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HomeMy WebLinkAboutNo. 1082 approving the eecution of an addendum to the lease dated 6/1/88 between the SBRC and the SBRA for certain land and a parking facility located thereonRESOLUTION NO. 1082 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING THE EXECUTION OF AN ADDENDUM TO THE LEASE DATED AS OF JUNE 1, 1988, BETWEEN THE SOUTH BEND REDEVELOPMENT COMMISSION AND THE SOUTH BEND REDEVELOPMENT AUTHORITY FOR CERTAIN LAND AND A PARKING FACILITY LOCATED THEREON WHEREAS, the South Bend Redevelopment Authority (the "Authority ") has been created pursuant to IC 36 -7 -14.5 as a separate body, corporate and politic, and as an instrumentality of the City of South Bend to finance local public improvements for lease to the South Bend Redevelopment Commission (the "Commission "); and WHEREAS, the Authority intends to issue bonds in an aggregate principal amount not to exceed of Four Million Six Hundred Ninety -Five Thousand Dollars ($4,695,000) pursuant to IC 36 -7- 14.5 -19 to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Refunding)" (the a "Bonds ") , the proceeds of which are to be used to refund the South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project) issued by the Authority in 1988, and to pay the costs of issuance of the Bonds; and WHEREAS, the Authority previously entered into a lease between the Authority and the Commission dated as of June 1, 1988, which Lease was amended by the Addendum to Lease entered into between the Authority and the Commission and dated as of July 29, 1988 (collectively, the "Lease "), which Lease was heretofore approved by this Commission, and pursuant to which the Authority leases to the Commission certain land and the parking facility located thereon (the "Facility "); and WHEREAS, the Commission desires to approve and execute an addendum to the Lease (the "Addendum "), a copy of which is attached hereto as Exhibit A and incorporated herein, to reflect lower rental payments under the Lease. NOW, THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment Commission as follows: Section 1. The Addendum attached hereto as Exhibit A is hereby approved and the President or Vice President and Secretary of the Commission are hereby authorized to execute said Addendum in substantially the form presented at this meeting with such changes in form or substance as the President or Secretary of this Commission shall approve, such approval to be conclusively evidenced by the execution thereof. The Addendum shall be effective and the Lease shall be amended as of the date (the "Deposit Date ") when the Authority deposits or causes to be deposited proceeds derived from the sale of the Bonds into an escrow fund to be established by that certain Irrevocable Escrow Deposit Agreement between the Authority and Norwest Bank Indiana, N.A., dated as of June 1, 1992, to reduce the annual rental payments payable in semi - annual installments. The Deposit Date shall be recorded as an endorsement to the Addendum. Section 2. This Resolution shall be in full force and s effect after its adoption by the Commission. -2- ADOPTED at a meeting of the South Bend Redevelopment Commission held on July 10, 1992, at the office of the Commission, 1200 County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION By: Paula N. Auburn, President ATTEST: Michael Donoho, Secretary \rrrompol \sthbend \stjoeway \lurcappr.add;tmg;07 /09/92; -3- EXHIBIT A Addendum to Lease Between South Bend Redevelopment Authority, as Lessor, and South Bend Redevelopment commission, as Lessee (Parking Garage Facility) THIS ADDENDUM, entered into as of the day of July, 1992 (the "Addendum ") , between the South Bend Redevelopment Authority, a body corporate and politic organized and existing under IC 36 -7 -14.5 (the "Authority "), and the South Bend Redevelopment Commission (the "Lessee "), WITNESSETH• In consideration of the mutual covenants herein contained, it is agreed that the lease previously entered into between the Authority and the Lessee dated as of June 1, 1988, and as amended by the Addendum to Lease entered into between the Authority and Lessee dated as of July 29, 1988, both of which were recorded in the office of the Recorder of St. Joseph County, Indiana, (recording number 8821028) (hereinafter collectively referred to as the "Lease "), shall be amended as follows: 1. Section 3 of the Lease is amended to read as follows: g Section 3. Rental Payments. (a) During the term of this Lease, the Lessee agrees to pay rental for said premises as set forth in Section 4 hereof. Such rental shall be paid from the Parking Garage Principal and Interest Account of the Redevelopment E District Bond Fund. All rentals payable under the terms of this Lease shall be paid to the Trustee or to such other bank or trust company as may from time to time succeed the Trustee under the Trust Agreement. All payments so made shall be considered as payments to the Authority of the rental payable hereunder. The Lessee shall receive a credit on such rental payment in an amount equal to the amount then in the South Bend Redevelopment Authority Parking Garage Facility Sinking Fund created by Section 3.02 of the Trust Agreement. The Lessee shall also receive credit for any Bond maturing within forty -five (45) days of the date of the lease rental payment, at the face value thereof, which the Lessee acquires and delivers to the Trustee as a part of its lease rental payment; (b) As additional rental the Lessee agrees to pay all fees, charges and reimbursement of expenses of the Trustee under the Trust Agreement and all prudent charges and expenses of the Authority incurred in the performance of its obligations hereunder. 