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HomeMy WebLinkAboutNo. 2012 authorizing issuance of bonds for purpose of providing funds for refunding outstanding bonds and financing redevelopment projects in SBCAA (No. 1A) and paying incidental expenses in connection therewith and on account of issuance of bondsRESOLUTION NO. 2012 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION AUTHORIZING ISSUANCE OF BONDS FOR THE PURPOSE OF PROVIDING FUNDS FOR REFUNDING OUTSTANDING BONDS AND FINANCING REDEVELOPMENT PROJECTS IN THE SOUTH BEND CENTRAL ALLOCATION AREA (SOUTH BEND ALLOCATION AREA NO. 1A) AND PAYING INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE ISSUANCE OF THE BONDS WHEREAS, the South Bend Redevelopment Commission (the "Commission ") has adopted various resolutions declaring certain real estate in the South Bend Redevelopment District (the "District "), known as the South Bend Central Development Area (the "Area "), to be an allocation area within the meaning of IC 36 -7 -14 (the "Act "), such allocation area known as the South Bend Central Allocation Area (South Bend Allocation Area No. IA) (the "Allocation Area "); and WHEREAS, the Commission has adopted a redevelopment plan for the Area (the "Plan ") the purpose of which is to benefit the public health and welfare of the citizens of the City of South Bend, Indiana (the "12W') and revitalize the Area (as defined in the Plan); and WHEREAS, the Commission has determined that certain improvements to the Area should commence, which improvements are more particularly described on Exhibit A attached hereto (collectively referred to as the "Project "); and WHEREAS, the Commission has determined that it is advisable to currently refund the outstanding bonds of the South Bend Redevelopment Authority (the "Authority ") issued in 1992 and designated as "South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Refunding)" (the "Refunded Bonds "); and WHEREAS, the Commission deems it advisable to issue the "City of South Bend, Indiana Redevelopment District Tax Increment Revenue Bonds, Series 2003 (South Bend Central Development Area)" (the "2003 Bonds ") in an aggregate principal amount not to exceed Twenty -Two Million Dollars ($22,000,000) (the "Authorized Amount ") for the purpose of financing the Project, refunding of the Refunded Bonds, and paying the costs of issuance of the 2003 Bonds; and WHEREAS, the Project is located in or serves the Area; and WHEREAS, it would be of public utility and benefit and in the best interests of the District and its citizens to pay the costs of the Project, of refunding of the Refunded Bonds, and of the issuance of bonds therefor, which will provide special benefits to property owners in the District; and WHEREAS, the Commission finds that under the governing statutes it is necessary to make an appropriation to pay items to be financed with the 2003 Bonds, and the Commission has determined that said appropriation be made at this time; and WHEREAS, notice has been given and this date a public hearing has been conducted regarding such appropriation, as required by Indiana law; and WHEREAS, the Commission now finds that all conditions precedent to the adoption of a resolution authorizing the issuance of the 2003 Bonds have been complied with in accordance with the applicable provisions of the Act. NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission, governing body of the District, as follows: Section 1. Authorization for Bonds and Appropriation of Proceeds. In order to provide financing for the Project and the costs of issuance of the 2003 Bonds, the District shall borrow money, and the City, acting for and on behalf of the District, shall issue the 2003 Bonds as herein authorized. An appropriation in the amount of not to exceed the Authorized Amount, together with an estimated Five Hundred Thousand Dollars ($500,000) in investment earnings thereon, shall be made to pay for the governmental purposes to be financed by the 2003 Bonds, and the funds to meet said appropriation shall be provided out of the proceeds of the 2003 Bonds in the original principal amount of not to exceed the Authorized Amount and such investment earnings. Said appropriation shall be in addition to all other appropriations provided for in the existing budget and tax levy. Section 2. General Terms of Bonds. (a) Issuance of 2003 Bonds. In order to procure said loan for such purposes, the Commission hereby authorizes the issuance of the 2003 Bonds as described herein. The City Controller (the "Fiscal Officer ") is hereby authorized and directed to have prepared and to issue and sell negotiable bonds of the District in an amount not to exceed the Authorized Amount, to be designated "City of South Bend, Indiana Redevelopment District Tax Increment Revenue Bonds, Series 2003 (South Bend Central Development Area) ". The 2003 Bonds shall be signed in the name of the City, acting for and on behalf of the District, by the manual or facsimile signature of the Mayor of the City (the "Executive ") and attested by the manual or facsimile signature of the Fiscal Officer, who shall affix the seal of the City to the 2003 Bonds manually or shall have the seal imprinted or impressed thereon by facsimile or other means. In case any officer whose signature or facsimile signature appears on the 2003 Bonds shall cease to be such officer before the delivery of the 2003 Bonds, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until delivery thereof. The 2003 Bonds also shall be, and will not be valid or become obligatory for any purpose or entitled to any benefit under this resolution unless and until, authenticated by the manual signature of the Registrar (as defined in Section 4 hereof). The 2003 Bonds shall be issued in fully registered form and be numbered IL consecutively from R -1 upward, shall be issued in denominations of Five Thousand Dollars ($5,000) or any integral multiple thereof, shall be originally -2- dated as of the date of delivery, and shall bear interest payable semi - annually each February 1 and August 1, beginning on February 1, 2004 calculated on the basis of a 360 -day year comprised of twelve 30 -day months, as set forth in a negotiated sale of the 2003 Bonds to the Indiana Bond Bank. The 2003 Bonds shall mature on February 1 and August 1 of each year, beginning August 1, 2004 in accord with a maturity schedule designed to best provide for equal payments in each year the 2003 Bonds are outstanding. The Executive and the Fiscal Officer are hereby authorized for and on behalf of the Commission to negotiate such a maturity schedule with the purchaser of the 2003 Bonds as evidenced by their execution of the 2003 Bonds. All or a portion of the 2003 Bonds may be aggregated into and issued as one or more term bonds. The term bonds will be subject to mandatory sinking fund redemption with sinking fund payments and final maturities corresponding to the serial maturities described above. Sinking fund payments shall be applied to retire a portion of the term bonds as though it were a redemption of serial bonds, and, if more than one term bond of any maturity is outstanding, redemption of such maturity shall be made by lot. Sinking