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Home My WebLink AboutNo. 1694 approving a modification to and reducing the annual rentals on lease for downtown property acquisition project and approving the execution of an addendum to the leaseA RESOLUTION NO. 1694 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING A MODIFICATION TO AND REDUCING THE ANNUAL RENTALS ON THE LEASE FOR THE DOWNTOWN PROPERTY ACQUISITION PROJECT AND APPROVING THE EXECUTION OF AN ADDENDUM TO THE LEASE WHEREAS, the South Bend Redevelopment Authority (the "Authority ") at a meeting on March 1, 1999, adopted Resolution No. 132, authorizing the issuance of the "South Bend Redevelopment Authority Lease Rental Revenue Note (Downtown Property Acquisition Project)" (the "Note ") through the Department of Housing and Urban Development's Section 108 Loan Guaranty Program in an aggregate amount of One Million Eight Hundred Thousand and 00 /100 Dollars ($1,800,000) to finance the acquisition of certain property and the demolition of improvements located thereon (the "Project "); and WHEREAS, the Authority previously entered into a Lease between the Authority and the South Bend Redevelopment Commission (the "Commission ") dated as of March 1, 1999, pursuant to which the Authority will lease the Project to the Commission; and WHEREAS, Section Three of the Lease provides that the annual rental shall be reduced following the sale of the Note by HUD to an amount equal to the sum of principal and interest on the Note due in any year; and WHEREAS, the Commission desires to approve and execute an addendum to the Lease (the "Addendum "), a copy of which is hereby attached as Exhibit A, reflecting such lower annual Lease payments for the Project and making certain other amendments to the Lease; ::ODMA\PCDOCS \SBDOCS 1 138670\ 1 NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION, AS FOLLOWS: 1. The Lease shall be amended to reduce the annual rental payments as set forth in Exhibit A attached hereto. The Commission hereby approves all other amendments to th(t.Lease set forth in Exhibit A attached hereto. 2. All remaining terms, covenants and conditions as set forth in the Lease shall remain in full force and effect. 3. The President and Secretary of the Commission are hereby authorized and directed to execute and attest, respectively, the Addendum. ce 4. This resolution shall be in full force and effect after its adoption by the Commission. ADOPTED at a meeting of the South Bend Redevelopment Commission held on June' , 1999, at 1308 County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. 11 SOU REDE B G� J VELOPMENT COMMISSION Y• Robert W. Hunt, President ::0DMA\PCD0CS \SBD0CS1\38670U - 2 - C9 Addendum to Lease Between the South Bend Redevelopment Authority, as Lessor, and the South Bend Redevelopment Commission, as Lessee (Downtown Property Acquisition Project) THIS ADDENDUM, made and entered into as of this ay of June, 1999, by and between the South Bend Redevelopment Authority, a body corporate and politic organized and existing under Indiana Code 36 -7 -14.5 (hereinafter with its successors and assigns referred to as the "Authority "), and the South Bend Redevelopment Commission, the governing body of the South Bend Department of Redevelopment and the Redevelopment District of South Bend, Indiana (hereinafter called the "Lessee "), WITNESSETH: In consideration of the mutual covenants herein contained, it is agreed that the lease (Downtown Property Acquisition Project) previously entered into between said parties as of the first day of March, 1999 (the "Lease "), shall be amended as follows: 1. Section 3 of the Lease is amended to read as follows: Section 3. Rental Pants. During the term of this Lease, the Lessee agrees to pay rental for the Studebaker Lot Portion of the Project at the annual rate not to exceed One Hundred Four Thousand Five Hundred and eighty Dollars ($104,5 80.00) per year in equal semi - annual installments with increases in such annual rate as provided hereinbelow, or