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Home My WebLink About33480 / 85-02RESOLUTION N0. 2 RESOLUTION AUTHORIZING CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS (PACDR, INC. PROJECT) SERIES 1985 WHEREAS, in a resolution adopted on March 7, 1985 (the "Initial Resolution") by the Common Council of the City of Oshkosh, Wisconsin (the "ISSUer") the Issuer expressed its intent and authorized and directed its officers to work toward the consummation of a financing agreement with Pacur, Inc., a Wiscon- sin corporation (the "Borrower"), pursuant to which the Issuer would issue its industrial development revenue bonds pursuant to Wisconsin Statutes Section 66.521, as amended (the "Act") in an amount not to exceed $2,500,000 for the purpose of financing all or a portion of the costs of the construction of an addition to and remodeling of the Borrower's existing facility in the Issuer and the purchase and installation of equipment for that facility and the making of related improvements (the "Project") to be initially used in connection with the Borrower's business of manufacturing flexible packaging products and for related manufac- turing and service activities; and WHEREAS, in reliance on the Initial Resolution the Borrower has commenced the Project and has caused to be prepared and submitted to this Common Council forms of the following documents: (a) a Mortgage, Loan and Security Agreement between the Issuer and the Borrower (the "LOan Agreement"), (b) a Note made by the Borrower and payable to the Issuer (the "NOte"), (c) an Indenture of Trust between The Marine Trust Company, N.A., Milwaukee, Wisconsin (the "Trustee") and the Issuer (the "Indenture") and (d) a Bond Purchase Agreement among the Borrower, the initial purchasers of the Bonds (the "Purchaser"), and the Issuer (the "Bond Purchase Agreement"); and WHEREAS, the issuance by the Issuer of $2,500,000 of its Industrial Development Revenue Bonds (Pacur, Inc. Project) Series 1985 (the "Bonds") and the pledge of the Loan Agreement, the Note and the revenues to be derived from them to the Trustee are within the power of the Issuer and will further the interests of the Issuer; and WHEREAS, the Loan Agreement provides - 3 - ..r (a) that the estimated costs, all of which the proceeds of the than $2,500,000, RESOLUTION. # z cost of the Project and related are permitted to be financed with sale of the Bonds, are not less (b) that the Borrower wi11 pay or authorize the payment of all expenses incurred by the Issuer in connection with the issuance and sale of the Bonds and certain other costs specified in the Loan Agreement and (c) that the Note and Loan Agreement will be sufficient to provide for the payment in full of the principal of, premium, if any, and interest on the Bonds and the Issuer is relying on each of those provisions in the adoption of this Resolution; NOW, THEREFORE, IT IS RESOLVED: 1. Findings and Determinations. This Common Council finds and determines that: (a) The amount necessary in each year to pay the principal of, premium, if any, and interest on the Bonds is an amount equal to the sum of (i) the principal amount of the Bonds maturing in each year, (ii) the principal amount of any Bonds being redeemed in each year and any redemption premium payable as a result of a redemption, and (iii) the interest due on the Bonds in each year, all as provided in the Indenture. The revenues to be derived from the Loan Agreement and the Dtote are sufficient to pay the principal of, premium, if any, and interest on the Bonds. (b) No reserve fund need be established in connection with the retirement of the Bonds or the mainte- nance of the Project Property (as defined in the Loan Agreement). (c) The non-discrimination provision in Section 4.39 of the Loan Agreement is satisfactory in a11 respects to the Issuer. 2. Authorization. This Common Council authorizes and directs the issuance of the Bonds in the principal amount of $2,500,000 for the purpose of financing all or a portion of the costs of the Project and related costs which are permitted to be financed with the proceeds of the sale of the Bonds. The Bonds are to be issued pursuant to the Act ar.d are to be designated, dated, in the form, have the maturities and bear interest as provided in the Indenture. All other details pertaining to the Bonds are to be as provided in the Indenture. The Bonds may be in typewritten form. - 4 - -Z- � RESOLUTIODI # 2 The Bonds are to be sold to the Purchaser as provided in the Bond Purchase Agreement. The Bonds are not a general obligation or indebtedness of the Issuer within the meaninq of any state constitutional provi- sion or statutory limitation. The Bonds do not constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. The Bonds are payable solely out of the revenues to be derived from the Loan Agreement and Note or, in the event of default, as is otherwise provided in this Resolution or in the Indenture and permitted by law. In no event are the principal of, premium, if any, or interest on the Bonds or any other costs or expenses in connec- tion with the Bonds or the Project payable from any other funds of the Issuer. 