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HomeMy WebLinkAbout10. 13-290REVISED JUNE 11, 2013 13 -290 RESOLUTION (CARRIED 7 -0 LOST LAID OVER WITHDRAWN ) PURPOSE: APPROVE RESOLUTION DETERMINING TO ISSUE $15,220,000 AGGREGATE PRINCIPAL AMOUNT OF STORM WATER UTILITY REVENUE BONDS, SERIES 2013A, OF THE CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, IN SUCH AMOUNT PROVIDING DETAILS, PRESCRIBING THE FORM OF THE BOND, AWARDING THE BONDS TO THE BEST BIDDER, AND PROVIDING FOR THE PAYMENT OF SAID BONDS AND COVENANTS WITH RESPECT THERETO INITIATED BY: FINANCE DEPARTMENT WHEREAS, the City of Oshkosh, Winnebago County, Wisconsin (the "City') owns and operates a storm water utility system; and WHEREAS, it has been determined previously that the City shall construct, extend, add to 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 WHEREAS, it has been determined previously that additions and improvements to said storm water utility system were necessary; and WHEREAS, under the provisions of Chapter 66 of the Wisconsin Statutes, as supplemented and amended, 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 WHEREAS, the City has heretofore issued $4,820,000 aggregate principal amount of Storm Water Utility Revenue Bonds, Series 2005 -C, dated May 1, 2005, which bonds are outstanding in the aggregate principal amount of $3,315,000 (the "Series 2005 Bonds'); and WHEREAS, Resolution Number 05 -100 duly adopted by the City Council of the City on 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 WHEREAS, pursuant to Section 15 of the 2005 Resolution, the City has heretofore issued $20,800,000 aggregate principal amount of Taxable Storm Water Utility Revenue Bonds, Series 2010E, dated October 5, 2010 (the "Series 2010 Resolution'), on a parity with the Series 2005 Bonds, which bonds are outstanding in the aggregate principal amount of $18,520,000 (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, pursuant to Section 16 of the 2005 Resolution and Section 10 of the 2010 Resolution, the City has heretofore issued $6,810,000 aggregate principal amount of Storm Water Utility Revenue Bonds, Series 2012D, dated November 1, 2012 on a parity with the Series 2005 Bonds and the Series 2010 Bonds, which bonds are outstanding in the aggregate principal amount of $18,520,000 (the "Series 2012 Bonds'); and WHEREAS, Resolution Number 12 -535 duly adopted by the City Council of the City on October 9, 2012 (as amended and restated on October 23, 2012), authorizing the issuance of the Series 2012 Bonds, by Section 10 thereof, authorizes the issuance of additional bonds on a parity with the Series 2005 Bonds, the Series 2010 Bonds and the Series 2012 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, the Series 2010 Bonds and the Series 2012 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 2013A, of the City (the "Bonds'), payable solely from -2- 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 Section 66.0621 of the Wisconsin Statutes, as supplemented and amended, on a parity with the Series 2005 Bonds, the Series 2010 Bonds and the Series 2012 Bonds; and WHEREAS, the sale of said Bonds was advertised in The Bond Buyer on June 3, 2013; and WHEREAS, pursuant to said advertisement aforesaid, sealed bids were received for the purchase of the Bonds until 10:00 A.M., on June 11, 2013, and are as follows: NAME OF BIDDER TRUE INTEREST COST Robert W. Baird & Co., 3.7359 % Incorporated Hutchinson, Shockey, Erley & Co. 3.7657 and WHEREAS, the bid of Robert W. Baird & Co., Incorporated of Milwaukee, Wisconsin, and associates at a price of $14,966,528.87, plus accrued interest to the date of delivery, was the best bid submitted, which bid is as follows: * Adjusted TIC after restructuring to eliminate the refunding component is 3.8622 %. -3- (Here Insert or Attach a True Copy of the Winning Bid) m 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 $15,220,000 aggregate principal amount of Storm Water Utility Revenue Bonds, Series 2013A, 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 I 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 the Revenues after deduction of Operation and Maintenance Expenses; "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; "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, the Series 2010 Bonds and the Series 2012 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 -5- equality with the Bonds and the Outstanding Bonds, pursuant to the restrictive provisions of Section 15 of the 2005 resolution; "Registrar" shall mean U.S. Bank National Association of St. Paul, Minnesota, 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 -C, 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; "Series 2012 Bonds" shall mean the outstanding Storm Water Utility Revenue Bonds, Series 2012D, of the City, dated November 1, 2012; "Statute" means Section 66.0621 of the Wisconsin Statutes, as supplemented and amended; "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; and "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. 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 $15,220,000. The Bonds shall be designated "Storm Water Utility Revenue Bonds, Series 2013A "; as originally issued shall be dated the date of issuance thereof, and M shall also bear the date of their 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, 2014. 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 designated office of the Registrar. 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 -7- INTEREST INTEREST YEAR AMOUNT RATE YEAR AMOUNT RATE 2014 $380,000 3.000% 2023 $ 730,000 3.000% 2015 575,000 3.000 2024 755,000 3.125 2016 595,000 3.000 2025 780,000 3.375 2017 610,000 3.000 2026 805,000 3.500 2018 630,000 3.000 2029 2,620,000 4.000 2019 650,000 3.000 2030 945,000 4.000 2020 670,000 3.000 2031 985,000 4.000 2021 690,000 3.000 2032 1,025,000 4.000 2022 710,000 3.000 2033 1,065,000 4.125 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, 2014. 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 designated office of the Registrar. 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 -7- 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 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. In 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. Bonds maturing on and after May 1, 2024, 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, 2023, 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, 2029, 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 of the years and in the principal amounts, as follows: PRINCIPAL YEAR AMOUNT 2027 $840,000 2028 870,000 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 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. W 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. 