HomeMy WebLinkAbout2008-03-13 Resolution 165RESOLUTION NO. 165
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
AUTHORITY APPROVING THE SALE OF THE SOUTH BEND
REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS
OF 2008 (EDDY STREET COMMONS PROJECT), AMENDING
RESOLUTION NO. 163 AND APPROVING THE EXECUTION OF AN
ADDENDUM TO THE LEASE BETWEEN THE SOUTH BEND
REDEVELOPMENT AUTHORITY AND THE SOUTH BEND
REDEVELOPMENT COMMISSION FOR THE EDDY STREET
COMMONS PROJECT, AND OTHER RELATED MATTERS
WHEREAS, the South Bend Redevelopment Authority (the "Authority") has been
created pursuant to IC 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 adopted Resolution No. 163 on February 6, 2008,
2008 (the "Bond Resolution"), authorizing the issuance and sale of its Lease Rental Revenue
Bonds of 2008 (Eddy Street Commons Project) (the "Bonds") in an aggregate principal amount
not to exceed $36,000,000;=and
WHEREAS, the Bonds have been sold to City Securities Corporation (the
"Underwriter") in an aggregate principal amount of $36,000,000, and the Authority now desires
to ratify the sale of the Bonds; and
WHEREAS, the Authority desires to amend the Bond Resolution to modify the
redemption terms of the Bonds to reflect the terms of the sale of the Bonds; and
WHEREAS, the Authority previously entered into a Lease between the Authority
and the Commission dated as of October 15, 2007 (the "Lease"), whereby the Authority will
lease certain land and improvements located thereon to the Commission, including without
limitation: 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
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 in an area known as the Eddy Street Commons
development in the City; and
WHEREAS, the Authority desires to approve and execute an addendum to the
Lease (the "Addendum"), a copy of which is attached hereto as Exhibit B, making certain
amendments to the Lease which amendments do not cause either the maximum lease rental
amount payable under the Lease or the maximum term of the Lease to be exceeded;
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NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment
Authority, as follows:
1. The Authority hereby approves the sale of the Bonds to the Underwriter in
an aggregate principal amount and maturing on February 15 and August 15 in the years and in
the principal amounts and bearing interest at the rates as set forth on Exhibit A.
2. The Authority hereby amends Section 3 of the Bond Resolution as
follows:
Section 3. The Bonds maturing on or after
August 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 February 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 the event the Authority is unable to begin
construction of the Project on July 1, 2008, such that the Project
cannot be completed on or before the Completion Date (as defined
in the Trust Agreement), the Bonds shall be subject to
extraordinary optional redemption by the Authority in whole and
not in part on any date before July 1, 2008, at the redemption
prices as set forth in the Trust Agreement, plus accrued interest to
the redemption date.
3. The Addendum, attached hereto as Exhibit B, is hereby approved and the
President or Vice President and Secretary-Treasurer of the Authority are hereby authorized to
execute and attest, respectively, said Addendum in substantially the form presented at this
meeting with such changes in form or substance as the President or Secretary of this Authority
shall approve, such approval to be conclusively evidenced by the execution thereof.
4. All remaining terms, covenants and conditions set forth in the Lease and
the Bond Resolution shall remain in full force and effect.
This resolution shall be in full force and effect after its adoption by the
Authority.
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ADOPTED AND APPROVED at a meeting of the South Bend Redevelopment
Authority held on March 13, 2008.
