HomeMy WebLinkAboutNo. 2805 authorizing the issuance of revenue bonds of the South Bend redevelopment district for the purpose of raising money for redevelopment/economic development in the CDARESOLUTION NO. 2805
A BOND RESOLUTION OF THE SOUTH BEND
REDEVELOPMENT COMMISSION AUTHORIZING THE ISSUANCE
OF REVENUE BONDS OF THE SOUTH BEND REDEVELOPMENT
DISTRICT FOR THE PURPOSE OF RAISING MONEY FOR
REDEVELOPMENT AND ECONOMIC DEVELOPMENT IN THE
CENTRAL DEVELOPMENT AREA
WHEREAS, the South Bend Redevelopment Commission (the "Commission "),
the governing body of the Department of Redevelopment (the "Department ") of the City of
South Bend, Indiana (the "City ") and the Redevelopment District of the City (the
"Redevelopment District "), exists and operates under the provisions of the Redevelopment of
Cities and Towns Act of 1953 which has been codified in I.C. 36 -7 -14 et seq., as amended from
time to time (the "Act "); and
WHEREAS, the Commission has previously designated and declared an area in
the City known as the Central Development Area to be a redevelopment and an allocation area
pursuant to the Act for purposes of tax increment finance which area has been amended from
time to time (the "Area "), and the Commission has previously adopted a redevelopment plan for
the Area which has been amended from time to time; and
lc�l WHEREAS, the City has previously designated a Professional Sports and
Convention Development Area pursuant to I.C. 36 -7 -31.3 in an area of the City to include that
portion of the City where Coveleski Stadium is located for the purpose of capturing "covered
taxes" as such term is defined by I.C. 36 -7- 31.3 -4 (the " PSCDA Revenues "); and
WHEREAS, the Commission finds that in order to undertake certain local public
improvements in the Area, such local public improvements to include certain improvements to
Coveleski Stadium which is owned by the City (collectively, the "Project "), it will be necessary
and in the best interest of the Redevelopment District and the property and inhabitants thereof to
issue special revenue bonds of the Redevelopment District (the "Bonds ") in an aggregate
principal amount not to exceed Four Million Nine Hundred Eighty Thousand and 00 /100 Dollars
($4,980,000.00) which shall be payable from the PSCDA Revenues and, to the extent that such
revenues are ever insufficient to make debt service payments on the Bonds, from County Option
Income Tax Revenues (COIT Revenues ") expected to be pledged by the Common Council of the
City (the "Common Council ") on a parity with other obligations payable from the COIT
Revenues; and
WHEREAS, the American Recovery and Reinvestment Act of 2009 (the
"Stimulus Act ") added Sections 140OU -1 through and including 140OU -3 to the Internal Revenue
Code of 1986, as amended (the "Code "), which authorized local governments to designate and
issue Recovery Zone Economic Development Bonds pursuant to volume cap allocated among
the various states and counties and large municipalities within the states based upon relative
declines in employment in 2008 to finance certain capital expenditures paid or incurred with
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ILrespect to property located in a designated recovery zone and certain other expenditures
identified in Section 140OU -2 of the Code (each of such expenditures being referred to herein as
a Qualified Economic Development Purpose"); and
WHEREAS, the City received an allocation for recovery zone economic
development bonds of Four Million Nine Hundred Eight -three Thousand and 00 /100 Dollars
($4,983,000) (the "Volume Cap "); and
WHEREAS, the Common Council adopted Resolution No. 4019 -10 on March
22, 2010, designating the entire geographic area of the City as a Recovery Zone for purposes of
Section 1400U -1(b) of the Code, which would include the Area; and
WHEREAS, the Project qualifies as a Qualified Economic Development
Purpose; and
WHEREAS, issuance of the Bonds as Recovery Zone Economic Development
Bonds will permit the Redevelopment District to receive a credit from the United States Treasury
in an amount equal to 45% of the stated interest to be paid on such Bonds as provided by
Sections 140OU -2 and 6431 of the Code (the "Recovery Zone Economic Development Bond
Subsidy Pyament ");
NOW THEREFORE, BE IT RESOLVED by the South Bend Redevelopment
Commission as follows:
lcw� SECTION 1. For the purpose of procuring funds to pay for the cost of the
redevelopment and economic development in or serving the Area, including without limitation
the Project, together with a sum sufficient to pay the estimated cost of all expenses reasonably
incurred in connection with the redevelopment and economic development in or serving the
Area, including the total cost of all reasonable and necessary architectural, engineering, legal,
financing, accounting, advertising, bond discount and supervisory expenses, capitalized interest
and a debt service reserve for the Bonds (to the extent that the Commission determines that
capitalized interest and /or a reserve is reasonably required), together with the expenses in
connection with the issuance of the Bonds therefor, the City acting for and on behalf of the
Commission, shall provide for the issuance of Bonds in an aggregate principal amount not to
exceed Four Million Nine Hundred Eighty Thousand and 00 /100 Dollars ($4,980,000.00). The
Bonds shall be issued on a taxable basis as Recovery Zone Economic Development Bonds.
In order to procure funds for said loan, the Controller of the City (the
"Controller ") is hereby authorized and directed to have prepared and to issue and sell the
negotiable bonds of the Redevelopment District, which Bonds shall be issued in the name of the
City, for and on behalf of the Redevelopment District and which shall be designated "South
Bend Redevelopment District Taxable Revenue Bonds, Series 2010 (Recovery Zone Economic
Development Bonds)" with an aggregate principal amount not to exceed Four Million Nine
Hundred Eighty Thousand and 00 /100 Dollars ($4,980,000.00), and which amount (together with
investment earnings thereon) does not exceed the cost, as estimated by the Commission, of the
redevelopment and economic development in or serving the Area, including without limitation
the Project, together with a sum sufficient to pay the estimated cost of all expenses reasonably
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incurred in connection with the redevelopment and economic development of the Area, including
the total cost of all reasonable and necessary architectural, engineering, legal, financing,
accounting, advertising, bond discount and supervisory expenses, capitalized interest and a debt
service reserve for the Bonds as provided herein, together with the expenses in connection with
or on account of the issuance of the Bonds therefor.
