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HomeMy WebLinkAboutBill No. 20-22 Amending Bond Ordinance/City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) �ouTx a� Filed in Clerk's Office PEA APR 2 n 2022 1865 s DAWN t JONES CITY CLERK SOUTH BEND, IN CITY OF SOUTHBEND COMMUNITY INVESTMENT Santiago Garces, Executive Director April 18, 2022 Sharon McBride President; South Bend Common Council 41'Floor,County-City Building South Bend, IN 46601 Re: Resolution to Approve of the Written Order of the South Bend Plan Commission Regarding the Proposed Tax Increment Finance("TIF")Area Realignment Dear President McBride: Enclosed for consideration by the Common Council is a resolution which approves of the written order of the South Bend Plan Commission(the"SBPC")evidenced by a resolution adopted by the SBPC on April 18,2022 (the"SBPC Resolution"),in connection with the proposed realignment of the River East TIF Area located in the City of South Bend(the"City"). The SBPC Resolution approved of action taken by the South Bend Redevelopment Commission(the "Redevelopment Commission")on April 14, 2022,to adopt declaratory resolutions for the purpose of: (i) (i)designating and declaring certain areas within the City to be redevelopment areas and an allocation area for purposes of tax increment financing to expand the existing River East Development Area(the"River East Area"); (ii) adding certain parcels of property to the River East Area property acquisition list; and(iii)approving an amended and restated development plan for the River East Area(the"River East Plan"); and The purpose of the proposed TIF realignment is to more accurately reflect the boundaries of the redevelopment and economic development areas in the City in light of the ongoing development plans for the City. Moreover,the realignment serves the inter-related goals of fiscal stewardship, economic development, and neighborhood revitalization. Through this action the City will be able to address infrastructure, grow community assets, and aid development projects to support a high quality of life while also continuing a proactive approach to job creation and new investment. This resolution is part of the approval process required under Indiana Code 36-7-14, which approval process would conclude with consideration by the Redevelopment Commission of confirming resolutions following a public hearing after approving action by the Common Council on the attached resolution. EXCELLENCE ACCOUNTABILITY INNOVATION INCLUSION EMPOWERMENT 1400S County-City Building 227 W.Jefferson Blvd. South Bend,Indiana 46601 p 574.235.9371 www.southbendin.gov [Filed Clerk's Office Dawn M. Jones, City ClerkCity of South BendR 1 ? 2�2Z April 19, 2022Page 2 N hitJ ,,SSOUTH SEND, IN Since the City is the issuer of the Bonds and a party to these agreements, the above- referenced modifications must be approved by the Common Council. We request that you place the Amending Bond Ordinance on the Common Council's agenda for first reading at their meeting on April 25,2022 and a second reading and public hearing at the Common Council's meeting on May 9, 2022. Please let me know if you have any questions regarding the above-referenced items. Thank you. Sincerely, BARNES &THORNBURG LLP Philip J. accenda, Jr. PJE/bej Filed in Clergy's Office Enclosure APR 2 n 20 6X_WN M.ju�r=s CITY CLERK,SOUTH BEND, IN DMS 22490810v1 BARNES&THORNBURG LLP Filed in Clerk's Office Fled in Clerk's Office :APR ? n 2027_ APR 1 9 2022BILL N0. _D .JONES DAWN M. JONES CITY CLERK, SOUTH BEND, IN CITY CLERK SOUTH BEND IN 'ORDINANCE NO. AN ORDINANCE SUPPLEMENTING AND AMENDING ORDINANCE NO. 9722-06, ORDINANCE NO. 9968-09, AND ORDINANCE NO. 10142-11 PERTAINING TO THE CITY OF SOUTH BEND, INDIANA VARIABLE RATE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2007 (PEI/GENESIS PROJECT) (THE "BONDS"), APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A THIRD AMENDED AND RESTATED TRUST INDENTURE, A THIRD AMENDED AND RESTATED LOAN AGREEMENT AND OTHER DOCUMENTS RELATED TO THE BONDS AND AUTHORIZING PROPER OFFICERS TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION THEREWITH AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO STATEMENT OF PURPOSE AND INTENT The City of South Bend, Indiana (the "City") is a political subdivision of the State of Indiana,and by virtue of Title 36,Article 7,Chapters 11.9 and 12,of