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HomeMy WebLinkAbout25. 22-244 $8,780,000 AGGREGATE PRINCIPAL AMOUNT OF STORM WATER UTILITY REVENUE BONDS, SERIES 2022C, OF THE CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, IN SUCH AMOUNT PROVIDING DETAILS, PRESCRIBING THE FORM OF BOND, AWARDING THE BONDS TO THE BEST BIDDER, AND PROVIDING FOR THE PAYMENT OF SAID BONDS AND COVENANTS WITH RESPECT THERETO INITIATED BY: FINANCE DEPARTMENT WHEREAS, the City of Oshkosh, Winnebago County, Wisconsin (the “City”) owns and operates a storm water utility system (the “System”); and WHEREAS, it has been determined previously that the City shall construct, extend, add to and improve the System, including, without limitation, storm sewer replacements and upgrades, the acquisition and construction of detention basins and outfall upgrades and related improvements; and WHEREAS, it has been determined previously that additions and improvements to the System were necessary and in the best interest of the City; and WHEREAS, under the provisions of Chapter 66 of the Wisconsin Statutes, as supplemented and amended, 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 income and revenues derived from the operation of said utility; and WHEREAS, in connection with the issuance of the City’s Storm Water Utility Revenue Bonds, Series 2005-C (the “Series 2005-C Bonds”), which bonds are no longer outstanding, the Common Council of the City (the “Common Council”) duly adopted, on April 12, 2005, Resolution Number 05-100 (the “2005 Resolution”), authorizing the issuance of the Series 2005- C Bonds and providing, pursuant to Sections 12, 13, 14, 15, 16, 17, 20 and 23 thereof (the “Prior Revenue Bonds Provisions”), among other things, for (i) the creation of the funds and accounts to REVISED JUNE 14, 2022 22-244 RESOLUTION (CARRIED___7-0_____LOST________LAID OVER________WITHDRAWN________) PURPOSE: RESOLUTION DETERMINING TO ISSUE NOT TO EXCEED -2- properly allocate the Revenues (as defined herein) of the System and secure the payment of the principal of and interest on the Series 2005-C Bonds, (ii) the application of the Revenues 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 2005-C Bonds, (iv) the issuance of bonds on a parity with the Series 2005-C Bonds, (v) the equality of lien of bonds issued payable from the Revenues, (vi) limitations on the modification of the 2005 Resolution, (vii) the remedies of the holders of the Series 2005-C Bonds, and (viii) authorizing the defeasance of the Series 2005-C Bonds; and WHEREAS, the City has heretofore issued and has outstanding its Storm Water Utility Revenue Bonds, Series 2012D, dated November 1, 2012 (the “Series 2012D Bonds”), Storm Water Utility Revenue Bonds, Series 2013A, dated June 27, 2013 (the “Series 2013A Bonds”), Storm Water Utility Revenue Bonds, Series 2014A, dated July 15, 2014 (the “Series 2014A Bonds”), Storm Water Utility Revenue Bonds, Series 2015C, dated September 2, 2015 (the “Series 2015C Bonds”), Storm Water Utility Revenue Bonds, Series 2016E, dated July 20, 2016 (the “Series 2016E Bonds”), Storm Water Utility Revenue Refunding Bonds, Series 2016I, dated October 19, 2016 (the “Series 2016I Bonds”), Storm Water Utility Revenue Bonds, Series 2017E, dated July 20, 2017 (the “Series 2017E Bonds”), Storm Water Utility Revenue Bonds, Series 2018C, dated June 28, 2018 (the “Series 2018C Bonds”), Storm Water Utility Revenue Bonds, Series 2019C, dated June 27, 2019 (the “Series 2019C Bonds”), Storm Water Utility Revenue Bonds, Series 2020C, dated July 1, 2020 (the “Series 2020C Bonds”), and Storm Water Utility Revenue Bonds, Series 2021C, dated June 30, 2021 (the “Series 2021C Bonds” and, together with the Series 2012D Bonds, the Series 2013A Bonds, the Series 2014A Bonds, the Series 2015C Bonds, the Series 2016E Bonds, the Series 2016I Bonds, the Series 2017E Bonds, the Series 2018C Bonds, the Series 2019C Bonds and the Series 2020C 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 set follows: -3- SERIES RESOLUTION NO. DATE OF ADOPTION ORIGINAL AMOUNT CURRENTLY OUTSTANDING AMOUNT Series 2012D Bonds 12-535(1) October 23, 2012 $6,810,000 $3,885,000 Series 2013A Bonds 13-290(2) June 11, 2013 15,220,000 9,710,000 Series 2014A Bonds 14-277(3) June 24, 2014 8,300,000 5,680,000 Series 2015C Bonds 15-376(4) August 11, 2015 13,115,000 8,660,000 Series 2016E Bonds 16-320(5) June 28, 2016 5,175,000 3,905,000 Series 2016I Bonds 16-465(6) September 27, 2016 15,295,000 9,955,000 Series 2017E Bonds 17-329(7) June 27, 2017 9,720,000 8,075,000 Series 2018C Bonds 18-321(8) June 12, 2018 10,060,000 8,810,000 Series 2019C Bonds 19-326(9) June 11, 2019 8,060,000 7,345,000 Series 2020C Bonds 20-232(10) June 9, 2020 4,770,000 4,470,000 Series 2021C Bonds 21-307(11) June 8, 2021 7,160,000 6,965,000 ______________________________ (1) Such resolution providing for the issuance of the Series 2012D Bonds being referred to herein as the “2012D Resolution”. (2) Such resolution providing for the issuance of the Series 2013A Bonds being referred to herein as the “2013A Resolution”. (3) Such resolution providing for the issuance of the Series 2014A Bonds being referred to herein as the “2014A Resolution”. (4) Such resolution providing for the issuance of the Series 2015C Bonds being referred to herein as the “2015C Resolution”. (5) Such resolution providing for the issuance of the Series 2016E Bonds being referred to herein as the “2016E Resolution”. (6) Such resolution providing for the issuance of the Series 2016I Bonds being referred to herein as the “2016I Resolution”. (7) Such resolution providing for the issuance of the Series 2017E Bonds being referred to herein as the “2017E Resolution”. (8) Such resolution providing for the issuance of the Series 2018C Bonds being referred to herein as the “2018C Resolution”. (9) Such resolution providing for the issuance of the Series 2019C Bonds being referred to herein as the “2019C Resolution”. (10) Such resolution providing for the issuance of the Series 2020C Bonds being referred to herein as the “2020C Resolution” (11) Such resolution providing for the issuance of the Series 2021C Bonds being referred to herein as the “2021C Resolution” and, together with the 2012D Resolution, the 2013A Resolution, the 2014A Resolution, the 2015C Resolution, the 2016R Resolution, the 2016I Resolution, the 2017E Resolution, the 2018C Resolution, the 2019C Resolution and the 2020C 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, 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, other than the Prior Revenue Bonds, no other bonds or obligations are outstanding payable on a parity or with a senior lien from the revenues of the System; and -4- WHEREAS, it is now necessary and desirable to finance the construction of additions, extensions and improvements to the System (the “Project”); and WHEREAS, it is now necessary to issue additional bonds on a 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 WHEREAS, for the purpose of financing the costs of the Project and paying the costs of issuance thereof and a deposit to the Reserve Account (as defined in the 2005 Resolution), it is now considered desirable to authorize and sell the Storm Water Utility Revenue Bonds, Series 2022C, 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; and WHEREAS, the sale of said Bonds was previously duly advertised in The Bond Buyer; and WHEREAS, pursuant to said advertisement aforesaid, sealed bids were received for the purchase of the Bonds until 11:00 A.M., C.T., on June 14, 2022, and are as follows: NAME OF BIDDER TRUE INTEREST COST Robert W. Baird & Co. 4.0809%* Hilltop Securities 4.1659% Huntington Securities, Inc. 4.2240% The Baker Group 4.2359% ; and WHEREAS, the bid of Robert W. Baird & Co. Incorporated, Milwaukee, Wisconsin (the “Purchaser”). at a price of $8,664,856.71, plus accrued interest to the date of delivery, if any (the “Purchase Price”), was the best bid submitted, which bid is set forth in Exhibit A hereto: 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: * True interest cost of 4.0948% after resizing. -5- “Bond Register” shall mean the books of the City kept by the Registrar to evidence the registration and transfer of the Bonds; “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 the Revenues after deduction of Operation and Maintenance Expenses; “Operation and Maintenance Expenses” shall mean salaries, wages, cost of material and supplies, including routine repairs and renewals, management fees paid to third parties, insurance and such other reasonable current expenses as shall be determined in accordance with generally accepted accounting principles, but excluding the costs of depreciable capital equipment, capital improvements, depreciation, debt service, debt service reserves (including repayments with respect thereto), special assessments or payments of or in lieu of property taxes; “Original Purchaser” shall mean the purchaser of the Bonds from the City, as set out in Section 12 of this Resolution; “Parity Bonds” shall mean bonds payable from the Net Revenues of the Utility, 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 Section 15 of the 2005 Resolution; “Registrar” shall mean U.S. Bank, National Association, or a successor designated as Registrar under this Resolution. “Resolution” shall mean this Resolution as adopted by the Common Council of the City; “Revenues” shall mean all rates, fees, charges and other income, including interest income, received by the Utility from all sources (other than investment income from the Construction Fund), but expressly excluding income from the sale of property of the Utility (except as