HomeMy WebLinkAbout32672 / 83-13DECEMBER 1, 1983
# �3 RESOLUTION
(CARRIED LOST LAID OVER WITHDRAWN )
WHEREAS, applications for licenses have been made, fees
deposited, and all legal procedures have been taken as per
ordinance of the City of Oshkosh,
NOW, THEREFORE, BE IT RESOLVED by the Common Council of
the City of Oshkosh that the following licenses be granted:
OPERATOR LICENSES
(EXPIRES: JUNE 30, 1984)
Robert J, Christman, 1522A Oshkosh Avenue
Robert L. Gambsky, Box #94, Eldorado
Misty Ann Gregory, 802 Ceape Avenue
Michael R. Griep, 1611 N. Main Street
Joseph L. Madel, 322 W. llth Avenue
Herb M. Mugerauer, 702 Stillwell
Betty Omness, 426 W. Sth Avenue
Beth K. Otto, 1330 Maricopa Drive
Ronald Stierna, 640 Poplar Street
Thomas M. Unrath, 37 Bay Street
TAXICAB DRIVER LICENSES
(EXPIRES: JUNE 30, 1984)
Gene Heineman, 45A Algoma Blvd.
Mehdi Shirzad, 602 Elmwood Avenue
SiJEbSZTTED D"Y
A?P�0"v�D
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,
AMENDED AND RESTATED
RESOLUTION AUTHORIZING
CITY OF OSHKOSH
WINNEBAGO COUNTY, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(MRI DEVELOPMENT CORP. PROJECT)
SERIES A AND SERIES B
WHEREAS, on October 27, 1983, the City Council of the City
of Oshkosh adopted a resolution (the "October 27 Resolution")
authorizing the-issuance o£ certain industrial development revenue
bonds on behalf of MRI Development Corp.; and
WHEREAS, since the adoption of the October 27 Resolution,
CeT�Z1P. chang°S ::2V2 beer. P.!�c�° t0 ttl° �^CL'P.l?^±5 T'°_f°Z'�e3 t0 1P_
the October 27 Resolution which make it necessary to amend the
October 27 Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OE OSHKOSH, WISCONSIN, THAT the October 27 Resolution is
amended and restated to read in its entirety as follows:
WHEREAS, in a resolution (the "Initial Resolution") adopted
January 6, 1983, by the City Council of the City of Oshkosh,
Winnebago County, Wisconsin (sometimes herein called the "City"
or the "Issuer"), the Issuer expressed its intent, and authorized
and directed its o££icers, to work toward the consummation of a
financinq agreement with MRI Development Corp., a Wisconsin
corporation (the "Company"), pursuant to which the City would
issue its industrial development revenue bonds pursuant to Section
66.521, Wisconsin Statutes, as amended (the "Act"), in an amount
not to exceed $1,200,000 for the purpose of financing costs of,
among other things, acquiring and remodeling, rehabilitatinq and
equipping an existing building in the City £or use as an office
building under the condominium form o£ ownership (which acquisi-
tion, remodelinq, rehabilitating, equipping and related improve-
ments are re£erred to herein as the "Project"); and
WHEREAS, in the Initial Resolution, the Council made a
speci£ic finding that the Project was located in or adjacent to a
blighted area within the meaning of Wis. Stats. Section
66.521(2)(b)(20); and
WHEREAS, since the adoption o£ the Initial Resolution it has
been determined that the Bonds can most efficiently be issued in
two series; and
WHEREAS, in reliance upon the Initial Resolution, the Cor�pany
has commenced acguisition, remodeling, rehabilitating, equipping,
and related improvements and the payment of related costs, has
entered into negotiations with an initial purchaser (the "Purchaser")
for purchase of two series of bonds to be so issued in the respec-
tive principal amounts of $600,000 (the "Series A Bonds") and
$500,000 (the "Series B Bonds") (collectively re£erred to herein
as the "Bonds") and caused to be prepared and herewith submitted
to this City Council forms of the following documents:
(a) Mortgage, Loan and Security Agreement-Series A between
the Issuer and the Company pursuant to which the Issuer
agrees to loan the proceeds of the Series A Bonds to
the Company to finance a portion of the Project and
related costs, toqether with the Company's Series A
Note containing its promise to repay such loan with
interest as set forth therein (annexed hereto as Exhibit
"A", -incorporated herein by re£erence and referred to
herein as the "Series A Revenue Agreement" and "Series
A Note", respectively); and
(b) Mortgage, Loan and Security Agreement-Series B betweea
the Issuer and the Company pursuant to which the Issuer
agrees to loan the proceeds of the Series B Bonds to
