HomeMy WebLinkAbout05. 14-446
OCTOBER 14, 2014 14-446 RESOLUTION
(CARRIED___7-0___ LOST _______ LAID OVER _______ WITHDRAWN _______)
PURPOSE: RESOLUTION DETERMINING TO ISSUE $14,455,000
AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION
CORPORATE PURPOSE BONDS, SERIES 2014B, 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
LEVYING TAXES
INITIATED BY: CITY ADMINISTRATION
W, by initial resolutions duly adopted on May 27, 2014, there have been
HEREAS
authorized to be issued not to exceed $15,130,000 general obligation bonds of the City
of Oshkosh, Winnebago County, Wisconsin (the “City”) for the public purposes as
follows:
$6,100,000 for a building for the housing of machinery and
equipment; and
$9,030,000 for refunding outstanding obligations of the City;
W, notice of the sale of bonds for such purposes was published on
HEREAS
October 7, 2014, in The Bond Buyer; and
W, it is now necessary and desirable that said bonds be sold and issued
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for the purposes aforesaid in the aggregate principal amount of $14,455,000; and
W, pursuant to the advertisement aforesaid, sealed bids were received for
HEREAS
the purchase of said bonds in the aggregate principal amount of $14,455,000 until 10:00
A.M., C.S.T., on October 14, 2014, and are as follows:
NAME OF BIDDER
Morgan Stanley & Co. LLC
Robert W. Baird & Co., Incorporated
Keybanc Capital Markets Incorporated
Piper Jaffray & Co.
Hutchinson, Shockey, Erley & Co.
; and
TRUE INTEREST RATE
2.2343 %*
2,2685
2.3230
2.3718
2.4686
WHEREAS, the bid of Morgan Stanley & Co. LLC of New York, New York, and
associates at a price of $15,088,194.73, plus accrued interest to the date of delivery,
was the best bid submitted, which bid is as follows:
(Here Insert or Attach a True Copy of the Winning Bid)
* Adjusted TIC after re- sizing is 2.2369
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BiD FORM
The Common Council October 14, 2014
City of Oshkosh, Wisconsin
RE: $15,I30,000* General Obligation Corporate Purpose Bonds, Series 2014B
DR'I'ED: November 5, 2014
For all or none of the above Bonds, in accordance with the Notice of Salc and lenns of the Olobat Book -Entry System (unless otherwise
specified by the Purchaser) as stated in this Preliminary Official Statement, we will pay you S 15, 795, 965 .56 (not less than
514,940,875, nor more than S15,886,500) plus accrued interest to date of delivery for frilly registered Bonds bearing interest rates and
maturing in the stated year, as follows:
2.00 %due 2015 3.00 %due 2022 3.00 %due 2029
2.00 %due 2016 3.00 %due 2023 3.00 %due 2030
3.00 %due 20I7 3.00 %due 2024 3.00 %due 2031
3.00 %due 2018 2.25 %due 2025 3.00 %due 2032
3.00 %due 2019 2.375 %due 2026 3.00 %due 2033
3.00 %due 2020 3.00 %due 2027
2.00 %due 2021 3.00 %due 2028
• 'Fite City reserves lite right to increase or decrease the amount of any individual maturity of the Bonds in increments of $5,000 on die
day of sale. If individual maturities are increased or decreased, the purchase price proposed will be adjusted to maintain the same gross
spread per $1,001).
The rate for any maturity may not he more than 1.00% less than tite rate fiar any preceding maturity. (For example, if a rate of
4.50% is proposed for the 2017 maturity, then the Iowest rate that may he proposed for any inter maturity is 3,501/6.) All Boards
of Cite same maturity must bear interest from date of issue until paid at a single, uniform rate. Each rate must be expressed in an integral
multiple of 5/100 or 1/8 of 1 %.
