HomeMy WebLinkAbout11-56FEBRUARY 22, 2011 11 -56 RESOLUTION
(CARRIED 6 -0 LOST LAID OVER WITHDRAWN )
PURPOSE: APPROVE RESOLUTION DETERMINING TO ISSUE $8,490,000
AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION
REFUNDING BONDS, SERIES 2011A, 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
INITIATED BY: FINANCE DEPARTMENT
WHEREAS, by an initial resolution duly adopted on February 8, 2011, there have
been authorized to be issued not to exceed $16,000,000 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) $11,675,000 aggregate principal
amount of its General Obligation Corporate Purpose Bonds, Series 2003 -A, currently
outstanding in the aggregate principal amount of $8,670,000, and (ii) $1,050,000
aggregate principal amount of its General Obligation Refunding Bonds, Series 2003 -E,
currently outstanding in the aggregate principal amount of $470,000, 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
February 15, 2011, 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 $8,490,000; and
WHEREAS, pursuant to the advertisement aforesaid, sealed bids were received for
the purchase of said bonds in said amount until 11:00 A.M., C.D.T., on February 22,
2011, and are as follows:
NAME OF BIDDER
Robert W. Baird & Co., Incorporated
Hutchinson, Shockey, Erley & Co.
J.P. Morgan Securities LLC
First Southwest Company
Southwest Securities, Inc.
Morgan Stanley & Co.
BMO Capital Markets GKST Inc.
TRUE INTEREST RATE
2.8998%
2.9810
3.0244
3.0594
3.2660
3.2920
3.3359
and
WHEREAS, the bid of , of 7 , and
associates at a price of $ plus accrued interest to the date of delivery,
was the best bid submitted, which bid is as follows:
(Here Insert or Attach a True Copy of the Winning Bid)
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 2011A, 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.
"Escrow Agent" shall mean U.S. Bank National Association of St. Paul,
Minnesota, and its successors.
"Escrow Agreement" shall mean the Escrow Agreement dated as of March 1,
2011, by and between the City and the Escrow Agent, relating to the Refunded Bonds.
"Escrow Fund" means the fund by that name established under the Escrow
Agreement.
"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 $11,675,000 aggregate principal amount of General
Obligation Corporate Purpose Bonds, Series 2003 -A of the City, currently outstanding in
the aggregate principal amount of $8,670,000, and (ii) the $1,050,000 aggregate
principal amount of General Obligation Refunding Bonds, Series 2003 -E of the City,
currently outstanding in the aggregate principal amount of $470,000.
"Refunded Bonds" means the portion of the Prior Bonds to be refunded with the
proceeds of the Bonds.
"Registrar" shall mean the City Treasurer of the City, 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 $ aggregate principal
amount of Bonds is hereby authorized for the purpose of providing funds in an amount
sufficient to refund the Refunded Bonds as set out in the preamble to this Resolution.
The Bonds shall be designated "General Obligation Refunding Bonds, Series
2011A," shall be dated the date of delivery thereof, 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 the years and in the principal amounts, and shall
bear interest at the rates per annum, as follows:
PRINCIPAL INTEREST
YEAR AMOUNT RATE
2011 $ %
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
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 December 1, 2011. 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 office of the Registrar in
Oshkosh, 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 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 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, nor to transfer or exchange any Bond after notice calling such Bond for
redemption prior to maturity has been mailed nor during the period of fifteen (15) days
next preceding mailing of a notice of redemption of any Bonds.
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, except in the case of the issuance of a Bond or Bonds for the unredeemed
portion of a Bond surrendered for redemption.
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 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. Prior Redemption. The Bonds maturing on and after December 1,
2019, shall be subject to redemption prior to maturity at the option of the City, as a
whole or in part in such order as the City may determine (less than all of the Bonds of a
single maturity to be selected by the Registrar as hereinafter provided), on December 1,
2018, and on any date thereafter, at a redemption price of 100% of the principal amount
thereof being redeemed plus accrued interest to the date fixed for redemption.
