$5,055,000* STORM WATER UTILITY REVENUE BONDS, SERIES … · 2020-06-01 · Utility Revenue Bonds, Series 2016E, dated July 20, 2016; Storm Water Utility Revenue Refunding Bonds,

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PRELIMINARY OFFICIAL STATEMENT DATED JUNE 1, 2020

Subject to compliance by the City with certain covenants, in the opinion of Chapman and Cutler, LLP, Chicago, Illinois, Bond Counsel, under present law, intereston the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computingthe federal alternative minimum tax. Interest on the Bonds is not exempt from present State of Wisconsin income taxes. See "TAX EXEMPTION" herein for a morecomplete discussion.

The City will NOT designate the Bonds as "qualified tax-exempt obligations" pursuant to Section 265 of the Internal Revenue Code of 1986, as amended, which permitsfinancial institutions to deduct interest expenses allocable to the Bonds to the extent permitted under prior law.

New Issue Rating Application Made: Moody's Investors Service, Inc.

CITY OF OSHKOSH, WISCONSIN(Winnebago County)

$5,055,000* STORM WATER UTILITY REVENUE BONDS, SERIES 2020C

BID OPENING: June 9, 2020, 10:00 A.M., C.T. CONSIDERATION: June 9, 2020, 6:00 P.M., C.T.

PURPOSE/AUTHORITY/SECURITY: The $5,055,000* Storm Water Utility Revenue Bonds, Series 2020C (the "Bonds") of the Cityof Oshkosh, Wisconsin (the "City") are being issued pursuant to Section 66.0621, Wisconsin Statutes, to provide funds for the publicpurpose of financing improvements and extensions to the City’s Storm Water Utility System (the "Storm Water System"). The Bondsare not general obligations of the City but are payable only from and secured by a pledge of income and revenue to be derived from theoperation of the Storm Water System. The Bonds are being issued on a parity with the City’s Storm Water Utility Revenue Bonds, Series2012D, dated November 1, 2012; Storm Water Utility Revenue Bonds, Series 2013A, dated June 27, 2013; Storm Water Utility RevenueBonds, Series 2014A, dated July 15, 2014; Storm Water Utility Revenue Bonds, Series 2015C, dated September 2, 2015; Storm WaterUtility Revenue Bonds, Series 2016E, dated July 20, 2016; Storm Water Utility Revenue Refunding Bonds, Series 2016I, datedOctober 19, 2016, Storm Water Utility Revenue Bonds, Series 2017E, dated July 20, 2017, Storm Water Utility Revenue Bonds, Series2018C, dated June 28, 2018 and Storm Water Utility Revenue Bonds, Series 2019C, dated June 27, 2019 (collectively, the “ParityBonds”). Delivery is subject to receipt of an approving legal opinion of Chapman and Cutler LLP, Chicago, Illinois.

DATE OF BONDS: July 1, 2020

MATURITY: May 1 as follows:

Year Amount* Year Amount* Year Amount*

2021 $170,000 2028 $235,000 2035 $280,000

2022 210,000 2029 240,000 2036 285,000

2023 215,000 2030 245,000 2037 295,000

2024 220,000 2031 255,000 2038 305,000

2025 220,000 2032 260,000 2039 310,000

2026 225,000 2033 265,000 2040 320,000

2027 230,000 2034 270,000

MATURITYADJUSTMENTS:

* The City reserves the right to increase or decrease the principal amount of the Bonds on the day of sale,in increments of $5,000 each. Increases or decreases may be made in any maturity. If any principalamounts are adjusted, the purchase price proposed will be adjusted to maintain the same gross spreadper $1,000.

TERM BONDS: See "Term Bond Option" herein.

INTEREST: May 1, 2021 and semiannually thereafter.

OPTIONAL REDEMPTION:Bonds maturing on May 1, 2030 and thereafter are subject to call for prior optional redemption onMay 1, 2029 and any date thereafter, at a price of par plus accrued interest.

MINIMUM BID: $4,991,812.

MAXIMUM BID: $5,358,300.

GOOD FAITH DEPOSIT: A good faith deposit in the amount of $101,100 shall be made by the winning bidder by wire transferof funds.

PAYING AGENT: U.S. Bank National Association

BOND COUNSEL: Chapman and Cutler LLP

MUNICIPAL ADVISOR: Ehlers and Associates, Inc.

BOOK-ENTRY-ONLY: See "Book-Entry-Only System" herein (unless otherwise specified by the purchaser).

REPRESENTATIONS

No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representation other thanthose contained in this Preliminary Official Statement and, if given or made, such other information or representations must not be relied uponas having been authorized by the City. This Preliminary Official Statement does not constitute an offer to sell or a solicitation of an offerto buy any of the Bonds in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

This Preliminary Official Statement is not to be construed as a contract with the Syndicate Manager or Syndicate Members. Statementscontained herein which involve estimates or matters of opinion are intended solely as such and are not to be construed as representations offact. Ehlers and Associates, Inc. prepared this Preliminary Official Statement and any addenda thereto relying on information of the City andother sources for which there is reasonable basis for believing the information is accurate and complete. Bond Counsel has not participated inthe preparation of this Preliminary Official Statement and is not expressing any opinion as to the completeness or accuracy of the informationcontained therein. Compensation of Ehlers and Associates, Inc., payable entirely by the City, is contingent upon the delivery of the Bonds.

COMPLIANCE WITH S.E.C. RULE 15c2-12

Certain municipal obligations (issued in an aggregate amount over $1,000,000) are subject to Rule 15c2-12 promulgated by the Securities andExchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Rule").

Preliminary Official Statement: This Preliminary Official Statement was prepared for the City for dissemination to potential investors. Its primary purpose is to disclose information regarding the Bonds to prospective underwriters in the interest of receiving competitive proposalsin accordance with the sale notice contained herein. Unless an addendum is posted prior to the sale, this Preliminary Official Statement shallbe deemed nearly final for purposes of the Rule subject to completion, revision and amendment in a Final Official Statement as defined below.

Review Period: This Preliminary Official Statement has been distributed to prospective bidders for review. Comments or requests for thecorrection of omissions or inaccuracies must be submitted to Ehlers and Associates, Inc. at least two business days prior to the sale. Requestsfor additional information or corrections in the Preliminary Official Statement received on or before this date will not be considered aqualification of a proposal received from an underwriter. If there are any changes, corrections or additions to the Preliminary Official Statement,interested bidders will be informed by an addendum prior to the sale.

Final Official Statement: Copies of the Final Official Statement will be delivered to the underwriter (Syndicate Manager) within sevenbusiness days following the proposal acceptance.

Continuing Disclosure: Subject to certain exemptions, issues in an aggregate amount over $1,000,000 may be required to comply withprovisions of the Rule which require that underwriters obtain from the issuers of municipal securities (or other obligated party) an agreementfor the benefit of the owners of the securities to provide continuing disclosure with respect to those securities. This Preliminary OfficialStatement describes the conditions under which the City is required to comply with the Rule.

CLOSING CERTIFICATES

Upon delivery of the Bonds, the underwriter (Syndicate Manager) will be furnished with the following items: (1) a certificate of the appropriateofficials to the effect that at the time of the sale of the Bonds and all times subsequent thereto up to and including the time of the delivery ofthe Bonds, this Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) a receipt signedby the appropriate officer evidencing payment for the Bonds; (3) a certificate evidencing the due execution of the Bonds, including statementsthat (a) no litigation of any nature is pending, or to the knowledge of signers, threatened, restraining or enjoining the issuance and delivery ofthe Bonds, (b) neither the corporate existence or boundaries of the City nor the title of the signers to their respective offices is being contested,and (c) no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded; and (4) a certificate setting forthfacts and expectations of the City which indicates that the City does not expect to use the proceeds of the Bonds in a manner that would causethem to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or within the meaning ofapplicable Treasury Regulations.

