2013-1009 RESOLUTION NO. 2013 -1009
RESOLUTION AUTHORIZING THE ISSUANCE OF $4,235,000
TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013, OF THE
CITY OF JANESVILLE, WISCONSIN, AND
PROVIDING THE DETAILS THEREOF
Be it resolved by the City Council of the City of Janesville, Wisconsin, as follows:
Section 1. Authority and Purpose. This resolution is adopted pursuant to
Chapter 67 of the Wisconsin Statutes to authorize the issuance of Bonds for the -
improvements or purposes described below.
First, $1,205,000 for the purpose of refunding General Obligation Promissory
Notes, Series 2005; and
Second, $3,030,000 for the purpose or refunding Taxable General Obligation
Promissory Notes, Series 2005.
The foregoing improvements or purposes are each hereby authorized to be
made or undertaken by the City of Janesville, Wisconsin. For the purpose of paying
principal of and interest on the Bonds, there is hereby levied on all the taxable property
in the City a direct, annual, irreparable tax sufficient for that purpose.
Section 2. Authorization and Terms of Bonds. To meet part of the estimated
cost of the improvements or purposes described in Section 1 of this resolution, there is
hereby appropriated the sum of $4,235,000. For the purpose of financing said
appropriation, (i) Series 2013 Bonds of the City shall be issued and sold in an aggregate
principal amount of $4,235,000 and shall be designated Taxable General Obligation
Refunding Bonds, Series 2013 (the "Bonds "). The Bonds shall be designated as
described in Section 1 and shall be issuable in the denominations of $5,000 or any
integral multiple thereof. Each series of Bonds shall be numbered consecutively from 1
upwards in order of their issuance and may bear such other identifying numbers or
letters as may be useful to facilitate the registration, transfer and exchange thereof.
Each Bond shall be dated as of the interest payment date next preceding the date of
issuance thereof, except that (a) if such date of issuance shall be prior to the first
interest payment date, said Bond shall be dated as of the date of its initial delivery, (b) if
such date of issuance shall be an interest payment date, said Bond shall be dated as of
such interest payment date, or (c) if interest due on said Bond shall not have been paid
in full, then, notwithstanding any of the foregoing provisions, said Bond shall be dated
as of the date to which interest has been paid in full on said Bond. The Bonds shall
mature and bear interest on the dates and in the amounts established by subsequent
action of the City Council.
The principal of and premium, if any, on the Bonds shall be payable in lawful
money of the United States of America at the principal corporate trust office of the bank,
trust company or national banking association designated in Section 7 of this resolution,
as Bond registrar, or at any additional or successor paying agent or fiscal agent
designated by the City pursuant to Section 67.10(2), Wisconsin Statutes. Interest on
the Bonds shall be payable in lawful money of the United States of America on each
interest payment date to the registered owners of record thereof appearing on the
registration books maintained by the City for such purpose at the principal office of the
Bond registrar, as of the close of business on the fifteenth day of the calendar month
next preceding the applicable interest payment date. Interest on the Bonds shall be
paid by check or draft mailed to such registered owners at their addresses appearing on
the registration books.
The Bonds shall be subject to redemption prior to maturity as provided by
subsequent action of the City Council.
In the event of the redemption of less than all of a series of Bonds of like
maturity, the aggregate principal amount thereof to be redeemed shall be $5,000 or an
integral multiple thereof, and the Bond registrar shall assign each Bond of such maturity
a distinctive number for each $5,000 principal amount of such Bond and shall select by
lot from the numbers so assigned as many numbers as, at $5,000 for each number,
shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned the numbers so selected,
provided that only so much of the principal amount of each Bond shall be redeemed as
shall equal $5,000 for each number assigned to it and so selected.
Notice of the redemption of Bonds shall be mailed not less than 30 days nor
more than 60 days prior to the date fixed for such redemption to the registered owners
of Bonds to be redeemed at their last addresses appearing on said registration books.
