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The City Council of the City of Oshkosh, Winnebago County,
Wisconsin, met in special open, public session at its regular
meeting place on January 23, 19$7, at 4:00 o'clock, P.M., with the
following members present: (�
S'��;�.b�cuea� !�'i��fiker� ���{"c�e�af `Cf�SS���/
and the following members absent:
�r�� � �� ; hne�
f i f
The following resolution was introduced and read in full:
�.L��.�A�_ R ��Q� � T �QN
RESOLUTION RELATING TO INDUSTRIAL DEVELOMENT
REVENUE BOND FINANCING ON BEHALF OF
ARMSTRONG-BLUM MANUFACTURING COMPANY
4���g�A,�, Armstrong-Blum Manufacturing Company, an Illinois
corporation qualiPied to do business in the State of Wisconsin (the
"Eligible Participant"), crishes to construct a building addit'ion and
acquire and install certain machinery therein at its existing faci-
lity in Oshkosh, Wisconsin, to be owned by the Eligible Participant
and used for the assembly of machine tools isaid building addition
and machinery being hereinafter referred to as the ^Project"); and
g�I�gEA�, the Eligible Praticipant wishes to have the City of
Oshkosh, Winnebago County, Wisconsin, a municipal corporation and a
political subdivision duly organized and validly existing under the
constitution and the laws of the State of Wisconsin (the "Issuer"),
issue its revenue bonds to provide all or a portion of the funds
required for the payment of the cost of the Project, and the
Eligible Participant is an "eligible participant" under the Act
hereinafter referred to; and
1
�HEg$A�, the Issuer is authorized to issue its revenue bonds
for the aforesaid purpose by Section 66.521, Wisconsin Statutes, as
supplemented and amended (the "Act"); and
N�$R�A�, the cost of the Project is now estimated to be not
less than $2,250,000; and
y{�I�REA�, a Memorandum of Agreement has been presented to the
Issuer under the terms of which the Issuer agrees, subject to the
provisions of such Memorandum of Agreement, to issue its revenue
bonds to provide necessary funds aforesaid;
j�jQW�, T[j�,$$�ORE, Be It Resolved by the City Council of the City
of Oshkosh, Winnebago County, Wisconsin, as folloxs:
��.��14Il L•• It is hereby declared to be the intention of the
City Council of the Issuer to issue its revenue bonds in the princi-
pal amount of not to exceed Two Million Two Hundred Fifty Thousand
Dollars ($2,250,000) on behalf of the Eligible Participant for the
purpose of financing all or a portion of the costs of the Project,
but subject to the conditions and limitations expressed in the form
of Memorandum of Agreement attaehed hereto and made a part hereof.
�g��yQg �, The City Manager of the Issuer is hereby authorized
and directed to execute, and the City Clerk of the Issuer is hereby
authorized and directed to attest and to affix the seal of the
Issuer to, said Memorandum of Agreement with the Eligible Partici-
pant in substantially the same form as Egh3�l� A attached hereto and
made a part hereof, which form of Memorandum of Agreement is hereby
approved, or with such changes therein as shall be approved by the
officers executing the same.
2
���14II 3,_ The officers and employees of the Issuer are hereby
authorized to take such further action as is necessary to carry out
the intent and purposes of said Memorandum of Agreement, as
executed, and this Initial Resolution through the issuance of not to
exceed Two Million Two Hundred Fifty Thousand Dollars ($2,250,000)
of its revenue bonds upon the terms and conditions stated in the
Memorandum of Agreement.
,$gg��Qp 4. The City Clerk of the Issuer is hereby authorized
and directed to cause notice of the adoption of this Initial
Resolution to be published one time in the Q�hks�h D3i1X
L14L�hYLE.,g.Y��.LIl> the official newspaper of the Issuer, such notice to
be in substantially the same form as Egh1121� B attached hereto and
made a part hereof. Within twenty (20) days following such
publication, the City Clerk shall send a certified copy of the
Initial Resolution, together with a publisher's affidavit evidencing
publication of the notice of adoption thereof, to the Secretary of
the Department of Development of the State of Wisconsin. This
resolution shall constitute an "initial resolution" as referred to
in the Act.
