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HomeMy WebLinkAboutSetting a Public Hearing on a Lease for the Construction and Equipping of a Fire Stattion, a Fire Safety Traning FacilityAttest: RESOLUTION 4253 -13 Passed by the Common Council of the City of South Bend, Indiana April 8, 13 20 Presented by me to the Mayor of the City of South Bend, Indiana April 9, 20 13 City Clerk President of Common Council Approved and signed by me A PP 1 L % Z 202-3. City Clerk RESOLUTION 4253 -13 RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, REGARDING THE SETTING OF A PUBLIC HEARING ON A LEASE FOR THE CONSTRUCTION AND EQUIPPING OF A FIRE STATION AND A FIRE SAFETY TRAINING FACILITY, AUTHORIZING THE PUBLICATION OF A NOTICE OF THE SAME, AND REGARDING CERTAIN RELATED MATTERS WHEREAS, the Common Council (the "Common Council ") of the City of South Bend, Indiana (the "City ") has determined that it is necessary to undertake certain improvements consisting of (i) the construction, erection, equipping and leasing of a fire station facility to replace the existing Fire Station #5 located at 2221 Prairie Avenue in the City, and (ii) the construction, erection, equipping and leasing of a fire safety training facility located generally on a 5.5 acre parcel near Sample and High Streets in the City (collectively, the "Projects "); and WHEREAS, the Common Council considers it necessary to pursue the financing of the Projects by the issuance of first mortgage bonds (the "Bonds ") by the City of South Bend Building Corporation (the "Building Corporation ") which would be paid from lease rental payments made by the City to the Building Corporation; and WHEREAS, said lease rental payments will be structured such that said lease rental payments will be paid from the Emergency Medical Service Funds (the "EMS Funds ") expected to be received by the City and, if such EMS Funds are ever insufficient, from a tax levied by the City for such purpose; and WHEREAS, the EMS Funds are expected to be sufficient to pay said lease rentals, and the pledge of a tax levy will be used to provide additional security to obtain a more favorable bond rating on the Building Corporation's bonds which will provide a significant savings to the City because of the lower interest rates that a more favorable bond rating will achieve; and WHEREAS, because the City expects to pay said lease rentals from the EMS Funds, the Projects do not constitute "controlled projects" as provided by Indiana Code 6- 1.1 -20- 1.1; and WHEREAS, the Common Council desires to hold a public hearing regarding the determination to enter into such a lease to provide for the financing of the Projects; and WHEREAS, the Common Council further desires to initiate a petition of taxpayers requesting the City enter into a lease of the Projects with the Building Corporation; and NOW, THEREFORE, BE IT RESOLVED, by the Common Council of the City of South Bend, Indiana, as follows: DMS_US 51827101v2 Section I. The Common Council hereby authorizes a hearing to be held by this Common Council pursuant to IC 36 -1 -10 for the purpose of receiving public input regarding the determination to enter into a lease for the purpose of completing a lease financing for the Projects. Such hearing shall be held at a regular meeting of the Common Council on April 22, 2013, at 7:00 p.m. (local time), in the Council Chambers, 4th Floor, County -City Building, South Bend, Indiana. Section II. The Common Council hereby authorizes and directs the administrative staff of the City, with assistance from counsel, to provide notice of such hearing as required by law and to initiate the circulation of a petition of taxpayers requesting the City enter into a lease for the Projects with the Building Corporation. Section III. The Common Council desires to receive a petition of taxpayers requesting that the City enter into a lease of the Projects with the Building Corporation. Section IV. The Common Council hereby indicates on behalf of the City its intent to reimburse certain preliminary expenses related to the Project which have been or will be incurred by or on behalf of the City prior to the issuance of the Bonds from the Proceeds of the Bonds, pursuant. to Indiana Code 5- 1 -14 -6 and in compliance with Section 1.150 -2 of the Treasury Regulations. Section V. This Resolution shall be in full force and effect from and after its passage by the. Common Council and approval by the Mayor. PRESENTW -?'-l_3 COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA By: Member of the Common Council FiledM �Y s R 3 DMS US 51827101v2 - 2 -- 120ON CovNTY -CITY BUILDING 227 W. JEFFERSON BLVD. SOUTH BEND, INDIANA 46601 -1830 PHONE 574/ 235 -9216 FAx 574/235 -9928 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR DEPARTMENT OF ADMINISTRATION AND FINANCE April 3, 2013 Mr. Derek Dieter President, South Bend Common Council 4th Floor, County -City Building South Bend, IN 46601 Re: Resolution and Ordinance Concerning Lease for Construction and Equipping of New Fire Station #5 and Fire Safety Training Facility Dear President Dieter: As you know, discussions have been ongoing about the need to replace Fire Station #5 located at 2221 Prairie Avenue in South Bend, and the benefit to the City of constructing a fire safety training facility in South Bend. An ordinance and a resolution are being filed this date which commence the process for lease financing of both of these state of the art facilities. A duplicate original of this letter is being submitted to cover both the Resolution and the Ordinance because they are integrally related. The attached Ordinance approves and authorizes the execution of a Lease whereby construction of both new Fire Station #5 and the fire