HomeMy WebLinkAbout1991-11-15 Resolution 46~,
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RESOLIITION NO. 46
• RESOLIITION OF THE SOIITH BEND REDEVELOPMENT AIITHORITY
APPROVING AN OFFICIAL STATEMENT RELATING TO THE
I88IIANCE OF THE SOIITH BEND REDEVELOPMENT AIITHORITY
TA%ABLE LEASE RENTAL REVENUE BONDS (COVELESRI STADIUM
REFIINDING)~ RATIFYING THE E%ECUTION AND DELIVERY OF THE
CONTRACT FOR THE PIIRCHASE OF THE BONDS AND APPROVING THE
E%ECIITION OF AN ADDENDIIM TO THE LEASE BETWEEN THE
AIITHORITY AND THE REDEVELOPMENT COMMI88ION FOR
THE STANLEY COVELESRI REGIONAL STADIUM FACILITY
WHEREAS, the South Bend Redevelopment Authority (the
"Authority") at a meeting on November 1, 1991 adopted Resolution
No. 44 (the "Taxable Bond Resolution") authorizing the issuance
and sale of bonds to be known- as the "South Bend Redevelopment
Authority Taxable Lease Rental Revenue Bonds (Coveleski Stadium
Refunding)" (the "Taxable Bonds") pursuant to IC 36-7-14.5 et seg.,
in the aggregate principal amount not to exceed Four Million Three
• Hundred Fifty Thousand Dollars ($4,350,000), the proceeds of which
are to be used refund the South Bend Redevelopment 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, a Preliminary Official Statement relating to the
issuance of the Bonds was approved by the Authority on November 1,
1991 in the form presented to the Authority; and
WHEREAS, an Official Statement, dated the date hereof,
(the "Official. Statement") relating to the issuance of the Bonds
has been prepared and presented to the Authority; and
WHEREAS, the Authority previously entered into a Lease
between the Authority and the South Bend Redevelopment Commission
(the "Commission") dated as of June 1, 1988 (the "Lease"), pursuant
• to which the Authority is leasing the Facility to the Commission;
and
WHEREAS, the Authority desires to approve and execute an
addendum to the Lease (the "Addendum"), a copy of which is attached
hereto as "Exhibit A" and incorporated herein, reflecting such
lower annual Lease payments; and
WHEREAS, the Authority authorized the President of the
Authority to execute and deliver a Bond Purchase Contract (the
"Contract") with Banc One Capital Corporation (the "Underwriter"),
the terms and conditions of which will permit a reduction in the
annual rental payments on the Lease; and
NOW, THEREFORE, BE IT RESOLVED, by this South Bend
• Redevelopment Authority as follows:
Section 1. The Authority hereby ratifies and approves
the Contract executed and delivered by the President of the
Authority to the Underwriter which provides for the sale of the
Bonds in the aggregate principal amount of Four Million Two Hundred
Eighty Thousand Dollars ($4,280,000), such Bonds to bear interest
rates and have maturities as listed on the first page of the
Official Statement submitted to the Authority at this meeting.
Section 2. The Official Statement is hereby approved in
the form presented to the Authority at this meeting and the
Official Statement in the form presented at this meeting is hereby
deemed final. The Underwriter is hereby authorized and directed
to cause to be distributed such Official Statement in the form
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presented to this meeting to all parties who in its judgment may
• be interested in bidding on such Bonds; and the Authority shall
place a copy of such Official Statement as presented to this
meeting with the minutes of this meeting.
Section 3. The Addendum attached hereto as Exhibit A is
hereby approved and the Lease shall be amended to be effective as
of the date when the Authority deposits or causes to be deposited
proceeds derived from the sale of the Taxable Bonds into an escrow
fund to be established by that certain Irrevocable Escrow Deposit
Agreement, such Agreement to be dated as of December 1, 1991, to
reduce the annual rental payments to the amounts listed in
paragraph three of the Addendum payable in semi-annual installments
in the amount and on the dates listed in paragraph four of the
• Addendum.
Adopted at a meeting of the Authority held on
November 15, 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
By:
~O
~J'os h W. Wroblewski,
Pre ident
ATT ST:
~-~~~~~
Donald K. Fewell, Secretary-
Treasurer
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FORM OF ADDENDUM TO LEASE
Addendum to Lease Between
South Bend Redevelopment Authority, as Lessor,
and South Bend Redevelopment Commission, as Lessee
(Stadium Facility)
THIS ADDENDUM, entered into as of the lst day of
November, 1991 (the."Addendum"), between South Bend Redevelopment
Authority, a body corporate and politic organized and existing
under IC 36-7-14.5 (the "Authority"), and South Bend Redevelopment
Commission (the "Lessee"),
WITNESSETH-
In consideration of the mutual covenants herein
contained, it is agreed that the lease previously entered into
between the Lessee as of June 1, 1988 and which was recorded in
the office of the Recorder of St. Joseph County, Indiana (the
"Lease"), shall be amended as follows:
follows:
1. Section 3 of the Lease is amended to read as
Section 3. Rental Payments. (a) During the term of this
Lease, .the Lessee agrees to pay rental for said premises at the
total yearly rate provided for in the total yearly rental amount
schedule attached hereto as Exhibit C. 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 rental payable
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. (b) As additional rental included in
the amounts listed in Exhibit C, 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.
follows:
2. Section 4 of the Lease is amended to read as
Section 4. Rental Payment Dates. The first- rental
installment in the amount of Four Hundred Sixty-Four Thousand Six
Hundred Dollars ($464,600) shall be due on February 28, 1992.
• Thereafter such rentals shall be payable in advance in semiannual
installments on February 28 and August 28 of each year as provided
for in the lease payment schedule attached hereto as Exhibit D.
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3. The Lease is amended to include the following as
Exhibit C:
EXHIBIT C
TOTAL YEARLY RENTAL AMOUNT SCHEDULE
FOR THE STADIUM FACILITY LEASE
Year Amount
1992 $929,200
1993 934,200
1994. 932,200
1995 929,400
1996 925,200
1997 462,700
Exhibit D:
4. The Lease is amended to include the following as
EXHIBIT D
LEASE PAYMENT SCHEDULE FOR
STADIUM FACILITY LEASE
C:
Payment Date Amount
02-28-92 $464,600
08-28-92 464,600
02-28-93 467,100
08-28-93 467,100
02-28-94 466,100
08-28-94 466,100
02-28-95 464,700
08-28-95 464,700
02-28-96 462,600
08-28-96 462,600
02-28-97 462,700
5. 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 June, 1988
shall remain in full force and effect.
6. This Addendum shall take effect as of the date (the
"Deposit Date") when the Authority deposits or causes to be
deposited proceeds derived from the sale of its South Bend
Redevelopment Authority Taxable Lease Rental Revenue Bonds
(Coveleski Stadium Refunding) into an escrow fund established
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pursuant to an Irrevocable Escrow Deposit Agreement, such Agreement
to be .dated as of December 1, 1991, between the. Authority and
Norwest Bank Indiana, N.A. for the purpose of redeeming the South
Bend Redevelopment Authority Taxable Lease Rental Revenue Bonds
(Coveleski Stadium Project), dated September 1, 1988. Such Deposit
Date shall be endorsed on this Addendum at the end hereof by the
parties hereto as soon as the same can be done after the deposit
into the Escrow Fund and the Addendum shall be recorded as so
endorsed.
IN WITNESS WHEREOF, the undersigned have caused this
Addendum to be executed for and on their behalf on the day and year
first hereinabove written.
SOUTH BEND REDEVELOPMENT. AUTHORITY,
as Lessor
~; ~~.
J~sephy W. Wroblewski, President
AT-TEST
1/
Donald Fewell, Secretary
SOUTH BEND REDEVELOPMENT COMMISSION,
as Lessee
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By: _ _~.
Paula N. Auburn, President
ATTEST:
Michael Donoho, Secretary
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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
Fewell personally known by me to be the President and Secretary,
respectively, of the South Bend Redevelopment Authority and.
acknowledged the execution of the foregoing Lease for and on behalf
of said Redevelopment Authority.
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- WITNESS my hand and Notarial Seal this -'~;.Y(~ day of
;~ , , : ... ,:_ ~.~ 19.91.
I'
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(Written Signature)
(Printed Signature}
:(SEAL)
My commission expires:
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I am a resident of
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~-, - -.~~~a__ <.u County, Indiana .
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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 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 Lease for and on behalf
of such Redevelopment Commission.
WITNESS my hand and Notarial Seal this --y ~ .,..rf day of
~' - rs - , 19 91.
;' ,
(Written Signature)
(Printed Signature)
(cEAL)
• My commission expires:
~~ ~,
/f - t:
I ani a resident of
,;_:~~~ ~~ ~_ ~ L.. ~'',._- County, Indiana.
j
This instrument was prepared by Randolph R. Rompola, Baker &
Daniels, 205 West Jefferson Boulevard, South Bend, Indiana. 46601..
\rrrompol\sthbend\covelesk\addendum.lea;tmg;ll/14/91
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APPENDIX C
•
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lXlERFST ONTf7P BOld]S lS ~rZXtx.UDdBLE ltEO~Y CrROSSYNCOJ{tE OF TNE' OR'1~RS THEREOF R'OR FEDEi4l1, lNGY)NE ?.Ui
PT/RPOSBS UIr9F.R S6C7TON I t-3 OF THE IMF,.Rl1GlL REVENUE CODE Qlt' I986,.lS.lNENDED. In the opfnton ojBaksr k Danls4, South
Bend. Luitona, tnrerrst tm rhs Bonds tt sxempt.]fOm a!! presenr lndimta tatYSS, sscepr riot Indiarta,~Jnanctal inctituttons tax and the LuHana
Inhsrlttotce rat;. Sse 'T.lX.Y.t37ERS' Ith,eii.
54,280,000
SOU'Y'FT BEND B.&DBVELOPMENT AVCHOBYTY
50Y11'fi BEND. INDIANA
TA7CABLE LEASE RENTAL R.LTYENUE BONDS
(Covele:ld stadium RatStndiag)
Dated: December 1, .1991 Due: Much let and September 1st as tltown btbw
The South Bond Rtdeveloptnatu Authority (the 'D.edeveloptnantAzethority') is lstwing 54,280,000 agYragata principal atnottnt of Txxabla Lrxae
8.crital Revetwe 8ondt (Covelcslti 5tadium>?.efuttdiag) (the "$ottdt") for t!u putpote of refunding the RedevelopmentAuthority't outtundinf
Taxable Lease Ytcrttal Revenue 8onda (Covelcaki Stadiurtt Pzojoct), which bonds were issued by the Redevelopment Authority to acquire Stanley
Covelestci Aegianal Stadium. is 1988. The Bonds are payable $vm aemi,arvrtuai lose zontal paytneats to ba paid by the South Bend
Redevabpmcot Commission (the 'RedevelopmcM Cotnmirstou~ directly to Norweat Battle Indiaoa, N.A., u trustee (the "truatec'~, under a
~uat Agreement, dazed as of November 1, 1991, between the Redeveloptncnt Authority atsd the Trustee (the "Trust Agreetrtent "), and a leasa
dated as oP 7uaa 1, 1988, and amended as of November 1, 1991 (the "Lease', between the )zedavafopment Authority, as lessor, and the
Brdcvclopment Cottuttitsion, as leaser.
7hc 8oadt era being issued ptirauant to I.C. 3ti-7.14.5. The Bonds will be iaRUtd in fully rcgitterad form in tha donomitution of SS,000 or any
integral multiple thereof. Interest payable March 1, 1992, and actni-annually thcreafkc, will ba paid by Check. mailed by the Tntatoa to the
registered ovtnera xt their dddreaaoa as shown on the registration heel's maintaittad by the Trusice.
TAX.AI3P.$ LEASE &ENTAL REVENUE BONDS
(Covc}asYi Stadium iZcfundinpJ
Iaurast ]ntc:,cat
Mawrity Pr4ncipal Rate Price Matvri 'not al $~ Price
3/1192 5345,000 4.90% 100% 3/IJ95 390,000 6.5055 100Se
9/1/92 340,000 $ X090 100:5 9/1795 405,000 b.70% 10056
3/U93 350,000 5.5596 100',6 3/1/96 415,000 6.909u 1005b
9!1193 360,000 5.8596 10055 911/9ti 430,000 7.10% 100%
3/179.1 370,000 6.0596 10096 3/I/97 415,000 7.2555 100%
9/1/94 380,000 6.30% 100
(plot accrued iatrseu)
The Bonds sire wbject to redeutption prior to maturity, as utore fully descn'bed het~au. See "DESCRIPTION OF TTIE BONDS."
The Bonds are bimited obligations of the Be@evelopmeut Authority, p:{yable solely trout lase rentals lroru the Lease and certain other
tutuls Dledged tfiesefor tinder the Tsast Ageemeut. The Bonds do not coastitnte an indebtedness, }!lability or loan of the credit of the
City of South Bead or any po>iticsI snbdivisioa thereof, or a pledge of the faith, credit or taxing powerot'the City of South Bid or any
political subdivision thereof. Ilse l~ieveiopmend Authority has nu taxing power. See "Sl;CU13ITI' FOR THE BOAIDS."
This cover page contains certain infotnzition for quick n£aranee only. It it ~t a summery of thin issue. 'Invcatprs must read the entiro Official
Statement to obtain infnrnution essential to tnakinY sa informed imoatment dcoisioa.
?he Bonds an being ojJcred wham, as noel (f issued by the Rr~levelopmsnrAuthority and received by the Undznvrtur, subJect ro
prior sale, to witiud+awal or nsodi~.cation of 73u o„~ r wWwur notice, and so the approval of kgaltry by Baker & DanleLt, South Bind, Lviiana,
Bond Cou>sse1. Certain marten will ba parted upon for the Rcdeveloptnent Autho>ity and the Rsdst+elopmust Co»unisston by tlu .lttorney for
the pry of.Souit Btnd, Indiana, and for73ts Undarwtiur by Barnes b Thornburg, Indianapolis, Lidlana. Tf+e Bonds are expecud ro be arcilabla
for delivery in Indianapolis, Indiana, on or a6otx Dccsn:ber d, 1991.
ANC ONE CAPITAL COI2POBATiON
Dated: Novernbcr 13, 1991
IN CONNECTION WTY'tC TSL+ Og>~IDiG THE II2~D'FRti'i'RTI"E+R MA1' OVP3t ALLOT' OA Y?.F~PECf TStANSACTiONS WHICH
STABIIIZ$ Oi; ASAIITPAIN'tHS MA1~K$T PRICE OF T'I?~ BONDS OFF13'itED ~REBY AT A LEVEL ABOYE THAT WHICH MIGKf
OT~CWISS pgBVAIL IN THE OPBrI' MARICPT, AND 5UCH STAB~'jG. ~ CO~ENCHD, MAY )3E DL°COKTJrIUEb AT ANY
• 7PpvSE.
THE BONDS HAVE NOT BSSPi REGISTERED WITH TSB SBCUBZTlI?.S AND glCCHATiGB COMiv1ISSDQN jJNDffit THE SECUWITIFS
ACl OF 1933. A$ AMBND;,.D.
No dealer. btol:er, salosman or other person has been authorized by the RedeveloPmeat Authority or the Underwriter 1o Vivo any jttfptGixtion
or to make rosy ~reseraataaas, other thou those oontained is this Official Satemeat, and if given or made, suoh other information or
repreae~attOas moat not bo nl'ted upon u having boon authorized by any of rho forogaing. Thit Offwial Stattaunt does not coastiwto an offer
to sell or the solicitation of an of5et to buy nos shall thew be any axle of the Bonds by any pia is nay juriuiiction in which it is unlawful foe
sash person to asalca each offer, aolicitation or sak. The information tmcted as toescaurac otncomptrness and~'t notl to bsnconstcued `,` a
other ,oucces which azG believed to be rcl'uble but is is not guaraa y without twtice xnd neither the
represeatalion by the IIndemitrs. 'I1ze iafortaatioa and expreaaioas of opinion herein an subject to change
' delivery of thin Official Statement nor any sale of the securities deaeris ~ ~ dateuof dalivany of the saouridee describe hcreinuto iho initial
~!'
hss been no change in the affa'tts of the Bcdtsvelopment Authotiry ~ rovidc a certificate nutting shat there Nava been
purchaser thetroof. l3Dwevu, upon delivery of the aecurieies, the ItcdevalopmcatAuthoriry P
no material ehauges in the information cot-taiaed In the final OfficiaLStatement since iu delivery.
TA13LB OF C021'T'13N'T'S
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IN,PRpDUCTORYSTAZgMgNT ...... ....................
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THE RF,OEYELAPMENT COlvlbflSSION .................... ........ _ ... .1-
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TFIB REDPVEIAFMEN'T AVTHOItTTX .....................
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PURPOSl3OFISSUE ...........................................................
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THE REFUNDING P&OGRAM ............. ......
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EASED PROPERTY ..................
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DESCRIPTION OP'TfI}3BONDS ............................... ...................
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SECURR'Y FOA THB BpND3 ..............
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BOND R.ATIIdG .................. ..
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lZS TO 8E CONSIDIs~.ED 8Y IMPS'T'OWS ......
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• RLSi~ PACTO "s"
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SCIigDUIB OF AMORTIZATION .............
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$STINiATFS? SOUbtCE3 AND IISPS OF gUNDS ....... .... ........ .S-
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TRUST IuGRF.ffivfENT ......................................................... ............. -6-
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UNDERWRII'IIJCi
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LEQAL MATI~RS ................
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LII'I(3A'TION ..................
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MISCELLANP.OY.1S ...........................
A,ppendicea as Tabbed
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A CaeaetalIrifozmation
B Lcaaa
C Trust Agreement
D LcIIal Opinion and Tax Matters
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F1rTAL OFFICIAL STATEMENT
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SOUTI-I BEND 12EbEVELOPMENT AU7'IiORT!'Y
. TA~L~Tii.E LEASE RENTAL REVENUE BONDS
(COVEZI?.SI~I STADIUM REFUNDING}
INTRODUCTORY STATEMENT
This Official Statement sets forth certain information concerning the offering of 54,280,000 aggregate principal
amount of Taxable Lease Rental Revenue Bonds (Covelesla Stadium Refunding) {the "Bonds") by the South
Bend Redevelopment Authority (the "Redevelopment Authority"). The Bonds wilt be issued under the provisions
of the Indiana Code, Tick 36, Article 7, Chapter 145, and in accordance with the terms of a Trust Agreenleat -
between the Redevelopment Authority and Norwest Bank Indiana, N.A., as txustee, (the '"I`rustee"), dated as of
November 1, 1991(the'Trust Agreement"). The farm of Trust Agreement is included in this Official Statement
as Appendix C.