Adopted January o���11987
Aoproved _�Cf�_ �? � � _, 1987.
Recorded __�� h �`}�__, 1987.
-----.�.-��-�-�---� _� --
(SEAL) Mayor
At��st:
f '
�y�1_� C_�iL�� _
City Clerk
3
Motion was made by ______� �� ��r _________ that said
resolution be adopted, and said motion was seconded by
____�Q�1�_�(�1�,��_____. After due consideration, and upon roll
�
being called, the following voted:
L, I r
AYE: SQc�ti iJUUE'Y G h�iPY11
��u'���,Q� �
r�ss (e.�
NAY: �0.�hCr
N� � e
ABSENT OR NOT VOTING:
� '�°�� � � �nn�r
The resolution was thereupon declared adopted.
f i i ; f
�
EXHIBIT A
ME�OR���UM Q� A�$E$�E��
THIS MEMORANDUM OF AGREEMENS is made by and between the City of
Oshkosh, Winnebago County, Wlseonsin, a municipal corporation and a
political subdivision duly organized and validly existing under the
constitution and the laws of the State of Wisconsin (the ^Issuer^),
and Armstrong-Blum Manufacturing Company, an Illinois corporation
qualified to do business in the State of Wisconsin (the "Eligible
Participant")•
1• P_Lgl�ID143CY_��3�gmga�• Among the matters of mutual
inducement which have resulted in this Memorandum of Agreement are
the following:
(a) The Issuer is authori2ed and empowered by the provisions
of Section 66.521, Wisconsin Statutes, as supplemented and amended
(the ^Act"), to issue revenue bonds for the pu:pose of defraying the
costs of "projects", as defined in the Aet, and to construct,
improve and equip and thereafter lease or sell such "projects^ to
others, or to finance such "projects^ for others, and the Issuer
proposes to assist in financing the construction of a building
addition and the acquisition of certain machinery to be installed
therein, all to be located in Oshkosh, Wisconsin, and owned by the
Eligible Participant for use in the assembly of machine tools.
(b) The Eligible Participant wishes to obtain satisfactory
assurances from the Issuer that the proceeds of the sale of the
revenue bonds of the Issuer will be made available to finance all or
a portion of the costs of the Project in an amount not to exceed
$2,250,000.
(c) Subject to due compliance with all requirements of law and
the terms and conditions of this Memorandum of Agreement, the Issuer
by virtue of such statutory authority as may now or hereafter be
conferred by the Act, will issue and sell its revenue bonds in an
aggregate principal amount not to exceed Two Million Two Hundred
Fifty Thousand Dollars ($2,250,000) (the "Honds") to pay all or a
portion of the costs of the Project.
2• �i1�gL��kl46g_S�'_#�hg P�L�_of_��e_�s��gL• Subject to the
conditions above stated, the Issuer agrees as follows;
(a) That it will authorize the issuance and sale of the Bonds
pursuant to the terms of the Act as then in force and subject to the
conditions of this Memorandum of Agreement.
�b) That it will finance all or a portion of the costs of the
Project for the Eligible Participant, and the aggregate basic loan
repayments �i.e., the amounts to be paid by the Eligible Participant
and used by the Issuer to pay the principal of, interest and
redemption premium, if any, on the Bonds) payable under the
instrument wherehy the Project shall be financed for the Eligible
Participant shall be such sums as shall be sufficient to pay the
1
principal of, interest and redemption premium, if any, on the Bonds,
as and when the same shall become due and payable.
(e) That it xill take or cause to be taken such other acts and
adopt such further proceedings as may be required to implement the
aforesaid undertakings or as it may deem appropriate in pursuit
thereof.
3• �Il�gL�3kl�8�_44_�hg_�3L�_Qf—�hg_�llgl�lg_P�L�141P3Il�•
Subject to the conditions above stated, the Eligible Participant
agrees as follows:
(a) That it Will use all reasonable efforts to find one or
more purchasers for the Bonds.
