City of Neenah COMMON COUNCIL AGENDA (1) · 8/21/2013 · Consideration of Committee recommendation regarding Resolution No. 2013-28 Authorizing the Issuance and Sale of Approximately

AMENDED FINAL

City of Neenah COMMON COUNCIL AGENDA (1)

Wednesday, August 21, 2013 - 7:00 p.m. Neenah City Hall

Council Chambers I. Roll Call and Pledge of Allegiance. II. Introduction and Confirmation of Mayor’s Appointment(s). (None) III. Approval of Council Proceedings of August 7, 2013 regular session (2&3) and Committee

of the Whole minutes of July 29, 2013 (4), August 7, 2013 (5) and August 13, 2013 (6). (Proceedings and Minutes can be found on the City web site) (RollCall Pro)

IV. Public Hearings. (None)

V. Plan Commission report pertaining to the public hearings. (None) VI. Consideration of ordinances pertaining to the public hearings. (None)

VII. Consideration of resolution pertaining to the public hearings. (None) Motion to amend the agenda to move up item XI (B) the report from the Special Finance & Personnel Committee meeting of August 21, 2013, agenda items XII (B) the report from the Special CDA meeting of August 21, 2013, agenda item XIII (A) Resolution No. 2013-28 Authorizing the Issuance and Sale of Approximately $3,595,000 Water Utility Revenue Refunding Bonds, Series 2013, of the City of Neenah, Winnebago County, Wisconsin, and Providing for the Payment of the Bonds and Other Details With Respect to the Bonds and agenda item XIII (B) Resolution No. 2013-29 Approving an Amended and Restated Lease of Certain Property and Improvements by the City and Approving the Issuance of $17,605,000 Community Development Lease Revenue Refunding Bonds, Series 2013 by the Community Development Authority and Approving Related Documents and Transactions. Special Finance and Personnel Committee meeting of August 21, 2013: Waiver of the 24-hour rule relative to providing minutes for Council consideration and

action. Consideration of Committee recommendation regarding Resolution No. 2013-28

Authorizing the Issuance and Sale of Approximately $3,595,000 Water Utility Revenue Refunding Bonds, Series 2013, of the City of Neenah, Winnebago County, Wisconsin, and Providing for the Payment of the Bonds and Other Details With Respect to the Bonds. (Resolution to follow)

Consideration of Committee recommendation regarding Resolution No. 2013-29 Approving an Amended and Restated Lease of Certain Property and Improvements by the City and Approving the Issuance of $17,605,000 Community Development Lease Revenue Refunding Bonds, Series 2013 by the Community Development Authority and Approving Related Documents and Transactions. (Resolution to follow)

Council Agenda August 21, 2013 Page 2 of 4

Community Development Authority meeting of August 21, 2013: Waiver of the 24-hour rule relative to providing minutes for Council consideration and

action. Consideration of Committee recommendation regarding Resolution No. 2013-29

Approving an Amended and Restated Lease of Certain Property and Improvements by the City and Approving the Issuance of $17,605,000 Community Development Lease Revenue Refunding Bonds, Series 2013 by the Community Development Authority and Approving Related Documents and Transactions. (Resolution to follow)

Resolution No. 2013-28 Authorizing the Issuance and Sale of Approximately $3,595,000

Water Utility Revenue Refunding Bonds, Series 2013, of the City of Neenah, Winnebago County, Wisconsin, and Providing for the Payment of the Bonds and Other Details With Respect to the Bonds. (7) (Distributed with the Special Finance & Personnel Committee agenda of August 21, 2013) (RollCall Pro)

Resolution No. 2013-29 Approving an Amended and Restated Lease of Certain Property and

Improvements by the City and Approving the Issuance of $17,605,000 Community Development Lease Revenue Refunding Bonds, Series 2013 by the Community Development Authority and Approving Related Documents and Transactions. (8) (Distributed with the Special Finance & Personnel Committee agenda of August 21, 2013) (RollCall Pro)

VIII. Public Forum.

A. Speakers should give their name and residential address (not mailing address) and are allowed five minutes to speak on any topic.

IX. Mayor/Council consideration of public forum issues. X. Consent Agenda.

A. Approve Beverage Operator license for: Aleesha J. Cummings, Kyle S. Gawlick, April L. Sundby and Dean S. Timm. (PSSC)

B. (RollCall Pro) XI. Reports of standing committees and consideration thereof.

A. Regular Public Services and Safety Committee meeting of August 13, 2013 (9): (Minutes can be found on the City web site) 1. Committee recommends Council approve the Committee document as

amended to include the votes from the closed session and to confirm the Committee Findings and Conclusions of Law, which uphold Chief Wilkinson's designation of the Defendant-Appellant's dog Lotus as a Dangerous Animal under Neenah Code §3-16. (10) (RollCall Pro)

B. Special Finance and Personnel Committee meeting of August 21, 2013: Previously Reported. 1. Waiver of the 24-hour rule relative to providing minutes for Council

consideration and action. 2. Consideration of Committee recommendation regarding Resolution No.

2013-28 authorizing the issuance and sale of $3,595,000 Water Utility


Revenue Refunding Bonds, Series 2013, of the City Of Neenah, Winnebago County, Wisconsin, and providing for the payment of the bonds and other details with respect to the Bonds. (Resolution to follow)

3. Consideration of Committee recommendation regarding Resolution No. 2013-29 approving an amended and restated Lease of certain property by the City and approving the issuance of $17,605,000 Community Development Lease Revenue Refunding Bonds, Series 2013, by the Community Development Authority and approving related documents and transactions. (Resolution to follow)

C. Regular Finance and Personnel Committee meeting of August 12, 2013: (Cancelled)

XII. Reports of special committees and liaisons and various special projects committees and

consideration thereof. A. Regular Plan Commission meeting of August 13, 2013: (11) (Minutes can be found

on the City web site) No Report. B. Community Development Authority meeting of August 21, 2013: Previously

Reported. 1. Waiver of the 24-hour rule relative to providing minutes for Council

consideration and action. 2. Consideration of CDA recommendation regarding Resolution No. 2013-29

approving an amended and restated Lease of certain property by the City and approving the issuance of $17,605,000 Community Development Lease Revenue Refunding Bonds, Series 2013, by the Community Development Authority and approving related documents and transactions.. (Resolution to follow)

C. Board of Public Works meeting of August 21, 2013: 1. Waiver of the 24-hour rule relative to providing minutes for Council

consideration and action. 2. Information Only Items:

a) Board action on Pay Estimate No. 1 for Contract 6-13 Main Street Bridge Repairs and Approach Replacement to Fischer-Ulman Construction, Inc., 1115 S. Theodore Street, Appleton, for $42,658.43.

b) Board action on Pay Estimate No. 7 for Contract 1-13 Sewer and Water Main Construction and Street Resurfacing on S. Commercial Street, Orange Street and Church Street to Van Straten Construction Co., Inc. of Green Bay in the amount of $66,980.03.

3. Council Action Items: a) Board recommendation regarding Contract 9-13, Epoxy Pavement

Marking. (RollCall Pro) D. Community Development Authority Update

1. Update from the CDA (Plexus Project) – Chris Haese E. Sustainable Neenah Committee

1. Report from the Sustainable Neenah Committee – Ald. Ahles


XIII. Presentation of ordinances and resolutions and consideration thereof. Previously acted on. A. Resolution No. 2013-28 authorizing the issuance and sale of $3,595,000 Water

Utility Revenue Refunding Bonds, Series 2013, of the City Of Neenah, Winnebago County, Wisconsin, and providing for the payment of the bonds and other details with respect to the Bonds (RollCall Pro)

B. Resolution No. 2013-29 approving an amended and restated Lease of certain property by the City and approving the issuance of $17,605,000 Community Development Lease Revenue Refunding Bonds, Series 2013, by the Community Development Authority and approving related documents and transactions. (RollCall Pro)

XIV. Presentation of petitions.

A. Any other petition received by the City Clerk’s Office prior to the Common Council meeting.

XV. Council Directives. (12) XVI. Unfinished Business. XVII. Presentation of communications, claims, memorials, accounts and other new business.

A. Mayor Scherck appointment to fill the expired term of Dr. Herb Allen and Janet Burkett on the Committee on Aging, term expires September 2016. (To be made at the September 4 Council meeting)

B. The 115th Annual League of Wisconsin Municipalities Annual Conference will be held at the Hyatt/KI Center in Green Bay October 16-18, 2013. Those interested in attending should complete the attached form and return it to the Clerk’s Office no later than September 10th. Early Bird registration ends September 16th. (13)

C. Any announcements/questions that may legally come before the Council. D. Adjournment.

“Neenah City Hall is accessible to the physically disadvantaged. If special accommodations are needed please contact the Neenah City Clerk’s Office

at 886-6100 at least 24 hours in advance of the meeting.”

Proceedings of the Common Council of the City of Neenah Wednesday, August 7, 2013 - 7:00 p.m.

The Common Council of the City of Neenah, Winnebago County, Wisconsin, met in regular session at 7:00 p.m., August 7, 2013 in the Council Chambers of Neenah City Hall. Mayor Scherck in the chair. Present: Aldermen Lendrum, Ahles, Hamblin, Pollnow, Bates, Hillstrom, Ramos, Kunz and Stevenson, City Attorney Godlewski and City Clerk Sturn. Also Present: Director of Finance Easker, Director of Community Development & Assessment Haese, Director of Public Works Kaiser, Director of Park & Recreation McCoy, State Rep. Dean Kaufert, Judy Zaretke, Edward Allen, Ella Peterman, Thomas Kuhr, Edward Igl, Brian Ritchie, Darrel Schultz, Brian Burr, Denis Danielsen, Michael Eiting, Dan Wittman, Jeff Heim, Holly Weigman, Marty DeCoster, Harvey Sprangers, Ricky Jacquart, John Rae, Paula Pitsch, Ruth Melzer, Eileen Schmidt and Duke Behnke of the Post Crescent. Mayor Scherck called the meeting to order at 7:00 pm. Introduction and Confirmation of Mayor’s Appointment(s) I. MSCRP Stevenson/Pollnow to appoint James A. Sudlack to fill the vacant

position of James Czech on the Loan Assistance Board, 3-year terms to expire June 2, all voting aye.

Council Proceedings I. MSCRP Bates/Stevenson to approve the Council Proceedings of July 17, 2013

regular session, all voting aye. Public Hearing I. Consider and take action to amend the Official Street Map of the City of Neenah,

established in Municipal Code Section 26-30. A. There being no appearances, Mayor Scherck declared the public hearing

closed. Plan Commission report pertaining to the public hearing I. Ald. Hamblin reported the regular meeting of July 30, 2013:

A. Commission recommends Council adopt Ordinance 2013-15 amending the Official Street Map by removing a street reservation 66 feet in width, extending from Oak Ridge Road to County Highway II (f/k/a State Highway 150) and adding a street reservation extending from Larsen Road to County Highway II (f/k/a State Highway 150). (Ordinance to follow)

Council Proceedings August 72013 Page 2 of 4 Consideration of Ordinances pertaining to the public hearing I. Ordinance No. 2013-15 Official Street Map Amendment removing a street

reservation 66 feet in width, extending from Oak Ridge Road to County Highway II (f/k/a State Highway 150) and adding a street reservation extending from Larsen Road to County Highway II (f/k/a State Highway 150) was presented. A. MSCRP Ramos/Hillstrom to adopt Ordinance No. 2013-15, all voting

aye. Consent Agenda I. MSCRP Ramos/Pollnow to approve the Consent Agenda as follows:

A. Approve Beverage Operator License Applications for: Andrea R. Ballejos, Ryan W. Batley, Rebecca M. Bucholtz, Tonya A. Chambers, Ted L. Cohen, Karen R. Edgren, Joel T. Meehl, Jessica L. Oesterreich, Matthew A. Palmer, Patty A. Pilak, Katie C. Tesch, Zachary A. Wasinger and Sarah J. Zeinert.

B. Approve Street Use Permits for the St. Mary's Central High School Homecoming Parade to be held on September 27, 2013, contingent upon receiving the Certificate of Insurance and the Cranked Bike Show, sponsored by the Cranked Bike Studio's Fourth Annual Antique Bike Show and Swap, LLC, 200 Main Street, Steve Pratt, to be held on August 24, 2013, contingent upon receiving the Certificate of Insurance.

C. All voting aye. Public Services and Safety Committee I. Chairman Hillstrom reported the regular meeting of July 30, 2013:

A. Committee recommends Council approve Sober Service Ordinance No. 2013-7 labeled “Committee Revised”. (Ordinance to follow)

B. Committee recommends Council approve the City enter into a professional services agreement with MSA Professional Services, Inc., for real estate services on the Breezewood Lane/Bell Street trail, sidewalk and storm project. MS Hillstrom/Kunz. 1. MS Pollnow/Stevenson to amend the motion by adding, “not to

exceed $16,680”. a) The amendment carried, by an 8-1 RollCall-Pro System

vote, all voting aye, Ald. Kunz voting nay. 2. The original motion, as amended, carried by the RollCall-Pro

System, all voting aye. C. Committee recommends Council adopt Policy 2013-4 relating to

procedures for issuance of operator (bartender) licenses as modified by the committee. MS Hillstrom/Hamblin. 1. MSCRP Bates/Ramos to add the word “deemed” on page two

just prior to the parameters “or deemed an habitual offender the application will be denied”, all voting aye.

Council Proceedings August 72013 Page 3 of 4

2. The original motion, as amended, carried by the RollCall-Pro System, all voting aye.

MSC Ahles/Stevenson to amend the agenda to consider agenda item XIII (A) Ordinance No. 2013-7 requiring servers to be sober while on duty, all voting aye.

Ordinance I. Ordinance No. 2013-7 Creating Code §4-95(g) requiring servers be sober while

on duty was presented. A. MS Ramos/Stevenson to refer Ordinance No. 2013-7 back to the Public

Services & Safety Committee meeting of September 10, 2013, all voting aye, Ald. Kunz and Bates voting nay.

Finance and Personnel Committee I. MSC Ramos/Pollnow to waive the 24-hour rule relative to providing minutes

for Council consideration and action in order to permit a report of the special meeting of August 7, 2013, all voting aye.

II. Chairman Ahles reported the special meeting of August 7, 2013:

A. Committee recommends Council adopt Resolution No. 2013-27 Authorizing Investments with Dana Investment Advisors, Inc. and Third Party Custodian Account with TD Ameritrade. (Resolution to follow)

III. Chairman Ahles reported the regular meeting of July 29, 2013:

A. Committee recommends Council approve that Winnebago County retain $160,614 to cover the 2012 operating deficit, and refund the remaining recycling revenue surplus of $194,445 for 2012 to all municipalities, based upon the tonnage processed in 2012 for each municipality. MS Ahles/Ramos. 1. MSCRC Stevenson/Pollnow to amend the motion to indicate

Neenah’s share is $34,150 to be earmarked toward the Recycling Fund, all voting aye.

2. The original motion, as amended, carried, by the RollCall-Pro System, all voting aye.

B. Committee recommends Council adopt Resolution No. 2013-26 in Support of the Fox-Wisconsin Heritage Parkway with the following language changes: verbiage added to distinguish between the Fox-Wisconsin Heritage Parkway organization and the Fox-Wisconsin Heritage Parkway itself, and to add language that the City would need to reauthorize its membership in the organization should the Fox-Wisconsin Heritage Parkway receive a federal designation. (Resolution to follow)

C. Committee recommends Council approve a $250 contribution to the Fox Valley Area Labor Council to support the 2013 Labor Day Parade, to be paid for by funds budgeted in the City’s Celebrations and Commemorations budget. MSCRP Ahles/Ramos, all voting aye.

Council Proceedings August 72013 Page 4 of 4 Resolutions I. Resolution No. 2013-26 in support of the Fox-Wisconsin Heritage Parkway was

presented. A. MSCRP Stevenson/Ramos to adopt Resolution No. 2013-26, all voting

aye.

II. Resolution No. 2013-27 authorizing investments with Dana Investment Advisors, Inc. and third party custodian account with TD Ameritrade was presented. A. MSCRP Ahles/Stevenson to adopt Resolution No. 2013-27, all voting

aye. Petition I. MSCRP Stevenson/Kunz to refer the petition from residents on Pembrook

Drive and Pembrook Court requesting improving the surface of Pembrook Court and Pembrook Drive to the Public Services & Safety Committee, all voting aye.

Council Directives I. MSCRP Pollnow/Stevenson to remove Ald. Pollnow’s March 20, 2013 Council

Directive to develop a more inclusive non-specific vehicle report as it has been satisfied, all voting aye.

Adjournment I. MSC Ahles/Ramos to adjourn at 8:24 p.m., all voting aye. Patricia A. Sturn, WCPC/MMC

COMMON COUNCIL MINUTES Wednesday, August 7, 2013 - 7:00 p.m.

The Common Council of the City of Neenah, Winnebago County, Wisconsin, met in regular session at 7:00 p.m., August 7, 2013 in the Council Chambers of Neenah City Hall. Mayor Scherck in the chair. Present: Aldermen Lendrum, Ahles, Hamblin, Pollnow, Bates, Hillstrom, Ramos, Kunz and Stevenson, City Attorney Godlewski and City Clerk Sturn. Also Present: Director of Finance Easker, Director of Community Development & Assessment Haese, Director of Public Works Kaiser, Director of Park & Recreation McCoy, State Rep. Dean Kaufert, Judy Zaretke, Edward Allen, Ella Peterman, Thomas Kuhr, Edward Igl, Brian Ritchie, Darrel Schultz, Brian Burr, Denis Danielsen, Michael Eiting, Dan Wittman, Jeff Heim, Holly Weigman, Marty DeCoster, Harvey Sprangers, Ricky Jacquart, John Rae, Paula Pitsch, Ruth Melzer, Eileen Schmidt and Duke Behnke of the Post Crescent. Mayor Scherck called the meeting to order at 7:00 pm. Clerk Sturn called a voice roll call as the Mayor/Aldermen recorded their attendance in the RollCall-Pro System followed by the Pledge of Allegiance. National Anthem/2013 Neenah Idol Winners I. Ellie and Jayna Glynn sang the National Anthem. Mayor Scherck presented Ellie

and Jayna with a Certificate for 1st Place in the July 4th Neenah Idol National Anthem Search.

Parade of Lights Awards I. Mayor Scherck introduced Rich Fercy, representing Boy Scout Troop 14 to present

the 2013 Parade of Lights Awards. He congratulated the winners and presented them with a plaque as follows: A. Kids Kart Club won the Best Non-Profit Float. Several members of the Kids

Kart Club accepted the award. B. Winnebago County Republican Party won the Best Non-Profit Marching. He

congratulated them on their win and indicated he will see that they get their award.

C. Pick N Save/Copps won the Best Corporate Float. Several employees accepted the award.

D. Gem of the Fox Valley (Gem Roller Rink) won the Best Corporate Marching. He congratulated them on their win and indicated he will see that they get their award.

E. Neenah Community Band won the Best Live Music award. Band Member Terri Gonya accepted the award.

Council Minutes August 72013 Page 2 of 10

F. Our Savior’s Lutheran Church won the Best of the Show. Several members of the congregation were present to accept the award. They already received the $200 check that goes along with it.

G. Mr. Fercy thanked everyone for participating and invited others to join in next year.

H. Mayor Scherck indicated the parade is organized with volunteers not the government. He thanked everyone for their time and effort.

Introduction and Confirmation of Mayor’s Appointment(s) I. Mayor Scherck indicated James A. Sudlack his recommended appointee to the

Loan Assistance Board was unable to attend the meeting. He requested Mayor Scherck read the following summary of his past history. A. James A. Sudlack held the following positions on various board for profit and

nonprofit: Director of Mercantile National Bank of Indiana; Director of Northwest Indiana Forum; Chairman of Hammond Human Rights Commission; Member of Hammond Economic Development Committee; Director of the Advisory Board of Indiana University Northwest; Director of Hammond Chamber of Commerce; Member of Northern Indiana Arts Association; Member of American Bankers Association Marketing Committee; President Northern Indiana Consumer Bankers Association; Director of Indiana Bankers Association; Director of American Red Cross (Local Chapter) and Secretary of Highland Kiwanis. He is a current member of the Neenah Club.

B. MSCRP Stevenson/Pollnow to appoint James A. Sudlack to fill the vacant position of James Czech on the Loan Assistance Board, 3-year terms to expire June 2, all voting aye.

