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HomeMy WebLinkAbout10-15 REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH JUNE 21,2010 10-15 RESOLUTION (CARRIED LOST LAID OVER WITHDRAWN ) PURPOSE: FINAL RESOLUTION REGARDING REDEVELOPMENT REVENUE BOND FINANCING FOR DERMATOLOGY ASSOCIATES OF WISCONSIN, S.C. PROJECT WHEREAS, the Redevelopment Authority of the City of Oshkosh, Wisconsin (the "Authority"), is a public body, a body corporate and politic duly organized and validly existing under and pursuant to Section 66.1333 of the Wisconsin Statutes, as amended (the "Act"); and WHEREAS, the Authority is authorized and empowered pursuant to the Act 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 by the City Council of the City of Oshkosh, Wisconsin on October 27, 2009 entitled "INITIAL RESOLUTION REGARDING REDEVELOPMENT REDEVELOPMENT REVENUE BOND FINANCING FOR DERMATOLOGY ASSOCIATES OF WISCONSIN, S.C.," the City expressed its intention to issue revenue bonds in an amount not to exceed $10,000,000 to finance a multi-jurisdictional project to be owned by DAW Buildings LLC, a Wisconsin limited liability company, and/or Dermatology Associates of Wisconsin, S.C., a Wisconsin corporation, and/or a related limited liability entity to be formed, consisting of (i) remodeling and refurbishment of an existing approximately 5,000 square foot clinic facility located at 1515 Randolph Court in the City of Manitowoc, Wisconsin, (ii) construction of an approximately 50,000 square foot addition to an existing approximately 5,000 square foot facility located at 801 York Street in the City of Manitowoc, Wisconsin, (iii) acquisition of approximately 2.5 acres of land located at Lots 3 and 5 of the Universal Business Park in the City of Oshkosh, Wisconsin and construction of an approximately 8,000 square foot clinic and surgery facility and (iv) payment of certain costs related to the issuance of the Bonds (the "Project"), all of which would contribute to the well-being of the City; and WHD/7171285.2 WHEREAS, the Borrower has requested the Authority to issue its Fixed Rate Redevelopment Revenue Bonds, Series 2010 (Dermatology Associates of Wisconsin, S.C. Project) in an amount not to exceed $4,705,000 (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, pursuant to Section 66.0301 of the Wisconsin Statutes, a "municipality" as defined in Section 66.0301(1)(a), including any city or redevelopment authority or community development authority created under Sections 66.1333 or 66.1335, may contract with other municipalities for the joint exercise of any power or duty required or authorized by law; WHEREAS, in consideration of the benefits that will result from the issuance of the Bonds and the multi-jurisdictional Project, the Authority, the City, the City of Manitowoc, Wisconsin and the Community Development Authority of the City of Manitowoc, Wisconsin desire to enter into an Intergovernmental Agreement (the "Intergovernmental Agreement") pursuant to Section 66.0301 (2) of the Wisconsin Statutes to evidence their cooperation with respect to the matters set forth therein; and WHEREAS, the Borrower has heretofore presented the Authority with proposed documentation for the Bonds (collectively, the "Bond Documents"), as follows: (a) a Bond Purchase Agreement (the "Bond Purchase Agreement") to be entered into by and among the Authority, the Borrower, Investors Community Bank and Robert W. Baird & Co. Incorporated (the "Underwriter"); (b) a Loan Agreement (the "Agreement") to be entered into by and between the Authority and the Borrower; (c) an Indenture of Trust (the "Indenture") to be entered into by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"); (d) an Offering Circular to be used by the Underwriter in connection with the offering and sale of the Bonds (the "Offering Circular"); and (e) 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 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. 2 WHD17I71285.2 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 and determined and is hereby declared as follows: (a) the Project site located at Lots 3 and 5 of the Universal Business Park 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; (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 $4,705,000 (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 8%, and upon the terms set forth in the Indenture under the provisions of which the Authority's interests in the Indenture (except for certain rights described in the Indenture) 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 Indenture; (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 Loan 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 Indenture 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 Loan Agreement provides that the Borrower shall provide for the maintenance of the Project in good repair and keeping it properly insured;(g) a Notice of Public Hearing was published in the Oshkosh Northwestern, and a hearing was held before the Authority on June 21, 2010 in order to comply with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended; and 3 WHD/7171285.2 (h) a Notice of Public Hearing was published in the Herald Times Reporter, and a hearing was held before the Common Council of the City of Manitowoc, Wisconsin on June 21, 2010. The project is a multi-jurisdictional project, and the Common Council of the City of Manitowoc, Wisconsin approved a resolution on June 21, 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 $4,705,000 and shall be