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HomeMy WebLinkAbout1993-06-29 Resolution 77 RESOLUTION NO. 77 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY TAXABLE LEASE RENTAL ACQUISITION AND REFUNDING REVENUE BONDS OF 1993 {AIRPORT ECONOMIC DEVELOPMENT AREA PUBLIC IMPROVEMENT PROJECT) AND OTHER RELATED MATTERS WHEREAS, the South Bend Redevelopment Authority (the "Authority") has been created pursuant to I,C. 36-7-14.5 as a separate body, corporate and politic, and as an instrumentality of the City of South Bend to finance local public improvements for lease to the South Bend Redevelopment Commission (the "Commission"); and WHEREAS, the Authority intends to issue bonds in the . aggregate amount not to exceed Five Million and 00/100 Dollars ($5,000,000.00) pursuant to I.C. 36-7-14.5-19 to be known as the "South Bend Redevelopment Authority Taxable Lease Rental Acquisition and Refunding Revenue Bonds of 1993 (Airport Economic Development Area Public Improvement Project)" (the "Bonds"), the proceeds of which are to be used to: (i) refund the South Bend Redevelopment Authority Taxable Lease Rental Revenue Bonds (Airport Economic Development Area Public Improvement Project) (the "Refunded Bonds") issued in 1991 to pay the costs of constructing and acquiring certain land and public improvements located in the Airport Economic Development Area (t.he "Area"); (ii) acquire additional land and construct certain public improvements in the Area; and (iii) pay the casts of issuance of the Bands; and • i WHEREAS, the Authority intends to amend the currently -" existing lease of the Project with the Commission dated as of August 1, 1990, which was subsequently amended as of January 29, 1991, (collectively the "Lease"}, which Lease was heretofore approved and executed by this Authority; and WHEREAS, there has been prepared and submitted to the Authority a form of Trust Agreement to be dated as of July 1, 1993, between the Authority and Society National Bank, Indiana, as Trustee (the "Trust Agreement") which Trust Agreement provides for, among other things, the issuance of such Bonds to finance the refunding of the Refunded Bonds; and WHEREAS, a Preliminary Official Statement of the Authority (the "Preliminary Official Statement") dated June 29, • 1993, relating to the issuance of the Bonds has been prepared by H.J. Umbaugh & Associates, as financial advisor to the Authority, and presented to the Authority; and WHEREAS, there has been prepared and submitted to the Authority a form of Irrevocable Escrow Deposit Agreement to be dated as of July 1, 1993, between the Authority and Society National Bank, Indiana, as Escrow Trustee (the "Escrow Agreement"), which Escrow Agreement provides for, among other things, the deposit of a portion of the proceeds of the Bonds with the Escrow Trustee in an amount, plus investment earnings thereon, that will be sufficient to pay all principal of and interest on the Refunded Bonds; -2- NOW, THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment Authority as follows: Section 1. In order to pay and finance the costs of the purposes described herein, and to pay costs of issuance, there is hereby authorized and there shall be executed, issued, and delivered by and on behalf of the Authority, pursuant to I.C. 36- 7-14.5 et se ., the Bonds in the aggregate principal amount not to exceed Five Million and 00/100 Dollars ($5,000,000.00). The Bonds shall be designated as taxable in their title. Section 2. The Bonds are hereby authorized to be issued under, pursuant to, and in accordance with the Trust Agreement with a final maturity date of not later than August 1, 2012, a maximum rate of interest for any maturity of eight and one-half percent (8.5%) per annum, a maximum underwriter's discount not to exceed one percent (1.00%) and a maximum original issue discount not to exceed one-half percent (.50%) of such aggregate principal amount.. Principal of and interest on the Bonds will be payable semiannually on February 1 and August 1. The proceeds of the Bonds shall be delivered to the Trustee and applied by the Trustee in accordance with the Trust Agreement. Section 3. The Bonds maturing on or after February 1, 2004, may be redeemed prior to maturity, at the option of the Authority in whole or in part, in whole multiples of $5,000, on any date not earlier than August 1, 2003, from any moneys made _..._ available for that purpose, at a redemption price expressed as a percentage of the principal amount of each Bond to be redeemed in • -3- • accordance with the following schedule, plus interest accrued on the Bonds so redeemed to the date fixed for redemption: Redemption Period (Both Dates Inclusive) Redemption Price August 1, 2003 to July 31, 2004 102% August 1, 2004 to July 31, 2005 101% August 1, 2005 to thereafter 100% Section 4. At the option of the Underwriter, the Underwriter may aggregate the Bonds into one or two term bonds payable from mandatory sinking fund redemption payments (the "Term Bonds") required to be made as set forth below. The Term Bonds shall have a stated maturity or maturities on February 1 and August 1. Such Term Bonds shall be subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, but without premium, on February 1 and August 1 in the years and in the principal amounts as selected by the Underwriter. The Trustee shall credit against the mandatory sinking fund requirement for the Bonds aggregated into Term Bonds, and corresponding mandatory redemption obligation, in the order determined by the Authority, any of the Bonds aggregated into Term Bonds. which have been previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Trustee for cancellation or purchased for cancellation by the Commission and not therefore applied as a credit against any redemption obligation. Each Bond maturing as a Term Bond so delivered or cancelled shall be credited by the i• -4- Trustee at one hundred (100%) percent of the principal amount thereof against the mandatory sinking fund obligation on such mandatory sinking fund date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of the Bonds to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, that the Trustee shall only credit the Bonds maturing as Term Bonds to the extent received on or before forty-five (45) days preceding the applicable mandatory redemption date. Section 5. Said Bonds shall be issued in accordance with and shall be secured by a trust agreement substantially in the form of the Trust Agreement submitted to this meeting, with such changes as the President and the Secretary of the Authority deem necessary or appropriate to effectuate this Resolution and to consummate the • sale of the Bonds, said officers' execution and attestation thereof to be conclusive evidence of their approval of such changes. Section 6. The Authority shall enter into the Escrow Agreement substantially in the form of the Escrow Agreement submitted to this meeting, in order to effect the refunding of the Refunded Bonds in accordance with their terms. The Authority hereby authorizes the President and the Secretary to execute and attest, respectively, the Escrow Agreement substantially in the form submitted to this meeting together with such changes and modifications in form or substance as may be approved by the President and the Secretary with any such approval to be C -5- conclusively evidenced by such authorized execution and attestation • of the Escrow Agreement. Section 7. The Secretary is authorized and directed to place copies of the Trust Agreement and the Escrow Agreement in the minute book immediately following the minutes of this meeting and said Trust Agreement and Escrow Agreement are made a part of this Resolution as if the same were fully set forth herein. Section 8. The Preliminary Official Statement is hereby approved in the form presented to the Authority at this meeting, and the Preliminary Official Statement in the form presented at this meeting is hereby deemed final for purposes of the provisions of Rule 15c2-12 of the Securities and Exchange Commission. The Underwriter, as such term is defined hereinbelow, is hereby authorized and directed to cause to be distributed such Preliminary • Official Statement substantially in the form presented to this meeting, with such changes as may be required and which are approved by the Authority's legal counsel as H.J. Umbaugh & Associates may recommend, to describe adequately the Bonds and information related thereto, to all parties who in its judgment may be interested in bidding on such Bonds; and the Authority shall place a copy of such Preliminary Official Statement as presented to this meeting with the minutes of this meeting. Section 9. The Bonds shall be sold by private negotiated sale, as provided by IC 36-7-14.5-19, to City Securities Corporation (the "Underwriter"), at a price of not to exceed ninety-nine percent (99%) of the par value of the Bonds plus r: -6- accrued interest to the date of delivery of the Bonds in accordance with the Purchase Agreement. The President or Vice-President of the Authority are hereby authorized to execute and deliver the Purchase Agreement substantially in the form attached hereto as Appendix A (the "Purchase Agreement"), together with such changes and modifications as may be approved by the President or Vice- President (with execution by the President or Vice-President to be conclusive evidence of such approval). The President or Vice- President are further authorized to carry out, on behalf of the Authority, the terms and conditions set forth in the Purchase Agreement, consistent with the provisions of this Resolution. Section 10. Prior to the delivery of the Bonds the Secretary shall be authorized to obtain a legal opinion as to the validity of the Bonds from bond counsel for the Authority, and to • furnish such opinion to the purchaser or purchasers of the Bonds. The cost of such opinion shall be considered as part of the costs incidental to the