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HomeMy WebLinkAboutResolution 51-1998 F'�, • � . ' � � RESOLUTION NO. 51-98 RESOLUTION RELATING TO LEASE-PURCHASE OF CITY FACILITIES; RENEWING THE LEASE-PURCHASE AGREEMENT FOR FISCAL YEAR 1999; AUTHORIZING CERTAIN AMENDMENTS AND SUPPLEMENTS TO FINANCING DOCUMENTS; APPROVING AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS. BE IT RESOLVED by the City commission of the City of Brookings, South Dakota (the City) as follows: Section 1. Recitals. 1.01. The City is authorized by South Dakota Codified Laws, Chapters 9-40 and 9-41, as amended(together, the Act), and the city charter,to acquire land and acquire and construct improvements and equipment comprising a system for the purpose of providing(i) electricity, gas or other light,heat and power, (ii)water and water supply for municipal, industrial and domestic purposes, (iii)collection, treatment and disposal of sewage and other domestic, commercial and industrial wastes, and(iv) a telephone system and related services. Pursuant to the Act and the city charter,the City has established the Brookings Municipal Utilities (the Utility)to provide such services. 1.02. The City and First National Bank in Brookings, Brookings, South Dakota(the Trustee) have entered into a Ground Lease and Easement Agreement, dated December 1, 1997,between the City and the Trustee(the Ground Lease),whereby the Trustee has acquired certain interests in real property (the Land, including any Facilities now in existence, which are to be repaired or renovated) from the City, and the Trustee has leased its interest in the Land and leased and agreed to sell the Facilities to be acquired, renovated, constructed and equipped thereon to the City pursuant to a Lease-Purchase Agreement, dated December 1, 1997,between the Trustee and the City(the Lease). 1.03. The Trustee has executed and delivered a Declaration of Trust, dated December 1, 1997, � (the Trust Agreement),joined in by the City,pursuant to which the Trustee has(i) issued Certificates of Participation(the Certificates) in the lease payments to be made by the City under the Lease and(ii) received the proceeds of the sale of the Certificates and will disburse such proceeds for payment of Construction costs and Costs of Issuance(as defined in the Lease). 1.04. The Certificates are to be tendered and remarketed on June 23, 1998, as provided in the Trust Agreement. The Trust Agreement provides that Certificate proceeds cannot be disbursed for the payrnent of Construction Costs until all Certificates have been remarketed to their final maturity dates. The City, the Utility and the Trustee have agreed to amend the Trust Agreement to permit a portion of the Certificate proceeds to be disbursed for the payment of Construction Costs and Costs of Issuance. The Certificates will be divided into Series 1997A and Series 1997B Certificates and the City and the. Utility will provide additional security for the Series 1997A Certificates. Section 2. Approvals. . • r� 2.01 Authorization and Approval of the Remarketing and Amendments and Supplements to the Documents. The division of the Certificates into Series 1997A Certificates and Series 1997B Certificates, and the release of Certificate proceeds, in an amount equal to the principal amount of the Series 1997A Certificates, to be disbursed for the payment of Construction Costs and Costs of Issuance is hereby approved. The respective aggregate principal amounts of the Series 1997A Certificates and the Series 1997B Certificates shall be agreed to by the Utility Board and the Remarketing Agent(as defined in the Trust Agreement), and shall be set forth in a supplement to the Trust Agreement, to be dated June 23, 