HomeMy WebLinkAbout27567 / 75-14# 14 � RESOLOTION
MAY 1 1975
RESOLUTION AUTAORIZING $1�000,000 INDUSTRIAL
DEVELOPMENT REVENUE BONDS� SERIES 1975
(OSHKOSH B'GOSH, INC. PROJECT)
SJB1.fITTED BY
GPPF�OV�D
�:
RESOLUTION NO. 14 AUSHORIZING
INDUSTRIAL DEVELOPMEP7T RSVEVUE�BONDS, SERIES 1975
� (OSHKOSH B'GOSH, I,IC. PROJECT) �
- WHEREF,S, in a Resolution t.o. 8 . adopted
April 18, 1974, by the Common Cotncil of the City of Oshkosn,
Winnebaoo County, [:isconsin (sometimes�herein called the °City"
or the "ISSUer"), the Issuar expressed its intent, and authoria.e3
and directed its ofEicers, to work�toward.the consumnation of
a financing agreement pursuant�to which the City would issue� �
its industrial development revenue.bonds pursuant to Section
66.521, Wisconsin Statutes, as av�ended (the "Act"), in an
amount not to exceed�$1,OOC,000_for tre purocsz of °lII�IIC1IIy^
the costs oE acquiring and constructing an industrial nroject
in the City to consist o£�land, a building, equipment aad site
improvements (the "Project") to be oaned by the City and leased,
with options to pnzchase, to Osnkosh B'GOSh, Inc. (the "Comoany")
for use in its clothes manu£actuiing-�business; and .
WI3EREAS, in reliar.ce upon such resolution, the
Company has taken steps to acquire land in the City and to
commence the construction and equipping thereon of an industrial
facility, has entered into aegotiations with First Ylisconsin
National Bank of Oshkosh, Oshkosh, SJisconsin as representative
(the "Representative"j o£ purchasers, (t.he "PUrchasers") for
purchase of the bonds to be so issued and has caused to be
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prepared and hereivith submitted to this Comu�on Council forms
of the following docur.ients:
(a) Lease Agreement, includinc options to purchasz�
the Project, between the Issuer as lessor and the Company
as lessee (annexed hereto as.Exhibit "A", incorporated
herein by re£erence and referred to herein as the "Lease");
and
(b) Mortgage and Indenture of Trust between the
Issuer and First Wisconsin National Ban;c o£ Oshkosh as
Trustee (annexed hereto as Exhibit "B", incorporated herein
by reference, and referred to herein-as the "Indenture"); and
_ �(c) � Project Financi.ng Agreea�eat �r;oag the Issuer,
the Company and the Representative (annexed hereto as
Exhibit "C", incorporated herein�by re£erence, and re£erred
to as the "Agreement"); and
(d) Guaranty Agreeaient between Oshtosh 3'GOSh, Inc.
and First Wisconsin National Bank of OshY,osh as Trustee
(annexed hereto as E�chibit "D", incosporated herein by
reference, and re£erred to as the�"GUaranty").
WHEREAS, the acquisition and leasing of the Project,
the issuance o± the Sonds by the Issuer, and the mortgage of
the Project and pledge of the rents and other revenues to the
Trustee under-the Indentu=e, as herein�recited and provided,
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in the judgment oi this Common Council will serve the intended
accomplishments and in a11 respects conform to the provisions •
and reauirements of the Act; and
WFIEREAS, the Company has made representations to
the Issuer that the estimated cost oi the-Project to be financed
with the bonds is an amount not to exceed $1,000,000 and that
the useful life of the Project is estimated to be at least
15 years; and � � � - �
WHEREAS, the Company represents and agrees that it
wi11 lease the Project, pay all expenses with respect thereto,
and comply with all the terms and provisions o£ t1:e Lease so
that £ull debt service will be�prov�ded in order to neet paynants
of principal o£ and interest on the Bonds and the Company agrees
that its representations have been expressly relied upon by the
Issuer in the adoption of this Resolutioa;
NO"vJ, TFIEREFORE, BE IT RESOLVED BY THE CIlY O° OSHKOSY,
WISCOPSIN, THAT:
1. DePinitions. The terms "Series 1975 Bonds",
"BOnd Fund", "BOndholder", "Project Fund", "Trust Estate" and
"Trustee" shall have the same meanings as dz£ined in the In-
denture.
2. Determination. This Common Council hereby.finds
and determines that: �
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(a) the estimated cost of the Project as
more particularly de£ined in the Indenture includi.ng
all costs in connection therewith permitted to be
financed with the Series 1975 Bonds (the "BOnds")
under the Act is $800,000; � � .
(b} the useful�life o£ the Project is not less
that £ifteen (15) years; �. � � �.
