HomeMy WebLinkAboutNo. 1202 approving of the execution of a lease between the SBRA and the SBRC for certain land and public improvements thereon, and regarding other related mattersRESOLUTION NO. 1202
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION
APPROVING OF THE EXECUTION OF A LEASE
BETWEEN THE SOUTH BEND REDEVELOPMENT AUTHORITY
AND THE SOUTH BEND REDEVELOPMENT COMMISSION
FOR CERTAIN LAND AND PUBLIC IMPROVEMENTS THEREON, AND
REGARDING OTHER RELATED MATTERS
WHEREAS, the South Bend Redevelopment Commission (the
"Commission ") on November 15, 1993, held a public hearing on a
proposed Lease between the South Bend Redevelopment Authority (the
"Authority ") and the Commission for certain land and public
improvements located thereon to consist of the Century Center and
certain improvements to be constructed thereto and a facility to
house the College Football Hall of Fame (the "Project ") to be dated
as of November 1, 1993 (the "Lease "), at which all interested
parties were provided the opportunity to be heard, after which
hearing it adopted Resolution No. 1199 finding that the rental
payments to be paid by the Commission pursuant to the Lease are
fair and reasonable and that the use of the Project throughout the
term of the Lease will serve the public purpose of the City of
South Bend and is in the best interests of its residents; and
WHEREAS, the Commission in said Resolution No. 1199
ratified and approved action taken by the Secretary of the
Commission to transmit to the Common Council of the City of South
Bend (the "Common Council ") a copy of said Resolution No. 1199, and
to file with said Common Council an approving ordinance; and
WHEREAS, the Commission in said Resolution No. 1199
further authorized and directed the President, Vice President and
Secretary of the Commission to file a petition for approval of
execution of the Lease with the State Board of Tax Commissioners
pursuant to I.C. 6 -1.1- 18.5 -8; and
WHEREAS, the Common Council at a meeting on November 29,
1993, and after a public hearing, adopted Ordinance No. 8437 -93
approving the Lease; and
WHEREAS, the State Board of Tax Commissioners is
currently considering the Lease having received a favorable
recommendation regarding the Lease from the Local Government Tax
Control Board which held a hearing regarding the Lease on November
19, 1993; and
WHEREAS, the Authority at a meeting on December 2, 1993
adopted Resolution No. 86 approving the execution of the Lease;
and
WHEREAS, the Commission desires to authorize the
execution of the Lease and the publication, in accordance with I.C.
36 -7 -14 -25.2, of a Notice of Execution and Approval of Lease, in
the form attached hereto as "Exhibit A;"
NOW THEREFORE, BE IT RESOLVED BY THE SOUTH BEND
REDEVELOPMENT COMMISSION AS FOLLOWS:
1. The President or Vice President and Secretary of
this Commission are hereby authorized and directed, on behalf of
the City of South Bend, to execute and deliver the Lease in the
form attached hereto as "Exhibit B."
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2. The Commission hereby authorizes the publication,
in accordance with I.C. 36 -7 -14 -25.2, of the Notice of Execution
and Approval of Lease upon execution of the Lease as hereinabove
authorized, in the form attached hereto as "Exhibit A."
3. 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 December 3, 1993, at 1308 County -City Building,
227 West Jefferson Boulevard, South Bend, Indiana 46601.
SOUTH BEND REDEVELOPMENT COMMISSION
By: q]1,i54_4,& /u) , d,
Paula N. Auburn, President
ATTEST:
7 , �A
Theo F. S harp, Sect ary
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NOTICE OF EXECUTION AND APPROVAL OF LEASE
(College Football Hall of Fame/
Century Center Project)
The South Bend Redevelopment Commission (the
"Commission "), governing body of the Redevelopment District of the
City of South Bend, Indiana (the "Redevelopment District ") , has
executed a Lease dated as of November 1, 1993, with the South Bend
Redevelopment Authority (the "Authority ") providing for the
acquisition by lease /purchase by the Commission from the Authority
of certain land and public improvements consisting of the Century
Center to be acquired by the Authority and improvements to be
constructed thereto and a facility to house the College Football
Hall of Fame to be constructed by the Authority on land either
owned or to be acquired by the Authority (the "Project ") as
described in said Lease. After a public hearing held on the
proposed lease by the Commission on November 15, 1993, at which
all interested parties were provided the opportunity to be heard,
the Commission adopted its Resolution No. 1199 which, among other
things, authorized and directed the President or Vice President and
Secretary of the Commission, on behalf of the City of South Bend,
to execute and deliver the Lease in substantially the form
presented at the meeting and found that the rental payments to be
paid by the Commission are fair and reasonable and that the use of
the Project throughout the term of the Lease will serve the public
purpose of the City of South Bend and is in the best interests of
its residents.
