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HomeMy WebLinkAbout90-168 , • RESOLUTION 90-168 RESOLUTION AUTHORIZING CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN INDUSTRIAL REVENUE BOND (ALDEN G. FERGUSON AND SUSAN A. FERGUSON PROJECT) SERIES 1990 (THE "BOND" ) WHEREAS, in a resolution adopted April 19 , 1990 by the Common Council of the City of Oshkosh, Winnebago County, Wisconsin ( some- times herein called the "City" or the "Issuer" ) , the Issuer expressed its intent , and authorized and directed its officers , to work toward the consummation of a financinq agreement with Service Litho-Print, Inc. , a Wisconsin corporation, Alden G. Ferguson and/or Susan A. Ferguson ( individually or as part of any combination, joint venture or partnership) pursuant to which the City would issue its industrial revenue bond pursuant to Section 66 . 521 , Wisconsin Statutes, as amended ( the "Act" ) , in an amount not to exceed $350 , 000 for the purpose of financing costs of , among other things , the expansion of a facility located at 50 Fernau Avenue ( the "Facility" ) in the City and the making of related improvements ( the "Project" ) which Facility is presently owned by Alden G. Ferguson but will be owned by Alden G. Ferguson and Susan A. Ferguson ( the "Participants" ) and leased to and operated by Service Litho-Print , Inc . ( the "Lessee" ) for use in connection with its printing business and for related service activities; and WHEREAS, it has been determined that the Participants will undertake the Project and in reliance upon such resolution, the Participants have commenced such expansion and related improve- ments and the payment of related costs , have entered into negotiations with the initial purchaser ( the "Purchaser" ) for purchase of the Bond to be so issued and caused to be prepared and herewith submitted to this Common Council forms of the following documents : (a) Loan Agreement betweer. the Issuer and the Participants pursuant to which the Issuer agrees to loan the proceeds of the Bond to the Participants to finance the Project and related costs , together with the Participants ' Note containing their promise to repay such loan with interest as set forth therein (annexed hereto as Exhibit "A" , incorporated herein by reference and referred to herein as the "Revenue Agreement" and "Note" , respec- tively) ; and (b) Indenture between the Issuer and Valley Bank of Oshkosh, Oshkosh, Wisconsin, as Assignee (annexed hereto as Exhibit "B" , incorporated herein by reference, and referred to herein as the "Indenture" ) ; and - 5 - . � Res. 90-168 ( c) Project Financing Agreement among the Issuer , the Participants and the Purchaser (annexed hereto as Exhi- bit "C" , incorporated herein by reFerence, and referred to as the "Agreement" ) ; and WHEREAS, the issuance of the Bond by the Issuer and the assignment of the Revenue Agreement and its revenues to the Assignee under the Indenture, as herein recited and provided, in the judgment of this Council will serve the intended accomplish- ments and in all respects con�orm to the provisions and require- ments of the Act ; and WHEREAS, the Issuer has previously issued its $200 , 000 Industrial Development Revenue Bonds (Ferguson-Service Litho- Print , Inc . Project ) Series 1979 ( the "1979 Bonds" ) to finance costs related to the acquisition of land in the City and the construction thereon of an industrial facility, such 1979 Bond issue being issued pursuant to a separate indenture , which is separate from the Indenute pursuant to which the Series 1990 Bond is being issued; and WHEREAS, the Participants have made representations to the Issuer ( to be supported by appropriate documentation) that the estimated cost of the Project, together with related costs, is an amount which will be at least $300 , 000 ; and WHEREAS, the Participants represent and agree that they will enter into the Revenue Agreement with respect to the Project as described above, issue the Note, pay all expenses with respect thereto, and comply with all the terms and provisions of the Note and Revenue Agreement so that full debt service will be provided in order to meet payments of principal of , premium, if any, and interest on the Bond and the Participants agree that their repre- sentations have been expressly relied upon by the Issuer in the adoption of this Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF OSHKOSH, WISCONSIN, THAT: 1 . Definitions . The terms "Assignee" , "Series 1990 Bond" , "Bondholder" , and "Construction Fund" shall have the same meanings as defined in the Indenture . The term "Bond" when used herein shall refer to the Series 1990 Bond, unless the context otherwise requires . 