SOUTH BEND REDEVELOPMENT AUTHORITY
By: ~^ -'
J varez, President
ATTEST:
Secretary-Treasurer
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EXHIBIT A
Bond Maturity Schedule
Aggregate Principal Amount: $36,000,000
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF ZOOH
(Eddy Street Commons Project)
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Maturi Princi al Interest Rate
2/15/11 145,000 4.00%
8/15/11 255,000 4.00%
2/15/12 260,000 4.00%
8/15/12 390,000 4.00%
2/15/13 400,000 4.00%
8/15/13 500,000 4.00%
2/15/14 510,000 4.00%
8/15/14 520,000 4.00%
2/15/15 530,000 4.00%
8/15/15 545,000 4.00%
2/15/16 555,000 4.00%
8/15/16 565,000 4.00%
2/15/17 575,000 4.00%
8/15/17 585,000 5.75%
8/15/18 1,225,000 5.75%
8/15/19 1,300,000 6.00%
8/15/20 1,380,000 6.00%
8/15/21 1,460,000 5.75%
8/15/22 1,545,000 5.75%
8/15/23 1,635,000 5.75%
8/15/24 1,735,000 5.75%
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A-1
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8/15/25 1,835,000 5.75%
8/15/26 1,940,000 6.00%
8/15/27 2,055,000 5.125%
8/15/28 2,160,000 5.125%
2/15/33 11,395,000 6.00%
BDDBOI 5153575v1
A-2
EXHIBIT B
(Lease Addendum)
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ADDENDUM TO LEASE BETWEEN
THE SOUTH BEND REDEVELOPMENT AUTHORITY, AS LESSOR,
AND THE SOUTH BEND REDEVELOPMENT COMMISSION, AS LESSEE
(EDDY STREET COMMONS PROJECT)
THIS ADDENDUM, made and entered into as of this 17th day of March, 2008,
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 City of South Bend Department of Redevelopment and the Redevelopment District
of the City of South Bend, Indiana (hereinafter called the "Lessee"),
WITNESSETH:
In consideration of the .mutual covenants herein contained, it is agreed that the
lease previously entered into between said parties as of October 15, 2007 (the "Lease"), shall be
amended as follows:
1. The following definitions in Section 1 of the Lease are amended to read as
follows:
"Lease Resolution" means Resolution No. 2434 of the
Lessee passed on February 6, 2008, establishing funds for the
payment of lease rentals.
"Trust Agreement" means the Trust Agreement dated as of
March 1, 2008, between the Authority and the Trustee, securing
the bonds.
2. Section 4 of the Lease is amended to read as follows:
Section 4. Rental Payment Dates and Amounts. The first
semiannual rental installment in the amount of One Million One Hundred Thirty-
eight Thousand Five Hundred and 00/100 Dollars ($1,138,500.00) shall be due on
the day that the Project is complete and ready for use or February 1, 2011,
whichever is later. If completion is later than February 1, 2011, the first
installment shall- be in an amount which provides for rental at the rate of
$1,138,500.00 for the semiannual period in which the Project is complete and
ready for use, prorated from the date of acquisition until the first February 1 and
August 1 following such date of completion. Thereafter such rentals shall be
BDDBOI 5153675v1
payable in advance in semiannual installments on February 1 and August 1 of
each year in the amounts set forth at Schedule I attached hereto and incorporated
herein. The semiannual installments may be reduced by the Lessee to the extent
that the amount on deposit with the Trustee in the Excess Funds Account of the
Operation and Reserve Fund of the Trust Agreement, when added to the amount
on deposit in the Debt Service Reserve Fund of the Trust Agreement, is in excess
of the amount necessary as of each August 1 to pay all lease rental payments
payable in the 12-month period beginning on July 1 of the following calendar
year. Such excess amount shall be deposited in the Sinking Fund of the Trust
Agreement by the Trustee and the Lessee may reduce its next following
semiannual lease rental installment by such excess amount.
The last semiannual rental payment due before the expiration of
this Lease shall be adjusted to provide for rental at the amount specified above for
the applicable semiannual period prorated from the date such installment is due to
the date of the expiration of this Lease (without taking into account any
subsequent early termination of this Lease pursuant to Section 2 hereof).
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 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 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 Bond
is outstanding hereunder which would cause any 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 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 Bonds axe issued and to enter into covenants on behalf of the
Lessee evidencing the Lessee's commitments made herein.
