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HomeMy WebLinkAboutRES 25-402 Safe drinking water Revenue Bondsu a i r � r �) r7 �, VIA EMAIL AND UPS Ms. Diane Bartlett City Clerk City of Oshkosh 215 Church Avenue Oshkosh, WI 54903 411 East Wisconsin Avenue Attorneys at Law in Suite 2400 Chicago Milwaukee, Wisconsin 53202-4428 Denver 414.277.5000 Indianapolis Fax 414.271.3552 Madison www.quarles.com Milwaukee Minneapolis Naples Phoenix St. Louis San Diego Tampa Tucson Washington, D.C. August 7, 2025 Re: Bond Resolution - $1,160,000 City of Oshkosh Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025 (Safe Drinking Water Loan) (the "Revenue Bonds") Dear Diane: Enclosed for consideration at the August 12, 2025 City Council meeting is a copy of a Resolution authorizing the execution of the Financial Assistance Agreement and the issuance of the Revenue Bonds to the State of Wisconsin Safe Drinking Water Loan Program. A copy of the draft Financial Assistance Agreement provided by DNR should be distributed to the City Council along with the Resolution. If you have not already done so, please include the title of this Resolution on the agenda for the meeting. Please then post the agenda in at least three public places and provide it to the official newspaper of the City (or if the City has no official newspaper, to a news medium likely to give notice in the area) and to any other requesting media at least twenty-four hours prior to the meeting (see Section 19.84(1)(b), Wisconsin Statutes). If the meeting will be a virtual meeting, please be sure to include on the agenda and the notices the dial -in number or other information necessary for the public and the media to access and monitor the meeting. The enclosed Certificate of Compliance with Open Meeting Law must be completed in connection with the meeting at which this Resolution is adopted. QB\97864911.1 Quarles & Brady LLP Ms. Diane Bartlett August 7, 2025 Page 2 Unless the City Council has adopted special rules regarding the adoption of borrowing resolutions, a vote of at least a majority of the members of the City Council is necessary to adopt this Resolution. We have enclosed an Excerpts of Minutes form for you to complete which records the vote on the Resolution. We are also enclosing a Municipal Information Questionnaire. Please review, correct, if necessary, complete and return it to us. Please return one executed copy of the Resolution, the Excerpts of Minutes, the Certificate of Compliance with Open Meeting Law and the Questionnaire to us by an overnight delivery service so that we receive them no later than Friday, August 15. A copy of the Resolution should be incorporated into the minutes of the August 12, 2025 meeting. Finally, we are enclosing a Notice regarding the adoption of the resolution authorizing the issuance and sale of the Revenue Bonds which you should provide to the City's official newspaper to be published as a class 1 notice as soon as possible after adoption of the Resolution. Please forward an Affidavit of Publication (which must be signed by a representative of the newspaper) for the Notice to us once it has been published. If you have any questions regarding these documents or any other matter, please do not hesitate to call me at (414) 277-5430. JPL:TAB Enclosures #710081.00010 cc: Rebecca Grill (w/enc. via email) Julie Calmes (w/enc. via email) James Rabe (w/enc. via email) Lynn Lorenson, Esq. (w/enc. via email) Todd Taves (w/enc. via email) Jon Cameron (w/enc. via email) Aaron Heintz (w/enc. via email) Katherine C. Miller (w/enc. via email) Very truly yours, QUARLES & BRADY LLP Jacob P. Lichter Jessica Fandrich (w/enc. via email) Rachel Liegel (w/enc. via email) Andrea Ceron (w/enc. via email) Amy Johnson (w/enc. via email) Erika Mills (w/enc. via email) Bridgette J. Keating (w/enc. via email) Tracy A. Berrones (w/enc. via email) QB\97864911.1 RESOLUTION NO. a 5 ` 0-- - RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UP TO $1,160,000 TAXABLE PRIVATE LSL REPLACEMENT LOAN PROGRAM REVENUE BONDS, SERIES 2025, AND PROVIDING FOR OTHER DETAILS AND COVENANTS WITH RESPECT THERETO WHEREAS, the City of Oshkosh, Winnebago County, Wisconsin (the "Municipality") has established a loan program (the "Program") pursuant to which it makes loans pursuant to Section 66.0627(8)(ag), Wisconsin Statutes, to owners of property in the Municipality for the purpose of replacing private customer -side water service lines containing lead ("Loans"), which Program is hereby found and determined to be a revenue producing enterprise operated for a public purpose as a public utility by the Municipality within the meaning of Section 66.0621, Wisconsin Statutes; and WHEREAS, pursuant to a resolution adopted by the Governing Body on August 14, 2024 (the "2024 Resolution"), the Municipality has heretofore issued its Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2024, dated August 28, 2024 (the "2024 Bonds"), which are payable from the revenues of the Program; and WHEREAS, additional funding to conduct, operate and manage the Program to finance additional Loans is necessary to meet the needs of the Municipality and the residents thereof, consisting of Loans to be made for the construction of a project (the "Project") assigned Safe Drinking Water Loan Program Project No. 4874-18 by the Department of Natural Resources; and WHEREAS, under the provisions of Chapter 66, Wisconsin Statutes any municipality may, by action of its governing body, provide for purchasing, acquiring, constructing, extending, adding to, improving, operating and managing a public utility from the proceeds of bonds, which bonds are to be payable only from the revenues received from any source by such utility, including all rentals and fees; and WHEREAS, the Municipality deems it to be necessary, desirable and in its best interest to authorize and sell revenue bonds (the 'Bonds") of the Municipality payable solely from the revenues of the Program, pursuant to the provisions of Section 66.0621, Wisconsin Statutes, to pay the cost of the Project; and WHEREAS, due to certain provisions of the Internal Revenue Code of 1986, as amended, it is necessary to issue such bonds on a taxable basis, and the State of Wisconsin Safe Drinking Water Loan Program has determined to allow such bonds to be issued on a taxable basis; and WHEREAS, the State of Wisconsin Safe Drinking Water Loan Program is the registered owner of 100% of the 2024 Bonds outstanding and has consented to the issuance of the Bonds on a parity with the 2024 Bonds as evidenced by the consent attached hereto as Exhibit B; and QB\97865103.1 WHEREAS, other than the 2024 Bonds, no bonds or obligations payable from the revenues of the Program are now outstanding. NOW, THEREFORE, be it resolved by the Governing Body of the Municipality that: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by implication requires otherwise: (a) "Act" means Section 66.0621, Wisconsin Statutes; (b) 'Bond Registrar" means the Municipal Treasurer which shall act as Paying Agent for the Bonds; (c) 'Bonds" means the $1,160,000 Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025, of the Municipality dated their date of issuance, authorized to be issued by this Resolution; (d) "Bond Year" means the twelve-month period ending on each May 1; (e) "Current Expenses" means the reasonable and necessary costs of operating, maintaining, administering and conducting the Program, including salaries, wages, costs of materials and supplies, insurance and audits, but shall exclude depreciation, debt service, tax equivalents and capital expenditures; M "Debt Service Fund" means the Debt Service Fund of the Municipality, which shall be the "special redemption fund" as such term is defined in the Act; (g) "Financial Assistance Agreement" means the Financial Assistance Agreement by and between the State of Wisconsin by the Department of Natural Resources and the Department of Administration and the Municipality pursuant to which the Bonds are to be issued and sold to the State, substantially in the form attached hereto and incorporated herein by this reference; (h) "Fiscal Year" means the twelve-month period ending on each December 31; (i) "Governing Body" means the City