Council Proceedings I. MSCRP Bates/Stevenson to approve the Council Proceedings of July 17, 2013

regular session, all voting aye. Public Hearing I. Consider and take action to amend the Official Street Map of the City of Neenah,

established in Municipal Code Section 26-30. A. There being no appearances, Mayor Scherck declared the public hearing

closed. Plan Commission report pertaining to the public hearing I. Ald. Hamblin reported the regular meeting of July 30, 2013:

A. Commission recommends Council adopt Ordinance 2013-15 amending the Official Street Map by removing a street reservation 66 feet in width, extending from Oak Ridge Road to County Highway II (f/k/a State Highway 150) and adding a street reservation extending from Larsen Road to County Highway II (f/k/a State Highway 150). (Ordinance to follow)


Consideration of Ordinances pertaining to the public hearing I. Ordinance No. 2013-15 Official Street Map Amendment removing a street

reservation 66 feet in width, extending from Oak Ridge Road to County Highway II (f/k/a State Highway 150) and adding a street reservation extending from Larsen Road to County Highway II (f/k/a State Highway 150) was presented. A. MSCRP Ramos/Hillstrom to adopt Ordinance No. 2013-15, all voting

aye. Public Forum I. Rick Jacquart, 711 Maple Street, President of Winnebago County Tavern League,

asked for an extension of the proposed sober server ordinance to have further discussion with their membership. He expressed concern that with the ordinance, bartenders are afraid to call the police when a situation arises because they are afraid they will be given a breathalizer. Bartenders feel that if they are going to be treated as city employees, they would like the full benefits city employees get. He would like to see other alcohol servers such as employees checking out liquor/beer at a grocery/liquor store treated the same as bartenders. They have not been included in any discussions.

II. Thomas Kuhr, 2441 Hickory Lane, Appleton, manager at Paper City Pub, thanked

the Council for the opportunity to speak. He concurred with Mr. Jacquart. As a patron of Neenah bars, he expressed a public safety issue if the police/public partnership is lost due to this ordinance. He expressed concern over bartenders not calling the police when an incident occurs. He feels the state laws already in place for servers are sufficient. In closing he asked the Council not to focus so much on the incident at Chief’s but good issue relating to bartenders.

III. Ruth Melzer, 2310 Ladybird Drive, Town of Menasha, reminded the Council that in

2007 she was bike riding over the Oak Street Bridge with her husband and a friend and was hit by a drunk driver at 2:30 pm on a Sunday afternoon. At that time she lived at 512 Laudan Blvd. in Neenah. Her husband was killed in the incident. The women who hit them was a bartender who admittedly drank while on her shift at the Commercial Break. She supported the ordinance indicating she hopes the Council figures out a way that it works for everyone.

IV. Paula Pitsch, 210 Main Street, owner of Gord’s Pub asked that the ordinance be

tabled for a month. There is a lot of confusion with the bartenders asking questions. She hopes bartenders will be made aware of this when they apply for their licenses. She feels bar owners are smart enough and can run their own businesses.

V. Brian Burr, 1130 W. Cecil Street, Secretary of the Tavern League, indicated the

ordinance language is not clear. There have been 5 or 6 revisions of the ordinance presented. He feels it is being fast tracked and rushed through. He would like to make sure that the bartenders’ rights are not being violated. He asked the ordinance be tabled to allow them to obtain additional information from the Tavern


League in Madison. He feels the City of Neenah has some of the best bar owners and bartenders around. Just because one person was irresponsible it doesn’t mean everyone is.

VI. Marty DeCoster,157 Raught Street, Kaukauna, ask that the Council make sure the

ordinance is clear before passing. As a bar owner in Kaukauna his bartenders have been asking questions regarding the proposed City of Neenah Sober Server Ordinance. He came to the last meeting and feels the ordinance is being rushed through. He wants to make sure it is well thought out as other cities may use it as an example to possibly look at.

VII. Michael Eiting, 311 Law Street, Kaukauna, representing Reunion Station, indicated

the ordinance discourages bartenders from calling the police therefore reduces public safety. The ordinance will affect their business. They cannot afford to staff their bar in case they get busy. Currently if he is in the bar drinking and the bartenders get busy he can step behind and help them. If the ordinance passes, he cannot do that. He would be forced to watch that business walk out the door because they cannot get served.

VIII. Eileen Schmidt, 1543 Ames Street, indicated bartending is a job and she could not

drink while at her job. Bartenders should not be allowed to drink on the job. IX. Rick Jacquart, 711 Maple Street, indicated four other cities have established a

sober server law. Two have had issues with the police department and enforcement as he feels they would need a warrant. He agreed that bartending is a job and one of the most regulated jobs in the U.S. The Police Chief and City Attorney have admitted at previous meetings that other business employees are not regulated. The ordinance is geared toward bartenders. He would like to see the ordinance cover all businesses. He compared it to the noise ordinance. If this is not going to be enforceable unless under a search warrant similar to the noise ordinance allowed limit of decibels, it was not well thought out. Quiet frankly the noise ordinance was a good ordinance but it was set at a decibel level lower than a lawn mower. He feels the ordinance should not even be considered.

X. There being no further appearances, Mayor Scherck declared the public forum

closed. Mayor/Council Consideration of Public Forum Issues I. Ald. Lendrum read the ordinance to the audience to clarify which version is being

considered. She is not opposed to sending it back to committee to address her questions with Police Chief Wilkinson. She added she has to represent her constituents with a differing viewpoint as well. The reason a shoe salesman is not part of this ordinance is that the City licenses bartenders and does not license shoe salesmen.

II. Ald. Bates questioned if a warrant would be needed to require a bartender to take a

Breathalyzer test.


A. City Atty. Godlewski responded that is drafted in the ordinance, a warrant would not be required. The Tavern League has a different opinion.

III. Ald. Hillstrom asked the consequences if a bartender refuses to call the police.

A. City Atty. Godlewski indicated it could go back to the licensee of the premise. There has been long time cooperation between the bar owners and the police so he is not sure this would happen.

Consent Agenda I. MSCRP Ramos/Pollnow to approve the Consent Agenda as follows:

A. Approve Beverage Operator License Applications for: Andrea R. Ballejos, Ryan W. Batley, Rebecca M. Bucholtz, Tonya A. Chambers, Ted L. Cohen, Karen R. Edgren, Joel T. Meehl, Jessica L. Oesterreich, Matthew A. Palmer, Patty A. Pilak, Katie C. Tesch, Zachary A. Wasinger and Sarah J. Zeinert.

B. Approve Street Use Permits for the St. Mary's Central High School Homecoming Parade to be held on September 27, 2013, contingent upon receiving the Certificate of Insurance and the Cranked Bike Show, sponsored by the Cranked Bike Studio's Fourth Annual Antique Bike Show and Swap, LLC, 200 Main Street, Steve Pratt, to be held on August 24, 2013, contingent upon receiving the Certificate of Insurance.

C. All voting aye. Public Services and Safety Committee I. Chairman Hillstrom reported the regular meeting of July 30, 2013:

A. Committee recommends Council approve Sober Service Ordinance No. 2013-7 labeled “Committee Revised”. (Ordinance to follow)

B. Committee recommends Council approve the City enter into a professional services agreement with MSA Professional Services, Inc., for real estate services on the Breezewood Lane/Bell Street trail, sidewalk and storm project. MS Hillstrom/Kunz. 1. Ald. Pollnow questioned the process to have the dollar amount

included in the motion. He favors including a fixed number or number not to exceed.

2. Ald. Stevenson advised the amount was $16,680. 3. Dir. Kaiser noted that in order to evaluate the proposals he used and

assumed number of appraisals that might be required during the project. Until the evaluation process for those parcels begins he will not know if he actually needs those appraisals or if more would be needed. He is not comfortable with a fixed dollar amount in the motion. The contract would have specific set cost for services for each type of service provided. He clarified for Mayor Scherck that there was a number given to committee of $16,680 which had an assumption of three appraisals built into it.


4. Ald. Lendrum concurred with Ald. Pollnow and asked Dir. Kaiser to review the services like he did in committee for those viewing this meeting.

5. Dir. Kaiser advised that the service this consultant would provide would be a beginning to end service to acquire property necessary for this project. They will start with a market evaluation of typical industrial type properties in order to develop a unit cost. From there they will develop values for those properties. In doing that we can determine which properties need appraisals done. They will begin with the initial contact all the way through appraisals, approach the owners on costs, complete negotiations and provide status reports and input back to city staff. Once they reach the signed agreement with the property owner it will go to Council for consideration. Upon approval they will usher that through the closing up to the point of the recording documents.

6. City Atty. Godlewski suggesting an amendment to the motion if the Council would like a dollar amount included.

7. Dir. Kaiser indicated his gut feeling is that three appraisals will be needed which is what he included in the $16,680 number discussed at committee. Each additional appraisal would cost $1,300 at which time he would need Council approval to exceed the $16,680.

8. MS Pollnow/Stevenson to amend the motion by adding, “not to exceed $16,680”. a) Ald. Stevenson clarified that the motion was to enter into an

agreement and this amendment just put a limit on the dollar amount.

b) Dir. Kaiser advised Ald. Hillstrom that having to get approval for additional dollars should not cause a delay. He would know well in advance and have time for Council approval. He advised Ald. Kunz that authorization tonight would allow the Mayor to sign the contract with MSA and we can proceed with the work.

c) City Atty. Godlewski advised that progress payments on a service contract do not come back to the Council for approval. It would need Council approval if they exceed the $16,680. Approval for the purchase of the properties would also need Council approval. He advised Ald. Hamblin that the 15% limitation for Public Works contracts does not apply to this contract.

d) Ald. Stevenson added the Council has every right to ask for information. If someone want certain information ask the department head and they will provide it.

e) The amendment carried, by an 8-1 RollCall-Pro System vote, all voting aye, Ald. Kunz voting nay.



C. Committee recommends Council adopt Policy 2013-4 relating to procedures for issuance of operator (bartender) licenses as modified by the committee. MS Hillstrom/Hamblin. 1. Ald. Stevenson clarified that this is not the sober server ordinance.

This is a review of the parameters used to determine when bartender licenses are either recommended or denied.

2. Ald. Pollnow indicated this policy also displays further due diligence by the City to check bartenders against criteria prior to issuance of their license. It is a check and balance in a policy form.

3. MSCRP Bates/Ramos to add the word “deemed” on page two just prior to the parameters “or deemed an habitual offender the application will be denied”, all voting aye.


MSC Ahles/Stevenson to amend the agenda to consider agenda item XIII (A) Ordinance No. 2013-7 requiring servers to be sober while on duty, all voting aye.


on duty was presented. A. MS Ramos/Stevenson to refer Ordinance No. 2013-7 back to the Public

Services & Safety Committee meeting of September 10, 2013. 1. Ald. Ramos indicated this is not a time sensitive issue and sending it

back would give us an opportunity to hear further input. Police Chief Wilkinson would also be available to answer questions. It gives the public, Tavern League and bar owners an opportunity to have some of their questions answered.

2. Ald. Kunz did not favor sending it back to committee. He would prefer tabling it and bringing it back to Council at a later date.

3. Ald. Pollnow supported sending the ordinance back to committee to get answer to questions and get the best possible product to consider

4. Motion carried, by a 7-2 RollCall-Pro System vote, all voting aye, Ald. Kunz and Bates voting nay.

Finance and Personnel Committee I. MSC Ramos/Pollnow to waive the 24-hour rule relative to providing minutes

for Council consideration and action in order to permit a report of the special meeting of August 7, 2013, all voting aye.

II. Chairman Ahles reported the special meeting of August 7, 2013:

A. Committee recommends Council adopt Resolution No. 2013-27 Authorizing Investments with Dana Investment Advisors, Inc. and Third Party Custodian Account with TD Ameritrade. (Resolution to follow)

III. Chairman Ahles reported the regular meeting of July 29, 2013:


A. Committee recommends Council approve that Winnebago County retain $160,614 to cover the 2012 operating deficit, and refund the remaining recycling revenue surplus of $194,445 for 2012 to all municipalities, based upon the tonnage processed in 2012 for each municipality. MS Ahles/Ramos. 1. Ald. Ahles clarified for the public that these dollars are revenues from

recycling. He indicated the City of Neenah receives revenue for residents recycling. As a reminder he advised that the cost for recycling, processing the tonnage at the Winnebago County landfill, is roughly $30/ton less than processing regular trash. He urged citizens to recycle. The more revenue we can generate the more efficient we can be in our refuse collection.

2. Ald. Stevenson clarified that the $194,445 should go into the recycling fund as revenue versus going back into the general fund and should be directed that way.

3. Dir. Easker clarified that the motion is for all municipalities to share the surplus of $194,445. The City of Neenah share of that is about $34,150. The money will go into the recycling however a motion to that affect could be made.

4. MSCRC Stevenson/Pollnow to amend the motion to indicate Neenah’s share is $34,150 to be earmarked toward the Recycling Fund, all voting aye.

5. The original motion, as amended, carried, by the RollCall-Pro System, all voting aye.

B. Committee recommends Council adopt Resolution No. 2013-26 in Support of the Fox-Wisconsin Heritage Parkway with the following language changes: verbiage added to distinguish between the Fox-Wisconsin Heritage Parkway organization and the Fox-Wisconsin Heritage Parkway itself, and to add language that the City would need to reauthorize its membership in the organization should the Fox-Wisconsin Heritage Parkway receive a federal designation. (Resolution to follow)

C. Committee recommends Council approve a $250 contribution to the Fox Valley Area Labor Council to support the 2013 Labor Day Parade, to be paid for by funds budgeted in the City’s Celebrations and Commemorations budget. MSCRP Ahles/Ramos, all voting aye.

Board of Public Works I. MSC Ramos/Hillstrom to waive the 24-hour rule relative to providing minutes

for Council consideration and action in order to permit a report of the meeting of August 7, 2013, all voting aye.

II. Vice Chairman Hamblin reported the meeting of August 7, 2013:

A. Informational Items: 1. The Board approved Pay Estimate No. 1 for Contract 5-13 HMA

Pavement and Miscellaneous Concrete Construction on Babcock Street to Northeast Asphalt, Inc., of Greenville, in the amount of $20,914.43.


2. The Board approved Pay Estimate No. 6 for Contract 1-13 Sewer and Water Main Construction and Street Resurfacing on S. Commercial Street, Orange Street and Church Street to Van Straten Construction Co., Inc. of Green Bay in the amount of $247,804.56.

Landmarks Commission I. Ald. Lendrum reported from the Landmarks Commission:

A. The Commission hosted a speaker from the State Historic Properties who gave them training on becoming a resource for residents with questions on rehabbing their properties. Refer to their website with questions on rehabbing properties. Website: www.wisconsinhistory.org

Bergstrom Mahler Museum I. Ald. Lendrum reported from the Bergstrom Mahler Museum

A. The National Button Collector Society is having a convention next week in Appleton. I coincidence the Bergstrom Mahler Museum has received a bequeathment of 300 antique buttons and will be collaborating with the Button Collector Society to hold a reception at the Museum on August 13th to show the display from 4-7 pm. There will be a speaker at 5 pm and a demonstration at 6 pm.


on duty was previously referred back to committee.

Resolutions I. Resolution No. 2013-26 in support of the Fox-Wisconsin Heritage Parkway was

presented. A. MS Stevenson/Ramos to adopt Resolution No. 2013-26.

1. City Atty. Godlewski clarified for Ald. Kunz that the resolution authorizes the membership in the Fox-Wisconsin Heritage Parkway, Inc.

2. Ald. Ramos further clarified that different things could be called the Fox Wisconsin Heritage Parkway. Fox Wisconsin Heritage Parkway itself and the Organization that advocated and supports the Parkway that calls itself the exact same name, the Fox Wisconsin Heritage Parkway, Inc. Tied into this was a proposal to make this a nationally designated heritage parkway. That would make this a specific federal designation. There were some reservations and it was tabled last fall when brought before the committee. He made it clear that this resolution supports the Fox Wisconsin Heritage Parkway, Inc. as an organization but not the federal designation. He clarified for Ald.


Lendrum that the concern the committee had with the federal designation was that it would infringe upon private property rights.

3. Ald. Ahles added that we are joining and supporting the 501(c)(3) organization. That is all we are doing at this time.

4. Mayor Scherck clarified that he met with a citizen who gave him a series of materials related to Agenda 21, which he has connected to these. He asked me to share them with the Council.

5. Motion carried, by the RollCall-Pro System, all voting aye.

II. Resolution No. 2013-27 authorizing investments with Dana Investment Advisors, Inc. and third party custodian account with TD Ameritrade was presented. A. MSCRP Ahles/Stevenson to adopt Resolution No. 2013-27, all voting

aye. Petition I. Clerk Sturn presented the petition filed in the Clerk’s Office on July 31, 2013 from

residents on Pembrook Drive and Pembrook Court requesting improving the surface of Pembrook Court and Pembrook Drive, which were micro surfaced in July. MSCRP Stevenson/Kunz to refer the petition from residents on Pembrook Drive and Pembrook Court requesting improving the surface of Pembrook Court and Pembrook Drive to the Public Services & Safety Committee, all voting aye.

Council Directives I. MSCRP Pollnow/Stevenson to remove Ald. Pollnow’s March 20, 2013 Council

Directive to develop a more inclusive non-specific vehicle report as it has been satisfied, all voting aye.

New Business I. Mayor Scherck’s advised that his appointment to fill the unexpired term of Patty

Maehl on the Committee on Aging, term expires September 2015 will be considered at the August 21, 2013 Council Meeting.

Adjournment I. MSC Ahles/Ramos to adjourn at 8:24 p.m., all voting aye. Patricia A. Sturn, WCPC/MMC

Committee of the Whole Minutes Monday, July 29, 2013 - 5:30 p.m.

Council Chambers Purpose: Salary Plan Policy Discussion with Carlson Dettman. Present: Aldermen Ahles, Hamblin, Kunz, Pollnow, Bates, Hillstrom, Ramos, Stevenson and Mayor Scherck. Absent: Alderman Lendrum. Also Present: City Attorney Godlewski, Director of Finance Easker, Director of Community Development & Assessment Haese, Director of Human Resources & Safety Barber, Police Chief Wilkinson, Fire Chief Auxier, Director of I/S Wenninger, Director of Parks & Recreation McCoy, Library Director Raab, Director of Public Works Kaiser, Associate Planner Kasimor, Police Captain Fuerst, Charlie Carlson from Carlson Dettman, Deputy Clerk Hatala, Assistant Supervisor Harding, Maintenance Technician Pitzart, Richard Evensen, Maintenance Technician Flom and Police Support Services Supervisor Brenda Schroeder. Council President Stevenson called the meeting to order at 5:30 p.m. Salary Plan Policy Discussion Director of Human Resources & Safety Barber introduced the City’s consultant for the salary plan review, Charlie Carlson of Carlson Dettman Consulting, LLC. Mr. Carlson updated the Council on the progress of the salary study. He explained that all the data had been compiled as well as all employees completing the job description questionnaires. He indicated a preference to see a uniform plan for all employees covered by the study and at the very least consistent with all staff with the exception of the police and fire unions. Mr. Carlson explained some of the impact Act 10 had on historical practices in terms of pay determination. Mr. Carlson commented on internal consistency with job evaluations. Five factors will be used for these evaluations when reviewing job questionnaires: education and required experience to do the job, what decisions are made and impact on the organization, thinking challenges and what problems are solved, nature of communication requirements and working conditions. Once a pay plan is adopted by the city an appeal process is suggested. An example was given assigning points given to these five factors.

