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HomeMy WebLinkAbout14. 16-286R E V I S E D JUNE 14, 2016 16-286 RESOLUTION (CARRIED 6-0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: RESOLUTION DETERMINING TO ISSUE $9,850,000 AGGREGATE PRINCIPAL AMOUNT OF TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016C, 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 March 22, 2016, there have been HEREAS authorized to be issued not to exceed $9,995,000 general obligation bonds of the City of Oshkosh, Winnebago County, Wisconsin (the “City”) for the public purpose of refunding outstanding obligations of the City; W, notice of the sale of bonds for such purposes was published on June 9, 2016, HEREAS in The Bond Buyer; and W, it is now necessary and desirable that said bonds be sold and issued for the HEREAS purposes aforesaid in the aggregate principal amount of $9,850,000; and W, pursuant to the advertisement aforesaid, sealed bids were received for the HEREAS purchase of said bonds in the aggregate principal amount of $9,850,000 until 10:00 A.M., C.S.T., on June 14, 2016, and are as follows: NB TIR AME OF IDDERRUE NTEREST ATE  Piper Jaffray & Co. 2.6642% 2.7383 FTN Financial Capital Markets 2.8064 Bosc, Inc. 2.8124 Fifth Third Securities, Inc. 2.8163 Robert W. Baird & Co. Incorporated 2.9721 Raymond James & Associates, Inc. ; and W, the bid of Piper Jaffray & Co. of Minneapolis, Minnesota, at a price of HEREAS $9,848,118.95, 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)  True interest cost after re-sizing is 2.6491%. N, T, Be It Resolved by the City Council of the City of Oshkosh, OWHEREFORE Winnebago County, Wisconsin, as follows: Section 1. Definitions. For all purposes of this Resolution, except as otherwise expressly provided herein or unless the context otherwise requires, the terms defined in this Section 1 shall have the meanings set forth below, and shall include the plural as well as the singular: “Bond” or “Bonds” shall mean one or more of the Taxable General Obligation Refunding Bonds, Series 2016C, 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. “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. “Refunded Obligations” means all of the City’s outstanding State Trust Fund Loan dated August 22, 2014, originally issued in the aggregate principal amount of $10,233,802 and currently outstanding in the aggregate principal amount of $9,677,802. “Registrar” shall mean U.S. Bank National Association, or a successor designated as Registrar under this Resolution. “Resolution” shall mean this resolution as adopted by the Governing Body of the City. Section 2. Authorization. The issuance of $9,850,000 aggregate principal amount of Bonds is hereby authorized for the purpose of providing funds in an amount sufficient to refund the Refunded Obligations, as set out in the preamble to this Resolution. The Bonds shall be designated “Taxable General Obligation Refunding Bonds, Series 2016C,” 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 April 1 of the years, and in the principal amounts, and shall bear interest at the rates per annum, as follows: P I P I RINCIPALNTERESTRINCIPALNTEREST D A R D A R ATEMOUNTATEATEMOUNTATE 2017 $ 230,000 2.250% 2026 540,000 2.250 % 2018 310,000 2.250 2027 585,000 2.375 2019 330,000 2.250 2028 620,000 2.375 2020 360,000 2.250 2029 660,000 2.500 2021 385,000 2.250 2030 705,000 2.625 2022 415,000 2.250 2031 745,000 2.750 2023 450,000 2.250 2034 2,525,000 3.000 2024 480,000 2.250 2025 510,000 2.250 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 April 1 and October 1 of each year, commencing on April 1, 2017. 