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The Common Council of the City of South Bend adopted an
Ordinance approving the Lease on November 29, 1993, and the State
Board of Tax Commissioners subsequently issued its Order approving
the Lease pursuant to I.C. 6 -1.1- 18.5 -8.
Fifty (50) or more taxpayers residing in the
Redevelopment District who will be affected by the Lease and who
may be of the opinion that no necessity exists for the execution
of the Lease or that the payments provided for in the Lease are
not fair and reasonable may file a petition in the office of the
County Auditor within thirty (30) days after publication of this
notice of execution and approval, in the manner provided by law.
The Lease is open to public inspection at the office of
the Commission, which is located at 1200 County -City Building, 227
West Jefferson Boulevard, South Bend, Indiana.
Theo F. Sharp, Secretary
City of South Bend Redevelopment
Commission
[To be published in the South Bend Tribune and the Tri- County News
on December 3, 1993.]
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9351906
LEASE
Between
SOUTH BEND
REDEVELOPMENT AUTHORITY
and
SOUTH BEND REDEVELOPMENT COMMISSION
DATED AS OF NOVEMBER 1, 1993
(College Football Hall of Fame/
Century Center Project)
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INDEX
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Section
1.
Definitions
Section
2.
Lease of Project
Section
3.
Rental Payments
Section
4.
Rental Payment Dates
Section
5.
Abatement of Rent
Section
6.
Net Lease
Section
7.
Nonliability of Authority
Section
8.
Alterations
Section
9.
Insurance
Section
10.
Use of Insurance and
Condemnation Proceeds
Section
11.
Liability Insurance
Section
12.
General Insurance Provisions
Section
13.
General Covenants
Section
14.
Option to Purchase
Section
15.
Defaults
Section
16.
Notices
Section
17.
Construction of Covenants
Section
18.
Successors or Assigns
Exhibit
A
Permitted Encumbrances
Exhibit
B
Project Description
Exhibit
C
Lease Payment Schedule
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6
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7
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LEASE
This Lease entered into as of the 1st day of November, 1993,
between the SOUTH BEND REDEVELOPMENT AUTHORITY, a body corporate
and politic organized and existing under Indiana Code 36 -7 -14.5
(the "Authority) and the SOUTH BEND REDEVELOPMENT COMMISSION, the
governing body of the South Bend Department of Redevelopment and
the Redevelopment District of the City of South Bend, Indiana (the
"Lessee "), acting for and on behalf of the City of South Bend,
Indiana.
WITNESSETH:
Section 1. Definitions. The terms defined in this
Section•1 shall for all purposes of this Lease have the meanings
herein specified unless the context otherwise requires.
"Act" means Indiana Code 36 -7 -14.5, as the same from time to
time may be amended or supplemented.
"Authority" means the South Bend Redevelopment Authority, a
body corporate and politic organized and existing under the Act,
or if said Authority shall be abolished, the authority, board,
body, instrumentality or agency succeeding to the principal
functions thereof.
"Bonds" means South Bend Redevelopment Authority Lease Rental
Revenue Bonds (College Football Hall of Fame /Century Center.
Project).
"Century Center Portion" means the portion of the Project
consisting of the existing Century Center and real estate upon
which the Century Center is located and the improvements to be
completed thereon all as described in Exhibit B hereto.
"Hall of Fame Portion" means the portion of the Project
consisting of the real estate and the improvements to be
constructed thereon, which shall constitute the College Football
Hall of Fame, all as described in Exhibit B hereto.
"Lease" means this Lease as the same may be amended, modified
or supplemented by any amendments or modifications hereof or
supplements hereto entered into in accordance with the provisions
hereof.
"Lessee" means the South Bend Redevelopment Commission, the
governing body of the South Bend Department of Redevelopment and
the Redevelopment District of the City of South Bend, Indiana, or
if said Commission shall be abolished, the commission, board, body
or agency succeeding to the principal functions thereof.
