CCR2013019-Initial Resolution-Northern Gear
COMMON COUNCIL OF
CITY OF MUSKEGO, WISCONSIN
RESOLUTION #019-2013
INITIAL RESOLUTION REGARDING
INDUSTRIAL DEVELOPMENT REVENUE BOND
FINANCING FOR NORTHERN GEAR, LLC
WHEREAS, Section 66.1103 of the Wisconsin Statutes (the “Act”) authorizes the City of
Muskego, Wisconsin (the “Issuer”), to authorize the issuance and sale of bonds by the Issuer to
construct, equip, re-equip, acquire by gift, lease or purchase, install, reconstruct, rebuild, rehabilitate,
improve, supplement, replace, maintain, repair, enlarge, extend or remodel industrial projects; and
WHEREAS, Northern Gear, LLC, a Wisconsin limited liability company, and/or a limited
liability entity to be formed (collectively, the “Borrower”), desires to complete a project consisting of
financing the (i) purchase of land, (ii) construction of an approximately 98,000 square foot facility to
be located at W160 S6609 Commerce Drive in the City of Muskego, Wisconsin (the “Facility”) to be
used by Northern Gear, LLC to manufacture precision machined parts, gears, shafts and other
components, (iii) acquisition and installation of equipment at the Facility and (iv) payment of certain
professional costs and costs of issuance (collectively, the “Project”), all of which would contribute to
the well-being of the City of Muskego, Wisconsin; and
WHEREAS, the cost of the Project is presently estimated to be $7,200,000 and the amount
proposed to be financed with one or more issues or series of tax-exempt and/or taxable industrial
development revenue bonds (the “Bonds”) issued under the Act does not exceed $7,200,000; and
WHEREAS, it is the public interest of the Issuer to promote, attract, stimulate, rehabilitate and
revitalize commerce, industry and manufacturing, to promote the betterment of the economy of the
Issuer; and
WHEREAS, the Borrower has requested that the Issuer now approve an initial resolution (the
“Initial Resolution”) providing for the financing of the Project in an amount not to exceed $7,200,000;
and
WHEREAS, the Issuer is a municipality organized and existing under and pursuant to the laws
of the State of Wisconsin, and is authorized to enter into revenue agreements with eligible participants
with respect to the Project whereby eligible participants agree to cause said Project to be constructed
and to pay the Issuer an amount of funds sufficient to provide for the prompt payment when due of
the principal and interest on said industrial development revenue bonds.
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Muskego,
Wisconsin, as follows:
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1. Based upon representations of the Borrower, it is the finding and determination of the
Common Council that the Project is a qualified “project” within the meaning of the Act and that the
Borrower is an “eligible participant” within the meaning of the Act. The Issuer shall:
(a) Finance the Project in an amount not to exceed $7,200,000; and
(b) Issue industrial development revenue bonds in one or more series of tax-
exempt and/or taxable bonds (the “Bond(s)”), in an amount not to exceed $7,200,000 in order
to finance costs of the Project.
2. The aforesaid plan of financing contemplates, and is conditioned upon, the following:
(a) The Bonds shall never constitute an indebtedness of the Issuer within the
meaning of any state constitutional provision or statutory limitation;
(b) The Bonds shall not constitute or give rise to a pecuniary liability of the Issuer
or a charge against its general credit or taxing powers;
(c) The Project shall be subject to property taxation in the same amount and to the
same extent as though the Project were not financed with industrial development revenue
bonds;
(d) The Borrower shall find a purchaser for all of the Bonds; and
(e) The City’s out-of-pocket costs, including but not limited to legal fees and
Trustee’s fees, in connection with the issuance and sale of the Bonds shall be paid by the
Borrower; and
(f) A notice of public hearing required by federal law for purposes of Section
147(f) of the Internal Revenue Code, as amended, shall be published in a newspaper of general
circulation in the City of Muskego and a public hearing shall be held to provide interested
individuals or parties the opportunity to testify as to the Project and the issuance of the Bonds.
