Loading...
HomeMy WebLinkAbout1994-06-21 Resolution 94RESOLUTION NO. 94 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY VARIABLE RATE DEMAND LEASE RENTAL REVENUE BONDS OF 1994 (COLLEGE FOOTBALL HALL OF FAME 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 Nineteen Million and 00/100 Dollars ($19,000,000.00) pursuant to I.C. 36-7-14.5-1 et sea. to be known as the "South Bend Redevelopment Authority Variable Rate Demand Lease Rental Revenue Bonds of 1994 (College Football Hall of Fame Project)" (the "Bonds"), the proceeds of which are to be used to finance the costs of: (i) constructing and equipping a college football hall of fame including payment of a bond anticipation note issued by the Commission and dated as of January 6, 1993 and (ii) issuance of the Bonds (the "Project"); and WHEREAS, the Authority intends to lease the Project to the Commission pursuant to a lease dated as of November 1, 1993 (the "Lease"), which Lease was heretofore approved and executed by the Authority; and • . WHEREAS, there has been prepared and submitted to the Authority a form of Trust Indenture to be dated as of June 1, 1994, between the Authority and Norwest Bank Indiana, N.A., as trustee (the "Trust Indenture"), which Trust Indenture provides for, among other things, the issuance of such Bonds to finance the costs of the Project; and WHEREAS, the Authority desires to .sell the Bonds by private, negotiated sale to First Chicago Capital Markets, Inc., acting on its own behalf and on behalf of one (1) other underwriter (collectively referred to herein as the "Underwriter"), which Underwriter .has prepared and presented to the Authority a Purchase Contract (the "Purchase Contract") relating to the sale and purchase of the Bonds; and • WHEREAS, a Preliminary Official Statement of the Authority relating to the issuance of the Bonds (the "Preliminary Official Statement") has been prepared and presented to the Authority; 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 the costs of issuance of the Bonds, there is hereby authorized and there shall be executed, issued, and delivered by and on behalf of the Authority, pursuant to I.C. 36-7-14.5-1 et se ., the Bonds in the aggregate principal amount not to exceed Nineteen Million and 00/100 Dollars ($19,000,000.00). L1 • Section 2. Said Bonds shall be issued in accordance with and shall be secured by a trust indenture substantially in the form of the Trust Indenture presented to the Authority, 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 3. Norwest Bank Indiana, N.A., South Bend, Indiana, is hereby appointed to serve as trustee (the "Trustee") in connection with the issuance of the Bonds to finance the Project. The Trustee shall be charged with and shall by the Trust Indenture undertake the duties and responsibilities customarily associated with such position, as evidenced by the Trust Indenture. Section 4. The Bonds are hereby authorized to be issued under, pursuant to, and in accordance with the Trust Indenture with a final maturity date of not later than February 1, 2019, a maximum rate of interest for any maturity of twelve percent (12%) per annum and a maximum underwriter's discount not to exceed one percent (1.0%) of such aggregate principal amount. The proceeds of the Bonds shall be delivered to the Trustee and applied by the Trustee in accordance with the Trust Indenture. The Bonds shall be issued in a principal amount or principal amounts and bear interest at rate or rates as set forth in the Trust Indenture. The Bonds shall be redeemable from any moneys made available for that purpose upon terms set forth in the Trust Indenture. ~J • Section 5. The Bonds shall be sold by private, negotiated sale, as provided by IC 36-7-14.5-19, to the Underwriter, at a price of not less than ninety-nine percent (99%) (exclusive of original issue discount) of the par value of the Bonds plus accrued interest to the date of delivery of the Bonds in accordance with the Purchase Contract. The President or Vice- President of the Authority are hereby authorized to execute and deliver the Purchase Contract substantially in the form presented to the Authority, together with such changes and modifications as may be approved by the President or Vice-President, said officers' execution to be conclusive evidence of their approval of such changes. 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 Contract, consistent with the provisions of this Resolution. Section 6. The Preliminary Official Statement is hereby approved in the form presented to the Authority at this meeting. The President, Vice-President or Secretary-Treasurer are each individually authorized to deem the Preliminary Official Statement final for purposes of the provisions of Rule 15c2-12 of the Securities and Exchange Commission. The Underwriter is hereby authorized and directed to cause to be distributed such Preliminary Official Statement substantially in the form deemed final, with such changes as may be required and which are approved by the Authority's legal counsel to describe adequately the Bonds and information related thereto, to all parties who in its judgment may • be interested in bidding on such Bonds. I Section 7. The Secretary is authorized and directed to place copies of the Trust Indenture, the Purchase Contract and the Preliminary Official Statement presented to the Authority in the minute book immediately following the minutes of this meeting and said documents are made a part of this Resolution as if the same were fully set forth herein. Section 8. Prior to the delivery of the Bonds, the President, Vice- President and Secretary-Treasurer shall be authorized to investigate, negotiate and obtain a letter of credit with The Fuji Bank, Limited, New York Branch, for the Bonds. The President, Vice-President and Secretary are authorized to enter into a letter of credit and reimbursement agreement and any agreements related to such letter of credit and reimbursement agreement to obtain a letter of credit for the Bonds in such forms as may be acceptable to such officers upon the advice of legal counsel together with such changes and modifications as may be approved by the President, Vice-President or Secretary, said officers' execution to be conclusive evidence of their approval of such changes. Section 9. Prior to the delivery of the Bonds, the President, Vice President and Secretary-Treasurer shall be authorized to investigate, negotiate and obtain an interest rate cap agreement with The First National Bank of Chicago to provide an interest rate cap for the Bonds. Also, the President, Vice- President and Secretary are authorized to investigate, negotiate and obtain a remarketing agreement with First Chicago Capital Markets, Inc., to provide for remarketing of the Bonds. The • President, Vice-President and Secretary are authorized to enter into such interest rate cap agreement and remarketing agreement in such forms as may be acceptable to such officers upon the advice of legal counsel together with such changes and modifications as may be approved by the President, Vice-President or Secretary, said officers' execution to be conclusive evidence of their approval of such changes. Section 10. The President and Secretary-Treasurer shall obtain a legal opinion as to the validity of the Bonds from bond counsel for the Authority and furnish such opinion to the purchaser or purchasers of the Bonds. The costs of such bond 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 Project by issuing Bonds in an aggregate principal amount which is less than Nineteen Million and 00/100 Dollars ($19,000,000.00), then the Authority shall issue such lesser principal amount of Bonds. Section 12. After the sale of the Bonds, the President or the Vice-President and the Secretary-Treasurer are authorized to complete the Trust Indenture 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, empowered and directed to enter into an agreement with Depository Trust Company ("DTC") for the safekeeping and book- entry of the Bonds and to complete and execute a Letter of Representations with DTC to evidence such agreement, in substantially the form presented to the Authority, together with such changes and modifications as may be approved by the President, Vice-President or Secretary-Treasurer, said officers' execution to be conclusive evidence of their approval of such changes. Section 14. 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 15. The provisions of this Resolution and the Trust Indenture shall constitute a contract between the Issuer and the holders of the Bonds, and, after the issuance of the Bonds, this Resolution shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as the Bonds or the interest thereon remains unpaid. • Adopted at a meeting of the Authority held on June 21, 1994 at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT AUTHORITY By : ~. J eph W. Wroblewski P sident ATTEST: ~~ ~C Mar O. F lic Secretary-Treasurer • rrrompola\sthbend\hallofam\variable.hal\luauthis.sue;drf;6-21-94; C