HomeMy WebLinkAbout30880 / 80-35e
A D D L•' N D U M
August 7e 1°a0 # ��
FlF'.SOLOTiON
The� will be a Fi.nal Resolutson to iss� Ir.dust;rial I2evenue 9onds
pursu�it ;.o S?ction 66.521 of the 6�7iscc;zsir*, ;;�tute__,5 tc Uni��xsal F:�imdr_y
Co�nY. in an arroLmt not to exceed $2,,^��?.t!::t? ��+,
S?;E:�.;I:':F'D BY
APFROV��.D �✓�%C�/��
- �7 °-
cz�r� cou:vczL
OF THF.
CI1Y OF OSHKOSH
RESOLL'TION N0.
BOidD P.ESOLUTION AUTHORI7,ING
$2,000,000
CITY OF OSHKOSH, WISCONSIN
IND`JSTRIAL DEVL•'LOP�IENT REVENUE BONDS,
S�RIES B
(UNIVERSAL FOUNURY COMPANY PROJECT)
WHEKEAS, t}ie City of Oshkosh, Wisconsin (the
"�lunicipality"), is a municipal corporation organized and
existing under and nur;uant to the laws of the State of
Wisconsin and is zutnorized by Section 65.521 Wisconsin
Star�.:tes, as amende� {her.einafter sometimes referred to
as the "Act"), to:
(a) issue industrial devetopment revenue
bonds to �iaan:e a11 or any part of lhe
costs of the cor.struction, equipping,,
reequioping, acquisition, purchase,
installation, reconstruction, rebuilding
rehabilitation, improving, supplementing,
maietainino, repairing, enlarging, extendino
or renodeling of a project which qualifies
under the Aci_ and the improve�nent of the
site thereior; and
Cbj E:]C"LL '."iii.J n LEJc^Uv d�:cE.^.l?:lt Wlt.il 3I1
eli�ible participant pursuant to cahich
the elihible participant agrees to cause
said project to be constructed and to pay
the i9unicipality an amount oP funds sufPicient
to provide for the prompt payment whe❑ due
ot the principal of and interest on said
industrial development revenue bonds; and
[,1HEREAS, tJniversal Foundry Company, a 4lisconsin
corporation (the "Borro�aer"), has heretofore requested the
htunicipality to issu� industrial development revenue bot:ds
to finance a pr.oject on behalf of the [3orrosaer as an eligible
participa�t under the Act; and
WHEREAS, this body has hare.toEore found and determined
that said project consisting oP buitdings and equipment for the
purpose of adding and improving ceetain industrial facilities for
the production of ferrous nnd nonfecrous castings (hereinafCer
called the "PrujecC") is a qualified "project" within the meaning
oi the Act and that Che Botro��er is an "eligible participant"
within the meaning oi the Act; and
WHEREAS, on October 18, 1979, this body adopted an
initial resol�tion purs�ant 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 i�cluding the approval by this body of the
terms of the bonds and the revenue aoree�ent described in said
initial resolution; and
SdHE�tEAS, on Octouer 24, 1979, notice of the adoption
of the initial resolution was published in accordance with
Section (10) of the Act, and no sufficient peti�ion has been
filed with the CLerk requesting a referen�um on the question of
the issuance of sai3 indusCrial development cevenue honds;
and
bdHEP.EAS, on Marcn 13, 1980, the Municipality issued
$1,000,000 principal ,lmount of industrial_ development revenue
bonds (the "Series A 13onds") pursuant to an Indenture of Trust
(the "Orioinal Indenture"), a Loan Agreement (the "Original Loan
Agreement"), a Mor.tgane (the "Piortgage") and a Bond Purchase
Agreement (the "Bond Pur_chase Agr_eement") each dated as of March
1, 1980; and
IdHEREAS, the Bond Purchase Agreement provided for the
issuance of up to $5,500,000 principal anount of bonds in ad-
dition to the Series A Bonds for the purpose of completing, the
Project; and
t+IHEREAS, the f3orrower nas now requested that the
Municipality provide for the issuance of $2,000,000 principal
amount of industriai developm�_nt reve�.ue bonds upon the terms set
forth in this Resolution (as herein described, the "Series B
Bonds"); and
tdHEREAS, in connection therewith the Borrower has
presented the i4unicipality with proposed documentatio❑ for the
Series B Bonds, as foliows:
(a) a First Suppiemental Indenture of Trust, to be
dated as of August 1, 1980 (the "First Supple-
mental Indenture" and together �vith �he Original
Indenture hereinafter called tne "Indenture"), to
be entered into between the �lunicipality and the
S�
corporate trustee nereinafter designated (Che
"Trustee"), nroviding ;oc the creation of tne
Series S Bonds, the tenns thereof and the security
therefor; and
(b) a First SuppLemental Loar. A;ceemept, to be dated
as of AuUust 1, 1980 (the First SupplemenCal Loan
Agreem�nt", and together with the Original Loan
Agreement her�inafter called the "Loan Agree-
ment"), to be entered into between the Munici-
paliey and the Borro�aet ptoviding for a loan of
tne Series B Bond proceeds to the Borrower on
repayment terms scheduled to provide the Munici-
pality �aith revenues sufficient to retire the
Series B Bonds in accordance cvith their terms;
and
(c) a Promissory Note, to be dated August 1, 1980 (the
"Promissory Note"), to be issued by the Borro:a=r
payable to the order of the Municipality in the
principal anount oE $2,000,000 as evidence of the
borrowin� provided for in the First Supplemental
Loan Agreement and to be assioned by the i9unici-
pality to the Tzus�ee.