otherwise provided herein), collections of insurance awards or condemnation proceeds, special assessments and other contributions in aid of construction, if any; “Statute” means Section 66.0621 of the Wisconsin Statutes, as supplemented and amended; “System” shall mean the storm water facilities of the City, except as otherwise herein provided, including all real and personal property of every nature now or hereafter owned by the City and designated by the City as being for storm water purposes, including all improvements thereto and extensions thereof, located within or outside of the City, while any of the Bonds remain outstanding, including all appurtenances, contracts, leases, franchises and other intangibles; and -6- Section 2. Authorization, Purpose and Terms of Bonds. For the purpose of financing the costs of the Project and the costs of issuance thereof, there shall be issued the Bonds of the City in the aggregate principal amount of $8,405,000. The Bonds shall be designated “Storm Water Utility Revenue Bonds, Series 2022C”; as originally issued shall be dated the date of issuance thereof, and shall also bear the date of their authentication by the Registrar; shall be of $5,000 denomination each or any integral multiple thereof (but no single Bond shall represent installments of principal maturing on more than one date); and shall be lettered R and numbered consecutively starting with the number one. The Bonds shall mature on May 1 of each of the years and in the principal amounts, and shall bear interest at rates per annum, as follows: YEAR PRINCIPAL AMOUNT INTEREST RATE YEAR PRINCIPAL AMOUNT INTEREST RATE 2023 $140,000 5.000% 2033 $430,000 4.000% 2024 275,000 5.000% 2034 450,000 4.000% 2025 285,000 5.000% 2036 960,000 4.000% 2026 300,000 5.000% 2037 510,000 4.000% 2027 315,000 5.000% 2038 530,000 4.125% 2028 335,000 5.000% 2039 555,000 4.250% 2029 350,000 5.000% 2040 575,000 4.250% 2030 370,000 5.000% 2041 605,000 4.250% 2031 385,000 5.000% 2042 630,000 4.375% 2032 405,000 5.000% It is hereby found and declared that the above schedule of maturities of the Bonds is conducive to the lowest net interest cost to the City and prudent municipal utility management. Section 3. Interest; Payment Provisions. The Bonds shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, at the rates set out above, such interest (computed upon the basis of a 360-day year consisting of twelve 30-day months) being payable on the first days of May and November of each year, commencing on May 1, 2023. Interest on each Bond shall be paid by check or draft of the Registrar to the person in whose name such Bond is registered at the close of business on the fifteenth day of the calendar month next preceding the applicable interest payment date. The principal of each Bond shall be payable in lawful money of the United States of America upon presentation and surrender of such Bond at the designated office of the Registrar. Section 4. Execution; Authentication. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the City Manager of the City and with the manual or facsimile signature of the City Clerk of the City, and sealed with the official seal of the City or a printed facsimile of such seal. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. -7- All Bonds shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Registrar as authenticating agent of the City and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until such certificate of authentication shall have been duly executed by the Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Resolution. The certificate of authentication on any Bond shall be deemed to have been executed by the Registrar if signed by the Registrar or an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued under this Resolution. Section 5. Registration of Bonds; Persons Treated as Owners. (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 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. -8- 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 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 -9- 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. Prior Redemption. Bonds maturing on or after May 1, 2033, shall be subject to redemption prior to maturity at the option of the City as a whole, or in part in such order of maturity as the City may determine (less than all of the Bonds of a single maturity to be selected by the Registrar as hereinafter provided), on May 1, 2032, and on any date thereafter, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption. The Bonds maturing on May 1, 2036 shall be subject to mandatory sinking fund redemption, in integral multiples of $5,000 selected by the Registrar, at a redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption, on May 1 of the following years and in the following amounts: REDEMPTION DATE MAY 1 PRINCIPAL AMOUNT OF REDEMPTION 2035 $470,000 2036* 490,000 ______________________________ * Maturity 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 -10- any mandatory redemption date, the Registrar may, and if directed by the Common Council shall, purchase Bonds required to be retired on such mandatory redemption date. Any such Bonds so purchased shall be cancelled and the principal amount thereof shall be credited against the mandatory redemption required on such next mandatory redemption date. 