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No. 0819 authorizing issuance of bonds on parity with COSB redevelopment district tax increment revenue bonds of 1985 & 1986 for purpose of raising money for property acquisition and redevelopment in SBCAA
r ,%t RESOLUTION NO. 819 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT r', COMMISSION AUTHORIZING THE ISSUANCE OF BONDS ON PARITY WITH THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1985 AND THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1986 FOR THE PURPOSE OF RAISING MONEY FOR PROPERTY ACQUISITION AND REDEVELOPMENT IN THE SOUTH BEND CENTRAL ALLOCATION AREA WHEREAS, the South Bend Redevelopment Commission ( "Commission ") is the governing body of the South Bend, Indiana, Department of Redevelopment ( "Department ") , and exists and operates under the provisions of Indiana Code 36 -7 -14, as amended from time to time ( "Act "); and WHEREAS, the Commission, in accordance with the Act and former redevelopment law, adopted Resolution No. 737 on May 10, 1985, ( "Declaratory Resolution "), which declared an area as more particu- larly described on the map attached hereto and incorporated herein as Exhibit A (such area is hereinafter referred to as the "South Bend Avk 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, the Commission, in accordance with the Act has pre- viously established the South Bend Central Allocation Area (South Bend Allocation Area No. 1A) (the "Allocation Area ") which has boundaries coterminous with the South Bend Central Development Area; and WHEREAS, the Commission, in accordance with the Act has pre- viously established the South Bend Central Allocation Area (South Bend Allocation Area No. 1A) Special Fund (the "Allocation Fund "); and WHEREAS, the Allocation Area consists of the following parcels with base assessment dates for allocation of taxes on real property in such parcels 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 assess- ment date of March 1, 1980; -1- t ! l Parcel 2 is an area within the Allocation Area as more particularly described in Exhibit C attached hereto and incorporated herein with the base assess- ment date of March 1, 1983; Parcel 3 is an area within the Allocation Area as more particularly described in Exhibit D attached hereto and incorporated herein with the base assess- ment date of March 1, 1981; Parcel 4 is an area within the Allocation Area as more particularly described in Exhibit E attached hereto and incorporated herein with the base assess- ment date of March 1, 1981; Parcel 5 is an area within the Allocation Area as more particularly described in Exhibit F attached hereto and incorporated herein with the base assess- ment date of March 1, 1985; Parcel 6 is an area within the Allocation Area as more particularly described in Exhibit G attached hereto and incorporated herein with the base assess- ment date of March 1, 1985; Parcel 7 is an area within the Allocation Area as more particularly described in Exhibit H attached hereto and incorporated herein with the base assess- ment date of March 1, 1985; Parcel 8 is an area within the Allocation Area as more particularly described in Exhibit I attached hereto and incorporated herein with the base assess- ment date of March 1, 1985; and WHEREAS, with regard to taxes levied on real property in the Allocation Area, property tax proceeds in excess of those attribu- table 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 declara- tory resolutions establishing the individual parcels within the Allocation Area, as adjusted under Section 39(h) of the Act; -2- 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 in- curred by the Redevelopment District for the purpose of financing or refinancing the redevelopment of the Alloca- tion Area. (b) Establish, augment, or restore the debt service reserve for bonds payable solely or in part from allo- cated tax proceeds in the Allocation Area; (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 Allo- cation Area; (e) Pay premiums on the redemption before maturity of bonds payable solely or in part from allocated tax pro- ceeds in the Allocation Area; (f) Reimburse the City for expenditures made b y 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; or (g) 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; 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 incre- ment revenue bonds in the aggregate principal amount of Four Million Two Hundred Thousand Dollars ($4,200,000), designated Tax Increment Revenue Bonds of 1985 ( "Series 1985 Bonds ") issued pursuant to Resolu- tion No. 747 and Amending Resolutions 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 Four Million Two Hundred Thousand Dollars ($4,200,000) are outstanding as of November 1, 1987 and will mature in various amounts annually on February 1 of each year beginning on February 1, 1990 through and including February 1, 2003; and -3- WHEREAS, the Commission has heretofore issued certain tax incre- ment revenue bonds in the aggregate principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), designated Tax Increment Revenue Bonds of 1986 ( "Series 1986 Bonds "), issued pur- suant 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 Fifty Thousand Dollars ($1,750,000) are outstanding as of November 1, 1987 and will mature in various amounts annually on February 1 of each year beginning on February 1, 1992, through and including February 1, 2004; and WHEREAS, the Series 1985 Bond Resolution and the Series 1986 Bond Resolution authorizing the issuance of Series 1985 Bonds and Series 1986 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 de- fined), ranking on a parity with the Series 1985 Bonds and the Series 1986 Bonds for the purpose of raising money for future property acquisition or redevelopment in the Allocation Area; and WHEREAS, Section 6 of both the Series 1985 Bond Resolution and the Series 1986 Bond Resolution provide that the authorization and issuance of Parity Bonds shall be subject to the following conditions precedent: (a) All interest and principal payments with res- pect 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 certi- ficate 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 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 ZIC 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 pro- jected 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 J and incorporated herein, representing that all interest and principal payments with respect to all bonds payable from the Tax In- crement 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 and the 1986 Series Bonds; and WHEREAS, the Commission shall deposit into the Reserve Account from the proceeds to be received from the sale of the Series 1988 Bonds (as hereinafter defined) 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 Series 1985 Bonds, the Series 1986 Bonds, and the Parity Bonds authorized by this Series 1988 Bond Resolution ( "the Series 1988 Bonds "), provided that such amount shall not exceed ten percent (10 %) of the proceeds of the Series 1988 Bonds; and WHEREAS, the Commission has received a certificate prepared by Springsted Incorporated, an independent