2011-791 RESOLUTION NUMBER 2011 -791
RESOLUTION AUTHORIZING THE ISSUANCE AND
SALE OF UP TO $986,325 SEWERAGE SYSTEM
REVENUE BONDS, SERIES 2011 AND PROVIDING FOR OTHER
DETAILS AND COVENANTS WITH RESPECT THERETO
WHEREAS, CITY OF JANESVILLE, Rock County, Wisconsin (the "Municipality ")
owns and operates a sewerage system (the "System ") which is operated for a public purpose as a
public utility by the Municipality; and
WHEREAS, certain improvements to the System are necessary to meet the needs of the
Municipality and the residents thereof, consisting of the construction of a project (the "Project ")
assigned Clean Water Fund Program Project No. 4335 -10 by the State of Wisconsin Department
of Natural Resources (the "Department of Natural Resources "), and as defined in Department of
Natural Resources approval letter for the plans and specifications, or portions thereof, issued
under Wis. Stat. Section 281.41; dated August 2, 2010, and assigned number S- 2010 -0539; and
WHEREAS, under the provisions of Chapter 66 of the Wisconsin Statutes any
municipality may, by action of its governing body, provide for purchasing, acquiring,
constructing, extending, adding to, improving, operating and managing a public utility from the
proceeds of bonds, which bonds are to be payable only from the revenues received from any
source by such utility, including all rentals and fees; and
WHEREAS, the Municipality has previously issued its (i) $346,280 Sewerage System
Revenue Bonds, Series 1992A (the "1992 Bonds "), which were authorized by the 1992
Resolution (as defined in Section 1), (ii) $532,330 Sewerage System Revenue Bonds, Series
1996 (the "1996 Bonds ") which were authorized by the 1996 Resolution (as defined in Section
1), (iii) $1,187,437 Sewerage System Revenue Bonds, Series 1998 (the "1998 Bonds ") which
were authorized by the 1998 Resolution (as defined in Section 1); (iv) $306,292 Sewerage
System Revenue Bonds, Series 2000 (the "2000 Bonds "), which were authorized by the 2000
Resolution (as defined in Section 1); (v) $1,100,828 Sewerage System Revenue Bonds, Series
2001 (the "2001 Bonds "), which were authorized by the 2001 Resolution (as defined in Section
1); (vi) $2,032,973 Sewerage System Revenue Bonds, Series 2004 (the "2004 Bonds "), which
were authorized by the 2004 Resolution (as defined in Section 1); and (vii) $27, 212,000
Sewerage System Revenue Bonds, Series 2010 (the "2010 Bonds" and, collectively with the
1992 Bonds, the 1996 Bonds, the 1998 Bonds, the 2000 Bonds, the 2001 Bonds and the 2004
Bonds, the "Prior Bonds ") which were authorized by the 2010 Resolution (as defined in Section
1 and, collectively with the 1992 Resolution, the 1996 Resolution, the 1998 Resolution, the 2000
Resolution, the 2001 Resolution and the 2004 Resolution, the "Prior Resolutions "); and
WHEREAS, the Prior Resolutions permit the issuance of additional bonds on a parity
with the Prior Bonds upon certain conditions, and those conditions have been met with respect to
the issuance of bonds pursuant to this resolution; and
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WHEREAS, the Municipality deems it to be necessary, desirable and in its best interest
to authorize and sell sewerage system revenue bonds of the Municipality payable solely from the
revenues of the System, pursuant to the provisions of Section 66.0621 of the Wisconsin Statutes,
to pay the cost of the Project; and
WHEREAS, other than "preliminary expenditures" as defined in the Treas. Reg. 26
C.F.R. 1.150 -2 in an amount not exceeding 20% of the principal amount of the bonds authorized
to be issued by this resolution, or other than a "de minimis" amount as defined in Treas. Reg. 26
C.F.R. 1.150 -2 in an amount not exceeding the lesser of $100,000 or 5% of the principal amount
of the bonds authorized to be issued by this resolution, all of the proceeds loaned to the
Municipality will be used for Project costs paid by the Municipality subsequent to (i) the date
which is 60 days prior to the date on which the Municipality adopted a "declaration of intent"
pursuant to Treas. Reg. 26 C.F.R. 1.150 -2 stating its intent to reimburse other funds of the
Municipality previously used to finance the Project, or (ii) the date on which the bonds