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 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 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 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 April 1, 2026, 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 April 1, 2025, 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 maturing on April 1, 2034 shall be subject to mandatory redemption, in integral multiples of $5,000 selected by the Registrar, at a redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption, on April 1 of the following years and in the following amounts: RD PA EDEMPTION ATERINCIPAL MOUNT A1 R PRIL OF EDEMPTION 2032 $785,000 2033 840,000 2034* 900,000 ______________________________ * Maturity 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 first class mail, postage prepaid, not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be so redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Registrar. Failure to give such notice by mailing to any owner of any Bond, or any defect therein, shall not affect the validity of any proceedings for the redemption of any other Bonds. All notices of redemption shall state: (1) the date fixed for redemption, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification, including CUSIP numbers (and, in the case of any 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 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 (1) 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 8. Form of Bonds. The Bonds, the certificate of authentication to be endorsed thereon and the form of assignment to be endorsed thereon are all to be in substantially the following forms with necessary and appropriate variations, omissions and insertions as permitted or required by this Resolution: (Form of Bond—Front Side) No. R-__________ $______________ USA NITED TATES OF MERICA SW TATE OF ISCONSIN CW OUNTY OF INNEBAGO CO ITY OF SHKOSH TGORB AXABLE ENERAL BLIGATION EFUNDING OND S2016C ERIES R ATE OF I MD DD CUSIPN NTERESTATURITY ATEATED ATE UMBER _____% April 1, ____ July __, 2016 __________ Registered Owner: Principal Amount: K A M T P: That the City of Oshkosh in the County of NOWLLENBYHESERESENTS 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 April 1 and October 1 of each year, commencing on April 1, 2017, 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 U.S. Bank National Association, 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. 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. I W W the City of Oshkosh, Winnebago County, Wisconsin, by its City NITNESSHEREOF Council, has caused this Bond to be executed with the duly authorized manual or facsimile signature of its City Manager and with the duly authorized manual or facsimile signature of its City Clerk, and its official seal or a facsimile thereof to be impressed or reproduced hereon, as of the Dated Date hereinabove identified. ________________________________ ____________________________________ City Clerk City Manager [S] EAL CA ERTIFICATE OF UTHENTICATION This Bond is one of the Bonds described in the within mentioned Resolution, and is one of the Taxable General Obligation Refunding Bonds, Series 2016C, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: _____________________ By ____________________________________ U.S. Bank National Association [Form of Bond - Reverse Side] This Bond is one of an authorized issue of Taxable General Obligation Refunding Bonds, Series 2016C, aggregating the principal amount of $9,850,000 (the “Bonds”) issued for the purpose of 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 June 14, 2016 (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 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 April 1, 2026, 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 April 1, 2025, 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 maturing on April 1, 2034 shall be subject to mandatory redemption, in integral multiples of $5,000 selected by the Registrar, at a redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption, on April 1 of the following years and in the following amounts: RD PA EDEMPTION ATERINCIPAL MOUNT A1 R PRIL OF EDEMPTION 2032 $785,000 2033 840,000 2034* 900,000 ______________________________ * Maturity Notice of any intended redemption shall be sent by first class 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 optional 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: TC- as tenants in common