the Company to finance a portion of the Project and
related costs; together with the Company's Series B
Note containinq its promise to repay such loan with
interest as set forth therein (annexed hereto as Exhibit
"B", incorporated herein by re£erence and referred to
herein as the "Series B Revenue Agreement" and "Series
B Note", respectively); and
(c) Indenture of Trust-Series A between the Issuer and
Valley Bank of Oshkosh, Oshkosh, Wisconsin., as Trustee
(the "Trustee") (annexed hereto as Exhibit "C", incor-
porated herein by reference, and re£erred to herein as
the "Series A Indenture"); and
(d) Indenture of Trust-Series B between the Issuer and the
Trustee (annexed hereto as Exhibit "D", incorporated
herein by re£erence, and re£erred to herein as the
"Series B Indenture"); and
(e) Project Financing Aqreement among the Issuer, the
Ccmpany and th� Purchas�r (ar.:exed her�to as Exhibit
"E", incorporated herein by re£erence, and referred to
as the "Agreement"); and
WHEREAS, the issuance of the Series A Bonds by the Issuer,
the creation o£ a mortgage and security interest in the Pledged
Property, as defined in the Series A Revenue Agreement, and the
pledge o£ the Series A Revenue Agreement and its revenues to the
Trustee under the Series A Indenture, as herein recited and
provided, in the judgment of this Council will serve the intended
accomplishments and in all respects conform to the provisions and
requirements of the Act; and
WHEREAS, the issuance of the Series B Bonds by the Issuer,
the creation of a mortgage and security interest in the Pledged
Property, as defined in the Series B Revenue Agreement, and the
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pledge of the Series B Revenue Agreement and its revenues to the
Trustee under the Series B Indenture, as herein recited and
provided, in the judgment of this Council will serve the intended
accomplishments and in all respects conform to the provisions and
requirements of the Act; and
WHEREAS, the Company has made representations to the Issuer
(to be supported by appropriate documentation) that the estimated
cost of the portion of the Project financed by the Series A
Bonds, together with related costs, is an amount which will be at
least $600,000, that the estimated cost of the portion of the
Project financed by the Series B Bonds, together with related
costs, is an amount which will be at least $500,000, that the
useful li£e of the Pledged Property, as defined in the Series A
Revenue Agreement and Series A Indenture, is estimated to be at
least sixteen (16) years ,and that the use£ul life o£ the Pledged
Property, as defined in the Series B Revenue Agreement and Series
B Indenture, is estimated to be at least sixteen (16) years; and
WHEREAS, the Company represents and agrees that it will en-
ter into the Series A Revenue Agreement and the Series B Revenue
Agreement (the "Revenue Agreements") with respect to the Project
as described above, issue the Series A Note and the Series B Note
(the "Notes"), pay all expenses with respect to the Notes, and
comply with all the terms and provisions of the Notes and Revenue
Agreements so that full debt service will be provided in order to
meet payments of principal of, premium, if any, and interest on
the Bonds and the Company agrees that its representations have
been expressly relied upon by the Issuer in the adoption of this
Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OE OSHKOSH, WISCONSIN, THAT:
1. Definitions. With respect to the Series A Bonds, the
terms "Series A Bonds", "Bond Fund", "Bondholder", "Pledged
Property", "Project Fund", "Trust Estate" and "Trustee" shall
have the same meanings as defined in the Series A Revenue Agree-
ment and the Series A Indeniure. With respect to the Series B
Bonds, the terms "Series B Bonds", "Bond Fund", "Bondholder",
"Pledged Property," "Project Fund", "Trust Estate" and "Trustee"
shall have the meanings as de£ined in the Series B Revenue Agree-
ment and the Series B Indenture. The term "Bonds" when used
herein shall refer to the Series A Bonds and the Series B Bonds,
unless the context otherwise requires. The term "Indentures"
when used herein shall refer to the Series A Indenture and the
Series B Indenture, unless the context otherwise requires.
