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CCR1978183_- /*- dmr090778 COMMON OF COUNC 1 L THE CITY OF MUSKEGO RESOLUTION NO. 333-$78 ~ ~ "" ~- ~~___ - . - . . - ~" . . -. . ~ "~ "" . . -. BOND RESOLUTION AUTHORIZING $550,000 CITY OF MUSKEGO, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES A (PKECISION SCREW THREAD CORP. PROJECT) WHEREAS, the 'City of Muskego, Wisconsin (the "Municipality"), is a municipal corporation organized and existing under and pucsuan.t to the laws of the'State of Wisconsin and is authorized by Sect'ion 66.521 Wisconsin Statutes, as amended (hereinafter s,ometimes referred to as the "Act"), to: I e (a) issue industrial development revenue bonds to finance a11 or any part of the costs of the construction, equipping, reequipping, acquisition, purchase, installation, reconstruction, rebuilding maintaining, repairing, enlarging, extending rehabilitation, improving', supplementing, or remodeling oE 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 said project to be constructed and to pay the eligible participant agrees to cause 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, Glenn K. Simpson, Jr., an individual resid'ing in the State of Wisconsin (hereinafter referred to as the "Borrower"), has heretofore requested the Munici- pality to issue industrial development revenue bonds to Act; and finance a project as an eligible participant under the 'i WHEKEAS? this body has heretofore Eound and deter- mined thaL said project would consist of approximately 5.8 acres ol Land and a new industrial building and equipment for the purpose of manufacturing screw thread products and related 'projecL" wiLhin Lhe meaning of the Act and that the Borrower roducts (hereinafLer called the "Project") and is a qualified is an eligible participant" within the meaning of the Act; and I, WHEREAS, on March 14, 1978, this body adopted an iniLial resolution pursuant to the Act wherein it was resolved thaL the Municipality would issue industrial development revenue of certain condiLions including the approval by this body of the bonds LO finance the Project, subjecl however, to the satisfaction Lerms of Lhe bonds and the revenue agreement described in said iniLial resolucion: and WHEREAS, on March 22, 1978, notice of the adoption of Lhe initial resolution was published in accordance with Section (10) ol Lhe Act, and no sufficient pecilion has been filed with the Clerk requesting a referendum on the question of the issuance of said industrial development revenue bonds; and e pa1.i~~ provide for Lhe issuance of $550,000 principal amount of induslrial deveLopmenL revenue bonds upon Lhe Lerms set forth in Lhis Hesolution (as herein described, the "Series A Bonds"): and WHEREAS, Lhe Borrower has now requested that the Munici- WHEKEAS, in connection therewith Lhe Borrower has Series A Bonds, as follows: presenled the Municipality with proposed documentation for the (a) a Bond Purchase Agreement, to be dated as of the daLe of adopt ion of [his Bond ResoluLion (the "Bond Purchase AgreemenL"), to be entered into by and among the~Municipality, Lhe Borrower, Precision Screw Thread Corp., a Wisconsin cor- pora~ion (the "Lessee") and First Wisconsin NationaL Hank of Milwaukee, Milwaukee, Wisconsin and condiLions on which the Municipality will sell (the "Bond Purchaser"), setting forLh the terms and the Bond Purchaser will Durchase Lhe Series A 1 'a I Bonds; and (b) an Indenture of TrusL, LO be dated as of I September 1, 1978 (the "Indenture"), to be ~ I (Lhe "TrusLee"). providing for the creation entered inLo between the MunicipaliLy and Lhe corporate Lrustee hereinafter designated of Lhe Series A Bonds, the terms thereof and the security therefor: and * -2- a Loan Agreement, to be dated as of Septem- ber 1. 1978 (the "Loan Agreement"), to be entered into between the Municipality and Series A Bond proceeds to the Borrower the borrower providing for a loan of the on repayment terms scheduled to provide the Municipality with revenues sufficient to retire the Series A Bonds in accordance with their terms; and a Promissory Note, to be dated September 1, 1978 (the "Promissory Note"), to be issued Municipality in the principal amount of by the Borrower payable to the order of the $550,000 as evidence of the borrowing pro- vided for in the Loan Agreement and to be assigned by the Municipality to the Trustee; and a Mortgage, to be dated as of September I, 1978 (the "Mortgage"), from the Borrower to the Municipality, and from the Munici- pality to be assigned to the Trustee, pro- viding collateral security for the performance of the Borrower's obligations under the Loan Agreement: and a Lease, dated as of May 1, 1978 (the "Lease"), entered into by and between the Borrower and the Lessee. WHEKEAS, in accordance with the Act, this Resolution and the aforesaid