The Bonds or portions thereof specified in said notice shall become due and payable at
the applicable redemption price on the redemption date therein designated, and if, on
the redemption date, moneys for payment of the redemption price of all the Bonds or
portions thereof to be redeemed, together with interest to the redemption date, shall be
available for such payment on said date, then from and after the redemption date
interest on such Bonds or portions thereof shall cease to accrue and shall become —
payable. If there shall be drawn for redemption less than all of a Bond, the City shall
execute and the Bond registrar shall authenticate and deliver, upon the surrender of
such Bond, without charge to the owner thereof, for the unredeemed balance of the
Bond so surrendered, Bonds of like maturity and of the denomination of $5,000 or any
integral multiple thereof.
The Bonds may be initially issued in temporary form and shall be exchanged for
definitive printed Bonds as soon as possible. The temporary Bonds shall be executed
as provided herein and shall be in substantially the form set forth in Section 5 hereof.
Section 3. Execution and Authentication of Bonds. The Bonds shall be
executed in the name of the City by the manual or facsimile signatures of its City
Manager and City Clerk, and the corporate seal of the City, or a facsimile thereof, shall
be thereunto affixed, impressed or otherwise reproduced thereon.
In case any officer whose signature, or a facsimile of whose signature, shall
appear on any Bonds shall cease to hold such office before the issuance of the Bonds,
such Bonds shall nevertheless be valid and sufficient for all purposes, the same as if the
person whose signature, or a facsimile thereof, appears on such Bonds had not ceased
to hold such office. Any Bond may be signed, sealed or attested on behalf of the City
by any person who, on the date of such act, shall hold the proper office, notwithstanding
that at the date of such Bond such person may not have held such office. No recourse
shall be had for the payment of any Bonds against any officer who executes the Bonds.
The Bonds shall bear thereon a certificate of authentication executed manually
by the Bond registrar. No Bond shall be entitled to any right or benefit under this
resolution or shall be valid or obligatory for any purpose until such certificate of
authentication shall have been duly executed by the Bond registrar.
Section 4. General Obligations. The full faith and credit of the City are hereby
irrevocably pledged to the punctual payment of the principal of and interest on the _
Bonds. The Bonds shall be direct and general obligations of the City, and the City shall -
be obligated to levy ad valorem taxes upon all the taxable property in the City for the
payment of the Bonds and the interest thereon, without limitation as to rate or amount.
Section 5. Form of Bonds. The Bonds shall be issued as fully registered
Bonds and shall be substantially in the following form, the blanks to be appropriately
completed when the Bonds are printed:
[FORM OF BOND]
United States of America -
State of Wisconsin
County of Rock
CITY OF JANESVILLE
TAXABLE GENERAL OBLIGATION REFUNDING BOND, -
SERIES 2013
REGISTERED NO. REGISTERED $
Dated Date Interest Rate Maturity Date CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The CITY OF JANESVILLE, a municipal corporation of the State of Wisconsin
situate in the County of Rock, acknowledges itself indebted and for value received
hereby promises to pay to the registered owner identified above, or registered assigns,
the principal amount specified above on the maturity date specified above, unless this
Bond shall be redeemable and shall have previously been called for redemption and
payment of the redemption price made or provided for, and to pay interest on such
principal amount from the dated date hereof at the interest rate per annum specified
above, payable in lawful money of the United States of America on February 1, 2014,
and semiannually thereafter on the first days of August and February in each year until
the principal amount shall have been paid, by check or draft mailed to the registered
owner of record hereof as of the fifteenth day of the calendar month next preceding
such interest payment date, at the address of such owner appearing on the registration
books maintained by the City for such purpose at the principal corporate trust office of
Wells Fargo Bank, N.A., in the City of Chicago, Illinois, as fiscal agent pursuant to
Section 67.10(2), Wisconsin Statutes, and as Bond registrar or its successor (the "Bond
Registrar "). This Bond, as to principal and premium, if any, when due, will be payable in
lawful money of the United States of America upon presentation and surrender of this
Bond at the office of the Bond Registrar. The full faith and credit of the City are
irrevocably pledged for the punctual payment of the principal of and interest on this
Bond according to its terms.
