HomeMy WebLinkAbout34359 / 87-010 - .
• ' Res. # 10
The City Councit of the City oY Oshkosh, Winnebago County, Wisconsin,
met in regular, open, public session at its regulflr meeting plece on April 23, 1987, at
7:00 o'clock P.M., with [he following members present:
Killian G. Spanbauer, �on x. Kutchera, Kathleen M. Propp, Donald W. Pressley,
James A. Mather, Thomas S. Binner, Floyd R. Chaoin
and the Following members absent: none
r « • s
(Other Business)
Thereupan the following resolution was introduced by nather
and read in full, and, pursuant to motion made by nather
and seconded by Presslev , wfls
adopted by the following vote:
Aye: Span6auer, Propp, Pressley, Mather� Chapin
Nay: xutchzra
Absent or Not Voting: Binner SUBNITTED BY ---- �
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APPRO:':'�D — --
� RESOLUTION determining to borrow E250,000 and to issue
Promissary Notes, Series 1987-B, of the City of Oshkosh,
Winnebago County, Wisconsin, in such amount, providing
details, prescribing the torm oY note, awarding the notes to the
highest bidder, and levying ta�ces.
SYFiEREA3, cities are authorized by the provisions of Section 67.12(12),
Wisconsin Statutes, to issue promissory notes for projects undertaken for public purposes
and for general flnd current municipal erzpenses; and
WHEREAS cities, in the exercise of their public powers, ordinarily provide
tor the repair and improvement of public buildings and general and current municipel
expenses; and
WHEREA3, it is considered necessary and desirable by the City Council o[
the City of Oshkosh, Winnebego County, Wisconsin (the "City'9, that the City borrow the
aggregate principal amount of $250,000 for the public purposes aforesaid and that the
City issue its promissory notes to evidence the indebtedness thereby incurred; and
WHEREA3, the City has negotiated with First National Bank of Oshkosh,
Marine Hank of Oshkosh, N. A., M fc I Western State Bank and Va11ey Bank of Oshkosh, all
of Oshkosh, Wisconsin,. which have offered to purchase such promissory notes from the
City in the respective amounts at the prices sei forth herein, such promissary notes to
mature, bear interest and have the terms set forth hecein;
NOW, THEREFORE, He It Resolved by the City Council of the City oP
Oshkosh, Winnebago County, Wisconsin, as Pollows:
Section 1. Definitions. Por all purposes of this Resolution, except as
otherwise expressly provided herein or unless the context atherwise requires, the terms
defined in this Section 1 shall have the meanings set forth below, and shail include the
plural as well as the singular.
"City" shall mean the City oP Oshkosh, Winnebago County, Wisconsin.
"Governing Bady" shall mean the City Council oY the City.
"Note" or "Notes" shall mean one or more of the Promissory Notes, Series
1987-B, authorized to be issued by the terms of this Resolution.
"NOte Register" shall mean the books oP the City kept by the Registrar to
evidence the tegistration and transfet oF [he Notes.
"Registrar" shall mean the City Treasurer of the City.
"Resolution" shall mean this resolution as adopted by the Governing Body of
the City.
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Section 2. Authorization. The issuance of $250,000 aggregate principal
amount oF promissory notes is hereby authorized for the puepose oY providing funds in
such amaunt and For the purpose of repairing and improving public buildings and general
end current municipal expenses. The Notes shall be designated "Promissory Notes, Series
1987-8", shall be dated the date of their delivery� shall be in fully registered form, shall
be in denominations of 55,000 each and integral multiples of $500 in excess thereof (and
any single Nate may represent installments of principal maturing on more than one date),
shsll be numbered consecutively from one upward, shall mature serially on May 1 of each
oP the years 1995 to 1991, inclusive, in ihe amounts, as follows:
Principal
Year Amount
1995 $80,000
1996 80,000
1997 90,OOU
and shall bear interest at the rate of seven and one-half percent (7.50%) per annum.
