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HomeMy WebLinkAbout00-468.docNOVEMBER 28, 2000 00-468 RESOLUTION (CARRIED 7-0 WITHDRAWN ) LOST LAID OVER PURPOSE: AUTHORIZE VARIABLE RATE IDRB/OSHKOSH COIL SPRINGS INITIATED BY: CITY ADMINISTRATION BY THE COMMON COUNCIL OF THE CITY OF OSHKOSH RESOLUTION AUTHORIZING CITY OF OSHKOSH, WISCONSIN VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS SERIES 2000A AND SERIES 2000B (TAXABLE) (OSHKOSH COIL SPRING, INC. PROJECT) (THE "BONDS") WHEREAS, in a resolution adopted on June 27, 2000, by the Common Council of the City of Oshkosh, Wisconsin (sometimes herein called the "Municipality" or the "Issuer"), the Issuer expressed its intent, and authorized and directed its officers, to work toward the consummation of a financing agreement with Oshkosh Coil Spring, Inc., a Wisconsin corporation ("Oshkosh Coil Spring"), and Trembly Enterprises, LLC, a Wisconsin limited liability company ("Trembly Enterprises" and together with Oshkosh Coil Spring collectively referred to herein as the "Borrower"), pursuant to which the Municipality would issue its industrial revenue bonds pursuant to Section 66.521, Wisconsin Statutes, as amended (the "Act"), in the amount of $4,000,000 for the purpose of financing costs of, among other things, constructing and equipping an addition to the Borrower's existing manufacturing facility located in the Municipality to be used in connection with Oshkosh Coil Spring's business of manufacturing compression, extension and torsion springs (the "Project"); and WHEREAS, it has been determined that the Borrower will undertake the Project and in reliance upon such resolution, the Borrower has commenced the Project and the payment of related costs, has entered into negotiations with the initial purchaser for purchase of the Bonds to be so issued and caused to be prepared and herewith submitted to this Common Council forms of the following documents: (a) A Bond Purchase Agreement, (the "Bond Purchase Agreement"), to be entered into between the Issuer, the Borrower and Banc One Capital Markets, Inc., as Underwriter (the "Underwriter"), setting forth the terms and conditions on which the Issuer will issue and the Underwriter will purchase the Bonds; and (b) A Trust Indenture, to be dated as of December 1, 2000 (the "Indenture"), to be entered into between the Issuer and the corporate trustee hereinafter designated (the "Trustee"), providing for the creation of the Bonds, the terms thereof and the security therefor; and (c) A Loan Agreement, to be dated as of December 1, 2000 (the "Loan Agreement"), to be entered into between the Issuer and the Borrower providing for a loan of the proceeds of the sale of the Bonds from the Issuer to the Borrower to enable the Borrower to finance the Project; and (d) The Promissory Note from the Borrower (the "Note") to be issued by the Borrower payable to the order of the Issuer in the aggregate principal amount of $2,100,000 as evidence of the borrowing provided for in the Loan Agreement and to be assigned by the Issuer to the Trustee; and WHEREAS, the issuance of the Bonds by the Issuer and its entrance into the Bond Purchase Agreement, Indenture and Loan Agreement, as herein recited and provided, in the judgment of this Common Council will serve the intended accomplishments and in all respects conform to the provisions and requirements of the Act; and WHEREAS, the Borrower has made representations to the Issuer (to be supported by appropriate documentation) that the estimated cost of the Project, together with related costs, is an amount which will be at least $3,500,000; and WHEREAS, the Borrower represents and agrees that it will enter into the Bond Purchase Agreement and Loan Agreement with respect to the Project as described above, issue the Note, pay all expenses with respect thereto, and comply with all the terms and provisions of the Bond Purchase Agreement, Indenture and Loan Agreement so that full debt service will be provided in order to meet payments of principal of, premium, if any, and interest on the Bonds and the Borrower agrees that its representations have been expressly relied upon by the Issuer in the adoption of this Resolution; NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that: 1. Definitions. The terms "Bond Fund", "Bondholder," "Project Fund .... Series A Bonds," "Series B Bonds" and "Trustee" shall have the same meanings as defined in the Indenture. The term "Bonds" when used herein shall refer to the Bonds, unless the context otherwise requires. 2. Determination. Based on the representations hereinbefore described, this Common Council hereby finds and determines that: (a) the estimated cost of the Project as more particularly defined in the Loan Agreement including all costs in connection therewith permitted to be financed with the Bonds under the Act is at least $3,500,000; (b) the loan payments to be made in each year as specified in the Loan Agreement are sufficient to pay the principal of, premium, if any, and interest on the Bonds; (c) no reserve fund need be established in connection with the retirement of the Bonds or maintenance of the Project; and (d) the Borrower is obligated to cause the Project to be maintained in good repair, working order and condition, and adequately insured as specified in the Loan Agreement. 