HomeMy WebLinkAbout14. 16-320JUNE 28, 2016 16-320 RESOLUTION
(CARRIED 7-0 LOST _______ LAID OVER _______ WITHDRAWN _______)
PURPOSE: A RESOLUTION TO ISSUE $5,175,000 AGGREGATE PRINCIPAL
AMOUNT OF STORM WATER UTILITY REVENUE BONDS,
SERIES 2016E, OF THE CITY OF OSHKOSH, WINNEBAGO
COUNTY, WISCONSIN, IN SUCH AMOUNT PROVIDING
DETAILS, PRESCRIBING THE FORM OF BOND, AWARDING
THE BONDS TO THE BEST BIDDER AND PROVIDING FOR THE
PAYMENT OF SAID BONDS AND COVENANTS WITH RESPECT
THERETO
INITIATED BY: CITY ADMINISTRATION
W, the City of Oshkosh, Winnebago County, Wisconsin (the “City”) owns and
HEREAS
operates a storm water utility system; and
W, it has been determined previously that the City shall construct, extend, add to
HEREAS
and improve said storm water utility system, including without limitation the acquisition of land
and related property and the construction of detention basins, storm sewer lines and related
improvements; and
W, it has been determined previously that additions and improvements to said
HEREAS
storm water utility system were necessary; and
W, under the provisions of Chapter 66 of the Wisconsin Statutes, as supplemented
HEREAS
and amended, any municipality (as therein defined) may, by action of its governing body, provide
for constructing, extending, adding to and improving a public utility from the proceeds of
obligations payable from the income and revenues derived from the operation of said utility and to
refund such obligations; and
W, the City has heretofore issued $4,820,000 aggregate principal amount of
HEREAS
Storm Water Utility Revenue Bonds, Series 2005-C, dated May 1, 2005, which bonds are no
longer outstanding (the “Series 2005 Bonds”); and
W, Resolution Number 05-100 duly adopted by the City Council of the City on
HEREAS
April 12, 2005 (the “2005 Resolution”), authorizing the issuance of the Series 2005 Bonds, by
Section 15 thereof, authorizes the issuance of additional bonds on a parity with said Series 2005
Bonds upon compliance with certain conditions set out in said Section 15; and
on a parity with said Series 2005 Bonds upon compliance with certain conditions set
out in said Section 15; and
WHEREAS, pursuant to Section 15 of the 2005 Resolution, the City has
heretofore issued $20,800,000 aggregate principal amount of Taxable Storm Water
Utility Revenue Bonds, Series 2010E, dated October 5, 2010 (the "Series 2016
Resolution'), on a parity with the Series 2005 Bonds, which bonds are outstanding in
the aggregate principal amount of $16,040,000 (the "Series 2010 Bonds'); and
WHEREAS, Section 15 of the 2005 Resolution and Section 10 of Resolution
Number 10 -283 duly adopted by the City Council of the City on September 15, 2010,
authorizing the issuance of the Series 2010 Bonds, authorizes the issuance of
additional bonds on a parity with the Series 2005 Bonds and the Series 2010 Bonds,
upon compliance with certain conditions set out in said Sections; and
WHEREAS, pursuant to Section 15 of the 2005 Resolution and Section 10 of the
2010 Resolution, the City has heretofore issued $6,810,000 aggregate principal
amount of Storm Water Utility Revenue Bonds, Series 2012D, dated November 1,
2012, on a parity with the Series 2005 Bonds and the Series 2010 Bonds, which bonds
are outstanding in the aggregate principal amount of $5,745,000 (the "Series 2012
Bonds'); and
WHEREAS, Section 15 of the 2005 Resolution, Section 10 of the 2010 Resolution
and Section 10 of Resolution Number 12 -502 duly adopted by the City Council of the
City on October 9, 2012 (as amended and restated by Resolution Number 12 -535 duly
adopted by the City Council of the City on October 23, 2012), authorizing the issuance
of the Series 2012 Bonds (the "2012 Resolution'), authorizes the issuance of additional
bonds on a parity with the Series 2005 Bonds, the Series 2010 Bonds and the
Series 2012 Bonds, upon compliance with certain conditions set out in said Sections;
and
WHEREAS, pursuant to Section 15 of the 2005 Resolution, Section 10 of the
2010 Resolution and Section 10 of the 2012 Resolution, the City has heretofore issued
$15,220,000 aggregate principal amount of Storm Water Utility Revenue Bonds,
Series 2013A, dated June 27, 2013, on a parity with the Series 2005 Bonds, the
Series 2010 Bonds and the Series 2012 Bonds, which bonds are outstanding in the
aggregate principal amount of $13,670,000 (the "Series 2013 Bonds'); and
WHEREAS, Section 15 of the 2005 Resolution, Section 10 of the 2010
Resolution, Section 10 of 2012 Resolution and Section 10 of Resolution Number 13-
290 duly adopted by the City Council of the City on June 11, 2013 authorizing the
issuance of the Series 2013 Bonds (the "2013 Resolution'), authorizes the issuance of
additional bonds on a parity with the Series 2005 Bonds, the Series 2010 Bonds, the
Series 2012 Bonds and the Series 2013 Bonds with certain conditions set out in said
Sections; and
WHEREAS, pursuant to Section 15 of the 2005 Resolution, Section 10 of the
2010 Resolution, Section 10 of the 2012 Resolution, and Section 10 of the 2013
Resolution, the City has heretofore issued $8,300,000 aggregate principal amount of
Storm Water Utility Revenue Bonds, Series 2014A, dated July 16, 2014, on a parity
with the Series 2005 Bonds, the Series 2010 Bonds, the Series 2012 Bonds and the
Series 2013 Bonds, which bonds are outstanding in the aggregate principal amount of
$7,760,000 (the "Series 2014 Bonds'); and
WHEREAS, Section 15 of the 2005 Resolution, Section 10 of the 2010
Resolution, Section 10 of 2012 Resolution, Section 10 of the 2013 Resolution and
Section 10 of Resolution Number 14 -277 duly adopted by the City Council of the City
on June 24, 2014 authorizing the issuance of the Series 2014 Bonds (the "2014
Resolution'), authorizes the issuance of additional bonds on a parity with the