We enclose our good faith deposit in the amount of $302,600, to be held by you pending delivery and payment. Alternatively, if we are
the winning bidder, we will wire our good faith deposit to KleinBanh,1550 Audubon Road, Chaska, \Minnesota, A 13 No. 09191564
for credit: Ehlers & Associates Good Faith Account No. 3208138. Such good faith deposit shall be received by Ehlers & Associates
no later than two hours after the bid opening time. The City reserves the right to award the Bonds to a winning bidder whose wire transfer
is initiated but not received by such time provided that such winning bidder's federal wire reference number has boon received. In the event
the Deposit is not received as provided above, the City may award the Bonds to the bidder submitting the next best bid provided such
bidder agrees to such award. I f our bid is not accepted, said deposit shalt be promptly returned to us. If the good faith deposit is wired to
such escrow accoun t, we agree to the conditions and duties of Ehlers & Associates, ]tic., as escrow holder of the good faith deposit, pu rsuant
to the Notice of Sale. 'ibis bid is for prompt acceptance and is conditional upon delivery of said Bonds to The Depository Trust Company,
New York, New York, in accordance with llte Notice of Sale. Delivery is anticipated to be on or about November 5, 2014.
'Ihis bid is subject to the City's agreement to enter into a 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.
Wehavereceived andreviewed the Preliminary Official Statcnmcntand havesubmitledourrequests foradditional inforniationorcorrections
to the Final Official Statement, As Syndicate Manager, we agree to provide the Ci rof the Bonds within 24 hours
of tEmc bid acceptance.
AccountManaeer: Morgan Stanley & Co. LLC Bv:
Account Members: \
Award will boon a true interest cost basis. According to our computations (cite correct computation being controlling in the award), the
total dollar interest cost (including any discount or less any premium) computed from November 5, 2014 of (tic above bid is
3 $2, 930, 894 -3 Ind the true interest cost (TIC) is 2.2343 o /c6.
The foregoing offer is hereby accepted by and on behalf of the Common Council of the City of Oshkosh, Wisconsin, on October 14, 2014.
'.13y: By:
'Title: fide:
* Subsequent to bid opening the issue size was decreased to $14,455,000.
Adjusted Price - $15,089,194.73 Adjusted Net Interest Cost - $2,812,728.23 Adjusted TIC - 2.2369%
Now, THEREFORE, Be It Resolved by the City Council of the City of Oshkosh,
Winnebago County, Wisconsin, as follows:
Section 9. Definitions. For all purposes of this Resolution, except as otherwise
expressly provided herein or unless the context otherwise requires, the terms defined in
this Section 1 shall have the meanings set forth below, and shall include the plural as
well as the singular:
"Bond" or "Bonds" shall mean one or more of the General Obligation Corporate
Purpose Bonds, Series 20148, authorized to be issued by the terms of this Resolution.
`Bond Register" shall mean the books of the City kept by the Registrar to
evidence the registration and transfer of the Bonds.
"City" shall mean the City of Oshkosh, Winnebago County, Wisconsin, and any
successor to the duties or functions of the City.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Escrow Agent" shall mean U.S. Bank National Association of St. Paul,
Minnesota, and its successors.
"Escrow Agreement" shall mean the Escrow Agreement dated as of November 1,
2014, by and between the City and the Escrow Agent, relating to the Refunded Bonds.
"Escrow Fund" means the fund by that name established under the Escrow
Agreement.
"Governing Body" shall mean the City Council of the City, or such other council,
board, commission or body, by whatever name known, which shall succeed to its
powers.
"Prior Bonds" means (i) the $6,480,000 aggregate principal amount of General
Obligation Corporate Purpose Bonds, Series 2004 -A of the City, currently outstanding in
the aggregate principal amount of $4,085,000, and (ii) the $9,265,000 aggregate
principal amount of General Obligation Corporate Purpose Bonds, Series 2006 -A of the
City, currently outstanding in the aggregate principal amount of $6,665,000.
"Refunded Bonds" means the portion of the Prior Bonds to be refunded with a
portion of the proceeds of the Bonds.
"Registrar" shall mean the City Treasurer of the City in Oshkosh, Wisconsin, or a
successor designated as Registrar under this Resolution.
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"Resolution" shall mean this resolution as adopted by the Governing Body of the
City.
