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HomeMy WebLinkAboutResolution No. 173 Issuance of the South Bend Redevelopment Authority Lease Rental Revenue Refunding Bonds RESOLUTION NO. 173 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE REFUNDING BONDS, SERIES 2011 WHEREAS, the South Bend Redevelopment Authority (the "Authority") has been created pursuant to I.C. 37-7-14.5 as a separate body, corporate and politic, and as an instrumentality of the City of South Bend, Indiana (the "City") to finance local public improvements for lease to the South Bend Redevelopment Commission (the "Commission"); and WHEREAS, the Authority has previously issued its Lease Rental Revenue Refunding Bonds of 2000 (College Football Hall of Fame Project) (the "2000 Bonds") for the purpose of currently refunding its Variable Rate Demand Lease Rental Revenue Bonds of 1994 (College Football Hall of Fame Project) which were issued to finance the construction of the College Football Hall of Fame (the "Hall of Fame Project") and pay the costs of issuance of the 2000 Bonds; and WHEREAS, the Authority has previously issued its Lease Rental Revenue Refunding and Improvement Bonds of 2001 (Century Center Project) (the "2001 Bonds" and together with the 2000 Bonds, collectively, the "Refunded Bonds") for the purpose of advance CC refunding its Lease Rental Revenue Bonds of 1994 (Century Center Project) which were issued to finance the construction of the Century Center (the "Century Center Project") and pay the costs of issuance of the 2001 Bonds; and WHEREAS, the Authority has previously approved and executed a lease of the Hall of Fame Project and the Century Center Project with the Commission dated as of November 1, 1993, as amended by an Addendum to Lease dated as of June 3, 1994, as amended by a Second Addendum to Lease dated as of July 1, 1994, and as further amended by a Third Addendum to Lease between the Commission and the Authority dated as of November 17, 2000, (collectively, the "Lease"); and WHEREAS, the Authority has previously approved and executed a trust agreement with Wells Fargo Bank Indiana, N.A., as trustee (the "Trustee"), dated as of November 1, 2000 (the "2000 Trust Agreement"), for the purpose of securing the principal of and premium, if any, and interest on all of the 2000 Bonds and the performance of the covenants contained therein; and WHEREAS, the Authority has previously approved and executed a trust agreement with the Trustee, dated as of August 1, 2001 (the "2001 Trust Agreement"), for the purpose of securing the principal of and premium, if any, and interest on all of the 2001 Bonds and the performance of the covenants contained therein; and C BDDBOI 6655580v3 CWHEREAS, the Authority desires to issue its lease rental revenue refunding bonds pursuant to I.C. 36-7-14.5-19 and I.C. 5-1-5 in two (2) series to be known as (i) the "South Bend Redevelopment Authority Taxable Lease Rental Revenue Refunding Bonds, Series 2011 A (College Football Hall of Fame Project)" (the "Hall Bonds") in an aggregate principal amount not to exceed Eight Million Six Hundred Thousand and 00/100 Dollars ($8,600,000.00) and (ii)the "South Bend Redevelopment Authority Lease Rental Revenue Refunding Bonds, Series 2011 B (Century Center Project)" (the "Century Center Bonds" and together with the Hall Bonds, the "Bonds") in an aggregate principal amount not to exceed Three Million Eight Hundred Thousand and 00/100 Dollars ($3,800,000), the proceeds of each of the series are to be used to refund all or a portion of the Refunded Bonds and to pay the cost of issuance of the Bonds (collectively, the "Refunding"); NOW, THEREFORE, BE IT RESOLVED, by the South Bend Redevelopment Authority as follows: Section 1. In order to pay the finance costs of currently refunding the Refunded Bonds, to fund a debt service reserve for the Bonds to the extent that it is determined that a reserve is reasonably required, and to pay costs of issuance of the Bonds, there is hereby authorized and there shall be executed, issued, and delivered by and on behalf of the Authority, pursuant to I.C. 36-7-14.5-19 and I.C. 5-1-5, the Hall Bonds in an aggregate principal amount not to exceed Eight Million Six Hundred Thousand and 00/100 ($8,600,000.00) and the Century Center Bonds in an aggregate principal amount not to exceed Three Million Eight Hundred Thousand and 00/100 Dollars ($3,800,000.00). Section 2. The Hall Bonds are hereby authorized to be issued under, pursuant to, and in accordance with the 2000 Trust Agreement, as supplemented by a supplemental indenture to be entered in conjunction with the issuance of the Hall Bonds (the "2000 Supplemental Trust Agreement" and collectively with the 2000 Trust Agreement, the "Hall Trust Agreement") with a final maturity date of not later than February 1, 2018, a maximum rate of interest of eight percent (8.0%) per annum (the exact rate to be determined by negotiation). The proceeds of the Hall Bonds shall be delivered to the Trustee and applied by the Trustee in accordance with the Hall Trust Agreement. Section 3. The Century Center Bonds are hereby authorized to be issued under, pursuant to, and in accordance with the 2001 Trust Agreement, as supplemented by a supplemental indenture to be entered in conjunction with the issuance of the Century Center Bonds (the "2001 Supplemental Trust Agreement" and collectively with the 2001 Trust Agreement, the "Century Center Trust Agreement") with a final maturity date of not later than February 1, 2018, a maximum rate of interest of seven percent (7.0%) per annum (the exact rate to be determined by negotiation). The proceeds of the Century Center Bonds shall be delivered to the Trustee and applied by the Trustee in accordance with the Century Center Trust Agreement. Section 4. The Bonds are not subject to optional redemption prior to their maturity. C -2- BDDBOI 6655580v3 cdSection 5. At the option of the successful bidder or bidders on the Bonds, the Bonds may be aggregated into one (1) or more term bonds payable from mandatory