Finance Committee Agenda Packet - 6:10 PM

City of Oconomowoc Finance Committee Aldermen: Aultman Kloth, Chairman / Schellpeper, Secy / Frankowski Tuesday, October 06, 2026 - 6:10 PM City Hall - Conference Room 3 174 E. Wisconsin Ave. Oconomowoc, WI 53066 Notice: If a person with a disability requires that the meeting be accessible or that materials at the meeting be in accessible format, call the City Clerk at least 48 hours prior to the meeting to request adequate accommodations. Tel: (262) 569-2186. 1. Call to order and confirmation of appropriate meeting notification 2. Committee Business a. Consider/recommend Resolution 26-R3410 Authorizing the Issuance and Establishing Parameters for the Sale of Not to Exceed $6,310,000 General Obligation Promissory Notes, Series 2026A b. Consider/recommend Resolution 26-R3412 Authorizing the Issuance and Establishing Parameters for the Sale of Not To Exceed $6,145,000 Taxable General Obligation Promissory Notes, Series 2026B 3. Adjourn Gina Kozlik, City Clerk City of Oconomowoc Notice is hereby given that a majority of the Common Council will be present at the above scheduled meeting to gather information about a subject over which they have decision-making responsibility. This constitutes a meeting of the Common Council pursuant to State ex rel. Badke v. Greendale Village Board, 173Wis. 2d 553, 494 N.W. 2d 408 (1993) and must be noticed as such, although the Common Council will not take any formal action at this meeting. 1 1 MEMORANDUM FINANCE DEPARTMENT Date: October 6, 2026 To: Mayor and Common Council From: Steve Hatton, Director of Finance and Administration Re: Consider/act on Resolutions 26-R3410 and 26-R3412 for the Issuance of Debt to Pay for Approved 2026 and 2027 Capital projects and Tax Increment District #7 RELATES TO THE STRATEGIC PLAN Strategic Goal V. Enhance the Effectiveness of City Government E. Maintain/Improve the City’s Financial Sustainability BACKGROUND The approved 2026 and 2027 Capital Budgets included projects that were planned to be funded with debt. Additional projects in approved Tax Increment District #7 also require debt funding. Tonight’s resolutions begin the process to issue debt to fund these commitments from past approvals. Repayment of the debt being issued comes from the separate Funds sponsoring the projects as outlined in the schedule below. ADDITIONAL ANALYSIS The borrowing will be separated into two separate pieces, one tax-exempt and one taxable. The two separate resolutions reflect this break-out. Greg Johnson of Ehlers Municipal Advisors will attend tonight’s meeting to present the attached Pre-Sale reports and address any questions. GO Debt Funded Amt Payor Basis / Approval Project Levy TID 7 Grand Total 2026 CIP Cold Storage Building 190,000 190,000 Street Reconstruction 1,800,000 1,800,000 2026 CIP Total 1,990,000 1,990,000 2027 CIP Cold Storage Building 85,000 85,000 Street Reconstruction 1,883,762 1,883,762 2027 CIP Total 1,968,762 1,968,762 TID Amendment 2023A Proceeds on hand (241,098) (241,098) Snyder Way 2,000,000 2,000,000 Parcel Reconfiguration for roads 500,000 500,000 The Social Developer Incentive 6,000,000 6,000,000 TID Amendment Total 8,258,902 8,258,902 Grand Total 3,958,762 8,258,902 12,217,664 2 Y:\Debt\2026 GO\2026 GO Debt Issue Memo.docx 2 FINANCIAL IMPACT These Capital projects have been approved by past Council action and are incorporated into the adopted 2026 Budget and proposed 2027 budget pending adoption. RECOMMENDATION Each resolution will need to be motioned and voted separately. Staff recommends approval of both resolutions. SUGGESTED MOTION Motion to approve Resolution 26-R3410 Motion to approve Resolution 26-R3412. 3 October 6, 2026 PRE-SALE REPORT FOR City of Oconomowoc, Wisconsin $6,310,000 General Obligation Promissory Notes, Series 2026A Prepared by: Ehlers N19W24400 Riverwood Drive, Suite 100 Waukesha, WI 53188 Advisors: Greg Johnson, Senior Municipal Advisor Kayla Thorpe, Municipal Advisor BUILDING COMMUNITIES. IT’S WHAT WE DO. 4 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 1 Proposed Issue: $6,310,000 General Obligation Promissory Notes, Series 2026A Purposes: The proposed issue includes financing for the following purposes: finance building, street, and TID #7 improvements. Debt service for building and street improvements will be repaid from the property tax levy. Debt service for TID #7 improvements will be repaid from TID #7 revenues, or from shortfall payments as specified in a developer agreement (Neumann). Authority: The Notes are being issued pursuant to Wisconsin Statute(s): • 67.12(12) The Notes will be general obligations of the City for which its full faith, credit and taxing powers are pledged. The Notes count against the City’s General Obligation Debt Capacity Limit of 5% of total City Equalized Valuation. Following issuance of the 2026 and 2026B Notes, the City’s total General Obligation debt principal outstanding will be approximately $53,640,000, which is 23% of its limit. Remaining General Obligation Borrowing Capacity will be approximately $181,488,520. Term/Call Feature: The Notes are being issued for a term of 20 years. Principal on the Notes will be due on April 1 in the years 2027 through 2046. Interest will be due every six months beginning April 1, 2027. The Notes will be subject to prepayment at the discretion of the City on April 1, 2035 or any date thereafter. Bank Qualification: Because the City is expecting to issue no more than $10,000,000 in tax exempt debt during the calendar year, the City will be able to designate the Notes as “bank qualified” obligations. Bank qualified status broadens the market for the Notes, which can result in lower interest rates. Rating: The City’s most recent G.O. debt issues were rated by Moody’s Ratings. The current rating on those issues is “Aa1”. The City will request a new rating for the Notes. EXECUTIVE SUMMARY OF PROPOSED DEBT 5 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 2 Basis for Recommendation: Based on your objectives, financial situation and need, risk tolerance, liquidity needs, experience with the issuance of Notes and long-term financial capacity, as well as the tax status considerations related to the Notes and the structure, timing and other similar matters related to the Notes, we are recommending the issuance of Notes as a suitable option. Method of Sale/Placement: We are recommending the Notes be issued as municipal securities and offered through a competitive underwriting process. You will solicit competitive bids, which we will compile on your behalf, for the purchase of the Notes from underwriters and banks. An allowance for discount bidding will be incorporated in the terms of the issue. The discount is treated as an interest item and provides the underwriter with all or a portion of their compensation in the transaction. If the Notes are purchased at a price greater than the minimum bid amount (maximum discount), the unused allowance may be used to reduce your borrowing amount. Premium Pricing: In some cases, investors in municipal bonds prefer “premium” pricing structures. A premium is achieved when the coupon for any maturity (the interest rate paid by the issuer) exceeds the yield to the investor, resulting in a price paid that is greater than the face value of the bonds. The sum of the amounts paid in excess of face value is considered “reoffering premium.” For this issue of Notes, any premium amount received that is in excess of the underwriting discount must be placed in the debt service fund and used to pay a portion of the interest payments due on the Notes. The amount of premium allowed can be restricted in the bid specifications. Restrictions on premium may result in fewer bids, but may also eliminate large adjustments on the day of sale and unintended results with respect to debt service payment impacts. Ehlers will identify appropriate premium restrictions for the Notes intended to achieve the City’s objectives for this financing. Parameters: The Common Council will consider adoption of a Parameter Resolution on October 6, 2026, which delegates authority to the Director of Finance & Administrative Services or City Administrator to accept and approve a bid for the Notes so long as the bid meets certain parameters. These parameters are: * Issue size not to exceed $6,310,000 * Maximum Bid of 110.00% * Minimum Bid of 98.75% * Maximum True Interest Cost (TIC) of 4.77% * Maturity Schedule Adjustments: 6 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 3 • Each maturity increased not more than $275,000. • 2027 maturity decreased not more than $30,000. • 2028 Maturity decreased not more than $40,000. • 2029 Maturity decreased not more than $45,000. • 2030 Maturity decreased not more than $95,000. • Maturities in years 2031-2036 decreased not more than $500,000. • Maturities in years 2037-2046 decreased not more than $120,000. Review of Existing Debt: We have reviewed all outstanding indebtedness for the City and find that there are no refunding opportunities at this time. We will continue to monitor the market and the call dates for the City’s outstanding debt and will alert you to any future refunding opportunities. Continuing Disclosure: Because the City has more than $10,000,000 in outstanding debt subject to a continuing disclosure undertaking (including this issue) and this issue does not meet an available exemption from continuing disclosure, the City will be agreeing to provide certain updated Annual Financial Information and its Audited Financial Statement annually, as well as providing notices of the occurrence of certain reportable events to the Municipal Securities Rulemaking Board (the “MSRB”), as required by rules of the Securities and Exchange Commission (SEC). The City is already obligated to provide such reports for its existing bonds, and has contracted with Ehlers to prepare and file the reports. Arbitrage Monitoring: The City must ensure compliance with certain sections of the Internal Revenue Code and Treasury Regulations (“Arbitrage Rules”) throughout the life of the issue to maintain the tax- exempt status of the Notes. These Arbitrage Rules apply to amounts held in construction, escrow, reserve, debt service account(s), etc., along with related investment income on each fund/account. IRS audits will verify compliance with rebate, yield restriction and records retention requirements within the Arbitrage Rules. The City’s specific arbitrage responsibilities will be detailed in the Tax Exemption Certificate (the “Tax Compliance Document”) prepared by your Bond Attorney and provided at closing. The Notes may qualify for one or more exception(s) to the Arbitrage Rules by meeting 1) small issuer exception, 2) spend down requirements, 3) bona fide debt service fund limits, 4) reasonable reserve requirements, 5) expenditure within an available period limitations, 6) investments yield restrictions, 7) de minimis rules, or; 8) borrower limited requirements. An Ehlers arbitrage expert will contact the City within 30 days after the sale date to review the City’s specific responsibilities for the Notes. The City is currently receiving arbitrage services from Ehlers in relation to the Notes. 7 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 4 Investment of Note Proceeds: Ehlers can assist the City in developing a strategy to invest your Note proceeds until the funds are needed to pay project costs. Risk Factors: G.O. with Planned Abatement: The issuer is abating a portion of G.O. debt service payments for the issue with tax incremental revenues. In the event this revenue is not available, the City is obligated to levy property taxes in an amount sufficient to make all debt payments. Other Service Providers: This debt issuance will require the engagement of other public finance service providers. This section identifies those other service providers, so Ehlers can coordinate their engagement on your behalf. Where you have previously used a particular firm to provide a service, we have assumed that you will continue that relationship. For services you have not previously required, we have identified a service provider. Fees charged by these service providers will be paid from proceeds of the obligation, unless you notify us that you wish to pay them from other sources. Our pre-sale bond sizing includes a good faith estimate of these fees, but the final fees may vary. If you have any questions pertaining to the identified service providers or their role, or if you would like to use a different service provider for any of the listed services please contact us. Bond Counsel and Disclosure Counsel: Quarles & Brady LLP Paying Agent: Bond Trust Services Corporation Rating Agency: Moody's Ratings Parameter Resolution Consideration by Common Council: October 6, 2026 Due Diligence Call to Review Official Statement: Week of October 12, 2026 Conference with Rating Agency: Week of October 12, 2026 Distribute Official Statement: October 21, 2026 Designated Officials Award Sale of the Notes: October 28, 2026 Estimated Closing Date: November 19, 2026 PROPOSED DEBT ISSUANCE SCHEDULE 8 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 5 Attachments Table 1: Summary of Existing G.O. Debt Table 2: Project List Table 3: Sources and Uses Table 4: Estimated Proposed Debt Service Schedule Table 5: Financing Plan Tax Impact Table 6: G.O. Debt Capacity projection ACTS Greg Johnson, Senior Municipal Advisor (262) 796-6168 Kayla Thorpe, Municipal Advisor (262) 796-6197 Dan Pagac, Public Finance Analyst (262) 796-6163 Beth Mueller, Senior Financial Analyst (651) 697-8553 EHLERS’ CONTACTS 9 Table 1 Existing G.O. Debt Base Case City of Oconomowoc, WI Annual Taxes Year G.O. Debt Less: Less: Less: Less: Less: Less: Less: Tax Rate $430,000 Year Ending Expense TID #7 Sewer Water Premium Interest income Transfer GF Rent Per $1,000 Home Ending 2026 5,445,876 155,000 (1,415,958) (349,625) (763,525) (150,000) (5,000) (285,850) (290,187) (34,500) 2,306,232 4,112,435,700 $0.56 $241.14 2026 2027 5,463,614 5,000 (1,587,033) (352,000) (725,175) (5,000) (314,100) (34,500) 2,450,806 4,439,893,500 $0.55 $237.36 2027 2028 5,477,895 5,000 (1,614,733) (348,750) (713,400) (5,000) (100,000) (34,500) 2,666,513 4,667,850,732 $0.57 $245.64 2028 2029 5,526,264 5,000 (1,669,983) (349,875) (708,750) (5,000) (100,000) (34,500) 2,663,156 4,907,511,961 $0.54 $233.35 2029 2030 5,564,901 5,000 (1,700,326) (350,250) (714,775) (5,000) (100,000) (34,500) 2,665,050 5,159,478,104 $0.52 $222.11 2030 2031 3,995,704 5,000 (1,686,989) (349,875) (432,975) (5,000) (100,000) (34,500) 1,391,366 5,424,380,933 $0.26 $110.30 2031 2032 3,698,248 5,000 (1,689,760) (350,400) (428,525) (5,000) (100,000) (34,500) 1,095,063 5,702,884,654 $0.19 $82.57 2032 2033 3,090,794 5,000 (1,677,919) (351,900) (143,600) (5,000) (100,000) (34,500) 782,875 5,995,687,578 $0.13 $56.15 2033 2034 2,228,125 5,000 (1,174,831) 0 (143,300) (5,000) (100,000) (34,500) 775,494 6,303,523,868 $0.12 $52.90 2034 2035 2,211,256 5,000 (1,181,175) (142,800) (5,000) (100,000) (34,500) 752,781 6,627,165,382 $0.11 $48.84 2035 2036 1,855,525 5,000 (1,211,519) 0 (5,000) (100,000) (34,500) 509,506 6,967,423,606 $0.07 $31.44 2036 2037 1,840,050 5,000 (1,190,675) (5,000) (100,000) (34,500) 514,875 7,325,151,690 $0.07 $30.22 2037 2038 1,841,363 5,000 (1,192,425) (5,000) (100,000) (34,500) 514,438 7,701,246,591 $0.07 $28.72 2038 2039 1,845,013 5,000 (1,191,950) (5,000) (100,000) (34,500) 518,563 8,096,651,313 $0.06 $27.54 2039 2040 1,190,700 5,000 (1,190,700) (5,000) 0 8,512,357,280 $0.00 $0.00 2040 2041 1,183,675 5,000 (1,183,675) (5,000) 0 8,949,406,817 $0.00 $0.00 2041 Total 52,459,002 230,000 (22,559,649) (2,802,675) (4,916,825) (150,000) (80,000) (285,850) (1,804,287) (483,000) 19,606,716 Total Notes: Legend: 1. EV Growth at 5.37%. 