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HomeMy WebLinkAbout07. 19-355 JUNE 25, 2019 19-355 RESOLUTION (CARRIED 7-0 LOST LAID OVER WITHDRAWN ) PURPOSE: AUTHORIZE THE ISSUANCE AND SALE OF $13,990,000 AGGREGATE PRINCIPAL AMOUNT OF SEWER SYSTEM REVENUE BONDS, SERIES 2019E, OF THE CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, PROVIDING DETAILS, PRESCRIBING THE FORM OF BOND, AWARDING SAID REVENUE BONDS TO THE BEST BIDDER,AND PROVIDING FOR THE PAYMENT OF SAID REVENUE BONDS AND OTHER DETAILS AND COVENANTS WITH RESPECT THERETO INITIATED BY: FINANCE DEPARTMENT WHEREAS, pursuant to the Constitution and the laws of the State of Wisconsin, 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 WHEREAS, Section 66.0621(1)(b), Wisconsin Statutes, as supplemented and 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 WHEREAS, pursuant to the Constitution and the laws of the State of Wisconsin, 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 refunding certain outstanding municipal obligations of the City; and WHEREAS,the City has previously authorized the issuance of$2,994,450 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")which are no longer outstanding, $3,568,112 Sewerage System Revenue Bonds, Series 1999 (the "Series 1999 Bonds") which are no longer outstanding, $3,425,850 Sewerage System Revenue Bonds, Series 2004 (the "Series 2004 Bonds"), $5,706,185 Sewerage System Revenue Bonds, Series 2014 (the "Series 2014 Bonds" and, together with the Series 2004 Bonds, the "Prior Bonds"),pursuant to Resolution No. 93-115 duly adopted by the Common Council of the City on April 1, 1993 (the "1993 Bond Resolution"), Resolution No. 95-85 duly adopted by the Common Council of the City on March 14, 1995 (the "1995 Bond Resolution"),Resolution No. 99-289 duly adopted by the Common Council of the City on July 13, 1999 (the "1999 Bond Resolution"), Resolution No. 04-148 duly adopted by the Common Council of the City on May 11, 2004 (the "2004 Bond Resolution") and Resolution No. 14-176 duly adopted by the Common Council of the City on April 22, 2014 (the "2014 Bond Resolution"); and WHEREAS, Prior Bonds in the amount of $1,009,514 (2004), and $4,685,862 (2014), 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 $3,050,000 (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$4,285,000 (the "Series 2011E Bonds"), $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 $4,145,000 (the "Series 2012E Bonds"), $4,175,000 aggregate principal amount of Sewer System Revenue Bonds, Series 2013D, dated December 11, 2013, which bonds are outstanding in the aggregate principal amount of $3,025,000 (the "Series 2013D Bonds"), $5,980,000 aggregate principal amount of Sewer System Revenue Bonds, Series 2014D, which bonds are outstanding in the aggregate principal amount of $4,555,000 (the "Series 2014D Bonds"), $6,695,000 aggregate principal amount of Sewer System Revenue Bonds, Series 2015D, which bonds are outstanding in the aggregate principal amount of$5,575,000 (the "Series 2015D Bonds"), $10,045,000 aggregate principal amount of Sewer System Revenue Bonds, Series 2016D, which bonds are outstanding in the aggregate principal amount of$8,670,000 (the "Series 2016D Bonds"); and $15,075,000 aggregate principal amount of Sewer System Revenue Bonds, Series 2017D, which bonds are outstanding in the aggregate principal amount of $14,135,000 (the "Series 2017D Bonds"); and WHEREAS, Resolution Number 10-309 duly adopted by the Common 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 the Series 2010G Bonds, the Series 2011E Bonds, the Series 2012E Bonds, the Series 2013D Bonds, the Series 2014D Bonds, the Series 2015D Bonds, the Series 2016D Bonds, the Series 2017D 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 2012E Bonds, the Series 2013D Bonds, the Series 2014D Bonds, the Series 2015D Bonds, the Series 2016D Bonds,the Series 2017D Bonds and the Prior Bonds for the purpose of financing additions to, extensions of and improvements to said municipal sewerage system and to refund the outstanding Series 2010G Bonds and Series 2011E Bonds; 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 and to refund the outstanding Series 201OG Bonds (the "Series 2010G Refunded Bonds") and Series 2011 E Bonds (the "Series 2011E Refunded Bonds" and, together with the Series 2010G Refunded Bonds, the "Refunded Bonds"), it is now considered desirable to authorize and sell the Sewer System Revenue Bonds, Series 2019E, 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 the provisions of the Statute, on a parity with the Series 2012E Bonds, the Series 2013D Bonds, the Series 2014D Bonds, the Series 2015D Bonds, the Series 2016D Bonds, the Series 2017D Bonds and the Prior Bonds; and WHEREAS,the sale of said Bonds was advertised in The Bond Buyer on June 17, 2019; and WHEREAS, pursuant to said advertisement aforesaid, sealed bids were received for the purchase of the Bonds until 10:00 A.M., C.T., on June 25, 2019, and are as follows: NAME OF BIDDER TRUE INTEREST RATE Hutchinson, Shockey, Erley & Company 2.330554%* Fifth