HomeMy WebLinkAbout15. 18-319 REVISED
JUNE 12, 2018 18-319 RESOLUTION
(CARRIED 7-0 LOST LAID OVER WITHDRAWN )
PURPOSE: RESOLUTION DETERMINING TO ISSUE$5,545,000 AGGREGATE
PRINCIPAL AMOUNT OF GENERAL OBLIGATION
CORPORATE PURPOSE BONDS, SERIES 2018A, 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: FINANCE DEPARTMENT
WHEREAS, by initial resolutions duly adopted on May 8, 2018, there have been authorized
to be issued not to exceed$5,615,000 general obligation bonds of the City of Oshkosh, Winnebago
County, Wisconsin (the "City") for the public purposes as follows:
$4,080,000 for streets and street improvements;
$765,000 for parks and public grounds; and
$770,000 for community development projects for tax increment
districts
WHEREAS, notice of the sale of bonds for such purposes was previously duly published in
The Bond Buyer, and
WHEREAS, it is now necessary and desirable that said bonds be sold and issued for the
purposes aforesaid in the aggregate principal amount of$5,545,000; and
WHEREAS, pursuant to the advertisement aforesaid, sealed bids were received for the
purchase of said bonds in the aggregate principal amount of$5,545,000 until 10:00 A.M., Central
Time, on June 12, 2018, and are as follows:
NAME OF BIDDER TRUE INTEREST RATE
Robert W. Baird & Co., Incorporated 3.1884%*
UBS Financial Services Inc. 3.2658
and
WHEREAS, the bid of Robert W. Baird & Co., Incorporated of Milwaukee, Wisconsin, at a
price of$5,541,884.11, 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)
Now, THEREFORE, Be It Resolved by the City Council of the City of Oshkosh, 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 General Obligation Corporate Purpose
Bonds, Series 2018A, 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.
"Registrar" shall mean the City Treasurer of the City in Oshkosh, Wisconsin, or a
successor designated as Registrar under this Resolution.
"Resolution" shall mean this resolution as adopted by the Governing Body of the City.
* True interest cost of 3.1936%after resizing.
Section 2. Authorization. The issuance of $5,545,000 aggregate principal amount of
Bonds is hereby authorized for the purpose of providing funds in an amount sufficient to finance
the public purpose projects, as set out in the preamble to this Resolution.
The Bonds shall be designated "General Obligation Corporate Purpose Bonds, Series
2018A," shall be dated the date of issuance, as originally issued, and shall also bear the date of
their authentication by the Registrar. The Bonds shall be in fully registered form, shall be in
denominations of$5,000 each and integral multiples thereof(but no single Bond shall represent
installments of principal maturing on more than one date), shall be lettered "R" and numbered
consecutively starting with the number one, shall mature as to principal on December 1 of the
years, and in the principal amounts, and shall bear interest at the rates per annum, as follows:
PRINCIPAL INTEREST PRINCIPAL INTEREST
YEAR AMOUNT RATE YEAR AMOUNT RATE
2019 $205,000 3.000% 2029 $315,000 3.000%
2020 265,000 3.000 2030 315,000 3.000
2021 275,000 3.000 2031 330,000 3.125
2022 280,000 3.000 2032 335,000 3.250
2023 285,000 3.000 2033 340,000 3.250
2024 290,000 3.000 2034 265,000 3.375
2025 290,000 3.000 2035 270,000 3.375
2026 295,000 3.000 2036 280,000 3.500
2027 305,000 3.000 2037 295,000 3.500
2028 310,000 3.000
Section 3. Interest; Payment Provisions. The Bonds shall bear interest from their date
or from the most recent interest payment date to which interest has been paid or duly provided for,
at the interest rates set out above, such interest (computed upon the basis of a 360-day year
consisting of twelve 30-day months) being payable on June 1 and December 1 of each year,
commencing on June 1,2019. 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 December 1, 2027, shall
be subject to redemption prior to maturity at the option of the City, as a whole or in part in such
order as the City may determine (less than all of the Bonds of a single maturity to be selected by
the Registrar as hereinafter provided), on December 1, 2026, and on any date thereafter, at a
redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to
the date fixed for redemption.
