CCR1974286”” .- ”
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RESOLUTION $1286-74
- RESOLLITTION AUTllORlZING
INDUSTRIAL DEVELOI’I\II~Nl RT3XNUIJ lWNDS, SERIES 1974
(KOTTKBAlARCOlT I’ROJECT)
W-IERJXS, in rcsolutions consitlcred July 23, 1974 and adopted Allgust 13,
1974, and rcstnlcd and adopted November 12, 1974, by thc Common Council of tlle
City of Aluskcgo, \V;~ukcsha County, \Visconsin (sometimes hercin callcd the “City” or
the “Issuer”), thc Issuer cxprcssed its intent, and n~~lhorizctl and dircctetl ils officers, to
work toward the consummation or n financing agrcclncnt pursunnt to which tllc City
would issuc its industri:d tlcvclopnlcnt rcvcnue bonds pursuant to Scction 66.521,
\Visconsin Statutcs, as amcndcd (ihc “Act”), in a11 amount not to escced .S300,000 for
the purpose of financing t11c costs of acquiring and constructing an ind~~strial project in
the City to consist of land, building, equipment and site improvements (the “Projcct”) to
be owncd by the City and leascd, with oplions to purchase, to Gordon V. Kottlx and
Robert A. Mnrcott, principal stocltlioldcrs, (the “Plincipal Stocl~holdcrs”) of Interstate
Tool & EngineeriG Corporation (the “Company”); and
\WEREAS, in reliance upon such rcsolution, the Principal Stoclrholdcrs hnvc
purchased land and colnlnenced construction thcreon of a nlanuracturing and office
facilia, the acqujsition of cquiplncnt lo be utilizcd in connection tlicrewith antl the
payment of related costs, has entered into negotiations with Cudahy Marine Bank as
purchascr (the “l’urcllaser”) for purclme of the bonds to be so issucd and causcd to be
prepared and herewith submitted to this Common Council forms of thc following
documents:
(a) Lease Agreement, including options to purchase the Project, between
the Issuer as lessor and the Principal Stockholders as lessee (annexed herero as
Exlubit “A”, incorporated herein by reference and referred to herein as tile
“Lease”);
(b) Modgage and lndenturc of Trust bctwecn the lssucr and hlnrine
National Exchange Bank of Milwaukee, as Trustce, (annexcd llcreto as Exhibit
B , incorporatcd llercin by rcference and refcrrcd to Ilercin as the “lndcnturc”);
(c) Projcct ~inallcing Agrccnlcnt alllonG illc issucr, thc l’rincip;!i
Stocklloltlcrs ;II~ thc I’urch;~s~x (;lllncxctl I~crclo :IS IXxllii>it “C”, incorporated
hcrcin by rcfcrclicc, ;lnd rcfcrrctl lo ;IS 111c “Agrccnlcnt”); ;1nd
,‘ .,
(d) Sublcnsc Agrccnlcnt bclwccn thc Principal Stocklloldcrs as Sublcssor
and the Company ;IS Sublcsscc (nnncxctl hcrclo ;IS I’xllibit “I)”, incorpomtcd
hcrcin by rcfcrcnce and rcfcrrcd 10 Ilcrcin as thc “Sul)icase”).
WHEREAS, thc ;Icquisition antl Icasing of tllc Projcct. tllc issuancc of tllc Dontls
by thc Issucr, and tlrc mortgagc or tllc l’rojcct and other rcal cstatc and plcdgc of tllc
. .
rents and other revenucs to the Trustce undcr the Indcnturc, a herein recited and
providcd, in the judgnlcnt of this Common Council, will serve tllc intcntlcd
accomplishments and in all respects conform to the provisions and requirements of the
Act; and
e IVIIEIEAS, the Principal Stockholders have made reprcscntations to thc Issucr
that the cstimated cost of thc Project to bc financed with the bonds is an amount not to
excecd $225,000 and that the useful life of all of the real estate and a substantial portion
of the equipment included in the Projcct is estimated to bc at lcast 15 years; and
WHEREAS, tllc Principal Stockholders represent and agrcc that they will lease the
Projcct and rclated real estate as described abovc, pay all cxpcnscs with respcct thereto,
and comply with all the terms and provisions of the Lease so that full dcbt service will
be providcd in ordcr to meet payments of principal of and interest on the Bonds and the
Principal Stockholders azee that their representations have been expressly relied upon by
the lssucr in the adoption of this Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF hIUSKEC0,
WISCONSIN, THAT,
1. Dejifinitiorls. The terms “Series 1974 Bonds”, “Bond Fund”, “Bondl~older”,
“Project Fund”, “Trust Estate” and “Trustee” shall have the sane meanings as defined in
the Indenture.