3. The aforesaid plan of financing shall not be legally binding upon the Issuer nor be
finally implemented unless and until:
(a) The details and mechanics of the same are authorized and approved by a
further resolution of the Common Council which shall be solely within the discretion of the
Common Council;
(b) The City Clerk shall cause notice of adoption of this Initial Resolution, in the
form attached hereto as Exhibit A, to be published once in a newspaper of general circulation
in the City of Muskego, and the electors of the City of Muskego shall have been given the
opportunity to petition for a referendum on the matter of the aforesaid Bond issue, all as
required by law;
(c) Either no such petition shall be timely filed or such petition shall have been
filed and said referendum shall have approved the Bond issue;
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(d) The City Clerk shall have received an employment impact estimate issued under
Section 560.034 of the Wisconsin Statutes;
(e) All documents required to consummate the financing have been duly
authorized and delivered; and
(f) The Issuer and the Borrower have resolved all land use and special use issues
with respect to the affected property and the Project.
4. Pursuant to the Act, all requirements that the Project be subject to the contracting
requirements contained in Section 66.1103 are waived, the Borrower having represented that it is able to
negotiate satisfactory arrangements for completing the Project and that the Issuer's interests are not
prejudiced thereby.
5. The City Clerk is directed, following adoption of this Initial Resolution (i) to publish
notice of such adoption not less than one time in the official newspaper of the City of Muskego,
Wisconsin, such notice to be in substantially the form attached hereto as Exhibit A and (ii) to file a copy
of this Initial Resolution, together with a statement indicating the date the Notice to Electors was
published, with the Wisconsin Economic Development Corporation within twenty (20) days following
the date of publication of such notice.
6. This Initial Resolution is an “initial resolution” within the meaning of the Act and
official action toward issuance of the Bonds for purposes of Sections 103 and 144 of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Furthermore, it is
the reasonable expectation of the Issuer that proceeds of the Bonds may be used to reimburse
expenditures made on the Project prior to the issuance of the Bonds. The maximum principal amount
of debt expected to be issued for the Project on the date hereof is $7,200,000. This statement of official
intent is made pursuant to Internal Revenue Code §1.150-2.
Passed and adopted at a regular meeting of the Common Council of the City of Muskego
this 26th day of March, 2013.
APPROVED:
Kathy Chiaverotti, Mayor
ATTEST:
Sharon Mueller, City Clerk
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EXHIBIT A
NOTICE TO ELECTORS OF THE CITY OF MUSKEGO, WISCONSIN
TAKE NOTICE that the Common Council of the City of Muskego, Wisconsin (the
“Issuer”), at a regular meeting held at City Hall, W182 S8200 Racine Avenue, Muskego, Wisconsin,
on March 26, 2013, adopted an Initial Resolution pursuant to Section 66.1103 of the Wisconsin
Statutes, as amended, expressing the intention to issue not to exceed $7,200,000 of industrial
development revenue bonds of the Issuer (the “Bonds”) on behalf of Northern Gear, LLC, a
Wisconsin limited liability company, and/or a limited liabity entity to be formed (collectively, the
“Borrower”). The Borrower desires to complete a project consisting of financing the (i) purchase of
land, (ii) construction of an approximately 98,000 square foot facility to be located at W160 S6609
Commerce Drive in the City of Muskego, Wisconsin (the “Facility”) to be used by Northern Gear,
LLC to manufacture precision machined parts, gears, shafts and other components, (iii) acquisition
and installation of equipment at the Facility and (iv) payment of certain professional costs and costs
of issuance (collectively, the “Project”). The Borrower has represented that the net number of full-
time equivalent jobs which the Project is expected to create on the Project site is 10.
Pursuant to the terms of Section 66.1103 of the Wisconsin Statutes, all requirements that the
Project be subject to the contracting requirements contained in Section 66.1103 are waived, the
Borrower having represented that it is able to negotiate satisfactory arrangements for completing the
Project and that the Issuer's interests are not prejudiced thereby.
