HomeMy WebLinkAbout1988-06-17 Resolution 6f
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RESOLUTION OF THE SOUTH BEND
REDEVELOPMENT AUTHORITY AUTHORIZING
• THE ISSUANCE OF THE SOUTH BEND
REDEVELOPMENT AUTHORITY LEASE
RENTAL REVENUE BONDS
(PARKING FACILITY PROJECT)
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 of $4,575,000 pursuant to I.C. 36-7-14.5-19 to
be known as the "South Bend Redevelopment Authority Lease Rental
Revenue Bonds (Parking Facility Project)" (the "Bonds"), the
• proceeds of which are to be used to finance the construction of a
parking garage facility to be known as the "Saint Joseph/Wayne
Parking Facility" (the "Facility"), and the acquisition of the
site therefor, and to pay the costs of issuance of .the Bonds; and
WHEREAS, the Authority intends to lease the Facility to
the Commission pursuant to a lease dated as o~ June 1, 1988 (the
"Lease"), 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 to be dated as of June 1,
1988, between the Authority and First Interstate Bank of Northern
Indiana, N.A., as Trustee (the "Trust Agreement") which Trust
Agreement provides for, among other things, the issuance of such
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Bonds to finance the construction of the Facility and the
• acquisition of the site therefor;
NOW, THEREFORE, BE IT RESOLVED, by this South Bend
Redevelopment Authority as follows:
Section 1. In order to pay and finance the costs of
construction of the Facility and acquisition of the site
therefor, and to pay costs of issuance, 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 et
seg., the Bonds in the aggregate principal sum of Four Million
Five Hundred Seventy-five Thousand Dollars ($4,575,000).
Section 2. The Bonds shall bear interest at a rate not
exceeding 12% per annum and shall mature serially on February 1
in the years and in the amounts as follows:
• Year Amount Year Amount
1990 $ 75,000 2000 $215,000
1991 120,000 2001 235,000
1992 130,000 2002 250,000
1993 135,000 2003 270,000
1994 145,000 2004 290,000
1995 155,000 2005 310,000
1996 165,000 2006 335,000
1997 175,000 2007 365,000
1998 190,000 2008 390,000
1999 205,000 2009 420,000
Section 3. The Bonds maturing on or after February 1,
1999, may be redeemed prior to maturity, at the option of the
Authority in whole or in part in whole multiples of $5,000, in
inverse order of maturity and by lot within maturities, on any
date not earlier than February 1, 1998, from any moneys made
available for that purpose, at face value and without premium,
plus accrued interest to the date fixed for redemption.
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Section 4. Said Bonds shall be issued in accordance
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with and shall be secured by a trust agreement substantially in
the form~of a Trust Agreement as submitted to this meeting, with
such changes as the President and the Secretary 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 5. The Secretary 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 6. Prior to the. sale of the Bonds, the
Secretary of the Authority shall cause to be published a notice
of intent to sell once each week for two weeks in The Tri-County
News, the South Bend Tribune and The Indianapolis Star. The
notice of such sale or a summary thereof may be published in
Credit Markets, a financial journal published in the City and
State of New York and/or in other newspapers, in the discretion
of the Secretary. The notice must state that any person
interested in submitting a bid for the Bonds may furnish in
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writing at the address set forth in the notice, the person's
name, address, and telephone number, and that any such person may
also furnish a telex number. The notice must also state:- (1)
the amount of the Bonds to be offered; (2) the denominations; (3)
the dates of maturity; (4) the maximum rate or rates of interest;
(5) the place of sale; and (6) the time within which the name,
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address and telephone number must be furnished, which must not be
• less than seven days after the last publication of the notice.
Each person so registered shall be notified of the date and time
bids will be received not less than twenty-four (24) hours before
the date and time of sale. The notification shall be made by
telephone at the number furnished by the person, and also by
telex if the person furnishes a telex number. All bids for. Bonds
shall be sealed and shall be presented to the Secretary at the
principal office of the Authority, and the Secretary shall
continue to receive all bids offered until the hour fixed for the
sale of the Bonds, at which time and place he shall open and
consider each bid. Bidders for the Bonds shall be required to
name the rate or rates of interest which the Bonds are to bear,
not exceeding twelve percent (12~) per annum. The interest rate
. on Bonds of a given maturity must be at least as great as the
interest rate on Bonds of any earlier maturity. No total
payments due in any 12-month period ending on a bond maturity
date shall be in excess of $518,000. Bids specifying more than
one interest rate shall also specify the amount and maturities of
the Bonds bearing each rate, and all-Bonds maturing on the same
date shall bear the same single rate of interest. Subject to the
provisions contained below, the Secretary shall award the Bonds
to the bidder offering. the lowest net interest cost to the.
Authority, to be determined by computing the total interest on
all of the Bonds from the date thereof to their maturities and
deducting therefrom the premium bid, if any, or adding thereto
the amount of any discount, if any. No bid for less than
$4,472,050, including accrued interest at the rate or rates named
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to the date of delivery, will be considered. The Secretary shall
• have full right to reject any and all bids. In the event no
acceptable bid is received at the time fixed for the sale of said
Bonds, the Secretary shall be authorized to continue to receive
bids from day to day thereafter for a period not to exceed thirty
- (30) days, without readvertising; provided, however, that if said
sale be continued, no bid shall be accepted which offers an
interest cost which is equal to or higher than the best bid
received at the time fixed for the sale of the Bonds. 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 Baker
& Daniels, 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 7. If the President and the Treasurer, with the
advice of the financial advisor to the Authority, determine that
market conditions at the time of the sale of the Bonds are such
that the Authority is able to finance the construction of the
Facility and the acquisition of the site therefor by issuing
Bonds in an aggregate principal amount which is-less than
$4,575,000, then the Authority shall issue such lesser principal
amount of Bonds.
Section 8. After the sale of the Bonds, the President
and the Secretary are authorized to complete the Trust Agreement
and then to execute the same on behalf of the Authority.
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Section 9. 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 10. 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.
Adopted, this f ` bra day of 1%(~.~~ , 1988
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SOUTH BEND REDEVELOPMENT
AUTHORITY
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TRUST. AGREEMENT
Between
SOUTH BEND REDEVELOPMENT AUTHORITY
AND
FIRST INTERSTATE BANK OF NORTHERN INDIANA, N.A.
South Bend, Indiana, Trustee
Dated as of June 1, 1988
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(Parking Garage Facility)
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INDEX
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Page
Parties, Recitals ....................... ................ 1
Granting Clauses ........................ ................ 2
ARTICLE I. Definitions ............... ................ 2
ARTICLE II. Maturities, Form, Issuance, Delivery
and Registration of Bonds . ................ 5
ARTICLE III. Funds ..................... ......... ..... 11
ARTICLE IV. Redemption of Bonds ... ... ... .......... 16
ARTICLE V. Covenants of the Authority ................ 18
ARTICLE VI. Insurance ................. ................ 26
ARTICLE VII. Remedies in Case of Default ............... 29
ARTICLE VIII. Defeasance, Payment, Releas e .............. 33
ARTICLE IX. Concerning the Trustee .... ....... ....... 34
ARTICLE X. Supplemental Agreements ... ................ 38
ARTICLE XI. Miscellaneous Provisions .. ................ 41
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TRUST AGREEMENT
THIS AGREEMENT (the "Agreement"), executed and dated as
of the ist day of June, 1988, made and entered into between SOUTH
BEND REDEVELOPMENT AUTHORITY, a public body corporate and
politic, organized and existing under Indiana Code 36-7-14.5, as
amended (hereinafter called the "Authority"), and First
Interstate Bank of Northern Indiana, N.A., a national banking
association having its principal office in the City of South
Bend, Indiana (hereinafter called the "Trustee"),
W I T N E S S E T H:
WHEREAS, the Authority was created under and pursuant to
the provisions of Indiana Code 36-7-14.5 (hereinafter referred to
as the "Act"), for the purpose of financing local public
improvements for lease to the South Bend Redevelopment Commission
(hereinafter referred to as the "Commission"); and
WHEREAS, the Authority has determined to borrow the sum
of Four Million Five Hundred Seventy-five Thousand Dollars
($4,575,000) for the purpose of procuring funds to pay the cost
of acquiring a site suitable for a parking garage facility and
the erection and equipping of a parking garage facility thereon,
and to execute and issue its Lease Rental Revenue Bonds in the
form and terms as hereinafter provided; and
WHEREAS, the Authority .intends to lease said parking
garage facility, including the site thereof, to the .Commission
• pursuant to a lease dated as of June 1, 1988; and
WHEREAS, in order to secure the principal of and
premium, if any, and interest on all of said Bonds and the
performance of the covenants herein contained, the Authority has
in like manner determined to execute and deliver this Agreement;
and
WHEREAS, alb. acts, proceedings and things necessary and
required by law to make said. Bonds, when executed by the
Authority and authenticated by the Trustee, the valid, binding
and legal obligations of the Authority and to constitute and make
this Agreement a valid agreement to secure the payment of the
principal of and premium, if any, and interest on the Bonds, have
been done, taken and performed, and the issuance, execution and
delivery of said Bonds, and the execution, acknowledgment and
delivery of this Agreement have, in all respects, been duly
authorized by the Authority in the manner provided and required
by law; now therefore,
SOUTH BEND REDEVELOPMENT AUTHORITY, in consideration of
the premises and the acceptance of such Bonds by the holders
thereof, and the sum of One Dollar ($1) in hand paid by the
Trustee, receipt of which is hereby acknowledged, and especially
in order to secure the punctual payment of the principal of,
• premium, if any, and interest on the Bonds to be issued and at
_ any time outstanding hereunder as the same shall become due,
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according to the tenor hereof and thereof, and the .faithful
performance of all the covenants and agreements contained in said
. Bonds and in this Agreement, and in performance of the authority
of every kind and nature which said Authority has or may have,.
has executed and delivered this Agreement and has pledged and
assigned and by these presents does hereby pledge and assign unto
First Interstate Bank of Northern Indiana, N.A., as Trustee and
to its successors in said trust and to its assigns, the Lease (as
hereinafter defined) and the Pledged Funds (as hereinafter
defined) subject to the .provisions of this Agreement requiring or
' permitting the application thereof for the purposes and on the
terms set forth in this Agreement.
The pledge herein made is and shall be subject to the
provisions of this Agreement for the equal and proportionate
benefit, security and protection of all holders of the Bonds
issued or to be issued under and secured by this Agreement,
without preference, priority or distinction as to lien or
otherwise by reason of the date of maturity thereof, or for any
other reason whatsoever, subject to the provisions of this
Agreement.
PROVIDED, HOWEVER, that if the Authority, its successors
or its assigns, shall well and truly pay, or cause to be paid,
the principal of the Bonds and the premium, if any, and the
interest due or to become due thereon, at the times and in the
manner as set forth in said Bonds in accordance with the terms
hereof, and shall well and truly keep, perform and observe all
covenants and conditions pursuant to the terms of this Agreement
to be kept.., performed and observed by the Authority, and shall
pay to the Trustee all sums of money due, or to become due to it,
in accordance with the terms and provisions hereof, then this
Agreement and the rights hereby granted shall cease, determine
and be void, but otherwise, this Agreement shall remain in full.
force and effect.
All Bonds issued and secured hereunder are to be issued,
authenticated and delivered, and all property hereby pledged is
to be dealt with and disposed of under, upon and subject to the
terms, conditions, stipulations, covenants, agreements, trusts,
uses and purposes as hereinafter expressed; and the Authority has
agreed and covenanted, and does hereby agree and covenant, with
the Trustee and with the respective owners, from time to time, of
the said Bonds or any part thereof, as follows:
ARTICLE I.
Definitions
Sec. 1.01. The terms defined in this Article I shall,
for all purposes of this Agreement, and any agreement
supplemental hereto, have the meanings herein specified, unless
the context otherwise requires:
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(a) "Agreement" or "this Agreement" means this
instrument, either as oricjinally executed or as it may from time
to time be supplemented, modified or amended by any supplemental
agreement entered into pursuant to the provisions of this
Agreement.
(b) "Arbitrage Regulations" means Sections 1.103-13,
1.103-14 and 1.103-15 of the Treasury Regulations under
Section 148 of the Code, as the same may be amended or
supplemented or proposed to be amended or supplemented from time
to time.
(c) "Authority" means the South Bend Redevelopment
Authority, a body corporate and politic, or any successor entity.
(d) "Board" means the Board of Directors. of the
Authority.
