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The City Council of the City oP Oshkosh, Winnebago
County, Wisconsin, met in special, open, public session at its
regular meeting place on'June 14, 1984, at 4:30 o'clock,
P.M., with the following members present:
Council Member Mather
Council Member Pung
Council Member Teichmiller
Council Member Chapin
Council Member Propp
and the following members absent:
Council Member Kutchera
Council Member Hulsebosch
* � �
(Other Business)
The Follcxing resolution was ir.t;c3�ced ar:d rsad in full:
INITIAL RESOLUTION
RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT
REVENUE BOND FINANCING ON BEHALF OF ARMSTRONG-
BLUM MANUFACTURING COMPANY
WHEREAS, Armstrong-Blum Manufacturing Company, a corpor-
ation duly organized and validly existing under the laws of the
State of Illinois duly qualified to conduct business as a foreign
corporation in the State of Wisconsin (the "Eligible Participant"),
wishes to expand its existing manufacturing facilities by the
construction of a building addition and the acquisition of
machinery, equipment, fixtures and related property to be installed
therein, all to be located in the City of Oshkosh, Wisconsin,
and to be owned and used by the Eligible Participant for use in
the assembly of machine tools (said building addition, machinery,
equipment, fixtures and related property being hereinafter
referred to as the "Project"); and
WHEREAS, the Eligible Participant wishes to have the
City of Oshkosh, Winnebago County, Wisconsin, a municipal cor-
poration 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
funds for the construction, acquisition, improvement and equipping
of the Project, and the Eligible Participant is an "eligible
participant" under the Act hereinafter referred to; and
WHEREAS, the Issuer is authorized to issue its revenue
bonds for the a£oresaid purpose by Section 66.521, Wisconsin
Statutes, as supplemented and amended (the "Act"); and
WHEREAS, the cost of the Project is now estimated to
be not less than $1,200,000, and the Eligibl? ?3^ticipa�t wishes
to have the Issuer issue its revenue bonds to finance a portion
of the costs of the Project in an amount not to exceed $1,200,000;
and
WAEREAS, 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
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revenue bonds to provide funds for the constructSon, acquisition,
improvement and equipping of the Project;
NOW, THEREFORE, Be It Resolved by the City Council of
the City of Oshkosh, Winnebago County, Wisconsin, as follows:
Section l. It is hereby declared to be the intention
of the City Council of the Issuer to issue its revenue bonds in
the principal amount of not to exceed One Million Two Hundred
Thousand Dollars ($1,200,000) on behalf of the Eligible Participant
for the purpose of financing a portion of the costs of the
construction, acquisition, improvement and equipping of the
Project, but subject to the conditions and limitations expressed
in the form of Memorandum of Agreement attached hereto and made
a part hereof.
Section 2. 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 Participant in substantially the same form as Exhibit 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.
Section 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 One Million Two HUndred Thousand Dollars ($1,200,000) of
Its revenue bonds upon the terms and conditions stated in the
Memorandum of Agreement.
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Section 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 The Oshkosh
Daily Northwestern, the official newspaper of the Issuer, such
notice to be in substantially the same form as Exhibit 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.
Section 5. The City Clerk of the Issuer is hereby
authorized and directed, no sooner than 60 days prior to the sale
of the revenue bonds, to file with the Department of Development
an "Application for an Allotment of Wisconsin's Annual Ceiling
Amount for Industrial Revenue Bonds," in compliance with
Executive Order #50, issued April 6, 198�•
Adopted 'June 14, 1984.
Approved June 14 , 1984.
Recorded June 14 , 1984.
(SEAL)
Attest:
� ��
r
City Cle k
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����GGL�2�v !�'�, �-5����?,Ty
MAYoR
Motion was made by
that said resolution be adopted, and said motion was seconded by
Chapin After due consideration, and upon
roll being called, the following voted:
full:
AYE: Mather, Pung, Teichmiller, Chapin, Propp
NAY: None
ABSENT OR NOT VOTING: Kutchera, Hulsebosch
The resolution was thereupon declared adopted.
