CCR1994112RESOLUTION NO. a - 99'
CITY OF MUSJCEGO
WAUKESHA COUNTY
STATE OF WISCONSIN
INITIAL RESOLUTION AUTHORIZING
POLLUTION CONTROL FACILITY REVENUE BONDS
ON BEHALF OF EMERALD PARK INCORPORATED
IN AN AMOUNT NOT TO EXCEED $4,995,000
WHEREAS, Emerald Park Incorporated ("Emerald Park) is a Wisconsin corporation
which is engaged in business in the City of Muskego, Waukesha County, Wisconsin (the
"City"); and
WHEREAS, Emerald Park has been considering constructing a landfill and pollution
control facility (the "Project") at a cost presently estimated at $5,500,000; and
WHEREAS, it is the fding and determination of this Common Council that it is in the
best interest of the City to induce Emerald Park to proceed with the Project; 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), Wisconsin
Statutes to, in addition to the exercise of other powers:
(a) construct, equip, reequip, 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 (i) to finance all or any part of the
costs of the construction, equipping, reequipping, acquisition, purchase, installation,
reconstruction, rebuilding, rehabilitation, improving, supplementing, replacing,
maintaining, repairing, enlarging, extending or remodeling of industrial projects and the
improvement of sites therefor; (ii) to fund the whole or any part of any revenue bonds
theretofore issued by such municipality, including any premium payable with respect
thereto and any interest accrued or to accrue thereon; or (iii) for any combination of the
purpose under (i) or (ii); and
(c) enter into revenue agreements with eligible participants with respect to
industrial projects.
WHEREAS, the financing of pollution control facilities qualifies as an industrial project
eligible for financing under Section 66.521(2)(k)4. of the Wisconsin Statutes;
0 WHEREAS, the City Clerk has heretofore received a good faith estimate of attorneys'
fees in connection with the issuance and sale of the pollution control facility revenue bonds;
follows:
NOW, THEREFORE, BE IT RESOLVED, by the Common council Of the city as
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:
(a) issue pollution control facility revenue bonds in an amount equal to the
cost of the Project, not to exceed FOUR MILLION NINE HUNDRED NINETY-FIVE
THOUSAND DOLLARS ($4,995,000) (the "Bonds"), in order to finance said Project.
Said Bonds shall be payable solely out of the revenues derived from Emerald Park
pursuant to the terms of a lease, sale, loan, installment purchase or similar agreement
(the "Revenue Agreement"); and
(b) enter into a Revenue Agreement with Emerald Park whereby Emerald Park
agrees to accomplish the Project and to pay the City an amount of funds suffrcient to
pay, when due, the principal of and interest on the Bonds so issued for the Project.
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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 or statutory limitation;
(b) that the Bonds shall not constitute nor give rise to a pecuniary liability of
the City or its officers or a charge against its general credit or taxing powers;
(c) that Emerald Park shall fd a purchaser for all of the Bonds;
(d) that all necessary and reasonable expenses incurred by the City in
connection with the issuance and sale of the Bonds, including any trustee fees, shall be
paid either from the proceeds of the Bonds or by Emerald Park.
3. The appropriate offkials of the City are hereby authorized to negotiate with
Emerald Park and the prospective purchaser(s) of the Bonds regarding the tern 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.
4. The Plan of Financing shall not be legally binding upon the City nor be fmlly
implemented unless and until:
(a) the City Clerk shall have caused notice of this resolution to be published
once in The Muskeeo Sun, the official newspaper of the City, and the electors of the
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City shall have been given the opportunity to petition for a referendum on the matter of
the aforesaid bond issue as required by law;
(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;
(c) a public hearing is held (following public notice published in The Muskeeo
- Sun or in another newspaper of general circulation in the City in substantially the form
attached hereto as Exhibit A at least fourteen (14) days prior to the hearing) providing
citizens of the City reasomble opportunity to be heard regarding both the issuance of the
Bonds and the location and nature of the Project; and
(d) the details and mechanics of the Plan of Financing are authorized and
approved by a further resolution of this Common Council.
5. This Common Council hereby finds that the Project is not to be owned publicly;
no public funds are involved in the construction of the Project; and no public policy is served
by requiring Emerald Park to comply with public bidding requirements set forth in Section
66.521(11)@)1., Wisconsin Statutes, with respect to the Project. Therefore, in accordance with
the provisions of Section 66.521(11)@1)2.. Wisconsin Statutes, the City hereby waives the public
bidding requirements with respect to the Project.
6. The City Clerk is directed, following adoption of this 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 thirty (30) days from the date of publication of the notice of adoption of this
resolution a petition signed by not less than Five Percent (5%) of the registered electors of the
City (or, if there is no registration of electors in the City, by Ten Percent (10%) of the number
of electors of the City voting for the office of governor at the last general election as determined
under Section 115.01(13), Wisconsin Statutes) shall be filed with the City Clerk requesting a
referendum upon the question of the issuance of the Bonds, the issuance of such Bonds will not
be submitted to the electors of the City for approval. Said notice shall be in substantially the
form attached as Exhibit B and incorporated herein by this reference.
