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HomeMy WebLinkAbout32511 / 83-01� , � � July 7, 1983 # 1 RESOLUTION (CARRIED LOST LAID OVER WITHDRAWN ) PURPOSE: FINAL RESOLUTION AUTHORIZING �325�OODNDUSTRIAL DEVELOPMENT REVENUE BONDS FOR ARROWHEAD CONVEYOR CO., INC. INITIATED BY: ARROWHEAD CONVEYOR CO., INC. BE IT RESOLVED by the Common Council of the City of Oshkosh that the following attached resolution authorizing City of Oshkosh, Winnebago County, Wisconsin Industrial Development Revenue Bonds for Arrowhead Conveyor Co., Inc. project is hereby approved. — 1 — SUFbSITTED BY APPRO�lED C����--�C,�J\ �\ �.- , � � � rcg062083 Closing Document No. 17 CITY COUNCIL OF THE CITY OF' OSHKOSH RESULUTION NU. BOND RESOLUTION AUTHORIZItdG $325,000 CITY OF OSHKOSH, WISCONSIN INiIUSTRIAL DEVELOYbiEI�T REVENUE BONDS (AkROWHEAD CONVEYOR CO., INC. PROJECT) WHEREAS, the City of Oshicosh, Wisconsin (the "ISSUer"), is a municipal corporation organized and existing under and pur- suant to the laws of the State of Yv'isconsin and is authorized by Section 66.521, wisconsin Statutes, as amended (the "Act"): (a) to issue revenue bonds to finance certain costs related to qualified projects; and (b) to enter into a revenue agreement with an eligible participatit wherein the eligible participant agrees to cause a qualified project to be constructeci and to provide the Issuer witn revenues sufficient to provide for the prompt payment of tn= principal of and interest on the rever�ue bonds; and tiHEREAS, Arrowhead Conveyor Co., Inc., a Delaware corporation (tne "BOrrower"), has heretofore requested the Issuer to issue revenue bonds to finance a project on behalf of the Borrower as an eliyible participant under the Act; and WHEREAS, this body has heretofore found and determined that said project consisting of an addition to an existing building for the purpose of manufacturing conveyor systems (the "Project") is a qualified "project" witnin the meaning of the Act and that the Borrower is an "eligible participant" within the meaniny of the Act; and WHEREAS, on hiay 5, 1983, this body adopted an initial resolution pursuant to the Act wherein it was resolved that the Issuer would issue industrial development revenue bonds to finance the Project, subject however, to the satisfaction of certain conditions including the approval by this body of the terms oi the bonds and the revenue agreement described in said initial resolution; and WHEREAS, on May 5, 1963, tnis body aoopted a resolution relating to waiver of Section (11)(b)1. of the Act and in that resolution provided that the revenue agreement shall contain a contractual antidiscrimination provision which shall be approved by the Issuer; and WHEREAS, on h;ay 10, 1983, notice of the adoption of tne initial resolution was published in accordance with Section (10)(b) of tF,e Act, and notice of adoption of the waiver reso- lution was published in accordance with Section (17)(b�2. of the Act, and no suificient petition has been filed with the Clerk requesting a referendum on the guestion of the issuance of said revenue bonds; and wHEREAS, on July 7, 1983, a public hearing was held at the City Hall and conducted in a manner that provided a reasonable opportunity to be heard for persons with differing views on both issuance of revenue bon�s and the location and nature of tne proposed facility to be financed with revenue bonds; and WHEREAS, nocice of the public heariny, substantially in the form attached hereto as Exhibit A and incorporated herein, was published by one insertion in the official newspaper of the Issuer for the publication of notices pursuant to Chapter 985 of tne wisconsin Statutes no less than 14 days before the scheduled date of the hearing; and WHEP.EAS, the official nes�spaper is a newspaper of general circulation in the locality of the Project; and wHEREAS, this body is an elected legislative body of the Issuer; and WHEREAS, the Borrower has now requested that provide for the issuance of $325,000 principal amount nue bonds upon the terms set forth in this Resolution described, the "Bonds"); and -2- the Issuer of reve- (as herein , WHEREAS, in connection therewith the Borrower has presented the Zssuer with proposed documentation for the Bor�ds as follows: (a) a Bond Purchase Agreement, to be dated as of the date of adoption of this Bond Resolution (the "Bond Purchase Agreement"), to be entered intu by and between the Issuer and First Wisconsin National Bank of Oshkosh (the "Purchaser"), setting forth the terms and conditions on which the Issuer will sell and the Purchaser will purchase the Bonds; and (b) a Trust Indenture and Revenue Agreement, to be dated as of July 1, 1983 (the "Indenture"), to be entered into by and among the Issuer, tne Borrower, and the corporate trustee hereinafter designated (tne "Trustee"), providing tor the creation of the Bonds, the terms thereof and the security therefor, and a loan of the Bond proceeds to the Borrower on repayment terms scheduled to provide the Issuer with revenues sufficient to retire the Bonds in accordance witn their terms; and (c) a Promissory Note, to be dated the date of tne