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TABLE OF CONTENTS

INTRODUCTORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . 1

THE BONDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1OPTIONAL REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . 1AUTHORITY; PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2ESTIMATED SOURCES AND USES. . . . . . . . . . . . . . . . . . 3SECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3STORM WATER SYSTEM REVENUE

DEBT OUTSTANDING. . . . . . . . . . . . . . . . . . . . . . . . 4STORM WATER SYSTEM DEBT OUTSTANDING. . . . . . 5HISTORIC STORM WATER SYSTEM DEBT

SERVICE COVERAGES.. . . . . . . . . . . . . . . . . . . . . . . 7DESCRIPTION OF THE STORM WATER SYSTEM. . . . . . 8CONCURRENT FINANCING. . . . . . . . . . . . . . . . . . . . . . . 10RATING.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10CONTINUING DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . 10LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11STATEMENT REGARDING COUNSEL

PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11ORIGINAL ISSUE DISCOUNT. . . . . . . . . . . . . . . . . . . . . . 13CERTAIN LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . 14NON-QUALIFIED TAX-EXEMPT OBLIGATIONS. . . . . . 14MUNICIPAL ADVISOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14MUNICIPAL ADVISOR AFFILIATED COMPANIES. . . . 15INDEPENDENT AUDITORS. . . . . . . . . . . . . . . . . . . . . . . . 15RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

VALUATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18WISCONSIN PROPERTY VALUATIONS;

PROPERTY TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . 18CURRENT PROPERTY VALUATIONS. . . . . . . . . . . . . . . 192019 EQUALIZED VALUE BY CLASSIFICATION.. . . . . 19TREND OF VALUATIONS. . . . . . . . . . . . . . . . . . . . . . . . . 19LARGER TAXPAYERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21DIRECT DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21SCHEDULE OF GENERAL OBLIGATION DEBT. . . . . . . 22REVENUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28SCHEDULE OF SEWER REVENUE DEBT. . . . . . . . . . . . 29SCHEDULE OF WATER REVENUE DEBT. . . . . . . . . . . . 31DEBT LIMIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33OVERLAPPING DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33DEBT RATIOS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34DEBT PAYMENT HISTORY. . . . . . . . . . . . . . . . . . . . . . . . 34FUTURE FINANCING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

TAX LEVIES AND COLLECTIONS. . . . . . . . . . . . . . . . . . . . 35TAX LEVIES AND COLLECTIONS. . . . . . . . . . . . . . . . 35PROPERTY TAX RATES. . . . . . . . . . . . . . . . . . . . . . . . . 36LEVY LIMITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

THE ISSUER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38CITY GOVERNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 38EMPLOYEES; PENSIONS. . . . . . . . . . . . . . . . . . . . . . . . 38OTHER POST EMPLOYMENT BENEFITS. . . . . . . . . . 39LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40MUNICIPAL BANKRUPTCY. . . . . . . . . . . . . . . . . . . . . 40FUNDS ON HAND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42ENTERPRISE FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . . 43SUMMARY GENERAL FUND INFORMATION. . . . . . 44

GENERAL INFORMATION.. . . . . . . . . . . . . . . . . . . . . . . . . . 45LOCATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45LARGER EMPLOYERS. . . . . . . . . . . . . . . . . . . . . . . . . . 45BUILDING PERMITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46U.S. CENSUS DATA.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 47EMPLOYMENT/UNEMPLOYMENT DATA. . . . . . . . . 47

FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . A-1

FORM OF LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . B-1

BOOK-ENTRY-ONLY SYSTEM. . . . . . . . . . . . . . . . . . . . . . C-1

FORM OF CONTINUING DISCLOSURE CERTIFICATE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

NOTICE OF SALE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

BID FORM

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CITY OF OSHKOSHCITY COUNCIL

Term Expires

Lori Palmeri Mayor April 2021

Jake Krause Deputy Mayor April 2021

Debra Allison-Aasby City Council Member April 2021

Lynnsey Erickson City Council Member April 2022

Michael Ford City Council Member April 2022

Matt Mugerauer City Council Member April 2022

Bob Poeschl City Council Member April 2021

ADMINISTRATION

Mark Rohloff, City Manager

Russ Van Gompel, Finance Director

Pamela Ubrig,Clerk

PROFESSIONAL SERVICES

Lynn Lorenson, City Attorney, Oshkosh, Wisconsin

Chapman and Cutler LLP, Bond Counsel, Chicago, Illinois

Ehlers and Associates, Inc., Municipal Advisors, Waukesha, Wisconsin(Other offices located in Roseville, Minnesota and Denver, Colorado)

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INTRODUCTORY STATEMENT

This Preliminary Official Statement contains certain information regarding the City of Oshkosh, Wisconsin (the"City") and the issuance of its $5,055,000* Storm Water Utility Revenue Bonds, Series 2020C (the "Bonds"). Anydescriptions or summaries of the Bonds, statutes, or documents included herein are not intended to be complete andare qualified in their entirety by reference to such statutes and documents and the form of the Bonds to be includedin the resolution authorizing the issuance and sale of the Bonds ("Bond Resolution") to be adopted by the CommonCouncil of the City (the “Common Council”) on June 9, 2020.

Inquiries may be directed to Ehlers and Associates, Inc. ("Ehlers" or the "Municipal Advisor"), Waukesha,Wisconsin, (262) 785-1520, the City's municipal advisor. A copy of this Preliminary Official Statement may bedownloaded from Ehlers’ web site at www.ehlers-inc.com by connecting to the Bond Sales link and following thedirections at the top of the site.

THE BONDS

GENERAL

The Bonds will be issued in fully registered form as to both principal and interest in denominations of $5,000 eachor any integral multiple thereof, and will be dated, as originally issued, as of July 1, 2020. The Bonds will matureon May 1 in the years and amounts set forth on the cover of this Preliminary Official Statement. Interest will bepayable on May 1 and November 1 of each year, commencing May 1, 2021, to the registered owners of the Bondsappearing of record in the bond register as of the close of business on the 15th day (whether or not a business day)of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of twelve 30-daymonths and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board ("MSRB"). All Bondsof the same maturity must bear interest from the date of issue until paid at a single, uniform rate. Each rate must beexpressed in an integral multiple of 5/100 or 1/8 of 1%.

REGISTRATION AND TRANSFER

Unless otherwise specified by the purchaser, the Bonds will be registered in the name of Cede & Co., as nominee forThe Depository Trust Company, New York, New York ("DTC"). (See "Book-Entry-Only System" herein). As longas the bonds are held under the book-entry system, beneficial ownership interests in the Bonds may be acquired inbook-entry form only, and all payments of principal of, premium, if any, and interest on the Bonds shall be payableby the City Treasurer or the Paying Agent, as applicable (the "Registrar") through the facilities of DTC and itsparticipants. If the book-entry system is terminated, principal of, premium, if any and interest on the Bonds shall bepayable by the Registrar in accordance with the Bond Resolution.

The Registrar will maintain books (the "Register") for the registration of ownership and transfer of the Bonds. Subject to the provisions of the Bonds as they relate to book entry form, any Bond may be transferred upon thesurrender thereof at the principal corporate trust office of the Registrar, together with an assignment duly executedby the registered owner or his or her attorney in such form as will be satisfactory to the Registrar. No service chargeshall be made for any transfer or exchange of Bonds, but the City or the Registrar may require payment of a sumsufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer orexchange of Bonds except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bondsurrendered for redemption.

*Preliminary, subject to change

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http://www.ehlers-inc.com.

The Registrar shall not be required to transfer or exchange any Bond during the period beginning at the close ofbusiness on the 15th day of the month next preceding any interest payment date on such Bond and ending at theopening of business on such interest payment date, nor to transfer or exchange any Bond after notice calling suchBond for redemption has been mailed, nor during a period of fifteen (15) days next preceding mailing of a notice ofredemption of any Bonds.

The City has selected U.S. Bank National Association, St. Paul, Minnesota, to act as paying agent (the "PayingAgent"). If a Paying Agent is selected the City will pay the charges for Paying Agent services. The City reservesthe right to remove the Paying Agent and appoint a successor.

OPTIONAL REDEMPTION

The Bonds maturing on or after May 1, 2030 are subject to redemption prior to maturity at the option of the City onMay 1, 2029 or any date thereafter, at a price of par plus accrued interest.

The City will, at least 45 days prior to any optional redemption date (unless a shorter time period shall be satisfactoryto the Registrar), notify the Registrar of such redemption date and of the principal amount and maturity or maturitiesof Bonds to be redeemed. For purposes of any redemption of less than all of the outstanding Bonds of a singlematurity, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Registrar from theBonds of such maturity by such method of lottery as the Registrar shall deem fair and appropriate (except when theBonds are held in a book-entry system, in which case the selection of Bonds to be redeemed will be made inaccordance with procedures established by DTC or any other book-entry depository); provided that such lottery shallprovide for the selection for redemption of Bonds or portions thereof in principal amounts of $5,000 and integralmultiples thereof.

Unless waived by any holder of Bonds to be redeemed, notice of the call for any redemption will be given by theRegistrar on behalf of the City by mailing the redemption notice by first-class mail at least 30 days and not more than60 days prior to the date fixed for redemption to each registered owner of the Bonds to be redeemed at the addressshown on the Register or at such other address as is furnished in writing by such registered owner to the Registrar.