The Bonds shall not constitute a corporate obligation or indebtedness of the City,
but shall constitute an obligation of the Redevelopment District. The Bonds, together with
interest thereon, shall be payable out of the PSCDA Revenues made available to the Commission
for such purpose, and to the extent the PSCDA Revenues are insufficient therefor, from the
COIT Revenues made available to the Commission for such purpose as the sums have been
pledged for such purposes by the Common Council of the City pursuant to the Pledge Ordinance.
The Bonds shall be issued in fully registered form in the denomination of Five
Thousand Dollars ($5,000) or an integral multiple thereof (the "Authorized Denomination ") not
exceeding the aggregate principal amount of Bonds maturing in any one (1) year. The Bonds
shall be numbered consecutively from I OR- 1 upwards. The Bonds shall mature semiannually on
January 15 and July 15 beginning not earlier than July 15, 2011, and having a final maturity of
not later than January 15, 2031, in such principal amounts determined by the Controller with the
advice of the Commission's financial advisor and set forth in a certificate of the Controller
delivered at the time of the sale of the Bonds (the "Issuer's Certificate "). The Bonds shall bear
interest at a rate or rates not to exceed eight percent (8.0 %) per annum (the exact rate or rates of
interest to be determined by the sale of the Bonds as set forth in Section 9 hereof). The Bonds
Cw�will be issued as Recovery Zone Economic Development Bonds unless the Controller
determines, based upon the advice received from the financial advisor to the Commission, that
market conditions would provide a more favorable interest rate on the Bonds if the Commission
caused the Bonds to be issued on a tax - exempt basis and not as Recovery Zone Economic
Development Bonds. Such determination will be set forth in the Issuer's Certificate.
The interest on the Bonds shall be payable semiannually on the fifteenth day of
January and the fifteenth day of July of each year commencing not earlier than July 15, 2011.
Interest shall be calculated on the basis of twelve (12) thirty (30) -day months for a three hundred
sixty (360) -day year.
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 President of the Commission and
the Controller are hereby authorized and directed, on behalf of the Commission, 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.
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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 last 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. The President of the Commission and the Controller are hereby authorized and
directed, on behalf of the Commission, to enter into such agreements or understandings with the
Paying Agent as will enable the Paying Agent to perform the services required of a paying agent,
and is directed to pay reasonable and customary fees to the Paying Agent for its services out of
available funds.
Notwithstanding anything herein to the contrary, the Bonds shall, in compliance
with all applicable laws, be initially issued and held in book -entry form and registered in the
name of Cede & Co., as nominee for The Depository Trust Company without physical
distribution of Bonds to the purchasers thereof. The President of the Commission is hereby
authorized to take such action as may be necessary to provide for the Bonds to be issued in book -
entry -only form, including without limitation executing a Blanket Issuer Letter of
Representations.
The Bonds shall bear an original date which shall be the date upon which the
Bonds are to be delivered (the "Original Date ") and each Bond shall also bear the date of its
authentication. Bonds authenticated on or before the first day of the month containing the first
interest payment date shall pay interest from their respective Original Date. Bonds authenticated
after the first day of the month containing the first interest payment date shall pay interest from
the interest payment date immediately preceding the date of authentication of such Bonds unless
the Bonds are authenticated between the first 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.
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,
and thereupon 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 the registered owner, except for any tax or governmental charge
required to be paid with respect to the exchange. The Registrar shall not be required to transfer
or exchange any Bond called for redemption or during the period from the fifteenth day of any
calendar month immediately preceding an interest payment date to such interest payment date.
The City, the Commission, the Registrar and the Paying Agent 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.
BDDB01 6406657v2 - 4 -
In the event any Bond is mutilated, lost, stolen or destroyed, the City may execute
on behalf of the Redevelopment District 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
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, acting for and on behalf of the Redevelopment District,
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 Resolution, equally and proportionately with any and all other Bonds
duly issued hereunder.
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 Commission 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 Commission. Such notice to the Commission 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 Commission, in which event the Commission may
appoint a successor Registrar or Paying Agent as the case may be. The Commission 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.
The Bonds shall be executed in the name of the City, acting for and on behalf of
the Redevelopment District, by the manual or facsimile signature of the Mayor of the City and
attested by the manual or facsimile signature of the Controller, who shall cause the official seal
of the City to be impressed or a facsimile thereof to be printed on each of the Bonds. Subject to
the provisions for registration, 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 Bonds shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this Resolution until the certificate of authentication on
such Bond shall have been so executed.
(Onw�Any series of Bonds may, in compliance with all applicable laws, be issued and
held in book -entry form on the books of the central depository system, The Depository Trust
BDDBOI 6406657v2 - 5 -
Company, its successors, or any successor central depository system appointed by the
Commission or the City from time to time (the "Clearing Agency "). The Commission, the City
and the Registrar may, in connection therewith, do or perform or cause to be done or performed
any acts or things not adverse to the rights of the holders of the Bonds, as are necessary or
appropriate to accomplish or recognize such book -entry form Bonds.
