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Home My WebLink About33100 / 84-01, - � RESOLUTION N0. 1 RESOLUTION AUTHORIZING CZTY OF OSHKOSH, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS (MRI DEVELOPMENT CORP. PROJECT) SERIES B WHEREAS, in a resolution adopted on January 6, 1983 (the "Initial Resolution") by the City Council of the City of Oshkosh, Wisconsin (the "Issuer") the Issuer expressed its intent and authorized and directed its officers to work toward the consum- mation of a financing agreement with DIRI Developmeat Corp., a Wisconsin corporation (the "COmpany"), pursuant to which the Issuer would issue its industrial development revenue bonds pursuant to Wisconsi.n Statutes Section 66.521, as amended (the "Act") in an amount not to ex.ceed 51,200,000 for the purpose of finar.cing all or a portion of the costs of acquiring, remodeling, rehabilitating and equipping an existina building in the City of Oshkosh (the "Project") for use as an office building under the condominium form of ownership; and WHERE�S, in reliance on the Initial Resolution the Issuer has issued $600,000 of its Industrial Deveiopment Revenue Bonds (MRI Development Corp. Project) Series A to finance the first phase of the Project and with respect to the second phase of,the Project the Company has caused to be prepared and submitted to this City Council forms of the following documents: (a) a Mortgage, Loan and Security Agreement-Series B between the Issuer and the Company (the "Loan Agree- ment"), (b) a note to be issued by the Company and payable to the Issuer (the "NOte"), (c) an Indenture of Trust-Series B betweer. Va11ey Bank of Oshkosh, Oshkosh, Wisconsin (the "Trustee") ar.d the Issuer (the "Indenture") and (d) a Project Financing Agreement among the Company, the initial purchaser ot the Bonds (the "Purchaser"), and the 2ssuer (the "Project Fir.ancing Agreement"); and WHEREAS, the issuance by the Issuer of $500,000 of its Ir.dustrial Development Revenue Bonds (MRI Development Corp. Project) Series B(the "Bonds") and the pledge of the Loan Agreement, the P7ote and the revenues to be derived °rom them to the Trustee are within the power of the Issuer and wi11 further the interests of the Issuer; and WHEREAS, the Loan Agreement provides (a) that the estimated costs, all of which the proceeds of the than $500,000, cost of the Project and related are permitted to be financed with sale of the Bonds, are not less (b) that the Company will 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 Aqreement wi11 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 City 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 Note 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 �ainte- 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 all respects to the Issuer. 2. Authorization. This City Council authorizes and directs the issuance of the Bonds in the principal amount of $500,000 °or 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 and 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. -z- n The Bonds are to be sold to the Purchaser as provided in the Project Financing Aqreement. 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 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 1aw. 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 Zssuer, the Loan Aareement, Note, Project Financing Agreement 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 authorized deputies if necessary, are authorized and directed on behalf of the Issuer to execute, seal and deliver the Loan Agreement, Project Financing 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 Clerk, 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 may be used as permitted by law. The City Manager, City Clerk and Director of Finance, or any oP their authorized deputies if nec°ssary, 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 the 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, 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 -3- or may be deemed necessary by those persons, by Counsel for the Issuer or by Bond Counsel. 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 ZV-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 Aqreement and Indenture. 6. Investments. Amounts on deposit in the Project Fund and Hond 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 Pledged Property and the payment of any taxes or other charges with respect to the Pledged Property will be the responsibility of the Company and the Issuer has no obligation with respect to them. (b) the Company is to make the payments under the Loan Agreement and Note directly to the Trustee for deposit in the Bor_d Fund in amounts sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. 8. Persons Responsible for Issuinq 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)(2)(ii)(C) of the Federal Income Tax Reaulations. 9. Approval. This Resolution is the Issuer's approval as required by Section 103(k) oi 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 o£ the Project will be as described in the preamble of this Resolution. The -4- 6 Project is or will be located at 240 Algoma Boulevard, Oshkosh, wisconsin. JTW22D Adopted November 28 , 1984 \� �� City C erk � Approved November 28 , :,9g4 -�-�,� y� 7 CL7iLZ.(,��i12' // /. r '�.1��,��2,C Mayor ' p -5- r w,, c� � z � �c �c m � � � � � F� � N �o p n x' `^ N \� � � r � � r � � c� � ao �H �z ry .. a `C O N �d m y rn t . ro�a y m � oc�* c�. m ,� fD � O n � �-S �- � N. c\nmm <D O �i � CZ F'• P. F�• N m cr � \`C td � o H �-7 l7 O C � 0 n � O 7 � 'd H . � ¢ � m � � � �� . `, (.� �