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HomeMy WebLinkAbout11-471 R E V I S E D OCTOBER 25, 2011 11-471 RESOLUTION (CARRIED__7-0____LOST________LAID OVER________WITHDRAWN________) PURPOSE: RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $6,510,000 AGGREGATE PRINCIPAL AMOUNT OF WATER SYSTEM REVENUE BONDS, SERIES 2011F, OF THE CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, AND PROVIDING FOR THE PAYMENT OF SAID REVENUE BONDS AND OTHER DETAILS AND CONVENANTS WITH RESPECT THERETO. INITIATED BY: FINANCE DEPARTMENT W, the City of Oshkosh, Winnebago County, Wisconsin (the “City”) now HEREAS owns and operates a municipal waterworks system; and W, it has been determined previously that the City shall construct, HEREAS extend, add to and improve said waterworks system, including without limitation the construction of water mains and improvements to the water treatment plant; and W, it has been determined previously that additions and improvements to HEREAS said waterworks system were necessary; and W, under the provisions of Chapter 66 of the Wisconsin Statutes, as HEREAS supplemented and amended (the “Statute”), any municipality (as therein defined) may, by action of its governing body, provide for constructing, extending, adding to and improving a public utility from the proceeds of obligations payable from the income and revenues derived from the operation of said utility and secured by a mortgage lien upon such utility; and W, the City has heretofore issued $3,945,000 aggregate principal HEREAS amount of Water Revenue Bonds, Series 1992, dated May 1, 1992, which bonds are no longer outstanding (the “Series 1992 Bonds”); and W, Resolution Number 92-195 duly adopted by the City Council of the HEREAS City on April 16, 1992, authorizing the issuance of the Series 1992 Bonds, by Section 16 thereof, authorizes the issuance of additional bonds on a parity with said Series 1992 Bonds upon compliance with certain conditions set out in said Section 16; and WHEREAS, the City has heretofore issued $3,960,000 aggregate principal amount of Refunding Water Revenue Bonds, Series 1996, dated January 1, 1996, which bonds are no longer outstanding (the "Series 1996 Bonds'); and WHEREAS, Resolution Number 95 -444 duly adopted by the City Council of the City on December 19, 1995, authorizing the issuance of the Series 1996 Bonds, by Section 10 thereof, authorizes the issuance of additional bonds on a parity with the Series 1992 Bonds and the Series 1996 Bonds upon compliance with certain conditions set out in said Section 10; and WHEREAS, the City has heretofore issued $12,020,000 aggregate principal amount of Water Revenue Bonds, Series 2001 -C, dated March 1, 2001, which bonds are no longer outstanding (the "Series 2001 -C Bonds'); and WHEREAS, Resolution Number 01 -076 duly adopted by the City Council of the City on February 13, 2001, authorizing the issuance of the Series 2001 -C Bonds, by Section 10 thereof, authorizes the issuance of additional bonds on a parity with the Series 1992 Bonds, the Series 1996 Bonds and the Series 2001 -C Bonds upon compliance with certain conditions set out in said Section 10; and WHEREAS, the City has heretofore issued $3,030,000 aggregate principal amount of Water Revenue Refunding Bonds, Series 2001 -D, dated December 1, 2001, which bonds are no longer outstanding (the "Series 2001 -D Bonds'); and WHEREAS, Resolution Number 01 -455 duly adopted by the City Council of the City on November 27, 2001, authorizing the issuance of the Series 2001 -D Bonds, by Section 10 thereof, authorizes the issuance of additional bonds on a parity with the Series 1992 Bonds, the Series 1996 Bonds, the Series 2001 -C Bonds and the Series 2001 -D Bonds upon compliance with certain conditions set out in said Section 10; and WHEREAS, the City has heretofore issued $2,065,000 aggregate principal amount of Water Refunding Revenue Bonds, Series 2003 -G, dated December 15, 2003, which bonds are now outstanding in the aggregate principal amount of $460,000 (the "Series 2003 -G Bonds'); and WHEREAS, Resolution Number 03 -420 duly adopted by the City Council of the City on October 14, 2003, authorizing the issuance of the Series 2003 -G Bonds, by Section 10 thereof, authorizes the issuance of additional bonds on a parity with the Series 1992 Bonds, the Series 1996 Bonds, the Series 2001 -C Bonds, the Series 2001 -D Bonds and the Series 2003 -G Bonds upon compliance with certain conditions set out in said Section 10; and WHEREAS, the City has heretofore issued $12,705,000 aggregate principal amount of Water Revenue Refunding Bonds, Series 2006 -E, dated December 15, -2- 2006, which bonds are now outstanding in the aggregate principal amount of $11,410,000 (the "Series 2006 -E Bonds'); and WHEREAS, Resolution