HomeMy WebLinkAboutUntitled RESOLUTION NO. 41-10
Resolution Authorizing the Execution, Terms, Issuance, Sale and Payment of Sales
Tax Revenue Bonds in the Aggregate Principal Amount of not to exceed Seven
Million Dollars ($7,000,000), of the City of Brookings of Brookings County, SD.
Whereas, the City of Brookings (the "City") and Brookings County (the "County") are
intending to construct an Intergovernmental Administration Building to facilitate the efficient
use of governmental services; and
Whereas, the City and County intent to enter into an agreement for the joint use and
operation of the Intergovernmental Building; and
Whereas, each governmental entity must provide funds for the construction thereof; and
Whereas, the City of Brookings is authorized by the provisions of SDCL §§10-52-2.10 to issue
Sales Tax Revenue Bonds to fund capital improvements and land acquisition pursuant to the
provisions of Chapter 16 of the Revised Ordinances of Brookings, South Dakota; and
Whereas, the City Council has determined and does hereby declare that is necessary and in the
best interest of the City to issue Sales Tax Revenue Bonds for the purpose of providing funds
by appropriation to (i) acquire real property; (ii) construction of new Intergovernmental
Administration Building; and (iii) pay the Costs of Issuance of the Bonds described herein.
Now Therefore, Be It Resolved by the City Council of the City of Brookings of
Brookings County, as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definition of Terms.
In addition to the words and terms elsewhere defined in this Bond Resolution, the following
words and terms as used herein, whether or not the words have initial capitals, shall have the
following meanings, unless the context or use indicates another or different meaning or intent,
and such definitions shall be equally applicable to both the singular and plural forms of any of
the words and terms herein defined:
"Act" means collectively SDCL Chapter 6-8B and Chapter 10-52, as amended.
"Authorized Officer of the City" means the Mayor and the Finance Officer, or, in the case of
any act to be performed or duty to be discharged, any other member, officer, or employee of
the City then authorized to perform such act or discharge such duty.
"Bond Counsel" means Meierhenry Sargent LLP, a firm of attorneys recognized as having
experience in matters relating to the issuance of state or local governmental obligations.
"Book-Entry Form" or "Book-Entry System" means a form or system, as applicable, under which
physical certificates in fully registered form are issued to a Depository or to its nominee as
Registered Owner, with the certificated certificates being held by and "immobilized" in the
custody of such Depository, and under which records maintained by persons, other than the
City or the Registration Agent, constitute the written record that identifies, and records the
transfer of the beneficial "book-entry" interests in those Bonds.
"Bond Insurer" means a municipal bond insurance company which has the highest rating for the
rating agencies.
"Bond Payment Date" means each June I and December I in the years 2011 through 2030.
"Bond Purchase Agreement" means the agreement between the City and the Underwriter for
the purchase of the Bonds.
"Bond Resolution" means the within Resolution, duly adopted by the City Council on the date
hereof, as it may be amended from time to time.
"Bondholder", "Holder" and "Registered Owner" means the registered owner of a Bond,
including any nominee of a Depository.
"Bonds" mean not to exceed $7,000,000 of Sales Tax Revenue Bonds, Series 20I0A, dated the
Closing Date, or such other designation or date as shall be determined by the City Council
pursuant to Section 8.1 hereof, authorized and issued under the Bond Resolution.
"City" means the City of Brookings, Brookings County, South Dakota, a home rule form of
municipality organized under the State of South Dakota.
"City Council" means the City Council of the City elected pursuant to the provisions of the
SDCL Title 9.
"City Finance Officer" means the City Finance Officer of the City appointed pursuant to the
provisions of South Dakota Codified Laws Title 9 or, in the absence of such appointment or in
the event the person so appointed is unable or incapable of acting in such capacity, the person
appointed by the City Council to perform the duties otherwise performed by the City Finance
Officer, or his/her designee.
"Closing Date" means the date the Bonds are exchanged for value.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations
of the United States Department of Treasury promulgated thereunder as in effect on the date
of issuance of the Bonds.
"Costs of Issuance" means all costs, fees, charges and expenses incurred in connection with the
issuance of the Bonds, including costs for bond insurance and rating agency fees.
