CCR1996133COMMON COUNCIL
OF THE
CITY OF MUSKEGO, WISCONSIN
RESOLUTION NO. ~_'3 ? - qb
RESOLUTION AUTHORIZING THE ISSUANCE OF
$1,700,000
INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1996
(MICK PROPERTES. LLC/A.G. INDUSTRIES, INC. PROJECT)
WHEREAS, the City of Muskego, Wisconsin (the "Issuer"), a
municipal corporation organized and existing under and pursuant to the laws of the
State of Wisconsin, 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 of the construction, equipping, reequipping, acquisition,
purchase, installation, reconstruction, rebuilding, rehabilitation, improving,
supplementing, maintaining, repairing, enlarging, extending or remodeling of a
project whch qualifies under the Act and the improvement of the site therefor; and
(2) enter into a revenue agreement with an eligible participant pursuant to which
the eligible participant agrees to cause said project to be constructed and to pay the
Issuer 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
0
WHEREAS, Mick Properties, LLC, a Wisconsin limited liability
company ("Mick), and A.G. Industnes, Inc., a Wisconsin corporation ("A.G.")
(Mick and A.G. are collectively referred to herein, in a joint and several capacity
as applicable, as the "Borrower"), requested the Issuer to issue industrial
development revenue bonds and on December 14, 1995 this body adopted an
initial resolution pursuant to the Act which resolved that the Issuer would issue
industrial development revenue bonds to finance the acquisition of land,
construction of a manufacturing facility and the purchase and installation of
equipment (the "Project"), to be used by the Borrower in its business of the
fabrication of HVAC systems and related activities, subject however, to the
satisfaction of certain conditions including the approval by this body of the terms
of the bonds and the revenue agreement described in the initial resolution; and
26347JMRM:LB 06/06/96
WHEREAS, on December 21, 1995, notice of the adoption of the
initial resolution was published in accordance with section 10 of the Act, and no
sufficient petition has been filed with the Clerk requesting a referendum on the
question of the issuance of the industrial development revenue bonds; and
WHEREAS, the Borrower has now requested that the Issuer provide
for the issuance of $1,700,000 principal amount of industrial development revenue
bonds upon the terms set forth in this Resolution (the "Bonds"); and
WHEREAS, the Borrower has presented the Issuer with proposed
documentation for the Bonds, as follows:
I. A Bond Purchase Agreement (the "Bond Purchase
Agreement") among the Issuer, the Borrower and M&I Northern Bank;
2. An Indenture of Trust (the "Indenture") between the Issuer
and M&I First National Bank, as trustee (the "Trustee"), providing for the creation
of the Bonds, the terms thereof and the security therefor;
3. A Loan Agreement (the "Loan Agreement") between the
Issuer and the Borrower providing for a loan of the Bond proceeds to the Borrower
on repayment terms scheduled to provide the Issuer with revenues sufficient to
retire the Bonds in accordance with their terms;
4. A Promissory Note (the "Note") issued by the Borrower
payable to the order of the Issuer in the stated principal amount of $1,700,000 to
be assigned by the Issuer to the Trustee; and
5. A Mortgage and Security Agreement (the "Mortgage") from
Mick to the Issuer, an Assignment of Leases and Rents (the "Lease Assignment")
from Mick to the Issuer and a Security Agreement (the "Security Agreement")
from A.G. to the Issuer (the Mortgage, Lease Assignment and Security Agreement
are collectively referred to herein as the "Security Documents");
WHEREAS, in accordance with the Act, this Resolution and such
instruments and documents, the Bonds and interest thereon shall never constitute
an indebtedness of the Issuer within the meaning of any state constitutional
provision or statutory limitation and shall not constitute or give rise to a pecuniary
liability of the Issuer or a charge against its general credit or taxing powers; and
WHEREAS, it is in the public interest of the Issuer to encourage and
promote the development of projects such as the Project in order to realize public
263475MRM:LB 06/06196 2
0 benefits such as, but not limited to, the provision and retention of gainful
employment opportunities for the citizens of the Issuer; the stimulation of the flow
of investment capital into the Issuer with resultant beneficial effects on the
economy in the Issuer; and the preservation and enhancement of the Issuer's tax
base; and
WHEREAS, the development of the Project and the issuance of
Bonds to finance the Project as herein recited will, in the judgment of this body,
serve the intended accomplishments of public purpose and in all respects conform
to the provisions and requirements of the Act;
NOW, THEREFORE, BE IT RESOLVED:
1. Findings and Determinations. It has been found and
determined and is hereby declared that:
(a) the estimated aggregate cost of providing the Project
and paying the costs incident to the financing is not less than $1,700,000;
0
@) the payments required to be made by the Borrower
under the Loan Agreement are sufficient in amount to pay when due the principal
of, premium, if any, and interest on the Bonds;
(c) the antidiscrimination provisions of the Loan
Agreement are satisfactory to the Issuer; and
(d) all conditions set forth in the initial resolution have
been satisfactorily met.