Number 06 -366 duly adopted by the City Council of the City on December 12, 2006, authorizing the issuance of the Series 2006 -E Bonds, by Section 10 thereof, authorizes the issuance of additional bonds on a parity with the Series 1992 Bonds, the Series 1996 Bonds, the Series 2001 -C Bonds, the Series 2001 -D Bonds, the Series 2003 -G Bonds and the Series 2006 -E Bonds upon compliance with certain conditions set out in said Section 10; and WHEREAS, the City has heretofore issued $5,740,000 aggregate principal amount of Taxable Water Revenue Bonds, Series 2010F, dated October 14, 2010, which bonds are now outstanding in the aggregate principal amount of $5,740,000 (the "Series 201OF Bonds'); and WHEREAS, Resolution Number 10 -308 duly adopted by the City Council of the City on September 28, 2010, authorizing the issuance of the Series 2010F Bonds, by Section 10 thereof, authorizes the issuance of additional bonds on a parity with the Series 1992 Bonds, the Series 1996 Bonds, the Series 2001 -C Bonds, the Series 2001 -D Bonds, the Series 2003 -G Bonds, the Series 2006 -E Bonds and the Series 2010F Bonds upon compliance with certain conditions set out in said Section 10; and WHEREAS, no other bonds or obligations are outstanding payable on a parity or with a senior lien from the revenues of said municipal waterworks system; and WHEREAS, it is now necessary to issue additional bonds on a parity with the Series 2003 -G Bonds, the Series 2006 -E Bonds and the Series 2010F Bonds for the purpose of financing additions to, extensions of and improvements to said municipal waterworks system; and WHEREAS, all conditions required for the issuance of an additional series of parity bonds have been complied with or will have been complied with prior to the issuance of the bonds herein authorized; and WHEREAS, for the purpose of financing additions to, extensions of and improvements to said municipal waterworks system, it is now considered desirable to authorize and sell the Water System Revenue Bonds, Series 2011 F, of the City (the "Bonds'), payable solely from revenues to be derived from the operation of said municipal waterworks system, which bonds are to be authorized and issued pursuant to the provisions of the Statute, on a parity with the Series 2003 -G Bonds, the Series 2006 -E Bonds and the Series 2010F Bonds; and WHEREAS, the sale of said Bonds was advertised in The Bond Buyer on October 19, 2011; and -3- WHEREAS, pursuant to said advertisement aforesaid, sealed bids were received for the purchase of the Bonds until 11:00 A.M., C.T., on October 25, 2011, and are as follows: NAME OF BIDDER Morgan Stanley & Co., Incorporated Citigroup Global Markets, Inc. Robert W. Baird & Co., Incorporated Hutchinson, Shockey, Erley & Co. TRUE INTEREST RATE 3.4135 3.4776 3.7649 3.7907 and WHEREAS, the bid of Morgan Stanley & Co., Incorporated, of New York, New York, and associates at a price of $6,459,651.73, plus accrued interest to the date of delivery, was the best bid submitted, which bid is as follows: M BID FORM The Common Council October 25, 2011 City of Oshkosh, Wisconsin RE: $6,570,000* Water System Revenue Bonds, Series 2011F DATED: November 16, 2011 For all or none of the above Water Bonds, in accordance with the Notice of Sale and terms of the Global Book -Entry System as stated in this Prellminary Official Statement, we will pay you $6,518,992.00 (not less than $6,487,875) plus accrued interest to date of delivery for fully registered Water Bonds bearing interest rates and maturing in the stated years as follows: 2.00 % due 2013 3 % due 2020 3 .7 5 % due 2027 2.00 % due 2014 3.00 % due 2021 4 % due 2028 2.00 % due 2015 3.00 % due 2022 4.00 % due 2029 2.00 % due 2016 3 % due 2023 4.00 % due 2030 2.00 % due 2017 3.375 % due 2024 4.00 % due 2031 2.25 % due 2018 3. % due 2025 2.50 % due 2019 3.625 % due 2026 The City reserves the right to increase or decrease the amount of any individual maturity of the Water Bonds in increments of $5,000 on the day of sale. If individual maturities are increased or decreased, the purchase price proposed will be adjusted to maintain the same gross spread per 51,000. We enclose our good faith deposit in the amount of $131,400, to be held by you pending delivery and payment, Alternatively, we have provided a financial surety bond or haveiyircd our good faith deposit to the KlelnBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & Amcintes Good Faith Account No. 3208138, If our bid is not accepted, said deposit shall be promptly returned to us, If t_he good faith deposit is wired to such escrow account, Nye agree to the conditions and duties of Ehlers & Associates, Inc., as escrow holder of the good faith deposit, pursuant to the Preliminary Official Statement dated October 14, 2011. This