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HomeMy WebLinkAbout1991-10-13 Resolution 44RESOLUTION NO. 44 • RESOLUTION OF THE SOUTH. BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY TAXABLE LEASE RENTAL REVENUE BONDS (COVELESRI STADIUM REFUNDING) 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 not to exceed $4,350,000.00 pursuant to I.C. 36- 7-14.5-19 to be known as the "South Bend Redevelopment Authority Taxable Lease Rental Revenue Bonds (Coveleski Stadium Refunding)" (the "Bonds"), the proceeds of which are to be used to refund th'e South Bend Redevlopment Authority Taxable Lease Rental Revenue Bonds (Coveleski Stadium Project) (the "Refunded Bonds") issued in 1988 to refinance the stadium facility known as the "Stanley Coveleski Regional Stadium" (the "Facility") and to pay the costs of issuance of the Bonds; and WHEREAS, the Authority intends to amend the currently existing lease of the Facility with the Commission 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 November 1, 1991, between the Authority and Norwest Bank Indiana, N.A., as Trustee (the "Trust Agreement") which Trust Agreement provides for, • among other things, the issuance of such Bonds to finance the refunding of the Refunded Bonds; WHEREAS, a Preliminary Official Statement of the Authority (the "Preliminary Official Statement") dated October 31, 1991, relating to the issuance of the Bonds has been prepared. NOW, THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment Authority as follows: Section 1. In order to pay and finance the costs of refunding the Refunded Bonds, and to pay costs of issuance, there is hereby authorized and there shall be executed, issued, and delivered by and on behalf of the Authority, pursuant to I.C. 36- 7-14.5 et se ., the Bonds in the aggregate principal amount not to • exceed Four Million Three Hundred and Fifty Thousand Dollars ($4,350,000.00). The Bonds shall be designated as taxable in their title. Section 2. The Bonds are hereby authorized to be issued under, pursuant to, and in accordance with the Trust Agreement with a final maturity date of no later than March 1, 1997, a maximum rate of interest of eight percent (8%) per annum and a maximum underwriter's discount of three-quarters of one percent (.75%) of such aggregate principal amount. The proceeds of the Bonds shall be delivered to the Trustee and applied by the Trustee in accordance with the Trust Agreement. Section 3. The Bonds maturing on or after March 1, 1995, may be redeemed prior to maturity, at the option of the Authority -2- in whole or in part, in whole multiples of $5,000, on any interest • payment date not earlier than March 1, 1994, from any moneys made available for the purpose, at face value and without premium, plus accrued interest to the date fixed for redemption. Section 4 . Said Bonds shall be issuea in acvc~ruai,~.:c W ~ ~i= and shall be secured by a trust agreement substantially in the form of a Trust Agreement as submitted to this meeting, with such changes as the President and the Secretary of the Authority deem necessary or appropriate to effectuate these resolutions and to consummate the sale of the Bonds, said officers' execution and attestation thereof to be conclusive evidence of their approval of such changes. Section 5. The Secretary is authorized and directed to place a copy of the Trust Agreement in the minute book immediately • herein. 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 Section 6. The Preliminary Official Statement is hereby approved in the form presented to the Authority at this meeting, contained therein, and the Preliminary Official Statement in the form presented at this meeting is hereby deemed final except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, any other terms or provisions required by an issuer of such Bonds to be specified in a competitive bid, ratings, other terms -3- of the Bonds depending on such matters, and the identity of the • Underwriter. The Underwriter is hereby authorized and directed to cause to be distributed such Preliminary Official Statement substantially in the form presented to this meeting, with such changes as may be required and which are approved by Baker & Daniels, bond counsel for the Authority, to describe adequately the Bonds and information related thereto, to all parties who in its judgment may be interested in bidding on such Bonds; and the Authority shall place a copy of such Preliminary Official Statement as presented to this meeting with the minutes of this meeting. Section 7. The Bonds shall be sold by private negotiated sale, as provided by IC 36-7-14.5-19, to BANC ONE Capital Corporation and Bank One Indianapolis, N.A., (collectively referred to as the "Underwriter"), at a price of 99.25% of par plus accrued • interest to the date of delivery of the Bonds in accordance with the Purchase Agreement. The President of the Authority is hereby authorized to execute and deliver the Purchase Agreement substantially in the form attached hereto as Appendix A (the "Purchase Agreement"), together with such changes and modifications as may be approved by the President (with execution by the President to be conclusive evidence of such approval). The President is further authorized to carry out, on behalf the Authority, the terms and conditions set forth in the Purchase Agreement, consistent with the provisions of this Resolution. Section 8. Prior to the delivery of the Bonds the Secretary shall be authorized to obtain a legal opinion as to the • -4- validity of the Bonds from 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 9. If the President and the Treasurer determine that market conditions at the time of the sale of the Bonds are such that the Authority is able to finance the refunding of the Refunded Bonds by issuing Bonds in an aggregate principal amount which is less than $4,350,000.00, then the Authority shall issue such lesser principal amount of Bonds. Section 10. 