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HomeMy WebLinkAboutAuthorizing Assignment Interests of max Koenig and Irving Rosenberg $350,000 Economic Development Revenue Bond to Memorial Health PropertiesORDINANCE No 7290 -84 Passed by the Common Council of the City of South Bend, Indiana Attest: January 23, 19 84 IRENE K. GAMMON City Clerk Presented by me to the Mayor of the City of South Bend, Indiana January 24 1984 of Common Council Clerk IRENE K. GAMMON Approved and signed by me ? 19 ;j ORDINANCE NO. 7,2 90 -,F y ORDINANCE AUTHORIZING THE ASSIGNMENT OF THE INTERESTS OF MAX KOENIG AND IRVING ROSENBERG UNDER THE $350,000 CITY OF SOUTH BEND, INDIANA, ECONOMIC DEVELOPMENT REVENUE BOND TO MEMORIAL HEALTH PROPERTIES, INC. STATEMENT OF PURPOSE OF INTENT The City of South Bend, Indiana has previously issued a $350,000 City of South Bend, Indiana, Economic Development Revenue Bond (Michiana Wholesale, Inc.) (the "Bond ") pursuant to authority granted by Indiana law. The interest of Michiana Wholesale, Inc. in said bond was assigned to Max Koenig and Irving Rosenberg, Shareholders of Michiana Wholesale, Inca on the 31st day of January, 1983 and said Max Koenig and Irving Rosenberg are current in their payments under the bond issue. Memorial Health Properties, Inc. desires to assume the right, title, interest, duties, liabilities, and responsibilities of Max Koenig and Irving Rosenberg under the bonds. Such assumption is consistent with the provision or preserva- tion of employment opportunities and the other goals for which the bond was originally issued. Such an assignment is allowed by law and by the terms of the bond and the instruments executed in connection therewith. The South Bend Economic Development Commission has approved such assumption. NOW, THEREFORE, BE IT ORDAINED by the Common Council of the City of South Bend, Indiana: Section 1. The City of South Bend, Indiana, hereby consents to the assignment of the right, title, interest, duties, liabili- ties, and responsibilities of Max Koenig and Irving Rosenberg, as Assignees of Michiana Wholesale, Inc., under the terms and conditions of a document entitled "Lease and Trust Indenture" executed on September 1, 1976, and all other documents executed in connection with the bonds to Memorial Health Properties, Inc. and of the transfer by Max Koenig and Irving Rosenberg of their right, title and interest therein. Section 2. The Mayor and City Clerk having executed a consent to said assignment, which was approved by the Economic Development Commission, same is now approved by this ordinance, and the Mayor and City Clerk are further authorized to execute any further documents deemed necessary to consummate the assignment. Two (2) copies of the Consent to Assignment have been and are on file in the Office of the Clerk of the City of South Bend, Indiana, for public inspection pursuant to Indiana Code Section 36- 1 -5 -4. Section 3. To the extent the bonds or the documents there- under may be deemed to require amendment to consummate said assignment, the City of South Bend, Indiana hereby gives its consent. Section 4. The Common Council of South Bend, Indiana hereby finds that this assignment will advance the purposes for which the bonds were originally approved in Ordinance No. 6004 -76. Section 5. This ordinance shall be effective immediately upon passage by the Common Council and approval by the Mayor. ,����.�a ,,...•;�; I -�3 —dry a.3 -0y REFERRED y PASSED 4h& C 'S tF Irene Ca mol CITY CLERK, SOUTH BEND, INk Members of the South Bend Common Council County -City Building South Bend, IN 46601 Re: Proposed Ordinance authorizing the of Max Koenig and Irving Rosenberg, Wholesale, Inc., to Memorial Healt h Indiana Corporation Dear Councilmen: Assignment of the Interests Assignees of Michiana Properties, Inc., an The South Bend Economic Development Commission has received a request from Messrs. Koenig and Rosenberg, to assign their interests in a September 1, 1976, Economic Development Commission Bond issued to their Corporation, Michiana Wholesale, Inc., to the Memorial Health Properties, Inc., which has received the approval of the South Bend Economic Development Commission as well as the approval of the Trustee and the Bondholders. The property involved is located at 513 North Michigan Avenue, (which previously housed the Value House), and would be used as a site for the Nuclear Magnetic Resonance Center and other related hospital needs. You approval is requested, since this will reactivate