Series 2005 Bonds, the Series 2010 Bonds, the Series 2012 Bonds, the Series 2013
Bonds and the Series 2014 Bonds with certain conditions set out in said Sections; and
WHEREAS, pursuant to Section 15 of the 2005 Resolution, Section 10 of the
2010 Resolution, Section 10 of the 2012 Resolution, Section 10 of the 2013 Resolution
and Section 10 of the 2014 Resolution, the City has heretofore issued $13,115,000
aggregate principal amount of Storm Water Utility Revenue Bonds, Series 2015C,
dated September 2, 2015, on a parity with the Series 2005 Bonds, the Series 2010
Bonds, the Series 2012 Bonds, the Series 2013 Bonds and the Series 2014 Bonds,
which bonds are outstanding in the aggregate principal amount of $12,620,000 (the
"Series 2015 Bonds'); and
WHEREAS, Section 15 of the 2005 Resolution, Section 10 of the 2010
Resolution, Section 10 of 2012 Resolution, Section 10 of the 2013 Resolution,
Section 10 of the 2014 Resolution and Section 10 of Resolution Number 15 -376 duly
adopted by the City Council of the City on August 11, 2015 authorizing the issuance of
the Series 2015 Bonds (the "2015 Resolution'), authorizes the issuance of additional
bonds on a parity with the Series 2005 Bonds, the Series 2010 Bonds, the Series 2012
Bonds, the Series 2013 Bonds, the Series 2014 Bonds and the Series 2015 Bonds with
certain conditions set out in said Sections; and
WHEREAS, no other bonds or obligations are outstanding payable on a parity or
with a senior lien from the revenues of said storm water utility system; and
WHEREAS, it is now necessary and desirable to finance the construction of
additions, extensions and improvements to the storm water utility system of the City
(the "Project'); and
WHEREAS, it is now necessary to issue additional bonds on a parity with the
Series 2010 Bonds, the Series 2012 Bonds, the Series 2013 Bonds, the Series 2014
Bonds and the Series 2015 Bonds; and
WHEREAS, all conditions required for the issuance of an additional series of
parity bonds have been complied with, or will have been complied with prior to the
issuance of the revenue bonds herein authorized; and
WHEREAS, for the purpose of financing the costs of the Project and the costs of
issuance thereof and a deposit to the Reserve Account (as defined in the 2005
Resolution), it is now considered desirable to authorize and sell the Storm Water Utility
Revenue Bonds, Series 2016E, of the City (the `Bonds'), payable solely from revenues
to be derived from the operation of said storm water utility system, which Bonds are to
be authorized and issued pursuant to the provisions of Section 66.0621 of the
Wisconsin Statutes, as supplemented and amended, on a parity with Series 2010
Bonds, the Series 2012 Bonds, the Series 2013 Bonds, the Series 2014 Bonds and the
Series 2015 Bonds; and
WHEREAS, the sale of said Bonds was advertised in The Bond Buyer on June
23,2016-land
WHEREAS, pursuant to said advertisement aforesaid, sealed bids were received
for the purchase of the Bonds until 10:00 A.M., on June 28, 2016, and are as follows:
NAME OF BIDDER TRUE INTEREST COST
Robert W. Baird & Co. Incorporated 2.5689 %*
FTN Financial Capital Markets 2.6622
Hutchinson, Shockey, Erley & Co. 2.7812
and
WHEREAS, the bid of Robert W. Baird & Co. Incorporated of Milwaukee,
Wisconsin, at a price of $5,180,885.22, plus accrued interest to the date of delivery, if
any, was the best bid submitted, which bid is as follows:
(Here Insert or Attach a True Copy of the Winning Bid)
* True interest cost of 2.5548% after resizing.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Oshkosh,
Winnebago County, Wisconsin, as follows:
Section 1. Definitions. The following terms shall have the following meanings
in this Resolution unless the text expressly or by necessary implication requires
otherwise:
"Bond" or "Bonds" shall mean one or more of the $5,175,000 aggregate
principal amount of Storm Water Utility Revenue Bonds, Series 2016E, of the
City, dated the date of issuance thereof, authorized to be issued by this
Resolution;
"Bond Register" shall mean the books of the City kept by the Registrar to
evidence the registration and transfer of the Bonds;
"City" shall mean the City of Oshkosh, Winnebago County, Wisconsin,
and any successor to the duties or functions of the City;
"Fiscal Year" shall mean the twelve (12) month period beginning on
January I of each year and ending on December 31 of the same year;
"Governing Body" shall mean the City Council of the City, or such other
body as may hereafter be the chief legislative body of the City;
"Net Revenues" shall mean the Revenues after deduction of Operation
and Maintenance Expenses;
"Operation and Maintenance Expenses" shall mean salaries, wages, cost
of material and supplies, including routine repairs and renewals, management
fees paid to third parties, insurance and such other reasonable current expenses
as shall be determined in accordance with generally accepted accounting
principles, but excluding the costs of depreciable capital equipment, capital
improvements, depreciation, debt service, debt service reserves (including
repayments with respect thereto), special assessments or payments of or in lieu
of property taxes;
"Original Purchaser" shall mean the purchaser of the Bonds from the City,
as set out in Section 12 of this Resolution;
"Outstanding Bonds" shall mean the Series 2010 Bonds, the Series 2012
Bonds, the Series 2013 Bonds, the Series 2014 Bonds and the Series 2015
Bonds;
"Parity Bonds" shall mean bonds payable from the Net Revenues of the
Utility, other than the Bonds and the Outstanding Bonds, issued on a parity and
equality with the Bonds and the Outstanding Bonds, pursuant to the restrictive
provisions of Section 15 of the 2005 Resolution;