WHEREAS, in accordance with the Act, this Resolvtion
and the aforesaid instruments and docurnents, the Series 3 Bonds
and interest thereon shall n�ver constitute an indebtedn�ss oF
the Municipality within the meanino of any State constitutional
provision or statutory limitation and sha11 not constitute or
give rise to a pecuniary liaUiLity of the ilunicipality or a
charge against its general credit or taxing power.s; and
WHGKEAS, it is in the public interest of the [4unici-
pality to encourage and promote the development o£ projects such
as the Pioject in order to realize public benefits suc'n as, but
not limited to, the provisio❑ and retention of gainful enployment
opportunities for Che citizens of the �unicipality; the stimula-
tion of the flow of investmen:. capital into the h9unicipality
with resultant beneficial effects on the economy in the �tuni-
cipality; and the preservation and enhancement of the Munici-
pality's tax base; and
WHEREAS, the developnent of the Project and the
issuance of Bonds to finance the Project as herein recited
wi11, in the jud�,ment of this body, serve the intended accom-
plishments of public purpose and in ai1 respects conforr� to
the provisions and requirements of the Act;
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NOSd, THGKEFOR�i, �;E IT RESOLVED:
1. Findings and Deterininatic>ns. It has been found
and determined and is hereUy declared:
(a) that tne Project is a qualified "project"
under and for the purpos�s 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-
mznts of a"tevenue agreement" under and
for purposes of the Act;
(d) that the estimated ag;regate cost of providing
the Project and paying the costs incident to
the financiag is not less thrin $2,000,000; and
(e) that the payments required to be made by
the Borrocver under the Loan Agreement are
sufficient in amount to pay cahen due the
principal of, premium, i£ any, and interest
on the Series B Bonds.
2. Authorization to Borcow and to Lend. The i9u�ici-
pality shall borrow, but only in the manner herein recited, the
suc� of $2,000,000 for the purpose of (i) financing the costs
of providing the Project, (ii) payino the costs of issuing
and selling the Series B Bonds, and (iii) paying such other
costs related thereto as are permitted to be paid iaith bond
proceeds under the Act. Said borrocaing shall be acconplished
through the sale of the Series B Bonds issued pursuant to the
Act. The clunicipality sha11 lend the su� of $2,000,000 to the
Borrower pursuant to the terms of the Loan Agreem2nt, which
borrowing sha11 be evidenced by the Promissory Noee and secured
by the [9ortgage.