such lesser amount as may be permitted pursuant to the terms of that certain escrow agreement (the "Escrow Agreement ") by and between Lessor and Norwest Bank N.A., as escrow agent, (the "Escrow Agent ") as a result of funds remaining on deposit in said account. The first semi - annual rental installment for the Studebaker Lot Portion shall be due on the day that the Studebaker Lot Portion is acquired by the Authority and :ODMA \PCDOCS \SBDOCSI \3868? \1 ■ •EXHIBIT A is complete and ready for use, or July 25, 1999, whichever is later. Thereafter such rental for the Studebaker Lot Portion shall be payable in advance in equal installments on January 25 and July 25 of each year until such rental is increased as provided hereinbelow. On the date the Main and Jefferson Portion is complete and ready for use or July 25, 2003, whichever is later, the rental for the Project shall increase to a rate payable at such time and in such amount as set out at Exhibit C, or such lesser amount as may be permitted pursuant to the terms of the Escrow Agreement as a result of funds remaining on deposit in said account. If completion of the Main and Jefferson Portion is later than July 25, 2003, the first increased rental installment following such completion of the Main and Jefferson Portion shall be in an amount which provides for rental at the actual annual rate prorated from the date of completion of the Main and Jefferson Portion until the first January 25 or July 25 following such date of completion. Thereafter, such rental for the Project shall be payable in advance in equal semi - annual installments on January 25 and July 25 of each year. The last semiannual rental installment due before the expiration of this Lease shall be adjusted to provide for rental at the rate for the Project set forth at Exhibit C for the applicable semiannual period, prorated from the date such installment is due to the date of the expiration of this Lease. Such rental shall be paid by the Commission pursuant to the Pledge Resolution. All rentals payable under the terms of this Lease shall be paid to Chase Manhattan Bank as fiscal agent for the Secretary of Housing and Urban Development, or any successor fiscal agent, or, during the period the Escrow Agreement remains effective, to the Escrow Agent. All payments so made shall be considered as payments to the Authority of the rentals payable hereunder. During the period the Escrow Agreement is effective, the Lessee shall receive a credit for interest earned on rental payments made on each January 25 during the term of this Lease, which ODMA\PCDOCS\SBDOCS 1 \3 8682\ 1 - 2 - 11 interest shall be applied by the Escrow Agent to the rental payments due on July 25, thereby permitting a reduction of the rental payments due on each July 25 during the term of this Lease, all pursuant to the terms set forth in the Escrow Agreement. 2. Section 12 of the Lease is amended to read as follows: Section 12. Option to Purchase. The Authority hereby grants Lessee the right and option to purchase the Project (i) on any date if the Notes are not then currently redeemable or (ii) if the Notes are currently redeemable, on such date as may be required pursuant to the terms of the Notes to currently redeem the Notes and upon written notice to the Authority sufficient to provide for redemption of the Notes. The price at which the Lessee may exercise said option shall equal the amount required to enable the Authority to provide for the redemption of all outstanding Notes on the earliest possible date, all premiums payable on the redemption thereof, if any, and accrued and unpaid interest, and to pay the cost of redeeming the Notes and liquidating the Authority if it is to be liquidated. Upon request of the Lessee, the Authority agrees to furnish an itemized statement setting forth the amounts required to be paid by the Lessee on the next rental payment date in order to purchase the Project in accordance with the preceding paragraph. If the Lessee exercises its option to