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HomeMy WebLinkAbout35495 / 89-219 r auserl/natrhg/715649-e/1/072889 AUGUST 3, 1989 Resolution #219 The City Council of the City of Oshkosh, Winnebago County, Wisconsin, met in regular, open, public session at its regular meeting place on August 3, 1989, at 7:00 o'clock P.M., with the following members present: Donald W. Pressley, Thomas J. Binner, Floyd R. Chapin, Robert C. Jungwirth, Don H. Kutchera dn James A. Mather and the following members absent: Kathleen M. Propp * * * * (Other Business) The City Clerk stated that one purpose of the meeting was the con- sideration of proposals received for the purchase of $410,000 aggregate principal amount of Taxable Promissory Notes, Series 1989, of the City of Oshkosh, pursuant to sealed bids. Thereupon the following resolution was introduced by Mather and read in full, and, pursuant to motion made by Kutchera and seconded by Pressle� , was adopted by the following vote: Aye: Pressley, Chapin, Jungwirth, Kutchera, Mather Present: Binner Nay: None Absent or Not Voting: Propp - 13 - � Res. #219 RESOLUTION determining to borrow $410,000 and to issue Taxable Promissory Notes, Series 1989, of the City of Oshkosh, Winnebago County, Wisconsin, in such amount, providing details, prescribing the form of note, awarding the notes to the highest bidder, and levying taxes. WHEREAS, cities are authorized by the provisions of Section 67.12(12), Wisconsin Statutes, to issue promissory notes for projects undertaken for public purposes; and WHEREAS, cities, in the exercise of their public powers, may acquire land for the purpose of creating an industrial park; and WHEREAS, it is considered necessary and desirable by the City Council of the City of Oshkosh, Winnebago County, Wisconsin (the "City"), that the City borrow the aggregate �rin�ipa] amount of $410,000 for the public purpose aforesaid and that the City issue its promissory notes to evidence the indebtedness thereby incurred; and WHEREAS, pursuant to advertisement, sealed bids were received for the purchase of such promissory notes in said aggregate principal amount until 10:30 A.M., C.D.T., on August 3, 1989, which bids are as follows: Name of Bidder Net Interest Rate First Wisconsin National Bank of Milwaukee, $372,485.00 9.10� Milwaukee, WI Bank One, Milwaukee N.A. , Milwaukee, WI 379,250.00 9.25 ; and WHEREAS, the bid of First Wisconsi� National Bank of �ilwaukee , of Milwaukee , Wisconsin , and associates at a price of $ 410,615.00 plus accrued interest to the date of delivery, was the best bid submitted, which bid is as follows: -2- Res. #219 CITY OF OSHKOSH � BID FORM TAXABLE PROMISSORY NOTES, SERIES 1989 August 3, 1989 PROPOSAL: We offer to purchase the $410, 000 of Taxable Promissory Notes, Series 1989, of the City of Oshkosh, Wisconsin, due August 1, 1999. (The "Taxable Notes") . The Taxable Notes shall be in ..5,o 00 ���"i- fully registered form in denominations af �1U;bf�v' e or integral multiples thereof, and will be dated August 1, 1989. The Taxable Notes shall be- subject to prepayment at the option of the City on August 1, 1993, and on any interest payment date thereafter, with a minimum of thirty (30) days notice. Closing will take place on or before August 9, 1989, at Oshkosh, Wisconsin; Milwaukee, Wisconsin; or Chicago, Illinois, at the option of the purchaser. The Notes shall bear interest at the rate of ��/ � $ per annum. � � ' �o� The total interest to be paid through maturity is $ f — C��j� ,s"=� Y�Y�1�u�vJ First lJ' consin PJational Bank � BANK , �; ����/ a�r� �r,`��,�;y , �!��/ �/ �� Sig a ure o aut orize officer) . � Date• August Z, 1989 Title• Assistant Vice President � Accepted b . CITY OF OSHKOSH . �� By: �,_/.�� � ;�U. iam D. Frue , City Manager Attested: Donna C. Serwas, City C er Subsequerit to the openin� of the bids, First �disconsin ilational Bank of i�iilirau'r.ee ��reed to use �10,U00 �ieno;.�inations or integral :aultiples thereof, to be consisterzt with the specifications of t�e Jfficial Plotice of Sale. • � Res. #219 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 herein 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. "City" shall mean the City of Oshkosh, Winnebago County, Wisconsin. "Governing Body" shall mean the City Council of the City. "Note" or "Notes" shall mean one or more of the Taxable Promissory Notes, Series 1989, authorized to be issued by the terms of this Resolution. �'Note Register" �hall mean the bocks �f the City kept by the Registrar to evidence the registration and transfer of the Notes. "Registrar" shall mean First Wisconsin Trust Company, in Milwaukee, Wisconsin, or a successor designated as Registrar hereunder. . "Resolution" shall mean this resolution as adopted by the Governing Body of the City. Section 2. Authorization. The issuance of $410,000 aggregate principal amount of promissory