2. Determitlation. This Common Council hereby finds and determines that:
(a) the estimated cost of the Project as more particularly defined in the
Indenture including all costs in connection thercwith permittcd to be financed
with the Series 1974 Bonds (the ‘‘Bonds”) undcr the Act is $225,000;
(b) the useful life of all of the real estate and a substantial portion of the
equipmcnt included in the Project is not less than fifteen (15) years;
(c) the rcntal payments to be made in each year as .specified in Scction
5.2 of thc Leasc are sufficient to pay the principal of and intcrest on the Bonds:
and
(d) no reserve fund nccd bc estnblisl~cd in connection with the rctiremcnt
of thc Bonds or nlaintcnancc of the Projcct.
3. Iss~re of Scrics 1974 h’orrds. Thc lssucr shall issuc its Bonds in tl~c amount of
Two Iluntlrcd Twenty-Five Tllons;~nd Dollm (5225,000) for thc purposc of acquiring
and constructinp thc l’rojcct. Tllc Donds slrnll be sold to the I’urcllascr in ;vxordancc with
e thc terms and conditions set forth in tllc Agrccmcnt. The Bonds sluall bc issued pursuant
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to lllc Act, sllnll bc dcsignaicd, dntcd, in tllc form, and 11avc tllc ~naturitics and bcar
intcrcst as providcd in illc Intlcnlurc. All dctails pci-t;lining to thc Ilonds as providcd in
thc Indcnturc arc 11crcby ;dopled as and lor tllc tle1nils approved by tl~is Issucr. Thc
Bonds sldl not bc a general ob1ig;Ition or indcbtcdnrss of tllc issucr nor give risc to a
pecuniary liability of tl~c Issucr or a char:c against its gcncral crcdit or taxing powcrs,
‘out shall be payablc solcly from tllc rentals and otl~cr rcvcnucs that nuy bc available
thcrcfor from the Lcm and in no evcnt shall the Bonds or thc intcrcst tllcrcon or any
other costs or expcnscs in connection thercwith or with tllc I’rojcct cver bc payablc from
. any fulids of the Issucr othcr tllan the rentals and othcr rcvenues to be reccivcd by the
Issuer under the Leasc. Tl~c rental payments whcn paid by lhc I’rincipal Stockholdcrs,
pursuant to tllc Leasc, sl~all bc paid dircctly to the Trustcc for the account of the Issucr
so long as any of the Ilonds shall bc outstanding and unpaid. Tllc Bonds sliall be
executed on bchalf of thc Issuer by its Mayor and its Cily Clerk a~~d shall have its
corporate seal impressed tllcreon.
4. Approval arid Excculiotr of DO~III~CII/S. Subjcci to swdl changes or rcvisions
thcrcin as Quarks and Brady as Bond Counscl (“Bond Counsel”) or Counsel for the
Issucr may rcquirz and approvc, the Indenture, Lcasc, Sublcasc and Agrccmcnt, in
substaptially tllcir rcspcctive forms prcscnicd to this Inecting and attachctl hereto. arc
cxccutc and dcliver the Indenture, Leasc and Agccnlcnt, will1 such revisions, chan;cs, or
dclctions 3s may be so rcquircd and approved by Bond Counsel and Counsel for tl~c
Iwer. Said Mayor, City Clerk and City Treasurcr and thcir autholizcd deputies and othcr
orficials of tile lssucr arc hcrcby aulhorized to prepare or to have prcparcd and to
exccutc, tile and deliver, as appropriate, ‘all such docunlcnts, iinancin: statements,
opinions, ccrtificates, affidavits, and closing or post-closing instruments (including but not
Linlitcd to amendments of the Indcniure and Lease not requiring the consent of
Bondllolders pursuant to Sections 11.01 and 12.01 of the Indenture) as may be required
by this resolution or deemed necessary by said officials or by Bond Counsel.
e hcrcby ap,)rovcd. Thc Mayor and thc City Clerk are authorizcd on bclialf of the Issuer io
5. Appoirllrmwl of Truslec. Furfds; fttvcshlettf Dirccliorn. The Marine National
Exchange Bank of Milwaukee, Milwaukee, Wisconsin, is hcrcby designated as Trustee
under the Indenture.
