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HomeMy WebLinkAbout32685 / 83-09� .� `� The City council of the City of Oshkosh, Winnebago County, Wisconsin, met in regular, open, public session at its regular meeting place on December 15, 1983, at o'clock .M., with the following members present: and the following members absent: * * * * (Other business) The Clerk stated that one purpose of the meeting was the consideration of a proposal received for the purchase of $1,850,000 Refunding Promissory Notes, Series 1984 and $3,250,00 Promissory Notes, Series 1984 of the City of Oshkosh pursuant to negotiations with Mi11=r & Schroeder Municipals, Inc. � ti by Thereupon the following resolution was introduced and was read in full, and pursuant to motion made by and seconded by adopted by the following vote: Aye: Nay: RESOLUTION determining to borrow $1,850,000 and to issue to the lender Refunding Promissory Notes, Series 1984, of the City of Oshkosh, Wisconsin, in such amount, providing details, prescribing the form of note, awarding the notes to the highest bidder, and levying taxes. was WHEREAS, the City of Oshkosh, Winnebago County, Wisconsin (the "City") has heretofore, by resolution duly adopted on April 15, 1982, issued its Promissory Notes, Series 1982 in the aggregate principal amount of $2,735,000 (the "Outstanding Notes") dated May 1, 1982, pursuant to the provisions of Section 67.12(12), Wisconsin Statutes; and WHEREAS, cities are authorized by the provisions of Section 67.12(12), Wisconsin Statutes to issue refunding notes for the purpose of refunding outstanding promissory notes which are subject to prepayment; and 3eZ � , WHEREAS, the Outstanding Notes are subject to prepayment in whole, or in part in order of their maturity on May 1, 1983 and on any interest payment date thereafter; and WHEREAS, by resolution adopted on Apzil 21, 1983, the City authorized the issuance of $800,000 Refunding Promissory Notes, Series 1983, the proceeds of which were used for the purpose of refunding $800,000 principal amount of the Outstanding Notes maturing on May 1, 1984. WHEREAS, it is considered necessary and desirable by the City Co�ncil of the City, that the City borrow $1,850,000 for the purpose of providing funds for the purpose of refunding on May 1, 1984, $1,850,000 aggregate principal amount of the Outstanding Notes maturing May 1, 1984 to and including May 1, 1992, and that the City issue to the lender its- refunding promissory notes to evidence the indebtedness thereby incurred; and WHEREAS, the City will use other moneys available for the purpose of paying when due $85,000 aggregate principal amount of the Outstanding Notes maturing May 1, 1984. WHEREAS, it has been determined to borrow said money from Miller & Schroeder Municipals, Inc., of Minneapolis, Minnesota, and associates; 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 shall have the meanings set forth below, and shall include the plural as well as the singular. "Note" or "Notes" shall mean one or more of the Refunding Promissory Notes, Series 1984 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 First National Bank of Chicago, in Chicago, Illinois, or a successor designated as Registrar hereunder. "City" shall mean the City County, Wisconsin. -3- of Oshkosh, Winnebago � i "Governing Body" shall mean the City Council of the City. "Resolution" shall mean this resolution as adopted by the Governing Body of the City. "Statute" shall mean Chapter 67 of the Wisconsin Statutes, as amended and supplemented. Section 2. Authorization. The Notes are hereby authorized for the purpose of providing funds to refund on May 1, 1984 the Outstanding Notes in the aggregate principal amount of $1,850,000 and shall be sold and issued in the principal amount of $1,850,000 pursuant to the provisions of the Statute. The Notes shall be designated "Refunding Promissory Notes, Series 1984," shall be dated January 1, 1984, 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 $5,000 each and integral multiples thereof (but no single Note shall represent installments of principal maturing on more than one date), shall be numbered 1 and upward, shall mature serially on January 1 of each of the years 1988 to 1992, inclusive, in the amounts and shall bear interest at the rates per annum, as follows: Interest Year Amount Rate Year 1988 $200,000 "!.%,5 1989 200,000 �.�` 1990 350,000 '���� �s 1991 1992 Amount $ 350,000 750,000 Interest Rate � L, b ?S %�� 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 rates set out above, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on the first days of January and July of each year, commencing on July 1, 1984. 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 15th day of the calendar month next preceding the 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 Chicago, Illinois. Section 4. Execution; Authentication. The Notes shall be executed on behalf of the City with the facsimile signature of the City Manager and with the facsimile signature of the City QC � � Clerk, and sealed with the corporate 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. All Notes shall have thereon a certificate of authenti- cation substantially in the form hereinafter set forth duly exe- cuted by the Registrar as authenticating agent of the City and showing the date of authentication. 