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CCR1977242COMMON COUNCIL OF THE CITY OF MUSKEGO, WISCONSIN Resolution No. 242-77 INITIAL RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING ON BEHALF OF PRECISION SCREW THREAD CORP. WHEREAS, the City of Muskego, Wisconsin (the "Munici- pality") is a municipal corporation organized and existing under and pursuant to the laws of the State of Wisconsin and is authorized by Section 66.521 Wisconsin Statutes, as amended (hereinafter sometimes referred to as the "Act"), to: (a) 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 which qualifies under the Act and the improvement of the site therefor: and (b) 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 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, Precision Screw Thread Corp., a Wisconsin corporation, Simpson-Nelson Corporation, a Wisconsin corporation, holders of the two aforesaid corporations (hereinafter said and Glenn R. Simpson, Jr. and Frank Nelson, the principal share- corporations and said individuals being individually and collec- tively or in any combination referred to as "Eligible Partici- pant") have been considering undertaking a capital project in the Municipality, and have represented to the Municipality that project could be financed with industrial development revenue it would be an encouragement and inducement to proceed if the bonds; and WHEREAS, the project would be for the purpose of the. manufacture of screw thread products and related products and would consist of approximately 5.8 acres of land, a new industrial building and equipment (hereinafter called the "Project") ; and the cost of the Project would be approximately $400,000 but, with WHEREAS, the Eligible Participant has estimated that allowance for modifications, design changes, and inflation could be as high as $450,000: and pality to promote, attract, stimulate, rehabilitate and revita- WHEREAS, it is in the public interest of the Munici- lize commerce, industry and manufacturing, to promote the better- ment of the environment and the economy of the Municipality and to stimulate a large flow of private investment funds into the Municipality; and this body that the Project is a qualified "project" within WHEREAS, it is the finding and determination of the meaning of the Act and that the Eligible Participant is an "eligible participant'' within the meaning of the Act: and body that the Municipality would derive public benefits from the WHEREAS, it is the finding and determination of this by way of illustration but not limitation the following: the Project and its operation by the Eligible Participant, including 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 bene- ficial effects on the economy in the Municipality; and the preservation and enhancement of the Municipality's tax base; and body that the public interest will be served if the Municipality WHEREAS, it is the finding and determination of this were to encourage and induce the Eligible Participant to under- take the Project in the Municipality; NOW, THEREFORE, BE IT RESOLVED: 1. Subject to the conditions specified in paragraph having the following elements: 2, the Municipality shall pursue and consummate a financing (a) The Municipality shall issue industrial develop- ment revenue bonds pursuant to the Act in such amount not -2- in excess of $450,000 as the Eligible Participant shall request, provided, however, that the actual amount shall of providing the Project and paying the costs incident not be greater than the then estimated aggregate cost to the financing (said bonds being hereinafter called the "Bonds") . (b) The Bonds shall be payable solely out of revenues derived from the Eligible Participant or otherwise provided for pursuant to the terms of a lease, sale, loan, install- ment purchase or similar agreement (hereinafter called the pality and the Eligible Participant. "Revenue Agreement") to be entered into between the Munici- (c) The Revenue Agreement shall require the Eligible Participant 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. rates and redemption features as the Eligible Participant (d) The Bonds shall have such maturities, interest shall propose, provided that such terms shall be substan- tially similar to the terms of similar bonds secured the obligations of entities or persons having substantially equivalent credit to that of the Eligible Participant. 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 constitu- tional 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 or taxing powers. (c) If the Municipality shall hold title to the Project while the Bonds are outstanding, the Eligible same amount and to the same extent as though Eligible Participant shall be subject to property taxation in the Participant were the owner of the Project. finding a purchaser or purchasers for all of the Bonds. (d) The Eligible Participant shall be responsible for (e) The out-of-pocket costs in connection with the issuance and sale of the Bonds shall be paid either from the proceeds of the Bonds or by the Eligible Participant. -3- electors of the Municipality shall have been given the (f) Prior to the issuance of the Bonds: (i) 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; and (iii) this body, by further resolution, shall have authorized and approved the terms of the Bonds and the Revenue Agreement. (9) The Bonds shall be issued pursuant to the Act, and the delivery of the Bonds shall be accompanied with the unqualified approving legal opinion of Messrs. Foley & Lardner, bond counsel, Milwaukee, Wisconsin, or such other nationally recognized firm of bond attorneys as shall be acceptable to the Municipality and the Eligible Participant. 3. The Clerk shall cause notice of adoption of this Resolution to be published once in The Muskego Sun (the pursuant to Chapter 985 of the Wisconsin Statutes), in substan- Municipality's official newspaper, for the publication of notices tially the form attached to this Resolution, and shall cause a copy of such public notice together with a copy of this Reso- lution to be filed with the Secretary of Business Development of the State of Wisconsin within 10 days following publication of such notice. 