During any time that a series of Bonds are held in book -entry form on the books
of a Clearing Agency (1) any such Bonds may be registered upon the books kept by the Registrar
in the name of such Clearing Agency, or any nominee thereof, including CEDE & Co., as
nominee of The Depository Trust Company; (2) the Clearing Agency in whose name such Bonds
are so registered shall be, and the Commission, the City, the Registrar and the Paying Agent may
deem and treat such Clearing Agency as, the absolute owner and holder of such Bonds for all
purposes of this Resolution, including, without limitation, the receiving of payment of the
principal of, premium, if any, on and interest on such Bonds, the receiving of notice, and the
giving of consent; (3) none of the Commission, the City, the Registrar or the Paying Agent shall
have any responsibility or obligation hereunder to any direct or indirect participant, within the
meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such Clearing
Agency, or any person on behalf of which, or otherwise in respect of which, any such participant
holds any interest in any Bonds, including, without limitation, any responsibility or obligation
hereunder to maintain accurate records of any interest in any Bonds or any responsibility or
obligation hereunder with respect to the receiving of payment of principal, premium, if any, or
interest on any Bonds, the receiving of notice, or the giving of consent; (4) the Clearing Agency
is not required to present any Bonds called for partial redemption or prepayment prior to
receiving payment so long as the Registrar and the Paying Agent and the Clearing Agency have
agreed to the method for noting such partial redemption or prepayment; and (5) payment of the
principal of and interest on any one or more series of Bonds may be made by wire transfer or
other method acceptable to the Clearing Agency, as indicated in a certificate of the Controller to
such effect.
If either (i) the Commission or the City receives notice from the Clearing Agency
which is currently the registered owner of the Bonds to the effect that such Clearing Agency is
unable or unwilling to discharge its responsibility as a Clearing Agency for the Bonds or (ii) the
Commission or City elects to discontinue its use of such Clearing Agency as a Clearing Agency
for the Bonds, then the Commission, the City, the Registrar and the Paying Agent each shall do
or perform or cause to be done or performed all acts or things, not adverse to the rights of the
holders of the Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency
as a Clearing Agency for the Bonds and to transfer the ownership of each of the Bonds to such
person or persons, including any other Clearing Agency, as the holder of the Bonds may direct in
accordance with this Resolution. Any expenses of such discontinuance and transfer, including
expenses of printing new certificates to evidence the Bonds, shall be paid by the Commission or
the City.
During any time that the Bonds are held in book -entry form on the books of a
Clearing Agency, the Registrar and the Paying Agent shall be entitled to request and rely upon a
certificate or other written representation from the Clearing Agency or any participant or indirect
participant with respect to the identity of any beneficial owners of the Bonds as of a record date
selected by the Registrar and the Paying Agent. For purposes of determining whether the
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consent, advice, direction or demand of a Registered Owner of the Bonds has been obtained, the
Registrar or the Paying Agent shall be entitled to treat the beneficial owners of the Bonds as the
holders of the Bonds.
During any time that the Bonds are held in book -entry form on the books of a
Clearing Agency, the Commission or the City is authorized to enter into a Blanket Letter of
Representations agreement with the Clearing Agency, and the provisions of any such Blanket
Letter of Representations or any successor agreement shall control on the matters set forth
herein.
SECTION 2.
a. Optional Redemption. The Bonds are subject to redemption at the
option of the Commission at times to be determined by the Commission and set forth in
the Issuer's Certificate, only in Authorized Denominations, as a whole or in part from
time to time (with the maturities and amounts of the Bonds to be redeemed to be selected
by the Commission), at face value plus interest accrued on the Bonds so redeemed to the
date fixed for redemption, and according to premiums to be determined by the
Commission upon the issuance of the Bonds.
b. Extraordinary Redemption. The Bonds may be subject to
extraordinary optional redemption at the advice of the financial advisor to the
Commission upon the occurrence of Extraordinary Event (as defined herein) from any
source of available funds, in whole and not in part, on any date at a redemption price
lcw� equal to the extraordinary optional redemption price set forth in the Issuer's Certificate.
An "Extraordinary Event" will have occurred if the Commission determines that material
adverse change has occurred to Section 54AA, 140OU -2 or 6431 of the Code or there is
any guidance published by the Internal Revenue Service or the United States Treasury
with respect to such provisions or any determination by the Internal Revenue Service or
the United States Treasury, which determination is not the result of an act or omission by
the Commission to satisfy the requirements to receive the Recovery Zone Economic
Development Bond Subsidy Payment.
C. Mandatory Sinking Fund Redemption. At the option of the
purchaser for the Bonds, all or a portion of the Bonds may be aggregated into one (1) 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 the January 15 or July 15 beginning not earlier than January 15,
2012, and ending not later than January 15, 2031, 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 January 15 or July
15 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.
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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
cmp� the same manner as notice of optional redemption is required to be given pursuant to this
Section 2 of this Resolution. 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 Resolution 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 2.
d. Redemption Notice. Unless waived by any holder of Bonds to be
redeemed, official notice of any such redemption shall be given by the Registrar on
behalf of the Commission identifying the Bonds, by mailing a copy of an official
redemption notice by registered or certified mail at least thirty (30) days and not more
than sixty (60) days prior to the date fixed for redemption to the registered owner of the
Bond or Bonds to be redeemed at the address shown on the Bond Register 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 any proceedings for the redemption of
other Bonds.
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All official notices of redemption shall be dated and shall state:
(1) the redemption date,
(2) the redemption price,
(3) if less than all outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the Bonds to be redeemed,
(4) that on the redemption date the redemption price will become due
and payable upon each such Bond or portion thereof called for
redemption, and that interest thereon shall cease to accrue from
and after said date, and
(5) the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be the place
provided for the payment of the principal of and premium, if any,
on the Bonds.
