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HomeMy WebLinkAbout03-367.docThe City Council of the City of Oshkosh, Winnebago County, Wisconsin, met in regular, open, public session at its regular meeting place on August 26, 2003, at 6:00 o’clock P.M., with the following members present: Paul Esslinger Mark Harris Shirley Mattox William Castle Frank Tower Brian Poeschl Stephen Hntz and the following members absent: n/a * * * * (Other Business) The City Clerk stated that one purpose of the meeting was the consideration of proposals received f or the purchase of $4,380,000 aggregate principal amount of General Obligation Refunding Promissory Notes, Series 2003 - F, of the City of Oshkosh, Winnebago County, Wisconsin, pursuant to sealed bids. Thereupon the following resolution was introduced by May or Stephen Hintz and, pursuant to motion made by Council Member Tower and seconded by Council Member Esslinger, was adopted by the following vote: Aye: Esslinger, Harris, Mattox, Castle, Tower, Poeschl, Hintz Nay: n/a Absent or Not Voting: n/a 03 - 367.doc 2111334• CLJ • 9 / 2 / 03 AUGUST 26, 2003 03 - 367 RESOLUTION R determining to issue $4,380,000 aggregate ESOLUTION principal amount of General Obligation Refunding Promissory Notes, Series 2003 - F, of the City of Oshkosh, Winnebago County, Wisconsin, providing details, prescribing the form o f note, awarding the notes to the best bidder, and levying taxes. W , by a resolution duly adopted on July 22, 2003, there have been HEREAS authorized to be issued not to exceed $5,000,000 general obligation promissory notes of the City of Oshkosh, Winnebago County, Wisconsin (the “City” ) for the public purposes of refunding certain outstanding municipal obligations of the City more particularly identified in Exhibit A attached hereto and made a part hereof (the “Prior Obligations” ); and W , notice of t he sale of said promissory notes for such purposes was HEREAS published on August 14, 2003, in The Bond Buyer ; and W , it is now necessary that said promissory notes be sold and issued for HEREAS the purposes aforesaid in the aggregate principal amount of $4,380,00 0; and W , pursuant to the advertisement aforesaid, sealed bids were received for HEREAS the purchase of said promissory notes in said amount until 10:00 A.M., C.D.T., on August 26, 2003, and are as follows: N B T I R AME OF IDDER RUE NTEREST ATE Hanifen Imhof f, Inc. (A Division of 2.531246% Stifel, Nicolaus & Company Incorporated) Legg Mason Wood Walker, Inc. 2.597236 Hutchinson, Shockey, Erley & Co. 2.626630 First Trust Portfolios 2.632428 Harris Trust and Savings Bank 2.647303 UBS Financial Services Inc . 2.657601 Wachovia Bank, National 2.703036 Association ; and - 2 - W , the bid of Hanifen Imhoff, Inc. (A Division of Stifel, Nicolaus & HEREAS Company Incorporated) of Denver, Colorado, and associates at a price of $4,413,237.62, plus accrued interest to the d ate of delivery, was the best bid submitted, which bid is as follows: - 3 - (Here Insert or Attach a True Copy of the Winning Bid) - 4 - 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 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 Ci ty, 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 2003 - F, authorized to be issued by the terms of thi s 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, of St. Paul, Minnesota, or a successor designated as Registr ar under this Resolution. “Resolution” shall mean this resolution as adopted by the Governing Body of the City. Section 2. Authorization . The issuance of $4,380,000 aggregate principal amount of Notes is hereby authorized for the purpose of providing fun ds in an amount sufficient to refund the Prior Obligations as set out in the preamble to this Resolution. The Notes shall be designated “General Obligation Promissory Notes, Series 2003 - F,” shall be dated September 15, 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 mo re 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 2004 to 2010, inclusive, in the principal amounts and shall bear interest at the rates per annum, as follows: - 5 - P I RINCIPAL NTEREST Y A R EAR MOUNT ATE 2004 $1,695,000 2.00 % 2005 825,000 2.00 2006 410,000 2.50 2007 330,000 2.75 2008 370,000 3.00 2009 355,000 3.25 2010 395,000 3.625 Section 3. Interest; Payment Provisions . The Notes shall bear inter est 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 Note shall be paid by check or draft of the Registrar to the person in whose name such Note is registered at the close of business on the first day of the calendar month in which the applicable interest payment date occurs. The principal of each Note shall be payable in lawful money of the United States of America only upon presentation and surrender of such Note at the principal corporate trust office of the Regis trar in St. Paul, Minnesota. The Notes may be prepared in printed or typewritten form. 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 wit h 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 signature shall appear on any Note shall cease to be such officer before the deliver y of such Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Notes shall have thereon a certificate of authentication substantially in the form hereinafte r set forth duly executed by the Registrar as authenticating agent of the City and showing the date of authentication 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, and such certificate of authentication upon any such Note shall be conclusive evidence that such Note has been authenticated and delivered under th is Resolution. The certificate of authentication on any Note shall be deemed to have been executed by the Registrar if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentica tion 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 - 6 - as provided in this Resolution to be kept at the principal corporate trust office of the Registrar, which is hereby constituted and appointed the registrar of the City with respect to the Notes herein authorized. Upon surrender for transfer of any Note at the principal corporate trust offi ce 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 fully registered Note or Notes of the same maturity and interest rate of authorized denomination or denominations, for a like aggregate principal amou nt. 