(e) "Bond" or "Bonds" (unless the context shall
otherwise require) means any Bond or Bonds, or all the Bonds, as
the case may be, authenticated and delivered under this
Agreement.
(f) "Bondholder," "holder," "owner" and "registered
owner" means the registered owner of a Bond.
(g) "Code" means the Internal Revenue Code of 1986, as
amended.
• (h) "Commission" means the South Bend Redevelopment
Commission, or if said commission shall be abolished, the
commission, board, body or agency succeeding to the principal
functions thereof.
(i) "Construction Fund" means the Construction Fund
created and established by Section 3.01.
(j) "Facility" means the real estate described in
Exhibit A to be acquired, and the parking garage facility to be
constructed thereon, with the proceeds of the Bonds and leased to
the Commission, pursuant to the Lease.
(k) "Government Obligations" means bonds, notes,
certificates of indebtedness, treasury bills or other securities
constituting direct obligations of, or obligations the timely
payment of the principal of and the interest on which are fully
and unconditionally guaranteed by, the United States of America
or any agency or instrumentality thereof.
(1) "Lease" means the lease by the Authority to the
Commission,' dated. as of June 1, 1988, as the same may be amended
or supplemented.
(m) "Letter of Instructions" means the Letter of-
Instructions attached as an exhibit to the Arbitrage Certificate
delivered. by the Authority at the time of the issuance and
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delivery of the Bonds, as the same may be amended or
supplemented.
(n) Operation and Reserve Fund" means the Operation
and Reserve Fund created-and established by Section 3.03.
(o) "Pledged Funds" means (i) the proceeds from the
sale of the Bonds; (ii) the rentals to be received under the
Lease; and (iii) all moneys and securities from time to time held
by the Trustee under the terms of this Agreement (except moneys
or securities held in accounts to pay for Bonds called for
redemption or with respect to which irrevocable instructions to
redeem have been given to the Trustee), including without
limitation the moneys held in trust funds, other than moneys set
apart and transferred to the Rebate Fund.
(p) "Qualified Securities" means investments in:
(i) Government Obligations; (ii) certificates of deposit issued
by banks and mutual savings banks incorporated under the laws of
the State of Indiana and in national banking associations having
their principal banking offices in the State of Indiana,
including the Trustee, provided such certificates of deposit do
not exceed in the aggregate ten percent (10%) of the combined
capital, surplus and undivided profits of any such bank or
association and that each such bank or association has a combined
capital and surplus of at least $25,000,000; and .provided further
that such certificates of deposit are insured by the Federal
Deposit Insurance Authority or the Federal Savings and Loan
Insurance Authority or, to the extent not so insured,
collateralized by interest-bearing obligations described in
clause (i) above in which the Trustee has a perfected security
interest; or (iii) repurchase agreements, entered into with banks
and mutual savings banks incorporated under the laws of the State
of Indiana and in national banking associations having their
principal banking offices in the State of Indiana, including the
Trustee, that are fully collateralized by interest-bearing
.obligations described in clause (i) above based upon the market
value of such obligations on the day such agreement becomes
effective, in which the Trustee has a perfected security
interest.
(q) "Rebate Fund" means the fund created and
established by Section 3.04.
(r) "Redemption price," with respect to the Bonds
outstanding under .this Agreement, means the price at which the
Bonds. are redeemable as set forth in Article IV of this
Agreement.
(s) "Sinking Fund" means the Sinking Fund created and
established by Section 3.02.
(t) "Trustee" means and includes not only the Trustee
but also its successor or successors in trust..
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(u) Unless the context shall clearly otherwise
indicate, .words importing the "singular number-shall include the
plural number in each case, and vice versa, and words importing
persons. shall include firms and corporations, and terms employed
in the disjunctive form shall be deemed to be employed also in
.the conjunctive form and-vice versa.
ARTICLE II.
Maturities, Form, Issuance,
Delivery and Registration of Bonds
Sec. 2.01. The principal amount of all Bonds which may
be issued and outstanding under this Agreement shall be Four
Million Five Hundred Seventy-five Thousand Dollars ($4,575,000)
face value . The Bonds shall be originally dated as of the first
day of the month in which they are to be originally delivered,.
shall be issued in the denomination of Five Thousand Dollars
($5,000) each, or any integral multiple thereof and shall be
numbered consecutively.
The Bonds shall mature serially on February 1 in the
years and amounts and bear interest at the rates as . follows:.
Interest Interest.
Year Amount Rate Year. Amount Rate
1990 $ 75,000 2000 $215,000
1991 120,000 2001 235.000
1992 130,000 2002 250,000
1993 135,000 2003 270,000
1994 145,000 2004 290,000
1995 155,000 2005 310,000
1996 165,000 2006 335,000
1997 .175,000 2007 365,000
1998 190,000 2008 390,000
.1999 205,000 2009 420,-000
The interest on all of the Bonds is payable semiannually on
February i and August 1 of each year, beginning February 1, 1989.
The interest on the Bonds shall be payable by check or
draft. mailed one business day prior to the interest payment date
to the person in whose name each Bond is registered on the
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fifteenth day of the month preceding such interest payment date.
The principal of, and premium on, the Bonds shall be payable in
• lawful money of the United States of America, at the principal
office of the Trustee in the City of South Bend, Indiana.
All Bonds shall be cancelled upon their payment by the
Trustee. The Trustee shall dispose of such Bonds as permitted by
law and furnish to the Authority a certificate of their disposal,
signed by an authorized officer of the Trustee.
Sec. 2.02. The Bonds shall be executed in the name. of
the Authority by .the. facsimile signature of the President of its
Board and attested. by the facsimile signature of the Secretary-
Treasurer of the Board. In case any official whose facsimile
signature appears on the Bonds, shall cease to be such officer
before the Bonds shall be duly issued and delivered, such Bonds
shall, nevertheless, be the Bonds of the Authority and in all.
respects binding and obligatory upon it to the same extent as if
signed by the officers of the Authority at the date of the actual
issuance and delivery thereof.
Sec. 2.03. Each of the Bonds shall be authenticated by
a certificate of the Trustee endorsed thereon substantially in
the form hereinafter set forth.. Only such Bonds as shall bear
thereon the certificate of the Trustee shall be secured by this
Agreement or entitled to any lien or benefit hereunder, and the
certificate of the Trustee upon any such Bond executed by the
Authority shall be conclusive evidence that the Bond so
authenticated has been duly issued hereunder and is entitled to
the benefits of the trust hereby created.
Sec. 2.04. The form of said Bonds, the Trustee's
certificate to be endorsed thereon, and the registration
endorsement (with appropriate insertions of amounts and
distinguishing numbers and letters), shall be substantially as
follows:
(Form of Bond)
UNITED STATES OF AMERICA
State of Indiana
County of St. Joseph
Registered Registered
No. $
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE-BOND
(PARKING FACILITY PROJECT)
Interest Maturity Original Authentication
Rate Date Date Date CUSIP
SOUTH BEND REDEVELOPMENT AUTHORITY, a body corporate and
politic, duly organized and existing under the laws of the State
S of Indiana (hereinafter called the "Authority"), for value
received, hereby promises to pay to the Registered Owner (named
above) or registered assigns, solely out of the Pledged Funds
(hereinafter referred to) the Principal Sum set forth above on
the Maturity. Date set forth above (unless this Bond is subject to
and shall have been duly called for prior redemption and payment
made as provided for herein), and to pay interest hereon solely
from such Pledged Funds until the Principal Sum shall be fully
paid at the rate per annum stated above from the interest payment
date to which interest has been paid next preceding the
Authentication Date of this Bond unless this Bond is
authenticated after the fifteenth day of the month preceding an
interest payment date and on or before such interest payment date
in which case it shall bear interest from such interest payment
date, or unless this Bond is authenticated on or before
January l5, 1989, in which case it shall bear interest from the
Original Date, which interest is payable on February 1 and
August 1 of each year, beginning on February 1, 1989.
Interest on this Bond is payable by check or draft.
mailed one business day prior to the interest payment date to the
person in whose name this Bond is registered on the fifteenth day
of the month preceding such interest payment date. Principal and
premium, if any, of this Bond are payable in lawful money of the
United States of America at the principal office of First
Interstate Bank of Northern Indiana, N.A., in South Bend,
Indiana.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF DULY SET FORTH HEREIN..
(Reverse of Bond)
This Bond is one of an authorized issue. of Bonds of the
South Bend Redevelopment Authority, all of like date, tenor and
effect (except as to numbering, denomination, interest rates and
dates of maturity), in the aggregate principal amount of Four
Million Five Hundred Seventy-five Thousand Dollars ($4,575,000),
issued under and in accordance with, and all equally and ratably
entitled to the benefits of, and ratably secured by, a Trust
Agreement (hereinafter called the "Agreement"), dated as of
June 1, 1988, executed by the Authority and First Interstate Bank
of Northern Indiana, N.A., as Trustee, to which reference is
hereby made for a description of the rentals and other income
(the "Pledged Funds") pledged as security for the payment of the
Bonds and interest thereon and the rights under said Agreement of
the Authority, the holders of the Bonds and the Trustee, to all
of which the holders hereof, by the acceptance of this Bond,
agree.
The Authority covenants that one business day prior to
February 1 and August 1 in each year, beginning with February 1,
1989, it will pay to the Trustee, prior to the due date, an
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amount sufficient to ,pay the principal and all interest as it
becomes due until all of the Bonds of this issue shall have been
• retired.
The Bonds of this issue maturing on or after February 1,
1999, may be redeemed prior to maturity at the option of the
Authority in whole or in-part in whole multiples of $5,000, in
inverse order of maturities and by lot within maturities, on any
date not earlier than February 1, 1998, at-face value and without
premium, plus accrued interest to the`date fixed for redemption;
provided notice has been given by mail to the registered owners
of all Bonds. If this Bond is so called for redemption, and
payment is made to the Trustee in accordance with the terms of
the Agreement, this Bond shall-cease to bear interest or to be
entitled to the lien of the Agreement from and after the date
fixed for the redemption in the call.
In case an event of default, as defined in the
Agreement, occurs, the principal of this. Bond may become or may
be declared due and payable prior to the stated maturity hereof,
in the manner, and with the effect, and subject to the conditions
provided in the Agreement.
This Bond is transferable by the registered owner hereof
at the principal office of First Interstate Bank of Northern
Indiana, N.A., upon surrender and cancellation of this Bond and
on presentation of a duly executed written instrument of transfer
and thereupon a new Bond or Bonds of the same aggregate principal
amount and maturity and in authorized denominations will be
issued to the transferee or transferees in exchange therefor.
This Bond may be exchanged upon surrender hereof at the principal
office of First Interstate Bank of Northern Indiana, N.A., duly
endorsed by the owner for the same aggregate principal amount of
Bonds of the same maturity in authorized denominations as the
owner may request.
The Authority and the Trustee may deem and treat the
person in whose name this Bond is registered as the .absolute
owner hereof.
This Bond shall not be a valid obligation until duly
authenticated by the Trustee, or its successors in trust, by the
execution of the certificate endorsed hereon.,
(Front of Bond)
IN WITNESS WHEREOF, the SOUTH BEND REDEVELOPMENT
AUTHORITY has caused this Bond to be executed in its name and on
its behalf by the facsimile signature of the President of its
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Board of Directors and attested by the facsimile signature of the
Secretary-Treasurer of its Board of Directors.
• SOUTH BEND REDEVELOPMENT AUTHORITY
By (facsimile)
President, Board of Directors
Attest:
' (facsimile)
Secretary-Treasurer, Board of
Directors
(Form of Trustee's Certificate)
TRUSTEES CERTIFICATE
This Bond is one of the Bonds described in the within-
mentioned Trust Agreement.
FIRST INTERSTATE BANK OF NORTHERN
INDIANA, N.A., Trustee,
By
Authorized Officer
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The following abbreviations, when used in the
inscription on the face of the within Bond, shall be construed as
though they were written out in full according to applicable laws
or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants. with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Gust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in
list above.
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ASSIGNMENT
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FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
please insert social security or
other identifying number of assignee
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(please print or typewrite name and address of Transferee) the
within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints Attorney,
to transfer the within Bond on the books kept for registration
thereof,. with full power of substitution in the premises.
Dated:
Signature Guaranteed
NOTICE: .Signature(s) must be
guaranteed by a broker-dealer
or a commercial bank or trust
company.
