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Home My WebLink About33150 / 84-02DECEMBER 27, 1984 RESOLUTION # 2 RESOLUTION AIJTHORIZING CITY OF OSHK05H, j42SCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS (Oshkosh Centre Hotel Venture Project) Series 1984 WHEREAS, in resolutions adopted on April 1, 1982 and November 1, 198A (the "Initial Resolutions") 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 Oshkosh Centre Hotel Venture (the "Participant"), 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 $°�°��,�� for the purpose of financing a11 or a portion of the costs of the acqui- �ition of land and construction and equipping of a hotel facility and the making of related improvements (the "Project"); and WHEREAS, in reliance on the Initial Resolution the PaYtici- pant is pursuing 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 Participant (the "LOan Agreement"); and (b) an Indenture of Trust between First Bank (N.A.) (the ��Trus%2P_��) and the ISSU2Z' (the "Indenture"�� WHEREAS, the issuance by the �ssuer of $6,000,000 of its Industrial Development Revenue Bonds (Oshkosh Centre Hotel Venture Project) (the "BOnds") and the pledge of the Loan Agree- ment and the revenues to be derived from it to the Trustee are within the power of the Issuer and will further the interests of the Issuer; and WHEREAS, the Loan Agreement provides (a) that the estimated costs, a11 of which the proceeds of the $6,000,000, cost of the Project and related are permitted to be financed with sale of the Bonds, exceed (b) that the Participant will pay or authorize the payment of all expenses incurred by the Issuer in connection with the issuance and sale o£ the Bonds and certain other costs specified in the Loan Agreement, and (c) that the Loan A_qreement will be sufficient to provide for the payment in full of the principal of, premium, if any, and interest on the Bonds - 2 - RESOLUTION # 2 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 f.inds 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 Aareement 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- narce of the Project (as defined in the Loan Aqreement). (c) The non-discrimination provision in Section 4.39 of the Loan Agreement is satisfactory in all respects to the Issuer. 2. Authorization. This Common Council authorizes and directs the issuance of the Bonds in the principal amount of $6,000,000 for the purpose of financing 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 and are to be designated, dated, in the form, have the maturities and bear interest as provided in the Zndenture. The Bonds may be i.^. typewritten form. The Bonds are to be sold to a purchaser provided by the Participant at 1008 of their principal amount plus accrued interest, if any, from this date to the date of delivery. The Bonds are not a general obligation or indebtedness of the Issuer within the meaning of any state constitutional provi- sion or statutory limitation. The Bonds do not constitute or give ri.se 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 or, in the event of default, as is otherwise provided in this Resolution or in the Indenture and permitted by law. Ir no event are the principal of, premium, if any, or interest on the Bonds or any other costs or expenses in connection with the Bonds or the Project payable from any other funds of the Issuer. - 2 - - 3 - RESOLUTION N 2 3, Approval and Execution of Documents. Subject to the changes or revisions approved by Quarles & Brady as Sond Counsel ("Bond Counsel") or Counsel Por the Issuer, the Loan Agreement and Indenture, in substantially the form presented to this meeting, are approved. The City Manager, Director of Finance and Clerk, and each of them or any of their authorized deputies if necessary, are authorized and directed on behalf of the Zssuer to execute, seal and deliver the Loan Agreement and Indenture cvith 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 Mar.ager, Directar of Finance and Clerk, and each of them or any of their authorized deputies if 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 ma�� be used as permitted by law. The City Manager, Director o£ Finance and Clerk, and each of them or any of their authorized deputies if necessary, 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 u 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 the Bonds, The City Manager, Director cf Finance and Clerk, their authorized deputies and other officials of the Issuer are also authori2ed and directed to prepare or to have prepared ar.d to execute, sea1, file and deliver, as appropriate, a11 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 oT may be deemed necessary by those persons, Counsel for the Issuer or by Bond Counsel. 4, Trustee. The Trustee is designated trustee and fiscal agent of the Zssuer 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 Proiect Fund described in the Zndenture to be £unded and used as provided in the Loan Agreement and Indenture. (b) The Bo�d Fund described in the Indenture to be funded and used as provided in the Loan Agreement and Indenture. - 3 - - � - Amounts for deposit received, held and Loan Agreement and RESOLUTION # 2 in the Project Fund and Bond Fund are to be disbursed by the Trustee as provided in the Indenture. 6. Investments. Amounts on deposit in the Construction Fund and Bond Fund are to be invested as provided in the Loan Agreement and Indenture. 7. Certain Provisions of the Loan Aqreement. The Loan Agreement provides in part: (a) that the cost of the maintenance, repair and insuring of the Project and the payment of any taxes or other charges with respect to the Project will be the responsibility of the Participant and the Issuer has no obligation with respect to them. (b) the Participant is to make the payments under the Loan Aqreement directly to the Trustee for deposit in the Bond Fund in amounts sufficient to pay when due the principal o£, premium, if any, and interest on the Bonds. 8. Persons Responsible for Issuin the Bonds. The City Manager and Clerk, or any of their authorized deputies if neces- sary, are designated as the officers responsible £or issuing the Ronds within the meaning of Section 1.103-13(a)(2) (ii){C) of the Federal Income Tax Regulations. 9. Approval. This Resolution is the Issuer's approval as required by Section 103(k) of the Internal Revenue Code o£ 1954, as amended, and the regulations thereunder. This Resolution was adopted after a public hearing held after reasonable public notice. The Project, the maximum aagregate face amount of the Bonds and the initial owner, operator or manager of the Project will be as described in the preamble of this Resolution. The Project is or will be located at 1 North Main Street, Oshkosh, Wisconsin. SUB2dITTs�D BY APPR�VG➢ JSH33C � ia � � . Adopted December 27, 1984 Approved December 27, 1984 - 4 - - 5 - Clerk Mayor � � �G c� � ao � � �1 H � � c� a t�-y °z � m ty .. �D y .. t$ 'i. �N a � a r7 ` m ro N m y � � � � ro` � � O U� N F�'� N • � N a cr F, 7� F'' C�7 N O Ui � O H� t7 �+ � N. Cd O \ � O �z � o � �r � ;; 0 m t� . `-� � x « `.. 0 r�o m f'� � c� ,. � N• � � � rn