2023-2116 CITY COUNCIL OF
CITY OF JANESVILLE,WISCONSIN
RESOLUTION NO. 2023-2116
RESOLUTION AUTHORIZING AMENDMENTS TO
$10,000,000 CITY OF JANESVIT.T.F,WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS,
SERIES 2017 (UNITED ALLOY,INC. PROJECT)
ISSUED ON DECEMBER 21,2017
WHEREAS, the City of Janesville,Wisconsin (the "Issuer") entered into a Bond Agreement
dated as of December 1, 2017 (the "Bond Agreement") by and among the Issuer, North Woods
Holdings III, 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 original purchaser (the "Original Purchaser"), and BMO Harris Bank NA, as
trustee (the"Trustee"),relating to the issuance of$10,000,000 City of Janesville,Wisconsin Industrial
Development Revenue Bonds,Series 2017 (United Alloy,Inc. Project) (the `Bonds");and
WHEREAS,the Issuer loaned the proceeds of the Bonds to the Borrower for the purpose of
financing a project on behalf of the Borrower consisting of the (i) construction of an approximately
100,000 square foot facility(the"New Facility") to be located at 4000 Kennedy Road 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 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;and
WHEREAS, based on an audit and review of the Bonds by the Commissioner of Internal
Revenue(the"IRS"),the IRS has concluded that interest on the Bonds is includable in the gross income
of the past,present and future registered and beneficial owners of the Bonds because the Bonds are not
a qualified small issue bond under Section 144(a) of the Internal Revenue Code of 1986,as amended(the
"Code") as a result of the Borrower exceeding the permitted amount of additional capital expenditures
not taken into account under Section 144(a)(4)(G) of the Code and failing to meet the $10,000,000
limitation on the aggregate amount of capital expenditures paid or incurred during the six-year period
beginning three years before and ending three years after the date of issuance of the Bonds under Section
144(a)(4)(A)(ii) of the Code;and
WHEREAS, the parties wish to resolve the violation described above pursuant to a Closing
Agreement on Final Determination Covering Specific Matters (the "Closing Agreement") among the
Issuer,the Borrower and the IRS;and
HB:4860-7944-6107.2
WHEREAS,in accordance with the Closing Agreement,the IRS has determined that a portion
of the Bonds totaling $2,010,012 shall be deemed taxable, and such determination constitutes an
occurrence of a Determination of Taxability under Section 2.04 of the Bond Agreement;and
WHEREAS,a portion of the outstanding Bonds in the principal amount of$2,010,012 shall
be converted to a taxable rate effective April 26, 2023 in accordance with Section 2.04 of the Bond
Agreement which provides that the taxable rate shall be adjusted to the interest rate on the Bonds
without application of the Tax-Exempt Multiplier upon occurrence of a Determination of Taxability;
and
WHEREAS,in accordance with such Determination of Taxability,the Issuer,the Borrower,the
Trustee, and the Original Purchaser wish to (i) enter into a First Amendment to Bond Agreement (the
"Amendment") to bifurcate the outstanding Bonds into two tranches to represent the tax-exempt and
taxable portions and(ii) amend the Bonds (the"Amended Bonds");and
WHEREAS,the Amendment will also modify the index used to calculate interest on the Bonds
from LIBOR to SOFR on a Reset Date (as defined in the Amendment); and
WHEREAS,it is a requirement of the Bond Agreement that any such amendment of the Bond
Agreement be approved by the Issuer.
NOW THEREFORE,BE IT RESOLVED by the governing body of the Issuer as follows:
Section 1. Findings and Determinations.
It is hereby found and determined that under the provisions of Section 66.1103 of the
Wisconsin Statutes, the Amended Bonds shall remain limited obligations of the Issuer, and the
Amended 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 its general
credit or taxing powers or a pecuniary liability of the Issuer.
Section 2. Approvals and Authorizations.
2.01. There is hereby approved the amendment by the Issuer of its Industrial Development
Revenue Bonds,Series 2017 (United Alloy,Inc. Project), as set forth in the Amendment.