bid is for prompt acceptance and is conditional upon deposit of said Water Bonds to The Depository Trust Company, New York, New York, in accordance with the Notice of Sale. Delivery is anticipated to be on or about November 16, 2011. This bid is subject to the City's agreement to enter into a written undertaking to provide continuing disclosure under Rule 1502 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in the Preliminary Official Statement for this Issue. We have received and reviewed the Preliminary Official Statement and have submitted our requests for additional information or corrections to the Final Official Statement. As Syndicate Manager, we agree to provide the City with the reoffering price of the Water Bonds within 24 hours of the bid acceptance. Account Mana er: MORGAN STANLEY & CO. INC. B Account Members: RAYMOND .TAMES & ASSOCIATES, INC. AND U.S. BANCORP INVESTMENTS, INC. Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in the award), the total dollar interest cost (including any discount or less any premium) computed from November 16, 2411 of the above bid is $2.159.390.03 and the true interest cost (TIC) is 3.41356 % . _ _____ __ ... _ _ -- ___ - ..____..___ The foregoing offer is hereby' accepted by and on behalf of the Common Council of the City of Oshkosh, Wisconsin, on October 25, 2011. B B Title: Title: *Subsequent to bid opening the issue size was decreased to $6,510,000. Adjusted Price - $6,459,651.73 Adjusted Net Interest Cost - $2,118,782.65 Adjusted TIC - 3.4038% NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Oshkosh, Winnebago County, Wisconsin, as follows: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: "Bond" or "Bonds" shall mean one or more of the $6,510,000 aggregate principal amount of Water System Revenue Bonds, Series 2011 F, of the City, dated the date of issuance thereof, authorized to be issued by this Resolution; "Bond Register" shall mean the books of the City kept by the Registrar to evidence the registration and transfer of the Bonds; "Current Expenses" shall mean the reasonable and necessary cost of operating, maintaining, administering and repairing the System, including water at wholesale, salaries, wages, cost of materials and supplies, insurance and audits, but shall exclude depreciation, debt service, tax equivalents, replacements and capital expenditures; "City" shall mean the City of Oshkosh, Winnebago County, Wisconsin, and any successor to the duties or functions of the City; "Fiscal Year" shall mean the twelve (12) month period beginning on January I of each year and ending on December 31 of the same year; "Governing Body" shall mean the City Council of the City, or such other body as may hereafter be the chief legislative body of the City; "Net Revenues" shall mean gross earnings of the System after the deduction of Current Expenses; "1992 resolution" shall mean the resolution duly adopted by the City Council of the City on April 16, 1992, authorizing the issuance of the Series 1992 Bonds and bonds ranking on a parity therewith; "1995 resolution" shall mean the resolution duly adopted by the City Council of the City on December 19, 1995, authorizing the issuance of the Series 1996 Bonds and bonds ranking on a parity therewith; "2001 -C resolution" shall mean the resolution duly adopted by the City Council of the City on February 13, 2001, authorizing the issuance of the Series 2001 -C Bonds and bonds ranking on a parity therewith; M "2001 -D resolution" shall mean the resolution duly adopted by the City Council of the City on November 27, 2001, authorizing the issuance of the Series 2001 -D Bonds and bonds ranking on a parity therewith; "2003 -G resolution" shall mean the resolution duly adopted by the City Council of the City on October 14, 2003, authorizing the issuance of the Series 2003 -G Bonds and bonds ranking on a parity therewith; "2006 -E resolution" shall mean the resolution duly adopted by the City Council of the City on December 12, 2006, authorizing the issuance of the Series 2010F Bonds and bonds ranking on a parity therewith; "2010F resolution" shall mean the resolution duly adopted by the City Council of the City on September 28, 2010, authorizing the issuance of the Series 2010F Bonds and bonds ranking on a parity therewith; "Original Purchaser" shall mean the purchaser of the Bonds from the City, as set out in Section 13 of this Resolution; "Outstanding Bonds" shall mean the Series 2003 -G Bonds, the Series 2006 -E Bonds and the Series 2010F Bonds; "Parity Bonds" shall mean bonds payable from the revenues of the System, other than the Bonds and the Outstanding Bonds, issued on a parity and equality with the Bonds and the Outstanding Bonds, pursuant to the restrictive provisions of Section 16 of the 1992 