financial consultant that is acting as the Certifier, attached hereto as Exhibit K and incor- porated 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 150% of the principal and interest requirements for each respective year during the terms of the Series 1985 Bonds, the Series 1986 Bonds, and the Series 1988 Bonds (the Series 1985 Bonds, the Series 1986 Bonds, and the Series 1988 Bonds shall here- inafter collectively be referred to as the "Bonds "), the estimate and calculation of Springsted Incorporated being made in full accord with the terms and conditions of Section 6 (c) of the Series 1985 Bond Resolution and the Series 1986 Bond Resolution as set out herein - above; and WHEREAS, the Commission now approves and confirms the represen- tations of the Controller and the findings and estimates set forth in the above - described certificate of Springsted Incorporated; and WHEREAS, the Commission now determines that based on the represen- tations, findings and certificate referred to hereinabove, the con- ditions precedent as provided for in Section 6 of the Series 1985 Bond Resolution and Section 6 of the Series 1986 Bond Resolution are met and it is authorized to issue Series 1988 Bonds in an aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000) which shall be payable solely out of taxes on real M7C property located 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 Alloca- tion 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, the Commission now further determines that the issuance of Series 1988 Bonds in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000) is necessary in order to provide funds for payment of part of the cost of property acquisition and redevelopment in the Allocation Area. 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 property acquisition and redevelopment in the Allocation Area together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with the acquisition and redevelopment of the Allocation Area, including the total cost of all land, rights -of -way and other property to be acquired and redeve- loped, all necessary architectural, engineering, legal, accounting, advertising, bond discount and supervisory expenses, a debt service reserve and capitalized interest as provided herein, and expenses the Commission may be required to pay as "relocation assistance" under IC 8 -13 -18.5, together with the expenses in connection with the issuance of the Series 1988 Bonds, the City acting for and on behalf of the Redevelopment District, shall make a loan in the amount of One Million Eight Hundred Thousand Dollars ($1,800,000). In order to procure funds for said loan, the Controller is hereby authorized and directed to have prepared and issue and sell nego- tiable 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 Bonds of 1988" in an aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000), with a discount not to exceed two -and- one -half percent (2 -1/2 %) of par value, and which amount does not exceed the total, as estimated by the Commission, of all expenses reasonably to be incurred in connection with the property acquisition and redevelopment of the Allocation Area, including all costs related thereto as set out by Section 25.1 of the Act and excluding those costs paid for out of the proceeds derived from the sale of the Series 1985 Bonds and the Series 1986 Bonds. The Series 1988 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 1988 Bonds shall be issued in fully registered form in the denomination of Five Thousand Dollars ($5,000) or in integral multiples thereof ( "Authorized Denominations ") not exceeding the aggregate principal amount of Series 1988 Bonds maturing in any year, shall be numbered consecutively from 88R -1 upwards and shall bear interest at a rate or rates not exceeding 12% per annum (the exact rate or rates to be determined by bidding or negotiation) , which interest shall be payable on the first day of August, 1988, and semiannually thereafter, on February 1st, and August 1st of each year. Interest shall be calculated on the basis of twelve (12) thirty -day months for a three hundred sixty day year. The Series 1988 Bonds shall mature and be payable on February 1st, in the years and amounts as follows: Year Amount 1993 $ 25,000 1994 $ 25,000 1995 $ 25,000 1996 $ 25,000 1997 $ 75,000 1998 $ 75,000 1999 $100,000 2000 $125,000 2001 $125,000 2002 $125,000 2003 $150,000 2004 $150,000 2005 $775,000 Certain of the Series 1988 Bonds are subject to redemption prior to maturity as provided in Section 2 below. Bank One, Indianapolis, National Association is hereby appointed as Registrar (Bank One, Indianapolis, National Association and any subsequent registrar appointed pursuant to this Series 1988 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 1988 Bonds. The Registrar shall keep and maintain at its principal office books for the registration and for the transfer of the Series 1988 Bonds (the "Series 1988 Bond Register "). The Controller is hereby authorized and directed, on behalf of the Commission, to enter into such agreements or under- standings 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 1988 Bonds shall be payable at the principal office of Bank One, Indianapolis, National Association which is hereby appointed as the Paying Agent (Bank One, Indianapolis, National Association and any subsequent Paying Agent appointed pursuant to this Series 1988 Bond Resolution shall hereinafter be referred to as the "Paying Agent ") for the Series 1988 Bonds. Interest on the Series 1988 Bonds shall be paid -7- by check or draft mailed or delivered to the registered owners of the Series 1988 Bonds at the address as it appears on the Series 1988 Bond Register as of the fifteenth 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 1988 Bonds shall be 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 any time resign as Registrar or Paying Agent by giving thirty (30) days' written notice to the Commission and by first -class mail to each registered owner of the Series 1988 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 1988 Bonds then outstanding by first -class mail of the removal of the Registrar or Paying Agent. Notices to registered owners of Series 1988 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 1988 Bond Register. Any predecessor Registrar shall deliver all the Series 1988 Bonds in its possession and the Series 1988 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 1988 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 1988 Bonds. Subject to the provi- sions for registration, the Series 1988 Bonds shall be negotiable under the laws of the State of Indiana. The Series 1988 Bonds shall be authenticated with the manual signature of an authorized representative of the Registrar, and no Series 1988 Bond shall be valid or obligatory for any purpose until the certificate of authentication on such Series 1988 Bond shall have been so executed. SECTION 2. Series 1988 Bonds maturing on or after February 1, 2000, shall be subject to prior redemption on and after February 1, 1999, at the option of the Commission, in whole on any date or in part (only in Authorized Denominations), in