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HomeMy WebLinkAbout01-483 Prom Note.doc The City Council of the City of Oshkosh, Winnebago County, Wisconsin, met in open public, regular session at its regular meeting place at the City Hall in Oshkosh, Wisconsin, on December 11, 2001, at 6:00 o'clock P.M., with the following members present: Council Members Stephen Hintz, Shirley Mattox, William Castle, Mark Harris, Paul Esslinqer, Melanie Bloechl and Jon Dell'Antonia There was also present Pamela R. Ubrig, City Clerk. (Other Business) Thereupon the following resolution was introduced by Council Member Dell'Antonia and was read in full, and pursuant to motion made by Council Member Bloechl and seconded by Council Member Castle, was adopted by the following vote: Aye: (7) Council Members Hintz, Mattox, Castle, Harris, Esslinger, Bloechl, Dell'Antonia Nay: (0) Absent or Not Voting: (0) 01-483 Prom Note.doc 400 · CLJ · 9/4/03 DECEMBER 11, 2001 01-483 RESOLUTION (CARRIED 7-0 LOST LAID OVER WITHDRAWN ) PURPOSE: RESOLUTION authorizing the sale, determining rates of interest and other details and levying taxes in connection with the issuance of a Taxable Promissory Note, Series 2001-E, of the City of Oshkosh, Winnebago County, Wisconsin, in the principal amount of $2,300,000. INITIATED BY: CITY ADMINISTRATION WHEREAS, cities are authorized by the provisions of Section67.12(12), Wisconsin Statutes, as supplemented and amended (the "Statute'l, to issue promissory notes for any public purpose including but not limited to paying any general and current municipal expense, and to refund any municipal obligations, including interest on them; and WHEREAS, the term "public purpose" is defined in the Statute as "the performance of any power or duty of the issuing municipality;" and WHEREAS, cities are empowered by the Wisconsin Statutes, as supplemented and amended, to construct improvements in tax increment districts, to acquire land for industrial purposes and to construct industrial projects; and WHEREAS, the City now finds it necessary and desirable to construct improvements in tax increment districts, to acquire land for industrial purposes and to construct industrial projects; and WHEREAS, it is considered necessary and desirable by the Common Council of the City that the City borrow $2,300,000 for the purposes aforesaid and that the City issue its Taxable Promissory Note, Series2001-E (the "Note'~ to evidence the indebtedness thereby incurred; and WHEREAS, the Director of Finance has received bids for the Note; and Now, THEREFORE, Be It Resolved by the City Council of the City of Oshkosh, Winnebago County, Wisconsin, as follows: Section 1. Definitions. For all purposes of this Resolution, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section 1 shall have the meanings set forth below, and shall include the plural as well as the singular. -2- "City" shall mean the City of Oshkosh, Winnebago County, Wisconsin, and any successor to the duties or functions of the City. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Governing Body" shall mean the City Council of the City, or such other council, board, commission or body, by whatever name known, which shall succeed to its powers. "LIBOR" shall mean the 90-day LIBOR quotation which appears on the "LIUSO1M" page on the Bloomberg Financial Markets Commodities News Service screen (or any successor page). "Note" shall mean the Taxable Promissory Note, Series 2001-E, authorized to be issued by the terms of this Resolution. "Note Register" shall mean the books of the City kept by the Note Registrar to evidence the registration and transfer of the Note. "Note Registrar" shall mean the City Treasurer of the City, or a successor designated as Note Registrar under this Resolution. "Resolution" shall mean this resolution as adopted by the Governing Body of the City. "Statute" shall mean Chapter 67 of the Wisconsin Statutes, as supplemented and amended. Section 2. Authorization. The issuance of a promissory note in the principal amount of $2,300,000 is hereby authorized for the purpose of providing funds in the amount of $2,300,000 for the following public purposes: the acquisition of land for industrial purposes. The Note shall be designated "Taxable Promissory Note, Series 2001-E," shall be dated the date of issuance, and shall also bear the date of authentication, shall be in fully registered form in the form of one note in the initial principal amount of $2,300,000, shall be appropriately lettered and numbered, shall mature on April 1, 2003, and shall bear interest at an initial rate of 4.57% per annum, until April 1, 2002, on which date the interest rate borne by the Note shall be redetermined as hereinafter provided, payable upon maturity or upon prepayment. On April 1, 2002, July 1, 2002, October 1, 2002, and January 1, 2002, the interest rate borne by the Note shall be redetermined at a rate equal to LIBOR in effect on each said date plus two and one-half percent per annum (2.50%), but at a rate not to exceed six and one-half percent per annum. Section 3. Interest; Payment Provisions. The Note shall bear interest from its date at the interest rates as determined above, such interest (computed upon the basis -3- of a 360-day year consisting of twelve 30-day months) being payable on the date of maturity or upon prepayment. Interest on the Note shall be paid by the Note Registrar to the person in whose name such Note is registered at the maturity date or upon prepayment. The principal of and interest on the Note shall be payable in lawful money of the United States of America only at the principal office of the Note Registrar. Section 4. Execution; Authentication. The Note shall be executed on behalf of the City with the manual or facsimile signature of the City Manager of the City and with the manual or facsimile signature of