HomeMy WebLinkAbout6.C.(8) Resolution No. 2525RESOLD"PION NO. 2S2S
RESOLD"LION OF THE SOUTH BEND REDEVELOP'~1ENT
COM~1ISSION APPROVING OF THE EXECU"PION OF AN ADDENDUM
TO THE SECOND ADDENDU!~~1 TO LEASE 6F,TWEEN THE SOUTH
BEND REDEVELOPMENT AUTHORITY AND THE SOUTH BEND
REDEVELOPMENT C0~1~11SSION FOR THE
CENTURY CEN"TER PROJECT AND ESTA6LISHING CER"FAIN FUNDS
AND ACCOUNTS RELATING TO "1'HE PAYMENT
OF THE RENTALS'THEREFOR
WHEREAS. the South Bcnd Redevelopment Authority (the "Authority") has been
created pursuant to Indiana Code ~6-7-14.5 as a separate body, corporate and politic. and as an
instrumentality of the City of South Bcnd, Indiana, to finance local public improvements for
Iease to the South Bcnd Redevelopment Commission (the "Conunission"): and
Wl{EREAS. the Authority intends to issue its lease rental revenue bonds in an
aggregate principal amount of dour :Million Six Hundred Fifty-tive Thousand and 00' 100 Dollars
(:1.(,55,000.00) pursuant to Indiana Codc ~6-7-14.5-19 and a Trust Agreement (the "Trust
A~~recment") bet~aecn the Authority and U.S. bank vational Association, as trustee (the
"~frustee"), the proceeds of ~~~hich arc to be used to finance (i) the i~illo~~~in« impr~~~cmcnts to the
Century Center: the addition oti skylight safety tilm. the replacement of boilers and chillers.
repairs on island Park, the replacement of the fire alarm and secw-ity systems. the renovation of
seven (7) reshooms. the renovation of C Hall, the rcplaccmcnt of the roofs. site lighting
additions, exterior masonry work. and additional enhancements to the building. growlds and
strectscape including, but not limited to. street Icy cl and river level interior and exta~ior si~~nage.
enhancement to the upper lc~~c1 offices, and enhancement to the front of building and vie~a~ing
park and related improvements. and (ii) the acquisition of an interest in certain improvements
previously financed with the issuance of the St. Joseph County, Indiana. Special Tax Bonds of
199?, which ~a~ac refunded with the issuance of the SL Joseph County, Indiana, Special Tax
Bonds of 199 (collectively, the "Project"): and
WHEREAS, the .Authority pre~~iously entered into a Second Addendum to the
Lease dated as of November 1. 199; bete°een the Authority and the Commission dated as of Junc
1. ?OOf~ (the "Second Addendum to Lease"). ~yhcrebv the Authority ~yill lease to the
Commission. as lessee (the "Lessee"), the Project and
WHEREAS. the St Joseph County Hotel-.'Motel Tax Board of Managers (the
'Board of Mangers") adopted a resolution on Junc -}_ ?00~, pledging a portion of the Hotel-Motel
Tax Revenues (the "Hotel Motel Tax Revenues") distributed to the Board of Managers annually
~suun~,i :a,:~,i i~ i
by the ('aunty Treasurer pursuant to Indiana Code 6-9-1-6 to the payment of the rentals due
under the Second Addendum to Lcasc: and
WHEREAS, the Commission desires to establish certain funds and accounts for
the payments of~ the rentals o~~~ed b_v the Commission pursuant to the Second Addendum to
Lcasc: and
WHEREAS, the Commission desires to appro~~c and execute an addendum tv the
Second Addendum to Lcasc (the "Addendum"). a copy of ~~~hich is hereby attached hereto as
Exhibit A. making certain amendments to the Second Addendum to Lcasc ~rhich amendments do
not cause either the maximum lease rental amount payable under the Second Addendum to Lease
or the maximum term of the Second Addendum to Lease to be exceeded:
'y~OW. THEREFORE. BE IT RESOLVED by the South Bcnd Rcdc~~clopment
Commission. as follo~~~s:
I. There is ha~cbv created and established a Ccnturv Center ?OOS Lease
Principal and Interest Account (the "Lease Account") of the Rede~~elopment Disll~ict Bond Fund
previously created by the Commission into ~~~hich the Commission shall cause to be deposited
the Hotcl~!Vlotel Tax Reaenucs received h_y the Commission fiom the Board of Mana~aers. Such
revenues shall be used by the Commission solely for the payment of rentals payable by the
Conunission under the Second Addendum to Lcasc.
