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HomeMy WebLinkAbout1988-07-08 Resolution 10 RESOLUTION NO. 10 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY APPROVING AN OFFICIAL STATEMENT .RELATING TO THE- ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY TAXABLE LEASE RENTAL REVENUE BONDS (COVELESKI STADIUM PROJECT) AND AUTHORIZING DISTRIBUTION OF INFORMATION WHEREAS, the South Bend ..Redevelopment Authority (the "Authority") at a meeting on June 17, 1988, adopted Resolution No. 8 authorizing the issuance and sale of bonds to be known as the "South Bend Rede- velopment Authority Taxable Lease Rental Revenue Bonds (Coveleski Stadium Project)" (the "Bonds") pursuant to IC 36-7-14.5 et sea., in the aggregate principal sum of Five Million Six Hundred Eighty-Five Thousand Dollars ($5,685,000), the proceeds of which are to be used to finance the acquisition of a stadium facility known as the "Stan- ley Coveleski Regional Stadium", including the site thereof, and to pay the cost of issuance of the Bonds; and WHEREAS, an official statement relating to the issuance of the Bonds has been prepared by Springsted Incorporated, as financial advi- sors to the Authority, and presented to the Authority; • -NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT AUTHORITY AS FOLLOWS: 1. The official statement relating to the issuance of the Bonds is hereby approved in the form presented to the Authority at this meeting, including the Official Bid Form and Non-Collusion Affidavit, prepared by Springsted Incorporated and contained therein; Springsted Incorporated is hereby authorized and directed to cause to be distri- buted such statement, substantially in the form presented to this meeting, with such changes as are approved by the Authority's legal counsel as Springsted Incorporated might .recommend to describe ade- quately such bond issue and information related thereto, to all par-`° ties who in their judgment may be interested in bidding on such bond issue and to the successful bidder for the Bonds; and the Authority shall place a copy of such statement as presented to this meeting with the minutes of this meeting. 2. This resolution shall be in full force and effect from and. upon compliance with the procedures required by law. ADOPTED at a meeting_of the Authority held on July 8, 1988, in -1- ~J~f , 1RY the offices of the Authority, 1200 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. CITY OF SOUTH BEND REDEVELOPMENT AUTHORITY ~~ B y . ~~~~, Thomas J. arga Jr., President ATTEST: Chris Dave , Secretary. r~ U • -2- '^ ^ 7 ~, OFFICIAL STATEMENT DATED JULY la, 1988 Rating: Requested from Moody's • NEW ISSUE s~``VC~ Investors Service, Inc. Interest on Lhe Bonds is not excludgl~,e'f ram gFOSS income of the owners thereof for federal tax purpoes under Sectio ~03 of the Internal Revenue Code of k986,' as arnehded. In the opinion of Bond Counsel, interest on the Bonds is exe~rr~~~rom alI present Indiana taxes exce~pt~h2`Indiana`{jr,!h~~ritance tax. (See "State Tax Exemption" herein) ~~~~` y ~ ~,. ,`, o ~' ~ .. `. ~ ; J $5,685,000 ~~~~ ~~~' J`` ~` ~. `o ~`~QI~TH BEND, INDIANA, REDEVELOPMENT AUTHORITY ~d,~\t ~~' =-t~.~C~ ,~~; .,~~- ~J' (The "Authority") ~~. c„ O ~` ~~`'/~~ TAXABLE LEASE RENTAL REVENUE BONDS OF r~G'' ~ ~0~ boo ;Pr~~~ (COVELESKI ST ~keJIdUM PROJECT) 4~~~~© ~d (Unl~m ~ Bonds Dated: I st day of the month of original delivery of the bonds. IntersemOnnually, commenc ngdMaPchnl b19819 Anticipated: September I, 1988 The Bonds wil) mature serially on March I and September I in the amounts-and on the dates as follows: $225,000 3-1-89 $285,000 9-1-91 $340,000 9-I-93 $410,000 9-I-95 $240,000 9-I -89 295,000 3-I-92 355,000 3-I-94 $430,000 3-I-96 250, 000 3-1-90 3 10,000 9-I -92 375,000 9-I -94 50, 000 9-I -96 260 000 9-I-90 325,000 3-I-93 390,000 3-1-95 5475,000 3-I-97 285,000 9-I-91 Bonds are redeemable in advance of maturity, at the option of the Authority, on any date, in whole or in part (in authorized denominations) in inverse order of maturity and within a maturity by lot from any funds made available for that purpose. All prepayments shall beat a price of par and accrued interest. The Authority was created pursuant to I.C. 36-7-14.5 for the purpose of financing local public improvements, including the Parking Facility, for lease to the South Bend Redevelopment Commission, pursuant to a Lease Agreement dated June I, 1988. The Bonds will be secured by a Trust Agreement executed between the Authority and the Trustee, First Interstate Bonk of Northern fndiana, N. A., and will be issued pursuant to the terms and provisions of said Trust Agreement and the authorizing Bond Resolution. The Bonds do not constitute a corporate obligation or indebtedness of the City of South Bend for which the full faith and creditor taxing powers of the City are pledged. Funds for the payment of the lease rental will be generated by the Redevelopment District of the City of South Bend (the "District") having the same boundaries as the City, from unlimited ad valorem property taxes assessed throughout the District. Bids must be for -not less than $5,599,725 and accrued interest on the total principal amount of the Bonds, and must be accompanied by aNon-Collusion Affidavit and by a certified or cashier's check in the amount of $56,850, payable to the order of the Authority. The City will deposit the check of the Purchaser, the amount of which will be deducted at settlement. Bidders shall specify rates in integral multiples of 1 /8 or 1 /20 of I%, which rate or rates may not exceed 12% per annum. No rate for any maturity shall be lower than any prior rate. No debt service on any date may exceed $499,000. The Bonds will be issued in integral multiples of $5,000, as requested by the Purchaser, and will be fully registered as to principal and interest. Principal payments on the Bonds will be payable at the principal office of First Interstate Bank of Northern Indiana, N. A., as Trustee under the Trust Agreement. Interest payments on the Bonds will be paid 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 fifteenth day of the month immediately preceding the interest payment date. The Bonds will be delivered to the Purchaser within 45 days following the date of their award. Delivery of the Bonds is subject to an approving legal opinion of Baker & Daniels of Indianapolis, Indiana. DEADLINE FOR BIDDERS TO NOTIFY OF INTENT TO BID: On or before July 19, 1988 (Tuesday) at 10:00(5 a Notice of Inter~itrto Se ANTICPATED SALE DATE AND TIME: Time and Dote of Sale will be by notification, anticipated to be July 26, 1988 (Tuesday) at 120 Noon, Eastern Standard Time, at the off'~ce of the South Bend Redevelopment Authority 1200 Country-City Building, South Bend, Indima 46601 Further information may be obtained from SPRINGS TED Incorporated, Financial Advisor to the Issuer, 251 North Illinois Street, Suite 1510, Indianapolis, Indiana 462 04-1 942. (317) 237636. ~ ,; r ~ No dealer, broker, salesman or other person has been authorized by the Issuer to give any information or to make any representations with respect to the Obligations other than as contained in this Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the Issuer. Certain information contained herein has been obtained from sources other than records of the Issuer and is believed to be reliable, but is not guaranteed as to completeness and is not to be construed as a representation of the Issuer. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer since the date hereof. References in this Official Statement to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport. to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to .statements made herein. Where full texts have not been included as appendices hereto, they will be furnished on request. This Official Statement was prepared for the information of bidders for the Obligations at public sale being held. by the Issuer. Only the Arabic numbered pages and the Appendices of this Official Statement may be used or reproduced, in whole or in part, for distribution to investors. However, no assurance can be given and no representation is-made that no additional information is required when the Obligations are reoffered by the Underwriters to Investors or that this Official .Statement states ali facts which would be material to an investor purchasing Obligations from the Underwriters. ~ '` ~ tl SUMMARY OF SALE NOTICE (See Notice of Intent to Sell) $5,685,000 SOUTH BEND, INDIANA, REDEVELOPMENT AUTHORITY TAXABLE LEASE RENTAL REVENUE BONDS OF 1988 (COVELESKI STADIUM PROJECT) (Unlimited Tax) Issuer and Lessor: South Bend Redevelopment Authority. South Bend Redevelopment Commission. Lessee: First Interstate Bank of Northern Indiana, N. A. Trustee' The Authority will sell taxable lease rental revenue bonds to finance Purpose: the acquisition of the Stadium Facility and the .site, and related issuance costs, for lease to the South Bend Redevelopment Commission pursuant to the Lease Agreement. Bonds will be secured by a Trust Agreement and issued pursuant to Security: terms and provisions of the Trust Agreement- and the Bond l will be t a Resolution. Funds for the payment of the lease ren enerated by the South Bend Redevelopment District from unlimited g ad valorem property taxes assessed throughout the District. Sale Date• Within 24 hours of notice of sale given by telephone prior to September I, 1988. Anticipated Sale Date: Tuesday, July 26, 1988, Noon, Eastern Standard Time. Office of the South Bend Redevelopment Authority Place of Sale•_ 1200 County-City Building South Bend, Indiana 46601 Notice By Bidders of On or before 10.00 A M. (EST), July I9, I988. Intent to [aid: Interested bidders must furnish -n writing to the Authority c/o rth Illinois 251 N o Mr. Richard Treptow, Springsted Incorporated, . Indianapolis, Indiana 46204-1942, bidder's name, 1510 it S , e u Street, telephone number and telex number (optional). Bidders will address , be notified at least 24 hours prior to the date and time of the sale. Type of Bid: A Non-Collusion Affidavit and a sealed bid for not less than $5,599,725 and accrued interest on the total principal .amount of the Bonds shall be filed with the Secretary of the Authority prior to the time set for opening bids. (Bid Forms and aNon-Collusion Affidavit are included as part of the Official Statement.) Each bid must be accompanied by a certified or cashier's check in the amount of $56,850 made payable to "The South Bend Redevelopment Authority." No bid may be conditioned upon the award of any other ~- obligations of the Authority. ` ~ ~ , Bidders for the Bonds shall be required to name the rate or rates of interest which the bonds are to bear, not exceeding 12% per annum. No rate for any maturity shall be lower than any prior rate. No ~~' total payments of principal .and interest due on any date shall be in excess. of $499,000. Basis of Award: The Secretary of the Authority 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. Interest will be computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the MSRB. The Secretary shall have full right to reject any and all bids. In the event no acceptable bid is received at the sale, then the sale may be continued from day-to-day for a period not to exceed 30 days without readvertising. Dated Date: First day of the month in which Bonds are to be originally delivered. The anticipated dated date is September I, 1988. Settlement Date: The Bonds will be delivered within 45 days following the date of the award. At the time of delivery, the approving opinion of Baker & Daniels, bond counsel, of Indianapolis, Indiana, will be furnished to the successful bidder. Maturity: Bonds will mature serially on March I and September 1, beginning .March I, 1989 through March I, 1997. interest: Interest will be due semi-annually commencing March I, 1989. Early Redemption: Bonds are subject to early redemption on in whole or in part, in inverse order, on any date, at par plus accrued interest to the dote of redemption. T ti r x NOTICE OF INTENT TO SELL $5,685,000 SOUTH BEND REDEVELOPMENT AUTHORITY TAXABLE LEASE RENTAL REVENUE BONDS (COVELESKI STADIUM PROJECT) (Unlimited Tax) Upon not less than twenty-four (24) hours' notice given by telephone by or on behalf of the South Bend Redevelopment Authority (the "Authority") prior to September I, 1988, the Authority will receive in the office of the Authority, 1200 County-City Building, South Bend, Indiana, and consider, bids for the purchase of the lease rental revenue bonds of the Authority designated as 'South Bend Redevelopment Authority Taxable Lease Rental Revenue Bonds (Coveleski Stadium. Project)," in the aggregate principal amount of Five Million Six Hundred Eighty-Five Thousand Dollars ($5,685,000), bearing interest at a rate or rates not exceeding twelve percent (12%) per annum (the exact rate or rates to be determined by bidding), which interest shall be payable on March I, 1989, and semiannually thereafter on March I and September I of each. year. Said bonds will be issued in fully registered form in the denominations of $5,000 or an integral multiple thereof not exceeding the aggregate principal amount of bonds maturing in any year, will be originally dated as of the first day of the month in which they are to be originally delivered, will be numbered