1998. The supplement to the Trust Agreement will establish the next remarketing date for the Series 1997A Certificates and the Series 1997B Certificates as October 29, 1998. If required, the City will also enter into an amendment to the Ground Lease and the Lease. The Mayor, Finance Officer and City Attorney are authorized to approve the final forms of supplement and amendments and the Mayor and Finance Officer are directed to execute the supplement and amendments. Copies of all such documents shall be delivered, filed and recorded as provided therein. The Mayor, Finance Officer and City Attomey are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. The City will cooperate in the remarketing of the Certificates and the Mayor, Finance Officer and the City Attorney shall execute such other instruments as are necessary to the remarketing of the Certificates. 2.02. Pled�e of Utility Revenues. The supplement to the Trust Agreement and the amendment to the Lease, if any,will contain a provision by which the City agrees to pledge the Utility Revenues to secure the payment of the Series 1997A Certificates, in the event that they are not successfully remarketed on October 22, 1998. Such pledge will continue in effect until the Series 1997A Certificates are remarketed or paid in full, or until December 31, 1999,the end of the Fiscal Year for which the Lease has been extended, whichever is earlier. The Commission concurs in this pledge of the Utility Revenues, and agrees that it will take all actions necessary to collect and remit the Utility Revenues in the event that the Series 1997A Certificates are not successfully remarketed. Section 3. Renewal of Lease Term. This Commission acknowledges that the Utility Board has found that the Utility Revenues are anticipated to be sufficient in the Fiscal Year ended December 31, 1999, to make all payments to become due under the Lease in such Fiscal Year, including the amounts necessary to pay the Series 1997A Certificates in the event that they are not successfully remarketed. The City hereby agrees that the Lease is renewed for the Fiscal Year ended December 31, 1999, and the City will take all actions necessary to appropriate or otherwise provide the moneys necessary to pay all amounts which become due under the Lease for the Fiscal Year ended December 31, 1999. Passed and approved this 26�`day of May, 1998. � e�pok Mayor �i� ' 0 ' . . Ci r��,�.-'_".�_ � M�R.9 :6 :� —� ��� :'Q �o,p''••. « fficer ' 1 � � w � , � M CERTIFICATE The undersigned,being the duly qualified and acting Finance Officer of the City of Brookings, South Dakota, hereby certifies that the above resolution is a true and correct copy of the resolution as adopted by the City Commission on � , 1998. � WTTNESS my hand of�cially as such Finance Officer and seal this�y day of 1998. `r � Finance Officer �g�;QOKll1��,s O��QO�iEO�'� ti:2V0 �; ����� Y O� �����HCS�CO S�J`� -4- < , . � • . • � RESOLUTION RELATING TO LEASE-PURCHASE OF CITY FACILTTIES; RENEWING LEASE-PURCHASE AGREEMENT FOR FISCAL YEAR 1999; AUTHORIZIING CERTAIN AMENDMENTS AND SUPPLEMENTS TO FINANCING DOCUMENTS; APPROVING AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS BE IT RESOLVED by the City Commission of the City of Brookings, South Dakota(the City), as follows: Section 1. Recitals. 1.01. The City is authorized by South Dakota Codified Laws, Chapters 9-40 and 9-41, as amended (together, the Act), and the city charter, to acquire land and acquire and construct improvements and equipment comprising a system for the purpose of providing (i) electricity, gas or other light, heat and power, (ii) water and water supply for municipal, industrial and domestic purposes, (iii) collection, treatment and disposal of sewage and other domestic, commercial and industrial wastes, and (iv) a telephone system and related services. Pursuant to the Act and the city charter, the City has established the Brookings Municipal Utilities (the Utility) to provide such services. 