Loading...
HomeMy WebLinkAbout35182 / 89-436 , Res. k436 The City Council of the City of Oshkosh, Winnebago County, Wisconsin, met in special open, public session at its regWar meeting place on December 21, 1988, at 12:00 Noon o'dock P.M.� with the following members presenh Floyd R. Chapin, Robert C. Jungwirth, Don H. Kutchera, �Kathleen M. Propp, Donald W. Pressley and Thomas J. Binner and the following members absent: James A. Mather + . * s (Other Business) The City Clerk stated that one purpose oF the meeting was the consideration of proposals received for the purchase oF $4,000,000 aggregate principal amount oF Promissory Notes, Series 1988-B� of the City of Oshkosh, pursuant to sealed bids solicited by the Director of Finance. Thereupon the following resolution was introduced by Chapin and read in full, flnd, pursuant to motion made by ChaDin and seconded by Kit[h2ra was adopted by the following vote: Aye: Chapin, Jungwirth, Kutchera, Propp, Pressley, 8inner Nay: None Absent or Not Voting: None RESOLOTION determining to borrow $4,000,000 and to issue Promissory Notes, Series 1968-B, 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 public purposes including, without limitation, general municipal expenses; 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 principal amount of $4,000,000 for the public purpose aforesaid and that the City issce its promissory notes to evidence the indebtedness thereby incurred; and WHEREAS, pursuant to solicitation by the Director of Finance, bids were received for the purchase of such promissory notes in said aggregate principa] amount until 11:00 A.M., C.S.T., on December 21, 1988, which bids are as follows: Name of Bidder Net Interest Rate % Bank One, Milwaukee, NA, $290,000.00 6.96 Milwaukee, [iI First Wisconsin National Bank, 295,786.67 7.08 Milwaukee, WI Firs[ Bank (NA) , Milwaukee, WI 296,622.22 7.10 Aorthern 'Prust Co. , Chicago, IL 308,333.33 7.40 ; and WHEREAS, the bid o£ Bank One, Milwaukee, NA of Milwaukee Wisconsin , and associates at a price of $ 4,000,000.00 plus flecrued interest to the date o[ delivery, was the best bid submitted, which bid is as follows: _Z_ CITY OF OSHKOSH (12/19/88) PROPOSAL FORM SHORT-TERM BORROWING December 21, 1988 PROPOSAL: We offer to purchase the $4, 000, 000 of Promissory Notes, Series 1988-B, of the City of Oshkosh, Wisconsin, due January 15, 1990. (The ^NOtes) . The Notes shall be in fully registered form in denominations of $1, 000, 000 or even multiples thereof, and will be dated the date of their delivery, not later than December 30, 1988 . The Notes shall be subject to prepayment at the option of the City on December 1, 1989, with a minimum of ten days notice. Closing will take place on or before December 30, 1988, at Oshkosh, Wisconsin; Milwaukee, Wisconsin; or Chicaqo, Illinois, at the option of the purchaser. � She Notes shall bear interest at the rate of �. 9� $ per annum based on a 360 day year. The total interest to be paid at maturity is $ � 9�, �OU. 00 RANK ONE M WAUKEE� NA-BANK ONE,OSFMOSH � NA (BAN /.����'�- (Signa ure of auth rized bank officer) Date: ,;��!c, d ���%�� Title: Assistant Vice President Accepted by• CITY �' OSHKOSH By: ����� �� WiTliam D. Frue�itny Manager Attested: /�;-C P�1�F�! �� . ,���,''J,( �'yL.�;/� onna C. Serwas, City Clerk NOW, THEREFORE, Be It Resolved by the CiTy Council o£ the City of Oshkosh, Winnebago County, Wisconsin, as follows: Section 1. Definitions. For all purposes of this Resolution, except as oiherwise espressly provided herein or uNess 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 Counci] of tbe City. "Note" or "Notes" shall mean one or more of the Promissory Notes, Series 1988-B, authorized to be issued by the terms of this Resolution. "Note Register" shall mean the books of the City kept by the Registrar to evidence the registration and transfer of the Notes. "Registrar" shall mean the City Treasurer, unless a corporate registrar, or a successor, is designated as Registrar hereunder. "Resolution" shall mean this resolution as adopted by the Governing Body of the City. Section 2. Authorization. This Governing Body hereby determines that it is desirable to provide now for anticipated deficits in funds to be used for general municipal expenses during the year 1989. The issuance of $4,000,000 aggregate principal amount of promissory notes is hereby authorized for the purpose of currently funding anticipated deficits. The Notes shall be designated "Promissory Notes, Series 1988-B," shall be dated the date of their delivery to the purchaser 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 $1,000�000 each and integral multiples thereof, shall be numbered consecutively from one upward, shall mature danuary 15, 1990 and shall bear interest at the rate of six and 96/100 percent ( )% per annum. (6.96) Seetion 3. Interest� Payment Provisions. The Notes sha:l bear interest from their date at the interest rate set out above, such ioterest (computed upon the basis of a 360-day year of twelve 30-day months) being payable at maturity or prepayment, upon presentation of the Note to the Registrar, and the principal of and in[erest on each Note shall be paid by check or draFt of the Registrar or, upon request of any holder, by wire transfer of same day funds, to the person in whose name such Note is registered. Each Note shall be payable upon presentation and surrender of such Note at the office of the Registrar in Oshkosh, Wisconsin, or if a corporate Registrar is subsequently appointed, at the office of such Registrar. Section 4. Execution; Authentication. The Notes shall be executed on behalf with the facsimile signature of the City Manager and with the facsimile signature of the City Clerk, 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, soch signature shall nevertheless be valid and sufficient for all purposes, the same as if such ofFicer had remained in office until delivery. _q_ All Notes shall have thereon a certificate oF authentication substantially in the form hereinafter set forth duly executed by the Registrar as au[henticating 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 esecuted by the Registrar by manual signature, and such certificate of authentication upon any such Note shall be conclusive 