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HomeMy WebLinkAboutAuthorize- Issuance of Revenue Bonds $11,960,000 �• � � � . . � r ORDI�IAI�IG� I�o. $778-97 Passed by the Common Council of the City of South Bend,Indiana April 28, 97 19 � ' Attest: • ti.c ��' City Clerk LORET A J. A � ��� � C Attest: Prestdent of Common Councal Presented by me to the Mayor of the City of South Bend,Indiana Aprif 29, 19 97 c� City Clerk LORETTA UDA Approved and signed by me Mav 1, 19 97 ���d-��� ___ Mayor 1 ( � f � � ORDTNANCE NO. ; �D'�� An Ordinance of the Common Council of the City of South Bend, Indiana, Authorizing the Issuance and Sale of County Economic Development Income Tax Revenue Bonds of the City Payable Solely From County Economic Development Income Tax Revenues to be Received by the City in the Principal Amount not to exceed Eleven Million Nine Hundred Sixty Thousand and 00/100 Dollars ($11,960,000.00) for the Purpose of Financing Costs of a Proposed Economic Development Project of the City, Together with Expenses in Connection With the Issuance of Bonds STATEMENT OF PURPOSE AND INTENT The following members of the St. Joseph County Income Tax Council (the "Income Tax Council"), constituting a majority of the Income Tax Council, took the following actions to impose the County Economic Development Income Tax in St. Joseph County pursuant to I.C. 6-3.5-7-5: (i) on March 2, 1995, the St. Joseph County Council (the "County Council") adopted its Resolution No. R295, entitled "A Resolution of the County Council of the County of , St. Joseph Proposing and Voting in Favor of an Ordinance of the St. Joseph County Income Tax Council Imposing the County Economic Development Income Tax in St. Joseph County" and (ii) on March 28, 1995, the Common Council (the "Common Council") of the City of South Bend, Indiana (the "City"), adopted its Resolution 2226-95, entitled "A Resolution of the Common Council of the City of South Bend, Indiana, Voting in Favor of an Ordinance of the St. Joseph County Income Tax Council Imposing the County Economic Development Income Tax in St. Joseph County." The following members of the Income Tax Council, constituting a majority of the Income Tax Council, took the following actions to increase the rate of the County Economic Development Income Tax in St. Joseph County pursuant to I.C. 6-3.5-7-6: (i) on March 4, 1997, the County Council adopted Resolution No. 597 entitled "A Resolution of the County Council of the County of St. Joseph Proposing and Voting in Favor of an Ordinance of the St. Joseph County Income Tax Council Imposing the County Economic Development Income Tax in St. Joseph County" and (ii) on March 24, 1997, the Common Council adopted its Resolution No. 2444-97, entitled "A Resolution of the Common Council of the City of South Bend, Indiana, Voting in Favor of an Ordinance of the St. Joseph County Income Tax Council Imposing the County Economic Development Income Tax in St. Joseph County." The Common Council and the Mayor of the City (the "Mayor"), approved a capital improvement plan (the "Plan") pursuant to I.C. 6-3.5-7-15 specifying the uses of the revenues to be received by the City under I.C. 6-3.5-7. The Plan sets forth the City's intention to use the � � � � , � revenues to be received under I.C. 6-3.5-7 for, among other projects, the construction and equipping of a parking garage to be located at the northwest corner of Michigan and Jefferson Streets and extending along Michigan Street which will include approximately Six Hundred Eighty (680) parking spaces above and below ground, and approximately Eleven Thousand (11,000) square feet of retail space fronting Michigan Street, the construction of improvements to the surface parking lot located at the southwest corner of the intersection of Michigan and Washington Streets, and the construction of public improvements including sidewalks and a public plaza in the block bounded by Michigan, Washington, Main and Jefferson Streets (collectively, the "Economic Development Project") or for the retirement of bonds issued under I.C. 6-3.5-7-14 to finance such Economic Development Project. Based on preliminary engineering and technical studies, the cost of the Economic Development Project, together with expenses in connection with the issuance of bonds therefor, is in excess of Eleven Million Nine Hundred Sixty Thousand and 00i100 Dollars ($11,960,000.00). The proposed Economic Development Project constitutes an "economic development project" as defined in I.C. 6-3.5-7-13(c) in that it will promote significant opportunities for the gainful employment of the citizens of the City and will involve expenditures for various costs relating to site improvements and structures. Such Economic Development Project and the financing by the City of the costs of such Economic Development Project are necessary and will be of general benefit to the City and its citizens. The City has no funds available or provided for in the existing budgets or tax levies or sources of revenue that may be applied to the costs of the proposed project, making it necessary to authorize the issuance of county economic development income tax revenue bonds of the City as authorized by I.C. 6-3.5-7-14. NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AS FOLLOWS: SECTION 1. The City is hereby authorized to make a loan in the principal amount not to exceed Eleven Million Nine Hundred Sixty Thousand and 00/100 Dollars ($11,960,000.00), for the purpose of providing funds to be applied to the costs of all or any portion of the Economic Development Project, together with expenses in connection with the issuance of bonds to provide therefor. The financing of such Economic Development Project, together with expenses in connection with the issuance of bonds to provide therefor, is undertaken pursuant to the Plan, formally titled "1997-2001 Capital Improvements Program," which Plan is hereby found to be sufficient and in compliance with I.C. 6-3.5-7-15. SECTION 2. In order to procure funds for such loan, the City is hereby authorized and directed to have prepared and to issue and sell negotiable county economic development income tax revenue bonds of the City, in one or two series, to be designated as "City of South Bend, Indiana, County Economic Development Income Tax Revenue Bonds of 1997" (the "Bonds"), in the aggregate principal amount not to exceed Eleven Million Nine Hundred Sixty Thousand and 00/100 ($11,960,004.00). The Bonds shall be payable solely from the Sinking Fund referred to below. If the Bonds are sold in two series, each such series shall -2- � � , � � ` � ` be referred to as Series A and Series B, respectively, and the form of the Bond set forth in Section 3 of this Ordinance shall be modified accordingly. The Bonds shall be issued in fully registered form in the denomination of Five Thousand Dollars ($5,000) or an integral multiple thereof not exceeding the aggregate principal amount of Bonds maturing in any one (1) year. The Bonds shall be numbered consecutively from 97R-1 upwards and shall bear interest payable semiannually commencing August 1, 1997, or such later date as may be set forth in the Issuer's Certificate defined herein, and each February 1 and August 1 thereafter, at a rate or rates not to exceed ten percent (10%) (the exact rate or rates of interest to be determined by negotiation or by competitive sale as set forth in Section 4 hereo fl or such lower rates for such maturities as may be determined by the Mayor and the Controller of the City (the "Controller") and as set forth in a certificate of the City executed by the Mayor and the Controller prior to the sale of the Bonds, establishing certain provisions and details with respect to the Bonds (hereinafter referred to as the "Issuer's Certificate"). Interest shall be calculated on the basis of twelve (12) thirty (30)-day months for a three hundred sixty (360)-day year. The Bonds shall mature semiannually beginning on February 1, 1998, or such later date as may be set forth in the Issuer's Certificate, and thereafter on each August 1 and February l, through and including February 1, 2017, or such earlier final maturity date and in such annual principal amounts set forth in the Issuer's Certificate. A Registrar and Paying Agent (the "Registrar" or the "Paying Agent" or in both such capacities as the "Registrar and Paying Agent") shall be appointed by the Controller. The Controller is hereby authorized to solicit and receive proposals with regard to the services of a registrar and paying agent. The Registrar and Paying Agent is hereby charged with and shall by appropriate agreement undertake the performance of all of the duties and responsibilities customarily