Loading...
HomeMy WebLinkAbout08-156REVISED MAY 13, 2008 08-156 RESOLUTION (CARRIED 7-0 LOST LAID OVER WITHDRAWN ) PURPOSE: FINAL RESOLUTION /REVENUE BOND FINANCING TO BENEFIT UW-OSHKOSH FOUNDATION, INC. INITIATED BY: FINANCE DEPARTMENT BE IT RESOLVED by the City Council of the City of Oshkosh, Wisconsin (the "Issuer"), as follows: Section 1 Recitals. 1.01 Under Wisconsin Statutes, Section 66.1103, as amended (the "Act"), the Issuer is authorized and empowered to issue revenue bonds to finance eligible costs of qualified "projects" (as defined in the Act), and to enter into "revenue agreements" (as defined in the Act) with "eligible participants" (as defined in the Act). 1.02 By a resolution duly adopted on April 8, 2008, entitled "INITIAL RESOLUTION REGARDING REVENUE BOND FINANCING TO BENEFIT UNIVERSITY OF WISCONSIN-OSHKOSH FOUNDATION, INC.," the Issuer expressed its intention to issue revenue bonds of the Issuer in an amount not to exceed $3,750,000 (the "Bonds"), to finance a project consisting of (a) the renovation and construction of Phase II improvements to the Oshkosh Sports Complex located at 450 Josslyn Street, Oshkosh, Wisconsin (the "Complex"), (b) the purchase and installation of equipment at the Complex, (c) capitalized interest and (d) payment of financing fees (the "Project"), which Project will be constructed by the University of Wisconsin- Oshkosh Foundation, Inc. (the "Borrower") and owned by the University of Wisconsin System and used by the UW-Oshkosh, Lourdes High School and the Oshkosh Area School District. 1.03 Notice of adoption of the initial resolution adopted on April 8, 2008, was published as provided in the Act, and no petition requesting a referendum upon the question of issuance of the revenue bonds has been filed. 1.04 Pursuant to Wisconsin Statutes, Section 66.1103, as amended, the Issuer may finance a project which is located entirely within the geographic limits of the Issuer. 1.05 Drafts of the following documents have been submitted to this City Council and are ordered filed in the office of the City Clerk: (a) Loan Agreement (the "Loan Agreement") by and between the Issuer and the Borrower; (b) Form of Bond; (c) °'°~^° °n,-°°.,-,°„+Certain collateral agreements by and °m~„„~-~"~ t-ss~e~between the Borrower and `Wells-a~o~k°~~Q°~Ees~oits lender (the "Lender") securin_g Borrower's obligations to the Lender; WHD~~~"~i57690453 /rl~T~noDTE~l~~on~ h~i +ho Rnrrn~nior in fo~inr of +ho L°~-rn-ra°c~ {e~lssuer's Non-Arbitrage and Tax Compliance Certificate; and (fe) Borrower's Non-Arbitrage and Tax Compliance Certificate. Section 2 Findings and Determinations. It is hereby found and determined that: (a) based on representations of the Borrower, the Project constitutes a "project" authorized by the Act; (b) a public hearing has been duly held by the City on May 13, 2008 in accordance with the provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended, at which residents of the City of Oshkosh, Wisconsin were given an opportunity to be heard in regard to the proposed issuance of the Bonds and the nature and location of the proposed Project; (c) the purpose of the Issuer's financing costs of the Project is and the effect thereof will be to promote the public purposes set forth in the Act, including without limitation an increase in jobs and an increase in the number of persons traveling to the City Oshkosh for business or recreation purposes; (d) it is desirable that the revenue bonds in the principal amount not to exceed $3,750,000 be issued by the Issuer upon the terms set forth in the Loan Agreement, under the provisions of which the Issuer's interest in the Loan Agreement (except for certain rights as provided therein) and the loan repayments will be assigned to the Lender as security for the payment of principal of and interest on and premium, if any, on all the Bonds outstanding under the Loan Agreement maturing on such dates and in such amounts and at interest rates, such that the weighted average interest rate does not exceed 8%, all as more fully outlined in Section 3 below; (e) the loan payments provided for in the Loan Agreement, and the formula set out for revising those payments under the Loan Agreement as required under the Act, are sufficient to produce income and revenue to provide for prompt payment of principal of and interest on and premium, if any, on Bonds issued under the Loan Agreement when due; the amount necessary in each year to pay the principal of and interest on the Bonds is the sum of the principal and interest on the Bonds due in such year, whether on a stated payment date, a redemption date, or otherwise; the Loan Agreement provides that the Borrower shall provide for the maintenance of