03/26/01 Board of Public Works Minutes

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2 REGULAR MEETING MARCH 26, 2001 constructed and located at 730 United Drive in the City (the "Project") from the City of South Bend Building Corporation (the 'Building Corporation"); and WHEREAS, construction ofthe Proj ect is to be financed by the Building Corporation through the issuance of its county option income tax lease rental revenue bonds; and WHEREAS, the City desires to sell the property upon which the Project will be located to the Building Corporation, said property being described as set forth in the Lease (the "Property"); and WHEREAS, the City desires to have said Property appraised by two (2) appraisers professionally engaged in making appraisals; and WHEREAS, the Board of Public Works of the City (the 'Board") desires to approve and authorize the execution of an agency agreement whereby the City, by and through the Board, shall serve as agent of the Building Corporation to provide for the construction and equipping of the Project; WHEREAS, a Preliminary Official Statement relating to the issuance of the Bonds by the Building Corporation (the "Official Statement") has been presented to the Board; WHEREAS, the Board desires to authorize, empower, and direct the Mayor (the "Mayor") and Clerk (the "Clerk") of the City to enter into a continuing disclosure agreement (the "Continuing Disclosure Agreement") for the purpose of complying with the provisions of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"); NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works of the City of South Bend, Indiana, that: l . The Board hereby approves the appointment of Bernard Diedrich and Philip Krause, both of whom are appraisers professionally engaged in making appraisals, as appraisers for purposes of appraising the Property. 2. The Board hereby approves and authorizes the Building Corporation to encumber any real property or equipment acquired by the Building Corporation for the purposes of financing the construction and equipping of the Project and to enter into contracts for the sale of the Bonds and the construction and equipping of the Project. 3. The Board hereby approves the form of the agency agreement presented to the Board at this meeting and authorizes the Mayor and Clerk to execute and attest, respectively, said agreement in the form presented at this meeting with such changes as may be suggested by counsel and approved by the Mayor and Clerk with such approval evidenced by the execution and attestation, respectively, thereof. 4. The Board hereby accepts and approves the Official Statement presented to the Board at this meeting in substantially final form, and the Board hereby authorizes the Mayor and Clerk to make such changes as are deemed necessary and appropriate upon the advice of counsel with such approval to be conclusively evidenced by signature thereon of the Mayor and/or the Clerk. 5. The Board hereby authorizes the Mayor and the Clerk to deem "final" the Official Statement, as of its date, in accordance with the provisions of the SEC Rule, subject to completion as permitted by the SEC Rule, and the Board further authorizes the distribution of the deemed final Official Statement. The Board hereby accepts and approves the Continuing Disclosure Agreement presented to the Board at this meeting in substantially final form and authorizes the Mayor and the Clerk to execute and attest, respectively, said Continuing Disclosure Agreement. 7. This Resolution shall be in full force and effect from and after its adoption by the Board.