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 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 ex.ecuted 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. Section 5. Registration 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 appointed 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 or his attorney duly authorized in writing, the City shall execute and the Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same maturity of authorized 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. The Registrar shall not be required to transfer or exchange any Note during the period of fifteen 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 days next preceding mailing of a notice of prepayment of any Notes. -5- � 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 ex- change 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 unprepaid portion of a Note surrendered for prepayment. Section 6. Prepayment. Notes maturing on and after January 1, 1988 shall be subject to prepayment prior to maturity at the option of the City as a whole, or in part in inverse order of their maturity (less than all of the Notes of a single maturity to be selected by the Registrar), on July 1, 1987 and on any interest payment date thereafter, at the prepayment price of par plus accrued interest to the date fixed for prepayment, plus the following premium expressed as a precentage of par. Redemption Date July 1, 1987 - July 1, 1989, inclusive January 1, 1990 - July 1, 1991, inclusive Premium 1 b 1/2$ The Notes shall be prepaid only in the principal amount of $5000 each and integral multiples thereof. The City shall, at least 45 days prior to the prepayment date (unless a shorter notice shall be satisfactocy to the Registrar) notify the Regis- trar of such prepayment date and of the principal amount of Notes to be prepaid. 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 not more than 60 days prior to the prepayment date by the Registrar from 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 for prepay- ment of Notes or portions of Notes in principal amounts of $5000 and integral multiples thereof. The Registrar shall promptly 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. � t Section 7. Prepayment Procedure. Unless waived by any holder of Notes 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 at least thirty days and not more than sixty 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. All notices of prepayment shall state: (1) the prepayment date, (2) the prepayment price, (3) if less than all outstanding Notes are to be prepaid, the identification (and, in the case of partial prepayment, the respective principal amounts) of the Notes to be prepaid, (4) that on the prepayment date 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 pre- payment 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 prepayment date, 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 Notes or portions of Notes shall cease to bear interest. Opon surrender of such Notes for prepayment in accordance with said notice, such Notes shall be paid by the Registrar at the prepay- ment price. Installments of interest due on or prior to the prepayment date 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 princi- pal. All Notes which have been prepaid shall be cancelled and destroyed by the Registrar and shall not be reissued. -7- Section 8. Form of Notes. The Notes, the certificate of authentication to be endorsed thereon and the form of assign- ment 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 City of Oshkosh Refunding Promissory Note, Series 1984 Rate of Interest Maturity Date Registered Owner Principal Amount January 1, 19 KNOW 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 registered 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 date of this Note or from the most recent interest payment date to which interest has been paid at the Rate of Interest oer annum hereinabove set forth on January 1 and July 1 of each year, commencing 1, 19 , until said principal sum is paid, except as the provisions hereinafter set forth with respect to prepayment may be and become applicable hereto. 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 The First National Bank of Chicago, in Chicago, Illinois, as registrar and paying agent (the "Registrar"). Payment of each installment of interest shall be made to the registered owner hereof who shall C'-iL , appear on the registration books of the City maintained by the Registrar at the close of business on the 15th day of the calendar month next preceding the 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. Zt is hereby certified, recited and declared that a11 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 constitu- tion 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 said 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 prin- cipal 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 suffi- cient 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 facsimile 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 first day of , 198 . (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 Promissory Notes, Series 1984 of the City of Oshkosh, Wisconsin. Date of Authentication: The First National Bank of Chicago, as Note Registrar By Authorized Officer [FOrm of Note - Reverse Side] This Note is one of an authorized issue of Notes aggre- gating the principal amount of $1,850,000 (the "Notes") issued for the purpose of refunding $1,850,000 Prc+missory Notes, Series 1982 of the City of Oshkosh maturing May 1, 1984 to May 1, 1992, pursuant to and in all respects in compliance with Chapter 67 of the Wisconsin Statutes and a resolution adopted by the City Council of said City on December 15, 1983. Notes