CCR1985237ARESOLUTION #237-85
RESOLUTION AUTHORIZING
WAUKESHA COUNTY, WISCONSIN
CITY OF MUSKEGO,
(EDWARD H. LANKE AND ERLA M. LANKE PROJECT)
INDUSTRIAL DEVELOPMENT REVENUE BOND
(THE "BOND" )
SERIES 1985
WHEREAS, in a resolution adopted August 23, 1983 (the "Initial
Resolution") by the Common Council of the City of Muskego, Waukesha
County, Wisconsin (sometimes herein called the "City" or the
directed its officers, to work toward the consummation of a
financing agreement with Wisconsin Coil Spring, Inc., a Wisconsin
corporation (the "Lessee"), Edward H. Lanke and/or Erla M. Lanke,
his wife (individually or in any combination), pursuant to which
pursuant to Section 66.521, Wisconsin Statutes, as amended (the
the City would issue its industrial development revenue bonds
"Act"), in an amount not to exceed $1,000,000 for the purpose of
financing costs of acquiring land, constructing improvements and
equipping facilities to be initially used in connection with
manufacturing springs and wire products and related manufacturing
activities; and
II Issuer"), the Issuer expressed its intent, and authorized and
and Erla M. Lanke (jointly and severally, the "Participants")
WHEREAS. it has since been determined that Edward H. Lanke
wlll undertake the financing in the City of the construction of a
new free standing facility adjacent to the existing facility at
Participants (the "Existing Facility") and the acquisition of
S89 W19151 Apollo Drive in the City presently owned by the
equipment and related improvements for such facilities (hereinafter
referred to as the "Project"), and that the Project will be
initially owned by the Participants and leased to and operated by
the Lessee pursuant to a Lease Agreement between the Participants
and the Lessee (the "Lease"); and
WHEREAS, in reliance upon such Initial Resolution, the
Participants have commenced such construction, equipping and re-
into negotiations with the initial purchaser (the "Purchaser")
lated improvements and the payment of related costs, have entered
for purchase of the Bond to be so issued and caused to be prepared
documents:
and herewith submitted to this Common Council forms of the following
(a) Mortgage, Loan and Security Agreement between the
Issuer and the Participants pursuant to which the
Participants to finance the Project and related costs,
Issuer agrees to loan the proceeds of the Bond to the
together with the Participants' Note, dated the date of
the closing of the Bond, containing their promise to
repay such loan with interest as set forth therein
(referred to herein as the "Loan Agreement" and "Note",
respectively); and
e (b) Indenture between the Issuer and State Bank, Hales
Corners (the "Assignee"), as Assignee (referred to
herein as the "Indenture"); and
(c) Project Financing Agreement among the Issuer, the
Participants and the initial purchaser of the Bond
(referred to herein as the "Agreement"); and
(d) First Amendment to Mortgage, Loan and Security Agreement
with respect to the below described Series 1978 bond
issue (the "First Amendment"); and
Council drafts of the Loan Agreement and Note, Indenture, Agree-
ment and First Amendment; and
WHEREAS, there have been presented to and received by this
WHEREAS, the Issuer has previously issued its $250,000 City
of Muskego, Waukesha County, Wisconsin Industrial Development
Revenue Bonds (Edward H. Lanke and Erla M. Lanke Project) Series
the Series 1985 Bond) to finance the construction and equipping
1978 (pursuant to an indenture separate from the Indenture for
of the Existing Facility; and
I
WHEREAS, the issuance of the Bond by the Issuer, the creation
of a mortgage on and a security interest in the Mortgaged Property,
Agreement and its revenues to the Assignee under the Indenture,
as defined in the Loan Agreement, and the assignment of the Loan
as 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
WHEREAS, the Participants have made representations to the
Issuer (to be supported by appropriate documentation) that the
estimated cost of the Project, together with related costs, is an
amount which will be at least $600,000; and
enter into the Loan Agreement with respect to the Project and
WHEREAS, the Participants represent and agree that they will
Mortgaged Property, issue the Note, pay all expenses with respect
thereto, and comply with all the terms and provisions of the Note
order to meet payments of principal of, premium, if any, and
and Loan Agreement so that full debt service will be provided in
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.
~
CITY OF MUSKEGO, WISCONSIN, THAT:
NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE
"Bondholder", "Mortgaged Property" and "Construction Fund" shall
1. Definitions. The terms "Assignee", "Series 1985 Bond",
have the same meanings as defined in the Indenture. The term
"Bond" when used herein shall refer to the Series 1985 Bond, 0 unless the context otherwise requires.
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described, this Council hereby finds and determines that:
2. Determination. Based on the representations hereinbefore
(a) 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 5600,000;
(b) the loan payments to be made in each year as specified
pay the principal of and interest on the Bond;
in Section 3.6 of the Loan Agreement are sufficient to
(c) no reserve fund need be established in connection with
the retirement of the Bond or maintenance of the Project
and Mortgaged Property; and
(d) the anti-discrimination provision included in the Loan
Agreement is satisfactory in all respect to the Issuer.
