CCR1974143a
GOVERNING BODY
OF THE
CITY OF MUSKEGO
RESOLVTION 143-74 - - "" "
RESOLUTION AUTHORIZING INDUSTRIAL
DEVELOPMENT REVENUE BOND ISSUE, SERIES' A
(MUSKEGO RENDERING CO. INC.)
WHEREAS, The City of Muskego (the "Municipality")
is a municipal corporation organized and existing under
and pursuant to the laws of the State of Wisconsin and is
authorized by Section 66.521, Wisconsin Statutes (hereinafter
sometimes referred to as "Section 66.521"). to acquire,
construct, reconstruct, equip, improve, maintain, repair,
enlarge or remodel industrial projects, and to enter into
lease or lease purchase agreements for same in order to
promote the rights to gainful employment, business opportunities
and general welfare of its inhabitants and to preserve and
enhance its tax base; and
WHEREAS, the Municipality is authorized by Section
66.521 to issue industrial development revenue bonds pay-
able solely from the revenues derived from leasing the
Project (as hereafter defined) to be financed by the Bonds
so issued; and
a WHEREAS, Bonds and interest coupons issued under authority to Section 66.521 shall not constitute an in-
debtedness of the Municipality within the meaning of any state
constitutional provision or statutory limitation, and shall
not constitute, nor give rise to, a pecuniary liability of
the Municipality or a charge against its general credit or
taxing powers; and
WHEREAS, the Municipality has made the necessary
arrangements with Muskego Rendering Co. Inc. (the "Company"),
a Wisconsin corporation, for the acquisition and construction
of its Project (as hereinafter defined) located in the Municipality
from which Project the Municipality will receive substantial
municipal benefits, including, by way of illustration but
not limitation: retention of and more steady employment
of its citizens resulting in the alleviation of'unemployment
within the Municipality; maintenance or increase in the
tax base of the Municipality; greater support for educa-
tional and municipal services; the stimulation of existing
and new businesses and industries within the Municipality
and its environs; the stimulation of private investment
funds from financial institutions; and the betterment of
the Municipality's environment and economy; and
WHEREAS, the Governing Body of the Municipality
adopted a resolution on October 23, 1973, wherein the Municipality
agreed (upon conditions) to issue industrial development
revenue bonds LO finance the Project; and
WHEREAS, The Municipality thereby induced and
encouraged the Company to commence constructing the Project;
and
WHEREAS, the Company is prepared to convey its
interest in the Project to the Municipality and to lease
the Project back from the Municipality pursuant to the
terms of the Lease; and e
WHEREAS, the acquisition, construction and leasing
of the Project and the issuance of the Bonds by the Munici-
pality, as herein recited and provided, in the judgment of
this Governing Body, will serve the intended accomplishments
and in all respects conform to the provisions and require-
ments of Section 66.521;
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING
BODY OF THE MUNICIPALITY, THAT:
1. DEFINITIONS. In addition to the words and
terms elsewhere defined in this Resolution the following
words and terms as used in this Resolution and the preamble
hereto shall have the following meanings unless the context
or use clearly indicates another or different meaning or
intent.
(a) "Bond" or "Bonds" means the Series A
industrial development revenue bonds of the Munici-
pality to be issued hereunder.
(b) "Bond Fund" means the Bond principal and
interest fund created in the Indenture and authorized
by paragraph 12 of this Resolution.
(c) "Bondholder" or "holder" or "owner of the
Bonds" means the bearer of any Bond not registered as
to principal (or registered to bearer) and the regis-
tered owner of any Bond registered as to principal.
(d) "Chief Executive" means the Mayor of
the Municipality.
(e) "Construction Fund" means the fund created
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in the Indenture and authorized by paragraph 11 of
this Resolution.
(f) llCoupon" means any of the coupons issued
hereunder evidencing the semiannual installments of
interest on the applicable Bond or Bonds.
(g) "Event of Default" means those events of
defaults specified and defined in the Indenture.
(h) "Governing Body" means the Municipality's
Common Council, its legislative body.