Council President Stevenson asked if this evaluation was done on current employees in each of the recognized and defined positions we have in our current organization. Mr. Carlson stated this study isn’t evaluating their individual performance but rather the duties to which they are assigned. It doesn’t evaluate how well they are doing it, but it does evaluate whether the position is accountable for that level of assignment. Mr. Carlson indicated that once all jobs are graded many different classifications come as a result each with a point score. A unique pay range for each classification is unworkable due to constant changes in job responsibility. Instead jobs are allocated into bands of grades within a specific point range. Mr. Carlson discussed the market measurement method and the five sources they use for this project: custom public sector survey, custom private sector survey, bureau of labor statistics, Towers Watson management survey and fox valley chambers survey. Data from these surveys will be matched to a set of benchmark jobs that are representative of the hierarchy of jobs in the organization. Many municipalities around the state are bringing private sector data to the table to analyze post Act 10. Mr. Carlson commented that public sector employees generally stay for the length of their career until retirement. According to city records 16% of the employment base are retirement eligible. Half the work force will be turned over in the next 10-15 years. When experienced employees leave jobs tend to get redesigned. 45% of the part-time employees are retirement eligible. Keeping the pay plan current and up-to-date will be a challenge due to limited finances. Mr. Carlson commented on the history of pay structures within the City of Neenah. A merit-based plan for management, professional, supervisory and clerical employees. Former union positions used a shorter range with steps that were longevity driven. He asked how much emphasis should be put on performance management. Director of Human Resources & Safety Barber gave a brief description of the history of pay plans within the last 13-14 years. Ald. Bates asked if auditing is important in terms of implementation or whether employees fall into the correct category. Mr. Carlson stated both are important if this process is to be done well. A routine examination is necessary to determine how well it’s working up to and including employee feedback. Ald. Kunz stated the largest cost is Human Resources. He stated evaluations have happened in the past, but not to a level that was as helpful as could be. He

asked if Mr. Carlson could separate the need to do this from a merit standpoint versus the need to manage the most important resource. Mr. Carlson stated there were fundamentally three different pay plans in most businesses in both the public and private sector: tenure-based model, tournament-based model and a model right in between both. The tenure-based system is based on pay increases over a period of time, most likely by steps and longevity driven. The tenure-based model has been the most common model for public employment in the state of Wisconsin for the last forty years. The tournament-model is a pay for performance type of model where there is a set amount of money and the winners get the most. He explained the model that falls in between both would be the model that emerges in the future in many municipalities. Mr. Carlson stated public employers in the state of Wisconsin are moving towards performance management or employee development as a model. The tournament model is relatively rare in Wisconsin. Mr. Carlson laid out 3 options. The first being the step plan. Steps consist of 2.5% of range control point. The control point is intended to be a reasonable measure of the market. Progression is based typically on 10-11 steps of at least meeting expectations. Fond du lac recently chose this type of plan in 2012. Council President Stevenson asked if Fond du lac chose this type of plan due to Act 10. Mr. Carlson stated Fond du lac had a desire to get everyone in a uniform plan with the same rules applying to everyone so it was easier to manage. In many instances the minimum rates were lower than they had been under the former union agreements with some maximum rates being higher. Mr. Carlson next discussed the second option, the open range plan. There’s a minimum, a control point and a maximum. There is a bigger pay range spread with lower minimums and higher maximums. There are no fixed steps and more room for flexibility. This plan is similar to what Neenah had in the past where raises are based on where you are relative to the control point or midpoint in the range. The schedule should be adjusted periodically based on the market and the City may or may not give an across the board increase. This plan is something Appleton is adopting. Mr. Carlson discusses the third option, the combination plan. There’s a spread of 137% with a little higher minimum of 87.5% of control point with a maximum set at 120% of the control point. In this case there are steps early in the career to the control point and there is an open range beyond that. Ald. Kunz asked what the rationale is for choosing the combination plan.

Mr. Carlson stated the reasoning behind this is making the first part of the career more predictable. There is some ability to jump steps early on if the employee is a star. Evaluations can be more frequent if there is a star employee so you can move faster through the steps. Ald. Bates stated she thought the City had an accelerator to get to midpoint. City Atty. Godlewski indicated the City used to have that accelerator with the plan that consisted of the July 1st increase that first began in 1999. One of the complaints of the plan was employees were hired at or below the minimum and never achieved midpoint. Ald. Kunz asked what other vehicle there is to deal with the open range and how those people would move through the plan. Mr. Carlson stated what happens in the second option is steps are generally defined by size. An example would be a step size being 2% of the control point. Eligibility rules are based upon how well you perform. An example of meeting expectations would be worth 2% while exceeding expectations would be worth 3% and so on. Mr. Carlson indicated that this process should not and will not be completed in just one meeting. The objective is to have a new plan in place by January 1, 2014. Ald. Kunz questioned if moving faster to midpoint and slower thereafter is applicable to all plans. Mr. Carlson stated with plan 2 or 3 that is applicable. If there is movement above the control point performance should be at a higher level. Director of Finance Easker indicated that when the pay plan was first introduced in 1999-2000 many employees who had positive performance scores got up to a 6.5% pay increase if they fell between the minimum and midpoint. Those above midpoint received up to a 4.5% increase per year. There was a 2.5% gap between those below midpoint and those above midpoint for the same person with the same performance. Whatever plan the city chooses needs to be intertwined with the ability to pay for it and be sustainable. Council President Stevenson indicated that non-represented employees have incurred the brunt of cost-saving initiatives in recent years and wants this study to recognize that and bring as much equity as possible into that situation. Recognition of performance is critical and rewarding those employees that perform. 4-4.5% salary increases today aren’t possible financially with levy limits

and any recommendation that is given for salary adjustments has to be consistent with City’s ability to pay. Ald. Ahles asked how long it would typically take to roll out a pay plan. Mr. Carlson indicated that a test of the pay plan is highly recommended before the plan goes live. The use of bonuses instead of base increases is also recommended in case mistakes are made early on in the testing phase of the pay plan. A 2-3 year roll out is typical with most pay plans. Ald. Ahles asked how seasoned employees would fit into the 3rd plan. Mr. Carlson stated if seasoned employees were above the maximum their pay would be frozen until the range catches up, take a higher paying job, or retire/leave and are replaced. If they were between the midpoint and the maximum they would be under the rules for performance-based pay. If expectations are not met or exceeded pay would be frozen. Mr. Carlson stated he would like the Council to narrow down the pay plan to 2 options. Examples can be provided for both types of plans and where the City is at relative to market and what cost considerations are. Ald. Pollnow asked which pay plan represented the most flexibility pertaining to skill sets and how they may change in the future. Mr. Carlson indicated in the absence of a performance-based pay plan employees play the classification game. If a raise isn’t forthcoming from an across the board increase or from a performance measurement then the argument is of increased job responsibilities and wanting a job re-classification. Council President Stevenson stated he would be in contact with Mayor Scherck and Director of Human Resources & Safety Barber regarding the next appropriate step being Finance Committee or Committee of the Whole. Adjournment I. MSC Stevenson/Pollnow to adjourn at 7:00 p.m., all voting aye. Sam F. Hatala Deputy Clerk

Committee of the Whole Minutes Wednesday, August 7, 2013

(Immediately following the 7:00 p.m. Council meeting) Council Chambers

Purpose: Tax Incremental District status report and consider pursuing Distressed Tax Incremental District designation for Tax Incremental District #5, #6, and #8. Present: Aldermen Lendrum, Ahles, Hamblin, Pollnow, Bates, Hillstrom, Ramos, Kunz, Stevenson and Mayor Scherck. Also Present: City Attorney Godlewski, City Clerk Sturn, Director of Finance Easker and Director of Community Development & Assessment Haese. Council President Stevenson called the meeting to order at 8:30 p.m. Tax Incremental District Status Report and Consideration of Distressed TIF designation for TIF District #5, #6, and #8 Dir. Haese reviewed his estimated timeline for declaring a Tax Incremental District distressed. Given the number of public hearings, public notices and independent actions required by Council, Plan Commission and the Joint Review Board it is anticipated that the process will take a minimum of six to eight weeks to complete. He reviewed his June 5, 2013 memo regarding the TID status report and distressed districts request. Dir. Easker has revised the tables relative to TIDs 7 and 8 and those were included in the packet under separate cover. Staff has completed an evaluation of the fiscal condition of the City’s four Tax Incremental Districts. This was prompted in part by the Wisconsin Department of Revenue’s (DOR) change to TID valuations implemented in 2010 as well as the need to adjust outdated growth projections to reflect the conditions of our new economy. He briefly reviewed the DOR and economic changes and the affect they have on the four TIDs. Dir. Haese recommended declaring TIDs #5, #6 and #8 distressed. No action is recommended for TID #7 at this time. Staff will continue to monitor this district and present a request for closure at the appropriate time. As requested by the Committee of the Whole at a previous meeting, Dir. Easker reviewed his analysis of the effect of not declaring TIF District #5, #6 & #8 as distressed would have on a $150,000 home in the City of Neenah. Based on the assumptions provided, the analysis indicates that the owner of $150,000 home would pay an additional $743.55 in property taxes over the maximum ten-year distressed TIF period. The Committee asked that projections be provided more often than just at the Budget Workshops to better keep them informed on the status of the TIF District. Dir. Easker provided an analysis of the impacts of closing the districts on their current schedule. He also provided detailed performas for TIDs 5 and 6 to ensure that the Committee has the financial details for each of the four districts. He briefly reviewed his distressed TIF analysis for TIF #7 and #8 from a pessimistic, normative and optimistic view. Discussion took place on the impact of the decision made by the council in 2012

Committee of the Whole Minutes August 7, 2013 Page 2 to begin to pre-fund potential cash deficits in TIF #6 and TIF #8 by annually earmarking $900,000 of tax levy previously earmarked for non-TIF debt payments. Committee directed Dir. Easker to include this information in the Distressed TIF Analysis Reports. MSC Ahles/Ramos to direct staff to begin the process to declare TIF Districts #5, #6 and #8 distressed, all voting aye. Adjournment I. MSC Ramos/Pollnow to adjourn at 10:15 p.m., all voting aye. Patricia A. Sturn, WCPC/MMC

Committee of the Whole Minutes Tuesday, August 13, 2013 - 6:00 p.m.

Council Chambers Purpose: Continued Salary Plan Discussion. Present: Aldermen Lendrum, Ahles, Hamblin, Pollnow, Bates, Hillstrom, Ramos, Kunz, Stevenson and Mayor Scherck. Also Present: City Attorney Godlewski, City Clerk Sturn, Director of Finance Easker, Director of Community Development & Assessment Haese, Director of Human Resources & Safety Barber, Police Chief Wilkinson, Fire Chief Auxier, Assistant Chief of Prevention/Inspection Green, Director of I/S Wenninger, Director of Parks & Recreation McCoy, Library Director Raab, Director of Public Works Kaiser, Associate Planner Kasimor, Chief Building Inspector Walter, Civil Engineer Merton, Property Appraiser Engelbreth, Police Support Services Supervisor Schroeder, Sanitation Crewmen Pitzrich, Schmoker and Hanneman, Streets Crewmen Relien, Schraufnagel and Mitchell. Council President Stevenson called the meeting to order at 6:00 p.m. Salary Plan Discussion Council President Stevenson asked for any response to the July 29th presentation by Charlie Carlson on the Salary Plan. There being no questions/comments, he moved on to discussion of Performance Evaluation Systems versus Merit Pay. Director of Human Resources & Safety Barber indicated that the Committee would need to decide where merit plays into this. She advised that merit pay would take time and resources. Mayor Scherck entered the meeting at 6:12 pm. Ald. Stevenson advised that they are not at the point to make a decision on what plan to take. The Committee should attempt to narrow down options for Carlson Dettman so they know where to focus. The Committee discussed a merit-based system and how to fund it. Dir. Easker indicated that some benchmarks need to be decided before we can look at the financial impact of this. Once a plan is in place he could provide different scenarios. He has not sat down yet with Charlie to discuss funding the plan. They discussed the evaluation process and the difference from department to department stressing the importance of a good quality evaluation. Following a short discussion on Performance Evaluation Systems versus Merit Pay it was the consensus to use a merit based performance plan. The Committee discussed the three options presented by Charlie Carlson. Option A – Step Plan, Option B – Open Range Plan and Option C – Combination Plan. Once a plan is decided Carlson Dettman can provide specific information using City data for the option(s) chosen. Option B with the merit pay matrix is similar to what the City has now. Following a short discussion, it was the consensus of the Committee to eliminate Option A and have Carlson Dettman focus on Options B & C.

Ald. Bates entered the meeting at 6:42 pm. MSC Ramos/Pollnow to direct staff to have Carlson Dettman design the salary plan on Option B – Open Range Plan and Option C – Combination Plan, all voting aye. The Committee discussed where the City wants to position itself in the labor market. Dir. Barber cautioned positioning the salary plan high would limit how high employees could progress. Starting people at midpoint means they can’t progress as far in the salary plan before hitting max. Essentially they're just moving the salary plan to market by doing that. She explained the meaning of average for Ald. Hillstrom. She believes our City employees are above average in terms of the general labor market, within every organization, there would be a natural order to say that most employees fall within a "normal" range. This would mean that here in the City of Neenah, an "average" employee does high quality work. If you think of the standard bell curve, most people would fall in the normal range, and there would be a few who greatly exceed expectations, and a few who are not as strong as the majority. Following a short discussion it was the consensus of the Committee to base the plan on an average labor market. Associate Planner Kasimor entered the meeting at 7:54 pm. MSC Ramos/Bates to direct staff to have Carlson Dettman base the salary plan on the average labor market or at market value, all voting aye. Dir. Barber indicated once this information is provided to Carlson Dettman, they should be able to prepare and have something for the Committee to review within 30 days. Ald. Ahles asked that we be prepared for the next step. Ald. Kunz asked for a list of who evaluates whom within the city structure. He also asked that the information be provided prior to the meeting so the Committee has time to review it. Ald. Pollnow asked that the next Committee of the Whole include a public input session for both employees and residents. City Atty. Godlewski directed the Committee to forward questions to Dir. Barber so she can send them to Carlson Dettman so they can prepare for the next meeting. Adjournment I. MSC Ramos/Pollnow to adjourn at 7:14 p.m., all voting aye. Patricia A. Sturn, WCPC, MMC

RESOLUTION NO. 2013-28

RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $3,595,000 WATER UTILITY REVENUE REFUNDING BONDS, SERIES 2013,

OF THE CITY OF NEENAH, WINNEBAGO COUNTY, WISCONSIN, AND PROVIDING FOR THE PAYMENT OF THE BONDS AND

OTHER DETAILS WITH RESPECT TO THE BONDS

WHEREAS, the City of Neenah, Winnebago County, Wisconsin ("City") now owns and operates and has for many years owned and operated its Water System, a public utility (the Water System and all properties of every nature in connection with such System now or hereafter owned by the City, including all improvements and extensions thereto, all real and personal property of every nature comprising part of and used or useful in connection therewith, and all appurtenances, contracts, leases, franchises and other intangibles, are hereinafter referred to collectively as the "System"); and

WHEREAS, under the provisions of Chapter 66, Wis. Stats., any municipality in the State of Wisconsin may, by action of its governing body, provide funds for extending, adding to and improving a public utility or to refund obligations issued to finance extensions, additions and improvements from the proceeds of bonds, which bonds are to be payable only from the income and revenues derived from the operation of such utility and are to be secured by a pledge of the revenues of the utility; and

WHEREAS, the City has outstanding the Water Utility Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), the Water Utility Revenue Refunding Bonds, Series 2004 (the "Series 2004 Bonds"), the Water Utility Revenue Bonds, Series 2007 (the "Series 2007 Bonds") and the Water Utility Revenue Refunding Bonds, Series 2012 (the "Series 2012 Bonds") (collectively, the "Prior Bonds"), which bonds are payable from the income and revenues of the System and were issued as Parity Bonds pursuant to the provisions of Resolution No. 6772, adopted by the Common Council on April 19, 1995 (the "1995 Resolution"); and

WHEREAS, the City also has outstanding the Water Utility Revenue Bonds, Series 2005, and the Water Utility Revenue Bonds, Series 2006 (collectively, the "Safe Drinking Water Fund Bonds"), which bonds are payable from the income and revenues of the System and were issued on a basis junior and subordinate to the Outstanding Prior Bonds; and

WHEREAS, the City has determined that it is necessary and desirable to refund the outstanding Series 2003 Bonds (the "Refunded Obligations") for the purpose of achieving debt service cost savings; and

WHEREAS, it is desired to authorize and sell revenue bonds for such purpose payable solely from the revenues to be derived from the operation of the System, which bonds are to be authorized and issued pursuant to the provisions of Section 66.0621, Wis. Stats.; and

WHEREAS, other than the Prior Bonds and the Safe Drinking Water Fund Bonds, the City has no bonds or obligations outstanding which are payable from the income and revenues of the System; and

WHEREAS, (a) the resolutions authorizing the Prior Bonds permit the issuance of bonds payable from revenues of the System on a parity with the Prior Bonds upon certain conditions and (b) the resolutions authorizing the Safe Drinking Water Fund Bonds permit the issuance of bonds on a basis senior to the Safe Drinking Water Fund Bonds upon certain conditions, and those conditions have been met.

NOW, THEREFORE, the Common Council of the City of Neenah, Winnebago County, Wisconsin, does resolve that:

Section 1. Authorization of Bonds. For the purpose above stated, the City shall borrow on the credit of the income and revenue of the System the sum of $3,595,000. Negotiable, fully-registered bonds of the City, in the denomination of $5,000, or any whole multiple thereof, shall be issued in evidence thereof. Such bonds shall be designated "Water Utility Revenue Refunding Bonds, Series 2013" (the "Series 2013 Bonds"), shall be numbered from R-1 upward and shall be dated September 10, 2013. The Series 2013 Bonds shall bear interest at the rates per annum set forth in the Bond Purchase Agreement attached hereto as Exhibit A and incorporated herein by this reference (the "Proposal") and shall mature on December 1 of each year, in the years and principal amounts set forth in the Pricing Summary attached hereto as Exhibit B-1 and incorporated herein by this reference.

Interest on the Series 2013 Bonds shall be payable on June 1 and December 1 of each year, commencing June 1, 2014. 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.

The schedule of principal and interest payments due on the Series 2013 Bonds is set forth on the Debt Service Schedule attached hereto as Exhibit B-2 and incorporated herein by this reference (the "Schedule").

The Series 2013 Bonds shall not be subject to optional redemption. If the Proposal specifies that any of the Series 2013 Bonds are subject to mandatory redemption, the terms of such mandatory redemption are set forth on an attachment hereto as Exhibit MRP and incorporated by this reference.

The schedule of maturities and mandatory redemption payments, if any, is found to be such that the amount of annual debt service payments is reasonable in accordance with prudent municipal utility practices.

The Common Council hereby determines that the refunding of the Refunded Obligations is advantageous and necessary to the City.

The Series 2013 Bonds, together with interest thereon, shall be payable only out of the Special Redemption Fund hereinafter provided, and shall be a valid claim of the owner thereof only against the Special Redemption Fund and the revenues pledged to such Fund, and sufficient revenues are pledged to the Special Redemption Fund, and shall be used for no other purpose than to pay the principal of and interest on the Outstanding Prior Bonds, the Series 2013 Bonds and Parity Bonds as the same fall due.

Section 2. Form of Bonds. The Series 2013 Bonds shall be in substantially the form attached hereto as Exhibit C and incorporated herein by this reference.

Section 3. Definitions. In addition to the words defined elsewhere in this Resolution, the following words shall have the following meanings unless the context or use indicates another or different meaning or intent:

"Bond" or "Bonds" means the Series 2004 Bonds, the Series 2007 Bonds, the Series 2012 Bonds and any bond or bonds authorized and delivered pursuant to this resolution, including the Series 2013 Bonds, and any Parity Bonds.

"Bondowner" or "holder" or "owner" or words of similar import means, when used with reference to a Bond, the registered owner of such Bond.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Neenah Water Commission and any body, board or commission that may hereafter succeed to its powers, duties and functions.

"Current Expenses" means the reasonable and necessary cost of operating, maintaining and repairing the System, including the cost of water at wholesale, salaries, wages, cost of materials and supplies, insurance and audits, but shall exclude depreciation, replacements, in lieu of tax payments, and payments into the Special Redemption Fund.

"Debt Service" means as of any particular date of computation and with respect to a particular Fiscal Year, the sum of (a) all interest payable on June 1 and December 1 of such Fiscal Year on all Bonds Outstanding, and where the Safe Drinking Water Fund Bonds are referenced, all interest payable on May 1 and November 1 of such Fiscal Year on all Safe Drinking Water Fund Bonds

Outstanding, exclusive of interest payable from amounts set aside from Bond proceeds and deposited in the Special Redemption Fund, (b) the principal amount of all Bonds Outstanding that mature on December 1 of such Fiscal Year, and, where the Safe Drinking Water Fund Bonds are referenced, the principal amount of all Safe Drinking Water Fund Bonds Outstanding that mature on May 1 of such Fiscal Year and (c) the amount of all mandatory redemption payments, if any, in such Fiscal Year; all calculated on the assumption that Bonds and Safe Drinking Water Fund Bonds will cease to be Outstanding only by reason of the payment thereof when due and the payment when due and application in accordance with this resolution of mandatory redemption payments.

