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HomeMy WebLinkAbout00-274.docJUNE 27, 2000 REVISED 00-274 RESOLUTION (CARRIED 7-0 LOST LAID OVER WITH DRAWN PURPOSE: INITIATED BY: INITIAL RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING (OSHKOSH COIL SPRING, INC. PROJECT) CITY ADMINISTRATION WHEREAS, the City of Oshkosh, Wisconsin (the "Municipality") is organized and existing under and pursuant to the laws of the State of Wisconsin and is authorized by Section 66.521, Wisconsin Statutes, as amended (hereinafter sometimes referred to as the "Act"), to: (a) issue revenue bonds to finance all or any part of the costs of the construction, equipping, reequipping, acquisition, purchase, installation, reconstruction, rebuilding, rehabilitation, improving, supplementing, replacing, maintaining, repairing, enlarging, extending or remodeling of a project which qualifies under the Act and the improvement of the site therefor; and (b) enter into a revenue agreement with an eligible participant pursuant to which the eligible participant agrees to cause said project to be constructed and to pay the Municipality an amount of funds sufficient to provide for the prompt payment when due of the principal of and interest on said revenue bonds; and WHEREAS, Trembly Enterprises, LLC, a Wisconsin limited liability company, Oshkosh Coil Spring, Inc., a Wisconsin corporation ("Oshkosh Coil Spring"), Jeffrey S. Trembly and Wayne A. Trembly (individually or as a part of any combination, joint venture, limited liability company, or partnership of which any of the above are a part, the "Borrower"), has been considering undertaking a project consisting of constructing and equipping an addition to the Borrower's existing manufacturing facility located within the Municipality to be used in connection with Oshkosh Coil Spring's business of manufacturing compression, extension and torsion springs (the "Project"); and WHEREAS, the Borrower has represented to the Municipality that it would be an encouragement and inducement for the Borrower to proceed if the Project could be financed with revenue bonds; and · WHEREAS, the Borrower has estimated that the cost of the Project would be approximately $4,000,000; and WHEREAS, prior to the adoption of this Resolution, a statement providing a good faith estimate of attorney fees which are expected to be paid from proceeds of the revenue bonds was filed with the Clerk and with the Department of Commerce of the State of Wisconsin; and WHEREAS, it is in the public interest of the Municipality to promote, attract, stimulate, rehabilitate and revitalize commerce, industry and manufacturing, to promote the betterment of the environment and the economy of the Municipality and to stimulate a large flow of private investment funds into the Municipality; and WHEREAS, it is the finding and determination of this body that the Project is a qualified "project" within the meaning of the Act and that the Borrower is an "eligible participant" within the meaning of the Act; and WHEREAS, it is the finding and determination of this body that the Municipality would derive public benefits from the Project and its operation, including by way of illustration but not limitation the following: the provision and increase of gainful employment opportunities for the citizens of the Municipality; the stimulation of the flow of investment capital into the Municipality with resultant beneficial effects on the economy in the Municipality; and the preservation and enhancement of the Municipality's tax base; and WHEREAS, it is the finding and determination of this body that the public interest will be served if the Municipality were to encourage and induce the Borrower to undertake the Project in the Municipality; NOW, THEREFORE, BE IT RESOLVED: 1. Subject to the conditions specified in paragraph 2, the Municipality shall pursue and consummate a financing having the following elements: (a) The Municipality shall issue revenue bonds pursuant to the Act at one or more times, in one or more series in an aggregate principal amount not in excess of $4,000,000 as the Borrower shall request; provided, however, that the actual aggregate principal amount of such bonds shall not be greater than the then estimated aggregate cost of providing the Project and paying the costs incident to the financing thereof (said bonds being hereinafter called the "Bonds"). (b) The Bonds shall be limited obligations of the Municipality payable by the Municipality solely out of revenues derived from the Borrower or otherwise provided for pursuant to the terms of a loan or similar agreement (hereinafter called the "Revenue Agreement") to be entered into between the Municipality and the Borrower, and the Municipality may assign the Revenue Agreement and pledge the revenues and amounts to be derived therefrom to the holder(s) of the Bonds or to a trustee under an indenture of trust, and the Municipality may enter into such other appropriate arrangements which may be necessary, including without limitation the acceptance of a mortgage and/or security interest in all or part of the Project or other property owned by the Borrower, in order to further secure payment of principal of, premium, if any, and interest on the Bonds. (c) The Revenue Agreement shall require the Borrower to acquire, construct or install the Project and to provide the Municipality with revenues sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. (d) The Bonds shall have such