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HomeMy WebLinkAboutNo. 1118 authorizing issuance of bonds on parity with COSB redevelopment district tax increment revenue bonds of 1985, 1986, 1988 for the purpose of raising money for redevelopment in the SBCAARESOLUTION NO. 1118 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION AUTHORIZING THE ISSUANCE OF BONDS ON PARITY WITH THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1985, THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1986 AND THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1988 FOR THE PURPOSE OF RAISING MONEY FOR REDEVELOPMENT IN THE SOUTH BEND CENTRAL ALLOCATION AREA 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 IC 36 -7 -14, as amended from time to time (the "Act "); and WHEREAS, the Commission, in accordance with the Act and f former redevelopment law, adopted Resolution No. 737 on May 10, 1985, ( "Declaratory Resolution "), which declared an area as more particularly described on the map attached hereto and incorporated herein as Exhibit A (such area is hereinafter referred to as the "South Bend Central Development Area ") in the South Bend Redevelopment District (the "Redevelopment District "), which is a special taxing district having the same boundaries as the City of South Bend, Indiana (the "City ") , to be blighted within the meaning of the Act or such former redevelopment law and determined that it would be of public utility and benefit to acquire such area and redevelop it pursuant to the South Bend Central Development Plan, South Bend, Indiana; and WHEREAS, Resolution No. 737 was amended by Resolution No. 834, adopted by the Commission on March 11, 1988, and confirmed by Resolution No. 836, adopted by the Commission on April 15, 1988, which resolutions expanded the South Bend Central Development Area by adding Expansion Area No. 1; and WHEREAS, Resolution No. 737 was further amended by Resolution No. 893, adopted by the Commission on October 27, 1989, which resolution expanded the South Bend Central Development Area by adding Expansion Area No. 2 and Expansion Area No. 3; and WHEREAS, the Commission, by adoption of Resolution No. `✓ 737, established the South Bend Central Allocation Area (South Bend Allocation Area No. 1A) (the "Allocation Area ") which Allocation Area has also been expanded so that the boundaries of the Allocation Area are coterminous with the South Bend Central Development Area; and WHEREAS, the Commission, in accordance with the Act has previously established the South Bend Central Allocation Area (South Bend Allocation Area No. 1A) Special Fund (the "Allocation p + Fund "); and WHEREAS, the Allocation Area consists of the following parcels and expansion areas with base assessment dates for allocation of taxes on real property in such parcels and expansion areas as follows: Parcel 1 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1980; Parcel 2 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1983; Parcel 3 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1981; Parcel 4 is an area within the Allocation Area as more particularly described in Exhibit B j attached hereto and incorporated herein with the base assessment date of March 1, 1981; Parcel 5 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1985; Parcel 6 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1985; Parcel 7 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1985; Parcel 8 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1985; 2 Expansion Area No. 1 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1988; Expansion Area No. 2 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1989; Expansion Area No. 3 is an area within the Allocation Area as more particularly described in Exhibit B attached hereto and incorporated herein with the base assessment date of March 1, 1989; and WHEREAS, with regard to taxes levied on real property in the Allocation Area, property tax proceeds in excess of those attributable to the lesser of: (a) the assessed value of the property for the assessment date with respect to which the allocation and distribution is made; or (b) the net assessed value of all property as finally determined for the base assessment date of the allocation provisions of the pertinent declaratory resolutions establishing the individual parcels within the Allocation Area, as adjusted under Section 39(h) of the Act; shall be allocated to the Redevelopment District and, when collected, paid into the Allocation Fund, and may be used by the Commission only to do one (1) or more of the following: (a) Pay the principal and interest on any obligations payable solely from allocated tax proceeds which are incurred by the Redevelopment District for the purpose of financing or refinancing the redevelopment of the Allocation Area. (b) Establish, augment, or restore the debt service reserve for Bonds payable solely or in part from allocated tax proceeds in the Allocation Area; K (c) Pay the principal of and interest on Bonds payable from allocated tax proceeds in the Allocation Area and from the special tax levied under Section 27 of the Act; (d) Pay the principal of and interest on Bonds issued by the City to pay for local public improvements in the Allocation Area; (e) Pay premiums on the redemption before maturity of Bonds payable solely or in part from allocated tax proceeds in the Allocation Area; (f) Make payments on leases payable from allocated tax proceeds in the Allocation Area under Section 25.2 of the Act; (g) Reimburse the City for expenditures made by it for local public improvements (which include buildings, parking facilities, and other items described in Section 25. 1(a) of the Act) within the Allocation Area; (h) Reimburse the City for rentals paid by it for a building or parking facility in the Allocation Area under any lease entered into under IC 36 -1 -10; (i) Pay expenses incurred by the Commission for local public improvements that are located in or serving the Allocation Area. Public improvements include buildings, parking facilities, and other items described in Section 25.1(a) of the Act; or (j) Pay all or a portion of a property tax replacement credit to taxpayers in the Allocation Area; Provided, however, that if further uses of property tax proceeds allocated to the Allocation Fund are authorized or permitted by amendment to the Act, including IC 36- 7- 14 -39, those uses shall also be authorized or permitted for property tax proceeds allocated to the Allocation Fund; and WHEREAS, the Commission has heretofore issued certain Tax Increment Revenue Bonds in the aggregate principal amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00), designated Tax Increment Revenue Bonds of 1985 (the "Series 1985 Bonds ") issued pursuant to Resolution No. 747 and Amending 4 `s Resolutions Nos. 752, 755 and 756 (Resolution No. 747, as amended, shall hereinafter be referred to as the "Series 1985 Bond Resolution ") , adopted August 23, 1985, November 18, 1985, November 22, 1985 and December 20, 1985, respectively, which bonds in the amount of Three Million Eight Hundred Seventy -Five Thousand and 00/100 Dollars ($3,875,000.00) are outstanding as of December 1, 1992, and mature in various amounts annually on February 1, of each year through and including February 1, 2003; and WHEREAS, the Commission has heretofore issued certain tax increment revenue bonds in the aggregate principal amount of One Million Seven Hundred Fifty Thousand and 00 /100 Dollars ($1,750,000.00), designated Tax Increment Revenue Bonds of 1986 (the "Series 1986 Bonds "), issued pursuant to Resolution No. 775 and Amending Resolutions Nos. 779 and 780 (Resolution No. 775, as amended, shall hereinafter be referred to as the "Series 1986 Bond Resolution "), adopted May 23, 1986, July 11, 1986, and July 25, 1986, respectively, which Bonds in the amount of One Million Seven Hundred Thousand and 00 /100 Dollars ($1,700,000.00) are outstanding as of December 1, 1992, and mature in various amounts annually on February 1 of each year through and including February 1, 2004; and WHEREAS, the Commission has heretofore issued certain Tax Increment Revenue Bonds in the aggregate principal amount of One Million Eight Hundred Thousand and 00 /100 Dollars ($1,800,000.00), designated Tax Increment Revenue Bonds of 1988 (the "Series 1988 Bonds "), issued pursuant to Resolution No. 819 (the "Series 1986 Bond Resolution ") adopted November 12, 1987, which Bonds in the amount of One Million Eight Hundred Thousand and 00/100 Dollars ($1,800,000.00) are outstanding as of December 1, 1992 and will mature in various amounts annually on February 1 of each year beginning on February 1, 1993, through and including February 1, 2004; and WHEREAS, the Series 1985 Bond Resolution, the Series 1986 Bond Resolution and the Series 1988 Bond Resolution, authorizing the issuance of the Series 1985 Bonds, the Series 1986 Bonds and the Series 1988 Bonds, respectively, provide at Section 6 that the Redevelopment District reserves the right to authorize and issue additional bonds ( "Parity Bonds ") , payable out of Tax Increment (as hereinafter defined), ranking on a parity with the Series 1985 Bonds, the Series 1986 Bonds and the Series 1988 Bonds for the purpose of raising money for future property acquisition or redevelopment in the Allocation Area; and ce WHEREAS, Section 6 of the Series 1985 Bond Resolution, the Series 1986 Bond Resolution and the Series 1988 Bond Resolution provide that the authorization and issuance of Parity Bonds shall be subject to the following conditions precedent: 5 (a) All interest and principal payments with s respect to all bonds payable from the Tax Increment shall be current to date in accordance with the terms thereof with no payment in