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M3rch 2, 1978 #31 RF50LUTIOIV
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PURPOSE: INITIAL RESOI�JTZON RE : INDUST:RIAL DEVEL,OPMEN'r BOND.S , SERTES 1978
(SUNSTONE CORPORATION, INC.)
INITIAZ�D BY: CITY ADNf.LNISTRATION
INITIAL RESOLUTION of the City of Oshkosh to issue revenue bonds of the
City of Oshkosh in the principal azrotmt of not exceeding $2,500,000. on behalf
of Sunstone Corporation, Inc., an Illinois corporation, for the puxpose of
financing the costs of acquiring, oanstructing, purchasing and equipping
industrial facilities for the use of said corporation.
$UBYITTED BY
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The City Council oi the Ci�y of Oshkosh, h'isconsin, met
in regular open, public se�sion at i�s regular meeting place on
?�iarch 2 197g, at 7:00 o'clock P.M., v�ith the following members
presen�:
Council Per� ons . i:J`iCHi:.:_, Don H, ; :A1tiLr� , Jar:}es �. ;
��OP?, �;a�hle�n i�'_. ; SIi;C: �TOC��, Geor�e Ti. ;
��ICii_�=TL�R, Bern� ce, SCiIIE?ELBEIPd, Ken R.
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and the following members absent:
Cour.cil Person: .`�S^:Z, ?o��r+ H. (1)
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(Other busir.ess)
The fo3�o��ng resolution was introduced and read in full_
INITIAL RESGLUTION
OSHKOSH, WISCONSIN
(the "City")
�'IHE�yS, Sunstone Cornoration, Inc. (the "Company"} wishes
to acquire and construct a certair_ industrial project and wishes to have
the City issue its revenue bonds to provide funds for the acguisition,
construct?on, p�trchas� and eauipping of such facilities and the
Company will be an eiigible participa�t under the Act; and
t'%HER�.�:S, the City is authorized to issue its revenue bonds
for such p�,:rpose by Section 66.521, P,isconszn Statutes, as am�nded
by Chap�er 265, Laws of 19'73 (the "Ac::") ; and
�ti'HEREAS, a Memoratrdum of Agreement has been presen�ed to
the City under the terms of which the City agrees, subject to the
provisions of such agreement, to issue its revenue bonds to provide
funds for the acquisition, construction, purchase and equipping of
such facilities;
NOW, THEREFORE, Be It Resolved by the City Council of the
City of Oshkosh, Wisconsin, as follows:
Section 1. It is hereby declared to be the intention of
the City Council of the City of Oshkosh to iss�ie revenue bonds of
said City in the principal amount of not exceeding Two Million Five
Hundred Thousand Dollars ($2,500,000) on behalf of Sunstone Corporation,
Inc., an Illinois c��poration, for the purpose of financing the costs
of acquiring, constructing, purchasing and equipping industrial
facilities for tne use af said corporation, but subject to the
conditions and lim��ations expressed in the form of Memorandum of
Agreement her�inaf�er referred to.
Sect?an 2. The City Manager and City Clerk of the City are
hereby autho=ized an3 directed to execute a Memorandum of Agreement
with the Company in substantially the form attached as Exhibit A
hereto or �ith such changes therein as shall be approved by the
officers executing the same.
Section 3. The officers and employees of�the City are
hereby authorized to take such further action as is necessary to carry
out the intent and purposes of the Memorandum of Agreement as executed
and to issue not exceeding Two Million Five Hundred Thousand Dollars
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($2,500,000) of its revenue bonds upon the terms and conditions stated
in such riemorandum of Agreement.
Section 4. The City Clerk is hereby directed to cause
notice of the adoptior. of this Initial Resolution to be published one
time in The Oshkosh Daily Northwestern, the official newspaper of the
City, such notice to be in substantially the form attached as
Exhibit B. Within 10 days following such publication the City
Clerk shall send a certified copy of the Initial Resolution, together
with a publisher's affidavit evidencing publication of the notice
of adoption thereof, to the Secretary of Business Development of the
State of Wisconsin. This resolution shall constitute the initial
resolution referred to in the Act.
Adoptec : i:tar ch �, , 197 8.
Recorded: March 2 , 1978.