THE BONDS SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF THE ISSUER,
NOR SHALL THE BONDS GIVE RISE TO ANY PECUNIARY LIABILITY OF THE ISSUER,
NOR SHALL THE BONDS BE A CHARGE AGAINST THE GENERAL CREDIT OR TAXING
POWERS OF THE ISSUER. RATHER, THE BONDS SHALL BE PAYABLE SOLELY FROM
THE REVENUES AND OTHER AMOUNTS TO BE DERIVED PURSUANT TO THE
REVENUE AGREEMENT RELATING TO SAID PROJECT TO BE ENTERED INTO
BETWEEN THE ISSUER AND THE BORROWER.
The Initial Resolution may be inspected in the office of the City Clerk at W182 S8200 Racine
Avenue, Muskego, Wisconsin, during business hours.
TAKE FURTHER NOTICE THAT THE ELECTORS OF THE CITY OF MUSKEGO
MAY PETITION FOR A REFERENDUM ON THE QUESTION OF THE BOND ISSUE.
Unless within thirty (30) days from the date of the publication of this Notice a petition signed by not
less than five percent (5%) of the registered electors of the City of Muskego is filed with the City Clerk
requesting a referendum on the question of the issuance of the Bonds, the Issuer will issue the Bonds
without submitting the proposition for the electors' approval. If such petition is filed as aforesaid, then
the Bonds shall not be issued until approved by a majority of the electors of the City of Muskego voting
thereon at a general or special election.
Sharon Mueller, City Clerk
City of Muskego, Wisconsin
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CERTIFICATION BY CITY CLERK
I, Sharon Mueller, duly sworn, hereby certify that I am the duly qualified and acting City Clerk
of the City of Muskego, Wisconsin (the “City”), and as such I have in my possession, or have access to,
the complete corporate records of the City and of its Common Council; that I have carefully compared
the transcript attached hereto with the aforesaid records; and that said transcript attached hereto is a
true, correct and complete copy of all the records in relation to the adoption of Resolution No. 019-
2013 entitled: INITIAL RESOLUTION REGARDING INDUSTRIAL DEVELOPMENT
REVENUE BOND FINANCING FOR NORTHERN GEAR, LLC
I hereby further certify as follows:
1. Said Initial Resolution was considered for adoption by the Common Council at a
meeting held at City Hall, W182 S8200 Racine Avenue, Muskego, Wisconsin, at 7:00 p.m. on March
26, 2013. Said meeting was a meeting of the Common Council and was held in open session.
2. Said Initial Resolution was on the agenda for said meeting and public notice thereof was
given not less than twenty-four (24) hours prior 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.
3. Said meeting was called to order by Mayor Kathy Chiaverotti, who chaired the meeting.
Upon roll, I noted and recorded that the following alderpersons were present:
Alderman Rob Wolfe Ald. Dan Soltysiak
Alderman Kert Harenda Ald. Neome Schaumberg
Alderman Neil Borgman Ald. Eileen Madden
Alderman Rob Glazier
and that the following alderpersons were absent: None
I noted and recorded that a quorum was present. Various matters and business were taken up
during the course of the meeting without intervention of any closed session. One of the matters taken
up was said Initial Resolution, which was introduced, and its adoption was moved by Ald. Borgman and
seconded by Ald. Glazier. Following discussion and after all alderpersons who desired to do so had
expressed their views for or against said Initial 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:
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AYE:
Alderman Rob Wolfe Ald. Dan Soltysiak
Alderman Kert Harenda Ald. Neome Schaumberg
Alderman Neil Borgman Ald. Eileen Madden
Alderman Rob Glazier
NAY: None
ABSTAINED: None
Whereupon the meeting chairperson declared said Initial Resolution adopted, and I so recorded
it.
IN WITNESS WHEREOF, I have signed my name and affixed the seal of the City hereto on
this 26th day of March, 2013.
\[SEAL\]
Sharon Mueller, City Clerk
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