2. Determination. Based on the representations hereinbe-
fore described, this Council hereby finds and determines that:
(a) the estimated cost of the Project, including all costs
in connection therewith permitted to be financed with
the Bonds under the Act, is at least $1,100,000;
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(b) the use£ul life of the Pledged Property, as defined in
the Revenue Agreements and Indentures, is not less than
sixteen (16) years;
(c) the loan payments
in Section 3.9 of
sufficient to pay
Series A Bonds;
to be made in each year as specified
the Series A Revenue Agreement are
the principal o£ and interest on the
(d) the loan payments to be made in each year as specified
in Section 3.9 of the Series B Revenue Agreement are
su£ficient to pay the principal of and interest on the
Series B Bonds;
(e) no reserve fund need be established in connection with
the retirement of the Series A Bonds or maintenance of
the Pledged Property, as defined in the Series A Revenue
Agreement and Series A Indenture; and
(f) no reserve fund need be established in connection with
the retirement of the Series B Bonds or maintenance of
the Pledged Property, as defined in the Series B Revenue
Agreement and Series B Indenture.
3. Issue of Bonds. The Issuer shall issue its Bonds in the
amount of One Million One Hundred Thousand Dollars ($1,100,000)
for the purpose o£ financing the Project and other authorized
costs. The Bonds, which will consist of Series A Bonds in the
principal amount of $600,000 and Series B Bonds in the principal
amount of $500,000, shall be sold to the Purchaser in accordance
with the terms and conditions set forth in the Agreement.
The Series A Bonds shall be issued pursuant to the Act,
shall be designated, dated, in the form, and have the maturities
and bear interest as provided in the Series A Indenture. A11
details pertaining to the Series A Bonds as provided in the
Indenture are hereby adopted as and for the details approved by
this Issuer. The Series A Bonds sha11 not be a general obli-
gation cr i:,debtedness of the is�uer within tne meaninq of any
state constitutional provision or statutory limitation and sha11
not constitute nor give rise to a pecuniary liability o£ the
Issuer or a charge against its general credit or taxing powers,
but shall be payable solely £rom the payments and other revenues
that may be available therefor from the Series A Revenue Agree-
ment and Series A Note or in the event of default thereon as
otherwise provided herein or in the Series A Indenture and per-
mitted by law, and in no event shall the Series A Bonds or the
interest thereon or any other costs or expenses in connection
therewith or with the Project ever be payable from any funds of
the Issuer other than the payments and other revenues to be
received by the Issuer under the Series A Revenue Agreement and
Series A Note.
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.J
The Series B Bonds shall be issued pursuant to the Act,
shall be designated, dated, in the form, and have the matuFities
and bear interest as provided in the Series B Indenture. All
details pertaining to the Series B Bonds as provided in the
Series B Indenture are hereby adopted as and for the details
approved by this Issuer. The Series B Bonds shall not be a
general obligation or indebtedness of the Issuer within the
meaninq of any state constitutional provision or statutory limi-
tation and shall not constitute nor give rise to a pecuniary
liability of the Issuer or a charge against its general credit or
taxing powers, but shall be payable solely from the payments and
other revenues that may be available therefor from the Series B
Revenue Agreement and Series B Note or in the event of default
thereon as otherwise provided herein or in the Series B Indenture
end permitted by law, and in no event sha11 the Series B Bonds or
the interest thereon or any other coscs or expenses in connection
therewith or with the Project ever be payable from any funds of
the Issuer other than the payments and other revenues to be
received by the Issuer under the Series B Revenue Agreement and
Series B Note.