consecutively, and will mature serially on March I and September I in the years and amounts as follows: Year Amount 3 - I - 1989 $225, 000 9 - I - 198 9 240, 000 3 - I - 1990 250, 000 9 - I - 1990 260, 000 3 - I -1991 270, 000 9-I-1991 285,000 3 - I - 1992 2 95 , 000 9 - I - 1992 3 10, 000 3 - I - 1993 3'25, 000 9 -1- 1993 340, 000 3 -1- 1994 355, 000 9-1-1994 375,000 3 -1- 1995 390, 000 9 - I - 1995 410, 000 3 -1- 1996 43 0, 000 9-I-1996 450,000 3 - I - 1997 475, 000 Principal payments on the bonds will be payable at the principal office of First Interstate Bank of Northern Indiana, N. A., as Trustee under the Trust Agreement (defined below) (the "Trustee"). Payments of interest on the bonds will be paid 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 fifteenth day of the month immediately preceding the interest payment- date. The bonds will be registered as to principal and at the option of the Authority interest. The bonds may be redeemed prior to maturity , in whole or in part, in whole multiples of $5,000, in inverse order of maturity and by lot ~ ~ s• within maturities, on any date, from any monies made available for that purpose, at face value and without premium, plus accrued interest to the date fixed for redemption. The bonds may be transferred or exchanged at the principal office of the Trustee ~~' subject to the terms and conditions of the Trust Agreement to be dated as of the first day of June, 1988 (the "Trust Agreement"), pursuant to which the bonds are being issued. Any person interested in .submitting a bid for the bonds must furnish. in writing to the Authority c/o Mr. Richard Treptow, Springsted Incorporated, 251 North Illinois Street, Suite ISIO, Indianapolis, Indiana 46204-1942, on or before 10:00 a.m. (EST), July 19, 1988, the person's name, address and telephone number. The person may also furnish a telex number. The undersigned Secretary will cause each person so registered to be notified of the date and time bids will be received not less than 24 hours before the date and time of sale. The notification shall be made by telephone at the number furnished by such person grid also by telex if a telex number has been furnished. Each bid must be for all of said bonds and must state the rate or rates of interest therefor, not exceeding twelve percent (12%) per annum. All bids for bonds shall be sealed, marked "Bid for South Bend Redevelopment Authority Taxable Lease Rental Revenue Bonds (Coveleski Stadium Project)", 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 payment due on any date for the payment of principal and interest shall be in excess of $499,000. Bids specifying more than one interest rate shall also specify the 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. Although not a term of sale, i t is requested that each bid show the net dollar interest cost to final maturity and the net effective average interest rate on the entire issue. No conditional bid or bids for less than 98.5% of the par value of said bonds, plus accrued interest at the rate or rates named 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. Each bid must be accompanied by a certified or cashier's check in the amount of Fifty- Six Thousand Eight Hundred and Fifty Dollars ($56,850), drawn on a bank or trust company which is insured by the Federal Deposit Insurance Corporation and made payable to "The South Bend Redevelopment Authority," to be held as a guarantee of the good faith of the bidder. In the event the bidder to whom said bonds are awarded shall fail or refuse to comply with the provisions of the bid and this notice, said check and the proceeds thereof shall become the property of the Authority and shall be taken and considered as liquidated damages of said Authority. on account of such failure or refusal. The checks of unsuccessful bidders will be returned immediately following the award of the bonds. Each bid must be on the form approved by the Authority, without additions, alterations or erasures. Each bid must be accompanied by anon-collusion affidavit of the bidder on the form approved by the Authority to the effect that such bidder has not enteredinto ~c any combination, collusion or agreement with any other person relative to the interest rate or price to be bid by anyone, nor to prevent any person from bidding, nor to induce anyone to refrain from bidding, and that his bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. The successful bidder wil{ be required to make payment for the bonds in Federal Reserve or other immediately available funds and accept delivery of the bonds within five (5) days after being notified that the bonds are ready for delivery, at a bank designated by the Authority. Any premium bid and accrued interest must be paid at the time of delivery as a part of the purchase price for the bonds. The bonds will be ready for delivery within forty-five (45) days after the date on which the award is made, and if not deliverable within that period, the successful bidder shall be entitled to rescind the sale and his good faith deposit will be returned. Any notice of rescission must be in writing. It is anticipated that CUSIP identification numbers will be printed on the bonds, but neither the failure to print such numbers on any bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for the bonds. INTEREST ON THE BONDS IS NOT EXCLUDABLE FROM GROSS INCOME OF THE OWNERS THEREOF FOR FEDERAL TAX PURPOSES UNDER SECTION 103 OF THE INTERNAL. REVENUE CODE OF 1986, AS AMENDED. _ At the time of delivery of the bonds the approving opinion of Baker & Daniels, bond counsel, of Indianapolis, Indiana, as to the validity of .the bonds, together with a transcript. of bond proceedings, the printed bonds with such legal opinion printed thereon, and closing certificates in the customary form showing no litigation, will be furnished to the successful bidder at the expense of the Authority. In addition, unless bond counsel is able, on the date of delivery, to render an opinion to the effect that, under existing law the bonds, the interest thereon, the proceeds received by the holder from the sale of said bonds to the extent of the holder's cost of acquisition, or proceeds received upon redemption prior to maturity, or proceeds received at maturity, and the receipt of such interest and proceeds are all exempt from all present Indiana taxes, except the Indiana inheritance tax, the successful bidder shall have the right to rescind the sale, and in such event his good faith deposit will be returned. The Authority was organized, in compliance with IC 36 7-14.5, for the purpose of financing local public improvements, including .the stadium facility, for lease to the South Bend Redevelopment Commission (the "Commission"). All actions have been -taken in compliance with the provisions of IC 36 7-14 and IC 36 7-14.5. The bonds will be secured by the Trust Agreement, and the bonds will be issued pursuant to the terms and provisions of said Trust Agreement and a resolution of the Authority entitled "Resolution of the South Bend Redevelopment Authority Authorizing the Issuance of the South Bend Redevelopment Authority Lease Rental Revenue Bonds (Coveleski Stadium Project)" (the 'bond Resolution"). The property referred to in the Trust Agreement has been leased for a period of nine- and-one-half (9'h) years to the Commission at an annual rental of $1,000,000. The first semi-annual rental installment in the amount of Five Hundred Thousand Dollars ($500,000) shall be due on February 28, 1989. Thereafter, such rentals shall be payable in advance in semi-annual installments of Five Hundred Thousand Dollars ($500,000) on February 28 and August 28 of each year. The funds for the payment of the lease rental will be generated by the Redevelopemnt District of the City of South Bend from unlimited ad valorem property taxes assessed throughout said District. ~' After sale of the Bonds, the annual rental shall be reduced to an amount equal to two times the sum of the multiple of One Thousand Dollars ($1,000) next highest to the highest sum of principal and interest due on such bonds on any bond payment date plus One Thousand Dollars ($1,000), payable in equal semi-annual installments. All bidders shall be deemed to be advised as to the provisions of the above-mentioned Trust Agreement, Bond Resolution and lease and the provisions of the aforesaid .Indiana Code Title 36, Article 7, Chapters 14 and 14.5. The bonds consitute an indebtedness only of -the Authority, payable in accordance with the terms of the above-mentioned Trust Agreement and Bond Resolution and the provisions of the aforesaid Indiana Code.. The Authority has prepared an Official Statement relating to the bonds. A copy of the Official Statement may be obtained upon request by prospective bidders to Springsted Incorporated, 251 North Illinois Street, Suite 1510, Indianapolis, Indiana, 46204-1942, (317) 237-3636, financial advisor to the Authority. If bids are submitted by mail, they should be addressed to the Authority, attention of Chris Davey, Secretary, South Bend Redevelopment Authority, 1200 County-City Building, South .Bend, Indiana, 46601. Dated this 1st day of July, 1988 SOUTH BEND REDEVELOPMENT AUTHORITY By: Chris Davey, Secretary -iv- K S(~t-1EDULE OF BOND YEARS • $5,685,000 SOUTH BEND, INDIANA, REDEVELOP MENT AUTHORITY B ~~ EC E TA XA T) COVE(_ESKI S TADIUM PROJ (Unlimited Tai Cumulative Maturity Date Prince al Bond Years ----~-- Bond Years 1989 I .$225,000 112.50 112.50 , March 000 240 240.00 352.50 __ September I, 1989 , 000 250 375.00 727 . SO ____._ March 1, 1990 , 000 260 520.00 1247.50 September I, 1990 , 000 270 675 , 00 1, 922.50 March I, 1991 , 285 000 855.00 2,777.50 September I, 1991 ' 000 295 I , 032.50 3,.810.00 March I, 1992 , 000 310 1,240.00 5,050.00 ,_ September I, 1992 , 000 325 1,462.50 6 512.50 March I, 1993 1993 I b , 340,000 1,700.00 8 212, SO , er Septem 000 355 I , 952.50 10, 165.00 ______ March I, 1994 , 000 375 2,250.00 12,415.00 September I, 1994 , 000 390 2, 535.00 14, 950.00 March I, 1995 , 000 410 2,870.00 17,820.00 September 1, 1995 , 000 430 3, 225, 00 21 , 045.00 March 1, 1996 , 000 450 3,600.00 24,615.00 September I, 1996 , 000 475 4 037.50 28, 682.50 March i, 1997 , Average Maturity: 5.05 Years September I, 1988 Bonds Dated: Interest Due: March I, 1989 and each March I and September I to maturity. Semi-annually from March I, 1989 to March I, 1997 Principal Due:. inclusive. Optional Call: Bonds are callable on any date. -v- OFFICIAL STATEMENT $5,685,000 ~ SOUTH BEND, INDIANA, REDEVELOPMENT AUTHORITY TAXABLE LEASE RENTAL REVENUE BONDS OF !988 (COVELESKI STADIUM PROJECT) (Unlimited Tax) Introductory Statement This Official Statement contains information pertaining to the issuance of $5,685,000 Taxable Lease Rental Revenue Bonds of (988 (Coveleski Stadium Project) (the 'bonds or the "Issue") by the South Bend Redevelopment Authority (the "Authority") in accordance with I.C. 36 7-14.5-19, pursuant to the "Resolution of the South Bend Redevelopment Authority Authorizing the Issuance of the South Bend Redevelopment Authority .Lease Rental Revenue Bonds (Coveleski Stadium Project)" -(the "Bond Resolution"), and pursuant to the terms and conditions of the Trust Agreement. The Bonds are to be issued under and secured by a Trust Agreement dated as of June I, 1988 between the Authority and First Interstate Bank of Northern Indiana, N. A. (the "Trustee"). The Authority was created pursuant to l.C. 36 7-14.5 for the purpose of financing local public improvements, including the stadium facility, for lease to the South Bend Redevelopment Commission (the "Commission") pursuant to a Lease Agreement dated June I, 1988. The Authority will utilize a purchase option to acquire Stanley Coveleski Regional Stadium (the 'Stadium Facility" or the "Facility") including the Facility Site, from Security Pacific National Bank ("Security Pacific") which holds a Prior Lease to the Facility. The Bonds do not constitute a corporate obligation or indebtedness of the City of South Bend for which the full faith and credit or taxing powers of the City are pledged. However, funds for the payment of the lease rental will be generated by the Redevelopment District of the City of South Bend (the "District"), having the same boundaries as the City, from unlimited ad valorem property taxes assessed throughout the District. Purpose and Use of Bond Proceeds With the proceeds of the Issue, the Authority will utilize its option to purchase the Stadium Facility from Security Pacific which currently leases the Facility to the Board of Park Commissioner of the Park District of the City of South Bend (the "Park Board") through a Prior Lease, as amended. The Prior Lease, as amended, permits the Park Board to convey its option to purchase to any agency, board or commission of the City of South Bend. The Park Board has assigned its purchase option to the Authority, which, with this Issue, is exercising such purchase option. The Authority will lease the Facility to the Commission pursuant to the Lease Agreement. Components of the Issue are as follows: Lease Principal (9-1-88) Prepayment Penalty Estimated Costs of issuance Underwriters Discount Contingency Total Bond Issue $5,136,560.92 385,664.57 75,000,00 85,275.00 2.499.5( $5,685,000.00 The sum of $5,522,225.49 received from the