the Project in good repair, keeping it properly insured; no reserves are necessary; and (f) under the provisions of the Act, the Bonds shall be special limited obligations of the Issuer and the Bonds do not constitute an indebtedness of the Issuer, within the meaning of any state constitutional or statutory provision, and do not constitute nor give rise to a charge against the Issuer's general credit or taxing powers or a pecuniary liability of the Issuer as agreed to in the Initial Resolution, including but not limited to: 1. Liability for failure to investigate or negligence in the investigation of the financial position or prospects of the Borrower, an eligible 2 WHD~~~"~i57690453 participant, a user of a Project or any other person or for failure to consider, or negligence concerning the adequacy of terms of, or collateral security for, the Bonds or any related agreement to protect interests of holders of the Bonds; and 2. Any liability in connection with the issuance or sale of the Bonds, for representations made, or for the performance of the obligation of any person who is a party to a related transaction or agreement except as specifically provided in the Wisconsin Statutes or by an express provision of the Bonds or a related written agreement to which the Issuer is a party. Section 3 Approvals and Authorizations; Authentication of Transcript. 3.01 This resolution shall constitute the approval of the Bonds within the meaning of Section 147 (f) of the Internal Revenue Code of 1986, as amended, and the issuance of the Bonds is hereby approved. There is hereby approved the issuance by the Issuer of the following series of revenue bonds (specifically, the Bonds) in an aggregate principal amount not to exceed $3,750,000, for the purpose of financing the Project: $3, 750, 000 City of Oshkosh, Wisconsin Revenue Bonds, Series 2008 (University of Wisconsin-Oshkosh Foundation, Inc. Project) 3.02 The documents listed in Section 1.05 hereof, together with such subsequent changes as may be requested and approved by bond counsel and Issuer's counsel, are approved. The City Manager and the City Clerk are hereby authorized and directed in the name and on behalf of the Issuer to execute such documents listed in Section 1.05 hereof to which the Issuer is a party, and either one of them or both of them are authorized and directed to execute such other documents, agreements, instruments or certificates as are deemed necessary or desirable by the Issuer's attorney and bond counsel, including an Internal Revenue Service Form 8038. 3.03 The Issuer shall proceed to issue its not to exceed $3,750,000 City of Oshkosh, Wisconsin Revenue Bonds, Series 2008 (University of Wisconsin-Oshkosh Foundation, Inc. Project) in the form and upon the terms set forth in this Resolution and in the Loan Agreement, which terms, including without limitation, interest rates, redemption provisions and maturity, are for this purpose incorporated in this resolution and made a part hereof. The City Manager and the City Clerk are authorized and directed to execute and seal the Bonds and to deliver them to the Trustee (together with a certified copy of this resolution and any other documents required by the Loan Agreement) for authentication and delivery to the Lender, subject to the parameters outlined below: (a) the weighted average interest rate shall not exceed 8%; (b) the sale of the Bonds shall occur prior to July 1, 2008; (c) the final maturity date of the Bonds shall be no later than 20 years after the date of issuance; and (d) the maximum bond amount shall not exceed $3,750,000. 3 WHD~~~"~i57690453 3.04 The publication in the official newspaper of the Issuer of the notice for the public hearing referred to in Section 2(b) of this resolution, and such notice of public hearing as so published, is hereby ratified and is hereby incorporated herein by reference. 3.05 The Issuer hereby elects to have the provisions of Section 144(a)(4)(A) of the Internal Revenue Code of 1986, as amended, apply to the Bonds. 3.06 The City Manager and the City Clerk and other officers of the Issuer are authorized to prepare and furnish to the Lender and bond counsel certified copies of all proceedings and records of the Issuer relating to the Bonds, and such other affidavits and certificates as may be required by the Lender and bond counsel 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 and control or as otherwise known to them. 3.07 The approval hereby given to the various documents referred to in this resolution includes the approval of such additional details therein as may be necessary and appropriate for their completion and such modifications thereto, deletions therefrom and additions thereto as may be approved by the Issuer's attorney and bond counsel. The execution of any document by the appropriate officer or officers of the Issuer herein authorized shall be conclusive evidence of the approval by the Issuer of such document in accordance with the terms hereof. 