HomeMy WebLinkAboutOrdinance 38-1994, .� + T� �. •
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ORDIHAHCE H0. 38-94
AN ORDIHANCE OF THE CITY COMMISSION OF THE CITY OF' BROOKINGS,
SOUTH DAKOTA tTHE "ISSUER" ) AUTHORIZIHG THE ISSUANCE, SALE AND
DELIVERY OF THE ISSUER'S INDUSTRIAL DEVELOPMEHT REVENUE BONDS (LOMAR
DEVELOPMENT COMPANY PROJECT) (TWIN CITY FAN & BLOWER CO. , LESSEE)
SERIES 1994 (THE "BONDS* ), WHICH BOHDS AND THE IHTEREST AND ANY
PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM REVENUES PL.EDGED THERETO;
APPROVIHG THE FORM OF' AHD AUTHORIZIHG THE EXECUTION AND DELIVERY OF
THE BONDS; AHD PROVIDING FOR THE SECURITY, RIGHTS AHD REMEDIES OF THE
OWHERS OF SAID BONDS
WHEREAS, the City of Brookings, South Dakota (the "Issuer" ) ie a
municipal corporation and political subdivision duly organized and
exiating under the Constitution and laws of the State of South Dakota;
and
WHEREAS, pureuant to the Constitution and laas of the State of
South Dakota, particularly, Chapter 9-54, South Dakota Codified LeMs,
as amended tthe "Act" ), the Issuer is authorized to carry out the
public purposes described therein and contemplated thereby by issuing
ite revenue bonds to finance the cost of acquiring, constructing and
renovating land, building and equipment to be used in an industrisl
fan and blower manufacturing plant (the °Pro�ect" ), and is authorized
to enter into revenue agreemente made in connection therewith and
pledge those agreements as security for the payment of the principal
of and interest on any such revenue bonds; and
WHEREAS, Lomar Development Company, a Minnesota pertnership tthe
"Company" ) and TMin City Fan & Blower Co. , a Minnesota corporation
(the "Lessee" ) have requested the Issuer to issue its revenue bonde in
en aggregate principal amount not to exceed 53, 500, 000 (the "Bonds" )
to provide for the funding of a loan to the Company for the purpose of
financing the Pro�ect; and
WHEREAS, the loan for the Bonda Nill be made purausnt to the
terma of a Loan Agreement dated as of November 1, 1994 (the "Losn
Agreement" ) between the Issuer and the Company; and
WHEREAS, the Issuer proposes to finance of the Pro�ect under the
Act by the issuance of the Bonds of the Iseuer under this ordinance;
and
WHEREAS, The Bonds aill be issued under a Trust Indenture dated
ae of November 1, 1994 (the "Indenture" ) b.etMeen the Issuer end First
Trust National Association (the "Trustee" ), and are to be secured by a
letter of credit issued by Horrrest Bank Minnesota, Hational
Association, or any substitute letter of credit delivered in
accordance with the terms of the Indenture tcollectively, the "Letter
of Credit" ), and a pledge and assignment of certain other revenues,
all in accordance with the terms of the Indenture, and said Bonds and
the interest on said Bonds shall be payable solely from the revenues
pledged therefor and the Bonds shall not constitute a debt of the
issuer within the meaning of any conatitutional or statutory
limitation or constitute or give rise to a pecuniary liability of the
Issuer or a charge against its general credit or taxing poNera and
shall not constitute a charge, lien, or encumbrance, legal or
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equitable, upon any property of the Issuer other than the Issuer's
intereet in the Project.
NOW, THEREFORE, BE IT ORDAIHED BY THE CITY COMMISSION OF THE CITY
OF BROOKINGS, SOUTH DAKOTA, AS FOLLOWS:
1. The Iasuer acknowledges, finds, determines and declares that
the refinancing of the Project furthers the purposes of the Act.
