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Home My WebLink About32649 / 83-04October 20, 1983 (CARRIED PURPOSE: INITIATED BY: LOST LAID OVER ��i FINAL RESOLUTION FOR CHAMCO, INC. INDUSTRIAL DEVELOPMENT REVENUE BONDS CHAMCO, INC. RESOLUTIOIQ WITHDRAWN ) BE IT RESOLVED by the Coimnon Council of the City of Oshkosh that the following attached resolution for authorzing the issuance of $375,000.00 City of Oshkosh, Wisconsin, Industrial Development Revenue Bonds on behalf of Chamco, Inc. is hereby approved. SUB3IITT�=i D`.Z APnr,�t ,.;�<\��'„_'"''��\_ �� - 1 - a , ' RESOLUTION # 4 COMMON COUNCIL OF THE CITY OF OSHKOSH Resolution No. ----------------------------------------------------------------- BOND RESOL�TION AUTHORIZING CITY OF OSHKOSH, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BOND ON BEHALF OF CHAMCO, INC. ----------------------------------------------------------------- WHEREAS, the City of Oshkosh, Wisconsin (hereinafter the "City"), is a municipal corporation organized and existing under the laws of the State of Wisconsin and is authorized by the provisions of Section 66.521, Wisconsin Statutes, to finance all or any part of the acquisition of land and construction and equipping of industrial projects and the improvement of sites therefor and to fund all or any part thereof by the issuance of industrial development revenue bonds; and WHEREAS, Chamco, Inc., a Wisconsin corporation, doing business in the City (hereinafter the "Borrower"), has heretofore requested the City to issue an industrial development revenue bond to finance acquisi.tion of approximately 6.464 acres of land and the construction of a facility of approximately 40,000 sqUare feet for use as a facility in the City of Oshkosh Southwest Industrial Park (hereinafter the "Project"); and WHEREAS, on July 21, 1983, this Common Council determined that the Project is qualified and the Borrower is eligible for industrial development revenue bond financing, and pursuant to Section 66.521 of Wisconsin Statutes, adopted an initial resolution resolving to issue zn industrial development revenue bond to finance the Project, subject however, to the satisfaction of certain conditions including the approval by this Common Council of the terms of the Bonds and the revenue agreement described in said initial resolution; and WHEREAS, on July 21, 1983 this Common Council determined that the requirements of Wisconsin Statutes Section 66.521(11)(b)(1) with respect to the Project and the issuance of the Industrial Development Revenue Bonds therefor be waived; and YdHEREAS, on July 26, 1983, notice of the adoption of the initial resolution and the resolution regarding waiver of Wisconsin Statutes Section 66.521(11)(b)(1) was published in accordance with subsection 10 of Section 66.521 of Wisconsin Statutes, and no sufficient petition was filed with the City - 5a - � . Y RESOLUTION.# 4 Clerk reguesting a referendum on the question of the issuance of said industrial development revenue bonds; and WHEREAS, the Borrower, upon inducement by and in reliance on the aforesaid initial resolution has proceeded and continues to proceed to commence construction of the Project; and WHEREAS, on October 20, 1983, a public hearing was held regarding the Yroject and no one present at said hearing objected to the Project or to the issuance of said industrial development revenue bonds; notice of said hearing was published on October 5, 1983 in the official newspaper for the City; and WHEREAS, the Borrower has now requested that the City provide for the issuance of industrial development revenue bonds in the principal amount of $375,000.00 for the purpose of financing the Project upon the terms and conditions set forth in this Resolution (hereinafter the "Bonds"); and WHEREAS, the Borrower has provided the City with the proposed documentation providing for the issuance of the Bonds, as follows: 1. A Purchase Agreement to be entered into by and between the City, the Borrower, and the First Wisconsin National Bank of Oshkosh, Wisconsin (hereinafter the "Bank"), setting forth the terms and conditions on which the City will sell the Bonds to the Bank; and 2. A Loan Agreement to be entered into by and between the City and the Borrower providing for a loan by the City to the Borrower of the proceeds franthe sale of the Bonds on repayment terms scheduled to provide the City with revenue sufficient to retire the Bonds in accordance with their terms; and 3. A Promissory Note to be issued by the Borrower payable to the order of the City in the principal amount of $375,000.00 (hereinafter the "Note") as evidence of the borowing provided for in the Loan Agreement and to be assigned by the City to the Bank; and 4. A Mortgage on the real estate associated with the Project (hereinafter called "Mortgage") from the Borrower to the City, and subsequently assigned by the City to the Bank providing security for the performance for the Borrower's obligations under the Loan Agreement. WHEREAS, in