Prior to any redemption date, the Commission shall deposit with the
Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds
or portions of Bonds which are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date, become due and
payable at the redemption price therein specified, and from and after such date (unless the
Commission shall default in the payment of the redemption price) such Bonds or portions
of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the Paying Agent at the
redemption price. Bonds redeemed in part may be exchanged for a Bond or Bonds of the
same maturity in Authorized Denominations equal to the remaining principal amount. In
addition to the foregoing notice, further notice may be given by the Registrar as it deems
appropriate by mail, publication or otherwise to registered securities depositories,
national information services or others containing the above information and such further
information as the Registrar may deem appropriate, but no defect in said further notice,
nor any failure to give all or any portion of such further notice shall in any manner defeat
the effectiveness of a call for redemption if notice thereof is given as above described.
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):
UNITED STATES OF AMERICA
STATE OF INDIANA ST. JOSEPH COUNTY
No. IOR- $
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SOUTH BEND REDEVELOPMENT DISTRICT
TAXABLE REVENUE BONDS, SERIES 2010
(RECOVERY ZONE ECONOMIC DEVELOPMENT BONDS)
Interest Rate Maturity Date Original Date Authentication Date
Registered Owner:
Principal Sum:
The City of South Bend, Indiana (the "City"), acting for and on behalf of the South Bend
Redevelopment District (the "District "), for value received, hereby promises to pay to the Registered Owner stated
above, or registered assigns, but solely from (i) certain "covered taxes" as such term is defined by I.C. 36- 7- 31.3 -4
(the " PSCDA Revenues "), and (ii) to the extent the PSCDA Revenues are not sufficient therefor, from certain
county option income tax ( "COIT ") revenues pledged for such purpose by the Common Council of the City of South
Bend pursuant to Ordinance No. adopted by said Common Council on , 2010 (the "COLT
Revenues "), the Principal Sum stated above, on the Maturity Dates stated above and to pay interest on said Principal
Sum to the Registered Owner of this bond until the City's obligation with respect to the payment of said Principal
Sum shall be discharged, at the rate per annum specified above from the interest payment date next preceding the
date of authentication of this bond, unless this bond is authenticated on or before , in which case the
interest shall be paid from the Original Date stated above or unless this bond is authenticated between the fifteenth
ILW�l 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 on 15, , and semiannually thereafter on
January 15 and July 15 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 (360) -day year.
The principal of and premium, if any, on this bond are payable at the principal office of
in , 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 in , Indiana, 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
first 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 lawful money of the
United States of America.
This bond, together with interest thereon, does not constitute a corporate obligation or
indebtedness of the City, but the same is an obligation of the District, which is a special taxing district within the
City, and is payable solely out of the PSCDA Revenues and, to the extent the PSCDA Revenues are not sufficient,
from the COIT Revenues. Subject to the provisions for registration, this bond is negotiable under the laws of the
State of Indiana.
This bond is one of an authorized issue of bonds of the South Bend Redevelopment District in the
aggregate principal amount of Four Million Nine Hundred Eighty Thousand Dollars ($4,980,000), numbered
consecutively from IOR -1 upwards, issued pursuant to a resolution entitled "A BOND RESOLUTION OF THE
SOUTH BEND REDEVELOPMENT COMMISSION AUTHORIZING THE ISSUANCE OF REVENUE BONDS
OF THE SOUTH BEND REDEVELOPMENT DISTRICT FOR THE PURPOSE OF RAISING MONEY FOR
REDEVELOPMENT AND ECONOMIC DEVELOPMENT IN THE CENTRAL DEVELOPMENT AREA" the
"Resolution ") adopted by the Commission on , 2010, and in strict compliance with Indiana Code 36-
7 -14, for the purpose of procuring funds to pay for the cost of redevelopment and economic development in or
BDDB01 6406657v2 - 1 -
serving the Central Development Area (the "Area "), including without limitation certain improvements to Coveleski
Stadium (the "Project "), together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred
in connection with the redevelopment and economic development of the Area, including the total cost of all
reasonable and necessary architectural, engineering, legal, financing, accounting, advertising, bond discount and
supervisory expenses, and capitalized interest for the bonds as set forth in the Resolution, together with the expenses
in connection with or on account of the issuance of the bonds, all as described in the Resolution. Reference is
hereby made to the Resolution for a description of the nature and extent of the rights, duties and obligations of the
owners of the bonds, the City and the Commission and the terms on which this bond is issued, and to all the
provisions of the Resolution to which the owner hereof by the acceptance of this bond assents.
Bonds of this issue maturing on , and thereafter, are redeemable on
and on any date thereafter at the option of the Commission in whole or in part (only in authorized
denominations of Five Thousand Dollars ($5,000) or integral multiples thereof), with the maturities and amounts of
bonds to be redeemed to be selected by the Commission. Bonds so redeemed shall be redeemed on such redemption
date at a price of 100% of the principal amount of the bonds outstanding to be redeemed plus interest accrued on the
bonds so redeemed to the date fixed for redemption, and with the following premium:[
.]
In addition, and subject to the provisions of the Resolution permitting amounts to be credited
toward a part or all of mandatory sinking fund requirements in order of mandatory redemption dates determined by
the Commission, the Bonds maturing , I and
(the "Term Bonds "), are subject to redemption in part through application of mandatory sinking
fund payments as provided in the Resolution beginning on in the years
1. and respectively, and on each thereafter 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 the dates and in the principal amounts indicated below:
Bonds Due
Date Principal Amount
*Final Maturity
Unless waived by any holder of bonds to be redeemed, official notice of any such redemption shall
be given by the Registrar on behalf of the Commission by mailing a copy of an official redemption notice by
registered or certified mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for
redemption to the registered owner of the bond or bonds to be redeemed at the address shown on the Bond Register
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, or any defect therein, with respect to any bond shall not affect the validity of any
proceedings for the redemption of other bonds.