2027 EV includes TID #4 closure. Represents +/- 25% Change over previous year Total G.O. Debt Payments Net Tax Levy Equalized Value (TID OUT) Existing Debt Less: Impact Fee Transfer 10 Table 2 Project List City of Oconomowoc, WI Projects Payor Plan Issue 2026 2027 Totals Cold Storage Building Levy 2026 G.O. Notes 190,000 85,000 275,000 Street Reconstruction Levy 2026 G.O. Notes 1,800,000 1,883,762 3,683,762 TID 7 - Snyder Way - Neumann TID #7 2026 G.O. Notes 2,000,000 2,000,000 TID 7 - Parcel Reconfiguration for roads - Neumann TID #7 2026 G.O. Notes 500,000 500,000 TID #7 2023A Proceeds on hand TID #7 2026 G.O. Notes (241,098) (241,098) Actual CIP Costs 1,990,000 4,227,664 6,217,664 11 Table 3 Sources and Uses City of Oconomowoc, WI 2026 G.O. Notes TID #7 (Neumann) Portion Levy Portion CIP Projects Cold Storage 275,000 275,000 Street Reconstruction 3,683,762 3,683,762 TID 7 - Snyder Way 2,000,000 2,000,000 TID 7 - Parcel Reconfiguration for roads 500,000 500,000 Less TID 7 Cash on Hand (241,098) (241,098) Subtotal Project Costs 6,217,664 2,258,902 3,958,762 CIP Projects 6,217,664 2,258,902 3,958,762 Estimated Issuance Expenses Municipal Advisor 45,400 16,692 28,708 Bond Counsel 35,000 12,868 22,132 Disclosure Counsel 24,500 9,008 15,492 Rating Fee 25,000 9,192 15,808 Underwriter's Discount 12.50 78,875 29,000 49,875 Paying Agent 900 331 569 Subtotal Issuance Expenses 209,675 77,091 132,584 TOTAL TO BE FINANCED 6,427,339 2,335,993 4,091,346 Estimated Interest Earnings 3.50% (121,248) (19,765) (101,483) Assumed spend down (months) 3.00 Rounding 3,909 3,772 137 NET ISSUE SIZE 6,310,000 2,320,000 3,990,000 12 Table 4 Allocation of Debt Service - 2026 G.O. Notes City of Oconomowoc, WI Year Year Ending Principal Est. Rate1 Interest Total Principal Interest Total Ending Principal (4/1) Interest Total 2026 0 0 2026 0 0 0 2027 3.68% 97,710 97,710 35,000 143,723 178,723 2027 35,000 241,433 276,433 2028 3.73% 112,742 112,742 45,000 164,450 209,450 2028 45,000 277,192 322,192 2029 3.79% 112,742 112,742 50,000 162,664 212,664 2029 50,000 275,406 325,406 2030 50,000 3.87% 111,775 161,775 50,000 160,749 210,749 2030 100,000 272,523 372,523 2031 75,000 3.98% 109,315 184,315 570,000 148,438 718,438 2031 645,000 257,753 902,753 2032 85,000 4.05% 106,101 191,101 595,000 125,046 720,046 2032 680,000 231,147 911,147 2033 85,000 4.16% 102,612 187,612 620,000 100,102 720,102 2033 705,000 202,713 907,713 2034 100,000 4.20% 98,744 198,744 645,000 73,661 718,661 2034 745,000 172,404 917,404 2035 110,000 4.30% 94,279 204,279 675,000 45,603 720,603 2035 785,000 139,882 924,882 2036 120,000 4.41% 89,268 209,268 705,000 15,545 720,545 2036 825,000 104,813 929,813 2037 125,000 4.54% 83,784 208,784 2037 125,000 83,784 208,784 2038 130,000 4.67% 77,911 207,911 2038 130,000 77,911 207,911 2039 150,000 4.77% 71,298 221,298 2039 150,000 71,298 221,298 2040 155,000 5.05% 63,807 218,807 2040 155,000 63,807 218,807 2041 165,000 5.12% 55,669 220,669 2041 165,000 55,669 220,669 2042 175,000 5.19% 46,904 221,904 2042 175,000 46,904 221,904 2043 185,000 5.25% 37,506 222,506 2043 185,000 37,506 222,506 2044 190,000 5.30% 27,615 217,615 2044 190,000 27,615 217,615 2045 200,000 5.35% 17,230 217,230 2045 200,000 17,230 217,230 2046 220,000 5.40% 5,940 225,940 2046 220,000 5,940 225,940 Total 2,320,000 1,522,948 3,842,948 3,990,000 1,139,980 5,129,980 Total 6,310,000 2,662,928 8,972,928 Notes: 1) Estimated Rate assumes current rates + 50 bps 2) TIC of 4.77%. TID #7 (Neumann) Portion Levy Portion Totals 13 Table 5 Financing Plan Tax Impact City of Oconomowoc, WI 2026 G.O. Notes 2026 Taxable G.O. Notes Net Debt 6,310,000 6,145,000 Total Levy Change Total Tax Annual Taxes Annual Taxes Annual Taxes Year Service Dated: 11/19/2026 Dated: 11/19/2026 Less: Net Debt from Prior Rate for $430,000 Difference New Year Ending Levy Total P&I Total P&I TID #7 Service Levy Year Debt Service Home From Prior Year Issue Only Ending 3.68%-5.40% 5.56%-6.45% 2026 2,306,232 4,112,435,700 0 0 2,306,232 $0.56 $241 2026 2027 2,450,806 4,439,893,500 276,433 331,571 (429,280) 2,629,529 323,298 $0.59 $255 $14 $17 2027 2028 2,666,513 4,667,850,732 322,192 382,582 (495,324) 2,875,963 246,433 $0.62 $265 $10 $19 2028 2029 2,663,156 4,907,511,961 325,406 382,582 (495,324) 2,875,820 (143) $0.59 $252 ($13) $19 2029 2030 2,665,050 5,159,478,104 372,523 431,192 (592,966) 2,875,799 (21) $0.56 $240 ($12) $18 2030 2031 1,391,366 5,424,380,933 902,753 452,702 (637,016) 2,109,804 (765,995) $0.39 $167 ($72) $57 2031 2032 1,095,063 5,702,884,654 911,147 521,364 (712,465) 1,815,109 (294,695) $0.32 $137 ($30) $54 2032 2033 782,875 5,995,687,578 907,713 561,417 (749,028) 1,502,977 (312,132) $0.25 $108 ($29) $52 2033 2034 775,494 6,303,523,868 917,404 637,369 (836,113) 1,494,154 (8,822) $0.24 $102 ($6) $49 2034 2035 752,781 6,627,165,382 924,882 639,654 (843,933) 1,473,384 (20,770) $0.22 $96 ($6) $47 2035 2036 509,506 6,967,423,606 929,813 640,294 (849,562) 1,230,052 (243,333) $0.18 $76 ($20) $44 2036 2037 514,875 7,325,151,690 208,784 639,724 (848,508) 514,875 (715,177) $0.07 $30 ($46) $0 2037 2038 514,438 7,701,246,591 207,911 637,556 (845,467) 514,438 (438) $0.07 $29 ($2) $0 2038 2039 518,563 8,096,651,313 221,298 643,455 (864,753) 518,563 4,125 $0.06 $28 ($1) $0 2039 2040 0 8,512,357,280 218,807 637,789 (856,595) 0 (518,563) $0.00 $0 ($28) $0 2040 2041 0 8,949,406,817 220,669 640,558 (861,227) 0 0 $0.00 $0 $0 $0 2041 2042 0 9,408,895,768 221,904 636,605 (858,509) 0 0 $0.00 $0 $0 $0 2042 2043 0 9,891,976,237 222,506 649,968 (872,474) 0 0 $0.00 $0 $0 $0 2043 2044 0 10,399,859,483 217,615 645,460 (863,075) 0 0 $0.00 $0 $0 $0 2044 2045 0 10,933,818,953 217,230 639,018 (856,248) 0 0 $0.00 $0 $0 $0 2045 2046 0 11,495,193,477 225,940 645,156 (871,096) 0 0 $0.00 $0 $0 $0 2046 Total 19,606,716 8,972,928 11,396,010 (15,238,959) 376 Total Cost of new debt to Sample Taxpayer Notes: Existing Debt Equalized Value (TID OUT) Abatements Debt Service Levy Taxes Proposed Debt Tax Levy all debt Tax Rate All Debt 14 Table 6 General Obligation Debt Capacity Analysis - Impact of Financing Plan City of Oconomowoc, WI Projected Existing Combined Principal Year Equalized Principal Existing Year Ending Value (TID IN)1 Debt Limit Outstanding % of Limit 2026 G.O. Notes & Proposed Ending 2025 4,394,385,000 219,719,250 45,355,000 20.64% $45,355,000 20.64% $174,364,250 2025 2026 4,702,570,400 235,128,520 41,185,000 17.52% 6,310,000 6,145,000 $53,640,000 22.81% $181,488,520 2026 2027 4,958,457,877 247,922,894 36,795,000 14.84% 6,275,000 6,145,000 $49,215,000 19.85% $198,707,894 2027 2028 5,228,269,313 261,413,466 32,240,000 12.33% 6,230,000 6,145,000 $44,615,000 17.07% $216,798,466 2028 2029 5,512,762,373 275,638,119 27,495,000 9.98% 6,180,000 6,145,000 $39,820,000 14.45% $235,818,119 2029 2030 5,812,735,948 290,636,797 22,580,000 7.77% 6,080,000 6,095,000 $34,755,000 11.96% $255,881,797 2030 2031 6,129,032,400 306,451,620 19,115,000 6.24% 5,435,000 6,020,000 $30,570,000 9.98% $275,881,620 2031 2032 6,462,539,930 323,126,996 15,845,000 4.90% 4,755,000 5,870,000 $26,470,000 8.19% $296,656,996 2032 2033 6,814,195,066 340,709,753 13,095,000 3.84% 4,050,000 5,670,000 $22,815,000 6.70% $317,894,753 2033 2034 7,184,985,301 359,249,265 11,145,000 3.10% 3,305,000 5,380,000 $19,830,000 5.52% $339,419,265 2034 2035 7,575,951,858 378,797,593 9,165,000 2.42% 2,520,000 5,070,000 $16,755,000 4.42% $362,042,593 2035 2036 7,988,192,620 399,409,631 7,500,000 1.88% 1,695,000 4,740,000 $13,935,000 3.49% $385,474,631 2036 2037 8,422,865,209 421,143,260 5,815,000 1.38% 1,570,000 4,390,000 $11,775,000 2.80% $409,368,260 2037 2038 8,881,190,241 444,059,512 4,090,000 0.92% 1,440,000 4,020,000 $9,550,000 2.15% $434,509,512 2038 2039 9,364,454,746 468,222,737 2,320,000 0.50% 1,290,000 3,620,000 $7,230,000 1.54% $460,992,737 2039 2040 9,874,015,793 493,700,790 1,170,000 0.24% 1,135,000 3,200,000 $5,505,000 1.12% $488,195,790 2040 2041 10,411,304,291 520,565,215 0 0.00% 970,000 2,750,000 $3,720,000 0.71% $516,845,215 2041 2042 10,977,829,013 548,891,451 795,000 2,275,000 $3,070,000 0.56% $545,821,451 2042 2043 11,575,180,828 578,759,041 610,000 1,755,000 $2,365,000 0.41% $576,394,041 2043 2044 12,205,037,175 610,251,859 420,000 1,205,000 $1,625,000 0.27% $608,626,859 2044 2045 12,869,166,768 643,458,338 220,000 625,000 $845,000 0.13% $642,613,338 2045 2046 13,569,434,565 678,471,728 0 0 $0 0.00% $678,471,728 2046 Notes: 1) Projected TID IN EV based on discounted 5-year average at 5.44% annual inflation. % of Limit Residual Capacity Proposed DebtExisting Debt 2026 Taxable G.O. Notes 15 QB\105037160.2 RESOLUTION NO. 26-R3410 RESOLUTION AUTHORIZING THE ISSUANCE AND ESTABLISHING PARAMETERS FOR THE SALE OF NOT TO EXCEED $6,310,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2026A WHEREAS, the Common Council hereby finds and determines that it is necessary, desirable and in the best interest of the City of Oconomowoc, Waukesha County, Wisconsin (the "City") to raise funds for public purposes, including paying the cost of street improvements, including in TID 7 and a cold storage building (collectively, the "Project"); WHEREAS, the Common Council hereby finds and determines that the Project is within the City's power to undertake and therefore serves a "public purpose" as that term is defined in Section 67.04(1)(b), Wisconsin Statutes; WHEREAS, the City is authorized by the provisions of Section 67.12(12), Wisconsin Statutes, to borrow money and issue general obligation promissory notes (the "Notes") for such public purposes; WHEREAS, it is the finding of the Common Council that it is in the best interest of the City to direct its financial advisor, Ehlers & Associates, Inc. ("Ehlers"), to take the steps necessary for the City to offer and sell the Notes at public sale and to obtain bids for the purchase of the Notes; and WHEREAS, in order to facilitate the sale of the Notes in a timely manner, the Common Council hereby finds and determines that it is necessary, desirable and in the best interest of the City to delegate to either the Director of Finance/Administrative Services or the City Administrator (each, an "Authorized Officer") the authority to accept on behalf of the City the bid for the Notes that results in the lowest true interest cost for the Notes (the "Proposal") and meets the terms and conditions provided for in this Resolution by executing a certificate in substantially the form attached hereto as Exhibit A and incorporated herein by reference (the "Approving Certificate"). NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City that: Section 1. Authorization and Sale of the Notes; Parameters. For the purpose of paying costs of the Project, the City is authorized to borrow pursuant to Section 67.12(12), Wisconsin Statutes, the principal sum of not to exceed SIX MILLION THREE HUNDRED TEN THOUSAND DOLLARS ($6,310,000) upon the terms and subject to the conditions set forth in this Resolution. Subject to satisfaction of the condition set forth in Section 17 of this Resolution, the Mayor and City Clerk are hereby authorized, empowered and directed to make, execute, issue and sell to the financial institution that submitted the Proposal (the "Purchaser") for, on behalf of and in the name of the City, Notes aggregating the principal amount of not to exceed SIX MILLION THREE HUNDRED TEN THOUSAND DOLLARS ($6,310,000). The purchase price to be paid to the City for the Notes shall not be less than 98.75% nor more than 110.00% of the principal amount of the Notes. 