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HomeMy WebLinkAbout01. 17-173 APRIL 11, 2017 17-173 RESOLUTION (CARRIED 7-0 LOST LAID OVER WITHDRAWN ) PURPOSE: APPROVE FINAL RESOLUTION REGARDING REVENUE BOND FINANCING FOR OSHKOSH COMMUNITY YOUNG MEN'S CHRISTIAN ASSOCIATION, INC. INITIATED BY: YOUNG MEN'S CHRISTIAN ASSOCIATION, INC. BE IT RESOLVED by the City Council of the City of Oshkosh, Winnebago County, Wisconsin (the "Issuer"), as follows: Section 1 Recitals. 1.01 Under Wisconsin Statutes, Section 66.1103, as amended (the "Act"), the Issuer is authorized and empowered to issue revenue bonds to finance eligible costs of qualified "projects" (as defined in the Act), and to enter into "revenue agreements" (as defined in the Act) with "eligible participants" (as defined in the Act). 1.02 Pursuant to an initial resolution duly adopted on April 12, 2016 (the "Initial Resolution"), the Issuer expressed its intention to issue revenue bonds of the Issuer in an amount not to exceed $15,000,000 to finance a project on behalf of Oshkosh Community Young Men's Christian Association, Inc., a Wisconsin nonstock, nonprofit corporation (the "Borrower"). The Borrower's project consists of the (i) construction of an approximately 78,000 square foot facility located at 324 Washington Avenue, Oshkosh, Wisconsin ("Washington Avenue Facility"), construction of a parking lot at the Washington Avenue Facility, and the acquisition and installation of furniture, fixtures and equipment at the Washington Avenue Facility, (ii) resurfacing of existing parking lot at the Borrower's facility located at 3303 West 201h Avenue, Oshkosh, Wisconsin(the "201h Avenue Facility") and construction of an additional parking lot at the 201h Avenue Facility, and (iii) payment of professional fees and costs (collectively, the "Project"), all of which are used as recreational facilities in pursuit of the Borrower's exempt purpose. Notice of adoption of the Initial Resolution was published as provided in the Act, and no petition requesting a referendum upon the question of the issuance of the revenue bonds has been filed. APRIL 11, 2017 17-173 RESOLUTION CONT'D 1.03 Pursuant to the Act, the Issuer may finance a project which is located entirely within the geographic limits of the Issuer. 1.04 Drafts of the following documents have been submitted to this City Council and are ordered filed in the office of the City Clerk: (a) a Bond Agreement (the 'Bond Agreement"), proposed to be entered into among the Issuer, the Borrower, Bank First National, as trustee (the "Trustee"), and Bank First National, as original purchaser (the "Original Purchaser"); (b) a Series A Promissory Note and Series B Promissory from the Borrower to the Issuer, and each assigned by the Issuer to the Trustee; and (c) a Tax Compliance Agreement among the Issuer, the Borrower, and the Trustee. Section 2 Findings and Determinations. It is hereby found and determined that: (a) based on representations of the Borrower, the Project constitutes a "project" authorized by the Act; (b) a public hearing has been duly held on April 11, 2017 in accordance with the provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended, at which residents of the City of Oshkosh, Wisconsin were given an opportunity to be heard in regard to the proposed issuance of the revenue bonds and the nature and location of the proposed Project; (c) the purpose of the Issuer's financing costs of the Project is and the effect thereof will be to promote the public purposes set forth in the Act, including without limitation an increase in the number of persons traveling to the City of Oshkosh, Wisconsin for business and recreation; (d) it is desirable that two series of revenue bonds in the aggregate principal amount not to exceed$10,700,000 (the "Series 2017A Bonds" and the "Series 2017E Bonds", collectively, the "Bonds") be issued by the Issuer upon the terms set forth in the Bond Agreement, under the provisions of which the Issuer's interest in the Bond Agreement (except for certain rights as provided therein) and the loan APRIL 11, 2017 17-173 RESOLUTION CONT'D repayments will be assigned to the Trustee as security for the payment of principal of and interest on and premium, if any, on all the Bonds outstanding under the Bond Agreement; (e) the loan payments provided for in the Bond Agreement, and the formulas set out for revising those payments under the Bond Agreement as required under the Act, are sufficient to produce income and revenue to provide for the prompt payment of principal of and interest on and premium, if any, on Bonds issued under the Bond Agreement when due; the amount necessary in each year to pay the principal of and interest on the Bonds is the sum of the principal and interest on the Bonds due in such year, whether on a stated payment date, a redemption date, or otherwise; and the Bond Agreement provides that the Borrower shall provide for the maintenance of the Project in good repair, keeping it properly insured; (f) under the provisions of the Act, the Bonds shall be special, limited obligations of the Issuer and the Bonds do not constitute an indebtedness of the Issuer, the State of Wisconsin or any political subdivision thereof, within the meaning of any state constitutional provision or statutory