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CCR1995231COMMON COUNCIL OF THE CITY OF MUSKEGO, WISCONSIN RESOLUTION NO. 23 I - 5 INITIAL RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING ON BEHALF OF MICK PROPERTIES, LLC AND/OR A.G. INDUSTRIES, MC. 0 WHEREAS, the City of Muskego, Wisconsin (the "Municipality") is a municipal corporation organized and existing under and pursuant to the laws of the State of Wisconsin and is authorized by Wisconsin Statutes section 66.521, as amended (the "Act"), to: (1) issue industrial development revenue bonds to finance all or any part of the costs to construct, equip, reequip, acquire, purchase, install, reconstruct, rebuild, rehabilitate, improve, supplement, maintain, repair, enlarge, extend or remodel a project which qualifies under the Act and the improvement of the site therefor; and (2) enter into a revenue agreement with an eligible participant whereby the eligible participant agrees to cause the project to be constructed and to pay the Municipality an amount of funds sufficient to provide for the prompt payment when due of the principal of and interest on said industrial development revenue bonds; and WHEREAS, Mick Properties, LLC, a Wisconsin limited liability company, and A.G. Industries, Inc., a Wisconsin corporation (collectively the "Borrower"), have been considering undertaking a capital project in the Municipality, and the Borrower has represented to the Municipality it would be an encouragement and inducement for it to proceed if the project could be financed with industrial development revenue bonds; and WHEREAS, the project would consist of the acquisition of land, construction of a manufacturing facility and the purchase and installation of 220105WFFBT 12/05/95 '0 equipment (the "Project") for use in the borrower's the Borrower's business of the fabrication of HVAC systems and related activities; and WHEREAS, the Borrower has estimated the cost of the Project would be approximately $2,000,000; and WHEREAS, it is in the public interest of the Municipality to promote, attract, stimulate, rehabilitate and revitalize commerce, industry and manufacturing, to promote the betterment of the environment and the economy of the Municipality and to stimulate a large flow of private investment funds into the Municipality; and WHEREAS, it is the finding and determination of this body that the Municipality would derive public benefits from the Project and its operation by the Borrower, including by way of illustration but not limitation the following: the provision and retention of gainful employment opportunities for the citizens of the Municipality; the stimulation of the flow of investment capital into the Municipality with resultant beneficial effects on the economy in the Municipality; the preservation and enhancement of the Municipality's tax base; and WHEREAS, it is the finding and determination of this body that the public interest will be served if the Municipality were to encourage and induce the Borrower to undertake the Project in the Municipality; 0 NOW, THEREFORE, BE IT RESOLVED: 1 Subject to the conditions specified in paragraph 2, the Municipality shall pursue and consummate a financing having the following elements: (a) The Municipality shall issue industrial development revenue bonds pursuant to the Act in such amount not in excess of $2,000,000 as the Borrower shall request, provided, however, that the actual amount shall not be greater than the then estimated aggregate cost of providing the Project and paying the costs incident to the financing (the "Bonds"); (b) The Bonds shall be payable solely out of revenues derived from the Borrower or otherwise provided for pursuant to the terms of a loan or similar agreement (the "Revenue Agreement") to be entered into between the Municipality and the Borrower; 220105WFF:BT 01102196 2 e (c) The Revenue Agreement shall require the Borrower to acquire, construct or install the Project and to provide the Municipality with revenues sufficient to pay when due the principal of, premium, if any, and interest on the Bonds; and (d) The Bonds shall have such maturities, interest rates and redemption features as the Borrower shall propose. 2. The issuance of the Bonds by the Municipality shall be on the following conditions: (a) The Bonds shall not constitute an indebtedness of the Municipality within the meaning of any state constitutional provision or statutory limitation; (b) The Bonds shall not constitute or give rise to a pecuniary liability of the Municipality or a charge against its general credit OT taxing powers; (c) The Borrower shall be responsible for finding a 0 purchaser or purchasers for all of the Bonds; (d) The out-of-pocket costs in connection with the issuance and sale of the Bonds shall be paid either eom the proceeds of the Bonds or by the Borrower; (e) Prior to the issuance of the Bonds: [i] the electors of the Municipality shall have been given the opportunity to petition for a referendum on the matter of the Bond issue as required by the Act; [ii] either no such petition shall be timely filed or such petition shall have been filed and said referendum shall have approved the Bond issue; [iii] a public hearing shall have been held fulfilling the requirements of section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"); and [iv] this body, by further resolution, shall have authorized and approved the terms of the Bonds and the Revenue Agreement; and (0 The Bonds shall be issued pursuant to the Act, and the delivery of the Bonds shall be accompanied with the approving legal opinion of a law firm acceptable to the Municipality and the Borrower. 