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HomeMy WebLinkAboutResolution 100-1991 ' . RESOLUTION NO. 100-91 A RESOLUTION AUTHORIZING THE ISSUANCE OF ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 1991 (LARSON MANUFACTURING COMPANY PROJECT) , OF THE CITY OF BROOKINGS, SOUTH DAKOTA, IN THE PRINCIPAL AMOUNT OF $800, 000, FOR THE PURPOSE OF PROVIDING FUNDS TO BE LOANED TO LARSON MANUFACTURING COMPANY, A SOUTH DAKOTA CORPORATION, FOR THE CONSTRUCTION OF AN ADDITION TO THE COMPANY'S MANUFACTURING PLANT AND FACILITIES LOCATED ON SUNRISE RIDGE ROAD APPROXIMATELY ONE BLOCK SOUTH OF THE INTERSECTION OF HIGHWAY 14 AND SUNRISE RIDGE ROAD WITHIN THE CITY LIMITS OF THE CITY OF BROOKINGS, SOUTH DAKOTA; APPROVING AND AUTHORIZING THE EXECUTION OF A DEPOSITORY AND DISBURSEMENT AGREEMENT, LOAN AGREEMENT, MORTGAGE - ONE HUNDRED EIGHTY DAY REDEMPTION, AND GUARANTY AGREEMENT WITH RESPECT TO SAID BONDS; MAKING CERTAIN FINDINGS AND DETERMINATIONS WITH RESPECT TO SAID PROJECT AND BONDS; AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN RELATED INSTRUMENT. WHEREAS, the purpose of Chapter 9-54 of the South Dakota Codified Laws ( the "Act") as found and determined by the Legislature is to promote the welfare of the State of South Dakota (the "State") by the provision of necessary economic development facilities, including manufacturing facilities; and WHEREAS, the City Commission (the "Commission") of the City of Brookings, South Dakota (the "City") has received from Larson Manufacturing Company, a South Dakota corporation (the "Company") , a proposal that the City undertake to finance a project (as hereinafter described) through the issuance of revenue bonds pursuant to the Act for use by the Company; and WHEREAS, the City desires to facilitate the selective development of the community and to help provide the range of services and employment opportunities required by its population, and the Project will assist the City in achieving theses objectives; and WHEREAS, prior to the issuance of the Bonds, Section 147 (f) of the Internal Revenue Code of 1986 (the "Code") requires that the City conduct a public hearing on the Project and the proposed financing with at least fourteen (14) days' advance notice of such hearing to be published in a locally circulated newspaper, and such notice was published, and said hearing was held in accordance with the notice. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF BROOKINGS, SOUTH DAKOTA, AS FOLLOWS: Section 1. The City Commission of the City of Brookings, South Dakota hereby finds and determines that: (a) In furtherance of the provisions of the Act and in order to promote, stimulate and develop the general economic welfare and prosperity of the City and of the State 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 to loan the proceeds of the Bonds hereinafter described to Larson Manufacturing Company, a South Dakota corporation, to purchase, construct and install the buildings, improvements, fixtures (the "Project") , and to issue for the aforesaid purposes the Economic Development Revenue Bonds, Series 1991 (Larson Manufacturing Company Project) , of said City in the principal amount of $800,000 (the "Bonds") , the Bonds to be issued under and secured by a Loan Agreement (and various instruments executed pursuant to the terms thereof) , between the Company and Norwest Bank South Dakota, National Association, in the City of Brookings, South Dakota (the "Bond Purchaser") , 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 City's issuance of $800, 000 principal amount of Economic Development Revenue Bonds, Series 1991 (Larson Manufacturing Company Project) , to be dated as of the date of the closing of the issuance, in substantially the form and content attached hereto as Exhibit A shall be and the same is in all respects hereby authorized, approved, and confirmed and, subject to approval by the City Attorney and the City Finance Officer of the final form of said Bonds, the Mayor, Finance Officer and other appropriate officials shall be and they are hereby authorized and directed to execute and seal the Bonds and to deliver the 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 Depository Agreement and the Loan Agreement, as described herein. Section 3. The Depository and Disbursement Agreement, dated as of December, 1, 1991 (the "Depository Agreement") , between the City and the First National Bank in Brookin s as De osito in g . P r'Y. substantially the form and content attached hereto as Exhibit B; and all of the terms and conditions therein shall be, and they hereby are, in all respects hereby authorized, approved and confirmed and, subject to approval by the City Commission and City Attorney of its final form, the Mayor and Finance Officer shall be and they are hereby authorized and directed to execute and deliver said Depository Agreement for and on behalf of the City to the Depository as provided therein. Section 4. The Loan Agreement dated as of December l, 1991 (the "Loan Agreement") , between the City, the Company and the Bond Purchaser, in substantially the form and content attached hereto as Exhibit C, and the pledging of the loan repayments therefrom for the security of the Bonds and the interest thereon shall be, and they hereby are, in all respects hereby authorized, approved and confirmed and, subject to approval by the City Finance Officer of its final form, the Mayor and Finance Officer shall be and they are hereby authorized and directed to execute and deliver said Loan agreement for and on behalf of the City. Section 5. The Promissory Note dated as of the date of the closing (the "Note") to be executed by the Company in favor of the City pursuant to the Loan Agreement, and assigned to the Bond Purchaser, is hereby approved in the form attached to this Resolution and marked Exhibit D. Section 6. The Mortgage - One Hundred Eighty day Redemption, dated as of December 1, 1991 (the "Mortgage") , from the Company to the City, and assigned to the Trustee, pursuant to which the Company has mortgaged the Project for the benefit of the City is hereby approved in the form attached to this Resolution and marked Exhibit E, which Mortgage the Trustee is authorized to accept, subject to approval by the City Attorney and City Finance Officer of its final form. Section 7. The Guaranty Agreement dated as of December 1, 1991 (the "Guaranty") between O. Dale Larson, an individual, and the Bond Purchaser, pursuant to which O. Dale Larson has guaranteed the obligations of the Company pursuant to the Loan Agreement, is hereby approved in the form attached to this Resolution and marked Exhibit F, which Guaranty the Bond Purchaser is authorized to accept. Section 8. The sale of the Bonds to Norwest Bank South Dakota, National Association, in the City of Brookings, for the sum of $800, 000 is hereby authorized, approved, ratified and confirmed. The City officials are hereby authorized and directed to deliver the Bonds to the Bond Purchaser therein identified upon receipt of the purchase price to be deposited as provided in the Depository Agreement and the Loan Agreement. Section 9. The Bonds, together with the interest thereon, shall be limited obligations of the City payable solely out of the payments, revenue and receipts received by the City pursuant to the Loan Agreement and the Note, which payments, revenues and receipts are hereby and in the Loan Agreement pledged and assigned for the equal and ratable payment of the Bonds and shall be used for no other purpose than to pay the principal of and interest on the Bonds, except as may be otherwise expressly authorized in the Loan Agreement. 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 10. If any section, paragraph, clause or provision of this Resolution (including the Exhibits hereto attached which are made a part thereof 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 Resolution or of the said Exhibits. Exhibits A, B, C, D, E and F (together, the "City Documents") herein referred to and made a part of . . , � this Resolution 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 11. The Mayor, Finance Director, 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. The execution of the City Documents by the Mayor and the City Finance Officer shall be conclusive evidence of the I City's approval of the City Documents. Section 12 . This Resolution shall take effect and be in full force on the twentieth day after its publication unless suspended by a referendum, and after becoming effective, shall be irrepealable. Passed and approved this 19th day November, 1991. o�'� Y � �� 8 �� � � � �' � Map'or � 1883 o - - � ti - Finance Officer -