authorized herein are issued; and
WHEREAS, other than the Prior Bonds, no bonds or obligations payable from the
revenues of the System are now outstanding;
NOW, THEREFORE, be it resolved by the Governing Body of the Municipality that:
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by implication requires otherwise:
"Act" means Section 66.0621 of the Wisconsin Statutes;
"Bond Registrar" means the Municipal Treasurer, who shall act as Paying Agent for the
Bonds;
"Bonds" mean the $986,325 Sewerage System Revenue Bonds, Series 2011 of the
Municipality dated their date of issuance, authorized to be issued by this Resolution;
"Bond Year" means the twelve -month period ending on each May 1;
"Current Expenses" means the reasonable and necessary costs of operating, maintaining,
administering and repairing the System, including salaries, wages, costs of materials and
supplies, insurance, and audits, but shall exclude depreciation, debt service, tax equivalents and
capital expenditures;
"Debt Service Fund" means the Debt Service Fund of the Municipality, which shall be
the "special redemption fund" as such term is defined in the Act;
"Financial Assistance Agreement" means the Financial Assistance Agreement by and
between the State of Wisconsin by the Department of Natural Resources and the Department of
Administration and the Municipality pursuant to which the Bonds are to be issued and sold to the
State, substantially in the form attached hereto and incorporated herein by reference;
"Fiscal Year" means the twelve -month period ending on each December 31;
4844 - 7403 - 7769.2 2
"Governing Body" means the City Council, or such other body as may hereafter be the
chief legislative body of the Municipality;
"Municipality" means City of Janesville, Wisconsin;
"Municipal Treasurer" means the Treasurer of the Municipality, who shall act as Bond
Registrar and Paying Agent;
"Net Revenues" means the gross earnings of the System after deduction of Current
Expenses; gross earnings shall include earnings of the System derived from sewerage charges
imposed by the Municipality, all payments to the Municipality under any wastewater treatment
service agreements between the Municipality and any contract users of the System, and any other
monies received from any source including all rentals and fees and any special assessments
levied and collected in connection with the Project;
"1992 Bonds" means the Sewerage System Revenue Bonds, Series 1992A, issued
pursuant to the 1992 Resolution;
"1996 Bonds" means the Sewerage System Revenue Bonds, Series 1996, issued pursuant
to the 1996 Resolution;
"1998 Bonds" means the Sewerage System Revenue Bonds, Series 1998, issued pursuant
to the 1998 Resolution;
"2000 Bonds" means the Sewerage System Revenue Bonds, Series 2000, issued pursuant
to the 2000 Resolution;
"2001 Bonds" means the Sewerage System Revenue Bonds, Series 2001, issued pursuant
to the 2001 Resolution;
"2004 Bonds" means the Sewerage System Revenue Bonds, Series 2004, issued pursuant
to the 2004 Resolution;
"2010 Bonds" means the Sewerage System Revenue Bonds, Series 2010, issued pursuant
to the 2010 Resolution;
"1992 Resolution" means the resolution passed on September 10, 1992 authorizing the
issuance of the 1992 Bonds;
"1996 Resolution" means the resolution passed May 20, 1996 authorizing the issuance of
the 1996 Bonds;
"1998 Resolution" means the resolution passed April 13, 1998 authorizing the issuance
of the 1998 Bonds;
"2000 Resolution" means the resolution passed April 10, 2000 authorizing the issuance
of the 2000 Bonds;
4844 - 7403 - 7769.2 3
"2001 Resolution" means the resolution passed October 8, 2001, authorizing the issuance
of the 2001 Bonds;
"2004 Resolution" means the resolution passed March 8, 2004, authorizing the issuance
of the 2004 Bonds;
"2010 Resolution" means the resolution passed March 22, 2010, authorizing the issuance
of the 2010 Bonds;
"Parity Bonds" means bonds payable from the revenues of the System other than the
Bonds but issued on a parity and equality with the Bonds pursuant to the restrictive provisions of
Section 11 of this Resolution;
"Prior Bonds" means the 1992 Bonds, the 1996 Bonds, the 1998 Bonds, the 2000 Bonds,
