2017-1491 Resolution No. 2017-1491
Fina/ Reso/utior7 Regardir7g Industria/ Oeve/opmer7t Reverwe Bor c1
Financing for United A//oy, /roc. Project
BE IT RESOLVEIJ by the City Council of the City of Janesville, Wisconsin (the
"Issuer"), as follows:
Section 1 Recitals_
1.01 Under Wisconsin Statutes, Section 66.1103, as amended (the "Act"), the
Issuer is authorized and empowered to issue revenue bonds to finance eligible costs of
qualified "projects" (as defined in the Act), and to enter into "revenue agreements" (as
defined in the Act) with "eligible participants" (as defined in the Act).
1_02 Pursuant to an Initial Resolution duly adopted on November 13, 2017, the
Issuer expressed its intention to issue industrial development revenue bonds of the
Issuer in an amount not to exceed $10,000,000 (the "Bonds") to finance a project on
behalf of 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, consisting of financing the (i) construction of an
approximately 100,000 square foot facility (the "New Facility") to be located on at 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"). Notice of adoption of the initial resolution
adopted on November 13, 2017 was published as provided in the Act, and no petition
requesting a referendum upon the question of issuance of the revenue bonds has been
filed to date_
1.03 Pursuant to Wisconsin Statutes, Section 66.1103, as amended, the Issuer
may finance a project which is located entirely within the geographic limits of the Issuer.
1.04 Grafts of the following documents have been submitted to this City Council
and are ordered filed in the office of the City Clerk:
(a) a Bond Agreement (the "Bond Agreement"), proposed to be entered into
among the Issuer, North Woods Holdings Ill, LLC, a Wisconsin limited liability
company ("North Woods"), United Alloy, Inc., a Wisconsin corporation ("United
Alloy" and collectively with North Woods, the "Borrower"), BMO Harris Bank N.A.,
as trustee (the "Trustee") and BMO Harris Bank N.A., as original purchaser (the
"Original Purchaser");
(b) a Promissory Note from the Borrower to the Issuer, and assigned by the
Issuer to the Trustee; and
(c) a No Arbitrage Certificate.
Section 2 Findings and Determinations.
It is hereby found and determined that:
(a) based on representations of the Borrower, the Project constitutes a "project"
authorized by the Act;
(b) a public hearing has been duly held on December 11, 2017 in accordance
with the provisions of Section 147(f) of the Internal Revenue Code of 1986, as
amended, at which residents of the City of Janesville, Wisconsin were given an
opportunity to be heard in regard to the proposed issuance of the Bonds and the
nature and location of the proposed Project;
(c) the purpose of the Issuer's financing costs of the Project is and the effect
thereof will be to promote the public purposes set forth in the Act;
(d) it is desirable that a series of revenue bonds in the aggregate principal
amount not to exceed $10,000,000 be issued by the Issuer upon the terms set
forth in the Bond Agreement, under the provisions of which the Issuer's interest in
the Bond Agreement (except for certain rights as provided therein) and the loan
repayments will be assigned to the Trustee as security for the payment of
principal of and interest on and premium, if any, on all the Bonds outstanding
under the Bond Agreement;
(e) the loan payments provided for in the Bond Agreement, and the formulas set
out for revising those payments under the Bond Agreement as required under the
Act, are sufficient to produce income and revenue to provide for prompt payment
of principal of and interest on and premium, if any, on Bonds issued under the
Bond Agreement when due; the amount necessary in each year to pay the
principal of and interest on the Bonds is the sum of the principal of, and interest
on, the Bonds due in such year, whether on a stated payment date, a redemption
date, or otherwise; the Bond Agreement provides that the Borrower shall provide
for the maintenance of the Project in good repair, keeping it properly insured; and
(f) under the provisions of the Act, the Bonds shall be limited obligations of the
Issuer and the Bonds do not constitute an indebtedness of the Issuer, within the
meaning of any state constitutional or statutory provision, and do not constitute
nor give rise to a charge against the Issuer's general credit or taxing powers or a
pecuniary liability of the Issuer.
Section 3 Approvals and Authorizations; Authentication of Transcript.
3.01 This resolution shall constitute the approval of the Bonds within the
meaning of Section 147(f) of the Internal Revenue Code of 1986, as amended, and the
Bonds are hereby approved. There is hereby approved the issuance by the Issuer of its
industrial development revenue bonds (specifically, the Bonds) in an aggregate principal
amount not to exceed $10,000,000 for the purpose of financing the Project.