� � �
(Other Business)
The following resolution was introduced and read in
RESOLUTION
RELATING TO WAIVER F�16N 66.521(11)(b)1.,
WIS, STATS., IN CONNECTION WITH AN INDUSTRIAL
DEVELOPMENT REVENUE BOND FINANCING
ON BEHALF OF ARMSTRONG-BLUM MANUFACTURING COMPANY
WHEREAS, this City Council adopted an initial resolu-
tion on'June 14, 198�, entitled "Resolution Relating to Industrial
Development Revenue $ond Financing on Behalf of Armstrong-Blum
Manufacturing Company�� (said initial resolution being hereinafter
referred to as the "Initial Resolution"); and
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WHEREAS, the Initial Resolution provides that, upon
certain conditions, 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"), shall issue
its revenue bonds pursuant to Section 66.521, Wisconsin Statutes,
as supplemented and amended (the "Act"), to finance a"project"
in the City of Oshkosh, Wisconsin, to be undertaken by Armstrong-
Blum Manufacturing Company, a corporation duly organized and
validly existing under the laws of the State of Illinois, duly
qualified to conduct business as a foreign corporation in the State
of Wisconsin (the "Eligible Participant"); and
WHEREAS, the Eligible Participant has represented that
the intended use of said "project" is for the purpose of the
assembling machine tools and that said "project" will consist of
the expansion of existing manufacturing facilities by the con-
struction of a building addition and the acquisition of machinery,
equipment, fixtures and related property to be installed therein
(the "Project"), all to be located in the City of Oshkosh,
Wisconsin; and
WHEREAS, Section (11)(b)1. of the Act contains provisions
requiring competitive bidding for certain construction contracts
and prohibiting discrimination with regard to the construction
and operation of "projects" financed under the Act; and
WHEREAS, Section (11)(b)2. of the Act empowers the
governing body of a municipality to waive the requirements of
Section (11)(b)1. with respect to a particular "project";
�
NOW, THEREFORE, Be It Resolved by the City Council of
the City of Oshkosh, Winnebago County, Wisconsin, as follows:
Section 1. 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 public 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 excessive expenditures
of public funds and that such reason, although 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
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 °inancing are mcre appropriately efiectuated oy
contract with the Eligible Participant. Therefore, the Issuer
does hereby waive the provisions of Section (11)(b)1. of the
Act with regard to the Project.
Section 2. The City Clerk of the Issuer shall cause
this resolution to be published one time in The Oshkosh Daily
Northwestern, the official newspaper of the Issuer, together
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with the public notice required by the Initial Resolution adopted
by this City Council on'June 14, 198�•
Adopted 'June 14, 198u•
Approved June 14 , 1984.
Recorded June 14 , 1984•
(Sea1)
Attest:
�
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�� � i� �7 l li ��/%�UZI�Y
i y 1�
J
/�� %(. ��-t.��j
MAYoR
Motion was made by Mather
that said resolution be adopted, and said motion was seconded by
Teichmiller After due consideration, and upon
roll being called, the following voted:
AYE: Mather, Pung, Teichmiller, Chapin, Pung
NA�: None
ABSENT OR NOT VOTING: Kutchera, Hulsebosch
The resolution was thereupon declared adopted.
:
(Other Business)
Upon motion duly made, seconded and carried, the meeting
was adjourned.
(SEAL)
Attest:
�
/ . �Yi/V (�/ �'i, /� �1d�
City Clerk
�
����� /� y2�%�I- ��a
MAYoR � `
EXHIBIT A
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT is by and between 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"), and Armstrong-Blum Manufacturing Company,
a corporation duly organized and validly existing under the laws
of the State of Illinois, duly qualified to conduct business as a
foreign corporation in the State of Wisconsin (the "Eligible
Participant").
1. Preliminary Statement. Among the matters of mutual
inducement which have resulted in this Memorandum of Agreement
are the following:
(a) The Issuer is authorized and empowered by the pro-
visions of Section 66.521, Wisconsin Statutes, as supplemented
and amended (the "Act"), to issue revenue bonds for the purpose
of defraying the costs of "projects", as defined in the Act, and
to acquire, 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 expansion of
existing manufacturing facilities by the construction of a building
addition and the acquisition of machinery, equipment, fixtures
and related property to be installed therein, all to be located
in the City of Oshkosh, Wisconsin (the "Project"), and to be
owned and used 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 a
portion of the costs of the Project in an amount not to exceed
$1,200,000.