2. Section 4 of the Lease is amended to read as follows: Section 4. Rental Payment Dates. The first semiannual rental installment in the amount of Two Hundred Twenty -Eight Thousand Five Hundred Dollars ($228,500) shall be due on December 28, 1992. Thereafter such rentals shall be payable in advance in semiannual installments on June 28 and December 28 of each year as provided for in the lease payment schedule attached hereto as Exhibit C. The Lessee will not take any action or fail to take any action that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code "), as in effect on the date of delivery of the Bonds, nor will the Lessee act in any manner which would adversely affect such exclusion. The Lessee further covenants that it will not make any investment or do any other act or thing during the period that any Bond is outstanding hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder as in effect on the date of delivery of the Bonds. All officers, members, employees and agents of the Lessee are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessee evidencing the Lessee's commitments made herein. Exhibit C: 3. The lease is amended to include the following as EXHIBIT C LEASE PAYMENT SCHEDULE FOR PARKING FACILITY LEASE Payment Date i Amount 12/28/92 $228,500 i 06/28/93 214,500 3 12/28/93 214,500 06/28/94 2151500 12/28/94 215,500 p 06/28/95 213,000 12/28/95 213,000 06/28/96 163,000 12/28/96 163,000 06/28/97 217,500 12/28/97 217,500 06/28/98 218,500 12/28/98 218,500 -2- 06/28/99 214,500 12/28/99 214,500 06/28/00 217,000 12/28/00 217,000 06/28/01 189,000 12/28/01 189,000 06/28/02 209,500 12/28/02 209,500 06/28/03 218,500 12/28/03 218,500 06/28/04 216,000 12/28/04 216,000 06/28/05 115,500 12/28/05 115,500 06/28/06 225,500 12/28/06 225,500 06/28/07 203,000 12/28/07 203,000 06/28/08 81,500 12/28/08 81,500 4. The parties hereto acknowledge that all remaining terms, covenants and conditions as set forth in the Lease between the parties hereto shall remain in full force and effect. 5. This Addendum shall take effect as of the date (the "Deposit Date ") when the Authority deposits or causes to be deposited proceeds derived from the sale of its South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Refunding) into an escrow fund established pursuant to an Irrevocable Escrow Deposit Agreement, such Agreement to be dated as of June 1, 1992, between the Authority and Norwest Bank Indiana, N.A., for the purpose of refunding the South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project), dated August 1, 1988. Such Deposit Date shall be endorsed on this Addendum at the end hereof by the parties hereto as soon as the same can be done after the deposit into the Escrow Fund and the Addendum shall be recorded as so endorsed. -3- IN WITNESS WHEREOF, the undersigned have caused this Addendum to be executed for and on their behalf on the day and year first hereinabove written. ATTEST: Donald Fewell, Secretary ATTEST: Michael Donoho, Secretary SOUTH BEND REDEVELOPMENT AUTHORITY, as Lessor By: Joseph W. Wroblewski, President SOUTH BEND REDEVELOPMENT COMMISSION, as Lessee By: Paula N. Auburn, President -4- STATE OF INDIANA OWN ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Joseph W. Wroblewski and Donald Fewell personally known by me to be the President and Secretary, respectively, of the South Bend Redevelopment Authority and acknowledged the execution of the foregoing Lease for and on behalf of said Redevelopment Authority. WITNESS my hand and Notarial Seal this day of July, 1992. (SEAL) My commission expires: I am a resident of County, Indiana. (Written Signature) (Printed Signature) -5- STATE OF INDIANA ) I ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Paula N. Auburn and Michael Donoho personally known by me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Lease for and on behalf of such Redevelopment Commission. WITNESS my hand and Notarial Seal this day of July, 1992. (Written Signature) (Printed Signature) r ( SEAL) My commission expires: I am a resident of County, Indiana. This instrument was prepared by Randolph R. Rompola, BAKER & DANIELS, 205 West Jefferson Boulevard, South Bend, Indiana 46601. \rrrompol \sthbend \stjoeway \general \addendum.lea;07 /10/92 ENDORSEMENT TO ADDENDUM TO LEASE BETWEEN SOUTH BEND REDEVELOPMENT AUTHORITY, AS LESSOR, AND SOUTH BEND REDEVELOPMENT COMMISSION, AS LESSEE (PARKING GARAGE FACILITY) Pursuant to Section 5 of the Addendum, entered into as of the day of July, 1992 (the "Addendum "), the Addendum is hereby deemed effective as of the Deposit Date, said Deposit Date being July 22, 1992. IN WITNESS WHEREOF, the undersigned have caused this Endorsement to be executed for and on their behalf as of the day and year first hereinabove written. ATTEST: Donald Fewell, Secretary ATTEST: Michael Donoho, Secretary SOUTH BEND REDEVELOPMENT AUTHORITY, as Lessor By: Joseph W. Wroblewski, President SOUTH BEND REDEVELOPMENT COMMISSION, as Lessee By: Paula N. Auburn, President -7- STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Joseph W. Wroblewski and Donald Fewell personally known by me to be the President and Secretary, respectively, of the South Bend Redevelopment Authority and acknowledged the execution of the foregoing Endorsement for and on behalf of said Redevelopment Authority. WITNESS my hand and Notarial Seal this day of July, 1992. ( SEAL) My commission expires: I am a resident of County, Indiana. KI (Written Signature) (Printed Signature) -8- [7 STATE OF INDIANA SS: COUNTY OF ST. JOSEPH Before me, the undersigned, a Notary Public in and for said State, personally appeared Paula N. Auburn and Michael Donoho personally known by me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Endorsement for and on behalf of such Redevelopment Commission. WITNESS my hand and Notarial Seal this day of July, 1992. (SEAL) (Written Signature) (Printed Signature) My commission expires: I am a resident of County, Indiana. This instrument was prepared by Randolph R. Rompola, BAKER & DANIELS, 205 West Jefferson Boulevard, South Bend, Indiana 46601.