the 2001 Bonds, the 2004 Bonds and the 2010 Bonds;
"Project" means the Project described in the preamble to this Resolution. All elements of
the Project are to be owned and operated by the Municipality as part of the System as described
in the preamble hereto;
"Record Date" means the close of business on the fifteenth day of the calendar month
next preceding any principal or interest payment date; and
"System" means the entire sewerage system of the Municipality, specifically including
that portion of the Project owned by the Municipality and including all property of every nature
now or hereafter owned by the Municipality for the collection, transmission, treatment and
disposal of domestic and industrial sewerage and waste, including all improvements and
extensions thereto made by the Municipality while any of the Bonds and Parity Bonds remain
outstanding, including all real and personal property of every nature constituting part of or used
or useful in connection with such sewerage system and including all appurtenances, contracts,
leases, franchises, and other intangibles.
Section 2. Authorization of the Bonds and the Financial Assistance Agreement. For
the purpose of paying the cost of the Project (including legal, fiscal, engineering and other
expenses), there shall be borrowed on the credit of the income and revenue of the System up to
the sum of $986,325; and fully registered revenue bonds of the Municipality are authorized to be
issued in evidence thereof and sold to the State of Wisconsin Clean Water Fund Program in
accordance with the terms and conditions of the Financial Assistance Agreement, which is
incorporated herein by this reference and the City Manager and the City Clerk of the
Municipality are hereby authorized, by and on behalf of the Municipality, to execute the
Financial Assistance Agreement.
Section 3. Terms of the Bonds. The Bonds shall be designated "Sewerage System
Revenue Bonds, Series 2011" (the "Bonds "); shall be dated May 11, 2011; shall be numbered
one and upward; shall bear interest at the rate of 2.40% per annum, calculated on the basis of a
360 -day year made up of twelve 30 -day months; shall be issued in denominations of $0.01 or
any integral multiple thereof; and shall mature on the dates and in the amounts as set forth in
Exhibit B of the Financial Assistance Agreement. Interest on the Bonds shall be payable
4844 - 7403 - 7769.2 4
commencing on November 1, 2011 and semiannually thereafter on May 1 and November 1 of
each year. The Bonds shall not be subject to redemption prior to maturity except as provided in
the Financial Assistance Agreement.
The schedule of maturities of the Bonds is found to be such that the amount of annual
debt service payments is reasonable in accordance with prudent municipal utility practices.
Section 4. Form, Execution, Registration and Payment of the Bonds. The Bonds
shall be issued as registered obligations in substantially the form attached hereto as Exhibit A
and incorporated herein by this reference.
The Bonds shall be executed in the name of the Municipality by the manual signatures of
the City Manager and the City Clerk, and shall be sealed with its official or corporate seal, if any.
The principal of, premium, if any, and interest on the Bonds shall be paid by the
Municipal Treasurer, who is hereby appointed as the Municipality's registrar (the "Bond
Registrar ").
Both the principal of and interest on the Bonds shall be payable in lawful money of the
United States of America by the Bond Registrar. Payment of principal of the final maturity on
the Bonds will be payable upon presentation and surrender of the Bonds to the Bond Registrar.
Payment of principal on the Bonds (except the final maturity) and each installment of interest
shall be made to the registered owner of each Bonds who shall appear on the registration books
of the Municipality, maintained by the Bond Registrar, on the Record Date and shall be paid by
electronic transfer or by check or draft of the Municipality and mailed to such registered owner
at his or its address as appears on such registration books or at such other address may be
furnished in writing to such registered owner to the Bond Registrar.