(i) "Indenture" means the Mortgage and Indenture
of Trust dated as of June 1, 1974, to be executed by
and between the Municipality and the Trustee, pursuant
to which the Bonds are to be issued, and other supple-
mental agreements with the Trustee in pursuance thereof.
(j) "Lease" means the lease dated as of June 1,
1974, to be executed by and between the Municipality
and the Lessee.
(k) "Lessee" means the Company and its successors
and assigns and any surviving, resulting or transferee
corporation as provided in the Lease.
(1) Project" means the interest in lands,
buildings, structures and improvements, machinery,
equipment and other facilities acquired or constructed
with the proceeds of the Bonds and leased under the
Lease which together compromise a new rendering facility,
It
(m) "Purchase Agreement" means the bond purchase
agreement dated as of June 1, 1974, to be executed by
and between the Municipality and the initial Bond purchaser.
(n) "Trustee" means the bank or trust company
serving as trustee under the Indenture and its successors
and any corporation resulting from or surviving any
consolidation or merger to which it or its successors
may be a party and any successor trustee at the time
serving as successor trustee under the Indenture.
2. FINDINGS. This Governing Body does hereby
find and determine as follows:
(a) that the Lessee is a revenue producing
enterprise;
(b) that the Project is suitable for the use
of the Lessee;
(c) that the estimated cost of the Project
including all costs in connection therewith permitted
to be financed with the Bonds under Section 66.521 is
not less than $1,000,000;
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(d) that the rental payments to be made by
the Lessee under the Lease are sufficient to pay
the principal of, premium. if any, and interest
on the Bonds; and
(e) that no voting member of this Governing Body
is an officer, director or employee of the Lessee
or the Guarantor nor does any such voting member own
more than 2% of the outstanding capital stock of
Lessee or the Guarantor.
3. AUTHORIZATION TO BORROW. The Municipality
shall borrow, but only in the manner herein recited, the
sum of $1,000,,000 for the purpose of paying the costs
of acquiring and constructing the Project and paying the
costs of issuing and selling the Bonds, which borrowing
shall be evidenced by its Bonds issued pursuant to
Section 66.521.
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4. DESIGNATION, -" DENOMINATION, TENOR AND MATURITY
OF BONDS CREATED FOR ISSUANCE. The Bonds shall be designated
CITY OF MUSKEGO INDUSTRIA~~~VELOPMENT REVENUE BONDS, SERIES A
(MUSKEGO RENDERING CO. INC PROJECT), and shall be in the
principal amount of $1,000,000 dated June 1, 1974, and shall
mature and bear interest from their date as follows:
Maturity Interest Maturity Interest
(Dec. 1) Amount Rate (Dec. 1) Amount Rate
1976 $100,000 5-114% 1981 $100
1977 100,000 5-112% 1982 100
1978 100,000 5-314% 1983 100
1980 100,000 6-114% 1985 100
1979 100,000 6% 1984 100
9 000 6-112%
,000 6.70%
',OOO 6.80%
',OOO 6.90%
,000 7%
Interest shall be payable on December 1, 1974, and semiannually
thereafter on the first day of each June and December in each
calendar year until paid. Both principal of and interest on
said Bonds shall be payable in lawful money of the United
States of America at the principal office of First Wisconsin
Trust Company, Milwaukee, Wisconsin, as paying agent, and/or
at the office of any successor or additional paying agent
approved by the Municipality.
The Bonds shall be issuable as Coupon Bonds
in the denomination of $5,000. The Bonds shall be numbered
from 1 upward in the order of their maturities.
5. BONDS AS LIMITED OBLIGATIONS. The Bonds and
the attached coupons (if any) shall in no event be or be
considered a general obligation or indebtedness of the
Municipality, nor shall they constitute an indebtedness of
the Municipality, nor shall they give rise to any pecuniary
liability of the Municipality, nor shall they constitute a
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0 charge against the Efunicip;lliCy's general crcclit 01- t;lxillg
powers; the Bonds and the attached coupons (if my) slxlll
be payable solely from the rentals and other funds and
revenues that may be available therefor under the terms
of the Lease and the Indenture 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 funds of the Municipality other than the rentals and
other revenues and funds to be received by the Municipality
from the Lessee or the Trustee pursuant to the Lease or the
Indenture. The Bonds shall contain a recital that they are
issued pursuant to Section 66.521 of the Wisconsin Statutes.
