HomeMy WebLinkAbout30290 / 79-21AUGUJT 2 19 i9 # C1 RF�OIZTI�IGLV
Frnc�r �;v RG::oza,�z�ori �x;�oa�c cz� oF c�tnr�r€ rn�JS�sr�, n�tiot��
R:(7[:'DT[IE P,Chti'lu �`i BE:i-i.�1[� CJF' DCRvAID W. SCIIROEUII2 Z�\TD ARI,F,�'� M. SC�3R0�'E.R
iFs�lUG�'R ^%liLS, SIIFP"Li` CO:KEi�RAT'ICY.v P12C\TEL'P) .
Final R�soluti:on t� issue mt to excea� $450,000. Industrial I�ve2onment
Revenue Eor�d�, for the pui�s2 of financing costs of, a�ng other things,
acr;turing land and �o �im�ence co:�struction of a faci�ity for the stnraqe
an2 distribution of industrial materials, catq�cr.ents and equipirn_nt.
- 21 -
COMMON COUPdCIL CF SHE CITY OF OSIItiOSII
RESOLUTION N0.
BOtdD RBSOLOTION AUTIiOP.IZIPIG
CITY OF OSHKOSH, WISCOt1SIN
INDUSTRIAL DEVELOPP9EtdT REVG27UE BO*dDS
ON BEHALP OF DOP]ALD W. SCHROEDER
APdD ARLEP7E M. SCIiROEDER
(SADGER MILL SUPPLY CORPORAiIOCd PROJECT)
WHEREAS, the City of Oshkosh, Wisconsin (hereinafter, the
"Municipality"), is a nunicipal corporation organized and existing
under the laws of the State of Wisconsin and is authorized by
the provisions of Section 66.521, i^lis. Stats., to finance all or
any part of the acquisition of land and the construction and equioping
of industrial projects and the improvement of sites therefore and
to fund all or any part thereof by the issuance of industrial develop—
ment revenue bonds; and,
FTH�REAS, Donald W. Schroeder and Arlene M. Schroeder, individuals
doing business in the 6lunicipality (hereinafter, the "IIorrower"), has
heretofore requested the Municipality to issue industrial development
revenue bonds to finance a facility for the storage and distribution
of industrial materials, components and equiprnent, including but
not limited to the acquisition of approximately 4 acres of land
and the construction and equipping of a new building of approximately
15,000 square feet (hereinafter, the "Project"); and,
WHEREAS, on June 6, 1979, this Common Council determined that
the Project is qualified and the Borrower is eligible for indus-
trial development revenue bonds financing and, p�rsuant to Section
66.521, Wis. Stats., adopted an initial resolution resolving to
issue industrial development revenue bonds to finance the Project,
subject however, to the satisfaction of certain conditions including
the approval by this Common Council of the terns of the bonds and
the revenue agreement described in said initial resolution; and, �
WHEREAS, on June 11, 1979, notice of the adoption of the
initial resolution �vas published in accordance with subsection
(10) of Section 66.521, Lvis. Stats., and no sufficient petition
was filed with the City Clerk requesting a reierendum on the
question of the issuance of said industrial developnent revenue
bonds; and,
WFtEREnS, the Borrocver, upon inducement by and in reliance on the
aforesaid initial resolution has proceeded and continues to proceed
to acquire land and commence construction of the Project; and,
WHEREAS, the Rorrower has now requested that the Municipality
provide for the issuance of industrial development revenue bonds
in the principal amount of $300,000 for the purpose of financing
the Project upon the terms set forth in this Resolution (hereinafter,
the "Bonds"); and,
WHEREAS, the Borrower has provided the hlunicipality with
proposed documentation providiny for the issuance of the Bonds, as
follows:
a. A Purchase Agreement to be entered into by anc3 between
the Municipality, the Borrower, and The OshY.osh National Bank,
Oshkosh, Wisconsin (hereinafter, the "Bank"), setting f_orth the
terms and conditions on which the Municipality will seil the IIonds
to the Bank; and,
b. A Loan Agreement to be entered into by and between the
P�lunicipality and the Borrower providing for a loan by the Municipality
to the Borrower of the proceeds from the sale of the Bonds on repay-
ment terms scheduled to provide the Municipality with revenue
sufficient to retire the Bonds in accordance with their terms; and,
c. A Promissory Note to be issued by the Borrower payable to
the order of the Municipality in the principal amount of $300,000
(hereinafter, the "Note") as evidence of the borrowing provided for
in the Loan Agreement and to be assigned by the Municipality to the
Bank; and,
d. A Mortgage on the real estate associated with the Project
(hereinafter, the "hlortgage") from the �3orrower to the Municipality,
and subsequently assigned by the Municipality to the Bank providing
security for the oerformance for the Borrower's obligations under
the Loan Agreement; and,
e. A Lease of the Project from the Borrower as lessor to the
Guarantor as lessee dated August 1 , 1979 and to be assigned to the
Bank.
