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HomeMy WebLinkAboutProviding for the aquisition and construction of an economic development project and the leasing of the same to Marilyn Brown, Rael F. Brown, Shirley B. Waks and Beatrice L. Nevel t RESOLUTION No. 438-74 Passed by the Common Council of the City of South Bend, Indiana, AUGUST 12, Ig74 Attest: City Clerk Attest: v President of Common Council. Presented by me to the Mayor of the City of South Bend, Indiana AUGUST 13, 1974 City Clerk Approved and signed by me 19-7/—. Mayor RESOLUTION NO. AF �- A RESOLUTION providing for the acquisition and con- struction of an economic development project and the leasing of the same to Marilyn Brown, Rael F. Brown, Shirley B. Waks and Beatrice L. Nevel , and St. Joseph Insurance Agency, Inc. , an Indiana corporation , doing business as St . Joseph-Brown Building Company , an Indiana general partnership; authorizing the issuance and confirming the sale of $995 ,000 principal amount of Economic Development Revenue Bonds , Series 1974 (One Plaza Place Building) , for the purpose of paying the cost of acquiring and constructing the economic development project and necessary expenses incidental thereto, authorizing the execution and delivery of an Indenture securing the bonds and pro- viding for the disbursement of a portion of the proceeds thereof; and prescribing other matters pertaining thereto. WHEREAS, the City of South Bend, Indiana ( "the City") has created the South Bend Economic Development Commission ( "the Com- mission") pursuant to the provisions of Chapter 4 . 5 of Article 6 of Title 18 of the Indiana Code of 1971 , as amended ( "the Act") ; and WHEREAS , by resolution the Commission has found that the financing of certain economic development facilities ( "the Project") to be located in the City complies with the purposes and provisions of the Act and has approved the financing, including the form and terms of the necessary documents ; and WHEREAS , said resolution has been transmitted by the Commis- sion to the Common Council of the City together with this form of city resolution; and WHEREAS, the City is authorized under the Act to acquire, own , lease and sell economic development facilities ; to issue revenue bonds secured by a mortgage on all or any part of the facilities and payable solely from the revenues derived from the leasing or other disposition 2 of the facilities thus acquired or constructed through the issuance of such revenue bonds; and WHEREAS, at or before the time of the issuance of any of said revenue bonds the City will enter into a Lease of the Project dated February 1, 1974 ( "the Lease") with Marilyn Brown, Rael F. Brown, Shirley B. Waks and Beatrice L. Nevel, and St. Joseph Insurance Agency, Inc. , or any of them, doing business as St. Joseph-Brown Building Company ("the Company" ) , an Indiana general partnership; and the Company will enter into a Sublease of the Project with St. Joseph Bank and Trust Company dated February 1 , 1974 ( "the Sublease" ) ; and WHEREAS , the City has determined that the amount necessary to pay the cost of acquiring and constructing the Project , including necessary expenses incidental thereto, requires that revenue bonds of the City in the principal amount of $995 ,000 be authorized as hereinafter provided; and WHEREAS , the City has made the necessary arrangements for the issuance and sale of such revenue bonds ; and WHEREAS, it is necessary, in connection with the issuance and sale of said bonds , that the City execute and deliver an Indenture of Mortgage and Trust dated as of February 1, 1974 ( "the Indenture") to Indiana Bank and Trust Company of Fort Wayne, Fort Wayne, Indiana, as Trustee for the bondholders ( "the Trustee" ) : NOW, THEREFORE, Be It Resolved by the Common Council of the City of South Bend, Indiana, as follows : Section 1 . The financing and construction of the Project in accordance with the plans and specifications referred to in the In- denture and the leasing of the Project to the Company and the sub- leasing of the Project to St. Joseph Bank and Trust Company by the Company as hereinafter provided are hereby authorized and determined to be in the public interest and in furtherance of the public pur- poses contemplated by the Act and will be of direct benefit to the health and welfare of the City and its citizens . 3 Section 2 . For the purpose of acquiring and constructing the Project, including necessary expenses incidental thereto, there are hereby authorized to be issued the bonds of the City in the princi- pal sum of $995,000, which bonds shall be designated Economic Develop- ment Revenue Bonds , Series 1974 (One Plaza Place Building) ( "the Series 1974 Bonds ") , and shall be payable in lawful money of the United States of America at the main office of the Trustee , or its successor in trust under the provisions of the Indenture. The Series 1974 Bonds shall be issuable as coupon bonds; registrable as to principal only , or as to principal and interest; $5000 denomination; dated February 1 , 1974 ; shall bear interest at the rate of 6 7/8o per annum unless it is determined by a court or governmental agency having jurisdiction that interest on the 1974 13onds except 1974 Bonds held ?)y any "substantial user" of the Project or any "re- lated person" is includable in gross income in accordance with Section 103 (c) of the Internal Revenue Code , in which event the Series 1974 Bonds shall bear 9 1/40 , all as provided in the Indenture; shall be numbered, shall mature , and shall be subject to redemption prior to maturity at the time , under the circumstances , in the manner, at the prices and with the effect, all as provided in the Indenture . The Series 1974 Bonds shall be limited obligations of the City as