The Issuer shall proceed to issue its Industrial Development Revenue Bonds,
Series 2017 (United Alloy, Inc. Project), in the aggregate principal amount not to exceed
$10,000,000, in the form and upon the terms set forth in the Bond Agreement, which
terms, including without limitation, interest rates, redemption provisions and maturity,
are for this purpose incorporated in this resolution and made a part hereof. The terms
are hereby approved without further action by the Issuer, and the City Manager and City
Clerk are authorized and directed to execute and deliver the documents listed in
Section 1.04 herein which are hereby approved, together with such subsequent
changes as may be requested and approved by bond counsel and the Issuer's attorney,
and such other documents, agreements, instruments or certificates as are deemed
necessary or desirable by the Issuer's attorney and bond counsel, including an Internal
Revenue Service Form 8038.
The City Manager and the City Clerk are authorized and directed to execute and
seal the Bonds as prescribed in the Bond Agreement and to deliver them to the Trustee
(together with a certified copy of this resolution and any other documents required by
the Bond Agreement) for authentication and delivery to the original purchaser.
The foregoing authorizations and approvals are subject to the provision that the
Bonds shall not be issued by the Issuer and the Bonds and the documents listed in
Section 1.04 herein will not be executed or delivered by the Issuer until and unless the
petition period with respect to the Bonds provided for under Wisconsin Statutes, Section
66.1103(10)(d) has expired without the filing of a petition (in proper form) requesting a
referendum on the question of the issuance of the Bonds.
3.02 The publication in the official newspaper of the Issuer of the notice for the
public hearing referred to in Section 2(b) of this resolution, and such notice of public
hearing as so published, are hereby ratified.
3.03 The Issuer hereby elects to have the provisions of Section 144(a)(4)(A) of
the Internal Revenue Code of 1986, as amended, apply to the Bonds.
3.04 The City Manager and the City Clerk and other officers of the Issuer are
authorized to prepare and furnish to the Trustee and bond counsel certified copies of all
proceedings and records of the Issuer relating to the Bonds, and such other affidavits
and certificates as may be required by the Trustee and bond counsel to show the facts
relating to the legality and marketability of the Bonds as such facts appear from the
books and records in the officers' custody and control or as otherwise known to them.
3.05 The approval hereby given to the various documents referred to in this
resolution includes the approval of such additional details therein as may be necessary
and appropriate for their completion and such modifications thereto, deletions therefrom
and additions thereto as may be approved by the Issuer's attorney and bond counsel.
The execution of any document by the appropriate officer or officers of the Issuer herein
authorized shall be conclusive evidence of the approval by the Issuer of such document
in accordance with the terms hereof.
3.06 BMO Harris Bank N.A. shall initially assume and perform the duties of
Trustee.
3.07 Notice of sale of the Bonds, in the form attached hereto as Exhibit A, shall
be published in the official newspaper of the Issuer as a class 1 notice under Chapter 985
of the Wisconsin Statutes.
3.08 The Bonds shall be limited obligations of the Issuer payable by it solely
from revenues and income derived by or for the account of the Issuer from or for the
account of the Borrower pursuant to the terms of the Bond Agreement. As security for
the payment of the principal of, premium, if any, and interest on the Bonds, the Issuer
shall pledge and assign to the Trustee all of its right, title and interest in and to the trust
estate described in the Bond Agreement.
3.09 All out-of-pocket costs of the Issuer, including attorneys' fees, in connection
with the issuance and sale of the Bonds shall be paid from the proceeds of the Bonds or
by the Borrower.
Passed and adopted at a regular meeting of the City Council of the City of
Janesville this 11th day of December, 2017.
ADOPTED: December 11, 2017 Motion by: Wolfe
Second by: Williams
APPROVED: < Councilmember Aye Nay Pass Absent
ConleyX
,` Farrell X
Mark A. reitag, City Manager Gruber X
Jorgensen X
AT/; ' : / Marklein X
` Williams X
/ Wolfe X
David T. Godek, City Clerk-Treasurer
APPROVED AS TO FORM:
Assistant City Attorney_�
Proposed by: Economic Development Office
Prepared by: Assistant City Attorney