The Bonds shall be redeemed 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 an
optional redemption (unless a shorter notice shall be satisfactory to the Registrar), the
City shall notify the Registrar of such date fixed for redemption and of the order and the
principal amount of the Bonds to be redeemed. For purposes of any redemption of less
than all of the outstanding Bonds of a single maturity, the particular Bonds or portions of
Bonds to be redeemed shall be selected by the Registrar from the outstanding Bonds of
such maturity then outstanding by such method as the Registrar shall deem fair and
appropriate, and which may provide for the selection for redemption of Bonds or
portions of Bonds in principal amounts of $5,000 and integral multiples thereof.
The Registrar shall promptly notify the City in writing of the Bonds or portions of
Bonds selected for redemption prior to maturity and, in the case of any Bond selected
for partial redemption, the principal amount thereof to be redeemed.
Section 7. Redemption Procedure. Unless waived by any registered owner of
Bonds (or portions thereof) to be redeemed, notice of the call for any such redemption
prior to maturity shall be given by the Registrar on behalf of the City by mailing the
redemption notice by registered or certified mail, postage prepaid, not less than thirty
(30) days and not more than sixty (60) days prior to the date fixed for redemption to the
registered owner of the Bond or Bonds to be so redeemed at the address shown on the
Bond 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 Bond,
or any defect therein, shall not affect the validity of any proceedings for the redemption
of any other Bonds.
All notices of redemption shall state:
(1) the date fixed for redemption,
(2) the redemption price,
(3) if less than all outstanding Bonds are to be redeemed, the
identification, including CUSIP numbers (and, in the case of partial redemption,
the respective principal amounts) of the Bonds to be redeemed,
(4) that on the date fixed for redemption the redemption price will
become due and payable upon each such Bond or portion thereof called for
redemption, and that interest thereon shall cease to accrue from and after said
date, and
(5) the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be the principal office of the
Registrar.
Prior to any date fixed for redemption, the City shall deposit with the Registrar an
amount of money sufficient to pay the redemption price of all the Bonds or portions of
Bonds which are to be redeemed on that date. With respect to an optional redemption
of any Bonds, unless moneys sufficient to pay the principal of and interest on the Bonds
to be redeemed shall have been received by the Registrar prior to the giving of such
notice of redemption, such notice may, at the option of the City, state that said
redemption shall be conditional upon the receipt of such moneys by the Registrar on or
prior to the date fixed for redemption. If such moneys are not received, such notice
shall be of no force and effect, the City shall not redeem such Bonds, and the Registrar
shall give notice, in the same manner in which the notice of redemption was given, that
such moneys were not so received and that such Bonds will not be redeemed.
Notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds so to be redeemed shall, on the date fixed for redemption, become due and
payable at the redemption price therein specified, and from and after such date (unless
the City shall default in the payment of the redemption price) such Bonds or portions of
Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the Registrar at the
redemption price. Installments of interest due on or prior to the date fixed for
redemption shall be payable as herein provided for the payment of interest. Upon
surrender for any partial redemption of any Bond, there shall be prepared for the
registered owner a new Bond or Bonds of the same maturity and interest rate in the
amount of the unpaid principal. All Bonds which have been redeemed shall be
cancelled and destroyed by the Registrar, and shall not be reissued.
In addition to the redemption notice required above, further notice of redemption
(the "Additional Redemption Notice') shall be given by the Registrar as set forth below,
but no defect in the Additional Redemption Notice nor any failure to give all or any
portion of the Additional Redemption Notice shall in any manner affect the effectiveness
of a call for redemption if notice thereof is given as prescribed above.
Each Additional Redemption 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 Bonds being redeemed, as originally issued; (iii) the
maturity date of each Bond (or portion thereof) to be redeemed; and (iv) any other
descriptive information needed to identify accurately the Bonds being redeemed prior to
maturity.
Each Additional Redemption Notice shall be sent at least thirty (30) days before
the date fixed for redemption 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 redemption of obligations such as the Bonds.
