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HomeMy WebLinkAbout27. 21-493 SEPTEMBER 28, 2021 21-493 RESOLUTION (CARRIED ___6-0____ LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE: APPROVE RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF NOT TO EXCEED $3,015,000 AGGREGATE PRINCIPAL AMOUNT OF WATER SYSTEM REVENUE REFUNDING BONDS, SERIES 2021G, OF THE CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, FOR THE PURPOSE OF REFUNDING CERTAIN OUTSTANDING OBLIGATIONS OF THE CITY, AND PROVIDING DETAILS, PRESCRIBING THE FORM OF BOND, AUTHORIZING THE AWARD OF THE BONDS TO THE BEST BIDDER THEREFOR, AND PROVIDING FOR THE PAYMENT OF SAID REVENUE BONDS AND OTHER DETAILS AND COVENANTS WITH RESPECT THERETO INITIATED BY: CITY ADMINISTRATION WHEREAS, the City of Oshkosh, Winnebago County, Wisconsin (the “City”) now owns and operates a municipal waterworks system (the “System”); and WHEREAS, the City has outstanding its Water System Revenue Bonds, Series 2012F, dated November 15, 2012 (the “Prior Bonds”); and WHEREAS, the Common Council of the City (the “Council”) has determined that it is necessary and desirable to refund all or a portion of the Prior Bonds (the Prior Bonds to be refunded being referred to from time to time herein as the “Refunded Bonds”) in order to realize debt service savings for the City (the “Refunding”); and WHEREAS, the Refunded Bonds shall be fully described in the Bond Notification (as hereinafter defined) and are presently outstanding and unpaid and are binding and subsisting legal obligations of the City; and WHEREAS, the Council has heretofore determined and does hereby determine that the Refunding is in the best interests of the City; and WHEREAS, under the provisions of Chapter 66 of the Wisconsin Statutes, as supplemented and amended (the “Statute”), any municipality (as therein defined), such as the City, may, by action of its governing body, provide for constructing, extending, adding to and improving a public utility, such as the System, from the proceeds of obligations payable from the net income and revenues derived from the operation of said utility, and may further refund obligations issued for such purposes with proceeds of obligations payable from said net income and revenues; and -2- WHEREAS, in connection with the issuance of the City’s Water Revenue Bonds, Series 1992, dated May 1, 1992 (the “Series 1992 Bonds”), which bonds are no longer outstanding, the Common Council of the City (the “Common Council”) duly adopted, on April 16, 1992, Resolution Number 92-195 (the “1992 Resolution”), authorizing the issuance of the Series 1992 Bonds and providing, pursuant to Sections 12, 13, 14, 15, 16, 17, 18, 21 and 24 thereof (the “Original Prior Revenue Bonds Provisions”), among other things, for (i) the creation of the funds and accounts to properly allocate the revenues of the System and secure the payment of the principal of and interest on the Series 1992 Bonds, (ii) the application of the revenues of the System among such accounts and funds, (iii) covenants of the City regarding the operation of the System for the benefit of the holders of the Series 1992 Bonds, (iv) the issuance of bonds on a parity with the Series 1992 Bonds, (v) the equality of lien of bonds issued payable from the revenues of the System, (vi) limitations on the modification of the 1992 Resolution, (vii) the remedies of the holders of the Series 1992 Bonds, and (viii) authorizing the defeasance of the Series 1992 Bonds; and WHEREAS, in connection with the issuance of the City’s Refunding Water Revenue Bonds, Series 1996, dated January 1, 1996, which bonds are no longer outstanding, the Common Council duly adopted, on December 19, 1995, Resolution Number 95-444 (the “1995 Resolution”), which, among other things, modified the Original Prior Revenue Bonds Provisions with respect to the definition of “Minimum Debt Service Reserve Requirement” (the Original Prior Revenue Bonds Provisions as modified by the 1995 Resolution being referred to herein as the “Prior Revenue Bond Provisions”); and WHEREAS, the City has heretofore issued and has outstanding the Prior Bonds and its Water System Revenue Bonds, Series 2013E, dated December 11, 2013 (the “Series 2013E Bonds”), Water System Revenue Bonds, Series 2014E, dated November 19, 2014 (the “Series 2014E Bonds”), Water System Revenue Bonds, Series 2015E, dated September 15, 2015 (the “Series 2015E Bonds”), Water System Revenue Refunding Bonds, Series 2016F, dated July 20, 2016 (the “Series 2016F Bonds”), Water System Revenue Refunding Bonds, Series 2016G, dated October 6, 2016 (the “Series 2016G Bonds”), Water System Revenue Bonds, Series 2017C, dated July 6, 2017 (the “Series 2017C Bonds”), Water System Revenue Bonds, Series 2019D, dated July 16, 2019 (the “Series 2019D Bonds”), Water System Revenue Bonds, Series 2020D, dated July 16, 2020 (the “Series 2020D Bonds”), and Water System Revenue Bonds, Series 2021D, dated