Loading...
CCR1982111RESOLUTION #111-82 RESOLUTION AUTHORIZING WAUKESHA COUNTY, WISCONSIN CITY OF MUSKEGO, INDUSTRIAL DEVELOPMENT REVENUE BOND (JAMES J. BUTH AND PETER T. GEISS PARTNERSHIP- MEDICAL ASSOCIATES OF MUSKEGO, LTD. PROJECT) SERIES 1982 (THE "BOND" ) * WHEREAS, in a resolution (the "Initial Resolution") adopted March 23, 1982 by the Common Council of the City of Muskego, Waukesha County, Wisconsin (sometimes herein called the "City" or the "Issuer"), the Issuer expressed its intent, and authorized and directed its officers, to work toward the consummation of a financing agreement with James J. Buth and/or Peter T. Geiss (the "Individuals") and/or a partnership to be formed of which the Individuals are general partners and/or a corporation to be formed of which the Individuals are shareholders pursuant to which the City would issue its industrial development revenue bonds pursuant to Section 66.521, Wisconsin Statutes, as amended of financing costs of, among other things, the acquisition of (the "Act"), in an amount not to exceed $400,000 for the purpose medical clinic (which land, building, equipment and related land in the City and construction and equipping thereon of a improvements are referred to herein as the "Project") ; and WHEREAS, since the adoption of the Initial Resolution it has been determined that the land and building included in the Project will be owned by James J. Buth and Peter T. Geiss Partnership, a Wisconsin general partnership of which James J. Buth and Peter T. Geiss are presently all the general partners (the "Partnership") Muskego, Ltd., a Wisconsin corporation of which James J. Buth and and will be leased to and operated by Medical Associates of Peter T. Geiss are presently all the shareholders (the "Corpora- tion") pursuant to a Lease Agreement between the Partnership and the Corporation (the "Lease"); and that the equipment included in the Project will be owned by the Corporation (the Partnership and the Corporation are collectively referred to herein as the "Participants") ; and WHEREAS, in reliance upon such resolution, the Participants have commenced acquisition, construction and equipping of the Project and the payment of related costs, have entered into negotiations with the initial purchaser (the "Purchaser") for and herewith submitted to this Common Council forms of the follow- ing documents: purchase of the Bond to be so issued and caused to be prepared (a) Mortgage, Loan and Security Agreement between the Issuer and the Participants pursuant to which the Issuer agrees to loan the proceeds of the Bond to the Participants to finance the Project and related costs, together with the Participants' joint and several Note containing their promise to repay such loan with interest as set forth therein (referred to herein as the "Revenue Agreement" and "Note", respectively) ; and (b) Indenture of Trust between the Issuer and Independence Bank Waukesha N.A., Waukesha, Wisconsin, as Trustee (referred to herein as the "Indenture"); and (c) Project Financing Agreement among the Issuer, the Participants and the Purchaser (referred to as the II Agreement") ; and Council drafts of the Revenue Agreement, Note, Indenture and Agreement; and WHEREAS, there have been presented to and received by this WHEREAS, the issuance of the Bond by the Issuer, the crea- tion of a mortgage and security interest in the Pledged Property, Agreement and its revenues to the Trustee under the Indenture, as as defined in the Revenue Agreement, and the pledge of the Revenue herein recited and provided, in the judgment of this Council will serve the intended accomplishments and in all respects conform to the provisions and requirements of the Act; and Issuer (to be supported by appropriate documentation) that the WHEREAS, the Participants have made representations to the estimated cost of the Project, together with related costs, is an amount which will be at least $315,000 and that the useful life of the Pledged Property is estimated to be at least 20 years; and WHEREAS, the Participants represent and agree that they will described above, issue the Note, pay all expenses with respect enter into the Revenue Agreement with respect to the Project as thereto, and comply with all the terms and provisions of the Note and Revenue Agreement so that full debt service will be provided in order to meet payments of principal of, premium, if any, and interest on the Bond and the Participants agree that their repre- sentations have been expressly relied upon by the Issuer in the adoption of this Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF MUSKEGO, WISCONSIN, THAT: "Bondholder", "Pledged Property", "Project Fund", "Trust Estate" Series 1982 Bond, unless the context otherwise requires. Indenture. The term "Bond" when used herein shall refer to the 1. Definitions. The terms "Series 1982 Bond", "Bond Fund", and "Trustee" shall have the same meanings as defined in the 2. Determination. Based on the representations hereinbe- fore described, this Council hereby finds and determines that: -2- the estimated cost of the Project as more particularly defined in the Indenture including all costs in connec- tion therewith permitted to be financed with the Bond under the Act is at least $315,000; the useful life of the Pledged Property is not less than twenty (20) years; the loan payments to be made in each year as specified to pay the principal of and interest on the Bond; in Section 3.9 of the Revenue Agreement are sufficient no reserve fund need be established in connection with the retirement of the Bond or maintenance of the Pledged Property; and the indemnity provisions of the Revenue Agreement are in all respects satisfactory to the Issuer. Bond in the amount of Three Hundred Fifteen Thousand Dollars authorized costs. The Bond shall be sold to the Purchaser in ($315,000) for the purpose of financing the Project and other accordance with the terms and conditions set forth in the Agree- ment. The Bond shall be issued pursuant to the Act, shall be interest as provided in the Indenture. All details pertaining to the Bond as provided in the Indenture are hereby adopted as and for the details approved by this Issuer. The Bond shall not be a general obligation or indebtedness of the Issuer within the meaning of any state constitutional provision or statutory limi- tation and shall not constitute nor give rise to a pecuniary liability of the Issuer or its officers or a charge against its general credit or taxing powers, but shall be payable solely from the payments and other revenues that may be available therefor from the Revenue Agreement and Note or