associated with each such position, including without limitation authenticating the Bonds. The Registrar shall keep and maintain at its principal office books for the registration and for the transfer of the Bonds (the "Bond Register"). The Mayor and the Controller are hereby authorized and directed, on behalf of the City, to enter into such agreements or understandings with the Registrar and Paying Agent as will enable the Registrar and Paying Agent to perform the services required of a registrar and a paying agent, and is authorized and directed to pay the Registrar and Paying Agent for its services out of available funds. The principal of and premium, if any, on the Bonds shall be payable at the principal office of the Paying Agent for the Bonds. Interest on the Bonds shall be paid by check or draft mailed or delivered to the registered owners thereof at the address as it appears on the Bond Register as of the fifteenth day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by such registered owners. All payments on the Bonds shall be made in any coin or currency of the United States of America which on the dates of such payments shall be legal tender for the payment of public and private debts. -3- � � Each Bond shall be transferable or exchangeable only upon the Bond Register, by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner or his attorney duly authorized in writing, provided, however, that no such transfer or exchange shall be authorized or effected unless the registered owner delivers a written notice to the City and the Registrar stating the intent to make such transfer or exchange at least fifteen (15) days prior to the date such transfer or exchange is intended to take place, and provided further, that no transfer or exchange for less than the entire principal amount of such Bond shall be authorized to be made or effected by the Registrar. In the event that any Bond is duly transferred or exchanged in accordance herewith, a new fully registered Bond or Bonds in the same aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. Bonds may be transferred or exchanged without cost to tlie registered owner, except for any tax or governmental charge required to be paid with respect to the exchange. The Registrar shall not be obligated to make any exchange or transfer of Bonds called for redemption or during the period from the fifteenth day of any calendar month immediately preceding an interest payment date on the Bonds until such interest payment date. The City, the Registrar and the Paying Agent for the Bonds may treat and consider the person in whose name such Bonds are registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. In the event any Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new Bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed, which new Bond shall be marked in a manner to distinguish it from the Bond for which it was issued, provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the City and the Registrar, and in the case of any lost, stolen or destroyed Bond there shall be first furnished to the City and the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such lost, stolen or destroyed Bond shall have matured, instead of issuing a duplicate Bond, the City and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The City and the Registrar may charge the owner of such Bond with their reasonable fees and expenses in connection with the above. Every substitute Bond issued by reason of any Bond being lost, stolen or destroyed shall,with respect to such Bonds, constitute a substitute contractual obligation of the City, whether or not the lost, stolen or destroyed Bond shall be found at any time, and shall be entitled to all the benefits of this Ordinance, equally and proportionately with any and all other Bonds duly issued hereunder. The Bonds and any bonds hereafter issued on a parity therewith, as to principal, premium, if any, and interest, shall be payable from and secured by an irrevocable pledge of and shall constitute a charge upon all the county economic development income tax revenues of the City deposited into the Sinking Fund as defined below. The City shall not be obligated to pay -4- ', , the Bonds or the premium, if any, or the interest thereon except from the county economic development income tax revenues of the City deposited into the Sinking Fund as defined below. The Bonds shall bear an Original Date which shall be the first day of the month in which the Bonds are delivered, and each Bond shall also bear the date of its authentication. Bonds authenticated on or before July 15, 1997, shall be paid interest from the Original Date. Bonds authenticated thereafter shall be paid interest from the interest payment date next preceding the date of authentication of such Bonds unless the Bonds are authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest thereon shall be paid from such interest payment date. The Bonds shall be executed in the name of the City of South Bend, Indiana, by the manual or facsimile signature of the Mayor, countersigned by the manual or facsimile signature of the Controller, and attested by the manual or facsimile signature of the Clerk, who shall cause the official seal of the City to be impressed or a facsimile thereof to be printed or otherwise reproduced on each of the Bonds. Subject to the provisions for registration and the other limitations, the Bonds shall be negotiable under the laws of the State of Indiana. The Bonds shall be authenticated with the manual signature of an authorized representative of the Registrar, and no Bond shall be valid or obligatory for any purpose until the certificate of authentication on such Bond shall have been so executed. The Registrar or the Paying Agent may at any time resign as Registrar or Paying Agent by giving thirty (30) days' written notice to the City and by first-class mail to each registered owner of Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor Registrar or Paying Agent, as the case may be, by the City. Such notice to the City may be served personally or be sent by registered mail. The Registrar or Paying Agent may be removed at any time as Registrar or Paying Agent by the City, in which event the City may appoint a successor Registrar or Paying Agent, as the case may be. The City shall notify each registered owner of Bonds then outstanding by first-class mail of the removal of the Registrar or Paying Agent. Notices to registered owners of Bonds shall be deemed to be given when mailed by first-class mail to the addresses of such registered owners as they appear on the Bond Register. Any predecessor Registrar shall deliver all the Bonds in its possession and the Bond Register to the successor Registrar and any predecessor Paying Agent shall deliver all the cash in its possession to the successor Paying Agent. SECTION 3. The form and tenor of the Bonds shall be substantially as follows (all blanks to be properly completed prior to the preparation of the Bonds): -5- , . UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF ST. JOSEPH No. 97R- $ CITY OF SOUTH BEND, INDIANA, COUNTY ECONOMIC DEVELOPMENT INCOME TAX REVENUE BOND OF 1997 INTEREST MATURITY ORIGINAL AUTHENTICATION RATE DATE DATE DATE % 1, 1, 1997 REGISTERED OWNER: PRINCIPAL SUM: The City of South Bend(the"City"), in the State of Indiana,for value received,hereby promises to pay to the Registered Owner (named above) or registered assigns, but solely from the special revenue fund hereinafter referred to, the Principal Sum set forth above on the Maturity Date set forth above, and to pay interest on the Principal Sum to the Registered Owner of this bond until the City's obligation with respect to the payment of the Principal Sum shall be discharged,at the per annum rate specified above from the interest payment date immediately preceding the date of authentication of this bond, unless this bond is authenticated on or before July 15, 1997, in which case interest shall be paid from the Original Date specified above,or unless this bond is authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest shall be paid from such interest payment date. Interest is payable August 1, 1997, and semiannually thereafter on February 1 and August 1 of each year by check or draft. Interest shall be calculated on the basis of twelve (12) thirty-day months for a three hundred sixty-day year. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America at the principal office of in the City of , Indiana,as Paying Agent (which term shall include any successor paying agent). Interest on this bond shall be paid by check or draft mailed or delivered to the Registered Owner hereof at the address as it appears on the books kept by ,Indiana, in the City of as Registrar(which term shall include any successor registrar)for the registration and for the transfer of the bonds (the "Bond Register") as of the fifteenth day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by the Registered Owner. All payments on this bond shall be made in any coin or currency of the United States of America which on the dates of such payments shall be legal tender for the payment of public and private debts. This bond is one of an authorized issue of bonds of the City of South Bend, Indiana, aggregating and 00/100 Dollars($_,OQ0.00)numbered consecutively from 97R-1 upwards, issued pursuant to an ordinance adopted by the Common Council of the City on , 1997, entitled"An Ordinance of the City of South Bend,Indiana,Authorizing the Issuance and Sale of County Economic Development Income Tax Revenue Bonds of the City Payable Solely from County Economic Development Income Tax Revenues to be Received by the City in the Principal Amount not to exceed Eleven Million Nine Hundred Sixty Thousand and 00/100 Dollars -6- , ($11,960,000.00) for the Purpose of Financing Costs of a Proposed Economic Development Project of the City, Together with Expenses in Connection with the Issuance of Bonds" (the "Ordinance"), and the Indiana Code. Reference is hereby made to the Ordinance for a description of the nature and extent of the rights, duties and obligations of the owners of the bonds and the City and the terms on which this bond is issued, and to all the provisions of the Ordinance to which the registered owner hereof by the acceptance of this bond assents. Pursuant to provisions of the Ordinance,the principal of and prernium,if any,and interest on this bond and all other bonds of such issue and any bonds hereafter issued ranking on a parity therewith, are payable solely from the Sinking Fund created by the Ordinance to be provided from the county economic development income tax revenues of the City. The City shall not be obligated to pay this bond or the interest thereon except from said special fund provided from said revenues. Subject to the provisions for registration and to certain other provisions set forth in the Ordinance,this bond is negotiable under the laws of the State of Indiana. The City irrevocably pledges the entire county economic development income tax revenues of the City deposited into the Sinking Fund created by the Ordinance,to the extent necessary for that purpose, to the prompt payment of principal of and interest on the bonds authorized by the Ordinance,of which this is one, and any bonds hereafter issued on a parity therewith. THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. It is hereby certified and recited that all acts, conditions and things required by law and the Constitution of the State of Indiana to be done precedent to and in the execution, issuance,sale and delivery of this bond have been properly done, happened and performed in regular and due form as provided by law; and that this bond and the total issue of bonds is within every limit of indebtedness provided by the Constitution and laws of the State of Indiana. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance authorizing this bond until the certificate of authentication hereon shall have been duly executed by the Registrar(or a duly authorized representative thereo fl. IN WITNESS WHEREOF, the City of South Bend, in the State of Indiana, by ordinance of its Common Council, has caused this bond to be executed in its name by the manual or facsimile signature of its Mayor, countersigned by the manual facsimile signature of its Controller,and attested by the manual or facsimile signature of its Clerk, who has caused the official seal of the City to be impressed or a facsimile thereof to be printed or otherwise reproduced hereon. CITY OF SOUTH BEND, INDIANA By: (Facsimile) Mayor Countersigned: (Facsimile) Controller (SEAL) ATTEST: (Facsimile) Clerk -7- , �� . , REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within mentioned Ordinance. , Indiana By: as Registrar [Reverse of Bond] The City reserves the right pursuant to the terms and conditions of the Ordinance to authorize and issue additional bonds hereafterpayable out of the county economic development income tax revenues of the City,ranking on a parity herewith or junior hereto, for the purpose of financing additional costs of the economic development project for which the bonds were issued and future economic development projects and such other projects as may be permitted by law. So long as any bond is outstanding, Indiana Code 6-3.5-7-14 prohibits a county which has imposed the county economic development income tax from reducing the county economic development income tax rate imposed on the adjusted gross income of county taxpayers below that which is required to be maintained by law. The bonds of this issue, maturing on or after August 1, 2008, may be redeemed by the City, in whole or in part,on August 1,2007, or at any time thereafter,in order of maturity determined by the City, and by lot within any such maturity or maturities by the Registrar, at a redemption price expressed as a percentage of the principal amount of each Bond to be redeemed in accordance with the following schedule,plus accrued interest to the date of redemption: Redemption Period (Both Dates Inclusive) Redemption Price August 1, 2007, through and including July 31, 2008 102% August 1, 2008, through and including July 31, 2009 101% August 1, 2009, and thereafter prior to maturity 100% Official notice of any such redemption identifying the Bonds shall be sent by the Registrar by certified or registered mail to the Registered Owner of this bond at least thirty(30)days and not more than sixty(60)days prior to the scheduled redemption date,at the address shown on the registration books of the Registrar and Paying Agent, or at such other address as is furnished in writing to the Registrar and Paying Agent, unless such notice is waived by the Registered Owner;provided,however,that failure to give such notice by mailing, or any defect therein,with respect to any such bond will not affect the validity of any proceedings for redemption of any other such bonds. The place of redemption may be at the principal corporate office of the Paying Agent or as otherwise determined by the City. Interest on bonds so called for redemption shall cease to accrue on the redemption date fixed in such notice, so long as sufficient funds are available at the place of redemption to pay the redemption price on the redemption date or when presented for payment. The bonds so redeemed prior to maturity shall be surrendered for cancellation. -8- If this bond shall not be presented for payment or redemption on the date fixed therefor, the City may deposit in trust with the Paying Agent an amount sufficient to pay such bond or the redemption price,as appropriate, and thereafter the Registered Owner shall look only to the funds so deposited in trust with the Paying Agent for payment, and the City shall have no further obligation or liability with respect thereto. All bonds which have been redeemed shall be cancelled and cremated or otherwise destroyed and shall not be reissued and a counterpart of the certificate of cremation or other destruction evidencing such cremation or other destruction shall be furnished by the Registrar to the City;provided,however,that one or more new registered bonds shall be issued for the unredeemed portion of any bond without charge to the holder thereof. The principal of and premium, if any, and interest on this bond and all other bonds of the issue, and any bonds hereafter issued ranking on a parity herewith are, to the extent and as provided in the Ordinance, payable solely out of the Sinking Fund created pursuant to the Ordinance, to be provided from the county economic development income tax revenues to be received by the City. In the manner provided in the Ordinance,the Ordinance and the rights and obligations of the City and of the owners of the bonds may(with certain exceptions as stated in the Ordinance)be modified or amended with the consent of the owners of at least sixty percent(60%} in aggregate principal amount of outstanding bonds exclusive of bonds, if any, owned by the City. Additional bonds ranking on a parity with the bonds authorized by the Ordinance and other bonds,junior to the bonds authorized by the Ordinance,can be issued in accordance with the terms of the Ordinance. This bond is transferable or exchangeable only upon the Bond Register, by the Registered Owner hereof in person, or by his attorney duly authorized in writing, upon surrender of