Council, or such other body as may hereafter be the chief legislative body of the Municipality; 0) "Gross Earnings" means the gross earnings of the Program, including earnings of the Program derived from any payments made to the Municipality under any Loans, any fees or charges imposed by the Municipality with respect to the Program or Loans, any service agreements between the Municipality and any contract users of the Program, and any other monies received by the Program from any source including all rentals and fees, any tax incremental district revenues or other revenues of the Municipality pursuant to Section 9 appropriated by the Governing Body to the Program, and any special assessments and Special Charges levied or imposed and collected in connection with the Loans or the Project (for the avoidance of doubt, "Gross Earnings" does not include revenues of the water system or utility of the Municipality except for any water system or utility revenues which may in the future be appropriated to the Program with Public Service Commission approval); -2- QB\97865103.1 (k) "Lead Service Line" or "LSL" means (i) all or a portion of a water Service Line constructed of lead, and/or (ii) all or a portion of a water Service Line constructed of galvanized material that is or was downstream of lead; (1) "Loans" mean loans made by the Municipality pursuant to Section 66.0627(8)(ag), Wisconsin Statutes, or any successor provisions, to owners of property in the Municipality for the purpose of replacing private customer -side Lead Service Lines; (m) "Municipal Treasurer" means the Treasurer of the Municipality who shall act as Bond Registrar and Paying Agent; (n) "Municipality" means the City of Oshkosh, Winnebago County, Wisconsin; (o) "Net Revenues" means the Gross Earnings of the Program after deduction of Current Expenses; (p) "Parity Bonds" means bonds payable from the revenues of the Program other than the Bonds but issued on a parity and equality with the Bonds pursuant to the restrictive provisions of Section 11 of this Resolution; (q) "Program" means the entire Private Lead Service Line Replacement Loan Program established and conducted by the Municipality for the purpose of making Loans, specifically including all funds or property of every nature now or hereafter owned by the Municipality for the purpose of making and administering Loans, including all improvements and extensions thereto made by the Municipality while any of the Bonds and Parity Bonds remain outstanding, including all real and personal property of every nature comprising part of or used or useful in connection with such loan program and including all appurtenances, contracts, leases, franchises, and other intangibles. All elements of the Program are to be owned and operated by the Municipality as part of the Program as described in the preamble hereto; (r) "Project" means the Project described in the preamble to this Resolution; (s) "Record Date" means the close of business on the fifteenth day of the calendar month next preceding any principal or interest payment date; (t) "Service Line" means the water service piping from the corporation stop of the municipally -owned water main or service line to the meter, isolation valve, or other water utility service terminal on the served property; (u) "Special Charges" means the special charges the Municipality imposes pursuant to Section 66.0627(8), Wisconsin Statutes, or any successor provisions, to collect loan repayments for the Loans; (v) "2024 Bonds" means the Municipality's Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2024, dated August 28, 2024; and (w) "2024 Resolution" means a resolution adopted by the Governing Body on August 14, 2024 authorizing the issuance of the 2024 Bonds. -3- QB\97865103.1 Section 2. Authorization of the Bonds and the Financial Assistance Agreement. For the purpose of providing funding for the Program to make Loans to pay the cost of the Project (including legal, fiscal, engineering and other expenses), there shall be borrowed on the credit of the income and revenue of the Program up to the sum of $1,160,000; and fully registered revenue bonds of the Municipality are authorized to be issued in evidence thereof and sold to the State of Wisconsin Safe Drinking Water Loan Program in accordance with the terms and conditions of the Financial Assistance Agreement, which is incorporated herein by this reference and the City Manager and City Clerk of the Municipality are hereby authorized, by and on behalf of the Municipality, to execute the Financial Assistance Agreement. Section 3. Terms of the Bonds. The Bonds shall be designated "Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025" (the "Bonds"); shall be dated their date of issuance; shall be numbered one and upward; shall bear interest at the rate of 0.250% per annum; shall be issued in denominations of $0.01 or any integral multiple thereof; and shall mature on the dates and in the amounts as set forth in Exhibit B of the Financial Assistance Agreement and in the Bond form attached hereto as Exhibit A as it is from time to time adjusted by the State of Wisconsin based upon the actual draws made by the Municipality. Interest on the Bonds shall be payable commencing on November 1, 2025 and semiannually thereafter on May 1 and November 1 of each year. The Bonds shall not be subject to redemption prior to maturity except as provided in the Financial Assistance Agreement. The schedule of maturities of the Bonds is found to be such that the amount of annual debt service payments is reasonable in accordance with prudent municipal utility practices. Section 4. Form Execution Registration and Payment of the Bonds. The Bonds shall be issued as registered obligations in substantially the form attached hereto as Exhibit A and incorporated herein by this reference. The Bonds shall be executed in the name of the Municipality by the manual signatures of the City Manager and City Clerk, and shall be sealed with its official or corporate seal, if any. The principal of, premium, if any, and interest on the Bonds shall be paid by the Municipal Treasurer, who is hereby appointed as the Municipality's Bond Registrar. Both the principal of and interest on the Bonds shall be payable in lawful money of the United States of America by the Bond Registrar. Payment of principal of the final maturity on the Bond will be payable upon presentation and surrender of the Bond to the Bond Registrar. Payment of principal on the Bond and each installment of interest shall be made to the registered owner of each Bond who shall appear on the registration books of the Municipality, maintained by the Bond Registrar, on the Record Date and shall be paid by electronic transfer or by check or draft of the Municipality (as directed by the registered owner) and if by check or draft, mailed to such registered owner at his or its address as it appears on such registration books or at such other address may be furnished in writing by such registered owner to the Bond Registrar. Section 5. Security for the Bonds. The Bonds, together with interest thereon, shall not constitute an indebtedness of the Municipality nor a charge against its general credit or taxing power. The Bonds, together with interest thereon, shall be payable only out of the Debt Service -4- QB\97865103. l Fund hereinafter continued, and shall be a valid claim of the registered owner or owners thereof only against such Debt Service Fund and the revenues of the Program pledged to such fund on a parity with the pledge granted to the holders of the 2024 Bonds. Sufficient revenues are hereby pledged to said Debt Service Fund, and shall be used for no other purpose than to pay the principal of, premium, if any, and interest on the Bonds, the 2024 Bonds and any Parity Bonds as the same becomes due. Section 6. Funds and Accounts. In accordance with the Act, for the purpose of the application and proper allocation of the revenues of the Program, and to secure the payment of the principal of and interest on the Bonds, the 2024 Bonds and Parity Bonds, certain funds of the Program which were created and established by the 2024 Resolution are hereby continued and shall be used solely for the following