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HomeMy WebLinkAbout06-365 DECEMBER 12, 2006 06-365 RESOLUTION (CARRIED ) 7 -0 LOST LAID OVER WITHDRAWN RESOLUTION determining to issue $11,865,000 aggregate principal amount of General Obligation Refunding Bonds, Series 2006-0, of the City of Oshkosh, Winnebago County, Wisconsin, providing details, prescribing the form of bond, awarding the bonds to the best bidder, and levying taxes. WHEREAS, by an initial resolution duly adopted on November 14, 2006, there have been authorized to be issued not to exceed $12,500,000 general obligation bonds of the City of Oshkosh, Winnebago County, Wisconsin (the "City") for the public purposes of refunding certain outstanding municipal obligations of the City, including the interest thereon; and WHEREAS, the City has previously issued (i) $5,695,000 aggregate principal amount of its General Obligation Refunding Bonds, Series 1998-C, currently outstanding in the aggregate principal amount of $2,915,000, and (ii) $21,090,000 aggregate principal amount of its General Obligation Refunding Bonds, Series 1998-0, currently outstanding in the aggregate principal amount of $8,915,000, and which bonds the City now wishes to refund with such bonds authorized in such initial resolution; and WHEREAS, notice of the sale of bonds for such purposes was published on November 20, 2006, in The Bond Buyer, and, WHEREAS, it is now necessary that said bonds be sold and issued for the purposes aforesaid in the aggregate principal amount of $11 ,865,000; and WHEREAS, pursuant to the advertisement aforesaid, sealed bids were received for the purchase of said bonds in said amount until 10:00 AM., C.D.T., on December 12, 2006, and are as follows: NAME OF BIDDER Commerce Capital Markets, Inc. Piper Jaffray & Co. LaSalle Financial Services, Inc. Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated Merrill Lynch & Co. TRUE INTEREST RATE 3.664399% 3.724576 3.735728 3.745288 3.760683 3.841957 ; and WHEREAS, the bid of Commerce Capital Markets, Inc., of Philadelphia, Pennsylvania, and associates at a price of $11,983,624.55, plus accrued interest to the date of delivery, was the best bid submitted, which bid is as follows: Now, THEREFORE, Be It Resolved by the City Council of the City of Oshkosh, 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: "Bond" or "Bonds" shall mean one or more of the General Obligation Refunding Bonds, Series 2006-0, authorized to be issued by the terms of this Resolution. "Bond Register' shall mean the books of the City kept by the Registrar to evidence the registration and transfer of the Bonds. "City" shall mean the City of Oshkosh, Winnebago County, Wisconsin, and any successor to the duties or functions of the City. "Code" means the Internal Revenue Code of 1986, as amended. "Governing Body" shall mean the City Council of the City, or such other council, board, commission or body, by whatever name known, which shall succeed to its powers. "Prior Bonds" means (i) the $5,695,000 aggregate principal amount of General Obligation Refunding Bonds, Series 1998-C of the City, currently outstanding in the aggregate principal amount of $2,915,000, and (ii) the $21,090,000 aggregate principal amount of General Obligation Refunding Bonds, Series 1998-0 of the City, currently outstanding in the aggregate principal amount of $8,915,000. "Registrar'shall mean U.S. Bank National Association, of Milwaukee, Wisconsin, or a successor designated as Registrar under this Resolution. "Resolution" shall mean this resolution as adopted by the Governing Body of the City. Section 2. Authorization. The issuance of $11,865,000 aggregate principal amount of Bonds is hereby authorized for the purpose of providing funds in an amount sufficient to refund a portion of the Prior Bonds as set out in the preamble to this Resolution. The Bonds shall be designated "General Obligation Refunding Bonds, Series 2006-0," shall be dated December 15, 2006, as originally issued, and shall also bear the date of their authentication by the Registrar. The Bonds shall be in fully registered form, shall be in denominations of $5,000 each and integral multiples thereof (but no single Bond shall represent installments of principal maturing on more than one date), shall be lettered "R" and numbered consecutively starting with the number one, shall mature serially on December 1 of each of the years 2007 to 2014, inclusive, in the principal amounts and shall bear interest at the rates per annum, as follows: PRINCIPAL INTEREST YEAR AMOUNT RATE 2007 $2,055,000 4.00% 2008 1,765,000 4.00 2009 1,695,000 4.00 2010 1,330,000 4.00 2011 815,000 4.00 2012 825,000 4.00 2013 275,000 4.00 2014 180,000 4.00 Section 3. Interest; Payment Provisions. The Bonds shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, at the interest rates set out above, such interest (computed upon the basis of a 360-day year consisting of twelve 30-day months) being payable on June 1 and December 1 of each year, commencing on June 1, 2007. Interest on each Bond shall be paid by check or draft of the Registrar to the person in whose name such Bond is registered at the close of business on the fifteenth day of the calendar month immediately preceding the applicable interest payment date. The principal of each Bond shall be payable in lawful money of the United States of America only upon presentation and surrender of such Bond at the principal corporate trust office of the Registrar in Milwaukee, Wisconsin. The Bonds may be prepared in printed or typewritten form. Section 4. Execution; Authentication. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the City Manager of the City and with the manual or facsimile signature of the City Clerk of the City, and sealed with the official seal of the City or a printed facsimile thereof. