HomeMy WebLinkAboutResolution 021-2013 Resolution No. 21-13
Authorizing Prepayment And Refunding Of A Portion Of A Lease Agreement;
Approving The Execution Of A Second Lease Agreement 2013A And An
Amended And Restated Irrevocable Declaration Of Trust By First Bank And
Trust,As Trustee; Providing For The Execution,Sale And Delivery Of Not To
Exceed $5,000,000 Aggregate Original Amount Of Refunding Certificates Of
Participation Series 2013A In The Lease-Purchase Agreement 2013A
Pursuant To A Certificate Purchase Agreement And The Application Of The
Proceeds Thereof To Prepay A Portion Of The Lease Agreement And
Authorizing And Approving Other Actions And Agreements Necessary To
Consummate The Contemplated Improvement And Financing
Whereas, the City of Brookings (the "City") pursuant to Resolution No. 112-12 into a Ground
Lease, Lease Agreement and Declaration of Trust, as the terms are defined therein, all dated
October 1, 2012; and
Whereas, it is declared necessary pursuant to and in accordance with SDCL §§ 6-8B-30 through
6-8B-52 that the City refund and prepay a portion of the Lease Agreement and enter into an
Second Lease Agreement 2013A (the "Second Lease Agreement") and Amended and Restated
Declaration of Trust ("Amended Declaration of Trust") in order to save the City debt service on
the Lease Agreement.
Now,Therefore, Be It Resolved by the City Council of the City of Brookings as follows:
Section 1. Authorization and Approval of Transactions. Subject to the terms and conditions set
forth herein, the City hereby (i) authorizes the prepayment and refunding of $5,000,000 of the
Lease Agreement, (ii) authorizes the Second Lease Agreement 2013A on an annual
appropriation basis for an initial lease term and renewal terms not to exceed in the aggregate 30
years, and (iii) approves the Trustee's execution of the Amended and Restated Declaration of
Trust, (iv) approves the Trustee's execution and delivery of Certificates of Participation in the
Second Lease Agreement 2013A (the 2013A Certificates) payable as to principal in an aggregate
original amount not exceeding $5,000,000, to the First Bank and Trust ( the "Purchaser")
pursuant to the Amended and Restated Declaration of Trust and a Certificate Purchase
Agreement between the City and the Purchaser (the "Certificate Purchase Agreement") and the
use of the proceeds thereof to partially prepay and refund the Lease Agreement, and to pay the
expenses incurred in connection with the execution and delivery of the Certificates. The Second
Lease Agreement 2013A and the Certificates of Participation, Series 2013A are designated as
qualified tax-exempt obligations under the Internal Revenue Code and regulations.
Section 2. Approval of Documents. The City hereby approves (i) the Amended and Restated
Declaration of Trust, (ii) the Second Lease Agreement 2013A, and (iii) the Certificate Purchase
Agreement, in substantially the respective forms thereof presented at this meeting.
Section 3. Certificates of Participation. The 2013A Certificates shall be executed and delivered
in fully-registered form, shall be dated and numbered, shall be payable as to principal in the
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denominations of $5,000 and integral multiples thereof and in such amounts (not exceeding in
the aggregate $10,000,000) and on such dates (not later than thirty years), shall be payable as
to interest at such rate or rates to be negotiated by the Authorized Officer and shall be subject
to prepayment upon such terms and conditions, in such amounts and on such dates as may be
specified in the Declaration of Trust and in the executed Certificate Purchase Agreement. The
Mayor, the Clerk and the Finance Manager (each an "Authorized Officer") of the City are hereby
authorized and empowered for and on behalf of the City to approve the Certificate Purchase
Agreement, his or her execution and delivery thereof to evidence conclusively the City's
approval thereof.
Section 4. Execution and Delivery of Documents. Each Authorized Officer of the City is
authorized and empowered for and on behalf of the City to execute and deliver (i) Second Lease
Agreement 2013A, in substantially the respective forms thereof presented at this meeting or
with such changes therein and modifications thereto as may be approved by the Authorized
Officer executing and delivering the same on behalf of the City, such execution and delivery to
evidence conclusively such approval.
Section 5. Bond Counsel. The City hereby selects Meierhenry Sargent LLP to provide bond
counsel services with respect to the execution and delivery of the Certificates as is necessary in
order to accomplish the purposes of this Resolution. Any contracts for the provision of such
services shall be executed by an Authorized Officer, and the execution of such contracts shall
represent approval by the City of the terms of such contracts. The fees, costs and expenses with
respect to the foregoing shall be paid from the proceeds of the sale of the Certificates or any
other legally available moneys.
Section 6. Miscellaneous. Each Authorized Officer and any other agent or employee of the City
is hereby authorized and empowered to take such other actions and execute and deliver such
other instruments and agreements, including appropriate tax certifications and other closing
certificates, as may be necessary or appropriate for the purposes of consummating the
transactions contemplated herein, the necessity therefor and the appropriateness thereof to be
evidenced conclusively by any such Authorized Officer's taking any such action or executing and
delivering any such instrument, agreement or certificate and all actions taken heretofore and
hereafter pursuant to the authority hereof are hereby authorized, ratified and approved for and
as the actions of the City.
Passed and approved this 26th day of February, 2013.
CITY OF B OOKINGS, SD
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:ATTEST:' Tim Reed, Mayor
G'
r an*® nes, City Clerk
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