the City Clerk of the City, and sealed with the official seal of the City or a printed facsimile thereof. In case any officer whose signature shall appear on any Note shall cease to be such officer before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Note shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Note Registrar as authenticating agent of the City and showing the date of authentication. The Note shall not be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until such certificate of authentication shall have been duly executed by the Note Registrar by manual signature, and such certificate of authentication upon the Note shall be conclusive evidence that the Note has been authenticated and delivered under this Resolution. The certificate of authentication on the Note shall be deemed to have been executed by the Note Registrar if signed by the Note Registrar. Section 5. Registration of Note; Persons Treated as Owners. The City shall cause books (the "Note Register'~ for the registration and for the transfer of the Note as provided in this Resolution to be kept at the principal office of the Note Registrar, which is hereby constituted and appointed the registrar of the City. Upon surrender for transfer of any Note at the principal office of the Note Registrar duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar, duly executed by the registered owner or his attorney duly authorized in writing, the City shall execute and the Note Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Note of the same maturity and interest rate, for a like principal amount. The execution by the City of the fully registered Note shall constitute full and due authorization of the Note and the Note Registrar shall thereby be authorized to authenticate, date and deliver the Note. The Note Registrar shall not be required to transfer or exchange the Note during the period of five (5) days next preceding the maturity date of the Note, nor to transfer or exchange the Note after notice of calling the Note for prepayment has been mailed nor during the period of five (5) days next preceding mailing of a notice of prepayment of the Note. The person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on the Note shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and -4- effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. No service charge shall be made for any transfer of the Note, but the City or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer of the Note. Section 6. Prepayment. The Note shall be subject to prepayment at the option of the City, as a whole or in part, on any date, at a prepayment price of 100% of the principal amount thereof being prepaid, plus accrued interest to the date fixed for prepayment. The Note shall be prepaid only in the principal amount of $5,000 and integral multiples thereof. Section 7. Prepayment Procedure. Unless waived by the registered owner of the Note (or portion thereof) to be prepaid, notice of the call for any such prepayment shall be given by the Registrar on behalf of the City by mailing the prepayment notice by registered or certified mail, postage prepaid, or by delivering the notice of prepayment, not less than five (5) days prior to the date fixed for prepayment to the registered owner of the Note at the address shown on the Note Register or at such other address as is furnished in writing by such registered owner to the Registrar. Failure to give such notice by mailing to the owner of the Note, or any defect therein, shall not affect the validity of any proceedings for the prepayment of the Note. All notices of prepayment shall state: (1) the date fixed for prepayment, (2) the prepayment price, (3) if less than all of the outstanding principal of the Note is to be prepaid, the principal amount of the Note to be prepaid, (4) that on the date fixed for prepayment the prepayment price will become due and payable upon the Note or portion thereof called for prepayment, and that interest thereon shall cease to accrue from and after said date, and (5) the place where the Note is to be surrendered for payment of the prepayment price, which place of payment shall be the principal office of the Registrar. Prior to any prepayment date, the City shall deposit with the Registrar an amount of money sufficient to pay the prepayment price of the Note or portion of the Note which is to be prepaid on that date. With respect to an optional prepayment of the Note, unless moneys sufficient to pay the principal of and interest on the Note to be prepaid shall have been received by the Registrar prior to the giving of such notice of prepayment, such notice may, at the option of the City, state that said prepayment shall -5- be conditional upon the receipt of such moneys by the Registrar on or prior to the date fixed for prepayment. If such moneys are not received, such notice shall be of no force and effect, the City shall not prepay the Note or portion thereof and the Registrar shall give notice, in the same manner in which the notice of prepayment was given, that such moneys were not so received and that the Note or portion thereof will not be prepaid. Notice of prepayment having been given as aforesaid, the Note or portion thereof so to be prepaid shall, on the date fixed for prepayment, become due and payable at the prepayment price therein specified, and from and after such date (unless the City shall default in the payment of the prepayment price), such Note or portion thereof shall cease to bear interest. Upon surrender of the Note for prepayment in accordance with said notice, the Note shall be paid by the Registrar at the prepayment price. Installments of interest due on or prior to the date fixed for prepayment shall be payable as herein provided for the payment of interest. Upon surrender for any partial prepayment of the Note, there