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HomeMy WebLinkAboutOrdinance 38-1983 . . , , ---------------------------------------------------------------- ---------------------------------------------------------------- ORDINANCE NO. 38-83 OF CITY OF BROOKINGS, SOUTH DAKOTA (Prest Equipment Company Project) GAAR & BELL DRAFT November 27 , 1983-1 r ORDINANCE NO. 38-83 AN ORDINANCE AUTHORIZING THE ISSUANCE OF ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES DECEMBER 1 , 1983 (PREST EQUIPMENT COMPANY PROJECT) , DATED DECEMBER 1 , 1983, OF THE CITY OF BROOKINGS, SOUTH DAKOTA, IN THE PRINCIPAL AMOUNT OF $500 , 000 , FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF CONSTRUCTING CERTAIN ADDITIONS AND PURCHASING CERTAIN MACHINERY, AND EQUIPMENT AS AN ADDITION TO AN EXISTING INDUSTRIAL FACILITY OWNED BY THE CITY OF BROOKINGS, SOUTH DAKOTA, AND LEASED TO JOHN M. PREST AND SARA N. PREST, FOR INDUSTRIAL DEVELOPMENT PURPOSES; APPROVING AND AUTHORIZING THE EXECUTION OF A FIRST SUPPLEMENTAL MORTGAGE AND INDENTURE OF TRUST RELATING TO THE PROJECT; APPROVING AND AUTHORIZING THE EXECUTION OF A FIRST LEASE AMENDMENT WITH JOHN M. PREST AND SARA N. PREST; APPROVING THE FORM OF A GUARANTY AGREEMENT WITH RESPECT TO SAID BONDS; MAKING CERTAIN FINDINGS AND DETERMINATIONS WITH RESPECT TO SAID PROJECT AND BONDS; MAKING AN ELECTION UNDER SECTION 103(b) ( 6) (D) OF THE INTERNAL REVENUE CODE; AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN RELATED INSTRUMENTS . WHEREAS, pursuant to Ordinance No. 15-80 of the City of Brookings, South Dakota (the "City" ) , adopted March 11 , 1980, and pursuant to a Mortgage and Indenture of Trust dated as of April 1, 1980 (the "Indenture" ) , between the City and First National Bank in Brookings (the "Trustee" ) , in the City of Brookings, South Dakota, the City issued its Economic Development Revenue Bonds , Series April 1 , 1980 (Prest Equipment Company Project) , dated April 1 , 1980 (the "Series 1980 Bonds" ) , in an aggregate principal amount of $1 , 000 , 000 ; and WHEREAS, with the proceeds of the Series 1980 Bonds, the City acquired an industrial project, consisting of real estate, buildings, improvements, fixtures, machinery and equipment (the "Project" ) , and leased the Project to John M. Prest and Sara N. Prest, residents of Hennepin County, Minnesota (the "Tenants" ) , pursuant to a Lease and Agreement (the "Lease" ) , dated as of April 1 , 1980 , and WHEREAS, the Tenants have requested that the City issue additional Economic Development Revenue Bonds in the aggregate principal amount of $500 , 000 for the purpose of paying the costs of constructing an addition to the Project and purchasing and installing additional machinery and equipment in the Project; and WHEREAS, pursuant to the provision of Article XII of the Indenture, the City may issue additional bonds for the acquisiton, construction and equipping of additions to the Project, which additional bonds shall be on a parity with the Series 1980 Bonds initially issued under the Indenture; BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF BROOKINGS, SOUTH DAKOTA, AS FOLLOWS : Section 1 . The City Commission of the City of Sioux Falls , South Dakota, hereby finds and determines that : �a) In furtherance of the provisions of SDCL 9-54 , as amended (the "Act" ) , and in order to promote, stimulate and develop the general economic welfare and prosperity of said City and of the State of South Dakota through the promotion and advancement of industrial development and to encourage and assist in the expansion of existing business in said City and State by providing greater employment opportunities , thus promoting the general welfare of the citizens of said City and State, it is necessary and advisable and in the best interest of said City and State, solely from the proceeds of the Series 1983 Bonds hereinafter described, ( i) to purchase, construct and install the additions to the Project described in the First Lease Amendment hereinafter authorized (said additions being hereinafter referred to as the "Additions" ) , ( ii) to amend the existing Lease between the City and the Tenants, to include the Additions and to provide for the payment of the Series 1983 Bonds hereinafter described, and ( iii) to issue for the aforesaid purposes the Economic Development Revenue Bonds , Series December 1 , 1983 (Prest Equipment Company Project) , dated December 1 , 1983 , of said City in the principal amount of $500 , 000 (the "Series 1983 Bonds" ) , the Series 1983 Bonds to be issued under and secured by the Indenture, as amended by a First Supplemental Mortgage and Indenture of Trust hereinafter authorized, between the City and the Trustee, and (b) The Project will promote the welfare of the City and the State and, the Project being situated within the limits of said City, the governing body hereby finds and declares that the Project will promote the welfare of said City. Section 2 . The First Supplemental Mortgage and Indenture of Trust, dated as of December 1 , 1983 (the "First Supplemental Indenture" ) , between the City and First National Bank in Brookings, as Trustee, in the form and content attached hereto as Exhibit A, and the mortgage, pledge and assignment of the Additions referred to therein shall be, and they hereby are, in all respects hereby authorized, approved and confirmed, and the Mayor and Finance Officer shall be and they are hereby authorized and directed to execute and deliver said First Supplemental Indenture in substantially the form and content as Exhibit A, for and on behalf of the City to the Trustee as provided for therein for the