HomeMy WebLinkAbout06. 20-231 REVISED
JUNE 9,2020 20-231 RESOLUTION
(CARRIED 7-0 LOST LAID OVER WITHDRAWN )
PURPOSE: RESOLUTION AUTHORIZING THE ISSUANCE OF $7,290,000
AGGEGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION
PROMISSORY NOTES, SERIES 2020B, OF THE CITY OF
OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, IN SUCH
AMOUNT, PROVIDING DETAILS, PRESCRIBING THE FORM OF
NOTE, AWARDING THE NOTES TO THE BEST BIDDER,
LEVYING TAXES, AND RELATED MATTERS
INITIATED BY: CITY ADMINISTRATION
WHEREAS, cities are authorized, pursuant to the provisions of Section 67.12(12),
Wisconsin Statutes, as supplemented and amended, to issue promissory notes for projects
undertaken for public purposes; and
WHEREAS, for the purpose of providing funds for the purpose of creating a fund from
which to pay the cost of projects, it is considered necessary and desirable by the Common
Council of the City of Oshkosh, Winnebago County, Wisconsin (the "City"), that the City
borrow the aggregate principal amount of $7,290,000 for public purposes, including, but not
limited to, acquiring, constructing and improving sidewalks, traffic signals and other traffic
improvements, public buildings and property improvements and equipment of the City, and that
the City issue its General Obligation Promissory Notes, Series 2020B (the "Notes") to evidence
the indebtedness thereby incurred; and
WHEREAS, it is now necessary and desirable that the Notes be sold and issued for the
purposes aforesaid in the aggregate principal amount of$7,290,000; and
WHEREAS, notice of the sale of the Notes was previously duly published in The Bond
Buyer, and
WHEREAS, pursuant to the advertisement aforesaid, sealed bids were received for the
purchase of the Notes in the aggregate principal amount of$7,290,000 until 11:00 A.M., Central
Time. on June 9, 2020, and are as follows:
NAME OF BIDDER TRUE INTEREST RATE
Robert W. Baird& Co., Inc. 1.322349%*
KeyBanc Capital Markets 1.421580%
UBS Financial Services Inc. 1.515312%
and
WHEREAS, the bid of Robert W. Baird & Co., Incorporated, Milwaukee, Wisconsin at a
price of$7,643,735.67,was the best bid submitted, which bid is as follows:
* True interest cost of 1.3256795%after resizing.
Now, THEREFORE, Be It Resolved by the Common Council of the City of Oshkosh,
Winnebago County, Wisconsin, as follows:
Section 1. Definitions. For all purposes of this Resolution, except as otherwise
expressly provided herein or unless the context otherwise requires, the terms defined in this
Section 1 shall have the meanings set forth below, and shall include the plural as well as the
singular.
"City" shall mean the City of Oshkosh, Winnebago County, Wisconsin, and any
successor to the duties or functions of the City.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Governing Body" shall mean the Common Council of the City, or such other council,
board, commission or body, by whatever name known, which shall succeed to its powers.
"Note" or "Notes" shall mean one or more of the General Obligation Promissory Notes,
Series 2020B, 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 U.S. Bank National Association, or a successor designated as
Registrar under this Resolution.
"Resolution" shall mean this resolution as adopted by the Governing Body of the City.
Section 2. Authorization. The issuance of $7,290,000 aggregate principal amount of
promissory notes is hereby authorized for the purpose of providing funds in an amount sufficient
to finance the public purpose projects, as set out in the preambles to this Resolution.
The Notes shall be designated "General Obligation Promissory Notes, Series 2020B,"
shall be dated the date of delivery thereof, as originally issued, and shall also bear the date of
their authentication by the Registrar. The Notes shall be in fully registered form, shall be in
denominations of$5,000 each and integral multiples thereof(but no single Note shall represent
installments of principal maturing on more than one date), shall be lettered "R" and numbered
consecutively starting with the number one, shall mature as to principal on June 1 of the years
and in the principal amounts, and shall bear interest at the rates per annum, as follows:
PRINCIPAL INTEREST
YEAR AMOUNT RATE
2021 $785,000 3.000%
2022 755,000 3.000%
2023 660,000 3.000%
2024 675,000 3.000%
2025 700,000 3.000%
2026 715,000 2.000%
2027 725,000 2.000%
2028 745,000 2.000%
2029 755,000 2.000%
2030 775,000 2.000%
Section 3. Interest; Payment Provisions. The Notes shall bear interest from their date
or from the most recent interest payment date to which interest has been paid or duly provided
for, at the interest rates set out above, such interest (computed upon the basis of a 360-day year
consisting of twelve 30-day months) being payable on June 1 and December 1 of each year,
commencing on June 1, 2021. Interest on each Note shall be paid by check or draft of the
Registrar to the person or entity in whose name such Note is registered at the close of business
on the fifteenth day of the calendar month immediately preceding the applicable interest payment
date. The principal of each Note shall be payable in lawful money of the United States of
America only upon presentation and surrender of the Notes at the designated office of the
Registrar.
