HomeMy WebLinkAboutNo. 2443 approving execution of an Addendum to Lease with the South Bend Redevelopment Authority for the Eddy Street Commons projectL
RESOLUTION NO. -~ ~ `~ 7
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
COMMISSION APPROVING OF THE EXECUTION OF AN ADDENDUM
TO THE LEASE BETWEEN THE SOUTH BEND REDEVELOPMENT
AUTHORITY AND THE SOUTH BEND REDEVELOPMENT
COMMISSION FOR THE EDDY STREET COMMONS PROJECT
WHEREAS, the South Bend Redevelopment Authority (the "Authority")
previously entered into a Lease between the Authority and the South Bend Redevelopment
Commission (the "Commission") dated as of October 15, 2007 (the "Lease"), whereby the
Authority will lease certain land and improvements located thereon to the Commission,
including with limitation: a parking garage structure; the reconstruction and/or the extension of
Eddy, Burns, Georgiana, Duey, and Napoleon Streets; the upgrading and replacement of water
mains, sanitary and storm sewers and site preparation; the extension and upgrading of electrical,
telephone and high speed Internet services; other related services including, without limitation,
engineering and geotechnical testing; and related improvements in an area known as the Eddy
• Street Commons development in the City; and
WHEREAS, the Commission desires to approve and execute an addendum to the
Lease (the "Addendum"), a copy of which is hereby attached hereto as Exhibit A, 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;
NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment
Commission, as follows:
The Commission hereby approves the Addendum set forth in Exhibit A
attached hereto.
2. All remaining terms, covenants and conditions as set forth in the Lease
shall remain in full force and effect.
3. The President or Vice-President and Secretary of the Commission are
hereby authorized and directed to execute and attest, respectively, the Addendum in substantially
the form presented at this meeting with such changes in form or substance as the President or
Secretary of this Commission shall approve, such approval to be conclusively evidenced by the
execution thereof.
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4. This resolution shall be in full force and effect after its adoption by the
Commission.
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• ADOPTED AND APPROVED at a meeting of the South Bend Redevelopment
Commission held on March 14, 2008.
SOUTH BEND REDEVELOPMENT COMMISSION
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Marcia I. Jones, Pre~~ ent
ATTEST:
Gr n , S cretary
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EXHIBIT A
(Lease Addendum)
ADDENDUM TO LEASE BETWEEN
THE SOUTH BEND REDEVELOPMENT AUTHORITY, AS LESSOR,
AND THE SOUTH BEND REDEVELOPMENT COMMISSION, AS LESSEE
(EDDY STREET COMMONS PROJECT)
THIS ADDENDUM, made and entered into as of this 17t" day of March, 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
lease previously entered into between said parties as of October 15, 2007 (the "Lease"), shall be
• amended as follows:
L The following definitions in Section 1 of the Lease are amended to read as
follows:
"Lease Resolution" means Resolution No. 2434 of the
Lessee passed on February 6, 2008, establishing funds for the
payment of lease rentals.
"Trust Agreement" means the Trust Agreement dated as of
March 1, 2008, between the Authority and the Trustee, securing
the bonds.
2. Section 4 of the Lease is amended to read as follows:
Section 4. Rental Payment Dates and Amounts. The first
semiannual rental installment in the amount of One Million One Hundred Thirty-
eight Thousand Five Hundred and 00/100 Dollars ($1,138,500.00) shall be due on
the day that the Project is complete and ready for use or February 1, 2011,
whichever is later. If completion is later than February 1, 2011, the first
installment shall be in an amount which provides for rental at the rate of
$1,138,500.00 for the semiannual period in which the Project is complete and
ready for use, prorated from the date of acquisition until the first February 1 and
August 1 following such date of completion. Thereafter such rentals shall be
BDDQOI 5153675v 1
payable in advance in semiannual installments on February 1 and August 1 of
each year in the amounts set forth at Schedule I attached hereto and incorporated
herein. The semiannual installments may be reduced by the Lessee to the extent
that the amount on deposit with the Trustee in the Excess Funds Account of the
Operation and Reserve Fund of the Trust Agreement, when added to the amount
on deposit in the Debt Service Reserve Fund of the Trust Agreement, is in excess
of the amount necessary as of each August 1 to pay all lease rental payments
payable in the 12-month period beginning on July 1 of the following calendar
year. Such excess amount shall be deposited in the Sinking Fund of the Trust
Agreement by the Trustee and the Lessee may reduce its next following
semiannual lease rental installment by such excess amount.
