HomeMy WebLinkAbout03-43.docR N . 03 - 43
ESOLUTION O
R determining to issue $1,420,000 aggregate principal
ESOLUTION
amount of Taxable General Obligation Corporate Purpose Bonds,
Series 2003 - C, of the City of Oshkosh, Winnebago County,
Wisconsin, providing details, prescribing the form of bond,
awarding the bonds to the best bidder, and levying taxes.
W , by initial resolutions duly adopted on December 23, 2002, there have been
HEREAS
authorized to be issued not to exceed $4,080,100 general obligation bonds of the City of
Oshkosh, Winnebago County, Wisconsin (the “City” ) for the public purpose of providing
improvements in tax increment financing districts; and
W , notice of the sale of bonds for such purpose was published on January 30,
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2003, in The Bond Buyer ; and
W , the City is s imultaneously issuing bonds for such purpose in the aggregate
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principal amount of $2,660,100; and
W , it is now necessary that said bonds be sold and issued for the purposes
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aforesaid in the aggregate principal amount of $1,420,000; and
W , pursu ant to the advertisement aforesaid, sealed bids were received for the
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purchase of said bonds in said amount until 10:00 A.M., C.S.T., on February 11, 2003, and are as
follows:
N B T I R
AME OF IDDER RUE NTEREST ATE
UBS PaineWebber Incorporated 5.510361%
Bern ardi Securities, Incorporated 5.516882
Robert W. Baird & Company, Inc. 5.624241
; and
W , the bid of UBS PaineWebber Incorporated, of Chicago, Illinois, and associates
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at a price of $1,402,960, plus accrued interest to the date of delivery, was the best bid sub mitted,
which bid is as follows:
03 - 43.doc
2105187 • CLJ • 9 / 2 / 03
(Here Insert or Attach a True Copy of the Winning Bid)
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N , T , Be It Resolved by the City Council of the City of Oshkosh,
OW HEREFORE
Winnebago County, Wisconsin, as follows:
Section 1. Definitions . For all pur poses 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:
“Bond” or “ Bonds” shall mean one or more of the Taxable General Obligation
Corporate Purpose Bonds, Series 2003 - C, authorized to be issued by the terms of this Resolution.
“Bond Register” shall mean the books of the City kept by the Registrar to evidence the
registra tion and transfer of the Bonds.
“City” shall mean the City of Oshkosh, Winnebago County, Wisconsin, and any
successor to the duties or functions of the City.
“Code” means the Internal Revenue Code of 1986, as amended.
“Governing Body” shall mean the City Council of the City, or such other council, board,
commission or body, by whatever name known, which shall succeed to its powers.
“Registrar” shall mean U.S. Bank National Association, of Milwaukee, Wisconsin, 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 $1,420,000 aggregate principal amount of
Bonds is hereby authorized for the purpose of providing funds in an amount sufficient to finance
the public purpose projects as set out in the preamble to this Resolution.
The Bonds shall be designated “Taxable General Obligation Corporate Purpose Bonds,
Series 2003 - C,” shall be dated February 1, 2003, as originally issued , and shall also bear the date
of their authentication by the Registrar. The Bonds shall be in fully registered form, shall be in
denominations of $5,000 each and integral multiples thereof (but no single Bond shall represent
installments of principal mat uring on more than one date), shall be lettered “R” and numbered
consecutively starting with the number one, shall mature serially on December 1 of each of the
years 2005 to 2022, inclusive, in the principal amounts and shall bear interest at the rates per
annum, as follows:
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P I
RINCIPAL NTEREST
Y A R
EAR MOUNT ATE
2005 $50,000 3.25%
2006 55,000 3.50
2007 55,000 3.75
2008 60,000 4.00
2009 60,000 4.50
2010 65,000 5.00
2011 65,000 5.00
2013 140,000 5.00
2016 240,000 5.25
2019 285,000 5.50
2022 345,000 6.00
Section 3. Interest; Payment Provisions . The Bonds 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, 2004. Interest on each Bond shall be paid by check or draft of the
Registrar to the person in whose name such B ond is registered at the close of business on the
fifteenth day of the calendar month next preceding the applicable interest payment date. The
principal of each Bond shall be payable in lawful money of the United States of America only
upon presentation a nd surrender of such Bond at the principal corporate trust office of the
Registrar in Milwaukee, Wisconsin. The Bonds may be prepared in printed or typewritten form.