Third Securities, Inc. 2.372891% FTN Financial Capital Markets 2.400652% Robert W. Baird & Co., Inc. 2.407690% and WHEREAS,the bid of Hutchinson, Shockey,Erley&Company at aprice of$14,825,837.37, plus accrued interest to the date of delivery (if any), was the best bid submitted, which bid is as follows: (Here Insert or Attach a True Copy of the Winning Bid) * True interest cost after re-sizing is 2.3396550%. WHEREAS, in connection with the call and redemption of the Refunded Series 2010G Bonds, the City has determined that the United States Treasury has failed to make a cash subsidy payment to which the City is entitled with respect to the Series 2010G Bonds and such failure is not caused by any action or inaction by the City, and,therefore,pursuant to the resolution adopted by the Common Council providing for the issuance of the Series 2010G Bonds,the City is entitled to call the Refunded Series 2010G Bonds pursuant to the provisions for extraordinary optional redemption thereof, and WHEREAS, in accordance with the terms of the Refunded Bonds, the Refunded Bonds may be called for redemption in advance of their maturity, and it is necessary and desirable to make such call for the redemption of the Refunded Bonds on their earliest possible call date, and provide for the giving of proper notice to the registered owners of the Refunded Bonds: Now, THEREFORE, BE IT RESOLVED by the Common 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 Register"shall mean the books of the City kept by the Registrar to evidence the registration and transfer of the Bonds; "Fiscal Year" shall mean the twelve (12) month period beginning on January I of each year and ending on December 31 of the same year; "Governing Body"shall mean the Common 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 Common 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 Common Council of the City on March 14, 1995, authorizing the issuance of the Series 1995 Bonds and bonds ranking on a parity therewith; "1999 resolution"shall mean the resolution duly adopted by the Common 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 Common 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 Common 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 Common 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 Common Council of the City on October 23, 2012, authorizing the issuance of the Series 2012E Bonds and bonds ranking on a parity therewith; "2013D resolution" shall mean the resolution duly adopted by the Common Council of the City on October 22, 2013, authorizing the issuance of the Series 2013D Bonds and bonds ranking on a parity therewith; "2014 resolution"shall mean the resolution duly adopted by the Common Council of the City on April 22, 2014, authorizing the issuance of the Series 2014 Bonds and bonds ranking on a parity therewith; "2014D resolution" shall mean the resolution duly adopted by the Common Council of the City on October 28, 2014, authorizing the issuance of the Series 2014D Bonds and bonds ranking on a parity therewith; "201 SD resolution" shall mean the resolution duly adopted by the Common Council of the City on August 25, 2015, authorizing the issuance of the Series 2015D Bonds and bonds ranking on a parity therewith; "2016D resolution" shall mean the resolution duly adopted by the Common Council of the City on June 14, 2016, authorizing the issuance of the Series 2016D Bonds and bonds ranking on a parity therewith; "2017D resolution" shall mean the resolution duly adopted by the Common Council of the City on June 27, 2017, authorizing the issuance of the Series 2017D 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 2012E Bonds, the Series 2013D Bonds, the Series 2014D Bonds, the Series 2015D Bonds, the Series 2016D Bonds, the Series 2017D Bonds 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 2004 Bonds and the Series 2014 Bonds. "Refunded Bonds"means all of the outstanding Series 2010G Bonds and all of the outstanding Series 2011E Bonds. "Registrar" shall mean the City Treasurer of the City in Oshkosh, Wisconsin, or a successor designated as Registrar under this Resolution; "Resolution" shall mean this Resolution as adopted by the Governing Body 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 201 lE, of the City; "Series 2012E Bonds" shall mean the outstanding Sewer System Revenue Bonds, Series 2012E, of the City; "Series 2013D Bonds" shall mean the outstanding Sewer System Revenue Bonds, Series 2013D, of the City; "Series 2014 Bonds" shall mean the outstanding Sewerage System Revenue Bonds, Series 2014, of the City; "Series 2014D Bonds" shall mean the outstanding Sewer System Revenue Bonds, Series 2014D, of the City; "Series 2015D Bonds" shall mean the outstanding Sewer System Revenue Bonds, Series 2015D, of the City; "Series 2016D Bonds" shall mean the outstanding Sewer System Revenue Bonds, Series 2016D, of the City; "Series 2017D Bonds" shall mean the outstanding Sewer System Revenue Bonds, Series 2017D, 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 described in Section 2 hereof 