fund redemption payments shall be made in a principal amount equal to such serial maturities, plus accrued interest to the redemption date, but without premium or penalty. For all purposes of this Resolution, such mandatory sinking fund redemption payments shall be deemed to be required payments of principal which mature on the date of such sinking fund payments. Appropriate changes shall be made in the definitive form of 2003 Bonds, relative to the form of 2003 Bonds contained in this Resolution, to reflect any mandatory sinking fund redemption terms. (b) Source of Payment. The 2003 Bonds are not a general obligation of the City or the District, but are limited and special obligations of the District payable solely as set forth herein and therein. The 2003 Bonds are, as to all the principal thereof and interest due thereon, payable solely from allocated incremental taxes on real property in the Allocation Area, and earnings thereon, pursuant to Indiana Code § 36- 7 -14 -39 (the "TIF Revenues "). (c) Payments. All payments of interest on and principal of the 2003 Bonds shall be paid by check mailed one business day prior to the interest payment date to the registered owners thereof as of the fifteenth (15th) day of the immediately prior month in which interest is payable (the "Record Date ") at the addresses as they appear on the registration and transfer books of the Commission kept for that purpose by the Registrar (as defined in Section 4 hereof) (the "Re _aistration Record") or at such other address as is provided to the Paying Agent (as defined in Section 4 hereof) in writing by such registered owner. Each registered owner of $500,000 or more in principal amount of the 2003 Bonds shall be entitled to receive interest payments by wire transfer by providing written wire instructions to the Paying Agent before the Record Date for any payment. Provided, however, that the final principal payment on each 2003 Bond shall be ILI made upon surrender thereof at the principal office of the Paying Agent in any coin or currency of the United States of America which on the date of such -3- 44� payment shall be legal tender for the payment of public and private debts, or in the case of a registered owner of $500,000 or more in principal amount of the 2003 Bonds, by wire transfer on the due date upon written direction of such owner provided at least fifteen (15) days prior to the maturity date or redemption date. Interest on the 2003 Bonds shall be payable from the interest payment date to which interest has been paid next preceding the authentication date thereof unless such 2003 Bonds are authenticated after the Record Date for an interest payment and on or before such interest payment date in which case they shall bear interest from such interest payment date, or unless authenticated on or before the Record Date for the first interest payment date, in which case they shall bear interest from the original date, until the principal shall be fully paid. (d) Transfer and Exchange. Each 2003 Bond shall be transferable or exchangeable only upon the Registration Record, by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such 2003 Bonds 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 2003 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. The costs of such transfer or exchange shall be borne by the transferor including, but not limited to, for any tax or governmental charge required to be paid in connection therewith, which shall be payable by the party requesting such transfer or exchange. The City, Commission, Registrar and Paying Agent may treat and consider the persons in whose names such 2003 Bonds are registered as the absolute owners thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. (e) Mutilated, Lost, Stolen or Destroyed Bonds. In the event any 2003 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 Registrar, and in the case of any lost, stolen or destroyed bond there shall be first furnished to the Registrar evidence of such loss, theft or destruction satisfactory to the Fiscal Officer and the Registrar, together with indemnity satisfactory to them. In the event any such 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 2003 Bonds with their reasonable fees and expenses in this connection. Any bond issued pursuant to this paragraph shall be deemed an original, substitute contractual obligation of the City, acting rfor and on behalf of the District, whether or not the lost, stolen or destroyed 2003 -4- Bonds 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 2003 Bonds of such series issued hereunder. Section 3. Terms of Redemption. The bonds of this issue maturing on or after February 1, 2014 are redeemable at the option of the Commission on August 1, 2013 or any date thereafter, on thirty (30) days' notice, in whole or in part, in any order of maturities selected by the Commission and by lot within a maturity, at 100% of face value plus accrued interest to the date fixed for redemption, without premium or penalty. Each $5,000 in principal amount shall be considered a separate bond for purposes of partial redemption. In the alternative, and in the event the 2003 Bonds are sold to the Indiana Bond Bank in accordance with Section 7, the terms of redemption of the 2003 Bonds shall be in accordance with the QE Purchase Agreement (as defined in Section 7 hereof). Notice of redemption shall be mailed by first -class mail to the address of each registered owner as shown on the Registration Record not more than forty -five (45) days and not less than thirty (30) days prior to the date fixed for redemption except to the extent such redemption notice is waived by owners of 2003 Bonds redeemed, provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any 2003 Bond shall not affect the validity of any proceedings for the redemption of any other 2003 Bonds. The notice shall specify the date and place of redemption, the redemption price and the CUSIP numbers of the JC 2003 Bonds called for redemption. The place of redemption may be determined by the Commission. Interest on the 2003 Bonds so called for redemption shall cease 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 date so named, and thereafter, such 2003 Bonds shall no longer be protected by this resolution and shall not be deemed to be outstanding hereunder, and the holders thereof shall have the right only to receive the redemption price. All 2003 Bonds which have been redeemed shall be cancelled and shall not be reissued; provided, however, that one or more new registered bonds shall be issued for the unredeemed portion of any 2003 Bond without charge to the holder thereof. On or prior to the date fixed for redemption, funds shall be deposited with the Paying Agent or another paying agent to pay, and such agent is hereby authorized and directed to apply such funds to the payment of, the 2003 Bonds or portions thereof called for redemption, including accrued interest thereon to the redemption date. No payment shall be made upon any 2003 Bond or portion thereof called for redemption until such bond shall have been delivered for payment or cancellation or the Registrar shall have received the items required by this