Section 4. Execution; Authentication . The Bonds 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 thereof. In case any officer whose signa ture shall appear on any Bond shall
cease to be such officer before the delivery of such Bond, such signature shall nevertheless be
valid and sufficient for all purposes, the same as if such officer had remained in office until
delivery.
All Bonds shall ha ve 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 thereof. No Bond shall be valid or obligatory for any purp ose
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 Bond shall be c onclusive evidence that such Bond has
been authenticated and delivered under this Resolution. The certificate of authentication on any
Bond 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 Bonds issued under this Resolution.
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Section 5. Registration of Bonds; Persons Treated as Owners . The City shall cause
books (the “Bond Register” ) for the re gistration and for the transfer of the Bonds 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 Bonds herein authorized .
Upon surrender for transfer of any Bond 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 ow ner thereof or his attorney
duly authorized in writing, the City shall execute and the Registrar shall authenticate, date and
deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the
same maturity and interest rate o f authorized denomination or denominations, for a like
aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at said
office of the Registrar for a like aggregate principal amount of Bond or Bonds of the same
maturity and interest rate of other authorized denomination or denominations. The execution by
the City of any fully registered Bond shall constitute full and due authorization of such Bond,
and the Registrar shall thereby be authorized to authenticate, date and deliver such Bond;
provided, however, that the principal amount of the outstanding Bonds authenticated by the
Registrar shall never exceed the authorized principal amount of the Bonds, less previous
retirements.
The Registrar may, but shall not be required to, transfer or exchange any Bond during the
period of fifteen (15) days next preceding any interest payment date on such Bond, nor to
transfer or exchange any Bond after notice calling such Bond for redemption prior to maturity
has been mailed nor during the period o f fifteen (15) days next preceding mailing of a notice of
redemption of any Bonds.
The person in whose name any Bond 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 Bond 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 Bond to the extent of the sum or sums so paid.
The Registrar shall never register any Bond to bearer.
No service charge shall be made for any transfer or exchange of Bonds, 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 Bonds, except in the
case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for
redemption.
The City and/or the Registrar may enter into an agreemen t with a securities depository
registered under Section 17A of the Securities Exchange Act of 1934, as amended (the
“Securities Depository” ), including without limitation The Depository Trust Company, which is
the record owner of the Bonds, to establish pr ocedures with respect to Bonds owned by such
Securities Depository. Such agreement may impose additional requirements on the Registrar
with respect to the Bonds.
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Section 6. Prior Redemption . The Bonds maturing on and after December 1, 2013,
shall be sub ject to redemption prior to maturity at the option of the City, as a whole or in part in
such order as the City may determine (less than all of the Bonds of a single maturity to be
selected by the Registrar as hereinafter provided), on December 1, 2012, an d on any date
thereafter, at a redemption price of 100% of the principal amount thereof being redeemed plus
accrued interest to the date fixed for redemption.
As and for a sinking fund for the mandatory redemption of the Bonds maturing on
December 1, 201 3, the City shall redeem (after credit as provided below) said Bonds in part in
the manner hereinafter provided at a redemption price of 100% of the principal amount thereof
being redeemed, in the principal amount of $65,000 on December 1, 2012. If said B onds
maturing on December 1, 2013, shall have been called for redemption in part from a source other
than from a mandatory sinking fund payment, then the amount of the remaining annual sinking
fund installments for such Bonds of the same maturity shall be reduced by crediting the principal
amount of such Bonds so redeemed against such sinking fund installments in any order of
maturity specified by the City (each sinking fund install ment to be treated as a maturity), and the
principal amount of such Bonds t o be redeemed by operation of such mandatory sinking fund
redemption on any such date will be accordingly reduced.
