2012-952 RESOLUTION NO. 2012-952
A Resolution authorizing the non-profit/non-stock incorporation and operation of the Janesville
Innovation Center and certain initial funding therefore.
WHEREAS, the Common Council previously authorized the creation of a business incubator
project known as the Janesville Innovation Center ( "JIC ") located at 2949 Venture Drive in the
City of Janesville, County of Rock, State of Wisconsin [Tax Parcel ID No. 0318100502]; and
WHEREAS, the Common Council desire to establish a separate non -stock and non - profit
corporation to manage and operate the JIC under Sec. 501(c)(3) and/or other applicable
provision(s) of the Internal Revenue Code, and to apply for and obtain exemption from Federal
and State income taxes and deductibility for donations to said corporation; and
WHEREAS, certain proposed Articles of Incorporation, By -Laws, and tax exemption request
documents, letters, and leases have been drafted for filing and/or use to effectuate these lawful
purposes; and the JIC would incorporate in Wisconsin as a non -stock and non - profit corporation
called Janesville Innovation, Inc. ( "JII "); and
WHEREAS, the Common Council, d/b /a the City of Janesville, a Wisconsin Municipal
Corporation, would retain full fee simple and other ownership but lease [under a certain prepared
Master Lease, as from time to time amended] the facilities of the JIC to the corporation (JII)
which would in turn sublease /sub -rent incubator start-up space to various tenants under rules,
regulations, and policies, as promulgated from time to time, by JII and its board; and
WHEREAS, the Common Council, the JII, and the JIC jointly and severally seek to increase the
survival "success rate" of those businesses that have experienced difficulty in obtaining
commercial space due to lack of funding resources or space needs; and seek to provide a
supportive environment, including infrastructure, education, training, mentorship, and a network
of service providers that will assist entrepreneurs to achieve success by encouraging
technological innovation, setting the stage for future growth, job generation, creation of an
expanded tax base, and revitalization of the local and regional economy; and
WHEREAS, the Common Council desire separate oversight, management, and control of the JIC
vested in a separate JII board of directors and officers ultimately accountable and responsive to
the Common Council; with such management and control over the day -to -day operations and
staff of the JII and JIC vested in the separate JII board, in the manner, for the purposes, and
within the parameters set forth in the attachments hereto; and
WHEREAS, the Common Council have obtained the input, expertise, and direction from the JIC
Advisory Board concerning these matters; and
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WHEREAS, the preliminary organization, operation, mission, goals, objectives, powers, duties,
composition, and number, respectively, of the JII and its directors are as set forth in the
attachments hereto and/or the agenda item cover memorandum of even date, with attachments
thereto, from the Economic Development Director to the Council; all of which is reiterated and
incorporated herein by reference as if fully set forth verbatim herein; and
WHEREAS, the City of Janesville had applied for, was awarded, and is receiving a grant from
the United States Department of Commerce, Economic Development Administration, Chicago
Regional Office, EDA Award Number 06 -46 -05623 for the JIC concerning Tax Parcel ID No.
0318100502; and
WHEREAS, said Grant is in the awareded amount of One Million Two Hundred and/00 /100
Dollars ($1,200,000.00) and is to be used for facility construction related costs; and
WHEREAS, the JII for the JIC would need certain start-up costs and initial working capital for
calendar /fiscal year 2013 in the estimated range of One Hundred Thousand and 00 /100 Dollars
($100,000.00) at this time funded from Janesville Tax Increment Financing District No. 22 ( "TIF
22 ") and/or borrowed by the City of Janesville against future revenues from JII and the JIC; and
WHEREAS, the City Administration anticipates an operating shortfall of approximately Ninety
Four Thousand and 00 /100 Dollars ($94,000.00) in 2013, and is projecting smaller losses for
calendar /fiscal year 2014 and the first part of 2015; there is a real possibility and probability that
the City Administration will need to come back to the Common Council next year to request
additional operational and capitalization amounts for 2014; and
WHEREAS, these initial capitalization and operational costs, fees, and expenditure
advancements are projected to ultimately be derived from and paid back over time to the CITY
from the revenue stream generated by the tenant users of JIC, which stream shall also be used to
sustain the operations for 2013, 2014, 2015, and. thereafter; and
WHEREAS, the same holds true for a proposed high -speed internet service agreement with T6
Broadband for the JIC recommended by the City Administration and related funding that is
reiterated by reference as if fully set forth herein; and
WHEREAS, these actions by the Common Council of the City of Janesville are authorized by
Wis. Stats. §§ 62.11(5), 62.22(1), 62.23(17), 66.0101, 66.1101, other empowering statutes and
laws, and Janesville's Charter Ordinance; and
WHEREAS, the Common Council hereby find that these actions are in the best interests of, and
of benefit to, the City and its taxpayers, businesses, residents, and community.
