NUMB:
971449
VERS:
SUBSTITUTE 2
REF:
XXBY:
ALD. NARDELLI
TITL:
Substitute resolution amending the Initial Resolution relating to the issuance of Industrial Development Revenue Bonds (Service Heat Treating, Inc. Project).
ANLS:
-Analysis-
This substitute resolution sets forth the intent of the City to issue industrial development revenue bonds in an amount not to exceed $5,000,000 to finance costs related to the construction of an addition to an existing manufacturing facility and the acquisition of heat treating equipment and related improvements by Glenbrook Company, Service Heat Treating, Inc. and Service Continuous, Inc.; waives the public bidding requirement for construction work on the facilities; requires that the eligible participant use its best efforts to utilize disadvantaged businesses in the construction of the project; and authorizes a public hearing on the bonds.
BODY:
Whereas, The City of Milwaukee, Wisconsin (the "City") is a municipal corporation organized and existing under and pursuant to the laws of the State of Wisconsin and is authorized by Section 66.521, Wisconsin Statutes, as amended (hereinafter sometimes referred to as the "Act"):
(a) To issue revenue bonds to finance all or any part of the costs of the construction, equipping, reequipping, acquisition, purchase, installation, reconstruction, rebuilding, rehabilitation, improving, supplementing, replacing, maintaining, repairing, enlarging, extending or remodeling of a project which qualifies under the Act and the improvement of the site therefor.
(b) To enter into a revenue agreement with an eligible participant pursuant to which the eligible participant agrees to cause said project to be constructed and to pay the City an amount of funds sufficient to provide for the prompt payment when due of the principal of and interest on said revenue bonds; and
Whereas, Service Heat Treating, Inc. and Service Continuous, Inc., each a Wisconsin corporation and Glenbrook Company, a Wisconsin general partnership (collectively, the "Eligible Participant"), have been considering undertaking a project in the City and the Eligible Participant has represented to the City that it would be an encouragement and inducement for the Eligible Participant to proceed if the project could be financed with revenue bonds; and
Whereas, The Eligible Participant has represented that the intended use of the project is for the purpose of commercial heat treating of steel products and that the project consists of the construction of a building addition and the acquisition and installation of heat treating equipment and related improvements (hereinafter called the "Project"); and
Whereas, The Eligible Participant has estimated that the cost of the Project would be approximately $6,000,000; and
Whereas, The Eligible Participant has represented that it expects the Project to create 20 jobs and maintain 50 jobs at the Project site and would neither create, maintain or eliminate any jobs elsewhere in the State of Wisconsin; and
Whereas, The Common Council of the City of Milwaukee (the "Common Council") previously adopted an initial resolution relating to a portion of the Project, but the Eligible Participant now plans an expanded Project; and
Whereas, Prior to the date of adoption of this Resolution, a statement which provides a good faith estimate of attorney fees which are expected to be paid from proceeds of the revenue bonds will have been filed with the City Clerk and with the Department of Commerce of the State of Wisconsin; and
Whereas, It is in the public interest of the City to promote, attract, stimulate, rehabilitate and revitalize commerce, industry and manufacturing to promote the betterment of the environment and the economy of the City and to stimulate a large flow of private investment funds into the City; and
Whereas, Section (11)(b)1. of the Act contains provisions requiring competitive bidding for certain construction contracts with regard to the construction 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; and
Whereas, It is the finding and determination of the Common Council that the Project is a qualified "project" within the meaning of the Act and that the Eligible Participant is an "eligible participant" within the meaning of the Act; and
Whereas, It is the finding and determination of the Common Council that the City would derive public benefits from the Project and its operation, including by way of illustration but not limitation the following: the provision and retention of gainful employment opportunities for the citizens of the City, the stimulation of the flow of investment capital into the City with resultant beneficial effects on the economy in the City, and the preservation and enhancement of the City's tax base; and
Whereas, It is the finding and determination of the Common Council that the public interest will be served if the City were to encourage and induce the Eligible Participant to undertake the Project in the City; now, therefore, be it
Resolved, By the Common Council of the City of Milwaukee that:
1. Subject to the conditions specified in paragraph 2, the City shall pursue and consummate a financing having the following elements:
(a) The City shall issue revenue bonds pursuant to the Act at one or more times in one or more series in such aggregate principal amount not in excess of $5,000,000 as the Eligible Participant shall request; provided, however, that the actual aggregate principal amount shall not be greater than the sum of the then estimated aggregate cost of providing the Project, plus the amount necessary to fund any reserve deemed necessary or desirable, plus the estimated financing and bond issuance costs (said bonds being hereinafter called the "Bonds").
