HomeMy WebLinkAbout31. 12-535
OCTOBER 23, 2012 12-535 RESOLUTION
(CARRIED___7-0____ LOST _______ LAID OVER _______ WITHDRAWN _______)
PURPOSE: APPROVE RESOLUTION DETERMINING TO ISSUE $6,810,000
AGGREGATE PRINCIPAL AMOUNT OF STORM WATER UTILITY
REVENUE BONDS, SERIES 2012D, OF THE CITY OF
OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, IN SUCH
AMOUNT PROVIDING DETAILS, PRESCRIBING THE FORM OF
BOND, AWARDING THE BONDS TO THE BEST BIDDER AND
PROVIDING FOR THE PAYMENT OF SAID BONDS AND
COVENANTS WITH RESPECT THERETO
INITIATED BY: CITY ADMINISTRATION
W, the City of Oshkosh, Winnebago County, Wisconsin (the “City”) now owns
HEREAS
and operates a storm water utility system; and
W, it has been determined previously that the City shall construct, extend, add to
HEREAS
and improve said storm water utility system, including without limitation the acquisition of land
and related property and the construction of detention basins, storm sewer lines and related
improvements; and
W, it has been determined previously that additions and improvements to said
HEREAS
storm water utility system were necessary; and
W, under the provisions of Chapter 66 of the Wisconsin Statutes, as supplemented
HEREAS
and amended (the “Statute”), any municipality (as therein defined) may, by action of its governing
body, provide for constructing, extending, adding to and improving a public utility from the
proceeds of obligations payable from the income and revenues derived from the operation of said
utility and secured by a mortgage lien upon such utility; and
W, the City has heretofore issued $4,820,000 aggregate principal amount of
HEREAS
Storm Water Utility Revenue Bonds, Series 2005-C, dated May 1, 2005, which bonds are
outstanding in the aggregate principal amount of $3,525,000 (the “Series 2005 Bonds”); and
W, Resolution Number 05-100 duly adopted by the City Council of the City on
HEREAS
April 12, 2005 (the “2005 Resolution”), authorizing the issuance of the Series 2005 Bonds, by
Section 15 thereof, authorizes the issuance of additional bonds on a parity with said Series 2005
Bonds upon compliance with certain conditions set out in said Section 15; and
W, pursuant to Section 16 of the 2005 Resolution, the City has heretofore issued
HEREAS
$20,800,000 aggregate principal amount of Taxable Storm Water Utility Revenue Bonds,
Series 2010E, dated October 5, 2010, on a parity with the Series 2005 Bonds which bonds are
outstanding in the aggregate principal amount of $19,315,000 (the "Series 2010 Bonds "); and
WHEREAS, Resolution Number 10 -283 duly adopted by the City Council of the City on
September 15, 2010, authorizing the issuance of the Series 2010 Bonds, by Section 10 thereof,
authorizes the issuance of additional bonds on a parity with the Series 2005 Bonds and the
Series 2010 Bonds, upon compliance with certain conditions set out in said Section 10; and
WHEREAS, no other bonds or obligations are outstanding payable on a parity or with a
senior lien from the revenues of said storm water utility system; and
WHEREAS, it is now necessary and desirable to finance the construction of additions,
extensions and improvements to the storm water utility system of the City (the "Project "); and
WHEREAS, it is now necessary to issue additional bonds on a parity with the Series 2005
Bonds and the Series 2010 Bonds; and
WHEREAS, all conditions required for the issuance of an additional series of parity bonds
have been complied with, or will have been complied with prior to the issuance of the revenue
bonds herein authorized; and
WHEREAS, for the purpose of financing the costs of the Project and the costs of issuance
thereof, it is now considered desirable to authorize and sell the Storm Water Utility Revenue
Bonds, Series 2012D, of the City (the "Bonds"), payable solely from revenues to be derived
from the operation of said storm water utility system, which Bonds are to be authorized and
issued pursuant to the provisions of the Statute, on a parity with the Series; and
WHEREAS, the sale of said Bonds was advertised in The Bond Buyer on October 3, 2012;