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
heen peid or duly provided for, at the interest rate set out above, such interest
(computed upon the basis of a 360-day year of twelve 30-day months) being payable on
:1tay 1 and November 1 of each year, commencing on Ntay 1, 1988. Interest on each No[e
and the principal installments of any Note represen[ing installments of principal
maturing on more than one date (other than principal installments to be prepaid and the
final principal installment thereof) shall he peid by check or draYt 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 eaeh Note representing one maturity and principalinstallments to be prepaid
and the final principal installment of any Note representing installments of principal
maturing on more than one date shall be payable in Lawful money of the United States of
America upon presentation and surrender oP such Note at the principal office of the
Registrar in Oshkosh, Wisconsin.
Section 4. Ezecution. The Notes shall be exeeuted on behalf of the Ciiy
with the manual or facsimiLe signature of the City Manager of the City and with the
manual signature of the City Clerk of the City, and sealed with the official seal of the
City. In case any officer whose signature shalt 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 NoteS may be prepared in typewritten form.
Section 5. Registration of Notes; Persons 1Yeated as Owneis. The City
shall cause books (the "Nate Register") for the registration and for the transfer af the
Notes as provided in this Resolution to be kept at the principal office of the Registrar,
which is hereby eonstituted and appainted the registrar of the City with respect to the
Notes hecein authorized.
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Upon surrender for transter of any Note at the prinefpal ofYice ot the
Registrar duly endorsed by, or aceompanied by a written instrument or instruments of
trensfer in torm satisYactory to the Registrer duly executed by, the registered owner
thereof or his ettorney duly authorized in writing, the City shall execute and the
Registrar shall deliver in the neme oY the transferee or transferees a new fully registered
Note or Notes of the eame maturity (or outstanding maturities of principal installments)
oY authorized denomination or denominations, for a like eggregate outstanding principel
amount. The esecution by the City of any fully registered Note shall constitute full and
due authorization of such Note and the Registrar shall thereby De authorized ta deliver
such Nate; provided, however, thflt the outstanding principal amount of the outstanding
Notes delivered by the Registrar shell never exceed the authorized principal amount of
the Notes, less previous retirements. ,
The Registrar mfly, but shall not be required to, transYer any Note during
the period of Yifteen (15) days next preceding any interest payment date on such Note,
nor to trensYer any Note a[ter notice calling such Note Por prepayment hes been mailed
nor during the period of fifteen (15) days nezt preceding mailing of a notice of
prepayment oY any Notes.
The person in whose name any Note shall be registered shall be deemed end
regarded as the aWolute owner thereof for all purposes, and payment of the principal oF
or interest on any Note shell be made oNy to or upon the order of the registered owner
thereot or his legel representative. All such payments shall be velid and effectual to
satisfy end dischflrge the liab[ltty upon such Note to the extent ot the sum or sums so
pflid.
The Registrar shell never register any Note to bearer.
No service etiarge shall be made Por any transfer of Notes, but the City or
t�e Registrar may require payment oY a sum sufficient to cover any tas or ot�er
governmental charge that may be imposed in connection with any trans[er oP Notes,
except in the case oC the issuance of a Note or Notes Yor the unprepaid portion oY a Note
surrendered for prepayment.
3ection 6. Peepayment The Notes (and principel instnllments thereof)
shall be subject to prepayment at the option oi the City as a whole, or In part in inverse
order oC their maturity (less then all of the Notes, or principal installments thereof, of a
single maturity to be selected by the Hegistrer es hereinafter provided), on May 1, 1994,
flnd on eny interest pflyment date thereflYter� at a prepayment price of par plus acerued
interest ta the dete fissed tor prepayment.
The Notes shall be prepaid oNy in the principel amaunt of 55,000 each and
integral multiples of 5500 in excess thereof. For purposes ot any prepayment of less than
all of the outstanding Notes, or principal instflllments thereof, oY a single maturity, the
particular Notes or portions oY Notes to be prepaid shall be selected by the Registrar
Prom the outstanding Notes of the longest maturity then outstanding by such method as
the Registrar shall deem fair and appropriate, and which may provide for the selection
tor prepayment oY Notes or portions of Notes in principal amounts of $5,000 and integral
multiples of 5500 in excess thereof.