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"Debt" means (I) indebtedness of the City for borrowed money or for the deferred purchase
price of property or services, and expressly including the obligation to pay principal and interest
on or with respect to revenue bonds, (2) the obligation of the City as lessee under leases which
should be recorded as capital leases under generally accepted accounting principles, and (3)
obligations of the City under direct or indirect guarantees in respect of, and obligations,
contingent or otherwise, to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds referred to in
subdivisions (I) and (2) above.
"Depository" means any securities depository that is a clearing agency under federal laws
operating and maintaining, with its participants or otherwise, a Book-Entry System, including,
but not limited to DTC.
"DTC Participant(s)" means securities brokers and dealers, banks, trust companies and clearing
corporations that have access to the DTC system.
"DTC" means the Depository Trust Company, a limited purpose company organized under the
laws of the State of New York, and its successors and assigns.
"Improvements" means the acquisition of real property and construction of Intergovernmental
Administration Building.
"Interest Payment Dates" means each June I and December I, commencing June I, 2011.
"Intergovernmental Administration Building" means the joint County and City Building built
"Letter of Representation" means the Issuer Letter of Representations or Blanket Issuer Letter
of Representations to DTC of the City.
"Mayor" means the Mayor elected pursuant to the provisions of SDCL § 9-8-1 or his or her
designee acting on his or her behalf pursuant to the Charter.
"Minimum Reserve" means the lesser of (i) 10% of the original principal amount of, (ii) the
maximum annual debt service on or, (iii) 125% of the average annual debt service on, all
Outstanding Bonds having a parity lien on the Pledged Revenues.
"Official Statement" and "Preliminary Official Statement" means that Official Statement and
Preliminary Official Statement described in Section 8.2 hereof pertaining to the sale of the
Bonds.
"Original Issue Discount or O.I.D." means the difference between the issue price and the stated
redemption price at maturity. The stated redemption price is determined without regard to
optional call dates.
"Original Issue Premium or O.I.P." means the difference between the issue price and the stated
redemption price at maturity. The stated redemption price is determined without regard to
optional call dates.
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"Outstanding", "Bonds Outstanding", or "Outstanding Bonds" means, as of a particular date all
Bonds issued and delivered under this Bond Resolution except: (I) any Bonds paid or
redeemed or otherwise canceled by the City at or before such date; (2) any Bond for the
payment of which cash, equal to the principal amount thereof with interest to date of maturity,
shall have theretofore been deposited prior to maturity by the City for the benefit of the
Owner thereof; (3) any Bond for the redemption of which cash, equal to the redemption price
thereof with interest to the redemption date, shall have theretofore been deposited with the
Registration Agent and for which notice of redemption shall have been mailed in accordance
with this Bond Resolution; (4) any Bond in lieu of or in substitution for which another Bond
shall have been delivered pursuant to this Resolution, unless proof satisfactory to the City is
presented that any Bond, for which a Bond in lieu of or in substitution therefor shall have been
delivered, is held by a bona fide Underwriter, as that term is defined in Article 8 of the Uniform
Commercial Code of the State, as amended, in which case both the Bond in lieu of or in
substitution for which a new Bond has been delivered and such new Bond so delivered therefor
shall be deemed Outstanding; and, (5) any Bond deemed paid under the provisions of Article VII
of this Resolution, except that any such Bond shall be considered Outstanding until the maturity
or redemption date thereof only for the purposes of being exchanged, transferred, or
registered.
"Person" means an individual, partnership, corporation, trust, or unincorporated organization,
or a governmental entity or agency or political subdivision thereof.
"Pledged Revenues" means the Sales Tax.
"President" means the President of the City Council who may act for the Mayor in the absence
of the Mayor.
"Purchase Agreement" means the Bond Purchase Agreement authorized pursuant to and
described in Section 8.1 hereof by and between the City and the Underwriter.
"Rating Agency" means one or more of the following rating agencies: Standard & Poor's Credit
Market Services, Moody's Investors Service Inc. and Fitch IBCA, Inc.
"Record Date" means such dates set forth in the Bond Purchase Agreement.
"Registration Agent" means Wells Fargo Bank, NA, Minneapolis, Minnesota, its successor or
successors hereafter appointed in the manner provided in Article VI hereof.
"Resolution" means this Bond Resolution.
"Reasonably Require Reserve" means an amount, if required, which will comply with the
Internal Revenue Regulations specifying the maximum amount in a reserve fund permitted to be
invested without regard to investment yield.
"Sales Tax" means the City two percent tax on the gross receipts of all persons engaged in
business within the jurisdiction of the City who are subject to the South Dakota Retail
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