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Home My WebLink About1998-02-23 Resolution 119 n U RESOLUTION NO. < < q RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY APPROVING A MODIFICATION TO THE LEASE FOR MORRIS PERFORMING ARTS CENTER PROJECT AND APPROVING THE EXECUTION OF AN ADDENDUM TO THE LEASE WHEREAS, the South Bend Redevelopment Authority (the "Authority") previously entered into a Lease between the Authority and the South Bend Redevelopment Commission (the "Commission") dated as of March 1,1992, as amended by an Addendum to Lease dated as of August 7, 1992 (collectively, the "Original Lease"), whereby the Authority currently leases certain land and a building located thereon commonly known as Palais Royale to the Commission; and WHEREAS, the Authority and the Commission amended and restated the Original • Lease by entering into and adopting an Amended and Restated Lease, dated as of May 1, 1997 (the "Original Amended and Restated Lease"), amended January 15, 1998 (collectively, the "Amended and Restated Lease"), the purpose of which is to provide for the acquisition, construction, renovation and equipping of the Morris Performing Arts Center which includes improvements to certain portions of the Palais Royale and acquisition of and improvements to the adjacent facility known as Morris Civic Center; and WHEREAS, the Authority received bids for the sale of its Lease Rental Revenue Bond on February 18, 1998, and the lowest and best bid for said Bond was received from City Securities Corporation as the bidder offering the lowest net interest cost to the Authority, determined by computing the total interest on all of the Bonds from the date thereof to their maturities and deducting therefrom the premium bid, if any, or adding thereto the amount of any discount, if any, • with a net interest rate of 4.95163%, which bid was accepted; and ... . --~. . „' , • WHEREAS, Section 4 of the Amended and Restated Lease provides that the annual rental shall be reduced following the sale of the Bonds; and WHEREAS, the Authority desires to approve and execute an addendum to the Amended and Restated Lease (the "Addendum"), a copy of which is hereby attached as Exhibit A, making certain amendments to the Amended and Restated Lease to reduce the maximum lease rental amount payable under the Amended and Restated Lease and to modify the description of the Project provided in Exhibit C of the Amended and Restated Lease; NOW, THEREFORE, ,BE IT RESOLVED by the South Bend Redevelopment Authority, as follows: 1. The Authority hereby approves the Addendum set forth in Exhibit A attached hereto. 2. All remaining terms, covenants and conditions as set forth in the Amended • and Restated Lease shall remain in full force and effect. 3. The President or Vice-President and Secretary-Treasurer of the Authority are hereby authorized and directed to execute and attest, respectively, the Addendum. 4. This resolution shall be in full force and effect after its adoption by the Authority. • ::ODMA\I'CDOCS\SBDOCS 1\7458\ 1 **~*~ -2- a r • ADOPTED at a meeting of the South Bend Redevelopment Authority held on February 23, 1998, at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT AUTHORITY ~~`~-~ By: Presi t ATTEST: Secretary-Treasure • C7 -3- :ODMA\PCDOCS\SBDOCS 1\7458U ~. , - • ADDENDUM TO LEASE BETWEEN THE SOUTH BEND REDEVELOPMENT AUTHORITY, AS LESSOR, AND THE SOUTH BEND REDEVELOPMENT COMMISSION, AS LESSEE {PALAIS ROYALE/MORRIS CIVIC CENTER PROJECT) THIS ADDENDUM, made and entered into as of this 1st day of March, 1998, by and between the South Bend Redevelopment Authority, a body corporate and politic organized and existing under Indiana Code 36-7-14.5 (hereinafter with its successors and assigns referred to as the "Authority"), and the South Bend Redevelopment Commission, the governing body of the South Bend Department of Redevelopment and the Redevelopment District of South Bend, Indiana (hereinafter called the "Lessee"), WITNESSETH: In consideration of the mutual covenants herein contained, it is agreed that the Amended and Restated Lease (Palais Royale/Morris Civic Center Project) previously entered into • between said parties and dated as of May 1,1997 (the "Amended and Restated Lease"), and amended pursuant to an Addendum to Lease dated as of January 15, 1998 (all collectively referred to herein as the "Lease"), shall be further amended as follows: 1. The following definitions in Section 1 of the Lease are amended as follows: "Lease Resolution" means Resolution No. 1572 of the Commission passed on January 16, 1998, establishing certain funds and accounts for the payment of lease rentals for the Project, as defined