"Fiscal Year" means the twelve-month period beginning on January 1 of each calendar year and ending on December 31 of such calendar year.

"Interest Account" means the Account by that name established within the Special Redemption Fund pursuant to Section 4 hereof.

"Interest Payment Date" means any June 1 or December 1 on which interest on any Bond is payable.

"Maximum Annual Debt Service" means, as of any date of computation, (a) when used with respect to the Bonds of any particular series, an amount equal to the greatest amount of Debt Service on the Bonds of such series for the then current or any future Fiscal Year, and (b) when used with respect to the Bonds of all series, an amount equal to the greatest amount of aggregate Debt Service on all Outstanding Bonds for the then current or any future Fiscal Year.

"Net Revenues" means Revenues, excluding any profits or losses on the sale or other disposition, not in the ordinary course of business, of investments or fixed or capital assets, less Current Expenses.

"1995 Resolution" means Resolution 6772 adopted by the Common Council of the City on April 19, 1995.

"Outstanding," when used with reference to Safe Drinking Water Fund Bonds, means all Safe Drinking Water Fund Bonds which have not been paid in accordance with their terms and, when used with reference to Bonds, means, as of any date, all Bonds theretofore or thereupon being authorized and delivered except:

(a) any Bonds cancelled by the City or by a registrar for the Bonds at or prior to such date;

(b) any Bond (or portion thereof) for the payment or redemption of which there shall be set aside and held in trust pursuant to Section 13 hereof either:

(i) moneys in an amount sufficient to pay when due the principal or applicable redemption price thereof, together with all accrued interest;

(ii) securities, as described in Section 13 hereof, or obligations secured by such securities, in such principal amounts, of such maturities, bearing such interest and otherwise having such terms and qualifications, as are necessary to provide moneys (whether as principal or interest) in an amount sufficient to pay when due the principal or applicable redemption price thereof, together with all accrued interest, or

(iii) any combination of (a) and (b) above,

and, if such Bond or portion thereof is to be redeemed, for which notice of redemption has been given as provided by the terms of the Bond or provision has been made for the giving of such notice;

(c) any Bond in lieu of or in substitution for which another Bond has or other Bonds have been delivered; and

(d) any Bond deemed to have been paid as provided in Section 13 hereof.

"Parity Bonds" means Bonds issued on a parity with the Series 2004 Bonds, the Series 2007 Bonds, the Series 2012 Bonds and the Series 2013 Bonds in accordance with the provisions of Section 9 hereof.

"Principal Account" means the Account by that name established within the Special Redemption Fund pursuant to Section 4 hereof.

"Principal Payment Date" means any December 1 on which principal on any Bond is payable.

"Qualified Investments" means any investments permitted by Section 66.0603(1m), Wisconsin Statutes.

"Rating Agency" means Moody's Investors Service.

"Reserve Account" means the Account by that name established within the Special Redemption Fund pursuant to Section 4 hereof.

"Reserve Account Asset" means any letter of credit, insurance policy, surety bond or similar instrument issued by a provider with a rating in one of the two highest rating categories of the Rating Agency and held in the Reserve Account in lieu of the deposit herein of moneys.

"Reserve Requirement" means, as of any particular date of computation, a sum equal to the lesser of (i) ten percent of the aggregate principal amount of

proceeds of the Bonds secured by the Reserve Account or (ii) the Maximum Annual Debt Service on the Bonds secured by the Reserve Account which are then Outstanding.

"Revenues" means all revenues, rentals and income of the System from whatever source, including all revenues derived from the operation of the System; proceeds from the sale of property; proceeds of insurance and condemnation awards and compensation for damages, to the extent not applied to the payment of the cost of repairs, replacements and improvements; and all amounts realized from the investment of money in the Accounts and Funds described in this resolution; but excluding all meter deposits and connection charges.

"Safe Drinking Water Fund Bonds" means the Outstanding Water Utility Revenue Bonds, Series 2005 and the Outstanding Water Utility Revenue Bonds, Series 2006.

"Series 2004 Bonds" means the Outstanding Water Utility Revenue Refunding Bonds, Series 2004, of the City, authorized by the 2004 Resolution.

"Series 2007 Bonds" means the Outstanding Water Utility Revenue Bonds, Series 2007, of the City, authorized by the 2007 Resolution.

"Series 2012 Bonds" means the Outstanding Water Utility Revenue Refunding Bonds, Series 2012, of the City, authorized by the 2012 Resolution.

"Special Redemption Fund" means the Fund by that name established pursuant to Section 4 hereof.

"State" means the State of Wisconsin.

"2004 Resolution" means Resolution 7111 adopted by the Common Council of the City on October 20, 2004 authorizing the issuance of the Series 2004 Bonds.

"2007 Resolution" means Resolution 7241 adopted by the Common Council of the City on May 2, 2007 authorizing the issuance of the Series 2007 Bonds.

"2012 Resolution" means Resolution 2012-32 adopted by the Common Council of the City on September 5, 2012 authorizing the issuance of the Series 2012 Bonds.

Section 4. Income and Revenue Funds. From and after the delivery of any Bonds hereunder, and as long as any of the Bonds shall be Outstanding, the entire Revenues of the System shall be applied as provided in this section.

All Revenues shall be deposited in a fund established pursuant to Section 9 of the 1995 Resolution known as the Water Utility Revenue Fund (the "Revenue Fund"), and shall be disbursed only as follows:

(a) Payment of Current Expenses. First for the payment of Current Expenses as the same become due and payable, and for the accumulation of an operating reserve in the Revenue Fund in an amount equal to one-twelfth (1/12) of the Current Expenses budgeted for the current Fiscal Year pursuant to Section 6 hereof, which reserve may be used during the month for the payment of Current Expenses.

(b) Deposits into Special Redemption Fund. Next to make deposits into a separate and special fund to pay principal of and interest on the Bonds and Parity Bonds as the same become due and to maintain a reserve for such payment as hereinafter set forth. Said Fund was established by Section 9 of the 1995 Resolution as the Water Utility Special Redemption Fund (the "Special Redemption Fund"), which is divided into three separate Accounts, known respectively as the Interest Account, the Principal Account, and the Reserve Account.

(1) Interest Account. In each month, there shall be deposited into the Interest Account an amount equal to one-sixth (1/6) of the interest coming due on all of the Outstanding Bonds on the next succeeding Interest Payment Date, or such larger amount as may be necessary to pay such interest; but no deposit need be made into the Interest Account in any month whenever the amount therein shall equal or exceed the interest coming due on all of the Outstanding Bonds on the next succeeding Interest Payment Date. Money in the Interest Account shall be used solely to pay interest on the Bonds as the same comes due.

(2) Principal Account. In each month, there shall be deposited into the Principal Account an amount equal to one-twelfth (1/12) of the principal of the Outstanding Bonds coming due on the next Principal Payment Date or subject to mandatory redemption thereon, or such larger amount as may be necessary to pay such principal; but no deposit need be made into the Principal Account in any month whenever the amount therein shall equal or exceed the principal amount of Outstanding Bonds maturing or required to be redeemed on the Principal Payment Date next succeeding. Money in the Principal Account shall be used solely to pay principal of the Bonds either at maturity or upon call for redemption.

(3) Reserve Account. To the degree required to correct any deficiency in the Reserve Account, an amount equal to the difference between the Reserve Requirement and any current amount maintained in the Reserve Account shall be deposited in

the Reserve Account on the first day of each month from available Net Revenues after the required payments have been made to the Interest Account and the Principal Account until the required balance has been attained. If such deficiency results from a draw on the Reserve Account, the amount of the deficiency shall be replenished during the 12-month period next succeeding the date of the draw by 12 equal monthly deposits until the Reserve Requirement has again been attained. Upon the issuance of Parity Bonds an additional amount may be immediately deposited into the Reserve Account (and credited to such subaccount therein as shall be specified in the supplemental resolution authorizing such Parity Bonds) sufficient to meet the Reserve Requirement (determined after giving effect to the issuance of such Parity Bonds), or an amount equal to the difference between such Reserve Requirement and the amount then on deposit in the Reserve Account shall be accumulated in the Reserve Account (and credited to such subaccount therein as shall be specified in the supplemental resolution authorizing such Parity Bonds) during the five-year period next succeeding the date of issuance of such Parity Bonds by sixty (60) equal monthly deposits, until the required balance has been attained. When the amount in the Reserve Account shall be equal to or exceed the Reserve Requirement as to all Outstanding Bonds secured by the Reserve Account, no further deposit need be made into the Reserve Account except to maintain said Account at such level. Whenever it shall become necessary to use money in the Reserve Account, the payments required above shall immediately be continued or resumed and replaced therein from the first available money until amounts therein shall have been restored to the required minimum. Reserve Account Assets or moneys (or a combination of both) may be used to satisfy the Reserve Requirement, provided that Reserve Account Assets shall be used only with the prior written approval of the Rating Agency. Moneys deposited in the Reserve Account to cure any deficiency therein shall be used first to repay the provider of a Reserve Account Asset any amount due such provider, including interest. Except as otherwise provided in the next preceding sentence, money in the Reserve Account shall be used solely for the purpose of paying interest on the Bonds secured by the Reserve Account, or the principal thereof at maturity or upon call for mandatory redemption, for the payment of which insufficient money shall be available in the Interest Account or the Principal Account, as the case may be. The Safe Drinking Water Fund Bonds are not secured by the Reserve Account.

All moneys in the Special Redemption Fund shall constitute trust funds irrevocably pledged for the payment of the principal of, and interest upon, and redemption premiums, if any, on the Outstanding Bonds and

such moneys shall, under no circumstances, be utilized for any other purpose until all of the Bonds shall have been retired or provision for the retirement thereof duly made in accordance with the provisions of this resolution.

(c) Deposits into Depreciation Fund. Next to make deposits into a separate and special Fund established by Section 9 the 1995 Resolution as the Water System Depreciation Fund (the "Depreciation Fund"). In each month there shall be deposited into the Depreciation Fund $2,000. No such deposit need be made in any month if the aggregate amount on deposit in the Depreciation Fund equals or exceeds $250,000. Withdrawals and disbursements from the Depreciation Fund shall be made to meet unforeseen emergencies in connection with the operation of the System or for the payment of the cost of making replacements necessary for the continued effective and efficient operation of the System. If necessary to prevent a default in the payment of principal of or interest on the Bonds, moneys in the Depreciation Fund may be transferred to the Special Redemption Fund; in the event of any such transfer, the deposit requirement into the Depreciation Fund shall be increased so as to replenish the amount of the transfer over the next succeeding 12-month period by 12 equal monthly deposits.

(d) Payment of Subordinate Indebtedness. Next to be used to pay principal of and interest (including reasonable reserves therefor) on the Safe Drinking Water Fund Bonds and any other obligations or indebtedness that by their terms are payable from the Revenues of the System but are subordinate to the Bonds and have been issued for the purpose of renewals, replacements, extensions or improvements to the System.

(e) Use of Surplus Moneys. All moneys thereafter remaining in the Revenue Fund shall be considered surplus and may be used for any lawful purpose of the Commission, including the making of payments into the general fund of the City in lieu of ad valorem taxes.

Money in the Revenue Fund shall be transferred and paid into the various Funds and Accounts hereinbefore referred to in the order in which said Funds and Accounts are listed, on a cumulative basis, and if in any month the money in the Revenue Fund shall be insufficient to place the required amount in any of said Funds and Accounts the deficiency shall be made up in the following month or months after payment into all Funds and Accounts enjoying a prior claim to the Revenues shall have been met in full.

Money in the Revenue Fund shall be transferred and paid into the various Funds and Accounts hereinabove referred to as of the first day of each month. If the first day of any month shall not be a business day then such transfer shall be as of the next succeeding business day.

The minimum amounts to be so deposited for debt service on the Series 2013 Bonds, in addition to all amounts to be deposited to pay debt service on the Prior Bonds and the Safe Drinking Water Fund Bonds, are set forth on the Schedule.

All of the Funds and Accounts provided by this section shall be kept on deposit with a bank or banks that shall be members of Federal Deposit Insurance Corporation and shall be secured to the fullest extent required by law.

Money on deposit in any of the Funds and Accounts described herein may be invested in Qualified Investments, all such obligations to mature not later than the date on which the money so invested shall be required for the purpose of the Fund or Account from which the investment was made. Moneys on deposit in the Reserve Account shall be invested in Qualified Investments having maturities no longer than five years from the dates of such investment. All income derived from such investments shall be deposited into the Revenue Fund and shall, to the extent so deposited, be regarded as Revenues; provided, however, that income derived from the investment of money on deposit in any construction fund or account established in whole or in part with the proceeds of bonds for the purpose of providing for the payment of the cost of extending, improving or replacing the System may, if and to the extent so required by the provisions of the supplemental resolution authorizing such bonds, be retained in such fund or account and used for the purposes for which such fund or account was established. Such investments shall at any time necessary be liquidated and the proceeds thereof applied to the purpose for which the respective fund was created.

Section 5. Service to the City. The reasonable cost and value of any service rendered to the City by the System shall be charged against the City and shall be paid by it in monthly installments as the service accrues, out of the current revenues of the City collected or in the process of collection, exclusive of the revenues derived from the System, to wit: out of the tax levy of the City made by it to raise money to meet its necessary current expenses. It is hereby found and determined that the amount of such reasonable cost and value shall be equal to such amount as may be necessary from year to year to pay the balance of an amount which, together with other Revenues of the System, will produce Net Revenues equivalent to not less than 1.25 times the annual Debt Service requirement on the Bonds and the Safe Drinking Water Fund Bonds. Such compensation for such service rendered to the City shall, in the manner provided hereinabove, be paid into the separate and special funds described in Section 4 of this Resolution. However, such payment is subject to (a) annual appropriation by the Common Council, (b) approval of the Wisconsin Public Service Commission, if necessary, and (c) applicable levy limits, if any; and neither this Resolution nor such payment shall be construed as constituting an obligation of the City to make any such appropriation over and above the reasonable cost and value of services rendered to the City or to make any subsequent payment over and above such reasonable cost and value.

Section 6. Operation of System; City Covenants. It is covenanted and agreed by the City with the owner or owners of the Bonds, and each of them, that:

It will faithfully and punctually perform all duties with reference to the System required by the Constitution and Statutes of the State of Wisconsin, including the making and collecting of reasonable and sufficient rates lawfully established for services rendered by the System, and will segregate the Revenues of the System and apply them to the respective funds and accounts described hereinabove;

It will not sell, lease, or in any manner dispose of the System, including any part thereof or any additions, extensions, or improvements that may be made part thereto, except that the City shall have the right to sell, lease or otherwise dispose of any property of the System found by the City to be neither necessary nor useful in the operation of the System, provided the proceeds received from such sale, lease or disposal shall be paid into the Special Redemption Fund or applied to the acquisition or construction of capital facilities for use in the normal operation of the System, and such payment shall not reduce the amounts otherwise required to be paid into the Special Redemption Fund;

It will pay or cause to be paid all lawful taxes, assessments, governmental charges, and claims for labor, materials or supplies which if unpaid could become a lien upon the System or its Revenues or could impair the security of the Bonds;

It will permit no free service to be furnished to any consumer or user whatsoever, including the City;

It will maintain in reasonably good condition and operate the System, and will establish, charge and collect such lawfully established rates and charges for the service rendered by the System, so that in each Fiscal Year Net Revenues shall not be less than 1.25 times the Debt Service payable during the next succeeding Fiscal Year on the Outstanding Bonds and the Outstanding Safe Drinking Water Fund Bonds, and so that the Revenues of the System herein agreed to be set aside to provide for the payment of the Bonds and Parity Bonds and the Safe Drinking Water Fund Bonds and the interest thereon as the same becomes due and payable, and to meet the Reserve Requirement, will be sufficient for those purposes; and

It will prepare a budget not less than sixty days prior to the end of each Fiscal Year and, in the event such budget indicates that the Net Revenues for each Fiscal Year will not exceed the annual Debt Service requirement for each corresponding Fiscal Year by the applicable proportion stated hereunder, will take any and all steps permitted by law to increase rates so that the

aforementioned proportion of Net Revenues to the annual Debt Service requirement shall be accomplished as promptly as possible.

Section 7. Books and Accounts; Inspection. The City will keep proper books and accounts relative to the System separate from all other records of the City and will cause such books and accounts to be audited annually by a recognized independent firm of certified public accountants including a balance sheet and a profit and loss statement of the System as certified by such accountants. Each such audit, in addition to whatever matters may be thought proper by the accountants to be included therein shall include the following: (1) a statement in detail of the income and expenditures of the System for the Fiscal Year; (2) a balance sheet as of the end of such Fiscal Year; (3) the accountants' comment regarding the manner in which the City has carried out the requirements of this Resolution and the accountants' recommendations for any changes or improvements in the operation of the System; (4) the number of connections to the System at the end of the Fiscal Year, for each user classification (i.e., residential, commercial, public and industrial); (5) a list of the insurance policies in force at the end of the Fiscal Year setting out as to each policy the amount of the policy, the risks covered, the name of the insurer, and the expiration date of the policy; and (6) the volume of water used.

The owners of any of the Bonds shall have at all reasonable times the right to inspect the System and the records, accounts and data of the City relating thereto.

Section 8. Insurance. So long as any of the Bonds are outstanding the City will carry for the benefit of the owners of the Bonds: (a) adequate fire, lightning, vandalism, riot, strike, explosion, civil commotion, malicious damage, tornado and windstorm insurances on all portions of the System which are subject to loss through such casualties; (b) adequate insurance against loss of use and occupancy resulting from such casualties; (c) adequate public liability insurance and (d) insurance of the kinds and in the amounts normally carried by private companies engaged in the operation of similar systems. All money received for loss of use and occupancy shall be considered Revenue of the System payable into the separate funds and accounts named in Section 4 of this Resolution. All money received for losses under any of such casualty policies, except those specified in (b) above, shall be used in repairing the damage or in replacing the property destroyed provided that if the Common Council shall find it is inadvisable to repair such damage or replace such property and that the operation of the System has not been impaired thereby, such money, including proceeds from insurance under (b) above, shall be deposited in the Special Redemption Fund, but in that event such payments shall not reduce the amounts otherwise required to be paid into the Special Redemption Fund.

Section 9. Additional Bonds. The Bonds shall enjoy complete parity of lien on the Net Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The City will issue no other bonds

or obligations of any kind or nature payable from or enjoying a lien or claim on the Revenues of the System having priority over the Bonds.

Additional bonds may be issued on a parity and equality of rank with the Bonds with respect to the lien and claim of such additional bonds to the Net Revenues of the System and the money on deposit in the funds and accounts of the System, for the following purposes and under the following conditions, but not otherwise:

(a) Without regard to the requirements of paragraph (b) of this Section 9:

(1) for the purpose of refunding any of the Bonds that shall have matured or have become subject to mandatory redemption, or that shall mature or become subject to mandatory redemption not later than three months after the date of delivery of such refunding bonds and for the payment of which there shall be insufficient money in the Special Redemption Fund; or

(2) for the purpose of refunding any Outstanding Bonds under circumstances not resulting in the defeasance of all of the Bonds pursuant to Section 13 hereof, provided that the Maximum Annual Debt Service computed with respect to all Bonds to be Outstanding as of the date of issuance of such Parity Bonds (and after giving effect to the application of the proceeds thereof) shall not be greater than one hundred five percent (105%) of the Maximum Annual Debt Service computed with respect to all Bonds Outstanding as of the date immediately preceding the issuance of such additional bonds.