"Lease Resolution"
passed on
of lease rentals.
means the resolution of the Commission
1994, establishing funds for the payment
"Permitted Encumbrances" means those items listed in Exhibit
A hereto and any future (a) liens for taxes not then delinquent,
(b) this Lease and the Trust Agreement, leases, subleases and other
agreements permitted pursuant to Section 13 hereof, (c) utility,
access and other easements and rights -of -way, restrictions and
exceptions that Lessee certifies will not interfere with or impair
the Project, (d) any mechanics', laborers', materialmen's,
suppliers' or vendors' lien or right in respect thereof if payment
is not yet due and payable and (e) such minor defects,
irregularities, encumbrances, easements, rights -of -way and clouds
on title as do not, in the opinion of the Trustee, materially
impair the Authority's title or Lessee's use of the Project.
"Project" means the real estate (including all right -of -way
easements contained therein) in St. Joseph County, Indiana,
comprised of the Century Center Portion and the Hall of Fame
Portion and improvements to be constructed thereon by the Authority
or its agent according to the preliminary plans and specifications
prepared by The Troyer Group, Inc., and Mathews - Purucker- Anella,
Inc., project architects and engineers, all as described in Exhibit
B hereto. The above mentioned plans and specifications may be
changed and additional construction work may be performed and
improvements may be purchased by the Authority, but only with the
approval of the Lessee, and only if such changes or modifications
or additional construction work or improvements do not alter the
character of the Project or reduce the value thereof. Any such
additional construction work or additional improvements shall be
part of the property covered by this Lease. The above - mentioned
plans and specifications have been filed with and approved by the
Lessee.
"Redevelopment District Bond Fund" means the Redevelopment
District Bond Fund of Lessee authorized by Indiana Code 36- 7 -14 -27
and the Lease Resolution.
"Trust Agreement" means the Trust Agreement dated as of
1994, between the Authority and the Trustee, securing
the Bonds.
"Trustee" means the financial institution selected to serve
as trustee pursuant to the Trust Agreement, and any successor
trustee.
Any term not defined herein, which is defined in the Lease
Resolution or in the Trust Agreement, shall have the meaning as
defined in such resolution or agreement.
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Section 2. Lease of Project. In consideration of the
rentals and other terms and conditions herein specified the
Authority does hereby lease, demise and let to the Lessee the
Project: TO HAVE AND TO HOLD the same with all rights, privileges,
easements and appurtenances thereunto belonging, unto the Lessee.
The term of this Lease shall not exceed twenty -four (24) years,
beginning with respect to the Century Center Portion on the date
the Century Center Portion is complete and ready for use, and
ending on the day prior to such date at most twenty -four (24) years
thereafter, and beginning with respect to the Hall of Fame Portion
on the date that the Hall of Fame Portion is complete and ready for
use, and ending on the day prior to such date at most twenty -four
(24) years thereafter. However, the term of this Lease shall
terminate at the earlier of (a) the exercise of the option to
purchase by Lessee and payment of the option price, or (b) the
payment or defeasance of all obligations of Lessor incurred (i) to
finance, the cost of the leased property, (ii) to refund such
obligations, (iii) to refund such refunding obligations. The date
that each of the Century Center Portion and the Hall of Fame
IL Portion are complete and ready for use shall be endorsed on this
Lease at the end hereof by the parties hereto as soon as the same
can be done after such completion dates and such endorsements shall
be recorded as addenda to this Lease. The Authority hereby
represents that it is possessed of, or will acquire, a good and
indefeasible estate in fee simple or an insurable right -of -way
easement subject only to Permitted Encumbrances, to the
above - described real estate, and the Authority warrants and will
defend the same against all claims whatsoever not suffered or
caused by the acts or omissions of the Lessee.
Section 3. Rental Payments. (a) During the term of this
Lease, the Lessee agrees to pay rental for said premises as set
forth in Section 4 hereof. Such rental shall be paid from the Hall
of Fame Principal and Interest Account of the Redevelopment
District Bond Fund. All rentals payable under the terms of this
Lease shall be paid to the Trustee or to such other bank or trust
company as may from time to time succeed the Trustee under the
Trust Agreement. All payments so made shall be considered as
payments to the Authority of the rentals payable hereunder. The
Lessee shall receive credit for any Bond maturing within seven (7)
days of the date of the lease rental payment, at the face value
thereof, which the Lessee acquires and delivers to the Trustee as
a part of its lease rental payment; (b) as additional rental the
Lessee agrees to pay all fees, charges and reimbursement of
expenses of the Trustee under the Trust Agreement and all prudent
charges and expenses of the Authority incurred in the performance
of its obligations hereunder.
