HomeMy WebLinkAbout31604 / 81-20d
t7ovember S, 1981
� Zp RESOLUTION
PURPOSE: RESOLUTION AUTHORIZING INDUSTRIAL DSVELOPMENT
BONDS - LISKAR INVESTMENTS PROJECT
ZNITIATED BY: LZSKAR INVESTTfENTS
BE IT RESOLVED by the Co�on Council of the City of Oshkosh that the
attached Resolution Authozizing $425,000.00 City of Oshkosh, Wisconsin,
Industrial Development Revenue Bonds for the Liskar Investments Project
is hereby approved.
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CITY COUNCIL
OF THE �
CITY OF OSHKOSH
RESOLUTION N0.
BOND RESOLUTION AllTHORIZING
$425,000
CITY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES B
(LISKAR INVESTMENTS PROJECT)
WHEREAS, the City of Oshkosh, Wisconsin (the "Munici-
pality"), is a municipal corporation organized and existing under
and pursuant to the laws of the State of Wisconsin and is autho-
rized by Section 66.521, Wisconsin Statutes, as amended (the
"Act"):
(a) to issue industrial development revenue bonds
to finance a11 or any part of the costs of
the construction, equipping, ieequipping,
acquisition, purchase, i�stallation, recon-
struction, r.ebuilding, rehabilitation,
improving, supplementing, maintaining,
repairing, enlarging, extending or remodeling
of a project which qualifies under the Act
and the improvement of the site therefor;
and
(b) to enter into a revenue ap,reement with an
eligible participant pursuant to which the
eligible participant agrees to cause said
project to be constructed and to pay the
Municipality an amount of funds sufficient
to provide for the prompt payment whe❑ due
of the principal of and interest on said
industrial development revenue bonds; and
WHEREAS, Liskar Investments, a limited partnership
formed under the laws of the State of Wisconsin (the "Borrower"),
has heretofore requested the Municipality to issue industrial
development revenue bonds to finance a project on behalf of the
Borrower as an eligible participant under the Act; and
[dHEREAS, on August 20, 1981 this body found and deter-
mined that said project consisting of the expansion, improvement
and equipping of an existing building for the purpose of the
manufacture of flexible packaging products (the "Project") is a
qualified "project" within the meaning of the Act and that the
Botrower is an "eligible participant" within the meaning of the
Act; and
WHEREAS, on August 20, 1981, this body adopted an
initial resolution pursuant to the Act wherein it was resolved
that the Municipalitiy would issue industrial development revenue
bonds to finance the Project, subject however, to the satis-
faction of certain conditions including the approval by this body
of the terms of the bonds and the revenue agreement described in
said initial resolution; and
WHEREAS, on August 20, 1981, this body adopted a
resolution relating to waiver of Section (11)(b)1. of the Act and
in that resolution provided that the revenue agreement shall
contain anti-discrimination clauses which shall be approved by
the Municipality; and
WHEREAS, on September 2, 1981, notice of the adoption
of the initial resolution �aas published in accordance with
Section (10)(b) of the Act, and notice of adoption of the waiver
resolution was published in accordance with Section (11)(b)2. of
the Act, and no sufficient petition has been filed with the Clerk
requesting a referendum on the question of the issuance of said
industrial development revenue bonds; and
�dHEREAS, on December 22, 1978, the Municipality issued
$380,000 principal amount of industrial development revenue bonds
(the "Series A Bonds"), dated December 1, 1978, pursuant to an
Indenture of Trust (the "Original Indenture"), a Loan Agreement
(the "Original Loan Agreement") and secured by a Mortgage (the
"Original Mortgage"), each dated as of December 1, 1978; and
WHEREAS, in connection with the issuance of the Series
A Bonds, the Borrower executed a promissory note in the amount of
$380,000 (the "Series A Promissoty Note"); and
WHEREAS, the Original Indenture provi�es for tihe
issuance of additional bonds for the purposes of financing the
costs of constructing improvements ot additions to the project
which was financed with the Series A Bonds; and
WHEREAS, the Borrower has noca requested that the
Municipality provide for the issuance of S425,000 principal
amount of industrial development revenue bonds upon the terms
set forth in this Resolution (as herein described, the "Series
B Bonds"); and
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WHEREAS, in connection therewith the Borrower has
presented the Municipality with proposed documentation for the
Series A Bonds, as follows: •
(a) a Bond Purchase Agreement, to be dated as of
the date of adoption of this Bond Resolution
(the "Bond P�rchase Agreement"), to be
entered into by and among the Municipality,
