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HomeMy WebLinkAbout1988-06-14 Minutes~i.. { Jf- OFFICIAL STATEMENT DATED JULY 14, 1988 Rating: Requested from Moody's ISSUE Investor's Service, Inc. Bond Counsel is of the opinion that, under existing taw, the interest on the Bonds is exempt from alI present taxes of the State of Indiana, except the State inheritance tax, interest on the Bonds is excluded from gross income for federal income tax purposes .and the Bonds are not "private activity bonds" under Section 141 of the Internal Revenue Code of 1986; however, receipt of interest on the Bonds may subject certain corporate holders to additional tax. (See "Tax Exemption" herein and Appendix A hereto.) $4,s7s,ooo Y ~ T~~ A~SV~. SOUTH BEND, INDIANA, REDEVELOPMENT AUT h~}~P~R ONL~~ , (the "Authority") ~ pURpQgV~tON ( LEASE RENTAL REVENUE BONDS OF 1988 (PARKING FACII~T~ti~ p~g~R (Unlimited Tax) ~~ ~iyp N~Z F Bonds Dated: First day of the month of original delivery of the Bonds. Interest Due: Each February I and August I, commencing February I, 1989 Anticipated: August I, 1988 The Bonds will mature February I in the amounts and years as follows: $ 75,000 1990 $155,000 1995 $215,000 2000 $310,000 2005 $120,000 1991 $165,000 1996 $235,000 2001 $335,000 2006 $130,000 1992 $$175,000 1997 $$250,000 2002 $365,000 2007 145,000 1994 $205,000 1999 $290,000 2004 420,000 2009 Bonds maturing on or after February I, 1999 are redeemable in advance of maturity, at the option of the Authority, beginning on February- I, 1998, or on any date thereafter, in whole or in part, (in authorized denominations) in inverse order of maturity and within a maturity by lot from any monies made available for that, purpose. All prepayments shall be a price of par and accrued interest. Authority was created pursuant to I.C. 36-7-14.5 for the purpose of financing local public improvements, including the arking Facility, for lease to the South Bend Redevelopment Commission, pursuant to a Lease Agreement dated June I, 1988. The Bonds will be secured by a Trust Agreement executed between the Authority and the Trustee, First Interstate Bank of Northern Indiana, N.A., and will be issued pursuant to the terms and provisions of said Trust Agreement and the authorizing bond resolution. The Bonds do not constitute a corporate obligation or indebtedness of the City of South Bend for which the full faith and credit or taxing powers of the City are. pledged. Funds for the payment of the lease rental will be generated by the Redevelopment District of the City of South Bend (the "District") having the same boundaries as the City, from unlimited ad valorem property taxes assessed throughout the District and other available revenues. Bids must be for not less than $4,472,050 and accrued interest on the total principal amount of the Bonds, and must be accompanied by aNon-Collusion Affidavit and by a certified or cashier's check in the amount of $45,750, payable to the order of the Authority. The City will deposit the check of the Purchaser, the amount of which will be deducted at settlement. Bidders shall specify rates in integral multiples of I /8 or I /20 of I%, which rate or rates may not exceed 12% per annum. No rate for any maturity shall be lower than any prior rate. No total payments of principal and interest due in any 12- month period ending on a bond maturity date shall be in excess of $518,000. The Bonds will be issued in integral multiples of $5,000, as requested by the Purchaser, and will be fully registered as to principal and interest. Principal payments on the Bonds will be payable at the principal office of First Interstate Bank of Northern Indiana, N.A., as Trustee under the Trust Agreement. Interest payments on the Bonds will be paid 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 immediately preceding the interest payment date. The. Bonds will be delivered to the Purchaser within 45 days following the date of their award. Delivery of the Bonds is .subject to an approving legal. opinion of Baker & Daniels of Indianapolis, Indiana DEADLINE FOR BIDDERS TO NOTIFY OF INTENT TO BID: On or before July 19, 1988 (Tuesday) at 10:00 A.M. Eastern Standard Time (See Notice of Intent to Sell) TICIPATED SALE DATE AND TIME: Time and Date of Sale will be by notification, anticipated to be July 26, 1988 (Tuesday) at 12:00 Noon, Eastern Standard Time, at the office of the South Bend Redevelopment~thority 1200 Country-City Building, South Bend, Indiana 46601 Further information may be obtained from SPRINGSTED Incorporated, Financial Advisor to the Issuer, 251 North Illinois Street, Suite 1510, Indianapolis, Indiana 46204-1942, (317) 237-3636. No dealer, broker, salesman or other person has been authorized by the Issuer to give any information or to make any representations with respect to the Obligations other than as contained in this Official Statement and,. if given or made, such other information or representations must not be relied upon as having been authorized by the Issuer. Certain information contained herein has been obtained from .sources other than records of the Issuer and is believed to be reliable, but is not guaranteed as to completeness and is not to be construed as a representation of the Issuer. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the. Issuer since the date hereof. References in this Official Statement to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive.- All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices hereto, they will be furnished on request. This Official Statement was prepared for the information of bidders for the Obligations at public sale being held by the Issuer. Only the Arabic numbered pages and the Appendices. of this Official Statement may be used or reproduced, in whole or in part, for distribution to investors. However, no assurance can be given and no representation is made that no additional information is required when the Obligations are reoffered by the Underwriters to Investors or that this Official Statement states all facts which would be material to an investor purchasing Obligations from the Underwriters. i ~-_ SUMMARY OF SALE NOTICE (See Notice of Intent to Sell) $4,575,000 SOUTH BEND, INDIANA, REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS OF 1988 (PARKING FACILITY PROJECT) (Unlimited Tai Issuer and Lessor: SouthBend Redevelopment Authority. Lessee: South Bend Redevelopment Commission. Trustee: First Interstate Bank of Northern Indiana, N. A. Purpose: The Authority will sell lease rental revenue bonds to finance the construction of a parking facility, site acquisition, and related issuance costs, for lease to the South Bend Redevelopment Commission pursuant to the Lease Agreement. Security: Bonds will be secured by a Trust Agreement and issued pursuant to terms and provisions of the Trust Agreement and the Bond Resolution. Funds for the payment of the lease rental will be generated by the South Bend Redevelopment District from unlimited ad valorem property taxes. assessed throughout the District and other revenues as available.. Sale Date: Within 24 hours of notice of sale given by telephone prior to September I, 1988. Anticipated Sale Date: Tuesday, July. 26, 1988, Noon, Eastern Standard Time. Place of Sale: Office of the South Bend Redevelopment Authority 1200 County-City Building South Bend, Indiana 46601 Notice By Bidders of Intent to Bid: On or before 10:00 A.M. (EST), July 19, 1988. Interested bidders must furnish in writing to the Authority c/o Mr. Richard Treptow, Springsted Incorporated, 251 North Illinois Street, Suite 1510, Indianapolis, Indiana 46204-1942, bidder's name, address, telephone number and telex number (optional). Bidders will be notified at least 24 hours prior to the date and time of the sale. Type of Bid: A Non-Collusion Affidavit and a sealed bid for not less than $4,472,050 and accrued interest on the total principal amount of the Bonds shall be filed with the Secretary of the Authority prior to the time set for opening bids. (Bid Forms and aNon-Collusion Affidavit are included as part of the Official Statement.) Each bid must be accompanied by a certified or cashier's check in the amount of $45,750 made payable to "The South Bend Redevelopment Authority." No bid may be conditioned upon the award of any other obligations of the. Authority. ~_ Bidders for the Bonds shall be required to name the rate or rates of interest which the bonds-are to bear, not exceeding 12% per annum. • No rate for any maturity shall be lower than any prior rate. No total payments of principal. and interest due in any 12-month period ending on a bond maturity date shall be in excess of $518,000. Basis of Award: The Secretary of the Authority shall award the Bonds to the bidder offering the lowest net interest cost to the Authority, to be determined by computing the total interest on all of the Bonds from the date thereof to their maturities and deducting therefrom the premium bid, if any, or adding thereto the amount of any discount, if any. Interest will be computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the MSRB. The Secretary shall have full right to reject any and all bids. In the event no acceptable bid is received at the sale, then the sale may be continued from day-to-day for a period not to exceed 30 days without readvertising. Dated Date: First day of the month in which Bonds are to be originally delivered. The anticipated dated date is August I, 1988. Settlement Date: The Bonds will be delivered within 45 days following the date of the award. At the time of delivery, the approving opinion of Baker & Daniels, bond counsel, of Indianapolis, Indiana, will be furnished to the successful bidder. Maturity: Bonds will mature serially on February I in the years 1990-2009. rest: Interest will be due semi-annually commencing February I, 1989. Early Redemption: Bonds maturing on or after February I, 1999 are subject to early redemption on February I, 1998 or any date thereafter at par plus accrued interest to the date of redemption. NOTICE OF INTENT TO SELL $4,575,000 SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS (PARKING FACILITY PROJECT) Upon not less than twenty-four (24) hours' notice given by telephone by or on behalf of the South Bend Redevelopment Authority (the "Authority") prior to September I, 1988, the Authority will receive in the office of the Authority, 1200 County-City Building, South Bend, Indiana, and consider, bids for the purchase of the lease rental revenue bonds of the Authority designated as 'South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project)," in the aggregate principal amount of Four Million Five Hundred Seventy-Five Thousand Dollars ($4,575,000), bearing interest at a rate or rates not exceeding twelve percent (12%) per annum (the exact rate or rates to be determined by bidding), which interest shall be payable on February I, 1989, and semiannually thereafter on February I and August I of each year. Said bonds will be issued in fully registered form in the denominations of $5,000 or an integral multiple thereof not exceeding the aggregate principal amount of bonds maturing in any year, will be originally dated as of the first day of the month in which they are to be originally delivered, will be numbered consecutively, and will mature serially on February I in the years and amounts as follows: Year Amount 1990 $ 75,000 1991 120,000 1992 130,000 1993 135,000 1994 145,000 1995 155,000 1996 165,000 1997 175,000 1998 190,000 1999 205,000 2000 215,000 2001 235,000 2002 250,000 2003 270,000 2004 290,000 2005 310,000 2006 335,000 -2007. 365,000 2008 390,000 2009 420,000 Principal. payments on the bonds will be payable at the principal office of First Interstate Bank of Northern Indiana, N.A., as Trustee under the Trust Agreement (defined below) (the "Trustee"). Payments of interest on the bonds will be paid 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 immediately preceding the interest-payment date. The bonds will be registered as to principal and interest. The bonds may be redeemed prior to maturity at the option of the Authority in whole or in part, in whole multiples of $5,000, in inverse order of maturity and by lot within maturities, on any date not earlier than February I, 1998, from any monies made available for that purpose, at face value and without premium, plus accrued interest to the date fixed for redemption. The bonds may be transferred or exchanged at the principal office of the Trustee subject to the terms and conditions of the Trust Agreement to be dated as of the first day of June, 1988 (the "Trust Agreement"), pursuant to which the bonds are being issued. Any person interested in submitting a bid for the bonds must furnish in writing to the Authority c/o Mr. Richard Treptow, Springsted Incorporated, 251 North Illinois Street, Suite 1510, Indianapolis, Indiana 46204-1942, on or before 10:00 a.m. (EST), July 19, 1988, the person's name, address and telephone number. The person may also furnish a telex number. The undersigned Secretary will cause each person so registered to be notified of the date and time bids will be received not less than 24 hours before the date and time of sale. The notification shall be made by telephone at the number furnished by such person and also by telex if a telex number has been furnished. Each bid must be for all of said bonds and must state the rate or rates of interest therefor, not exceeding twelve percent (12%) per annum.. All bids for bonds shall be sealed, marked "Bid for South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project)", and shall be presented to the Secretary at the principal office of the. Authority, and the Secretary shall continue to receive all bids offered until the hour fixed for the sale of the bonds, at which time and. place he shall open and consider each bid. Bidders for the bonds shall be required to name the rate or rates of interest which the bonds are to bear, not exceeding twelve percent (12%) per annum. The interest rate on bonds of a given maturity must be at least as great as the interest rate on bonds of any earlier maturity. No total payments of principal and interest due in any 12-month period ending on a bond maturity date shall be in excess of $518,000. Bids specifying more than one interest rate shall also specify the maturities of the bonds bearing each rate, and all bonds maturing on the same date shall bear the same single rate of interest. Subject to the provisions contained below, the Secretary shall award the bonds to the bidder .offering the lowest net interest cost to the Authority, to be determined by computing the total interest on all of the bonds from the date thereof to their maturities and deducting therefrom the premium bid, if any, or adding thereto the amount of any discount, if any. Although not a term of sale, it is requested that each bid show the net dollar interest cost to final maturity and the net effective average interest rate on the entire issue. No conditional bid or bids for less than $4,472,050, plus accrued interest at the rate. or rates named to the date of delivery, will be considered. The Secretary shall have full right to reject any and all bids. In the event no acceptable bid is received at the time fixed for the sale of said bonds, the Secretary shall be authorized to continue to receive bids from day to day thereafter for a period not to exceed thirty (30) days, without readvertising; provided, however, that if said sale be continued, no bid shall be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for the sale of the bonds. Each bid must be accompanied by a certified or cashier's check in the amount of Forty- Five Thousand Seven Hundred and Fifty Dollars ($45,750), drawn on a bank or trust company which is insured by the Federal Deposit Insurance Corporation and made payable to "The South Bend Redevelopment Authority," to be held as a guarantee of the good faith of the bidder. In the event the bidder to whom said bonds are awarded shall fail or refuse to comply with the provisions of the bid and this notice, said check and. the proceeds thereof shall become the property of the Authority and shall be taken and considered as liquidated damages of said Authority on account of such failure or refusal. The checks of unsuccessful bidders will be returned immediately following the award of the bonds. Each bid must be on the form approved by the Authority, without additions, alterations or erasures. Each bid must be accompanied by anon-collusion affidavit of the bidder on • the form approved by the Authority to the effect that such bidder has not entered into any-combination, collusion or agreement with any other person relative to the interest rate or price to be bid by anyone, nor to prevent any person from bidding, nor to induce anyone to refrain from bidding, and that his bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. The successful bidder will be required to make payment for the bonds in Federal Reserve or other immediately available funds and accept delivery of the bonds within five (5) days after being notified that the bonds are ready for delivery, at a bank designated by the Authority. Any premium bid and accrued interest must be paid in cash at the time of delivery as a part of the purchase price for the bonds. The bonds will be ready for delivery within forty-five (45) days after the date on which the award is made, and if not deliverable within that period, the successful bidder shalt be entitled to rescind the sale and his good faith deposit will be returned. Any notice of rescission must be in writing. On the request of the Authority, the successful bidder shall furnish to the Authority simultaneously with or before delivery of the bonds, a certificate in form satisfactory to the Authority as to the initial public offering price of the bonds. It is anticipated that CUSIP identification numbers, will be printed on the bonds, but neither the failure to print such numbers on any bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for the bonds. At the time of delivery of the bonds the approving legal opinion of Baker & Daniels, bond counsel, of Indianapolis, Indiana, as to the validity of the bonds, together with a transcript of bond proceedings, the printed bonds with such legal opinion printed thereon, and closing certificates in the customary form showing no litigation, will be furnished to the successful bidder at the expense of the Authority. In addition, unless bond counsel is able, on the date of delivery, to render an opinion to the effect that, under existing law I) the bonds, the interest thereon, the proceeds received by the holder from the sale of said bonds to the extent of the holder's cost of acquisition, or proceeds received upon redemption prior to maturity, or proceeds received at maturity, and the receipt of such interest and proceeds are all exempt from all present Indiana taxes, except the Indiana inheritance tax, and 2) the interest on the bonds is excluded from gross income for federal income tax purposes and the bonds are not "private activity bonds" under Section 141 of the Internal Revenue Code of 1986, the successful bidder shall have the right to rescind the sale, and in such event his good faith deposit will be returned. The Authority was organized, in compliance with IC 36 7-14.5, for the purpose of financing local public improvements, including the parking facility, for lease to the South Bend Redevelopment Commission (the "Commission"). All actions have been taken in compliance with the provisions of IC 36 7-14 and IC 36-7-14.5. The bonds will be secured by the Trust Agreement, and the bonds will be issued pursuant to the terms and provisions of said Trust Agreement and a resolution of the Authority entitled "Resolution of the South Bend Redevelopment Authority Authorizing the Issuance of the South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project)" (the "Bond Resolution"). The property referred to in the Trust Agreement has been leased for a period of twenty-and-one-half (20'/z) years to the Commission at an annual rental of $520,000. The first semi-annual rental installment in the amount of Two Hundred Sixty Thousand Dollars ($260,000) shall be due on the day that the parking facility is completed and a- ready for occupancy, or December 28, 1989,-.whichever. is later. If completion is later than December 28, 1989, the first installment shall be in an amount which provides for rental at the yearly rate provided above from the date of completion until the first • June 28 or December 28 following such date of completion. .Thereafter, such rentals shall be payable in advance in semi-annual installments of Two Hundred Sixty Thousand Dollars ($260,000) on June 28 and December 28 of each year. The funds for the payment of the lease rental will be generated by the Redevelopemnt District of the City of South Bend from unlimited ad valorem property taxes assessed throughout said District. After sale of the Bonds, the annual rental :shall be reduced to an amount equal to the multiple of One Thousand Dollars ($1,000) next highest to the highest sum of principal and interest due in any year ending on a bond maturity date (bond year) on such bonds plus Two Thousand Dollars ($2,000), payable in equal semi-annual installments. All bidders shall be deemed to be advised as to the provisions of the above-mentioned Trust Agreement, Bond Resolution and lease and the provisions of the aforesaid Indiana Code. The bonds consitute an indebtedness only of the Authority, payable in accordance with the terms of the above-mentioned Trust Agreement and Bond Resolution and the provisions of the aforesaid Indiana Code. The Authority has prepared an Official Statement relating to the bonds. A copy of the Official Statement may be obtained upon request by prospective bidders to Springsted Incorporated, 251 North Illinois Street, Suite 1510, Indianapolis, Indiana, 46204-1942, (317) 237-3636, financial advisor to the Authority. if bids are submitted by mail, they should be addressed to the Authority, attention of Chris Davey, Secretary, South Bend Redevelopment Authority, 1200 County-City Building, South Bend, Indiana, 46601. Dated this 1st day of July, 1988 SOUTH BEND REDEVELOPMENT AUTHORITY By: Chris Davey, Secretary ~~ -iv- • 1 - K l SCHEDULE OF BOND YEARS $4,575,000 SOUTH BEND, INDIANA REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS (Parking Facility Project) CUMULATIVE YEAR PRINCIPAL BOND YEARS BOND YEARS 1990 $75,000 112.50 112.50 1991 $120,000 300.00 412.50 1992 $130,000 455.00 867.50 1993 $135,000 607.50 1,475.00 1994 $145,000 797.50 2,272.50 1995 $155,000 1,007.50 3,280.00 1996 $165,OD0 1,237.50 4,517.50 1997 $175,000 1,487.50 6,005.00 lggg $190,000 1,805.00 7,810.00 1999 $205,000 c 2,152.50 9,962.50 2000 $215,000 c 2,472.50 12,435.00 2001 $235,000 c 2,.937.50 15,372.50 2002 $250,000 c 3,375.00 18,747.50 2003 $270,000 c 3,915.00 22,662.50 2004 $290,000 c 4,495.00 27,157.50 2005 $310,000 c 5,115.00 .32,272.50 2006 $335,000 c 5,862.50 38,135.00 2007 $365,000 c 6,752.50 44,887.50 2008 $390,000 c 7,605.,00 52,492.50 2009 $420,000 c 8,610.00 - 61,102.50 Average Maturity: 13.36 Yea rs Bonds Dat ed: August 1, 1988 Interest Due: February 1, 1989 and each August 1 and February 1 to maturity. Principal Due: February 1, 1990-2009 incl usive. Optional Call: Bonds mat uring on or after February 1, 1999 are calla ble commencing February 1, 1998 c:subject to optional call OFFICIAL STATEMENT - $4,575,000 SOUTH BEND, INDIANA, REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS OF 1988 (PARKING FACILITY PROJECT) (Unlimited Tax) Introductory Statement This Official Statement contains information pertaining to the issuance of $4,575,000 Lease Rental Revenue Bonds of 1988 (Parking Facility Project) (the 'Bonds" or the "Issue") by the South Bend Redevelopment Authority (the "Authority") in accordance with I.C. 36 7-14.5-19, pursuant to the "Resolution of the South Bend Redevelopment Authority Authorizing the Issuance of the South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project)" (the 'bond Resolution"), and pursuant to the terms and conditions of the Trust Agreement. The Bonds are to be issued under and secured by a Trust Agreement dated as of June I, 1988 between the Authority and First Interstate Bank of Northern Indiana, N. A. (the "Trustee"). The Authority was created pursuant to I.C. 36 7-14.5 for the purpose of financing local public improvements, including the parking facility, for lease to the South Bend Redevelopment Commission (the "Commission") pursuant to a Lease Agreement dated June I, 1988. The Bonds do not constitute a corporate obligation or indebtedness of the City of South Bend 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 District of the City of South Bend (the "District"), having the same boundaries as the City, from unlimited ad valorem property taxes assessed throughout the District as well as other available revenues. Use of Bond Proceeds Net proceeds of the Issue will be used to finance a parking garage facility to be known as the 'Saint Joseph/Wayne Parking Facility" (the "Parking Facility" or the "Facility"), the acquisition of the facility site, and to pay the. issuance costs of the Bonds. Components of the Issue are as follows: Project Costs $3, 980, 625 Capitalized Interest 366, 425 Issuance Costs- 125, 000 Allowance for Discount Bidding 102, 950 Total Bond Issue $4, 575, 000 The Project Bond proceeds available for project costs will be used to construct asix-story, 433- space parking garage at St. Joseph and Wayne streets in South Bend's Central Business District. The Parking Facility is needed to alleviate a shortage in downtown parking space created by new downtown developments and improvements over the past five years, which will be further burdened by new projects currently underway. The Parking Facility will be designed to accommodate 3,600 square feet of retail space at ground level and, eventually, to have skywalk connectors into nearby office buildings. Facades will be precast concrete panels with brick infill. Various materials and special equipment, such as use of microsilica concrete and parking control equipment, will be used to reduce operating and maintenance costs. The garage will be a cast-in-place post-tensioned structure. Since 1980, 1.5 million square feet of new and rehabilitated space have been added to downtown South Bend. The Class A office market has a vacancy of less than 5%. Presently, both City-owned garages are booked at approximately 120% of capacity. New office and commercial projects currently scheduled for the downtown core, totalling over 362,000 square feet, will cause an estimated additional parking demand of 870 spaces. A parking analysis prepared for the City of South Bend by the Michiana Area Council of Governments (MACOG) estimated additional parking demand of 2,294 additional spaces based on projected office and retail development of 771,550 square feet between 1987 and the year 2000. Security and Financing The Bonds are payable from lease rental payments of the Commission to the Authority as provided in the Lease Agreement and secured by the Trust Agreement. The Authority has no taxing power. The Trust Agreement creates a continuing pledge by the Authority to the bondholders to pay the debt service on all Bonds, until the principal sum shall be fully paid, from Pledged Funds (as defined in the Trust Agreement) held in the Funds and Accounts in accordance with the provisions of the Trust Agreement. (Refer to the "Trust Agreement" section of this Official Statement). The Bonds do not constitute a corporate obligation of the City of South Bend 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 District, having the same boundaries as the City, from unlimited ad valorem property taxes assessed throughout the District. The Commission intends to reduce tax levies to the extent funds are available from three primary sources: I) net operating revenues from the Parking Facility 2) loan payments from the One Michiana Square office project in repayment for funds received from an Urban Development Action Grant, .and 3) surplus tax increment revenues received from the South Bend Central Development Area. Sufficient funds are projected to be available from three primary sources to make all lease rental payments as demonstrated in the Cash Flow Projection in Appendix F of this Official Statement. However, the District's taxing power will be required to make any lease rental payments in the event the three primary revenues are insufficient to meet required lease payments. Authorization The Authority, a provisions of I.C. improvements for members appointe following page: body corporate and politic, duly 36 7-14.5, was created for the lease to the Commission. The d by the Mayor. Current member organized and existing under the. purpose of financing local public Authority is comprised of three s of the Authority. are listed on the 2- Thomas J. Varga; Jr., President Joseph W. Wroblewski, Vice President Christopher Davey, Secretary/Treasurer