HomeMy WebLinkAbout28780 / 77-03":arch 12, 1977 #3 RESOLUTION
p�TRPOSE: AUTHORIZING TP.UST AGREEMENT WITH FIRST WISCONSIN
NATIONAL BANK OF OSHKOSH.
�ESOLUTION providing that � Trust Agreement be
�r_tered into between the First Wisconsin National
�aj�'� c;� Gsnicosn, °i�rustee, ancl the City o� UshKOSh.
SUBhiIT�ED BY
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RESOLUTION #3
The C�ty Council of the City of Oshkosh, Winnebago County,
A d�u��n�e d R e u 1 a r �
:�:isconsin, me� in �� opeQn, public session at its regular
mee�ing place on April 12, 1g77, at _7:00 o'clock P,M., with the
follorring members present:
Council Members: Chaney, Wayne C.; Kutchera, Don H.;
Propp, Kathleen M.; Teichmiller, Bernice;
Schiefelbein, Ken R.
a�?d the follot•ling members absent :
Council Members: Moser, Robert H.; Singstock, George N.
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(Other busir_ess)
^ln� following resolution Uaas inf;roduced by A Council
Member and read in full:
RFSOL,UTION in connection with -
�_505�(LQ_�--_ Refunding Bonds,
Series 1977.
ti�7�iEREuS by resolution duly adopted by this City Council on
t-:arc:� 17, 1977 (the "resolution of March 17, 1977") there have been
�u�{_orized to be issued $25,635,000 REfunding Bonds, Series 1977
(tne "Refundino Bonds"), for the purpose of refunding certain out-
s�andino bonds (tne "Outstanding Bonds") of the City of Oshkosh (the
"C=ty"), sai_�30u�standing Bonds consisting of the following:
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$6g0,000 Corporate Purpose Bonds, Series
1959, dated July l, 1959;
�1,080,000 Corporate Purpose Bonds, Series
1961, dated July 1, 1g61;
$750,000 Corporate Purpose Bonds, Series
1963, dated P�7arch 1, �.963;
$160,000 Corporate Purpose Bonds, Series
1964, dated September l, 1964;
$1,200,000 Corporate Pur�ose Bonds, Series
1965, dated P�arch 1, 1g65;
$2,200,000 Corporate Purpose Bonds, Series
1967, dated A�arch 1, 1967;
$2,100,000 Corporate Purpose Bonds, Series
196s, dated I�Zay 1, 1g68; .
�1,475,00� Corporate Purpose Bonds, Series
1970, dated February 1, 1970;
$5,100,000 High School Bonds, Series
1970, dated August 1, 1970;
$1,550,000 Corporate Purpose Bonds, Series
1971_, dated July l, 1971;
$2,100,000 Corporate Purpose Bonds, Series
1972, dated September l, 1972;
�3,300,OOG Corporate Purpose Bonds, Series
1974, dated T�Zay l, 197�;
$1,450,000 Corporate Purpose Bor.ds, Series
1975, dated i�7ay 1, 1975 �
$1,650,000 Corporate Purpose Bonds, Series
1976, dated Ap?'il l, 197b; .
aB30,000 Corporate Purpose Bonds, Series
1976-A, dated October l, 1976.
WHEP,EAS pursuant to advertised notice of sale Refunding
Bonds in the principal amount of $24,540,000 were on April 12, 1977
sold to The
of Chicaqo
No_rthern Trust Compan
Illinois , at a price of par plus accrued
�nterest to the date of delivery and an adjusted premium of $2,540.28
(the "adjusted premium") pursuant to a resolution adopted on April 12,
1977 (ihe "A��rard Resolution"); and
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tJHEREAS of the adjusted premium of � 2,540.28 �
�2,540.2g together with unused bond proceeds of $4,644.43
Y shall be deposited in the Series 1977 Refunding
Bonds Sinking Fund created by the Award Resolution confirming the sale
and providino the details of said Reiunding Bonds, and the balance of
said premium in the amount of $ _p_ shall be considered
a part of the proceeds of the Refunding Bonds to be d�ppsited in trust
with the Trustee hereinafter named for the retirement of the Out-
s�anding Bonds; and
WHEREAS for the purpose of ensuring the payment of the
principal of and interest on the Outstanding Bonds and providing that
the proceeds of the Refunding Bonds be deposited in trust with a
Trustee for the retirement of the Outstanding Bonds and the payment of
any interest accrued and to accrue thereon, it is necessary to provide
for and authorize the execution of a Trust Agreement with a Trustee;
2ri�
��IHEREAS it is necessary to authorize an official statement
in connection ��ith the issuance of the Refunding Bonds; and
Ir1HEREAS it is necessary to enter into certain covenants in
connection with the issuance of the Refunding Bonds;
NOU7, THEREFORE, Be It Resolved by the City Council of the
Ci�y of Oshkosh, as follows:
Section 1. A Trust Agreement dated as of April 15, 1977
(�he "Trust Agreement") between the City and the First National Bank
of Oshkosh, as Trustee (the "Trustee"), in the form hereto attached
Gs �xhibit A is hereby approved by this City Council, and the City
'�'an?ger and City Clerk of the City are hereby authorized and directed
to �xecute the Trust �lgreement in substantially such form and to make
provision for ihe execution of the Trust Agreement by the appropriate
o�";cials of the Trustee.