The Redevelopment Authority was organized for the purpost of financing local public improvements, including
the acquisition of Coveleski Stadium (the "Leased Property') and the leasing of sorb facdity to .the South Scud
Redevelopment Commission (the "Redevelopment Commission"). Other powers of the Redevelopment Authority
include the power to refinance fatalities for the acquisition of which it has previously incurred indebtedness and
to execute amended lease agreements with the Redevelopment Commission based oa the terms of the
refinancing arrangement
The Bonds do ~ constitute a corporate obligation or indebtedness of the City of South Bend, Indiana (the
"City/'), 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 ComM* ~~~ fsom unlimited ad valorem
property taxes assesstd throughout the South Bend Redevelopment District (the "District") having the same
boundaries as the City of South Bend.
• TIDE REDEVELOPMENT CnMMTSSION'
The Redevelopment Commission is the governing body of the South Btnd Department of Redevelopment and
the South Bend Redevelopment District, which is a special taxing district-created pursuant to Indiana Code 36-7-
14 (the "Redevelopment Act"). The Redevelopment Com im'~si.=n has the power under the Rcdeveiopmcnt Act
to enter into a lease with the Redevelopment Authority of any property that could be financed with the proceeds
of bonds. issued by the Redevelopment Commission under the Redevelopment Act. T'hc current officers and
other members of the Redevelopment Commission arc listed in Appendix A.
REDEVELOPMENT AUTbIORITY
. _.. .
The Redevelopment Authoritywas created under YC 36-7-145 for the purpose of acquiring and constructing Iota
public improvements and leasing those improvements to the Redevelopment Commission. The Redevelopment
Authority has the power under IC 36-7-145 to issue bonds to finance such acquisition ttnd construction, and to
issue bonds to refund bonds previously issued by the Redevelopment Authority. The current board of directors
and officers of the Redevelopment Authority are listed is Appendix A
Pi7RpOSE OF ISSUE
Proceeds fro=ze the sale of the Bonds will bt applied to the refunding (as more fully descn'bed herein under the
caption "The Refunding Program") of then South Bend (Indiana) Redevelopment Authority Taxable ]'..case Rental
Revenue Goads (Coveksla Stadium project), dated as of September 1, 1988, currently outstanding in the total
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amount of .54,255,000 (the "198$ Bonds"), which bonds were issued under a Trust Indenture between the
Redevelopment Authority and laSrst Interstate Bank of Ntutbem Indiana, NA., as trustee, dated as of Junc 1,
1988 (the "19$8 Indenture', to finance the acqutstti:on bf the Leased Property. The sefunding will enable the
Itedcvelopmcnt Authority to reduce t}u debt service rtquirements of its outstanding indebtedness and the annual
• lease rental due from tho Redevelopment Ca+*+m*«ion.
TPIE REFLINt)IN(i PROGRAM
Pursuant to the terms of an Escrow Agreement dated as of December 1, 1992, entered into between the
Redevelopment Authority and Norwest Back Yudiana, N.A., as the current registrar and paying agent for the 1988
Bonds {the "Escrow Trustee"), the refunding of the 1988 Bonds will be accomplished by {a) creating an
irrevocable escrow fund (the "Escrow Fund") to be heed by the Escrow Trustee sad (b) depositing therein a sum
of initial cash and certain direct obligations of, or obligations guaranteed by, the United States of America, or
time certificate of deposits fullysecured by such obligations (the "Government Obligations") sufficient to redeem
all outstanding 1988 Bonds on or about January 7, 1992. The funds needed to establish the initial cash balance
in the Escrow Ettrui and to purchase the Government Obfisations will be provided froze the proceeds of the sale
of the Bonds anti other funds of the Itcdcvelopment Authority.
Promptly following the closing of the issuance of the Bonds, the Trustee will send notice of redemption to aII
owners of outstanding 1988 Bonds, stating the intention of the Authority to redeem such bonds on or about
January 7,1992. The Trustee will also. publish notice of the redemption in accordance with the tcsms of the 1988
Indenture. The Govcrninent Obligations to be purchased and deposited with the Escrow Trustee will boar
interest at such rates and witl be schedulBd to mature at such times and in such amounts so that, when paid
according to their respective terms, sufficient moneys, together with any amount of cash then on deposit with
the Escrow Trustee,' wilt be available; to male full and timely payment of all principal and interest due with
respect to all outstanding 19$8 Bonds on the date fixed for redemption.
All moneys and Govornment Obligations oa deposit with the Escrow Trustee, including interest to be earned
thereon, are pledged solely and irrevocably for the benefit of the holders of the 1958 Bonds, and will not be
avafiable to pay principal or interest on the Bonds.
This Refunding Program will effect the defeasance of the 2988 Bonds and will release the fien thereof under the
1988 Indenture.
T.1~aSED PROpLRTY
The 19$8 Bonds were issued by the Redevelopment Authority to finance the: costs relating to the acquisition of.
the Y..cased Pioperry. The Leased Property is a 5,000 seat stadium fatality which is used for, among other things,
the home playing field of the South Bend White Sox, a minor league team of the Chicago White Sox The
Redevelopment Commission commenced its occupancy of the Leased Property on September 1, 1988.
CRIPTTON OF THE Bc)NDS
General
The Bonds witl be dated as of the first day of the month in which they are delivered, and. mature in .the amounts
anal on the dates anal bear interest at the rates sot forth on the cover page of thin Official Statement.
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The principal of the Bonds is payable at the principal office of the Trustee in South Bend, Indiana. Interest i5
payable by chtck mailed by the Trustee to the registered owners at their addresses as shown on the registration
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..t.
books maintained by the Trustee oa tho fifteenth day of the month imnsediately preceding the interest payment
daft.
• P~IIi1~31 bcnomination
The Bonds will be in fully registezcd form is the denomination of S5,000 os integral multiples thereof.
~p~?Qnal.R~sLzz~nn
The 18onds due March 1, 1995, and thereafter are redeemable iA whole or in part in whole multiples of 55,000,
in inverse order of maturity and by lot within maturities, on March 1, 1994,- and any interest payment date
thereafter, upon the payment of the principal amount of the Bonds being redeemed plus accrued interest to the
date of redemption and without premium,
'Under the Trust Agreement, whenever there are sufficient funds in the Sinking Fund and the Operation and
Reserve lend to redceiu, on the Hari redemption date, all outstanding Bonds, the Trustee is required to exercise
its option to redeem alI of stub Bonds. This could occur, for example, if .the Redevelopment Commission
exercises its option to purchase the Leased Property pursuant to Section Y4 of the Lease.
Notice of Redemption
Notice of redemption shall bt mailed to the registered owners of all fonds to be redeemed at least 30 days prior
to the daft fixed far such redemption. If any of the Goads are so called for redemption, and payment therefor
is made to the Trustee in accordance with the terms of the Trust Agreement, then such Bonds shall cease to bear
interest from and after the date fixed for redemption, The redemption price of the Bonds is payable at the
principal office of flit Trustee in South Bend.
Reuistratiorz
The Trustee is required to maintain a bond register in which. wpl be kept a current list of all owners of the
Bonds and an accurate record of all registrations, transfers and exchanges relating to such fonds.
The Bonds may be transferred or exchanged upon presentation and surrender thereof at thrr prinapal office of
flu Trustee. The Trustee shall not be required to transfer or exchange any Bonds called for redemption during
the 30 days preceding the redemption date.
SECURITY FOIL THE BONb,S
The Bonds are limited obligations of the Redcvelopm.ent Authority, payable solely from Lease rentals from the
Lease and certain other funds pledged therefor under Lhe Trust Agreement. The fonds do not constitute an
indebtedness, liability or loan of tht credit of the City of South Bend or any political subdivision. thereof, or a
pledge of the faith, credit or taxing power of the City of South Bend or any political subdivision thereof. The
Redevelopment Authority has no taxing power.
The Bands are secured by payments of lease rental to be paid by the Redevelopment Commission directly to
the Ttustae (for the account of the Redevelopment Authority) pursuant to the terms of a lease dated as of June
X, I98S, and amended as of November 1,1991 (the "T.casc"), between the Redevelopment Authority, as lessor,
and the Redevelopment Commission, as lessee. See Appendix C. The lease rental is payable semi-annually on
each February 28th and August 28th. A copy of the Lease and the form of amendment to the Lease arc included
in this Official Statement as Appeadvr B.
"'~,.
_;r
The lease seatal paid by tha Redevelopment Commission during the term of the Lease is requued to be in
ainounta sufScYCat to pay the principal of and interest on the Bonds.. Such annual rentat is payable from ad
:valorem. property taxes levied on alt taxable propertits is the District is accordance with I.C. 36-7-i427. Sea
• Appcndnc B.
BOND RA G
Moody's Iavestoxs Service, Inc. ("Moody's") has assigntd a bond rating of "A" to the Bonds.. Such rating reflects
only the view of Ivfoody's .and. any explanation of the sig~rificance of such zating may only be obtained from
Moodys.
The rating is not a recomnuudation to buy, sell or hold the Goads, and such rating may be subject to revision
or withdrawal a1 any time by Moody's, Any downward revision or withdrawal of the rating may have an adverse
effect upon the mazkct price of the Bonds.
The Redevelopment Authority did not apply to any other rating service for a rating oa the Bonds.
RISK FACTQRS TO 8E CONSTbE~R D_BY INVESTORS
Investment in the Bonds involves certain risks, In addition to the risks described else~x+here in this OffiQal
Statement, prospective investors should consider the following risks:
1. The Bonds aze limited obligations of the Redevelopment Authority, payable solely from lease rentals from
the Lease and certain other funds pledged thtrefor under the Trust Agreement. The Bonds do not
constitute an indebtedness, liability or loan of the credit of the City of South Bend or any political
subdivision thereof, or a pledge of the faith, credit or taxing power of the City of South Bend or any political
subdivision thereof. The Redevelopment Authority has no taxing power. See "SECURITY FOR THE
BONDS " ,;
2. In. tha event the Leased Property should ever he totally or substantially destroyed, the lease rental wdl be
abated during the period in which the Leased Property is unfit for its intended use. However, rental value
insurance wdl be available to make bond payments during the time the lease rental is abated, for a period
of up to two years. If either (i} the cost of reconstruction of the Leased Property would exceed the amount
of insurance proceeds or (ii) such reconstruction cannot be completed within the period of time covered by
rental value insurance, the insurance proceeds wiIl be applied to the redemption of all outstanding Bonds
and the full discharge of all obligations pertaining thereto.
3. In the event of delayed billing, collection or distribution of property taxes by the county auditor, suff dent
funds may not be available to the Redevelopment Commission in time to make lease rental payments when
due,
i -¢
RTI F B
P ` _,., Debt Service
ayjnont Priaccipal Yaterest Boad Year
bate B_ slam rmei aI ate Tn r .ct TQj~ Total
(In Thousands) (In Do}]ars)
3/1/92
9/1/`n 4,28(T
3
885 5395 490% $66,93938 $461,93938 $451,939.38
:.3/1/93 ,
3,545 340
350 5,20alo
555% 17~i,2A1.25
115,361.25 454,201.25
465,361.25
929
$62,50
9/1/93 3,145 360 5.85% 105,548.75 465,648.75 ,
3/1/94
9/1/94 2,835
2
455 370 6.05% 95,11$,75 4b5,11$,75 930,76750
. , .380 630% 83,926.25 463,426.25
3/1/95
9/1/95 2,085
1
695 390
4 650%
° 71,956.25 461,956.25 925,882,50
. , 05 6.70
rb 59,281.25 464,281.25
3/1/96
9/1/96 1,290
875 415
430 6.90% 45,713.75 460,713.75 924,995.00
. 7.10% - 31,3962$ 461,396.25
3/1/97 445 445 725% 16,131.25 451,131.25 922,52750
Totals X280
~~'l'r1_~ATE D St?UItC ES AND Y7SP~4 nF FUN .17S
The proceeds from the sale of the Bonds wit! be applied to refunding the 2488 Bonds and to pay costs incurred
in canneetiou with the r efunding. The estimated sources and uses of funds (excl usive of accrued interest) are
sumsuarized below:
~stimat Sources of Funds:
Proposed Taxable Ttefunding Lease Rental Bonds
.Redevelopment Authority Cash Additions
Total estimated sources
Estimated Uses of Funds:
Funding of Esorow Fund
Undcrrvritera discount
$ond issuance costs
Total estimated uses of funds
TRYST AGREEMENT
The form of Trust Agreement is included herein as Appendix C.
$4,280,000
75,924
$4 3.. 55.924
54,274,430
32,100
49,394
.355.92
The f°rm of Z.ease, including the Lease dated as of Tune 1,1985, and the form of amendment to the I,case dared
as of November I, 1991, is included herein as Appendix B.
-5-
i ~ERWRITij`T~
Thee Bonds are being purchased for reoffering by the Underwriter, Banc One Capital Corporation (the
Underwriter") at a purchase price of 54,247,900 {excluding accrued interest).
The Underwrite: intends to offer the Bonds to the public at the offering prices set forth on the cover page of
.this Official Statement. The Underwriter way allow concessions to ceztain dealers (including dealers in a selling
group of the Underwriter anti other dealers depositing the Bonds into investment trusts), who may rcalbw
concessions to other dealers. After the initial public offering, the offering price maybe varied from Limo to time
by the Underwriter.
LSAT, MATTERS
Legal metiers incident to the authorisation and issuance of the Bands are subject to the unqualified approving
opinion of Baker & Daniels, South Bend, Indiana, Bond Counsel. Copies of such opinion will be made available
by the Authority at the time of the delivery of the Bonds and will be printed on each Bond, A form of rho legal
opinion can be found in Appendix b of this Official Statement. Certain matters will bt passed upon for the
Redevelopment Authority and the Redevelopment Commission by the Attorney for the City o£ South Bend,
Indiana, and for the Underwriter by Barnes & Thornburg, Indianapolis, Indiana.
ITIGATI N
At the font of delivery of the Bonds, the Redevelopment Authority will certify that there is no litigation or other
proceedings ptndiag or, io the 3aiowledge of the Redevelopment Authority, threatened in any court, agenry or
other administrative body restraining or contesting the issuance of the Bonds or in any way affecting the validity
of .any provisions of the Bonds.
As of the date. of this QfS.ois1 Statement, legal counsel for the Authority, to the best of his knowledge, is aware
of no meritorious litigation pending against the Authority wherein an unfavorable decision or decisions would
result in an award or awards which would, separately or collectively, adversely affect in a material manner the
financial eondirion of the Authority.
MISCEL7 ANEnUS
The references, excerpts anti summaries of all documents referred to herein do not purport to be complete
statements of the provisions of such documents, and reference is directed to all such documents for full and '
complete statements of all matters of fact relating io the Bonds, the security for the payment of the Bonds and
the rights and obligations of tht owners thereof. Copies of the Trust Agreement, the Lease and the Escrow-- -__
-- Ageement may be obtained from the Redevelopment Authority at ].200 City-County Building, ??7 Wit
Jefferson Boulevard, South Bend, Indiana 4b60L
The Redevelopment Authority has made no provision to provide any annual financial statements or other Credit
information to investors on a periodic basis.
This Official Statement is submitted in connection with the sale of securities as referred to herein, and may not
be reproduced or be used, in whole oz part, for any other purpose. The delivery of this Official Statement at
any time does not imply that information h/.rein is correct as of any time subsequent to its dart.
r~
U
-b-
'Any statemauts is this Official Statrmaat iavotving maiteTS of opiaion, projections or estimates, whether or not
cxpressly so .stated, are intended as such aad aot as representation of fact. This Official Statement is not to be
cc~sstrued as a contract or agrte:acnt bctweea the Redevelopment Authority and the purc.hascrs or owners of
any of the Bonds.
The cxecutian of this Offiaal Statement has been duly authorized by the Redevelopment Authority.
Dated; November 13, 1991 SOTJ1'H BEI~? REDEVEI.OPT~.ENT AUTF~ORITY
By;
President, R~dcvelapment Authority
•
•
-7-
APPk:NDIX A
n
LJ
TARL~ OF CO NTS
.~~
ProjcctPersonnel .......................................... ..................... A-3
General Physical and Demographic IaformaC:on ..................... .................. A-4
Location .... .......... ..,........................................... A-4
Hastozy and General Characteristics ............. • . • . , , .. , ... • .................. A-4
Population ........................ ...................................... A-4
Government ....................... ............... ................... A-S
Transportation ................. ........................................ A-5
Police and Fue Protection .................... ................. • • . • .. , • • • • A-5
Educa$on ............................................................. A-S
Comnaunication ........................................................... A-5
Utilitics ................................................................. A-6
Health Care .............................................................. A-6
Retxeation/Culture/I.abrary .................................................. A-4
General Economic and P'wancial Information ........................................... A-7
F'uiancial Inatilutions ....................... . ........................... .. A-7
Industry ................ .................,..................,.......... A-7
Large Employers .......... .... ......................................... A-9
Employment sad Labor Porce Distribution ...... ............................... A-l.0
Historical Schedule of Total Tax Ratc and Detail of.City Tax Rate .................
Property Taxes Assessed amd CoIJected ........................................ .