"Project" shall mean the additions, extensions and improvements to the
Utility to be financed with the proceeds of the Bonds;
"Registrar" shall mean U.S. Bank National Association, or a successor
designated as Registrar hereunder;
"Resolution" shall mean this Resolution as adopted by the Governing
Body of the City;
"Revenues" shall mean all rates, fees, charges and other income,
including interest income, received by the Utility from all sources (other than
investment income from the Construction Fund), but expressly excluding income
from the sale of property of the Utility (except as otherwise provided herein),
collections of insurance awards or condemnation proceeds, special
assessments and other contributions in aid of construction, if any;
"Series 2005 Bonds" shall mean the Storm Water Utility Revenue Bonds,
Series 2005 -C, of the City, dated May 1, 2005;
"Series 2010 Bonds" shall mean the outstanding Taxable Storm Water
Utility Revenue Bonds, Series 2010E, of the City, dated October 5, 2010;
"Series 2012 Bonds" shall mean the outstanding Storm Water Utility
Revenue Bonds, Series 2012D, of the City, dated November 1, 2012;
"Series 2013 Bonds" shall mean the outstanding Storm Water Utility
Revenue Bonds, Series 2013A, of the City, dated June 27, 2013;
"Series 2014 Bonds" shall mean the outstanding Storm Water Utility
Revenue Bonds, Series 2014A, of the City, dated July 16, 2014;
"Series 2015 Bonds" shall mean the outstanding Storm Water Utility
Revenue Bonds, Series 2015C, of the City, dated September 2, 2016;
"Statute" means Section 66.0621 of the Wisconsin Statutes, as
supplemented and amended;
"Utility" shall mean the storm water facilities of the City, except as
otherwise herein provided, including all real and personal property of every
nature now or hereafter owned by the City and designated by the City as being
for storm water purposes, including all improvements thereto and extensions
thereof, located within or outside of the City, while any of the Bonds remain
outstanding, including all appurtenances, contracts, leases, franchises and other
intangibles; and
"2005 Resolution" shall mean the resolution duly adopted by the City
Council of the City on April 12, 2005, authorizing the issuance of the Series
2005 Bonds and bonds ranking on a parity therewith.
Section 2. Authorization, Purpose and Terms of Bonds. For the purpose of
financing the costs of the Project and the costs of issuance thereof, there shall be
issued the Bonds of the City in the aggregate principal amount of $5,175,000.
The Bonds shall be designated "Storm Water Utility Revenue Bonds,
Series 2016E "; as originally issued shall be dated the date of issuance thereof, and
shall also bear the date of their authentication by the Registrar; shall be of $5,000
denomination each or any integral multiple thereof (but no single Bond shall represent
installments of principal maturing on more than one date); and shall be lettered R and
numbered consecutively starting with the number one. The Bonds shall mature on
May 1 of each of the years and in the principal amounts, and shall bear interest at rates
per annum, as follows:
It is hereby found and declared that the above schedule of maturities of the
Bonds is conducive to the lowest net interest cost to the City and prudent municipal
utility management.
Section 3. Interest; Payment Provisions. The Bonds shall bear interest from
their date or from the most recent interest payment date to which interest has been paid
or duly provided for, at the rates set out above, such interest (computed upon the basis
of a 360 -day year consisting of twelve 30 -day months) being payable on the first days
of May and November of each year, commencing on May 1, 2017. Interest on each
Bond shall be paid by check or draft of the Registrar to the person in whose name such
Bond is registered at the close of business on the fifteenth day of the calendar month
next preceding the applicable interest payment date. The principal of each Bond shall
INTEREST
INTEREST
YEAR
AMOUNT
RATE
YEAR
AMOUNT
RATE
2017
$170,000
2.000%
2026
$255,000
2.000%
2018
210,000
2.000
2027
260,000
2.000
2019
215,000
2.000
2028
265,000
2.000
2020
220,000
2.000
2029
270,000
2.125
2021
225,000
2.000
2030
280,000
2.375
2022
230,000
3.000
2031
285,000
2.500
2023
240,000
3.000
2032
295,000
2.625
2024
245,000
3.000
2033
300,000
2.750
2025
250,000
2.000
2036
960,000
3.000
It is hereby found and declared that the above schedule of maturities of the
Bonds is conducive to the lowest net interest cost to the City and prudent municipal
utility management.
Section 3. Interest; Payment Provisions. The Bonds shall bear interest from
their date or from the most recent interest payment date to which interest has been paid
or duly provided for, at the rates set out above, such interest (computed upon the basis
of a 360 -day year consisting of twelve 30 -day months) being payable on the first days
of May and November of each year, commencing on May 1, 2017. Interest on each
Bond shall be paid by check or draft of the Registrar to the person in whose name such
Bond is registered at the close of business on the fifteenth day of the calendar month
next preceding the applicable interest payment date. The principal of each Bond shall
be payable in lawful money of the United States of America upon presentation and
surrender of such Bond at the designated office of the Registrar.
Section 4. Execution, Authentication. The Bonds shall be executed on behalf
of the City with the manual or facsimile signature of the City Manager of the City and
with the manual or facsimile signature of the City Clerk of the City, and sealed with the
official seal of the City or a printed facsimile of such 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.