security of the Series 1983 Bonds and the interest thereon. Section 3 . The issuance of $500 , 000 principal amount of Economic Development Revenue Bonds , Series December 1 , 1983 (Prest Equipment Company Project) , dated December 1 , 1983 , of the City in the form and content set forth in said First -2- Supplemental Indenture shall be and the same is in all respects hereby authorized, approved and confirmed, and the Mayor, Finance Officer and other appropriate officials shall be and they are hereby authorized and directed to execute and seal the Series 1983 Bonds and to deliver the Series 1983 Bonds to the purchaser thereof, for and on behalf of the City, upon receipt of the purchase price, and to deposit the proceeds thereof in the manner provided for by the First Supplemental Indenture. Section 4 . The First Lease Amendment dated as of December 1 , 1983 (the "First Lease Amendment" ) , between the City and Prest Equipment Company, in the form and content attached hereto as Exhibit B, amending the terms and conditions of the Lease between the City and the Tenants, and the pledging of the rentals under the Lease, as amended by the First Lease Amendment for the security of the Series 1980 Bonds and the Series 1983 �onds herein authorized and the interest thereon shall be, and they hereby are, in all respects hereby authorized, approved and confirmed, and the Mayor and Finance Officer shall be and they are hereby authorized and directed to execute and deliver said First Lease Amendment in substantially the form and content as Exhibit B, for and on behalf of the City. Section 5 . The Guaranty Agreement dated as of December 1 , 1983 , pursuant to which the Tenants and Prest Equipment Company, a Minnesota corporation, unconditionally guarantee to the Trustee, for the benefit of the holders of the Series 1983 Bonds , the payment of the principal of and interest and redemption premium, if any, on the Series 1983 Bonds , is hereby approved in the form attached to this Ordinance and marked Exhibit C, which Guaranty Agreement the Trustee is authorized to accept . Section 6 . The sale of the Series 1983 Bonds to First National Bank in Brookings, in the City of Brookings, South Dakota, for the sum of $500, 000, plus accrued interest, if any, to date of delivery, is hereby authorized, approved, ratified and confirmed. The execution by the City officials of the Bond Purchase Agreement covering the sale of the Series 1983 Bonds , substantially in the form attached hereto and marked Exhibit D, is hereby authorized, approved and confirmed, and the City officials are hereby authorized and directed to deliver the Series 1983 Bonds to the purchaser therein identified upon receipt of the purchase price to be deposited as provided in the First Supplemental Indenture and in the Lease, as amended by the First Lease Amendment . Section 7 . The Series 1983 Bonds, together with the interest thereon, shall be limited obligations of the City payable solely out of the rentals, revenue and receipts received by the City pursuant to the Lease, as amended by the First Lease Amendment, which rentals, revenues and receipts are hereby and in the Indenture, as amended by the First -3- Supplemental Indenture, pledged and assigned for the equal and ratable payment of the Series 1980 Bonds and the Bonds herein authorized and the interest thereon, and shall be used for no other purpose than to pay the principal of and interest on said Bonds, except as may be otherwise expressly authorized in the Indenture, as amended by the First Supplemental Indenture or in the Lease, as amended by the First Lease Amendment . The Bonds and the interest thereon shall not constitute an indebtedness of the City within the meaning of any constitutional provision or statutory limitation and shall not constitute or give rise to a pecuniary liability of the City or its officers, agents or employees , or a charge against the City' s general credit or taxing powers . Section 8 . The City hereby elects that Section 103(b) (6) (D) of the Internal Revenue Code of 1954 , as amended, shall apply to the Bonds herein authorized, and the Mayor is hereby authorized and directed to file evidence of said election with any appropriate officer of the United States , including the Secretary of the Treasury or his delegate, and to take such other action as may be necessary to make effective the election herein. Section 9 . If any section, paragraph, clause or provision of this Ordinance ( including the Exhibits hereto attached which are made a part hereof and incorporated herein by reference) shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance or of the said Exhibits . Exhibits A, B, C and D herein referred to and made a part of this Ordinance are on file in the office of the Finance Officer, in the City of Brookings, South Dakota, and are available for inspection by any interested party. Section 10 . The Mayor, Finance Officer, City Attorney and other City officials shall be and they are hereby authorized to execute and deliver for and on behalf of the City any and all other certificates , documents or other papers and to perform such other acts as they may deem necessary or appropriate in order to implement and carry out the matters herein authorized. -4- Section 11 . This Ordinance shall take effect and be in full force on the twentieth day after its publication unless suspended by a referendum. � FIRST READING: November 29 , 1983 SECOND READING: December 6, 1983 ADOPTED this 6th day of December, 1983 . ..__ _ __ � _,.,� � � -- < r. _. __� [SEAL l Mayor .,..,._-.._. . (� ATTEST: � --� (� � � � inan e Off cer -5-