Official notice of redemption having been given as aforesaid, the bonds, or portions of bonds so to
be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and
from and after such date (unless the Commission shall default in the payment of the redemption price) such bonds or
portions of bonds shall cease to bear interest. Upon surrender of such bonds for redemption in accordance with said
notice, such bonds shall be paid by the Paying Agent at the redemption price. Bonds redeemed in part may be
exchanged for a bond or bonds of the same maturity in Authorized Denominations equal to the remaining principal
amount.
The principal of and premium, if any, and interest on this bond and all other bonds of the issue of
which this bond is a part are payable out of the PSCDA Revenues and to the extent the PSCDA Revenues are
insufficient therefor, from the COIT Revenues.
BDDB01 6406657v2 - 11 -
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 executed by the Registered Owner or his
attorney duly authorized in writing and thereupon 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 shall not be sold or transferred
in principal amounts of less than $100,000 without the opinion of counsel that the sale or transfer conforms to
securities laws. 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 exchange. The Registrar shall not be required to
transfer or exchange 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 to such interest payment date.
The City, the Commission, the Registrar and Paying Agent 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 manner provided in the Resolution, the Resolution and the rights and obligations of the
Commission and of the owners of the bonds may (with certain exceptions as stated in the Resolution) 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 Commission or the City.
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. 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, acting for and on behalf of the District, whether or not this
bond, being lost, stolen or destroyed shall be found at any time and shall be entitled to all the benefits of the
Resolution, 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 Commission 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 Commission. Such notice to the Commission
may be served personally or be sent by registered mail. The Registrar or the Paying Agent may be removed at any
time as Registrar or Paying Agent by the Commission, in which event the Commission may appoint a successor
Registrar or Paying Agent, as the case may be. The Commission shall cause the registered owner of this bond to be
notified, if 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 in the registration books kept by the Registrar.
If this bond or a portion thereof shall have become due and payable in accordance with its terms or
shall have been duly called for redemption or irrevocable instructions to call this bond or a portion thereof for
redemption shall have been given, and the whole amount of the principal or and premium, if any, and interest, so
due and payable upon all of this bond or a portion thereof then outstanding shall be paid or (i) sufficient monies for
such purpose, 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 monies for such purpose, or (iii) time certificates of deposit fully secured as to both principal and interest
by obligations of the kind described in (ii) above of a bank or banks, the principal of and interest on which when due
will provide sufficient monies for such purpose, shall be held in trust for such purpose, and provision shall also have
BDDB01 6406657v2
been made for paying all fees and expenses in connection with the redemption, then and in that case this bond or
such portion thereof shall no longer be deemed outstanding or an indebtedness of the District.
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 prescribed by law, and that the
issuance of this bond by the District does not cause any constitutional or statutory limitation of indebtedness to be
exceeded.
This bond shall not be valid or become obligatory for any purpose or be entitled to any security or
benefit under the Resolution authorizing this Bond until the certificate of authentication hereon shall have been duly
executed by an authorized representative of the Registrar.
IN WITNESS WHEREOF, the South Bend Redevelopment Commission has caused this bond to
be executed in the name of the City, acting for and on behalf of the South Bend Redevelopment District, by the
manual or facsimile signature of the Mayor of the City and attested by the manual or facsimile signature of the
Controller, who has caused the seal of the City to be impressed or a facsimile thereof to be printed hereon.
(4�- (Seal of the City)
ATTEST:
Controller
CITY OF SOUTH BEND, INDIANA,
ACTING FOR AND ON BEHALF OF THE
SOUTH BEND REDEVELOPMENT DISTRICT
Mayor
Registrar's Certificate of Authentication
This bond is one of the bonds described in the within mentioned Resolution.
0
AS REGISTRAR,
Authorized Representative
The following abbreviations, when used in the inscription of the face of this bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
BDDB01 6406657v2 - 13-
TEN COM as tenants in common
IL TEN ENT as tenants by the entireties
JT TEN as joint tenants with rights of survivorship and not as tenants in common
UNIF GIFT
MIN ACT Custodian
(Cust.) (Minor)
under Uniform Gifts to Minors Act of
(State)
Additional abbreviations may also be used although not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells and transfers unto
(Please print or typewrite name and address of transferee)
this bond and all rights hereunder and hereby irrevocably constitutes and appoints
, attorney, to transfer this bond on the books kept for the registration
hereof with full power of substitution in the premises.
ILM� Date:
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. There are hereby created and established a Revenue Fund (into
which all PSCDA Revenues and /or COIT Revenues received by the Redevelopment District for
the purpose of paying the principal of and interest on the Bonds shall be deposited and held in
reserve for payment of principal of and interest on the Bonds pursuant to this Resolution), a
Bond Principal and Interest Fund and a Reserve Fund, each of which the Controller, the
BDDB01 6406657v2 -14-
7
�wj
Commission and the department hereby covenant and agree to cause to be kept and maintained.
