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HomeMy WebLinkAbout10-13 REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN MAY 26, 2010 10-13 RESOLUTION (CARRIED_______ LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE: FINAL RESOLUTION REGARDING REDEVELOMENT REVENUE BOND FINANCING FOR 524 NORTH KOELLER STREET LLC WHEREAS, the Redevelopment Authority of the City of Oshkosh, Wisconsin (the “Authority”), is a public body and a body corporate and politic duly organized and validly existing under and pursuant to Sections 66.1333 of the Wisconsin Statutes, as amended (the “Act”); and WHEREAS, the Authority is authorized and empowered pursuant to Section 66.1333(5) of the Wisconsin Statutes, as amended, within the City of Oshkosh, Wisconsin (the “City”) to: (a) acquire or assist private acquisition, improvement and development of blighted property for the purpose of eliminating its status as blighted property; (b) issue bonds or other indebtedness for such purposes; and WHEREAS, pursuant to a resolution duly adopted on September 16, 2009 entitled “INITIAL RESOLUTION REGARDING REDEVELOPMENT REVENUE BOND FINANCING FOR RIVER VALLEY ONE, LLC PROJECT,” the Authority expressed its intention to issue revenue bonds of the Authority in an amount not to exceed $3,500,000 to finance a project to be owned by River Valley One, LLC, a Wisconsin limited liability company, and/or a related limited liability entity to be formed (defined therein as the “Borrower”), consisting of the (i) acquisition of land, (ii) construction of two buildings which will be completed in two phases, each approximately 10,000 square feet in size, to be located at 524 North Koeller Street in the City of Oshkosh, Wisconsin and (iii) payment of financing fees (defined therein as the “Project”), which Project will be constructed by the Borrower and leased to Schenck S.C. and other tenants for office/retail space, all of which would contribute to the well-being of the City; and WHEREAS, the Borrower has determined that the Borrower and owner of the Project will be 524 N Koeller Street, LLC, a Wisconsin limited liability company, and not River Valley One, LLC; and 2 WHD/7143911.3 WHEREAS, the Borrower has determined that for the purposes of this issue of Bonds (as defined below), the Project shall consist of the (i) acquisition of land, (ii) construction of a single building, approximately 10,000 square feet in size, to be located at 524 North Koeller Street in the City of Oshkosh, Wisconsin and (iii) payment of financing fees (the “Project”), which Project will be constructed by the Borrower and leased to Schenck S.C. and other tenants for office/retail space; and WHEREAS, the Borrower has requested that the Authority issue its Redevelopment Revenue Bonds, Series 2010 (524 N Koeller Street, LLC Project) in an amount not to exceed $1,400,000 (the “Bonds”), for the purpose of financing the Project; and WHEREAS, the Act authorizes the Authority to issue revenue bonds in its discretion to finance its activities under the Act; and WHEREAS, the Borrower has heretofore presented the Authority with proposed documentation for the Bonds (collectively, the “Bond Documents”), as follows: (a) a Bond Agreement (the “Agreement”) to be entered into by and among the Authority, the Borrower, U.S. Bank National Association, as Trustee (the “Trustee”) and U.S. Bank National Association, as Original Purchaser (the “Original Purchaser”); and (b) a Promissory Note relating to the Bonds to be executed by the Borrower and endorsed by the Authority, providing for the payment by the Borrower on terms scheduled to provide the Authority with revenue sufficient to retire the Bonds in accordance with their terms; and (c) a No Arbitrage Certificate; and WHEREAS, it is hereby found and determined to be in the best interests of the City and in furtherance of the Authority’s redevelopment objectives for the Authority to proceed with the issuance and sale of the Bonds for the purpose of financing the Project. NOW, THEREFORE, BE IT RESOLVED by the Commissioners of the Redevelopment Authority of the City of Oshkosh, Wisconsin, as follows: Section 1. Additional Findings and Determinations. It has been found found and determined and is hereby declared as follows: (a) the Project site located at 524 North Koeller Street in the City of Oshkosh, Wisconsin, has previously been determined by the Authority and the City to be “blighted property” within the meaning of the Act, based upon the advice of Bond Counsel; (b) the Project is a “Redevelopment Project” within the meaning of the Act, based upon the advice of Bond Counsel; 3 WHD/7143911.3 (c) the purpose of the Authority’s financing the costs of the Project is and the effect thereof will be to promote the public purposes set forth in the Act; (d) it is desirable that revenue bonds in the aggregate principal amount not exceeding $1,400,000 (the “Bond Amount”) be issued by the Authority, maturing at such dates and in such amounts and at interest rates, such that the weighted average interest rate does not exceed 9%, and upon the terms set forth in the Bond Agreement under the provisions of