Section 5. Security for the Bonds. The Bonds, together with interest thereon, shall not
constitute an indebtedness of the Municipality nor a charge against its general credit or taxing
power. The Bonds, together with interest thereon, shall be payable only out of the Debt Service
Fund hereinafter created and established, and shall be a valid claim of any holder thereof only
against such Debt Service Fund and the revenues of the System pledged to such fund on a parity
with the pledge granted to the holders of the Prior Bonds. Sufficient revenues are hereby
pledged to said Debt Service Fund, and shall be used for no other purpose than to pay the
principal of, premium, if any, and interest on the Bonds as the same becomes due.
Section 6. Funds and Accounts. In accordance with the Act, for the purpose of the
application and proper allocation of the revenues of the System, and to secure the payment of the
principal of and interest on the Prior Bonds, the Bonds and Parity Bonds, certain funds of the
System were created and established pursuant to the 1992 Resolution are hereby continued and
shall be used solely for the following respective purposes:
(a) Revenue Fund, into which shall be deposited as received the entire gross
earnings of the System, which money shall then be divided among the Operation and
Maintenance Fund, the Debt Service Fund and the Surplus Fund in the amounts and in
the manner set forth in Section 7 hereof and used for the purposes described below.
4844 - 7403 - 7769.2 5
(b) Operation and Maintenance Fund, which shall be used for the payment of
Current Expenses.
(c) Debt Service Fund, which shall be used for the payment of the principal
of, premium, if any, and interest on the Prior Bonds, the Bonds and any Parity Bonds as
the same becomes due.
(d) Surplus Fund, which shall first be used whenever necessary to pay
principal of, premium, if any, or interest on the Prior Bonds, the Bonds and Parity Bonds
when the Debt Service Fund shall be insufficient for such purpose, and thereafter shall be
disbursed as follows: (i) at any time, to remedy any deficiency in any of the Funds
provided in this Section 6 hereof; and (ii) money thereafter remaining in the Surplus Fund
at the end of any Fiscal Year may be transferred to any of the Funds or accounts created
herein or to reimburse the general fund of the Municipality for advances made by the
Municipality to the System or for any other lawful purpose.
Section 7. Application of Revenues. After the delivery of the Bonds, the entire gross
earnings of the System shall be deposited as collected in the Revenue Fund and shall be
transferred monthly to the funds listed below in the following order of priority and in the manner
set forth below:
(a) to the Operation and Maintenance Fund, an amount equal to the estimated
Current Expenses for such month and for the following month (after giving affect to
available amounts in said Fund from prior deposits);
(b) to the Debt Service Fund, an amount equal to one -sixth of the next
installment of interest coming due on the Prior Bonds, the Bonds and any Parity Bonds
then outstanding and an amount equal to one - twelfth of the installment of principal of the
Prior Bonds, the Bonds and any Parity Bonds coming due during such Bond Year (after
giving affect to available amounts in said account from accrued interest, any premium or
any other source); and
(c) to the Surplus Fund, any amount remaining in the Revenue Fund after the
monthly transfers required above have been completed.
Transfers from the Revenue Fund to the Operation and Maintenance Fund, the Debt
Service Fund and the Surplus Fund shall be made monthly not later than the tenth day of each
month, and such transfer shall be applicable to monies on deposit in the Revenue Fund as of the
last day of the month preceding. Any other transfers and deposits to any Fund required or
permitted by subsection (a) through (c) of this Section, except transfers or deposits which are
required to be made immediately or annually, shall be made on or before the tenth day of the
month. Any transfer or deposit required to be made at the end of any Fiscal Year shall be made
within 60 days after the close of such Fiscal Year. If the tenth day of any month shall fall on a
day other than a business day, such transfer or deposit shall be made on the next succeeding
business day.
It is the express intent and determination of the Governing Body that the amounts
transferred from the Revenue Fund and deposited in the Debt Service Fund shall be sufficient in
4844 - 7403 - 7769.2 6
any event to pay the interest on the Prior Bonds, the Bonds and any Parity Bonds as the same
accrues and the principal thereof as the same matures.
