HomeMy WebLinkAbout34000 / 86-167Resolution No. 167
Dated July 3, 1986
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF OSHKOSH
AUTHORIZING THE ISSUANCE OF
$600,000 CITY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(CENTRACOR, INC. PROJECT)
WHEREAS, in this Resolution:
"Authorized Municipal Officials" means the City
Manager and the City Clerk oE the Municipality;
"Bond Amount" means $600,000;
"Company" means Centracor, Inc., a Wisconsin
corporation;
"Effective Date" means July 1, 1986;
"Municipality" means the City of Oshkosh, Wisconsin;
"Schedule of Terms" means Exhibir A attached hereto
and made a part hereof; and
WHEREAS, the Municipality is a municipal corporation
organized and existing under and pursuant to the laws of the
State of Wisconsin and is authorized by Section 66.521,
Wisconsin Statutes, as amended (hereinafter sometimes referred
to as the "Act"), to:
(a) issue industrial development revenue bonds to finance
all or any part of the costs of the construction,
equipping, reequipping, acquisition, purchase,
installation, reconstruction, rebuilding,
rehabilitation, improving, supplementing, maintaining,
repairing, enlarging, extending, or remodeling of a
project which qualifies under the Act and the
improvement of the site therefor; and
(b) enter into a revenue agreement with an eligible
participant or participants pursuant to which the
eligible participant(s) agrees to cause said project
to be constructed and to pay the Municipality an
amount of funds sufficient to provide for the prompt
payment when due of the principal of and interest on
said industrial development revenue bonds; and
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RESOLUTION # 167
wHEREAS, the Company has heretofore requested the
Municipality to issue industrial development revenue bonds to
finance a project on behalf oE the Company as an eligible
participant under the Act; and
WHEREAS, this body has heretofore found and determined
that said project (as described in the Schedule of Terms,
hereinafter called the "Project") is a qualified "project"
within the meaning of the Act and that the Company is an
"eligible participant" within the meaning of the Act; and
WHEREAS, on March 6, 1986 this body adopted an initial
resolution pursuant to the Act wherein it was resolved that the
Municipality would issue industrial development revenue bonds
to finance the Project, subject, however, to the satisfaction
of certain conditions including the approval by this body of
the terms of the bonds;
WHEREAS, notice of the adoption of the initial
resolution was published in accordance with Section (10) of the
Act, and no sufficient petition has been filed with the
Municipality requesting a referendum on the question of the
issuance of said industrial development revenue bonds; and
WHEREAS, the Company has now requested that the
Municipality provide for the issuance of industrial development
revenue bonds in *he Bond Amount upon the terms set forth in
this Resolution (as herein described, the "BOnds"); and
WHEREAS, in connection therewith the Municipality will
be required to execute certain documentation for the Bonds
(such documentation to be in such form as Bond Counsel Eor this
bond issue and Counsel to the Municipality shall approve) as
follows:
(a) a Bond Purchase Agreement, to be dated as of the date
of adoption of this Bond Resolution (the "BOnd
Purchase Agreement"), to be entered into by and among
the Municipality, the Company, and the bond
purchaser(s) (the "BOnd Purchaser"), setting forth the
terms and conditions on which the Municipality will
sell and the Bond Purchaser will purchase the Bonds;
and
(b) an Indenture, to be dated as of the Effective Date
(the "Indenture"), to be entered into between the
Municipality and the corporate trustee hereinafter
designated (the "Trustee"), providing for the creation
of the Bonds, the terms thereof, and the security
therefor; and
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RESOLUTION # 167
(c) a Revenue Agreement, to be dated as of the Effective
Date (the "Revenue Agreement"), to be entered into
between the Municipality and the Company providing for
a loan of the Bond proceeds to the Company on
repayment terms scheduled to provide the Municipality
with revenues sufficient to retire the Bonds in
accordance with their terms;
(d) Promissory Note, to be dated the date of the issuance
of the Bonds (the "Promissory Note"), to be issued by
the Company payable to the order of the Municipality
in the principal amount of the Bond Amount as evidence
of the borrowings provided for in the Revenue