On June I2, 1988, the Authority adopted the Bond Resolution (Resolution No. 6) authorizing the issuance of the Lease Rental Revenue Bonds to finance the Parking Facility and related costs. The Lease Agreement executed June I, 1988 authorizes the lease of the Facility to the Commission and obligates the Commission to make lease rental payments to the Authority as well as pay all taxes, insurance and maintenance costs related to the Facility. The Trust Agreement, entered into on June I, 1988 between the Authority and the Trustee, provides the security to the bondholders by pledging to the repayment of the Bonds, sets up the Funds and Accounts, and pledges to the maintenance of insurance and payment of taxes and other charges related to the Facility. Resolution No. 847, known as the "Resolution of the South Bend Redevelopment Commission Establishing Certain Funds and Accounts in Connection with the Lease Dated As of June I, 1988, Between the South Bend Redevelopment Commission and the South Bend Redevelopment Authority Relating to the Saint Joseph/Wayne Parking Facility, and Other Related Matters" creates additional Funds and Accounts of the Commission for the lease rental payments. Summary of Selected Provisions of the Lease Agreement The Lease Agreement entered into on June I, 1988 between the Authority and the Commission sets forth the terms and provisions under which the Authority will lease the Parking Facility to the Commission. The term of the Lease is 2092 years beginning on the date the Facility is completed and ready for occupancy. The term of the Lease may terminate at the earlier of (a) the exercise of the purchase option and payment of option price, or (b) the payment or defeasance of all obligations of the Authority incurred to finance the Facility, to refund such obligations or refunding obligations, or to improve the Facility. During the term of the lease, the Commission agrees to pay rental for the Facility at the rate of $520,000 per year. The first semiannual payment of $260,000 will be due on the day. the garage is completed or December 28, 1989, whichever is later. Rentals in semiannual installments of $260,000 wild be due on June 28 and December 28 of each year. After the sale of the Bonds, the annual rental may be reduced to the multiple of $1,000 next highest to the highest sum of principal and interest due in any maturity year plus $2,000, payable in equal semiannual installments. The Lease will be known as a Net Lease meaning the rent shall be absolutely net to the Authority and all other expenses in connection with the Facility shall be those of the Commission. The Commission shall. be obligated to pay as its expenses, without reimbursement from the Authority, all costs of taxes and assessments, if any, and maintenance and use in connection with the Facility. The Commission, at its own expense, will carry insurance for physical loss or damage, and insurance for public liability and property damage. The Authority grants the Commission the right and option, on any rental payment date, upon 30 days written notice, to purchase the Facility at a price that will enable. the Authority to redeem all outstanding Bonds, all premiums payable at the time of redemption, and accrued and unpaid interest. At the end of the term of the Lease and the full discharge of all obligations pertaining thereto, the Authority will convey title of the Facility to the Commission. For greater detail please refer to the actual Lease Agreement provided in Appendix C of this Official Statement. -3 - ~ K 4 k Summary of Selected Provisions of the Trust Agreement A Trust Agreement was executed on June I, 1988 between the Authority and First Interstate Bank of Northern Indiana, N. A., the Trustee, in which Agreement the Authority pledges and assigns the Lease and the Pledged Funds (as defined in Appendix D of this Official Statement) to the Trustee. The Trust Agreement creates a continuing pledge by the Authority to the bondholders to pay the debt service on all bonds from the Pledged Funds until the principal sum is fully paid. The Authority additionally pledges the lease rentals of the Parking Facility and pledges to preserve good and in as feasible title to all such property. The Authority covenants to pay all lawful taxes, charges, and assessments levied upon the Facility and to operate and maintain the property in good repair, working order and condition. If the Authority fails to pay any tax assessment or other charge, the Trustee may pay such charges with interest thereon at the highest rate of interest on any of the Bonds when sold, which shall constitute an additional indebtedness of the Authority secured by the lien of the Trust Agreement. Per the Lease Agreement, the Commission is obligated to pay, as its expenses, all costs of taxes and assessments, and maintenance and use related to the Facility. The Authority covenants that it will not take any action or fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds. The Authority further covenants that it will not make any investment of Bond proceeds, directly or indirectly, which would cause the Bonds to be classified as "arbitrage Bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") or .the Arbitrage Regulations. However, the Authority covenants to pay from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any Treasury Regulations, and specifically covenants to pay amounts determined under Section 3.04, the Rebate Amounts, as described in the Letter of Instructions. The Trustee agrees to comply with all instructions of the Authority given in accordance with the Letter of Instructions. The Authority covenants that the proceeds of the Bonds shall be used for the following purposes in the following order of priority. I. The. payment of the balance, if any, of the purchase price of the real estate. 2. The payment of the cost of construction of the Parking Facility. 3. Any balance in excess of I50% of any disputed claims of contractors and work to be repaired remaining after completion of the Facility may be obligated, within one year thereafter for the purchase of equipment for the Facility, for the purchase of property adjacent to the Facility, or for improvement of the Facility. The Authority covenants further that it will bring suit to mandate the Commission to levy a tax to pay the rental provided in the Lease Agreement if such rental is more than 60 days in default. The Authority further covenants that upon the receipt by the Trustee of the proceeds of the Bonds it will immediately proceed to construct the Facility in accordance with the plans and specifications referred to in the Lease Agreement, and will complete such construction with all practicable expedition. 1+ - K The Authority covenants that during the construction of the Facility it will carry or cause other persons to carry builder's risk insurance at 100% of the insurable value of the Facility, bodily injury insurance in an amount not less than $I million and property damage insurance in an amount not less than $500,000, as specified in the Trust Agreement, and insurance to protect the Authority and contractors from liability under Indiana Workmen's Compensation and Workmen's Occupational Diseases Acts. After completion of the Facility, the Authority will carry insurance on the Facility equal to 100% of the full replacement cost of the Facility and will carry rental value insurance equal to the full rental value of the Facility for two years against physical loss or damage. If the Authority neglects to obtain such insurance, the Trustee may procure such insurance, adding on interest at the highest rate of interest on any of the Bonds when sold, which shall be repaid. by the Authority upon demand and shall constitute an additional indebtedness of the Authority secured by the lien of the Trust Agreement, prior and paramount to the lien of the Bonds and interest thereon. However, the Trustee is not obligated to procure such insurance unless fully indemnified against this expense and furnished with the means to incur such expenses. Per the Lease Agreement, the Commission is obligated to carry sufficient insurance to meet all the aforementioned requirements. The Authority covenants to keep property books of record and account which will be furnished to the Trustee upon request. On or before 120 days after completion of the Facility, the Authority will furnish the Trustee with a full audit and report, certified by an independent certified public accountant. The Trust Agreement further elaborates upon the covenants, requirements, and provisions summarized in this section of the Official Statement. The Trust Agreement contains additional covenants requirements, and provisions regarding the following: Maturities, Form, Issuance, Delivery and Registration of Bonds Redemption of Bonds Remedies in Case of Default Defeasance, Payment, Release Concerning the Trustee Supplemental Agreements Miscellaneous Provisions Excerpts from the Trust Agreement are found in Appendix D of this Official Statement. Persons interested in obtaining the full Trust Agreement may request a copy from: Parker & Jaicomo Attn: Richard L. Hill, Esq. First Bank Building 205 West Jefferson South Bend, Indiana 46601 (219) 2341+149 Funds and Accounts Per the Trust Agreement The Trust Agreement establishes the following funds and accounts. (This information is presented in summary form. For greater detail, please refer to Appendix D.) South Bend Redevelopment Authority Parking Garage Facility Construction Fund. The construction fund shall consist of the following accounts: Construction Account and Bond Account. -5 - Bond Interest Account. The Trustee shall- deposit into this Account the accrued interest, unused discount, and an amount from the Bond proceeds when added thereto which is equal to the interest on the Bonds through August I, 1989. The Trustee shall pay-from this Account the interest accruing on all obligations of the Authority until the filing of the Affidavit of Completion. Upon the filing of such Affidavit, the Trustee may transfer to the Sinking Fund the amount needed to pay principal and interest on the Bonds to the extent lease rental is insufficient. The balance remaining in the Bond lnterest Account will be transferred to the Construction Account. Construction Account. All Bond proceeds not required to be deposited in another account shall be deposited in the Construction Account to pay all direct and related costs of construction, costs of real estate acquisition and equipment acquisition, the required audit expense, and all costs relating to issuance of the Bonds. Until one year after the filing of the Affidavit of Completion, the Trustee shall hold in this Account 150% of the amount of any disputed claims of contractors and work to be repaired. Any balance remaining after payment of all disputed claims shall be transferred to the Sinking Fund. South Bend Redevelopment Authority Parking Garage Facility Sinking Fund. The Trustee shall deposit into the Sinking from each rental payment received an amount equal to the lesser of i) al I of such rental payment received; or i i) an amount when added to the amount in the Sinking Fund equal to the sum of the unpaid interest on the Bonds due on, before, or within 45 days after the rental payment becomes due, and the unpaid principal on the Bonds due within 8 months from the. date the rental payment becomes due. Any portion of a rental payment remaining after such deposit, shall be deposited in the Operation and Reserve Fund. The Trustee shall, from time to time,- withdraw sufficient money from the Sinking Fund or other Funds to pay principal and interest on the Bonds when due. South Bend Redevelopment Authority Parking Garage Facility Operation and Reserve Fund. This fund is established to pay necessary incidental expenses of the Authority audits, appraisals, and reports); to pay premiums, if any; and to contribute money to the Sinking Fund if it should ever be deficient. South Bend Redevelopment Authority Parking Garage Facility Rebate Fund. This Fund shall be established and maintained separately from any other fund. There shall be deposited into the Rebate Fund such amount required to satisfy the Rebate Amount as defined in the Letter of Instructions for payment to the U.S. goverment. Within the Rebate Fund, will be an Excess Account which will contain a balance equal to the Excess Account Requirement for the Bond Year per the Letter of Instructions; and an Earnings Account into which will be deposited all earnings on investments on funds held in the Excess Account. The Trustee shall remit all or part of the balances in the Excess and Earnings Accounts to the United States as directed by the Authority in writing. Any funds remaining in the Rebate Fund after redemption and payment of all Bonds and satisfaction of the Rebate Amount, shat) be remitted to the Authority. The Trustee shall invest all funds, or so much as is practicable in Qualified Securities as permitted by law. Whenever the amounts contained in the Funds are sufficient to redeem all outstanding Bonds, the Trustee shall apply the amounts in the Funds, except the Rebate Fund, to the redemption of the Bonds. Funds and Accounts of the Commission Per Resolution No. 847 The Commission has established certain funds and accounts for the payment of the rentals owed by the Commission as set forth in Resolution No. 847, summarized as -6 - follows. (A copy of Resolution No. 847 is~ exhibited in Appendix E of this Official Statement). All-revenues of the Facility shall be segregated and kept in special accounts separate and apart from all other funds of the Commission and shall be used in the operation, repair and maintenance of the Facility, and in payment of lease rentals. All revenues of the Facility shall be set aside in the following order of priority. Parking Facility Maintenance Account. Funds in the Maintenance Account shall be used to pay expenses of operation, repair, and maintenance of the Facility, maintaining a balance equal to the estimated operating and maintenance expenses for the next six months. Net Revenue Account. Remaining revenues of the Facility shall be set aside in this account. Redevelopment District Bond Fund. This Fund will consist of a Principal and Interest Account and such other accounts as the Commission may establish. Parking Garage Principal and Interest Account. On each August I during the term of the Lease, an amount of money in the Net Revenue Account shall be deposited in the Principal and Interest Account