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HomeMy WebLinkAbout29905 / 78-22��nber 21, 1978 #?2 RFSO�JTION i4i�re wi11 b� a Fin�il Fc-y�lu�on to issue $380,00�.00 City of Osnkosh, Wisrnrsi<i irit�ttri.al l�:velopment R�v�ue B�nds, Seri�s A(Lis'czl� Irroest*�nts Pro i:�.�t) . SUD?�!ITTED B: - 22 - �- ' ne1122078 CITY COUNCIL OF THE CITY OF OSHKOSH RESOLUTION NU. � � BOND RESOLUTIO� AUTHORIZING $380,000 CITY OF OSHKOSH, WISCONSIN INDOSTRIAL DEVELOPMENT REVENUE BONDS, SERIES A (LISKAR INVESTMENTS PROJECT) WHEREAS, "Municipality"), is and exis[ing under of Wisconsin and is S[a[utes, as amende as the "Act"), [o: the City o£ Oshkosh, Wisconsin (the a municipal corporation organized and pursuant [o the laws of [he State authorized by Section 66.521 Wisconsin d (hereinafter sometimes referred to (a) issue industrial development revenue bonds to finance all or any part of the costs of the construction, equipping, reequipping, acquisition, purchase, installation, reconstruction, rebuilding, tehabilitation, improving, supplementing, maintaining, repairing, enlarging, extending or remodeling of a project which qualifies �nder the Act and the improvement of [he �ite therefor; and (b) enter into a revenu� agreement with an eligible participant pursuant to which che eligible participant agrees to cause said projecC to be construc[ed and to pay [he Municipality an amount of funds sufficient to provide for the promp[ payment when due of the principal of and interest on said industrial development revenue bonds; and WHEREAS, Liskar Investments, a limited partnership formed under the laws of the State of Wisconsin (the "Borrower"), has here[ofore requested the Municipality to issue industrial development revenue bonds to finance a project on behalf of tbe Borrower as an eligible participant under the AcC; and WHERF.AS, this body has heretoEore found and determined that said project consisting of land, a buildinR of approxima[ely 16,000 square fee[ and fix[ures for [he purpose of manufacturing flexible packagin� products (hereinafter called the "Project") is a qualified "project" wi[hin the meaning of the Ac[ and [hat the Borrower is an "eligible par[icipant" within the meaning of the Act; and WHERSAS, on July 20, 1978, this body adopted an initial resolution pursuant [o the Ac[ 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 July 24, 1978, notice of the adoption of the initial resolution was published in accordance with Section (1�) of the Act, and no sufficient peti�ion has been filed with the Clerk requesting a referendum on the question of the issuance of said indus[rial development revenue bonds; and WHEREAS, the Borcower has now [equested that ihe Munici- pality provide for the issuance of $380,000 principal amount of industrial development revenue bonds upon the terms set forth in this Resolution (as herein described, the "Series A Bonds"); and WHEREAS, in connection therewith the Borrowet has presented the Municipality with proposed documentation for the Se_ries A Bonds, as foliows: (a) a Bond Purchase Agreement, to be dated as of the date of adoption of this Bond Resolution (the "Bond Purchase Agreement"), to be entered into by and among the Municipality, the Borrower, Banner Yackaging, Inc., a Wisconsin corporation, Ronald E. Sowle and Frank J. Kearny, III, indi- viduals residing in the State of Wisconsin (the "Guarantors"), and [he various institutional in- ves�ors identified therein, setting forth the terms and conditions on which the Municipali[y will sell and said investors will purchase the Series A Bonds; and (b) an Indenture of Trus[, [o be da�ed as of December 1, 1978 (the "Indenture"), to be entered into between the Municipality and the corporate trustee hereinafter designated (the "Trustee"), providing for the creation of the Series A Bonds, the tetms thereof and the security therefor; and -2- (c) a Loan Agreemenc, to be da[ed as of Decem- ber 1, 1978 (the "Loan Agreement"}, to be en[ered into between the Municipali[y and the Borrower providing for a loan of the Series A Bond proceeds Co the Borrower on repayment [erms scheduled to provide the Municipali[y with revenues sufficient to retire the Series A Bonds in accordance wi[h