(b) For the purpose of refunding any Outstanding Bonds under circumstances not resulting in the defeasance of all of the Bonds pursuant to Section 13 hereof, and/or for the making of improvements, extensions, renewals or replacements to the System, if all of the following conditions shall have been met:

(1) Either:

(A) the Net Revenues of the System for the last completed Fiscal Year for which audited financial statements are available immediately preceding the issuance of such proposed additional bonds, as evidenced by the annual audits required by Section 6 hereof, must have been equal to at least Maximum Annual Debt Service computed with respect to the additional bonds proposed to be issued and all Outstanding Bonds other than any Bonds intended to be refunded by the proposed additional bonds times 1.25; or

(B) the Net Revenues of the System for the last completed Fiscal Year for which audited financial statements are available immediately preceding the issuance of such proposed additional bonds, as evidenced by the annual audits required by Section 6 hereof, must have been equal to at least Maximum Annual Debt Service computed with respect to the additional bonds proposed to be issued and all Outstanding Bonds other than any Bonds intended to be refunded by the proposed additional bonds times 1.25; provided, however, that if prior to the authorization of such additional bonds either (i) the City shall have adopted and put into effect or (ii) the Wisconsin Public Service Commission shall have approved a revised schedule of rates for services and water furnished by the System, then the Net Revenues for the Fiscal Year immediately preceding, as certified by an independent certified public accountant not in the employ of the City on a salary basis, that would have resulted from such rates had they been in effect for such period, may be used in lieu of the actual Net Revenues for such Fiscal Year;

(2) The payments required to be made into the various Funds and Accounts provided in Section 4 hereof must be current; and

(3) The additional bonds must be payable as to principal on December 1 of each year in which principal falls due and payable as to interest on June 1 and December 1 of each year.

Section 10. Sale of Series 2013 Bonds. The City shall sell and deliver the Series 2013 Bonds to Robert W. Baird & Co. Incorporated (the "Purchaser") for the purchase price set forth in the Proposal. The Proposal is hereby approved, and the appropriate City officials are hereby authorized and directed to execute the same. The officers of the City are authorized and directed to do any and all acts necessary to conclude delivery of the Series 2013 Bonds to the Purchaser, upon receipt of the purchase price, as soon after adoption of this Resolution as is convenient.

Section 11. Application of Series 2013 Bond Proceeds. All accrued interest received from the sale of the Series 2013 Bonds shall be deposited into the Special Redemption Fund. An amount (if any) necessary to make the amount currently on deposit in the Reserve Account equal to the Reserve Requirement shall be deposited in the Reserve Account. An amount of proceeds of the Series 2013 Bonds sufficient to provide for the payment of the Refunded Obligations shall be deposited in a special account designated the "Refunding Fund" for that purpose. The balance of the proceeds, less the expenses incurred in authorizing, issuing and delivering the Series 2013 Bonds, shall be transferred to the Special Redemption Fund for use in payment of principal of and interest on the Series 2013 Bonds.

Section 12. Amendment to Resolution. After the issuance of any of the Bonds, no change or alteration of any kind in the provisions of this Resolution may be made until all of the Bonds have been paid in full as to both principal and interest, or discharged as herein provided, except:

a. The City may, from time to time, amend this Resolution without the consent of any of the owners of the Bonds, but only to cure any ambiguity, administrative conflict, formal defect, or omission or procedural inconsistency of this Resolution; and

b. This Resolution may be amended, in any respect, with the written consent of the owners of not less than two-thirds of the principal amount of the Bonds then outstanding, exclusive of Bonds held by the City; provided, however, that no amendment shall permit any change in the pledge of Revenues derived from the System, or in the maturity of any Bond issued hereunder, or a reduction in the rate of interest on any Bond, or in the amount of the principal obligation thereof, or in the amount of the redemption premium payable in the case of redemption thereof, or change the terms upon which the Bonds may be redeemed or make any other modification in the terms of the payment of such principal or interest without the written consent of the owner of each such Bond to which the change is applicable.

Section 13. Defeasance. When all Bonds have been discharged, all pledges, covenants and other rights granted to the owners thereof by this Resolution shall cease. The City may discharge all Bonds due on any date by depositing into a special account on or before that date a sum sufficient to pay the same in full; or if any Bonds should not be paid when due, it may nevertheless be discharged by depositing into a special account a sum sufficient to pay it in full with interest accrued from the due date to the date of such deposit. The City, at its option, may also discharge all Bonds called for redemption on any date when they are prepayable according to their terms, by depositing into a special account on or before that date a sum sufficient to pay them in full, with the required redemption premium, if any, provided that notice of redemption has been duly given as required by this Resolution. The City, at its option, may also discharge all Bonds of said issue at any time by irrevocably depositing in escrow with a suitable bank or trust company a sum of cash and/or bonds or securities issued or guaranteed as to principal and interest of the U.S. Government, or of a commission, board or other instrumentality of the U.S. Government, maturing on the dates and bearing interest at the rates required to provide funds sufficient to pay when due the interest to accrue on each of said Bonds to its maturity or, at the City's option, if said Bond is prepayable to any prior date upon which it may be called for redemption, and to pay and redeem the principal amount of each such Bond at maturity, or at the City's option, if said Bond is prepayable, at its earliest redemption date, with the premium required for such redemption, if any, provided that notice of the redemption of all prepayable Bonds on such date has been duly given or provided for.

Section 14. Investments and Arbitrage. Monies accumulated in any of the funds and accounts referred to in Sections 4 and 11 hereof which are not immediately needed for the respective purposes thereof, may be invested in Qualified Investments until needed. All income derived from such investments shall be credited to the fund or account from which the investment was made; provided, however, that at any time that the Reserve Requirement is on deposit in the Reserve Account, any income derived from investment of the Reserve Account shall be deposited into the Special Redemption Fund and used to pay principal and interest on the Bonds. A separate banking account is not required for each of the funds and accounts established under this Resolution; however, the monies in each fund or account shall be accounted for separately by the City and used only for the respective purposes thereof. The proceeds of the Series 2013 Bonds shall be used solely for the purpose for which they are issued but may be temporarily invested until needed in legal investments. No such investment shall be made in such a manner as would cause the Series 2013 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or the Regulations of the Commissioner of Internal Revenue thereunder (the "Regulations").

An officer of the City, charged with the responsibility for issuing the Series 2013 Bonds, shall, on the basis of the facts, estimates and circumstances in existence on the date of closing, make such certifications as are necessary to permit the conclusion that the Series 2013 Bonds are not "arbitrage bonds" under Section 148 of the Code or the Regulations.

Section 15. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the City and the owner or owners of the Series 2013 Bonds, and after issuance of any of the Series 2013 Bonds no change or alteration of any kind in the provisions of this Resolution may be made, except as provided in Section 12, until all of the Series 2013 Bonds have been paid in full as to both principal and interest. The owner or owners of any of the Series 2013 Bonds shall have the right in addition to all other rights, by mandamus or other suit or action in any court of competent jurisdiction, to enforce such owner's or owners' rights against the City, the governing body thereof, and any and all officers and agents thereof including, but without limitation, the right to require the City, its governing body and any other authorized body, to fix and collect rates and charges fully adequate to carry out all of the provisions and agreements contained in this Resolution.

Section 16. Utilization of The Depository Trust Company Book-Entry-Only System. In order to make the Series 2013 Bonds eligible for the services provided by The Depository Trust Company, New York, New York, the City agrees to the applicable provisions set forth in the Blanket Issuer Letter of Representations previously executed on behalf of the City and on file in the City Clerk's office.

Section 17. Payment of the Series 2013 Bonds; Fiscal Agent. The principal of and interest on the Series 2013 Bonds shall be paid by the City Clerk or City Treasurer (the "Fiscal Agent").

Section 18. Persons Treated as Owners; Transfer of Series 2013 Bonds. The City Clerk shall cause books for the registration and for the transfer of the Series 2013 Bonds to be kept by the Fiscal Agent. The person in whose name any Series 2013 Bond 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 Series 2013 Bond 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 Series 2013 Bond to the extent of the sum or sums so paid.

Any Series 2013 Bond may be transferred by the registered owner thereof by surrender of the Series 2013 Bond 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 Series 2013 Bond or Bonds 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 Series 2013 Bond surrendered for transfer.

The City shall cooperate in any such transfer, and the Mayor and City Clerk are authorized to execute any new Series 2013 Bond or Bonds necessary to effect any such transfer.

The fifteenth day of each calendar month next preceding each interest payment date shall be the record dates for the Series 2013 Bonds. Payment of interest on the Series 2013 Bonds on any interest payment date shall be made to the registered owners of the Series 2013 Bonds as they appear on the registration book of the Fiscal Agent at the close of business on the corresponding record date.

Section 19. Compliance with Federal Tax Laws. (a) The City represents and covenants that the projects financed by the Series 2013 Bonds and by the Refunded Obligations and the ownership, management and use of the projects will not cause the Series 2013 Bonds or the Refunded Obligations 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 Series 2013 Bonds 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 Series 2013 Bonds) if taking, permitting or omitting to take such action would cause any of the Series 2013 Bonds to be an arbitrage bond or a private activity bond within

the meaning of the Code or would otherwise cause interest on the Series 2013 Bonds 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 Series 2013 Bonds 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 Series 2013 Bonds provided that in meeting such requirements the City will do so only to the extent consistent with the proceedings authorizing the Series 2013 Bonds and the laws of Wisconsin and to the extent that there is a reasonable period of time in which to comply.

The foregoing covenants shall remain in full force and effect, notwithstanding the defeasance of the Series 2013 Bonds, until the date on which all of the Series 2013 Bonds have been paid in full.

Section 20. Undertaking to Provide Continuing Disclosure. The City covenants and agrees, for the benefit of the owners of the Series 2013 Bonds, to enter into a written undertaking (the "Undertaking") required by SEC Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (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 Series 2013 Bonds 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 Series 2013 Bonds).

The Mayor and City Clerk, or other officer of the City charged with the responsibility for issuing the Series 2013 Bonds, 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 21. Official Statement. The Common Council hereby approves the Preliminary Official Statement with respect to the Series 2013 Bonds and deems 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 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 of the Series 2013 Bonds, 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 22. Redemption of Refunded Obligations. The Refunded Obligations maturing in the years 2014 through 2022 are hereby called for prior payment and redemption on December 1, 2013 at a price of par plus accrued interest to the date of redemption.

The City hereby directs the City Clerk to work with the Purchaser to cause timely notice of redemption, in substantially the form attached hereto as Exhibit D-1 and incorporated herein by this reference (the "Notice"), to be provided at the times, to the parties and in the manner set forth on the Notice. All actions heretofore taken by the officers and agents of the City to effectuate the redemption of the Refunded Obligations are hereby ratified and approved.

Section 23. Records. The City Clerk shall provide and keep a separate 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 Series 2013 Bonds.

Section 24. Bond Insurance. If the Purchaser of the Series 2013 Bonds determines to obtain municipal bond insurance with respect to the Series 2013 Bonds, 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 Series 2013 Bond 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 Series 2013 Bonds by the bond insurer and notices to be given to the bond insurer. In addition, appropriate reference to the municipal bond insurance policy shall be made in the form of Bond provided herein.

Section 25. Execution of the Series 2013 Bonds; Closing; Professional Services. The Series 2013 Bonds 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, 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 Series 2013 Bonds may be imprinted on the Series 2013 Bonds in lieu of the manual signature of the officer but, unless the City has contracted with a fiscal agent to authenticate the Series 2013 Bonds, at least one of the signatures appearing on each Series 2013 Bond shall be a manual signature. In the event that either of the officers whose signatures appear on the Series 2013 Bonds 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 Series 2013 Bonds 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 Series 2013 Bonds, 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 Series 2013 Bonds is hereby ratified and approved in all respects.

Section 26. Conflicting Ordinances or Resolutions. All ordinances and resolutions, other than the 1995 Resolution, the 2004 Resolution, the 2007 Resolution and the 2012 Resolution (collectively, the "Prior Resolutions") or orders, or parts thereof heretofore enacted, adopted or entered, in conflict with the provisions of this Resolution, are hereby repealed and this Resolution shall be in effect from and after its passage. In case of any conflict between this Resolution and the Prior Resolutions, the Prior Resolutions shall control so long as any Prior Bonds are outstanding.

Adopted, approved and recorded August 21, 2013.

Recommended by: Finance and Personnel Committee Moved:

Passed:

[ SEAL ]

CITY OF NEENAH, WISCONSIN George D. Scherck, Mayor Patricia A. Sturn, City Clerk

EXHIBIT A

Bond Purchase Proposal

To be provided by Robert W. Baird & Co. Incorporated and incorporated into the Resolution.

(See Attached)

EXHIBIT B-1

Pricing Summary


(See Attached)

EXHIBIT B-2

Debt Service Schedule


(See Attached)

QB\22041182.1

EXHIBIT C

(Form of Bond)

REGISTERED UNITED STATES OF AMERICA DOLLARS STATE OF WISCONSIN

NO. R-___ COUNTY OF WINNEABGO $_________ CITY OF NEENAH

WATER UTILITY REVENUE REFUNDING BOND, SERIES 2013

MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP:

December 1, _____ September 10, 2013 ____% ______

DEPOSITORY OR ITS NOMINEE NAME: CEDE & CO.

PRINCIPAL AMOUNT: _______________________ THOUSAND DOLLARS ($__________)

FOR VALUE RECEIVED, the City of Neenah, Winnebago 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), solely from the fund hereinafter specified, 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 is payable semi-annually on June 1 and December 1 of each year commencing on June 1, 2014 until the aforesaid principal amount is paid in full. Both the principal of and interest on this Bond 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 Bond is registered on the Bond Register maintained by the City Clerk or City Treasurer (the "Fiscal Agent") or any successor thereto at the close of business on the 15th day of the calendar month next preceding the semi-annual interest payment date (the "Record Date"). This Bond is payable as to principal upon presentation and surrender hereof at the office of the Fiscal Agent.

This Bond is not subject to optional redemption.

This Bond 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 Bond, and the City appoints another depository, upon surrender of the Bond to the Fiscal Agent, by the registered owner in person or his duly authorized attorney, upon surrender of this Bond 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 Bond in the same aggregate principal amount shall be issued to the new depository in exchange therefor and upon the payment of a

2 QB\22041182.1

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 Bonds after the Record Date. The Fiscal Agent and City may treat and consider the Depository in whose name this Bond 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 Bonds are issuable solely as negotiable, fully-registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof.

This Bond is one of an issue aggregating $3,595,000, issued to refund obligations of the City issued to finance additions, improvements and extensions to the Water System of the City, pursuant to Article XI, Section 3, of the Wisconsin Constitution, Section 66.0621, Wisconsin Statutes, acts supplementary thereto and a Resolution adopted August 21, 2013, and entitled: "Resolution Authorizing the Issuance and Sale of $3,595,000 Water Utility Revenue Refunding Bonds, Series 2013, of the City of Neenah, Winnebago County, Wisconsin, and Providing for the Payment of the Bonds and Other Details With Respect to the Bonds," and is payable only from the income and revenues derived from the operation of said Water System. Such revenues have been set aside and pledged as a special fund for that purpose and identified as "Special Redemption Fund", created by Resolution No. 6772 adopted by the City on April 19, 1995 and continued by the resolution referred to above. The Bonds are issued on a parity with the City's outstanding Water Utility Revenue Refunding Bonds, Series 2004, Water Utility Revenue Bonds, Series 2007 and Water Utility Revenue Refunding Bonds, Series 2012, and senior to the Water Utility Revenue Bonds, Series 2005 and Water Utility Revenue Bonds, Series 2006. This Bond does not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or provision.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen, and be performed precedent to and in the issuance of this Bond have existed, have happened and have been performed in due time, form and manner as required by law; and that sufficient of the income and revenue to be received by said City from the operation of its Water System has been pledged to and will be set aside into a special fund for the payment of the principal of and interest on this Bond.

IN WITNESS WHEREOF, the City of Neenah, Winnebago County, Wisconsin, has caused this Bond to be signed by its Mayor and City Clerk, and its corporate seal to be impressed hereon, all as of the date of original issue specified above.

CITY OF NEENAH, WINNEBAGO COUNTY, WISCONSIN

(SEAL)

By____________________________ By___________________________ City Clerk Mayor

3 QB\22041182.1

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 Bond and all rights thereunder and hereby irrevocably constitutes and appoints ______________________________________, Legal Representative, to transfer said Bond 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 Bond in every particular, without alteration or enlargement or any change whatever.

____________________________ (Authorized Officer)

4 QB\22041182.1

EXHIBIT D-1

NOTICE OF FULL CALL*

Regarding

City of Neenah Winnebago County, Wisconsin

Water Utility Revenue Bonds, Series 2003 Dated July 1, 2003

NOTICE IS HEREBY GIVEN that the Bonds of the above-referenced issue which mature on the dates and in the amounts; bear interest at the rates; and have CUSIP Nos. as set forth below have been called by the City for prior payment on December 1, 2013 at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date of prepayment:

Maturity Date Principal Amount Interest Rate CUSIP No.

12/01/2014 $250,000 3.15 % 640089EX2 12/01/2015 480,000 3.25 640089EY0 12/01/2016 375,000 3.35 640089EZ7 12/01/2017 390,000 3.45 640089FA1 12/01/2018 410,000 3.55 640089FB9 12/01/2019 425,000 3.65 640089FC7 12/01/2020 445,000 3.75 640089FD5 12/01/2021 460,000 3.85 640089FE3 12/01/2022 485,000 4.00 640089FF0

The City shall deposit federal or other immediately available funds sufficient for such redemption at the office of The Depository Trust Company on or before December 1, 2013.

Said Bonds will cease to bear interest on December 1, 2013.

By Order of the Common Council City of Neenah City Clerk

Dated ________________________

_____________

* To be provided by facsimile transmission, registered or certified mail, or overnight express to The Depository Trust Company, Attn: Supervisor, Call Notification Department, 55 Water Street, 50th Floor, New York, NY 10041-0099, not less than thirty (30) days nor more than sixty (60) days prior to December 1, 2013 and to the MSRB. Notice shall also be provided to Ambac Assurance Corporation, or any successor, the bond insurer of the Bonds.

In addition, if the Bonds are subject to the continuing disclosure requirements of SEC Rule 15c2-12 effective July 3, 1995, this Notice should be filed electronically with the MSRB through the Electronic Municipal Market Access (EMMA) System website at www.emma.msrb.org.

RESOLUTION NO. 2013-29

RESOLUTION APPROVING AN AMENDED AND RESTATED LEASE OF CERTAIN PROPERTY BY THE CITY AND APPROVING

THE ISSUANCE OF $17,605,000 COMMUNITY DEVELOPMENT LEASE REVENUE REFUNDING BONDS, SERIES 2013, BY THE COMMUNITY

DEVELOPMENT AUTHORITY AND APPROVING RELATED DOCUMENTS AND TRANSACTIONS

WHEREAS the Community Development Authority of the City of Neenah, Wisconsin (the "Authority") and the Common Council of the City of Neenah, Wisconsin (the "Municipality") have heretofore determined certain property within Tax Incremental District No. 8 to be blighted within the meaning of Section 66.1333, Wisconsin Statutes;

WHEREAS, the Authority and the Common Council of the Municipality have, after a duly-noticed and held public hearing, created a redevelopment project area under Section 66.1333, Wisconsin Statutes (the "Redevelopment Project Area") with respect to such blighted property, coterminous with the boundaries of Tax Incremental District No. 8, and have approved and adopted a redevelopment plan within the meaning of the Act in connection with the Redevelopment Project Area (the "Redevelopment Plan");

WHEREAS, as part of a program of blight elimination and community development that the Authority and other private entities are undertaking within the Redevelopment Project Area as described in the Redevelopment Plan, the Authority has heretofore acquired the parcel of property within the Redevelopment Project Area described on Exhibit A hereto (the "Project Property"), and has undertaken the acquisition, construction and equipping of a 900-stall parking structure and related site and utility improvements (the "Project") on the Project Property and has heretofore issued its Community Development Lease Revenue Bonds, Series 2004A, dated December 15, 2004 (the "2004 Bonds") for the purpose of financing the Project;

WHEREAS the Authority has authorized the borrowing of $17,605,000 and the issuance and sale of Community Development Lease Revenue Refunding Bonds, Series 2013, dated September 10, 2013 (the "Bonds"), for the purpose of refunding the 2004 Bonds;

WHEREAS, in connection with the Bonds, the Authority has submitted a report on an Amended and Restated Lease dated as of September 10, 2013 (the "Lease") to this Common Council, has duly noticed and conducted a public hearing on the Lease, and has approved the Lease;

WHEREAS the Authority has also requested that the Municipality enter into an Amended and Restated Contribution and Cooperation Agreement, dated as of September 10, 2013 (the "Contribution and Cooperation Agreement") in connection with the issuance of the Bonds;

WHEREAS, Section 66.1333(13), Wisconsin Statutes, authorizes the City to lend or contribute funds to assist a redevelopment project, Section 66.1105(2)(f)1.h., Wisconsin Statutes, provides that the amount of contributions made under Section

66.1333(13) in connection with implementation of the project plan is an eligible tax increment project cost and Section 66.1105(2)(f)1.b. permits the Municipality to recover "financing costs" related to tax increment projects from tax increment revenues;

WHEREAS, the development of the Project is included in the Project Plan for the Municipality's Tax Incremental District No. 8 (the "District");

WHEREAS, Section 66.1333(13), Wisconsin Statutes, authorizes the Municipality to lend or contribute funds to assist a redevelopment project; and

WHEREAS, the development of the Project and the issuance of the Bonds will promote blight elimination, community development and job creation in the Municipality.