REGISTERED OWNER NOTICE:. The
signature to this assignment
must correspond with .the name
of the Registered Owner as it
appears upon the face of the
within Bond in every
particular, without alteration
or enlargement or any. change
whatever.
Sec. 2.05. The Bonds so executed by the Authority and
authenticated by the Trustee shall be delivered by the Trustee to
the purchasers thereof in the amount, at the time, and upon the
payment of the purchase price thereof, as requested in writing. by
the Authority.
Sec. 2.06. In case any Bond issued under this Agreement
shall become mutilated or be destroyed, stolen or lost, the
Authority, in its discretion, may issue, and thereupon said
Trustee shall certify and deliver in exchange for and in place
and upon cancellation of the mutilated Bond, or in lieu of and
substitution for the same if destroyed, stolen or lost, a new
Bond of like denomination and tenor, but which, in the discretion
of the Authority or the Trustee, may bear the same or a different
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serial number, be marked "Duplicate," or be otherwise
distinguished. In case of destruction, theft or loss, the
• applicant for a substituted Bond shall-furnish to the Authority
and said Trustee evidence of the destruction of such .Bond so
destroyed, which evidence must be satisfactory to the Authority
and said Trustee, in their discretion, and said applicant shall
also furnish indemnity satisfactory to both of them in their
discretion. The Authority shall have the right to require the
payment of the expense of issuing such replacement prior to the
delivery of a new Bond.
Sec. 2.07. The Trustee shall keep, at its principal
office, a record for the registration of Bonds issued hereunder
which shall, at all reasonable times, be open for inspection by
- the Authority.
Each registered Bond shall be transferable only on such
record at the principal office of the Trustee, at the written
request of the registered owner thereof or his attorney duly
authorized in writing, upon surrender thereof., together with a
written instrument of transfer satisfactory to the Trustee duly
executed by the registered owner or his duly authorized attorney.
Sec. 2.08. The Authority and the Trustee may deem and
treat the person in whose name any. Bond issued hereunder shall be
registered as the absolute owner of such Bond for the purpose of
receiving payment of or on account of the principal of said Bond,
and for all other purposes whatsoever.
• Sec. 2.09. Registered owners of Bonds may, upon
surrender thereof at the principal office of the Trustee with a
written instrument of transfer satisfactory to the Trustee,
exchange a Bond or Bonds for a Bond or Bonds of equal aggregate
principal amount of the same maturity and interest rate of any
authorized denominations. For every exchange or transfer of
Bonds, the Trustee may make a charge sufficient to reimburse it
for any tax, fee or other governmental charge required to be paid
with respect to such exchange or transfer, which shall be paid by
the person requesting such exchange or transfer as a condition
precedent to the exercise of .the privilege of making such
exchange or transfer. The cost of preparing each new Bond upon
each exchange or transfer, and any other expenses of the Trustee
incurred in connection therewith (except any applicable tax, fee
or other governmental charge) shall be paid by the Authority.
The Trustee shall not be obliged to make any transfer or exchange
of any Bond called for redemption within thirty days of the
redemption date.
ARTICLE III.
Funds
Sec. 3.01. There is hereby established and created a
• fund designated as the."South Bend Redevelopment Authority
Parking Garage Facility Construction Fund." The Construction
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Fund shall consist of the following accounts: Construction
Account and Bond Interest Account.
•
The Trustee shall deposit in the Bond Interest Account
the accrued interest paid by the purchaser and any unused
discount and an amount from the Bond proceeds which, when added
to the accrued interest and any unused discount shall equal the
interest on the Bonds through August 1, 1989. The Trustee shall,
without other or further authority than is hereby given, pay from
the Bond Interest Account, or if the Bond Interest Account is not
sufficient, then from the Construction Account, or if the Bond
Interest Account and the Construction Account are not sufficient,
then from the Operation and Reserve Fund created below, interest
accruing on all obligations of the Authority until the filing of
the Affidavit of Completion referred to below.
The Trustee shall deposit all Bond proceeds not required
to be deposited in another account into the Construction Account.
The Trustee shall pay the cost of issuance of the Bonds from such
account upon the presentation of an affidavit executed by any two
officers of the Authority, stating the character of the
expenditure, the amount thereof, and to whom due, together with a
statement of the creditor as to the amount owing. The Trustee
shall also pay obligations incurred for labor and to contractors,
builders and materialmen, acquiring real estate, acquiring
equipment for the building, the fees and expenses of architects,
engineers and construction managers and any costs of construction
and any other incidental costs incurred in connection with the
cost of construction and equipment of the building., including the
audit referred to in Section 5.07(c). Such payments shall be
made on presentation of a certificate of an architect or engineer
of work completed and materials furnished, approved in writing by
any two officers of the Authority, or in the case of any items
not subject to certification by the architect or engineer, then
upon the presentation of an affidavit executed by any two
officers of the Authority, stating the character of the
expenditure, the amount thereof, and to whom due, together with
the statement of the creditor as to the amount owing.
Upon the filing with the Trustee of such Affidavit of
Completion, the Trustee shall:
(a) Transfer from the Bond Interest Account of the
Construction Fund to the Sinking Fund created by
Section 3.02 an amount sufficient to pay principal and
interest on the Bonds which the lease rental received
pursuant to the Lease hereof will not be sufficient to
pay when due; and
(b) Transfer the balance, if any,. in the Bond
Interest Account to the Construction Account.
Until the date which is one (1) year after the filing of
said Affidavit of Completion, the Trustee shall hold in the
. Construction Account an amount equal to one hundred fifty percent
(150) of the amount of any disputed claims of contractors and
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• i`
work to be repaired and transfer the unobligated balance of the
Construction Account, if any, to the Sinking Fund referred to in
Section 3.02 hereof. Any balance remaining in the Construction
Account after payment of all disputed claims, claims .for repair
work, and obligations authorized by Subsection (Third) of
Section 5.12 shall be transferred to the Sinking Fund within ten
(10) days after the last payment of such obligations. The
Trustee shall have no responsibility to see that the Construction
Fund is properly applied, except as herein specifically provided.
Sec. 3.02. There is hereby established and created a
fund designated as the "South Bend Redevelopment Authority
Parking. Garage Facility Sinking Fund." The Trustee shall deposit
in such Sinking Fund from each rental payment received by the
Trustee pursuant to the Lease, an amount equal to the following
whichever is less:
(a) All of such rental payment; or
(b) An amount which, when added to the amount in
the Sinking Fund on the deposit date equals the sum of
the following amounts:
(i) Unpaid interest on the Bonds due on,
before or within forty-five (45) days-after
the date such rental payment becomes due; and
(ii) Unpaid principal on the Bonds due
• on, before or within eight (8) months from the
date such rental payment becomes due.
Any portion of a rental payment remaining after such deposit
shall be deposited by the Trustee in the Operation and Reserve
Fund provided for in Section 3.03. The Trustee shall from time
to time withdraw from such Sinking Fund, or if the Sinking Fund
is not sufficient, then from the Construction Account of the
Construction Fund, or if the Sinking Fund and the Construction
Account of the Construction Fund are not sufficient, then from
the Operation and Reserve Fund created below, and shall deposit
in a special trust fund and make available to itself, sufficient
moneys. for paying the principal of the Bonds at maturity and to
pay the interest on the Bonds as the same falls due.
Sec. 3.03. There is hereby established and created a
fund designated as the "South Bend Redevelopment Authority
Parking Garage Facility Operation and Reserve Fund." The
Operation and Reserve Fund shall be used only to pay necessary
incidental expenses of the Authority (e.g. required audits,
appraisals, meetings and reports), the payment of principal,
interest and redemption premiums of the Bonds herein described
upon redemption as authorized by Article IV hereof or the
purchase price of Bonds purchased as authorized by Sec. 3.07, and
if the amount in the Sinking Fund at any time is less than the
required amount, the Trustee shall, without any further
• authorization, transfer funds from the Operation and Reserve Fund
to the Sinking Fund in an amount sufficient to raise the amount
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in the Sinking Fund to the required amount. Such action by the
Trustee shall not constitute a waiver of any other right or
• remedy the Trustee may have under this Agreement. Incidental
expenses shall be paid by the Trustee upon the presentation of an
affidavit executed by any two (2) officers of the Authority,
stating the character of the expenditure, the amount thereof, and
to whom due, together with the statement of the creditor as to
the amount owing. The Operation and Reserve Fund may also be
used for purposes stated in Section 5..11.
Sec. 3.04. (a) The Trustee shall establish and maintain
a fund separate from any other fund established and maintained
hereunder designated as the "South Bend Redevelopment Authority
Parking Garage Facility Rebate Fund." Within the Rebate Fund,
the Trustee shall maintain an Excess Account and an Earnings
Account. There shall be deposited in the Rebate Fund such amounts
as are required. to be deposited therein pursuant to the Letter of
Instructions. Subject to the transfer provisions provided in
paragraph (e) below, all money at any time deposited in the
Rebate Fund shall be held by the Trustee in trust, to the extent
required to satisfy the Rebate Amount (as defined in the Letter
of Instructions), for payment to the federal government of the
United States of America, and neither the Authority nor the owner
of any Bonds shall have any rights in or claim to such money.
All amounts deposited into or on deposit in the Rebate Fund shall
be governed by this Section, by Section 5.08 and by the Letter of
Instructions. The Trustee shall be deemed conclusively. to have
complied with such provisions if it follows the directions of the
Authority including supplying all necessary information in the
manner provided in the Letter of Instructions, and shall have no
liability or responsibility to enforce compliance by the
Authority with the terms of the Letter of Instructions.
(b) Upon the Authority's written direction, an amount
shall be deposited to the Rebate Fund by the Trustee from
deposits by the Authority or from available investment earnings
on amounts held in the Sinking Fund,. the Construction Fund and
the Operation and Reserve Fund, if and to the extent required, so
that the balance of the Excess Account after such deposit shall
equal the Excess Account Requirement for the Bond Year (as such
term is defined in the Letter of Instructions) calculated as of
the most recent Calculation Date (as defined in the Letter of
Instructions). Computations of the Rebate Amount shall be
furnished by or on behalf .of the Authority in accordance with the
Letter of Instructions.,
(c) The Trustee shall have no obligation to rebate. any
amounts required to be rebated pursuant to this Section, other
than from moneys held in the funds and accounts created under
this Agreement or from other moneys provided to it by the
Authority.
(d) .The Trustee shall invest all amounts held in the
Rebate Fund in securities of, or securities guaranteed by, the
. United States .Government, subject to the restrictions set forth
in the Letter of-Instructions. The Trustee shall deposit all
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earnings (calculated by taking into account net gains or losses
on sales or exchanges and taking into account amortized discount
. or premium as a gain or loss, respectively) on investments held
in the Excess Account into the Earnings Account. All earnings on
investments in the Earnings Account shall be retained in the
Earnings Account. Money shall not be transferred from the
Earnings Account except as provided in paragraph (e) below.
(e) Upon receipt of the Authority's written directions,
the Trustee shall remit part or all of the balances in the Excess
Account and the Earnings Account to the United States, as so
directed. In addition, if the Authority so directs, the Trustee
will deposit moneys into or transfer moneys out of the Excess
Account and the Earnings Account from or into such accounts or
funds as directed by the Authority's written directions. Any
funds remaining in the Rebate Fund after redemption and payment
of all of the Bonds and payment and satisfaction of any Rebate
Amount and all other amounts due hereunder,. or provisions made
therefor satisfactory to the Trustee shall be withdrawn and
remitted to the Authority.
(f) Notwithstanding any other provision of this
Agreement, including in particular Article VIII hereof, the
obligation to remit the Rebate Amounts to the United States and
to comply with all other requirements of this Section,
Section 5.08 and the Letter of Instructions shall survive the
defeasance or payment in full of the Bonds.
Sec. 3.05. The Trustee shall, at the direction of the
Authority, and subject to Section 5.14, invest all .or so much of
the funds as is practicable in Qualified Securities, to the
extent and in the manner permitted by law. Investment earnings
shall be deposited into the Construction Fund until receipt by
the Trustee of an Affidavit of Completion as provided in
Article III, and thereafter, shall be credited to the fund from
which the investments were made; provided, however., that the
treatment of investment earnings on any money at any time
deposited in the Rebate Fund shall be governed exclusively by the
provisions of Section 3.04. The Trustee is authorized to sell
any securities so acquired from time to time in order to make the
payments authorized in this Agreement. Investment of the Sinking
Fund and Rebate Fund shall- mature prior to the .time the funds
invested will be needed-for payment of principal of and interest
on the Bonds and to make rebate payments to the United States
Government, respectively.