3. The Lease is further amended to provide that the schedule attached hereto
as Schedule I shall similarly be attached to the Lease as Schedule I.
4. The parties hereto acknowledge that all remaining terms, covenants and
conditions as set forth in the Lease shall remain in full force and effect.
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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.
By:
ATTEST:
Raphael Thomas, Secretary-Treasurer
By:
ATTEST:
Gregory S. Downes, Secretary
SOUTH BEND REDEVELOPMENT
AUTHORITY
Jose Alvarez, President
SOUTH BEND REDEVELOPMENT
COMMISSION
Marcia I. Jones, President
(Signature page to Addendum to Lease)
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STATE OF INDIANA
COUNTY OF ST. JOSEPH
SS:
Before me, the undersigned, a Notary Public in and for said State, personally
appeared Jose Alvarez and Raphael Thomas, personally known by me to be the President and
Secretary-Treasurer, respectively, of the South Bend 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 March, 2008.
(Written Signature)
(SEAL)
(Printed Signature)
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My commission expires:
Resident of County, Indiana.
(Notary page to Addendum to Lease)
BDDBOI 51536'75v1
STATE OF INDIANA )
SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said State, personally
appeared Marcia I. Jones and Gregory S. Downes, personally known by me to be the President
and Secretary, respectively, 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 March, 2008.
(Written Signature)
(SEAL)
(Printed Signature)
My commission expires:
Resident of
i
County, Indiana.
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security
number in this document, unless required by law: Randolph R. Rompola.
This instrument prepared by Randolph R. Rompola, Baker & Daniels LLP, 202 S. Michigan Street, Suite
1400, South Bend, Indiana 46601.
(Notary page to Addendum to Lease)
BDDBOI 5153675v 1
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Schedule. I
(See Attached)
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SOUTH BEND REDEVELOPMENT AUTHORITY
South Bend, Indiana
Lease Rental Revenue Bonds of 2008
(Eddy Street Commons Project)
Lease Rental Payment Schedule
Annual Semi-Annual
Date Lease Rental Lease Rental
2/1/11 $ 1,138,500 $ 1,138,500
8/1/11 1,245,500
2/1/12 2,491,000 1,245,500
8/1/12 1,371,000
2/1/13 2,742,000 1,371,000
8/1/13 1,464,500
2/1/14 2,929,000 1,464,500
8/ 1/ 14 1,464,000
2/ 1/ 15 2,928,000 1,464,000
8/ 1/ 15 1,467,500
2/1/16 2,935,000 .1,467,500
8/ 1/ 16 1,465,500
2/1/17 2,931,000 1,465,500
8/ 1/ 17 1,465,000
2/1/18 2,930,000 1,465,000
8/1/18 1,465,000
2/1/19 2,930,000 1,465,000
8/1/19 1,467,000
2/1/20 2,934,000 1,467,000
8/1/20 1,466,500
2/1/21 2,933,000 1,466,500
8/1/21 1,464,500
2/1/22 2,929,000 1,464,500
8/1/22 1,465,500
2/1/23 2,931,000 1,465,500
8/1/23 1,467,000
2/1/24 2,934,000 1,467,000
8/1/24 1,467,500
2/1/25 2,935,000 1,467,500
8/1/25 1,465,500
2/1/26 2,931,000 1,465,500
8/1/26 1,466,500
2/1/27 2,933,000 1,466,500
8/ 1/ 27 1,465,000
2/1/28 2,930,000 1,465,000
8/ 1/28 1,465,000
2/1/29 2,930,000 1,465,000
8/1/29 1,465,000
2/1/30 2,930,000 1,465,000
8/1/30 1,466,500
2/1/31 2,933,000 1,466,500
8/ 1/ 31 1,465,500
2/1/32 2,931,000 1,465,500
8/1/32 1,465,000
2/1/33 2,930,000 1,465,000
Total $ 64,998,500 $ 64,998,500
Prepared by Crowe Chizek and Company LLC Final