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HomeMy WebLinkAboutAuthorizing the execution and delivery of a memorandum of agreement between the City and Crowe, Chizek and Company, and Indiana PartnershipRESOLUTION No. 653 -78 Passed by the Common Council of the City of South Bend, Indiana, October 23 19 78. Attest: l City Clerk Attest: U ' l/" President of Common Council. Presented by me to the Mayor of the City of South Bend, Indiana October 24 19 78 City Clerk Approved and signed by me � ;z S 19 7 )?. Mayor RESOLUTION NO. 653 -78 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF SOUTH BEND, INDIANA, AND CROWE, CHIZEK AND COMPANY, AN INDIANA PARTNERSHIP, PROVIDING FOR THE ISSUANCE BY SAID CITY OF ECONOMIC DEVELOPMENT REVENUE BONDS PURSUANT TO THE PROVISIONS OF THE INDIANA CODE OF 1971, TITLE 18, CHAPTER 6, ARTICLE 4.5, AS AMENDED. The City still has insufficient employment opportunities and in- sufficient 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; and The City is authorized under the provisions of Indiana Code of 1971, 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 The City in order to implement the public purposes enumerated in the Act and in furtherance thereof to induce Crowe, Chizek and Company, an Indiana partnership (hereinafter called "Crowe, Chizek "), to construct an office building, including all necessary land, fixtures and furnishings (hereinafter collectively called the "Project "), within the corporate limits of the City, 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 financing the acquisition and construction of the Project; and Crowe, Chizek after considering a number of possible locations within and outside of 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 revenue bonds under the pro- visions of the Act, has determined to construct the Project within the corporate limits of the City; and It is now deemded advisable to authorize the execution and delivery by the City of a Memorandum of Agreement expressing formally and in writing the understanding heretofore informally agreed upon by the City and Crowe, Chizek: 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 Agreement by and between the City and Crowe, Chizek 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 Agreement to be delivered to, accepted and executed by Crowe, Chizek, said Memorandum of Agreement which is hereby approved and incorporated by reference and made a part of this authorizing resolution, to be in substantially the form attached hereto as Exhibit A. SECTION 2. All resolutions and orders, or parts thereof, in con - flect with the provisions of this resolution, are, to the extent of such conflict, hereby repealed and this resolution shall be in immediate effect from and after its adoption. Adopted, as amended, October 23, 1978 A -B 10/17/78 SCC /mrr MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT, made and entered into this 23rd day of October, 1978, by and between the CITY OF SOUTH BEND, INDIANA, a municipality in St. Joseph County, Indiana (hereinafter called the "City "), and CROWE, CHIZEK AND COMPANY, an Indiana partnership, with its principal office now located in South Bend, Indiana (hereinafter called "Crowe, Chizek "); W I T N E S S E T H: WHEREAS, the City recognizes that it 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; WHEREAS, the City is authorized under the provisions of Indiana Code of 1971, Title 18, Chapter 6, Article 4.5, as amended (the "Act ") to acquire, construct and finance economic develop- ment projects for the user thereof, and to provide for the issu- ance of revenue bonds in conjunction therewith; and WHEREAS, the City in order to implement the public purposes enumerated ated in the Act and in furtherance thereof to induce Crowe, Chizek to construct an office building, including all necessary land, fixtures and furnishings (hereinafter collec- tively called the "Project "), within the corporate limits of the City, has indicated its intent to issue its revenue bonds under s of the Act and to apply the pro- and pursuant to the provision t of the costs of acquiring and con- ceeds therefrom to the paymen structing the Project; and WHEREAS, Crowe, Chizek, 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 acquisi- tion and construction of the Project through the issuance of its revenue bonds under the provisions of the Act, has determined to locate the Project within the corporate limits of the City; 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 acquisition and construction of the Project and for the purpose of paying the cost of such acquisition and construction, 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 Crowe, Chizek, to author- ize, issue, sell and deliver its revenue bonds, to be issued in one or more series (in an aggregate principal amount of approximately $3,200,000, which amount will be fixed by resolution or ordinance of the City at a later date and agreed to by Crowe, Chizek, but not to exceed the cost of acquiring and constructing the Project and expenses inci- dental thereto as estimated at the time of the issuance of the bonds) and apply the proceeds therefrom to the payment of the cost of acquiring and constructing the Project, provided that prior to the issuance and delivery of such revenue bonds there shall have been entered