safety training facility will be achieved through a lease between the City as lessee and the City of South Bend Building Corporation as lessor, for a term not to exceed twenty one years, at a lease rental rate of not more than $561,000 per year, payable in semi - annual installments of $280,500 each. The proposed Lease is also attached. It is expected that lease rental payments shall be payable from the Emergency Medical Services Fund (EMS Funds), and that EMS Funds will fully cover the Lease costs. Should EMS Funds and other revenues be insufficient for this purpose, the Lease has been structured so that the tax levy will serve as back -up only; this will enable marketing of the Building Corporations bonds at a lower rate of interest. Please note that the Project does not constitute a "controlled project" as such term is defined by IC 6- 1.1- 20 -1.1 because such rentals are reasonably expected to be paid from funds other than property taxes that are exempt from the levy limitations of IC 6 -1.1 -18.5. A pre - curser to passage of the Ordinance is the attached Resolution which authorizes the steps required to approve the proposed Lease under IC 36 -1 -10. Therefore, the Resolution sets public hearing on the Lease for April 22, 2013 which is intended to coincide with the Council's review, public hearing, and passage of the Ordinance. The Resolution also directs that a petition from at least 50 South Bend real property owners be circulated and signed requesting that the City enter the proposed Lease, all as required by State law (IC 36- 1 -10 -7) . Derek Dieter Page 2 April 3, 2013 The City Administration has been pleased with the Common Council's positive response to the discussions of these Projects in the recent past, and hopes that the Council will approve both the Resolution and Ordinance. I will present the companion Resolution and Ordinance to the Common Council at its Committee meeting and at the public hearing. Thank you for your consideration of these matters. Sincerely, Mark Neal City Controller Filed in -k Office AR -� �ddOkIN VOOR() �9i" —LERK, SOUTH BEND, TO THE COMMON COUNCIL OF THE CITY OF SOUTH BEND: Your Committee of the Whole, to whom was referred: BILL NO. 13 -30 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, REGARDING THE SETTING OF A PUBLIC HEARING ON A LEASE FOR THE CONSTRUCTION AND EQUIPPING OF A FIRE STATION AND A FIRE SAFETY TRAINING FACILITY, AUTHORIZING THE PUBLICATION OF A NOTICE OF THE SAME, AND REGARDING CERTAIN RELATED MATTERS Respectfully report that they have examined the matter and that in their opinion, this bill is being recommended to the full Council with a favorable recommendation. This bill was heard by the Health & Public Safety Committee. Karen L. White Chairperson, Committee of the Whole LEASE Between CITY OF SOUTH BEND BUILDING CORPORATION and CITY OF SOUTH BEND, INDIANA DATED AS OF MAY 1, 2013 (FIRE STATION / FIRE SAFETY TRAINING CENTER PROJECTS) TABLE OF CONTENTS 1. Premises, Term and Warranty ...................................... ............................... ................1 2. Semiannual Rental Payments ................................................................ ..............................2 3. Additional Rental Payments ................................................................. ............................... 4 4. Abatement of Rent ................................................................................. ..............................4 5. Alteration and Repairs .......................................................................... ............................... 5 6. Insurance ............................................................................................... ............................... 5 7. General Covenants ................................................................................. ..............................6 8. Option to Purchase ................................................................................. ..............................7 9. Option to Renew .................................................................................... ..............................9 10. Utility Service ........................................................................................ ..............................9 11. Transfer to Lessee .................................................................................. ..............................9 12. Defaults .................................................................................................. ..............................9 13. Notices .................................................................................................. .............................10 14. Successors or Assigns ........................................................................... .............................10 15. Construction of Covenants ................................................................... .............................10 -i- DMS US 51840010v2 LEASE CITY OF SOUTH BEND BUILDING CORPORATION TO CITY OF SOUTH BEND, INDIANA THIS CONTRACT OF LEASE, made and entered into as of this 1 st day of May, 2013 (the "Lease "), by and between the City of South Bend Building Corporation, an Indiana not - for - profit corporation (hereinafter with its successors and assigns as provided by this Lease called "Lessor "), and the City of South Bend, Indiana (hereinafter called "Lessee "), WITNESSETH: In consideration of the mutual covenants herein contained, it is agreed that: 1. Premises, Term and Warranty. The Lessor does hereby lease, demise and let to Lessee (i) the real estate in the City of South Bend, Indiana, more particularly described in Exhibit A attached hereto and made a