any order of maturity selected by the Commission and by lot (in such manner as the Regis- -8- trar shall determine), within a maturity on February 1, 1999, and on any interest payment date thereafter. Series 1988 Bonds so redeemed shall be redeemed on such redemption date at a price of 100% of the principal amount of the Series 1988 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 1988 Bonds to be redeemed, official notice of any such redemption shall be given by the Regis- trar on behalf of the Commission identifying the Series 1988 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 1988 Bond or Series 1988 Bonds to be redeemed at the address shown on the Series 1988 Bond Register or such other 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 1988 Bond shall not affect the validity of any proceedings for the redemption of other Series 1988 Bonds. All official notices of redemption shall be dated and shall state: (1) The redemption date, (2) The redemption price, (3) If less than all outstanding Series 1988 Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Series 1988 Bonds to be redeemed, (4) That on the redemption date the redemption price will become due and payable upon each such Series 1988 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 1988 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 1988 Bonds. Prior to any redemption date, the Commission shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Series 1988 Bonds or portions of the Series 1988 Bonds which are to be redeemed on that date. QZ Official notice of redemption having been given as aforesaid, the Series 1988 Bonds or portions of the Series 1988 Bonds so to be re- deemed 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 1988 Bonds or portions of the Series 1988 Bonds shall cease to bear interest. Upon surrender of such Series 1988 Bonds for redemption in accordance with said notice, such Series 1988 Bonds shall be paid by the Paying Agent at the redemption price. Series 1988 Bonds redeemed in part may be exchanged for a Series 1988 Bond or Series 1988 Bonds of the same maturity in Authorized Denomina- tions 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 1988 Bonds shall be substantially as follows (all blanks to be properly completed prior to the printing of the Series 1988 Bonds): UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF ST. JOSEPH NO. 88R- $ CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BOND OF 1988 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 Redevelop- ment District (a special taxing district having the same boundaries as the City), for value received, hereby promises to pay to the Regis- tered 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 ") allo- cated 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 depo- =to= sited 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 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 authenti- cated on or before July 15, 1988, in which case the interest shall be paid from the Original Date stated above or unless this bond is authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest shall be paid from such interest payment date. Interest is payable August 1, 1988, 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 -day months for a three - hundred - sixty -day year. The principal of and premium, if any, on this bond are payable at the principal office of Bank One, Indianapolis, National Association, 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 Bank One, Indianapolis, National Association, as Registrar (which term shall include any successor Registrar) for the registration and for the transfer of the bonds (the "Series 1988 Bond Register ") as of the fifteenth 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 United 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. The terms and provisions of this bond are continued on the reverse side hereof and such continued terms and provisions shall for all purposes have the same effect as though fully set forth at this place. It is hereby certified and recited that all acts, conditions and things required by law and the Constitution of the State of Indiana to be done precedent to and in the execution, issuance, sale and delivery of this bond have been properly done, happened and performed in regular and due form as prescribed by law, and that the issuance of this bond by the South Bend Redevelopment District does not cause -11- r 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 1988 Bond Resolution authorizing this bond until this bond shall have been herein below 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 Dis- trict, 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. (Seal of the City) ATTEST (Facsimile) Controller CITY OF SOUTH BEND, INDIANA By: (Facsimile) Mayor Registrar's Certificate of Authentication This bond is one of the bonds described in the within mentioned Series 1988 Bond Resolution. Bank One, Indianapolis, National Association, as Registrar By. Authorized Representative (Reverse of Bond) This bond is one of an authorized issue of bonds of the South Bend Redevelopment District in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000), numbered conse- cutively from 88R -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 REDEVE- -12- LOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1985 AND THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1986 FOR THE PURPOSE OF RAISING MONEY FOR PROPERTY ACQUISITION AND REDEVE- LOPMENT IN THE SOUTH BEND CENTRAL ALLOCATION AREA," being Resolution No. 819 (the "Series 1988 Bond Resolution ") adopted by the South Bend Redevelopment Commission (the "Commission ") on November 12, 1987, and in strict compliance with IC 36 -7 -14, for the purpose of raising money to pay for the cost of property acquisition and redevelopment in the Allocation Area together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with the acquisition and redevelopment of the Allocation Area, including the total cost of all land, rights -of -way and other property to be acquired and redeveloped, all necessary architectural engineering, legal, accounting, advertising, bond discount and supervisory expense, a debt service reserve and capitalized interest, as provided in the Series 1988 Bond Resolution, and expenses the Commission may be required to pay as "relocation assistance" under IC 8 -13 -18.5, together with the expenses in connection with the issuance of the bonds, all as described in the Series 1988 Bond Resolution. Reference is hereby made to the Series 1988 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 the provisions of the Series 1988 Bond Resolution to which the holder hereof by the acceptance of this bond assents. Bonds of this issue maturing on February 1, 2000, and thereafter, are redeemable on and after February 1, 1999, at the option of the Commission in whole on any date or in part (only in authorized denomi- nations) in any order of maturity selected by the Commission and by lot (in such manner as the Registrar shall determine) within a maturity on February 1, 1999, and on any interest payment date there- after. Bonds so redeemed