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6. EXECUTION AND AUTHENTICATION OF BONDS. The
Bonds shall be-executed on behalf of the Municipality by
the facsimile signature of its Chief Executive, counter-
signed by the manual signature of its Clerk and shall
have impressed thereon the corporate seal of the Munici-
pality. The coupons, if any, attached to the Bonds shall
be executed by the facsimile signatures of the said Chief
Executive and Clerk. No Bond shall be sold unless first
authenticated by the Trustee, to be evidenced by the
manual signature of an authorized officer of the Trustee
on each Bond.
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7. NEGOTIABILITY OF BONDS. The coupon Bonds
shall be fully negotiable and pass by delivery, but shall
be subject to registration as to principal only, or as to
both principal and interest, in the name of the owner on
registration books to be provided for that purpose by the
Municipality at the principal office of the Bond Registrar
in the manner provided in the Indenture
8 REDEMPTION OF BONDS PRIOK TO MATURITY.. The
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Bonds shall be callable for redemption prior to maturity
only as provided in Exhibit A attached hereto and hereby
made a part hereof
Notice of the call for any redemption identifying
the Bonds to be redeemed shall be given (a) by publication
at least one time in a financial newspaper of general cir-
culation in the City of Milwaukee metropolitan area, not
less than thirty days prior to the redemption date, and
(b) by mailing a copy of the redemption notice by first
class mail at least thirty days prior to the date fixed
for redemption to the registered owner of each Bond to
be redeemed at the address shown on the registration books;
provided, however, that failure to give such notice by
mailing as aforesaid or any defect therein, shall not affect
the validity of any proceedings for the redemption of Bonds.
If all of said Bonds to be redeemed are at the time registered
as to principal (except to bearer), notice by mailing given
by first class mail to the owner or owners thereof not
less than thirty days prior to the date fixed for redemption
shall be sufficient and published notice of the call for
redemption need not be given
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Prior to the date fixed for redemption, funds
or securities in which such funds are invested shall be
placed with the Trustee to pay tne Bonds called for redemption
and accrued interest thereon to the redemption date and
the premium, if any. Upon the happening of the above conditions,
the Bonds thus called for redemption shall cease to bear
interest from and after the redemption date, shall no longer
be protected by the Indenture and shall not be deemed to
be outstanding under the provisions of the Indenture
If, because of the temporary or permanent suspen-
sion of the publication or general circulation of any news-
paper or financial publication or for any other reason, it is
impossible or impractical to publish such notice of call or
redemption in the manner herein provided, then such publica-
tion in lieu thereof as shall be made with the approval of the
Trustee shall constitute a sufficient publication of notice.
9. APPROVAL OF BOND FG. The Bonds and the cou-
pons attached thereto, if any, shall (with appropriate in-
sertions) be substantially in the form set forth in the
Indenture.
10. SALE OF THE BONDS. The sale of the Bonds to
First Wisconsin National Bank of Milwaukee, Milwaukee, Wisconsin,
for 100% of the par value thereof plus accrued interest
to the date of delivery is hereby authorized and approved,
it being hereby specifically determined that such manner
of sale is advantageous to the Municipality
11 CREATION -~ OF CONSTRUCTION ~ FUND. There is
hereby created by the Municipality and ordered established
with the Trustee a trust fund to be designated with the
names of the Municipality and the Company which shall be
used to pay the acquisition and construction costs of the
Project and such other costs in connnection with the acquisition
and construction of the Project and the issuance and sale
of the Bonds as are permitted to be paid from the proceeds
of the Bonds under Section 66.521. in accordance with the
Indenture. There shall be deposited in said Construction
Fund the entire proceeds received upon sale of the Bonds
but excluding: (a) any accrued interest paid upon the
sale of the Bonds; and (b) capitalized interest to the
extent designated by the Lessee and permitted by Section
66.521. The Municipality hereby authorizes and directs
the Trustee to withdraw sufficient funds from said Construction
Fund pursuant to requisition of the Lessee as provided
in the Indenture and Lease to make the aforesaid payments
as the same become due and payable. The Municipality further
authorizes and directs the Trustee to transfer from the
Construction Fund to the Bond Fund (referred to in paragraph
12 hereof) any moneys which are not needed for the purposes
for which the Bonds are issued, as provided in the Indenture.