resolution with respect to any mutilated, lost, stolen or destroyed bond. Section 4. Appointment of Registrar and Paying Agent. The Commission, with the advice of the Commission's financial advisor may appoint a financial institution qualified to do such business in Indiana, or, in the alternative, may appoint the Fiscal Officer to serve as Registrar and Paying Agent (together with any successor, the "Registrar" or "Paving Agent"). The Registrar is hereby charged with the responsibility of authenticating the 2003 Bonds, and ILshall keep and maintain the Registration Record at its office. The Commission is hereby -5- authorized to enter into such agreements or understandings with such institution as will enable the institution to perform the services required of the Registrar and Paying Agent. The Fiscal Officer is authorized to pay such fees as the institution may charge for the services it provides as Registrar and Paying Agent. Such institution, if so appointed, and any successor, may at any time resign as Registrar and Paying Agent by giving thirty (30) days written notice to the Commission and to each registered owner of the 2003 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 by the Commission. Such notice to the Commission may be served personally or be sent by first -class or registered mail. The Commission shall act promptly to appoint a successor, and notwithstanding anything herein to the contrary, no resignation will take effect until the successor has been appointed. The Registrar and Paying Agent may be removed at any time by the Commission in which event the Commission shall thereupon appoint a successor. The Commission shall notify each registered owner of the 2003 Bonds then outstanding of such removal. Notices to registered owners of the 2003 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 Registration Record. Any predecessor Registrar and Paying Agent shall deliver all the 2003 Bonds, cash or investments related thereto in its possession and the Registration Record to the successor. At all times, the same entity shall serve as Registrar and Paying Agent. Any successor Registrar and Paying Agent shall be a financial institution qualified to do such business in Indiana. ILI Section 5. Form of Bonds. The form and tenor of the 2003 Bonds shall be substantially as follows, and all blanks to be filled in properly and all necessary additions and deletions to be made prior to delivery thereof- 2003R- UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF ST. JOSEPH CITY OF SOUTH BEND, INDIANA REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BOND, SERIES 2003 (South Bend Central Development Area) Interest Rate Original Date Maturity Date Authentication Date REGISTERED OWNER: PRINCIPAL SUM: Dollars ($ ) 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 set forth above, solely from the sources described herein and which consist of allocated incremental taxes on real property located in the South Bend Central Allocation Area (South Bend Allocation Area No. IA) (the "Allocation Area "), and earnings thereon, the Principal Sum set forth above on the Maturity Date set forth above (unless this bond be subject to and be In called for redemption prior to maturity as hereafter provided), and to pay interest thereon , solely from such sources, until the Principal Sum shall be fully paid at the Interest Rate per annum specified above from the interest payment date to which interest has been paid next preceding the Authentication Date of this bond unless this bond is authenticated after the fifteenth day of the month in which interest is payable and on or before such interest payment date in which case it shall bear interest from such interest payment date, or unless this bond is authenticated on or before January 15, 2004 in which case it shall bear interest from the Original Date, which interest is payable semi - annually on February I and August 1 of each year, beginning on February 1, 2004. Interest shall be calculated on the basis of a 360 -day year comprised of twelve 30 -day months. The principal of this bond is payable at the principal office of (the "Registrar" or "Paying Agent "), in , Indiana. All payments of interest on and principal of this bond shall be paid by check mailed one business day prior to the interest payment date to the registered owner hereof as of the fifteenth day of the immediately prior month in which interest is payable at the address as it appears on the registration books kept by the Registrar (as defined herein) or at such other address as is provided to the Paying Agent (as defined herein) in writing by the Registered Owner. Each Registered Owner of $500,000 or more in principal amount of bonds shall be entitled to receive interest payments by wire transfer by providing written wire instructions to the Paying Agent before the record date for any payment. Provided, however, the final principal payment of this bond shall be made upon surrender thereof at the principal office of the (the "Registrar" and "Paying Agent") in any coin or currency of the United States of America which on the dates of such payment shall be legal tender for the payment of public and private debts, or in the case of a Registered Owner of $500,000 or more in principal, by wire transfer on the due date upon written direction of such owner provided at least fifteen (15) days prior to the maturity date or redemption date. This bond is one of an authorized issue of bonds (the "2003 Bonds ") of the District of like original date, tenor and effect, denomination, and numbering, in the total issued amount of _ Dollars ($ ), numbered consecutively from R -1 upward, issued for the purpose of providing funds for redevelopment projects, for currently refunding the South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Refunding) issued in 1992, and for the purpose of paying incidental expenses to be incurred in connection therewith and on account of the issuance of bonds therefor, as authorized by Resolution No. adopted by the South Bend Redevelopment Commission (the "Commission") on the 3rd day of October, 2003, entitled "A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION AUTHORIZING ISSUANCE OF BONDS FOR THE PURPOSE OF PROVIDING FUNDS FOR REFUNDING OUTSTANDING BONDS AND FINANCING REDEVELOPMENT PROJECTS IN THE SOUTH BEND CENTRAL ALLOCATION AREA (SOUTH BEND ALLOCATION AREA NO. IA) AND PAYING INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE ISSUANCE OF THE BONDS" (the "Resolution'), and in accordance with the provisions of Indiana law, including without limitation Indiana Code 36 -7 -14, and other applicable laws, as amended (collectively, the "Act'), all as more particularly described in the Resolution. The owner of this bond, by acceptance hereof, agrees to all the terms and provisions contained in the Resolution and the Act. This bond does not constitute a general obligation or indebtedness of the City or the District, but the same is a limited and special obligation of the District. This bond and the bonds of this issue are, as to all the principal thereof and interest due thereon, payable from allocated incremental taxes on real property in the Allocation Area, and earnings thereon, pursuant to Indiana Code § 36- 7 -14 -39 (the "TIF Revenues "). THIS BOND DOES NOT CONSTITUTE A CORPORATE OBLIGATION OR INDEBTEDNESS OF THE CITY OF SOUTH BEND, INDIANA, BUT IS A SPECIAL AND -7- LIMITED INDEBTEDNESS OF THE SOUTH BEND REDEVELOPMENT DISTRICT. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY OR SOUTH BEND REDEVELOPMENT DISTRICT IS PLEDGED TO THE PAYMENTS DUE ON THIS BOND. [The bonds of this issue maturing on or after February 1, 2014 are redeemable at the option of the Commission on August 1, 2013 or any date thereafter, on thirty (30) days' notice, in whole or in part, in any order of maturities selected by the Commission and by lot within a maturity, at 100% of face value plus accrued interest to the date fixed for redemption, without premium or penalty. Each $5,000 in principal amount shall be considered a separate bond for purposes of partial redemption.] [The terms of redemption for the Bonds of this issue shall be set forth herein and shall be in accordance with a Qualified Entity Purchase Agreement to be entered into by and among the City, the Commission and the Indiana Bond Bank in the event the bonds of this issue are sold to the Indiana Bond Bank.] Notice of such redemption shall be mailed by first -class mail not more than forty-five (45) days and not less than thirty (30) days prior to the date fixed for redemption to the address of the Registered Owner as shown on the registration record of the City except to the extent such redemption notice is waived by owners of the bond or bonds redeemed, 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 any other bonds. The notice shall specify the date and place of redemption, the redemption price and the CUSIP numbers of the bonds called for redemption. The place of redemption may be determined by the Commission. Interest on the bonds so called for redemption shall cease 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 date so named, and thereafter, such bonds shall no longer be protected by the Resolution and shall not be deemed to be outstanding thereunder, and the holders thereof shall have the right only to receive the redemption price. If this bond shall not be presented for payment or redemption on the date fixed therefor, the Commission may deposit in trust with the Paying Agent or another paying agent approved by the Commission, an amount sufficient to pay such bond or the redemption price, as the case may be, and thereafter the Registered Owner shall look only to the funds so deposited in trust for payment and the City shall have no further obligation or liability in respect thereto. This bond is subject to defeasance prior to payment or redemption as provided in the Resolution. In the Resolution, the Commission reserves the right to issue additional bonds payable from TIF Revenues in the Area and earnings thereon, all subject to the conditions set forth in the Resolution. This bond is transferable or exchangeable only upon the registration record of the Commission kept for that purpose at the office of the Registrar by the Registered Owner 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 amount, and of the same maturity, shall be executed and delivered in IL the name of the transferee or transferees or the Registered Owner, as the case may be, in exchange therefor. The City, the Commission, any registrar and any paying agent for this bond may treat In and consider the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payments due hereon. 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. A Continuing Disclosure Agreement from the Commission to each registered owner or holder of any bond, dated as of the date of initial issuance of the bonds (the "Agreement "), has been executed by the President of the Commission and attested by the Secretary of the Commission, a copy of which is available from the Commission and the terms of which are incorporated herein by this reference. The Agreement contains certain promises of the Commission to each registered owner or holder of any bond, including a promise to provide certain continuing disclosure. By its payment for and acceptance of this bond, the registered owner or holder of this bond assents to the Contract and to the exchange of such payment and acceptance for such promises. It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the execution, issuance and delivery of this bond have been done and performed in regular and due form as provided by law. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been executed by an authorized representative of the Registrar. IN WITNESS WHEREOF, the City of South Bend, Indiana has caused this bond to be executed in the name of the City, for and on behalf of the District, by the manual or facsimile signatures of the Mayor of the City, and attested by manual or facsimile signature by the City Controller of the City, and the seal of the City or a facsimile thereof to be affixed, engraved, imprinted or otherwise reproduced hereon. CITY OF SOUTH BEND, INDIANA By: (SEAL) ATTEST: City Controller Mayor It is hereby certified that this bond is one of the bonds described in the within - mentioned Resolution duly authenticated by the Registrar. as Registrar Authorized Representative Authentication Date: IL(End of Bond Form) In L r� Section 6. Book -Entry Only. The 2003 Bonds may, in compliance with all applicable laws, initially be issued and held in book -entry form on the books of the central depository system, The Depository Trust Company, its successors, or any successor central depository system appointed by the Commission from time to time (the "Clearing Agency'), without physical distribution of bonds to the purchasers. The following provisions of this Section apply in such event. One definitive 2003 Bond of each maturity shall be delivered to the Clearing Agency (or its agent) and held in its custody. The City and the Registrar and Paying Agent 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 2003 Bonds as are necessary or appropriate to accomplish or recognize such book -entry form 2003 Bonds. During any time that the 2003 Bonds remain and are held in book -entry form on the books of a Clearing Agency, (1) any such 2003 Bond may be registered upon the registration record kept by the Registrar in the name of such Clearing Agency, or any nominee thereof, including Cede & Co.; (2) the Clearing Agency in whose name such 2003 Bond is so registered shall be, and the City, the Commission and the Registrar and Paying Agent may deem and treat such Clearing Agency as, the absolute owner and holder of such 2003 Bond for all purposes of this resolution, including, without limitation, the receiving of payment of the principal of and interest on such 2003 Bond, the receiving of notice and giving of consent; (3) neither the City, the Commission nor the Registrar or 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 2003 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any 2003 Bond or any responsibility or obligation hereunder with respect to the receiving of payment of principal of or interest on any 2003 Bond, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any 2003 Bond called for partial redemption prior to receiving payment so long as the Registrar and Paying Agent and the Clearing Agency have agreed to the method for noting such partial redemption. If either the Commission receives notice from the Clearing Agency which is currently the registered owner of the 2003 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 2003 Bonds or the Commission elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2003 Bonds, then the City, the Commission and Registrar and 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 2003 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2003 Bonds and to transfer the ownership of each of the 2003 Bonds to such person or persons, including any other Clearing Agency, as the holders of the 2003 Bonds may direct in accordance with this resolution. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2003 Bonds, shall be paid by the Commission. -10- L During any time that the 2003 Bonds are held in book -entry form on the books of a Clearing Agency, the Registrar 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 owner of 2003 Bonds as of a record date selected by the Registrar. For purposes of determining whether the consent, advice, direction or demand of a registered owner of a 2003 Bond has been obtained, the Registrar shall be entitled to treat the beneficial owners of the 2003 Bonds as the bondholders and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the fashion described in this resolution. During any time that the 2003 Bonds are held in book -entry form on the books of Depository Trust Company, the provisions of its standard form of Letter of Representations, if executed in connection with the issuance of the 2003 Bonds, as amended and supplemented, or any Blanket Issuer Letter of Representations, or any successor agreement shall control on the matters set forth therein. The President is authorized to execute and deliver such a Letter of Representations. The Registrar, by accepting the duties of Registrar under this resolution, agrees that it will undertake the duties of agent set forth therein and that those duties to be undertaken by either the agent or the issuer shall be the responsibility of the Registrar. Further, during any time that the 2003 Bonds are held in book -entry form, the provisions of Section 6 of this resolution shall control over conflicting provisions in any other section of this resolution. Section 7. Sale of Bonds. The 2003 Bonds shall be sold through negotiation to the Indiana Bond Bank, or financial institution, or any qualified underwriter. In the event the 2003 Bonds are sold to the Indiana Bond Bank, such sale shall be in accordance with a Qualified Entity Purchase Agreement (the "Of Purchase Agreement') to be entered into by and among the City, the Commission and the Indiana Bond Bank, and in such event, the President of the Commission is authorized to sign the QE Purchase Agreement and the Secretary of the Commission is authorized to attest the President's signature thereon. In connection with the sale of the 2003 Bonds, the Executive and Fiscal Officer and the officers of the Commission are each authorized to take such actions and to execute and deliver such agreements and instruments as they deem advisable, and the taking of such actions and the execution and delivery of such agreements and instruments are hereby approved. After the 2003 Bonds have been properly sold and executed, the Fiscal Officer shall receive from the purchasers payment for the 2003 Bonds and shall provide for delivery of the 2003 Bonds to the Indiana Bond Bank. The Commission and the Fiscal Officer are hereby authorized and directed to obtain legal opinion as to the validity of the 2003 Bonds from Barnes & Thornburg, and to furnish such opinion to the purchasers of the 2003 Bonds. The cost of such opinion may be paid out of the proceeds of the 2003 Bonds, other monies available to the Commission or other monies available to the City. Section 8. Funds and Accounts. -11- IL(a) Use of Bond Proceeds. The proceeds received from the sale of the 2003 Bonds shall be deposited as follows: (i) any accrued interest received at the time of delivery of the 2003 Bonds will be deposited to the 2003 Bond Principal and Interest Account of the Bond Fund as defined below and applied to payments on the 2003 Bonds on the first interest payment date; (ii) any amount of proceeds from the sale of the 2003 Bonds equal to the amount described in Section 9(b) below will be deposited to the 2003 Reserve Account of the Bond Fund as defined below and applied as described below; (iii) the amount necessary, including all interest due and payable thereon, to currently refund the Refunded Bonds on the date selected for redemption of the Refunded Bonds by the Fiscal Officer shall be deposited in a fund hereby created and designated as the "South Bend Allocation Area No. I Refunding Fund" (the "Refunding Fund"); and (iv) the remainder of the proceeds received from the sale of the 2003 Bonds shall be deposited in the fund hereby created and designated as the "South Bend Allocation Area No. lA Construction Fund" (the "Construction Account"). Any balance remaining in the Construction Account after the completion of the Project which is not required to meet unpaid obligations incurred in connection therewith and on account of the issuance of the 2003 Bonds may be used to pay debt service on the 2003 Bonds or otherwise used as permitted by law. (b) Bond Fund. There is hereby created a separate fund, designated as the "South Bend Redevelopment District Bond Fund" (the "Bond Fund") to be IL applied to the payment of the principal of and interest on the 2003 Bonds, and all other bonds of the District, and to no other purpose not allowed under Indiana Code Section 36- 7- 14 -27. There are hereby created and designated as separate accounts within the Bond Fund, designated as the "2003 Bond Principal and Interest Account" and the "2003 Reserve Account." (c) Investment. The funds and accounts described herein shall be deposited with a legally qualified depository or depositories for funds of the City as provided by law, and shall be accounted for separate and apart from all other funds of the Redevelopment District and the City and may be invested in accordance with applicable provisions of Indiana law. (d) Rebate Fund. There is hereby created a separate fund designated as the "South Bend Allocation Area No. IA Rebate Fund." If, in order to maintain the exclusion of interest on the 2003 Bonds from gross income for federal income tax purposes, the Commission is required to rebate portions of investment earnings to the United States government, the Commission shall compute or cause to be computed the amount required to be so rebated. The Commission shall deposit such amount, if any, in the Rebate Fund from any sources legally available to the Commission. The Commission shall pay required rebates from the Rebate Fund. Section 9. Flow of Funds. TIF Revenues and earnings thereon shall be made available as described herein for the payment of debt service on 2003 Bonds, and shall be held in trust for the benefit of the holders of all outstanding 2003 Bonds and Additional Bonds (as that term