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HomeMy WebLinkAboutConfirming the Sale of $2,300,000 Economic Development Revenue BondsORDINANCE No. 5846 -75 Passed by the Common Council of the City of South Bend, 2 IRENE K. GAMMON Presented by me to the Mayofof the City of South Bend, JUNE 24, 1975 Clerk of Common Council City Clerk IRENE K. GAMMON Approved and signed by me C4 -� � _ a S, �9� ORDINANCE NO. SX4(o -15- AN ORDINANCE providing for the financing and ac- quisition of an Economic Development Project and the leasing of the same to St. Joseph Development Co., Inc., an Indiana corporation; authorizing the subletting of portions of such Project to, among others, St. Joseph Bank and Trust Company, an Indiana banking association; authorizing the issuance and confirming the sale of $2,300,000 principal amount of Economic Development Revenue Bonds, Series 1975 (St. Joseph Development Co., Inc. Project), for the purpose of paying the cost of financing and acquiring the Economic Development Project and necessary expenses incidental thereto; authorizing the execution and delivery of an Indenture securing the Bonds; approving the form of a Sublease from St. Joseph Development Co., Inc. to St. Joseph Bank and Trust Company; and prescribing other matters pertaining thereto. WHEREAS, the City of South Bend, Indiana (the "City ") has created the South Bend Economic Development Commission (the "Commission ") 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 Commission to the Common Council of the City together with this form of city ordi- nance; 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 of the facilities thus acquired or constructed through the issuance of such revenue bonds; and - 2 - 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 March 1, 1975 (the "Lease ") with St. Joseph Development Co., Inc. (the "Company "), an Indiana corporation; and the Company will enter into a Sublease of the Project.with St. Joseph Bank and Trust Company dated March 1, 1975 (the "Sublease "); and WHEREAS, the City has determined that the amount necessary to pay the cost of financing and acquiring the Project, including necessary expenses incidental thereto, requires that revenue bonds of the City in the principal amount of $2,300,000 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 March 1, 1975 (the "Indenture ") to American Fletcher National Bank and Trust Company, Indianapolis, 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. This Common Council now hereby finds that the proposed financing and acquisition of the Project in accordance with the plans and specifications referred to in the Indenture and the leasing of the Project to the Company and the subleasing of the Pro- ject to, among others, St. Joseph Bank and Trust Company by the Com- pany as hereinafter provided are hereby determined to be in the public interest and in furtherance of the public purposes contemplated by the Act, and said financing and acquisition comply with the purposes and provisions of the Act and will be of direct benefit to.the health and welfare of the City and its citizens. This Common Council now hereby authorizes and approves, in all respects the proposed financing and acquisition of the Project. - 3 - Section 2. For the purpose of financing and acquiring the Project, including necessary expenses incidental thereto, there are hereby authorized to be issued the bonds of the City in the principal sum of $2,300,000, which bonds shall be designated Economic Development Revenue Bonds, Series 1975 (St. Joseph Develop- ment Co., Inc. Project) (the "Series 1975 Bonds "), and shall be pay- able 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 1975 Bonds shall be issuable as coupon bonds; registrable as to principal only, or as to principal and interest; $5000 denomination; dated March 1, 1975, mature on March 1 of each of the years and in the principal amounts, and bear interest at the respective rates as follows: - 4 - PRINCIPAL INTEREST YEAR AMOUNT RATE 1976 $ 55,000 6.00% 1977 65,000 6.00% 1978 65,000 6.00% 1979 70,000 6.00% 1980 75,000 6.00% 1981 75,000 6.50% 1982 85,000 6.50% 1983 90,000 6.50% 1984 95,000 6.50% 1985 105„000 6.50% 1986 110,000 6.75% 1987 115,000 6.75% 1988 125,000 6.75% 1989 135,000 6.75% 1990 145,000 6.75% 1991 155,000 7.00% 1992 165,000 7.00% 1993 175,000 7.00% 1994 190,000 7.00% 1995 205,000 7.00% - 4 - 0 The Series 1975 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 subdivision thereof shall in any event be liable for the payment of the principal of or interest on the Series 1975 Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever of the City, and none of the Series 1975 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 ordinance or in the Lease, the Sublease or any other tenant sublease, or the Indenture shall be construed as an obligation or commitment by the City to expend any of its funds other than (i) the proceeds of the sale of the Series 1975 Bonds, (ii) the income and revenues derived from the Project, (iii) any proceeds ac- cruing 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 investment or reinvestment of said proceeds, income, revenues or monies. The Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except the Project and each Bond issued under the Indenture shall recite that the Bond, including interest thereon, is payable solely from the revenue pledged to the payment thereof and no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. Section 3. Each of the Series 1975 Bonds shall be executed 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 - 5 - the Trustee. Interest joupons attached to the Series 1975 Bonds shall be executed with the facsimile signatures of the Mayor and