shall be prepared for the registered owner a new Note of the same maturity and interest rate in the amount of the unpaid principal. The Note which has been prepaid shall be cancelled and destroyed by the Registrar and shall not be reissued. Section 8. Form of Note. The Note, the certificate of authentication to be endorsed thereon and the form of assignment to be endorsed thereon are all to be in substantially the following forms with necessary and appropriate variations, omissions and insertions as permitted or required by this Resolution: -<5- (Form of Note - Front Side) UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH TAXABLE PROMISSORY NOTE, SERIES 2001-E See Reverse Side for Additional Provisions No. R-1 DATED DATE MATURITY DATE $2,300,000 INITIAL RATE OF INTEREST 200 April 1, 2001 4.57% Registered Owner: Principal Amount: Two MILLION THREE HUNDRED THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Oshkosh, in the County of Winnebago and the State of Wisconsin (the "City'S, hereby acknowledges itself to owe and for value received hereby promises to pay to the Registered Owner hereinabove identified, or registered assigns as hereinafter provided, on the Maturity Date hereinabove identified, or such earlier date, the Principal Amount hereinabove identified and to pay interest (computed on the basis of a 360-day year consisting of twelve 30-day months) on said Principal Amount from the Dated Date hereinabove identified at the Initial Rate of Interest per annum hereinabove identified until April 1, 2002, on which date the interest rate borne by this Note shall be redetermined as hereinafter provided, payable on the Maturity Date, except as the provisions hereinafter set forth with respect to prepayment may be and become applicable to this Note. On April 1, 2002, July 1, 2002, October 1, 2002, and January 1, 2002, the interest rate borne by the Note shall be redetermined at a rate equal to LIBOR (as hereinafter defined) in effect on such said date plus two and one-half percent per annum (2.50%), but at a right not to exceed six and one-half percent per annum. As used herein, the term "LIBOR" shall mean the 90-day LIBOR quotation which appears on the "LIUSO1M" page on the Bloomberg Financial Markets Commodities News Service screen (or any successor page). The principal of and interest on this Note is payable in lawful money of the United States of America only at the principal office of the City Treasurer in Oshkosh, Wisconsin, as Note registrar and paying agent. _7_ Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof and such further provisions shall for all purposes have the same effect as if set forth on the front side of this Note. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist, happen and be performed precedent to and in the issuance of this Note have been done, have existed, have happened and have been performed in regular form and manner as required by the Constitution and the laws of the State of Wisconsin; that this Note, together with all other indebtedness of the City, does not exceed any limitation prescribed by law; and that the City has levied a direct annual irrepealable tax sufficient to pay the interest hereon when it falls due and also to pay and discharge the principal hereof at maturity. The full faith, credit and resources of the City are hereby pledged for the payment of the principal of and interest on this Note and the issue of which it is a part as the same respectively become due and for the levy and collection of sufficient taxes for that purpose. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Note Registrar. IN WITNESS WHEREOF the City of Oshkosh, Winnebago County, Wisconsin, by its City Council, has caused this Note to be executed with the duly authorized manual or facsimile signature of its City Manager and with the duly authorized manual or facsimile signature of its City Clerk, and its official seal or a facsimile thereof to be impressed or reproduced hereon, as of the Dated Date hereinabove identified. City Clerk City Manager [SEAL] CERTIFICATE OF AUTHENTICATION This Note is described in the within mentioned Resolution and is the Taxable Promissory Note, Series 2001-E, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: By City Treasurer, as Note Registrar -8- [Form of Note - Reverse Side] This Note is an authorized issue of a Taxable Promissory Note, Series 2001-E, in the principal amount of $2,300,000 (the "Note'), issued for the public purpose of acquiring land for industrial purposes and constructing industrial projects constructing improvements in a tax increment district, pursuant to and in all respects in compliance with Chapter 67 of the Wisconsin Statutes, as supplemented and amended, and a resolution adopted by the Common Council of the City on December 11, 2001. This Note is subject to prepayment at the option of the City, as a whole or in part in integral multiples of $5,000, on any date, at a prepayment price of 100% of the principal amount thereof being prepaid plus accrued interest to the date fixed for prepayment. Notice of any intended prepayment shall be sent by registered or certified mail, postage prepaid, or delivered not less than five (5) days prior to the date fixed for prepayment to the registered owner of this Note at the address shown on the registration books of the City maintained by the Registrar or at such other address as is furnished in writing by such registered owner to the Registrar. Such notice of prepayment may be conditional as provided in the Resolution. When so called for prepayment, this Note, or the portion hereof being so called for prepayment, will cease to bear interest on the specified prepayment date, provided funds for prepayment are on deposit at the place of payment on that date, and shall not be deemed to be outstanding. This Note is issued in the