issuance of the Bonds and shall be paid out of proceeds of said Bonds. Section 11. If the President or the Secretary-Treasurer determine that market conditions at the time of the sale of the Bonds are such that the Authority is able to finance the refunding of the Refunded Bonds and acquisition of the additional property by issuing Bonds in an aggregate principal amount which is less than $5,000,000.00, then the Authority shall issue such lesser principal amount of Bonds. -7- Section 12. After the sale of the Bonds, the President and the Secretary-Treasurer are authorized to complete the Trust Agreement and the Escrow Agreement and then to execute the same on behalf of the Authority. Section 13. The President, Vice President, and Secretary-Treasurer of this Authority and each of them is hereby authorized to take all such actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this Resolution, in such forms as the President, Vice President and Secretary-Treasurer executing the same shall deem proper, to be evidenced by the execution thereof. Section 14. The provisions of this Resolution and the Trust Agreement shall constitute a contract between the Issuer and the holders of the Bonds, and, after the issuance of the Bonds, • this Resolution shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as the Bonds or the interest thereon remains unpaid. • -8- Adopted at a meeting of the Authority held on June 29, 1993 at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. CITY OF SOUTH BEND REDEVELOPMENT AUTHORITY By : 1i(Jc lX~ J eph Wroblewski, President ATTEST: o- ~~~ Donald K. Fewell, Secretary-Treasurer • rrrompola\sthbend\airpttax.ref\luauthis.sue;llb;6-29-93; -9- SOUTH BEND REDEVELOPMENT AUTHORITY TAXABLE LEASE RENTAL ACQUISITION AND REFUNDING REVENUE BONDS OF 1993 (Airport Economic Development Area Public Improvement Project) BOND PURCHASE CONTRACT July , 1993 South Bend Redevelopment Authority South Bend, Indiana 46601 Gentlemen: The undersigned, City Securities Corporation (the "Underwriter"), offers to enter into the following agreement with tl~e South Bend Redevelopment Authority (the "Authority") which, upon acceptance by the Authority, will be binding upon it and the Underwriter. Certain terms used in this Bond Purchase Contract are .defined by provisions in the Trust Agreement to which reference is made. This Bond Purchase Contract is hereinafter referred. to as the "Contract." • 1. Purchase and Sale. Subject to the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriter, all but not less than all of the $ aggregate principal amount of South Bend Redevelopment Authority Taxable Lease Rental Acquisition and Refunding Revenue Bonds of 1993 (Airport Economic Development Area Public Improvement Project) (the "Bonds"). The Bonds will be dated the first day. of the month in which they are originally delivered, and will have the maturities and bear interest at the rates per annum as set forth on the cover of the Official Statement (as hereinafter defined). The purchase price for the Bonds will be $ (representing in the aggregate an Underwriter's discount of $ from the aggregate principal amount of the Bonds, plus accrued interest from the dated date of the Bonds). -The Bonds will be issued under and secured by a Trust Agreement dated as of July 1, 1993 (the "Trust Agreement"), between the Authority and Society National Bank, Indiana, South Bend, Indiana, as Trustee (the "Trustee"). The Bonds are more fully described in the Trust Agreement, the Preliminary Official Statement and the Official Statement (each as hereinafter defined). The Official Statement of the Authority relating to the Bonds, dated the date hereof, together with the cover page and all attachments and appendices thereto, is designated herein as the "Official Statement." Such document in the form approved by the. Authority on 1993, is designated herein as the "Preliminary Official Statement." 2. Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds at prices not in excess of the initial public offering prices set forth on the cover page of the Official Statement. The Authority t~e~ Eby ratifies the distribution of the Preliminary Official Statement and authorizes the Official Statement and the documents referred to therein to be used in connection with the public offering and sale of the Bonds. The Underwriter agrees, in connection with the sale y;~, of Bonds by the Underwriter, that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by delivery of a copy of the Official Statement. 