their terms; and (d) a Promissory Note, to be dated December 1, 1978 (the "Promissory Note"), [o be issued by the Borrower payable to the order of the Municipality i❑ the principal amount of $380,000 as evidence of the borrowing pro- vided for in the Loan Agreement and to be andigned by the Municipality to the TrusCee; (e) a hlortgage, to be dated as of December 1, 1978 (the "Mortgage"), from the Borrower to the hlu�icipality, and from the Municipality to be assigned Y.o the � Trustee, providing colla[eral security for the performance of the Borrower's andigations under the Loan Agreement; (f) two Guaranty Agreements, dated as of December 1, 1978, from �he Guarantors to the Trustee. WHEREAS, in accordance with the Act, this Resolution and [he aforesaid instruments and documents, the Series A Bonds and interest thereon shall nevec constitute an indebtedness of the Municipality within the meaning of any State constitutional provision or statutory limitation and shall not constitute or �ive rise Co a pecuniary liability of the Municipality or a charge agains[ its general credit or taxing powers; and WHEREAS, it is in the public interest of the Municipality 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 Municipality; the stimula- tion of [he flow of investment capital into the Municipality wi[h resultant beneficial effects on the economy in the Muni- cipality; and the preservation and enhancement of the Munici- palicy's tax base; and -3- � Lv1lEREAS, the develops,ent of the Pro}ect and [he issuance of Bonds to finance �he Project as herein recited will, in the judgment of this body, serve the in[ended accom- plishments of public purpose and in all respects conform to the provisions and requirements of the Act; NOW, THEREFORE, BE IT RESOLVEll: 1. Findin s and Deter�ninations. It has been found and determined an is heteby dec 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 patticipant" under and for purposes of Che Act; (c) that the Loan Agreement meeCS t_he require- ments of a"reve�ue agreemenC" under and for purposes of the Act; (d) that the estimated aggregate cost of providing the Project and paying the costs incident to the financing is not less Chan $380,OU0; and (e) that [he payments required to be made by the Borrower undez the Loan Agteement are sufficient in amount to pay when due the principal of, premium, if any, and i�terest on the Series A Bonds. 2. Authotization to Borrow and to Lend. The hlunici- pality shall borroca, ut only in t e manner erein recited, Yhe sum of $380.,000 for the purpose of (i) financing the costs of providing [he Project, (ii) paying the costs of issuing and selling the Series A Bonds, and (iii) paying such other costs related thereto as are permitted to be paid with bond proceeds under the Act. Said borrocving shall be accomplished through the sale of the Series A Bonds issued purs�ant to the Act. The Municipality shall lend the sum of $380,000 to the Borrower pursuant to the terms of the Loan Agreemenc., which borrocaing shall be evidenced by the Yromissory Note and secured by the MorCgage. 3. Designation, Deno�inacion, Tenor and hlaturity of Series A Bonds Created for Issuance. The Series A Bonds sha 1 e issued in the priacipal amount of $380,000 and shall be designated: CITY OF OSHKOSH, WISCONSIN IP7DUSTRIAL DEVELOP�tENT REVENUE BOtJDS, SERIES A (LISKAR IhVESTMENTS PROJECT) -4- _ ; The Series A Bonds sha11 bear interest from [heir date at [he rate of eight percent (8%) per annum and shall be payable in 300 consecutive monthly installments of prin- cipal and in[erest each in Lhe amount of $2,933.00, except Chac the amount of the final payment shall be the entire remaining principai balance plus accured and unpaid in[eres[, commencing January 1, 1974, and continuing on [he first day of each month thereafter through and inciuding December 1, 2003. Each monthly payment shall be applied fitst to interest then due and secondly to principal. The Series A Bonds shall be issuable as fu11y regis- tered typewritten bonds without coupons in denominations of $5,�00 or any integral multiple thereof and may cover multiple matucities. Fully registered Series A Bonds and the interest thereon shall be transferable by