HomeMy WebLinkAbout32629 / 83-01. —�.
October 27, 1983
(CARRIED LOST
LAID OVER
ati
RESOLUTfON
WITHDRAWN )
There will be a final resolution authorizing the issuance of $1.2 Million
of Industrial Development Revenue Bonds for the MRI Development Corporation
for the development of the Algoma/Church Redevelopment Project.
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10/25/83
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RESOLUTION AUTHORIZING
CITY OE OSHKOSH
WINNEBAGO COUNTY, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(MRI DEVELOPMENT CORP. PROJECT)
SERIES A AND SERIES B
WHEREAS, in a 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 officers,
to work toward the consummation of a financing 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 £inancing costs of, among other things, acquiring
and remodeling, rehabilitating and equipping an existing building
in the City for use as an office building under the condominium
form of ownership (which acquisition, remodeling, rehabilitatinq,
equippinq and related improvements are referred to herein as the
"Project"); and
WHEREAS, in said resolution, the Council made a specific
finding that the Project was located in or adjacent to a bliqhted
area within the meaning of Wis. Stats. Section 66.521(2)(b)(20);
and
WHEREAS, after the issuance of the bonds by the City, por-
tions of the Project will be sold to various persons £or use as
oEfice space and for related activities; and
WHEREAS, in reliance upon the aforementioned resolution, the
Company has commenced acguisition, remodeling, rehabilitating,
equippinq, 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 respective principal amounts of $600,000 (the
"Series A Bonds") and $500,000 (the "Series B Bonds") (collec-
tiveiy referred to herein as the "Bonds") and caused to be pre-
pared and herewith submitted to this City Council £orms 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 reference and re£erred to
herein as the "Series A Revenue Agreement" and "Series
A Note", respectively); and
(b) Mortgage, Loan and Security Agreement-Series B between
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 o£ the Project and
related costs, together with the Company's Series B
Note containing its promise to repay such loan with
interest as set forth therein (annexed hereto as Exhibit
"B", incorporated herein by reference 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 o£ Oshkosh, Oshkosh, Wisconsin, as Trustee
(annexed hereto as Exhibit "C", incorporated herein by
reference, and referred to herein as the "Series A
Indenture"); and
(d) Indenture of Trust-Series B between the Issuer and
Valley Bank of Oshkosh, Oshkosh, Wisconsin, as Trustee
(annexed hereto as Exhibit "D", incorporated herein by
reference, and referred to herein as the "Series B
Indenture"); and
(e) Project Financing Agreement among the Issuer, the
Company and the Purchaser (annexed hereto as Exhibit
"E", incorporated herein by reference, and re£erred to
as the "Agreement"); and
WHEREAS, the issuance of the Series A Bonds by the Issuer,
the creation of a mortgaqe and security interest in the Pledged
Property, as defined in the Series A Revenue Agreement, and the
pledge of 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 a11 respects conform to the provisions and
requirements of the Act; and
WHEREAS, the issuance of the Series B Bonds by the Issuer,
trie creation of a mortgage and security interest in the Pledged
Property, as defined in the Series B Revenue Agreement, and the
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
cosCs, is an amount which will be at least $500,000, that the
useful life of the Pledqed Property, as defined in the Series A
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Revenue Agreement and Series A Indenture, is estimated to be at
least sixteen (16) years ,and that the useful li£e of 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
Aqreement (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, THEREEORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF OSHKOSH, WISCONSIN, THAT:
1. Definitions. With respecC to the Series A Bonds, the
terms "Series A Bonds", "Bond Fund", "Bondholder", "Pledged
Property", "Project Eund", "Trust Estate" and "Trustee" sha11
have the same meanings as defined in the Series A Revenue Aqree-
ment and the Series A Indenture. 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 defined in the Series B Revenue Aqree-
ment and the Series B Indenture. The term "Bonds" when used
herein sha11 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 contexC otherwise requires.
2. Determination. Based on the representations hereinbe-
fore described, this Council hereby £inds and determines that:
(a) the estimated cost of the Project, including a11 costs
in connection therewith permitted to be financed with
the Bonds under the Act, is at least $1,100,000;
(b) the useful li£e 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;
(d) the loan payments
in Section 3.9 of
su£ficient to pay
Series B $onds;
to be made in each year as specified
the Series A Revenue Agreement are
the principal of and interest on the
to be made in each year as specified
the Series B Revenue Agreement are
the principal of and interest on the
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(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 Eonds in the
amount of One Million One Hundred Thousand Dollars ($1,100,000)
for the purpose of £inancing the Project and other authorized
costs. The Bonds, which will consist of Series A Bonds in the
principal amount oi $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 xn the Agreement. The
Series A Bonds sha11 be issued pursuant to the Act, sha11 be
designated, dated, in the form, and have the maturities and bear
interest as provided in the Series A Indenture. All details per-
taining to the Series A Bonds as provided in the Indenture are
hereby adopted as and £or the details approved by this Issuer.
The Series A Bonds shall not be a general obligation or indebted-
ness of the Issuer within the meaninq of any state constitutional
provision or statutory limitation and shall not constitute nor
qive rise to a pecuniary liability o£ 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 A Revenue Agreement and Series A Note or
in the event of default thereon as otherwise provided herein or
in the Series A Indenture and permitted by 1aw, 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 o£ 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. The Series B
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 B Indenture. All details pertaining to
the Series B Bonds as provided in the Series B Indenture are
hereby adopced as and £or the details approved by this Issuer.
