HomeMy WebLinkAboutNo. 1571 approving a modification to the lease for Palais Royale/Morris Civic Center Project and approving the execution of an addendum to the leaseRESOLUTION NO. 1571
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
COMMISSION APPROVING A MODIFICATION TO THE LEASE FOR
PALAIS ROYALE/MORRIS CIVIC CENTER PROJECT AND
APPROVING THE EXECUTION OF AN ADDENDUM TO THE LEASE
WHEREAS, the South Bend Redevelopment Authority (the "Authority ") previously
entered into a Lease between the Authority and the South Bend Redevelopment Commission (the
"Commission ") dated as of March 1, 1992, as amended by an Addendum to Lease dated as of August
7, 1992 (collectively, the "Original Lease "), whereby the Authority currently leases certain land and
a building located thereon commonly known as Palais Royale to the Commission; and
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WHEREAS, the Authority and the Commission amended and restated the Original
Lease by entering into and adopting an Amended and Restated Lease, dated as of May 1, 1997 (the
"Amended and Restated Lease ") the purpose of which is to provide for the acquisition, construction,
renovation and equipping of the Morris Performing Arts Center which includes improvements to
certain portions of the Palais Royale and acquisition of and improvements to the adjacent facility
known as Morris Civic Center; and
WHEREAS, the Commission desires to approve and execute an addendum to the
Amended and Restated Lease (the "Addendum "), a copy of which is hereby attached as Exhibit A,
making certain amendments to the Amended and Restated Lease which amendments do not affect
the maximum lease rental amount payable under the Amended and Restated Lease or the maximum
term of the Amended and Restated Lease;
NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment
Commission, as follows:
1. The Commission hereby approves the Addendum set forth in Exhibit
attached hereto.
2. All remaining terms, covenants and conditions as set forth in the Amended
and Restated Lease shall remain in full force and effect.
3. The President or Vice - President and Secretary of the Commission are hereby
authorized and directed to execute and attest, respectively, the Addendum.
Commission.
4. This resolution shall be in full force and effect after its adoption by the
ADOPTED at a meeting of the South Bend Redevelopment Commission held on
January 16,1998, at 1308 County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana
46601.
SOUTH BEND REDEVELOPMENT COMMISSION
By: A Y
Robert W. Hunt, President
ATTEST:
Paula N. Auburn, Secretary
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ADDENDUM TO LEASE BETWEEN
THE SOUTH BEND REDEVELOPMENT AUTHORITY, AS LESSOR,
AND THE SOUTH BEND REDEVELOPMENT COMMISSION, AS LESSEE
(PALAIS ROYALE/MORRIS CIVIC CENTER PROJECT)
THIS ADDENDUM, made and entered into as of this 15`'' day of January, 1998, 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
Amended and Restated Lease (Palais Royale/Morris Civic Center Project) previously entered into
between said parties as of the first day of May, 1997 (the "Lease "), shall be amended as follows:
The following shall be added as a definition in Section 1 of the Amended and
Restated Lease:
"Operation and Reserve Fund" means the Operation and Reserve Fund created and
established pursuant to the Additional Trust Agreement."
"Reserve Fund" means the Reserve Fund created and established pursuant to the
Additional Trust Agreement."
"Three Payment Amount" means the amount of funds necessary as of each August
1 to make all lease rental payments payable in the 12 -month period beginning on July
1 of the following calendar year."
