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HomeMy WebLinkAbout2008-02-06 Resolution 163RESOLUTION NO. f • RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS OF 2008 (EDDY STREET COMMONS PROJECT) AND REGARDING OTHER RELATED MATTERS 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, 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 Commission has adopted various resolutions (i) declaring certain real estate in the Redevelopment District of the City of South Bend, Indiana, known as the Northeast Neighborhood Development Area (the "Area"), to be a redevelopment area within the meaning of the Act, determining that it would be of public utility and benefit to redevelop the Area pursuant to a development plan, as amended, and (ii) designating the entire Area as an allocation area ("Allocation Area No. 1 ") having boundaries as described in Declaratory . Resolution No. 2016, as amended; and WHEREAS, the Commission has amended this designation so that a portion of the Area and Allocation Area No. 1 are deemed a housing program named the "Northeast Neighborhood Development Area Housing Program" and a housing allocation area named the "Northeast Neighborhood Development Area, Allocation Area #2" ("Allocation Area No. 2"); and WHEREAS, Kite Realty Group, L.P. has proposed a mixed use development commonly known as the Eddy Street Commons development encompassing approximately twenty-three (23) acres located in the City of South Bend adjacent to the University of Notre Dame campus and which mixed use development is proposed to include the following: retail shops, apartment homes, office space, one full service hotel with conference facilities and three floors of condominiums, one limited service hotel, condominium homes in four different product types, open space and a parking garage structure (collectively, the "Development"); and WHEREAS, the Authority intends to issue bonds in an aggregate principal amount not to exceed Thirty-six Million and 00/100 Dollars ($36,000,000.00) or such lesser principal amount as permitted hereby pursuant to Section 19 of the Act to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Bonds of 2008 (Eddy Street Commons Project)" (the "Bonds"), the proceeds of which are to be used to finance certain local public improvements in support of the Development in or serving the Area including, without limitation: (i) a parking garage structure; the reconstruction and/or the extension of Eddy, Burns, Georgiana, Duey, and Napoleon Streets; the upgrading and replacement of water mains, sanitary BDDBOI 5085738v1 • and storm sewers and site preparation; the extension and upgrading of electrical, telephone and high speed internet services; other related services including, without limitation, engineering and geotechnical testing; and related improvements (the "Project"); (ii) to pay capitalized interest on the Bonds, if any, and (iii) to pay the costs of issuance on the Bonds; and WHEREAS, the Authority intends to lease the Project to the Commission pursuant to a Lease dated as of October 15, 2007, as the same may be amended from time to time (the "Lease"), which Lease was heretofore approved and executed by this Authority and the Commission; 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 sold to the purchaser thereof, between the Authority and U.S. Bank National Association, as Trustee (the "Trust Agreement") which Trust Agreement provides for, among other things, the issuance of such Bonds to finance the Project; and WHEREAS, there has been prepared and submitted to the Authority a form of Agency Agreement between the Authority and the City, by and through its Board of Public Works (the "Board of Public Works"), (the "Agency Agreement"), which Agency Agreement provides for the Board of Public Works to serve as agent for the Authority in connection with the completion of the Project; and • WHEREAS, the Authority desires to provide for the preparation of a Preliminary Official Statement relating to the issuance of the Bonds, and, subsequent to the sale of the Bonds, a Final Official Statement relating to the issuance of the Bonds; and WHEREAS, the Authority desires to declare its official intent to reimburse preliminary expenditures of the Authority related to the Project, if any, from the proceeds of the Bonds, when and if issued, as required by Indiana Code 5-1-14-6 and Section 1.150-2 of the regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended (the "Treasury Regulations"); NOW, THEREFORE, BE IT RESOLVED, by the South Bend Redevelopment Authority as follows: Section 1. In order to pay and finance a portion of the costs of the Project, to fund a debt service reserve for the Bonds (including the costs of a surety bond therefor) to pay capitalized interest on the Bonds, if any, 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 the Act, the Bonds in the aggregate principal sum not to exceed Thirty-six Million and 00/100 Dollars ($36,000,000.00). Section 2. The Bonds shall bear interest at a rate or rates not exceeding eight percent (8.0%) per annum, payable on each February 15 and August 15, commencing not earlier than August 15, 2008, through the final maturity of the Bonds, shall be dated as of the date on which they are delivered to the purchasers thereof, and shall mature semi-annually on BDDBOI 5085738v1 - 2 - February 15 and August 15, beginning not earlier than February 15, 2011, in the years and in the principal amounts as determined by the President of the Authority at the time of the sale of the Bonds. The final maturity for the Bonds shall be not later than February 15, 2033, or such earlier date as determined by the President of the Authority at the time of the sale of the Bonds. At the option of the Underwriter (as hereinafter defined), all or a portion of the Bonds may be aggregated into one or more term bonds payable from mandatory sinking fund redemption payments (the "Term Bonds") required to be made as set forth below. The Term Bonds shall have a stated maturity or maturities on February 15 or August 15 of the years 2011 through 2033 (or such other dates as determined by the President of the Authority at the time of the sale of the Bonds, provided the final maturity many not be later than February 15, 2033), inclusive, as determined by the Underwriter. In the