resolution; "Registrar" shall mean the City Treasurer of the City, or a successor designated as Registrar hereunder; "Resolution" shall mean this Resolution as adopted by the Governing Body of the City; "Series 1992 Bonds" shall mean the Water Revenue Bonds, Series 1992, of the City, dated May 1, 1992; "Series 1996 Bonds" shall mean the Refunding Water Revenue Bonds, Series 1996, of the City, dated January 1, 1996; "Series 2001 -C Bonds" shall mean the outstanding Water Revenue Bonds, Series 2001 -C, of the City, dated March 1, 2001; "Series 2001 -D Bonds" shall mean the outstanding Water Revenue Refunding Bonds, Series 2001 -D, of the City, dated December 1, 2001; -7- "Series 2003 -G Bonds" shall mean the outstanding Water Refunding Revenue Bonds, Series 2003 -G, of the City, dated November 1, 2003; "Series 2006 -E Bonds" shall mean the outstanding Water Revenue Refunding Bonds, Series 2006 -E, of the City, dated December 15, 2006; "Series 201OF Bonds" shall mean the outstanding Taxable Water Revenue Bonds, Series 201 OF, of the City, dated October 14, 2010; "Statute" means Chapter 66 of the Wisconsin Statutes, as supplemented and amended; and "System" shall mean the entire waterworks system of the City, including all waterworks property of every nature now or hereafter owned by the City, including all improvements and extensions thereto made by the City while any of the Bonds, the Outstanding Bonds and the Parity Bonds remain outstanding, including all real and personal property of every nature comprising part of or used or useful in connection with such waterworks system and including all appurtenances, contracts, leases, franchises and other intangibles. Section 2. Authorization, Purpose and Terms of Bonds. For the purpose of financing additions to, extensions of and improvements to the System, there shall be issued the Bonds of the City in the aggregate principal amount of $6,510,000. The Bonds shall be designated "Water System Revenue Bonds, Series 2011 F "; 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 serially on January I of each of the years 2013 to 2031, inclusive, and shall bear interest at rates per annum, as follows: In INTEREST INTEREST YEAR AMOUNT RATE YEAR AMOUNT RATE 2013 $375,000 2.00% 2023 $250,000 3.25% 2014 385,000 2.00 2024 255,000 3.375 2015 395,000 2.00 2025 265,000 3.50 2016 395,000 2.00 2026 275,000 3.625 2017 405,000 2.00 2027 285,000 3.75 2018 415,000 2.25 2028 295,000 4.00 2019 425,000 2.50 2029 310,000 4.00 2020 435,000 3.00 2030 320,000 4.00 2021 450,000 3.00 2031 335,000 4.00 2022 240,000 3.00 In 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 January and July of each year, commencing on July 1, 2012. Interest on each Bond shall be paid by check or draft of the Registrar to the person in whose name such Bond is registered at the close of business on the fifteenth day of the calendar month immediately preceding the applicable interest payment date. The principal of each Bond shall be payable in lawful money of the United States of America upon presentation and surrender of such Bond at the principal office of the Registrar in Oshkosh, Wisconsin. 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 thereof. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Bonds shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Registrar as authenticating agent of the City and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until such certificate of authentication shall have been duly executed by the Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Resolution. The certificate of authentication on any Bond shall be deemed to have been executed by the Registrar if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued under this Resolution. Section 5. Registration of Bonds, Persons Treated as Owners. The City shall cause books (the "Bond Register) for the registration and for the transfer of the Bonds as provided in this Resolution to be kept at the principal office of the Registrar, which is hereby constituted and appointed the registrar of the City with respect to the Bonds herein authorized. Upon surrender for transfer of any Bond at the principal office of the Registrar duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar duly executed by, the registered owner or his 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 series, maturity and interest rate of authorized W 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 series, maturity and interest rate of other authorized denominations. The execution by the City of any fully registered Bond shall constitute full and due authorization of such Bond, and the Registrar shall thereby be authorized to authenticate, date and deliver such Bond. The Registrar shall not be required to transfer or exchange any Bond during the period of fifteen (15) days next preceding any interest payment date on such Bond, nor to transfer or exchange any Bond after notice calling such Bond for redemption prior to maturity has been mailed nor during the period of fifteen (15) days next preceding mailing of a notice of redemption of any Bonds. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of Bonds, but the City or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds, except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redemption. The City and /or the Registrar may enter into an agreement with a securities depository registered under Section 17A of the Securities Exchange Act of 1934, as amended (the "Securities Depository'), including without limitation The Depository Trust Company, which is the record owner of the Bonds, to establish procedures with respect to Bonds owned by such Securities Depository. Such agreement may impose additional requirements on the Registrar with respect to the Bonds. Section 6. Prior Redemption. Bonds maturing on and after January 1, 2020, 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 January 1, 2019, 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 shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. At least forty -five (45) days prior to the date fixed for an optional redemption (unless a shorter notice shall be satisfactory to the Registrar), the City shall notify the Registrar of such date fixed for redemption and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to -10- be redeemed shall be selected by the Registrar from the outstanding Bonds by such method as the Registrar shall deem fair and appropriate, and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. The Registrar shall promptly notify the City in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the certificate number and the principal amount thereof to be redeemed. Section 7. Redemption Procedure. Unless waived by any owner of 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, postage prepaid, at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Registrar. All notices of redemption shall state: (1) the date fixed for redemption, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification, including CUSIP numbers (and, in the case of partial redemption, the respective principal amounts and certificate numbers) of the Bonds to be redeemed, (4) that on the date fixed for redemption the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (5) the place where such Bonds are to be surrendered for payment of the redemption price including a contact person and telephone number, which place of payment shall be the principal office of the Registrar. Prior to any date fixed for redemption, the City shall deposit with the Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. With respect to an optional redemption of any Bonds, unless moneys sufficient to pay the principal of and interest on the Bonds to be redeemed shall have been received by the Registrar prior to the giving of such notice of redemption, such notice may, at the option of the City, state that said redemption shall be conditional upon the receipt of such moneys by the Registrar on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Registrar -11- shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the date fixed for redemption, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar at the redemption price. Installments of interest due on or prior to the date fixed for redemption shall be payable as herein provided for the payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same maturity in the amount of the unpaid principal. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar, and shall not be reissued. In addition to the redemption notice required above, unless all of the Bonds are registered tone owner, further notice of redemption (the "Additional Redemption Notice') shall be given by the Registrar as set forth below, but no defect in the Additional Redemption Notice nor any failure to give all or any portion of the Additional Redemption Notice shall in any manner affect the effectiveness of a call for redemption if notice thereof is given as prescribed above. Each Additional Redemption Notice given hereunder shall contain the information required above, plus (i) the date such notice required above has been or will be mailed; (ii) the date of issuance of the Bonds being redeemed, as originally issued; (iii) the maturity date of each Bond (or portion thereof) to be redeemed; and (iv) any other descriptive information needed to identify accurately the Bonds being redeemed prior to maturity. Each Additional Redemption Notice shall be sent at least thirty (30) days before the date fixed for redemption by legible facsimile transmission, registered