herein. "Trustee" means Norwest Bank Indiana, N.A., 111 East Wayne, Fort Wayne, IN 46801-6642, as trustee pursuant to the Trust Agreement, and any successor trustee. '~ 2. Section 4(b) of the Lease is amended to read as follows: (b) The first semi-annual rental installment for the AdditionaUCombined Project in the amount of Five Hundred Sixty-nine Thousand Five Hundred and 00/100 Dollars ($569,500.00), or such lesser amount as a result of the Lessee receiving a credit as expressly permitted pursuant to the applicable section of the Additional • Trust Agreement as a result of funds on deposit in the Excess Funds Account of the • Operation and Reserve Fund which, when added to the funds on deposit in the Reserve Fund, are in excess of the Three Payment Amount, shall be due on the day that the Additional/Combined Project is completed and ready for use, or January 28, 2000, whichever is later. If completion is later than January 28, 2000, the first installment shall be in an amount which provides for rental at the rate specified in Exhibit D(21 (or such lesser amount as a result of the Lessee receiving a credit as expressly permitted pursuant to the applicable section of the Additional Trust Agreement as a result of funds remaining on deposit in the Excess Funds Account of the Operation and Reserve Fund which, when added to the funds on deposit in the Reserve Fund, are in excess of the Three Payment Amount), for the semi-annual period in which the AdditionaUCombined Project is completed is ready for use, prorated from the date of completion until the first January 28 or July 28 following such date of completion. Thereafter, such rentals shall be payable in advance in semi-annual installments on January 28 and July 28 of each year as provided for in the lease payment schedule attached hereto as Exhibit D(21(or such lesser amount as a result of the Lessee receiving a credit as expressly permitted pursuant to the applicable section of the Additional Trust Agreement as a result of funds on deposit - in the Excess Funds Account of the Operation and Reserve Fund which are, when added to the funds on deposit in the Reserve Fund, in excess of the Three Payment Amount). The last semi-annual rental payment due before the expiration of this Lease shall be adjusted to provide for rental at the amount specified above for the applicable semi-annual period prorated from the date such installment is due to the • date of the expiration of this Lease (without taking into account any subsequent earlier termination of this Lease pursuant to Section 2 hereof). For purposes of this Lease, rental payments shall be allocable among the Original Project, the Additional Project, and the Combined Project as follows: (i) thirty percent (30%) of the amount required to be paid under Section 4(a) hereof shall be allocable to the Original Project, as reflected on Exhibit D(11; (ii) eighty percent (80%) of the amount required to be paid under Section 4(b) hereof shall be allocable to the Additional Project, as reflected on Exhibit D(21; and (iii) the remaining amounts required to be paid under Sections 4(a) and 4(b) shall be allocable to the Combined Project as reflected in Exhibits D(1 and D(21. After the sale of the Additional Bonds issued by the Authority to pay the cost of the Additional/Combined Project and the other expenses incidental thereto, the first semiannual rental installment and the sum of the second and third semiannual rental installments and the sum of the fourth and fifth semiannual rental installments, and so on, shall be reduced to an amount equal to the multiple of One Thousand Dollars ($1,000) next highest to the sum of principal and interest due on the Bonds in the year ending on each February 1 plus Three Thousand Dollars ($3,000), payable -2- ::ODMA\PCDOCSISBDOCS 1\7369\ l in equal semiannual installments. Such amount of reduced annual rental shall be • endorsed on this Lease at the end hereof by the parties hereto as soon as the same can be done after the sale of the Additional Bonds, and such endorsement shall be recorded as an addendum to this Lease. In the case of the AdditionaUCombined Project, the Lessee will not take any action or fail to take any action that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Additional Bonds pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as in effect on the date of delivery of the Additional Bonds, nor will the Lessee act in any manner which would adversely affect such exclusion. The Lessee further covenants that it will not make any investment or do any other act or thing during the period that any Additional Bond is outstanding hereunder which would cause any Additional Bond to bean "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder as in effect on the date of delivery of the Additional Bonds. All officers, members, employees and agents of the Lessee are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessee as of the date the Additional Bonds are issued and to enter into covenants on behalf of the Lessee evidencing the Lessee's commitments made herein. • 3. Exhibit C of the Lease as amended to read as follows: EXHIBIT C PROJECT DESCRIPTION Additional Project The Additional Project consists of the acquisition, construction, renovation, and equipping of the Morris Civic Center, specifically: (i) the renovation of the auditorium, including the installation of new seating, restoration of plaster and painting restoration with historic decorative painting, installation of new draperies and curtains, improvement of the current existing lighting, replacement of the historical marquee; renovation and construction of concession areas; renovation and construction of restroom improvements; installation and construction of a new sound mixing position; and the renovation and construction of several technical booths (to provide for projection, follow spot lighting, lighting, and audio); the renovation and installation of theatrical lighting, architectural lighting, a cloak room and additional ticket booth; (ii) demolition of the existing stagehouse and construction and equipping of an expanded stage house which will extend approximately fifty (50) feet west of the existing Morris Civic Center with a height of approximately seventy (70) feet which stagehouse will contain a stage, stage floor, storage areas, dressing rooms, makeup rooms, restrooms, a piano vault, equipment and instrument storage rooms, a stage manager's booth, a loading dock with capacity for two (2) tractor-trailers, a fire curtain, a main curtain, • ::ODMA\PCDOCS\SBDOCS I V369\ i -3- • installation of riggings and draperies, technical facilities, orchestra shell, an expanded orchestra pit with pit lift, a scene storage area, additional wing space, backstage elevator for handicapped access and movement of equipment and new HVAC equipment with zoned heating and air conditioning; and (iii) the renovation and construction of parking lot improvements adj acent to and near the Morris Civic Center facility; and Combined Project The Combined Project consists of the construction, renovation, and equipping of the grand ballroom located in the Palais Royale including restoration of the entrance marquee and lobby; the provision of elevator access to the grand ballroom, restoration of the grand entrance staircase to the grand ballroom; restoration/replacement of the .ballroom floor; restoration of plaster; painting restoration with historic decorative painting; installation of architectural lighting, ceiling chandeliers, special use lighting and dimming equipment for the platform area; the installation of a band platform with moveable units, sound system, and storage areas; installation of a dance floor; renovation and construction of restrooms, an equipped kitchen, a supply elevator between the basement and the kitchen, acquisition of tables and chairs, construction of balcony level conference rooms and offices, the installation of new HVAC equipment and the construction and renovation of a cloakroom. The Additional Project and the Combined Project are all located on the following described real property, owned or to be acquired by the Authority or in which the Authority has secured or will secure an insurable easement: DESCRIPTION -PARCEL NO. 1 A parcel of land located in the West Half (Wl/2) of the Northwest Quarter (NW1/4) of Section Twelve (12), Township Thirty-Seven (37) North Range Two (02) East of the Second Principal Meridian, all being located in Portage Township, City of South Bend, St. Joseph County, Indiana and being a part of Lot 4 and Lot 5 as shown on The Original Plat of Town, now City of South Bend and as described in Deed Book 595, Page 73 and being more particularly described as follows: All of Lot No. 4 of said Original Plat and the north 42' of Lot No. 5 of said Original Plat of the Town, now City of South Bend and containing 17,820 square feet, more or less. DESCRIPTION -PARCEL N0.2 A parcel of land located in the West Half (Wl/2) of the Northwest Quarter (NW1/4) of Section Twelve (12), Township Thirty-Seven (37) North Range Two (02) East of the Second Principal Meridian, all being located in Portage Township, City of South Bend, St. Joseph County, Indiana and being a part of Lot No. 8 and Lot No. 9 of the -4- ::ODMAU'CDOCS\SBDOCS 1\7369\ 1 Plat of the Original Town, now City of South Bend and being more particularly • described