16 QB\105037160.2 -2- Section 2. Terms of the Notes. The Notes shall be designated "General Obligation Promissory Notes, Series 2026A" and shall:  be issued in an aggregate principal amount of up to $6,310,000;  be dated as of their date of issuance;  be in denominations of $5,000 or any integral multiple thereof;  be numbered R-1 and upward; and  mature or be subject to mandatory redemption on the dates and in the principal amounts set forth below, provided that the principal amount of each maturity or mandatory redemption amount may be (a) increased by up to $275,000, or (b) decreased by no more than the following amounts, in the following years: Years Maximum Decrease 2027 $ 30,000 2028 40,000 2029 45,000 2030 95,000 2031–2036 500,000 2037–2046 120,000 The aggregate principal amount of the Notes shall not exceed $6,310,000. The schedule below assumes the Notes are issued in the aggregate principal amount of $6,310,000. Date Principal Amount 04-01-2027 $ 35,000 04-01-2028 45,000 04-01-2029 50,000 04-01-2030 100,000 04-01-2031 645,000 04-01-2032 680,000 04-01-2033 705,000 04-01-2034 745,000 04-01-2035 785,000 04-01-2036 825,000 04-01-2037 125,000 04-01-2038 130,000 04-01-2039 150,000 04-01-2040 155,000 04-01-2041 165,000 04-01-2042 175,000 04-01-2043 185,000 04-01-2044 190,000 04-01-2045 200,000 04-01-2046 220,000 17 QB\105037160.2 -3- Interest shall be payable semi-annually on April 1 and October 1 of each year commencing on April 1, 2027. The true interest cost on the Notes (computed taking the Purchaser's compensation into account) shall not exceed 4.77%. Interest shall be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. Section 3. Redemption Provisions. The Notes shall be subject to optional redemption as set forth in the Approving Certificate. If the Proposal specifies that certain of the Notes shall be subject to mandatory redemption, the terms of such mandatory redemption shall be set forth in an attachment to the Approving Certificate labeled as Schedule MRP. Upon the optional redemption of any of the Notes subject to mandatory redemption, the principal amount of such Notes so redeemed shall be credited against the mandatory redemption payments established in the Approving Certificate in such manner as the City shall direct. Section 4. Form of the Notes. The Notes shall be issued in registered form and shall be executed and delivered in substantially the form attached hereto as Exhibit B and incorporated herein by this reference. Section 5. Tax Provisions. (A) Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and interest on the Notes as the same becomes due, the full faith, credit and resources of the City are hereby irrevocably pledged, and there is hereby levied upon all of the taxable property of the City a direct annual irrepealable tax in the years 2026 through 2045 for the payments due in the years 2027 through 2046 in the amounts as are sufficient to meet the principal and interest payments when due. (B) Tax Collection. So long as any part of the principal of or interest on the Notes remains unpaid, the City shall be and continue without power to repeal such levy or obstruct the collection of said tax until all such payments have been made or provided for. After the issuance of the Notes, said tax shall be, from year to year, carried onto the tax roll of the City and collected in addition to all other taxes and in the same manner and at the same time as other taxes of the City for said years are collected, except that the amount of tax carried onto the tax roll may be reduced in any year by the amount of any surplus money in the Debt Service Fund Account created below. (C) Additional Funds. If at any time there shall be on hand insufficient funds from the aforesaid tax levy to meet principal and/or interest payments on said Notes when due, the requisite amounts shall be paid from other funds of the City then available, which sums shall be replaced upon the collection of the taxes herein levied. Section 6. Segregated Debt Service Fund Account. (A) Creation and Deposits. There shall be and there hereby is established in the treasury of the City, if one has not already been created, a debt service fund, separate and distinct from every other fund, which shall be maintained in accordance with generally accepted accounting principles. Debt service or sinking funds established for obligations previously 18 QB\105037160.2 -4- issued by the City may be considered as separate and distinct accounts within the debt service fund. Within the debt service fund, there hereby is established a separate and distinct account designated as the "Debt Service Fund Account for General Obligation Promissory Notes, Series 2026A" (the "Debt Service Fund Account") and such account shall be maintained until the indebtedness evidenced by the Notes is fully paid or otherwise extinguished. There shall be deposited into the Debt Service Fund Account (i) all accrued interest received by the City at the time of delivery of and payment for the Notes; (ii) any premium which may be received by the City above the par value of the Notes and accrued interest thereon; (iii) all money raised by the taxes herein levied and any amounts appropriated for the specific purpose of meeting principal of and interest on the Notes when due; (iv) such other sums as may be necessary at any time to pay principal of and interest on the Notes when due; (v) surplus monies in the Borrowed Money Fund as specified below; and (vi) such further deposits as may be required by Section 67.11, Wisconsin Statutes. (B) Use and Investment. No money shall be withdrawn from the Debt Service Fund Account and appropriated for any purpose other than the payment of principal of and interest on the Notes until all such principal and interest has been paid in full and the Notes canceled; provided (i) the funds to provide for each payment of principal of and interest on the Notes prior to the scheduled receipt of taxes from the next succeeding tax collection may be invested in direct obligations of the United States of America maturing in time to make such payments when they are due or in other investments permitted by law; and (ii) any funds over and above the amount of such principal and interest payments on the Notes may be used to reduce the next succeeding tax levy, or may, at the option of the City, be invested by purchasing the Notes as permitted by and subject to Section 67.11(2)(a), Wisconsin Statutes, or in permitted municipal investments under the pertinent provisions of the Wisconsin Statutes ("Permitted Investments"), which investments shall continue to be a part of the Debt Service Fund Account. Any investment of the Debt Service Fund Account shall at all times conform with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") and any applicable Treasury Regulations (the "Regulations"). (C) Remaining Monies. When all of the Notes have been paid in full and canceled, and all Permitted Investments disposed of, any money remaining in the Debt Service Fund Account shall be transferred and deposited in the general fund of the City, unless the Common Council directs otherwise. Section 7. Proceeds of the Notes; Segregated Borrowed Money Fund. The proceeds of the Notes (the "Note Proceeds") (other than any premium and accrued interest which must be paid at the time of the delivery of the Notes into the Debt Service Fund Account created above) shall be deposited into a special fund (the "Borrowed Money Fund") separate and distinct from all other funds of the City and disbursed solely for the purpose or purposes for which borrowed. Monies in the Borrowed Money Fund may be temporarily invested in Permitted Investments. Any monies, including any income from Permitted Investments, remaining in the Borrowed Money Fund after the purpose or purposes for which the Notes have been issued have been 19 QB\105037160.2 -5- accomplished, and, at any time, any monies as are not needed and which obviously thereafter cannot be needed for such purpose(s) shall be deposited in the Debt Service Fund Account. Section 8. No Arbitrage. All investments made pursuant to this Resolution shall be Permitted Investments, but no such investment shall be made in such a manner as would cause the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Code or the Regulations and an officer of the City, charged with the responsibility for issuing the Notes, shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the date of delivery of the Notes to the Purchaser which will permit the conclusion that the Notes are not "arbitrage bonds," within the meaning of the Code or Regulations. Section 9. Compliance with Federal Tax Laws. (a) The City represents and covenants that the projects financed by the Notes and the ownership, management and use of the projects will not cause the Notes to be "private activity bonds" within the meaning of Section 141 of the Code. The City further covenants that it shall comply with the provisions of the Code to the extent necessary to maintain the tax-exempt status of the interest on the Notes including, if applicable, the rebate requirements of Section 148(f) of the Code. The City further covenants that it will not take any action, omit to take any action or permit the taking or omission of any action within its control (including, without limitation, making or permitting any use of the proceeds of the Notes) if taking, permitting or omitting to take such action would cause any of the Notes to be an arbitrage bond or a private activity bond within the meaning of the Code or would otherwise cause interest on the Notes to be included in the gross income of the recipients thereof for federal income tax purposes. The City Clerk or other officer of the City charged with the responsibility of issuing the Notes shall provide an appropriate certificate of the City certifying that the City can and covenanting that it will comply with the provisions of the Code and Regulations. (b) The City also covenants to use its best efforts to meet the requirements and restrictions of any different or additional federal legislation which may be made applicable to the Notes provided that in meeting such requirements the City will do so only to the extent consistent with the proceedings authorizing the Notes and the laws of the State of Wisconsin and to the extent that there is a reasonable period of time in which to comply. Section 10. Designation as Qualified Tax-Exempt Obligations. The Notes are hereby designated as "qualified tax-exempt obligations" for purposes of Section 265 of the Code, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. Section 11. Execution of the Notes; Closing; Professional Services. The Notes shall be issued in printed form, executed on behalf of the City by the manual or facsimile signatures of the Mayor and City Clerk, authenticated, if required, by the Fiscal Agent (defined below), sealed with its official or corporate seal, if any, or a facsimile thereof, and delivered to the Purchaser upon payment to the City of the purchase price thereof, plus accrued interest to the date of delivery (the "Closing"). The facsimile signature of either of the officers executing the Notes may be imprinted on the Notes in lieu of the manual signature of the officer but, unless the City has contracted with a fiscal agent to authenticate the Notes, at least one of the signatures appearing on each Note shall be a manual signature. In the event that either of the officers 20 QB\105037160.2 -6- whose signatures appear on the Notes shall cease to be such officers before the Closing, such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as if they had remained in office until the Closing. The aforesaid officers are hereby authorized and directed to do all acts and execute and deliver the Notes and all such documents, certificates and acknowledgements as may be necessary and convenient to effectuate the Closing. The City hereby authorizes the officers and agents of the City to enter into, on its behalf, agreements and contracts in conjunction with the Notes, including but not limited to agreements and contracts for legal, trust, fiscal agency, disclosure and continuing disclosure, and rebate calculation services. Any such contract heretofore entered into in conjunction with the issuance of the Notes is hereby ratified and approved in all respects. Section 12. Payment of the Notes; Fiscal Agent. The principal of and interest on the Notes shall be paid by Bond Trust Services Corporation, which is hereby appointed as the City's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin Statutes (the "Fiscal Agent"). The City hereby authorizes the Mayor and City Clerk or other appropriate officers of the City to enter into a Fiscal Agency Agreement between the City and the Fiscal Agent. Such contract may provide, among other things, for the performance by the Fiscal Agent of the functions listed in Wis. Stats. Sec. 67.10(2)(a) to (j), where applicable, with respect to the Notes. Section 13. Persons Treated as Owners; Transfer of Notes. The City shall cause books for the registration and for the transfer of the Notes to be kept by the Fiscal Agent. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of either principal or interest on any Note shall be made only to the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Any Note may be transferred by the registered owner thereof by surrender of the Note at the office of the Fiscal Agent, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, the Mayor and City Clerk shall execute and deliver in the name of the transferee or transferees a new Note or Notes of a like aggregate principal amount, series and maturity and the Fiscal Agent shall record the name of each transferee in the registration book. No registration shall be made to bearer. The Fiscal Agent shall cancel any Note surrendered for transfer. The City shall cooperate in any such transfer, and the Mayor and City Clerk are authorized to execute any new Note or Notes necessary to effect any such transfer. Section 14. Record Date. The 15th day of the calendar month next preceding each interest payment date shall be the record date for the Notes (the "Record Date"). Payment of interest on the Notes on any interest payment date shall be made to the registered owners of the Notes as they appear on the registration book of the City at the close of business on the Record Date. Section 15. Utilization of The Depository Trust Company Book-Entry-Only System. In order to make the Notes eligible for the services provided by The Depository Trust Company, New York, New York ("DTC"), the City agrees to the applicable provisions set forth in the 21 QB\105037160.2 -7- Blanket Issuer Letter of Representations, which the City Clerk or other authorized representative of the City is authorized and directed to execute and deliver to DTC on behalf of the City to the extent an effective Blanket Issuer Letter of Representations is not presently on file in the City Clerk's office. Section 16. Payment of Issuance Expenses. The City authorizes the Purchaser to forward the amount of the proceeds of the Notes allocable to the payment of issuance expenses to a financial institution selected by Ehlers at Closing for further distribution as directed by Ehlers. Section 17. Condition on Issuance and Sale of the Notes. The issuance of the Notes and the sale of the Notes to the Purchaser are subject to approval by an Authorized Officer of the principal amount, definitive maturities, redemption provisions, interest rates and purchase price for the Notes, which approval shall be evidenced by execution by an Authorized Officer of the Approving Certificate. The Notes shall not be issued, sold or delivered until this condition is satisfied. Upon satisfaction of this condition, an Authorized Officer authorized to execute a Proposal with the Purchaser providing for the sale of the Notes to the Purchaser. Section 18. Official Statement. The Common Council hereby directs an Authorized Officer to approve the Preliminary Official Statement with respect to the Notes and deem the Preliminary Official Statement as "final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the "Rule"). All actions taken by an Authorized Officer or other officers of the City in connection with the preparation of such Preliminary Official Statement and any addenda to it or final Official Statement are hereby ratified and approved. In connection with the Closing, the appropriate City official shall certify the Preliminary Official Statement and any addenda or final Official Statement. The City Clerk shall cause copies of the Preliminary Official Statement and any addenda or final Official Statement to be distributed to the Purchaser. Section 19. Undertaking to Provide Continuing Disclosure. The City hereby covenants and agrees, for the benefit of the owners of the Notes, to enter into a written undertaking (the "Undertaking") if required by the Rule to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events in accordance with the Rule. The Undertaking shall be enforceable by the owners of the Notes or by the Purchaser on behalf of such owners (provided that the rights of the owners and the Purchaser to enforce the Undertaking shall be limited to a right to obtain specific performance of the obligations thereunder and any failure by the City to comply with the provisions of the Undertaking shall not be an event of default with respect to the Notes). To the extent required under the Rule, the Mayor and City Clerk, or other officer of the City charged with the responsibility for issuing the Notes, shall provide a Continuing Disclosure Certificate for inclusion in the transcript of proceedings, setting forth the details and terms of the City's Undertaking. 