As and for a sinking fund for the mandatory redemption of the Bonds maturing on
December 1, 2016, the City shall redeem (after credit as prov ided below) said Bonds in part in
the manner hereinafter provided at a redemption price of 100% of the principal amount thereof
being redeemed, in the principal amounts on December 1 of the years, as follows:
P
RINCIPAL
Y A
EAR MOUNT
2014 $80,000
2015 80,000
If said Bonds maturing on December 1, 2020, shall have been called for redemption in part from
a source other than from a mandatory sinking fund payment, then the amount of the remaining
annual sinking fund installments for such Bonds of the same maturity shall be reduced by
crediting the principal amount of such Bonds so redeemed against such sinking fund installments
in any order of maturity specified by the City (each sinking fund install ment to be treated as a
maturity), and the principal amo unt of such Bonds to be redeemed by operation of such
mandatory sinking fund redemption on any such date will be accordingly reduced.
As and for a sinking fund for the mandatory redemption of the Bonds maturing on
December 1, 2019, the City shall redeem (a fter credit as provided below) said Bonds in part in
the manner hereinafter provided at a redemption price of 100% of the principal amount thereof
being redeemed, in the principal amounts on December 1 of the years, as follows:
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P
RINCIPAL
Y A
EAR MOUNT
2017 $90,000
2018 95,000
If said Bonds maturing on December 1, 2018, shall have been called for redemption in part from
a source other than from a mandatory sinking fund payment, then the amount of the remaining
annual sinking fund installments for s uch Bonds of the same maturity shall be reduced by
crediting the principal amount of such Bonds so redeemed against such sinking fund installments
in any order of maturity specified by the City (each sinking fund install ment to be treated as a
maturity), and the principal amount of such Bonds to be redeemed by operation of such
mandatory sinking fund redemption on any such date will be accordingly reduced.
As and for a sinking fund for the mandatory redemption of the Bonds maturing on
December 1, 2022, the City shall redeem (after credit as provided below) said Bonds in part in
the manner hereinafter provided at a redemption price of 100% of the principal amount thereof
being redeemed, in the principal amounts on December 1 of the years, as follows:
P
RINCIPAL
Y A
EAR MOUNT
2020 $105,000
2021 115,000
If said Bonds maturing on December 1, 2022, shall have been called for redemption in part from
a source other than from a mandatory sinking fund payment, then the amount of the remaining
annual sinking fu nd installments for such Bonds of the same maturity shall be reduced by
crediting the principal amount of such Bonds so redeemed against such sinking fund installments
in any order of maturity specified by the City (each sinking fund install ment to be tre ated as a
maturity), and the principal amount of such Bonds to be redeemed by operation of such
mandatory sinking fund redemption on any such date will be accordingly reduced.
The Bonds shall be redeemed only in the principal amount of $5,000 each and inte gral
multiples thereof. At least forty - five (45) days prior to the date fixed for redemption (unless a
shorter notice shall be satisfactory to the Registrar), the City shall notify the Registrar of such
date fixed for redemption and of the order and the p rincipal amount of Bonds to be redeemed.
For purposes of any redemption of less than all of the outstanding Bonds of a single maturity, the
particular Bonds or portions of Bonds to be redeemed shall be selected by the Registrar from the
outstanding Bonds of such maturity then outstanding by such method as the Registrar shall deem
fair and appropriate, and which may provide for the selection for redemption of Bonds or
portions of Bonds in principal amounts of $5,000 and integral multiples thereof.
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The Regis trar shall promptly notify the City in writing of the Bonds or portions of Bonds
selected for redemption prior to maturity and, in the case of any Bond selected for partial
redemption, the principal amount thereof to be redeemed.
Section 7. Redemption Pro cedure . Unless waived by any registered owner of Bonds
(or portions thereof) to be redeemed, notice of the call for any such redemption prior to maturity
shall be given by the Registrar on behalf of the City by mailing the redemption notice by
registered or certified mail, postage prepaid, not less than thirty (30) days prior to the date fixed
for redemption to the registered owner of the Bond or Bonds to be so redeemed at the address
shown on the Bond Register or at such other address as is furnished in w riting by such registered
owner to the Registrar. Failure to give such notice by mailing to any owner of any Bond, or any
defect therein, shall not affect the validity of any proceedings for the redemption of any other
Bonds.
