HomeMy WebLinkAbout31570 / 81-15October l, 1981
N 15 RESOLUTION
There will be a final resolution to issue Industrial Development Revenue
Bonds pursuant to Sec. 66.521, Wis. Stats., on behalf of SNC Manufacturing,
Inc. in an amount not to exceed $800,000.00.
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OF THE
CITY OF OSHKOSH
RESOLUTION N0. �5
BOND RESOLUTION AUTHORIZING
$800,000.00
CITY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BOND
(SNC MAiWFACTURING CO., INC. PROJECT)
WHEREAS, the City of Oshkosh, Wisconsin (the "Municipality"), is a
municipal corporation organized and existing under and pursuant to the
laws of the State of Wisconsin and is authorized by Sec. 66.521, Wisconsin
Statutes to:
(a) issue industrial development revenue bonds to finance all or
any part of the costs of the construction, equipping, reequipping,
acquisition, purchase, installation, reconstruction, rebuilding,
rehabilitation, improving, supplementing, maintaining, repairing,
enlarging, extending, or remodeling of a project which qualifies
under the Act and the improvement of the site therefor; and
(b) enter into a revenue agreement with an eligible participant
pursuant to �ohich the eligible participant agrees to cause
said project to be constructed and to pay the rfunicipality 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, SNC Manufacturing Co., Inc., a Wisconsin corporation (the
"Borrower"), has heretofore requested the Piunicipality to issue industrial
development revenue bonds to finance a project on behalf of the Borrower
as an eligible participant under Section 66.521, Wisconsin Statutes, and
WAEREAS, this body has heretofore found and determined that said
project consisting of the acquisition and installation costs of land and
a building to be located in the Municipality for the use of SNC Manufacturing
Co., Inc., a Wisconsin corporation, as an industrial facility (hereinafter
called the "Project") is a qualified "project" within the meaning of the
Act and that the Borrower is an "eligible participant" within the meaning
of Section 66.521, Wisconsin Statutes, and
WHEREAS, on April 30, 1981, this body adopted an initial resolution
pursuant to Section 66.521, Ldisconsin Statutes, wherein it was resolved
that the Municipality 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
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WHEREAS, on P1ay 6, 1981, 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 Clerk requesting a referendum
on the question of the issuance of said industrial development revenue
bonds, and
WHEREAS, on May 12, 1981, a copy of said initial resolution and a
copy of said r.otice to electors was filed with the Departmert of Business
Development pursuant to Section 66.521 (10) (c), Wisconsin Statutes, and
WHEREAS, the Borrower has now requested that the Municipality
provide for the issuance of an industiral development revenue bond in
the principal sum of $800,000.00 upon the terms set forth in this Resolution
(as herein described, the "Bond"), and
WHEREAS, in connection therewith the Borrower has presented the
Municipality with proposed documentation for the Bond, as follows:
(a) a Bond Purchase Agreement, to be dated as of the date of the
adoption of this Bond Resolution ("Bond Purchase Agreement"),
to be entered into by and between the Borrower, the Municipality,
and Valley Bank of Oshkosh, Oshkosh, Wisconsin (the "Bank"),
and setting forth the terms and conditions by �ahich the Municipality
will sell the Bond, and
(b) a Loan Agreement, to be dated as of the date of the delivery
of the Bond (the "Loan Agreement"), to be entered into between
the Municipality and the Borrower, providing for the creation
of the Bond, and 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 Bond in
accordance with its terms, and
(c) a Promissory Note, to be dated as of the date of the delivery
of the Bond (the "Promissory Note"), to be issued by the
Borrower, payable to the order of the Municipality in the
principal amount of $800,000.00 as evidence of the berrowing
provided for in the Loan Agreement and to be assigned by the
Municipality to the Bank,
(d) A Mortgage and Security Agreement (the "Mortgage"), to be
dated the date of the delivery of the Bond, from the Borrower
to the Municipality� and to be assigned by the rlunicipality to
the Bank, providing collateral security for the performance of
the Borrower's obligations under the Loan Agreement, and
WHEREAS, in accordance with the Act, this Resolution and the aforesaid
instruments and documents, the Bond and interest thereon shall never
constitute an indebtedness of the rlunicipality 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 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 Bond or any act or omission related
to the authorization or issuance of the Bond, and
WHEREAS, it is in the public interest of the Municipality to encourage
and promote the development of projects such as the Project in order to
realize public retention of gainful 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 preservation and enhancement of
the Pfunicipality's tax base, and
WHEREAS, the development of the ProjecC and the issuance of the Bond
to finance the Project as herein recited will, in the judgment of this
body, serve the intended accomplishments of public purposes and in all
respecCs conform to the provisions and requirements of the Act;
NOW, THEREFORE, BE IT RESOLVED:
Section 1. Definitions. The term "Bond", "Bond Purchase Agreement",
"Construction Fund", "Loan", "Loan Agreement", "D?ote" and "Project" shall
have the same meaning as defined in the Loan Agreement.
