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CCR1979053- ,. ., .- . raw032279 COMMON COUNCIL OF THE CITY OF MUSKEGO, WISCONSIN Resolution No. 53-79 INITIAL RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING ON BEHALF OF PEERLESS GEAR AND ENGINEERING, INC. 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, or remodeling of a project which qualifies under the Act and supplementing, maintaining, repairing, enlarging, extending the improvement of the site therefor; and participant pursuant to which the eligible participant (b) enter into a revenue agreement with an eligible 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 consin corporation and Robert Agenten and members of the WHEREAS, Peerless Gear and Engineering, Inc., a Wis- or both said corporation and said individuals are referred to Agenten family (hereinafter said corporation or said individuals as "Eligible Participant") have been considering undertaking a capital. pro.ject in the Municipality, ;Ind have represented 10 I.hc Municip;rIiLy I~hat it would hc :In 1~nc'our:I~elnent and induce- mcnt for il L~I proceed iT the project could he f inrlnceri with industrial development revenue bonds; and WHEREAS, the project would be for the purpose of manufacture and fabrication of machinery parts and would con- sist of land, building and equipment (hereinafter called the "Project"); and WHEREAS, the Eligible Participant has estimated that the cost of the Project would be approximately $1,400,000 but, with allowance for modifications, design changes, and inflation could be as high as $1,750,000; and WHEREAS, it is in the public interest of the Munici- pality to promote, attract, stimulate, rehabilitate and revita- 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 WHEREAS, it is the finding and determination of this body that the Project is a qualified "project" within "eligible participant" within the meaning of the Act; and the meaning of the Act and that the Eligible Participant is an WHEREAS, it is the finding and determination of ik this body that the Municipality would derive public benefits from the Project and its operation by the Eligible Participant, including by way of illustration but not limitation the fol- lowing: the provision and retention of gai,nful employment opportunities for the citizens of the Municipality; the stimu- lation of the flow of investment capital into the Municipality with resultant beneficial effects on the economy in the Munici- pality; and the preservation and enhancement of the Munici- pality's tax base; and body that the public interest will be served if the Munici- WHEREAS, it is the finding and determination of this pality were to encourage and induce the Eligible Participant to undertake the Project in the Municipality; NOW, THEREFORE, BE IT RESOLVED: 1. Subject to the conditions specified in para- graph 2, the Municipality shall pursue and consummate a financing having the following elements: -2- e (a) The Municipality shall issue industrial develop- nent revenue bonds pursuant to the Act in such amount not in excess of $1,750,000 as the Eligible Participant shall request, provided, however, that the actual amount shall not be greater than the then estimated aggregate cost of pro- viding the Project and paying the costs incident to the financing (said bonds being hereinafter called the "Bonds"). derived from the Eligible Participant or otherwise provided (b) The Ronds shall be payable solely out of revenues ment purchase or similar agreement (hereinafter called the for pursuant to the terms of a lease, sale, loan, install- "Revenue Agreement") to be entered into between the Munici- pality and the Eligible Participant. Participant to acquire, construct or install the Project and (c) The Revenue Agreement shall require the Eligible to provide the Municipality with revenues sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. (d) The Bonds shall have such maturities, interest rates and redemption features as the Eligible Participant shall propose, provided that such terms shall be substan- tially similar to the terms of similar bonds secured by obligations of companies having substantially equivalent credit to that of the Eligible Participant. shall be on the following conditions: 2. The issuance of the Bonds by the Municipality the Municipality within the meaning of any State constitu- (a) The Bonds shall not constitute an indebtedness of 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) I€ the Municipality shall hold title to the Project while the Bonds are outstanding, the Eligible Participant shall be subject to property taxation in the same amount and to the same extent as though the Eligible Participant were the owner of the Project. (d) The Eligible Participant shall be responsible for finding a purchaser or purchasers for all of the Bonds. -3- (e) The out-oE-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. (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 been filed and said referendum shall have approved the Bond petit ion shall be timely filed or such petition shall have issue: and (iii) this body, by further resolution, shall have authorized and approved the terms of the Bonds and the Revenue Agreement. the delivery of the Bonds shall be accompanied with the (E) The Bonds shall be issued pursuant to the Act, and 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. e 3. The Clerk shall cause notice of adoption of this Resolution to be published once in The Muskego Sun (the Munici- pality's official newspaper, for the publication of notices pursuant to Chapter 985 of the Wisconsin Statutes) in suhstan- tially the form attached to this Resolution, and shall cause a copy of such public notice together with a copy of this Resolu- tion to be filed with the Secretary of Business Development of the State of Wisconsin within 10 days following publication of such notice. 