Section 2. Authorization. The issuance of $14,455,000 aggregate principal
amount of Bonds is hereby authorized for the purpose of providing funds in an amount
sufficient to finance the public purpose projects and to refund the Refunded Bonds, as
set out in the preamble to this Resolution.
The Bonds shall be designated "General Obligation Corporate Purpose Bonds,
Series 2014B," shall be dated the date of issuance, as originally issued, and shall also
bear the date of their authentication by the Registrar. The Bonds shall be in fully
registered form, shall be in denominations of $5,000 each and integral multiples thereof
(but no single Bond shall represent installments of principal maturing on more than one
date), shall be lettered "R" and numbered consecutively starting with the number one,
shall mature as to principal on December 1 of the years, and in the principal amounts,
and shall bear interest at the rates per annum, as follows:
Section 3. Interest; Payment Provisions. The Bonds shall bear interest from
their date or from the most recent interest payment date to which interest has been paid
or duly provided for, at the interest rates set out above, such interest (computed upon
the basis of a 360 -day year consisting of twelve 30 -day months) being payable on
June 1 and December 1 of each year, commencing on June 1, 2015. Interest on each
Bond shall be paid by check or draft of the Registrar to the person or entity in whose
name such Bond is registered at the close of business on the fifteenth day of the
calendar month immediately preceding the applicable interest payment date. The
principal of each Bond shall be payable in lawful money of the United States of America
only upon presentation and surrender of such Bond at the designated corporate trust
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 of said seal. In case any officer whose
signature shall appear on any Bond shall cease to be such officer before the delivery of
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PRINCIPAL
INTEREST
PRINCIPAL
INTEREST
DATE
AMOUNT
RATE
DATE
AMOUNT
RATE
2015
$ 405,000
2.00%
2025
$975,000
2.25%
2016
295,000
2.00
2026
325,000
2.375
2017
1,165, 000
3.00
2027
330,000
3.00
2018
1,210,000
3.00
2028
340,000
3.00
2019
1,250,000
3.00
2029
350,000
3.00
2020
1,285,000
3.00
2030
360,000
3.00
2021
1,320,000
2.00
2031
375,000
3.00
2022
1,350,000
3.00
2032
385,000
3.00
2023
1,395,000
3.00
2033
395,000
3.00
2024
945,000
3.00
Section 3. Interest; Payment Provisions. The Bonds shall bear interest from
their date or from the most recent interest payment date to which interest has been paid
or duly provided for, at the interest rates set out above, such interest (computed upon
the basis of a 360 -day year consisting of twelve 30 -day months) being payable on
June 1 and December 1 of each year, commencing on June 1, 2015. Interest on each
Bond shall be paid by check or draft of the Registrar to the person or entity in whose
name such Bond is registered at the close of business on the fifteenth day of the
calendar month immediately preceding the applicable interest payment date. The
principal of each Bond shall be payable in lawful money of the United States of America
only upon presentation and surrender of such Bond at the designated corporate trust
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 of said seal. In case any officer whose
signature shall appear on any Bond shall cease to be such officer before the delivery of
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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. The Bonds may be
prepared in printed or typewritten form.
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 of the Bonds. No Bond shall be valid or
obligatory for any purpose or be entitled to any security or benefit under this Resolution
unless and until such certificate of authentication shall have been duly executed by the
Registrar by manual signature, and such certificate of authentication upon any such
Bond shall be conclusive evidence that such Bond has been authenticated and
delivered under this Resolution. The certificate of authentication on any Bond shall be
deemed to have been executed by the Registrar if signed by an authorized officer of the
Registrar, but it shall not be necessary that the same officer sign the certificate of
authentication on all of the Bonds issued under this Resolution.
