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CCR1981017..- -w .. L INITIAL RESOLUTION REGARDING CITY OF MUSKEGO, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS WHEREAS, the City of Muskego, Wisconsin (the "Citytt), is authorized by Section 66.521, Wisconsin Statutes, as amended (the "Act"), to, among other powers, (i) construct, equip, reequip, acquire by gift, lease or purchase, install, reconstruct, rebuild, rehabilitate, improve, supplement, replace, maintain, repair, enlarge, extend or remodel industrial projects, (ii) enter into revenue producing agreements for the same in order to promote the right to gainful employment, business opportunities and general welfare of its inhabitants and to preserve and enhance its tax base, (iii) borrow money and issue bonds to finance costs related to such industrial projects, which bonds are to be payable solely pertaining to the project to be financed by the bonds so issued out of the revenues derived pursuant to the revenue agreement and, in the event of default of such agreement, as may be author- ized by this Council and permitted by law, and which bonds may be secured by a mortgage and/or security interest in the project or other security; and e WHEREAS, Dr. Arlen R. Delp ("Dr. Delp") has represented to the City that he needs to finance certain of the costs of land of a facility (the "Facility") to be used primarily as a medical acquisition in the City and the constructing and equipping thereon clinic by Muskego Medical Clinic, S.C., a Wisconsin professional service corporation (which acquisition, construction, equipping and related improvements and expenditures are herein called the "Project") for an estimated cost of $300,000; and has had negoti- ations with the City as to the feasibility of undertaking the Project in the City or elsewhere and as to the financing of part City of its industrial development revenue bonds pursuant to the or all of the costs of the Project through the issuance by the Act; and WHEREAS, Dr. Delp will undertake to pay the City funds on such bonds when issued and will agree to cause the Project to sufficient to provide for prompt payment of principal and interest be completed; NOW, THEREFORE, BE IT RESOLVED bv this Common Council of the - City of Muskego: the City from the development of the Project in the City and to (1) In view of the considerable benefits to be derived by induce and encourage Dr. Delp to undertake the Project in the City, the City intends to consummate a project financing agreement pursuant to which the City shall: (a) issue, sell and deliver to purchasers procured by Dr. Delp industrial development revenue bonds in an aggregate amount not to exceed $300,000 in order to finance costs related to the Project, which bonds shall be payable solely from the revenues derived from a revenue agreement with respect to the Project and in the event of default of such agreement, as may be authorized by this Council and permitted by law; (b) acquire part or all of the Facility, if necessary and proper pursuant to such project financing agreement; (c) enter into a revenue agreement with Dr. Delp with respect to at least that part of the Facility financed by industrial revenue bonds, providing revenues sufficient to pay principal of, and interest on, the bonds when due, providing for completion of part or all of the Project by Dr. Delp, and which may further provide for the right of Dr. Delp to acquire any part of the Facility which the City equal to the amount required to retire all the outstanding shall have acquired previously, for the aggregate amount bonds plus One Dollar ($1) or such other sum as may be required by law; and the revenues and other amounts therefrom to the bondholders (d) assign the revenue producing agreement and pledge or to a trustee under an indenture of trust and enter into such other appropriate arrangements which may be deemed necessary, if any, including but not limited to, the grant- the Facility, in order to further secure payment of prin- ing of a mortgage and/or security interest in part or all of cipal of, premium, if any, and interest on the bonds. (2) The bonds issued to finance costs of the Project shall never constitute an indebtedness of the City within the meaning of any state constitutional provision or statutory limitation and City or its officers or a charge against its general credit or shall not constitute or give rise to a pecuniary liability of the taxing powers. (3) If the City owns any part of the Facility, taxes shall be assessed to the user of such part of the Facility in the same manner and amount as though such user owned such part. (4) The appropriate officials of the City are hereby autho- rized to negotiate the terms of the project financing agreement, revenue producing agreement, any instruments of conveyance, properly complete the financing provided that all such terms, indenture of trust, if any, and any other documents required to documents and procedures shall be subject to the conditions of this Resolution and the provisions of the Act and shall not be binding unless and until: -2- (a) the details of the project financing agreement and all documents pertinent thereto are reviewed, authorized and approved by resolution of this Council; opportunity to petition for a referendum on the matter of the aforesaid bond issue as required by the Act; (b) the electors of the City shall have been given the (c) either no such petition shall be timely filed or such petition shall have been so filed and said referendum shall have approved the bond issue; and financing shall have been duly executed by the parties thereto and delivered to the extent required. (5) All commitments of the City and of Dr. Delp hereunder (d) all documents required in connection with the are subject to the condition that on or before three (3) years from the date hereof (or such other date as shall be mutually satisfactory to the City and Dr. Delp), the City and Dr. Delp the revenue producing agreement referred to in paragraph 4 and of shall have agreed to mutually acceptable terms and conditions of the Bonds and other instruments or proceedings relating to the Bonds. (6) The City Clerk is hereby directed to publish notice of adoption of this Resolution as a class 1 notice under Chapter 