part hereof as Parcel I and Parcel II; (ii) the building or buildings to be erected on Parcel I described in Exhibit A (the "Fire Station Project "); and (iii) the building or buildings to be erected on Parcel II described in Exhibit A (the "Fire Safety Training Center Project" and, with the Fire Station Project, collectively, the "Projects "), all pursuant to plans and specifications prepared by the project architects engaged by the Lessee. The above - mentioned plans and specifications may be changed, additional construction work may be performed by Lessor, but only with the approval of Lessee, and only if such changes or modifications, additional construction or equipment do not alter the character of the Projects or reduce the value thereof. Any such additional construction shall be part of the property covered by this Lease. The above - mentioned plans and specifications have been filed with and approved by Lessee. DMS_US 51840010v2 TO HAVE AND TO HOLD the same with all rights, privileges, easements and appurtenances thereunto belonging, unto Lessee, for a term of twenty -one (21) years, beginning (i) with respect to the Fire Station Project on the date the Fire Station Project is completed and ready for occupancy and ending on the day prior to such date twenty -one (21) years thereafter and (ii) with respect to the Fire Safety Training Center Project on the date the Fire Safety Training Center Project is completed and ready for occupancy and ending on the day prior to such date twenty -one (21) years thereafter. However, the term of this Lease shall terminate at the earlier of (a) the exercise of the option to purchase by Lessee and payment of the option price, or (b) the payment or defeasance of all obligations of Lessor incurred (i) to finance the cost of the leased property, (ii) to refund such obligations, (iii) to refund such refunding obligations, or (iv) to improve the leased property. The date on which the Fire Station Project and the Fire Safety Training Center Project are completed and ready for occupancy shall be endorsed on this Lease at the end hereof by the parties hereto as soon as the same can be done after such completion and such endorsement shall be recorded as an addendum to this Lease. The Lessor hereby represents that it is possessed of a good and indefeasible estate in fee simple to the above- described real estate, and Lessor warrants and will defend the same against all claims whatsoever not suffered or caused by the acts of omissions of Lessee or its assigns. 2. Semiannual Rental Payments. During the term of this Lease, the Lessee agrees to pay rental for said premises at the semiannual rate of Two Hundred Eighty Thousand Five Hundred and 00 /100 Dollars ($280,500.00). The first semiannual rental payment shall be due on the later of (i) the day that the Projects are completed and ready for occupancy or July 15, 2014. If completion of the Projects is later than July 15, 2014, the first installment shall be in an amount which provides for rental at the rate specified above prorated from the date of such -2- DMS_US 51840010x2 completion until the first January 15 and July 15 following the date of such completion. Thereafter, such rental shall be payable in advance in semiannual installments of Two Hundred Eighty Thousand Five Hundred and 00 /100 Dollars ($280,500.00) on January 15 and July 15 of each year. The last semiannual rental payment due with respect to the Projects before the expiration of this Lease shall be adjusted to provide for rental at the yearly rate specified above prorated from the date such installment is due to the date of the expiration of this Lease. All payments so made by the Lessee for the Projects hereunder shall be considered as payment to the Lessor of the rentals payable hereunder. All rentals payable under the terms of this Lease shall be paid by the Lessee to the banking institution appointed as Trustee (the "Trustee ") under the Trust Indenture and Mortgage (the "Indenture ") securing the First Mortgage Bonds (hereinafter referred to as 'Bonds ") to be issued by the Lessor. After the sale of the Bonds issued by the Building Corporation to pay the cost of the Projects, including expenses incidental thereto, the first semiannual lease payment for the Projects and the sum of the second and third semiannual rental installments and the sum of the fourth and fifth semiannual rental installments, and so on, for the Projects shall be reduced to an amount equal to the multiple of One Thousand Dollars ($1,000) next higher than the sum of principal and interest due on the Bonds in each corresponding year ending on each Bond maturity date on such bonds plus Two Thousand Five Hundred Dollars ($2,500), payable in equal semiannual installments, assuming for such purposes that the first semiannual rental installment for the Projects is due on July 15, 2014. Such amount of reduced annual rental for the Projects shall be endorsed on this Lease at the end hereof by the parties hereto in the form of an addendum to be set forth in Exhibit B hereto, as soon as the same can be done after the sale of the Bonds, and such endorsement shall be recorded as an addendum to this Lease. In addition, -3 -. DMS_US 51840010x2 such addendum shall specify the Trustee to whom the Lessee shall pay the rental to be due under this Lease. 