maturities, interest rates and redemption limitations as the Borrower and the initial Bond purchaser(s) shall propose. (e) The Revenue Agreement shall require the Borrower to submit to the Wisconsin Department of Commerce within 12 months after the completion of the project or two years after the issuance of the Bonds, whichever is sooner, the net number of jobs eliminated, created or maintained on the project site and elsewhere in Wisconsin as a result of the Project. conditions: The issuance of the Bonds by the Municipality shall be on the following (a) THE BONDS ISSUED TO FINANCE THE COSTS OF THE PROJECT SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF THE MUNICIPALITY WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE MUNICIPALITY OR ITS OFFICERS OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS. THE BONDS SHALL BE LIMITED OBLIGATIONS OF THE MUNICIPALITY PAYABLE BY IT SOLELY OUT OF THE REVENUES DERIVED FROM THE BORROWER OR OTHERWISE PROVIDED FOR PURSUANT TO THE TERMS OF A REVENUE AGREEMENT TO BE ENTERED INTO BETWEEN THE MUNICIPALITY AND THE BORROWER. (b) The Borrower shall be responsible for finding a purchaser or purchasers for all of the Bonds. (c) Prior to the issuance of the Bonds; (i) the electors of the Municipality shall have been given the opportunity to petition for a referendum on the matter of the Bond issue as required by the Act; (ii) either no such petition shall be timely filed or such petition shall have been filed and said referendum shall have approved the Bond issue; and (iii) this body, by further resolution, shall have authorized and approved the terms of the Bonds and the Revenue Agreement. (d) The Bonds shall be issued pursuant to the Act, and the delivery of the Bonds shall be accompanied with the unqualified approving legal opinion of a nationally recognized firm of bond attorneys as shall be acceptable to the Municipality and the Borrower. 3. All out-of-pocket costs including those of the Municipality in connection with the issuance and sale of the Bonds shall be paid either from the proceeds of the Bonds or by the Borrower. 4. The Clerk shall cause notice of adoption of this Resolution to be published once in the Municipality's official newspaper for the publication of notices pursuant to Chapter 985 of the Wisconsin Statutes and shall cause evidence of publication (including a copy of the notice as published) indicating the date of publication of such public notice to be filed with the Secretary of the Department of Commerce of the State of Wisconsin or such Secretary's successor within 20 days following 3ublication of such notice. · 5. This Resolution is an "initial resolution" within the meaning of the Act and official action toward issuance of the Bonds for purposes of Sections 103 and 144 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Furthermore, it is the reasonable expectation of the Municipality that proceeds of the Bonds may be used to reimburse expenditures made on the Project prior to the issuance of the Bonds. The maximum principal amount of debt expected to be issued for the Project on the date hereof is $4,000,000. This statement of official intent is made pursuant to Internal Revenue Code §1.150-2. 6. This Resolution shall be effective immediately upon its passage and approval. Unless the Bonds shall have been issued prior thereto, the authorities and authorizations given by this Resolution shall expire on the second anniversary date of the date of adoption of this Resolution or on such later date as this body may specify by resolution adopted either before or after such date. 7. The appropriate officers of the Municipality are hereby authorized to negotiate terms of the Bond Purchase Agreement, the Revenue Agreement, any instrument of conveyance, any mortgage or security agreement, a Trust Indenture and any other documents to properly complete the financing, provided that all such terms, documents and procedures shall be subject to the conditions of this resolution and the provisions of the Act. 8. The Clerk shall cause a public hearing to be held as soon as practicable following the adoption of this Resolution at which all interested persons shall be afforded an opportunity to express their views with respect to the issuance of the Bonds and shall cause notice of such public hearing to be published in the manner required by law. 9. The Proceeds of the sale of the Bonds will be used only in connection with the Project to be located within the Municipality. Adopted and recorded this 27th day of June, 2000. CITY OF OSHKOSH WINNEBAGO COUNTY, WISCONSIN This is to certify that the foregoing resolution was adopted by the Common Council of the City of Oshkosh, Wisconsin at a meeting held on the 27th day of June, 2000. Pamela R. Ubrig, City Clerk (Form of Notice to be Published by the Clerk) REVISED NOTICE TO ELECTORS OF THE CITY OF OSHKOSH · TAKE NOTICE that the governing body of the City of Oshkosh, Wisconsin, at a lawful meeting held on the 27th day of June, 2000, adopted an initial resolution, pursuant to Section 66.521 of the Wisconsin Statutes, as amended, authorizing the issuance at one or more times, in one or more series of not to exceed $4,000,000 aggregate principal amount of revenue bonds (the "Bonds") on behalf of Trembly Enterprises, LLC, a Wisconsin limited liability company, Oshkosh Coil Spring, Inc., a Wisconsin corporation ("Oshkosh Coil Spring"), Jeffrey S. Trembly and Wayne A. Trembly (individually or as a part of any