Section 8. Deposits and Investments. The Debt Service Fund shall be kept apart from
moneys in the other Funds and Accounts and the same shall be used for no purpose other than
the prompt payment of principal of and interest on the Prior Bonds, the Bonds and any Parity
Bonds as the same becomes due and payable. All moneys therein shall be deposited in special
and segregated accounts in a public depository selected under Chapter 34 of the Wisconsin
Statutes and may be temporarily invested until needed in legal investments subject to the
provisions of Section 66.0603(1m) of the Wisconsin Statutes. The other funds herein created
(except the Sewerage System CWFP Project Fund) may be combined in a single account in a
public depository selected in the manner set forth above and may be temporarily invested until
needed in legal investments subject to the provisions of Section 66.0603(lm) of the Wisconsin
Statutes.
Section 9. Service to the Municipality. The reasonable cost and value of services
rendered to the Municipality by the System by furnishing sewerage services for public purposes
shall be charged against the Municipality and shall, to the extent permitted by law, be paid in
monthly installments as the service accrues, out of the current revenues of the Municipality
collected or in the process of collection, exclusive of the revenues derived from the System; that
is to say, out of the tax levy of the Municipality made by it to raise money to meet its necessary
current expenses. The reasonable cost and value of such service to the Municipality in each year
shall be equal to an amount which, together with other revenues of the System, will produce in
each Bond Year Net Revenues equivalent to not less than the annual principal and interest
requirements on the Prior Bonds, the Bonds, any Parity Bonds, and any other debt obligations
payable from the revenues of the System then outstanding times the greater of (a) 110 %, or
(b) the highest debt service coverage ratio required with respect to any debt obligations payable
from the revenues of the System then outstanding. However, such payment out of the tax levy
shall be subject to (i) approval of the Public Service Commission, or successors to its function, if
applicable, (ii) yearly appropriations therefor, and (iii) applicable levy limitations, if any; but
neither this Resolution nor such payment shall be construed as constituting an obligation of the
Municipality to make any such appropriation over and above the reasonable cost and value of the
services rendered to the Municipality and its inhabitants or to make any subsequent payment
over and above such reasonable cost and value.
Section 10. Operation of System; Municipality Covenants. It is covenanted and
agreed by the Municipality with the owner or owners of the Bonds, and each of them, that the
Municipality will perform all of the obligations as set forth in the Financial Assistance
Agreement.
Section 11. Additional Bonds. The Bonds are issued on a parity with the Prior Bonds.
No bonds or obligations payable out of the revenues of the System may be issued in such manner
as to enjoy priority over the Bonds. Additional obligations may be issued if the lien and pledge
is junior and subordinate to that of the Bonds. Parity Bonds may be issued only under the
following circumstances:
4844 - 7403 - 7769.2 7
(a) Additional Parity Bonds may be issued for the purpose of completing the
Project and for the purpose of financing costs of the Project which are ineligible for
payment under the State of Wisconsin Clean Water Fund Program. However, such
additional Parity Bonds shall be in an aggregate amount not to exceed 20% of the face
amount of the Bonds; or
(b) Additional Parity Bonds may also be issued if all of the following
conditions are met:
(i) The Net Revenues of the System for the Fiscal Year immediately
preceding the issuance of such additional bonds must have been in an amount at
least equal to the maximum annual interest and principal requirements on all
bonds outstanding payable from the revenues of the System, and on the bonds
then to be issued, times the greater of (A) 1.10 or (B) the highest debt service
coverage ratio to be required with respect to the Additional Parity Bonds then to
be issued or on any debt obligations payable from the revenues of the System then
outstanding. Should an increase in permanent rates and charges, including those
made to the Municipality, be properly ordered and made effective during the
Fiscal Year immediately prior to the issuance of such additional bonds or during
that part of the Fiscal Year of issuance prior to such issuance, then Net Revenues
for purposes of such computation shall include such additional revenues as an
independent certified public accountant, consulting professional engineer or the
Wisconsin Public Service Commission may certify would have accrued during the
prior Fiscal Year had the new rates been in effect during that entire immediately
prior Fiscal Year.