into between Crowe, Chizek and the City appropriate financing agreements -2- upon terms which will comply with the provisions of Act and which will provide for the payment by Crowe, Chizek 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 acquisition and con, struction of the Project by the City is for a proper public corporate purpose and that the financing thereof for Crowe, Chizek is necessary to implement the public purposes enu- merated in the Act. B. Crowe, Chizek represents and intends: 1. That the acquisition and construction of 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 Crowe, Chizek, it will enter into financing agreements with the City upon terms which will be sufficient to pay the cost of acquiring and constructing the Project 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 Crowe, Chizek 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 par- ties hereto as follows: 1. That the revenue bonds to be issued by the City shall never constitute an indebtedness of the City or a loan of the credit thereof within the meaning of any constitu- tional or statutory provision, and such fact shall be plain- ly stated on the face of each of said bonds. No holder of any of said bonds shall ever have the right to compel any -3- Q. exercise of the taxing power of the City to pay said bonds or the interest thereon. The principal of, premium, if any, and interest on such revenue bonds to be issued to finance the cost of acquiring and constructing 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 mortgage on the Project, and shall be additionally secured by a pledge to said trustee or the holders of said bonds of the aforesaid financing agree- ments between the City and Crowe, Chizek. 2. That a primary inducement to Crowe, Chizek in locating the Project within the City is the intent of the City to finance the cost of acquiring and constructing the Project through the issuance of its revenue bonds pursuant to the provisions of the Act. 3. That it is desirable that Crowe, Chizek rather than the City arrange for the construction of the Project in order to insure that the Project will conform to the require- ments of Crowe, Chizek 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 li- ability on the part of the City or of Crowe, Chizek or of any of their officers or employees for such non - issuance or non - delivery. S. That this Agreement may be executed in separate counterparts, all of which shall be deemed a single instru- ment. -4- t 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 Peter J. Nemeth, its duly author- ized Mayor, and attested under its official seal by Irene K. Gammon, its City Clerk, and CROWE, CHIZEK AND COMPANY has caused its name to be hereunto subscribed by its duly authorized general partner, all being done as of the year and date first above written. (SEAL) Attest: Irene K. Gammon City Clerk CITY OF UTH BEND, INDIANA By: ter J. NenretH Mayor CROWE, CHIZEK AND COMPANY I. General Partner - 5 - A 10/17/78 SCC /mrr RESOLUTION NO. RESOLUTION authorizing the execution and delivery of a Memorandum of Intent between the City of South Bend, Indiana, and Crowe, Chizek and Company, an Indiana partnership, providing for the issuance by said City of economic development revenue bonds pursuant to the provisions of the Indiana Code of 1971, Title 18, Chapter 6, Article 4.5, as amended. The City still has insufficient employment opportuni- ties and insufficient diversification of industries, which condi- tions 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; and The City is authorized under the provisions of Indiana Code of 1971, 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 The City in order to implement the public purposes enumerated in the Act and in furtherance thereof to induce Crowe, Chizek and Company, an Indiana partnership (hereinafter called "Crowe, Chizek"), to construct an office building, including all necessary land, fixtures and furnishings (hereinafter collec- tively called the "Project "), within the corporate limits of the City, has indicated its intent to issue its revenue bonds under and pursuant to the provisions of the Act and to apply the pro- ceeds therefrom to the payment of the costs of financing the acquisition and construction of the Project; and Crowe, Chizek after considering a number of possible locations within and outside of 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 revenue bonds under the provisions of the Act, has determined to con- struct the Project within the corporate limits of the City; and D 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 informally agreed upon by the City and Crowe, Chizek: 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 Crowe, Chizek and the City Clerk is hereby authorized and di- rected 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 Crowe, Chizek, 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 attached hereto as Exhibit A. Section 2. All resolutions and orders, or parts there- of, in conflict with the provisions of this resolution, are, to the extent of such conflict, hereby repealed and this resolution shall be in immediate effect from and after its adoption. Member o f Co c WESERRu .