equal to the "Required Deposit" (as hereinafter defined) to pay lease rental payments. The Required Deposit is the amount, together with money on deposit in the Principal and Interest Account, sufficient to pay all lease rental payments due in the 12-month period beginning on January I of the following calendar year. The Commission shall levy in each calendar year, beginning in 1988, a special tax on all taxable property in the District, in the total amount sufficient, together with any Required Deposit made on August I of such calendar year, and all other funds in the Principal and Interest Account deposited in the 12 months prior to August I of such calendar year, as to pay all lease rental payments payable in the 12- . month period beginning on January I of the following calendar year. Such taxes shall be deposited in the Principal and Interest Account. Excess Funds. Any funds remaining in the Net Revenue Account after the Required Deposit shall be deemed Excess Funds and be paid to the Commission for appropriation and use as permitted by law. Procedures for Property Assessment, Tox Levy and Collection, and Tax Abatements Real Property in the State is assessed each year as of March I. On or before August I each year, the County Auditor must submit to each underlying unit a statement of (i) the estimated assessed value of the unit as of March I of that year, and (ii) an estimate of the taxes to be distributed to the unit during the last six months of the current budget year. The estimated assessed value is based on abstracts delivered to the Auditor by the Township Assessor or his designee on or before July I5. The estimated value is used when the Common Council meets to establish its budget for the next fiscal year (January I through December 31), and to set .tax rates and levies. By statute, this must be done not later than the last Monday in August. The budget, tax levy and tax rate is subject to review and revision by the State Board of Tax Commissioners. On or before December 31, the County Auditor prepares and delivers the final abstract. The County Treasurer mails tax statements the following April. Property taxes are due and payable to the County Treasurer in two installments on May 10 and November 10. -7 - If an installment of taxes is not completely paid on or before the due date, a penalty of 10% of the amount delinquent is added to the amount due. On May 10 and November 10 of each year thereafter, an additional penalty equal to 10% of any taxes remaining unpaid is added. The penalties are imposed only on the principal amount of the delinquency. Property becomes subject to tax sale procedures after IS months of delinquency. Pursuant to State law, real property is valued for assessment purposes at its "true cash value" as defined in rules and regulations promulgated by the State Board of Tax Commissioners. "True cash value" does not mean fair market value. Current regulations define the true cash value, generally, as the reproduction value of property based on actual material and labor costs prevalent in the State of Indiana in 1975. The local assessor may subtract from the reproduction value, an amount for normal depreciation, as provided in the regulations, as well as amounts for functional or economic obsolescence, as the assessor deems appropriate in accordance with the regulations. The "gross assessed value" is equal to 33-I /3% of the true cash value, as defined above. "Net assessed value" represents the gross assessed value less certain deductions for mortgages, veterans, the aged, the blind, economic revitalization, and tax-exempt property. The net assessed value is the value used for taxing purposes in the determination of tax rates. Indiana Code 6-I.I-21-5 provides that each year taxpayers will receive a credit for property tax replacement, known as the "property tax replacement credit" (PTRC), in the amount of twenty percent (20%) of their tax I iabi I i ty for taxes as defined under I C 6-I.I-22-9 which are due and payable in May and November of that year. The credit is applied to each installment of taxes. However, the tax liability of a taxpayer does not include the amount of any property tax owed by the taxpayer attributable to certain specified components of the tax levy. Among the tax levy components not receiving the PTRC are the property taxes that will be used to pay for principal and interest due on debt entered into after December 31, 1983. The Indiana Code 6-I.I-12.1 provides a mechanism by which a governmental unit may authorize a property tax deduction for real property and for new manufacturing equipment within an economic revitalization area. The City of South Bend has chosen to use this tax abatement mechanism to encourage economic development in targeted areas. Most of the recent projects in the Allocation Area have received tax abatements. Ordinance Number 7661-86, amending Chapter 2, Article 6 of the City's Municipal Code dealing with tax abatement procedures, was passed by the Common Council on July 14, 1986, (effective upon passage). The Ordinance sets the standards and procedures by which petitions for tax abatements are considered by the Covncil and establishes eligibility criteria Pursuant to State law, the Council may grant the tax abatement for real property for a period of (i) three, six or ten years, if the petition is filed after January I, 1986, or (ii) ten years if filed of ter December 31, 1978 but before January I, 1986. The. deduction is equal to the increase in assessed value resulting from the rehabilitation or redevelopment, multiplied by the percentages prescribed in the following table. r~ -8 - Year of 3-Year 6-Year 10-Year Deduction Period Period Period Ist 100% 100% 100% _ 2nd 66 85 95 3rd 33 66 80 4th 50 65 5th 34 50 6th 17 40 7th 30 8th 20 9th 10 0th ~ 5 Future Financing The Authority is concurrently issuing $5,685,000 Taxable Lease Rental Revenue Bonds for the purpose of acquiring Stanley Coveleski Regional Stadium to be leased to the Commission. The District is currently planning a general. obligation issue of approximately $4 million to finance public improvements in the Studebaker Corridor area. This issue is expected to be sold within the next 12 months. .The Board of Public Works of the City of South Bend is planning a general obligation issue of approximately $3 million to be sold within the next 12 months to finance improvements to the City's wastewater treatment plant. Rating An application for a rating of this Issue has been made to Moody's Investor's Service, Inc. ("Moody's"), 99 Church Street, New York, New York. if a rating is assigned, it will reflect only the opinion of Moody's. Any explanation of the significance of the rating may be obtained only from Moody's. There is no assurance that a rating, if assigned, will continue for any given period of time, or that such rating will not be revised or withdrawn, if in the judgment of Moody's, circumstances so warrant. A revision or withdrawal of the rating may have an adverse effect on the market price of the Bonds. Litigation Neither the Authority nor the District are aware of any threatened or pending litigation affecting either the validity of the Issue or the ability of the Authority and the District to meet their financial obligations. Legality The Bonds are subject to approval as to certain matters by Baker & Daniels, Indianapolis, Indiana, as Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined nor attempted to examine or verify, any of the financial or statistical statements, or data contained in this Official Statement, and will express no opinion with respect thereto. A legal opinion in substantially the form .set out in Appendix A herein will be delivered at closing. The legal opinion will be printed on each bond. -9 - Tax Exemption Bond Counsel is of the opinion that under existing. law, the interest on the Bonds is excluded from gross income for federal income tax purposes and the Bonds are not "private activity bonds" under Section 141 of the Internal Revenue Code of 1986 (the "Code"); however, it should be noted that with respect to corporations (as defined for federal income tax purposes), interest on the Bonds is taken into account in determining adjusted net book income (adjusted current earnings for taxable years beginning after December 31, 1989) for the purpose of computing the alternative minimum tax imposed on such corporations. The opinion of Bond Counsel is subject to the condition that both the Authority and the Commission. comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest theron be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds on gross income for federal income tax purposes. to be retroactive to the date of issuance of the Bonds. The Authority and the Commission have covenanted to comply with all such requirements. Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Bonds. Bond Counsel is also of the opinion that under existing law the Bonds and the interest thereon, are exempt from all present Indiana taxes except the Indiana inheritance tax. No provision has been made for redemption of the Bonds, or for an increase in the interest rate on the Bonds, in the event that interest on the Bonds becomes subject to income taxation. The Code imposes an alternative minimum tax with respect to individuals and corporations on alternative minimum taxable income. Interest on the Bonds will not be treated as a preference item in calculating alternative minimum taxable income. The Code provides, however, that for taxable years beginning in 1987, 1988 and 1989, a portion of the net income of a corporation reported on its financial statement and not otherwise included in the minimum tax base would be included for purposes of calculating the alternative minimum tax that may be imposed with respect to corporations. For taxable years beginning after 1989, the use of financial statement income will be replaced by the use of adjusted current earnings. Financial statement income and adjusted current earnings include income received that is otherwise exempt from taxation such as interest on the Bonds. The Code imposes an environmental tax with respect to corportions on the excess of a corporation's modified alternative minimum taxable income over $2,000,000. The environmental tax applies with respect to taxable years beginning after December 31, 1986 and before January I, 1992. The Code provides that in the case of an insurance company subject to the tax imposed by Section. 831 of the Code, for taxable years beginning after December 31, 1986 the amount which otherwise would be taken into account as "losses incurred" under Section 832(b)(5) shall be reduced by an amount equal to I S% of the interest on the Bonds that is received or accrued during the taxable year. Interest on the Bonds may be included in the income of a foreign corporation for purposes of the branch profits tax imposed by Section 884 of the Code. The foregoing does not 'purport to be a comprehensive discussion of the tax consequences of owning the Bonds. Prospective owners of the Bonds should consult their own tax advisors with respect to the foregoing and other tax consequences of owning the Bonds. -10- t T Not-Qualified Tax-Exempt Obligations The Bonds will not'be designated "qualified tax-exempt obligations" for purposes of Sec#ion 265(b)(3) of the Internal Revenue Code of 1986 relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. Certification As of the date of the settlement of the Bonds, the Purchaser will be furnished with a Certificate signed by the appropriate officers of the Authority. The Certificate will state that as of the date of the Official Statement, it did not and does not as of the date of the Certificate contain any untrue statements of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of circumstances under which they were made, not misleading. STATISTICAL DATA TI-~ DISTRICT: REDEVELOPMENT SPECIAL TAXING DISTRICT 1987 (Payable 1988) Taxable Assessed Value: $434,054,735 The boundaries of the Redevelopment Special Taxing District are coterminous with the City of South Bend and, therefore, the taxable assessed value is the same for both (see City of South Bend data). Indebtedness of the District Legal Debt Limit (29'0 of Taxable Assessed Value) Less: Outstanding Debt. Net Debt Margin Direct General Obligation Debt of the District Year of Original -Issue Amount $8,681,095 600,000 $8,081,095 Final Maturity Principal Outstanding As of 7-2-88 1972 $3, 800, 000 Principal payable each Jan. I 1991 $600, 000 Interest payable Jan. I and July Revenue Debt of the District (Not Supported By Taxes) Principal Year of Original Final Outstanding Issue Amount Type of Issue Maturity As of 7-2-88 1985 $4,200,000 Taxlncrement Revenue Bonds 2003 $4,200,000 1986 $ I , 750, 000 Tax Increment Revenue Bonds 2004 $ I , 750, 000 1988 $ I , 800, 000 Tax Increment Revenue Bonds 2005 $ I , 800, 000 Lease Rental Revenue Debt (Supported by Taxes and Other Revenues) Date of Original Final Principal Issue Amount Purpose of Issue Maturity Outstanding 8-I-88 4,575,000 Parking Facility Construction 2009 ,575,000 9-I-88 5,685,000 Stadium Facility Acquisition 19975,685,000 THE CITY OF SOUTH BEND Although the Bonds do not pledge the full faith and credit of the City, the Bonds do constitute an obligation of the Redevelopment Special Taxing District, the boundaries o f which are coterminous with the City; and therefore, the following is presented for informational purposes. General Characteristics Location: Wholly within St. Joseph County in northwestern Indiana, approximately 100 miles east of Chicago, Illinois. Area: 36.4 square miles- Population City of South Bend St. Joseph County Source 1986 1984. 