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HomeMy WebLinkAbout05-33.doc FEBRUARY 8, 200505-33RESOLUTION (CARRIED __7-0___ LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE:AUTHOIRZE $2,540,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2005 INITIATED BY:FINANCE DEPARTMENT R determining to borrow $2,540,000 and to issue General Obligation ESOLUTION Promissory Notes, Series 2005-B, of the City of Oshkosh, Winnebago County, Wisconsin, in such amount, providing details, prescribing the form of note, awarding the notes to the best bidder, 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 to 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 aggregate principal amount of $2,540,000 for the purposes of acquiring, constructing and improving sidewalks, traffic signals, public equipment and improvements to public lands and public buildings, and that the City issue its General Obligation Promissory Notes, Series 2005-B (the “Notes”) to evidence the indebtedness thereby incurred; and W, notice of the sale of the Notes was published on January 28, 2005, in The HEREAS Bond Buyer; and W, pursuant to the advertisement aforesaid, sealed bids were received for the HEREAS purchase of the Notes in the aggregate principal amount of $2,540,000 until 10:00 A.M., C.S.T. on February 8, 2005, and are as follows: NBTIR AME OF IDDERRUE NTEREST ATE Robert W. Baird & Co., Incorporated3.241910% A.G. Edwards & Sons, Inc.3.327537 Harris Trust and Savings Bank3.329695 ; and W, the bid of Robert W. Baird & Co., Incorporated, of Milwaukee, Wisconsin, HEREAS and associates at a price of $2,552,440.95 plus accrued interest to the date of delivery, was the best bid submitted, which bid is as follows: 05-33.doc 2126464 • CLJ • 2/9/05 N, T, Be It Resolved by the City Council of the City of Oshkosh, Winnebago OWHEREFORE 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, Series 2005-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 $2,540,000 aggregate principal amount of promissory notes is hereby authorized for the purpose of providing funds in an amount sufficient to finance the public purpose projects as set out in the preamble to this Resolution. The Notes shall be designated “General Obligation Promissory Notes, Series 2005-B,” shall be dated February 15, 2005, 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 2006 to 2014, inclusive, and in the principal amounts, and shall bear interest at the rates per annum, as follows: -2- PI RINCIPALNTEREST YAR EARMOUNTATE 2006$250,0003.00 % 2007255,0003.00 2008260,0003.00 2009265,0003.25 2010275,0003.375 2011295,0003.50 2012305,0003.50 2013310,0003.30 2014325,0003.40 Section 3.Interest; Payment Provisions. The Notes shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, at the interest rates set out above, such interest (computed upon the basis of a 360-day year consisting of twelve 30-day months) being payable on June 1 and December 1 of each year, commencing on December 1, 2005. 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 lawful 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 whose signature shall appear on any Note shall cease to be such officer before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Notes may be prepared in printed or typewritten form. All Notes shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Registrar as authenticating agent of the City and showing the date of authentication 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 this 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 authentication on all of the Notes issued under this Resolution. Section 5.Registration of Notes; Persons Treated as Owners. The City shall cause books (the “Note Register”) for the registration and for the transfer of the Notes as provided in this Resolution to be kept at the principal corporate office of the Registrar, which is hereby -3- constituted and appointed the registrar 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 fully 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 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 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 for 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 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 unprepaid portion of a Note surrendered for prepayment. 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 Company, 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 Notes maturing on and after December 1, 2013, shall be subject to prepayment at the option of the City, as a whole or in part in such order as the -4- City shall determine (less than all of the Notes of a single maturity to be selected by the Registrar, as hereinafter provided), on December 1, 2012, and on any date thereafter, at a prepayment price of 100% of the principal amount thereof being prepaid plus accrued interest to the date fixed for prepayment. The Notes shall be prepaid only in the principal amount of $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 the 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 Registrar 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.Prepayment 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 certified 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 such 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. -5- Prior to any prepayment date, the City shall deposit with the Registrar an amount of money sufficient to pay the prepayment price of all the Notes or portions of Notes which are to 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 date 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 moneys 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 therein 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 any 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 be 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 required 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 descriptive 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: -6- No. R-__________$__________ (FN-FS) ORM OF OTERONT IDE USA NITED TATES OF MERICA SW TATE OF ISCONSIN CW OUNTY OF INNEBAGO CO ITY OF SHKOSH GOPN, S2005-B ENERAL BLIGATION ROMISSORY OTEERIES See Reverse Side for Additional Provisions