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HomeMy WebLinkAboutNo. 1422 authorizing the issuance and sale of special taxing district refunding bonds of the SB redevelopment district for the purpose of advance refunding the COSB redevelopment district bonds of 1990RESOLUTION NO. /y 22 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION AUTHORIZING THE ISSUANCE AND SALE OF SPECIAL TAXING DISTRICT REFUNDING BONDS OF THE SOUTH BEND REDEVELOPMENT DISTRICT FOR THE PURPOSE OF ADVANCE REFUNDING THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT BONDS OF 1990 WHEREAS, the South Bend Redevelopment Commission (the "Commission ") is the governing body of the South Bend, Indiana Department of Redevelopment (the 'Department "), and exists and operates under the provisions of Indiana Code 36 -7 -14, as amended from time to time (the "Act "); and WHEREAS, the Commission, in accordance with the Act, has previously adopted its Resolution No. 762 (the "Declaratory Resolution ") on January 10, 1986, declaring that an area more particularly described therein designated by the Commission as the Studebaker Corridor Development Area (the "Area ") in the South Bend Redevelopment Special Taxing District (the 'District ") which is a special taxing district having the same boundaries as the City of South Bend, Indiana (the "City "), is blighted within the meaning of the Act, establishing the Area as an Allocation Area for purposes of tax increment financing as authorized by I.C. 36- 7- 14 -39, and determining that it would be of public utility and benefit to acquire such area and redevelop it pursuant to the Studebaker Corridor Development Plan (the 'Development Plan "); and WHEREAS, the South Bend Common Council (the "Common Council ") at its regular meeting on January 27, 1986, adopted its Resolution No. 1398 -86 approving the order of the Plan Commission with regard to the Area which was adopted by said Plan Commission in its Resolution No. 87 on January 21, 1986; and WHEREAS, on February 14, 1986, after notice and a public hearing thereon, the Commission in its Resolution No. 764 confirmed the Declaratory Resolution; and WHEREAS, said Declaratory Resolution was subsequently, after approval of the Plan Commission and the Common Council, as described herein, amended by Resolution No. 801 adopted on April 24, 1987, and by Resolution No. 809 adopted on August 28, 1987, with said amending Declaratory Resolutions being confirmed, after notice and a public hearing, by Resolution No. 804 adopted on June 26, 1987, and Resolution No. 816 adopted on October 23, 1987, respectively; and A3, WHEREAS, the aforementioned Resolutions were adopted by the Commission after the Plan Commission adopted Resolution No. 93 on May 19, 1987, and Resolution No. 94 on September 15, 1987, respectively; and WHEREAS, the aforementioned Resolutions were adopted by the Commission after the Common Council adopted its Resolution No. 1511 -87 on May 26, 1987, and Resolution No. 1536 -87 on September 28, 1987; respectively; and WHEREAS, the Commission adopted Resolution No. 925 on April 6, 1990, authorizing the issuance of Bonds of the District (the 'Prior Bonds Resolution ") and on June 5, 1990, the City issued negotiable bonds of the District in the name of the City, for and on behalf of the District, in an aggregate principal amount of Four Million Nine Hundred Thousand and 00 /100 Dollars ($4,900,000.00) (the 'Prior Bonds ") for the purpose of financing the cost of property acquisition and redevelopment in the Area and the cost of all expenses incurred in connection with the acquisition and redevelopment of the Area together with the expenses in connection with the issuance of Bonds therefor; and WHEREAS, the Commission desires to provide for the advance refunding prior to maturity of the Prior Bonds in order to discharge the liens of and the obligations of the City, acting for and on behalf of the District, under the Prior Bonds Resolution pursuant to which the Prior Bonds have been issued; and WHEREAS, in order to accomplish such advance refunding of the outstanding Prior Bonds and to secure the principal of, premium, if any, and interest on the Prior Bonds through the respective maturity or redemption dates thereof, as the case may be, this Commission has determined that a portion of the net proceeds from the sale of the Bonds authorized hereby will be paid to the Escrow Agent (as defined herein) and held and applied pursuant to an irrevocable escrow deposit agreement (the 'Escrow Agreement ") between the City, acting or an on behalf of the District, and the Escrow Agent with amounts on deposit under the Escrow Agreement to be used for the purchase of Permitted Investments (as defined herein) in a principal amount, which together with the interest to be earned thereon and other available funds, if any, will be sufficient to pay the principal of, premium, if any, and interest on the Prior Bonds to and on their respective maturity or redemption dates, as the case may be; and WHEREAS, this Commission consequently seeks to authorize the issuance of Bonds to finance the advance refunding of the Prior Bonds to affect a cost saving to the City acting for and on behalf of the District, and the sale of such Bonds, pursuant to the Act and the provisions of I.C. 5 -1 -5, subject to and dependent upon the terms and conditions hereinafter set forth; and WHEREAS, a preliminary official statement dated March 15, 1996 (the "Official Statement "), relating to the issuance of said Bonds, has been prepared by H. J. Umbaugh & Associates, as financial advisors to the Commission, and presented to the Commission at this meeting, and the Commission desires to approve and deem final the -2- Official Statement as of its date in accordance with the provisions of Rule 15c2 -12 of the Securities and Exchange Commission (the "SEC Rule ") subject to completion as permitted AWN by the SEC Rule and authorize distribution of the deemed final Official Statement; NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION THAT: U SECTION 1. For the