Agreement and to be assigned by the Municipality to
the Trustee;
WHEREAS, in accordance with the Act, this Resolution
and the aforesaid instruments and documents, the Bonds and
interest thereon shall never constitute an indebtedness of the
Municipality within the meaning of any State constitutional
provision or statutory limitation, and shall not constitute or
give rise to a pecuniary liability of the Municipality or its
officers, or a charge against its general credit or taxing
powers; and
WHEREAS, it is in the public interest of the
Municipality to encourage and promo*_e the development of
projects such as the Project in order to realize public
benefits such as, but not limited to, the provision and
retention of gainful employment opportunities for the citizens
of the Municipality, the stimulation of the flow of investment
capital into the Municipality with resultant beneficial effects
on the economy in the Municipality, and the preservation and
enhancement of the Municipality's tax base; and
WHEREAS, the development of the
issuance of Bonds to finance the Project
will, in the judgment of this body, serve
accomplishments of public purpose and in
to the provisions and requirements of the
NOW, THEREFORE, BE IT RESOLVED:
Project and the
as herein recited
the intended
all respects conform
Act;
1. Findinqs and Determinations. It has been found
and determined and is hereby declared:
(a) that the Project is a qualified "project" under and
for the purposes of the Act;
(b) that the Company is a qualified "eligible participant"
under and for purposes oE the Act;
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RESOLUTION # 167
(c) that the Revenue Agreement will meet the requirements
of a"revenue agreement" under and for purposes of the
Act;
(d) that the estimated aggregate cost of providing the
Project, funding the required reserves, and paying the
costs incident to the financing is not less than the
"Bond Amount"; and
(e) that the payments required to be made by the Company
under the Revenue Agreement will be sufficient in
amount to pay when due the principal of, premium, if
any, and interest on the Bonds.
2. Authorization to Borrow and to Lend. The
Municipality shall borrow, but only in the manner herein
recited, the principal sum of the Bond Amount for the purpose
of (i) financing the costs of providing the Project, (ii)
funding the required reserves and paying the costs of issuing
and selling the Bonds, and (iii) paying such other costs
related thereto as are permitted to be paid with bond proceeds
under the Act. Said borrowing shall be accomplished through
the sale of the Bonds issued pursuant to the Act. The
Municipality shall lend the principal sum of the Bond Amount to
the Company pursuant to the terms of the Revenue Agreement,
which borrowing shall be evidenced by the Promissory Note of
the Company in the principal amount of $600,000.
3. Designation, Denomination, Tenor, and Maturity of
Bonds Created for Issuance. The Bonds shall be issued in the
principal amount oE the Bond Amount. The Bonds shall be
designated, shall mature on the respective dates and in the
respective principal amounts, and shall bear interest at the
respective rates per annum payable on such dates, all as
provided in the Schedule of Terms.
The Bonds shall be issuable as 26 fully registered
bonds without coupons in the denominations described in the
Schedule of Terms. The fully registered Bonds and the interest
thereon shall be transferable by and shall be payable to the
registered owner thereof in the manner and with the effect
provided in the Indenture. The principal of and interest on
the Bonds shall be payable in lawful money oF the United States
of America at the principal corporate trust office of the
Trustee, as paying agent, or at the office of any successor or
additional paying agent designated by the Municipality and
approved by the Company.
The Bonds shall be dated the date of their issuance.
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RESOLUTION # 167
The Bonds shall be issued in the form set forth in the
Indenture, 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 and Counsel for
the Municipality may require for conformity with the terms of
this Resolution, the Indenture, and the Act.
4. Execution and Authentication of Bonds. The Bonds
shall be executed on behalf of the Municipality with the manual
signatures of the Authorized Municipal Officials, and the Bonds
shall have impressed, imprinted or otherwise reproduced thereon
the official seal of the Municipality or a facsimile thereof.
