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HomeMy WebLinkAbout15. 13-477 OCTOBER22,2013 13-477 RESOLUTION (CARRIED__6-0__LOST_______LAID OVER________WITHDRAWN_______) PURPOSE: RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF SEWER SYSTEM REVENUE BONDS, SERIES 2013D, OF THE CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $4,315,000, PROVIDING DETAILS, PRESCRIBING THE FORM OF BOND, AND PROVIDING FOR THE PAYMENT OF SAID REVENUE BONDS AND OTHER DETAILS AND COVENANTS WITH RESPECT THERETO INITIATED BY: CITY ADMINISTRATION W, pursuant to the Constitution and the laws of the State of Wisconsin, HEREAS and particularly Section 66.0621, Wisconsin Statutes, as supplemented and amended, Wisconsin cities conducting a revenue producing facility or enterprise are permitted to issue revenue bonds to finance the purchase, acquisition, construction, extension, addition, improvement, conduct, control, operation and management of such a revenue producing facility or enterprise having a maturity not in excess of forty (40) years; and W, Section 66.0621(1)(b), Wisconsin Statutes, as supplemented and HEREAS amended, provides that a “public utility” means any revenue producing facility or enterprise owned by a municipality and operated for a public purpose or undertaken by a municipality, as defined in Section 67.04(1)(b), Wisconsin Statutes, as supplemented and amended; and W, pursuant to the Constitution and the laws of the State of Wisconsin, HEREAS and particularly Section 66.0621, Wisconsin Statutes, as supplemented and amended, the City of Oshkosh, Winnebago County, Wisconsin (the “City”) owns and operates a sewerage system which is a “public utility” as aforesaid, and has now determined that it is necessary and desirable to issue its revenue bonds to finance the construction, the extension, the addition to and the improvement of said sewerage system; and W, the City has previously authorized the issuance of $2,994,450 HEREAS Sewerage System Revenue Bonds, Series 1993 (the “Series 1993 Bonds”), which are no longer outstanding, $18,388,072 Sewerage System Revenue Bonds, Series 1995 (the “Series 1995 Bonds”), $3,568,112 Sewerage System Revenue Bonds, Series 1999 (the “Series 1999 Bonds”), and $3,425,850 Sewerage System Revenue Bonds, Series 2004 (the “Series 2004 Bonds” and, together with the Series 1993 Bonds, the Series 2004 (the "Series 2004 Bonds" and, together with the Series 1993 Bonds, the Series 1995 Bonds and the Series 1999 Bonds, the "Prior Bonds'), pursuant to Resolution No. 93-115 duly adopted by the City Council of the City on April 1, 1993 (the "1993 Bond Resolution'), Resolution No. 95-85 duly adopted by the City Council of the City on March 14, 1995 (the "1995 Bond Resolution'), Resolution No. 99-289 duly adopted by the City Council of the City on July 13, 1999 (the "1999 Bond Resolution') and Resolution No. 04-148 duly adopted by the City Council of the City on May 11, 2004 (the "2004 Bond Resolution'); and WHEREAS, Prior Bonds in the amount of $1,322,354, $1,136,236, and $2,073,287, respectively, are currently outstanding; and WHEREAS, the City has also heretofore issued $4,890,000 aggregate principal amount of Taxable Sewer System Revenue Bonds, Series 2010G, dated October 14, 2010, which bonds are outstanding in the aggregate principal amount of $4,365,000 (the "Series 2010G Bonds'), $8,290,000 aggregate principal amount of Sewer System Revenue Bonds, Series 2011E, dated November 16, 2011, which bonds are outstanding in the aggregate principal amount of $340,000 (the "Series 2011E Bonds') and $6,270,000 aggregate principal amount of Sewer System Revenue Bonds, Series 2012E, dated November 16, 2012, which bonds are outstanding in the aggregate principal amount of $5,985,000 (the "Series 2012E Bonds'); and WHEREAS, Resolution Number 10-309 duly adopted by the City Council of the City on September 28, 2010, authorizing the issuance of the Series 2010G Bonds, by Section 15 thereof, authorizes the issuance of additional bonds on a parity with said Series 2010G Bonds, the Series 2011E Bonds, the Series 2012E Bonds and the Prior Bonds upon compliance with certain conditions set out in said Section 15; and WHEREAS, no other bonds or obligations are outstanding payable on a parity or with a senior lien from the revenues of said municipal sewerage system; and WHEREAS, it is now necessary to issue additional bonds on a parity with the Series 2010G Bonds, the Series 2011E Bonds, the Series 2012E Bonds and the Prior Bonds for the purpose of financing additions to, extensions of and improvements to said municipal sewerage 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 revenue bonds herein authorized; and WHEREAS, for the purpose of financing additions to, extensions of and improvements to said municipal sewerage system, it is now considered desirable to authorize and sell the Sewer System Revenue Bonds, Series 2013D, of the City (the "Bonds'), payable solely from revenues to be derived from the operation