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 series and maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Registrar from the Bonds of such series and 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. -11- 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 Net Revenues deposited into the Storm Water Utility Special Redemption Fund as hereinafter provided, and shall be a valid claim of the owners thereof only against the Storm Water Utility Special Redemption Fund and from the Net Revenues pledged to the Storm Water Utility Special Redemption Fund, and on a parity with the Prior Revenue Bonds and any Parity Bonds; and sufficient Net Revenues are hereby pledged to the Storm Water Utility Special Redemption Fund, and shall be used for no purpose other than to pay the principal of, premium (if any) and interest on the Bonds, the 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: -12- [FORM OF BOND] [STATEMENT OF INSURANCE] UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH STORM WATER UTILITY REVENUE BOND, SERIES 2022C NO.______ $____________ RATE OF INTEREST MATURITY DATE DATED DATE CUSIP NUMBER _____% May 1, _____ July 7, 2022 ___________ 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 May 1 and November 1 of each year, commencing on May 1, 2023, until said Principal Amount is paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be and become applicable hereto. The principal of this Bond is payable in lawful money of the United States of America only upon presentation and surrender of this Bond at the designated office of U.S. Bank, National Association, as registrar and paying agent, or any successor thereto (the “Registrar”). Payment of each installment of interest shall be made to the Registered Owner hereof who shall appear on the registration books of the City maintained by the Registrar at the close of business on the fifteenth day of the calendar month next preceding the applicable interest payment date, and shall -13- be paid by check or draft of the Registrar mailed to such Registered Owner at his address as it appears on such registration books or at such other address as may be furnished in writing by such Registered Owner to the Registrar. Reference is hereby made to the further provisions of this Bond set forth on the reverse side hereof, and such further provisions shall for all purposes have the same effect as if set forth on the front side of this Bond. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist, happen and be performed precedent to and in the issuance of this Bond have been done, have existed, have happened and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Wisconsin, and that sufficient of the income and revenues to be received by the City from the operation of the storm water utility system owned and operated by the City has been pledged to and will be set aside into a special fund for the payment of the principal of and interest on this Bond. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF the City of Oshkosh, Winnebago County, Wisconsin, by its 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 Storm Water Utility Revenue Bonds, Series 2022C, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: ____________, 20__ -14- U.S. BANK NATIONAL ASSOCIATION By ____________________________________ Authorized Signatory [Form of Bond - Reverse Side] This Bond is one of an authorized issue of Storm Water Utility Revenue Bonds, Series 2022C, of like date, aggregating the principal amount of $8,405,000 (the “Bonds”) and issued to pay the cost of constructing improvements, additions and extensions to the storm water utility system of the City, pursuant to Article XI, Section 3 of the Wisconsin Constitution and Section 66.0621, Wisconsin Statutes, as supplemented and amended, and is payable, together with certain outstanding Storm Water Utility Revenue Bonds, Series 2012D, certain outstanding Storm Water Utility Revenue Bonds, Series 2013A, certain outstanding Storm Water Utility Revenue Bonds, Series 2014A, certain outstanding Storm Water Utility Revenue Bonds, Series 2015C, certain outstanding Storm Water Utility Revenue Bonds, Series 2016E, certain outstanding Storm Water Utility Revenue Refunding Bonds, Series 2016I, certain outstanding Storm Water Utility Revenue