accordance with Section 66.521, Wisconsin Statutes, this Resolution and the aforesaid instruments and documents, the Bonds and interest thereon shall never constitute an indebtedness of the City within the meaning of any State constitutional provisions or statutory limitation and shall not constitute or give rise to a pecuniary liability of the City or a charqe against its taxing powers; and -5b- RESOLUTIOPd # 4 WHEREAS, it is in the public interest of the City to encourage and promote 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 City; the stimulation of the flow of investment capital into the City with resultant beneficial effects on the economy in the City; and the preservation and enhancement of the City's tax base; and WHEREAS, the development of the Project and the issuance of the Bonds to finance the Project as herein provided will serve the intended public purpose of Section 66.521, Wisconsin Statutes, and in all respects conform to the provisions and requirements thereof. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh, Wisconsin that: Section 1. The findings, determinations and provisions of the Initia�solution adopted by this Common Council on July 26 1983 are hereby reaffirmed. Section 2. The City shall borrow, but only in the manner recite--'[c herein, the sum of $375,000.00 for the purpose of (1) financing the cost of providing the Project; (2) paying the costs of issuing and selling the Bonds; (3) paying such other costs related thereto as are permitted to be paid with bond proceeds pursuant to Section 66.521, Wisconsin Statutes. The borrowing shall be accomplished through the sale of the Bonds to the Bank. The City shall then lend the sum of $375,000.00 to the Borrower pursuant to the terms of the Loan Agreement. The loan shall be evidenced by the Note and secured by the Mortgage. Section 3. The Bonds shall be designated City of Oshkosh Industrial Development Revenue Bonds (Chamco, Inc. Project) and shall be dated as of the day of , 1983. The Bonds shall be numbere�i to 4 inc usive, an s a 1 be in the following principal amounts: Bond 1 $150,000.00 Bond 2 $ 75,000.00 Bond 3 $ 75,000.00 Bond 4 $ 75,000.00 The Bonds shall bear interest at a rate equal to 75� of the prime commercial rate charged by the First Wisconsin National Bank of Milwaukee, Wisconsin, adjusted as required to reflect changes in the prime rate. Interest shall be computed monthly. Interest only shall be paid in monthly installments commencing , 1983. The entire principal amount of the Bonds an all accrued interest shall be due , 1986. — 5c — RESOLUTION # 4 The principal of and interest on the Bonds shall be payable in lawful money of the United States of America at the First Wisconsin National Bank of Oshkosh, Wisconsin. The Bonds shall be issued in the form set forth as Exhibit "B" of the Purchase Aqreement with such insertions therein as shall be necessary to comply with the terms of this Resolution and with such corrections therein, if any, as the approving Bond counsel may require for conformity with the terms of this Resolution, the Purchase Agreement, and Section 66.521 of the Wisconsin Statutes. Section 4. The Bonds shall be executed on behalf of the City with the manual signature of the City Manager, countersigned with the manual signature of the City Clerk, and shall have impressed, imprinted or otherwise reproduced thereon the official seal of the City. Section 5. The Bonds are subject to prepayment prior to maturity as provided by its terms and in the Purchase Agreement as summarized below: Mandatory Prepayment. The Sonds shall be subject to mandatory prepayment in whole on the occurrence of a"taxable event" (relating to interest on on the Bonds) as defined in the Loan Agreement at One Hundred Percent (1008) of the principal amount plus accrued interest to the prepayment date. Optional Prepayment. The City, at the election of the Borrower, may prepay t e Bonds in full or in principal amounts of Five Thousand Dollars ($5,000.00) or multiples thereof, plus accrued interest to the date of prepayment. Borrower shall be required to give the City and Bank thirty (30) days written notice of its intent to prepay the Bonds. Section 6. The Bonds shall be a limited obligation of the City paya6 e y it solely from the revenues consisting of (1) income and revenue derived by or for the account of the City from or for the account of the Borrower pursuant to the terms of the Note and the Loan Agreement (except certain taxes, expenses, and indemnity payments which may become due to the City; (2) all net proceeds realized upon the recourse to the Mortgage, and any other collateral given to secure the Borrower's obligations under the Loan Agreement and (3) monies held in funds created under the Purchase Agreement. As security for the payment of the principal of and interest on the Bonds, the City shall pledge and assign to the Bank all of its right, title and interest in and to the Note, the Loan Agreement (except for its rights to receive