Building Activity ... ...... ............................................ A-16
Historical Net Assessed Valuations of the City of South Bend ..................... . .. A-1G
Detail of Net Assessed Valuation of the City of South Bcnd ......................... A-17
..Large Taxpayers. ....... :............................................... A-X8
Schedule of Bonded Indebtedness ... .......................... ............ A-19
Notes to'Bonded Indebtedness ......................... . ... . . . ... . . • . • ... • .. • A-2A
Debt Ratios ......... ................................................... A-24
Pension Liabititics ........................................................ A-?.4
Comparative Balan~ee Sheet -,411 City Funds .................................. . .. A-_
Comparative Statement of Revenue, Expenditures amd Changes is Fund Balance .......... A-~
C~
PROJECT pFRSOrrxEL
Names and positioms of oft-uaals of the City of Sot:th Bead and proftssioaals whA have takan gait in the glannirag
• of this bond issue are:
~yo'i'
Honorable Joseph E. Kernan
.S~t~X.~~4~a
Kathe!r;nh Humphreys
~;gmmon Council
Donald Niczgodsl'i, President
Ann Puzzello, Vice-??resident
Sean. Coleman
Loretta Duda
Eugene I,adcwski
Stcphea Luecke
William Sodrsberg
Linos Sla~vinskas
7'homss Zakrlewski
Redcvelonment Commirtsion
Paula N. Auburn, President
Roman J. Piasec33, Vice-President
Michael Donoho, Secrciary/Treasurer
Sandy Combs
Phdip J. Factcnda
kedevelopment Authority
Joseph W. Wroblewski, president
Andre B. Gammage, Vice-President
Donald K. Fcweil, Seeretary/~7reasurer
Ytichard A. Nussbaum II, Attorney
Department of Economic Develcmmen
Joa R. Hunt, Executive Director
Ann E.1{olata, Deputy Executive Director
~7nderwriter Undcnvriter's Counsel
Banc OnE Capital Corporation B~~ ~ Thornbui.8
121 Manurueut Circle -Suite 1101 13L3 Merchants Bank Bw1duig
Bank Gue CenterJTower 11 South Meridian Streei
Indianapolis, Indiana 46277-OI11 Indianapolis, Indiana 46204
Bond C:ouns~
Baker & Daniels
205 West Jefferson Boulevard
South Bend, Indiana 46601
• A-1
ENERAL PHYSICAL AND DEMOGRAPHIC INFORMATION
ti n
The City of South Bend is localcd in St. Joseph County in north central Indiana, approximately 140 miles north
of Indianapolis and 90 miles east of Chicago. The Cily borders on the State of Michigan and is commonly
known as the "Michiana" area. _
History and eneral Characteristics
The City of South Bcnd was incorporalcd in 1865. In the 1800's Potawalomi Indians, lrappcrs and missionaries
traveled through sections of South Bcnd on the banks of the St. Joseph-Kankakee River. The Indians and
Frenchmen settled in the beautiful area surrounding the southern most lip of the St. Joseph River (to be known
as "South Bend"). Through the years many businesses started in South Bcnd including the Sludcbakcr Brothers
Manufacturing Company which became the largest wagon maker in the world. In 1842 the Holy Cross Brothers
founded Notre Dame University which has grown to over 1,200 acres and 10,000 studcnls. Notre Dame provides
a positive impact on South Bend's economy (estimated at $432 million per year pcrUnivcrsity sources) and on
the community.
The South Bcnd area has a mix of agriculture, manufacturing, commercial and tourism industries. This
diversification provides the city with varied employment opportunities and provides for a strong economic future.
PoRulation
The population for the City o[ South Bcnd and SL Joseph County is provided by the U.S. Bureau of Census.
City of South Bend St .Joseph County
• Percentage Percentage
Increase/ Increase/
ulation
P Decrease Population Decrease
Year op
1940 101,268 (2.$)% 161,823 1.1%
_ ....... _ _-_.._- _... __ 1950....... 115,911.... 14.4 % 20S,OS8 26.7%
1960 132;445 14.3 % 238,614 16.4%
1970 125,580 (5.2)% 244,827 2.6%
1980 109,727 (12.6)% 241,617 (1.3)%
- 1990 lOS,Sll (3.8)% 247,052 2.2%
• A-2
St9YS'
• , .The. City government of South Bend. is comprised of a Msyor, a nine member Common Council and City Clerk
alI elected to four-year terms of office. T'he Common Council is composed of six members elected from districts
and three members at-large. Supplemental governing bodies include the Redevelopment Commission, Board
of Public Works, Board of Safety, and Board of Pazks and Itccreation.
Transportation i$ easily accessible in South need with intetxtates 1-80 and 1-90 canning east and west and U.S.
31, the main north/south mute i~a the City which leads travelers to Michigan vritIsin minutes and Indianapolis
is less than #hree hours. In addition, 45 truck lines provide carrier services. Dive rail sysotems~oo d Amtrakt
and passenger service and- the Chicago South Shore Iane connects w-th downtown Cbucag p
provides service to major U.S. does also. Bus transportation within the City is provided by the municipal bus
service (Transpo} and STS Por the elderly. Three major bus Iincs provide travel to many dues in tine United
States. The Michiana Regional Airport serves the City with nine passenger Bares providing flights to major cities.
Commuter and freight service flights are also available. Chicago's p'Harc Airport is located apprmdmately 120
miles from South Bend.
~,,ticA and Fre Prote 'on
The City of South Bend Police Department provides polies protection for residents of South Bend and consists
of 230 officers and 105 vehicles. The department consists of K-9 patrols, a swat team, metro drug task force and
bicycle and motorcycle patrols.
The South Bend Fire Departuaent includes 212 firefighters with equipment consisting of pumpers, river res-cue
• boats, ambulances, ladder trucks and hazardous materials trucks.
ti
The City of South Bend is screed by the South Bend Cousmunity School Corporation. The Penn Harris-Madison
Scb,ool Corporation provides public education for a small portion of the City. The school systems provide a
variety of academic and extracurricular 8ctrvtGeS.
The South Bend School Corporation includes five high schools, five middle schools azrd 25 elemcntaries with a
total enrollment of 21,427. Certified staff includes 1,472 and non-certified staff includes 1,028 employees.
The Penn-Harris-Madison School Corporation has an enrollment of 8,145 students for the 1991-92 school year
and has a cez~titicd staff of 454 and anon-certified staff of 309.
South Bend has nine institutions of higher education andJor technical training including the University of Notre
Dame, St. Mary's College, Indiana University at South send, Bethel College, Holy Cross College, a Purdue
.Program, Indiana Vocational Techzrical College, Michiana College and Aavenport College. These educational
institutions have a total enrollment of over 20,000 students.
mv~ in
Communications arc provided by the daily Sc,uth Bend Tribune and the wCCklyST1 ounty News. Several AM
aAd FM radio stations vrithin. South Bend and Ell:hart, as well as .stations from Chicago, provide news and music
to a variety of listeners. A.ll major television networks azc available to residents of the City with signals
originating in Elkhart and Chicago. Cable television is also available throughout most of the City.
A-3
~~l~S.
. T}ae City of SouthBend receives natuzal gas from Northern Indiana I?ublie Service Company (NIPSCO), electric
service from Indiana and Iviichigaa Efed~ie Company anti telephone aerv~cc frets Indiana Ball ?'elcphoae
Company. Water and sewage treatment and collection are provided by the City's municipal utilities.
Hr~th Care
_. The City of South Bend and the Michiana area is served by four acute care hospitals: Memorial Hospital,
Michxana Community Hospital, St. Joseph Medical Center in South Bend and St. Joseph Hospital is Mishawaka.
Memorial Hospital >a a 52b-bed hospital with 2,800 employees. The hospital is undergoing eatansive growth
including a 59.5 million ambulatory care and outpatient surgery confer.. The center will provide six operating
rooms, two of which wi,U have laser equipment, and admitting and recovery area. This project is expected to be
completed by November, 1.991., Additions and renovations also include a $i million Leighton Centex for senior
resources which was completed in mid-1991., a SL8 million expansion of the open heart recovery area and a
renovation o[ the pediatric intensive cart center.
The St. Joseph Medical Center employs 7,,900 fail and part-time employees and is licensed for 339 buds. They
opened a S8 million outpatient care facility in January of 1984. The hospital is also undergoing several internal .
remodeling projects and additions, including more operating rooms.
The Michiana Community Hospital employs 450 -and is a I.07-bed hospital.. Charter Hospital of South Bcnd is
a psychiatric care facility with treatment programs for alcohol and drug abuse. In addition, there arc 13 nursing
homes in .the City of South Bend,
~tecr_ eat_io~/CuIfUTCjLibr
• The City of South. 73end has awide-variety of recreational faciIitics available to the residents. The City has 71
public parks covering 1,400 total acres which provide swimming pools, softball and baseball diamonds, tennis
coatis, 35 supervised playgrounds and a recreational center. The Parks Departbacnt also provides two 18-hole
championship golf courses and one 9-hole coarse.
The City of South Bend is the home of the South Bend White Sox, a m.uzor league team of the Chicago White
Sox Covclcski Regional Baseball Stadium, named after Hail of Famer, Stanley Covelesld, is .anew 5,000 seat
facility which is rated as one of the best stadiums in minor league baseball and holds sold-out crowds during the
White Sox•s season. In 1989 the teaux won the Midwest League Championship anti placed thud in attendance
is comparison to alt Class A teams. In 1991 the crowd attendance was a record high total of 221,071. -
The St. Joseph River flows thxough the Cary and provides scenic and boating pleasure. The olynapic-class East
Race Waterway runs adjacent to the St. Joseph River and is a 2,000 yard man-made rafting and kayaking course.
This waterway is the on}y man-mach white rapids in the United States. Ia the summer, national and regional.
competitions arc held on the course.
Other attractions inciudc the Morris Civic Auditoz~urn which offers .Broadway playa and fhe South. Bend
Sympb.orry, the Studebaker Museum which houses a collection of carriages, wagons, cars and trucks, the
Potawatomi Zoo and the Morris Conservatory. Century Center, located on the r~ivcrfront park, has 54,000 square
-feet of exhibit and convcatioa space available as well as a recital hal3, performance area and theatre.
Activities are also available ai the many colleges and universities in the City, cspcaslly St, Mary's College, Notre
Dame University, Bethel College and Indiana University at South Bead.
A-4
The St. Joseph County Library, as well as the Indiana University at South Bead Library, and the Mishawaka-
Peon Library provide a wide range of h'brary services to reside~ats of the area..The St. Joseph County Library
is currently aompletiwg S8 million of renovations and additions to several branches. One addition to the largest.
library branch is completed, as is a parking lot addition at another location. ~"he 40,000 square foot addition to
the main library is expected to be completed by late 1991 or early X99Z,
,~NERAL ECONgMIC AND~TNANCIAI. I ORMATTON
'Zhe following is a list of financial institutions in the City of South i3end. 'Z'otat resourcxs are reported as of
September 30, 1990 ss follows:
Number of
Nusuber of Locations in Reported
J.~~tions SouthBcnd Re~nrces
Standard Federal Bank 114 3 59,674,570,000
First Source Bank 27 12 1,162,874,000
Society Bank, Indiana 42 11 1,115,200,000
Azneritrust National Bank, Nfiicbiana 27 1 1,009,036,000 (1)
Valley American $ank & Tictlst Co. 20 8 524,564,000
Norwest Bank Indiana 8 8 256,108,000 (2)
Sobieski Federal Savings & Loan Assoc 4 4 65,841,000
Midwest Commerce Bank 16 1 668,598,000
Summit Bank of South Bead 1 X 1.9,7X3,000
(1) Was fozxuerly known as I'ionecr Fcdcral Savings & Loan Association. Was bought out by Amcritrust
May, 199(}.
(Z) Was formerly known as First Interatafe Bank. Was purchased by Norwest on January 30, 1991.
~~
The industries of South $end manufacture a variety of products inc]uding engine controls, plastic pipes, vinyl
sidi~og, electric switeiaes and gardem tractors. T}ae Micbiama azea provides varied employment opportunities. The
average total employment as of August, 1991, was 130,1$0, wish an unemployment rate of 5.2°k as reported by
the Indiana Departu~eut of 1~znpIoymeAt and Traisxi~ag Services. The attraction of new business and the
development of four industrial parks has expanded the econozrzic base during the last five years.
In early 1990, 54.4 million of Redevelopment District bonds were sold and will be used for the acquisition and
demolition of the old industrial corridor that previously housed the Studebaker plant. Anew industrial park is
currently being dcvcIopcd and will provide for more economic development opportunities izl South Bend.
$endix Aviation .Corporation, initially an automotive brake factory is now a major part of Allied-Signal Tnc.,
composed of fbrcc major businesses: aerospace, automotive, and engineered materials. Today, Bendix carbon
brakes arc used in a number of commercial and military aircraft sud is a world leader m this field.
Small manufacturing firms (50 employees or less) are a growing force iu, the area's economy with 80.8. percent
of aII St. Joseph County manufacturing firms being within this category according to the Indiana Department of
Employment and Traiuang Services.
A-5
Retail and shopping facilities also employ a large work force in the South Bend area. There are three enclosed
malls and several shopping centers throughout the County offering consumtr goods to residents.
• The tollawing are excerpts from the South Bend-Mishawaka area Chamber of Commerce reports on business
expansion and new investment activity i~a St. Joseph Gounty.
AIR ORT 20]0 PROJECT economic development project was guaranteed $435 million in the state funds
to finance the start of necessary infrastructure. The money will be delivered in two parts, the first being 51.8
million for improvements to the tollroad interchange that will permit direct access to the project arcs. The
second is 52.55 mdIio>a far realignment of Old Cleveland Road to provide maxiu~um access to proposed
building sites„ The funding wilt allow tnginccring work to be completed over the winter so actual
construction can begin next spring. The City of South Send has already invested more thaw 56 million in
the 3,500 sae site just north and west of lvfichiana Regional Airport. Oa1y one more parcel of lead remains
to be purchased to complete the land acquisition necessary to the gro}cct. Tho pmjed is expected to create
or retain 27,000 jobs over the next twenty years and add Sb80 million in private investment to tl~e South Bend
economy. These murabcra make Airport 2410 one of the }argest develogmcnts in. Indiana state history.
AL I N ER ND E B is finishing its new
two story engineering building addition at 3520 W. Westmoor Street. The SS.S million, 57,000 sq. ft. facility
will provide a contra} location for engineering activities amd ItdcD design. and prototype testing. t:anstructioa
is Cxpected to be completed in February, 1992.
~DERAL EXPRESS air cargo center recently went into operation at the MicIuana Itcgionat Airport's west
cargo ramp, located .oa the north side of U.S. 20 sear Mayflower Road. With cargo growing at the rate of
five to six percent a year, the new center is equipped with elaborate tclecommunicatioas amd computerized
package tracking systems. To provide more efficient service, the company has relocated the Elkhart center
unto the 55,000 sq. ft. SouW Bend building.
• A ,anew sub-division located IO .acres south west of Miami Street sear Jackson
Road, has .two model homes open and nine other homes under construction. Being developed by Jack
Plickcy's Roja pevcIopment Co., the project will have a total of 253 dwellinpls, including 725 single family
houses, ?8 villa houses, and 50 condominium houses. The houses will sell irs the range of 595,000 to
5140,000, and the villa and condos from 5$5,000 to 51x0,004. The area has been annexed into the City of
South Bcnd.
I/N KQTE, the 5500 million addition to IJN Tek in New Carlisle, recently began operations oa the fleet of
its two zinc coating lines. With a capacity to produce-900,000 tons of galvanized steel per year, the plant
could supply as much as IS% of the galvanized steel needed by the country's automotive market. When in
full production, I/N Kote expects to employ 240 people with an amriual payroll of about SIZ million.
Another 580 million is requited to operate the plant per year, much of which will. be spent locally.
INDIANA UNIVEF~SITYAT SOUTH BEND is ee}ebrat"tag its silver anniversary, and its largest enrollment
of students with planned renovation and new construction. Current funded projects include:
• Northside Hati renovation inducting the gutting anal reworking the science atzd computer labs.
• Coca-Colt Bottiin lint acquisition making room for a new 100,000 sq, ft. facility with S1bS million
approved by the state legislature.
• Landscaped Malt in front of tits Srhun. La'brary, creating a central unifying point to the Campus.
• ~y Re.~crve Center on No hsidc Boulevard undergoing a SLi million renovation for the Purdue
TecbnoIogy Program by January, 1993.
• Lan urchase of 23 acres across the St Joseph River for developing student apartments and
athletic fields.
A-6
• ~ , Tn~e + ion ~vstem representing a 52 sn.iilion state-of-thwart "electronic Classrooms"
between ZtTSB, Elkhart anal ~loomisagton.
1;USB is planning for 12,000 students soon after the year 2,000, and is following a ten year zaastcr plan with
_ a price tag of about 5110 million.
INN AT SAINT MA. YiS, a joint venture between .the Sisters of Holy Gkoss and Holladay Cotporatioz~, is
now wader construction on the northwest corner of Aouglas Road and U.S. 33 at the edge of Saint Mar}~s
campus. The sprawluag thrco-story S6S mitlion. hotel will. be simitar in design to other campus buildings, but
will feature a three-story glassed atrium. Wben completed the 120 room iia~aitcd service hotcI will be
operated by Lodging Hosts, Inc. of Washington.
MAD?5ON CENTER, the state designated county mental health hospital provider is building a new 58
million, 60-bed psychiatric hospital, financed through a county economic dc~vclopment revenue bond. Ax a
joint venture with the county, the facility will sern elf ages, and accept patients rtgardless of income. Having
tbrcc IIoors and some 59,000 sq. ft. of space, the hospital is ezpeded to create about 140 new jobs and
generate an annual payroll of about SSS uaillion, The facility is located just west of Madison Center's
current building at 443 B. Madison Street in South $tad, Plans call for the hospital to be completed by 3'uly
1, 1992.
j~rCFl•LANA REGIONAL AIRPORT now has three .distinct aeronautical facilities and entrances:
1) Commercial airlines passenger terminal off I. ineoln Way West.
Z) General aviation center on Lathrop Street for vse by private corporate planes. ''
3} West Cargo Ramp located off US. 20 near Mayflower Road where the Federal Express Air. Cargo
facility just opaned.
.Other current airport projects include the construction of a 52 million safety building southwest of tlxc
passenger terminal near US. 24, the moving of four airplane hangars to the new general aviation center on
the north side of tb.e field, and installing almost 4.3 miles of security fencing on the north property line. The
'' next pro}ect to begin is the addition of a second east-west runway for smaller aircraft. Witb~ the acceptance
of a federal grant to cover zaost of the 51.7 raiUion cost, the 4,300 ft. ru:away project can start this fall. The
first phase of Tearing the land should be done by winter, allowing the second phase of paving and lighting
to begin next spring. CoAapletion is czpected by late summer or early autumn of 2992.
__ ~IDW'EST ACCEEI'ANCE CORPORATION gained the zoning necessary to bviJd a major apartment
project, to be called 73eechwood Trails, at Linden and Clemens Streets in South $end. Planved is a 514
million development of 122 multi-family vn.its on the heavily wooded 12.4 acre site, Costsisting of ono, two,
-and three bedroom townhouses, the apartments will rent for 5400 to 5600 a month. Construction could
begin sometime in ]991.