22 QB\105037160.2 -8- Section 20. Record Book. The City Clerk shall provide and keep the transcript of proceedings as a separate record book (the "Record Book") and shall record a full and correct statement of every step or proceeding had or taken in the course of authorizing and issuing the Notes in the Record Book. Section 21. Bond Insurance. If the Purchaser determines to obtain municipal bond insurance with respect to the Notes, the officers of the City are authorized to take all actions necessary to obtain such municipal bond insurance. The Mayor and City Clerk are authorized to agree to such additional provisions as the bond insurer may reasonably request and which are acceptable to the Mayor and City Clerk including provisions regarding restrictions on investment of Note proceeds, the payment procedure under the municipal bond insurance policy, the rights of the bond insurer in the event of default and payment of the Notes by the bond insurer and notices to be given to the bond insurer. In addition, any reference required by the bond insurer to the municipal bond insurance policy shall be made in the form of Note provided herein. Section 22. Conflicting Resolutions; Severability; Effective Date. All prior resolutions, rules or other actions of the Common Council or any parts thereof in conflict with the provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so conflict. In the event that any one or more provisions hereof shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The foregoing shall take effect immediately upon adoption and approval in the manner provided by law. Adopted, approved and recorded October 6, 2026. _____________________________ Matt Rosek Mayor ATTEST: ____________________________ Gina Kozlik City Clerk (SEAL) 23 QB\105037160.2 EXHIBIT A APPROVING CERTIFICATE The undersigned [Director of Finance/Administrative Services] [City Administrator] of the City of Oconomowoc, Waukesha County, Wisconsin (the "City"), hereby certifies that: 1. Resolution. On October 6, 2026, the Common Council of the City adopted a resolution (the "Resolution") authorizing the issuance and establishing parameters for the sale of not to exceed $6,310,000 General Obligation Promissory Notes, Series 2026A of the City (the "Notes") after a public sale and delegating to me the authority to approve the Preliminary Official Statement, to approve the purchase proposal for the Notes, and to determine the details for the Notes within the parameters established by the Resolution. 2. Preliminary Official Statement. The Preliminary Official Statement with respect to the Notes is hereby approved and deemed "final" as of its date for purposes of SEC Rule 15c2- 12 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934. 3. Proposal; Terms of the Notes. On the date hereof, the Notes were offered for public sale and the bids set forth on the Bid Tabulation attached hereto as Schedule I and incorporated herein by this reference were received. The institution listed first on the Bid Tabulation, ____________________ (the "Purchaser") offered to purchase the Notes in accordance with the terms set forth in the Proposal attached hereto as Schedule II and incorporated herein by this reference (the "Proposal"). Ehlers & Associates, Inc. recommends the City accept the Proposal. The Proposal meets the parameters and conditions established by the Resolution and is hereby approved and accepted. The Notes shall be issued in the aggregate principal amount of $__________, which is not more than the $6,310,000 approved by the Resolution, and shall mature on April 1 of each of the years and in the amounts and shall bear interest at the rates per annum as set forth in the Pricing Summary attached hereto as Schedule III and incorporated herein by this reference. The amount of each annual principal or mandatory redemption payment due on the Notes was not increased by more than $275,000, nor decreased by more than (i) $30,000 in the year 2027, (ii) $40,000 in the year 2028, (iii) $45,000 in the year 2029, (iv) $95,000 in the year 2030, (v) $500,000 in the years 2031 through 2036 or (vi) $120,000 in the years 2037 through 2046 as compared to the schedule included in the Resolution as set forth below: Date Resolution Schedule Actual Amount 04-01-2027 $ 35,000 $___________ 04-01-2028 45,000 ___________ 04-01-2029 50,000 ___________ 04-01-2030 100,000 ___________ 04-01-2031 645,000 ___________ 04-01-2032 680,000 ___________ 04-01-2033 705,000 ___________ 24 QB\105037160.2 -2- Date Resolution Schedule Actual Amount 04-01-2034 $745,000 $___________ 04-01-2035 785,000 ___________ 04-01-2036 825,000 ___________ 04-01-2037 125,000 ___________ 04-01-2038 130,000 ___________ 04-01-2039 150,000 ___________ 04-01-2040 155,000 ___________ 04-01-2041 165,000 ___________ 04-01-2042 175,000 ___________ 04-01-2043 185,000 ___________ 04-01-2044 190,000 ___________ 04-01-2045 200,000 ___________ 04-01-2046 220,000 ___________ The true interest cost on the Notes (computed taking the Purchaser's compensation into account) is _________%, which is not in excess of 4.77%, as required by the Resolution. 4. Purchase Price of the Notes. The Notes shall be sold to the Purchaser in accordance with the terms of the Proposal at a price of $_________, plus accrued interest, if any, to the date of delivery of the Notes, which is not less than 98.75% nor more than 110.00% of the principal amount of the Notes, as required by the Resolution. 5. Redemption Provisions of the Notes. The Notes maturing on April 1, ______ and thereafter are subject to redemption prior to maturity, at the option of the City, on April 1, ______ or on any date thereafter. Said Notes are redeemable as a whole or in part, and if in part, from maturities selected by the City and within each maturity by lot, at the principal amount thereof, plus accrued interest to the date of redemption. [The Proposal specifies that [some of] the Notes are subject to mandatory redemption. The terms of such mandatory redemption are set forth in an attachment hereto as Schedule MRP and incorporated herein by this reference.] 6. Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and interest on the Notes as the same respectively falls due, the full faith, credit and taxing powers of the City have been irrevocably pledged and there has been levied on all of the taxable property in the City, pursuant to the Resolution, a direct, annual irrepealable tax in an amount and at the times sufficient for said purpose. Such tax shall be for the years and in the amounts set forth on the debt service schedule attached hereto as Schedule IV. 25 QB\105037160.2 -3- 7. Approval. This Certificate constitutes my approval of the Proposal, and the principal amount, definitive maturities, interest rates, purchase price and redemption provisions for the Notes and the direct annual irrepealable tax levy to repay the Notes, in satisfaction of the parameters set forth in the Resolution. IN WITNESS WHEREOF, I have executed this Certificate on ______________________, 2026 pursuant to the authority delegated to me in the Resolution. [_________________________ Steve Hatton Director of Finance/Administrative Services] [_________________________ Mark Frye City Administrator] 26 QB\105037160.2 SCHEDULE I TO APPROVING CERTIFICATE Bid Tabulation To be provided by Ehlers & Associates, Inc. and incorporated into the Certificate. (See Attached) 27 QB\105037160.2 SCHEDULE II TO APPROVING CERTIFICATE Proposal To be provided by Ehlers & Associates, Inc. and incorporated into the Certificate. (See Attached) 28 QB\105037160.2 SCHEDULE III TO APPROVING CERTIFICATE Pricing Summary To be provided by Ehlers & Associates, Inc. and incorporated into the Certificate. (See Attached) 29 QB\105037160.2 SCHEDULE IV TO APPROVING CERTIFICATE Debt Service Schedule and Irrepealable Tax Levies To be provided by Ehlers & Associates, Inc. and incorporated into the Certificate. (See Attached) 30 QB\105037160.2 [SCHEDULE MRP Mandatory Redemption Provision The Notes due on April 1, ____, ____ and ____ (the "Term Bonds") are subject to mandatory redemption prior to maturity by lot (as selected by the Depository) at a redemption price equal to One Hundred Percent (100%) of the principal amount to be redeemed plus accrued interest to the date of redemption, from debt service fund deposits which are required to be made in amounts sufficient to redeem on April 1 of each year the respective amount of Term Bonds specified below: For the Term Bonds Maturing on April 1, 20 Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity) For the Term Bonds Maturing on April 1, 20 Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity) For the Term Bonds Maturing on April 1, 20 Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity) For the Term Bonds Maturing on April 1, 20 Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity)] 31 QB\105037160.2 EXHIBIT B (Form of Note) UNITED STATES OF AMERICA REGISTERED STATE OF WISCONSIN DOLLARS WAUKESHA COUNTY NO. R-___ CITY OF OCONOMOWOC $_______ GENERAL OBLIGATION PROMISSORY NOTE, SERIES 2026A MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP: April 1, _____ ___________, 2026 ____% ______ DEPOSITORY OR ITS NOMINEE NAME: CEDE & CO. PRINCIPAL AMOUNT: _______________________ THOUSAND DOLLARS ($__________) FOR VALUE RECEIVED, the City of Oconomowoc, Waukesha County, Wisconsin (the "City"), hereby acknowledges itself to owe and promises to pay to the Depository or its Nominee Name (the "Depository") identified above (or to registered assigns), on the maturity date identified above, the principal amount identified above, and to pay interest thereon at the rate of interest per annum identified above, all subject to the provisions set forth herein regarding redemption prior to maturity. Interest shall be payable semi-annually on April 1 and October 1 of each year commencing on April 1, 2027 until the aforesaid principal amount is paid in full. Both the principal of and interest on this Note are payable to the registered owner in lawful money of the United States. Interest payable on any interest payment date shall be paid by wire transfer to the Depository in whose name this Note is registered on the Bond Register maintained by Bond Trust Services Corporation (the "Fiscal Agent") or any successor thereto at the close of business on the 15th day of the calendar month next preceding each interest payment date (the "Record Date"). This Note is payable as to principal upon presentation and surrender hereof at the office of the Fiscal Agent. For the prompt payment of this Note together with interest hereon as aforesaid and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the City are hereby irrevocably pledged. This Note is one of an issue of Notes aggregating the principal amount of $________, all of which are of like tenor, except as to denomination, interest rate, maturity date and redemption provision, issued by the City pursuant to the provisions of Section 67.12(12), Wisconsin Statutes, for public purposes, including paying the cost of street improvements, including in TID 7 and a cold storage building, as authorized by a resolution adopted on October 6, 2026 as supplemented by an Approving Certificate, dated ______________, 2026 (the "Approving Certificate") 32 QB\105037160.2 -2- (collectively, the "Resolution"). Said Resolution is recorded in the official minutes of the Common Council for said date. The Notes maturing on April 1, ______________ and thereafter are subject to redemption prior to maturity, at the option of the City, on April 1, ________ or on any date thereafter. Said Notes are redeemable as a whole or in part, and if in part, from maturities selected by the City, and within each maturity by lot (as selected by the Depository), at the principal amount thereof, plus accrued interest to the date of redemption. [The Notes maturing in the years ________ are subject to mandatory redemption by lot as provided in the Approving Certificate, at the redemption price of par plus accrued interest to the date of redemption and without premium.] In the event the Notes are redeemed prior to maturity, as long as the Notes are in book-entry-only form, official notice of the redemption will be given by mailing a notice by registered or certified mail, overnight express delivery, facsimile transmission, electronic transmission or in any other manner required by the Depository, to the Depository not less than thirty (30) days nor more than sixty (60) days prior to the redemption date. If less than all of the Notes of a maturity are to be called for redemption, the Notes of such maturity to be redeemed will be selected by lot. Such notice will include but not be limited to the following: the designation, date and maturities of the Notes called for redemption, CUSIP numbers, and the date of redemption. Any notice provided as described herein shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. The Notes shall cease to bear interest on the specified redemption date provided that federal or other immediately available funds sufficient for such redemption are on deposit at the office of the Depository at that time. Upon such deposit of funds for redemption the Notes shall no longer be deemed to be outstanding. It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this Note