HomeMy WebLinkAbout03-42.docR N . 03 - 42
ESOLUTION O
R determining to borrow $2,615,000 and to issue
ESOLUTION
General Obligation Promissory Notes, Series 2003 - B, of the City
of Oshkosh, Winnebago County, Wisconsin, in such amount,
providing details, prescribing the form of note, awardin g the notes
to the best bidder, and levying taxes.
W , cities are authorized, pursuant to the provisions of Section 67.12(12),
HEREAS
Wisconsin Statutes , as supplemented and amended, to issue promissory notes for projects
undertaken for public purposes and t o refund municipal obligations; and
W , for the purpose of providing funds for the purpose of creating a fund from
HEREAS
which to pay the cost of projects, it is considered necessary and desirable by the City Council of
the City, that the City borrow the ag gregate principal amount of $2,615,000 for the purposes of
acquiring, constructing and improving sidewalks, traffic signals, equipment and improvements to
public lands and public buildings, and that the City issue its General Obligation Promissory
Notes, S eries 2003 - B (the “Notes” ) to evidence the indebtedness thereby incurred; and
W , notice of the sale of the Notes was published on January 30, 2003, in The
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Bond Buyer ; and
W , pursuant to the advertisement aforesaid, sealed bids were received for the
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purchase of the Notes in the aggregate principal amount of $2,615,000 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
Harris Trust and Savings Bank 3.227501%
RBC Dain Rauscher Inc. 3.292622
Wacho via Bank, National Association 3.303514
UBS PaineWebber Incorporated 3.337643
Robert W. Baird & Company, Inc. 3.355453
Banc One Capital Markets, Inc. 3.594663
; and
W , the bid of Harris Trust and Savings Bank, of Chicago, Illinois, and associates
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at a price of $2,615,003.95 plus accrued interest to the date of delivery, was the best bid
submitted, which bid is as follows:
03 - 42.doc
2105179 • 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 Oshk osh,
OW HEREFORE
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” 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.
“Note” or “Notes” shall mean one or more of the General Obligation Promissory Notes,
Se ries 2003 - B, 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 each mean U.S. Bank National Association in 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 $2,615,000 aggregate principal amount o f
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 preamble to this Resolution.
The Notes shall be designated “General Obligation Promissory Notes, Ser ies 2003 - B,”
shall be dated February 1, 2003, 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 serially on December 1
of each of the years 2004 to 2012, inclusive, and 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
2004 $185,000 2.125%
2005 270,000 2.25
2006 280,000 2.40
2007 290,000 2.70
2008 300,000 3.00
2009 305,000 3.30
2010 315,000 3.40
2011 330,000 3.60
2012 340,000 3.80
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 t he 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 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 next preceding the applicable interest payment date.
The principal of each Note shall be payable in la wful money of the United States of America
only upon presentation and surrender of the Notes at the principal corporate trust office of the
Registrar in Milwaukee, Wisconsin.
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 thereof. In case any officer who se 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 authent ication thereof. 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, a nd 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 Reg istrar if signed by an authorized officer
of the Registrar, but it shall not be necessary that the same officer sign the certificate of
authentication on all of the Notes issued under this Resolution.
Section 5. Registration of Notes; Persons Treated as O wners . The City shall cause
books (the “Note Register” ) for the registration and for the transfer of the Notes as provided in
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this Resolution to be kept at the principal corporate office of the Registrar, which is hereby
constituted and appointed the regi strar of the City with respect to the Notes herein authorized.
Upon surrender for transfer of any Note or Notes at the principal corporate trust office of
the Registrar duly endorsed by, or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Registrar duly executed by, the registered owner 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 f ully registered Note or Notes
of the same maturity and interest rate of authorized denomination or 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 aggrega te principal amount of Note or Notes of the same maturity and
interest rate of other authorized denomination or denominations. The execution by the City of
any fully registered Note shall constitute full and due authorization of such Note, and the
Registr ar shall thereby be authorized to authenticate, date and deliver such Note; provided,
however, that the principal amount of the outstanding Notes authenticated by the Registrar shall
never exceed the authorized principal amount of the Notes, less previous retirements.
The Registrar may, but shall not be required to, transfer or exchange any Note during the
period of fifteen (15) days next preceding any interest payment date on such Note, nor to transfer
or exchange any Note after notice calling such Note fo r prepayment has been mailed nor during
the period of fifteen (15) days next preceding mailing of a notice of prepayment of any Notes.
The person or persons in whose name any Note shall be registered shall be deemed and
regarded as the absolute owner there of for all purposes, and payment of the principal of,
premium (if any) or interest on any Note shall be made only to or upon the order of the registered
owner thereof or his legal representative. All such payments shall be valid and effectual to
satisfy a nd discharge the liability upon such Note to the extent of the sum or sums so paid.
The Registrar shall never register any Note to bearer.
No service charge shall be made for any transfer or exchange of Notes, but the City or the
Registrar may require paym ent of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Notes, except in the case of
the issuance of a Note or Notes for the unprepaid portion of a Note surrendered for prepay ment.
