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HomeMy WebLinkAboutResolution No. 207 (Authorizing Issuance of Bonds-South Bend 2019 Bonds Double Tracking Project)RESOLUTION NO. 207 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS OF 2019 (DOUBLE TRACKING PROJECT) AND ALL MATTERS RELATED THERETO WHEREAS, the South Bend Redevelopment Authority (the "Authority") has been created pursuant to Indiana Code 36-7-14.5 (the "Act") as a separate body corporate and politic serving 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 City has determined to pay a portion (such portion being referred to herein as the "City Payment") of the amount that St. Joseph County is obligated to pay as a cash participant under Indiana Code 36-7.5-4.5-16 in the Northern Indiana Commuter Transportation District ("NICTD") Main Line Double -Tracking Project which consists of the design, engineering, acquisition, renovation, construction, demolition, installation and/or improvement of certain rail lines owned and/or operated by NICTD and other projects relating to the foregoing projects (collectively, the "Double Tracking Project'); and WHEREAS, on October 10, 2019, at a duly advertised and noticed public meeting, the Authority did adopt its Resolution No. 205, whereby the Authority (a) stated its intent to issue its South Bend Redevelopment Authority Lease Rental Revenue Bonds of 2019 (Double Tracking Project) (the "Bonds") in in an aggregate principal amount not to exceed Eleven Million Dollars ($11,000,000), to (i) finance a portion of the cost of funding the City Payment which will be used by or on behalf of NICTD to pay for a portion of the cost of the Double Tracking Project; (ii) fund a debt service reserve fund, if necessary in connection with the issuance of the Bonds; and (iii) pay costs incurred in connection with the issuance of the Bonds; and WHEREAS, the Authority now seeks to duly authorize the issuance of the Bonds pursuant to the Act to provide funds for the payment of the costs of funding a portion of the City Payment, a reserve fund, if necessary, and the costs of issuance of the Bonds and to authorize and approve such actions as may be necessary to provide for the sale and issuance of the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT AUTHORITY, AS FOLLOWS: SECTION 1. In order to pay and finance the costs of the City Payment, a reserve fund, if necessary, and the costs of issuing the Bonds, the Authority shall borrow an amount not to exceed Eleven Million Dollars ($11,000,000) through the issuance and sale of its Bonds. The Bonds shall bear interest at a rate or rates not exceeding five percent (5.0%) per annum, and shall mature on February 1 and August 1 of each year, beginning not earlier than August 1, 2020, with a maximum term of eleven (11) years, as finally determined by the execution and delivery of the Bonds. Interest on the Bonds shall be payable semiannually on February 1 and August 1 of each year beginning not earlier than August 1, 2020. SECTION 2. The Bonds are not subject to optional redemption prior to maturity. The Bonds may be subject to mandatory sinking fund redemption if so determined by the winning bidder for the Bonds. SECTION 3. The Authority hereby appoints U.S. Bank National Association to serve as trustee (the "Trustee") for the Bonds to be issued by the Authority. The Trustee shall be charged with and shall by the Indenture (defined herein) undertake the duties and responsibilities customarily associated with such position, as evidenced by the Indenture. SECTION 4. The Bonds shall be issued in accordance with and shall be secured by a Trust Indenture to be dated as of the first day of the month in which the Bonds are issued (the "Indenture"), between the Authority and the Trustee, and the President and/or Vice -President and/or the Secretary -Treasurer of the Authority are hereby authorized to approve and execute the form of the Indenture containing provisions necessary or appropriate to effectuate these resolutions and to consummate the sale and issuance of the Bonds, said officers' execution and attestation thereof to be conclusive evidence of their approval of such Indenture. Upon its execution, the Secretary -Treasurer is authorized and directed to place a copy of the Indenture in the minute book immediately following the minutes of this meeting and said Indenture is made a party of this Resolution as if the same were fully set forth herein. SECTION 5. The Authority hereby directs Baker Tilly Municipal Advisors, LLC, as municipal advisor to the Authority (the "Municipal Advisor") to prepare an Official Statement for the Bonds for distribution to potential bidders on the Bonds. The President or any other Officer of the Authority is hereby authorized to approve the Official Statement and the President or any other Officer of the Authority is hereby authorized to deem and determine the Preliminary Official Statement as the Near Final Official Statement with respect to the Bonds for purposes of SEC Rule 15c2-12 (the "Rule"), subject to completion in accordance with such Rule and in the manner acceptable to such Officer of the Authority, and to place the Preliminary Official Statement into final form as the Final Official Statement (the "Final Official Statement"). The President or any other Officer of the Authority is authorized to sign the Final Official Statement and by such signature approve its distribution. SECTION 6. The Authority authorizes the Bonds to be sold by a competitive sale. Prior to the sale of the Bonds, the Secretary -Treasurer of the Authority shall cause to be published a notice of intent to sell once each week for two weeks in the South Bend Tribune and the Court & Commercial Record. The notice must state that any person interested