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HomeMy WebLinkAbout07. 13-04 R E V I S E D JANUARY 8, 2013 13-04 RESOLUTION (CARRIED___7-0____ LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE: FINAL RESOLUTION REGARDING REVENUE BOND FINANCING TO BENEFIT UW OSHKOSH FOUNDATION ALUMNI WELCOME AND CONFERENCE CENTER, LLC  INITIATED BY: UW OSHKOSH FOUNDATION ALUMNI WELCOME AND CONFERENCE CENTER, LLC BE IT RESOLVED by the City Council of the City of Oshkosh, Winnebago County, Wisconsin (the “Issuer”), as follows: Recitals. Section 1 Under Wisconsin Statutes, Section 66.1103, as amended (the “Act”), the 1.01 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). Pursuant to an initial resolution duly adopted on November 13, 2012 (the 1.02 “Initial Resolution”), the Issuer expressed its intention to issue revenue bonds of the Issuer in an amount not to exceed $13,300,000 (the “Bonds”) to finance a project on behalf of UW Oshkosh Foundation Alumni Welcome and Conference Center, LLC, a Wisconsin limited liability company (the “Borrower”), consisting of financing the (i) construction of an approximately 39,000 square-foot Alumni Welcome and Conference Center to be located at 625 Pearl Avenue in the City of Oshkosh, Wisconsin (the “Facility”), (ii) acquisition of furniture, fixtures and equipment at the Facility and (iii) payment of professional and financing fees (the “Project”), which Project will be constructed by the Borrower and owned by the University of Wisconsin System and used by the University of Wisconsin Oshkosh and the Borrower. Notice of adoption of the Initial Resolution was published as provided in the Act, and no petition requesting a referendum upon the question of the issuance of the revenue bonds has been filed. Pursuant to the Act, the Issuer may finance a project which is located 1.03 entirely within the geographic limits of the Issuer. Drafts of the following documents have been submitted to this City Council 1.04 and are ordered filed in the office of the City Clerk: (a) a Bond Agreement (the "Bond Agreement"), proposed to be entered into among the Issuer, the Borrower, Bank First National, as trustee (the "Trustee"), and Bank First National, as original purchaser (the "Original Purchaser"); (b) a Promissory Note from the Borrower to the Issuer, and assigned to the Trustee; and (c) a No Arbitrage 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 on December 11, 2012 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 the number of persons traveling to the City of Oshkosh, Wisconsin for business and recreation; (d) it is desirable that a series of revenue bonds in the aggregate principal amount not to exceed $11,500,000 (the "Bonds") be issued by the Issuer upon the terms set forth in the Bond Agreement, under the provisions of which the Issuer's interest in the Bond Agreement (except for certain rights as provided therein) and the loan repayments will be assigned to the Trustee as security for the payment of principal of and interest on and premium, if any, on all the Bonds outstanding under the Bond Agreement; (e) the loan payments provided for in the Bond Agreement, and the formula set out for revising those payments under the Bond Agreement as required under the Act, are sufficient to produce income and revenue to provide for the prompt payment of principal of and interest on and premium, if any, on Bonds issued under the Bond 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; no amount shall be paid into any reserve fund with respect to the Bonds; and the Bond Agreement provides that the Borrower shall provide for the maintenance of the Project in good repair, keeping it properly insured; (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, the State of Wisconsin or any political subdivision thereof, within the meaning of any state constitutional provision or statutory limitation, and do not constitute nor give rise to a charge against the general credit or taxing powers or a pecuniary liability of the Issuer, the State of Wisconsin or any political subdivision thereof; and (g) the Bonds shall not constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or 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 an eligible participant, 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 Bond or a related written agreement to which the Issuer is a party. Section 3 Approvals and Authorizations; Parameters Resolution; 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 Bonds are hereby approved. There is hereby approved the issuance by the Issuer of its bonds (specifically, the Bonds) in an aggregate principal amount not to exceed $11,500,000, for the purpose of financing the Project. 3.02 The Issuer shall proceed to issue its Revenue Bonds, Series 2012 (UW- Oshkosh Foundation Welcome Center Project), in the aggregate principal amount not to exceed $11,500,000, in the form and upon the terms set forth in the Bond Agreement, which terms, including without limitation, interest rates, redemption provisions and maturity, are for this purpose incorporated in this resolution by reference and made a part hereof. The terms are hereby approved without further action by the Issuer, subject to the following parameters: (a) the initial interest rate shall not exceed 4.0%; (b) the sale and funding of the Bonds shall occur prior to April 1, 2013; (c) the final maturity date of the Bonds shall be no later than 30 years after the date of issuance; and (d) the maximum Bond Amount shall not exceed $11,500,000. If the Bonds are sold and issued in conformity with the parameters set forth herein, no further authorization by the Issuer is required, and the City Manager and the City Clerk of the Issuer are authorized and directed to execute, attest and deliver the documents listed in Section 1.04 herein and the Bonds which are hereby approved, together with such subsequent changes as may be requested and approved by bond counsel and the Issuer's attorney, and 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. 