f. 11 Guarantee by the Guarantor relating to the obliyations
of the Borrocver in conjunction with the financing of the Project.
WHEREAS, in accordance
Resolution and the aforesaid
interest thereon shall never
Municipality within the mean
or statutory limitation and
pecuniary i.iability
taxing powers; and,
with Section 66.521, Wis. Stats., this
instruments and documents, the �onds and
constitute an indebtedness of the
ing of any State constitutaonal provision
shall not constitute or give rzse to a
unicipality or a charge against its
-2-
WiI�REAS, it is in the public interest of the Plunicipality to
encourage and promote the development of projects such as the
Project in order to realize public benefits such as, but not limited
to, the provision and retention of gainful employment opportunities
for the citizens of the biunicipality; the stimulation of the flow
of investment capital into the Municipality with resultant beneficial
effects on the economy in the Municipality; and the preservation
and enhancement of the Municipality's tax base; and,
WHEREAS, the development of the project and the issuance of
the Bonds to finance the Project as herein provided will serve the
intended public purpose of Section 66.521, Wis. Stats., and in all
respects conform to the provisions and requirements thereof.
id04,7, THEREFORE, BE Ii RESOLVED, by the Common Council of the
City of Oshkosh, Wisconsin that:
Section 1. The findings, determinations and provisions of the
Initial Resolution adopted by this Common Council on June 6, 1979,
are hereby reaffirmed.
Section 2. The Municipality shall borrow, but only in the
manner recited herein, the sum of $300,000 for the purpose of 1)
financing the cost of providiny the Project, 2) paying the costs of
issuinq and sellin9 the Bonds, and 3) paying such other costs related
thereto as are permitted to be paid with bond proceeds pursuant to
Section 66.521, Wis. Stats. The borrowing shall be accomplished
throu9h the sale of the Bonds to the Bank. The hlunicipality shall
then lend the sum of $300,000 to the Borrower pursuant to the terms
of the Loan Agreement. The loan shall be evidenced by the Plote and
secured by the Mortgage and the Guarantee.
Section 3. The Bonds shall be designated "City of Oshkosh
Industrial Development Revenue Bond (Badger Mill Supply Corporation
Project)" shall be in $1,000 and $5,000 denominations and shall be
dated as of the lst day of August, 1979. The Bonds shall be numbered
1 to 100, inclusive, shall mature serially on August 1 of each year,
in the years, principal amounts and interest rates as follows:
Year
1980
1981
1982
1983
1984
1985
19II6
1987
1988
1989
1990
Principal �mount
$ 6,000
7,000
8,000
9,000
9,000
9,000
11,000
11,000
12,000
13,000
14,000
-3-
Interest Rate
7.5°s
7.5%
7.5 0
7.5�
7.5�
7.75g
7.75�
7.75�
7.75%
7.750
8.0%
Year Principal Iamount Interest Rate
1991
1992
1993
1994
1995
1996
1997
1998
1999
15,000
17,000
18,000
19,000
20,000
23,000
24,000
26,000
29,000
8.0�
8.Oo
8.0�
8 � � b
8.25°s
8.25°s
8.25%
8.25�
8.25%
Interest is payable commencing on February 1, 1980 and semi-
annually thereafter on August 1 and February 1 of each year.