2 . Determination. Based on the representations hereinbefore described, this Council hereby finds and determines that : (a) the estimated cost of the Project as more particularly defined in the Indenture including all costs in connec- tion therewith permitted to be financed with the Bond under the Act is at least $300 , 000 ; -2- - 5 a - . � + Res 90-168 (b) the loan payments to be made in each year as specified in Section 3 . 6 of the Revenue Agreement are sufficient to pay the principal of, premium, if any, and interest on the Bond; and (c) no reserve fund need be established in connection with the retirement of the Bond or maintenance o� the Project . 3 . Issue of Series 1990 Bond . The Issuer shall issue its Bond in the amount of Three Hundred Thousand Dollars ( $300 , 000 ) for the purpose of financing the Project and other authorized costs . The Bond shall be sold to the Purchaser in accordance with the terms and conditions set forth in the Agreement . The Bond shall be issued pursuant to the Act , shall be designated, dated, in the form, and� have the maturity and bear interest as provided in the Indenture. Al1 details pertaining to the Bond as provided in the Indenture are hereby adopted as and for the details approved by the Issuer . The Bond shall not be a general obli- gation or indebtedness of the Issuer within the meaning o� any state constitutional provision or statutory limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers , but shall be payable solely from the payments and other revenues that may be available therefor from the Revenue Agreement and Note or in the event o� de�ault thereon as otherwise provided herein or in the Indenture and permitted by law, and in no event shall the Bond or the interest thereon or any other costs or expenses in connection therewith or with the Project ever be payable from any funds of the Issuer other than the payments and other revenues to be received by the Issuer under the Revenue Agreement and Note. The payments when paid by the Participants, pursuant to the Revenue Agreement and Note, shall be paid directly to the Assignee for the account of the Issuer so long as the Bond shall be out- standing and unpaid. The Bond shall be executed on behalf of the Issuer by its Mayor and City Clerk or their authorized deputies in their absence, shall have its corporate seal impressed or imprinted thereon and may be in typewritten form. Facsimile sig- natures may be used as permitted by law. 4 . Approval and Execution of Documents . Subject to such changes or revisions therein as Quarles & Brady as Bond Counsel ( "Bond Counsel" ) or Counsel for the Issuer may approve, the Inden- ture, Note, Revenue Agreement , and Agreement , in substantially their respective forms presented to this meeting and attached hereto, are hereby approved. The Mayor and City Clerk or any of their authorized deputies if necessary, are authorized on behalf of the Issuer to execute and deliver the Indenture, Revenue Agreement, and Agreement , with such revisions , changes , or dele- tions as may be approved by the signatories thereto, which approval shall be conclusively proved by their execution of such documents . Said Mayor and City Clerk and their authorized deputies and other officials of the Issuer are hereby authorized to prepare or to have prepared and to execute, file and deliver , -3- - 5b - ' ` - Res 90-168 as appropriate, all such documents , financing statements , opinions, certificates , affidavits, and closing or post-closing instruments as may be required by this resolution or deemed neces- sary by said officials or by Bond Counsel . 5 . Appointment of Assignee; Funds ; Investment Directions . Valley Bank of Oshkosh, Oshkosh, Wisconsin, is hereby designated as Assignee under the Indenture . The Assignee shall establish the Construction Fund described in Section 302 of the Indenture to pay Project Costs and other amounts authorized in the Indenture . Monies in the Construction Fund shall be invested and reinvested in accordance with Section 302 of the Indenture . 