respective purposes: (a) Private LSL Replacement Loan Program Revenue Fund (the "Revenue Fund"), into which shall be deposited as received the Gross Earnings of the Program, which money shall then be divided among the Debt Service Fund, the Operation and Maintenance Fund and the Surplus Fund in the amounts and in the manner set forth in Section 7 hereof and used for the purposes described below. (b) Private LSL Replacement Loan Program Debt Service Fund (the "Debt Service Fund"), which shall be used for the payment of the principal of, premium, if any, and interest on the Bonds, the 2024 Bonds and Parity Bonds as the same becomes due, and which may contain a Reserve Account established by a future resolution authorizing the issuance of Parity Bonds to secure such Parity Bonds. (c) Private LSL Replacement Loan Program Operation and Maintenance Fund (the "Operation and Maintenance Fund"), which shall be used for the payment of Current Expenses. (d) Private LSL Replacement Loan Program Surplus Fund (the "Surplus Fund"), which shall first be used whenever necessary to pay principal of, premium, if any, or interest on the Bonds, the 2024 Bonds and Parity Bonds when the Debt Service Fund shall be insufficient for such purpose, and thereafter shall be disbursed as follows: (i) at any time, to remedy any deficiency in any of the Funds provided in this Section 6 hereof, and (ii) money thereafter remaining in the Surplus Fund at the end of any Fiscal Year may be transferred to any of the funds or accounts created or continued herein or to reimburse the general fund of the Municipality for advances made by the Municipality to the Program. Section 7. Application of Revenues. After the delivery of the Bonds, the Gross Earnings of the Program shall be deposited as collected in the Revenue Fund and shall be transferred monthly to the funds listed below in the following order of priority and in the manner set forth below: (a) to the Debt Service Fund, until the amount on deposit therein is equal to the amount needed to pay the remaining installments of interest and principal coming due on the Bonds, the 2024 Bonds and any Parity Bonds then outstanding during -5- QB\97865103.1 such Fiscal Year (after giving effect to available amounts in said Fund from accrued interest, any premium or any other source), and any amount required by a future resolution authorizing the issuance of Parity Bonds to fund a Reserve Account established therein; (b) to the Operation and Maintenance Fund, until the amount on deposit therein is equal to the remaining estimated Current Expenses for such Fiscal Year (after giving effect to available amounts in said Fund from prior deposits); and (c) to the Surplus Fund, any amount remaining in the Revenue Fund after the monthly transfers required above have been completed. Transfers from the Revenue Fund to the Debt Service Fund, the Operation and Maintenance Fund and the Surplus Fund shall be made monthly not later than the tenth day of each month, and such transfer shall be applicable to monies on deposit in the Revenue Fund as of the last day of the month preceding. Any other transfers and deposits to any fund required or permitted by subsection (a) through (c) of this Section, except transfers or deposits which are required to be made immediately or annually, shall be made on or before the tenth day of the month. Any transfer or deposit required to be made at the end of any Fiscal Year shall be made within sixty (60) days after the close of such Fiscal Year. If the tenth day of any month shall fall on a day other than a business day, such transfer or deposit shall be made on the next succeeding business day. It is the express intent and determination of the Governing Body that the amounts transferred from the Revenue Fund and deposited in the Debt Service Fund shall be sufficient in any event to pay the interest on the Bonds, the 2024 Bonds and any Parity Bonds as the same accrues and the principal thereof as the same matures, and to fund the Reserve Account as required in connection with future Parity Bonds. Section 8. Deposits and Investments. The Debt Service Fund shall be kept apart from monies in the other funds and accounts of the Municipality and the same shall be used for no purpose other than the prompt payment of principal of and interest on the Bonds, the 2024 Bonds and any Parity Bonds as the same becomes due and payable. All monies therein shall be deposited in special and segregated accounts in a public depository selected under Chapter 34, Wisconsin Statutes and may be temporarily invested until needed in legal investments subject to the provisions of Section 66.0603(lm), Wisconsin Statutes. The other funds created or continued herein (except the Private LSL Replacement Loan Program SDWLP Project Fund) may be combined in a single account in a public depository selected in the manner set forth above and may be temporarily invested until needed in legal investments subject to the provisions of Section 66.0603(lm), Wisconsin Statutes. Section 9. Service to the Municipality. In recognition of and consideration for the public health benefit rendered to the Municipality by the Program by financing the elimination of lead from the public drinking water supply for public purposes, the Municipality agrees that it shall be charged and shall make payments to the Program in monthly installments as the service and benefit accrues, out of the current revenues of the Municipality collected or in the process of collection, exclusive of the revenues derived from the Program; that is to say, out of the tax levy -6- QB\97865103.1 of the Municipality made by it to raise money to meet its necessary current expenses. The amount of the charge and payment for the service and benefit provided to the Municipality in each year shall be equal to an amount which, together with other revenues of the Program, will produce in each Fiscal Year Net Revenues equivalent to not less than 100% of the annual principal and interest requirements on the Bonds, the 2024 Bonds, any Parity Bonds and any other obligations payable from the revenues of the Program then outstanding. However, such payment out of the tax levy shall be subject to (a) approval of the Public Service Commission, or successors to its function, if applicable, (b) yearly appropriations therefor, and (c) applicable levy limitations, if any; and neither this Resolution nor such payment shall be construed as constituting an obligation of the Municipality to make any such appropriation over and above the reasonable cost and value of the service and benefit rendered to the Municipality and its inhabitants or to make any subsequent payment over and above such reasonable cost and value. Section 10. Operation of Program; Municipality Covenants. It is covenanted and agreed by the Municipality with the owner or owners of the Bonds, and each of them, that the Municipality will perform all of the obligations of the Municipality as set forth in the Financial Assistance Agreement. Section 11. Additional Bonds. The Bonds are issued on a parity with the 2024 Bonds. No bonds or obligations payable out of the revenues of the Program may be issued in such manner as to enjoy priority over the Bonds or with a lien and pledge that is junior and subordinate to that of the Bonds. Parity Bonds may be issued only under the following circumstances: (a) Additional Parity Bonds may be issued for the purpose of completing the Project and for the purpose of financing costs of the Project which are ineligible for payment under the State of Wisconsin Safe Drinking Water Loan Program. However, such additional Parity Bonds shall be in an aggregate amount not to exceed 20% of the face amount of the Bonds; or (b) Additional Parity Bonds may also be issued if all of the following conditions are met: (1) The State of Wisconsin Safe Drinking Water Loan Program has consented in writing to the issuance of such additional bonds on a parity with the Bonds. (2) The payments required to be made into the funds enumerated in Section 6 of this Resolution must have been made in full. (3) The additional bonds must have principal maturing on May 1 of each year and interest falling due on May 1 and November 1 of each