which the Authority’s interests in the Bond Agreement (except for certain rights described in the Bond Agreement) will be assigned and pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on all Bonds outstanding under the Bond Agreement; (e) based upon representations from the Borrower, the estimated aggregate cost of financing the Project and paying the costs incident to the financing is not less than the Bond Amount; (f) the loan repayments required to be made by the Borrower under the Bond Agreement will be sufficient to produce income and revenue to provide for prompt payment of principal of and interest on and premium, if any, on all Bonds issued under the Bond Agreement when due; the amount necessary in each year to pay principal and interest on the Bonds due in such year, whether on a stated payment date, a redemption date, or otherwise; and the Bond Agreement provides that the Borrower shall provide for the maintenance of the Project in good repair and keeping it properly insured; and (g) a Notice of Public Hearing was published in the Oshkosh Northwestern, and a hearing was held before the Authority on May 26, 2010 in order to comply with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. Section 2. Designation, Denomination, Tenor, Maturity and Scheduled Mandatory Redemptions of Bonds Created for Issuance. The Bonds shall be issued in the aggregate principal amount not to exceed $1,400,000 and shall be designated as follows: REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN REDEVELOPMENT REVENUE BONDS, SERIES 2010 (524 N KOELLER STREET, LLC PROJECT) The Bonds shall be issued in the form and upon the terms set forth in the Bond Agreement, which terms, including without limitation denominations, interest rates, redemption provisions and maturity, are for this purpose incorporated in this Resolution and made a part hereof, with such insertions therein as shall be necessary to comply with the terms of this Resolution and with such corrections therein, if any, as bond counsel may require for conformity with the terms of this Resolution, the Bond Agreement and the Act. The form and the terms of the Bonds now before the Commissioners of the Authority are hereby approved. 4 WHD/7143911.3 Section 3. Execution and Authentication of Bonds. The Bonds shall be executed on behalf of the Authority with the facsimile or manual signature of its Chairperson, countersigned with the facsimile or manual signature of its Executive Director, and shall have impressed, imprinted or otherwise reproduced thereon an official seal, if any, of the Authority or a facsimile thereof. No Bond shall be issued unless first authenticated by the Trustee to be evidenced by the manual signature of an authorized signatory of the Trustee on each Bond. Section 4. Approvals and Authorizations. The Bond Documents are hereby approved. The Chairperson and the Executive Director of the Authority are hereby authorized and directed in the name and on behalf of the Authority to execute such documents to which the Authority 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 counsel for the Authority or bond counsel, including an Internal Revenue Service Form 8038, certified copies of all proceedings and records of the Authority relating to the Bonds, and such other affidavits and certificates as may be required by the Trustee, the Purchaser 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; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Authority as to the truth of all statements contained therein, and such other documents as may be necessary to effectuate the closing of the Bonds and which are approved by bond counsel and by counsel for the Authority. Section 5. Bonds as Special Limited Obligations. The Bonds shall be special, limited obligations of the Authority. The Bonds shall not be the debt or obligation of the Authority, the City of Oshkosh, Winnebago County, the State of Wisconsin or any 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 within the meaning of any constitutional or statutory debt limitation or restriction of the Authority, the City of Oshkosh, the State of Wisconsin or any political subdivision or public body thereof. Section 6. Source of Payment; Pledge of Revenues. The Bonds shall be special, limited obligations of the Authority payable by it solely from revenues and income derived by or for the account of the Authority from or for the account of the Borrower, including (i) all payments by the Borrower on the Promissory Note, pursuant to the Bond Agreement, (ii) and all cash and securities held from time to time in the Trust Funds created under the Bond Agreement and investment earnings thereon. As security for the payment of the principal of, premium, if any, and interest on the Bonds, the Authority shall pledge and assign to the Trustee all of its right, title and interest in and to the trust estate described in the Bond Agreement (except for certain reserved rights set forth in the Bond Agreement). Section 7. Redemption of Bonds Prior to Maturity. In addition to scheduled 5 WHD/7143911.3 principal payments, the Bonds shall be subject to mandatory and