have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the City, including this Note and others issued simultaneously herewith, does not exceed any limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual irrepealable tax has been levied sufficient to pay this Note, together with the interest thereon, when and as payable. This Note has been designated by the Common Council as a "qualified tax-exempt obligation" pursuant to the provisions of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. This Note is transferable only upon the books of the City kept for that purpose at the office of the Fiscal Agent, only in the event that the Depository does not continue to act as depository for the Notes, and the City appoints another depository, upon surrender of the Note to the Fiscal Agent, by the registered owner in person or his duly authorized attorney, together with a written instrument of transfer (which may be endorsed hereon) satisfactory to the Fiscal Agent duly executed by the registered owner or his duly authorized attorney. Thereupon a new fully 33 QB\105037160.2 -3- registered Note in the same aggregate principal amount shall be issued to the new depository in exchange therefor and upon the payment of a charge sufficient to reimburse the City for any tax, fee or other governmental charge required to be paid with respect to such registration. The Fiscal Agent shall not be obliged to make any transfer of the Notes (i) after the Record Date, (ii) during the fifteen (15) calendar days preceding the date of any publication of notice of any proposed redemption of the Notes, or (iii) with respect to any particular Note, after such Note has been called for redemption. The Fiscal Agent and City may treat and consider the Depository in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes whatsoever. The Notes are issuable solely as negotiable, fully- registered Notes without coupons in the denomination of $5,000 or any integral multiple thereof. This Note shall not be valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Fiscal Agent. No delay or omission on the part of the owner hereof to exercise any right hereunder shall impair such right or be considered as a waiver thereof or as a waiver of or acquiescence in any default hereunder. 34 QB\105037160.2 -4- IN WITNESS WHEREOF, the City of Oconomowoc, Waukesha County, Wisconsin, by its governing body, has caused this Note to be executed for it and in its name by the manual or facsimile signatures of its duly qualified Mayor and City Clerk; and to be sealed with its official or corporate seal, if any, all as of the original date of issue specified above. CITY OF OCONOMOWOC WAUKESHA COUNTY, WISCONSIN By: ______________________________ Matt Rosek Mayor (SEAL) By: ______________________________ Gina Kozlik City Clerk 35 QB\105037160.2 -5- Date of Authentication: _______________, ______ CERTIFICATE OF AUTHENTICATION This Note is one of the Notes of the issue authorized by the within-mentioned Resolution of the City of Oconomowoc, Waukesha County, Wisconsin. Bond Trust Services Corporation By____________________________ Authorized Signatory 36 QB\105037160.2 -6- ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto ____________________________________________________________________________ (Name and Address of Assignee) ____________________________________________________________________________ (Social Security or other Identifying Number of Assignee) the within Note and all rights thereunder and hereby irrevocably constitutes and appoints ______________________________________, Legal Representative, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: _____________________ Signature Guaranteed: _____________________________ ________________________________ (e.g. Bank, Trust Company (Depository or Nominee Name) or Securities Firm) NOTICE: This signature must correspond with the name of the Depository or Nominee Name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. ____________________________ (Authorized Officer) 37 1 MEMORANDUM FINANCE DEPARTMENT Date: October 6, 2026 To: Mayor and Common Council From: Steve Hatton, Director of Finance and Administration Re: Consider/act on Resolutions 26-R3410 and 26-R3412 for the Issuance of Debt to Pay for Approved 2026 and 2027 Capital projects and Tax Increment District #7 RELATES TO THE STRATEGIC PLAN Strategic Goal V. Enhance the Effectiveness of City Government E. Maintain/Improve the City’s Financial Sustainability BACKGROUND The approved 2026 and 2027 Capital Budgets included projects that were planned to be funded with debt. Additional projects in approved Tax Increment District #7 also require debt funding. Tonight’s resolutions begin the process to issue debt to fund these commitments flowing from past approvals. Repayment of the debt being issued comes from the separate Funds sponsoring the projects as outlined in the schedule below. ADDITIONAL ANALYSIS The borrowing will be separated into two separate pieces, one tax-exempt and one taxable. The two separate resolutions reflect this break-out. Greg Johnson of Ehlers Municipal Advisors will attend tonight’s meeting to present the attached Pre-Sale reports and address any questions. GO Debt Funded Amt Payor Basis / Approval Project Levy TID 7 Grand Total 2026 CIP Cold Storage Building 190,000 190,000 Street Reconstruction 1,800,000 1,800,000 2026 CIP Total 1,990,000 1,990,000 2027 CIP Cold Storage Building 85,000 85,000 Street Reconstruction 1,883,762 1,883,762 2027 CIP Total 1,968,762 1,968,762 TID Amendment 2023A Proceeds on hand (241,098) (241,098) Snyder Way 2,000,000 2,000,000 Parcel Reconfiguration for roads 500,000 500,000 The Social Developer Incentive 6,000,000 6,000,000 TID Amendment Total 8,258,902 8,258,902 Grand Total 3,958,762 8,258,902 12,217,664 38 Y:\Debt\2026 GO\2026 GO Debt Issue Memo.docx 2 FINANCIAL IMPACT These Capital projects have been approved by past Council action and are incorporated into the adopted 2026 Budget and proposed 2027 budget pending adoption. RECOMMENDATION Each resolution will need to be motioned and voted separately. Staff recommends approval of both resolutions. SUGGESTED MOTION Motion to approve Resolution 26-R3410 Motion to approval Resolution 26-R3412. 39 October 6, 2026 PRE-SALE REPORT FOR City of Oconomowoc, Wisconsin $6,145,000 Taxable General Obligation Promissory Notes, Series 2026B Prepared by: Ehlers N19W24400 Riverwood Drive, Suite 100 Waukesha, WI 53188 Advisors: Greg Johnson, Senior Municipal Advisor Kayla Thorpe, Municipal Advisor BUILDING COMMUNITIES. IT’S WHAT WE DO. 40 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 1 Proposed Issue: $6,145,000 Taxable General Obligation Promissory Notes, Series 2026B Purposes: The proposed issue includes financing for the following purpose: finance TID #7 development incentive for The Social in TID #7. Debt service will be repaid from TID #7 revenues, or from shortfall payments as specified in a developer agreement (Neumann). Authority: The Notes are being issued pursuant to Wisconsin Statute(s): • 67.12(12) The Notes will be general obligations of the City for which its full faith, credit and taxing powers are pledged. The Notes count against the City’s General Obligation Debt Capacity Limit of 5% of total City Equalized Valuation. Following issuance of the 2026 and 2026B Notes, the City’s total General Obligation debt principal outstanding will be approximately $53,640,000, which is 23% of its limit. Remaining General Obligation Borrowing Capacity will be approximately $181,488,520. Term/Call Feature: The Notes are being issued for a term of 20 years. Principal on the Notes will be due on April 1 in the years 2030 through 2046. Interest will be due every six months beginning April 1, 2027. The Notes will be subject to prepayment at the discretion of the City on April 1, 2035 or any date thereafter. Bank Qualification: Because the Notes are taxable obligations they will not be designated as “bank qualified” obligations. Rating: The City’s most recent G.O. debt issues were rated by Moody’s Ratings. The current rating on those issues is “Aa1”. The City will request a new rating for the Notes. EXECUTIVE SUMMARY OF PROPOSED DEBT 41 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 2 Basis for Recommendation: Based on your objectives, financial situation and need, risk tolerance, liquidity needs, experience with the issuance of Notes and long-term financial capacity, as well as the tax status considerations related to the Notes and the structure, timing and other similar matters related to the Notes, we are recommending the issuance of Notes as a suitable option. Method of Sale/Placement: We are recommending the Notes be issued as municipal securities and offered through a competitive underwriting process. You will solicit competitive bids, which we will compile on your behalf, for the purchase of the Notes from underwriters and banks. An allowance for discount bidding will be incorporated in the terms of the issue. The discount is treated as an interest item and provides the underwriter with all or a portion of their compensation in the transaction. If the Notes are purchased at a price greater than the minimum bid amount (maximum discount), the unused allowance may be used to reduce your borrowing amount. Premium Pricing: In some cases, investors in municipal bonds prefer “premium” pricing structures. A premium is achieved when the coupon for any maturity (the interest rate paid by the issuer) exceeds the yield to the investor, resulting in a price paid that is greater than the face value of the bonds. The sum of the amounts paid in excess of face value is considered “reoffering premium.” For this issue of Notes, any premium amount received that is in excess of the underwriting discount must be placed in the debt service fund and used to pay a portion of the interest payments due on the Notes. The amount of premium allowed can be restricted in the bid specifications. Restrictions on premium may result in fewer bids, but may also eliminate large adjustments on the day of sale and unintended results with respect to debt service payment impacts. Ehlers will identify appropriate premium restrictions for the Notes intended to achieve the City’s objectives for this financing. Parameters: The Common Council will consider adoption of a Parameter Resolution on October 6, 2026, which delegates authority to the Director of Finance & Administrative Services or City Administrator to accept and approve a bid for the Notes so long as the bid meets certain parameters. These parameters are: * Issue size not to exceed $6,145,000 * Maximum Bid of 110.00% * Minimum Bid of 98.75% * Maximum True Interest Cost (TIC) of 6.42% 42 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 3 * Maturity Schedule Adjustments: • Each maturity increased not more than $385,000. • 2030 maturity decreased not more than $45,000. • 2031 maturity decreased not more than $70,000. • Maturities in the years 2032 through 2046 decreased not more than $145,000. Review of Existing Debt: We have reviewed all outstanding indebtedness for the City and find that there are no refunding opportunities at this time. We will continue to monitor the market and the call dates for the City’s outstanding debt and will alert you to any future refunding opportunities. Continuing Disclosure: Because the City has more than $10,000,000 in outstanding debt subject to a continuing disclosure undertaking (including this issue) and this issue does not meet an available exemption from continuing disclosure, the City will be agreeing to provide certain updated Annual Financial Information and its Audited Financial Statement annually, as well as providing notices of the occurrence of certain reportable events to the Municipal Securities Rulemaking Board (the “MSRB”), as required by rules of the Securities and Exchange Commission (SEC). The City is already obligated to provide such reports for its existing bonds, and has contracted with Ehlers to prepare and file the reports. Arbitrage Monitoring: The City has limited responsibilities for arbitrage as it relates to the Notes, however, the Notes are not exempt from all arbitrage rules. An Ehlers arbitrage expert will contact the City within 30 days after the sale date to review the City’s specific responsibilities for the Notes. The City is currently receiving arbitrage services from Ehlers in relation to the Notes. Investment of Note Proceeds: Ehlers can assist the City in developing a strategy to invest your Note proceeds until the funds are needed to pay project costs. Risk Factors: G.O. with Planned Abatement: The issuer is abating a portion of G.O. debt service payments for the issue with tax incremental revenues. In the event this revenue is not available, the City is obligated to levy property taxes in an amount sufficient to make all debt payments. Other Service Providers: This debt issuance will require the engagement of other public finance service providers. This section identifies those other service providers, so Ehlers can coordinate their engagement 43 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 4 on your behalf. Where you have previously used a particular firm to provide a service, we have assumed that you will continue that relationship. For services you have not previously required, we have identified a service provider. Fees charged by these ser vice providers will be paid from proceeds of the obligation, unless you notify us that you wish to pay them from other sources. Our pre-sale bond sizing includes a good faith estimate of these fees, but the final fees may vary. If you have any questions pertaining to the identified service providers or their role, or if you would like to use a different service provider for any of the listed services please contact us. Bond Counsel and Disclosure Counsel: Quarles & Brady LLP Paying Agent: Bond Trust Services Corporation Rating Agency: Moody's Ratings Parameter Resolution Consideration by Common Council: October 6, 2026 Due Diligence Call to Review Official Statement: Week of October 12, 2026 Conference with Rating Agency: Week of October 12, 2026 Distribute Official Statement: October 21, 2026 Designated Officials Award Sale of the Notes: October 28, 2026 Estimated Closing Date: November 19, 2026 Attachments Table 1: Estimated Sources and Uses of Funds Table 2: Estimated Proposed Debt Service Schedule Table 3: TID #7 development assumptions (Neumann only) Table 4: TID #7 tax increment projection (Neumann only) Table 5: TID #7 cash flow projection (Neumann) PROPOSED DEBT ISSUANCE SCHEDULE 