instruments and documents, the Series A Bonds and interest thereon shall never constitute an indebtedness of the Municipality within the meaning of any State constitutional give rise to a pecuniary liability of the Municipality or a provision or statutory limitation and shall not constitute or charge against its general credit or taxing powers; and WHEKEAS, it is in the public interest of the Municipality to encourage and promote the development of projects such as the Project in order to realize public benefits such as, but not limited to, the provision and retention of gainful employment opportunities for the citizens of the Municipality; the stimula- tion of the flow of investment capital into the Municipality e -3- with resultant beneficial effects on the economy in the Muni- cipality; and the preservation and enhancement of the Munici- pality's tax base; and WHEREAS, the development of the Project and the will. in the judgment of this body, serve the intended accom- issuance of Honds to finance the Project as herein recited plishments of public purpose and in all respects conform to the provisions and requirements of the Act; NOW, THEREFORE, BE IT RESOLVED: and determined'Tn3- is -hmgcTared: 1. Find%s and Determinations. It has been found that the Project is a qualified "project" under and for the purposes of the Act: that the Borrower is a qualified "eligible participant" under and for purposes of the Act; ments ol ;I "revenue agreement" under and that the Loan Agreement meets the require- for purposes of the Act ; that the estimated aggregate cost of providing the Project and paying the costs incident to the financing is not less than $550,000; and that the payments required to be made by the Aorrower under the Loan Agreement are su€ficient in amount to pay when due the principal of, premium, if any, and interest on the Series A Bonds. pality shall borrow, b~t~niy-~n~a~nne-~~n recited, the 2. Authorization to Borrow and to Lend. The Munici- sum of $550,000 €or the purpose of (i) financing the costs of providing the Project, (ii) paying the costs of issuing and selling the Series A Bonds, and (iii) paying such other costs related thereto as are permitted to be paid with bond proceeds under the Act. Said borrowing shall be accomplished through the sale of the Series A Bonds issued pursuant to the Act. The Municipality shall lend the sum of $550,000 to the Borrower pursuant to the terms of the Loan Agreement, which by the Mortgage. borrowing shall be evidenced by the Promissory Note and secured - "" .. . - -. . Series A bonds^ ~~eate;r-~~-i~suance--~~-~ies A Bon s 3. Uesiknation, Denomination, Tenor and Matirity of ~ e -4 - shall be issued in the principal amount of $550,000 and shall be des iRnaLed : CITY OF MUSKEGO, WISCONSIN INDUSTRIAL DEVELOPMENT KEVENUE BONDS, SERIES A (PRECISION SCREW THREAD CORP. PROJECT) The Series A Bonds shall bear interest from their date at and shall be payable in 240 consecutive monthly installments the rate of seven and one-half percent (7-1/2%) per annum of principal and interest each in the amount of $4,430.00. except thaL the amount of the final payment shall be the en- tire remaining unpaid principal balance plus accrued and un- paid interest, commencing October 1, 1978 and continuing on the firsL day of each month thereafter through and including September I, 1998. Each monthly payment shall be applied firsc to inLerest then due and secondly to principal. The Series A Bonds shall be issuable as a single fully regisLered typewritLen bond without coupons. The Series A Bonds and the interest thereon shall be transferable by and shall be payable to che registered owners thereof in the manner and with the effect provided in the Indenture. The principal of, premium, if any, and interesL on the Series A Bonds shall be payable in lawful money of the United States of America at the principal corporate crust office of the Trustee, as paying agent, or the office of any successor or additional paying agent de,signated by the MunicipaliLy and approved by the Borrower. The Series A Bonds shall be dated September 1, 1978. The Series A Bonds shall be letLeFed with the prefix "R" and consecutively numbered from 1 upwprds in the order of their issuance. I The Series A Bonds shall be issued in the form therefor LIS sel forLh in Lhe Indenture, with such insertions Lherein as and with such corrections therein, if' any, as the approving bond shall be necessary LO comply with'the terms of this Resolution ResoluLion, the Indenture and Lhel Act. atLorney may require Eor conformity with the terms of this The Series A Hondsall"6e executed on -of the Munici- 4. Execution and __ Authentication of Series A Bonds. with the manual signature of iLs Clerk and shall have impressed, pali~y with Lhe manual signature of its Mayor, countersigned Lhe MunicipaliLy. No