and shall be payable to the registered owners thereof in the manner and with the effect provided in the Indenture. The principal of, premium, if any, and interest on the Series A Bonds shall be payabie in lawful maney of [he 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 Sorrower. The Series A Bonds shall be da[ed December 1,,1978. Fully registered Series A Aonds without coupons shall be lettered with the prefix "R" and consecu[ively from 1 upwacds in the order o� their issuance. The Series A Bonds shall be issued in the respective form therefor as set forth in the Indenture, with such insertions therein as shali be necessary to comply with the terms of this Resolution and with such corrections therein, if any, as the approving bond at[orney may require for conformity with the terms of this Resolu[ion, the Indenture and the Act. 4: Execucion and Authentication of Series A Bonds. The Series A Bon s shall e execute on e a o t e Munici- pality with the Eacsimile or manual signature of its City Manager, countersigned with [he manual signature oE its Clerk and shall have impressed, imprinted or ochercaise reproduced thereon the official seal of the Municipality or a facsimile thereof. No Se�ies A Bond shall be issued unless first authenticated by [he Trustee, [o be evidenced by the manual signature of an authorized officer of the Trustee o❑ each Series A Bond. 5. Desi naCion of Trustee. The Municipality hereby designates and appoints First isconsi❑ National Bank of 0>hkosh, Oshkosh, Wisconsin, to perform the functions of [he Trustee bond registrar and paying agent under the Indenture. -5- 6. Additional Bonds. Bonds in addition to the Series A Bonds may be tssue rom [ime to time under [he Indenture subject to the terms and conditions cherein provided and subject [o [he approval of this body. If so issued, such additional Bonds shall rank equally and on a parity with the Series A Bonds. The Series A Bonds and any such additional Bonds are hereinaftet collectively referred to as the "Bonds". 7. Series A Bonds as Limited Obliga-tions. The Series A Bonds and interes[ [hereon shall never be or be considered a general obliga[ion of Che Municipality or an indebtedness of the MunicipaliCy within the meaning of any State constitutional provision or statutory limitation and shall not constitute or give rise co a pecuniary liabiLity of the Municipality or a charge against its general credit or taxing powers. 8. Source of Payment; Pledge of Revenues. The Series A Bonds sha11—�mited o�ligations o� the Municipality payable by it solely fcom revenues consisting of (i) 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 [he Promissory Note and the Loan Agreement (except certain taxes, expenses and indemnity payments which may become due [o the Municipality), (ii) all net proceeds realized upon recourse to the Mortgage and any other collateral given to secure the Borrower's obligations under the Loan Agreement, and (iii) mo�eys held in [rust funds created under the Indenture. As secuiity for the payment of the principal of, pre- mium, if any, and interest on the Bonds, the Municipaiity shall pledge and assign to [he Trustee all of its right, titie and interest in and [o [he Promissory No[e, the Loan Agreement (ex- cept for its righ[s to receive and enforce payment of certain taxes, expenses and indemnity payments from the Borrower as set forth in [he Indenture and the Loan Agreement), the Mortgage and the �rust funds held by the Trustee under the Indenture. Red ri The Series A Bonds sha11 be subject [o maturi[y as provided in �he Indenture onds Prior to Maturit re emption prior to and summarized below: (a) Mandator Redem tion in Event of Tax Violation. The Series A Bon s s ai e su ject [o man atory redemp[ion in whole upon [he occurrence of a "taxable event" (relating to interest on the Seties A Bonds) as defined in the Indenture at 100% of principal amo�nt, plus accrued interest to the redemp[ion date. (b) Optional Redemption. The Series A Bonds shall be subjec[ to redemption by the Piunicipality (at the � direction of che Borrower) in whole at any time or in part in inverse order of maturity and ra[ably amoung Series A Bonds within a ma[urity on any interest payment date at a redemption price of 100% of the principal amount of the Series A Bonds so redeemed, plus accrued interest to [he redemption date. Notice of any redemption of Series A Bonds prior [o stated ma[uri�y shall be given in the manner provided in the Indenture. The principal of, premium, if any, and interest on Series A Bonds called for redemption as aforesaid shall be payable solely from moneys held by the Trustee under the Indenture and available therefor, including moneys derived from the Borrower for such purpose pursuant to the Loan Agreement. 