issuance and sale of the Bonos to the Purchaser (tne "Promissory Note"), to be issued dy the Borrower payable to the order of the lssuer in the principal amount oi the Bonds as evidence of the borrowiny provided ior in the Indenture and to be assignea by the Issuer to tne Trustee; and (d) a Mortgage, to be dated as of July 1, 1983 (the "t9ortgage"), from the Sorrower to the Issuer, and froni the Issuer to be assigned to the Trustee, providing collateral security for the performance of the Borrower's obliyations under the Zndenture; and (e) a Guaranty 1983, from corporation and Agreement, to be dated July t, Conergics Corporation, a Delaware ("the Guarantor") to the Trustee; WHEREAS, in accordance with the Act, this Resolution and the aforesaid instruments and documents, the Bonds and interest thereon shall never constitute an indebtedness of the -3- Issuer within the meaninq of any State constitutional provision or statutory limitation, shall not constitute or give rise to a pecuniary liability of the Zssuer or a charge against its general credit or taxing powers, and shall not constitute or give rise to any oersonal liability of any member of this body or of any officers or employees of the Issuer on the Bonds or for any act or omission related to the authorization or issuance of the Bonds; and WHEREAS, it is in the public interest of the Issuer 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 Issuer; the stimulation of the flow of investment capital into the Issuer with resultant beneficial effects on the economy in the Issuer; and the preser- vation and enhancement of the Issuer's tax base; and WHEREAS, the development of the of Bonds to finance the Project as herein judgment of this body, serve the intended public purpose and in all respects conform and requirements of the Act; NOt9, THEREFORE, BE IT RESOLVED: Project and the issuance recited will, in the accomplishments of to the provisions 1. Findings and Determinations. It has been found and determined and is hereby declared: (a) that the Project is a qualified "project" under and for the purposes of the Act; (b) that the Borrower is a qualified "eligible participant" under and for purposes of the Act; (c) that the Indenture meets the requirements of a"revenue agreement" under and for purposes of the Act; (d) that the estimated aggregate cost of pro- viding the Project and paying the costs incident to the financing is not less than the principal amount of the Bonds; (e) that the payments required to be made by the Borrower under the Indenture are sufficient in amount to pay when d�e the principal of, premium, if any, and interest on the Bonds; -4- (f) that the Indenture contains a contractual antidiscrimination provision which is hereby expressly approved by the Issuer; and (g) that all conditions set forth in said Initial Resolution have been satisfactorily met. 2. Definitions. As used in this Resolution, the following terms shall have the respective meanings set forth in this paragraph: "Chief Municipal Officer" means the City Manager of the Issuer. "Bond Amount" means $325,000. 3. Authorization to Borrow and to Lend. The Issuer shall borrow, but only in the manner herein recited, the sum of the Bond Amount for the purpose of (i) financing the costs of providing the Project, (ii) paying the costs of issuing and selling the Bonds, and (iii) paying such other costs related thereto as are permitted to be paid with bond proceeds under the Act. Said borrowing shall be accomplished through the sale of the Bonds issued pursuant to the Act. The Issuer shall lend the sum of the Bond Amount to the Borrower pursuant to the terms of the Indenture, which borrowing shall be evidenced by the Promis- sory Note and secured by the Mortgage. 4. Designation, Denomination, Tenor and Maturity of Bonds Created for Issuance. The Bonds shall be issued in the principal amount of the Bond Amount and shall be designated: CZTY OF OSHKOSH, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS (ARROWHEAD CONVEYOR CO., INC. PROJECT) The Bonds shall mature in accordance with the schedule provided in the table below. The Bonds shall bear interest from their date at the annual interest rate of 708 of the interest rate announced from time to time by First Wisconsin National Bank of Oshkosh, Oshkosh, Wisconsin, as its prime rate, said annual interest rate to change as and when the prime rate changes; provided, however, that the interest rate shall not be greater than 158. Interest shall be calculated on a 365- or 366-day basis, based on actual days elapsed. Notwithstanding the fore- going, if and as the maximum marginal tax rate for corporations established in the Internal Revenue Code of 1954, as amended, is increased or decreased from the present 468 rate, the interest rate on the Bonds shall be adjusted to the rate computed by multiplying the original interest rate on the Bonds by a fraction, the numerator of which equals one minus the revised maximum federal tax rate (expressed as a decimal) for corporations and the denominator of which equals 0.54. This rate adjustment shall not apply after the Taxable Date (as defined in the