CCR1995170CITY OF MUSKEGO, WISCONSIN
COMMON COUNCIL OF THE
RESOLUTION NO. /yo- ?<
FINAL RESOLUTION REGARDING
INDUSTRIAL DEVELOPMENT REVENUE BOND
FINANCING FOR STEPHEN J AND PATRICIA A. ZIEGLER
BE IT RESOLVED by the Common Council of the City of Muskego,
Wisconsin (the "City"), as follows:
Section 1. Recitals.
amended (the "Act"), the City is authorized and empowered to issue
1.01 Under Section 66.521 of the Wisconsin Statutes, as
revenue bonds to finance eligible costs of qualified "projects" (as
defined in the Act) with "eligible participants" (as defined in the
defined in the Act) , and to enter into "revenue agreements" (as
Act) .
entitled "Initial Resolution Regarding Industrial Development
1.02 By a resolution duly adopted on February 14, 1995,
Revenue Bond Financing for Stephen J. and Patricia A. Ziegler" the
City expressed its intention to issue industrial development
revenue bonds of the City in an amount not to exceed $1,800,000, to
manufacturing facility (the "Facility") located in Muskego,
finance the expansion of an approximately 56,000-square-foot
Wisconsin (the expansion of the Facility is hereinafter referred to
as the "Project") on behalf of Stephen J. and Patricia A. Ziegler
(the "Borrower"). Notice of adoption of the Initial Resolution
adopted on February 14, 1995 was published as provided in the Act,
and no petition requesting a referendum upon the question of
issuance of the revenue bonds has been filed.
1.03 A draft of a Bond Agreement (the "Bond Agreement" )
proposed to be entered into between the City, the Borrower and
Bando McGlocklin Small Business Investment Corporation, Brookfield,
Wisconsin, as Trustee (the "Trustee"), has been submitted to this
Clerk. Bando McGlocklin Small Business Investment Corporation
Common Council and is ordered filed in the office of the City
however, that they shall remain Trustee only so long as long as
shall initially assume and perform the duties of Trustee; provided,
they hold all of the Bonds. Immediately upon the sale of any of
the Bonds to a third person, Bando McGlocklin Small Business
to approval by the City and the acceptance of such appointment.
Investment Corporation shall appoint a successor Trustee, subject
@ and determined that:
Section 2 Findinss and Determinations. It is hereby found
constitutes a "project" authorized by the Act;
(a) based upon the advise of Bond Counsel, the Project
advise of Bond Counsel, it is hereby found and determined that (b) a public hearing has been held and based upon the
such public hearing was held in accordance with the provisions
of Section 147 (f) of the Internal Revenue Code of 1986, as
amended;
Project is and the effect thereof will be to promote the
(c) the purpose of the City's financing costs of the
public purposes set forth in the Act;
Development Revenue Bonds, Series 1995 (Institutional Products
(d) it is desirable that the City issue its "Industrial
Corporation Project), 'I in the aggregate principal amount of
upon the terms set forth in the Bond Agreement, under the
$1,600,000 (in this resolution referred to as the "Bonds")
provisions of which the City's interest in the Bond Agreement
and legal fees) and the loan repayments will be assigned to
(except for rights to indemnification, administrative expenses
the Trustee as security for the payment of principal of and
under the Bond Agreement;
interest on and premium, if any, on all the bonds outstanding
(e) the loan repayments charged in the Bond Agreement
are fixed, and are required to be revised from time to time as
provide for prompt payment of principal of and interest on and
necessary so as to produce income and revenue sufficient to
premium, if any, on the Bonds issued under the Bond Agreement
when due; the amount necessary in each year to pay the
principal of and interest on the Bonds is the sum of the
principal and interest on the Bonds due in such year, whether
on a stated payment date, a redemption date, or otherwise; the
Bond Agreement provides that the Borrower shall provide for
the maintenance of the Project in good repair and keeping it
properly insured; and
(g) under the provisions of the Act, the Bonds shall be
limited obligations of the City and the Bonds do not
constitute an indebtedness of the City, within the meaning of
any state constitutional provision or statutory limitation,
and do not constitute nor give rise to a charge against the
City's general credit or taxing powers or a pecuniary
liability of the City.
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Section 3 Awprovals and Authorizations; Authentication of
TranscriDt.
3.01 The publication in the official newspaper of the City of
the notice for the public hearing referred to in Section 2(b) of
this resolution, and such notice of public hearing as so published,
are approved.
3.02 This resolution shall constitute the approval of the
Bonds within the meaning of Section 147(f) of the Internal Revenue
Code of 1986, as amended, and the Bonds are hereby approved. There
is hereby approved the issuance by the City of its industrial
development revenue bonds (specifically, the Bonds) in an aggregate
principal amount of $1,600,000 to finance the Project on behalf of
the Borrower
The Bonds shall initially be taxable bonds of the City. When
Allocation of Wisconsin's Unified Volume Cap for Private Activity
and if the Borrower makes application for and receives an
Bonds as required by Section 146 of the Code, the City and the
Borrower shall, upon receiving direction from the City Attorney and
bond counsel, within ten (10) days of receiving such Allocation,
take all action and execute such documents, agreements, instruments
or certificates as are deemed necessary or desirable by the City
Attorney and bond counsel, to convert the Bonds to tax-exempt
obligations of the City, including, but not limited to the filing 0 of the Internal Revenue Servie Form 8038.
