CCR2017062-IRB-CGS-Final
COMMON COUNCIL OF
CITY OF MUSKEGO, WISCONSIN
RESOLUTION NO. 062- 2017
FINAL RESOLUTION REGARDING
INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING
FOR CGS PREMIER, INC. PROJECT
BE IT RESOLVED by the Common Council of the City of Muskego, Wisconsin (the
“Issuer”), as follows:
Section 1 Recitals.
1.01 Under Wisconsin Statutes, Section 66.1103, as amended (the “Act”), the Issuer is
authorized and empowered to issue revenue bonds to finance eligible costs of qualified “projects”
(as defined in the Act), and to enter into “revenue agreements” (as defined in the Act) with “eligible
participants” (as defined in the Act).
1.02 Pursuant to an Initial Resolution duly adopted on May 23, 2017, the Issuer expressed
its intention to issue industrial development revenue bonds of the Issuer in an amount not to exceed
$6,000,000 (the “Bonds”) to finance a project on behalf of HSI Muskego Industrial, LLC, a
Wisconsin limited liability company, and/or a related entity, and/or a limited liability entity to be
formed, consisting of financing the (i) acquisition of land located at 15500 West Commerce Center
Parkway in the City of Muskego, Wisconsin (the “Project Site”), (ii) construction of an
approximately 65,000 square foot facility located on the Project Site (the “Facility”) to be operated
by CGS Premier, Inc., a Wisconsin corporation, which specializes in manufacturing mobile
marketing vehicles and custom marketing displays, (iii) acquisition and installation of equipment at
the Facility and (iv) payment of certain professional costs and costs of issuance. Subsequent to the
adoption of the Initial Resolution, it has been determined that the projects to be financed with the
Bonds consist of only items (i), (ii) and (iv) described above (collectively, the “Project”). Notice of
adoption of the initial resolution adopted on May 23, 2017 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 to date.
1.03 Pursuant to Wisconsin Statutes, Section 66.1103, as amended, the Issuer may finance
a project which is located entirely within the geographic limits of the Issuer.
1.04 Drafts of the following documents have been submitted to this Common Council
and are ordered filed in the office of the City Clerk:
(a) a Bond Agreement (the “Bond Agreement”), proposed to be entered into among the
Issuer, HSI Muskego Industrial, LLC, a Wisconsin limited liability company (the
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“Borrower”), Johnson Bank, as trustee (the “Trustee”) and Johnson Bank, as original
purchaser (the “Original Purchaser”);
(b) a Promissory Note from the Borrower to the Issuer, and assigned by the Issuer to
the Trustee; and
(c) a No Arbitrage Certificate.
Section 2 Findings and Determinations.
It is hereby found and determined that:
(a) based on representations of the Borrower, the Project constitutes a “project”
authorized by the Act;
(b) a public hearing has been duly held on June 27, 2017 in accordance with the
provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended, at which
residents of the City of Muskego, Wisconsin were given an opportunity to be heard in regard
to the proposed issuance of the Bonds and the nature and location of the proposed Project;
(c) the purpose of the Issuer's financing costs of the Project is and the effect thereof will
be to promote the public purposes set forth in the Act;
(d) it is desirable that a series of revenue bonds in the aggregate principal amount not to
exceed $6,000,000 be issued by the Issuer upon the terms set forth in the Bond Agreement,
under the provisions of which the Issuer's interest in the Bond Agreement (except for
certain rights as provided therein) and the loan repayments will be assigned to the Trustee as
security for the payment of principal of and interest on and premium, if any, on all the
Bonds outstanding under the Bond Agreement;
(e) the loan payments provided for in the Bond Agreement, and the formulas set out for
revising those payments under the Bond Agreement as required under the Act, are sufficient
to produce income and revenue to provide for prompt payment of principal of and interest
on and premium, if any, on 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 of, 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, keeping it properly insured; and
(f) under the provisions of the Act, the Bonds shall be limited obligations of the Issuer
and the Bonds do not constitute an indebtedness of the Issuer, within the meaning of any
state constitutional or statutory provision, and do not constitute nor give rise to a charge
against the Issuer's general credit or taxing powers or a pecuniary liability of the Issuer.
Section 3 Approvals and Authorizations; Authentication of Transcript.
3.01 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 Issuer of its industrial development
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revenue bonds (specifically, the Bonds) in an aggregate principal amount not to exceed $6,000,000
for the purpose of financing the Project.
The Issuer shall proceed to issue its Industrial Development Revenue Bonds, Series 2017
(CGS Premier, Inc. Project), in the aggregate principal amount not to exceed $6,000,000, in the form
and upon the terms set forth in the Bond Agreement, which terms, including without limitation,
interest rates, redemption provisions and maturity, are for this purpose incorporated in this
resolution and made a part hereof. The terms are hereby approved without further action by the
Issuer, and the Mayor and City Clerk are authorized and directed to execute and deliver the
documents listed in Section 1.04 herein which are hereby approved, together with such subsequent
changes as may be requested and approved by bond counsel and the Issuer’s attorney, and such
other documents, agreements, instruments or certificates as are deemed necessary or desirable by the
Issuer's attorney and bond counsel, including an Internal Revenue Service Form 8038.