All notices of redemption sha ll state:
(1) the date fixed for redemption,
(2) the redemption price,
(3) if less than all outstanding Bonds are to be redeemed, the identification,
including CUSIP numbers (and, in the case of partial redemption, the respective principal
amounts) of t he Bonds to be redeemed,
(4) that on the date fixed for redemption the redemption price will become
due and payable upon each such Bond or portion thereof called for redemption, 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
redemption price, which place of payment shall be the principal corporate trust office of
the Registrar.
Prior to any date fixed for redemption, the City shall deposit with the Regis trar an amount
of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are
to be redeemed on that date. With respect to an optional redemption of any Bonds, unless
moneys sufficient to pay the principal of and interest on the Bonds to be redeemed shall have
been received by the Registrar prior to the giving of such notice of redemption, such notice may,
at the option of the City, state that said redemption shall be conditional upon the receipt of such
moneys by the Regis trar on or prior to the date fixed for redemption. 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 redemption was given,
that such moneys were not so received and that such Bonds will not be redeemed.
Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so
to be redeemed shall, on the date fixed for redemption, become due and payabl e at the
redemption price therein specified, and from and after such date (unless the City shall default in
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the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption in a ccordance with said notice, such
Bonds shall be paid by the Registrar at the redemption price. Installments of interest due on or
prior to the date fixed for redemption shall be payable as herein provided for the payment of
interest. Upon surrender for a ny partial redemption of any Bond, there shall be prepared for the
registered owner a new Bond or Bonds of the same maturity and interest rate in the amount of
the unpaid principal. All Bonds which have been redeemed shall be cancelled and destroyed by
th e Registrar, and shall not be reissued.
In addition to the redemption notice required above, further notice of redemption (the
“Additional Redemption Notice” ) shall be given by the Registrar as set forth below, but no
defect in the Additional Redemption No tice nor any failure to give all or any portion of the
Additional Redemption Notice shall in any manner affect the effectiveness of a call for
redemption if notice thereof is given as prescribed above.
Each Additional Redemption Notice given hereunder shal l contain the information
required above, plus (i) the date such notice required above has been or will be mailed; (ii) the
date of issuance of the Bonds being redeemed, as originally issued; (iii) the maturity date of each
Bond (or portion thereof) to be redeemed; and (iv) any other descriptive information needed to
identify accurately the Bonds being redeemed prior to maturity.
Each Additional Redemption Notice shall be sent at least thirty (30) days before the date
fixed for redemption by legible facsimi le transmission, registered or certified mail (postage
prepaid) or overnight delivery service to The Depository Trust Company of New York, New
York, and to at least two (2) national information services that disseminate notices of redemption
of obligations such as the Bonds.
Section 8. Form of Bonds . The Bonds, 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 variatio ns, omissions and insertions as permitted
or required by this Resolution:
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(Form of Bond — Front Side)
No. R - __________ $______________
U S A
NITED TATES OF MERICA
S W
TATE OF ISCONSIN
C W
OUNTY OF INNEBAGO
C O
ITY OF SHKOSH
T G O
AXABLE ENERAL BLIGATION
C P B , S 2003 - C
ORPORATE URPO SE OND ERIES
R
ATE OF
I M D D D CUSIP N
NTEREST ATURITY ATE ATED ATE UMBER
December 1, ____ February 1, 2003 __________
Registered Owner:
Principal Amount:
K A M B T P : That the City of Oshkosh in the County of
NOW LL EN Y HESE RESENTS
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 Princi pal
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 in terest 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, 2004, until said Principal Amount is paid, except as the provisions
hereinafter set forth with respect to redemption prior to maturity may be and become applicable
to this Bond.
The principal of this Bond is payable in lawful money of the United States of America
only upon presentation and surrender of this Bond at the principal corporate trust office of U.S.
