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HomeMy WebLinkAbout32571 / 83-01September l, 1983 Ifl RESOLUTION (CARRIED LOST LAID OVER WITHDRAWN ) PURPOSE: FINAL RESOLUTION FOR PACUR, INC. INDUSTRIAL REVENUE BONDS INITIATED BY: PACUR, INC. BE IT RESOLVED by the Common Council of the City of Oshkosh that the following attached resolution for authorizing the issuance of $1,500,000 City of Oshkosh, Wisconsin, Industrial Development Revenue Bonds on behalf of the Pacur, Inc. Project, is hereby approved. — 1 — SUBMITTED BY 9PPROVED � X ..�� � 1 Resolution # 1 Resolution No. Dated September 1, 1983 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OSHKOS[i AUTHORIZING THE ISSUANCE OF $1,500,000 CITY OF OSHKOSH, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS (PACUR, INC. PROJECT) WEIEREAS, in this Resolution: "Authorized Municipal Officials" means the City Manaqet and the City Cleck of the Municipality; "Bond Amount" means $1,500,000; "Company" means Pacut, Inc., a Wisconsin corporation; ��Effective Date" means Octobet 3, 1983; "Municipality" means the City of Oshkosh, Wisconsin; "Schedule of Terms" means Exhibit A attached hereto and made a part hereof; and WHEREAS, the Municipality is a municipal corporation orqanized and existinq under and pursuant to the laws of the State of Wisconsin and is authorized by Section 66.521, Wisconsin Statutes, as amended (heceinafter sometimes refecred to as the "Act"), to: (a) issue industtial development revenue bonds to finance all or any pact of the costs of the construction, equippinq, reequippinq, acquisition, purchase, installation, teconstcuction, rebuildinq, rehabilitation, impcovinq, supplementinq, maintaining, repairinq, enlatqinq, extendinq, or remodelinq of a project which qualifies undet the Act and the improvement of the site therefoc; and (b) enter into a revenue aqteement with an eliqible pacticipant oc participants pursuant to which the eliqible participant(s) aqrees to cause said pcoject to be constructed and to pay the Municipality an amount of funds sufficient to provide for the prompt payment when due of the principal of and intetest on said industrial development revenue bonds; and - lA - Resolution # 1 WHEREAS, the Company has hetetofore requested the Municipality to issue industcial development revenue bonds to finance a project on behalf of the Company as an eliqible patticipant under the Act; and WHEREAS, this body has heretofote found and determined that said project (as desccibed in the Schedule of Terms, hereinaftec called the "Project'�) is a qualified "pcoject" within the meaninq of the Act and that the Company is an '�eliqible participant" within the meaninq of the Act; and WEiEREAS, on May 5, 1983 this body adopted an initial resolution putsuant to the Act wherein it was resolved that the Municipality intended to issue industrial development revenue bonds to finance the Ptoject, subject, however, to the satisfaction of certain conditions includinq the appcoval by this body of the terms of the bonds; WFiEREAS, notice of the adoption of the initial resolution was published in accordance with Section (10) of the Act, and no sufficient petition has been filed with the Municipality cequesting a ceferendum on the question of the issuance of said industtial development revenue bonds; and WHEREAS, the Company has now requested that the Municipality ptovide foz the issuance of industrial development [evenue bonds in the Bond Amount upon the tecros set forth in this Resolution (as hecein desccibed, the "Bonds"); and WHEREAS, in connection therewith the Municipality will be required to execute certain documentation fot the Bonds (such documentation to be in such form as Bond Counsel foc this bond issue and Counsel to the Municipality shall apptove) as followe: (a) a Bond Purchase Aqreement, to be dated as of the date of adoption of this Bond Resolution (the "Bond Purchase Aqteement"), to be enteced into by and amonq the Municipality, the Company, and the bond purchaser(s) (the "Bond Purchasec"), settinq focth the tecros and conditions on which the Municipality will sell and the Bond Purchaser will pucchase the Bonds; a nd (b) an Indentute, to be dated as of the Effective Date (the "Indenture"), to be enteced into between the Municipality and the corporate trustee hereinafter desiqnated (the "Trustee��), providinq for the cteation of the Bonds, the terms theteof, and the security therefoc; and -Z- - 1B - Resolution � 1 (c) a Revenue Aqteement, to be dated as of the Effective Date (the "Revenue Aqteement"), to