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CITY COUNCII.
OF THG
CITY OF OSHKOSH
RESOLUTION N0. 26
BOND RESOLUTION AUTHORIZING
$2,500,000
CITY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS,
SERIES C
(UNIVERSAL FOUNDRY COMPANY PRO.)ECT)
WHER;�AS, the City �f 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 Section 66,521 Wisconsin
Statutes, as amended (hereinafter sometimes �eferred to
as the "Act"), to:
(a) issue industrial development tevenue
bonds to finance a11 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 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
WHEKEAS, Universal Foundry Company, a Wisconsin
corporation (the "Borrower."), has heretofore requested the
Municipality to issue industrial development revenue bonds
to finance r� project on behalf oE the Borrower as an eli�ibl.e
parClcipant under the Act; and
i?.�
���
WHF.REAS, this body has heretofore found and determined
Chat said projec[ consistinR of buildings and equipment for the
purpose of. addinK and improving certein industrial Eacilities for
the production of Ferrous aod nonferrous castin�s (hereinefter
called the "Project") is a qualified "projecC" within the meanin�
of the Act and that the Aorrower is an "eligible participant"
within the meaning of the Act; and
WHEREAS, on October 18, 2979, this body adopted an
initial resolution pursuant to the Act 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
WHEREAS, on October 24, 1979, 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 C1erk requesting a referendum on the question of
the issuance of said industrial development tevenue bonds;
and
WHEREAS, on March 13, 1980, the Municipality issued
$1,000,000 Principal amount of industrial development revenue
bonds (the 'Series A Bonds") pursuant to an Indenture of Trust
(the "Original Indenture"), a Loan Agreement (the "Original Loan
Agreement"), a Mor*gage (the "Mortgage") and a Bond Purchase
Agreement (the "Bond Yurchase Agreement") each dated as of March
1, 1980; and
WHEREAS, the Bond Purchase Agreement p-ovided for the
issuance of bonds in addition to the Series A Bonds for the
purpose of completinK the Project; and
WHFKEAS, on Aug,ust 7, 1980, ti�e Municipality issued
$2,000,000 �rincipal amount of industrial development revenue
bonds (the 'Series B Bonds") pursuant to a First Supplemental
Indenture of Trust {the "First Supplemental Indenture") and a
First Sup�lemenCal Loa❑ A{;reement ("First Supplemental Loan
Agreement'), each dated as of August 1, 1980; and
WHEREAS, the Borrower has now requested that the
MunicipaLity provide for the issuance of $2,500,000 principal
amount of industrial development revenue bonds upon the terms
set forth in this Resolution (as herein described, the "Series
C Bonds"); and
s�
6JHEREAS, in connection therewith the Borrower has
presented the Municipality with proposed documentation for the
Series C Bonds, as follows:
(a) �i Second Supplemental Inden[ure of Trust, to
be dated as oF December 1, 1980 (the "Second
Supplemental Tndenture" and together with the
Original Indenture and the First Supplemental
Indenture hereinafter called the "Indenture"),
to be entered into between the Municipality
and the corporate trustee hereinafter desig-
❑ated (the "Trustee"), providing for the creation
of the Series C Bonds, the terms thereof and the
security therefor; and
(b) a Second Supplemental Loan A�reement, to be dated
as of December 1, 1980 (the 'Second Supplemental
Loan Agreement", and together with the Original
Loan Agreement and the First Supplemental Indenture
hereinafter called the "Loan Agreement"), to be
entered inCO between the Municipality and the
Borrower providing for a loan of the Series C Bond
proceeds to the $orrower on repayment terms
scheduled to provide the Municipality with revenues
sufficient to retire the Series C Bonds in accor-
dance with their terms; and
(c) a Promissory Note, to be dated December 1, 1980
(the "Promissory Note"), to be issued by the
Borrowe� payable to the order of the Municipality
in the principa2 amount of $2,500,000 as evidence
of the borrowing provided for in the Second
Supplemental Loan Agreement and to be assigned by
the Municipality to the Trustee.
