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HomeMy WebLinkAboutResolution No. 182 Issuance of the South Bend Redevelopment Authority LeaseRESOLUTION NO. 182 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE REFUNDING BONDS, SERIES 2013 (CENTURY CENTER 2008 PROJECT) WHEREAS, the South Bend Redevelopment Authority (the "Authority') has been created pursuant to I.C. 37 -7 -14.5 as a separate body, corporate and politic, and as an instrumentality of the City of South Bend, Indiana (the "City') to finance local public improvements for lease to the South Bend Redevelopment Commission (the "Commission "); and WHEREAS, the Authority has previously issued its Lease Rental Revenue Refunding Bonds of 2008 (Century Center Project) (the "2008 Bonds ") for the purpose of financing the (i) construction of certain additional improvements to the Century Center, a convention center and event facility located in the City, and (ii) acquisition from St. Joseph County, Indiana (the "County'), of certain improvements the County previously completed at the Century Center and to pay the costs of issuance of the 2008 Bonds; and WHEREAS, the Authority has previously approved and executed a lease relating to the Century Center with the Commission dated as of November 1, 1993, which lease was amended by an Addendum to Lease dated as of June 3, 1994, and further amended by the Second Addendum to Lease dated as of June 1, 2008, which Second Addendum to Lease was amended by an Addendum to Lease between the Commission and the Authority dated as of November 12, 2008 (collectively, the "Lease "); and WHEREAS, the Authority has previously approved and executed a trust agreement with U.S. Bank National Association, as trustee (the "Trustee "), dated as of November 1, 2008 (the "2008 Trust Agreement'), for the purpose of securing the principal of and premium, if any, and interest on all of the 2008 Bonds and the performance of the covenants contained therein; and WHEREAS, the Authority desires to issue its lease rental revenue refunding bonds pursuant to I.C. 36 -7- 14.5 -19 and I.C. 5 -1 -5 to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Refunding Bonds, Series 2013 (Century Center Project)" (the "Bonds ") in an aggregate principal amount not to exceed Five Million One Hundred Thousand and 00 /100 Dollars ($5,100,000.00), the proceeds of which are to be used to refund all or a portion of the 2008 Bonds and to pay the cost of issuance of the Bonds (collectively, the "Refunding"): NOW, THEREFORE, BE IT RESOLVED, by the South Bend Redevelopment Authority as follows: DMS_US 51727278v1 Section 1. In order to pay the finance costs of currently refunding the Refunded Bonds, to fund a debt service reserve for the Bonds to the extent that it is determined that a reserve is reasonably required, and to pay 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 -19 and I.C. 5 -1 -5, the Bonds in an aggregate principal amount not to exceed Five Million One Hundred Thousand and 00 /100 Dollars ($5,100,000.00). Section 2. The Bonds are hereby authorized to be issued under, pursuant to, and in accordance with the 2008 Trust Agreement, as supplemented by a supplemental indenture to be entered in' conjunction with the issuance of the Bonds (the "Supplemental Trust Agreement" and collectively with the 2008 Trust Agreement, the "Trust Agreement') with a final maturity date of not later than May 1, 2028, and a maximum rate of interest of five percent (5.0 %) per annum (the exact rate to be determined by negotiation). 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 are not subject to optional redemption prior to their maturity. Section 4. At the option of the successful bidder or bidders on the Bonds, the Bonds may be aggregated into one (1) or more term bonds payable from mandatory sinking fund redemption payments (the "Term Bonds ") as provided in the Trust Agreement. The Term Bonds shall have a stated maturity or maturities on May 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 May 1 in the years and in the principal amounts as shall be set forth in maturity schedule for the Bonds to be determined by negotiation. Section 5. The Bonds shall be issued in accordance with and shall be secured by the Trust Agreement. The Authority hereby authorizes the President, Vice - President and /or the Secretary- Treasurer of the Authority to execute and attest, respectively, the Supplemental Trust Agreement, for and on behalf of the Authority, in such form as approved by the President, Vice - President and /or Secretary- Treasurer, such approval to be conclusively evidenced by such authorized execution and attestation of the Supplemental Trust Agreement. Section 6. The Authority hereby authorizes the President, Vice - President and /or the Secretary- Treasurer, or any other officer of the Authority, to execute and attest, respectively, an addendum to the Lease, for and on behalf of the Authority, in such form as approved by the President, Vice - President and /or Secretary- Treasurer of the Authority, such approval to be conclusively evidenced by such authorized execution and attestation of Addendum to Lease. Section 7. The Authority hereby authorizes the President, Vice - President and /or the Secretary- Treasurer of the Authority to execute and attest, respectively, an escrow agreement (the "Escrow Agreement ") with U.S. Bank National Association, as escrow trustee, for and on behalf of the Authority, in such form as approved by the President, Vice - President -2- DMS US 51727278v1 and /or Secretary- Treasurer, or any other officer of the Authority, such approval to be conclusively evidenced by such authorized execution and attestation of the Escrow Agreement. Section 8. The Authority approves of the preparation of a Continuing Disclosure Undertaking Agreement in order to evidence the Authority's continuing disclosure obligations under Rule 15c2 -12 promulgated by the Securities and Exchange Commission, as amended (the "SEC Rule "). The Authority hereby authorizes the President, Vice - President, and /or Secretary- Treasurer to execute and attest, respectively, the Continuing Disclosure Undertaking Agreement, for and on behalf of the Authority. Section 9. The Bonds shall be sold pursuant to the provisions of I.C. 36 -7- 14.5-19 and I.C. 5 -1 -5, to Fifth Third Securities, Inc. (the "Underwriter'), at a price not less than ninety -nine percent (99 %) of par in accordance with a Bond Purchase Agreement to be entered into with respect thereto. The Authority hereby authorizes the President, Vice - President and /or the Secretary- Treasurer of the Authority to execute and attest, respectively, a Bond Purchase Agreement with the Underwriter, for and on behalf of the Authority, in such form as approved by the President, Vice - President and /or Secretary- Treasurer of the Authority, such approval to be conclusively evidenced by such authorized execution and attestation of the Bond Purchase Agreement. Section 10. The Authority hereby approves of the preparation of an official statement (the "Official Statement") in conjunction with the sale of the Bonds. The Authority hereby authorizes the President, Vice - President and /or Secretary- Treasurer of the Authority, to deem "final" the Official Statement, as of its date, in accordance with the provisions of the SEC Rule, subject to completion as permitted by the SEC Rule, and the Authority further authorizes the distribution of the deemed final Official Statement. The Authority hereby authorizes and directs the President, Vice - President and/or Secretary- Treasurer of the Authority, to place into final form and distribute and deliver the final Official Statement in accordance with the SEC Rule, and further authorizes the President, Vice - President and /or Secretary- Treasurer of the Authority to execute the final Official Statement. Section 11. Prior to the delivery of the Bonds, the Secretary- Treasurer 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 12. If the President, Vice- President and /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 by issuing Bonds in an aggregate principal amount which is less than $5,100,000, then the Authority shall issue such lesser principal amount of Bonds. 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 -3- DMS US 51727278v1 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 Supplemental Trust Agreement, upon its execution and attestation, 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 March 20, 2013, in Room 14005, County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT AUTHORITY Carol' yn Pfotenhauer, ice -Press t ATTEST: Jose Alvarez, Secretary -Trea rer -4- DMS US 517272780