3. Issue of Series A Bonds and Series B Bonds. The Issuer shall issue its Series A Bonds in the amount of Two Million One Hundred Thousand Dollars ($2,100,000) and its Series B Bonds in the amount of One Million Four Hundred Thousand Dollars ($1,400,000) for the purpose of financing the Project and other authorized costs. The Bonds shall be sold in accordance with the terms and conditions set forth in the Bond Purchase Agreement. The Bonds shall be issued pursuant to the Act, shall be designated, dated, in the form, and have the maturities and bear interest as provided in the Indenture. All details pertaining to the Bonds as provided in the Indenture are hereby adopted as and for the details approved by this Issuer. The Bonds shall not be a general obligation or indebtedness of the Issuer within the meaning of any state constitutional provision or statutory limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers, but shall be payable solely from the payments and other revenues that may be available therefor from the Indenture or in the event of default thereon as otherwise provided herein or in the Indenture and permitted by law, and in no event shall the Bonds or the interest thereon or any other costs or expenses in connection therewith or with the Project ever be payable from any funds of the Issuer other than the payments and other revenues to be received by the Issuer under the Loan Agreement. The payments made pursuant to the Loan Agreement, shall be paid directly to the Trustee for the account of the Issuer so long as the Bonds shall be outstanding and unpaid. The Bonds shall be executed on behalf of the Issuer by its City Manager and City Clerk or officers authorized to act in their absence, shall have its corporate seal impressed or imprinted thereon and may be in typewritten form. Facsimile signatures may be used as permitted by law. 4. Approval and Execution of Documents. Subject to such changes or revisions therein as Godfrey & Kahn, S.C., as Bond Counsel ("Bond Counsel") and Counsel for the Issuer may approve or require, the Bond Purchase Agreement, Indenture, Note and Loan Agreement, in substantially their respective forms presented to this meeting, are hereby approved. The use and distribution of a Preliminary and final Offering Memorandum by the Underwriter in connection with the sale of the Bonds is hereby approved. The City Manager and City Clerk or officer's authorized to act in their absence, are authorized on behalf of the Issuer to execute and deliver the Bond Purchase Agreement, the Indenture and the Loan Agreement, with such revisions, changes, or deletions as may be approved by the signatories thereto, which approval shall be conclusively proved by their execution of such documents. Said City Manager and City Clerk and officers authorized to act in their absence and other officials of the Issuer are hereby authorized to prepare or to have prepared and to execute, file and deliver, as appropriate, all such documents, financing statements, opinions, certificates, affidavits, and closing or post-closing instruments as may be required by this resolution or deemed necessary by said officials or by Bond Counsel. 5. Appointment of Trustee; Funds; Investment Directions. Bank One Trust Company, N.A. is hereby designated as Trustee under the Indenture. The Trustee shall establish the several funds created under the Indenture including the Project Fund to pay costs of the Project, the Bond Fund to pay the principal and interest on the Bonds and the Bond Purchase Fund. The Issuer authorizes and directs the Trustee to invest and reinvest moneys in the Project Fund and the Bond Fund as set forth in Section 407 of the Indenture. 6. Additional Security. The Bonds will be further secured by a direct pay letter of credit from Bank One, Wisconsin to be drawn upon to pay the purchase price of, principal of, and interest on the Bonds. 7. Certain Provisions of the Loan Aqreement. The Loan Agreement provides, inter alia, that: (a) The maintenance and repair costs of the Project, taxes in connection therewith, and other charges and insurance with respect to the Project will be taken out, assumed and paid by the Borrower. The Issuer has no obligation with respect thereto. (b) The Borrower shall make payments pursuant to the Note and the Loan Agreement (directly to the Trustee for deposit in the Bond Fund and for the account of the Issuer) in the amounts sufficient for payment when due of the principal of, premium, if any, and interest on the Bonds. 8. Covenants Bindinq Upon Issuer. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and in the Bonds, the Bond Purchase Agreement, the Indenture and the Loan Agreement, shall be deemed to be the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and such covenants, stipulations, obligations and agreements shall be binding upon the Issuer and its successors from time to time and upon any body to which any powers or duties affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the officers thereof by the provisions of this resolution, the Bonds, the Bond Purchase Agreement, the Indenture or the Loan Agreement shall be exercised or performed by the Issuer or by such officers, board or body as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Bonds, the Bond Purchase Agreement, the Indenture or the Loan Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any officer, agent or employee of the Issuer or of this Common Council in his or her individual capacity and neither the members of this Common Council nor any officer executing the Bonds nor any other officer or employee of the Issuer shall be liable personally on the Bonds or be subject to any personal liability or accountability for any act or omission related to the authorization or issuance thereof. 9. Persons Responsible for Issuinq the Bonds. The City Manager, City Clerk and officers authorized to act in their absence are hereby designated as the officers responsible for issuing the Bonds within the meaning of the Internal Revenue Code of 1986, as amended. 10. Statement of Election. The Municipality hereby elects to issue the Series A Bonds in an aggregate principal amount exceeding $1,000,000 but not exceeding $10,000,000 as provided in Section 144(a)(4) of the Internal Revenue Code of 1986, as amended. 11. Approval. This Resolution is our approval of the issuance of the Series A Bonds as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. This Resolution was adopted after a public hearing on the issuance of the Series A Bonds held pursuant to reasonable public notice. The Project and the location of the Project, maximum aggregate face amount of the Series A Bonds and the initial owner, operator or manager of the Project will be as described in this Resolution. Adopted and recorded this 28th day of November 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 28th day of November, 2000. Pamela R. Ubrig, City Clerk