purchase, the Lessee shall pay to the Trustee that portion of the purchase price which is required to provide for the payment of all the Notes, including all premiums payable on the redemption thereof, accrued and unpaid interest thereon and the costs of redemption thereof. Such payment shall not be made until the Trustee gives to the Lessee a written statement that such amount will be sufficient to retire all Notes including all premiums payable on the redemption thereof and accrued and unpaid interest. ::ODMA \PCDOCS \SBDOCSI \38682 \1 -3 - The remainder of such purchase price, if any, shall be paid by the Lessee to the Authority. Nothing herein contained shall be construed to provide that the Lessee shall be under any obligation to purchase the Project, or under any obligation in respect to any creditors or bondholders of the Authority. Lessee may assign its option to purchase to a sublessee, which may exercise the option in accordance with the provisions of this Section 12. If the Lessee, or sublessee, as applicable, has not exercised its option to purchase the Project at the expiration of the term of the Lease and upon the full discharge and performance by the Lessee of its obligations under this Lease, the Authority shall execute a deed of the Project to the Lessee or its designee conveying good and merchantable title thereto, subject only to Permitted Encumbrances. 3. The Lease is amended to include the following as Exhibit C: Exhibit C LEASE PAYMENT SCHEDULE DOWNTOWN PROPERTY ACQUISITION PROJECT Semi - Annual Total Annual Payment Rental Rental Date Payment Payment 7/25/99 27,016.50 27,01 6.50 1/25/00 52,290.00 7/25/00 52,290.00 104,580.00 1/25/01 52,290.00 7/25/01 52,290.00 104,580.00 1/25/02 521290.00 7/25/02 52,290.00 104,580.00 1/25/03 152,290.00 7/25/03 152,290.00 304,580.00 1/25/04 146,790.00 ODMATCDOCS\SBDOCSI\38682 \1 - 4 - 4. The parties hereto acknowledge that all remaining terms, covenants and conditions as set AdK forth in the Lease between the parties hereto and executed as of the first day of March, 1999, shall Ln remain in full force and effect. :ODMA\PCDOCS \SBDOCSI \38682 \1 -5 7/25/04 146,790.00 293,580.00 1/25/05 141,210.00 7/25/05 141,210.00 282,420.00 1/25/06 135,540.00 7/25/06 135,540.00 271,080.00 1/25/07 129,790.00 7/25/07 129,790.00 259,580.00 1/25/08 124,010.00 7/25/08 124,010.00 248,020.00 1/25/09 118,180.00 7/25/09 118,180.00 236,360.00 1/25/10 112,220.00 7/25/10 112,220.00 224,440.00 1/25/11 106,160.00 7/25/11 106,160.00 212,320.00 4. The parties hereto acknowledge that all remaining terms, covenants and conditions as set AdK forth in the Lease between the parties hereto and executed as of the first day of March, 1999, shall Ln remain in full force and effect. :ODMA\PCDOCS \SBDOCSI \38682 \1 -5 LM IN WITNESS WHEREOF, the parties hereto have caused this Addendum to Lease to be executed for and on their behalf on the day and year first hereinabove written. SOUTH BEND REDEVELOPMENT AUTHORITY By: 11"W� 0 Carolyn Pfotenhau , Presid t Attest: &"Ivarez, Secretary SOUTH BE DEVELOPMENT COMMISSION By: Robert W. Hunt, President Attest: ,1 ffAl'a S. Sch Secretary ::ODMA\PCDOCS\SBDOCS 1 \38682\ 1 -6- STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Carolyn Pfotenhauer and Jose Alvarez, personally known by me to be the President and Secretary, respectively, of the South Bend Redevelopment Authority, and acknowledged the execution of the foregoing Lease for and on behalf of said Authority. WITNESS my hand and Notarial Seal this Llay of 1999. My Commission Expires: �-- . jt "Ve = Notary Public Residing in � ` County, Indiana STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Robert W. Hunt and Eugenia S. Schwartz, personally known by me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission, and acknowledged the execution of the foregoing Lease for and on behalf of said Commission. WITNESS my hand and Notarial Seal thi:A ay of [00e- , 1999. My Commission Expires: it 1- a 5 " "k , Notary Public VANGELEAN URBh:„_,.. Residi g in County, Indiana