is defined in Section 12) (together, the "Tax Increment Bonds "), subject to the subordination and -12- other provisions and priorities set forth in this resolution and shall be applied, used and p p pp , withdrawn in accordance with this Section 9 and in the following order of priority: (a) Transfers to 2003 Bond Principal and Interest Account. On January 15, 2004 and on July 15, 2004 and each January 15 and July 15 thereafter, there shall be deposited in the 2003 Bond Principal and Interest Account an amount of money from the account or fund previously established by the Commission to receive TIF Revenues (the "Allocation Fund "), to the extent of available funds in said Allocation Fund, which together with any money contained in the 2003 Bond Principal and Interest Account, is sufficient to pay the principal of and interest on Tax Increment Bonds coming due and payable on the following February 1 and August 1, as applicable. No such deposit need be made into the 2003 Bond Principal and Interest Account if the amount contained therein is sufficient to pay such amounts so coming due and payable on the following February 1 and August 1, as applicable. To the extent that the amount then contained in the 2003 Bond Principal and Interest Account and available for such purpose is less than such amounts coming due and payable on the following February 1 and August 1, as applicable, there shall be deposited on each January 15 and July 15, commencing January 15, 2004, in the 2003 Bond Principal and Interest Account an amount of money from said Allocation Fund, to the extent of available funds in said Allocation Fund, equal to the amount of such deficiency. All money in the 2003 Bond Principal and Interest Account shall be used and withdrawn solely for the purpose of paying the interest on and the principal of the Tax Increment Bonds as it shall become due and payable to the extent it is required therefor, including accrued interest on any such obligations purchased or redeemed prior to maturity. (b) 2003 Reserve Account. (i) On the date of issuance of the 2003 Bonds, there shall be deposited to the 2003 Reserve Account from the proceeds of the sale of the 2003 Bonds an amount determined by the financial advisor, if any, as of the time the 2003 Bonds are sold, to be an appropriate reserve to facilitate the marketing of the 2003 Bonds, which amount shall not exceed the lesser of (i) ten percent (10 %) of the proceeds of the 2003 Bonds, (ii) the maximum annual debt service on the 2003 Bonds, and (iii) 125% of the average annual debt service on the 2003 Bonds (the "Reserve Requirement ") within the meaning of the Section 148(d) of the Internal Revenue Code of 1986, as amended (the "Code "). On January 15, 2004, and each July 15 and January 15 thereafter, there shall be set aside in the 2003 Reserve Account from the Allocation Fund, after making any required deposit into the 2003 Bond Principal and Interest Account, any amount necessary to build or restore the balance of the 2003 -13- Reserve Account to an amount equal to the Reserve Requirement. (ii) If the Commission is advised by the financial advisor that the 2003 Reserve Account should be funded, and as an alternative to funding the Reserve Requirement from proceeds of the sale of the 2003 Bonds, the Commission has the option to fund the Reserve Requirement over a period of five (5) years as set forth below. There shall be transferred, on the last day of each calendar month, from the Allocation Fund and deposited to the 2003 Reserve Account equal amounts sufficient to accumulate the Reserve Requirement within five (5) years of the date of delivery of the 2003 Bonds, which amount shall constitute an appropriate reserve to facilitate the marketing of the 2003 Bonds, provided that such amount shall not exceed the Reserve Requirement. After this five (5) year period, the Commission shall maintain the balance in the 2003 Reserve Account in an amount equal to the Reserve Requirement. All money in the 2003 Reserve Account shall be used and withdrawn on any January 15 or July 15 solely for the purpose of making deposits into the 2003 Bond Principal and Interest Account, in the event of and to the extent of any deficiency in the 2003 Bond Principal and Interest Account with respect to the payments then due on the Tax Increment Bonds, or to make the final payments on such bonds when the 2003 Reserve Account, together with other funds available for such purpose, is sufficient to make all remaining payments thereon to final maturity. Any amount in the 2003 Reserve Account in excess of the Reserve Requirement shall be withdrawn from time to time, and at least as frequently as annually, and deposited in the 2003 Bond Principal and Interest Account. (c) The remaining amounts in the Allocation Fund (the "Excess Funds ") may be used for any purpose permitted by the Act. (d) As an alternative to holding the Reserve Requirement in the 2003 Reserve Account in cash funds, the Commission may purchase one or more surety bonds (the "Surety Bond') to meet the Reserve Requirement. In the event a draw is made against the Surety Bond, the Commission shall repay the amount of the draw and related expenses incurred by the issuer(s) of the Surety Bond (the "Insurer ") together with interest thereon at the rate specified in the Surety Bond. The repayment of the draw amount, related expenses and accrued interest (the "Policy Costs ") shall be paid from the funds that would have been set aside above to replenish the 2003 Reserve Account. Repayment of the Policy Costs shall commence in the first month following each draw, in an -14- amount equal to no le ss than one twelfth (1/12) ) of the aggregate Policy Costs related to such draw ( "Monthly Installments "). Each Monthly Installment shall be deposited by the Commission into the 2003 Reserve Account, and then payments shall be made from the 2003 Reserve Account to pay Policy Costs. The TIF Revenues and earnings thereon, other than the Excess Funds, and the other amounts held from time to time in the funds and accounts described herein, are irrevocably pledged for the purposes set forth in this Section 9, which shall constitute a first charge against and lien upon the Tax Revenues and earnings thereon. Section 10. Defeasance. If, when the 2003 Bonds or any 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 any portion thereof for redemption have been given, and the whole amount of the principal and the interest so due and payable upon all of such bonds or any portion thereof then outstanding shall be paid, or (i) cash, or (ii) direct non - callable obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, and to the extent permitted by Indiana law and by each rating agency maintaining a rating on the 2003 Bonds, Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds or other investments rated in the highest category for such obligations AWN by Standard & Poor's Corporation or Moody's Investors Service (or any combination thereof), the principal of and the interest on which when due without reinvestment will provide sufficient moneys, or (iii) any combination of the foregoing, shall be held irrevocably in trust for such purpose, and