,$T. JOSEPH UNTY PUBLIC LIBRARY will complete the massive 56 million ranovatioa and new
addition in November, 199E The Iibrar}~s new cntrsnec at 344 S. Main Street, (the original 1876. address),
is dominated by three large gJacs concave windows covered by a flowing canopy. Built with eery access and
visibility is mind, the library added parking spaces and centralized elevators and staircases with information
and reference areas. Rededication for the entire project will occur in February of 1942, in time for the
library's IQ3rd anniversary,
~S2LZT~T BEND COMMUNITY SCHOOL CORPORATION awazded contracts worth 5'1,17 million for
construction of a new elementary school on the west side and 52.44 million for a new auxiliary gym at
Washington High. School. The new grade school with a S00-student capacity is expected to alleviate the
overcrowding that has happened on the west side. $oth projects are expected to be completed by Avgust
A-7
1.992. Other school building projects underway arc a two year SL4 ma,Ilion addition and remodet to Pierre
I~iavarre Elementary School, and a 5900,000 Jesse Dickinsoa Middle School remodel, gutting the interior to
replace the open concept with walls to create zegular classrooms. -
SOjJ'i.H BEND 'Ft1BUNE plans a 51.0 million cxpa~asion on the soon-to-be cleared site of the former
Colfax Theater in dowatowa South Benda Proposed is a 55 million two story 25,190 sq, ft. building addition
to the Tribune's existing building of 225 W. Colfax The first floor will house expanded produdioa facilities
with about 55 million in new production equipment.. Offices will be located on the second floor and the
existing receiviAg paper loading dock relocated to the cast side of the addition.. With plans anal financing
already approved, construdion could atari early next year.
TTNT'tBRSII~OF NOIRE DAME eontuaucs in the midst of the largest constructior boom in the school's
149 year history as it begins to observe its 150th an:uversary in 1992.
CURRENT PROJECTS:
~DWA~D ~. DEBARTOLO CIrASSROOM FACILf'f'Y under construction, is the most expensive
building to be constructed by the University. The Si9.6 million, 130,000 aq. ft. state-of--the-art
educational facility will be conzpletcd by fall 1992.
FISCHER GRADU,~T'E STUDENT RFSI~ NCE ~PLEX with Z98 units, is being constructed in
two phases at the estimated cost of SI1,300,000, x'hc first phase of the project will be completed -this
fall, and the second by next spring,
ST Iyf TC EL'S LA(TNDRY is under construction behind the credit union and support sezvice building
o££ Douglas Road. Estimated to cost 53 million, the facility should be ready for use b'Y the second
...semester.
• j,~rgc Bmp ov rs
Below is a list of South Bend's lar$ecf employers. Medical services, government and educational institutions
reported enaploymeat includes full and pari time employees. Reported employment is according. to compamy
personnel or the South Bend-Mishawaka Chamber of Commerce.
Reported
ame -lie o Business Emplavment
University of Notre-Dame ---- - - -~-Higher educatsoa 3,332
Memorial Hospital Acute care health facility 2,800
South Bend Community School Corporation Public education 2,300
Allied Signal Divisions AizpIanc and auto parts 2,298
St. 7oseph Medical Center Acute care health facility 1,900
City of South Bend City government 1,300
LTV Missiles & Electronics Military production 1,100
Uniroyal Plastics Company Plastics manufacturing g,50
A-8
St. Joseph County County governzncnt 900
_ 1st Source Bank ~'inanaal institution 644
~pr
pmnloy~~nt nd Lab r ce ata
,
Uaezoployment percentages for St. 3oseph County are reported as provided by the Indiana Employaent Secuzity
Division and tine Indiana Department o~ Employment and Training S ervices.
S7nem~1Q yrnent Rate St. Joseph County
,~~r ~~oseph County n inn Labor once
1982 9.4% 10.0% i?3,100
19'$2 9.9% 12.0% 120,200
1983 9.1% 1L1% 118,800
1984 7.3% 8.6% 118,700
.1985 6.9% 7.9% 1?.5,200
1986 5.9% 6.7% 12b,500
1987 S.6% 6.4% 127,300
1988 4.9°10 5.3% 13(},760
1989 4S°1o 4.8°la 133:640
1990 5.4% 5.3% 7,30,700
1991., thru Aug. S.2% S.4% 130,180
j,.~bor Force Dis ibution
According to the zudiana Department of Employment and Training Services, the distribution of employees by
establishments is as follows:
Esta lishmcnt_Emp~q ~rncnt _tIn_Tro~, ands,
~ld~', 1~1 JUIy 1990°a'~S..B.~
Manufacturing:
Durables 143 7.43 0%
Nondurables 6.6 7.1 (7.0)%
Non-Manufacturing:
Contract construction 7.9 7S 53%
Transportation, communications
and utilities S.6 S.8 (3.4)0
Trade -Wholesale 7S 7.6 (7..3)%
Trade -Retail 23.6 23.7 (0.4)%
Finance/in$urance/zeal estate 6.6 6S IS%
Services 35.0 34.1 2.6%'0
Government ~,Q ~S ~~
Total 119.1 118,4 .tea
A.-9
According to the .Indiana Acpartmertt of rmploymeut and Training Servixs, based upon umemploymeat
inawance covered payroll, carvings by major cmployrnent divisions is 1990 for.. St. Joseph County were as follows:
Pcrcant of
Inds ~
S622,393,518 26.21°~(v
..Services 618,222,079 2b.04%
ManufacturiAg .435,930,342 .18.36%
tail trade
e/rc
Wholesa
Government-local {iracludiAg public schools)
state and federal employers 10.66%
253,065,420
03°10
6
Contract construction sAd mining .
1.47,844.714
Transportation, communication 927 63°10
903
147
and public utilities
Fuaanec, insurance and real estate ,
,
5.89%
139,819,709
~~°
ggricullure services, farming _~:7d2~.7S3 --
Total l
~? ~`~
A.-10
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•t ;
(Per St. Joseph County Auditor's Office)
Personal
Year
~
~.~~ 'lift ~
1981 S278,44x,653 518,358,130
970
957
18 5112,828,582
114,710,976
2982 279,874,483
619
280
?.82 ,
,
20,455,950 122,148,057
1983
.1984 ,
,
282,089,E
4 20,873,970
060
973
21 114,996,397
103,898,740
1985 281,152,03
744
893
2$4 ,
,
~
20,967,360 127,172,17b
1986
1987 ,
,
285,897,178
'
20,633,920
020
850
20 1.23,167,379
907,516
~+
1488 290.~
l+~g
013
823 ,
,
20,343,450 221,251,803
19990 ,
494,756,776 ?A,268,470
710
934
23 1.31,705,499
1.4x,156,562
1942 450,489,492 ,
,
TQ.t~I
5409,627,365
413,543,429
422,886,626
417,959,62b
407,023,834
433,0'33,280
429,69$,47'7
434,054,735
434,418~?b6
646,73x,745
614,580,764
NO'X'E: The zeal property assessment in Xndiana that was effectia ble ''m 1980 throulrh 1988 utsxea payable is
of Iand, material and labor, and applied to 1979 taxes p ya
2989. •~~ real property reassessment effective. Match 1, 2989 is based upon 1985 costs of land, material
and labor, and will apply to 1989 taxes payable in 1990 v~ ~h N t as~sessSCd valuations repF seat~tbe
purposes assessments are made at 33 1/3% of true the bland
assessed value less certain deductions, such as deductions for mortgages, vetcraAs, the aged,
and tax-exempt propcn3'•
The net assessed valuations also do,nt include valuation of the City~s Urban Enter ~u~c
abated valuations, and tax incremental assessed valuation. The personal property
of the Urbata Enterprise lone totaled 522,786,780 for tax year payable 1991. This valuation is
removed from the tax rolls £or a period of tcn~ years which began is 2984. Real and personal
property tax abatements reduce the tazablc valuation of property by decreasing amouAts over
a test of up to ten years. The total abated valuation in payable year 1991 was (532,845,630j•
The tax incremental assessed valuation which will. evcntnaUy bccvme part of the tat base totaled
538,558,867 in payable ycaz 1991• Tax incremental assessed valuation was also not included in
the tat base in previous years.
A-14
t
s the Ci
(Per St, Joseph County A a~tble 1991~.>
For the tax year 19911 p ya
Value of land and lots
Yalue of improvements
Total value o~ real estate
~; Mortgage, veterans', age 65 and
otbcr dcductious
T~_~mpt property
Net valuc of real estatc
Ut'~lities
Personal property
Less: Deductions
Net value of personal property
Total net assessed valuation
LJ
S 94,~,~
„546..8.04Q
640,646,7?a
(17,4,44b,892)
,~Zt,214.~.~2
454,489,492
?3,268,470
S196,881,042
~ ~~)
~:~7~
,x.638,515.474
A-7.5
~~~
a ers in the City of South Bead as shown by the St. 3oseph County Auditor's
The followirsg is a 1'ut of large tarp Y a blc in 1990•
office-and the State Board of xaz Commissione:s. Net assessed valuations arc for tauoes p ya
Nct Assesxed
Valu~tiosL
.~u~ ^f ~nsin s
_ 2g,780,52A
Power Co. Electric utility
Indiana Michigan
. d S24,588,650
Allied/Beadix Corporation
Indiana Bell Telephone Co.
Northern Indiana Public
Service Co.
AM Ocneral Corporation
New Energy .Company
Edward Rose of Indiana
A~mcritccb.
• Marriott
RACO, Inc,
Total
Mfg. of aurplanc an
auto parts
Telephone utility 19,697,590
Gas utility 12,671,080
Military trucks 12,476,510
Ethanol plant 11,562,7?A
Apartments and real estate 1.1,003,300
Communications 6,725,150
Hotel 5,012,540
Mfg. of electrical switches ~~
and bones
~~~
The total net assessed valuation of the ci oo~Sri ~ asBesscd value. year payable 1991 is 5614,580,764• The ten
largest taxpayers zepresent 22.33% of th
A-1G
~ ~~,~r~nl o£ $on a
bonded indebtedness of the City of South ~cnd and the t~dag
' • The following scbcdute shaves the outstandiu8
1991 as reported by the respective t~$ units.
l
1
units overlapp'u~g ita jurisdiction as of J y
.,
u
Percent Amount
Allocablc Allocable
to City of to City of
~~~.w Tax SuDn~~~f Debt
~U c~1LtD,~ ~ u B d
Direct Debt:
~~DV~opmcnt Authority $20,120,000
$7A,1?A,000(1) 100% 700,000
00%
1
Park District
Redevelopment District .
700,004(2)
4 900,000(3) 100%n 4,900,000
City of South Bend Lease
817(4) 100% ~
545
7
Debt ,
,
.
Total D'uect Debt
Overlapping Dcbt:
Soscph County
St 8~~-~(~ 44.6%
.
St. Joseph County Public Library 6
9,750,000( ) 64.6°10
°
South Bend Community Schools
Penn-I-iarris-Madison Schools 17,039,637.{7}
65,780,808(8} 66.1.
10
2.4°10
St. Joseph County Airport 275,000(9}
1 44.6%
Authority ,
Mishawaka ken~a Township. 2
000(10)
315 2.1%
Public Lbrary ,
,
_ Total Overlapping Debt
Total Direct and Overlapping Ibdebtedness
i ^~nu SuDnorted Debt:
City of South Bead
AdditioAal debt which is not an
obligation of the City includes:
Tax Incxcmental Financing Bonds
$12,540,000(11) 100%
$ 7,515,000(12} 100%
3,746,400
6,298,500
11,263,197
1,578,739
568,650
~,~
12
5 7.5
A-17
~ rPQ r~ B ndeslln~S~.C~
• 1 1990 Taxable. Lease Rental. Revcnuo Bonds (A.irport ~ 4,200,Od0
() pconoa1ic Development Area Pabtic Improvement Project)
1990 Tax-Exempt Lease Rental Revenue Bonds (A.iarport 2,355,000
Economic Development Area Public Improvement Project)
3,990 Lease Rental R.evenuc Bonds (South Bend Central 4,895,000
Development Area Public Improvement Project) 4,384,000
A •fpA (Yl(14
lg$8 Lease Rental Revenue Bonds (Parking Garage Facility) ^.,a,~,taS~Si~
1991 Taxable Lease Rental Revenue Bonds (Covelcsk's Stadium. Refunding)
Total
(2)
(3)
(4)
~::
• Estimated par anoount ('T'his Issue).
Note: Although all the RedevdopmentAut cntal Bonds and the Bonds aurrent[y being issued to r~efun those
tax pledge, the. CovCleski Stadium Lease R e other Lease
bonds, arc the only bonds intcndemd end d to be paid (and thos alssued actually axe beir'B p~'d primarily fronn
Rental Revenue bond issues are a revenues.
tax inaement revenues .and other revenues such as parking gar 8e
~~
i98x Park District Bonds
199tt Redevelopment District Bonds (Studebaker Corridor Project)
Century Center Civic Center Lease
Studebaker Museum Land Contract
Master Equipment Lease ufer System
police, Fire, EMS CAD Comp
Leaf Loaders
p"ue Rescue Utah awd Atnbu]ance
IBM Computer Lease
Maintenance Facility Certsficates of Participation
Tow Truck
Fire/EMS Equipment
F'uc/Street Trucks
Total.
(S} St. Joseph County Cagital Improvement Bonds
Jail Renovation Bonds of 1979
Welfare Funding Bonds of 1991
Total
(~ South Bend Library Leasing Corporation
Gsreral dbligation Bonds -Series, 1988
Gcnezal Obiigntion Bonds -Series, 1989
Total
$ 3,519,5X3
?AG,715
.219,6$7
281,210
7.13,187
0
834,377.
1,171,723
4,311
158,041
~~
S 4,000;000
900,004
x,500.004
S g•400,Q44
S ?,7.30,044
3,784,004
~~
A-X8
(?~ General.Obligation Bonds of 1988
i South Bend Middle School Building S 4,410,000
Corporation.'.. ~3,Zl.d~
Less cash sad ~vestm.enta
Common School Bdonds~ 1990
Judgement Funding Project
West Side School Building
Total
(g) Bittersweet School Building Corporation
p~vl School Building Corporation Refunding
Bonds (private)
Elm Road School Building Corporation Bonds
of 1986 (private)
Penn High School Building Corporation
Participation Certificates of 7.987
Brick Road School Building Corporation Bonds
of 1988 (private)
Common School Farad 7.oans
veterans Memor'sal Loan
1991 General Obligation Bonds
Total
(9) St. Joseph.County Airport Authority
• Ge~oeral Obligation Bonds of 2977
General Obligation Bonds of 1985
Total
(10) 1,987 General Obligation Refunding Bonds
(11) 1989 Sewage Works Reveaue Bonds
Capital Lease Debt:
Sale I,easebacl: of Off~treet Parking Facility
Total
(1.2} 1985 Tax Zacrement Financing Bonds
-1.986 Tax Iacxcmcnt 1~'iaancia$
1,988 Tax Inacmcnt Financing Bonds
Total
•
S 2,050,000
4,406,886
1,,122,746
20,000
,.„Q,254,004
~¢~
5 2,245,000
7,960,000
4,360,000
36,639,309
5,657,831
3,329,4].8
289,250
565.78$
S G00,000
.675.044..
.~.~044
S 9,500,OQO
3,040,000
S 4,025,000
1,750,000
.~+~
A-19
j~ebt Ratite
' schedule rese~ts the ratios relattvd to the prope~y ~ supported indebtedness of the City of
The foilawuig P
South Bead and the taxing tm'sts overlapping its jurisdiction as of 3uly 1, 1941..
Allocable xotsl
}direct Debt Portion Direct and
Inelud'zng of All Other Overlapping
Pxoposcd Tax-Supported Sup~p~rtcd
Issue Dcbt
,~3~5,$~Z 9.~ .~.~6 ' ,9,918
Pcr capita {i) 53JS.28 5222.76 5583.05
Percent of net assessed 9.7A%
valuati~ (2) 5.41°10 3.82%
Percent of assuu~cd market 3 08%
value (3) 1.g% t.27%
(].) Based upor-1990 census data, the population of the City of South Bend is est'unatcd at 105,511.
(2) The net assessed valuation of the City of South Bend for taxes payab3e in 1991 is Sb14,580,764 according
to the St. Joseph County Auditor's office.
(3) Assumes that the net assessed. valuation is 33 1/3% of fair market value.
•
A-?A
~4 iii ie
• m 1 of the City of South Btnd hgve pensions fnaded under thin Pubt-c Employcc's Retirement Puad
~ p~
ERl~} of the Skate of Indiaaa. Provided below is a etobar,30, Xggfnthe City ~ d e~ em'P ~ ~~ ~
PfiRF computed on the basis of arnor6T.ed cost. At 0~
T'ERF.
City of South Scad
•
•
Uafuadcd 1990
Accrued Employer
Liability
~ ~~n /p~ Percentage of
C'ntttr~'t~Ut?~oi1
S9,068,984 5.75°k
A-2J.
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117 v
APPENDIX B
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882420(.?
LEASE
Between
SOUTH BEND
REDEVELOPMENT. AUTHORITY
and
SOUTH BEND REDEVELOPMENT COMMISSION
Dated as of June 1, 1988
(Stadium Facility)
T
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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
i Section 19. Successors or Assigns
Exhibit A Real Estate Description
i
i Exhibit B Permitted Encumbrances
Page
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2
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3
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5
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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 36-7-19.5 (the
"Authority") and SOUTH BEND REDEVELOPMENT COMMISSION {the
"Lessee").
WITNESSETH:
.Section 1. Definitions. The terms defined in this. Section 1
shall for alI 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 i.n accordance with tiie 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., South 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
~~~z
d
L
-2-
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 ~iundred 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
band 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. In 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 contro l
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 al l• 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 remode'lings 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 ordinarly~requred 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 (100%)- 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 ;he insurance be in an amount which
causes the Lessee to be a co-insurer for the Facility. Such
i
I.
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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
• institutionalproperty 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
~ 9 _ .__.- - - .
- ~-~==. - - °- policies- required by Sections 9 and - 11 shall be with ood 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 ll, such insurance may be
obtained by the Authority, or may be obtained b.y the Trustee, and
the amount paid for such insurance shall be added to the amount
• -5-
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, stall 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 note
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 tfie 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
if
-6- i
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f
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 conditio"n_hereaf.,---.-a-nd-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 shah be mailed by first-class mail to the
Trustee at its last known place of business,
-7-
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.
ATTEST:
~' ~ ~~ -
Chris Dav ,
..Secretary-Treasurer
ATTEST:
Roman iasecki, Secretary
STATE OF INDIANA )
SS:
COUNTY OF ST. JOSEPH )
SOUTH BEND REDEVELOPMENT AUTHORITY
Thomas J. Varga,'Jr., President
SOUTH BEND REDEVELOPMENT COMMISSIOtI
. Jay Ni tz, resident
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.
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41
---""rl!