Section 5. Registration of Bonds,- Persons Treated as Owners. The City shall
cause books (the "Bond Register') for the registration and for the transfer of the Bonds
as provided in this Resolution to be kept at the 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 thereof or his
attorney duly authorized in writing, the City shall execute and the Registrar shall
authenticate, date and deliver in the name of the transferee or transferees a new fully
registered Bond or Bonds of the same maturity and interest rate of authorized
denomination or denominations, for a like aggregate principal amount. Any fully
registered Bond or Bonds may be exchanged at said office of the Registrar for a like
aggregate principal amount of Bond or Bonds of the same maturity and interest rate of
other authorized denomination or denominations. The execution by the City of any fully
registered Bond shall constitute full and due authorization of such Bond, and the
Registrar shall thereby be authorized to authenticate, date and deliver such Bond;
provided, however, that the principal amount of the outstanding Bonds authenticated by
the Registrar shall never exceed the authorized principal amount of the Bonds, less
previous retirements.
The Registrar may, but shall not be required to, transfer or exchange any Bond
during the period of fifteen (15) days next preceding any interest payment date on such
Bond, nor to transfer or exchange any Bond after notice calling such Bond for
redemption prior to maturity has been mailed nor during the period of fifteen (15) days
next preceding mailing of a notice of redemption of any Bonds.
The person in whose name any Bond shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of the principal
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of, premium (if any) or interest on any Bond shall be made only to or upon the order of
the registered owner thereof or his legal representative. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Bond to the extent of
the sum or sums so paid.
The Registrar shall never register any Bond to bearer.
No service charge shall be made for any transfer or exchange of Bonds, but the
City or the Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange
of Bonds, except in the case of the issuance of a Bond or Bonds for the unredeemed
portion of a Bond surrendered for redemption.
The City and/or the Registrar may enter into an agreement with a securities
depository registered under Section 17A of the Securities Exchange Act of 1934, as
amended (the "Securities Depository'), including without limitation The Depository Trust
Company, which is the record owner of the Bonds, to establish procedures with respect
to Bonds owned by such Securities Depository. Such agreement may impose
additional requirements on the Registrar with respect to the Bonds.
Section 6. Prior Redemption. The Bonds maturing on and after December 1,
2025, shall be subject to redemption prior to maturity at the option of the City, as a
whole or in part in such order as the City may determine (less than all of the Bonds of a
single maturity to be selected by the Registrar as hereinafter provided), on December 1,
2024, and on any date thereafter, at a redemption price of 100% of the principal amount
thereof being redeemed plus accrued interest to the date fixed for redemption.
The Bonds shall be redeemed only in the principal amount of $5,000 each and
integral multiples thereof. At least forty -five (45) days prior to the date fixed for an
optional redemption (unless a shorter notice shall be satisfactory to the Registrar), the
City shall notify the Registrar of such date fixed for redemption and of the order and the
principal amount of the Bonds to be redeemed. For purposes of any redemption of less
than all of the outstanding Bonds of a single maturity, the particular Bonds or portions of
Bonds to be redeemed shall be selected by the Registrar from the outstanding Bonds of
such maturity then outstanding by such method as the Registrar shall deem fair and
appropriate, and which may provide for the selection for redemption of Bonds or
portions of Bonds in principal amounts of $5,000 and integral multiples thereof.
The Registrar shall promptly notify the City in writing of the Bonds or portions of
Bonds selected for redemption prior to maturity and, in the case of any Bond selected
for partial redemption, the principal amount thereof to be redeemed.
Section 7. Redemption Procedure. Unless waived by any registered owner of
Bonds (or portions thereof) to be redeemed, notice of the call for any such redemption
prior to maturity shall be given by the Registrar on behalf of the City by mailing the
redemption notice by registered or certified mail, postage prepaid, not less than thirty
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(30) days and not more than sixty (60) days prior to the date fixed for redemption to the
registered owner of the Bond or Bonds to be so redeemed at the address shown on the
Bond Register or at such other address as is furnished in writing by such registered
owner to the Registrar. Failure to give such notice by mailing to any owner of any Bond,
or any defect therein, shall not affect the validity of any proceedings for the redemption
of any other Bonds.
