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Home My WebLink About01. 19-539 OCTOBER 8, 2019 19-539 RESOLUTION (CARRIED 7-0 LOST LAID OVER WITHDRAWN ) PURPOSE: RESOLUTION AUTHORIZING AMENDMENTS TO $8,700,000 CITY OF OSHKOSH, WISCONSIN REVENUE BONDS, SERIES 2017A AND 2017E (OSHKOSH COMMUNITY YOUNG MEN'S CHRISTIAN ASSOCIATION INC. PROJECT) ISSUED ON APRIL 25, 2017 INITIATED BY: CITY ADMINISTRATION WHEREAS, the City of Oshkosh, Wisconsin (the "Issuer") has heretofore entered into a Bond Agreement dated as of April 1, 2017 (the "Bond Agreement") by and among the Issuer, Oshkosh Community Young Men's Christian Association, Inc., a Wisconsin nonstock, nonprofit corporation (the "Borrower"), Bank First, N.A., f/k/a Bank First National, as trustee (the "Trustee"), and Bank First Investments, Inc. (the "Ord Purchaser"), relating to the issuance of $8,700,000 City of Oshkosh, Wisconsin Revenue Bonds, Series 2017A and 2017E (Oshkosh Community Young Men's Christian Association, Inc. Project) (the "Bonds"); WHEREAS, the Issuer loaned the proceeds of the Bonds to the Borrower for the purpose of financing a project on behalf of the Borrower consisting of the (i) construction of an approximately 78,000 square foot facility located at 324 Washington Avenue, Oshkosh, Wisconsin ("Washington Avenue Facility"), construction of a parking lot at the Washington Avenue Facility, and the acquisition and installation of furniture, fixtures and equipment at the Washington Avenue Facility, (ii) resurfacing of existing parking lot at the Borrower's facility located at 3303 West 201h Avenue, Oshkosh, Wisconsin(the "201h Avenue Facility") and construction of an additional parking lot at the 201h Avenue Facility, and (iii) payment of professional fees and costs; WHEREAS,the Bonds were issued in the aggregate principal amount of$8,700,000 in two series as follows: (i) Series 2017A Bonds in the principal amount of$2,000,000 (the "Series 2017A Bonds") and (ii) Series 2017E Bonds in the principal amount of$6,700,000 (the "Series 2017E Bonds"); OCTOBER 8, 2019 19-539 RESOLUTION CONT'D WHEREAS, the Series 2017A Bonds have been fully paid and are no longer outstanding; WHEREAS, the outstanding principal balance of the Series 2017E Bonds is $5,720,370 as of the date of the Amendment (as defined below), and the Original Purchaser is the owner of 100% of the Series 2017E Bonds; WHEREAS,the Borrower and the Original Purchaser wish to modify certain terms and provisions of the Series 2017E Bonds and the Bond Agreement pursuant to a First Amendment to Bond Agreement (the "Amendment") resulting in a reissuance of the Series 2017E Bonds, and the effect of the amendments will be to (i) modify the interest rate and reset provisions relating to Series 2017E Bonds, (ii) extend the maturity date of the Series 2017E Bonds and (iii) pay costs of issuance in the amount of $10,000 to be financed with the Series 2017E Bonds in connection with the reissuance of the Series 2017E Bonds; WHEREAS, to give effect to such modifications, the Borrower and the Original Purchaser have requested that the Issuer amend the Bond Agreement and refund its Series 2017E Bonds in the principal amount of$5,730,370 (the "Reissued Bonds"); and WHEREAS, it is a requirement of the Bond Agreement that any such amendment of the Bond Agreement and the Series 2017E Bonds be approved by the Issuer. NOW THEREFORE, BE IT RESOLVED by the governing body of the Issuer as follows: Section 1. Findings and Determinations. 1.01 It is hereby found and determined that under the provisions of the Act, the Reissued Bonds shall remain as special, limited obligations of the Issuer. The Reissued Bonds shall not be the debt or obligation of the Issuer, the State of Wisconsin or any political subdivision thereof, do not constitute or give rise to charges against the Issuer's general credit or taxing powers, are not payable in any manner from revenues raised by taxation, and do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction of the Issuer, the State of Wisconsin or any political subdivision or public body thereof, but shall be payable solely from the OCTOBER 8, 2019 19-539 RESOLUTION CONT'D payments and other revenues derived from the Borrower as described in the Bond Agreement. 1.02 A notice of public hearing was published in the Oshkosh Northwestern, and a hearing was held before the Issuer on October 8, 2019 in order to comply with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. Section 2. Approvals and Authorizations. 