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Ther� will be a Initial Resolution relating to Industrial Developmerit Revenue
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CITY COUNCIL
OF THE
CITY OF OSHKOSH, ;9ISCONSIN
Resol ution No .
aNITIAL RESOLUTI�N
� RELATING TO .
INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING
ON BEHALF OF
VALLEY MFG. , INC.
WHERFAS, the City of Oshkosh, Wisconsin (the "Muniei-
pality") is a municipal corporation organized and existing
under and pursua;�t to the la�as of the State of Wiscon5in and is
authorized by Section 66.521 P7isconsin Statntes, as amended
(hereinafter sometimes referred to as the "Ac�t"}, ta:
(a) issue industrzal development revenue bonds to
finance all or any part of the costs of the construction,
equipping, reequipping, acquisition, purchase, installation,
reconstruction, rebuilding, rehabilitation, improving,
supplementing, maintaining, repairing, enlarging, extending
or remodeling of a�roject wzich qualifies under the Act and
the improvement of the site therefor; anc3
(b) enter into a revenue agreement wit�z an eligible
participant pursuant to which the eligible participant
agrees to cause said project to be constructed and to pay
the Municipality an amount of £unds sufficient to provide
for the promp� payment when due of the principal of and
interest on said industrial development revenue bonds;
and
WHEREAS, Valley Mfg., Inc., a Wisconsin corporation
and/or O&L Corporation, a.Wisconsin corporation {collectively or
alternati.vely the "Company") has been considering undertaking a
capital project in the Municipality, and the Company has repre-
sented to the Municipality that it would be an enco uragement and
inducement for it to proceed if the project could be financed
with industr�ia� development revenue bonds; and
,� �
WHEREAS, the project would be for the purpose of
expanding the Company's facilities for the manufacture and
warehousing of residential and commercial cabinetry and re-
lated products and would consist of a building addition of
approximately 19,900 square feet and necessary fixtures (here-
inafter called the "Project"); and
%1HEREAS, the Company has estimated that the �ost
of the Project woulcl be approximately $365,000 but, with allow-
ance for modifications, design changes, and inflation could be as
high as $450,000; and
WHEREAS, it is in the public interest of the Munici-
pality to promote, attract, stimulate, rehabilitate and revita-
lize commerce, industry and manufacturing, to promo�e th� better-
ment of the env�.ronment and the economy of the Municipality and
to stimulate a large flow of private investment fu�ds into the
Municipality; and
WHEREAS, it is the finding and determination of
this body that the Project is a qualified "project" within
the meaning of the Act and that the Company is an "eligible
participant" within the meaning of the Act; and
WHEREAS, it is the finding and det�rminatj�on o£
this body that the Alunicipality would derive public benefits
from the Project and its operation by the Company, including
by way of illustration but not limitation the following:
the provision and retention of gainful eanployment opportuni-
L-ies fc�r the citizens of the Municipality; the stimulation
of the flow of investment capital into the Municipality with
resultant beneficial effects on the economy in the Municipality;
and the preservation and enhancement of the Municipality's tax
base; and
WH�REAS, it is the finding and determination of this
body that the public interest will be served if the Munici-
pality were to encourage and ind uce the Company to undertake the
Project in the Muni.cipality;
NOW, THEREFORE, BE IT RESOLVED:
1. �ubject to the conditions specified in para-
graph 2, the Municipality shall pursue and consummate a financing
having the following elements:
(a) The Municipality shall issue industrial develop-
ment revenue bonds pursuant to the Act in such amount not in
ex,cess of $450,000 as the Company shall request, provided,
however, that the actual amount shall not be greater than
the then estimated aggregate cost of providing the Project
and paying the costs incident to the financing (said bonds
being hereinafter called the "Bonds").
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(b) The Bonds �hall be payable solely out of revenues
derived trom the Company or otherwise provided for pursuant
to the terms ot a lease, sale, loan, installment purchase or
similar agreement (hereinafter called the "Revenue Agree-
ment" ) to be entered into between the Municipal ity and
the Company.