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 -10- 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: -11- (FORM OF BOND) UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH No. RATE OF INTEREST STORM WATER UTILITY REVENUE BONDS, SERIES 2013A MATURITY DATE DATED DATE \J CUSIP NUMBER May 1, REGISTERED OWNER: PRINCIPAL AMOUNT: June 27, 2013 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, 2014, 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 U.S. Bank National Association of St. Paul, Minnesota, 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 -12- 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, 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 2013A, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: .20 -13- By City Treasurer [FORM OF BOND - REVERSE SIDE] This Bond is one of an authorized issue of Storm Water Utility Revenue Bonds, Series 2013A, of like date, aggregating the principal amount of $15,220,000 (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 XI, 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, certain outstanding Taxable Storm Water Utility Revenue Bonds, Series 2010E, and certain outstanding Storm Water Utility Revenue Bonds, Series 2012D (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, October 9, 2012 (as amended and restated on October 23, 2012), and June 11, 2013 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, 2024, 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, 2023, 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, 2029, 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 of the years and in the principal amounts, as follows: PRINCIPAL YEAR AMOUNT 2027 $840,000 2028 870,000 -14- 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. -15- 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 /Trans 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 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 -16- 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 (as defined in the 2005 resolution) shall be deposited in the Storm Water Utility Special Redemption Fund (as defined in the 2005 resolution) 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 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 15 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 $14,966,528.87 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, if any, shall be deposited into the Interest and Principal Account of the Storm Water Utility Special Redemption Fund. -17- (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 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 INN (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. 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 shall 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 -19- Section 14 shall be a City officer or a bank or trust company with offices in the United States of America. 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. 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 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 -20- 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. -21- Section 20. Conflicting Ordinances, Resolutions and Orders 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 the same are hereby, superseded to the extent of such conflict, and this Resolution shall be in effect from and after its passage. Adopted June 11, 2013 Approved June 11, 2013 Recorded June 11, 2013 /s/ Burk Tower Mayor /s/ Pamela R. U 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. U City Clerk -22- STATE OF WISCONSIN ) ) SS. COUNTY OF WINNEBAGO ) I, Pamela R. Ubrig, hereby certify that I am the duly qualified and acting City Clerk of the City of Oshkosh, Winnebago County, Wisconsin, and as such official further certify that attached hereto is a copy of excerpts from the minutes of the meeting of the City Council of said City held on June 11, 2013; that I have compared said copy with the original minute record of said meeting in my official custody; and that said copy is a true, correct and complete transcript from said original minute record insofar as said original record relates to the $15,220,000 aggregate principal amount of Storm Water Utility Revenue Bonds, Series 2013A, of said City. I further certify that a true and correct statement of every step or proceeding had or taken to date in connection with the authorization of said Bonds has been recorded by me in a separate record book, pursuant to the provisions of Section 67.05(12), Wisconsin Statutes, as supplemented and amended. WITNESS my official signature and the official seal of said City this 27th day of June, 2013. City Clerk [SEAL] City of Oshkosh Finance Department 215 Church Ave., PO Box 1130 Oshkosh, WI 54903 -1130 01HKO f H (920) 236 -5006 (920) 236 -5039 FAX ON THE WATEn MEMORANDUM TO: Honorable Mayor and Members of the Common Council FROM: Peggy Steeno, Finance Director DATE: June 11, 2013 RE: Authorize $18,150,000 of Storm Water Utility Revenue Bonds, Series 2013A BACKGROUND Following the approval of. the 2013 Capital Improvement Program (CIP) in November of 2012; the reimbursement declaration, in November of 2012, allowing projects to get underway; and the initial borrowing resolutions, that were approved in April of 2013, 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 2013 borrowing process for our storm water needs. As is normal practice, the bonds, as outlined above, will be offered to the public through a competitive sale at 10 AM on Tuesday, June 11 ". Following the sale, and a tentative agreement with the best bidder, the sale and its terms will be presented for approval to the Council at Tuesday's meeting. 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 Approximately $15.05 Million of the proceeds from this issuance will finance storm water improvements and capital purchases as approved in the 2013 Capital Improvement Plan, with the remaining $3.1 Million of proceeds being used to advance refund certain maturities of the 2005C Storm Water Revenue Bonds. The refunding piece is being done solely as a money savings effort. The present value of the savings that will be realized from this refinancing is estimated at approximately $100,000, or 3.8% of the refunded principal. While market conditions and specific bidders dictate what the interest rates are, and we will not have the exact numbers until next week, we anticipate a true interest rate in the range of. 3.20% - 3.40% for twenty year revenue bonds. This range is based on recent public revenue borrowings that have taken place, and is a very acceptable range in light of current economic conditions. FISCAL IMPACT The amount borrowed, $18,150,000 of Storm Water Revenue Bonds, being paid off over twenty years, will be added to the Storm Water Utility's outstanding debt obligations. The interest expense (cost of borrowing the funds) that will be incurred over the same time period will be determined next Tuesday, and presented to the Council at the meeting that evening. RECOMMENDATION Staff recommends adoption of the above noted resolution. Respectfully Submitted, ��' Peggy Steeno Finance Director Approved: Mark Rohloff City Manager