All notices of redemption shall state:
(1) the date fixed for redemption,
(2) the redemption price,
(3) if less than all outstanding Bonds are to be redeemed, the
identification, including CUSIP numbers (and, in the case of partial redemption,
the respective principal amounts) of the Bonds to be redeemed,
(4) that on the date fixed for redemption the redemption price will
become due and payable upon each such Bond or portion thereof called for
redemption, and that interest thereon shall cease to accrue from and after said
date, and
(5) the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be the 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
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
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surrender for any partial redemption of any Bond, there shall be prepared for the
registered owner a new Bond or Bonds of the same maturity and interest rate in the
amount of the unpaid principal. All Bonds which have been redeemed shall be
cancelled and destroyed by the Registrar, and shall not be reissued.
In addition to the redemption notice required above, unless all of the Bonds are
owned by one (9) registered owner 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 S. 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:
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►•
RATE OF
INTEREST
Registered Owner:
Principal Amount:
(Form of Bond —Front Side)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
GENERAL OBLIGATION
CORPORATE PURPOSE BOND, SERIES 20148
MATURITY DATE
December 1,
DATED DATE
November—, 2014
CUS1P NUMBER
KNow ALL MEN BY THESE PRESENTS. That the City of Oshkosh in the County of
Winnebago and the State of Wisconsin (the "City'), hereby acknowledges itself to owe
and for value received promises to pay to the Registered Owner hereinabove identified,
or registered assigns as hereinafter provided, on the Maturity Date hereinabove
identified, the Principal Amount hereinabove identified and to pay interest (computed on
the basis of a 360 -day year consisting of twelve 30 -day months) on such Principal
Amount from the Dated Date hereinabove identified or from the most recent interest
payment date to which interest has been paid at the Rate of Interest per annum
hereinabove identified on dune 1 and December 1 of each year, commencing on
June 1, 2015, until said Principal Amount is paid, except as the provisions hereinafter
set forth with respect to redemption prior to maturity may be and become applicable to
this Bond.
The principal of this Bond is payable in lawful money of the United States of
America only upon presentation and surrender of this Bond at the designated office of
the City Treasurer of the City, as registrar and paying agent, or any successor thereto
(the "Registrar'). Payment of each installment of interest hereon shall be made to the
Registered Owner hereof who shall appear on the registration books of the City
maintained by the Registrar at the close of business on the fifteenth day of the calendar
month immediately preceding the applicable interest payment date, and shall be paid by
check or draft of the Registrar mailed to such Registered Owner at his address as it
appears on such registration books or at such other address as may be furnished in
writing by such Registered Owner to the Registrar.
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Reference is hereby made to the further provisions of this Bond set forth on the
reverse side hereof, and such further provisions shall for all purposes have the same
effect as if set forth on the front side of this Bond
It is hereby certified, recited and declared that all acts, conditions and things
required to be done, exist, happen and be performed precedent to and in the issuance
of this Bond have been done, have existed, have happened and have been performed
in due time, form and manner as required by the Constitution and the laws of the State
of Wisconsin; that this Bond, together with all other indebtedness of the City, does not
exceed any limitation prescribed by law, and that the City has levied a direct annual
irrepealable tax sufficient to pay the interest hereon when it falls due and also to pay
and discharge the principal hereof at maturity.
The full faith, credit and resources of the City are hereby pledged for the payment
of the principal of and interest on this Bond and the issue of which it is a part as the
same respectively become due and for the levy and collection of sufficient taxes for that
purpose.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Registrar.
Kill
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]
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City Manager
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within mentioned Resolution, and
is one of the General Obligation Corporate Purpose Bonds, Series 2014B, of the City of
Oshkosh, Winnebago County, Wisconsin.
Date of Authentication:
OE
City Treasurer
[Form of Bond - Reverse Side]
This Bond is one of an authorized issue of General Obligation Corporate Purpose
Bonds, Series 20146, aggregating the principal amount of $14,455,000 (the 'Bonds')
issued for the following purposes:
$6,025,000 for a building for the housing of machinery and
equipment; and
$8,430,000 for refunding outstanding obligations of the City;
pursuant to and in all respects in compliance with Chapter 67, Wisconsin Statutes, as
supplemented and amended and a resolution adopted by the City Council of the City on
October 14, 2014 (the "Resolution').
