Loading...
HomeMy WebLinkAbout02-427.docNOVEMBER 26, 2002 02-427 RESOLUTION (CARRIED 7-0 LOST LAID OVER WITHDRAWN PURPOSE: INITIATED BY: APPROVE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR SADOFF & RUDOY, LLP CITY ADMINISTRATION RESOLUTION AUTHORIZING $1,657,000 CITY OF OSHKOSH, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS, (SADOFF & RUDOY INDUSTRIES, LLP PROJECT) SERIES 2002-A AND SERIES 2002-B (THE "BONDS") WHEREAS, in resolutions adopted May 14, 2002, by the Common Council of the City of Oshkosh, Wisconsin (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 Sadoff & Rudoy Industries, LLP, a Wisconsin limited liability partnership (the "Borrower"), pursuant to which the Municipality would issue its industrial revenue bonds pursuant to Section 66.1103, Wisconsin Statutes, as amended (the "Act"), in an amount not to exceed $5,000,000 for the purpose of financing costs related to, among other things, the acquisition of land and the construction, equipping and related improvements of facilities located at 2676 Oakwood Road in the Municipality and the equipping of a facility at 36 East 10th Avenue in the Municipality (the "Project"), to be operated by the Borrower. The financing has now been structured so that the Bonds will be issued in the aggregate amount of $1,657,000 in two series, Series 2002- A and Series 2002-B. WHEREAS, in connection therewith, the Issuer has been presented with proposed documentation for the Bonds, as follows: (a) A Loan Agreement (Real Estate), (the "Real Estate Loan Agreement"), to be entered into by and among the Issuer, GE Capital Public Finance, Inc. ("GE") and the Borrower providing for a loan of a portion of the proceeds of the sale of the Bonds from the Issuer to the Borrower to enable the Borrower to construct the Project, (b) A Loan Agreement (Equipment) (the "Equipment Loan Agreement" and together with the Real Estate Loan Agreement, the "Loan Agreements") to be entered into by and among the Issuer, GE and the Borrower, providing for a loan of the portion of the proceeds of QBMKE\5325605.3 the sale of the Bonds from the Issuer to the Borrower to enable the Borrower to equip the Project, and (c) An Escrow Agreement (Equipment)(the "Equipment Escrow Agreement") to be entered into by and among the Issuer, GE, the Borrower and the escrow agent named therein, providing for the disbursement of Bond proceeds for acquisition of equipment included in the Project; WHEREAS, the issuance of the Bonds by the Issuer, as herein recited and provided, in the judgment of this 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 $1,657,000; and WHEREAS, the Borrower represents and agrees that it will enter into the Loan Agreements and other related agreements with respect to the Project as described above, pay all expenses with respect thereto, and comply with all the terms and provisions of the Loan Agreements and other related agreements 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, WISCONSIN, THAT: 1. Determination. Based on the representations hereinbefore described, this Council hereby finds and determines that: (a) the estimated cost of the Project, including all costs in connection therewith permitted to be financed with the Bonds under the Act is at least $1,657,000; (b) the loan payments to be made in each year as specified in the Loan Agreements are sufficient to pay the principal of, premium, if any, and interest on the Bonds; and (c) no reserve fund need be established in connection with the retirement of the Bonds or maintenance of the Project. 2. Issue of Bonds. The Issuer shall issue its Bonds in two series in the aggregate principal amount of One Million Six Hundred Fifty-Seven Thousand Dollars ($1,657,000) for the purpose of financing the acquisition, construction and equipping of the Project and other authorized costs. The Bonds shall be sold in accordance with the terms and conditions set forth in the Loan Agreements. 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 Loan Agreements. All details pertaining to the Bonds as provided in the Loan Agreements 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 Loan Agreements or in the event of default thereon as otherwise provided herein or in the Loan Agreements 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 Agreements. The Bonds shall be executed on behalf of the Issuer by its City Manager and City Clerk or their authorized deputies 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. 3. Approval and Execution of Documents. Subject to such changes or revisions therein as Quarles & Brady, LLP, as Bond Counsel ("Bond Counsel") and Counsel for the Issuer may approve or require, the Loan Agreements and the Equipment Escrow Agreement, in substantially the forms presented to this meeting and attached hereto, are hereby approved. The City Manager and City Clerk or any of their authorized deputies, if necessary, are authorized on behalf of the Issuer to execute and deliver the Loan Agreements, 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 document. Said City Manager and City Clerk and their authorized deputies 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. 4. Certain Provisions of the Loan Aqreements. The Loan Agreements provide, 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. The proceeds of any recovery under the foregoing insurance policies shall be used and disposed of in the manner provided in the Loan Agreements. (b) The Borrower shall make payments pursuant to the Loan Agreements in the amounts sufficient for payment when due of the principal of, premium, if any, and interest on the Bonds. 5. Covenants Bindinq Upon Issuer. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and in the Bonds, the Loan Agreements and the Equipment Escrow 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 Loan Agreements and the Equipment Escrow 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 or the Loan Agreements or the Equipment Escrow 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. 6. Persons Responsible for Issuinq the Bonds. The City Manager, City Clerk and their authorized deputies are hereby designated as the officers responsible for issuing the Bonds within the meaning of the Income Tax Regulations for the Internal Revenue Code of 1986, as amended. 7. Statement of Election. The Municipality hereby elects to issue the Bonds in an aggregate principal amount exceeding $1,000,000 but not exceeding $10,000,000 as provided in Section 144 of the Internal Revenue Code, as amended. 8. Approval. This Resolution is our approval 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 held pursuant to reasonable public notice. The Project and the location of the Project, maximum aggregate face amount of the Bonds and the initial owner, operator or manager of the Project will be as described in this Resolution. (SEAL) Adopted November ,2002 City Clerk Approved November__ ,2002 Mayor