notes is hereby authorized for the purpose of providing funds for the purpose of acquiring land in and for an industrial park. The Notes shall be designated "Taxable Promissory Notes, Series 1989," shall be dated August 1, 1989, as originally issued, and shall also bear the date of their authentication by the Registrar. The Notes shall be in fully registered form, shall be in denominations of $10,000 each and integral ' multiples thereof, shall be numbered consecutively from one upward, shall mature on August 1 of the year 1999, and shall bear interest at the rate of percent ( %) per annum. nine and 10/100 (9.10�) Section 3. Interest; Payment Provisions. The Notes shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, at the interest rates set out above, such interest (com- puted upon the basis of a 3S�-day year of twelve 30-day months) being payable on February 1 and August 1 of each year, commencing on February i, i980. Interest on each Note shall be paid by check or draft of the Registrar to the person in whose name such Note is registered at the close of business on the fifteenth day of the calendar month next preceding the applicable interest payment date. The principal of each Note shall be payable in lawful money of the United States of America upon presentation and surrender of such Note at the principal corporate trust office of the Registrar in Milwaukee, Wisconsin. Section 4. Execution; Authentication. The Notes shall be executed on behalf of the City with the facsimile signature of the City Manager of the City and with the 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 signa- ture shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. -4- • Res. #219 All Notes shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Registrar as authenticating agent of the City and showing the date of authentication thereof. No Note shall 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 Registrar by manual signature, and such certificate of authentication upon any such Note shall be eonclusive evidence that such Note has been authenticated and delivered under this Resolution. The certificate of authentication on any Note shall be deemed to have been exeeuted by the Registrar if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Notes issued hereunder. Seetion 5. ftegistration of Notes; Persons Treated as Owners. The City shall cause books (the "Note Register") for the registration and for the transfer of the Notes as provided in this Resolution to be kept at the principal corporate trust office of the Registrar, which is hereby constituted and appoir�ted the registrar of the City with respect to the Notes herein authorized. Upon surrender for transfer of any Note at the principal corporate trust office of the Registrar duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar duly executed by, the registered owner thereof or his attorney duly authorized in writing, the City shall execute and the Registrar shall authenticate, date and deliver in the name of the trans- feree or transferees a new fully registered Note or Notes of the same maturity of authorized denomination or denominations, for a like aggregate principal amount. Any fully registered Note or Notes may be exchanged at said office of the Registrar for a like aggregate principal amount of Note or Notes of the same maturity of other authorized denominations. The execution by the City of any fully registered Note shall constitute full and due authorization of such Note and the Registrar shall thereby be authorized to authenticate, date and deliver such Note; provided, however, that the principal amount of the outstanding Notes authenticated by the Registrar shall never exceed the author- ized principal amount of the Notes, less previous retirements. The Registrar may, but shall not be required to, transfer or exchange any Note during the period of fifteen (15) days next preceding any interest payment date on such Note, nor to transfer or exchange any Note after notice calling such Note for pre- payment has been mailed nor during the period of fifteen (15) days next preceding mail- ing of a notice of prepayment of any Notes. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on any 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 effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of Notes, but the City or the 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 or exchange of Notes except in the case of the issuance of a Note or Notes for the unpre- paid portion of a Note surrendered for prepayment. Section 6. Prepayment. The Notes shall be subject to prepayment at the option of the City as a whole, or in part (less than all of the Notes to be selected by the -5- � � Res. #219 Registrar as hereinafter provided), on August 1, 1993, and on any interest payment date thereafter, at a prepaym ent price of par plus acerued interest to the date fixed for prepayment. The Notes shall be prepaid only in the principal amount of $10,000 each and integral multiples thereof. At least forty-five (45) days prior to the date fixed for pre- payment (unless a shorter notice shall be satisfactory to the Registrar), the City shall notify the Registrar of such date fixed for prepayment and of the principal amount of Notes to be prepaid on such date. For purposes of any prepayment of less than all of the outstanding Notes of a single maturity, the particular Notes or portions of Notes to be prepaid shall be selected by the Registrar from the outstanding Notes by such method as the Registrar shall deem fair and appropriate, and whieh may provide for the selection for prepayment of Notes or portions of Notes in principal amounts of $10,000 and integral multiples thereof. The Registrar shal� prom�tly notify the City in writing of the Notes or portions of Notes selected for prepayment and, in the case of any Note selected for partial prepayment, the principal amount thereof to be prepaid. Section 7. Prepayment Procedure. Unless waived by any registered owner of Notes (or portions 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, not less than thirty (30) days prior to the date fixed for prepayment to the registered owner of the Note or Notes to be prepaid 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 any owner of any Note, or any defect therein, shall not affect the validity of any proceedings for the prepayment of any other Notes. All notices of prepayment shall state: (1) the date fixed For prepayment, (2) the prepayment price, (3) if less than all outstanding Notes are to be prepaid, the identification, including CUSIP numbers, (and, in the case of partial prepayment, the respective principal amounts) of the Notes to be prepaid, (4) that on the date fixed for prepayment the prepayment price will become due and payable upon each such 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 such Notes are to be surrendered for payment of the prepayment price, which place of payment shall be the principal corporate trust 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 all the Notes or portions of Notes which are to be prepaid on that date. Notice of prepayment having been given as aforesaid, the Notes or portions of Notes so to be prepaid shall, on the date fixed for prepayment, become due and pay- able at the prepayment price therein specified, and from and after such date (unless the -6- City shall default in the payment of the prepayment price) such Notes or portions of Notes shall cease to bear interest. Upon surrender of such Notes for prepayment in accordance with said notice, such Notes 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 payment of interest. Upon surrender for any partial prepayment of any Note, there shall be prepared for the registered owner a new Note or Notes of the same maturity in the amount of the unpaid principal. All Notes which have been prepaid shall be cancelled and destroyed by the Registrar and shall not be reissued. Section 8. Form of Notes. The Notes, 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: (Form of Note) United States of America State of Wisconsin County of Winnebago City of Oshkosh Taxable Promissory Note, Series 1989 See Reverse Side For Additional Provisions No. Rate of Interest Maturity Date Dated Date Cusip Number August 1, 1999 August 1, 1989 Registered Owner: Principal Amount: BNOW ALL MEN BY THESE PRESENTS: That the City of Oshkosh in the County of Winnebago, Wisconsin (the "City"), hereby aeknowledges itself to owe and for value received promises to pay to the Registered Owner hereinabove identified, or regis- tered assigns as hereinafter provided, on the Maturity Date hereinabove identified, the Principal Amount hereinabove identified and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the Dated Date hereinabove identified or from the most recent interest payment date to which interest has been paid at the Rate of Interest per annum hereinabove identified on February 1 and August 1 of each year, commencing on February 1, 1990, until said Principal Amount is paid, except as the provisions hereinafter set forth with respect to prepayment may be and become applicable hereto. -7- The principal of this Note is payable in lawful money of the United States of America upon presentation and surrender of this Note at the principal corporate trust office of First Wisconsin Trust Company, in Milwaukee, Wisconsin, as registrar and paying agent (the "Registrar"). Payment of each installment of interest hereon shall be made to the registered owner hereof who shall appear on the registration books oF the City maintained by the Registrar at the close of business on the fifteenth day of the calendar month next preceding the applicable interest payment date and shall be paid by check or draft of the Registrar mailed to such registered owner at his address as it appears on such registration books or at such other address as may be furnished in writing by such registered owner to the Registrar. 