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 (the "Project") and refunding the Refunded Bonds, there shall be issued the Bonds of the City in the aggregate principal amount of $13,990,000. The Bonds shall be designated "Sewer System Revenue Bonds, Series 2019E"; as originally issued shall be dated the date of issuance thereof, and shall also bear the date of their authentication by the Registrar; shall be of $5,000 denomination each or any integral multiple thereof(but no single Bond shall represent installments of principal maturing on more than one date); and shall be lettered R and numbered consecutively starting with the number one. The Bonds shall mature on May I of each of the years, and shall bear interest at the rates per annum, as follows: PRINCIPAL INTEREST PRINCIPAL INTEREST YEAR AMOUNT RATE YEAR AMOUNT RATE 2020 $1,015,000 0.05% 2030 $955,000 4.00% 2021 1,145,000 2.00% 2031 640,000 4.00% 2022 850,000 2.00% 2032 310,000 3.00% 2023 860,000 0.05% 2033 320,000 3.00% 2024 885,000 2.00% 2034 325,000 3.00% 2025 900,000 2.50% 2035 335,000 3.00% 2026 930,000 3.00% 2036 350,000 3.00% 2027 975,000 4.00% 2037 360,000 3.00% 2028 1,015,000 4.00% 2038 370,000 3.00% 2029 1,070,000 4.00% 2039 380,000 3.00% It is hereby found and declared that the above schedule of maturities of the Bonds is conducive to the lowest net interest cost to the City and prudent municipal utility management. Section 3. Interest; Payment Provisions. The Bonds shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, at the rates set out above, such interest (computed upon the basis of a 360-day year consisting of twelve 30-day months) being payable on the first days of May and November of each year, commencing on May 1,2020. Interest on each Bond shall be paid by check or draft of the Registrar to the person in whose name such Bond is registered at the close of business on the fifteenth day of the calendar month immediately preceding the applicable interest payment date. The principal of each Bond shall be payable in lawful money of the United States of America upon presentation and surrender of such Bond at the designated office of the Registrar. Section 4. Execution;Authentication. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the City Manager of the City and with the manual or facsimile signature of the City Clerk of the City, and sealed with the official seal of the City or a printed facsimile of said seal. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be 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 S. Registration ofBonds; Persons Treated as Owners. (a) The City shall cause books (the "Bond Register") for the registration and for the transfer of the Bonds as provided in this Resolution to be kept at the designated office of the Registrar,which is hereby constituted and appointed the registrar of the City with respect to the Bonds herein authorized. The City is authorized to prepare, and the Registrar shall keep custody of, multiple Bond blanks executed by the City for use in the transfer and exchange of Bonds. Upon surrender for transfer of any Bond at the principal corporate trust office of the Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar and duly executed by, the registered owner or his or her attorney duly authorized in writing, the City shall execute and the Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the same maturity of authorized denominations, for a like aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at said office of the Registrar for a like aggregate principal amount of Bond or Bonds of the same maturity of other authorized denominations. The execution by the City of any fully registered Bond shall constitute full and due authorization of such Bond and the Registrar shall thereby be authorized to authenticate, date and deliver such Bond, provided, however, the principal amount of outstanding Bonds of each maturity authenticated by the Registrar shall not exceed the authorized principal amount of Bonds for such maturity less previous retirements. The Registrar shall not be required to transfer or exchange any Bond during the period beginning at the close of business on the 15th day of the month next preceding any interest payment date on such Bond and ending at the opening of business on such interest payment date, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during a period of fifteen (15) days next preceding mailing of a notice of redemption of any Bonds. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of Bonds, but the City or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redemption. (b) Global Book-Entry System. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds determined as described in Section 2 hereof. Unless otherwise requested by any Purchaser,upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of Cede & Co.,or any successor thereto("Cede"), as nominee of The Depository Trust Company,New York, New York, and its successors and assigns ("DTC"). All of the outstanding Bonds shall be registered in the Bond Register in the name of Cede, as nominee of DTC, except as hereinafter provided. The Mayor, the City Manager, the Treasurer, the Director of Finance and any other business official of the City and the Registrar are each authorized to execute and deliver, on behalf of the City, such letters to or agreements with DTC as shall be necessary to effectuate such book- entry system(any such letter or agreement being referred to herein as the "Representation Letter"), which Representation Letter may provide for the payment of principal of or interest on the Bonds by wire transfer. With respect to Bonds registered in the Bond Register in the name of Cede, as nominee of DTC, the City and the Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "DTC Participant")or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any amount with respect to the principal of or interest on the Bonds. The City and the Registrar may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective registered owners of the Bonds, as shown in the Bond Register, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of a Bond as shown in the Bond Register, shall receive a Bond evidencing the obligation of the City to make payments of principal and interest with respect to any Bond. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions in Section 3 hereof with respect to the payment of interest to the registered owners of Bonds at the close of business on the 15th day of the month next preceding the applicable interest payment date, the name "Cede" in this resolution shall refer to such new nominee of DTC. In the event that (i) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (ii) the agreement among the City, the Registrar and DTC evidenced by the Representation Letter shall be terminated for any reason or (iii) the City determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify DTC and DTC Participants of the availability through DTC of certificated Bonds and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede, as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with such other depository operating a universal book-entry system, as may be acceptable to the City, or such depository's agent or designee, and if the City does not select such alternate universal book-entry system,then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of Section 5(a) hereof. Notwithstanding any other provisions of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the name provided in the Representation Letter. Section 6. Prior Redemption. Bonds maturing on and after May 1, 2030, 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, 2029, 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 and integral multiples thereof. The City shall, at least forty-five (45) days prior to any optional redemption date (unless a shorter time period shall be satisfactory to the Registrar)notify the Registrar of such redemption date and of the principal amount and maturity or maturities of Bonds to be redeemed. For purposes of any redemption of less than all of the outstanding Bonds of a single series and maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Registrar from the Bonds of such series and maturity by such method of lottery as the Registrar shall deem fair and appropriate;provided that such lottery shall provide for the selection for redemption of Bonds or portions thereof so that any $5,000 Bond or $5,000 portion of a Bond shall be as likely to be called for redemption as any other such$5,000 Bond or $5,000 portion. The Registrar shall make such selection upon the earlier of the irrevocable deposit of funds with an escrow agent sufficient to pay the redemption price of the Bonds to be redeemed or the time of the giving of official notice of redemption. The Registrar shall promptly notify the City in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Section 7. Redemption Procedure. Unless waived by any holder of Bonds to be redeemed, notice of the call for any such redemption shall be given by the Registrar on behalf of the City by mailing the redemption notice by first class mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Registrar. All notices of redemption shall state: (1) the date fixed for redemption, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification, including CUSIP numbers (and, in the case of any partial redemption, the respective principal amounts) of the Bonds to be redeemed, (4) that on the date fixed for redemption the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the designated office of the Registrar. Unless moneys sufficient to pay the redemption price of the Bonds to be redeemed at the option of the City shall have been received by the Registrar prior to the giving of such notice of redemption, such notice may, at the option of the City, state that said redemption shall be conditional upon the receipt of such moneys by the Registrar on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds, and the Registrar shall give notice, in the same manner in which the notice of redemption shall have been given, that such moneys were not so received and