The principal of and interest on the Bonds shall be payable
in lawful money of the United States of America at The Oshkosh
P7ational Bank, Oshkosh, Ulisconsin.
The Sonds shall be issued in the form set forth as Exhibit B,
of the Purchase Agreement with such insertions therein as shall be
necessary to comply wir_h the terms of this Resolution and with such
corrections therein, if any, as the approving bond counsel may require
for conformity with the terms of this Resolution, the Purchase '
Aqreement and Section 66.521, Wis. Stats.
Section 4. The Bonds shall be executed on behalf of the
Plunicipal- ity with the facsimile or manual signature of its City
Flanager, counter-signed with the manual signature of its City Clerk
and shall have impressed, imprinted or otherwise reproduced there-
on the official seal of the Municipality.
Section 5. The Bonds are subject to prepayment prior to maturity
as provided by their terms and in the Purchase Agreement as summarized
below:
Mandatory Prepayment -- the Bonds shall be subject to mandatory
prepayment in wl�ole on the occurrence of a"taxable event" (relating
to interest on the �onds) as defined in the Loan Agreement at One
fiundred Percent (100%) of principal amount plus accrued interest to
the prepayment date.
Optional Prepayment -- the Municipality, at the election of the
Borroo�er, nay prepay the Bonds in full or in principal amounts of
$5,000 or nultiples thereof, plus accrued interest to the date of
prepayment, on any interest payment date after February 1, 19II2.
Bonds so redeened shall be prepaid in inverse order of maturity.
Borrocaer shall be required to give the hiunicipality and Bank thirty
(30) days written notice of their intent to prepay the Bonds.
Section 6. The Bonds shall be a limited obligation of the
Piunicipality payable by it solely from revenues consisting of 1)
income and revenue derived by or for the account of the Municipality
from or for the account of the Borrower pursuant to the terms of the
Note and the Loan Ayreement (except certain taxes, expenses and
indemnity payments which may become due to the Municipality) 2) all
net proceeds realized upon the recourse to the Mortgage, Guarantee
�C
and any other collateral given to secure the Borrower's obligations
under the Loan Agreement and 3) monies held in £unds created under
the Purchase Agreement.
As security for the payment of the principal of and interest on
the Bonds, the Municipality shall pledge and assign to the BanY
all of its right, title and interest in and to the 2dote, the Loan
Agreement (except for its rights to receive and enforce payments of
certain taxes and expenses from the Borrower as set forth in the
Purchase Agreement and the Loan Agreement), the Mortgage, the Lease
the Cuarantee, and the funds held by the Bank under the Purchase
Agreement.
The Bonds and interest thereon shall never be or be considered
a general obligation of the hlunicipality or an indebtedn�ss of
the Municipality within the meaning of any State constitutional
provision or statutory limitation and shall not constitute or give
rise to a pecuniary liabi.lity of the Municipality or a charge
against its general credit or taxing powers.
Section 7. The amount necessary in each year to pay the principal
of and int'erest on the Bonds is the sum of 1) the amount of principal
and interest due in such year in accordance cvith Section 3 of this
Resolution (as reduced from time to time by reason of prepayment),
plus 2) the principal amount of the Bonds to be prepaid in such year
in accordance with a call for prepayment made in accordance with
Section 5 of this Resolution.
In expressing the �orrower's obligation to make the necessary
revenue payments it shall be sufficient herein and in the Loan
Agreement to state that the Borrower shall be obligated to pay the
Municipality (or the Bank for the account of the Municipality) an
amount sufficent to pay when due the principal of and interest on the
Bonds.
Tne Loan Agreement contains provisions adequate in the judgment
in this Common Council, requiring the Borrower to provide for the
maintenance of the Project and the carrying of all proper insurance
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 Project.
Section 8. The Borrower has negotiated a sale of the Bonds to
the IIank at a price of One Flundred Percent (1000) of the principal
amount of the Bonds, plus accrued interest to the date of delivery.