44 Presale Report City of Oconomowoc, Wisconsin October 6, 2026 Page 5 Greg Johnson, Senior Municipal Advisor (262) 796-6168 Kayla Thorpe, Municipal Advisor (262) 796-6197 Dan Pagac, Public Finance Analyst (262) 796-6163 Beth Mueller, Senior Financial Analyst (651) 697-8553 EHLERS’ CONTACTS 45 Table 1 Sources and Uses City of Oconomowoc, WI 2026 Taxable G.O. Notes The Social - Neumann Portion CIP Projects TID 7 - The Social Developer Incentive - Neuman 6,000,000 6,000,000 Subtotal Project Costs 6,000,000 6,000,000 CIP Projects 6,000,000 6,000,000 Estimated Issuance Expenses Municipal Advisor 38,200 38,200 Bond Counsel 35,000 35,000 Disclosure Counsel 24,500 24,500 Rating Fee 20,000 20,000 Underwriter's Discount 12.50 76,813 76,813 Paying Agent 900 900 Subtotal Issuance Expenses 195,413 195,413 TOTAL TO BE FINANCED 6,195,413 6,195,413 Estimated Interest Earnings 3.50% (52,500) (52,500) Assumed spend down (months) 3.00 Rounding 2,088 2,088 NET ISSUE SIZE 6,145,000 6,145,000 46 Table 2 Allocation of Debt Service - 2026 Taxable G.O. Notes City of Oconomowoc, WI Year Year Ending Principal Est. Rate Interest Total Ending Principal (4/1) Interest Total 2026 0 2026 0 0 0 2027 331,571 331,571 2027 0 331,571 331,571 2028 382,582 382,582 2028 0 382,582 382,582 2029 382,582 382,582 2029 0 382,582 382,582 2030 50,000 5.56% 381,192 431,192 2030 50,000 381,192 431,192 2031 75,000 5.60% 377,702 452,702 2031 75,000 377,702 452,702 2032 150,000 5.65% 371,364 521,364 2032 150,000 371,364 521,364 2033 200,000 5.71% 361,417 561,417 2033 200,000 361,417 561,417 2034 290,000 5.75% 347,369 637,369 2034 290,000 347,369 637,369 2035 310,000 6.05% 329,654 639,654 2035 310,000 329,654 639,654 2036 330,000 6.05% 310,294 640,294 2036 330,000 310,294 640,294 2037 350,000 6.05% 289,724 639,724 2037 350,000 289,724 639,724 2038 370,000 6.26% 267,556 637,556 2038 370,000 267,556 637,556 2039 400,000 6.26% 243,455 643,455 2039 400,000 243,455 643,455 2040 420,000 6.26% 217,789 637,789 2040 420,000 217,789 637,789 2041 450,000 6.26% 190,558 640,558 2041 450,000 190,558 640,558 2042 475,000 6.26% 161,605 636,605 2042 475,000 161,605 636,605 2043 520,000 6.45% 129,968 649,968 2043 520,000 129,968 649,968 2044 550,000 6.45% 95,460 645,460 2044 550,000 95,460 645,460 2045 580,000 6.45% 59,018 639,018 2045 580,000 59,018 639,018 2046 625,000 6.45% 20,156 645,156 2046 625,000 20,156 645,156 Total 6,145,000 5,251,010 11,396,010 Total 6,145,000 5,251,010 11,396,010 Notes: 1) Estimated Rate assumes current rates + 60 bps 2) TIC of 6.42%. TotalsThe Social - Neumann Portion 47 Annual Total 1 2021 0 2021 1 2 2022 0 2022 2 3 2023 11,447,900 11,447,900 2023 3 4 2024 25,174,400 25,174,400 2024 4 5 2025 38,472,900 38,472,900 2025 5 6 2026 10,000,000 2,000,000 5,900,000 17,900,000 2026 6 7 2027 2,000,000 5,900,000 7,900,000 2027 7 8 2028 2,000,000 5,900,000 7,900,000 2028 8 9 2029 5,900,000 5,900,000 2029 9 10 2030 5,900,000 5,900,000 2030 10 11 2031 2,200,000 2,200,000 2031 11 12 2032 0 2032 12 13 2033 0 2033 13 14 2034 0 2034 14 15 2035 0 2035 15 16 2036 0 2036 16 17 2037 0 2037 17 18 2038 0 2038 18 19 2039 0 2039 19 20 2040 0 2040 20 Totals 75,095,200 2,000,000 10,000,000 2,000,000 2,000,000 31,700,000 122,795,200 Notes: 88 units City of Oconomowoc, Wisconsin Tax Increment District No. 7 Table 3: Development Assumptions Neumann Construction Year Neumann Actual Parcel C Future Retail Parcel D Re- Purposed Chalet Future Commercial Development Future Shorewest Office Northern & Southern Townhomes Construction Year 48 Type of District Base Value 6,579,400 District Creation Date Economic Change Factor Valuation Date Jan 1, 2021 Apply to Base Value Max Life (Years) Base Tax Rate End of Expenditure Period 22 1/5/2043 Rate Adjustment Factor -0.75% Revenue Periods/Final Year 27 2049 Extension Eligibility/Years Yes 3 Eligible Recipient District Construction Year Value Added Valuation Year Economic Change Total Increment Revenue Year Tax Rate Tax Increment 1 2021 2022 0 2023 0 2 2022 2023 0 2024 0 3 2023 11,447,900 2024 0 11,447,900 2025 $12.13 138,818 4 2024 25,174,400 2025 0 36,622,300 2026 $11.44 419,128 5 2025 38,472,900 2026 0 75,095,200 2027 $11.36 852,989 6 2026 17,900,000 2027 0 92,995,200 2028 $11.27 1,048,389 7 2027 7,900,000 2028 0 100,895,200 2029 $11.19 1,128,919 8 2028 7,900,000 2029 0 108,795,200 2030 $11.11 1,208,183 9 2029 5,900,000 2030 0 114,695,200 2031 $11.02 1,264,150 10 2030 5,900,000 2031 0 120,595,200 2032 $10.94 1,319,210 11 2031 2,200,000 2032 0 122,795,200 2033 $10.86 1,333,202 12 2032 0 2033 0 122,795,200 2034 $10.78 1,323,203 13 2033 0 2034 0 122,795,200 2035 $10.69 1,313,279 14 2034 0 2035 0 122,795,200 2036 $10.61 1,303,429 15 2035 0 2036 0 122,795,200 2037 $10.54 1,293,653 16 2036 0 2037 0 122,795,200 2038 $10.46 1,283,951 17 2037 0 2038 0 122,795,200 2039 $10.38 1,274,321 18 2038 0 2039 0 122,795,200 2040 $10.30 1,264,764 19 2039 0 2040 0 122,795,200 2041 $10.22 1,255,278 20 2040 0 2041 0 122,795,200 2042 $10.15 1,245,864 21 2041 0 2042 0 122,795,200 2043 $10.07 1,236,520 22 2042 0 2043 0 122,795,200 2044 $9.99 1,227,246 23 2043 0 2044 0 122,795,200 2045 $9.92 1,218,041 24 2044 0 2045 0 122,795,200 2046 $9.84 1,208,906 25 2045 0 2046 0 122,795,200 2047 $9.77 1,199,839 26 2046 0 2047 0 122,795,200 2048 $9.70 1,190,841 27 2047 0 2048 0 122,795,200 2049 $9.63 1,181,909 Totals 122,795,200 0 Future Value of Increment 28,734,032 Notes: Yes City of Oconomowoc, Wisconsin Tax Increment District No. 7 Table 4: Tax Increment Projection Worksheet Neumann Blighted Area January 5, 2021 27 49 $2,320,000 $6,145,000 Year Issue Total Issue Total Year 2021 0 0 0 0 0 0 0 2021 2022 0 0 0 0 0 0 0 2022 2023 0 9,340 3,633,898 3,643,238 0 0 8,933 400,677 69,353 17,288 496,251 3,146,987 3,146,987 3,410,000 2023 2024 0 95,610 95,610 0 0 128,560 2,940,116 1,755 160,700 3,231,131 (3,135,521) 11,466 3,410,000 2024 2025 138,818 160,700 11,066 310,584 0 0 170,467 20,795 191,262 119,322 130,788 3,410,000 2025 2026 419,128 20,000 8,460,000 8,899,128 0 0 501,950 8,193,336 266,665 20,000 8,981,951 (82,823) 47,964 11,525,000 2026 2027 852,989 852,989 97,710 331,571 508,825 20,000 528,825 324,164 372,129 11,150,000 2027 2028 1,048,389 1,048,389 112,742 382,582 509,575 20,000 529,575 518,814 890,943 10,755,000 2028 2029 1,128,919 1,128,919 112,742 382,582 509,325 20,000 529,325 599,594 1,490,537 10,340,000 2029 2030 1,208,183 1,208,183 161,775 431,192 508,075 20,000 528,075 680,108 2,170,645 9,805,000 2030 2031 1,264,150 1,264,150 184,315 452,702 510,700 20,000 530,700 733,450 2,904,095 9,195,000 2031 2032 1,319,210 1,319,210 191,101 521,364 509,600 20,000 529,600 789,610 3,693,705 8,480,000 2032 2033 1,333,202 1,333,202 187,612 561,417 510,000 20,000 530,000 803,202 4,496,907 7,695,000 2033 2034 1,323,203 1,323,203 198,744 637,369 20,000 20,000 1,303,203 5,800,110 7,305,000 2034 2035 1,313,279 1,313,279 204,279 639,654 20,000 20,000 1,293,279 7,093,388 6,885,000 2035 2036 1,303,429 1,303,429 209,268 640,294 20,000 20,000 1,283,429 8,376,817 6,435,000 2036 2037 1,293,653 1,293,653 208,784 639,724 20,000 20,000 1,273,653 9,650,471 5,960,000 2037 2038 1,283,951 1,283,951 207,911 637,556 20,000 20,000 1,263,951 10,914,422 5,460,000 2038 2039 1,274,321 1,274,321 221,298 643,455 20,000 20,000 1,254,321 12,168,743 4,910,000 2039 2040 1,264,764 1,264,764 218,807 637,789 20,000 20,000 1,244,764 13,413,507 4,335,000 2040 2041 1,255,278 1,255,278 220,669 640,558 20,000 20,000 1,235,278 14,648,785 3,720,000 2041 2042 1,245,864 1,245,864 221,904 636,605 20,000 20,000 1,225,864 15,874,649 3,070,000 2042 2043 1,236,520 1,236,520 222,506 649,968 20,000 20,000 1,216,520 17,091,169 2,365,000 2043 2044 1,227,246 1,227,246 217,615 645,460 20,000 20,000 1,207,246 18,298,414 1,625,000 2044 2045 1,218,041 1,218,041 217,230 639,018 20,000 20,000 1,198,041 19,496,456 845,000 2045 2046 1,208,906 1,208,906 225,940 645,156 20,000 20,000 1,188,906 20,685,362 0 2046 2047 1,199,839 1,199,839 0 0 20,000 20,000 1,179,839 21,865,201 0 2047 2048 1,190,841 1,190,841 0 0 20,000 20,000 1,170,841 23,036,042 0 2048 2049 1,181,909 1,181,909 0 0 20,000 20,000 1,161,909 24,197,951 0 2049 Totals 28,734,032 160,700 136,016 12,093,898 41,124,646 3,842,948 11,396,010 4,376,010 11,534,129 336,018 519,838 160,700 16,926,695 Totals Notes: LEGEND: END OF EXP. PERIOD City of Oconomowoc, Wisconsin Tax Increment District No. 7 Table 5: Cash Flow Projection Neumann Projected Revenues Projected Expenditures Balances Total Revenues Tax Increments Misc. Revenue Interest Debt Proceeds Transfer to Debt Service Fund G.O. Notes, 2026 (Neumann) Taxable G.O. Notes, 2026 (Neumann) Ongoing Professional Services & Administration OtherCapital Outlay Financing Costs Total Expenditures Annual Cumulative PROJECTED CLOSURE YEAR Total Liabilities Outstanding 50 QB\105038487.1 RESOLUTION NO. 26-R3412 RESOLUTION AUTHORIZING THE ISSUANCE AND ESTABLISHING PARAMETERS FOR THE SALE OF NOT TO EXCEED $6,145,000 TAXABLE GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2026B WHEREAS, the Common Council hereby finds and determines that it is necessary, desirable and in the best interest of the City of Oconomowoc, Waukesha County, Wisconsin (the "City") to raise funds for public purposes, including providing a development incentive in the City's Tax Incremental District No. 7 for the Social (the "Project"); WHEREAS, the Common Council hereby finds and determines that the Project is within the City's power to undertake and therefore serves a "public purpose" as that term is defined in Section 67.04(1)(b), Wisconsin Statutes; WHEREAS, the City is authorized by the provisions of Section 67.12(12), Wisconsin Statutes, to borrow money and issue general obligation promissory notes (the "Notes") for such public purposes; WHEREAS, due to certain provisions contained in the Internal Revenue Code of 1986, as amended, it is necessary to issue the Notes on a taxable rather than tax-exempt basis; WHEREAS, it is the finding of the Common Council that it is in the best interest of the City to direct its financial advisor, Ehlers & Associates, Inc. ("Ehlers"), to take the steps necessary for the City to offer and sell the Notes at public sale and to obtain bids for the purchase of the Notes; and WHEREAS, in order to facilitate the sale of the Notes in a timely manner, the Common Council hereby finds and determines that it is necessary, desirable and in the best interest of the City to delegate to either the Director of Finance/Administrative Services or the City Administrator (each, an "Authorized Officer") the authority to accept on behalf of the City the bid for the Notes that results in the lowest true interest cost for the Notes (the "Proposal") and meets the terms and conditions provided for in this Resolution by executing a certificate in substantially the form attached hereto as Exhibit A and incorporated herein by reference (the "Approving Certificate"). NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City that: Section 1. Authorization and Sale of the Notes; Parameters. For the purpose of paying costs of the Project, the City is authorized to borrow pursuant to Section 67.12(12), Wisconsin Statutes, the principal sum of not to exceed SIX MILLION ONE HUNDRED FORTY-FIVE THOUSAND DOLLARS ($6,145,000) upon the terms and subject to the conditions set forth in this Resolution. Subject to satisfaction of the condition set forth in Section 14 of this Resolution, the Mayor and City Clerk are hereby authorized, empowered and directed to make, execute, issue and sell to the financial institution that submitted the Proposal (the "Purchaser") for, on behalf of and in the name of the City, Notes aggregating the principal amount of not to exceed 51 QB\105038487.1 -2- SIX MILLION ONE HUNDRED FORTY-FIVE THOUSAND DOLLARS ($6,145,000). The purchase price to be paid to the City for the Notes shall not be less than 98.75% nor more than 110.00% of the principal amount of the Notes. Section 2. Terms of the Notes. The Notes shall be designated "Taxable General Obligation Promissory Notes, Series 2026B" and shall:  be issued in the aggregate principal amount of up to $6,145,000;  be dated as of their date of issuance;  be in the denomination of $5,000 or any integral multiple thereof;  be numbered R-1 and upward; and  mature or be subject to mandatory redemption on the dates and in the principal amounts set forth below, provided that the principal amount of each maturity or mandatory redemption amount may be (a) increased by up to $385,000, or (b) decreased by no more than the following amounts, in the following years: Years Maximum Decrease 2030 $ 45,000 2031 70,000 2032–2046 145,000 The aggregate principal amount of the Notes shall not exceed $6,145,000. The schedule below assumes the Notes are issued in the aggregate principal amount of $6,145,000. Date Principal Amount 04-01-2030 $ 50,000 04-01-2031 75,000 04-01-2032 150,000 04-01-2033 200,000 04-01-2034 290,000 04-01-2035 310,000 04-01-2036 330,000 04-01-2037 350,000 04-01-2038 370,000 04-01-2039 400,000 04-01-2040 420,000 04-01-2041 450,000 04-01-2042 475,000 04-01-2043 520,000 04-01-2044 550,000 04-01-2045 580,000 04-01-2046 625,000 52 QB\105038487.1 -3- Interest shall be payable semi-annually on April 1 and October 1 of each year commencing on April 1, 2027. The true interest cost on the Notes (computed taking the Purchaser's compensation into account) shall not exceed 6.42%. Interest shall be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. Section 3. Redemption Provisions. The Notes shall be subject to optional redemption as set forth in the Approving Certificate. If the Proposal specifies that certain of the Notes shall be subject to mandatory redemption, the terms of such mandatory redemption shall be set forth in an attachment to the Approving Certificate labeled as Schedule MRP. Upon the optional redemption of any of the Notes subject to mandatory redemption, the principal amount of such Notes so redeemed shall be credited against the mandatory redemption payments established in the Approving Certificate in such manner as the City shall direct. Section 4. Form of the Notes. The Notes shall be issued in registered form and shall be executed and delivered in substantially the form attached hereto as Exhibit B and incorporated herein by this reference. Section 5. Tax Provisions. (A) Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and interest on the Notes as the same becomes due, the full faith, credit and resources of the City are hereby irrevocably pledged, and there is hereby levied upon all of the taxable property of the City a direct annual irrepealable tax in the years 