event that the successful bidder opts to aggregate certain Bonds into Term Bonds, such Term Bonds shall be subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to one hundred percent (100%) of the principal amount thereof, plus accrued interest to the redemption date, but without premium, on February 15 of each year and in the principal amounts corresponding to and consistent with the principal amounts and maturities for the Bonds as determined herein. Section 3. The Bonds maturing on or after February 15, 2018, shall be redeemable prior to maturity at the option of the Authority, in whole or in part in whole multiples of Five Thousand Dollars ($5,000), in amounts and maturities to be determined by the Authority and by lot within maturities, on any date not earlier than August 15, 2018, from any moneys made available for that purpose, at a redemption price equal to one hundred percent (100%) of the principal amount of each Bond to be redeemed, and without premium, plus accrued interest to the redemption date. In addition, the Bonds may be subject to an extraordinary optional redemption within the first six (6) months following the date of issuance in the event as determined by the President of the Authority and set forth in the Trust Agreement. Section 4. The Authority hereby appoints U.S. Bank National Association, to serve as trustee for the Bonds (the "Trustee"). The Trustee for the Bonds shall be charged with and shall by the Trust Agreement undertake the duties and responsibilities customarily associated with such position, as evidenced by the Trust Agreement. Section 5. The 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 Secretary-Treasurer is authorized and directed to place a copy of the Trust Agreement in the minute book immediately following the minutes of this meeting and said Trust Agreement is made a part of this Resolution as if the same were fully set forth herein. Section 7. The Bonds shall be sold by private, negotiated sale, as provided by Section 19 of the Act, to City Securities Corporation ("Underwriter") at a price not less than BDDBOI 5085738v1 - 3 - ninety-nine and percent (99.0%) in accordance with a bond purchase contract to be entered into with respect hereto. The President, the Vice-President and the Secretary-Treasurer of the Authority are, and each of them is, hereby authorized to negotiate, execute and deliver a bond purchase contract on behalf of the Authority to provide for the sale of the Bonds, consistent with the provisions of this Resolution. Section 8. The President and the Vice-President of the Authority are, and each of them is, hereby authorized to approve a Preliminary Official Statement of the Authority (the "Preliminary Official Statement"), to be prepared by or on behalf of the Underwriter, for distribution to potential bidders on the Bonds. The President and the Vice-President of the Authority are, and each of them is, hereby authorized, prior to distribution of the Preliminary Official Statement, to approve and to deem such Preliminary Official Statement, with such changes as may be approved by the President of the Authority upon the advice of counsel, as a "final official statement" as of its date for purposes of the provisions of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). The Underwriter is hereby authorized and directed to cause to be distributed the Preliminary Official Statement substantially in the form deemed final. Subsequent to the sale of the Bonds, the President and Vice-President of the Authority are, and each of them is, further authorized to approve, execute and authorize distribution of a Final Official Statement (as defined in the Rule) by the Underwriter, with such approval and authorization for distribution to be conclusively established by such execution. The President and the Vice President of the Authority are, and each of them is, further authorized to execute an agreement in connection with the offering of the Bonds in accordance with the Rule by which the Authority agrees to undertake such continuing disclosure obligations as may be required under the Rule. Section 9. If the President, with the advice of the financial advisor to the Authority, determines that market conditions at the time of the sale of the Bonds are such that the Authority is able to finance the Project by issuing the Bonds in an aggregate principal amount which is less than $36,000,000, the Authority shall issue such lesser aggregate principal amount of Bonds. Section 10. After the sale of the Bonds, the President and the Secretary-Treasurer of the Authority are authorized to complete and place or cause to be placed into final form, the Trust Agreement and to execute the same on behalf of the Authority. Section 11. The Agency Agreement is hereby approved in the form submitted to this meeting and the President and the Secretary-Treasurer of the Authority are authorized to execute and attest the Agency Agreement with such changes as may be necessary or appropriate as determined by such officers, said officers' execution and attestation thereof to be conclusive evidence of their approval of such changes. Section 12. The President, the Vice President and the Secretary-Treasurer of this Authority are, and each of them is, hereby authorized to take all such actions and to execute all such instruments as are necessary and desirable to carry out the transactions contemplated by this Resolution, in such forms as the President, the Vice President and the Secretary-Treasurer of the Authority executing the same shall deem proper, to be evidenced by the execution thereof. BDDB01 5085738v1 - 4 - Section 13. This Resolution shall serve as the declaration of official intent regarding the determination to reimburse preliminary expenditures from the proceeds of the Bonds for purposes of evidencing compliance with Indiana Code 5-1-14-6 and Section 1.150-2 of the Treasury Regulations. Section 14. The provisions of this Resolution and the Trust Agreement shall constitute a 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. ~**** • • BDDBOI 5085738v1 - 5 - ADOPTED AND APP .ROVED at a meeting of the City of South Bend Redevelopment Authority held on the ~ day of ,;~~„+~ , 2001. ATTEST: Secretar -Treasurer • • SOUTH BEND REDEVELOPMENT AUTHORITY Jar' e!,'/ Pre~id'ent BDDBOI 5085738v1 ' 6 -