Series A Bond shall be issued unless imprinted or otherwise reproduced thereon the official seal of first authenticaced by the Trustee, to be evidenced by the manual signature of an authorized officer of the Trustee on each Series A Bond. -5- 5. Deslgnation oE Trustee. The Municipality hereby 0 designates and rlppo~nts First Wlsconsin Trust Company, Milwaukee, Wisconsin, Lo petEorm the Eunctions of the Trustee bond registrar and paying agenc under Lhe Indenture. " . . ". - "" A Bonds may be"TGGe-moT"%e to time under the Indenture 6. Additional Bonds. Bonds in addition to Lhe Series subject to the terms and condiLions therein provided and subject to Lhe approval of this body. IE so issued, such additional Bonds shall rank equally and on a parity with the Series A Bonds. The Series A Bonds and any such additional Bonds are hereinaEter collectively referred co as rhe "Bonds". 7. Series A Ronds as Limited 0blig;tions. The Series A Bonds and inLeresi"~hereo~-s~~~~-oevere or e considered a general obligaLion of the Municipality or an indebtedness of the Municipality within Lhe meaning oE any State constitutional give rise to a pecuniary liabiliLy oE the Municipality or a provision or statutory limitation and shall not constitute or charge agains~ iLs general credit or axing powers. Series A Bonds shlT7ie~lmi~~~o~~e"unicipaIity payable by iL solely From revenues consisting of (i) income and revenue derived by or for the account of the Municipality from or for the account of Lhe Borrower pursuant to the terms of che Promissory Note and Lhe Loan Agreement (except certain Laxes, expenses and indemnity payments which may become due to the Municipality), (ii) all net proceeds realized upon recourse to the MorLgage and any other collateral given to and (iii) moneys held in trust funds created under the secure the Borrower's obligaLions under Lhe Loan Agreement, IndenLure. 8. Source of Payment; Pled e of Revenues. The miunl, if any, and interes~ on the Bonds, the Municipality shall pledge and assign LO Lhe TrusLee all oE its right, title and inLeresL in and LO Lh'e Promissory Note, the Loan Agreement (ex- cepL lor its riRhLs Lo receive and enforce payment of certain ~axes, expenses and indemniLy payments from the Borrower as set EorLh in Lhe Indenlure and the Loan Agreement), the Mortgage and Lhe Lrust funds held by Lhe Trustee under the Indenture. As security of the payment of Lhe principal of, pre- The Series A BOnd:<- s~;~T-b-"-s~~-~~~-To redempL:-oTpr ior to maLuriLy as provided in Lhe Indenture and summarized below: 9. KedenTtion of Series A Bonds Prior to Maturity. (a) ~ MandaLory .s~r ~ .- Kedevtion -~ in ." Event of Tax Violation. les A Bonds shall besubject6 mandatory redemption in whole upon the occurrence of a "Tax Violation'' (relating to interest on the -6- Series A Bonds) as defined in the Indenture at to the redemption date. 100% of principal amount. plus accrued interest (b) kcional Redemption. There shall be an op- tioi;ar-cylT-at the election of the Borrower, in whole a~ any time or in part in inverse order of malurity on any payment date, at a redemption 'price of 100% of principal amount redeemed, plus accrued interest to the redemption date. Notice of any redemption of Series A Bonds prior to stated maturity shall be given in the manner provided in the Indenture. A Bonds called for redemption as aforesaid shall be payable The principal of, premium, if any, and interest on Series solely from moneys held by the Trustee under the Indenture and available therefor, including moneys derived from the Borrower for such purpose pursuant to the Loan Agreement. 10. CreaLion of the Construction Fund. There is .. - ." ." " hereby created by Lhe Municipality and ordered established with Lhe Trustee, a trust Eund to be designated with the names of the MunicipaLiLy and the Lessee which shall be used to pay (or reimburse the Borrower for) the costs of providing the Project and such ocher costs in connection with Lhe Project and the issuance and sale of the Series A Bonds as are permitted Lo be paid from the proceeds of the Series A Bonds under the Act, the Loan Agreement and the Indenture. There shall be deposited sale of the Series A Honds less the portion thereof consti- in said Construction Fund the entire proceeds received upon tuting accrued interesl. The Municipality hereby authorizes and directs the Trustee Lo withdraw funds from said Construction Fund for disbursement Lo or at Lhe order of the Borrower pursuant to requisition of che Borrower as provided in the Indenture and Loan Agreement. a 11. CreaLion of Bond Fund. There is hereby created by Lhe Municipam-yTnidered established with the Trustee, pality and the Lessee which shall be used to pay the principal a trust fund to be designated with the names of the Munici- hereby authorizes and directs the Trustee to withdraw sufficient oE, premium, i€ any, and interest on the Bonds. The Municipality any, and interes~ on Lhe Series A Bonds as the same become due funds Erom said Bond Fund to pay the principal of, premium, i€ and payable. 