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CCR19782025 RESOLUTION $1202-78 RESOLUTION AUTHORIZING CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN ' INDUSTRIAL DEVELOPMENT REVENUE BONDS (EDWARD H. LANKE AND ERLA M. LANKE PROJECT) (THE "BONDS" ) WHEREAS, in a resolution adopted February 28, 1978 by the Common Council of the City of Muskego, Waukesha County, Wisconsin expressed i;ts intent, and authorized and directed its officers, (sometimes herein called the "City" or the "Issuer"), the Issuer to work toward the consummation of a financing agreement with which the City would issue its industrial development revenue Edward H. Lanke and Erla M. Lanke (the "Borrowers") pursuant to bonds pursuant to Section 66.521, Wisconsin Statutes, as amended (the act")^, in an amount not to exceed $250,000 for the purpose manufacturing facility (the "Building") on land in the City owned of financing the costs of, among other things, constructing a by the Borrowers (the "Project Real Estate") (which land and building and related improvements are referred to herein as the Estate are to be initially leased by the Borrowers to Wisconsin "Project") which Building and a portion of which Project Real be used by the Company in connection with its business of manufac- Coil Spring, Inc., a Wisconsin corporation (the "Company") and to turing springs and wire products and related manufacturing and service activities; and WHEREAS, in reliance upon such resolution, the Borrowers have commenced such construction and the payment of related costs, have, entered into negotiations with an initial purchaser (the "Purchaser") for purchase of the bonds to be so issued and caused to be prepared and herewith submitted to this Common Council forms of the following documents: Mortgage, Loan and Security Agreement between the Issuer and the Borrowers pursuant to which the Issuer agrees to loan the proceeds of the Bonds to the Bor- rowers to finance the Project and related costs, to- gether with the Borrowers' Note containing its promise to repay such loan with interest as set forth therein reference and referred to herein as the "Revenue Agree (;annexed hereto as Exhibit "A", incorporated herein by ment" and "Note", respectively) ; and Indenture of Trust between the Issuer and M&I Marshall &' Ilsley Bank, Milwaukee, Wisconsin, as Trustee (annexed hereto as Exhibit l'B", incorporated herein by reference, and referred to herein as the "Indenture'); Prolect Financing Agreement among the Issuer, the Borrowers and the Purchaser (annexed hereto as Exhibit "Cql, incorporated herein by reference, and referred to as the "Agreement" ) ; I I, I (d) Lease Agreement between the Borrowers and the Company (annexed hereto as Exhibit "D" , incorporated herein by reference, and referred to as the "Lease") ; and (e) Assignment of Lease Agreement among the Borrowers, the Company and the Trustee (annexed hereto as Exhibit "E", incorporated herein by reference, and referred to as the 'hAssignmenttt ) ; I WHEREAS, the issuance of the Bonds by the Issuer, the crea- tion of a mortgage and security interest in the Project and the pledge of the Revenue Agreement and its revenues to the Trustee under the Indenture, as herein recited and provided, in the judgment oflthis Council, will serve the intended accomplishments and in all kespects conform to the provisions and requirements of the Act; and I WHEREAS, the Borrowers have made representations to the estimated cost of construction, acquisition and installation of Issuer (to be supported by appropriate documentation) that the the Projecti, together with related costs, is an amount which will be at least, $250,000 and that the useful life of the Project is estimated to be at least 20 years; and WHEREAS, the Borrowers represent and agree that they will enter into the Revenue Agreement with respect to the Project as described above, issue the Note, pay all expenses with respect thereto, anti comply with all the terms and provisions of the Note and Revenue; Agreement so that full debt service will be provided 0 in order toi meet payments of principal of and interest on the been expressly relied upon by the Issuer in the adoption of this Bonds and the Borrowers agree that their representations have Resolution;, CITY OF MUSKEGO, WISCONSIN, THAT: NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE Fund", "Bondholder", "Project Fund", "Trust Estate" and ItTrustee" 1. D'efinitions. The terms "Series 1978 Bonds", "Bond term ttBonds'" when used herein shall refer to the Series 1978 Bonds, unle'ss the context otherwise requires. 9 shall have :the same meanings as defined in the Indenture. The that: 2. Determination. This Board hereby finds and determines (a) the estimated cost of the Project as more particularly defined in the Indenture includina all costs in connec- tion therewith permitted to be financed with the Bonds under the Act is at least $250,000; Ib) t'he useful life of the Project is not less than twenty , e a -2- (c) the loan payments to be made in each year as specified in Section 3.9 of the Revenue Agreement are sufficient to pay the principal of and interest on the Bonds; and (d) no reserve fund need be established in connection with Project . the retirement of the Bonds or maintenance of the 3. Issue of Series 1978 Bonds. The Issuer shall issue its Bonds in the amount of Two Hundred Fifty Thousand Dollars ($250,000) for