and
WHEREAS, pursuant to said advertisement aforesaid, sealed bids were received for the
purchase of the Bonds until noon, C.T., on October 9, 2012, and are as follows:
NAME OF BIDDER TRUE INTEREST COST
Robert W. Baird & Co., Incorporated 2.7378%
UBS Financial Services Inc. 2.7971
Piper Jaffray & Co. 2.8202
; and
WHEREAS, the bid of Robert W. Baird & Co., Incorporated of Milwaukee, Wisconsin,
and associates at a price of $7,100,015.50, plus accrued interest to the date of delivery, was the
best bid submitted, which bid is as follows:
`a
BID FORM
The Common Council October 9, 2012
City of Oshkosh, Wisconsin
RE: $7,000,000* Storm Water Utility Revenue Bonds, Series 2012D DATED: November 1, 2012
For all or none of the above Bonds, in accordance with the Notice of Sale and terms of the Global Book -Entry System (unless otherwise
specified by the Purchaser) as stated in this Preliminary Official Statement, we will pay you $7,100,01550 (not less than 56,912,500) plus
accrued interest to date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as follows:
3.00 % due 2013 3.00 % due 2020 Term 1 3.00 % due 2027
3.00 % due 2014
3.00 % due 2015
3.00 % due 2016
3.00 % due 2017
100 % due 2018
3.00 % due 2019
3.00 % due 2021
3.00 V. due 2022
2.25 % due 2023
2.375 % due 2024
2.50 % due 2025
2.625 % due 2026
Term 1
3.00 % due
2028
Term 2
3.00 % due
2029
Term 2
3.00 % due
2030
Term 3
3.125 % due
2031
Term 3
3.125 0 /n due
2032
* The City reserves the right to increase or decrease the amount of any individual maturity of the Bonds in increments of 55,000 on the
day of sale. If individual maturities are increased or decreased, the purchase price proposed will be adjusted to maintain the same gross
spread per $1,000. The rate for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (For
example, if a rate of 450% is proposed for the 2017 maturity, then the lowest rate that may be proposed for any later maturity
is 3.50 %).
We enclose our good faith deposit in the amount of$140,000, to be held by you pending delivery and payment. Alternatively, we have
provided a financial surety bond or have wired our good faith deposit to the Klein Bank, 1550 Audubon Road, Chaska, Minnesota, ABA
No. 091915654 for credit: Ehlers & Associates Good Faith Account No. 3208138. If our bid is not accepted, said deposit shall be
promptly returned to us. If the good faith deposit is wired to such escrow account, we agree to the conditions and duties of Ehlers &
Associates, Inc., as escrow holder of the good faith deposit, pursuant to the Preliminary Official Statement dated October 1, 2012. This
bid is for prompt acceptance and is conditional upon deposit of said Bonds to The Depository Trust Company, New York, New York,
in accordance with the Notice of Sale. Delivery is anticipated to be on or about November 1, 2012.
This bid is subject to the City's agreement to enter into i t written undertaking to provide continuing disclosure under Rule 15c2 -12
promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in the preliminary
Official Statement for this Issue.
We have received and reviewed the Preliminary Official Statement and have submitted our requests for additional information or
corrections to the Final Official Statement. As Syndicate Manager, we agree to provide the City with the reoffering price of the Bonds
within 24 hours of the bid acceptance. ,
Account Manager: BAIRD • /
Account Members:
Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in the award),
the total dollar interest cost (including any discount or less any premium) computed from November 1., 2012 of the above bid is
$2,482,047.00 and the true interest cost (TIC) is 2.7378 % .
�.
____ -- - -__ ___ y -- ---- --- ------- - - - - -- - - -- __ - - - -- - - --� -�- - -- ------ - - - - --
The fore oin g ffer is hereby accepted b y m
and on behalf of the Comon Co cil of th City of Oshk sh Wlscon�h n , n ctober 9, 2012.
By: _ - lam% Cr B yf ` ..
Title: e fAo Title: 0,(-/4 _ t. 0
*Subsequ�o bid open`i'ng the issue size was decreased to $6,810,000.