the Borrower, Banner Packaging, Inc., a
Wisconsin corporation, Ronald E. Socale and
Frank J. Kearny III, individuals residing in
the State of idisconsin, (the "Guarantors")
and the various institutional investors
identified therein (hereinafter referred to
as the "Bond Purchasers"), setting forth the
terms and conditions on which the Municipality
will sell and the Bond Puichasers will
purchase the Series B Bonds; and
(b) a First Supplemental Indenture of Trust, to
be dated as of Novenber 1, 1981 (the "First
Supplemental Indenture" and together with the
Original Indenture hereinafter called the
"Indenture"), to be entered into between the
Municipality and the corporate trustee
hereinafter designated (the "Trustee"),
providing for the creation of the Series B
Bonds, the terms thereof and the security
therefor; and
(c) a First Supplemental Loan Agreement, to be
dated as of November 1, 1981 (the "First
Supplemental Loan Agreement" and together
with the Original Loan Agreement hereinafter
called the "Loan Agreement"), to be entered
into between the Municipality and the Borrower
providing for a loan of the Series S Bond
proceeds to the Borrower on repayment terms
scheduled to provide the Municipality with
revenues sufficient to retire the Series B
Bonds in accordance with their terms; and
(d) a Promissory Note, to be dated November 1,
1981 (the "Series B Promissory Note" and
together with the Ser.ies A Promissory A'ote
hereinafter called the "Promissory Notes"),
to be issued by the Botrower payable to the
order of the �funicipality in the principal
amount of $425,000 as evidence of the bor-
towing provided Lor in the First Supplemental
Loan Agreement and to be assigned by the
Municipality to the Trustee; and
�G�
(e) a First Supplemental Mortgage and Assignmeot
of Rents, to be dated as of November 1, 1981
(the "First Supplemental Mortgage" and
togethei with the Oiiginal Mortgage herein-
after called the "Mortgage"), from the
Borrower to the Municipality, and from the
Municipality to be assigned to the Trustee,
providing collateral security for the per-
formance of the Boriower's obligations under
the Loan Agreement; and
(f) First Supplemental Guaranty Agreements, to be
dated November 1, 1981, from each Guarantor
to the Trustee (the "First Supplemental
Guaranty Agreements"); and
WHEREAS, in accordance wiCh the Act, this Resolution
and the aforesaid instruments and documents, the Series B Bonds
and interest thereon shall never constitute an indebtedness of
the Municipality within the meaning of any State constitutional
provision or statutory limitation, shall not constitute or give
rise to a pecuniary liability of the Municipality or a charge
against its general credit ot taxing powers, and shall not
consl-itute or give iise to any personal liability of any member
of this body or of any officers or employees of the P1unicipality
on the Series B Bonds or for any act or omission related to the
authorization or issuance of the Series B Bonds; and
WHEREAS, it is in the public interest of the Munici-
pality to encourage and promote the development of projects such
as the Project in order to realize public benefits such as, but
not limited to, the provision and retention of gainful employment
opportunities for the citizens of the Municipality; the stimula-
tion of the flow of investment capital into the Municipality with
resultant beneficial effects on the economy in the Municipality;
and the preservation and enhancement of the Municipality's tax
base; and
WHEREAS, the development o£ the Project and the issuance
of Series B Bonds to finance the Project as herein recited will,
in the judgment of this body, serve the intended accomplishments
of public purpose and in all respects conform to the provisions
and requirements of the Act;
NOW, THEREFORE, BE IT RESOLVED:
1. Findin s and Determinations. It has been [ound and
determined and is ere y eclare :
(a) that the Project is a qualified "project"
under and for the purposes of the Act;
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(b) that the Borrower is a qualified "eligible
participant" under and for, purposes of
the Act;
(c) that the Loan Agreement meets the require-
ments of a"revenue agreement" under and
for purposes of the Act;
(d) that the estimated aggregate cost of pro-
viding the Project and paying the costs
incident to the financing is not less than
$425,000;
(e) that the payments required to be made by
the Bortower under the Loan A�reement are
sufficient in amount to pay when due the
principal of, premium, if any, and interest
on the Series B Bonds;
(f) that the Loan Agreement contains anti-
disctimination clauses cahich are hereby
expressly approved by the Municipality;
and
(g) that all conditions set foith in said
Initial Resolution have been satisfactorily
met.