This Bond is part of a series of Bonds issued in the aggregate principal amount
of $4,235,000, which are all of like tenor except as to date, maturity, option of
redemption and rate of interest. The Bonds are being issued for the following purposes:
(i) to refund General Obligation Promissory Notes, Series 2005; and (ii) to refund
Taxable General Obligation Promissory Notes, Series 2005, including the costs of
issuance of the Bonds. The Bonds are authorized and issued under and pursuant to
Section 67.12(12) of the Wisconsin Statutes and under and in accordance with
resolutions adopted by the City Council of the City on April 22, 2013 and entitled:
"Resolution Authorizing the Issuance of $4,235,000 Taxable General Obligation
Refunding Bonds, Series 2013, of the City of Janesville, Wisconsin, and Providing the
Details Thereof "; and on May 13, 2013, and entitled: "Resolution Awarding $4,235,000
Taxable General Obligation Refunding Bonds, Series 2013,
of the City of Janesville,
Wisconsin, Establishing Interest Rates Thereon and Levying Taxes Therefor."
The Bonds maturing on or after February 1, 2023 are subject to redemption prior
to maturity as a whole or in part at the option of the City upon notice as herein provided,
in any order of maturity and by lot within a single maturity, on February 1, 2022, 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.
Notice of the redemption of Bonds shall be mailed not less than 30 days nor
more than 60 days prior to the date fixed for such redemption to the registered owners
of Bonds to be redeemed at their last addresses appearing on such registration books.
The Bonds or portions thereof specified in said notice shall become due and payable at
the applicable redemption price on the redemption date therein designated, and if, on
the redemption date, moneys for payment of the redemption price of all the Bonds or
portions thereof to be redeemed, together with interest to the redemption date, shall be
available for such payment on said date, then from and after the redemption date
interest on such Bonds or portions thereof shall cease to accrue and shall become
payable.
This Bond is transferable only upon such registration books by the registered
owner hereof in person, or by his attorney duly authorized in writing, upon surrender
hereof at the office of the Bond Registrar together with a written instrument of transfer
satisfactory to the Bond Registrar duly executed by the registered owner or by his duly
authorized attorney, and thereupon a new registered Bond or Bonds, in the authorized
denominations of $5,000 or any integral multiple thereof and of the same aggregate
principal amount, maturity and interest rate as this Bond shall be issued to the _
transferee in exchange therefor. In like manner, this Bond may be exchanged for an -
equal aggregate principal amount of Bonds of the same maturity and interest rate and of
any of such authorized denominations. The City or the Bond Registrar may make a
charge sufficient to reimburse it for any tax, fee or other governmental charge required
to be paid with respect to the transfer or exchange of this Bond. No other charge shall
be made for the privilege of making such transfer or exchange. The City and the Bond
Registrar may treat and consider 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, premium, if any, and the interest due hereon and for all other purposes
whatsoever.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been duly executed by the Bond
Registrar.
It is hereby certified, recited and declared that all acts, conditions and things
required to be done, exist and be performed precedent to and in the issuance of this
Bond in order to make it a legal, valid and binding obligation of the City have been done,
exist and have been performed in regular and due time, form and manner as required
by law, that a direct, annual, irreparable tax has been levied by the City sufficient to pay
the interest when it falls due and also to pay and discharge the principal at maturity, and
that the series of Bonds of which this Bond is one, together with all other indebtedness
of the City, is within every debt or other limit prescribed by law.
IN WITNESS WHEREOF, the CITY OF JANESVILLE has caused this Bond to be
executed in its name and on its behalf by the manual or facsimile signatures of its City
Manager and its City Clerk, and its corporate seal, or a facsimile thereof, to be hereunto
affixed or otherwise reproduced hereon.