purpose of procuring funds to pay for the cost of advance refunding the Prior Bonds together with the expenses in connection with or on account of the issuance of Bonds therefor, the City acting for and on behalf of the District, shall make a loan in an amount not to exceed Five Million Five Hundred Thousand 00 /100 Dollars ($5,500,000.00). In order to procure the funds for said loan, the Controller of the City is hereby authorized and directed to have prepared and to issue and sell the negotiable bonds of the District, the principal of and interest on which are payable solely from a special tax to be levied upon all of the taxable property in the District and deposited in the Redevelopment District Bond Fund, which Bonds shall be issued in the name of the City, for and on behalf of the District, and which shall be designated "City of South Bend Redevelopment District Refunding Bonds of 1996," in an aggregate principal amount not to exceed Five Million Five Hundred Thousand and 00 /100 Dollars ($5,500,000.00) (the "Bonds "), and which amount does not exceed the cost of advance refunding the Prior Bonds, together with the expenses in connection with or on account of the issuance of Bonds therefor. The Bonds shall not constitute a corporate obligation or indebtedness of the City but shall constitute an obligation and an indebtedness of the District, as a special taxing district. The Bonds, together with interest thereon, shall be payable only out of a special tax to be levied upon all of the taxable property in the District and deposited in the Redevelopment District Bond Fund. The Bonds shall be issued in fully registered form in the denomination of Five Thousand Dollars ($5,000), or integral multiples thereof, not exceeding the aggregate principal amount of Bonds maturing in any year and shall be numbered consecutively from 96R -1 upwards. The Bonds shall bear interest at a rate or rates not exceeding eight percent (8.0 %) per annum, the exact rate or rates to be determined by negotiated sale pursuant to I.C. 5 -1 -5 as determined by the Mayor and the Controller, and as set forth in a certificate of the City, acting for and on behalf of the District, and executed by the Mayor and the Controller (hereinafter referred to as the "Issuer's Certificate "). The interest on the Bonds shall be payable semiannually on the first day of February and the first day of August of each year commencing August 1, 1996. Interest shall be calculated on the basis of twelve (12) thirty -day months for a three hundred sixty -day year. The Bonds shall mature and be payable serially on the February 1 immediately following the date of issuance of the Bonds and on each February 1 thereafter, and shall have a final maturity date no later than February 1, 2006. The Bonds shall mature in such principal amounts as set forth in the Issuer's Certificate. -3- Ln The principal of and premium, if any, on the Bonds shall be payable at the principal office of Norwest Bank Indiana, N.A., in the City of South Bend, Indiana, which is hereby appointed as the paying agent ( Norwest Bank Indiana, N.A., and any subsequent paying agent appointed pursuant to this Resolution shall hereinafter be referred to as the "Paying Agent ") for the Bonds. Interest on the Bonds shall be paid by check or draft mailed or delivered to the registered owner of the Bonds at the address as it appears on the Bond Register (as defined below) as of the fifteenth day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by such registered owner. All payments on the Bonds shall be made in lawful money of the United States of America. The President and /or the Vice President of the Commission are hereby authorized and directed, on behalf of the Commission, to enter into such agreements or understandings with the Paying Agent as will enable the Paying Agent to perform the services required of a paying agent, and are further directed to pay the Paying Agent for its services out of available funds of the District. The Bonds shall bear an original date which shall be the first day of the month in which the Bonds are to be delivered (the "Original Date ") and each Bond shall also bear the date of its authentication. Bonds authenticated on or before July 15, 1996, shall be paid interest from the Original Date. Bonds authenticated after July 15, 1996, shall be paid interest from the interest payment date immediately preceding the date of authentication of such Bonds unless the Bonds are authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest thereon shall be paid from such interest payment date. Each Bond shall be transferable or exchangeable only upon the Bond Register (as such term is defined below) by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. Bonds may be transferred or exchanged without cost to the registered owner, except for any tax or governmental charge required to be paid with 'respect to the exchange. The Registrar shall not be required to transfer or exchange any Bond called for redemption or during the period following the fifteenth day of any calendar month immediately preceding an interest payment date to such interest payment date. The City, the Commission, and the Registrar and the Paying Agent may treat and consider the person in whose name such Bonds are registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. In the event any 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 -4- case. of any mutilated Bond, such mutilated Bond shall first be surrendered to the City and the Registrar, and in the case of any lost, stolen or destroyed Bond there shall be first furnished to the City and the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such lost, stolen or destroyed Bond shall have matured, instead of issuing a duplicate Bond, the City and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The City and the Registrar may charge the owner of such Bond with their reasonable fees and expenses in connection with the above. Every substitute Bond issued by reason of any Bond being lost, stolen or destroyed shall, with