Section 8. 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 2011A
RATE OF
INTEREST MATURITY DATE DATED DATE CUSIP NUMBER
December 1, March _, 2011
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
December 1, 2011, until said Principal Amount is paid, except as the provisions
hereinafter set forth with respect to redemption prior to maturity may be and become
applicable to this Bond.
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 office of the
City Treasurer of the City in Oshkosh, 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 2011A, of the City of
Oshkosh, Winnebago County, Wisconsin.
Date of Authentication:
:r
City Treasurer
[Form of Bond - Reverse Side]
This Bond is one of an authorized issue of General Obligation Refunding Bonds,
Series 2011A, aggregating the principal amount of $ (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 February 22, 2011 (the "Resolution').
This Bond is transferable by the Registered Owner hereof in person or by his
attorney duly authorized in writing at the principal office of the Registrar in Oshkosh,
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 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.
Bonds of the issue of which this Bond is one maturing on and after December 1,
2019, are subject to redemption prior to maturity 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 the Bonds 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 December 1, 2018,
and on any date thereafter, at a redemption price of 100% of the principal amount
thereof being redeemed plus accrued interest to the date fixed for redemption.
Notice of any intended redemption shall be sent by registered or certified mail,
postage prepaid, not less than thirty (30) days and not more than sixty (60) days prior to
the date fixed for redemption to the registered owner of each Bond to be redeemed (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 redemption may be conditional as provided in
the Resolution. When so called for redemption, this Bond, or the portion hereof being
so called for redemption, will cease to bear interest on the specified redemption date,
provided funds for redemption 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
Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN Com- as tenants in common
TEN ENT- as tenants by the entirety
JT TEN- as joint tenants with right
of survivorship and not
as tenants in common
UNIF GIFT /TRANS MIN ACT -
Custodian
(Cust)
(Minor)
under Uniform Gifts /Transfers to Minors
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
successor as Registrar, to transfer the said Bond
thereof with full power of substitution in the premises.
or its
on the books kept for registration
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 an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include
membership or participation in STAMP or such other "signature guaranty
program" as may be determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with the Securities Exchange Act
of 1934, as amended.
Section 9. Sale of Bonds. The sale of the Bonds to , of
, and associates, at the price of $ 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 10. 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
2011 $
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
In each of said years from 2011 to 2021, 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 11. 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 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
2011A 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 13. 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 accounts with respect to the issues of the Prior Bonds, except for a portion
of such proceeds which shall be deposited in the Escrow Fund established under the
Escrow Agreement, and used solely for the purposes for which the Bonds are hereby
authorized and as provided in the Escrow Agreement. The City Manager of the City is
hereby authorized and directed to execute, and the City Clerk of the City is hereby
authorized and directed to attest and to affix the official seal of the City to, and the City
Manager and the City Clerk of the City are hereby authorized and directed to deliver,
the Escrow Agreement in substantially the same form as presented to the City Council
of the City, with such changes therein as shall be approved by the City Manager of the
City, his or her execution of the Escrow Agreement to constitute conclusive evidence of
his approval of any and all such changes.
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 Treasurer /Finance Director of the City,
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 and accounts) 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 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 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 redemption of Bonds as provided herein;
(c) to cancel and destroy Bonds which have been paid at maturity or
upon earlier redemption or submitted for exchange or transfer;
(d) to furnish the City at least annually a certificate of destruction with
respect to Bonds cancelled and destroyed; and
(e) 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.
The City Clerk of the City is hereby directed to file a certified copy of this
Resolution with the Registrar.
The City covenants that it shall at all times retain a Registrar with respect to the
Bonds, that it will maintain at the designated office of such Registrar a place or places
where Bonds may be presented for payment or registration of transfer or exchange, and
that it shall require that the Registrar properly maintain the Bond Register and perform
the other duties and obligations imposed upon it by this Resolution in a manner
consistent with the standards, customs and practices of the municipal securities
industry.