and enforce payments of certain taxes and expenses from the Borrower as set forth in the Purchase Agreement and Loan Agreement), the Mortgage, and the funds held by the Bank under the Purchase Agreement. - 5d - RESOLUTION # 4 The Bonds and interest thereon shall never be or be considered a general obligation of the City or an indebtedness of the City within the meaning of any State constitutional provisions or statutory limitation and shall not constitute or give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. Section 7. The amount necessary in each year to pay the principa'�and interest on the Bonds is the sum of (1) the amount of principal and interest due in such year in accordance with Section 3 of this Resolution (as reduced from time to time by reason of prepayment), plus (2) the principal amount of the Bonds to be prepaid in such year in accordance with a call for prepayment made in accordance with Section 5 of this Resolution. In expressing the Borrower's obligation to make the necessary revenue payments, it shall be sufficient herein and in the Loan Agreement to state that the Borrower shall be obligated to pay the City (or the Bank for the account of the City) an amount sufficient to pay when due the principal of and interest on the Bonds. The Loan Aqreement contains provisions adequate in the judgment of this Common Council requiring the Borrower to provide for the maintenance of the Project and the carrying of all proper insurance with respect thereto. Consequently, the Borrower need not be required to pay amounts into any reserve funds for the retirement of the Bonds or for the maintenance of the Project. Section 8. The Borrower has negotiated the sale of the Bonds to the Bank at a price of One Hundred Percent (100$) of the principal amount of the Bonds, plus accrued interest to the date of delivery. Given the purposes of financing and the involvement of the City herewith, it is the determination of this Common Council that the Bonds shall be hereby awarded to the Bank at the price aforesaid with delivery to follow in the manner, at the time and subject to the conditions set forth in the Purchase Agreement. As evidence thereof, the City Manager and the City Clerk are hereby authorized and directed for and in the name of the City to execute, affix with the official seal of the City and deliver the Purchase Agreement in the form presented herewith or with such insertions therein or corrections thereto as shall be approved by the City Manager and the City Clerk consistent with this Resolution and the terms of Section 66.521, Wisconsin Statutes, their execution thereof to constitute conclusive evidence of their approval of any such insertions or corrections. Section 9. The terms and provisions of the Note, the Loan Agreement and the Mortgage are hereby approved. The City Manager and the Clerk are hereby authorized in the name of the City to execute, affix with the official seal of the City, and deliver the Loan Agreement, the assignment of the Note and the Mortgage in the respective forms thereof presented herewith, or with such insertions therein or corrections thereto as shall be approved by - 5e - � . RESOLUTION # 4 the City Manager and the City Clerk consistent with this Resolution, the terms of Section 66,521, Wisconsin Statutes, their execution thereof to constitute conclusive evidence of their approval of any such insertions or corrections. The City Manager and the City Clerk are further authorized for and in the name of the City to execute the Bonds in the manner authorized by Section 4 of the Purchase Agreement. Subject to the terms and conditions of the Purchase Agreement, the City shall deliver the Bonds to the Bank. Section 10. The City Manager, the City Clerk and the appropria—T te—%eputies, officials and agents of the City in accordance with their assigned responsibilities, are hereby authorized to execute, publish, file and record such other documents, instruments notices (including notice pursuant to Section 893.23, Wisconsin Statutes) and records and to take such other actions as shall be necessary or desirable to accomplish the purposes of this Resolution and to otherwise effectuate a completion of this financing. The City Manager and City Clerk and the aforesaid deputies, officials and agents of the City are further authorized to perform the obligations of the City under the Bonds, the Loan Agreement, the Mortgage, and the form of assigment of the Mortgage. In the event that the City Manager or the City Clerk shall be unable, by reason of death, disability, absence or vacancy of office, to perform in timely fashion any of the duties specified herein, such duties shall be preformed by the officer or official succeeding such duties in accordance with the law and the ordinances of the City. Section 11. 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. Adopted and approved this day of 1983. - 5f - Wi iam Frue , City Manager Donna C. 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