WHEREAS, in accordance with the Act, this Resolution
and Che aforesaid instruments and docu�„Ants, the Series C Bonds
and interest thereon shall never constitute an indebtedness of
the Municipality within the meaning of any 5tate 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; and
WHEKEAS, 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 suc6 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 Muni-
cipality; and the preservation and enhancement of the Munici-
pality's tax base; and
-3-
WHEREAS, the development of the Project and the
issuance of Bonds to finance the Project as herein recited
wi11, in the judgment of this body, serve the intended accom-
plishments of public purpose and in a11 respects conform to
the provisions and requirements of the Act;
NUW, THEREFORE, BE IT RESOLVED:
L. rindin s and Determinations. It has been fo�nd
and determined an is here y ec are :
(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 Loan Agreement meets the require-
ments of a"revenue agreement" under and
for p�rposes of the Act;
(d) that the estimated a}�gtegate cost of providing
the Project and paying the costs incident to
the financing is not less than $2,500,000; and
(e) that the payments required to be made by
the Borrower under the Loan Agreement are
suf[icient in amount to pay when due the
princip�l of, premium, if any, and interest
on the Series C Bonds.
2. Authorization to Borrow and to Lend. The Munici-
pality shall borrow, but only in the manner herein recited, the
sum of $2,500,000 for the purpose ot (i) financing the costs
of providing the Project, (ii) paying the costs of issuing
and selling the Series C Bonds, and {iii) paying such other
costs related thereto as are permitted to be paid with bond
proceeds under the Act. Said borrowing shali be accomplished
through the sale of the Series C Bonds issued pursuant to the
Act. The Municipality shall lend the sum of $2,500,000 to the
Borrowe� pursuant to the terms of the Loan Agreement, which
borrowing sha11 be evidenced by the Promissory Note and secured
by the Mortgage.
3.
Series C Bonds
s al e issue
be designated:
Designati
Created
in t e
on, Denomination, Tenor and Maturit
for Issuance. The Series C Bonds
principa amount of $2,500,000 and
-4-
0
shall
CITY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES C
(UNIVERSAL FOUNDRY COMPANY PROJECT)
The Series C Sonds shall mature in accordance with the
schedule provided in the table below:
Principal
Maturity Date
March 1, 1982
June 1, 1982
September 1, 1982
December 1, 1982
March 1, 1983
June 1, 1983
September 1, 1983
December 1, 1983
March 1, 1984
June 1, 1984
September 1, 1984
December 1, 1984
March l, 1985
June 1, 1985
September 1, 1985
December 1, 1985
�arch 1, 1986
June 1, 1986
September 1, 1986
December 1, 1986
March 1, 1987
June 1, 1987
September 1, 1987
December 1, 1987
March 1, 1988
June 1, 1988
September l, 1988
December 1, 1988
March 1, 1989
June 1, 1989
September 1, 1989
December 1, 1989
March 1, 1990
June i, 1990
Principal
Amount
$70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70,000
70 , 000
75,000
75,000
75,000
75,000
75,000
75,000
75,000
75,000
90,000
90,000
90,000
90,000
Interest shall be payable quarterly on the first day of each
March, June, September and December commencing March 1, 1981.
The Series C Bonds of each particular maturity shall bear in-
terest from its date at a rate per annum which is 75% of the
"prime rate" in effect on the first day of the quarterly period
-5-
in respect of which the interest is due; provided, however, that
if a Tax Viola[ion shall be deemed to have occurred in respect of
the Series C 8onds (as determined in accordance with Section 5.2
of the Original Loan AKreement), the interest rate per. annum on
the Series C 8onds with respect to each quarterly interest
payment period shall be and become one-half (1/2) percentaRe
point greater than 115% of the "prime rate" in effect on the
first day of such quarterly period (the "prime rate" bein� the
conventional interest rate charged by First Wisconsin National
Bank of Milw�iukee for 90 day loans to 1ts most credttworthy
domestic commercial and industrial customers). Any such change
in the method of computing interest on the Series C Bonds by
reason of the occurrence of a Tax Violation shall be effective
retroactive to the date as of which the Series C Bonds lost their
Federal tax exempt status; provided, however that any amount of
additional interest due in respect of prior periods by reason of
the retroactive application of the change in ioterest rate shall
be payable in on the second interest payment date following
the determination that a Tax Violation had occurred or, at the
option of the Botrower, in 2ump sum on any earlier date.