this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executedby the Registered Owner or his attorney duly authorized in writing, provided, however, that no such transfer or exchange shall be authorized or effected unless the Registered Owner delivers a written notice to the City and the Registrar stating the intent to make such transfer or exchange at least fifteen(15) days prior to the date such transfer or exchange is intended to take place, and provided further, that no transfer or exchange for less than the entire principal amount of this bond shall be authorized to be made or effected by the Registrar. In the event that this bond is duly transfened or exchanged in accordance herewith,a new fully registered bond or bonds in the same aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or to the Registered Owner, as the case may be, in exchange therefor. This bond may be transferred or exchanged without cost to the Registered Owner,except for any tax or governmental charge required to be paid with respect to the transfer or exchange. The Registrar shall not be obligated to make any exchange or transfer of this bond if it has been called for redemption or during the period from the fifteenth day of any calendar month immediately preceding an interest payment date on this bond until such interest payment date. The City,the Registrar and the Paying Agent for this bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes, including for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon. In the event this bond is mutilated, lost, stolen or destroyed,the City may execute and the Registrar may authenticate a new bond of like date,maturity and denomination as this bond, which new bond shall be marked in a manner to distinguish it from this bond;provided that,in the case of this bond being mutilated,this bond shall first be surrendered to the City and the Registrar,and in the case of this bond being lost, stolen or destroyed,there shall first be furnished to the City and the Registrar evidence of such loss,theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event that this bond, being lost, stolen or destroyed, shall have matured, instead of issuing a duplicate bond the City and the Registrar may, upon receiving indemnity satisfactory to them, pay this bond without surrender hereof. In such event, the City and the Registrar may charge the owner of this bond with their reasonable fees and expenses in connection with the above. Every substitute bond issued by reason of this bond being lost,stolen or destroyed shall,with respect to this bond,constitute a substitute contractual obligation of the City,whether or not this bond,being lost,stolen or destroyed shall be found -9- . �� at any time, and shall be entitled to all the benefits of the Ordinance,equally and proportionately with any and all other bonds duly issued thereunder. The Registrar or Paying Agent may at any time resign as registrar or paying agent by giving thirty (30) days' written notice to the City and by first-class mail to the registered owners of bonds then outstanding, and such resignation will take effect at the end of such thirty(30)days or upon the earlier appointment of a successor registrar or paying agent, as the case may be, by the City. Such notice to the City may be served personally or be sent by registered mail. The Registrar or Paying Agent may be removed at any time as registrar or paying agent by the City, in which event the City may appoint a successor registrar or paying agent,as the case may be. The City shall notify the registered owners of this bond, if then outstanding, by first-class mail of the removal of the Registrar or the Paying Agent. Notices to registered owners of bonds shall be deemed to be given when mailed by first-class mail to the addresses of such registered owners as they appear in the registration books kept by the Registrar. The bonds maturing in any one year are issuable only in fully registered form in the denomination of$5,000 or any integral multiple thereof not exceeding the aggregate principal amount of the bonds maturing in such year. If this bond shall have become due and payable in accordance with its terms or this bond or a portion hereof shall have been duly called for redemption or irrevocable instructions to call this bond or a portion hereof for redemption shall be given, and the whole amount of the principal of, the premium, if any, and interest,so due and payable upon all of this bond or a portion hereofthen outstanding shall be paid or(i) sufficient moneys,or(ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such purpose, (iii) time certificates of deposit of a bank or banks, fully secured as to both principal and interest by obligations of the kind described in(ii)above or(iv)any combination of(i), (ii), or(iii)above,the principal of and interest on which when due will provide sufficient moneys for such purpose,shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case this bond or such portion hereof shall no longer be deemed outstanding or an indebtedness of the City. The following abbreviations, when used in the inscription of the fact of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN.COM. as tenants in common TEN.ENT. as tenants by the entireties JT.TEN. as joint tenants with right of survivorship and not as tenants in common UNIF. TRANS MIN.ACT Custodian (Cust.) (Minor) Under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto -10- , 1 (insert name and address) the within bond and all rights thereunder,and hereby irrevocablyconstitutes and appoints attorney to transfer the within bond on the books kept for the registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears on the face of the within bond in every particular,without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTICE: Signature(s)must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. [End of Bond Form] SECTION 4. The Mayor and the Controller are hereby authorized to elect in their joint discretion (i) to sell all of the Bonds by negotiation or (ii) to sell all of the Bonds at a public sale. Any such election shall be evidenced by (i) the transmittal of written notice by the Mayor to the Common Council and (ii) a statement to that effect contained in the Issuer's Certificate. SECTION 5. The provisions of this Section 5 shall govern the sale of the Bonds if the Mayor and the Controller elect to sell the bonds at a public sale. Prior to the sale of the Bonds, the Controller shall cause to be published a notice of intent to sell bonds two (2) times at least one week apart in the South Bend Tribune and the Tri-County News and in such other newspapers, if any, as the Controller may deem appropriate. The notice must state that any person interested in submitting a bid for the Bonds may furnish in writing, at the address set forth in the notice, the person's name, address, and telephone number, and that any such person may also furnish a telex or facsimile number. The notice must also state (1) the amount of the Bonds to be offered; (2) the denominations; (3) the dates of maturity; (4) the maximum rate or rates of interest; (5) the place of sale; and (6) the time within which the name, address and telephone number must be furnished, which must not be less than seven (7) days after the last publication of the notice. The notice shall state further the purpose for which the Bonds are being issued, any limitations as to the number of interest rates and the setting of such rates, the terms and -11- , conditions upon which bids will be received and the sale made, and such other information as the Controller and the attorneys employed by the City shall deem necessary or advisable. Each person so registered shall be notified of the date and time bids will be received not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by the person, and also by telex or facsimile if the person furnishes a telex or facsimile number. Such notice shall provide, among other things, that each bid shall be accompanied by a certified cashier's check or a financial surety bond in an amount equal to one percent (1%) of the principal amount of the Bonds to guarantee performance on the part of the bidder, with the successful bidder providing said amount by a certified or cashier's check submitted with the bid or by wire transfer on the next business day following the award if said bidder provided a financial surety bond with the bid and that in the event the successful bidder shall fail or refuse to accept delivery of and pay for the Bonds as soon as the Bonds are ready for delivery, or at the time fixed in the notice, then said amount shall become the property of the City and shall be considered as the City's liquidated damages