as follows: Beginning at the Northeast corner of said Lot 9 of the Plat of the Original Town, now City of South Bend; thence south along the east line of Lot 9 and Lot 8 and also being along the west line of a 14-feet wide, north/south alley lying midway between Main Street on the west and Michigan Street on the east, a distance of 108 feet, thence west, parallel with the north line of said Lot No. 9, a distance of 36 feet; thence north, parallel with and 36 feet west of the east line of said Lots 8 and 9, a distance of 108 feet to a point on the north line of said Lot No. 9; thence east along the north line of said Lot No. 9 and also being along the south line of a 14-feet wide east/west alley lying midway between LaSalle Street on the north and Colfax Avenue on the south, a distance of 36 feet to the Point of Beginning of this description and containing 3888 square feet, more or less. DESCRIPTION -PARCEL 3 A parcel of land being a part of the Lots 4,5, 6, 8 & 9 in the original Plat of South Bend as shown on the recorded Plat in the Office of the Recorder of St. Joseph County, Indiana and being more particularly described as follows: • (i) Beginning at the Southeast corner of said Lot 6; thence West along the South line of said Lot 6, a distance of 165.00 feet; thence North, a distance of 66.00 feet; thence West, a distance of 7.00 feet; thence North, a distance of 17.98 feet;_thence West, a distance of 49.00 feet; thence North, a distance of 41.83 feet; thence West, a distance of 7.00 feet; thence north, a distance of 11.60 feet; thence north 75°00'00" West, a distance of 18.93 feet; thence North 15°00'00" East, a distance of 3.67 feet; thence North 75°00'00" West, a distance of 21.91 feet to the West line of a parcel of land conveyed to Edward Kalamaros; thence North along said West line, a distance of 46.52 feet to the North line of said Lot 9; thence East along said North line of said Lot 9, a distance of 266.50 feet to the Northeast corner of said Lot 4; thence South, a distance of 198 feet to the place of beginning containing 41753.79 square feet more or less; and (ii) Commencing at the Nortlv'West corner of Lot 6, original Plat of South Bend; thence West 7 feet to the center line of the partially vacated North/South alley and the point of beginning; thence continuing West 7 feet to the West line of the alley; thence North 35 feet along the West line of the alley; thence East 7 feet to the center line of the alley; thence South 35 feet along the center line to the point of beginning. Containing .005 acre. -5- :ODMA\PCDOCSISBDOCS 1\7369\ I • DESCRIPTION -PARCEL 4 A parcel of land being a part of Lot 8 in the Original Plat of South Bend as shown on the recorded plat in the Office of the Recorder of St. Joseph County, Indiana and being more particularly described as follows: ' Commencing at the Southwest corner of said Lot 8; thence East along. the South line of said Lot 8, a distance of 77.50 feet; thence north, a distance of 6.61 feet to the place of beginning for this description also being on the West line of a parcel of land owned by the Edward Kalamaros; thence continuing North along said West line of the Kalamaros property, a distance of 53.86 to a point ofnon-tangent curve; thence Easterly, Southeasterly and Southwesterly along a curve to the right having a radius of 27.00 feet and a central angle of 171-49'-26" and limited in length by a chord that bears South, a distance of 53.86 feet to the place of beginning containing 1,041 square feet more or less. _ DESCRIPTION -PARCEL 5 (Waterworks Easement) Lot 10 and a part of the Lots 8 and 9 in the Original Plat of South Bend as shown on the recorded plat in the Office of the Recorder of St. Joseph County, Indiana and being more particularly described as follows: • Commencing at the Southwest corner of said Lot 8; thence North along the West line of said Lot 8, a distance of 1.25 feet to the place of beginning for this description; thence continuing North, a distance of 103.75 feet to the Northwest corner of said Lot 9; thence East along the North line of said Lot 9, a distance of 77.50 feet; thence South, a distance of 131.25 feet; thence West, a distance of 0.28 feet; thence North, a distance of 0.50 feet; thence West, a distance of 35.83 feet; thence North, a distance of 4.50 feet; thence West, a distance of 7.75 feet; thence South, a distance of 4.50 feet; thence West, a distance of 33.64 feet to the place of beginning containing 20,988 square feet more or less. DESCRIPTION -PARCEL 6 (Alley Easement) The first East/West alley North of West Colfax Avenue from the East right-of--way of North Main Street to the West right-of--way of North Michigan Street for