The Series C Bonds shall be issuable as fully regis-
tered bonds without coupons in denominations of $5,000 or any
in[egral multiple thereof. Fully registered Series C Bonds and
the interest thereon and coupon Series C Bonds registered as to
pcincipal (other than to bearer) shall be ttansferable by and
sha11 be pay�ble to the registered owners thereof in the manner
and with the effect pr.ovided in the Indenture. The principal oE,
premium, i[ any, and i�terest on the Ser.ies C 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 desig-
nated by the Municipality and approved by the Borrower.
The Series C Sonds shall be dated December 1, 1980,
except in the case of fully registered Series C Bonds issued
and authenticated after the first interest payment date whicfi
sha11 be dated in accordance with the provisions therefor
provided in the Indenture. Fully registered Series C Bonds
without coupons shall be lettered with the prefix "CR" and
consecutively from 1 upwards in the order of their issuance.
The Series C Bonds sha11 be issued in the respective
forms therefor as set forth in the Original Indenture, with such
insertions therei❑ 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 Series C Bonds.
The Series C Bon s s a. e execute on e a. a t e un ci-
pality with the facsimile or manuAl signature of its City Mana-
ger, countersigned with the manual signature of its Clerk and
shall have impressed, imprinted or otherwise reproduced thereon
the official seal of the Municipality or a facsimile thereof.
No Series C Bond sha11 be issued unless first authenticated by
the Trustee, to be evidenced by the manual sign2ture of an
authorized officer of the Trustee on each Series C Bond.
5. Desiqnation of Trustee. The Municipality hereby
designates and appoints First Wisconsin Trust Company, Milwaukee,
Wisconsin, to perform the functions of the Trustee, bond registrar
and paying agent under the Second Supplemental Indenture.
6. Additional Bonds. Bonds in addition to the Series
A, Series B and Series C Bonds may be issued from time to time
under the Indenture subject to the terms and conditions therein
provided and subject to the approval of this body. If so issued,
such additional Bonds shall rank equally and on a parity with the
Series A, B and C Aonds. The Series A, B and C Bonds and any
such adclitional eonds ace hereinafter collectively referred to as
the "Bonds".
7. Series C Bonds as Limited Obli ations. The Series
C Bonds and interest thereon shail never e or e considered a
general obligation of the Municipality or an i�debtedness of the
Municipality within the meaninq of any State constitutional
provision or statutory limitation and do not constitute or
give rise to charges against its general credit or taxing powers
and shall not constitute or give rise to any personal Liability
of any member of the governing body of the Municipality or its
officers and employees on the Bonds or for any act or omission
related to the authorization or issuance of the Bonds.
8. Source of Pa ment; Pled e of Revenues. The
Series C Bonds s a e imite o igations�t�Municipality
payable by it solely from revenues consisting of (i) income
and revenue derived by or for the account of the Municipality
from or for the account oE the Borrower pursuant to the termG of
the Promissory Note and the Loan Agreement (except cert�i.n taxes,
expenses and indemnity payments which may become due to the
Municipality), (ii) all net proceeds realized upon recourse to
the Mortgage and any other collateral given to secure the Bor-
rower's obligations under the Loan Agreement, and (iii) cash and
securities held in trust funds created under the Indenture �nd
the investment earnings thereon.
As security for the payment of the principal of,
premium, if any, and interest on the Bonds, the Municipality
-7-
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), the Mortgage and
the trust funds held by the Trustee under the Indenture.
9. Redem tion of Series C Bonds Prior to Maturit .
The Series C Bon s shall be subject to re emption prior to
maturity as provided in the Indenture and summarized below:
(a) Extraordinar Event Redem tion. Upon or
wit in one year o owing t e occurrence of
any of the extraordinary events specified in
the Indenture, the Borrower shall have the
option of having the Series C Bonds redeemed
in whole (but not in part) at 100% of the
principal amount thereof, plus accrued
in[erest to the redemption date.