(b) The Bonds shall be limited obligations of the City payable by the City solely out of revenues derived from the Eligible Participant or otherwise provided for pursuant to the terms of a loan or similar agreement (hereinafter called the "Revenue Agreement") to be entered into between the City and the Eligible Participant.
(c) The Revenue Agreement shall require the Eligible Participant to acquire, construct or install the Project and to provide the City with revenues sufficient to pay, when due, the principal of, premium, if any, and interest on the Bonds.
(d) The Revenue Agreement shall require the Eligible Participant to submit to the Department of Commerce within 12 months after the Project is completed or 2 years after the Bonds are issued, whichever is sooner, the net number of jobs eliminated, created or maintained on the Project site and elsewhere in the State of Wisconsin as a result of the Project.
(e) Any contract for construction work for the Project shall include a clause prohibiting discrimination in employment and subcontracting.
(f) The Bonds shall have such maturities, interest rates and redemption limitations as the Eligible Participant and the initial Bond purchaser(s) shall propose.
(g) The Eligible Participant shall enter into an agreement with the City to use its "best efforts," as defined in such agreement, to use certified disadvantaged businesses in the construction of the Project.
2. The issuance of the Bonds by the City shall be on the following conditions:
(a) The Bonds shall not constitute an indebtedness of the City within the meaning of any State constitutional provision or statutory limitation.
(b) The Bonds shall not constitute or give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers.
(c) The Eligible Participant shall be responsible for finding a purchaser or purchasers for all of the Bonds.
(d) Prior to the issuance of the Bonds: (i) the electors of the City 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 or said referendum shall have approved the Bond issue; and (iii) the Common Council, by further resolution, shall have authorized and approved the terms of the Bonds and the Revenue Agreement.
(e) The Bonds shall be issued pursuant to the Act, and the delivery of the Bonds shall be accompanied with the approving legal opinion of the law firm of Foley & Lardner or such other nationally recognized firm of bond attorneys as shall be acceptable to the City and the Eligible Participant.
3. All 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 Eligible Participant.
4. The City Clerk shall cause notice of adoption of this Resolution to be published, in substantially the form attached to this Common Council File as Exhibit A, once in the City's official newspaper for the publication of notices pursuant to Chapter 985 of the Wisconsin Statutes and shall cause evidence of publication (including a copy of the notice as published) indicating the date of publication of such public notice to be filed with the Secretary of the Department of Commerce of the State of Wisconsin within 20 days following publication of such notice.
5. The appropriate officials of the Department of City Development, or bond counsel acting on behalf of the City, are authorized to apply to the Department of Commerce of the State of Wisconsin for an allocation of Wisconsin's volume cap for private activity bonds in an amount not to exceed $5,000,000.
6. This Resolution is an "initial resolution" within the meaning of the Act and official action toward issuance of the Bonds for purposes of Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
7. The appropriate officials of the Department of City Development are authorized to hold a public hearing on the question of the issuance of the Bonds so as to fulfill the public approval requirement of Section 147(f) of the Internal Revenue Code of 1986, as amended. Notice of the public hearing shall be published as a class 1 notice in the Milwaukee Journal Sentinel at least 14 days prior to the scheduled date for such hearing.
8. It is the finding and determination of the Common Council that the City will not control the design, costs, construction or operation of the Project; that no public moneys will be expended for the Project; that the City will have no beneficial ownership in the Project; that the primary reason for requiring competitive bidding for 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 City 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 construction for the Project. Therefore, the City does waive the provisions of Section (11)(b)1. of the Act with regard to the Project.
9. The City Clerk shall cause paragraph 8 to be published together with the public notice required by paragraph 4.
10. This Resolution shall be effective immediately upon its adoption. Unless the Bonds shall have been issued prior thereto, the authorities and authorizations given by this Resolution shall expire on the second anniversary date of the date of adoption of this Resolution or on such later date as the Common Council may specify by resolution adopted either before or after such date.
ZDPT:
DFTR:
DCD:JS:js
1/14/98