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HomeMy WebLinkAbout31104 / 80-21Dec�mber 18, 1980 � 21 Fg50LITPZCBI There will be a Final RPSOlution to issue Industrial Develop�rent I�venue Bonds pussuant to Section 66.521 of the wisconsin Statutes, to Oshkosh Yoimg Men's Christian Association, Inc., to �nstruct additions to, xenodel and purchase and i:stall �.,-ui.p:c-�nt in tt:e iac;ii�y, in an a-ro�uit noc to ex�ect $1,75U,UUG.UU. RESOLUfION A[TrHORIZING QTY OF OSHKOSH, WINNEBA(30 O�UNZ1', WISCONSIN IND[JSTRAIAL IIEVEL�OPN�TP REVECIUE BOP7L'6 (C6FIICOSH COMMfINITY YOiFiG MEN'S Q3RISTIPN ASSOCIATION, INC. P%a7ECi') SERIES 1981 �"�'� ��----' E> ;..� ��, _ 21 _ r3 RESOLUTION AUTfiORIZING CITY OF OSHKOSH, WINNEBAGO COiJNTY, WISCON5IN INDUSTRIAL DEVELOPMENT REVENUE BONDS (OSHKOSH COMMLTNITY YOUNG MEId°S CHRISTIAN ASSOCIATION, INC. PR07ECT) SERIES 1981 (TfIE "BOIJDS" ) WI�REAS, in a resolution adopted February 7, 1980 by the Common Council of the City of Oshkosh, Winnebago County, Wisconsin (sometimes herein called the "City" or the "Issuer"), the Issuer expressed its intent, and authorized and directed its officers, to work toward the consummation of a financing agreement with Oshkosh Community Young Men's Christi.an Association, Ina., a Wisconsin nonstock nonprofit corporation (the "Company"), pursuant to which the City would issue ita industrial developmant revenue bonds pursuant to Section 66.521, Wisconsin Statutes, as amended (the "Act"), in an amount not to exceed $1,750,000 for tthe purpose of financing costs of, among other �hings, construc:ting additions to and remodeling the facility presently operated by the Comgany in the City as a recreational facility and for �elated service activities (which construction, remodeling and related improvements are referred to herein as the "Project"); and Wf�REAS, in reliance upon such resolution, the Com�any has commenced the Project, has entered into negotiations with initial purchasers (the "Purchasers") for purchase of the Bonds to be so issued and caused to be prepared and herewith submitted to this Common Council forms of the following documents: (a) Mortgage Loan Agreement between the Issuer and the Company pursuant to which the Issuer agrees to loan the proceeds of the Bonds to the Company to finance the Project and related costs, together with the Company's Note containing its promise to repay such loan with interest as set forth therein (the "Revenue Agreement" and "Note", respectively); and (b) Indenture of Trust between the Issuer and First Wiscon- sin National Bank of Oshkosh, Oshkosh, Wisconsin, as Trustee (the "Indenture"); and (c) Project Financing Agreement among the Issuer, the Company and the Purchasers (the "Agreement"); and WHEREAS, there have been presented to and received by this Council drafts of the Revenue Agreement and Note, Indenture and Agreement; and Wf�REAS, the issuance of the Bonds by the Issuer, the crea- tion of a mortgage on the Pledged Property and the pledge of the Revenue Agreement and its revenues to the Trustee under the Indenture, as herein recited and provided, in the judgment of this Council, will serve the intended accomplishments and in all respects conform to the provisions and requirements of the Act; and Wi�REAS, the Company has made representations to the Issuer (to be supported by apprapriate documentation) �at the estimated cost of the Project, together with related costs, is an amount which will be at least $900,000 and that the useful life of the Pledged Property is estimated to be at least % years; and Wf�REAS, the Company represents and agrees that it will en- ter into the Revenue Agreement with respect to the Project and Pledged Property as described above, issue the Not�, pay all expenses with respect thereto, and comply with all the terms and provisions of the Note and Revenue Agreement so that full debt service will be provided in order to meet payments of principal of, premium, if any, and interest on the Bonds and the Company agrees that its representations have been expressly relied upon by the Issuer in the adoption of this Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNC?�. OF THE CITY OF OSHKOSH, WISCONSIN, THI�T: 1. Definitions. The terms °Series 1981 Bonds", "Bond Fund", "Bondholder", "Pledged Property", "Project Fund", "Trust Estate" and "Trustee" shall have the same meanings as defined in the Indenture. The term "Bonds" when used herein shall refer to the Series 1981 Bonds, unless the context otherwise requires. 