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 11. The President, Vice President, and Secretary-Treasurer of this Authority and each of them is hereby authorized to take all such actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this Resolution, in such forms as the President, Vice President and Secretary-Treasurer executing the same shall deem proper, to be evidenced by the execution thereof. Section 12. 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 U -5- which would adversely affect the rights of such holders so long as • the Bonds or the interest thereon remains unpaid. Adopted at a meeting of the Authority held on October 31, 1991 in the offices of the Authority, 1200 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. CITY OF SOUTH BEND REDEVELOPMENT AUTHORITY ~d By: J sep W. Wroblewski, President ATTEST: Donald K. Fewell, Secretary-Treasurer \rrrompol\sthbend\covelesk\luauthis.sue;tmg;10/30/91; -6- ~. SOUTH BEND REDEVELOPMENT AUTHORITY TAXABLE LEASE RENTAL. REVENUE BONDS (Coveleski Stadiutt~ Refunding) BOND PURCHASE CONTRACT November 13, 1991 South Bend Redevelopment Authority South Bend, Indiana 46601 Gentlemen: The undersigned, BANC ONE CAPITAL CORPORATION and BANK ONE, INDIANAPOLIS, NA (collectively referred to as the "Underwriter"), offers to enter into the following agreement with the South Bend Redevelopment Authority (the "Authority") which, upon acceptance by the Authority, will be binding upon it and the Underwriter. Certain terms used in this Bond Purchase Contract are defined by provisions in the Trust Agreement to which reference is made. This Bond Purchase Contract is hereinafter referred to as the "Contract." 1. Purchase and Sale. Subject to the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriter, all but not less than all of the $ aggregate principal amount of South Bend Redevelopment Authority Taxable Lease Rental Revenue Bonds (Coveleski Stadium Refunding) (the "Bonds"). The Bonds will be dated the first day of the month in which they are originally delivered, and will have the maturities and bear interest at the rates per annum as set forth on the cover of the Official Statement (as hereinafter defined). The purchase price for the Bonds will be $ (representing in the aggregate an Underwriter's discount of $ from the aggregate principal amount of the Bonds, plus accrued interest from the dated date of the Bonds). The Bonds will be issued under and secured by a Trust Agreement dated as of November 1, 1991 (the "Trust Agreement"), between the Authority and Norwest Bank Indiana,, N.A., South Bend, Indiana, as Trustee (the "Trustee"). The Bonds are more fully described in the Trust Agreement, the Preliminary Official Statement and the Official Statement (each as hereinafter defined). The proof of the Official Statement of the Authority relating to the Bonds, together with the cover page and all attachments and appendices thereto, is designated herein as the "Official Statement." Such document in the form approved by the Authority on October 31, 1991, is designated herein as the "Preliminary Official Statement.° 2. Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds at prices not in excess of the initial public offering prices set forth on the cover page of the Official Statement. The Authority hereby ratifies the distribution of the Preliminary Official Statement and authorizes the Official Statement and other documents above to be used in connection with the public offering and sale of the Bonds. The Underwriter agrees, in connection with the sale of Bonds by the Underwriter, that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by delivery of a copy of the Official Statement. 3. Representations, Warranties and Agreements.. .The .Authority hereby represents, warrants and agrees as follows: i (a) The Authority is a duly created and validly existing separate body corporate and politic, constituting an instrumentality of the City of South Bend (the "City") for the public purposes set forth in the provisions of Indiana Code 36-7-14.5, as amended from time to time (the "Act"); (b) The Act has been validly adopted and is in full force and effect as of the date of this Contract and will be in full force and effect as of the Closing Date, as defined in Section 4 of this Contract. In accordance with the Act, {i) the Authority has full legal right, power and authority (A) to approve and deliver the Preliminary Official Statement and to enter into, execute and deliver this Contract, the Trust Agreement and the Official Statement, (B) to sell, issue and deliver the Bonds to the Underwriter as provided herein, and (C) to carry out and consummate the transactions contemplated by this Contract, the Trust Agreement and the Official Statement; and (ii) the Authority has complied with, and will at the. Closing be in compliance in all respects with, the terms of the Act and with the obligations in connection with the issuance of the Bonds on its part contained in the Trust Agreement, the Bonds and this Contract; (c) By all necessary official action, the Authority has duly authorized the execution and delivery of the Trust Agreement, the approval and delivery of the Preliminary Official Statement, the approval, execution and delivery of the Official Statement and the execution, delivery and performance by the Authority of the obligations in connection with the issuance of the Bonds on its part contained in the Bonds, the Trust Agreement and this Contract and the consummation by it of all other transactions contemplated by this Contract in connection with the issuance of the Bonds; (d) The Trust Agreement, assuming the valid authorization, execution and delivery of the other parties thereto, each constitutes the legal, valid and binding obligation of the Authority, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and to general principles of equity in appropriate cases and subject to the valid exercise of constitutional powers of the United States of America and the State of Indiana; (e) The Bonds, when issued, authenticated and delivered to the Underwriter in accordance with the Trust Agreement and this Contract, will constitute legal, valid and binding obligations of the Authority of the character referred to in the Official Statement, in