(b) That contemporaneously with the delivery of the Bonds, it
will enter into a revenue, loan or finaneing agreement with the
Issuer under the terms of which the Eligible Participant will
obligate itself to pay to the Issuer sums suff'icieni in the
aggregate to pay the principal of, interest and redemption premium,
if any, on the Bonds, as and when the same shall become due and
payable.
ic) that in the acquisition and construction of the Project it
will promptly apply Bond proceeds to the completion of the Project
and will comply with all zoning laws, building codes, setback lines
and other requirements of the Issuer.
id) That it w311 take or cause to be taken such other acts as
may be required to implement the aforesaid undertakings or as it may
deem appropriate in pursuit thereof.
4 . .�tgQgL3�_�L2Y1,4.14Il,g •
(a) All commitments of th-e issuer under paragraph 2 hereof and
of the eligible Participant under paragraph 3 hereof are subject to
the condition that on or before six (6) months from the date hereof
(or such other date or dates as shall be mutually satisfactory to
the Issuer and the eligible Participant), the Issuer and the
Eligible Participant shall have agreed to mutually acceptable terms
and conditions of the revenue, loan or financing agreement referred
to in paragraph 3 snd of Lhe Ponds aed other instruments or
proceedings relating to the Bonds.
(b) The eligible Participant agrees to pay all fees and
expenses in connection with the issuance of the Bonds, including but
not limited to legal, publication, title, aceounting, printing,
recording and all other fees and expenses (including the fees and
out-of-pocket expenses of Chapman and Cutler, bond counsel) ineurred
by reason of the financing, or attempted financing, of the Project.
The Eligible Participant acknowledges that all out-of-pocket
expenses and fees expected to be paid by the Eligible Participant
may be billed to the Eligible Participant monthly.
(c) If the events set forth in (a) of this paragraph do not
`a
take place within the time set forth or any extensio❑ thereof and
the Honds in an amount not to exceed the amount stated above are not
sold within such time, the Eligible Participant acknowledges that
notwithstanding the failure of the Issuer to issue the proposed
Bonds and the failure of the Eligible Participant to receive the
proceeds thereof, certain fees and expenses will have accrued by
reason of the execution of this Memorandum of Agreement, and agrees
that it will reimburse the Issuer for all reasonable and necessary
out-of-pocket expenses, inclusive of fees, which the Issuer may
incur arising from the execution of this Memorandum of Agreement and
the performance by the Issuer oi its obligations hereunder, and the
fees and out-of-pocket expenses of Bond Counsel incurred within such
time will be paid directly by the Eligible Participant, and this
Memorandum of Agreement shall thereupon terminate.
IN WITNESS WHEREOF, the parties hereto have entered into this
Memorand�um of Agreement by persons thereunto duly authorized, as of
the �,X �__ day of January, 1987.
CITY OF OSkIKOSH, WINNEBAGO COUNTY,
WISCON�IN %
i S E A L) B Y:- NG',����=? z;_(_�_� ---------------
William D. Frueh, City Manager
Attest•
----- -- � � _ c����,�---- �
Donna C. Serwas, City Clerk
ARMSTRON�HLUM MANUF C UR G COMPANY
/ . �
BY ° --�'-`,`�s���s«i� 1c�..� ---------
Its---��.�---------------------
3
$XH����_B
NOTICE TO ELECTORS
OF THE
���Y_Q�_Q�xKQS��_WI�NEBAGQ_�OU�TYy_y���Q����
NOTICE IS HEREBY GIVEN to the electors of the City of Oshkosh,
Winnebago County, Wisconsin, and to all other persons interested
that the City Council of he City of Oshkosh, Winnebago County,
Wiseonsin, did on January��� 1987, adopt, pursuant to section
66.521, Wisconsin Statutes, as supplemented and amended, an Initial
Resolution declaring its intent3on to issue revenue bonds of the
City of Oshkosh in the principal amount of not to exceed Two Million
Two Hundred Fifty Thousand Dollars ($2,250,000? on behalf of
Armstrong-Blum Manufacturing Company, an Illinois corporation
qualified to do business in the State of Wisconsin, for the purpose
of financing all or a portion of the costs of constructing a
building addition and acquiring certain machinery to be installed
therein (the ^Project"), to be used by Armstrong-Blum Manufacturing
Company at its existing facility in the City of oshkosh, Wisconsin
in the assembly of machine tools. The net number of jobs which the
Project is expected to create on the Project site is 50 to 60.
THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY OF
OSHKOSH, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVZSION OR
STATUTORY LIMITATION; THE BONDS SHALL NOT CONSTITUTE NOR GIVE RISE
TO A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF SAZD CITY
OR A PECUNIARY LIABILITY OF SAID CITY; RATHER, THE BONDS SHALL BE
PAYABLE SOLELY FROM THE REVENUES AND OTHER AMOUNTS DERIVED OR
RESULTING FROMA REVENUE AGREEMENT TO BE ENETERED INTO WITH SAID
CORPORATION, THE ELIGIBLE PARTICIPANT.
Said resolution may be inspected by any elector of said City at
the Office of the City Clerk, City Hall, 215 Church Avenue, Oshkosh,
Wiseonsin 54901, during business hours, during the thirty (30) days
next following publication of this Notice.
TAKE FURTHER NOTICE THAT THE ELECTORS OF THE CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN MAY PETITION FOR A REFERENDUM ON THE
QUESTION OF ISSUING SAID HONDS. Section 66.521(10)(d), Wisconsin
Sttutes, pravides:
^id) The governing body may issue bonds under this section
without submitting the proposition to the electors of the
municipality for approval unless within 30 days from the date
of publication of notice of adoption of the initial resolution
for such bonds, a petition, signed by not less than 5� of the
registered electors of the municipality, or, if there is no
registration of electors in the municipality, by 10$ of the
number of electors of the municipality voting for the office of
governor at the last general election as determined under s.
115.01(13), is filed with the clerk of the municipality
requesting a referendum upon the question of the issuance of
the bonds. If such a petition is filed, the bonds shall not be
issued until approved by a majority of the electors of the
municipality voting thereon at a general or special election."
L�L------D4IlIl3_�__�gLL+�.,�------
�i�Y �lgrk
ou90
The following resolution was 3ntroduced and read in full:
gE�Q�UTION
RELATING TO WAIVER OF SECTION 66.521(11)(b)1.,
WIS. STATS., IN CONNECTION WITH AN INDUSTRIAL
DEVELOPMENT REVENUE BOND FINANCING
ON HEHALF OF ARMSTRONG-BLUM MANUFACTURING COMPANY
�HEREA�, this City Council adopted an initial resolution on
January �?� 1987, entitled "Resolution Relating to Industrial
Development Revenue Bond Financing on Behalf of Armstrong-Blum
Manufacturing Company isaid initial resolution being hereinafter
referred to as the ^Initial Resolution"); and
�$$RE��, the Initial Resolution provides that, upon certain
conditions, the City of Oshkosh, Winnebago County, Wisconsin, a
municipal corporation and political subdivision duly organized and
validly existing under the constitution and the laws of the State of
Wisconsin (the ^Issuer^), shall issue its revenue bonds pursuant to
Section 66.521, Wis. Stats., as supplemented and amended (the
"Act"), to finance a^project" in the City of Oshkosh, Winnebago
County, Wisconsin, to be undertaken by Armstrong-Blum Manufacturing
Company (the "Eligible Participant"); and
W��g§A�, the Eligible Participant has represented that the
intended use of szid ^project" is for the assembly of machine tools
and that said "project^ will consist of the construction of a build-
ing addition and the acquisition and installation of certain equip-
ment therein (the "Project"), all to be located at the Eligible
Participant's existing facility in the City of Oshkosh, Wisconsin;
and
W�E$���, Section (11)(b)1. of the Act contains provisions
requiring competitive bidding for certain construction contracts and
5
prohibiting discrimination with regard to the construction and
operation of "projects" financed under the Act; and
WH�g�A�, Section (11)(b)2. of the Act empowers the governing
body of a municipality to waive the requirements of Section
ill)(b)1. with respect to a particular "project";
NOW, THEREFORE, He It Resolved by the City Council of the City
of Oshkosh, Winnebago County, Wisconsin, as follows:
�g��14Il L It is the finding and determination of this City
Council that the Issuer will not control the design, costs,
construction or operation of the Project; that no publie moneys will
be expended for the Project; that the Issuer will have no beneficial
ownership in the Project; that the primary reason for requiring
competitive bidding for the construction of municipal projects is to
protect the taxpayers against exeessive expenditures of public funds
and that such reason, athough sound as applied to public works, is
not applicable to the Project in which no general funds or tax
revenues of the Issuer will be used or put at risk; that it would be
more efficient and expedient for the accomplishment of the public
purposes of the revenue bond issue if the Eligible Participant were
to have complete control over the letting of the contracts for the
improvement of the Project; and that while an anti-discrimination
policy such as that expressed in Section (11)(b)1. of the Act is
supported by this City Council, public policies of that sort applied
in the context of an industrial revenue bond finaneing are more
appropriately effectuated by contract with the Eligible Participant.