Sec. 3.06. Whenever the amounts contained in the
Sinking Fund and the Operation and Reserve Fund are sufficient,
together with any other funds deposited with the Trustee by the
Authority (other than deposits to the Rebate Fund), to redeem,
upon the next redemption date, all Bonds secured hereby then
outstanding, the Trustee shall apply the amounts in such Funds to
the redemption of such Bonds pursuant to Article IV .hereof.
. Sec. 3.07.. At the request of the Authority, expressed
by a resolution of the Board of Directors, or a copy thereof
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certified by
Trustee, the
Reserve Fund
of Bonds, or
Trustee agree
Authority.
the Secretary-Treasurer and delivered to the
Trustee may remove funds from the Operation and
and the Sinking Fund to be used for the redemption
for the purchase of Bonds if the Authority and
that purchase of Bonds would be .advantageous to the
Sec. 3.08. A pledge of all moneys paid or deposited
into the Sinking Fund, and of all rentals paid pursuant to the
Lease other than pursuant to Section 3(b) thereof, is hereby
made, and the same are hereby pledged to the Trustee to secure
the payment of the principal and redemption price of and interest
on the Bonds, all to the extent herein provided. The rentals so
pledged and hereafter received by the Trustee or Authority, shall
immediately be subject to the lien of such pledge without ,any
physical delivery thereof or further act; and the lien of such
pledge shall be valid and binding as against. all. parties having
claims of any kind in tort, contract or otherwise against the
Authority, irrespective of whether such parties have notice
thereof.
ARTICLE IV.
Redemption of Bonds
Sec. 4.01. The Authority shall have the right,- at its
option, to redeem, according to the procedure hereinafter
provided, all or any part of the Bonds secured by this Agreement
maturing on or after February 1, 1999, in whole multiples of
$5,000, in inverse order of maturities and by lot within
maturities, on any date not earlier than February 1, 1998, at
face value plus interest accrued to the date fixed for redemption
and without premium.
Sec. 4.02. To evidence its intention to exercise the
right of redemption, the Authority shall, not less than forty-
five (45) days prior to the .date selected for redemption, file
with the Trustee written notice of its intention to redeem,
designating the date fixed for redemption, and if less than all
of the outstanding Bonds are to be redeemed stating the aggregate
principal amount of Bonds which-.the Authority desires to redeem.
If less than all of the outstanding Bonds are to be redeemed,
then. the. Bonds shall be redeemed in inverse order of maturity and
by lot within maturities, and the Authority shall notify the
Trustee in writing of the Bonds to be redeemed. No failure or
defect in such notice by the Authority to the Trustee shall
affect the validity of the redemption of any Bonds.
Sec. 4.03. Official notice of such redemption shall be
mailed by the Trustee to the registered owners of all Bonds to be
redeemed, not less than thirty (30) days prior to the date fixed
for redemption. Said official notice shall be dated and shall,
with substantial accuracy:
•
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(a) Designate the date and places of redemption,
said places to be the offices of the Trustee;
(b) If the Bonds to be redeemed are less than the
whole amount outstanding, designate the Bonds (or
portions thereof) to be redeemed; and
(c) State that on the designated date fixed for
said redemption said Bonds shall be redeemed by the
payment of the applicable redemption price hereinbefore
set forth, and that .from and after the date so fixed
for such redemption interest on the Bonds so called for
redemption shall cease.
In all cases, the cost and expenses of the preparation
and mailing of said.. official. notices of redemption shall be paid
by the Authority.
In addition to the foregoing notice, further notice may
be given by the Trustee as it deems appropriate by mail,
publication or otherwise to registered securities depositories,
national information services or others containing the above
information and such further information as the Trustee may deem
appropriate, but no defect in said further notice, nor any
failure to give all or any portion of such further notice shall
in any manner defeat the effectiveness of a call for redemption
if notice thereof is given as above described.
• Sec. 4.04. Such notice having been mailed as above
provided, the Bonds designated for redemption shall, on the date
specified in such notice, become due and payable at the then
applicable redemption price, and on presentation and surrender of
such Bonds in accordance with such notice, at the place at which
the same are expressed in such notice to be redeemable, such
Bonds shall be redeemed by the Trustee on behalf of the Authority
by the payment of such redemption price to the registered owners
out of funds held by the Trustee for that purpose. From and
after the date of redemption so designated, unless default shall
be made in the redemption of the Bonds upon presentation,
interest on Bonds designated for redemption shall cease. If not
so paid on presentation thereof, the Bonds shall continue to bear
interest at the rate therein specified.
Sec. 4.05. All Bonds. so redeemed (or purchased as
authorized by Sec. 3.07) shall be cancelled and disposed of as
provided in Section 2.01. Bonds so redeemed or purchased shall
not be reissued, nor shall any Bonds be issued in lieu thereof.
Sec. 4.06. If the amount necessary to redeem any Bonds
called for redemption, as aforesaid, shall have been deposited
with the Trustee for the account of the owner or owners of such
Bonds on or before the date specified for such redemption, and if
the notice hereinbefore mentioned shall have been duly mailed or
provision satisfactory to the Trustee shall have been made for
• the mailing of such notice, and if all proper charges and
expenses of the Trustee in connection with such redemption shall
-17-
have been paid or provided for, the Authority shall be released
from all liability on such Bonds and such Bonds shall no longer
• be deemed to be outstanding hereunder, and interest thereon shall
cease at the date specified for such redemption; and thereafter
such Bonds shall not be secured by the lien of this Agreement.
The Trustee-shall be privileged to give notice of any call for
redemption, but shall not be required to do so unless the amount
necessary to redeem the Bonds called and to pay all proper
charges of the Trustee shall have been deposited with, paid to,
or otherwise made available to the Trustee,. as aforesaid. In
case any question shall arise as to whether any such notice shall
have been sufficiently given or any such redemption shall be
effective, such question shall be decided by the Trustee, and the
decision of the Trustee shall be final and binding upon all
parties in interest.
ARTICLE V.
Covenants of the Authority
Sec. 5.01. The Authority covenants and agrees that it
will faithfully do and perform, and at all times faithfully
observe, any and all covenants, undertakings, stipulations and
provisions contained in each and every Bond issued hereunder, and
will duly and punctually pay or cause to be paid the principal of
said :Bonds and the premium, if any, and interest thereon, at the
times and places, and in the manner mentioned in said Bonds,
• according to the true intent and meaning thereof. Except as in
this Agreement otherwise provided,. the principal, interest and
premiums are payable solely from Pledged Funds including the
rental derived from the Facility, which Pledged Funds are hereby
pledged to the payment thereof in the manner and to the extent
provided in this Agreement and in said Bonds.
Sec: 5.02. The Authority covenants that it will
promptly make, execute and deliver all agreements supplemental
hereto, or otherwise, and take all such action as may reasonably
be deemed, by the Trustee or by its counsel, necessary or
advisable for the better securing of any Bonds issued hereunder,
or as may be required to carry out the purposes of this
Agreement.
Sec. 5.03. The Authority covenants that, except as to
that part of the Facility which may hereafter be acquired by it,
the Authority is now well seised of the Facility, subject only to
Permitted Encumbrances, as such term is defined in the Lease, and
such other encumbrances as shall be permitted by the Trustee, and
has good right, full power and lawful authority to make this
Agreement and to pledge the lease rentals of the Facility as
herein provided, and that it has and will preserve good and
indefeasible title to all such property, subject to Permitted
Encumbrances, as such term is defined in the Lease, and such
other encumbrances as shall be permitted by the Trustee, and will
warrant and defend the same to the Trustee against the claims of
-all persons whatsoever.
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Sec. 5.04. The Authority covenants that it will
promptly, and before they shall become delinquent, pay or cause
• to be paid all lawful taxes, charges and assessments at any time
levied or assessed upon or against the Facility, or any part
thereof, or upon the use of the same, or upon the income or
profits thereof, and all license fees, franchise taxes and other
like statutory charges; provided, however, that no such tax,
charge or assessment shall be required to be paid so long as the
validity of the same shall be in good faith contested by the
Authority; further, that it will not suffer any lien or charge to
' be enforced or to exist against the Facility or any part thereof,
or upon the Lease or the Pledged Funds, except the lien and
charge of the Bonds secured hereby upon such Lease and Pledged
Funds, and except for Permitted Encumbrances, as such term is
defined in the Lease, and such other encumbrances as shall be
permitted by the Trustee; that it will not commit or suffer any
waste of said .property; and that it will at all times operate the
property and keep and maintain said property and all buildings,
structures, apparatus and appurtenances thereon or thereof in
good repair, working order and condition, and will from time to
time make all needful and proper repairs, renewals and
replacements.
i.
•
Sec. 5.05. The Authority covenants that until all
indebtedness secured by this Agreement is fully paid, it .will
faithfully observe and comply with the terms of all applicable
laws and ordinances of the State. of Indiana and any political or
municipal subdivision thereof.
Sec. 5.06. If the .Authority should at any time fail to
pay in apt season any tax, assessment or other charge upon the
Facility, or any part thereof, or fail to pay promptly when
payable any license fee, franchise or corporation tax, or like
statutory charge, the Trustee may, without obligation to inquire
into the validity thereof, pay such. tax, assessment, fee or other
charge, but without prejudice to the rights of the Trustee
arising hereunder in consequence of such default, and the amount
of every payment so made at any time by the Trustee, with
interest thereon at the highest rate of interest on any of the
Bonds when sold, whether or not. then outstanding, from the date
of payment, shall constitute an additional indebtedness of the
Authority secured by the lien of this Agreement, prior or
paramount to the lien hereunder of any of said Bonds and the
premium and interest thereon.
Sec. 5.07. The Authority covenants that proper books of
record and account will be kept in which full, true and correct
entries will be made of all dealings or transactions of or in
relation to the properties, business and affairs of the
Authority, and that it will:
(a) At such times as the Trustee shall reasonably
request, furnish statements in reasonable detail
showing the earnings, expenses and financial condition.
of the Authority.
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(b) From time to time furnish to the Trustee such
information as to the property of the Authority as the
. Trustee shall reasonably request.
(c) On or before the expiration of one hundred
twenty (120) days after the completion of the building,
furnish to the Trustee a full audit and report,
certified by independent certified public accountants,
covering the operations of the Authority to the
completion of construction, and showing the receipts
and disbursements for-such period, and the assets and
liabilities of the Authority at the expiration of such
period. Such financial statements and reports shall be
available at all reasonable times for the inspection of
any Bondholder or his authorized agent.
If the Authority shall fail to obtain and furnish
such audit and report, the Trustee may, in its
discretion, procure such audit and report, and pay for
the same from the Operation and Reserve Fund, unless
there are not sufficient funds in said Fund, in which
case all moneys paid by the Trustee for such audit and
report, together with interest thereon at the highest
rate of interest on any of the Bonds when sold, whether
or not then outstanding, shall be repaid by the
Authority upon demand, and shall constitute an
additional indebtedness of the Authority secured by the
lien of this Agreement, prior and paramount to the lien
• hereunder of said Bonds and premium and interest
thereon. The Trustee, however, shall not be obligated
to obtain such audit and report unless fully
indemnified against the expense thereof and furnished
with means therefor.
(d) On or before the expiration of ninety (90)
days after the end of each calendar year, file with the
Trustee a certificate signed by its President or Vice
President, and its Secretary-Treasurer, stating that
all taxes then due on the Facility have been duly paid
(unless the Authority shall, in good faith, contest any
of said taxes, in which event the facts concerning such
contest shall be set forth); also stating that all
insurance premiums required by the terms of this
Agreement to be paid by the Authority upon the Facility
have been duly paid.
The Authority further covenants that all books,
documents and vouchers relating to the properties, business and
affairs of the Authority shall at all times be open to the
inspection of such accountants or other agents as the Trustee may
from time to time designate.
Sec. 5.08. In order to preserve the exclusion of
interest on the Bonds from gross income for federal income tax
• purposes and as an inducement to purchasers of the Bonds, the
Authority represents,.. covenants and agrees that, to the extent
necessary:
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(a) No person or entity or any combination
thereof, other than the Authority or a governmental
• unit (other than the federal government) will use
proceeds of the Bonds or property financed by said
proceeds other than as a member of the general public.