arrears. (b) The balance in the Reserve Account shall equal the Debt Service Reserve Requirement. (c) The Commission shall have received a certificate prepared by an independent certified public accountant or an independent financial consultant ( "Certifier ") certifying that the Tax Increment estimated to be received in each succeeding year, adjusted as provided below, is estimated to be equal to at least one hundred fifty percent (150 %) of the principal and interest requirements for each respective year during the term of the Bonds with respect to the Bonds and the Parity Bonds. In estimating the Tax Increment to be received in any future year, the Certifier shall base his calculation on assessed valuation actually assessed or to be assessed as of the assessment date immediately preceding the issuance of the Parity Bonds; provided, however, the Certifier shall adjust such assessed values for the current and future reductions of real property tax abatements granted to property owners in the Allocation Area. No increase in the Tax Increment to be received in any future year shall be assumed which results from projected inflation in property values or projected increases in property tax rates; and WHEREAS, the Controller of the City of South Bend ( "Controller ") has provided the Commission with a statement, attached hereto as Exhibit C and incorporated herein, representing that all interest and principal payments with respect to all bonds payable from the Tax Increment are current to date in accordance with the terms thereof with no payment in arrears and that the current balance in the Reserve Account established by the Series 1985 Bond Resolution equals the Debt Service Reserve Requirement for the Series 1985 Bonds, the 1986 Series Bonds and the Series 1988 Bonds; and 0 WHEREAS, the Commission shall deposit into the Reserve Account from the proceeds to be received from the sale of the Series 1992 Bonds (as hereinafter defined) an amount which when combined with available monies of the Commission and added to the balance in the Reserve Account shall make the balance in the Reserve Account equal to the Debt Service Reserve Requirement as calculated for the Series 1985 Bonds, the Series 1986 Bonds, the Series 1988 Bonds and the Parity Bonds authorized by this Series 1992 Bond Resolution ( "the Series 1992 Bonds "), provided that such amount of bond proceeds shall not exceed the least of: (a) the maximum annual debt service on the Bonds; (b) one hundred twenty -five percent (125%) of the average annual debt service on the Bonds; and (c) ten percent (10 %) of the proceeds of the Bonds (within the meaning of Section 148(d) of Code); and WHEREAS, the Commission has received a certificate prepared by Municipal Consultants, an independent financial Ark consultant that is acting as the Certifier, attached hereto as Exhibit D and incorporated herein, certifying that the Tax Increment estimated to be received in each succeeding year as provided herein, is estimated to be equal to at least one hundred fifty percent (150 %) of the principal and interest requirements for each respective year during the terms of the Series 1985 Bonds, the Series 1986 Bonds, the Series 1988 Bonds and the Series 1992 Bonds (the Series 1985 Bonds, the Series 1986 Bonds, the Series 1988 Bonds and the Series 1992 Bonds shall hereinafter collectively be referred to as the "Bonds "), the estimate and calculation of Municipal Consultants being made in full accord with the terms and conditions of Section 6(c) of the Series 1985 Bond Resolution, the Series 1986 Bond Resolution and the Series 1988 Bond Resolution as set out hereinabove; and WHEREAS, the Commission now representations of the Controller and set forth in the above - described Consultants; and approves and confirms the the findings and estimates certificate of Municipal WHEREAS, the Commission now determines that based on the representations, findings and certificate referred to hereinabove, ` the conditions precedent as provided for in Section 6 of the Series 1985 Bond Resolution, the Series 1986 Bond Resolution and the Series 1988 Bond Resolution are met and it is authorized to issue the Series 1992 Bonds in an aggregate principal amount of Two Million Nine Hundred Thousand and 00 /100 Dollars ($2,900,000.00) which shall be payable solely out of taxes on real property located 7 in the Allocation Area, allocated and deposited in the Allocation Fund pursuant to the provisions of Section 39 of the Act and proceeds from the sale or leasing of property in the Allocation rr Area under Section 22 of the Act deposited in the Allocation Fund as required by Section 26 of the Act (these sources of revenues that will be used for payments of the Bonds shall hereinafter be referred to as the "Tax Increment ") and WHEREAS, on September 18, 1992, the Commission adopted its Resolution No. 1098 (the "Preliminary Bond Resolution ") authorizing the issuance and sale of the negotiable Bonds of the City of South Bend Redevelopment District, in one or more series or issues, the principal of and interest on which are payable solely from taxes on real property in the Allocation Area allocated and deposited in the Allocation Fund pursuant to Section 39 of the Act and proceeds from the sale or leasing of property in the Allocation Area under Section 22 of the Act deposited into the Allocation Fund as required by Section 26 of the Act (the "Tax Increment "), which Preliminary Bond Resolution provided that the Bonds shall be issued in the name of the City, for and on behalf of the Redevelopment District, in an aggregate principal amount not to exceed Three Million and 00 /100 Dollars ($3,000,000.00) and which amount (together with investment earnings thereon in the approximate amount of Twenty -Five Thousand and Six Hundred and 00/100 Dollars ($25,600.00) does not exceed the cost of redevelopment in the Allocation Area relating to certain costs that will be incurred in connection with the College Football Hall of Fame Project (the "Project "), together with the sums sufficient to pay the estimated cost of all expenses reasonably incurred in connection with redevelopment in the Allocation Area related to the Project, including the total cost of all reasonable and necessary architectural, engineering, legal, financing, accounting, bond discount and supervisory expenses, capitalized interest and a debt service reserve for the Bonds as provided herein, together with the expenses in connection with the issuance of the Bonds therefore; and WHEREAS, the Commission published or caused to be published a Notice to Taxpayers Regarding Determination to Issue Bonds of the Redevelopment District of the City of South Bend, following which publication a petition objecting to the proposed issuance of the Bonds was filed with the St. Joseph County Auditor in accordance with IC 6- 1.1 -20 -5 on October 6, 1992; and WHEREAS, the State Board of Tax Commissioners (the "Board ") directed that a hearing occur in the Redevelopment District which hearing was held on November 5, 1992, regarding the objecting petition following which hearing and the affirmative recommendation of the Local Government Tax Control Board, the Board approved the issuance of the Bonds on December 2, 1992; and Es? WHEREAS, the Commission now further determines that the issuance of Series 1992 Bonds in the aggregate principal amount of Two Million Nine Hundred Thousand and 00/100 Dollars ($2,900,000.00) is necessary in order to provide funds for payment of redevelopment in the Allocation Area related to the Project. NOW THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission, as follows: SECTION 1. For the purpose of raising money to pay the cost of redevelopment in the Allocation Area together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with the redevelopment in the Allocation Area related to the Project, including the total cost of all necessary architectural, engineering, legal, accounting, advertising, bond discount and supervisory expenses, a debt service reserve and capitalized interest as provided herein together with the expenses in connection with the issuance of the Series 1992 Bonds, the City acting for and on behalf of the Redevelopment District, shall make a loan in the amount of Two Million Nine Hundred Thousand and 00/100 Dollars ($2,900,000.00). In order to procure funds for said loan, the Controller is hereby authorized and directed to have prepared and issue and sell negotiable bonds of the Redevelopment District, which bonds shall be issued in the name of the City and which shall be designated "City of South Bend Redevelopment District Tax Increment Revenue Bond of 1992" in an aggregate principal amount of Two Million Nine Hundred Thousand and 00 /100 Dollars ($2,900,000.00), and which amount does not exceed the total, as estimated by the Commission, of all expenses reasonably to be incurred in connection with redevelopment in the Allocation Area related to the Project, including the total cost of all reasonable and necessary architectural, engineering, legal, financing, accounting, advertising, bond discount and supervisory expenses, capitalized interest and a debt service reserve for the Bonds as provided herein, together with the expenses in connection with or on account of the issuance of the Bonds therefor, excluding those costs paid for out of the proceeds derived from the sale of the Series 1985 Bonds, Series 1986 Bonds and the Series 1988 Bonds. The Series 1992 Bonds shall not constitute a corporate obligation or indebtedness of the City, but the same shall be an obligation of the Redevelopment District and shall be payable solely out of the Tax Increment. The Series 1992 Bonds shall be issued in fully registered form in denominations of not less than One Hundred Thousand and 00/100 Dollars ($100,000.00) or in integral multiples thereof (the "Authorized Denominations ") not exceeding the aggregate principal amount of the Series 1992 Bonds maturing in any year, shall be numbered consecutively from 92R -1 upwards and shall bear interest at a rate or rates not exceeding eight percent (8 %) per annum (the exact rate or rates to be 0 determined by negotiation), which interest shall be payable on the first day of August, 1993, and semiannually thereafter, on February 1st, and August 1st of each year. Interest shall be calculated on r the basis of twelve (12 ) thirty ( 3 0 ) day months for a three hundred sixty (360) day year. The Series 1992 Bonds shall mature and be payable on February 1st, in the years and amounts as follows: Year Amount Year Amount 1998 $ 50,000.00 1999 50,000.00 2000 50,000.00 2001 100,000.00 2002 100,000.00 2003 100,000.00 2004 100,000.00 2005 200,000.00 2006 $200,000.00 2007 200,000.00 2008 200,000.00 2009 300,000.00 2010 300,000.00 2011 300,000.00 2012 300,000.00 2013 350,000.00 The Series 1992 Bonds are subject to redemption prior to maturity as provided in Section 2 below. 