3. Desi nation, Denomination, Tenor and Maturity of
Series B Bonds Created or Issuance. The Series B Bonds
shall be issued in the princi�al amount of $2,000,000 and shall
be designated:
CITY OF OSIiKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUf BO`IDS, SERIF.S B
(UTIIVERSAL FOUNDRY COMPANY PROJECT)
The Seiies B Bonds shall mature in accordance with
the scheduLe provided i❑ the table below:
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Principal Pri�cipal Intetest
turity Uate Amount Rate
March 1, 1982
June 1, 1982
SeptenUer 1, 1982
December 1, 1982
March 1, 1983
June 1, 1983
S�ptenber 1, 1983
Dece�.lber l, 1983
March 1, 1984
June 1, 1484
September 1, 1984
December 1, 1984
Marcii 1, 1985
June l, 19II5
Septenber l, 1985
December l, 1985
March 1, 1986
June 1, 1986
Septenber 1, 198b
December 1, 1986
flarch l, 1987
June 1, 1987
September l, 1987
Decei�ber 1, 1987
March 1, 1983
June 1, 19ii8
September 1, 1988
December 1, 1988
�larch 1, 1989
June 1, 19F39
5eptember 1, 1939
December 1, 1989
March 1, 1990
June 1, 1990
55,000
55,000
55,OG0
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
55,000
60,000
60,000
60,000
60,000
60,000
60,000
60,000
60,000
60,000
60,000
75,000
75,000
75,000
75,000
8.75
8.75
8.75
8.75
II.75
8.75
8.75
8.75
8.75
8.75
8.85
9.00
9.00
9.00
9.00
9.00
9.00
9.00
9.25
9.25
9.25
9.25
9.25
9.25
9.25
9.50
9.50
9.50
9.50
9.50
9.50
9.50
9.50
9.50
Interest shall be payaUle quacterly on the first day of each
i�larch, June, September and December conmencino December 1, 1980.
The Series B Bonds of each particular maturity shall bear interest
from its date at the rate per ann�m specified for that maturity
in the Maturity Tab1e above; provided, however, that i£ a Tax
Violation sha11 be deemed to have occurred in respect of the
Series B Bonds (as determined in accordance with Section 5.2 of
the Original Loan Agr�ement), the interest rate per annum on the
Series B Bonds cvith respect to each quarterly interest payment
period shall be and become one-half (1/2) percentage point
greater than 115% of the "prime rate" in effect on the first day
of such quarterly period (the "prime rate" being the conv�;�tional
-5-
interest rate charged by First Wisconsin iv'ational Bank of Mil-
waukee f.or 90 day loans to its most credit�vorthy do�estic com-
mercial and indu<;trial customers). Any such change in the method
of computing i::cerest on the Series B Bonds shall be effective
retroactive to the date as of which the Series B�onds lost their
Federal tax exempt staL-us; provide�, however that any amount of
additional interest due in respect oE prior periods by reason of
the retroactive application of tne chang� in interest rate sha11
be payable in on the second interest payment date followin�
the determinaCion that a Tax Violation had occucred or, at the
option of the �orrower, in lunp sum on any earlier date.
The Series B Bonds shall be issuable as fu11y regis-
tered bonds without coupo�s in de�ominations of $5,000 or any
integral multiple thereof. Fully regisTered Series B Bonds and
the interest thereon and coupon Series B Bonds registered as to
principal (other than to beater) shall be transferable by and
shall be payable to the re�istered owners thereof in the manner
and with the ef�ect provided in the Indenture. The principal of,
premium, if any, and interest on the Series B Bonds shall be
payable in lawful money of the United States of An�rica at the
ptincipal corporate trust office of the Tiustee, as paying agent,
or the office of any successor or additional paying agent desib-
nated by the i•9unicipaliCy and approved by the Borrower.
The Series B Bonds sha11 be dated August 1, 1980,
except in the case of fully cegistered SeLies B Bonds issued
and authenY.icated after the first inteiest payment date which
shall be dated in accordance with tt�e provisions therefor
p:ovided in the Indenture. Pully registered Series B Bonds
taithout coupons sha11 be leCtered witn the pcefir. "BP." and
consecutively from 1 upwards in the order of theit issuance.
The Series B Bonds shall be issued in the respective
forms therefor as set forth in the Original Indenture, with such
insertions therein <is sha11 be necessary to comply with the terms
of this Resolution and with such coctections Lhecein, if any, as
the approving bond attorney may require for conformity with the
terms of this Resolution, the Indenture a�d the Act.
4. Execution and Authentication of Series A Bonds.
The Series B Bonds sha11 be executed on behalE of the i9unici-
pality with the facsimile or manual signature of its City P1ana-
ger, countersigned with the manual sionature of its Cletk and
sha11 have impressed, imprinted or otherwise reproduced thereon
the official seal of the Municipality or a facsimile thereof.
No Series B Bond sha11 be issued unless firsC authenticated by
the TrusLee, to be evidenced by tt�e manual signature of an
authotized officer of the Trustee on each Series B Bond.