The Registrar shall signify its acceptance of the duties and obligations imposed
upon it by this Resolution by executing the certificate of authentication on any Bond,
and by such execution the Registrar, shall be deemed to have certified to the City that it
has all requisite power to accept and has accepted such duties and obligations. The
Registrar is the agent of the City, and shall not be liable in connection with the
performance of its duties, except for its own negligence or willful wrongdoing. The
Registrar shall, however, be responsible for any representation in its certificate of
authentication 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. The City shall mail notice of any
such appointment made by it to each registered owner of any Bond within twenty (20)
days after such appointment. Any Registrar appointed under the provisions of this
Section 14 shall be a City officer or a bank, trust company or national banking
association.
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 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 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 Bonds, including without limitation an official statement describing
the Bonds and the City.
Section 17. Prior Action. The action of the City Treasurer /Finance 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 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 of such section, paragraph or provision shall not affect any of the
remaining sections, paragraphs and provisions of this Resolution.
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 22, 2011.
Approved February 22, 2011.
Recorded February 22, 2011.
/s/ Paul J. Esslinger
Mayor
ATTEST:
/s/ Pamela R. Ubrig
City Clerk
City of Oshkosh
Finance Department
215 Church Ave., PO Box 1130
Oshkosh, WI 54903 -1130
(920) 236 -5080 (920) 236 -5039 FAX
Of HKQIH
ON THE WATER
MEMORANDUM
TO: Honorable Mayor and Members of the Common Council
FROM: Peggy Steeno, Finance Director
DATE: February 22, 2011
RE: Resolution determining to issue approximately $8,690,000 aggregate principal
amount of General Obligation Refunding Bonds, Series 2011 A, 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.
Resolution determining to issue approximately $6,435,000 aggregate principal
amount of Taxable General Obligation Refunding Bonds, Series 201113, 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.
BACKGROUND
Following the approval of the 2011 Capital Improvement Program (November of 2010), and the execution
of the reimbursement resolution (November of 2010), allowing projects to get underway; and the initial
borrowing resolutions (February 8, 2011), stating the intent to borrow as well as authorizing staff to
proceed with the preparation and documentation needed to sell the bonds and receive the proceeds, selling
the bonds is the final step in the borrowing process.
As discussed in recent weeks, we are proceeding with the refunding (refinancing) bonds for 2011 in
advance of the new money borrowing that will occur sometime this summer. This is being done based on
current market conditions and the current status of our existing debt. The projected interest savings on the
existing debt at this time, and the fact that we do not need funds for the 2011 Capital Improvement Plan
projects until somewhat later in the year, have prompted us to proceed with the refundings only at this
time.
As is normal practice, the refunding bonds, as outlined above, will be offered to the public through a
competitive sale on Tuesday, February 22 Following the sales, and tentative agreement, the sales and
accompanying terms will be presented for approval to the Council at Tuesday's meeting.
These issues will utilize normal tax- exempt and taxable borrowing methods, as these are the best available
financing methods at this time. As discussed last fall, as of December 31, 2010, the option to issue `Build
America Bonds', through the Federal Economic Stimulus Program, has expired.
ANALYSIS
While we will not be able to complete an exact dollar analysis of the bids until they are received on
Tuesday, February 22 °d , the information below will provide details of the anticipated sale.
These bonds will be offered as traditional tax- exempt and taxable offerings as these are the lowest cost
option to obtain funds at this time. There are certain requirements that the City must follow in executing
the bonds which include the proper use, recordkeeping, and accountability of the funds. Current market
conditions and specific bidders will dictate what the interest rates are, and although we will not have the
exact numbers until next week, we do know the current interest rate for tax - exempt offerings, for our
rating class, is currently in the range of 3.00% - 3.50 %, and the current range for taxable offerings is
4.25% - 4.75 %. These ranges are based on recent public borrowings that have taken place using this type
of borrowings.
Based on current rates, the City is expecting to save approximately $561,500 over the remaining life of the
debt (12 years), averaging about $46,800 per year. The present value savings, in today's dollars, is
approximately $462,600. This is in addition to the $2,611,155 that the City realized in savings from the
2010 refinancings that were completed.