respect to such Bond, constitute a substitute contractual obligation of the District, whether or not the lost, stolen or destroyed Bond shall be found at any time, and shall be entitled to all the benefits of this Resolution, equally and proportionately with any and all other Bonds duly issued hereunder. Norwest Bank Indiana, N.A., in the City of South Bend, Indiana, is hereby appointed as Registrar ( Norwest Bank Indiana, N.A., and any subsequent registrar appointed pursuant to this Resolution shall hereinafter be referred to as the 'Registrar ") for the Bonds and is hereby charged with the responsibility of authenticating the Bonds. The Registrar shall keep and maintain at its principal office books for the registration and for the transfer of the Bonds (the "Bond Register "). The President of the Commission is hereby authorized and directed, on behalf of the Commission, to enter into such agreements or understandings with the Registrar as will enable the Registrar to perform the services required of a registrar, and is directed to pay the Registrar for its services out of available funds of the District. The Registrar or the Paying Agent may at any time resign as Registrar or Paying Agent by giving thirty (30) days' written notice to the Commission and by first -class mail to each registered owner of Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor Registrar or Paying Agent, as the case may be, by the Commission. Such notice to the Commission may be served personally or be sent by registered mail. The Registrar or Paying Agent may be removed at any time as Registrar or Paying Agent by the Commission, in which event the Commission may appoint a successor Registrar or Paying Agent, as the case may be. The Commission shall cause each registered owner of Bonds then outstanding to be notified by first -class mail of the removal of the Registrar or Paying Agent. Notices to registered owners of Bonds shall be deemed to be given when mailed by first -class mail to the addresses of such registered owners as they appear on the Bond Register. The Bonds shall be executed in the name of the City, by the manual or facsimile signature of the Mayor of the City, and attested by the manual or facsimile signature of the Controller, who shall cause the official seal of the City to be impressed or a facsimile thereof to be printed or otherwise reproduced on each of the Bonds. Subject to the provisions hereof for registration, the Bonds shall be negotiable under the laws of the State of Indiana. -5- 11 The Bonds shall be authenticated with the manual signature of an authorized representative of the Registrar, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution until the certificate of authentication on such Bond shall have been so executed. SECTION 2. The Bonds maturing on February 1, 2004, and thereafter, are redeemable prior to maturity on February 1, 2003, or any date thereafter, at the option of the Commission in whole or in part in the amount of Five Thousand Dollars ($5,000), or integral multiples thereof, in order of maturities determined by the Commission and by lot (in such manner as the Registrar shall determine) within a maturity. Bonds so redeemed shall be redeemed on such redemption date at a redemption price expressed as a percentage of the principal amount of each Bond to be redeemed plus accrued interest to the redemption date on the principal amount to be redeemed in accordance with the following: Redemption Date (Both Dates Inclusive) Redemption Price February 1, 2003, or thereafter on or 101% before January 31, 2004 February 1, 2004, or thereafter on or 100.5% before January 31, 2005 February 1, 2005, and thereafter prior 100% prior to maturity At the option of the underwriter, the underwriter may aggregate the Bonds into one or more term bonds payable from mandatory sinking fund redemption payments (the "Term Bonds ") required to be made as set forth below. The Term Bonds shall have a stated maturity or maturities on February 1. Such Term Bonds shall be subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, but without premium, on February 1 in the years and in the principal amounts as selected by the underwriter. The Trustee shall credit against the mandatory sinking fund requirement for the Bonds aggregated into Term Bonds, and corresponding mandatory redemption obligation, in the order determined by the Commission, any of the Bonds aggregated into Term Bonds which have been previously redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Trustee for cancellation or purchased for cancellation by the Commission and not therefore applied as a credit against any redemption obligation. Each Bond maturing as a Term Bond so delivered or cancelled shall be credited by the Trustee at one hundred (100 %) percent of the principal amount thereof against the mandatory sinking fund obligation on such mandatory sinking fund date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of the Bonds to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, that the Trustee shall only ME credit the Bonds maturing as Term Bonds to the extent received on or before forty -five (45) days preceding the applicable mandatory redemption date. Unless waived by any holder of Bonds to be redeemed, official notice of any such redemption shall be given by the Registrar on behalf of the Commission by mailing a copy of an official redemption notice by registered or certified mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Registrar; provided, however, that failure to give such notice, or any defect therein, with respect to any Bond shall not affect the validity of any proceedings for the redemption of other Bonds. All official notices of redemption shall be dated and shall state: (1) the redemption date, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the place provided for the payment of the principal of and premium, if any, on the Bonds. Prior to any redemption date, the Commission shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Commission shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Paying