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HomeMy WebLinkAbout09-14 REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN AUGUST 13, 2009 09-14 RESOLUTION (CARRIED_______ LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE: INITIAL RESOLUTION REGARDING REDEVELOPMENT REVENUE BOND FINANCING FOR OSHKOSH RIVER DEVELOPMENT LLC WHEREAS, the Redevelopment Authority of the City of Oshkosh, Wisconsin (the “Authority”) is a public body corporate and a body politic duly organized and existing under and pursuant to the laws of the State of Wisconsin and is authorized by Section 66.1333 of the Wisconsin Statutes, as amended (the “Act”): (a) to acquire or assist private acquisition, improvement and development of blighted property for the purpose of eliminating its status as blighted property; (b) to issue bonds or other indebtedness for such purposes; and WHEREAS, bonds issued pursuant to the Act are to be payable solely from the income, proceeds, revenues and funds of the Authority derived from projects under the Act; WHEREAS, Oshkosh River Development, LLC, a Wisconsin limited liability company (the "Borrower”), desires to complete a project consisting of financing (i) the construction of an approximately 28,000 square foot building located at 155 Jackson Street in the City of Oshkosh, Wisconsin (the “City”) consisting of loft apartments and retail space and (ii) payment of professional and financing fees (collectively, the “Project”), all of which would contribute to the well-being of the City; WHEREAS, the Borrower intends to make capital expenditures (the “Expenditures”) for the Project and expects to reimburse such Expenditures with proceeds of the bonds; WHEREAS, the Borrower has represented to the Authority that it would be an encouragement and inducement for the Borrower to proceed if all or a portion of the Project could be financed with revenue bonds; WHEREAS, the cost of the Project is presently estimated to be not greater than $2,500,000, and the amount proposed to be financed with redevelopment revenue bonds, issued in one or more series of tax-exempt and/or taxable taxable bonds does not exceed $2,500,000; and WHEREAS, it is the finding and determination of this body that the public interest will be served if the Authority were to provide financing under the Act for the Project in the City. NOW, THEREFORE, BE IT RESOLVED by the commissioners of the Authority as follows: 1. Subject to the conditions specified in paragraph 2, the Authority shall pursue and consummate a financing having the following elements: (a) The Borrower under such financing shall be Oshkosh River Development, LLC, a Wisconsin limited liability company, and/or an existing related entity or a related entity to be formed in which the Borrower retains an interest. (b) The Authority shall issue redevelopment revenue bonds, in one or more series of tax-exempt and/or taxable bonds, pursuant to the Act at one or more times in one or more series in such aggregate principal amount not in excess of $2,500,000 as the Borrower shall request; provided, however, that the actual aggregate principal amount shall not be greater than the sum of the then estimated aggregate cost of providing the Project, plus the amount necessary to fund any reserve deemed necessary or desirable, plus the estimated financing and bond issuance costs (the “Bonds”). (c) The Bonds shall be special, limited obligations of the Authority payable by the Authority solely out of revenues derived from the Borrower or otherwise provided for pursuant to the terms of a loan agreement to be entered into between the Authority and the Borrower. (d) The Borrower shall acquire, construct, or install the Project and provide the Authority with revenues sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. (e) The Bonds shall have such maturities, interest rates, and redemption limitations as the Borrower and the initial bond purchaser(s) shall propose. 2. The issuance of the Bonds by the Authority shall be on the following conditions: (a) The Bonds shall not be the debt or obligation of the Authority, the City, the County of Winnebago, the State of Wisconsin or any governmental authority or political subdivision thereof, do not constitute or give rise to charges against its general credit or taxing powers, if any, are not payable in any manner from revenues raised by taxation, do not constitute an indebtedness of the Authority, the City, the County of Winnebago, the State of Wisconsin or any governmental authority or political subdivision thereof, within the meaning of any constitutional debt limitation or restriction. (b) The Bonds shall not constitute or give rise to a pecuniary liability of the Authority or the City or a charge against the City’s or Authority’s general credit or the City’s taxing powers, 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, a user of the 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 Act or by an express provision of the Bonds or a related written agreement to which the Authority is a party. (c) The Borrower shall be responsible for finding a purchaser or purchasers for all of the Bonds. (d) Prior to the issuance of the Bonds, this body, by further resolution, shall have authorized and approved all of the terms and conditions of the Bonds and the terms and conditions of the financing. (e) The Bonds shall be issued pursuant to the Act and the delivery of the Bonds shall be accompanied by the unqualified approving legal opinion of a nationally recognized firm of bond attorneys as shall be acceptable to the Authority and the Borrower. (f) All out-of-pocket costs of the Authority and City, including attorneys’ fees in connection with the issuance and sale of the Bonds, shall be paid either from the proceeds of the Bonds or by the Borrower (whether or not the Bonds are issued). (g) All documents in connection with the issuance of the Bonds shall have been duly executed and delivered by the parties. 