(c) The Reuenue Agreement shall require the Company to
acquire, construct or install the Project and to provide the
Nunicigality with revenues suificient to pay when due the
principal of, premium, if any, and interest on the Bonds.
(a) The Bonds shall have such maturities, interest
rates and redemption features as the Company shall propose,
provided that such terms shall be substantially similar to
the terms of similar bonds secured the obiigations of
companies having substantially equivalent credit to that
of the Company.
2. The issuance of the Bonds by the Municipality
shall be on the foll.owing conditions:
(a) The Bonds shall not constitute an indebtedness of
the Municipality within the meaning of any State constitu-
tional provision or statutory limitation.
(b) The Bonds shall not constitute or give rise to a
pecuniary liability of the Municipality or a charge against
its general credit or taxing powers.
(�) If the Municipality shall hold title to the
Project while the Bonds are Qutstanding, the Company shall
be subject to property taxation in the same amount and to
the same extent as though Company were the owner of the
Project.
(d) The Company shall be responsible for finding a
purchaser or purchasers for all of the Bends.
(e) The out-of-pocket costs in connection with the
issuance and sale of the Bonds shall be paid either from the
proceeds of the Bonds or by the Company. �
t�) Prior to tne issuance of the Bonds: (i) the
electars of the Municipality shall have been given the
opportunity to petition for a referendum on the matter of
the Bond issue as required by the Act; (ii) either no such
petition shall be timely filed or such petition shall have
been filed and said referendum shall have approved the Bond
issue; and (iii) this body, by further resolution, shall
have authorized and approved the terms ot the Bonds and the
Revenue Agreement.
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(g) The Bonds shali be issued pursuant to the Ac�, and
the delivery of the Bonds shall be accompanied with the
unqualified approvirig legal opinion of Messrs. Foley &
Lardner, bond counsel, Milwau3cee, Wisconsin, or such other
nationally recognized firm of bond attorneys as shall be
acceptable to the Municipality and the Company.
3. The Clerk shall cause notice of adoption of this
Resolution to be published once in Oshkosh Daily Northwestern,
(the biunicipal}ty's official newspaper, for the publication
of notices pursuant to Chapter 985 of the Wisconsin Statutes)
in substanti.ally the form attached to this Resolution, and
shall cause a copy of such public notice together with a copy of
this� Resolution to be filed with the Secretary of Business
Development of the State of Wisconsin within 10 days following
publication of such notice.
4. This Resolution is an "initial resolution" within
the meaning of the Act and a"bond resolution or other similar
off icial action" with in the mean ing of Section 1.].03-8 ( a)( 5) of
the Treasury Regulations promulgated under Section 103 of the
Internal Revenue Code of I954, as amended.
5, This Resolution shaZl be effective immediately
upon its passage. Unless the Bonds shall have been issued prior
thereto, the authorities and authorizations given by this Resolu-
ti.on shall expire on January 1, 1979 or on such later date as
this body may specify by resolution adopted either before or
after such date.
Adopted and recorded January 19, 1978.
_,___._Council President
M� � C'lerk �
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(Form of Notice to be Published by the ClerkJ
NOTICE
C I7'Y
TO ELEGTORS
OF THE
OF QSHKOSH
TAKE NOTICE that the City Council of the City of
Oshkosh, Wisconsin, at a lawful meeting held on the 19th day of
January, 1978, adopted an initial resolution, pursuant to Section
66.521 of the Wisconsin Statutes, authorizing the issuance of not
to exceed $450,000 principal amount of industrial development
revenue bonds on behalf of Va11ey Mfg., Inc., a Wiseonsin cor-
poration and/or O&L Corporation, a Wisconsin corporation (col-
lectively or alternativel.y the "Company'• ). The purpose of
the bond issue is to finance the canstruction, acquisition and
installation costs.of a project consisting o� a buiiding addition
to be located in the City and operated by the Company for the
manufacture and warehousing of residential and commercial cabi-
netry and related products.