City Clerk. Section 4. The Series 1975 Bonds shall be issued in compliance with and under the authority of the provisions of the Act, this ordinance and the Indenture. Additional bonds may be issued on a parity with the Series 1975 Bonds in accordance with the provisions and limitations set forth in the Indenture. Section 5. The form, terms and provisions of the Lease are hereby approved and the Mayor and the City Clerk are hereby authorized and directed to execute and deliver the Lease in the name and behalf of the City in substantially the form now before this meeting and hereby approved or with such changes therein as shall be approved by the officers of the City executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions from the form of Lease now before this meeting. Section 6. The Sublease and Warranty Deed in substantially the form now before this meeting, are hereby in all respects consented to and incorporated and made a part hereof. Section 7. The form, terms and provisions of the Indenture which provides the details of and secures the Series 1975 Bonds and prescribes the terms and conditions upon which the Series 1975 Bonds are to be issued, secured, executed, authenticated, accepted and held are hereby approved and the Mayor and City Clerk are hereby authorized and directed to execute and deliver the Indenture in the name and behalf of the City in substantially the form now before this meeting and hereby approved or with such changes therein as shall be approved by the officers of the City executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions from the form of Indenture now before this meeting. This Common Council hereby elects to have the provisions of Section 103(c)(6)(D) of the Internal Revenue Code of 1954, as amended, applied to the $2,300,000 principal amount of Series 1975 Bonds of the City; and that the Mayor and City Clerk be and they are hereby authorized, empowered and directed to take any and all further action which may be required to implement and effectuate such election, - 6 - including without limitation the preparation and filing of such statement or statements or other document or documents as may be deemed by them to be necessary or advisable in order to comply with the procedure set forth in §1.103- 10(b)(2)(vi) of the Income Tax Regulations (26 CFR Part 1) under Section 103 of the Internal Revenue Code of 1954, as amended. Section 8. The sale of the Series 1975 Bonds to American Fletcher National Bank and Trust Company, Indianapolis, Indiana (the "Bond Purchaser "), at a price of $2,300,000 plus accrued interest to the date of delivery, pursuant to a letter of agreement dated May 2, 1974 from the Bond Purchaser to St. Joseph Bank and Trust Company (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 In- denture, and the Bond Purchase Agreement, and acceptance thereof by the Company, the Trustee, and the Bond Purchaser, respectively, the per- formance 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 1975 Bonds; and the Trustee is hereby au- thorized 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 financing and acquisition of the Project, the issuance, delivery and receipt of the proceeds of the Series 1975 Bonds and the receipt, custody, investment and applica- tion 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 ordinance shall constitute a contract binding the City and the holders of the Series 1975 Bonds, and after the issuance of the Series 1975 Bonds, this ordinance 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 - 7 -- or any redemption premium remains unpaid. Section 11. The provisions of this ordinance 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 provisions hereof. Section 12. All orders and ordinances and parts thereof in conflict herewith are to the extent of such conflict hereby repealed, and this ordinance shall take effect and be in full force immediately upon its adoption and signing by the Mayor. M o*fl o � c'1 er Passed and adopted by the Common Council of the City of South Bend, Indiana, on the a,?,,Cday of d, , 1975. Attest: City clerk Presented by me to the Mayor of the City of South Bend, Indiana, on the ggtLday of 1975, at the hour of //:3c> tl o'clock Iq.M. 1sf READING 6 - 9- 7 S PUBLIC HEARING G ---P 3- 95" 2nd READING NOT APPROVED' REFERRED PASSED City Clerk FILED IN CLERK'S OFFICE MAY 3 C 1975 Irene Gammon CITY. CLERK, SOUTH BEND, IND This ordinance approved and signed by me on the m 5t' ay of 4 1975, at the hour of /0:30 o'clock $.M. Attest: City Clerk - 9 - Tvmntittve Kwort ilia the Tommu Touuril of Ot tdity of ooutli Ernd: Your Committee of the Whole to whom was referred AN ORDINANCE PROVIDING FOR THE FINANCING AND ACQUISITION OF AN ECONOMIC DEVELOPMENT PROJECT AND THE LEASING OF THE SAME TO ST. JOSEPH DEVELOPMENT CO., INC., AN INDIANA CORPORATION; AUTHORIZING THE SUBLETTING OF PORTIONS OF SUCH PROJECT TO, AMONG OTHERS, ST. JOSEPH BANK AND TRUST COMPANY, AN INDIANA BANKING ASSOCIATION; AUTHORIZING THE ISSUANCE AND CON- FIRMING THE SALE OF $2,300,000 PRINCIPAL AMOUNT OF ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 1975 (ST. JOSEPH DEVELOPMENT CO., INC. PROJECT), FOR THE PURPOSE OF PAYING THE COST OF FINANCING AND ACQUIRING THE ECONOMIC DEVELOPMENT PROJECT AND NECESSARY EXPENSES INCIDENTAL THERETO; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE SECURING THE BONDS; APPROVING THE FORM OF A SUBLEASE FROM ST. JOSEPH DEVELOPMENT CO., INC. TO ST. JOSEPH BANK AND TRUST COMPANY; AND PRESCRIBING OTHER MATTERS PERTAINING THERETO. Respectfully report that they have examined the matter and that in their opinion the Ordinance Should be recommended favorably to the Common Council. Odell Newburn Chairman '... ..... r , ....... N. CO.