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HomeMy WebLinkAbout30550 / 80-09Janu�y 17, 1980 # 9 RESOLLIPION Zhere will be a Final I�solution to issue Indt:strial F�venue Bonds p��suari'� to Sectian 66.521 of +he '�i_sc�nsin Statutes to Sexvi� I�thc-Prir,t. Tn-. in an acrount not to ex�ed $200,000.00. RESOLUPION AUPHORIZII3G CITY OF pSrL'CC6H, WSNt�BACYJ �UD7PY, FTZSC�NSIN INDU5TRLAL DEVELOPME�'^lP AE,'V�TUE BCNC6 (SERVIC� ISTHO-PRID7I', INC. PE2Ll7ECi') SERSFS 1980 ('Ii� "BONLIS") _;...-,...m--� }.Z• _ ,,...;.c..,,., � _.___.�..__....,_ . .____ ___.. .. _ . �. �..��,.. �E,�,� � ____ _.,�.�_ - 9 - C� RESOLUTION AUTHORIZING CITY OF OSHICOSH, WINNEBAGO C�UNTy, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS (SERVICE LITHO-PRINT, INC. PROJECT) SERIES 1980 (7'HE "BONDS") DRAFT 1/3/80 WHEREAS, in a resolution adopted November 1, 1979 by the Common Cotncil of the City of Oshkosh, Winnebago County, Wiscon- sin (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 agree- ment with Service Litho-Print, Inc. (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 $200,000 for the purpose of financing costs of, among other things, purchasing and installing equipment for the plant presently operated by the Company in the City (which financed equipmenC and related improvements are herein called the "Project") for use in the Company's commercial printing business and related service activities; and Wf�REAS, in reliance upon such resolution, the Company has commenced the Project, has enter�d into negotiations with an initial purchaser (the "Purchaser") 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) Loan and Security Agreement between the Issuer and the Company pursuant to which the Iss?zer agrees to loan the proceeds of the Bonds to the Company to finance the Project and related costs, together with the Company 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", respeC- tively); and (b) Indenture between the Issuer and Valley Bank of Oshkosh, Oshkosh, Wisconsin, as Assignee (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 Purchaser (annexed hereto as Exhibit "C", incorporated herein by reference, and referred to as the "Agreement"); and Wf�REAS, the issuance of the Bonds by the Issuer, the crea- tion of a security interest in the Project and the pledge of the Revenue Agreement and its revenues to the Assignee 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 Wf�REAS, the Company has made representations to the Issuer (to be supported by appropriate documentation) that the estimated cost of the purchase and installation of the Project, together with related costs, is an amount which will be at least $140,000 and that the useful life of the Project is estimated to be at least 10 years; and Wf�REAS, the Company represents and agrees that it will en- ter into the Revenue Agreement with respect to the Project as described above, issue the Note, pay all expenses with respect thereto, and comply with all Che terms and provisions o£ the Note and Revenue Agreement so that full debt service will be provided in order to meet payments of principal of, premium, i£ any, and interest on the Bonds and the Company aqrees that its representa- tions have been expressly relied upon by the Issuer in the adoption of this Resolution; NOW, THEREEORE, BE IT RESQLVED BY Tf� COMMON COtTNCIL OF Tf� CITY OF OSHKOSH, WISCONSIN, THP,T: 1. Definitions. The terms "Assignee", "Series 1980 Bonds", "Bondholder'",—"Proj ct" and "Project Fund", 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. De�ermination. This Council he=eby finds and determines that: (a) the estimated cost o£ the Project including all costs in connection therewith permitted to be financed with the Bonds under the Act is at least $140,000; (b) the useful life of the Project is not less than �en (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 connection with the retirement of the Bonds or maintenance of the Project. 3. Issue of Series 1980 Bonds. The Issuer shall issue its Bonds in the amount of One Hundred Forty Thousand Dollars ($140,000J for the purpose of financing the Project and other authorized costs. The Bonds shall be sold to the Purchaser in accordance with the terms and conditions set forth in the Agreement. The Bonds shall be issued pursuant to the Act, shall be designated, -2- 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 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 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 funds of the Issuer other than the payments and other revenues to be received by the Issuer unc�er 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 Assignee who shall apply them to payments due on the Bonds. 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. 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 and attached hereto, are hereby approved. The City Manager, City Comptroller and the 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 thereto, which approval shall be conclusively proved by their execution of such documents. said City Manager, City Comptroller and City Clerk and their authorized deputies and other officials of the Issuer are hereby authorized to prepare or to have prepared and to execute, £ile 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 Agree- ment) as may be required by this resolution or deemed necessary by said officials or by Bond Counsel. 5. Funds; Investment Directions. There is hereby created by the Issuer and ordered estab- lished with the Assignee, subject to the provisions of the Inden- ture, the following fund: The Project Fund as described in Section IV-1 of the Indenture to be used solely to pay costs of the Project -3- and such other costs as are provided to be paid there- from in the Indenture. The Issuer hereby authorizes and directs the Assignee (i) to withdraw sufficient £unds from said Project Fund to make the aforesaid payments as the same become due and payable, and (ii) to transfer from the Project 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. The Issuer authorizes and directs the Assignee to invest and reinvest moneys in the Project Fund and other funds created pursuant to the Revenue Agreement as set forth in Article VI of the Indenture. 6. Certain Indenture Provisions and Additional Securitv. The Bonds and the interest thereon shall be additionally secured by a security interest covering the Project as provided in the Revenue Agreement and Indenture. nue 7. � the The Reve- (a) The maintenance and repair costs of the Project, taxes in connection therewith, and other charges and insur- ance with respect to the Project 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 Assignee) in the amounts sufficient for payment when due of the pri.n- cipal of, premium, if any, and interest on the Bonds. 8. Covenants Bindinq U on 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, obliga�ions 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 ar.ri duties and liabilities imposed upon the Issuer or the officers thereof by the provisi:ons 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 deemeed 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 indi- 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 1979 City Clerk Approved 1979 City Manager -5- 0 1 � � 4 , ,_, i_\ U � �� � • ri UJ U Cza 'O S'. � H N O O � � a�� +� m a�i a o J>lZ,� � o �� H ,i � � J� U � rl V] ri O e�> .� � � �, � a� � a� o fZ H U� � ti � � � a � N •N � � � U O c0 � � �--I ti � � � � U � R � ro � �'J U