sale of the Bonds by the Trustee shall then be applied on behalf of the Authority to the purchase price of the Facility. The balance of the proceeds will be used to finance the costs of issuance. •~' Security and Financing The Bonds are payable from lease rental payments of the Commission to the Authority as provided in the Lease Agreement and secured by the Trust Agreement. The Authority has no taxing power. The Trust Agreement creates a continuing pledge by the Authority to the bondholders to pay the. debt service on all Bonds, until the principal sum shall be fully paid, from Pledged Funds (as defined in the Trust Agreement) held in the F~ tosthe aTArust Agreements section flthis Off cial'Stateme ;e Trust Agreement. (Refe The Bonds do not constitute a corporate obligation of the City of South Bend for which the full faith and credit or taxing powers of the City are pledged. However, funds for the payment of the lease rental will be generated by the District, having the same boundaries as the City, from unlimited ad valorem property taxes assessed throughout the District. Authorization The Authority, a body corporate and politic, duly organized and existing under the provisions of I.C. 36 7-14.5, was created for the purpose of financing local public improvements for lease to the Commission. The Authority is comprised of three members appointed by the Mayor. Current members of the Authority are fisted below: Thomas J. Varga, Jr., President Joseph W. Wroblewski, Vice President Christopher Davey, Secretary/Treasurer On June 12, 1988, the Authority adopted the Bond Resolution (Resolution No. 8) authorizing the issuance of the Lease Rental Revenue Bonds to finance the acquisition of the Stadium Facility and related costs. The Lease Agreement executed June I, 1988 authorizes the lease of the Facility to the Commission and obligates the Commission to make lease rental payments to the Authority as well as pay all taxes, insurance and maintenance costs related to the Facility. The Trust Agreement, entered into on June I, 1988 between the Authority and the Trustee, provides the security to the bondholders by pledging to the repayment of the Bonds, sets up the Funds and Accounts, and pledges to the maintenance of insurance and payment of taxes and other charges related to the Facility. Resolution No. 849, known as the "Resolution of the South .Bend Redevelopment Commission Establishing Certain Funds and Accounts in Connection with the Lease Dated As of June 1, 1988, Between the South Bend Redevelopment Commission and the South Bend Redevelopment Authority Relating to the Stanley Coveleski Regional Stadium, and Other Related Matters" creates additional Funds and Accounts of the Commission for the lease rental payments. Summary of Selected Provisions of the Lease Agreement The Lease Agreement entered into on June I, 1988 between the Authority and the Commission sets forth the terms and provisions under which the Authority will lease the - .Stadium Facility to the Commission. The term of the Lease is 9'h years beginning on September I, 1988 and ending on March t, 1998. The term of the Lease may terminate -2- at the earlier of (a) the exercise of the purchase option .and .payment of option price, or (b) the payment or defeasance of all obligations of the Authority incurred to finance the Facility, to refund such obligations or refunding obligations, or to improve the Facility. ~~ During the term of the lease, the Commission agrees to pay rental for the Facility at the rate of $1,000,000 per year. The first rental installment in the amount of $500,000 will be due on February 28, 1989. Rentals in semiannual installments of $500,000 will be due on February 28 and August 28 of each year. After the sale of the Bonds, the annual rental will be reduced to an amount equal to two times the sum of the multiple of $(,000 next highest to the highest sum of principal and interest due on any bond payment date. plus $1,000, payable in equal semiannual installments. The Lease will be known as a Net Lease meaning the rent shall be absolutely net to the ..Authority and all other expenses in connection with the Facility shall be those of the Commission. The Commission shall be obligated to pay as its expenses, without reimbursement from the Authority, all casts of taxes and assessments, if any, and maintenance and use in connection with the Facility. The Commission, at its own expense, will carry insurance for physical loss or damage, and. insurance for public. liability and property damage. The Authority grants the Commission the right. and option, on any rental payment date, upon 30 days written notice, to purchase the Facility at a price that will enable the Authority to redeem all outstanding Bonds, all premiums payable at the time of redemption, and accrued and unpaid interest. At the end of the term of the Lease and the full discharge of all .obligations pertaining thereto, the Authority will convey title of the Facility to the Commission. For greater detail please refer to the actual Lease Agreement provided in Appendix C of this Official Statement. Summary of Selected Provisions of the Trust Agreement A Trust Agreement was executed on June I, 1988 between the Authority and First Interstate Bank of Northern Indiana, N. A., the Trustee, in which Agreement the Authority pledges and assigns the Lease and the Pledged Funds (as defined in Appendix D of this Official Statement) to the Trustee. The Trust Agreement creates a continuing pledge by the Authority to the bondholders to pay the debt service on all bonds from the Pledged Funds until the principal sum is fully paid. The Authority additionally pledges the lease rentals of the Stadium Facility and pledges to preserve good and indefeasible title to all such property. The Authority covenants to pay all lawful taxes, charges, and assessments levied upon the Facility .and to operate and maintain the. property in good repair, working order and condition. If the Authority fails to pay any tax assessment or other charge, the Trustee may pay such charges with interest thereon at the highest rate of interest on any of the Bonds when sold, which shall constitute an additional indebtedness of the Authority secured by the lien of the Trust Agreement prior and paramount to the lien of the Bonds. Per the Lease Agreement, the Commission is obligated to pay, as its expenses, all costs of taxes and assessments, and maintenance and use related to the Facility. The Authority covenants to carry insurance on the Facility equal to 100% of the full replacement cost of the Facility .and carry value insurance equal to the full rental value of the Facility for two years against physical loss or damage. if the Authority neglects ~_ to obtain such insurance, the Trustee may procure such insurance, adding on interest at the highest rate of interest on any of the Bonds when sold, which shall be repaid by the -3 - Authority upon demand and shall constitute an additional indebtedness of the Authority secured by the lien of the Trust Agreement, prior and paramount to the lien of the Bonds and interest thereon. However, the Trustee is not .obligated to procure such insurance unless fully indemnified against this expense and furnished with the means to incur such expenses. Per the Lease Agreement, the Commission is obligated to carry sufficient insurance to meet all the aforementioned requirements. The Authority covenants further that it will bring suit to mandate the Commission to levy a tax to pay the rental provided in the Lease Agreement if such rental is more than 60 days i n default. The Authority covenants to keep proper books of record and account which will be open to the Trustee and may be inspected by any accountants designated by the Trustee. The Trust Agreement further elaborates upon the covenants, requirements, and provisions summarized in this section of the Official Statement. The Trust Agreement contains additional covenants requirements, and provisions regarding the following: Maturities, Form, Issuance, Delivery and Registration of Bonds Redemption of Bonds Remedies in Case of Default Defeasance, Payment, Release Concerning the Trustee Supplemental Agreements Miscellaneous Provisions Excerpts from the Trust Agreement are found in Appendix D of this Official Statement. Persons interested in obtaining the full Trust Agreement may request a copy from: Parker & Jaicomo Attn: Richard L. Hill, Esq. First Bank Building 205 West Jefferson South Bend, Indiana 46601 (219) 234-4149 Funds and Accounts Per the Trust Agreement The Trust Agreement establishes the following funds and accounts. (This information is presented in summary form. For greater detail, please refer to Appendix D.) South Bend Redevelopment Authority Stadium Facility Sinking Fund. The Trustee shall deposit into the Sinking from each rental payment received an amount equal to the lesser of i) all of such rental payment received; or ii) an amount when added to the amount in the Sinking Fund equal to the sum of the unpaid interest on the Bonds due on, before, or within 30 days after the rental payment becomes due, and the unpaid principal on the Bonds due within 7 months from the date the rental payment becomes due. Any portion of a rental payment remaining after such deposit, shall be deposited in the Operation and Reserve Fund. The Trustee shall, from time to time, withdraw sufficient money from the Sinking Fund or other Funds to pay principal and interest on the Bonds when due. South Bend Redevelopment Authority Parking Garage Facility Operation and Reserve Fund. This fund is establ-shed to pay necessary -nc-dental expenses of the Authority Ze.g. audits, appraisals, and reports); to pay premiums, if any; and to contribute money to the Sinking Fund if it should ever be deficient. -4 _ South Bend Redevelopment Authority Stadium Facility Expense Fund. A portion of Bond proceeds will be set aside in the Expense Fund for the purpose of paying all costs related to the Issuance of the Bonds. Remaining funds, after payment of issuance costs, •' will- be transferred to the Sinking Fund. The Trustee shall invest all funds, or so much as is practicable in Qualified Securities as permitted by law. Whenever the amounts contained in the Funds are sufficient to redeem all outstanding Bonds, the Trustee shall apply the amounts in the Funds, except the. Rebate Fund, to ,the redemption of the Bonds. Funds and Accounts of the Commission Per Resolution No. 849 The Commission has established certain funds and accounts for the payment of the rentals owed by the Commission as set forth in Resolution No. 849, summarized as follows. (A copy of Resolution No. 849 is exhibited in Appendix E of this Official Statement). Redevelopment District Bond Fund.. This Fund will consist of a Principal and Interest Account and such other accounts as the Commission may establish. Parking Garage Principal and Interest Account. The Commission shall levy in 1988 a special tax upon all taxable property in the District in a total amount sufficient, together with all funds in the Stadium Principal and Interest Account deposited into such Account from any other sources during the previous 12 calendar months prior to August I, 1988, to pay all lease rental payments payable in the 18-month period beginning on January I, 1989. The Commission shall levy in each calendar. year beginning in 1989 a special tax upon all taxable property in the District in a total amount sufficient, together with all other funds in the Stadium Principal and Interest Account deposited into such Account from any other sources during the previous 12 calendar months prior to August I of such calendar year. Such taxes shall be deposited in the Stadium Principal and Interest Account and pledged for purposes set forth in the Resolution. Procedures for Property Assessment, Tax Levy and Collection, and Tax Abatements Real Property in the State is assessed each year as of March I. On or before August I each year, the County Auditor must submit to each underlying unit a statement of (i) the estimated assessed value of the unit as of March I of that year, and (ii) an estimate of the taxes to be distributed to the unit during the last six months of the current budget year. The estimated assessed value is based on abstracts delivered to the Auditor. by the Township Assessor or his designee on or before July 15. The estimated value is used when the Common Council meets to establish its budget for the next fiscal year (January I through December 31), and to set tax rates and levies. By statute, this must be done not later than the last Monday in Avgust. The .budget, tax levy and tax rate is subject to review and revision by the State Board of Tax Commissioners. On or before December 31, the County Auditor prepares and delivers the final abstract. The County Treasurer mails tax statements the following April. Property taxes are due and payable to the County Treasurer in two installments on May 10 and November 10. If an installment of taxes is not completely paid on or before the due date, a penalty of _ 10% of the amount delinquent is added to the amount due. On May 10 and November 10 of each year thereafter, an additional penalty equal to 10% of any taxes remaining -S - r s unpaid is added. The delinquency. Property delinquency. penalties are imposed only