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 hereof. 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 issu- ance of this Note have been done, have existed, have happened and have been performed in due time, form and manner as required by the Constitution and statutes 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 th� 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 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 fac- simile signature of its City Manager and with the duly authorized 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. (facsimile signature) (facsimile signature) City Clerk City Manager [SEAL] CERTIFICATE OF AUTHENTICATION This Note is one of the Notes described in the within mentioned Resolution, and is one of the Taxable Promissory Notes, Series 1989, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: -8- FIRST WISCONSIN TRUST COMPANY, � as Note Registrar By Authorized Officer [Form of Note - Reverse Side] This Note is one of an authorized issue of Notes aggregating the principal amount of $410,000 (the "Notes") issued to pay the cost of the acquisition of land in and for an industrial park pursuant to and in all respects in compliance with Chapter 67, Wisconsin Statutes, and a resolution adopted by the City Council of the City on August 3, 1989. Note of the issue of which this Note is one are subject to prepayment at the option of the City as a whole, or in part (in integral multiples of $10,000, the specific Notes to be prepaid to be selected by the Registrar in such manner as it shall deem fair and appropriate) on August 1, 1993, and on any interest payment date thereafter, at a prepayment price of par plus accrued interest to the date fixed for prepayment. Notice of any such prepayment shall be sent by registered or certified mail, postage prepaid, not less than thirty (30) days prior to the date fixed for prepayment to the registered owner of each Note to be prepaid (in whole or in part) 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. 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 prepay- ment are on deposit at the place of payment at that time, and shall not be deemed to be outstanding. This Note is transferable by the registered owner hereof in person or by his attorney duly authorized in writing at the principal corporate trust office of the Regis- trar in Milwaukee, Wisconsin, 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 or Notes of the same maturity of authorized denomination or denominations, for a like aggregate principal amount will be issued to the transferee in exchange herefor. The Notes are issuable in fully registered form in denominations of $10,0U0 each and integral multiples thereof. This Note may be exchanged at the principal corpo- rate trust office of the Registrar for a like aggregate principal amount of Notes of the same maturity of other authorized denominations, upon the terms set forth in the author- izing resolution. The City and the Registrar may deem and treat the registered owner hereof 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 Registrar shall be affected by any notice to the contrary. -9- ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint , or its successor as Registrar, to transfer said Note on the books kept for registration thereof with full power of substi- tution 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: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Section 9. Sale of Notes. The sale of the Notes to First Wiscansin National Bank of Milwaukee and associates, at the price of $ 410,615.00 plus accrued interest to the date of delivery, is hereby confirmed. The City Treasurer of the City is hereby authorized to deliver the Notes to said purchasers upon payment of the purchase price. Section 10. Use of Proceeds. The principal proceeds of the Notes shall be deposited in a special fund and used solely for the purpose for which the Notes were authorized. The principal proceeds from the sale of the Notes shall be used only to pay the costs of public project aforesaid, and the Governing Body hereby covenants and agrees that said principal proceeds shall be devoted to and used with due diligence for such purposes. Section 11. Duties of Registrar. If requested by the Registrar, the City Manager of the City is hereby authorized to execute, and the City Clerk of the City is hereby authorized to attest, and said City Manager and City Clerk are hereby authorized to deliver, the Registrar's standard form of agreement between the City and the Regis- trar with respect to the obligations and duties of the Registrar hereunder, which shall include the