Adjusted Price - $6,902,085.20 Adjusted Net Interest Cost - $2,0711,377.30 Adjusted TIC - 2.7481 %
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; and
WHEREAS, the City Council awarded the sale of the Bonds to said purchaser by
Resolution No. 12 -502 duly adopted by the City Council of the City on October 9, 2012, but
Resolution No. 12 -502 contained some inaccuracies that did not conform to the terms of the sale
of the Bonds, which are to be corrected by this Resolution which shall amend and restate
Resolution No. 12 -502;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Oshkosh,
Winnebago County, Wisconsin, as follows:
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
"Bond" or `Bonds" shall mean one or more of the $6,810,000 aggregate principal
amount of Storm Water Utility Revenue Bonds, Series 2012D, of the City, dated the date
of issuance thereof, authorized to be issued by 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;
"Fiscal Year" shall mean the twelve (12) month period beginning on January 1 of
each year and ending on December 31 of the same year;
"Governing Body" shall mean the City Council of the City, or such other body as
may hereafter be the chief legislative body of the City;
"Net Revenues" shall mean Revenues after deduction of Operation and
Maintenance Expenses;
"2005 resolution" shall mean the resolution duly adopted by the City Council of
the City on April 12, 2005, authorizing the issuance of the Series 2005 Bonds and bonds
ranking on a parity therewith;
"Operation and Maintenance Expenses" shall mean salaries, wages, cost of
material and supplies, including routine repairs and renewals, management fees paid to
third parties, insurance and such other reasonable current expenses as shall be determined
in accordance with generally accepted accounting principles, but excluding the costs of
depreciable capital equipment, capital improvements, depreciation, debt service, debt
service reserves (including repayments with respect thereto), special assessments or
payments of or in lieu of property taxes;
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"Original Purchaser" shall mean the purchaser of the Bonds from the City, as set
out in Section 12 of this Resolution;
"Outstanding Bonds" shall mean the Series 2005 Bonds and the Series 2010
Bonds;
"Parity Bonds" shall mean bonds payable from the Net Revenues of the Utility,
other than the Bonds and the Outstanding Bonds, issued on a parity and equality with the
Bonds and the Outstanding Bonds, pursuant to the restrictive provisions of Section 15 of
the 2005 resolution;
"Registrar" shall mean the City Treasurer of the City, or a successor designated
as Registrar hereunder;
"Resolution" shall mean this Resolution as adopted by the Governing Body of the
City;
"Revenues" shall mean all rates, fees, charges and other income, including
interest income, received by the Utility from all sources (other than investment income
from the Construction Fund), but expressly excluding income from the sale of property of
the Utility (except as otherwise provided herein), collections of insurance awards or
condemnation proceeds, special assessments and other contributions in aid of
construction, if any;
"Series 2005 Bonds" shall mean the outstanding Storm Water Utility Revenue
Bonds, Series 2005, of the City, dated May 1, 2005;
"Series 2010 Bonds" shall mean the outstanding Taxable Storm Water Utility
Revenue Bonds, Series 2010E, of the City, dated October 5, 2010;
"Statute" means Section 66.0621 of the Wisconsin Statutes, as supplemented and
amended; and
"Utility" shall mean the storm water facilities of the City, except as otherwise
herein provided, including all real and personal property of every nature now or hereafter
owned by the City and designated by the City as being for storm water purposes,
including all improvements thereto and extensions thereof, located within or outside of
the City, while any of the Bonds remain outstanding, including all appurtenances,
contracts, leases, franchises and other intangibles.
Section 2. Authorization, Purpose and Terms of Bonds. For the purpose of financing
the costs of the Project and the costs of issuance thereof, there shall be issued the Bonds of the
City in the aggregate principal amount of $6,810,000.
The Bonds shall be designated "Storm Water Utility Revenue Bonds, Series 201213"; as
originally issued shall be dated the date of issuance thereof, and shall also bear the date of their
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authentication by the Registrar; shall be of $5,000 denomination each or any integral multiple
thereof (but no single Bond shall represent installments of principal maturing on more than one
date); and shall be lettered R and numbered consecutively starting with the number one. The
Bonds shall mature on May 1 of each of the years and in the principal amounts, and shall bear
interest at rates per annum, as follows:
It is hereby found and declared that the above schedule of maturities of the Bonds is
conducive to the lowest net interest cost to the City and prudent municipal utility management.