NOW, THEREFORE, BE IT RESOLVED by the Common Council of the Municipality as follows:

Section 1. Ratification of the Conveyance of the Project Property. The transfer to the Authority of the Project Property, which has been previously accomplished, is ratified and approved.

Section 2. Approval of the Lease. The Lease, in substantially the form attached hereto as Exhibit B and incorporated herein by this reference, is hereby approved and the Mayor and City Clerk are hereby authorized to execute and deliver the Lease for and on behalf of the Municipality. The rentals paid under the Lease shall be "financing costs" under Section 66.1105(2)(f)1.b., Wisconsin Statutes, to the extent they constitute the payment of principal or interest on the Bonds. The Municipality covenants for the benefit of the owners of the Bonds that, subject to annual appropriation of the Lease rental payments, all funds in the special fund of the District will be used first to make the rental payments due under the Lease, as it may be amended and supplemented, and next, to make the rental payments due under the Lease Agreement dated September 17, 2008 between the Authority and the Municipality relating to the Authority's Community Development Lease Revenue Bonds, Series 2008A, dated September 17, 2008, and only after the rental payments have been paid in full for any particular year shall funds in said special fund be used to pay any other project costs of the District. The Common Council finds that the rental payments due under the Lease are at the fair market value for the Project Property and the improvements thereon to be leased pursuant to the Lease.

Section 3. Statement of Intent to Appropriate. The Common Council acknowledges that the projected tax increments to be derived from the District may not be realized and that the increment may therefore be insufficient to make payments under the Lease sufficient to pay all debt service on the Bonds as it becomes due. The Common Council hereby declares that it fully expects and anticipates that, if such a shortfall occurs, it will appropriate funds from other available revenues of the Municipality sufficient to fund any such shortfall in order to meet its obligation to make rental payments under the Lease sufficient to pay when due all principal of and interest on the Bonds, provided however, that such payment shall be subject to annual appropriation by the Common Council and shall be subject to the Municipality's quiet enjoyment of the property and improvements leased pursuant to the Lease. The Municipality further covenants that it will not voluntarily dissolve the District or remove territory from the District unless and until all of the Bonds have been paid or discharged within the

meaning of Section 13 of the Resolution adopted by the Authority authorizing the issuance of the Bonds.

Section 4. Approval of the Contribution and Cooperation Agreement. The Contribution and Cooperation Agreement in substantially the form attached hereto as Exhibit C and incorporated herein by this reference is hereby approved and the Mayor and City Clerk are hereby authorized to execute and deliver the Contribution and Cooperation Agreement for and on behalf of the Municipality.

Section 5. Approval of the Bonds. The terms of the Bonds authorized by the Authority at its meeting duly noticed, held and conducted on August 21, 2013 are ratified and approved.

Section 6. Undertaking to Provide Continuing Disclosure. The Municipality, as the obligated person with respect to the Bonds within the meaning of SEC Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the "Rule"), hereby covenants and agrees, for the benefit of the owners of the Bonds, to enter into a written undertaking (the "Undertaking") 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 Bonds or by the original purchaser of the Bonds on behalf of such owners (provided that the rights of the owners and purchaser to enforce the provisions of the Undertaking shall be limited to a right to obtain specific performance of the obligations thereunder and any failure by the Municipality to comply with the provisions of the Undertaking shall not be an event of default with respect to the Bonds).

The Mayor and City Clerk shall provide a Continuing Disclosure Certificate for inclusion in the transcript of proceedings, setting forth the details and terms of the Municipality's Undertaking.

Section 7. Execution and Delivery of Documents. The Mayor and City Clerk are hereby authorized for and in the name of the Municipality to execute and deliver the Inducement Letter attached to the Bond Purchase Agreement for the Bonds, the Lease, the Contribution and Cooperation Agreement and any and all additional documents as may be necessary or desirable to effectuate the sale of the Bonds and the completion of the transactions contemplated hereby.

Adopted, approved and recorded this 21st day of August, 2013.

Recommended by: Finance and Personnel Committee Moved:

Passed:

CITY OF NEENAH, WISCONSIN George D. Scherck, Mayor Patricia A. Sturn, City Clerk

QB\22035598.1

EXHIBIT A

DESCRIPTION OF PROJECT PROPERTY

(SEE ATTACHED)

QB\22035598.1

EXHIBIT B

AMENDED AND RESTATED LEASE AGREEMENT

(SEE ATTACHED)

QB\22035791.1

Exhibit B

AMENDED AND RESTATED LEASE AGREEMENT

between the

COMMUNITY DEVELOPMENT AUTHORITY OF THE CITY OF NEENAH, WISCONSIN

and the

CITY OF NEENAH, WISCONSIN

______________________

THIS AMENDED AND RESTATED LEASE AGREEMENT is made and entered into as of the 10th day of September, 2013 by and between the COMMUNITY DEVELOPMENT AUTHORITY OF THE CITY OF NEENAH, a Wisconsin municipal corporation (the "Authority"), and the CITY OF NEENAH, WISCONSIN, a Wisconsin municipal corporation and political subdivision (the "Municipality").

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WITNESSETH:

WHEREAS, the Authority has acquired and is currently in possession of the real estate described in Exhibit A hereto (the "Project Property"); and

WHEREAS, the Authority has carried out a portion of a program of blight elimination and community development on the Project Property, consisting of the acquisition, construction and equipping of a 900-stall parking structure and related site and utility improvements (the "Project") and has heretofore financed the Project through the issuance of its Community Development Lease Revenue Bonds, Series 2004A, dated December 15, 2004 (the "2004 Bonds") which were secured by a Lease dated as of December 15, 2004 between the Authority and the Municipality (the "2004 Lease"); and

WHEREAS, the Authority now finds it necessary and desirable to refund the outstanding 2004 Bonds through the issuance of its $17,605,000 Community Development Lease Revenue Refunding Bonds, Series 2013, dated September 10, 2013 (the "Bonds"); and

WHEREAS, in connection with the issuance of the Bonds, the Authority finds it necessary and desirable to amend and restate the 2004 Lease so that it secures the Bonds; and

WHEREAS, pursuant to the provisions of Sections 66.1335 and 66.1333(9) of the Wisconsin Statutes, the Authority has the power to lease real property and personal property in its possession to a public body for use in accordance with a redevelopment plan; and

WHEREAS, the Municipality desires to lease the Project Property and all buildings, fixtures and other improvements thereto (the "Leased Property") from the Authority; and

WHEREAS, the execution, delivery and performance of this Amended and Restated Lease Agreement have been duly authorized by the Municipality and the Authority and all conditions, acts and things necessary and required by the Constitution and Statutes of the State of Wisconsin to exist, to have happened, or to have been performed precedent to or in the execution and delivery of this Amended and Restated Lease Agreement, do exist, have happened and have been performed in regular form, time and manner.

NOW, THEREFORE, in consideration of the rents, covenants and agreements herein reserved, mentioned and contained on the part of the Municipality, its successors and assigns, to be paid, kept and performed, the Authority by these presents does hereby agree to lease, demise and let to the Municipality, and the Municipality does hereby consent to said leasing and hereby takes and hires, upon and subject to the conditions hereinafter expressed, the Leased Property.

ARTICLE I

DEFINITIONS AND USE OF PHRASES

Section 1.1 Definitions. The following terms shall have the following meanings in this Lease unless the text expressly or by necessary implication requires otherwise:

"Additional Rentals" means the additional rentals payable by the Municipality pursuant to Section 3.2(b) hereof.

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"Annual Debt Service Requirement" means the amount of principal (whether at maturity or upon mandatory redemption) and interest payable on the Bonds in any year.

"Authority" means the Community Development Authority of the City of Neenah, Wisconsin, a Wisconsin municipal corporation.

"Bonds" means the Community Development Lease Revenue Refunding Bonds, Series 2013, dated September 10, 2013, issued by the Authority in the principal amount of $17,605,000 to provide financing for the Project.

"Commencement Date" means the date of commencement of the Leasehold Term as provided in Section 3.1 hereof.

"Debt Service Fund" means the Debt Service Fund established by the Authority in connection with the issuance of the Bonds.

"Fiscal Agent" means Associated Trust Company, National Association, Green Bay, Wisconsin, the fiscal agent for the Bonds or any successor thereto.

"Lease" means this Amended and Restated Lease Agreement, dated as of September 10, 2013.

"Leased Property" means the Project Property and all fixtures thereto.

"Leasehold Term" means the term of this Agreement as provided in Section 3.1 hereof.

"Municipality" means the City of Neenah, Wisconsin, a municipal corporation and political subdivision.

"Municipality Representative" means the Mayor, the City Administrator, the City Clerk or such other officer of the Municipality as is appointed by the Common Council to act on behalf of the Municipality under this Agreement.

"Owner" or "Owners" means, with respect to the Bonds when in book-entry-only form, the beneficial owner or owners of the Bonds.

"Project" means a portion of the program of blight elimination and community development carried out by the Authority within the Redevelopment Project Area as described in the Redevelopment Plan, consisting of the acquisition, construction and equipping of a 900-stall parking structure and related site and utility improvements.

"Project Property" means the real estate described in Exhibit A hereto.

"Quiet Enjoyment" means the right of the Municipality to peaceably and quietly have, hold and enjoy the Leased Property and to use the Leased Property for the purposes intended or permitted by this Lease.

"Redevelopment Plan" means the redevelopment plan adopted in connection with the Redevelopment Project Area pursuant to Section 66.1333 of the Wisconsin Statutes, as amended;

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"Redevelopment Project Area" means the redevelopment project area created by the Authority under Section 66.1333 of the Wisconsin Statutes coterminous with the boundaries of Tax Incremental District No. 8 of the Municipality;

"Rentals" means the rentals payable by the Municipality pursuant to Section 3.2(a) hereof.

"Reserve Account" means the Reserve Account established for the Bonds pursuant to the Resolution.

"Reserve Requirement" means the Reserve Requirement as defined in the Resolution.

"Resolution" means the resolution authorizing the issuance of the Bonds adopted by the Authority on August 21, 2013.

Section 1.2 Use of Phrases. The following provisions shall be applied whenever appropriate herein:

"Herein", "Hereby", "hereunder", "hereof" and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion of this Lease in which any such word is used.

The definitions set forth in Section 1.1 hereof shall be deemed applicable whether the words defined are herein used in the singular or the plural.

Wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and the plural and to cover all genders.

Unless otherwise provided, any determinations or reports hereunder which require the application of accounting concepts or principles shall be made in accordance with generally accepted accounting principles.

ARTICLE II

COMPLETION OF THE PROJECT

The Authority agrees that it will make all contracts and do all things necessary to cause the Project to be constructed and equipped. Title to the Leased Property and all equipment acquired with proceeds of the Bonds and all fixtures thereto shall be held by the Authority, subject to this Lease.

The Authority agrees that in order to effectuate the purposes of this Lease, it will make, execute, acknowledge and transmit any contracts, orders, receipts, writings and instructions with any other persons, firms or corporations and in general do all things which may be requisite or proper, all for the construction and equipping of the Project. So long as this Lease is in full force and effect, the Authority shall have full power to carry out the acts and agreements provided in this Section, and such power is granted and conferred under this Lease to the Authority, and is accepted by the Authority and shall not be terminated or restricted by act of the Authority or the Municipality, except as provided in this Section.

The Authority hereby assigns to the Municipality all its rights and power to enforce in the name of the Municipality or the name of the Authority such purchase orders or contracts as are required for the completion of the Project which enforcement may be at law or in equity; provided however, that the assignment made by the Authority herein shall not prevent the Authority from asserting said rights and

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powers in its own behalf or on behalf of the owners of the Bonds; and provided further that upon request the Municipality shall cooperate with the Authority at the Authority's expense in enforcing any such purchase orders or contracts.

The Authority shall not be responsible for, nor shall it pay, more than the proceeds from the sale of the Bonds together with any income or gain thereon resulting from investments of such amount for the completion of the Project.

ARTICLE III

TERM AND RENTS

Section 3.1 Term. The term of the Lease pursuant to this Agreement shall commence as of September 10, 2013 and shall expire on the date on which the Authority shall have fully paid (or provided for the payment of) all of the principal and interest on the Bonds, subject to earlier termination as provided in Section 4.7.

Section 3.2 (a) Rentals. During the Leasehold Term the Municipality agrees to pay to the Fiscal Agent for the Authority, without deduction or offset (except as described in the following paragraph), rental payments ("Rentals") semiannually on May 15 and November 15 of each year commencing on November 15, 2013. The rental payable on any date shall be an amount equal to the sum of the following:

(1) The amount of principal payable on the Bonds on the next succeeding payment date for the Bonds, whether payable at maturity or upon mandatory redemption; and

(2) The amount of interest payable on the Bonds on the next succeeding payment date for the Bonds.

The schedule of principal and interest payments on the Bonds is shown on Exhibit B attached hereto and incorporated by this reference.

The amount of any Rental payable by the Municipality shall be reduced by the amount of investment earnings, contributions by the Municipality and other monies on deposit in the Debt Service Fund for the Bonds (excluding monies on deposit in the Reserve Account, which shall only be applied to reduce the amount of the Rental payable in connection with the final principal payment date on the Bonds).

(b) Additional Rentals. If, during the Leasehold Term, the amount on deposit in the Reserve Account for the Bonds falls below the Reserve Requirement, the Municipality agrees to pay to the Fiscal Agent for the Authority, without deduction or offset (except as described in the following paragraph), additional rental payments ("Additional Rentals") monthly on the first day of each month until the Reserve Requirement is again on deposit in the Reserve Account. The Additional Rental payable each month shall be equal to the initial amount of the deficit in the Reserve Account, divided by the number of months initially remaining to the next interest payment date on the Bonds.

The amount of any Additional Rental payable by the Municipality shall be reduced by the amount of investment earnings, contributions by the Municipality or other monies deposited into the Reserve Account.

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The Additional Rentals shall become payable upon receipt by the Municipality of notice of a deficiency in the Reserve Account.

The obligation of the Municipality to pay Rentals and Additional Rentals is conditioned upon (a) the Municipality's "Quiet Enjoyment" of the Leased Property and (b) annual appropriation of the rental payment by the Municipality. The parties acknowledge that the Leased Property is being leased at its fair market value.

Section 3.3 Debt Service on Bonds. The Authority covenants and agrees that the Rentals payable hereunder shall be used only to pay the principal of and interest on the Bonds, as provided in the Resolution, and that no Rentals shall be used to pay operating expenses of the Authority.

The Authority covenants and agrees that the Additional Rentals payable hereunder shall be used only to replenish the Reserve Account.

Section 3.4 Payment of Costs and Expenses. If the Municipality defaults under any provisions of this Agreement and the Authority employs attorneys or incurs other expenses for the collection of payments due or for the enforcement of performance or observance of any other obligation or agreement on the part of the Municipality herein contained, the Municipality agrees that it will on demand therefor pay to the Authority the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Authority.

Section 3.5 Not Debt. Notwithstanding anything to the contrary herein contained by implication or otherwise, the obligations of the Municipality created by or arising out of this Agreement shall not be general debt obligations of the Municipality and do not constitute or give rise to charges against its general credit or taxing powers.

Section 3.6 Repairs and Maintenance. The Municipality covenants and agrees throughout the Leasehold Term to maintain the Leased Property and keep the same in as good order and condition as the same are in upon the effective date of this Agreement.

Section 3.7 Utilities. The Municipality agrees to pay or cause to be paid all charges for gas, electricity, light, heat or power, telephone or other communication service, or any other service used, rendered or supplied upon or in connection with the Leased Property during the Leasehold Term for which the Authority would be responsible, and to protect the Authority and save it harmless against any liability or damages on such account. The Municipality shall also procure any and all necessary permits, licenses or other authorizations thereafter required for the lawful and proper installation and maintenance upon the Leased Property of wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any such services to and upon the Leased Property.

Section 3.8 Prepayment. The Authority authorizes the Municipality, in its stead, to call the Bonds for redemption prior to maturity, in whole or in part, pursuant to the terms and conditions of the Resolution, provided that the Municipality shall prepay its Rentals hereunder so that the Rentals suffice to pay the principal of, premium, if any, and interest on the Bonds due at the time of redemption. The Municipality agrees that it shall not make any prepayments of Rentals due under this Lease without calling for redemption the applicable Bonds, without the consent of the Authority.

Section 3.9 Pledge and Assignment to Fiscal Agent. Simultaneously with the delivery of this Lease, the Authority shall pledge and assign to the Fiscal Agent all of the Authority's right, title and interest in and to this Lease and all of the Authority's right to receive payments hereunder. The

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Municipality consents to such pledge and assignment and agrees that the Fiscal Agent enforce any and all rights, privileges and remedies of the Authority under or with respect to this Lease.

ARTICLE IV

COVENANTS OF MUNICIPALITY

Section 4.1 Restriction on Use. The Municipality covenants that the Leased Property shall be used for public purposes. The Authority covenants and agrees that the Leased Property shall be and remain open to and available for public use to the same extent and in the same manner as if the Leased Property were owned by the Municipality. The Municipality and the Authority agree that, during the term hereof, no portion of the Leased Property shall be sold to, leased to or otherwise used by a private party for an amount which would cause the Bonds to become "private activity bonds" under the provisions of the Internal Revenue Code and the regulations promulgated thereunder.

Section 4.2 Public Liability Insurance. The Municipality shall maintain or cause to be maintained during the Leasehold Term general public liability insurance against all claims for personal injury, death or property damage for which any of the parties might be liable, occurring upon, in or about the Leased Property or any buildings, facilities, sidewalks, streets and passageways, therein or thereon; such insurance to afford protection to the parties to the limit of not less than $1,000,000 per occurrence and $1,000,000 in aggregate per year in respect of personal injury and death and property damage, or such other limits as may be mutually agreed upon.

Section 4.3 Hazard Insurance. (a) The Municipality shall cause any structures that are part of the Leased Property to be continually insured during the Leasehold Term against damage or destruction by fire, windstorm and any other loss or damage customarily insured in comparable structures in an amount equal to the replacement value of the property.

(b) In case of damage, loss or destruction of the Leased Property, or any part thereof, or any lost fixtures or equipment thereof during the Leasehold Term, the proceeds of any insurance which pertains to such premises, fixtures and equipment shall be used and applied by the Municipality as promptly as possible to repair, restore, rebuild or replace the same as nearly as possible to the condition existing prior to such damage, loss or destruction.

(c) In consideration of the provisions of this Agreement giving and granting to the Municipality exclusive possession, custody and control of the Leased Property, the Municipality hereby assumes all risks during the Leasehold Term in connection with any damage, loss or destruction of the Leased Property, or any part thereof, or any fixtures or equipment thereof from any and all causes whatsoever, and, in the event of any such damage, loss or destruction, the Municipality covenants and agrees to repair, restore, rebuild or replace the same as nearly as possible to the condition they were in immediately prior to such damage, loss or destruction either from the proceeds of insurance as hereinabove in this Section 4.3 provided, or, to the extent such proceeds of insurance are insufficient or unavailable therefor, from available appropriations of moneys derived from other sources.

Section 4.4 Compliance with Laws and Regulations. The Municipality agrees that throughout the Leasehold Term it will promptly comply with all laws and ordinances and the orders, rules, regulations and requirements of all federal, state and local governments and agencies and departments thereof which are applicable to the Municipality and the Leased Property, and whether or not the same requires structural repairs or alterations, which may be applicable to the Leased Property, the fixtures or equipment thereof, or the sidewalks, curbs and parking areas adjoining the demised premises, or the use

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or manner of use of the Leased Property. The Municipality will also observe and comply with the requirements of all policies and arrangements of insurance at any time in force during the Leasehold Term of this Agreement with respect to the Leased Property and the fixtures and equipment thereof.