Section 4. Rental Payment Dates and Amounts.
(a) Century Center Portion. The first semiannual rental
installment for the Century Center Portion in the amount of Three
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L* Hundred Ninety -Seven Thousand Nine Hundred Fifty and 00 /100 Dollars
($397,950.00) shall be due on the day that the Century Center
Portion is completed and ready for use or January 28, 1996,
whichever is later. If completion is later than January 28, 1996,
the first installment shall be in an amount which provides for
rental at the rate specified in Exhibit C for the semiannual period
in which the Century Center Portion is completed and 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
for the Century Center Portion shall be payable in advance in
semiannual installments on January 28 and July 28 of each year as
provided for in the lease payment schedule attached hereto as
Exhibit C.
(b) Hall of Fame Portion. The first semiannual rental
installment for the Hall of Fame Portion in the amount of Five
Hundred,Ninety -Two Thousand Fifty and 00 /100 Dollars ($592,050.00)
shall be due on the day that the Hall of Fame Portion is completed
and ready for use or January 28, 1996, whichever is later. If
completion is later than January 28, 1996, the first installment
shall be in an amount which provides for rental at the rate
specified in Exhibit C for the semiannual period in which the Hall
of Fame Portion is completed and 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 for the Hall of
Fame Portion shall be payable in advance in semiannual installments
on January 28 and July 28 of each year as provided for in the lease
payment schedule attached hereto as Exhibit C.
The rental to be paid in semiannual installments by the
Lessee for the Century-Center Portion and the Hall of Fame Portion
and the combined rental to be paid in semiannual installments for
the Project are set forth on Exhibit C attached hereto.- The last
semiannual rental payment due before the expiration of this Lease
shall be adjusted to provide for rental at the amount specified for
the Project set forth on Exhibit C for the applicable semiannual
period prorated from the date such installment is due to the date
of the expiration of this Lease (without taking into account any
subsequent early termination of this Lease pursuant to Section 2
hereof).
After the sale of the Bonds issued by the Authority to
pay the cost of the completion of the Project and other expenses
incidental thereto, the first semiannual lease payment 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,
for the Project shall be reduced to an amount equal to the multiple
of One Thousand and 00 /100 Dollars ($1,000.00) next highest to the
highest sum of principal and interest due in any year ending on a
Bond maturity date on such Bonds plus Three Thousand and 00 /100
Dollars ($3,000.00), payable in equal semiannual installments.
_3 Such amount of reduced annual rental shall be endorsed on this
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Lease at the end hereof by the parties hereto as soon as the same
can be done after the sale of said Bonds, and such endorsement
shall be recorded as an addendum to this Lease.
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 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 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 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 thereunder as in effect on the date of delivery
of the 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 Bonds are issued and
to enter into covenants on behalf of the Lessee evidencing the
Lessee's commitments made herein.
Section 5. Abatement of Rent. In the event that all or
a portion of the Project shall be damaged or destroyed so as to
render the damaged or destroyed portion of the Project unfit for
its intended use, it shall then be the obligation of the Authority
to restore and reconstruct the damaged or destroyed portion of the
Project as promptly as may be done, unavoidable strikes and other
causes beyond the control of the Authority excepted, if, in the
opinion of an independent registered architect, registered
engineer, construction manager or contractor selected by the Lessee
and acceptable to the Trustee, (i) the cost of such restoration or
reconstruction does not exceed the amount of the proceeds received
by the Authority from the insurance provided for in Section 9
hereof plus other moneys available therefor and (ii) such
restoration or reconstruction can be completed within the period
of time covered by the rental value insurance provided for in
Section 9 hereof. If either or both conditions shall not exist,
the proceeds received from the insurance provided for in Section
9 hereof shall be applied to the option to purchase price provided
CW for in Section 14 hereof. The rental shall be abated pro rata for
the period during which the damaged or destroyed portion of the
Project is unfit for its intended use.
Section 6. Net Lease. It is expressly understood and
agreed that this Lease shall be what is known as a net lease (i.e.,
the rent being absolutely net to the Authority and that all other
expenses in connection with the Project of any nature whatsoever
shall be those of the Lessee) and that during the lease term the
Lessee shall be obligated to pay as its expenses without
reimbursement from the Authority all costs of taxes and
assessments, if any, and maintenance, operation and use in
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ANOIN
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connection with or relating to the Project, including but not
limited to all costs and expenses of all services, repair or
replacement of all parts of the Project or improvements of the
Project.