(b) 0 tional Redem tion in Event of Tax Violation.
T e Series C Bon s s a e su ject to re emp-
tion at the option of the Borrower in whole upo❑
the occurrence of a"Tax Violation" (relating
to interest on the Series C Bonds) as defined
in the Indenture at 100% of principal amount,
plus accrued interest to the redemption date,
plus a premium eyual to the amount, if any, by
which (A) the actual total dollar amount of
interesl borne by such Bond durinK the period
between the date as of which such Bond lost its
Federal tax exernpt status and the redemption
date is exceeded by (B) rhe total dollzr amount
of interest which would have been borne by such
Bond during such period if the interest rate
per annum thereon during each �uarterly interest
payment period would have been one-half (1/2)
percentage point greater than 115% of the "prime
rate" (the conventional interest rate charged
by First Wisconsin National Bank of Milwaukee for
90 day loans to its most creditworthy domestic
commercial and industrial customers) in effect
at such bank on the first day of such quarterly
payment period.
(c) 0 tip onal_Redemption( >Except as provided in
para�rap� (a) an3- b above, the Series C Bonds
sha11 be noncallable for redemption prior to
March 1, 1985. The Series C Bonds maturing on
or after March 1, 1985 (exclusive of those Series
�
C Bonds calied for redemption pursuant to para-
�raphs (a) and (b) above), shall be subject to
redemption prior to maturity by the Municipality
(at the Borrower's direction) on or after March
1, 1985, as a whole at any time, or in part in
inverse order of maturity and within a maturity
by lot on any interest payment date, at 100% of
principal amount, plus accrued interest to
the redemption date, plus a premium (expressed
as a percentage of the principal amount of the
Series C Bonds so redeemed) determined in
accordance with the teble below:
Redemption Dates
From To and Including
March l, 1985 February 28, 1986
March 1, 1986 February 28, 1987
March 1, 1987 February 29, 1988
March 1, 1988 February 28, 1989
March 1, 1989 February 28, 1990
March 1, 1990 and thereafter
Redemption
Premium
5.0%
4.0
3.0
2.0
1.0
None
Notice of any redemption of Series C Bonds prior to stated
maturity shall be given in the manner provided in the Original
Indenture. The principal of, premium, if any, and interest on
Series C Bonds called [or redemption as aforesaid shail be
payable solely from moneys held by Che Trustee under the In-
denture and availabte thereEor, including moneys derived from
the Borrower for such purpose pursuant to the Loan Agreement.
10. The following described Trust Funds shall be
created under the Indenture to be held in the cuGtody of the
Trustee and applied for the uses and purposes provided in the
Indenture (summarized below):
(a) Issuance Ex�ense Fund. The estimated
amount o t e Series C Bond issuance costs
will be deposited into the Issuance Expense
Fund from the proceeds of the sale of the
Series C Bonds and will be applied upon
requisition of the Borrower to the payment
of such costs. After certification by the
Borrower that all such costs have been paid,
any remaining balance in the Issuance Ex-
pense 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
sa e o the Series C Bonds (exclusive of
accrued interest and the �mount deposited
into the Issuance Expense Fund) will be
deposited into the Construction Fund.
Moneys in the Construction Fund will be
applied to the payment of Project costs
upon requisition of the Borrower as pro-
vided in the Loan Agreement. After
certification by the Borrower that the
Project has been completed and that cer-
tain other conditions have been satisfied,
any remaining balance in the Construction
Fund shall be transferred to the Surplus
Fund.
(c) Bond Fund. The accrued interest received
upo� the sale of the Series C Bonds 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
Optional Redemption Fund) shall be deposited
into the Bond Fund. Moneys in the Bond Fund
shall be used for the paymeot of the prin-
cipal of and interest on the Bonds when
due.