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8ection 7. Prepayment Procedure. Unless waived by any registered owner
ot Notes (or portions thereof) to be prepeid, notice of the call Yor any such prepayment
shall be given by the City by mailing the prepayment notice by registered or certiYied
mail, postage prepaid, not iess than thirty (30) days prior to the date Ciaed tor
prepayment to the registernd owner�of the Note or Notes to be prepaid et ihe address
shown on the Note Register ar at such other addreas es ia furnished in writing by such
registered owner to the RegisVer. Failure to give such notice by mailing to any owner of
any Note, or any de[ect therein, shall not aYYect the validity of any proceedings Por the
prepeyment ot any other Notes.
All natices of prepayment shall state:
(1) the date fixed for prepayment,
(2) the prepayment price,
(3) iY less than ell outstanding Notes (or principel installments thereof) are
to be prepetd, the identiYication (and, in the cese oP partial prepayment, the
respective principel amounta) ot the Notes to be prepaid,
(4) that on the date Yixed Yor prepayment the prepayment price will become
due and payable upon each such Note or portion thereof celled 4or prepeyment,
and that interest therean shall ceese to accrue [rom and after said date, and
(5) the place where such Notes are to be surrendered Yor payment of the
prepayment price, which place of payment shall be the principal office of the
Registrar.
Yrior to any prepayment dete, the City shell deposit with the Registrar an
amount of money sufficient to pay the prepayment price of all the Notes or portions oY
Notes which ere to be prepeid on that date.
Notice of prepayment having been given as aforesaid, the Notes or portions
of Notes so to be prepaid shall, an the date Yixed for prepayment, become due and
payflble at the prepayment price t�erein specified, and from and aYter such date (unless
the City shell dePault in the payment of the prepayment price) such Notes or portions of
Notes shall ceese to beer interest. Upon surrender of such Notes far prepayment in
accordance with said notice� such Notes shall be paid by t�e Registrar at the prepayment
price. Instflllments af interest due on or prior to the date fixed tor prepayment shall be
payable as herein provided for the payment of interest. Upon surrender for any pertifll
prepayment of any Note, there shall be prepared Yor the registered owner a new Note or
Notes of the same maturity (or maturlties) in the amount of the unpaid principel (or
principal instflllments) thereoY. All Notes which have been prepaid shall be cancelled and
destroyed by the Registrar end shall not be reissued.
3ectton 8. Porm of Notes. The Notes, the certificate of authentication to
be endorsed thereon and the form oY assignment to be endorsed thereon are all to be in
substantielly the following Yorms with necessary and appropriate variations, omissions
and insertions as permitted or required by this Resolution:
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(Form of Note)
Onited Ststea ot America
State o[ Wisconsin
Coimtyof Winnebego
City ot Qehkosh
Promi�eorg Note, 3eries 1987-B
Na. $
BNOW ALL NEN BY THESE PHESENT3: That the City of Oshkosh in the
County ot Winnebago, 7Visconsin (the "City"), hereby acknowledges itselY to owe and for
value received promises to pay to , or
registered assigns as hereinefter provided, Dollars
(S ), maturing as to principal in the amount or amounts on May 1 of the year or
yesrs, as follows:
Principal
� Year Amount
f
and to pay interest (computed on the basis of a 360-day year af twelve 30-day months) on
the outstending principel amount hereoY from the dated date hereof or from the most
recent interest payment date to which 3nterest has been paid at the rate of seven and
one-helf percent (7.50%) per annum on May 1 end November 1 of each year, commencing
on May 1, 1988, until said p�incipel amount is paid, except es the provisions hereinaYter
set forth with respect to prepayment may be and become applicable hereto.
1Te principal of this Note upon final maturity or prepeyment is payable in
lflwYul money of the United States o[ America upon presentation and surrender of this
Note at the principel office of the City 1'reesurer oY the City, in Oshkosh, Wisconsin, as
registrar end paying egent (the "Registrer'�. Payment oY each installment of interest
hereon and each installment oC principal other than principal installments to be prepaid
end the Clnal principal installment hereof shell be made to the registered owner hereof
who shall appear on the regisVation books ot the City maintained by the Registrar at the
close of busineea on the YiYteenth day of the calendar month next preeeding the
appltcable interest payment dete and shall be paid by check or draft oP the Registrar
mailed to such registered owner et his address es it appears on such registration books or
at such other address es may be [urnished in writing by such registered owner to the
Registrar. �
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�
T61a Note is one oY an authorized issue of Notes aggregating the principel
amount oY 5250,000 (the "NOtes'� iasued to pay the cost oY providing public building
repeir and improvement and generfll and current municipal expenses, pursuant to and in
all respects in complience with Chapter 67, Wisconsin 9tatutes, end a resolution adopted
by the City Council of the C3ty on April 23, 1987.
