Loading...
HomeMy WebLinkAboutNo. 2440 approving Execution of an Addendum to Lease with the South Bend Redevelopment Authority for the Morris Performing Arts Center project• RESOLUTION NO. 2440 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING THE EXECUTION OF AN ADDENDUM TO THE LEASE BETWEEN THE SOUTH BEND REDEVELOPMENT COMMISSION AND THE SOUTH BEND REDEVELOPMENT AUTHORITY FOR THE MORRIS PERFORMING ARTS CENTER PROJECT WHEREAS, the South Bend Redevelopment Authority (the "Authority") has been created pursuant to IC 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 has authorized the issuance of its lease rental revenue refunding bonds in an aggregate principal amount not to exceed Eight Million and 00/100 Dollars ($8,000,000.00) pursuant to IC 36-7-14.5-19 and IC 5-1-5 et seq•, to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Refunding Bonds of 2008 (Morris Performing Arts Center Project)" (the "Bonds"), the proceeds of which are to be used to: (i) • currently refund the South Bend Redevelopment Authority Lease Rental Revenue Bonds of 1998 (Morris Performing Arts Center Project); and (ii) pay the costs of issuance of the Bonds; and WHEREAS, the Authority previously entered into a lease between the Authority and the Commission dated as of May 1, 1997, which Lease was amended by an Addendum to Lease entered into between the Authority and the Commission and dated as of January 15, 1998, as further amended by an Addendum to Lease entered into between the Authority and the Commission and dated as of March 1, 1998, as amended (collectively, the "Lease"), which Lease was heretofore approved by this Commission, and pursuant to which the Authority leases to the Commission the local public improvement known as the Morris Performing Arts Center which includes the Morris Civic Center and certain portions of the Palais Royale facility in South Bend, Indiana (the "Project"); and WHEREAS, the Commission desires to approve and execute an addendum to the Lease (the "Addendum"), a copy of which is attached hereto as Exhibit A and incorporated herein, to reflect lower annual lease rental payments under the Lease for the Project. NOW, THEREFORE, BE IT RESOLVED, by the South Bend Redevelopment Commission as follows: Section 1. The Addendum, attached hereto as Exhibit A, is hereby approved and the President or Vice President and Secretary of the Commission are hereby authorized to • execute and attest, respectively, said Addendum in substantially the form presented at this I3DD1301 ~ 128358v I 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. Section 2. This Resolution shall be in full force and effect after its adoption by the Commission. ADOPTED at a meeting of the South Bend Redevelopment Commission held on February_~, 2008, in Room 1308, County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. ATTEST: `-`~ • Karl G:tCingy Vice President • SOUTH BEND REDEVELOPMENT COMMISSION j, '~. ; ~;~ 1, Marcia I Jones, President BDDBOI 51283~8v1 - 2 ' • • C7 13DDB01 ~128358v1 EXHIBIT A ADDENDUM TO LEASE ADDENDUM TO LEASE BETWEEN THE SOUTH BEND REDEVELOPMENT AUTHORITY, AS LESSOR, AND THE SOUTH BEND REDEVELOPMENT COMMISSION, AS LESSEE (PALAIS ROYALE/MORRIS CIVIC CENTER PROJECT) THIS ADDENDUM, made and entered into as of this 4`h 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 (hereinafteC with its successors and assigns referred to as the "Authority"), and the South Bend Redevelopment Commission, the governing body of the South Bend Department of Redevelopment and the Redevelopment District of South Bend, Indiana (hereinafter called the "Lessee"), WITNESSETH: In consideration of the mutual covenants herein contained, it is agreed that the Amended and Restated Lease (Palais Royale/Morris Civic Center Project) previously entered into between said parties and dated as of May 1, 1997, as amended pursuant to an Addendum to Lease dated as of January 15, 1998, as further amended pursuant to an Addendum to Lease dated as of March 1, 1998, as further amended pursuant to an Addendum to Lease dated as of January 24, 2000, all of which were recorded in the Office of the St. Joseph County Recorder as Documents 9809856, 9809857, 9809858 and 0005821, respectively (all collectively referred to herein as the "Lease"), shall be further amended as follows: 1. The following definitions in Section 1 of the Lease are amended as follows: "Additional Trust Agreement" means the Trust Agreement dated as of March 1, 2008, between the Authority and the Trustee. "Lease Resolution" means Resolution No. 2431 of the Commission passed on January 18, 2008, continuing certain funds and accounts for the payment of lease rentals for the Project, as defined herein. _ .~ BDDB01 5130759v I "Trustee" means Wells Fargo Bank, N.A., 111 East Wayne Street, Fort Wayne, IN 46801-6642, as trustee pursuant to the Trust Agreement, and any successor trustee. , 2. The first and second paragraphs of Section 4(b) of the Lease are amended to read as follows: • (b) The next semi-annual rental installment for the Additional/Combined Project in the amount of and 00/100 Dollars ($ .00), or such lesser amount as a result of the Lessee receiving a credit as expressly permitted pursuant to the applicable section of the Additional Trust Agreement as a result of funds on deposit in the. Excess Funds Account of the Operation and Reserve Fund which, when added to the funds on deposit in the Reserve Fund, are in excess of the Three Payment Amount, shall be due on July 28, 2008. Thereafter, such rentals shall be payable in advance in semi-annual installments on January 28 and July 28 of each year as provided for in the lease payment schedule attached hereto as Exhibit D(2) (or such lesser amount as a result of the Lessee receiving a credit as expressly permitted pursuant to the applicable section of the Additional Trust Agreement as a result of funds on deposit in the Excess Funds Account of the Operation and Reserve Fund which are, when added to the funds on deposit in the Reserve Fund, in excess of the Three Payment Amount). The last semi-annual rental payment due before the expiration of this Lease shall be adjusted to provide for rental at the amount specified above for the applicable semi-annual period prorated from the date such installment is due to the date of the expiration of this Lease (without taking into account any subsequent earlier termination of this Lease pursuant to Section 2 hereof). For purposes of this Lease, rental payments shall be allocable among the Original.. Project, the Additional Project, and the Combined Project as follows: (i) eighty percent (80%) of the amount required to be paid under Section 4(b) hereof shall be allocable to the Additional Project, as reflected on Exhibit D(2); and (ii) the remaining amounts required to be paid under Section 4(b) shall be allocable to the Combined Project as reflected.. in Exhibits D(2). 3. Exhibit D(2) of the Lease is amended to read as follows: EXHIBIT D(2) Payment Date BDDBOI 51307>9v i LEASE PAYMENT SCHEDULE FOR ADDITIONAL/COMBINED PROJECT Total Amount of Lease Amount of-Lease Lease Payment Payment Allocable Payment Allocable -2- AdditionaUCombined to Additional to Combined Project Project (80%) Project (80%) 4. The parties hereto acknowledge that all remaining terms, covenants and conditions as set forth in the Lease. 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: SOUTH BEND REDEVELOPMENT AUTHORITY By: ATTEST: President Secretary-Treasurer SOUTH BEND REDEVELOPMENT COMMISSION By: President • ATTEST: Secretary BDDBOI 5130759v1 -3- 1 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 (SEAL) My commission expires: I am a resident of • BDDBOI 5130759v I County, Indiana. -4- day of , 2008. (Written Signature) (Printed Signature) 9