NOTARY PUBLIC STATE OF INDIANA Sr. JOSEPH COUNTY MY COMMISSION EXP. JAN. 25,2008 11 This instrument was prepared by Anne E. Bruneel, BAKER & DANIELS, 250 First Bank Building, 205 W. Jefferson, South Bend, Indiana 46601. ::ODMA\PCDOCS\SBDOCS 1 \38682\ 1 —7- Ll ESCROW AGREEMENT Between SOUTH BEND REDEVELOPMENT AUTHORITY and NORWEST BANK INDIANA, N.A. Fort Wayne, Indiana, as Escrow Trustee Dated as of July 1, 1999 ESCROW AGREEMENT This Escrow Agreement, is dated as of May 1, 1999, by and between the South Bend Redevelopment Authority (the "Authority "), and Norwest Bank Indiana, N.A., Fort Wayne, Indiana, a national banking association organized under the laws of the United States of America, as escrow trustee (the "Escrow Trustee "). RECITALS Section 1. The Authority adopted Resolution No. 132 on March 1, 1999, wherein it authorized the issuance of the South Bend Redevelopment Authority Lease Rental Revenue Note JWAI (Downtown Property Acquisition Project) in the principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000) (the "Note ") through the Department of Housing and Urban Development's Section 108 Loan Guarantee Program and approved a form of Lease between the South Bend Redevelopment Commission (the "Commission) and the Authority for certain land and improvements to be acquired with the proceeds thereof. Section 2. Pursuant to Resolution No. 1671 adopted by the Commission on February 19,1999, Resolution 1673 adopted by the Commission on March 19,1999 and Resolution No. 1674 adopted by the Commission on March 1999, 1999 (collectively, the "Lease Resolution "), the Commission approved and authorized the execution of the Lease and established certain funds and accounts and pledged certain revenues toward the payment of Lease rentals. Section 3. The Lease and the Lease Resolution provide that the Lease rentals will be delivered to the Fiscal Agent, as hereinafter defined, or, alternatively, to an escrow agent and -2- ::ODMA \PCDOCS \SBDOCS 1 \3735I\ I applied by the escrow agent in accordance with the terms of an escrow agreement to be entered into by the Authority and any such escrow agent. AGREEMENT NOW, THEREFORE, in consideration of the premises set forth in the Recitals above and the mutual covenants and agreements herein contained, the Authority and the Escrow Trustee agree as follows: Section 1. Definitions. In addition to the terms heretofore or hereinafter defined, the following terms mean: (a) "Agreement" means this Escrow Agreement. (b) "Downtown Property Acquisition Project Principal and Interest Account" means the account established by the Commission within the Redevelopment District Bond Fund, as hereinafter defined, created by the Commission in order to receive certain revenues which have been designated for payment of Lease rentals. (c) "Escrow Fund" means the fund established and held by the Escrow Trustee pursuant to this Agreement, in which the Commission shall deposit Lease rentals for payment of the Note. (d) "Fiscal Agent" means Chase Manhattan Bank, formerly known as Chemical 0 Bank, as trustee under that certain Trust Agreement, dated January 1, 1995, by and between Chemical Bank (now known as Chase Manhattan Bank), as trustee, and the Secretary of Housing and Urban Development, and supplements or amendments thereto, or such successor trustee as may be appointed pursuant to the terms thereof. -3- ::ODMA\PCDOCS \SB DOCS 1\3735 1\ 1 (e) Governmental Obligations" means investments in: (i) direct obligations of, or obligations the principal and interest on which are unconditionally guaranteed by, the United States of America; or (ii) time certificates of deposit fully secured as to both principal and interest by obligations of the kind described in (i) above of a bank or banks, which obligations mature or are subject to the redemption by the holder thereof at the option of such holder not later than the respective dates when the Lease Rental, as hereinafter defined, together with interest accruing thereon, will be required for payment