year. (4) The proceeds of the additional bonds must be used only for the purpose of providing additional funding for the Program to make Loans, or to refund obligations issued for such purpose. -7- QB\97865103.1 Section 12. Sale of Bonds. The sale of the Bonds to the State of Wisconsin Safe Drinking Water Loan Program for the purchase price of up to $1,160,000 and at par, is ratified and confirmed; and the officers of the Municipality are authorized and directed to do any and all acts, including executing the Financial Assistance Agreement and the Bonds as hereinabove provided, necessary to conclude delivery of the Bonds to said purchaser, as soon after adoption of this Resolution as is convenient. The purchase price for the Bonds shall be paid upon requisition therefor as provided in the Financial Assistance Agreement, and the officers of the Municipality are authorized to prepare and submit to the State requisitions and disbursement requests in anticipation of the execution of the Financial Assistance Agreement and the issuance of the Bonds. Section 13. Application of Bond Proceeds. The proceeds of the sale of the Bonds shall be deposited by the Municipality into a special fund designated as "Private LSL Replacement Loan Program SDWLP Project Fund." The Private LSL Replacement Loan Program SDWLP Project Fund shall be used solely for the purpose of paying the costs of the Project as more fully described in the preamble hereof and in the Financial Assistance Agreement. Moneys in the Private LSL Replacement Loan Program SDWLP Project Fund shall be disbursed within three (3) business days of their receipt from the State of Wisconsin and shall not be invested in any interest -bearing account. Section 14. Amendment to Resolution. After the issuance of any of the Bonds, no change or alteration of any kind in the provisions of this Resolution may be made until all of the Bonds have been paid in full as to both principal and interest, or discharged as herein provided, except: (a) the Municipality may, from to time, amend this Resolution without the consent of any of the owners of the Bonds, but only to cure any ambiguity, administrative conflict, formal defect, or omission or procedural inconsistency of this Resolution; and (b) this Resolution may be amended, in any respect, with a written consent of the owners of not less than two-thirds (2/3) of the principal amount of the Bonds then outstanding, exclusive of Bonds held by the Municipality; provided, however, that no amendment shall permit any change in the pledge of revenues derived from the Program or the maturity of any Bond issued hereunder, or a reduction in the rate of interest on any Bond, or in the amount of the principal obligation thereof, or in the amount of the redemption premium payable in the case of redemption thereof, or change the terms upon which the Bonds may be redeemed or make any other modification in the terms of the payment of such principal or interest without the written consent of the owner of each such Bond to which the change is applicable. Section 15. Defeasance. When all Bonds have been discharged, all pledges, covenants and other rights granted to the owners thereof by this Resolution shall cease. The Municipality may discharge all Bonds due on any date by irrevocably depositing in escrow with a suitable bank or trust company a sum of cash and/or bonds or securities issued or guaranteed as to principal and interest of the U.S. Government, or of a commission, board or other instrumentality of the U.S. Government, maturing on the dates and bearing interest at the rates required to provide funds sufficient to pay when due the interest to accrue on each of said Bonds to its maturity or, at the Municipality's option, if said Bond is prepayable to any prior date upon which it may be called for redemption, and to pay and redeem the principal amount of each such Bond at maturity, or at the Municipality's option, if said Bond is prepayable, at its earliest redemption -8- QB\97865103.1 date, with the premium required for such redemption, if any, provided that notice of the redemption of all prepayable Bonds on such date has been duly given or provided for. Section 16. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Municipality and the owner or owners of the Bonds, and after issuance of any of the Bonds no change or alteration of any kind in the provisions of this Resolution may be made, except as provided in Section 14, until all of the Bonds have been paid in full as to both principal and interest. The owner or 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 such owner's or owners' rights against the Municipality, the Governing Body thereof, and any and all officers and agents thereof including, but without limitation, the right to require the Municipality, its Governing Body and any other authorized body, to establish and collect charges and other revenues fully adequate to carry out all of the provisions and agreements contained in this Resolution. Section 17. Continuing Disclosure. The officers of the Municipality are hereby authorized and directed, if requested by the State of Wisconsin, to provide to the State of Wisconsin Safe Drinking Water Loan Program and to such other persons or entities as directed by the State of Wisconsin such ongoing disclosure regarding the Municipality's financial condition and other matters, at such times and in such manner as the Safe Drinking Water Loan Program may require, in order that securities issued by the Municipality and the State of Wisconsin satisfy rules and regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended and as it may be amended from time to time, imposed on brokers and dealers of municipal securities before the brokers and dealers may buy, sell, or recommend the purchase of such securities. -9- QB\97865103.1 Section 18. Conflicting Resolutions. All ordinances, resolutions, or orders, or parts thereof heretofore enacted, adopted or entered, in conflict with the provisions of this Resolution, are hereby repealed and this Resolution shall be in effect from and after its passage. Passed: August 12, 2025 Approved: August 12, 2025 Attest: Diane Bartlett City Clerk r Matt Mugera r Mayor/Council President -10- QB\97865103.1 REGISTERED NO. EXHIBIT A (Form of Municipal Obligation) UNITED STATES OF AMERICA STATE OF WISCONSIN WINNEBAGO COUNTY CITY OF OSHKOSH TAXABLE PRIVATE LSL REPLACEMENT LOA. Final Maturity Date May 1, 2037 REGISTERED OWNER: STATE PROGP FOR VALUE RECEIVED the<,City cif pshl r "Municipality") hereby acknowledges itself shown above, or registered assi g§,r ely from f of an amount not to exceedIN much as shall have been drawn hereundW'-, xovl commencing May 1, 2028 until the final maQ . thereon (but only on amount as shall have beertdf dates the amounts are diavh hereunder or the m681 been paid, at the rate of 0 25*0% per annum, calcul; twelve 30-day months,'sttch interest being payable each year,,with the first interest being payable on v. , REGISTERED ':• ::u Date of 20_ G WATER LOAN 1. osh, Winnebago County, Wisconsin (the and promises to pay to the' egistered owner £hand hereinafter specified, the principal sum DOLLARS ($ ) (but only so lei -:below) on May 1 of each year ate written above, together with interest awn hereunder, as provided below) from the tpcent payment date to which interest has ted on the basis of a 360-day year made up of Dri the first days of May and November of ovember 1, 2025. The principal amount evidenced by'tl isBond may be drawn upon by the Municipality in accordance with the Financial Assistance Agreement entered by and between the Municipality and the State of Wisconsin by the Department of Natural Resources and the Department of Administration ,(the "Financial Assistance Agreement") including capitalized interest transferred (if any). The principal amounts so drawn shall be repaid in installments on May 1 of each year commencing on May 1 2028 in an amount equal to an amount which when amortized over the remaining term of this Bond plus current payments of interest (but only on amounts drawn hereunder) at Zero and 250/1000ths percent (0.250%) per annum shall result in equal annual payments of the total of principal and the semiannual payments