107, 190 107, 117 241, 400 240, 623 Census Bureau Estimate Census Bureau Esti mate I'980 109, 727 241, bI 7 1980 Federal Census 1970 125, 580 244, 827 1970 Federal Census Trend of Assessed Values Assessment Year March I Net Assessed Value* 1987 1986 1985 1984 1983 1982 1981 980 43 4, 054, 73 5 429,698,477 433,033,280 407, 023, 834 417, 959, 626 419, 048, 640 416, 110, 969 406,763,605 * The assessed values shown are net figures after subracting the valuation of the City's Urban Enterprise Zone and abated valuations. The assessed value of personal property in the Urban Enterprise Zone totals $24,437,827 for 1987, and $23,940,420 for 1986. This valuation is removed from the tax rolls for a period of ten years beginning March 1, 1984. The Urban Enterprise Zone is part of a State program which offers various State tax credits for businesses in targeted areas. Abatement of real and personal property valuation reduces the taxable valuation o f property by decreasing amounts over a term of up to ten years in accordance with State law and local ordinance. The total abated valuation (not included in the net assessed .value figure above) for real and personal property in 1986 was $19,595,830. The total abated valuation for 1987 is not yet available. The net assessed values for 1984 through 1987 do not include tat incremental assessed valuation. _I2- t Ten of the Largest Ta~ayers in the City Taxpayer Allied/Bendix Corporation Indiana Bell Telephone A.M. General & Amland Corp. Indiana Michigan Power Company Now Energy Company Northern Indiana Public Service Co. Scottsdale Mall Ameritech Marriott AT& T Total 1987 Product/Service Assessed Value Airplane & Auto Parts $20, 316, 310 Communications I I, 180,650 Military Trucks 7,385,200 Electric Utility 7,001,510 Ethanol P lant 6, 92 I ,840 Gas Utility 5,083, 170 Retail 3, 780, 520 Communications 3, 624, 560 Hotel 3, 306, 790 Communications 2, 844, 330 $71,444,660 Represents 16.46% of the City's total taxable assessed value. Direct General Obligation Debt of the City As of July 2, 1988: $ I , 775, 000 Lease-Purchase As of July 2, 1988: $5, 296, 744- * To be refunded with proceeds of the Authority's $5,685,000 Taxabie Lease Rental Revenue Bonds of 1988 (Coveleski Stadium Project) concurrently being offered for sate with this Issue. Leases (As of December 31, 1987) Payable from Enterprise funds: Solid Waste .Equipment $ 340,000 Sale-Leaseback of Off-Street Parking Facilities 4, 041 , 242 Water Utility 31, 239 Total Payable from Enterprise Funds $ 4,412,481 Payable from Governmental Funds: Police Dept. East Sub Station $ 33, 719 County-City Building 203,834 Century Center Civic Center 6,840, 000 Fire, Polics, EMS, CAD Departments Computer 833, 335 Fire Truck 63, 636 Land Contract (Museum) 512, 486 Master Equipment Lease $ 2, 573, I I 0 Total Payable from Governmental Funds 1 I 060 120 TOTAL LEASE OBLIGATIONS 15 472 601 -13- j T Indirect General Obligation Debt St. Joseph County South Bend Community School Corp. South Bend Publ is L ibrary Leasing Corp. St. Joseph County Airport A uthority Total * Refunding Issue Tax Rates In South Bend -Portage (Per $ 100 of Assessed Value) 1983 /84 State of Indiana .0100 St. Joseph County 2.4170 Portage Township .1029 South Bend School Corp. 4.8780 rary District .4264 y of South Bend 5.5383 ransportation .3353 Total 12.4317 1987 and 1988 Tax Levies By Fund 1987 Levy General Fund Park Park Bond Fund Other Total 1988 Levy General Fund Park Park Bond Fund Other Total Total Principal Outstanding I /2 /88 $6 , 075 , 000 7,708,262 2, 925,000* 3,150,000 1984 /85 .0100 2.4312 . 1645 4.7036 .4295 5.9464 .3687 13.7079 Amount of Lev 1985 /86 .0100 2.4156 .1550 5.0269 .4644 5.9002 .4271 14.3992 $18,908,855 3,086,218 789, 935 2.715.615 $25, 500, 623 Amount of Lev $19,674,117 3,258,359 1,392, 119 2.507.774 $26,832,369 Debt Applicable To Valuation in City Percent Amount 44.3 $2,691,225 54.2 4,177,878 52.6 1,538,550 44.3 1,395,450 $9,803,103 987 /88 Debt 1986/87 Total Only .0100 .0100 -0- 2.3639 2.3304 .0981 .5627 .7180 .6448 5.2825 5.8177 .1897 .4952 .5169 .0585 5.9662 6.2689 .3773 .3976 .4223 .0707 15.0781 16.0842 1.4391 Amount Received $19,1.12,755 3,119,480 798,453 2,747,079 $25,777,767 (101% -14- ~J City Tax Levies and Collections Levy/ Col I ect 1987 /88 1986 /87 1985 /86 1984 /85 1983 /84 1982 /83 198 I /82 Amount of Lev $26,832,369 25, 500, 623 24, 524, 300 24,246,149 23,147,657 22,090,568 20, 944, 113 GENERAL INFORMATION Percent Collected In Process 101% 96% 98% 100°~ 99.5% 97% South Bend is located in northern Indiana approximately 100 miles east of Chicago and .140 miles north of Indianapolis. Interstate Highway 190 is one mile from the City. The City is experiencing new growth and diversification of its economic base after a period of decline in heavy manufacturing. Population Trends The 1986 Census estimate for the City of South Bend is 107,190, a net increase of 73 persons over the 1984 Census estimate of 107,1 17. This is a positive sign for the City, after having experienced significant losses of population during the previous two decades and again during the l 982 recession. Furthermore, local sources in touch with the new development and employment data believe that the previous trend has been reversed and are projecting the St. Joseph County population to be 242,000 by 1990, a net increase of approximately 380 persons over the 1980 census figure and an increase of 2,400 persons over the 1982 census estimate. Economy The City's economy is based on a mix of commercial-industrial concerns, educational and medical institutions, government, and convention/tourism business. No single type of industry dominates. The many new business developments that occurred in 1987 also indicate a trend toward international business development. A sampling of new developments is listed below, followed by a list of major employers in the City. .Additional employment opportunities may be found in the adjacent, City of Mishawaka and the City of Elkhart, 20 miles from South Bend. The South Bend-Mishawaka Area Chamber of Commerce recently honored its member companies for having created 2,907 jobs and adding $I 11.6 million in capital investments over the past 15 months. I/N TEK - a $400 million, ultra-modern cold-rolling steel mill will be built as a joint venture by companies in the U.S. and Japan. The facility is expected to be completed by 1989 and employ 230 permanent workers. AE INC. - a subsidiary of a British company, has built a $3 million 110,000 square foot high-tech piston plant to supply the American automotive market. AE Inc. installed $12 million in new equipment and plans to employ 75 people. AMERITECH SERVICES, INC. -completed its first year in their new $16 million, 275,000 square foot distribution center. The facility serves as the central warehouse for Bell Telephone companies in five states and there are currently 200 employees. -15- In addition to many new industrial developments, the South Bend area added a variety of other new developments such as health care facilities, shopping centers, hotels and condominiums, and office buildings for its growing service sector. The City, of South Bend is part of a retail trade area with an estimated population of 792,000 known as the Michiana Region. Retail sales and effective buying income are shown in a table on page 18 of this Official Statement. The University of Notre Dame, although located just outside the City, has a significant impact on the economy and character of the City. The University Director of Community Relations recently reported that the day-to-day operating costs of the University translate into an estimated $I million-a-day contribution to the Michiana community. The total economic impact of the University on the community is estimated to be $435 million a year. Convention trade and tourism comprise q growing sector of the South Bend area economy. A 1983 statewide survey ranked St. Joseph County second in travel expenditures with $124 million taken in by local business (the study excluded Indianapolis/Marion County). The study showed the County had a $27 million travel- generated payroll and 3,300 jobs in 1983. The City anticipates additional tourism- related revenues from the Olympic-class East Race Waterway, the new Stanley Coveleski Regional Stadium, and Special Olympics, which the City co-hosted with the University of Notre Dame in 1987. South Bend offers a variety of hotel and convention facilities. Century Center, the City's convention center, opened in the downtown area in 1977. The center contains meeting rooms, a museum, visual arts gallery, and a 700- seat theater. In 1986, the South Bend area hosted 101 conventions with 143,724 delegates representing an economic impact in excess of $29 million. Total lodging tax receipts generated from the County-wide 5% tax on hotel/motel beds, were $924,000, a 9% increase over 1985. Tax receipts generated in 1984 and 1983. were $797,844 and $634,177, respectively. Major Employers in South Bend Commercial/industrial Approxima#e Employer Product/Service Employment Allied Signal, Inc. .Airplane & Auto Parts 2, 800 AM General Corp. (South Bend) Military & Postal Trucks 2, 175 Allied Products Corp. Metal Stampings .783 I st Source Bank Financial Services 672 Martin's Super Markets Retail -Food 639 RACO, Inc. Electrical Switches & Boxes b26 Koontz Wagner Electric Co., Inc. 500 Indiana Bell Telephone Telephone Services 475 The Kroger Company Retail -Food 473 L.S. Ayres & Co. Retail -Department Store 450 a -16- .. t Public and Non-commercial Employer Approximate Product/Service Employment Education 3,500 University of Notre Dame* South Bend Community School Corporation Memorial Hospital of South Bend St. Joseph's Care Group, Inc. City of South Bend St. Joseph Medical Center St. Joseph County U.S. Post Off ice (Regional) Indiana University at South Bend St. Mary's College Education 2, 300 Medical Care 2, 086 Medical Care 1,700 Government I , 500 Medical Care I , 266 Government I , 100 Maii Service 615 Education 485 Education 436 * Located outside the City, in Notre Dame, Indiana. Source: South Bend -Mishawaka Area- Chamber of Commerce. Labor Force Data Labor Force and Nonagricultural Establishment Employment* Annual Avera e Payroll E mploy ment in thousands) 1982 1983 1984 1985 .1986 1987 Manufacturing: Durables 21.1 15.9 17.0 16.6 16.5 16.1 Nondurables 8.1 7.0 8.0 7.9 7.2 7.8 Non-manufacturing: Contract Construction 3.8 3.4 4.2 4.3 4.6 5.0 .Transportation, Communi- cation & Utilities 4.8 4.2 4.3 4.4 4.7 4.9 Trade-Wholesale 6.7 6.1 6.4 6.7 6.7 7.1 Trade-Retail 19.6 18.7 20.1 20.4 21.1 22.3 Finance, Insurance & .Real Estate 5. I 4.7 4.9 5. I 5.6 6.2 Services 26.0 24.9 26.3 27.6 .29.0 30.5 Government 12.2 10.3 10.3 10.7 11.0 1 1.2 Total 107.4 95.2 101.5 103.7 106.4 III.I Total Labor Force (in Thousands) 1982 1983 1984 1985 1986 1987 Total in Labor Force 141 .0 118.8 118.7 125.2 126.0 127.3 Employed 127.0 108.0 110.1 116.6 118.6 120.2 Unemployed 14.0 10.8 8.6 8.6 7.4 7.1 Unemployment Rate (%) 9.9 9. I 7.3 6.9 5.9 5.6 * 1981-1982 South Bend SMSA (St. Joseph & Marshall Counties) 1983- South Bend MSA (St. Joseph County Oniy) Source: Indiana Department of Employment and Training Services in cooperation with the Bureau of Labor Statistics, U.S. Department of Labor, provided by the South Bend-Mishawaka Area Chamber of Commerce. -17- L l Retail Sales and Effective Buying Income (City of South Bend Only) Total Effective Buying Median - Median Retail Sales Income (EBI) Household Age (I 000) (I 000) EB I 1986 33.3 $ 833,217 $1,217,545 $21,607 1985 33.0 808,100 1,161,344 21.,085 1984 32.8 759,605 1,071,426 22,442 1983 32.6 704,783 994,295 21,231 1982 32.4 678,892 925,399 19,384 1981 32.1 623,801 1,032,793 22,312 1980 32.4 558,014 934,803 20,199 Source: "Survey of Buying Power," Sales & Marketing Management, Annual Editions, 1980-1987. Building Permits Total Permits Number Value New Residential Permits (Including Apartment Buildings) Number Value 1987 (to I I -30) I , 970 $42, 972, 268 18 $7, 737, 672 1986 1,661 _61,291,112 IS 7,948,700 1985. 1,954 63,011,520 27 3,694,000 1984 1,653 38,101,370 20 .4,923,806 .1983 1,503 50,721,450 26 4,256,784 1982 1,486 25,667,709 29 4,814,000 1981 1,516 19,460,393 40 3,859,200 Medical Facilities There are three general acute care hospitals in the City, the two largest of which are located in the downtown area. Memorial Hospital of South Bend has 526 beds; St. Joseph Medical Center has 41 I beds; Michiana Community Hospital (formerly South Bend Osteopathic Hospital) has 107 beds. The hospitals offer a wide variety of medical specialities and have the entire Michiana Region as their primary service area. There are 13 nursing homes in the South Bend/Mishawaka area. Other special health facilities include Healthwin Hospital, four urgent care centers, and Northern Indiana State Hospital and Medical Foundation. Transportation In addition to its location near Interstate Highway 1 90, U.S. Highways 20, 31 and 33 go through the City, as do State Highways 2, 23, 123 and 331. Six rail lines and nearly 50 trucking lines serve the City and surrounding area. Four bus companies provide inter- city transport in the area, while Transpo, the municipal bus line, provides service within the area. Chicago's O'Hare Airport is approximately !00 miles from the City.. Regional airports in South Bend and Elkhart provide chartered and commuter services. -18- Education The South Bend Community School Corporation serves all of the City and some of the surrounding area, and has a current enrollment of approximately 21,000 students in grades kindergarten through high school. An estimated 5,975 students attend private or parochial schools within the City. In addition, there are two special education schools with a total enrollment of 885 students. The University of Notre Dame, founded in 1842, offers 44 majors within four colleges in undergraduate studies, as well as 22 doctoral and 30 master's degree programs in and among 27 University departments. Among the University's 1987 freshman class, 35% ranked as one of the top five students in their high school graduating class, 75% ranked in the top 10%, and 92% ranked in the top 20%. The University has an enrollment of approximatley 6,900 undergraduates, 3,000 graduate students, and .800 professional studies students. Post-graduate and higher education institutions located within the City of South Bend include Indiana University at South Bend with an enrollment of 5,500, which offers graduate and undergraduate programs through .,both daytime and evening classes, and Indiana Vocational Technical College with an enrollment of 2,500 students. Other higher education institutions located in close proximity include St. Mary's College, Bethel College, Holy Cross Jr. College, and Michiana Business College. City Government The City has aMayor-Council form of government, with the Mayor and nine Common Council members elected to concurrent four-year terms of office. The following members make up the City's governing body; terms of office expire December 31, 1991. Joseph E. Kernan, Mayor Sean Colemen Donald E. Niezgodski Linus K. Slavinskas Loretta Duda Ann B. Puzzello John Voorde Stephen Luecke William Soderberg Thomas Zakrzewski The Mayor is the City's chief executive officer.. Other key administrative positions include: Ms. S. Katherine Humphreys, City Controller; Mr. Richard Nussbaum Il, City Attorney; Ms. Irene Gammon, City Clerk; Mr. Joseph Doran, City Treasurer. Municipal services include police and fire protection, code enforcement, garbage collection, storm sewer, sanitary sewer and water utilities, street maintenance, and economic development. Annual Audited Financial Statements The City is audited annually by the Indiana State Board of Accounts. Financial Statements presented in Appendix G of this Official Statement are extracted from the annual audit reports for f fiscal years ended December 31, 1986, (985, and 1984. r~ -19- PROPOSED FORM OF LEGAL OPINION r [GARAGE OPINION] 1988 Re: South Bend Redevelopment Authority Lease Rental Revenue Bonds !Parking Facility Project) Gentlemen: APPENDIX A We have acted as bond counsel in connection. with the issuance by the South Bend Redevelopment Authority (the "Issuer") of Four Million Five Hundred Seventy-five Thousand Dollars ($4,575,000) aggregate principal amount of South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project) originally dated 1, 1988 (the "Bonds"), pursuant to a Trust Agreement (the "Trust Agreement") between the Issuer and First Interstate Bank of Northern Indiana, N.A., as Trustee (the "Trustee"), dated as of June 1, 1988. 