HomeMy WebLinkAboutOrdinance 26-1993 � ' ,
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ORDIHAHCE N0. 26-93
AH ORDIHAHCE OF THE CITY COUHCIL OF THE CITY OF BROOKINGS, SOUTH
DAKOTA (THE "ISSUER" ) AUTHORIZING THE ISSUAHCE, SALE AND DELIVERY OF
THE ISSUER'S INDUSTRIAL DEVELOPMEHT REF'UNDING REVENUE BONDS (LOMAR
DEVELOPMENT COliPANY PROJECT) (TWIN CITY F'AN & BLOWER COliPAHY, LESSEE)
SERIES 1993 (THE °BONDS° ), WHICH BONDS AND THE INTEREST AND ANY
PREMIUM THEREON SHAL.L BE PAYABLE SOLELY F'ROli REVENUES PLEDGED THERETO;
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF
THE BOHDS; AND PROVIDIHG FOR THE SECURITY, RIGHTS AND REMEDIES OF THE
OWHERS OF SAID BONDS
WHEREAS, the City of Brookings, South Dakota (the "Issuer" ) is a
muniaipal corporation and political subdivision duly organized and
existing under the Constitution and laNs of the State of South Dakota;
and
WHEREAS, pursuant to the Constitution and laWs of the State of
South Dakota, particularly, Chapter 9-54, South Dakota Codified Lars,
as amended tthe "Act" ), the Iasuer is suthorized to carry out the
public purpoaes described therein and contemplated thereby by issuing
ita revenue bonds to finance the cost of refund the Issuer's
Industrisl Development Revenue bonde tLomar Development Company
Pro�ect) (Tpin City Fan & Blorer Company, Lessee), dated as of
Dec�mber 1, 1983 (the "Series 1983 Bonde" ), and is suthorized to enter
into revenue agreements made in connection thereMith and pledge those
agreements as security for the payment of the principal of and
interest on any such revenue bonds; and
WHEREAS, the Issuer loaned the proceeds of the Series 1983 Bonde
to Lomar Development Company, a Minnesota general partnership (the
"Company" ), for the purpose of paying costs of acquiring land,
constructing a building and providing fixturea and furnishings to be
used as a manufacturing facility for the manufacture of industrisl
fans and blopers rithin the corporate boundaries of the Issuer (the
"Pro�ect" ) ; and
WHEREAS, the Company has requested the Issuer to issue its
Industrial Development Refunding Revenue Bonda (Lomar Development
Company Pro�ect) (Trvin City Fan & B1oMer Company, Lessee) Series 1993
in en aggregate principal amount of not to exceed 81, 000, 000 (the
"Bonds" > to provide for the funding of a loan to the Company for the
purpose of refunding the Series 1983 Bonds; and
WHEREAS, the losn for the Bonds rrill be made pureusnt to the
terms of a Loan Agreement dated as of November 1, 1993 (the "Loan
Agreement" ) between the Issuer and the Company; and
WHEREAS. the Issuer proposes to refinance of the Pro�ect under
the Act by the issuance of the Bonds of the Iesuer under this
ordinance; and
WHEREAS, the Bonds Mill be issued under a Trust Indenture dated
as of Hovember 1, 1993 (the "indenture" ) betreen the Issuer and First
Trust National Association (the "truatee" ), and are to be secured by a
letter of credit issued by Norwest Bank Minnesota, Hational
Association, or any substitute letter of credit delivered in
accordance Mith the terms of the Indenture tcollectively, the "Letter
of Credit" ), and a pledge and assignment of certain other revenues,
all in accordance Mith terms of the Indenture, and said bonds and the
interest on said Bonds shall be payable eolely from the revenue
pledged therefor and the Bonds shall not conetitute a debt of the
Issuer Mithln the meaning of any constitutional or statutory
limitation or constitute or give rise to a pecuniary liability of the
Iseuer or a charge againet ite general credit or taxing porera and
shall not constitute a charge, lien, or encumbrance, legal or
equitable, upon any property of the Iseuer other than the Issuer's
interest in the Pro�ect.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
BROOKINGS, SOUTH DAKOTA, AS FOLLOWS:
1. The Issuer acknoNledges, finds, determines and declares that
the refinancing of the Pro�ect furthers the purposes of the Act.
2. For the purposes set forth above, there ie hereby authorized
the issusnce, sale and delivery of the Bonds in a principal emount not
to exceed 51, 000, 000. The Bonds shall be numbered, shall be dated,
shall bear interest, shall mature, shall be sub�ect to redemption
prior to maturity, shall be in such form, and shall have such other
details and provisions as are prescribed in the Indenture in the form
noM on file rith the Iseuer.
3. The bonde ehall be special obligations of the Iesuer payable
solely from the revenues provided pursusnt to the Loan Agreement, the
Letter of Credit, and other funds pledged pursusnt to the Indenture.
The City Council of the Issuer hereby authorizes and directs the Mayor
and the Finance Officer of the Issuer (together, the "Officials" ) to
execute and deliver the Indenture by and betreen the Issuer and the
Truatee, and to deliver to the Trustee the Indenture, and hereby
authorizes and directs the execution of the Bonds in accordance rith
the Indenture, and hereby provides that the Indenture shall provide
the terms and conditions, covenants, rights, obligations, duties and
agreements of the bondopners, the Issuer and the Trustee as set forth
therein.
Al1 of the provisions of the Indenture, Mhen executed se
suthorized herein, shall be in full force and effect from the date of
execution and delivery thereof. The Indenture ahall be eubstantially
in the form on file pith the Issuer, Mith such necessary and
appropriste variationa, omissione and insertions as do not materially
change the substance thereof, or as the Officiale, in their
discretion, shall determine, and the execution thereof by the
Officisls shall be conclusive evidence of such determination.