or certified mail (postage prepaid) or overnight delivery service to The Depository Trust Company of New York, New York, and to at least two (2) national information services that disseminate notices of redemption of obligations such as the Bonds. Section 8. Payable Solely from Revenues. The Bonds, the Outstanding Bonds and any Parity Bonds, together with premium (if any) and interest thereon, shall be payable only out of the Water Utility Special Redemption Fund as hereinafter provided, and shall be a valid claim of the owners thereof only against the Water Utility Special Redemption Fund and from the revenues pledged to such fund, and on a parity with the Outstanding Bonds; and sufficient revenues are hereby pledged to the Water Utility Special Redemption Fund, and shall be used for no purpose other than to pay the principal of, premium (if any) and interest on the Bonds, the Outstanding Bonds and any Parity Bonds as the same fall due. -12- 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: -13- (FORM OF BOND) UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH No. RATE OF INTEREST WATER SYSTEM REVENUE BOND, SERIES 2011 F MATURITY DATE DATED DATE \J CUSIP NUMBER January 1, REGISTERED OWNER: PRINCIPAL AMOUNT: November 2011 KNOW ALL MEN BY THESE PRESENTS: That the City of Oshkosh, in the County of Winnebago and the State of Wisconsin (the "City'), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner hereinabove identified, or registered assigns as hereinafter provided, on the Maturity Date hereinabove identified, solely from the revenues hereinafter specified, the Principal Amount hereinabove identified and from the same source to pay interest (computed on the basis of a 360 -day year consisting of twelve 30 -day months) on such principal amount from the date of this Bond or from the most recent interest payment date to which interest has been paid at the Rate of Interest per annum hereinabove identified on January 1 and July 1 of each year, commencing on July 1, 2012, 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 principal office of the City Treasurer of the City in Oshkosh, Wisconsin, as registrar and paying agent (the "Registrar'). Payment of each installment of interest shall be made to the Registered Owner hereof who shall appear on the registration books of the City maintained by the Registrar at the close of business on the fifteenth day of the calendar month next preceding the applicable interest payment date, and shall be paid by check or draft of the Registrar mailed to such Registered Owner at his address as it appears on such -14- 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 waterworks system owned and operated by the City has been pledged to and will be set aside into a special fund for the payment of the principal of and interest on this Bond. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF the City of Oshkosh, Winnebago County, Wisconsin, by its City Council, has caused this Bond to be executed with the duly authorized manual or facsimile signature of its City Manager and with the duly authorized manual or facsimile signature of its City Clerk and its official seal or a facsimile thereof to be impressed or reproduced hereon, as of the Dated Date hereinabove identified. City Clerk [SEAL] CERTIFICATE OF AUTHENTICATION City Manager This Bond is one of the Bonds described in the within mentioned Resolution, and is one of the Water System Revenue Bonds, Series 2011 F, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: .20 :r City Treasurer -15- [FORM OF BOND - REVERSE SIDE] This Bond is one of an authorized issue of Water System Revenue Bonds, Series 2011 F, of like date, aggregating the principal amount of $6,510,000 (the "Bonds') and issued to pay the cost of financing additions to, extensions of and improvements to the waterworks system of the City, pursuant to Article XI, Section 3 of the Wisconsin Constitution and Section 66.0621, Wisconsin Statutes, as supplemented and amended, and is payable, together with certain outstanding Water Refunding Revenue Bonds, Series 2003 -G (the "Series 2003 -G Bonds'), certain outstanding Water Revenue Refunding Bonds, Series 2006 -E (the "Series 2006 -E Bonds') and certain outstanding Taxable Water Revenue Bonds, Series 201 OF (the "Series 201OF Bonds') (collectively, the "outstanding bonds'), only from the income and revenues to be derived from the operation of said waterworks system of the City, which income and revenues have been set aside as a special fund for that purpose and identified as the "Water Utility Special Redemption Fund ". This Bond is issued pursuant to resolutions, adopted on April 16, 1992, December 19, 1995, February 13, 2001, November 27, 2001, October 14, 2003, December 12, 2006, September 28, 2010, and October 25, 2011, by the City Council of the City, and does not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation or provision. Reference is hereby made to said resolutions for a more complete statement of the revenues from which and conditions under which this Bond is payable, a statement of the conditions on which obligations may hereafter be issued on a parity with this Bond, and the general covenants and provisions pursuant to which this Bond has been issued. Bonds of the issue of which this Bond is one maturing on and after January 1, 2020, 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 January 1, 2019, 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. 