July 14, 2021 (the “Series 2021D Bonds” and, together with the Prior Bonds, the Series 2013E Bonds, the Series 2014E Bonds, the Series 2015E Bonds, the Series 2016F Bonds, the Series 2016G Bonds, the Series 2017C Bonds, the Series 2019D Bonds and the Series 2020D Bonds, the “Prior Revenue Bonds”); and WHEREAS, the Prior Revenue Bonds (i) were issued pursuant to resolutions duly adopted by the Common Council on the dates, (ii) were originally issued in the amounts, and (iii) are currently outstanding in the amounts as follows: -3- SERIES RESOLUTION NO. DATE OF ADOPTION ORIGINAL AMOUNT CURRENTLY OUTSTANDING AMOUNT The Prior Bonds 12-537(1) October 23, 2012 $ 5,430,000 $ 3,270,000 Series 2013E Bonds 13-478(2) October 22, 2013 3,785,000 2,130,000 Series 2014E Bonds 14-477(3) October 28, 2014 3,795,000 2,205,000 Series 2015E Bonds 15-401(4) August 25, 2015 6,660,000 5,120,000 Series 2016F Bonds 16-321(5) June 28, 2016 6,835,000 5,405,000 Series 2016G Bonds 16-453(6) September 13, 2016 11,690,000 6,660,000 Series 2017C Bonds 17-298(7) June 13, 2017 8,880,000 7,340,000 Series 2019D Bonds 19-354(8) June 25, 2019 8,220,000 6,960,000 Series 2020D Bonds 20-269(9) June 23, 2020 5,525,000 5,325,000 Series 2021D Bonds 21-331(10) June 22, 2021 5,605,000 5,605,000 ______________________________ (1) Such resolution providing for the issuance of the Prior Bonds being referred to herein as the “2012F Resolution”. (2) Such resolution, as supplemented by Resolution No. 13-478 adopted by the Common Council on October 22, 2013, providing for the issuance of the Series 2013E Bonds being referred to herein as the “2013E Resolution”. (3) Such resolution providing for the issuance of the Series 2014E Bonds being referred to herein as the “2014E Resolution”. (4) Such resolution providing for the issuance of the Series 2015E Bonds being referred to herein as the “2015E Resolution”. (5) Such resolution providing for the issuance of the Series 2016F Bonds being referred to herein as the “2016F Resolution”. (6) Such resolution, as supplemented by Resolution No. 16-453 adopted by the Common Council on September 13, 2016, providing for the issuance of the Series 2016G Bonds being referred to herein as the “2016G Resolution”. (7) Such resolution providing for the issuance of the Series 2017C Bonds being referred to herein as the “2017C Resolution”. (8) Such resolution providing for the issuance of the Series 2019D Bonds being referred to herein as the “2019D Resolution”. (9) Such resolution providing for the issuance of the Series 2020D Bonds being referred to herein as the “2020D Resolution”. (10) Such resolution providing for the issuance of the Series 2021D Bonds being referred to herein as the “2021D Resolution,” and, together with the 2012F Resolution, the 2013E Resolution, the 2014E Resolution, the 2015E Resolution, the 2016F Resolution, the 2016G Resolution, the 2017C Resolution the 2019D Resolution and the 2020D Resolution, the “Prior Revenue Bond Resolutions”. WHEREAS, the Prior Revenue Bond Provisions were incorporated and made a part of each of the Prior Revenue Bond Resolutions with respect to each series of the Prior Revenue Bonds issued pursuant thereto; and WHEREAS, other than the Prior Revenue Bonds, no other bonds or obligations are outstanding payable on a parity with the Prior Revenue Bonds or with a lien senior to the lien of the Prior Revenue Bonds from the revenues of the System; and WHEREAS, the Prior Revenue Bond Provisions authorize the issuance of additional bonds on parity with the Prior Revenue Bonds upon compliance with certain provisions set forth therein; and WHEREAS, it is now necessary and desirable to finance the costs of the Refunding through the issuance of additional bonds on parity with the Prior Revenue Bonds; and WHEREAS, all conditions required by the Prior Revenue Bond Provisions 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 -4- WHEREAS, for the purpose of financing the costs of the Refunding and paying the costs of issuance thereof and a deposit to the Reserve Account (as defined in the 1992 Resolution, as modified by the 1995 Resolution), it is now considered desirable to authorize and sell the Water System Revenue Refunding Bonds, Series 2021G, of the City (the “Bonds”), payable solely from revenues to be derived from the operation of the 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 the Prior Revenue Bonds, in an amount not to exceed $3,015,000; and WHEREAS, in accordance with the terms of the Refunded Bonds, the Refunded Bonds may be called for redemption in advance of their maturity, and it is necessary and desirable to make such call for the redemption of the Refunded Bonds on their earliest possible and practicable call date, and provide for the giving of proper notice to the registered owners of the Refunded Bonds; and NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh, Winnebago County, Wisconsin, as follows: Section 1. Definitions. In addition