., ............__ .,.,. T.......,,.~....<~
I
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A part of Vail's Southwest Addition to South Bend as ~
shown on the Recorded Plat thereof in the St. Joseph
County, .Indiana, Recorder's. Office, `more,particu-
larIy described as follows:
Beginning at the Southwest corner of Lot 8, Block 10
of said Vail's Southwest Addition; thence North 00
deg 00' 00" East. along the East line of the north-
south alley between Taylor Street and William Street
to the Northwest corner of Lot 1, block 10 of said
Vail's Southwest Addition; thence North 45 deg 00'
00" West, 177.00 feet thence South 89 deg 51' 44"
East,. 362.00 feet;. thence South 45 ,deg 0.0' 00" East,
120.00 feet; thence South 00 deg 00' 00" West,
310.00 feet; thence South 45, deg 00' 00" West,
199.53 feet to the North line of South Street;
thence North 89 deg 51' 44" West, along said North
line of South Street, 249.52 feet; thence North 89
deg 40' 05" West, along said North .line of South
Street,. 181.41 feet to the Point of Beginning.
Containing 6.547 acres,. more or less.
Easement No. 1
A part of Vail's Southwest Addition to South Bend as
' shown on the Recorded Plat thereof in the St. Joseph
. County, Indiana, Recorder's Office, more
particularly described as follows:
Beginning at a point on the East line of Taylor
Street, 273.00 feet North of the Southwest corner of
Lot 16, Block 10 of said Vail's Southwest Addition;
thence South 89 deg 40' 05" East, 30.00 feet; thence
North 45 deg 00' 00" East, 41.89 feet; thence North
00 deg 00' 00" East, 135.80 feet; thence North 45
deg 00' 00" East,. 80.00 feet; .__th~nce._,..-South. .45 deg.
00' 00" East 70.00 feet; thence South 45 deg 00' 00"
West, 51.00 feet; thence South 0 deg 00' 00" West,
161.00 feet:; thence North 89 deg 40' 05" West,
129.62 feet to the East line of Taylor Street;
thence North 00 deg 00' 00" East, along said East
line of Taylor Street, .24.00 feet to the Point of
Beginning, containing 0.430 acres, more or less; and
Easement No. 2
I
I
A part of Vail's Southwest Addition to South Bend
and a part of Martin's Addition to South Bend, as
shown on the Recorded Plats thereof, in the St.
Joseph .County, Indiana, Recorder's Office, more
particularly described as follows:
EXHIBIT A
Page 1 of 2
41
Commencing at the Southeast corner of Lot 72 of said
Martin's Addition; thence North 00 deg 06' 13" West,
along the West line of Lafayette Street., 277.26 feet
to the Point of Beginning of this .Description;
• thence North 89 deg 51' 44" West, 216.72 feet;
thence North 00 deg. 00' 00" East, 174.28 .feet;.
thence North 90 deg 00' 00" East,-36.83 feet; thence
South 00 deg 07' 02" East, 41.10 feet; thence South
89 deg 54' 18" East, 14.00 feet; thence South 00 deg
06' 39" East, 88.20 feet; thence South 89 deg 51'
44" East, 165.55 feet to the West line of Lafayette
Street, then South 00 deg 06' 13" East, along the.
West."line of Lafayette Street, 45.00 feet to the
Point of Beginning, containing 0.362 acres, more or
less.
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41
EXHIBIT A
Page 2 of 2
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PERMITTED ENCUMBRANCES
•
None.
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EXHIBIT "B"
.APPENDIX C
r
TRUST AGREEMENT
Between
SOUTH BEND REDEVELOPMENT AUTHORITY
AND
NORWEST BANK INDIANA, N.A.
South Bend, Indiana, Trustee
Dated as of November 1, 1991
(Coveleski Stadium Taxable Refunding)
i
INDEX
Paste
ARTICLE I. Definitions ....... ........ ........ .... 3
ARTICLE II. Maturities, Form, Issuance, Delivery and
Registration of Bonds ......
.............. 5
ARTICLE III. Funds ...................... .............. 12
p,RTICLE IV. Redemption of Bonds .. ... ............... 14
ARTICLE V. Covenants of the Authority ............... 16
ARTICLE VI. Insurance ................. ... ........ 19
ARTICLE VII. Remedies in Case of Default .............. 22
ARTICLE VIII.' Defeasance, Payment, Release ............. 27
ARTICLE IX. Concerning the Trustee .... ....... ...... 28
ARTICLE
i
X.
Supplemental Agreements ...
....... ......
32
ARTICLE XI. Miscellaneous Provisions .. ............... 35
i
• TRUST AGREEMENT
THIS AGREEMENT (the "Agreement"), executed and dated as of
the day. of 1991, 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
annended (hereinafter called the "Authority"), and Norwest Bank
Indiana, N.A., a national banking association having its principal
office in the City of South Bend, Indiana (hereinafter called the
"Trustee"),
W I T N E S S E T H:
WHEREAS, the. Authority was created under and pursuant to the
provisions. of Indiana Code 36-7-14.5 (hereinafter referred to as
the "Act"), for the purpose of financing local public improvements
for lease to the South Bend Redevelopment Commission (hereinafter
referred to as the "Commission"); and
WHEREAS, the Authority issued bonds. in 1988, the proceeds of
which were used to finance the acquisition of a stadium facility
known as the "Stanley Coveleski Regional Stadium" (the "Facility")
and to pay the costs of issuance of those bonds; and
WHEREAS, the Authority entered into a lease of the Facility
with the Commission dated as of June 1, 1988; and
WHEREAS, the Authority has determined to borrow the sum of
Four Million Two Hundred Eighty Thousand Dollars ($4,280,000) for
the purpose of procuring funds to pay the cost of refunding the
outstanding bonds issued in 1988, and to execute and issue its
Taxable Lease Rental Revenue Bonds in the form and terms as
hereinafter provided; and
WHEREAS, the Authority intends to amend the lease with the
Commission for. said Facility; and
WHEREAS, in order to secure the principal of and .premium, if
any, and interest on alI 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 by law to make said Bonds, when executed by the Authority
and authenticated by the Trustee, the valid, binding and legal
obligations of the Authority and to constitute and make this
Agreement a valid agreement to secure the payment of the principal
of and premium, if any, and interest on the Bonds, have been done,
taken and performed, and the issuance, execution and delivery of
said Bonds, and the execution, acknowledgment and delivery of this
Agreement have, in all respects, been duly authorized by the
Authority in the manner provided and required by law;. now
therefore,
SOUTH BEND REDEVELpPMENT 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 Norwest Bank Indiana,
N.A. , as Trustee and to its successors in said trust and to its
assigns, the Lease (as hereinafter defined) and the Pledged Funds
(as hereinafter defined). subject to the provisions of this
Agreement requiring or permitting the application. thereof for the
purposes and on the terms set forth in this Agreement.
The pledge herein made is .and shall be subject to the
provisions of this Agreement for the equal and proportionate
-benefit, security and protection of all holders of the Bonds issued
or`to be issued under and secured by this Agreement, without
'preference,. priority or distinction as to lien or otherwise by
• reason of the date of maturity thereof, or for any other reason
whatsoever, subject to the provisions of this Agreement.
PROVIDED, HOWEVER, that if the Authority, its successors or
its assigns, shall well and truly pay, or cause to be paid, the
principal of the Bonds and the premium, if any, and the interest
due or to become due thereon, at the times and in the manner as set
forth in said Bonds in accordance with the terms hereof, and shall
well and truly keep, perform and observe all covenants and
conditions pursuant to the terms of this Agreement to be kept,
performed and observed by the Authority, and shall pay to the
Trustee all sums of money due, or to become due to it, in
accordance with the terms and provisions hereof,- then this
Agreement and the rights hereby granted shall cease, determine and
be void, but otherwise, this Agreement shall .remain in full force
and effect.
All Bonds issued and secured hereunder are to be issued,
authenticated and delivered, and all property hereby pledged is to
be dealt with and disposed of under, upon and subject to the terms,
conditions, stipulations, covenants, agreements, trusts, uses and
purposes as hereinafter expressed; and the Authority has agreed and
covenanted, and does hereby agree and covenant, with the Trustee
• -2-
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.
(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 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 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
-4
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 II.
Maturities, Form, Issuance,
Deliveryand Registration of Bonds
• Sec. 2.01. The principal amount of all Bonds which. may be
issued and outstanding under this A greement shall be Four Million
Two Hundred Eighty Thousand Dollars ($4,280,000) face value. The
-
:Bonds shall be originally dated as of the first day of-the month
in which they are to be originally delivered, shall be issued in
the denomination of Five Thousand Dollars ($5,000) each, or any
integral multiple thereof and shall be numbered consecutively.
The Bonds shall mature serially on March 1 and S eptember 1 on
- -- the-dates -and in the amounts.-and bear interest at the rates as
follows:
Interest Interest
Date Amount Rate Date Amount Rate
03/01 /92 395,000 4.9 °i6 03/01 /95 390,000 6.500,6
09/01 /92 340,000 5.2 °~ 09/01 /95 405,000 6.7 %
03/01 /93 350,000 5.55% 03/01 /96 415,000 6.9 %
09/01 /93 360,000 5.85°~6 09/01 /9fi 430,000 7.10%
.03/01 /94 370,000 6.05% 03/01 /97 445,000 7.25%
09/01 /94 380,000 6.30°~
• -5-
The interest on all of the Bonds is payabl8 semiannually on March l
• and September 1 of each year, beginning March 1, 1992.
The interest on the Bonds shall be payable by check or draft
mailed one business .day prior to the interest payment date to the
person in whose name each Bond is registered on the fifteenth day
of the month preceding such interest payment date. The. principal
of, and premium on, the Bonds shall be payable in lawful money of
the United States of America, at the principal office of the
Trustee in the City of South Bend, Indiana.
All Bonds shall be cancelled upon their payment by the
Trustee. The Trustee shall dispose of such Bonds as permitted by
law and furnish to the Authority a certificate of their disposal,
signed by an authorized officer of the Trustee.
Sec. 2.02. The Bonds shall be executed in the name of the
Authority by the facsimile signature of the President of its Board
of Directors and attested by the facsimile signature of the
Secretary-Treasurer of its Board of Directors. In case any
official whose facsimile signature appears on the Bonds, shall
cease to be such officer before the Bonds shall be duly issued and
delivered, such Bonds shall, nevertheless, be the Bonds of the
Authority and in all respects binding and obligatory upon it to the
same extent as if signed by the officers of the Authority at the
date of the actual issuance and delivery thereof.
Sec. 2.03. Each- of the Bonds shall be authenticated by a
certificate of the Trustee endorsed thereon substantially in the
form hereinafter set forth. Only such Bonds as shall bear thereon
the certificate of the Trustee shall be secured by this Agreement
or entitled to any lien or benefit hereunder,. and the certificate
of the Trustee upon any such Bond executed by the Authority shall
be conclusive evidence that the Bond. so authenticated has been duly
issued hereunder and is entitled to the benefits of the trust
hereby created.
Sec. 2.04. The form of said Bonds, the Trustee's certificate
to be endorsed thereon, and the registration endorsement (with
appropriate insertions of amounts and distinguishing numbers and
letters), shall be substantially as follows:
(Form of Bond)
UNITED STATES OF AMERICA
State of Indiana
County of St. Joseph
Registered Registered
S
No.
• SOUTH BEND REDEVELOPMENT AUTHORITY
.TAXABLE LEASE RENTAL REVENt7E BOND
(COVELESKI STADIUM REFUNDING)
Interest Maturity Original Authentication
Rate Date Date Date CUSIP
Registered Owner:
Principal Sum:
SOUTH BEND REDEVELOPMENT AUTHORITY, a body corporate and
politic, duly. organized and' existing under the laws of the State
of Indiana (hereinafter called the "Authority"), for value
received, hereby promises to pay to the Registered Owner (named
above) or registered assigns, solely out of the Pledged Funds
(hereinafter referred to) the Principal Sum set forth above on the
Maturity Date set forth above (unless this Bond is subject to and
shall have been-duly called for prior redemption and payment made
as provided for herein), and to -pay interest hereon solely from
such Pledged Funds until the Principal Sum shall be fully paid at
the rate per annum stated above from the interest payment date to
which interest has been paid next preceding the Authentication Date
of this Bond unless this Bond is authenticated after the fifteenth
day of the month preceding an .interest payment date and on or
before such interest payment date in which case it shall bear
interest from such interest payment date, or unless this Bond is
authenticated on or before February. 15, 1992, in which case it
shall bear interest from the Original Date, which interest is
payable on March 1 and September 1 of each year, beginning on
March 1, 1992.._ _ __
Interest on this Bond is payable by check or draft mailed one.
business day prior to the interest payment date to the person in
whose- name this Bond is registered on-the fifteenth day of the
month preceding such interest payment date. Principal and premium,
if any, of this Bond are payable in lawful money of the
.United States of America at the principal office of Norwest Bank
Indiana, N.A., in South Bend,. Indiana. INTEREST ON .THIS BOND IS
NOT E%CLIIDABLE FROM GROSS INCOME FOR FEDERAL TA% PIIRPOSES.
This Bond shall not be a valid obligation until duly
authenticated by the Trustee, or its successors in trust by the
execution of the certificate endorsed hereon.
• _7-
REFERENCE IS MADE TO THE. FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF WHICH SHALL. FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF DULY.SET.FORTH HEREIN.
(Reverse of Bond)
This Bond is one of an authoi iofdlike date,B tenor andeeffect
.Bend Redevelopment Authority, al
.(except as to numbering,- denomination, interest rates and dates of
maturity), in the .aggregate principal amount of Four Million Two
Hundred Eight Thousand Dollars ($4,280,000), issued under and in
accordance with, and all equally and ratably entitled. to the
benefits of, and ratably secured by, a Trust Agreement (hereinafter
called the "Agreement"), dated as of November 1, 1991, executed by
the Authority and Norwest Bank Indiana, N.A., as Trustee, to which
reference is hereby made for a description of the rentals and other
income (the "Pledged Funds") pledged as security for the payment
of the Bonds and interest thereon and the rights under said
Agreement of the Authority, the holders of t theBacce t ncetof
Trustee, to all of which the holders hereof, by P
.this Bond, agree.
The Authority covenants that one business day prior to March 1
and .September 1 in each year, beginning with March 1, 1992, it will
pay to the Trustee, prior to the due date, an amount sufficient to
pay the principal and all interest as it becomes due until all of
the Bonds of this issue shall have been retired.
In case an event of default, as defined in the Agreement,
occurs,. the principal of this Bond may become or may be declared
due and payable prior to the stated maturity hereof, in the manner,
and with the effect, and subject to the conditions provided in the
Agreement.
This Bond is transferable by the registered owner hereof at
the principal office of Norwest Bank Indiana, N.A., upon surrender
- --- ---and-• cancellation of this -Bond and on presentation of a duly - °°----
executed written instrument of transfer and thereupon a new Bond
or Bonds of the same aggregate principal -amount and maturity and
in authorized denominations will be issued to the transferee or
transferees in exchange therefor. This Bond may be exchanged upon
surrender hereof at the principal office of Norwest Bank Indiana,
N.A., duly endorsed by the owner for the same aggregate principal
amount of Bonds of the same maturity in authorized denominations
as the owner may request.
The Authority and the Trustee may deem and treat the person
in whose name this Bond is registered as the absolute owner hereof.
(Front of Bond)
• 8
IN WITNESS WHEREOF, the SOUTH BEND REDEVELOPMENT AUTHORITY
• has caused this Band to be executed in its name and on its behalf
by.the-facsimile signature of the President of its Board of
Directors and attested by the facsimile signature of the Secretary-
Treasurer of its Board of Directors.
SOUTH BEND REDEVELOPMENT AUTHORITY
gy (facsimile)
President, Board of Directors
Attest:
_ ( facsimile)
Secretary-Treasurer, Board of
Directors
(Form of Trustee's Certificate)
TRUSTEE'S CERTIFICATE
This. Bond is one of the Bonds. described in the within-
mentioned Trust Agreement.
NORWEST BANK INDIANA, N.A., Trustee,
By
Authorized Officer
The following abbreviations, when used in the inscription on
the face of the within Bond, shall be construed as though they were
written out in full according to applicable laws or regulations.
- - -TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT -
Custodian.
(Minor)
(Gust)
under Uniform Gifts to Minors
Act
(State)
• -9-
Additional abbreviations may also be used though not in list
.above.
•
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
please insert social security or
other identifying number of assignee
(please print or typewrite name and address of Transferee) the
within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints , Attorney,
to transfer the within Bond on the :books kept for registration
thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed
NOTICE: Signature(s) must be guaranteed by a broker-dealer or a
commercial bank or trust company.
REGISTERED OWNER NOTICE: The signature to this assignment must
correspond with the name of the Registered Owner as it appears upon
the face of the within Bond in every particular, without alteration
or enlargement or any change whatever.
.Sec. 2.05. The Bonds so executed by the Authority and
authenticated by the Trustee shall be delivered by the Trustee to
the purchasers thereof in the amount, at the time, and upon the
payment of the purchase price thereof, as requested in writing by
the Authority.
Sec. 2.06. In case. any Bond issued under this Agreement shall
become mutilated or be destroyed, stolen or lost, the Authority,
in its discretion,. may issue, and thereupon said Trustee shall
certify and deliver in exchange for and in place and upon
cancellation of the mutilated Bond, or in lieu of and substitution
for the same if destroyed, stolen or lost, a new Bond of like
denomination and tenor, but which, in the discretion of the
Authority or the Trustee, may bear the same or a different serial
• -10-
number, be marked "Duplicate," or be otherwise distinguished. In
case of destruction,.. theft or loss, the applicant for a substituted
• Bond shall furnish to the Authority and said Trustee evidence of
the destruction of such Bond so destroyed, which evidence must be
satisfactory to the Authority and said .Trustee, in their
discretion, and said applicant shall also furnish indemnity
satisfactory to both of them in their discretion. .The Authority
shall have the right to require the payment of the expense of
issuing such replacement prior to the delivery of a new Bond.
Sec. 2.07. The Trustee shall keep, at its principal office,
a record for the registration of Bonds issued hereunder which
shall, at all reasonable times, be open for inspection by .the
Authority.
Each registered Bond shall be transferable only on such. record
at the principal office of the Trustee, at the written request of
the registered owner thereof or his attorney duly authorized in
writing, upon surrender thereof, together with a written instrument
of transfer satisfactory to the Trustee duly executed by the
registered owner or his duly authorized attorney.
Sec. 2.08. The Authority and the Trustee may deem and treat
the person in whose name any Bond issued hereunder shall be
registered as the .absolute. owner of such Bond for the purpose of
receiving payment of or on account of the principal of said Bond,
and for all other purposes whatsoever.