3. Additional Rental Payments. The Lessee shall pay as further rental for said premises all taxes and assessments levied against or on account of the Projects and expenses incurred by the Building Corporation related to the Indenture, including but not limited to fees of the Trustee. Any and all such payments shall be made and satisfactory evidence of such payments in the form of receipts shall be furnished to the Lessor by the Lessee, at least three (3) days before the last day upon which the same must be paid to avoid delinquency. In case the Lessee shall in good faith desire to contest the validity of any such tax or assessment, and shall so notify the Lessor, and shall furnish bond with surety to the approval of the Lessor conditioned for the payment of the charges so desired to be contested and all damages or loss resulting to the Lessor from the non - payment thereof when due, the Lessee shall not be obligated to pay the same until such contests shall have been determined. 4. Abatement of Rent. In the event the Projects shall be partially or totally destroyed, whether by fire or any other casualty, so as to render the same unfit, in whole or part, for use and occupancy by the Lessee, it shall then be the obligation of the Lessor to restore and rebuild the Projects as promptly as may be done, unavoidable strikes and other causes beyond the control of the Lessor excepted; provided, however, that the Lessor shall not be obligated to expend on such restoration or rebuilding more than the amount of the proceeds received by the Lessor from the insurance provided for in Paragraph 6 hereof. The rent payable hereunder for the Projects shall be abated for the period during which the Projects, or any part thereof, are unfit for occupancy and such abatement shall be in proportion to the percentage of floor area of each of the Projects which is unfit for occupancy. -4 DMS_US 51840010x2 5. Alteration and Repairs. The Lessee assumes all responsibility for repairs and alterations to the Projects. No alterations shall be made by Lessee without first obtaining the written consent of Lessor. Subject to Paragraph 11, at the end of the term, Lessee shall deliver the leased property to Lessor in as good condition as at the beginning of the term, reasonable wear and tear only excepted. Equipment or other personal property which becomes worn out or obsolete may be discarded or sold by Lessee. Lessee need not replace such personal property, but may replace such property at its own expense, which replacement property shall belong to Lessee. The proceeds of the sale of any personal property.shall be paid to the above- mentioned Trustee. Lessee may trade in any obsolete or worn out personal property or replacement property which will belong to Lessee upon payment to the Trustee of an amount equal to the trade -in value of such property. 6. Insurance. Lessee, at its own expense, will, during the full term of the Lease, keep the Projects insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of buildings or facilities of a similar type, with good and responsible insurance companies, subject to the approval of Lessor. Such insurance shall be in an amount at least equal to the greater of (i) the option to purchase price or (i) one hundred percent (100 %) of the full replacement cost of the Projects as certified by a registered architect, registered engineer, or professional appraisal engineer, selected by the Lessor, on the effective date of this Lease, and on or before the first day of the anniversary date of this Lease of each year thereafter, provided that such certification shall not be required so long as the amount of such insurance shall be in an amount at least equal to the option to purchase price. Such appraisal may be based upon a recognized index of conversion factors. The Lessee will, at all times during the full term of this Lease, keep in effect, public liability and property damage -5- DMS_US 51840010x2 insurance, insuring the Lessee, the Lessor, and the Trustee in amounts customarily carried for similar properties. Such public liability and property damage insurance may be provided under the public liability self - insurance program of Lessee. During the full term of this Lease, Lessee will also, at its own expense, maintain rent or rental value insurance in an amount equal to the full rental value of the Projects for a period of two (2) years against physical loss or damage of the type insured against pursuant to the preceding requirements of this clause. Such policies shall be for the benefit of persons having an insurable interest in the demised premises, and shall be made payable to the Lessor or to such other person or persons as the Lessor may designate. Such policies shall be countersigned by an agent of the insurer who is a resident of the State of Indiana, and such policies, together with a certificate of the insurance commissioner certifying that the persons countersigning such policies are duly qualified in the State of Indiana as resident agents of the insurers on whose behalf they may have signed, and the certificate of the architect or engineer hereinbefore referred to shall be deposited with the Lessor. If, at any time, the Lessee fails to maintain insurance in accordance with this clause, such insurance may be obtained by the Lessor and the amount paid therefor shall be added to the amount of rental payable by the Lessee under this Lease; provided, however, that the Lessor shall be under no obligation to obtain such insurance and any action or non - action of the Lessor in this regard shall not relieve the Lessee of any consequence of its default in failing to obtain such insurance. 