shall be redeemed on such redemption date at a price of 100% of the principal amount of the 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 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 1988 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 speci- -13- fied, and from and after such date (unless the Commission shall default in the payment of the redemption price) such bonds or por- tions 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 1988 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 Dollars ($4,200,000) 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 Four Million Two Hundred Thousand Dollars ($4,200,000) are outstanding as of November 1, 1987 and will mature at various amounts annually on February 1 of each year begin- ning on February 1, 1990, through and including February 1, 2003 and (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 Dollars ($1,750,000) 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 Fifty Thousand Dollars ($1,750,000) are outstanding as of November 1, 1987, and will mature in various amounts annually on February 1 of each year beginning on February 1, 1992, through and including February 1, 2004, ranking on a parity herewith and (3) any bonds hereafter issued ranking on a parity herewith are payable solely out of the Tax Increment. In the manner provided in the Series 1988 Bond Resolution, the Series 1988 Bond Resolution and the rights and obligations of the Commission and of the owners of the bonds may (with certain excep- tions as stated in the Series 1988 Bond Resolution) be modified or amended with the consent of the owners of 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 1988 Bond Resolution and other bonds, junior to the bonds authorized by the Series 1988 Bond Resolu- tion, can be issued in accordance with the terms of the Series 1988 Bond Resolution. This bond is transferable or exchangeable only upon the Series 1988 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 satisfac- tory to the Registrar duly executed by the Registered Owner or his attorney duly authorized in writing and thereupon a new fully regis- tered 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 -14- be, in exchange therefor. This bond may be transferred or exchanged without cost to the Registered owner, except for any tax or govern- mental 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 fif- teenth 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 only in fully registered form in the denomination of $5,000 or any integral mul- tiples thereof not exceeding the aggregate principal amount of the bonds maturing in such year. In the event this bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new bond of like date, maturity and denomination as this bond, which new bond shall be marked in a manner to distinguish it from this bond; pro- vided 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 re- ceiving indemnity satisfactory to them, pay this bond without sur- render 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, consti- tute 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 1988 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 may be, by the Commission. Such notice to the Commission may be served personally or be sent by registered mail. The Registrar or the Paying Agent may be removed at any time as Registrar or Paying Agent by the Commission, in which -15- i 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 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 pay- able in accordance with its terms or shall have been duly called for redemption or irrevocable instructions to call this bond or a portion thereof for redemption shall 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 uncondi- tionally 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 des- cribed 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. 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: TEN. COM. as tenants in common TEN. ENT. as tenants by the entireties JT. TEN. as joint tenants with right of survivorship and not as tenants in common UNIF. GIFT MIN. ACT Custodian (Cust.) (Minor) under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used although not in the above list. Assignment For value received, the undersigned hereby sells and transfers unto (Please print or typewrite name and address of transferree) -16- 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: (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 1988 Bonds shall be dated as of the first day of the month in which the Series 1988 Bonds are to be delivered APA ( "Original Date of the Series 1988 Bonds ") and each Series 1988 Bond shall also bear the date of its authentication. Series 1988 Bonds authenticated on or before July 15, 1988, shall be dated the Original Date of the Series 1988 Bonds and shall be paid interest from the Original Date of the Series 1988 Bonds. Series 1988 Bonds authenti- cated after July 15, 1988, 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 1988 Bonds unless the Series 1988 Bonds are authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case such Series 1988 Bond shall be dated and interest thereon shall be paid from the next succeeding interest payment date. Principal of the Series 1988 Bonds shall, subject to redemption pur- suant 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 1988 Bond shall be transferable or exchangeable only upon the Series 1988 Bond Register by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such Series 1988 Bond together with a written instrument of trans- fer 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 1988 Bond or Series 1988 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 -17- therefor. Series 1988 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 Regis- trar shall not be required to transfer or exchange any Series 1988 Bond called for redemption or during the period from the fifteenth 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 1988 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 1988 Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new Series 1988 Bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed, which new Series 1988 Bond shall be marked in a manner to distinguish it from the Series 1988 Bond for which it was issued, provided that, in the case of any mutilated Series 1988 Bond, such mutilated Series 1988 Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed Series 1988 Bond there shall be first furnished to the City and the Registrar evidence of such loss, theft or destruc- tion satisfactory to the City and the Registrar, together with indem- nity satisfactory to them. In the event any such lost, stolen or destroyed Series 1988 Bond shall have matured, instead of issuing a duplicate series 1988 Bond, the City and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without sur- render thereof. The City and the Registrar may charge the owner of such Series 1988 Bond with their reasonable fees and expenses in con- nection with the above. Every substitute Series 1988 Bond issued by reason of any Series 1988 Bond being lost, stolen or destroyed shall, with respect to such Series 1988 