be enteted into between the Municipality and the Company providinq foc a loan of the Bond proceeds to the Company on repayment terms scheduled to pcovide the Municipality with revenues sufficient to cetire the Bonds in accordance with theit terms; (d) Promissocy Note, to be dated the Effective Date (the "Ptomiesory Note"), to be issued by the Company payable to the ordec of the Municipality in the pcincipal amount of the Bond Amount as evidence of the bocrowinqs provided for in the Revenue Aqreement and to be assiqned by the Municipality to the Trustee; (e) A Subordination Agceement, to be dated as of the Effective Date (the "SUbocdination Aqreement"), to be enteced into between the Municipality, the Company, and the Trustee providinq for the subordination of the lien of the Indentute dated as of Apcil 30, 1979 between the Municipality, the Company, and the Ttustee in connection with the Municipality's $1,000,000 Industrial Development Revenue Bonds (Wisconein Industrial Shippinq Supplies, Inc.) to the lien of the Revenue Aqteement; WHEREAS, in accordance with the Act, this Resolution and the afocesaid instcuments and documents, the Bonds and interest theceon shall never constitute an indebtedness of the Municipality within the meaninq of any state constitutional provision oc statutoty limitation, and shall not constitute ot qive cise to a pecuniary liability of the Municipality or a chatqe aqainst its qenetal credit oc taxinq powers; and WHEREAS, it is in the public interest of the Municipality to encouraqe and promote the development of projects such as the Project in order to cealize public benefits such as, but not Iimited to, the pcovision and tetention of qainful employment opportunities for the citizens of the Municipality, the stimulation of the flow of investment capital into the Municipality with resultant beneficial effects on the economy in the Municipality, and the pceservation and enhancement of the Municipality's tax base; and WHEREAS, the development of the Ptoject and the issuance of Bonds to finance the Project as herein cecited will, in the judqment of this body, serve the intended accomplishments of public pucpose and in all respects conform to the ptovisions and requirements of the Act; -3- - 1C - Resolution # 1 NOW, THEREFORE, BE IT RESOLVED: 1. Findinas and Determinations. It has been found and determined and is hereby declared: (a) that the Project is a qualified "pcoject" under and fot the purposes of the Act; (b) (c) that the Company is a qualified "eliqible pacticipant" undet and for purposes of the Act; that the Revenue Aqteement will meet the requirements of a"revenue aqceement" under and foc purposes of the Act; (d) that the estimated aqqreqate cost of providinq the Project, fundinq the requited cesecves, and payinq the costs incident to the financinq is not less than the "Bond Amount"; and (e) that the payments cequired to be made by the Company undec the Revenue Aqceement will be sufficient in amount to pay when due the pcincipal of, pcemium, if any, and intecest on the Bonds. 2. Authorization to Bocrow and to Lend. The Municipality shall borrow, but only in the manner herein recited, the pcincipal sum of the Bond Amount fot the purpose of (i) financinq the costs of providinq the Ptoject, (ii) fundinq the required resetves and payinq the costs of issuinq and sellinq the Bonds, and (iii) payinq such other costs related thereto as are pecmitted to be paid with bond ptoceeds undec the Act. Said borrowinq shall be accomplished throuqh the sale of the Bonds issued pursuant to the Act. The Municipality shall lend the principal sum of the Bond Amount to the Company pucsuant to the terms of the Revenue Aqreement, which borrowinq shall be evidenced by the Promissocy Note of the Company in the ptincipal amount of $1,500,000. 3. Desianation, Denomination, Tenor, and Maturitv of Bonds Created foc Issuance. The Bonds shall be issued in the pcincipal amount of the Bond Amount. The Bonds shall be desiqnated, shall mature on the cespective dates and in the respective pcincipal amounts, and shall beac interest at the respective rates per annum payable on such dates, all as pcovided in the Schedule of Tetms. The Bonds shall be issuable cegisteced bonds without coupons in $45,000, $50,000, $60,000, $65,000, -4- - 1D - as twenty-six fully denominations of $40,000, $70,000, and $110,000. The Resolution # 1 fully ceqisteced Bonds and the intetest theceon shall be transfetable by and shall be payable to the reqistered ownets theteof in the manner and with the effect