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 rates set out above, such interest (computed upon the basis of a 360 -day year consisting
of twelve 30 -day months) being payable on the first days of May and November of each year,
commencing on May 1, 2013. 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 next preceding the applicable interest payment date. The
principal of each Bond shall be payable in lawful money of the United States of America upon
presentation and surrender of such Bond at the principal office of the Registrar in Oshkosh,
Wisconsin.
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. 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
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INTEREST
INTEREST
YEAR
AMOUNT
RATE
YEAR
AMOUNT
RATE
2013
$255,000
3.00%
2022
$335,000
3.00%
2014
260,000
3.00
2023
345,000
2.250
2015
270,000
3.00
2024
350,000
2.375
2016
280,000
3.00
2025
360,000
2.50
2017
285,000
3.00
2026
370,000
2.625
2018
295,000
3.00
2028
770,000
3.00
2019
305,000
3.00
2030
820,000
3.00
2020
315,000
3.00
2032
870,000
3.125
2021
325,000
3.00
It is hereby found and declared that the above schedule of maturities of the Bonds is
conducive to the lowest net interest cost to the City and prudent municipal utility management.
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 rates set out above, such interest (computed upon the basis of a 360 -day year consisting
of twelve 30 -day months) being payable on the first days of May and November of each year,
commencing on May 1, 2013. 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 next preceding the applicable interest payment date. The
principal of each Bond shall be payable in lawful money of the United States of America upon
presentation and surrender of such Bond at the principal office of the Registrar in Oshkosh,
Wisconsin.
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. 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
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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 the Registrar or 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 designated 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 designated 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 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 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
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.
The Registrar 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.
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
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Securities Depository. Such agreement may impose additional requirements on the Registrar
with respect to the Bonds.
Section 6 Prior Redemption. Bonds maturing on and after May 1, 2023, shall be
subject to redemption prior to maturity at the option of the City as a whole, or in part in such
order of maturity 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 May 1, 2022, and on any date thereafter, at
the redemption price of 100% of the principal amount thereof being redeemed plus accrued
interest to the date fixed for redemption.
The Bonds maturing on May 1, 2028, shall be subject to mandatory sinking fund
redemption in part by lot in such manner as shall be designated by the Bond Registrar, on
May 1, 2027, in the principal amount of $380,000, at a redemption price of 100% of the principal
amount thereof being redeemed (unless any such principal amount shall have been reduced as
provided below by reason of the earlier redemption of such Bonds). If the Bonds maturing on
such date shall have been called for redemption in part from a source other than from a
mandatory sinking fund installment, then the amount of the remaining annual sinking fund
installments (including the final maturity amount) shall be reduced in such order as shall be
specified by the Issuer.
The Bonds maturing on May 1, 2030, shall be subject to mandatory sinking fund
redemption in part by lot in such manner as shall be designated by the Bond Registrar, on
May 1, 2029, in the principal amount of $405,000, at a redemption price of 100% of the principal
amount thereof being redeemed (unless any such principal amount shall have been reduced as
provided below by reason of the earlier redemption of such Bonds). If the Bonds maturing on
such date shall have been called for redemption in part from a source other than from a
mandatory sinking fund installment, then the amount of the remaining annual sinking fund
installments (including the final maturity amount) shall be reduced in such order as shall be
specified by the Issuer.
The Bonds maturing on May 1, 2032, shall be subject to mandatory sinking fund
redemption in part by lot in such manner as shall be designated by the Bond Registrar, on
May 1, 2031, in the principal amount of $430,000, at a redemption price of 100% of the principal
amount thereof being redeemed (unless any such principal amount shall have been reduced as
provided below by reason of the earlier redemption of such Bonds). If the Bonds maturing on
such date shall have been called for redemption in part from a source other than from a
mandatory sinking fund installment, then the amount of the remaining annual sinking fund
installments (including the final maturity amount) shall be reduced in such order as shall be
specified by the Issuer.
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 principal amount of 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
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outstanding Bonds 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 and, in the case of any Bond selected for partial redemption, the
certificate number and the principal amount thereof to be redeemed.