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Bonds shall 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 Bond 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 Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Resolution. The certificate of authentication on any Bond shall be deemed to have been executed by the Registrar if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued under this Resolution. Section 5. Registration of Bonds; Persons Treated as Owners. The City shall cause books (the "Bond Register') for the registration and for the transfer of the Bonds as provided in this Resolution to be kept at the principal corporate trust office of the Registrar, which is hereby constituted and appointed the registrar of the City with respect to the Bonds herein authorized. Upon surrender for transfer of any Bond at the principal corporate trust office of the Registrar duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar duly executed by, the registered 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 Bond or Bonds of the same maturity and interest rate of authorized denomination or denominations, for a like aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at said office of the Registrar for a like aggregate principal amount of Bond or Bonds of the same maturity and interest rate of other authorized denomination or denominations. The execution by the City of any fully registered Bond shall constitute full and due authorization of such Bond, and the Registrar shall thereby be authorized to authenticate, date and deliver such Bond; provided, however, that the principal amount of the outstanding Bonds authenticated by the Registrar shall never exceed the authorized principal amount of the Bonds, less previous retirements. The Registrar may, but shall not be required to, transfer or exchange any Bond during the period of fifteen (15) days next preceding any interest payment date on such Bond. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. The Registrar shall never register any Bond to bearer. No service charge shall be made for any transfer or exchange of Bonds, but the City or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. The City andlor the Registrar may enter into an agreement with a securities depository registered under Section 17 A of the Securities Exchange Act of 1934, as amended (the "Securities Depository''), including without limitation The Depository Trust Company, which is the record owner of the Bonds, to establish procedures with respect to Bonds owned by such Securities Depository. Such agreement may impose additional requirements on the Registrar with respect to the Bonds. Section 6. No Prior Redemption. The Bonds shall not be subject to redemption prior to maturity. Section 7. Form of Bonds. The Bonds, the certificate of authentication to be endorsed thereon and the form of assignment to be endorsed thereon are all to be in substantially the following forms with necessary and appropriate variations, omissions and insertions as permitted or required by this Resolution: (Form of Bond-Front Side) $ No. R- UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH GENERAL OBLIGATION REFUNDING BOND, SERIES 2006-0 RATE OF INTEREST MATURITY DATE DATED DATE CUSIP NUMBER % December 1, _ December 15, 2006 Registered Owner: Principal Amount: KNOW ALL MEN BY THESE PRESENTS: That the City of Oshkosh in the County of 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 June 1, 2007, until said Principal Amount is paid. The principal of this Bond is payable in lawful money of the United States of America only upon presentation and surrender of this Bond at the principal corporate trust office of U.S. Bank 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 immediately 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. Reference is hereby made to the further provisions of this Bond 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 Bond. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist, happen and be performed precedent to and in the issuance of this Bond have been done, have existed, have happened and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Wisconsin; that this Bond, together with all other indebtedness of the City, does not exceed 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 Bond and the issue of which it is a part as the same respectively become due and for the levy and collection of sufficient taxes for that purpose. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF the City of Oshkosh, Winnebago County, Wisconsin, by its City Council, has caused this Bond 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 Clerk City Manager [SEAL] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Resolution, and is one of the General Obligation Refunding Bonds, Series 2006-0, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: u.S. BANK NATIONAL ASSOCIATION, as Bond Registrar By Authorized Officer [Form of Bond - Reverse Side] This Bond is one of an authorized issue of General Obligation Refunding Bonds, Series 2006-0, aggregating the principal amount of $11,865,000 (the "Bonds'') issued for the purpose of refunding certain outstanding municipal obligations of the City, including the interest thereon, 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 December 12, 2006 (the "Resolution''). This Bond 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 Bond. Upon such transfer a new Bond or Bonds of the same maturity and interest rate of authorized denomination or denominations and for a like aggregate principal amount will be issued to the transferee in exchange for this Bond. The Bonds are issuable in fully registered form in denominations of $5,000 each and integral multiples thereof. This Bond may be exchanged at the principal corporate trust office of the Registrar for a like aggregate principal amount of Bonds of the same maturity and interest 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 Bonds of the issue of which this Bond is one are not subject to redemption prior to maturity. * * * The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common UNIF GIFTITRANS MIN ACT- Custodian (Cust) (Minor) TEN