sinking fund redemption payments (the "Term Bonds") as provided in the Hall and Century Center Trust Agreements, respectively. The Term Bonds shall have a stated maturity or maturities on February 1 and August 1. Such Term Bonds shall be subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, but without premium, on February 1 and August 1 in the years and in the principal amounts as shall be set forth in maturity schedule for the Bonds to be determined by negotiation. Section 6. Each series of the Bonds shall be issued in accordance with and shall be secured by the Hall Trust Agreement and the Century Center Trust Agreement, respectively. The Authority hereby authorizes the President, Vice-President and/or the Secretary-Treasurer of the Authority to execute and attest, respectively, the 2000 Supplemental Trust Agreement and the 2001 Supplemental Trust Agreement, for and on behalf of the Authority, in such forms as approved by the President, Vice-President and/or Secretary- Treasurer, such approval to be conclusively evidenced by such authorized execution and attestation of the 2000 Supplemental Trust Agreement and the 2001 Supplemental Trust Agreement. Section 7. The Authority hereby authorizes the President, Vice-President and/or the Secretary-Treasurer, or any other officer of the Authority, to execute and attest, respectively, an addendum to the Lease, for and on behalf of the Authority, in such form as Capproved by the President, Vice-President and/or Secretary-Treasurer of the Authority, such approval to be conclusively evidenced by such authorized execution and attestation of Addendum to Lease. Section 8. The Authority hereby authorizes the President, Vice-President and/or the Secretary-Treasurer of the Authority to execute and attest, respectively, an escrow agreement (the "Escrow Agreement"), for and on behalf of the Authority, in such form as approved by the President, Vice-President and/or Secretary-Treasurer, or any other officer of the Authority, such approval to be conclusively evidenced by such authorized execution and attestation of the Escrow Agreement. Section 9. The Authority approves of the preparation of a Continuing Disclosure Undertaking Agreement in order to evidence the Authority's continuing disclosure obligations under Rule 15c2-12 promulgated by the Securities and Exchange Commission, as amended (the "SEC Rule"). The Authority hereby authorizes the President, Vice-President, and/or Secretary-Treasurer to execute and attest, respectively, the Continuing Disclosure Undertaking Agreement, for and on behalf of the Authority. Section 10. The Bonds shall be sold pursuant to the provisions of I.C. 36-7- 14.5-19 and I.C. 5-1-5, to the Underwriter at a price not less than ninety-nine percent (99%) of par in accordance with a Bond Purchase Agreement to be entered into with respect thereto. The Authority hereby authorizes the President, Vice-President and/or the Secretary-Treasurer of the CAuthority to execute and attest, respectively, the Bond Purchase Agreement, for and on behalf of -3- BDDBOI 6655580v3 the Authority, in such form as approved by the President, Vice-President and/or Secretary- Treasurer of the Authority, such approval to be conclusively evidenced by such authorized execution and attestation of the Bond Purchase Agreement. Section 11. The Authority hereby approves of the preparation of an official statement (the "Official Statement") in conjunction with the sale of the Bonds. The Authority hereby authorizes the President, Vice-President and/or Secretary-Treasurer of the Authority, to deem "final" the Official Statement, as of its date, in accordance with the provisions of the SEC Rule, subject to completion as permitted by the SEC Rule, and the Authority further authorizes the distribution of the deemed final Official Statement. The Authority hereby authorizes and directs the President, Vice-President and/or Secretary-Treasurer of the Authority, to place into final form and distribute and deliver the final Official Statement in accordance with the SEC Rule, and further authorizes the President, Vice-President and/or Secretary-Treasurer of the Authority to execute the final Official Statement. Section 12. Prior to the delivery of the Bonds, the Secretary-Treasurer shall be authorized to obtain a legal opinion as to the validity of the Bonds from bond counsel for the Authority, and to furnish such opinion to the purchaser or purchasers of the Bonds. The cost of such opinion shall be considered as part of the costs incidental to the issuance of the Bonds and shall be paid out of proceeds of said Bonds. Section 13. If the President, Vice-President and/or the Secretary-Treasurer determine that market conditions at the time of the sale of the Bonds are such that the Authority Cis able to finance the refunding of the Refunded Bonds by issuing Bonds in an aggregate ��++'' principal amount which is less than $12,400,000, then the Authority shall issue such lesser principal amount of Bonds. Section 14. The President, Vice-President and Secretary-Treasurer of this Authority and each of them is hereby authorized to take all such actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this Resolution, in such forms as the President, Vice-President and Secretary-Treasurer executing the same shall deem proper, to be evidenced by the execution thereof. Section 15. The provisions of this Resolution, the 2000 Supplemental Trust Agreement and the 2001 Supplemental Trust Agreement, upon their respective execution and attestation, shall constitute a contract between the Issuer and the holders of the Bonds, and, after the issuance of the Bonds, this Resolution shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as the Bonds or the interest thereon remains unpaid. * * * * C -4- BDDBOI 6655580v3 CAdopted at a meeting of the Authority held on May 18, 2011, in Room 1308, '��'j County-City Building, 27 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT AUTHORITY Jose Alvarez, President ATTEST: sal... .va Raphael ' o as, Secretary-Treasurer C BDDBOI 6655580v3