provision shall also be made for paying all fees and expenses for the payment, then and in that case the 2003 Bonds or any designated portion thereof issued hereunder shall no longer be deemed outstanding or secured by this resolution. :4 Section 11. Tax Matters. In order to preserve the exclusion of interest on the 2003 Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the 2003 Bonds, the Commission represents, covenants and agrees that: (a) No person or entity, other than the District or another state or local governmental unit, will use proceeds of the 2003 Bonds or property financed by the 2003 Bond proceeds other than as a member of the general public. No person or entity other than the District or another state or local governmental unit will own property financed by 2003 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 take -or -pay or 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. (b) No 2003 Bond proceeds will be loaned to any entity or person other than a state or local governmental unit. No 2003 Bond proceeds will be transferred, directly or indirectly, or deemed transferred to a non - governmental -15- [A person in an manner that would in substance constitute a loan f the 2 Bond p y o o e 003 o d proceeds. (c) The Commission and the City will not take any action or fail to take any action with respect to the 2003 Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the 2003 Bonds pursuant to Section 103 of the Code, and the regulations thereunder applicable to the 2003 Bonds, including, without limitation, the taking of such action as is necessary to rebate or cause to be rebated arbitrage profits on 2003 Bond proceeds or other monies treated as 2003 Bond proceeds to the federal government as provided in Section 148 of the Code, and will set aside such monies, which may be paid from investment income on funds and accounts notwithstanding anything else to the contrary herein, in trust for such purposes. (d) The City will file an information report Form 8038 -G with the Internal Revenue Service as required by Section 149 of the Code. (e) The Commission and the City will not make any investment or do any other act or thing during the period that any 2003 Bond is outstanding hereunder which would cause any 2003 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 2003 Bonds. Notwithstanding any other provisions of this resolution, the foregoing covenants and authorizations (the "Tax Sections ") which are designed to preserve the exclusion of interest on the 2003 Bonds from gross income under federal income tax law (the "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 12. Additional Bonds. The Commission reserves the right to issue additional bonds and to incur lease obligations (which for all purposes of this resolution shall be deemed to be required bond payments which mature on the date such lease - rental payment obligations are due) after the issuance of the 2003 Bonds, payable solely, or together with other funds of the Commission, out of the Tax Increment and earnings thereon, only as provided in this Section 12 (such bonds and lease obligations are herein referred to as "Additional Bonds "). Such bonds or lease obligations may be issued for the purpose of raising money for future property acquisition or redevelopment in the Area or to provide for a complete or partial refunding of 2003 Bonds or previously issued Additional Bonds. The issuance or incurrence of obligations pursuant to Additional Bonds shall be subject to the following conditions precedent: (a) All interest and principal payments with respect to all 2003 Bonds and previously issued Additional Bonds shall be current to date in accordance with the terms thereof with no payment in arrears, provided, this condition shall be satisfied if any required amount is to be provided from the proceeds of such Additional Bonds or other funds available to the Commission. -16- The Commission shall have received a certificate prepared b an independent �) P P Y P certified public accountant or an independent financial consultant with professional experience in the business of estimating the levels of and increases in assessed valuation in the State of Indiana and the expected changes in property tax rates caused by such changes (the "Certi ier'), certifying that the Tax Increment estimated to be received in each succeeding year is at least equal to 125% of the principal and interest requirements on all outstanding 2003 Bonds and Additional Bonds and the proposed issue of Additional Bonds, for each respective year during the term of such outstanding 2003 Bonds and Additional Bonds and the proposed Additional Bonds. In estimating the Tax Increment to be received in any future year, the Certifier shall base his calculation on estimates, believed by the Certifier to be reasonable, including without limitation estimates of investment earnings; provided, in estimating the Tax Increment to be received in any future year, the Certifier shall base his calculations on property actually assessed or to be assessed as of the assessment date immediately preceding the issuance of the proposed Additional Bonds; provided, however, the Certifier shall adjust such assessed values for the current and future reductions of real property tax abatements granted to property owners in the Area. (c) The principal of the proposed Additional Bonds shall be payable on the same dates as the principal of the 2003 Bonds, and the interest thereon shall be payable on February 1 and August 1, during the periods such principal and interest are payable. The Commission shall approve and confirm the findings and estimates set forth in the Adpftl kw� above - described certificate of a Certifier in any resolution authorizing the issuance of the Additional Bonds, and such certificate shall be updated by the Certifier as of the date of issuance of the Additional Bonds. 14 Section 13. Amendments. Subject to the terms and provisions contained in this section, and not otherwise, the owners of not less than fifty percent (50 %) in aggregate principal amount of the 2003 Bonds then outstanding shall have the right, from time to time, to consent to and approve the adoption by the Commission of such resolution or resolutions supplemental hereto which affects the 2003 Bonds as shall be deemed necessary or desirable by the Commission for the purpose of modifying, altering, amending, adding to or rescinding in any particular any of the terms or provisions contained in this resolution, or in any supplemental resolution; provided, however, that nothing herein contained shall permit or be construed as permitting: (a) An extension of the maturity of the principal of or interest on any 2003 Bond or an advancement of the earliest redemption date on any 2003 Bond, without the consent of the holder of each 2003 Bond so affected; or (b) A reduction in the principal amount of any 2003 Bond or the rate of interest thereon, or a change in the monetary medium in which such amounts are payable, without the consent of the holder of each 2003 Bond so affected; or (c) A preference or priority of any 2003 Bond over any other 2003 Bond, without the consent of the holders of all 2003 Bonds then outstanding; or -17- (d) A reduction in the aggregate principal amount of the 2003 Bonds required for consent to such supplemental resolution, without the consent of the holders of all 2003 Bonds then outstanding. If the Commission shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the addresses appearing on the Registration Record. 