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Attest:
City Cler
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f a
Motion was made by Kutcnera that said resolution
and Initial Resolution be Officiall.y published P��arch 6 and 13
be adopted, and said motion was seconded by Councilman Propp
After due consideration, and upon rol.l being called, the following
voted:
Aye: Council Pe:•sons: hutchera, P�ather, Propp, Singstock,
Teichmiller, Schiefelbein. (6)
Nay: Counci.l Persons : Tdone
The resol�tion was thereupon declared adopted.
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(Other business)
Upon motion duly made, seeonded and carried, the meeting
was adjourned.
Attest:
City Clerk
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resi.dent
THIS
Wisconsin (the
"Company").
EXHIBIT A
MEr10RANDUM OF AGREEMENT
MEMOFtANDUM OF AGREEMENT is between the City of Oshkosh,
"Issuer"), and Sunstone Corporation, Inc. (the
l. Preliminary Statement. Among the matters of mutual
inducement which hav� resulted in this Agreement are the following:
(a) The Issuer is authorized and empowered by the provisions
of Sections 66.521 of the Wisconsin Statutes (the "Act"), to issue
revenue bonds for the purpose of defraying the costs of industrial
development facilities, and to lease or sell such facilities to others
or finance such facilities for others, and proposes to acquire,
construct and equip certain industrial development facilities
described in Exhibit 1 hereto (the "Project") useful in connectian
with the operations of the Compan_y and to lease or sell the Project
to, or finance the Project for, the Company.
(b) The Company wishes to obtain satisfactory assurance
from the Isseur that the proc.eeds of the sale of the revenue bonds
of the Issuer will be made available to finance the costs of the
Project.
(c) Subject to due compliance with all reguirements of law,
the Issuer by virtue of such statutory authority as may now or here-
after be conferred by the Act, will issue and sell its industrial
development reven��� bonds in an amount of approximately Two Million
Five Hundred Thousand Dollars ($2,500,000) (the "Bonds") to pay costs
of the Project.
2. lindertakings on the Part of the Issuer. Subject to the
conditions above stated, the Issuer agrees as follows:
{a) Tha� it will authorize the issuance and sale of the
Bonds pursuant to �he terms of the Act as then in force.
(b) That it will acguire or construct, or complete the
acquisition or construction of and equipping of, the Project and Iease
or sell it to, or finance the Project for, the Company and the
aggregate basic rents, the sale price or the loan repayments (i.e.� the
amounts to be paid by the Comgany and used by the Issuer to pay the
principal, interes� and premium, if any, on the Bonds) payable under
the instru:�er.t whereby the Project shall be leased or sold to, or
financed for, the Company shall be such sums as shall be sufficient to
pay the principal of and interest and redemption premium, if any, on
the Bonds as and when the same shall become due and payable, and the
Company shall be entitled to acquire from the Issuer its title to the
Project for an �gerregate amount equal to the arnount required to retire
the outstanding Bonds, plus One Dollar or such other sum as may be
required by law.
3. Undertakings on the Part of the Compzny. Subject to the
conditions above stated, the Company agrees as follows:
(a) That it will use all reasonable efforts to find one
or more purchasers for the Bonds.
(b) That conte�poraneously with the delivery of the Bonds,
it will enter into an installment purchase agreement, lease or loan
agreement with the Issuer under the terms of which the Company will
obligate itself to pay to the Issuer sw�s sufficient in the aggregate
to pay the principal of and interest and redemption premium, if any,
on the Bonds as and when the same shall become due and payable.
4. General Provisions.
(a) All conu�itments of the Issuer under paragraph 2 hereof
and of the Company under paragraph 3 hereof are subject to the con-
ditions that on or before one year from the date hereof (or such other
date as shall be mutually satisfactory to the Issuer and the Company),
the Issuer and the Company shall have agreed to mutually acceptable
terms and con�itions of the agreement or lease referred to in para-
graph 3 and of the Bonds and other ir.struments or proceedings relating
to the Bonds.
(b) If t�� events set forth in (a) of this paragraph do not
take place within t�� time set forth or any extension thereof and the
Bonds in an amount of approximately the amount stated above are not
sold withir. such ti�e, the Company agrees that it will pay all
preliminary exp�nsas, including all fees and expenses of bond counsel,
and will reimburse yhe Issuer for all reasonable and necessary direct
out-of-pocket expe�ses which the Issuer may incur at its request
arising from the execLtion of this Agreement and the performance by
the Issuer of its ob?igations hereunaer, and this Agreement shall
thereupon terriinate.
