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HomeMy WebLinkAbout2008-06-05 Resolution 168RESOLUTION NO. 168 • HE RESOLUTION OF T SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS OF 2008 (CENTURY CENTER 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 South Bend Downtown 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 having boundaries as described in Declaratory Resolution No. 137, as amended; • and WHEREAS, the Authority intends to issue bonds in an aggregate principal amount not to exceed Eleven Million Six Hundred Ninety Thousand and 00/100 Dollars ($11,690,000.00) 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 (Century Center Project)" (the "Bonds"), the proceeds of which are to be used to finance certain additional local public improvements located in the Area including, without limitation, the following improvements to the Century Center: the addition of skylight safety film, the replacement of boilers and chillers, repairs on Island Park, the replacement of the fire alarm and security systems, the renovation of seven (7) restrooms, the renovation of C Hall, the replacement of the roofs, site lighting additions, exterior masonry work, and additional enhancements to the building, grounds and streetscape including, but not limited to, street level and river level interior and exterior signage, enhancement to the upper level offices, and enhancement to the front of building and viewing park and related improvements, and the acquisition of an interest in certain improvements previously financed with the issuance of the St. Joseph County, Indiana Special Tax Bonds of 1992, which were previously refunded with the issuance of the St. Joseph County, Indiana Special Tax Bonds of 1998 (collectively, the "2008 ~~ Project ); (ii) to fund a debt service reserve for the Bonds; (iii) to pay capitalized interest on the Bonds, if any; and (iv) to pay the costs of issuance on the Bonds; and WHEREAS, the Authority previously entered into a lease by and between the Authority and the Commission dated as of November 1, 1993, as amended by an Addendum to • BDDBOI 5259163v1 Lease dated as of June 3, 1994 (collectively, the "Lease"), which Lease was heretofore approved • by the Commission, and pursuant to which the Authority leases to the Commission certain real estate and local public improvements at the Century Center; and WHEREAS, the Authority intends to lease the 2008 Project to the Commission pursuant to a Second Addendum to Lease to be dated as of June 1, 2008 (the "Second Addendum"), as the same may be amended from time to time, which Second Addendum was heretofore approved and will be 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 Continuing Disclosure Undertaking Agreement (the "Continuing Disclosure Undertaking Agreement ), between the Authority and U.S. Bank National Association, 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, 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; 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 Eleven Million Nine Hundred Sixty Thousand and 00/100 Dollars ($11,960,000.00). Section 2. The Bonds shall bear interest at a rate or rates not exceeding seven percent (7.0%) per annum, payable on each May 1 and November 1, commencing not earlier than November 1, 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 May 1 and November 1, beginning not earlier than May 1, 2009, 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 May 1, 2028, 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 • BDDBOI 5259163v1 - 2 - Bonds") required to be made as set forth below. The Term Bonds shall have a stated maturity or maturities on May 1 or November 1 of the years 2009 through May 1, 2028 (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 May 1, 2028), 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 May 1 and/or November 1 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 May 1, 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 November 1, 2017, 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. 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 J.J.B. Hilliard, W.L. Lyons, Inc. ("Underwriter") at a price not less than ninety-nine 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 BDDBOI 5259163v1 - 3 - "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 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. 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 10. 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 $11,960,000, the Authority shall issue such lesser aggregate principal amount of Bonds. Section 11. 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 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. Section 13. 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 • BDDBOI 5259163v1 ' 4 - adversely affect the rights of such holders so long as the Bonds or the interest thereon remains unpaid. • `J ~**~* BDDBOI 5259163v1 ' S ' ADOPTED AND API'KOVED at a meeting of the City of South Bend Redevelopment Authority held on the ~ day of June, 2008. SOUTH BEND REDEVELOPMENT AUTHORITY ----'~ Pres' e Jose Alvarez ATTEST: _~ ~~ ~~ Secretary-Tr s er Carolyn Pfotenhauer • • BDDBOI 5259163v1 - 6 -