2. Issuance of the Bonds. The Bonds shall be issued by the
lssuer in the aggregate principal amount of $1,700,000 and shall be designated
City of Muskego, Wisconsin Industrial Development Revenue Bonds, Series 1996
(Mick Properties, LLC/A.G. Industries, Inc. Project). The Bonds shall be sold in
accordance with the Bond Purchase Agreement. The Bonds shall be dated, bear
interest and mature, and shall be subject to redemption prior to maturity as
provided in the Indenture. Without limiting the generality of the foregoing, the
interest rate on the Bonds shall vary from time to time in accordance with the
method set forth in the Indenture, the applicable provisions of which are
incorporated in this Resolution by th~s reference. The Bonds shall be issued in the
form therefor set forth in the Indenture, with such insertions therein as shall be
necessary to comply with the terms of this Resolution and with such corrections
263475MRM:LB 06/06/96 3
0 therein, if any, as the approving bond attorney may require for conformity with the
terms of this Resolution, the Indenture and the Act.
3. Execution and Authentication of the Bonds. The Bonds shall
be executed on behalf of the Issuer by its Mayor and Clerk or a person authorized
by law to act on their behalf and shall have impressed, imprinted or otherwise
reproduced thereon the offkial seal of the Issuer or a facsimile thereof. Facsimile
signatures and seals may be used. No Bond shall be issued unless first
authenticated by the Trustee, to be evidenced by the manual signature of an
authorized officer of the Trustee on each Bond.
4. Designation of Trustee. The Issuer hereby designates and
appoints M&I First National Bank, West Bend, Wisconsin, to perform the
functions of the Trustee, bond registrar and paying agent under the Indenture.
5. The Bonds as Limited Obligations. The Bonds and interest
thereon shall never be or be considered a general obligation of the Issuer or an
indebtedness of the Issuer within the meaning of any state constitutional provision
or statutory limitation and shall not constitute or give rise to a pecuniary liability
of the Issuer or a charge against its general credit or taxing powers.
6. Trust Funds. There is hereby created by the Issuer, and
ordered established with the Trustee, the Construction Fund and Bond Fund, each
as described in the Indenture which shall be sued solely for the purposes specified
in the Indenture. The Issuer authorizes and directs the Trustee to invest and
reinvest monies in such funds in accordance with the applicable provisions of the
Indenture.
7. Pavments Under Loan Agreement; Insurance and
Maintenance. The Loan Agreement requires the Borrower to pay an amount
sufficient in each year to pay the principal of, premium, if any, and interest on the
Bonds. The Loan Agreement contains provisions, adequate in the judgment of this
body, requiring the Borrower to provide for the maintenance of the Project and the
carrying of all proper insurance with respect thereto. Consequently, the Borrower
need not be required to pay amounts into any reserve funds for the maintenance of
the Project.
8. Execution and Deliverv of the Bond Purchase Agreement,
Loan Ameement and Indenture; Assignment of the Note. The terms and
provisions of the Bond Purchase Agreement, the Loan Agreement, the Indenture
and the Security Documents are hereby approved, subject to such revisions therein '0
263475MRM:LB 06/06196 4
as Reinhart, Boerner, Van Deuren, Noms & Rieselbach, s.c., bond counsel, or
counsel for the Issuer may approve. The Mayor and the Clerk are hereby
authorized for and in the name of the Issuer to execute, afEx with the official seal
of the Issuer and deliver the Bond Purchase Agreement, the Loan Agreement and
the Indenture and the assignment of the Loan Agreement, the Note and the
Security Documents in the respective forms thereof presented herewith, or with
such insertions therein or corrections thereto as shall be approved by the
signatories thereto consistent with this Resolution and the terms of the Acf their
execution thereof to constitute conclusive evidence of their approval of any such
insertions and corrections.
9. General Authorizations. The Mayor and the Clerk and the
appropriate deputies and officials of the issuer in accordance with their assigned
responsibilities are hereby each authorized to execute, publish, file and record
such other documents, instruments, notices (including Form 8038 with the Internal
Revenue Service), and records and to take such other actions as shall be necessary
or desirable to accomplish the purposes of this Resolution and to comply with and
perform the obligations of the Issuer under the Bonds, the Bond Purchase
Agreement, the Loan Agreement and the Indenture.
In the event that the Mayor or the Clerk shall be unable by
reason of death, disability, absence or vacancy of office to perform in timely
fashion any of the duties specified herein, such duties shall be performed by the
officer or off'cial succeeding to such duties in accordance with law and the
ordinances of the Issuer.
10. Statement of Election. The Issuer hereby elects to issue the
Bonds in an aggregate principal amount exceeding $1,000,000 but not exceeding
$10,000,000 as provided in section 144(a)(4) of the Internal Revenue Code of
1986, as amended (the "Code").
11. Public Amroval. This Resolution is intended to constitute
public approval of the issuance of the Bonds to finance the costs of the Project
within the meaning of section 147(f) of the Code. Accordingly, body hereby
approves the issuance by the City of $1,700,000 of its industrial development
revenue bonds the proceeds of which will be loaned to the Borrower to finance the
acquisition of land, construction of a manufacturing facility and the purchase and
installation of equipment to be used by the Borrower in its business of the
fabrication of HVAC systems and located at S84 W 18887 Enterprise Drive in the
Issuer.
26347JMRM:LB 06/06/96 5
12. Effective Date; Conformity. This Resolution shall be
effective immediately upon its passage and approval. To the extent that any prior
resolutions of this body are inconsistent with the provisions hereof, this Resolution
shall control and such prior resolutions shall be deemed amended to such extent as
may be necessary to bring them in conformity with this Resolution.
The foregoing Resolution of the Common Council of the City of
Muskego, Wisconsin, was adopted,
Mayor
26347JMRM:LB 06/06196 6