10. Creation of the Construction Fund. There is hereby created y the Municipality an ordered established wi[h the Trustee, a trust fund to be designated with the names of the Municipality and the Borrower which shall be used [o pay (or reimburse the Borrower for) the costs of providing the Project and such other costs in connection with the Project and the issuance and sale of the Series A Bonds as are permitted to be paid from the proceeds of the Series A Bonds under the Act, [he Loan Agreement and the Indenture. There shali be deposited in said Cons[ruction Fund the entire proceeds received upon sale of the Series A Bonds less the portion thereof co�sti- [uting accrued interest. The Municipality hereby authorizes and directs the Trustee [o withdraw funds from said Construction Fund for disbursement to or at the order of [he Borrower pursuant to requisition of the Borrower as provided in the Indenture and Loan Agreement. 11. Creation of Bond Fund. There is hereby created by the Municipality an ordered established with the Trustee, a[rust fund to be designated with the names of the Munici- pality and the Borrower which sha11 be used [o pay the principal of, premium, if any, and in[erest on the Bonds. The Municipality hereby authorizes and directs the Trustee to withdraw sufficienL funds from said Bond Fund to pay the principal of, premium, if any, and interest on [he Series A Bonds as the same become due and payable. 12. Other Tr�st Funds. There is hereby created by the Municipality an ordered established, if necessary, with [he Trus[ee funds in which there shall be deposited such net proceeds of cer[ain sales, insurance and condemnation awards as may be provided in the Loan Agreement and the Indenture. The Trustee is au[horized to wi[hdraw funds from said trust funds for application as provided in the Loan Agreement and the Indenture. -7- 13. Investment of Trust Funds. Any moneys held aG a p+�rt oC [he trust �1s lield by the Trustee under [he ]ndenture hereoC mr�y be inves�e� �nd reinvested by lhe Trustee upon request by [he Borrower in (i) securities which are direct general obligations of the Uni�ed States of America, (ii) securities which are unconditionally guaranteed as to both principal and interest by the United States of America, (iii) obligations of any of the following: Banks for Cooperatives, Federal Financing Bank, Federal Land Banks, Federal Home Loan Banks, Federal Intermediate Credit Banks, Federal National Mort- gage AssociaCion, Export Impoct Bank of the United States or Government National Mortgage Associatio�, (iv) bank repurchase agreements fully secured by obligations of the United States of America, and (v) inteces[-bearing accoun�s, time deposits and certificates of deposit issued by any bank, trust company or national banking association (including the Trustee) which has aggregate capital, surplus and undivided profits in excess of $500,00�, but in no event shall the amount invested at any one time in interest-bearing accounts, time deposits or cer[ificates of deposit of any particular bank, trust company or national banking associa[ion equal or exceed 20% of the capital, sur¢lus and undivided profits of such bank, [rust company or na[ional banking association. 