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 Series 1992 Bond Resolution shall hereinafter be referred to as the "Registrar ") for the Series 1988 Bonds and is hereby charged with the responsibility of authenticating the Series 1992 Bonds. The Registrar shall keep and maintain at its principal office books for the registration and for the transfer of the Series 1992 Bonds (the "Series 1992 Bond Register ") . The Controller 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. The principal of and premium, if any, on the Series 1992 Bonds shall be payable at the principal office of Norwest Bank Indiana, N.A., which is hereby appointed as the Paying Agent ( Norwest Bank Indiana, N.A., and any subsequent Paying Agent appointed pursuant to this Series 1992 Bond Resolution shall hereinafter be referred to as the "Paying Agent ") for the Series 1992 Bonds. Interest on the Series 1992 Bonds shall be paid by check or draft mailed or delivered to the registered owners of the Series 1992 Bonds at the address as it appears on the Series 1992 Bond Register as of the fifteenth (15th) day of the month immediately preceding the interest payment date or at such other address as provided to the Paying Agent in writing by such registered owners. All payments on the Series 1992 Bonds shall be 10 made in lawful money of the United States of America. The Controller is hereby authorized and directed, on behalf of the Commission, to enter into such agreements or understandings with the Paying Agent as will enable it to perform the services required of a paying agent, and is directed to pay the Paying Agent for its services out of available funds. The Registrar or the Paying Agent may at anytime 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 the Series 1992 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 notify each registered owner of Series 1992 Bonds then outstanding by first -class mail of the removal of the Registrar or Paying Agent. Notices to registered owners of Series 1992 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 Series 1992 Bond Register. Any predecessor Registrar shall deliver all the Series 1992 Bonds in its possession and the Series 1992 Bond Register to the successor Registrar and any predecessor Paying Agent shall deliver all the cash in its possession to the successor Paying Agent. The Series 1992 Bonds shall be executed in the name of the City, acting for and on behalf of the Redevelopment District, 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 on each of the Series 1992 Bonds. Subject to the provisions for registration, the Series 1992 Bonds shall be negotiable under the laws of the State of Indiana. The Series 1992 Bonds shall be authenticated with the manual signature of an authorized representative of the Registrar, and no Series 1992 Bond shall be valid or obligatory for any purpose until the certificate of authentication on such Series 1992 Bond shall have been so executed. SECTION 2. The Series 1992 Bonds are subject to redemption at the option of the Commission, on August 1, 1993, and on each succeeding February 1 and August 1 thereafter, as a whole or in part from time to time, (only in Authorized Denominations), in any order of maturity selected by the Commission and by lot (in such manner as the Registrar shall determine) within a maturity, at face value plus interest accrued on the Bonds so redeemed to the 11 date fixed for redemption, and without premium. The Series 1992 Bonds so redeemed shall be redeemed on such redemption date at a CW price of one hundred percent (100 %) of the principal amount of the Series 1992 Bonds outstanding to be redeemed plus accrued interest to the redemption date on the principal amount to be redeemed, and without premium. Unless waived by any holder of Series 1992 Bonds to be redeemed, official notice of any such redemption shall be given by the Registrar on behalf of the Commission identifying the Series 1992 Bonds, by mailing a copy of an official redemption notice by registered or certified mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Series 1992 Bond or Series 1992 Bonds to be redeemed at the address as is furnished in writing by such registered owner to the Registrar; provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any Series 1992 Bond shall not affect the validity of any proceedings for the redemption of other Series 1992 Bonds. All official notices of redemption shall be dated and shall state: AM (1) The redemption date; (2) The redemption price; (3) If less than all outstanding Series 1992 Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Series 1992 Bonds to be redeemed; (4) That on the redemption date the redemption price will become due and payable upon each such Series 1992 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 Series 1992 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 Series 1992 Bonds. ArN 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 Series 1992 Bonds or portions of the Series 1992 Bonds which are to be redeemed on that date. 12 r Official notice of redemption having been given as aforesaid, the Series 1992 Bonds or portions of the Series 1992 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 Series 1992 Bonds or portions of the Series 1992 Bonds shall cease to bear interest. Upon surrender of such Series 1992 Bonds for redemption in accordance with said notice, such Series 1992 Bonds shall be paid by the Paying Agent at the redemption price. Series 1992 Bonds redeemed in part may be exchanged for a Series 1992 Bond or Series 1992 Bonds of the same maturity in the Authorized Denominations equal to the remaining principal amount. In addition to the foregoing notice, further notice may be given by the Registrar as it deems appropriate by mail, publication or otherwise to registered securities depositories, national information services or others containing the above information and such further information as the Registrar may deem appropriate, but no defect in said further notice, nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above described. SECTION 3. The form and tenor of the Series 1992 Bonds shall be substantial as follows (all blanks to be property completed prior to the printing of the Series 1992 Bonds): UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF ST. JOSEPH NO. 92- $ CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BOND OF 1992 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 "), acting for and on behalf of the South Bend Redevelopment District (a special taxing district having the same boundaries as the City), for value received, hereby promises to pay to the Registered Owner stated above, or registered assigns, but solely from taxes on real property located in the South Bend Central Allocation Area (South Bend Allocation Area No. 1A) (the "Allocation Area ") allocated and deposited in the South Bend Central Allocation Area (South Bend Allocation Area No. 1A) Special Fund (the "Allocation Fund ") pursuant to the provisions of IC 36- 7 -14 -39 and proceeds from sale or leasing of property in the Allocation Area under IC 36- 7 -14 -22 deposited in the Allocation Fund as required by IC 36- 7 -14 -26 (these sources of revenues that will be used for payments of the Bonds shall hereinafter be referred to as the "Tax Increment "), the Principal Sum stated above, on the Maturity Date stated above and interest on said Principal Sum to the Registered Owner of this Bond 13 until the City'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 to which interest had been paid next preceding the date of authentication of this Bond, unless this Bond is authenticated on or before July 15, 1993, in which case the interest shall be paid from such interest payment date. Interest is payable August 1, 1993, and semiannually thereafter on February 1, and August 1, of each year by check or draft. Interest shall be calculated on the basis of twelve (12) thirty (30) day months for a three hundred sixty (360) day year. The principal of and premium, if any, on this Bond are payable at the principal office of Norwest Bank Indiana, N.A., South Bend, Indiana, as Paying Agent (which term shall include any successor Paying Agent). Interest on this Bond 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., as Registrar (which term shall include any successor Registrar) for the registration and for the transfer of the Bonds (the "Series 1992 Bond Register') as of the fifteenth (15th) day of the month immediately preceding the interest payment date or at such other address as provided to the Paying Agent in writing by the Registered Owner. All