No person or entity or any combination thereof, other
than the Authority or a governmental unit (other than
the federal government) will own property financed by
Bond proceeds or .will have actual or beneficial use of
such property pursuant to a lease, a management or
incentive payment contract, an arrangement such as a
take-or-pay or other type of output contract or any.
other type of arrangement that differentiates that
person's or entity's use of such property from the use
by the public at large of such property.
(b) No Bond proceeds will be loaned to any entity
or person. No Bond proceeds will be transferred,
directly or indirectly, or deemed transferred to a
nongovernmental person in any manner that would in
substance constitute a loan of the Bond proceeds.
(c) The Authority will not take any action or fail
to take any action with respect to the Bonds 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 Code, as in effect on
the date of delivery of the Bonds, nor will the
Authority act in any manner which would adversely
affect such exclusion. The Authority 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 be
an '!arbitrage Bond" within the meaning. of Section 148
of the Code and the Arbitrage Regulations as in effect
on the date of delivery of the Bonds. The Authority
shall comply with the arbitrage rebate requirements
under Section 148 of the Code to the extent applicable.
(d) All officers, employees and agents of the
Authority are authorized and directed to provide
certifications of facts and estimates that are material
to the reasonable expectations of the Authority as of
the date the Bonds are issued and to enter into
covenants on behalf of the Authority evidencing the
Authority's commitments made herein. In particular,
all or any officers, members, employees and agents. of
the Authority are authorized to certify and/or enter
into covenants for the Authority regarding the facts
and circumstances and reasonable expectations of the
Authority on the date the Bonds are issued and the
commitments made by the Authority herein regarding the
amount and use of the proceeds of the Bonds.
• (e) The. Authority will not take any action nor
fail to take any action with respect to the Bonds that
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would result in the loss of the exclusion from gross
income for federal income tax purposes of interest on
the Bonds pursuant to Section 103 of the Code, nor will
the Authority act in any other manner which would
.adversely affect such exclusion.
(f) The Authority covenants that, so long as any
of the Bonds remain outstanding, no investment of Bond
proceeds will be made, directly or indirectly, which
would cause the Bonds to be classified as "arbitrage
bonds" within the meaning of Section 148 of the Code or
the Arbitrage Regulations.
The Authority has furnished to the Trustee concurrently
with the execution and delivery of this Agreement, signed copies
of the arbitrage certificate of the kind contemplated by the
Arbitrage Regulations. The Trustee shall have the right in
connection with any investment of money in the Construction Fund,
the Sinking Fund or the Operation and Reserve Fund to be made by
it to require that the Authority furnish the Trustee an opinion
of counsel, experienced in matters relating to the tax exemption
of interest payable on obligations of states and their
instrumentalities and political subdivisions, to the effect that
the proposed investment will not cause the Bonds to be classified
as "arbitrage. bonds" within the meaning. of Section 148 of the
Code or the Arbitrage Regulations..
The Authority covenants that it will not take any
action, or fail to take any action, if any such action or failure
to take action would adversely affect the exclusion from gross
income of the interest on the Bonds under Section 103 of the
Code. The Authority will not directly or indirectly use or permit
the use of any proceeds of the Bonds or any other funds of the
Authority, or take or omit to take any action that would cause
the Bonds to be "arbitrage bonds" within .the meaning of
Section 148(x) of the Code. To that end, the Authority will
comply with .all requirements of Section 148 of the Code to the
extent applicable to the Bonds. In the event that at any time
the Authority is of the opinion that for purposes of this Section
it is necessary to restrict or limit the yield on the investment
of any moneys held by the Trustee under this Agreement, the
Authority. shall so instruct the Trustee in writing, and the
Trustee shall take such action as may be necessary in accordance
with such instructions.
I•
Without limiting the generality of the foregoing, the
Authority agrees that there shall be paid from time to time all
amounts required to be rebated to the, United States pursuant to
Section 148 (f) of the Code.and any temporary, proposed or final
Treasury Regulations as may be applicable to the Bonds from time
to time. This covenant shall survive payment in full or
defeasance of the Bonds. The Authority specifically covenants. to
pay or cause to be paid to the United .States at the times and in
the amounts determined under Section 3.04 hereof the Rebate
Amounts, as described in the Letter of Instructions. The Trustee
agrees to comply with all instructions of the Authority given in
accordance with th8 Letter of Instructions.
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Notwithstanding any provision of this Section, if the
Authority shall provide to the Trustee an opinion of nationally
. recognized Bond counsel to the effect that any action required
under this Section is no longer required, or to the effect that
some further action is required, to maintain the exclusion from
gross income of the interest on the Bonds pursuant to Section 103
of the Code, the Authority may rely conclusively on such opinion
- in complying with the provisions hereof.
Sec. 5.09. The Authority covenants that it will not
guarantee, endorse or otherwise become surety for or upon the
indebtedness of others except by endorsement of negotiable
instruments for deposit or collection in the ordinary course of
business, and that it will not sell its accounts receivable.
Sec. 5.10. The Authority covenants that it will not
acquire any property, real or personal, subject to wn existing
mortgage or other encumbrance, except as permitted by Sec. 5.11.
Sec. 5.11. The Authority covenants that it will not
incur any indebtedness other than the Bonds secured by this
Agreement unless either the building referred. to in the Lease
cannot be completed without unreasonable delay which would
threaten a default in the payment of principal or interest on the
Bonds without such additional indebtedness, and such additional
indebtedness is payable only from the Operation and Reserve Fund
(to the extent that such Fund is not needed to pay necessary
incidental expenses of the Authority) and from property and
• income of the Authority remaining or received after all Bonds
authorized herein have become due and payable and sufficient
funds have been provided to pay all principal and interest due on
such Bonds and all fees of the Trustee then due and payable, or
such additional indebtedness is payable solely from income of the
Authority other than the rental payments provided for in the
Lease as long as any of the Bonds are outstanding. This section
shall not be. construed to prohibit the issuance of refunding
Bonds and the pledging of lease rentals to be received after the
redemption of the Bonds.
Sec. 5.12. The Authority covenants that the proceeds of
the Bonds shall be used for the following purposes:
(First) The payment of the balance, if any, of
the purchase price of the real estate herein
specifically described;
(Second) The payment of the cost of construction
of a parking garage building on said real estate in
accordance with the provisions of Sec. 5.13 hereof..
The cost of erection shall include but not be limited
to the items set forth in Sec. 3.01 hereof.
i.
(Third) Any balance in excess of one hundred
fifty percent (150%) of the amount of any disputed
claims of contractors and work to be repaired remaining
after the completion of such building in accordance
-23-
with Sec. 5.13 hereof may be obligated within a period
of one (1) year thereafter for any one or more of the
• following purposes upon written request of the Lessee:
(a) For the purchase of equipment for
said building;
(b) For the purchase of real estate
adjacent to the real estate hereinbefore
described; or
(c) For the improvement of said
building.
(Fourth) Any balance in excess of one hundred
fifty percent (1500 of the amount of any disputed
claims of construction and work to be repaired
remaining unobligated after one (i) year from the
filing of the. affidavit referred to in Sec. 3.01 shall
be transferred to the Sinking Fund as provided in
Sec. 3.01.
(Fifth) Any balance remaining after payment of
all obligations authorized by Subsection (Third) above,
shall be transferred to the Sinking Fund within ten
(10) days after the last payment of such obligations.
Sec. 5.13. The Authority covenants that it has entered
• into a valid and binding Lease of the Facility to the Commission,
and that a full, true and correct copy of said Lease is on file
with the Trustee. The Authority covenants further .that it will
bring suit to mandate the governing board or officials of the
Lessee to levy a tax to pay the rental provided in said Lease, or
take such other action to enforce the Lease as is ,reasonably
requested by the Trustee, if such rental is more than sixty (60)
days in default. The Authority further covenants that, upon the
receipt by the Trustee of the proceeds of the Bonds secured
hereby, it will forthwith proceed to construct the Facility in
accordance with the plans and specifications referred to in said
Lease, and will complete such construction with all expedition
practicable in accordance with such plans and specifications,
together with such changes therein as may be authorized by the
Authority pursuant to this Section. The Authority further
covenants that it will not authorize, approve or permit any
changes to be made in such plans and specifications unless all of
the following conditions exist:
(a) The proposed changes in the plans and
specifications are approved in writing by the South
Bend Redevelopment Commission, as Lessee, and, if such
proposed changes, together with all other changes
previously made, will increase the original cost of
erection of said building in an amount exceeding Four
• Hundred Thousand Dollars ($400,000), then by the
original purchaser of the Bonds, or if the purchaser is
more than one investment house, by the manager of such
syndicate;
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(b) the proposed changes in the plans. and
specifications will not alter the character of the
building nor reduce the value thereof; and
(c) the proposed changes in the plans and
specifications will not result in an increase. in the
cost of erection of said building exceeding the amount
of the uncommitted funds of the Authority on hand which
are not required for the completion of the building in
accordance with the plans and specifications adopted
prior to the execution of said Lease, interest on the
Bonds during the construction period, and the payment
of the incidental expenses incurred in connection with
saidproject.
•
Prior to the completion of the Facility in accordance
with the provisions of this section, performance of additional
construction work or the purchase of equipment not specified in
the above-mentioned Lease or incorporated therein by reference to
the plans and specifications shall be deemed a change or
modification in the plans and specifications subject to the
requirements of this Section.
Except for changes made in the plans and specifications
pursuant to this Section, the. Authority covenants that it will
not agree to any modification of the terms of said Lease which
would substantially impair or reduce the security of the holders
of the Bonds described herein or agree to a termination thereof,
or agree to a reduction of the lease rental provided for therein
which would inhibit payment of debt service on the Bonds until
all .indebtedness secured by this Agreement is fully paid, except
upon compliance with the provisions of Sec. 10.02. The Authority
further covenants that any modification permitted by this
paragraph will be made only after a copy thereof has been filed
with the Trustee.
Sec. 5.14.. The Authority covenants that the proceeds
from the sale of the Bonds, proceeds received from lease rentals
payable according to the Lease, any other amounts received by the
Authority in respect to property directly or indirectly financed
with any. proceeds of such.Bonds, and proceeds from interest
earned on the investment and reinvestment of such proceeds and
amounts, shall not be invested or otherwise used in a manner
which would cause such Bonds to be "arbitrage Bonds" within the
meaning of Section 148 of the Code and the Arbitrage
Regulations. Any such investment or other use by the Trustee
shall comply with Section 148 of the Code and such regulations or
rules adopted pursuant to said.Section 148, as may be applicable
and any restrictions stated in the arbitrage certificate of the
Authority.
Sec. 5.15. The Authority covenants
are sufficient funds held by the Trustee in
and/or Operation and Reserve Fund to pay the
• redemption premiums and interest to the next
date on all outstanding Bonds, it will call
that whenever there
the Sinking Fund
principal,
interest payment
all outstanding Bonds
-25-
for redemption and hereby consents and directs the..Trustee to
• call all outstanding Bonds .for. redemption..
ARTICLE VI.
Insurance
Sec. 6.01. The Authority covenants that during the
construction of the Facility, it will carry. or will cause other
persons to carry for its benefit the following kinds of
insurance:
(a) Builder's risk insurance in the amount of one
hundred percent (1000 of the insurable value of the
Facility against physical loss or damage thereto,
however caused, with such exceptions as are ordinarily
required by insurers of buildings or facilities of a
similar type. Such insurance shall be carried in
completed value form.
(b) Bodily injury and property damage insurance
naming the Authority as an insured against claims for
damages for bodily injury, including accidental death,
as well as claims for property damages which may arise
from such construction. Such insurance shall be
carried for not less than the following limits of
. liability for the policies indicated:
Combined bodily injury insurance,
including accidental death, and property
damage insurance in an amount not less than
One Million Dollars ($1,000,000) on account of
one occurrence;. or, in the alternative:
Bodily injury insurance in an amount not
less than One Million Dollars for injuries,
including accidental death, to any one (1)
person, and in an amount not less than One
Million Dollars on account of one (1)
accident; and
Property damage insurance in an amount
not less than Five Hundred Thousand Dollars on
account of any one (1) accident and in an
amount not less than Five Hundred Thousand
Dollars in the aggregate during each policy
period, each of which shall be not longer than
one year.
The Authority further covenants that all contracts for
the construction of said Facility will or do require the
contractor to carry such insurance as will protect the contractor
• from liability under the Indiana Workmen's Compensation and
Workmen's Occupational Diseases Acts. Certificates of the
insurance coverage required under Subsection (b) of this section
and the preceding sentence shall be furnished to the Trustee.