R ATE OF IMDDDCUSIP N NTERESTATURITY ATEATED ATEUMBER _____%December 1, ____February 15, 2005 Registered Owner: Principal Amount: K A M T P: That the City of Oshkosh in the County of NOWLLENBYHESERESENTS Winnebago and the State of Wisconsin (the “City”), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner hereinabove identified, or registered assigns as hereinafter provided, on the Maturity Date hereinabove identified the Principal Amount hereinabove identified and to pay interest (computed on the basis of a 360- day year consisting of twelve 30-day months) on such Principal Amount from the Dated Date hereinabove identified or from the most recent interest payment date to which interest has been paid at the Rate of Interest per annum hereinabove identified on June 1 and December 1 of each year, commencing on December 1, 2005, 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 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 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. -7- Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, and such further provisions shall for all purposes have the same effect as if set forth on the front side of this Note. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist, happen and be performed precedent to and in the issuance of this Note have been done, have existed, have happened and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Wisconsin; that this Note, together with all other indebtedness of the City, does not exceed any limitation prescribed by law; and that the City has levied a direct annual irrepealable tax sufficient to pay the interest hereon when it falls due and also to pay and discharge the principal hereof at maturity. The full faith, credit and resources of the City are hereby pledged for the payment of the principal of and interest on this Note and the issue of which it is a part as the same respectively become due and for the levy and collection of sufficient taxes for that purpose. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. I W W the City of Oshkosh, Winnebago County, Wisconsin, by its City NITNESSHEREOF Council, has caused this Note to be executed with the duly authorized manual or facsimile signature of its City Manager and with the duly authorized manual or facsimile signature of its City Clerk, and its official seal or a facsimile thereof to be impressed or reproduced hereon, as of the Dated Date hereinabove identified. City ClerkCity Manager [S] EAL -8- CA 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 2005-B, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: _________________ U.S. BNA, 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 2005-B, aggregating the principal amount of $2,540,000 (the “Notes”) and issued for the purposes of acquiring, constructing and improving, sidewalks, traffic signals, public 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 8, 2005 (the “Resolution”). This Note is transferable by the Registered Owner hereof in person or by his attorney 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 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 purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Registrar shall be affected by any notice to the contrary. The Notes maturing on and after December 1, 2013, are subject to prepayment at the option of the City, as a whole or in part in such order as the City may determine in integral multiples of $5,000, less than all Notes of a single maturity to be selected by the Registrar, as provided in the Resolution, in such manner as it shall deem fair and appropriate on -9- December 1, 2012, 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 certified 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 or at such other address as is furnished in writing by such registered owner to the Registrar. Such notice of prepayment may be conditional as provided in the Resolution. When so called for prepayment, this Note, or the portion hereof being so called for prepayment, will cease to bear interest on the specified prepayment date, provided funds for prepayment are on deposit at the place of payment on that date, and shall not be deemed to be outstanding. * * * * * The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations: TC-as tenants in commonUG/TMA- EN OMNIF IFTRANS IN CT ___________Custodian____________ (Cust)(Minor) TE-as tenants by the entiretyunder Uniform Gifts/Transfers to Minors EN NT JT-as joint tenants with rightAct____________________________ T EN of survivorship and not as(State) tenants in common Additional abbreviations may also be used though not listed above. -10- A SSIGNMENT F V R, the undersigned hereby sells, assigns and transfers unto ORALUEECEIVED _____________________________________________________________________ _____________________________________________________________________ (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 signature to this Assignment must correspond with the name of the OTICE registered owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. Signature guaranteed: ____________________ 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 Robert W. Baird & Co., Incorporated, of Milwaukee, Wisconsin, and associates, at the price of $2,552,440.95 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 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: YA EARMOUNT 2005$399,160.98 2006330,623.78 2007327,973.78 2008325,173.78 2009326,561.28 2010337,280.00 2011336,955.00 2012331,280.00 2013336,050.00 -11- In each of said years from 2005 to 2013, inclusive, the direct annual tax above levied shall be extended upon the tax rolls of the City in the same manner and time as taxes for general City purposes, and when collected the proceeds of said taxes shall be deposited into the account of the debt service fund established in favor of the Notes, to be used solely for paying the principal of and interest on the Notes as long as any of the Notes remain outstanding. Section 11.Sufficiency. Interest or principal maturing at any time during the life of the Notes when there shall be insufficient funds on hand from the above tax levy to pay the same shall be paid promptly when due from