provided in the Indenture. The principal of and interest on the Bonds shall be payable in lawful money of the United States of Amecica at the principal corporate trust office of the Tcustee, as payinq aqent, or at the office of any successor or additional payinq aqent desiqnated by the Municipality and appcoved by the Company. The Bonds shall be dated the Effective Date. The Bonds shall be issued in the form set foith in the Indenture, with such insettions therein as shall be necessary to comply with the tecme of this Resolution and with such corrections therein, if any, as Bond Counsel and Counsel for the Municipality may cequire for confotmity with the terms of thie Resolution, the Indentuce, and the Act. 4. Execution and Authentication of Bonds. The Bonds shall be executed on behalf of the Municipality with the manual siqnatures of the Authorized Municipal Officials, and the Bonds shall have imptessed, impcinted or otherwise reproduced thereon the official seal of the Municipality or a facsimile thereof. The Bonds shall not be issued unless first authenticated by the Trustee, to be evidenced by the manual signature of an authorized officer of the Tcustee on the Bonds. 5. Desiunation of Trustee. The Municipality hereby desiqnates and appoints The Fitst National Bank of Neenah, Neenah, Wisconsin, to pecform the functions of the Trustee, bond cegistcar, and payinq aqent under the Indenture. 6. Bonds as Limited Obliaations. The Bonds and interest thereon shall nevet be or be considered a qeneral obliqation of the Municipality or an indebtedness of the Municipality within the meaninq of any state constitutional provision or statutoty limitation, and shall not constitute oc qive tise to a pecuniary liability of the Municipality or a chacqe aqainst its qenecal ccedit or taxinq powers. 7. Source of Pavment; Pledae of Revenues. The Bonds shall be limited obliqations of the Municipality payable by it solely from cevenues consistinq of (i) income and revenue detived by ot for the account of the Municipality ftom or fot the account of the Company pucsuant to the terme of the Promissory Note and the Revenue Aqreement, and (ii) moneys held in trust funds cteated under the Indentute. -5- - 1E - Resolution # 1 As security fot the payment of the pcincipal of and intetest on the Bonde, the Municipality shall pledqe and assiqn to the Ttustee all of its ciqht, title, and interest in and to the Promissory Note, the Revenue Aqteement, and the ttust funds held by the Tcustee undet the Indenture. 8. RedemPtion of Bonds Pcior to Maturity. The Bonds shall be subject to cedemption prioc to maturity as pcovided in the Indentute. 9. Cceation of the Construction Fund. Thece is hereby created by the Municipality and otdered established with the Trustee, a tcust fund (the "Consttuction Fund") to be desiqnated with the names of the Municipality and the Company which shall be used to pay (oc reimburse the Company for) the costs of providinq the Project and such other costs in connection with the Project and the issuance and sale of the Bonds as are pecmitted to be paid itom the pcoceeds of the Bonds undec the Act, the Revenue Aqteement, and the Indenture. There shall be deposited in said Consttuction Fund the entire net proceeds received upon sale of the Bonds, less the sum of (i) the deposit to the Expense Fund, and (ii) the accrued intetest ceceived on the initial sale of the Bonde. The Municipality hereby authocizes and directs the Trustee to withdcaw funds from said Construction Fund for disbursement to ot at the ocder of the Company pursuant to requisition of the Company as pcovided in the Indentuce and Revenue Aqreement. 10. Cteation of Bond Fund. There is hereby created by the Municipality and otdered establiehed with the Trustee, a trust fund (the "Bond Fund") to be desiqnated with the names of the Municipality and the Company which shall be used to pay the principal of, pcemium, if any, and interest on the Bonds. The acccued interest received on the initial sale of the Bonds shall be deposited in the Bond Fund. In addition, all payments received from the Company pursuant to the Revenue Aqceement and the Promissocy Note shall be deposited into the Bond Fund. The Municipality hereby authocizes and directs the Tcustee to withdcaw sufficient funds from said Bond Fund to pay the pcincipal of, premium, if any, and interest on the Bonds as the same become due and payable. 