to those terms defined in the preambles hereto, the following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: “Bond Register” shall mean the books of the City kept by the Registrar to evidence the registration and transfer of the Bonds; “Current Expenses” shall mean the reasonable and necessary cost of operating, maintaining, administering and repairing the System, including water at wholesale, salaries, wages, cost of materials and supplies, insurance and audits, but shall exclude depreciation, debt service, tax equivalents, replacements and capital expenditures; “Designated Representatives” shall mean the City Manager and the Finance Director of the City. “Fiscal Year” shall mean the twelve (12) month period beginning on January l of each year and ending on December 31 of the same year; “Net Revenues” shall mean gross earnings of the System after the deduction of Current Expenses; “Original Purchaser” shall mean the purchaser of the Bonds from the City, as set out in Section 12 of this Resolution; “Parity Bonds” shall mean bonds payable from the revenues of the System, other than the Bonds and the Prior Revenue Bonds, issued on a parity and equality with the Bonds and the Prior Revenue Bonds, pursuant to the restrictive provisions of the Prior Revenue Bond Provisions; -5- “Resolution” shall mean this Resolution as adopted by the Common Council of the City; “System” shall mean the entire waterworks system of the City, including all waterworks property of every nature now or hereafter owned by the City, including all improvements and extensions thereto made by the City while any of the Bonds, the Outstanding Bonds and the Parity Bonds remain outstanding, including all real and personal property of every nature comprising part of or used or useful in connection with such waterworks system and including all appurtenances, contracts, leases, franchises and other intangibles. Section 2. Authorization, Purpose and Terms of Bonds. For the purpose of financing the costs of the Refunding, there shall be issued the Bonds of the City in an aggregate principal amount not to exceed $3,015,000. The Bonds, if issued, shall be designated “Water System Revenue Refunding Bonds, Series 2021G” with such other series designations and descriptions as shall be necessary to identify the Bonds as set forth in the Bond Notification. The Bonds may be issued in one or more series, shall be dated the date of the issuance thereof as set forth in the Bond Notification, and shall also bear the date of authentication by the bond registrar and paying agent (the same being the City Treasurer of the City, the Purchaser, or a bank or trust company authorized to do business in the State of Wisconsin as set forth in the Bond Notification) (the “Registrar”), shall be in fully registered form, shall be of $5,000 denominations each or any integral multiple thereof (but no single Bond shall represent installments of principal maturing on more than one date), or such other denominations as set forth in the Bond Notification; and shall be lettered R and numbered consecutively starting with the number one. The Bonds shall become due and payable serially or be subject to mandatory redemption (subject to option of prior redemption as hereinafter set forth) on January 1 of each of the years (not later than 2032), in the amounts (not exceeding $335,000 per year) and bearing interest at the rates per annum as set forth in the Bond Notification, provided, however, that (i) the maximum annual debt service due on the Bonds in any year may not exceed $335,000, and (ii) the true interest cost of the Bonds may not exceed 1.95%. 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 January and July of each year, commencing on the date set forth in the Bond Notification. 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 immediately 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 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 -6- 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 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. (a) 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. The City is authorized to prepare, and the Registrar shall keep custody of, multiple Bond blanks executed by the City for use in the transfer and exchange of Bonds. Upon surrender for transfer of any Bond at the principal corporate trust office of the Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar and 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 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 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, provided, however, the principal amount of outstanding Bonds of each maturity authenticated by the Registrar shall not exceed the authorized principal amount of Bonds for such maturity less previous retirements. The Registrar shall not be required to transfer or exchange any Bond during the period beginning at the close of business on the 15th day of the month next preceding any interest payment date on such Bond and ending at the opening of business on such interest payment date, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during a 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 or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his or her legal -7- 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. (b) Global Book-Entry System. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds determined as described in Section 2 hereof. Unless otherwise requested by any Purchaser, upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of Cede & Co., or any successor thereto (“Cede”), as nominee of The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). All of the outstanding Bonds shall be registered in the Bond Register in the name of Cede, as nominee of DTC, except as hereinafter provided. The Mayor, the City Manager, the Treasurer, the Director of Finance and any other business official of the City and the Registrar are each authorized to execute and deliver, on behalf of the City, such letters to or agreements with DTC as shall be necessary to effectuate such book- entry system (any such letter or agreement being referred to herein as the “Representation Letter”), which Representation Letter may provide for the payment of principal of or interest on the Bonds by wire transfer. With respect to Bonds registered in the Bond Register in the name of Cede, as nominee of DTC, the City and the Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a “DTC Participant”) or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any amount with respect to the principal of or interest on the Bonds. The City and the Registrar may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective registered owners of the Bonds, as shown in the Bond Register, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to payment of the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of a Bond as shown in the Bond Register, shall receive a Bond evidencing the obligation of the City to make payments of principal and interest with respect to any Bond. Upon delivery by DTC to the Registrar of -8- written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions in Section 3 hereof with respect to the payment of interest to the registered owners of Bonds at the close of business on the 15th day of the month next preceding the applicable interest payment date, the name “Cede” in this resolution shall refer to such new nominee of DTC. In the event that (i) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (ii) the agreement among the City, the Registrar and DTC evidenced by the Representation Letter shall be terminated for any reason or (iii) the City determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify DTC and DTC Participants of the availability through DTC of certificated Bonds and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede, as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with such other depository operating a universal book-entry system, as may be acceptable to the City, or such depository’s agent or designee, and if the City does not select such alternate universal book-entry system, then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of Section 5(a) hereof. Notwithstanding any other provisions of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the name provided in the Representation Letter. Section 6. Redemption. (a) Optional Redemption. All or a portion of the Bonds of any series, if any, due on and after the date, if any, specified in the Bond Notification shall be subject to redemption prior to maturity at the option of the City from any available funds, as a whole or in part, and if in part in integral multiples of $5,000 in any order of their maturity as determined by the City (less than all of the Bonds of a single maturity to be selected by the Registrar), on the date specified in the Bond Notification, if any, and on any date thereafter, at the redemption price of par plus accrued interest to the date fixed for redemption. (b) Mandatory Redemption. The Bonds maturing on the date or dates, if any, indicated in the Bond Notification for any series of the Bonds are subject to mandatory redemption, in integral multiples of $5,000 selected by lot by the Registrar, at a redemption price of par plus accrued interest to the redemption date for the Bonds, on January 1 of the years, if any, and in the principal amounts, if any, as indicated in such Bond Notification. The principal amounts of Bonds to be mandatorily redeemed in each year may be reduced through the earlier optional redemption thereof, with any partial optional redemptions of such Bonds credited against future mandatory redemption requirements in such order of the mandatory redemption dates as the City may determine. In addition, on or prior to the 60th day preceding any mandatory redemption date, the Registrar may, and if directed by the