3. The Clerk shall cause notice of adoption of this Resolution to be published as a class 1 notice in the Municipality's official newspaper for the publication of notices pursuant to Wisconsin Statutes Chapter 985, in the form ZIOIOJWFFBT 12/OJKJJ 3 required by the Act and attached hereto, and shall cause a statement indicating be filed with the Department of Development of the State of Wisconsin withm 20 days following publication of such notice. when such public notice was published together with a copy of this Resolution to 4. This Resolution is an "initial resolution" withm the meaning of the Act and a "bond resolution or other similar offkial action" within the meaning of section 1.103-8(a)(5) of the Treasury Regulations promulgated under section 103 of the Internal Revenue Code of 1954, as amended. 5. This Resolution is the Municipality's "official intent" within the meaning of section 1.150-2 of the Treasury Regulations promulgated under the Code to issue the Bonds in an amount up to the amount set forth in paragraphs l(a) above to finance costs of the Project including reimbursement of payments made by the Borrower prior to the date of issuance of the Bonds with respect to the Project. 6. This Resolution shall be effective immediately upon its passage and approval. Unless the Bonds shall have been issued prior thereto, the authorities and authorizations given by this Resolution shall expire on the second anniversary date of the adoption of this Resolution or on such later date as this body may specify by resolution adopted either before or after such date. e 220105WFFBT 12/05/95 4 NOTICE TO ELECTORS OF THE CITY OF MUSKEGO '0 '0 TAKE NOTICE that the Common Council of the City of Muskego, Wisconsin, at a lawful meeting held on the 12th day of December, 1995, adopted an initial resolution, pursuant to Wisconsin Statutes section 66.521, authorizing the issuance of industrial development revenue bonds on behalf of Mick Properties, LLC, a Wisconsin limited liability company, and/or A.G. Indushes, kc., a Wisconsin corporation (collectively the "Company"), in a principal amount not to exceed $2,000,000. The purpose of the bond issue is to finance the cost of acquisition of land, construction of a manufacturing facility and the purchase and installation of equipment (the "Project"). The Project is expected to result in the creation of 10 new jobs at the Project site and approximately 40 employees would be relocated to the Project site from the Company's existing facilitiy in Greendale, Wisconsin. No other jobs are expected to be created, maintained or eliminated at any other location in the State of Wisconsin THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION. THE BONDS SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE CITY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXlNG POWER. THE BONDS SHALL BE LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY OUT OF REVENUES DERIVED FROM THE COMPANY OR OTHERWISE PROVIDED FOR PURSUANT TO THE TERMS OF A REVENUE AGREEMENT TO BE ENTERED INTO BETWEEN THE CITY AND THE COMPANY TAKE FURTHER NOTICE THAT THE ELECTORS OF THE CITY OF MUSKEGO MAY PETITION FOR A REFERENDUM ON THE QUESTION OF THE BOND ISSUE. Wisconsin Statutes section 66.521(lO)(d), provides: The governing body may issue bonds under this section without submitting the proposition to the electors of the municipality for approval unless within 30 days from the date of publication of notice of adoption of the initial resolution for such bonds, a petition conforming to the requirements of s. 8.40, signed by not less than 5% of the registered electors of the municipality, or, if there is no registration of electors in the municipality, by 10% of the number of electors of the municipality voting for the office of governor at the last general election as determined under 220201WFFBT 12/27/95 e s. 115.01(13), 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 governing body of the City of Muskego, Wisconsin, at a lawful meeting held on the 12th day of December, 1995, did also adopt the following resolution: WHEREAS, th~s body has adopted a resolution entitled "Initial Resolution Relating to Industrial Development Revenue Bond Financing On Behalf of Mick Properties, LLC andlor A.G. Industries, Inc." (the "Initial