Section 7. Redemption Procedure. Unless waived by any owner of Bonds (or a portion
thereof) to be redeemed, notice of the call for any such redemption shall be given by the Registrar
on behalf of the City by mailing the redemption notice by first class mail, postage prepaid, at
least 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 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.
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 and certificate numbers) 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 including a contact person and telephone number, which place of
payment shall be the designated 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.
I!]
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 principal
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. Payable Solely from Net Revenues. The Bonds, the Outstanding Bonds and
any Parity Bonds, together with premium (if any) and interest thereon, shall be payable only out
of the Net Revenues deposited into the Storm Water Utility Special Redemption Fund as
hereinafter provided, and shall be a valid claim of the owners thereof only against the Storm
Water Utility Special Redemption Fund and from the Revenues pledged to such fund, and on a
parity with the Outstanding Bonds and any Parity Bonds; and sufficient Revenues are hereby
pledged to the Storm Water Utility Special Redemption Fund, and shall be used for no purpose
other than to pay the principal of, premium (if any) and interest on the Bonds, the Outstanding
Bonds and any Parity Bonds as the same fall due.
Section 9. 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:
Itt
(FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
STORM WATER UTILITY REVENUE BONDS, SERIES 2012D
NO.
RATE OF
INTEREST MATURITY DATE DATED DATE CUSIP NUMBER
May 1 November 1, 2012
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, solely from the
revenues hereinafter specified, the Principal Amount hereinabove identified and from the same
source to pay interest (computed on the basis of a 360 -day year consisting of twelve 30 -day
months) on such principal amount from the date of this Bond or from the most recent interest
payment date to which interest has been paid at the Rate of Interest per annum hereinabove
identified on May 1 and November 1 of each year, commencing on May 1, 2013, 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 hereto.
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 designated office of the City Treasurer
of the City in Oshkosh, Wisconsin, as registrar and paying agent (the "Registrar "). Payment of
each installment of interest 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.
I`l
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, and that sufficient of the
income and revenues to be received by the City from the operation of the storm water utility
system owned and operated by the City has been pledged to and will be set aside into a special
fund for the payment of the principal of and interest on this Bond.
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
[ SEAL]
CERTIFICATE OF AUTHENTICATION
City Manager
This Bond is one of the Bonds described in the within mentioned Resolution, and is one
of the Storm Water Utility Revenue Bonds, Series 2012D, of the City of Oshkosh, Winnebago
County, Wisconsin.
Date of Authentication: , 20
LIM
IrA
City Treasurer
[FORM OF BOND - REVERSE SIDE]
This Bond is one of an authorized issue of Storm Water Utility Revenue Bonds,
Series 2012D, of like date, aggregating the principal amount of $6,810,000 (the `Bonds ") and
issued to pay the cost of constructing improvements, additions and extensions to the storm water
utility system of the City, pursuant to Article X1, Section 3 of the Wisconsin Constitution and
Section 66.0621, Wisconsin Statutes, as supplemented and amended, and is payable, together
with certain outstanding Storm Water Utility Revenue Bonds, Series 2005 -C and certain
outstanding Taxable Storm Water Utility Revenue Bonds, Series 2010E (the "outstanding
bonds"), only from the income and revenues to be derived from the operation of the storm water
utility system of the City, which income and revenues have been set aside as a special fund for
that purpose and identified as the "Storm Water Utility Special Redemption Fund ". This Bond is
issued pursuant to resolutions adopted on April 12, 2005, September 15, 2010, and October 9,
2012 (as amended and restated on October 23, 2012) by the City Council of the City, and does
not constitute an indebtedness of the City within the meaning of any constitutional or statutory
limitation or provision. Reference is hereby made to said resolutions for a more complete
statement of the revenues from which and conditions under which this Bond is payable, a
statement of the conditions on which obligations may hereafter be issued on a parity with this
Bond, and the general covenants and provisions pursuant to which this Bond has been issued.
Bonds of the issue of which this Bond is one maturing on and after May 1, 2023, are
subject to redemption prior to maturity at the option of the City as a whole, or in part in such
order of maturity as the City shall specify (in integral multiples of $5,000, less than all the Bonds
of a single maturity to be selected by the Registrar in such manner as it shall deem fair and
appropriate) on May 1, 2022, and on any date thereafter, at the redemption price of 100% of the
principal amount thereof being redeemed plus accrued interest to the date fixed for redemption.