7. General Covenants. The Lessee shall not assign this Lease or sublet the demised premises herein described without the written consent of Lessor; provided, however, that the Lessee shall in no event assign or sublet the demised premises if such assignment or sublease will result in the loss of the exclusion from gross income for federal income tax purposes of interest on any obligation issued by the Lessor to finance the demised premises. -6- DMS_US 51840010x2 Lessee shall use and maintain the demised premises in accordance with the laws and ordinances of the United States of America, the State of Indiana, and all other proper governmental authorities. Lessee has determined that a present need exists for the Projects, which need is not temporary or expected to diminish in the near future. The Projects are essential to and will be used by Lessee during the term thereof only for the purposes of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity. Lessee agrees to execute, if requested, a certificate regarding such matters. The Lessee covenants that it will not take any action or fail to take any action that would result in the loss of the excludability from gross income for federal tax purposes of interest on the Bonds pursuant to .Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code "), as in effect on the date of delivery of the Bonds, nor will the Lessee act in any manner which would adversely affect such excludability. The Lessee further covenants that it will not make any investment or do any other act or thing during the period that any Bond is outstanding hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder as in effect on the date of delivery of the Bonds. All officers, members, employees and agents of the Lessee are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessee evidencing the Lessee's commitments made herein. 8. Option to Purchase. Lessor hereby grants to Lessee the right and option, on any date prior to the expiration of this Lease, upon written notice to Lessor, to purchase the -7- DMS_US 51840010x2 demised premises at a price equal to the amount required to enable Lessor to pay all indebtedness, including accrued and unpaid interest to the first. date on which bonds may be redeemed and all premiums payable on the redemption thereof. In no event, however, shall such purchase price exceed the capital actually invested in such property by Lessor represented by outstanding securities or existing indebtedness plus the cost of transferring the property. The phrase "capital actually invested" as used herein shall be construed to include, but not by way of limitation, the following amounts expended by the Lessor: organization and incorporation expenses, financing costs, carrying charges, legal fees, architects' fees, contractors' fees and reasonable costs and expenses incidental thereto. Upon request of the Lessee, the Lessor agrees to furnish an itemized statement setting forth the amounts required to be paid by the Lessee on the next rental payment date in order to purchase the demised premises in accordance with the preceding paragraph. The statement shall also set forth the name of the Trustee under the trust agreement or agreements securing the outstanding indebtedness of the Lessor. If the Lessee exercises its option to purchase, it shall pay to the Trustee referred to above the purchase price which is required to pay all indebtedness of Lessor, including all premiums payable on the redemption thereof and accrued and unpaid interest. Such payment shall not be made until the Trustee gives to Lessee a written statement that such amount will be sufficient to retire all outstanding indebtedness of Lessor secured by the trust agreement or agreements between the Trustee and the Lessor, including all premiums payable on the redemption thereof and accrued and unpaid interest. -8- DMS_US 51840010x2 Nothing herein contained shall be construed to provide that Lessee shall be under any obligation to purchase the demised premises, or under any obligation in respect to any creditors, members or security holders of Lessor. 9. Option to Renew. Lessor hereby grants to Lessee the right and option to renew this Lease for a further like, or lesser, term upon the same or like conditions as herein contained, and Lessee shall exercise this option by written notice to Lessor given upon any rental payment date prior to the expiration of this Lease. 10. Utility Service. The Lessee agrees to pay or cause to be paid all charges for sewer, gas, water,. electricity, lights, heat or power, telephone or other utility services used, rendered or supplied upon or in connection with the leased premises throughout the term of this Lease, and to indemnify Lessor and save it harmless against any liability or damages on such account. The Lessee shall also procure any and all necessary permits, licenses or other authorizations required for the lawful and proper installation and maintenance upon the leased premises of wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any such service to and upon the leased premises. 11. Transfer to Lessee. In the event Lessee does not exercise its option to purchase under Paragraph 8 or option to renew under Paragraph 9, and upon full discharge and performance by the Lessee of its obligations under this Lease, the demised premises shall become the absolute property of the Lessee, and Lessor shall execute the proper instruments conveying title to the premises to Lessee. 12. Defaults. If the Lessee shall default in the payment of any rentals or other sums payable to the Lessor hereunder, or in the observance of any other covenant, agreement or condition hereof, which nonobservance shall continue for ninety (90) days after written notice to -9- DMS_US 51840010x2 correct the same, then, in any or either of such events, the Lessor may proceed to protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy, or the Lessor, at its option, without further notice, may terminate the estate and interest of the Lessee hereunder, and it shall be lawful for the Lessor forthwith to resume possession of the demised premises and the Lessee covenants to surrender the same forthwith upon demand. The exercise by the Lessor of the above right to terminate this Lease shall not release the Lessee from the performance of any obligation hereof maturing prior to the Lessor's actual entry into possession. No waiver by the Lessor of any right to terminate this Lease upon any default shall operate to waive such right upon the same or other default subsequently occurring. 