HomeMy WebLinkAbout35235 / 89-500 , Res. #500
RESOLUTION N0. 500
FZNAL RESOLUTION REGARDING
DEVELOPMENT REVENUE BOND FINANCING FOR
EAA AVIATION FOUNDATION, INC.
BE IT RESOLVED by the Council of the City of Oshkosh,
Wisconsin (the "City" ) , as follows :
Section 1. Recitals .
1 . 01 . Section 66 . 521 of the wisconsin Statutes (the "Act")
authorizes and empowecs the City of Oshkosh (the "City" ) to
authorize the issuance and sale of revenue bonds by the City to
finance eligible costs oc qualified "projects" (as defined in
the Act) , and to enter into "revenue agreements" (as defined in
the Act) with "eligible pazticipants" (as defined in the Act) .
1 . 02 . By resolutions duly adopted on June 2, 1988 and
Januazy 19, 1989 , the City expressed its intention to issue
industrial development revenue bonds of the City to finance
costs of a project consisting of the construction and equipping
of an "EAA Eagle Squadron Hangac" of approximately 99 , 800 square
Eeet located at the museum and office complex at Wittman
Airfield in the City of Oshkosh, Wisconsin, on behalf of the EAA
Aviation Foundation, Inc . , a Wisconsin nonstock, nonprofit
corporation (the "Eligible Participant") . Notice of adoption of
the amended and restated initial resolution adopted on
January 19, 1989 , was published as provided in the Act, and no
petition requestinq a referendum upon the question of issuance
of the revenue bonds has been filed.
1 . 03 . Drafts of the following documents have been
submitted to this Council and are ocdered filed in the office of
the City Clerk: �
(a) an Indenture of Trust (the "Indenture") pzoposed to Ue
entered ;'.nto between the City and First Wisconsin
Trust Company, Milwaukee, Wisconsin, as trustee (the
"Trustee") ; -
(b) a Loan Agreement (the "LOan Agreement" ) proposed to be
entered into between the City and the Eligible
Participant; �
(c) a Mortgage and Security Agreeroent proposed to be given
by the Eligible Participant to the City and assigned
by the City to the Trustee; and �
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Res. 500
(d) a Guaranty proposed to be entered into between The
Expezimental AircraEt Association, Inc . , a nonstock,
nonpzofit Wisconsin corporati0n, and the Trustee.
Section 2 , Findinas and De rmina ion . �
Zt is hereby found and determined that :
(a) the Project constitutes a "project" authorized by the
Act;
(b) a public hearing has been held in accordance with the
provisions of Section 147(f) of the Internal Revenue
Code of 1986, as amended;
(c) the pu:pose of the City Eir.ancing the costs of the
Project is and the eEfect thereof will be to promote
. the public purposes set forth in the Act ; and the
Project will serve to encourage travel to the City by
people living outside the City and the State of
Wisconsin for business and recreation;
(d) it is desirable that a series of industrial
development revenue bonds in the aggregate principal
amount of $2, 500, 000 be issued by the City upon the
terms set forth in the Indenture, under Lhe provisions
oE which the City' s interest in the Loan Agreement
(except for rights to indemnification, administrative
expenses and legal fees) and the loan repayments will
be assigned to the Trustee as security for the payment
of principal of and interest on and pzemium, if any,
on all the bonds outstanding under the Indenture;
(e) the City reasonably expects that the Bonds will be
"qualified tax-exempt obligations, " as defined in
Section 265(b) of the Internal Revenue Code oE 1986,
as amended; and the City reasonably anticipates that
the aggregate of qualiEied tax-exempt obligations
issued 6y the City and all subordinate entities
thereof during the calendar year 1989 will not exceed
$10, 000, 000;
(f) the loan repayments provided for in the Loan Agreement
are fixed, and the formula set out Eor revising those
payments will be sufficient to produce income and
revenue to provide for prompt payment oE principal of,
pzemium, if any, and interest on all bonds issued
under the Indenture when due; the amount necessary in
each year to pay the principal of and interest on the
Bonds is the sum of the principal of and� interest on
the 6onds due in such year, whether o❑ a stated
payment date, a redemption date, or otherwise; the
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Res. #500
Loan Ag[eement provides that the Eligible Participant
shall provide for the maintenance of the Project in
good repair and the maintenance of propec insurance
thereon; and
(g) under the provisions of the Act, the Bonds shall be
limited obligations of the City, and the Bonds do not
constitute an indebtedness of the City within the
meaning of any state constitutional provision or
statutory limitation, and do not constitute nor qive
rise to a charge against the City' s general credit oc
taxing powers or a pecuniary liability of the City.
Section 3 . Aporovals and A��orizations : Authentication of
Tiansc[iot .
3 . 01 . There is heceby approved the issuance by the City of
its industrial developement revenue bonds (specifically, the
Bonds) in the principal amount of $2, 500, 000, for the purpose of
financing the Project . This resolution shall constitute the
approval of the Bonds within the meaning of Section 197 (f) oE
the Internal Revenue Code of 1986, as amended, and the Bonds are
hereby appcoved.