of the Note. (f) "Redevelopment District Bond Fund" means the fund authorized by I. C. 36 -7- 14 -25.1 for the payment of principal of and interest on any and all bonds issued and payable from the Redevelopment District and for the payment of any fiscal agency charges in connection with such payments. Section 2. Appointment and Acceptance of Escrow Trustee. The Authority hereby appointments and the Escrow Trustee hereby accepts appointment as Escrow Trustee. The Escrow Trustee hereby agrees to perform the duties set forth herein with respect to the receipt of Lease rentals, the investment of the same as provided herein, and the payment of principal and interest on the Note to the Fiscal Agent. The Escrow Trustee further represents that it has all requisite power, and has taken all corporate actions necessary, to execute and deliver this Agreement and to perform its duties hereunder. Section 3. Creation of Escrow Fund and Deposit of Funds for Payment of the Note. (a) There is hereby created and established with the Escrow Trustee a trust fund designated the "South Bend Section 108 Loan Escrow Fund" (the "Escrow Fund "). The Escrow -4- ::ODMA \PCDOCS \SBDOCS 1\37351 \1 Fund will contain the Lease rentals as they are paid by the Commission which Lease Rentals, together with interest earnings thereon, will be sufficient to pay when due the principal of and interest on the Note. (b) The Commission will deposit, or cause to be deposited, the Lease rentals in accordance with the schedule set out in Exhibit A, which amounts will be sufficient, together with interest earnings in the Escrow Fund, as further described below, to make the principal and interest payment on the Note in accordance with the schedule set out in Exhibit B. Section 4. Use and Investment of Funds. (a) The Escrow Trustee agrees: (i) To hold the funds described in Section 3(b) in escrow in the Escrow Fund during the term of this Agreement; and (ii) To apply immediately any deposits to the purchase of the Governmental Obligations; and (iii) To deposit in the Escrow Fund, as received, all payments of principal of and interest on the Governmental Obligations. (iv) To provide written notice to the Commission of the balance in the Escrow Fund and an estimate of earnings on such balance through July 25`h no later than July 15` of each year. Ark (v) To pay the principal and interest on the Note to the Fiscal Agent at such time and in such amount as set out at Exhibit B. Said payments shall be by wire transfer in accordance with the instructions set out at Exhibit C. -5- ::ODMA\PCDOCS \SBDOCS i \37351 \ 1 (b) The Escrow Trustee is authorized to sell any securities so acquired from time to time in order to make the payments authorized in this Agreement. Investment of the Escrow Fund shall mature prior to the time the funds invested will be needed for payment of principal of and interest on the Note. Section 5. Use of Escrow Funds. Each year on February 1, Escrow Trustee shall make an interest payment on the Note as provided hereinabove from the January 25 lease rental. Any amounts remaining in the Escrow Fund remaining after said payment (the "Remaining Funds ") shall be invested by Escrow Trustee as provided hereinabove. Each year on July 1, Escrow Trustee shall provide notice to the Commission of the anticipated interest earnings on the balance of the Escrow Fund through July 25. The Commission shall receive a credit for such amount by pro -rata reduction in the rental payment due under the Lease on July 25 of that year. Each year on August 1, Escrow Trustee shall make a principal and interest payment on the Note as provided hereinabove, which payment shall be equal to the sum of the Remaining Funds plus the July 25 lease rental payment, less the credit for interest earned on the Remaining Funds. Section 6. Application of Escrow Fund After Payment of Note. After payment of the principal of and interest on the Note, all remaining moneys in the Escrow Fund together with any increment thereto and interest earned