the Indiana Code,as amended (the"Act"), is authorized and empowered to adopt this Ordinance and to carry out its provisions. Pursuant to Ordinance No. 9722-06, adopted by this Common Council (the"Council") of the City on or about November 27, 2006 (the"Original Ordinance"),the City on or about January 30, 2007 issued, sold and delivered those certain City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) in an aggregate principal amount of$8,105,000 (the `Bonds") (presently outstanding in the aggregate principal amount of $5,860,000), and loaned the proceeds thereof to PEI/Genesis, Inc., a Pennsylvania corporation ("PEI") and Tuliptree Associates, LLC, a Pennsylvania limited liability company ("Tuliptree") (PEI and Tuliptree being sometimes collectively referred to herein as the "Borrower") to finance and refinance certain economic development facilities as described in the Original Ordinance. In 2009, the Original Ordinance was supplemented and amended by Ordinance No. 9968- 09, adopted by the Council on October 12,2009(the"2009 Ordinance")and further supplemented and amended by Ordinance No. 10142-11, adopted by the Council on December 11, 2011 (the "2011 Ordinance" and collectively with the Original Ordinance and the 2009 Ordinance, the "Earlier Ordinances"). The Borrower has requested that the City enter into(i)a Third Amended and Restated Trust Indenture (the "Third Amended and Restated Indenture") with U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), pertaining to the Bonds, which Third Amended and Restated Indenture would make some non-substantive changes, and would substantively replace the London Interbank Offered Rate ("LIBOR") based interest mode for the Bonds, as the use of LIBOR is being discontinued in the financial markets,with an interest rate mode based upon f i -d in Clen<'s 7ice FAPR � n 2022 A;PR I ? 20 DAI CITY CLi= the dollat?30pea a funding rate known as `BSBY" (the Bloomberg hort- yank Yield Index), and(15i)-w—ith the approval of the holder of the Bonds, a Third Ame __ tated Loan-ND, IN i ----__ Agreement (the "Third Amended and Restated Agreement') with Tuliptree to provide for the removal of PEI as a borrower thereunder and for Tuliptree to be the sole remaining borrower thereunder. The Common Council conducted a public hearing on May 9, 2022, on the proposed execution and delivery of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement, and, believes that such proposed matters will be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies with the purposes and provisions of the Act. The Common Council wishes to amend, supplement and restate (i) that certain Second Amended and Restated Trust Indenture, dated January 3, 2012,between the City and the Trustee, as set forth in the Third Amended and Restated Indenture, and (ii) that certain Second Amended and Restated Loan Agreement, dated January 3, 2012, between the City and the Borrower, as set forth in the Third Amended and Restated Agreement. NOW,THEREFORE,BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA AS FOLLOWS: SECTION I. Incorporation of Recitals. The recitals contained in this Ordinance and in the Earlier Ordinances are true and correct and are incorporated in this Ordinance by this reference. SECTION II. Incorporation of Previous Findings. Each of the findings which are contained in the Earlier Ordinances is true and correct and is incorporated in this Ordinance by this reference. SECTION III. Findings; Public Benefits. This Council finds that the execution and delivery of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement (i) will be of benefit to the health and general welfare of the City and its citizens, and (ii) complies with the purposes and provisions of the Act. SECTION IV. Authorizations. The Council hereby authorizes the execution and delivery of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement. SECTION V. Approval of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement. The Third Amended and Restated Indenture and the Third Amended and Restated Agreement are hereby approved in the forms submitted to this meeting,and a copy of each such document shall be kept on file by the City Clerk(the"Clerk"). The Mayor(the"Executive")and the Clerk are hereby authorized and directed to execute and deliver such documents without further approval of the Council in substantially the forms