The payments when paid by the Company, pursuant to the
Revenue Agreements and the Notes, shall be paid directly to the
Trustee for the account o£ the Issuer so long as any of the Bonds
shall be outstanding and unpaid. The Bonds shall be executed on
behalf of the Issuer by its City Manager and City Clerk or their
authorized deputies in their absence, shall have its corporate
seal impressed or imprinted thereon and may be in typewritten
form. Facsimile signatures may be used as permitted by law.
4. A�proval and Execution of Documents. Subject to such
changes or revisions therein as Quarles & Brady as Bond Counsel
("Bond Counsel") or Counsel for the Issuer may approve, the
Indentures, Notes, Revenue Agreements, and Agreement, in substan-
tially their respective forms presented to this meeting and
attached hereto, are hereby approved. The City Manager, City
Clerk and Director of Finance or any o£ their authorized deputies
i£ necessary, are authorized on behalf of the Issuer to execute
and deliver the Indentures; Rever_ue Agreements, and P.greement,
with such revisions, chanqes, or deletions as may be approved by
the signatories thereto, which approval shall be conclusively
proved by their execution of such documents. The City Manager,
City Clerk and Director of Einance and their authorized deputies
and other o£ficials o£ the Issuer are hereby authorized to pre-
pare or to have prepared and to execute, file and deliver, as
appropriate, all such documents, financing statements, opinions,
certificates, affidavits, and closinq or post-closing instruments
(including but not limited to amendments of the Indentures and
Revenue Agreements not requiring the consent of the Bondholders
pursuant to Sections 11.01 and 12.01 0£ the Indentures) as may be
required by this resolution or deemed necessary by said officials
or by Bond Counsel. The City Manager and Clerk or any of their
authorized deputies are £urther authorized and directed on behalf
of the Issuer to complete, execute and file with the Internal
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Revenue Service a statement of the election by the Issuer to
issue the Bonds in an aggregate principal amount exceeding
$1,000,000 but not exceeding $10,000,000 as provided in Section
103(b)(6)(D) o£ the Internal Revenue Code of 1954, as amended.
5. Appointment o£ Trustee; Funds; Investment Directions.
Valley Bank of Oshkosh, Oshkosh, Wisconsin, is hereby designated
as Trustee under the Indentures.
There are hereby created by the Issuer and ordered estab-
lished with the Trustee the following trust funds:
(a) The Project Fund as described in Section IV-2 of the
Series A Indenture (the "Series A Project Fund") to be
used solely to pay that portion of the costs of the
Project and such cther costs as are provided to be paid
therefrom in the Series A Indenture. The Issuer hereby
authorizes and directs the Trustee (i) to withdraw
suf£icient funds from the Series A Project Fund to make
the aforesai� payments as the same become due and
payable, and (ii) to transfer from the Series A Project
Fund to the Series A Bond Fund any moneys which are not
needed £or the purposes for which the Series A Bonds
are issued in the manner and at the time provided in
the Series A Indenture.
(b) The Bond Eund as described in Section IV-1 0£ the
Series A Indenture to be used to pay the principal and
interest on the Series A Bonds and such other costs as
are provided to be paid there£rom in the Series A
Indenture. The Issuer hereby authorizes and directs
the Trustee to withdraw suf£icient funds £rom the
Series A Bond Fund to pay the Series A Bonds, premium,
if any, and interest thereon as the same become due and
payable. The holders o£ the Series A Bonds shall have
a first lien on the payments in connection with that
portion of the the Project required to be paid by the
Company £or the payment of principal, premium, if any,
and interest on the Series A Bonds under the Series A
Revenue Agreement, Series A Note and Series A Indenture.