Section 4. Execution; Authentication. The Notes shall be executed on behalf of the
City with the manual or facsimile signature of the City Manager of the City and with the manual
or facsimile signature of the City Clerk of the City, and sealed with the official seal of the City or
a printed facsimile of said seal. 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. The Notes may be prepared in printed or typewritten form.
All Notes shall have thereon a certificate of authentication substantially in the form
hereinafter set forth duly executed by the Registrar as authenticating agent of the City and
showing the date of authentication of the Notes. 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
the Registrar or an authorized officer of the Registrar, but it shall not be necessary that the same
person sign the certificate of authentication on all of the Notes issued under this Resolution.
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 designated 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 and duly executed by, the registered owner or his or her 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, provided, however, the principal amount of outstanding Notes of each maturity
authenticated by the Registrar shall not exceed the authorized principal amount of Notes for such
maturity less previous retirements.
The Registrar shall not be required to transfer or exchange any Note during the period
beginning at the close of business on the 15th day of the month next preceding any interest
payment date on such Note and ending at the opening of business on such interest payment date,
nor to transfer or exchange any Note after notice calling such Note for prepayment has been
mailed, nor during a period of fifteen (15) 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 or interest on any
Note shall be made only to or upon the order of the registered owner thereof or his or her legal
representative. All such payments shall be valid and effectual to satisfy and discharge the
liability upon such Note to the extent of the sum or sums so paid.
No service charge shall be made for any transfer or exchange of Notes, but the City or the
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Notes except in the case of
the issuance of a Note or Notes for the unredeemed portion of a Note surrendered for
prepayment.
(b) Global Book-Entry System. The Notes shall be initially issued in the form of a
separate single fully registered Note for each of the maturities of the Notes determined as
described in Section 2 hereof. Unless otherwise requested by any Purchaser, upon initial
issuance, the ownership of each such Note shall be registered in the Note Register in the name of
Cede & Co., or any successor thereto ("Cede"), as nominee of The Depository Trust Company,
New York, New York, and its successors and assigns ("DTC"). All of the outstanding Notes
shall be registered in the Note Register in the name of Cede, as nominee of DTC, except as
hereinafter provided. The Mayor, the City Manager, the Treasurer, the Director of Finance and
any other business official of the City and the Registrar are each authorized to execute and
deliver, on behalf of the City, such letters to or agreements with DTC as shall be necessary to
effectuate such book-entry system (any such letter or agreement being referred to herein as the
"Representation Letter"), which Representation Letter may provide for the payment of principal
of or interest on the Notes by wire transfer.
With respect to Notes registered in the Note Register in the name of Cede, as nominee of
DTC, the City and the Registrar shall have no responsibility or obligation to any broker-dealer,
bank or other financial institution for which DTC holds Notes from time to time as securities
depository (each such broker-dealer, bank or other financial institution being referred to herein as
a "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an
interest in the Notes. Without limiting the immediately preceding sentence, the City and the
Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records
of DTC, Cede or any DTC Participant with respect to any ownership interest in the Notes, (ii) the
delivery to any DTC Participant or any other person, other than a registered owner of a Note as
shown in the Note Register, of any notice with respect to the Notes, including any notice of
prepayment, or (iii) the payment to any DTC Participant or any other person, other than a
registered owner of a Note as shown in the Note Register, of any amount with respect to the
principal of or interest on the Notes. The City and the Registrar may treat and consider the
person in whose name each Note is registered in the Note Register as the holder and absolute
owner of such Note for the purpose of payment of principal and interest with respect to such
Note, for the purpose of giving notices of prepayment and other matters with respect to such
Note, for the purpose of registering transfers with respect to such Note, and for all other purposes
whatsoever. The Registrar shall pay all principal of and interest on the Notes only to or upon the
order of the respective registered owners of the Notes, as shown in the Note Register, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of the
principal of and interest on the Notes to the extent of the sum or sums so paid. No person other
than a registered owner of a Note as shown in the Note Register, shall receive a Note evidencing
the obligation of the City to make payments of principal and interest with respect to any Note.
Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede, and subject to the provisions in Section 3 hereof with
respect to the payment of interest to the registered owners of Notes at the close of business on the
15th day of the month next preceding the applicable interest payment date, the name "Cede" in
this resolution shall refer to such new nominee of DTC.
In the event that (i) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (ii) the agreement among the
City, the Registrar and DTC evidenced by the Representation Letter shall be terminated for any
reason or (iii) the City determines that it is in the best interests of the beneficial owners of the
Notes that they be able to obtain certificated Notes, the City shall notify DTC and DTC
Participants of the availability through DTC of certificated Notes and the Notes shall no longer
be restricted to being registered in the Note Register in the name of Cede, as nominee of DTC.
At that time, the City may determine that the Notes shall be registered in the name of and
deposited with such other depository operating a universal book-entry system, as may be
acceptable to the City, or such depository's agent or designee, and if the City does not select
such alternate universal book-entry system, then the Notes may be registered in whatever name
or names registered owners of Notes transferring or exchanging Notes shall designate, in
accordance with the provisions of Section 5(a) hereof.
Notwithstanding any other provisions of this resolution to the contrary, so long as any
Note is registered in the name of Cede, as nominee of DTC, all payments with respect to
principal of and interest on such Note and all notices with respect to such Note shall be made and
given, respectively, in the name provided in the Representation Letter.
Section 6. Prepayment. The Notes maturing on or after June 1, 2027, shall be subject
to prepayment at the option of the City, as a whole or in part in such order as the City shall
determine (less than all of the Notes of a single maturity to be selected by the Registrar, as
hereinafter provided), on June 1, 2026, and on any date thereafter, at a prepayment price of 100%
of the principal amount thereof being prepaid plus accrued interest to the date fixed for
prepayment.
The Bonds shall be redeemed only in the principal amount of $5,000 and integral
multiples thereof. The City shall, at least forty-five (45) days prior to any optional prepayment
date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of
such prepayment date and of the principal amount and maturity or maturities of Bonds to be
redeemed. For purposes of any prepayment of less than all of the outstanding Bonds of a single
series and maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected
by lot by the Registrar from the Bonds of such series and maturity by such method of lottery as
the Registrar shall deem fair and appropriate; provided that such lottery shall provide for the
selection for prepayment of Bonds or portions thereof so that any $5,000 Bond or $5,000 portion
of a Bond shall be as likely to be called for prepayment as any other such $5,000 Bond or $5,000
portion. The Registrar shall make such selection upon the earlier of the irrevocable deposit of
funds with an escrow agent sufficient to pay the prepayment price of the Bonds to be redeemed
or the time of the giving of official notice of prepayment.
The Registrar shall promptly notify the City in writing of the Bonds or portions of Bonds
selected for prepayment and, in the case of any Bond selected for partial prepayment, the
principal amount thereof to be redeemed.
Section 7. Prepayment Procedure. Unless waived by any holder of Bonds to be
redeemed, 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 first class mail at least thirty (30) days and not
more than sixty (60) days prior to the date fixed for prepayment to the registered owner of the
Bond or Bonds to be redeemed at the address shown on the Bond 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 date fixed for prepayment,
(2) the prepayment price,
(3) if less than all outstanding Bonds are to be redeemed, the identification,
including CUSIP numbers (and, in the case of any partial prepayment, the respective
principal amounts) of the Bonds to be redeemed,
(4) that on the date fixed for prepayment the prepayment price will become
due and payable upon each such Bond 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 Bonds are to be surrendered for payment of the
prepayment price, which place of payment shall be the designated office of the Registrar.