The Bonds shall not be issued unless Eirst authenticated by the
Trustee, to be evidenced by the manual signature of an
authorized officer of the Trustee on the Bonds.
5. Desiqnation of Trustee. The Municipality hereby
designates and appoints Associated First Neenah Hank, Neenah,
Wisconsin, to perform the functions of the Trustee, bond
registrar, and paying agent under the Indenture.
6. Bonds as Limited Obliqations. The Sonds and
interest thereon shall never be or be considered a general
obligation of the Municipality or an indebtedness of the
Municipality within the meaning of any State constitutional
provision or statutory limitation, and shall not constitute or
give rise to a pecuniary liability oE the Municipality or its
officers, or a charge against its general credit or taxing
powers.
7. Source of Payment; Pled e of Revenues. The Bonds
sha11 be limited obligations of the Municipality payable by it
solely from revenues consistinq of (i) income and revenue
derived by or for the account of the Municipality from or for
the account of the Company pursuant to the terms of the
Promissory Note and the Revenue Agreement, and (ii) moneys held
in trust funds created under the Indenture.
As security for the payment of the principal of and
interest on the Bonds, the Municipality shall pledge and assign
to the Trustee all of its right, title, and interest in and to
the Promissory Note, the Revenue Agreement, and the trust funds
held by the Trustee under the Indenture.
8. Redemption of Bonds Prior to Maturity. The Bonds
shall be subject to redemption prior to maturity as provided in
the Indenture.
9. Creation of the Construction Fund. There is
hereby created by the Municipality and ordered established with
the Trustee, a trust fund (the "Construction Fund") to be
designated with the names of the Municipality and the Company
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RESOLUTION # 167
which shall be used to pay (or reimburse the Company for) the
costs of providing the Project and such other costs in
connection with the Project and the issuance and sale of the
Bonds as are permitted to be paid from the proceeds of the
Bonds under the Act, the Revenue Agreement, and the Indenture.
There shall be deposited in said Construction Fund the entire
net proceeds received upon sale oE the Bonds, less the sum of
(i) the deposit to the Expense Fund, and (ii) the accrued
interest received on the initial sale of the eonds. The
Municipality hereby authorizes and directs the Trustee to
withdraw funds from said Construction Fund for disbursement to
or at the order of the Company pursuant to requisition of the
Company as provided in the Indenture and Revenue Agreement.
10. Creation of Bond Fund. There is hereby created
by the Municipality and ordered established with the Trustee, a
trust fund (the "Hond Fund") to be designated with the names of
the Municipality and the Company which shall be used to pay the
principal of, premium, if any, and interest on the Bonds. The
accrued interest received on the initial sale of the Bonds
shall be deposited in the Bond Fund. In addition, all payments
received from the Company pursuant to the Revenue Agreement and
the Promissory Note shall be deposited into the Bond Fund. The
Municipality hereby authorizes and directs the Trustee to
withdraw sufficient funds from said Bond Fund to pay the
principal of, premium, if any, and interest on the Bonds as the
same become due and payable.
11. Creation of Expense Fund. There is hereby
created by the Municipality and ordered established with the
Trustee a trust fund (the "Expense Fund") to be designated with
the names of the Municipality and the Company. There shall be
deposited into the Expense Fund from the net proceeds of the
initial sale of the Bonds an amount equal to estimated expenses
of issuing and sellinq the Bonds. The Expense Fund shall be
used in accordance with the Indenture to pay such Bond issuance
expenses.