(ii) The payments required to be made into the Funds enumerated in
Section 6 of this Resolution must have been made in full.
(iii) The Additional Parity Bonds must have principal maturing on
May 1 of each year and interest falling due on May 1 and November 1 of each
year.
(iv) The proceeds of the Additional Parity Bonds must be used only for
the purpose of providing extensions or improvements to the System, or to refund
obligations issued for such purpose.
Section 12. Sale of Bonds. The sale of the Bonds to the State of Wisconsin Clean Water
Fund Program for the purchase price of up to $986,325, and at par, is ratified and confirmed; and
the officers of the Municipality are authorized and directed to do any and all acts, including
executing the Financial Assistance Agreement and the Bonds as hereinabove provided, necessary
to conclude delivery of the Bonds to said purchaser, as soon after adoption of this Resolution as
is convenient. The purchase price for the Bonds shall be paid upon requisition therefor as
provided in the Financial Assistance Agreement.
Section 13. Application of Bond Proceeds. The proceeds of the sale of the Bonds shall
be deposited by the Municipality into a special fund designated as "Sewerage System CWFP
4844 - 7403 - 7769.2 8
Project Fund." The Sewerage System CWFP Project Fund shall be used solely for the purpose
of paying the costs of the Project (including capitalized interest, if any, on the Bonds) as more
fully described in the preamble hereof and in the Financial Assistance Agreement. Moneys in
the Sewerage System CWFP Project Fund shall be disbursed within three business days of their
receipt from the State of Wisconsin and shall not be invested in any interest - bearing account.
Section 14. 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 Municipality may, from 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 a 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
Municipality; provided, however, that no amendment shall permit any change in the pledge of
revenues derived from the System or 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 15. Defeasance. When all Bonds have been discharged, all pledges, covenants
and other rights granted to the owners thereof by this Resolution shall cease. The Municipality
may discharge all Bonds due on any date 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 by the U.S. government, or by 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 Municipality'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 Municipality'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 16. Rebate Fund. Unless the Bonds are exempt from the rebate requirements of
the IRS of 1986, as amended, the Municipality shall establish and maintain a separate account
for the Bonds to be known as the "Rebate Fund." The sole purpose of the Rebate Fund is to
provide for the payment of any rebate liability with respect to the Bonds under the relevant
provisions of the Internal Revenue Code of 1986, as amended (the "Code "), and the Treasury
Regulations promulgated thereunder (the "Regulations "). The Rebate Fund shall be maintained
by the Municipality until all required rebate payments with respect to the Bonds have been made
in accordance with the relevant provisions of the Code and the Regulations.
The Municipality hereby covenants and agrees that it shall pay to the United States from
the Rebate Fund, at the times and in the amounts and manner required by the Code and the
Regulations, the portion of the "rebate amount" (as defined in Section 1.148 -3(b) of the
4844 - 7403 - 7769.2 9
Regulations) that is due as of each "computation date" (within the meaning of Section 1.148 -3(e)
of the Regulations). As of the date of this Resolution, the provisions of the Regulations
specifying the required amounts of rebate installment payments and the time and manner of such
payments are contained in Sections 1.148 -3(f) and (g) of the Regulations, respectively. Amounts
held in the Rebate Fund and the investment income therefrom are not pledged as security for the
Bonds or any parity bonds and may only be used for the payment of any rebate liability with
respect to the Bonds.
The Municipality may engage the services of accountants, attorneys or other consultants
necessary to assist it in determining the rebate payments, if any, owed to the Unites States with
respect to the Bonds. The Municipality shall maintain or cause to be maintained records of
determinations of rebate liability with respect to the Bonds for each computation date until
six years after the retirement of the last of the Bonds. The Municipality shall make such records
available to the State of Wisconsin upon reasonable request therefor.