Section 7. Nonliability of Authority. The Authority
shall not be liable for damage caused by hidden defects or failure
to keep the Project in repair and shall not be liable for any
damage done or occasioned by or from plumbing, gas, water, or other
pipes or the bursting or leaking of plumbing or heating fixtures
in connection with said premises, nor for damage occasioned by
water, snow or ice. The Authority shall not be liable for any
injury to the Lessee or any sublessee of the Lessee or any other
person which injury occurs on, in or about the Project howsoever
arising. The Authority shall not be liable for damage to the
Lessee's property or to the property of any sublessee of the Lessee
or of any other person which may be located in, upon or about the
Project.
Section 8. Alterations. Lessee shall have the right,
without the consent of the Authority, to make all alterations,
modifications and additions and to do all improvements it deems
necessary or desirable to the Project, which do not reduce the
rental value of the Project.
Section 9. Insurance. The Lessee, at its own expense,
will, during the full term of the Lease, keep the Project insured
against physical loss or damage, however caused, with such
exceptions as are ordinarily required by insurers of properties of
a similar type, in good and responsible insurance companies
acceptable to the Authority. Such insurance shall be in an amount
at least equal to the greater of (i) the option to purchase price
or (ii) one hundred percent (100%) of the full replacement cost of
such Project as certified by a registered architect, a registered
engineer, or professional appraisal engineer, selected by the
Authority with the approval of the Trustee, on the effective date
of this Lease and on or before the first day of April of each year
thereafter; provided that such certification shall not be required
so long as the amount of such insurance shall be in an amount at
least equal to the option to purchase price. Such appraisal may
be based upon a recognized index of conversion factors. In no
event shall the insurance be in an amount which causes the Lessee
to be a co- insurer for the Project. Such insurance may contain a
provision for a deductible in an amount not exceeding $25,000.
Lessee agrees to pay the deductible amount of any loss to the
Authority. A blanket public institutional property insurance form
may be used if:
(a) the insurance on the Project is not less than the amount
required by this Section,
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(b) the Lessee
destruction
for damage
subordinates its claim for damage or
to other buildings or improvements to claims
or destruction of the Project, and
(c) the insurance proceeds related to damage to or
destruction of the Project are payable to the Trustee.
During the full term of this Lease, the Lessee will also, at its
own expense, maintain rental or rental value insurance in an amount
at least equal to the full rental specified in Section 4 for a
period of two (2) years against physical loss or damage of the type
insured against pursuant to the preceding requirements of this
Section. Such policies shall be for the benefit of and shall be
made payable to the Trustee.
Section 10. Use of Insurance and Condemnation Proceeds.
Proceeds of insurance against damage to or destruction of the
Project or proceeds of any condemnation of the Project shall be
paid to and held by the Trustee and used to pay for reconstruction
or replacement of the Project in accordance with plans approved by
the Authority and the Lessee, unless the Lessee elects to exercise
its option to purchase.
Section 11. Liability Insurance. The Lessee shall, at
all times during the full term of this Lease, keep in effect,
public liability and property damage insurance, insuring the
Lessee, the Authority and the Trustee in amounts customarily
carried for similar properties. Such insurance may be provided
under the public liability self insurance program of the City of
South Bend.
Section 12. General Insurance Provisions. All insurance
policies required by Sections 9 and 11, other than insurance
provided under the public liability self insurance program of the
City of South Bend, shall be with insurance companies rated B+ or
better by A.M. Best Company (or a comparable rating service if A.M.
Best company ceases to exist or rate insurance companies), and
shall be countersigned by an agent of the insurer who is a resident
of the State of Indiana, and such policies, or copies thereof, and
the certificate of the architect or engineer referred to in Section
9 shall be deposited with the Authority and the Trustee. If, at
any time, the Lessee fails to maintain insurance in accordance with
Sections 9 and 11, such insurance may be obtained by the Authority,
or may be obtained by the Trustee, and the amount paid for such
insurance shall be added to the amount of rental payable by the
Lessee under this Lease; provided, however, that neither the
Authority nor the Trustee shall be under any obligation to obtain
such insurance, and any action or non - action of the Authority or
Trustee in this regard shall not relieve the Lessee of any
consequences of a default in failing to obtain such insurance.