on account of such default. All bids for the Bonds shall be sealed and shall be presented to the Controller at her office, and the Controller shall continue to receive all bids offered until the hour named on the day fixed in the notice of sale, at which time and place he shall open and consider each bid. Bidders for the Bonds shall be required to name the rate or rates of interest which the Bonds are to bear, not exceeding the maximum rate hereinabove fixed. Said interest rate or rates shall be in multiples of one-eighth (1/8) or one-twentieth (1/20) of one percent (1%). Bids specifying more than one interest rate shall also specify the amount and maturities of the Bonds bearing each rate, and all Bonds maturing on the same date shall bear the same single rate of interest. The interest rate on Bonds of a given maturity must be at least as great as the interest rate on Bonds of any earlier maturity. Subject to the provisions contained below, the Controller shall award the Bonds to the bidder offering the lowest interest cost to the City, to be determined by computing the total interest on all of the Bonds from the date thereof to their maturities and deducting therefrom the premium bid, if any, or adding thereto the amount of any discount, if any. No bid for less than ninety-eight percent (98%) of the par value of the Bonds (or such higher percentage of the par value of the Bonds as the Mayor and Controller may determine and set forth in the Issuer's Certificate, with the advice of the financial advisor to the City), plus accrued interest at the rate or rates named to the date of delivery, will be considered. The Controller shall have full right to reject any and all bids. In the event no acceptable bid is received at the time fixed in the notice for the sale of the Bonds, the Controller shall be authorized to continue to receive bids from day to day thereafter for a period not to exceed thirty (30) days, without readvertising; provided, however,that if said sale be continued, no bid shall be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for such sale in the notice of sale. SECTION 6. The Controller is hereby authorized and directed to have the Bonds prepared. In case any officer whose signature appears on the Bonds shall cease to hold that office before the delivery of the Bonds, the signature shall nevertheless be valid and sufficient -12- for all purposes, the same as if such officer had remained in office until the delivery of the Bonds. After the Bonds have been properly executed, the Bonds shall be delivered to the purchaser or purchasers in the manner provided by law. Prior to the delivery of the Bonds, the Controller shall be authorized to obtain a legal opinion as to the validity of the Bonds from Baker & Daniels, bond counsel for the City, and to furnish such opinion to the purchaser of the Bonds. The cost of such opinion shall be considered as part of the costs in connection with the issuance of the Bonds and shall be paid out of proceeds of the Bonds. SECTION 7. The Bonds, when fully paid for and delivered to the purchaser, shall be valid and binding special revenue obligations of the City, payable solely out of the county economic development income tax revenues of the City to be fixed and set aside into the Sinking Fund, as herein provided, and the proceeds derived from the sale of the Bonds shall be and are hereby set aside for application by the City solely to the payment of the costs of the Economic Development Project, together with expenses in connection with the issuance of the Bonds, as provided herein. The proper officers of the City are hereby authorized and directed to draw all proper and necessary warrants and to do whatever acts and things may be necessary or appropriate in their judgment to carry out all of the provisions of this Ordinance. SECTION 8. The revenues received by the City from distributions of the county economic development income tax shall be used and applied by the City only as provided in this Ordinance and in strict accordance with the provisions of I.C. 6-3.5-7, as amended (I.C. 6-3.7-7, as amended, is sometimes herein referred to as the "Act"). All of such revenues shall be segregated and kept in special accounts separate and apart from all other funds of the City and shall be used and applied in payment of bonds and interest thereon which by their terms are payable from such revenues and to maintain a reasonable reserve, in accordance with this Ordinance and the Act. There is hereby created and established pursuant to the Act a fund to be known as the "Economic Development Income T� Fund" consisting of a Bond Principal and Interest Account and a Reserve Account (which two accounts together shall be referred to as the "Sinking Fund", and both of which accounts the City hereby covenants and agrees to cause to be kept and maintained so long as needed for the purposes set forth herein) and an Excess Account. All of the county economic development income tax revenues of the City shall be set aside in the following accounts in the following order of priority and to the extent indicated below: (1) Bond Principal and Interest Account; (2) Reserve Account; and (3) Excess Account. (a) Bond Principal and Interest Account. As soon as possible upon receipt by the City of county economic development income tax distributions due in May and November of each year beginning with the May distribution in calendar year 1997 (the "May Distribution" and the "November Distribution," respectively), but in any event not later than June 15 (in the case of the May -13- � , Distribution), or December 15 (in the case of the November Distribution), next following the receipt by the City of such revenues, the City shall set apart and pay all of such revenues into the Bond Principal and Interest Account to be used to pay the interest on and principal of the Bonds;provided, however, that, no deposit shall be made into such account from the May Distribution in any year when the balance therein is sufficient to pay the interest due on the Bonds on the interest payment date next following such distribution and the principal and interest due on the Bonds on the principal payment date next following such distribution, and no deposit shall be made into such account from the November Distribution of any year when the balance therein is sufficient to pay the principal and interest due on the Bonds on the principal payment date next following such distribution. (b} Reserve Account. The county economic development income tax revenues of the City shall next be set apart and paid into the Reserve Account and used to make deposits into the Bond Principal and Interest Account in the event of any deficiency at any time in such account, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds in the event no other money is lawfully available therefore, or to make the final payment of interest on or principal of the Bonds; provided that no deposit shall be made into the Reserve Account so long as there shall be on deposit therein a sum equal to the least of (i) the maximum annual debt service on the Bonds, or (ii) one and one-quarter (1-1/4) times the average annual debt service on the Bonds, or (iii) ten percent (10%) of the proceeds of the Bonds, within the meaning of Section 148(d) of the Internal Revenue Code of 1986, as amended (the "Code") (the "Debt Service Reserve Requirement"). (c) Excess Account. Any remaining county economic development income tax revenues of the City shall be deemed excess funds and shall be deposited in the Excess Account for appropriation and use as permitted by law. In the event of any deficiency at any time in the Bond Principal and Interest Account for the purposes of paying the interest on or principal of the Bonds or such additional bonds as authorized herein, funds may be withdrawn from the Excess Account for deposit into the Bond Principal and Interest Account in the amount of such deficiency. All funds in such accounts shall be segregated and kept separate and apart from all other funds of the City and shall be deposited in lawful depositories of the City and continuously held and secured or invested as provided by law. Interest earned in each such account shall be credited to such account except that the amount of funds in the Reserve Account shall not exceed the Debt Service Reserve Requirement, and any such excess shall be deposited into the Excess Account. SECTION 9. Any accrued interest,unused discount and premium received at the time of the delivery of the Bonds shall be deposited into the Bond Principal and Interest Account. -14- 1 . An amount equal to the Debt Service Requirement received from the sale of the Bonds on the date