CITY OF JANESVILLE
/�
By _dar AL
C Manag - ',
By iii ./ %rte .w
C Clerk
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This Bond is one of the General Obligation Promissory Bonds, Series 2013,
described in the within mentioned resolutions.
WELLS FARGO BANK, N.A., as
Bond Registrar
By
Authorized Officer
ASSIGNMENT
For value received the undersigned sells, assigns and transfers unto
the within Bond and hereby irrevocably constitutes
and appoints attorney to transfer the said Bond on
the books kept for registration thereof, with full power of substitution in the premises.
Dated
Signature Guaranty:
Section 6. Transfer, Exchange and Registry. The Bonds shall be negotiable,
subject to the provisions for registration of transfer contained herein. Each Bond shall
be transferable only upon the registration books maintained by the City for that purpose
at the office of the Bond registrar, by the registered owner thereof in person or by his
attorney duly authorized in writing, upon surrender thereof together with a written
instrument of transfer satisfactory to the Bond registrar and duly executed by the
registered owner or his duly authorized attorney. Upon the surrender for transfer of any
such Bond, the City shall execute and the Bond registrar shall authenticate and deliver
a new Bond or Bonds registered in the name of the transferee, of the same aggregate
principal amount, maturity and interest rate as the surrendered Bond. Bonds, upon
surrender thereof at the office of the Bond registrar, with a written instrument
satisfactory to the Bond registrar, duly executed by the registered owner or his attorney
duly authorized in writing, may be exchanged for an equal aggregate principal amount
of Bonds of the same maturity and interest rate and of the denominations of $5,000 or
any integral multiple thereof.
For every such exchange or registration of transfer of Bonds, the City or the
Bond registrar may make a charge sufficient to reimburse it for any tax, fee or other
governmental charge required to be paid with respect to such exchange or transfer,
which sum or sums shall be paid by the person requesting such exchange or transfer as -
a condition precedent to the exercise of the privilege of making such exchange or
transfer. No other charge shall be made for the privilege of making such transfer or
exchange.
The Bond registrar shall not be required to transfer or exchange any Bond after
notice of the redemption of all or a portion thereof has been mailed. The Bond registrar
shall not be required to transfer or exchange any Bond during a period of 15 days next
preceding the mailing of a notice of redemption that could designate for redemption all
or a portion of such Bond.
The City and the Bond registrar may deem and treat the person in whose name
any Bond shall be registered upon the registration books as the absolute owner of such
Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment
of, or on account of, the principal of, premium, if any, or interest thereon and for all other
purposes whatsoever, and all such payments so made to any such registered owner or
upon his order shall be valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sums or sums so paid, and neither the City nor the Bond
registrar shall be affected by any notice to the contrary.
In order to provide for the initial issuance of the Bonds in a form that provides for
a system of book -entry only transfers, the ownership of one fully registered Bond for
each maturity in the aggregate principal amount of such maturity shall be registered in
the name of Cede & Co., as a nominee of The Depository Trust Company, New York,
New York ( "DTC "). In the event that the City determines that the system of book -entry
only transfers through DTC (or a successor securities depository) is not in the best
interests of the Beneficial Owners (as hereinafter defined) of the Bonds or is
burdensome to the City, the City may notify DTC, whereupon DTC will notify the DTC
Participants (as hereinafter defined) of the availability through DTC of Bond certificates.
In such event, the City shall issue and the Bond registrar shall authenticate, transfer and
exchange Bond certificates as requested by DTC of like principal amount, series and
maturity, in denominations of $5,000 or any integral multiple thereof to the identifiable
Beneficial Owners, in replacement of such Beneficial Owners' beneficial interests in the
Bonds. For the purposes of this paragraph, the term "Beneficial Owners" shall mean
(a) those persons for whom DTC was created to hold their securities ( "DTC
Participants "), and (b) the persons for whom the DTC Participants acquire interests in
the Bonds as nominees.