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Section 13. General Covenants. The Lessee shall not assign
this Lease. The Lessee covenants that, except for Permitted
Encumbrances, it will not encumber the Project, or permit any
encumbrance to exist thereon, and that it shall use and maintain
the Project in accordance with the laws and ordinances of the
United States of America, the State of Indiana, and all other
proper governmental authorities. The Authority agrees that it
will, at the request of the Lessee, execute and deliver to or upon
the order of the Lessee such instrument or instruments as may be
reasonably required by the Lessee in order to subject the Project,
or the Authority's interest therein, to such encumbrances as shall
be specified in such request and as shall be permitted by the
provisions of this Section 13 or otherwise by the definition of
"Permitted Encumbrances ".
Section 14. option to Purchase. The Authority hereby
grants Lessee the right and option, on any rental payment date,
upon thirty days' written notice to the Authority, to purchase the
Project at a price equal to the amount required to enable the
Authority to provide for the redemption of all outstanding Bonds,
all premiums payable on the redemption thereof, and accrued and
unpaid interest, and to pay the cost of redeeming the Bonds 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 Bonds, 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 Bonds
including all premiums payable on the redemption thereof and
accrued and unpaid interest.
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.
If the Lessee 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 conveying good and merchantable title thereto,
subject only to Permitted Encumbrances.
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Section 15. Defaults. If the Lessee shall (a) default in
the payment of any rentals or other sums payable to the Authority
hereunder, or in the payment of any other sum herein required to
be paid for the Authority, (b) fail to comply with the terms set
forth in the Lease Resolution, or (c) default in the observance of
any other covenant, agreement or condition hereof, and such default
under (c) shall continue for ninety (90) days after written notice
to correct the same, then, in any of such events, the Authority may
proceed to protect and enforce its rights, either at law or in
equity, by suit, action, mandamus or other proceedings, whether for
specific performance of any covenant or agreement contained herein
or for the enforcement of any other appropriate legal or equitable
remedy.
Section 16. Notices. Whenever either party shall be
required to give notice to the other under this Lease, it shall be
sufficient service of such notice to deposit the same in the United
States mail, in an envelope duly stamped, registered and addressed
to the other party at its last known place of business. A copy of
any notice shall be mailed by first -class mail to the Trustee at
its last known place of business.
Section 17. Construction of Covenants. All provisions
contained herein shall be construed in accordance with the
provisions of the Act and to the extent of inconsistencies, if any,
between the covenants and agreements in this Lease and the
provisions of the Act, the provisions of said Act shall be deemed
to be controlling and binding upon the parties.
Section 18. Successors or Assigns. All covenants of this
Lease, whether by the Authority or the Lessee, shall be binding
upon the successors and assigns of the respective parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Lease
to be executed for and on their behalf as of the day and year first
hereinabove written.
SOUTH BEND EDEVELOPMENT AUTHORITY
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By:`
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YrP14 W. Wroblewski, President
ATT T:
Donald K. Fewell, Secretary
ATTEST:
Theo F. Sharp, Secretary
9
By:
SOUTH BEND REDEVELOPMENT COMMISSION
Paula N. Auburn, President
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IN WITNESS WHEREOF, the parties hereto have caused this Lease
to be executed for and on their behalf as of the day and year first
hereinabove written.
SOUTH BEND REDEVELOPMENT AUTHORITY
By:
Joseph W. Wroblewski, President
ATTEST:
Donald K. Fewell, Secretary
ATTEST:
Theo F. Sha,p,.Secr tary
SOUTH BEND RED MENT CO ISSION
By: `
Roman J. Piase i, Vice President
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STATE OF INDIANA
COUNTY OF ST. JOSEPH
SS:
Before me, the undersigned, a Notary Public in and for said
State, personally appeared Joseph W. Wroblewski and Donald K.
Fewell, 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 day of ,
1993.
Adow
CL
'•, t q
rte,
� olnYYlission expires:
I a resident of
St. Joseph County,
Indiana
0
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(Writte Signature)
cf�� y� 'k, f9 // /S
(Printed Signature)
STATE OF INDIANA
COUNTY OF ST. JOSEPH
SS:
Before me, the undersigned, a Notary Public in and for said
State, personally appeared Roman J. Piasecki and Theo F. Sharp,
personally known by me to be the Vice 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 this 3'\.-A day of
1993.