�
5. Designation oL Trustee. The Municipality hereby
designates and appoints FirsL Wisconsin Trust Company, t4ilwaukee,
[disconsin, to pecfotm tne functions of the Ttustee, bond registrar
and paying agent uader tne First Supplernental Indenture.
6. Additional Bo�ds. Bonds in a3dition to the Series
A and Series S Bonds m��y be issued from time to time unde: the
Indenture subject to tne terms and condilions 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 and B Bonds. The Series A and B Bonds and any such
additional Bonds are hereinafter collectively referred to as the
"Bonds".
7. Series B Bonds as Limited Obli�ations. The Series
B Bonds and interest thereoa sha11 never be or be considered a
general obligation of the Municipality or an indebtedness of the
MunicipaLity within the neaning of any State constitutional
provision or statutory limiCation and shall not constitute or
give rise to a pecuni3ry liability of the t4unicipality or a
charge againsC its gt,neral credit or taxing po4rers.
8. Souice of Paycent; Pledge of Revenues. The
Series B Bonds snall be limited oUli�ations of the MunicipaliCy
payable by it solely from revenues consisting of (i) income
and revenue derived by or [or the account of tne Municipality
from or for the account of the E3orrower pursuant to the terms of
the Promissory Note and the Loan Agreement (except certain taxes,
expenses and indemnity payments which may become due to t�e
i�lUnicipality), (ii) all net proceeds realized upon recourse to
the Plortgage and any other collateral oiven to secure the Bor.-
rower's obli�ations under the Loan Agreement, and (iii) cash and
securities held in trust funds created under the Indentuie and
the investmenC earnings thereon.
As security for the payment of the principal of,
premium, if any, and interest on the Bonds, the f9unicipaliCy
shall pledge and assign to the Trustee all of its right, title
and interest in and to the Pror�issory idote, the Loan Agreement
(except for iCS rights to teceive and enforce payment of certain
taxes, expenses and indemnity payments from Che Borrower as set
forth in th: Indenture and tne Loan Agreement), the Mortgag� and
the trust funds held by the Trustee under the Indenture.
9. Redem tion of Series B Bonds Prior to Matutit .
The Series B Bon�is sha 1 be su ject to re emption prior to
maturity as provided in the Indenture and summarized below:
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(a) Extraordinary Event Redemption. Upon or
within one year followina the occurrence of
any of the extraordinary events speciEied i.n
the Indenture, the Borrower sha11 have t�<�
option of having tt�e Series B Bonds redeer�ed
in sahole (but not in part) at 100/ oF the
principal amount thereof, plus accrued
interest to the redemption date.
(b) Optional Redem�tion in Event of Tax Violation.
The Series B�onds ahail be subject to redemp-
tion at the option of the Borrower in whole upon
the occurrence of a"Tax Violation" (relating
to interest oz� the Series B Bonds) as defined
in the Indenture at 100% of principal amount,
plus accrtsed interes� to the -redemption date,
plus a premium equal to the amount, if any, by
which (A) the actual total dollar amount of
interest borne by such Bond during the period
betcaeen the date as of which such Bond lost its
Federal tax exempt status and the redenption
date is exceeded by (B) the Cotal dollar amount
of interest which would l�ave been borne by such
Bond durin�; such period if the interest rate
per annum thereon during each quarterly interest
payment pexiod �oou1.3 have been one-:�alf (1/2)
percentage po:nt grer�ter than 115% of tne "prir�e
rate" (the conventional interest rate charged
Uy First Wisconsin National Bank of Milwaukee for
90 day loans to its most creditworthy domestic
coeunercial and industtial customers) in effect
at such bank on the first day of suc'n quarCerly
payment period.