Said payments received under the Series A Revenue
Agreement and Series A Note with respect to the portion
o£ the Project financed with the proceeds of the Series
A Bonds are hereby irrevocably pledged £or the payment
of the Series A Sonds and interest thereon.
(c) The Yroject Fund as described in Section IV-2 of the
Series B Indenture (the "Series B Project Fund") to be
used solely to pay that portion of the costs o£ the
Project and such other costs as are provided to be paid
there£rom in the Series B Indenture. The Issuer hereby
authorizes and directs the Trustee (i) to withdraw
suf£icient funds from the Series B Project Fund to make
the aforesaid payments as the same become due and
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payable, and (ii) to transfer from the Series B Project
Fund to the Series B Bond Fund any moneys which are not
needed for the purposes for which the Series B Bonds
are issued in the manner and at the time provided in
the Series B Indenture_
(d) The Bond Eund as described in Section IV-1 of the
Sereis B Indenture (the "Series B Bond Fund") to be
used to pay the principal and interest on the Series B
Bonds and such other costs as are provided to be paid
therefrom in the Series B Indenture. The Issuer hereby
authorizes and directs the Trustee to withdraw sufficient
funds from the Series B Bond Fund to pay the Series B
Bonds, premium, i£ any, and interest thereon as the
same become due and payble. The holders of the Series
B Bonds shall have a first lien on the payments in
connection with that portion o£ the Project required to
be paid by the Company for the payment of principal,
premium, if any, and interest on the Series B Bonds
under the Series B Revenue Agreement, Series B Note and
Series B Indenture. Said payments received under the
Series B Revenue Agreement and Series B Note with
respect to the portion o£ the Project financed with the
proceeds o£ the Series B Bonds are hereby irrevocably
pledged for the payment of the Series B Bonds and
interest thereon.
The Issuer authorizes and directs the Trustee to invest and
reinvest moneys in the Series A Project Fund and the Series A
Bond Fund as set £orth in Article 6 0£ the Series A Indenture.
The Issuer authorizes and directs the Trustee to invest and
reinvest moneys in the Series B Project Fund and the Series B
Bond Fund as set forth in Article 6 of the Series B Indenture.
6. Certain Provisions of the Indentures and Additional
Security. The Series A Bonds and the interest thereon shall be
additionally secured by a mortgage and security interest covering
the Pledged Property as orovided in the Series A Revenue Agreement
and the Series A Indenture, as well as by a guaranty from Leonard G.
Backus and Wayne C. Chaney to the Trustee guaranteeing payment of
the principal of, premium, i£ any, and interest on the Series A
Bonds (the "Guaranty"). The Guaranty shall remain in full force
and e£fect with respect to the Series A Bonds until such time as
the Company's obligations under the Series A Note and Series A
Revenue Agreement shall be assumed by a Person, as defined in the
Series A Revenue Agreement, to whom that portion of the Project
£inanced with the proceeds of the Series A Bonds is sold.
The Series B Bonds and the interest thereon shall be addi-
tionally secured by a mortgage and security interest covering the
Pledged Property as provided in the Series B Revenue Agreement
and the Series B Indenture, as well as by the Guaranty. The
Guaranty shall remain in full force and effect with respect to
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the Series B Bonds until such time as the Company's obligations
under the Series B Note and Series B Revenue Agreement shall be
assumed by a Person to Whom that portion o£ the Project financed
with the proceeds of the Series B Bonds is sold.