payments on this Bond shall be made in lawful money of the Untied States of America. THIS BOND, TOGETHER WITH INTEREST THEREON, DOES NOT CONSTITUTE A CORPORATE OBLIGATION OR INDEBTEDNESS OF THE CITY OF SOUTH BEND, BUT THE SAME IS AN OBLIGATION OF THE SOUTH BEND REDEVELOPMENT DISTRICT, WHICH IS A SPECIAL TAXING DISTRICT HAVING THE SAME BOUNDARIES AS THE CITY OF SOUTH BEND, AND IS PAYABLE SOLELY OUT OF THE TAX INCREMENT. SUBJECT TO THE PROVISIONS FOR REGISTRATION, THIS BOND IS NEGOTIABLE UNDER THE LAWS OF THE STATE OF INDIANA. This Bond is one of an authorized issue of Bonds of the South Bend Redevelopment District in the aggregate principal amount of Two Million Nine Hundred Thousand and 00 /100 Dollars ($2,900,000.00), numbered consecutively from 92R -1 upwards, issued pursuant to a resolution entitled 'A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION AUTHORIZING THE ISSUANCE OF BONDS ON PARITY WITH THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1985, THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1986 AND THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1988 FOR THE PURPOSE OF RAISING MONEY FOR REDEVELOPMENT IN THE SOUTH BEND CENTRAL ALLOCATION AREA," being Resolution No. 1118 (the 'Series 1992 Bond Resolution ") adopted by the South Bend Redevelopment Commission (the "Commission ") on December 4, 1992, and in strict compliance with IC 36 -7 -14, for the purpose of raising money to pay for the cost of redevelopment in the Allocation Area related to the College Football Hall of Fame Project (the "Project "), together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with redevelopment in the Allocation Area related to the Project, including all necessary architectural engineering, legal, accounting, advertising, bond discount and supervisory expense, a debt service reserve and capitalized interest, as provided in the Series 1992 Bond Resolution, together with the expenses in connection with the issuance of the Bonds, all as described in the Series 1992 Bond Resolution. Reference is hereby made to the Series 1992 Bond 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 4� the provisions of the Series 1992 Bond Resolution to which the holder hereof by the acceptance of this Bond assents. Bonds of this issue are subject to redemption at the option of the Commission beginning on August 1, 1993, and on each succeeding February 1 and August 1 thereafter, as a whole or in part from time to time (only in Authorized Denominations) in any order of maturity selected by the Commission and by lot (in such manner as the Registrar shall determine) within a maturity, at face 14 value plus interest accrued on the Bonds so redeemed to the date fixed for redemption, and without premium. 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 thirty (30) days and not more than sixty (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 Series 1992 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 Bond 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. The principal of and premium, if any, and interest on this Bond and all other bonds of the Series 1992 Bond issue and (1) certain Tax Increment Revenue Bonds of 1985 issued on December 23, 1985 in the aggregate principal amount of Four Million Two Hundred Thousand and 00 /100 ($4,200,000.00) pursuant to Resolution No. 747 and Amending Resolutions Nos. 752, 755 and 756 adopted August 23, 1985, November 18, 1985, November 22, 1985, and December 20, 1985, respectively, which Bonds in the amount of Three Million Eight Hundred Seventy - Five and 00 /100 Dollars ($3,875,000.00) are outstanding as of December 1, 1992, and will mature in various amounts annually on February 1 of each year through and including February 1, 2003; (2) certain Tax Increment Revenue Bonds of 1986 issued on August 12, 1986, in the aggregate principal amount of One Million Seven Hundred Fifty Thousand and 00 /100 Dollars ($1,750,000.00) pursuant to Resolution No. 775 and Amending Resolutions Nos. 779 and 780 adopted May 23, 1986, July 11, 1986 and July 25, 1986, respectively, which Bonds in the amount of One Million Seven Hundred Thousand and 00 /100 Dollars ($1,700,000.00) are outstanding as of December 1, 1992, and will mature in various amounts annually on February 1 of each year through and including February 1, 2004; (3) certain Tax Increment Revenue Bonds of 1988 issued on February 24, 1988, in the aggregate principal amount of One Million Eight Hundred Thousand and 00/100 Dollars ($1,800,000.00) pursuant to Resolution No. 819 adopted on November 12, 1987, which Bonds in the amount of $1,800,000.00 are outstanding as of December 1, 1992 and will mature at various amounts annually on February 1 of each year beginning on February 1, 1993, through and including February 1, 2005; and (4) any bonds hereafter issued ranking on a parity herewith are payable solely out of the Tax Increment. In the manner provided in the Series 1992 Bond Resolution, the Series 1992 Bond Resolution and the rights and obligations of the Commission and of the owners of the Bonds may (with certain exceptions as stated in the Series 1992 Bond Resolution) be modified or amended with the consent of the owners of sixty percent (60 %) in aggregate principal amount of outstanding Bonds exclusive of Bonds, if any, owned by the Commission or the City. Additional Bonds ranking on a parity with the Bonds authorized by the Series 1992 Bond Resolution and other bonds, junior to the Bonds authorized by the Series 1992 Bond Resolution, can be issued in accordance with the terms of the Series 1992 Bond Resolution. 15 This bond is transferable or exchangeable only upon the Series 1992 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. Bonds shall not be sold or transferred in principal amounts of less than One Hundred Thousand and 00 /100 Dollars ($100,000.00) without the opinion of counsel that the sale conforms to securities laws. 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 to the exchange. The Registrar shall not be required to transfer or exchange this bond if it has been called for redemption or during the period from the fifteenth (15th) day of any calendar month immediately preceding an interest payment date to such interest payment 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. The bonds maturing in any one year are issuable in fully registered form in denominations of not less than One Hundred Thousand and 00 /100 Dollars ($100,000.00) or any integral multiples thereof not exceeding the aggregate principal amount of the bonds maturing in such year. i 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 City, acting for and on behalf of the South Bend Redevelopment 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 Series 1992 Bond 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 maybe, 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 to be notified, if then outstanding, 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 16 registered owners as they appear in the registration books kept by the Registrar. If this bond or a portion thereof shall have become due and payable in accordance with its terms or shall have been duly called for redemption or s irrevocable instructions to call this bond or a portion thereof for redemption shall be given, and the whole amount of the principal of the premium, if any, and interest, so due and payable upon all of this bond or a portion thereof 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 South Bend Redevelopment District. 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 issuance of this Bond by the South Bend Redevelopment District does not cause any constitutional or statutory limitation of indebtedness to be exceeded. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Series 1992 Bond Resolution authorizing this Bond until this bond shall have been hereinbelow endorsed manually by 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, and has caused the seal of said City to be impressed or a facsimile thereof to be printed hereon. CITY OF SOUTH BEND, INDIANA By: (Facsimile) Mayor (Seal of the City) ATTEST: (Facsimile) Controller Registrar's Certificate of Authentication This Bond is one of the Bonds described in the within mentioned Series 1992 Bond Resolution. , as Registrar 17 By: Authorized Representative d The following abbreviations, when used in the inscription of the face of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: list. TEN. COM. as tenants in common TEN. ENT. as tenants by the entireties JT. TEN. as joint tenants with the right of survivorship and not as tenants in common UNIF. GIFT MIN. ACT Custodian (Gust.) (Minor) under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used although not in the above Assignment For value received, the undersigned hereby sells and transfers unto (Please print or typewrite name and address and social security number of transferee.) this bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney, to transfer this bond on the books kept for the registration hereof with full power of substitution in the premises. Date: Registered Owner (Notice: The signature above must correspond with the name of the Registered Owner as it appears on the front of this bond in every particular without alteration or enlargement or any change whatsoever.) Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. SECTION 4. The Series 1992 Bonds shall be dated as of the first day of the month in which the Series 1992 Bonds are to be delivered ( "Original Date of the Series 1992 Bonds ") and each Series 1992 Bond shall also bear the date of its authentication. "M Series 1992 Bonds authenticated on or before July 15, 1993, shall be dated the Original Date of the Series 1992 Bonds. Series 1992 CW Bonds authenticated after July 15, 1993, shall be dated and pay interest from the interest payment date to which interest had been paid immediately preceding the date of authentication of such Series 1992 Bonds unless the Series 1992 Bonds are authenticated between the fifteenth (15th) day of the month preceding an interest payment date and the interest payment date, in which case such Series 1992 Bond shall be dated and interest thereon shall be paid from the next succeeding interest payment date. Principal of the Series 1992 Bonds shall, subject to redemption pursuant to Section 2 hereof, fall due on such dates in such amounts as correspond to the amount and dates of maturities set forth in Section 1 hereof. Each Series 1992 Bond shall be transferable or exchangeable only upon the Series 1992 Bond Register by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such Series 1992 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 Series 1992 Bond or Series 1992 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 shall not be sold or transferred in principal amounts of less than One Hundred Thousand and 00 /100 Dollars ($100,000.00) without j the opinion of counsel that the sale or transfer conforms to securities laws. Series 1992 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 Series 1992 Bond called for redemption or during the period from the fifteenth (15th) day of any calendar month immediately preceding an interest payment date to such interest payment date. The City, the Commission, the Registrar and the Paying Agent may treat and consider the person in whose name such Series 1992 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 Series 1992 Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new Series 1992 Bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed, which new Series 1992 Bond shall be marked in a manner to distinguish it from the series 1992 Bond for which it was issued, provided that, in the case of any mutilated Series 1992 Bond, such mutilated Series 1992 Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed Series 1992 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 19 Registrar, together with indemnity satisfactory to them. In the event any such lost, stolen or destroyed Series 1992 bond shall have matured, instead of issuing a duplicate Series 1992 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 Series 1992 Bond with their reasonable fees and expenses in connection with the above. Every substitute Series 1992 Bond issued by reason of any Series 1992 Bond being lost, stolen or destroyed shall, with respect to such Series 1992 Bonds, constitute a substitute contractual obligation of the City, acting for and on behalf of the South Bend Redevelopment District, whether or not the lost, stolen or destroyed Series 1992 Bond shall be found at any time, and shall be entitled to all the benefits of this Series 1992 Bond Resolution, equally and proportionately with any and all other Series 1992 Bonds duly issued hereunder. SECTION 5. The Controller, the Commission and the Department covenant and agree to cause to be kept and maintained those accounts in the Allocation Fund created by Section 5 of the Series 1985 Bond Resolution and continued by the Series 1986 Bond Resolution, the Series 1988 Bond Resolution and continued hereby, those accounts being the Tax Increment Revenue Account, the Bond Principal and Interest Account, the Reserve Account and the General Account. On January 15, 1993, and each January 15th thereafter, all monies in the Tax Increment Revenue Account shall be set aside in the respective special accounts within the Allocation Fund, in the following order of priority: (1) Bond Principal and Interest Account. (2) Reserve Account. All money in each of the accounts in the Allocation Fund shall be held in trust for the benefit of the holders of the Bonds and shall be applied, used and withdrawn only for the purposes authorized in this Section 5. The proceeds of the Allocation Fund shall be deposited with a legally qualified depository or depositories for funds of the City as now provided by law and shall be segregated and kept separate and apart from all other funds of the City and may be invested in Qualified Investments, as such term is defined below. (a) Bond Principal and Interest Account. There shall be set aside within the Allocation Fund and deposited in the Bond Principal and Interest Account from the Tax Increment Revenue Account an amount of money which, together with any money contained therein, is equal to the aggregate amount of the interest becoming due that calendar year payable on all outstanding Bonds and the aggregate principal amount of 20 outstanding Bonds becoming due and payable on the next principal payment date. No deposit need be made into the Bond Principal and Interest Account if the amount contained therein is at least equal to the aggregate amount of interest becoming due and payable on all outstanding Bonds during that calendar year and the aggregate principal amount of the outstanding Bonds maturing by their terms on the next succeeding principal payment date. All money in the Bond Principal and Interest Account shall be used and withdrawn solely for the purpose of paying the interest on and the principal of the Bonds as it shall become due and payable to the extent it is required therefore (including accrued interest on any Bonds purchased or redeemed prior to maturity) . (b) Reserve Account. There shall be set aside from the Allocation Fund and deposited in the Reserve Account from the Tax Increment Revenue Account an amount of money that shall be required to maintain the Reserve Account in the rt full amount of the Debt Service Reserve f Requirement (as defined below). No deposit need be made in the Reserve Account so long as there shall be on deposit therein a sum equal to the lesser of fifteen percent (15 %) of the original issuance price of the Bonds or the average annual principal and interest payments (which shall be calculated as payments due on August 1 and the following February 1) on the outstanding Bonds (the "Debt Service Reserve Requirement "). All money in the Reserve Account shall be used and withdrawn by the City solely for the purpose of making deposits into the Bond Principal and Interest Account, in the event of any deficiency at any time in such account, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds in the event that no other money is lawfully available therefor, except that so long as there is no default hereunder any amount in the Reserve Account in excess of the Debt Service Reserve Requirement shall be withdrawn from the Reserve Account and deposited in the General Account. Money in the Reserve Account shall also be available to make the final payments of interest and principal on the Bonds. 21 (c) The remaining amounts in the Tax Increment Revenue Account shall be deposited into the General Account of the Allocation Fund and be available only to do one (1) or more of the ( following: (1) pay the principal of and interest on any obligations (including the Bonds) payable solely from allocated tax proceeds which are incurred by the Redevelopment District for the purpose of financing or refinancing the redevelopment of the Allocation Area; (2) establish, augment, or restore the debt service reserve for bonds (including the Bonds) payable solely or in part from allocated tax proceeds in the Allocation Area; (3) pay the principal of and interest on bonds payable from allocated tax proceeds in the Allocation Area and from the special tax levied under Section 27 of the Act; (4) pay the principal of and interest on bonds issued by the City to pay for local public improvements in the Allocation Area; (5) pay premiums on the redemption before maturity of bonds payable solely or in part from allocated tax proceeds in the Allocation Area; (6) make payments on leases payable from allocated tax proceeds in the Allocation Area under Section 25.2 of the Act; (7) reimburse the City for expenditures made by it for local public improvements (which include buildings, parking facilities, and other items described in Section 25.1(a) of the Act) within the Allocation Area; 22 1 (8) reimburse the City for rentals paid by it for a building or parking facility in the Allocation Area under any lease entered into under IC 36 -1 -10; (9) pay all or a portion of a property tax replacement credit to taxpayers in the Allocation Area as determined by the Commission pursuant to Section 39 of the Act; (10 ) pay all expenses incurred by the Commission for local public improvements that are in or serving the Allocation Area. Public improvements include buildings, parking facilities, and other items described in Section 25.1(a) of the Act; or (11) reimburse public and private entities for expenses incurred in training employees of industrial facilities pursuant to Section 39 of the Act; provided, however, that if further uses of property tax proceeds allocated to the Allocation Fund are authorized or permitted by amendment to the Act, including IC 36 -7 -14- 39, those uses shall also be authorized or permitted for property tax proceeds allocated to the Allocation Fund; and (d) When the money in the Allocation Fund is sufficient to pay when due all principal and interest payments for that year on bonds (including the Series 1992 Bonds) described in subsection (c) , and is not needed for that year for the other purposes described in subsection (c) (including without limitation the maintaining of property taxes collected in a given year in the Allocation Fund as a reserve to pay principal and interest on the Series 1992 Bonds payable in the year following such year of collection in the manner and at the times specified herein), money in the Allocation Fund in excess