3 . 02 . The documents listed in Section 1 . 03 hereof are
appioved. The City Manager and City Clerk are hereby authorized
and directed in the name and on behalf of the City to execute
such documents listed in Section 1 . 03 hereof to which the City
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 the City Attorney and bond counsel , including an
Internal Revenue Service Form 8038, closing certificate and no
arbitcage certificate.
3 . 03 . The City shall proceed to issue its industrial
development revenue bonds, designated Development Revenue Bonds ,
1989 Series A (EAA Aviation Foundation, Inc. Project) , in the
aggregate pcincipal amount of a2 , 500, 000 (in this resolution
referred to as the "BOnds") , in the form and upon �the terms set
forth in the Indenture, which terms, including without
limitation, interest rates, zedemption provisions and maturity,
are for this purpose incorporated in this resolutio❑ and made a
part hezeof . The proposal of First Wisconsin National Bank of
Oshkosh, Oshkosh, Wisconsin (the "PUrchaser") to purchase the
Bonds for the price of par on the date of delivery and upon the
kezms and conditions set forth in the Indenture is hereby
approved and accepted. The City Manager and City Clerk are
authorized and dicected to execute the Bonds as prescribed in
the Indenture and to deliver them to the Trustee (together with
a certified copy of this resolution and any other documents
cequiced by the Indenture) for authentication and delivery to
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the Purchaser; provided, that the City Manager and City Clerk
shall not so execute and deliver the Bonds unless 30 days from
January 20, 1989 has passed and no petition for a referendum has
been filed with the City Clerk pursuant to Section 66 . 521(10) (d)
of the wisconsin Statutes .
3 . 09 . The publication in the official newspaper oE the
City 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 approved .
3 . 05 . The City Manager and City Clerk and other officers
of the City are authorized and directed to prepare and furnish
to the Tiustee, the Purchaser and bond counsel certified copies
of all proceedings and records of the City relating to the
Bonds, and such other aEfidavits, and certificates as may be
required by the Trustee, 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 ofEicers '
custody and control or as otherwise known to them; and all such
certified copies , certificates and afEidavits , including any
heretoEOre fucnished, shall constitute representations of the
City as to the truth of all statements contained therein.
3 . 06 . The approval hereby given to the various documents
referred to in this resolution includes the approval of such
additional details thecein as may be necessary and appropriate
for their completion and such modifications thereto, deletions
therefrom and additions thereto as may be approved by the City
Attoiney and bond counsel . The execution of any document by the
appropriate officer or officers of the City herein authorized
shall 6e conclusive evidence of the approval by the City of such
document in accordance with the tecros hereof .
Adopted February 16, 1989 .
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Res. #500
CERTIFICATION BY CLERK
Z , Donna C. Sezwas, being first duly sworn, do hereby
depose and certify that I am the duly qualiEied and acting
Cleck of the City of Oshkosh, in the County of Winnebago, State
of Wisconsin, and as such I have in my possession, or have
access to, the complete corporate recocds of said City and of
its City Council ; that I have carefully compaied the transcript
hereto attached with the aforesaid records; that said
transcript hereto attached is a true, coiiect, and complete
copy of all the recoids in relation to the adoption of
Resolution No . 500 entitled :
FINAL RESOLUTION REGARDING
� DEVELOPt4ENT REVENUE �OND FINANCING FOR
EAA AVIATION FOUNDATION, ZNC.
I do hereby further depose and certify as follows :
1 . Said Resolution was considered foc adoption by the
City Council at a meeting held at City Hall , 215 Church Avenue,
Oshkosh, Wisconsin 59902 at 7 : 00 p.m. , on February 16, 1989 .
Said meeting was a regular meeting of the City Council and was
held in open session in compliance with Subchapter IV of
Chapter 19 of the Wisconsin Statutes .
2 . Said Resolution was on the agenda for said meeting,
and public notice theceof was given not less than twenty-four
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 ❑otice of ineetings , and by notice to the
official newspapec of the City.
3 .. Said meeting was called to oider by the Council
Pcesident, who chaired the meeting . Upon roll, I noted and
recorded that the following Council membecs were present :
Donald Pressley Thomas Binner Flovd Chaoin Robert Junawirth,
Dnn Kntchera Ka hlean Pr000 and- ames Mather
and that the following Council members were absent :
nnna
I noted and recorded that a quorum was present�. Various
mattecs and business were taken up during the course of the
meetinq without intervention of any closed session. One of the
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� ' Res. #500
matters taken up was said Resolution, which was introduced, and
its adoption was moved by K � h ra and seconded
by _ ProD� . Following discussion and after all
Council members 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 :
Ave:
prpcslev Binner Chapin Jun wirth Kutchera Propp Mather
Nav:
none
Abstain:
none
whereupon the Clerk declared said Resolution
adopted, and I so recorded it .
IN WITNESS WHEREOF, I have signed my name and affixed my
seal of the City hereto on February 17 , 1989 .
3
[MUNICIPAL SEAL] ��Y��/�j�f� � ��/�����
Donna C. Serwas, City Clerk
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