of the issue of which this Note is one maturing on and after January 1, 1988 are subject to prepayment at the option of the City as a whole, or in part in inverse order of their maturity (in integral multiples of $5,000, less than all the Notes of a single maturity to be selected by the Registrar in such manner as it shall deem fair and appropriate) on July 1, 1987 and on any interest payment date thereafter, at the prepayment price of par plus accrued interest to the date fixed for prepayment plus the following premium, expressed as a percentage of par: -10- , , Redemption Date Premium July 1, 1987 - July 1, 1989, inclusive 1� January 1, 1990 - July 1, 1991, inclusive 1/2� Notice of any such prepayment shall be sent by registered or certified mail not less than thirty days nor more than sixty 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 thereof 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 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 Registrar in Chicago, Illinois but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing resolu- tion, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations of the same maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Notes are issued in fully registered form in the denomination of $5000 each or integral multiples thereof. This Note may be exchanged at the principal corporate trust oEfice 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 authorizing resolution. The City and the 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, premium, if any, hereon and interest due hereon and for all other purposes and neither the City nor the Registrar shall be aPfected by any notice to the contrary. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) -11- , . the within Note and does hereby irrevocably constitute and appoint or its successor as Registrar to transfer the said Note on the books kept for registration thereof with full power of substi- tution in the premises. Dated: Signature guaranteed: 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. Section 9. Sale of Notes. The sale of the Notes to Miller & Schroeder Municipals, Inc. and Associates, at the price of par plus accrued interest to the date of delivery is hereby confirmed. The City Treasurer 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. The principal proceeds from the sale of the Notes shall be used only for the purpose of paying the cost of refunding $1,850,000 aggregate principal amount of the Outstanding Notes dated May 1, 1982, maturing May 1, 1984 to May 1, 1992, inclusive. The City Manager and the City Clerk are hereby authorized to enter into an escrow agreement with a bank or trust company for the purpose of depositing the proceeds of the Notes into an irrevocable trust to be held pending their use for the purpose aforesaid. The City recognizes that the purchasers and holders 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 agrees that it shall take no action which may render the interest on any of the Notes subject to federal income taxation and that the principal proceeds of the sale oE the Notes shall be devoted to and used with due diligence for the purpose for which the Notes are hereby authorized to be issued. -12- . The City Manager, the City Clerk, the City Finance Director and the City Treasurer, or any of them, are hereby authorized to execute on behalf of the City an Arbitrage Certificate to assure the purchasers and holders of the Notes that the proceeds of the Notes are not expected to be used in a manner which would or might result in the Notes being "arbitrage bonds" under Section 103(c) of the Znternal Revenue Code of 1954, as amended, or the regulations of the United States Treasury Department currently in effect or proposed. Such Arbitrage Certificate shall constitute a representation and certification of the City 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 Arbitrage Certificate. The City further recognizes that Section 103(j) 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 con- verted into, bearer or coupon form. Section 11. Duties of Registrar. If requested by the Registrar, the City Manager is authorized to execute and the City Clerk is authorized to attest 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; (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 (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 -13- on the Notes and to pay and discharge the principal 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 �. � I=s��7.IiriL? $ — 31 1�5�C� l �<S,? 5t• 3�5,5 ,"1 S(� Year 1987 1988 1989 1990 Amount $340, � `��C� `F�1�1��2�`Z7 `�� I 5, 3 �� g(_5, ��� In each of said years from 1983 to 1990, 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 sinking 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 Notes of the Note 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. Sinking Fund. There is hereby ordered to be established in the Cit�' ,_ Treasury-a_fund separate and distinct from all other funds ofCWinnebago Count� to be designated "1984 Promissory Notes Sinking Fund;""which £und shall be used solely for the purpose of paying principal of and interest on the Notes. There shall be deposited in said fund all premium and accrued interest paid on the Notes at the time said Notes are delivered to the purchaser; 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 said Notes at their respective maturity dates. Section 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 unenforceability -14- 0 or such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. Adopted , 1983. Approved , 1983. Recorded , 1983 Mayor Attest: City Clerk Thereupon the following resolution was introduced by and was read in full, and pursuant to motion made by and seconded by was adopted by the following vote: Aye: Nay: -15- RESOLUTION determining to borrow $3,250,000 and to issue to the lender Promissory Notes, Series 1984, of the City of Oshkosh, 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 to provide financial assistance for community development and redevelopment projects under Section 66.46 Wis. Stats. WHEREAS, it is necessary that the City of Oshkosh, Winnebago County, Wisconsin (the "City") raise funds necessary to provide financial assistance to a tax increment project plan under Section 66.46 Wis. Stats. adopted May 6, 1982, including project costs therein stated for relocation, demolition, site preparation, new structures and fixtures, and financing costs including interest paid to holders of evidences of indebtedness; and WHEREAS, it is considered necessary and desirable by the City Council of the City, that the City borrow $3,250,000 £or the purposes aforesaid and that the City issue to the lender its promissory notes to evidence the indebtedness thereby incurred; and WHEREAS, it has been determined to borrow said money from Miller & Schroeder Municipals, Inc., of Minneapolis, Minnesota, and associates; 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 shall have the meanings set forth below, and shall include the plural as well as the singular. "NOte" or "Notes" shall mean one or more of the Promissory Notes, Series 1984 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. -16- � "Registrar" shall mean The First National Bank of Chicago, in Chicago, Illinois, or a successor designated as Registrar hereunder. "City" shall mean the City of Oshkosh, Winnebago County, Wisconsin. "Governing Body" shall mean the City Council of the City. "Resolution" shall mean this resolution as adopted by the Governing Body of the City. "Statute" shall mean Chapter 67 of the Wisconsin Statutes, as amended and supplemented. Section 2. Authorization. The Notes are hereby authorized for the purpose of providing funds to provide financial assistance to a tax increment project plan under Section 66.46 Wis. Stats. adopted May 6, 1982, including project costs therein stated for relocation, demolition, site prep- aration, new structures and fixtures, and financing costs includ- ing interest paid to holders of evidences of indebtedness and shall be sold and issued in the aggregate principal amount of $3,250,000 pursuant to the provisions of the Statute. The Notes shall be designated "Promissory Notes, Series 1984," shall be dated January 1, 1984, 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 $5,000 each and integral multiples thereof (but no single Note shall represent installments of principal maturing on more than one date), shall be numbered 1 and upward, shall mature serially on January 1 of each of the years 1988 to 1994, inclusive, in the amounts and shall bear interest at the rates per annum, as follows: Year 1988 1989 1990 1991 Interest Amount Rate Year $100,000 100,000 150,000 150,000 �,� � � a.CX'` 8 �5 � � 1992 1993 1994 Amount $ 250,000 i,aoo,000 1,500,000 Interest Rate R.`?`� g q� �-IC> 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 rates set out above, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on the first days of January and July of each year, commencing on July 1, 1984. Interest on each Note shall be paid -17- by check or draft of the Registrar to the person in whose name such Note is registered at the close of business on the 15th day of the calendar month next preceding the 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 Chicago, Illinois. Section 4. Execution; Authentication. The Notes shall be executed on behalf of the City with the facsimile signature of the City Manager and with the facsimile signature of the City Clerk, and sealed with the corporate 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 signatuze shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Notes shall have thereon a certificate of authenti- cation substantially in the form hereinafter set forth duly exe- cuted by the Registrar as authenticating agent of the City and showing the date of authentication. 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 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 the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Notes issued hereunder. Section 5. Registration 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 appointed 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 or his attorney duly authorized in writing, the City shall execute and the Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same maturity of authorized 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. The Registrar shall not be required to transfer or exchange any Note during the period of fifteen 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 days next preceding mailing 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 ex- change 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 unprepaid portion of a Note surrendered for prepayment. Section 6. Prepayment. Notes maturing on and after Sanuary 1, 1988 shall be subject to prepayment prior to maturity at the option of the City as a whole, or in part in inverse order of their maturity (less than all of the Notes of a single maturity to be selected by the Registrar), on July 1, 1987 and on any interest payment date thereafter, at the prepayment price of par plus accrued interest to the date fixed for prepayment, plus the following premium expressed as a precentage of par. Redemption Date Premium July 1, 1987 - July 1, 1989, inclusive 1% January 1, 1990 - July 1, 1991, inclusive 1/2� January 1, 1992 and thereafter 0� The Notes shall be prepaid only in the principal amount of $5000 each and integral multiples thereof. The City shall, at least 45 days prior to the prepayment date (unless a shorter notice shall be satisfactory to the Registrar) notify the Regis- trar of such prepayment date and of the principal amount of Notes -19- to be prepaid. 