the purpose of financing the Project. The Bonds shall be sold to the1 Purchaser in accordance with the terms and conditions set forth in the Agreement. The Bonds shall be issued pursuant maturities and bear interest as provided in the Indenture. All to the Act, shall be designated, dated, in the form, and have the hereby adopted as and for the details approved by this Issuer. details pertaining to the Bonds as provided in the Indenture are The Bonds shall not be a general obligation or indebtedness of the Issuer within the meaning of any state constitutional provi- sion or stakutory limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers, but shall be payable solely from the pahents and other revenues that may be available there- thereon as otherwise provided herein or in the Indenture and for from the Revenue Agreement and Note or in the event of default permitted by law, 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 Issuer other than the payments and other revenues to be received by the Issuer under the Revenue Agreement and Note. The payments when paid by the Borrowers, pursuant to the Revenue Agreement and Note, 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 shall be executed on behalf of the Issuer by its Mayor and its City Clerk or their authorized deputies in their absence and shall have its corporate seal impressed or imprinted thereon. The Bonds may be issued in typewritten form. changes or revisions therein as Quarles & Brady as Bond Counsel 4. Approval and Execution of Documents. Subject to such ( "Bond Counsel") or Counsel for the Issuer may approve, the Indenture, Note, Revenue Agreement, Lease, Assignment and Agree- ment, in substantially their respective forms presented to this meeting and' attached hereto, are hereby approved. The Mayor and City Clerk or any of their authorized deputies if necessary, are authorized on behalf of the Issuer to execute and deliver the changes, or1 deletions as may be approved by the signatories Indenture, Revenue Agreement, and Agreement, with such revisions, thereto, which approval shall be conclusively proved by their execution o:f such documents. Said Mayor and City Clerk and their authorized deputies and other officials of the Issuer are hereby and deliverl, as appropriate all such documents, financing state- authorized ;to prepare or to have prepared and to execute, file ments, opinions, certificates, affidavits, and closing or post- -3- closing instruments (including but not limited to amendments of the Indenture and Revenue Agreement not requiring the consent of the Bondholders pursuant to Sections 11.01 and 12.01 of the sary by said officials or by Bond Counsel. Indenture) as may be required by this resolution or deemed neces- M&I Marshall & Ilslev Bank, Milwaukee, Wisconsin, is hereby 5. Appointment of Trustee: Funds: Investment Directions. designated as Trustee under the Indenture. - lished with1 the Trustee the following trust funds: There are hereby created by the Issuer and ordered estab- (a) The Project Fund as described in Section IV-2 of the Project and such other costs as are provided to be paid Indenture to be used solely to pay the costs of the therefrom in the Indenture. The Issuer hereby author- izes and directs the Trustee (a) to withdraw sufficient payments as the same become due and payable, and (b) to funds from said Project Fund to make the aforesaid transfer from the Project Fund to the Bond Fund any moneys which are not needed for the purposes for which the Bonds are issued in the manner and at the time provided in the Indenture. (b) The Bond Fund as described in Section IV-1 of the Indenture to be used to pay 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 suffi- cient funds from the Bond Fund to pay the Bonds, premium, if any, and interest thereon as the same become due and payable. The Bondholders shall have a first lien on the payments in connection with the Project required to be paid by the Borrowers for the payment of principal, premium, if any, and interest on the Bonds under the Revenue Agreement, Note and Indenture. Said payments received under the Revenue Agreement and Note 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 moneys in the Project and the Bond Funds as set forth in Article 6 of the Indenture. 6. Certain Indenture Provisions and Additional Security. The Bonds and the interest thereon shall be additionally secured by a mortgage covering the Project as provided in the Revenue Agreement and Indenture and by the Assignment. Revenue Agreement provides, inter alia, that: 7. Certain Provisions of the Revenue Agreement. The -4- . e (a) The maintenance and repair costs of the Project, taxes in connection therewith, and other charges and insur- ance with respect to the Project will be taken out, assumed and paid by the Borrowers. The Issuer has no obligation with respect thereto. The proceeds of any recovery under the foregoing insurance policies shall be used and disposed of in the manner provided in the Revenue Agreement and the Indenture. (b) The Borrowers shall make payments pursuant to the Note and Revenue Agreement (directly to the Trustee for deposit in the Bond Fund and for the account of the Bond Fund when due of the principal of, premium, if I~ssuer) in the amounts sufficient for payment from the any, and interest'on the Bonds. I Adopted /o- ID- 76 , 1978 City Clerk Approved 10- 10- 7d , 1978 Mayor -5-