following: (a) to act as Registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to give notice of prepayment of Notes as provided herein; (c) to cancel and destroy Notes which have been paid at maturity or upon earlier prepayment or submitted for exchange or transfer; (d) to furnish the City at least annually a certificate of destruction with respect to Notes cancelled and destroyed; and -10- ' . ' Res. #219 (e) to furnish the City at least annually an audit confirmation of Notes paid, Notes outstanding and payments made with respect to interest on the Notes. Section 12. Tax Levy. In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Notes and to pay and discharge the prin- cipal thereof at maturity, there is hereby levied upon all the taxable property in the City of Oshkosh a direct annual tax in amounts sufficient for that purpose, to-wit: Year Amount Year Amount 1989 $ 37,310.00 1994 $ 37,310.OU 1990 37,310.00 1995 37,310.00 1991 37,310.00 1996 37,310.00 1992 37,310.00 1997 37,310.00 1993 37,310.00 1998 447,310.00 In eaeh of said years from 1989 to 1998, inclusive, the direct annual tax above levied shall be extended upon the tax rolls of the City in the same manner and time as taxes for general City purposes, and when collected the proceeds of said taxes shall be deposited into the account of the debt service fund established in favor of the Notes, to be used solely for paying the principal of and interest on the Notes as long as any of the Notes remain outstanding. Section 13. Sufficiency. Interest or principal maturing at any time during the life of the Notes when there shall be insufficient funds on hand from the above tax levy to pay the same shall be paid promptly when due from the general fund of the City, and said fund shall be reimbursed in a like amount out of the proceeds of taxes hereby levied when the same shall have been collected. Section 14. Debt Service Fund. There has been established in the City Treasury a fund separate and distinet from all other funds of the City to be designated the "Debt Service Fund", which fund shall be used solely for the purpose of paying the principal of, premium, if any, and interest on municipal obligations issued pursuant to Chapter 67, Wiseonsin Statutes. There is hereby created, and there shall be deposited in, an account known as the "Series 1989 Taxable Promissory Note Account", to be held as a part of the Debt Service Fund, all premium, if any, and accrued interest paid on the Notes at the time the Notes are delivered to the purchasers thereof; all money raised by taxation pursuant to Section 12 hereof; and such other sums as may be necessary to pay interest on the Notes when the same shall become due and to retire the Notes at their respective maturity dates. Seetion 15. Advertisement. The action of the Director of Finance of the City with respect to publication of the notice of sale of the Notes is hereby in all re- spects ratified and confirmed. Section 16. Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforeeability or such section, paragraph or provision shall not affect any of the re- maining sections, paragraphs and provisions of this Resolution. Section 17. Other pocuments. The City Manager, the City Clerk, the City Treasurer, the City Finance Director and all other officers of the City are hereby authorized to execute all documents and certificates necessary in connection with the -11- ' Res. #219 authorization and delivery of the Notes, including without limitation an official State- ment describing the Notes and the City. Section 18. Conflicting Proceedings Superseded. All ordinances, resolutions or orders, or parts thereof, heretofore enacted, adopted or entered, in con- flict with the provisions of this Resolution, shall be and in the same are hereby superseded to the extent of such conflict, and this Resolution shall be in effect from and after its passage. Adopted August 3, 1989. Approved August �_, 1989. Recorded August 3 , 1989. �SEAL) �, Attest: ayor � ��?.�1 �� ^,�� ,� 2� . City Clerk -12- �. Res. #219 STATE OF WISCONSIN ) ) SS. COUNTY OF WINNEBAGO ) I, Donna C. Serwas, hereby certify that I am the duly qualified and acting City Clerk of the City of Oshkosh, Winnebago County, Wiseonsin, and as such official I further certify that attached hereto is a copy of excerpts from the minutes of the meet- ing of the City Council of said City held on August 3, 1989; 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 $410,000 aggregate principal amount of Taxable Pr�missory Notes, Series 1989, of said City, dated August 1, 1989. WITNESS my official signature and the seal of said City this 4th day of August, 1989. ; � � - .���� City Clerk �SEAL) SUBMITTED BY .rr..... ���������� ;.P�';?0'vED c� z � D � y o c -a m � --� cn -a v� � �-+ c � • �--� p tn O m z c+ < � p •• CD N .. 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