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Section 2. The Refunding Bonds shall be printed and
executed as soon.as may be and shall be delivered to the purchasers
thereof upon recPipt by the Director of Administration of the City of.
the agreed purchase price. Following delivery of the Refunding I3onds
the proceeds thereof in the amount of $24,500,355.57shall be disbursed
for payment of the expenses of issuin� said bonds and establishing
a trust fund (the "Trust Fund") provided for in the Trust Agreement
ior the benefit of the Outstanding Bonds, and such proceeds in the
amount of $24,041,705.57 sha11 be deposited in trust with the
Trustee under the Trust Agreement, all as more fully provided in the
Trust Agreement and in this resolution.
Section 3. The proceeds of the sale of the Refunding Bonds
in the amount of $ 24,500,355.57 shall be devoted to and used
i�ri�h due diligence for the completion of the refunding for which the
Refunding Bonds were authorized to be issued by the AtiJard Resolution.
The City Council represents and certifies tha�:
(1) the facilities originally financed with the Out-
standing Bonds have not been and are not expected to be sold
or otherwise disposed of in whole or in part prior to the
last maturity of the Refunding Bonds;
(2) all of the principal proceeds of the Refundi:�g Bonds
are needed for the purpose stated in the form of bond set aut
in the Award Resolution, including expenses incidental
to such purposes and to the issuance of such bonds;
�3) Section 1.103-14(e)(3)(ii)(A) of the Proposed
Regulations of the United States Treasury Department under
Section 103(c) of the Internal Revenue Code applies to the
issue of the Refunding bonds; $23,513,600 of the
pC�a7c�bc proeeeds of the Refunding Bonds shall be applied
to �he retirement of the Outstandin�; Bonds being refunded by
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being deposited in an escrow account in the hands of the Trustee
under the Trust Agreement, on the date of delivery of the
Refunding Bonds, which date is within the thirty-day period
preseribed by Section 1.103-1�1(e)(3)(ii)(A);
(4) the yield on the Refunding Bonds is computed �o be
4.6309 percent per annum, and the yield on the abligations to
be acquired with the aforementioned $23,513,600 of the
proceeds of the Refunding Bonds is computed Lo be 4.630
percent per annum;
i5)� the purpose of the Refunding Bonds is to consolidate
the indebtedness of the City, to reduce debf: servicc� costs, and
to effect bookkeeping administrative and other econarnies for �he
City;
(6) in computing yield of the Refunding Bonds and the yield
of the investments to be made with bond proceeds, the following
administrative costs have been allocated as follows:
Amoun�
�
u
Purpose
Fiscal Advisory Fee
Printing costs:
Official Statement
Bond Printing
Bond Counsel Fees
and Expenses
Other Counsel Fees
and Expenses
Rating Agency Fees
Escro,�1 Agent Fees
(present value)
Payin� Agent Fees
(present value)
CPA/Actuar
5����RS���� �ees
Accounting Fees
Amount
Allocated
to Bonds
75,000
20,000
6,000
33,775
25,000
3,100
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20,000
5,000
6,504.45
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Amount A1lacated
tb Tnvestments
�cquired Acquired•
With Bond With Other
Proceeds Money
163,625.00 11,375.00
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31,579.63
23,375.00
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14,Q25.00
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18,700.00
7,414.93
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2,195.37
1,625.00
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975.00
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1,300.00
515.48
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(7) the proceeds of the Refunding Bonds shall be deposited,
together with certain other funds of the City, in an escrow
(the "Escrow") with the Trustee and shall be invested pursuant
to the terms of the�Trust Agreement in certain securities herein-
after referred to collectively as the "Escrow Investments", and
as to each Escrow Investment acquired in part with the proceeds of
the Refunding Bonds and in part with other funds, an amoun� of
each receipt of principal and in�erest to be received from each
such Escrow Investment has been allocated to the proceeds of such
Refunding Bonds in the same proportion as the amount of such bond
proceeds used to acquire such investment bears to the pi,�rchase
price of such investment;
(8) all of the proceeds of the Outstanding Bonds being
refunded have been spent for the purpose for which said bonds
have been issued and none of said proceeds remains invested on
the date hereoi except that as follows:
none
(9) in compu�ing the yield on the Refunding Bonds and on
the investments to be acquired Tr�ith the proceeds of the Refunding
Bonds, there has been determined that yield which, when used in
computing the present worth of all payments of principal and
interes� to be paid on the obligations involved, produces an amount
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equal to the purchase price; the yield both on the Refunding
Bonds and on the investments has been calculated by the use of
semiannual compounding of interest;
(10) in computing the administrative costs mentioned
above, all costs to be paid more than six months after delivery of
the Refunding Bonds have been computed at present value by dis-
counting such costs, based on current prices withaut regard to
any inflation adjustment, at a yield not less than the yield of
such Refunding Bonds (determined without regard to such costs);
(11) all accrued interest on said Refunding Bonds will be
apolied to the payment of inierest first falling due on said
Refunding Bonds subsequent to their issuance;
(12) to the best of the knowledge and belief of the City
Council there are no facts, estimates or circumstances that would
materially change the conclusions and representations set out in
�his Section.