13. Notices. Whenever either party shall be required to give notice to the other under this Lease, it shall be sufficient service of such notice to deposit the same in the United States mail, in an envelope duly stamped, registered and addressed to the other party or parties at their last known place of business. 14. Successors or Assigns. All covenants of this Lease, whether by Lessor or Lessee, shall be binding upon the successors and assigns of the respective parties hereto. 15. Construction of Covenants. Lessor was organized for the purpose of constructing the Projects and leasing the same to Lessee under the provisions of the Indiana Code, Title 36, Article 1, Chapter 10. All provisions herein contained shall be construed in accordance with the provisions of said Chapter, and to the extent of inconsistencies, if any, between the covenants and agreements in this Lease and provisions of said Chapter, the -10- DMS_US 51840010x2 provisions of said Chapter shall be deemed to be controlling and binding upon Lessor and Lessee. -11- DMS_US 51840010x2 IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for and on their behalf as of the day and year first hereinabove written. ATTEST: Secretary (SEAL) ATTEST: Clerk LESSOR CITY OF SOUTH BEND BUILDING CORPORATION President LESSEE CITY OF SOUTH BEND, INDIANA Mayor (Signature Page to Lease) DMS_US 51840010v2 STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for the State of Indiana, personally appeared and , personally known to me as the President and Vice President, respectively, of the City of South Bend Building Corporation, and acknowledged the execution of the foregoing Lease for and on behalf of said Corporation. Witness my hand and notarial seal this day of My Commission Expires: County Resident DMS_US 51840010v2 Notary Public Printed (Notary Page to Lease) 2013. STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for the State of Indiana, personally appeared and , personally known to me as the Mayor and Clerk, respectively, of the City of South Bend, Indiana, and acknowledged the execution of the foregoing Lease for and on behalf of said City. Witness my hand and notarial seal this day of Notary Public Printed My Commission Expires: County Resident 2013. This instrument was prepared by Randolph R. Rompola, Attorney at Law, Faegre Baker Daniels LLP, 202 South Michigan Street, Suite 1400, South Bend, Indiana 46601. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless otherwise required by law. Randolph R. Rompola, Attorney at Law. (Notary Page to Lease) DMS_US 51840010v2 EXHIBIT A Fire Station Project The Land ( "Parcel 1 ") upon which the new Fire Station will be constructed is located generally at 2221 Prairie Avenue and is described as follows: Parcel 1: INSERT LEGAL The Fire Station Project will consist of the demolition of the existing Fire Station No. 5 located at 2221 Prairie Avenue and construction of a new fire station facility that will contain approximately 3,000 square feet of living space and an apparatus bay containing approximately 1,400 square feet which can accommodate any of the City's fire engines. Fire Safety Training Facility Project The Land ( "Parcel 2 ") upon which the new Fire Safety Training Center Project will be constructed is on an approximately 5.5 acre parcel of real estate situated generally near Sample and High Streets and is described as follows: Parcel 2: INSERT LEGAL The Fire Safety Training Center Project will consist of the construction of closed campus containing numerous training environments and structures, including (i) a 4200 square foot classroom building with an attached outdoor classroom and demonstration space; (ii) a six (6) story training tower which will contain moveable interior walls; (iii) a 2000 square foot burn building that will support live fire and Class A combustibles and provide different tactical options depending upon approach (the front of the building will mimic a single family residence and the rear mimics an apartment building); and (iv) designated areas and props for auto extrication, rooftop operations, collapse rescue and trench and confined space rescue. A -1 DMS_US 51840010x2 EXHIBIT B FORM OF ADDENDUM TO LEASE Addendum to Lease Between City of South Bend Building Corporation, as Lessor, and City of South Bend, Indiana, as Lessee (Fire Station and Fire Safety Training Center Projects) THIS ADDENDUM, made and entered into this day of , 2013 (the "Addendum "), between City of South Bend Building Corporation, an Indiana non- profit corporation (the 'Building Corporation "), and City of South Bend, Indiana the "Lessee "), WITNESSETH: WHEREAS, the Building Corporation and Lessee have entered into a lease dated as of May 1, 2013 (the "Lease "), which was recorded in the office of the Recorder of St. Joseph County, Indiana, as Document Number ; and WHEREAS, Section 3 of the Lease provides that the reduced annual rental payable by the Lessee shall be endorsed on the Lease and recorded as an addendum to the Lease; NOW, THEREFORE, IT IS HEREBY AGREED, CERTIFIED, AND STIPULATED by the undersigned that: 1. The first semiannual rental installment in the amount of and 00 /100 Dollars ($ ) shall be due on the later of (i) the day that the Projects is completed and ready for occupancy, or (ii) July 15, 2014. If completion of the Project