Bonds, constitute a substitute con- tractual obligation of the City, acting for and on behalf of the South Bend Redevelopment District, whether or not the lost, stolen or destroyed Series 1988 Bond shall be found at any time, and shall be entitled to all the benefits of this Series 1988 Bond Resolution, equally and proportionately with any and all other Series 1988 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 the Series 1985 Bond Resolution at Section 5, those accounts being the Tax Increment Revenue Account, the Bond Principal and Interest Account, the Reserve Account and the General Account. On January 15, 1989, and each January 15th there- after, 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. -18- 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 g y 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 there- in, is equal to the aggregate amount of the interest becoming due that calendar year payable on all out- standing Bonds and the aggregate principal amount of 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 calen- dar 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 therefor (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 full amount of the Debt Service Reserve 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 "). -19- 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 kl� 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. (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 (W incurred by the Redevelopment District for the purpose of financing or refinancing the rede- velopment 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 Allo- cation 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) 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; or -20- 0! H (7) 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; 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 suf- ficient to pay when due all principal and interest payments for that year on bonds (including the Series 1988 Bonds) described in subsection (c), and is not needed for that year for the other purposes described in subsection (c) (including without limi- tation 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 1988 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 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 the 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 15 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 0141C of the holders of the bonds (including the Series 1988 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) direct obligations of (including obligations issued or held in book 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 com- bination 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 Home Administra- CW Federal Housing Administration, Maritime Administra- tion, Public Housing Authority, Government National Mort- gage 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 commer- cial 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: a) certificates of deposit, b) savings accounts, c) deposit accounts, or d) depository receipts of a bank, savings and loan asso- ciations, 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 1988 Bonds authorized by this Series 1988 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 -22- i event any Parity Bonds are issued pursuant to this Section 6, the term "Bonds" in this Series 1988 Bond Resolution shall be deemed to refer to the bonds authorized to be issued by this Series 1988 Bond Resolution and such Parity Bonds. The authorization and issuance of Parity Bonds shall be subject to the following conditions precedent: (a) All interest and principal payments with res- pect 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 certifi- cate 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 150% of the principal and interest re- quirements 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 re- ductions 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 1988 Bonds shall be deposited as follows: (a) All accrued interest and unused discount re- ceived at the time of the delivery of the Series 1988 Bonds and any premium received at the time of delivery of the Series 1988 Bonds and an additional amount equal to $355,000 (which amount may be re- duced by an amount equal to cash on hand concur- -23- rently deposited into such account at the time of such deposit) 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 account shall not exceed ten percent (10 %) of the proceeds of the Series 1988 Bonds, 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 con- currently with the deposit to the balance in the Reserve Account from cash on hand in order to meet the Debt Service Reserve Requirement; and (c) The remaining proceeds from the sale of the Series 1988 Bonds shall be deposited in the special fund designated as the "Redevelopment District (South Bend Central Development Allocation Area) 1988 Capital Fund." SECTION 8. Proceeds of the Redevelopment District (South Bend Central Development Allocation Area) 1988 Capital Fund shall be depo- sited 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 in- vested as permitted by law. The proceeds in the Redevelopment Dis- trict (South Bend Central Development Allocation Area) 1988 Capital Fund shall be expended only for the purpose of paying the cost of property acquisition and redevelopment in the Allocation Area, to- gether with a sum sufficient to pay the estimated cost of all ex- penses reasonably incurred in connection with the acquisition and redevelopment of the Allocation Area, including the total cost of all land, rights -of -way and other property to be acquired and redeve- loped, all necessary architectural, engineering, legal, accounting, advertising, bond discount and supervisory expenses and expenses the Commission may be required to pay as "relocation assistance" under IC 8 -13 -18.5, together with the expenses in connection with the issuance of the Series 1988 Bonds. Any balance or balances remaining in the Redevelopment District (South Bend Central Development Allocation Area) 1988 Capital Fund after the completion of property acquisition and redevelopment in the Allocation Area which are not required to meet unpaid obligations incurred in connection with the property acquisition and redevelopment in the Allocation Area and issuance of the Series 1988 Bonds, shall be deposited into the Bond Principal and Interest Account and used solely for the purposes of that account. -24- SECTION 9. As soon as can be done after the adoption of this Series 1988 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 1988 Bond Resolution to the Control- ler. As soon as can be done after the passage of this Series 1988 Bond Resolution, the Secretary of the Commission shall give notice of determination to issue bonds as required by IC 6- 1.1 -20 -5, by pub- lishing said notice once each week for two weeks in the South Bend Tribune and the Tri- County News and by posting said notice in three public places in the Redevelopment District. SECTION 10. Except as provided in Section 11, below, prior to the sale of the Series 1988 Bonds, the Controller shall cause to be published a notice of such sale two times, at