2. The Commission hereby approves the Addendum set forth in Exhibit A
attached hereto.
3. All rcmainin~ terms. covenants and conditions as set forth in the Second
Addendum to Lcasc shall remain in full three and effect.
~. The President or Vice-President and Secretary of the Commission are
hcrebv authorized and directed to execute and attest, respectively, the Addendum in substantialh~
the form presented at this meetin~~ ~~~ith such changes in form or substance as the President or
Sccrctarv of this Commission shall approve.. such appro~°al to be conclusively evidenced by the
cxeaition thcrcol~.
>. This resolution shall be in full lorce and effect after its adoption by the
Commission.
BDDL3n~ ~-}~:r,~~~l -? -
ADOP"I'ED AND APPROVED at a meeting of the South Bend Rcde~~clopment
Commission hc~d on 1~ovcmbcr . ?008.
SOU"I H BG\D REDEVGI,OPMENT CO'VIMISSION
Bv:
ATTEST:
Nancv v. Kin~~_ Sccretnrv
Marcia 1. Jones, President
FxniBrr
(Lease Addendum)
l4UUI3t~l ~-{~:bll~l
ADDGNDUII TO LEASE 13ET~~%EEN
THE SOUTH 6END KEllE~'ELOP~1GNT ACTHORITY, AS LESSOR,
AND THE SOUTH BEND REDGVGLOP~7GN"I' C0~1~11SSION, AS LESSEE
(CENTURY CENTER PROJECT)
THIS ADDEI~DU'Vl. made and entered into as of this l2'~' day of Novunba~.
2008, by and het~~ecn the South Bcnd Redevelopment Authority. a body corporate and politic
organized and existing under Indiana Code ~6-7-14.5 (hereinafter with its successors and assigns
referred to as the °Authority"), and the South E3cnd Redevelopment Commission, the governing
body of the City of South Bend Department of Redevelopment and the Redevelopment District
of the City of South Bcnd. Indiana (hereinafter called dle "Lessee")
ly'I I~NESSEI~H:
In consideration of the mutual covenants herein contained, it is agreed that the
Second Addendum to the Lcasc dated as of November 1. 199 ~ previously entered into bct~~°ccn
said parties as of.~llnC 1. 200h (the "Second Addendum to Lcasc"). shall be amended as tbllows:
1. The ftollo~~~ina definitions in Section I of the Second Addendum to Lcasc
arc amended to read us follows:
"2008 Lcasc Resolution" means Resolution No. of~thc
Lessee passed on November 200K, establishing funds fix the
payment of lease rentals.
,2008 Trust A~areement" means the Trust .Agreement dated
as of November 1. 2008, between the Authority and the Trustee.
sccurin~~ the bonds.
?. Section =} of the Second Addendum to I.case is amended to read us
follows:
Section ~. Rental Pa~~ment Dates and Amounts. The first
semiannual metal installment in the amount of One Hundred Ninety-eight Fivc
} lundred Thousand and 00 100 Dollars (S 198.500.00) shall be due on the day that
the 2008 Project is complete and ready for use or October 15. 2009, ~~~hichever is
later. If completion is later then October 15. 2009, the first installment shall be in
an amount which provides tier rental at the rate of S 198.500.UU for the semiannual
period i^ which the Project is complete and ready for use, prorated from the date
t3DDI3~~l j~;;o-1x1
of aaluisitio^ until the first April 15 or October I.5 tullo~~~in~~ such date ~~f
completion. Thereattcr such rentals shall be payable in advance in semiannual
instalhl~ents on April I S and October I ~ of each vcar in the amounts set forth at
Schedule [attached hereto and incorporated herein.
The last semiannual rental payment due bcffxc the expiration of
this Second Addcndwn to Lease shall be adjusted to provide for rental at the
amount specified aboec t2n the applicable semiannual period prorated from the
date such installment is due to the date of the expiration of this Second Addendum
to Lcasc (~~aithout takin~~ into account any subsequent early termination of this
Second Addcndwn to Lease pursuant to Section ? hcreot).