Board shall, purchase Bonds required to be retired on such mandatory redemption date. Any such Bonds so purchased -9- shall be cancelled and the principal amount thereof shall be credited against the mandatory redemption required on such next mandatory redemption date. (c) General. The Bonds shall be redeemed only in the principal amount of $5,000 and integral multiples thereof. The City shall, at least forty-five (45) days prior to any optional redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the principal amount and maturity or maturities 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 lot by the Registrar from the Bonds of such maturity by such method of lottery as the Registrar shall deem fair and appropriate; provided that such lottery shall provide for the selection for redemption of Bonds or portions thereof so that any $5,000 Bond or $5,000 portion of a Bond shall be as likely to be called for redemption as any other such $5,000 Bond or $5,000 portion. The Registrar shall make such selection upon the earlier of the irrevocable deposit of funds with an escrow agent sufficient to pay the redemption price of the Bonds to be redeemed or the time of the giving of official notice of redemption. 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 principal amount thereof to be redeemed. Section 7. Redemption Procedure. Unless waived by any holder of Bonds 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 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 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. -10- Unless moneys sufficient to pay the redemption price of the Bonds to be redeemed at the option of the City 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 shall have been given, that such moneys were not so received and that such Bonds will not be redeemed. Otherwise, prior to any redemption date, 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. Subject to the provisions for a conditional redemption described above, notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, 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 redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered holder a new Bond or Bonds of the same maturity in the amount of the unpaid principal. If any Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate borne by the Bond or portion of Bond so called for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. Section 8. Payable Solely from Net Revenues. The Bonds, the Prior Revenue Bonds and any Parity Bonds, together with premium (if any) and interest thereon, shall be payable only out of the Water Utility Special Redemption Fund as hereinafter provided, and shall be a valid claim of the owners thereof only against the Water Utility Special Redemption Fund and from the net revenues pledged to such fund, and on a parity with the Prior Revenue Bonds; and sufficient revenues are hereby pledged to the 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 Prior Revenue 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, including any reordering or other modifications required if the Bonds are printed on a single side: -11- [FORM OF BOND] UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH WATER SYSTEM REVENUE REFUNDING BOND, SERIES 2021G NO.______ $____________ RATE OF INTEREST MATURITY DATE DATED DATE CUSIP NUMBER _____% January 1, 20__ __________, 2021 REGISTERED OWNER: CEDE & CO. 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, 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 January 1 and July 1 of each year, commencing on January 1, 20__, 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 ___________________, 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. -12- This Bond is one of an authorized issue of Water System Revenue Refunding Bonds, Series 2021G, of like date, aggregating the principal amount of $______________ (the “Bonds”) and issued to pay the cost of refunding bonds of the City issued for the purpose of financing additions to, extensions of and improvements to the waterworks 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 a resolution adopted by the Common Council of the City (the “Common Council”) on September 28, 2021 (as supplemented by a notification of sale, the “Bond Resolution”), and is payable, together with the Prior Revenue Bonds (as defined in the Bond Resolution), only from the net income and revenues to be derived from the operation of said waterworks system of the City, which net income and revenues have been set aside as a special fund for that purpose and identified as the “Water Utility Special Redemption Fund.” This Bond is issued pursuant to resolutions adopted by the Common Council on April 16, 1992 and December 19, 1995, the Bond Resolution, and the Prior Revenue Bond Resolutions (as defined in the Bond Resolution), 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. [Optional and Mandatory Redemption provisions to be inserted, as applicable.] 