3_ Representations, Warranties and .Agreements. The Authority hereby represents, warrants and agrees as follows: (a) The Authority is a duly created and validly existing separate body corporate and politic, constituting an instrumentality of the City of South Bend (the "City") for the public purposes set forth in the provisions of Indiana Code 36-7-14.5, as amended from time to time (the '"Act"); (b) The Act has been. validly adopted and is in full force and effect as of the date of this Contract and will be in full force and effect as of the Closing Date, as defined in Section 4 of this Contract. ?n accordance with the Act, (i) the Authority has full legal right, power and authority (A) to approve and deliver .the Preliminary Official Statement and to enter into, execute and deliver this Contract, the Trust Agreement and the Official Statement, (B) to sell, issue and deliver the Bonds to the Underwriter as provided herein, and (C) to carry out and consummate the transactions contemplated by this Contract, the Trust Agreement and the Official Statement; and (ii) the Authority has complied with, and will at the Closing be incompliance in all respects with, the terms of the Act and with the obligations in connection with the issuance of the Bonds on its part contained in the Trust Agreement, the Bonds and this Contract; (c) By all necessary official action, the Authority has, or will have prior to Closing, duly authorized the execution and delivery of the Bonds, the Trust Agreement, this Contract, the approval and delivery of the Preliminary Official Statement, the approval, execution and delivery of the Official Statement and the performance by the Authority of the obligations in connection with the issuance of the Bonds on its part contained in the Bonds, the Trust Agreement, and this Contract and the consummation by it of all other transactions contemplated by this Contract in connection with the issuance of the Bonds; . (d) The Trust Agreement and this Contract, assuming the valid authorization, execution and delivery of the other parties thereto, does or will constitute, prior to Closing, the legal, valid and binding obligations of the Authority, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and to general principles of equity. in appropriate cases, and subject to the valid exercise of constitutional powers of the United States of America and the State of Indiana; (e) The Bonds when issued, authenticated and delivered to the Underwriter in accordance with the Trust Agreement and this Contract, will constitute legal, valid and binding obligations of the Authority of the character referred to in the Official Statement, in conformity with and entitled to the benefit and security of the Act and the Trust Agreement and enforceable in accordance vvith the terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and to general principles of equity in appropriate cases, and subject to the valid exercise of constitutional powers of the United States of America and the .State of Indiana; (f) The Authority is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of Indiana or the United States or any applicable judgment or decree or any loan agreement, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and no event has occurred and is continuing which which the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument;- and the issuance and sate of the Bonds, the execution and delivery of this Contract and the Trust Agreement and the Authority's compliance with the provisions contained in any thereof will not conflict. with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree or order of any court, • regulatory body or other public body, loan agreement, trust agreement, bond, Hole, resolution, -2- ~, ._• ayreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and no such execution, delivery, adoption or compliance will result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Trust Agreement; (g) Any and all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over any matter which is required for the due authorization of, which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations under this Contract or the Trust Agreement will be obtained prior to the Closing Date, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with offering and sale of the Bonds; (h) Between the date of this Contract and the Closing Date, the Authority will not, without the prior written consent of the Underwriter, which consent shall not unreasonably be withheld, offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, except such obligations and liabilities as may be described in the Official Statement, and there will not be any adverse change of a material nature in the financial position, results of operations or conditions, financial or otherwise, of the Authority other than as contemplated by and described in the Official Statement; (i) There is no action, suit, proceeding, inquiry or investigation of any nature at law or in equity, before or by any court, governmental agency, public board or body pending, or, to the knowledge of the Authority, threatened, seeking to restrain or enjoin the issuance, sale execution or delivery of the Bonds or the performance of any of the covenants contained in this Contract or the Trust Agreement or in any way questioning or affecting (i) the transactions • contemplated by this Contract, the Trust Agreement or the Official Statement, (ii) the right