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12. CREATION OF BOND FUND; SECURITY FOR PAYMENT
OF BONDS. There is hereby created by the Municipality and
ordered established with the Trustee a trust fund to be
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designated with the names of the Municipality and the
Company which shall be used to pay the principal of, premium
if any, and interest on the Bonds There shall be deposited
into said Bond Fund when received: (a) the accrued interest
received upon the sale of the Bonds; (b) capitalized interest
to the extent designated by the Lessee and permitted by
Section 66.521; (c) all rental payments specified in the Lease,
which are to be used for the purpose of paying the principal
of, premium, if any, and interest on the Bonds; and (d) all
other moneys received by the Trustee under and pursuant to
any provisions of the Lease or the Indenture and which are
required thereby to be placed in the Bond Fund. Moneys in
said Bond Fund, except any moneys that may remain therein
after payment in full of principal, premium, if any, and
interest, and other costs and expenses in connection with
the administration of the Indenture, shall be used for the
payment, purchase on the open market, or redemption of the
Bonds at or prior to maturity and the payment of interest
thereon as provided in the Indenture, and the Municipality
hereby authorizes and directs the Trustee to withdraw
sufficient funds from said Bond Fund to pay the Bonds and
interest thereon as the same become due and payable or to
purchase Bonds on the open market as provided in the Lease
and Indenture. The Bondholders shall have a first lien on
all moneys in the Bond Fund and the Trustee, as trustee,
shall have a first lien on the rental payments and all other
income and revenues to be paid by the Lessee pursuant to
the Lease for the payment of principal, premium if any,
and interest on the Bonds under the Lease for the benefit of
the Bondholders, subject always to the Lease and the Inden-
ture. Said rentals and other income and revenues of and
under the Lease derived from the Project are hereby irrevoc-
ably pledged for the payment of the Bonds and interest and
premium, if any, thereon.
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13. RESERVE " AND " PROPERTY INSURANCE AND AWARD
FUNDS; INTEREST COMPENSATION FUND. There are hereby created
by the Municipality and ordered established, if necessary,
with the Trustee, funds in which are to be deposited such
net proceeds of certain sales, insurance and condemnation
awards as may be provided in the Lease and the Indenture.
The Trustee is authorized to withdraw funds from said trust
funds to be applied as provided in the Lease and the Indenture.
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14. APPOINTMENT OF TRUSTEE, BOND REGISTRAR ." AND
PAYING AGENT. First Wisconsin Trust Company, Milwaukee,
Wisconsin, is hereby appointed and approved as Trustee
and Bond Registrar under the Indenture. First Wisconsin Trust
Company, Milwaukee, Wisconsin, is hereby appointed and
approved as paying agent for the Bonds under the Indenture.
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15. INVESTMENT OF FUNDS HELD BY TRUSTEE. Any
moneys neld as a part of the Construction Fund or the Bond
Fund or any sales, insurance or condemnation loss trust
funds may be invested and reinvested by the Trustee at the
direction of the Lessee in (a) obligations issued or guaran-
teed by the United States, (b) obligations issued or guaran-
teed by any person controlled or supervised by and acting as
an instrumentality of the United States pursuant to authority
granted by the Congress of the United States, (c) obligations
issued or guaranteed by any state or political subdivision
thereof, (d) prime commercial paper, (e) prime finance company
paper, (f) banker's acceptances, (9) repurchase agreements
secured by obligations issued or guaranteed by the United
States or an instrumentality thereof, and (h) certificates
of deposit issued by commercial banks which are members of
the federal reserve system and which have combined capital,
surplus and undivided profits of at least $5,000,000. How-
ever, no investments shall be made in the Trustee's own
commercial paper or in banker's acceptances issued by the
Trustee or upon which the Trustee receives a commission or
other compensation. All investments shall be made for the
account of the fund for which they were acquired.