The Bonds maturing on May 1, 2028, are subject to mandatory sinking fund redemption
in part by lot in such manner as shall be designated by the Bond Registrar, on May 1, 2027, in the
principal amount of $380,000 at a redemption price of 100% of the principal amount thereof
being redeemed (unless any such principal amount shall have been reduced as provided below
and in the Resolution by reason of the earlier redemption of such Bonds). If the Bonds maturing
on such date shall have been called for redemption in part from a source other than from a
mandatory sinking fund installment, then the amount of the remaining annual sinking fund
installments (including the final maturity amount) shall be reduced in the manner provided in the
Resolution.
The Bonds maturing on May, 2030, are subject to mandatory sinking fund redemption in
part by lot in such manner as shall be designated by the Bond Registrar, on May 1, 2029, in the
principal amount of $405,000, at a redemption price of 100% of the principal amount thereof
being redeemed (unless any such principal amount shall have been reduced as provided below
and in the Resolution by reason of the earlier redemption of such Bonds). If the Bonds maturing
on such date shall have been called for redemption in part from a source other than from a
mandatory sinking fund installment, then the amount of the remaining annual sinking fund
installments (including the final maturity amount) shall be reduced in the manner provided in the
Resolution.
13
The Bonds maturing on May 1, 2032, are subject to mandatory sinking fund redemption
in part by lot in such manner as shall be designated by the Bond Registrar, on May 1, 2031, in the
principal amount of $430,000, at a redemption price of 100% of the principal amount thereof
being redeemed (unless any such principal amount shall have been reduced as provided below
and in the Resolution by reason of the earlier redemption of such Bonds). If the Bonds maturing
on such date shall have been called for redemption in part from a source other than from a
mandatory sinking fund installment, then the amount of the remaining annual sinking fund
installments (including the final maturity amount) shall be reduced in the manner provided in the
Resolution.
Notice of any intended redemption shall be sent by first class mail, postage prepaid, not
less than thirty (30) days nor 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 authorizing resolution. When so called for redemption, this Bond,
or the portion thereof 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 at that
time, and shall not be deemed to be outstanding.
This Bond is transferable by the Registered Owner hereof in person or by his attorney
duly authorized in writing at the designated 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
authorizing resolution, and upon surrender and cancellation of this Bond. Upon such transfer a
new Bond or Bonds of authorized denominations of the same maturity and interest rate and for
the same aggregate principal amount will be issued to the transferee in exchange for this Bond.
The Bonds are issuable in fully registered form in the denomination of $5,000 each or
integral multiples thereof. This Bond may be exchanged at the designated 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 authorizing resolution.
The City and the Registrar may deem and treat the Registered Owner as the absolute
owner hereof for the purpose of receiving payment of or on account of principal hereof,
premium, if any, hereon 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.
14
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 GIFT /TRANS MIN ACT -
Custodian
(Cust) (Minor)
TEN ENT- as tenants by the entirety under Uniform Gifts /Trans to Minors
JT TEN- as joint tenants with right of Act
survivorship and not as
tenants in common
Additional abbreviations may also be used though not listed above.
(State)
I�
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
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 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 10. Application of Certain Provisions of the 2005 Resolution. The Bonds shall
be issued in compliance with and under authority of the provisions of the 2005 resolution, so as
to be on a parity with the Outstanding Bonds. All of the provisions of Sections 12, 13, 14, 15,
16, 17, 20 and 23 of the 2005 resolution shall be applicable to the Bonds as if said provisions
were set out in full in this Resolution, and such provisions shall continue to be so applicable until
all of the Bonds shall have been retired both as to principal and interest.
It is hereby determined that the present and future requirements of all funds and accounts
under the 2005 resolution shall be determined from time to time by the City Council of the City
in accordance with prudent public utility management practices and further provided, that money
in the Storm Water Utility Revenue Fund shall be deposited in the Storm Water Utility Special
Redemption Fund in amounts at all times sufficient to provide for the payment when due of the
principal of, premium (if any) and interest on the Bonds and the Outstanding Bonds.