of said municipal sewerage system, which bonds are to be authorized and issued pursuant to -2- the provisions of the Statute, on a parity with the Series 2010G Bonds, the Series 2011E Bonds, the Series 2012E Bonds and the Prior Bonds; and WHEREAS, the sale of said Bonds will be advertised in The Bond Buyer prior to the sale of the Bonds; and WHEREAS, it is now necessary that said bonds be sold and issued for the public purpose aforesaid in an aggregate principal amount not to exceed $4,315,000; 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 Sewer System Revenue Bonds, Series 2013D, of the City, dated the date of issuance thereof, authorized to be issued by this Resolution; "Bond Order" means the Bond Order executed by the City Manager of the City, approving the terms of sale of the Bonds, as provided for in Section 2 of this Resolution. "Bond Register" shall mean the books of the City kept by the Registrar to evidence the registration and transfer of the Bonds; "City" shall mean the City of Oshkosh, Winnebago County, Wisconsin, and any successor to the duties or functions of the City; "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 Operation and Maintenance Expenses; "1993 resolution" shall mean the resolution duly adopted by the City Council of the City on April 1, 1993, authorizing the issuance of the Series 1993 Bonds and bonds ranking on a parity therewith; "1995 resolution" shall mean the resolution duly adopted by the City Council of the City on March 14, 1995, authorizing the issuance of the Series 1995 Bonds and bonds ranking on a parity therewith; -3- "1999 resolution" shall mean the resolution duly adopted by the City Council of the City on July 13, 1999, authorizing the issuance of the Series 1999 Bonds and bonds ranking on a parity therewith; "2004 resolution" shall mean the resolution duly adopted by the City Council of the City on May 11, 2004, authorizing the issuance of the Series 2004 Bonds and bonds ranking on a parity therewith; "2010G resolution" shall mean the resolution duly adopted by the City Council of the City on September 28, 2010, authorizing the issuance of the Series 2010G Bonds and bonds ranking on a parity therewith; "2011E resolution" shall mean the resolution duly adopted by the City Council of the City on October 25, 2011, authorizing the issuance of the Series 2011E Bonds and bonds ranking on a parity therewith; "2012E resolution" shall mean the resolution duly adopted by the City Council of the City on October 25, 2011, authorizing the issuance of the Series 2012E Bonds and bonds ranking on a parity therewith; "Operation and Maintenance Expenses" shall mean salaries, wages, cost of material and supplies, including routine repairs and renewals, management fees paid to third parties, insurance and such other reasonable current expenses as shall be determined in accordance with generally accepted accounting principles, but excluding the costs of capital expenditures, replacements, depreciation, debt service, debt service reserves (including repayments with respect thereto), special assessments or payments of or in lieu of property taxes. "Original Purchaser"shall mean the purchaser of the Bonds from the City, as set out in Section 12 of this Resolution; "Outstanding Bonds" shall mean the Series 2010G Bonds, the Series 2011E Bonds, the Series 2012E and the Prior 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 15 of the 2010G resolution; "Prior Bonds"shall mean the Series 1993 Bonds, the Series 1995 Bonds, the Series 1999 Bonds and the Series 2004 Bonds. "Registrar" shall mean the City Treasurer of the City, or a successor designated as Registrar hereunder; -4- "Resolution" shall mean this Resolution as adopted by the Governing Body of the City; "Series 1993 Bonds" shall mean the Sewerage System Revenue Bonds, Series 1993, of the City; "Series 1995 Bonds" shall mean the outstanding Sewerage System Revenue Bonds, Series 1995, of the City; "Series 1999 Bonds" shall mean the outstanding Sewerage System Revenue Bonds, Series 1999, of the City; "Series 2004 Bonds" shall mean the outstanding Sewerage System Revenue Bonds, Series 2004, of the City; "Series 2010G Bonds"shall mean the outstanding Taxable Sewer System Revenue Bonds, Series 2010G, of the City; "Series 2011E Bonds" shall mean the outstanding Sewer System Revenue Bonds, Series 2011E, of the City; "Series 2012E Bonds" shall mean the outstanding Sewer System Revenue Bonds, Series 2012E, of the City; "Statute" shall mean Chapter 66 of the Wisconsin Statutes, as supplemented and amended; and "System" shall mean the entire sewerage system of the City, except as otherwise herein provided, including all real and personal property of every nature now or hereafter owned by the City, comprising part of or used or useful in connection with such sewerage system and designated by the City as being for sewerage purposes, specifically including the Project and including all property of every nature now or hereafter owned by the City for the collection, transmission, treatment and disposal of domestic and industrial sewage and waste, including all improvements thereto and extensions thereof, located within or outside of the City, while any of the Bonds remain outstanding, including all appurtenances, contracts, leases, franchises and other intangibles. 