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16. MAINTENANCE -~ AND REPAIR ~ OF PROJECT. ~ The mainte-
nance and repair costs of the Project, all taxes in connection
therewith and other charges will be assumed and paid by the
Lessee under the Lease, and accordingly, the Municipality
shall have no obligation with respect thereto and all such
costs, expenses, taxes and fees and charges shall be paid by
the Lessee, as provided in the Lease. In view of the useful
life of the Project and of the rental payments which the Lessee
shall be required to pay pursuant to paragraph 18 hereof, it
is the finding and determination of this Governing Body that
the Lessee shall not be required to build up or maintain re-
serves for depreciation or for maintenance and repair; it
is hereby specifically found and determined that the afore-
said rental payments, together with the Lessee's obligations
to maintain, repair and insure adequately protect the interest
of the Municipality in the Project.
17. INSUKING THE PROJECT. The Lessee will take
out and continuously maintain in effect or cause to be
taken out and continuously maintained in effect during the
term of the Lease insurance with respect to the Project in
the amount and with coverage as provided in the Lease.
The Municipality shall not be obligated to take out such
insurance or to pay the cost thereof but shall be fully
protected thereby, it being the intent and purpose that the
Lessee pay all costs in connection with obtaining, pro-
curing and maintaining the foregoing insurance coverage.
The proceeds of any recovery under the foregoing insurance
policies shall be used and disposed of in the manner pro-
vided in the Lease and the Indenture.
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18. DETEWINATION OF GN'. The Lease shall pro-
vide that the Lessee make basic rental payments (directly to the Trustee for deposit into the Bond Fund for the account
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of the Municipality) in amounts sufficient for thc payment
when due of the principal of, premium, if any, and interest
on the Bonds. Said amounts shall be payable by the Lessee:
(a) not less than two business days in advance of each stated
maturity date of Bond principal and/or interest; and (b) not
less than forty-five days in advance of each Bond redemption
date prior to stated maturity. The precise dollar amounts
of said rental payments need not be expressed in the Lease,
but rather may be provided for by way the formula hereinabove
provided. The Trustee is directed to supply the Lessee, from
time to time as appropriate, with schedules of the dollar
amounts of the basic rental payments then required by appli-
cation of said formula, which schedules shall separately
identify the principal and interest components of said basic
rent. In addition to said basic rentals, the Lease shall
require the Lessee to pay all lawful taxes and assessments
and all utility and other similar charges to the end of making
the Lease a "net lease". The Lease shall not require the
Lessee to make regular payments into any reserve fund for
the retirement of the Bonds
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19 OPTIONS GRANTED LESSEE. The Lessee shall
have the option to purchase the Project pursuant to the pro-
visions of the Lease for an amount of money which when added
to the amount then on deposit in the Bond Fund will be suf-
ficient to pay the principal of and redemption premiums, if
any, on the then outstanding Bonds, plus accrued interest on
the Bonds to the redemption date, plus an amount of money
equal to the Trustee's and paying agent's fees and expenses
under the Indenture accrued and to accrue until such final
payment and redemption of the Bonds, plus the sum of One
Dollar ($1.00) and all other amounts due and owing or to be-
come due and owing to the Municipality pursuant to the Lease.
The Lessee shall also have an option to purchase any unimproved
land of which the Project is comprised for the price and upon
the conditions provided in the Lease.
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20. ADDITIONAL SECURITY- REMEDIES UPON EVENT OF
DEFAULT. The Bonds shall be additionally secured by a first
mortgage on the real estate comprising the Project and a first
security interest in the machinery and equipment comprising
the Project, subject only to the Lease and encumbrances per-
mitted under the Indenture.
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Upon occurrence of an Event of Default which has
not been remedied as provided in the Indenture, and upon the
filing of a suit or other commencement of judicial proceedings
to enforce the rights of Trustee and holders of the Bonds under
the Indenture, and at all times subject to the Indenture, the
Trustee or the holders of the Bonds, among other rights and
remedies, shall be entitled to the appointment of a receiver.