7. This Resolution is an "initial resolution" within the meaning of Section
66.521(2)(h), Wisconsin Statutes, a "bond resolution or other similar official action" within the
meaning of Section 1.103-8(a)(5) of the income tax regulations associated with Sections 103 and
141 of the Internal Revenue Code of 1986, as amended (the "Code"), and a "declaration of
official intent within the meaning of Section 1.150-2(d)(l) of the income tax regulations
associated with Sections 148 and 150 of the Code. As a declaration of official intent, it reflects
Emerald Park's intention to incur expenses for the cost of the Project subsequent to the date of
this Resolution which will be paid out of Emerald Park's general fund and which will be
reimbursed out of the issuance of the tax-exempt bonds to be issued by the City in an amount
not to exceed $4,995,000.
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0 8. Effective Date: This resolution shall be effective immediately upon its
adoption and approval and remain effective until May 10, 1997, or until such later date as this
Common Council may specify by subsequent resolution.
Adopted and recorded this loth day of May 1994.
CITY OF MUSKEGO, WISCONSIN
By :
David L. DeAngelis
Mayor
And 1
Jean K. Marenda
City Clerk
a (SEAL)
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Exhibit A
NOTICE OF PUBLIC HEARING
TO THE RESIDENTS OF THE
CITY OF MUSKEGO, WISCONSIN
RELATING TO THE ISSUANCE OF
POLLUTION CONTROL FACILITY REVENUE BONDS
TAKE NOTICE THAT on 1994, the Common Council of the
City of Muskego, Waukesha County, Wisconsin, pursuant to the requirements of Section 147(f)
of the Internal Revenue Code of 1986, as amended, will hold a public hearing to consider the
proposed issuance by the City of Muskego Pollution Control Facility Revenue Bonds in an
amount not to exceed $4,995,000 on behalf of Emerald Park Incorporated ("Emerald Park"),
pursuant to Section 66.521, Wisconsin Statutes. The proceeds of the Bonds will be loaned to
Emerald Park ("Borrower") for the purpose of paying the cost of constructing a landfill and
pollution control facility located on Hwy 45 in Muskego, WI 53150 (the "Project").
THE BONDS SHALL, NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY OR
ITS OFFICERS WITHIN THE MEANING OF ANY WISCONSIN CONSTITUTIONAL
PROVISION OR STATUTORY LIMITATION NOR SHALL THE BONDS GIVE RISE TO
ANY PECUNIARY LIABILITY OF THE CITY OR ITS OFFICERS 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 BORROWER.
The public hearing will be held at 7:OO p.m. at the Muskego City Hall, W182 S8200
Racine Avenue, Muskego, Wisconsin 53150. At that time all interested parties will be afforded
reasonable opportunity to be heard regarding both the issuance of the Bonds and the location and
nature of the proposed Project.
At regular or special meetings subsequent to the public hearing, the Common Council
and possibly certain other committees shall consider approval of the Bonds.
CITY OF MUSKEGO, WISCONSIN
Jean K. Marenda
City Clerk
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Exhibit B
NOTICE TO ELECTORS
OF THE CITY OF MUSKEG0
TAKE NOTICE that the Common Council of the City of Muskego, Waukesha County,
Wisconsin, at a lawful meeting held on the 10th day of May 1994, adopted a resolution pursuant
to Section 66.521, Wisconsin Statutes, authorizing the issuance of not to exceed FOUR
MILLION NINE HUNDRED NINETY-FIVE THOUSAND DOLLARS ($4,995,000) principal
amount of City of Muskego Pollution Control Facility Revenue Bonds (the "Bonds") on behalf
of Emerald Park Incorporated ("Emerald Park"). The Bonds may be issued for the purpose of
Emerald Park's paying the cost of constructing a landfill and pollution control facility (the
"Project").
THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY OR
ITS OFFICERS WITHIN THE MEANING OF ANY WISCONSIN CONSTITUTIONAL
PROVISION OR STATUTORY LIMITATION NOR SHALL THE BONDS GIVE RISE TO
ANY PECUNIARY LIABILITY OF THE CITY OR ITS OFFICERS NOR SHALL THE
BONDS BE A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE
VILLAGE. RATHER, THE BONDS SHALL BE PAYABLE SOLELY FROM THE
REVENUES AND OTHER AMOUNTS DERIVED FROM A REVENUE AGREEMENT TO
BE ENTERED INTO WITH EMERALD PARK.
The resolution may be inspected by any elector of the City at the City Hall, W182 S8200
Racine Avenue, Muskego, Wisconsin 53150 during business hours during the thirty (30) days
next following publication of this Notice.
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:
The governing body may issue bonds under this section without submitting
the proposition to the electors of the municipality for approval unless within thirty
(30) days from the date of publication of notice of adoption of the initial
resolution for such bonds, a petition, signed by not less than Five Percent (5%)
of the registered electors of the municipality, or, if there is no registration of
electors in the municipality, by Ten Percent (10%) of the number of electors of
the municipality voting for the office of governor at the last general election as
determined under Sec. 115.01(13), Wisconsin Statutes, is filed with the clerk of
the municipality requesting a referendum upon 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 of the electors of the municipality voting thereon at a general or
special election.
TAKE FURTHER NOTICE, that the Common Council of the City of Muskego has, a pursuant to Section 66.521(11)@)2, Wisconsin Statutes, adopted as a part of the resolution, a
waiver of the requirement for public bidding in the construction of this Project for the reasons
that the Project is not to be owned publicly; no public funds are involved in the construction of
the Project; and no public policy is served by requiring the Borrower to comply with public
bidding requirements with respect to the Project.
CITY OF MUSKEG0
Jean K. Marenda
City Clerk
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