Unless moneys sufficient to pay the prepayment price of the Bonds to be redeemed at the
option of the City shall have been received by the Registrar prior to the giving of such notice of
prepayment, such notice may, at the option of the City, state that said prepayment shall be
conditional upon the receipt of such moneys by the Registrar on or prior to the date fixed for
prepayment. If such moneys are not received, such notice shall be of no force and effect, the
City shall not redeem such Bonds, and the Registrar shall give notice, in the same manner in
which the notice of prepayment shall have been given, that such moneys were not so received
and that such Bonds will not be redeemed. Otherwise, prior to any prepayment date, the City
shall deposit with the Registrar an amount of money sufficient to pay the prepayment price of all
the Bonds or portions of Bonds which are to be redeemed on that date.
Subject to the provisions for a conditional prepayment described above, notice of
prepayment having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed
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 Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such
Bonds for prepayment in accordance with said notice, such Bonds shall be paid by the Registrar
at the prepayment 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 Bond, there shall be prepared for the registered holder a new Bond or Bonds of the same
maturity in the amount of the unpaid principal.
If any Bond or portion of Bond called for prepayment shall not be so paid upon surrender
thereof for prepayment, the principal shall, until paid, bear interest from the prepayment date at
the rate borne by the Bond or portion of Bond so called for prepayment. All Bonds which have
been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued.
Section 8. Form of Notes. The Notes, the certificate of authentication to be endorsed
thereon and the form of assignment to be endorsed thereon are all to be in substantially the
following forms with necessary and appropriate variations, omissions and insertions as permitted
or required by this Resolution:
No. R- $
(FORM OF NOTE)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
GENERAL OBLIGATION PROMISSORY NOTE, SERIES 2020B
RATE OF
INTEREST MATURITY DATE DATED DATE CUSIP NUMBER
% June 1, July 1, 2020
Registered Owner:
Principal Amount:
KNow ALL MEN BY THESE PRESENTS: That the City of Oshkosh in the County of
Winnebago and the State of 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
consisting of twelve 30-day months) on such Principal Amount from the Dated Date hereinabove
identified or from the most recent interest payment date to which interest has been paid at the
Rate of Interest per annum hereinabove identified on June 1 and December 1 of each year,
commencing on June 1, 2021, until said Principal Amount is paid, except as the provisions
hereinafter set forth with respect to prepayment may be and become applicable to this Note.
The principal of this Note is payable in lawful money of the United States of America
only upon presentation and surrender of this Note at the designated office of U.S. Bank National
Association, as registrar and paying agent, or any successor thereto (the "Registrar"). Payment
of each installment of interest hereon shall be made to the Registered Owner hereof who shall
appear on the registration books of the City maintained by the Registrar at the close of business
on the fifteenth day of the calendar month immediately preceding the applicable interest payment
date, and shall be paid by check or draft of the Registrar mailed to such Registered Owner at his
address as it appears on such registration books or at such other address as may be furnished in
writing by such Registered Owner to the Registrar.
Reference is hereby made to the further provisions of this Note set forth on the reverse
side hereof, and such further provisions shall for all purposes have the same effect as if set forth
on the front side of this Note.
It is hereby certified, recited and declared that all acts, conditions and things required to
be done, exist, happen and be performed precedent to and in the issuance of this Note have been
done, have existed, have happened and have been performed in due time, form and manner as
required by the Constitution and the laws of the State of Wisconsin; that this Note, together with
all other indebtedness of the City, does not exceed any limitation prescribed by law; and that the
City has levied a direct annual irrepealable tax sufficient to pay the interest hereon when it falls
due and also to pay and discharge the principal hereof at maturity.
The full faith, credit and resources of the City are hereby pledged for the payment of the
principal of and interest on this Note and the issue of which it is a part as the same respectively
become due and for the levy and collection of sufficient taxes for that purpose.
This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF the City of Oshkosh, Winnebago County, Wisconsin, by its
Common Council, has caused this Note to be executed with the duly authorized manual or
facsimile signature of its City Manager and with the duly authorized manual or facsimile
signature of its City Clerk, and its official seal or a facsimile thereof to be impressed or
reproduced hereon, as of the Dated Date hereinabove identified.
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 General Obligation Promissory Notes, Series 2020B, of the City of Oshkosh, Winnebago
County, Wisconsin.