on the principal amount of the becomes subject to tax sale procedures after 15 months of Pursuant to State law, real property is valued for assessment purposes at its "true cash value" as defined in rules and regulations promulgated by the State Board of Tax Commissioners. "True cash value" does not mean fair market value. Current regulations define the true cash value, generally, as the reproduction value of property based on actual material and labor costs prevalent in the State of Indiana in 1975. The local assessor may subtract from the reproduction value, an amount for normal depreciation, as provided- in the regulations, as well as amounts far functional or economic obsolescence, as the assessor deems appropriate in accordance with the regulations. The "gross assessed value" is equal to 33-) /3% of the true cash value, as defined above. "Net assessed value" represents the gross assessed value less certain deductions for mortgages, veterans, the .aged, the blind, economic revitalization, and tax-exempt property. The net assessed value is the value used for taxing purposes. in the determination of tax rates. Indiana Code 6-I.I-21-5 provides that each year taxpayers will receive a credit for property tax replacement, known as the "property tax replacement credit" (PTRC), in the amount of twenty percent (20%) of their tax liability for taxes as defined under 1C 6-I.I-22-9 which are due and payable in May and November of that year. The credit is applied to each installment of taxes. However, the tax liability of a taxpayer does not include the amount of any property tax owed by the taxpayer attributable to certain specified components of the tax levy. Among the tax levy components not receiving the PTRC are the property taxes that will be used to pay for principal and interest due on debt entered into after December 31, 1983. The Indiana Code 6-I.I-12.1 provides a mechanism by which a governmental unit may authorize a property tax deduction for real property and for new manufacturing equipment within an economic revitalization area. The City of South Bend has chosen to use this tax abatement mechanism to encourage economic development in targeted areas. Most of the recent projects in the Allocation Area have received tax abatements. Ordinance Number 7661-86, amending Chapter 2, Article 6 of the City's Municipal Code dealing with tax abatement procedures, was passed by the Common Council on July 14, 1986, (effective upon passage). The Ordinance sets the standards and procedures by which petitions for tax abatements are considered by the Council and establishes eligibility criteria. Pursuant to State law, the Council may grant the tax abatement for real property for a period of (i) three, six or ten years, if the petition is filed after January 1, 1986, or (ii) ten years if filed after December 31, 1978 but before January I, 1986. The deduction is equal to the increase in assessed value resulting from the rehabilitation or redevelopment, multiplied by the percentages prescribed in the following table. • -6 - Year of 3-Year ~ 6-Year 10-Year Deduction Period Period Period (st 100% 100% 100°k 2nd 66 85 95 3rd 33 66 g0 4th 50 65 .5th 34 50 6th 17 40 7th 30 8th 20 9th 10 10th 5 Future Financing The Authority is concurrently issuing $4,575,000 Lease Rental Revenue Bonds for the purpose of acquiring. of constructing a Parking Facility to be leased to the Commission. The District is currently planning a general obligation issue of approximately $4 million to finance public improvements in the Studebaker Corridor area. This issue is expected to be sold within the next 12 months. The Board of Public Works of the City of South Bend is planning a general obligation issue of approximately $3 million to be sold within the next 12 months to finance improvements to the City's wastewater treatment plant. Rating An application for a rating of this Issue has been made to Moody's Investor's Service, Inc. ("Moody's"), 99 Church Street, New York, New York. If a rating is assigned, it will reflect only the opinion of Moody's. Any explanation of the significance of the rating may be obtained only from Moody's. There is no assurance that a rating, if assigned, will continue for any given period of time, or that such rating will not be revised or withdrawn, if in the .judgment of Moody's, circumstances so warrant. A revision or withdrawal of the rating may have an adverse effect on the market price of the Bonds. Litigation Neither the Authority nor the District are aware of any threatened or pending litigation affecting either the validity of the Issue or the ability of the Authority and the District to meet their f financial obligations. Legality The Bonds are subject to approval as to certain matters by Baker & Daniels, Indianapolis, Indiana, as Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined nor attempted to -7 - examine or verify, any of the financial or statistical statements, or data contained in this Official Statement, and will express no opinion with respect thereto. A legal opinion in substantially the form set out in Appendix A herein will be delivered at closing. The legal opinion will be printed on each bond. State Tax Exemption In the opinion of Baker & Daniels, Bond Counsel, interest on the Bonds is exempt from all present Indiana taxes except the Indiana inheritance tax. See Appendix A for the proposed form of Bond Counsel opinion. - INTEREST ON THE BONDS IS NOT EXCLUDABLE FROM GROSS INCOME OF THE OWNERS THEREOF FOR FEDERAL INCOME TAX PURPOSES UNDER SECTION .103 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. The .foregoing does not purport to be a comprehensive discussion of the tax consequences of owning the Bonds. Prospective owners of the Bonds should consult their own tax advisors with respect to the foregoing .and other tax consequences of owning the Bonds. Certification As of the date of the settlement of the Bonds, the Purchaser will be furnished with a Certificate signed by the appropriate officers of the Authority. The Certificate will state that as of the date of the Official Statement, it did not and does not as of the date of the Certificate contain any untrue statements of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of circumstances under which they were made, not misleading. STATISTICAL DATA THE DISTRICT: REDEVELOPMENT SPECIAL TAXING DISTRICT 1987 (Payable 1988) Taxable Assessed Valve: $434,054,735 The boundaries of the Redevelopment Special Taxing District are coterminous with the City of South Bend and, therefore, the taxable assessed value is the same for both- (see City of South Bend data). Indebtedness of the District Legal Debt Limit (2% of Taxable Assessed Value) $8, 68l , 095 Less: Outstanding Debt 600, 000 Net Debt Margin $8, 081 ,.095 ~- Direct General Obligation Debt of the District Principal • ~ Year of Original Final Outstanding Issue Amount Maturity As of 7-2-88 1972 $3, 800, 000 Principal payable each Jan. I 1991 $600, 000 Interest payable Jan. I .and July Revenue Debt of the District (Not Supported By Taxes) Year of Original Final Principal Outstanding lslue Amount Type of Issue Maturity As of 7-2-88 1985 $4, 200, 000 Tax Increment Revenue Bonds 2003 $4 200 000 1986 $ I , 750, 000 Tax Increment Revenue Bonds 2004 , , $ I 750 000 1988 $ I , 800, 000 Tax Increment Revenue Bonds 2005 , , $I , 800, 000 Lease Rental Revenue Debt (Supported by Taxes and Other Revenues) Date of Original Final Principal Issue Amount Purpose of Issue Maturity Outstanding 8-I-88 $4,575,000 Parking Facility Construction 2009 $4 575 000 9 - I -88 $5, 685, 000 Stadium Faci I i ty Acquisition 1997 , , $5 685 000 > > THE CITY OF SOUTH BEND Although the Bonds do not pledge the full faith and credit of the City, the Bonds do constitute an obligation of the Redevelopment Special Taxing District, the boundaries of which are coterminous with the City; and therefore, the following is presented for informational purposes. General Characteristics Location: Wholly within St. Joseph County in northwestern Indiana, approximately 100 miles east of Chicago, Illinois. Area: 36.4 square miles .Population City of South Bend 1986 107,190 1984 107,117 1980 109,727 1970 125,580. St. Joseph County 241,400 240,623 241,617 244,827 Source -9 - Census Bureau Estimate Census Bureau Estimate 1980 Federal Census 1970 Federal Census Trend of Assessed Values ~~' Assessment Year March I 1987 1986 1.985 1984 1983 1982 198 I 1980 Net Assessed Value* :~ 434,054,735 429,698,477 433,033,280 407,023,834 417,959,626 419,048,640 416,110,969 406,763,605 * The assessed values shown are net figures after subracttng the valuation of the City's Urban Enterprise Zone and abated valuations. The assessed value of personas property to the Urban Enterprise Zone totals $24,437,827 for 1987, and $23,940,420 for 1986. This valuation is removed from the tax rolls for a period of ten years beginning March 1, 1984. The Urban Enterprise Zone is part of a State program which offers various State tax credits for businesses in targeted areas. Abatement of real and personal property valuation reduces the taxable valuation of property by decreasing amounts over a term of up to ten years in accordance with State law and local ordinance. The total abated valuation (not included in the net assessed value figure above) for reai and personas property in 1986 was $19,595,830. The total abated valuation for 1987 is not yet availabie. The net assessed values for 1984 through 1987 do not include tax incrementai assessed valuation. -i 0- Ten of the Largest Taxpayers in the City Taxpayer Product/Service Allied/Bendix Corporation Indiana Bell Telephone A.M. General & Amland Corp. Indiana Michigan Power Company Now Energy Company Northern Indiana Public Service Co. Scottsdale Mall Ameritech Marriott AT&T Total Airplane & Auto Parts Communications Military Trucks Electric Utility Ethanol Plant Gas Utility Retail Communications Hotel Communications Represents 16.46% of the City's total taxable assessed value. Direct General Obligation Debt of the City As of July 2, 1988: $1,775.,000 Lease-Purchase As of July 2, 1988: $5,296,744*- * To be refunded with proceeds of this Issue. Leases (As of December 3 !, 1987) Payable from Enterprise funds: Solid Waste Equipment Sale-Leaseback of Off-Street Parking Facilities Water Utility Total Payable from Enterprise Funds Payable from Governmental Funds: Police Dept. East Sub Station County-City Building Century Center Civic Center .Fire, Polics, EMS, CAD Departments Computer Fire Truck Land Contract (Museum) Master Equipment Lease Total Payable from Governmental Funds TOTAL LEASE OBLIGATIONS 1987 Assessed Value $20,316,310 11,180,650 7,385,200 7,001,510 6,921,840 5,083,170 3,780,520 3, 624, 560 3,306,790 2,844,330 $71,444,880 $ 340, 000 4,041,242 31,239 $ 4,412,481 $ 33, 719 203,834 6,840,000 833,335 63,636 512,486 5,~2, 573, I I 0 $11,060,120 15 472 601 3 Indirect General Obligation Debt ' Total Principal Debt Applicable To _ Outstanding Valuation in City I /2/88 Percent Amount St. Joseph County $6, 075, 000 44..3 $2, 691., 225 South Bend Community School Corp. 7, 708, 262 54.2 4, 177, 878 South Bend Public Library Leasing Corp. 2, 925, 000* 52.6 I , 538,550 St. Joseph County Airport Authority 3, 150, 000 44.3 I , 395 , 450 Total $9,803,103 * Refunding Issue Tax Rates In South Bend -Portage (Per $ 100 of Assessed Value) 1987 /88 Debt 1983/84 1984/85 1985/86 1986/87 Total . Only State of Indiana .0100 .0100 .0100 .0100 .0100 -0- St. Joseph County 2.4170 2.4312 2.4156 2.3639 2.3304 .0981 Portage Township .1029 .1645 .1550 .5627 .7180 .6448 South Bend School Corp. 4.8780 4.7036 5.0269 5.2825. 5.8177 .1897 Library District .4264 .4295 .4644 .4952 .5169 .0585 ity of South Bend 5.5383 5.9464 5.9002 5.9662 6.2689 .3773 ransportation .3353 .3687 .4271 .3976 .4223 .0707 Total 12.4317 13.7079 14.3992 15.0781 16.0842 1 .4391 1987 and 1988 Tax Levies By Fund 1987 Levy Amount of Levy Amount Received General Fund $ 18, 908, 855 $ 19, 112, 755 Park 3,086,218 3,1!9,480 Park Bond Fund 789,935 798,453 Other 2,715615 2,747.079 Total .