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HomeMy WebLinkAbout2008-01-16 Resolution 162i RESOLUTION NO. I ~.~ ~~ RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE REFUNDING BONDS OF 2008 (MORRIS PERFORMING ARTS CENTER) 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 to finance local public improvements for lease to the South Bend Redevelopment Commission (the "Commission"); and WHEREAS, the Authority intends to issue bonds in the aggregate amount not to exceed Eight Million and 00/100 Dollars ($8,000,000.00) 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 Bonds of 2008 (Morris Performing Arts Center Project)" (the "Bonds"), the proceeds of which are to be used to currently refund the South Bend Redevelopment Authority Lease Rental Revenue Bonds of 1998 (Morris Performing Arts Center Project) (the "Refunded Bonds") which Refunded Bonds the Authority issued to finance the cost of: (i) acquiring, constructing, renovating and equipping the Morris Performing Arts Center which includes the Morris Civic Center and certain portions of the Palais Royale facility in South Bend, Indiana (the "Project") and (ii) the costs of issuance of the Refunded Bonds (collectively, the "Refunding"); and WHEREAS, the Authority intends to amend the currently existing lease of the Project with the Commission dated as of May 1, 1997, as amended by an Addendum to Lease between the Commission and the Authority dated as of January 15, 1998, (collectively, the "Lease"), for the purpose of reducing the lease rentals due thereunder by the Commission to the Authority, which Lease was heretofore approved and executed by this Authority; and WHEREAS, there has been prepared and submitted to the Authority a form of Trust Agreement between the Authority and Wells Fargo Bank, N.A., as Trustee (the "Trust Agreement") which Trust Agreement provides for, among other things, the issuance of the Bonds to pay the costs of currently refunding the Refunded Bonds and to pay the costs of issuance of the Bonds; and WHEREAS, there has been prepared and submitted to the Authority a form of Irrevocable Escrow Deposit Agreement (the "Escrow Agreement"), between the Authority and Wells Fargo Bank, 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 BDDBOI 5089147v2 • WHEREAS, there has been prepared and submitted to the Authority a form of Continuing Disclosure Undertaking Agreement (the "Continuing Disclosure Undertaking Agreement"), between the Authority and Wells Fargo Bank, 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, certain preliminary expenses relating to the Refunding have been or will be incurred by the Authority or incurred or advanced on behalf of the Authority by the City before the issuance and delivery of the Bonds; and WHEREAS, the Authority desires to reimburse itself and the City for the preliminary costs and expenses incurred or advanced in financing the Refunding, if any, from proceeds of the Bonds, when issued; NOW, THEREFORE, BE IT RESOLVED, by the South Bend Redevelopment Authority as follows: Section 1. In order to pay and finance the costs of currently refunding the Refunded Bonds, to fund a debt service reserve for the Bonds to the extent that it is determined that a reserve is reasonably required (including the costs of a surety bond therefor), and to pay 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 Eight Million and 00/100 Dollars ($8,000,000.00). 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, 2017, a maximum rate of interest of six percent (6.0%) per annum (the exact rate to be determined by negotiation). 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 are not subject to optional redemption prior to their maturity. Section 4. At the option of the successful bidder or bidders on 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 and August 1. 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 and August 1 in the years and in the principal amounts as shall be set forth in a maturity schedule for the Bonds to be determined by negotiation. s BDDBOI 5089147v2 - 2 - 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 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 current refunding of the Refunded Bonds in accordance with their terms. The Authority hereby authorizes the 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 may be approved by the President and Secretary with such approval to be conclusively evidenced by such authorized execution and attestation of the Escrow Agreement. 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 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 may be approved by the 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 pursuant to the provisions of I.C. 36-7-14.5- 19 and I.C. 5-1-5. The Authority hereby determines to sell the Bonds pursuant to a negotiated sale to J.P. Morgan Securities Inc. (the "Underwriter"). The Authority shall enter into a bond purchase agreement (the "Bond Purchase Agreement") with the Underwriter, for the sale and purchase of the Bonds. The Authority hereby authorizes the President and the Secretary- Treasurer, or any other officer of the Authority, to execute and attest, respectively, the Bond Purchase Agreement, in such form as approved by the President and Secretary-Treasurer, or any other officer of the Authority, such approval to be conclusively evidenced by such authorized execution and attestation of the Bond Purchase Agreement. Section 9. The Bonds shall be offered and sold pursuant to an official statement (the "Official Statement"), to be made available and distributed in such manner, at such times, for such periods and in such number of copies as may be required pursuant to the Rule. The President and/or the Secretary-Treasurer, or any other officer of the Authority, are authorized to approve and deem a form of the preliminary Official Statement final for purposes of the provisions of the Rule, with such changes as are deemed necessary and appropriate with such approval to be conclusively evidenced by signature of the President and/or the Secretary- Treasurer, or any other officer of the Authority, thereon. The Authority hereby authorizes the President and/or the Secretary-Treasurer, or any other officer of the Authority, to deem "final" the Official Statement, as of its date, in accordance with the provisions of the Rule, subject to completion as permitted by the Rule, and the Authority further authorizes the distribution of the BDDBOI 5089147v2 - 3 - deemed final Official Statement. The Authority hereby authorizes and directs the President and/or Secretary-Treasurer, or any other officer of the Authority, to place into final form and distribute and deliver the final Official Statement in accordance with the Rule, and further authorizes the President and/or Secretary-Treasurer, or any other officer of the Authority, to execute the final Official Statement. Section 10. The Secretary is authorized and directed to place a copy of the Trust Agreement, the Escrow Agreement and the Continuing Disclosure Undertaking Agreement in the minute book immediately following the minutes of this meeting and said Trust Agreement, Escrow Agreement, and Continuing Disclosure Undertaking Agreement is made a part of this Resolution as if the same were fully set forth herein. Section 11. Prior to the delivery of the Bonds the Secretary 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 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 12. If the President and the Secretary determine that market conditions at the time of the sale of the Bonds are such that the Authority is able to finance the refunding of the Refunded Bonds by issuing Bonds in an aggregate principal amount which is less than $8,000,000, then the Authority shall issue such lesser principal amount of Bonds. Section 13. After the sale of the Bonds, the President and the Secretary 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 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 15. The Authority hereby establishes its intent, pursuant to Section 1.150-2 of the Treasury Regulations promulgated by the Internal Revenue Service and I.C. 5-1- 14-6 to reimburse itself and the City for preliminary costs and expenses, if any, incurred or advanced in financing the Refunding from the proceeds of the Bonds when issued. 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. *~~** BDDBOI 5089147v2 - 4 - Adopted at a meeting of the Authority held on January 16, 2008, in Room 1308, County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT AUTHORITY By: Jose v ez, President ATTEST: _ Raphael ~'l~omas, Secretary-Treasurer • • BDDBOI 5089147v2 - 5 -