HomeMy WebLinkAbout1991-01-29 Resolution 32~4 J
RESOLUTION NO. 32
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
AUTHORITY REDUCING THE ANNUAL RENTALS ON THE
LEASE FOR THE AIRPORT ECONOMIC DEVELOPMENT
AREA PUBLIC IMPROVEMENT PROJECT, APPROVING
THE EXECUTION OF AN ADDENDUM TO THE LEASE,
RATIFYING THE SELECTION OF SUCCESSFUL
BIDDERS AND THE TERMS OF THE BONDS,
AND REGARDING OTHER RELATED MATTERS
WHEREAS, the South Bend Redevelopment Authority (the
"Authority") at a meeting on December 17,-1990, adopted Resolution
No. 26, authorizing the issuance of the "South Bend Redevelopment
Authority Taxable Lease Rental Revenue Bonds (Airport Economic
Development Area Public Improvement Project)" (the "Taxable Bonds")
in an aggregate amount of Four Million Two Hundred Thousand Dollars
($4,200,000) pursuant to IC 36-7-14.5-19 to finance certain land
and "taxable" public improvements (the "Taxable Project"), and to
pay the costs of issuance of the Taxable Bonds; and
WHEREAS, a Notice of Intent to Sell Four Million Two
Hundred Thousand Dollars ($4,200,000) of the Taxable Bonds was
published on December 21, 1990 and December 28, 1990 in the South
Bend Tribune, the Tri-County News, and the Indianapolis Commercial;
and
WHEREAS, the Authority at a meeting on December 17, 1990,
adopted Resolution No. 27, authorizing the issue of the "South Bend
Redevelopment Authority Lease Rental Revenue Bonds (Airport
Economic Development Area Public Improvement Project)" (the "Tax-
Exempt Bonds"), in the aggregate amount of Two Million Three
Hundred Fifty-Five Thousand Dollars ($2,355,000) pursuant to IC 36-
7-14.5-19 to finance certain land and "tax-exempt" public
improvements (the "Tax-Exempt Project"), and to pay the costs of
issuance of the Tax-Exempt Bonds; and
• WHEREAS, a Notice of Intent to Sell Two Million Three
Hundred Fifty-Five Thousand Dollars ($2,355,000) of the Tax-Exempt
Bonds was published on December 21, 1990 and December 28, 1990 in
the South Bend Tribune, the Tri-County News, and the Indianapolis
Commercial; and
WHEREAS, the South Bend Redevelopment Authority
previously entered into a Lease between the Authority and the South
Bend Redevelopment Commission (the "Commission") dated as of
August 1, 1990, as further amended by an Amended and Restated
Lease, dated as of August 1, 1990 (the "Lease"), pursuant to which
the Authority will lease certain land and the Tax-Exempt Project
and the Taxable Project to the Commission; and
WHEREAS, bids were received on January 22, 1991, for the
sale of the Taxable Bonds for the construction of the Taxable
Project under the terms and conditions provided in the Lease; and
WHEREAS, the lowest and best bid for the Taxable Bonds
was received from John Nuveen & Co. Incorporated (on behalf of
itself and other underwriters) ("Nuveen"), as the bidder offering
the lowest net interest cost to the Authority, determined by
computing the total interest on all of the Taxable 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, with a net interest rate of 9.6161%, which bid was
accepted; and
WHEREAS, the award of the sale of the Taxable Bonds will
permit a reduction in the annual rental payments on the Lease for
the Taxable Project pursuant to Section 4 of the Lease; and
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WHEREAS, bids were received on January 22, 1991, for the
sale of the Tax-Exempt Bonds for the construction of the Tax-
Exempt Project under the terms and conditions provided in the
Lease; and
WHEREAS, the lowest and best bid for the Tax-Exempt Bonds
was received from Merrill Lynch & Company ("Merrill Lynch") as the
bidder offering the lowest net interest cost to the Authority,
determined by computing the total interest on all of the Tax-
Exempt 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, with a net interest rate of
7.0486, which bid was accepted; and
WHEREAS, the award of the sale of the Tax-Exempt Bonds
will permit a reduction in the annual rental payments on the Lease
for the Tax-Exempt Project pursuant to Section 4 of the Lease; and
WHEREAS, the Authority desires to approve and execute an
addendum to the Lease (the "Addendum"), a copy of which is hereby
attached as Exhibit A, reflecting such lower annual Lease payments
for both the Taxable Project and Tax-Exempt Project and making
certain other amendments to the Lease;
NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND
REDEVELOPMENT AUTHORITY, AS FOLLOWS:
1. The Authority hereby ratifies and approves the award
of the sale of the Taxable Bonds to Nuveen in the amount of Four
Million Two Hundred Thousand Dollars ($4,200,000), at a price equal
to Four Million One Hundred Sixteen Thousand Dollars ($4,116,000),
such Taxable Bonds to bear a net interest figure of 9.6161%, since
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said bid was the highest bid submitted in accordance with the bond
sale notice published in connection with the sale of the Taxable
Bonds.
