HomeMy WebLinkAbout2008-11-05 Resolution 172RESOLUTION NO. 172
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
AUTHORITY APPROVING THE SALE OF THE SOUTH BEND
REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS
OF 2008 (CENTURY CENTER PROJECT), AMENDING RESOLUTION
NO.168, APPROVING THE EXECUTION OF AN ADDENDUM TO THE
SECOND ADDENDUM TO THE LEASE BETWEEN THE SOUTH BEND
REDEVELOPMENT AUTHORITY AND THE SOUTH BEND
REDEVELOPMENT COMMISSION FOR THE CENTURY CENTER
PROJECT AND OTHER RELATED MATTERS
WHEREAS, the South Bend Redevelopment Authority (the "Authority") has been
created pursuant to Indiana Code 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 adopted Resolution No. 168 on May 21, 2008 (the
"Bond Resolution"), authorizing the issuance and sale of its Lease Rental Revenue Bonds of
• 2008 (Century Center Project) (the "Bonds") in an aggregate principal amount not to exceed
$11,690,000; and
WHEREAS, the Bonds have been sold to J.J.B. Hilliard, W.L. Lyons, Inc. (the
"Purchaser") in an aggregate principal amount of $4,655,000, and the Authority now desires to
ratify the sale of the Bonds; and
WHEREAS, the Authority desires to amend the Bond Resolution to modify the
redemption terms of the Bonds to reflect more favorable redemption terms achieved in
conjunction with the sale of the Bonds; and
WHEREAS, the Authority previously entered into a Second Addendum to the
Lease dated as of November 1, 1993 between the Authority and the Commission dated as of June
1, 2008 (the "Second Addendum to Lease"), whereby the Authority will lease to the
Commission, as lessee (the "Lessee"), the following improvements to the Century Center: the
addition of skylight safety film, the replacement of boilers and chillers, repairs on Island Park,
the replacement of the fire alarm and security systems, the renovation of seven (7) restrooms, the
renovation of C Hall, the replacement of the roofs, site lighting additions, exterior masonry work,
and additional enhancements to the building, grounds and streetscape including, but not limited
to, street level and river level interior and exterior signage, enhancement to the upper level
offices, and enhancement to the front of building and viewing park and related improvements,
and the acquisition of an interest in certain improvements previously financed with the issuance
of the St. Joseph County, Indiana Special Tax Bonds of 1992 (the "Existing County
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Improvements", which were previously refunded with- the issuance of the St. Joseph County,
Indiana Special Tax Bonds of 1998 (the "1998 Bonds"); and;
WHEREAS, the Authority desires to .approve and execute an addendum to the
Second Addendum to Lease (the "Addendum"), a copy of which is attached hereto as Exhibit B,
making certain amendments to the Lease which amendments do not cause either the maximum
lease rental amount payable under the Lease or the maximum term of the Lease to be exceeded;
and
WHEREAS, the County Council of St. Joseph County (the "County") has
previously adopted a resolution determining to transfer the Existing County Improvements to the
Authority pursuant to Indiana Code 36-1-11-8 in conjunction with the issuance of the Bonds by
the .Authority;
NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment
Authority, as follows:
1. The Authority hereby approves the sale of the Bonds to the Underwriter in
an aggregate principal amount and maturing on May 1 and November 1 in the years and in the
principal amounts and bearing interest at the rates as set forth on Exhibit A.
2. The Authority hereby amends Section 3 of the Bond Resolution as
follows:
Section 3. The Bonds maturing on or after May 1,
2016, shall be redeemable prior to maturity at the option of the
Authority, in whole or in part in whole multiples of Five Thousand
Dollars ($5,000), in amounts and maturities to be determined by
the Authority and by lot within maturities, on any date not earlier
than November 1, 2015, from any moneys made available for that
purpose, at a redemption price equal to one hundred percent
(100%) of the principal amount of each Bond to be redeemed, and
without premium, plus accrued interest to the redemption date.
3. The Addendum, attached hereto as Exhibit B, is hereby approved and the
President or Vice President and Secretary-Treasurer of the Authority are hereby authorized to
execute and attest, respectively, said Addendum in substantially the form presented at this
meeting with such changes in form or substance as the President or Secretary of this Authority
shall approve, such approval to be conclusively evidenced by the execution thereof.
4. All remaining terms, covenants and conditions set forth in the Lease and
the Bond Resolution shall remain in full force and effect.
5. The Authority hereby determines to accept from the County the Existing
County Improvements in accordance with Indiana Code 36-1-11-8 in exchange for the Authority
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paying to the County an amount sufficient pay the outstanding principal of the 1998 Bonds and
the interest thereon to the date of redemption of such 1998 Bonds.
6. This resolution shall be in full force and effect after its adoption by the
Authority.
ADOPTED AND APPROVED at a meeting of the South Bend Redevelopment
Authority held on November 5, 2008.