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 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, -13- 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. 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 net income and revenues to be received by the City from the operation of the waterworks 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 Common 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 Water System Revenue Refunding Bonds, Series 2021G, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: ______________________, 2021 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: -14- 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 1992 Resolution and the 1995 Resolution. The Bonds shall be issued in compliance with and under authority of the provisions of the 1992 Resolution, the 1995 Resolution and the Prior Bond Resolutions, so as to be on a parity with the Prior Revenue Bonds. All of the Prior Bond Provisions, specifically Sections 12, 13, 14, 15, 16, 17, 18, 21 and 24 of the 1992 Resolution and Section 10 of the 1995 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. -15- It is hereby determined that the present and future requirements of all funds and accounts under the 1992 Resolution shall be determined from time to time by the Common Council of the City in accordance with prudent public utility management practices and further provided, that money in the Water Utility Revenue Fund shall be deposited in the Water Utility Special Redemption Fund 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, the Prior Revenue Bonds and the Parity Bonds. It is the express intent and determination of this Common Council that the amount of money to be deposited in the Water Utility Special Redemption Fund shall in any event be sufficient to pay the interest on the Bonds, the Prior Revenue 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 System having a priority over the Bonds, but may issue Parity Bonds on the terms and conditions set out in Section 16 of the 1992 Resolution. Section 12. Sale of Bonds. The Designated Representatives are hereby authorized to proceed not later than the 28th day of March, 2022, without any further authorization or direction from the Council, to sell the Bonds upon the terms prescribed in this Resolution. The Bonds hereby authorized shall be executed as in this Resolution provided as soon after the delivery of the Bond Notification as may be, and thereupon be deposited with the City Treasurer, and, after authentication thereof by the Bond Registrar, be by said City Treasurer delivered to the purchaser or purchasers thereof (each, a “Purchaser”) upon receipt of the purchase price therefor, the same being not less than 98.75% of the principal amount of the Bonds (exclusive of original issue discount) on a series by series basis. The Purchaser or Purchasers for the Bonds shall be the best bidder for the Bonds at a competitive sale conducted by Ehlers & Associates, Inc. Prior to the sale of the Bonds, the Mayor, City Manager, City Treasurer or any other business official of the City is hereby authorized to approve and execute a commitment for the purchase of a Municipal Bond Insurance Policy (as hereinafter defined), to further secure the Bonds, as long as the present value of the fee to be paid for the Municipal Bond Insurance Policy (using as a discount rate the expected yield on the Bonds treating the fee paid as interest on the Bonds) is less than the present value of the interest reasonably expected to be saved on the Bonds over the term of the Bonds as a result of the Municipal Bond Insurance Policy. Upon the sale of the Bonds, the Designated Representatives shall prepare a Notification of Sale, which shall include the pertinent details of sale as provided herein (the “Bond Notification”). In the Bond Notification, the Designated Representatives shall find and determine that the Bonds have been sold at such price and shall have the terms as set forth therein. The Bond Notification shall be entered into the records of the City and made available to the Board at the next regular meeting thereof; but such action shall be for information purposes only, and the Board shall have -16- no right or authority at such time to approve or reject such sale as evidenced in the Bond Notification. Upon the sale of the Bonds, as evidenced by the execution and delivery of the Bond Notification by the Designated Representatives, the Mayor, City Clerk, City Manager, City Treasurer and any other officer of the City, as shall be appropriate, shall be and are hereby authorized and directed to approve or execute, or both, such documents of sale of the Bonds as may be necessary, including, without limitation, the contract for the sale of the Bonds between the City and the Purchaser (the “Purchase Contract”), which may be evidenced by an executed bid form, term sheet or other document requested by a Purchaser. The use by the Purchaser