2. Determination. This Council hereby finds and determines that: (a) the estimated cost of the Project as more particularly defined in the Indenture including all costs in connec- tion therewith permitted to be £inanced with the Bonds under the Act is at least $900,000; (b) the useful li£e of the Pledged Property is not less than seven (7) years; (c) the loan payments to be made in each year as specified in Section 3.9 of the Revenue Agreement are sufficient to pay the principal of and interest on the Bonds; and (d) no reserve fund need be established in cannection with the retirement o£ the Bonds or maintenance of the Pledged Property other than any fund required for campaign pledges for the Project. 3. Issue of Series 1981 Bonds. The Issuer shall issue its Bonds in the amount of Nine Hundred Thousand Dollars ($900,000) for the purpose of financing the Project and other authorized costs. The Bonds shall be sold to the Purchasers in accordance with the terms and conditions set forth in the Agreement. The -2- Bonds shall be issued pursuant to the Act, shall be designated, dated, in the form, and have the maturities and bear interest as provided in the Indenture. All details pertaining to the Bonds as provided in the Indenture are hereby adopted as and for the details approved by this Issuer. The Bonds shall not be a general obligation or indebtedness of the Issuer within the meaning of any state constitutional provision or statutory limitation and shall not constitute nor give rise ta a pecuniary liability of the Issuer or a charge against its general credit or taxing powers, but shall be payable solely from the payments and other revenues that may be available therefor from the Revenue Agreement and Note or in the event of default thereon as otherwise provided herein or in the Indenture and permitted by law, and in no event shall the Bonds or the interest thereon or any other costs or expenses in connection therewith or with the Project ever be payable from any £unds of ��:e Issuer other than the payments and other revenues to be received by the Issuer under the Revenue Agreement and Note. The payments when paid by the Company, pur- suant to the Revenue Agreement and Note, shall be paid directly to the Trustee for the account of the Issuer so long as the Bonds shall be outstanding and unpaid. The Bonds shall be executed on behalf of the Issuer by its City Manager and its City Clerk or their authorized deputies in their absence and shall hav� its corporate seal impressed or imprinted th�reon and may be in typewritten form. Facsimile signatures may be used as permitted by law. 4. Approval and Execution of Documents. Subject to such changes or revisions therein as Quarles & Brady as Bond Counsel ("Bond Counsel") or Counsel for the Issuer may approve, the Indenture, Note, Revenue Agreement, and Agreement, in substan- tially their respective forms presented to this meeting are hereby approved. The City Manager, City Comptroller and City Clerk, or any of their authorized deputies if necessary, are authorized on behalf of the Issuer to execute and deliver the Indenture, Revenue Agreement, and Agreement, with such revisions, changes, or deletions as may be approved by the signatories thsreto, which approval shall be conclusively proved by iheir execution of such documents. Said City Manager, City Comptroller and City Clerk, and their aut�horized deputies and other officials of the Issuer are hereby authorized to prepare or to have prepared and to execute, file and deliver, as appropriate, all such docu- ments, financing statements, opinions, certi£icates, affidavits, closing or post-closing instruments (including but not limited to amendments of the Indenture and Revenue Agreement not requiring the consent of the Bondholders pursuant to Sections 11.01 and 12.01 of the Indenture) as may be required by this resolution or deemed necessary by said officials or by Bond Counsel. 