(S L)
My commission expires:
G `), 1995
I aVa resident of
St. oseph County,
Indiana
('k� 4 ��' t::5�
(Written ignature)
(Printed Signature)
iThis instrument was prepared by Randolph R. Rompola, BAKER &
DANIELS, 205 West Jefferson Boulevard, South Bend, Indiana 46601.
rrrompola \sthbend \hallofam \lease \lease.hal;drf;12 -3-93
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I
EXHIBIT A
The encumbrances and exceptions to the title set forth on the
Policy of Title Insurance covering the real estate and improvements
thereon which are subject to the Lease to be provided at the time
the Bonds are delivered.
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EXHIBIT B
PROJECT DESCRIPTION
The Project consists of the following:
I. Hall of Fame Portion.
The Hall of Fame Portion consists of the construction and
equipping of the College Football Hall of Fame. The College
Football Hall of Fame will consist of two level with the first
level approximately Thirty -Five Thousand Nine Hundred Seventy -Five
(35,975) square feet and a second level of approximately Fifty -
Eight Thousand Four Hundred Eleven (58,411) square feet and a
tunnel which will connect the College Football Hall of Fame and the
Century Center of approximately Three Thousand Seven Hundred
(3,700) square feet. The College Football Hall of Fame will be
constructed and equipped on real estate acquired or to be acquired
by the Authority and more particularly described as follows:
1. Lots 44, 45, 46 and vacated East /West alley located
in the Northwest 1/4 of Section 12, Township 37
North, Range 2 East, City of South Bend, Portage
Township, St. Joseph County, Indiana. More
particularly described as follows:
Commencing at the Northwest corner of Section 12,
Twp. 37N, R. 2E. ; thence South 1230' (feet) along the
Section Line; thence East 1140' (feet) to the
Northwest corner of Lot 46, Plat of South Bend
(Original Town) , also being the point of beginning;
thence South 212.19' (feet) , (212' Plat) to the
Southwest corner of lot 44, including 14' (foot)
vacated alley; thence East 165.64' (feet) , (165'
Plat) to the Southeast corner of Lot 44, also being
the West R/W line of the North /South Service Drive;
thence North 212.09' (feet), (212.10' Plat), to the
Northeast corner of Lot 46; thence West along the
North Line of Lot 46 a distance of 165.17' (feet),
(165' Plat), back to the point of beginning.
2. Also the North /South Service Drive located in the
Plat of River Bend Addition to the City of South
Bend, Portage Township, St. Joseph County, Indiana.
More particularly described as follows:
Beginning at the Northeast corner of Lot 46, Plat
of South Bend (Original Town) ; thence south 212.09'
(feet), 212.10' Plat); thence East 40.16' (feet),
(40' Plat), to the Southwest corner of Lot 5, Plat
of River Bend Addition to the City of South Bend;
h thence North 212.06' (feet), (212.06' Plat) to the
Northwest Corner of Lot 5; thence West 40.04'
(feet), (40.00 Plat), back to the point of
beginning.
3. Also Lot 5, Plat of River Bend Addition to the City
of South Bend, Portage Township, St. Joseph County,
Indiana. More particularly described as follows:
Beginning at the Northwest Corner of Lot 5; thence
South 212.06' (feet), (212.06' Plat) to the
Southwest corner of Lot 5; thence East 128.02'
(feet), (127.52' Plat), to the Southeast corner of
Lot 5; thence North 211.991 (feet), (211.96' Plat)
along the West R/W line of South St. Joseph Street
to the Northeast corner of Lot 5; thence West
127.80' (feet), (127.67' Plat), along the South R/W
line of East Washington Street, back to the point
of beginning.
4. An easement located in the Northwest Quarter of
Section 12, Township 37 North, Range 2 East.
A permanent easement located in the 95' (foot)
right -of -way of St. Joseph Street, for construction,
maintenance and use as a pedestrian tunnel beneath
St. Joseph Street, connecting the College Football
Hall of Fame and the Century Center. Part of a
parcel of land as shown on the plat of River Bend
Addition to the City of South Bend, St. Joseph
County, Indiana, which is recorded in Plat Book 31,
Page "R" in the Office of the Recorder of St. Joseph
County, Indiana, more particularly described as
follows:
Commencing at the Northeast corner of Lot 5, River
Bend Addition to the City of South Bend; thence
South 32.95' (feet) along the West R/W line of St.
