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HomeMy WebLinkAbout2001-04-16 Resolution 145r` RESOLUTION NO. ~~ ~ • RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE REFUNDING AND IMPROVEMENT BONDS OF 2001 (CENTURY CENTER PROJECT) AND OTHER RELATED MATTERS WHEREAS, the South Bend Redevelopment Authority (the "Authority") has been created pursuant to I.C. 36-7-14:5 as a separate body, corporate and politic, and 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 Authority intends to issue bonds in an aggregate principal amount not to exceed Seven Million and 00/100 Dollars ($7,000,000.00) pursuant to I.C. 36-7-14.5-19 and I.C. 5-1-5 to be known as the "South Bend Redevelopment Authority Lease Rental Revenue • Refunding and Improvement Bonds of 2001 (Century Center Project)" (the "Bonds"), the proceeds of which, along with certain cash on hand, are to be used to (i) advance refund the South Bend Redevelopment Authority Lease Rental Revenue Bonds of 1994 (Century Center Project) (the. "Refunded Bonds") issued in 1994 to finance the acquisition of and construction of certain local public improvements to the Century Center facility located in the City (the "Project") and the costs of issuance of the Refunded Bonds; (ii) pay the costs of certain improvements to the Project (the "2001 Project") from proceeds of the Bonds available as a result of the refunding; and (iii) pay the costs of issuance of the Bonds; and WHEREAS, there has been prepared and submitted to the Authority a form of Trust Agreement to be dated as of the first day of the month in which the Bonds are issued, between the Authority and Wells Fargo Bank Indiana, N.A., as Trustee (the "Trust Agreement"), which Trust • r Agreement provides for, among other things, the issuance of the Bonds for the purpose of refunding the Refunded Bonds and to pay the costs of issuance of the Bonds; and WHEREAS, a form of the Preliminary Official Statement of the Authority (the "Preliminary Official Statement") relating to the issuance of the Bonds has been prepared by Crowe, Chizek and Company LLP, as financial advisor to the Authority (the "Financial Advisor°'), and presented to the Authority; and WHEREAS, there has been prepared and submitted to the Authority a form of Irrevocable Escrow Deposit Agreement to be dated as of the first day of the month in which the Bonds are issued (the "Escrow Agreement"),between the Authority and Wells Fargo Bank Indiana, N.A., as Escrow Trustee (the "Escrow Trustee"), which Escrow Agreement provides for, among other things, the deposit of a portion of the proceeds of the Bonds with the Escrow Trustee in an amount, plus investment earnings thereon, that will be sufficient to pay all principal of and interest on the Refunded Bonds; and WHEREAS, there has been prepared and submitted to the Authority a form of Continuing Disclosure Undertaking Agreement to be dated as of the first day of the month in which the Bonds are issued (the "Continuing Disclosure Undertaking Agreement"),between the Authority and Wells Fargo Bank Indiana, N.A., as counterparty (the "Counterparty"), which Continuing Disclosure Undertaking Agreement evidences the Authority's continuing disclosure obligations under Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "Rule"); and WHEREAS, there has been prepared and submitted to the Authority a form of Bond Purchase Agreement (the "Bond Purchase Agreement"), between the Authority and City Securities Corporation, as underwriter on behalf of itself and one other underwriter (the "Underwriter"), which • -2- ::ODMA\MI-IODMA\SBIMAN1;91771;1 provides for, among other things, the sale of the Bonds to the Underwriter at a price not less than ninety-nine percent (99%) of par; NOW, THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment Authority as follows: Section 1. In order to pay and finance the costs of (i) advance refunding the Refunded Bonds, (ii) the 2001 Project and (iii) the costs of issuance of the Bonds, there is hereby authorized and there shall be executed, issued, and delivered by and on behalf of the Authority, pursuant to I.C. 36-7-14.5-19 and I.C. 5-1-5, the Bonds in the aggregate principal amount not to exceed Seven Million and 00/100 Dollars ($7,000,000.00). Section 2. The Bonds are hereby authorized to be issued under, pursuant to, and in accordance with the Trust Agreement with a final maturity date of no later than February 1, 2018, • at a maximum rate of interest of six and one-half percent (6.50%) per annum with principal and interest on the Bonds to be paid on February 1 and August 1 of each year that the Bonds are outstanding with the first principal and interest payment date to be determined as .set forth in the Bond Purchase Agreement executed on behalf of the Authority, but in no event earlier than August 1, 2001. The proceeds of the Bonds shall be delivered to the Trustee and applied by the Trustee in accordance with the Trust Agreement. Section 3. The Bonds maturing on or after August 1, 2010, maybe redeemed prior to maturity, at the option of the Authority in whole or in part, in whole multiples of $5,000, in such order of maturities as the Authority shall direct, and by lot within maturities, on February 1, 2010, or any date thereafter from any moneys made available for such purpose, at a redemption price equal to the par amount thereof, plus in each case accrued interest to the date fixed for redemption. -3- ::ODMA\IvII30DMA\SBIMAN l ; 91771;1 • Section 4. At the option of the Underwriter of the Bonds, the Bonds may be aggregated into one (1) or more term bonds payable from mandatory sinking fund redemption payments (the "Term Bonds") as provided in the Trust Agreement. The Term Bonds shall have a stated maturity or maturities on February 1 or August 1 as set forth in the Bond Purchase Agreement. Such Term Bonds shall be subject to mandatory sinking fund .redemption prior to