On the first January 15 or July 15 following the date of issuance of the Bonds, and each
January 15 and July 15 thereafter, all monies in the Revenue Fund shall be set aside in the
following order of priority:
a. Bond Principal and Interest Fund. There shall be set aside and
deposited into the Bond Principal and Interest Fund from the Revenue Fund, to the extent
available, an amount of money which, together with any which, together with any money
contained therein, is equal to the aggregate amount of the principal and interest due
during that bond year with respect to the Bonds. For this purpose, a "bond year" shall be
deemed to be a year to and including January 15. No deposit need be made into the Bond
Principal and Interest Fund if the amount contained therein is at least equal to the
aggregate amount of principal and interest due and payable with respect to the Bonds
during the remainder of that bond year. All money in the Bond Principal and Interest
Fund shall be used and withdrawn solely for the purpose of paying the interest on and the
principal of the Bonds as it shall become due and payable to the extent it is required
therefor (including accrued interest on any Bonds purchased or redeemed prior to
maturity).
b. Reserve Fund. After the issuance of the Bonds, there shall be set
aside and deposited in the Reserve Fund from the Revenue Fund an amount of money
that shall be required to maintain the Reserve Fund in the full amount of the Debt Service
Reserve Requirement (as defined below). No deposit need be made in the Reserve Fund
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 -1/14) 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 "). Any portion of the Debt Service
Reserve Requirement shall be deemed to be satisfied if there is on deposit in the Reserve
Account any surety bond, insurance policy, guaranty, letter of credit or other credit
facility in any amount equal to such portion, the issuer of which credit facility is rated
"AAA" is Standard & Poor's Ratings Group or "Aaa" by Moody's Investor Service at the
time the credit facility is issued.
All money in the Reserve Fund shall be used and withdrawn by the City
solely for the purpose of making deposits into the Bond Principal and Interest Fund, 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 that
no other money is lawfully available therefor, except that so long as there is no default
hereunder, any amount in the Reserve Fund in excess of the Debt Service Reserve
Requirement shall be withdrawn from the Reserve Fund and deposited in the Bond
Principal and Interest Fund. Money in the Reserve Fund shall also be available to the
final payments of interest and principal on the Bonds.
The PSCDA Revenues and the COIT Revenues shall be irrevocably
pledged for the purpose set forth in this Section 4.
BDDB01 6406657v2
-15-
All money in each of the funds described herein above shall be held in
trust for the benefit of the holders of the Bonds and shall be applied, used and withdrawn
only for the purposes authorized in this Section 4. Such proceeds shall be deposited with
a legally qualified depository or depositories for funds of the City as now 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. Interest earned in each fund established under
this Resolution shall be credited thereto, except that the amount of funds in the Reserve
Fund shall not exceed the Debt Service Reserve Requirement, and any such excess shall
be deposited into the Bond Principal and Interest Fund.
SECTION 5. Proceeds received from the sale of the Bonds shall be deposited as
follows:
a. All accrued interest received at the time of the delivery of the
Bonds, if any, plus such additional amount as the Commission shall determine with the
advice of its financial advisor to be used for capitalized interest (to be set forth in a.
certificate of the Controller prior to the issuance of the Bonds) shall be placed in the
Bond Principal and Interest Fund; and
b. For the Bonds, an amount equal to the Debt Service Reserve
Requirement shall be placed in the Reserve Fund unless the Commission determines to
satisfy the Debt Service Requirement with a surety bond or other credit facility as
provided by Section 4(b) hereof, and
Cr� C. 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,
Redevelopment District Capital Fund" (the "Capital Fund ").
SECTION 6. Proceeds of the Capital Fund shall be deposited with a legally
qualified depository or depositories for funds of the City as now 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 proceeds in the Capital Fund shall be expended only for the purpose of
paying the cost of the redevelopment and economic development in or serving the Area,
including without limitation the Project, together with a sum sufficient to pay the estimated cost
of all expenses reasonably incurred in connection with the redevelopment and economic
development in or serving the Area, including the total cost of all reasonable and necessary
architectural, engineering, legal, financing, accounting, advertising, bond discount and
supervisory expenses related to completing the Project or the issuance of the Bonds, capitalized
interest for the Bonds and a debt service reserve for the Bonds as provided herein, together with
the expenses in connection with or on account of the issuance of the Bonds for the retirement
thereof. Any balance or balances remaining in the Capital Fund after the completion of the
Project in or serving the Area which are not required to meet unpaid obligations incurred in
connection with the completion of the Project in or serving the Area and issuance of the Bonds
shall be deposited into the Bond Principal and Interest Fund and used solely for the purposes of
that fund.
BDDB01 6406657v2 -16-
SECTION 7. As soon as can be done after the adoption of this Resolution, the
President and the Secretary of the Commission are hereby directed to deliver on behalf of the
Commission a certified copy of this Resolution to the Controller.
SECTION 8.
a. The Bonds may be sold (i) at public sale in accordance with I.C. 5-
3-1 or (ii) at a negotiated, private sale upon terms acceptable to the President of the
Commission and the Controller. In no event shall the Bonds be sold at a purchase price
of less than ninety -seven percent (97 %) of the par value of the Bonds or such higher
purchase price as may be set forth in the Issuer's Certificate. If the President of the
Commission and the Controller determine to proceed with a negotiated sale of the Bonds,
they shall set forth such determination in the Issuer's Certificate. To the extent the Bonds
are sold on a negotiated basis, the President of the Commission and the Controller are
hereby authorized to enter into a bond purchase agreement for the sale of the Bonds on
the terms and conditions set forth therein, consistent with the provisions of this
Resolution.
b. In the event that the Bonds are not sold via a negotiated sale, prior
to the sale of the Bonds, the Controller shall cause to be published a notice of intent to
sell bonds two times at least one week apart in the Court and Commercial Record, the
South Bend Tribune and the Tri- County News. The notice of such sale or a summary
thereof may also be published in such other publications, in the discretion of the
Controller. 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
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. 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 if the person furnishes a telex number. Such notice may also include such other
information as the Controller shall deem necessary. Such notice shall also provide,
among other things, that a good faith deposit (the "Deposit ") in the form of cash, check
certified, cashier's check or wire transfer in the amount of one percent (1 %) of the
principal amount of the Bonds made payable to the order of the Commission is required
to be submitted by the successful purchaser (the "Purchaser ") not later than 3:00 p.m.