$25,500,623 $25,777,767 (101%) 1988 Levy General Fund Park Park Bond Fund -Other Total Amount of Lev $19,674,117 3,258,359 1,392,119 2,507.774 $26,832,369 -I 2- City Tax Levies and Collections f~ Levy/Collect Amount of Lev Percent Collected 1987 /88 1986/87 1985 /86 1984 /85 1983184 1982 /83 198 I /82 -, $26,832,369 25,500,623 24,524,300 24,246,149 23,147,657 22,090,568 20,944,113 GENERAL INFORMATION In Process 101% 96% 98% 100% 99.5% 97% South Bend is located in northern Indiana approximately 100 miles east of Chicago and 140 miles north of Indianapolis. Interstate Highway I-90 is one mile. from the City. The City is experiencing new growth. and diversification of its economic base after a period of decline in heavy manufacturing. Population Trends The 1986 Census estimate for the City of South Bend is 107, 190, a net increase of 73 persons over the 1984 Census estimate of 107,117. This is a positive sign for the City, after having experienced significant losses of population during the previous two decades and again during the 1982 recession. Furthermore, local sources in touch with the new development and employment data believe that the previous trend has been reversed and are projecting the St. Joseph County population to be 242,000 by 1990, a net increase of approximately 380 persons over the 1980 census figure and an increase of 2,400 persons over the 1982 census estimate. Economy The City's economy is based on a mix of commercial-industrial concerns, educational and medical institutions, government, and convention/tourism business. No single type of industry dominates. The many new business developments that occurred in 1987 also indicate a trend toward international business development. A sampling of new developments is listed below, followed by a list of major employers in the City. Additional employment opportunities may be found in the adjacent City of Mishawaka and the City of Elkhart, 20 miles from South Bend. The South Bend-Mishawaka Area Chamber of Commerce recently honored its member companies for having created 2,907 jobs and adding $I 11.6 million in capital investments over the past IS months. I/N TEK - a $400 million, ultra-modern cold-rolling steel mill will be built as a joint venture by companies in the U.S. and Japan. The facility is expected to be completed by 1989 and employ 230 permanent workers. AE INC. - a subsidiary of a British company, has built a $3 million 110,000 square foot high-tech piston plant to supply the American automotive market. AE Inc. installed $I2 million in new equipment and plans to employ 75 people. AMERITECH SERVICES, 1NC. -completed its first year in their new $16 million, 275,000 square foot distribution center. The facility serves as the central warehouse for Bell Telephone companies in five states and there are currently 200 employees. -13- In addition to many new industrial developments, the South Bend area added a variety of other new developments such as health care facilities, shopping centers, hotels and •' condominiums, and office buildings for its growing service sector. The City of South Bend is part of a retail trade area with an estimated population of 792,000 known as the Michiana Region. Retail sales and effective buying income are shown in a table on page 18 of this Official Statement. The University of Notre Dame, although located. just outside the City, has a significant impact on the economy and character of the City. The University Director of Community Relations recently reported that the day-to-day operating costs of the University translate into an estimated $I .million-a-day contribution to the Michiana community. The total economic impact of the University on the community is estimated to be $435 million a year. Convention trade and tourism comprise a growing sector of the South Bend area economy. A 1983 statewide survey ranked St. Joseph County second in .travel expenditures with $124 million taken in by local business (the study excluded Indianapolis/Marion County). The study showed the County had a $27 million travel- generated payroll and 3,300 jobs in 1983. The City anticipates additional tourism- related revenues from the Olympic-class East Race Waterway, the new Stanley Coyeleski Regional Stadium, and Special Olympics, which the City co-hosted with the University of Notre Dame in 1987. South Bend offers a variety of hotel and convention facilities. Century Center, the City's convention center, opened in the downtown area in 1977. The center contains meeting rooms, a museum, visual arts gallery, and a 700- seat theater. In 1986, the South Bend area hosted 101 conventions with 143,724 delegates representing an economic impact in excess of $29 million. Total lodging tax receipts generated from the County-wide S% tax on hotel/motel beds, were $924,000, a 9% increase over 1985. Tax receipts generated in 1984 and 1983 were $797,844 and $634,177, respectively. Major Employers in South Bend Commercial/Industrial Approximate Employer Product/Service Employment Allied Signal, Inc. Airplane & Auto Parts 2,800 AM General Corp. (South Bend) Military & Postal Trucks 2, 175 Allied Products Corp. Metal Stampings 783 1st Source Bank Financial Services 672 Martin's Super Markets Retail -Food 639 RACO, lnc. Electrical Switches & Boxes 626 Koontz Wagner Electric Co., Inc._ 500 Indiana Bell Telephone Telephone Services 475 The Kroger Company Retail -Food 473 L.S. Ayres & Co. Retail -Department Store 450 -14- Public and Non:commercial ~'. Employer Product/Service Approximate Employment University of Notre Dame- Education 3,500 South Bend Community School Corporation Education 2, 300 -Memorial Hospital of South Bend Medical Care 2, 086 St. Joseph's Care Group, Inc. Medical Care 1 , 700 City of South Bend Government I , 500 St. Joseph Medical Center Medical Care 1,266 St. Joseph County Government I , 100 U.S. Post Office (Regional) Mail Service 6I S Indiana University at South Bend Education 485 St. Mary's College Education 436 * Located outside the City, in Notre Dame, Indiana. Source: South Bend -Mishawaka Area Chamber. of Commerce. Labor Force Data Labor Force and Nonagricultural Establishment Employment* Manufacturing: Durables Nondurables Non-manufacturing: Contract Construction Transportation, Communi- cation & Utilities Trade-Wholesale Trade-.Retail Finance, Insurance & Real Estate Services Government Total Annual Avera e Payroll Employment in thousands) 1982 1983 1984 1985 1986 1987 21.1 15.9 8.1 7.0 3.8 3.4 4.8 4.2 6.7 6.1 19.6 18.7 17.0 16.6 8.0 7.9 4.2 4.3 4.3 4.4 6.4 6.7 20.1 20.4 16.5 16.1 7.2 7.8 4.6 5.0 4.7 4.9 6.7 7.1 21.1 22.3 5.1 26.0 12.2 107.4 4.7 24.9 10.3 95.2 4.9 26.3 10.3 101 .5 5.1 27.6 10.7 .103.7 5.6 29.0 II.0 106.4 6.2 30.5 I I .2 Ill.l Total Labor Force (in Thousands) 1982 1983 1984 1985 1986 1987 Total in Labor Force 141 .0 118.8 118.7 125.2 126.0 127.3 Employed 127.0 108.0 110.1 116.6 118.6 120.2 Unemployed 14.0 10.8 8.6 8.6 7.4 7.1 Unemployment Rate (%) 9.9 9. I 7.3 6.9 5.9 5.6 * 1981-1982 South Bend SMSA (St. Joseph & Marshals Counties) 1983- South Bend MSA (St. Joseph County Only) • Source: Indiana Department of Employment and Training .Services in cooperation with _ .the Bureau of Labor Statistics, U.S. Department of Labor, provided by the South Bend-Mishawaka Area Chamber of Commerce. -15- Retail Sales and Effective Buying Income (City of South Bend Only) ~,, Total Effective Buying Median Median Retail Sales Income (EBI) Household Age (I 000) (I 000) EB 1 1986 33.3 $ 833,217 $1,217,545 $21,607 1985 33.0 808,100 I,t61,344 21,085 1984 32.8 759,605 1,071,426 22,442 1983 32.6 704,783 994,295 21,23.1 1982 32.4 678,892 925,399 19,384 1981 32.1 623,801 1,032,793 22,312 1980 32.4 558,014 934,803 20,199 Source: "Survey of Buying Power," Sales & Marketing Management, Annual Editions, 1980-1987. Building Permits .Total Permits Number Value New Residential Permits (Including Apartment Buildings) Number Value 1987(to II-30) 1,970 $42,972,268 18 $7,737,672 1986 1,661 61,291,112 15 7,948,700 1985 1,954 63,011,520 27 3,694,000 1984 1,653 38,101,370 20 4,923,806 1983 1,503 50,721,450 26 4,256,784 1982 1,486 25,667,709 29 4,814,000 1981 1,516 19,460,393 40 3,859,200 Medical Facilities There are three general acute care hospitals in the City, the- two largest of which are located in the downtown area. Memorial Hospital of South Bend has 526 beds; St. Joseph Medical Center has 411 beds; Michiana Community Hospital (formerly South Bend Osteopathic Hospital) has 107 beds. The hospitals offer a wide variety of medical specialities and have the entire Michiana Region as their primary service area. There are 13 nursing homes in the South Bend/Mishawaka area. Other special health facilities include Healthwin Hospital, four urgent care centers, and Northern Indiana State Hospital and Medical Foundation. Transportation In addition to its location near Interstate Highway I-90, U.S. Highways 20, 31 and 33 go .through the City, as do State Highways 2, 23, 123 and. 331. Six rail lines and nearly 50 trucking lines serve the City and surrounding area. Four bus companies provide inter- city transport in the area, while Transpo, the municipal bus line, provides service within the area. Chicago's O'Hare Airport is approximately 100 miles from the City. Regional airports in South Bend and Elkhart provide chartered and commuter services. -16- Education The South Bend Community School Corporation serves all of the City and some of the surrounding area, and has a current enrollment of approximately 21,000 students in grades kindergarten through high school. An estimated 5,975 students attend private or parochial schools within the City. In addition, there are two special education schools -with a total enrollment of 885 students. The University of Notre Dame, founded in 1842, offers 44 majors within four colleges. in undergraduate studies, as well as 22 doctoral and 30 master's degree programs in and among 27 University departments. Among the University's 1987 freshman class, 35% ranked as one of the top five students in their high school graduating class, 75% ranked in the top 10%, and 92% ranked in the top.20%. The University has an enrollment of approximatley 6,900 undergraduates, 3,000 graduate ..students, and 800 professional studies students. Post-graduate and higher education institutions located within the City of South Bend include Indiana University at South Bend with an enrollment of 5,500, which offers graduate and undergraduate programs through both daytime and evening classes, and Indiana Vocational Technical College with an enrollment of 2,500 students. Other higher education institutions located in close proximity include St. Mary's College, Bethel College, Holy Cross Jr. College, and Michiana Business College. City .Government The City has aMayor-Council form of government, with the Mayor and nine r'ommon Council members elected to concurrent four-year terms of office. The following members make up the City's governing body; terms of office expire December 31, 1991. Joseph E. Kernan, Mayor .Sean Colemen Donald E. Niezgodski Linus K. Slavinskas Loretta Duda Ann B. Puzzello John Voorde Stephen Luecke William Soderberg Thomas Zakrzewski The Mayor is the City's chief executive officer. Other key administrative positions include: Ms. S. Katherine Humphreys, City Controller; Mr. Richard Nussbaum II, City Attorney; Ms. Irene Gammon, City Clerk; Mr. Joseph Doran, City Treasurer. Municipal services include police and fire protection, code enforcement, garbage collection, storm sewer, sanitary sewer and water utilities, street maintenance, and economic development. Annual Audited Financial Statements The City is audited annually by the Indiana State Board of Accounts. Financial Statements presented in Appendix G of this Official Statement are extracted from the annual audit reports for fiscal years ended December 31, 1986, 1985, and 1984. -17- APPENDIX A ~, [STADIUM OPINION] 1988 Re: South Bend Redevelopment Authority. Taxable Lease Rental Revenue Bonds _ (Coveleski Stadium Proiect~ Gentlemen: We have acted as bond counsel in connection with the issuance by the South Bend Redevelopment Authority (the "Issuer") of Five Million Six Hundred Eighty-five Thousand Dollars ($5,685,000) aggregate principal amount of South Bend Redevelopment Authority Taxable Lease Rental Revenue Bonds (Coveleski Stadium Project) originally dated 1, 1988 (the "Bonds"), pursuant to a Trust Agreement (the "Trust Agreement") between the Issuer and First Interstate Bank of Northern Indiana., N.A., as Trustee (the "Trustee"), dated as of June 1, 1988. We have examined a certified transcript of proceedings and such other certificates and documents and have reviewed such other proceedings and such questions of law as we have deemed necessary as a basis for this opinion. It is understood that the rights of the holders of the Bonds and the enforceability of the Bonds and the Trust Agreement, as well as the rights of the Issuer and the Trustee .and the enforceability of the Lease between the Issuer, as lessor, and the South Bend Redevelopment Commission (the "Commission"), as lessee, dated as_of June 1, 1988, may be subject to bankruptcy, insolvency, reorganization, rearrangement, receivership, moratorium and other laws and matters of public policy affecting creditors'. rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion and general principles of equity in appropriate cases. -2- 1988 As to questions of fact material to our opinion, we have relied, without undertaking to verify the same by independent investigation, upon representations of the Issuer and .public officials contained in the Trust Agreement and in the certified. transcript of proceedings and other certificates furnished to ws. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of .any offering materials relating to the Bonds, and we express no opinion relating thereto. Based on the foregoing, we are of the opinion, under existing law, as follows: 1. The Issuer is duly created and validly existing as a separate body corporate and politic and as an instrumentality of the City of South Bend, Indiana, with the power to enter into the Trust Agreement and the Lease, perform the agreements on its part contained therein and issue the Bonds. 2. The Lease has been duly entered into in accordance with the provisions of Indiana Code 36-7-14 (the "Act") and is a valid and binding Lease. All taxable property in the City of South Bend Redevelopment District (the "District") is subject to ad valorem taxation without limitation as to rate or amount to _;: pay the lease rental. The District is required by the Act and the Lease annually to levy and appropriate an amount sufficient to pay the lease rentals. 