UG/TMA- EN OMNIF IFTRANS IN CT _________Custodian _________ (Cust) (Minor) TE- as tenants by the entirety under Uniform Gifts/Transfers to Minors EN NT JT- as joint tenants with right of Act___________________________ T EN survivorship and not as (State) tenants in common Additional abbreviations may also be used though not listed above. A SSIGNMENT F V R, the undersigned hereby sells, assigns and transfers unto ORALUEECEIVED ______________________________________________________________________________ ______________________________________________________________________________ (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: _________________________ ________________________________________________ N: The signature to this Assignment must correspond with the name of the registered OTICE owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature guaranteed: ____________________________ N: Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the OTICE 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 Piper Jaffray & Co. of Minneapolis, Minnesota, at the price of $9,848,118.95 plus accrued interest to the date of delivery, is hereby confirmed. The City Treasurer of the City is hereby authorized to deliver the Bonds to said purchasers upon payment of the purchase price. Section 10. Tax Levy. In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Bonds and to pay and discharge the principal thereof at maturity, there is hereby levied upon all the taxable property in the City of Oshkosh, Winnebago County, Wisconsin, a direct annual tax in amounts sufficient for that purpose, and there is hereby levied upon all taxable property in the City the following direct annual tax in each of the years and amounts, to-wit: Y A EARMOUNT 2016 $536,548.44 2017 551,425.00 2018 564,225.00 2019 586,462.50 2020 603,081.25 2021 624,081.25 2022 649,350.00 2023 668,887.50 2024 687,750.00 2025 705,937.50 2026 737,915.63 2027 758,606.26 2028 782,993.76 2029 810,490.63 2030 830,993.75 2031 848,975.00 2032 879,600.00 2033 913,500.00 In each of said years from 2016 to 2033, 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 2016C Refunding Bond Account,” to be held as a part of the Debt Service Fund, all premium, if any, and accrued interest paid on the Bonds at the time the Bonds are delivered to the purchasers thereof; all money raised by taxation pursuant to Section 10 hereof; and such other sums as may be necessary to pay the interest on the Bonds when the same shall become due and to retire the Bonds at their respective maturity dates. Section 13. Use of Proceeds; Bonds to Remain in Registered Form. The principal proceeds of the Bonds in the amount of $9,818,099.95 shall be deposited in the debt service fund established with respect to the Refunded Obligations, together with other available funds of the City, and used solely for the purpose of refunding the Refunded Obligations. 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 costs of issuance of the Bonds. The City further recognizes that the Bonds must be issued and remain in fully registered form. 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 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 a 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 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. Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability 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 June 14, 2016. Approved June 14, 2016. Recorded June 14, 2016. /s/ Steve Cummings Mayor A: TTEST /s/ Pamela R. Ubrig City Clerk City of Oshkosh Finance Department 215 Church Ave., PO Box 1 130 Oshkosh, WI 54903 -1130 (920) 236 -5080 (920) 236 -5039 FAX O.IHKQfH ON THE WATER MEMORANDUM TO: Honorable Mayor and Members of the Common Council FROM: Trena Larson, Finance Director DATE: June 9, 2016 RESOLUTION determining to issue $[9,995,000] aggregate principal amount of Taxable General Obligation Refunding Bonds, Series 2016C, 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. RESOLUTION providing for the issuance and sale of $[13,605,000] aggregate principal amount of Sewer System Revenue Bonds, Series 2016D, of the City of Oshkosh, Winnebago County, Wisconsin, providing details, prescribing the form of bond, awarding said revenue bonds to the best bidder, and providing for the payment of said revenue bonds and other details and covenants with respect thereto BACKGROUND In November of 2015 the Common Council adopted the 2015 Capital Improvement Program (CIP). Staff was then able to execute a reimbursement declaration in November of 2015. In March of 2016 the initial borrowing resolutions stated the intent to borrow and authorized staff to proceed with the preparation and documentation needed to sell the bonds. As noted in the March Council communication, the sale of the bonds needed to occur at least 30 days after the initial resolution was authorized, and this requirement has been satisfied. As discussed prior, the City has split the borrowings for this year's CIP needs due to the large Utility needs and the desire to maintain a prudent level of our General Obligation borrowing capacity for future needs. As you know, the first bond sale (the General Obligation Bonds and Notes for projects funded by the General Fund) was completed on May 24, 2016 and this is the second bond sale. Our first sale yielded positive results. The City is planning to sell the Water and Storm Water Revenue Bonds, for the water and storm water projects, on June 28, 2016. As is normal practice, the Taxable General Obligation Bonds and Sewer Revenue Bonds, as outlined above, will be offered to the public through a competitive sale on Tuesday, June 12, 2016. Following the sales, and tentative agreement, the sales and accompanying terms will be presented for approval to the Council at Tuesday's meeting. ANALYSIS In June of 2014 the City applied for a State Trust Fund Loan to refinance our WRS prior service pension liability in the amount of $10,400,000.00. By securing this loan the City was able to payoff of its unfunded pension liability which was estimated to save $13,726,721.00 over twenty year period. This loan is now eligible to be refunded. It is estimated that by refunding this debt with the issuance of a Taxable General Obligation Refunding Bonds an additional $421,112.00 can be saved. While market conditions and specific bidders dictate what the interest rates are, the City will not have the exact numbers until next week. The interest rate assumptions used for planning were a True Interest Cost (TIC) of 3.72% for the Taxable General Obligation Refunding Bonds and 3.14% for the Sewer Revenue Bonds. Based on current market conditions we would expect to see results more favorable than the initial planning estimates. FISCAL IMPACT The above amounts will be added to the General Obligation and Sewer Utilities outstanding debt obligations, with the bonds being paid off over eighteen to twenty years. The interest expense (the cost of borrowing the funds) that will be incurred over the life of the obligations will be determined next Tuesday, and presented to the Council at the meeting that evening. RECOMMENDATION Staff recommends adoption both of the above noted resolutions. Respectfully Submitted, Yena larvon Trena Larson Finance Director Approved: Mark Rohloff City Manager Larson, Trena From: Todd Taves <TTaves @ehlers - inc.com> Sent: Wednesday, June 8, 2016 4:36 PM To: Larson, Trena Subject: Series C & D Memo Trena- Assuming you will want /need this info again. The planning TICS for Series C and D were: Series C Taxable G.Q. Refunding Bonds — 3.72% Series D Sewer Revenue Bonds — 3.14% The Series A G.O. Bonds came in at a 2.41% TIC and the markets have not moved much since that sale so we would expect to come in well under these estimates. The TICS will still be higher than the Series A though since Series C is taxable and Series D is a revenue bond. Let me know if you need anything else prior to the sale Tuesday. I'll be out of the office after 3pm Thursday for the rest of the week. Thanks, Todd Todd Taves, CIPMA j Senior Municipal Advisor /Principal D: (262) 796 -6173 1 C: (414) 416-09621 ehlers- inc.corn 61 EHLERS, This e -mail and any attachments may contain information which Is privileged or confidential. If you are not the intended recipient, note that any disclosure, copying, distribution or use of the contents of this message is prohibited. If you have received this e-mail in error, please destroy it and notify us Immediately by return e-mail or at our telephone number, 800.552 -1171. Any views or opinions presented In this e-mail are solely those of the author and may not represent the views or opinions of Ehlers Companies. To view our complete disclaimer, please visit htto�l /www ,ehlers- ino.com/termsltlemail Existing Debt Service To Be Refunded 2014 State Trust Fund Loan Estimated Refunding Savings Issue Taxable General Obligation Refunding Bonds Series State Trust Fund Loan Amount 2016C $10,233,802 22- Aug -14 Annually 8/1 -8/31 $9,677,802 Amount Dated Call Date Call Amt Rate /Term 4.250% Call Amt Rate /Term 2016 -2034 Year Prin (3/15) Rate Interest Total 2016 198,000 4.250% 420,872 618,872 2017 1 223,0001 4.250% 411,307 634,307 2018 249,0001 4.250% 401,829 650,829 2019 ) 277,000) 4.250% 391,247 668,247 2020 306,0001 4.250% 380,514 686,514 2021 338,0001 4.250% 366,469 704,469 2022 ) 371,0001 4.250% 352,104 723,104 2023 ' 407,0001 4.250% 336,337 743,337 2024 ( 444,0001 4.2509. 319,913 763,913 2025 1 484,0001 4.250% 300,169 784,169 2026 ' 526,000) 4.250% 279,599 805,599 2027 571,000) 4.250% 257,244 828,244 2028 ] 618,000 4.250% 233,615 851,615 2029 668,0001 4.2509. 206,712 874,712 2030 1 721,0001 4.250% 178,322 899,322 2031 1 777,0001 4.250°%0 147,679 924,679 2032 1 836,0001 4.250% 114,971 950,971 2033 1 898,0001 4.250% 79,127 977,127 2034 1 963,802 1 4.250% 40,962 1,004,764 Total 9,875,802 Presaie Estimate Estimated Debt Service After Refunding Issue Taxable General Obligation Refunding Bonds Series 2016C Amount $9,995,000 6- Jul -16 Dated Call Date Call Amt Rate /Term 0.960 - 3.990% 2017 -2020 Year Prin (4/1) Est. Rate Interest Total 2016 2017 205,000 0.960% 404,184 609,184 2018 305,000 1.410% 323,658 628,658 2019 320,000 1.680% 318,820 638,820 2020 345,000 2.050% 312,595 657,595 2021 380,000 2.260% 304,765 684,765 2022 405,000 2.540% 295,328 700,328 2023 435,000 2.690% 284,333 719,333 2024 470,000 2.860% 271,762 741,762 2025 500,000 3.020% 257,491 757,491 2026 535,0001 3.150% 241,514 776,514 2027 ( 580,0001 3.400% 223,228 803,228 2028 620,000' 3.630% 202,115 822,115 2029 675,0001 3.740% 178,240 853,240 2030 1 725,0001 3.820% 151,770 876,770 2031 1 785,0001 3.860% 122,772 907,772 2032 1 835,0001 3.940% 91,172 926,172 2033 1 905,0001 3.980% 56,713 961,713 2034 1 _970,0001 3.990% 19,352 989,352 5,218,989 15,094,791 Total 9,995,000 NOTES: 'Assumes 1/25/2016 taxable MMO AA Scale Plus 0.30 %. 'Estimated present value savings of S3S6,358. (3.682% of refunded principal). 40 EHLERS LEAVE s.'i runcrc,,.ANC4 Prior Issue DS Funds (618,872)1 Total Estimated Savings 0 25,123 22,171 29,427 28,919 19,704 22,777 24,003 22,152 26,679 29,085 25,016 29,500 21,472 22,552 16,908 24,799 15,414 15,412 4,059,807 14,054,807 421,112 Plus Rounding 4,741 ESTIMATED FUTURE VALUE SAVINGS NET OF COST52 425,853 17- _ _ _ 1 Maturities Subject, to Optional Redemption Prcn�rarl Fsv Fhlorc -� 4/26/2016 zeal ers in Pubic Finance File: Oshkosh Base Case 2016-2-4/2014 STFL Savings JUNE 24, 2014 14 -278 RESOLUTION (CARRIED 7 -0 LOST LAID OVER WITHDRAWN ) PURPOSE: AUTHORIZE BORROWING FROM STATE LAND TRUST / REFINANCE WRS PRIOR SERVICE PENSION LIABILITY ($10,400,000) INITIATED BY: CITY ADMINISTRATION WHEREAS, by the provisions of sec. 24.66 of the Wisconsin Statutes, all municipalities may borrow money for such purposes in the manner prescribed; and, WHEREAS, by the provisions of Chapter 24 of the Wisconsin Statutes, the Board of Commissioners of Public Lands of Wisconsin is authorized to make loans from the State Trust Funds to municipalities for such purposes. (Municipality as defined by sec. 24.60(2), Wisconsin Statutes, means a town, village, city, county, public