2. The Authority hereby ratifies and approves the award
of the sale of the Tax-Exempt Bonds to Merrill Lynch in the amount
of Two Million Three Hundred Fifty-Five Thousand Dollars
($2,355,000), at a price equal to Two Million Three Hundred Seven
Thousand Nine Hundred Seven and 25/100 Dollars ($2,307,907.25),
such Tax-Exempt Bonds to bear an net interest figure of 7.0486%,
since said bid was the highest bid submitted in accordance with the
bond sale notice published in connection with the sale of the Tax-
Exempt Bonds.
3. The Lease shall be amended to reduce the annual
rental payments as set forth in Exhibit A attached hereto. The
Commission hereby approves all other amendments to the Lease set
forth in Exhibit A attached hereto.
4. All remaining terms, covenants and conditions as set
forth in the Lease shall remain in full force and effect.
5. The President and Secretary-Treasurer of the
Authority are hereby authorized and directed to execute and attest,
respectively, the Addendum.
6. The officers of the Authority are hereby authorized
to deliver said Taxable and Tax-Exempt Bonds when executed to
Society Bank, Indiana, as Trustee for delivery to the successful
bidder.
7. This resolution shall be in full force and effect
i after its adoption by the Authority.
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• ADOPTED at a meeting of the South Bend Redevelopment
Authority held on January 29, 1991, at the Office of the Authority,
1200 County-City Building, 227 West Jefferson Boulevard, South
Bend, Indiana 46601.
SOUTH BEND REDEVELOPMENT AUTHORITY
By : vl/ l~ ~-
ose h W. Wroblewski, President
ATTE T:
~~~~~~
Donald K. Fewell, Secretary-Treasurer
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ERHIBIT A
ADDENDUM TO LEASE
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SOUTH BEND REDEVELOPMENT AIITHORITY
TO
SOUTH BEND REDEVELOPMENT COMMI83ION
(Airport Economic Development Area Public Improvement Project)
THIS ADDENDUM, made and entered into as of this day
of January, 1991, by and between the South Bend Redevelopment
Authority, a body corporate and politic organized and existing
under Indiana Code 36-7-14.5 (hereinafter with its successors and
assigns referred to as the "Authority"), and the South Bend
Redevelopment Commission, the governing body of the South Bend
Department of Redevelopment and the Redevelopment District of South
Bend, Indiana (hereinafter called the "Lessee"),
WITNESSETH:
In consideration of the mutual covenants herein
contained, it is agreed that the lease (Airport Economic
Development Area Public Improvement Project) previously entered
into between said parties as of the first day of August, 1990, as
further amended by an Amended and Restated Lease, dated as of the
first day- of August, 1990 (the "Lease") shall be amended as
follows:
1. The following definitions in Section 1 of the Lease
are amended to read as follows:
"Lease Resolution" means Resolution No. 968 of
the Commission passed on December 21, 1990, as
amended by Resolution No. 973 of the Commission
passed on January 11, 1991, establishing funds for
the payment of lease rentals for the Tax-Exempt
Project, as defined herein.
"Permitted Encumbrances" means those items
listed in Exhibit A hereto and any future (a) liens
for taxes not then delinquent, (b) this Lease and
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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
Lessee certifies will not interfere with or impair
the Projects, (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 do not, in the opinion of the Trustee,
materially impair the Authority's interest in or
Lessee's use of the Projects.
"Taxable Project" means the real estate
(including all right-of-way easements contained
therein) in St Joseph County, Indiana, and
improvements to be made thereon by the Authority or
its agent according to plans and specifications
prepared by Cole. Associates, Inc. and Clyde E.