The last semiannual rental payment due before the expiration of
this 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 Lease (without taking into account any
subsequent early termination of this 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 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 Lessee's commitments made herein.
3. The Lease is further amended to provide that the schedule attached hereto
as Schedule I shall similarly be attached to the Lease as Schedule I.
4. The parties hereto acknowledge that all remaining terms, covenants and
conditions as set forth in the Lease shall remain in full force and effect.
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[3DD[301 51 ~3675v 1 - 2
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to
Lease to be executed for and on their behalf on the day and year first hereinabove written.
By:
ATTEST:
SOUTH BEND REDEVELOPMENT
AUTHORITY
Jose Alvarez, President
Raphael Thomas, Secretary-Treasurer
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By:
SOUTH BEND REDEVELOPMENT
COMMISSION
Marcia L Jones, President
ATTEST:
Gregory S. Downes, Secretary
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(Signature page to Addendum to Lease)
[3DDB01 51 ~3675v l
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 day of March, 2008.
(Written Signature)
(SEAL)
(Printed Signature)
My commission expires:
Resident of
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County, Indiana.
(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 Gregory S. Downes, 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 day of March, 2008.
(Written Signature)
(SEAL)
(Printed Signature)
My commission expires:
Resident of
County, Indiana.
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 Kandolph 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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Schedule I
See Attached
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SOUTH BEND REDEVELOPMENT AUTHORITY
South Bend, Indiana
Lease Rental Revenue Bonds of 2008
(Eddy Street Commons Project)
Lease Rental Payment Schedule
Annual Semi -Annual
Date Lease Rental Lease Rental
2/1/11 $ 1,138,500 $ 1,138,500
8/ 1 / 11 1,245,500
2/1/12 2,491,000 1,245,500
8/ 1 / 12 1,371,000
2/ 1/ 13 2,742,000 1,371,000
8/ 1 / 13 1,464,500
2/ 1 / 14 2,929,000 1,464,500
8/ 1 / 14 1,464,000
2/1/15 2,928,000 1,464,000
8/ 1/ 15 1,467,500
2/1/16 2,935,000 1,467,500
8/ 1 / 16 1,465,500
2/1/17 2,931,000 1,465,500
8/ 1 / 17 1,465,000
2/ 1 / 18 2,930,000 1,465,000
8/ 1 / 18 1,465,000
2/1/19 2,930,000 1,465,000
8/ 1 / 19 1,467,000
2/ 1/ 20 2,934,000 1,467,000
8/ 1 / 20 1,466,500
2/ 1/ 21 2,933,000 1,466,500
8/ 1 / 21 1,464,500
2/1/22 2,929,000 1,464,500
8/ 1 / 22 1,465,500
2/ 1/ 23 2,931,000 1,465,500
8/ 1 / 23 1,467,000
2/ 1/ 24 2,934,000 1,467,000
g/ 1 / 24 1,467,500
2/ 1/ 25 2,935,000 1,467,500
8/ 1 / 25 1,465,500
2/ 1/ 26 2,931,000 1,465,500
8/ 1 / 26 1,466,500
2/ 1 / 27 x,933,000 1,466,500
g/ 1 / 27 1,465,000
2/ 1 / 28 2,930,000 1,465,000
g/ 1 / 28 1,465,000
2/1/29 2,930,000 1,465,000
8/ 1 / 29 1,465,000
2/1/30 2,930,000 1,465,000
8/ 1 / 30 1,466,500
2/ 1 / 31 2,933,000 1,466,500
8/ 1/ 31 1,465,500
2/1/32 2,931,000 1,465,500
g/ 1 / 32 1,465,000
2/ 1 / 33 2,930,000 1,465,000
Total $ 64,998,500 $ 64,998,500
Prepared by Crowe Chizek and Company LLC Final