14. Determination of Revenue Pa ment. The amount necessary in eac�i year to pay the principal o, premium, if any, and interest on [he Series A Bonds is the sum of (i) the amount of principal becoming due in such year in accordance with paragraph 3 of this Resolution (as reduced from time to time by reason of prior redemptions and open market purchases of Series A Bonds in accordance wi[h the Indenture); plus (ii) the principal amount of Series A Bonds to be redeemed in such year in accordance with a call for redemption made in accor.dance with paragraph 9 of this Resolution and the Indenture, plus [he premium, if any, payable with respect thereto; plus (iii) the amount of interest on the Series A Bonds becoming due in s�ch year in accordance with the interesC rates specified in paragraph 3 of [his Resolution. In expressing the Borrower's obligation to make the necessary revenue payments, it shall suffice herein and in the Loan Agreemen[ �o state that [he Borrower sha11 be obligated Co pay the Municipality (or �he Trustee for the account of the Municipality) amounts sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. The Loan Agreemen[ contains provisions, adequate in the judgment of this body, requiring the Borrower to provide for the maintena�ce of the Project and the carrying of all proper insurance with respect thereto. Consequently, the Borrower need no[ be required to pay amounES into any reserve �:3.' i funds for [he retiremen[ of the Series A Bonds or for the maio[enance of the Project. 15. Award of 5eries A Bonds; Execution and Deliver of [he Bond Purc aT se A�reemen[. T e Borrower as negotia[e or [he sale o-�[�e Secies A Bonds Co the institutional investors designated in [he Bond Purchase Agreement (the "Bond Purchasers") a[ a price of 100% of the principal amqunt of the Series A Bonds, plus accrued interest to t6e date of delivery. Given the purposes of [he financing and [he involvement of the Municipality [herewith, it is the determination of this body that the Series A Sonds shall be hereby awarded to the Bond Purchasers at the price aforesaid with delivery to follow in the manner, at the time and subject to the conditions set foTth in the Bond Purchase Agreement. As evidence thereof, the City Manager and the Clerk are hereby authorized and directed for and in the name of the Municipality [o execute, affix with the official seal of the Municipality and deliver Che Bond Purchase Agreement in the £orm presented here- wi[h, or with such insertions t6erein or corrections thereto as shall be approved by the City Manager and Clerk consistent with this Resolution and the terms of the Act, theic execution thereof [o cons�i[ute conclusive evidence of their approval of any such insertions and corrections. 16. Execution and Deliver of [he Loan A reement and the Indenture; Assi nment o the Promissor Note and the Mortgage. The terms an provisions of t e Promissory Note, the Loan Agreement, the Mortgage, the Guaranty Agreements and the Indentuce are hereby approved. The City Manager and the Clerk are hereby authori2ed for and in the name of the Municipality [o execu[e, affix with the official seal of the Municipality and deliver the Loan Agreement, the Indenture and the assignments of the Promissory Note and the hiortgage in the respective forms thereof presented herewi[h, 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, thei[ execution thereof to constitute conclusive evidence of their approval of any such insertions and corrections. 17. Execution and Delivery of the Series A Bonds. The City Manager and the Clerk are hereby authorized for and in the name of the Municipality to execute the Series A Bonds in �he manner authorized by paragraph 4 of [his Resolution. Subject to the [erms and conditions of the Bond Purchase Agree- men[, the Municipality shall deliver [he Series A Bonds [o the Bond Purchasers. 18. General Authorizations. The Ci[y Manager and the Clerk and the appropriate eputies and officials of the Munici- pality in accordance wi[h [heir assigned responsibili[ies are hereby each authorized �o execute, publish, file and record � such other documents, instrumer.�s, notic�s (including notice pursuant to Wis. Stats. �893.23) and recor�s and to take �ch other actions as sha11 be necessary or desirable to accotc:.:.ish the purposes of this Kesolution and to comply with and periorm the obligations of the Municipa.lity under the Series A Eonds, the Loan AgreemenG and the Indenture. In the eve�t that the City Manager or the Clerk shall be unable by reason of death, disability, absence or vacancy o£ o�fice to p2rfor� in timely fasY�io� any of the duties sgecified herein (such as Ehe execution oi Series A Bonds, Che �onu P��rchase Agreement, the Loan Agree�ant, the Indentur.e or [he assi.gnmer.