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 City Council of the Issuer pursuant to a subsequent resolution approving the terms of the Bonds. Subject to the parameters set forth above, the City Manager and the City Clerk of the Issuer are authorized and directed to execute, attest and seal the Bonds as prescribed in the Bond Agreement and to deliver them to the Trustee (together with a certified copy of this resolution and any other documents required by the Bond Agreement) for authentication and delivery to the Original Purchaser; provided, however, that, despite the authorization and approval of the Bonds given by the City pursuant to this resolution, and despite the actual issuance of the Bonds at a later date, the City reserves the right to provide all further approvals relating to the affected property and the Project, which are requested of the City, in its sole discretion in the normal course and in the same manner as if such authorization and approval had not been given by the City and the City had not issued the Bonds. 3.03 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, are hereby ratified. 3.04 The City Manager, City Clerk, Director of Finance/City Treasurer and other officers of the Issuer are authorized to prepare and furnish to the Trustee 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 Trustee 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. 3.05 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. 3.06 Bank First National shall initially assume and perform the duties of Trustee. 3.07 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. 3.08 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 Bond 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 Trustee all of its right, title and interest in and to the trust estate described in the Bond Agreement (except as otherwise provided therein). Passed and adopted at a regular meeting of the City Council of the City of Oshkosh this 8th day of January, 2013. APPROVED: Burk Tower, Mayor ATTEST: Pamela R. Ubrig, City Clerk EXHIBIT A NOTICE TO THE ELECTORS On January 8, 2013, a resolution was offered, read, approved and adopted whereby the City of Oshkosh, Wisconsin authorized the issuance and sale of its Revenue Bonds, Series 2013 (UW-Oshkosh Foundation Welcome Center Project) in an amount not to exceed $11,500,000 (the "Bonds"). It is anticipated that the closing of this bond sale will be held on or about , 2013. 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 City Clerk, 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. Pamela R. Ubrig, City Clerk City of Oshkosh, Wisconsin R E V I I S I O N CITY HALL 215 Church Avenue PO.Box 1130 Oshkosh5 903-1130 City of Oshkosh O.IHKOJH TO: Honorable Mayor and Members of the Common Council 6.4 FROM: Lynn A. Lorenson, City Attorne 4 DATE: January 3, 2013 RE: Final Resolution Regarding Revenue Bond Financing to Benefit UW Oshkosh Foundation Alumni Welcome and Conference Center, LLC After publication of the Agenda, we were notified that the Final Resolution for the Revenue Bonds to support the construction of the UWO Alumni Welcome and Conference Center had inadvertently misidentified the borrower as the University of Wisconsin Oshkosh Foundation, Inc. The Foundation has created a limited liability company known as UW Oshkosh Foundation Alumni Welcome and Conference Center, LLC which is the owner of the property and will actually be the borrower for the bonds. The Initial Resolution that Council had previously acted upon had identified the potential creation of an LLC for this purpose. The Final Resolution has been amended to reflect the change in designation of the borrower. CITY HALL 215 Church Avenue P.O.Box 1130 Oshkosh,Wisconsin 903-1130 City of Oshkosh CA.) OfHKOIH TO: Honorable Mayor and Members of the Common Council FROM: Lynn A. Lorenson, City Attorney DATE: January 3, 2013 RE: Final Resolution Regarding Revenue Bond Financing to benefit the University of Wisconsin Oshkosh Foundation, Inc. (Alumni Welcome and Conference Center Project) BACKGROUND At its November 13, 2012 meeting the Common Council passed an initial resolution declaring its intent to issue revenue bond financing to assist with the completion of an alumni welcome and conference center to be located at 625 Pearl Avenue in the City of Oshkosh as requested by the University of Wisconsin Oshkosh Foundation, Inc. A public hearing was held during the December 11, 2012 Council meeting in anticipation of bringing forward a Final Resolution authorizing the issuance of the bonds at the Council's January 8, 2013 meeting. ANALYSIS Federal and state laws allow municipalities to issue tax exempt municipal bonds, as a conduit issuer, for certain purposes in compliance with all of the law's requirements. The issuance of these bonds provides a benefit to the underlying organization by providing the organization funding at a significantly reduced interest rate compared to other types of financing. The bonds are municipal bonds but are not general obligations of the City and do not count against the City's borrowing capacity. There is no anticipated fiscal impact to the City from the proposed borrowing. The City of Oshkosh would not be liable for payment of principal or interest on the bonds and would not have any ongoing responsibilities for monitoring or reporting with regard to the bonds or the proposed projects. The University of Wisconsin Oshkosh Foundation, Inc. has requested the Council pass a final resolution authorizing the issuance of up to $11,500,000 in revenue bonds for the purpose of constructing an Alumni Welcome and Conference Center, acquiring the necessary furniture, fixtures and equipment for the facility, and to pay professional and financing fees related to the project. The Foundation will be responsible for all payments on the debt service pursuant to appropriate credit agreements. FISCAL IMPACT The bonds are municipal bonds but are not general obligations of the City and do not count against the City's borrowing capacity. There is no anticipated fiscal impact to the . City from the proposed borrowing. Respectfully Submitted, Approved: 1),'101 ?4. r 1/61\(' Lynn.A. Lorenso Mark A. Rohloff City Attorney City Manager