Agent at the redemption price. Bonds redeemed in part may be exchanged for a Bond or Bonds of the same maturity in authorized denominations equal to the remaining principal amount. -7- SECTION 3. The form and tenor of the Bonds shall be substantially as C; follows (all blanks to be properly completed prior to the preparation of the Bonds): UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF ST. JOSEPH No. 96R- $ CITY OF SOUTH BEND REDEVELOPMENT DISTRICT REFUNDING BOND OF 1996 Interest Maturity Original Authentication Rate Date Date Date CUSIP Registered Owner: Principal Sum: The City of South Bend, in St. Joseph County, State of Indiana (the "City "), for and on behalf of the South Bend Redevelopment District (a special taxing district having the same boundaries as the City) (the "District "), for value received, hereby acknowledges itself indebted and promises to pay to the registered owner stated above, or registered assigns, but solely from a special tax to be levied upon all of the taxable property of the District and deposited in the Redevelopment District Bond Fund, the principal sum stated above, on the maturity dated stated above, and to pay interest on said principal sum to the registered owner of this Bond until the District's obligation with respect to the payment of said principal sum shall be discharged, at the rate per annum specified above from the interest payment date immediately preceding the date of the authentication of this Bond, unless this Bond is authenticated on or before July 15, 1996, in which case the interest shall be paid from the original date stated above or unless this Bond is authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest shall be paid from such interest payment date. Interest shall be payable August 1, 1996, and semiannually thereafter on August 1 and February 1 of each year. Interest shall be calculated on the basis of twelve (12) thirty -day months for a three hundred sixty -day year. The principal of and premium, if any, on this Bond are payable at the principal office of Norwest Bank Indiana, N.A., in the City of South Bend, Indiana, as CW Paying Agent (which term shall include any successor paying agent). Interest on this Bond -8- shall be paid by check or draft mailed or delivered to the registered owner hereof at the address as it appears on the books kept by Norwest Bank Indiana, N.A., in the City of South Bend, Indiana, as Registrar (which term shall include any successor registrar), for the registration and for the transfer of the Bonds (the 'Bond Register ") as of the fifteenth day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by the registered owner. All payments on this Bond shall be made in lawful money of the United States of America. This Bond is one of an authorized issue of Bonds of the District in the aggregate principal amount of 00/100 Dollars ($ ), numbered consecutively from 96R -1 upwards, issued pursuant to the Bond Resolution (Resolution No. ___) (the 'Resolution ") adopted by the South Bend Redevelopment Commission (the "Commission ") on March 15, 1996, and in strict compliance with IC 36 -7 -14, for the purpose of procuring funds to pay for the cost of advancing refunding the City of South Bend Redevelopment District Bonds of 1990, issued by the Commission on June 5, 1990, and currently outstanding in the aggregate principal amount of Four Million Five Hundred Thousand and 00 /100 Dollars ($4,500,000.00), together with the expenses in connection with or on account of the issuance of Bonds therefor, all in and with respect to the Area. Reference is hereby made to the Resolution for a description of the nature and extent of the rights, duties and obligations of the owners of the Bonds, the City and the Commission and the terms on which this Bond is issued, and to all the provisions of such Resolution to which the holder hereof by the acceptance of this Bond assents. This Bond, together with interest hereon, does not constitute a corporate obligation or indebtedness of the City of South Bend, but the same is an obligation and an indebtedness of the District, as a special taxing district. This Bond, together with interest hereon, ' shall be payable only out of a special tax to be levied upon all of the taxable property within the District, as provided in IC 36 -7 -14. The City, acting through the Commission, its Department of Redevelopment and its Common Council, covenants that it will cause a special tax for the payment of the principal of and interest on the Bonds to be levied, collected and applied for that purpose. Subject to the provisions of the Resolution for registration, this Bond is negotiable under the laws of the State of Indiana. The terms and provisions of this Bond are continued on the reverse side hereof, and such continued terms and provisions shall for all purposes have the same effect as though fully set forth at this place. It is hereby certified and recited that all acts, conditions and things required by law and the Constitution of the State of Indiana to be done precedent to and in the execution, issuance, sale and delivery of this Bond have been properly done, happened and performed in regular and due form as prescribed by law, and that the total indebtedness of the South Bend Redevelopment District, including the Bonds of this issue, does not exceed any constitutional or statutory limitation of indebtedness. 