The URL can be used to link to this page

Home My WebLink About32572 / 83-02■ September l, 1983 l�2 RESOLUTION (CARRIED LOST LAID OVER WITHDRAWN ) PURPOSE: INITIAL RESOLUTION FOR C. E. MORGAN WMPANY INDUSTRIAL DEVELOPMENT REVENUE BONDS INITIATED BY: C. E. MORGAN COMPANY, DIVISION OF COMBUSTION ENGINEERING, INC. BE IT RESOLVED by the Common Council of the City of Oshkosh that the following attached resolution for authorizing the issuance of not to exceed $2,000,000 City of Oshkosh, Wisconsin, Industrial Development Revenue Bonds on behalf of C. E. Morgan Company, Division of Combustion Engineering, Inc., is hereby approved. — 2 — SUBMITTED BY ► "-�,� rdt083183 CITY COUNCIL OF THE CITY OF OSHKOSH, WISCONSIN Resolution No. RESOLUTION # 2 INITIAL RESOLUTION RELATING TO POLLUTION CONTROL REVENUE BOND FINANCING ON BEHALF OF C. E. MORGAN WHEREAS, the City of Oshkosh, Wisconsin (the "Munici- pality") is a municipal corporation organized and existing under and pursuant to the laws of the State of Wisconsin and is authorized by Section 66.521, Wisconsin Statutes, as amended (hereinafter sometimes referred to as the "ACt"): (a) to issue revenue bonds to finance all or any part of the costs of the construction, equipping, reequipping, acquisition, purchase, installation, reconstruction, re- building, rehabilitation, improving, supplementing, re- placing, maintaining, repairing, enlarging, extending or remodeling of a project which qualifies under the Act and the improvement of the site therefor; and (b) to enter into a revenue agreement with an eligible participant pursuant to which the eligible participant agrees to cause said project to be constructed and to pay the Municipality an amount of funds sufTicient to provide for the prompt payment when due of the principal of and interest on said revenue bonds; and WHEREAS, C. E. Morgan, a Delaware corporation and wholly-owned subsidiary of Combustion Engineering, Inc. (the "Eligible Participant") has been considering undertaking a project in the Municipality, and the Eligible Participant has represented to the Municipality that it would be an encouragement and inducement for the Eligible Participant to proceed if the project could be financed with revenue bonds; and - 2A - � RESOLUTION # 2 WHEREAS, the Eligible Participant has represented that the intended use of the project is for the purpose of air pollu- tion control and that the project would consist of the acquisi- tion and installation of pollution control equipment (hereinafter called the "Project"); and WHEREAS, the Eligible Participant has estimated that the cost of the Project would be approximately $1,800,000 but, with allowance for modifications, design changes, and inflation could be as high as $2,000,000; and WHEREAS, prior to the date of adoption of this Reso- lution, a statement which provides a good faith estimate of attorney fees which are expected to be paid from proceeds of the revenue bonds has been filed with the Clerk and with the Depart- ment of Development cf t:� State ef k�isconsin, and; WHEREAS, it is in the public interest of the Munici- pality to promote, attract, stimulate, rehabilitate and revita- lize commerce, industry and manufacturing, to promote the better- ment of the environment and the economy of the Municipality and to stimulate a large flow of private investment funds into the Municipality; and WHEREAS, it is the finding and determination of this body that the Project is a qualified "project" within the meaning of the Act and that the Eligible Participant is an "eligible participant" within the meaning of the Act; and WHEREAS, it is the finding and determination of this body that the Municipality would derive public benefits from the Project and its operation, including by way of illustration but not limitation the following: the provision and retention of gainful employment opportunities for the citizens of the Munici- pality; the stimulation of the flow of investment capital into the M�nicipality with resultant beneficial effects on the economy in the Municipality; the preservation and enhancement of the Municipality's tax base; the control of pollution of the environ- ment of the Municipality; and the protection of the health, welfare, and safety of the Municipality's citizens; and WHEREAS, it is the finding and determination of this body that the public interest will be served if the Municipality were to encourage and induce the Eligible Participant to under- take the Project in the Municipality; NOW, THEREFORE, BE IT RESOLVED: t. Subject to the conditions specified in paragraph 2, the Municipality shall pursue and consummate�-a financing having the following elements: - z- - 2B - Resolution # 2 (a) The Municipality shall issue revenue bonds pur- suant to the Act at one or more times in one or more series in such aggregate principal amount not in excess of $2,000,000 as the Eligible Participant shall request; provided, however, that the actual aggregate principal amount shall not be greater than the sum of the then esti- mated aggregate cost of providing the Project, plus the amount necessary to fund any reserve deemed necessary or desirable, plus the estimated financing and bond issuance costs (said bonds being hereinafter called the "Bonds"). (b) The Bonds shall be limited obligations of the Municipality payable by the Municipality solely out of revenues derived from the Eligible Participant or otherwise provided for pursuant to the terms of a loan or similar agreement (hereinafter called the "Revenue Agreement") to be entered into between the Municipality and the Eligible Participant. (c) The Revenue Agreement shall require the Eligible Participant to acquire, construct or install the Project and to provide the Municipality with revenues sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. (d) The Bonds shall have such maturities, interest rates and redemption limitations as the Eligible Participant and the initial Bond purchaser(s) shall propose. 