2. For the purposes set forth above, there is hereby authorized
the issuance, sale and delivery of the Bonds in a principal amount not
to exceed S3, 500, 000. The Bonds shall be numbered, shall be dated,
shall bear interest, ahall mature, shall be subject to redemption
prior to maturity, shall be in such form, and ehall have such other
details and provisions as are prescribed in the Indenture in the form
nor on file rrith the Issuer.
3. The Bonds shall be limited obligationa of the Issuer payable
solely from the revenues and receipts provided pursuant to the Loan
Agreement, the Letter of Credit, and other funds pledged pursuant to
the Indenture. The City Commisaion of the Issuer hereby authorizea
and directs the Mayor and the Finance Officer of the Issuer ttogether,
the "Officials" ) to execute and deliver the Indenture by and betMeen
the Issuer and the Trustee, and to deliver to the Trustee the
Indenture, and hereby authorizes and directs the execution of the
Bonds in accordance pith the Indenture, and hereby provides that the
Indenture shall provide the terms and conditione, covenanta, rights,
obligations, duties and agreementa of the bondoMners, the Issuer and
the Trustee as set forth therein.
All of the provisions of the Indenture, phen executed as
suthorized herein, shall be in full force and effect from the date of
execution and delivery thereof. The Indenture shall be substantially
in the form on file pith the Issuer, pith such necessary and
appropriate variations, omissions and insertions as do not materislly
change the substance thereof, or as the Officials, in their
diecretion, shall determine, and the execution thereof by the
Officials shall be aonclusive evidence of such determination.
4. The Officials are hereby suthorized and directed to execute
and deliver the Loan Agreement and the Hond Placement Agreement by and
among Norwest Bank Minnesota, National Association (the "Placement
Agent" ), the Company and the Issuer (the "Bond Placement Agreement" ).
All of the provisions of the Loan Agreement and the Placement Agent
Agreement, Nhen executed and delivered as suthorized herein, shall be
in full force and effect from the date of execution and delivery
thereof. The Loan Agreement and the Placement Agent Agreement shall
be substantially in the forms on file with the Issuer, Mith such
omisaiona and insertiona as do not materially change the substance
thereof, or as the Officials, in their discretion, shall determine,
and the execution thereof by the Officials shall be concluaive
evidence of such determination.
5. The Bonds shall be revenue obligations of the Issuer the
proceeds of Nhich shall be diabursed pursuant to the Indenture and the
Loan Agreement, and the principal of, premium, if any, and interest on
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the Bonds shall be payable solely from the proceeds of the Bonds, the
Loan Agreement and the Letter of Credit.
6. The Truetee is hereby appointed as Paying Agent and Bond
Registrar for the Bonds.
7. The Officials are hereby authorized to execute and deliver,
on behalf of the Issuer, such other documenta as are necessary or
appropriate in connection with the iasuance, sale and delivery of the
Bonda, including an arbitrage certificate, and all other documents and
certificates sa shall be necessary and appropriste in connection with
the issuance, sale and delivery of the Bonds.
8. The Isauer has not participated in the preparation of the
Placement Memorandum relating to the Bonds tthe "Placement
Memorandum" ) and has made no independent investigation with respect to
the information contained therein, including any appendices thereto,
and the Issuer assumes no responsibility for the sufficiency, accuracy
or completenesa of such information. Sub�ect to the foregoing, the
Issuer hereby consents to the distribution of the Placement Memorandum
by the Placement Agent in connection pith the placement of the Bonde.
9. All covenants, stipulations, obligations and agreements of
the Issuer contained in this ordinance and the aforementioned
documents shall be deemed to be the covenants, stipulations,
obligations and agreements of the Issuer to the full extent authorized
or permitted by law, and all such aovenants, stipulations, obligatione
and agreements shall be binding upon the Issuer. Except as otherrise
provided in this ordinance, all righta, popers and privileges
conferred and duties and liabilities imposed upon the Issuer by the
proviaions of this ordinance or the aforementioned documents shall be
exercised or performed by such officera, board, body or agenay thereof
as may be required or authorized by laN to exercise such powers and to
perform such duties.