The City Council also certifies and further covenants with
��e purchasers and holders of the Refunding Bonds from time to �ime
cu�standing that so long as any of the Refunding Bonds remain out-
s�anding, moneys on deposit in any fund or account in connection with
s��d bonds, ���hether or not such moneys were derived from the proceeds
cP �re sa�e of the Refunding Bonds or from any other sources, wi�l not
�e used in a manner which will cause said bonds to be "arbitrage bonds"
�r�t�in the meaning of Section 103 of the Internal Revenue Code of 1954,
as aTMended, and any lawful regulations promulgated or proposed there-
u�d°�, including Sections 1.103-13 and 1.103-14 of the Income Tax
�°��?a�ions (26 CFR Part 1), as the same presently exist, or may from
�-T° to time hereafter be amended, supplemented or revised. The City
Cou�cil reserves the right, however, to make any investment of such
:�on°�.s permitted by state law if, when, and to the-extent that said
S°c�ion 103 or regulations promulgated thereunder shall be repealed
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or rel?xed, or shall be held void by final decision of a court of
cor:peten� jurisdiction, but only if any investment made by virtue af
such repeal, relaxation or decision would not, in the opinion of counsel
of recognized competence in such matters, result in making the interest
on such bonds subject to Federal income taxation.
Section 4. A Preliminary Official Statement of ihe City
with respect to the Refunding Bonds in the form hereto attached as
Exhibit B is hereby approved by this City Council and the City P�fanager
is hereby autfiorized and directed to execute and deliver a final
Official Statement with such changes as may be approved by such officer,
his execution of such Official Statemeni to constitute conclusive
evidence of his approval of al1 changes from ihe form of Preliminary
Off�cial 3tatement attached here�o as Exhibit B.
Adopted April 12, 1977.
Attest:
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City C
P�totion was made by �ouncil Member Kutchera that said
resolution be adopted, and said motion was seconded by Council Member Pro�p
iipon roll being called, the following voted:
Aye: Chaney, Kutchera, Propp, Schiefelbein (4)
Nay: Teichmiller
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(Other business)
Upon motion of Council Member Propp the City Council
adjourned.
Approved April 12, 1977.
A.�test:
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City Cle�-°
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, ��
S�, President
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STA1^E OF ?,rISCOi�TSI.N )
)
COJi1TY OF WINNEBAGO )
I, CONVERSE C. MARKS, hereby certify t11at I am the du�y
qualified and acting City Clerk of the City of Oshkosh, Wisconsin,
and as such official I 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 April 12, 1977, and of a resolution adopted at said
meeting; 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 $ 24,505,000
Refunding Bonds, Series 1977, of said city dated April 1, i977,
I fur�her certify that a true and correct statement of every
step or proceeding had or taken to date in the course of authorizing
said bonds has been recorded by me in a separate record book pursuant
to the provisions of Section 67.05(12) of the Wisconsin Staf,utes.
���ITNESS my official signature and the seal of said city
this 12th day of April, 1977.
( S E A L )
?:=G/�p
:"•`_arch 12, 1977 � 3 RESOLUTION
pi,T�POSE: AUTHORIZING TRUST AGREEMENT WITH FIRST WISCONSIN
NATIONAI, BANK OF OSHKOSH.
?2ESOLUTION providing that a Trust Ac�reeM�nt be
�r_tered into between the First Wisconsin National
�a;�;�-, o.� Osnicosn, •i•r�stee, anct zhe �ity ti� Ushkosh.
SUBbiI�"i'ED �3Y
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