Notes ot the issue o[ which this Note is one (and the principal instellments
thereof) are subject to prepayment et the option of the City es a whole, or in pert in
inverse order oY their maturity (in principal amounts of 55,000 and integral multiples ot
f500 in eacess thereot, less than all the Notes, and principal installments thereot, ot a
single maturity to be aelected by the Registrar in sueh manner es it shflll deem Yair and
appropriate) on May 1, 1994, end on any interest payment dete thereafter, at a
prepayment price of par plus accrued interest to the date fixed for peepayment.
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 prepeid (in whole or in pert) et the address
shown on the registratian books oY the City maintained by the Registrer or at such other
address as is Yurnished 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 ceese to beer interest on the specified prepayment dete, provided funds for prepay-
ment are on deposit at the place of payment at tRat time, and shall not be deemed to be
outstanding.
The Notes are issuable in fully registered form in denominations of 55,000
each and integral multiples ot 5500 in eacess thereof. This Note is transferable by the
registered owner hereoY in person or by his attorney duly authoriaed in writing at the
principal office of the Registrar in Oshkosh, Wisconsin, but only in the manner, subject to
the limitations end upon peyment o[ the charges provided in the authorizing resolution,
and upon surrender and cancellation oY this Note. Upon such trensfer a new Note or
Notes oY the same maturity (or maturities) oY authorized denomination or denominations,
Yor a like aggregate principal amount will be issued to the transferee or transferees in
exchange herefor.
The City and the Registrer may deem and treat the registered owner
hereof as the absolute owner hereof for the pw-�ose of receiving pflyment oY or on
aceount of principal hereof and interest due hereon and for all other purposes and neither
the City nor the Registrar shall be atYected by any notice to the contrary.
It is hereby certified, reclted and declared that al1 acts, conditlons and
things required to be done, exist, happen and be performed precedent to and in the isvu-
ance ot thia Note have been done, have ex3sted, have happened and have been performed
in due time, Yorm and manner es required by the Constitution and statutes of the State of
Wisconsin, that this Note, together with all other indebtedness oP the City, does not
exceed any limitation prescribed by law, and that the City has levied a direct annual
irrepealable tex sufficieni to pay the interest hereon when it falls due and also to pay
and discharge the principal hereoP at maturity.
'q'
The full tatth, creAit and resources oY the City are hereby pledged for the
payment of the principal of end interest on this Note and the issue oY which it ia a part es
the same reapectively become due and for t�e levy and collection of sufficient taxes for
that purpose.
IN W1TNS38 NHE$EOP the City oC Oshkosh, Winnebego County, W3sconsln,
by ita C3Ty Council, hes caused this Note to be executed with the duly authorized manuel
or Yacsimile signeture ot its City Manager and with the duly authorized manual signature
of its C[ty Clerk and its officifli seal to be lmpressed �ereon, as oP the _ day of May,
1987.
City Clerk City Manager
[SEAL]
ASSIGNMENT
FOR VALUE RECEIVED, the understgned sells, assigns and transfers unta
� (Name and Address of Assignee)
the within Note and does hereby irrevocably constitute and appoint
, or its successor as Registrer, to
transYer seid Note on the books kept Yor registrat[on thereof with full power oP substi-
tution in the premises.
Dated:
NOTICE: The aignature to this Assignment must correspond with the name o4 the
registered owner es it appeezs upon the face of the within Note in every
perticuler, without alteration or enlargement or any change whatever.
Signature guaranteed:
NOTICE: Signature(s) must be gueranteed by a member firm o[ the New York Stock
Exchange or a commerciel bank or trust company.
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Section 9. 3ele ot Notes. The sale oY the Notes to the purchasen in the
respective principel amounts, es set forth belaw, at t�e price of par, is hereby confirmed:
Principal
Purchaser Amount Maturity
- Fint Wisconsin National 562,500 Pro Rata
Bank oY Oshkosh
Marine Bank of Oshkosh, 62,500 Pro Rata
N. A.
M & I Western State Bank 62,500 Pro Rata
Valley Bank of Oshkosh 62,500 Pro Rata
The City Treasurer of the City is hereby authorized to deliver the Notes to said
purehasers in said respective principal amounts upon payment of the respective purchase
prices.