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 executed by the Registrar if signed by an authorized officer of any corporate Registrar, if appointed, but it shall not be necessary that the same officer sign the certificate of anthentication on all of the Notes issued hereunder. Section 5. Registration of Notes� Persons 1Yeated es Owners. The Governing Body hereby appoints the City Treasurer es Note Registrar� reserving the right to appoint a bank or trust company as a successor, if deemed desirable. The City shall cause books (the "Note Register"j for the registration and for the transfer of the Notes as provided in this Resolution to be kept at the office of the Registrar. Upon surrender for transfer of any Note at the 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£eree or transferees a new fully registered Note or Notes of the same maturity of authorized denomination or denominations, for a like aggrega[e 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 execation by the City of any fWly 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 authorized principal amount of the Notes, less previous retirements. The Registrar may, but shall not be required tq 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 prepayment has been mailed nor during the period of fifteen (15) days next preceding mailing oF a notice of prepayment of any Notes. The person in whose name any Note shffi1 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 inierest on an}' Note shall be made oNy to or upon the order of the registered owner thereof or his legal representative. All such payments shall 6e valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. The Registrar shall never register any Note to bearer. 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 -5- 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 on December 1, 1989, at a prepayment price of par plus accrued interest to the date fixed for prepayment. At least Fifteen QS) days prior to the date fixed for prepayment (unless a shorter notice shall be satisfaetory to the Registrar), the City shall notify the Registrar oF such date fixed for prepayment of the Notes. Seetion 7. Prepeyment Procedure. Unless waived by any registered owner of a Note to be prepaid, notice of the call for any such prepeyment 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 then ten (10) 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 ]ess than all outstanding Notes are to be prepaid, the identification, including CUSIP numbers, of the Nates to be prepaid, (4) that on the date fixed For prepayment the prepayment price will bemme due and payable upon each such Note 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 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 da[e. 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 payable at the prepayment price therein specified, and from and after such date (unless the City shall default in the payment o£ 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. All Notes which have been prepaid shall be cancelled and destroyed by the Registrar and shall not be reissued. Seetion S. 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 appropria[e variations, omissions and insertions as permitted or required by this ResoWtiom 6- (Form of Note) United States of America State of Wisconsin County of Winnebago City of Oshkosh Promissory Note, Series 1988-B See Reverse Side For Additional Provisions No. Rate of Interest Maturity Date Dated Date Cusip Number January 15, 1990 December _, 1988 Registered Owner: Principal Amount: HNOW ALL MEN BY THESE PRESENTS That the City of Oshkosh in the County of Winnebago, Wisconsin (the "City"), hereby acknowledges 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 at the Rate of [nterest per annum hereinabove identified at the time said Principal Amount is paid, at maturity or upon prepayment. The principal oF this Note is payable in lawful money of the United States of America upon presentation and surrender of this No[e at the office of the City Treasurer, City Hall, Room 106, 215 Churoh Avenue, Oshkosh, Wisconsin, 54901 as registrar and paying agent (the "Registrar"). Payment of principal hereof and interest hereon shall be made [o 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 and, apon request of the registered owner, by wire transfer of same day £unds. Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, and such furthe^ 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 aod be performed precedent to and in the issu- _7_ 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 o£ Wisconsin, that this Note, together with all other indebtedness of [he 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 o£ [he principa] of and interest on this No[e and the issue of which it is a part as the same respectively become due and for the levy and collectio� 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 far simile signature of its City Manager and with the duly authorized facsimile signature of its City Clerk and its officia] seal or a facsimile thereof to be impressed or reproduced hereon, as of the Dated Date hereinabove identified. (facsimile signature) (facsimile signat�re) 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 Promissory Notes, Series 1988-B, oF the City of Oshkosh� Winnebago County, Wisconsin. Date of Authentication: Treasurer, City of Oshkosh, Wisconsin, as Note Registrar g [Form of Note - Reverse Side] This Note is one of an authorized issue oF Notes aggrega[ing the principal amount of $4,000,000 (the "Notes") issued to pay the cost of municipal expenses, 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 December 21, 1988. Notes of the issue of which this Note is one are subject to prepayment at the option of the City as a whole on December I, 1989 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 ten (10) days prior to the date fixed for prepayment to the registered owner of each Note to be prepaid 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 speci£ied prepayment date, provided funds for prepayment 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 office of the Registrar in Oshkosh, 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 issuabie in fWly registered form in denominations of $1,000,000 each and integral multiples thereof. This Note may be exchanged at the office o£ 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 authorizing resolution. The City end 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 a�d interest due hereon and for all other purposes and neither the City nor the Registrar shal] be affected by any notice to the contrary. g ASSIGNMENT FOR VALOE RECENED, 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 flny 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 Bank One, Milwauke�_NA. and associates, at the price of $4,000,000 plus accrued interest to the date of delivery, is hereby con£irmed. The 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; No Arbitrage; Notes to Remain in Registered Form. 