a downtown empty business facility and put back in use that facility with a prg.posed staff to operate the same. pectf //KENNF,ITH P . FEDDER Att ney for the South Bend Economic Development Commission KPF:ram VOOR, ALLEN, FEDDER, HERENDEEN 8 KOWALS ATTORNEYS 8 COUNSELORS AT LAW AREA CODE 219 WILLIAM E. VOOR 300 FIRST BANK BUILDING 234-6061 LLOYD M. ALLEN KENNETH P. FEDDER 205 WEST JEFFERSON BLVD. OF COUNSEL: GEORGE E. HERENDEEN SOUTH BEND, INDIANA 46601 WILLIAM O. JACKSON ANTHONY D. KOWALS GUY H. McMICHAEL LARRY L. AMBLER FRED R.HAINS DAVID M. McTIGUE January 4, 1983 Members of the South Bend Common Council County -City Building South Bend, IN 46601 Re: Proposed Ordinance authorizing the of Max Koenig and Irving Rosenberg, Wholesale, Inc., to Memorial Healt h Indiana Corporation Dear Councilmen: Assignment of the Interests Assignees of Michiana Properties, Inc., an The South Bend Economic Development Commission has received a request from Messrs. Koenig and Rosenberg, to assign their interests in a September 1, 1976, Economic Development Commission Bond issued to their Corporation, Michiana Wholesale, Inc., to the Memorial Health Properties, Inc., which has received the approval of the South Bend Economic Development Commission as well as the approval of the Trustee and the Bondholders. The property involved is located at 513 North Michigan Avenue, (which previously housed the Value House), and would be used as a site for the Nuclear Magnetic Resonance Center and other related hospital needs. You approval is requested, since this will reactivate a downtown empty business facility and put back in use that facility with a prg.posed staff to operate the same. pectf //KENNF,ITH P . FEDDER Att ney for the South Bend Economic Development Commission KPF:ram ASSIGNMENT AND ASSUMPTION OF LEASE AND TRUST INDENTURE This Assignment and Assumption of Lease and Trust;Indenture entered into this 3rd day of February, 1984, by and between MAX KOENIG and IRVING ROSENBERG, Assignees of Michiana Wholesale, Inc., as "Grantors ", and MEMORIAL HEALTH PROPERTIES, INC., an Indiana corporation, as "Grantee ", W I T N E S S E T H: WHEREAS, on the lst day of September, 1976, the City of South Bend, Indiana, the South Bend Economic Development Commission, Michiana Wholesale, Inc., an Indiana corporation, and-The National Bank and Trust Company, of South Bend, Indiana, entered into a "Lease and Trust Indenture ", hereinafter referred to as "Lease ", dealing with a bond issue in the principal amount of $350,000, pay- able in monthly installments over a period of fifteen (15) years from revenues derived from real estate described in Exhibit A, herewith attached; and WHEREAS, subsequent to the execution of said Lease, Michiana Wholesale, Inc., as Lessee, for good and valuable consideration, sold, assigned and transferred all of its right, title and interest in and to said Lease to Grantors; and WHEREAS, Grantors now propose to sell, transfer and assign all of their right, title and interest in and to said Lease and Trust Indenture to Memorial Health Properties, Inc., an Indiana corporation; and WHEREAS, the sale, assignment and transfer of Grantors' interest to Memorial Health Properties, Inc. is in the best economic interest of the City of South Bend and the future utilization of said real estate; and , WHEREAS, Memorial Health Properties, Inc. has agreed to assume all obligations of Grantors under said Lease and Trust Indenture; and WHEREAS, Grantors have, to the date hereof, performed each and all of the terms imposed upon them under said Lease, including the timely payments of all monthly installments; and WHEREAS, Section 3.5 of said Lease authorizes Lessee (Grantors) to "assign or sublet" the Leased Premises on condition that they remain responsible for the obligations thereunder; and WHEREAS, Section 5.