3. The Issuer has duly authorized, sold, executed and delivered the .Bonds and has duly authorized and executed the Trust Agreement... The Bonds are the valid and binding. obligations of the Issuer secured by the Trust Agreement and payable solely from the Pledged Funds, as such term is defined in the Trust Agreement, subject to the qualification that the enforcement of certain rights and remedies provided in the Trust Agreement may be limited by the laws of the State of Indiana, but such laws of the State of Indiana do not prevent the practical realization of the benefits or the security provided by the Trust Agreement. 4. The Bonds and the interest thereon are exempt from all present Indiana taxes, except the Indiana .inheritance tax. Yours very truly, APPENDIX B ~, RESOLUTION NO. 8 RESOLUTION OF THE SOUTH BEND i ': REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTt~ BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS (COVELESKI STADIUM 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 $5,685,000 pursuant to I.C. 36-7-14..5-19 to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Bonds (Coveleski Stadium Project)" (the "Bonds"), the proceeds of which are to be used to finance the acquisition of a stadium facility known as the "Stanley Coveleski Regional Stadium" (the "Facility"}, including the site thereof, 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 of 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 Bonds to finance the acquisition of the Facility, including the site thereof; ~' NOW, THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment Authority as follows: Section 1. In order to pay and finance the costs of acquisition of the Facility, including the site thereof, anal 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 se ., the Bonds in the aggregate principal sum of Five Million Six Hundred Eighty-five Thousand Dollars ($5,685,000). If interest on the Bonds is not excludable from gross income for federal income tax purposes, then the Bonds shall be designated as taxable in their title. Section 2. The Bonds shall bear interest at a rate not .exceeding 12o per annum and shall mature serially on the dates and in the amounts as follows: Date Amount Date Amount 3-1-1989. $225,000 9-1-1993 $340,000 9-1-1989 240,000 3-1-1994 355,000 3-1-1990 250,000 9-1-1994 ~ 375,000 9-1-1990 260,000 3-1-1995 390,000 3-1-1991 270,000 9-1-1995 410,000 9-1-1991 285,000 3-1-1996 430,000 3-1-1992 295,000 9-1-1996 450,000 9-1-1992 310,000 3-1-1997 475,000 3-1-1993 325,000 Section 3. The Bonds 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 from any moneys made available for that purpose, at face value and without premium, plus accrued interest to the date fixed for redemption. Section 4. Said Bonds shall be issued in accordance with and shall be secured by a trust agreement substantially in -2- 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 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, address and telephone number must be furnished, which must not be less than seven days after the last publication of the notice. -3- s, 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 payment due on any date for the payment of principal and interest shall exceed $499,000. 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 alI 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 98.5 of the par value of said Bonds, including accrued interest at the rate or rates named to the date of delivery, will be considered. The Secretary shall have full right to reject any and all bids. In the 'event no -4- • acceptable bid is received at the time fixed for the sale of the 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 acquisition of the Facility, including the site thereof, by issuing Bonds in an aggregate principal amount which is less than $5,685,000, 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. 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 -5- ~ A contemplated by this Resolution, in such forms as the President, ~~ Viee 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 ~~ `~~ day of '~i~:~~~-'= , 1988 SOUTH BEND REDEVELOPMENT AUTHORITY ~~~ :~ , .~ ~ .~ • -6- ,. ~,. LEASE Between SOUTH BEND REDEVELOPMENT AUTHORITY and SOUTH BEND REDEVELOPMENT COMMISSION Dated as of June 1, 1988 (Stadium Facility) APPENDIX C I N D E X Section 1. Definitions Section 2. Lease of Facility Section 3. Rental Payments Section 4. Rental Payment Dates Section 5. Abatement of Rent Section 6. Net Lease Section 7. Nonliability of Authority Section 8. Alteration and Repairs Section 9. Insurance Section 10. Use of Insurance and Condemnation Proceeds Section 11. Liability Insurance Section 12. General Insurance Provisions Section 13. General Covenants Section 14. Option to Purchase Section 15. Utility Service Section 16. Defaults Section 17. Notices Section 18. Construction of Covenants Section 19. Successors or Assigns Exhibit A Real Estate Description Exhibit B Permitted Encumbrances Page 1 2 2 3 3 3 4 4 4 5 5 5 6 6 7 7 7 7 8 • ,+ L E A S E This Lease entered into as of the first day of June, 1988 between SOUTH BEND REDEVELOPMENT AUTHORITY, a body corporate and politic organized and existing under Indiana Code 36-7-14.5 (the "Authority") and SOUTH BEND REDEVELOPMENT COMMISSION (the "Lessee"). WTTNESSETH: Section 1. Definitions. The terms defined in this Section 1 shall for all purposes of this Lease have the meanings herein specified unless the context otherwise requires. "Act" means Indiana Code 36-7-14.5, as the same from time to time may be amended or supplemented. "Authority" means the South Bend Redevelopment Authority, a body corporate and politic organized and existing under the Act. "Bonds" means South Bend Redevelopment Authority Lease Rental Revenue Bonds (Stadium Facility Project). "Facility" means the real estate in South Bend, Indiana described in .Exhibit A hereto and the stadium thereon more commonly known as the Stanley Coveleski Regional Stadium. "Lease" means this Lease as the same may be amended, modified or supplemented by any amendments or modifications hereof and supplements hereto entered into in accordance with the provisions hereof. "Lessee" 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. "Lease Resolution" means the resolution of the Authority passed on June 17, 1988, establishing funds for the payment of Lease rentals., "Permitted .Encumbrances" means those items listed in Exhibit B hereto and any future (a) liens for taxes not then delinquent, (b) this Lease and the Trust Agreement, leases, subleases and other agreements permitted pursuant to Section 13 _ hereof, (c) utility, access and other easements and rights-of- way, restrictions and exceptions that the Lessee certifies will not interfere with or impair the Facility, (d) any mechanics', laborers', materialmen's, suppliers' or vendors' lien or right in respect thereof if payment is not yet due and payable and (e) such minor defects,. irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect. to property similar in character to the Facility and as do not, in the opinion of counsel satisfactory to Trustee, materially impair the Authority's title or Lessee's use of the Facility. "Redevelopment District Bond Fund" means the Redevelopment District Bond Fund of Lessee. "Stadium Principal and Interest Account" means the account by ~- that name created in the Redevelopment District Bond Fund by the Lease Resolution. "Trust Agreement" means the Trust Agreement dated as of June 1, 1988 between the Authority and the Trustee, securing the Bonds. "Trustee" means First Interstate Bank of Northern Indiana, N.A., Sauth Bend, Indiana, as Trustee pursuant to the Trust Agreement, and any successor trustee. Any term not defined herein,. which is defined in the Lease Resolution or in the Trust Agreement, shall have the meaning as defined in such resolution or agreement. Section 2. Lease of Facility. In consideration of the rentals and other terms and conditions herein specified the Authority does hereby lease, demise and let. to the Lessee the Facility: TO HAVE AND TO HOLD the same with all rights, privileges, easements and appurtenances thereunto belonging unto the Lessee for a term of nine and one-half (9-1/2) years beginning on September 1, 1988, being the date of the acquisition of the Facility by the Authority, and ending on March 1, 1998 However, the term. of this Lease shall terminate at the earlier of (a) the exercise of the: option to purchase by Lessee and .payment of the option price, or (b) the payment or defeasance of all obligations of Lessor incurred (i) to finance the cost of the leased property, (ii) to refund such obligations, (iii) to refund such refunding obligations, or (iv) to improve the leased property. The Authority hereby represents that it is possessed of, or will acquire, a good and indefeasible estate in fee simple subject only to Permitted Encumbrances, to the above-described real estate, and the Authority warrants and will defend the same against all claims whatsoever not suffered or caused by the acts or omissions of the Lessee. Section 3. Rental Payments. (a) During the term of this Lease, the Lessee agrees to pay rental for said premises at the rate of .One Million Dollars ($1,000,000) per year. Such Rental shall be paid from the Stadium Principal and Interest Account of the Redevelopment District Bond Fund. All rentals payable under the terms of this Lease shall be paid to the Trustee or to such other bank or trust company as may from time to time succeed the Trustee under the Trust Agreement. All payments so made shall be considered as payments to the Authority of the rentals payable -2- 1 hereunder. The Lessee shall receive a credit on such rental payment in an amount equal to the amount. then in the South Bend Redevelopment Authority Stadium Facility Sinking Fund created by Section 3.01 of the Trust Agreement. The Lessee shall also receive credit for any Bond maturing within seven (7) days of the date of the lease rental payment, at the face value thereof, which the Lessee acquires and delivers to the Trustee as a part of its lease rental payment; (b) As additional rental the Lessee agrees to pay all fees, charges and reimbursement of expenses of the Trustee under the Trust Agreement and all prudent charges and expenses of the Authority incurred in the performance of its obligations hereunder. Section 4. Rental Payment Dates. The first rental installment in the amount of Five Hundred Thousand Dollars ($500,000) shall be due on February 28, 1989. Thereafter such rentals. shall be payable in advance in semiannual installments of Five Hundred Thousand Dollars ($500,000) on February 28 and August 28 of each year. After the sale of the Bonds issued by the Authority to pay the cost of the Facility, including the acquisition of the site thereof and other expenses incidental thereto, the annual rental shall be reduced to an amount equal to two times the sum of .the multiple of One Thousand Dollars ($1,000) next highest to the highest sum of principal and interest due on such Bonds on any bond payment date plus $1,000, payable in equal semiannual installments. Such amount of reduced annual rental shall be endorsed on this Lease at the end hereof by the parties hereto as soon as the same can be done after the sale of said Bonds,. and such endorsement shall be recorded as an addendum to this Lease. Section 5. Abatement of Rent. Sn the event the Facility shall be damaged or destroyed so as to render. the same unfit for use as a stadium, it shall then be the obligation of the Authority to restore and rebuild the Facility as promptly as may be done, unavoidable strikes and other causes beyond the control of the Authority excepted, if, in the opinion of an independent registered architect, registered engineer, construction manager or contractor selected by the Lessee and acceptable to the Trustee, (i) the cost of such restoration or rebuilding does not exceed the amount of the proceeds received by the Authority from the insurance provided for in Section 9 hereof plus other moneys available therefor and (ii) such restoration or rebuilding can be completed within the period of time covered by the rental value insurance provided for in Section 9 hereof. If either or both conditions shall not exist, the. proceeds received from the insurance provided for in Section 9 hereof shall be applied to the option to purchase price provided for in Section 14 hereof. The rental shall be abated for the period during which the Facility is unfit for use as a stadium facility. -3- • Section 6. Net Lease. It is expressly understood and agreed that this Lease shall be what is known as a net lease (i.e., the rent being absolutely net to the Authority and that all other expenses in connection with the Facility of any nature whatsoever shall be those of the Lessee) and that during the lease term the Lessee shall be obligated to pay as its expenses without reimbursement from the Authority all costs of taxes and assessments, if any, and maintenance and use in connection with or relating to the Facility, including but not limited. to, all costs and expenses of decoration, maintenance, utility, janitorial and all other services, repair or replacement