(d) Optional Rede�m tion���Fund. Prepayments by
the Borrower o pf rincipal on the Promissory
Note together with the premium, if any,
shall be deposited into the Optional Re-
demption Fund. In addition, under certain
circumstances moneys may be transferred
to the Optional Redemption Fund from other
Trust Funds. Moneys in the Ontional Re-
demption Fund may be (i) transferred to the
eond 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 redemption, (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 Fund. Surplus moneys in the Con-
struction Fund sha11 be transferred to the
-10-
Surplus I�und. AC the direction of the �or-
rower, moneys t❑ the SurpiuR Pund may be
(i) transEerred to the Optional Redemption
Fund, (ii) used to purchase Bonds for can-
cellation, or (iii) used to pay or reimburse
the Borrower foc costs of depreciable
property necessary to complete the Project
or an additional project.
11. Other Trust Funds. There is hereby created
by the Municipality and ordered established, if necessaty,
with the Trustee funds in which there shall be deposited such
net proceeds of certain sales, insurance and condemnation awards
as may be provided in the Loan Agreement and the Indenture.
The Trustee is authorized to withdraw funds from said trust
funds fot application as provided in the Loaa Agreement and the
Indenture.
12. Investment of Trust Funds. Any moneys held
as a part of the trust un s e y t e Trustee under the
Indenture may be invested and reinvested by the Trustee upon
request by the Borrower in (i) direct, f�ll faith and credit
obligations of the United States of America ("Government Obli-
gations"), (ii) securities which are unconditionally guaranteed
as to both principal and interest by the United States of Ameri-
ca, (iii) obligations of any of the following: Banks for Co-
operatives, Federal Financing Bank, Federal Land Banks, Federal
Home Loan Banks, Fedetal Intetmediate Ctedit Banks, Federal
National Mortgage Association, Export Import Bank of the United
States or Government National Mortgage Association, (iv) bank
repurchase agreements fully secured by Government Obligations,
and (v) interest-bearing accounts, time deposits and certificates
of deposit issued by any bank, trust company or national banking
association (including the Trustee and any affiliate of the
Trustee) which has capital, surplus and undivided pro£its in
excess of $5,000,000, but in no event shall the amount invested
at any one time, in interest-bearing accounts, time deposits and
cectificates of deposit issued by any one bank, tcust company or
national banking associaCion equal or exceed 20% of the capital,
surplus and undivided profits of such bank, trust company or
national banking association.
13. Determination of Reven�ue Pa me�nt. The amount
necessary in eac year to pay the princ pi al of, premium, if
any, and intetest on the Series C Bonds is the sum of (i)
the amount of principal 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 opett
market purchases of Series C Bonds in accordance with the
Indentute); plus (ii) the principal amount of Series C Bonds
-11-
to be redeemed in such yeat in accordance with a call fot tedemp-
tion mHde in raccordance with paragrnph 9 of this Resolution and
Che Indenture, plus the pcemium, if any, payable with tespect
theceto; pLus (iti) Che amount oE interest on the Series C Bonds
becorninK due in such year in accordAnce with the interest rates
and, if applicable, the formula specified in paragraph 3 of
this Resolution.
In expressing the Borrower's obligation to make the
necessacy revenue payments, it shall suffice herein and in
the Loan Agreement to state that the Borrower shall be obligated
ro pay the Municipality (or the Trustee for the account of the
Municipality) amouats sufficient to pay when due the principal
of, premium, if any, and interest on the Bonds.
The Loan Agreement contains provisions, adequate in the
judgment of this body, requiring the Borrower to provide for the
maintenance of the Project and the catrying 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 Pcoject.
14. Award of Series C Bonds. The Rorrower has nego-
Cia[ed for the sa e o C e ettes C Bonds to First Wisconsin
National Bank of Milwaukee, Milwaukee, Wisconsin (the "Bond
Purchaser") at a price of 100% of the principal amount of the
Series C Bonds, plus accrued interest to the date of delivery.
Given the purposes of the financing and the involvemen[ of the
Municipality therewith, it is the determination of this body that
the Series C Bonds shall be hereby awarded to the Bond Putchaser
at the price aforesaid with delivery to follow in the manner, at
the time and subject to [he conditions set forth in the Bond
Purchase Agreement.