thereon, shall be transferred promptly by the Escrow Trustee to the Commission for deposit into the Bond Fund. Section 7. Indemnification of Escrow Trustee. The Authority hereby agrees to indemnify the Escrow Trustee and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, by reason of its acting as Escrow Trustee under this Agreement, except in the case of the negligence or willful misconduct of the Escrow Trustee, its 5-2 ::ODMA\PCDOCS \SB DOCS 1 \37351 \ 1 employees or its agents; and in connection therewith, the Authority hereby agrees to indemnify the Escrow Trustee against any and all reasonable expenses, including reasonable attorney's fees and the cost of defending any action, suit or proceeding or resisting any claim, including appellate proceedings. Section 8. Resignation of Escrow Trustee. The Escrow Trustee may resign, and thereby become discharged from the duties and obligations hereby created, by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and delivering the same by registered or certified mail to the Authority not less than twenty (20) days before the date specified in such instrument when such resignation shall take effect. Such resignation shall not take effect until the appointment of a successor Escrow Trustee in accordance with Section 9 hereof and acceptance of such appointment by the successor Escrow Trustee. Section 9. Removal of Escrow Trustee. (a) The Escrow Trustee may be removed at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Trustee, but in no event shall the removal be effective prior to the appointment of a successor Escrow Trustee in accordance with Section 9 hereof and acceptance of such appointment by the successor Escrow Trustee. (b) The Escrow Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Trustee by any court of competent jurisdiction upon the application of the Authority. -7- ::ODMA\PCDOCS\SBDOCS 1\37351 \1 Section 10. Successor Escrow Trustee. (a) If at any time hereafter the Escrow Trustee shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, a successor Escrow Trustee may be appointed by the Authority. (b) In the case a vacancy arises in the position of Escrow Trustee, the Authority may appoint a temporary Escrow Trustee to fill such vacancy until a successor Escrow Trustee shall be appointed as provided in Section 9(a), and any such temporary Escrow Trustee shall immediately and without further action be superseded by the Escrow Trustee so appointed. In the event no Csuccessor Escrow Trustee is appointed within ninety (90) days after appointment of a temporary Escrow Trustee by the Commission in accordance with Section 9(a), such temporary Escrow Trustee shall become the successor Escrow Trustee. (c) Every such Escrow Trustee appointed pursuant to the provisions of this Section 9 shall be a corporation with trust powers organized and in good standing under the banking laws of the United States or the State of Indiana, and shall have at the time of appointment capital and surplus of not less than $5,000,000 or be a member of the bank group or bank holding company with aggregate capital and surplus of not less than $5,000,000. (d) Every successor Escrow Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Authority an instrument in writing accepting such appointment hereunder; and thereupon such successor Escrow Trustee, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, immunities, powers, trusts, duties and obligations of such predecessor; and every predecessor Escrow Trustee -8- ::ODMA\PCDOCS \SBDOCS 1\37351\ 1 shall, nevertheless, on the written request of such successor Escrow Trustee or the Authority, execute and deliver an instrument transferring to such successor Escrow Trustee all the estates, properties, rights, immunities, powers, trusts, duties and obligations of such predecessor hereunder; and every predecessor Escrow Trustee shall deliver all securities and moneys held by it as Escrow Trustee hereunder to such successor. Should any transfer, assignment or instrument in writing from