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 redemption may be conditional as provided in the authorizing resolution. When so called for redemption, this Bond, or the portion thereof being so called for redemption, will cease to bear interest on the specified redemption date, provided funds for redemption are on deposit at the place of payment at that time, and shall not be deemed to be outstanding. This Bond is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing at the principal office of the Registrar in Oshkosh, -16- Wisconsin, 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 principal 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) TEN ENT- as tenants by the entirety JT TEN- as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts /Trans to Minors Act (State) Additional abbreviations may also be used though not listed above. -17- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint its successor as Registrar to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Section 10. Application of Certain Provisions of the 1992 Resolution. The Bonds shall be issued in compliance with and under authority of the provisions of the 1992 resolution, the 1995 resolution, the 2001 -C resolution, the 2001 -D resolution, the 2003 - G resolution, the 2006 -E resolution and the 201OF resolution so as to be on a parity with the Outstanding Bonds. All of the provisions of Sections 12, 13, 14, 15, 16, 17, 18, 21 and 24 of the 1992 resolution, Section 10 of the 1995 resolution, Section 10 of the 2001 -C resolution, Section 10 of the 2001 -D resolution, Section 10 of the Series 2003- 2 resolution, Section 10 of the 2006 -E resolution and Section 10 of the 201OF resolution shall be applicable to the Bonds as if said provisions were set out in full in this Resolution, and such provisions shall continue to be so applicable until all of the Bonds shall have been retired both as to principal and interest. It is hereby determined that the present and future requirements of all funds and accounts under the 1992 resolution shall be determined from time to time by the City Council of the City in accordance with prudent public utility management practices and further provided, that money in the Water Utility Revenue Fund shall be deposited in the Water Utility Special Redemption Fund in amounts at all times sufficient to provide INN for the payment when due of the principal of, premium (if any) and interest on the Bonds, the Outstanding Bonds and the Parity Bonds. It is the express intent and determination of this Governing Body that the amount of money to be deposited in the Water Utility Special Redemption Fund shall in any event be sufficient to pay the interest on the Bonds, the Outstanding Bonds and the Parity Bonds as the same accrues and to retire such bonds at maturity, and to provide the monthly amounts payable into the Reserve Account, notwithstanding the distribution of revenues herein allotted to such fund in the manner above provided. Section 11. Prior Lien Bonds Parity Bonds. The City will issue no bonds or obligations of any kind or nature payable from or enjoying a lien on the revenues or the property of the System having a priority over the Bonds, but may issue Parity Bonds on the terms and conditions set out in Section 16 of the 1992 resolution. Section 12. Sale of Bonds. The sale of the Bonds, to Morgan Stanley & Co., Incorporated, of New York, New York, at a price of $6,459,651.73 and accrued interest to the date of delivery is hereby confirmed, the same being the best bid submitted. The City Treasurer of the City is hereby authorized to deliver the Bonds to said purchasers (or their designees) upon payment of the purchase price. Section 13. Disposition of Bond Proceeds, Tax Exemption, No Arbitrage, Bonds to Remain in Registered Form; Reimbursement. The proceeds from the sale of the Bonds shall be disbursed as follows and not otherwise: (a) Accrued interest on the Bonds, if any, shall be deposited in the Interest and Principal Account of the Water Utility Special Redemption Fund. (b) 