limitation, and do not constitute nor give rise to a charge against the general credit or taxing powers or a pecuniary liability of the Issuer, the State of Wisconsin or any political subdivision thereof; and (g) the Bonds shall not constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers, including but not limited to: 1. Liability for failure to investigate or negligence in the investigation of the financial position or prospects of an eligible participant, a user of the Project or any other person or for failure to consider, or negligence concerning, the adequacy of terms of, or collateral security for, the Bonds or any related agreement to protect interests of holders of the Bonds; and 2. Any liability in connection with the issuance or sale of the Bonds, for representations made, or for the performance of the obligation of any person who is a party to a related transaction or agreement except as specifically provided in the Act or by an express APRIL 11, 2017 17-173 RESOLUTION CONT'D provision of the Bonds or a related written agreement to which the Issuer is a party. Section 3 Approvals and Authorizations. 3.01 This resolution shall constitute the approval of the Bonds within the meaning of Section 147(f) of the Internal Revenue Code of 1986, as amended, and the Bonds are hereby approved. There is hereby approved the issuance by the Issuer of its revenue bonds (specifically, the Bonds) in an aggregate principal amount not to exceed $10,700,000, for the purpose of financing the Project. 3.02 The Issuer shall proceed to issue its Revenue Bonds, Series 2017A and 2017E (Oshkosh Community Young Men's Christian Association, Inc. Project), in the aggregate principal amount not to exceed $10,700,000, in the forms and upon the terms set forth in the Bond Agreement, which terms, including without limitation, interest rates, redemption provisions and maturity, are for this purpose incorporated in this resolution by reference and made a part hereof. The terms are hereby approved without further action by the Issuer, and the City Manager and the City Clerk of the Issuer are authorized and directed to execute, attest and deliver the documents listed in Section 1.04 herein which are hereby approved, together with such subsequent changes as may be requested and approved by bond counsel and the Issuer's attorney, and such other documents, agreements, instruments or certificates as are deemed necessary or desirable by the Issuer's attorney and bond counsel, including an Internal Revenue Service Form 8038. The City Manager and the City Clerk of the Issuer are authorized and directed to execute and seal the Bonds as prescribed in the Bond Agreement and to deliver them to the Trustee (together with a certified copy of this resolution and any other documents required by the Bond Agreement) for authentication and delivery to the Original Purchaser. 3.03 The publication in the official newspaper of the Issuer of the notice for the public hearing referred to in Section 2(b) of this resolution, and such notice of public hearing as so published, are hereby ratified. APRIL 11, 2017 17-173 RESOLUTION CONT'D 3.04 The City Manager, City Clerk, Director of Finance/City Treasurer and other officers of the Issuer are authorized to prepare and furnish to the Trustee and bond counsel certified copies of all proceedings and records of the Issuer relating to the Bonds, and such other affidavits and certificates as may be required by the Trustee and bond counsel to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them. 3.05 The approval hereby given to the various documents referred to in this resolution includes the approval of such additional details therein as may be necessary and appropriate for their completion and such modifications thereto, deletions therefrom and additions thereto as may be approved by the Issuer's attorney and bond counsel. The execution of any document by the appropriate officer or officers of the Issuer herein authorized shall be conclusive evidence of the approval by the Issuer of such document in accordance with the terms hereof. 3.06 Bank First National shall initially assume and perform the duties of Trustee. 3.07 Notice of sale of the Bonds, in the form attached hereto as Exhibit A, shall be published in the official newspaper of the Issuer as a class 1 notice under Chapter 985 of the Wisconsin Statutes. 3.08 The Bonds shall be special limited obligations of the Issuer payable by it solely from revenues and income derived by or for the account of the Issuer from or for the account of the Borrower pursuant to the Bond Agreement. As security for the payment of the principal of, premium, if any, and interest on the Bonds, the Issuer shall pledge and assign to the Trustee all of its right, title and interest in and to the trust estate described in the Bond Agreement (except as otherwise provided therein). 3.09 All out-of-pocket costs of the Issuer, including attorneys' fees, in connection with the issuance and sale of the Bonds shall be paid from the proceeds of the Bonds or by the Borrower. APRIL 11, 2017 17-173 RESOLUTION CONT'D Passed and adopted at a regular meeting of the City Council of the City of Oshkosh this 1lth1h day of April, 2017. APPROVED: Steve Cummings, Mayor ATTEST: Pamela R. Ubrig, City Clerk