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Sec. 6.02. The Authority covenants that, after the
completion of such building, it will carry or cause to be
carried:
(a) Insurance on the Facility against physical
loss or damage thereto, however caused, with such
exceptions as are ordinarily required by insurers of
buildings or facilities of a similar type, which
insurance shall be in an amount equal to one hundred.
percent (1000 of the full replacement cost of the
Facility as certified by a registered architect, a
registered engineer, or a professional appraisal
engineer selected by the Authority with the approval of
the Trustee, on the effective date of such insurance
and on or before April 1 of each year thereafter (such
appraisal may be based on a recognized index of
conversion factors); and
(b) Rent or rental value insurance in an amount
equal to the full rental value of the Facility for a
period of two (2) years against physical .loss or damage
of the type insured against under Sec. 6.02(a) above.
•
Sec. 6.03. Such insurance policies shall be maintained
in good and responsible insurance companies satisfactory to the
Trustee, and shall be countersigned by an agent of the insurer.
who is a resident of the State of Indiana. A copy of such
policies, together with a certificate of the Insurance
Commissioner certifying that the persons countersigning such
policies are duly qualified in the State of Indiana as resident
agents of the insurers on whose behalf they have signed, and the
architect's or engineer's certificates referred to in
Sec. 6.02(a) shall be deposited with the Trustee. Such schedule
shall contain the names of the insurers, the amounts of each
policy, the character of the risk insured against, the expiration
date of each policy, the premium paid thereon, and any other
pertinent data.
Sec. 6.04. In case the Authority shall~at any time
refuse, neglect or fail to obtain and furnish such certificate or
to effect insurance as aforesaid, the Trustee may, in its
discretion, procure such certificate and/or such insurance, and
all moneys paid by the Trustee for such certificate and/or
insurance, together with interest thereon at the highest rate of
interest on any of the Bonds when sold, whether or not then
outstanding, shall be repaid by the Authority upon demand, and
shall constitute an additional indebtedness of the Authority
secured by the lien of this Agreement, prior 'and paramount to the
lien hereunder of said Bonds and interest thereon. The Trustee,
however, shall not be obligated to effect. such insurance unless
fully indemnified against the expense thereof and furnished with
means therefor.
• Sec. 6.05. The insurance policies
6.01(x) and Section 6.02(a) shall be for the
interests shall appear, of the .Trustee, the
required by Section
benefit, as their
Authority, and other
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•
I•
persons having an insurable interest in the insured property.
Such policies shall clearly indicate that any proceeds under the
policies shall be payable to the Trustee, and the Trustee is
hereby authorized to demand, collect and receipt for and recover
any and all insurance moneys which may become due and payable
under any of .said policies of insurance and to prosecute all
necessary actions in the courts to recover any such insurance
moneys. The Trustee may, however, accept any settlement or
adjustment which the officers of the Authority may deem it
advisable to make with the insurance companies. .Any proceeds of
rent or rental value insurance received by the Trustee
representing the annual rentals payable under the Lease shall be
deposited by it forthwith to the credit of the Sinking Fund.
Sec. 6.06. The proceeds of such insurance received by
the Trustee shall be applied to the repair, replacement or
reconstruction of the damaged or destroyed property, if in the
opinion of an independent registered architect, registered
engineer, construction manager or contractor, which architect,
engineer, construction manager or contractor shall be acceptable
to the Trustee (i) the cost of such repair, replacement or
reconstruction shall not exceed the amount of insurance proceeds
to be received by reason of such damage or destruction and other
amounts available therefor, and (ii) such repair, replacement or
reconstruction can be completed within the period covered by the
rental value insurance. Such proceeds shall be held and
disbursed by the Trustee in the manner and upon the showings.
provided for in Sec. 3.01 hereof, except that the Trustee may
release such proceeds, or a part thereof, upon a showing
satisfactory to the Trustee that repairs have been made and paid
for. If either or both conditions shall not exist, the proceeds
of such insurance received by the Trustee shall be used to redeem
Bonds.
Sec. 6.07. In the event the Authority. shall not
commence to repair or replace the Facility so damaged or
destroyed within ninety (90) days after any such loss or damage,
or the Authority, having commenced such work of repair or
replacement, shall abandon or fail diligently to prosecute the
same, the Trustee may, in its discretion, make or complete such
repairs or replacements, and if it shall elect so to do, may
enter upon said premises to any extent necessary for the
accomplishment of such purposes, but nothing herein contained
shall obligate the Trustee to make or complete any such repairs
or replacements unless it shall have been requested to do so by
the holders of not less than twenty-five percent (25~) in
aggregate principal amount of all Bonds outstanding hereunder,
and shall have been indemnified to its satisfaction against all
loss, damage and expense which it might thereby incur.
Sec. 6.08. In case the Authority shall neglect, fail or
refuse to proceed forthwith in good faith with the repair or
replacement of the Facility which shall have been so destroyed or
damaged, and such negligence, failure or refusal shall continue
for one hundred twenty (120). days, the Trustee, upon receipt of
the insurance moneys, shall (unless the Trustee proceeds to make
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the repairs or replacements of the destroyed or damaged property
as above provided) transfer such proceeds to the Sinking Fund.
Sec. 6.09. If, at any time, the Facility is totally or
substantially destroyed and the amount of insurance money
received on account thereof by the Trustee is sufficient to
redeem all of the then outstanding Bonds hereunder and such Bonds
are then subject to redemption, the Authority, with the written
approval of the Commission, may direct the Trustee to use said
moneys for the purpose of calling for redemption all of the Bonds
issued and then outstanding under this Agreement at the then
current redemption price.
Sec. 6.10. In the event of any reconstruction of the
Facility after substantially total destruction thereof, a new
building or buildings may be constructed on the site by the
Authority in accordance with plans and specifications which must
be satisfactory to the Trustee and the Lessee of such. Facility,
and such new building or buildings maybe wholly different in
design or construction or designed for a different purpose.
Sec. 6.11. The Trustee may accept the statements,
affidavits and certificates hereinabove in this Article VI
provided to be filed with the Trustee, as conclusive evidence of
the facts therein stated, but the Trustee (although under no
obligation so to do) may, at the expense of the Authority,
require further or other evidence of such matters and may rely on
the report or opinion of such architect, engineer, other person,
• or counsel, as it may select for the purpose of making an
investigation thereof.
ARTICLE VII.
Remedies in Case of Default
Sec. 7.01. If any of the following events occurs, it is
hereby defined as and is declared to be and to constitute an
"event of default":
(a) default in the due and punctual payment of the
interest on any Bonds hereby secured and outstanding;
(b) default in the due and punctual payment of the
principal and premium, if any, of any Bond hereby
secured, whether at the stated maturity thereof, or
upon proceedings for the redemption thereof, or upon
the maturity thereof by declaration as hereinafter
provided;
(c) default in the performance or observance of
any other of the covenants or agreements of the
Authority in this Agreement or in any supplemental
• agreement, or in the Bonds, contained, and the
continuance thereof for a period of sixty (60) days
after written notice thereof to the Authority by the
Trustee;
-29-
(d) if the Authority: (1) admits in writing its
inability to pay its debts generally as they become
! due; (2) files a petition in bankruptcy; (3) makes. an
assignment for the benefit of its creditors; or
(4) consents to or fails to contest the appointment of
a receiver or trustee for itself or of the whole or any
substantial part of the Facility or any income
therefrom;
(e) if the Authority: (1) be adjudged insolvent
by a court of competent jurisdiction; (2) on a petition
in bankruptcy .filed against the Authority be adjudged a
bankrupt;. or (3) if an order, judgment or decree be
entered by any court of competent jurisdiction
appointing, without the consent of the Authority, a
receiver or trustee of the Authority or of the whole or
any substantial part of the Facility or any income
therefrom, and any of the aforesaid adjudications,
orders, judgments or decrees shall not be vacated or
set aside or stayed within-sixty (60) days from the
date of entry thereof;
- (f) if any judgment shall be recovered against the
Authority or any attachment or other court process
issue that shall become or create a lien upon the Lease
or the Pledged Funds, and such judgment, attachment, or
court process shall not be discharged. or effectually
secured within sixty (60) days;
(g) if the Authority shall file a petition under
the .provisions of the U.S. Bankruptcy Code, as amended
("Bankruptcy Code"), or file answer. seeking the relief
provided in said Bankruptcy Code;
(h) if a court. of competent jurisdiction shall
enter an order, judgment or decree approving a petition
filed against the Authority under the provisions of
said Bankruptcy Code, and such judgment, order or
decree shall not be vacated or set aside or stayed
within one hundred twenty (120) days from the date of
the entry thereof;
(i) if, under the provisions of any other law now
or hereafter existing for the relief or aid. of debtors,
any court of competent jurisdiction shall assume
custody or control. of the Authority or of the whole or
any substantial part of the Facility or the income
therefrom, and such custody or control shall not be
terminated within one hundred twenty (120). days from
~~ the date of assumption of such custody or control;
(j) failure of the Authority to bring suit to
mandate the governing board or officials of the Lessee
to levy a tax to pay the rental provided in the Lease.
referred to in Article V, or take such other action to
'~ enforce the Lease as is reasonably requested by the
j
,I -30-
Trustee, if such rental is more than sixty (60) days in
default;
(k) if the lease rental provided for in said Lease
- is not paid within sixty (60) days after each date it
is due; or
(1) any event of default as .defined in Section 16
of the Lease shall occur and be continuing.
' Sec. 7.02. In the case of the happening and continuance
of any of the events of default specified in Section 7.01, then
in any such case the Trustee, by notice in writing mailed to the
Authority, may, and upon written request of the: holders of
twenty-five percent (25~) in principal amount of the Bonds then
outstanding hereunder shall, declare the principal of all. Bonds
hereby secured and then outstanding, and the interest accrued
thereon, immediately due and payable, and upon such declaration
such principal and interest .shall thereupon become and be
immediately due and payable; subject, however, to the right of
the holders of a majority in principal amount of all such
outstanding Bonds, by written notice to the Authority and to the
Trustee, to annul each declaration and destroy its effect at any
time if all agreements with respect to which default shall have
been made shall be fully performed and all such defaults be
cured, and all arrears of interest upon all Bonds .outstanding
hereunder and the reasonable expenses and charges of the Trustee,
its agents and attorneys, and all other indebtedness secured
hereby, except the principal of any Bonds not then due by their
terms and interest accrued thereon since the then last interest
payment date, shall be paid or the amount thereof shall be paid
to the Trustee for the benefit of those entitled thereto.
Sec. 7.03. If default occurs with respect to the
payment of principal or interest due hereunder, interest shall be
payable on overdue principal and overdue interest both at the
highest rate of interest on any of the Bonds when sold, whether
or not then outstanding.
Sec. 7.04. In case of the happening and continuance of
any of the events of default specified in Section 7.01,_the
Trustee may, and shall upon the written request of the holders of
at least twenty-five percent (25~) in principal amount of the
Bonds then outstanding hereunder and upon being indemnified to
its reasonable satisfaction, proceed to protect and enforce its
rights and the rights of the holders of the Bonds by suit or
suits in equity or at law, or in any court of competent
jurisdiction, whether for specific performance of any covenant or
agreement contained herein or in aid of any power herein granted,
or for the enforcement of any other appropriate legal or
equitable remedy.
No remedy by the terms of this Agreement conferred upon
or reserved to the Trustee or to the Bondholders is intended to
• be exclusive of any other remedy, but each and every such remedy
shall be cumulative and shall be in addition to any other remedy
-31-
~ f
given hereunder or now or hereafter existing at law or in equity
or by statute.
No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power,
or shall be construed to be a waiver of any such default or
acquiescence therein; and every such right or power maybe
exercised from time to time and as often as may be deemed
expedient.
Sec. 7.05.. In case of an event of ..default hereunder and
upon the filing of judicial proceedings to enforce the rights of
the Trustee and of the Bondholders hereunder, the Trustee shall
be entitled, as a matter of right, to the appointment of a
receiver of the rents, xevenues, issues,. earnings,. income and
proceeds thereof pending such proceedings, with such powers as
the court making such appointment shall confer.