FISCAL IMPACT
The above amounts will be added to the City's outstanding debt obligations, and will be paid off over the
next twelve years.
The interest expense (the cost of borrowing the funds) that will be incurred over the life of the obligations
will be determined next Tuesday, and presented to the Council at the meeting that evening.
RECOMMENDATION
Staff recommends adoption of the above noted resolutions. Please note that revised resolutions, based on
the results of the competitive sales, will be completed and presented on Tuesday.
Respectfully Submitted,
f
Peggy Steeno
Finance Director
Approved:
Mark Rohloff
City Manager
City of Oshkosh, Wt ��� FREERS
e
_fH General Obligation Bond & Note Sizing Worksheet
Refunding
G.O. Rfdg,
Tx6/ G.O. Rfdg,
Series 2011 -8
Series 2011 -A
Estimated Escrow Cost
Tax - Exempt
Taxable
Amount Needed to Refund Taxable GO Refunding Bonds, Series 2003D (2012 -2023)
8,560,422 6,334,368
Refunding
4,2,
(97' 8 378 R3)
Amount Needed to Advance Refund GO Bonds Series 2003A (2013 -2022)
17,574
Estimated Escrow Cost
8, ,810
Less: amount available from 2011 levy
(20,73E)
(20
Amount Needed to Refund GO Refunding Bonds, Series 2003E
670,326
Principal & Interest due on 4/1/11
470'798
Less: amount available from 2011 levy
2'4S `
Amount Needed to Refund Taxable GO Refunding Bonds, Series 2003D (2012 -2023)
Principal & Interest due 3/15/11
4,2,
(97' 8 378 R3)
Less: amount available from 2011 levy
17,574
State Trust Fund Loans (do not include 2011 maturity on any of the State Trust Fund Loans)
10,000
Amount Needed to Refund $1,012,000 State Trust Fund Dated 5/15/02
Principal & Interest due on 3/24/11 call date
670,326
Amount Needed to Refund $375,000 State Trust Fund Loan Dated 3/19/03
7,600
Principal & Interest due on 3/24/11 call date
267,059
Amount Needed to Refund $1,365,720 State Trust Fund Dated 7/2/03 need to confirm taxablility
Principal & Interest due on 3/24/11 call date
958'777
Amount Needed to Refund $226,000 State Trust Fund Dated 9/24/03
CPA Verification Fee (Firm)
Principal & Interest due on 3/24/11 call date
169,693
Amount Needed to Refund $99,000 State Trust Fund Dated 12/07/04
0
Principal & Interest due on 3/24/11 call date
78,030
Amount Needed to Refund $100,000 State Trust Fund Dated 9/15/04
6,432,292
Principal & Interest due on 3/24/11 call date
79,661
0
Less: amount available from 2011 levy (Combined State Trust Funds)
Estimated Issuance Expenses
Ehlers &Associates (Financial Advisor -Est)
20,482
17,574
Chapman & Cutler (Bond Counsel - Est)
10,000
10,000
86,900
64,350
Maximum Discount (Bid Item)'
7,600
6,000
Moody's Investors Service (Rating Fee - Est.)
Escrow Agent fee (Estimate)
1,000
0
0
CPA Verification Fee (Firm)
2,500
0
U.S. Bank (if Term Bond Option Selected)
0
8,688,904
6,432,292
TOTAL TO BE FINANCED
0
(667)
Estimated Interest Earnings`
1,096
3,375
Rounding
8,690,000
6,435,000
NET BOND SIZE
NOTES:
` Maximum underwriter's discount allowed is $10.00 /$1,000. Actual discount determined by competitive bid.
` Assumes temporary investment of available proceeds for 15 days at 0.025 %.
Prepared by Ehlers and Associates, Inc. 2/3/2011
Leaders in Public Finance File: Oshkosh Base Case mlz.xlsx /G.O. Sizing2011 refdg
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