Resolution"); WHEREAS, the Initial Resolution provides that upon certain conditions the City of Muskego, Wisconsin (the "Municipality") shall issue industrial development revenue bonds pursuant to Wisconsin Statutes section 66.521, as amended (the "Act"), to finance a project in the Municipality to be undertaken by Mick Properties, LLC andlor A.G. Industries, Inc., a Wisconsin limited liability company (the "Borrower"); and WHEREAS, the Borrower has represented that the project would consist of the acquisition of land and construction of a manufacturing facility and the purchase and installation of equipment (the "Project"); and WHEREAS, the Borrower is responsible for construction of the Project and will be the owner of the Project upon the completion of construction; and WHEREAS, section (1 l)(b)l of the Act contains provisions requiring competitive bidding for certain construction contracts; and WHEREAS, section (1 l)(b)2 of the Act empowers the governing body of a municipality to waive the requirements of section (1 l)(b)l with respect to a particular project; NOW, THEREFORE, BE IT RESOLVED: 1. For the following reasons, the provisions of section 66.521(11)@)1 of the Act are hereby waived with respect to the Project. 220201WFFBT 12/27/95 2 0 (a) Construction of the Project is the responsibility of the Borrower and the Municipality will not control the costs, construction or operation of the Project. (b) No public funds will be extended for the construction or operation of the Project. (c) The public purpose of requiring competitive bidding for public works is not applicable to the Project in that no general funds or tax revenues of the Municipality will be used. (d) The public purpose of the Act is better served by allowing the Borrower to have complete control over contracts for construction of the Project. 2. The Clerk shall cause the foregoing resolution to be published together with the public notice of the adoption of the Initial Resolution. Dated: December 5 1995. 0 /s/Jean Marenda Clerk of the City of Muskego, Wisconsin 220201WFF:BT 12/27/95 3 APPROVAL OF RESOLUTION BY MAYOR The attached Resolution No. 231-95 , entitled INITIAL RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING ON BEHALF OF MICK PROPERTIES, LLC AND/OR A.G. INDUSTRIES, NC. which was adopted by the Common Council of the City of Muskego, Wisconsin, on December 12, 1995, is hereby approved. // I. ‘0 CERTIFICATIONS BY CLERK I, Jean Marenda, being first duly sworn, do hereby depose and certify that I am the duly @ppom%d) (elected), qualified and acting Clerk of the City of Muskego, in the 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 corporate records; that said transcript hereto attached is a true, correct and complete copy of all the corporate records in relation to the adoption of Resolution NoZE entitled: INITIAL RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING ON BEHALF OF MICK PROPERTIES, LLC AND/OR A.G. INDUSTRIES, INC. I do hereby further depose and certify as follows: 1. Said resolution was considered for adoption by the Common Counsel at a meeting held in the City Hall at 7:30 p.m. on December 12, 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. 0 2. Said resolution was on the agenda for said meeting and public notice thereof was given not less than 24 hours prior to the commencement of said meeting in compliance with Wisconsin Statutes section 19.84 including, without limitation, by posting on the bulletin board in the 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 3. Said meeting was called to order by David De Angelis, Mayor, who chaired the meeting. Upon roll I noted and recorded that the following Aldermen were present: Domonic D'Acquisto, Brian Misko, Patrick Patterson, Robert Rasmussen, Nancy Salentine, Mark Suhr 22011 IWFFBT 12/27/95 and that the following Aldermen were absent: David Sanders 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 Alderman ~‘Acquisto , and seconded who desired to do so had expressed their views for 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: by Alderman Patterson . Following discussion and after all Aldermen Aye: D‘Acquisto, Misko, Patterson, Rasmussen, Salentine and Suhr Nay. None Abstain: None 4. I have caused the “Notice to Electors” to be published in the form and place specified in said resolution; and I have filed a statement indicating when such public notice was published together with a copy of said resolution with the Secretary of the Department of Development of the State of Wisconsin witlun 20 days following the publication of said notice. IN WITNESS WHEREOF, I have signed my name and affixed the seal of the City hereto on this 29th day of December, 1995. [ Seal] ean Marenda, Clerk 220111WFF:BT 12/27/95 2 State of Wisconsin ) Waukesha County ) . ss Subscribed and sworn to before me this day, the date last above written. // L - otam Public. State of Wisconsin My commission 9-22-96 [Notarial Seal] 2201 I I WFF:BT 12/27/95 3