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 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 Registrar shall thereby be authorized to authenticate, date and deliver such Note; provided, however, that the principal amount of the outstanding Notes aut henticated 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. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on any Note shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. 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 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 redemption. The City and/or the Registrar may enter into an agreement with a securities depository registered unde r 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 Notes, to establish procedures with respect to Notes owned by such S ecurities Depository. Such agreement may impose additional requirements on the Registrar with respect to the Notes. - 7 - Section 6. Prepayment . The Notes shall not be subject to prepayment prior to maturity at the option of the City. Section 7. Form of Note s . 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: (Form of Note — 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 G O ENERAL BLIGATION R P N , S 2003 - F EFUNDING ROMISSORY OTE ERIES R ATE OF I M D D D CUSIP N NTEREST ATURIT Y ATE ATED ATE UMBER December 1, ____ September 15, 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 acknowle dges 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 int erest (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, 2004, until said Principal Amount is paid. 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 - 8 - trust office of U.S. Bank National Association in St. Paul, Minnesota, as registrar and paying agent (the “Registrar” ). Payment of each installment of interest hereon shall be made to the Registered Owner hereof wh o shall appear on the registration books of the City maintained by the Registrar at the close of business on the first day of the calendar month in which the applicable interest payment date occurs, and shall be paid by check or draft of the Registrar mail ed 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, exis t, 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 pr incipal 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 colle ction 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. I W W the City of Oshkosh, Winnebago County, Wisconsin, by its N ITNESS HEREOF City 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 facsimil e thereof to be impressed or reproduced hereon, as of the Dated Date hereinabove identified. ____________________________ ________________________________ City Clerk City Manager [S ] EAL - 9 - 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 Refunding Promissory Notes, Series 2003 - F, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: _____________________ U.S. B N A , ANK ATIONAL SSOCIATION as Note Registrar By ________________________________ Authorized Officer [Form of Not e - Reverse Side] This Note is one of an authorized issue of General Obligation Refunding Promissory Notes, Series 2003 - F, aggregating the principal amount of $4,380,000 (the “Notes” ) issued for the purpose of refunding certain outstanding municipal obliga tions of the City 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 August 26, 2003 (the “Resolution” ). This Note is transferable by t he Registered Owner hereof in person or by his attorney duly authorized in writing at the principal corporate trust office of the Registrar in St. Paul, Minnesota, 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 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 p urpose 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. - 10 - The Notes are not subject to prepayment prior to mat urity at the option of the City. * * * 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: 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 Act___________________________ T EN of survivorship and not (State) as tenants in common Additional abbreviations may also be used though not listed above. 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 ther eof with full power of substitution in the premises. Dated: _________________________ ________________________________________________ N : The signature to this Assignment must correspond with the name of the OTICE registered owner as it appears upon the f ace 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 commercia l bank or trust company. - 11 - Section 8. Sale of Notes . The sale of the Notes to Hanifen Imhoff, Inc. (A Division of Stifel, Nicolaus & Company Incorporated) of Denver, Colorado, and associates, at the price of $4,413,237.62, 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 9. Tax Levy . In order to provide for the collection of a direct annual tax suffici ent 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 pu rpose, 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 $1,824,202.85 2004 897,781.25 2005 466,281.25 2006 376,031.25 2007 406,956.25 2008 380, 856.25 2009 409,318.75 In each of said years from 2003 to 2009, 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 10. 