2. Section 4(b) of the Lease is amended to read as follows:
(b) The first semi - annual rental installment for the Additional/Combined Project
in the amount of Six Hundred Ninety -three Thousand Five Hundred and 00 /100
Dollars ($693,500.00), or such lesser amount as a result of the Lessee receiving a
credit as expressly permitted pursuant to the applicable section of the Additional
Trust Agreement as a result of funds on deposit in the Excess Funds Account of the
Operation and Reserve Fund which, when added to the funds on deposit in the
Reserve Fund, are in excess of the Three Payment Amount, shall be due on the day
that the Additional/Combined Project is completed and ready for use, or January 28,
2000, whichever is later. If completion is later than January 28, 2000, the first
installment shall be in an amount which provides for rental at the rate specified in
Exhibit D(21 (or such lesser amount as a result of the Lessee receiving a credit as
expressly permitted pursuant to the applicable section of the Additional Trust
Agreement as a result of funds remaining on deposit in the Excess Funds Account of
the Operation and Reserve Fund which, when added to the funds on deposit in the
Reserve Fund, are in excess of the Three Payment Amount), for the semi - annual
period in which the Additional/Combined Project is completed is ready for use,
prorated from the date of completion until the first January 28 or July 28 following
such date of completion. Thereafter, such rentals shall be payable in advance in
semi - annual installments on January 28 and July 28 of each year as provided for in
the lease payment schedule attached hereto as Exhibit D(21(or such lesser amount
as a result of the Lessee receiving a credit as expressly permitted pursuant to the
applicable section of the Additional Trust Agreement as a result of funds on deposit
in the Excess Funds Account of the Operation and Reserve Fund which are, when
added to the funds on deposit in the Reserve Fund, in excess of the Three Payment
Amount). The last semi - annual rental payment due before the expiration of this
Lease shall be adjusted to provide for rental at the amount specified above for the
applicable semi - annual period prorated from the date such installment is due to the
date of the expiration of this Lease (without taking into account any subsequent
earlier termination of this Lease pursuant to Section 2 hereof).
For purposes of this Lease, rental payments shall be allocable among the Original
Project, the Additional Project, and the Combined Project as follows:
(i) thirty percent (30 %) of the amount required to be paid under Section 4(a)
hereof shall be allocable to the Original Project, as reflected on Exhibit D(1);
(ii) eighty percent (80 %) of the amount required to be paid under Section 4(b)
hereof shall be allocable to the Additional Project, as reflected on Exhibit D(21; and
(iii) the remaining amounts required to be paid under Sections 4(a) and 4(b) shall
be allocable to the Combined Project as reflected in Exhibits D(1) and D(21.
After the sale of the Additional Bonds issued by the Authority to pay the cost
of the Additional /Combined Project and the other expenses incidental thereto, the
first semiannual rental installment and the sum of the second and third semiannual
rental installments and the sum of the fourth and fifth semiannual rental installments,
and so on, shall be reduced to an amount equal to the multiple of One Thousand
Dollars ($1,000) next highest to the highest sum of principal and interest due in any
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year ending on February 1 plus Three Thousand Dollars ($3,000), payable in equal
semiannual installments. Such amount of reduced annual rental shall be endorsed on
this Lease at the end hereof by the parties hereto as soon as the same can be done
after the sale of the Additional Bonds, and such endorsement shall be recorded as an
addendum to this Lease.
In the case of the Additional/Combined Project, the Lessee will not take any
action or fail to take any action that would result in the loss of the exclusion from
gross income for federal tax purposes of interest on the Additional Bonds pursuant
to Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code "),
as in effect on the date of delivery of the Additional Bonds, nor will the Lessee act
in any manner which would adversely affect such exclusion. The Lessee further
covenants that it will not make any investment or do any other act or thing during the
period that any Additional Bond is outstanding hereunder which would cause any
Additional Bond to be an "arbitrage bond" within the meaning of Section 148 of the
Code and the regulations thereunder as in effect on the date of delivery of the
Additional Bonds. All officers, members, employees and agents of the Lessee are
authorized and directed to provide certifications of facts and estimates that are
material to the reasonable expectations of the Lessee as of the date the Additional
Bonds are issued and to enter into covenants on behalf of the Lessee evidencing the
Lessee's commitments made herein.