Section 7. Bond Registrar. The City has contracted with and designated Wells
Fargo Bank, N.A., Chicago, Illinois, to serve as fiscal agent pursuant to
Section 67.10(2), Wisconsin Statutes, and as Bond registrar. The City covenants that it
maintain at the designated office of such Bond registrar a place where Bonds may be
presented for payment and registration of transfer or exchange and that it shall require
that the Bond registrar maintain proper registration books and perform the other duties
and obligations imposed upon it by this resolution in a manner consistent with the
standards, customs and practices of the municipal securities business.
The Bond registrar shall signify its acceptance of the duties and obligations
imposed upon it by this resolution by executing the certificate of authentication on any
Bond, and by such execution the Bond registrar shall be deemed to have certified to the
City that it has all requisite power to accept, and has accepted, such duties and
obligations not only with respect to the Bond so authenticated but with respect to all the
Bonds. The Bond registrar is the agent of the City and shall not be liable in connection
with the performance of its duties except for its own negligence or default. The Bond
registrar shall, however, be responsible for any representation in its certificate of
authentication on the Bonds.
The City may remove the Bond registrar at any time. In case at any time the
Bond registrar shall resign or shall be removed or shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of
the Bond registrar, or of its property, shall be appointed, or if any public officer shall take
charge or control of the Bond registrar or of its property or affairs, the City covenants
and agrees that it will thereupon appoint a successor Bond registrar. The City shall mail
notice of such appointment made by it to each registered owner of Bonds within 20 days
after such appointment. Any successor Bond registrar appointed under the provisions
of this Section, other than the Finance Director, shall be a bank, trust company or
national banking association maintaining a corporate trust office in the State of
Wisconsin, the City of Chicago, Illinois, or the Borough of Manhattan, City and State of
New York.
Section 8. Sale of Bonds. The Bonds shall be advertised for sale by the City
Clerk in the manner provided herein, and the City Clerk is authorized to circulate an
Official Statement prepared by Wisconsin Public Finance Professionals, LLC,
Milwaukee, Wisconsin, and an Official Notice of Sale.
When the Bonds shall have been sold, this Council will adopt the proceedings to
award the Bonds, fix the interest rates thereon in accordance with the bid accepted, and
levy taxes to meet principal thereof and interest thereon at maturity as required by law. --
Section 9. Application and Investment of Bond Proceeds. Following the
sale of the Bonds, the City Manager and City Clerk are hereby authorized and directed
to execute and deliver the Bonds to the purchasers thereof upon payment therefor; and --
the principal proceeds from the sale of the Bonds shall be used only for the purposes
and in the manner required by law and by this resolution. The proceeds may be
invested in the manner permitted by law, subject to the restrictions contained in the next
succeeding section.
Section 10. [Reserved].
Section 11. Continuing Disclosure. In connection with the sale of the Bonds,
the Director of Administrative Services /Assistant City Manager or his designee (an
"Authorized Officer ") is hereby authorized to execute and deliver a Continuing
Disclosure Undertaking (the "Continuing Disclosure Undertaking ") evidencing the City's --
agreement to comply with the requirements of Section (b)(5) of Rule 15c2 -12, adopted
by the Securities and Exchange Commission under the Securities Exchange Act of
1934. Upon its execution and delivery on behalf of the City as herein provided, the
Continuing Disclosure Undertaking will be binding on the City, and the officers,
employees and agents of the City are hereby authorized to do all such acts and things
and to execute all such documents as may be necessary to carry out and comply with
the provisions of the Continuing Disclosure Undertaking as executed. Any Authorized
Officer is hereby further authorized to amend the Continuing Disclosure Undertaking in
accordance with its respective terms from time to time following its execution and
delivery as said officer shall deem necessary. In addition, an Authorized Officer is
authorized to make or cause to be made all future filings with the Municipal Securities
Rulemaking Board with respect to any debt obligations, all in accordance with the
provisions of Securities and Exchange Commission Rule 15c2- 12(b)(5) promulgated
under the Securities Exchange Act of 1934. Notwithstanding any other provision of this
Resolution, the sole remedies for any failure by the City to comply with the Continuing
Disclosure Undertaking shall be the ability of the beneficial owner of any applicable
Bond to seek mandamus or specific performance by court order to cause the City to
comply with its obligations under the Continuing Disclosure Undertaking.