3. The Authority hereby declares its intent to assist the Borrower with respect to the financing of the Project by issuing the Bonds and, pursuant to Treas. Reg. Sec. 1.150-2, to reimburse any Expenditures made on costs of the Project prior to the issuance of the Bonds with proceeds of the Bonds. 4. Based upon representations by the Borrower, the Authority reasonably expects to reimburse the expenditures with proceeds of the Bonds issued by the Authority in a principal amount which will not exceed $2,500,000. 5. The appropriate officers of the authority are hereby authorized and directed to publish or cause to be published a notice of public hearing in the official newspaper of the City in substantially the form attached hereto as Exhibit A in order to comply with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. 6. No Bonds shall be issued until the terms and conditions of any guidelines or resolutions governing the issuance of redevelopment revenue bonds which may be adopted by the Authority have been complied with. 7. This Resolution shall be effective immediately upon its passage and approval. Adopted: August 13, 2009 REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN By: Thomas Belter, Chairperson By: Jackson R. Kinney, Executive Director EXHIBIT A FORM OF NOTICE OF PUBLIC HEARING The Redevelopment Authority of the City of Oshkosh, Wisconsin, will hold a public hearing at ____ p.m. on ________, 2009, at City Hall, 215 Church Avenue, Oshkosh, Wisconsin, regarding the proposed issuance of the Redevelopment Authority of the City of Oshkosh, Wisconsin Redevelopment Revenue Bonds, Series 2009 (Oshkosh River Development, LLC Project), in an aggregate amount not to exceed $2,500,000, pursuant to Section 66.1333 of the Wisconsin Statutes, to finance a project to be owned by Oshkosh River Development, LLC, a Wisconsin limited liability company. The project consists of (i) the construction of an approximately 28,000 square foot building located at 155 Jackson Street in the City of Oshkosh, Wisconsin consisting of loft apartments and retail space and (ii) payment of professional and financing fees. At the hearing, all persons will be afforded a reasonable opportunity to express their views, both orally and in writing, on the proposed bonds. ____________, 20_____ Jackson R. Kinney, Executive Director Redevelopment Authority of the City of Oshkosh, Wisconsin CERTIFICATION BY EXECUTIVE DIRECTOR I, Jackson R. Kinney duly sworn, hereby certify that I am the duly qualified and acting Executive Director of the Redevelopment Authority of the City of Oshkosh, Wisconsin (the “Authority”), and as such I have in my possession, or have access to, the complete corporate records of the Authority and of its commission; that I have carefully compared the transcript attached hereto with the aforesaid records; and that said transcript attached hereto is a true, correct and complete copy of all the records in relation to the adoption of Resolution No. ___________ entitled: “INITIAL RESOLUTION REGARDING REDEVELOPMENT REVENUE BOND FINANCING FOR OSHKOSH RIVER DEVELOPMENT, LLC”. I hereby further certify as follows: 1. Said Initial Resolution was considered for adoption by the commissioners of the Authority at a meeting held at City Hall, 215 Church Avenue, Oshkosh, Wisconsin, at 4:00 p.m. on August 13, 2009. Said meeting was a special meeting of the commissioners and was held in open, public session. 2. Said Initial Resolution was on the agenda for said meeting and public notice thereof was given not less than twenty-four (24) hours prior to the commencement of said meeting in compliance with Section 19.84 of the Wisconsin Statutes, including, without limitation, by posting on the bulletin board in the City Hall, by notice to those news media who have filed a written request for notice of meetings, and by notice to the official newspaper of the Authority. 3. Said meeting was called to order by Chairman Thomas Belter who chaired the meeting. Upon roll, I noted and recorded that the following commissioners were present: and that the following commissioners were absent: I noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting without intervention of any closed session. One of the matters taken up was said Initial Resolution, which was introduced, and its adoption was moved by ______________________ and seconded by ______________________. Following discussion and after all commissioners who desired to do so had expressed their views for or against said Initial Resolution, the question was called, and upon roll being called and the continued presence of a quorum being noted, the recorded vote was as follows: AYE: NAY: ABSTAIN OR NOT VOTING: Whereupon the meeting chairperson declared said Initial Resolution adopted, and I so recorded it. IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Authority hereto as of August 13, 2009. [SEAL] Jackson R. Kinney, Executive Director