Bank Nation al Association in Milwaukee, Wisconsin, as registrar and paying agent (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 R egistrar
at the close of business on the fifteenth day of the calendar month next preceding the applicable
interest payment date, and shall be paid by check or draft of the Registrar mailed to such
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Registered Owner at his address as it appears on such regi stration 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 Bond set forth on the reverse
side hereof, and such further provisions shall for al l purposes have the same effect as if set forth
on the front side of this Bond
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 Bo nd 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 Bond, together with
all other indebtedness of the City, does not exceed an y 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 th e City are hereby pledged for the payment of the
principal of and interest on this Bond 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 Bond shall not be val id or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Registrar.
I W W the City of Oshkosh, Winnebago County, Wisconsin, by its City
N ITNESS HEREOF
Council, has caused this Bond to be executed wi th 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 h ereinabove identified.
________________________________ ________________________________ ____
City Clerk City Manager
[S ]
EAL
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C A
ERTIFICATE OF UTHENTICATION
This Bond is one of the Bonds described in the within mentioned Resolution, and is one
of the Taxable General Obligation Corporate Purpose Bonds, Series 2003 - C, of the City of
Oshkosh, Winnebago County, Wisconsin.
Date of Authentication: _____________________
U.S. B N A ,
ANK ATIONAL SSOCIATION
as Bond Registrar
By ________________________________ ____
Authorized Officer
[Form of Bond - Reverse Side]
This Bond is one of an authorized issue of Taxa ble General Obligation Corporate
Purpose Bonds, Series 2003 - C, aggregating the principal amount of $1,420,000 (the “Bonds” )
issued for the purpose of providing improvements in tax increment financing districts, pursuant
to and in all respects in compliance with Chapter 67, Wisconsin Statutes, as supplemented and
amended and a resolution adopted by the City Council of the City on February 11, 2003 (the
“Resolution” ).
This Bond is transferable by the Registered Owner hereof in person or by his attorney
duly a uthorized in writing at the principal corporate trust office of the Registrar in Milwaukee,
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 thi s Bond. Upon such
transfer a new Bond or Bonds 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 Bond.
The Bonds are issuable in fully registered form in denominations of $5,000 each and
integral multiples thereof. This Bond may be exchanged at the principal corporate trust office of
the Registrar for a like aggregate principal amount of Bonds of the same maturity and interest
r ate 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 her eof
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.
Bonds of the issue of which this Bond is one maturing on and after December 1, 2013,
are subject to redemption pr ior to maturity 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 the Bonds of a
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single maturity to be selected by the Registrar, as provided in the Resolution, in such m anner as
it shall deem fair and appropriate, on December 1, 2012, and on any date thereafter, at a
redemption price of 100% of the principal amount thereof being redeemed plus accrued interest
to the date fixed for redemption.
As and for a sinking fund for the mandatory redemption of the Bonds maturing on
December 1, 2013, the City shall redeem (after credit as provided below) said Bonds in part in
the manner hereinafter provided at a redemption price of 100% of the principal amount thereof
being redeemed, in the principal amount of $65,000 on December 1, 2012. If said Bonds
maturing on December 1, 2013, shall have been called for redemption in part from a source other
than from a mandatory sinking fund payment, then the amount of the remaining annual sinki ng
fund installments for such Bonds of the same maturity shall be reduced by crediting the principal
amount of such Bonds so redeemed against such sinking fund installments in any order of
maturity specified by the City (each sinking fund install ment to b e treated as a maturity), and the
principal amount of such Bonds to be redeemed by operation of such mandatory sinking fund
redemption on any such date will be accordingly reduced.
As and for a sinking fund for the mandatory redemption of the Bonds maturin g on
December 1, 2016, the City shall redeem (after credit as provided below) said Bonds in part in
the manner hereinafter provided at a redemption price of 100% of the principal amount thereof
being redeemed, in the principal amounts on December 1 of the years, as follows:
P
RINCIPAL
Y A
EAR MOUNT
2014 $80,000
2015 80,000
If said Bonds maturing on December 1, 2020, shall have been called for redemption in
part from a source other than from a mandatory sinking fund payment, then the amount of the
rem aining annual sinking fund installments for such Bonds of the same maturity shall be reduced
by crediting the principal amount of such Bonds so redeemed against such sinking fund
installments in any order of maturity specified by the City (each sinking fun d install ment to be
treated as a maturity), and the principal amount of such Bonds to be redeemed by operation of
such mandatory sinking fund redemption on any such date will be accordingly reduced.