Section 17. Resolution a Contract. The provisions of this Resolution shall constitute a
contract between the Municipality and the owner or owners of the Bonds, and after issuance of
any of the Bonds no change or alteration of any kind in the provisions of this Resolution may be
made, except as provided in Section 14, until all of the Bonds have been paid in full as to both
principal and interest. The owner or owners of any of the Bonds shall have the right in addition
to all other rights, by mandamus or other suit or action in any court of competent jurisdiction, to
enforce such owner's or owners' rights against the Municipality, the Governing Body, and any
and all officers and agents thereof including, but without limitation, the right to require the
Municipality, 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 18. Continuing Disclosure. The officers of the Municipality are hereby
authorized and directed, if requested by the State, to provide to the State of Wisconsin Clean
Water Fund Program (the "CWFP ") and to such other persons or entities as directed by the
CWFP such ongoing disclosure regarding the Municipality's financial condition and other
matters, at such times and in such manner as the CWFP may require, in order that securities
issued by the Municipality and the CWFP satisfy rules and regulations promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or
may be amended from time to time imposed on brokers and dealers of municipal securities
before the brokers and dealers may buy, sell, or recommend the purchase of such securities.
Section 19. Conflicting Resolutions. All ordinances, resolutions (other than 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 as long as the Prior Bonds are outstanding.
4844 - 7403 - 7769.2 10
ADOPTED: April 11, 2011 Motion by: Steeber
Second by: Rashk in
APPROVED: / Councilmember Aye Nay Pass Absent
/ Brunner X
McDonald X
E c J. L-., j� City Manager Perrotto X
ATTES Rashkin X
Steeber X
4 /lir Tru man X
J n Ann Wulf, City Clerk urer Truma Voskuil X
APPROVED AS TO FORM:
(14.4(W
Wald Klimczyk, City Attorney
Proposed by: Accounting Division/Utility Director
Prepared by: Bond Counsel
4844 -7403- 7769.2 11
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
REGISTERED REGISTERED
NO. R - 1 STATE OF WISCONSIN $986,325
COUNTY OF ROCK
CITY OF JANESVILLE
SEWERAGE SYSTEM REVENUE BONDS, SERIES 2011
Final Date of
Maturity Date Original Issue
May 1, 2031 May 11, 2011
REGISTERED OWNER: STATE OF WISCONSIN CLEAN WATER FUND PROGRAM
KNOW ALL MEN BY THESE PRESENTS that the City of Janesville, Rock County,
Wisconsin, (the "Municipality ") hereby acknowledges itself to owe and for value received
promises to pay to the registered owner shown above, or registered assigns, solely from the fund
hereinafter specified, the principal sum of an amount not to exceed $986,325 (but only so much
as shall have been drawn hereunder, as provided below) on May 1 of each year commencing
May 1, 2012 until the final maturity date written above, together with interest thereon (but only
on amounts as shall have been drawn hereunder, as provided below) from the dates the amounts
are drawn hereunder or the most recent payment date to which interest has been paid, at the rate
of 2.40% per annum, calculated on the basis of a 360 -day year made up of twelve 30 -day
months, such interest being payable on the first days of May and November of each year, with
the first interest being payable on November 1, 2011.
The principal amount evidenced by this Bond may be drawn upon by the Municipality in
accordance with the Financial Assistance Agreement entered by and between the Municipality
and the State of Wisconsin by the Department of Natural Resources and the Department of
Administration including capitalized interest transferred (if any). The principal amounts so
drawn shall be repaid in installments on May 1 of each year commencing on May 1, 2012 in an
amount equal to an amount which when amortized over the remaining term of this Bond plus
current payments of interest (but only on amounts drawn hereunder) at 2.40% per annum shall
result in equal annual payments of the total of principal and the semiannual payments of interest.
The State of Wisconsin Department of Administration shall record such draws and
corresponding principal repayment schedule on a cumulative basis in the format shown on the
attached Exhibit A.