the Authority be required by any successor Escrow Trustee for more fully and certainly vesting in such successor Escrow Trustee the estates, properties, rights, immunities, powers, trusts, duties and obligations hereby vested or intended to be vested in the predecessor Escrow Trustee, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. (e) Any corporation into which the Escrow Trustee, or any successor to it in the trusts, duties and obligations created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Trustee or any successor to it shall be a party shall, if approved in writing by the Authority (which approval shall not be unreasonably withheld), be the successor Escrow Trustee under this Agreement and vested with all of the title to the Trust Estate and all the estates, properties, rights, immunities, powers, trusts, duties and obligations of its predecessor without the execution or filing of any paper or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 11. Payments to Escrow Trustee. The Escrow Trustee shall be entitled to payment and reimbursement for fees and for its services rendered hereunder and all advances, .' 0 ''� ::ODMA\PCDOCS \SBDOCS 1\37351 \1 counsel fees, and other expenses made or incurred by the Escrow Trustee in connection with such services. The Escrow Trustee shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or investments in the Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Trustee under this Agreement. Section 12. Escrow Trustee to Act as Trustee. The moneys held by the Escrow Trustee in the Escrow Fund under this Agreement are to be held by it as a trustee for the sole and exclusive benefit of the Authority and are to be used by the Escrow Trustee only as set forth in this Agreement. Section 13. Unclaimed Moneys. Upon termination hereof in accordance with Section 12 hereof, any moneys then held by the Escrow Trustee under the terms hereof shall be transferred and applied in accordance with Section 7 hereof. Section 14. Term. This Agreement shall commence upon its execution and delivery and shall terminate when the Note has been paid and discharged and all duties and obligations of the Escrow Trustee pursuant to this Agreement have been fulfilled and satisfied, and any remaining moneys, together with any increment thereto and interest earned thereon in the Escrow Fund have been transferred by the Escrow Trustee to the Bond Fund in accordance with Section 5 hereof. Section 15. Agreement Binding. All the covenants, promises and agreements in this Agreement contained by or on behalf of the Authority or by or on behalf of the Escrow Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. -10- ::ODMA\PCDOCS\SBDOCS 1\3735 I \ I Section 16. Amendment. This Agreement is made for the benefit of the Authority and it shall not be repealed, revoked, altered or amended without the written consent of the Authority. Section 17. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Authority or the Escrow Trustee to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable therefrom and shall in no way affect the validity of the remaining provisions of this Agreement. Section 18. Counterparts Headings. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. The paragraph headings used in this instrument are for convenience of reference only. Section 19. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana and the Escrow Trustee hereby consents to the jurisdiction of the courts of the State of Indiana. -11- :ODMA\PCDOCS \SBDOCS 1\37351 \1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. (SEAL) ATTEST: J e Alvarez, Secret STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) SOUTH BEND REDEVELOPMENT AUTHORITY By I - Carolyn Pfotenhau , Pre e t Bef re me, the undersigned, a Notary Public in and for said County and State, this day of LAd , 1999, personally appeared Carolyn Pfotenhauer and Jose Alvarez, personally known to a to be the President and Secretary, respectively, of the South Bend Redevelopment Authority, and acknowledged the execution of the foregoing Agreement for and on behalf of said Authority. WITNESS my hand and notarial seal. (Written Signature)( (SEAL) Notary Public (Printed Signature) My commission expires My county of residence is ::ODMA\PCDOCS \SBDOCS 1\3735 1\ 1 -12- NOTARY P ?1 t';uc S 'ATF OF INDIANA P, jCi r i'F i C(_1i "'qry 'My COMMI:51 N LXP. FEB. 1,2008 NORWEST BANK INDIANA, N.A. LBy:_ YUM,4�- Zaz- (SEAL) (,Written nature) M"gkl ,q� L.