0 This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution authorizing this Bond until the certificate of authentication hereon shall have been duly executed by an authorized representative of the Registrar. IN WITNESS WHEREOF, the South Bend Redevelopment Commission has caused this Bond to be executed in the name of the City of South Bend, acting for and on behalf of the South Bend Redevelopment District, by the manual or facsimile signature of the Mayor of said City and attested by the manual or facsimile signature of the Controller of said City, who has caused the official corporate seal of said City to be impressed or a facsimile thereof to be printed or otherwise reproduced hereon. (Seal) ATTEST: (Facsimile) Controller of the City of South Bend, Indiana CITY OF SOUTH BEND, INDIANA By: (Facsimile) Mayor of the City of South Bend, Indiana Registrar's Certificate of Authentication This Bond is one of the Bonds described in the within mentioned Resolution. NORWEST BANK INDIANA, N.A., as Registrar By: Authorized Representative (Reverse of Bond) Bonds of this issue maturing on February 1, 2004, and thereafter, are redeemable prior to maturity on February 1, 2003, or any date thereafter, at the option of the Commission in whole or in part in the amount of Five Thousand Dollars ($5,000), or integral multiples thereof, in maturities determined by the Commission and by lot (in such -10- manner as the Registrar shall determine) within a maturity. Bonds so redeemed shall be redeemed on such redemption date at a redemption price expressed as a percentage of the principal amount of the Bond to be redeemed plus accrued interest to the redemption date on the principal amount to be redeemed in accordance with the following schedule: Redemption Date (Both Dates Inclusive) Redemption Price February 1, 2003, or thereafter on or 101% before January 31, 2004 February 1, 2004, or thereafter on or 100.5% before January 31, 2005 February 1, 2005, and thereafter prior 100% prior to maturity Unless waived by any holder of Bonds to be redeemed, official notice of any such redemption shall be given by the Registrar on behalf of the Commission by mailing a copy of an official redemption notice by registered or certified mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Registrar; provided, however, that failure to give such notice, or any defect therein, with respect to any Bond shall not affect the validity of any proceedings for the redemption of other Bonds. Official notice of redemption having been given as aforesaid, the Bonds, or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Commission shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Paying Agent at the redemption price. Bonds redeemed in part may be exchanged for a Bond or Bonds of the same maturity in authorized denominations equal to the remaining principal amount. This Bond is transferable or exchangeable only upon the Bond Register by the registered owner hereof in person, or by his attorney duly authorized in writing, upon surrender of this Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. This Bond may be transferred or exchanged without cost to the registered owner, except for any tax or governmental charge required to be paid with respect -11- to the exchange. The Registrar shall not be required to make any transfer or exchange of this Bond if it has been called for redemption or during the period following the fifteenth day of any calendar month immediately preceding an interest payment date to such interest ipayment date. The City, the Commission and the Registrar may treat and consider the person in whose name this Bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon. In the manner provided in the Resolution, the Resolution and the rights and obligations of the Commission and of the owners of the Bonds, may (with certain exceptions as stated in the Resolution) be modified or amended with the consent of the owners of at least sixty percent (60 %) in aggregate principal amount of outstanding Bonds exclusive of Bonds, if any, owned by the Commission or the City. The Bonds maturing in any one year are issuable only in fully registered form in the denomination of Five Thousand Dollars ($5,000) or any integral multiples thereof not exceeding the aggregate principal amount of the Bonds maturing in such year. In the event this Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new Bond of like date, maturity and denomination as this Bond, which new Bond shall be marked in a manner to distinguish it from this Bond; provided that, in the case of this Bond being mutilated, this Bond shall first be surrendered to the City and the Registrar, and in the case of this Bond being lost, stolen or destroyed, there shall first be furnished to the City and the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event that this Bond, being lost, stolen or destroyed, shall have matured, instead of issuing a duplicate Bond the City and the Registrar may, upon receiving indemnity satisfactory to them, pay this Bond without surrender hereof. The City and the Registrar may charge the owner of this Bond with their reasonable fees and expenses in connection with the above. Every substitute Bond issued by reason of this Bond being lost, stolen or destroyed shall, with respect to this Bond, constitute a substitute contractual obligation of the District, whether or not this Bond, being lost, stolen or destroyed shall be found at any time, and shall be entitled to all the benefits of the Resolution, equally and proportionately with any and all other Bonds duly issued thereunder. The Registrar or Paying Agent may at any time resign as Registrar or Paying Agent by giving thirty (30) days' written notice to the Commission and by first -class mail to the registered owners of Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor Registrar or Paying Agent, as the case may be, by the Commission. Such notice to the Commission may be served personally or be sent by registered mail. The Registrar or the Paying Agent may be removed at any time as Registrar or Paying Agent by the Commission, in which event the Commission may appoint a successor Registrar or Paying Agent, as the case may be. The Commission shall cause the registered owner of this Bond, if then outstanding, to be notified by first -class mail of the removal of the Registrar or Paying Agent. Notices to -12- registered owners of Bonds shall be deemed to be given when mailed by first -class mail to j the addresses of such registered owners as they appear in the registration books kept by the f Registrar. If this Bond or a portion hereof shall have become due and payable in E accordance with its terms or shall have been duly called