a distance of approximately 344 feet and a width of 14 feet. Beginning at the North/West corner of Lot 9, Original Plat of South Bend, being the same as the Eastright-of--way of North Main Street and the South right-of--way of the East/West alley; thence North 14 feet along the East right-of--way of North Main Street extended to the South/West corner of Lot 10, being the same as the East right- of-way of North Main Street and the North right-of--way of the East/West alley; • -6- ::ODMA\PCDOCS\SBDOCS 117369\i • thence East a distance of approximately 344 feet to the West right-of--way of North Michigan Street; thence South 14 feet along the West right-of--way of North Michigan Street to the North/East corner of Lot 4, being the same as the West right- of-way of North Michigan Street and the South right-of--way line of the East/West alley; thence West approximately 344 feet along the South right-of--way of the alley, to the point of beginning. Part located in the Original Plat of South Bend, St. Joseph County, Indiana. Containing .I 1 acre 4. Exhibit D(2) of the Lease is amended to read as follows: EXHIBIT D(21 LEASE PAYMENT SCHEDULE FOR ADDITIONAL/COMBINED PROJECT Total Amount of Lease Amount of Lease Lease Payment Payment Allocable Payment Allocable Payment AdditionaUCombined to Additional ~ to Combined Date Project Project 80%~ Project (20%) 1/28/00 $ 569,500 $ 455,600 $ 113,900 7/28/00 568,000 454,400 113,600 • 1/28/01 568,000 ~ 454,400 .113,600 7/28/01 566,000 452,800 113,200 1/28/02 566,000 452,800 113,200 7/28/02 569,000 455,200 113,800 1/28/03 569,000 455,200 113,800 7/28/03 566,000 452,800 113,200 1/28/04 566,000 452,800 113,200 7/28/04 568,000 454,400 113,600 1/28/05 568,000 454,400 113,600 7/28/05 569,000 455,200 113,800 1/28/06 569,000 455,200 113,800 7/28/06 569,000 ~ 455,200 113,800 1/28/07 569,000 455,200 113,800 7/28/07 568,500 454,800 113,700 1/28/08 568,500 454,800 113,700 7/28/08 570,000 456,000 114,000 1/28/09 570,000 456,000 114,000 7/28/09 572,500 458,000 114,500 1/28/10 572,500 458,000 114,500 7/28/10 569,000 455,200 113,800 1/28/11 569,000 455,200 113,800 -7- ::ODMA\PCDOCS\SBDOCS 1\7369\ i • 7/28/11 574,000 459,200 114,800 1/28/12 574,000 459,200 114,800 7!28/12 572,500 458,000 114,500 1/28/13 572,500 458,000 114,500 7/28/13 575,000 460,000 115,000 1/28/14 575,000 460,000 115,000 7/28/14 576,000 460,800 115,200 1/28/15 576,000 460,800 115,200 7/28/15 578,000 462,400 115,600 1/28/16 578,000 462,400 115,600 7/28/16 580,500 464,400 116,100 1/28/17 580,500 464,400 116,100 5. The parties hereto acknowledge that all remaining terms, covenants and conditions as set forth in the Lease. ***~* • • ::ODMA\f'CDOCS\SB DOCS i \7369\ t -8- IN WITNESS WHEREOF, the parties hereto have caused this Addendum to Lease to be executed for and on their behalf on the day and year first hereinabove written. SOUTH BE/ND REDEVELOPMENT AUTHORITY /C, ~; Pr ident( ATTEST: Secretary-Treasurer SOUTH BEND REDEVELOPMENT COMMISSION President ATTEST: ,~ . Secretary • -9- ::ODMA\PCDOCS\SBDOCS 1 \7369\ t • • STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared I.,~ ~ 2 (~ E. LQ G~. Ccv s ~ and ~y2 G(.v ~ (3 . C Q vn ~t a , personal y known by me to be the President and Secretary-Treasurer, respectively, of the South end Redevelopment Authority, and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of said Authority. WITNESS my hand and Notarial Seal this ~ ~ day of ~G~-~(ti,, 1998. Q ~ t_ ritten Signa e) SEAL) e ~ ~t Le.c ~ Q;i- ~- ( ted Signature) My cornn:ission expires: {~,..~Q. l ~ ~0O1 I am a resident of ~ County, Indiana. STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Robert W. Hunt, personally known. by me to be the President of the South Bend Redevelopment Commission, and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of said Commission. WITNESS my hand and Notarial Seal this ~~'day of ~u~c,l v, 1998. ~~G n ~.J (SEAL) l~ NIy commission expires: ~'` ~ ~~ ~~o / I am a resident of ounty, Indiana. ::ODMA\PCDOCS\SBDOCS I\7369\ I -10- Signature) • STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) . Before me, the undersigned, a Notary Public in and for said State, personally appeared Paula N. Auburn, personally known by me to be the Secretary of the South Bend Redevelopment Commission, and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of said Commission. WITNESS my hand and Notarial Seal this `~' ~ day of ~~¢hL`U , 1998. 1 ~~:~G ( en Signatur~) (Print Signature). My commission expires: 1 g a0p I . I am a resident of ~~ County, Indiana. C] This instrument prepared by Steven L. Washington, BAKER & DANIELS, 205 West Jefferson Boulevard, South Bend, Indiana 46601. • ::ODMA\PCDOCS\SBDOCS 1\7369\ 1 -11-