Unless moneys sufficient to pay the redemption price of the Bonds to be redeemed at the option of the City arereceived 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 will be conditional upon the receipt of such moneys by the Registrar on or prior to the datefixed for redemption. If such moneys are not received, such notice will be of no force and effect, the City will notredeem such Bonds, and the Registrar will give notice, in the same manner in which the notice of redemption hasbeen given, that such moneys were not so received and that such Bonds will not be redeemed. Otherwise, prior toany redemption date, the City will deposit with the Registrar an amount of money sufficient to pay the redemptionprice 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 asdescribed above and in the Award Resolution, and notwithstanding failure to receive such notice, the Bonds orportions of Bonds so to be redeemed will, on the redemption date, become due and payable at the redemption pricetherein 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 inaccordance with said notice, such Bonds will be paid by the Registrar at the redemption price.

AUTHORITY; PURPOSE

The Bonds are being issued pursuant to Section 66.0621, Wisconsin Statutes, to provide funds for the public purposeof financing improvements and extensions to the City’s Storm Water System (the "Storm Water System").

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ESTIMATED SOURCES AND USES*

Sources

Par Amount of Bonds $5,055,000

Transfers from Prior Issue DSR Funds 6,769,481

Estimated Interest Earnings 12,524

Total Sources $11,837,005

Uses

Total Underwriter's Discount $63,188

Costs of Issuance 65,650

Deposit to Debt Service Reserve Fund (DSRF) 7,095,258

Deposit to Project Construction Fund 4,610,000

Rounding Amount 2,909

Total Uses $11,837,005

*Preliminary, subject to change

SECURITY

This section is a summary of security provisions. A detailed explanation of the security provisions is contained inthe Bond Resolution and the applicable provisions of Resolution No. 05-100 adopted by the Common Council onthe 12th day of April, 2005, referenced therein, each of which is available upon request from Ehlers.

Source of Payment: THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY, BUT ARE payable onlyfrom and secured by a pledge of certain income and revenue to be derived from the operation of the Storm WaterSystem.

The City pledges a first lien on the net revenues to be derived from the operation of the Storm Water System forpayment of principal of and interest on the Bonds. Such pledge is on a parity with the City’s Storm Water UtilityRevenue Bonds, Series 2012D, dated November 1, 2012; Storm Water Utility Revenue Bonds, Series 2013A, datedJune 27, 2013; Storm Water Utility Revenue Bonds, Series 2014A, dated July 15, 2014; Storm Water Utility RevenueBonds, Series 2015C, dated September 2, 2015; Storm Water Utility Revenue Bonds, Series 2016E, dated July 20,2016; Storm Water Utility Revenue Refunding Bonds, Series 2016I, dated October 19, 2016, Storm Water UtilityRevenue Bonds, Series 2017E, dated July 20, 2017, Storm Water Utility Revenue Bonds, Series 2018C, dated June28, 2018 and Storm Water Utility Revenue Bonds, Series 2019C, dated June 27, 2019 (collectively, the “ParityBonds”).

Rate Covenant: The City covenants to establish, charge and collect such lawfully established rates and charges forthe services rendered by the Storm Water System so that net revenues (i.e. gross revenues derived from said rates andcharges less all costs of operation and maintenance, exclusive of debt service, depreciation, or local tax equivalents)will be at least 1.20 times the maximum annual principal and interest coming due on all outstanding bonds payablefrom the income and revenues of the Storm Water System each year.

Additional Bonds Test: The City reserves the right and privilege to issue additional revenue bonds, from time totime, payable from Storm Water System revenues and ranking on a parity with any outstanding Storm Water Systemrevenue bonds. Before such additional parity bonds are issued, the City must demonstrate that all of the followingconditions shall be met: (1) the net revenues (as defined in the Bond Resolution) of the Storm Water System for thefiscal year next preceding the issuance of such additional revenue bonds were at least equal to 1.20 times themaximum annual debt service that will be required in any fiscal year for principal and interest on all bonds thenoutstanding payable from the net revenues and the additional revenue bonds then proposed to be issued, provided

3

however, that if prior to the authorization of such additional revenue bonds the City shall have adopted and put intoeffect a revised schedule of fees for the use of the Storm Water System then the net revenues of the Storm WaterSystem for the last completed fiscal year which, in the written opinion of an independent consulting engineer orcertified public accountant employed for that purpose, would have resulted from such rates had they been in effectfor such period, may be used in lieu of the actual net revenues for the last completed fiscal year; (2) the paymentsrequired to be made into the various funds and accounts , together with any required balances, must be certified ascurrent by the Finance Director of the City; (3) the additional bonds must be payable as to principal on May 1 of eachyear in which principal falls due and as to interest on May 1 and November 1 of each year, and the rate of interestborne by the additional revenue bonds may be fixed or variable; (4) the proceeds of the additional bonds must be usedsolely to refund Bonds or for purchasing, acquiring, constructing, extending, adding to, improving, conducting,controlling, operating or managing the Utility; and (5) there shall be on deposit in the Reserve Account the DebtService Reserve Requirement on the Bonds then outstanding and the additional revenue bonds then being issued.

Service to City: The reasonable cost and value of any use of the Storm Water System by the City, if any, shall becharged against the City, and shall be by it paid as the use occurs, out of the current revenues of the City collectedor in the process of collection, exclusive of the revenues derived from the Storm Water System, and out of the taxlevy of the City made by it to raise money to meet its necessary current expenses; provided, that, for purposes of thisdocument and the Bond Resolution, and subject to annual appropriation, the value of such service to the City shallbe deemed to be the difference, if any, between the revenues and the amount necessary to pay the principal of andinterest on the Bonds and to replenish any deficiency in the Reserve Account. Such compensation for such servicerendered to the City shall be considered a portion of the revenues.

Bond Reserve Account: The City covenants to establish and maintain a Reserve Account in an amount equal to the maximum annual debt service on the outstanding Bonds and any outstanding parity bonds. Upon issuance of theBonds, an amount necessary to make the amount on deposit in the Reserve Account equal to the reserve requirementwill be deposited in the Reserve Account.

Defeasance: All Bonds and the interest accrued thereon shall be deemed to be paid within the meaning of the BondResolution when payment of the principal of and premium, if any, on the Bonds, plus interest thereon to the datethereof (whether such due date be by reason of maturity or upon redemption prior to maturity as provided in the BondResolution, or otherwise), either (i) will have been made or caused to be made in accordance with the terms of theBonds and the Bond Resolution, or (ii) will have been provided for by irrevocably depositing with the Paying Agentor a trustee or escrow agent, in trust, and irrevocably setting aside exclusively for such payment (1) moneys sufficientto make such payment or (2) direct obligations of the United States of America or other obligations the timelypayment of the principal of and interest on are unconditionally guaranteed by the full faith and credit of the UnitedStates of America, which are not callable prior to maturity and which mature and bear interest, without reinvestment,in such amounts and on such dates as will provide sufficient moneys to make such payment, and all necessary andproper fees, compensation and expenses of the Paying Agent or such trustee or escrow agent shall have been paidor the payment thereof provided for. At such time as the Bonds shall be deemed to be paid under the BondResolution, as aforesaid, they shall no longer be secured by or entitled to the benefits of the Bond Resolution, exceptfor the purposes of any such payment from such moneys or obligations. It is expressly provided in the BondResolution that fewer than all of the bonds outstanding may be defeased at any time or from time to time and fewerthan all of the Bonds of a single maturity may be defeased.

STORM WATER SYSTEM REVENUE DEBT OUTSTANDING

All outstanding Storm Water System Revenue debt of the City is listed on the following page.

HISTORIC STORM WATER SYSTEM DEBT SERVICE COVERAGES

The exhibit on the Page 7 presents the three-year historic debt service coverages of the Storm Water System.