of all parts of the Facility or improvements of the Facility. Section 7. Nonliability of Authority. The Authority shall not be liable for damage caused by hidden defects or failure to keep the premises in repair and shall not be liable for any damage done or occasioned by or from plumbing, gas, water, boilers, steam or other pipes or sewage or the bursting or leaking of plumbing or heating fixtures or waste or soil pipe in connection with said premises, nor for damage occasioned by water, snow or ice being upon sidewalks or coming through the roof,. skylight, trapdoor or otherwise. The Authority shall not be liable for any injury to the Lessee or any sublessee of the Lessee or any other person which injury occurs on, in or about the Facility howsoever arising.. The Authority shall not be liable for damage to the Lessee's property or to the property of any sublessee of the. Lessee or of any other person which may be located in, upon or about said premises. Section 8. Alterations. Lessee shall have the right, without the consent of the Authority, to make all alterations, modifications and additions and to do all remodelings and improvements it deems necessary or desirable to the Facility, which do not reduce the rental value of the Facility. Section 9. Insurance. The Lessee, at its own expense, will, during the full term of the Lease, keep .the Facility insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of buildings or facilities of a similar type, in good and responsible insurance companies acceptable to the Authority. Such insurance shall be in an amount at least equal to the greater of (i) the option to purchase price or (ii) one hundred percent (1000 of the full replacement cost of such Facility as certified by a registered architect, a registered engineer, or professional appraisal engineer, selected by the~Authority, on the effective date of this Lease and on or before the first day of April of each year thereafter; provided that such certification shall not be required so long as the amount of such insurance shall be in an amount at least equal to the option to purchase price. Such appraisal may be based upon a recognized index of conversion factors. In no event shall the insurance be in an amount which causes the Lessee to be a co-insurer for the Facility. Such -4- ~~ insurance may contain a provision for a deductible in an amount not exceeding $100,000. Lessee agrees to pay the deductible amount of any loss to the Authority. A blanket public institutional property insurance form may be used if: (a) the- insurance on the Facility is not less than the amount required by this Section, (b) Lessee subordinates its claim for damage or destruction to other buildings to claims for damage or destruction of the Facility, and (c) the insurance proceeds related to damage to or destruction of the Facility are payable to the Trustee. During the full term of this Lease, the Lessee will also, at its own expense, maintain rental or rental value insurance in an amount at least equal to the full rental specified in Section 3 for a period of two (2) years against physical loss or damage of the type insured against pursuant to the preceding requirements of this Section. .Such policies shall be for the benefit of and shall be made payable to the Trustee. Section 10. Use of Insurance and Condemnation Proceeds. Proceeds of insurance against damage to or destruction of the Facility or proceeds of any condemnation of the Facility shall be paid to and held by the Trustee and used to pay for reconstruction or replacement of the Facility in accordance with plans approved by Authority and the Lessee, unless the Lessee elects to exercise its option to purchase and such proceeds shall be sufficient to pay the option price. Section 11. Liability Insurance. The Lessee shall, at all times during the full term of this Lease, keep in effect, public liability and property damage insurance, insuring the Lessee and the Authority in amounts customarily carried by similar facilities. Section 12. General Insurance Provisions. All insurance policies required by Sections 9 and 11 shall be with good and responsible insurance companies acceptable to the Authority and the Trustee, and shall be countersigned by an agent of the insurer who is a resident of the State of Indiana, and such policies, or copies thereof, 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 may have signed, and the certificate of the architect or engineer referred to in Section 9 shall be deposited with the Authority and the Trustee. If, at any time, the Lessee fails to maintain insurance in accordance with Sections 9 and 11, such insurance may be obtained by the Authority, or may be obtained by the Trustee, and the amount paid for such insurance shall be added to the amount -5- i. of rental payable by the Lessee under this Lease; provided, however, that neither the Authority nor the Trustee shall be under any obligation to obtain such insurance, and any action or non-action of the Authority or the Trustee in this regard shall. not relieve the Lessee of any consequences of a default in failing to obtain such insurance. " Section 13. General Covenants. It is understood and agreed that the Lessee, without the consent of the Authority, shall be permitted in its sole and absolute discretion to enter into separate subleases and other agreements (on any terms and conditions including but not limited to length of term the Lessee, in its sole discretion, deems appropriate) with respect to use of the Facility. The Authority hereby acknowledges the rights of parties as lessees and licensees of the Facility under the terms of agreements both prior to, as well as prospective from, execution of this Lease. The Authority hereby agrees that any sublessee will have quiet enjoyment of the premises subleased in the event of a default by Lessee hereunder, so long as those parties with whom the Lessee has contracted. are not in default under the terms of their respective agreements. The Lessee covenants that, except for Permitted Encumbrances, it will not encumber the Facility, or permit any encumbrance to exist thereon, and that it shall use and maintain the Facility in accordance with the laws and ordinances of the United States of America, the State of Indiana, and all other proper governmental authorities.. The Authority agrees that it will, at the request of the Lessee, execute and deliver to or upon the order of the Lessee such instrument or instruments as may be reasonably required by the Lessee. in order to subject the Facility, or the Authority's interest therein, to such encumbrances as shall be specified in such request and as shall be permitted by the provisions of this Section 13 or otherwise by the definition of "Permitted Encumbrances." Section 14. Option to Purchase. Authority. hereby grants the Lessee the right and option, on any rental payment date, upon thirty days' written notice to the Authority, to purchase the Facility at a price equal to the amount required to enable the Authority to provide for the .redemption of all outstanding Bonds, all premiums payable on the redemption thereof, and accrued and unpaid interest, and to pay the cost of redeeming the Bonds and liquidating the Authority if it is to be liquidated. Upon request of the Lessee, Authority agrees to furnish an itemized statement setting forth the amounts required to be paid by the Lessee on the next .rental payment date in order to purchase the Facility in accordance with the preceding paragraph. If the Lessee exercises its option to purchase, the Lessee shall pay to the Trustee that portion of the purchase price which is required to provide for the payment of all the Bonds, including all premiums payable on the redemption thereof, accrued -6- and unpaid interest thereon and the costs of redemption thereof. Such payment shall not be made until the Trustee gives to the Lessee a written statement that such amount will be sufficient to retire all Bonds including all premiums payable on the redemption thereof and accrued and unpaid interest. The remainder of such purchase price, if any, shall be paid by the Lessee to the Authority. Nothing herein contained shall be construed to provide that the Lessee shall be under any obligation to purchase the Facility, or under any obligation in respect to any creditors or bondholders of the Authority. If the Lessee has not exercised its option to purchase the Facility at the expiration of the term of the Lease and upon the full discharge and performance by the Lessee of its obligations under this Lease, Authority shall execute a deed of the Facility to the Lessee conveying good and merchantable title thereto, subject only to Permitted Encumbrances. .Section 15. Utility Service. The Lessee agrees to pay or cause to be .paid all charges for sewer, gas, water, electricity, light, heat or power, telephone or other utility service used, rendered or supplied upon or in connection with the Facility throughout the term of this Lease, and. to indemnify the Authority and save it harmless against any liability or damages on such account. Lessee shall also at its sole cost and expense procure any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance upon the Facility of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying any such service to and in the Facility. Section 16. Defaults. If the Lessee shall (a) default in the payment of any rentals or other sums payable to the Authority hereunder, or in the payment of any other sum herein required to be paid for the Authority, (b) fail to comply with the terms set forth in the Lease Resolution, or (c) default in the observance of any other covenant, agreement or condition hereof, and such default under (c) shall continue for ninety (90) days after written notice to correct the same, then, in any of such events, the Authority may proceed to protect and enforce its rights, either at law or in equity, by suit, action, mandamus or other proceedings, whether for specific performance of any covenant or agreement contained herein or for the enforcement.of any other appropriate legal or equitable remedy. Section 17. Notices. Whenever either party shall be required to give notice to-the other under this Lease, it shall be .sufficient service of such notice to deposit the same in the United States mail, in an envelope. duly stamped, registered and addressed to the other party at its last known place of business. A copy of any notice shall be mailed by .first-class mail to the Trustee at its last known place of business. -7- i' Section 18. Construction of Covenants. All provisions contained herein shall be construed in accordance with the provisions of the Act and to the extent of inconsistencies, if any, between the covenants and agreements in this Lease and the provisions of the Act, the provisions of said Act shall be deemed to be controlling and binding upon the parties. Section 19. Successors or Assigns. All covenants of this Lease, whether by the Authority or the Lessee, shall be binding upon the successors and assigns of the respective parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for and on their behalf as of the day and year first hereinabove written. SOUTH BEND REDEVELOPMENT AUTHORITY Thomas J. Varga, Jr., President ATTES ~~ ~~ Chris. Davey, Secretary-Treasurer SOUTH BEND REDEVELOPMENT COMMISSION ....Jay Nimtz, President ATTEST : ~` ~ - O Roman Piasecki, Secretary STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Thomas J. Varga, Jr., and Chris Davey, personally known by me to be the President and Secretary-Treasurer, respectively, of South Bend Revelopment Authority, and acknowledged the execution of the foregoing Lease for and on behalf of said Authority. -8- .. i' - WITNESS my hand and Notarial Seal this ..-.-~ ~ ~ day of June , 1988. (~ (W~.itten Sign ure) Cheryl K. Phipps (Printed .Signature) (jL,tli) My commission expires: January 7, 1991 I am a resident of County, Indiana. STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared F. Jay Nimtz and Roman Piasecki, personally known by me to be the President and Secretary, respectively, of South Bend Revelopment Commission, and acknowledged the execution of the foregoing Lease for and on behalf of said Commission. WITNESS my hand and Notarial Seal this 17th day of June , 1988. ~ ~ G~~L.y~. - -~~iGc.- ~ .. ( , ritte S ig ture ) Cheryl K Phi ps _ (Printed Signature) (SEAL) My commission expires: January 7, 1991 I am a resident of St. Joseph County, Indiana. • This instrument was prepared by Thomas A. Pitman, 810 Fletcher Trust Building, Indianapolis, Indiana 46204. -9- ,~ .. ,. • EXCERPTS FROM T!