Indenture). -5- MATURITY TA$LE Maturity Date principal July 1 of the Year) Amount 1984 $30,000 1985 35,000 1986 30,000 1987 35,000 19�8 30,000 1989 35,000 1990 30,000 1991 35,000 1992 30,000 �993 35,000 Interest on the Bonds shall be payable semiannually on July 1 and January 1 of each year commencing January 1, 1984. The Bonds snall be issuable as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof, either within a single naturity covered thereby or Covering one or more ir�aturities. The Bonas and the interest thereon shall be transferable by and shall be payable to the registered owners thereof in the nanner and witn the effect provided in the Indenture. Ti�e principal of, premium, if any, and interest on the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Trustee, as paying agent, or the office of any snccessor or additional paying agent designated by the Issuer and approved by the 8orrower. The Ronds shall be dated the date of the issuance and sale of the Bonds to the Purchaser except in the case of Bonds issued and authenticated after the first interest paynent date whicn shall be dated in accordance with the provisions tnerefor provided in the Indenture. The Bonds shall be lettered with the prefix "12" and numbered consecutively from 1 upwards in the order of tneir issuance. The Bonds shall be issued in the respective forms therefor as set forth in the Inaenture, with such insertions therein as shall be necessary to comply with the terns of tnis Resolution and with such corrections therein, if any, as the approving bond attorney may require for conformity with the terms of this kesolution, the Indenture, and the Act. 5. Execution and Authentication of Bonds. The Bonds shall be executed on behalf of the Issuer witn the manual or facsimile signature of its Chief blunicipal Official, countersigned � with the manual or facsimile signature of its Clerk and shall have impressed, imprinted, or otherwise reproduced thereon the official seal of the Issuer or a facsimile thereof. No Bond shall be issued unless first authenticated by the Trustee, to be evidenced by the manual signature of an authorized officer of the Trustee on each Bond. 6. Designation of Trustee. The Issuer hereby desig- nates and appoints First Wisconsin National Bank of Oshkosh, Oshkosh, Wisconsin, to perform the functions of the Trustee, bond registrar, and paying agent under the Indenture. 7. Bonds as Limited Obligations. The Bonds and interest thereon shall never be or be considered a general obligation of the Issuer or an indebtedness of the Issuer within the meaning of any State constitutional provision or statutory limitation and shall not constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. 8. Source of Payment; Pledge of Revenues. The Bonds shall be limited obligations of the Issuer payable by it solely from revenues and income derived by or for the account of the Issuer from or for the account of the Borrower pursuant to the terms of the Promissory Note, the hb rtgage, the Guaranty Agree- ment, and the Indent�re; including, without limitation, (i) all payments by the Borrower on the Promissory Note or pursuant to the terms in the Indenture, (ii) all cash and securities held from time to time in the Trust Funds, and the investment earnings thereon, and (iii) all amounts derived by recourse to the Nb rtgage or the Guaranty Agreement; but excluding any amounts derived by the Issuer for its own account pursuant to the terms in the Indenture. As security for the payment of the principal of, premium, if any, and interest on the Bonds, the Issuer shall pledge and assign to the Trustee all of its right, title and interest in and to the Promissory Note, the payment obligations of the Borrower under the Indenture (except for the Issuer's rights to receive and enforce payment of certain taxes, expenses and indemnity payments from the Borrower as set forth in the Indenture), the hb rtgage, and the trust funds held by the Trustee under the Indenture. 9. Redemption of Bonds Prior to Maturity. The Bonds shall be subject to redemption prior to maturity as provided in the Indenture. Notice of any redemption of Bonds prior to stated maturity shall be given in the manner provided in the Indenture. -7- The principal of, premium, if any, and interest on Bonds called for redemption as aforesaid shall be payable solely from money held by the Trustee under the Indenture and available therefor, inc2uding money derived from the Horrower for such purpose pursuant to the Indent�re. 10. Trust Funds. The following described Trust Funds shall be created under the Indenture to be held in the custody of the Trustee and applied for the uses and purposes provided in the Indenture (summarized below): (a) Construction Fund. The proceeds from the sale of the Bonds will be deposited into the Construction Fund. hb neys in the Construction Fund will be applied to the payment of Project costs (including Bond issuance costs} upon requisition of the Borrower as provided in the Indenture. After certification by the Borrower that the Project has been completed and that certain other conditions have been satisfied, any