�s of the Promissory Note and the hSortga;e), such du�ies s5?11 b� performed by [he oifieer or offici.:L succeeding to such duties in accord�nce with la�o and in the ordinances of the Municipality. 19. Effective Date; Confoimity. This Resolution shall be effective imme zate y upon its passage and approval. To the extent that any prior resolutions of this body are inconsistent with the provisions he.reoi, this Resolution shall control and such prior resolutions shall be �eesed amended to such extent as may be necessary to bring them in conformity with this Resolution. * � � * r The fc�regoing resolu�ion of the City Council of the City o� Oshkosh, Wisconsin was adopted, approved and reCOrded on December 21� 197� /�'� r �! �tcw� - City N;anG�er !� : /�, 4 � - . � � �12TF�.i����{-'�-��/��/ , . ' 1 ..10_ CERTIFICATTONS BY CLERK I, Converse C. Marks, being first duly sworn, do hereby deoose and certify that I am the duly appointed, qualified and ac[ing Clerk of the City o£ Oshkosh, in the County of.Winne- bago, State of Wiscons�n, and as such I ha.ve in my.possession, or have access to, the complete corporate records of said City and of its City Council; that I have carefully comoared the transcript hereto 2�tached �aith the afoLesaid 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. 22 entitled: BOND RESOLUTION AUTHORIZING $380,000 CITY OF OSHKOSH, G7ISCONSIdd INUUSTIZIAL DEVELOPh1ENT P,EVENUE BONDS, SERIES A (LISKAR INVESTi�ENTS PROJECT) I do hereby further depose and certify as foll.ows: 1. Said resolution was considered for adopCion by the City Couecil at a meeting held in the CiCy Hall at 7:00 P.M. on Uecember 21, 1978. Said meeting was a regular. meeting of the City Council and was heid in open session in coc:,>lia�ce with 5ubchapter IV of Chapter 19 of Che 4lisconsin Statutes. 2. Said cesolution ���as on the aUenda for said meeting and pubiic notice thereof «as �iven no[ le�s tF�an 2L} hours prior to the co�:mencement of said mee�ing in complia;:ce iaith Section 19.54 of the j�:isconsin S[ai_��tes, incl_uding, cvithout limitatio�, by postir� on Lhe bulletin board in the CiY.y Hall, by notic^ to those news media wno have filed a written request for notice of meetings and by notice �o the offfcial ne�aspaper of the City. 3. Said meeting tiaas called to crder by Councilparson schiefelbein who chaired the neeting. Upon ro'1 I ttoted �^.ad recor�� that the follocaing Councilpersons erere presenG: Don H. I:UTCHERA, Jam�s A, t4AiIIER, Ke;hleen M. PROYP, ,}'<ob2rt E. YUI�TG, Fe:nice TEICiiS`-3LLER; y^ K.en P. SCrIF.:"�LBEII3 and [I�:t tne following Councilpersons were abs�nt: Geor�e N. Slii;;TOCk (1) I noted a^d recorded tha[ a quocum 4;as present. Var-ious matters and busi„ess were taken up during th� course o� the meeting -�- tvithout intervention of any closed session. One of the matters taken up was said resolution which i�as introduced and its adop�- tion was moved by Councilperson Kutchera , and seconded by Councilperson Fol�ing discussion and after al.l Councilp�tsons wh��to da so hac� expresscd their views for or agains[ said resolution, the question cYas called and upon rol.l being ca'_led and the continUed presence of a quor.um being noted, the recorded vote was as follocas: Ayo; KUTCHERS,. MATHER, PP.OPP, PUNG, T�. I C ii T4 7I TwE I2 .,_� r 1( I E FF. r, B F� I N---S-�i—`-- Nay: Abstain: Whereupon the Council President declared said r.esalution adoptec3, and I so recorded it. IN t,IITNESS T�iEREOF, I have signed t�y name and affixed the seal of the City hereto on this 21 da� o£ December , 19 Z8. — ----- [Municipal Seal] ���.�=�' %� ' � Glerk -��''� STAfiE OF i?ISCONSIN ) ) SS COUNTY OF i�]INC;EBAGO ) Subscribed and scaorn to before �e [his day, the daLe last above Written. NoCar�� Yub�;,c� My c ay �;'sRr����,r�pires: �Q [No pV 8 LlG -i!- I N N � �fJ G� 0 !� � � � � [�' v +i • 4-a VI v] '� N ,'� O d O A a� a � cd O N O 'O ri O o d S� N o c� o �a � o E c� o co •a m �� � � r+ a� o o � ,� V] VI J � N V] O fZ a-1 � � ti � � �\ � ri 7 N \ ,� F N �ri .fl i �_ � p a�i �� �, U 1> N �ri q U