-E TRUST AGREEMENT 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 (Stadium Facility) APPENDIX D • TRUST AGREEMENT THIS AGREEMENT (the "Agreement"), executed and dated as of the 1st 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, Security Pacific National Bank has, pursuant to an Agreement for Lease with Purchase Option dated December 9, 1985 (the "Prior Lease"), leased to the Board of Park Commissioners of the Park District of the City of South Bend, Indiana (the "Park Board"), certain real property described in Exhibit A hereto, including improvements thereon and appurtenances thereto, which real property, improvements and appurtenances are commonly referred to an the Stanley Coveleski Regional Stadium (the "Facility");.and WHEREAS, the Prior Lease has been heretofore amended by a First Amendment to Agreement for Lease with Purchase Option Between Security Pacific National Bank and the Board of Park Commissioners of the Park District of the City of South Bend, Indiana, dated as of September 15, 1986 (the "First Amendment"),. to modify certain provisions of the Prior Lease pertaining to non-rent items; and WIiEREAS, the Prior Lease as amended by the First Amendment has heretofore been further amended by a Second Amendment to Agreement for Lease with Purchase Option between Security Pacific National Bank and the Board of Park Commissioners of the Park District of the City of South Bend, Indiana, dated March 7,.1988 (the "Second Amendment"), to permit the Board of Park Commissioners of the Park District of the City of South Bend, Indiana, to convey its interest in the Prior Lease, as amended, to any board, agency or commission of the City of South Bend for the purpose of exercising the option to purchase provided in Section 8.01 of the Prior Lease; and WHEREAS, the Park Board has assigned its option to purchase pursuant to the Prior Lease, as amended, to the Authority and the Authority has accepted the assignment of said option to purchase; and W~iEREAS, the Authority has determined to borrow the sum of Five Million Six Hundred Eighty-five Thousand Dollars ($5,685,000) for the purpose of procuring funds to pay the cost • ' of acquiring the Facility by exercising such purchase option, 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 Facility 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, all acts, proceedings and things necessary and required bylaw 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, 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. -2- 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: (a) "Agreement" or "this Agreement "means this instrument, either as originally 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) "Authority" means the South Bend Redevelopment Authority, a body corporate and politic,. or any successor entity. (c) "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. (d) "Bondholder," "holder," "owner" and "registered owner" means the registered owner of a Bond. (e) "Code" means the Internal Revenue Code of 1986, as amended. (f) "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. -3- (g) "Cost of Issuance" shall mean any and all costs and expenses relating to the issuance, sale and delivery of the • Bonds, including but not limited to, premiums for municipal bond insurance, all fees and expenses of legal counsel, financial feasibility or other consultants, trustees, underwriters and accountants, the preparation and printing of the Agreement, the preliminary and final official statement and such Bonds. (h) "Expense Fund"means the Expense Fund created and established by Section 3..03. (i) "Facility" means the real estate described in Exhibit A and stadium facility thereon to be acquired with the proceeds of the .Bonds and leased to the Commission, pursuant to the Lease. (j) "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. (k) "Lease" means the lease by the Authority to the Commission, dated as of June 1, 1988, as the same may be amended or supplemented. (1) "Operation and Reserve. Fund" means the Operation and Reserve Fund created and established by Section 3.02. (m) "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. (n) "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 -4- 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. (o) "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. (p) "Sinking Fund" means the Sinking Fund created and established by Section 3.01. (q) "Trustee" means and includes not only the Trustee but also its successor or successors in trust. (r) 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 III. Funds Sec. 3.01. There is hereby established and created a fund designated as the "South Bend Redevelopment Authority Stadium 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 thirty (30) days after the date such rental payment becomes due; and (ii) Unpaid principal on the Bonds due on, before or within seven (7) 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 Sec. 3.06. The Trustee shall from time to time withdraw from such Sinking Fund, or if the Sinking Fund is 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. 3.02. There is hereby established and created a fund designated as the "South Bend Redevelopment Authority • Stadium 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, -12- 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. 3.06, 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 Sinkinq Fund in an amount sufficient to raise the amount 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. Sec. 3.03. There is hereby established and created a fund designated as the "South Bend Redevelopment Authority Stadium Facility Expense Fund." Moneys are being deposited to the credit of the Expense Fund to finance the Cost of Issuance for the Bonds pursuant to Section 2.10 hereof. Moneys on deposit in the Expense Fund shall be paid out from-time to time by the Trustee in order to pay or as reimbursement to the Authority for payment made for the Cost of Issuance. After the Trustee may transfer any moneys on deposit in the Expense Fund to the Sinking Fund. Sec. 3.04. The Trustee shall, at the direction of the Authority, and subject to Section 5.13, 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 credited to the fund from which the investments were made. 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 shall mature prior to the time the funds invested will be needed for payment of principal of and interest on the Bonds. Sec. 3.05. 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, 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. 3.06. At the request of the Authority, expressed by a resolution of the Board of Directors, or a copy thereof certified by the Secretary-Treasurer and delivered to the Trustee, the Trustee may remove funds from the Operation and Reserve Fund and the Sinking Fund to be used for the redemption of Bonds, or for the purchase of Bonds if the Authority and Trustee agree that the purchase of Bonds would be advantageous to . the Authority. -13- Sec. 3.07. 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. APPENDIX E RESOLUTION N0. 849 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT • COMMISSION ESTABLISHING CERTAIN FUNDS AND ACCOUNTS IN CONNECTION WITH THE LEASE DATED AS OF JUNE 1, 1988, BETWEEN THE SOUTH BEND REDEVELOPMENT COMMISSION AND THE SOUTH BEND REDEVELOPMENT AUTHORITY RELATING TO THE STANLEY COVELESKI REGIONAL STADIUM, AND OTHER RELATED MATTERS WHEREAS, the South Bend. Redevelopment Authority (the "Authority") has been created pursuant to I.C. 36-7-14.5 as a separate body, corporate and politic, and as an instrumentality of the-City of South Bend to finance local public improvements for lease to the South Bend Redevelopment Commission (the "Commission"); and WHEREAS, the Authority intends to issue bonds in the aggregate amount of $5,685,000 pursuant to I.C. 36-7-14.5-19 to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Bonds (Coveleski Stadium Project)" (the "Bonds"), the proceeds of which are to be used to finance the acquisition of a stadium facility known as the "Stanley Coveleski Regional Stadium" (the "Facility"), including the site thereof, 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 of June 1, 1988 (the "Lease"), which Lease was heretofore approved by this Authority; and WHEREAS, it is necessary for the Commission to establish certain funds and accounts for the payment of the rentals owed by the Commission pursuant to said Lease; NOW, THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment Commission as follows: ~ i ~, Section 1. There is hereby created and established a Redevelopment District Bond Fund to consist of a Stadium Principal and Interest Account and such other accounts as the Commission shall from time to time establish. Section 2. The Commission shall levy in 198.8 a special tax upon all of the taxable property in the City of South Bend Redevelopment District in a total amount sufficient, together with all other funds in the Stadium Principal and Interest Account deposited into such account from any other sources (other than such special taxes) during the previous 12 calendar months prior to August 1, 1988, to pay all lease rental payments payable in the 18-month period beginning on January 1, 1989. The Commission shall levy in each calendar year beginning in 1989 a special tax upon all of the taxable property in the City of South Bend Redevelopment. District in a total amount sufficient, together with all other funds in the Stadium Principal and Interest Account deposited into such account from any other sources (other than such special taxes) during the previous. 12 calendar months prior to August 1 of such calendar year, to pay all lease rental payments payable in the 12-month period beginning on July 1 of the following calendar year. Such taxes shall be deposited in the Stadium Principal and Interest Account and such taxes and any other funds in the Stadium Principal and Interest Account shall be irrevocably pledged for the purposes set forth in this Resolution.. =2- i ` Adopted this ; ~ ~~l day of z ~ ~-~- ~ 1988 • SOUTH BEND REDEVELOPMENT COMMISSION ~, ----~' • 1 ~ ~ --. - .1~ -3- APPENDIX F ANNUAL AUDITED FINANCIAL STATEMENTS ~' f r • • N 1/. V~ ~ C N GT ~+ f~1 ~ ~~ .,~ ri M ~ o S .St ~ ~ V C M ~ w O ~ . ~ ~ < ~ < ~ v Ir I I » I I ~ N y ~ ~ C ' y N • I . 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C 0 m Ip O; Y ~ ~_ EE ~ `` C 6 O~ ~~ ~ m i O ~ ~ L Gm m m ~ - V ~a N 2 ~ E G L i L ~ i~ i N_- r C N X G i Amo D O m 0 ~' L t ii n O ~' o G _ C C m C IO oOmi-O l0 4-OOw•O 1-crr LQ oo a ~ Ao A~ A ~vc~aso~v, ~asc~~oc~r, i _ g ~ i .._ ~ i o ° m ~ ° ° z z ` z ~ v o Z - o a a ~ I -- • .; W ~ r ~ :, N p~ Z Y S~ KN ~ H ~ ~ • u I.. ~., N ~ ~ ~~~ ~< N u ~ O n ~ = N Ir N r •- = w I1 01 O ~ A ~ ~ O w r. w~ n R N o~ n • Je+ • o g•~ e • r 1 ~ a~ a a • it fif er n r n. n r ~O . r r r ~ O V • N O~ O N n S h e O Y a P N N T • n d~ a •~ .e.~dr uS w$ e~dr: air: 1/~ dNSI:1.ij r: a' • Y n ~ j of wS r nS .d e,J.~ •t M r III>; ~ III I~I111= r ~ NlIIII N= S M ''a ~ = = ~ R ~ S ~ ~ N N V ~O H • ^ ^ 1 ~ 1r 1- C . ~. 1.1 •1 .ter • pp ~• ee pp e f T~ a . N M O N~ • M I O r N O f 1~ . ^ A I Iv- ~ ~ V 8 == n = ~ y, ~ •~/f 1~ 0 N 1~ ~10 I~f fv C 10 O e 1~1 . N • • /~ ~ c n~n= r wne ~f o~ii=r o ~ ^'N"9'G10 '9' d b '~ V 1~ W ~ n IS ~: a' ~ d w r n 7+ ~ a • 1 I ~ ~~ ~ ~ as a ~ ~ ! € >t ~ 3 ~ € a- Asa ~ ~a~8_ g_ a~ 3 s g~'~= =~ ~ ~ ~ ,a =~ ~ ~ 5 ~p tse0 ~GC~Oa4 t3 ga~O~ •p p i ip ••• ••• O O O G J O ~ ~ ,J ~ OFFICIAL BID FORM TO: Mr. Chris Davey, Secretary-Treasurer South Bend Redevelopment Authority • ~ 1200 County-City Building South Bend,lndiana 46601 ANTICIPATED SALE DATE: July 26, 1988 RE: $5,685,000 Taxable Lease Rental Revenue Bonds of 1988 (Coveleski Stadium Project) For the Bonds of this Issue which shall mature and bear interest at the respective annual rates, as follow, we offer a price of $ (Note: This amount may not be less th an 98.5% of par) and accrued interest to the date of delivery. 3/1/89 $ (225,000) % 3/1/92 $ (295.,000) % 3/1/96 $ (430,000) 9/1/89 $ (240,000) % 9/1/92 $ (310,000) % 9/1./96 $ (450,000) .3/1/90 $ (250,000) % 3/1/93 $ (325,000) % 3/1/97 $ (475,.000) 9/l/90 $ (260,000) % 9/1/93 $ (340,000) 3/1/91 $ (270,000) % 3/1/94 $ (355,000) 9/1/91 $ (285,000) % 9/1/94 $ (375,000) In making this offer we accept all of the terms and conditions of the Official Terms of Offering published in the Official Statement dated July 14, 1988. In the event of failure to deliver these Bonds in accordance with the Official Terms of Offering as printed in the Official Statement and made a part hereof, we reserve the right to withdraw our offer, whereupon the deposit accompanying it will be immediately returned. All blank spaces of this offer are intentional and are not to be construed as an omission. Not as a part of our offer, the above quoted prices being controlling, but only as an aid for the. verification of the offer, we have made the following computations: NET INTEREST COST: $ NET EFFECTIVE RATE: Account Members Account Manager BY: .......................................................................... The foregoing offer is hereby accepted by the Issuer on the date of the offer by its following officers duly authorized and empowered to make such acceptance. Chris Davey, Secretary-Treasurer Received good faith check for return to bidder. By. n .k M ~ ,_ ~: The undersigned, says: NON-COLLUSION AFFIDAVIT OF BIDDER That he/she is duly authorized to sign the within bid for an on behalf of the bidder named therein, that the within bid is made in good faith and is in all ways a bona fide bid; that neither the undersigned nor the within named bidder has entered into any combination, collusion or agreement with any other person, firm or corporation bidder relative to the interest rate or price to be bid on the bonds described in said bid, nor to prevent or induce anyone to refrain from bidding; that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person, firm or corporation bidder relative to such bidding.