follows:
3. Exhibit D(2) of the Amended and Restated Lease is amended to read as
LEASE PAYMENT SCHEDULE
FOR ADDITIONAL /COMBINED PROJECT
EXHIBIT DQ
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Total
Amount of Lease
Amount of Lease
Lease Payment
Payment Allocable
Payment Allocable
Payment
Additional/Combined
to Additional
to Combined
Date
Project
Project (80 %)
Project (20 %)
1/28/00
693,500
554,800
138,700
7/28/00
693,500
554,800
138,700
1/28/01
693,500
554,800
138,700
7/28/01
693,500
554,800
138,700
1/28/02
693,500
554,800
138,700
7/28/02
693,500
554,800
138,700
1/28/03
693,500
554,800
138,700
7/28/03
693,500
554,800
138,700
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1/28/04
693,500
554,800
138,700
7/28/04
693,500
554,800
138,700
1/28/05
693,500
554,800
138,700
7/28/05
693,500
554,800
138,700
1/28/06
693,500
554,800
138,700
7/28/06
693,500
554,800
138,700
1/28/07
693,500
554,800
138,700
7/28/07
693,500
554,800
138,700
1/28/08
693,500
554,800
138,700
7/28/08
693,500
554,800
138,700
1/28/09
693,500
554,800
138,700
7/28/09
693,500
554,800
138,700
1/28/10
693,500
554,800
138,700
7/28/10
693,500
554,800
138,700
1/28/11
693,500
554,800
138,700
7/28/11
693,500
554,800
138,700
1/28/12
693,500
554,800
138,700
7/28/12
693,500
554,800
138,700
1/28/13
693,500
554,800
138,700
APIN 7/28/13
693,500
554,800
138,700
1/28/14
693,500
554,800
138,700
7/28/14
693,500
554,800
138,700
1/28/15
693,500
554,800
138,700
7/28/15
693,500
554,800
138,700
1/28/16
693,500
554,800
138,700
7/28/16
693,500
554,800
138,700
1/28/17
693,500
554,800
138,700
7/28/17
693,500
554,800
138,700
1/28/18
693,500
554,800
138,700
7/28/18
693,500
554,800
138,700
1/28/19
693,500
554,800
138,700
4. The parties hereto acknowledge that all remaining terms, covenants and
conditions as set forth in the Amended and Restated Lease between the parties hereto and executed
as of the first day of May, 1997, shall remain in full force and effect.
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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:
Presi �
ATTEST:
Secretary- Treasurer
SOUTH BEND RE EVELOPMENT COMMISSION
By:
President
ATTEST:
Secre
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STATE OF INDIANA )
) SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said State, personally appeared
CNE i� i and A/O,-- .d 6i9�ldiA6iS
personally kAown by me to be the President and Secretary- Treasurer, respectively, of the South Bend
Redevelopment Authority, and acknowledged the execution of the foregoing Addendum to Lease
for and on behalf of said Authority.
WITNESS my hand and Notarial Seal thi292/ day of \YA,t/ 1998.
(Written ignature)
(SEAL) �a/ C
(Written
-p�a Qo (Printed Signature)
.
My commission expires: 7
I am a resident of 25 T69,6011 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, personally known by me to be the President of the South Bend Redevelopment
Commission, and acknowledged the execution of the foregoing Addendum to Lease for and on
behalf of said Commission.
WITNESS my hand and Notarial Seal this/ day of it1Ufi,2 , 1998.
ritten Signature)
(SEAL) L M
(Printed Signature)
My commission expires: O�v�• 99
I am a resident of Y. U6_ C6?1Y County, Indiana.
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:ODMA\PCDOCS \SBDOCS 115561 \2
STATE OF INDIANA )
) SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said State, personally appeared
Paula N. Auburn, personally known by me to be the Secretary of the South Bend Redevelopment
Commission, and acknowledged the execution of the foregoing Addendum to Lease for and on
behalf of said Commission.
WITNESS my hand and Notarial Seal thiv; M day o 1998.
ritten Signature)
(SEAL) "U E. 01-47fi
q (Printed Signature)
My commission expires: ?- ;; - / %
I am a resident of Y. So.SCM County, Indiana.
This instrument prepared by Randolph R. Rompola, BAKER & DANIELS, 205 West Jefferson
Boulevard, South Bend, Indiana 46601.
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