6 . Additional Security. As additional security for the Bond, the lease of the Facility is being assigned by the Participants and the Lessee to the Assignee pursuant to an Assignment of Lease Agreement dated as of July l, 1990 ( the "Assignment" ) and the Participants will grant a mortgage on the Facility to the Assignee dated of July 1 , 1990 ( the "Real Estate Mortgage" ) which Mortgage is on a parity with the existing mortgage securing the 1979 Bonds . 7 . Certain Provisions of the Revenue Agreement . The Revenue Agreement provides , inter alia, that : (a) The maintenance and repair costs of the Projeet , taxes in connection therewith, and other charges and insurance with respect to the Project will be taken out , assumed and paid by the Participants . The Issuer has no . obligation with respect thereto. The proceeds of any recovery under the foregoing insurance policies shall be used and disposed of in the manner provided in the Revenue Agreement and the Indenture . ( b) The Participants shall make payments gursuant to the Note and Revenue Agreement in the amounts sufficient for payment when due of the principal of, premium, if any, and interest on the Bond. 8 . Covenants Binding Upon Issuer . All covenants , stipu- lations, obligations and agreements of the Issuer contained in this resolution and in the Bond, the Revenue Agreement , the Indenture, and the Agreement sha11 be deemed to be the covenants , stipulations , obligatior� and agreements of the Issuer to the full extent authorized or permitted by law, and such covenants , stipu- lations , obligations and agreements shall be binding upon the Issuer and its successors from time to time and upon any body to which any powers or duties affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accord- ance with law. Except as otherwise provided in this resolution, all rights , powers and privileges conferred and duties and -4- - 5 c - � , . � Res 90-168 liabilities imposed upon the Issuer or the ofFicers thereoF by the provisions of this Resolution, the Bond, the Revenue Agreement , the Indenture or Agreement shall be exercised or performed by the Issuer or by such officers , board or body as may be required by law to exercise such powers and to perform such duties . No covenant , stipulation, obligation or agreement herein contained or contained in the Bond, the Revenue Agreement , the Indenture or the Agreement shall be deemed to be a covenant , stipulation, obligation or agreement of any officer , agent or employee of the Issuer or of this Council in his or her individual capacity and neither the members of this Council nor any o�ficer executing the Bond nor any other officer or employee of the Issuer shall be liable personally on the Bond or be subject to any personal liability or accountability for any act or omission related to the authorization or issuance thereof . 9 . Persons Responsible for Issuing the Bond. The Mayor , City C1erk and their authorized deputies are hereby designated as the officers responsible for issuing the Bond within the meaning of Section 1 . 103-13 (a ) ( 2 ) ( ii ) (C) of the Income Tax Regulations for the Internal Revenue Code of 1986 , as amended. 10 . Approval . This Resolution is our approval as required by Section 147 ( f ) of the Internal Revenue Code of 1986 , as amended, and the regulations thereunder . This Resolution was adopted after a public hearing held pursuant to reasonable public notice. The Project and the location of the Project , maximum aggregate face amount of the Bond and the initiaT owner , operator or manager of the Project will be as described in this Resolution. Adopted ,7u1� 5 , 1990 ; �;� -�,�'"If,1.! C .��?/.L�-t�� City Clerk (SEAL) Approved Jul 5 , 1990 � �- ay r SUBhiITTED BY MUF/556/33040003 �) 062190/2 °1_,.�1/ � ,�_ � ra -5- n.,..�r�.,� , . - 5d - a N U � •� �O > •� � S.. 4J � N cn\ � N 'D 't3 C C �--� O m � O N L.� � •--.� C l0 C � �� O > 1— •� N d l/') (n +� � OW W �O �-+ -k� Ol Q Q Z O C U Ol 1 (n N C r' O N E � •• � � Q •• � � O l.C) Z W •--� --� O O �--� c� N .0 � � � (n C > a--� �--� I— � N ••y � •� � O �C � L�. � J 7 � U