Ho covenant, stipulation, obligation or agreement herein
contained or contained in the aforementioned documents shall be deemed
to be a covenant, stipulation, obligation or agreement of any member
of the City Commission of the Issuer, or any officer, agent or
employee of the Issuer in that person's individusl capacity, and
neither the City Commission of the Issuer nor any officer or employee
executing the Bonds shall be liable personally on the Bonds or be
sub�ect to any personal liability or accountability by reason of the
iesuance thereof.
No provision, covenant or agreement contained in the
aforementioned documents, the Bonds or in eny other document related
to the Bonds, and no obligation therein or herein imposed upon the
Issuer or the breach thereof, shall constitute or give riee to any
pecuniary lisbility of the Issuer or any charge upon its general
credit or taxing powers. In making the agreements, provisions,
covenants, and representations set forth in suah documents, the Issuer
has not obligated itaelf to pay or remit any funds or revenues, other
than funds and revenues derived from the Loan Agreement rhich are to
be applied to the payment of the Bonds, as provided therein and in the
Indenture.
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10. Except as herein otherwise expressly provided, nothing in
this ordinance or in the aforementioned documents expressed or
implied, is intended or shall be construed to confer upon any person
or firm or corporation, other than the Issuer or any ovrner of the
Bonds issued under the provieions of this ordinance, any right, remedy
or claim, legal or equitable, under and by reaeon of this ordinance or
any provision hereof, this ordinance, the aforementioned documents and
all of their provisions being intended to be and being for the sole
and exclusive benefit of the Issuer and any ovners from time to time
of the Bonds issued under the provisions of this ordinance.
11. In case any one or more of the provisions of this ordinance,
or of the aforementioned documents, or of the Bonds iseued hereunder
shall for any reason be held to be illegal or invalid, such illegality
or invalidity shall not affect any other provision of this ordinance,
or of the aforementioned documents, or of the Bonds but this
ordinance, the aforementioned documents and the Bonde ehall be
construed and endorsed as if such illegal or invalid provision had not
been contained therein.
12. The Bonds, phen executed and delivered, shall contain a
recital that they are issued pursuant to the Act, and such recital
shall be conclusive evidence of the validity of the Bonds and the
regularity of the issuance thereof, and that all acts, conditions and
things required by the laws of the State of South Dakota relating to
the passage of this ordinance, to the iasuance of the Bonde and to the
execution of the aforementioned documents to happen, exist and be
performed precedent to and in the enactment of this ordinance, and
precedent to issuance of the Bonds and precedent to the execution of
the aforementioned documents have happened, exist and have been
performed as so required by la�.
13. The officers of the Issuer, attorneys, engineers and other
agents or employees of the Issuer are hereby authorized to do all acts
and things required of them by or in connection with this ordinance,
the aforementioned documents, and the Bonds for the full, punctual and
complete performance of all the terms, covenants and agreementa
contained in the Bonds, the aforementioned documents and this
ordinance. In the event that for any reasons the Mayor or Finance
Officer of the Issuer is unable to carry out the execution and
delivery of any of the documents or other acts provided herein, the
Deputy Mayor and/or Deputy Finance Officer or any other members of the
City Commission of the Issuer shall be authorized to act in such
capacity and undertake such execution or acts on behalf of the Issuer
with full force and effect, which executions or acts shall be valid
and binding on the Issuer.
14. This ordinance does hereby incorporate by reference the
provisions of the Act, as fully as if the same were set out herein.
15. All other ordinancea, resolutions or orders, or parts
thereof, in conflict with the provisions of this ordinance are to the
extent of such conflicts hereby repealed.
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16. Thie ordinance shall be in full force and effect from and
after its paesage and publication according to law.
FIRST READING: November 8, 1994
SECOND READING: November 15, 1994
PUBLISHED: November 21, 1994
CI Y OF BROOKIMGS
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