12. Investment of Trust Funds. Any moneys held as a
part of the trust funds held by the Trustee under the Indenture
hereof may be invested and reinvested by the Trustee, but
subject to further limitations as provided in the Indenture, in
(i) securities which are direct general obligations of the
United States of America, (ii) securities which are
unconditionally guacanteed as to both principal and interest by
the United States of America, (iii) obligations of the Federal
National Mortgage Association or the Government National
Mortgage Association, (iv) bank repurchase agreements fully
secured by obligations of the United States of America, and (v)
interest-bearing accounts, time deposits, and certificates of
deposit issued by any bank insured by the Federal Deposit
Insurance Corporation (including the Trustee and any affiliate
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RESOLUTION # 167
of the Trustee) which has capital and surplus in excess of
$5,000,000, but in no event shali the amount so invested at any
one time in any such bank equal or exceed 20% of the capital,
surplus, and undivided profits of such bank.
13. Determination of Revenue Payment. The Revenue
Agreement requires the Company to make repayments of the loan
in the amounts specified in the Schedule of Terms. Such
payments are scheduled to provide sufficient revenues to pay
the principal of and interest on the Bonds when due.
In expressing the Company's obligation to make the
necessary revenue payments, it shall suffice herein and in the
Revenue Agreement to state that the Company shall be obligated
to pay the Municipality (or the Trustee for the account of the
Municipality) amounts sufficient to pay when due the principal
of, premium, if any, and interest on the Bonds.
The Revenue Agreement contains provisions, adequate in
the judgment of this body, requiring the Company to provide for
the maintenance of the Project and the carrying of all proper
insurance with respect thereto. Consequently, the Company need
not be required to pay amounts into any reserve Eunds for the
retirement of the Bonds or for the maintenance of the Project.
14. Award of Bonds; Execution and Deliverv of the
Sond Purchase Aqreement. The Company has negotiated for the
sale of the Bonds to the Bond Purchaser a* the purchase price
(expressed as a percentage of the principal amount of the
Bonds) specified in the Schedule of Terms, plus accrued
interest to the date of delivery. Given the purposes of the
financing and the involvement of the Municipality therewith, it
is the determination of this body that the Bonds shall be
hereby awarded to the Bond Purchaser at the price aforesaid
with delivery to follow in the manner, at the time, and subject
to the conditions set forth in the Bond Purchase Agreement. As
evidence thereof, the Authorized Municipal Officials are hereby
authorized and directed for and in the name of the Municipality
to execute, affix with the official seal of the Municipality,
and deliver the Bond Purchase Agreement in the form as shall be
approved by Bond Counsel and Counsel to the Municipality and
the Authorized Municipal Officials consistent with this
Resolution and the terms of the Act, their execution thereof to
constitute conclusive evidence of their approval of any such
insertions and corrections.
15. Execution and Delivery of the Revenue Agreement
and the Indenture; Assiqnment of the Promissory Note. The
Authorized Municipal Officials are hereby authorized for and in
the name of the Municipality to execute, affix with the
official seal of the Municipality, and deliver the Revenue
Agreement, the Indenture, and the assignment of the Promissory
Note in the respective forms thereof as shall be approved by
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RESOLUTION # 167
Hond Counsel and Counsel to the Municipality and the Authorized
Municipal Officials consistent with this Resolution and the
terms of the Act, their execution thereof to constitute
conclusive evidence of their approval of any such insertions
and corrections.
16. Execution and Delivery of the Bonds. The
Authorized Municipal Officials are hereby authorized for and in
the name of the Municipality to execute the Bonds in the manner
authorized by paragraph 4 of this Resolution. Subject to the
terms and conditions of the eond Purchase Agreement, the
Municipality shall deliver the Bonds to the Bond Purchaser.
17. General Authorizations. The Authorized Municipal
Officials and the appropriate deputies and officials of the
Municipality in accordance with their assigned responsibilities
are hereby each authorized to execute, publish, file, and
record such other documents, instruments, notices (including
notice pursuant to wis. Stats. §893.77), and records and to
take such other actions as shall be necessary or desirable to
accomplish the purposes of this Resolution and to comply with
and perform the obligations of the Municipality under the
Bonds, the Revenue Agreement, and the Indenture.