of interest. The State of Wisconsin Department of Administration shall record such draws and corresponding principal repayment schedule on a cumulative basis in the format shown on the attached Schedule A. A-1 QB\97865103.1 Both principal and interest hereon are hereby made payable to the registered owner in lawful money of the United States of America. On the final maturity date, principal of this Bond shall be payable only upon presentation and surrender of this Bond at the office of the Municipal Treasurer. Principal hereof and interest hereon shall be payable by electronic transfer or by check or draft dated on or before the applicable payment date (as directed by the registered owner) and if by check or draft, mailed from the office of the Municipal Treasurer to the person in whose name this Bond is registered at the close of business on the fifteenth day of the calendar month next preceding such interest payment date. This Bond shall not be redeemable prior to its maturity, except as set forth in the Financial Assistance Agreement. vsv This Bond is transferable only upon the books of the Municipality kept for that purpose at the office of the Municipal Treasurer, by the registered owner in person or its duly authorized attorney, upon surrender of this Bond, together with a written instrument of transfer (which may be endorsed hereon) satisfactory to the Municipal Treasurer; duly executed by the registered owner or its duly authorized attorney. Thereupon a replacement Bond shall be issued to the transferee in exchange therefor. The Municipality may deem and treat the,:pei•son in whose name this Bond is registered as the absolute ownex; hereof for he purpose of receiving payment of or on account of the principal or interest hec�and for alf! dther purposes. This Bond is issuable v, solely as a negotiable, fully-registered`bonct tout cogVions, and in denomi tons of $0.01 or any integral multiple thereof. This Bond is issued Line ("LSL") Replacement owners of property within t water service lines containi Constitution, and entitled: Private LSk Details anA of the Prola pledge of i of said Mu provision. for the pufV00"0 ;q. provfd ` funding for the Private Lead Service w Loan Prograrri° t� tiae Municr � y (the "Program') to make loans to e Municipality f Vffi jo,, purpose p_fTxppPacing private customer -side ig lead, pursuant to Afflple XI, S� t on 3, of the Wisconsin "vV I, Wisconsin Statutes nd a re9'blution adopted August 12, 2025, solution Auth, izing the IssuancJ§od Sale of Up to $1,160,000 Taxable lacemerit Loaf% ,o#ram Revenue 1 nds, Series 2025, and Providing for Other ;nants With Respe payable only from the income and revenues eto" an The Bonds are issue '?R� �' g'- with the Municipality's Taxable Private LSL in Program Revenge Bonds, Series 2024, dated August 28, 2024, as to the and revenues of t& Program. This Bond does not constitute an indebtedness �1,1ty within the mea} ng of any constitutional or statutory debt limitation or It is hereby cerf`+ r rted and declared that all acts, conditions and things required to exist, happen, and be performed precedent to and in the issuance of this Bond have existed, have happened and have been performed in due time, form and manner as required by law; and that sufficient of the income and revenue to be received by said Municipality from the operation of the Program 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. A-2 QB\97865103.1 IN WITNESS WHEREOF, the Municipality has caused this Bond to be signed by the signatures of its City Manager and City Clerk, and its corporate seal to be impressed hereon, all as of the date of original issue specified above. (SEAL) CITY OF OSHKOSH, WISCONSIN City City A-3 QB\97865103.1 (Form of Assignment) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite name and address, including zip code, of Assignee) Please insert Social Security or other identifying number of Assignee the within Bond and all rights thereunder, hereby irrevocably c onstitntin'g and appointing ;v ����:, .vow:,:•;. Attorney to transfer said Bond on the t for tlix istration thereof substitution in the premises. Dated: ?S CE: Nignature of this assignment must coi�ond wit e name as it appears upon the face"1 the with in Bond in every particular, without alteraft or enlargement or any change whatever. A-4 QB\97865103.1 SCHEDULE A $1,160,000 CITY OF OSHKOSH, WISCONSIN TAXABLE PRIVATE LSL REPLACEMENT LOAN PROGRAM REVENUE BONDS, SERIES 2025 Amount of Disburse- Date of Series of Princfpal Principal ment Disbursement Bonds Repaid Balance w'*T=v SA-1 QB\97865103.1 SCHEDULE A (continued) PRINCIPAL REPAYMENT SCHEDULE Principal Date Amount May 1, 2028 $114,700.97 May 1, 2029 114,987.73 May 1, 2030 115,275.2Q May 1, 2031 115,563 3°° 1 May 1, 2032 115,852.29 May 1, 2033 11.6,141.92 May 1, 2034 6,432.28 May 1 2035 -ARX1.5, 7:23: 36, May 1, 2036 May 1, 2037 s v .v..u.. „ 117,307.70 SA-2 QB\97865103.1 Docusign Envelope ID: D917FCA8-23A2-4005-BCOC-3257B97D2208 WIN �I�A DEPARTMENTOF Exhibit B ADMINISTRATION STATE OF WISCONSIN DEPARTMENT OF ADMINISTRATION City of Oshkosh Tony Evers, Governor Kathy Blumenfeld, Secretary Brian Pahnke, Division Administrator Consent to Issue Taxable Private LSL Replacement Loan Program Revenue Bonds on Parity Consent WHEREAS, pursuant to resolutions adopted on August 14, 2024 (the "2024 Resolutions"), the City of Oshkosh (the "City") sold $551,500 Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2024, dated August 28, 2024 (the "2024 Bonds") to the State of Wisconsin Safe Drinking Water Loan Program (the "State"); and WHEREAS, the City now proposes to issue $1,160,000 Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025, dated on or about August 27, 2025 (the "2025 Bonds") on a parity with the 2024 Bonds; and NOW, THEREFORE, the State, as sole registered owner of all the 2024 Bonds consents to the issuance of the 2025 Bonds on a parity with the 2024 Bonds. This consent shall apply prejudice in connection with the issuance of the 2025 Bonds and shall not extend to the issuance of any additional bonds or prejudice any rights or remedies whatever that the State may have with respect to the issuance of any additional bonds. Dated as of July 23, 2025 ACCEPTED by: State of Wisconsin Environmental Improvement Fund City of Oshkosh By: G' ��- By;F�� ath nine Miller Re ecca rill Deputy Capital Finance Director City Manager Signed by: Attest: Diane art e t City Clerk Executive Budget and Finance, Capital Finance Office, PO Box 7864, Madison, WI 53707-7864 Phone: (608) 266-1836 1 DOA.WI.GOV/CAPITALFINANCE WISCONSIN IS OPEN FOR BUSINESS CERTIFICATE OF COMPLIANCE WITH OPEN MEETING LAW PUBLIC NOTICE REQUIREMENTS I, Y ' -7- L I I (name) (title) of (official name of municipality) hereby certify that: 1. Meetinjz Date. On the 12 L day of " , 20Z�a CI�M►ytn� l�',c�� meeting was held commencing (County Board, Common Council, etc.) at o'clock.m. at <- aILN (location) 2. Postin1j. On the "S day of , 202j;;;—at approximately t o'clock.m., I posted or caused to be posted a notice setting forth the time, date, place and subject matter (including specific reference to the borrowing) of said meeting in the following public places (include any posting of the notice on the municipality's website and attach an extra sheet if necessary): Publication. The AND/OR (County, City, etc.) caused a notice setting forth the time date place and subject matter (including specific reference to the borrowing) of said meeting to be published on the day of , 20 by the following news medium or media (attach an extra sheet if necessary): (If notice was published rather than posted, attach copy of published notice). QB\97864991.1 3. Notification of Media. On the day of , 202�at approximately o'clock R.m., I communicated or caused to be communicated, the time date place and subject matter (including specific reference to the borrowing) of said meeting to those news media who have filed a written request for such notice, and to the official newspaper of the j 044b51—, , or, if none exists, to a news medium (County, City, etc.) likely to give notice in the area. 4. Open Meeting Law Compliance. Said meeting was a meeting of the (regular, special, adjJurned annual, etc.) CVM M,V , which was called, noticed, held and (County Board, Common Council, etc.) conducted in open session in compliance with Subchapter V of Chapter 19 of the Wisconsin Statutes and any other applicable local rules and State statutes. Title:c.s��x Attest: Name: G A iz ; �,`�: •••' '•• :�+'•. �� '•.