It is the express intent and determination of this Governing Body that the amount of
money to be deposited in the Storm Water Utility Special Redemption Fund shall in any event be
sufficient to pay the interest on the Bonds, the Outstanding Bonds and the Parity Bonds as the
same accrues and to retire such bonds at maturity, and to provide the monthly amounts payable
II:
into the Reserve Account, notwithstanding the distribution of revenues herein allotted to such
fund in the manner above provided.
Section 11. Prior Lien Bonds; Parity Bonds. The City will issue no bonds or
obligations of any kind or nature payable from or enjoying a lien on the revenues or the property
of the Utility having a priority over the Bonds, but may issue Parity Bonds on the terms and
conditions set out in Section 16 of the 2005 resolution.
Section 12. Sale of Bonds. The sale of the Bonds, to Robert W. Baird & Co.,
Incorporated of Milwaukee, Wisconsin, at a price of $7,100,015.50 and accrued interest to the
date of delivery is hereby confirmed, the same being the best bid submitted. The City Treasurer
of the City is hereby authorized to deliver the Bonds to said purchasers (or their designees) upon
payment of the purchase price.
Section 13. Disposition of Bond Proceeds; No Arbitrage; Bonds to Remain in
Registered Form; Reimbursement. The proceeds from the sale of the Bonds shall be disbursed as
follows and not otherwise:
(a) Accrued interest on the Bonds shall be deposited into the Interest and
Principal Account of the Storm Water Utility Special Redemption Fund.
(b) The balance of the principal proceeds from the sale of the Bonds shall be
deposited in a special fund, and used solely for the purpose of financing the costs of the
Project and paying the costs of issuance of the Bonds.
The City Manager, the City Clerk, Director of Finance /City Treasurer of the City, or any
of them, are hereby authorized to execute on behalf of the City a Tax Exemption Certificate and
Agreement (the "Tax Exemption Certificate ") 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 Internal Revenue Code of 1986, as amended (the "Code "), or the
Regulations currently in effect or proposed. Such Tax Exemption Certificate shall constitute a
representation, certification and covenant of the City, and shall be incorporated herein by
reference, and no 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. Such Tax Exemption Certificate 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.
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 on the Bonds continue to be
excludible from the gross income of the owners thereof for federal income tax purposes under
17
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
Issuer is authorized to execute, and the City Clerk of the City is 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 interest on the Bonds.
Section 15. Equality of Lien. All of the Bonds, regardless of the installment of which
they are a part and regardless of the dates of their issuance or delivery, together with the
Outstanding Bonds, shall be secured equally by a pledge of the Storm Water Utility Special
Redemption Fund and the revenues allocated to the Storm Water Utility Special Redemption
Fund.
Section 16 Resolution a Contract; Remedies of Owners of Bonds. The provisions of
this Resolution shall constitute a contract between the City and the owner or owners of the Bonds
and after the issuance of any of the Bonds, except as provided in Section 17 of the
2005 resolution, providing for modification, no change or alteration of any kind in the provisions
of this Resolution may be made until all of the Bonds shall have been paid in full as to both
principal and interest, except for recomputation as provided in Section 10 of the 2005 resolution.
The owners of any of the Bonds shall have the right in addition to all other rights, by
mandamus or other suit or action in any court of competent jurisdiction, to enforce his or their
rights against the City, the Governing Body and any other authorized body to fix and collect rates
and charges fully adequate to carry out all of the provisions and agreements contained in this
Resolution, and for the appointment of a receiver for the Utility in the event of a default in the
payment of principal or interest.
Section 17. Continuing Disclosure Undertaking. The City Manager or the Director of
Finance 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
18
Undertaking ") in substantially the form as the individual executing the Continuing Disclosure
Undertaking on behalf of the City shall approve, his or her execution thereof to constitute
conclusive evidence of his or her 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 18. Other Documents. The City Manager, the City Clerk, the Director of
Finance and the City Treasurer and all other officers of the City are hereby authorized to execute
all documents and certificates and to take all such actions as may be necessary in connection with
the authorization issuance, sale and delivery of the Bonds and the performance of the obligations
of the City hereunder and to carry out and comply with the terms of this Resolution.
Section 19. Severability of Invalid Provisions. 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.