is later than July 15, 2014, the first installment shall be in an amount which provides for rental at the rate specified for the Projects in Exhibit A attached hereto and made a part hereof for the semiannual period in which the Projects are completed and ready for occupancy, prorated from the date of such completion until the first January 15 or July 15 following such date of completion. Thereafter, such rental shall be payable in advance in semiannual installments on January 15 or July 15 of each year as provided for in the attached lease payment schedule at Exhibit A. The last semiannual rental payment due with respect to the Projects before the expiration of this Lease shall be adjusted to provide for rental at the yearly rate specified for the Projects in Exhibit A prorated from the date such installment is due to the date of the expiration of this Lease. 2. The amendments to the Lease as set forth in this Addendum to Lease shall be effective as of the date of this Addendum to Lease and all remaining terms, covenants, and conditions set forth in the Lease shall remain in full force and effect. ICI DMS_US 51840010v2 IN WITNESS WHEREOF, the undersigned have caused this Addendum to be executed for and on their behalf on the day and year first hereinabove written. IWM ATTEST: Secretary (SEAL) ATTEST: Clerk LESSOR CITY OF SOUTH BEND BUILDING CORPORATION President LESSEE CITY OF SOUTH BEND, INDIANA Mayor B -2 DMS_US 51840010v2 STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for the State of Indiana, personally appeared. and , personally known to me as the President and Secretary, respectively, of the City of South Bend Building Corporation, and acknowledged the execution of the foregoing Lease for and on behalf of said Corporation. Witness my hand and notarial seal this day of 52013. Notary Public Printed My Commission Expires: County Resident B -3 DMS_US 51840010x2 STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for the State of Indiana, personally appeared and , personally known to me as the Mayor and Clerk, respectively, of the City of South Bend, Indiana, and acknowledged the execution of the foregoing Lease for and on behalf of said City. Witness my hand and notarial seal this day of , 2013. Notary Public Printed My Commission Expires: County Resident This instrument was prepared by Randolph R. Rompola, Attorney at Law, Faegre Baker Daniels LLP, 202 South Michigan Street, Suite 1400, South Bend, Indiana 46601. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless otherwise required by law. Randolph R. Rompola, Attorney at Law. B -4 DMS_US 51840010v2 EXHIBIT A ADDENDUM LEASE PAYMENT SCHEDULE B -5 DMS_US 51840010x2 INSTRUCTIONS RELATIVE TO CIRCULATION OF PETITION 1. The person who circulates a counterpart of a lease petition for the purpose of obtaining signatures thereon must be an owner of taxable real estate located within the boundaries of the City of South Bend. 2. The person who circulates each counterpart and executes the verifying affidavit attached hereto must sign the petition. The best practice is for such person to sign the counterpart which he or she circulates, on the first line. The person who circulates a counterpart should sign the counterpart and the verifying affidavit in the same style. Counterparts cannot be passed around from one person to another for circulation. 4. The signatures on each counterpart must be affixed in the presence of the person who circulates the counterpart and executes the verifying affidavit attached thereto. 5. Qualified petitioners are persons or corporations who are owners of taxable real estate located within the boundaries of the City of South Bend, as shown by the tax records in the County Auditor's Office. Persons purchasing real estate on contract, heirs in estates in which the real estate has not been distributed, and other persons whose ownership is not of record in the County Auditor's Office are not qualified petitioners. 6. One person cannot sign for another. A husband and wife owning real estate jointly are each qualified petitioners, and it is not necessary for each to sign in order for the other to constitute a valid petitioner; however, each must sign separately if the signatures are to be counted as signatures of two separate petitioners. In such cases, the wife should not sign as "Mrs. John P. Doe," but should sign her own name, thus "Mary T. Doe." 7. All names should be written as they appear on the tax records in the County Auditor's Office, as neatly as possible. It is a good practice to include complete first names, middle initials, and any "Jr." or "III," if applicable. 8. Each person signing the petition must: a. sign his/her full name and do not use nicknames; b. print his/her name; DMS_US 518271241 C. print the address of the taxable real property he /she owns; and d. print the township in which the taxable real property is located. 9. Do not insert a counterpart number at the top of the petition. This will be done after all counterparts have been collected. 