IN W7ITNESS WHEREOF, the parties hereto have entered into
this Agr.eement by their officers thereunto duly authorized as af the
day of - '�`�,-r;^Y� "1978.
( SEAL j
Attest:
Its City Cler
(SEAL)
Attest:
Zts Secr.etary
CITY Or OSHKOSH, WISCONSIN
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Its City Manager
SUNSTONE CORPORATION, INC.
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Its President
STATE OF WISCONSIN )
} SS.
COUNTY OF WINNEBAGO )
I, CONVERSE C. MARKS, hereby certify that I am the duly
qualified and acting City Clerk of the City of Oshkosh, Wisconsin,
and as such official I further certify that attached hereto is a
copy of excerpts from the minutes of the meeting of the City Council
of said city held on February 16, 1978; that I have compared said
copy with the original minute record of said meeting in my official
custody; and that said copy is a true, correct and complete transcript
fror�. said original minute record insofar as said original record
relates to the matters set aut therein.
WTTNESS my official signature and the seal of said city
this 2nd day o� March 1978.
City Cler
( S E A L )
RHG/kp
2-10-78
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EXHIBIT 1
Description of Industrial Development Facilities at the
Citv of Oshkosh.
EXHIBIT B
NOTICE TO ELECTORS OF THE
CITY OF OSHKOSH
NOTICE IS HEREBY GIVEN to the electors of tne City of
Oshkosh and to all,flther pe�sons interested that the City Council of
said City did on T�_arcr 2 1978 adopt, pursuant to Section 66.521,
Wiscansin Statutes (as amended by Chapter 265, Laws of 1973), an
Initial Resolution declaring the intention of the Council to issue
revenue bonds of the City of Oshkosh in the principal amount of not
exceeding Two Mi?lion Five Hundred Thousand Dollars ($2,500,000) on
behalf of Sunstone Corporation, Inc., an Illinois corporation, for the
purpose of financing the costs of acquiring, constructing, purchasing
and equipping industrial facilities for the use of said corporation or
a facility for the manufacture of ceramic products in the City of
Oshkosh. Said resolution also provides for the execution of a
Memorandum of Agreement by said City and Said Corporation.
THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY
OF OSHKOSH, NOR SH�LL THE BONDS GIVE RISE TO ANY PECUNIARY LI�BILITY
�F THE CITY, NOR 5NALL THE BONDS BE A CHARGE AGAINST THE GENERAL
CREDIT OR TAXING PO�Y'E'R ��' THE CITY . RATHER, THE BONDS SHALL BE PAYABLE
SOLEZ,Y FROt�1 THE RF'L �NUES AND OTHER lit'�IOUNT5 DERIVED OR RESULTING FROM
A REVENUE AGREEN,F,NT WITH RESEPCT TO THE PROJECT.
Tne reso���tion may be inspected by any elector of the City at
the Office of the City Clerk during business hours during the thirty
days next followir.g publication of tnis Note.
NOTICE IS FliRTHEP. GIVEN THAT THE ELECTORS OF THE CITY OF
OSHKOSH MAY PETI^1I0'_'y FOR A REFERENDUM ON THE QUESTION OF THE BOND
ISSUE. Section 66.521 (10}(d), Wisconsin Statutes, provides:
"(d) The governing body may issue bonds under this
section without submitting the proposition to the electors
of the r,lunicipality for approval unless within 30 days from
the date of p�,�blication of notice of adoption of the initial
resolutior. for such bonds, a petition, signed by not less
than 50 of the registered electors of the munici.pality, or,
if there is no registration of electors in the municipality,
by l00 of the number of electors of the municipality voting
for the office ot qovernor at the last general election as
deterr�,ined under Section 115. Ol (13) , is filed� with the clerk
of the munici.palit� requesting a referendum upan the question
of the issuance of the bands. If such a petition is filed,
the bonds shall not be issued until approved by a majarity of
of the electors of the municipality voting thereon at a
general or special election."
/s/ COiQVERSE C . .IrLARKS
City Clerk
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