SOUTH BEND REDEVELOPMENT AUTHORITY
~`~ Z
By:
Jo varez, President
ATTEST:
Raphae T omas, Secretary
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EXHIBIT A
Bond Maturity Schedule
Aggregate Principal Amount: $4,655,000
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF 2008
(Century Center Project)
Maturi Principal Interest Rate
May 1, 2010. $ 155,000 4.000%
May 1, 2011 165,000 4.000%
May 1, 2012 170,000 4.000%
May 1, 2013 175,000 4.250%
May 1, 2014 185,000 4.500%
May 1, 2015 195,000 4.625%
May 1, 2016 200,000 4.750%
May 1, 2017 210,000 4.875%
May 1, 2018 220,000 5.000%
May 1, 2019 235,000 5.125%
May 1, 2020 245,000 5.250%
May 1, 2021 260,000 5.375%
May 1,2025 1,175,000 5.500%
May 1, 2028 1,065,000 5.625%
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EXHIBIT B
(Lease Addendum)
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• •
ADDENDUM TO LEASE BETWEEN
THE SOUTH BEND REDEVELOPMENT AUTHORITY, AS LESSOR,
AND THE SOUTH BEND REDEVELOPMENT COMMISSION, AS LESSEE
(CENTURY CENTER PROJECT)
THIS ADDENDUM, made and entered into as of this 12th day of November,
2008, by and between the South Bend Redevelopment Authority, a body corporate and politic
organized and existing under Indiana Code 36-7-14.5 (hereinafter with its successors and assigns
referred to as the "Authority"), and the South Bend Redevelopment Commission, the governing
body of the City of South Bend Department of Redevelopment and the Redevelopment District
of the City of South Bend, Indiana. (hereinafter called the "Lessee"),
WITNESSETH:
In consideration of the mutual covenants herein contained, it is agreed that the
Second Addendum to the Lease dated as of November 1, 1993 previously entered into between
said parties as of June 1, 2008 (the "Second Addendum to Lease"), shall be amended as follows:
1. The following definitions in Section 1 of the Second Addendum to Lease
are amended to read as follows:
"2008 Lease Resolution" means Resolution No. 2525 of the
Lessee passed on November 7, 2008, establishing funds for the
payment of lease rentals.
"2008 Trust Agreement" means the Trust Agreement dated
as of November 1, 2008, between the Authority and the Trustee,
securing the bonds.
2. Section 4 of the Second Addendum to Lease is amended to read as
follows:
Section 4. Rental Payment Dates and Amounts. The first
semiannual rental installment in the amount of One Hundred Ninety-eight .Five
Hundred Thousand and 00/100 Dollars ($198,500.00) shall be due on the day that
the 2008 Project is complete and ready for use or October 15, 2009, whichever is
later. If completion is later than October 15, 2009, the first installment shall be in
an amount which provides .for rental at the rate of $198,500.00 for the semiannual
period in which the Project is complete and ready for use, prorated from the date
BDDBOI 5453648v1
• •
of acquisition until the first April 15 or October 15 following such date of
completion. Thereafter such rentals shall be payable in advance in semiannual
installments on April 15 and October 15 of each year in the amounts set forth at
Schedule I attached hereto and incorporated herein.
The last semiannual rental payment due before the expiration of
this Second Addendum to Lease shall be adjusted to provide for rental at the
amount specified above for the applicable semiannual period prorated from the
date such installment is due to the date of the expiration of this Second Addendum
to Lease (without taking into account any subsequent early termination of this
Second Addendum to Lease pursuant to Section 2 hereof).
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 2008 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 2008 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 2008 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 2008 Bonds are issued and to enter
into covenants on behalf of the Lessee evidencing the Lessee's commitments
made herein.
3. The Second Addendum to Lease 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 L
4. The parties hereto acknowledge that all remaining terms, covenants and
conditions as set forth in the Second Addendum to Lease shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum to the
Second Addendum to Lease to be executed for and on their behalf on the day and year first
hereinabove written.
SOUTH BEND REDEVELOPMENT
AUTHORITY
By:
Jose A varez, President
ATTEST:
Raphael '~h~mas, Secretary-Treasurer
SOUTH BEND REDEVELOPMENT
COMMISSION
1
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Y
Marcia I. Jones, Preside
ATTEST:
7
Nancy .King, cretary
(Signature page to Addendum to Lease)
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STATE OF INDIANA )
SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said State, personally
appeared Jose Alvarez and Raphael Thomas, personally known by me to be the President and
Secretary-Treasurer, respectively, of the South Bend Redevelopment Authority, and
acknowledged the execution of the foregoing Addendum to Lease for and on behalf of said
Authority.
WITNESS my hand and Notarial Seal this 5th day of November, 2008.
(SEAL)
My commission expires: 2-1-2016_
Resident of St. Joseph County, Indiana.
(Writt 'gnature)
Jennifer H. Hullinger
(Printed Signature)
(Notary page to Addendum to Lease)
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STATE OF INDIANA )
SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said State, personally
appeared Marcia I. Jones and Nancy N. King, personally known by me to be the President and
Secretary, respectively, of the South Bend Redevelopment Commission, and acknowledged the
execution of the foregoing Addendum to Lease for and on behalf of said Commission.
WITNESS my hand and Notarial Seal this 7th day of November, 2008.
_ ~
(Writt n Signature)
(.SEAL)
Cheryl K Phipps
(Printed Signature)
My commission expires:
Resident of
County, Indiana.
€~Cheryl K. Phipps
S State of Indiana Notary Public
~ Resident of St. Joseph County
My Commission Expires 1/7/2015
I affirm, under the penalties for perjury, that I have taken reasonable care to -redact each Social Security
number in this document, unless required by law: Randolph R. Rompola.
This instrument prepared by Randolph R. Rompola, Baker & Daniels LLP, 202 S. Michigan Street, Suite
1400, South Bend, Indiana 46601.
(Notary page to Addendum to Lease)
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