2.02. The Amendment is hereby approved. The City Manager and the City Clerk are hereby
authorized and directed in the name and on behalf of the Issuer to execute the Amendment,to which
the Issuer is a party, and either one of them or both of them are authorized and directed to execute
such other documents, agreements, instruments or certificates as are deemed necessary or desirable
by Issuer's counsel and bond counsel,including but not limited to the Closing Agreement.
2.03. The Issuer shall proceed to amend the Bonds,which Amended Bonds shall be in the
forms attached as Exhibit A-1 and Exhibit A-2 to the Amendment, and upon the terms set forth in
the Amendment, which terms are for this purpose incorporated in this resolution and made a part
hereof. The City Manager and the City Clerk are authorized and directed to execute and seal the
Amended Bonds as prescribed in the Amendment and to deliver them to the Trustee for
authentication and delivery to the Original Purchaser.
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HB:4860-7944-6107.2
2.04. The City Manager, 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 Amended 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 Amended Bonds as such facts appear from the books and records in the officers' custody and
control or as otherwise known to them.
2.05 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 counsel 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.
2.06. The Amended 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 Bond Agreement. As security for the payment of the principal of,premium,
if any,and interest on the Amended Bonds, the Issuer has pledged and assigned to the Trustee all of
its right, title and interest in and to the trust estate described in the Bond Agreement.
2.07. All out-of-pocket costs of the Issuer, including attorneys' fees, in connection with the
amendment of the Bonds shall be paid by the Borrower.
Passed and adopted at a regular meeting of the City Council of the City of Janesville this 24th
day of April,2023.
APPROVED:
Motion by: RILL \j;(((a t5
Second by: M jd.a.S o n
Qp Councilmember Aye Nay Pass Absent
David J. Moore,Acting 'ty Manager Benson 74,
Burdick 7C
ATTEST: Jackson
Marshick
Miller
ha.41 /f/%/ Neeno X
Williams
Lorena Rae Stottler,City Clerk-Treasurer
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HB:4860-7944-6107.2
CERTIFICATION BY CLERK OF THE CITY OF JANESVILLE
I, Lorena Rae Stottler, being first duly sworn, hereby certify that I am the duly qualified and
acting City Clerk-Treasurer of the City of Janesville, Wisconsin (the "Issuer"), and as such I have in
my possession,or have access to,the complete corporate records of the Issuer and of its City 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. entitled:
�a0 .3 -a/)10
RESOLUTION AUTHORIZING AMENDMENTS TO
$10,000,000 CITY OF JANESVILLE,WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 2017
(UNITED ALLOY,INC. PROJECT) ISSUED ON DECEMBER 21,2017
I hereby further certify as follows:
1. Said Resolution was considered for adoption by the City Council of the Issuer at a
meeting held at City Hall, 18 North Jackson Street,Janesville,Wisconsin at (DI 00 p.m. on April 24,
2023 at a regular meeting of the City Council and was held in open session.
2. Said 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 Issuer.
3. Said meeting was called to order by 'P0 U I Benson , who chaired the meeting.
Upon roll, I noted and recorded that the following alderpersons were present:
Pak, ( �ea+r-1�. LILL4r-
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to( tkA ►� ' t &I vir)
f ct.Vo u.rd,is k, Pau-) W i l I tal,y15
lctna,p__l J a So r\
and that the following alderpersons were absent:
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 Resolution, which was introduced, and its adoption was moved by
t?au.I w l'a "seconded by t'f. el ,331CkSOY\ Following discussion and after
all alderpersons who desired to do so had expressed their views for or against said 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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HB:4860-7944-6107.2
AYE:
Tau Reo -ear
Ta\1\6 \\A340-\, `-kxanarcI Nano
P\a^f Or\ Ord.ick- tauI 1 iil1iams
ac-on
NAY:
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ABSTAINED:
Noy L
Whereupon the meeting chair declared said Resolution adopted,and I so recorded it.
IN WITNESS WHEREOF,I have signed my name hereto on this 24th day of April,2023.
CITY OF JANESVIJ.r.F,WISCONSIN
[SEAL] By: / le ,
Lorena Rae Stottler,City Clerk-Treasurer
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HB:4860-7944-6107.2