The Bonds shall be redeemed only in the principal amount of $5,000 each and integral
multiples thereof. At least forty-five (45) days prior to the date fixed for an optional redemption
(unless a shorter notice shall be satisfactory to the Registrar), the City shall notify the Registrar of
such date fixed for redemption and of the order and the principal amount of the Bonds to be
redeemed. For purposes of any redemption of less than all of the outstanding Bonds of a single
maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by the
Registrar from the outstanding Bonds of such maturity then outstanding by such method as the
Registrar shall deem fair and appropriate, and which may provide for the selection for redemption
of Bonds or portions of Bonds in principal amounts of$5,000 and integral multiples thereof.
The Registrar shall promptly notify the City in writing of the Bonds or portions of Bonds
selected for redemption prior to maturity and, in the case of any Bond selected for partial
redemption, the principal amount thereof to be redeemed.
Section 7. Redemption Procedure. Unless waived by any registered owner of Bonds (or
portions thereof) to be redeemed, notice of the call for any such redemption prior to maturity shall
be given by the Registrar on behalf of the City by mailing the redemption notice by 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:
No. R- $
(FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
GENERAL OBLIGATION CORPORATE PURPOSE BOND
SERIES 2018A
RATE OF
INTEREST MATURITY DATE DATED DATE CUSIP NUMBER
% December 1, , 2018
Registered Owner:
Principal Amount:
KNow ALL MEN BY THESE PRESENTS: That the City of Oshkosh in the County of
Winnebago and the State of Wisconsin (the "City"), hereby acknowledges itself to owe and for
value received promises to pay to the Registered Owner hereinabove identified, or registered
assigns as hereinafter provided, on the Maturity Date hereinabove identified, the Principal Amount
hereinabove identified and to pay interest (computed on the basis of a 360-day year consisting of
twelve 30-day months) on such Principal Amount from the Dated Date hereinabove identified or
from the most recent interest payment date to which interest has been paid at the Rate of Interest
per annum hereinabove identified on June 1 and December 1 of each year, commencing on June 1,
2019,until said Principal Amount is paid, except as the provisions hereinafter set forth with respect
to redemption prior to maturity may be and become applicable to this Bond.
The principal of this Bond is payable in lawful money of the United States of America only
upon presentation and surrender of this Bond at the designated office of the City Treasurer of the
City in Oshkosh, Wisconsin, 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.
This Bond is one of an authorized issue of General Obligation Corporate Purpose Bonds,
Series 2018A, aggregating the principal amount of $5,545,000 (the "Bonds") issued for the
following purposes:
$4,025,000 for streets and street improvements;
$755,000 for parks and public grounds; and
$765,000 for community development projects for tax increment
districts
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 12, 2018 (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 December 1, 2027, are
subject to redemption prior to maturity at the option of the City, as a whole or in part in such order
as the City may determine in integral multiples of $5,000, less than all the Bonds of a single
maturity to be selected by the Registrar, as provided in the Resolution, in such manner as it shall
deem fair and appropriate, on December 1, 2026, and on any date thereafter, at a redemption price
of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for
redemption.
Notice of any intended redemption shall be sent by 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.
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.
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 City Manager
[SEAL]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within mentioned Resolution, and is one of
the General Obligation Corporate Purpose Bonds, Series 2018A, of the City of Oshkosh,
Winnebago County, Wisconsin.
Date of Authentication:
By
City Treasurer
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 UNIF GIFT/TRANS MIN ACT-
Custodian
(Cust) (Minor)
TEN ENT- as tenants by the entirety under Uniform Gifts/Transfers to Minors
JT TEN- as joint tenants with right of Act
survivorship and not as (State)
tenants in common
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
or its successor as Registrar,to transfer the said
Bond on the books kept for registration thereof with full power of substitution in the premises.
Dated:
NOTICE: The signature to this Assignment must correspond with the name of the registered
owner as it appears upon the face of the within Bond in every particular, without
alteration or enlargement or any change whatever.