or authority of the Authority to pay the Bonds, including any applicable premium, or to pledge or grant a security interest in the trust estate under the Trust Agreement or to carry out the terms and provisions of this Contract and Trust Agreement, or {iii) the validity of the Bonds or any provision made for the payment of principal of, premium, if any, or interest on the Bonds or the power of the Authority to perform its obligations under this Contract and the Trust Agreement; and neither the corporate existence of the Authority nor the right of the members of the Board of Directors of the Authority to their offices nor the titles of the officers of the Authority to their respective offices are being contested, and no authority or proceeding for the issuance of the Bonds has been repealed, revoked or rescinded; (j) Except for the liens created equally and ratably under the Trust Agreement in connection with the issuance of the Bonds, there is no lien on any of the revenues or properties of the Authority as of the date of this Contract and there will be no such lien on the Closing Date; (k) As of the date thereof, the Preliminary Official Statement (i) has been deemed by the .Authority to constitute a final official statement, except for the inclusion of certain information such as the offering price(s) of and interest rate(s) on the Bonds, the final aggregate issued amount of the Bonds and of each maturity of the Bonds, the Closing Date, and other terms or provisions with respect to the sale of the Bonds established pursuant to this Contract and in accordance with SEC Rule 15c2-12(b)(1); and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (I) As of the date of this Contract, the Official Statement is hereby deemed by the Authority • to constitute a final official statement with respect to the offering, issuance and sale of the Bonds, and at the time of the Authority's acceptance hereof and at all times subsequent thereto until -3- ~, and including the Closing Date,the Official Statement, together with any and all amendments • and supplements thereto pursuant to paragraph (m) of this Section 3, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (m) If between the date of this Contract and the Closing Date any event shall occur which might or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of tfie circumstances under which they were made, not misleading, the Authority will notify the Underwriter, and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will at its sole expense supplement or amend the Official Statement in a form and in a manner approved by the Underwriter; (n) Any certificate signed by any officer of the Authority and delivered to the Underwriter will be deemed to be a representation by the Authority to the Underwriter as to the truth of the statements contained in such certificate; and (o) The Authority hereby agrees to provide copies of the Official Statement (as the same may be amended or supplemented) to the Underwriter in such numbers and at such times as are set forth in Section S(f) of this Contract. 4. Closing. The Bonds shall be delivered to the Underwriter in Indianapolis, Indiana (or such other place as requested by the Underwriter), on or before 1993, or at such other date as may be agreed upon by the Authority and the Underwriter (the "Closing Date"), at which time the Underwriter, subject to the terms and conditions of this Contract, will pay the purchase price of the Bonds in full in immediately available federal funds. S. Closing Conditions. The Underwriter has entered into this Contract in reliance upon the representations, warranties and agreements of the Authority contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Authority of its respective obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligation under this Contrat to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Authority of its obligations and agreements to be performed hereunder and under such documents and instruments at or prior to the Closing, and shal- also be subject to the following additional conditions: (a) The representations and warranties of the Authority contained in this Contract shall be true, complete and correct on this date and on the Closing Date, as if then made; (b) At the time of the Closing, the Trust Agreement, as approved by the Authority, shall have been executed and delivered by the Authority and the Trustee; and the Official Statement shall have been duly executed and delivered by the Authority and shall not have been supplemented or amended, except in any such case as may have been approved to by the Underwriter; (c) At the time of the Closing, this Contract, the Bonds and the Trust Agreement shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect; (d) There shall have been adopted and be in full force and effect such resolutions of the Authority authorizing the transactions contemplated by this Contrat as may reasonably be required by Baker & Daniels, Bond Counsel ("Bond Counsel"), and the Authority shall have delivered certified copies of all such resolutions and any other documents relating to the Bonds as may be required by Bond Counsel; • -4- 1_: (e) At or prior to the time of Closing, the Underwriter shall have received copies of each of the following documents in such number as shall be requested and in form and substance satisfactory to the Underwriter: (i) The Official Statement and each supplement or amendment, if any, thereto, executed on behalf of the Authority by its President or Vice-President; (ii) The Trust Agreement, fully executed by the Authority and the Trustee; and (iii) Opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter; and (v) _ A certified copy of the transcript of proceedings relating to the issuance of the Bonds_ (f) Within the earlier of (i) five (S) Business Days from the date of this Contract or (ii) such other time, if any, as the Underwriter has notified the Authority, prior to the date hereof, that confirmations requesting payment will be sent to parties purchasing Bonds from the Underwriter, the Underwriter will have received for distribution to the prospective investors copies of the Official Statement (as the same may be amended or supplemented) in such quantities as may be necessary in order for the Underwriter to comply with the requirements of the SEC Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board. The Underwriter agrees to notify the Authority or its Counsel of the approximate number of copies of the Official Statement that will be necessary to be supplied for purposes of the foregoing requirement, prior to the printing of the Official Statement or any supplement thereto. 6. Termination. The Underwriter shall have the right to terminate the Underwriter's obligations under this Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the Authority of the election of the Underwriter to do so if, after the execution hereof and prior to the Closing: (a) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds are not exempt from registration under the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934., as amended and as then in effect, or that the Trust Agreement, as then amended or supplemented, is not exempt from qualification under the Trust Agreement Act of 1939, as amended and as then i n effect; (b) Subsequent to the respective dates as of which information is given in the Official Statement, there shall have occurred any change or any development involving a prospective change in the business or financial condition of the Authority which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering described in Section 2 ofthisContract; (c) Any rating assigned to the Bonds shall have been downgraded, suspended or withdrawn by Moody's Investors Service, Inc., or there has been an official statement. regarding a downgrading, suspension or withdrawal of any such rating and such action, in the opinion of the Underwriter, materially and adversely affects the market price for the Bonds; or (d) The Authority fails to deliver to the Underwriter the copies of the Official Statement (as the same may have been amended or supplemented) in the amounts and within the time period specified in Section 5(f) of this Contract and such failure, in the reasonable opinion of the Underwriter, materially and adversely affects the marketability of the Bonds or subjects the Underwriter to fines, sanctions or other penalties under the rules governing the delivery or filing of Official Statements promulgated by the Securities and Exchange Commission or the Municipal Securities Rulemaking Board. . 7. Expenses. The Authority shall pay all costs and expenses incident to the performance. of its obligations under this Contract, including all expenses incident to the delivery of the Bonds to the -S- ~ ~, Underwriter, the fees and expenses of Bond Counsel, the fees and expenses of the Financial Advisor to the Authority, the costs and expenses incident to the preparing and printing of this Contract, the Official Statement, the Trust Agreement and any fees charged by investment rating agencies for the rating of the Bonds, it being understood that, except as provided in this Section 7, the Underwriter will pay all its own costs and expenses including any advertising and mailing connected with any offering of the Bonds by it. Nothing herein shall be construed to relieve the Underwriter from liability for its default. 8. Parties in Interest. This Contract is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns of any Underwriter, but excluding any purchaser of the Bonds) and no bondholder or any other person shall acquire or have any right hereunder or by virtue hereof. . 9. Governing Law. This Contract shall be construed in accordance with and governed by the laws of the State of Indiana. Very truly yours, CITY SECURITIES CORPORATION BY Printed Title • ACCEPTED AS OF _. ,1993 By THE SOUTH BEND REDEVELOPMENT AUTHORITY Joseph W. Wroblewski, President -6-