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 and the enforceability of the Bonds and the Trust Agreement, as well as the rights of the Issuer and the Trustee and the enforceability of the Lease between the Issuer, as lessor, and the South Bend Redevelopment Commission (the "Commission"), as lessee, dated as of June 1, 1988, may be subject to bankruptcy, insolvency, reorganization, rearrangement, receivership, moratorium and other laws and matters of public policy 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 and general principles of equity in appropriate cases. r -.- 1988 As to questions of fact material to our opinion, we have relied, without undertaking to verify the same by independent investigation, upon representations of the Issuer and public officials contained in the Trust Agreement and in the certified transcript of proceedings and other certificates furnished to us, including the Issuer's .tax. covenants and representations. We have not been engaged or undertaken to review the accuracy, completeness or .sufficiency of any offering materials relating to the Bonds, and we express no opinion relating thereto. Based on 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, perform the agreements on its part contained therein and issue the Bonds. 2. 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 District is required by the Act and the Lease annually to levy and appropriate an amount sufficient to pay the lease rentals commencing with the completion of the building to be erected by the Issuer or December 28, 1989, whichever is later. 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 and payable solely from the Pledged Funds, as such term is defined in the Trust Agreement, subject to the qualification that .the enforcement of certain rights and remedies provided in the Trust Agreement may be limited by the laws of the State of Indiana, but such laws of the State of Indiana do not prevent the practical realization of the benefits or the security provided by the Trust Agreement. 4. The Bonds and the interest thereon are exempt from all present Indiana taxes, except the Indiana inheritance tax. The interest on the Bonds is excluded from gross income for federal income tax purposes and the Bonds are not "private activity bonds" under Section 141 of the Internal Revenue Code of 1986 (the "Code"); however, it should be_noted that with respect to corporations (as defined for federal income tax purposes), interest on the Bonds is taken into account in determining adjusted net book income (adjusted current earnings for taxable years beginning after December 31, 1989) for the purpose of computing the alternative minimum tax imposed on such corporations. The opinion set forth in this Paragraph 4 is r -3- , 1988 subject to the condition that the Issuer comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements may cause the .inclusion of interest. on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. The Issuer has covenanted to comply with all such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. Yours very truly, • RESOLUTION NO. 6 APPENDIX B RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS (PARKING FACILITY PROJECT) 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 of $4,575,000 pursuant to I.C. 36-7-14.5-19 to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project)" (the "Bonds"), the proceeds of which are to be used to finance the construction of a parking garage facility to be known as the "Saint Joseph/Wayne Parking Facility" (the "Facility"), and the acquisition of the site therefor, and to pay the costs of issuance of the Bonds; and WHEREAS, the Authority intends to lease the Facility to the Commission pursuant to a lease dated as of June 1, 1988 (the "Lease"), which Lease was heretofore approved and. executed by this Authority; and WHEREAS, there has been prepared and submitted to the Authority a form of Trust Agreement to be dated as of June 1, 1988, between the Authority and First Interstate Bank of Northern Indiana, N.A., as Trustee (the "Trust Agreement") which Trust Agreement provides for, among other things, the issuance of such ~ ~ Bonds to finance the construction of the Facility and the acquisition of the site therefor; NOW, THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment Authority as follows: Section 1. In order to pay and finance the costs of construction of the Facility and acquisition of the site therefor, and to pay costs of issuance, there is hereby authorized and there shall be executed, issued, and delivered by and on behalf of the Authority, pursuant to I.C. 36-7-14.5 et se ., the Bonds in the aggregate principal sum of Four Million Five Hundred Seventy-five Thousand Dollars ($.4,575,000). Section 2. The Bonds shall bear interest at a rate not exceeding 12% per annum and shall mature serially on February 1 in the years and in the amounts as follows: Year Amount Year Amount 1990 $ 75,000 2000 $215,000 1991 120,000 2001 235,000 1992 130,000 20.02 250,000 1993 135,000 2003 270,000 1994 145,000 2004 290,000 1995 155,000 2005 310,000 1996 165,000 2006 335,000 1997 175,000 2007 365,000 1998 190,000 2008 390,000 1999 205,000 2009 420,000 Section 3. The Bonds maturing on or after February 1, 1999, may be redeemed prior to maturity, at the option of the Authority in whole or in part in whole multiples of $5,000, in inverse order of maturity and by lot within maturities, on any date not earlier than February 1, 1998, from any moneys .made available for that purpose, at face value and without premium, plus accrued interest to the date fixed for redemption. -2- t Section 4. Said Bonds shall be issued in accordance with and shall be secured by a trust agreement substantially in the form of a Trust Agreement as submitted to this meeting, with such changes as the President and the Secretary of the Authority deem necessary or appropriate to effectuate these resolutions and to consummate the sale of the Bonds, said officers' execution and attestation thereof to be conclusive evidence of their approval of such. changes. Section 5. The Secretary is authorized and directed to I I place a copy of the Trust Agreement in the minute book immediately following the minutes of this meeting and said Trust Agreement is made a part of this Resolution as if the same were fully set forth herein. Section 6. Prior to the sale of the Bonds, the Secretary of the Authority shall cause to be published a notice of intent to sell once each week for two weeks in The Tri-County News, the South Bend Tribune and The Indianapolis Star. The notice of such .sale or a summary thereof may be published in Credit Markets, a financial journal published in the City and State of New York and/or in other newspapers, in the discretion of the Secretary. The notice must state that any person interested. in submitting a bid for the Bonds may furnish in writing at the address set forth in the notice, the person's name, address, and telephone number, and that any such person may also furnish a telex number. The notice must also state: (1) the amount of the Bonds to be offered; (2) the denominations; (3) the dates of maturity; (4) the maximum rate or rates of interest; (5) the place of sale; and (6) the time within which the name, -3- 1 address and telephone number must be furnished, which must not be less than seven days after the last publication of the notice. Each person so registered shall be notified of the date and time bids will be received not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by the .person, and also by telex if the person furnishes a telex number. All bids for Bonds shall be sealed and shall be presented to the Secretary at the principal office of the Authority, and the Secretary shall continue to receive all bids offered until the hour fixed for the sale of the Bonds, at which- time and place he shall open and consider each bid. Bidders for the Bonds shall be required to name the rate or rates of interest which the Bonds are to bear, not exceeding twelve percent (12~) per annum. The interest rate on Bonds of a given maturity must be at least as great as the interest rate on Bonds of any earlier maturity. No total payments due in any 12-month period ending on a bond maturity date shall be in excess of $518,000. Bids specifying more than one interest rate shall also specify the amount and maturities of the Bonds bearing each rate, and all Bonds maturing on the same ' date shall bear the same single rate of interest. Subject to the provisions contained below, the Secretary shall award the Bonds to the bidder offering the lowest net interest cost to the .Authority, to be determined by computing the total interest on all of the Bonds from the date thereof to their maturities and deducting therefrom the premium bid, if any, or adding thereto the amount of any discount, if any. No bid for less than $4,472,050, including accrued interest at the rate or rates named -4- t ~ to the date of delivery, will be~considered. The Secretary shall have full right to reject any and all bids. In the event no acceptable bid is received at the time fixed for the sale of said Bonds, the Secretary shall be authorized to continue to receive bids. from day to day thereafter for a period not to exceed thirty (30) days, without readvertising; provided, however, that if said sale be continued, no bid shall be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for the sale of the Bonds. 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 Baker & Daniels, 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 7. If the President and the Treasurer, with the advice of the financial advisor to the Authority, determine that market conditions at the time of the sale. of the Bonds are such that the Authority is able to finance the construction of the Facility and the acquisition of the site therefor by issuing Bonds in an aggregate principal amount which is less than $4,575,000, then the Authority shall issue such lesser principal amount of Bonds. Section 8. After the sale of the Bonds, the President and .the Secretary are authorized to complete the Trust Agreement and then to execute the same on behalf of the Authority. -5- L ~ I • Section 9. 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 10. 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. Adopted, this ,1 ~j `` day of ~~:l..vt:- 1988. -6- SOUTN BEND REDEVELOPMENT AUTHORITY __ <~ .J -, ~. ' APPENDIX C :' LEASE AGhEEMENT LEASE Between SOUTH BEND REDEVELOPMENT AUTHORITY. and SOUTH BEND REDEVELOPMENT COMMISSION Dated as of June 1, 1988 (Parking Garage Facility) 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. Alterations 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 Section 19. Successors. or Assigns Exhibit A Real Estate Description Exhibit B Permitted Encumbrances Paae 1 2 3 3 4 4 4 5 5 6 6 6 6 7 8 8 8 8 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 36-7-14.5 (the "Authority") and SOUTH BEND REDEVELOPMENT COMMISSION (the "Lessee"). WITNESSETH: Section 1. Definitions. The terms defined in this Section 1 shall for all 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 (Parking Facility Project). "Facility" means the real estate. in South Bend, Indiana, described in Exhibit A hereto, and a parking garage facility (the "Garage") to be erected thereon by the Authority or its agent according to plans and specifications prepared for the Authority by CWA Walker, Inc., project architects of Indianapolis, Indiana. The above-mentioned plans and specifications may be changed, additional construction work may be performed and equipment may be purchased by the~Authority, but only with the approval of the Lessee, and only if such changes or modifications, additional construction work or equipment do not alter the character of .the Building or reduce the value thereof.- Any such additional construction work or additional equipment shall be part of the property covered by this Lease. The above-mentioned plans have been filed with .and approved by the Lessee. "Lease" means this Lease as the same may be amended, modified or supplemented by any amendments or modifications hereof and supplements hereto entered into in accordance with the 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. "Parking Garage Principal and Interest Account" means the account by that name created in the Redevelopment District Bond Fund by the Lease Resolution. "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 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 authorized by Indiana Code 36-7-14-27 and the Lease Resolution. "Trust Agreemeen"theaAuthorityuandAtheeTrusteetesecuring the June 1,. 1988 betwe 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 twenty and one-half (20-1/2) years, beginning on the date the Garage is completed and ready for occupancy, and ending on the day prior to such date twenty and one-half (20-1/2) years thereafter. 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 Lessorll to incurred (i) to finance the cost of the leased property, (~~) refund such obligations, (iii) to refund such refundinThe date obligations, or (iv) to improve the leased property. the Garage is completed and ready for occupancy shall be endorsed on this Lease at the end hereof by the parties hereto as soon as the same can be done after such completion and such endorsement -2- shall be recorded as an addendum to this Lease. 