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 not more than 60 days prior to the prepayment date by the Registrar from 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 for prepay- ment of Notes or portions of Notes in principal amounts of $5000 and integral multiples thereof. The Registrar shall promptly 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 holder of Notes 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 at least thirty days and not more than sixty 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. All notices of prepayment shall state: (1) (Z) the prepayment date, the prepayment price, (3) if less than all outstanding Notes are to be prepaid, the identification (and, in the case of partial prepayment, the respective principal amounts) of the Notes to be prepaid, (4) that on the prepayment date 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 pre- payment price of all the Notes or portions of Notes which are to be prepaid on that date. -20- , Notice of prepayment having been given as aforesaid, the Notes or portions of Notes so to be prepaid shall, on the prepayment date, 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 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 prepay- ment price. Installments of interest due on or prior to the prepayment date 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 princi- pal. 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 assign- ment 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 City of Oshkosh Promissory Note, Series 1984 Rate of Interest Maturity Date Registered Owner Principal Amount January 1, 19 KNOW 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 registered assigns as hereinafter provided, on the Maturity Date -21- , 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 date of this Note or from the most recent interest payment date to which interest has been paid at the Rate of Znterest per annum hereinabove set forth on January 1 and July 1 of each year, commencing 1, 19 , until said principal sum is paid, except as the provisions hereinafter set forth with respect to prepayment may be and become applicable hereto. 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 The First National Hank of Chicago, in Chicago, Illinois, as registrar and paying agent (the "Registrar"). Payment of each installment of interest 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 15th day of the calendar month next preceding the 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 Porth 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 perfocmed 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 constitu- tion 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 said 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 prin- cipal 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 suffi- cient taxes for that purpose. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon sha11 have been signed by the Registrar. -22- 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 facsimile 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 first day of , 198 . (facsimile signature) City Clerk [SEAL) (facsimile signature) Ci*y Manager CERTIFICATE OF AUTHENTICATION This Note is one of the Notes described in the within mentioned Resolution and is one of the Promissory Notes, Series 1984 of the City of Oshkosh, Wisconsin. Date of Authentication: The First National Bank of Chicago, as Note Registrar By Authorized Officer [Form of Note - Reverse Side] This Note is one of an authorized issue of Notes aggre- gating the principal amount of $3,250,000 (the "NOtes") issued to provide financial assistance to a tax increment project plan under Section 66.46 Wis. Stats. adopted May 6, 1982, including project costs therein stated for relocation, demolition, site preparation, new structures and fixtures, and financing costs including interest paid to holdezs of evidences of indebtedness, pursuant to and in all respects in compliance with Chapter 67 of the Wisconsin Statutes and a resolution adopted by the City Council of said City on December 15, 1983. Notes of the on and after January option of the City as issue of which this 1, 1988 are subject a whole, or in part -23- Note is one maturing to prepayment at the in inverse order of � their maturity (in integral multiples of $5,000, less than all the Notes of a single maturity to be selected by the Registrar in such manner as it shall deem fair and appropriate) on July 1, 1987 and on any interest payment date thereafter, at the prepayment price of par plus accrued interest to the date fixed for prepayment plus the following premium, expressed as a percentage of par: Redemption Date Premium July 1, 1987 - July 1, 1989, inclusive 1� January 1, 1990 - July 1, 1991, inclusive 1/2% January 1, 1992 and thereafter 0$ Notice of any such prepayment shall be sent by registered or certified mail not less than thirty days nor more than sixty 