0 12. Other Trust Funds. There is hereby created by the MunicipaliLy and ordered established, if necessary, with the Trustee funds in which there shall be deposited such net proceeds of certain sales, insurance and condemnation awards ." . - " e -7- e n 1 e b D as may be provided in the Loan AgreemenL and Lhe IndenLure. The Trustee is auLhorized to wilhdraw funds from said trust funds for application as provided in Lhe Loan Agreement and the Indenlure. as part of che~EmEundsT;eld b 13. InvestmenL of Trust Funds. Any moneys held Y the Trustee under the upon reques~ by the Borcowec in (i) securities which are direct Indeniure hereof may be invested and reinvested by the Trustee general ohligaLions of the UniLed States of America, (ii) securities which are unconditionally guaranteed as to both obligaLions of any of the following: Banks for Cooperatives, principal and interesL by the United States oE America, (iii) Banks, Federal InLermediate Credit Banks, Federal National Federal Financing Bank, Federal Land Banks, Federal Home Loan MorLRage AssociaLion, Export Import Bank oE the United States or CovernmenL Na~ional Mortgage Association, (iv) bank repurchase agreements Eully secured by obligaLions of the United States of America, and (v) inlerest-bearing accounts, time deposits and cercificatcs of deposit issued by any bank, trust company or national banking association (including the Trustee) which has ap,gregaLe capi~al, surplus and undivided profiLs in excess oE $500.000, but in no event shall the amount invested at any one Lime in inLeresL-bearing accounLs, time deposiLs and certiEicates of deposit or any par~icular bank, trust company or national banking association equal or exceed 20% of the capital, surplus and undivided profiLs of such bank, trust company or national banking association. 14. Determina~ion ol Revenue Payment. The amount necessary in eacl year LO pay TfYe principal of, premium, if any, and interesL on Lhe Series A Bonds is Lhe sum of (i) Lhe amounL o€ principal becoming'due in such year in accordance wiLh paragraph 3 OF Lhis Resolution (as reduced from time LO OF Series A Bonds in accordance wiLh the Indenture); plus (ii) Lime by reason of prior redempL ions and open market purchases year in accordance wiLh a call for redemption made in accord- Lhe principal amount of Series A Bonds to be redeemed in such ance with paragraph 9 of Lhis Resolution and the Indenture, plus Lhe premium, if any, payable with respect thereto: plus (iii) the amoun~ of inLeresL on the Series A Bonds becoming due paragraph 3 of Lhis Resolution. in such year in accordance with the interesL rate specified in .. ~ necessary revenue payments, it shall suffice herein and in the Loan Agreement LO state Lhat Lhe Borrower shall be obligated to pay the MunicipaliLy (or uhe Trustee for the account of the Municipality) amounLs sufficient LO pay when due the principal of, premium, if ;dny, and interest on the Bonds. In expressing the Borrower's obligation to make the e -a- The Loan Agreement contains provisions, adequate in the judgment of Lhis 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 retirement of the Series A Bonds OK for the maintenance of the Project. 15. Award of Series A Bonds: Execution and Deliver of Lhe Bond Purchase Agreement. The Borrower has negotiated or the sale of the Series A Bonds to the Bond Purchaser desienated in the Bond Purchase Agreement at' a price of 100% of the principal amount of the Series A Bonds, plus accrued interest to Lhe date of delivery. Given the purposes of the financing and the involvement of the Municipality therewith, it is the determi- nation of this body that the Series A Bonds shall be hereby awarded to the Bond Purchaser at the price aforesaid with delivery to follow in the manner, at the time and subject to the conditions seL forth in the Bond Purchase Agreement. As evidence thereof, the Mayor and the Clerk are hereby authorized and directed for and in the name of the Municipality to execute, affix with the official seal of the Municipality and deliver the Bond Purchase Agreement in the form presented herewith, or with approved by the Mayor and Clerk consistent with this Resolution such inserLions therein or corrections thereto as shall be conclusive evidence o€ their approval of any such insertions and the terms of the Act, their execution thereof to constitute and corrections. Y 16. ExecuLion and Delivery of the Loan Agreement and the Indenture; Assignment of the Promissory Note and the Mort a e. The terms and provisions of the Promissory Note, the iG" eteement. the Morteaee and the Indenture are herebv a~- proved..' The Mayor and the Clerk are hereby authorized fbr Hnd in the name of the Municipality to execute, affix with the official seal of the Municipality and deliver the Loan Agreement, the Mortgage in the respective forms thereof presented herewith, or Indenture and the assignments of the Promissory Note and the with such insertions therein or corrections thereto as shall be approved by the Mayor and Clerk consistent with this Resolution and the terms of the Act, their execution thereof to constitute conclusive evidence of their approval of any such insertions and corrections. .