(c) Optional Redem tion. Fxcept as provided in
paragraphs a and (b) above, the Series B Bonds
shall be nonca11ab1e for redemption prior to
March 1, 1985. The Seri�s B Bonds maturing on
or after [•1arch 1, 1°85 ;exclusive of those Series
S Bonds called for redempCion pursuant to para-
graphs (a) and (b) above), shall be subjecC 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 �aithin a maturity
by lot oc� any interest payment date, at 100°!� of
principal amount, plus accrued interest to
the redemption date, plus a prec�ium (expressed
as a percentage of the principal amount of the
Series B Bonds so redeemed) determined in
accordance with the table below:
'�
Redem�tion Dates
From ^ To and Includin;
March
hlarch
March
March
March
Piarch
1,
1,
1,
1,
1,
1,
1935
1936
1987
1988
1989
1990
February 28, 1986
February 28, 1987
February 29, 1988
February 28, 1989
February 28, 1990
and thereafter
Redemption
Pre�ium
5.0 �
4.0
3.0
2.0
1.0
None
Notice of any redeu�ption of Series B Bonds prior to stated
maturity sha11 be given in the manner provided in the Original
Indenture. The principal of, premium, if any, and interest on
Series B Bonds called for redemption as a£oresaid sha11 be
payable solely from moneys held by the Trustee under the In-
dentur.e and avaiLable ther�for, inclu:iin� moneys derived from
the Borrower for such purpose pursuant to the Loan Agreenent.
10. The following described Trust Funds shall be
created under the Indenture to be neld in the custody of the
Trustee and applied for the uses and purposes provided in the
Indenture (suu�marized below):
(a) Issuance Expense Fund. The estimated
amount oE the Series B Bond issuance costs
wi11 be deposited into the Issuance Expense
Fund from the proceeds of the sale of the
Series B Bonds and wi11 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 renaining balance in the Issuance Ex-
pense Fund shall be transferred to the
Construction Fund. Investment earni�gs 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 Series B Bonds (exclusive of
accrued interest and the amount deposited
into the Issuance Expense Fund) wi11 be
deposited into the Construction Fund.
Moneys in the Construction Fund will be
appli�d to the payment of Project costs
upon requisition of the Borrower as pro-
vided in the Loan Agreement. AfteL
certification by the Borrower t'nat 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 accruer] interest received
upon the sale of the Series B Bonds and all
payments from or for the acco�nt of the
Borrower on the Pcomissory Note (except
prepayments of principal and premium, if
any, required to be deposited into the
Optional Rede�ption Fund) shall be deposited
into the �ond Fund. Moneys in the Bond Fund
shall be used for the pay�ent of the prin-
cipal of and intetest on the Bonds whe❑
due.
(d) 0 tional Redem tion Fund. Prepayments by
the Borrower o: principal on the Pro�issory
idore together with the premiu�, if any,
shall be deposited into the Optional Re-
demQtion Fund. In addition, under cectain
circumstances moneys may be transferred
to the Optiunal Redemption Fund from other
Trust Funds. h7oneys in the Optional Re-
de.�ptio❑ Fund may be (i) transferred to the
Bond Fun3 cahen aad as requited Co pay the
principal oE any Sonds called for redemption
in accordanc.e with the Indenture; (ii) used
to pay any premiuns payable on Bonds called
for redemption, (iii) transferred to the Bond
Eund to ma�:e the final payment of principal on
the Bonds, or (iv) to the extent not needed
ior the purnoses described ia clauses (i) and
(ii) used at the directio❑ of the Borrower to
purchase Bonds for cancellation.
(e} Surplus Fund. Surplus moneys in the Con-
struction Fund soall be transferred to the
Surplus Fund. At the direction of the Bor-
rower, moneys in the Surplus Fund may be
(i) tiansferied to the Optional Redemption
Fund, (ii) used to purcnase Bonds for can-
cellation, ot (iii} used to pay or reimbutse
the Borrower for costs of depreciable
property necessary to compleCe Che Project
or an additional project.
11. Other Trust Funds. Thete is hereby created
by the Municipality a❑ or ered established, if necessary,
with the Trustee funds in which there sha11 be deposited such
net proceeds of cettain sales, insurance and condemnation a:aaids
as may be provided in the Loan Agreement and the Indenture.
The Trustee is authorized to caithdraw funds fr�m said trust
funds for application as provided in the Loan Agreement and the
Indenture.