least one week apart, in the South Bend Tribune and the Tri- County News. The notice may also be published in Credit Markets, a financial journal published in the City and State of New York, in The Indianapolis Commercial, a financial journal published in the City of Indianapolis, Indiana, and /or other newspapers at the discretion of the Controller. The date fixed for the sale shall not be earlier than fifteen (15) days after the first such publications and not earlier than three (3) days after the second of such publications in the South Bend Tribune and the Tri- County News. The Series 1988 Bond sale notice shall state the time and place of sale, the purpose for which the Series 1988 Bonds are being issued, the total amount thereof, the maximum rate of interest thereon, the time and place of payment, the terms and conditions on which the bids will be received and the sale made, and such other information as the Controller shall deem necessary. The notice of said sale shall not, however, be published prior to the expiration of the period during which taxpayers may file objecting petitions pursuant to IC 6- 1.1 -20 -5. In the event an objecting petition or petitions are filed by taxpayers under the provisions of IC 6- 1.1 -20 -5, then the Series 1988 Bond sale notice shall not be published unless and until the State Board of Tax Commissioners shall issue its order approving the issuance of the Series 1988 Bonds. In the event it shall be determined by the State Board of Tax Commissioners, or otherwise, that the whole amount of the Series 1988 Bonds herein authorized shall not be issued, then the Controller shall be authorized to advertise and sell a lesser amount of Series 1988 Bonds. The Series 1988 Bonds not issued shall be an amount for each maturity set out in Section 1 that is in Authorized Denominations and most closely represents a pro rata reduction for each maturity. Bidders for the Series 1988 Bonds shall be required to name the rate or rates of interest which the Series 1988 Bonds are to bear, not exceeding the maximum rate hereinabove fixed, and such interest rate or rates shall be in multiples of 1/8 or 1/20 of one percent (1%). Bids specifying more than one interest rate shall also specify the amount and maturities of the Series 1988 Bonds bearing each rate and all Series 1988 Bonds maturing on the same date shall bear the same rate. No rate for any maturity shall be more than one percent (1 %) lower than any prior rate. Subject to provisions contained -25- below, the Controller shall award the Series 1988 Bonds to the Bidder offering the lowest interest cost to be determined by computing the total interest on all of the Series 1988 Bonds from the date thereof to the date of their maturities and deducting therefrom the premium bid, if any or adding thereto the amount of discount, if any. No bid for less than ninety- seven - and - one -half percent (97 -1/2 %) of the par value of the Series 1988 Bonds, and accrued interest at the rate named to the date of delivery, shall be considered. If no acceptable bid is received at the time fixed for the sale of the Series 1988 Bonds, then the sale may be continued from day to day for a period not to exceed thirty (30) days without re- advertising. During the continuation of the sale, no bid shall be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for the sale in the Series 1988 Bond sale notice. The acceptability of a bid is within the sole discretion of the Controller. SECTION 11. Instead of proceeding with an advertised public sale, as provided in Section 10, above, the Controller in his dis- cretion and with the approval of the Commission may sell the Series 1988 Bonds by private negotiated sale, as provided by IC 36-7-14 - 25.1(g). However, the Controller may not sell the Series 1988 Bonds at a price less than, and at an interest rate higher than, the mini- mum price and the maximum interest rate, respectively set forth herein. SECTION 12. The Controller is hereby authorized and directed to obtain a legal opinion as to the validity of the Series 1988 Bonds from Baker & Daniels, bond counsel, of Indianapolis, Indiana, and to furnish such opinion to the purchaser of the Series 1988 Bonds. The cost of said opinion shall be considered as part of the costs inciden- tal to these proceedings and shall be paid out of the proceeds of the Series 1988 Bonds. SECTION 13. Any Series 1988 Bonds issued under this Series 1988 Bond Resolution may be initially issued in temporary form exchange- able for definitive Series 1988 Bonds. The temporary Series 1988 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 1988 Bonds Resolution as may be appro- priate. Every temporary Series 1988 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 1988 Bonds are issued, definitive Series 1988 Bonds will be executed and furnished without delay and thereupon the temporary Series 1988 Bonds may be surrendered for cancellation at the principal office of the Registrar and the Registrar shall deliver in exchange for such temporary Series 1988 Bonds an equal aggregate principal amount of definitive Series 1988 Bonds of the same interest rates and maturities. Until so exchanged, the temporary Series 1988 Bonds shall be entitled to the same benefits under this Series 1988 Bond Resolution as definitive Series 1988 Bonds issued hereunder. -26- SECTION 14. The Mayor is hereby authorized to execute the Series 1988 Bonds with his manual or facsimile signature and the Controller is hereby authorized and directed to have the definitive Series 1988 Bonds prepared, attest the Series 1988 Bonds with his manual or fac- simile signature, and cause the seal of the City to be impressed or a facsimile thereof to be printed on the Series 1988 Bonds, all in the form and manner herein provided. In case.any officer whose signature appears on the Series 1988 Bonds shall cease to hold that office before the delivery of the Series 1988 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 1988 Bonds. After the Series 1988 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 1988 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 1988 Bonds to such purchaser and take the purchaser's receipt for the Series 1988 Bonds. If the Treasurer of St. Joseph County is not available, then the Controller shall deliver the Series 1988 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 15. In order to preserve the exclusion from gross income of interest on the Series 1988 Bonds under federal law and as an inducement to the purchasers of the Series 1988 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 1988 Bonds or pro- perty financed by said proceeds other than as a member of the general public. No person or entity or any combination thereof, other than the Redevelop- ment District, will own property financed by Series 1988 Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a manage- ment or incentive payment contract, an arrangement such as a take -or -pay or other type of output con- tract or any other type of arrangement that differen- tiates that person's or entity's use of such pro- perty from the use by the public at large of such property; (b) No Series 1988 