herein approved with such additions, deletions and modifications thereto as may be approved by the Executive and the Clerk, as permitted under the Act, the execution thereof being conclusive evidence of such approval and of the approval of the Council; and the Clerk, or any authorized representative of the City, is hereby authorized and directed to affix the 2 I 110ii in Clerk's Office Filed in ClerK's Office 1--PR 19 2027 Office APR 7027 I i "�4�6n'of ed'-- s o copies o 1*T Ahi6nd DAViseal of the City to such documents and to attest the same. Tw IN CITY CLERr4,�,0'-R'e§teCted:-Inoqrtlure and the Third Amended and Restated Agreement, heee�y-irrcorpbrated-SEND,IN into this-ot-di e, were duly filed in the Office of the Clerk and are available for public inspection in accordance with Section 36-1-5-4 of the Indiana Code. SECTION VI. Limited Obligation. THE BONDS AND THE INTEREST THEREON DO NOT AND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF, OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF,THE CITY, BUT ARE LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM REVENUES AND OTHER AMOUNTS DERIVED FROM THE THIRD AMENDED AND RESTATED AGREEMENT. SECTION VII. Other Actions. The Executive and the Clerk are hereby authorized and directed to execute and deliver, in the name and on behalf of the City, any and all additional documents and instruments necessary or proper and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Ordinance (including the recitals hereto and the documents mentioned herein). The Executive and Clerk may, by their execution of the documents requiring their signatures or imprinting of their facsimile signatures thereon, approve changes therein and also in those documents which do not require the signature of the Executive and/or Clerk without further approval of this Council if such changes do not affect terms set forth in Indiana Code Title 36, Article 7, Chapter 12, Section 27(a)(1) through (a)(10). SECTION VIII. No Personal Liability. No stipulation, obligation or agreement herein contained or contained in the Third Amended and Restated Indenture and the Third Amended and Restated Agreement, the Bonds or in any other agreement or document executed on behalf of the City shall be deemed to be a stipulation, obligation or agreement of any member of the Council, or any officer, agent or employee of the City in his or her individual capacity, and no such member of the Council, officer, agent or employee shall be personally liable on the Bonds or be subject to personal liability or accountability by reason of the issuance thereof. SECTION IX. Action Approved and Confirmed. All acts of the officers of the City which are in conformity with the purpose and intent of this Ordinance and in the furtherance of the execution, delivery and performance of the documents and agreements authorized hereby are in all respects ratified, approved and confirmed. SECTION X. Severabilit . If any provision of this Ordinance shall be held or deemed to be illegal, inoperative or unenforceable, the same shall not affect any other provision or cause any other provision to be invalid, inoperative or unenforceable to any extent whatsoever. SECTION XI. No Conflict. Any ordinances, resolutions or orders or parts thereof in conflict with this Ordinance are to the extent of such conflict hereby repealed. 3 Efull n Clerk's Office PR � n ?02? SECTION XII. Effective Date. This Ordinance shall b -�l efffrom and after its adoption by the Common Council,approval by the r `'G � . of any procedures required by applicable law. ---___.____ ND, IN PASSED AND ADOPTED by the Common Council of the City of South Bend, Indiana, this day of , 2022. Sharon McBride, Council President South Bend Common Council Attest: Dawn M. Jones, MPA, City Clerk Office of the City Clerk Presented by me, the undersigned Clerk of the City of South Bend, to the Mayor of the City of South Bend, Indiana on the day of , 2022, at o'clock M. Dawn M. Jones, MPA, City Clerk Office of the City Clerk Approved and signed by me on the day of , 2022, at o'clock .m. James Mueller, Mayor City of South Bend, Indian ----------. ___ f iled in Clerk's Office r,PR 9 202? —bAWN A71-70 ES Clfl'Gi_ERK, SOUTH SEND,IN 4 f ilod in Cler,� s7ice DAWN M. ,;(JIVES CITY CLERK, S t!Ty I END, 1N i DMS 22453673 - MEAPIR Clerk's Office 2 n 2021 DAWN , iI JONES CITY CLERK, SOUTH BEND,IN 5