Loading...
HomeMy WebLinkAbout30978 / 80-23October 2, 19 80 # 2 3 RESOLLTtI0I3 Thext will be a Final F�solution to issue Zndustrial Developirent REVenue Bonds pursuant to Section 66.521 of the Wisconsin Statut�s to Hydrite Che�dcal Co, for the purpose of acqui.ring land and constructing and equipping a manufacturing and distributing iaciiity in the c;ity of Osiixash, at a total wst not to e�eed $2,000,000.00. - 23 - � 7� RESOLUTION AUTHORIZING CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS (EiYDRITE CHEMICAL CO. PROJECT) SERIES 1980 (THE "BONDS") Wt�REAS, in a resolution adopted November 15, 1979, as amended on March 20, 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 consum- mation of a financing agreement with Hydrite Chemical Co. (the "COmpany") pursuant to which the City would issue its industrial development revenue bonds pursuant to Section 66.521, Wisconsin Statutes, as amended (the "Act"), in an amount not to exceed $2,000,000 for the purpose of financing costs of, among other things, acquiring land in the City and constructing and equipping thereon an industrial facility (which land, facility, financed equipment and related improvements are referred to herein as the "Project") to be initially used by the Company in connection with the manufacture and distribution of chemicals and for related service, manufacturing and storage activities; and WFIEREAS, in reliance upon such resolution, the Company has commenced such acquisition, construction, and equipping, and the payment of related costs, has entered into negotiations with initial purchasers (the "Purchasers") for purchase of the bonds to be so issued and has caused to be prepared and herewith sub- mitted to this Common Council forms of the following documents: (a) Mortgage, Loan and Security 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 (annexed hereto as Exhibit "A", incorporated herein by reference and referred to herein as the "Revenue Agreement" and "Note", respective- ly); and (b) Indenture of Trust between the Issuer and The Marine Trust Company, N.A., as Trustee (annexed hereto as Exhibit "B", incorporated herein by reference, and referred to herein as the "Indenture"); and (c) Project Financing Agreement among the Issuer, the Company and the Purchasers (annexed hereto as Exhibit "C", incorporated herein by reference, and referred to as the "Agreement"); Wf�REAS , of a mortgage the pledge of Trustee under the judgment ments and in ments of the the issuance of the Bonds and security interest in the Revenue Agreement and the Indenture, as herein of this Council, will serv all respects conform to th Act; and Bond Resolution by the Issuer, the creation the Pledged Property and its revenues to the recited and provided, in e the intended accomplish- e provisions and require- Wf�REAS, the Company has made representations to the Issuer (to be supported by appropriate documentation) that the estimated cost of construction, acquisition and installation of the Project, together with related costs, is an amount which will be at least $1,500,000 and that the useful life of the Pledged Property is generally estimated to be at least 10 years; and WEIEREAS, the Company represents and agrees that it will enter into the Revenue Agreement with respect to the Project and Pledged Property as described above, issue the Note, 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 a i s representations have been expressly relied upon by the Issuer in the adoption of this Resolution; NOW, Ti�REFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF OSHKOSH, WISCONSIN THAT: l. Definitions. The terms "Series 1980 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 1980 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 includ- ing all costs in connection therewith permitted to be financed with the Bonds under the Act is at least $1,500,000; (b) the useful life of the Pledged Property is generally not less than ten (10) 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 connec- tion with the retirement of the Bonds or maintenance of the Pledged Property. -2- 3. Issue of Series 1980 Bonds. The Issuer shall issue its Bonds in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) for the purpose of financing the Project. The Bonds shall be sold to the Purchasers in accordance with the terms and conditions set forth in the Agreement. The 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 provi- sion or statutory limitation and shall not constitute nor give rise to 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 there- for 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 funds of the 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, pursuant to the Revenue Agreement and Note, shall be paid directly to the Trustee for the account of the Issuer so long as any of 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 have its corporate seal impressed or imprinted thereon. 4. Approval and Execution of Documents. Subject to such changes or revisionTtherein 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 and attached hereto, are hereby approved. The City Managert City Clerk and Com troller or any of their authorized deputie� if necessary, are au orized 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 thereto, which approval shall be conclusively proved by their execution of such documents. Said City Manager_�ity Clerk and Comptroller and their authorized 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 documents, financing statements, opinions, certificates, affidavits, and 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. tment of Trustee The Marine Trust Company, N.A., is under the Indenture. -3- stsnent Directions . icmated as Trustee There are hereby created by the Issuer and ordered estab- lished with the Trustee the followina 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 therefrom in the Indenture. The Issuer hereby authorizes and directs the Trustee (a) to withdraw sufficient funds from said Project Fund to make the aforesaid payments as the same become due and payable, and (b) to transfer 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, at the time and for application as provided in the Inden- ture. (b) The Bond Eund 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 withdraw sufficient funds from the Bond Fund to pay the Bonds, premium, if any, and interest thereon as the same become due and payable. The Bondholders shall have a first lien on the payments in connection with the Project required to be paid by the Company for the payment of princi- pal, 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. The Issuer authorizes reinvest moneys in the forth in Article 6 of Ce and directs th Project Fund the Indenture. e Trustee to invest and and the Bond Fund as set ions and Additional Securi The Bonds and the interest thereon shall be additionally secured by a mortgage and security interest covering the Pledged Property to the extent provided in the Revenue Agreement and Indenture. 7. Certain Provisions of the Revenue Acireement. The Revenue Agreement provides, inter alia, that: (a) The maintenance Pledged Property and other charge to the Pledged P and repair cost , taxes in conn s and insurance roperty will be �L s of the ection therewith, with respect 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 for deposit in the Bond Fund and for the account of the Issuer in the amounts sufficient for the payment from the Bond Fund when due of the principal of, premium, i£ any, and interest on the Bonds. 8. Covenants Bindinq Upon 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 Agreement 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, powers and privileges conferred and duties and liabilities imgosed upon the Issuer or the officers thereof by the provisions of this resolution, the Bonds, the Revenue Agreement, the Indenture or Agreement 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 individual 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. 9. Statement of Election. The City Manager and City Clerk, or any of their authorized deputies, if necessary, are hereby authorized and directed on behalf of the City to complete, execute and file with the Internal Revenue Service a statement of the election by the City to issue the Bonds in an aggregate principal amount exceeding $1,000,000 but not exceeding $10,000,000 -5- as provided in Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended. Adopted City Clerk Approved City Manager -6- � , 1980 m N � � �� (tl U ,1 ,i z, E +� a� N ,C � U � � N H .F> �ri i-1 ia `�J �1 � �,'; x � ri ii C� ' � O ��. � 4a � �� C C O O Cq +-I N N � � � � O U3 u� y • a� a� o 4G fZ U I _. � N N � a �' O � �d .. Q b O � H �� � t� fi � U O +i � 0 � O � ; � 01 \� P'� -�i N .--�'' _ Fa N �\ U A O � N U rl O U