Bonds, Series 2017E, certain outstanding Storm Water Utility Revenue Bonds, Series 2018C, certain outstanding Storm Water Utility Revenue Bonds, Series 2019C, certain outstanding Storm Water Utility Revenue Bonds, Series 2020C and certain outstanding Storm Water Utility Revenue Bonds, Series 2021C (collectively, the “Prior Revenue Bonds”), only from the net income and revenues to be derived from the operation of the storm water utility system of the City, which income and revenues have been set aside as a special fund for that purpose and identified as the “Storm Water Utility Special Redemption Fund.” This Bond is issued pursuant to a resolution adopted on April 12, 2005, a resolution adopted by the Common Council of the City on June 14, 2022 (the “Bond Resolution”) and the Prior 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. Bonds of the issue of which this Bond is one maturing on and after May 1, 2033, are subject to redemption prior to maturity at the option of the City as a whole, or in part in such order of maturity as the City shall specify (in integral multiples of $5,000, less than all the Bonds of a single maturity to be selected by the Registrar in such manner as it shall deem fair and appropriate) on May 1, 2032, and on any date thereafter, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption. The Bonds maturing on May 1, 2036 shall be subject to mandatory sinking fund redemption, in integral multiples of $5,000 selected by the Registrar, at a redemption price of -15- 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption, on May 1 of the following years and in the following amounts: REDEMPTION DATE MAY 1 PRINCIPAL AMOUNT OF REDEMPTION 2035 $470,000 2036* 490,000 ______________________________ * Maturity Notice of any intended redemption shall be sent by first class mail, postage prepaid, not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed (in whole or in part) at the address shown on the registration books of the City maintained by the Registrar or at such other address as is furnished in writing by such registered owner to the Registrar. Such notice of optional redemption may be conditional as provided in the authorizing resolution. When so called for redemption, this Bond, or the portion thereof being so called for redemption, will cease to bear interest on the specified redemption date, provided funds for redemption are on deposit at the place of payment at that time, and shall not be deemed to be outstanding. This Bond is transferable by the Registered Owner hereof in person or by his or her attorney duly authorized in writing at the designated office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing resolution, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denominations of the same maturity and interest rate and for the same aggregate principal amount will be issued to the transferee in exchange for this Bond. The Bonds are issuable in fully registered form in the denomination of $5,000 each or integral multiples thereof. This Bond may be exchanged at the designated office of the Registrar for a like aggregate principal amount of Bonds of the same maturity and interest rate of other authorized denominations, upon the terms set forth in the authorizing resolution. The City and the Registrar may deem and treat the Registered Owner as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof, premium, if any, hereon and interest due hereon and for all other purposes and neither the City nor the Registrar shall be affected by any notice to the contrary. * * * The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common UNIF GIFT/TRANS MIN ACT- __________Custodian _________ (Cust) (Minor) -16- TEN ENT- as tenants by the entirety under Uniform Gifts/Trans to Minors JT TEN- as joint tenants with right of survivorship and not as tenants in common Act__________________________ (State) Additional abbreviations may also be used though not listed above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________________ _____________ _________________________________________________________________ _____________ (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint _______________________ ______________________________________________________________________________ its successor as Registrar to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: _________________________ _________________________ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: _________________________ NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other “signature guaranty program” as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. * * * Section 10. Application of Certain Provisions of the 2005 Resolution. The Bonds shall be issued in compliance with and under authority of the provisions of the 2005 Resolution, so as to be on a