01-26-15 Agenda, Packet and Committee Meeting Notice

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CITY OF SOUTH BEND, INDIANA $[ 1 ECONOMIC DEVELOPMENT INCOME TAX BONDS OF 2015 BOND PURCHASE AGREEMENT March _, 2015 City of South Bend, Indiana 227 West Jefferson Blvd. South Bend, Indiana 46601 Ladies and Gentlemen: The undersigned, [ 1 ( "Purchaser "), hereby offers to enter into this Bond Purchase Agreement ( "Purchase Agreement ") with the City of South Bend, Indiana ( "Issuer "), relating to the Issuer's $[_ Economic Development Income Tax Bonds of 2015 ( "Bonds "). The Bonds are authorized in accordance with Ordinance No. adopted by the Common Council of the Issuer on January 26, 2015 ( "Ordinance "). The Issuer will use the proceeds of the Bonds for the purpose of paying costs of various capital improvements and expansions to the Issuer's parks and park facilities and to pay for all costs related to the issuance of the Bonds. 1. Bond Sale and Closing. Subject to the terms and conditions and in reliance upon the representations and covenants set forth herein, the Purchaser hereby agrees to purchase all (but not less than all) of the Bonds. The Bonds shall be dated March _, 2015, and shall accrue interest at the rate per annum shown in Exhibit A (attached hereto) from the Closing Date (as hereinafter defined), and shall mature on February I and August 1 in the years and in such amounts as set forth in Exhibit A and made a part hereof. The purchase price for the Bonds shall be [the par value thereofl. The delivery of and payment for the Bonds shall take place at the closing, to occur at the offices of Frost Brown Todd LLC, Indianapolis, Indiana, on March _ 2015, or at such other date, place or time as may be designated by the Issuer and the Purchaser ( "Closing Date "). The Purchaser will accept delivery of the Bonds and shall arrange for the purchase price of the Bonds to be paid as set forth herein by wire transfer in immediately available funds to an account specified by the Issuer. 2. Representations and Covenants of the Issuer. The Issuer represents and warrants to the Purchaser that: (a) It is authorized by law to enter into this Purchase Agreement and the other documents referred to herein and to perform all of its obligations to consummate the transactions contemplated hereby and thereby; (b) The Issuer agrees that it shall take all necessary action to authorize the execution and delivery of, and shall execute and deliver the Bonds and any and all other agreements, certificates, and documents as may be required to consummate the transactions contemplated hereby; (c) This Purchase Agreement, the Ordinance and the Bonds do not and will not