(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 One Million
Two Hundred Thousand Dollars ($1,200,000) (the "Bonds") to pay
the costs of the construction, acquisition, improvement and
equipping of the Project.
2. Undertakings on the Part of the Issuer. 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 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 whereby the Project shall be financed for
the Eligible Participant shall be such sums as shall be sufficient
to pay the principal of, interest and redemption premium, if
any, on the Bonds, as and when the same shall become due and
payable.
(c) That it will 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. Undertakings on the Part of the Eligible Participant.
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 financing agreement
with the Issuer under the terms of which the Eligible Participant
will obligate itself to pay to the Issuer sums sufficient 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.
(c) That it will take or cause
acts as may be required to implement the
or as it may deem appropriate in pursuit
4. General Provisions.
to be taken such other
aforesaid undertakings
thereof.
(a) All commitments of the Issuer under paragraph 2
hereof and of the Eligible Participant under paragraph 3 hereof
are subject to the condition that on or before one (1) year 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 and of the Bonds and 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, accounting, printing
recording and all other fees and expenses (including the fees
and out-of-pocket expenses of counsel to the Issuer and Chapman
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and Cutler, bond counsel) incurred by reason of the financing,
or attempted financing, of the Project.
(c) If the events set forth in (a) of thls paragraph do
not take place within the time set forth or any extension thereof
and the Bonds in an amount not to exceed the amount stated above
are not sold within such time, the Eligible Participant acknow-
ledges 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 which the Issuer
may incur arising from the execution of this Memorandum of Agreement
and the performance by the Issuer of its obligations hereunder,
and the fees and out-of-pocket expenses of Bond Counsel ineurred
within such time will be paid directly by the Eligible Participant,
and this Memorandum of Agreement shall thereupon terminate.
The Eligible Participant acknowledges that all out-of-pocket
expenses expected to be paid by the Eligible Participant may
be billed to the Eligible Participant monthly.
IN WITNESS WHEREOF, the parties hereto have entered
into this Memorandum of Agreement by persons thereunto duly
authorized, as of the day of , 1984.
(SEAL)
Attest:
ity Clerk
(SEAL)
ATTEST:
�
CITY OF OSHKOSH, WINNEBAGO
COUNTY, WISCONSIN
By
City Manager
ARMSTRONG-BLUM MANUFACTURING
COMPANY
�I
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:9
EXHIBIT B
NOTICE TO ELECTORS
OF THE
CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN
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 the City of Oshkosh, Winnebago
County, Wisconsin, did on'June 14, 1984, adopt, pursuant to
Section 66.521, Wisconsin Statutes, as supplemented and amended,
an Initial Resolution declaring its intention to issue revenue
bonds of the City of Oshkosh in the principal amount of not to
exceed One Million Two Hundred Thousand Dollars ($1,200,000) on
behalf of Armstrong-Blum Manufacturing Company, a corporation
duly organized and validly existing under the laws of the State
of Illinois, duly qualified to conduct business as a foreign
corporation in the State of Wisconsin, for the purpose of financing
a portion of the costs of the expansion of existing manufacturing
facilities by the construction of a building addition and the
acquisition of machinery, equipment, fixtures and related property
to be installed thereon and therein, all to be used by Armstrong-
Blum Manufacturing Company in the assembly of machine tools.
THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE
CITY OF OSHKOSH, WITHIN THE MEANING OF ANY STATE CONSTITU-
TIONAL PROVISION OR STATUTORY LIMITATION; THE BONDS SHALL NOT
CONSTITUTE NOR GIVE RISE TO A CHARGE AGAINST THE GENERAL CREDIT
OR TAXING POWERS OF SAID CITY OR A PECUNIARY LIABILITY OF
SAID CITY; RATHER, THE BONDS SHALL BE PAYABLE SOLELY FROM THE
REVENUES AND OTHER AMOUNTS DERIVED OR RESULTING FROM A REVENUE
AGREEMENT TO BE ENTERED 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, 215 Church Avenue, Oshkosh,
Wisconsin 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 MAY PETITION FOR A REFERENDUM ON THE QUESTION OF ISSUING
SAID BONDS. Section 66.521(10)(d), Wisconsin Statutes, provides:
"(d) 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 regis-
tration 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."
/S/ DONNA SERWAS
City Clerk
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