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 City Treasurer /Finance Director 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 -19- certain actions (including the payment of certain amounts to the United States of America) or which may prohibit certain actions (including the establishment of certain funds) under certain conditions as specified in such Tax Exemption Certificate. The City further recognizes that Section 149(a) of the Code requires the Bonds to be issued and to remain in fully registered form in order that the interest on the Bonds continue to be excludible from the gross income of the owners thereof for Federal income tax purposes under laws in force at the time the Bonds are delivered. In this connection, the City agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. Section 14. Duties of Registrar. If requested by the Registrar, the City Manager of the Issuer is authorized to execute, and the City Clerk of the City is authorized to attest, and said City Manager and City Clerk are hereby authorized to deliver, the Registrar's standard form of agreement between the City and the Registrar with respect to the obligations and duties of the Registrar hereunder which shall include the following: (a) to act as Registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to give notice of redemption of Bonds as provided herein; (c) to cancel and destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (d) to furnish the City at least annually a certificate of destruction with respect to Bonds cancelled and destroyed; and (e) to furnish the City at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. 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. -20- In case the Registrar shall be removed, or 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. Section 15. Equality of Lien. All of the Bonds, regardless of the installment of which they are a part and regardless of the dates of their issuance or delivery, together with the Outstanding Bonds, shall be secured equally by a pledge of the Water Utility Special Redemption Fund and the revenues allocated to such fund. Section 16. Resolution a Contract; Remedies of Owners of Bonds. The provisions of this Resolution shall constitute a contract between the City and the owner or owners of the Bonds and after the issuance of any of the Bonds, except as provided in Section 18 of the 1992 resolution, providing for modification, no change or alteration of any kind in the provisions of this Resolution may be made until all of the Bonds shall have been paid in full as to both principal and interest, except for recomputation as provided in Section 10 of the 1995 resolution, Section 10 of the 2001 -C resolution, Section 10 of the 2001 -D resolution, Section 10 of the 2003 -G resolution, Section 10 of the 2006 -E resolution and Section 10 of the 2010F resolution. The owners of any of the Bonds shall have the right in addition to all other rights, by mandamus or other suit or action in any court of competent jurisdiction, to enforce his or their rights against the City, the Governing Body and any other authorized body to fix and collect rates and charges fully adequate to carry out all of the provisions and agreements contained in this Resolution, and for the appointment of a receiver for the 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 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 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 -21- owner of any Bond to seek mandamus or specific performance by court order, to cause the City to comply with its obligations under the Continuing Disclosure Undertaking. Section 18. Other Documents. The City Manager, the City Clerk, the Director of Finance and the City Treasurer of the City and all other officers of the City are hereby authorized to execute all documents and certificates and to take all such actions as may be necessary in connection with the authorization issuance, sale and delivery of the Bonds and the performance of the obligations of the City hereunder and to carry out and comply with the terms of this Resolution. 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 19. Severability of Invalid Provisions. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining sections, paragraphs and provisions of this Resolution. Section 20. Conflicting Ordinances, Resolutions and Orders Superseded. All ordinances, resolutions or orders, or parts thereof, heretofore enacted, adopted or entered, in conflict with the provisions of this Resolution shall be, and the same are hereby, superseded to the extent of such conflict, and this Resolution shall be in effect from and after its passage. Adopted October 25, 2011 Approved October 25, 2011 Recorded October 25, 2011 /s/ Burk Tower Mayor /s/ Pamela R. U City Clerk -22-