985, Wis. Stats., (relating to publication of official notices) in the official newspaper of the City in substantially the form attached to this Resolution. (7) The City Clerk is hereby directed to file with the Resolution together with a copy of the public notice of its Secretary of Development of the State of Wisconsin a copy of this adoption within ten days following publication of such notice. Adopted a,// , 1981 City Clerk Approved , 1981 Mayor A"12 : B -3- OFFICIAL NOTICE NOTICE TO ELECTORS OF THE CITY OF MUSKEM WAUKESHA COUNTY, WISCONSIN Waukesha County, Wisconsin at a lawful meeting held on the 10th TAKE NOTICE that the Common Council of the City of Muskego, day of Febmary, 1981, adopted an initial resolution, pursuant to Section 66.521 of the Wisconsin Statutes, as amended, setting forth the intent of the City: (1) to issue industrial develop- ment revenue bonds in an amount not to exceed $300,000 for the purpose of financing costs related to land acquisition in the City and the construction and equipping thereon of a new facility Clinic, S.C., a Wisconsin professional service corporation and to be used primarily as a medical clinic by Muskego Medical -respect to such financing. (2) to enter into a revenue agreement with Dr. Arlen R. Delp with THE BONDS SHALL BE PAYABLE SOLELY FROM THE REVENUES AND OTHER AMOUNTS DERIVED OR RESULTING FROM A REVENUE AGREEMENT WITH RESPECT TO THE FINANCED PROJECT OR, IN THE EVENT OF DEFAULT OF SUCH AGREEMENT, AS OTHERWISE AUTHORIZED BY THE CITY OF MUSKEGO AM) PERMITTED BY LAW. THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY OF MUSKEGO WITHIN THE MEANING OF ANY NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF TEE CITY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION, AND SFALL OR ITS OFFICERS OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS. 0 The resolution may be inspected by any elector of the City Avenue, Muskego, Wisconsin during business hours. at the office of the City Clerk, City Hall, W182 58200 Racine follows with respect to the opportunity to petition for a referendum upon the question of the issuance of the Bonds: Section 66.521(10)(d) of the Wisconsin Statutes reads as "(d) The governing body may issue bonds under this of the municipality for approval unless within 30 days from section without submitting the proposition to the electors the date of publication of notice of adoption of the initial than 5% of the registered electors of the municipality, or, resolution for such bonds, a petition, signed by not less if there is no registration of electors in the municipality, by 10% of the number of electors of the municipality votinq determined under s.115 Ol(13). is filed with the clerk of for the office of governor at the last general election as of the issuance of the bonds. If such a petition is filed. the municipality requesting a referendum upon the questisn the bonds shall not be issued until appraved by a rnajorizy e of the electors of the municipality voting thereon at a general or special election." Dated v-<h~a-q /o, 1981. r-, _1 City Clerk A"12 : H -2- OFFICIAL NOTICE RESOLUTION WAIVING PUBLIC BIDDING REQUIREMENT FOR NOTICE OF CITY OF MUSKEGO INDUSTRIAL DEVELOPMENT REVENUE BOND PROJECT DR. ARLEN R. DELP Waukesha County, Wisconsin at a lawful meeting held on the loch day of February., 1981, adopted a resolution, pursuant to Section 66.521 of the' Wisconsin Statutes, as amended, setting forth the intent of the City as follows: TAKE NOTICE that the Common Council of the City of Muskego, WHEREAS, the City of Muskego, Wisconsin (the "City"), has by resolution of its Common Council expressed its intent to issue bonds pursuant to Wis. Stats. Section 66.521 in an amount not to exceed $300.000 for the purpose of financing on behalf of Dr. Arlen R. Delp, certain of the costs of land acquisition in the City and the constructing and equipping thereon of a new facility Clinic, S.C., a Wisconsin professional service corporation (which to be used primarily as a medical clinic by Muskego Medical expenditures are herein called the "Project"); and acquisition, construction, equipping and related improvements and WHEREAS, Wis. Stats. 66.521(11)(b)1. provides in the first sentence thereof that construction work which is let by contract with industrial revenue bonds only if the contract is let to the and which has an estimated cost exceeding $5,000 may be financed advertised by publishing a class 2 notice under Ch. 985; and lowest responsible bidder and proposals for the contract are WHEREAS, Dr. Arlen R. Delp has informed the City that com- pliance with the notice and public bidding requirement in the hinder the expeditious commencement of the Project and result in first sentence of Wis. Stats. Section 66.521(11)(b)l could prevent Dr. Delp from taking advantage of existing relationships additional costs to Dr. Delp and substantial delays and possibly which would be most desirable for efficient completion of the Project; and WHEREAS, Wis. Stats. Section 66.521(11)(b) provides the City with authority to waive the public bidding and anti-discrimination requirements; City of Muskego that this Common Council hereby finds that the imposition of the public notice and bidding requirements of the hinder the expeditious commencement of the Project and result in first sentence of Wis. Stats. Section 66.521(11)(b)l. could prevent Dr. Delp from taking advantage of existing relationships additional costs to Dr Delp and substantial delays and possibly xhich would be most desirable for efficient completion of the Project; therefore, this Common Council pursuant to the authority waives the requirements of the first sentence of Wis. Stats. granted to it by Wis Stats. Section 66.521(11) (b)(2) hereby NOW, THEREFORE, BE IT RESOLVED by this Common Council of the Section 66.521(11)(b)l. with regard to the Project provided that the revenue producing agreement for the financing shall contain 0 an indemnification provision satisfactory to the City; FURTHER RESOLVED, that the City Clerk is hereby directed to publish this resolution as a class 1 notice under Ch. 985, Wis. newspaper in which the City's official notices are published Stats. (relating to publication of official notices) in the pursuant to such chapter. Date: 7- - : -/.,' Lcubtq /C , 1981 City Clerk A"l2 : c -2-