3. Issue of Series 1985 Bond. The Issuer shall issue its
Bond in the amount of Six Hundred Thousand Dollars ($600,000) for
The Bond shall be sold to the Purchaser i.n accordance with the
the purpose of financing the Project and other authorized costs.
be issued pursuant to the Act, shall be designated, dated, in the
terms and conditions set forth in the Agreement. The Bond shall
0 Indenture. All details pertaining to the Bond as provided in the
form, and have the maturity and bear interest as provided in the
this Issuer. The Bond shall not be a general obligation or
Indenture are hereby adopted as and for the details approved by
tutional provision or statutory limitation and shall not constitute
indebtedness of the Issuer within the meaning of any state consti-
nor give rise to a pecuniary liability of the Issuer or its
officers or a charge against the Issuer's general credit or
taxing powers, but shall be payable solely from the payments and
other revenues that may be available therefor from the Loan
Agreement and Note or in the event of default thereon as other-
wise 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 Loan Agreement and Note. The payments when paid by the
paid directly to the Assignee for the account of the Issuer so Participants pursuant to the Loan Agreement and Note, shall be
long as the Bond shall be outstanding and unpaid. The Bond shall
be executed on behalf of the Issuer by its Mayor and City Clerk
or their authorized deputies in their absence, shall have its
corporate seal impressed or imprinted thereon and may be in
by law.
typewritten form. Facsimile signatures may be used as permitted
.@ changes or revisions therein as Quarles &. Brady as Bond Counsel
4. Approval and Execution of Documents. Subject to such
i"Bond Counsel") or Counsel for the Issuer may aDDrove, the
Indenture, Note; Loan Agreement, Agreement an; Fiist Amendment,
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are hereby approved. The Mayor and the City Clerk or any of
in substantially their respective forms presented to this meeting,
their authorized deputies if necessary, are authorized on behalf
Agreement and First Amendment, with such revisions, changes or
of the Issuer to execute and deliver the Indenture, Loan Agreement,
deletions as may be approved by the signatories thereto, which
approval shall be conclusively proved by their execution of such
documents. Said Mayor and City Clerk and their authorized deputies
and other officials of the Issuer are hereby authorized to prepare
or to have prepared and to execute, file and deliver, as appropriate,
all such documents, financing statements, opinions, certificates,
affidavits and closing or post-closing instruments as may be
required by this resolution or deemed necessary by said officials
or by Bond Counsel.
5. Appointment of Assignee; Funds; Investment Directions.
designated as Assignee under the Indenture.
State Bank, Hales Corners, Hales Corners, Wisconsin, is hereby
The Assignee shall establish the Construction Fund described
in Section 302 of the Indenture to pay Project Costs and other
amounts authorized in the Indenture.
vested in accordance with Section 302 of the Indenture.
Monies in the Construction Fund shall be invested and rein-
@ The Bond and the interest thereon shall be additionally secured
6. Certain Indenture Provisions and Additional Security.
by a mortgage on and a security interest in the Mortgaged Property,
by an assignment of the Lease from the Participants to the Assignee
as provided in the Loan Agreement and the Indenture, as well as
and by a guarantee of the payment of the principal of, premium,
if any, and interest on the Bond pursuant to a guaranty agreement
between the Lessee and the Assignee.
7. Certain Provisions of the Loan Agreement. The Loan
Agreement provides, inter alia, that:
The maintenance and repair costs of the Project and the
Mortgaged Property, taxes in connection therewith, and
other charges and insurance with respect to the Project
and the Mortgaged Property will be taken out, assumed
and paid by the Participants. The Issuer has no obliga-
under the foregoing insurance policies shall be used
tion with respect thereto. The proceeds of any recovery
and disposed of in the manner provided in the Loan
Agreement and the Indenture.
Note and Loan Agreement in the amounts sufficient for
The Participants shall make payments pursuant to the
payment when due of the principal of, premium, if any,
and interest on the Bond.
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0 tions, obligations and agreements of the Issuer contained in this
8. Covenants Binding Upon Issuer. All covenants, stipula-
the Agreement and the First Amendment shall be deemed to be the
resolution and in the Bond, the Loan Agreement, the Indenture,
covenants, stipulations, obligations and agreements of the Issuer
to the full extent authorized or permitted by law, and such
binding upon the Issuer and its successors from time to time and
covenants, stipulations, obligations and agreements shall be
upon any body to which any powers or duties affecting such covenants,
stipulations, obligations and agreements shall be transferred by
or in accordance with law. Except as otherwise provided in this
resolution, 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 Loan
Agreement, the Indenture, the Agreement or the First Amendment
board or body as may be required by law to exercise such powers
shall be exercised or performed by the Issuer or by such officers,
and to perform such duties.
No covenant, stipulation, obligation or agreement herein
contained or contained in the Bond, the Loan Agreement, the
to be a covenant, stipulation, obligation or agreement of any
Indenture, the Agreement or the First Amendment shall be deemed
his or her individual capacity and neither the members of this
officer, agent or employee of the Issuer or of this Council in
Council nor any officer executing the Bond nor any other officer
or employee of the Issuer shall be liable personally on the Bond 0 or be subject to any personal liability or accountability for any
act or omission related to the authorization or issuance thereof.
and City Clerk and their authorized deputies are hereby designated
9. Persons Responsible for Issuing the Bond. The Mayor
as the officers responsible for issuing the Bond within the
meaning of Section l.lO3-13(a)(2)(ii)(C) of the Income Tax Regula-
tions for the Internal Revenue Code of 1954, as amended.
10. Approval. This Resolution is our approval as required
by Section 103(k) of the Internal Revenue Code of 1954, as amended,
and the regulations thereunder. This Resolution was adopted
after a public hearing held pursuant to reasonable public notice.
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@ face amount of the Bond and the initial owners, operator and
The Project and the location of the Project, maximum aggregate
manager of the Project will be as described in this Resolution.
Adopted , 1985
City Clerk
Approved , 1985
JA025C:D
Mayor
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