1.02. The City and the First National Bank in Brookings,Brookings, South Dakota(the Trustee) have entered into a Ground Lease and Easement Agreement dated December 1, 1997 between the City and the Trustee (the Ground Lease), whereby the Trustee has acquired certain interests in real property(the Land, including any Facilities now in existence, which are to be repaired or renovated) from the City, and the Trustee has leased its interest in the Land and leased and agreed to sell the Facilities to be acquired, renovated, constructed and � equipped thereon to the City pursuant to a Lease-Purchase Agreement dated December 1, 1997 between the Trustee and the City(the Lease). 1.03. The Trustee has executed and delivered a Declaration of Trust dated December 1, 1997 (the Trust Agreement),joined in by the City, pursuant to which the Trustee has (i) issued Certificates of Participation (the Certificates) in the lease payments to be made by the City under the Lease and (ii) received the proceeds of the sale of the Certificates and will disburse such proceeds for payment of Construction Costs and Costs of Issuance (as defined in the Lease). 1.04. The Certificates are to be tendered and remarketed on June 23, 1998, as provided in the Trust Agreement. The Trust Agreement provides that Certi�cate proceeds cannot be disbursed for the payment of Construction Costs until all Certificates have been remarketed to their final maturity dates. The City, the Utility and the Trustee have agreed to amend the Trust Agreement to permit a portion of the Certificate proceeds to be disbursed for the payment of Construction Costs and Costs of Issuance. The Certificates will be divided into Series 1997A and Series 1997B Certificates and the City and the Utility will provide additional security for the Series 1997A Certificates. Section 2. A prQ ovals. ' 2.01. Authorization and A_pproval of the Remarketing and Amendments and Supplements to the Documents. The division of the Certificates into Series 1997A Certi�cates and Series 1997B Certificates, and the release of Certificate proceeds, in an amount equal to the principal amount of the Series 1997A Certificates, to be disbursed for the payment of Construction Costs and Costs of Issuance is hereby approved. The respective aggregate principal amounts of the Series 1997A Certificates and the Series 1997B Certificates shall be agreed to by the Utility Board and the Remarketing Agent(as defined in the Trust Agreement), and shall be set forth in a supplement to the Trust Agreement, to be dated June 23, 1998. The supplement to the Trust Agreement will establish the next remarketing date for the Series 1997A Certificates and the Series 1997B Certificates as October 29, 1998. If required, the City will also enter into an amendment to the Ground Lease and the Lease. The Mayor, Finance Officer and City Attorney are authorized to approve the final forms of supplement and amendments and the Mayor and Finance Officer are directed to execute the supplement and amendments. Copies of all such documents shall be delivered, filed and recorded as provided therein. The Mayor, Finance Officer and City Attorney are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. The City will cooperate in the remarketing of the Certificates and the Mayor, Finance Officer and the City Attorney shall execute such other instruments as are necessary to the remazketing of the Certificates. � 2.02. Pledge of Utilitv Revenues. The supplement