Date of Authentication:
City Treasurer
[Form of Note - Reverse Side]
This Note is one of an authorized issue of General Obligation Promissory Notes,
Series 2020B, aggregating the principal amount of$7,290,000 (the "Notes") and issued for the
public purposes of including, but not limited to, acquiring, constructing and improving
sidewalks, traffic signals and other traffic improvements, public buildings and property
improvements and equipment of the City, and in all respects in compliance with Chapter 67,
Wisconsin Statutes, as supplemented and amended, and a resolution adopted by the Common
Council of the City on June 9, 2020 (the "Resolution").
This Note is transferable by the Registered Owner hereof in person or by his attorney
duly authorized in writing at the designated office of the Registrar in Oshkosh, Wisconsin, but
only in the manner, subject to the limitations and upon payment of the charges provided in the
Resolution, and upon surrender and cancellation of this Note. Upon such transfer a new Note or
Notes of the same maturity and interest rate of authorized denomination or denominations and
for a like aggregate principal amount, will be issued to the transferee in exchange for this Note.
The Notes are issuable in fully registered form in denominations of $5,000 each and
integral multiples thereof. This Note may be exchanged at the designated office of the Registrar
for a like aggregate principal amount of Notes of the same maturity and interest rate of other
authorized denominations, upon the terms set forth in the Resolution.
The City and the Registrar may deem and treat the registered owner hereof as the
absolute owner hereof for the purpose of receiving payment of or on account of principal hereof
and interest due hereon and for all other purposes and neither the City nor the Registrar shall be
affected by any notice to the contrary.
The Notes maturing on or after June 1, 2027, are subject to prepayment at the option of
the City, as a whole or in part in such order as the City may determine in integral multiples of
$5,000, less than all Notes of a single maturity to be selected by the Registrar, as provided in the
Resolution, in such manner as it shall deem fair and appropriate, on June 1, 2026, and on any
date thereafter, at a prepayment price of 100% of the principal amount thereof being prepaid plus
accrued interest to the date fixed for prepayment.
Notice of any intended prepayment shall be sent by first class mail, postage prepaid, not
less than thirty (30) days and not more than sixty (60) 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. Such notice of prepayment may
be conditional as provided in the Resolution. When so called for prepayment, this Note, or the
portion hereof being so called for prepayment, will cease to bear interest on the specified
prepayment date, provided funds for prepayment are on deposit at the place of payment on that
date, and shall not be deemed to be outstanding.
The following abbreviations, when used in the inscription on the face of the within Note, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT/TRANS MIN ACT-
Custodian
(Cust) (Minor)
TEN ENT- as tenants by the entirety under Uniform Gifts/Transfers to Minors
JT TEN- as joint tenants with right of Act
survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not listed above.
ASSIGNMENT
FOR VALuE RECEIVED, the undersigned hereby 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 substitution in the
premises.
Dated:
NOTICE: The signature to this Assignment must correspond with the name of the registered
owner as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
Signature guaranteed:
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in STAMP or such other "signature guaranty program" as may be
determined by the Registrar in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
Section 9. Sale of Notes. The sale of the Notes to Robert W. Baird & Co.,
Incorporated, Milwaukee, Wisconsin, at a price of $7,643,735.67, plus accrued interest to the
date of delivery, if any, is hereby confirmed. The City Treasurer of the City is hereby authorized
to deliver the Notes to said purchasers upon payment of the purchase price.
Section 10. 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, Winnebago
County, Wisconsin, a direct annual tax in amounts sufficient for that purpose, and there is hereby
levied upon all taxable property in the City the following direct annual tax in each of the years
and amounts,to-wit:
YEAR AMOUNT
2020 $1,030,420.84
2021 901,675.00
2022 785,450.00
2023 780,425.00
2024 784,800.00
2025 782,150.00
2026 777,750.00
2027 783,050.00
2028 778,050.00
2029 782,750.00
In each of said years from 2020 to 2029, inclusive, the direct annual tax above levied
shall be extended upon the tax rolls of the City in the same manner and time as taxes for general
City purposes, and when collected the proceeds of said taxes shall be deposited into the account
of the debt service fund established in favor of the Notes, to be used solely for paying the
principal of and interest on the Notes as long as any of the Notes remain outstanding.