4844 - 7403 - 7769.2
Both principal and interest hereon are hereby made payable to the registered owner in
lawful money of the United States of America. On the final maturity date, principal of this Bond
shall be payable only upon presentation and surrender of this Bond at the office of the Municipal
Treasurer. Principal hereof (except the final maturity) and interest hereon shall be payable by
electronic transfer or by check or draft dated on or before the applicable payment date and
mailed from the office of the Municipal Treasurer to the person in whose name this Bond is
registered at the close of business on the fifteenth day of the calendar month next preceding such
interest payment date.
The Bonds shall not be redeemable prior to their maturity, except with the consent of the
registered owner.
This Bond is transferable only upon the books of the Municipality kept for that purpose at
the office of the Municipal Treasurer, by the registered owner in person or its duly authorized
attorney, upon surrender of this Bond, together with a written instrument of transfer (which may
be endorsed hereon) satisfactory to the Municipal Treasurer, duly executed by the registered
owner or its duly authorized attorney. Thereupon a replacement Bond shall be issued to the
transferee in exchange therefor. The Municipality may deem and treat the person 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 interest hereof and for all other purposes. This Bond is issuable
solely as a negotiable, fully- registered bond, without coupons, and in denominations of $0.01 or
any integral multiple thereof.
This Bond is issued for the purpose of providing for the payment of the cost of
constructing improvements to the Sewerage System of the Municipality, pursuant to Article XI,
Section 3, of the Wisconsin Constitution, Section 66.0621, Wisconsin Statutes, and a resolution
adopted April 11, 2011, and entitled: "Resolution Authorizing the Issuance and Sale of up to
$986,325 Sewerage System Revenue Bonds, Series 2011 and Providing for Other Details and
Covenants with Respect Thereto ", and is payable only from the income and revenues derived
from the operation of the Sewerage System of the Municipality (the "Utility "). The Bonds are
issued on a parity with the Municipality's Sewerage System Revenue Bonds, Series 1992A,
Series 1996, Series 1998, Series 2000, Series 2001, Series 2004 and Series 2010. This Bond
does not constitute an indebtedness of said Municipality 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 Municipality from the operation of its
Utility 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.
4844 - 7403 - 7769.2 A -2
IN WITNESS WHEREOF, the Municipality has caused this Bond to be signed by the
signatures of its City Manager and City Clerk, and its corporate seal (or a true facsimile thereof)
to be impressed (or imprinted) hereon, all as of the date of original issue specified above.
CITY OF JANESVILLE, WISCONSIN
[SEAL]
By
Name
Eric J. Levitt, City Manager
By
Name
Jean A. Wulf, City Clerk- Treasurer
4844 - 7403 - 7769.2 A-3
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Please print or typewrite name and address, including zip code, of Assignee).
Please insert Social Security or other identifying number of Assignee
, the within Bond, and all rights thereunder, hereby irrevocably
constituting and appointing Attorney to transfer said Bond on
the books kept for the registration thereof with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within Bond in every
particular, without alteration or enlargement or
any change whatever.
Signature(s) guaranteed by:
4844 - 7403 - 7769.2 A -4
EXHIBIT A TO BOND FORM
$986,325
CITY OF JANESVILLE, WISCONSIN
SEWERAGE SYSTEM REVENUE BONDS, SERIES 2011
Amount of Date of Series of Principal Principal
Disbursement Disbursement Bonds Repaid Balance
4844 - 7403 - 7769.2 A -5
PRINCIPAL REPAYMENT SCHEDULE
Date Principal Amount
May 1, 2012 $ 39,002.00
May 1, 2013 39,938.05
May 1, 2014 40,896.57
May 1, 2015 41,878.08
May 1, 2016 42,883.16
May 1, 2017 43,912.35
May 1, 2018 44,966.25
May 1, 2019 46,045.44
May 1, 2020 47,150.53
May 1, 2021 48,282.14
May 1, 2022 49,440.91
May 1, 2023 50,627.50
May 1, 2024 51,842.56
May 1, 2025 53,086.78
May 1, 2026 54,360.86
May 1, 2027 55,665.52
May 1, 2028 57,001.49
May 1, 2029 58,369.53
May 1, 2030 59,770.40
May 1, 2031 61,204.88
4844 - 7403 - 7769.2