2. The issuance of the Bonds by the Municipality shall be on the following conditions: (a) The Bonds shall not constitute an indebtedness of the Municipality within the meaning of any State constitu- tional provision or statutory limitation. (b) The Bonds shall not constitute or give rise to a pecuniary liability of the Municipality or a charge against its general credit or taxing powers. (c) The Eligible Participant shall be responsible for finding a purchaser or purchasers for all of the Bonds. (d) Prior to the issuance of the Bonds: (i) the electors of the Municipality shall have been given the opportunity to petition for a referendum on the matter of the Bond issue as required by the Act; (ii) either no such petition shall be timely filed or such petition shall have been filed and said referendum shall have approved the Bond issue; and (iii) this body, by further- resolution, shall heve authorized and approved the terms of the Bonds and the Revenue Agreement. -3- - 2C - (e) The Bonds shall be issued the delivery of the Bonds shall unqualified approving legal opinion & Lardner or such other nationally attorneys as shall be acceptable to Eligible Participant. RESOLUTION � 2 pursuant to the Act, and be accompanied with the of the law firm of Foley recognized firm of bond the Municipality and the 3. All out-of-pocket costs in connection with the issuance and sale of the Bonds shall be paid either from the proceeds of the Bonds or by the Eligible Participant. 4. The Clerk shall cause notice of adoption of this Resolution to be published once in The Oshkosh Daily Northwestern (the Municipality's official newspaper, for the publication of notices pursuant to Chapter 985 of the Wisconsin Statutes), and shall cause evidence of publication (including a copy of the notice as published) indicating the date of publication of such public notice to be filed with the Secretary of Department of Development of the State of Wisconsin within 20 days following publication of such notice. 5. This Resolution is an "initial resolution" within the meaning of the Act and official action toward issuance of the Bonds for purposes of Section 103 of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder. 6. Tnis Resolution shall be effective immediately �pon its passage and approval. Unless the Bonds shall have been issued prior thereto, the authorities and authorizations given by this Resolution shall expire on the second anniversary date of the date of adoption of this Resolution or on such later date as this body may specify by resolution adopted either before or after such date. � -4- - 2D - �ESOLUTION # 2 CERTIFICATIONS BY CLERK I, Donna C. Luebke, being first duly sworn, do hereby depose and certify that I am the duly appointed qualified and acting Clerk of the City of Oshkosh, in the County of Winnebago, State of Wisconsin, and as such I have in my possession, or have access to, the complete corporate records of said City and of its Council; that I have carefully compared the transcript hereto attached with the aforesaid corporate records; that said trans- cript hereto attached is a true, correct and complete copy of all the corporate records in relation to the adoption of Resolution No. entitled: INITIAL RESOLUTION RELATING TO POLLUTION CONTROL REVENUE BOND FINANCING ON BEHALF OF C. E. MORGAN I do hereby further depose and certify as follows: 1. Said resolution was considered for adoption by the City Council at a meeting held in the City Hall at 7 P.M. on September 1, 1983. Said meeting was a regular meeting of the City Council and was held in open session in compliance with Subchapter IV of Chapter 19 of the wisconsin Statutes. 2. Said resolution was on the agenda for said meeting and public notice thereof was given not less than 24 hours prior to tne commencement of said meeting in compliance with Section 19.84 of the Wisconsin Statutes, including, without limitation, by posting on the bulletin board in the City Hall, by notice to those news media who have filed a written request for notice of meetings and by notice to the official newspaper of the City. 3. Said meeting was called to order by Mayor Robert Pung, who chaired the meeting. Upon roll I noted and recorded that the following council members were present: and that the following council members were absent: I noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting with- out intervention of any closed session. One of the matters taken up was said resolution which was introduced and its adoption was -i- - 2E - � RESOLUTION # 2 moved by Councilor , and seconded by Councilor Following discussion and after all council members who desired to do so had expressed their views for or against said resolution, the question was called and upon roll being called and the continued presence of a quorum being noted, the recorded vote was as follows: Aye: Nay: Abstain: Whereupon the Mayor declared said resolution adopted, and I so recorded it. 4. I have caused the "NOtice to Electors" to be published in the form and place specified in said resolution; and I have filed evidence of publication (including a copy of the notice as published) indicating the date of publication of said notice together with a copy of said resolution with the Secretary of the Department of Development of the State of Wisconsin or its successor within 20 days following the publication of said notice. IN WITNESS WHEREOF, I have signed my name and affixed the seal of the City hereto on this day of September, 1983. [Municipal Seal] STATE OF WISCONSIN ) ) SS COUNTY OF WINNEBAGO) Subscribed and sworn to before me this day, the date last above written. Notary Public My commission expires: [NOtarial Seal) -ii- - 2F - c� �, cn � ra t� �+ r• �/ �co o � x � cr ,_t-- 27 c+ R� C� ct �C ' j cr N• m • N O N F� � O' � N� L'-r � (D (�` (D C N m � .�` -J � O r[J o y � �J (D O � � �1 a C � ct N H ¢ • O�' l0 L�] O O O O� CJ 'Ci CO O �"S w •• �r o r• a � C] N R� F'• F'• `C \`C 09 � N C] m o z tn�,o cr 7 • O � ,� �n ct O .'S O �3 � 09 O w � � � c� 0 m � O H' G ct N• O � � N •V �'� .ri e� �•