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CCR19800544 COMMON COUNCIL OF THE CITY OF MUSKEGO, WISCONSIN RESOLUTION NO. 54-80 INITIAL RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING ON BEHALF OF PARACLETE INCORPORATED 'e AND/OR WARD A. SWENSON (hereinafter "Company" ) has been considering constructing and equipping a new facility for the storage and milling of grain; the conversion and distillation of the grain to alcohol to be used as a gasoline additive commonly called "gasohol"; the storage and distribution of agricultural by-products; and to provide office, laboratory space and other plant facilities (hereinafter, the "Project"); and, WHEREAS, Paraclete Incorporated and/or Ward A. Swenson WHEREAS, such a facility would contribute to the gainful employment, business opportunities and general welfare of the City's citizens and the preservation and enhancement of its tax base; and, WHEREAS, in considering contructing and equipping such a facility, the Company has represented to the City that it would be an encouragement and an inducement for the Company to locate these facilities in the City if the project could be financed with industrial development revenue bonds; and, WHEREAS, the proposed project is to construct a facility of Company's business of producing gasohol (hereinafter, the "Project") approximately 200,000 square feet, and equip the same for the at a cost of not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000.00); and, WHEREAS, it is in the best interest of the City to promote, attract, stimulate, rehabilitate and revitalize commerce, industry and the economy of the City; and to stimulate the flow of private investment into the community; and, ' 0 and manufacturing; to promote the betterment of the environment I Council that it is in the best interest of the City to encourage WHEREAS, it is the finding and determination of this Common and induce the Company to proceed.with the Project in the City in order to provide and retain gainful employment for its citizens; stimulate private investment in the community; preserve and enhance its tax base: and otherwise promote the general welfare of its inhabitants; and, WHEREAS, the City, as a municipal corporation organized and existing under and pursuant to the laws of the State of Wisconsin, is authorized by Section 66.521(3) of the Wisconsin Statutes to, in addition to the exercise of other powers: (a) Construct, equip, re-equip, acquire by gift, lease or purchase, install, reconstruct, rebuild, rehabilitate, improve, supplement, replace, maintain, repair, enlarge, extend or remodel industrial projects. (b) Borrow money and issue revenue bonds to 'e finance all or any part of the costs of the construction, equipping, reequipping, acquisition, purchase, installation, reconstruction, rebuilding, rehabilitation, improving, extending or remodeling of industrial projects and the supplementing, replacing, maintaining, repairing, enlarging, improvement of sites therefor. (c) Enter into revenue agreements with eligible participants with respect to industrial projects. NOW, THEREFORE, BE IT RESOLVED, by the Common Council as follows: b 1. Subject to the conditions enumerated in Paragraph 2 below, this Common Council agrees that the City shall work toward the consummation of a Plan of Financing pursuant to which the City shall: e (a) Issue industrial development revenue bonds in exceed Eight Million Five Hundred Thousand Dollars an amount equal to the cost of the Project, not to ($8,500,000.00) (hereinafter the "Bonds"), in order to finance said Project. Said Bonds shall be payable pursuant to the terms of a lease, sale, loan, install- solely out of the revenues derived from the Company ment purchase or similar agreement (hereinafter the "Revenue Agreement") ; * B (b) Enter into a Revenue Agreement with the Company whereby the Company agrees to construct the Project when due, the principal of and interest on the Bonds so and to pay the City an amount of funds sufficient to pay, issued for the Project: (c) Structure a sale of the Bonds with such maturities, interest rates and redemption features as the Company shall propose, provided that such terms shall be substantially similar to the terms of similar bonds securing the obligations of companies having substantially equivalent credit worthiness of that of the Company. 2. The aforesaid Plan of Financing contemplates and is conditioned upon the following: (a) That the Bonds shall never constitute an indebtedness of the City within the meaning of any state constitutional provision OK statutory limitation: (b) That the Bonds shall not constitute nor give officials nor a charge against the City's general credit or rise to a pecuniary liability of the City, its officers or taxing powers: taxation in the same amount and to the same extent as though (c) That the Project shall be subject to property the Project were not financed with industrial development revenue bonds : (d) That the Company shall find a purchaser for all of the Bonds: and (e) That the out-of-pocket costs, including any of the Bonds shall be paid either from the proceeds of trustee fees, in connection with the issuance and sale the Bonds or by the Company. 3. The appropriate officials of the City are hereby authorized to negotiate with the Company and the prospective purchaser(s) of the Bonds reqarding the terms of the Plan of Financing and other matters pertinent to the bond issue. However, the authority hereby given is subject to the Common Council authorization and approval required by Section 4 below. the City nor be finally implemented unless and until: 4. The Plan of Financing shall not be legally binding upon (a) The City Clerk shall have caused notice of general circulation in the City and the electors of the this resolution to be published once in a newspaper of City shall have been given the opportunity to petition for a referendum on the matter of the aforesaid bond issue as required by law: and (b) Either no such petition shall be timely filed or such petition shall have been filed and said referendum shall have approved the bond issue; and (c) The details and mechanics of the Plan of Financing are authorized and approved by a further resolution of this Common Council. 