for redemption or irrevocable instructions to call this Bond or a portion thereof for redemption shall have been given, and the whole amount of the principal of and premium, if any, and interest, so due and payable upon all of this Bond or a portion hereof then outstanding shall be paid or (i) sufficient moneys, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such purpose, or (iii) time certificates of deposit fully secured as to both principal and interest by obligations of the kind described in (ii) above of a bank or banks the principal of and interest on which when due will provide sufficient moneys for such purpose, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case this Bond or such portion thereof shall no longer be deemed outstanding or an indebtedness of the District. �q The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT - Custodian (Cust) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in list above. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (insert name and address) the within Bond and all rights thereunder, and hereby irrevocably -13- constitutes and appoints attorney to transfer the within Bond on the books kept for the registration thereof with full power of substitution in the premises. E Dated: NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution parti- cipating in a Securities Transfer Association recognized signature guarantee program. (End of Bond Form) SECTION 4. As soon as can be done after the adoption of this Resolution, the President and the Secretary of the Commission are hereby directed to deliver on behalf mow'' of the Commission a certified copy of this Resolution to the Controller. Ll SEC'T'ION 5. The Controller is hereby authorized and directed to have the Bonds prepared, and the Mayor and the Controller are each hereby authorized and directed to execute or to cause the execution of the Bonds in the form and manner herein provided. The Controller is hereby authorized and directed to deliver the Bonds to the purchaser or purchasers thereof upon compliance with the requirements established hereunder and under the Act and the provisions of I.C. 5 -1 -5 for the sale thereof, and to collect the full amount which the purchaser or the respective purchasers have agreed to pay therefor., which shall be not less than the par or percentage of par amount of the Bonds required to be paid pursuant thereto, plus accrued interest thereon to the date of delivery. The proceeds derived from the sale of the Bonds shall be and are hereby set aside for the application to the costs of the advance refunding of the Prior Bonds, together with the expenses necessarily incurred in connection therewith including the expenses incurred in the issuance of the Bonds. The authorized officers of the City are hereby authorized and directed to draw all ptoper and necessary warrants and to do whatever other acts and things that may be necessary or appropriate to carry out the provisions of this Resolution. The Bonds shall be sold at a negotiated, private sale upon terms acceptable to the Mayor and the Controller. In no event shall the Bonds be sold at a purchase price of less than ninety -nine and one - quarter percent (99.25 %) of the par value of the Bonds, -14- plus accrued interest thereon to the date of delivery. The Mayor and the Controller are hereby authorized to enter into a purchase agreement for the sale of the Bonds on the terms and conditions set forth therein, consistent with the provisions of this Resolution. OW The Preliminary Official Statement is hereby approved in the form presented to the Commission at this meeting, and the Preliminary Official Statement in the form presented at this meeting is hereby deemed final for purposes of the provisions of the SEC Rule, subject to completion as permitted by the SEC Rule. The purchaser of the Bonds, as determined herein, is hereby authorized and directed to cause to be distributed such Preliminary Official Statement substantially in the form presented to this meeting to all parties with such changes as may be required and which are approved by the Commission's legal counsel as H. J. Umbaugh & Associates may recommend, to describe adequately the Bonds and information related thereto, to all parties who in its judgment may be interested in bidding on such Bonds; and the Commission shall place a copy of such Preliminary Official Statement as presented to this meeting with the minutes of this meeting. Ln SECTION 6. Prior to the delivery of the Bonds, the Controller shall be authorized to obtain a legal opinion as to the validity of the Bonds from Baker & Daniels, bond counsel, of South Bend, Indiana, and to furnish such opinion to the purchaser or purchasers of the Bonds. The cost of said opinion shall be considered as part of the costs incidental to these proceedings and shall be paid out of the proceeds of the Bonds. SECTION 7. The Commission hereby authorizes and directs the Mayor and the Controller of the City, and the members and officers of the Commission, and each of them, for and on behalf of the District, to prepare, execute and deliver any and all other instruments, letters, certificates, agreements and documents as the official executing the same determines is necessary or appropriate to consummate the transactions contemplated by this Resolution, including, without limitation, the Continuing Disclosure Certificate referred to herein, and such determination shall be conclusively evidenced by the execution thereof. The instruments, letters, certificates, agreements and documents, including the Bonds, necessary or appropriate to consummate the transactions contemplated by this Resolution shall, upon execution, as contemplated herein, constitute the valid and binding obligations or representations and warranties of the District, the full performance and satisfaction of which by the District is hereby authorized and directed. The Commission covenants and agrees and the City, acting for and on behalf of the District, shall covenant and agree that it will comply with and carry out all of