-10-
12. Investment of Trust Funds. Any moneys held
as a part of the trust funds held by the Trustee under the
I�de�ture may be invested and reinvested by the Trustee upon
request by the Borrower in (i) direCt, fu11 faith and cre3it
obligations of the Ilnited States of America ("Governm�nt Obli-
gations"), (ii) securities which are unconditionally guaranteed
as to both principal and interest by the United 5tates of Am2ri-
ca, (iii) obli�ations of any of tPie following: Ban'KS for Co-
operatives, Federal Financing Bank, Federal Land Banks, Federal
Home Loan Banks, Federal Intermediate Credit Banks, Federal
5ational Mortgage Association, Export Import Bani< of the United
States or Government National Mortgage Association, (iv) bank
repurchase agreements fu11y 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 profits in
excess of $5,000,000, but in no event sha11 the amount invested
at any one time, in interest-bearing accounts, time deposits and
certificates of deposit issued by any one bank, trust con�any or
national bankin� association equal or exceed 20% of the capital,
s.irplus and undivide<1 profits of such ban!{, trust company oc
national banking association.
13. Determinrition of Kevenue Payment. The amount
necessary in each year to pay tlie principal of, premium, if
any, and interest on the Series ?3 Bonds is the sum of (i)
the amou�t of principal i�ecoming due in such year in accordance
with the table in paragraph 3 of this Resolution (as reduced
fron tine to time by reas�,n of prior redemptions and open
market purchases of Series B Bonds in accordance with the
Indenture); plus (ii) the principal amount of Series B Bonds
to be redeened in such year in accordance with a call for redemp-
tion made in accordance with paragraph 9 of this Resolution and
tne Indenture, plus the premium, if any, payaUle with respect
tnereto; plus (iii) the amount oF interest on tne Series 8 Bonds
beco�ing 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 obli;ation to mai:e the
necessary revenue payments, it sha11 suffice herein and in
the Loan Agree�aent to state that the �3orrower shall be obligated
to pay the �]unicipality (or the Trustee for tne account of the
"funicipality) amounts sufficient to pay when due the principal
of, prenium, if any, and interest on the Bonds.
The Loan A�reement contains provisions, adequate in
the judgment of this body, requiring the Borrower to provide
for the maintenance of the Project and the carrying of a11
proper insurance with respect thereto. Consequently, the
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Borrower ❑eed not be requited to pay amounts into any reserve
funds for the retirenei�t of tne Series A Bonds or ior the
maiatenance of the Project.
14. Award of Series B Bonds. The Borrower has nego-
tiated for the sale of the Series B�onds to First �isconsin
idational Bank of Milwaukee, hiilwaukee, Ldisconsin (the "Bond
Purchaser") at a price of 100'/ of the princ:Epal amount of the
Series B Bonds, plus accrued interest to the date of delivery.
Given the purposes of the financing and the involvem�nt of the
Municipality therewith, it is the determination of this body that
the Series B Bonds shall be hereby ataarded to the Bond Purcnas2r
at the price aforesaid coith delivery to follow in the manner, at
the time and subject to tne conditi�ns set forth in the Bond
Purchase Agree�ent.
15. Execution and Delivery of tne First Supplemental
Loan A�reement and the First SuppLemental Indenture; AssiQnment
of the Promissory Note. The terms and provisions of the Pronis-
sory Note, the First Supplemental Loan Agreement and the First
Supplernental Indenture are hereby approved. The City i]aoager and
the Clerk are hereby authorized for and in the name of the
Municipality to execute, affix �vith Che official seal of the
yunicipality and deliver the First Supplenental Loan Agreement,
the First Supplemental Indenture and the assignment of the
Promissory Pdote in the respective forms thereof pre�ented here-
with, or with such insertions therein or corrections thereto as
shall be approved by the City hianager and Clerk consistent with
this Resolution and the terms of the Act, their exzcution thereof
to constitute conclusive evidence of their approvzl of any such
insertions and corrections.
16. Execution and Delivery of the Series B Bonds. The
City Manager and ti�e Clerk are hereby authoriz.ed for and in the
name of the Municipality to execute the Series B Bonds in the
manner authorized by pacagraph 4 of this Resolution. Subject to
the terms and conditions of the Bond Purchase Agreement, the
Municipality shall deliver the Series B Bonds to the Bond Pur-
chaser.
17. General Authorizations. The City :fanager and
the CLerk and the appropriate deputies and officials of the
Municipality in accordance with their assigned responsibiliti^s
are hereby eac� authorized to execute, publish, file and record
such other documents, instruments, notices (including notice
pursuant to Wis. Stats. �893.23) and records and to take such
other actions as sl�aL�be necessary or desirable to accomplish
the purposes of this Resolution and to comply with and periorm
the obligations of the Municipality under the Series B Bonds,
the Loan Agreement and the Inde�ture.