2. Authorization to Borrow and to Lend. The Munici-
pality sha11 Uorrow, but only in the manner herein recited, the
sum of $425,000 for the purpose of (i) financing the costs of
providing the Project, (ii) paying the costs of issuing and
selling the Series B Bonds, and (iii) paying such other costs
related theieto as are permittied to be paid with bond proceeds
under the Act. Said borrowing shall be accomplished through the
sale of the Series B Bonds issued pursuant to the Act. The
Municipality shall lend the sum of S425,000 to the Borrocaer
pursuant to the terms of the Loan Agreement, which borrowing
shall be evidenced by the Series B Promissoiy Note and secured
by the �1ortgage and the First Supplenental Guaranty Agreements.
3. Designation, Denomination, Tenor and Maturity of
Series B Ronds Created �r Issuance. The Series B Bonds shall be
issued in the prinr_ipal amount of S425,000 and sha11 be desig-
nated:
CITY OF OSHKOSH, ?dISCONSIN
1NDUSTRIAL DEVELOPMENT KEVF,NllE BONDS, SERIES B
(LISKAR INVESTMENTS PROJECT)
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The Series B Bonds shall mature in accordance with the
schedule provided in the table beloW:
Maturity Date Piincipal
ovember 1 of the Year) Amount
1982 $ 5,000
1983 10,000
1984 10,000
1985 15,000
1986 15,000
1987 20,000
1988 20,000
1989 25,000
1990 30,000
1991 35,000
1992 40,000
1993 45,000
1994 50,000
1995 55,000
1996 50,000
The Series B Bonds shall bear interest from their date at a rate
which is seventy-five percent (75%) of the rate announced by
First Wisconsin National Bank of Milwaukee, Milwaukee, Wisconsin
from time to time as its prime rate (the "Prime Rate") with the
rate applicable to the Series B Bonds changing simultaneously
with changes in the Prime Rate; provided, however, that the
interest rate on the Series B Bonds shall never fall beloca ten
percent (10%) per annum. Interest shall be payable on May 1,
1982, and semiannually thereafter on the first day of May and
Novenber in each calendar year until paid.
The Series B Bonds shall be issuable as fully regis-
tered typewritten bonds without coupons in denominations of
$5,000 or any integral multiple thereof. The Series B Bonds and
the interest thereon shall be transferable by and shall be
payable to the registeied owners thereof in the manner and with
the effect provided in the Indenture. The principal of, premium,
if any, and interest on the Series B Bonds shall be payable in
lawful money of the llnited States of America at the principal
corporate trust office of the Trustee, as paying agent, or the
office of any successor or additional paying agent designated by
the Municipality and approved by the Borrower.
The Series B Bonds shall be dated Nove;nUer 1, 1981,
except in the case of Series B Bonds issued and authenticated
after the first interest payment date which shall be dated in
accordance with the provisions therefor provided in the In-
denture. The Series B Bonds shall be lettered caith the prefix
"BR" and numbered consecutively from 1 upwards in the order of
their issuance.
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The Series B Bonds shall be issued in the form thetefor
as set forth in the Indenture, with such insertions therein as
shall be necessary to comply with the terms of this Resolution
and with such corrections therein, if any, as the approving bond
attorney may require for conformity with the terms of this
Resolution, the Indenture and the Act.
4. Execution and Authentication of Series S Bonds.
The Series B Bonds shall be executed on behalf of the Munici-
pality with the facsimile or manual signature of its City Manager,
countersigned with the manual signature of its Clerk and shall
6ave impressed, imprinted or otherwise reproduced thereon the
official seal of the Municipality or a facsimile thereof. No
Series B Bond shall be issued unless first authenticated by the
Trustee, to be evidenced by the manual signature of an authorized
officer of the Trustee on each Series B Bond.
5. Designation of Trustee. The �funicipality hereby
confirms its appointment of First Wisconsin National Bank of
Oshkosh, Oshkosh, Wisconsin, to perform the functions of the
Trustee, bond registrar and paying agent under the Indenture,
which appointment was made in a resolution adopted by this body
on December 21, 1978.