Given the purposes of the financing and the involvement of the Munici-
pality herecaith, it is the determination of this Common Council that
the Bonds shall be hereby awarded to the Ban}: at the price a£oresaid
with delivery to follow in the manner, at the time and subject
to the conditions set forth in the Purchase �greement. As evidence
thereof, the City Manager and the City Clerk are hereby authorized and
directed for and in the name of the Municipality to execute, affix
with the official seal of the Municipality and deliver the Purchase
-5-
Agreement in the form presented herewith, or �rith such insertions
therein or corrections thereto as shall be approved by the City
Manager and City Clerk consistent with this Resolution and the terms
of Section 66.521, Wis. Stats., their execution thereof to constitute
conclusive evidence of their approval of any such insertions or
corrections.
Section 9. The terms and provisions of the Note, the Loan
Ayreement, the Mortgage, the Lease and the Guarantee are hereby
approved. The City Manager and the C1erY, are hereby authorized in
the name of the Municipality to execute, affix with the official
seal of the Municipality and deliver the Loan Agreement, the assign-
ment of the tdote, the Mortgage and the Lease in the respective forms
thereof presented herewith, or with such insertions therein or
corrections thereto as shall be approved by the City Manager and the
City Clerk consistent with this Resolutionr the terms of Section
66.521, Wis. Stats., their execution thereof to constitute conclusive
evidence of their approval of any such insertions of corrections.
The City t9anager and City Clerk are further authorized for and in
the name of the Municipality to execute the Bonds in the manner
authorized by Section 4 of this Resolution. Subject to the terms and
conditions of the Purchase Agreement, the Municipality shall deliver
the Bonds to the Bank.
Section 10. The City t�]anager and the City Clerk and the appro-
priate deputies, officials and agents of the Municipality, in
accordance 4�ith their assigned responsiblities, are hereby authorized
to execute, publish, file and record such other documents, instruments,
notices (including notice pursuant to Section 893.23, Wis. Stats.)
and records and to take such other actions as shall be necessary
or desirable to accomplish the purposes of this Resolution and to
otherwise effectuate a completion of this financing.
The City Manaqer and City Clerk and the aforesaid deputies,
officials, and agents of the Municipality are further authorized to
perform the obligations of the Municipality under the Bonds, the
Loan Agreement, the Mortgage, the Lease, the Guarantee and the forms
of assignment of the Plortgage and Lease.
In the event that the City Manager or the City Clerk shall be
unable, by reason of death, disability, absence or vacancy of office,
to perform in timely fashion any of the duties specified herein,
such duties shall be performed by the officer or official succeeding
such duties in accordance with the law and the ordinances of the
Municipality.
Section 11. This Resolution shall be effective immediately
upon its passaye and approval. The extent that any prior resolution
of this body are inconsistent with the provisions hereof, this
Resolution shall control and such prior resolutions shall be deemed
amended to such extent as may be necessary to briny them in con-
formity with this Resolution.
'l.�i�
Adopted and approved this day of , 1979.
6�illiam D. Frueh, City t�Ianaqer
Converse C. Marks, City Clerk
-7-
�s
� ��
N O ri
� � CL
�i �
��
T-I �
4-� r{
y� .
o c, �
� R� h0 N
V : N R3 .O
� ro�
o w
� i
�`:� �
0 0 �
«-1 ,1 1�
J> J> (d
� � F�
r-I r� O
0 o a
�n m s�
a� a� o
(� ci U
t 1\
\a('
N
a
0
�
a
0
E�
�
O
�
a�
0
�
�� 4.�. nl� �q..
� l •
(
. ._�.. �..��.�._.��«,+�^`�'�'�� �
.
� ��H,:�S����'.-. �
�. _,�:._:..,._ .�M.,..--,...�.._„i
�___, - __...._____..
�
�\\
� ,�ti
� �x
N +�, N
ri
+� `� U
� ��
� �;` �
� �� �
¢ �� c.