The City and/or the Registrar may enter into an agreement 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 Co mpany, which is
the record owner of the Notes, to establish procedures with respect to Notes owned by such
Securities Depository. Such agreement may impose additional requirements on the Registrar
with respect to the Notes.
Section 6. Prepayment . The No tes maturing on and after December 1, 2010, 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
herei nafter provided), on December 1, 2009, and on any date thereafter, at a prepayment price of
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100% of the principal amount thereof being prepaid plus accrued interest to the date fixed for
prepayment.
The Notes shall be prepaid only in the principal amount o f $5,000 each and integral
multiples thereof. At least forty - five (45) days prior to the date fixed for prepayment (unless a
shorter notice shall be satisfactory to the Registrar), the City shall notify the Registrar of such
date fixed for prepayment and of the principal amount and order of Notes to be prepaid on such
date. For purposes of any prepayment of less than all of the outstanding Notes of a single
maturity, the particular Notes or portions of Notes to be prepaid shall be selected by the Registra r
from the outstanding Notes of such maturity then outstanding by such method as the Registrar
shall deem fair and appropriate, and which may provide for the selection for prepayment of
Notes or portions of Notes in principal amounts of $5,000 and integral multiples thereof.
The Registrar shall promptly notify the City in writing of the Notes or portions of Notes
selected for prepayment and, in the case of any Note selected for partial prepayment, the
principal amount thereof to be prepaid.
Section 7. Prep ayment Procedure . Unless waived by any registered owner of Notes
(or portions thereof) to be prepaid, notice of the call for any such prepayment shall be given by
the Registrar on behalf of the City by mailing the prepayment notice by registered or certif ied
mail, postage prepaid, not less than thirty (30) days prior to the date fixed for prepayment to the
registered owner of the Note or Notes to be prepaid at the address shown on the Note Register or
at such other address as is furnished in writing by suc h registered owner to the Registrar. Failure
to give such notice by mailing to any owner of any Note, or any defect therein, shall not affect
the validity of any proceedings for the prepayment of any other Notes.
All notices of prepayment shall state:
(1 ) the date fixed for prepayment,
(2) the prepayment price,
(3) if less than all outstanding Notes are to be prepaid, the identification,
including CUSIP numbers (and, in the case of partial prepayment, the respective principal
amounts) of the Notes to be prepaid,
(4) that on the date fixed for prepayment the prepayment price will become
due and payable upon each such Note or portion thereof called for prepayment, and that
interest thereon shall cease to accrue from and after said date, and
(5) the place where such Notes are to be surrendered for payment of the
prepayment price, which place of payment shall be the principal corporate trust office of
the Registrar.
Prior to any prepayment date, the City shall deposit with the Registrar an amount of
money s ufficient to pay the prepayment price of all the Notes or portions of Notes which are to
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be prepaid on that date. With respect to an optional prepayment of any Notes, unless moneys
sufficient to pay the principal of and interest on the Notes to be prepaid 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 dat e fixed for prepayment. If such moneys are not received, such
notice shall be of no force and effect, the City shall not prepay such Notes and the Registrar shall
give notice, in the same manner in which the notice of prepayment was given, that such money s
were not so received and that such Notes will not be prepaid.
Notice of prepayment having been given as aforesaid, the Notes or portions of Notes so
to be prepaid shall, on the date fixed for prepayment, become due and payable at the prepayment
price t herein specified, and from and after such date (unless the City shall default in the payment
of the prepayment price), such Notes or portions of Notes shall cease to bear interest. Upon
surrender of such Notes for prepayment in accordance with said notice , such Notes shall be paid
by the Registrar at the prepayment price. Installments of interest due on or prior to the date fixed
for prepayment shall be payable as herein provided for the payment of interest. Upon surrender
for any partial prepayment of a ny Note, there shall be prepared for the registered owner a new
Note or Notes of the same maturity and interest rate in the amount of the unpaid principal. All
Notes which have been prepaid shall be cancelled and destroyed by the Registrar and shall not b e
reissued.
In addition to the prepayment notice required above, further notice of prepayment (the
“Additional Prepayment Notice” ) shall be given by the Registrar as set forth below, but no
defect in the Additional Prepayment Notice nor any failure to give all or any portion of the
Additional Prepayment Notice shall in any manner affect the effectiveness of a call for
prepayment if notice thereof is given as prescribed above.
Each Additional Prepayment Notice given hereunder shall contain the information
re quired above, plus (i) the date such notice required above has been or will be mailed; (ii) the
date of issuance of the Notes being prepaid, as originally issued; (iii) the maturity date of each
Note (or portion thereof) to be prepaid; and (iv) any other d escriptive information needed to
identify accurately the Notes being prepaid prior to maturity.
Each Additional Prepayment Notice shall be sent at least thirty (30) days before the date
fixed for prepayment by legible facsimile 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
prepayment of obligations such as the Notes.