Bond proceeds will be loaned to any entity or person. No Series 1988 Bond proceeds -27- ' � 1 will be transferred directly, or indirectly trans- ferred or deemed transferred to a person other than a governmental unit in a fashion that would in sub- stance constitute a loan of said Series 1988 Bond proceeds; (c) The Redevelopment District will not take any action or fail to take any action with respect to the Series 1988 Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Series 1988 Bonds pur- suant 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 Series 1988 Bonds, nor will the Commission act in any manner which would adversely affect such exclusion. The Commission further covenants that it will not make any invest- ment or do any other act or thing during the period that any Series 1988 Bond is outstanding hereunder which would cause any Series 1988 Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations applicable thereto as in effect on the date of delivery of the Series 1988 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 reason- able expectations of the Commission as of the date the Series 1988 Bonds are issued and to enter into covenants on behalf of the Commission evidencing the Commission's commitments made herein. In particu- lar, all or any officers, members, employees and agents of the Commission, the Department and the City are authorized to certify and /or enter into covenants for the Redevelopment District regarding the facts and circumstances and reasonable expecta- tions 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 1988 Bonds. SECTION 16. Notwithstanding any other provisions of this Series 1988 Bond Resolution, the covenants and authorizations contained in this Series 1988 Bond Resolution ( "Tax Sections ") which are designed to preserve the exclusion of interest on the Series 1988 Bonds from gross income under federal law ( "Tax Exemption ") need not be complied with if the Redevelopment District receives an opinion of bond -28- counsel that any Tax Section is unnecessary to preserve the Tax Exemption. SECTION 17. If, when the Series 1988 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 instruc- tions to call the Series 1988 Bonds or a portion thereof for redemp- tion 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 1988 Bonds or a portion thereof then outstanding shall be paid or (i) sufficient moneys, or (ii) direct obligations of, or obliga- tions 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 redemp- tion, then and in that case the Series 1988 Bonds or such portion thereof issued hereunder shall no longer be deemed outstanding or an indebtedness of the Redevelopment District. SECTION 18. The Bonds are hereby designated as "qualified tax - exempt obligations" for purposes of paragraph (3) of Section 265(b) of the Code, and any or all officials, officers, members, employees and agents of the Commission, the Department and the City are hereby authorized to execute on behalf of the Redevelopment District, the Department and the City any documents necessary or appropriate to evidence further such designation. It is reasonably anticipated that the amount of qualified tax - exempt obligations (as such term is used in subparagraph 265(b)(3)(C) of the Code) which will be issued by the Redevelopment District or otherwise by or on behalf of the City or subordinate entities during the calendar year in which the Series 1988 Bonds authorized herein are issued will not exceed $10,000,000. SECTION 19. If any section, paragraph or provision of this Series 1988 Bond Resolution shall be held to be invalid or unenforce- able for any reason the invalidity or unenforceability of such sec- tion, paragraph or provision shall not affect any of the remaining provisions of this Series 1988 Bond Resolution. SECTION 20. All resolutions and orders, or parts thereof, in conflict with the provisions of this Series 1988 Bond Resolution are, to the extent of such conflict, hereby repealed, and this Series 1988 Bond Resolution shall be in immediate effect from and after its adoption. SECTION 21. If the date making any payment or the last date for performance of any act or the exercising of any right, as provided in -29- this Series 1988 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 1988 Bond Resolution, and no interest shall accrue for the period after such nominal date. SECTION 22. Without notice to or consent of the owners of the Series 1988 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 1988 Bond Resolution or in any supplemental resolution; or (b) To grant to or confer upon the owners of the Series 1988 Bonds any additional benefits, rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Series 1988 Bonds or to make any change which, in the judgment of the Commission, is not to the prejudice of the owners of the Series 1988 Bonds. (c) To modify, amend or supplement this Series 1988 Bond Resolution to permit the qualification of the Series 1988 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 1988 Bonds; (d) To provide for the refunding or advance refunding of the Series 1988 Bonds; (e) To procure a rating on the Series 1988 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 1988 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 1988 Bonds. MZL 1 This Series 1988 Bond Resolution and the rights and obligations of the Commission and the owners of the Series 1988 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 1988 Bonds holding sixty percent (60 %) in aggregate principal amount of the outstanding Series 1988 Bonds (exclusive of Series 1988 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 1988 Bonds affected, reduce the principal amount of any Series 1988 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 1988 Bond or Series 1988 Bonds over any other Series 1988 Bond or Series 1988 Bonds, create a lien securing any Series 1988 Bonds other than a lien ratably securing all of the Series 1988 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 1988 Bonds and shall not be deemed an infringement of any of the provisions of this Series 1988 Bond Resolution or of the Act, and may be done and per- formed as fully and as freely as if expressly permitted by the terms of this Series 1988 Bond Resolution, and after such consent relating to such specified matters has been given, no owner shall have any right or interest to object to such action or in any manner to ques- tion the propriety thereof or to enjoin or restrain the Commission or any officer thereof from taking any action pursuant thereto. If the Commission shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the respective owners of the Series 1988 Bonds at their addresses appearing on the Series 1988 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 1988 Bonds. The Registrar shall not, however, be subject to any liability to any owners of the Series 1988 Bonds by reason of its failure to mail the notice described in this Section 22, and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this Section 22. Whenever at any time within one year after the date of the it mailing of such notice, the Commission shall receive an instrument or instruments purporting to be executed by the owners of the Series 1988 Bonds of not less than sixty percent (60 %) in aggregate princi- pal amount of the Series 1988 Bonds then outstanding (exclusive of Series 1988 Bonds, if any, owned by the Commission or the City), which instrument or instruments shall refer to the proposed supple- mental resolution described in such notice and shall specifically Mpc 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 1988 Bonds, whether or not such owner shall have consented thereto. If AMBAC Indemnity Corporation or any other municipal bond in- surance company agrees to insure the Series 1988 Bonds, whenever in this Series 1988 Bond Resolution the consent of and notice to any owners of the Series 1988 Bonds is required, the consent of and notice to AMBAC Indemnity Corporation, One State Street Plaza, New York, New York 10004, or such other insurer shall also be required. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section 22, this Series 1988 Resolution shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Series 1988 Bond Resolution shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. SECTION 23. The appropriate officers are hereby authorized to take all actions required to procure municipal bond insurance for the Series 1988 Bonds from municipal bond insurance companies including AMBAC Indemnity Corporation and to obtain a rating for the Series 1988 Bonds, if economically feasible and desirable. SECTION 24. In the event that the principal and redemption price, if applicable, and interest due on the Series 1988 Bonds shall be paid by AMBAC Indemnity Corporation pursuant to AMBAC's Municipal Bond Insurance Policy or such other municipal bond insurance company pursuant to the municipal bond insurance policy issued by such com- pany, the assignment and pledge of the Tax Increment and all cove- nants, agreements and other obligations of the Issuer to the Bond- holders shall continue to exist and AMBAC Indemnity Corporation or such other municipal bond insurance company shall be subrogated to the rights of such Bondholders. Adopted at a regular meeting of the Commission held on November 12, 1987, in the offices of the Commission located on the Twelfth (12th) floor of the County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION ATTEST: Jay im , Prfisi&biit Roman Piasecki, Secretary -32- s. •I —r• ' I• b ® CE D.4 ...also. r9 ,all A.E..E f� \�- -j E call., ..r.Y[ UET -7 EXHIBIT A I • S ETO. voter ' ^ 11111R50. ^I`I r j t°YIt Y./10 © 4r, - ' II R I`. �11 LL .. ESTER. .vl.Y[ ©• Lr 10.r. STREET VE1717 soYr Zino I___J�J ryj3r.rn Y GL� C �L=: so . 4 " ICI C j •.'T �• rpe ' ter—• �' TAT- IN ►� zi JU'trl 3r! D CENTIKAL Ai�_�\ q MpJR� s�• �'r, land S.n+..n._ MX I{A 4 OL Michael L. Vance Director, Administration and Finance CITY of SOUTH BEND ROGER O. PARENT, Mayor COUNTY CITY BUILDING EXHIBIT J Members of the South Bend Redevelopment Commission 12th Floor County -City Bldg. South Bend, IN 46601 SOUTH BEND, INDIANA 46601 November 12, 1987 2 19/284 -974 2 RE: Statement Concerning City of South Bend Redevelopment District Tax Increment Revenue Bonds of 1985 ( "Series 1985 Bonds ") and Tax Increment Revenue Bonds of 1986 ( "Series 1986 Bonds ") Dear Commissioners: This statement is being provided to you as you consider the authorization and issuance of Parity Bonds pursuant to the terms of Resolution Number 747 as amended ( "Series 1985 Bond Resolution "), which authorized the issuance of Tax Increment Revenue Bonds in aggregate principal amount of Four Million Two Hundred Thousand Dollars ($4,200,000), and Resolution Number 775 as amended ( "Series 1986 Bond Resolution "), which authorized the issuance of Tax Increment Revenue Bonds in aggregate principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). Please be advised that all interest and principal payments with respect to all bonds payable from the tax increment are current as of this date in accordance with the terms thereof with no payment in arrears. Further, the current balance in the Reserve Account established by the Series 1985 Bond Resolution and the Series 1986 Bond Resolution equals the Debt Service Reserve Requirement as provided for in said Resolutions. Sincerely, --A �Q� e. Michael L. Vance Director, Administration and Finance MLV /rds ' ' ' . SPRINGSTED EXHIBIT K Public Finance Advisors 251 North Illinois Street, Suite 1510 Indianapolis, Indiana 462041942 317237.3636 November 12, 1987 Mr. F. Jay Nimtz, President Members, Redevelopment Commission Mr. Jon R. Hunt, Executive Director Department of Economic Development City of South Bend 1200 County -City Building South Bend, Indiana 46601 RE: Certification for Tax Increment Parity Bonds We have prepared the attached bond maturity and cash flow schedule relating to a 1988 tax increment revenue bond issue in the amount of $1,800,000. The projected tax increment revenue stream demonstrated to be available for payments on the 1985, 1986 and 1988 tax increment bond issues is based on actual assessed values in place within the applicable tax allocation areas as of March 1, 1986 and is adjusted to March 1, 1987 values to the extent data is available from St. Joseph County. Final assessed values as of March 1, 1987 are not yet available from the County. We certify, based on the assumptions stated herein, that the tax increment revenue estimated to be received in each year bonds are outstanding is estimated to be equal to at least 150% of the estimated principal and interest requirements for each respective year during the terms of the 1985, 1986 and the 1988 tax increment bond issues. This certification is based, in part, on the fact that the Redevelopment Commission has passed a resolution finding that to authorize any payment to the respective taxing units from tax increment revenue will endanger the interests of the holders of the 1985, 1986 and 1988 series bonds. In making the revenue estimates for this certificate, we have adjusted the assessed values for current and future reductions of real property tax abatements granted to property owners within the allocation areas. No increases in the tax increment revenue stream were assumed resulting from projected inflation in property values or increases in property tax rates. We have assumed in computing compliance with the 150% coverage requirement, that $355,000 will be deposited in the principal and interest account no later than the closing on the 1988 tax increment bond issue. This money will be available to reduce, in effect, the net debt service requirements during the first three years, thus raising the coverage ratios to a minimum of 150 %. Home Office Wiscons.n Office 85 East Seventh Place, Suite 100 500 Elm Grove Roan 101 Saint Paul, 'Annesota 551012143 Elm Grove. Wisconsin 531220037 612-223.3000 414 782 8222 EXHIBIT K Mr. F. Jay Nimtz, President November 11, 1987 Page 2 The tax increment revenue stream upon which this certificate is based is calculated in a manner consistent with current law. If changes in State statutes occur prior to the closing of the parity bond issue, this certificate should be reaccomplished. 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