2026 through 2045 for the payments due in the years 2027 through 2046 in the amounts as are sufficient to meet the principal and interest payments when due. (B) Tax Collection. So long as any part of the principal of or interest on the Notes remains unpaid, the City shall be and continue without power to repeal such levy or obstruct the collection of said tax until all such payments have been made or provided for. After the issuance of the Notes, said tax shall be, from year to year, carried onto the tax roll of the City and collected in addition to all other taxes and in the same manner and at the same time as other taxes of the City for said years are collected, except that the amount of tax carried onto the tax roll may be reduced in any year by the amount of any surplus money in the Debt Service Fund Account created below. (C) Additional Funds. If at any time there shall be on hand insufficient funds from the aforesaid tax levy to meet principal and/or interest payments on said Notes when due, the requisite amounts shall be paid from other funds of the City then available, which sums shall be replaced upon the collection of the taxes herein levied. Section 6. Segregated Debt Service Fund Account. (A) Creation and Deposits. There shall be and there hereby is established in the treasury of the City, if one has not already been created, a debt service fund, separate and distinct from every other fund, which shall be maintained in accordance with generally accepted accounting principles. Debt service or sinking funds established for obligations previously 53 QB\105038487.1 -4- issued by the City may be considered as separate and distinct accounts within the debt service fund. Within the debt service fund, there hereby is established a separate and distinct account designated as the "Debt Service Fund Account for Taxable General Obligation Promissory Notes, Series 2026B" (the "Debt Service Fund Account") and such account shall be maintained until the indebtedness evidenced by the Notes is fully paid or otherwise extinguished. There shall be deposited into the Debt Service Fund Account (i) all accrued interest received by the City at the time of delivery of and payment for the Notes; (ii) any premium which may be received by the City above the par value of the Notes and accrued interest thereon; (iii) all money raised by the taxes herein levied and any amounts appropriated for the specific purpose of meeting principal of and interest on the Notes when due; (iv) such other sums as may be necessary at any time to pay principal of and interest on the Notes when due; (v) surplus monies in the Borrowed Money Fund as specified below; and (vi) such further deposits as may be required by Section 67.11, Wisconsin Statutes. (B) Use and Investment. No money shall be withdrawn from the Debt Service Fund Account and appropriated for any purpose other than the payment of principal of and interest on the Notes until all such principal and interest has been paid in full and the Notes canceled; provided (i) the funds to provide for each payment of principal of and interest on the Notes prior to the scheduled receipt of taxes from the next succeeding tax collection may be invested in direct obligations of the United States of America maturing in time to make such payments when they are due or in other investments permitted by law; and (ii) any funds over and above the amount of such principal and interest payments on the Notes may be used to reduce the next succeeding tax levy, or may, at the option of the City, be invested by purchasing the Notes as permitted by and subject to Section 67.11(2)(a), Wisconsin Statutes, or in permitted municipal investments under the pertinent provisions of the Wisconsin Statutes ("Permitted Investments"), which investments shall continue to be a part of the Debt Service Fund Account. (C) Remaining Monies. When all of the Notes have been paid in full and canceled, and all Permitted Investments disposed of, any money remaining in the Debt Service Fund Account shall be transferred and deposited in the general fund of the City, unless the Common Council directs otherwise. Section 7. Proceeds of the Notes; Segregated Borrowed Money Fund. The proceeds of the Notes (the "Note Proceeds") (other than any premium and accrued interest which must be paid at the time of the delivery of the Notes into the Debt Service Fund Account created above) shall be deposited into a special fund (the "Borrowed Money Fund") separate and distinct from all other funds of the City and disbursed solely for the purpose or purposes for which borrowed. Monies in the Borrowed Money Fund may be temporarily invested in Permitted Investments. Any monies, including any income from Permitted Investments, remaining in the Borrowed Money Fund after the purpose or purposes for which the Notes have been issued have been accomplished, and, at any time, any monies as are not needed and which obviously thereafter cannot be needed for such purpose(s) shall be deposited in the Debt Service Fund Account. Section 8. Execution of the Notes; Closing; Professional Services. The Notes shall be issued in printed form, executed on behalf of the City by the manual or facsimile signatures of 54 QB\105038487.1 -5- the Mayor and City Clerk, authenticated, if required, by the Fiscal Agent (defined below), sealed with its official or corporate seal, if any, or a facsimile thereof, and delivered to the Purchaser upon payment to the City of the purchase price thereof, plus accrued interest to the date of delivery (the "Closing"). The facsimile signature of either of the officers executing the Notes may be imprinted on the Notes in lieu of the manual signature of the officer but, unless the City has contracted with a fiscal agent to authenticate the Notes, at least one of the signatures appearing on each Note shall be a manual signature. In the event that either of the officers whose signatures appear on the Notes shall cease to be such officers before the Closing, such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as if they had remained in office until the Closing. The aforesaid officers are hereby authorized and directed to do all acts and execute and deliver the Notes and all such documents, certificates and acknowledgements as may be necessary and convenient to effectuate the Closing. The City hereby authorizes the officers and agents of the City to enter into, on its behalf, agreements and contracts in conjunction with the Notes, including but not limited to agreements and contracts for legal, trust, fiscal agency, disclosure and continuing disclosure, and rebate calculation services. Any such contract heretofore entered into in conjunction with the issuance of the Notes is hereby ratified and approved in all respects. Section 9. Payment of the Notes; Fiscal Agent. The principal of and interest on the Notes shall be paid by Bond Trust Services Corporation, which is hereby appointed as the City's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin Statutes (the "Fiscal Agent"). The City hereby authorizes the Mayor and City Clerk or other appropriate officers of the City to enter into a Fiscal Agency Agreement between the City and the Fiscal Agent. Such contract may provide, among other things, for the performance by the Fiscal Agent of the functions listed in Wis. Stats. Sec. 67.10(2)(a) to (j), where applicable, with respect to the Notes. Section 10. Persons Treated as Owners; Transfer of Notes. The City shall cause books for the registration and for the transfer of the Notes to be kept by the Fiscal Agent. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of either principal or interest on any Note shall be made only to the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Any Note may be transferred by the registered owner thereof by surrender of the Note at the office of the Fiscal Agent, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, the Mayor and City Clerk shall execute and deliver in the name of the transferee or transferees a new Note or Notes of a like aggregate principal amount, series and maturity and the Fiscal Agent shall record the name of each transferee in the registration book. No registration shall be made to bearer. The Fiscal Agent shall cancel any Note surrendered for transfer. The City shall cooperate in any such transfer, and the Mayor and City Clerk are authorized to execute any new Note or Notes necessary to effect any such transfer. Section 11. Record Date. The 15th day of the calendar month next preceding each interest payment date shall be the record date for the Notes (the "Record Date"). Payment of 55 QB\105038487.1 -6- interest on the Notes on any interest payment date shall be made to the registered owners of the Notes as they appear on the registration book of the City at the close of business on the Record Date. Section 12. Utilization of The Depository Trust Company Book-Entry-Only System. In order to make the Notes eligible for the services provided by The Depository Trust Company, New York, New York ("DTC"), the City agrees to the applicable provisions set forth in the Blanket Issuer Letter of Representations, which the City Clerk or other authorized representative of the City is authorized and directed to execute and deliver to DTC on behalf of the City to the extent an effective Blanket Issuer Letter of Representations is not presently on file in the City Clerk's office. Section 13. Payment of Issuance Expenses. The City authorizes the Purchaser to forward the amount of the proceeds of the Notes allocable to the payment of issuance expenses to a financial institution selected by Ehlers at Closing for further distribution as directed by Ehlers. Section 14. Condition on Issuance and Sale of the Notes. The issuance of the Notes and the sale of the Notes to the Purchaser are subject to approval by an Authorized Officer of the principal amount, definitive maturities, redemption provisions, interest rates and purchase price for the Notes, which approval shall be evidenced by execution by an Authorized Officer of the Approving Certificate. The Notes shall not be issued, sold or delivered until this condition is satisfied. Upon satisfaction of this condition, an Authorized Officer authorized to execute a Proposal with the Purchaser providing for the sale of the Notes to the Purchaser. Section 15. Official Statement. The Common Council hereby directs an Authorized Officer to approve the Preliminary Official Statement with respect to the Notes and deem the Preliminary Official Statement as "final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the "Rule"). All actions taken by an Authorized Officer or other officers of the City in connection with the preparation of such Preliminary Official Statement and any addenda to it or final Official Statement are hereby ratified and approved. In connection with the Closing, the appropriate City official shall certify the Preliminary Official Statement and any addenda or final Official Statement. The City Clerk shall cause copies of the Preliminary Official Statement and any addenda or final Official Statement to be distributed to the Purchaser. Section 16. Undertaking to Provide Continuing Disclosure. The City hereby covenants and agrees, for the benefit of the owners of the Notes, to enter into a written undertaking (the "Undertaking") if required by the Rule to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events in accordance with the Rule. The Undertaking shall be enforceable by the owners of the Notes or by the Purchaser on behalf of such owners (provided that the rights of the owners and the Purchaser to enforce the Undertaking shall be limited to a right to obtain specific performance of 56 QB\105038487.1 -7- the obligations thereunder and any failure by the City to comply with the provisions of the Undertaking shall not be an event of default with respect to the Notes). To the extent required under the Rule, the Mayor and City Clerk, or other officer of the City charged with the responsibility for issuing the Notes, shall provide a Continuing Disclosure Certificate for inclusion in the transcript of proceedings, setting forth the details and terms of the City's Undertaking. Section 17. Record Book. The City Clerk shall provide and keep the transcript of proceedings as a separate record book (the "Record Book") and shall record a full and correct statement of every step or proceeding had or taken in the course of authorizing and issuing the Notes in the Record Book. Section 18. Bond Insurance. If the Purchaser determines to obtain municipal bond insurance with respect to the Notes, the officers of the City are authorized to take all actions necessary to obtain such municipal bond insurance. The Mayor and City Clerk are authorized to agree to such additional provisions as the bond insurer may reasonably request and which are acceptable to the Mayor and City Clerk including provisions regarding restrictions on investment of Note proceeds, the payment procedure under the municipal bond insurance policy, the rights of the bond insurer in the event of default and payment of the Notes by the bond insurer and notices to be given to the bond insurer. In addition, any reference required by the bond insurer to the municipal bond insurance policy shall be made in the form of Note provided herein. 57 QB\105038487.1 -8- Section 19. Conflicting Resolutions; Severability; Effective Date. All prior resolutions, rules or other actions of the Common Council or any parts thereof in conflict with the provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so conflict. In the event that any one or more provisions hereof shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The foregoing shall take effect immediately upon adoption and approval in the manner provided by law. Adopted, approved and recorded October 6, 2026. _____________________________ Matt Rosek Mayor ATTEST: ____________________________ Gina Kozlik City Clerk (SEAL) 58 QB\105038487.1 EXHIBIT A APPROVING CERTIFICATE The undersigned [Director of Finance/Administrative Services] [City Administrator] of the City of Oconomowoc, Waukesha County, Wisconsin (the "City"), hereby certifies that: 1. Resolution. On October 6, 2026, the Common Council of the City adopted a resolution (the "Resolution") authorizing the issuance and establishing parameters for the sale of not to exceed $6,145,000 Taxable General Obligation Promissory Notes, Series 2026B of the City (the "Notes") after a public sale and delegating to me the authority to approve the Preliminary Official Statement, to approve the purchase proposal for the Notes, and to determine the details for the Notes within the parameters established by the Resolution. 