Sec. 2.09. Registered owners of Bonds may, upon surrender
thereof at the .principal office of the Trustee with a written
instrument of transfer satisfactory to the Trustee, exchange a Bond
or"Bonds for a Bond or Bonds of equal aggregate principal amount
of the same maturity and interest rate of any authorized
denominations. -For every exchange or transfer of Bonds, the
Trustee may make a charge sufficient to reimburse it for any tax,
fee or other governmental charge required to be paid with respect
to such exchange or transfer, which shall be paid by the person
requesting such exchange or transfer-.as_-:a condition precedent to
the exercise of the privilege of making such exchange or transfer.
The cost of preparing each new Bond upon each exchange or transfer,
and any other expenses of the .Trustee incurred in connection
therewith (except any applicable. tax, fee or other governmental
charge) shall be paid by the Authority. The Trustee shall not be
.obliged to make any transfer or exchange of any Bond called for
redemption within thirty days of the redemption date.
Sec. 2.10. The accrued interest and premium, if any, received
from the sale of the Bonds shall be deposited by the Trustee in the
Sinking Fund established and created by Section 3.O1 hereof. The
sum of Four Million Two Hundred Seventy-Four Thousand Four Hundred
Twenty-Nine Dollars and Fifty-Five cents ($4,274,429.55) received
. -11-
from the sale of such Bonds by the Trustee shall then be applied
on behalf of the Authority to .the redemption of the outstanding
• ` bonds pursuant to an "Escrow Agreement" entered into between the
Authority and Norwest Bank Indiana, N.A. dated as of December-1,
1991. The balance. of the proceeds from the sale of the Bonds shall
then be deposited to the credit of the Expense Fund.
ARTICLE III.
Funds
Sec. 3.Oi. 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, 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 . 0 6 , and i f the amount in the S inking Fund at any time i s
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less than the required amount, the Trustee shall,. without any
further authorization, transfer funds from the Operation and
• Reserve Fund to the Sinking Fund in an amount sufficient to raise
the amount 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 May 4, 1992 the Trustee may transfer
any moneys on deposit in the Expense Fund to the Sinking Fund.
Sea. 3.04. The Trustee shall,. at the direction of the
Authority 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.
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
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principal and redemption price of and interest on the Bonds, .all
to the extent herein provided. The ..rentals so pledged .and
hereafter received by.the Trustee or Authority, shall immediately
be subject to the lien of such pledge without any physical delivery
thereof or further act; and the lien of such pledge shall be valid
and binding as against all parties having claims of any kind in
tort, contract or otherwise against the Authority, irrespective of
whether such parties have notice thereof.
ARTICLE IV.
Redemption of Bonds
Sec. 4.01. The Authority shall have the right, at its option,
to redeem, according to the procedure hereinafter provided, all or
any part of the Bonds secured by .this Agreement maturing on or
after March 1, 1995, in whole multiples of $5,000 in .inverse order
of maturities and by lot within maturities, on any interest payment
date not earlier than March 1, 1994, from any moneys made available
for that purpose at face value plus accrued interest to the date
fixed for redemption and without premium.
Sec. 4.02. To evidence -its intention to exercise the right
of redemption, the Authority shall, not less than forty-five (45)
days prior to the date selected for redemption, file with the
°Trustee written-notice of its intention to redeem, designating the
'-date fixed for-redemption, and if less than all of the outstanding
~' `Bonds are to be redeemed stating the aggregate principal amount of
Bonds which the Authority desires to redeem. If less than all of
the outstanding Bonds are to be redeemed, then the Bonds shall be
redeemed in inverse order of maturity and by lot within maturities,
and the Authority shall notify the Trustee in writing of the Bonds
to be redeemed. No failure or defect in such notice by the
Authority to the Trustee shall affect the 'validity of the
redemption of any Bonds.
Sec. 4.03. Official notice of such redemption shall be_mailed
by the Trustee to the registered owners of all Bonds to be
redeemed, not-less than thirty (30) days prior to the date fixed
for .redemption. Said official notice shall be dated and shall,
with substantial accuracy:
(a) Designate the date and places of redemption, said
places to be the offices of the Trustee;
(b) if the Bonds to be redeemed. are less than the whole
amount outstanding, designate the Bonds (or portions thereof)
to be redeemed; and
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(c) ..state that on the designated date fixed for said
redemption said Bonds shall be .redeemed by the payment. of the
applicable redemption price hereinbefore set forth,-and that
from and after the date so fixed for such redemption interest
on-the Bonds so called for redemptian shall cease.
In all cases, the cost and expenses of the preparation and
mailing of said official notices of redemption shall be paid by the
Authority.
In addition to the foregoing notice, further notice may be
given by the Trustee as it deems appropriate by mail., publication
or otherwise to registered securities depositories, national
information services or others containing the above information and
such further information as the Trustee may deem appropriate, but
no defect in said further notice, nor any failure to give all or
any portion of such further notice shall in any manner defeat the
.effectiveness of a call for redemption if notice thereof is given
as above described.
Sec. 4.04. Such notice having been mailed as above provided,
the Bonds designated for redemption shall, on the date specified
in such notice, become due and payable at the then applicable
redemption price, and on presentation and surrender of such Bonds
in accordance with such notice, at the place at which the same are
expressed in such notice to be redeemable, such Bonds shall be
.redeemed by the Trustee on behalf of the Authority by the payment
• of such redemption price to the registered owners out of funds held
by the Trustee for that purpose. From and .after the date of
.redemption so designated, unless default shall be made in the
redemption of the Bonds upon presentation, interest on Bonds
designated for redemption shall cease. If not so paid on
presentation thereof, the Bonds shall continue to bear interest at
the rate therein specified.
Sec. 4.05. All Bonds so redeemed (or purchased as authorized
by Sec. 3.06) shall be cancelled and disposed of as provided in
Section 2.01. Bonds so redeemed or purchased shall not be
reissued, nor shall any Bonds be issued in lieu thereof.
Sec. 4.06. If the amount necessary to redeem any Bonds called
for redemption, as aforesaid, shall have been deposited with the
Trustee for the account of the owner or owners of such Bonds on or
before the date specified for .such redemption, and if the notice
hereinbefore mentioned shall have been duly mailed or provision
satisfactory to the Trustee shall have been made for the mailing
of such notice, and if ail proper charges and expenses of the
Trustee in connection with such redemption shall have been paid or
provided for, the Authority shall be released from all liability
on such Bonds and such Bonds shall no longer be deemed to be
outstanding hereunder, and interest thereon shall-cease at the date
• -15-
specified for such. redemption; and thereafter such Bonds shall not
_be secured by the lien df this Agreement.-The Trustee-shall be
.: -. privileged to give notice of any call for redemption, but shall not
be required to do so unless the amount necessary to redeem the
Bonds called and to pay all proper. charges of the Trustee shall
have been deposited with, paid to, or otherwise made available to
the Trustee, as aforesaid. In case any question shall arise as to
whether any such notice shall have been sufficiently given or any.
such redemption shall be effective, such question shall be decided
by the Trustee, and the decision of the Trustee shall be final and
binding upon all parties in interest..
ARTICLE V.
Covenants of the Authority
Sec. 5.01. The Authority covenants and agrees that it will
faithfully do and perform, and "at all times faithfully observe, any
and all covenants, undertakings, stipulations and provisions
contained in each and every Bond issued hereunder, and will duly
and punctually pay or cause to be paid the principal of said Bonds
and the premium, if any, and interest thereon, at the times and
places, and in the manner mentioned in said Bonds, according to .the
true intent and meaning thereof. Except as in this Agreement
otherwise provided, the principal, interest and premiums. are
payable solely from Pledged Funds including the rental derived from
• the Facility, which Pledged Funds are hereby pledged to the payment
thereof in the manner and to the extent provided in this Agreement
and in said Bonds.
Sec. 5.02. The Authority covenants that it will promptly
make, execute and deliver all agreements supplemental hereto, or
otherwise, and take all such action as may reasonably be deemed,
by the Trustee or by its counsel, necessary or advisable for the
better securing of any Bonds issued hereunder, or as may be
required to carry out the purposes of this Agreement.
Sec. 5.03. The Authority covenants that, except as to that
part of the Facility -which may hereafter be acquired by it, the
Authority is now well seised of the Facility, subject only to
Permitted Encumbrances, as such term is defined in the Lease, and
such other encumbrances as shall be permitted by the Trustee, and
has good right, full power and lawful authority to make this
Agreement and to pledge the lease rentals of the Facility as herein
provided, and that it has and will preserve good and indefeasible
title to all such property, subject to Permitted Encumbrances, as
such term is defined in the Lease, and such other encumbrances as
shall be permitted'by the Trustee, and will warrant and defend the
same to the Trustee against the claims of all persons whatsoever.
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Sec. 5.04. The Authority covenants that it will promptly, and
before they shall become delinquent, pay or cause to be paid all
• lawful taxes, charges and assessments- at any time levied or
assessed upon or against the Facility, or any part thereof, or upon
the use of the same, or upon the income or profits thereof, and all
license fees, franchise taxes and other like statutory charges;
provided, however, that no such tax, charge or assessment shall be
required to be paid so long as the .validity of the same shall be
in good faith contested by the .Authority; further, that it will not
suffer any lien or charge to be enforced or to exist against the
Facility or any part thereof, or upon the Lease or the Pledged
Funds, except the lien and charge of the Bonds secured hereby upon
such Lease and Pledged Funds, and except for Permitted
Encumbrances, as such term is defined in the Lease and such other
encumbrances as shall be permitted by the Trustee; that it will not
commit or suffer any waste of said property; and that it will at
all times operate the property and keep and maintain said property
and all buildings, structures, apparatus and appurtenances thereon
or thereof in good repair, working order and condition, and will
from time to time-make all needful and proper repairs, renewals and
replacements.
Sec. 5.05. The Authority covenants that until all
indebtedness secured by this Agreement is fully paid, it will
faithfully .observe and comply with the terms of all applicable laws
and ordinances of .the State of Indiana and any political or
municipal. subdivision thereof.
• Sec. 5.06. If the Authority should at any time fail to pay
in apt_ season any tax, assessment or other charge upon the
Facility, or any part thereof, or fail to pay promptly when payable
any license fee, franchise or corporation tax, or like statutory
charge, the Trustee may, .without obligation to inquire into the
validity thereof, pay such tax, assessment, fee or other charge,
.but without prejudice to the rights of the Trustee arising
hereunder in consequence of such default, and the amount of every
_.__.._ _____,payment so made at any time by the Trustee, with interest thereon_
_ at the. highest rate of interest on any of the Bonds when sold,
whether or not then outstanding, from the date of payment, shall.
constitute an additional indebtedness of the Authority secured by
the lien of this Agreement, prior and paramount to the lien
hereunder of any of said Bonds and the premium and interest
thereon.
Sec. 5.07. The Authority covenants that proper books of
record and account will be kept in which full, true and correct
entries will be made of all dealings or transactions of or in
relation to the properties, business and affairs of the Authority,
and that it will:
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(a) At such times as the.. Trustee shall reasonably
request, furnish statements in reasonable detail showing the
• earnings, expenses and financial condition of the Authority.
(b) From time to time furnish to the Trustee such
information as to the property of the Authority as the Trustee
shall reasonably request.
(c) On or before the expiration of ninety (90) days
after the end of each calendar year, file with the Trustee a
certificate signed by its President or Vice President, and its
Secretary-Treasurer, stating that all taxes then due on the
Facility have been duly paid (unless the Authority shall, in
good faith, contest any of said taxes, in which event the
facts concerning such contest shall be set forth); also
stating that all insurance premiums required by the terms of
this Agreement to be paid by the Authority upon the Facility
have been duly paid.
The Authority further covenants that all books, documents and
vouchers relating to the properties, business and affairs of the
Authority shall at all times be open to the inspection of such
accountants or other agents as the Trustee may from time to time
designate..
Sec. 5.08. The Authority- covenants .that it will not
guarantee, endorse or otherwise become surety for or upon the
indebtedness of others except by endorsement of negotiable
instruments for deposit or .collection in the ordinary course of
business, and that it will not. sell its accounts receivable.
Sec. 5.9. The Authority covenants that it will not acquire
any. property, real or personal, subject to an existing mortgage or
other encumbrance, except as permitted by Sec. 5.10.
Sec. 5.10. The Authority covenants that it will not incur any
indebtedness other than the Bonds secured by this Agreement. unless
such additional indebtedness is payable solely from income of the
Authority other than the rental payments provided for in the Lease
as long as any of the Bonds are .outstanding. This section shall
not be construed to prohibit the issuance of refunding bonds and
the pledging of lease rentals to be received after the redemption
of the Bonds.
Sec. 5.11. The Authority covenants that it has entered into
a valid and binding Lease of the Facility to the Commission, and
that a full, true and correct copy of said Lease is on file with
the Trustee. The Authority covenants further that it will bring
suit to mandate the governing board or officials of the Lessee to
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levy a tax to pay the rental provided in said Lease, or take such
other action to enforce the Lease as is reasonably requested by the
• Trustee, if such rental is more than sixty (60) days in .default.
The Authority covenants that it will not agree to any
modification of the terms of said Lease which would substantially
impair. or .reduce the security of the holders of the Bonds described
herein or agree to a termination thereof, or agree to a reduction
of the lease- rental provided for therein which would inhibit
payment of debt service on the Bonds until all indebtedness secured-
by this Agreement is fully paid, except upon compliance with the
provisions of Sec. 10.02. The Authority further covenants that any
modification permitted by this paragraph will be made only after
a copy thereof has been filed with the Trustee.
Sec. 5.12. The Authority covenants that whenever there are
sufficient funds held by the Trustee in the Sinking Fund and/or
Operation and Reserve Fund to pay the principal, redemption
premiums and interest to the next interest payment date on all
outstanding. Bonds, it will call all outstanding Bonds for
redemption and hereby consents and directs the Trustee to call all
outstanding Bonds for redemption.
p,RTICi,E VI.
Insurance
Sec. 6.01. The Authority covenants that it will carry or
• cause to be carried:
(a) Insurance on the Facility against physical loss or
damage thereto, however caused, with such exceptions as are
ordinarily required by insurers of buildings or facilities of
a similar type,-which insurance shall be in an amount equal
to one hundred percent (1000 of the full replacement cost of
the Facility as .certified by a registered architect, a
registered engineer, or a professional appraisal ....engineer
selected by the. Authority with the approval of the Trustee,
on the effective date of such insurance and on or before
April 1 of each year thereafter (such appraisal may be based
on a recognized index of conversion factors); and
(b) Rent or rental value insurance in an amount equal
to the full rental value of the Facility for a period of two
(2) years against physical loss or damage of the type insured
against under Sec. 6.01(a) above.
Sec. 6.02. Such insurance policies shall be maintained in
good and responsible insurance companies satisfactory to the
Trustee, and shall be countersigned by an agent of the insurer who
is a resident of the State of Indiana. A copy of such policies,
. 19
•
•
together with a certificate of the Insurance Commissioner
certifying that the persons countersigning such policies are duly
qualified in the State of Indiana as resident agents of the
insurers on whose behalf they have signed,. and the architect's or
engineer's certificates referred to in Sec. 6.01(a) shall be
deposited with the Trustee. Such schedule shall contain the names
of the insurers, the amounts of each policy, the character of the
risk insured against, the expiration date of_ each policy, the
premium paid thereon, and any other pertinent data.
expense t ereo
Sec. 6.03. In case the Authority shall at any time refuse,.
neglect or fail to obtain and furnish such certificate or to effect
insurance as aforesaid, the Trustee may, in its discretion, procure
such certificate and/or such insurance, and all moneys paid by the
Trustee for such certificate and/or insurance, together with
interest thereon at the highest rate of interest on any of the
Bonds when sold, whether or not then outstanding, shall be repaid
by the Authority upon demand, and shall constitute an additional
indebtedness of the Authority secured by the lien of this
Agreement, prior and paramount to the lien hereunder of said Bonds
and interest thereon. The Trustee, however, shall not be obligated
to effect such insurance unless fully indemnified against the
h f and furnished with means therefor.
Sec. 6.04. The insurance policy required by Section 6.01(a)
shall be for the benefit, as their interests shall appear, of the
-Trustee, the Authority, and other .persons having an insurable
.interest in the insured property. Such policy shall clearly
indicate that any proceeds under the policy shall be payable to the
Trustee, and the Trustee is hereby authorized to demand, collect
and receipt for and recover any and all insurance moneys which may
become due and .payable under said policy of insurance and to
prosecute all necessary actions in the .courts to recover any such
insurance moneys. The Trustee may, however, accept any settlement
or adjustment which the officers of the Authority may deem it
advisable to make with the insurance companies. Any proceeds of
rent. or .rental value insurance received by the Trustee representing
the annual rentals payable under the Lease shall be deposited by
it forthwith to the credit of the Sinking Fund.
Sec. 6.05. The proceeds
Trustee shall be applied
reconstruction of the damaged
opinion of an independent
engineer, construction manage
engineer, construction manager
to the Trustee (i) the cost
reconstruction shall not excee
to be received by reason of si
amounts available therefor, az
reconstruction can be complete
of such insurance received by the
to the repair, replacement or
or destroyed property, if in the
registered architect, .registered
or contractor, which architect,
or contractor shall be acceptable
of such repair, replacement or
3 the amount of insurance proceeds.
ch damage or destruction and other
d (ii) such repair, replacement or
3 within the period covered by the
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rental value insurance, If either or both conditions shall not
exist, the proceeds of such insurance received by the Trustee shall
be used to redeem Bonds.
Sec. 6.06. In the event the Authority shall not commence to
repair or replace the Facility so damaged or destroyed within
ninety (90) days after any such loss or damage, or the Authority,
having commenced such work of repair or replacement, shall abandon.
or fail diligently to prosecute the same, the Trustee may, in its
discretion, make or complete such repairs or replacements, and if
it shall elect so to do, may enter upon said premises to any extent
necessary for the accomplishment of such purposes, but nothing
herein contained shall obligate the Trustee to make or complete any
such repairs or replacements unless it shall have been requested
to do so by the holders of not less than twenty-five percent (25~)
in aggregate principal amount of all Bonds outstanding hereunder,
and shall have been indemnified to its satisfaction against all
loss, damage and expense which it might thereby incur.
Sec. 6.07. In case the Authority shall neglect, fail or
refuse to .proceed forthwith in good faith with the repair or
replacement of the Facility which shall have been so destroyed or
damaged, and such negligence, failure or refusal shall continue for
one hundred twenty (120).. days, the Trustee, upon receipt of the
insurance moneys,. shall (unless the Trustee proceeds to make the
repairs or replacements of the destroyed or damaged property as
above provided) transfer such proceeds to the Sinking Fund.
