HomeMy WebLinkAboutNo. 2525 approving execution of an addendum to the second addendum to lease between the SBRA and South Bend Centruy Center Project and establishing certain funds and accts relating to the pmt of the rentals therefor• RESOLUTION NO. 2525
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
COMMISSION APPROVING OF THE EXECUTION OF AN ADDENDUM
TO THE SECOND ADDENDUM TO LEASE BETWEEN THE SOUTH
BEND REDEVELOPMENT AUTHORITY AND THE SOUTH BEND
REDEVELOPMENT COMMISSION FOR THE
CENTURY CENTER PROJECT AND ESTABLISHING CERTAIN FUNDS
AND ACCOUNTS RELATING TO THE PAYMENT
OF THE RENTALS THEREFOR
WHEREAS, the South Bend Redevelopment Authority (the "Authority ") has been
created pursuant to Indiana Code 36 -7 -14.5 as a separate body, corporate and politic, and as an
instrumentality of the City of South Bend, Indiana, to finance local public improvements for
lease to the South Bend Redevelopment Commission (the "Commission "); and
WHEREAS, the Authority intends to issue its lease rental revenue bonds in an
aggregate principal amount of Four Million Six Hundred Fifty -five Thousand and 00 /100 Dollars
(4,655,000.00) pursuant to Indiana Code 36 -7- 14.5 -19 and a Trust Agreement (the "Trust
Agreement ") between the Authority and U.S. Bank National Association, as trustee (the
"Trustee "), the proceeds of which are to be used to finance (i) the following improvements to the
Century Center: the addition of skylight safety film, the replacement of boilers and chillers,
repairs on Island Park, the replacement of the fire alarm and security systems, the renovation of
seven (7) restrooms, the renovation of C Hall, the replacement of the roofs, site lighting
additions, exterior masonry work, and additional enhancements to the building, grounds and
streetscape including, but not limited to, street level and river level interior and exterior signage,
enhancement to the upper level offices, and enhancement to the front of building and viewing
park and related improvements, and (ii) the acquisition of an interest in certain improvements
previously financed with the issuance of the St. Joseph County, Indiana, Special Tax Bonds of
1992, which were refunded with the issuance of the St. Joseph County, Indiana, Special Tax
Bonds of 1998 (collectively, the "Project "); and
WHEREAS, the Authority previously entered into a Second Addendum to the
Lease dated as of November 1, 1993 between the Authority and the Commission dated as of June
1, 2008 (the "Second Addendum to Lease "), whereby the Authority will lease to the
Commission, as lessee (the "Lessee "), the Project; and
WHEREAS, the St. Joseph County Hotel -Motel Tax Board of Managers (the
"Board of Mangers ") adopted a resolution on June 4, 2008, pledging a portion of the Hotel -Motel
• Tax Revenues (the "Hotel Motel Tax Revenues ") distributed to the Board of Managers annually
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• by the County Treasurer pursuant to Indiana Code 6 -9 -1 -6 to the payment of the rentals due
under the Second Addendum to Lease; and
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WHEREAS, the Commission desires to establish certain funds and accounts for
the payments of the rentals owed by the Commission pursuant to the Second Addendum to
Lease; and
WHEREAS, the Commission desires to approve and execute an addendum to the
Second Addendum to Lease (the "Addendum "), a copy of which is hereby attached hereto as
Exhibit A, making certain amendments to the Second Addendum to Lease which amendments do
not cause either the maximum lease rental amount payable under the Second Addendum to Lease
or the maximum term of the Second Addendum to Lease to be exceeded;
NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment
Commission, as follows:
1. There is hereby created and established a Century Center 2008 Lease
Principal and Interest Account (the "Lease Account ") of the Redevelopment District Bond Fund
previously created by the Commission into which the Commission shall cause to be deposited
the Hotel -Motel Tax Revenues received by the Commission from the Board of Managers. Such
revenues shall be used by the Commission solely for the payment of rentals payable by the
Commission under the Second Addendum to Lease.
2. The Commission hereby approves the Addendum set forth in Exhibit A
attached hereto.
3. All remaining terms, covenants and conditions as set forth in the Second
Addendum to Lease shall remain in full force and effect.
4. The President or Vice - President and Secretary of the Commission are
hereby authorized and directed to execute and attest, respectively, the Addendum in substantially
the form presented at this meeting with such changes in form or substance as the President or
Secretary of this Commission shall approve, such approval to be conclusively evidenced by the
execution thereof.
Commission.
5. This resolution shall be in full force and effect after its adoption by the
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0 ADOPTED AND APPROVED at a meeting of the South Bend Redevelopment
Commission held on November _7, 2008.