11. Creation of Exaense Fund. There is hereby created by the Municipality and ocdeced established with the Trustee a tcust fund (the "Expense Fund") to be desiqnated with the names of the Municipality and the Company. There shall be deposited into the Expense Fund from the net proceeds of the initial sale of the Bonds an amount equal to estimated expenses of issuinq and sellinq the Bonds. The Expense Fund shall be used in accordance with the Indenture to pay such Bond issuance expenses. S� - 1F - Resolution # 1 12. Investment of Tcust Funds. Any moneys held as a part of the trust funds held by the Tzustee undec the Indenture hezeof may be invested and reinvested by the Tcustee, but subject to futthet limitations as ptovided in the Indentuce, in (i) secucities which are direct qenecal obliqations of the United States of America, (ii) securities which are unconditionally quacanteed as to both pcincipal and interest by the United States of Amecica, (iii) obliqatione of the Fedecal National Mortqaqe Association oc the Govecnment National Mottqaqe Association, (iv) bank tepurchase aqreements fully secured by obliqatione of the United States of America, and (v) interest-beacinq accounts, time deposits, and certificates of deposit issued by any bank insured by the Fedetal Deposit Insurance Corpocation (includinq the Tcustee and any affiliate of the Tcustee) which has capital, sutplus, and undivided pcofits in excess of $5,000,000, but in no event shall the amount so invested at any one time in any such bank equal ot exceed 203 of the capital, surplus, and undivided profits of such bank. 13. Detecmination of Revenue Payment. The Revenue Aqceement requices the Company to make cepayments of the loan in the amounts specified in the Schedule of Terms. Such payments ace scheduled to ptovide sufficient revenues to pay the pcincipal of and interest on the Bonds when due. In expcessinq the Company's obliqation to make the necessary �evenue payments, it shall suffice hecein and in the Revenue Aq[eement to state that the Company shall be obliqated to pay the Municipality (ot the Trustee for the account of the Municipality) amounts sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. The Revenue Aqreement contains provisions, adequate in the judqment of this body, cequirinq the Company to provide foc the maintenance of the Project and the caccying of all propec insurance with tespect thereto. Consequently, the Company need not be cequiced to pay amounte into any reserve funds foc the ceticement of the Bonds or for the maintenance of the Project. 14. Awacd of Bonds• Execution and Delivetv of the Bond Pucchase Aaceement. The Company has neqotiated for the sale of the Bonds to the Bond Purchasec at the purchase pcice (expcessed as a percentaqe of the principal amount of the Bonds) specified in the Schedule of Tecros, plus acccued intecest to the date of delivety. Given the purposes of the financinq and the involvement of the Municipality therewith, it is the determination of this body that the Bonds shall be heceby awarded to the Bond Purchaser at the price aforesaid -7- - 1G - Resolution # 1 with delivety to follow in the manner, at the time, and subject to the conditions set forth in the Bond Pucchase Agteement. As evidence thereof, the Authocized Municipal Officials ace heteby authorized and ditected foc and in the name of the Municipality to execute, affix with the official seal of the Municipality, and deliver the Bond Pu�chase Aqceement in the form as shall be apptoved by Bond Counsel and Counsel to the Municipality and the Authocized Municipal Officials consistent with this Resolution and the tecros of the Act, theic execution theteof to constitute conclusive evidence of theic appcoval of any such insettione and cotrections. 15. Execution and DeliverY ot tne Kevenue eareemenc and the Indenture• Assianment of the Promissory Note. The Authorized Municipal Officials are heceby authocized foc and in the name of the Municipality to execute, affix with the official seal of the Municipality, and delivet the Revenue Aqteement, the Indenture, the assiqnment of the Promissoty Note, and the Subocdination Aqreement in the cespective forms theceof as shall be approved by Bond Counsel and Counsel to the Municipality and the Authocized Municipal Officials consistent with this Resolution and the tecros of the Act, their execution theceof to constitute conclusive evidence of theic appcoval of any such insections and coccections. 16. Execution and Deliverv of the Bonds. The Authocized Municipal Officials are hereby authocized for and in the name of the Municipality to execute the Bonds in the manner authocized by paraqtaph 4 of this Resolution. Subject to the terms and conditions of the Bond Pucchase Aqreement, the Municipality shall delivec the Bonds to the Bond Putchaset. 