provided in the Act , the principal of and interest on which shall be payable solely from the income , revenues and property of the Project. Neither the State of Indiana nor any political sub- division thereof shall in any event be liable for the payment of the principal of or interest on the Series 1974 Bonds or for the performance of any pledge, mortgage , obligation or agreement of any kind whatsoever of the City, and none of the Series 1974 Bonds nor any of the City ' s agreements or obligations shall be construed at any time or in any manner to pledge the general credit or taxing power of the City. Nothing in this resolution or in the Lease , the Sublease or the Indenture shall be construed as an obligation or commitment 4 by the City to expend any of its funds other than (i) the proceeds of the sale of the Series 1974 Bonds , (ii) the income and revenues derived from the Project, (iii) any proceeds accruing to the City of insurance on the Project , (iv) any proceeds accruing to the City on account of any taking or condemnation of title to the whole or any part of the Project, and (v) any money arising out of the invest- ment or reinvestment of said proceeds , income , revenues or monies. Section 3 . Each of the Series 1974 Bonds shall be ex- ecuted in the name of the City by the facsimile signature of the Mayor, shall be attested by the City Clerk , shall have the corporate seal of the City impressed thereon and shall be authenticated by the endorsement of the Trustee. Interest coupons attached to the Series 1974 Bonds shall be executed with the facsimile signatures of the Mayor and City Clerk . Section 4 . The Series 1974 Bonds shall be issued in com- pliance with and under the authority of the provisions of the Act , this resolution and the Indenture . Additional bonds may be issued on a parity with the Series 1974 Bonds in accordance with the pro- visions and limitations set forth in the Indenture . Section 5 . There is hereby authorized the execution and delivery of the Lease, in substantially the form attached hereto as Exhibit A, which is hereby approved and incorporated by reference and made a part hereof. Section 6 . The Sublease , in substantially the form at- tached hereto as Exhibit B, is hereby in all respects approved and incorporated by reference and made a part hereof. Section 7 . To provide for the details of and to secure the Series 1974 Bonds and to prescribe the terms and conditions upon which the Series 1974 Bonds are to be issued, secured, executed, authenticated, accepted and held, the Mayor and City Clerk are here- 5 by authorized and directed to execute and deliver the Indenture in substantially the form attached hereto as Exhibit C. Section 8 . The sale of the Series 1974 Bonds to Lincoln National Corporation, Fort Wayne, Indiana ( "the Bond Purchaser") , at a price of $995 ,000 and accrued interest to the date of de- livery, pursuant to the agreement between the City and the Bond Purchaser ( "the Bond Purchase Agreement") , is hereby approved, ratified and confirmed and determined to be most advantageous to the interest of the City. Section 9 . The Mayor and City Clerk for and on behalf of the City are hereby each authorized and directed to do any and all things necessary to effect the execution and delivery of the Lease, the Indenture , and the Bond Purchase Agreement, and acceptance thereof by the Company, the Trustee, and the Bond Purchaser, respectively, the performance of all obligations of the City under and pursuant to the Lease , the Indenture and the Bond Purchase Agreement and the execution and delivery of the Series 1974 Bonds; and the Trustee is hereby authorized to receive and receipt for the proceeds of said bonds on behalf of the City and to hold, invest and disburse said proceeds in accordance with the provisions of the Indenture . All provisions of the Indenture including those with respect to the acquisition and construction of the Project, the issuance , delivery and receipt of the proceeds of the Series 1974 Bonds and the receipt, custody, investment and application of the proceeds of said bonds and the rental payments and other revenues to be derived from the Project , are hereby in all respects adopted, ratified and confirmed for and on behalf of the City. Section 10 . The provisions of this resolution shall constitute a contract binding the City and the holders of the Series 1974 Bonds , and after the issuance of the Series 1974 Bonds , this re- 6 solution shall not be repealed or amended in any respect which would adversely affect the rights of the holders so long as the principal of or the interest or any redemption premium remains unpaid. Section 11. The provisions of this resolution are hereby declared to be separable and if any section , phrase or provision shall for any reason be declared by a court of competent jurisdiction to be invalid or unenforceable, such declaration shall not affect the validity of the remainder of the sections , phrases , and pro- visions hereof. Section 12. All orders and resolutions and parts thereof in conflict herewith are to be the extent of such conflict hereby repealed, and this resolution shall take effect and be in full force immediately upon its adoption and signing by the Mayor. Passed and adopted by the Common Council of-th City of South Bend, Indiana, on the /,)��day of , 1974 . Attest: President bf Coun il City Clerk Presented by me to the Mayor 6f the City of South Bend, Indiana, on the /3� day of 1974 , at the hours of o' clock M. City Clerk-_ This resolution approved and signed by me on the /9 day of 1974 , at the hour of y.-OV o' clock f M. Attest: 4_0- ` x City Clerk FILED IN CLERK'S OFFICE PRESENTED �'- /a - ,J U j 1974 NOT APPROVED 7 Irene Gammon CITY CLERK, SOUTH BEND, IND. ADOPTED �2 '/ q