the provisions of a Continuing Disclosure Certificate relating to the provision of annual reports and notices of certain events specified in the SEC Rule (the "Continuing Disclosure Certificate ") as such Continuing Disclosure Certificate may be amended from time to time. The Continuing Disclosure Certificate shall be executed by the President and Secretary of the Commission and the Mayor and Controller, acting for and on behalf of the District, and dated the date of issuance and delivery of the Bonds. -15- SECTION 8. The Mayor is hereby authorized to execute the Bonds with his manual or facsimile signature and the Controller is hereby authorized and directed to have such Bonds prepared, attest the Bonds with his manual or facsimile signature, and cause the seal of the City to be impressed or a facsimile thereof to be printed or otherwise reproduced I on the Bonds, all in the form and manner herein provided. In case any officer whose signature appears on the Bonds shall cease to hold that office before the delivery of the Bonds, the signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until the delivery of the Bonds. After the Bonds have been properly executed, the Controller shall deliver the Bonds to the purchaser or purchasers in the manner provided by law. SECTION 9. A sufficient amount of the proceeds from the sale, verified in accordance with the Escrow Agreement, as defined herein, of the Bonds shall be deposited with Norwest Bank Indiana, N.A., hereby appointed to serve as Escrow Agent (the 'Escrow Agent"), to be used, together with any moneys deposited with the Escrow Agent for the purpose of refunding the Prior Bonds, for the purchase of Permitted Investments (as defined herein) in a principal amount which, together with the interest to be earned thereon and the other available funds, if any, will be sufficient to pay the principal of, redemption premium, if any, and interest on the Prior Bonds to and on their maturity or redemption dates, as the case may be. For purposes of this Section 9, 'Permitted Investments" shall be deemed to mean direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which obligations shall mature or be subject to redemption by the holder thereof at the option of such holder not later than the .respective dates when the proceeds, together with interest accruing thereon, will be required for the purposes established by this Resolution. The Mayor and Controller are hereby directed to enter into the Escrow Agreement with the Escrow Agent pursuant to which the amounts required to satisfy this Section 9 shall be deposited in an irrevocable escrow account, invested in Permitted Investments and applied to the purposes set forth herein. The Commission hereby authorizes the Mayor and Controller to approve the Escrow Agreement in such form as may be necessary or appropriate to accomplish the purposes of this Resolution and the issuance of the Bonds, with any such approval to be conclusively evidenced by such authorized execution of the Escrow Agreement. SECTION 10. In order to preserve the exclusion from gross income of interest on the Bonds under federal law and as an inducement to the purchasers of the Bonds, the Commission on behalf of the District represents, covenants and agrees that, to the extent necessary to preserve such exclusion: (a) No person or entity or any combination thereof, other than the District, will use proceeds of the Bonds or property financed by said proceeds other than as a member of the general public. No person or entity or any combination thereof, other than the District, will own property financed by Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an -16- arrangement such as a take -or -pay or other type of output contract or any other type of arrangement that differentiates that person's or entity's use of such property from the use by the public at large of such property; (b) No Bond proceeds will be loaned to any entity or person. No Bond proceeds will be transferred directly, or indirectly transferred or deemed transferred to a person other than a governmental unit in a fashion that would in substance constitute a loan of said Bond proceeds; (c) The District will not take any action or fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the 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 Bonds, nor will the Commission act in any manner which would adversely affect such exclusion. The Commission further covenants that it will not make any investment or do any other act or thing during the period that any Bond is outstanding hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations applicable thereto as in effect on the date of delivery of the Bonds. The Commission shall comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable; and (d) All officers, members, employees and agents of the Commission, the Department and the City are authorized and directed to provide certifications of facts and co, estimates that are material to the reasonable expectations of the Commission as of the date the Bonds are issued and to enter into covenants on behalf of the Commission evidencing the Commission's commitments made herein. In particular, all or any officers, members, employees and agents of the Commission, the Department and the City are authorized to certify and /or enter into covenants for the District regarding the facts and circumstances and reasonable expectations of the Commission on the date the Bonds are issued and the commitments made by the Commission herein regarding the amount and use of the proceeds of the Bonds. SECTION 11. Notwithstanding any other provisions of this Resolution, the covenants and authorizations contained in this Resolution (the "Tax Sections ") which are designed to preserve the exclusion of interest on the Bonds from gross income under federal law (the "Tax Exemption ") need not be complied with if the District receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. SECTION 12. If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been, given, and the whole amount of the principal of and premium, if any, and interest so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid or (i) sufficient moneys, or (ii) direct obligations of, or obligations the principal of and -17- interest on which are unconditionally guaranteed by, the United States of America, the r principal of and the interest on which when due will provide sufficient moneys for such purpose, or (iii) time certificates of deposit fully secured as to both principal and interest by obligations of the kind described in (ii) above of a bank or banks the principal of and interest on which when due will provide sufficient moneys for such purpose, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case the Bonds or such portion thereof issued hereunder shall no longer be deemed outstanding or an indebtedness of the District. 