15. Executio❑ and Deliver of the Second Su lemental
Loan A reement an t e econ Su emen�a In enture• Assi nment
o the Promissor Note. The terms an provisions o the Promis-
sory Note, the Second Supplemental Loan Agreement and the Second
5upplemen[al Indenture are hereby approved. The City Manager and
Che C1eck are hereby authotized for and in the �ame of the
Municipality to execute, affix with the official seal of the
Municipality and deliver the Second Supplemental Loan Agreement,
the Second Supplemental Indenture and the assignment of the
Promissory Note in the respective forms thereof presented here-
with, 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.
�12_
16. Execution and Delivery of the Series C Bonds. The
City ManaRec and the Clerk are hereby authorized for and in the
name of the Municipality to execute the Series C Bonds {n the
menoer �iuthorized by p<irakreph 4 of thl� Resolur.ion. Subject. to
the terms and conditiona of the Bond Pur.chase AKreement, the
Municipality shall deliver the Series C flonde ca the Bond Pur-
chaser.
17. General Authorizations. The City Manager and
the Clerk and t e appropriate eputies 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 Wis. Stats. 4893.23) 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 Series C Bonds,
the Loan Agreement 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 speci-
fied herein (such as the execution oE Series C Bonds, the Second
Supplemental Loa❑ Agreeme�t, the Second Supplemental Indenture or
the assignment of the Promissory Note), such duties shell be
performed by the officer or officiel succeeding to such duties in
accordance with law and in the ordinances of the Municipality.
18. Election Under the Internal Revenue Code. The
Municipality hereby eiects to have the provisions of Section
103(b)(6)(ll} of the Internal Revenue Code of 1954, as amended,
applied to the issuance of the Series C Bonds. The City Manager,
Clerk or either of them are authorized to execut� and file, for
and in the name of the Municipality, such documents as may be
necessary or appropriate to effecuate said election.
19. 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
inconsisteot 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 Resolution.
* �r r� *
The foregoing resolution of the
City of Oshkosh, Wisconsin, was adopted,
on December 4, 1980.
-13-
*
City Council of the
approved and recorded
0
CERTIFICATIONS BY CLERK
I, Converse C. Marks, 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 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. 26 entitled:
BOND RESOLUTION AUTHORIZING
$2,500,000
CITY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS,
SERIES C
(UNIVERSAL FOUNDRY COMPANY PROJECT)
I do heceby 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
December 4, 1980. Said meeting was a regular meeting of the City
Council and was held in open session in compliance with Subchapter
IV of Chapter 19 of the Wisconsin Statutes.
2. Said resolution was on the agenda for said meeting
and public notice the�eof 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 limitaCion,
by posting on the bulletin board in the City Hali, 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 Don x.
Kutchera, Mayor, who chaired the mee�ing. Upon
roll I noted and recorded that the following Councilmen were
present:
Chapin, Floyd R. Mather, James A.
ropp, at een M, Pung, Robert E.
c ie e ein, Ken R. Teichmiller, Bernice
u c era, on H. 7
and that the following Councilmen were absent:
None ,
I noted and recorded that a quorum was present. Various matters
and business were taken up during the course of the meeting
-i-
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 Couocilman Pung , and seconded by
Councilman Chapin Fo owing iscussion and after all
c;auncilmen wTio�irei�-do so had expressed their views for
or a�ainst said resolution, the question was called and upon roil
being called and the continued presence oF a quorum beinq noted,
the recorded vote was as Eollows:
Aye: Cfiapin, Mather, P-ropp,PuZg,
c ie e ein, eic miller,
Kutchera 7)
Nay: None
Abstain: None
Whereupon the Council President 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 4th day of December,
1980.
(Municipal Seal] f�}p((,/^-L/'�'�p��,,,��-,
Clerk
STATE OF WISCONSIN )
) SS
COUNTY OF WINNEBAGO )
Subscribed and sworn to before me this day, the
date last above written.
/�y� / �ti �
l ' i �CL�ft�d-�:i � / (� � � L��� _ �[, � �
Notary Pu lic My����SSIC„ E/,ptf�g JUNc 12 1'r33
My commission expi �__a,s
[Notarial Sealj
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