3. Approval and Execution of Documents. Subject to the changes or revisions approved by Quarles & Brady as Bond Counsel ("BOnd Counsel") or Counsel for the Issuer, the Loan Agreement, Note and Indenture, in substantially the form presented to this meeting, are approved. The City Manager, City Clerk and Director of Finance, or any of their autho'rized deputies if necessary, are authorized and directed on behalf of the Issuer to execute, seal and deliver the Loan Agreement and Indenture with such revisions, additions or deletions as may be approved by the persons signing, which approval shall be conclusively proved by their execution of those documents. The City Manager and City C1erk, or any of their authorized deputies i£ necessary, are also authorized and directed on behalf of the Issuer to execute the Bonds. The seal of the Issuer is to be impressed or imprinted on the Bonds. Facsimile signatures may be used as permitted by 1aw. The City Manager, City Clerk and Director of Finance, or any of their authorized deputies if r.ecessary, are also authorized and directed on behalf of the Issuer to complete, execute, seal, deliver and cause to be filed with the Internal Revenue Service a statement of the election by the Issuer to have the provisions of Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, apply to tne Bonds. The City Manager, City Clerk, Director of Finance, their authorized deputies and other officials of the Issuer are also authorized and directed to prepare or to have prepared and to execute, seal, file and deliver, as appropriate, all documents (including Internal Revenue Service Form 8038), financing state- ments, opinions, certificates, affidavits, and closing or post- closing instruments (including but not limited to amendments to the Loan Agreement and Indenture not requiring the consent of the holders of the Bonds) as may be required by this Resolution or - 5 - -3- RESOLUTION # 2 may be deemed necessary by those persons, Counsel for the Issuer or by Bond Counsel. The City Manager and City Clerk are the officers responsible for the allocation of a portion of the Ceiling Amount of the Private Activity Bonds of the State of Wisconsin in accordance with Executive Order #68 and are authorized and directed to execute certifications regarding such allocation as may be required by 1aw. 4. Trustee. The Trustee is designated trustee and fiscal agent of the Issuer with respect to the Bonds. 5. Funds. There are created by the Issuer and ordered established with the Trustee the following trust funds: (a) The Project Fund described in Section IV-2 of the Indenture to be funded and used as provided in the Loan Agreement and Indenture. (b) The Bond Fund described in Section IV-1 of the Indenture to be funded and used as provided in the Loan Agreement and Indenture. Amounts for deposit in the Project Fund and Bond Fund are to be received, held and disbursed by the Trustee as provided in the Loan Agreement and Indenture. 6. Investments. Amounts on deposit in the Project Fund and Bond Fund are to be invested as provided in the Loan Aqreement and Indenture. 7. Certain Provisions of the Loan Agreement. The Loan Agreement provides in part: (a) that the cost of the maintenance, repair and insurinq of the Project and the payment of any taxes or other charges with respect to the Project will be the responsibility of the Borrower and the Issuer has no obligation with respect to them. (b) the Borrower is to make the payments under the Loan Agreement and Note directly to the Trustee for deposit in the Bond Fund in amounts sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. 9. Persons Responsible for Issuing the Bonds. The City Manager, City Clerk and Director of Finance, or any of their authorized deputies if necessary, are designated as the officers responsible for issuing the Bonds within the meaning of Section 1.103-13(a)12)(ii)(C) of the Federal Income Tax Regulations. �'� -4- RESOIATION # Z • . . , .. 10. Approval. This Resolution is the Issuer's approval as required by Section 103(k) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder. This Resolution was adopted after a public hearing held after reasonable public notice. The Project, the maximum aggregate face amount of the Bonds and the initial owner, operator or manager of the Project will be as described in this Resolution. The Project is or will be located at 3555 Moser Street, Oshkosh, Wisconsin. 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