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 such 2003 Bonds. The Registrar shall not, however, be subject to any liability to any owners of the 2003 Bonds by reason of its failure to mail such notice, and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as herein provided. Whenever at any time within one year after the date of the mailing of such notice, the Commission shall receive any instrument or instruments purporting to be executed by the owners of the 2003 Bonds of not less than fifty percent (50 %) in aggregate principal amount of the 2003 Bonds then outstanding, 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 2003 Bonds, whether or not such owners shall have consented thereto. No owner of any 2003 Bond shall have any right to object to the adoption of such supplemental resolution or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Commission or its officers from adopting the same, or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this section, this resolution shall be, and shall be deemed, modified and amended in accordance therewith, and the respective rights, duties and obligations under this resolution of the Commission and the City and all owners of 2003 Bonds then outstanding, shall thereafter be determined exercised and enforced in accordance with this resolution, subject in all respects to such modifications and amendments. Notwithstanding anything contained in the foregoing provisions of this resolution, the rights and obligations of the Commission and the City and of the owners of the 2003 Bonds, and the terms and provisions this resolution, or any supplemental resolution, may be modified or altered in any respect with the consent of the Commission and the consent of the owners of all the 2003 Bonds then outstanding. Without notice to or consent of the owners of the 2003 Bonds, the Commission may, from time to time and at any time, adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolutions shall thereafter form a part hereof), (a) To cure any ambiguity or formal defect or omission in this resolution or in any supplemental resolution; or b () To grant to or confer upon the owners of the 2003 Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the 2003 Bonds; or (c) To procure a rating on the 2003 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 2003 Bonds; or (d) To obtain or maintain bond insurance with respect to the 2003 Bonds; or (e) To provide for the refunding of the 2003 Bonds; or (f) To make any other change which is not to the prejudice of the owners of the 2003 Bonds. Section 14. Approval of Official Statement and Continuing Disclosure Undertaking. The Fiscal Officer is hereby authorized to deem final an official statement with respect to the 2003 Bonds, as of its date, in accordance with the provisions of Rule 15c2 -12 of the United States Securities and Exchange Commission, as amended (the "SEC Rule "), subject to completion as permitted by the SEC Rule, and the Commission further authorizes the distribution of the deemed final official statement, and the execution, delivery and distribution of such document as further modified and amended with the approval of the Fiscal Officer in the form of a final official statement. In order to assist any underwriter of the 2003 Bonds in complying with paragraph (b)(5) of the SEC Rule by undertaking to make available appropriate disclosure about the Commission and the City and the 2003 Bonds to participants in the municipal securities market, the Commission hereby covenants, agrees and undertakes, in accordance with the SEC Rule, unless excluded from the applicability of the SEC Rule or otherwise exempted from the provisions of paragraph (b)(5) of the SEC Rule, that it will comply with and carry out all of the provisions of the continuing disclosure contract. "Continuing disclosure contract" shall mean that certain continuing disclosure contract executed by the Commission and dated the date of issuance of the 2003 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. The execution and delivery by the Commission of the continuing disclosure contract, and the performance by the Commission of its obligations thereunder by or through any employee or agent of the Commission or the City, are hereby approved, and the Commission shall comply with and carry out the terms thereof. Section 15. No Conflict. All resolutions and orders or parts thereof in conflict with the provisions of this resolution are to the extent of such conflict hereby repealed. After the issuance of the 2003 Bonds and so long as any of the 2003 Bonds or interest thereon remains unpaid, except as expressly provided herein, this resolution shall not be repealed or amended in any respect which will adversely affect the rights of the holders of the 2003 Bonds, nor shall the Commission adopt any law or resolution which in any way adversely affects the rights of such holders. -19- Section 16. Severability. 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 resolution. Section 17. Non - Business DMs. If the date of 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 jurisdiction in which the Registrar, Paying Agent or Trustee 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. Interpretation. Unless the context clearly requires otherwise, references herein to statutes or other laws include the same as modified, supplemented or superseded from time to time. Section 19. Effectiveness. This resolution shall be in full force and effect after its passage. Section 20. Other Actions. The Commission, the Mayor and Fiscal Officer be, and each hereby is, authorized, for and on behalf of the Commission, to execute and attest and seal all such documents, instruments, certificates, closing papers and other papers and to do all such acts or things as may be necessary or desirable to issue and sell the 2003 Bonds, complete the Project and carry out the intent of this Resolution. The Commission is further directed to certify a copy of this Resolution to the Fiscal Officer. ADOPTED this 17 day of October, 2003. ATTEST: Marcia I. Jixies, Vice President 14 SOUTH BEND REDEVELOPMENT COMMISSION By: President, Robert W. Hunt -20- 6A G :4 EXHIBIT A Project The Project shall consist of all or any portion of the following: (1) the acquisition, construction, renovation, equipping and/or demolition of various parking garage and/or surface parking facilities; (2) property acquisition, demolition and/or relocation; (3) various streetscape improvements; (4) acquisition, construction and equipping of a new facility to house the collection kept by the Studebaker National Museum; (5) various public right of way improvements; (6) various other redevelopment projects; and (7) all engineering, architectural, appraisal, title, survey, professional study, or other professional service expenses in connection with any of the foregoing.