combination, joint venture, limited liability company, or partnership of which any of the above are a part, the "Borrower"). The purpose of the bond issue is to finance costs of constructing and equipping an addition to the Borrower's existing manufacturing facility located within the Municipality to be used in connection with Oshkosh Coil Spring's business of manufacturing compression, extension and torsion springs (hereinafter called the "Project"). It is expected that the issuance of the Bonds and the completion of the Project will result in the creation of 100 full-time equivalent jobs at the project site over the next three years. In addition, 92 full- time equivalent jobs will be maintained at the Borrower's existing manufacturing facility located at 3575 N. Main Street, Oshkosh, Wisconsin. THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION. THE BONDS SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE CITY OR ITS OFFICERS OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWER. THE BONDS SHALL BE LIMITED OBLIGATIONS OF THE CITY PAYABLE BY THE CITY SOLELY OUT OF REVENUES DERIVED FROM THE BORROWER OR OTHERWISE PROVIDED FOR PURSUANT TO THE TERMS OF A REVENUE AGREEMENT TO BE ENTERED INTO BETWEEN THE CITY AND THE BORROWER. The aforesaid initial resolution is a public document and may be inspected by an elector of the City at the City Hall, 215 Church Avenue, City of Oshkosh, Wisconsin, during business hours. TAKE FURTHER NOTICE that the electors of the City of Oshkosh may petition for a referendum on the question of the Bond issue. Section 66.521(10)(d) of the Wisconsin Statutes, provides: "(d) The governing body may issue bonds under this section without submitting the proposition to the electors of the municipality for approval unless within 30 days from the date of publication of notice of adoption of the initial resolution for such bonds, a petition, signed by not less than 5% of the registered electors of the municipality, or, if there is no registration of electors in the municipality, by 5% of the number of electors of the municipality voting for the office of governor at the last general election as determined under s. 115.01 (13), is filed with the clerk of the municipality requesting a referendum upon the question of the issuance of the bonds. If such a petition is filed, the bonds shall not be issued until approved by a majority of the electors of the municipality voting thereon at a general or special election." TAKE FURTHER NOTICE that the governing body of the City of Oshkosh, Wisconsin, at a lawful meeting held on the 27th day of June, 2000, did also adopt the following resolution: RESOLUTION RELATING TO WAIVER OF SECTION 66.521(11 )(b)l. REQUIREMENTS IN CONNECTION WITH AN INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING (OSHKOSH COIL SPRING, INC. PROJECT) WHEREAS, this body has adopted a resolution entitled "Initial Resolution Relating to Industrial Development Revenue Bond Financing (Oshkosh Coil Spring, Inc. Project)" (the "Initial Resolution"); and WHEREAS, the Initial Resolution provides that upon certain conditions the City of Oshkosh, Wisconsin (the "Municipality"), shall issue industrial development revenue bonds pursuant to Section 66.521, Wisconsin Statutes, as amended (the "Act") to finance a project in the Municipality to be undertaken by Trembly Enterprises, LLC, a Wisconsin limited liability company, Oshkosh Coil Spring, Inc., a Wisconsin corporation ("Oshkosh Coil Spring"), Jeffrey S. Trembly and Wayne A. Trembly (individually or as a part of any combination, joint venture, limited liability company, or partnership of which any of the above are a part, the "Borrower"); and WHEREAS, the Borrower has represented that the project is for the purpose of constructing and equipping an addition to the Borrower's existing manufacturing facility located within the Municipality to be used in connection with Oshkosh Coil Spring's business of manufacturing compression, extension and torsion springs (hereinafter called the "Project"); and WHEREAS, Section (11)(b)1. of the Act contains provisions requiring competitive bidding for certain construction contracts with regard to the construction of projects financed under the Act; and WHEREAS, Section (11)(b)2. of the Act empowers the governing body of a municipality to waive the requirements of Section (11)(b)1. with respect to a particular project; NOW, THEREFORE, BE IT RESOLVED: It is the finding and determination of this body that the Municipality will not control the design, costs, construction or operation of the Project; that no public moneys will be expended for the Project; that the Municipality will have no beneficial ownership in the Project; that the primary reason for requiring competitive bidding for construction of municipal projects is to protect the taxpayers against excessive expenditures of public funds and that such reason, although sound as applied to public works, is not applicable to the Project in which no general funds or tax revenues of the Municipality will be used or put at risk; that it would be more efficient and expedient for the accomplishment of the public purposes of the revenue bond issue if the Borrower were to have complete control over the letting of contracts for construction for the Project. Therefore, the Municipality does hereby waive the provisions of Section (11 )(b)l. of the Act with regard to the Project. Pamela R. Ubrig City Clerk City of Oshkosh · Indicates Revisions