4

City of O

shko

sh, W

isconsin

Sche

dule of B

onde

d Inde

bted

ness

Revenu

e Deb

t Secured

 by Stormwater Reven

ues

(As o

f 07/01

/202

0)

3876

433

8390

3929

533

8387

3272

8532

7691

3278

6732

9345

3287

9533

0638

3290

0733

1082

Dated

Amou

nt

Maturity

Calend

ar 

Year End

ing

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lInterest

2020

064

,738

020

4,46

30

114,46

90

179,85

90

55,428

016

9,92

520

2132

5,00

012

4,60

069

0,00

039

8,57

536

5,00

022

1,63

870

0,00

034

5,71

922

5,00

010

8,60

695

0,00

032

5,60

020

2233

5,00

011

4,70

071

0,00

037

7,57

537

5,00

020

6,83

873

0,00

031

7,11

923

0,00

010

2,90

699

5,00

029

1,45

020

2334

5,00

010

5,79

473

0,00

035

5,97

539

5,00

019

1,43

875

0,00

028

7,51

924

0,00

095

,856

1,05

0,00

025

0,55

020

2435

0,00

097

,756

755,00

033

3,22

840

5,00

017

7,46

378

5,00

025

6,81

924

5,00

088

,581

1,11

5,00

020

7,25

020

2536

0,00

089

,100

780,00

030

8,26

942

0,00

016

5,08

882

0,00

022

4,71

925

0,00

082

,406

1,15

5,00

017

3,40

020

2637

0,00

079

,744

805,00

028

1,01

943

0,00

015

2,33

854

5,00

019

7,41

925

5,00

077

,356

1,21

5,00

014

9,70

020

2738

0,00

069

,188

840,00

025

0,13

144

5,00

013

8,93

456

5,00

017

8,04

426

0,00

072

,206

1,27

5,00

012

3,20

620

2839

0,00

057

,638

870,00

021

5,93

146

0,00

012

4,50

658

0,00

016

0,86

926

5,00

066

,956

1,31

0,00

093

,306

2029

405,00

045

,713

910,00

018

0,33

147

5,00

010

9,01

659

5,00

014

3,24

427

0,00

061

,438

1,37

5,00

057

,125

2030

415,00

033

,413

945,00

014

3,23

149

0,00

092

,425

615,00

012

4,70

928

0,00

055

,244

1,46

0,00

018

,250

2031

430,00

020

,469

985,00

010

4,63

151

0,00

074

,925

635,00

010

4,78

128

5,00

048

,356

2032

440,00

06,87

51,02

5,00

064

,431

530,00

055

,400

655,00

083

,819

295,00

040

,922

2033

1,06

5,00

021

,966

550,00

033

,800

680,00

061

,700

300,00

032

,925

2034

570,00

011

,400

705,00

037

,888

310,00

024

,150

2035

730,00

012

,775

320,00

014

,700

2036

330,00

04,95

020

3720

3820

3920

40

4,54

5,00

090

9,72

511

,110

,000

3,23

9,75

66,42

0,00

01,86

9,67

510

,090

,000

2,71

7,00

04,36

0,00

01,03

2,98

811

,900

,000

1,85

9,76

3

‐‐Con

tinued on

 next p

age

Storm W

ater Rev

 Bon

dSerie

s 201

6I

10/19/20

16$1

5,29

5,00

0

05/01

Storm W

ater Rev

 Bon

dSerie

s 201

6E

07/20/20

16$5

,175

,000

05/01

Storm W

ater Rev

 Bon

dSerie

s 201

5C

09/02/20

15$1

3,11

5,00

0

05/01

Storm W

ater Rev

 Bon

dSerie

s 201

4A

07/15/20

14$8

,300

,000

05/01

Storm W

ater Rev

 Bon

dSerie

s 201

3A

06/27/20

13$1

5,22

0,00

0

05/01

Storm W

ater Rev

 Bon

dSerie

s 20

12D

11/01/20

12$6

,810

,000

05/01

5

City of O

shko

sh, W

isconsin

Sche

dule of B

onde

d Inde

bted

ness con

tinue

dRe

venu

e Deb

t Secured

 by Stormwater Reven

ues

(As o

f 07/01

/202

0)

2019

Net Reven

ue32

9551

3319

5833

1656

3347

3933

2252

3391

9533

5367

3434

67Av

ailable

Dated

for D

ebt

Amou

ntService**

8,67

0,97

6.00

Maturity

Calend

ar 

Year End

ing

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lEstim

ated

 Interest

Total Prin

cipa

lTo

tal Interest

Total P

 & I

Principa

l Outstan

ding

% Paid

Calend

ar 

Year 

Ending

Coverage

2020

017

0,66

30

190,25

00

148,10

00

00

1,29

7,89

41,29

7,89

479

,730

,000

.00%

2020

020

2136

0,00

033

5,92

535

5,00

037

1,62

527

5,00

028

9,32

517

0,00

015

6,49

44,41

5,00

02,67

8,10

77,09

3,10

775

,315

,000

5.54

%20

211.22

2022

375,00

032

1,15

037

5,00

035

3,37

528

0,00

027

5,45

021

0,00

011

4,01

04,61

5,00

02,47

4,57

37,08

9,57

370

,700

,000

11.33%

2022

1.22

2023

390,00

030

2,02

539

0,00

033

4,25

029

5,00

026

1,07

521

5,00

011

0,31

84,80

0,00

02,29

4,80

07,09

4,80

065

,900

,000

17.35%

2023

1.22

2024

410,00

028

2,02

541

0,00

031

4,25

029

0,00

024

6,45

022

0,00

010

6,43

64,98

5,00

02,11

0,25

87,09

5,25

860

,915

,000

23.60%

2024

1.22

2025

435,00

026

0,90

043

5,00

029

3,12

528

5,00

023

2,07

522

0,00

010

2,36

15,16

0,00

01,93

1,44

27,09

1,44

255

,755

,000

30.07%

2025

1.22

2026

455,00

023

8,65

045

5,00

027

0,87

535

5,00

021

6,07

522

5,00

098

,059

5,11

0,00

01,76

1,23

46,87

1,23

450

,645

,000

36.48%

2026

1.26

2027

480,00

021

5,27

548

0,00

024

7,50

037

5,00

019

7,82

523

0,00

093

,466

5,33

0,00

01,58

5,77

56,91

5,77

545

,315

,000

43.16%

2027

1.25

2028

500,00

019

3,27

550

0,00

022

4,25

039

0,00

017

8,70

023

5,00

088

,558

5,50

0,00

01,40

3,98

96,90

3,98

939

,815

,000

50.06%

2028

1.26

2029

520,00

017

2,87

552

5,00

020

2,50

041

5,00

015

8,57

524

0,00

083

,338

5,73

0,00

01,21

4,15

36,94

4,15

334

,085

,000

57.25%

2029

1.25

2030

540,00

015

1,67

554

5,00

018

2,46

343

0,00

014

1,75

024

5,00

077

,806

5,96

5,00

01,02

0,96

66,98

5,96

628

,120

,000

64.73%

2030

1.24

2031

560,00

012

9,67

556

0,00

016

3,12

544

5,00

012

8,62

525

5,00

071

,911

4,66

5,00

084

6,49

85,51

1,49

823

,455

,000

70.58%

2031

1.57

2032

585,00

010

9,70

058

0,00

014

3,90

045

5,00

011

5,12

526

0,00

065

,683

4,82

5,00

068

5,85

45,51

0,85

418

,630

,000

76.63%

2032

1.57

2033

600,00

091

,925

600,00

012

4,72

547

0,00

010

1,25

026

5,00

059

,174

4,53

0,00

052

7,46

55,05

7,46

514

,100

,000

82.32%

2033

1.71

2034

620,00

073

,238

620,00

010

4,51

348

5,00

086

,925

270,00

052

,362

3,58

0,00

039

0,47

43,97

0,47

410

,520

,000

86.81%

2034

2.18

2035

640,00

053

,550

640,00

083

,250

500,00

072

,150

280,00

045

,183

3,11

0,00

028

1,60

83,39

1,60

87,41

0,00

090

.71%

2035

2.56

2036

660,00

032

,825

670,00

060

,725

515,00

056

,925

285,00

037

,652

2,46

0,00

019

3,07

72,65

3,07

74,95

0,00

093

.79%

2036

3.27

2037

680,00

011

,050

690,00

036

,925

530,00

041

,250

295,00

029

,818

2,19

5,00

011

9,04

32,31

4,04

32,75

5,00

096

.54%

2037

3.75

2038

710,00

012

,425

545,00

025

,125

305,00

021

,641

1,56

0,00

059

,191

1,61

9,19

11,19

5,00

098

.50%

2038

5.36

2039

565,00

08,47

531

0,00

013

,179

875,00

021

,654

896,65

432

0,00

099

.60%

2039

9.67

2040

320,00

04,44

632

0,00

04,44

632

4,44

60

100.00

%20

4026

.73

8,81

0,00

03,14

6,40

09,54

0,00

03,71

4,05

07,90

0,00

02,98

1,25

05,05

5,00

01,43

1,89

579

,730

,000

22,902

,501

102,63

2,50

1

* Prelim

inary, su

bject to change.

**The de

bt se

rvice coverage ra

tios include

d on

 this page are calculated using 20

19 Net Reven

ues. No guarantee can be

 given

 that th

e Net Reven

ues in future years will be the same as th

e Net Reven

ues in 20

19 and

 future Net Reven

ues m

ay be materially 

diffe

rent.