Therefore, the Issuer does hereby waive the provisions of Section
(11)ib)1. of the Act with regard to the Project.
9
�g4�.14Il � The City Clerk of the Issuer shall cause this
resolution to be published one time in the O�hk.4�h D311Y
I�I.2L�I1HQ.��SLId� the official newspaper of the Issuer, together with
the public notice required by the Initial Resolution adopted by this
����
City Council on January __, 1987.
Adopted January ��� 1987.
Appraved_�ur�__���, 1987.
Recorded �'o„^__�_, 1987.
---��---�--<-�'"`--
(SEAL) Mayor
Atte t•
--��?��_C�_�2���%_
ity Clerk
Motion was made by _�,����r_ ___________ that said
res ut3'o� be adopted, and said motion was seconded by
__�L�___________. After due consideration, and upon roll
being called, the following voted:
AYE: S�y�n�c��ear � MK��.a�� I�u�c.�E�u� Pr�ssle�� C Jla'�iy�
NAY:
O i�'�
ABSENT OR NOT VOTING:
�i�lhe�r'� �rZ��
The resolution was thereupon declared adopted.
f i N f! f
(Other Business)
Upon motion duly made, seconded and carried, the meeting was
adjourned.
�`� �, i
--- -=-r�-`---�-�--���-
(SEAL) Mayor
Attest:
----��1;1:-[.l.-'1LLi�—� —.�[l��1��1_L'f6ll_-----
City Clerk
7
STATE OF WISCONSIN )
) SS.
WINNEBAGO COONTY )
I, Donna C. Serwas, hereby certify that I am the duly
qualified and acting City Clerk of the City of Oshkosh, Winnebago
County, Wisconsin, and as such official I further certify that
attached hereto is a copy of excerpts from the minutes of the
meeting of the City Council of said City held on January 23, 1987;
that I have compared said copy with the original minute record of
said meeting in my official custody; and that said copy is a true,
correct and complete transcript from said original minute record
insofar as said original record relates to the matters set out
therein.
�WITNESS my official signature and the seal of said City this
23 __ day of January, 1987.
-------��i�.G:_ J�11LS./_ � =�4Z�1.�S.I� _-------
Donna C. Serwas, City Clerk
(AFFIX CITY
SEAL HERE)
A�RNQWLEDGM��T
The Secretary of the Wisconsin Department of Develoment hereby
acknowledges the receipt and filing of a certified copy of the
Initial Resolution passed by the City Council of the City of
Oshkosh, Winnebago County, Wisconsin, relating to the issuance by
said City of industrial revenue bonds to finance an expansion of an
existing industrial project to be used by Armstrong-Hlum
Manufacturing Company and an Affidavit of Publication from the
��hk4�h_P31�Y_�QL�h�g��gLIl regaridng the required publication of
said Resolution pursuant to Section 66e521(10)(c), Wisconsin Revised
Statutes.
Received and filed as of this _______ day of ___________, 1987.
SECRETARY OF THE WISCONSIN
DEPARTMENT OF BUSINESS
DEVELOPMENT
By:
SURYITTED BY
APPfiO�'ED" � � � �
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