of that amount (the "Excess Funds") shall be paid to the Controller who shall, during the time a part of the 23 Allocation Area is located in an enterprise zone created under IC 4- 4 -6.1, deposit such Excess Funds in a special fund created for the enterprise zone and used as required by law; provided, however, to the extent portions of the Allocation Area are not within an enterprise zone, the Excess Funds deposited into the special fund shall be reduced on a pro rata basis based on the percentage of the enterprise zone contained in the Allocation Area as provided in Section 39(g) of the Act. When no part of the Allocation Area is located in an enterprise zone then the Excess Funds shall be deposited as provided in subsection (e)- (e) Except as provided in subsection (d), before July 15th of each year, the Commission shall (1) determine the amount, if any, of Excess Funds in the following year, and (2) notify the Auditor of St. Joseph County of the amount, if any, of the Excess Funds that the Commission has determined may be paid to the respective taxing units entitled thereto, provided that the Commission may not authorize a payment to the respective taxing units under this subsection if to do so would endanger the interests of the holders of the bonds (including the Series 1992 Bonds) described in subsection (c) of this Section 5. The Tax Increment, other than the Excess Funds, shall be irrevocably pledged for the purpose set forth in this Section 5. The term "Qualified Investments" means any of the following that are also permitted under IC 5 -13 -1: (a) directs obligations of (including obligations issued or held in bond entry form on the books of the Department of the Treasury of the United States of America), or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America; (b) bonds, debentures or notes or other evidence of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations represent full faith and credit of the United States of America: Export Import Bank of the United States, Federal Financing Bank, Farmer's 24 Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority, Government National Mortgage Association. (c) certificates of deposit properly secured at all times, by collateral security described in (a) and (b) above. Such agreements are only acceptable with commercial banks, savings and loan associations, and mutual savings banks. (d) the following investments fully insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation: (i) certificates of deposit, (ii) savings accounts, (iii) deposit accounts, or (iv) depository receipts of a bank, savings and loan associations, and mutual savings bank. (e) Investments Agreements approved by AMBAC Indemnity Corporation. SECTION 6. The Redevelopment District reserves the right to authorize and issue additional bonds ( "Parity Bonds "), payable out of the Tax Increment, ranking on a parity with the Series 1992 Bonds authorized by this Series 1992 Bond Resolution and payable ratably from the Tax Increment for the purpose of raising money for future property acquisition or redevelopment in the Allocation Area. In the event any Parity Bonds are issued pursuant to this Section 6, the term "Bonds" in this Series 1992 Bond Resolution shall be deemed to refer to the bonds authorized to be issued by this Series 1992 Bond Resolution and such Parity Bonds shall be subject to the following conditions precedent: (a) All interest and principal payments with respect to all bonds payable from the Tax Increment shall be current to date in accordance with the terms thereof with no payment in arrears. (b) The balance in the Reserve Account shall equal the Debt Service Reserve Requirement. (c) The Commission shall have received a certificate prepared by an independent certified public accountant or an independent financial consultant ( "Certifier ") certifying that the Tax Increment estimated to be received in each succeeding year, adjusted as provided below, is estimated to be equal to at least one hundred fifty percent (150 %) of the principal and interest requirements for each respective 25 year during the term of the bonds with respect to the Bonds and the Parity Bonds. In estimating the Tax Increment to be received in any future year, the Certifier shall base his } calculation on assessed valuation actually assessed or to be assessed as of the assessment date immediately preceding the issuance of the Parity Bonds; provided, however, the Certifier shall adjust such assessed values for the current and future reductions of real property tax abatements granted to property owners in the Allocation Area. No increase in the Tax Increment to be received in any future year shall be assumed which results from projected inflation in property values or projected increases in property tax rates. The Commission shall approve and confirm the findings and estimates set forth in the above - described certificate in any supplemental resolution authorizing the issuance of the Parity Bonds. SECTION 7. Proceeds received from the sale of the Series 1992 Bonds shall be deposited as follows: (a) All accrued interest and unused discount received at the time of the delivery of the Series 1992 Bonds and any premium received at the time of delivery of the Series 1992 Bonds shall be placed in the Bond Principal and Interest Account; (b) An amount which when added to the balance in the Reserve Account shall make the balance in the Reserve Account equal to the Debt Service Reserve Requirement as calculated for the Bonds, provided that such amount shall not exceed the least of: (i) the maximum debt service on the bonds; (ii) one hundred twenty - five percent (125 %) of the average annual debt service on the Bonds; and (iii) ten percent (10 %) of the proceeds of the Bonds (within the meaning of Section 148(d) of the Code), and to the extent any deficiency exists so that the balance in the Reserve Account does not equal the Debt Service Reserve Requirement, an amount shall be added concurrently with the deposit to the balance in the Reserve Account from cash on hand in order to meet the Debt Service Requirement; and 26 (c) The remaining proceeds from the sale of the Series 1992 Bonds shall be deposited in the special fund designated as the "Redevelopment District (South Bend Central Development Allocation Area) 1992 Capital Fund." SECTION 8. Proceeds of the Redevelopment District (South Bend Central Development Allocation Area) 1992 Capital Fund shall be deposited with a legally qualified depository or depositories for funds of the City as now provided by law and shall be segregated and kept separate and apart from all other funds of the City and may be invested as permitted by law. The proceeds in the Redevelopment District (South Bend Central Development Allocation Area) 1992 Capital Fund shall be expended only for the purpose of paying the cost of redevelopment in the Allocation Area related to the Project, together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with redevelopment in the Allocation Area, including the total cost of all necessary architectural, engineering, legal, accounting, advertising, bond discount and supervisory expenses, together with the expenses in connection with the issuance of the Series 1992 Bonds. Any balance or balances remaining in the Redevelopment District (South Bend Central Development Allocation Area) 1992 Capital Fund after the completion of redevelopment in the Allocation Area which are not required to meet unpaid obligations incurred in connection with the redevelopment in the Allocation Area and issuance of the Series 1992 Bonds, shall be deposited into the Bond Principal and Interest Account and used solely for the purposes of that account. SECTION 9. As soon as can be done after the adoption of this Series 1992 Bond Resolution, the President and the Secretary of the Commission are hereby directed to deliver on behalf of the Commission a certified copy of this Series 1992 Bond Resolution to the Controller. SECTION 10. The Bonds shall be sold by private negotiated sale, as provided by IC 36- 7- 14- 25.1(g), to the purchaser or purchasers at a price of par in accordance with the Purchase Agreement. The President of the Commission is hereby authorized to execute and deliver the Purchase Agreement substantially in the form attached hereto as Exhibit E, together with such changes and modifications as may be approved by the President (with execution by the President to be conclusive evidence of such approval), based upon the recommendation of the financial advisor to the Commission with respect to the interest rate on the Bonds and other matters contained therein. The President is further authorized to carry out, on behalf of the City and Commission, the terms and conditions set forth in the Purchase Agreement consistent with the provisions of this Resolution. 