inland lake protection and rehabilitation district, town sanitary district created under sec. 60.71 or 60.72, metropolitan sewerage district created under sec. 200.05 or 200.23, joint sewerage system created under sec. 281.43 (4), school district or technical college district.) NOW, THEREFORE, BE IT RESOLVED, by the Common Council of the City of Oshkosh that the City of Oshkosh, in the County of Winnebago, Wisconsin, is authorized to borrow from the Trust Funds of the State of Wisconsin, a sum of up to Ten Million Four Hundred Thousand Dollars ($10,400,000) for the purpose of refinancing WRS prior service pension liability The loan is to be payable within 20 years from the 15th day of March preceding the date the loan is made. The loan will be repaid in annual installments with interest at the rate of 4.25 percent per annum from the date of making the loan to the 15th day of March next and thereafter annually as provided by law. BE IT FURTHER RESOLVED, that there shall be raised and there is levied upon all taxable property, within the City of Oshkosh, in the County of Winnebago, Wisconsin, a direct annual tax for the purpose of paying interest and principal on the loan as they become due. BE IT FURTHER RESOLVED, that no money obtained by the City of Oshkosh by such loan from the state be applied or paid out for any purpose except for the purpose of refinancing the WRS prior service pension liability without the consent of the Board of Commissioners of Public Lands. JUNE 24, 2014 14 -278 RESOLUTION CONT'D BE IT FURTHER RESOLVED, that in case the Board of Commissioners of Public Lands agrees to make the loan, that the City Manager and Clerk of the City of Oshkosh in the County of Winnebago, Wisconsin, are authorized and empowered, in the name of the City to execute and deliver to the Commission, certificates of indebtedness, in such form as required by the Commission, for any sum of money that may be loaned to the City pursuant to this resolution. The City Manager and Clerk of the City will perform all necessary actions to fully carry out the provisions of Chapter 24 Wisconsin Statutes, and these resolutions. BE IT FURTHER RESOLVED, that this preamble and these resolutions and the "aye" and "no" vote by which they were adopted, be recorded, and that the Clerk of this City forward this certified record, along with the application for the loan, to the Board of Commissioners of Public Lands of Wisconsin. Exhibit A City of Oshkosh Unfunded Pension Liability WRS Unfunded Pension Liability Refunding Analysis Cash Cost MWMl4�1Ur1y4./..:L':W (1,533,282} � Proposed Wate-Trust Fund Loan Cumulative wisconsin Retirement Uffunded LiabilitY, bated 7121/14 Beginning Scheduled Interest Ending Principal Current Interest Scheduled Savings Balance Payment' Qa 7.20% Batanco 3115 Rate (A 4.25% Payment Most YEAR 2013 10,513,576 460,592 723,815 10,776,799 0 0 0 2014 10 776,799 475,331 741,706 11,043.174 0 0 0 2015 11,043,174 490,542 759.789 11,312,421 321,000 4,250% 293,813 614,813 (124,271) (124,271) 2016 11,312,421 506,239 778,045 11,584,228 204,000 4,250% 427,077 631,077 (124,838) (249,109) 2017 11,584.228 522,439 796,449 11,858.238 230;000 4.250% 418,407 648,407 (125,968) (375,078) 2018 11,858,238 539,157 814,974 12,134,055 256,000 4.250% 408,632 664,632 (125,475) (58D,553) 2018 12.134,055 556,410 833,590 12,411,235 264,000 4.250% 397,752 681,752 (125,342) (625,695) 2020 12,411,235 574,215 852.265 12,689,286 314,000 4.250% 385,682 699,682 (125,467) (751,362) 2021 12,689,286 592,590 870,962 12,967,658 346,000 4.250% 372,337 718,337 (125,747) (877,109) 2022 12,967,658 611,553 889,640 13,245,744 379,000 4.250% 357,632 736,632 (125,079) (1,002.188) 2023 13,245,744 631,123 908,253 13,522,874 415,000 4.25014 341,525 756,525 (125,402) (1,127,590) 2024 13,522,874 651,319 926,752 13,798,308 453,000 4,250% 323,887 776,087 (125,568) (1,253,159) 2025 13,798,308 672,161 945,083 14,071 230 493,000 4.250% 3D4,635 797,63$ (125,474) (1,378,632) 2026 14,071,230 693,670 963,184 14,340,744 535,000 4.250% 283,682 618,682 (125,012) (1,503.644) 