• Title: 0(e4jl— • so : • (SEAL) •;*. Questions regaY•c�1 $•this form or open meeting law compliance generally should be directed to local counsel or Quarles & Brady LLP.) QB\97864991.1 Excerpts of Minutes of Meeting of the City Council of the City of Oshkosh A meeting of the City Council of the City of Oshkosh, Winnebago County, Wisconsin, was duly called, noticed, held and conducted in the manner required by the City Council and the pertinent Wisconsin Statutes on August 12, 2025. The Mayor/Council President called the meeting to order at (0 01 m. The following members were present: K&� -� &e_�16 IAj The following members were absent: �a c©lam V10'a N oe S�e�euv�iv� (Here occurred business not pertinent to the financing.) The following resolution was then moved by K and seconded by RESOLUTION NO. aS - 40 a RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UP TO $1,160,000 TAXABLE PRIVATE LSL REPLACEMENT LOAN PROGRAM REVENUE BONDS, SERIES 2025, AND PROVIDING FOR OTHER DETAILS AND COVENANTS WITH RESPECT THERETO (A true copy of the resolution as adopted is attached hereto and incorporated herein by reference.) QB\97865005.1 Upon the vote being taken, the following voted Aye: buek-,D s Nay: Abstaining: and the resolution was declared adopted. (Here occurred business not pertinent to the financing.) Upon motion made and seconded, the City Council adjourned. Certification of Minutes Excerpt I, Diane Bartlett, am the duly qualified and acting City Clerk of the City of Oshkosh, Winnebago County, Wisconsin. I hereby certify that the foregoing is a true and correct excerpt of the official minutes of the City Council meeting of August 12, 2025 with respect to City Council action to authorize the issuance and sale of $1,160,000 Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025. I further certify that the attached is a true and correct copy of the resolution adopted by the City Council at such meeting. IN WITNESS WHEREOF, I have executed this Certificate in my official capacity on August 12, 2025. ° . (SEAL) Diane Bartlett City Clerk -2- QB\97865005.1 MUNICIPAL INFORMATION QUESTIONNAIRE Prepared and Submitted By: Diane Bartlett City Clerk 1. Official Name of Government Unit: City of Oshkosh 2. County: Winnebago County 3. Employer I. D. #: 39-6005563 4. Address: 215 Church Avenue P.O. Box 1130, Oshkosh, WI 54903 Phone Number: 920-236-5000 Fax Number: 5. Contact Person: Diane Bartlett, City Clerk: Julie Calmes, Director of Finance/Treasurer 6. Date/Time/Place of Regular Meetings: 2nd & 4th Tuesday each month in Council Chambers 7. Does Municipality have an official or corporate seal? �X YES ❑ NO 8. Name of Official Newspaper, if any: NJn) ❑ WEEKLY Ef DAILY What day: — S 9. Class and form of government (i.e., mayor/ council plan, etc). Ci1y Mana erg /City Council under Chapter 64 10. Administrators and Officers: (Please complete with official names (including middle initials) as used to sign legal documents.) Date Term Elected or of Office Name Appointed? Ex ires Matt Mugerauer Elected 2027 Mayor/Council President Rebecca Grill Appointed N/A City Manager rgrill(Qoshkoshwi.gov Diane Bartlett City Clerk dbartlette,oshkoshwi.gov Julie Calmes Director of Finance/Treasurer j calmesgoshkoshwi. gov Lvnn Lorenson City Attorney Ilorenson@oshkoshwi.gov Phone Number: 920-236-5115 Fax Number: 920-236-5106 QB\91484306.1 11. Number of City Council members? 7 (Please attach current list) 12. Are there any special resolutions or ordinances in effect (other than Wisconsin's ❑ YES CVNO Open Meeting law) regarding meeting notices, quorum requirements, etc.? If yes, please provide detail. 13. Are there any proceedings now pending with respect to a change in the form of ❑ YES XJ NO government or the detachment of territory? If yes, please provide detail. 14. Has the governing body or electors adopted any charter ordinances under ❑ YES K NO Section 66.0101, Wis. Stats. or direct legislation under Section 9.20, Wis. Stats restricting borrowing by the City or are any proceedings for such purposes now pending? If yes, please provide detail. 15. Is there any litigation pending or threatened with respect to the corporate ❑ YES YNO existence, organization, or boundaries of the government unit or the right of title of any officer of the government unit to his or her respective office? If yes, please provide detail. 16. Are there any resolutions in effect which require any officers other than the ❑ YES U NO city manager and clerk, to execute bonds or notes or other documents evidencing indebtedness? If yes, please provide detail. 17. Are there any other facts or circumstances which could have an impact on the ❑ YES NO issuance of the bonds or notes in question (e.g., debt policy, litigation other than as set forth above, annexations, etc)? If yes, please discuss. Prepared and submitted by: Diane Bartlett City Clerk 4( Signed on: O\� \ a -2- QB\91484306.1 NOTICE On August 12, 2025, a resolution was offered, adopted and approved by the City of Oshkosh, Winnebago County, Wisconsin (the "Municipality"), whereby the Municipality authorized and directed the issuance and sale of up to $1,160,000 Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025. The closing on these Bonds will be held on August 27, 2025. A copy of all proceedings had to date with respect to the authorization and sale of said Bonds is on file and may be examined in the office of the City Clerk. This Notice is given pursuant to Section 893.77, Wisconsin Statutes, which provides that an action or proceeding to contest the validity of such municipal financing, for other than constitutional reasons, must be commenced within thirty (30) days after the date of publication of this Notice. Dated: 2025. CITY OF OSHKOSH, WISCONSIN Diane Bartlett, City Clerk QB\97865035.1 411 East Wisconsin Avenue Attorneys at Law in Suite 2400 Chicago Milwaukee, Wisconsin 53202-4428 Denver 414.277.5000 Indianapolis Fax 414.271.3552 Madison www.quaries.com Milwaukee Minneapolis Naples Phoenix St. Louis San Diego Tampa Tucson Washington, D.C. August 7, 2025 VIA EMAIL AND UPS Ms. Diane Bartlett City Clerk City of Oshkosh 215 Church Avenue Oshkosh, WI 54903 Re: $1,160,000 Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025 (Safe Drinking Water Loan) - Closing Documents Dear Diane: Enclosed is one copy of each of the closing documents for this issue, as well as the Bond itself. Please arrange for each document to be signed by the officer whose name appears below the respective signatory line, and sealed where indicated. These closing documents contain certifications upon which we are relying in giving our opinion as to the validity of the Bonds. These certifications reflect information we have obtained from you or other transaction participants. Please review all of the certifications carefully and confirm that the information is correct. If you have questions about any of the certifications, please call us to discuss them. Please return the executed documents by an overnight delivery service so that we receive them no later than Friday, August 15, so we can prepare the transcript of proceedings for the closing scheduled for Wednesday, August 27. If you have any questions regarding the enclosed, please give me a call. QB\97865740.1 Quarles & Brady LLP Ms. Diane Bartlett August 7, 2025 Page 2 Please also note that if the City entered into a continuing disclosure undertaking in connection with bonds or notes issued on or after February 27, 2019, the incurrence of this Safe Drinking Water Loan may constitute a material event of which notice must be posted on the EMMA website within 10 business days. Very truly yours, QUARLES & BRADY LLP Jacob P. Lichter JPL:TAB Enclosures #710081.00010 cc: Rebecca Grill (w/enc. via email) Julie Calmes (w/enc. via email) James Rabe (w/enc. via email) Lynn Lorenson, Esq. (w/enc. via email) Todd Taves (w/enc. via email) Jon Cameron (w/enc. via email) Aaron Heintz (w/enc. via email) Katherine C. Miller (w/enc. via email) Jessica Fandrich (w/enc. via email) Rachel Liegel (w/enc. via email) Andrea Ceron (w/enc. via email) Amy Johnson (w/enc. via email) Erika Mills (w/enc. via email) Bridgette J. Keating (w/enc. via email) Tracy A. Berrones (w/enc. via email) QB\97865740.1 IN WITNESS WHEREOF, the SDWLP and the Municipality have caused this FAA to be executed and delivered, as of the date and year first written above. CITY OF OSHKOSH By: Rebecca Grill City Manager Attest: 0 R(— ( �Qo Diane artlett City Clerk STATE OF WISCONSIN DEPARTMENT OF ADMINISTRATION By: Authorized Officer STATE OF WISCONSIN DEPARTMENT OF NATURAL RESOURCES 0 Authorized Officer 22 $1,160,000 City of Oshkosh, Wisconsin Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025 CLOSING CERTIFICATE Rebecca Grill, the City Manager, and Diane Bartlett, the City Clerk of the City of Oshkosh, Winnebago County, Wisconsin (the "Municipality"), hereby certify as follows: 1. We are the duly qualified and acting City Manager and City Clerk of the Municipality and have been such at all times pertinent to the authorization and delivery of the "Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025" of the Municipality (the "Bonds"). 