5. Appointment of Trustee; Funds; Investment Directions. First Wisconsin National Bank of Oshkosh, Oshkosh, Wisconsin, is hereby designated as Trustee under the Indenture. -3- There are hereby created by the Issuer and ordered estai�- lished with the Trustee the following trust funds: (a) The Project Fund as described in Section IV-2 of the Indenture to be used solely to pay costs of the Project and such other costs as are provided to be paid there- from in the Indenture. The Issuer hereby authorizes and directs the Trustee (i) to withdraw sufficient funds from said Project Fund to make the a£oresaid payments as the same become due and payable, and (ii) to trans£er from the Project Fund to the Bond Fund any moneys which are not needed for the purposes for which the Bonds are issued in the manner and at the time provided in the Indenture. (b) The Bond Fund as described in Section IV-1 of the Indenture to be used to pay the principal and interest on the Bonds and such other costs as are provided to be paid therefrom in the Indenture. The Issuer hereby authorizes and directs the Trustee to withdraH* suffi- cient funds from the Bond Fund to pay the Bonds, premium, if any, and interest thereon as the same become due and payable. The Bondhold�rs shall have a first lien on the payments in connection with the Project required to be paid by the Company for the payment of principal, premium, if any, and interest on the Bonds under the Revenue Agreement, Note and Indenture. Said payments received under the Revenue Agreement and Note with respect to the Project are hereby irrevocably pledged for the payment of the Bonds and interest thereon. c. The Taxable Interest Compensation Fund as described in Section IV-3 0£ the Indenture to be used for the purposes described in the Indenture. The Issuer authorizes and directs the Trustee to invest and reinvest moneys in the Project Fund, the Bond Fund, and 'r.he Taxable Interest Compensation Fund as set forth in Article 6 of the Indenture. 6. Certain Indenture Provisions and Additional Securitv. The Bonds and the interest thereon shall be additionally secured by a mortgage covering the Pledged Property as provided in the Revenue Agreement and Indenture as well as by an assignment of pledges receivable attributable to building construction as a result of the Oshkosh Community YMCA Capital Fund Campaign from the Company to the Trustee. Such pledges shall be used to prepay the Bonds in accordance with such assignment and the Revenue Agreement and Indenture. 7. Certain Provisions of the Revenue Aqreement. The Reve- nue Agreement provides, inter alia, that: (a) The maintenance and repair costs of the Pledged Property, taxes in connection therewith, and other charges and � � insurance with respect to the Pledged Property will be taken out, assumed and paid by the Company. The Issuer has no obligation with respect thereto. The proceeds of any recovery under the foregoing insurance policies shall be used and disposed of in the manner provided in the Revenue Agreement and the Indenture. (b) The Company shall make payments pursuant to the Note and Revenue Agreement (directly to the Trustee £or deposit in the Bond Fund and for the account of the Issuer) in the amounts suf£icient for payment from the Bond Fund when due of the principal of, premium, if any, and interest on the Bonds. 8. Covenants Bindinq UAOn Issuer. All covenants, stipu- lations, obligations and agreements of the Issuer contained in this resolution and in the Bonds, the Revenue Agreement, the Indenture, and the Agreemen� shall be deemed to be the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and such covenants, stipulations, obligations and agreements shall be binding upon the Issuer and its successors from time to time and upon any body to which any powers or duties affecting such covenants, stipula� tions, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this reso- lution, all rights, pow�rs and privileges conferred and duties and liabilities imposed upon the Issuer or the officers thereof by the provisions of this resolution, the Bonds, the Revenue Agreement, the Indenture or Agreemant shall be exercised or performed by the Issuer or by such officers, board or body as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Bonds, the Revenue Agreement, the Indenture or the Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any officer, agent or employee of the Issuer or of this Council in his or her in3i- vidual capacity and neither the members of this Council nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof_ Adopted (���y�'yi;,f✓� /�} , 1980 1 /�/1 � (�'�%i�v:��i.� ��/ _�Li'-7 �i City Clerk � Approvedi' t�,L��E'-�'I-��,,Z2' l � , 1980 ., . �4:� _. �'�, f � t._ �� City Manager -5- � N lC a� i r,_ w .: .1 N � 'U cd G � O ,-i W C� a� a� � O N � � L�. N C�. f� � ri O tC .I� «-1 � � N O U] �-I � �ro �� rl H • O 6 v� Sr U N O � fZ 4-i >+ � � � �., .,� � m +� 41 N . '�a � .N 6 6 P. O � � N 6 .� O � H � � U � O rl J� O � 0 � rn � � .-i .� � � N r-I � N � A U N N rl (� U