All Bonds shall have thereon a certificate of authentication substantially in the
form hereinafter set forth duly executed by the Registrar as authenticating agent of the
City and showing the date of authentication. No Bond shall be valid or obligatory for
any purpose or be entitled to any security or benefit under this Resolution unless and
until such certificate of authentication shall have been duly executed by the Registrar
by manual signature, and such certificate of authentication upon any such Bond shall
be conclusive evidence that such Bond has been authenticated and delivered under
this Resolution. The certificate of authentication on any Bond shall be deemed to have
been executed by the Registrar if signed by the Registrar or an authorized officer of the
Registrar, but it shall not be necessary that the same officer sign the certificate of
authentication on all of the Bonds issued under this Resolution.
Section 5. Registration of Bonds, Persons Treated as Owners. The City shall
cause books (the 'Bond Register') for the registration and for the transfer of the Bonds
as provided in this Resolution to be kept at the designated office of the Registrar, which
is hereby constituted and appointed the registrar of the City with respect to the Bonds
herein authorized. Upon surrender for transfer of any Bond at the designated office of
the Registrar duly endorsed by, or accompanied by a written instrument or instruments
of transfer in form satisfactory to the Registrar duly executed by, the registered owner
or his or her attorney duly authorized in writing, the City shall execute and the Registrar
shall authenticate, date and deliver in the name of the transferee or transferees a new
fully registered Bond or Bonds of the same maturity and interest rate of authorized
denominations for a like aggregate principal amount. Any fully registered Bond or
Bonds may be exchanged at said office of the Registrar for a like aggregate principal
amount of Bond or Bonds of the same maturity and interest rate of other authorized
denominations. The execution by the City of any fully registered Bond shall constitute
full and due authorization of such Bond, and the Registrar shall thereby be authorized
to authenticate, date and deliver such Bond.
The Registrar shall not be required to transfer or exchange any Bond during the
period of fifteen (15) days next preceding any interest payment date on such Bond, nor
to transfer or exchange any Bond after notice calling such Bond for redemption prior to
maturity has been mailed nor during the period of fifteen (15) days next preceding
mailing of a notice of redemption of any Bonds.
The person in whose name any Bond shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of the principal
of, premium (if any) or interest on any Bond shall be made only to or upon the order of
the registered owner thereof or his legal representative. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Bond to the extent of
the sum or sums so paid.
No service charge shall be made for any transfer or exchange of Bonds, but the
City or the Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange
of Bonds, except in the case of the issuance of a Bond or Bonds for the unredeemed
portion of a Bond surrendered for redemption.
The City and /or the Registrar may enter into an agreement with a securities
depository registered under Section 17A of the Securities Exchange Act of 1934, as
amended (the "Securities Depository'), including without limitation The Depository Trust
Company, which is the record owner of the Bonds, to establish procedures with respect
to Bonds owned by such Securities Depository. Such agreement may impose
additional requirements on the Registrar with respect to the Bonds.
Section 6. Prior Redemption. Bonds maturing on and after May 1, 2025, shall
be subject to redemption prior to maturity at the option of the City as a whole, or in part
in such order of maturity as the City may determine (less than all of the Bonds of a
single maturity to be selected by the Registrar as hereinafter provided), on May 1,
2024, and on any date thereafter, at the redemption price of 100% of the principal
amount thereof being redeemed plus accrued interest to the date fixed for redemption.
The Bonds maturing on May 1, 2036 shall be subject to mandatory sinking fund
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 May 1 of the following years and in the following
amounts:
REDEMPTION DATE PRINCIPAL AMOUNT
MAY 1 OF REDEMPTION
2034
$310,000
2035
320,000
2036*
330,000
* 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 principal
amount of Bonds to be redeemed. For purposes of any redemption of less than all of
the outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to
be redeemed shall be selected by the Registrar from the outstanding Bonds by such
method as the Registrar shall deem fair and appropriate, and which may provide for the
selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000
and integral multiples thereof.
The Registrar shall promptly notify the City in writing of the Bonds or portions of
Bonds selected for redemption and, in the case of any Bond selected for partial
redemption, the certificate number and the principal amount thereof to be redeemed.
Section 7. Redemption Procedure. Unless waived by any owner of the Bonds
(or a portion thereof) to be redeemed, notice of the call for any such redemption shall
be given by the Registrar on behalf of the City by mailing the redemption notice by first
class mail, postage prepaid, at least thirty (30) days and not more than sixty (60) days
prior to the date fixed for redemption to the registered owner of the Bond or Bonds to
be redeemed at the address shown on the Bond Register or at such other address as is
furnished in writing by such registered owner to the Registrar.
All notices of redemption shall state:
(1) the date fixed for redemption,
(2) the redemption price,
(3) if less than all outstanding Bonds are to be redeemed, the
identification, including CUSIP numbers (and, in the case of partial redemption,
the respective principal amounts and certificate numbers) of the Bonds to be
redeemed,
(4) that on the date fixed for redemption the redemption price will
become due and payable upon each such Bond or portion thereof called for
redemption, and that interest thereon shall cease to accrue from and after said
date, and
(5) the place where such Bonds are to be surrendered for payment of
the redemption price including a contact person and telephone number, which
place of payment shall be the designated office of the Registrar.
Prior to any date fixed for redemption, the City shall deposit with the Registrar an
amount of money sufficient to pay the redemption price of all the Bonds or portions of
Bonds which are to be redeemed on that date. With respect to an optional redemption
of any Bonds, unless moneys sufficient to pay the principal of and interest on the
Bonds to be redeemed shall have been received by the Registrar prior to the giving of
such notice of redemption, such notice may, at the option of the City, state that said
redemption shall be conditional upon the receipt of such moneys by the Registrar on or
prior to the date fixed for redemption. If such moneys are not received, such notice
shall be of no force and effect, the City shall not redeem such Bonds and the Registrar
shall give notice, in the same manner in which the notice of redemption was given, that
such moneys were not so received and that such Bonds will not be redeemed.
Notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds so to be redeemed shall, on the date fixed for redemption, become due and
payable at the redemption price therein specified, and from and after such date (unless
the City shall default in the payment of the redemption price) such Bonds or portions of
Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the Registrar at the
redemption price. Installments of interest due on or prior to the date fixed for
redemption shall be payable as herein provided for the payment of interest. Upon
surrender for any partial redemption of any Bond, there shall be prepared for the
registered owner a new Bond or Bonds of the same maturity and interest rate in the
principal amount of the unpaid principal. All Bonds which have been redeemed shall
be cancelled and destroyed by the Registrar, and shall not be reissued.
In addition to the redemption notice required above, if there is more than one (1)
registered owner of the Bonds, further notice of redemption (the "Additional Redemption
Notice') shall be given by the Registrar as set forth below, but no defect in the
Additional Redemption Notice nor any failure to give all or any portion of the Additional
Redemption Notice shall in any manner affect the effectiveness of a call for redemption
if notice thereof is given as prescribed above.
Each Additional Redemption Notice given hereunder shall contain the
information required above, plus (i) the date such notice required above has been or
will be mailed; (ii) the date of issuance of the Bonds being redeemed, as originally
issued; (iii) the maturity date of each Bond (or portion thereof) to be redeemed; and
(iv) any other descriptive information needed to identify accurately the Bonds being
redeemed prior to maturity.
Each Additional Redemption Notice shall be sent at least thirty (30) days before
the date fixed for redemption by legible facsimile transmission, registered or certified
mail (postage prepaid) or overnight delivery service to The Depository Trust Company
of New York, New York, and to at least two (2) national information services that
disseminate notices of redemption of obligations such as the Bonds.
Section 8. Payable Solely from Net Revenues. The Bonds, the Outstanding
Bonds and any Parity Bonds, together with premium (if any) and interest thereon, shall
be payable only out of the Net Revenues deposited into the Storm Water Utility Special
Redemption Fund as hereinafter provided, and shall be a valid claim of the owners
thereof only against the Storm Water Utility Special Redemption Fund and from the Net
Revenues pledged to the Storm Water Utility Special Redemption Fund, and on a
parity with the Outstanding Bonds and any Parity Bonds; and sufficient Net Revenues
are hereby pledged to the Storm Water Utility Special Redemption Fund, and shall be
used for no purpose other than to pay the principal of, premium (if any) and interest on
the Bonds, the Outstanding Bonds and any Parity Bonds as the same fall due.
Section 9. Form of Bonds. The Bonds, the certificate of authentication to be
endorsed thereon and the form of assignment to be endorsed thereon are all to be in
substantially the following forms with necessary and appropriate variations, omissions
and insertions as permitted or required by this Resolution:
No.
RATE OF
INTEREST
[FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
STORM WATER UTILITY REVENUE BOND, SERIES 2016E
MATURITY DATE
May 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DATED DATE
July_, 2016
CUSIP 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, solely from the revenues hereinafter specified, the Principal Amount
hereinabove identified and from the same source to pay interest (computed on the
basis of a 360 -day year consisting of twelve 30 -day months) on such Principal Amount
from the date of this Bond or from the most recent interest payment date to which
interest has been paid at the Rate of Interest per annum hereinabove identified on
May 1 and November 1 of each year, commencing on May 1, 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 hereto.
The principal of this Bond is payable in lawful money of the United States of
America only upon presentation and surrender of this Bond at the designated office of
U.S. Bank National Association, as registrar and paying agent, or any successor
thereto (the "Registrar'). Payment of each installment of interest shall be made to the
Registered Owner hereof who shall appear on the registration books of the City
maintained by the Registrar at the close of business on the fifteenth day of the calendar
month next preceding the applicable interest payment date, and shall be paid by check
or draft of the Registrar mailed to such Registered Owner at his address as it appears
on such registration books or at such other address as may be furnished in writing by
such Registered Owner to the Registrar.
Reference is hereby made to the further provisions of this Bond set forth on the
reverse side hereof, and such further provisions shall for all purposes have the same
effect as if set forth on the front side of this Bond.
It is hereby certified, recited and declared that all acts, conditions and things
required to be done, exist, happen and be performed precedent to and in the issuance
of this Bond have been done, have existed, have happened and have been performed
in due time, form and manner as required by the Constitution and the laws of the State
of Wisconsin, and that sufficient of the income and revenues to be received by the City
from the operation of the storm water utility system owned and operated by the City has
been pledged to and will be set aside into a special fund for the payment of the
principal of and interest on this Bond.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF the City of Oshkosh, Winnebago County, Wisconsin, by
its City Council, has caused this Bond to be executed with the duly authorized manual
or facsimile signature of its City Manager and with the duly authorized manual or
facsimile signature of its City Clerk and its official seal or a facsimile thereof to be
impressed or reproduced hereon, as of the Dated Date hereinabove identified.
City Clerk
[SEAL]
CERTIFICATE OF AUTHENTICATION
City Manager
This Bond is one of the Bonds described in the within mentioned Resolution, and
is one of the Storm Water Utility Revenue Bonds, Series 2016E, of the City of Oshkosh,
Winnebago County, Wisconsin.