- Sec. 7.06. All rights of action under this Agreement or
under any of the Bonds, including the right to file and prove a
claim in any receivership, insolvency, bankruptcy,. or other
similar proceedings for the entire amount due and payable by the
Authority under this Agreement, may be enforced by the Trustee
without the possession of any of the Bonds or the production
thereof in any trial or other proceeding relating thereto, and
any suit or proceeding instituted by the Trustee shall be brought
in its name as Trustee, and any recovery shall be for the equal
benefit of the holders of the outstanding Bonds.
Sec. 7..07. It is hereby declared and agreed, as a
condition .upon which each successive holder of all or any such.
Bonds receives and holds the same, that no holder or holders of
any such Bond shall have the right to institute any proceeding at
law or in equity, or for the appointment of a receiver, or
(except for filing of claims with the Treasurer of the State of
Indiana) for any other remedy under this Agreement, without first
giving notice in writing to the Trustee of the occurrence and
continuance of an event of default as aforesaid, and unless the
holders of at least twenty-five percent (25%) in principal amount
of the then outstanding Bonds shall have made written request to
the Trustee and shall have offered it reasonable opportunity
either to proceed to exercise the powers hereinbefore granted or
to institute such action, suit or proceeding in its own name, and
without also having offered to the Trustee adequate. security and
indemnity against the costs, expenses and liabilities to be by
the Trustee incurred therein or thereby; and such notice,
request, and offer of indemnity may be required by the Trustee as
conditions precedent to the execution of the powers and trusts of
this Agreement or to the institution of any suit, action or
proceeding at law or in equity or for the appointment of a
receiver, or for any .other remedy hereunder, or otherwise, in
case of any such default as aforesaid; it being understood and
intended that no one or more holders of the Bonds shall have any
• right in any manner whatsoever, to affect, disturb or prejudice
the lien of this Agreement by his or their action, or to enforce
any right hereunder except in the manner herein provided, and
-32-
that all proceedings at law or in equity shall be instituted, had
• and maintained in the manner herein provided, and for the equal
benefit of all holders of outstanding Bonds. Notwithstanding any
other provisions of this Agreement, the right of any holder of
any Bond to receive payment of the principal of and premium, if
any, and interest on such Bond on or after the respective due
dates therein expressed, or to institute suit for the recovery of
any such payment on or after such respective dates, shall not be
impaired or affected without the consent of .such holder.
ARTICLE VIII.
Defeasance Payment, Release
•
•
i.
Sec. 8.01. If, when the Bonds secured hereby shall have
become due .and payable in accordance with their terms or shall
have been duly called for redemption or irrevocable. instructions
to call the Bonds for redemption shall have been given by the
Authority to the Trustee, the whole amount of the principal and
the interest and the premium, if any, so due. and payable upon all
of the Bonds then outstanding shall be paid or (i) sufficient
moneys, or (ii) direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed
by, the United States of America the principal of and the
interest on which when due will provide sufficient moneys, or
(iii) time certificates of deposit fully secured as to both
principal and interest by obligations of the. kind described in
(ii) above of a bank or banks the principal of and interest on
which when due .will provide sufficient moneys, or (iv) any
combination of (i), (ii) or .(iii) above which will provide
sufficient moneys, shall be held by the Trustee for-such purpose
under the provisions of this Agreement, and provision shall also
be made for paling all Trustee's fees-and expenses and other sums
payable hereunder by the Authority, then and in that case the
right, title and interest of the Trustee shall thereupon cease,
determine and become void.
Upon any such .termination of the Trustee's title, on
demand of the Authority, the Trustee shall release this Agreement
and shall execute such documents to evidence such release as may
be reasonably required by the Authority, and shall turn over to
the Authority or to such officer, board or body as may then be
entitled by law to receive the same any surplus in the Sinking
Fund created by Sec. 3.02 hereof and in the Operation Fund
created by Sec. 3.03 hereof and all balances remaining in any
other fund or accounts other than moneys and obligations held for
the redemption or payment of Bonds or held in the Rebate Fund;
provided, however, that. in the event direct obligations of, or
obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America or
time certificates of deposits shall be deposited with and held by
the Trustee as hereinabove provided, ,in addition to the
requirements set forth in Article IV o~ this Agreement, the
Trustee .shall within thirty (30) days after such. obligations or
time certificates of deposits shall have been deposited with it,
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cause a notice signed by the Trustee to be published once in The
Daily Bond Buyer, the City of New York, New York or, if The Daily
• Bond Buyer is not published, then in a newspaper or financial
journal published and of general circulation in the City of
New York, New York, or the City of Chicago, Illinois, setting
forth (a) the date designated for the redemption of the Bonds,
(b) a description of the obligations so held by it, and (c) that
this Agreement has been released in accordance with the
provisions of this Section.
All. moneys, and obligations and time certificates of
deposit held by the Trustee pursuant to this Section shall be
held in trust and said moneys and the principal and interest of
said obligations and time certificates of deposit when received,
applied to the payment, when due, of the principal and the
interest and the premium, if any, of the Bonds so called for
redemption.
Sec. 8.02. Any Bond not presented at the proper time
and place for payment shall, within the meaning of this
Agreement, be deemed to be fully paid when due if the money
necessary to discharge the principal amount thereof and all
interest then accrued and unpaid thereon (and the premium
required in case of redemption before maturity) is held by the
Trustee when or before the same become due. The holder. of any
such Bond shall not be entitled to any interest thereon after the
maturity thereof nor to any interest upon money so held by the
Trustee.
`.
ARTICLE IX.
Concerning the Trustee
Seca 9.-01. The Trustee hereby accepts the trusts of
this Agreement upon the following terms and conditions, to which
the parties and the registered holders of said Bonds agree:
(a) After completion of construction of the
garage, the Trustee shall annually prepare a financial
report covering disbursements and receipts of all funds
of the Authority held by the Trustee hereunder and
shall furnish a copy to the Authority.
(b) The Trustee shall be under no obligation to
see to any filing or recording of this Agreement or any
agreement supplemental hereto, and may authenticate and
deliver the Bonds in accordance with the provisions
hereof prior to any filing or recording of this
Agreement.
(c) The Trustee shall be entitled to reasonable
compensation for all services rendered in the execution
of the trusts hereby created, and may employ agents,
• attorneys and counsel in the execution of such trusts;
and the compensation of the Trustee, as well as the
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reasonable compensation of its attorneys and counsel
and of such persons as ~ may employ in the
• administration or management of the trusts hereunder,
and all other reasonable expenses necessarily incurred
or actually disbursed hereunder, the Authority agrees
to pay to the Trustee on demand, and for such payment
the Trustee shall have a lien on all funds in the hands
of the Trustee not held in trust for any specific
purpose in priority to the rights and claims of the
holders of said Bonds.
(d) The Trustee shall not be responsible in any
manner for:
(1) The validity, execution,
acknowledgment, filing or recording of this
Agreement or-any agreement supplemental
hereto, or the refiling or rerecording
thereof;
(2) for any recitals, covenants or
agreements of the Authority in the Bonds or
herein contained, except to pay from the
Operation Fund expenses incurred by the
Authority to enable it to comply with its
covenants contained herein;
(3) for the default or misconduct of any
• agent or employee appointed by it, if such
agent or employee shall have been selected
with reasonable .care, or for anything done by
it in connection with this trust, except for
its willful misconduct or gross negligence;.
(4) for the consequence of any act done
in good faith; or,
(5) for any actions taken by the Trustee
in accordance with the opinion of counsel
employed by the Trustee.
(e) The Trustee shall be under no obligation to
keep advised or informed as to whether the Authority is
in default under any of the terms or covenants of this
Agreement; and unless and until the Trustee shall have
received written notice to the contrary from the
holders of at least five percent (5%) in principal
amount of the Bonds then. outstanding hereunder, the
Trustee may, for all purposes of this Agreement, assume
that the Authority is .not in default hereunder and that..
none of the events hereinbefore defined as "events of
default" has happened.
(f) The Trustee shall not be required to appear in
• or defend any suit which may be brought against it
- respecting the Facility, or by reason of being Trustee
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hereunder, or to institute any suit or proceeding to
• enforce any covenant or remedy herein provided, or to
take any action toward the execution or enforcement of
the trusts hereby created, which, in the opinion of the
Trustee, will be likely to involve the Trustee in
expense or liability, unless the holders of said Bonds
or some part thereof shall furnish the Trustee with
reasonable security and indemnity against such expense
or liability.
(g) The Trustee shall be fully protected in acting
upon or in accordance with any notice or request,
consent, certificate, demand, resolution or other
instrument or document believed by the Trustee to be
genuine and to have been signed, authorized, executed,
certified or sealed by .the proper person or persons;
and the Trustee is authorized to accept the certificate
of the,Secretary-Treasurer of the Authority, under its
corporate seal, if any, to any resolution of the board
of directors of the Authority as conclusive evidence
that such resolution was-duly and lawfully adopted and
is binding upon the Authority.
(h) The Trustee, or any officer or director of the
Trustee, may acquire and hold Bonds issued hereunder or
may engage in or be interested in any financial or
.other transaction in which the Authority may be
interested, and the Trustee may be depository, trustee,
• transfer agent, registrar or agent of the Authority, or
for any committee or other body in respect to the
bonds, notes, debentures, obligations or securities of
the Authority, whether or not issued pursuant hereto.
(i) The Trustee may, in relation to any powers or
duties imposed upon it by this .Agreement, act upon the
opinion~or advice of an attorney, surveyor, engineer or
accountant, whether retained by the Trustee or by the
Authority, and shall not.be responsible for any loss
resulting from any action or non-action in accordance
with any such opinion or advice.
(j) The Trustee is relieved from filing any
inventory., or qualifying under the jurisdiction of any
court, or otherwise complying with the provisions of
the Uniform Trustees' Accounting Act of 1945,. or with
-any laws amendatory thereof or supplemental thereto,.
and the provisions of said law are hereby waived.
Sec. 9.02. The Trustee agrees to invest funds (subject
to Sec. '5.14 hereof) from time to time held by it as Trustee
under this Agreement, and apply the interest earned thereon as
provided in Article III, but shall not be under any duty or
obligation to pay interest on any funds held by, it which cannot
practicably be so invested either to the Authority or to the
• holder of any Bond, or to any other person; any and all such
liability for the payment of such interest being hereby expressly
waived.
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Sec. 9.03. In the event that the Trustee, or any
successor trustee, shall b~dvme legally consolidated or merge
. with another banking association or corporation, the banking
association or corporation resulting from such. consolidation or
merger shall thereupon become and be the Trustee hereunder with
the same titles, rights, powers, benefits, duties and
limitations, without the execution or filing or recording of any
instrument, and without any action on the part of the Authority
or the holders of Bonds hereunder. A purchase of the assets and
assumption of the liabilities of the Trustee by another banking
association or corporation shall be deemed to be consolidation or
merger for the purposes of this section.
Sec. 9.04. The Trustee, or any successor trustee, may
be removed at any time by an instrument or concurrent instruments
in writing filed with the Trustee and signed by the holders of a
majority in principal amount of the Bonds then outstanding
hereunder, or by their attorneys-in-fact thereunto duly
authorized.
Sec. 9.05. The Trustee, or any successor trustee, may
resign the trust created by this Agreement upon first giving
notice of such proposed resignation and specifying the date when
such resignation shall take effect, which notice shall be given
to the Authority in writing at least twenty (20) days prior to
the date when such resignation shall take effect, and shall be
given to the Bondholders by mail at least twenty (20) days prior
to the date when such resignation shall take effect. Such
• resignation shall take effect on the day so designated in such
notice, unless previously a successor trustee shall be appointed
as hereinafter provided, in which event such resignation shall
take effect immediately upon the appointment of such successor
trustee.
Sec. 9.06. In case at any time the Trustee shall become
incapable of acting, or shall be removed, a successor trustee may
be appointed by the holders of at least a majority in principal
amount of the Bonds•hereby secured and then outstanding, by an
instrument or instruments in writing signed by such Bondholders
or by their duly constituted attorneys-in-fact; but until a new
trustee shall be so appointed by the Bondholders, the Authority,
by an instrument executed by order of its board of directors, may
appoint a trustee to fill such vacancy until a new trustee shall
be appointed by the Bondholders as aforesaid, and when any such
new trustee shall be appointed by the Bondholders, any trustee
theretofore appointed by the Authority shall thereupon and
thereby be superseded and retired. Each such successor trustee
appointed by any of such methods shall be a bank or trust company
authorized by law so to act, and having a capital and surplus or
not less than Five Million Dollars ($5,000,000).