Section 11. 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 12. Debt Service Fund. There has been ordered to be established in the City
Treasury a fund separate and distinct from all other funds of the City to be designated the "Debt
Service Fund, " which fund shall be used solely for the purpose of paying the principal of,
premium, if any, and interest on municipal obligations issued pursuant to Chapter 67, Wisconsin
Statutes, as supplemented and amended. There is hereby created, and there shall be deposited in,
an account known as the "Series 2020E Promissory Note Account, " to be held as a part of the
Debt Service Fund, all premium (net of any underwriter's discount), if any, and accrued interest
paid on the Notes at the time the Notes are delivered to the purchaser thereof, all money raised
by taxation pursuant to Section 10 hereof, and such other sums as may be necessary to pay the
interest on the Notes when the same shall become due and to retire the Notes at their respective
maturity dates.
Section 13. Use of Proceeds; No Arbitrage; Notes to Remain in Fully Registered Form;
No Reimbursement. The proceeds from the sale of the Notes shall be deposited in a special fund,
and used solely for the purposes for which the Notes are hereby authorized. Such proceeds from
the sale of the Notes shall be used only to pay the costs of the public projects, and the Governing
Body hereby covenants and agrees that said principal proceeds shall be devoted to and used with
due diligence for such purposes.
The City recognizes that the purchasers and owners of the Notes will have accepted them
on, and paid therefor a price which reflects, the understanding that the interest thereon is
excludible from gross income of the owners thereof for Federal income tax purposes 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 includible in gross income
of the owners thereof for Federal income tax purposes and that the principal proceeds of the sale
of the Notes shall be devoted to and used with due diligence for the purposes for which the Notes
are hereby authorized to be issued. The City agrees that, to the extent possible under state law, it
will comply with whatever Federal law is adopted in the future which applies to the Notes and
affects the tax-exempt status of the interest on the Notes.
The City Manager, the City Clerk, the City Treasurer/Finance Director or any of them,
are hereby authorized to execute on behalf of the City a Tax Exemption Certificate and
Agreement to assure the purchasers and owners of the Notes that the proceeds of the Notes are
not expected to be used in a manner which would or might result in the Notes being
"reimbursement bonds" issued in contravention of Section 1.103-18 of the United States
Treasury Department Regulations (the "Regulations") or"arbitrage bonds"under Section 148 of
the Code or the Regulations currently in effect or proposed. Such Tax Exemption Certificate and
Agreement shall constitute a representation, certification and covenant of the City, and shall be
incorporated herein by reference, and no use or 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 Tax Exemption Certificate and Agreement. Such Tax Exemption Certificate
and Agreement shall constitute an agreement of the City to follow certain covenants which may
require the City to take certain actions (including the payment of certain amounts to the United
States of America) or which may prohibit certain actions (including the establishment of certain
funds and accounts) under certain conditions as specified in such Tax Exemption Certificate and
Agreement.
The City further recognizes that Section 149(a) of the Code requires the Notes to be
issued and to remain in fully registered form in order that the interest thereon is excludible from
Federal gross income of the owners thereof under laws in force at the time the Notes are
delivered. In this connection, the City agrees that it will not take any action to permit the Notes
to be issued in, or converted into, bearer or coupon form.
Section 14. Duties of Registrar. If requested by the Registrar, the City Manager of the
City is hereby authorized to execute, and the City Clerk of the City is hereby authorized to attest
and to affix the official seal of the City, and said City Manager and City Clerk are hereby
authorized to deliver, the Registrar's standard form of agreement between the City and the
Registrar with respect to the obligations and duties of the Registrar hereunder, which shall
include the following:
(a) to act as Registrar, authenticating agent, paying agent and transfer agent as
provided herein;
(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 the interest on the Notes.
The City Clerk of the City is hereby directed to file a certified copy of this Resolution
with the Registrar.
The City covenants that it shall at all times retain a Registrar with respect to the Notes,
that it will maintain at the designated office of such Registrar a place or places where Notes may
be presented for payment or registration of transfer or exchange, and that it shall require that the
Registrar properly maintain the Note Register and perform the other duties and obligations
imposed upon it by this Resolution in a manner consistent with the standards, customs and
practices of the municipal securities industry.
The Registrar shall signify its acceptance of the duties and obligations imposed upon it by
this Resolution by executing the certificate of authentication on any Note, and by such execution
the Registrar, shall be deemed to have certified to the City that it has all requisite power to accept
and has accepted such duties and obligations. The Registrar is the agent of the City, and shall
not be liable in connection with the performance of its duties, except for its own negligence or
willful wrongdoing. The Registrar shall, however, be responsible for any representation in its
certificate of authentication on the Notes.