As and for a sinking fund for the mandatory redemption o f the Bonds maturing on
December 1, 2019, the City shall redeem (after credit as provided below) said Bonds in part in
the manner hereinafter provided at a redemption price of 100% of the principal amount thereof
being redeemed, in the principal amounts on December 1 of the years, as follows:
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P
RINCIPAL
Y A
EAR MOUNT
2017 $90,000
2018 95,000
If said Bonds maturing on December 1, 2013, shall have been called for redemption in part from
a source other than from a mandatory sinking fund payment, then the amount of the remaining
annual sinking fund installments for such Bonds of the same maturity shall be reduced by
crediting the principal amount of such Bonds so redeemed against such sinking fund installments
in any order of maturity specified by the C ity (each sinking fund install ment to be treated as a
maturity), and the principal amount of such Bonds to be redeemed by operation of such
mandatory sinking fund redemption on any such date will be accordingly reduced.
As and for a sinking fund for the m andatory redemption of the Bonds maturing on
December 1, 2022, the City shall redeem (after credit as provided below) said Bonds in part in
the manner hereinafter provided at a redemption price of 100% of the principal amount thereof
being redeemed, in the principal amounts on December 1 of the years, as follows:
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P
RINCIPAL
Y A
EAR MOUNT
2020 $105,000
2021 115,000
If said Bonds maturing on December 1, 2022, shall have been called for redemption in
part from a source other than from a mandatory sink ing fund payment, then the amount of the
remaining annual sinking fund installments for such Bonds of the same maturity shall be reduced
by crediting the principal amount of such Bonds so redeemed against such sinking fund
installments in any order of matu rity specified by the City (each sinking fund install ment to be
treated as a maturity), and the principal amount of such Bonds to be redeemed by operation of
such mandatory sinking fund redemption on any such date will be accordingly reduced.
Notice of an y intended redemption shall be sent by registered or certified mail, postage
prepaid, not less than thirty (30) days prior to the date fixed for redemption to the registered
owner of each Bond to be redeemed (in whole or in part) at the address shown on th e 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 redemption may be conditional as
provided in the Resolution. When so called for red emption, this Bond, or the portion hereof
being so called for redemption, will cease to bear interest on the specified redemption date,
provided funds for redemption are on deposit at the place of payment on that date, and shall not
be deemed to be outstan ding.
* * *
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
T C - as tenants in common U G /T M A -
EN OM NIF IFT RANS IN CT
_________Custodian _________
(Cust) (Minor)
T E - as tenants by the entirety under Uniform Gifts/Transfers to Minors
EN NT
J T - as joint tenants with right of Ac t______________________________
T EN
survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not listed above.
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A
SSIGNMENT
F V R , the undersigned hereby sells, assigns and transfers unto
OR ALUE ECEIVED
________________________________ ________________________________ ______________
________________________________ ________________________________ ______________
(Name and Address of Assignee)
the within Bond, and doe s hereby irrevocably constitute and appoint _______________________
_____________________________________________________ , or its successor as Registrar, to transfer the
said Bond on the books kept for registration thereof with full power of substitution i n the
premises.
Dated: _________________________
________________________________________________
N : The signature to this Assignment must correspond with the name of the registered
OTICE
owner as it appears upon the face of the within Bond in every parti cular, without
alteration or enlargement or any change whatever.
Signature guaranteed: ____________________________
N : Signature(s) must be guaranteed by a member firm of the New York Stock Exchange
OTICE
or a commercial bank or trust company.