The receiver may enter and take possession of the Project
and administer, lease and maintain the same, with power
to charge and collect rentals sufficient to pay principal
of, interest on and redemption premiums, if any, on the
outstanding Bonds and for the payment of operating expenses
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e and to receive and apply all income and revenues thereafter
arising therefrom in the same manner and to the same extent
as the Municipality might do under the Lease, Indenture,
this Resolution and Section 66.521.
In addition, upon the occurrence of an Event of
Default which has not been remedied as provided in the
Indenture, ‘the Trustee for and on behalf of the holders of
the Bonds may foreclose the Indenture on the Project and
to the extent that such rights may lawfully be waived,
neither the Municipality nor anyone claiming through it or
under it shall set up, claim or seek to take advantage of
any stay, extension or redemption laws now or hereafter in
force in order to prevent or hinder the enforcement of the
Indenture or the forclosure of the Indenture and the
Municipality for itself and all who may claim through or
under it hereby waives to the extent it nay lawfully do so
the benefit or all such laws under which it might be entitled
under the laws of the State of Wisconsin. In addition, the
Trustee shall have all the rights, powers and privileges,
upon the occurrence of an Event of Default, as are specified in
the Indenture or as may be provided by law.
All moneys received by the trustee pursuant to
any right given or action taken under the Indenture which
after payment of the costs and expenses of the proceedings
resulting in the collection of such moneys and of the
expenses, and liabilities and advances, incurred or made
by the Trustee under the Indenture and after payment of
all taxes, special assessment and utility charges then due
to the Municipality in connection with the Project but not
paid, shall be applied as provided in the Indenture.
21. APPROVAL ”- OF DOCUMENTS; AUTH_O_R_ITY TO.-EXECUTE.
Definitive drafts of the following documents have been presented
to this Governing Body and are hereby approved with such appro-
priate insertions and modifications as shall not be inconsis-
tent with the provisions hereof, Section 66.521 or the form of
Bond set forth in the Indenture:
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(a) The Purchase Agreement;
(b) The Lease;
(c) The Mortgage and Indenture of Trust;
(d) A guaranty agreement, dated as of June 1,
1974, from Tampa Soap 6 Chemical Corp. to
the Municipality;
(e) A guaranty agreement, dated as of June 1,
1974, from Carl Wauer and his wiie to
the Municipality; and
(f) A guaranty agreement, dated as of June 1,
1974, from the Lessee to the Trustee.
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The Chief Executive and Clerk are hereby authorized and
directed to execute, acknowledge where appropriate, and
deliver said documents for and in the name of the Municipality
with such changes therein as may be approved by said officials,
which approval shall be conclusively evidenced by the execution
and delivery of said documents. Unless a referendum shall be
required on the question of the issuance of the Bonds, the
Chief Executive and Clerk are hereby authorized and directed
to execute and deliver the Bonds as herein and in the Purchase
Agreement provided.
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22. ADDITIONAL DOCUMENTS. Thc Chief Executive
and Clcrk oL thc Municipality and their authorized dcputics
and othcr officials of the Municipality are hereby authnrized
to prepare or to have prepared and to execute, file and
deliver, as appropriate, a11 such other documents, opinions,
certificates, affidavits, and closing instruments as may be
required by this Resolution or deemed necessary by.said
officials -, subject -to the approval of the City Attorney.
23. ISSUANCE WITHOUT ELECTION; PUBLICATION OF
NOTICE. The Clerk shall cause notice of adoption of this
Resolution to be published once in the MUSKEGO-LAKELAND HUB,
a newspaper of general circulation in the Municipality, in
the following form:
NOTICE TO ELECTORS
OF THE
CITY OF MUSKEG0
TAKE NOTICE that the Common Council of
the City of Muskego, Wisconsin, v$s;;tar
meeting held, the 23 day of
1974, adopted a resolution authorizi
issuance of $1,000,000 of City of Muskego
Industrial Development Revenue Bonds, Series A
(Muskego Rendering Co. Inc. Project) pursuant
to Section 66.521 of the Wisconsin Statutes.