Williams and Associates, Inc., project engineers,
all as described in Exhibit B hereto. The above
mentioned plans and .specifications may be changed
and additional construction work may be performed
and improvements may be purchased by the Authority,
but only with the approval of the Lessee (which
• approval shall not be withheld by the Lessee in the
event of the inability of the Authority to acquire
timely and at a reasonable price all of those real
property interests constituting part of the Taxable
Project which must be obtained by eminent domain,
if any), and only if such changes or modifications
or additional construction work or improvements do
not alter the character of the Project or reduce the
value thereof.. Any such additional construction
work or additional improvements shall be part of the
property covered by this Lease. The above-mentioned
plans and specifications have been filed with and
approved by the Lessee.
"Taxable Lease Resolution" means Resolution
No. 967 of the Commission passed on December 21,
1990, as amended by Resolution No. 972 of the
Commission passed on January 11, 1991, establishing
funds for the payment of lease rentals for the
Taxable Project, as defined herein.
"Tax-Exempt Project" means the real estate
(including all right-of-way easements contained
therein) in St. Joseph County, Indiana, and
improvements to be made thereon by the Authority or
its agent according to plans and specifications
. prepared by Cole Associates, Inc. and Clyde E.
Williams and Associates, Inc., project engineers,
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all as described in Exhibit C hereto. The above
. mentioned plans and specifications may be changed
and additional construction work may be performed
and improvements may be purchased by the Authority,
but only with the approval of the Lessee (which
approval shall not be withheld by the Lessee in the
event of the inability of the Authority to acquire
timely and at a reasonable price all of those real
property interests constituting part of the Tax-
Exempt Project which must be obtained by eminent
domain., if any), and only if such changes or
modifications or additional construction work or
improvements do not alter the character of the
Project or reduce the value thereof. Any such
additional construction work or additional
improvements shall be part of the property covered
by this Lease. The above-mentioned plans and
specifications have been filed with and approved by
the Lessee.
2. Section 4 of the Lease is amended to read
follows:
Section 4. Rental Payment Dates and
Amounts. {a) Tax-Exempt Project. The first
semiannual rental installment in the amount of
Eighty-Two Thousand Dollars ($82,000) shall be due
• on the day that the Tax-Exempt Project is completed
and ready for use, or January 28, 1994, whichever
is later. If completion is later than January 28,
1994, the first installment shall be in an amount
which provides for rental at the rate specified in
Exhibit D for the semiannual period in which the
Tax-Exempt Project is completed and ready for use,
prorated from the date of completion until the first
July 28 or January 28 following such date of
completion. Thereafter such rentals shall be
payable in advance in semiannual installments on
July 28 and January 28 of each year as provided for
in the lease payment schedule attached hereto as
Exhibit D.
(b) Taxable Project. The first semiannual
rental installment in the amount of One Hundred
Ninety-Nine Thousand Dollars ($199,000) shall be due
on the day that the Taxable Project is completed and
ready for use, or July 28, 1993, whichever is later.
If completion is later than July 28, 1993, the first
installment shall be in an amount which provides for
rental at the rate specified in Exhibit E for the
semiannual period in which the Taxable Project is
completed and ready for use, prorated from the date
of completion until the first January 28 or July 28
• following such date of completion. Thereafter such
rentals shall be payable in advance in semiannual
as
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installments on January 28 and July 28 of each year
• as provided .for in the lease. payment schedule
attached hereto as Exhibit E.
In the case of the Tax-Exempt Project, the
Lessee will not take any action or fail to take any
action that would result in the loss of the
exclusion from gross income for federal tax purposes
of interest on the Bonds pursuant to Section 103(a)
of the Internal Revenue Code of 1986, as amended
(the "Code"), as in effect on the date of delivery
of the Bonds, nor will the Lessee act in any manner
which would adversely affect such exclusion. The
Lessee further covenants that it will not make any
investment or do any other act or thing during the
period that any Bond is outstanding hereunder which
would cause any Bond to be an "arbitrage bond"
within the meaning of Section 148 of the Code and
the regulations thereunder as in effect on the date
of delivery of the Bonds. All officers, members,
employees and agents of the Lessee are authoriz-ed
and directed to provide certifications of facts and
estimates that are material to the reasonable
expectations of the Lessee as of the date the Bonds
are issued and to enter into covenants on behalf of
the Lessee evidencing the Lessee's commitments made
• herein.
3. The last paragraph of Section 14 of the Lease shall
be amended to read as follows:
If the Lessee has not exercised its option to
purchase the Projects 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, the Authority shall execute a deed of
the Projects to the Lessee conveying all of its
interest thereto, subject only to Permitted
Encumbrances.