remaining balance in the Construction Fund shall be transferred to the Surplus Construction Fund. Investment earnings on the Construction Fund shall be for the account of the Construction Fund, (b) Bond Fund. All payments from or for the account of the Borrower on the Promissory Note {including prepayment of principal and premium) shall be deposited into the Bond Fund, hb neys in the Bond Fund shall be used for the payment of the principal of, premium, if any, and interest on the Bonds when due (whether by stated maturity or call for re- demption). (c) Surplus Construction Fund. Surplus moneys in the Construction Fund shall be trans- ferred to the Surplus Construction Fund. These moneys shall be used to redeem out- standing Bonds in the largest amount possible at the earliest possible redemption date or dates given the terms of the Bonds unless prior to such redemption or redemptions, the Borrower shall direct that the Surplus Construction Fund be used to {i) purchase Br�nds for cancellation or (ii) pay or reim- burse the Borrower for the cost of depreciable property necessary or desirable for improving, enlarging or adding to the Project. � (d) Taxability Compensation Fund. The Taxability Compensation Fund shall be funded and used for the purposes described in the Zndenture upon the occurrence of a"Final Determination of Taxability". 11. Investment of Trust Funds. Any moneys held as a part of the trust funds held by the Trustee under the Indenture may be invested and reinvested by the Trustee upon request by the Borrower in "Qualified Investments" as specified in the Indenture. 12. Determination of Revenue Payment. The amount necessary in each year to pay the principal of, premiiun, if any, and interest on the Bonds is the sum of (i) the amount of principal becoming due in such year in accordance with the table in paragraph 4 of this Resolution (as reduced from time to time by reason of prior redemptions and open market purchases of Bonds in accordance with the Indenture); plus (ii) the principal amount of Honds to be redeemed in such year in accordance with a call for redemption made in accordance with paragraph 9 of this Resolution and the Indenture, plus the premium, if any, payable with respect thereto; plus (iii) the amount of interest on the Bonds becoming due in such year in accordance with the interest rates specified in the table in paragraph 4 of this Resolution. In expressing the Borrower's obligation to make the necessary revenue payments, it shall suffice herein and in the Indenture to state that the Borrower shall be obligated to pay the Issuer (or the Trustee for the account of the Issuer)� amounts sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. The Indenture contains provisions, adequate in the judgment of this body, requiring the Borrower to provide for the maintenance of the Project and the carrying of all proper in- surance 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. 13. Award of Bonds; Execution and Delivery of the Bond Purchase Agreement. The Borrower has negotiated for the sale of the Bonds to the Purchaser at a price of 100� of the principal amount of the Bonds. Given the purposes of the fi- nancing and the involvement of the Issuer therewith, it is the determination of this body that the Bonds shall be hereby awarded to the Purchaser at the price aforesaid with delivery to follow in the manner, at the time and subject to the conditions set forth in the Bond Purchase Agreement. As evidence thereof, the Chief Municipal Official and the Clerk are hereby authorized and � directed for and in the name of the Issuer to execute, affix with the official seal of the Issuer and deliver the Bond Purchase Agreement in the form presented herewith, or with such insertions therein or corrections thereto as shall be approved by the Chief Municipal Official and Clerk consistent with this Resolution and the terms of the Act, their execution thereof to constitute conclusive evidence of their approval of any such insertions and corrections. 14. Execution and Delivery of the Indenture• Assignment of the Promissory Note and the Mortgage. The terms and provisions of the Promissory Note, the Mortgage, the Guaranty Agreement and the Indenture are hereby approved. The Chief Municipal Official and the Clerk are hereby authorized for and in the name of the Issuer to execute, affix with the official seal of the Issuer, and deliver the Indenture and the assignments of the Promissory Note and the hb rtgage in the respective forms thereof presented herewith, or with such insertions therein or corrections thereto as shall be approved by the Chief Municipal Official and Clerk consistent with this Resolution and the terms of the Act, their execution thereof to constitute conclusive evidence of their approval of any such insertions and corrections. 15. Execution and Delivery of the Bonds. The Chief Municipal Official and the Clerk are hereby authorized for and in the name of the Issuer to execute the Bonds in the manner authorized by paragraph 5 of this Resolution. Subject to the terms and conditions of the Bond Purchase Agreement, the Issuer shall deliver the Bonds to the Purchaser. 