-9'of said Lease grants the parties the right to amend same by written agreement, on condition that the rights and privileges of the holder of the bond shall not thereby be adversely affect, and on the further condition that no addition obligation shall be imposed upon the Trustee without its consent; and WHEREAS, the proposed sale and assignment by Grantors to Grantee will not adversely affect the bondholder nor will it impose any addi- tional obligations on the Trustee; and WHEREAS, The National Bank and Trust Company, of South Bend, Indiana, as sole bondholder and Trustee, has given its consent to said sale, a copy of which consent is herewith attached and marked Exhibit B; and WHEREAS, the South Bend Economic Development Commission has given its consent to the sale by Grantors to Grantee, a copy of which is herewith attached and marked Exhibit C; and WHEREAS,.the Common Council of the City of South Bend, Indiana, by Ordinance No. has given its consent to the sale by Grantors to Grantee, a copy of which is herewith attached and marked Exhibit D, NOW, THEREFORE, Grantors hereby sell,.assign and transfer to Memorial Health Properties, Inc. all of their right, title and interest in and to said Lease. Grantee agrees to be bound by all of the terms of said Lease and to assume all obligations of the Grantors thereunder. All guaranties given by Grantors with respect to said bond -2- issue shall continue to remain in full force and effect until paid. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the'day and year first above written. Max Koenig Irving Rosenberg "Grantors" MEMORIAL HEALTH PROPERTIES, INC. By President -3- "Grantee" Parcel No. 1 Lot 127, the South 1/2 of Lot 128, the North 60 feet of Lot 126, the East 40 feet of Lots 124 and 125, the East 40 feet of the South 6 feet of Lot 126 and the vacated alley lying between said Lots 127 and 126, also, together with the West Half of the vacated alley lying East of Lot 126 and the West Half of said vacated alley lying East of Lots 124 and 125, all as shown on the Original Plat of the Town, now City of South Bend, in St. Joseph County, Indiana. And Parcel No. 2 Lots Numbered 3, 6 and 7 as shown on the recorded Plat of Rockstroh's Subdivision of Lots Numbered 42, 43, 44 and 45 of Rockstroh's Second Addition to the City of South Bend, in St. Joseph County, Indiana. EXHIBIT A \J .t t a r t � dd Y � .Y � r � yt rr � .' • {; ; 7 Y Z } X i , j 1 r, �.y Z .,� vim• national- ban VU of South Bend 112 W. JEFFERSON BLVD., P.O. BOX 1512, SOUTH BEND, INDIANA 46634 • PHONE (219) 237 -3300 ,.November 14, 1983 Fq South Bend Economic Development Commission c/o Jerry Hammes, President Chamber of Commerce Building South Bend, -IN 46601 Re: South Bend Economic Development Revenue Bond, Dated September 1, 1976 (Michiana Wholesale, Inc. Issue) Gentlemen: The National Bank and Trust Company of South Bend, South Bend, Indiana, is the sole bond holder for the above - referenced issue. This bank also acts as trustee for this issue. As bond holder and trustee, we have been advised that Max Koenig and Irving Rosenberg intend to assign all right, title, and interest under the lease and trust indenture for this project to Memorial Health Properties, Inc. Please accept this letter that The National Bank and Trust Company, as bond holder and trustee, consents to the proposed assignment. Our approval is subject to the condition that this assignment will not excuse or relieve Max Koenig or Irving Rosenberg from any duties or obligations agreed to, or convenanted in, the original lease and trust indenture. If you have any questions concerning this consent, please do not hesitate to contact me. PLS: c.1 THE NATIONAL BANK & TRUST COMPANY OF TH BEND'; INDIANA By: Paul L. Sehnert, Jr. Vice President and Trust Officer -1 "1TT T- " The South Bend Economic Development Commission and the City of South Bend hereby consent to the assignment of the right, title, interest, duties, liabilities and responsibilities of Max Koenig and Irving Rosenberg, as Assignees of Michiana Wholesale, Inc., under the terms and conditions of a document entitled "Lease and Trust Indenture" executed on September 1, 1976 and all other documents executed in connection with a $350,000 City of South Bend, Indiana Economic Development Revenue Bond ( Michiana Wholesale, Inc., an Indiana corporation, 1976 Project), to Memorial Health Properties, Inc. and the transfer by Max Koenig and Irving Rosenberg of their right, title and interest therein. SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION By Walter Mucha CITY OF SOUTH By ATTEST: Dated: (f , INDIANA r O. Parent, Mayor 1 City Cler n EXHIBIT C 3 Tommutrr Irpnr# i!o #4t Tantuwn (10umil of t4f OtH of 00W4 jornk: Your Committee of the whole to whom was referred 3 -84 A BILL AUTHORIZING THE ASSIGNMENT OF THE INTERESTS OF MAX KOENIG AND IRVING ROSENBERG UNDER THE $350,000 CITY OF SOUTH BEND, INDIANA, ECONOMIC DEVELOPMENT REVENUE BOND TO MEMORIAL HEALTH PROPERTIES, INC. Respectfully- report that they have examined the matter and that in their opinion This bill should be recommended to the Council favorably. Joseph T. Serge Chairman FREE PREBS aNEW PUBLISHING CO.