4. This Resolution is an "initial resolution" within the meaning of the Act and a "bond resolution or other similar official 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 shall be effective immediately upon its passage and approval. Unless the Bonds shall have given by this Resolution shall expire on October 1, 1978, or on been issued prior thereto, the authorities and authorizations such later date as this body may specify by resolution adopted either before or after such date. 6. This Resolution supersedes and replaces Resolution 224-77 adopted October 11, 1977, which is hereby repealed. -4- [Form of ace to be Published by th aerkl NOTICE TO ELECTORS CITY OF MUSKEGO OF THE TAKE NOTICE that the Common Council of the City of Muskego, Wisconsin, at a lawful meeting held on the 25th day of October, 1977, adopted an initial resolution, pursuant to Section 66.521 of the Wisconsin Statutes, authorizing the issuance of not to exceed $450,000 principal amount of industrial development Wisconsin corporation, Simpson-Nelson Corporation, a Wisconsin revenue bonds on behalf of Precision Screw Thread Corp., a corporation, Glenn R. Simpson, Jr. and Frank Nelson, the prin- combination of the foregoing (hereinafter called the "Eligible cipal shareholders of the two aforesaid corporations, or any construction, acquisition and installation costs of a project Participant"). The purpose of the bond issue is to finance the consisting of land, building and equipment to be located in the City and operated for the manufacture of screw thread products and related products. THE CITY THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF HE CITY; NOR SHALL THE BONDS BE A MUSKEGO; NOR SHALL THE BONDS GIVE RISE TO ANY CREDIT OR TAXING POWER OF THE CITY. OTHER AMOU NDS SHALL BE PAYABLE SOLELY FROM THE REVENUES AND BE ENTERED DERIVED OR RESULTING FROM A REVENUE AGREEMENT TO 0 WITH THE ELIGIBLE PARTICIPANT. spected by any elector of the City at the City foresaid initial resolution is a public document iness hours. ICE THAT THE ELECTORS OF THE CITY OF REFERENDUM ON THE QUESTION OF THE BOND 66.521(10)(d) of the Wisconsin Statutes, pro- The governing body may issue bonds under this cipality for approval unless within 30 days from hout submitting the proposition to the electors publication of notice of adoption of the initial for such bonds, a petition, signed by not less of the registered electors of the municipality, or, no registration of electors in the municipality, he number of electors of the municipality voting ice of governor at the last general election as under s. 115.01(13), is filed with the clerk municipality requesting a referendum upon the the issuance of the bonds. If such a petition e bonds shall not be issued until approved by a the electors of the municipality voting thereon or special election." .. APPROVAL OF RESOLUTION BY MAYOR "~" The attached Resolution No. 242- 77 , entitled INITIAL RESOLUTION RELATING TO ON BEHALF OF INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING PRECISION SCREW THREAD CORP. which was adopted by the Common Council of the City of Muskego, Wisconsin, on October 25, 1977, is hereby approved. Dated October 25, 1977. 0 CERTIFICATIONS BY CLERK 0 depose and certify that I am the duly (appointed) (elected), I, Bette J. Bowyer, being first duly sworn, do hereby qualified and acting Clerk of the City of Muskego, in the County of Waukesha, State of Wisconsin, and as such I have in my posses- sion, 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 and complete copy of all the cor orate records in relation to the records: that said transcript hereto attached is a true, correct adoption of Resolution No. 2-45-77 entitled: INITIAL RESOLUTION INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING PRECISION SCREW THREAD CORP. RELATING TO ON BEHALF OF I do hereby further depose and certify as follows: 1. Said resolution was considered for adoption 7:30 P.M. on October 25, 1977. Said meeting was a regular by the Common Council at a meeting held in the City Hall at Xing of the Common Council and was held in open session in compliance with Subchapter IV of Chapter 19 of the Wisconsin Statutes. and public notice thereof was given not less than 24 hours prior 2. Said resolution was on the agenda for said meeting 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 City. who fol 3. Said meeting was called to order by Mayor Gottfried chaired the meeting. Upon roll I noted and recorded that the lowing Aldermen were present: Ford, Penkos, Dumke, Schaumberg Wallner and Van Lanen and that the following Aldermen were absent: Tomczyk and business were taken up during the course of the meeting I noted and recorded that a quorum was present. Various matters without intervention of any closed session. One of the matters taken up was said resolution which was introduced and its adoption was moved by Ald. Schaumberg , and seconded by Ald. Dude . Following discussion and after all Aldermen 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: Aye: Dumke, Schaumberg, Pienkos Erd. WaLlner ana Van Lanen - Nay : Abstain: Whereupon the Mayor declared said resolution adopted, and I so recorded it. October 25, 1977, and I have so recorded. 4. Said resolution was approved by the Mayor on published in the form and place specified in said resolution; and 5. I have caused the "Notice to Electors" to be I have filed a copy of said notice as published together with a copy of said resolution with the Secretary of the Department of Business Development of the State of Wisconsin within 10 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 26 day ofOctober I 1977. /Q AJL .. .. [Municipal Seal] Clerk .< ." . _c ~ STATE OF WISCONSIN ) COUNTY OF WAUKESHA ) ) ss Subscribed and sworn to before me this day, the date last above written. &/~