parity with the Prior Revenue Bonds. All of the provisions of Sections 12, 13, 14, 15, 16, 17, 20 and 23 of the 2005 Resolution shall be applicable to the Bonds as if said provisions were -17- set out in full in this Resolution, and such provisions shall continue to be so applicable until all of the Bonds shall have been retired both as to principal and interest. It is hereby determined that the present and future requirements of all funds and accounts under the 2005 Resolution shall be determined from time to time by the Common Council of the City in accordance with prudent public utility management practices and further provided, that money in the Storm Water Utility Revenue Fund (as defined in the 2005 Resolution) shall be deposited in the Storm Water Utility Special Redemption Fund (as defined in the 2005 Resolution) in amounts at all times sufficient to provide for the payment when due of the principal of, premium (if any) and interest on the Bonds and the Prior Revenue Bonds. It is the express intent and determination of this Common Council that the amount of money to be deposited in the Storm Water Utility Special Redemption Fund shall in any event be sufficient to pay the interest on the Bonds, the 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 15 of the 2005 Resolution. Section 12. Sale of Bonds. The sale of the Bonds to the Purchaser for the Purchase Price is hereby confirmed, the same being the best bid submitted for the Bonds. The Director of Finance/City Treasurer of the City is hereby authorized to deliver the Bonds to said purchasers (or their designees) upon payment of the purchase price. Upon the sale of the Bonds, 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. Section 13. Disposition of Bond Proceeds; No Arbitrage; Bonds to Remain in Registered Form; Reimbursement. The proceeds from the sale of the Bonds along with lawfully available funds from prior debt service reserve accounts shall be disbursed as follows and not otherwise: (a) Accrued interest on the Bonds, if any, shall be deposited into the Interest and Principal Account of the Storm Water Utility Special Redemption Fund. -18- (b) Into the Reserve Account, an amount equal to the amount necessary to cause the balance on deposit therein to equal the Debt Service Reserve Requirement, if any. (c) The balance of the principal proceeds of the Bonds shall be deposited in a special fund, and used solely for the purpose of financing the costs of the Project and paying the costs of issuance of the Bonds. The City Manager, the City Clerk, the Director of Finance/City Treasurer of the City, or any of them, are hereby authorized to execute on behalf of the City a Tax Exemption Certificate and Agreement (the “Tax Exemption Certificate”) to assure the purchasers and owners of the Bonds that the proceeds of the Bonds are not expected to be used in a manner which would or might result in the Bonds being “reimbursement bonds” issued in contravention of Section 1.103- 18 of the United States Treasury Department Regulations (the “Regulations”) or “arbitrage bonds” under Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), or the Regulations currently in effect or proposed. Such Tax Exemption Certificate shall constitute a representation, certification and covenant of the City, and shall be incorporated herein by reference, and no investment of Bond proceeds or of moneys accumulated to pay the Bonds herein authorized shall be made in violation of the expectations prescribed by said Tax Exemption Certificate. Such Tax Exemption Certificate shall constitute an agreement of the City to follow certain covenants which may require the City to take certain actions (including the payment of certain amounts to the United States of America) or which may prohibit certain actions (including the establishment of certain funds) under certain conditions as specified in such Tax Exemption Certificate. The City further recognizes that Section 149(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 City 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 -19- (e) to furnish the City at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to the interest on the Bonds. The City Clerk of the City is hereby directed to file a certified copy of this Resolution with the Registrar. The City covenants that it shall at all times retain a Registrar with respect to the Bonds, that it will maintain at the designated office of such Registrar a place or places where Bonds may be presented for payment or registration of transfer or exchange, and that it shall require that the Registrar properly maintain the Bond Register and perform the other duties and obligations imposed upon it by this Resolution in a manner consistent with the standards, customs and practices of the municipal securities