27 SECTION 11. The Controller is hereby authorized and directed to obtain a legal opinion as to the validity of the Series 1992 Bonds from Baker & Daniels, bond counsel, of South Bend, Indiana, and to furnish such opinion to the purchaser of the Series 1992 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 Series 1992 Bonds. SECTION 12. Any Series 1992 Bonds issued under this Series 1992 Bond Resolution may be initially issued in temporary form exchangeable for definitive Series 1992 Bonds. The temporary Series 1992 Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Commission, shall be in fully registered forms and may contain such reference to any of the provisions of this Series 1992 bonds Resolution as may be appropriate. Every temporary Series 1992 Bond shall be executed, sealed and attested by the Mayor and Controller in substantially the same manner as provided in Section 1 hereof. If temporary Series 1992 Bonds are issued, definitive Series 1992 Bonds will be executed and furnished without delay and thereupon the temporary Series 1992 Bonds may be surrendered for cancellation at the principal office of the Registrar and the Registrar shall deliver in exchange for such temporary Series 1992 Bonds an equal aggregate principal amount of definitive Series 1992 Bonds of the same interest rates and maturities. Until so exchange, the temporary Series 1992 Bonds shall be entitled to the same benefits under this Series 1992 Bond Resolution as definitive Series 1992 Bonds issued hereunder. SECTION 13. The Mayor is hereby authorized to execute the Series 1992 Bonds with his manual or facsimile signature and the Controller is hereby authorized and directed to have the definitive Series 1992 Bonds prepared, attest the Series 1992 Bonds with his manual or facsimile signature, and cause the seal of the City to be impressed or a facsimile thereof to be printed on the Series 1992 Bonds, all in the form and manner herein provided. In case any officer whose signature appears on the Series 1992 Bonds shall cease to hold that office before the delivery of the Series 1992 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 Series 1992 Bonds. After the Series 1992 Bonds shall have been properly executed, the Controller shall deliver the same to the Treasurer of St. Joseph County, ex officio Treasurer of the City, and shall take his receipt therefor; and upon the consummation of the sale of the Series 1992 Bonds, the Controller shall then certify to the Treasurer the amount which the purchaser is to pay for the same together with the name and address of the purchaser; thereupon, said Treasurer shall be authorized to receive from the purchaser the amount so certified by the Controller and to deliver the Series 1992 Bonds to such purchaser and take the purchaser's receipt for the Series 1992 Bonds. If the Treasurer of St. Joseph County is NW not available, then the Controller shall deliver the Series 1992 Bonds to the purchaser, and deliver the proceeds to the Treasurer of St. Joseph County. The Controller and the Treasurer of St. Joseph County shall then report the proceedings to the Commission and the Common Council of the City. SECTION 14. In order to preserve the exclusion from gross income of interest on the Series 1992 Bonds under federal law and as an inducement to the purchasers of the Series 1992 Bonds, the Commission on behalf of the Redevelopment District represents, covenants and agrees that: (a) No person or entity or any combination thereof, other than the Redevelopment District or the City, will use proceeds of the Series 1992 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 Redevelopment District, will own property financed by Series 1992 Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as 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 Series 1992 Bond proceeds will be loaned to any entity or person. No Series 1992 Bond proceeds will be transferred directly, or indirectly transferred or deemed transferred to a person other than a governmental unit in • fashion that would in substance constitute • loan of said Series 1992 Bond proceeds; (c) The Redevelopment District will not take any action or fail to take any action with respect to the Series 1992 Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Series 1992 Bonds pursuant to Section 103(a) of the Code, 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 Series 1992 Bond is outstanding hereunder which would cause any Series 1992 Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the W regulations applicable thereto as in effect on the date of delivery of the Series 1992 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 estimates that are material to the reasonable expectations of the Commission as of the date the Series 1992 Bonds are issued and to enter into covenants on behalf of the Commission, the Department and the City are authorized to certify and /or enter into covenants for the Redevelopment District regarding the facts and circumstances and reasonable expectations of the Commission on the date the Series 1988 Bonds are issued and the commitments made by the Commission herein regarding the amount and use of the proceeds of the Series 1992 Bonds. SECTION 15. Notwithstanding any other provisions of this Series 1992 Bond Resolution, the covenants and authorizations contained in this Series 1992 Bond Resolution ( "Tax Sections ") which are designed to preserve the exclusion of interest on the Series 1992 Bonds from gross income under federal law ( "Tax Exemption ") need not be complied with if the Redevelopment District receives an opinion of bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. SECTION 16. If, when the Series 1992 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 Series 1992 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 Series 1992 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 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 the Series 1992 Bonds or such portion thereof 30 issued hereunder shall no longer be deemed outstanding or an indebtedness of the Redevelopment District. SECTION 17. If any section, paragraph or provision of this Series 1992 Bond Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or uneforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Series 1992 Bond Resolution. SECTION 18. All resolutions and orders, or parts thereof, in conflict with the provisions of this Series 1992 Bond Resolution are, to the extent of such conflict, hereby repealed, and this Series 1992 Bond Resolution shall be in immediate effect from and after its adoption; provided, however, that this Resolution shall not be construed as repealing or modifying in any respect any of the provisions of the Series 1985 Bond Resolution, the Series 1986 Bond Resolution, the Series 1988 Bond Resolution or as adversely affecting the rights of holders of the Series 1985 Bonds, Series 1986 Bonds, or the Series 1988 Bonds. SECTION 19. If the date making any payment or the last date for performance of any act or the exercising of any right, as provided in this Series 1992 Bond 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 Series 1992 Bond Resolution, and no interest shall accrue for the period after such nominal date. SECTION 20. Without notice to or consent of the owners of the Series 1992 Bonds, the Commission may, from time to time and at any time, adopt such resolutions supplemental hereto (which supplemental resolutions shall thereafter form a part hereof): (a) To cure any ambiguity or formal defect or omission in this Series 1992 Bond Resolution or in any supplemental resolution; or (b) To grant to or confer upon the owners of the Series 1992 Bonds any additional benefits, rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Series 1992 Bonds or to make any change which, in the judgment of the Commission, is not to the prejudice of the owners of the Series 1992 Bonds. 31 (c) To modify, amend or supplement this Series 1992 Bond Resolution to permit the qualification of the Series 1992 Bond for sale under the securities laws of the United States of America or of any of the states of the United States of America or to obtain or maintain bond insurance with respect to payments of principal of and interest on the Series 1992 Bonds; (d) To provide for the refunding or advance refunding of the Series 1992 Bonds; (e) To procure a rating on the Series 1992 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 Series 1992 Bonds; and (f) Any other purpose which in the judgment of the Commission does not adversely impact the interest of the owners of the Series 1992 Bonds. This Series 1992 Bond Resolution and the rights and obligations of the Commission and the owners of the Series 1992 Bonds may be modified or amended at any time by supplemental resolutions adopted by the Commission with the consent of the owners of the Series 1992 Bonds holding sixty percent (60 %) in aggregate principal amount of the outstanding Series 1992 Bonds (exclusive of Series 1992 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 Series 1992 Bonds affected, reduce the principal amount of any Series 1992 Bonds, 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 Series 1992 Bond or Series 1992 Bonds over any other Series 1992 Bond or Series 1992 Bonds, create a lien securing any Series 1992 Bonds other than a lien ratably securing all of the Series 1992 Bonds outstanding, or change the monetary medium in which principal and interest is 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 Series 1992 Bonds and shall not be deemed an infringement of any of the provisions of this Series 1992 Bond Resolution or of the Act, any may be done and performed as fully and as freely as if expressly permitted by the terms of this Series 1992 Bond Resolution, and 32 after such consent relating to such specified matters has been li 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 E 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 Series 1992 Bonds at their addresses appearing on the Series 1992 Bond Register. 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 Series 1992 Bonds. The Registrar shall not, however, be subject to any liability to any owners of the Series 1992 Bonds by reason of its failure to mail the notice described in this Section 20, and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this Section 20. Whenever at any time within one (1) 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 the Series 1992 Bonds of not less than sixty percent (60 %) in aggregate principal amount of the Series 1992 Bonds then outstanding (exclusive of Series 1992 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 resolution in substantially such form, without liability or responsibility to any owners of the Series 1992 Bonds, whether or not such owner shall have consented thereto. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section 20, this Series 1992 Resolution shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Series 1992 Bond Resolution shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. The appropriate officers are hereby authorized to take all actions required to obtain a rating for the Bonds, if economically feasible and desirable, and to enter into a guaranty agreement with a corporate guarantor for the purpose of further securing the payment of the principal of and interest on the Bonds. 33 �q Adopted at a regular meeting of the Commission held on December 4, 1992, at 1308 County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION By: "N. Paula N. Auburn ATTEST: Michael Donoho, Secretary rrrompola \sthbend \hallofam\ rcfinanc. ing \resoluti \bond.res;drf;12 -4 -92 34 © I EXHIBIT A WRIN IT i i I ro CEDAR STREET UADMN STREET • © 9 n� LSALLE rEMff tt ¢ •COLFAX AVENUE ] wATkMGION STREET • 1 \ NR.YK70N ST Jti k .t i i [ a 3 u I " JEFFERSON ROA.EWTD O ,CFFERSON BdR.EUiRD No.o.E P°ri U O p� WAYNE STREET WAYNE STREET �N O 81 WESTERN AVENUE Ol 1 , a h • MONROE STREET ® !Q MDWOE SI \ fS Em • SOUTN • p r. /Q -- -- -- rT a I, • _ ° � — r W ' 'l990NSDN wol � N §. • � • • St'1C SAY ° j SA.ftr STRECT ]Rp, • w Q Atl.W., IRG' E05 Rf. J.n..� sur•s.R..aIT I s.wR sMr, R1[MM «ta ,��, '. f13P�. � a '/ d,3. CERTIFICATE OF THE CONTROLLER OF THE CITY OF SOUTH BEND EXHIBIT C f I, Kevin C. Horton, the duly appointed, qualified and i acting controller of the City of South Bend, Indiana, hereby certify as follows: A. This Certificate is executed to provide the South Bend Redevelopment Commission (the "Commission ") with certain information as required when the Commission is considering authorizing and issuing bonds on parity with the Prior Bonds by the terms of Resolution No. 747, adopted by the Commission on August 23, 1985, and as subsequently amended, which Resolution authorizes the issuance of tax increment revenue bonds in the aggregate principal amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) and Resolution No. 775, adopted by the Commission on May 23, 1986, and as subsequently amended, which resolution authorizes the issuance of tax increment revenue bonds in the aggregate principal amount of (One Million Seven Hundred Fifty Thousand and 00 /100 Dollars ($1,750,000.00), and Resolution No. 819, adopted by the Commission on November 12, 1987, which resolution authorizes the issuance of tax increment revenue bonds in the aggregate principal amount of One Million Eight Hundred Thousand and 00/100 Dollars ($1,800,000.00) (the bonds issued pursuant to such resolutions are hereinafter referred to as the "Prior Bonds" and the resolutions are hereinafter referred to collectively as the "Prior Bond Resolutions "). B. All interest and principal payments with respect to the Prior Bonds which are payable from tax increment revenues are 's current as of this date in accordance with the terms thereof with no payment in arrears. C. The balance in the Reserve Account hereby established and continued by the Prior Bond Resolutions equals as of this date the Debt Service Reserve Requirement as provided for in the Prior Bond Resolutions. LM IN WITNESS WHEREOF, the undersigned has executed this Certificate, this 414'il day of December, 1992. Kevin C. orton Controller City of South Bend, Indiana \rrrompola\ sthbend\ hallofam\ rcfinanc. ing \resoluti \certcon;drf;12 -1 -92 2 SENT BY: 12- 4 -92 ;10:16AN ;MUNICIPAL CONSULTANT 12192325636;# 2/ 3 4�I a" ups > I.. fs' rl� ti T }•� w rim a CCq �ro H K w c 3 a r« ES �.. 00 x� H ' -- IL vq `� CD C7 CL� R CA n ep rL to 0 ro eo fo b o_ .r Ln (A M4 g � 0 o Ol 0 m� ..� y � m 0 eb OQ w �b N cc 7( O N .h � Ol c � � x ro IT E' ro d `SENT BY: 12- 4 -92 ;10:16A:'N ;MUNICIPAL CONSULTANT 12192323636;# 3/ 3 Po 0 C2 G1Wfd 4►tdditV UfrW W{Npp �NNN k1 HtN NPi w O O N G •�pn cdit +� W� W g'st-`% m' Cu WW W(OW tBNiVtit�cocaQf Obif��Sa�'v'FoSVy Airr�y ^O� mawuW mm wmcmW Qi(�(A�ODIB(p<p Zia lam NNC1d N00eaOfA3 --lbW {. aoao V n7tAOnN m Ob��x`' Z,7^a�jNta�m�lpf- taw c� caC2W GItAptap47Lf41ld4!l000ts W NNNnsh1NN A N 0dd000 -pa h7 40 -,1 -i " Ui A aIN0. 46COiW �Op10tA VC1 -+i0U1 O� OaOt,0j1!a co W 0000 mNA G1 W W0.16 mm to O� W�GrCCeet4OW- -4 row V wca�p `VO-& � �4W�N.�pwrW.�iWa -d tNr�nitmeoo�ro���m N.. aOidCO (�O{1cotoQQq�l�tDtcOtdipWcDi(ocD 0 0 0 0 0 G� m iWD P N A i• IV N �NNNNNNIV N r....... r.r.i i Jr r�r 0�°an~}e��wu�wa°�� one - 4,m,m:.iu u t5 � b�o0itgm� �nCNi MCAG�O��� B��8�F3� &83sdY i3���iW °N� bl3t hRk ���aR�ie3t�kaRitylk��� A VJaM,ZW"20p0pJJ0ti !O topof+7 V �OwJ►pN�1 f4N0lNA O►V 8 S S 000008 d cc 0 0 O 9 o c e o WnsIV NN7NNN� -.-��� S7� h7 4 cp i 1W AO Wtl1 +.0 Vyp.yo�y0- �.yV�OD _V 000_.1 t4 ?A. -1 014 0 OD Gll i i J i i i i 99S- i j tio�N o's oow�Oiseai0�ca04.a. --1ft o m� >s �m m � A A ]7 A A !c� - A A A A Q 4 � n � � 9 C C C m m W d m- x 10 a i`9 v v v v v v v v v v A A A A A- A v p v CD= -4 -0 o n p O NO cy m C to b m m m CL c s EXHIBIT E PURCHASE AGREEMENT THIS PURCHASE AGREEMENT has been made and entered into as of the day of 1992, by and between r 11 (the "Purchaser "), having its principal place of business in the City of Indiana, and the City of South Bend Redevelopment Commission (the "Commission "). R E C I T A L S 1. The Commission has duly authorized the issuance of Two Million Nine Hundred Thousand and 00 /100 Dollars ($2,900,000.00) of its tax increment revenue bonds (the "Bonds ") payable solely from the source indicated in the Final Bond Resolution adopted by the Commission on December 4, 1992 (the "Final Bond Resolution "), in order to provide funds for payment of the cost of property acquisition and redevelopment in the South Bend Central Development Area, South Bend Central Allocation Area (South Bend Allocation Area No. 1A). 2. The Purchaser desires to purchase and the Commission desires to sell the Bonds in accordance with this Purchase Agreement. A G R E E M E N T IL In consideration of the premises and the mutual covenants contained herein, the Commission and the Purchaser agree as follows: 1. The Purchaser shall purchase the Bonds and the Commission shall sell to the Purchaser the Bonds no later than the day of , 1992, at a price of and 00 /100 Dollars ($ .00) and Purchaser's obligation to purchase said Bonds shall expire if said Bonds are for any reason not available for delivery to the Purchaser by said date unless otherwise agreed to by the Purchaser. The Bonds shall be dated the first day of the month in which they are originally delivered and will have the maturities and will bear interest at a rate per annum as determined hereinbelow. Interest on the Bonds shall be calculated on the basis of twelve (12) thirty -day months for a 360 -day year. 2. The Bonds shall mature on February 1, 1998, and be payable each February 1 thereafter and shall bear interest on February 1, 1993, and each August 1 and February 1 thereafter at a rate not to exceed eight percent (8 %) per annum to be determined as follows: 3. The terms of the Bonds are more fully set forth in the Final Bond Resolution, a copy of which is attached hereto, and such terms are incorporated herein by reference. 4. The Bonds shall not be sold or transferred in principal amounts of less than One Hundred Thousand and 00 /100 Dollars ($100,000.00) without the opinion of counsel that the sale or transfer conforms to securities laws. 2 5. Simultaneously with the delivery to the Purchaser of the Bonds, which Bonds shall be substantially in the form set low- forth in the Final Bond Resolution, the Commission shall furnish to the Purchaser a transcript of proceedings and an opinion of bond 1 counsel satisfactory to the Purchaser. The Commission shall bear i the cost of such bond counsel's opinion. 6. The Commission shall comply with the rebate requirement of Section 148(f) of the Internal Revenue Code of 1986, as amended, to the extent applicable. 7. If any provision of this Purchase Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Purchase Agreement and this Purchase Agreement shall be construed and be in force as if such invalid or unenforceable provisions had not been contained herein. 8. This Purchase Agreement may be executed in one or more counterparts, any of which shall be regarded for all purposes as an original and all of which constitute but one and the same instrument. The Purchaser and the Commission each shall execute any and all documents or other instruments, and take such other actions as may be necessary to give effect to the terms of this Purchase Agreement. 9. No waiver by either the Purchaser or the Commission r of any term or condition of this Purchase Agreement shall be deemed or be construed as a waiver of any other terms or conditions, nor 3 shall a waiver of any breach be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Purchase Agreement. 10. This Purchase Agreement merges and supersedes all prior negotiations, representations, and agreements between the Purchaser and the Commission relating to the subject matter hereof and constitutes the entire agreement between the Purchaser and the Commission in respect hereof; provided, however, that the Final Bond Resolution shall be deemed to be controlling to the extent of any conflict between the Final Bond Resolution and the terms hereof (other than the interest rate and maturity date of the Bonds as set forth above). The Commission and the Purchaser have caused this Purchase Agreement to be entered into as of the date first above written. ( "Purchaser ") By: Printed: Title: CITY OF SOUTH BEND REDEVELOPMENT COMMISSION By: Printed: Title: rrrompola \sthbend \hallofam\ rcfinanc.ing \puragr;drf;12 -4 -92 4