Section 2. Findings and Determinations. This Gouncil hereby finds
and determines that:
(a) the Project is a qualified "Project" under and for the purposes
of SecCion 66.521, Wisconsin Statutes.
(b) the Borrower is a qualified "eligible participant" under and for
purposes of Section 66.521, Wisconsin Statutes.
(c) the Loan Agreement meets the requirements of a"revenue agreement"
under and for the purposes of SecCion 66.521, Wisconsin
Statutes.
(d) the estimated aggregate cost of providing the Project and paying
the costs incident to the financing is not less than $800,000.00.
(e) the payments required to be made by the Sorrower under the Revenue
Agreement are sufficient in amount to pay when due the principal
of, premium, if any, and interest on the Bond, and
(f) all conditions set forth in said Tnitial Resolution of April 30,
1981, have been satisfactorily met.
Section 3. AuthorizaCion to Borrow and Lend. The iiunicipality
shall borrow, but only in the manner herein recited,the sum of $800,000.00
for the purpose of (i) financing the costs of providing the Project,
(ii) paying the costs of issuing and selling the Bond, and (iii) paying
such other costs related thereto as are permitted to be paid ��ith hond
proceeds under the Act. The borrowing shall be accomplished through the
sale of the Sond issued pursuant to Section 66.521, Wieconsin Statutes.
The Municipality shall lend the sum of $800,000.00 to the Borrower
puYSUant to the terccs of [he Loan Agreement (the "Loan"}, The Loan
shall be evidenced by the Promissory Note and shall be secured by the
Piortgage.
� Section 4. Designation; Denomination, Tenure and Maturity of
Bond Created for Issuance. The Bond sha11 be designated "City of Oshkosh
Industrial Development Revenue Bond (SNC Manufacturing Co., Inc., Project)",
and shall be dated as of the 2nd day of November, 1981. The Bond
shall be in the principal amount of $800,000.00 and sha11 6ear interest
at the rate of 70% of the prime commercial rate in effect at P1 & I
Marshall & Ilsley Bank, Milwaukee, Wisconsin, per annum. Accrued interst
on the unpaid principal balance of tfle Bond shall be payable in bi-
monthly installments commencing January 2, 1982, and continuing until
the entire principal balance of the Bond is paid. The rate of interest
applicable to each bi-monthly installment shall be determined on the
last business day preceding the due date of said installment of interest.
The principal of the Bond shall be payable in 12 annual installments
of $66,666.67 each, commencing one year after the completion of construction
of the Project and continuing until the entire principal balance of the
Bond is paid. Overdue installments of principal and interest shall bear
interest at the prime commercial rate in effect at M& I Marshall &
Ilsley Bank, Milwaukee, Wisconsin.
The principal and interest on the Bond shall be payable in lawful
money of the United States of America at Valley Bank of Oshkosh, Oshkosh,
Wisconsin.
The Bond shall be issued in the form set forth as Exhibit B, of the
Bond Purchase Agreement with such insertions therein as shall be necessary
to comply with *_he terms of this Resolution and with such corrections
therein, if any, as the approving bond counsel may require for conformity
with the terms of this Resolution, the Bond Purchase Agreement and
Section 66.521, Wisconsin Statutes.
Section 5. Execution and Delivery of the Bond. The City Manager
and City Clerk, or their authorized deputies in their absence, are
hereby authorized on behalf of the Municipality to execute and deliver
the Bond and sha11 have impressed, imprinted or otherwise reproduced
thereon the official seal of the Municipality.
Section 6. Limited Obligation of Municipality-Source of Pa ment.
(a) The Bond and interest thereon shall never be or be considered
a general obligation 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 any pecuniary liability of the Municipality or a
charge against its general credit or taxing powers. Members of
this Common Council and officers and employees of the riunicipality
are not personaliy liable on the Bond and are aot personally
liable for any act or omission related to the authorization or
issuance of the Bond.
(b) The Bond shall be a limited obligation 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
Loan Agreement, including, without limitation, (i) all payments
by the Borrower on the Loan or pursuant to the terms of the
Loan Agreement, and (ii) all amounts derived by recourse to
the Mortgage; but excluding any amounts derived by the Municipality
for its own account pursuant to the terms in the Loan Agreement
and (iii) monies held in fund created under the Purchase
Agreement.