♦ o -A 3 - '7 NO-T WPPROVED ADOPTED Member of Council FILED IN CLERK'S OFFICE -2- OCT 18 1978 Irene Gammon CITY CLERK. SOUTH BEND. IND. A -B 10/17/78 SCC /mrr MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT, made and entered into this 23rd day of October, 1978, by and between the CITY OF SOUTH BEND, INDIANA, a municipality in St. Joseph County, Indiana (hereinafter called the "City "), and CROWE, CHIZEK AND COMPANY, an Indiana partnership, with its principal office now located in South Bend, Indiana (hereinafter called "Crowe, Chizek "); W I T N E S S E T H: WHEREAS, the City recognizes that it 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; WHEREAS, the City is authorized under the provisions of Indiana Code of 1971, Title 18, Chapter 6, Article 4.5, as amended (the "Act ") to acquire, construct and finance economic develop- ment projects for the user thereof, and to provide for the issu- ance 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 Crowe, Chizek to construct an office building, including all necessary land, fixtures and furnishings (hereinafter collec- tively called the "Project "), within the corporate limits of the City, has indicated its intent to issue its revenue bonds under and pursuant to the provisions of the Act and to apply the pro- ceeds therefrom to the payment of the costs of acquiring and con- structing the Project; and WHEREAS, Crowe, Chizek, 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 acquisi- tion and construction of the Project through the issuance of its revenue bonds under the provisions of the Act, has determined to locate the Project within the corporate limits of the City; 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 acquisition and construction of the Project and for the purpose of paying the cost of such acquisition and construction, 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 Crowe, Chizek, to author- ize, issue, sell and deliver its revenue bonds, to be issued in one or more series (in an aggregate principal amount of approximately $3,500,000, which amount will be fixed by resolution or ordinance of the City at a later date and agreed to by Crowe, Chizek, but not to exceed the cost of acquiring and constructing the Project and expenses inci- dental thereto as estimated at the time of the issuance of the bonds) and apply the proceeds therefrom to the payment of the cost of acquiring and constructing the Project, provided that prior to the issuance and delivery of such revenue bonds there shall have been entered into between Crowe, Chizek and the City appropriate financing agreements -2- upon terms which will comply with the provisions of Act and which will provide for the payment by Crowe, Chizek 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 acquisition and con- struction of the Project by the City is for a proper public corporate purpose and that the financing thereof for Crowe, Chizek is necessary to implement the public purposes enu- merated in the Act. B. Crowe, Chizek represents and intends: 1. That the acquisition and construction of 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 Crowe, Chizek, it will enter into financing agreements with the City upon terms which will be sufficient to pay the cost of acquiring and constructing the Project 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 Crowe, Chizek 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 par- ties hereto as follows: 1. That the revenue bonds to be issued by the City shall never constitute an indebtedness of the City or a loan of the credit thereof within the meaning of any constitu- tional or statutory provision, and such fact shall be plain- ly stated on the face of each of said bonds. No holder of any of said bonds shall ever have the right to compel any -3- exercise of the taxing power of the City to pay said bonds or the interest thereon. The principal of, premium, if any, and interest on such revenue bonds to be issued to finance the cost of acquiring and constructing 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 mortgage on the Project, and shall be additionally secured by a pledge to said trustee or the holders of said bonds of the aforesaid financing agree- ments between the City and Crowe, Chizek. 2. That a primary inducement to Crowe, Chizek in locating the Project within the City is the intent of the City to finance the cost of acquiring and constructing the Project through the issuance of its revenue bonds pursuant to the provisions of the Act. 3. That it is desirable that Crowe, Chizek rather than the City arrange for the construction of the Project in order to insure that the Project will conform to the require- ments of Crowe, Chizek 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 li- ability on the part of the City or of Crowe, Chizek 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. -4- v IN WITNESS WHEREOF, the CITY OF SOUTH BEND, INDIANA, acting by and through its Common Council, has caused its corpor- ate name to be hereunto subscribed by Roger Parent, its duly authorized Mayor, and attested under its official seal by Irene K. Gammon, its City Clerk, and CROWE, CHIZEK AND COMPANY has caused its name to be hereunto subscribed by its duly authorized general partner, all being done as of the year and date first above written. (SEAL) Attest: Citv Clerk -5- CITY OF SOUTH BEND, INDIANA By Mayor CROWE, CHIZEK AND COMPANY By General Partner