designated as follows: REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN FIXED RATE REDEVELOPMENT REVENUE BONDS, SERIES 2010 (DERMATOLOGY ASSOCIATES OF WISCONSIN, S.C. PROJECT) The Bonds shall be issued in the form and upon the terms set forth in the Indenture, which terms, including without limitation interest rates, denominations, 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 Indenture and the Act. The form and the terms of the Bonds now before the Commissioners of the Authority are hereby approved without further action by the Authority, subject to the following parameters: (a) the weighted average interest rate shall not exceed 8%; (b) the sale and funding of the Bonds shall occur prior to August 1, 2010; (c) the final maturity date of the Bonds shall be no later than 25 years after the date of issuance; and (d) the maximum Bond Amount shall not exceed $4,705,000. If the Bonds are sold and issued in conformity with the parameters set forth herein, no further authorization by the Commissioners of the Authority is required and the Chairperson and Executive Director are authorized and directed to execute and deliver the documents as setforth in Sections 3, 4 and 11 below. In the event that the Bonds cannot be sold and issued in conformity with the parameters set forth above, no Bonds may be issued without approval of the Authority pursuant to a Resolution approving the terms of the Bonds. 4 WHD17171285.2 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. 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 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, a Bond Purchase Agreement, a No Arbitrage Certificate, 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 Underwriter 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. The use and distribution of the Offering Circular by the Underwriter is hereby approved. 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, the County of Winnebago, the State of Wisconsin or any political subdivision thereof, do not constitute or give rise to charges against the general credit or taxing powers, if any, of any of them, 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 County of Winnebago, 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 and pursuant to the Loan Agreement, (ii) all proceeds derived pursuant to the Letter of Credit issued by Investors Community Bank and a Standby Letter of Credit issued by the Federal Home Loan Bank of Chicago (iii) and all cash and securities held from time to time in the Trust Funds created under the Indenture and investment earnings thereon. 5 WHD/7171285.2 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 Indenture (except certain reserved rights set forth in the Indenture). Section 7. Redemption of Bonds Prior to Maturity. In addition to scheduled principal payments, the Bonds shall be subject to mandatory and optional redemption prior to maturity as provided in the Indenture. Section 8. Trust Funds. The Trust Funds and accounts created under the Indenture to be held in the custody of the Trustee and applied for the uses and purposes provided in the Indenture 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 Indenture may be invested and reinvested by the Trustee in accordance with the Indenture. Section 10. Sale of the Bonds. The Bonds shall be sold to the Underwriter 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 the counsel for the Authority and bond counsel. Section 12. Intergovernmental Agreement. The form, terms and provisions of the Intergovernmental Agreement 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 the Intergovernmental Agreement for, in the name and on behalf of the Authority. Section 13. 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. 6 WHD17171285.2 Section 14. Approval of City Council. The issuance of the Bonds and the authorizations set forth in this Resolution are subject to the condition that the City Council of the City shall have approved the issuance of the Bonds in accordance with the requirements of Section 147(f) of the Code. Section 15. 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. Section 16. 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: June 21,2010. REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN By: _ Thomas Belter, Chairperson By: _ H. Allen Davis, Executive Director 7 WHD!7171285.2 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. 10-15 entitled: FINAL RESOLUTION REGARDING REDEVELOPMENT REVENUE BOND FINANCING FOR DERMATOLOGY ASSOCIATES OF WISCONSIN, S.C. PROJECT I hereby further certify as follows: 1. Said Resolution was considered for adoption by the Authority at a meeting held at City Hall, 215 Church Avenue, Oshkosh, Wisconsin, at 400 p.m. on June 21,2010. Said meeting was a special meeting of the Authority and was held in open, public session. 2. Said Resolution was 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 WHD17171285.2 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 21st day of June, 2010. REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN [SEAL] By: _ H. Allen Davis, Executive Director 9 WHD/7I71285.2 EXHIBIT A NOTICE TO THE ELECTORS On June 21, 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 Fixed Rate Redevelopment Revenue Bonds, Series 2010 (Dermatology Associates of Wisconsin, S.C. Project) in an amount not to exceed $4,705,000 (the "Bonds"). It is anticipated that the closing of this bond sale will be held on or about , 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 A-l WHD!7