in submitting a bid for the Bonds may furnish in writing at the address set forth in the notice, the person's name, address, and telephone number, and email address. The notice must also state: (1) the amount of the Bonds to be offered; (2) the denominations; (3) the dates of maturity; (4) the maximum rate or rates of interest; (5) the place of sale, and (6) the time within which the name, address and telephone number must be furnished, which must not be less than seven (7) days after the last publication of the notice. Each person so registered shall be notified of the final principal maturity schedule and of the date and time bids will be received not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by the person, and also by email if the person furnishes an email address. All bids for Bonds shall be sealed and shall be presented to the Municipal Advisor, acting PA on behalf of the Secretary -Treasurer at the office of the Municipal Advisor, and the Municipal Advisor, acting on behalf of the Secretary -Treasurer, shall continue to receive all bids offered until the hour fixed for the sale of the Bonds, at which time and place such bids shall be opened and considered. Bidders for the Bonds shall be required to name the rate or rates of interest which the Bonds are to bear, not exceeding the maximum rate set forth herein. Bids specifying more than one interest rate shall also specify the amount and maturities of the Bonds bearing each rate, and all Bonds maturing on the same date shall bear the same single rate of interest. Such rate or rates of interest shall be in multiples of one-eighth (1/8), one -twentieth (1/20), or one-hundredth (1/100) of one percent (1%). Subject to the provisions contained below, the Secretary -Treasurer shall award the Bonds to the bidder offering the lowest true interest cost to the Authority which is that rate which, when used to compute the total present value as of the date of delivery of the Bonds of all debt service payments on the Bonds on the basis of semiannual compounding, produces an amount equal to the sum of the par value of the Bonds minus any premium bid plus any discount. No bid for less than ninety-nine and one-half percent (99.5%) of the aggregate principal amount of the Bonds being sold, plus accrued interest at the rate or rates named to the date of delivery, will be considered. The Secretary -Treasurer shall have full right to reject any and all bids. In the event no acceptable bid is received at the time fixed for the sale of said Bonds, the Municipal Advisor, acting on behalf of the Secretary -Treasurer, shall be authorized to continue to receive bids from day to day thereafter for a period not to exceed thirty (30) days, without re -advertising; provided, however, that if said sale be continued, 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 of the Bonds. The winning bidder will be notified and instructed to submit a good faith deposit (the "Deposit") in the form of either a certified check or cashier's check or wire transfer in the amount of one percent (1 %) of the principal amount of the Bonds being sold to such winning bidder made payable to the order of the Authority not later than 3:00 p.m. (EST) on the next business day following the award. If such Deposit is not received by that time, the Authority may reject the bid. No interest on the Deposit will accrue to the successful bidder. The Deposit will be applied to the purchase price of the Bonds. In the event the successful bidder fails to honor its accepted bid, the Deposit will be retained by the Authority as liquidated damages. SECTION 7. 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 Barnes & Thornburg LLP, 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 8. If the President and/or Vice -President, and/or Secretary -Treasurer, with the advice of the Municipal Advisor to the Authority, determine that market conditions at the time of the sale of the Bonds are such that the Authority is able to finance the City Payment and related expenses by issuing Bonds in an aggregate principal amount which is less than $11,000,000, then the Authority shall issue such lesser principal amount of Bonds. SECTION 9. The President or any officer of the Authority is authorized and directed to take all steps necessary to procure a rating on the Bonds and/or obtain bond insurance and/or a reserve fund policy for the Bonds to the extent such officer determines, with the advice of the Municipal Advisor, that such rating, insurance, and/or reserve fund policy may be in the best interest of the Authority. 3 SECTION 10. Each Officer of the Authority is hereby authorized and directed to take all such actions and to execute all such instruments as such Officer or Officers deem necessary or desirable to carry out the transactions contemplated by this Resolution, including executing a Continuing Disclosure Contract with respect to the Bonds in compliance with the Rule, in such forms as the Officer or Officers executing the same shall deem proper, to be evidenced by the execution thereof. Any such documents heretofore executed and delivered and any such actions heretofore taken be, and the same hereby are, ratified and approved. SECTION 11. This Resolution and the Indenture upon execution shall constitute a contract between the Authority 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. SECTION 12. This Resolution shall be in full force and effect from and after its passage by the Authority. ADOPTED at a meeting of the South Bend Redevelopment Authority held on November 14, 2019, in 1400S County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana, 46601. ATTEST: Richard Klee, Sec etary-Treasurer DMS 15404120x2 4 SOUTH BEND REDEVELOPMENT AUTHORITY Anth y Fitts, Vice -P sident