The Mayor and the City Clerk are authorized and directed to execute and seal 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.
The foregoing authorizations and approvals are subject to the provision that the Bonds shall
not be issued by the Issuer and the Bonds and the documents listed in Section 1.04 herein will not be
executed or delivered by the Issuer until and unless the petition period with respect to the Bonds
provided for under Wisconsin Statutes, Section 66.1103(10)(d) has expired without the filing of a
petition requesting a referendum on the question of the issuance of the Bonds.
3.02 The publication in the official newspaper of the Issuer 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 hereby ratified.
3.03 The Issuer hereby elects to have the provisions of Section 144(a)(4)(A) of the
Internal Revenue Code of 1986, as amended, apply to the Bonds.
3.04 The Mayor and the City Clerk and other officers of the Issuer are authorized to
prepare and furnish to the Trustee and bond counsel certified copies of all proceedings and records
of the Issuer relating to the Bonds, and such other affidavits and certificates as may be required by
the Trustee and bond counsel 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.
3.05 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 therefrom and additions thereto as may be
approved by the Issuer’s attorney and bond counsel. The execution of any document by the
appropriate officer or officers of the Issuer herein authorized shall be conclusive evidence of the
approval by the Issuer of such document in accordance with the terms hereof.
3.06 Johnson Bank shall initially assume and perform the duties of Trustee.
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3.07 Notice of sale of the Bonds, in the form attached hereto as Exhibit A, shall be
published in the official newspaper of the Issuer as a class 1 notice under Chapter 985 of the Wisconsin
Statutes.
3.08 The Bonds shall be limited obligations of the Issuer payable by it solely from
revenues and income derived by or for the account of the Issuer from or for the account of the
Borrower pursuant to the terms of the Bond Agreement. As security for the payment of the
principal of, premium, if any, and interest on the Bonds, the Issuer shall pledge and assign to the
Trustee all of its right, title and interest in and to the trust estate described in the Bond Agreement.
3.09 All out-of-pocket costs of the Issuer, including attorneys’ fees, in connection with the
issuance and sale of the Bonds shall be paid from the proceeds of the Bonds or by the Borrower.
Passed and adopted at a regular meeting of the Common Council of the City of Muskego
this 27th day of June, 2017.
APPROVED:
Kathy Chiaverotti, Mayor
ATTEST:
Sharon Mueller, City Clerk
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CERTIFICATION BY CITY CLERK
I, Sharon Mueller, being first duly sworn, hereby certify that I am the duly qualified City
Clerk of the City of Muskego, Wisconsin (the “Issuer”), and as such I have in my possession, or
have access to, the complete corporate records of the Issuer and of its Common Council; that I have
carefully compared the transcript attached hereto with the aforesaid records; and that said transcript
attached hereto is a true, correct and complete copy of all the records in relation to the adoption of
Resolution No. 062-2017 entitled:
FINAL RESOLUTION REGARDING
INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING
FOR CGS PREMIER, INC. PROJECT
I hereby further certify as follows:
1. Said Resolution was considered for adoption by the Common Council of the Issuer
at a meeting held at City Hall, W182 S8200 Racine Avenue, Muskego, Wisconsin at 7:00 p.m. on
June 27, 2017 at a regular meeting of the Common Council and was held in open session.
2. Said Resolution was on the agenda for said meeting and public notice thereof was
given not less than twenty-four (24) 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 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 Issuer.
3. Said meeting was called to order by Mayor Kathy Chiaverotti, who chaired the
meeting. Upon roll, I noted and recorded that the following alderpersons were present:
Alderman Rob Wolfe Alderman Bob Hammel
Alderman Neil Borgman Alderman Tom Kapusta
Alderman John Engelhardt Alderman Kevin Kubacki
Alderman Eileen Madden
and that the following alderpersons were absent:
None
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
Borgman and seconded by Alderman Madden. Following discussion and after all alderpersons 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:
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AYE:
Alderman Wolfe Alderman Hammel
Alderman Borgman Alderman Kapusta
Alderman Engelhardt Alderman Kubacki
Alderman Madden
NAY:
None
ABSTAINED:
None
Whereupon the meeting chair declared said Resolution adopted, and I so recorded it.
IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Issuer hereto
on this 27th day of June, 2017.
CITY OF MUSKEGO, WISCONSIN
\[SEAL\] By:
Sharon Mueller, City Clerk
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EXHIBIT A
NOTICE TO THE ELECTORS
On June 27, 2017, a resolution was offered, read, approved and adopted whereby the City of
Muskego, Wisconsin authorized the issuance and sale of its Industrial Development Revenue Bonds,
Series 2017 (CGS Premier, Inc. Project) in an amount not to exceed $6,000,000 (the “Bonds”). The
closing of this bond sale was held on July ____, 2017. A copy of all proceedings had to date with
respect to the authorization and sale of said Bonds is on file and may be examined in the office of
the City Clerk, W182 S8200 Racine Avenue, Muskego, Wisconsin.
This notice is given pursuant to Section 893.77, Wisconsin Statutes, which provides that an
action or proceeding to contest the validity of such financing, for other than constitutional reasons,
must be commenced within 30 days after the date of publication of this notice.
Sharon Mueller, City Clerk
City of Muskego, Wisconsin
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