Storm W

ater Utility

 Reven

ue Bon

dsSerie

s 202

0C

07/02/20

20$5

,055

,000

*

05/01

Storm W

ater Utility

 Rev

 Bon

dsSerie

s 201

9C

06/27/20

19$8

,060

,000

05/01

Storm W

ater Rev

 Bon

dSerie

s 201

8C

06/28/20

18$1

0,06

0,00

0

05/01

Storm W

ater Rev

 Bon

dSerie

s 201

7E

07/20/20

17$9

,720

,000

05/01

6

CITY OF OSHKOSH, WISCONSIN

HISTORIC STATEMENT OF REVENUES AND EXPENSES

The following table shows the historic comparison of Net Revenues and debt service secured byrevenues of the storm water system for the three-year period ending December 31, 2018.

Audited Audited Audited2016 2017 2018

Operating RevenuesStorm water revenues 8,747,443$ 9,228,659$ 9,983,418$ Other Operating Revenues 14,944 25,906 2,905

Total Operating Revenues 8,762,387 9,254,565 9,986,323

Operating ExpensesOperation and Maintenance 2,117,352 2,051,219 2,107,879 Depreciation and Amortization 1,776,023 1,911,772 2,084,942 Taxes - Payroll & Other 60,485 63,482 64,625

Total Operating Expenses 3,953,860 4,026,473 4,257,446

Operating Income 4,808,527 5,228,092 5,728,877

Plus: Depreciation and Amortization 1,776,023 1,911,772 2,084,942 Interest Income 86,840 137,556 241,453 BAB Credit 320,958 - -

Net Revenues Available for Debt Service 6,992,348$ 7,277,420$ 8,055,272$

Debt Service2005C Storm Water System Revenue Bonds 355,864$ -$ -$2010E Storm Water System Revenue Bonds 1,564,098$ -$ -$2012D Storm Water System Revenue Bonds 449,675$ 446,200$ 447,500$ 2013A Storm Water System Revenue Bonds 1,089,650$ 1,086,575$ 1,087,975$ 2014A Storm Water System Revenue Bonds 584,138$ 586,163$ 584,613$ 2015C Storm Water System Revenue Bonds 1,044,603$ 1,044,019$ 1,044,719$ 2016E Storm Water System Revenue Bonds -$ 331,131$ 331,656$ 2016I Storm Water System Revenue Bonds -$ 1,229,648$ 1,235,700$ 2017E Storm Water System Revenue Bonds -$ -$ 693,670$

Total Debt Service 5,088,028$ 4,723,736$ 5,425,833$

Debt Service Coverage 1.37 1.54 1.48

7

DESCRIPTION OF THE STORM WATER SYSTEM

The Storm Water System’s finances are kept within a separate enterprise fund. The City contains approximately27.70 square miles of urban watershed. Runoff is collected by the Storm Water System and drains Lake Butte desMorts, the Fox River and Lake Winnebago. The City created the Storm Water System in 2002. The purpose of theStorm Water System was to create a funding mechanism to address flooding problems in parts of the City and toprovide operating revenue to comply with the requirements of the federal Clean Water Act. An Equivalent RunoffUnit (“ERU”) is equivalent to 2,817 square feet of impervious area.

The Storm Water System operations are governed by the Common Council of the City and are directed by theDirector of Public Works. The Storm Water System consists of approximately 275 miles of storm sewer piping ofvarious sizes, twenty (20) storm water detention basins, and three (3) storm water pump stations.

YearTotal Billings

2015 $8,035,662

2016 8,816,884

2017 9,560,743

2018 10,321,040

2019 10,611,785

HISTORY OF USAGE (ERU)

Year Residential Commercial1 IndustrialPublic

Authority Total

2015 18,908 29,473 6,167 4,944 59,4922016 18,961 28,579 6,134 4,721 58,3952017 18,981 28,367 6,099 4,610 58,0572018 19,041 28,738 6,166 4,645 58,5902019 21,279 26,956 6,161 4,618 59,014

1 Includes Multi-family properties

8

LARGER USERS

Following are larger users of the Storm Water System for 2019:

Larger User 2019 TotalERUs Billing

Percentageof Total

Winnebago County 3,067 $589,755 5.56%

Oshkosh Corporation 2,232 414,376 3.90%

City of Oshkosh 1,652 308,235 2.90%

State of Wisconsin 1,455 257,278 2.42%

Oshkosh Area School District 1,246 253,512 2.39%

UW-Oshkosh 1,204 209,619 1.98%

Bemis/Curwood/Millprint 1,045 191,256 1.80%

Experimental Aircraft Association 725 150,929 1.42%

Bergstrom Corporation 575 106,291 1.00%

BFO Factory Outlets 408 66,154 0.62%

STORM WATER DRAINAGE RATES

All publicly and privately owned real property in the City is charged $49.23 per calculated equivalent residential unit(ERU) per quarter. A late payment charge of 1% per month is added to bills not paid within 20 days of issuance. The late payment charge is applicable to all customers. The Storm Water Drainage rates became effective April 1,2020. The rate structure is as follows:

Customer Class ERUSmall Residential (3,750 sq ft) 13,488

Large Residential (>3,750 sq ft) 3,365

All other developed areas 41,497 Total imperviousarea/2,817

Source of Revenue Percentage 2019 ERU’sResidential / Multi Family 36.1% 21,279Commercial 45.7% 26,956Industrial 10.4% 6,161Public Authority 7.8% 4,618Total 100.0% 59,014

9

CONCURRENT FINANCING

By means of separate Preliminary Official Statements, the City will be issuing its $10,870,000* General ObligationCorporate Purpose Bonds, Series 2020A (the "Series 2020A Bonds"), and $7,360,000 General Obligation PromissoryNotes, Series 2020B (the "Series 2020B Notes") on July 1, 2020 and its $5,900,000* Water System Revenue Bonds,Series 2020D (the "Series 2020D Bonds") and $14,925,000* Sewer System Revenue Bonds, Series 2020E (the"Series 2020E Bonds") on July 16, 2020 (the Series 2020B Notes, Series 2020C Bonds, Series 2020D Bonds andSeries 2020E Bonds, collectively, the "Concurrent Obligations").

RATING

General obligation debt of the City is currently rated "Aa3" by Moody’s Investors Service, Inc. (“Moody’s”)Outstanding storm water revenue debt of the City is currently rated "A1", water revenue and sewer revenue debt ofthe City is currently rated "Aa3" by Moody’s.

The City has requested a rating on the Bonds from Moody's, and bidders will be notified as to the assigned ratingprior to the sale. Such rating reflects only the views of such organization and explanations of the significance of suchrating may be obtained from Moody's. Generally, a rating agency bases its rating on the information and materialsfurnished to it and on investigations, studies and assumptions of its own. There is no assurance that such rating willcontinue for any given period of time or that it will not be revised downward or withdrawn entirely by such ratingagency, if in the judgment of such rating agency circumstances so warrant. Any such downward revision orwithdrawal of such rating may have an adverse effect on the market price of the Bonds.

Such rating is not to be construed as a recommendation of the rating agency to buy, sell or hold the Bonds, and therating assigned by the rating agency should be evaluated independently. Except as may be required by the DisclosureUndertaking described under the heading "CONTINUING DISCLOSURE" neither the City nor the underwriterundertake responsibility to bring to the attention of the owner of the Bonds any proposed changes in or withdrawalof such rating or to oppose any such revision or withdrawal.

CONTINUING DISCLOSURE

In order to assist brokers, dealers, and municipal securities dealers, in connection with their participation in theoffering of the Bonds, to comply with Rule 15c2-12 promulgated by the Securities and Exchange Commission,pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the City shall agree to provide certaininformation to the Municipal Securities Rulemaking Board (MSRB) through its Electronic Municipal Market Access(EMMA) system, or any system that may be prescribed in the future. The Rule was last amended, effective February27, 2019, to include an expanded list of material events.

On the date of issue and delivery, the City will execute and deliver a Continuing Disclosure Undertaking insubstantially the form attached hereto as Appendix D, under which the City will covenant for the benefit of holdersincluding beneficial holders, to provide electronically, or in a manner otherwise prescribed, certain financialinformation annually and to provide notices of the occurrence of certain events enumerated in the Rule (the"Disclosure Undertaking"). The details and terms of the Disclosure Undertaking are set forth in Appendix D.

A failure by the City to comply with any Disclosure Undertaking will not constitute an event of default on the Bonds. However, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price.

*Preliminary, subject to change

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In the previous five years, the City believes it has not failed to comply in all material respects with its priorundertakings under the Rule. The City has reviewed its continuing disclosure responsibilities along with any changesto the Rule, to ensure compliance. Ehlers is currently engaged as dissemination agent for the City.

