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South Dakota

TITLE XIV

ISSUANCE OF ECONOMIC DEVELOPMENT REVENUE BONDS

Chapter 14.01     Issuance of Economic Development Revenue Bonds

14.0101     Purpose

It has been proposed that the municipality undertake a project whereby it would issue its Economic Development Revenue Bonds (Satellite Cable Service-II, Inc. Project), Series 1982, to aquire certain real property, improvements to be constructed on such real property and equipment to be installed in such improvements and throughout the municipality, suitable for use as a cable television system (the Project), and lease the same to Satellite Cable Service-II, Inc., a South Dakota corporation (the Company).

The Scotland City Council gave preliminary approval to the Project by resolution duly adopted August 31, 191, and pursuant to that resolution, the following documents relating to the Project have been submitted to the City and are now, and shall be placed, on file in the office of the City Auditor.

14.0102     Effective Date

     1)  Lease, dated as of August 1, 1982, proposed to be made and entered into between the Municipality and the

          Company, as Tenant;

     2)  Mortgage and indenture of Trust (the Indenture) dates as of August 1, 1992, proposed to be made and

          entered into between the Municipality and the First National Bank in Sioux Falls, Sioux Falls, South Dakota

          (the Trustee); and

     3)  Guaranty agreement (the Guaranty), proposed to be executed and delivered by the Company and the

          principal stockholders of the Company to the Trustee.


14.0103     Interpretation

It is hereby found, determined, and declared that:

     1)  In furtherance of the provisions of South Dakota Codified Laws, Chapter 9-54, as amended, and in order to

          stimulate and develop the general economic welfare of the Municipality through the promotion and

          advancement of commercial development, it is necessary and advisable to authorize the issuance of the

          Municipality’s Economic Development Revenue Bonds (Satellite Cable Services-II, Inc. Project), Series 1982

          (the bonds) in the principal amount of $100,000, to finance the Project which comprises real or personal

          property or both, useful for the foregoing purposes.

     2)  The proceeds of the Bonds will be used only to purchase, construct, and improve buildings, structures or

          equipment and to pay interest on the Bonds during the construction period.

     3)  The Project will be situated in the Municipality.

     4)  The Project, is in being, would promote the welfare in the Municipality.

     5)  The Lease is an agreement of lease or sale of the Project upon rentals or purchase payments extending for

          a term not to exceed 30 years with a person, firm, corporation or governmental entity.

     6)  The Bonds are to be paid exclusively from the revenue produced by the Project financed by the use of the

          proceeds of the bonds, including rentals and payments due under the Lease or form the mortgage of the

          Project pursuant to the Indenture.

     7)  The principal and interest on the Bonds is payable solely and only from the fund provided under the

          Indenture for such payments, and the Bonds shall not in any respect be a general obligation of the

          Municipality, nor shall they be payable in any manner by taxation.

     8)  The Municipality has granted the Company a franchise to operate a cable television system within the

          Municipality, pursuant to the “Scotland Community Antenna Television Franchise Ordinance”.

14.0104     Warranty Deed

The forms of Lease, Indenture, and Guaranty referred to in Section 14.0101 are approved. The Municipality agrees to accept the conveyance by warranty deed of the real estate on which a part of the Project is to be located and hereby authorizes the construction and equipping of the Project as provided by the Lease. The Lease, with such variations, insertions, and additions as the City Attorney may hereafter deem appropriate, is directed to be executed in the name and on behalf of the Municipality by the Mayor and City Auditor, upon execution thereof by the appropriate officers of the Company.

The Indenture, with such variations, insertions, and additions as the City Attorney may hereafter deem appropriate, is directed to be executed in the name and on behalf of the Municipality by the Mayor and City Auditor and delivered to the Trustee. Copies of all of the documents shall be delivered, filed, and recorded as provided therein.

14.0105     Issuance of Bonds

The Municipality shall proceed forewith to issue the Bonds, dated as of August 1, 1982, in the principal amount of $100,000, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this ordinance and made a part hereof.

The proposal of the Farmers & Merchants State Bank, to purchase such bonds at a price of 100% of their principal amount plus accrued interest, is hereby accepted. The Mayor and City Finance Officer are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Ordinance and other documents required by the Indenture, for authentication and delivery of the purchaser.

The Mayor and City Finance Officer and other officers of the Municipality are authorized and directed to prepare and furnish to the purchaser of the Bonds, when issued, certified copies of all proceedings and records of Municipality relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officers’ custody control or as otherwise known to them; and such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Municipality as to the truth of all statements contained herein.

The City Finance Officer is hereby designated as Municipal Representative and the Mayor as alternate Municipal Representative, for all purposes of the Lease and Indenture, with full authority to do, on behalf of the Municipality, all those things required or authorized in the Lease and Indenture b action or upon certificate of the Municipal Representative.

In absence of the Mayor or City Finance Officer, the acting Mayor or Deputy City Finance Officer are authorized to execute the documents referred to above with the same force and effect as if signed by the Mayor and City Finance Officer. The execution of any of the documents authorized by this Ordinance to be executed shall be conclusive evidence of the approved of such documents by the Municipality.