2.01. The Amendment and the Reissued Bonds are hereby approved. The City Manager and the City Clerk are authorized and directed in the name and on behalf of the Issuer to execute the Amendment, the Reissued Bonds, and either one of them or both of them are authorized and directed to execute such other documents, agreements, instruments or certificates as are deemed necessary or desirable by the Issuer's counsel or bond counsel, including an Internal Revenue Service Form 8038. 2.02 The amendment of the Series 2017E Bonds and the authorizations for the Reissued Bonds set forth in this Resolution are approved in accordance with the requirements of Section 147(f) of the Code. 2.03. The approval hereby given to the Amendment, the Reissued Bonds, and any additional documents referred to in this resolution includes the approval of such additional details therein as may be necessary and appropriate for their completion and such modifications thereto, deletions therefrom and additions thereto as may be approved by the Issuer's counsel and bond counsel. The execution of any document by the appropriate officer or officers of the Issuer herein authorized shall be conclusive evidence of the approval by the Issuer of such document in accordance with the terms hereof. 2.04. The Reissued Bonds shall remain limited obligations of the Issuer payable by it solely from revenues and income derived by or for the account of the Issuer from or for the account of the Borrower pursuant to the Bond Agreement. As security for the payment of the principal of, premium, if any, and interest on the Reissued Bonds, the Issuer has pledged and assigned to the Trustee all of its right, title and interest in and to the trust estate described in the Bond Agreement. r ei City of Oshkosh TO: Honorable Mayor and Members of the Common Council FROM: Lynn Lorenson, City Attorney DATE: October 3, 2019 RE: Resolution Authorizing Amendments to $8.7 Million City of Oshkosh, Wisconsin Revenue Bonds, Series 2017A & 2017B (Oshkosh Community Young Meri s Christian Association, Inc. Project) BACKGROUND On April 25, 2017 the City of Oshkosh issued $8.7 million revenue bonds in two series for the purpose of supporting construction of the downtown YMCA facility. The Series A bonds have been fully paid and the Borrower and Original Purchaser wish to modify certain terms and provisions of the Series B bonds. ANALYSIS Attached to this memorandum is a brief explanation of this financing provided by the YMCA's bond counsel. FISCAL IMPACT There is no anticipated fiscal impact for the City of Oshkosh from approval of the resolution and the proposed amendments. RECOMMENDATION The City Council approves the Resolution. Submitted, Approved: Ltilacetl____ - Lynn Lorenson Mark Rohloff City Attorney City Manager City Hall,215 Church Avenue P.O.Box 1 130 Oshkosh,WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us Reissuance of $8,700,000 City of Oshkosh,Wisconsin Revenue Bonds, Series 2017A and 2017B (Oshkosh Community Young Men's Christian Association, Inc. Project) On April 25, 2017, the City of Oshkosh, Wisconsin (the "Issuer") issued its $8,700,000 City of Oshkosh, Wisconsin Revenue Bonds, Series 2017A and 2017B (Oshkosh Community Young Men's Christian Association, Inc. Project) (the `Bonds") pursuant to a Bond Agreement dated as of April 1,2017 (the "Bond Agreement") by and among the Issuer, Oshkosh Community Young Men's Christian Association, Inc. (the `Borrower"), Bank First, N.A., f/k/a Bank First National, as trustee (the "Trustee"), and Bank First Investments, Inc. (the "Original Purchaser"). The Bonds were issued in the aggregate principal amount of $8,700,000 in two series as follows: (i) Series 2017A Bonds in the principal amount of$2,000,000 (the "Series A Bonds") and (ii) Series 2017B Bonds in the principal amount of$6,700,000 (the "Series B Bonds"). The proceeds of the Bonds were used to construct the YMCA facility at 324 Washington Avenue and improvements to the YMCA facility at 3303 West 20th Avenue. The Series A Bonds have been fully paid are no longer outstanding. The outstanding principal balance of the Series B Bonds is $5,720,370. The Borrower and the Original Purchaser wish to modify certain of the terms and provisions of the Bond Agreement pursuant to a First Amendment to Bond Agreement (the "Amendment") resulting in a reissuance of the Series B Bonds, and the effect of the amendments will be to (i) modify the interest rate and reset provisions relating to Series B Bonds, (ii) extend the maturity date of the Series B Bonds and (iii) pay costs of issuance in the amount of$10,000. The Series B Bonds will be refunded in the principal amount of $5,730,370. The Borrower respectfully requests that the City Council hold a public hearing and consider a resolution on October 8, 2019 to approve the Amendment and the reissuance of the Series B Bonds. DocID:4846-4861-0728.1