The Lessee ~~ill not take any action or flail to take anv action that
would result in the loss of the exclusion from ~~ross income fbr federal tax
purposes of interest on the ?008 Bonds pursuant to Section I (O(a) of the Internal
Revenue Codc of 1986. as amended (the "Code"), as in effect on the date of
delivery of the ?008 Bonds, nor ~~-ill the Lessee act in any manner which would
ad~~erscly affect such exclusion. The Lessee further covcxiants that it will not
make any investment or do any other act or thine during the period that anv Bond
is outstanding hereunder which would cause anv_ Bond to be an "arbitrage bond"
within the meaning of Section 148 of the Codc and the regulations thereunder as
in effect on the date of delivcrv of the ?OOK Bonds. All officers, members..
employees and agents of the Lessee arc authorized and directed to provide
certifications of facts and estimates that arc material to the reasonable
expectations of the Lessee as of the date the ?008 Bonds arc issued and to enter
into covenw~ts on behalf of the Lessee evidencing, the Lessee's commitments
made herein.
~. The Second Addendum to Lcasc is further amended to provide that the
schedule attached hereto as Schedule I shall similarly be attached to the Second Addendum to
Lease as Schedule I.
d. The parties hereto acknowledge that all remaining terms, covenants and
conditions as set f<~rth in the Second Addendum to Lcasc shalt remain in full t~~rec and effect.
rsr~~~sui s~;;~,~,<, i - ? -
IN ~w'fCNESS WHEREOF, the parties hereto ha~~e caused this Addendum to the
Second Addendum to Lease to be executed for and on their bchall on the day and year first
hcrcinabo~~c ~~~rittcn.
B v:
ATTEST:
Raphael Thomas. Secretar~~-Treasurer
B v:
A"I'"TEST:
Nancy N. hind. Secretary
SOUTI~ [SEND REDEVELOPMENT
Al;~fIIORITY
.lose AID°arez. President
SOUTH BOND REDEVELOPMENT
COMMISSION
Marcia I. Jones. President
(Si~rnuture /ute !o <[clclrndunr to Lc~ctsc~)
iinui3ui >~~3o tai i
STATE OF II~'DIANA )
SS:
COIFA~TY OI~ S~l~. JOSLPI I )
Betin-e me, the undersigned. a Notary Public in and for said Stag. personally
appeared Jose Al~<ucz and Raphael Thomas. personally kno~~~n by me to be the President and
Sccrctaiy-Treasurer, respectively, of the South Bend Redevelopment authority, and
ackno~aled~~ed the execution of~ the lore~~oin~ Addendum to Lease t~>r and on behalf of said
Authorih~.
W ITNL-SS my hand and '~~otarial Seal this day of November. ?U08.
(Written Signatw~e)
(SLAI.)
(Printed Si~~natrn~e)
My commission expires:
Resident of
County. Indiana.
(,1'oluri~ /ni;e [u ~Icldc°rt~ltun to Lease)
titxx3~~i s+soe~s~i
STATE OF INDIANA )
SS:
CO~~NTY OF ST. JOSEPH )
Bet~nc me. the undersigned. a Notary Public in and for said State, personally
a~~pcared Marcia I. Jones and Nancy N. King, personally kno~~m b_y me to be the President and
Secretary. respecti~°dy, of the South Bend Redd°elopmait Commission.. and ackno~~~ledged the
execution of the fr~rc~oin~~ Addendum to Lease fi~~r and on behalf of said Commission.
WITNESS my hand and Notarial Seal this _ day of Norembcr. ?008.
(Written Signature)
(SEA[,)
(Printed Signature)
My commission expires:
Resident of Count~~. Indiana.
afilrm, under the penalties for pc~jwy. that I ha~~e taken reasonable care u~ redact each S~,cial Secw~it~~
number in this document. unless required by la~~~: Randolph 2. Rompola.
1 his instrument prepared by Randolph R. R<nnpola, Baker ~k Daniels LI.P. ?0? S. Michi~~an StrecL Suile
1=100. South Bend. Inditma -~66OI.
(;tiuiuri~ /~uc° [o.[dclrndum to Lc~~r.~~c~)
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