These Bonds are for the purpose of financing
an industrial project in the City of Muskego
and leasing the same to Muskego Rendering Co.
Inc., a Wisconsin corporation.
THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS
OF THE CITY OF MUSKEGO NOR SHALL THE BONDS GIVE
RISE TO ANY PECUNIARY LIABILITY OF THE CITY NOR
SHALL THE BONDS BE A CHARGE AGAINST THE GENERAL .
CREDIT OR TAXING POWERS OF THE CITY. RATHER,
THE BONDS SHALL BE PAYABLE SOLELY FROM THE
REVENUES AND OTHER AMOUNTS DERIVED OR RESULTING
FROM THE LEASING OR SALE OF SAID PROJECT.
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In the event that the revenues from the leasing
or sale of said project are insufficient to pay the
principal of, premium, if any, and interest on the
Bonds, the City may be required to surrender
possession of the said project and to cooperate
with the Bondholders in selling or leasing said
project or in securing the appointment of a
receiver for said project, as the case may be.
This resolution may be inspected by any elector
of the City at the City Hall during business hours
during the thirty days next following publication
of this Notice.
TAKE FURTHER NOTICE THAT THE ELECTORS OF THE
CITY OF MUSKEG0 MAY PETITION FOR A REFERENDUM ON
THE QUESTION OF THE BOND ISSUE. Unless within
thirty days following the publication of this
Notice a petition signed by not less than 5%
of the registered electors of the City is filed
with the City Clerk requesting a referendum
upon the question of the issuance of the Bonds,
the City will issue the Bonds without submitting
the proposition to the electors of the City
for approval.
If such a petition is filed as aforesaid, then the
Bonds shall not be issued until approved by a major-
ity of the electors of the City voting thereon
at a general or special election.
City Clerk w
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PASSED AND APPROVED ON ,&&l I 23 , 1974. i'
Kayor Y I
[SEAL OF MUNICIPALITY]
Attest:
Clerk
Recorded Jy , 1974.
Clerk
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1, Bette J. Bowyer , being first duly sworn,
do hereby depose and certify that I am the duly appointed,
qualified and acting Clerk of the City of Muskego, in the
County of Waukesha, State of Wisconsin, and as such I have
in my possession, or have access to, the complete corporate
records of said City and of its Common Council and officers;
that I have carefully compared the transcript hereto attached
with the aforesaid corporate records; and 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. Iw.3 entitled:
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RESOLUTION AUTHORIZING INDUSTRIAL
(MUSKEG0 RENDERING CO. INC. PROJECT)
DEVELOPMENT BONDS ISSUE, SERIES A
WITNESS my hand and the corporate seal of said
City hereto affixed at Muskego, Wisconsin, this -73
day of ~AC , 1974.
.. -. _. -.
[SEAL OF MUNICIPALITY]
STATE OF WISCONSIN )
COUNTY OF WAUKESHA )
) ss
Subscribed and sworn to before me this day, the date
last above written.
rf6tary Pub1,c
I
My commission expires: 4/76
[Notarial Seal]
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EXHIBIT A
REDEMPTION " PROVISIONS
[Pursuant to Parazrauh 8 of the Resolution
to which this Exhibit is attached and made
a part, the Bonds are callable for redemp-
tion prior to maturity as provided below]
1. Extraordinary Event Redemption. The Series A
Bonds shall be subject to redemption prior to maturity upon
the occurrence of any of the following events together with
the exercise by the Lessee of its option to purchase the
Project upon such occurrence as provided in the Lease, in
which case the Bonds may be called for redemption prior to
their stated maturities, in whole but not in part, at 100%
of the principal amount of the Bonds so redeemed plus
accrued interest to the redemption date:
"
e
(a) the damage or destruction of the Project
to the degree specified in the Lease, or
(b) the condemnation of the Project to the
degree specified in the Lease; or
(c) the Project is adjudged to be a public
nuisance or its operation is enjoined as specified
in the Lease; or
(d) as a result of any changes in the
Constitution of the State of Wisconsin or the
Constitution of the United States of America or
of legislative or administrative action (whether
state or federal), or by final decree, judgment
or order of any court or administrative body
(whether state or federal), the Lease shall have
become impossible of performance in accordance with
the intent and purposes of the parties expressed
therein, or unreasonable burdens or excessive
liabilities shall have been imposed on the Munici-
pality or the Lessee including without limitation
federal, state or ad valorem, property or income
taxes not in existence as of the date of the Lease.