4. The Officials are hereby authorized and directed to execute
and deliver the Loan Agreement, the Placement Agent Agreement by and
among Norrrest Bank Minnesota, Hational Association (the "Placement
Agent" ), the Company and the Issuer (the "Placement Agent Agreement" ),
and the Remarketing Agreement by and among the Issuer, the Placement
Agent, the Company and the Trustee tthe "Remarketing Agreement" ). All
of the provisions of the Loan Agreement, the Placement Agent Agreement
and the Remarketing Agreement, phen executed and delivered as
authorized herein, ehall be in full force and effect from the date of
execution and delivery thereof. The Losn Agreement, the Placement
Agent Agreement and the Remarketing Agreement shall be subetantially
in the forms on file aith the Issuer, aith such omissione and
insertions as do not materially change the subetance thereof, or as
the Officials, in their discretion, shall determine, and the execution
thereof by the Officials shall be conclusive evidence of such
determination.
5. The Bonds shall be revenue obligations of the Issuer the
proceeds of rhich shall be disbursed pursusnt to the Indenture and the
Loan Agreement, and the principal of, premium, if any, and interest on
the Bonds sh�ll be payable solely from the proceeds of the Bonde, the
Loan Agreement and the Letter of Credit.
6. The Trustee 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, auch other documents as are necessary or
appropriate in connection aith the issuance, sele and delivery of the
Bonds, including a arbitrage certificate, and all other documente and
certificates as shall be necessary and appropriate in connection Mith
the issuance, sale and delivery of the Bonds.
8. The Issuer has not participated in the preparation of the
Placement Memorandum relating to the Bonds (the °Placement
Memorandum" ) and has made no independent investigation rith respect to
the information contained therein, including any apprentices thereto,
and the Iasuer assumes no responsibility for the sufficiency, accuracy
or completeness of such information. Sub�ect to the foregoing, the
Iesuer hereby consents to the distribution of the Placement Memorandum
by the Placement Agent in connection pith the placement of the Bonds.
9. All covenants, etipulations, obligations and agreemente of
the Issuer conteined 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 suthorized
or permitted by laN, and all such covenants, stipulations, obligations
and agreements shall be binding upon the Iesuer. Except ae otherMise
provided in this ordinance, all rights, poMera and privileges
conferred and duties and liabilities imposed upon the Is�uer by the
proviaions of this ordinance or the aforementioned documents shall be
exercised or performed by such officers, board, body or agency thereof
as may be required or authorized by lap to exercise such porers and to
perform such duties.
No 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 members
of the City Council of the Issuer, or any officer, agent or employee
of the Issuer in that person's individual cepacity, and neither the
City Council of the Issuer nor any officer of 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 issuance
thereof.
�o provision, covenant or agreement contained in the
aforementioned documents, the Bonds or in any other document related
to the Bonde, and no obligation therein or herein imposed upon the
Issuer or the breach thereof, shall constitute or give rise to any
pecuniary liability of the Iesuer or any charge upon its general
credit or taxing porers. In making the agreements, provisions,
covenants and representatione set forth in such documente, the Issuer
has not obligated itself 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.
10. Except as herein otherMise expreeely 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 oMner of the
Bonds issued under the provisions of this ordinance, any right, remedy
or claim, legal or equitable, under and by reason of this ordinance or
any provision hereof, this ordinance, the aforementioned documents and
all of their provisione being intended to be and being for the sole
and exclueive benefit of the Iseuer and any oMnere from time to time
of the Bonds iseued under the provisions of this ordinanc�.
11. In aase any one or more of the provisions of this ordinance,
or any of the aforementioned documents, or of the Bonds issued
hereunder shall for any reason be held to be illegal or invalid, auch
illegality or invalidity ehall not affect any other provision of this
ordinance, or of the aforementioned documents, or of the Bond but thi�
ordinance, the aforementioned documents, and the Bonde shall be
construed and endorsed aa if such illegal or invalid provision had not
been contained therein.
12. The Bonde, Mhen executed and delivered, shall contain a
recital that they are issued purauant to the Act, and such recital
shall be conclusive evidence of the validity of the Bonds and the
regularity of the isauance 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 issuance of the Bonds 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 issusnce of the bonds and precedent to the execution of
the aforementioned documents have happened, exist and have been
performed as eo required by lav.
13. The officers of the Issuer, attorneye, engineers and other
agenta or employees of the Issuer are hereby authorized to do all acts
and things required of them by or in connection Mith thie ordinance,
the aforementioned documents, and the Bonds for the full, punctual and
complete performance of all the terma, covenants and agreemente
contained in the Bonds, the aforementioned documents, and the Bonds
for the full, punctual and complete performance of all the terms,
covenants and agreements contained in the bonds, the aforementioned
documents snd this ordinance. In the event that for any reaeon 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
member of the City Council of the Issuer shall be authorized to act in
such capacity and undertake such execution or acts on behalf of the
Iseuer Mith full force and effect, rhich 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 esme Nere set out herein.
15. All other ordinances, resolutione or orders, or parte
thereof, in conflict rith the provisions of this ordinance are to the
extent of such conflicts hereby repealed.
16. This ordinance shall be in full force and effect from and
after its passage and publication according to lar.
All ordinances in conflict hererith are hereby repealed.
FIRST READIHG: Oatober 19, 1993
SECONDED READIHG: October 26, 1993
PUBLISHED: November 1(�� 1993
C T OF BROOKINGS
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