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 not to exceed $4,315,000. The Bonds shall be designated "Sewer System Revenue Bonds, Series 2013D"; 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 -5- any integral multiple thereof (but no single Bond shall represent installments of principal maturing on more than one date); and shall be lettered R and numbered consecutively starting with the number one. The Bonds shall mature on May I of each of the years as follows: YEAR AMOUNT YEAR AMOUNT 2014 $210,000 2024 $180,000 2015 195,000 2025 185,000 2016 200,000 2026 195,000 2017 200,000 2027 205,000 2018 205,000 2028 210,000 2019 210,000 2029 220,000 2020 210,000 2030 235,000 2021 220,000 2031 245,000 2022 225,000 2032 255,000 2023 240,000 2033 270,000 The Bonds shall bear interest at such rate or rates not to exceed five percent (5.00%) per annum, and the true interest cost with respect to the Bonds shall not exceed four and one-half percent (4.50%) per annum. Subsequent to the sale of the Bonds, the City Manager of the City shall file in the office of the City Clerk of the City a Bond Order directed to the City Council of the City, setting forth the terms of sale, the aggregate principal amount of Bonds sold, the aggregate principal amount of the Bonds maturing each year (which may be increased or decreased by not more than $50,000 each year from the schedule set forth above, provided, that mandatory sinking fund redemptions shall be treated as maturities for this purpose), the interest rate or rates to be borne by the Bonds sold (which shall not exceed five percent (5.00%) per annum), and the redemption (including mandatory sinking fund redemption) provisions of the Bonds, and thereafter the Bonds so sold shall be duly prepared and executed in the form and manner set forth herein and delivered to the best bidder in accordance with the terms of sale. The City deems it proper to delegate to the City Manager of the City the power to approve any and all changes as he or she shall, on behalf of the City, determine, subject to the limitations of this Resolution. It is hereby found and declared that the above schedule of maturities of the Bonds (as modified in the Bond Order) is conducive to the lowest net interest cost to the City and prudent municipal utility management. Section 3. Interest; Payment Provisions. The Bonds shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, at the rates set out above, such interest (computed upon the basis of a 360-day year consisting of twelve 30-day months) being payable on the first days of May and November of each year, commencing on May 1, 2014. 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 -6- Bond shall be payable in lawful money of the United States of America upon presentation and surrender of such Bond at the designated office of the Registrar. Section 4. Execution; Authentication. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the City Manager of the City and with the manual or facsimile signature of the City Clerk of the City, and sealed with the official seal of the City or a printed facsimile 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 designated office of the Registrar, which is hereby constituted and appointed the registrar of the City with respect to the Bonds herein authorized. Upon surrender for transfer of any Bond at the designated office of the Registrar duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar duly executed by, the registered owner 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 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. -7- 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 May 1, 2024, shall be subject to redemption prior to maturity at the option of the City as a whole, or in part in such order of maturity as the City may determine (less than all of the Bonds of a single maturity to be selected by the Registrar as hereinafter provided), on May 1, 2023, 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 may be subject to mandatory sinking fund redemption in part by lot in such manner as shall be designated by the Bond Registrar, on May 1 of the years, at a redemption price of 100% of the principal amount thereof being redeemed (unless any such principal amount shall have been reduced as provided below by reason of the earlier redemption of such Bonds), as shall be set forth in the Bond Order. If the Bonds maturing on such date shall have been called for redemption in part from a source other than from a mandatory sinking fund redemption, then the amount of the remaining annual sinking fund installments (including the final maturity amount) shall be reduced in such order as shall be specified by the Issuer. 