The Series B Bonds shall not be a general obligation or indebted-
ness of the Issuer within the meaning of any state constitutional
provision or statutory limitation and shall not constitute nor
give rise to a pecuniary liability of the Issuer or a charqe
against its general credit or taxing powers, but shall be payable
solely from the payments and other revenues that may be available
therefor £rom the Series B Revenue Agreement and Series B Note or
in the event of de£ault thereon as otherwise provided herein or
in the Series B Indenture and permitted by law, and in no event
sha11 the Series B Bonds or the interest thereon or any oCher
costs or expenses in connection therewith or with the Project
ever be payable £rom any funds of the Issuer other than the
payments and other revenues to be received by the Issuer under
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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
of the Issuer so long as any of the Bonds sha11 be outstandinq
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 £orm. Facsimile sig-
natures may be used as permitted by law.
4. Approval and Execution of Documents. Subject to such
chanqes 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 of th=ir authorized deputies
i£ necessary, are authorized on behalf o£ the Issuer to execute
and deliver the Indentures, Revenue Agreements, and Agreement,
with such revisions, changes, 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 Finance and their authorized deputies
and other o£ficials of the Issuer are hereby authorized to pre-
pare or to have prepared and to execute, £ile and deliver, as
appropriate, a11 such documents, financinq statements, opinions,
certificates, affidavits, and closing 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 of 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 further authorized and directed on behali
of the Issuer to complete, execute and £ile with the Internal
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)
of the Internal Revenue Code of 1954, as amended.
5. Appointment of Trustee; Eunds; 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 followinq 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 other costs as are provided to be paid
therefrom in the Series A Indenture. The Issuer hereby
authorizes and directs the Trustee (i) to withdraw
sufficient funds £rom the Series A Project Fund to make
the aforesaid payments as the same become due and
payable, and (ii) to transfer from the Series A Project
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Fund to the Series A Bond Fund any moneys which are not
needed for 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 Fund 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 therefrom in the Series A
Indenture. The Issuer hereby authorizes and directs
the Trustee to withdraw sufficient £unds from 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 of the Series A Bonds shall have
a first lien ori the payments in connection with that
portion of the the Project required to be paid by the
Company for the payment cf 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
of the Project £inanced with the proceeds of the Series
A Sonds are hereby irrevocably pledged for the payment
of the Series A Bonds and interest thereon.
(c) The Project 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 of the
Project and such other costs as are provided to be paid
therefrom in the Series B Indenture. The Issuer hereby
authorizes and directs the Trustee (i) to withdraw
sufficient funds from the Series B Project Fund to make
the aforesaid payments as the same become due and
payable, and (ii) to transfer from the Series B Project
Eund to the Series B Bond Fund any moneys which are not
needed £or the purposes for which the Series B Bonds
are issued in the manner and at the time provided in
the Series B Indenture.
(dj The Bond Eund as described in Section IV-1 of the
Sereis B Indenture (the "Series B Bond Eund") to be
used to pay the principal and interest on the Series B
Bonds 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 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 sha11 have a first Lien on the payments in
connection with that portion of 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
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Series B Revenue Agreement and Series B Note with
respect to the portion of the Project financed with the
proceeds of 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 Eund as set forth in Article 6 of 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 Se^uritv.
The Series A Bonds and the interest thereon shall be additionally
secured by a mortgage and security interest covering the Pledged
Property as provided 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 quaranteeing payment of
the principal o£ premium, if any, and interest on the Series A
Bonds (the "Guaranty"). The Guaranty shall remain in full force
and effect 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
financed with the proceeds of the Series A Bonds is sold. The
Series B Bonds and the interest thereon shall be additionally
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 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 Aqreements. The
Series A Revenue Agreement provides, inter alia, that:
(a) The maintenance and repair costs o£ the Pledged Prop-
erty, as defined therein, taxes in connection therewith,
and other charges and insurance with respect to said
Pledged 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.
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(b) The Company shall make payments pursuant to the Series
A Note and the Series A Revenue Aqreement (directly to
the Trustee for deposit in the Series A Bond Fund and
for the account of the Issuer) in the amounts sufficient
for payment from the Series A Bond Fund when due of the
principal o£, 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 defined herein, taxes in connection therewith, and
other charges and insurance with respect to said Pledged
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 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 of the issuer) in the amounts suf£icient
for payment from the Series B Bond Fund when due of the
principal of, premium, i£ any, and interest on the
Series B Bonds.
S. Covenants Binding Upon Issuer. All covenants, stipu-
lations, obliqations 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 upon any
body to which any powers or duties affecting such covenants,
stipulations, obligations and agreements shall be transferred by
or in accordance with law. Except as otherwise provided in this
resolution, all rights, powers and privileges conferred and
duties and Liabilities imposed upor. the Issuer or the officers
thereof by the provisions of this resolution, the Bonds, the
Revenue Aqreements, the Indentures or the Agreement shall be
exercised or performed by the Issuer or by such officers, board
or body as may be required by law to exercise such powers and to
per£orm such duties.
No covenant, stipulation, obligation or agreement herein
contained or contained in the Bonds, the Revenue Aqreements, the
Indenture5 or the Agreement shall be deemed to be a covenant,
stipulation, obligation or agreement o£ any o£ficer, 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
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the Issuer shall be liable personally on the Bonds or be subject
to any personal liability or accountability £or 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 desiqnated as the officers responsible for
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 oE the
issuance of the Bonds by this Council as required by Section
103(k) of the Internal Revenue Code of 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 of the
Project will be as described in this Resolution. The Project is
located at 240 Alqoma Boulevard, Oshkosh, Wisconsin.
SDS27C:C
Adopted
Approved
-9-
, 1983
City Clerk
1983
City Manager
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