in the event of default thereon as otherwise provided herein or in the Indenture and permitted by law, and in no event shall the Bond 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 Participants, pursuant to the Revenue Agreement and Note, shall be paid directly to the Trustee for the account of the Issuer so long as any portion of the Bond shall be outstanding and unpaid. The Bond shall be executed on behalf of the Issuer by its Mayor and its City Clerk-Comptroller or their authorized deputies in their absence, shall have its corporate seal impressed or imprinted thereon and may be in typewritten form. Facsimile signatures may be used as permitted by law. 3. Issue of Series 1982 Bond. The Issuer shall issue its designated, dated, in the form, and have the maturity and bear changes or revisions therein as Quarles & Brady as Bond Counsel ("Bond Counsel") or Counsel for the Issuer may approve, the 4 Approval and Execution of Documents. Subject to such -3- Indenture, Note, Revenue Agreement, and Agreement, in substan- hereby approved. The Mayor and the City Clerk-Comptroller or any tially their respective forns presented to this meeting, are of their authorized deputies if necessary, are authorized on Agreement, and Agreement, with such revisions, changes, or dele- tions as may be approved by the signatories thereto, which approval The Mayor and City Clerk-Comptroller and their authorized deputies shall be conclusively proved by their execution of such documents. and other officials of the Issuer are hereby authorized to prepare or to have prepared and to execute, file and deliver, as appro- priate, all such documents, financing statements, opinions, certificates, affidavits, and closing or post-closing instruments Revenue Agreement not requiring the consent of the Bondholder (including but not limited to amendments of the Indenture and 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. behalf of the Issuer to execute and deliver the Indenture, Revenue Independence Bank Waukesha N.A., Waukesha, Wisconsin, is hereby designated as Trustee under the Indenture. 5. Appointment of Trustee; Funds; Investment Directions. There are hereby created by the Issuer and ordered estab- lished with the Trustee the following trust funds: The Project Fund as described in Section IV-2 of the Indenture to be used solely to pay costs of the Project and such other costs as are provided to be paid there- from in the Indenture. The Issuer hereby authorizes and directs the Trustee (i) to withdraw sufficient funds from said Project Fund to make the aforesaid payments as the same become due and payable, and (ii) to transfer from the Project Fund to the Bond Fund any moneys which are not needed for the purposes for which the Bond is issued in the manner and at the time provided in the Indenture. The Bond Fund as described in Section IV-1 of the on the Bond and such other costs as are provided to be Indenture to be used to pay the principal and interest paid therefrom in the Indenture. The Issuer hereby cient funds from the Bond Fund to pay the Bond, premium, authorizes and directs the Trustee to withdraw suffi- if any, and interest thereon as the same become due and payable. The Bondholder shall have a first lien on the payments in connection with the Project required to be paid by the Participants for the payment of principal, premium, if any, and interest on the Bond under the Revenue Agreement, Note and Indenture. The payments received under the Revenue Agreement and Note with respect to the Project are hereby irrevocably pledged for the payment of the Bond and interest thereon. -4- The Issuer authorizes and directs the Trustee to invest and reinvest moneys in the Project Fund and the Bond Fund as set forth in Article 6 of the Indenture. e The Bond and the interest thereon shall be additionally secured by a mortgage on and a security interest in the Pledged Property as provided in the Revenue Agreement and Indenture and by an assignment of the Lease from the Participants to the Trustee. 6. Certain Indenture Provisions and Additional Security. 7. Certain Provisions of the Revenue Agreement. The Reve- nue Agreement provides, inter alia, that: (a) The maintenance and repair costs of the Pledged Prop- erty, taxes and other charges in connection therewith be taken out, assumed and paid by the Participants. and insurance with respect to the Pledged Property will 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 Participants 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 Issuer) in the amounts sufficient for payment from the Bond Fund when due of the principal of, premium, if any, and interest on the Bond. lations, obligations and agreements of the Issuer contained in 8. Covenants Binding Upon Issuer. All covenants, stipu- this resolution and in the-Bond, the Revenue Agreement, the Indenture, and the Agreement shall be deemed to be the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and such covenants, stipulations, obligations and agreements shall be binding upon the Issuer and its successors from time to time and upon any body tions, obligations and agreements shall be transferred by or in to which any powers or duties affecting such covenants, stipula- accordance with law. Except as otherwise provided in this reso- lution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the officers thereof by the provisions of this resolution, the Bond, the Revenue Agreement, the Indenture or Agreement shall be exercised or performed by the Issuer or by such officers, board or body as may duties. be required by law to exercise such powers and to perform such contained or contained in the Bond, the Revenue Agreement, the Indenture or the Agreement shall be deemed to be a covenant, employee of the Issuer or of this Council in his or her indi- stipulation, obligation or agreement of any officer, agent or vidual capacity and neither the members of this Council nor any No covenant, stipulation, obligation or agreement herein -5- a e officer executing the Bond nor any other officer or employee of the Issuer shall be liable personally on the Bonds or be subject to any personal liability or accountability for any act or omis- sion related to the authorization or issuance thereof. City Clerk-Comptroller, Treasurer and their authorized deputies 9. Persons Responsible for Issuing the Bond. The Mayor, are hereby designated as the officers responsible for issuing the Bond within the meaning of Section l.lO3-13(a)(2)(ii)(C) of the Income Tax Regulations for the Internal Revenue Code of 1954, as amended. n Adopted 1982 City Clerk-Comptroller - Approved , 1982 JTW74 : A - 6-