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 and the Governing Body hereby ewenants and agrees that said principal proceeds shali be devoted to and used with due diligence for such purposes. The Governing Body of the City recognizes that the purchasers and owners of the Notes will have accepted them on, and paid therefor a price which reflects, the understanding that interest thereon is exempt from Federal income taxation under laws in force at the time the Notes shall have been delivered. In this connection, the City Council agrees that it shall take no action which may render the interest on any of the Notes s-ubject to Federal income tasation and that the principaL proceeds of the sale of the Notes shall be devoted m and used with due diligence for the purpose for which the Notes are here6y authorized to be issued. The City Manager, the City Clerk, the City Finance Director and the CiTy Treasurer of the City, or any of them, are hereby authorized to execute on behalf of the City a Certificate and Agreement With Respect to Tax Exemption to assure the purchasers and owners of the Notes that the proceeds of the Notes are not expected to be used in a manner which woWd or might result in the Notes being "arbitrage bonds" ' ur,der Section 148 of the Internal Revenue Code of 1986 or the regulations of the United States Treasury Department currently in effect or proposed. Such Certificate and -10- Agreement With Hespect to Tax Exemption shall constitute a representation, certifi- cation and covenant of the City and shall be incorporated herein by reFerence, and no investment of Note proceeds or of moneys accumulated to pay the Notes herein authorized shall be made in violation of the expectations prescribed by said Certificate and Agreement With Respect to Tas Exemption. The Governing Body hereby directs the City Treasurer to create a trust fund into which there shall be deposited any monies which must be rebated to the Onited States by reason of investment of the proceeds of the Notes. The Governing Body of the City further recognizes that Section 149(a) of the Code requires the Notes to be issued and to remain in fully registered form in order that interest thereon is exempt from Federal income taxation under laws in force at the time the Notes are delivered. In this connection, the City agrees that it will not take any action to permit the Notes to be issued in, or converted into, bearer or coupon form. Seetion 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 Registrar 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; (D) 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 flnnually a certificate of destruction with respect to Notes cancelled and destroyed; and (e) to Furnish the City at least annually an audit confirmation of Notes paid, Notes outs[anding and payments made with respect to interest on the Notes. SecSion 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 in the year 1989 a direct annual taz in amounts sufficient For that purpose, to-wit: $4 290 000.00 ' The direct annual tas 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. -11- Section 13. Sufficiency. Interest or principal maturing at any time during the ]ife of the Notes when there shall be insufficient funds on hand £rom 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. Seetion 14. Uebt 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 payi�g the principal oF, premium, if any, and interest on municipal obligations issued pursuant to Chapter 67, �Visconsin Statutes. There is hereby created, and there shall be deposited in, an account known as the "Series 1988-B Promissory Note AccounY', 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 thereo£; al! money raised by taxaYion 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. Section 15. Solicitation. The action of the Director of Finance of the City with respect to solicitation of bids for the purchase of the Notes is hereby in all respects 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 unenforceability or such section, peragraph or provision shall not affect any of the remaining 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 o£ the City are hereby authorized to execute all documents and certiFicates necessary in connection with the authorization and delivery of the Notes, including without limitation an officia] Statement describing the Notes and the City. 12 3ection 18. Conflicting Proceedings Superseded. All ortlinances, resolutions or orders, or parts thereof, heretoFore enacted, adopted or entered, in conflict with the provisions of this ResoWtion, shal] 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 December 21, 1988. Approved December �, 1988. Recorded December z� , 1988. (SEAL) � _— /��tt'^..-n°� ��z-n��. Attest: '�u��r� 7 J/ � � I /i , i�n�.� City CLerk -13- STATE OF WISCONSIN ) ) SS. COUNTY OF WINNEBAGO ) [, Donna C. Serwas, hereby certify that I am the duly qualified and acting City Clerk of the City of Oshkosh, Winnebago County, Wiswnsin, 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 21, 1988; 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 $4,000,000 aggregate principal amount of Promissory Notes, Series 1988-B, of said City. WITNESS my ofFicial signature and the seal of said City this p�st day � of December, 1988. -_t�y��������/ City Clerk (SEAL) n 3 0 � � J� A � � h O N A r lD lD Z • .- o � in o mz Q - - a O (D A .. � w es. � m i= rn N S • - aa �.o omoo - � � (A N 'O .y ip a O p �O O �O� CO OJ O �� W I 4V W N � �a S � �n � l..� !"' in M o N �