6. Additional Bonds. Bonds in addition to the Series
A Bonds and Series B Bonds may be issued from time to time under
the Indenture subject to the terms and conditions therein provided
and subject to the approval of this body. If so issued, such
additional Bonds shall rank equally and on a parity with the
Series A Bonds and Series B Bonds. The Series A Bonds, Series B
Bonds and any such additional Bonds are hereinafter collectively
referred to as the "Bonds".
7. Series B Bonds as Limited Obligations. The Series
B Bonds and interest thereon shall never be or be considered a
general obligation of the Municipality or an indebtedness of the
Municipality within the meaning of any State constitutional
provision or statutory limitation and shall not constitute or
oive rise to a pecuniary liability of the Municipality or a
charge against its general czedit or Laxing powers.
8. Source of Payment; Pledge of Revenues. The Series
B Bonds s1�a11 be limited obligations o� the Municipality payable
by it solely from revenues and income derived by or for the
account of the Municipality ftom or for the account of the
Borrocaer pursuant to the teims of the Promissory Notes, the
Mortgage and the Loan Agreement; including, without limitation,
(i) all payments by the Borrower on the Promissory I�'otes or
pursuant to the terms in the Loan Agreement, (ii) all cash and
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securities held from time to time in the Trust Funds, and the
investment earnings thereon and (iii) all amounts derived by
recourse to the Mortgage or the First Supplemental Guaranty
Agreements; but excluding any amounts derived by the Municipality
for its own account putsuant to the terms in the Loan Agreement.
As security for the payment of the principal of,
premium, if any, and interest on the Bonds, the Municipality has
already, pursuant to the Original Indenture, pledged and assigned
to the Tzustee all of its right, title and interest in and to the
Promissory Notes, the Loan Agreement (except for its rights to
receive and enforce payment of certain taxes, expenses and
indemnity payments from the Borrower as set forth in the Indenture
and the Loan Agreement), the Mortgage and the trust funds held by
the Trustee under the Original Indenture.
As further security for the payment of the principal
of, premium, if any, and interest on the Bonds, the Municipality
shall confirm that the aforesaid pledge and assignment to the
Trustee included all of its right, title and interest in and to
the Series B Promissory Note, the First Supplemental Loan Agree-
ment (except for its right to secure and enforce payment of
certain taxes, expenses and indemnity payments from the Borrower
as set forth in the Indenture and the Loan Agreement), the First
Supplemental Mortgage and the trust funds held by the Trustee
under the First Suppleme�tal Indenture.
9. Redemption of Series B Bonds Prior to Maturity.
The Series B Bonds sha11 be subject to rede�ption prior to
maturity as provided in the Indenture. Notice of any redemption
of Series B Bonds prior to stated maturity sha11 be given in the
manner provided in the Indenture. The pLincipal of, premium, if
any, and interest on Series B Bonds called for redemption as
aforesaid shall be payable solely from moneys held by the Trustee
under the Indenture and available therefor, including moneys
derived from the Borrower for such purpose pursuant to the Loan
Agreenent.
10. Creation of the Construction Fund. There is
hereby created by the yunicipality and ordered established with
the Trustee, a trust fund to be designated with the names of the
Municipality and the Borrower which shall be used to pay (or
reimburse the Borrower for) the costs of providing the Project and
such other costs in connection with the Project and the issuance
and sale of the Series B Bonds as are permitted to be paid from
the proceeds of the Series B Bonds under the Act, the Loan
Agreement and the Indenture. Theie sha11 be deposited in said
Construction Fund the entire proceeds received upon sale of the
Series B Bonds less the portion thereof constituting accrued
�
interest.
Trustee to
buisement
sition of
Agree�ent.
The Municipality hereby authorizes and directs the
withdraw funds from said Construction Fund for dis-
to or at the order of the Borrower pursuant to requi-
the Rorrower as provided in the Indenture and the Loan
11. Creation of Bond Fund. There was created under
the Original Indenture, a trust fund to be designated with the
names of the Municipality and the Borrower which is and shall be
used to pay the principal of, premium, if any, and interest on
the Bonds. The Municipality hereby authorizes and directs the
Trustee to withdraw sufficient funds from said Bond Fund to pay
the principal of, piemium, if any, and interest on the Series A
Bonds and Series B Bonds as the same become due and payable.