2. We have executed and sealed the negotiable, fully -registered Bonds. The Bonds are in the aggregate principal amount of $1,160,000, are dated August 27, 2025, and are numbered from 1 upward. The Bonds mature in installments of principal due on May 1 of each of the years 2028 through 2037, and bear interest at a rate of 0.250% per annum. We were duly authorized to execute the same. 3. Attached in the Closing Transcript is a true and complete copy of a resolution entitled: "Resolution Authorizing the Issuance and Sale of Up to $1,160,000 Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025, and Providing for Other Details and Covenants With Respect Thereto" (the 'Bond Resolution"). The Bond Resolution was duly adopted by the City Council of the Municipality (the "Governing Body") on August 12, 2025. The Bond Resolution has not been repealed, amended or modified in any respect and remains in full force and effect today. 4. Attached in the Closing Transcript is a true and complete copy of the Certificate of Compliance with Open Meeting Law Public Notice Requirements with respect to the August 12, 2025 meeting of the Governing Body of the Municipality, evidencing compliance with Subchapter V of Chapter 19, Wisconsin Statutes. 5. Attached in the Closing Transcript is a true and complete copy of the part of the minutes of the August 12, 2025 meeting of the Governing Body wherein the Governing Body adopted the Bond Resolution. 6. Attached in the Closing Transcript is a true and complete copy of a sworn affidavit from an authorized representative of the official newspaper of the Municipality, in which a notice has been published pursuant to Section 893.77, Wisconsin Statutes, regarding the adoption of the Bond Resolution. 7. Attached in the Closing Transcript is a Specimen Bond. The signatures of Rebecca Grill, the City Manager, and Diane Bartlett, the City Clerk of the Municipality, are their respective true signatures, and the seal of the Municipality appearing on the Bonds is an accurate impression or facsimile of the seal of the Municipality. Qs\97865904.1 8. Attached in the Closing Transcript is a true and complete copy of the Financial Assistance Agreement relating to the Bonds; said Financial Assistance Agreement has not been amended or modified in any respect and remains in full force and effect today. 9. The Municipality is a duly organized and existing municipal corporation of the State of Wisconsin. 10. There are no rules or resolutions in effect which require any officer or official of the Municipality, other than the City Manager and the City Clerk of the Municipality, to execute bonds of the Municipality. 11. Each meeting of the Governing Body or any committee of the Municipality at which the Bond Resolution was taken up was held at the place and time and called and notified in the manner routinely established by the Governing Body or such committee and proceeded in accordance with a written agenda; was notified to the public and news media and conducted in full compliance with the "open meeting" laws of the State of Wisconsin, and particularly Subchapter V, Chapter 19, Wisconsin Statutes; was held in a public, accessible place in the Municipality, with doors open at all times to the public; and no secret ballot was taken thereat; and no such meeting was commenced, subsequently convened in closed session and thereafter reconvened in open session, unless public notice of such subsequent open session was given at the same time and in the same manner as the public notice of the meeting convened prior to the closed session. All such meetings were fully lawful and in all respects in accordance with the rules of the Municipality. Each such meeting was a regular meeting or duly -called special meeting, held at the place in the Municipality, on the date and at the time and notified in the manner routinely established by rule of the Governing Body. 12. The meeting of the Governing Body was held on August 12, 2025, at which a quorum was present throughout. The Governing Body consists of seven Council Members. At such meeting, the Bond Resolution was introduced by one of the Governing Body members in accordance with routinely established procedures of the Governing Body (all Governing Body members having full copies thereof in advance and adequate time to read and examine prior to adoption, and no member objecting); and, on motion duly made and seconded, duly adopted by the affirmative vote of the members present, upon an aye or no vote duly recorded in the Governing Body minutes. 13. The City Clerk of the Municipality has recorded a full and correct statement of every step or proceeding had or taken in the course of authorizing and issuing the Bonds in a separate record book as required by law. This record has been available for public inspection during normal business hours at the City Clerk's office in the Municipality and no person was denied the right to inspect or duplicate it. 14. We have reviewed the Bond Resolution appearing in the Closing Transcript, and to the best of our information and belief, all of the statements made therein are true and correct. 15. No litigation is pending or, to our knowledge, threatened (i) to restrain or enjoin the issuance or delivery of any of the Bonds, or (ii) in any way contesting or affecting the validity of the Bonds or the Bond Resolution. -2- QB\97865904.1 16. The Municipality has established a loan program pursuant to which it makes loans pursuant to Section 66.0627(8)(ag), Wisconsin Statutes, to owners of property in the Municipality for the purpose of replacing private customer -side water service lines containing lead (collectively, the "Program"). Said Program was established and will be operated in accordance with Section 66.0627(8)(ag), Wisconsin Statutes, and in compliance with all the requirements set forth in the Financial Assistance Agreement relating to the Bonds. 17. There is no litigation pending or, to our knowledge, threatened against the Municipality or involving any of the property or assets under the control of the Municipality that involves the possibility of any judgment or uninsured liability which may result in any material adverse change in the business, properties, assets or in the condition, financial or otherwise, of the Municipality or the Program. 18. Neither the corporate existence nor boundaries of the Municipality nor the title of its present or former officers to their respective offices is being contested, and no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded. No petition has been filed requesting that the Bonds not be issued. 19. Based on our inquiry, information and belief, no part of the funds of the Municipality or the Program derived from the issuance and sale of the Bonds shall inure to the benefit of or be distributable to any official of the Program or of the Municipality, except for the lawful payment or compensation for services rendered and its lawful reimbursement of expenses incurred, and no loans shall be made, and no property or services shall be purchased or sold, leased or otherwise disposed of, to any such official as a result of the use of such funds by the Municipality or by the Program. 