3.08 Notice of sale of the Bonds, in the form attached hereto as Exhibit A, shall be published in the official newspaper of the Issuer as a class 1 notice under Chapter 985 of the Wisconsin Statutes. 3.09 The Bonds shall be special, limited obligations of the Issuer payable by it solely from revenues and income derived by or for the account of the Issuer from or for the account of the Borrower pursuant to the Loan Agreement. As security for the payment of the principal of, premium, if any, and interest on the Bonds, the Issuer shall pledge and assign to the Lender all of its right, title and interest in and to the trust estate described in the Loan Agreement (except as otherwise provided therein). Adopted: May 13, 2008. CITY OF OSHKOSH, WISCONSIN By: John Fitzpatrick, Acting City Manager Attest: Pamela Ubrig, City Clerk 4 WHD~~~"~i57690453 WHD~~~"~i57690453 (b) Form of Bond; (c) Pledge Agreement by and among the Issuer, the Borrower and Wells Fargo Brokerage Services, LLC (the "Lender"); (d) Negative Pledge Agreement by the Borrower in favor of the Lender; (e) Issuer's Non-Arbitrage and Tax Compliance Certificate; and (f) Borrower's Non-Arbitrage and Tax Compliance Certificate. Section 2 Findings and Determinations. It is hereby found and determined that: (a) based on representations of the Borrower, the Project constitutes a "project" authorized by the Act; (b) a public hearing has been duly held by the City on May 13, 2008 in accordance with the provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended, at which residents of the City of Oshkosh, Wisconsin were given an opportunity to be heard in regard to the proposed issuance of the Bonds and the nature and location of the proposed Project; (c) the purpose of the Issuer's financing costs of the Project is and the effect thereof will be to promote the public purposes set forth in the Act, including without limitation an increase in jobs and an increase in the number of persons traveling to the City Oshkosh for business or recreation purposes; (d) it is desirable that the revenue bonds in the principal amount not to exceed $3,750,000 be issued by the Issuer upon the terms set forth in the Loan Agreement, under the provisions of which the Issuer's interest in the Loan Agreement (except for certain rights as provided therein) and the loan repayments will be assigned to the Lender as security for the payment of principal of and interest on and premium, if any, on all the Bonds outstanding under the Loan Agreement maturing on such dates and in such amounts and at interest rates, such that the weighted average interest rate does not exceed 8%, all as more fully outlined in Section 3 below; (e) the loan payments provided for in the Loan Agreement, and the formula set out for revising those payments under the Loan Agreement as required under the Act, are sufficient to produce income and revenue to provide for prompt payment of principal of and interest on and premium, if any, on Bonds issued under the Loan Agreement when due; the amount necessary in each year to pay the principal of and interest on the Bonds is the sum of the principal and interest on the Bonds due in such year, whether on a stated payment date, a redemption date, or otherwise; the Loan Agreement provides that the Borrower shall provide 2 WHD~57690452 for the maintenance of the Project in good repair, keeping it properly insured; no reserves are necessary; and (f) under the provisions of the Act, the Bonds shall be special limited obligations of the Issuer and the Bonds do not constitute an indebtedness of the Issuer, within the meaning of any state constitutional or statutory provision, and do not constitute nor give rise to a charge against the Issuer's general credit or taxing powers or a pecuniary liability of the Issuer as agreed to in the Initial Resolution, including but not limited to: 1. Liability for failure to investigate or negligence in the investigation of the financial position or prospects of the Borrower, an eligible participant, a user of a Project or any other person or for failure to consider, or negligence concerning the adequacy of terms of, or collateral security for, the Bonds or any related agreement to protect interests of holders of the Bonds; and 2. Any liability in connection with the issuance or sale of the Bonds, for representations made, or for the performance of the obligation of any person who is a party to a related transaction or agreement except as specifically provided in the Wisconsin Statutes or by an express provision of the Bonds or a related written agreement to which the Issuer is a party. Section 3 Approvals and Authorizations; Authentication of Transcript. 