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CCR1981111RESOLUTION AUTHORIZING INDUSTRIAL DEVELOPMENT REVENUE BOND WAUKESHA COUNTY, WISCONSIN CITY OF MUSKEG0 (ARLEN R. DELP PROJECT) SERIES 1981 (THE "BOND" ) WHEREAS, in a resolution (the "Initial Resolution") adopted February 10, 1981 by the Common Council of the City of Muskego, Waukesha County, Wisconsin (sometimes herein called the "City" or the "Issuer"), the Issuer expressed its intent, and authorized and directed its officers, to work toward the consummation of a financing agreement with Arlen R Delp (the "Participant") pursuant to which the City would issue its industrial development revenue bonds pursuant to Section 66.521, Wisconsin Statutes, as amended (the "Act"), in an amount not to exceed $300,000 for the purpose City and constructing and equipping thereon a facility (which of financing costs of, among other things, acquiring land in the the "Project") to be initially leased to Muskego Medical Clinic S.C. land, facility and related improvements are referred to herein as related medical and service activities pursuant to a Lease Agreement (the "Lessee") for use primarily as a medical clinic and for between the Participant and the Lessee (the Lease"); and II WHEREAS, the Participant has since determined to acquire the the purpose of constructing and equipping the Project; and land with other funds and will use the proceeds of the Bonds for WHEREAS, in reliance upon the Initial Resolution, the Parti- with the initial purchaser (the "Purchaser") for purchase of the cipant has commenced the Project, has entered into negotiations Bond to be so issued and caused to be prepared and herewith submitted to this Common Council forms of the following documents: (a) Mortgage, Loan and Security Agreement between the Issuer and the Participant pursuant to which the Issuer pant to finance the Project and related costs, together agrees to loan the proceeds of the Bond to the Partici- with the Participant's Note containing his promise to repay such loan with interest as set forth therein (annexed hereto as Exhibit "A" , incorporated herein by reference and referred to herein as the "Revenue Agree- ment" and "Note", respectively) ; and (b) Indenture of Trust between the Issuer and Independence Bank Waukesha N.A., Waukesha, Wisconsin, as Trustee (annexed hereto as Exhibit "B", incorporated herein by reference, and referred to herein as the "Indenture"); and (c) Project Financing Agreement among the Issuer, the bit "C", incorporated herein by reference, and referred Participant and the Purchaser (annexed hereto as Exhi- to as the "Agreement"); and tion of a mortgage on and a security interest in the Pledged Property and the pledge of the Revenue Agreement and its revenues to the Trustee under the Indenture, as herein recited and provided, in the judgment of this Council, will serve the intended accomplish- ments and in all respects conform to the provisions and require- ments of the Act; and WHEREAS, the issuance of the Bond by the Issuer, the crea- WHEREAS, the Participant has made representations to the estimated cost of acquisition and construction of the Project, Issuer (to be supported by appropriate documentation) that the together with related costs, is an amount which will be at least estimated to be at least 15 years; and $300,000 and that the useful life of the Pledged Property is WHEREAS, the Participant has represented and agreed that he will enter into the Revenue Agreement with respect to the Project thereto, and comply with all the terms and provisions of the Note as described above, issue the Note, pay all expenses with respect and Revenue Agreement so that full debt service will be provided in order to meet payments of principal of, premium, if any, and interest on the Bond and the Participant agrees that his repre- sentations have been expressly relied upon by the Issuer in the adoption of this Resolution; CITY OF MUSKEGO, WISCONSIN, THAT: NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE "Bondholders", "Pledged Property", "Project Fund", "Trust Estate" 1. Definitions. The terms "Series 1981 Bond", "Bond Fund", and "Trustee" shall have the same meanings as defined in the Series 1981 Bond, unless the context otherwise requires Indenture. The term "Bond" when used herein shall refer to the 2. Determination. This Board hereby finds and determines that: (a) the estimated cost of the Project as more particularly defined in the Indenture including all costs in connec- under the Act is at least $300,000; tion therewith permitted to be financed with the Bond (b) the useful life of the Pledged Property is not less than fifteen (15) years; (c) the loan payments to be made in each year as specified in Section 3.9 of the Revenue Agreement are sufficient to pay the principal of and interest on the Bond; and -2- A (d) no reserve fund need be established in connection with the retirement of the Bond or maintenance of the Pledged Property. 3. Issue of the Series 1981 Bond. The Issuer shall issue its Bond in the amount of Three Hundred Thousand Dollars ($300,000) for the purpose of financing the Project and other authorized costs. The Bond shall be sold to the Purchaser in ment. The Bond shall be issued pursuant to the Act, shall be accordance with the terms and conditions set forth in the Agree- designated, in the form, and have the maturity and bear interest of its issuance and sale. All details pertaining to the Bond as as provided in the Indenture. The Bond shall be dated the date provided in the Indenture are hereby adopted as and for the details approved by this Issuer. The Bond shall not be a general obligation or indebtedness of the Issuer within the meaning of any state constitutional provision or statutory limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or its officers or a charge against its general credit or taxing powers, but shall be payable solely from the payments and other revenues that may be available therefor from the Revenue Agreement and Note or in the event of default thereon as other- wise provided herein or in the Indenture and permitted by law, and in no event shall the Bond or the interest thereon or any other costs or expenses in connection therewith or with the Project ever be payable from any funds of the Issuer other than under the Revenue Agreement and Note. The payments when paid by the payments and other revenues to be received by the Issuer the Participant, pursuant to the