2. Preliminary Official Statement. The Preliminary Official Statement with respect to the Notes is hereby approved and deemed "final" as of its date for purposes of SEC Rule 15c2- 12 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934. 3. Proposal; Terms of the Notes. On the date hereof, the Notes were offered for public sale and the bids set forth on the Bid Tabulation attached hereto as Schedule I and incorporated herein by this reference were received. The institution listed first on the Bid Tabulation, ____________________ (the "Purchaser") offered to purchase the Notes in accordance with the terms set forth in the Proposal attached hereto as Schedule II and incorporated herein by this reference (the "Proposal"). Ehlers & Associates, Inc. recommends the City accept the Proposal. The Proposal meets the parameters and conditions established by the Resolution and is hereby approved and accepted. The Notes shall be issued in the aggregate principal amount of $__________, which is not more than the $6,145,000 approved by the Resolution, and shall mature on April 1 of each of the years and in the amounts and shall bear interest at the rates per annum as set forth in the Pricing Summary attached hereto as Schedule III and incorporated herein by this reference. The amount of each annual principal or mandatory redemption payment due on the Notes was not increased by more than $385,000, nor decreased by more than (i) $45,000 in 2030, (ii) $70,000 in 2031 or (iii) $145,000 in the years 2032 through 2046 as compared to the schedule included in the Resolution as set forth below: Date Resolution Schedule Actual Amount 04-01-2030 $ 50,000 $___________ 04-01-2031 75,000 ___________ 04-01-2032 150,000 ___________ 04-01-2033 200,000 ___________ 04-01-2034 290,000 ___________ 04-01-2035 310,000 ___________ 04-01-2036 330,000 ___________ 04-01-2037 350,000 ___________ 59 QB\105038487.1 -2- Date Resolution Schedule Actual Amount 04-01-2038 $370,000 $___________ 04-01-2039 400,000 ___________ 04-01-2040 420,000 ___________ 04-01-2041 450,000 ___________ 04-01-2042 475,000 ___________ 04-01-2043 520,000 ___________ 04-01-2044 550,000 ___________ 04-01-2045 580,000 ___________ 04-01-2046 625,000 ___________ The true interest cost on the Notes (computed taking the Purchaser's compensation into account) is _________%, which is not in excess of 6.42%, as required by the Resolution. 4. Purchase Price of the Notes. The Notes shall be sold to the Purchaser in accordance with the terms of the Proposal at a price of $_________, plus accrued interest, if any, to the date of delivery of the Notes, which is not less than 98.75% nor more than 110.00% of the principal amount of the Notes, as required by the Resolution. 5. Redemption Provisions of the Notes. The Notes maturing on April 1, ______ and thereafter are subject to redemption prior to maturity, at the option of the City, on April 1, ______ or on any date thereafter. Said Notes are redeemable as a whole or in part, and if in part, from maturities selected by the City and within each maturity by lot, at the principal amount thereof, plus accrued interest to the date of redemption. [The Proposal specifies that [some of] the Notes are subject to mandatory redemption. The terms of such mandatory redemption are set forth in an attachment hereto as Schedule MRP and incorporated herein by this reference.] 6. Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and interest on the Notes as the same respectively falls due, the full faith, credit and taxing powers of the City have been irrevocably pledged and there has been levied on all of the taxable property in the City, pursuant to the Resolution, a direct, annual irrepealable tax in an amount and at the times sufficient for said purpose. Such tax shall be for the years and in the amounts set forth on the debt service schedule attached hereto as Schedule IV. 60 QB\105038487.1 -3- 7. Approval. This Certificate constitutes my approval of the Proposal, and the principal amount, definitive maturities, interest rates, purchase price and redemption provisions for the Notes and the direct annual irrepealable tax levy to repay the Notes, in satisfaction of the parameters set forth in the Resolution. IN WITNESS WHEREOF, I have executed this Certificate on ______________________, 2026 pursuant to the authority delegated to me in the Resolution. [_________________________ Steve Hatton Director of Finance/Administrative Services] [_________________________ Mark Frye City Administrator] 61 QB\105038487.1 SCHEDULE I TO APPROVING CERTIFICATE Bid Tabulation To be provided by Ehlers & Associates, Inc. and incorporated into the Certificate. (See Attached) 62 QB\105038487.1 SCHEDULE II TO APPROVING CERTIFICATE Proposal To be provided by Ehlers & Associates, Inc. and incorporated into the Certificate. (See Attached) 63 QB\105038487.1 SCHEDULE III TO APPROVING CERTIFICATE Pricing Summary To be provided by Ehlers & Associates, Inc. and incorporated into the Certificate. (See Attached) 64 QB\105038487.1 SCHEDULE IV TO APPROVING CERTIFICATE Debt Service Schedule and Irrepealable Tax Levies To be provided by Ehlers & Associates, Inc. and incorporated into the Certificate. (See Attached) 65 QB\105038487.1 [SCHEDULE MRP Mandatory Redemption Provision The Notes due on April 1, ____, ____ and ____ (the "Term Bonds") are subject to mandatory redemption prior to maturity by lot (as selected by the Depository) at a redemption price equal to One Hundred Percent (100%) of the principal amount to be redeemed plus accrued interest to the date of redemption, from debt service fund deposits which are required to be made in amounts sufficient to redeem on April 1 of each year the respective amount of Term Bonds specified below: For the Term Bonds Maturing on April 1, 20 Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity) For the Term Bonds Maturing on April 1, 20 Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity) For the Term Bonds Maturing on April 1, 20 Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity) For the Term Bonds Maturing on April 1, 20 Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity)] 66 QB\105038487.1 EXHIBIT B (Form of Note) UNITED STATES OF AMERICA REGISTERED STATE OF WISCONSIN DOLLARS WAUKESHA COUNTY NO. R-___ CITY OF OCONOMOWOC $_______ TAXABLE GENERAL OBLIGATION PROMISSORY NOTE, SERIES 2026B MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP: April 1, _____ ________, 2026 ____% ______ DEPOSITORY OR ITS NOMINEE NAME: CEDE & CO. PRINCIPAL AMOUNT: _______________________ THOUSAND DOLLARS ($__________) FOR VALUE RECEIVED, the City of Oconomowoc, Waukesha County, Wisconsin (the "City"), hereby acknowledges itself to owe and promises to pay to the Depository or its Nominee Name (the "Depository") identified above (or to registered assigns), on the maturity date identified above, the principal amount identified above, and to pay interest thereon at the rate of interest per annum identified above, all subject to the provisions set forth herein regarding redemption prior to maturity. Interest shall be payable semi-annually on April 1 and October 1 of each year commencing on April 1, 2027 until the aforesaid principal amount is paid in full. Both the principal of and interest on this Note are payable to the registered owner in lawful money of the United States. Interest payable on any interest payment date shall be paid by wire transfer to the Depository in whose name this Note is registered on the Bond Register maintained by Bond Trust Services Corporation (the "Fiscal Agent") or any successor thereto at the close of business on the 15th day of the calendar month next preceding each interest payment date (the "Record Date"). This Note is payable as to principal upon presentation and surrender hereof at the office of the Fiscal Agent. For the prompt payment of this Note together with interest hereon as aforesaid and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the City are hereby irrevocably pledged. This Note is one of an issue of Notes aggregating the principal amount of $________, all of which are of like tenor, except as to denomination, interest rate, maturity date and redemption provision, issued by the City pursuant to the provisions of Section 67.12(12), Wisconsin Statutes, for public purposes, including providing a development incentive in the City's Tax Incremental District No. 7 for the Social, as authorized by a resolution adopted on October 6, 2026 as supplemented by an Approving Certificate, dated ______________, 2026 (the "Approving 67 QB\105038487.1 -2- Certificate") (collectively, the "Resolution"). Said Resolution is recorded in the official minutes of the Common Council for said date. The Notes maturing on April 1, ___________ and thereafter are subject to redemption prior to maturity, at the option of the City, on April 1, ________ or on any date thereafter. Said Notes are redeemable as a whole or in part, and if in part, from maturities selected by the City, and within each maturity by lot (as selected by the Depository), at the principal amount thereof, plus accrued interest to the date of redemption. [The Notes maturing in the years ________ are subject to mandatory redemption by lot as provided in the Approving Certificate, at the redemption price of par plus accrued interest to the date of redemption and without premium.] In the event the Notes are redeemed prior to maturity, as long as the Notes are in book-entry-only form, official notice of the redemption will be given by mailing a notice by registered or certified mail, overnight express delivery, facsimile transmission, electronic transmission or in any other manner required by the Depository, to the Depository not less than thirty (30) days nor more than sixty (60) days prior to the redemption date. If less than all of the Notes of a maturity are to be called for redemption, the Notes of such maturity to be redeemed will be selected by lot. Such notice will include but not be limited to the following: the designation, date and maturities of the Notes called for redemption, CUSIP numbers, and the date of redemption. Any notice provided as described herein shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. The Notes shall cease to bear interest on the specified redemption date provided that federal or other immediately available funds sufficient for such redemption are on deposit at the office of the Depository at that time. Upon such deposit of funds for redemption the Notes shall no longer be deemed to be outstanding. It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this Note have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the City, including this Note and others issued simultaneously herewith, does not exceed any limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual irrepealable tax has been levied sufficient to pay this Note, together with the interest thereon, when and as payable. This Note is transferable only upon the books of the City kept for that purpose at the office of the Fiscal Agent, only in the event that the Depository does not continue to act as depository for the Notes, and the City appoints another depository, upon surrender of the Note to the Fiscal Agent, by the registered owner in person or his duly authorized attorney, together with a written instrument of transfer (which may be endorsed hereon) satisfactory to the Fiscal Agent duly executed by the registered owner or his duly authorized attorney. Thereupon a new fully registered Note in the same aggregate principal amount shall be issued to the new depository in exchange therefor and upon the payment of a charge sufficient to reimburse the City for any tax, fee or other governmental charge required to be paid with respect to such registration. The Fiscal Agent shall not be obliged to make any transfer of the Notes (i) after the Record Date, (ii) 68 QB\105038487.1 -3- during the fifteen (15) calendar days preceding the date of any publication of notice of any proposed redemption of the Notes, or (iii) with respect to any particular Note, after such Note has been called for redemption. The Fiscal Agent and City may treat and consider the Depository in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes whatsoever. The Notes are issuable solely as negotiable, fully- registered Notes without coupons in the denomination of $5,000 or any integral multiple thereof. This Note shall not be valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Fiscal Agent. No delay or omission on the part of the owner hereof to exercise any right hereunder shall impair such right or be considered as a waiver thereof or as a waiver of or acquiescence in any default hereunder. 69 QB\105038487.1 -4- IN WITNESS WHEREOF, the City of Oconomowoc, Waukesha County, Wisconsin, by its governing body, has caused this Note to be executed for it and in its name by the manual or facsimile signatures of its duly qualified Mayor and City Clerk; and to be sealed with its official or corporate seal, if any, all as of the original date of issue specified above. CITY OF OCONOMOWOC WAUKESHA COUNTY, WISCONSIN By: ______________________________ Matt Rosek Mayor (SEAL) By: ______________________________ Gina Kozlik City Clerk 70 QB\105038487.1 -5- Date of Authentication: _______________, ______ CERTIFICATE OF AUTHENTICATION This Note is one of the Notes of the issue authorized by the within-mentioned Resolution of the City of Oconomowoc, Waukesha County, Wisconsin. Bond Trust Services Corporation By____________________________ Authorized Signatory 71 QB\105038487.1 -6- ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto ____________________________________________________________________________ (Name and Address of Assignee) ____________________________________________________________________________ (Social Security or other Identifying Number of Assignee) the within Note and all rights thereunder and hereby irrevocably constitutes and appoints ______________________________________, Legal Representative, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: _____________________ Signature Guaranteed: _____________________________ ________________________________ (e.g. Bank, Trust Company (Depository or Nominee Name) or Securities Firm) NOTICE: This signature must correspond with the name of the Depository or Nominee Name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. ____________________________ (Authorized Officer) 72