5. The City Clerk is directed, following adoption of this I resolution, to publish notice of such adoption not less than one time in the official newspaper of the City, such notice to state that unless within 30 days from the date of adoption of this the registered electors of the City shall be filed with the City resolution a petition signed by not less than five percent (5%) of Clerk requesting a referendum upon the question of the issuance of the Bonds, the issuance of such Bonds will not be submitted to the substantially the form attached as Exhibit A and incorporated herein by reference. 1 electors of the City for approval. Said notice shall be in 9 6. This Resolution is an "initial resolution" within the meaning of Section 66.521(2)(g), Wisconsin Statutes, and a "bond resolution or other similar official action" within the meaning of under Section 103 of the Internal Revenue Code of 1954, as amended. It shall be effective immediately upon its passage and approval and remain effective until March e, 1983 or until such later date as this Common Council may specify by further resolution. Section 1.103-8(a) (5) of the Treasury Regulations promulgated Adopted this 25 day of March , 19 - 80 Attest: I City Clerk Exhibit A NOTICE TO ELECTORS OF THE WAUKESHA COUNTY, WISCONSIN CITY OF MUSKEG0 TAKE NOTICE that the Common Council of the City of Muskego, Milwaukee County, Wisconsin, at a lawful meeting held on the 25th day of March, 1980, adopted a resolution pursuant to Section 66.521 of the Wisconsin Statutes, authorizing the issuance of not Revenue Bonds on behalf of Paraclete Incorporated and/or Ward to exceed $8,500,000 principal amount of Industrial Development A. Swenson (hereinafter, "Company" will be used to refer to any or all of said persons). These Bonds are for the purpose of milling of grain: the conversion and distillation of the grain to constructing and equipping a new facility for the storage and alcohol to be used as a gasoline additive commonly called "gasohol": the storage and distribution of agricultural by-products: and to provide office, laboratory space and other plant facilities. 0 THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY 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 POWER OF THE CITY. RATHER, THE BONDS SHALL BE PAYABLE SOLELY FROM THE REVENUES AND OTHER AMOUNTS DERIVED FROM A REVENUE AGREEMENT TO BE ENTERED INTO WITH THE COMPANY. the City at the City Hall, during business hours during the thirty days next following publication of this Notice. The initial resolution may be inspected by any elector of TAKE FURTHER NOTICE THAT THE ELECTORS OF THE CITY MAY PETITION FOR A REFERENDUM ON THE QUESTION OF THE BOND ISSUE. Section 66.521(10)(d), Wisconsin Statutes, provides: without submitting the proposition to the electors of the munici- pality for approval unless within 30 days from the date of public- ation of notice of adoption of the initial resolution for such bonds, a petition, signed by not less than 5% of the registered electors in the municipality, by 10% of the number of electors of the municipality voting for the office of governor at the last with the clerk of the municipality requesting a referendum upon general election as determined under Sec. 115.01(13), is filed the question of the issuance of the bonds. If such a petition is filed, the bonds shall not be issued until approved by a majority 8 of the electors. of the municipality voting thereon at a general or special election." A> / "(d) The governing body may issue bonds under this section 0 electors of the municipality, or, if there is no registration of /S" ur. p /J& Betty Bowyer B CLERK'S CERTIFICATE REGARDING CONSIDERATION AND ADOPTION OF AN INITIAL RESOLUTION and certify that: I, Betty Bowyer, being first duly sworn, do hereby depose Clerk of the City of Muskego, Waukesha County, State 1. I am the duly elected, qualified and acting of Wisconsin. 2. I have in my possession, or have access to, Common Council. the complete corporate records of said City and its correct and complete copy of Resolution No. entitled "Initial Resolution Regarding Industrial Development Revenue Bonding on Behalf of Paraclete Incorporated and/or Ward A. Swenson." 3. The resolution attached hereto is a true, 54-80 the Common Counc'l at a meeting held in the City Hall commencing at p.m. on March 25, 1980. Said meeting was a regular meeting of the Common Council held in open session in compliance with Subchapter IV, Chapter 19, of the Wisconsin Statutes. 4. Said resolution was considered for adoption by meeting and public notice thereof was given not less 5. Said Resolution was on the agenda for said than twenty-four hours prior to the commencement of said meeting by posting an agenda at the City Hall, written request for notice of meetings, and by providing providing notice to those news media who have filed a notice to the official newspaper of the City. 6. Said meeting was called to order by Mayor Jerome J. Gottfried who chaired the meeting. The following Aldermen were present: Ford, Pietruszynski, Salentine, Tomczyk, Van Lanen and Weed. and the following Aldermen were absent: Dumke 7. upon motion made by Alderman Ford and seconded byAlderman Salentine , said Resolution was discussed and duly adopted. The recorded vote was as follows: Aye: Aldermen Ford, Pietruszynski, Salentine, Tomczyk, Van Lanen and Weed. Nay: None Abstaining: None be published in the form and manner specified in said Resolution. 8. I have caused the "Notice To Electors" to IN WITNESS WHEREOF, I have executed this Certificate in my official capacity this 26 day of March , 1980. ( SEgL ) STATE OF WISCONSIN ) COUNTY OF WAUKESHA ) Subscribed and sworn to before me this day, the date last above written. 1 ss .. -_ , (Notary Seal)