THE 80NDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF
THE CITY OF OSHKOSH; NOR SHALL THE BONDS GIVE RISE TO ANY PE-
CUNIARY LIABILITY OF THE CITY; NOR SHALL THE BONDS BE A CHARGE
AGAIN5T THE GENERAL CREDZT OR TAXING POWER OF THE CTTY. RATHER,
THE BONDS SHALL BE PAYABLE SOLELY FROM THE REVENUES AND OTHE12
AMOUNTS DERTVED OR RESULTING FROM A RE�,7ENUE AGREEMENT TO BE
ENTERED INTO WITH TH� COMPANY.
The aforesaid initial resolution is a public document
and may be inspected by any elector of the City at the City Hall,
230 Church Avenue, during business hours.
�TAKE FURTHER NOTICE THAT THE ELECTORS OF THE CITY OF
OSHKOSH MAY PETITION FOR A REFERENDUM ON THE QUES1^ION OF THE BOND
ISSUE. Sect'ion 66.521(10)(d) of the Wisconsin Statutes, pro-
vides:
"(d) The governing body may issue bonds under this
section without submitting the proposition to the electors
of the municipality for approval unless within 30 days from
the date of publication of notice of adoption of the initial
resolution for such bonds, a petition, signed by not less
than 5$ o� the registered electors of the municipality, or,
if there is no reqistration oP electors in the municipality,
by 10$ of the number of electors of the municipality voting
for the of£ice 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."
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/s/Converse hiarks
City Clerk
CERTIFICATIONS BY CLERK
I, Converse C. Marks, being first duiy sworn, do hereby
epose and certify that I am the duly appointed, gualified and
cting Clerk of the City of Oshkosh, in the County of Winnebago,
tate of Wisconsin, and as such I have in my possession, or have
ccess to, �he complete corporate records ot said City and of its
ity Council; that I have carefully compared the transcript
ereto attached with the aforesaid corporate records; that said
ranscript hereto att�ched is a true, correct and complete copy
t all the corporate records in relation to the adoption of
esolution No. entitled:
INITIAL RESOLUTION
RELATING TO
INDUSTRIAL DEV$LOPMENT REVENUE BOND FINANCTNG
ON BEHALF OF
VALLEY MFG.� INC.
I do hereby further depose and certify as follows:
1. Said resolution was considered for adoption
by the City Council at a meeting held in the City Hall at
7:00 P.t�[, on January 19, 1978. Said meeting was a regular
meeting of the City Council and was held in open session in
compl.iance with Subchapter IV of Chapter 19 of the t�iisconsin
Statutes.
2� Said resolution was on the agen�� for said meeting
and public notice thereof was given not less than 24 hours prior
to the commencement o� said meeting in compliance with Section
�.9.84 0� the Wisconsin Statutes, including, without limitation,
by posting on the bulletin board in the City Hall, by notice to
those ner�rs inedit3 who have filed a written request for notice of
meetings and by notice to the official newspaper of the City.
3.
Sch�.efelbein,
roll I noted
pre�ent:
Said meeting was called to order by Kenneth
Councii President who chaired the meeting. Upon
and recorded that the following Councilmen were
and that �he following Councilmen were absent:
0
I noted and recorded that a quorum was present. Various matters
and business were taken up during the course of the meeting with-
out intervention of any closed session. One of the matters ta�en
up was said resolution which was introduced and its adoption
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was moved by Councilman , and seconded by Councilman
Following discussion and after all Councilmen
who desired to do so had expressed their views for or against
said resolution, the question was called and upon roll being
call�d and the continued presence of a quorum being noted, the
recorded vote was as follows:
,
Aye:
Nay:
Abstain:
Whereupon the President declared said resolution adopted,
anc3 I so recorded it.
4. I have caused the "Notice to Electors" to be
published in the form and place specified in said resolut�on; and
I have filed a copy of said notice as published together with a
copy of said resolution with the Secretary of the Department of
Business Development of the State of Wisconsin within 10 days
following the publication of said notice.
IN WITNESS WHEREOF, I have signed my name and affixed
the seal of the City her�to on this day of , 1978.
[Municipal Sea�]
STATE OL� WISCONSIN )
� ss
COUNTY OF WINNEBAGO )
erk
Subscribed and sworn to before me this day, the
date last above written. -
Notary Public �
My commission expires:
[Notarial Seal]
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