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, but only in
the manner, subject to the limitations and upon payment of the charges provided in the
Resolution, and upon surrender and cancellation of this Bond, Upon such transfer a
new Bond or Bonds of the same maturity and interest rate of authorized denomination
or denominations and for a like aggregate principal amount will be issued to the
transferee in exchange for this Bond.
The Bonds are issuable in fully registered form in denominations of $5,000 each
and integral multiples thereof. This Bond may be exchanged at the 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
Resolution.
The City and the Registrar may deem and treat the registered owner hereof as
the absolute owner hereof for the purpose of receiving payment of or on account of
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principal hereof and interest due hereon and for all other purposes and neither the City
nor the Registrar shall be affected by any notice to the contrary.
Bonds of the issue of which this Bond is one maturing on and after December 1,
2025, are subject to redemption prior to maturity at the option of the City, as a whole or
in part in such order as the City may determine in integral multiples of $5,000, less than
all the Bonds of a single maturity to be selected by the Registrar, as provided in the
Resolution, in such manner as it shall deem fair and appropriate, on December 1, 2024,
and on any date thereafter, at a redemption price of 100% of the principal amount
thereof being redeemed plus accrued interest to the date fixed for redemption.
Notice of any intended redemption shall be sent by registered or certified mail,
postage prepaid, not less than thirty (30) days and not more than sixty (60) days prior to
the date fixed for redemption to the registered owner of each Bond to be redeemed (in
whole or in part) at the address shown on the registration books of the City maintained
by the Registrar or at such other address as is furnished in writing by such registered
owner to the Registrar. Such notice of redemption may be conditional as provided in
the Resolution. When so called for redemption, this Bond, or the portion hereof being
so called for redemption, will cease to bear interest on the specified redemption date,
provided funds for redemption are on deposit at the place of payment on that date, and
shall not be deemed to be outstanding.
The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN Com- as tenants in common
TEN ENT- as tenants by the entirety
JT TEN- as joint tenants with right
of survivorship and not
as tenants in common
UNIF GIFT/TRANS MIN ACT-
-Custodian
(Cust) (Minor)
under Uniform Gifts/Transfers to Minors
Act
(State)
Additional abbreviations may also be used though not listed above.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Name and Address of Assignee)
the within Bond, and does hereby irrevocably constitute and appoint
or its
successor as Registrar, to transfer the said Bond on the books kept for registration
thereof with full power of substitution in the premises.
Dated:
NOTICE: The signature to this Assignment must correspond with the name of the
registered owner as it appears upon the face of the within Bond in every
particular, without alteration or enlargement or any change whatever.
Signature guaranteed:
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include
membership or participation in STAMP or such other "signature guaranty
program" as may be determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with the Securities Exchange Act
of 1934, as amended.
Section 9. Sale of Bonds. The sale of the Bonds to Morgan Stanley & Co. LLC
of New York, New York, and associates, at the price of $15,089,194.73 plus accrued
interest to the date of delivery, is hereby confirmed. The City Treasurer of the City is
hereby authorized to deliver the Bonds to said purchasers upon payment of the
purchase price.
Section 90. Tax Levy. In order to provide for the collection of a direct annual tax
sufficient to pay the interest on the Bonds and to pay and discharge the principal thereof
at maturity, there is hereby levied upon all the taxable property in the City of Oshkosh,
Winnebago County, Wisconsin, a direct annual tax in amounts sufficient for that
purpose, and there is hereby levied upon all taxable property in the City the following
direct annual tax in each of the years and amounts, to -wit:
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YEAR AMOUNT
2014
$ 838,291.71
2015
691,006,26
2016
1,555,106.26
2017
1,565,156.26
2018
1,568,856.26
2019
1,566,356.26
2020
1,562,806.26
2021
1,566,406.26
2022
1,570,906.26
2023
1,079,056.26
2024
1, 080, 706.26
2025
408,768.76
2026
406,050.00
2027
406,150.00
2028
405,950.00
2029
405,450.00
2030
409,650.00
2031
408,400.00
2032
406,850.00
In each of said years from 2014 to 2032, inclusive, the direct annual tax above
levied shall be extended upon the tax rolls of the City in the same manner and time as
taxes for general City purposes, and when collected the proceeds of said taxes shall be
deposited into the account of the debt service fund established in favor of the Bonds, to
be used solely for paying the principal of and interest on the Bonds as long as any of
the Bonds remain outstanding.