LEGAL OPINION

An opinion as to the validity of the Bonds and the exemption from federal taxation of the interest thereon will befurnished by Chapman and Cutler LLP, Bond Counsel to the City, and will be available at the time of delivery ofthe Bonds. The proposed form of opinion of Bond Counsel is attached hereto as Appendix B.

STATEMENT REGARDING COUNSEL PARTICIPATION

Certain legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approving legalopinion of Bond Counsel who has been retained by, and acts as, Bond Counsel to the City. Bond Counsel has notassumed responsibility for this Preliminary Official Statement or participated in its preparation (except with respectto the section entitled "TAX EXEMPTION" in this Preliminary Official Statement and the "FORM OF LEGALOPINION" found in Appendix B of this Preliminary Official Statement). Bond Counsel has not been retained orconsulted on disclosure matters, and has not undertaken to review or verify the accuracy, completeness or sufficiencyof this Preliminary Official Statement or other offering material relating to the Bonds, and assumes no responsibilityfor the statements or information contained in or incorporated by reference in this Preliminary Official Statement,except that in its capacity as Bond Counsel, Chapman and Cutler LLP has, at the request of the City, reviewed thesection entitled "TAX EXEMPTION" in this Preliminary Official Statement and has provided the "FORM OFLEGAL OPINION" found in Appendix B of this Preliminary Official Statement. This review was undertaken solelyat the request and for the benefit of the City and did not include any obligation to establish or confirm factual mattersset forth herein.

TAX EXEMPTION

Federal tax law contains a number of requirements and restrictions which apply to the Bonds, including investmentrestrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of bondproceeds and the facilities financed therewith, and certain other matters. The City has covenanted to comply withall requirements that must be satisfied in order for the interest on the Bonds to be excludable from gross income forfederal income tax purposes. Failure to comply with certain of such covenants could cause interest on the Bonds tobecome includible in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds.

Subject to the City’s compliance with the above-referenced covenants, under present law, in the opinion of BondCounsel, interest on the Bonds is excludable from the gross income of the owners thereof for federal income taxpurposes, and is not included as an item of tax preference in computing the federal alternative minimum tax forindividuals under the Internal Revenue Code of 1986, as amended (the "Code").

In rendering its opinion, Bond Counsel will rely upon certifications of the City with respect to certain material factswithin the City’s knowledge. Bond Counsel’s opinion represents its legal judgment based upon its review of the lawand the facts that it deems relevant to render such opinion and is not a guarantee of a result.

Ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including,without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies,

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certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers whomay be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as to applicability of any such collateralconsequences.

The issue price for original issue discount (as further discussed below) and market discount purposes (the “OID IssuePrice”) for each maturity of the Bonds is the price at which a substantial amount of such maturity of the Bonds isfirst sold to the public (excluding bond houses and brokers and similar persons or organizations acting in the capacityof underwriters, placement agents or wholesalers). The OID Issue Price of a maturity of the Bonds may be differentfrom the price set forth, or the price corresponding to the yield set forth, on the cover page hereof.

If the OID Issue Price of a maturity of the Bonds is less than the principal amount payable at maturity, the differencebetween the OID Issue Price of each such maturity, if any, of the Bonds (the “OID Bonds”) and the principal amountpayable at maturity is original issue discount.

For an investor who purchases an OID Bond in the initial public offering at the OID Issue Price for such maturityand who holds such OID Bond to its stated maturity, subject to the condition that the City complies with thecovenants discussed above, (a) the full amount of original issue discount with respect to such OID Bond constitutesinterest which is excludable from the gross income of the owner thereof for federal income tax purposes; (b) suchowner will not realize taxable capital gain or market discount upon payment of such OID Bond at its stated maturity;(c) such original issue discount is not included as an item of tax preference in computing the alternative minimumtax for individuals under the Code; and (d) the accretion of original issue discount in each year may result in certaincollateral federal income tax consequences in each year even though a corresponding cash payment may not bereceived until a later year. Owners of OID Bonds should consult their own tax advisors with respect to the state andlocal tax consequences of original issue discount on such OID Bonds.

Owners of Bonds who dispose of Bonds prior to the stated maturity (whether by sale, redemption or otherwise),purchase Bonds in the initial public offering, but at a price different from the OID Issue Price or purchase Bondssubsequent to the initial public offering should consult their own tax advisors.

If a Bond is purchased at any time for a price that is less than the Bond’s stated redemption price at maturity or, inthe case of an OID Bond, its OID Issue Price plus accreted original issue discount (the “Revised Issue Price”), thepurchaser will be treated as having purchased a Bond with market discount subject to the market discount rules ofthe Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary incomeand is recognized when a Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or,at the purchaser’s election, as it accrues. Such treatment would apply to any purchaser who purchases an OID Bondfor a price that is less than its Revised Issue Price even if the purchase price exceeds par. The applicability of themarket discount rules may adversely affect the liquidity or secondary market price of such Bond. Purchasers shouldconsult their own tax advisors regarding the potential implications of market discount with respect to the Bonds.

An investor may purchase a Bond at a price in excess of its stated principal amount. Such excess is characterizedfor federal income tax purposes as “bond premium” and must be amortized by an investor on a constant yield basisover the remaining term of the Bond in a manner that takes into account potential call dates and call prices. Aninvestor cannot deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium istreated as a reduction in the tax-exempt interest received. As bond premium is amortized, it reduces the investor’sbasis in the Bond. Investors who purchase a Bond at a premium should consult their own tax advisors regarding theamortization of bond premium and its effect on the Bond’s basis for purposes of computing gain or loss in connectionwith the sale, exchange, redemption or early retirement of the Bond.

There are or may be pending in the Congress of the United States legislative proposals, including some that carryretroactive effective dates, that, if enacted, could alter or amend the federal tax matters referred to above or affect

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the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enactedor whether, if enacted, it would apply to bonds issued prior to enactment. Prospective purchasers of the Bonds shouldconsult their own tax advisors regarding any pending or proposed federal tax legislation. Bond Counsel expressesno opinion regarding any pending or proposed federal tax legislation.

The Internal Revenue Service (the “Service”) has an ongoing program of auditing tax-exempt obligations todetermine whether, in the view of the Service, interest on such tax-exempt obligations is includible in the grossincome of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service willcommence an audit of the Bonds. If an audit is commenced, under current procedures the Service may treat the Cityas a taxpayer and the Bondholders may have no right to participate in such procedure. The commencement of anaudit could adversely affect the market value and liquidity of the Bonds until the audit is concluded, regardless ofthe ultimate outcome.

Payments of interest on, and proceeds of the sale, redemption or maturity of, tax-exempt obligations, including theBonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply toany such payments to any Bond owner who fails to provide an accurate Form W-9 Request for TaxpayerIdentification Number and Certification, or a substantially identical form, or to any Bond owner who is notified bythe Service of a failure to report any interest or dividends required to be shown on federal income tax returns. Thereporting and backup withholding requirements do not affect the excludability of such interest from gross incomefor federal tax purposes.

ORIGINAL ISSUE PREMIUM

To the extent that the initial offering price of certain of the Bonds is more than the principal amount payable atmaturity, such Bonds (“Premium Bonds”) will be considered to have bond premium.

Any Premium Bond purchased in the initial offering at the issue price will have “amortizable bond premium” withinthe meaning of Section 171 of the Code. The amortizable bond premium of each Premium Bond is calculated on adaily basis from the issue date of such Premium Bond until its stated maturity date or (call date, if any) on the basisof a constant interest rate compounded at each accrual period (with straight line interpolation between thecompounding dates). An owner of a Premium Bond that has amortizable bond premium is not allowed any deductionfor the amortizable bond premium; rather the amortizable bond premium attributable to a taxable year is appliedagainst (and operates to reduce) the amount of tax-exempt interest payments on the Premium Bonds. During eachtaxable year, such owner must reduce his or her tax basis in such Premium Bond by the amount of the amortizablebond premium that is allocable to the portion of such taxable year during which the holder held such Premium Bond. The adjusted tax basis in a Premium Bond will be used to determine taxable gain or loss upon a disposition (includingthe sale, exchange, redemption, or payment at maturity) of such Premium Bond.

Owners of Premium Bonds who did not purchase such Premium Bonds in the initial offering at the issue price shouldconsult their own tax advisors with respect to the tax consequences of owning such Premium Bonds. Owners ofPremium Bonds should consult their own tax advisors with respect to state and local tax consequences of owning thePremium Bonds.