conformity with and entitled to the benefit and security of the Act and the Trust Agreement and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and to general principles of equity in appropriate cases and subject to the valid exercise of constitutional powers of the United States of America and the State of Indiana; (f) The Authority is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the issuance and sale of the Bonds, the execution and delivery of this Contract, the execution and delivery of the Trust Agreement and the Authority's compliance with the provisions contained in any thereof will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree or order of any court, regulatory body or other public body, loan agreement, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and no such execution, delivery, adoption or compliance will result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Trust Agreement; -2- (g) Any and all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over any matter which is required for the due authorization of, which would constitute a condition precedent to or the absence- of which would materially adversely affect the due performance by the Authority of its obligations under this Contract or the Trust Agreement will be obtained prior to the Closing Date, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; (h) Between the date of this Contract and the Closing Date, the Authority will not, without the prior written consent of the Underwriter, which consent shall not unreasonably be withheld, offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, except such obligations and liabilities as may be described in the Official Statement, and there will not be any adverse change of a material nature in the financial position, results of operations or conditions, financial or otherwise, of the Authority other than (i) as contemplated by and described in the Official Statement or (ii) in the ordinary course of its business; (i) There is no action, suit, proceeding, inquiry or investigation of any nature at law or in equity, before or by any court, governmental agency, public board or body pending or, to the knowledge of the Authority, threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds or the performance of any of the covenants contained in this Contract or the Trust Agreement or in any way questioning or affecting (i) the transactions contemplated by this Contract, the Trust Agreement or the Official Statement, (ii) the right or authority of the Authority to pay the Bonds, including any applicable premiums, or to pledge or grant a security interest in the trust estate under the Trust Agreement or to carry out the terms and provisions of this Contract and the Trust Agreement, or {iii) the validity of the Bonds or any provision made for the payment of principal of, premium, if any, or interest on the Bonds or the power of the Authority to perform its obligations under this Contract and the Trust Agreement; and neither the corporate existence of the Authority nor the right of the members of the Board of Directors of the Authority to their offices nor the titles of the officers of the Authority to their respective offices are being contested, and no authority or proceeding for the issuance of the Bonds has been repealed, revoked or rescinded; Q) Except for the liens created equally and ratably under the Trust Agreement in connection with the issuance of the Bonds, there is no lien on any of the revenues or properties of the Authority as of the date of this Contract and there will be no such lien on the Closing Date; (k) As of the date thereof, the Preliminary Official Statement (i) has been deemed by the Authority to constitute a final official statement, except for the inclusion of certain information such as the offering prices of and interest rates on the Bonds, the final aggregate principal amount of the Bonds and of each maturity of the Bonds, the Closing Date, and other terms and conditions with respect to the sale of the Bonds established pursuant to this Contract and in accordance with SEC Rule 15c2-12{b)(1); and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (I) As of the date of this Contract, the Official Statement is hereby deemed by the Authority to constitute a final official statement with respect to the offering, issuance and sale of the Bonds, and at the time of the Authority's acceptance hereof and at all times subsequent thereto until and including the Closing Date, the Official Statement, together with any and all amendments and supplements thereto pursuant to paragraph (m) of this Section 3, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (m) If between the date of this Contract and the Closing Date any event shall occur which might or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority will notify the Underwriter, and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or -3- amendment to the Official Statement, the Authority will at its sole expense supplement or amend the Official Statement in a form and in a manner agreed to and approved by the Underwriter; (n) Any certificate signed by any officer of the Authority and delivered to the Underwriter will be . deemed to be a representation by the Authority to the Underwriter as to the truth of the statements contained in such certificate; and (o) The Authority has agreed to provide copies of the Official Statement (as the same may be amended or supplemented) to the Underwriter in such numbers and at such times as are set forth in Section 5(f) of this Contract. 4. Closing. The Bonds shall be delivered to the Underwriter in Indianapolis, Indiana (or such other place as requested by the Underwriter), on or before December 4, 1991, or such other date as may be .agreed upon by the Authority and the Underwriter (the "Closing Date" ), at which time the Underwriter, subject to the terms and conditions of this Contract, will pay the purchase price of the Bonds in full in immediately available federal funds. 