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 reimb ursed in a like amount out of the proceeds of taxes hereby levied when the same shall have been collected. Section 11. Debt Service Fund . There has been ordered to be established in the City Treasury a fund separate and distinct from all other funds of t he 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 amen ded. There is hereby created, and there shall be deposited in, an account known as the “Series 2003 - F Refunding 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 purchasers thereof; all money raised by taxation pursuant to Section 10 hereof; and - 12 - such other sums as may be necessary to pay interest on the Notes when the same shall become due and to retire the Notes at their respective maturity d ates. Section 12. Use of Proceeds; No Arbitrage; Notes to Remain in Registered Form; Reimbursement . The principal proceeds of the Notes shall be deposited in a special fund or funds held for the benefit of the owners of the Prior Obligations, and used so lely to pay the principal of and interest on the Prior Obligations within ninety (90) days of the date of issuance of the Notes. The City recognizes that the purchasers and owners of the Notes will have accepted them on, and paid therefor a price which ref lects, the understanding that the interest 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 ma y render the interest on any of the Notes 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 auth orized 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 Manage r, 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 14 8 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 investme nt 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 agr eement 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 ) 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 i s 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 co upon form. - 13 - Section 13. 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 author ized 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 cancel and destroy Notes which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (c) to furnish the City at least annually a certificate of destruction with re spect to Notes cancelled and destroyed; and (d) 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 m ay 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 consol idation 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 o r 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. The Registrar may b e 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 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. Section 14. 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 Conti nuing 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 - 14 - execution to constitute co nclusive 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 herein provided, the Continuing Disclosure Undertaking will be binding o n 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 ou t 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 performan ce by court order, to cause the City to comply with its obligations under the Continuing Disclosure Undertaking. Section 15. Other Documents . The City Manager, the City Clerk, the City Treasurer/Finance Director and all other officers of the City are her eby authorized to execute all documents and certificates necessary in connection with the authorization and delivery of the Notes, including without limitation an official statement describing the Notes and the City. Section 16. 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 17. 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 of such section, paragraph or provision shall not affect any of the remaining sections, paragraphs and provisions of this Resolution. Section 18. Conflicting Proceed ings 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 R esolution shall be in effect from and after its passage. Adopted August 26, 2003. Approved August 26, 2003. Recorded August 26, 2003. - 15 - /s/ Stephen Hintz Mayor A : TTEST /s/ Pamela R. Ubrig City Clerk - 16 - * * * (Other Business) There bei ng no further business to come before the City Council it was moved by Council Member Castle, seconded by Council Member Esslinger, and unanimously carried that the City Council adjourn. /s/ Stephen Hintz Mayor Attest: /s/ Pamela R. Ubrig City Clerk - 17 - E A XHIBIT P O RIOR BLIGATIONS I M SSUE ATURITIES $10,300,000 General Obligation Refunding 2004, 2005 Bonds, Series 1993 of the City of Oshkosh, Winnebago County, Wisconsin $540,000 General Obligation Promissory 2004 - 2010 Notes, Series 1993 - A of the City of Oshkosh , Winnebago County, Wisconsin $1,215,000 General Obligation Promissory 2004, 2005 Notes, Series 1996 - B of the City of Oshkosh, Winnebago County, Wisconsin $1,355,000 General Obligation Promissory 2004 - 2006 Notes, Series 1997 - B of the City of Oshko sh, Winnebago County, Wisconsin 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 offic ial 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 August 26, 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 $4,380,000 aggregate principal amount of General Obligation Refunding Promissory Notes, Series 2003 - F, of said C ity, dated September 15, 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 Notes has been recorded by me in a separate record book pursuant to the provisi ons 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