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 Five Hundred Twenty Thousand Dollars ($520,000) per year. Such. Rental shall be paid from the Parking Garage Principal and Interest Account of the Redevelopment District Bond Fund. All rentals payable under the terms of this Lease shall be paid to 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 hereunder. Lessee shall receive a credit on such rental payment in an amount equal to the amount then in the South Bend Redevelopment Authority Parking Garage Facility Sinking Fund created by Section 3.02 of the Trust Agreement. The Lessee shall also receive credit for any Bond maturing within forty-five (45) 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 semiannual rental installment in the amount of Two Hundred Sixty Thousand Dollars ($260,000) shall be due on the day that the Garage to be erected and/or improved on the premises is completed and ready for occupancy, or December 28, 1989, whichever is later. If completion is later than December 28, 1989, the first installment shall be in an amount which provides for rental at the yearly rate specified in Section 3 from the date of completion until the first June 28 or December 28 following such date of completion. Thereafter such rentals shall be payable in advance in semiannual installments of Two Hundred Sixty Thousand Dollars ($260,000) on June 28 and December 28 of each year. The last semiannual rental payment due before the expiration of this Lease shall be adjusted to provide for rental at the yearly rate specified above from the date such installment is due to the date of the expiration of this Lease. After the sale of the Bonds issued the cost of the Garage, including the thereof and other expenses incidental shall be reduced to an amount equal to Thousand Dollars {$1,000) next highest principal and interest due in any year by the Authority to pay acquisition of the site thereto, the annual rental the multiple of One to the highest sum of ending on a bond maturity -3- date (bond year) on such Bonds plus $2,000, 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. The Lessee will not take any action or fail to take any action that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds pursuant to Section 103(a) of the Internal Revenue Code. of 1986, as amended (the "Code"), as in effect on the date of delivery of the Bonds, nor will the Lessee act in any manner which would adversely affect such exclusion. The Lessee further covenants that it .will not make any investment or do any other act or thing during the .period that any Bond is outstanding hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder as in effect on the date of delivery of the Bonds. All officers, members, employees and agents of the Lessee are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessee evidencing the L,essee~s commitments made herein. Section 5. Abatement of Rent. In the event the Garage to be erected on the premises shall be damaged or destroyed so as to render the same unfit for use as a parking garage facility, 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 control 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 parking garage facility. 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 all costs of taxes and -4- 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 remodelings 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 ordinarily required 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 the insurance be in an amount which causes the Lessee to be a co-insurer for the Facility. Such insurance may contain a provision for a deductible in an amount not exceeding $100,000. The Lessee agrees to pay the deductible amount of any-loss to the Authority. A blanket public institutional property insurance form may be used if: (a) the insurance on the Facility is mot less than the amount required by this Section, -5- (b) the 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 conaemnazlvn rL~uccv~. 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 the 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 policies required by Sections 9 and 11 shall be with good 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 11, such insurance may be obtained by the Authority, or may be obtained by the Trustee, and the amount paid for such insurance shall be added to the amount 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. -6- Section 13. General Covenants. It is understood and agreed that the Lessee, without the consent of the Authority, shall 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; provided, however, that the Lessee shall in no event assign or sublet the Facility if such assignment or sublease will result in the loss of the exclusion from gross income for federal tax purposes of interest on any obligation issued by the Authority to finance-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 not 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. The Authority hereby grants Lessee the 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, the 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 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 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 -7- I • 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, the 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. The 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 condition hereof, and 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 shall be mailed by first-class mail to the Trustee at its last known place of business. -8- ~,1 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. SOUTH BEND REDEVELOPMENT AUTHORITY i ,--.- .. Thomas J.~Varg~,~ r., President ATTE~T ~~~,Zi Chris Dave , Secretary-Treasurer SOUTH BEND REDEVELOPMENT COMMISSION C~ ATTEST: Roman iasecki, Secretary STATE OF INDIANA COUNTY OF ST. JOSEPH SS: B F ay Nim z, President ~.. 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. -9- r WITNESS my hand and Notarial Seal this ~~!~~~day of June 1988. (Wry: ten Signat re) Cheryl K. Phipps (Printed Signature) (SEAL•) My commission expires: January 7, 1991 I am a resident of St. Joseph County., Indiana. STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared F. Jay Nimtz and Roman Piasecki, personally known by me to be the President and Secretary, respectively, of South Bend Revelopment Commission, and .acknowledged the execution of the foregoing Lease for and on behalf of said Commission. WITNESS my hand and Notarial Seal this 17th day of June , 1988. J ,~ ~ (Written Sig ure) Cheryl K. Phipps (Printed Signature) (SEAL) My commission expires: Januarv 7, 1991 I am a resident of St. Joseph County, Indiana. This instrument was prepared by Thomas A. Pitman, 810 Fletcher Trust Building, Indianapolis, Indiana 46204. -10- R i ~ ~ EXCERPTS. FROM THE TRUST AGREEMENT t TRUST AGREEMENT Between SOUTH BEND REDEVELOPMENT AUTHORITY AND i~ FIRST INTERSTATE BANK OF NORTHERN INDIANA, N.A. South Bend, Indiana, Trustee Dated as of June 1, 1988 (Parking Garage Facility) APPENDIX D 6 K INDEX Paae Parties, Recitals ....................................... 1 Granting Clauses ........... ................ .......... 2 ARTICLE I. Definitions ............................... 2 "~ ARTICLE II. .Maturities, Form, Issuance, Delivery and Registration of Bonds ................. 5 ARTICLE III. Funds .... .............................. 11 ARTICLE IV. Redemption of Bonds ....................... 16 ARTICLE V. Covenants of the Authority ................ 18 ARTICLE VI. Insurance ................ ............... 26 ARTICLE VII. Remedies in Case of Default .. ........... 29 ARTICLE VLII. Defeasance, Payment, Release .............. 33 ARTICLE IX. Concerning the Trustee .................... 34 ARTICLE X. Supplemental Agreements .................. 38 ARTICLE XI. Miscellaneous Provisions .................. 41 ~i TRUST AGREEMENT - THIS AGREEMENT (the "Agreement"), executed and dated as of the 1st day of June, 1988, 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 amended (hereinafter called the "Authority"), and First Interstate Bank of Northern 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 has determined to borrow the sum of Four Million Five Hundred Seventy-five Thousand Dollars ($4,575,000) for the purpose of procuring funds to pay the cost of acquiring a site suitable for a parking garage facility and the erection and equipping of a parking garage facility thereon, and to execute and issue its Lease Rental Revenue Bonds in the form and terms as hereinafter provided; and WHEREAS, the Authority intends to lease said parking garage facility, including the site thereof, to the Commission pursuant to a lease dated as of June 1, 1988; and WHEREAS, in order to secure the principal of and premium, if any, and interest on all 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 obligation"s 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, the prem thereof, Trustee, in order premium, any time SOUTH BEND REDEVELOPMENT AUTHORITY, in consideration of ises and the acceptance of such Bonds by the holders and the sum of One Dollar ($1) in hand paid by the receipt of which is hereby acknowledged, and especially to secure the punctual payment of the principal of, if any, and interest on the Bonds to be issued and at outstanding hereunder as the same shall become due, E ; I 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 First Interstate Bank of Northern 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 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: -2- . ' • 4 (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) "Arbitrage Regulations" means Sections 1.103-13, 1.103-14 and 1.103-15 of the Treasury Regulations under Section 148 of the Code, as the same may be amended or supplemented or proposed to be amended or supplemented from time to time. (c) "Authority" means the South .Bend Redevelopment Authority, a body corporate and politic, or any successor entity. (d) "Board" means the Board of Directors of the Authority. • (e) "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. (f) "Bondholder," "holder," "owner" and "registered owner" means-the registered owner of a Bond. (g) "Code" means the Internal Revenue Code of 1986, as amended. (h) "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. (i) "Construction Fund" means the Construction Fund created and established by Section.3.01. (j) "Facility" means the real estate described in Exhibit A to be acquired, and the parking garage facility to be constructed thereon, with the proceeds of the Bonds and leased to the. Commission, pursuant to the Lease. (k) "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. (1) "Lease" means the lease by the Authority to the Commission,. dated as of June 1, 1988, as the same may be amended or supplemented. (m) "Letter of Instructions" means the Letter of Instructions attached as an exhibit to the Arbitrage Certificate delivered by the Authority at the time of the issuance and -3- delivery of the Bonds, as the same may be amended or supplemented. (n) Operation and Reserve Fund" means the Operation and Reserve Fund created and established by Section 3.03. (o) "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, other than moneys set apart and transferred to the Rebate Fund.' (p) "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 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. (q) "Rebate Fund" means the fund created and established by Section 3.04. (r) "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. (s) "Sinking Fund" means the Sinking Fund created and established by Section 3.02. (t) "Trustee" means and includes not only the Trustee but also its successor or successors in trust. -4- serial 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. ARTICLE III. . Funds Sec. 3.01. There is hereby established and created a fund designated as the "South Bend Redevelopment Authority .; Parking Garage Facility Construction Fund." The Construction ., •a °. -11- i Fund shall consist of the following accounts: Construction Account and Bond Interest Account. The Trustee shall deposit in the Bond Interest Account the accrued interest paid by the purchaser and any unused discount and an amount from the Bond proceeds which, when added to the accrued interest and any unused discount shall equal the interest on the Bonds through August 1, 1989. The Trustee shall, without other or further authority than is hereby given, pay from the Bond Interest Account, or if the Bond Interest Account is not sufficient, then from the Construction Account, or if the Bond Interest Account and the Construction Account are not sufficient, then from the Operation and Reserve Fund created below, interest accruing on all obligations of the Authority until the filing of the Affidavit of Completion referred to below. The Trustee shall deposit all Bond proceeds not required to be deposited in another account into the Construction Account. The Trustee shall pay the cost of issuance of the Bonds from such account upon the presentation of an affidavit executed by any two officers of the Authority, stating the character of the expenditure, the amount thereof, and to whom due, together with a statement of the creditor as to the amount owing. The Trustee shall also pay obligations incurred for labor and to contractors, builders and materialmen, acquiring real estate, acquiring equipment for the building, the fees and expenses of architects, engineers, and construction managers and any costs of construction and any other incidental costs incurred in connection with the cost of construction and equipment of the building, including the audit referred to in Section 5.07(c). Such payments shall be made on presentation of a certificate of an architect or engineer of work completed and materials furnished, approved in writing by any two officers of the Authority, or in the case of any .items .not subject to certification by the architect or engineer, then upon the presentation cif an affidavit executed by any two 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. Upon the filing with the Trustee of such Affidavit of Completion, the Trustee shall: (a) Transfer.fram the Bond Interest Account of the Construction Fund to the Sinking Fund created by Section 3.02 an amount sufficient to pay principal and interest on the Bonds which the lease rental received pursuant to the Lease hereof will not be sufficient to pay when due; and (b) Transfer the balance, if any, in the Bond Interest Account to the Construction Account. Until the date which is one (1) year after the filing of said Affidavit of Completion, the Trustee shall hold in the Construction Account an amount equal to one hundred fifty percent (150$) of the amount of ariy disputed claims of contractors and -12- work to be repaired and transfer the unobligated balance of the Construction Account, if any, to the Sinking Fund referred to in Section 3.02 hereof. Any balance remaining in the Construction. Account after payment of all disputed claims, claims for repair work, and obligations authorized by Subsection (Third) of Section 5.12 shall be transferred to the Sinking Fund within ten (10) days after the last payment of such, obligations. The Trustee shall have no responsibility to see that the Construction Fund is properly applied, except as herein specifically provided. Sec. 3.02. There is hereby established and created a fund designated as the "South Bend Redevelopment Authority Parking Garage 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 forty-five (45) days after the date such rental payment becomes due; and (ii) Unpaid principal on the Bonds due on, before or within eight (8) 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 Section 3.03. The Trustee shall from time to time withdraw from such Sinking Fund, or if the Sinking Fund is not sufficient, then from the Construction Account of the Construction Fund, or if the Sinking Fund and the Construction Account of the Construction Fund are 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. 