HomeMy WebLinkAbout4B Resolution No. 212 ( Bond Resolution - South Bend_Morris Civic Bonds 2022)RESOLUTION NO. 212
A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY
AUTHORIZING THE ISSUANCE OF SOUTH BEND REDEVELOPMENT
AUTHORITY LEASE RENTAL REVENUE BONDS OF 2022 (MORRIS PERFORMING
ARTS CENTER 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 undertake certain improvements to the Morris
Performing Arts Center (the “Performing Arts Center”) consisting of certain energy savings
improvements, renovations of the floor and seating, and certain other improvements at the
Performing Arts Center (collectively, the “Project”); and
WHEREAS, on November 22, 2022,2021, at a duly advertised and noticed public
meeting, the Authority did adopt its Resolution No. 210, whereby the Authority (a) stated its
intent to issue its South Bend Redevelopment Authority Lease Rental Revenue Bonds of 2022
(Morris Performing Arts Center) (the “Bonds”) in in an aggregate principal amount not to exceed
Seven Million Two Hundred Fifty Thousand Dollars ($7,250,000), to (i) finance a portion of the
cost of the 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
Project, 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 Project, funding a reserve fund,
if necessary, and the costs of issuing the Bonds, the Authority shall borrow an amount not to
exceed Seven Million Two Hundred Fifty Thousand Dollars ($7,250,000) through the issuance
and sale of its Bonds. The Bonds shall bear interest at a rate or rates not exceeding fivesix and
one-half percent (5.56.5%) per annum, and shall mature on February 1 and August 1 of each
year, beginning not earlier than August 1, 2022, with a maximum term of not to exceed
twenty-five (25) years, as finally set forth in the Indenture (as defined herein) at the time of the
execution and delivery of the Bonds to the purchaser or purchasers thereof. Interest on the Bonds
shall be payable semiannually on February 1 and August 1 of each year beginning not earlier than
August 1, 2022.
SECTION 2. The Bonds shall be subject to optional redemption by the Authority prior
to maturity on any date no sooner than five (5) years after the date of issuance of the Bonds, on
thirty days’ notice, in whole or in part, in order of maturity as determined by the Authority, and
by lot within a maturity, at face value plus accrued interest to the date fixed for redemption. The
Bonds may be subject to mandatory sinking fund redemption if so determined by the winning
bidder for the Bonds. The final redemption terms shall be as set forth in the Indenture at the time
of the execution and delivery of the Bonds to the purchaser or purchasers thereof.
The Authority hereby appoints U.S. Bank National Association to serve asSECTION 3.
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.
The Bonds shall be issued in accordance with and shall be secured by aSECTION 4.
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.
The Authority hereby directs Baker Tilly Municipal Advisors, LLC, asSECTION 5.
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.
The Authority authorizes the Bonds to be sold either by a competitive sale.SECTION 6.
Prior to the sale of the Bonds, the Secretary-Treasurer of the Authority or a negotiated sale as
provided herein. The Authority hereby authorizes the Controller of the City (the “Controller”) to
act on behalf of the Authority with respect to all actions necessary to provide for the sale of the
Bonds. The Controller, upon consultation with the Municipal Advisor, may determine to sell the
Bonds through a competitive sale. In the event the Bonds are sold by a competitive sale, the
Controller shall cause to be published a notice of intent to sell once each week for two weeks in
the South Bend Tribune and the Indianapolis Business Journal. 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: (l) 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
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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
on behalf of the Secretary-TreasurerController at the office of the Municipal Advisor, and the
Municipal Advisor, acting on behalf of the Secretary-TreasurerController, 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-TreasurerController 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
percent (99.0%) 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-TreasurerController 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-TreasurerController, 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.TheAt the election of the Authority, 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 Controller, acting on behalf of 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.
Notwithstanding anything in this Resolution to the contrary and in lieu of a competitive
sale of the Bonds pursuant to this Section, the Controller, upon consultation with the Municipal
Advisor, may determine to provide for the Bonds to be sold through a negotiated sale in the
manner and upon the terms and conditions set forth in a purchase agreement between the
Authority and an underwriter, bank, financial institution or other purchaser (the “Purchaser”) to
be selected by the Controller, at such prices and on such terms as may be determined at the time
of such sale and approved by the Controller. In the event of a negotiated sale, the Controller is
hereby authorized to approve and execute a bond purchase agreement (the “Purchase
Agreement”) on behalf of the Authority for the Bonds with the Purchaser, in a form and
substance approved by the Controller, such approval to be conclusively evidenced by the
execution thereof. Such Purchase Agreement may set forth the definitive terms and conditions
for such sale, but all such terms and conditions must be consistent with the terms and conditions
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of this Resolution, including without limitation, the interest rate or rates on the Bonds which
shall not exceed the maximum rate of interest for the Bonds authorized pursuant to this
Resolution.
Prior to the delivery of the Bonds the Secretary-Treasurer shall beSECTION 7.
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.
If the President and/or Vice-President, and/orSECTION 8.
Secretary-TreasurerController, with the advice of the Municipal Advisor to the Authority,
determinedetermines that market conditions at the time of the sale of the Bonds are such that the
Authority is able to finance the Project and related expenses by issuing Bonds in an aggregate
principal amount which is less than $7,250,000, then the Controller, on behalf of the Authority,
shall provide for the sale of, and the Authority shall issue, such lesser principal amount of Bonds.
The President or any officer of the Authority or the Controller isSECTION 9.
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.
Each Officer of the Authority and the Controller is hereby authorized andSECTION 10.
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.
This Resolution and the Indenture upon execution shall constitute aSECTION 11.
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.
This Resolution shall be in full force and effect from and after its passageSECTION 12.
by the Authority.
ADOPTED at a meeting of the South Bend Redevelopment Authority held on January
18,19, 2022, in 1400S County-City Building, 227 West Jefferson Boulevard, South Bend,
Indiana, 46601.
SOUTH BEND REDEVELOPMENT
AUTHORITY
Anthony Fitts, President
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ATTEST:
_____________________________________
Richard Klee, Vice President
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