of their issuance shall be deposited into the Reserve Account. The remaining proceeds from the sale of the Bonds shall be deposited in a special fund to be designated as the "City of South Bend, Indiana, Economic Development Project Construction Fund" (the "Construction Fund"). Such fund shall be deposited with a legally qualified depository or depositories for funds of the City as provided by law and shall be segregated and kept separate and apart from all other funds of the City and may be invested as permitted by law. The money in the Construction Fund shall be expended only for the purpose of paying the costs of the Economic Development Project together with expenses in connection with the issuance of the Bonds. Any balances in the Construction Fund after the completion of the Economic Development Project which are not required to meet unpaid obligations incurred in connection with the construction of the Economic Development Project together with expenses in connection with the issuance of the Bonds, shall be deposited into the Bond Principal and Interest Account of the Economic Development Income Tax Fund and used solely for the purposes of that account as provided for herein. SECTION 10. (a) Optional Redemption. The Bonds maturing on or after August 1, 2008, may be redeemed by the City in whole or in part, on August 1, 2007, or at any time thereafter, in order of maturity determined by the City, and by lot within any such maturities by the Registrar, at a redemption price expressed as a percentage of the principal amount of each Bond to be redeemed in accordance with the following schedule, plus accrued interest to the date of redemption: Redemption Period (Both Dates Inclusive� Redemption Price August 1, 2007, through and including July 3l, 2008 102% August l, 2008, through and including July 31, 2009 101% August 1, 2009, and thereafter prior to maturity 100% Official notice of such redemption identifying the Bonds shall be mailed by the Registrar and Paying Agent by certified or registered mail at least thirty (30) days and not more than sixty (60) days prior to the scheduled redemption date to each of the registered owners of the Bonds called for redemption (unless waived by any such registered owner) at the address shown on the registration books of the Registrar and Paying Agent, or at such other address as is furnished in writing by such registered owner to the Registrar; provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any Bond shall not affect the validity of the proceedings for the redemption of any other Bond. The notice shall specify the redemption price, the date and place of redemption, and the registration numbers (and, in case of partial redemption, the respective principal amounts) of the Bonds called for redemption. The place of redemption may be at the principal corporate office of the Registrar and Paying Agent or as otherwise determined by the City. Interest on the Bonds (or portions thereo� so called for redemption shall cease to accrue on the redemption date fixed in such notice, if sufficient funds are available at the place of redemption to pay the redemption price on the redemption date and when such Bonds (or portions thereo� are presented for payment. Any Bond redeemed in part may be exchanged for a Bond or Bonds of the same maturity in authorized denominations equal -15- '. ti to the remaining principal amount thereo£ At the time the payment of the principal of, premium, if any, and interest on any Bonds called for redemption, such Bonds shall be surrendered for cancellation. Upon the payment of the redemption price of the Bonds(or portions thereo�being redeemed and, if so directed by the City, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds (or portions thereo fl being redeemed with the proceeds of such check or other transfer. (b) Mandatory Sinkin� Fund Redemption. At the option of the successful bidder for the Bonds, all or a portion of the Bonds may be aggregated into one or more term bonds payable from mandatory sinking fund redemption payments (the "Term Bonds") required to be made as set forth below. The Term Bonds shall have a stated maturity or maturities on February 1 and August 1 of the years 1998 through 2017, or such other years as may be set forth in the Issuer's Certificate or as determined by the successful bidder. In the event that the successful bidder opts to aggregate certain Bonds into Term Bonds, such Term Bonds shall be subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, but without premium, on February 1 and August 1 of each year and in the principal amounts corresponding to and consistent with the maturity schedule for the Bonds set forth in the Issuer's Certificate. The Registrar and Paying Agent shall credit against the current mandatory sinking fund requirement for a Term Bond of a particular maturity, any Bonds of such maturity delivered to the Registrar and Paying Agent for cancellation or purchased for cancellation by the Registrar and Paying Agent and cancelled by the Registrar and Paying Agent and not theretofore applied as a credit against any mandatory sinking fund requirement. Each Bond so delivered or purchased shall be credited by the Registrar and Paying Agent at 100% of the principal amount thereof against the mandatory sinking fund redemption requirements for the applicable Term Bond in order of mandatory sinking fund redemption (or final maturity) dates determined by the Board, and the principal amount of such Term Bond to be redeemed on such mandatory sinking fund redemption dates by operation of the mandatory sinking fund requirements shall be reduced accordingly; provided, however, the Registrar and Paying Agent shall only credit Bonds against the mandatory sinking fund requirements to the extent such Bonds are received on or before 45 days preceding the applicable mandatory sinking fund redemption date. The Registrar shall determine by lot(treating each$5,000 principal amount of each Bond as a separate Bond for such purpose) the Bonds within a Term Bond of a particular maturity to be redeemed pursuant to the mandatory sinking fund redemption requirements on February 1 and August 1 of each year. Notice of any such mandatory sinking fund redemption shall be given in the same manner as notice of optional redemption is required to be given pursuant to this Section 10 of -16- � � this Ordinance. If Bonds are to be redeemed by optional redemption and mandatory sinking fund redemption on the same date, the Registrar shall select by lot the Bonds for optional redemption before selecting the Bonds by lot for the mandatory sinking fund redemption. In the event any of the Bonds are issued as Term Bonds, the form of the Bond set forth in Section 3 of this Ordinance shall be modified accordingly. Any reference to payment of principal on the Bonds shall include payment of scheduled mandatory sinking fund redemption payments described in this Section 10. SECTION 11. The provisions of this Ordinance shall be construed to create a trust in the proceeds of the sale of the Bonds for the uses and purposes heiein set forth, and the registered owners of the Bonds shall retain a lien on such proceeds until the same are applied in accordance with the provisions of this Ordinance. The provisions of this Ordinance shall also be construed to create a trust in the county economic development income tax revenues of the City herein directed to be set apart and paid into the Sinking Fund for purposes of such Sinking Fund as set forth in this Ordinance. SECTION 12. To the extent necessary to preserve the exclusion from gross income under federal law of interest on those Bonds issued as tax-exempt obligations (the "Tax- Exempt Bonds"), and as an inducement to the purchasers of the Bonds, the City represents, covenants and agrees that: (a) No person or entity or any combination thereof, other than the City, will use proceeds of the Tax-Exempt Bonds or property financed by said proceeds other than as a member of the general public. No person or entity or any combination thereof, other than the City, will own property financed by the Tax- Exempt Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as a take-or-pay or other type of output contract or any other type of arrangement that differentiates that person's or entity's use of such property from the use by the public at large of such property; (b) No T�-Exempt Bond proceeds will be loaned to any entity or person. No Tax-Exempt Bond proceeds will be transferred directly, or indirectly transferred or deemed transferred to a person other than a governmental unit in a fashion that would in substance constitute a loan of said Tax-Exempt Bond proceeds; (c) The City