2. Mandatory Redemption. There shall be a mandatory
redemption of Bonds prior to their stated maturities, at
108% of the principal amount of the Bonds so redeemed plus
accrued interest to the redemption date, in the event that:
(a) the interest payable on any of the Bonds shall be in-
cludable in the gross income of a holder thereof other than
a holder who is a "substantial user" of the Project or a
"related person" as such terms are used in Section 103(~)(7)
of the Internal Revenue Code of 1954, as amended, and (b) the
Lessee is obligated to purchase the Project as provided in
the Lease.
Exhibit A, Page 1
3. Optional Redemption. Except as provided in
paragraphs 1. and 2. above, the Bonds shall be non-cnllnble
for redemption prior to December 1, 1974. The Bonds outuring
on or after December 1, 1976 (exclusive of those Bonds called
for redemption pursuant to paragraphs 1. and 2. above), shall
be subject to redemption by the Municipality prior to maturity,
in whole or in part, on December 1, 1974, and on any interest
payment date thereafter, at 100% of the principal amount of
Bonds so redeemed, plus accrued interest to the redemption
date, and without premium.
a
4. Partial Redemption. If less than all of the
Bonds at any time outstanding are to be called for redemption
prior to maturity, the Trustee shall apportion the funds avail-
able for such prior redemption between the Bonds of each of the
several maturities then outstanding in the proportion, as nearly
as may be, that the original principal amount of Bonds of such
maturity bore to the original principal amount of all of the
Bonds. If less than all of the Bonds of a particular maturity
at the time outstanding are to be called for prior redemption,
the particular Bonds of such maturity to be redeemed shall be
sclcctcd by lot by the Trustee in such manner as the Trustee,
in its discretion, may determine. The Trustee shall call
for redemption in accordance with the foregoing provisions as
many Bonds as will, as nearly as practicable, exhaust the
moneys available therefor. Particular Bonds shall be redeemed
only in the principal amount of $5,000 each.
Exhibit A, Page 2
PXSOLUTION #143-74
STATE
OF
WISCONSIN
The Common Council ("Governing Body") of the City
of Muskego, Wisconsin ("Municipality") met in
session at o'clock .M. on , 19 8
' at the CityTall in theMunicipality. The meeting was called
to order and there were present
Mayor of the Municipality, in the chair ("Chairman") and
the following named aldermen ("Members") :
Absent:
* * * * *
The Governing Body investigated and found that
Resolution No. 176-73 of the Governing Body, adopted October 23,
1973, had approved (upon conditions) the issuance of industrial
development revenue bonds by the Municipality in order to fin-
ance an industrial project for Muskego Rendering Co. Inc.,
a Wisconsin corporation; that in pursuance of said resolution
the requisite details and mechanics of said plan of financing
had been negotiated. The Chairman announced that any member
in attendance would now be given an opportunity to express
his views for or against the proposal to issue the bonds.
After all Members, who desired to do so, had expressed their
views for or against the proposal to issue the bonds, Member I " introduced Resolution No. .- entitled:
RESOLUTION AUTHORIZING INDUSTRIAL
DEVELOPMENT REVENUE BOND ISSUE, SERIES A
(MUSKEG0 RENDERING CO. INC. PROJECT)
and moved its adoption, seconded by Member -
After due consideration of the resolution by the Governing Body,
the Chairman put the question on the motion and upon the roll
being called the following members voted:
Aye :
Exerpt Page 1
Nay :
Whereupon the Chairman declared said resolution
duly adopted and signed his approval thereto
X' * * * >k
Upon motion and vote the meeting adjourned.
e Mayor
Attest:
Clerk Y
Exerpt Page 2