that such Bonds will not be redeemed. Otherwise, prior to any redemption date, the City shall deposit with the Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Subject to the provisions for a conditional redemption described above, notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered holder a new Bond or Bonds of the same maturity in the amount of the unpaid principal. If any Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate borne by the Bond or portion of Bond so called for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. Section 8. Payable Solely from Net Revenues. The Bonds, the 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: (FORM OF BOND) UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH SEWER SYSTEM REVENUE BOND, SERIES 2019E No. $ RATE OF INTEREST MATURITY DATE DATED DATE CUSIP NUMBER % May 1, July 16, 2019 REGISTERED OWNER: CEDE&CO. PRINCIPAL AMOUNT: KNOW ALL MEN BY THESE PRESENTS: That the City of Oshkosh, in the County of Winnebago and the State of Wisconsin (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner hereinabove identified, or registered assigns as hereinafter provided, on the Maturity Date hereinabove identified, solely from the revenues hereinafter specified, the Principal Amount hereinabove identified and from the same source to pay interest (computed on the basis of a 360-day year consisting of twelve 30-day months) on such Principal Amount from the date of this Bond or from the most recent interest payment date to which interest has been paid at the Rate of Interest per annum hereinabove identified on May 1 and November 1 of each year, commencing on May 1, 2020, 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 in Oshkosh, Wisconsin, as registrar and paying agent, or any successor thereto (the "Registrar"). Payment of each installment of interest shall be made to the Registered Owner hereof who shall appear on the registration books of the City maintained by the Registrar at the close of business on the fifteenth day of the calendar month next preceding the applicable interest payment date, and shall be paid by check or draft of the Registrar mailed to such Registered Owner at his address as it appears on such registration books or at such other address as may be furnished in writing by such Registered Owner to the Registrar. This Bond is one of an authorized issue of Sewer System Revenue Bonds, Series 2019E, of like date, aggregating the principal amount of$13,990,000 (the "Bonds") and issued to pay the cost of financing additions to, extensions of and improvements to the sewerage system of the City and to refund certain outstanding municipal obligations 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 2004 (the "Series 2004 Bonds"), certain outstanding Sewerage System Revenue Bonds, Series 2014 (the "Series 2014 Bonds"), certain outstanding Sewer System Revenue Bonds, Series 2012E (the "Series 2012E Bonds") certain outstanding Sewer System Revenue Bonds, Series 2013D (the "Series 2013D Bonds") certain outstanding Sewer System Revenue Bonds, Series 2014D (the "Series 2014D Bonds") certain outstanding Sewer System Revenue Bonds, Series 2015D (the "Series 201 SD Bonds") certain outstanding Sewer System Revenue Bonds, Series 2016D (the "Series 2016D Bonds"), and certain outstanding Sewer System Revenue Bonds, Series 2017D (the "Series 2017D Bonds"and collectively,the "outstanding bonds"), only from the income and revenues to be derived from the operation of said sewerage system of the City, which net 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 22, 2013, October 28, 2014, August 25, 2015, June 14, 2016, June 27, 2017 and June 25, 2019, by the Common 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 1,2030, 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, 2029, 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 optional 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 designated office of the Registrar for a like aggregate principal amount of Bonds of the same maturity and interest rate of other authorized denominations, upon the terms set forth in the authorizing resolution. The City and the Registrar may deem and treat the Registered Owner as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof,premium, if any, hereon and interest due hereon and for all other purposes and neither the City nor the Registrar shall be affected by any notice to the contrary. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist, happen and be performed precedent to and in the issuance of this Bond have been done, have existed, have happened and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Wisconsin, and that sufficient of the net income and revenues to be received by the City from the operation of the 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 Common Council, has caused this Bond to be executed with the duly authorized manual or facsimile signature of its City Manager and with the duly authorized manual or facsimile signature of its City Clerk and its official seal or a facsimile thereof to be impressed or reproduced hereon, as of the Dated Date hereinabove identified. City Clerk City Manager [SEAL] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Resolution, and is one of the Sewer System Revenue Bonds, Series 2019E, of the City of Oshkosh, Winnebago County, Wisconsin. Date of Authentication: , 20 By City Treasurer The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: 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 of Act survivorship and not as (State) 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 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, the 2012E resolution, the 2013D resolution, the 2014D resolution, the 2015D resolution, the 2016D resolution and the 2017D 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, Section 10 of the 2012E resolution, Section 10 of the 2013D resolution, Section 10 of the 2014D resolution, Section 10 of the 2015D resolution, Section 10 of the 2016D resolution and Section 10 of the 2017D 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 Common 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 10 of the 2011 E resolution, Section 10 of the 2012E resolution, Section 10 of the 2013D resolution, Section 10 of the 2014D resolution, Section 10 of the 2015D resolution, Section 10 of the 2016D resolution and Section 10 of the 2017D resolution. Section 12. Sale of Bonds. The sale of the Bonds, to Hutchinson, Shockey, Erley & Company at aprice of$14,825,837.37 and accrued interest to the date of delivery(if any) is hereby confirmed,the same being the best bid submitted. 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. 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) Into the Reserve Account, an amount equal to the amount necessary to cause the balance on deposit therein to equal the Debt Service Reserve Requirement. (c) The principal proceeds from the sale of the Bonds and lawfully available funds on deposit in prior issue debt service or debt service reserve funds in an amount sufficient to redeem the Refunded Bonds shall be deposited in a special fund or escrow account, and used solely for the purpose of refunding the Refunded 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 an escrow agreement between the City and U.S. Bank, National Association, as escrow agent, for the purpose of establishing such escrow account. (d) The balance of the 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 City is authorized to execute, and the City Clerk of the City is authorized to attest, and said City Manager and City Clerk are hereby authorized to deliver, the Registrar's standard form of agreement between the City and the Registrar with respect to the obligations and duties of the Registrar hereunder which shall include the following: (a) to act as Registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to give notice of redemption of Bonds as provided herein; (c) to cancel and destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (d) to furnish the City at least annually a certificate of destruction with respect to Bonds cancelled and destroyed; and (e) to furnish the City at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. The City covenants that it shall at all times retain a Registrar with respect to the Bonds, that it will maintain at the designated office of such Registrar a place or places where Bonds may be presented for payment or registration of transfer or exchange, and that it shall require that the Registrar properly maintain the Bond Register and perform the other duties and obligations imposed upon it by this Resolution in a manner consistent with the standards, customs and practices of the municipal securities industry. The Registrar 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 an officer of the City or a bank, trust company or national banking association. 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. 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 Special Redemption Fund and the revenues allocated to such fund. Section 16. Resolution a Contract;Remedies of Owners ofBonds. 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 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. Call of the Refunded Bonds. In accordance with the redemption provisions of the resolutions authorizing the issuance of the Refunded Bonds, the City by the Common Council does hereby make provision for the payment of and does hereby call the Refunded Bonds for redemption on August 1, 2019. Section 18. 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 19. 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 20. 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 21. Conflicting Ordinances, Resolutions and Orders Superseded. All ordinances, resolutions or orders, or parts thereof, heretofore enacted, adopted or entered, in conflict with the provisions of this Resolution shall be, and the same are hereby, superseded to the extent of such conflict, and this Resolution shall be in effect from and after its passage. Adopted June 25, 2019 Approved June 25, 2019 Recorded June 25, 2019 /s/ Mayor /s/ City Clerk