Joseph Street to the point of beginning; thence East
30' (feet) in St. Joseph Street; thence South 8'
(feet); thence East 65' (feet) to the East R/W line
of St. Joseph Street; thence South 60' (feet) along
the East R/W line of St. Joseph Street; thence West
65' (feet) in St. Joseph Street; thence South 8'
(feet) ; thence West 30' (feet) , to the West R/W line
of St. Joseph Street; thence North 76' (feet); back
to the point of beginning.
II. Century Center Portion.
The Century Center Portion consists of the acquisition
of and construction of improvements to the existing Century Center.
The improvements will consist of replacing certain portions of the
roof of the Century Center; renovations to exhibit and concourse
areas; installation of updated audio - visual equipment and security
Iand heating control systems; construction of an expansion to the
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Century Center consisting of a brick and glass enclosure of
approximately Six Thousand (6000) square feet additional square
feet to be located in the existing planter space in the exterior
front of the Century Center; and remodeling of office spaces and
stairwells. The Century Center Portion will be acquired and
improved and renovated on real estate acquired or to be acquired
by the Authority and more particularly described as follows:
A tract of land in the Northwest Quarter (1/4) Section
12 Township 37 North, Range 2 East, Portage Township,
City of South Bend, St. Joseph County, Indiana, more
particularly described as follows:
Beginning at a point on the East line of St. Joseph Street
96.25' South of the centerline of Jefferson Boulevard; thence
N 00' 24' 52" W on and along the East line of St. Joseph
Street 757.60' to the PC of a 615.46' radius curve to the
left; thence continuing on and along the East line on said
615.46' radius curve, a chord distance of 213.76' bearing N
10* 24' 52" W an arc distance of 214.84' to the PT of said
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curve; thence continuing on and along said East line of said
r
St. Joseph Street on a bearing of N 20° 24' 52" W a distance
of 32.55'; thence N 31° 13' 38" E, a distance of 49.29' to the
South line of Colfax Avenue; thence N 89* 39' 38" E on and
along the South line of Colfax Avenue a distance of 96.09 feet
to a point on the West water's edge of the St. Joseph River;
thence southerly and easterly along said West water's edge of
�►
the St. Joseph River; a distance of 85.191; thence S 45° 30'
56" W, a distance of 33.161; thence S 370 25' 58" E, a
distance of 3.87'; thence S 51° 28' 27" W, a distance of
22.70' thence S 42° 29" 3' E, a distance of 17.391; thence S
34° 46' 56" W, a distance of 2.91' thence S 130 59' 36" E, a
distance of 6.45'; thence S 14° 29' 46" E, a distance of 83.42
feet; thence S 46° 48' 33" W a distance of 93.841; thence S
42° 04' 22" E, a distance of 62.171; thence S 48° 02' 48" W,
a distance of 15.031; thence southerly and easterly along a
retaining wall a distance of 450.61'; thence S 71° 30' 02" E,
a distance of 124.871; thence S 60° 55' 27" E, a distance of
146.45'; thence S 42° 27' 53" E, a distance of 129.18'; thence
S 74° 24' 32" E, a distance of 111.26' to a point on the North
line of Jefferson Boulevard, the last four courses being along
the West water's edge of the St. Joseph River; thence S 890
40' 07" W a distance of 106.00'; thence N 00 19' 53" W a
distance of 1.25 feet to the PC of a 360.81' radius curve to
the left; thence on and along said 360.81' radius curve to the
left a chord distance of 316.42' bearing S 63° 39' 42" W, an
arc distance of 327.551; thence S 89° 38' 42" W, a distance
of 405.06' to the East line of St. Joseph Street, said point
being the place of beginnings. Said tract containing 282,700
square feet (6.72 Acres) more or less.
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LI Together with the improvements thereon
tenements, hereditaments, privileges,
appurtenances therein and thereto.
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and all rights,
easements, and
, {.
EXHIBIT C
LEASE PAYMENT SCHEDULE
I. Semiannual rental payments
due on January
28 and July 28
beginning on July 28, 1996,
through and including January 28,
2005, will be as follows:
Century Center Portion Hall of Fame Portion
Combined Rental
$ 300,000
$ 660,000
$ 960,000
II. Semiannual rental payments
due on January
28 and July 28
beginning on July 28, 2005,
through and including January 28,
2019, will be as follows:
Century Center Portion Hall of Fame Portion
Combined Rental
$ 300,000
$ 1,600,000
$ 1,900,000
rrrompola \sthbend \hallofam \lease \exhib it. c1;12 -1 -93