Section 4.5 Alterations and Additions to Leased Property. The Municipality shall have the right at any time and from time to time during the Leasehold Term, without liability to the Authority, to make such changes, alterations and additions, structural or otherwise, to the Leased Property and any fixtures and equipment thereof, now or hereafter located on the Leased Property, as the Municipality shall deem necessary or desirable in connection with the use of the Leased Property. All such changes, alterations and additions when completed shall be of such a character as not to reduce or otherwise adversely affect the value of the Leased Property or the rental value thereof. The cost of any such change, alteration or addition shall be promptly paid and discharged so that the Leased Property shall at all times be free of liens for labor and materials supplied to the Leased Property, provided, however, that the Municipality may in good faith contest any lien if adequate security is provided during the pendency of proceedings so that the Leased Property is not in danger of being lost through lien foreclosure or otherwise. All alterations, additions and improvements to the Leased Property shall be and become a part of the realty covering the Leased Property.

Section 4.6 Covenants Against Waste. The Municipality covenants during the term of the Lease not to do or suffer or permit any waste or damage, disfigurement or injury to the Leased Property or any building or improvement now or hereafter on the Leased Property or the fixtures or equipment thereof.

Section 4.7 Municipal Budget; Consequences of Non-Appropriation or Failure to Provide Quiet Enjoyment. The Municipality hereby covenants that its staff will include the Rentals and Additional Rentals to become due hereunder in its annual budget as submitted to the Common Council of the Municipality for approval during each year of the Leasehold Term, and further covenants that its staff will request the necessary appropriation from the Common Council and will exhaust all available administrative reviews and appeals in the event that portion of the budget is not approved. The Municipality reasonably believes, expects and intends that funds will be budgeted and appropriated sufficient to make all payments of Rentals and Additional Rentals during the term of this Lease.

If the Common Council of the Municipality in any year does not budget and appropriate the Rentals or Additional Rentals to become due during the next succeeding year, the Municipality will provide written notice to that effect to the Authority, to the Fiscal Agent and to Robert W. Baird & Co. Incorporated, the original purchaser of the Bonds, no later than 15 days after adoption and approval of that annual budget. This Lease shall terminate on the next May 31 after notice of any non-appropriation has been given by the Municipality to the Authority unless, prior to such date, the Municipality adopts an amendment to its budget appropriating the Rentals and Additional Rentals becoming due or otherwise provides for the payment of such Rentals and Additional Rentals. If the Municipality fails to make a rental payment because the Municipality's Quiet Enjoyment of the Leased Property is impaired, this Lease shall terminate immediately.

The Municipality shall, upon such termination, peacefully quit, surrender and deliver up to the Authority, its successors or assigns, the Leased Property in good condition, ordinary wear and tear excepted. Upon such termination, in the event any of the Leased Property has become lost, stolen, destroyed, damaged beyond repair or rendered permanently unfit for use for any reason, the Municipality shall repair or replace such Leased Property at the Municipality's sole cost prior to surrender of the Leased Property to the Authority, with said repair or replacement subject to the Authority's reasonable approval.

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The Municipality will also, whether or not the Rentals and Additional Rentals due under this Agreement are budgeted and appropriated, furnish the Authority, Robert W. Baird & Co. Incorporated and the Fiscal Agent with a copy of its annual budget within 15 days of its adoption. All obligations of the Municipality arising under this Lease during the Municipality's occupancy of the Leased Property shall survive this Lease.

Section 4.8 Tax Covenant. The Municipality and the Authority covenant for the benefit of the Owners of the Bonds that they will not take any action or omit to take any action with respect to the Bonds, the proceeds thereof, any other funds of the Municipality and the Authority or any facilities financed with the proceeds of the Bonds if such action or omission (i) would cause the interest on the Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Code and applicable Regulations, or (ii) would cause interest on the Bonds to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Code except to the extent such interest is required to be included in the adjusted current earnings adjustments applicable to corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income, or (iii) would subject the Municipality or the Authority to any penalties under Section 148 of the Code. The foregoing covenant shall remain in full force and effect, notwithstanding the payment in full or defeasance of the Bonds, until the date on which all obligations of the Municipality and the Authority in fulfilling the above covenant under the Code have been met.

ARTICLE V

ASSIGNMENT, SUBLETTING AND MORTGAGING

Section 5.1 Assignment and Subleasing by the Municipality. This Lease may not be assigned by the Municipality for any reason. However, the Leased Property may be subleased, as a whole or in part, by the Municipality without the necessity of obtaining the consent of the Authority, subject, however, to each of the following conditions:

(a) The Leased Property may be subleased, in whole or in part, only to an agency or department or political subdivision of the State; or to another entity or entities if, in the opinion of nationally recognized municipal bond counsel, such sublease will not cause the Municipality to violate its tax covenant in Section 4.8 hereof;

(b) This Lease, and the obligations of the Municipality hereunder, shall at all times during the Leasehold Term remain obligations of the Municipality, and the Municipality shall maintain its direct relationships with the Authority notwithstanding any sublease; and

(c) The Municipality shall furnish or cause to be furnished to the Authority a copy of any sublease agreement.

Except as permitted in this Section 5.1 and except as pledged by the Resolution for the benefit of the Owners of the Bonds, so long as the Bonds are outstanding, neither the Authority nor the Municipality shall mortgage, assign or pledge its interests in the Leased Property or any rentals payable with respect thereto.

Section 5.2 Priority of Lease. No sublessee or assignee of the Leased Property shall mortgage, assign or pledge its interest in the Leased Property or any rentals payable with respect thereto unless such mortgage, assignment or pledge shall be subordinate to this Agreement.

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ARTICLE VI

CONDITIONS OF LEASE

Section 6.1 Merger of Interest. It is mutually agreed by the parties hereto that so long as the Bonds are outstanding, the leasehold interest and estate created by this Agreement shall not be merged or deemed to be merged with any reversionary interest and estate of the Municipality in the Leased Property.

Section 6.2 Right to Inspect. The Municipality covenants and agrees during the Leasehold Term to permit the Authority and the authorized agents and representatives of the Authority or the owners of the Bonds to enter the Leased Property at all times during usual business hours for the purpose of inspecting the same.

Section 6.3 Character of Lease. It is mutually agreed that the Lease granted under this Agreement is an absolutely "net" lease and notwithstanding any language herein to the contrary, it is intended and the Municipality expressly covenants and agrees that all rentals and other payments herein required to be made by the Municipality to the Authority shall be made without notice or demand and without set-off, counterclaim, abatement, suspension, deduction or defense, and shall be net payments to the Authority, meaning that the Authority is not and shall not be required to expend any money or do any acts or take any steps affecting or with respect to the maintenance, preservation, repair, restoration, reconstruction, insuring or protection of the Property or any part thereof, all such obligations being the responsibility of the Municipality.

Section 6.4 Condition of Premises. The Municipality, prior to the occupancy thereof, and at all times thereafter, shall fully familiarize itself with the physical condition of the Project Property and any improvements, fixtures and equipment thereof. The Authority makes no representations whatever in connection with the condition of the Project Property or the improvements, fixtures or equipment thereof, and the Authority shall not be liable for any latent or patent defects therein.

Section 6.5 Consent to Suit. The Municipality hereby consents and agrees to the institution of any and all actions, including mandamus, against the Municipality or any of its officers which may arise out of this Agreement and, to the extent permitted by law, the Municipality waives resort prior to the bringing of any such action by the Authority, as lessor hereunder, or its assignees to any administrative claim procedure provided in the Wisconsin Statutes. This consent and waiver shall survive termination of this Lease.

Section 6.6 Enjoyment of Property. The Authority hereby covenants that the Municipality shall during the Leasehold Term peaceably and quietly have and hold and enjoy the Project Property without suit, trouble or hindrance from the Authority, except as expressly required or permitted by this Lease. The Authority shall not interfere with the quiet use and enjoyment of the Project Property by the Municipality during the Leasehold Term so long as no event of default shall have occurred under the Lease. The Authority shall, at the request of the Municipality and at the cost of the Municipality, join and cooperate fully in any legal action in which the Municipality asserts its right to such possession and enjoyment. In addition, the Municipality may at its own expense join in any legal action affecting its possession and enjoyment of the Property and shall be joined in any action affecting its liabilities hereunder.

Section 6.7 Transfer of Title. Upon full and final payment of all Bonds (or if all Bonds shall, prior to maturity or redemption date thereof, have been discharged within the meaning of Section 13 of the Resolution) and of all amounts due under this Lease,

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(a) this Lease shall terminate and, except as otherwise expressly provided in this Lease, neither the Municipality nor the Authority nor any Owner of the Bonds shall thereafter have any rights hereunder, saving and excepting those that shall have theretofore vested; and

(b) title to the Leased Property shall, without any further payment, be transferred to the Municipality, and the Authority shall execute any document of conveyance reasonably requested by the Municipality to evidence such transfer.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Amendments. No modification, alteration or amendment to this Agreement shall be binding upon either party hereto until such modification, alteration or amendment is reduced to writing and executed by both parties hereto. This Lease shall not be abrogated, amended, modified or supplemented at any time when any Bonds are outstanding and unpaid, without the consent of the Owners of all of the Bonds which are outstanding and have not been discharged, except that this Lease may be amended without the consent of the Owners of any of the Bonds (a) in order to meet the requirements of Section 12(b) of the resolution authorizing the issuance of the Bonds relating to the issuance of Parity Bonds and (b) as provided in Section 5.1.

Section 7.2 Successors. Except as limited or conditioned by the express provisions hereof, the provisions of this agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

Section 7.3 Governing Law. The laws of the State of Wisconsin shall govern this Agreement.

Section 7.4 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any of the provisions of this Agreement.

Section 7.5 Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were on the same instrument.

Section 7.6 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or when mailed by certified or registered mail, postage prepaid, or by prepaid telegram addressed as follows:

If to the Municipality: City of Neenah Attention: City Clerk City Hall 211 Walnut Street Neenah, WI 54956

If to the Authority: Community Development Authority of the City of Neenah Attention: Executive Director City Hall 211 Walnut Street Neenah, WI 54956

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If to Purchaser: Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, WI 53202

If to the Fiscal Agent: Associated Trust Company, National Association 200 North Adams Street Green Bay, WI 54301

Any party may by like notice at any time, and from time to time, designate a different address to which notices shall be sent. Notices given in accordance with these provisions shall be deemed received when mailed.

Section 7.7 Severability. If any provisions of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provisions or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstance shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or Sections in this Agreement contained, shall not affect the remaining portions of this Agreement, or any part thereof.

Section 7.8 No Waivers. Failure of the Authority or the Municipality to exercise its rights in connection with any breach or violation of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition for any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by the Authority shall not be deemed to be a waiver of any preceding breach by the Municipality of any term, covenant or condition of this Agreement, other than the failure of the Municipality to pay the particular rental so accepted, regardless of the Authority's knowledge of such preceding breach at the time of acceptance of such rent.

Section 7.9 Recording. Either party hereto may record this Lease, or a memorandum or short form hereof, executed by both of such parties, in the office of the Registrar of Deeds for Winnebago County, Wisconsin.

Section 7.10 No Personal Liability. Under no circumstances shall any officer, elected official or employee of the Municipality or the Authority have any personal liability arising out of this Lease, nor shall any party seek or claim any such personal liability.

Section 7.11 Beneficiaries of Agreement. This Lease has been entered into by the Municipality and the Authority for the benefit of the Municipality, the Authority and the Owners of the Bonds, and is not revocable by the Municipality or the Authority prior to the payment in full of the Bonds, provided however, that this Lease may be amended as described in Section 12 of the Resolution in connection with the issuance of Parity Bonds being issued in accordance with that Section. This Lease shall be binding upon and inure to the benefit of the Municipality and the Authority and shall constitute a third party beneficiary contract for the benefit of the Owners of the Bonds. Nothing in this Lease expressed or implied is intended or shall be construed to give any person other than the Municipality, the Authority and the Owners of the Bonds, any legal or equitable right, remedy or claim under or in respect to this

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Agreement or any covenants, conditions or provisions therein or herein contained; all such covenants are for the sole and exclusive benefit of the Municipality, the Authority and the Owners of the Bonds.

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IN WITNESS WHEREOF, the City of Neenah, Wisconsin, has caused these presents to be executed by its Mayor and City Clerk and its seal affixed, and the Community Development Authority of the City of Neenah has caused these presents to be executed by its Chairperson and Executive Director all as of the day and year first hereinabove set forth.


By (SEAL) Mayor

And City Clerk

COMMUNITY DEVELOPMENT AUTHORITY OF THE CITY OF NEENAH

By Chairperson

Attest

Executive Director

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STATE OF WISCONSIN ) ) SS COUNTY OF WINNEBAGO )

On the ____ day of _____________, 2013, before me, a Notary Public in and for said County, personally appeared George D. Scherck and Patricia A. Sturn, the Mayor and City Clerk, respectively, of the above-named City of Neenah, a Wisconsin municipal corporation, to me known to be the persons who executed the foregoing instrument and known to me to be such Mayor and City Clerk of said municipal corporation, and acknowledged that they executed the foregoing instrument as such officers; that they know the seal of said municipal corporation; that the seal affixed to said instrument is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of said municipal corporation by authority of its governing body pursuant to resolution passed and approved; and that said persons severally acknowledged the execution of said instrument to be the free and voluntary act and deed of said municipal corporation by it being freely and voluntarily executed.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

___________________________________ Name (Printed): ___________________ Notary Public Winnebago County, Wisconsin My Commission Expires: ____________

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STATE OF WISCONSIN ) ) SS COUNTY OF WINNEBAGO )

On the ____ day of __________, 2013, before me, a Notary Public in and for said County, personally appeared Thomas Martin and Chris A. Haese, the Chairperson and Executive Director, respectively, of the Community Development Authority of the City of Neenah, a Wisconsin municipal corporation, to me known to be the persons who executed the foregoing instrument and to me known to be such Chairperson and Executive Director of said Authority, and acknowledged that they executed the foregoing instrument as such officers; that said instrument was signed by them as such officers of and on behalf of said Authority by authority of its Commissioners; and said persons severally acknowledged the execution of said instrument to be the free and voluntary act and deed of said Authority by it being freely and voluntarily executed.

IN WITNESS WHEREOF, I have hereunder set my hand and official seal.

___________________________________ Name (Printed): ___________________ Notary Public Winnebago County, Wisconsin My Commission Expires:_____________

This document was drafted by: Rebecca A. Speckhard Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, WI 53202

QB\22035791.1

EXHIBIT A

LEGAL DESCRIPTION OF PROJECT PROPERTY

(SEE ATTACHED)

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EXHIBIT B

SCHEDULE OF DEBT SERVICE PAYMENTS ON THE BONDS

(SEE ATTACHED)

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EXHIBIT C

AMENDED AND RESTATED CONTRIBUTION AND COOPERATION AGREEMENT

(SEE ATTACHED)

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Exhibit C

AMENDED AND RESTATED CONTRIBUTION AND COOPERATION AGREEMENT

THIS AMENDED AND RESTATED CONTRIBUTION AND COOPERATION AGREEMENT made and entered into this 10th day of September, 2013, by and between the Community Development Authority of the City of Neenah, Wisconsin (the "Authority") and the City of Neenah, Wisconsin (the "City")

WITNESSETH:

WHEREAS, the Authority was created by the Common Council of the City pursuant to the provisions of Section 66.1335, Wisconsin Statutes (the "Act"); and

WHEREAS, under the provisions of the Act, community development authorities have the power to purchase real property necessary or incidental to a redevelopment project; to lease, sell or otherwise dispose of the same in accordance with a redevelopment plan; and to issue bonds and other forms of indebtedness; and

WHEREAS, the Authority has financed a program of blight elimination and community development on certain blighted property located in the City, a portion of which consists of the acquisition, construction and equipping of a 900-stall parking structure and related site and utility improvements (the "Project"); and

WHEREAS, the Authority has heretofore issued Community Development Lease Revenue Bonds, Series 2004A, dated December 15, 2004 (the "2004 Bonds") to provide funds to finance costs of the Project;

WHEREAS, the Authority now intends to issue $17,605,000 Community Development Lease Revenue Refunding Bonds, Series 2013, dated September 10, 2013 (the "Bonds") to provide funds to refund the outstanding 2004 Bonds; and

WHEREAS, the Authority has requested that the City assist in providing additional support to facilitate the marketing of the Bonds; and

WHEREAS, in connection with the issuance of the Bonds, the Authority finds it necessary to amend and restate the Contribution and Cooperation Agreement dated as of December 15, 2004 to provide support for the Bonds; and

WHEREAS, the Project and the issuance of the Bonds will assist the Authority in carrying out the purposes for which it was created;

NOW, THEREFORE, in consideration of the premises and the mutual promises of the City and the Authority hereinafter set forth, the City and the Authority do hereby agree and covenant as follows:

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ARTICLE I

COVENANTS OF THE AUTHORITY

Section 1.1. The Authority will proceed with all possible diligence to accomplish the refinancing of the Project through the issuance of the Bonds.

Section 1.2. The Authority will provide access to all of its books and records relating to the Bonds to the City's financial officials, or their designees, during the normal business hours of the Authority. Upon request, said officials or designees shall be permitted to make copies of said books and records, or any portions thereof.

ARTICLE II

COVENANTS OF THE CITY

Section 2.1. The Authority at the time of the delivery of the Bonds will fund from Bond proceeds a Reserve Account in an amount equal to the Reserve Requirement as defined in the resolution adopted by the Authority authorizing the issuance of the Bonds (the "Reserve Requirement"). If, at any time, the balance in the Reserve Account falls below the Reserve Requirement, the City covenants that it will pay to the Fiscal Agent for the Authority (as appointed and acting under the resolution authorizing the issuance of the Bonds) an amount sufficient to restore the Reserve Account to the Reserve Requirement. For the purpose of determining the balance in the Reserve Account, investments held therein shall be valued at cost plus interest accrued thereon.

Section 2.2. On or before November 1 of each year the Authority will file with the City Clerk and Robert W. Baird & Co. Incorporated, the original purchaser of the Bonds, the Authority's estimate of the amount of the City's obligation under Section 2.1 of this Agreement during the next succeeding fiscal year, and the staff of the City will include such amount in the City budget as submitted to the Common Council for the next succeeding fiscal year. If the Common Council in any year does not budget and appropriate the amount of the City's obligation as estimated by the Authority, the City will provide written notice to that effect to the Authority, to the Fiscal Agent for the Bonds, and to Robert W. Baird & Co. Incorporated no later than 15 days after adoption and approval of the annual budget for that year.

At any time that the balance in the Reserve Account falls below the Reserve Requirement, the Authority will immediately file with the City Clerk its written claim for the amount due to the Authority under Section 2.1 hereof, which claim shall be processed pursuant to Section 62.12(8) of Wisconsin Statutes or any successor thereto then in effect.

Within 30 days of receipt of a claim from the Authority, the City will pay to the Authority monthly on the first day of each month, an amount equal to the initial amount of the deficit in the Reserve Account, divided by the number of months initially remaining to the next interest payment date on the Bonds, said amounts being payable out of any funds available and appropriated by the Common Council for that purpose, until the Reserve Requirement is again on deposit in the Reserve Account.

Any payment by the City pursuant to Section 2.1 shall be a donation in assistance of the Authority, and the Authority shall not be liable for any repayment thereof.

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Section 2.3. The City will not voluntarily dissolve or remove territory from Tax Incremental District No. 8 of the City unless and until all of the Bonds have been paid or have been discharged within the meaning of Section 13 of the Resolution adopted by the Authority authorizing the issuance of the Bonds.

ARTICLE III

OTHER PROVISIONS

Section 3.1. This Agreement is made for the benefit of the City, the Authority and the owner or owners of the Bonds, and any payments receivable hereunder by the Authority from the City may be pledged and assigned by the Authority as security for the payment of the principal of and interest on the Bonds. This Agreement shall constitute a third party beneficiary contract for the benefit of the beneficial owner or owners of the Bonds.

Section 3.2. This Agreement shall not be abrogated, amended, modified or supplemented at any time when any Bonds are outstanding and unpaid, without the consent of the owners of all of the Bonds which are outstanding and have not been discharged, except that this Agreement may be amended without the consent of the owners of any of the Bonds in order to meet the requirements of Section 12(c) of the resolution authorizing the issuance of the Bonds relating to the issuance of additional parity bonds.

Section 3.3. This Agreement shall not have any effect whatsoever, and shall be absolutely void, unless and until the Bonds have been issued, sold and delivered.