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 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 -8- 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 designated office of the Registrar. Prior to any date fixed for redemption, the City shall deposit with the Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. With respect to an optional redemption of any Bonds, unless moneys sufficient to pay the principal of and interest on the Bonds to be redeemed shall have been received by the Registrar prior to the giving of such notice of redemption, such notice may, at the option of the City, state that said redemption shall be conditional upon the receipt of such moneys by the Registrar on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Registrar shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. -9- 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 outstanding Bonds are registered to one registered owner, further notice of redemption (the "Additional Redemption Notice') shall be given by the Registrar as set forth below, but no defect in the Additional Redemption Notice nor any failure to give all or any portion of the Additional Redemption Notice shall in any manner affect the effectiveness of a call for redemption if notice thereof is given as prescribed above. Each Additional Redemption Notice given hereunder shall contain the information required above, plus (i) the date such notice required above has been or will be mailed; (ii) the date of issuance of the Bonds being redeemed, as originally issued; (iii) the maturity date of each Bond (or portion thereof) to be redeemed; and (iv) any other descriptive information needed to identify accurately the Bonds being redeemed prior to maturity. Each Additional Redemption Notice shall be sent at least thirty (30) days before the date fixed for redemption by legible facsimile transmission, registered or certified mail (postage prepaid) or overnight delivery service to The Depository Trust Company of New York, New York, and to at least two (2) national information services that disseminate notices of redemption of obligations such as the Bonds. Section 8. Payable Solely from Net 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 Special Redemption Fund as hereinafter provided, and shall be a valid claim of the owners thereof only against the 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 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. 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: -10- (FORM OF BOND) UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH SEWER SYSTEM REVENUE BOND, SERIES 2013D NO. $ RATE OF INTEREST MATURITY DATE DATED DATE CUSIP NUMBER May 1, _, 2013 REGISTERED OWNER: PRINCIPAL AMOUNT: KNOW ALL MEN BY THESE PRESENTS: That the City of Oshkosh, in the County of Winnebago and the State of Wisconsin (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner hereinabove identified, or registered assigns as hereinafter provided, on the Maturity Date hereinabove identified, solely from the revenues hereinafter specified, the Principal Amount hereinabove identified and from the same source to pay interest (computed on the basis of a 360-day year consisting of twelve 30-day months) on such Principal Amount from the date of this Bond or from the most recent interest payment date to which interest has been paid at the Rate of Interest per annum hereinabove identified on May 1 and November 1 of each year, commencing on May 1, 2014, until said Principal Amount is paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be and become applicable to this Bond. The principal of this Bond is payable in lawful money of the United States of America only upon presentation and surrender of this Bond at the designated office of the City Treasurer of the City, as registrar and paying agent, or any successor thereto (the "Registrar'. Payment of each installment of interest shall be made to the Registered Owner hereof who shall appear on the registration books of the City maintained by the Registrar at the close of business on the fifteenth day of the calendar month next preceding the applicable interest payment date, and shall be paid by check or draft of the Registrar mailed to such Registered Owner at his address as it appears -11- on such registration books or at such other address as may be furnished in writing by such Registered Owner to the Registrar. Reference is hereby made to the further provisions of this Bond set forth on the reverse side hereof, and such further provisions shall for all purposes have the same effect as if set forth on the front side of this Bond. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist, happen and be performed precedent to and in the issuance of this Bond have been done, have existed, have happened and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Wisconsin, and that sufficient of the income and revenues to be received by the City from the operation of the sewerage 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 City Manager [SEAL] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Resolution, and is one of the Sewer System Revenue Bonds, Series 2013D, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: , 20 By City Treasurer -12- [FORM OF BOND- REVERSE SIDE] This Bond is one of an authorized issue of Sewer System Revenue Bonds, Series 2013D, of like date, aggregating the principal amount of $ (the "Bonds') and issued to pay the cost of financing additions to, extensions of and improvements to the sewerage 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 Sewerage System Revenue Bonds, Series 1995 (the "Series 1995 Bonds'), certain outstanding Sewerage System Revenue Bonds, Series 1999 (the "Series 1999 Bonds'), certain outstanding Sewerage System Revenue Bonds, Series 2004 (the "Series 2004 Bonds'), certain outstanding Taxable Sewer System Revenue Bonds, Series 2010G (the "Series 2010G Bonds'), certain outstanding Sewer System Revenue Bonds, Series 2011E (the "Series 2011E Bonds') and certain outstanding Sewer System Revenue Bonds, Series 2012E (the "Series 2012E Bonds') (collectively, the "outstanding bonds'), only from the income and revenues to be derived from the operation of said sewerage system of the City, which income and revenues have been set aside as a special fund for that purpose and identified as the "Sewer Utility Special Redemption Fund." This Bond is issued pursuant to resolutions, adopted on September 28, 2010, October 25, 2011, October 23, 2012, and October 22, 2013, 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 May 1, 2024, are subject to redemption prior to maturity at the option of the City as a whole, or in part in such order of maturity as the City shall specify (in integral multiples of $5,000, less than all the Bonds of a single maturity to be selected by the Registrar in such manner as it shall deem fair and appropriate) on May 1, 2023, and on any date thereafter, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption. [The Bonds maturing on May 1, 20_, are subject to mandatory sinking fund redemption in part by lot in such manner as shall be designated by the Bond Registrar, on May 1 of the years and in the principal amounts at a redemption price of 100% of the principal amount thereof being redeemed (unless any such principal amount shall have been reduced as provided below and in the Resolution by reason of the earlier redemption of such Bonds), as follows: -13- PRINCIPAL YEAR AMOUNT If the Bonds maturing on such date shall have been called for redemption in part from a source other than from a mandatory sinking fund redemption, then the amount of the remaining annual sinking fund installments (including the final maturity amount) shall be reduced in the manner provided in the Resolution.] 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 designated office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing resolution, and upon surrender and cancellation of this Bond. Upon such transfer, a new Bond or Bonds of authorized denominations of the same maturity and interest rate and for the same aggregate principal amount will be issued to the transferee in exchange for this Bond. The Bonds are issuable in fully registered form in the denomination of $5,000 each or integral multiples thereof. This Bond may be exchanged at the 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. -14- * * * The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common UNIF GIFT/TRANS MIN ACT- Custodian (Cust) (Minor) TEN ENT- as tenants by the entirety under Uniform Gifts/Trans to Minors JT TEN- as joint tenants with right Act of survivorship and not (State) as tenants in common Additional abbreviations may also be used though not listed above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint 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 -15- substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Section 10. Application of Certain Provisions of the 2010G Resolution. The Bonds shall be issued in compliance with and under authority of the provisions of the 2010G resolution, the 2011E resolution and the 2012E resolution, so as to be on a parity with the Outstanding Bonds. All of the provisions of Sections 12, 13, 14, 15, 16, 17, 20 and 23 of the 2010G resolution, Section 10 of the 2011E resolution and Section 10 of the 2012E 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 2010G 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 Sewer Utility Revenue Fund shall be deposited in the Special Redemption Fund in amounts at all times sufficient to provide for the payment when due of the principal of, premium (if any) and interest on the Bonds, the 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 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 the Bonds, the Outstanding Bonds and the Parity Bonds at maturity, and to provide the monthly amounts payable into the Reserve Account, notwithstanding