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In the event tnat the City rlanaget oc the C1erk sha11
oe uaable by reason of deatn, disability, absence or vacancy
of oifice to perform in tiL�ely fashion any of the duties speci-
fied hereia (sucn as Che execution of Series B Bonc]s, the First
Supplemental Loan Agreement, tne First Supplenental I�denture or
the assignment of the Promissor� Note), such duties shall be
performed by the officer or official succeeding to such duties in
accotdance wit6 law and in tne ordinances of tne i9Unicipality.
18. Election Under tne Internal Revenue Code. The
Municipality hereby elects to have the ptovisions of Section
103(b)(b)(D) of the Internal Revenue Code of 1954, as amended,
applied to the issuance of the Se�ies B Ronds. The City �tanaber,
C1er'� or either of them a.ce authoriz�d to exer_ute and file, for
and in the name of the Municipality, such documents as may be
necessary or appropriate tu effecuate said election.
19. Effective D�te; Conformity. This Resolution
sha11 be effective immeliately upon its passage and approval.
To the extent that any prior resolutions oF this body are
incansistent with the provisions hereof, this Resolution shall
control and such prior resol��tions siiall be deened amended
to such extent as may be necessary to bring them in confotmi�y
with tnis Resolution.
J�'. �' .� >C
The foregoing resolution of the
City of Oshkosh, tlisconsin, was adopted,
on Au��st 7, 1980.
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i:
City Council of the
approved and recorded
CERTIFICATIONS BY CLERK
I, Converse C. Marks, being first duly swocn, do hereby
depose and certify that I an the duly (appointed) (elected),
qualified and acting C1er'� of tiie City of Oshkosh, in ttie County
of tdinnebago, State of Wisconsin, acid as such I have in my
possession, or have access to, the compLete cocporate records oE
said City and of iCs City Council; that I have carefully compared
the transcript hereto attacned wi�h the aforesaid corporate
records; that said transcript hereto attached is a tcue, correct
and complete copy of a11 the corporate records in relation to
the adoption of Resolution No. _� entitled:
BOND P.ESOLUTION AU'THORIZING
$2,Q00,000
CITY OF OSHKOSH, WISCONSIN
INUUSTRIAL DEVELOPMENT REVENUE BOC�DS,
SERIES B
(UNIVERSAL FOOi3DRY COMPANY PR03ECT)
I do hereby further depose and certify as follows:
1. Said resolution caas considered for adoption by the
City Councii at a meeting held in the City Hall at P.M. on
August 7, 1980. Saic3 meeting was a regular meeting of the City
Council and was held in open session in compliance ��ith Sub-
chapter IV of Chapter 19 of tne idisconsin Statutes.
2. Said resoluYion was on the agenda for said meeting
and public notice Chereo£ was givea not less than 24 hours pr.ior
to the commencer�enC of said meeting in compliance with Section
19.84 of the Wisconsin Statutes, including, toithout limitation,
by posting on the bulletin board in the City Hall, by notice to
tnose news media who have filed a written reqUest for notice of
cneetings and by notice to the official newspaper of the City.
3.
Schiefelbein,
toll I noted
present:
Said meeting was called to order by Kenneth
Council President, who chaired the meeting. Upo❑
and tecorded that: tbe following Councilmen wzre
and that the following Councilmen �oere absent:
I noted and recorded that a quorum was present. Various m�atters
and business were Caken up during the course of the meeting
-i-
without intervention of any closed session. One of the maCters
taken up was said tesoluCion cahich was introduce� and its adap-
tion was moved by CounciLman _�___, and second�d Uy
Councilman Follocaing disc•fssion and after all
Councilmen who desired to do so had expressed their views For
or against said resolirtion, the question was called and upun ra11
being called and the conCinued presence of a quorum being noted,
the recorded vote was as follows:
Aye:
Nay:
Abstain:
Whereupon the Council President declared said resolution adopted,
and I so recorded it.
IN [dITNESS 1JE11i1LE0F, I have signed my name and affixed
the seal of the City tiereto on this _ day of August, 1980.
[Municipal Seal] ________._ __
Clerk
ST9TE OF tJISCONSZN )
) SS
COUNTY OF WINNEBAGO )
Subscribed and sworn to befoce me this day, the
date last above written.
Notary Public T� � �
h1y commission expires: _^
[Notarial Seal]
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