I
Section 20. Conflicting Ordinances, Resolutions and Orders Superseded. All
ordinances, resolutions (including without limitation Resolution No. 12 -502) or orders, or parts
thereof, heretofore enacted, adopted or entered, in conflict with the provisions of this Resolution
shall be, and the same are hereby, superseded to the extent of such conflict, and this Resolution
shall be in effect from and after its passage.
Adopted October 23, 2012
Approved October 23, 2012
Recorded October 23, 2012
/s/ Burk Tower
Mayor
/s/ Pamela R. Ul
City Clerk
(Other Business)
There being no further business to come before the City Council, it was moved, seconded
and unanimously carried that the City Council adjourn.
/s/ Burk Tower
Mayor
/s/ Pamela R. Ul
City Clerk
W
City of Oshkosh
Finance Department
215 Church Ave., PO Box 1130
Of
Oshkosh, W1
HKQIH (920) 236-6006 64903-1130
36 006 (920) 236 -5039 FAX
ON THE WATER
MEMORANDUM
TO: Honorable Mayor and Members of the Common Council
FROM: Peggy Steeno, Finance Director
DATE: October 23, 2012
RE: Re- Authorize $6,810,000 of Storm Water Utility Revenue Bonds, Series 2012D
Authorize $6,460,000 of Sewer Utility Revenue Bonds, Series 2012E
Authorize $5,570,000 of Water Utility Revenue Bonds, Series 2012F
BACKGROUND
Following the approval of. the 2012 Capital Improvement Program (C1P) in November of 2011; the
reimbursement declaration in November of 2011, allowing projects to get underway; and the initial
borrowing resolutions, that were approved in April of 2012, 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, this is the final step in the 2012 borrowing process for our Storm Water, Sewer, and Water
Utility needs.
Regarding the Storm Water Utility Bonds noted above, we are asking Council to re- authorize the bond
sale that was already completed and awarded at the October 9 th Meeting. The reason for the re-
authorization is that the Council approval was for $6,850,000 rather than the actual amount of
$6,810,000. While the original resolution was probably acceptable since the amount approved was
higher than the actual amount of bonds sold, we wanted to formally acknowledge the difference and
have the record show the correct amount.
Regarding the Sewer and Water Bonds noted above, as is normal practice, these bonds will be offered to
the public through competitive sales at 10 AM on Tuesday, October 23 d . Following the sales, and
tentative agreements, the sales and terms will be presented for approval to the Council at Tuesday's
meeting.
As outlined in the initial resolutions, we are, again, separating the Utility borrowings from the general
obligation borrowings to match the obligations with the funds that benefit from the borrowings, and to
manage the City's debt burden in recognition of the regulatory limit of 5% of Equalized Value for
General Obligation Debt. This also allows the City to reserve general obligation borrowing capacity for
future needs.
ANALYSIS
While we will not be able to do an exact dollar analysis of the bids until they are received on Tuesday,
October 23` the information below provides details of a typical tax- exempt borrowing.
Tax - Exempt Bor i Option — This is the traditionally lowest cost option to obtain funds for public
use. There are certain requirements that the City must follow in executing the bonds that include the
proper use, recordkeeping, and accountability of the funds.
While market conditions and specific bidders dictate what the interest rates are, and we will not have the
exact numbers until next week, we do know that the current interest rates for these types of offerings are
in the range of: 2.60% - 2.80% for twenty year revenue bonds. This range is based on recent public
borrowings that have taken place, and is very acceptable in light of current economic conditions. These
rates are below average when compared to the ten -year history of interest rates for these purposes.
FISCAL IMPACT
The amounts borrowed, the $6,810,000 of Storm Water Revenue Bonds, the $6,460,000 of Sewer
Revenue Bonds, and the $5,570,000 of Water Bonds, all being paid off over twenty years, will be added
to each respective Utility's outstanding debt obligations. The interest expense (cost of borrowing the
funds) that will be incurred over these same time periods will be determined next Tuesday, and
presented to the Council at the meeting that evening.
RECOMMENDATION
Staff recommends adoption of all three of the above noted resolutions.
R spectfully Submitted, Approved:
PeggWeno t o of '
Finance Director City Manager