4. 'Chis Resolution is an "initial resolution" within the meaning of the Act. 5. 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 May 1, 1980, or on such later date as this body may specify by resolution adopted either before or after such date. -4- [Form oE Notice to be Published by the Clerk] e a NOTICE TO ELECTORS OF THE CITY OF MUSKEGO TAKE NOTICE that the Common Council of the City of Muskego, Wisconsin, at a lawful meeting held on the 27th day of March, 1979, adopted an initial resolution, pursuant to Section 66.521 of the Wisconsin Statutes, authorizing the issuance of not to exceed $1,750,000 principal amount of industrial development revenue bonds on behalf of Peerless Gear and Engineering, Inc., a Wisconsin corporation and Robert Agenten and members of the or both said corporation and said individuals are referred to as Agenten family (hereinafter said corporation or said individuals the "Eligible Participant"). The purpose of the hond issue is to project consisting of land, buildings and equipment to be located finance the construction, acquisition and installation costs of a in the City and operated by the Eligible Participant for the purpose of manufacturing and fabricating machinery parts. THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF NIARY LIABILITY OF THE CITY; NOR SHALL THE RONDS BE A CHARGE AGAlNST THE GENERAL CREDIT OR TAXING POWER OF THE CITY. RATHER, THE BONDS SHALL BE PAYABLE SOLELY FROM THE REVENUES AND OTHER AMOUNTS DERIVED OR RESULTING FROM A REVENUE AGREEMENT TO BE ENTERED INTO WITH THE COMPANY, THE CITY OF MUSKEGO; NOR SHALL THE RONDS GIVE RISE TO ANY PECU- The aforesaid initial resolution is a public document and may be inspected by any elector of the City at the City Hall, during business hours. TAKE FURTHER NOTICE THAT THE ELECTORS OF THE CITY OF MUSKEGO MAY PETITI9N FOR A REFERENDUM @N THE QUESTION OF THE BOND ISSUE. Section 66.521(10)(d) of the Wisconsin Statutes, pro- v ides : "(d) 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 petit ion, signed by not less than 5% o€ 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 determined under s-. 115.01(13), is filed with the clerk for the office of governor at the last general election as quest ion of the issuance of the bonds. If such a petition of the municipality requesting a referendum upon the 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." /s/Betty Bowyer City Clerk -5- . APPROVAL OF RESOLUTION BY MAYOR 'The ;Ittachetl IKesol.ution No. 53-79 , ent itled INITIAL RESOLUTION RELATING TO ON BEHALF OF INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING PEERLESS GEAR AND ENGINEERING, INC. Wisconsin, on Elarch 27, 1979, is hereby approved. which was adopted by the Common Council of the City of Nuskego, Dated 3-27-79 , 19 - . CERTIFICATIONS BY CLERK dcl)o!;c certify that I am the du1.y elected, qualified and I, Betty Rowyer, being Eirst duly sworn, do hereby ;~ctini; Clerk of the City oE Muskego, in the County of Milwaukee, State of Uisconsin, and as such I have in my possession, or have access to, the complete corporate records oE said City and of its Common Council; that I have carefully compared the transcript hereto attached with the aforesaid corporate records; that said of all the corporate records in relation to the adoption of transcript hereto attached is a true, correct and complete copy Resolution No. 53-79 entitled: INITIAL RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING ON BEHALF OF PEERLESS GEAR AND ENGINEERING, INC. I do hereby further depose and certify as follows: 1. Said resolution was considered for adoption by the Common Council at a meeting held in the City Hall at oE th,e Common Council and was held in open session in compliance 7:30 P.M. on March 27, 1979. Said meeting was a regular meeting with Subchapter IV of Chapter 19 of the Idisconsin Statutes. 2. Said resolution was on the agenda for said meeting and public notice thereoE was given not less than 24 hours prior to the commencement of said meeting in compliance with Section 19.84 of the Idisconsin Statutes, including, without limitation, by posting on the bulletin hoard 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 Jerome J. Gottfried, Mayor, who chaired the meeting. Upon roll I noted and recorded that the following Aldermen were present: Ford, Pienkos. Tomczyk, Van Lanen " Schaumberg and Wallner and that the following Aldermen were absent: Dumke I noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting with- out intervention of any closed session. One of the matters taken up was said resolution which was introduced and its adoption was -i- 1 rlC.1.111.1r1 ..Ford- ~ . . , and sccondctl by Al~dcr1n;tn . I'ollowinv, discussion and after all Aldermen _._~~~~ to do so had expressed their views for or against called, and the continued presence of a quorum being noted, the said resolution, the question was called and upon roll being recorded vote was as follows: ~" Aye: Ald. Ford Ald. Schaumberg 1 Ald. Van Laen Ald. Wallner Nay : none , Abstain : none Whereupon the Mayor declared said resolution adopted, and I so recorded 'it. March 27 , 1979, and I have so recorded. 4. Said resolution was approved by the Mayor on 5. I have caused the "Notice to Electors" to be published'in the form and place specified in said resolution: and 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 not ice. IN WI'TNESS WHEREOF, I have signed my name and affixed the seal of the City hereto on this "" 28 day of March , 1979. ">- Bette J. Bowyer, City Clerk STATE OF WISCONSIN ) COUNTY OF MILWAUKEE ) ) ss Subscribed and sworn to before me this day, the date last above written. [Notarial Seal]