Section 11. Sufficiency. Interest or principal maturing at any time during the life
of the Bonds when there shall be insufficient funds on hand from the above tax levy to
pay the same shall be paid promptly when due from the general fund of the City, and
said fund shall be reimbursed in a like amount out of the proceeds of taxes hereby
levied when the same shall have been collected.
Section 12. Debt Service Fund. There has been ordered to be established in the
City Treasury a fund separate and distinct from all other funds of the City to be
designated the "Debt Service Fund," which fund shall be used solely for the purpose of
paying the principal of, premium, if any, and interest on municipal obligations issued
pursuant to Chapter 67, Wisconsin Statutes, as supplemented and amended. There is
hereby created, and there shall be deposited in, an account known as the "Series
2O14B Corporate Purpose Bond Account," to be held as a part of the Debt Service
Fund, all premium, if any, and accrued interest paid on the Bonds at the time the Bonds
are delivered to the purchasers thereof; all money raised by taxation pursuant to
Section 10 hereof; and such other sums as may be necessary to pay the interest on the
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Bonds when the same shall become due and to retire the Bonds at their respective
maturity dates.
Section 13. Use of Proceeds; No Arbitrage; Bonds to Remain in Registered
Form; Reimbursement. The principal proceeds of the Bonds in the amount of
$8,878,405.18 shall be deposited in the Escrow Fund established under the Escrow
Agreement, and used solely for the purpose of refunding the Refunded Bonds, as
provided in the Escrow Agreement. The City Manager of the City is hereby authorized
and directed to execute, and the City Clerk of the City is hereby authorized and directed
to attest and to affix the official seal of the City to, and the City Manager and the City
Clerk of the City are hereby authorized and directed to deliver, the Escrow Agreement in
substantially the same form as presented to the City Council of the City, with such
changes therein as shall be approved by the City Manager of the City, his or her
execution of the Escrow Agreement to constitute conclusive evidence of his approval of
any and all such changes. The balance of the principal proceeds of the Bonds shall be
deposited in a special fund, and used solely for the purpose of financing the public
purpose projects for which the Bonds are hereby authorized.
The City recognizes that the purchasers and owners of the Bonds will have
accepted them on, and paid therefor a price which reflects, the understanding that the
interest thereon is excludible from Federal gross income of the owners thereof under
laws in force at the time the Bonds shall have been delivered. In this connection, the
City agrees that it shall take no action which may render the interest on any of the
Bonds includible in Federal gross income of the owners thereof and that the principal
proceeds of the sale of the Bonds shall be devoted to and used with due diligence for
the purposes for which the Bonds are hereby authorized to be issued. The City agrees
that, to the extent possible under state law, it will comply with whatever Federal law is
adopted in the future, which applies to the Bonds and affects the tax - exempt status of
the interest on the Bonds.
The City Manager, the City Clerk, the City Treasurer /Finance Director or any of
them, are hereby authorized to execute on behalf of the City a Tax Exemption
Certificate and Agreement to assure the purchasers and owners of the Bonds that the
proceeds of the Bonds are not expected to be used in a manner which would or might
result in the Bonds being "reimbursement bonds" issued in contravention of Section
1.103 -18 of the United States Treasury Department Regulations (the "Regulations') or
"arbitrage bonds" under Section 148 of the Code or the Regulations currently in effect or
proposed. Such Tax Exemption Certificate and Agreement shall constitute a
representation, certification and covenant of the City, and shall be incorporated herein
by reference, and no use or investment of Bond proceeds or of moneys accumulated to
pay the Bonds herein authorized shall be made in violation of the expectations
prescribed by said Tax Exemption Certificate and Agreement. Such Tax Exemption
Certificate and Agreement shall constitute an agreement of the City to follow certain
covenants which may require the City to take certain actions (including the payment of
certain amounts to the United States of America) or which may prohibit certain actions
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(including the establishment of certain funds and account) under certain conditions as
specified in such Tax Exemption Certificate and Agreement.