Section 3.4. Simultaneously with the delivery of this Agreement, the Authority shall pledge and assign to the Fiscal Agent for the Bonds all of the Authority's right, title and interest in and to this Agreement and all of the Authority's right to receive payments hereunder. The City consents to such pledge and assignment and agrees that the Fiscal Agent enforce any and all rights, privileges and remedies of the Authority under or with respect to this Agreement.

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Section 3.5. In case any section, subsection or clause of this Agreement shall be held invalid, the invalidity thereof shall not affect any other portion of this Agreement and all other portions of this Agreement shall nevertheless be in full force and effect.

IN WITNESS WHEREOF, the City and the Authority have respectively caused this Agreement to be duly executed as of the day and year first above written.


By: (SEAL) Mayor

City Clerk

COMMUNITY DEVELOPMENT AUTHORITY OF THE CITY OF NEENAH, WISCONSIN

By: Chairperson

Executive Director

CITY OF NEENAH Public Services and Safety Committee Meeting Minutes

Tuesday, August 13 2013 - 7:17 P.M. Hauser Room - City Administration Building

Present: Chairman Hillstrom, Aldermen Hamblin, Kunz, Lendrum and Stevenson Also Present: Mayor Scherck, City Attorney Godlewski, Director of Public Works Kaiser, Police Chief Wilkinson, Engineer Merten, Alderman Pollnow, Alderman Bates, Katherine Ramaeker, Sam Ramaeker, Ben Ramaeker, Lizzie Ramaeker, Jim Syverud, Bill Glatz Jr., Mica Kohanski, Todd Schudy, Christine Schudy, Tom Ditzler, Max Bowen, Sharon Bowen A quorum of the Common Council was present, but no action of the Council was taken. MINUTES: MSC Kunz/Lendrum to approve the minutes of the July 30, 2013, regular meeting. All voting aye APPEARANCES: None PUBLIC HEARING: Appeal of Dangerous Animal Designation pursuant to Neenah Code §3-16 - Christine A. Schudy, 1723 Buckhorn Lane: City Attorney Godlewski outlined the procedures to be followed for this hearing. City Attorney Godlewski placed witnesses under oath as they were called to testify. The dangerous animal declaration was made following a bite incident involving the dog “Lotus”. Lotus is described as a 3-year-old blue pit bull female weighing approximately 52 pounds. Chief Wilkinson reviewed his letter to Ms. Schudy and the police report for the June 10, 2013, bite incident on Pendleton Road near Fawn Drive involving the dog “Lotus” and Pat Breister. He reviewed several other incidents involving aggressive behavior by Lotus. There were two incidents involving Mr. Breister prior to June 10 incident. In one of the incidents, the Mr. Breister’s pants were torn. In the other incident, a glove was pulled off of his hand. There were two other aggressive behavior incidents noted, both resulting in a glove being snatched off the hand of an individual reaching to pet Lotus. Chief Wilkinson related that a person involved in one of those incidents, Ken Anderson, said that the incident “scared the living daylights out of me” and “that dog should be muzzled” and “it is a dangerous dog”. It did not appear that there was any provocation in the other incidents. He noted that the Schudy's have been very cooperative and concerned about the matter. In response to questioning from the committee, Chief Wilkinson stated that Mr. Breister indicated a concern about Lotus because of the children in the neighborhood. Chief Wilkinson also noted that if Lotus interprets something as simple as an individual adjusting a foot on a bicycle as an aggressive act, then that is a concern. Ms. Schudy testified about the bite incident. She stated that she had been walking Lotus along Pendleton Road. Lotus was on a 30-foot leash. At the time of the incident, she was standing in the terrace area of Pendleton Road near Fawn Drive next to a street light pole. Two adults with two dogs were approaching on the trail, which had Lotus agitated and required her to restrain the dog. At that point Mr. Breister pulled up to the curb on his

Public Services and Safety Committee Meeting Minutes August 13, 2013 Page 2 bicycle to talk to her. The police report states that he said that he had adjusted his right foot on the bike pedal when Lotus attacked. Ms. Schudy did not witness the victim making that motion. When the bite occurred, Ms. Schudy immediately brought Lotus down to the ground. She felt that the dog knew that she had done something wrong. She felt that all of the circumstances together put Lotus in a defensive mode, which caused her to react by biting. She addressed the earlier incident in which Mr. Breister’s glove had been pulled off. She conceded that Lotus did take the glove off of his hand but also noted that after the glove was off, Lotus sniffed Mr. Breister’s bare hand. She addressed the incident in which Lotus snatched a glove off of Ken Anderson. She stated that in that incident, there were several factors that may have contributed - cars, a running snow blower and strangers. She and her husband were walking the dog at that time and came to the corner property where Mr. Anderson and another person were working. She, her husband and the dog happened to get positioned between a passing car and a trailer off of which a snow blower was being unloaded. At that point, Mr. Anderson reached out a gloved hand toward Lotus and the dog lunged, taking the glove off. She reviewed the adoption and training history of Lotus. She and her husband adopted the dog in March 2012 from Bombshell Bullies Pit Bull rescue in Chicago. Three training session were required by the rescue. They were able to take Lotus to 1 or 2 of the training sessions and, after consultation with the trainer, decided to forego the remaining training in Chicago and instead train locally. Lotus completed basic training at the Winnegamie Dog Club in April 2012. They stayed in contact with the trainer from Chicago and he cared for the dog for a couple of days while she and her husband traveled. After the incident in which Mr. Breister’s pants were torn, she looked into additional training for Lotus. After the bite incident, they took Lotus to a local trainer for an evaluation and additional training. Upon questioning from Chief Wilkinson, Ms. Schudy indicated that the trainer’s evaluation indicates that Lotus is sensitive and needs exposure to new situations. Ms. Schudy described the other incident in which a person’s glove was taken off by Lotus. In that case, a lady had reached down to pet Lotus. Chief Wilkinson asked Ms. Schudy if the circumstances in place at the time of the bite incident were the same, how would Lotus react today. She noted changes that she has made relative to leash length and harness type. She feels that those would make Lotus calmer. She also indicated that she would keep moving and not allow herself and Lotus to be positioned in the fashion that they were. She also thinks that Lotus’ training would cause her to behave better. Ms. Schudy read a letter from Lotus’ new trainer at Pawsitive Directions Behavior and Training, LLC. The trainer feels that Lotus felt trapped at the time of the bite incident. She thinks that Lotus needs additional training but doesn’t believe that she is a danger to the community. Ms. Schudy also noted that Lotus is more fearful of men than women.

Public Services and Safety Committee Meeting Minutes August 13, 2013 Page 3 Ms. Schudy called Mr. Todd Schudy as a witness. He described the incident involving Mr. Anderson. He also testified to the change that has occurred in Lotus in regards to her interaction and response to him. When first adopted, the dog bonded with his wife and was standoffish toward him. That is no longer the case. Upon questioning from Chief Wilkinson, he indicated that he was unaware of any other aggressive incidents with Lotus. Ms. Schudy provided the Committee with notes from friends attesting to Lotus’ character. Ms. Schudy called Mr. Mica Kohanski as a witness. Mr. Kohanski is a cousin to Ms. Schudy. He testified to his first visit to see Lotus at the Schudy house. He was accompanied by two 8-year olds. He noted that the boys played with Lotus and Lotus took to the boys immediately. He also indicated that Lotus was standoffish toward men, but has seen an improvement in that regard as her anxiety has been reduced. He feels that is a typical experience with a rescue dog coming into a new environment. Ms. Schudy stated that she had two video clips of Lotus on her cell phone. City Attorney Godlewski indicated that we don’t have a means to accept that. In closing, Chief Wilkinson reviewed the ordinance definition of a dangerous animal and stated that Lotus satisfied that definition. He acknowledged that based on the testimony provided by those who know the dog best, behavior is improving. In closing, Ms. Schudy accepted responsibility for the Lotus’ behavior. She feels that it was not a bite of aggression, but came from a lack of confidence. She was concerned that muzzling would inhibit progress that the dog has made. MSC Stevenson/Kunz to convene into Closed Session in the Common Council Chambers, pursuant to Wis. Stat. §19.85(1)(a) for the purpose of conducting deliberations regarding the Dangerous Dog Designation Appeal by Christine A. Schudy, 1723 Buckhorn Lane. All voting aye MSC Lendrum/Kunz to reconvene into Open Session to announce result of deliberations on appeal of Dangerous Animal Designation by Christine A. Schudy, 1723 Buckhorn Lane. All voting aye Upon reconvening, Chairman Hillstrom read the Committee Findings and Conclusion of Law: Committee Findings:

1. The dog “Lotus” is owned by Christine and Todd Schudy, 1723 Buckhorn Lane, Neenah.

2. That “Lotus” bit unprovoked Patrick Breister on June 10, 2013 on Pendleton Rd in the City of Neenah.

3. That “Lotus” has a history of prior unprovoked aggressive behavior over the past 15 months.

Public Services and Safety Committee Meeting Minutes August 13, 2013 Page 4 The Conclusions of Law were:

1. The Defendant-Appellant’s dog Lotus, based on the above findings, does constitute a dangerous animal as defined at Neenah Code §3-1.

2. That because Lotus’ actions in an unprovoked attack on June 10, 2013, does constitute a dangerous animal, the Chief’s designation of Lotus as a dangerous animal under Neenah Code §3-16 is upheld.

MS Lendrum/Kunz to approve the Committee document as presented and to confirm the Committee Findings and Conclusions of Law, which uphold Chief Wilkinson's designation of the Defendant-Appellant's dog Lotus as a Dangerous Animal under Neenah Code §3-16. Discussion followed on the function of the motion. City Attorney Godlewski indicated that the action taken in closed session must be confirmed in open session. He noted that it did leave open the possibility that a committee member could change their vote. MSC Stevenson/Lendrum to amend the document to reflect the votes from the closed session, with Alds. Hillstrom, Hamblin, Lendrum and Kunz voting aye to uphold the designation and Ald. Stevenson voting no against upholding the designation. All voting aye. Amended MSC Lendrum/Kunz to approve the Committee document as amended to include the votes from the closed session and to confirm the Committee Findings and Conclusions of Law, which uphold Chief Wilkinson's designation of the Defendant-Appellant's dog Lotus as a Dangerous Animal under Neenah Code §3-16. All voting aye. COUNCIL REFERRALS: None UNFINISHED BUSINESS: None NEW BUSINESS: Parks and Recreation: None Police Department: None Community Development Department: None Public Works Department: Pembrook Drive and Pembrook Court Micro-Surface Treatment: Director Kaiser reviewed the joint memo from he and Engineer Eckhart regarding the micro-surface treatment placed on Pembrook Court and Pembrook Drive. Residents of those streets submitted a petition requesting that the City improve the surface of those streets because of dissatisfaction with the surface. He reviewed the purpose of doing these types of treatments and the options available. The City has used three different asphalt pavement surface treatments -

Public Services and Safety Committee Meeting Minutes August 13, 2013 Page 5 oil/chip seal, ultra-thin asphalt overlays and micro-surfacing. Historically, the treatment used in the City was the oil/chip seal. The ultra-thin asphalt overlay treatment is the most expensive and was used on two streets. In 2011, the first micro-surface treatments were placed on Irene Street, Jule Street, and Lorraine Avenue. It was used because of the advantage that it provides in a shorter cure time, thickness, and the ability to fill ruts. Some complaints were received about this treatment because of loose aggregate. In 2012, the treatment was placed on Chatham Court and a portion of Eden Drive. The contractor had adjusted the mix design from the prior year and the City modified the street sweeping schedule to address the loose aggregate issue. No complaints were received. Director Kaiser reviewed the resident concerns with the Pembrook Drive/Pembrook Court application. Initially, there were very distinct color differences between passes, but that has lessened in the month since the application was placed. The surface has a rough inconsistent texture. There are ridges and gouges from finishing and a consistent ridge between passes. There is loose gravel on the road. He noted that these concerns are normal following a micro-surface treatment. The staff recommendation is to monitor the treatment for the remainder of the year and allow traffic and snow plowing to wear the surface. If that does not occur, then action can be taken next year to address those areas needing attention. Mayor Scherck spoke against inaction, noting that he wouldn’t be happy if this were in front of his house. Committee discussed aspects of the work, varying conditions across the roadway and possible remedial actions. A concern was expressed that the contractor be held accountable for its performance. Max Bowen, 525 Pembrook Court, stated that he believes that the color difference is an indication that there wasn’t a consistent mixture and he doesn’t think that the surface will wear the same. Jim Syverud, 1001 Pembrook Drive, stated that the new surface does not perform as well as the old street surface either functionally or aesthetically. He relayed a comment overheard from one of the contractor’s crew who stated that the project would need to be done over. He did not believe that waiting would help and feels that the ridges could create a danger. Tom Ditzler, 1010 Pembrook Drive, stated that he had moved onto the street because it was a cul de sac and now his children can’t use it because of the surface. He believes that the treatment is not the correct choice for a street with a low volume of low speed traffic. He listed several qualities that an application should have and stated that this application didn’t satisfy any of those qualities. He also stated that how a community uses a roadway should factor into the selection of street preservation.

Public Services and Safety Committee Meeting Minutes August 13, 2013 Page 6 Katherine Ramaeker, 522 Pembrook Court, and her children Ben, Sam and Elizabeth, noted that the rough surface is preventing them from engaging in their normal activities. She does not believe that the color has improved on Pembrook Court. Ald. Stevenson stated that based on the comments received, it appears as though the Chatham Court application is the benchmark that should be used for future applications. He asked for options and costs to remediate the Pembrook surface. Ald. Kunz asked that the evaluation of options consider what will give us the best road long-term. In response to questioning, Director Kaiser indicated that Fahrner Asphalt has done all of the micro-surfacing work on a quote basis and that they are the sole provider of this type of treatment in the area. Bill Glatz, Jr., a representative of Fahrner Asphalt, the contractor on the project, reviewed technical aspects of the work including different types of treatments and product mix design. He reviewed the issues raised on the Pembrook application. The micro-surface material is a fast-curing chemical reaction. The operator can adjust only the water and cement in the mix – the aggregate and oil cannot be adjusted. The brown color difference indicates that the operator has added water to the mix to try to improve the workability. Over time that water evaporates from the mix and the color turns to black, which is what has been observed. He noted that the product is good for filling ruts along the curb but that crack sealing material can create lumps, which cause the micro-surface material to overlap onto the curb. He noted that his crews did a follow-up cleaning of the curb on this project. He noted that as communities realize the benefits of pavement preservation, they use a variety of options until they find the solution that works best for them. He confirmed that the mix design used on this project was the same as the mix design used on Chatham Court and Eden Drive. Following discussion, MSC Lendrum/Stevenson to direct staff to work with the contractor and return to Committee with remediation solutions for the micro-surface application. All voting aye. Public Works General Construction and Department Activity: 1. (Contract 12-12, Asphalt Patch) Work has been completed. The contractor has been

given final quantities for review.

2. (Contract 1-13, S. Commercial Street, Orange Street and Church Street utilities, pavement and marking) Work has been completed on Orange Street and Division Street. Water main installation is complete to Meade Street. Sanitary sewer main installation is complete to King Street. Laterals have been installed to Douglas Street. The intersection of Cecil Street and Commercial Street will be closed starting Monday, August 19 as work begins in the intersection. The contractor has 10 working days to complete that work.

3. (Contract 2-13, Lime sludge removal and disposal) Work will be done in late summer.

4. (Contract 3-13, Hydrant blasting and painting) Ferguson Waterworks has begun work.

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5. (Contract 4-13, Storm Sewer and Bell Street Trail) Real estate consultant has begun work.

6. (Contract 5-13, Babcock Street resurfacing and sidewalk) All work is done except for restoration of several asphalt driveways. That work should be completed by August 9.

7. (Contract 6-13, Main Street Overpass Bridge Repairs) The north half is complete. The contractor started work on the south half of the road on August 6. Fischer-Ulman Construction is excavating and paving approach lanes. Pheifer Brothers Construction is removing cracked concrete from the backwall, installing reinforcing and forming the new backwall. Traffic is reduced to one lane in each direction and is shifted to the north half of the road. The work is to be completed by August 30.

8. (Contract 7-13, Asphalt Pavement Repair) Work will start after repairs made under Contract 8-13.

9. (Contract 8-13, Concrete Pavement/Sidewalk Repair) A pre-construction meeting has been scheduled for August 23.

10. (Contract 9-13, Epoxy Pavement Marking) Bids for this contract will be opened on Thursday, August 15. A recommendation for award will be brought to Council on August 21.

11. (Contract 10-13, Tullar Garage Fuel System Upgrade) Street Superintendent Freese is preparing bid documents for the fuel system upgrade.

12. August is the first month that curbside large item and metal collection will be based solely on call-in or website notification. During collection in April and June, addresses that weren’t on the list were picked up and a door hanger was placed to make the resident aware of the need to call ahead for pick up.

13. Staff is assisting the Water Utility with preparation of plans for a water main replacement on Brooks Avenue. Utility Director Taylor will be reviewing the need for that work at the next Water Commission meeting.

14. In July, a citizen contacted me about an interest in trapping at City detention ponds. Subsequently, the citizen contacted several aldermen about the matter. Two weeks ago, I contacted the citizen by letter to inform him of our current arrangement for trapping in these ponds and the business insurance certification provided by the trapper working through McMahon Associates. The citizen contacted me last week to confirm items that I had stated in the letter. At the conclusion of our conversation, he indicated that he would no longer pursue the request to trap.

15. To assist the Post Office with parking issues resulting from the utility construction on Church Street south of Caroline Street, staff has given them temporary permission to park in the 2-hour parking area on the west side of Church Street between Caroline Street and Sherry Street.

C.A

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16. There have been a number of castings stolen from manholes and inlets recently. Most have occurred in the industrial park. Street Superintendent Freese has been in contact with the Neenah Police on the matter.

Licenses: Beverage Operator License Applications: The Committee reviewed the beverage operator license applications for Aleesha J. Cummings, Kyle S. Gawlick, April L. Sundby and Dean S. Timm. Following discussion, MSC Kunz/Lendrum to recommend Council approve beverage operator license applications for Aleesha J. Cummings, Kyle S. Gawlick, April L. Sundby and Dean S. Timm. All voting aye Announcements/Future Agenda Items: Mayor Scherck informed the Committee that a CNN report has ranked Neenah as the 24th top rated community in the country based on quality of life and cost of living. Alderman Hamblin informed the Committee that construction on the Wisconsin Department of Transportation’s USH 10/STH 441 project from CTH CB to Oneida Street is now scheduled to start in 2015. The previous start date was 2016. The project will include a second bridge over Little Lake Butte des Morts and access to all directions at the US 41/US 10/STH 441 interchange. MSC Stevenson/Kunz to adjourn at 10:40 p.m. All voting aye Respectfully submitted, Gerry Kaiser, P.E. Director of Public Works

MINUTES OF THE NEENAH PLAN COMMISSION Tuesday, August 13, 2013

4:15 p.m.

Present: Commissioners George Scherck, Gerry Kaiser, Tim Hamblin, Chris Kunz, Karen Genett, Nick Piergrossi, and Kate Hancock-Cook. Also present: Deputy Director Kroner, Community Development Intern Hinch. Minutes: MSC Kunz/Genett to approve the July 30, 2013 meeting minutes. Motion carried. Piergrossi abstained. Public Appearances: N/A. Consideration of a Site Plan for a Garage at 810 S. Commercial Street, Orphan Animal Rescue. Deputy Director Kroner presented and explained the site plan for the proposed 24’ x 24’ garage for the Orphan Animal Rescue. She stated the garage would be constructed to look like a typical residential garage and would be used for vehicle parking and storage for the business. A few questions were asked relative to drive entrance, landscaping and setbacks. MSC Genett/Piergrossi the Commission approved the Site Plan for a Garage at 810 S. Commercial Street, Orphan Animal Rescue, all voting aye. Announcements and future agenda items: Adjournment: The Commission adjourned its meeting at 4:21 P.M. Respectfully Submitted, April Kroner Deputy Director

F:\CLERK\WPDATA\Council\Council Directives\Council Directives.DOC

August 21, 2013 STATUS OF COUNCIL DIRECTIVES ISSUED SINCE JULY 1, 1981

Date of Directive Item Responsible Party Status 1/05/2011 Direct the Plan Commission to consider and draft an Ordinance creating a Planned Development Overlay District Ald. Ramos Pending 6/15/2011 Re-evaluate the decibel levels for the beer gardens Ald. Bates Pending in one year