The Registrar may be removed at any time by the City by an instrument in writing
delivered to the Registrar.
In case the Registrar shall be removed, or shall be dissolved, or shall be in the course of
dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall
be taken under the control of any public officer or officers, or of a receiver appointed by a court,
a successor may be appointed by the City by an instrument in writing, a copy of which shall be
delivered to the retiring Registrar, the successor Registrar and the registered owners of the Notes.
The City shall mail notice of any such appointment made by it to each registered owner of any
Note within twenty (20) days after such appointment. Any Registrar appointed under the
provisions of this Section 14 shall be an officer of the City or a bank, trust company or national
banking association.
Any corporation or association into which the Registrar may be converted or merged, or
with which it may be consolidated, or to which it may sell or transfer its corporate trust business
as a whole or substantially as a whole, or any corporation or association resulting from any such
conversion, merger or consolidation to which it is a party, shall be and become successor
Registrar hereunder, and vested with all the duties, powers, discretions, immunities, privileges
and all other matters as was its predecessor, without the execution or filing of any instrument or
any further act, deed or conveyance on the part of any of the parties hereto, anything herein to
the contrary notwithstanding. Any such successor Registrar shall give notice thereof to the City
and the registered owners of the Notes.
Section 15. Continuing Disclosure Undertaking. The City Manager or the City
Treasurer/Finance Director of the City is hereby authorized, empowered and directed to execute
and deliver a Continuing Disclosure Undertaking with respect to the Notes (the "Continuing
Disclosure Undertaking") in substantially the form as the individual executing the Continuing
Disclosure Undertaking on behalf of the City shall approve, his or her execution thereof to
constitute conclusive evidence of his or her approval of the form of such Continuing Disclosure
Undertaking. When the Continuing Disclosure Undertaking is executed and delivered on behalf
of the City as herein provided, the Continuing Disclosure Undertaking will be binding on the
City and the officers, employees and agents of the City, and the officers, employees and agents
of the City are hereby authorized, empowered and directed to do all such acts and things and to
execute all such documents as may be necessary to carry out and comply with the provisions of
the Continuing Disclosure Undertaking, as executed. Copies of the Continuing Disclosure
Undertaking shall be placed in the official records of the City, and shall be available for public
inspection at the offices of the City. Notwithstanding any other provision of this Resolution to
the contrary, the sole remedy for failure to comply with the Continuing Disclosure Undertaking
shall be the ability of any beneficial owner of any Note to seek mandamus or specific
performance by court order to cause the City to comply with its obligations under the Continuing
Disclosure Undertaking.
Section 16. Other Documents. The City Manager, the City Clerk, the City
Treasurer/Finance Director and all other officers of the City are hereby authorized to execute all
documents and certificates (including without limitation any certificate or agreement executed to
comply with Rule 15c2-12 of the Securities and Exchange Commission) and to take all actions
as may be necessary in connection with the authorization, issuance, sale and delivery of the
Notes, the refunding of the Refunded Obligations and the performance of the obligations of the
City hereunder and to carry out and comply with the terms of this Resolution, including without
limitation an official statement describing the Notes and the City. This Resolution and all such
documents shall be in substantially the same form contemplated by this Resolution, with such
changes as shall be approved by the officers executing this Resolution and said documents, the
execution thereof to constitute conclusive proof of such approval.
Section 17. Prior Action. The action of the City Treasurer/Finance Director of the City
in causing the notice of the sale of the Notes to be published is hereby in all respects ratified and
confirmed.
Section 18. Severability. If any section, paragraph or provision of this Resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability or such
section, paragraph or provision shall not affect any of the remaining sections, paragraphs and
provisions of this Resolution.
Section 19. Conflicting Proceedings Superseded. All ordinances, resolutions or orders,
or parts thereof, heretofore enacted, adopted or entered, in conflict with the provisions of this
Resolution, shall be and in the same are hereby superseded to the extent of such conflict, and this
Resolution shall be in effect from and after its passage.
Adopted June 9, 2020.
Approved June 9, 2020.
Recorded June 9, 2020.
/s/
Mayor
Attest:
/s/
City Clerk