The City further recognizes that Section 149(a) of the Code requires the Bonds to
be issued and to remain in fully registered form in order that the interest thereon is
excludible from Federal gross income of the owners thereof under laws in force at the
time the Bonds are delivered. In this connection, the City agrees that it will not take any
action to permit the Bonds to be issued in, or converted into, bearer or coupon form.
Section 14. Duties of Registrar. If requested by the Registrar, the City Manager
of the City is hereby authorized to execute, and the City Clerk of the City is hereby
authorized to attest and to affix the official seal of the City, and said City Manager and
City Clerk are hereby authorized to deliver, the Registrar's standard form of agreement
between the City and the Registrar with respect to the obligations and duties of the
Registrar hereunder, which shall include the following;
(a) to act as Registrar, authenticating agent, paying agent and transfer
agent as provided herein;
(b) to give notice of redemption of Bonds as provided herein;
(c) to cancel and destroy Bonds which have been paid at maturity or
upon earlier redemption or submitted for exchange or transfer;
(d) to furnish the City at least annually a certificate of destruction with
respect to Bonds cancelled and destroyed; and
(e) to furnish the City at least annually an audit confirmation of Bonds
paid, Bonds outstanding and payments made with respect to the interest on the
Bonds.
The City Clerk of the City is hereby directed to file a certified copy of this
Resolution with the Registrar.
The City covenants that it shall at all times retain a Registrar with respect to the
Bonds, that it will maintain at the designated office of such Registrar a place or places
where Bonds may be presented for payment or registration of transfer or exchange, and
that it shall require that the Registrar properly maintain the Bond Register and perform
the other duties and obligations imposed upon it by this Resolution in a manner
consistent with the standards, customs and practices of the municipal securities
industry.
The Registrar shall signify its acceptance of the duties and obligations imposed
upon it by this Resolution by executing the certificate of authentication on any Bond,
and by such execution the Registrar, shall be deemed to have certified to the City that it
has all requisite power to accept and has accepted such duties and obligations. The
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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.
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
Section 14 shall be an officer of the City or a bank, trust company or national banking
association.
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.
Section 15. Continuing Disclosure Undertaking. The City Manager or the City
Treasurer /Finance Director of the City is hereby authorized, empowered and directed to
execute and deliver the Continuing Disclosure Undertaking with respect to the Bonds
(the "Continuing Disclosure Undertaking') in substantially the form as the individual
executing the Continuing Disclosure Undertaking on behalf of the City shall approve, his
or her execution 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 remedy for failure to comply with the Continuing
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Disclosure Undertaking shall be the ability of any beneficial owner of any Bond to seek
mandamus or specific performance by court order to cause the City to comply with its
obligations under the Continuing Disclosure Undertaking.
Section 16. Other Documents. The City Manager, the City Clerk, the City
Treasurer/Finance Director and all other officers of the City are hereby authorized to
execute all documents and certificates and to take all actions as may be necessary in
connection with the authorization 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, including without limitation an official statement describing the Bonds and
the City. This Resolution and all such documents shall be in substantially the same
form contemplated by this Resolution, with such changes as shall be approved by the
officers executing this Resolution and said documents, the execution thereof to
constitute conclusive proof of such approval.
Section 17. Prior Action. The action of the City Treasurer/Finance Director of the
City in causing the notice of the sale of the Bonds to be published is hereby in all
respects ratified and confirmed.
Section 18. Severabifity. if any section, paragraph or provision of this Resolution
shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability or such section, paragraph or provision shall not affect any of the
remaining sections, paragraphs and provisions of this Resolution.
Section 19. Conflicting Proceedings Superseded. All ordinances, resolutions or
orders, or parts thereof, heretofore enacted, adopted or entered, in conflict with the
provisions of this Resolution, shall be, and 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 14, 2014.
Approved October 14, 2014.
Recorded October 14, 2014.
ATTEST:
Isl Pamela R. Ubrig
City Clerk
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1sf Burk Tower
Mayor