principal amount of $2,300,000. This Note is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing at the principal office of the Note Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing resolution, and upon surrender and cancellation of this Note. Upon such transfer a new Note of the same maturity and interest rate and for the same aggregate principal amount will be issued to the transferee in exchange for this Note. The City and the Note Registrar may deem and treat the Registered Owner as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the City nor the Note Registrar shall be affected by any notice to the contrary. -9- The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common UNIF GIFT/TRANS MIN ACT- Custodian (Cust) (Minor) TEN ENT- as tenants by the entirety under Uniform Gifts/Trans to Minors JT TEN- as joint tenants with right Act of survivorship and not as tenants in common (State) Additional abbreviations may also be used though not listed above. (ASSIGNMENT) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint , attorney, to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. Signature guaranteed: -]0- NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank of trust company. Section 9. Sale of Note The sale of the Note to Associated Bank at a price of $2,300,000.00 and accrued interest to the date of delivery thereof, is hereby authorized. Section 10. Levy of Taxes. In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Note and to pay and discharge the principal thereof at maturity, there is hereby levied upon all taxable property in the City of Oshkosh, Winnebago County, Wisconsin, a direct annual tax in an amount sufficient for that purpose, and there is hereby levied upon all of said taxable property in the City the following direct annual tax in the year and amount, as follows: YEAR OF LEVY AMOUNT FOR INTEREST AND PRINCIPAL 2002 $2,588,952 In the year 2000, the direct annual tax above levied shall be extended upon the tax rolls of the City and collected by the officers of the City in the same manner and at the same time as taxes for general City purposes for such year are extended and collected, and when so collected, the proceeds of said taxes shall be used solely for paying the principal of and interest on the Note so long as the Note remains outstanding. Interest on or principal of the Note falling due at any time when there shall be on hand insufficient funds from the proceeds of the above tax levy for the payment of such interest or principal shall be paid promptly when due from other funds of the City, which funds shall be reimbursed therefor out of the proceeds of the taxes above levied when such taxes shall have been collected. Section 11. Establishment of Debt Service Fund. There is hereby established in the City Treasury a fund separate and distinct from all other funds of the City to be designated "Taxable Promissory Note, Series 2001-E Debt Service Fund," which fund shall be used solely for the purpose of paying principal of and interest on the Note. There shall be deposited in said fund all premium, if any, paid on the Note at the time the Note is delivered to the purchaser thereof, all money raised by taxation pursuant to Section 10 hereof, and such other sums as may be necessary to pay interest on the Note when the same shall become due and to retire the Note at maturity. Section 12. Use of Proceeds. The principal proceeds of the Note shall be deposited in a special fund and used solely for the purposes for which the Note is hereby authorized. Section 13. Duties of Note Registrar. If requested by the Note Registrar, the Mayor of the City is authorized to execute and the City Clerk of the City is authorized to -]]- attest the Note Registrar's standard form of agreement between the City and the Note Registrar with respect to the obligations and duties of the Note Registrar hereunder which may include the following: (a) to act as note registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to give notice of prepayment of the Note as provided herein; (c) to cancel and destroy the Note when paid at maturity or submitted for transfer; (d) to furnish the City a certificate of destruction with respect to the Note when it has been cancelled and destroyed; and (e) to furnish the City an audit confirmation of payments made with respect to interest on the Note. Section 14. Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability or such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution. Section 15. Ordinances, Resolutions Superseded. All ordinances and resolutions in conflict herewith are hereby superseded to the extent of such conflict, and this Resolution shall take effect from and after its passage. Adopted: December 11, 2001. Approved: December 11, 2001. Recorded: December 11, 2001. /s/ Jon Dell'Antonio Mayor Attest: /si Pamela R. Ubrig City Clerk -]2- (Other Business) There being no further business to come before the City Council, it was moved, seconded and unanimously carried that the Common Council adjourn. Attest: /s/ Pamela R. Ubrig City Clerk /s/ Jon Dell'Antonio Mayor -]3- STATE OF WISCONSIN ) ) ss. COUNTY OF WINNEBAGO ) I, Pamela R. Ubrig, 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 December 11, 2001, and of a resolution adopted at said meeting; 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 Taxable Promissory Note, Series 2001-E, of said City, in the principal amount of $2,300,000. I further certify that a true and correct statement of every step or proceeding had or taken to date in connection with the authorization of said note has been recorded by me in a separate record book pursuant to the provisions of Section67.05(12), Wisconsin Statutes, as supplemented and amended. WITNESS my official signature and the official seal of said City this __ December, 2001. day of City Clerk [SEAL]