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SOUTH.BEND REDEVELOPMENT COMMISSION
By: --
Marcia I. Jones, Pres'd t
ATTEST:
Nancy N. King, ecretary
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EXHIBIT A
(Lease Addendum)
ADDENDUM TO LEASE BETWEEN
THE SOUTH BEND REDEVELOPMENT AUTHORITY, AS LESSOR,
AND THE SOUTH BEND REDEVELOPMENT COMMISSION, AS LESSEE
(CENTURY CENTER PROJECT)
THIS ADDENDUM, made and entered into as of this 12th day of November,
2008, by and between the South Bend Redevelopment Authority, a body corporate and politic
organized and existing under Indiana Code 36 -7 -14.5 (hereinafter with its successors and assigns
referred to as the "Authority "), and the South Bend Redevelopment Commission, the governing
body of the City of South Bend Department of Redevelopment and the Redevelopment District
of the City of South Bend, Indiana (hereinafter called the "Lessee "),
WITNESSETH:
In consideration of the mutual covenants herein contained, it is agreed that the
Second Addendum to the Lease dated as of November 1, 1993 previously entered into between
said parties as of June 1, 2008 (the "Second Addendum to Lease "), shall be amended as follows:
1. The following definitions in Section I of the Second Addendum to Lease
are amended to read as follows:
"2008 Lease Resolution" means Resolution No. 2525 of the
Lessee passed on November 7, 2008, establishing funds for the
payment of lease rentals.
"2008 Trust Agreement" means the Trust Agreement dated
as of November 1, 2008, between the Authority and the Trustee,
securing the bonds.
2. Section 4 of the Second Addendum to Lease is amended to read as
follows:
Section 4. Rental Payment Dates and Amounts. The first
semiannual rental installment in the amount of One Hundred Ninety -eight Five
Hundred Thousand and 00 /100 Dollars ($198,500.00) shall be due on the day that
the 2008 Project is complete and ready for use or October 15, 2009, whichever is
later. If completion is later than October 15, 2009, the first installment shall be in
an amount which provides for rental at the rate of $198,500.00 for the semiannual
period in which the Project is complete and ready for use, prorated from the date
BDDB01 5453648v1
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of acquisition until the first April 15 or October 15 following such date of
completion. Thereafter such rentals shall be payable in advance in semiannual
installments on April 15 and October 15 of each year in the amounts set forth at
Schedule I attached hereto and incorporated herein.
The last semiannual rental payment due before the expiration of
this Second Addendum to Lease shall be adjusted to provide for rental at the
amount specified above for the applicable semiannual period prorated from the
date such installment is due to the date of the expiration of this Second Addendum
to Lease (without taking into account any subsequent early termination of this
Second Addendum to Lease pursuant to Section 2 hereof).
The Lessee will not take any action or fail to take any action that
would result in the loss of the exclusion from gross income for federal tax
purposes of interest on the 2008 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 2008 Bonds, nor will the Lessee act in any manner which would
adversely affect such exclusion. 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 2008 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 2008 Bonds are issued and to enter
into covenants on behalf of the Lessee evidencing the Lessee's commitments
made herein.
3. The Second Addendum to Lease is further amended to provide that the
schedule attached hereto as Schedule I shall similarly be attached to the Second Addendum to
Lease as Schedule 1.
4. The parties hereto acknowledge that all remaining terms, covenants and
conditions as set forth in the Second Addendum to Lease shall remain in full force and effect.
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0 IN WITNESS WHEREOF, the parties hereto have caused this Addendum to the
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Second Addendum to Lease to be executed for and on their behalf on the day and year first
hereinabove written.
I:
ATTEST:
Raphael Thomas, Secretary- Treasurer
ATTEST:
Nancy N. King, Secretary
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SOUTH BEND REDEVELOPMENT
AUTHORITY
Jose Alvarez, President
SOUTH BEND REDEVELOPMENT
COMMISSION
Marcia I. Jones, President
(Signature page to Addendum to Lease)
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STATE OF INDIANA )
) SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said State, personally
appeared Jose Alvarez and Raphael Thomas, personally known by me to be the President and
Secretary- Treasurer, respectively, of the South Bend Redevelopment Authority, and
acknowledged the execution of the foregoing Addendum to Lease for and on behalf of said
Authority.
WITNESS my hand and Notarial Seal this day of November, 2008.
(SEAL)
My commission expires:
Resident of
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(Written Signature)
(Printed Signature)
County, Indiana.
(Notary page to Addendum to Lease)
0 ) STATE OF INDIANA )
SS:
COUNTY OF ST. JOSEPH )
•
Before me, the undersigned, a Notary Public in and for said State, personally
appeared Marcia I. Jones and Nancy N. King, personally known by me to be the President and
Secretary, respectively, of the South Bend Redevelopment Commission, and acknowledged the
execution of the foregoing Addendum to Lease for and on behalf of said Commission.
WITNESS my hand and Notarial Seal this day of November, 2008.
(SEAL)
My commission expires:
Resident of
County, Indiana.
(Written Signature)
(Printed Signature)
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security
number in this document, unless required by law: Randolph R. Rompola.
This instrument prepared by Randolph R. Rompola, Baker & Daniels LLP, 202 S. Michigan Street, Suite
1400, South Bend, Indiana 46601.
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(Notary page to Addendum to Lease)
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