2017-1475 Resolution No. 2017-1475
Initial Resolution Regarding Industrial Development Revenue Bond
Financing for United Alloy, Inc. Project
WHEREAS, Section 66.1103 of the Wisconsin Statutes (the "Act") authorizes the City of
Janesville, 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, United Alloy, Inc., a Wisconsin corporation, and/or North Woods
Holdings, LLC, a Wisconsin limited liability company, and/or a related entity, and/or a
limited liability entity to be formed (collectively, the "Borrower"), desires to complete a
project to be owned by the Borrower consisting of financing the (i) construction of an
approximately 100,000 square foot facility (the "New Facility") to be located on a 17-
acre lot which adjoins the Borrower's existing approximately 210,000 square foot facility
located at 4100 Kennedy Road (the "Existing Facility") in the City of Janesville,
Wisconsin to be operated by United Alloy, Inc. which specializes in manufacturing
fabricated metal products, (ii) construction of an approximately 7,500 square foot
addition to the Existing Facility, (iii) acquisition and installation of equipment at the New
Facility and the Existing 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 Janesville, Wisconsin; and
WHEREAS, the cost of the Project is presently estimated to be $10,000,000 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 $10,000,000; and
WHEREAS, it is in 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 $10,000,000; 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.
Resolution No. 2017 — 1475
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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Janesville, Wisconsin, as follows:
1. Based upon representations of the Borrower, it is the finding and
determination of the City 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 $10,000,000; 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
$10,000,000 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;
(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 Janesville 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:
Resolution No. 2017 — 1475
Page 3
(a) The details and mechanics of the same are authorized and approved
by a further resolution of the City Council which shall be solely within the discretion
of the City 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 Janesville, and the electors of the City of Janesville
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;
(d) The City Clerk shall have received an employment impact estimate
issued under Section 238.11 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 Janesville, 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 $10,000,000. This statement of official intent is made
pursuant to Treasury Regulations §1.150-2.
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Passed and adopted at a regular meeting of the City Council of the City of Janesville,
Wisconsin this 13th day of November, 2017.
ADOPTED: November 13, 2017 Motion by: Consent
Second by: Consent
APPROVED: Councilmember Aye Nay Pass Absent
/ Conley X
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Farrell X
Mark A. F eitag, City Manager Gruber X
Jorgensen X
ATT / Marklein X
_ ✓✓✓ Williams X
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Wolfe X
r
David T. Godek, CI y Clerk-Treasurer
APPROVED AS TO FORM:
Wald Klimczyk, City Attorney
Proposed by: Economic Development Office
Prepared by: Economic Development Office and
City Attorney