Date of Authentication: .20
U.S. BANK NATIONAL ASSOCIATION
Authorized Signatory
[FORM OF BOND - REVERSE SIDE]
This Bond is one of an authorized issue of Storm Water Utility Revenue Bonds,
Series 2016E, of like date, aggregating the principal amount of $5,175,000 (the
'Bonds') and issued to pay the cost of constructing improvements, additions and
extensions to the storm water utility system of the City, pursuant to Article XI, Section 3
of the Wisconsin Constitution and Section 66.0621, Wisconsin Statutes, as
supplemented and amended, and is payable, together with certain outstanding Taxable
Storm Water Utility Revenue Bonds, Series 2010E, certain outstanding Storm Water
Utility Revenue Bonds, Series 2012D, certain outstanding Storm Water Utility Revenue
Bonds, Series 2013A, certain outstanding Storm Water Utility Revenue Bonds,
Series 2014A and certain outstanding Storm Water Utility Revenue Bonds,
Series 2015C (the "outstanding bonds'), only from the net income and revenues to be
derived from the operation of the storm water utility system of the City, which income
and revenues have been set aside as a special fund for that purpose and identified as
the "Storm Water Utility Special Redemption Fund." This Bond is issued pursuant to
resolutions adopted on April 12, 2005, September 15, 2010, October 9, 2012 (as
amended and restated on October 23, 2012), June 11, 2013, June 24, 2014,
August 11, 2015 and June 28, 2016 by the City Council of the City, and does not
constitute an indebtedness of the City within the meaning of any constitutional or
statutory limitation or provision. Reference is hereby made to said resolutions for a
more complete statement of the revenues from which and conditions under which this
Bond is payable, a statement of the conditions on which obligations may hereafter be
issued on a parity with this Bond, and the general covenants and provisions pursuant
to which this Bond has been issued.
Bonds of the issue of which this Bond is one maturing on and after May 1, 2025,
are subject to redemption prior to maturity at the option of the City as a whole, or in part
in such order of maturity as the City shall specify (in integral multiples of $5,000, less
than all the Bonds of a single maturity to be selected by the Registrar in such manner
as it shall deem fair and appropriate) on May 1, 2024, and on any date thereafter, at
the redemption price of 100% of the principal amount thereof being redeemed plus
accrued interest to the date fixed for redemption.
The Bonds maturing on May 1, 2036 shall be subject to mandatory sinking fund
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 May 1 of the following years and in the following
amounts:
REDEMPTION DATE PRINCIPAL AMOUNT
MAY 1 OF REDEMPTION
2034
$310,000
2035
320,000
2036*
330,000
* Maturity
Notice of any intended redemption shall be sent by first class mail, postage
prepaid, not less than thirty (30) days nor more than sixty (60) days prior to the date
fixed for redemption to the registered owner of each Bond to be redeemed (in whole or
in part) at the address shown on the registration books of the City maintained by the
Registrar or at such other address as is furnished in writing by such registered owner to
the Registrar. Such notice of optional redemption may be conditional as provided in
the authorizing resolution. When so called for redemption, this Bond, or the portion
thereof being so called for redemption, will cease to bear interest on the specified
redemption date, provided funds for redemption are on deposit at the place of payment
at that time, and shall not be deemed to be outstanding.
This Bond is transferable by the Registered Owner hereof in person or by his or
her 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 authorizing resolution, and upon surrender and cancellation of this Bond. Upon
such transfer a new Bond or Bonds of authorized denominations of the same maturity
and interest rate and for the same aggregate principal amount will be issued to the
transferee in exchange for this Bond.
The Bonds are issuable in fully registered form in the denomination of $5,000
each or integral multiples thereof. This Bond may be exchanged at the designated
office of the Registrar for a like aggregate principal amount of Bonds of the same
maturity and interest rate of other authorized denominations, upon the terms set forth in
the authorizing resolution.
The City and the Registrar may deem and treat the Registered Owner as the
absolute owner hereof for the purpose of receiving payment of or on account of
principal hereof, premium, if any, hereon and interest due hereon and for all other
purposes and neither the City nor the Registrar shall be affected by any notice to the
contrary.
The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM- as tenants in common
TEN ENT- as tenants by the entirety
JT TEN- as joint tenants with right
of survivorship and not
as tenants in common
UNIF GIFT /TRANS MIN ACT -
Custodian
(Cust) (Minor)
under Uniform Gifts /Trans to Minors
Act
(State)
Additional abbreviations may also be used though not listed above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
its successor as Registrar to transfer the said Bond on the books kept for registration
thereof with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears upon the face of the within Bond in every
particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include
membership or participation in STAMP or such other "signature guaranty
program" as may be determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with the Securities Exchange Act
of 1934, as amended.
Section 10. Application of Certain Provisions of the 2005 Resolution. The Bonds
shall be issued in compliance with and under authority of the provisions of the 2005
Resolution, so as to be on a parity with the Outstanding Bonds. All of the provisions of
Sections 12, 13, 14, 15, 16, 17, 20 and 23 of the 2005 Resolution shall be applicable to
the Bonds as if said provisions were set out in full in this Resolution, and such
provisions shall continue to be so applicable until all of the Bonds shall have been
retired both as to principal and interest.
It is hereby determined that the present and future requirements of all funds and
accounts under the 2005 Resolution shall be determined from time to time by the City
Council of the City in accordance with prudent public utility management practices and
further provided, that money in the Storm Water Utility Revenue Fund (as defined in the
2005 Resolution) shall be deposited in the Storm Water Utility Special Redemption
Fund (as defined in the 2005 Resolution) in amounts at all times sufficient to provide for
the payment when due of the principal of, premium (if any) and interest on the Bonds
and the Outstanding Bonds.
It is the express intent and determination of this Governing Body that the amount
of money to be deposited in the Storm Water Utility Special Redemption Fund shall in
any event be sufficient to pay the interest on the Bonds, the Outstanding Bonds and the
Parity Bonds as the same accrues and to retire such bonds at maturity, and to provide
the monthly amounts payable into the Reserve Account, notwithstanding the
distribution of revenues herein allotted to such fund in the manner above provided.