(c) the rental payments to be made in each
year as speci£ied in Section 5.2 0£ the Lease are -
suf£icient to pay the principal of and interest on
the Bonds; and � � . �
(d) no reserve £und need be established in con-
nection with the retiremant of the bonds or maittte-
�nance o£�the�Project. � .� � �
3. Issu= of Series 1975 Bonds.� The Issuer shall
issue its Bonds in the amount of Eight F3undred Thousand Dollais
($800�000) £or the purpose of acquiring and constructing the
Project. The Bonds shall be sold to the Purchasers in accordar.ce
with the terms and conditions set forth in the Agreement. The
Bonds shall be issued pursuant to the Act, shall be designated,
dated, in the form, and have the maturities and beax interest
as provided in the Indenture. F�11 details pertaining to the
Bonds as provided in the�Indenture aze hereby adopted as and
for the details approved by this Issuer. The Bonds shall not
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be a general obligation or indebtedness o£ the Issuer nor give�
rise to a pecuniary liability of the Issuer or a chzrge against
its general credit or taxing powers, but shall be payable solely
fron the rentals and other revenues that may be available there-
Eor from the Lease 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 £unds of the Issuer
other than the rentals and other sevenues to be received by �
the Issuer under the Lease. The rental payments when paid by
the Company, pursuant to the Lease, shall be paid directly to
the Trustee for the account of the Issuer�so long as any oF
the Bonds shall be outstanding and unpaid_ .The Bonds and interest
coupons appertaining thereto shall be executed on behalf of
the Issuer by its City Pianager and its�City Clerk, may be
executed with the facsimile signature of such of£icezs, pro- �
vided that eack such Sond shall be manually executed by at
least one such official, and shall be impressed with the seal
o£ the Issuer. . .. � � .
4. Guaranty o£ Sonds.� The Company and the.Trustee
may enter into a guaranty agreement with regard to payment of
principal of, premium, and i�terest on the Bonds upon such terms
as shall be acceptable to Bond�Counse L �
5. Approval and £�ecution of Documents. Subject to
such changes or revisions therein as Bond Co�nsel or Counsel �
for the Issuer may require ar.d approve, the Indenture, Lease,
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Agreement and Guaranty in substantially their respective £orms
preseated to this neeting and attached hereto, are hereby ap-
proved. The City Manager and the Ci*_y Clerk are authorized on
behal£ o£ the Issuer to execute and deliver the Ir.denture, Lease�
and Agreement subject to such changes or revisions therein as
Bond Counsel or Counsel for the Issuer-may require and approve.
Said City bianager and City Clerk and Treasurer and their
authorized deputies and other officials o£ the Issuer are hereby
authorized to prepare or to hzve prepared and to esecute, file
and deliver, as appropriate,-all such documents, financing
statements, opinions, certi£icates, a£Eidavits, and closing
instruments as may be required by this resolution or deemed .
necessary�by said�o££icials or by Bond Counsel.
A
� �6. Appointment o£ Trustee; Funds; Investment Directions.
The First Slisconsin National Bank o£ Oshkosh,�Oshkosh, Wisconsin,
is hereby designated as Trustee under the Indenture. . .
� There are hereby created by the Zssuer and ordered
established with the Trustee-the £ollouring trust £unds:
. (a) The Project Fund as�described in Section 5.06
of the Zndenture to be�used solely to pay the costs of the
Project and such other costs as are provided to be paid
there£rom in the Indenture. The Issuer hereby authorizes
and directs the Trustee (a) to withdraw suf£icient funds
from said Project Fund to make the aforesaid payments as
the same become due and payable, and (b) to transfer from
the Project Fund to the Bond Fund any moncys which are not
�
needed for the purposes £or which the�BOnds are issued in
the nanner and at the time provided in the In3enture.
(b) The Bond Fund as described in Section�5.02 of
the Indenture to be used to pap�the principal and interest .
on the Bonds and such other costs as are�provided to be
paid therefrom in the Indenture. The Issuer hereby authorizes
and directs the Trustee to withdraw sufficient funds�from
the Bond Fund to pay the principal,preniun, i£ any, and .
interest on the Bonds as the�same become due and.payable.
The Bondholders shall have�a first lien on a11 noneys in
the sond Fund and the Trustee�shall�have a first lien on
the rental payneats and all other�revenues of the Project
required�to�be gaid by th° Company for the payment o£
principal, premium, i£ any, and intesest on the Bonds under
� the Lease for the benefit o£ the Bondholders subject always
to the Lease and Indenture. Said rentals and other�revenues
oi the Issuer un3er the Lease derived from the Project are
hereby irrevocably p1=_dged for the payment o£ the Bonds �
and intezest thereon. - - �
The Zssuer authorizes and directs the Truste2 to
invest and reinvest moneys in the Project Fund and the Bond
Fund as set fortri in Article vI of the�Indenture.
7. Certain Indenture Provisions. The Bonds and the
interest thereon shall be additionally secured by a mortgage -
and security interest covering the-Trust Estate including additions,
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improvements or extensions thereafter made thereto, as provided
in the Indenture.
6. Certain Lease Provisions; Purchase of the Project.
The Lease provides, inter alia, that: �
(a) The maintenance and repair�costs o£ the Project,
taxes in connection therewith,�other charaes and insurance
protecting the Issuer with resnect to the P=oject 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 sha11 be
used and disposed of,in the manner provided in the Lease
and Indenture
(b) The Company agrees to pui�chase and the Issuer
agrees to sell the Project for S10 at the cancellation,-
termination or expiration of. the' Lease term and £ollowing
full pay,nent of the.BOnds and other expenses required to
be paid in connection therewith or provision for payment
triereo£ having been made as required in the Indenture.
�(c) The.Company shall�make rental�payr.ieats (directly
to the Trustee for deposit.in the Bond Fund-and for the.
account o£ the Issuer) in the amounts sufficient £or pay-
ment from the Sond Fund when due of the principal of,
prenium, if any,_and interest on the Bonds. � - �
Adopted: May 1 1975
� p . aeger, y nager
-! A AA ,��' _
Conve se C. A:arks, Clerk
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