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 thereof 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 at that time, and shall not be deemed to be outstanding. This Note is transferable by the registered owner hereoE in person or by his attorney duly authorized in writing at the principal corporate trust office of the Registrar in Chicago, Illinois but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing resolu- tion, and upon surrender and cancellation of this Note. Opon such transfer a new Note or Notes of authorized denominations of the same maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Notes are issued in fully registered form in the denomination of $5,000 each or integral multiples thereof. This Note may be exchanged at the principal corporate 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 authorizing resolution. The City and the 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, premium, if any, hereon 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. -24- r 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 the said Note on the books kept for registration thereof with full power of substi- tution in the premises. Dated: Signature guaranteed: 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. Section 9. Sale of Notes. The sale of the Notes to Miller & Schroeder Municipals, Inc. and Associates, at the price of par plus accrued interest to the date of delivery is hereby confirmed. The City Treasurer 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. The principal proceeds from the sale of the Notes shall be used only to provide financial assistance to a tax incremenc project plan under Section 66.46 Wis. Stats. adopted May 6, 1982, including project costs therein stated for relocation, demoli- tion, site preparation, new structures and fixtures, and finan- cing costs including interest paid to holders of evidences of indebtedness. The City recognizes that the purchasers and holders of the Notes will have accepted them on, and paid thereEor 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 agrees that it shall take no action which may render the interest on any of the Notes subject to federal income taxation and that -25- r the principal proceeds of the sale of the Notes shall be devoted to and used with due diligence for the purpose for which the Notes are hereby authorized to be issued. The City Manager, the City Clerk, the City Finance Director and the City 2reasurer, or any of them, are hereby authorized to execute on behalf of the City an Arbitrage Certificate to assure the purchasers and holders of the Notes that the proceeds of the Notes are not expected to be used in a manner which would or might result in the Notes being "arbitrage bonds" under Section 103(c) of the Internal Revenue Code of 1954, as amended, or the requlations of the United States Treasury Department currently in effect or proposed. Such Arbitrage Certificate shall constitute a representation and certification of the City 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 Arbitrage Certificate. The City further recognizes that Section 103(j) 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 con- verted into, bearer or coupon form. Section 11. Duties of Registrar. If requested by the Registrar, the City Manager is authorized to execute and the City Clerk is authorized to attest 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; (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 (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. -26- ti • � 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 principal 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 1984� $��7� CJeC7 1988 $�i��i5�� 1985 ��1�,�� 1990 `'4 � 1 l °�Cj 19 8 6 �j �c1 ,,� t'�C� 19 91 �i �I g �,�j%�J 19s7 3� 1, �C'�C`� � �lq� ' ��ii(P,SC� 1 � Co3Co. `-�C`�C� In each of said years from 1983 to 1992, 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 sinking 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 Notes of the Note 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. Sinking Fund. There is hereby ordered to be established in the City, Treasury a fund sepazate and distinct from all other funds of Winnebago County to be designated "1984 Promissory Notes Sinking Fund," which fund shall be used solely for the purpose of paying principal of and interest on the Notes. There shall be deposited in said fund all premium and accrued interest paid on the Notes at the time said Notes are delivered to the purchaser; 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 said Notes at their respective maturity dates. Section 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 unenforceability -27- , v M or such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. Adopted , 1983. Attest: Approved , 1983. Recorded , 1983 r yor * � � (Other Business) There being no further business to come before the City Council, it was moved, seconded and unanimously carried that the Council adjourn. Attest: City Clerk �' '��i. Mayor ,.. � STATE OF WISCONSIN COUNTY OF WINNEBAGO I, Donna C. Serwas, hereby certify that I am the duly qualified and acting City Clerk of the City of Oshkosh, 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 15, 1983; 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 proposed $1,850,000 Promissory Notes, Series 1984, of said City and $3,250,000 Promissory Notes, Series 1984, dated January 1, 1984. WITNESS my official signature and the seal of said City this _ day of December, 1983. 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