Sec. 6.08. If, at any time, the Facility is totally or
substantially destroyed and the amount of insurance money received
on,account thereof by the Trustee is sufficient to redeem all of
the then outstanding Bonds hereunder and such Bonds are then
subject to redemption, the Authority, with the written approval of
the Commission, may direct. the Trustee to use said moneys for the
purpose of calling for redemption all of the Bonds issued and then
outstanding under this Agreement at the then current redemption
price. -
Sec. 6.09. In the event of any reconstruction bf the Facility
after substantially total destruction thereof, a new building or
buildings may be constructed on the site by the Authority in
accordance with plans. and specifications which must be satisfactory
to the Trustee and the Lessee of such Facility, and such new
building or buildings may be wholly- different in design or
construction or designed for a different purpose.
Sec. 6.10. The Trustee may accept the statements, affidavits
and certificates hereinabove in this Article VI provided to be
filed with the Trustee, as conclusive evidence of the facts therein
stated, but the Trustee (although under no obligation so to do)
may, at the expense of the Authority, require further or other
. -21-
evidence of such matters and may rely on the report or opinion of
such architect,... engineer, other person, or counsel, as it may
select for the purpose of making an investigation thereof.
ARTICLE VII.
Remedies in Case of Default
Sec. 7.01. If a`ny of the following events occurs, it is
hereby defined as and is declared to be and to constitute an "event
of default":
(a) default in the due and punctual payment of the
interest on any Bonds hereby secured and outstanding;
(b) default in .the due and punctual payment of .the
principal and premium, if any, of~ any Bond hereby secured,
whether at .the stated maturity thereof, or upon proceedings
for the redemption thereof, or upon the maturity thereof by
declaration as hereinafter provided;
(c) .default in the performance or observance of any
other of the covenants or agreements of the Authority in this
Agreement or in any supplemental agreement, or in the Bonds,
contained, and the continuance thereof for a period of sixty
(60) days after written notice thereof to the Authority by the
Trustee;
(d) if the Authority: (1) admits in writing its
inability to pay its debts generally as they become due;
(2) files a petition in bankruptcy; (3) makes an assignment
for the benefit of its creditors; or (4) consents to or fails
to contest the appointment of a receiver or trustee for itself
or of the whole or any substantial part of the Facility or any
income therefrom;
(e) if the Authority: (1) be adjudged insolvent by a
"." _..
court of competent jurisdiction; (2) on a petition in -"
bankruptcy filed against the Authority be adjudged a bankrupt;
or ( 3 ) if an order, judgment or decree be entered by any court
of competent jurisdiction appointing, without the consent of
the Authority., a receiver or trustee of the Authority or of
the whole or any- substantial part of the Facility or any
income therefrom, and any of the aforesaid adjudications,
orders, judgments or decrees shall not be vacated or set aside
or stayed within sixty (60) days. from. the date of entry
thereof;
• -22-
(f) if any judgment shall be recovered against the
Authority or any attachment or other court process issue that
shall become or create a lien upon the Lease or the Pledged
Funds, and such judgment, attachment, or court process shall
not be discharged or effectually secured within sixty (60)
days.;
(g) if the Authority. shall file a petition under the
provisions of the- U.S. Bankruptcy Code, as amended
("Bankruptcy Code"), or file answer seeking the relief
provided. in said Bankruptcy Code;
(h) if a court of competent jurisdiction shall enter an
order, judgment or decree approving a petition filed against
the Authority under the provisions of said Bankruptcy Code,
and such judgment, order or decree shall not be vacated or set
aside or stayed within one hundred twenty (12A) days from the
date of the entry thereof;
(i) if, under the provisions of any other law now or
hereafter existing for the relief or aid of debtors, any court
of competent jurisdiction shall assume custody or control of
the Authority or of the whole or any substantial part of the
Facility or the income therefrom, and such custody or control
shall not be terminated within one hundred twenty (120) days
from the date of assumption of such custody or control;
(j) failure of the Authority to bring suit to mandate
the governing board or officials of the Lessee to levy a tax
to .pay the rental provided in the Lease or take such other
action to enforce the Lease as is reasonably requested by the
Trustee, if such rental is more than sixty (60) days in
default;
(k) if-the lease rental provided for in said Lease is
not paid within sixty (60} days after each date it is due; or
(1) any event of default as defined in Section 16 of the
Lease shall occur-and be continuing.
Sec. 7.02. In the case of the happening and continuance of
any of the events of default specified in Section 7.01, then in any
such case the Trustee, by notice in writing mailed to the
Authority, may, and upon written request of the holders of twenty-
five percent (25%) in principal amount of the Bonds then
outstanding hereunder shall, declare the principal of all Bonds
hereby secured and then outstanding, and the interest accrued
thereon, immediately due and payable, and upon such declaration
such principal and interest shall thereupon become and be
immediately due and payable; subject, however, to the right of the
holders of a majority in principal amount of all such outstanding
. -23-
Bonds,. by written notice to the Authority and to the Trustee, to
annul each-declaration and destroy.its effect at any time if all
agreements with respect to which default shall-have been made shall
be fully performed and all such defaults be cured, and all arrears
of interest upon all Bonds outstanding hereunder and the reasonable
expenses and charges of the Trustee, its agents and attorneys, and
all other indebtedness secured hereby, except the principal of any
Bonds not then due by their terms and interest accrued thereon
since the then last interest payment date, shall be paid: or the
amount thereof shall be paid to the Trustee-for the benefit of
those entitled thereto.
Sec. 7.03. All moneys received by the Trustee pursuant to any
right given or action taken under the provisions of this Article
VII shall, after payment of the cost and expenses of the
proceedings resulting in the collection of such moneys and of the
expenses, liabilities and advances incurred or made by the Trustee,
be deposited in a fund to be created designated as the "South Bend
Redevelopment Authority Taxable Lease Rental .Revenue Bond
(Coveleski Stadium Refunding) Default Fund" and all moneys in such
fund shall be applied as follows:
(a) Unless the principal of all-the Bonds shall have
become or have been declared due and payable, all such moneys
shall be applied:
1. First, to the payment of the persons entitled
.thereto of all installments of interest then due on the
Bonds, in the order of the maturity of the installments
of such interest and, if the amount availableshall not
be sufficient to pay in full any particular installment,
then to the payment ratably, according to the amounts due
on such installment, of the persons entitle thereto,
without any discrimination or privilege; and
2. Second, to the payment of the persons entitled
thereto of the unpaid .principal of any of the Bonds which
shall have become due (other than Bonds previously called
for redemption for the payment of which moneys are held
pursuant to the provisions of this Agreement), in the
order of their due dates, and if the amount available
shall not be sufficient to pay in full all Bonds due on
any particular date, then to the payment ratably,
according to the amount of principal due on such date,
to the. persons entitled thereto without any
discrimination or privilege.
(b) If the principal of the Bonds shall have become due
or shall have been declared due and payable, all such moneys
shall be applied to the payment of the principal and :interest
then due and unpaid upon- the Bonds, without preference or
-24-
priority of principal over interest or of interest over
principal, or of any installment of interest or of preference
or priority of principal over interest or of interest over
principal, or of any installment of interest over any other
installment of interest, or of any Bond over any other Bond,
ratably, according to .the amount due respectively for
principal and interest, to the persons entitled thereto
without any discrimination or privilege.
Sec. ?.04. If default occurs with respect to the payment of
principal or interest due hereunder, interest shall be payable on
overdue principal and overdue interest both at the highest rate of
interest on any of the Bonds when sold, whether or not then
outstanding.
Sec.. 7.05.. In case of the happening and continuance of any
of the events of default specified in Section 7.01, the Trustee
may, and shall upon the written request of the holders of at least
twenty-five percent (25~) in principal amount of the Bonds then
outstanding hereunder and upon being indemnified to its reasonable
satisfaction, .proceed to protect and enforce its rights and the
rights of the holders of the Bonds by suit or suits in equity or
at law, or in any court of competent .jurisdiction, whether for
specific performance of any covenant or agreement contained herein
or in aid of any power herein granted, or for the. enforcement of
any other. appropriate legal or equitable remedy.
No remedy by the terms of this Agreement conferred upon or
reserved to the' Trustee or to the Bondholders is intended to be
exclusive of any other remedy, but each and every such remedy shall
be cumulative and shall be in addition to any other remedy given
hereunder or now or hereafter existing at law or in equity or by
statute.
No delay or omission to exercise any right or power accruing
upon any default shall impair any such right or power, or shall be
- - -construed to be a waiver of any such default or acquiescence
therein; and every such right or power may be .exercised from time
to time and as often as may be deemed expedient.
.Sec. 7.06. In case of an event of default hereunder and upon
the filing of judicial proceedings to enforce the rights of the
Trustee and of the Bondholders hereunder, the Trustee shall be
entitled, as a matter of right, to the appointment of a receiver
of the rents, revenues, issues, earnings, income and proceeds of
the Facility pending such proceedings, with such powers as the
court making such appointment shall confer.
Sec. 7.07. All rights of action under this Agreement or under
any of the Bonds, including the right to file and prove a claim in
any receivership, insolvency, bankruptcy, or other similar
• -25-
proceedings for the entire amount due and payable by the Authority
under this.. Agreement, may be enforced by the Trustee without the
possession of any_of:the Bonds or the production thereof in any
trial or other proceeding relating thereto, and any suit or
proceeding instituted by the Trustee shall be brought in its name
as Trustee, and any recovery shall be for the equal benefit of the
holders of the outstanding Bonds.
Sec. 7.08. It is hereby declared and agreed, as a condition
upon which each successive holder of all or any such Bonds receives
and holds the same, that no holder or holders of any such Bond
shall have the right to institute any proceeding at law or in
equity, or far the appointment of a receiver, or (except for filing
of claims with the Treasurer of the State of Indiana) for any other
remedy under this Agreement, without first giving notice in writing
to the Trustee of the occurrence and continuance of an event of
default as aforesaid, and unless the holders of at least twenty-
five percent (25~) in principal amount of the then outstanding
Bonds shall have made written request to the .Trustee and shall have
offered it reasonable opportunity either to proceed to exercise the
powers hereinbefore granted or to institute such action, suit or
proceeding in its own name, and without also having offered to the
Trustee adequate security and indemnity against the costs, expenses
and liabilities to be by the Trustee incurred therein or thereby;
and such notice, request, and offer of indemnity may be required
by the Trustee as conditions precedent to the execution of the
powers and trusts of this Agreement or to the institution of any
~ suit,` action or proceeding at law or in equity or for the
appointment of a receiver, or for any other remedy hereunder, or
otherwise, in-case of any such default as aforesaid; it being
understood and intended that no one or more holders of the Bonds
.shall have any right in any manner whatsoever, to affect, disturb
or prejudice the lien of this Agreement by his or their action, or
to enforce any ,right hereunder except in the manner herein
provided, and that all proceedings at law or in equity shall be
instituted, had and maintained in the manner herein provided, and
---for .the equal benefit of all holders of outstanding Bonds.
Notwithstanding any other provisions of this Agreement, the right
of any holder of any Bond to receive payment of the principal of
and premium, if any, and interest on such Bond on or after the
respective due dates therein expressed, or to institute suit for
the recovery of any such payment on or after such respective dates,
.shall not be impaired or affected without the consent of such
holder.
• -26-
ARTICLE VIII.
Defeasance Payment, Release
Sec. 8.01. If, when the Bonds-secured hereby shall have
become due and payable in accordance with their terms or shall have
been duly called for redemption or irrevocable .instructions to call
the Bonds for redemption shall have been given by the Authority to
the Trustee, the whole amount of the principal and the interest and
the premium, if any, so due and payable upon all of the Bonds then
outstanding shall be paid or (i) sufficient moneys, or (ii) direct
obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of
America the principal of and the interest on which when due will
provide sufficient moneys, or (iii) time certificates of deposit
fully secured as to both principal and interest. by obligations of
the kind. described in (ii) above of a bank or banks the principal
of and interest on which when due will provide sufficient moneys,
or (iv) any combination of (i), (ii) or (iii) above which will
provide sufficient moneys, shall be held by the Trustee for such
purpose under the provisions of this Agreement, and provision shall
also be made for paying all Trustee's fees and expenses and other
sums payable hereunder by the Authority, then and in that case the
right, title and interest of the Trustee shall thereupon cease,
determine and become void..
Upon any such termination of the Trustee's title, on demand
of the Authority, the Trustee shall release this Agreement .and
shall execute such-documents to evidence such release as may be
reasonably required by the Authority, and shall. turn over to the
Authority or to such officer, board or body as may then be entitled
by law to receive the same any surplus in the Sinking Fund created
by Sec. 3.01 hereof and in the Operation Fund created by Sec. 3.02
hereof and all-balances remaining in any other fund or accounts
other than moneys and obligations held for the redemption or
payment of Bonds; provided, however, that in the event direct
-- -- -obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of
America or time certificates of deposits shall be deposited with
and held by the Trustee as hereinabove provided, in addition to the
requirements set forth in Article IV of this Agreement, the Trustee
shall within thirty (30) days after such obligations or time
certificates of deposits shall have been deposited with it, .cause
a notice signed by the Trustee to be published once in The Daily
Bond Buyer, the City of New York, New York or, if The Daily Bond
Buyer is not published, then in a newspaper or financial journal
.published and of general circulation in the City of New York,
New York, or the City of Chicago,. Illinois, setting forth (a) the
date designated for the redemption of the Bonds, (b) a description
of the obligations so held by it, and (c) that this Agreement has
been released in accordance with the provisions of this Section.
• -27-
.All moneys, and obligations and time certificates of deposit
held by the Trustee .pursuant to :this Section shall be held in trust
and said moneys and the principal and interest of said obligations
and time certificates of deposit when received, applied to -the
payment, when due, of the .principal. and the interest and the
premium, if any, of the Bonds so called for redemption.
Sec. 8.02. Any Bond not presented at the proper time and
place for payment shall, within the meaning of this Agreement, be
deemed to be fully- paid when due if the money necessary to
discharge the principal amount thereof -and -all interest then
accrued and unpaid thereon (and the premium required in case of
redemption before maturity) is held by the Trustee when or before
the same become due. The holder of any such Bond shall not be
entitled to any interest thereon after the maturity thereof nor to
any interest upon money so held by the Trustee.
ARTICLE IX.
Concerning the Trustee
Sec. 9.01. The Trustee hereby accepts the trusts of this
Agreement upon the following terms. and conditions, to which the
parties and the registered holders of said Bonds agree:
(a) The Trustee shall annually prepare a financial
report covering disbursements and receipts of all funds of the
Authority held by the Trustee hereunder and shall furnish a
copy to the Authority.
(b) The Trustee .shall be under no obligation to see to
any filing or recording of this Agreement or any agreement
supplemental hereto, and may authenticate ..and deliver the
Bonds in accordance with the provisions hereof prior to any
filing or recording of this Agreement.
(c) The Trustee shall be entitled to reasonable
compensation for all services rendered in the execution of the
trusts hereby created, and may employ agents, attorneys and
counsel in the execution of such trusts; .and the compensation
of the Trustee, as well as the reasonable compensation of its
attorneys and counsel and of such persons as it may employ in
the administration or management of the trusts hereunder, and
all other reasonable expenses necessarily incurred or actually
disbursed hereunder, the Authority agrees to pay to the
Trustee on demand, and for such payment the Trustee shall have
a lien on all funds in the hands of the Trustee not held in
trust for any specific purpose in priority to the rights and
claims of the holders of said Bonds.
• -28-
(d) The Trustee shall not be responsible in any manner
for:
(1) The validity, execution,. acknowledgment filing
or recording of this Agreement or any agreement
-supplemental hereto, or the refiling or rerecording
thereof;
(2) for any recitals, covenants or agreements of
the Authority in the Bonds or herein contained, except
to pay from the Operation Fund expenses incurred by the
Authority to enable it to comply with. its covenants
contained .herein;
(3) for the default or misconduct of any agent or
employee appointed by it, if such agent or employee shall
have been selected with reasonable care, or far anything
done by it in connection with this trust, except for its
willful misconduct or gross negligence;
(4) for the consequence of any act done in good
faith; or
(5) for any actions taken by .the Trustee in
accordance with the opinion of counsel employed by the
Trustee..
•
(e) The Trustee
advised or informed as
under any of the terms
unless and until the
notice to the contrary
percent (5%) in princip~
hereunder, the Truste
Agreement, assume tha~
hereunder and that none
"events of default" has
shall be under no obligation to keep
~o whether the Authority is in default
or covenants of this Agreement; and
Trustee shall have received written
from the holders of at least-- five-. -- -~. ----- -
~l amount of the Bonds then outstanding
e may, for all purposes of this
the Authority is not in default
of the events hereinbefore defined as
happened.
U
(f) The Trustee shall not be required to appear in or
defend any suit which may be brought against it respecting the-
Facility, or by reason of being Trustee hereunder, or to
institute any. suit or proceeding to enforce any covenant or
remedy herein provided, or to take any action toward the
execution or enforcement of the trusts hereby created, which,
in the opinion of the Trustee, will be likely to involve the
Trustee in expense or liability, unless the holders of said
Bonds or some part thereof shall furnish the Trustee with
reasonable security and indemnity against such expense or
liability.
-29-
(g) The Trustee shall be .fully protected in acting upon
or in accordance with any notice or request, consent,
certificate, demand, .resolution or other instrument or
document believed by the Trustee to be genuine and to have
been. signed, authorized, executed, certified or sealed by the
proper person or persons; and the Trustee is authorized to
accept. the certificate of the Secretary-Treasurer of the
Authority, under its corporate seal, if any, to any resolution
of the board of directors of the Authority as conclusive
evidence that such resolution was duly and lawfully adopted
and is binding upon the Authority.
(h) The Trustee, or any officer or director of the
Trustee, may acquire and hold Bonds issued hereunder or may
engage in or be interested in any financial or other
transaction in which the Authority may be interested, and the
Trustee may be depository, trustee, transfer agent, registrar
or agent of the Authority, or for any committee or other body
in respect to the bonds, notes, debentures, obligations or
securities of the Authority, whether or not issued. pursuant
hereto.
(i) The Trustee may, in relation to any powers or duties
imposed upon it by this Agreement,. act upon the opinion or
advice of an attorney, surveyor, engineer or accountant,
whether .retained by the Trustee or by the Authority, and shall
not b8 responsible for any loss resulting from any action or
non-action in accordance with any such opinion or advice.
