HomeMy WebLinkAboutResolution 27-1991 � RESOLUTION NO. 27-91
A RESOLUTION AUTHORIZING THE EXECUTION OF ASSIGNMENT OF LEASE
BETWEEN THE BINKLEY COMPANY, A MISSOURI CORPORATION ("ASSIGNOR") AND
HOLLAND HITCH COMPANY, A MICHIGAN CORPORATION " (ASSIGNEE") AND
AUTHORIZING CERTAIN OTHER ACTIONS TO CARRY OUT SUCH ASSIGNMENT.
BE IT RESOLVED, by the City Commission of the City of Brookings,
South Dakota, as follows:
WHEREAS, the City adopted Ordinance No. 15-80 on March 11, 1980,
which authorized the issuance of $1, 000,000 Economic Development
Revenue Bonds, Series April 1, 1980 (the "1980 Bonds") , for the
purpose of providing funds to pay the costs of acquiring certain real
property and providing for the construction of a manufacturing
facility, including the purchase of certain buildings, improvements,
machinery and equipment located and to be located thereon (the
"Project") , as tenants, pursuant to a Lease Agreement dated as of
April 1, 1980, by and between the City and Prests (the "Lease") ; and
WHEREAS, as provided in Section 6. 1 of the Lease, Prests
subleased the Project to Prest Equipment Company, a Minnesota
corporation ("Prest Equipment") , pursuant to a Sublease dated April 1,
1980; and
WHEREAS, on December 31, 1986, Prests assigned their leasehold
interest in the Project to Prest Rack, Inc. , a South Dakota
corporation ("Prest Rack") ; and
WHEREAS, pursuant to Resolution No. 8-89 adopted by the City on
February 7, 1989 Prest Rack assigned its interest in the Lease to The
Binkley Company, a Missouri corporation ("Binkley") , whereupon Binkley
expressly assumed the duties and obligations of Prests under the
Lease, and all other obligations of Prests under the 1980 Bonds; and
WHEREAS, Binkley proposes to assign its interest in the Lease to
Holland Hitch Company, a Michigan corporation, or a wholly-owned
subsidiary thereof to be formed ("Holland Hitch") whereupon Holland
Hitch will expressly assume the duties and obligations of the Prests
and Binkley under the Lease, and all other obligations of the Prests
and Binkley under the 1980 Bonds; and
WHEREAS, pursuant to Section 6. 1 of the Lease, the Lease may not
be assigned without the prior written consent of the City and the
Trustee; and
WHEREAS, the City Commission further finds and determines that it
is necessary and desirable to permit the assignment of the Lease,
subject to the consent of the Trustee, and in connection therewith,
for the City to enter into certain documents, and approve the
execution of the Assignment of Lease, together with other documents as
provided herein:
NOW, THEREFORE BE IT RESOLVED By the City Commission of the City
of Brookings, South Dakota, as follows:
Section 1. Consent and Authorization of Assignment of Lease.
The City hereby consents to the execution and delivery of the proposed
Assignment of Lease Agreement, in the form of Exhibit A attached
hereto, between Binkley and Holland Hitch, providing for the
assignment by Binkley and the assumption by Holland Hitch of all of
the rights and obligations under the Lease.
Section 2. Execution of Documents. The Mayor of the City is
hereby authorized and directed to execute and deliver the Consent to
Assignment of Lease, in the form of Exhibit B attached hereto, and
such other documents, certificates and instruments as may be necessary
or desirable to carry out an comply with the intent of this
resolution, for and on behalf and as the act and deed of the City.
The City Finance Officer is authorized and directed to attest to and
affix the seal of the City to the assignment documents and other such
documents, certificates and instrument which may be required
hereunder.
Section 3 . Further Authority. The City shall, and the officers
and agents of the City are hereby authorized and directed to take such
action, and execute such other documents, certificates and instruments
as may be necessary or desirable to carry out and comply with the
intent of this resolution and to carry out, comply with and perform
the duties of the City with respect to the assignment documents.
Section 4. Effective Date. This resolution shall take effect
and be of full force and effect on the twentieth day after
publication, unless suspended by referendum.
Passed and approved this 16th day of April, 1991.
ATTEST• OF gROpM�
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. • BOYCE, MURPHY, McDOWELL & GREENFIELD
ATTORNEYS AT LAW
Jeremiah D. Murphy Norwest Center, Suite 600
Russell R. Greenfield 101 North Phillips Avenue
David J. Vickers P.�. $ox 5�15
Gary J. Pashby Sioux Falls, South Dakota 57117-5015 Of Counsel
Vance R.C. Goldammer John R. McDowell
Thomas J. Welk Telephone 605 336-2424
Terry N. Prendergast Telecopier 605 334-0618
James E. McMahon J.W. Boyce (1884-1915)
Douglas J. Hajek John S. Murphy(1924-1966)
Michael S. McKnight
Brian j. Bauer A r i 1 1�J 19 91
Gregg S. Greenfield P /
Mr. Theo C. Kryger
City Finance Officer
City of Brookings
P.O. Box 270
Brookings, SD 57006
RE: Assignment from The Binkley Company to The Holland Hitch
Company
Dear Ted:
Enclosed is a corrected copy of the Resolution faxed to you last
Friday concerning the above matter.