3.01 This resolution shall constitute the approval of the Bonds within the meaning of Section 147 (f) of the Internal Revenue Code of 1986, as amended, and the issuance of the Bonds is hereby approved. There is hereby approved the issuance by the Issuer of the following series of revenue bonds (specifically, the Bonds) in an aggregate principal amount not to exceed $3,750,000, for the purpose of financing the Project: $3, 750, 000 City of Oshkosh, Wisconsin Revenue Bonds, Series 2008 (University of Wisconsin-Oshkosh Foundation, Inc. Project) 3.02 The documents listed in Section 1.05 hereof, together with such subsequent changes as may be requested and approved by bond counsel and Issuer's counsel, are approved. The City Manager and the City Clerk are hereby authorized and directed in the name and on behalf of the Issuer to execute such documents listed in Section 1.05 hereof to which the Issuer is a party, and either one of them or both of them are authorized and directed to execute such other documents, agreements, instruments or certificates as are deemed necessary or desirable by the Issuer's attorney and bond counsel, including an Internal Revenue Service Form 8038. 3 WHD~57690452 3.03 The Issuer shall proceed to issue its not to exceed $3,750,000 City of Oshkosh, Wisconsin Revenue Bonds, Series 2008 (University of Wisconsin-Oshkosh Foundation, Inc. Project) in the form and upon the terms set forth in this Resolution and in the Loan Agreement, which terms, including without limitation, interest rates, redemption provisions and maturity, are for this purpose incorporated in this resolution and made a part hereof. The City Manager and the City Clerk are authorized and directed to execute and seal the Bonds and to deliver them to the Trustee (together with a certified copy of this resolution and any other documents required by the Loan Agreement) for authentication and delivery to the Lender, subject to the parameters outlined below: (a) the weighted average interest rate shall not exceed 8%; (b) the sale of the Bonds shall occur prior to July 1, 2008; (c) the final maturity date of the Bonds shall be no later than 20 years after the date of issuance; and (d) the maximum bond amount shall not exceed $3,750,000. 3.04 The publication in the official newspaper of the Issuer of the notice for the public hearing referred to in Section 2(b) of this resolution, and such notice of public hearing as so published, is hereby ratified and is hereby incorporated herein by reference. 3.05 The Issuer hereby elects to have the provisions of Section 144(a)(4)(A) of the Internal Revenue Code of 1986, as amended, apply to the Bonds. 3.06 The City Manager and the City Clerk and other officers of the Issuer are authorized to prepare and furnish to the Lender and bond counsel certified copies of all proceedings and records of the Issuer relating to the Bonds, and such other affidavits and certificates as may be required by the Lender and bond counsel 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 and control or as otherwise known to them. 3.07 The approval hereby given to the various documents referred to in this resolution includes the approval of such additional details therein as may be necessary and appropriate for their completion and such modifications thereto, deletions therefrom and additions thereto as may be approved by the Issuer's attorney and bond counsel. The execution of any document by the appropriate officer or officers of the Issuer herein authorized shall be conclusive evidence of the approval by the Issuer of such document in accordance with the terms hereof. 3.08 Notice of sale of the Bonds, in the form attached hereto as Exhibit A, shall be published in the official newspaper of the Issuer as a class 1 notice under Chapter 985 of the Wisconsin Statutes. 4 WHD~57690452 3.09 The Bonds shall be special, limited obligations of the Issuer payable by it solely from revenues and income derived by or for the account of the Issuer from or for the account of the Borrower pursuant to the Loan Agreement. As security for the payment of the principal of, premium, if any, and interest on the Bonds, the Issuer shall pledge and assign to the Lender all of its right, title and interest in and to the trust estate described in the Loan Agreement (except as otherwise provided therein). Adopted: May 13, 2008. CITY OF OSHKOSH, WISCONSIN By: John Fitzpatrick, Acting City Manager Attest: Pamela Ubrig, City Clerk WHD~57690452