5. Closing Conditions. The Underwriter has entered into this Contract in reliance upon the representations, warranties and agreements of the Authority contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Authority of its respective obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligation under this Contract to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Authority of its obligations and agreements to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The representations and warranties of the Authority contained in this Contract shall be true, complete and correct on this date and on the Closing Date, as if then made; . (b) At the time of the Closing, the Trust Agreement, as approved by the Authority, shall have been executed and delivered by the Authority and the Trustee; and the Official Statement shall have been duly executed and delivered by the Authority and shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; (c) At the time of the Closing, this Contract, the Bonds and the the Trust Agreement shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect; (d) There shall have been adopted and be in full force and effect such resolutions of the Authority authorizing the transactions contemplated by this Contract as may reasonably be required by Baker & Daniels, Bond Counsel ("Bond Counsel"), and the Authority shall have delivered certified .copies of all such resolutions and any other documents relating to the Bonds as may be required by Bond Counsel; (e) At or prior to the time of Closing, the Underwriter shall have received copies of each of the following documents in such number as shall be requested and in form and substance satisfactory to the Underwriter: (i) The Official Statement and each supplement or amendment, if any, thereto, executed on behalf of the Authority by its President and attested by its Secretary-Treasurer; (ii) The Trust Agreement, fully executed by the Authority and the Trustee; and (iii) Opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter; and (f) Within the earlier of (i) five (5) Business Days (as that term is defined in the Trust Agreement) from the date of this Contract or (ii) such other time, if any, as the Underwriter has notified the Authority, prior to the date hereof,. that confirmations requesting payment will be sent to -4- parties purchasing Bonds from the Underwriter, the Underwriter will. have .received for distribution to the Underwriter copies of the Official Statement (as the same may be amended or supplemented) in such quantities as may be reasonably requested by the Underwriter, but at a minimum in such quantities as may be necessary in order for the Underwriter to comply with the requirements of SEC Rule 15c2-12 and the requirements of the Municipal Securities Rulemaking Board. The Underwriter agrees to notify the Authority or its Counsel of the approximate number of copies of the Official Statement that will be necessary to be supplied for purposes of the foregoing requirement, prior to the printing of the Official Statement or any supplement thereto. 6. Termination. The Underwriter shall have the right to terminate the Underwriter's obligations under this Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the Authority of the election of the Underwriter to do so if, after the execution hereof and prior to the Closing, (a) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds are not exempt from registration under the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Trust Agreement, as then amended or supplemented, is not exempt from qualification under the Trust Trust Agreement Act of 1939, as amended and as then in effect; (b) Subsequent to the respective dates as of which information is given in the Official Statement, there shall have occurred any change or any development involving a prospective change in the business or financial condition of the Authority which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering described in Section 2 of this Contract; (c) Any rating assigned to the Bonds shall have been downgraded, suspended or withdrawn by Moody's Investors Service, Inc., or there has been an official statement regarding a • downgrading, suspension or withdrawal of any such rating and such action, in the opinion of the Underwriter, materially and adversely affects the market price for the Bonds; or (d) The Authority fails to deliver to the Underwriter the copies of the Official Statement (as the same may have been amended or supplemented) in the amounts and within the time period specified in Section 5(f) of this Contract and such failure, in the reasonable opinion of the Underwriter, materially and adversely affects the marketability of the Bonds or subjects the Underwriter to fines, sanctions or other penalties under the rules governing the delivery or filing of Official Statements promulgated by the Securities and Exchange Commission or the Municipal Securities Rulemaking Board. 7. Expenses. The Authority shall pay all costs and expenses incident to the performance of .its obligations under this Contract, including al! expenses incident to the delivery of the Bonds to the Underwriter, the fees and expenses of Bond Counsel, the costs and expenses incident to the preparing and printing of this Contract, the Official Statement, the Trust Agreement and any fees charged by investment rating agencies for the rating of the Bonds, it being understood that, except as provided in this Section 7, the Underwriter will pay all their own costs and expenses including any advertising and mailing connected with any offering of the Bonds by them. Nothing herein shall be construed to relieve a defaulting Underwriter from liability for its default. 8. Parties in Interest. This Contract is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns of any Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. • -5- 9. Governing Law. This Contract shall be construed in accordance with and governed by the • laws of the State of Indiana. Very truly yours, BANC ONE CAPITAL CORPORATION ey Printed Title BANK ONE, INDIANAPOLIS, NA By Printed Title • ACCEPTED AS OF ,1991 THE SOUTH BEND REDEVELOPMENT AUTHORITY ay Joseph Wroblewski, President • -6-