Thanks for your help.
Very truly yours,
BOYCE, MURPHY, MCDOWELL & GREENFIELD
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Douglas J. Hajek
DJH:rvb
Enclosure
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.� �
RESOLUTION NO.
RESOLUTION AUTHORIZING THE EXECUTION OF A5SIGNMENT OF
LEASE BETWEEN THE BINKLEY COMPANY, A MISSOURI CORPORATION
( "ASSIGNOR" ) AND HOLLAND HITCH COMPANY, A MICHIGAN
CORPORATION ( "ASSIGNEE" ) AND AUTHORIZING CERTAIN OTHER
ACTIONS TO CARRY OUT SUCH ASSIGNMENT.
BE IT RESOLVED, by the City Commission of the City of
Brookings, South Dakota, as follows :
WHEREAS, the City adopted Ordinance No. 15-80 on March 11,
1980, which authorized the issuance of $1,000,000 Economic
Development Revenue Bonds, Series April 1, 1980 (the "1980 Bonds" ) ,
for the purpose of providing funds to pay the costs of acquiring
certain real property and providing for the construction of a
manufacturing facility, including the purchase of certain
buildings, improvements, machinery and equipment located and to be
located thereon (the "Project" ) , to be leased to John M. Prest and
Sara N. Prest ( "Prests" ) , as tenants, pursuant to a Lease Agreement
dated as of April 1, 1980, by and between the City and Prests (the
"Lease" ) ; and
WHEREAS, as provided in Section 6 . 1 of the Lease, Prests
subleased the Project to Prest Equipment Company, a Minnesota
corporation ( "Prest Equipment" ) , pursuant to a Sublease dated
April 1, 1980; and
WHEREAS, on December 31, 1986, Prests assigned their leasehold
interest in the Project to Prest Rack, Inc. , a South Dakota
corporation ( "Prest Rack" ) ; and
WHEREAS, pursuant to Resolution No. 8-89 adopted by the City
on February 7, 1989 Prest Rack assigned its interest in the Lease
to The Binkley Company, a Missouri corporation ( "Binkley" ) ,
whereupon Binkley expressly assumed the duties and obligations of
Prests under the Lease, and all other obligations of Prests under
the 1980 Bonds; and
WHEREAS, Binkley proposes to assign its interest in the Lease
to Holland Hitch Company, a Michigan corporation, or a wholly-
owned subsidiary thereof to be formed ( "Holland Hitch") whereupon
Holland Hitch will expressly assume the duties and obligations of
the Prests and Binkley under the Lease, and all other obligations
of the Prests and Binkley under the 1980 Bonds; and
WHEREAS, pursuant to Section 6 . 1 of the Lease, the Lease may
not be assigned without the prior written consent of the City and
the Trustee; and
WHEREAS, the City Commission further finds and determines that
it is necessary and desirable to permit the assignment of the
Lease, subject to the consent of the Trustee, and in connection
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therewith, for the City to enter into certain documents, and
approve the execution of the Assignment of Lease, together with
other documents as provided herein:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF BROOKINGS, SOUTH DAKOTA, AS FOLLOWS:
Section 1 . Consent and Authorization of Assignment of Lease.
The City hereby consents to the execution and delivery of the
proposed Assignment of Lease Agreement, in the form of Exhibit A
attached hereto, between Binkley and Holland Hitch, providing for
the assignment by Binkley and the assumption by Holland Hitch of
all of the rights and obligations under the Lease.
Section 2 . Execution of Documents . The Mayor of the City is
hereby authorized and directed to execute and deliver the Consent
to Assignment of Lease, in the form of Exhibit B attached hereto,
and such other documents, certificates and instruments as may be
necessary or desirable to carry out and comply with the intent of
this resolution, for and on behalf and as the act and deed of the
City. The City Finance Officer is authorized and directed to
attest to and affix the seal of the City to the assignment
documents and other such documents, certificates and instruments
which may be required hereunder.
Section 3 . Further Authority. The City shall, and the
officers and agents of the City are hereby authorized and directed
to take such action, and execute such other documents, certificates
and instruments as may be necessary or desirable to carry out and
comply with the intent of this resolution and to carry out, comply
with and perform the duties of the City with respect to the
assignment documents .
Section 4 . Effective Date. This resolution shall take effect
and be of full force and effect on the twentieth day after
publication, unless suspended by referendum.
Adopted this day of April, 1991 .
CITY OF BROOKINGS, SOUTH DAKOTA
By
Its Mayor
City Finance Officer
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