2027 14,340,744 715,868 980,991 14,605 868 580,000 4.250% 260,945 840,945 (125,077) (1,628,721) 2028 14,605,868 738,775 998,431 14,865,523 628,000 4.250% 236,295 864,295 (125,519) (1,754,241) 2029 14,865,523 762,416 1,015,424 15,118,530 678,000 4.250°,0 209,605 887,605 (125,188) (1,879,429) 2030 15,118,530 786,814 1.031,884 15.363,600 732,000 4-250% 180,790 912,790 (125,976) (2,005,405) 2031 15,363.600 811,992 1,047,716 15.599,325 788,000 '4,250% 149,580 937,680 (125,688) (2,131,093) 2032 15,599.325 837,976 1,062,817 15,824,166 847,000 4.250% 116,190 963,190 (125,214) (2,256,307) 2033 15,824,166 864,791 1,077,075 16.03 450 91D,000 4.250% 80,192 990,192 (125,401) (2,381,7C8) 2034 18,036,450 892,464 1,090,367 16,234,353 976,874 4.250% 41,517 1,018,386 (125,924) (2,SG7,632) Totals 14 388 434 20 1099,211 Scheduled Payments if 14,388,434 UFPL Not Refunded Balance Remaining it UFPL Not Refunded 16,234,353 10,369,871 5,590,272 i5 960 143 ) (2,507,632 Scheduled Payments it UFPL 15,960,14 Refunded with STF Loan Balance Remaining if UFPL Refunded with STF Loan (2,507,632) Net Future Cash Cost MWMl4�1Ur1y4./..:L':W (1,533,282} � Not Present Value �. Benefit 9, 4,20.. Assumes 3.2% annual increase In payroll used by the WRS a Brookfield, hurl Office (262) 7854520 Roseville, MN OA1ce (651) 697 -8500 E H L E R S 3 r Bishops Way, Sufte 225 3060 Contra Pointe Dr1ve Brookfield, WJ $3003: -6202 Roseville, JAN 55113 -1105 Prepared by Ehlers Associates, Inc. 5114/2014 O C rt I N m (nft WH<D,H OK 111E WATER TO: Honorable Mayor and Members of the Common Council FROM: Trena Larson, Director of Finance DATE: June 24, 2014 City of Oshkosh 215 Church Avenue PO Box 1 130 Oshkosh, WI 54903-1130 ,rrtna Lassen Dinxtot of Financa RE: Authorize Borrowing of $10,400,000 from State Trust Loan to finance WRS Prior Service Pension Liability BACKGROUND The City has an unfunded pension liability with the Wisconsin Retirement System (WRS). Currently the annual payments being made are not large enough to cover current interest costs. During a March a bond rating call with Moody's Investor's Service, staff brought up the issue of our liability. They questioned Moody's on the advantages of paying off this liability as there would be financial benefit as long -term savings would be realized. Moody's belief was that our liability is not much different than regular debt and it would factor into their review regardless of how it is classified, As a result staff asked Ehlers and Associates to review the cost - benefit of paying off the WRS Iiability. Ehlers completed an initial analysis comparing the cost benefit of continuing to pay on the liability, issuing Taxable Bonds, or applying for a state trust fund loan. It was determined that the state trust fund loan offered the largest amount of savings. ANALYSIS Attached you will find an updated analysis prepared by Ehlers (see Exhibit A) to compare the cost - benefit of continuing to pay on the unfunded pension liability or securing a 20 year state trust fund loan. If the City would continue to make payments over 22 years it will have paid out $14,388,434 and have a remaining unfunded pension liability of $16,234,353. However, if a state trust fund loan is obtained the city will pay out $15,960,143 over 20 years and this unfunded pension liability will be paid in full. The Long Range Finance Committee has also reviewed the Ehlers analysis and are recommending for the Council to move forward with the State Trust Fund Loan. This loan will be secured at 4.25% interest rate for twenty years. FISCAL IMPACT Securing a loan and the payoff of this unfunded pension liability will result in an estimated savings of $13,726,721 over a twenty year period. This is calculated by taking the accumulated Savings/Cost (2,507,632) and subtracting it from the balance remaining if unfunded pension liability if not refunded 16,234,353. RECOMMENATION Staff recommends adoption of the above noted resolution. Respectfully Submitted, Approved j Cup— 4. 4014& Trena Larson Mark Rohloff Director of Finance City Manager