Sec. 9.07. Any successor trustee appointed hereunder
shall execute, acknowledge and deliver to the Authority, and to
its predecessor, an instrument accepting such appointment; and
• thereupon, upon the execution of the same, such successor
trustee, without any further act or instruments or deeds of
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conveyance, shall become vested with all of the assets, powers,
rights, duties, trusts and obligations of its predecessor in
• trust hereunder with like effect as if originally named as
trustee herein; but nevertheless, on the written request of the
successor trustee, the trustee ceasing to act shall execute and
deliver to such successor trustee all .conveyances and instruments
proper to evidence the vesting in the new trustee of the interest
and title of the retiring trustee in the trusts hereby created,
subject, however, to any .lien which the retiring trustee may have
pursuant to any provision hereof; and upon request in writing of
any successor trustee-, the Authority covenants. to make, execute,
acknowledge and deliver any and all deeds, conveyances,
assignments, or instruments in writing for the more fully and
certainly vesting in and confirming to such successor trustee all
such assets, property, rights, powers and trusts.
ARTICLE X.
Supplemental Aareements
Sec. 10.01. Without notice to or the cgromntime toytime
Bondholders, the Authority and the Trustee may, lemental hereto
and at any time, enter into such agreements supp
as shall nolementaloagreementslshallethereafter formlalparthereof
(which supp
hereof):
• (a) To cure any ambiguity or formal defect or
omission in this Agreement, or in any supplemental
agreement, which does not adversely affect the rights
of the Bondholders;
(b) to grant to or confer upon the Trustee, for
the benefit of the Bondholders, any additional
benefits, rights,~remedies, powers, authority or
security that may lawfully be granted to or conferred
upon the Bondholders or the Trustee, or to make any
change which in the.judgment of the Trustee, is not to
the prejudice of the Bondholders;
(c) to modify, amend or supplement this Agreement
to permit the qualification of the Bonds for sale under
the securities laws of the United States of America or
of any of the states of the United States of America or
to obtain or maintain bond insurance with respect to
payments of principal of and interest on the Bonds;
(d) to provide .for the refunding or advance
refunding of the Bonds in whole or in part;
(e) to procure or maintain a rating on the Bonds
from a nationally recognized securities rating agency
designated in such supplemental agreement, if such
. supplemental agreement will not adversely affect the
owners of the Bonds; and
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(f) any other purpose which in the judgment of the
Trustee does not adversely impact the interest of the
• Bondholders.
Sec.. 10.02. Subject to the terms and provisions
contained in'this section, and not otherwise, the holdnraggregate
less than sixty-six and two-thirds percent (66-2/3~)
principal amount of the Bonds then outstanding shall have the
right from time to time, anything contained in thisrogeethent to
the contrary notwithstanding, to consent to and .app
execution by the Authority and the .Trustee of such agreement or
agreements supplemental hereto as shall be deemed necessary or
desirable by the Authority for the purpose of modifyiagticular,
altering, amending, adding to or rescinding, in any p
any of the terms or provisions contained in this Agreement or in
any supplemental agreement; provided, however, that nothing
herein contained shall permit or be construed as permitting:
(a) an extension of the maturity of the principal
or interest on any Bond issued hereunder; or
(b) a reduction in the principal amount of any
Bond or the redemption premium or the rate of interest
thereon; or
(c) a preference or priority of any Bond or Bonds
over any other Bond or Bonds; or
i (d) a reduction
of the Bonds required
agreement.
in the.aggregate principalemental
for consent to such supp
Nothing herein contained, however, shall be construed as making
necessary the approval by the Bondholders of the execution of any
supplemental agreement or agreements as authorized in
Section 10.01 of this Article.
If at any time the Authority shall request the Trustee
to enter into any supplemental agreement for any of the purposes
of this section, the Trustee shall, at the expense of the
Authority, give notice by mail, postage prepaid, to all
registered owners of Bonds.. Such notice shall briefly set forth
the nature of the proposed supplemental agreement and shall state
that a copy thereof is on file at the office of the Trustee for
inspection by all Bondholders. The Trustee shall not, however,
be subject to any liability to any Bondholder by reason of its
failure to mail the notice required by this section, and any such
failure shall not affect the validity of such supplemental
agreement when consented to and approved as provided in this
section.
Whenever, at any time within one (1) year after mailing
of such notice, the Authority shall deliver to the Trustee an
instrument or instruments purporting to be executed by the
• holders of not less than sixty-six and two-thirds percent
(66-2/3~) in aggregate principal amount of the Bonds then
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outstanding, ..which instrument_or instruments shall refer to the
proposed supplemental agreement described in such notice and
• shall specifically consent to and approve the execution thereof
in substantially the form of the copy thereof referred to in such
notice as on file with the Trustee; thereupon, but not otherwise,
the Trustee may execute such supplemental agreement in
substantially such form, without liability or responsibility to
any holder of any Bond, whether or not such holder shall have
consented thereto.
If the holders of not less than sixty-six and two-thirds
percent (66-2/3~) in aggregate principal amount of the Bonds
outstanding at the time of the execution rovedctheuexecutionl
agreement shall have consented to and app
thereof as herein provided, no holder of any Bond shall have any
right to object to the execution of such supplemental agreement
or to object to any of the terms and provisions contained therein
or the operation thereof, or in any manner to question the
propriety of the execution thereof, or to enjoin or restrain the
Trustee or the Authority from executing the same, or from taking
any action pursuant to the provisions thereof.
Upon the execution of any supplemental agreement
pursuant to the provisions of this section, this Agreement shall
be, and shall be deemed, modified and amended in accordance
therewith, and the respective rights, duties and obligations
under this Agreement of the Authority, the Trustee, and all
holders of Bonds then outstanding shall thereafter be determined,
. exercised and enforced hereunder, subject in all-respects to such
modifications and .amendments.
Sec. 10.03. .The Trustee is authorized to join with the
Authority in the execution of any such supplemental agreement and
to make the further agreements and stipulations which may be
contained therein. Any supplemental agreement executed in
accordance with the provisions of this Article shall thereafter
form a part of this Agreement, and all the terms and conditions
contained in any such supplemental agreement as to any provision
authorized to be contained therein shall be, and shall be deemed
to be, part of the terms and conditions of this Agreement for any
and all purposes.
Sec. 10.04. The Trustee shall be entitled to receive,
and shall be fully protected in relying upon, the opinion of any
counsel approved by it who may be counsel for the Authority, as
conclusive evidence that any such proposed supplemental agreement
complies with the provisions of this Agreement, and that it is
proper for the Trustee, under the provisions of this Article, to
join in the execution of such supplemental agreement.
Sec. 10.05. Notwithstanding anything contained in the
foregoing provisions of this Agreement, the rights and
obligations of the Authority and of the holders of the Bonds, and
the terms and provisions of the Bonds and this Agreement, or any
supplemental agreement, may be modified or altered in any respect
with the consent of the Authority and the consent of the holders
of all the Bonds then outstanding.
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ARTICLE XI.
Miscellaneous Provisions
Sec. 11.01. Any covenant of the Authority set forth in
this Agreement may be waived or modified in whole or in part with
the written consent of the Authority and the Trustee without the
necessity of obtaining the consent of the Bondholders and without
the execut-ion and delivery of a supplemental agreement.
.Sec. 11.02. Any notice or demand which by any provision
of this Agreement is required or permitted to be given or served.
by the Trustee on the Authority shall be deemed to have been
sufficiently given or served for all purposes, by being
deposited, postage prepaid, in a United States Post Office letter
box, addressed (until another address is filed in writing by the
Authority with the Trustee for that purpose) as follows:
South Bend Redevelopment Authority
1200 County-City Building
227 West Jefferson. Blvd.
South Bend, Indiana 46601
Any notice or demand which by any provision of this
Agreement is required or permitted to be given or served by the
Authority on the Trustee shall be deemed to have been
sufficiently given or served for all purposes, by being
deposited, postage prepaid, in a United States Post Office letter
box, addressed (until another address is filed in writing by .the
Trustee with the Authority for that purpose) as follows:
First Interstate Bank of Northern.
Indiana, N.A.
112 West. Jefferson
P.O. Box 1512
South Bend, Indiana
Attention:
Boulevard
46634
Sec. 11.03. In any case where the date of maturity of
interest on or principal of the Bonds or the date fixed for
redemption of any Bonds shall be in the city of payment a
Saturday, Sunday or a legal holiday or a day on which banking
institutions are authorized by law to close, then payment of
interest or principal may be made on the succeeding business day
with the same force and effect as if made on the date of maturity
or the date fixed for redemption.
Sec. 11.04. This Agreement may be simultaneously
executed in several counterparts, each of which shall be an
original,. and .all of which shall constitute but one and the same
instrument.
Sec. 11.05. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be
implied from this Agreement or the Bonds is intended or shall be
construed to give to any person or company other than the parties
-41-
•
x
hereto and the Bondholders, any legal or equitable right, remedy
• or claim under or in respect to this Agreement, or any covenants,
conditions and provisions herein contained; this Agreement and
all of the covenants, conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of
the parties hereto and the owners of the Bonds as herein
provided.
Sec. 11.06. If any provisions of this Agreement shall
be held or deemed to be or shall, in fact, be illegal,
inoperative or unenforceable, the same shall not affect any other
provision or provisions herein contained or render the same
invalid, inoperative or unenforceable to any extent whatever.
Sec. 11.07. No member, officer or employee of the
Authority or of any department or board thereof, shall be
individually or personally liable for the payment of the..
principal of or interest or redemption premium on any Bond.
Nothing herein contained shall, however, relieve any such member,
officer or employee from the performance of any duty provided or
required by law.
Sec. 11.08. This Agreement-shall be construed and
enforced in accordance with the laws of the State of Indiana.
Sec. 11.09. The headings or titles of the several
Articles and Sections hereof, and. any table of contents. appended
to copies hereof, shall be solely for convenience of reference
. and shall not affect the meaning, construction,..interpretation or
effect of this Agreement.
Sec. 11.10. The provisions of this Agreement shall
constitute a contract. between the Authority and-the holders of
the Bonds, and after the issuance of any Bonds no change or
alteration of any kind in the provisions of this Agreement may be
made until all of the Bonds have been paid in full as to both
principal and interest, or provision for such payment has been
made in accordance with Article VIII hereof, except in accordance
with Article X hereof.
IN WITNESS WHEREOF, SOUTH BEND REDEVELOPMENT AUTHORITY
has caused its corporate name to be hereunto subscribed by the
President of its Board of Directors, and attested by the
Secretary-Treasurer of its Board of Directors, and First.
Interstate Bank of Northern Indiana, N.A., as Trustee, has
likewise caused these presents to be executed in said Trustee's
name and behalf by its and
and its corporate seal to be hereunto
affixed and attested by its , in token
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• ~-
~- •
of its acceptance of said trust, as of the day and year first
hereinabove written.
SOUTH BEND REDEVELOPMENT AUTHORITY
By
{Written Signature)
(Printed Signature)
President, Board of Directors
Attest:
(Written Signature)
(Printed Signature)
Secretary-Treasurer, Board
of Directors
FIRST INTERSTATE BANK OF NORTHERN
INDIANA, N.A.
i.
By
(Written Signature)
(Printed Signature)
Attest:
(Written Signature)
(Printed Signature)
STATE OF INDIANA )
)SS:
COUNTY OF )
Before me, the undersigned, a Notary Public in and for
said County and State, this day of 1988,.
personally appeared and
personally known to me to be the
President and Secretary-Treasurer, respectively, of the Board of
Directors of South Bend Redevelopment Authority, and acknowledged
-43-
,.. w
1~
the execution of the foregoing Agreement for and on behalf of
• said Authority.
WITNESS my hand and notarial seal.
(Seal)
(Written Signature)
(Printed Signature)
Notary Public
My commission expires
My county of residence.. is
STATE OF INDIANA )
)SSt
COUNTY OF )
Before me, the undersigned, a Notary Public in and for
,said County and State,.. this day of 1987,
personally, appeared and
personally known to me to be the
and , respectively, of
First Interstate Bank of Northern Indiana, N.A., and acknowledged
the execution of the foregoing Agreement for and on behalf of
said Bank.
WITNESS my hand and notarial seal.
(Written Signature).
`{
.,
(Seal)
My commission expires
My county of residence is
(Printed Signature)
Notary Public
This instrument prepared by
Thomas A. Pitman
BAKER & DANIELS
810 Fletcher Trust. Building
Indianapolis, Indiana 46204
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