16. Genera2 Authori2ations. The Chief Municipal Official and the Clerk and the appropriate deputies and officials of the Issuer in accordance with their assigned responsibilities are hereby each authorized to execute, publish, file, and record such other documents, instruments, notices (including notice pursuant to Wis. Stats. §893.77 and Form 6038 of the Internal Revenue Service), and records and to take such other actions as shall be necessary or desirable to accomplish the purposes of this Resolution and to comply with and perform the obligations of the Issuer under the Bonds and the Indenture. In the event that the Chief Municipal OfPicial or the 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 as the execution of Bonds, the Bond Purchase Agreement, the Indenture or the assignments of the Promissory Note and the Mortgage), such duties shall be performed by the officer or official succeeding to such duties in accor- dance with law and the ordinances of the Issuer. -10- 17. Public Approval. This body, on behalf of the Issuer, hereby approves of the issue of Bonds for the purposes of Section 103(k) of the Internal Revenue Code of 1954, as amended. 18. Effective Date; Conformitv. This Resolution shall be effective immediately upon its passage and approval. 'Ib the extent that any prior resolutions of this body are incro nsistent 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 Reso- lution. * * * * The foregoing resolution of the City of Oshkosh, Wisconsin, was adopted, on , 1983. -11- � City Council of the approved and recorded City Manager Clerk EXHIBZT A NOTICE OF PUBLIC HEAkING TO RESIDENTS OF THE CITY OF OSHKOSH, WISCONSIN NOTICE is hereby given that the City Council of the City of Oshkosh, wisconsin (the "Municipality") will hold a public hearirig at 7:00 p.m. on July 7, 1983 at the City Hall regarding the proposed issuance by the Municipality of industrial development revenue bonds pursuant to Section 66.521, Wisconsin Statutes, as amended, in a principal amount not exceeding $400,000, on benalf of Arrowhead Conveyor Co., Inc., a Delaware corporation. The bonds would finance a building addition for the purpose of manuLacturing conveyor systems. The project facility is expected to be located primarily or entirely at 3255 Medalist Drive in the Municipality. The initial owner of the facility is expected to be Arrowhead Conveyor Co., Inc. The public hearing will be conducted in a manner that provides a reasonable opportunity to be heard for persons with differiny views on both issuance of the bonds and the location and nature of the proposed project facility. Any person desir- ing to be heard on this matter is requested to attend the public heariny or send a representative. written comments (not exceed- ing 250 words) to be presented at the hearing may be submitted to the Clerk. Comments made at the hearing are for the consideration of tne City Council of the Piunicipality but do not bind any leyal action tv be taken by the City Council of the Municipality. CERTIFICATIOtJS 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}�ave in my possession, or have access to, the complete corporate records of said City and of its City Council; that I have carefully compared the transcript hereto attached with the aforesaid corporate records; that said transcript hereto attached zs a true, correct and complete copy of all the corporate records in relation to the adoption of Resolution No. entitled: BOND RESOLUTION AUTHORIZING $325,000 CITY OF USHKOSH, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BO1�DS (ARROWHEAD CONVEYOF, CO., INC. PRUJECT) 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 7:00 P.M. on Juiy 7, 7563. Said meeting was a regular meeting of the City Council and was held in open session in compliance with Sub- chapter 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 tnan 24 hours prior to the 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 tnose news media who have filed a written request for notice of meetings and by notice to the officia2 newspaper of the City. 3. Said meeting was called to order by Robert E. Pung, hlayor, who chaired the meeting. Upon roll I noted and recorded that the following councilmen were present: and that the following councilmen were absent: -i- �• . I noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting without intervention of any closed session. One of the matters taken up was said resolution which was introduced and its adop- tion was moved by Councilman , and seconded by Councilman Following discussion and after all councilmen 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 I�resence of a quorum being noted, the recorded vote was as follows: Aye: Nay: Abstain: _______ Wnereupon the Mayor declared said resolution adopted, and I so recorded it. IN WITNESS WHEREOF, I have signed my 5ame and affixed the seal of the City nereto on this day of July, 1983. [Seal of Issuer] Clerk ' STATE OF 4dISCONSIN ) ) SS COUNTY OF WINNEBAGO) Subscribed and sworn to before me this day, the date last above written. 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