(local time) on the next business day following the award. If such Deposit is not received
by that time, the Commission may reject the bid. No interest on the Deposit will accrue to
the Purchaser. The Deposit will be applied to the purchase price of the Bonds. In the
event the Purchaser fails to honor its accepted bid, the Deposit will be retained by the
Commission as liquidated damages.
LVMO�l In the event the bidder to whom the Bonds are awarded shall fail or refuse
to comply with the provisions of the bid and this notice, such Deposit shall become the
BDDB01 6406657v2 -17-
co property of the Commission and shall be taken and considered as liquidated damages of
the Commission on account of such failure or refusal.
All bids for Bonds shall be sealed and shall be presented to the Controller
at the Controller's office or at the office of the Commission's financial advisor as set forth
in the notice of intent to sell bonds, and the Controller (or the financial advisor on behalf
of the Controller) shall continue to receive all bids offered until the hour fixed for the sale
of the Bonds, at which time and place the Controller (or the financial advisor on behalf of
the Controller) 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 eight
percent per annum (or such lesser rate as the Controller, with the advice of the financial
advisor of the Commission, shall determine prior to the publication of the notice of intent
to sell). Such 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 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 set forth below, the Controller shall award the
Bonds to the bidder offering the lowest net 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. No bid for less than ninety -seven percent (97 %) of the par value of the Bonds
(or such higher percentage of the par value of the Bonds as the Controller, with the
advice of the financial advisor to the Commission, shall determine prior to the publication
of the notice of intent to sell), 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 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, pursuant to
Indiana law.
C. The Bonds shall be offered and sold pursuant to an Official
Statement with respect to the Bonds (the "Official Statement "), to be made available and
distributed in such manner, at such times, for such periods and in such number of copies
as may be required pursuant to Rule 15c2 -12 promulgated by the United States Securities
and Exchange Commission as the same has been amended (the "Rule "). The
Commission hereby authorizes the Controller to approve the form of the Preliminary
Official Statement upon the advice of counsel with such approval to be conclusively
evidenced by signature of the Controller thereon. The Commission hereby authorizes the
Controller to deem "final" the Preliminary Official Statement, as of its date, in
accordance with the provisions of the Rule, subject to completion as permitted by the
Rule, and the Commission further authorizes the distribution of the deemed final Official
Statement. The Commission hereby authorizes and directs the Controller, upon the
advice of the counsel to place into final form and distribute and cause to be delivered the
(04MO) final Official Statement in accordance with the Rule, and further authorizes the Controller
BDDB01 6406657v2 - 18-
to execute the final Official Statement. The Commission covenants and agrees that it will
comply with and carry out the continuing disclosure requirements of Section (b)(5) of the
Rule. The Commission hereby authorizes the Controller to approve a continuing
disclosure contract and to execute the same on the date the Bonds are issued.
The Commission covenants and agrees that it will comply with and carry
out the continuing disclosure requirements of Section (b)(5) of the Rule. The President
and Secretary are further authorized on behalf of the Redevelopment District to enter into
a continuing disclosure agreement for the benefit of the holders of the Bonds to be dated
as of the date of issuance and delivery of the Bonds evidencing the covenants and
agreements of the City and the Commission to comply with the continuing disclosure
requirements of the Rule.
SECTION 9. The Controller is hereby authorized and directed to obtain a legal
opinion as to the validity of the Bonds from Baker & Daniels LLP, bond counsel, of South Bend,
Indiana, and to furnish such opinion to the purchaser of the Bonds. The cost of said opinion shall
be considered as part of the costs incidental to these proceedings and shall be paid out of the
proceeds of the Bonds.
SECTION 10. Any Bonds issued under this Resolution may be initially issued in
temporary form exchangeable for definitive Bonds. The temporary Bonds may be printed,
lithographed or typewritten, shall be of such denominations as may be determined by the
Commission, shall be in fully registered form and may contain such reference to any of the
provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed,
sealed and attested by the Mayor of the City and the Controller in substantially the same manner
as provided in Section 1 hereof. If temporary Bonds are issued, definitive Bonds will be
executed and furnished without delay and thereupon the temporary bonds may be surrendered for
cancellation at the principal office of the Registrar and the Registrar shall deliver in exchange for
such temporary Bonds an equal aggregate principal amount of definitive Bonds of the same
interest rates and maturities. Until so exchanged, the temporary Bonds shall be entitled to the
same benefits under this Resolution as definitive Bonds issued hereunder.
SECTION 11. The Mayor of the City is hereby authorized to execute the Bonds
with his or her manual or facsimile signature, and the Controller is hereby authorized and
directed to have the definitive Bonds prepared, attest the Bonds with his or her manual or
facsimile signature, and cause the seal of the City to be impressed or a facsimile thereof to be
printed on the Bonds, all in the form and manner herein provided. In the case any officer whose
signature appears on the Bonds shall cease to hold that office before the delivery of the Bonds,
the signature of such officer shall nevertheless be valid and sufficient 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 Controller shall certify the amount the purchaser is to pay, together
with the name and address of the purchaser, and upon receipt of the amount of payment certified,
deliver the Bonds to the purchaser. The Controller shall take a receipt for the Bonds delivered to
the purchaser, pay the purchaser's payment into the respective funds described above, and report
the proceedings to the Commission and the Common Council of the City.