Signature guaranteed:
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in STAMP or such other "signature guaranty program" as may be
determined by the Registrar in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
Section 9. Sale of Bonds. The sale of the Bonds to Robert W. Baird&Co., Incorporated
of Milwaukee, Wisconsin, at a price of$5,541,884.11,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:
YEAR AMOUNT
2018 $ 451,997.04
2019 432,181.26
2020 434,231.26
2021 430,981.26
2022 427,581.26
2023 424,031.26
2024 415,331.26
2025 411,631.26
2026 412,781.26
2027 408,631.26
2028 404,331.26
2029 394,881.26
2030 400,431.26
2031 395,118.76
2032 389,231.26
2033 303,181.26
2034 299,237.50
2035 300,125.00
2036 305,325.00
In each of said years from 2018 to 2036, 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 2018A Corporate Purpose Bond Account," to be held as a part of the Debt
Service Fund, all premium, if any, and accrued interest, if any, 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; No Arbitrage; Bonds to Remain in Registered Form;
Reimbursement. The principal proceeds of the Bonds shall be deposited in a special fund, and used
solely for the purpose of financing the public purpose projects for which the Bonds are hereby
authorized.
The City recognizes that the purchasers and owners of the Bonds will have accepted them
on, and paid therefor a price which reflects,the understanding that the interest thereon is excludible
from Federal gross income of the owners thereof under laws in force at the time the Bonds shall
have been delivered. In this connection, the City agrees that it shall take no action which may
render the interest on any of the Bonds includible in Federal gross income of the owners thereof
and that the principal proceeds of the sale of the Bonds shall be devoted to and used with due
diligence for the purposes for which the Bonds are hereby authorized to be issued. The City agrees
that, to the extent possible under state law, it will comply with whatever Federal law is adopted in
the future, which applies to the Bonds and affects the tax-exempt status of the interest on the
Bonds.
The City Manager, the City Clerk, the City Treasurer/Finance Director or any of them, are
hereby authorized to execute on behalf of the City a Tax Exemption Certificate and Agreement to
assure the purchasers and owners of the Bonds that the proceeds of the Bonds are not expected to
be used in a manner which would or might result in the Bonds being"reimbursement bonds"issued
in contravention of Section 1.103-18 of the United States Treasury Department Regulations (the
"Regulations") or "arbitrage bonds" under Section 148 of the Code or the Regulations currently
in effect or proposed. Such Tax Exemption Certificate and Agreement shall constitute a
representation, certification and covenant of the City, and shall be incorporated herein by
reference, and no use or investment of Bond proceeds or of moneys accumulated to pay the Bonds
herein authorized shall be made in violation of the expectations prescribed by said Tax Exemption
Certificate and Agreement. Such Tax Exemption Certificate and Agreement shall constitute an
agreement of the City to follow certain covenants which may require the City to take certain actions
(including the payment of certain amounts to the United States of America) or which may prohibit
certain actions (including the establishment of certain funds and account)under certain conditions
as specified in such Tax Exemption Certificate and Agreement.
The City further recognizes that Section 149(a) of the Code requires the Bonds to be issued
and to remain in fully registered form in order that the interest thereon is excludible from Federal
gross income of the owners thereof under laws in force at the time the Bonds are delivered. In this
connection, the City agrees that it will not take any action to permit the Bonds to be issued in, or
converted into, bearer or coupon form.
Section 14. Duties of Registrar. If requested by the Registrar, the City Manager of the
City is hereby authorized to execute, and the City Clerk of the City is hereby authorized to attest
and to affix the official seal of the City, and said City Manager and City Clerk are hereby
authorized to deliver, the Registrar's standard form of agreement between the City and the
Registrar with respect to the obligations and duties of the Registrar hereunder, which shall include
the following:
(a) to act as Registrar, authenticating agent, paying agent and transfer agent as
provided herein;
(b) to give notice of redemption of Bonds as provided herein;
(c) to cancel and destroy Bonds which have been paid at maturity or upon
earlier redemption or submitted for exchange or transfer;
(d) to furnish the City at least annually a certificate of destruction with respect
to Bonds cancelled and destroyed; and
(e) to furnish the City at least annually an audit confirmation of Bonds paid,
Bonds outstanding and payments made with respect to the interest on the Bonds.