There arc hcreby created by the Issucr and ordcred cstablished with thc Trustce
the following trust funds:
(;I) thc I’iojcct 1‘untI as t1cscriI)cd in Section 5.06 of Ll~c I~~tlcn~urc to bc
uscrl solcly io pay il~c costs of ll~c I’rojcct :ind SIICII otl~cr costs LIS arc provitlcd to
bc paid thcrcfrom in tllc Intlcniurc. l’hc Issllcr I~crcby aulhorizcs and dirccis t11c
Trustcc (a) to witl~tlrnw sufricicnt Il~nds from said I’mjcct I’untl to III;I~C tllc
aforcsaid paymcnts as the same become duc and Iuynblc, and (b) to Ir;insfcr
from tlx I’rojcct Fund to tl~c Uond Fund any moncys which arc not nccdcd mr
tl~c purposes for which thc Bonds arc issucd in thc tnailncr and at tlx tinlc
providcd in the Indcnture.
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(b) thc Uond Fund ;LS dnscribcd in Scction 5.02 of tllc lndcnturc to bc
used to pay ilx principal ond intcrcst on thc Uonds and such othcr costs as arc
providcd to bc paid tllcrct'roin in tllc Indcntui-c. Tllc Issuer Ilcrcby acllllorizcs and
dirccis thc Tnlstcc to withdl-nw sufficient funds from llie llond Fund to pay tllc
i3onds, prcmiuin, if any, and intcrcst thercon as thc snmc bccomc due and
pnyablc. The Ilondl1oltkrs shall have a first licn on all moncys in tlrc Bond Fund
and the Tnistcc shall llavc a rust licn on the rental paymcnts and a11 other
paynlcnts in conncction with thc I'rojcct required to bc paid by the Principal
Stocklloldcrs for the paylncnt of principal, premium, if any, and intcrcst on the
Bonds under thc Lcac for thc bcncfit of the 13ondholdcrs subjcct always to the
Lease and Indenture. Said rcntals and other payments reccivcd by Issuer under
the Lease with respect to the Project are hereby irrevocably pledged for the
payment of the Bonds and interest thereon.
The Issuer authorizes and directs the Trustee to invest and reinvest
moncys in the Project Fund and the Bond Fund as set forth in Article VI of the
Indenture.
6. Cerfaitl Indentwe I'rovisio/u. The Bonds and the intercst thereon shall bc
additionally secured by a mortgage and security interest covering the Trust Estate
including additions, improvements or extensions thereafter madc thereto, as provided in
the Indenture.
I. Ceriaitl Lease Provisions; Purchase of the Project. The Lease provides, inter alia,
that:
(a) Thc maintenance and repair costs of the Project, taxes in connection
therewith, other charges and insurance protccting thc Issuer with rcspect to tile
Projcct will be taken out, assumed and paid by tllc Principal Stockholders. Thc
Issuer 113s no obligation with respect thereto. The procceds of any rccovery undcr
the forcgoing insurance policies shall be used and disposed of in the manner
provided in the Lease and Indenture.
(b) Tllc Principal Stockholdcrs agec to purchase and thc Issucr agecs to
scll tllc Projcct for $10 at thc cancellation, tcnnination or cxpiraiion of the Lcnsc
tcmi and following full payrncnt of the Bonds and otllcr cxpcnscs rcquircd to bc
paid in conncction tllercwitll or provision for payment tllcrcol having been nudc
as required in tllc Indcnturc.
(c) Thc Principal Stockholders sllall makc rental paymcnts (dircclly to thc
Trustcc for dcposit in tl~c Bond Fund ;nld for thc account of thc Issuer) in
anlounts sufficicnt for pnylncnt from tllc Bond Fund wllcn duc of llic principal
of, premium, if any, and intcrcst on .LIK Bonds.
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9. Nolorice. Notice of the adoption of this rcsolution pursuant tu xcr~on
893.23(2), Wisconsin Statutcs, whicli noticc is included in the form of notice attaclled
hereto, shall bc published in such form as a class 1 noticc in tl~c official ncwspnpcr of the
Issuer, An action or proceedins to contcst the validity of tlic Bonds issued pursuant to
tl-is resolution must be commenccd within thirty (30) days after the date of such
publication.
Adopted .............................................. , 1974
Approved .............................................. 1974
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Mayor