17. General Authocizations. The Authocized Municipal Officials and the appcopciate deputies and officials of the Municipality in accocdance with their assiqned cesponsibilities ace heceby each authocized to execute, publish, file, and cecord such other documents, instruments, notices (includinq notice pucsuant to Wis. Stats. 5893.77), and recocds and to take such othet actions as shall be necessary or desirable to accomplish the purposes of this Resolution and to comply with and pecform the obliqations of the Municipality undec the Bonds, the Revenue Aqreement, and the Indenture. In the event that any of the Authotized Municipal Officials shall be unable by reason of death, disability, absence, oc vacancy of office to perform in timely fashion any of the duties specified hecein (such as the execution of Bonds, the Bond Pucchase Aqreement, the Revenue Aqreement, the Indenture, oc the assiqnment of the Promissory Note), such �� - 1H - Resolution # 1 duties shall be performed by the officer oc official succeedinq to such duties in accordance with law and the ordinances of the Municipality. 18. Effective Date; Conformity. This Resolution shall be effective immediately upon its passage and approval. To the extent that any pcior resolutions of this body are inconsistent with the pcovisions hereof, this Resolution shall contcol and such pciot resolutions shall be deemed amended to such extent ae may be necessacy to bcinq them in confocmity with this Resolution. 19. Public Appcoval. This ceolution will constitute public apptoval of the issuance of the Bonds to finance the Pcoject within the meaninq of Section 103(k) of the Internal Revenue Code of 1954, as amended. There is hereby approved the issuance by the Municipality of $1,500,000 of its industrial development cevenue bonds, the proceeds of which will be loaned to the Company to finance certain costs celatinq to the Company's plastic sheet manufactucinq facility located at 3555 Moser Street, consisting of a 22,652 square foot buildinq addition and the acquisition of manufacturinq equipment. � w r � The foceqoinq resolution of the City Council of the City of Oshkosh, Wisconsin, was adopted, approved and cecorded on September 1, 1983. lliam Ftueh, City Manaqer Donna C. Luebke, City Cleck �� - lI - EXHIBIT A SCHEDULE OF TERMS DESCRIPTION OF BONDS: Resolution # 1 CITY OF OSHKOSH, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS (PACUR, INC. PROJECT) BOND MATURITY SCHEDULE: Principal amount of $1,500,000 reptesented by 26 bonds, dated October 3, 1983, in the denominations, bearinq intecest, and matucinq as follows: Bond Number R-1&2 R-3&4 R-5&6 R-7&8 R-9&10 R-11&12 R-13&14 R-15&16 R-17 R-18 R-19 R-20 R-21 R-22 R-23 R-24 R-25 R-26 Denomination $ 40,000 40,000 45,000 45,000 45,000 50,000 50,000 50,000 65,000 45,000 70,000 40,000 60,000 50,000 110,000 110,000 110,000 110,000 INTEREST RATE: Interest Rate (8 of Pcime Rate) 70$ 70 70 70 70 70 70 70 70 70 70 70 70 65 65 65 65 65 Matucity (Octobec 3) 1984 1985 1986 1987 1988 1989 1990 1991 1992 1992 1993 1993 1994 1994 1995 1996 1997 1998 The interest rate on each Bond shall be an annual cate, adjusted semiannually on each interest payment date, computed on the basis of a 360-day year/30-day month, equal to the stated percentaqe of the Prime Rate provided, however, the interest rate on each Bond shall never be less than 58 nor mote than 13$. (The �'Prime Rate" is the cate announced by The First National Bank of Neenah, Neenah, Wisconsin, from time to time as its pcime rate of intetest.) The interest rate fot each - 1J - Resolution #1 semiannual petiod shall be established at the stated peccentaqe of the Pcime Rate as in effect on the ficst business day of each semiannual period. BOND INTEREST PAYABLE: Aptil 3, 1984 and semiannually thereafter on April 3 and Octobez 3 of each yeac. PURCHASE PRICE TO BOND PURCHASER: 100$ plus accrued intecest. PROJECT DESCRIPTION: Buildinq addition and related equipment (as more fully described in the Revenue Aqreement). SECURITY: Ficst mortqaqe lien on the Project teal estate, first secucity interest in the Project equipment and secutity intecest in accounts receivable and inventory of the Company. -Z- - 1K - ��� � � � � ' �rs m s�. � � � � m o � �' `� � � : m � � ~' m c m N• m , � � � �- � c� y z r.,V 9O o� � �� � o � � ~ o� r z� � � �„ .. cr ro N w Vl �'r �C �'�'$ O � 1 �` (p o e ..' i Ul O '.� H O `,. # � � � � n