ORIGINAL ISSUE DISCOUNT

Certain of the Bonds (the “Discount Bonds”) are being sold at a discount from the principal amount payable on suchBonds at maturity. The difference between the initial offering price at which a substantial amount of the DiscountBond of a given maturity is sold to the public and the principal amount payable at maturity constitutes “original issuediscount” under the Code. The amount of original issue discount that is deemed to accrue to a holder of a Discount

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Bond under Section 1288 of the Code is excluded from gross income for federal income tax purposes and fromtaxable net income of individuals, estates and trusts for Wisconsin income tax purposes to the same extent that statedinterest on such Discount Bond would be so excluded. The amount of the original issue discount that is treated asaccruing with respect to a Discount Bond is added to the tax basis of the owner in determining, for such purposes,gain or loss upon disposition of such Discount Bond (whether by sale, exchange, redemption or payment at maturity).

Interest in the form of original issue discount is treated under Section 1288 as accruing at a constant yield andcompounding semiannually on days that are determined by reference to the maturity date of the Discount Bond. Theamount of original issue discount that is treated as accruing for any particular semiannual accrual period generallyis equal to the excess of (i) the product of (a) one-half of the yield on such Bonds (adjusted as necessary for an initialshort period) and (b) the adjusted issue price of such Bonds, over (ii) the amount of stated interest actually payable. For purposes of the preceding sentence, the adjusted issue price is determined by adding to the initial offering pricefor such Bonds the original issue discount that is treated as having accrued during all prior semiannual accrualperiods. If a Discount Bond is sold or otherwise disposed of between semiannual compounding dates, then theoriginal issue discount that would have accrued for that semiannual accrual period is to be apportioned in equalamounts among the days in such accrual period.

If a Discount Bond is purchased for a cost that exceeds the sum of (i) the initial public offering price, plus (ii) accruedinterest and accrued original issue discount, the amount of original issue discount that is deemed to accrue thereafterto the purchaser is reduced by an amount that reflects amortization of such excess over the remaining term of suchBond.

It is possible under certain state and local income tax laws that original issue discount on a Discount Bond may betaxable in the year of accrual, and may be deemed to accrue earlier than under federal law. Holders of DiscountBonds should consult their own tax advisors with respect to the state and local tax consequences of owning suchDiscount Bonds.

NON-QUALIFIED TAX-EXEMPT OBLIGATIONS

The City will NOT designate the Bonds as "qualified tax-exempt obligations" pursuant to Section 265 of the InternalRevenue Code of 1986, as amended, which permits financial institutions to deduct interest expenses allocable to theBonds to the extent permitted under prior law.

MUNICIPAL ADVISOR

Ehlers has served as municipal advisor to the City in connection with the issuance of the Bonds. The MunicipalAdvisor cannot participate in the underwriting of the Bonds. The financial information included in this PreliminaryOfficial Statement has been compiled by the Municipal Advisor. Such information does not purport to be a review,audit or certified forecast of future events and may not conform with accounting principles applicable to compilationsof financial information. Ehlers is not a firm of certified public accountants. Ehlers is registered with the Securitiesand Exchange Commission and the MSRB as a municipal advisor. Ehlers makes no representation, warranty orguarantee regarding the accuracy or completeness of the information in this Preliminary Official Statement, and itsassistance in preparing this Preliminary Official Statement should not be construed as a representation that it hasindependently verified such information.

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MUNICIPAL ADVISOR AFFILIATED COMPANIES

Bond Trust Services Corporation ("BTSC") and Ehlers Investment Partners, LLC ("EIP") are affiliate companies ofEhlers. BTSC is chartered by the State of Minnesota and authorized in Minnesota, Wisconsin, Colorado, and Illinoisto transact the business of a limited purpose trust company. BTSC provides paying agent services to debt issuers. EIP is a Registered Investment Advisor with the Securities and Exchange Commission. EIP assists issuers with theinvestment of bond proceeds or investing other issuer funds. This includes escrow bidding agent services. Issuers,such as the City, have retained or may retain BTSC and/or EIP to provide these services. If hired, BTSC and/or EIPwould be retained by the City under an agreement separate from Ehlers.

INDEPENDENT AUDITORS

The basic financial statements of the City for the fiscal year ended December 31, 2018 have been audited byCliftonLarsonAllen LLP, Wausau, Wisconsin, independent auditors (the "Auditor"). The report of the Auditor,together with the basic financial statements, component units financial statements, and notes to the financialstatements are attached hereto as "APPENDIX A – FINANCIAL STATEMENTS". The Auditor has not beenengaged to perform and has not performed, since the date of its report included herein, any procedures on thefinancial statements addressed in that report. The Auditor also has not performed any procedures relating to thisPreliminary Official Statement.

RISK FACTORS

Following is a description of possible risks to holders of the Bonds without weighting as to probability. Thisdescription of risks is not intended to be all-inclusive, and there may be other risks not now perceived or listed here.

System Revenues: Should rates set be inadequate to cover expenses, an unusual number of delinquencies occur, ora major breakdown or other disaster cause the Storm Water System to be inoperable, a shortfall of revenues couldresult in a delay of debt payments.

Larger Users: Should larger users increase or decrease usage of the storm water service currently provided, therevenues of the Storm Water System will be affected proportionately.

Ratings; Interest Rates: In the future, the City's credit rating may be reduced or withdrawn, or interest rates for thistype of obligation may rise generally, either possibility resulting in a reduction in the value of the Bonds for resaleprior to maturity.

Tax Exemption: If the federal government taxes all or a portion of the interest on municipal bonds or notes or ifthe State government increases its tax on interest on bonds and notes, directly or indirectly, or if there is a changein federal or state tax policy, then the value of these Bonds may fall for purposes of resale. Noncompliance by theCity with the covenants in the Authorizing Resolution relating to certain continuing requirements of the Code mayresult in inclusion of interest to be paid on the Bonds in gross income of the recipient for United States income taxpurposes, retroactive to the date of issuance.

Continuing Disclosure: A failure by the City to comply with the Disclosure Undertaking for continuing disclosure(see "CONTINUING DISCLOSURE") will not constitute an event of default on the Bonds. Any such failure mustbe reported in accordance with the Rule and must be considered by any broker, dealer, or municipal securities dealerbefore recommending the purchase or sale of the Bonds in the secondary market. Such a failure may adversely affectthe transferability and liquidity of the Bonds and their market price.

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Book-Entry-Only System: The timely credit of payments for principal and interest on the Bonds to the accountsof the Beneficial Owners of the Bonds may be delayed due to the customary practices, standing instructions or forother unknown reasons by DTC participants or indirect participants. Since the notice of redemption or other noticesto holders of these obligations will be delivered by the City to DTC only, there may be a delay or failure by DTC,DTC participants or indirect participants to notify the Beneficial Owners of the Bonds.

Depository Risk: Wisconsin Statutes direct the local treasurer to immediately deposit upon receipt thereof, the fundsof the municipality in a public depository designated by the governing body. A public depository means a federalor state credit union, federal or state savings and loan association, state bank, savings and trust company, mutualsavings bank or national bank in Wisconsin or the local government pooled investment fund operated by the StateInvestment Board. It is not uncommon for a municipality to have deposits exceeding limits of federal and stateinsurance programs. Failure of a depository could result in loss of public funds or a delay in obtaining them. Sucha loss or delay could interrupt a timely payment of municipal debt.

Economy: A combination of economic, climatic, political or civil disruptions or terrorist actions outside of thecontrol of the City, including loss of major taxpayers or major employers, could affect the local economy and resultin reduced tax collections and/or increased demands upon local government. Real or perceived threats to the financialstability of the City may have an adverse effect on the value of the Bonds in the secondary market. On April 20, 2020,the University of Wisconsin – Oshkosh, a major employer within the City, announced that it would furlough certainemployees continuously through August 31, 2020 as a result of COVID-19, while certain other employees would besubject to furloughs of two days per month. On April 29, 2020 Oshkosh Corporation, another major employer withinthe City, confirmed a prior announcement in March 2020 that certain layoffs would be occurring at OshkoshCorporation facilities outside of Wisconsin due to the COVID-19 pandemic. The company later confirmed to CityManager Mark Rohloff that its local facilities were filling orders well into 2021. No local layoffs are planned oranticipated. Due to the COVID-19 pandemic, local corporate officers and senior level managers would be taking paycuts as part of a corporate-wide response to the pandemic and its impact on other non-Wisconsin productionfacilities.

Secondary Market for the Bonds: No assurance can be given that a secondary market will develop for the purchaseand sale of the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Theunderwriters are not obligated to engage in secondary market trading or to repurchase any of the Bonds at the requestof the owners thereof. Prices of the Bonds as traded in the secondary market are subject to adjustment upward anddownward in response to changes in the credit markets and other prevailing circumstances. No guarantee exists asto the future market value of the Bonds. Such market value could be substantially different from the originalpurchase price.