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:
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No. R - __________ $__________
(F N - F S )
ORM OF OTE RONT IDE
U S A
NITED TATES OF MERICA
S W
TATE OF ISCONSIN
C W
OUNTY OF INNEBAGO
C O
ITY OF SHKOSH
G O P N , S 2003 - B
ENERAL BLIGATION ROMISSORY OTE ERIES
See Reverse Side
for Ad ditional
Provisions
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 T P : That the City of Oshkosh in the County of
NOW LL EN BY 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 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 principal corporate trust office of U.S.
Bank National 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 Registrar
at the cl ose 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 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 th e 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 pres cribed 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 obli gatory 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 Note to be executed with the duly autho rized 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 identi fied.
City Clerk City Manager
[S ]
EAL
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C A
ERTIFICATE OF UTHENTICATION
This Note is one of the Notes described in the within mentioned Resolution, and is one of
the General Obligation Promissory Notes, Series 2003 - B, of the City of Oshkosh, Winnebago
C ounty, Wisconsin.
Date of Authentication: _________________
U.S. B N A , as Note
ANK ATIONAL SSOCIATION
Registrar
________________________________ _______
Authorized Officer
[Form of Note - Reverse Side]
This Note is one of an authorized issue of General Obligation Promissory Notes, Series
2003 - B, aggregating the principal amount of $2,615,000 (the “Notes” ) and issued for the
purposes of acquiring, constructing and improving, sidewalks, traffic signals, equipment and
improvements to public lands and public buildings, 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 Note is transferable by the Registered Owner hereof in person or by his a ttorney
duly authorized 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 cance llation 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 Note s are issuable in fully registered form in denominations of $5,000 each and
integral multiples thereof. This Note may be exchanged at the principal corporate trust office of
the Registrar for a like aggregate principal amount of Notes of the same maturity 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 o f 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 and after December 1, 2010, are subject to prepayment at the
option of the C ity, 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 appropriat e on December 1,
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2009, 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 registered or certifie d mail, postage
prepaid, not less than thirty (30) days prior to the date fixed for prepayment to the registered
owner of each Note to be prepaid (in whole or in part) at the address shown on the registration
books of the City maintained by the Registrar o r 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 abbreviation s, 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:
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 Act___________________________
T EN
survivorship and not as (State)
tenants in common
Additional abbreviations may also be use d 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 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: ____________________
_______________________________
N : The sign ature to this Assignment must correspond with the name of the registered
OTICE
owner as it appears upon the face of the within Note in every particular, 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
OTICE
Exchange or a commercial bank or trust company.
Section 9. Sale of Notes . The sale of the Notes to Harris Trust and Savings Bank, of
Chicago, Illinois, and associates, at the price o f $2,615,003.95 plus accrued interest to the date of
delivery, 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 d irect 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:
Y A
EAR MOUNT
2003 $330,073.96
2004 345,200.00
2005 349,125 .00
2006 352,405.00
2007 354,575.00
2008 350,575.00
2009 350,510.00
2010 354,800.00
2011 352,920.00
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In each of said years from 2003 to 2011, inclusive, the direct annual tax above levied
shall be extended upon the tax rolls of the City in the same m anner 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 t he 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 estab lished 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 oblig ations 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 - B Promissory Note Account,” to be held as a part of the
Debt Service Fund , all premium, 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 interest on the Notes whe n 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 principal proceeds of the Notes shall be deposited in a spe cial fund, and
used solely for the purposes for which the Notes are hereby authorized.
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 intere st thereon is
excludible from Federal gross income of the owners thereof 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 Note s includible in Federal gross income of the
owners thereof 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 th at, 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/Fi nance 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 w ould 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 current ly in effect or proposed. Such Tax Exemption Certificate and
Agreement shall constitute a representation, certification and covenant of the City, and shall be
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incorporated herein by reference, and no use or investment of Note proceeds or of moneys
accumul ated 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 cov enants which may
require the City to take certain actions (including the payment of certain amounts to the United
States Treasury) or which may prohibit certain actions (including the establishment of certain
funds) 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 Registra r . 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
autho rized 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 interest on the Notes.
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.
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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 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 the
court, a successor may be appointed by the City by an instrument in writ ing, a copy of which
shall be delivered to the retiring Registrar, the successor Registrar 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 her eby authorized, empowered and directed to execute
and deliver the Continuing Disclosure Undertaking with respect to the Notes (the “Continuing
Disclosure Undertaking” ) in substantially the form as the individual executing the Continuing
Disclosure Undertak ing 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 executed and delivered on behalf of the City as
h erein 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 t hings 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 C ity, 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 o f 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 Documents . The City Manager, the City Clerk, the C ity
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
Notes, including without limitation an official statement d escribing the Notes and the City.
Section 17. Prior Action . The action of the City Treasurer/Finance Director of the City
in causing the notice of sale of the Notes to be published is hereby in all respects ratified and
confirmed.
Section 18. Severabili ty . 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, paragraph s 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
Attest:
/s/ Pamel a 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 tha t
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
$2,615,000 aggregate principal amount of General Obligation Promissory Notes, Series 2003 - B,
of said City, dated February 1, 2003.
I fu rther certify that a true and correct statement of every step or proceeding had or taken
to date in connection with the authorization of said Notes has been recorded by me in a separate
record 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