HomeMy WebLinkAbout32029 / 82-01July 29, 1982
ii 1 RESOLUTION
There wi11 be a resolution issuing $5,000,000 City of Oshkosh, Wisconsin
industrial development revenue bonds regarding EAA Aviation Foundation,
Inc. Projec[.
SUFMITT°D BY
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CITY COUNCIL
OF THE
CITY OF OSHKOSH
RESOLUTION NO.
BOND i2ESOLUTION AUTHORIZING
$5,000,000
CITY OF OSHKOSH� WISCONSIN
INllUSTRIAL DEVELOPMENT REVENUE BONDS
(EAA AVIATION FOONDATION� INC. PROJECT)
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 au-
thorized by Section 66.521, Wisconsin Statutes, as amended (the
"Act"):
(a) to issue industrial development revenue bonds
to finance all or any part of the costs of
the construction, equipping, reequipping,
acquisition, purchase, installation, recon-
struction, rebuilding, rehabilitation,
improving, supplementing, maintaining,
repairing, enlarging, extending or remodeling
of a oroject 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 sufficient
to provide for the prompt payment when due
of the principal of and interest on said
industrial development revenue bonds; and
WHEREAS, EAA Aviation Foundation, Inc.,a Wisconsin
nonstock corporation (the "13orrower"), has heretofore requested
the [�lunicipality to issue industrial development revenue bonds to
finance a project on behalf of the Borrower as an eligible
participant under the Act; and
WHEREAS, this body has heretofore found and determined
that said project consisting of a building and related equipment
for the purpose of a recreational facility and national head-
quarters facility (the "Project") is a qualified "project" within
the meaning of the Act and that the Borrower is an "eligible
participant" within the meaning of the Act; and
WHEREAS, on July 16, 1981 this body adopted an initial
resolution (the "Initial Resolution") pursuant to the Act wherein
it found and determined that the Project would significantly
increase the number of persons traveling to the Municipality for
business or recreational purposes and resolved that the Munici-
pality 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 of the bonds and the revenue agreement described in said
initial resolution; and
WHEREAS, on July 22, 1987, notice of the adoption of
the initial resolution was published in accordance with Section
(10)(b) of the Act, and no sufficient petition has been filed
with the Clerk requesting a referendum on the question of the
issuance of said industrial development revenue bonds; and
WHEREAS, the Initial Resolution and the aforesaid
notice provided that "the Bonds shall be issued prior to July 16,
1982, at which time this Initial Resolution shall expire unless
this City Council shall provide for its continued effectiveness";
and
WHEREAS, marketing of the Bonds has been underway since
July 13, 1982, the date of the Preliminary Offering Circular
hereinafter referenced; and
WHEREAS, it is the desire of this City Council to
provide for the continued effectiveness of the Initial Resolution
through October 1, 1982, so as to permit the issuance of the Bonds
as contemplated in the Initial Resolution and the Offering
Circular hereinafter referenced; and
WHEREAS, the Borrower has requested that the Munici-
pality provide for the issuance of $5,000,000 principal amount of
industrial development revenue bonds upon the terms set forth in
this Resolution (as herein described, the "BOnds"); and
WHEREAS, in connection therewith the Borrower has
presented the �unicipality with proposed documentation for the
Bonds, as follows:
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(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 into by and among the Municipality,
the Borrower and Robert W. Baird & Co.
Incorporated for itself and as representative
of the underwriters listed in Schedule I
thereto (the "Underwriters"), setting forth
the terms and conditions on which tne Munici-
pality will sell and the Underwriters will
purchase the Bonds; and
(b) an Indenture of Trust, to be dated as of
August 1, 1982 (the "Indenture"), to be
entered into betweer. th2 Municipality and
the corporate trustee hereinafter designated
(the "Trustee"), providing for the creation
of the Bonds, the terms thereof and the
security therefor; and
(c) a Loan Agreement, to be dated as of August 1,
1982 (the "Loan Agreement"), to be entered
into between the Municipality and the Bor-
rower providing for a loan of the Bond
proceeds to the Borrower on repayment terms
scheduled to provide the Municipality with
revenues sufficient to retire the Bonds in
accordance with their terms; and
(d) a Promissory Note, to be dated August 1, 1982
(the "Promissory Note"), to be issued by the
Borrower payable to the order of the Munici-
pality in the principal amount of $5,000,000
as evidence of the borrowing provided for in
the Loan Agreement and to be assigned by the
Municipality to the Trustee; and
(e) a Preliminary Offering Circular dated July
13, 1982 and a proof copy of a final Offering
Circular dated July 29, 1982 (collectively,
the "Offering Circular"), describing the
Bonds and the security therefor; and
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
Municipality within the meaning of any State constitutional
provision or statutory limitation, shall not constitute or give
rise to a pecuniary liability of the Municipality or a charge
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against its general credit or taxing powers, and shall not
constitute or give rise to any personal liability of any member
of this body or of any officers or employees of the Municipality
on the Bonds or for any act or omission related to the authori-
zation or issuance of the Bonds; and
WHEREAS, it is in the public interest of the Munici-
pality 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 Municipality; the stimula-
tion of the flow of investment capital into the Municipality with
resultant beneficial effects on the economy in the Municipality;
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
requirements of the Act;
NOW� THEREFORE� BE IT RESOLVED:
Project and the issuance
recited will, in the
accomplishments of
to the provisions and
t. 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
participant" under
Act;
is a qualified "eligible
and for purposes of the
(c) that the Loan Agreement meets the require-
ments 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
$5,000,000;
(e) that the payments required to be made by the
Borrower under the Loan Agreement are suf-
ficient in amount to pay when due the prin-
cipal of, premium, if any, and interest on
the Bonds;
(f) that all conditions set forth in the Initial
Resolution have been satisfactorily met;
and
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(g) that the Bonds shall be issued prior to
October 1, 1982 and that the Initial Reso-
lution shall be continually effective from
the date of its adoption (viz July 16, 1981)
through October 1, 1982.