of any Preliminary Official Statement and any final Official Statement relating to the Bonds (the “Official Statement”) is hereby ratified, approved and authorized; the execution and delivery of the Official Statement is hereby authorized; and the officers of the Board are hereby authorized to take any action as may be required on the part of the City to consummate the transactions contemplated by the Purchase Contract, this Resolution, said Preliminary Official Statement, the Official Statement and the Bonds. The City is authorized to advertise for the sale of the Bonds in any newspaper as the City shall determine. Section 13. Disposition of Bond Proceeds; Escrow Agreement; 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 shall be deposited in the Interest and Principal Account of the Water Utility Special Redemption Fund. (b) The principal proceeds from the sale of the Bonds and proceeds of the Refunded Bonds, if any, in an amount sufficient to redeem the Refunded Bonds shall be deposited in a special fund, and used solely for the purpose of refunding a portion of the Refunded Bonds and a portion of the Refunded Bonds. (c) The balance of the principal proceeds of the Bonds shall be deposited in a special fund for the purpose of paying the costs of issuance of the Bonds. The City Manager of the City is hereby authorized and directed, to the extent necessary to effectuate the transactions contemplated hereby, to execute, and the City Clerk of the City is hereby authorized and directed to attest and to affix the official seal of the City to, and the City Manager, City Treasurer or the City Clerk are hereby authorized and directed to deliver, the Escrow Agreement in substantially the same form as presented to the Council, with such changes therein as shall be approved by the parties executing the Escrow Agreement, said execution of the Escrow Agreement to constitute conclusive evidence of his approval of any and all such changes. 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 -17- 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(a) 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 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 -18- 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 Prior Revenue Bonds and any Parity Bonds, shall be secured equally by a pledge of the Water Utility Special Redemption Fund and the Net Revenues allocated to the 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 18 of the 1992 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, -19- except for recomputation as provided in Section 10 of the 1995 Resolution and each of the Prior Revenue Bond Resolutions. 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 or their rights against the City, the Common Council 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 System in the event of a default in the payment of principal or interest. Section 17. 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 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. Municipal Bond Insurance. In the event the payment of principal and interest on the Bonds is insured pursuant to a municipal bond insurance policy (the “Municipal Bond Insurance Policy”) issued by a bond insurer (the “Bond Insurer”), and as long as such Municipal Bond Insurance Policy shall be in full force and effect, the City and the Registrar agree to comply with such usual and reasonable provisions regarding presentment and payment of the Bonds, subrogation of the rights of the Bondholders to the Bond Insurer upon payment of the Bonds by the Bond Insurer, amendment hereof, or other terms, as approved by the City Manager and the Director of Finance or the Mayor on advice of counsel, his or her approval to constitute full and complete acceptance by the City of such terms and provisions under authority of this Section. Section 19. Record-Keeping Policy and Post-Issuance Compliance Matters. On June 8, 2021, the Board adopted a record-keeping policy (the “Policy”) in order to maintain sufficient records to demonstrate compliance with its covenants and expectations to ensure the appropriate federal tax status for the debt obligations of the City, the interest on which is excludable from “gross income” for federal income tax purposes or which enable the City or the holder to receive federal tax benefits, including, but not limited to, qualified tax credit bonds and other specified tax credit bonds. The Council and the City hereby reaffirm the Policy. -20- Section 20. Other Documents. The City Manager, the City Clerk and the City Treasurer/Finance Director of the City 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 and to effectuate the Refunding. 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 21. 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 22. 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 September 28, 2021 Approved September 28, 2021 Recorded September 28, 2021 /s/ Mayor /s/ City Clerk