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2006-289 EXHIBIT II RESOLUTION NO. 2006-289 RESOLUTION AWARDING $15,075,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2006, OF THE CITY OF JANESVILLE, WISCONSIN, ESTABLISHING INTEREST RATES THEREON AND LEVYING TAXES THEREFOR WHEREAS, this City Council has heretofore authorized the issuance and sale of $15,075,000 General Obligation Promissory Notes, Series 2006 in a resolution adopted on May 22,2006 and entitled "Resolution Authorizing the Issuance of$15,075,000 General Obligation Promissory Notes, Series 2006, of the City of J anesville, Wisconsin, and Providing the Details Thereof'; and WHEREAS, pursuant to advertised public sale the following sealed bids were received for the notes on June 12,2006, by 1 :00 p.m., local time: Names of Bidders (Account Manaeer) Net Interest Rates Citigroup Global Markets, Inc., Chicago, UBS Financial Services, Chicago, Bear, Steams & Company, Inc., New York, Wachovia Bank, N.A., Charlotte, Charles Schwab, New York, and Cronin & Company, Inc., Minneapolis, Joint Managers............................. .................................... 4.002624% Harris N.A., Chicago, Manager and Associates............................................ 4.028968% Stifel Nicolaus & Co., Inc. Div. ofHanifen Imhoff, Denver, LaSalle Financial Services, Chicago, Griffin, Kubik, Stephens & Thompson, Inc., Chicago, Hutchinson, Shockey, Erley & Co., Chicago, Key Bank Capital Markets, Chicago, Coastal Securities, Houston, Duncan-Williams, Inc., Memphis, Davenport & Co., LLC, Richmond, The GMS Group, LLC, Livingston, and Northern Trust Securities, Inc., Chicago, Joint Managers....................................................................................................... 4.029498% Morgan Stanley-Morgan Stanley DW, Inc., New york................................ 4.038780% Robert W. Baird & Company, Inc., Milwaukee, and William Blair & Company, Chicago, Joint Managers............................................................. 4.057967% RBC Capital Markets, Chicago..................................................................... 4.066575% Merrill Lynch & Company, New York......................................................... 4.127862% ; and WHEREAS, it has been determined that the highest and best bid for the notes was that of Citigroup Global Markets. Inc., Chicago, Illinois, which bid is as follows: WHEREAS, it is now necessary to award the notes to the successful bidder and to establish the interest rates thereon; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Janesville, Wisconsin, as follows: Section 1. Sale of Notes. The sale of $15,075,000 General Obligation Promissory Notes, Series 2006, to Citigroup Global Markets, Inc., Chicago, Illinois, at a price of $15,073,244.20 and accrued interest to the date of delivery is hereby ratified and confirmed. Section 2. Interest Rates. The notes shall mature on February 1 of the following years, and bear interest at the following rates, payable on February 1, 2007 and each August 1 and February 1 thereafter: Maturities Amounts Interest Rates 2007 $1,125,000 4.00% 2008 $2,060,000 4.00% 2009 $2,060,000 4.00% 2010 $2,085,000 4.00% 2011 $2,060,000 4.00% 2012 $2,060,000 4.00% 2013 $900,000 4.00% 2014 $950,000 4.00% 2015 $875,000 4.00% 2016 $900,000 4.00% Section 3. Redemption Provisions. The notes maturing on or after February 1,2015 shall be subject to redemption prior to maturity as a whole or in part at the option of the City upon notice as therein provide, in any order of maturity and by lot within a single maturity, on August 1,2014, and on any date thereafter, at a redemption price equal to 100% of the principal amount thereof to be redeemed plus accrued interest to the redemption date and without premium. Section 4. Execution and Delivery; Borrowed Money Fund. The notes shall be executed by the City Manager and the City Clerk in the manner heretofore provided, and upon authentication by Wells Fargo Bank, N.A., Chicago, Illinois, as note registrar, shall thereupon be delivered by the City Clerk to the purchaser upon payment of the purchase price. The principal proceeds from the sale of the notes shall be paid into the City treasury and entered in a fund separate and distinct from all other funds, which fund shall be designated "General Obligation Promissory Notes, Series 2006, Borrowed Money Fund." Money in said fund shall be used solely for the purposes for which the notes were issued, including repayment of any temporary loan or reimbursement of any temporary advance made in anticipation of the issuance of said notes. Section 5. Tax Levy. For the purpose of paying the principal amounts of the notes as the same shall mature, and to pay the interest thereon as the same shall come due, there is hereby levied, for each year in which any of the notes shall be outstanding, direct, annual, irrepealable taxes in amounts fully sufficient to pay such principal and interest, and the specific amounts levied for each year are as follows: 2 Year of LevY Amount of Principal and Interest 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 $1,755,750 $2,576,800 $2,494,400 $2,436,500 $2,328,600 $2,246,200 $1,027,000 $1,040,000 $928,500 $918,000 Section 6. Extension of Taxes. The amounts of taxes levied pursuant to Section 4 hereof shall be carried onto the tax roll by the City from year to year and collected as other taxes are collected, and such amounts may be reduced in any year only by any amount of surplus money in the Debt Service Fund created pursuant to Section 67.11, Wisconsin Statutes. Section 7. Debt Service Fund. There is hereby created a fund to be known as "General Obligation Promissory Notes, Series 2006, Debt Service Fund" to be established and maintained in accordance with generally accepted accounting principles. Into the Debt Service Fund there shall be deposited the following: (a) all premium and accrued interest from the sale of the notes; (b) all money raised by taxation pursuant to Section 4 hereof; (c) any surplus in the Borrowed Money Fund created in Section 3 hereof; and (d) such additional amounts as may at any time be necessary to pay the principal of and interest on the notes as the same shall become due. Section 8. Dated Date. The notes shall be initially dated July 1, 2006. Section 9. Continued Validity. If any section, paragraph, clause or provision of this resolution shall be invalid or ineffective for any reason, the remainder of this resolution shall remain in full force and effect, it being expressly hereby found and declared that the remainder of this resolution would have been adopted by the City Council despite the invalidity of such section, paragraph, clause or provision. Section 10. Effective Date. All orders or resolutions in conflict herewith are hereby repealed insofar as such conflict exists, and this resolution shall take effect immediately upon its passage, the public welfare requiring it. 3 ADOPTED: June 12, 2006 APPROVED: ~C~~ Steven E. Sheiffer, City Manager ATTEST: Jean AP~RM Assistant City Attorney Proposed by: Prepared by: City Administration Finance Administration Motion by: Wellnitz, Tom Second by: Addie Councilmember Aye Nay Pass Absent Brien X Wellnitz, Tom X Williams X Brunner X Wellnitz, Tim X DeGarmo X Addie X 4