(c) As security for the payment of the principal of and interest
on the Bond, the riunicipality shall pledge and assign to the
Bank all of its right, title and interest in and to the Loan
Agreement and Promissory Note (except for its rights to receive
and enforce payment of certain taxes, expenses and indemnity
payments from the Borrower as set forth in the Loan Agreement),
the Mortgage and the accounts held by the Bank under the
Purchase Agreement.
Section 7. Prepayment. The Bond is subject to prepayment prior
to maturity as provided in the Loan Agreement.
Section 8. Creation of Construction Fund. There is hereby
created by the Municipality and ordered established with the Bank a fund
to be designated with the names of the Municipality and the Project,
which shall be used to pay (or reimburse the Borrower for) the costs of
providing the Project and such other costs in connection with the Project
and the issuance and sale of the Bond as are permitted to be paid from
the proceeds of the Bond under the Section 66.521, Wisconsin Statutes,
the Loan Agreement, and the Bond Purchase Agreement. There shall be
deposited in said Construction Fund the entire proceeds received upon
sale of the Bond, less the portion thereof constituting accrued interest.
The Municipality hereby authoriaes and directs the Bank to withdraw
funds from said Construction Fund for disbursement to or at the order of
the Borrower pursuant to requisition of the Borrower, as provided in the
Loan Agreement.
_
Section 9. Determination of Revenue Payment.
(a) The amount necessary in each year to pay the principal of and
interest on the Bond is the sum of (i) the amount of the
principal and interest due in such year in accordance with
Section 4. of this Resolution (as reduced from time to time by
reason of pxepa;rment), plus (ii) the principal amount of the
Bond to be prepaid in such year in accordance with a call for
prepayment made in accordance with Section 7. of this Resolution
and the Zoan Agreement.
(b) In expressing the Borrower's obligation to make the necessary
revenue payments, it shall be sufficient herein and in the
Loan Agreement to state that the Borrower shall be obligated
to pay the Municipality (or the Bank for the account of
the Municipality� an amount sufficient to pay when due the
principal of and interest on the Bond.
<c) The Loan Agreement contains provisions adequate in the judgment
of tfiis body, requiring the Borrower to provide for the maintenance
of the Project and the carrying of all proper insurance with
respect thereto. Consequently the Borrower need not be required
to pay amounts into any reserve funds for the retirement of
the Bond or for the maintenance of the Project.
Section 10. Acaard of Bond• Execution and Delivery of the Bond
Purchase Agreement. The Borrower has negotiated for the sale of the
Bond to the Sank at a price of 100% of the principal amount of the Bond.
Given the purposes of the financing and the involvement of the Municipality
therewith, it is the determination of this body that the Bond shall be
hereby awarded to the Bank 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 Glerk or their authorised deputies in their ahsence, are
hereby authorized and directed for and in the name of the Municipality
to execute, affix with tfie official seal of the Municipality and deliver
the Sond Purchase Agreement in the form presented herewith, or with such
insertions therein or corrections thereto as shall be approved by the
City Managex and Clerk, �oith the advice of the Municipality's Attorney,
consistent with this Resolution and the terms of the Section 66.521 of
the Wisconsin Statutes, their execution thereof to constitute conclusive
evidence of their approval of any such insertions and corrections,
Section 11. Execution and Delivery of the Loan A�reement,
Assignment of the Promissory Note and the Mortgage. The terms and
provisions of Che Loan Agreement, the Mortgage and the Promissory Idote
are hereby approved. The City iKanager and the Clerk, or their authorised
deputies in their absence, are hereby authorized for and in the name of
the Plunicipality to execute, affix with the official seal of the Municipality
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and deliver the Loan Agreement and the form of assigrunent of the Promissory
Note and Mortgage in the forms presented herewith, or with such insertions
therein or corrections thereto as shall be approved by the City Manager and
Clerk, with the advice of the Tfunicipality's attorney, consistent with
this Resolution and the terms of the Section 66.521, Wisconsin Statutes, their
execution thereof to constitute conclusive evidence of their approval
of any such insertions and corrections.
Section 12. General Authorization. The City P4anager and Clerk and the
appropriate deputies and officials of the Municipality 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 Sec. 893.77, Wisconsin Statutes, in the form
attached hereto) 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 Municipality under the
Section 66.521, Wisconsin Statutes, the Bond, the Bond Purchase Agreement
and the Loan Agreement.
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 (including but not limited
to the execution of the Bond, the Bond Purchase Agreement and the Loan Agreement
and the forms of assignment of the 2-Sortgage and the Promissory Note) such
duties shall be performed by the officer and official succeeding to such �
duties in accordance �oith law and in the ordinances of the Municipality.
Section 13. 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 resolution shall be
deemed amended to such extent as may be necessary to bring them in conformity
with this Resolution.
ADOPTED, , 1981
City Clerk
ADOPTED, ___ _ , 1981
1
City Manager
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