10. On the last page you will find this language: "Counterpart No. Line No. " Please leave the Counterpart No. blank. Please fill in Line No. with the line number of your signature on the petition. As mentioned above, your signature should be on the first line. 11. The Verifying Affidavit on the last page of the petition must be notarized after you have obtained signatures. In order to have your signature on the Verifying Affidavit notarized, you must personally appear before a notary public. -2- DMS_US 518271240 PETITION OF TAXPAYERS OF THE CITY OF SOUTH BEND, INDIANA, Counterpart No. TO: The Common Council of the City of South Bend, Indiana We, the undersigned, being the owners of taxable real property located within the boundaries of the City of South Bend, Indiana (the "City "), hereby petition and request the Common Council of the City to enter into negotiations to secure a lease providing for (i) the construction, erection, equipping and leasing of a fire station to replace the existing fire station located at 2221 Prairie Avenue in the City which new fire station will provide approximately 3,000 square feet of living space and an apparatus bay of approximately 1400 square feet and (ii) the construction, erection, equipping and lease of a new fire safety training facility located on a 5.5 acre parcel located generally near Sample and High Streets in the City which facility will consist of the construction of closed campus containing numerous training environments and structures, including (A) a 4200 square foot classroom building with an attached outdoor classroom and demonstration space; (B) a six (6) story training tower which will contain moveable interior walls; (C) a 2000 square foot burn building that will support live fire and Class A combustibles and provide different tactical options depending upon approach (the front of the building will mimic a single family residence and the rear will mimic an apartment building); and (D) designated areas and props for auto extrication, rooftop operations, collapse rescue and trench and confined space rescue (collectively, the "Improvements ") all to be constructed, erected or acquired by the City of South Bend Building Corporation and leased to the City. We believe a need exists for such Improvements and that the City does not have current funds to pay for the cost of constructing, erecting and equipping said Improvements to meet the present need. We hereby petition the City to investigate the need for the Improvements, and upon determining that such need exists, to enter into a contract of lease with the City of South Bend Building Corporation, an Indiana nonprofit corporation, which will construct, erect or acquire the Improvements and thereafter lease the Improvements to the City. We urge that action be taken as promptly as possible pursuant to and in accordance with the provisions and procedures set forth under I.C. 36 -1 -10, as amended, to secure, if possible, a lease upon the above referenced Improvements. This petition may be circulated in several counterparts, and all such counterparts together are to be considered as constituting one petition. Township Where Taxable Real Name Address Property Located 1. Signature Print DMS_US 51827214v2 Township Where Taxable Real Name Address Property Located 2. Signature Print 3. Signature Print 4. Signature Print 5. Signature Print 6. Signature Print 7. Signature Print 8. Signature Print 9. Signature Print -2- DMS LTS 51827214v2 Township Where Taxable Real Name Address Property Located 10. Signature Print 11. -3- DMS_US 51827214v2 Signature 12. Print Signature 13. Print Signature 14. Print Signature 15. Print Signature 16. Print Signature 17. Print Signature Print -3- DMS_US 51827214v2 Township Where Taxable Real Name Address Property Located 18. Signature Print 19. Signature Print 20. Signature In DMS_US 51827214v2 Print 21. Signature Print 22. Signature Print 23. Signature Print 24. Signature Print 25. Signature Print In DMS_US 51827214v2 VERIFYING AFFIDAVIT STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) being first duly sworn upon his/her oath, deposes and says: He /she is a owner of taxable real estate property located within the boundaries of the City of South Bend, Indiana (the "City "), and has signed the counterpart indicated below on the line shown below of a petition addressed to the Common Council of the City requesting such Common Council to commence proceedings to secure a lease providing for (i) the construction, erection, equipping and leasing of a fire station to replace the existing fire station located at 2221 Prairie Avenue in the City which new fire station will provide approximately 3,000 square feet of living space and an apparatus bay of approximately 1400 square feet and (ii) the construction, erection, equipping and lease of a new fire safety training facility located on a 5.5 acre parcel located generally near Sample and High Streets in the City which facility will consist of the construction of closed campus containing numerous training environments and structures, including (A) a 4200 square foot classroom building with an attached outdoor classroom and demonstration space; (B) a six (6) story training tower which will contain moveable interior walls; (C) a 2000 square foot burn building that will support live fire and Class A combustibles and provide different tactical options depending upon approach (the front of the building will mimic a single family residence and the rear will mimic an apartment building); and (D) designated areas and props for auto extrication, rooftop operations, collapse rescue and trench and confined space rescue all to be constructed, erected or acquired by the City of South Bend Building Corporation and leased to the City all in accordance with the provisions of Indiana Code 36 -1 -10, as amended. All signatures appearing on the attached counterpart were affixed in his/her presence and are the true and lawful signatures of the persons signing this counterpart of this petition. Counterpart No. Line No. Signature (Printed Name) -5- DMS_US 51827214v2 STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for the State of Indiana, personally appeared and acknowledged the execution of the foregoing Counterpart. Witness my hand and notarial seal this day of , 2013. (Seal) My Commission Expires: I am a resident of County, Indiana DMS_US 51827214v2 Irel Notary Public (Printed Name)