2. Authorization to Borrow and to Lend. The Munici-
pality shall borrow, but only in the manner herein recited, the
sum of $5,000,000 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 Municipality shall
lend the sum of $5,000,000 to the Borrower pursuant to the terms
of the Loan Agreement, which borrowing shall be evidenced by the
Promissory Note. The amount of any underwriting discount with
respect to the Bonds shall be deemed to have been loaned to
the Borrower as a part of said $5,000,000 loan.
3. Designation, Denomination, Tenor and Maturity of
Bonds Created for Issuance. The Bonds shall be issued in the
principal amount of $5,000,000 and shall be designated:
CITY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(EAA AVIATION FOUNDATION� INC. PROJECT)
The Bonds shall mature in accordance with the schedule
provided in the table below:
Maturity Date
(February 1 of the Year)
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
Principal
Amount
$250,000
450,OOU
600,000
600,000
600,000
500,000
500,000
500,000
500,000
500,000
Interest
Rate
8.508
9.00
9.40
9.75
10.00
10.25
10.50
10.75
11.00
11.00
The Bonds shall bear interest from their date at the respective
rates per annum set forth in the schedule in the table above.
Interest shall be payable on February 1, 1983, and semiannually
thereafter on the first day of February and August in each
calendar year until paid.
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The Bonds shall be issuable (i) as coupon bonds of
$S,OOU denomination registrable as to principal only and (ii) as
fully registered bonds witho�t coupons in denominations of $5,000
or any integral multiple thereof. Subject to the limitations
provided in the Indenture, coupon Bonds and the coupons attached
thereto shall be payable to bearer and shall pass by delivery,
except in the case of coupon Bonds registered as to principal
other than to bearer. Coupon eonds may be registered as to
principal in the manner and with the effect provided in the
Indenture. Fully registered Bonds and the interest thereon and
coupon Bonds registered as to principal (other than to bearer)
shall be transferable by and shall be payable to the registered
owners thereof in the manner and with the effect provided in the
Indenture. The 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 successor or additional
paying agent designated by the Municipality and approved by the
Borrower.
The Bonds shall be dated August 1, 1982, except in the
case of fully registered Bonds issued and authenticated after the
first interest payment date which shall be dated in accordance
with the provisions therefor provided in the Indenture. The
coupon Bonds shall be numbered consecutively from t upwards
in the order of their maturity and within a maturity in the order
of their issuance, except that numbers may be reserved to account
for the issuance of eonds in fully registered form. Fully
registered Bonds without coupons shall be lettered with the
prefix "R" and numbered consecutively from 1 upwards in the order
of their issuance.
The Bonds shall be issued in the respective forms
therefor as set forth in the Indenture, 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 attorney may require for conformity with the terms
of this Resolution, the Indenture and the Act.
4. Execution and Authentication of Bonds. The Bonds
shall be executed on behalf of the �unicipality with the facsimile
or manual signature of its City Manager, countersigned with the
facsimile or manual signature of its Clerk and shall have im-
pressed, imprinted or otherwise reproduced thereon the official
seal of the Municipality or a facsimile thereof. The coupons, if
any, attached to the Bonds shall be executed with the facsimile
signatures of the City Manager and Clerk. 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.
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5. Designation of Trustee. The Municipality hereby
designates and appoints M&I Marshall & Ilsley Bank, Milwaukee,
Wisconsin, to perform the functions of the Trustee, bond registrar
and paying agent under the Indenture.
6. Bonds as Limited Obligations. The Bonds and in-
terest thereon shall never be or be considered a general obli-
gation of the Municipality or an indebtedness of the Municipality
within the meaning of any State constitutional provision or
statutory limitation and shall not constitute or give rise to a
pecuniary liability of the Municipality or a charge against its
general credit or taxing powers.