will not take any action or fail to take any action with respect to the Tax-Exempt Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Tax-Exempt Bonds pursuant to Section 103(a) of the Code, in effect on the date of delivery of the Tax-Exempt Bonds, nor will the City act in any manner that would adversely -17- , , � � . . affect such exclusion. The City further covenants that it will not make any investment or do any other act or thing during the period that any Tax-Exempt Bond is outstanding hereunder that would cause any Tax-Exempt Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations applicable thereto as in effect on the date of delivery of the Tax- Exempt Bonds. The City shall comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable; and (d) All officials, officers, members, employees and agents of the City are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the City as of the date the Tax-Exempt Bonds are issued, to enter into covenants on behalf of the City evidencing the commitments made herein and to do all such other acts necessary or appropriate to carry out this Ordinance, including preparation of and execution of preliminary and final official statements describing the Bonds and matters related thereto. In particular, all or any officials, officers, members, employees and agents of the City are authorized to certify and/or enter into covenants for the City regarding the facts and circumstances and reasonable expectations of the City on the date the Bonds are issued and the commitments made by the City herein regarding the amount and use of the proceeds of the Bonds. SECTION 13. Notwithstanding any other provisions of this Ordinance, the covenants and authorizations contained in this Ordinance ("Ta�c Sections") which are designed to preserve the exclusion of interest on the Tax-Exempt Bonds from gross income under federal law ("Tax Exemption") need not be complied with if the City receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. SECTION 14. If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the principal of and interest so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid or (i) sufficient moneys, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such purpose, (iii) time certificates of deposit of a bank or banks fully secured as to both principal and interest by obligations of the kind described in (ii) above or (iv) any combination of(i), (ii), or(iii) above, the principal of and interest on which when due will provide sufficient moneys for such purpose, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case the Bonds or such portion thereof issued hereunder shall no longer be deemed outstanding or an indebtedness of the City. -18- t , SECTION 15. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 16. All ordinances, resolutions, and orders,or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict, hereby repealed. SECTION 17. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Ordinance, shall be a legal holiday or a day on which banking institutions in the city in which the Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are typically closed, with the same force and effect as if done on the nominal date provided in this Ordinance, and no interest shall accrue for the period after such nominal date. SECTION 18. The City may, from time to time and at any time, without the consent of, or notice to, any of the owners of the Bonds, adopt a supplemental ordinance for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Ordinance or in any supplemental ordinance; (b) To grant to or confer upon the owners of the Bonds any additional benefits, rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Bonds, or to make any change which, in the judgment of the City, is not to the prejudice of the owners of the Bonds; (c) To modify, amend or supplement this Ordinance to permit the qualification of the Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America; (d) To provide for the refunding or advance refunding of the Bonds; (e) To procure a rating on the Bonds from a nationally recognized securities rating agency designated in such supplemental ordinance, if such supplemental ordinance will not adversely affect the owners of the Bonds; (� To make changes to reflect the issuance of parity bonds in accordance with Section 22; or (g) Any other purpose which in the judgment of the City does not adversely impact the interests of the owners of the Bonds. -19- � y . � . � SECTION 19. This Ordinance, and the rights and obligations of the City and the owners of the Bonds may be modified or amended at any time by supplemental ordinances adopted by the City with the consent of the owners of the Bonds holding at least sixty percent (60%) in aggregate principal amount of the outstanding Bonds(exclusive of Bonds, if any, owned by the City); provided, however, that no such modification or amendment shall, without the express consent of the owners of the Bonds affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, extend its maturity or the times for paying interest thereon, permit a privilege or priority of any Bond or Bonds over any other Bond or Bonds, create a lien securing any Bonds other than a lien ratably securing all of the Bonds outstanding, or change the monetary medium in which principal and interest are payable, nor shall any such modification or amendment reduce the percentage of consent required for amendment or modification. Any act done pursuant to a modification or amendment so consented to shall be binding upon all the owners of the Bonds and shall not be deemed an infringement of any of the provisions of this Ordinance, and may be done and performed as fully and freely as if expressly permitted by the terms of this Ordinance, and after such consent relating to such specified matters has been given, no owner shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the City or any officer thereof from taking any action pursuant thereto. If the City shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the respective owners of the Bonds at their addresses appearing on the Bond Register. Such notice shall briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy thereof is on file at the office of the Registrar for inspection by all owners of the Bonds. The Registrar shall not, however, be subject to any liability to any owners of the Bonds by reason of its failure to mail the notice described in this Section 19, and any such failure shall not affect the validity of such supplemental ordinance when consented to and approved as provided in this Section 19. Whenever, at any time within one year after the date of the mailing of such notice, the City shall receive an instrument or instruments purporting to be executed by the owners of the Bonds of not less than sixty percent (60%) in aggregate principal amount of the Bonds then outstanding (exclusive of Bonds, if any, owned by the City), which instrument or instruments shall refer to the proposed supplemental ordinance described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Registrar, thereupon, but not otherwise, the Common Council may adopt such supplemental ordinance in substantially such form, without liability or responsibility to any owners of the Bonds, whether or not such owner shall have consented thereto. Upon the adoption of any supplemental ordinance pursuant to the provisions of this Section 19, this Ordinance shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Ordinance shall thereafter -20- 1 • be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. SECTION 20. All of the county economic development income tax revenues of the City paid into the Sinking Fund shall be and are hereby irrevocably pledged to the payment of the principal of and premium, if any, and interest on the Bonds. SECTION 21. So long as any Bond is outstanding, Indiana Code 6-3.5-7-14 prohibits a county which has imposed the county economic development income tax from reducing the county economic development income t�rate imposed on the adjusted gross income of county taxpayers below that which is required to be maintained by law. SECTION 22. The City reserves the right to authorize and issue additional bonds, payable out of its county economic development income tax revenues, ranking on a parity with the Bonds, for the purpose of financing additional costs of the Economic Development Project or the cost of additional economic development projects or such other purposes as may be permitted by law. In the event any parity bonds are issued pursuant to this Section 22, the term "Bonds" in this Ordinance shall, unless the context otherwise requires, be deemed to refer to the Bonds and such parity