7. Certain Provisions of the Revenue Agreements. The
Series A Revenue Agreement provides, inter alia, that:
(a) The maintenance and repair costs of the Pledqed Property,
as de£ined therein, taxes in connection therewith, and
other charges and insurance with respect to said Pledqed
Property will be taken out, assumed and paid by the
Company. The Issuer has no obligation with respect
thereto. The proceeds of any recovery under the fore-
going insurance policies shall be used and disposed of
in the manner provided in the Series A Revenue Agree-
ment and the Series A Indenture.
(b) The Company shall make payments pursuant to the Series
A Note and the Series A Revenue Agreement (directly to
the Trustee for deposit in the Series A Bond Fund and
£or the account of the Issuer) in the amounts su£ficient
for payment from the Series A Bond Fund when due of the
principal of, premium, if any, and interest on the
Series A Bonds.
The Series B Revenue Agreement provides, inter alia, that:
(a) The maintenance and repair costs of the Pledged Property,
as de£ined herein, taxes in connection therewith, and
other charges and insurance with respect to said Pledged
Property wi11 be taken out, assumed and paid by the
Company. The Issuer has no obligation with respect
thereto. The proceeds o£ any recovery under the fore-
going insurance policies shall be used and disposed of
in the manner provided in the Series B Revenue Agree-
ment and the Series B Indenture.
(b) The Company shall make payments pursuant to the Series
B Note and the Series B Revenue Agreement (directly to
the Trustee for deposit in the Series B Bond Fund and
for the account o£ the Issuer) in the amounts suf£icient
for payment £rom the Series B Bond Fund when due o£ the
principal of, premium, i£ any, and interest on the
Series B Bonds.
8. Covenants Binding Upon Issuer. All covenants, stipu-
lations, obligations and agreements of the Issuer contained in
this resolution and in the Bonds, the Revenue Agreements, the
Indentures, and the Agreement shall be deemed to be the cove-
nants, stipulations, obligations and agreements of the Issuer to
the full extent authorized or permitted by law, and such cove-
nants, stipulations, obligations and agreements shall be binding
upon the Issuer and its successors from time to time and upor eny
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body to which any powers or duties a£fectinq such covenants,
stipulations, obligations and agreements shall be trans£erred by
or in accordance with law. Except as otherwise provided in this
resolution, all rights, powers and privileqes conferred and
duties and liabilities imposed upon the Issuer or the officers
thereof by the provisions of this resolution, the Bonds, the
Revenue Agreements, the Indentures or the Agreement shall be
exercised or per£ormed by the Issuer or by such o£ficers, board
or body as may be required by Iaw to exercise such powers and to
perform such duties_
No covenant, stipul.ation, obligation or aqreement herein
contained or contained in the Bonds, the Revenue Aqreements, the
Indentures or the Aqreement shall be deemed to be a covenant,
stipulation, obligation or agreement of any officer, agent or
employee of the Issuer or o£ this Council in his or her indi-
vidual capacity and neither the members of this Council nor any
officer executing the Bonds nor any other officer or employee of
the Issuer shall be liable personally on the Bonds or be subject
to any personal liability or accountability for any act or omis-
sion related to the authorization or issuance thereof.
9. Persons Responsible for Issuing the Bonds. The City
Manager, City Clerk, Director of Finance and their authorized
deputies are hereby designated as the of£icers responsible £or
issuing the Bonds within the meaning of Section 1.103-13(a)(2)
(ii)(C) of the Income Tax Regulations.
10. Approval. This Resolution constitutes approval o£ the
issuance o£ the Bonds by this Council as required by Section
103(k) of the Internal Revenue Code o£ 1954, as amended, and the
regulations thereunder. This Resolution was adopted following a
public hearing held in a convenient location pursuant to reason-
able public notice. The Project, maximum aggregate face amount
of the Bonds and the initial owner, operator and manager o£ the
Project will be as described in this Resolution. The Project is
located at 240 Algoma Boulevard, Oshkosh, Wisconsin.
SDS27C:C
Adopted
Approved
''�
, 1983
City Clerk
, 1983
City Manaqer
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