Bankruptcy: The rights and remedies of the holders may be limited by and are subject to the provisions of federalbankruptcy laws, to other laws, or equitable principles that may affect the enforcement of creditors’ rights, to theexercise of judicial discretion in appropriate cases and to limitations on legal remedies against local governments. The opinion of Bond Counsel to be delivered with respect to the Bonds will be similarly qualified. See "MUNICIPALBANKRUPTCY" herein.

Cybersecurity: The City is dependent on electronic information technology systems to deliver services. Thesesystems may contain sensitive information or support critical operational functions which may have value forunauthorized purposes. As a result, the electronic systems and networks may be targets of cyberattack. There can beno assurance that the City will not experience an information technology breach or attack with financial consequencesthat could have a material adverse impact. On January 28, 2020, the City experienced a ransomware attack. No dataor financial information was compromised as a result of the attack, and the City was able to restore its systems frombackups. .

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Impact of the Spread of COVID-19: In late 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan,Hubei Province, China. COVID-19 has spread throughout the world, including to the United States, resulting in theWorld Health Organization proclaiming COVID-19 to be a pandemic and President Trump declaring a nationalemergency. In response to the spread of COVID-19, the United States government, state governments, localgovernments and private industries have taken measures to limit social interactions in an effort to limit the spreadof COVID-19. The effects of the spread of COVID-19 and the government and private responses to the spreadcontinue to rapidly evolve. COVID-19 has caused significant disruptions to the global, national and State economy.The extent to which the coronavirus impacts the City and its financial condition will depend on future developments,which are highly uncertain and cannot be fully predicted by the City, including the duration of the outbreak andmeasures taken to address the outbreak. As of the date of the offering of the Bonds, the City has estimated thatGeneral Fund revenues will be $1.1 million less than budgeted for in 2020 as a result of COVID-19, and that anadditional $300,000 in COVID-19 related expenditures will be incurred. The City expects to utilize $1.4 million inunassigned General Fund balance to offset these lost revenues and increased expenditures. On March 12, 2020, Wisconsin Governor Tony Evers declared a public health emergency in the state in response tothe growing threat of COVID-19. That declaration included direction to the state Department of Health Services touse any and all required resources to respond to and contain the outbreak. Governor Evers followed that up with a"safer at home" order on March 24, 2020, closing nonessential businesses, banning gatherings of any size andimposing strict travel restrictions through April 24, 2020. On April 16, 2020, the "safer at home" order was extendedfrom April 24, 2020 through May 26, 2020. Schools will remain closed for the duration of the 2019-2020 school yearand continue distance learning, but certain non-essential businesses will be allowed to open operations on a limitedbasis during this time, including curbside pickup, delivery, mailings and minimum basic operations.

Also on April 16, 2020, President Trump outlined "Guidelines for Opening Up America Again," a three-phasedapproach to restarting the economy based on public health experts’ advice. The guidelines start with a set of criteriathat should be met before starting phases one to three. The criteria include a downward trajectory of people with flu-like and COVID-19-like symptoms for 14 days; a downward trajectory of documented cases for 14 days or adownward trajectory of positive tests as a percentage of total tests over a 14-day period; and hospitals with the abilityto treat all patients without crisis care and a robust testing program for at-risk healthcare workers.

On April 20, 2020, Governor Evers announced Wisconsin’s three-phased approach to reopening the State’s economy,based on President Trump’s guidelines, including similar criteria to be met before phase one can begin. On April 21,2020, Republican legislators in the State filed a lawsuit challenging the legality of the Order. On May 13, 2020, theWisconsin Supreme Court ruled that the State's "safer at home" order is unlawful, invalid and unenforceable becausethe emergency rulemaking procedures under Section 227.24 of the Wisconsin Statutes and procedures establishedby the Wisconsin Legislature for rulemaking if criminal penalties were to follow were not followed in connectionwith the order. The Supreme Court's decision does not invalidate any local health officials' orders or prevent futurelocal health officials' orders related to the COVID-19 pandemic.

The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bonds. In orderfor potential investors to identify risk factors and make an informed investment decision, potential investors shouldbe thoroughly familiar with this entire Official Statement and the Appendices hereto.

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VALUATIONS

WISCONSIN PROPERTY VALUATIONS; PROPERTY TAXES

Equalized Value

Section 70.57, Wisconsin Statutes, requires the Department of Revenue to annually determine the equalized value(also referred to as full equalized value or aggregate full value) of all taxable property in each county and taxationdistrict. The equalized value is an independent estimate of value used to equate individual local assessment policiesso that property taxes are uniform throughout the various subdivisions in the State. Equalized value is calculatedbased on the history of comparable sales and information about value changes or taxing status provided by the localassessor. A comparison of the State-determined equalized value and the local assessed value, expressed as apercentage, is known as the assessment ratio or level of assessment. The Department of Revenue notifies each countyand taxing jurisdiction of its equalized value on August 15; school districts are notified on October 1. The equalizedvalue of each county is the sum of the valuations of all cities, villages, and towns within its boundaries. Taxingjurisdictions lying in more than one municipality, such as counties, school districts, or special taxing districts, usethe equalized value of the underlying units in calculating and levying their respective levies. Equalized values are also used to apportion state aids and calculate municipal general obligation debt limits.

Assessed Value

The "assessed value" of taxable property in a municipality is determined by the local assessor, except formanufacturing properties which are valued by the State. Each city, village or town retains its own local assessor, whomust be certified by the State Department of Revenue. Assessed value is used by these municipalities to determinetax levy mill rates and to apportion levies among individual property owners. Each taxing district must assessproperty at full value at least once in every five-year period. The State requires that the assessed values must bewithin 10% of State equalized values at least once every four years. The local assessor values property as of January1 each year and submits those values to each municipality by the second Monday in June. The assessor also reportsany value changes taking place since the previous year, to the Department of Revenue, by the second Monday in June.

The economic impact of COVID-19 may impact assessed and equalized valuations of property in the State, includingin the City. The City cannot predict the extent of any such changes, but a material decrease in the equalizedvaluations of property in the City may materially adversely affect the financial condition of the City (see "RISKFACTORS - Impact of the Spread of COVID-19" herein).

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CURRENT PROPERTY VALUATIONS

2019 Equalized Value $4,211,595,500

2019 Equalized Value Reduced by Tax Increment Valuation $4,034,863,400

2019 Assessed Value $3,900,117,600

2019 EQUALIZED VALUE BY CLASSIFICATION

2019 Equalized Value1

Percent of TotalEqualized Value

Residential $ 2,499,816,700 59.356%

Commercial 1,372,318,100 32.584%

Manufacturing 237,237,900 5.633%

Agricultural 135,500 0.003%

Undeveloped 486,900 0.012%

Ag Forest 194,400 0.005%

Other 149,400 0.004%

Personal Property 101,256,600 2.404%

Total $ 4,211,595,500 100.000%

TREND OF VALUATIONS

YearAssessed

ValueEqualized

Value1

PercentIncrease/Decreasein Equalized Value

2015 $ 3,749,985,700 $ 3,743,645,000 -0.14%

2016 3,772,639,900 3,776,225,300 0.87%

2017 3,858,285,700 3,931,778,200 4.12%

2018 3,866,343,500 4,073,682,600 3.61%

2019 3,900,117,600 4,211,595,500 3.39%

Source: Wisconsin Department of Revenue, Bureau of Equalization and Local Government Services Bureau.

1 Includes tax increment valuation.

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LARGER TAXPAYERS

Taxpayer Type of Business/Property

2019Equalized

Value1

Percent of City's Total

Equalized Value

Midwest Realty Apartments/Developer $ 61,753,988 1.47%

Dumke & Associates Commercial Developer 61,307,896 1.46%

Oshkosh Corporation Manufacturer of Trucks 57,254,301 1.36%

Individual Commercial 52,307,659 1.24%

Bemis Manufacturing 52,081,427 1.24%

Individual Apartments 36,114,444 0.86%

Bergstrom Auto Retailer 35,501,513 0.84%

BFO Factory Shoppes Retail 35,187,489 0.84%

Aurora Medical Health Care 32,714,167 0.78%

Peter Frederiksen & Associates Commercial Developer 31,787,428 0.75%

Total $ 456,010,312 10.83%

City's Total 2019 Equalized Value2 $4,211,595,500

Source: The City.

1 Calculated by dividing the 2019 Assessed Values by the 2019 Aggregate Ratio of assessment for the City.

2 Includes tax increment valuation.

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DEBT

DIRECT DEBT1 (includes the Bond