• The Trustee is relieved from filing any inventory,
(j)
or qualifying under the jurisdiction of any court, or
otherwise complying with the provisions of the Uniform
__--_ Trustees!--Accounting Ac-t,of 1945, or with any laws amendatory
thereof or supplemental thereto,. and the provisions of said
law are hereby waived.
Sec. 9.02. The Trustee agrees to invest funds from time to
time held by it as Trustee under this Agreement, and apply the
interest earned thereon as provided in Articles III, but shall not
be under any duty or obligation to pay interest on any funds held
by it .which cannot practicably be so invested either to the
Authority or to the holder of any Bond, or to any other person; any
and all such liability for the payment of such interest being
hereby expressly waived.
Sec. 9.03. In the event that the Trustee, or any successor
trustee, shall become legally consolidated or merge with another
banking association or corporation, the banking association or
corporation resulting from such consolidation or merger shall
thereupon become and be the Trustee hereunder with the same titles,
rights, powers, benefits, duties and limitations, without the
-30-
execution or filing or recording of any instrument, and without any
action. on the: part of- the Authority or the holders of Bonds
hereunder. - A purchase of the assets and assumption of the
liabilities of_ the. Trustee by another banking -association or
corporation shall be deemed to be consolidation or merger for the
purposes of this section.
Sec. 9.04. The Trustee, or-any successor trustee, may be
removed at any time by an instrument or concurrent instruments in
writing filed with the Trustee and signed by the holders of a
majority in principal. amount of the Bonds then outstanding
hereunder, or by their attorneys-in-fact thereunto duly authorized.
Sec. 9.05. The .Trustee, or any successor trustee, may resign
the trust created by this Agreement upon first giving notice of
such proposed resignation and specifying the date when such
resignation shall take effect, which notice shall be given to the
Authority in writing at least twenty (20) days prior to the date
when such resignation shall take effect, and shall be given to the
Bondholders by mail at least twenty (20) days prior to the. date
when such resignation shall take effect. Such resignation shall
take effect on the day so designated in such notice, unless
previously a successor trustee shall be appointed as hereinafter
provided, in which event such. resignation shall take effect
immediately upon the appointment of such successor trustee.
Sec. 9.06. In case at any time the Trustee shall become
incapable of acting, or shall be removed, a successor trustee may
be appointed by the holders of at least a majority in principal
amount of the Bonds hereby secured and then outstanding, by an
instrument or instruments in writing signed by such Bondholders or
by their 'duly constituted attorneys-in-fact; but until a new
trustee shall be so appointed-by the. Bondholders,.. the Authority,
by an instrument executed by order of its board of directors, may
appoint a trustee to fill such vacancy until a new trustee shall
be appointed by the Bondholders as aforesaid, and when any such new.
trustee shall be appointed by the Bondholders, any trustee
theretofore appointed by the Authority shall thereupon and thereby
be superseded and retired. Each such successor trustee appointed
by any of such methods shall be a bank or rust company authorized
by law so to act, and having a capital and surplus or not less than
Five Million Dollars ($5,000,000).
Sec. 9.07. Any successor trustee appointed hereunder shall
execute, acknowledge and deliver to the Authority, and to its
predecessor, an instrument accepting such appointment; and
thereupon, upon the execution of the same, such successor trustee,
without any further act or instruments or deeds of conveyance,
shall become vested with all of the assets, powers, rights, duties,
trusts and obligations of its predecessor in trust hereunder with
like effect as if originally named as trustee herein; but
• -3 Z-
nevertheless, on the written request of the successor trustee, the
trustee ceasing to act shall execute and deliver to such successor
• trustee all conveyances and instruments proper to .evidence the
vesting in .the new trustee of-the interest and title of the
retiring trustee in the trusts hereby created, subject, however,
to any lien which the retiring trustee may- have pursuant to any
provision hereof; and upon request in writing of any successor
trustee, the Authority covenants to make, execute, acknowledge and
deliver any and all deeds, conveyances, assignments, or instruments
in writing for the more fully and certainly vesting. in and
confirming to such successor trustee all .such assets, property,
rights, powers and trusts.
ARTICLE X.
Supplemental Agreements
Sec. 10.01. Without notice to or the consent of any
Bondholders, the Authority and the Trustee may, from time to time
and at any time, enter into such agreements supplemental hereto as
shall not be inconsistent with the terms and provisions ,hereof
,(which supplemental agreements shall thereafter form a part
hereof):
(a) To cure any ambiguity or formal defect or omission
'-in this .Agreement, or in -any supplemental agreement, which
_ does not adversely affect the rights of the Bondholders;
(b) to grant to or confer upon the Trustee, for. the
benefit of the Bondholders, any additional benefits, rights,
remedies, powers, authority or security that may lawfully be
._~__...._ ._._ .__ _ .... granted- to _or conferred upon the Bondholders or the Trustee,....- --...
or to---make any change which in the judgment of the Trustee,
is not to .the. prejudice of the Bondholders;
-- - (c) to modify, amend or supplement this Agreement to
,permit the qualification of the Bonds for sale under the
securities laws of the United States of America or of any of
the states of the United States of America or to obtain or
maintain bond insurance with respect to payments of principal
of and interest on the Bonds;
(d) to provide for the refunding or advance refunding
of the Bonds in whole or in part;
(e) to procure or maintain a rating on the Bonds from
a nationally recognized securities rating agency designated
in such .supplemental agreement, if such supplemental agreement
will not adversely affect the owners of the Bonds; and
-32-
~(f) any other purpose which in the judgment of the
Trustee does not adversely impact the. interest of the
Bondholders.
Sec. 10.02.. Subject to the terms and provisions contained in
this section, and not otherwise, the holders of not less than
sixty-six and two-thirds percent (66-2/3~) in aggregate principal
amount of the Bonds then outstanding shall have the right from time
to time, anything contained in this Agreement to the contrary
notwithstanding, to consent to and approve the execution by the
Authority and the Trustee of such agreement or agreements
supplemental hereto as shall be deemed necessary or .desirable. by
the Authority for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or
provisions contained in this-Agreement or in any supplemental
agreement; provided, however, that nothing herein contained shall
permit or be construed as permitting:
(a) an extension. of the maturity of the principal or
interest on any Bond issued .hereunder; or
(b) a reduction in the principal amount of any Bond or
the redemption premium or the rate of interest thereon; or
(c) a preference or priority of any Bond or Bonds over
any other Bond or Bonds; or
(d) a reduction in the aggregate principal amount of the
- Bonds required for consent to such supplemental agreement.
Nothing herein contained, however, shall be construed as making
necessary the approval by the Bondholders of the execution of any
supplemental agreement-or agreements_as authorized in Section 10.01
of this Article. --------.-~--_.__.._
If at any time the Authority shall request the Trustee to
enter into any supplemental agreement for any of the purposes- of
this section, the .Trustee shall, at the expense of the Authority,
give notice by mail, postage prepaid, to all registered owners of
Bonds. Such notice shall briefly set forth the nature of the
proposed supplemental agreement and shall state that a copy thereof
is on file at the office of the Trustee for inspection by all
Bondholders. The Trustee shall not, however, be subject to any
liability to any Bondholder by reason of its failure to mail the
notice required by this section, and any such failure shall not
affect the validity of such supplemental agreement when consented
to and approved as provided in this section.
Whenever, at any time within orie (1) year after mailing of
such notice, the Authority shall deliver to the Trustee an
instrument or instruments purporting to be executed by the holders
-33-
of not-less than sixty-six and two-thirds percent (66-2/3~) in
aggregate principal amount of the Bonds then outstanding, which
instrument or instruments shall refer to the proposed supplemental
agreement described in such notice and shall specifically consent
to and approve the execution thereof in substantially the form of
-.the copy thereof referred to in such .notice as on file with the
Trustee; thereupon, but not otherwise, the Trustee may execute such
supplemental agreement in substantially such form, without
liability or responsibility to any holder of any Bond, whether or
not such holder shall"-have consented thereto.
If the holders of not less than sixty-six and two-thirds
percent (66-2/3%) in aggregate principal amount of the Bonds
outstanding at the time of the execution of such supplemental
agreement shall have consented to and approved the execution
thereof as herein provided, no holder of any Bond shall have any
right to object to the: execution of such supplemental agreement or
to object to~any of the terms and provisions contained therein or
the operation thereof, or in any manner to question the propriety
of the execution thereof, or to enjoin or restrain the Trustee or
the Authority from executing the same, or from taking any action
pursuant to the provisions thereof.
Upon the execution of any supplemental agreement pursuant to
the provisions of this section, this Agreement shall be, and shall
be deemed, modified and amended in accordance therewith, .and the
respective rights, duties and obligations under this Agreement of
the Authority, the. Trustee, -and .all holders of Bonds then
outstanding shall thereafter be determined, exercised and enforced
hereunder, subject in all respects to such modifications and
amendments.
.~___~__._-_.._.__.___.__._S.ec..-_... 10.03 . The Trustee is authorized. to j oin .: with the
-.----~--Authority in the execution of any such supplemental agreement and
to make the further agreements and stipulations which may be
contained therein. Any supplemental agreement executed.. in
- accordance with the provisions of this Article shall thereafter
form a part of this Agreement, and .all the terms and conditions
contained in any such supplemental agreement as to any provision
authorized to be contained therein shall be, and shall be deemed
to be, part of .the terms and conditions of this Agreement for any
and all purposes.
Sec. 10.04. .The Trustee
shall be fully protected in
counsel approved by it who ma
conclusive evidence that any
complies with the provisions
proper for the Trustee, under
join in the execution of such
shall be entitled to receive, and
relying upon, the opinion of .any
y be counsel for the Authority, as
uch proposed supplemental agreement
of this Agreement, and that it is
the provisions of this Article, to
supplemental agreement.
-34-
Sec. 10.05. Notwithstanding anything contained in the
foregoing .provisions of this Agreement, the rights and. obligations
• of the Authority and of the holders of the Bonds,-and the terms and
provisions of the Bonds .and .this. Agreement, or any supplemental
agreement, may be modified the aconsrent of the holderstof all the
consent of the Authority and
Bonds then outstanding.
ARTICLE XI.
Miscellaneous Provisions
Sec. 11.01. Any covenant of the Authority set forth in this
Agreement may be waived or modified in whole or in part with the
written consent of the Authority and the Trustee without the
necessity of obtaining the consent of the Bondholders and without
the execution and delivery of a supplemental agreement.
Seca 11.02. Any notice or demand which by any provision of
this Agreement is required or permitted to be given or served by
the Trustee on the Authority shall be deemed to have been
sufficiently given or served for all purposes, by being deposited,
postage prepaid, in a United States Post Office letter box,
addressed (until another address is fose d asnf llowsng by the
Authority with the Trustee for-that purp )
South Bend Redevelopment Authority
1200 County-City Building
227 West Jefferson, Blvd.
South Bend., Indiana 46601
Any notice._-o.r---demand_~rhich_by _any_ provision of this Agreement _ _.
is required or permitted to be given or served by the Authority on
the Trustee shall be.--.deemed to have been sufficiently given or
served for all purposes, by being deposited, postage prepaid, in
a United States Post Office letter box, addressed (until another
address is filed in writing by the Trustee with the Authority for
that purpose) as follows:
Norwest Bank Indiana, N.A.
112 West Jefferson Boulevard
P.O. Box 1512
South Bend, Indiana 46634
Attention: Warren G. Ransom
Sec. 11.03. In any case where the date of maturity. of
interest on or principal of the Bonds or the date fixed for
redemption of any Bonds shall be in the city of payment a Saturday,
Sunday or a legal holiday or a day on which banking institutions
are authorized by law to close, then payment of interest or
. -35-
principal may be made on the succeeding business day. with the same
force and .effect as if .made on .the date of maturity on .the date
fixed for redemption.
Sec. 11.04. This Agreement ich shall be an or ginaleCanddall
several counterparts, each of wh
of which shall constitute but one and the same instrument.
Sec. .11.05. With the exception of rights herein expressly
conferred, nothing expressed or mentioned in or to be implied from
this Agreement or the Bonds is intended or shall be construed to
give to any person or company other than the .parties .hereto and the
Bondholders, any legal or equitable right, remedy or claim under
or in respect to this Agreement, or any covenants, conditions and
provisions .herein contained;. this Agreement and all of the
covenants, conditions and provisions hereof being intended to be
and being for the .sole and exclusive benefit of the parties hereto
and the owners of the Bonds as herein provided.
Sec. 11.06. If any provisions of this Agreement shall be held
or deemed to be or shall, in fact, be illegal, inoperative or
unenforceable, the same shall not affect any other provision or
provisions herein contained or render the same invalid, inoperative
or unenforceable to-any extent whatever.
-Sec. 11.07. No member, officer or employee of the Authority
or of any department or board thereof, shall be individually or
personally liable for the payment of the principal of or interest
or redemption premium on any Bond. Nothing herein contained shall,
however,-relieve any such member, officer or employee from the
performance of any duty provided or required by law.
Sec. 11.08. This Agreement shall be construed and enforced
in accordance with the laws of the State of Indiana.
Sec. 11.09. The headings or titles of the several Articles ---_
and Sections hereof, and any table of contents appended to copies
hereof, shall be solely for convenience of reference and shall not.
affect the meaning, construction, interpretation or effect of this
Agreement.
Sec. 11.10. The provisions of this Agreement shall constitute
a contract between the Authority and the holders of the Bonds, and
after the issuance of any Bonds no change or alteration of any kind
in the provisions of this Agreement may be made until all of the
Bonds have been paid in full as to both .principal and interest, or
provision for such payment has been made in accordance with
Article VIII hereof, except in accordance with Article X hereof.
• -36-
IN WITNESS WHEREOF, SOUTH BEND REDEVEIAPMENT AUTHORITY has
caused. its corporate .name to-be hereunto... subscribed by the
.President of its Board of Directors, and attested by the Secretary-
.- Treasurer of its Board of Directors,. and Norwest Bank Indiana,
N.A. , as Trustee, has likewise caused these presents to be executed
in said Trustee's name and behalf by its Vice President and Trust
Officer, and its corporate seal to be hereunto affixed and .attested
by its Vice President and Trust Officer, in token of its acceptance
of said trust, as of the day and year first hereinabove written.
SOUTH BEND REDEVELOPMENT AUTHORITY
By
(Written Signature)
Jospeh W Wroblewski _
(Printed. Signature)
President, .Board of Directors
Attest:
(Written Signature)
Donald K. Fewell
(Printed Signature}
• Secretary-Treasurer, Board
of Directors
NORWEST BANK INDIANA, N.A.
- -..
---- By
_ __ ___.__-. ___ (Written Signature)
(Printed Signature)
Attest:
(Written Signature)
(Printed Signature)
-37-
STATE OF INDIANA )
)SS:
COUNTY OF )
Before me, the undersigned, a Notary Public in and for said
County and State,. this day of , 1991,
.personally appeared Joseph W. Wroblewski and Donald K. Fewell,
personally.. known to me to be the President and Secretary-
Treasurer, respectively, of the Board of Directors of South Bend
Redevelopment Authority, and acknowledged the execution of the
foregoing Agreement for and on behalf of said Authority.
WITNESS my hand and notarial seal.
(Seal)
(Written. Signature)
(Printed Signature)
Notary Public
My commission expires
My county of residence is
•
-38-
STATE OF INDIANA )
)SS:
COUNTY OF )
Before me, the undersigned, a Notary public in and for said
County and State, this day of , 1991,
personally appeared and
and
personally known to me to be the
respectively, of Norwest Bank Indiana, N.A.,
and acknowledged-the execution of the foregoing Agreement for and
on behalf of said Bank.
WITNESS my hand and notarial seal.
(Seal)
(Written Signature)
(Printed Signature)
Notary Public
My commission expires
My county of residence is
This instrument was prepared by Randloph R. Rompola, Baker &
Daniels, 205 West Jefferson Boulevard, Suite 250, South Bend,
Indiana 46601.
\rrrompol\sthbend\covelesk\trustngr;tmg;ll/14/91
-39-
APPENDIX D
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1991
Re: South Bend Redevelopment Authority Taxable Lease
.Rental Revenue Bonds (Coveleski Stadium Refundingt)
Gentlemen:
We have acted as bond counsel in connection with the
issuance by the South Bend Redevelopment Authority (the "Issuer"),
of Four Million Two Hundred Ninety Thousand Dollars ($4,290,000)
aggregate principal .amount of South Bend Redevelopment Authority
Taxable Lease Rental Revenue Bonds (Coveleski Stadium Refunding)
originally dated December 1, 1991 (the "Bonds"), pursuant to a
Trust Agreement (the °Trust Agreement") between .the Issuer and
Norwest Bank Indiana, N.A., as Trustee (the "Trustee"), dated as
of November 1, 1991. 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, the Issuer and the Trustee and the enforceability of the
Bonds, the Trust Agreement and the Lease (as defined below), may
be subject to bankruptcy, insolvency, reorganization, moratorium
and other similar laws 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 in appropriate cases.
As to questions of fact material to our opinion, we have
relied, without undertaking to verify the same by independent
investigation, upon representations, covenants and certifications
of the Issuer and public officials contained in the Trust Agreement
and in the certified transcript of proceedings and other
certificates furnished to us. We have not been engaged or
undertaken to review the accuracy, completeness or sufficiency of
U
any offering materials relating to the Bonds, and we express no
opinion relating thereto.
Based upon 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 described below, perform the
agreements on its part contained therein and issue the Bonds.
2. The lease between the Issuer, as lessor, and the
South Bend Redevelopment Commission (the "Commission"), as lessee,
dated as of June 1, 1988, and as amended by the Addendum to Lease
between the. Issuer and the Commission dated as of November 1, 1991
(the lease, as so amended, shall be referred to herein as 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 Commission is required by the Act and the Lease
annually to levy and appropriate an amount sufficient to pay the
Lease rentals during the term of the Lease.
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.
4. The interest on the Bonds is exempt from taxation
in the State of Indiana for all purposes except the Indiana
financial -inst-itutions tax and the Indiana inheritance tax.
Very truly yours,
•
TA% MATTERS
In the opinion of Baker & Daniels, South Bend, Indiana, Bond
Counsel, interest on the Taxable Lease Rental Revenue Bonds is
exempt from taxation in the State of Indiana for all purposes
except the Indiana financial. institutions tax and the Indiana
inheritance tax.
INTEREST ON THE TAXABLE LEASE RENTAL REVENUE 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 Taxable Lease Rental
Revenue Bonds.. Prospective owners of the Bonds should consult
their own tax advisors with respect to the foregoing and other
tax consequences of .owning the Taxable Lease Rental Revenue
Bonds.
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