Revenue Agreement and Note, shall be paid directly to the Trustee for the account of the Issuer so long as the Bond shall be outstanding and unpaid. The Bond shall be executed on behalf of the Issuer by its Mayor and its Clerk or their authorized deputies in their absence and shall have its corporate seal impressed or imprinted thereon. Facsimile signatures may be used as permitted by law. 0 chanaes or revisions therein as Quarles & Brady as Bond Counsel 4. Approval and Execution of Documents. Subject to such ~~~~~~~ ("Bond Counsel") or Counsel for the Issuer may-approve, the tially their respective forms presented to this meeting and Indenture, Note, Revenue Agreement, and Agreement, in substan- or any of their authorized deputies if necessary, are authorized attached hereto, are hereby approved. The Mayor and the Clerk, on behalf of the Issuer to execute and deliver the Indenture, Revenue Agreement, and Agreement, with such revisions, changes, or deletions as may be approved by the signatories thereto, which approval shall be conclusively proved by their execution of such documents. The Mayor and Clerk and their authorized deputies and other officials of the Issuer are hereby authorized to prepare or to have prepared and to execute, file and deliver, as appropriate, all such documents, financing statements, opinions, certificates, but not limited to amendments of the Indenture and Revenue Agreement affidavits, and closing or post-closing instruments (including not requiring the consent of the Bondholders pursuant to Sections -3- 11.01 and 12.01 of the Indenture) as may be required by this Counsel. resolution or deemed necessary by said officials or by Bond 5. Appointment of Trustee; Funds; Investment Directions. designated as Trustee under the Indenture. Independence Bank Waukesha N.A., Waukesha, Wisconsin, is hereby lished with the Trustee the following trust funds: There are hereby created by the Issuer and ordered estab- (a) The Project Fund as described in Section IV-2 of the and such other costs as are provided to be paid there- Indenture to be used solely to pay costs of the Project from in the Indenture. The Issuer hereby authorizes and directs the Trustee (i) to withdraw sufficient funds from said Project Fund to make the aforesaid payments as the same become due and payable, and (ii) to transfer from the Project Fund to the Bond Fund any moneys which are not needed for the purposes for which the Bond is issued in the manner and at the time pro- vided in the Indenture. (b) The Bond Fund as described in Section IV-1 of the on the Bond and such other costs as are provided to be Indenture to be used to pay the principal and interest paid therefrom in the Indenture. The Issuer hereby cient funds from the Bond Fund to pay the Bond, premium, authorizes and directs the Trustee to withdraw suffi- if any, and interest thereon as the same become due and payable The Bondholders shall have a first lien on be paid by the Participant for the payment of principal, the payments in connection with the Project required to premium, if any, and interest on the Bond under the Revenue Agreement, Note and Indenture. Said payments received under the Revenue Agreement and Note with respect to the Project are hereby irrevocably pledged for the payment of the Bond and interest thereon. The Issuer authorizes and directs the Trustee to invest Fund as set forth in Article 6 of the Indenture. and reinvest moneys in the Project Fund and the Bond The Bond and the interest thereon shall be additionally secured 6. Certain Indenture Provisions and Additional Security. by a mortgage on and a security interest in the Pledged Property as provided in the Revenue Agreement and Indenture, by an assign- ment of a life insurance policy taken out on the life of the Participant to the Trustee and by a mortgage on certain other real estate. * ment of the Lease by the Participant to the Trustee, by an assign- -4- Agreement provides, inter alia, that: 7. Certain Provisions of the Revenue Agreement. The Revenue (a) The maintenance and repair costs of the Pledged Prop- erty, taxes in connection therewith, and other charges be taken out, assumed and paid by the Participant. The and insurance with respect to the Pledged Property will Issuer has no obligation with respect thereto. The proceeds of any recovery under the foregoing insurance policies shall be used and disposed of in the manner provided in the Revenue Agreement and the Indenture. (b) The Participant shall make payments pursuant to the Note and Revenue Agreement (directly to the Trustee for deposit in the Bond Fund and for the account of the Issuer) in the amounts sufficient for payment from the Bond Fund when due of the principal of, premium, if any, and interest on the Bond. lations, obligations and agreements of the Issuer contained in this resolution and in the Bond, the Revenue Agreement, the stipulations, obligations and agreements of the Issuer to the Indenture, and the Agreement shall be deemed to be the covenants, full extent authorized or permitted by law, and such covenants, stipulations, obligations and agreements shall be binding upon the Issuer and its successors from time to time and upon any body to which any powers or duties affecting such covenants, stipula- tions, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this reso- and liabilities imposed upon the Issuer or the officers thereof lution, all rights, powers and privileges conferred and duties by the provisions of this resolution, the Bond, the Revenue Agreement, the Indenture or Agreement shall be exercised or performed by the Issuer or by such officers, board or body as may 8. Covenants Binding Upon Issuer. All covenants, stipu- be required-by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Bond, the Revenue Agreement, the stipulation, obligation or agreement of any officer, agent or Indenture or the Agreement shall be deemed to be a covenant, capacity and neither the members of this Board nor any officer employee of the Issuer or of this Board in his or her individual executing the Bond shall be liable personally on the Bond or be subject to any personal liability or accountability by reason of w the issuance thereof. -5- , 9. Persons Responsible for Issuing the Bonds. The Mayor, Clerk and their authorized deputies are hereby designated as the officers responsible for issuing the Bonds within the meaning of Section l.lO3-13(a)(2)(ii)(C) of the Income Tax Regulations. dP -6-