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and City Clerk are hereby authorized and directed in the name and
3.03 The form of the Bond Agreement is approved. The Mayor
on behalf of the City to execute the Bond Agreement (with such
Attorney), and either one of them or both of them are authorized
additions, deletions and amendments as may be approved by the City
and directed to execute such other documents, agreements,
instruments or certificates as are deemed necessary or desirable by
the City Attorney and bond counsel, including a Closing
Certificate, Tax Agreement, No Arbitrage Certificate and Internal
Revenue Service Form 8038.
and upon the terms set forth in the Bond Agreement, which terms,
3.04 The City shall proceed to issue the Bonds, in the form
provisions and maturity, are for this purpose incorporated in this
including, without limitation, interest rates, redemption
resolution and made a part hereof.
McGlocklin Capital Corp., Brookfield, Wisconsin (the "Original
The proposal of Bando
Purchaser") , to purchase the Bonds at par plus accrued interest, if
any, to the date of delivery and upon the terms and conditions set
Mayor and City Clerk are authorized and directed to execute the
forth in the Bond Agreement is hereby approved and accepted. The
Bonds as prescribed in the Bond Agreement and to deliver them to
the Trustee (together with a certified copy of this resolution and
any other documents required by the Bond Agreement) for
authentication and delivery to the Original Purchaser.
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3.05 The Mayor, City Clerk and other officers of the City are
authorized and directed to prepare and furnish to the Trustee, the
Original Purchaser and bond counsel certified copies of all
proceedings and records of the City relating to the Bonds, and such
other affidavits and certificates as may be required to show the
facts relating to the legality and marketability of the Bonds as
such facts appear from the books and records in the officers’
custody and control or as otherwise known to them; and all such
certified copies, certificates and affidavits, including any
heretofore furnished, shall constitute representations of the City
as to the truth of all statements contained therein.
3.06 The approval hereby given to the various documents
referred to in this resolution includes the approval of such
additional details therein as may be necessary and appropriate for
their completion and such modifications thereto, deletions
Attorney. The execution of any document by the appropriate officer
therefrom and additions thereto as may be approved by the City
of officers of the City herein authorized shall be conclusive
evidence of the approval by the City of such document in accordance
with the terms hereof.
Dated: August 22, 1995
APPROVED as of August - , 1995:
David L. De Angelis, Mayor
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CERTIFICATION BY CITY CLERK
I, Jean K. Marenda, being first duly sworn, hereby certify
that I am the duly qualified and acting Clerk of the City of
Muskego, County of Waukesha, State of Wisconsin, and as such I have
in my possession, or have access to, the complete corporate records
of said City and of its Common Council; that I have carefully
compared the transcript hereto attached with the aforesaid records;
and that said transcript hereto attached is a true, correct and
complete copy of all the records in relation to the adoption of
Resolution No. entitled
FINAL RESOLUTION REGARDING
FINANCING FOR STEPHEN J. AND PATRICIA A. ZIEGLER
INDUSTRIAL DEVELOPMENT REVENUE BOND
I hereby further certify as follows:
1. Said resolution was considered for adoption by the Common
Council at a meeting held at the City Hall, W182 S8200 Racine
Avenue, Muskego, Wisconsin at 7:30 p.m. on August 22, 1995. Said
meeting was a regular meeting of the Common Council and was held in
open session in compliance with Subchapter IV of Chapter 19 of the
Wisconsin Statutes.
public notice thereof was given not less than twenty-four (24)
2. Said resolution was on the agenda for said meeting, and
hours prior to the commencement of said meeting in compliance with
Section 19.84 of the Wisconsin Statutes, including, without
limitation, by posting on the bulletin board in City Hall, by
notice to those news media who have filed a written request for
notice of meetings, and by notice to the official newspaper of the
City
Angelis, who chaired the meeting. Upon roll, I noted and recorded
3. Said meeting was called to order by Mayor David L. De
that the following Common Council members were present:
and that the following Common Council members were absent:
0 I noted and recorded that a quorum was present.
Various matters and business were taken up during the course
of the meeting without intervention of any closed session. One of
the matters taken up was said resolution, which was introduced, and
its adoption was moved by and seconded by
Council members who desired to do so had expressed their views for
. Following discussion and after all Common
or against said resolution, the question was called and, upon roll
being called and the continued presence of a quorum being noted,
the recorded vote was as follows:
&:
Abstain:
resolution adopted, and I so recorded it.
Whereupon, the chairperson of the meeting declared said
of the City hereto on August 22, 1995.
IN WITNESS WHEREOF, I have signed my name and affixed the seal
[MUNICIPAL SEAL] By :
Jean K. Marenda, City Clerk
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