Section 9. Sale of Bonds . The sale of the Bonds to UBS PaineWebber Incorporated, of
Chicago, Illinois, and associates, at the price of $1,402,960 plus accrued interest to the date of
delivery, is hereby confirmed. The City Treasurer of the City is hereby authorized to deliver the
Bonds 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 Bonds 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:
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Y A
EAR MOUNT
2003 $134,177.08
2004 123,187.50
2005 126,562.50
2006 124,637.50
2007 127,575.00
2008 125,175.00
2009 127,475.00
2010 124,225.00
2011 120,975.00
2012 127,725.00
2013 128,975 .00
2014 124,775.00
2015 120,575.00
2016 126,375.00
2017 126,425.00
2018 126,200.00
2019 125,700.00
2020 129,400.00
2021 132,500.00
In each of said years from 2003 to 2021, inclusive, the direct annual tax above levied
shall be extended upon the t ax 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 Bonds, to be used solely for paying the
principal of and interest on the Bonds as long as any of the Bonds remain outstanding.
Section 11. Sufficiency . Interest or principal maturing at any time during the life of the
Bonds 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 an y, 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 2003 - C Taxable Corporate Purpose Bond Accoun t,” to be held
as a part of the Debt Service Fund, all premium, if any, and accrued interest paid on the Bonds at
the time the Bonds are delivered to the purchasers thereof; all money raised by taxation pursuant
to Section 10 hereof; and such other sums as may be necessary to pay interest on the Bonds when
the same shall become due and to retire the Bonds at their respective maturity dates.
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Section 13. Use of Proceeds . The principal proceeds of the Bonds shall be deposited in
a special fund, and used sole ly for the purposes for which the Bonds are hereby authorized.
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 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 redemption of Bonds as provided herein;
(c) to cancel and destroy Bonds which have been paid at maturity or upon
earlier redemption o r submitted for exchange or transfer;
(d) to furnish the City at least annually a certificate of destruction with respect
to Bonds cancelled and destroyed; and
(e) to furnish the City at least annually an audit confirmation of Bonds paid,
Bonds outstandi ng and payments made with respect to interest on the Bonds.
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 whol e 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, imm unities, 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 Bonds.
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 be di ssolved, 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
Bonds.
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 the Continuing Disclosure Undertaking with respect to the Bonds (the “Continuing
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Disclosure Undertaking” ) in substantially the form as the individua l executing the Continuing
Disclosure Undertaking on behalf of the City shall approve, his execution to constitute
conclusive evidence of his approval of the form of such Continuing Disclosure Undertaking.
When the Continuing Disclosure Undertaking is exe cuted 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, em powered 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 sh all 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 remedies for failure to comply with the Continuing Disclosure Undertaking shall be the
ability of any beneficial owner of any Bond 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 Docum ents . 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 necessary in connection with the authorization and delivery of the
Bonds, includ ing without limitation an official statement describing the Bonds and the City.
Section 17. Prior Action . The action of the City Treasurer/Finance Director of the City
in causing the notice of the sale of the Bonds to be published is hereby in all respec ts 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 n ot affect any of the remaining sections, paragraphs and
provisions of this Resolution.
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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 February 11, 2003.
Approved February 11, 2003.
Recorded February 11 , 2003.
/s/ Stephen Hintz
Mayor
A :
TTEST
/s/ Pamela R. Ubrig
City Clerk
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S W )
TATE OF ISCONSIN
) SS.
C W )
OUNTY OF INNEBAGO
I, Pamela R. Ubrig, hereby certify that I am the duly qualified and acting City Clerk of
the City of Oshkosh, Winnebago County, 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 February 11, 2003; 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
$1,420,000 aggregate principal amount of Taxable General Obligation Corporate Purp ose Bonds,
Series 2003 - C, of said City, dated February 1, 2003.
I further certify that a true and correct statement of every step or proceeding had or taken
to date in connection with the authorization of said Bonds has been recorded by me in a separate
re cord book pursuant to the provisions of Section 67.05(12), Wisconsin Statutes, as
supplemented and amended.
W my official signature and the official seal of said City this ____ day of
ITNESS
______________, 2003.
________________________________ _
City Clerk
( S )
EAL