The City Clerk of the City is hereby directed to file a certified copy of this Resolution with
the Registrar.
The City covenants that it shall at all times retain a Registrar with respect to the Bonds,
that it will maintain at the designated office of such Registrar a place or places where Bonds may
be presented for payment or registration of transfer or exchange, and that it shall require that the
Registrar properly maintain the Bond Register and perform the other duties and obligations
imposed upon it by this Resolution in a manner consistent with the standards, customs and
practices of the municipal securities industry.
The Registrar shall signify its acceptance of the duties and obligations imposed upon it by
this Resolution by executing the certificate of authentication on any Bond, and by such execution
the Registrar, shall be deemed to have certified to the City that it has all requisite power to accept
and has accepted such duties and obligations. The 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 12, 2018.
Approved June 12, 2018.
Recorded June 12, 2018.
/s/ Steve Cummings
Mayor
ATTEST:
/s/Pamela R. Ubrig
City Clerk
Tap
try r' i
XR
Oshkosh
TO: Honorable Mayor and Members of the Common Council
FROM: Trena Larson, Finance Director
DATE: June 7, 2018
RE: RESOLUTION determining to issue $[ ] aggregate principal
amount of General Obligation Corporate Purpose Bonds, Series 2018A, 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 determining to issue $[ ] aggregate principal amount of General
Obligation Promissory Notes, Series 2018B, of the City of Oshkosh, Winnebago County,
Wisconsin, in such amount, providing details, prescribing the form of note, awarding
the notes to the best bidder, and levying taxes.
RESOLUTION determining to issue $[ ] aggregate principal amount of Storm
Water Utility Revenue Bonds, Series 2018C, 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.
BACKGROUND
In November of 2017 the Common Council adopted the 2017 Capital Improvement Program (CIP).
Staff was then able to execute a reimbursement declaration in November of 2017. On May 8, 2018 the
Common Council approved the initial borrowing resolutions which stated the intent to borrow and
authorized staff to proceed with the preparation and documentation needed to sell the bonds. The sale
of the bonds will be completed and the final approval is needed to authorize the sale of the General
Obligation Bonds and Notes as well as the Storm Water System Revenue Bonds. As noted in the May
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.
Finance Director, Trena Larson
City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130
http:llwww,ci.oshkosh.wi.us
As is normal practice, the bonds and notes as outlined above will be offered to the public through
competitive sales at 10 AM on Tuesday, June 12, 2018. Following the sales and tentative agreements the
terms will be presented for approval to the Council at Tuesday's meeting.
As outlined in the initial resolutions, we are separating the Utility borrowing from the general
obligation borrowing to match the obligations with the funds that benefit from the borrowing. This
also helps manage the City's debt burden in recognition of the regulatory limit of 5% of Equalized
Value for General Obligation Debt, and to reserve general obligation borrowing capacity for future
needs.
ANALYSIS
While we will not be able to do an exact dollar analysis of the bids until they are received on Tuesday,
June 12, the information below provides details of a typical tax-exempt borrowing.
Tax -Exempt Borrowing Option is traditionally the lowest cost option to obtain funds for public use.
There are certain requirements that the City must follow in executing the bonds that include the proper
use, recordkeeping, and accountability of the funds.
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 3.10% for the General Obligation Bonds, 2.72% for the General Obligation Notes,
and 3.32% for the Storm Water Revenue Bonds. Based on current market conditions we would expect
to see results close to or marginally better than the initial planning estimates.
FISCAL IMPACT
The $5,960,000 of Promissory Notes will be paid off over ten years. The $5,615,000 of General
Obligation Bonds will be paid off over twenty years. The Storm Water System Revenue Bonds of
$10,510,000 will be paid off over twenty years. All issues will be added to the City's outstanding debt
obligations.
RECOMMENDATION
Staff recommends adoption both of the above noted resolutions.
Respectfully Submitted,
Xena larson
Trena Larson
Finance Director
Approved:
Mark Rohloff
City Manager