BDDB01 6406657v2 -19-
SECTION 12. In order either to qualify the Bonds as Recovery Zone Economic
Development Bonds or to preserve the exclusion from gross income of interest on the Bonds
under federal law and as an inducement to the purchasers of the Bonds, the Commission on
behalf of the Redevelopment District represents, covenants and agrees that:
a. No person or entity or any combination thereof, other than the
Redevelopment District or the City, will use proceeds of the 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 Redevelopment District will own property
financed by 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 Bond proceeds will be lent to any entity or person. No 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 Bond proceeds;
C. The Redevelopment District will not take any action or fail to take
any action with respect to, the Bonds that would result in the loss of the exclusion from
gross income for federal tax purposes of interest on the Bonds pursuant to Section 103(a)
II of the Internal Revenue Code of 1986, as amended and as in effect on the date of delivery
1 of the Bonds (the "Code "), and the Commission will not act in any manner which would
adversely affect such exclusion. The Commission 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 applicable thereto as in effect on
the date of delivery of the Bonds. The Commission shall comply with the arbitrage
rebate requirements under Section 148 of the Code to the extent applicable; and
d. All officers, members, employees and agents of the Commission,
the Department and the City are authorized and directed to provide certifications of facts
and estimates that are material to the reasonable expectations of the Commission as of the
date the Bonds are issued and to make and enter into covenants on behalf of the
Commission evidencing the Commission's recognition of and compliance with the
covenants and commitments made herein. In particular and without limiting the
foregoing, any and all appropriate officers,' members, employees and agents of the
Commission, the Department and the City are authorized to certify and /or enter into
covenants for the Redevelopment District regarding the facts and circumstances and
reasonable expectations of the Commission on the date the Bonds are issued and the
representations, covenants and commitments made by the Commission herein regarding
the amount and use of the proceeds of the Bonds.
SECTION 13. Notwithstanding any other provisions of this Resolution, the
ILMW� covenants and authorizations contained in this Resolution (the "Tax Sections ") which are
BDDB01 6406657v2 -20-
designed to preserve the exclusion of interest on the Bonds from gross income under federal law
(the "Tax Exemption ") need not be complied with if the Redevelopment District 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 premium, if any, and interest so due and
payable upon all of the Bonds or a portion thereof then outstanding shall be paid or (i) sufficient
monies for such purpose, 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 monies for such purpose, or (iii) time
certificates of deposit fully secured as to both principal and interest by obligations of the kind
described in (ii) above of a bank or banks the principal of and interest on which when due will
provide sufficient monies 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 Redevelopment District.
SECTION 15. If any section, paragraph or provision of this Resolution 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
lc� Resolution.
SECTION 16. All resolutions and orders, or parts thereof, in conflict with the
provisions of this Resolution are, to the extent of such conflict, hereby repealed, and this
Resolution shall be in immediate effect from and after its adoption.
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 Resolution, shall be a
legal holiday or a day on which banking institutions in the City or 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 Resolution, and no interest shall accrue for the period after such nominal date.
SECTION 18. The Commission may, from time to time and at any time, without
the consent of, or notice to, any of the owners of the Bonds, adopt resolutions supplemental
hereto (which supplemental resolutions shall thereafter form a part hereof) for any one or more
of the following purposes:
a. To cure any ambiguity or formal defect or omission in this
Resolution or in any supplemental resolution;
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
BDDB01 6406657v2 -21 -
conferred upon the owners of the Bonds, or to make any change which, in the judgment
of the Commission, is not to the prejudice of the owners of the Bonds;
C. To modify, amend or supplement this Resolution 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 or to obtain or maintain
bond insurance with respect to payments of principal of and interest on the Bonds;
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 resolution, if such supplemental
resolution will not adversely affect the owners of the Bonds; or
f. Any other purpose which in the judgment of the Commission does
not adversely affect the interests of the owners of the Bonds.
SECTION 19. This Resolution and the rights and obligations of the Commission
and the owners of the Bonds may be modified or amended at any time by supplemental
resolutions adopted by the Commission 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 Commission or 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 or premium payable
IQ�thereon, advance the earliest redemption date, 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 Resolution or of the Act, and may be done and performed as fully and freely as
if expressly permitted by the terms of this Resolution, 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 Commission
or any officer thereof from taking any action pursuant thereto.
If the Commission 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 registration books held by the Registrar. Such notice shall briefly set
forth the nature of the proposed supplemental resolution 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 resolution when consented to and approved as provided in this Section 19.
BDDB01 6406657v2 -22-
Whenever at any time within one year after the date of the mailing of such notice,
the Commission 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 Commission or the City),
which instrument or instruments shall refer to the proposed supplemental resolution 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 Commission may adopt such supplemental resolution 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 resolution pursuant to the provisions of
this Section 19, this Resolution shall be, and be deemed to be, modified and amended in
accordance therewith, and the respective rights, duties and obligations under this Resolution shall
thereafter be determined, exercised and enforced hereunder, subject in all respects to such
modifications and amendments.
SECTION 20. The appropriate officers are hereby authorized to take all actions
required to obtain a rating for the Bonds, if economically feasible and desirable, and to enter into
a guaranty agreement with a corporate guarantor for the purpose of further securing the payment
of the principal of and interest on the Bonds.
SECTION 21. This Resolution shall be in full force and effect after its adoption
cw� by the Commission.
BDDB01 6406657v2 -23-
ILADOPTED AND APPROVED at a meeting of the Commission held on
November 19, 2010.
4
SOUTH BEND
REDEVELOPMENT COMMISSION
J.avfd Varner, Vice - President
ATTEST:
9
T� zq1 7�
Nancy King, Se etary
BDDB01 6406657v2 -24-