12. Other Trust Funds. There is hereby cLeated by the
Municipality and ordered established, if necessary, with the
Trustee funds in which there shall be deposited such net proceeds
of certain sales, insurance and condemnation awards as may be
provided in the Loan Agreement and the Indent�re. The Trustee is
authorized to withdraw funds from said trust funds for application
as provided in the Loan Agreement and the Indenture.
13. Investment of Trust Funds. Any moneys held as a
part of the trust funds held by the Trustee undet the Indenture
may be invested and reinvested by the Trustee upon request by
tne Boirower in "Qualified Investments" as specified in Section
5.15(b) of the Original Indenture.
14. DeCermination of Revenue Payment. The a?nount
necessary in each year to pay the principal of, premium, if
any, and interest on the Series B Bonds is the sum of (i) the
a�ount of principal becoming due in such year in accordance with
the table in paragraph 3 of this Resolution (as reduced from time
to time by reason of prior redemptions and open market purchases
of Series B Bonds in accordance with the Indenture); plus (ii)
the principal amount of Series B Bonds to be redeemed in such
year in accordance with a call for redemption �ade in accordance
with paragraph 9 of this Resolution and the Indenture, plus the
premium, if any, payable with respect thereto; plus (iii) the
amount of interest on the Series B Bonds becoming due in such
year in accordance with the interest rates specified in para�raph
3 of this Resolution.
In expressing the Borrower's obligation to make the
necessary revenue payments, it shall sutfice herein and in the
Loan Agreement to state that the Borrower shall be obligated to
pay the Municipality (or the Trustee for the account of the
Municipality) amounts sufficient to pay when due the ptincipal
of, premiiim, if any, and interest on the Bonds.
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The Loan Agreement contains provisions, adequate in the
judgment of this body, requiring the Botrower to provide for the
maintenance of the Project and the carrying of all proper in-
surance with respect thereto. Consequently, the Borrower need
not be required to pay amounts into any reserve funds for the
retireme�t of the Series B Bonds or for the maintenance of the
Project.
15. Award of Series B Bonds; Execution and Delivery of
the Bond Purchase A reement. The Borro�ver has negotiated for the
sa e o t e Series B Bon s to the Bond Purchasers at a price of
100% of the principal amount of the Series B Ronds, plus accrued
interest to the date of delivery. Given the purposes of the .
financing and the involvement of the Municipality therewith, it
is the determination of this body that the Series B Bonds shall
be hereby awarded to the Bond Purchasers at the price aforesaid
with delivery to follow in the manner, at the time and subject to
the conditions set forth in the Bond Purchase Agreement. As
evidence thereof, the City Manager and the Clerk are hereby
authorized and directed for and in the name of the Municipality
to execute, affix with the official seal of the ^9unicipality and
delivet the Bond Purchase Agreement in the form presented here-
with, or with such insertions therein or corrections thereto as
shall be approved by the City Manager and Clerk consistent with
this Resolution and the terms of the Act, their execution thereof
to constitutie conclusive evide�ce of their approval of any such
insertions and corrections.
16. Execution and Delivery of the First Supplemental
Loan A reement and the First Supplemental Indenture; Assignment
o the Series B Promissory Note, the First Supplemental Mort�age
and the First Supplemental Guaranty Agreements. The terms and
provisions of the Series B Promissory Note, the First S�pplemental
Loan Agreenent, the First Supplemental P1ortgage, the �irst
Supplemental Guaranty Agreeme�ts and the First Supplemental
Indenture are hereby approved. The City Manager and the Clerk
are hereby authorized for and in the name of the Municipality to
execute, affix with the official seal of the Plunicipality and
deliver the First Supplemental Loan Agreement, the First Supple-
mental Indenture and the assirn�ents of the Series B Pzonissory
Note and the First Supplemental htortgage in the respective forms
thereof presented herewith, or with such insertions therein oi
corrections thereto as shall be approved by the City Manager and
C1erk co�sistent with this Resolution and the terms of Che Act,
their execution thereof to constitute conclusive evidence of
their approval of any such insertions and corrections.