Section 12. Defeasance and Payment of Bonds.
(a) If the City shall pay or cause to be paid to the registered owners of
the Bonds of a series the principal, premium, if any, and interest due or to
become due thereon, at the times and in the manner stipulated therein and in this
resolution, then the pledge of taxes, securities and funds hereby pledged and the
covenants, agreements and other obligations of the City to the registered owners
and the beneficial owners of the Bonds shall be discharged and satisfied.
(b) Any Bonds, whether at or prior to the maturity or the redemption
date of such Bonds, shall be deemed to have been paid within the meaning of
this Section if (i) in case any such Bonds are to be redeemed prior to the maturity
thereof, there shall have been taken all action necessary to call such Bonds for
redemption and notice of such redemption shall have been duly given or
provision shall have been made for the giving of such notice, and (ii) there shall
have been deposited in trust with a bank, trust company or national banking
association acting as fiduciary for such purpose either (A) moneys in an amount
which shall be sufficient, or (B) "Federal Obligations" as defined in paragraph
(c) of this Section, the principal of and the interest on which when due will
provide moneys which, together with any moneys on deposit with such fiduciary
at the same time for such purpose, shall be sufficient to pay when due the
principal of, redemption premium, if any, and interest due and to become due on
said Bonds on and prior to the applicable redemption date or maturity date
thereof.
(c) As used in this Section, the term "Federal Obligations" means
(i) noncallable, direct obligations of the United States of America, (ii) noncallable
and nonprepayable, direct obligations of any agency of the United States of
America, which are unconditionally guaranteed by the United States of America
as to full and timely payment of principal and interest, (iii) noncallable,
nonprepayable coupons or interest installments from the securities described in
clause (i) or clause (ii) of this paragraph, which are stripped pursuant to
programs of the Department of the Treasury of the United States of America, or
(iv) coupons or interest installments stripped from bonds of the Resolution
Funding Corporation.
Section 13. Resolution To Constitute a Contract. The provisions of this
resolution shall constitute a contract between the City and the owner or owners of the
Bonds. Any pledge made in this resolution and the provisions, covenants and
agreements herein set forth to be performed by or on behalf of the City shall be for the
equal benefit, protection and security of the owners of any and all of the Bonds. All of
the Bonds, regardless of the time or times of their issuance, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof
except as expressly provided in or pursuant to this resolution. This resolution and the
resolution awarding the Bonds, fixing the interest rates and levying taxes for the
payment thereof shall constitute full authority for the issuance of the Bonds and, to the
extent that the provisions of this resolution conflict with the provisions of any other
resolution of the City, the provisions of this resolution, as amended, shall control. If any
section, paragraph or provision of this resolution shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
Section 14. Notice. The City Clerk is authorized to publish a notice of the
issuance of the Bonds as a class 1 notice pursuant to Section 893.77, Wisconsin
Statutes.
Section 15. Effective Date. This resolution shall become effective immediately
upon its passage, the public welfare requiring it
ADOPTED: April 22, 2013 Motion by: Liebert
Second by: Severson
APPROVED: Councilmember Aye Nay Pass Absent
/ Farrell X
-.0"....- - ; y , 4/ Fitzgerald X
Eric J. Levi t, City My 57 er Kealy X
Liebert X
ATTEST: Marklein X
Severson X
—2 I/ / Voskuil X
Jea Ann Wulf, City Clerk Treasurer
APPROVED AS TO FORM:
M
of �
Wald Klimczyk, City tto e r - " 'i
Proposed by Administrative Services - - - --
Prepared by Administrative Services -
12
4816- 2043 - 7779.1