> u 17. Execution and Delivery of the Series A Bonds. The Mayor and Lhe Clerk are hereby authorized €or and in the name of the Municipality to execute the Series A Bonds in the manner authorized by paragraph 4 of this Resolution. Subject to the terms and conditions of the Bond Purchase Agree- ment, the Municipality shall deliver the Series A Bonds to the Bond Purchaser. -9- Clerk and the appro-p~ia~-e-~~u-tiesand ofEicials of the Munici- 18. General Authorizations. The Mayor and the a pality in accordance with their assigned responsibilities are hereby each authorized to execute, publish, file and record pursuant to Wis. Stats. $893.23) and records and to take such such other documents, instruments, notices (including notice other actionsas shall"be necessary or desirable to accomplish the purposes of this Resolution and to comply with and perform the obligations of the Municipality under the Series A Bonds, the Bond Purchase Agreement, the Loan Agreement and the Inden- ture. If the Mayor or the Clerk shall be unable by reason of death, disability, absence or vacancy of office to perform in timely Eashion any o€ the duties specified herein (such as the execution of Series A Bonds, the Bond Purchase Agreement, the Loan Agreement, the Indenture or the assignments of the Promis- sory Note and the Mortgage), such duties shall be performed by the officer OK ofEicial succeeding to such duties in accordance with Law and in the ordinances of the Municipality. shall be effect'ive"i~uponit-s 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. 19. Ef€ective Date; Conformity. This Resolution * * * * * The foregoing resolution of the Common Council of the City of Muskego, Wisconsin, was adopted, approved and recorded on " , 1978. ~ __ "" Mayor -1.0- CERTIFICATIONS BY CLERK depose and certify Lhat 1 am the duly (appointed) (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 compared the transcript hereto attached with the aforesaid said City and of its Common Council; that I have carefully 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 No. /%3+7gentitled: I, Bette J. Bowyer, being first duly sworn, do hereby BOND RESOLUTION AUTHORIZING $550,000 CITY OF MUSKEGO, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES A (PRECISION SCREW THREAD CORP. PROJECT) I do here by^ further depose and certify as follows: 1. Said resolution was considered for adoption by the Common ouncil at a meeting held in the City Hall at 9:~ P.M. on 2 1978. Said meeting was a regular meeting of the &6iimon Council and was held in open session Statutes. in compLiance with Subchapter IV of Chapter 19 of the Wisconsin 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 by posting on the bulletin board in the City Hall, by notice to 19.84 of the Wisconsin SLatutes, including, without Limitation, , those news media who have filed a written request for notice of meetings and by notice to the official newspaper of the City. who chaired the meeting. Upon roll I noted and recorded that the following Aldermen were present: 3. Said meeting was called to order by Mayor Gottfried, - fJbL"- OLke " /jhwo7CI jh//ne/l/ P1 f n35" ""LYLdK-" ~" ~ and Lhat the following Aldermen were absent: I noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting -i- e wi~hout intecvention of any closed session. One of the matters taken up was said resolution which was introduced and its adop- t ion was moved by Aldecman Plehkkos , and seconded by Alderman &,,&u /'ORA Aldermen XoTsired to do so had expressed their views for . Following discussion and after all or against said cesolution, the question was called and upon roll being called and the continued presence of a quorum being noted, the recorded vote was as follows: owas P& 1qw, - Nay : 0 - Abstain: ". "" " "_ Whereupon the Mayor declared said resolution adopted, and I so recorded it. 4f,/,z., 1978, and I have so recorded. the seal of the City hereto on chis __- Ta*day of 4. Said cesolution was approved by the Mayor on IN WITNESS WHEREOF, I have igned my name and affixed [Municipal Seal] - Clerk - STATE OF WISCONSIN ) COUNTY OF WAUKESHA ) 1 ss Subscribed and sworn to before me this day, the date last above written. Ktary PUW " My commission expires: [Notarial Seal]