to the Trust Agreement and the amendment to the Lease, if any, will contain a provision by which the City agrees to pledge the Utility Revenues to secure the payment of the Series 1997A Certificates, in the event that they are not successfully remazketed on October 29, 1998. Such pledge will continue in effect until the Series 1997A Certificates are remarketed or paid in full, or until December 31, 1999, the end of the Fiscal Year for which the Lease has been extended, whichever is earlier. The Commission . concurs in this pledge of the Utility Revenues, and agrees that it will take all actions necessary to collect and remit the Utility Revenues in the event that the Series 1997A Certificates aze not successfully remarketed. Section 3. Renewal of Lease Term. This Commission acknowledges that the Utility Board has found that the Utility Revenues are anticipated to be sufficient in the Fiscal Year ended December 31, 1999, to make all payments to become due under the Lease in such Fiscal Year, including the amounts necessary to pay the Series 1997A CeRificates in the event . that they are not successfully remarketed. The City hereby agrees that the Lease is renewed for the Fiscal Year ended December 31, 1999, and the City will take all actions necessary to appropriate or otherwise provide the moneys necessary to pay all amounts which become due under the Lease for the Fiscal Year ended December 31, 1999. -2- . � � .. , � Adopted this�day of , 1998. Mayor �O�,QOK1A/CS �O;nqoMiEG'' A. � U � r aa3 iOQ �Q �NN�M� •1� " . NCS Finance Officer -3- , x . CERTIFICATE The undersigned,being the duly qualified and acting Secretary of the Utility Board of the Brookings Municipal Utilities,hereby certifies that the above resolution is a true and correct copy of the resolution as adopted by the Utility Board on October 13, 1997. WITNESS my hand officially as such Secretary this day of , 1998. Secretary . . • �� . R�SOI.UTIQN YtELATi3�TC3 TO LE,A3�-PURCHAS�AF CFTY FAQL1Ti�'.S:CONC[.iRRII�TG!N T�r1B ACTIONS dF'�'1�3 G1TX C4�ION;AGR��VG TO CFt2TA�CO�ANi'S� RFS'�'RICtIdNS AND PA.YMfiN'fS TQ FINAN�iC} DOCL1MbN'i'S BE IT RPS4L�by the Udlity Ba�rd af tha Brooking,s Municina]Utilitic3, BYbOk�ngB,$ORdi DakOtB{t}Ic Yltility).as fO�lOWB- . . Sectia7o I. Recitals. �.01. The Cicy of�ra>king�(the Ciiy)is awtwrimd by South Do�cota Gadi�ied � Laws,Chaplers 9-�0 and 9-41,aa tanend�d(together�the Act},�nd tl�e cifiy chvrGer,to acqnire 1•.�d atui acquire an�d conattuct improvemcnka und cquipmcr�c comprising a systcm for the purpose o[Fai►viding(i�electricity,gsu or othcr light,hcat anQ power,(ii)water and water acuQply �or m�nic[pa1,indust�ial and dotnnstic purposc,�.(iil)collecdoa,troatment and di:tposal af sewage and ot�r dom�stie,cummcrci�l�nd i�ndusccial waste�.�d(v)a telcphone sys�em at►cl relauzd sexvices. Pu�aant to thc Act and.t�cHy ebatter,tlae Clry 1�.�eatabI�shcd tlx�Uti�Zty to pmv4� Ruch secvices. I.02. !'h�City and First Natianal.Bank im Brav�ings.B.�ookings,So�da Ueka� (tbC Ttuxtce)havc c2ltCsed 'mto a Cnoprid Le�c Attd EAa�mcnt llgtti�ment.�iaLCd DCcembeT 1, 1997,betwe�n.lI�Gtity and the Tsvstee{the Cno�und Lease),pILTS{78nt t0 W�lloh t�C TiUS�:C hRS aoqaired c�atain i,nter�st.s in real pruPeriY(the Land.iaeluding aay Paeilitiea now is exisunce, which are to ba�pairod or c�enovated)firam the Ci1y.end ths']�ost+e�hns laased its iae�in the L�nd aAd le�s�d and agx�ad to seli tfi�Facxl'►tie.�ta be acquixcd,renovatcd.oonstruatcd and �9�AP��reon to th�City pursuant ta a Leas�-Purchase Agneeu�aG dated Ikcxmber 1, 1997. betwecn the Tnistee and the City(d+e Lcase}. 1.03. Thc Tmstcc has exocuted and delfvered a Dcalatation of'hust,dacc,d Dcccmber 1, I997.