optional redemption prior to maturity as provided in the Bond Agreement. Section 8. Trust Funds. The Trust Funds and accounts created under the Bond Agreement to be held in the custody of the Trustee and applied for the uses and purposes provided in the Bond Agreement are hereby authorized and approved. Section 9. Investment of Trust Funds. Any moneys held as a part of the Trust Funds held by the Trustee under the Bond Agreement may be invested and reinvested by the Trustee in accordance with the Bond Agreement. Section 10. Sale of the Bonds. The Bonds shall be sold to the Underwriter pursuant to private negotiation at the principal amount of the Bonds, less the underwriter’s discount set forth in the Bond Purchase Agreement. Section 11. Execution and Delivery of Documents. The form, terms and provisions of the Bond Documents now before the Commissioners of the Authority are hereby approved. The Chairperson and the Executive Director of the Authority are hereby, and each of them is hereby, authorized to execute and deliver each of the Bond Documents for, in the name and on behalf of the Authority. The execution and delivery of any Bond Document or any other document by the Chairperson or the Executive Director of the Authority shall be conclusive evidence of the approval of the Authority of such document in accordance with the terms thereof. The approval hereby given to the various Bond 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 counsel for the Authority and bond counsel. Section 12. Effective Date; Conformity. This Resolution shall be effective immediately upon its passage and approval. To the extent that any prior resolutions of the Authority are inconsistent with the provisions hereof, this Resolution shall control and such prior resolutions shall be deemed amended or superseded to such extent as may be necessary to bring them in conformity with this Resolution. Section 13. Approval of Mayor. The issuance of the Bonds and the authorizations set forth in this Resolution are subject to the condition that the Mayor of the City shall have approved the issuance of the Bonds in accordance with the requirements of Section 147(f) of the Code. Section 14. Fees. All out-of-pocket costs of the Authority, including attorneys’ fees, in connection with the issuance and sale of the Bonds shall be paid from the proceeds of the Bonds or by the Borrower. 6 WHD/7143911.3 Section 15. Notice of Bond Sale. Notice of sale of the Bonds, in the form attached hereto as Exhibit A, shall be published in the official newspaper of the Authority as a class 1 notice under Chapter 985 of the Wisconsin Statutes. Dated: May 26, 2010. REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN By: Thomas Belter, Chairperson By: H. Allen Davis, Executive Director 7 WHD/7143911.3 CERTIFICATION BY EXECUTIVE DIRECTOR I, H. Allen Davis, being first 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; 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: FINAL RESOLUTION REGARDING REDEVELOPMENT REVENUE BOND FINANCING FOR 524 N KOELLER STREET, LLC I hereby further certify as follows: 1. Said Resolution was considered for adoption by the Authority at a meeting held at City Hall located at 215 Church Avenue, Oshkosh, Wisconsin, at 4:00 p.m. on May 26, 2010. Said meeting was a regular meeting of the Authority and was held in open session. 2. Said 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 City of Oshkosh. 3. Said meeting was called to order by _____________________, who chaired the meeting. Upon roll, I noted and recorded that the following commissioners were present: and that the following commissioners were absent: 8 WHD/7143911.3 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 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 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 chair declared said Resolution adopted, and I so recorded it. IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Authority hereto on this 26th day of May, 2010. REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN [NO SEAL] By:_____________________ ____________________ H. Allen Davis, Executive Director A-1 WHD/7143911.3 EXHIBIT A NOTICE TO THE ELECTORS On May 26, 2010, a resolution was offered, read, approved and adopted whereby the Redevelopment Authority of the City of Oshkosh, Wisconsin authorized the issuance and sale of its Redevelopment Revenue Bonds, Series 2010 (524 N Koeller Street, LLC Project) in an amount not to exceed $1,400,000 (the “Bonds”). It is anticipated that the closing of this bond sale will be held on or about June 15, 2010. A copy of all proceedings had to date with respect to the authorization and sale of said Bonds is on file and may be examined in the office of the Executive Director, 215 Church Avenue, Oshkosh, Wisconsin. This notice is given pursuant to Section 893.77, Wisconsin Statutes, which provides that an action or proceeding to contest the validity of such financing, for other than constitutional reasons, must be commenced within 30 days after the date of publication of this notice. Executive Director Redevelopment Authority of the City of Oshkosh, Wisconsin