bonds and other changes may be made herein as required to reflect the issuance of such parity bonds. The authorization and issuance of parity bonds shall be subject to the following conditions precedent: (a) Any such additional bonds shall not cause the City to exceed its debt limitation under Article 13, Section 1, of the Indiana Constitution as of the date of issuance; (b) All interest and principal payments with respect to all bonds payable from amounts that the City receives from county economic development income tax revenues shall have been paid in accordance with their terms. (c) All required deposits into the Bond Principal and Interest Account and Reserve Account shall have been made in accordance with the provisions of this Ordinance. (d) Either: (1) the county economic development income tax revenues of the City in the fiscal year immediately preceding the issuance of any such bonds ranking on a parity with the Bonds shall be not less than one hundred twenty-five percent (125%) of the ma�cimum annual interest and principal requirements of the then outstanding bonds and the additional parity bonds proposed to be issued; or (2) the county economic development income tax revenues of the City for the first full fiscal year immediately succeeding the issuance of any such bonds ranking on a parity with the Bonds shall be projected by a certified public accountant to be at least equal to one hundred twenty-five -21- . � , � t � percent (125%) of the maximum annual interest and principal requirements of the then outstanding bonds and the additional parity bonds proposed to be issued. For purposes of this subsection, the records of the City shall be analyzed and all showings prepared by a certified public accountant or independent financial adviser employed by the City for that purpose. (e) The interest on the additional parity bonds shall be payable semiannually on the first days of February 1 and August 1 in the years in which interest is payable and the principal of the additional parity bonds shall be payable semi-annually on the first days of February and August in the years in which principal is payable. (� The issuance of the additional parity bonds will not result in a violation of I.C. 6-3.5-7-14 relating to the minimum rate at which the St. Joseph County Council is required to maintain the county economic development income tax. Except as otherwise provided in this Section 22, so long as any of the Bonds are outstanding, no additional bonds or other obligations pledging any portion of the county economic development income tax revenues of the City shall be authorized, executed or issued by the City except such as shall be made subordinate and junior in all respects to the Bonds, unless all of the Bonds are redeemed and retired coincidentally with the delivery of such additional bonds or other obligations, or as provided in Section 14 hereof, funds sufficient to effect such redemption are available and set aside for that purpose at the time of issuance of such additional bonds. SECTION 23. For the period during which the Bonds are outstanding, the City hereby covenants that for the purpose of ensuring receipt by the City of its fractional amount of the certified distribution of revenue from the county economic development income tax, it will maintain a capital improvement plan that conforms in all respects to I.C. 6-3.5-7-15. SECTION 24. The appropriate officers of the City are hereby authorized to take all actions required to obtain a rating or bond insurance for the Bonds, if deemed economically feasible and desirable. SECTION 25. This Ordinance shall be in full force and effect from and upon compliance with the procedures required by law. -22- 1 • . • , , PASSED AND ADOPTED by the Common Council of the City of South Bend, Indiana, this o2$� day of A�iE'lL , 1997. COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA By: �� c�� Member of the Common Council 1:\W ADOCS�RRROMPOUSTFIBEND�PARKGAR.96\ORD W ANC;ays File� in CI@r��'s �ff�C� i�r �rn�d��c /.�/—�1./_� / -23- �t��i " 9 '���7 F'JEi.!C ti�ARf�JG L��,�$-97 v rd READIftiG �-.ti'�'�� LOR�7TA J. DU��4 t�rJT APr'ROVED CITYCL@Rtf,:30.8END�IPJ. R�FEhRED ��:��� y_ ��_.�� . . , , '� f COMMITTEE REPORT TO THE C01l�MON COUNCIL OF THE CITY OF SOUTH BEND: Your Committee to whom was referred BILL ND. 34-97 A BILL OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AUTHORIZING THE ISSUANCE AND SALE OF COUNTY ECONOMIC DEVELOPMENT INCOME TAX REVENUE BONDS OF THE CITY PAYABLE SOLELY FROM COUNTY ECONOMIC DEVELOPMENT INCOME TAX REVENUES TO BE RECEIVED BY THE CITY IN THE PRINCIPAL AMOUNT NOT TO EXCEED ELEVEN MILLION NINE HUNDRED SIXTY THOUSAND AND 00/100 DOLLARS ($11,960,000.00) FOR THE PURPOSE OF FINANCING COSTS OF A PROPOSED ECONOMIC DEVELOPMENT PROJECT OF THE CITY, TOGETHER WITH EXPENSES IN CONNECTION WITH THE ISSUANCE OF BONDS Respectfully report that they have examined the matter and that in their opinion, this bill has been recommend to the Council favorably. Sean Coleman Chairman . . , , •; ♦ �SpU TH g�,� ► O` �\�I1������//i� O t.'�'i � ��' 'i IZOO COUNTY-CITY BiSILDING " �\� ��o PHONe 219/235-9371 � �� \� ,�„ ,� .. $OUTH BEND� INninNn 46601-1830 k7 �� PEaCE�j � � Fax 219/235-9021 ��� �--� � ,� ����� a TDD 219/235-5567 tl K 1865 CITY OF SOUTH BEND STEPHF.N,J.LUECKE� MAYOR COMMUNITY S� ECONOli�tIC I�EVELOPMENT _ JoN R. xU� � E. o�a�d in ���r�z's Offrce April 9, 1997 EXECUTIVE DIRECTOR DEPUTY EXECUTI E DI ECTOR APR - 9 1��� � Members of the South Bend Common Council �o����,nuo� ' 4th Floor County-City Building cmrc�ea�c�s�•s����.°��- � _,,,,..,..�; South Bend, Indiana 46601 Re: Ordinance Authorizing the Issuance of City of Bend, Indiana, County Economic Development Income Tax Revenue Bonds in Aggregate Principal Amount Not to Exceed $11,960,000 Dear Council Members: Enclosed is a copy of an ordinance relating to the issuance of County Economic Development Income Tax Revenue Bonds in an aggregate principal amount not to exceed $11,960;000. As noted in the ordinance, the purpose of the bonds is to construct and equip a parking garage to be located in the block bounded by Washington, Michigan, Jefferson and Main Streets in downtown South Bend. The bond proceeds will also be used to construct a public pedestrian plaza and associated public improvements. This project is being undertaken in conjunction with the new construction of the private development of over 135,000 square feet of new development. Memorial Health System, Inc. will be constructing the Memorial-Leighton Health Plex at the corner of Main and Jefferson. This building will be a minimum of four stories and will contain approximately 75,000 square feet. It will contain a mix of uses that include health and fitness facilities available to the public on a membership basis, community education, clinical treatment programs, orthopedic therapy, physical therapy, educational instruction and office uses. Trammell Crow MW, Inc. will be building a four story, 60,000 square foot Class A office building along Main Street,just north of the Memorial-Leighton Health Plex. Construction of the parking garage will also meet the City's obligation to Teachers Credit Union that was agreed to in 1984 when TCU purchased land from the Commission in order to construct their 60,000 square foot headquarters in downtown South Bend. Without the construction of the parking garage and the public plaza, neither of these private investments would occur. The bonds proposed to be issued pursuant to the enclosed ordinance are payable solely from the City's share of CEDIT revenues, there being no pledge of property taxes to pay for the bond issue. The bonds will be further secured by a reserve fund which will be funded with a portion of the proceeds of the bonds. The bond ordinance provides that the bonds may be sold by public or REDEVELOPT4ENT BUSINESS ASSISTANCE FINANCIAL SL PROGItAM BUREAU OF HOUSING PLANNING Si NEIGHBORHOOD ANN E. KOLATA SI DEVELOPMENT MANAGEMENT KATHRYN BAUMGARTNER DEVELOPMENT 219/235-9371 DONALD E. INKS ELIZABETH LEONARD S21 ECCIPSE PLACE PAMELA C.MEYER 219/235-9335 219/235-9335 219/235-9475 219/235-9660 �;, Fnx:219/235-9469 Fax: 219/235-9697 n <. r r � �'� .- � negotiated sale as determined by the Mayor and Controller, and the final maturity schedule and terms of sale will be set forth in a certificate executed by the Mayor and the Controller prior to the sale of the bonds. I am requesting that the bond ordinance have first reading on Monday, April 14, 1997 with final reading and adoption on Monday, April 28, 1997. I respectfully ask for your support of this ordinance. Please call me if you have any questions. Sincerely, G- Ann E. Kolata Redevelopment Director Enclosure �:Y'