(thc Trust Ag,ceemenE).joined in by tb�G�ty,Pursuant to whicl�the Trustce has<i)isSaed Ceatifiicates af Participaticm(�C�atificntes}in tt�e fease Qsymeats w be made bry the Ciry undec thc Lease a�d(ii)reoc�ved�o pivicecd4 vf the sale vf the Gutificaces and wili disba cs�sucb psacxeds tor p�ymcn�of CoasM�cfiian Cost�ancI Co�ts of i�suanee(as delined ia tlaa Le�se�. I.04. 'I'he C�rti�icates nra ta bc eeMerai and t�ea�srketed oa Juna 23.1998.as p�avidecl in th�e Truat A�mont. ThC Tn1St A�ulleflt pF4tr�deS t3]At C��.cate prococd9 caar►ot ba disbutsod f�r the paymcnt af C4a�gtro�c�ic�tt Cocta until all Cettifleates b.e►v�e bean remark�t�d to their final m:�turity daies, 'I7�City.tbe Utiliry NtQ tba TtvSbce dave agrxd ta ame�td c�e Ttust A,gn�u�c to permic a�ortion of tiie Ccrti�proceeds to be aisbu,sed for tne PaY�t of Coastrexrian Costs snd C.osi�of Iss�tsnce. TI�Certificates wiu be�vlded fnw Sts�ics 19�7A and Sezies l997B CeXdfi�es and thc City and thc Utility w�11 p[ovid�ac�dittional n�c�ily for thc Series 1997A C.�ctificutes. � � . . ' • � Sectioa 2, A,tnhaaz�tiaa and Appt�val Q �Rzti�flcati�anc[�[j,gndmtata snd S�}pl�nts e¢�e l�o�uanents. 7'he diviston o�f tt�c Ccrd6cates incn Serias 1997A C'e��ca�es anci SeRies 1997B Ccrtifkat�s►�,nd.tbe releas�of C�rtifica6G proo�eds,in an amannt equal eo thn pr�zpai mnount of the Series 14�?A Certific�tcs.to be cli,abuts�d for thc payment of CoBstt+�ctioct Costs uud Cc+�ts of issusnve is herr��approv�d. 'Che reapeetive aggc�e�au prinr,ipal amonnts oP th�Series �997A Ce�tific�tes and thc Series 1�978 Ce�tiFicates 5hpld bc ag�+ced w by �e Udlity Board suu�the Ramarlceeing Agapt(aa dcfinad ir�t6e Trust ilgree�mcnt),�d�alt b� sat forth in a aup�l�ment W�he Trnst Agraoment,Go 6e dattd]une 23, 1998.The aupp�[emeat�o the Ttust Ag�e�nent wiU es�atblia6 tfa�ncxt�marketiing cl�te fix the Series I997A Certi�cMes aud che Series l997B C�rtif�cat�s as Octobrx 29, t998. . Scction 3, .�ricy provisio_,n�. . 3.U�. Sufficiencv of Net�{evenacs. This Bw�rd h�madc an estima�c 4f revenues�d expenses�or the Uttl3ty for tba calend,nr year ending Iaarrcmber 3l,1999.and �aereby f.{nds.and shail submit a writtcn rcpat ta rhe C'ity Commisaion s�t,ing,that�e�sh�ated nat rever:u,�s of the Utitily will be sufF�cicnt to pay tke L�asc Payin,eats and auy othcr wmourus payable under the I,ease far the cslerniar year esxdip.g Der,e�mbe�r 31. 1999_ 3.02, ��e vf L„jtility Revenue.�.The suppl,emc�t ro Ibo Trust Agreelaec�t aad thc amc,-ndn�ent to th�Lcase.�f aay.wi11 carrtaim s p�ovision by which the C,�ty ag,rera to pled�e t6e Utility Revenue.s ta secwc the paymr.Rt at t}�e 5eries 1997A Certifuaus,in the ev�nt thet thoy �rc mt$ucc�ss�ully�rnark�ed an October?2, t$98. Swai�pied�e will cw,dnua in�et undl' t�e Serics ]997A Ce�flcates ar�reu�rloeted ar paid in f�lt,or uad!D�31. �999�tho�nd of the FL�aI Year�or w�ich the Lea�o hac becn exteaded,whieE►ever is oaxlier. The Utility eoncurs in this�ledge of tfia Utiliry tte�vennes,aud agrees chac h will take all uccioas necessary no coll�a�and remit thc Uti�ity Revcnaes in the evait that q�e Scrie�g 1997A Ce�rt�f�cat�s�me not sucx:�ssfiil�y roznark�te�d. Scctipn 4. Termination. The agreetnents o�the�oard in tbis Resolution�rt subjea to the proviaions for ter�uiaa►tivn s�et f.octh ia the Le�se.wAich pxovides tlss►t�e T.resse wil}. bc bnhja#t�terrro��tiou by tbe City,withovt pe�ralry.a�t tLc et�d of any$scnl yeu ef tho Ciry,If tiw Gity Cvm�i�sio�n fail�s bo budget or uppmpde6e mouey foc tt�e payu�nt of tl�e Cit�s �bli.�Atiot�s under tb�e Lease�'or tbe succeeding fi..�c�yo�r. Tk�e Board rocoguus that tha City Camn}issio�has extetided t]�c cerui af the Leasc For thc Fiscal Ycar eadia�December 31, I999. .�. � � ,A,doptcd this , day of ,,,, �_ 1998. Ch�c ATTEST: � Seerecazy � _3..