Section 10. IIse of Proceeds; 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 autharized. The principal proceeds from the sale
oY [he Notes shall be used only to pay the costs of che public projects and purposes
aforesaid, and the Governing Body hereby covenants and agrees that said principal
proceeds shall be devoted to and used with due diligence foc such purposes.
The Governing Body of the City Yurther recognizes that the Internal
Revenue Code of 1986 requires the Notes to be issued and to remain in tully registered
form. 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.
Section 11. Duties of Aegis4ar. The Registrar shall have the following
duties and obligations:
(a) to act as Registrar, paying agent and transfer agent as provided herein;
(b) to give notice of prepayment of Notes as provided herein; and
(c) to cancel and destroy Notes whieh have been paid at maturity or upon
earlier prepayment or submitted for transfer.
Section 12. Taa Levy. [n order to provide for the collection of a direct
annual tax sufFicient to pay the interest on the Notes and to pey 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:
'g_
�
Year Amount Year Amount
1987 528,125 1992 $18,750
1988 18,750 1993 18,750
1989 18�750 1994 95�750
199� 18,750 1995 69,750
1991 18�750 1996 93,345
In each af said years from 1987 to 1996, inclusive, the direct annual tax
above levied shall be extended upon the tax rolls ot the City in the same manner and
fime as tflxes for general City purposes, and when collected the proceeds oF said taees
s�all De deposited into the account oF the debt service fund estahlished in favor of the
Notes, to be used solely for paying the principal of and interest on the Notes as long es
any of the Notes remain outstanding.
Section 13. Sufficieney. Interest or principal maturing at any time during
the life of the Notes when there shall be insufficient [unds on hand from the above tax
levy to pay the same shall be paid promptly when due from the general Cund oY 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 hes been established in the City
Treasury a fund separate and distinci 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
Chflpter 67, Wisconsin Statutes. There is hereby crea[ed, and there shall be deposited in,
an account known as the "Series 1987-8 Promissory Note Account", to be hetd es a part
of the Debt Service Fund, 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.
3ection 15. Severability. If any section, paragraph or provision of this
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceabitity or such section, paragraph or provision shall not affect any of the
remaining sections, paragraphs and provisions of this Resolution.
Section 16. Other pocuments. The City Manageq the City Clerk, the City
Treasurer, the City Finence Director and all other officers of the City are hereby
authorized to execute all documents and certifieates necessary in cannection with the
au[horization and delivery of [he Notes.
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� '
9eeHon 17. Conflleti�g Proceedi�s 3uperseded. All ordinances,
. resolut7ons ar oMen, or parta thereoY, heretofore enacted, adopted or entered, in
conflict with the provislons o[ thia Resolution, shall be and the same ere hereby
superseded to the eztent of auch eonflict, and this Resolution shall be in e[feet from and
eYter its passage.
Adopted Apr21 23, 1987.
Approved Aprll ,�, 1987.
Reeoeded April ;�, 1991.
(SEAL)
�� �. ��
A[.est: Mayor
�M/J/ � eC1L�/l�,!}/Ja/
City Cle k
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. ,, , ,•
STATE OF P'ISCONSIN )
) 33.
COUNTY OP WINNEHAGO)
I, Donna C. 3erwes, hereby certify that I am the duly quelifled and acting
City Clerk oY the City of Oshkosh, Winnebego County, Wisconsin, end as such oYYiciel I
further certify thet attached hereto is a copy oY excerpts from the minutes oY the
meeting of the City Council oY said City held on April 23, 1987; that I have compared
seid copy with the original minute record af said meeting in my o[Yicial custody; and that
saiA copy 1s a trve, correct and complete transcript Yrom said original minute record
InsoPer es said original record relates to the 5250,000 flggregate principel amount of
Promissory Notes, Series 1987-8, of said City.
WITNESS my officiel signature and the seal of said City this,�day of
April, 198T.
7�Yt�1,1:1f// C�. �//.°l�
Cit}� Clerk
(SEAL)
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