Section 11. Prior Lien Bonds; Parity Bonds. The City will issue no bonds or
obligations of any kind or nature payable from or enjoying a lien on the revenues or the
property of the Utility having a priority over the Bonds, but may issue Parity Bonds on
the terms and conditions set out in Section 15 of the 2005 Resolution.
Section 12. Sale of Bonds. The sale of the Bonds to Robert W. Baird & Co.
Incorporated of Milwaukee, Wisconsin, at a price of $5,180,885.22 and accrued interest
to the date of delivery is hereby confirmed, the same being the best bid submitted. The
Director of Finance /City Treasurer of the City is hereby authorized to deliver the Bonds
to said purchasers (or their designees) upon payment of the purchase price.
Section 13. Disposition of Bond Proceeds, No Arbitrage, Bonds to Remain in
Registered Form, Reimbursement. The proceeds from the sale of the Bonds shall be
disbursed as follows and not otherwise:
(a) Accrued interest on the Bonds, if any, shall be deposited into the
Interest and Principal Account of the Storm Water Utility Special Redemption
Fund.
(b) Into the Reserve Account, an amount equal to the amount
necessary to cause the balance on deposit therein to equal the Debt Service
Reserve Requirement.
(c) The balance of the principal proceeds from the sale of the Bonds
shall be deposited in a special fund, and used solely for the purpose of financing
the costs of the Project and paying the costs of issuance of the Bonds.
The City Manager, the City Clerk, the Director of Finance /City Treasurer of the
City, or any of them, are hereby authorized to execute on behalf of the City a Tax
Exemption Certificate and Agreement (the "Tax Exemption Certificate') to assure the
purchasers and owners of the Bonds that the proceeds of the Bonds are not expected
to be used in a manner which would or might result in the Bonds being "reimbursement
bonds" issued in contravention of Section 1.103 -18 of the United States Treasury
Department Regulations (the "Regulations') or "arbitrage bonds" under Section 148 of
the Internal Revenue Code of 1986, as amended (the "Code'), or the Regulations
currently in effect or proposed. Such Tax Exemption Certificate shall constitute a
representation, certification and covenant of the City, and shall be incorporated herein
by reference, and no investment of Bond proceeds or of moneys accumulated to pay
the Bonds herein authorized shall be made in violation of the expectations prescribed
by said Tax Exemption Certificate. Such Tax Exemption Certificate shall constitute an
agreement of the City to follow certain covenants which may require the City to take
certain actions (including the payment of certain amounts to the United States of
America) or which may prohibit certain actions (including the establishment of certain
funds) under certain conditions as specified in such Tax Exemption Certificate.
The City further recognizes that Section 149(x) of the Code requires the Bonds
to be issued and to remain in fully registered form in order that the interest on the
Bonds continue to be excludible from the gross income of the owners thereof for federal
income tax purposes under laws in force at the time the Bonds are delivered. In this
connection, the City agrees that it will not take any action to permit the Bonds to be
issued in, or converted into, bearer or coupon form.
Section 14. Duties of Registrar. If requested by the Registrar, the City Manager
of the Issuer is authorized to execute, and the City Clerk of the City is authorized to
attest, and said City Manager and City Clerk are hereby authorized to deliver, the
Registrar's standard form of agreement between the City and the Registrar with respect
to the obligations and duties of the Registrar hereunder which shall include the
following:
(a) to act as Registrar, authenticating agent, paying agent and transfer
agent as provided herein;
(b) to give notice of redemption of Bonds as provided herein;
(c) to cancel and destroy Bonds which have been paid at maturity or
upon earlier redemption or submitted for exchange or transfer;
(d) to furnish the City at least annually a certificate of destruction with
respect to Bonds cancelled and destroyed; and
(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.
Any corporation or association into which the Registrar may be converted or
merged, or with which it may be consolidated, or to which it may sell or transfer its
corporate trust business as a whole or substantially as a whole, or any corporation or
association resulting from any such conversion, merger or consolidation to which it is a
party, shall be and become successor Registrar hereunder, and vested with all the
duties, powers, discretions, immunities, privileges and all other matters as was its
predecessor, without the execution or filing of any instrument or any further act, deed or
conveyance on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. Any such successor Registrar shall give notice thereof to the City and
the registered owners of the Bonds.
The Registrar may be removed at any time by the City by an instrument in
writing delivered to the Registrar.
In case the Registrar shall be removed, or shall be dissolved, or shall be in the
course of dissolution or liquidation, or otherwise become incapable of acting
hereunder, or in case it shall be taken under the control of any public officer or officers,
or of a receiver appointed by a court, a successor may be appointed by the City by an
instrument in writing, a copy of which shall be delivered to the retiring Registrar, the
successor Registrar and the registered owners of the Bonds. The City shall mail notice
of any such appointment made by it to each registered owner of any Bond within twenty
(20) days after such appointment. Any Registrar appointed under the provisions of this
Section 14 shall be a City officer or a bank or trust company with offices in the United
States of America.
Section 15. Equality of Lien. All of the Bonds, regardless of the installment of
which they are a part and regardless of the dates of their issuance or delivery, together
with the Outstanding Bonds, shall be secured equally by a pledge of the Storm Water
Utility Special Redemption Fund and the Net Revenues allocated to the Storm Water
Utility Special Redemption Fund.
Section 16. Resolution a Contract; Remedies of Owners of Bonds. The
provisions of this Resolution shall constitute a contract between the City and the owner
or owners of the Bonds and after the issuance of any of the Bonds, except as provided
in Section 17 of the 2005 Resolution, providing for modification, no change or alteration
of any kind in the provisions of this Resolution may be made until all of the Bonds shall
have been paid in full as to both principal and interest.