the general fund of the City, and said fund shall be reimbursed in a like amount out of the proceeds of taxes hereby levied when the same shall have been collected. Section 12.Debt Service Fund. There has been ordered to be established in the City Treasury a fund separate and distinct from all other funds of the City to be designated the “Debt Service Fund,” which fund shall be used solely for the purpose of paying the principal of, premium, if any, and interest on municipal obligations issued pursuant to Chapter 67, Wisconsin Statutes, as supplemented and amended. There is hereby created, and there shall be deposited in, an account known as the “Series 2005-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 the interest on the Notes when the same shall become due and to retire the Notes at their respective maturity dates. Section 13.Use of Proceeds; No Arbitrage; Notes to Remain in Fully Registered Form; No Reimbursement. The principal proceeds of the Notes shall be deposited in a special 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 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 may 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 authorized to be issued. The City agrees that, to the extent possible under state law, it will comply with whatever Federal law is adopted in the future which applies to the Notes and affects the tax-exempt status of the interest on the Notes. The City Manager, the City Clerk, the City Treasurer/Finance Director, or any of them, are hereby authorized to execute on behalf of the City a Tax Exemption Certificate and Agreement to assure the purchasers and owners of the Notes that the proceeds of the Notes are not expected to be used in a manner which would or might result in the Notes being “reimbursement bonds” issued in contravention of Section 1.103-18 of the United States Treasury Department Regulations (the “Regulations”) or “arbitrage bonds” under Section 148 of the Code or the Regulations currently in effect or proposed. Such Tax Exemption Certificate and Agreement shall constitute a representation, certification and covenant of the -12- City, and shall be incorporated herein by reference, and no use or investment of Note proceeds or of moneys accumulated to pay the Notes herein authorized shall be made in violation of the expectations prescribed by said Tax Exemption Certificate and Agreement. Such Tax Exemption Certificate and Agreement shall constitute an agreement of the City to follow certain covenants which may require the City to take certain actions (including the payment of certain amounts to the United States 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 Registrar. If requested by the Registrar, the City Manager of the City is hereby authorized to execute, and the City Clerk of the City is hereby authorized to attest and to affix the official seal of the City, and said City Manager and City Clerk are hereby authorized to deliver, the Registrar’s standard form of agreement between the City and the Registrar with respect to the obligations and duties of the Registrar hereunder, which shall include the following: (a)to act as Registrar, authenticating agent, paying agent and transfer agent as provided herein; (b)to give notice of prepayment of Notes as provided herein; (c)to cancel and destroy Notes which have been paid at maturity or upon earlier prepayment or submitted for exchange or transfer; (d)to furnish the City at least annually a certificate of destruction with respect to Notes cancelled and destroyed; and (e)to furnish the City at least annually an audit confirmation of Notes paid, Notes outstanding and payments made with respect to the interest on the Notes. 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. The Registrar may be removed at any time by the City by an instrument in writing delivered to the Registrar. -13- 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 writing, 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 hereby 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 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 executed and delivered on behalf of the City as herein provided, the Continuing Disclosure Undertaking will be binding on the City and the officers, employees and agents of the City, and the officers, employees and agents of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking, as executed. Copies of the Continuing Disclosure Undertaking shall be placed in the official records of the City, and shall be available for public inspection at the offices of the City. Notwithstanding any other provision of this Resolution to the contrary, the sole 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 Documents. The City Manager, the City Clerk, the City Treasurer/Finance Director and all other officers of the City are hereby authorized to execute all documents and certificates necessary in connection with the authorization and delivery of the Notes, including without limitation an official statement describing 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.Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability or such section, paragraph or provision shall not affect any of the remaining sections, paragraphs and provisions of this Resolution. -14- 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 8, 2005. Approved February 9, 2005. Recorded February 9, 2005. /s/ Mark L. Harris Mayor Attest: /s/ Pamela R. Ubrig City Clerk * * * (Other Business) There being no further business to come before the City Council it was moved by Council Member Castle, seconded by Council Member F. Tower, and unanimously carried that the City Council adjourn. /s/ Mark L. Harris Mayor Attest: /s/ Pamela R. Ubrig City Clerk -15- SW) TATE OF ISCONSIN ) SS. C W) OUNTYOFINNEBAGO 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 8, 2005; 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 $2,540,000 aggregate principal amount of General Obligation Promissory Notes, Series 2005-B, of said City, dated February 15, 2005. 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 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 February, 2005. _____________________________ City Clerk (S) EAL