4. Exhibit A of the Lease shall be amended to read as
follows:
Permitted Encumbrances
All encumbrances identified in the Title
Commitment originally issued by Chicago Title
Insurance Company on November 20, 1990, Commitment
No. 85239H-61, in favor of the South Bend
Redevelopment Authority, as amended and in effect
from time to time during the term of the Lease.
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5. Exhibit D of the Lease shall be amended to read as
follows:
EBHIBIT D
Lease Payment Schedule for Tax-Exempt Project
Payment Date Amount Payment Date Amount
1-28-94 $ 82,000 1-28-03 $ 129,500
7-28-94 82,000 7-28-03 129,500
1-28-95 82,000 1-28-04 127,500
7-28-95 82,000 7-28-04 127,500
1-28-96 82,000 1-28-05 130,500
7-28-96 82,000 7-28-05 130,500
1-28-97 107,000 1-28-06 130,000
7-28-97 107,000 7-28-06 130,000
1-28-98 115,500 1-28-07 129,500
7-28-98 115,500 7-28-07 129,500
1-28-99 123,500 1-28-08 131,000
7-28-99 .123,500 7-28-08 131,000
1-28-00 125,500 1-28-09 132,000
7-28-00 125,500 7-28-09 132,000
1-28-01 127,000 1-28-10 130,000
7-28-O1 127,000 7-28-10 130,000
1-28-02 128,500 1-28-11 133,000
7-28-02 128,500 7-28-11 133,000
1-28-12 132,500
7-28-12 132,500
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6. Exhibit E of the Lease shall be amended to read as
follows:
ER~iIBIT E
Lease Payment. Schedule for Taxable Project
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Payment Date Amount Payment Date Amount
7-28-93 $199,000 1-28-04 $ 268,500
1-28-94 199,000 7-28-04 268,500
7-28-94 199,000 1-28-05 270,500
1-28-95 199,000 7-28-05 270,500
7-28-95 199,000 1-28-06 271,000
1-28-96 219,000 7-28-06 271,000
7-28-96 219,000 1-28-07 272,500
1-28-97 222,500 7-28-07 272,500
7-28-97 222,500 1-28-08 273,000
1-28-98 240,500 7-28-08 2.73,000
7-28-98 240,500 1-28-09 276,500
1-28-99 254,000 7-28-09 276,500
7-28-99 254,000 1-28-10 278,000
1-28-00 258,500 7-28-10 278,000
7-28-00 258,500 1-28-11 278,000
1-28-01 262,000 7-28-11 278,000
7-28-O1 262,000 1-28-12 281,000
1-28-02 267,000 7-28-12 281,000
7-28-02 267,000
1-28-03 268,500 ,
7-28-03 268,500
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7. The parties hereto acknowledge. that all remaining.
• terms, covenants and conditions as set forth in the Lease between
the parties hereto and executed as of the first day of August, 1990
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Addendum to Lease to be executed for and on their behalf on the
day and year first hereinabove written.
ATTEST:
Donald K. Fewell,
Secretary-Treasurer
ATTEST:
Michael Donoho, Secretary
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SOUTH BEND REDEVELOPMENT AUTHORITY
By:
Joseph W. Wroblewski, President
SOUTH BEND REDEVELOPMENT COMMISSION
By:
Paula N. Auburn, President
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STATE OF INDIANA )
SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for
said State., personally appeared Joseph W. Wroblewski and Donald K.
Fewell, personally known by me to be the President and Secretary-
Treasurer, respectively, of the South Bend Redevelopment Authority,
and acknowledged the execution of the foregoing Addendum to Lease
for and on behalf of said Authority.
WITNESS my hand and ,Notarial Seal this day of
1991.
(SEAL)
My commission expires:
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 State, personally appeared Paula N. Auburn and Michael Donoho,
personally known by me to be the President and Secretary,
respectively, of the South Bend Redevelopment Commission, and
acknowledged the execution of the foregoing Addendum to Lease for
and on behalf of said Commission.
WITNESS my hand and Notarial Seal this day of
1991.
(Written Signature)
(SEAL)
My commission expires:
I am a resident of
(Printed Signature)
County, Indiana.
This instrument was prepared by Richard C. Starkey, Baker &
Daniels, 300 North Meridian Street, Indianapolis, Indiana, 46204.
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(Written Signature)
(Printed Signature)
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