7. Source of Payment; Pledge of Revenues. The Bonds
shall be limited obligations of the Municipality payable by it
solely from revenues and income derived by or for the account of
the Municipality from or for the account of the Borrower pursuant
to the terms of the Promissory Note and the Loan Agreement and
the Indenture; including, without limitation, (i) all payments
made for the account of the Borrower under an Irrevocable Standby
Letter of Credit, to be dated on or prior to the closing date
(the "Letter of Credit"), from First Wisconsin National Bank of
Milwaukee (the "Letter of Credit Bank") in favor of the Trustee,
(ii) all payments by the Borrower on the Promissory Note or
pursuant to the terms of the Loan Agreement, and (iii) all cash
and securities held from time to time in the Trust Funds, and the
investment earnings thereon.
As security for tne payment of the principal of,
premium, if any, and interest on the Bonds, the Municipality
shall pledge and assign to the Trustee all of its right, title
and interest in and to the Promissory Note, the Loan Agreement
(except for its rights to receive and enforce payment of certain
taxes, expenses and indemnity payments from the Borrower as set
forth in the Indenture and the Loan Agreement) and the trust
funds held by the Trustee under the Indenture.
8. Redemption of Bonds Prior to Maturity. The Bonds
shall be subject to redemption prior to maturity as provided in
the Indenture.
9. 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) Issuance Expense Fund. The estimated amount
of the Bond issuance costs will be deposited
into the Issuance Expense Fund from the
proceeds of the sale of the Bonds and will be
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applied upon requisition of the Borrower to
the payment of such costs. After certifi-
cation by the Borrower that all such costs
have been paid, any remaining balance in the
Issuance Expense Fund shall be transferred to
the Construction Fund. Investment earnings
on the Issuance Expense Fund shall be for the
account of the Issuance Expense Fund.
(b) Construction Fund. The proceeds from the
sale of the Bonds (exclusive of accrued
interest and the amount deposited into the
Issuance Expense Fund) will be deposited into
the Construction Fund. Moneys in the Con-
struction Fund will be applied to the payment
of Project costs upon requisition of the
Borrower as provided in the Loan Agreement.
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 Con-
struction Fund. Investment earnings on the
Construction Fund shall be for the account of
the Construction Fund.
(c) Bond Fund. Th2 accrued interest received
upon the sale of the Bonds, certain amounts
transferred from other Trust Funds and all
payments from or for the account of the
Borrower on the Promissory Note (except
prepayments of principal and premium, if any,
required to be deposited into the Redemption
Fund and payments under the Letter of Credit)
shall be deposited into the Bond Fund.
Subject to the limitations provided in the
Indenture, moneys in the Bond Fund shall be
used for the payment of the principal of and
interest on the Bonds when due.
(d) Redemption Fund. Prepayments by the Borrower
of principal on the Promissory Note together
with the premium, if any, shall be deposited
into the Redemption Fund. In addition, under
certain circumstances moneys may be trans-
ferred to the Redemption Fund from other
Trust Funds. Moneys in the Redemption Fund
may be (i) transferred to the Bond Fund when
and as required to pay the principal of any
Bonds called for redemption in accordance
�
with the Indenture; (ii) used to pay any
premiums payable on Bonds called for redemp-
tion, (iii) transferred to the Bond Fund to
make the final payment of principal on the
Bonds, or (iv) to the extent not needed for
the purposes described in clauses (i) and
(ii) used at the direction of the Borrower to
purchase Bonds for cancellation.
(e) Surplus Construction Fund. Surplus moneys in
the Construction Fund shall be transferred to
the Surplus Construction Fund. These moneys
shall be used to redeem outstanding Bonds in
the largest amount possible at the earliest
oossible 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 Bonds for cancellation
or (ii) pay or reimburse the Borrower for the
cost of depreciable property necessary or
desirable for improving, enlarging or adding
to the Project.
(f) Taxability Compensation Fund. The Taxability
Compensation Fund shall be funded and used
for the purposes described in the Loan Agree-
ment and the Indenture upon the occurrence
of an "Allegation of Taxability" as defined
in the Loan Agreement.
(g) Letter of Credit Fund. Funds drawn under the
Letter of Credit shall be deposited into the
Letter of Credit Fund. These moneys shall be
applied to the payment of the principal of,
plus accrued interest on, Bonds which have
been declared or became due and payable
pursuant to the Indenture.
10. 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 in "Qualified
Investments" as specified in the Indenture.