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Janesville
that:
1. Each and every of the above recitals are reiterated and incorporated herein by reference
as if fully set forth verbatim; and
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2. The JIC may incorporate and operate as JII; and
3. The City Administration shall provide and file all necessary papers, documents,
recordings, and legal proceedings required for such JIC and JII incorporation and
operation, and master lease between the City and JII for the JIC; and
4. The Common Council without reservation reserves and maintains unto themselves and all
future Janesville Common Councils all ultimate discretionary, governmental, and other
legal and equitable powers, authority, ownership, and oversight of whatever kind or
nature concerning all activities and matters of the JIC, JII, and their operations and
activities; but vests in the JII board the day -to -day duties, responsibilities, management,
powers, and authority set forth in the documents incorporated herein; and
5. The proposed agreement for high -speed internet service with T6 Broadband for the JIC is
approved and authorized.
BE IT FURTHER RESOLVED by the Common Council hereby authorize, appropriate, provide,
and/or supplement an amount not to exceed One Hundred Thousand and 00 /100 Dollars
($100,000.00) from the TIF No. 22 fund and/or to be borrowed for the initial start-up and/or
capitalization costs, fees, and expenses of the JIC and JII; and hereby approve and authorize the
City Administration to take actions necessary to provide said funding to the JII and JIC for these
public purposes; No funds from sources other than the Notes or the Available Funds identified
above are, or are expected to be, reserved, allocated on a long -term basis, or otherwise set aside
by the City for the project, except as permitted by the Internal Revenue Code of 1986, as
amended. This declaration of official intent is consistent with the budgetary and financial
circumstances of the City. The purpose of this Resolution is to satisfy the "official intent
requirement" of Treasury Regulation Section 1.150 -2; and
BE IT FURTHER RESOLVED, by the Common Council that the City Manager and /or his
designee(s), on behalf of the City of Janesville, is /are hereby authorized to administratively
negotiate, draft, execute, review, enter in, modify, amend, record, file, and otherwise effectuate
the above agreements, plans, arrangements, operations, finding, borrowing, and transactions,
and/or to take all other actions that the City Manager and/or his designee(s) may, from time to
time and at any time, determine necessary, beneficial, and/or desirable to effectuate the above
transactions, agreements, activities, steps, filings, intent, and purposes of this Resolution and/or
project; and
BE IT FURTHER RESOLVED by the Common Council and to these legitimate ends and
purposes, this Resolution, its empowerments, and authorizations are to be liberally construed and
applied.
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ADOPTED: November 26, 2012 Motion by: Liebert
Second by: Steeber
APPROVED: Councilmember Aye Nay Pass Absent
Dongarra -Adams X
r r Farrell X
. Kealy X
Eric J. Levitt, Cis : nager Liebert X
Severson X
ATTEST: Steeber X
Voskuil X
iir
an Ann ul , i y Ierk -Treas - .
APPROVED AS TO FORM:
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Wald Klimcz it Attorne -° =
Y� Y Y .
Proposed by: Economic Development Director -
Prepared by: City Attorney -..e - °
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