maturity at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, but without premium, on February 1 or August 1 in the years and in the principal amounts set forth in the maturity schedule for the Bonds contained in the Bond Purchase Agreement. Section 5. Said Bonds shall be issued in accordance with and shall be secured by a trust agreement substantially in the form of the Trust Agreement as submitted to this meeting, with such changes as the President or Vice-President and the Secretary-Treasurer of the Authority deem necessary or appropriate to effectuate these resolutions and to consummate the sale of the Bonds, said officers' execution and attestation thereof to be conclusive evidence of their approval of such changes. Section 6. The Authority shall enter into the Escrow Agreement substantially in the form of the Escrow Agreement submitted to this meeting, in order to effect the advance refunding of the Refunded Bonds in accordance with their terms. The Authority hereby authorizes the President orVice-President and Secretary-Treasurer to execute and attest, respectively, the Escrow Agreement substantially in the form of the Escrow Agreement as submitted to this meeting, with such changes as maybe approved by the President or Vice-President and Secretary-Treasurer with such approval to be conclusively evidenced by such authorized execution and attestation of the Escrow Agreement. • -4- ::ODMA\MI30DMA\SBIMAN1;91771; ] • Section 7. The Authority shall enter into the Continuing Disclosure Undertaking Agreement substantially in the form of the Continuing Disclosure Undertaking Agreement submitted to this meeting, in order to evidence the Authority's obligation-under the Rule. The Authority hereby authorizes the President or Viee-President and Secretary-Treasurer to execute and attest, respectively, the Continuing Disclosure Undertaking Agreement substantially in the form of the Continuing Disclosure Undertaking Agreement as submitted to this meeting, with such changes as maybe approved by the President orVice-President and Secretary-Treasurer with such approval to be conclusively evidenced by such authorized execution and attestation of the Continuing Disclosure Undertaking Agreement. Section 8. The Bonds shall be sold by private negotiated sale, as provided by Indiana Code 36-7-14.5-19, to the Underwriter at a price not less than ninety-nine percent (99%) of par in • accordance with a Bond Purchase Agreement to be entered into with respect hereto. Each of the President, Vice-President or Secretary-Treasurer is hereby authorized to negotiate, execute and deliver the Bond Purchase Agreement. Each of such officers is further authorized to carry out, on behalf of the Authority, the terms and conditions set forth therein, consistent with the provisions of this Resolution. Section 9. The Secretary-Treasurer is authorized and directed to place a copy of the Trust Agreement, the Escrow Agreement, the Continuing Disclosure Undertaking Agreement and the Bond Purchase Agreement in the minute book immediately following the minutes of this meeting and said Trust Agreement, Escrow Agreement, Continuing Disclosure Undertaking Agreement and Bond Purchase Agreement are made a part of this Resolution as if the same were fully set forth herein. • -5- ::ODMAVvIfIODMA\SBIMAN1;91771;1 Section 10. 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 bond counsel for the Authority, and to furnish such opinion to the Underwriter 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 11. The Preliminary Official Statement is hereby approved in the form presented to the Authority at this meeting, and the Preliminary Official Statement in the form presented at this meeting is hereby deemed final for purposes of the provisions of the Rule, subject to completion as permitted by the Rule. Each of the President, Vice-President orSecretary-Treasurer is individually authorized to deem the Preliminary Official Statement final for purposes of the provisions of the Rule. The Underwriter is hereby authorized and directed to cause to be distributed • such Preliminary Official Statement substantially in the form deemed final, with such changes as may be required and which are approved by the Authority's legal counsel to describe adequately the Bonds and information related thereto, to all parties who in its j udgment may be interested in bidding on such Bonds. Section 12. After the sale of the Bonds, the President and the Secretary-Treasurer are authorized to complete, and place or cause to be placed into final form, the Trust Agreement, the Escrow Agreement and the Continuing Disclosure Undertaking Agreement and then to execute the same on behalf of the Authority. Section 13. Each of the President, Vice-President or Secretary-Treasurer of this Authority is hereby authorized to execute a notice of redemption letter to be delivered to the Trustee • -6- ::ODMA~MI-IODMAISBIMAN l ; 91771;1 . t ' which letter shall authorize the Trustee to provide notice of redemption to the holders of the Refunded Bonds upon the issuance of the Bonds by the Authority. Section 14. The President, Vice-President and Secretary-Treasurer of this Authority and each of them is hereby authorized to take all such actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this Resolution, in such forms as the President, Vice President and Secretary-Treasurer executing the same shall deem proper, to be evidenced by the execution thereof. Section 16. The provisions of this Resolution and the Trust Agreement shall constitute a contract between the Issuer 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. • • 7- ::ODMA\MI-IODMA\SBIMAN1;91771;1 • Adopted at a meeting of the Authority held on April 16, 2001, in Room 1308, County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT AUTHORITY By: ATTEST: ,.~"'~"" ~" Jose ~ 1 •ez, Secretary-Treasurer • • -8- ::ODMA\IvifIODMA\SBIMAN 1; 91771;1