20. Based on our inquiry, information and belief, no official of the Program or of the Municipality has any private interest, direct or indirect, in any of the proceedings relating to the authorization, issuance and sale of the Bonds. 21. The Municipality is able to pay all of its current operating expenses in the usual course as they come due without need for special or exceptional tax levies. 22. The Bonds are payable only from and secured by a pledge of the income and revenues of the Program; and do not constitute an indebtedness of the Municipality within any constitutional or statutory limitation. 23. There are no obligations outstanding payable from a pledge of the income and revenues of the Program of the Municipality, other than the Municipality's Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2024, dated August 28, 2024, and the Bonds. 24. The Municipality is not in default on any borrowed money obligation. -3- QB197865904.1 25. The Municipality has delivered the Bonds to the State on the date of this Certificate. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of the Municipality as of August 27, 2025. CITY OF OSHKOSH, WISCONSIN i 11-Lo (SEAL) By: Rebecca Grill City Manager (DZBy: Diane Bartlett City Clerk -4- QB\97865904.1 REGISTERED UNITED STATES OF AMERICA REGISTERED NO. 1 STATE OF WISCONSIN $1,160,000 WINNEBAGO COUNTY CITY OF OSHKOSH TAXABLE PRIVATE LSL REPLACEMENT LOAN PROGRAM REVENUE BOND, SERIES 2025 Final Maturity Date May 1, 2037 Date of Original Issue August 27, 2025 REGISTERED OWNER: STATE OF WISCONSIN SAFE DRINKING WATER LOAN PROGRAM FOR VALUE RECEIVED the City of Oshkosh, Winnebago County, Wisconsin (the "Municipality") hereby acknowledges itself to owe and promises to pay to the registered owner shown above, or registered assigns, solely from the fund hereinafter specified, the principal sum of an amount not to exceed ONE MILLION ONE HUNDRED SIXTY THOUSAND DOLLARS ($1,160,000) (but only so much as shall have been drawn hereunder, as provided below) on May 1 of each year commencing May 1, 2028 until the final maturity date written above, together with interest thereon (but only on amounts as shall have been drawn hereunder, as provided below) from the dates the amounts are drawn hereunder or the most recent payment date to which interest has been paid, at the rate of 0.250% per annum, calculated on the basis of a 360-day year made up of twelve 30-day months, such interest being payable on the first days of May and November of each year, with the first interest being payable on November 1, 2025. The principal amount evidenced by this Bond may be drawn upon by the Municipality in accordance with the Financial Assistance Agreement entered by and between the Municipality and the State of Wisconsin by the Department of Natural Resources and the Department of Administration (the "Financial Assistance Agreement") including capitalized interest transferred (if any). The principal amounts so drawn shall be repaid in installments on May 1 of each year commencing on May 1, 2028 in an amount equal to an amount which when amortized over the remaining term of this Bond plus current payments of interest (but only on amounts drawn hereunder) at Zero and 250/1000ths percent (0.250%) per annum shall result in equal annual payments of the total of principal and the semiannual payments of interest. The State of Wisconsin Department of Administration shall record such draws and corresponding principal repayment schedule on a cumulative basis in the format shown on the attached Schedule A. QB\97865958.1 Both principal and interest hereon are hereby made payable to the registered owner in lawful money of the United States of America. On the final maturity date, principal of this Bond shall be payable only upon presentation and surrender of this Bond at the office of the Municipal Treasurer. Principal hereof and interest hereon shall be payable by electronic transfer or by check or draft dated on or before the applicable payment date (as directed by the registered owner) and if by check or draft, mailed from the office of the Municipal Treasurer to the person in whose name this Bond is registered at the close of business on the fifteenth day of the calendar month next preceding such interest payment date. This Bond shall not be redeemable prior to its maturity, except as set forth in the Financial Assistance Agreement. This Bond is transferable only upon the books of the Municipality kept for that purpose at the office of the Municipal Treasurer, by the registered owner in person or its duly authorized attorney, upon surrender of this Bond, together with a written instrument of transfer (which may be endorsed hereon) satisfactory to the Municipal Treasurer, duly executed by the registered owner or its duly authorized attorney. Thereupon a replacement Bond shall be issued to the transferee in exchange therefor. The Municipality may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal or interest hereof and for all other purposes. This Bond is issuable solely as a negotiable, fully -registered bond, without coupons, and in denominations of $0.01 or any integral multiple thereof. This Bond is issued for the purpose of providing funding for the Private Lead Service Line ("LSL") Replacement Loan Program of the Municipality (the "Program") to make loans to owners of property within the Municipality for the purpose of replacing private customer -side water service lines containing lead, pursuant to Article XI, Section 3, of the Wisconsin Constitution, Section 66.0621, Wisconsin Statutes, and a resolution adopted August 12, 2025, and entitled: "Resolution Authorizing the Issuance and Sale of Up to $1,160,000 Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2025, and Providing for Other Details and Covenants With Respect Thereto" and is payable only from the income and revenues of the Program. The Bonds are issued on a parity with the Municipality's Taxable Private LSL Replacement Loan Program Revenue Bonds, Series 2024, dated August 28, 2024, as to the pledge of income and revenues of the Program. This Bond does not constitute an indebtedness of said Municipality within the meaning of any constitutional or statutory debt limitation or provision. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen, and be performed precedent to and in the issuance of this Bond have existed, have happened and have been performed in due time, form and manner as required by law; and that sufficient of the income and revenue to be received by said Municipality from the operation of the Program 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. -2- QB\97865958.1 IN WITNESS WHEREOF, the Municipality has caused this Bond to be signed by the signatures of its City Manager and City Clerk, and its corporate seal to be impressed hereon, all as of the date of original issue specified above. (SEAL) CITY OF OSHKOSH, WISCONSIN By .�0�.° —`- Rebecca Grill G °° c City Manager ByC. e•... .••N •S Diane Bartlett ,s,�•� City Clerk -3- QB\97865958.1 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite name and address, including zip code, of Assignee) Please insert Social Security or other identifying number of Assignee the within Bond and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Bond on the books kept for the registration thereof with full power of substitution in the premises. Dated: Signature(s) guaranteed by NOTICE: The signature of this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. -4- QB\97865958. I SCHEDULE A $1,160,000 CITY OF OSHKOSH, WISCONSIN TAXABLE PRIVATE LSL REPLACEMENT LOAN PROGRAM REVENUE BONDS, SERIES 2025 Amount of Disburse- Date of Series of Principal Principal ment Disbursement Bonds Repaid Balance A-1 QB\97865958.1 SCHEDULE A (continued) PRINCIPAL REPAYMENT SCHEDULE Principal Date Amount May 1, 2028 $114,700.97 May 1, 2029 114,987.73 May 1, 2030 115,275.20 May 1, 2031 115,563.38 May 1, 2032 115,852.29 May 1, 2033 116,141.92 May 1, 2034 116,432.28 May 1, 2035 116,723.36 May 1, 2036 117,015.17 May 1, 2037 117,307.70 Ow QB\97865958.1