17. Execution and Delivery of the Series B Bonds. The
City Manager and the Clerk are hereby authorized for an in the
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name of the Municipality to execute the Series B Bonds in the
manner authorized by paragraph 4 of this Resolution. Subject to
the terms and conditions of the Bond Purchase Agreement, the
Municipality shall deliver the Series B Bonds to the Bond Pur-
chasers.
18. General Authorizations. The City Manager and the
Clerk and the appropriate deputies and officials of the Munici-
pality in accordance with their assigned responsibilities are
hereby each authorized to execute, publish, file and record such
other documents, instruments, notices (including notice pursuant
to Wis. Stats. §893.77) and records and to take such other
actions as shall be necessary or desirable to accomplish the
puiposes of this Resolution and to comply with and perform the
obligations of the Municipality under the Series B Bonds, the
Loan Agreement and the Indenture.
In the event that the City Manager or the Clerk shall
be unable by reason of death, disability, absence or vacancy of
office to perform in timely fashion any of the duties specified
herein (such as the execution of Series B Bonds, the Bond Pur-
chase Agreement, the First Supplemental Loan Agreement, the First
Supplemental Indenture or the assignments of the Series B Promis-
sory Note and the First Supplemental Mortga,�e), such duties shall
be performed by the officer or official succeeding to such duties
in accordaoce with 1aw and the ordinances of the Municipality.
19. Effective Date; Conformit}�. This Resolution shall
be effective immediately upon its passage and approval. To the
extent that any prior resolutions of this body are inconsistent
with the provisions hereof, this Resolution shall control and
such prior resolutions shall be deemed amended to such extent
as may be necessary to bring them in conformity with this Reso-
lution.
T X T T �
The foregoing resolution of the
City of Oshkosh, �disconsin, was adopEed,
on Novee�ber 5, 1981.
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City Council of the
approved and recorded
r
er
CERTIFICATIONS BY CLERK
I, Converse C. Marks, being first duly sworn, do hereby
depose and certify that I am the duly appointed, qualified and
acting Clerk of the City of Oshkosh, in the County of Winnebago,
State of Wisconsin, and as such I have in my possession, or have
access to, the complete corporate records of said City and of its
City Council; that I have carefully compared the transcript
hereto attached with the aforesaid corporate records; that said
transcript hereto attached is a true, correct and complete copy
of all the corporate records in relation to the adoption of
Resolution No. entitled:
BOND RESOLUTION AUTHORIZING
$425,000
CITY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOP�fENT REVENUE BONDS, SERIES B
(LISKAR INVESTMENTS PROJECT)
I do heteby further depose and certify as follows:
1. Said resolution caas considered for adoption by the
City Council at a meeting held in the City Hall at P.M. on
November 5, 1981. Said meeting was a regular meeting of the City
Council and cvas held in open session in compliance with Subchapter
IV of Chapter 19 of the [disconsin Statutes.
2. Said resolution was on the agenda for said meeting
and public notice thereof was given not less than 24 hours prior
to the commencement of said meeting in compliance with Section
19.84 of the Wisconsin Statutes, including, withuut limitation,
by posting on the bulletin board in the City Hall, by notice to
those news media who have filed a written request for notice of
meetings a�d by notice to the official newspaper of the City.
3. Said meeting was called to order by Dan H. Kutchera,
Mayor, who chaired the meeting. IJpon roll I noted and recotded
that the follocving council me�bers were present:
and that the follocaing council members were absent:
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I noted and recorded that a quorum was present. Various matters
and business were taken up during the course of the meeting
without intervention of any closed session. One of the matters
taken up was said resolution which was introduced and its adop-
tion was moved by Council Member , and seconded by
Council Member Following discussion and after
all council members who desired to do so had expressed their
views for or against said resolution, the question was called and
upon toll being called and the continued presence of a quorum
being noted, the recorded vote caas as follows:
Aye:
Nay:
Abstain:
Whereupon the Mayor declared said resolution adopted, and I so
recorded it.
IN WITNESS WHEREOF, I have signed my name and affixed
the seal of the City hereto on this day of ,
1981.
[Municipal Sea1]
er
STATE OF LdISCONSIN )
) SS
COUNTY OF )
Subscribed and sworn to before me this day, the
date last above written.
Notary Public
My commission expires: __
[Notarial Seal]
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