The owners of any of the Bonds shall have the right in addition to all other rights,
by mandamus or other suit or action in any court of competent jurisdiction, to enforce
his, her or their rights against the City, the Governing Body and any other authorized
body to fix and collect rates and charges fully adequate to carry out all of the provisions
and agreements contained in this Resolution, and for the appointment of a receiver for
the Utility in the event of a default in the payment of principal or interest.
Section 17. Continuing Disclosure Undertaking. The City Manager or the
Director of Finance /City Treasurer of the City is hereby authorized, empowered and
directed to execute and deliver the Continuing Disclosure Undertaking with respect to
the Bonds (the "Continuing Disclosure Undertaking') in substantially the form as the
individual executing the Continuing Disclosure Undertaking on behalf of the City shall
approve, his or her execution thereof to constitute conclusive evidence of his or her
approval of the form of such Continuing Disclosure Undertaking. When the Continuing
Disclosure Undertaking is executed and delivered on behalf of the City as herein
provided, the Continuing Disclosure Undertaking will be binding on the City and the
officers, employees and agents of the City, and the officers, employees and agents of
the City are hereby authorized, empowered and directed to do all such acts and things
and to execute all such documents as may be necessary to carry out and comply with
the provisions of the Continuing Disclosure Undertaking, as executed. Copies of the
Continuing Disclosure Undertaking shall be placed in the official records of the City,
and shall be available for public inspection at the offices of the City. Notwithstanding
any other provision of this Resolution to the contrary, the sole remedies for failure to
comply with the Continuing Disclosure Undertaking shall be the ability of any beneficial
owner of any Bond to seek mandamus or specific performance by court order, to cause
the City to comply with its obligations under the Continuing Disclosure Undertaking.
Section 18. Other Documents. The City Manager, the City Clerk, the Director of
Finance /City Treasurer and all other officers of the City are hereby authorized to
execute all documents and certificates and to take all such actions as may be
necessary in connection with the authorization issuance, sale and delivery of the Bonds
and the performance of the obligations of the City hereunder and to carry out and
comply with the terms of this Resolution.
Section 19. Severability of Invalid Provisions. If any section, paragraph or
provision of this Resolution shall be held to be invalid or unenforceable for any reason,
the invalidity or unenforceability of such section, paragraph or provision shall not affect
any of the remaining sections, paragraphs and provisions of this Resolution.
Section 20. Conflicting Ordinances, Resolutions and Orders Superseded. All
ordinances, resolutions or orders, or parts thereof, heretofore enacted, adopted or
entered, in conflict with the provisions of this Resolution shall be, and the same are
hereby, superseded to the extent of such conflict, and this Resolution shall be in effect
from and after its passage.
Adopted June 28, 2016
Approved June 28, 2016
Recorded June 28, 2016
/s/ Steve Cummings
Mayor
/s/ Pamela R. Ub
City Clerk
City of Oshkosh
Finance Department
215 Church Ave., PO Box 1130
Oshkosh, W1 -1130
OlHKOIH (920) 236-5005 5490 (3920) 236 -5039 FAX
ON THE WATER
DATE: June 23, 2016
TO: Honorable Mayor and Members of the Common Council
FROM: Trena Larson, Finance Director
SUBJECT: A RESOLUTION determining to issue $[5,275,000] aggregate principal amount
of Storm Water Utility Revenue Bonds, Series 2016E, of the City of Oshkosh,
Winnebago County, Wisconsin, in such amount providing details, prescribing
the form of bond, awarding the bonds to the best bidder, and providing for the
payment of said bonds and covenants with respect thereto.
A RESOLUTION providing for the issuance and sale of $[7,110,000] aggregate
principal amount of Water System Revenue Bonds, Series 2016F, 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
Trena Larson
Director
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. This authorization is the final step in the 2016
borrowing process for the Storm Water and Water Utilities.
As is normal practice, the Storm water and Water bonds, as outlined above, will be offered to the public
through a competitive sale on Tuesday, June 28, 2016. Following the sales, and tentative agreement, the
sales and accompanying terms will be presented for approval to the Council at Tuesday's meeting.
We are again separating the Utility borrowings from the general obligation borrowings to match the
obligations with the funds that benefit from the borrowings and to manage the City's debt burden in
recognition of the regulatory limit of 5% of Equalized Value for General Obligation Debt. This also
allows the City to reserve general obligation borrowing capacity for future needs.
ANALYSIS
For planning purposes, a True Interest Cost (TIC) of 3.32% and 3.19% was assumed for the Series
2016E Storm water Revenue Bonds and Series 2016F Water Revenue Bonds, respectively. However, as
was noted by Ehlers at the June 14 Council Meeting, interest rates have dropped significantly since the
initial planning for these issues was undertaken so we are expecting much more favorable rates likely in
the 2.60% - 2.80% range assuming no significant upward interest rate movement between June 14 and
June 28. It is expected that both the Storm water and Water Revenue Bonds will carry a higher interest
rate than the Sewer Revenue Bonds which had a more rapid amortization of principal since funds
borrowed for equipment purchases and property improvements were only amortized for ten years within
the overall bond structure. Additionally, the Storm water Revenue Bonds are rated one notch lower at
Al as compared to the Aa3 rating carried by the Sewer Revenue and Water Revenue Bonds.
FISCAL IMPACT
The above amounts will be added to the Storm Water and Water Utilities outstanding debt obligations,
with the bonds being paid off over 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.
RECOMMENDATIONS
Staff recommends adoption of the above noted resolutions.
Respectfully Submitted,
Y en larson
Trena Larson
Finance Director
Approved:
Mark Rohloff
City Manager