11. Determination of Revenue Payment. The amount
necessary in each year to pay the principal of, premium, if any,
and interest on the Bonds is the sum of (i) the amount of prin-
cipal becoming due in such year in accordance with the table in
paragraph 3 of this Resolution (as reduced from time to time by
reason of prior redemptions and open market purchases of Bonds in
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accordance with the Indenture); plus (ii) the principal amount of
Bonds to be redeemed in such year in accordance with a call for
redemption made in accordance with paragraph S 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 3 of this Resolution.
In expressing the Borrower's obligation to make the
necessary revenue payments, it shall suffice herein and in the
Loan Agreement to state that the Borrower shall be obligated to
pay the Municipality (or 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 Loan Agreeinent 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. Conseguently, 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.
12. Award of Bonds; Execution and Delivery of the Bond
Purchase Agreement. The Borrower has negotiated for the sale of
the Bonds to the Underwriters at a price of 100$ of the pr.inci-
pal amount of the Bonds, plus accrued interest to the date of
delivery. Given the purposes of the financing and the involve-
ment of the Municipality therewith, it is the determination of
this body that the Bonds shall be hereby awarded to the Under-
writers 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 City
Manager and the Clerk are hereby authorized and directed for
and in the name of the Municipality to execute, affix with the
official seal of the Municipality 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 City
Manager 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 correc-
tions.
13. Execution and Delivery of the Loan Agreement and
the Indenture; Assignment of the Promissory Note. The terms and
provisions of the Promissory Note, the Loan Agreement and the
Indenture are hereby approved. The City Manager and the Clerk
are hereby authorized for and in the name of the Municipality to
execute, affix with the official seal of the Municipality and
deliver the Loan Agreement, the Indenture and the assignment of
the Promissory Note in the respective forms thereof presented
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herewith, or with such insertions therein or corrections thereto
as shall be approved by the City Manager 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. Authorization of Offering Circular, Letter of
Credit an� Bond Insurance. The distribution of the Offering
Circular in connection with the offering and sale of the Bonds
is hereby authorized and approved. The provisions of the Letter
of Credit and the policy of municipal bond insurance (as de-
scribed in the Offering Circular) are hereby authorized and
approved.
15. Execution and Delivery of the Bonds. The City
Manager and the Clerk are hereby authorized for and in the name
of the Municipality to execute the Bonds and appurtenant coupons,
if any, in the manner authorized by paragraph 4 of this Reso-
lution. Subject to the terms and conditions of the Bond Purchase
Agreement, the Municipality shall deliver the Bonds to the
Underwriters.
16. General Authorizations. The City Manager and the
Clerk and the appropriate deputies and officials of the Munici-
pality 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 records and to take such other
actions as snall be necessary or desirable to accomplish the
purposes of this Resolution and to comply with and perform the
obligations of the Municipality under the Bonds, the Loan Agree-
ment and the Indenture.
In the event that the City Manager 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 Agree-
ment, the Loan Agreement, the Indenture or the assignment of the
Promissory Note), such duties shall be performed by the officer
or official succeeding to such duties in accordance with law and
the ordinances of the Municipality.
17. Election Under the Internal Revenue Code. The
Municipality hereby elects to have the provisions of Section
103(b)(6)(D) of the Internal Revenue Code of 1954, as amended,
applied to the issuance of the Bonds. The City Manager, Clerk or
either of them are authorized to execute and file, for and in the
name of the Municipality, such documents as may be necessary or
appropriate to effectuate said election.
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18. Effective Date; Conformity. 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 Reso-
lution.
The foregoing resolution of the City Council of the
City of Oshkosh, Wisconsin, was adopted, approved and recorded
on July 29, 1982.
Clerk
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CERTIFICATIONS BY CLERK
I, Converse C. Marks, being first duly sworn, do hereby
depose and certify that I am the duly (appointed) (elected),
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 City Council; that I have carefully
compared the transcript hereto attached with the aforesaid
corporate records; that said transcript hereto attached is a
true, correct and complete copy of all the corporate records in
relation to the adoption of Resolution No. entitled:
BOND RESOLUTION AUTHORIZING
$5,000,000
CITY OF OSHKOSH, WISCONSIN
INDUSTRZAL DEVELOPMENT REVENUE BONDS
(EAA AVIATION FOUNDATION, INC. PROJECT)
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 P.M. on
July 29, 1982. Said meeting was a special meeting of the City
Council and was held in open session in compliance with Subchapter
IV of Chapter 19 of the Wisconsin Statutes and the ordinances and
rules of procedure of the City.
2. Said resolution was on the agenda for said meeting
and public notice thereof was given not less than 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
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 ,
, who chaired the meeting. Upon roll I noted and
recorded that the following City Council members were present:
and that the following City Council members were absent:
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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 Member , and seconded by Member
Following discussion and after all 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 Chairman declared said resolution adopted, and I so
recorded it.
IN WITNESS WHEREOF, I have signed my name and affixed
the seal of the City hereto on this 29th day of July, 1982.
[Municipal Seal]
e
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 5ea1]
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