11 SECTION 13. 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 14. All resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution, are, to the extent of such conflict, hereby repealed, and this Resolution shall be in immediate effect from and after its adoption. SECTION 15. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in the Resolution, shall be a legal holiday or a day on which banking institutions in the City or the city in which the Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are typically closed, with the same force and effect as if done on the nominal date provided in this Resolution, and no interest shall accrue for the period after such nominal date. SECTION 16. The Commission may, without the consent of, or notice to, any of the owners of the Bonds, adopt a supplemental resolution for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Resolution; (b) To grant to or confer upon the owners of the Bonds any additional benefits, rights, remedies, powers, or authority or security that may lawfully be granted to or conferred upon the owners of the Bonds; (c) To modify, amend or supplement this Resolution to permit the qualification of the Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America; (d) To provide for the refunding or advance refunding of the Bonds; or -18- (e) To procure a rating on the Bonds from a nationally recognized securities rating agency designated in such supplemental resolution, if such supplemental resolution will not adversely affect the owners of the Bonds. i SECTION 17, This Resolution, and the rights and obligations of the Commission and the owners of the Bonds may be modified or amended at any time by supplemental resolutions adopted by the Commission with the consent of the owners of the Bonds holding at least sixty percent (60 %) in aggregate principal amount of the outstanding Bonds (exclusive of Bonds, if any, owned by the Commission or the City); provided, however, that no such modification or amendment shall, without the express consent of the owners of the Bonds affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, advance the earliest redemption date, extend its maturity or the times for paying interest thereon, permit a privilege or priority of any Bond or Bonds over any other Bond or Bonds, create a lien securing any Bonds other than a lien ratably securing all of the Bonds outstanding, or change the monetary medium in which principal and interest are payable, nor shall any such modification or amendment reduce the percentage of consent required for amendment or modification. Any act done pursuant to a modification or amendment so consented to shall be binding upon all the owners of the Bonds and shall not be deemed an infringement of any of the provisions of this Resolution or of the Act, and may be done and performed as fully and freely as if expressly permitted by the terms of this Resolution, and after such consent relating to such specified matters has been given, no owner shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the Commission or any officer thereof from taking any action pursuant thereto. If the Commission shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the respective owners of the Bonds at their addresses appearing on the registration books held by the Registrar. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the office of the Registrar for inspection by all owners of the Bonds. The Registrar shall not, however, be subject to any liability to any owners of the Bonds by reason of its failure to mail the notice described in this Section 16, and any such failure shall not affect the validity of such supplemental resolution when consented -to and approved as provided in this Section 16. Whenever at any time within one year after the date of the mailing of such notice, the Commission shall receive an instrument or instruments purporting to be executed by the owners of not less than sixty percent (60 %) in aggregate principal amount of the Bonds then outstanding (exclusive of Bonds, if any, owned by the Commission or the City), which instrument or instruments shall refer to the proposed supplemental resolution described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Registrar, thereupon, but not otherwise, the Commission may adopt such supplemental Adpw -19- resolution in substantially such form, without liability or responsibility to any owners of the i Bonds, whether or not such owner shall have consented thereto. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section 17, this Resolution shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. SECTION 18. The Commission hereby establishes its intent, pursuant to I.C. 5- 1 -14 -6, to reimburse itself and the City, acting for and on behalf of the District, for preliminary costs and expenses incurred or advanced in connection with the issuance of the Bonds from the proceeds of the Bonds when issued. Adopted at a meeting of the Commission held on the 15th day of March, 1996, at the County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana. SOUTH BEND REDEVELOPMENT COMMISSION By: Paula N. Auburn, President ATTEST: William P. Hoj c ', Secrftary 1:\ W PDOCS\ RRROMPOL\ STHBEND \COMREF96 \LUBOND.I;ays;3-15.96 -20-