industry. The Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing the certificate of authentication on any Bond, and by such execution the Registrar, shall be deemed to have certified to the City that it has all requisite power to accept and has accepted such duties and obligations. The Registrar is the agent of the City, and shall not be liable in connection with the performance of its duties, except for its own negligence or willful wrongdoing. The Registrar shall, however, be responsible for any representation in its certificate of authentication on the Bonds. Any corporation or association into which the Registrar may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, merger or consolidation to which it is a party, shall be and become successor Registrar hereunder, and vested with all the duties, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Any such successor Registrar shall give notice thereof to the City and the registered owners of the Bonds. The Registrar may be removed at any time by the City by an instrument in writing delivered to the Registrar. In case the Registrar shall be removed, or shall be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the City by an instrument in writing, a copy of which shall be delivered to the retiring Registrar, the successor Registrar and the registered owners of the Bonds. The City shall mail notice of any such appointment made by it to each registered owner of any Bond within twenty (20) days after such appointment. Any Registrar appointed under the provisions of this Section 14 shall be a City officer or a bank or trust company with offices in the United States of America. Section 15. Equality of Lien. All of the Bonds, regardless of the installment of which they are a part and regardless of the dates of their issuance or delivery, together with the Prior -20- Revenue Bonds and any Additional Bonds, shall be secured equally by a pledge of the Storm Water Utility Special Redemption Fund and the Net Revenues allocated to the Storm Water Utility Special Redemption Fund. Section 16. Resolution a Contract; Remedies of Owners of Bonds. The provisions of this Resolution shall constitute a contract between the City and the owner or owners of the Bonds and after the issuance of any of the Bonds, except as provided in Section 17 of the 2005 Resolution, providing for modification, no change or alteration of any kind in the provisions of this Resolution may be made until all of the Bonds shall have been paid in full as to both principal and interest. The owners of any of the Bonds shall have the right in addition to all other rights, by mandamus or other suit or action in any court of competent jurisdiction, to enforce his, her or their rights against the City, the 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 Director of Finance/City Treasurer of the City is hereby authorized, empowered and directed to execute and deliver the Continuing Disclosure Undertaking with respect to the Bonds (the “Continuing Disclosure Undertaking”) in substantially the form as the individual executing the Continuing Disclosure Undertaking on behalf of the City shall approve, his or her execution thereof to constitute conclusive evidence of his or her approval of the form of such Continuing Disclosure Undertaking. When the Continuing Disclosure Undertaking is executed and delivered on behalf of the City as herein provided, the Continuing Disclosure Undertaking will be binding on the City and the officers, employees and agents of the City, and the officers, employees and agents of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking, as executed. Copies of the Continuing Disclosure Undertaking shall be placed in the official records of the City, and shall be available for public inspection at the offices of the City. Notwithstanding any other provision of this Resolution to the contrary, the sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability of any beneficial owner of any Bond to seek mandamus or specific performance by court order, to cause the City to comply with its obligations under the Continuing Disclosure Undertaking. Section 18. 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. -21- Section 19. 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 (including without limitation any certificate or agreement executed to comply with Rule 15c2-12 of the Securities and Exchange Commission) and to take all 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, including without limitation the Official Statement. 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 20. 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 Common Council and the City hereby reaffirm the Policy: 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 June 14, 2022 Approved June 14, 2022 Recorded June 14, 2022 Mayor City Clerk EXHIBIT A WINNING BID