ENT - as tenants by the entirety under Uniform GiftslTransfers to Minors JT TEN- as joint tenants with right of survivorship and not as tenants in common Act (State) Additional abbreviations may also be used though not listed above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Name and Address of Assignee) the within Bond, and does hereby irrevocably constitute and appoint , or its successor as Registrar, to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Section 8. Sale of Bonds. The sale of the Bonds to Commerce Capital Markets, Inc., of Philadelphia, Pennsylvania and associates, at the price of $11,983,624.55, plus accrued interest to the date of delivery, is hereby confirmed. The City Treasurer of the City is hereby authorized to deliver the Bonds to said purchasers upon payment of the purchase price. Section 9. Tax Levy. In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Bonds and to pay and discharge the principal thereof at maturity, there is hereby levied upon all the taxable property in the City of Oshkosh, Winnebago County, Wisconsin, a direct annual tax in amounts sufficient for that purpose, and there is hereby levied upon all taxable property in the City the following direct annual tax in each of the years and amounts, to-wit: YEAR AMOUNT 2006 2007 2008 2009 2010 2011 2012 2013 $2,961,143.33 2,604,400.00 2,460,200.00 2,023,200.00 1,450,200.00 1,422,200.00 293,200.00 187,200.00 In each of said years from 2006 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 Bonds, to be used solely for paying the principal of and interest on the Bonds as long as any of the Bonds remain outstanding. Section 10. Sufficiency. Interest or principal maturing at any time during the life of the Bonds when there shall be insufficient funds on hand from the above tax levy to pay the same shall be paid promptly when due from the general fund of the City, and said fund shall be reimbursed in a like amount out of the proceeds of taxes hereby levied when the same shall have been collected. Section 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 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 2006- o Refunding Bond Account," to be held as a part of the Debt Service Fund, all premium, if any, and accrued interest paid on the Bonds at the time the Bonds are delivered to the purchasers thereof; all money raised by taxation pursuant to Section 10 hereof; and such other sums as may be necessary to pay interest on the Bonds when the same shall become due and to retire the Bonds at their respective maturity dates. Section 12. Use of Proceeds; No Arbitrage; Bonds to Remain in Registered Form; Reimbursement. The principal proceeds of the Bonds shall be deposited in the debt service funds with respect to the issues of the Prior Bonds, and used solely for the purposes for which the Bonds are hereby authorized. The City recognizes that the purchasers and owners of the Bonds 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 Bonds 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 Bonds includible in Federal gross income of the owners thereof and that the principal proceeds of the sale of the Bonds shall be devoted to and used with due diligence for the purposes for which the Bonds 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 Bonds and affects the tax-exempt status of the interest on the Bonds. The City Manager, the City Clerk, the City TreasurerlFinance 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 Bonds that the proceeds of the Bonds are not expected to be used in a manner which would or might result in the Bonds 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 City, and shall be incorporated herein by reference, and no use or investment of Bond proceeds or of moneys accumulated to pay the Bonds 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 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 Bonds 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 Bonds are delivered. In this connection, the City agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. 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 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 cancel and destroy Bonds which have been paid at maturity or submitted for exchange or transfer; (c) to furnish the City at least annually a certificate of destruction with respect to Bonds cancelled and destroyed; and (d) to furnish the City at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to the interest on the Bonds. Any corporation or association into which the Registrar may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business as a 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 Bonds. The Registrar may be removed at any time, by the City by an instrument In writing delivered to the Registrar. In case the Registrar shall be removed, or be 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 Bonds. Section 14. Continuing Disclosure Undertaking. The City Manager or the City TreasurerlFinance Director of the City is hereby authorized, empowered and directed to execute and deliver the Continuing Disclosure Undertaking with respect to the Bonds (the "Continuing 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 remedy 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 15. Other Documents. The City Manager, the City Clerk, the City TreasurerlFinance Director and all other officers of the City are hereby authorized to execute all documents and certificates necessary in connection with the authorization and delivery of the Bonds, including without limitation an official statement describing the Bonds and the City. Section 16. Prior Action. The action of the City TreasurerlFinance Director of the City in causing the notice of the sale of the Bonds 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 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 December 12, 2006. Approved December 12, 2006. Recorded December 12, 2006. Isl William R. Castle Mayor ATTEST: Isl Pamela R. Ubrig City Clerk