the distribution of revenues herein allotted to such fund in the manner above provided. Section 11. Prior Lien Bonds; Parity Bonds. The City will issue no bonds or obligations of any kind or nature payable from or enjoying a lien on the revenues or the property of the System having a priority over the Bonds, but may issue Parity Bonds on the terms and conditions set out in Section 15 of the 2010G resolution. Section 12. Sale of Bonds. The Bonds shall be sold to the best bidder at a purchase price not less than 98.5% of the principal amount thereof and not more than 104% of the principal amount thereof, plus accrued interest to the date of delivery, is hereby approved (such bidder and such purchase price to be set forth in the Bond Order). The City Treasurer/Finance Director of the City is hereby authorized to deliver the Bonds to said purchasers (or their designees) upon payment of the purchase price. For purposes of this Resolution any reference to the City Treasurer/Finance Director of the City shall include an Interim City Treasurer/Finance Director of the City. -16- 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 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 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; -17- (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. In case the Registrar shall be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or shall otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the City by an instrument in writing, a copy of which shall be delivered to the retiring Registrar, the successor Registrar and the registered owners of the Bonds. The City shall mail notice of any such appointment made by it to each registered owner of any Bond within twenty (20) days after such appointment. Any Registrar appointed under the provisions of this Section 14 shall be a City officer or a bank, trust company or national banking association. Section 15. Equality of Lien. All of the Bonds, regardless of the installment cf 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 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 17 of the 2010G resolution, providing for modification, no change or -18- alteration of any kind in the provisions of this Resolution may be made until all of the Bonds shall have been paid in full as to both principal and interest. The owners of any of the Bonds shall have the right in addition to all other rights, by mandamus or other suit or action in any court of competent jurisdiction, to enforce his, her or their rights against the City, the 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 City Treasurer/Finance Director of the City is hereby authorized, empowered and directed to execute and deliver a Continuing Disclosure Undertaking with respect to the Bonds (the "Continuing Disclosure Undertaking') in substantially the form as the individual executing the Continuing Disclosure Undertaking on behalf of the City shall approve, his or her execution to constitute conclusive evidence of his or her approval of the form of such Continuing Disclosure Undertaking. When the Continuing Disclosure Undertaking is executed and delivered on behalf of the City as herein provided, the Continuing Disclosure Undertaking will be binding on the City and the officers, employees and agents of the City, and the officers, employees and agents of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking, as executed. Copies of the Continuing Disclosure Undertaking shall be placed in the official records of the City, and shall be available for public inspection at the offices of the City. Notwithstanding any other provision of this Resolution to the contrary, the sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability of any beneficial owner of any Bond to seek mandamus or specific performance by court order, to cause the City to comply with its obligations under the Continuing Disclosure Undertaking. Section 18. Other Documents. The City Manager, the City Clerk and the City Treasurer/Finance Director of the City and all other officers of the City are hereby authorized to execute all documents and certificates and to take all such actions as may be necessary in connection with the authorization issuance, sale and delivery of the Bonds and the performance of the obligations of the City hereunder and to carry out and comply with the terms of this Resolution, including without limitation an official statement describing the Bonds and the City. This Resolution and all such documents shall be in substantially the same form contemplated by this Resolution, with such changes as shall be approved by the officers executing this Resolution and said documents, the execution thereof to constitute conclusive proof of such approval. Section 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. -19- 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 22, 2013 Approved October 22, 2013 Recorded October 22, 2013 /s/ Burk Tower Mayor /s/ Pamela R. Ubrig City Clerk -20-