3.03. There is hereby established and created a fund designated as the "South Bend. Redevelopment Authority Parking Garage 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. 3.07, and if the amount in the Sinking Fund at any time is 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 -13- d 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., The Operation and Reserve Fund may also be used for purposes stated in Section 5.11. Sec. 3.04. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the "South Bend Redevelopment Authority Parking Garage Facility Rebate Fund.' Within the Rebate Fund, the Trustee shall maintain an Excess Account and an Earnings Account. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Letter of Instructions. Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to .the extent required to satisfy the Rebate Amount (as defined in the Letter of Instructions), for payment to the federal government of the United States of America, and neither the Authority nor the owner of any Bonds shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section, by Section 5.08 and by the Letter of Instructions. The Trustee shall be deemed conclusively to have complied with such. provisions if it .follows the directions of the Authority including supplying all necessary information in the manner provided in the Letter of Instructions, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Letter of Instructions. (b) Upon the Authority's written direction, an amount shall be deposited to the Rebate Fund by the Trustee from deposits by the Authority or from available investment earnings on amounts held in the~Sinking Fund, the Construction Fund and the .operation and Reserve Fund, if and to the extent required, so that the balance of the Excess Account after such deposit shall equal the Excess Account Requirement for the Bond Year (as such term is defined in the Letter of Instructions) calculated as of the most recent Calculation Date (as defined in the Letter of Instructions). Computations of the Rebate Amount shall be furnished by or on behalf of the Authority in accordance with the Letter of Instructions. (c) The Trustee shall have no obligation to rebate any amounts required to be, rebated pursuant to this Section, other than from moneys held in the funds and accounts created under this Agreement or from other moneys provided to it by the Authority. (d) The Trustee shall invest all amounts held in the Rebate Fund in securities of, or securities guaranteed by, the United States Government, subject to the restrictions set forth in the Letter of Instructions. The Trustee shall deposit all -14- earnings (calculated by taking into account net gains or losses on sales or exchanges and taking into account amortized discount o-r premium as a gain or loss, respectively) on investments held in the Excess Account into the Earnings Account. All earnings on investments in the Earnings Account shall be retained in the Earnings Account. Money shall not be transferred from the Earnings Account except as provided in paragraph (e) below.. (e) Upon receipt of the Authority's written directions, the Trustee shall remit part or all of the balances in the Excess Account and the Earnings Account to the United States, as so directed. In addition, if the Authority so directs, the Trustee will deposit moneys into or transfer moneys out of the Excess Account and the Earnings Account from or into such accounts or funds as directed by the Authority's written directions. Any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any Rebate Amount and all other amounts due hereunder, or provisions made therefor satisfactory to the Trustee shall be withdrawn and remitted to the Authority. (f) Notwithstanding-any other provision of this Agreement, including in particular Article VIII hereof, the obligation to remit the Rebate Amounts to the United States. and to comply with all other requirements of this Section, Section 5.08 and the Letter of Instructions shall survive the defeasance or payment in full of the Bonds. Sec. 3.05. The Trustee shall, at the direction of the Authority, and subjedt to Section 5.14, 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 deposited into the Construction Fund until receipt by the Trustee of an Affidavit of Completion as provided in Article III, and thereafter, shall be credited to the fund from which the investments were made; provided, however, that the treatment of investment earnings on any money at any time deposited in the Rebate Fund shall be governed exclusively by the provisions of Section 3.04. 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 and Rebate Fund shall mature prior to the time the funds invested will be needed for payment of principal of and interest on the Bonds and to make rebate payments to the .United States Government, respectively. Sec. 3.06. 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 (other than deposits to the Rebate Fund), 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. 3.07. At the request of the Authority, expressed by a resolution of the Board of Directors, or a copy thereof -15- certified by Trustee, the Reserve Fund of Bonds, or Trustee agre~ Authority. the Secretary-Treasurer and delivered to the Trustee may remove funds from the Operation and and the Sinking Fund to be used for the redemption for the purchase of Bonds if the Authority and e that purchase of Bonds would be advantageous to the Sec. 3.08. 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 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. -16- 1 ~ ~ ~ `> RESOLUTI-ON NO. 847 RESOLUTION OF T~iE SOU'~i~ BEND REDEVELOPMENT - COMMISSION ESTABLISHING CERTAIN FUNDS AND ACCOUNTS IN CONNECTION WITH THE LEASE DATED AS OF JUNE 1, 1988, BETWEEN THE SOUTH BEND REDEVELOPMENT COMMISSION AND THE SOUTH BEND REDEVELOPMENT AUTHORITY RELATING TO THE SAINT JOSEPH/WAYNE PARKING FACILITY, AND OTHER RELATED MATTERS h APPENDIX E 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 of $4,575,000 pursuant to I.C. 36-7-14.5-19 to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project,)" (the "Bonds"), the proceeds of which are to be used to finance the construction of a parking garage facility to be known as the "Saint Joseph/Wayne Parking Facility" (the "Facility"), and the acquisition of the site therefor, and to pay the costs of issuance of the Bonds; and WHEREAS, the Authority intends to lease the Facility to the Commission pursuant to a lease dated as of June 1, 1988 (the "Lease"), which Lease was heretofore approved by this Authority; and WHEREAS, it is necessary for the Commission to establish certain funds and accounts for the payment. of the rentals owed by the Commission pursuant to said Lease; NOW, THEREFORE, BE IT RESOLVED, by this South Bend o ment Commission as follows: Redevel p Section 1. The revenues of the Facility, together with the revenues of all extensions and improvements thereto and replacements thereof made subsequent to this Resolution, shall be set aside for the use of the Commission, and shall be used and applied by said Commission as provided in this Resolution. All of such revenues shall be segregated and kept in special accounts separate and apart from all other funds of the Commission and shall be used and applied in the operation, repair and maintenance of the Facility, and in payment of lease rentals which by their terms are payable from the revenues of the Facility. There are hereby created and established a Parking Facility Maintenance Account ("Maintenance Account") and a Parking Facility Net Revenue Account ("Net Revenue. Account") .(each of which accounts the Commission hereby covenants and agrees to cause to be kept and maintained so long as needed for the purposes set forth herein). All revenues of the Facility shall be set aside in the following accounts in-the following order of priority and to the extent indicated below: (1) .Maintenance Account; and (2) Net Revenue Account. (a) Maintenance Account. Revenues of the Facility shall first be set apart and paid into the Maintenance Account, and shall be used to pay the reasonable expense of operation, repair and maintenance oft the Facility; provided that no deposit shall be made into such account when the balance therein equals the estimated expense of ~~perating, repairing and maintaining the the next ~ollowin 6 calendar months. Facility during ~ 9 -2- ~r~ (b) Net Revenue Account. Revenues of the Facility shall next be set apart and paid into the Net Revenue Account. Section 2. There is hereby created and established a Redevelopment District Bond Fund to consist of a Parking Garage Principal and Interest Account and such other accounts as the Commission shall from time to time establish. All moneys set apart and held in the Net Revenue Account shall, on each August 1 during the Term of the Lease, be deposited in the.Parking Garage Principal and Interest Account (a "Required Deposit") and such Required Deposit shall be used to pay Lease rental payments in the 12-month period beginning on January 1 of the following calendar year; provided, however, that no deposit shall be made from the Net Revenue Account into the Parking Garage Principal and Interest Account on any August 1 if on such date the balance in the Parking Garage Principal and Interest Account is sufficient to pay all Lease rental payments payable in the 12-month period beginning on January 1 of the following calendar year. Any funds in the Net Revenue Account remaining immediately after such Required Deposit shall be deemed Excess Funds and be paid to the Commission for appropriation and use as permitted by law. The revenues of the Facility, other than Excess Funds, and the funds in the Parking Garage Principal and Interest Account, shall be irrevocably pledged for the purposes set forth in this Resolution. Section 3. The Commission shall levy in each calendar year beginning in 1988 a special tax upon all of the taxable property in the City of South Bend Redevelopment District in a total amount sufficient, together with any Required Deposit made -3- . . .~ on August 1 of such calendar year and all other funds in the Parking Garage Principal and Interest Account deposited into such account from any other sources during the 12 calendar months prior to August 1 of such calendar year, to pay all lease rental payments payable in the 12-month period beginning on January l of • the following calendar year. Such taxes shall be deposited in the Parking Garage Principal and Interest Account and shall be irrevocably pledged for the purposes set forth in this Resolution. // Adopted this ~ ~ day of ~•t ~ ~.. ~- , 1988 SOUTH BEND REDEVELOPMENT COMMISSION __ ~ ~-~_: 1 p ~. ~~t ~~ -4- i ; E A 1. DO Q CD ci O u tD w ~ ~ ~~ ~ a z d «- ~ a ro a c~ to ta- ), a (a APPENDIX F CASH FLOW ~ ~ ~ '" Q ..1 N f ~ e 01 a0 g ti N ~ M N W ~ 3 /n M ~ ~ ''~ N .M-. N tl'f ~ .hNn °a eN1 ~ ~ ao .N. .r a o1 ~ 1± ~ ~ r ~ M 11h N 0 N M 1 09 tD Q! • O1 m O O m O of e~f Kf N N N N N N N .Nw N N N N N N N N N N N N G Q .... A D d a N C ~ V- Z ~+ as M ^ A ~ r ""' e arc r ~ N .n.. M N 6G1 qq O] G. rGi N ~ N p 4. L O ~-" 4 Opc G t0 E ~~ eCi v d /ti ~ ~ ~ GC ato+ O ` .o d a ~ ~ ~ N r -p ~ C . -~ ~! U ~ O LL m ~ C ~; . L ~ {n N M ~--~ m 01 ..n .~ .r 1 t QQ N d M O Z .••. b A N ~ M 6 ~i ~ ~ M .~ r d ~D Y ~"` d ...+ 0 •+ .C. M Y a .-. d ~~ C s Q ~! 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In the event of failure to deliver these Bonds ccordance with the Notices of Intent to Sell as printed in the Official Statement and made a part ereof, we reserve the right to withdraw our offer, whereupon the deposit accompanying it will be immediately returned. All blank spaces of this offer are intentional and are not to be construed as an omission. Not as a part of our offer, the above quoted prices being controlling, but only as an aid for the verification of the offer, we have made the following computations: NET INTEREST COST: $ NET EFFECTIVE RATE: Account Members Account Manager B Y: THIS BID IS ACCOMPANIED BY ANON-COLLUSION AFFIDAVIT EXECUTED ON THE BACK OF THIS FORM. The foregoing offer is hereby accepted by the Issuer on the date of the offer by its following officers ly authorized and empowered to make such acceptance. Chris Davey, Secretary-Treasurer Received good faith check for return to bidder. By: ~~~ - ;~+ NON-COLLUSION AFFIDAVIT OF BIDDER The undersigned, says: That he/she is duly authorized to sign the within bid for an on behalf of the bidder named therein, that the within bid is made in good faith and is in all ways a bona fide bid; that neither the undersigned nor the within named bidder has entered into any combination, collusion or agreement with any other person, firm or corporation bidder relative to the interest rate or price to be bid on the bonds described in said bid, nor to prevent or induce anyone to refrain from bidding; that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person, firm or corporation bidder relative to such bidding.