� T 6 F E L AI (Printed Si nature) ICJ. j-I Ui C_ Pr `�L(f4i'�� (Title) Im ATTEST: VV f w (Written S' nature) , e fit) 9-m p 4 5 41r e44 (Pn/fted §ignature) 1-r 0 -)+ Q's 5 t Vff'V1j'f' (Title) STATE OF INDIANA ) SS: COUNTY OF ALLEN ) Before me, the undersigned, a Notary Public in and for said County and State, this day of , 1999, personally appeared /Y> r nn and J (' red E.- ; %f ; Anz>c r, respectively, of Norwest Bank Indiana, N.A.,, and acknowledged the execution of the foregoing Agreement for and on behalf of said Bank. (SEAL) WITNESS my hand and notarial seal. (Written Signature) Notary Public (Printed Signature) My commission expires --- --- -------` ITAM L SMITH, Notary Public V Allen County, State of Indiana ` My county of residence is ,My Commission Expires April 14, 2001 This instrument prepared by Anne E. Bruneel, BAKER & DANIELS, 205 West Jefferson Boulevard, Suite 250, South Bend, Indiana 46601. ::ODMATCDOCS\SBDOCS 1\37351 \1 -13- Exhibit A LEASE PAYMENT SCHEDULE DOWNTOWN PROPERTY ACQUISITION PROJECT Semi - Annual Total Annual Payment Rental Rental Date Payment Payment 7/25/99 27,016.50 27,016.50 1/25/00 52,290.00 7/25/00 52,290.00 104,580.00 1/25/01 52,290.00 7/25/01 52,290.00 104,580.00 1/25/02 52,290.00 7/25/02 52,290.00 104,580.00 APK 1/25/03 152,290.00 7/25/03 152,290.00 304,580.00 1/25/04 146,790.00 7/25/04 146,790.00 293,580.00 1/25/05 141,210.00 7/25/05 141,210.00 282,420.00 1/25/06 135,540.00 7/25/06 135,540.00 271,080.00 1/25/07 129,790.00 7/25/07 129,790.00 259,580.00 1/25/08 124,010.00 7/25/08 124,010.00 248,020.00 1/25/09 118,180.00 7/25/09 118,180.00 236,360.00 1/25/10 112,220.00 01 7/25/10 112,220.00 224,440.00 1/25/11 106,160.00 7/25/11 106,160.00 212,320.00 DATE4 05/27/1999 PAGE; 1 HUD 108 CONSOLMATED AMORTIZATION SCHEDULE FOR SERXES; 1999 -A BORROWER: SOUTH BEND, IN NOTE NUMBER: B- 98- MC- 18- 0011 NOTE DATE: 04/28/1999 PAYMENT DATE INTEREST DUE PRINCIPAL DUE TOTAL P & I UNPAID PRINCIPAL 08/01/1999 27,016.50 0.00 27,016.50 1,800,000.00 02/01/2000 52,290.00 0.00 52,290.00 1,800,000.00 08/01 /2000 52,290.00 0.00 52,290.00 1,800,000.00 02/01/2001 52,290.00 0.00 52,290.00 11800,000.00 08/01/2001 52,290.00 0.00 52,290.00 11800,000.00 02/01/2002 52,290.00 0.00 52,290.00 1,800,000.00 08/01/2002 52,290.00 0.00 52,290.00 11800,000.00 02/01/2003 52,290.00 0.00 52,290.00 1,800,000.00 08/01/2003 52,290.00 200,000.00 252,290.00 11600,000.00 02/01/2004 46,790,00 0.00 46,790.00 1,600,000.00 08/01/2004 46,790.00 200,000.00 246,790.00 1,400,000.00 02/01/2005 41,210.00 0.00 41,210.00 1,400,000.00 08/01/2005 41,210.00 200,000.00 241,210.00 1,200,000,00 /01/2006 35,540.00 0.00 35,540.00 1,200,000.00 /01/2006 35,540.00 200,000.00 235,540.00 1,000,000.00 2/01/2007 29,790.00 0.00 29,790.00 1,000,000.00 08/01/2007 29,790.00 200,000.00 229,790.00 800,000.00 02/01/2008 24,010.00 0.00 24,010.00 800,000.00 06/01/2008 24,0 0.00 200,000.00 224,010.00 600,000.00 02/01/2009 18,180.00 0.00 18,180.00 600,000.00 08/01/2009 18,180.00 200,000.00 218,180.00 400,000.00 02/01/2010 12,220.00 0.00 12,220.00 400,000.00 08/01/2010 12,220.00 200,000.00 212,220.00 200,000.00 02/01/2011 6,160.00 0.00 6,160.00 200,000.00 08/01/2011 6,160.00 200,000.00 206,160.00 0.00 TOTAL: 25 873,136.50 1,800,000.00 2,673,136.50 Note: Pursuant to the terms of the Note, payment must be received by Fiscal Agent seven (7) days prior to the Payment Date. Ln Wire payments to: Indicate Note Number and Series: Exhibit C Chase Manhattan Bank ABA # 021000021 F /C/T HUD 108 Collections Account # 501- 037217 Attn: Paul Savitsky Note Number - B- 98 -MC -18 -0011 Series Number - 1999A