In the event that any of the Authorized Municipal
Officials shall be unable by reason of death, disability,
absence, or vacancy of office to perform in timely Eashion any
of the duties speciEied herein (such as the execution of Bonds,
the Bond Purchase Agreement, the Revenue Agreement, the
Indenture, or the assignment of the Promissory Note), such
duties shall be performed by the officer or official succeeding
to such duties in accordance with law and the ordinances of the
Municipality.
18. Effective Date; Conformity. This Resolution
shall be effective immediately upon its passage and approval.
To the extent that any prior resolutions of this body are
inconsistent with the provisions hereof, this Resolution shall
control and such prior resolutions shall be deemed amended to
such extent as may be necessary to bring them in conformity
with this Resolution.
- 19. Public Approval. This resolution will constitute
public approval of the issuance o£ the Bonds to finance the
Project within the meaning of Section 103(k) of the Internal
Revenue Code of 1954, as amended. There is hereby approved the.
issuance by the Municipality of $600,000 of its industrial
development revenue bonds, the proceeds of which will be loaned
to the Company to finance certain costs relating to a 20,000
square foot shipping supplies manufacturing facility and
related equipment located at 3465 Moser Street.
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RESOLUTION # 167
The foregoing resolution of the City Council of the
City of Oshkosh, Wisconsin, was introduced, approved and
adopted on July 3, 1986.
, C�§e-r
�RmES A m�'TH-eR, D�PcctY C�TY M�FlYDR
Donna C. Serwas, City C1erk
EiJErITTED l7
#MROVED � � �
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RESOLUTION # 167
EXHIHIT A
SCHEDULE OF TERMS
DESCRIPTION OF BONDS:
CITY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(CENTRACTOR, INC. PROJECT)
BOND MATURITY SCHEDULE:
Principal amount of $600,000 represented by 26 bonds
dated the date of their issuance, in denominations and maturing
as set forth below:
Bond Principal Maturity Bond Principal Maturity
Number Amount Date Number Amount Date
R-1
R-2
R-3
R-4
R-5
R-6
R-7
R-8
R-9
R-10
R-11
R-12
R-13
$10,000
10,000
15,000
15,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
INTEREST RATE:
January
July 1,
January
July 1,
January
July 1,
January
July 1,
January
July 1,
Sanuary
July 1,
January
1, 1987
1987
1, i988
1988
1, 1989
1989
1, 1990
1990
1, 1991
1991
1, 1992
1992
1, 1993
R-14
R-15
R-16
R-17
R-18
R-19
R-20
R-21
R-22
R-23
R-24
R-25
R-26
$25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
Suly 1,
January
July 1,
January
July 1,
January
Suly 1,
Sanuary
July 1,
January
Suly 1,
January
July 1,
The interest rate shall be a rate per annum (computed
on the basis of a 360-day year and the actual number of days
elapsed) equal to (i) 70% of the Prime Rate (the "Prime Rate"
means the rate adopted by Associated First Neenah Bank, Neenah,
Wisconsin, from time to time as its base rate for interest rate
determinations), adjusted on January l, April 1, July 1, and
October 1 of each year, provided *_he tax-exempt rate shall
never be less than So nor more than 130, or (ii) such different
rate as may be required from time to time under the terms of
the Bonds.
BOND INTEREST PAYABLE:
Quarterly on January 1, April 1, July 1 and October 1
of each year beginning October 1, 1986.
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1993
1, 1994
1994
1, 1995
1995
1, 1996
1996
1, 1997
1997
1, 1998
1998
1, 1999
1999
RESOLUTION # 167
PURCHASE PRICE TO BOND PURCHASER:
100o plus accrued interest.
PROJECT DESCRIPTION:
Land, building, and equipment (as more fully described
in Paragraph 19 of this Resolution).
SECURITY:
Mortgage on the project real estate, security interest
in machinery, equipment, inventory, and accounts receivable,
and guaranty of Howard Curler.
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