2000-38RESOLUTION NO. ~2_000-3S
RESOLUTION AUTHORIZING THE ISSUANCE AND
SALE OF UP TO $306,292 SEWERAGE SYSTEM
REVENUE BONDS, SERIES 2000 AND PROVIDING FOR OTHER
DETAILS AND COVENANTS WITH RESPECT THERETO
WHEREAS, the 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 Project No. 4335-05 by the State of Wisconsin
Department of Natural Resources (the "Department of Natural Resources"), and as defined in
the Department of Natural Resources approval letter for the plans and specifications, or
portions thereof, issued under Wis. Stat. Section 281.41, dated May 10, 1999 and assigned
number 99-0558; 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), and (iii) $1,187,437 Sewerage System Revenue Bonds, Series 1998 (the "1998 Bonds")
and, collectively with the 1992 Bonds and the 1996 Bonds, the "Prior Bonds"), which were
authorized by the 1998 Resolution (as defined in Section 1 and, collectively with the 1992
Resolution and the 1996 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
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 (on a parity with the Prior Bonds), pursuant to the provisions
of Section 66.066 of the Wisconsin Statutes, to pay the cost of the Project; and
WHEREAS, other than "preliminary expenditures" as defined in Treas. Reg. 26
CFR 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 CFR 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 CFR 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; and
WHEREAS, it is necessary and desirable to change the definition of "Current
Expenses" set forth in the Prior Resolutions to exclude costs related to maintaining a
replacement fund; and
WHEREAS, the Prior Resolutions may be amended, in any respect, with a
written consent of the owners of not less than two-thirds (2/3) of the principal amount of the
Prior Bonds outstanding, exclusive of any Prior Bonds held by the Municipality; and
WHEREAS, the State of Wisconsin Clean Water Fund Program, as owner of all
outstanding Prior Bonds, has provided such consent;
NOW, THEREFORE, be it resolved by the Governing Body of the Municipality
Section 1. Definitions. The following terms shall have the following meanings
in this Resolution unless the text expressly or by implication requires otherwise:
(a) "Act" means Section 66.066 of the Wisconsin Statutes;
(b) "Bond Registrar" means the Municipal Treasurer, who shall act
as Paying Agent for the Bonds;
(c) "Bonds" mean the $306,292 Sewerage System Revenue Bonds,
Series 2000 of the Municipality dated their date of issuance, authorized to be
issued by this Resolution;
(d)
"Bond Year" means the twelve-month period ending on each May
1;
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(e) "Current Expenses" mean 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, replacements and capital
expenditures;
(f) "Debt Service Fund" shall mean the Debt Service Fund of the
Municipality, which shall be the "special redemption fund" as such term is
defined in the Act;
(g) "Financial Assistance Agreement" shall mean the Financial
Assistance Agreement by and between the Municipality and the State of
Wisconsin by the Department of Natural Resources and the Department of
Administration 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;
(h) "Fiscal Year" means the twelve-month period ending on each
December 31;
(i) "Governing Body" means the City Council, or such other body as
may hereafter be the chief legislative body of the Municipality;
(j) "Municipal Treasurer" means the Treasurer of the Municipality,
who shall act as Bond Registrar and Paying Agent;
(k) "Municipality" means the City of Janesville, Wisconsin;
(1) "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;
(m) "1992 Bonds" has the meaning set forth in the Recitals hereto;
(n) "1996 Bonds" has the meaning set forth in the Recitals hereto;
(o) "1998 Bonds" has the meaning set froth in the Recitals hereto;
(p)
Governing
Bonds;
"1992 Resolution" means the resolution adopted by the
Body on September 10, 1992, authorizing the issuance of the 1992
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(q) "1996 Resolution" means the resolution adopted by the
Governing Body on May 20, 1996, authorizing the issuance of the 1996 Bonds;
(r) "1998 Resolution" means the resolution adopted by the
Governing Body on April 13, 1998, authorizing the issuance of the 1998 Bonds;
(s) "Parity Bonds" mean bonds payable from the revenues of the
System other than the Prior Bonds and the Bonds but issued on a parity and
equality with the Prior Bonds and the Bonds pursuant to the restrictive
provisions of Section 1 ! of this Resolution;
(t) "Prior Bonds" has the meaning set forth in the Recitals hereto;
(u)
hereto;
"Prior Resolutions" has the meaning set forth in the Recitals
(v) "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;
(w) "Record Date" means the close of business on the fifteenth day of
the calendar month next preceding any principal or interest payment date;
(x) "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
comprising 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 $306,292; 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.
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Section 3. Terms of the Bonds. The Bonds shall be designated "Sewerage
System Revenue Bonds, Series 2000" (the "Bonds"); shall be dated the date of their delivery;
shall be numbered one and upward; shall bear interest at the rate of 2.970%, 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 commencing on November 1, 2000 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 Bond will be payable upon presentation and surrender of the Bond to the Bond
Registrar. Payment of principal on the Bond (except the final maturity) and each installment
of interest shall be made to the registered owner of each Bond who shall appear on the
registration books of the Municipality, maintained by the Bond Registrar, on the Record Date
and shall be paid by check or draft of the Municipality and mailed to such registered owner at
his, her or its address as appears on such registration books or at such other address as may be
furnished in writing by 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 Prior Bonds and the Bonds as the
same becomes due.
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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, the
following Funds of the System, which were created and established by the 1992 Resolution
and are hereby continued, 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.
(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
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 described 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, in an amount equal to
the estimated Current Expenses for such month and for the following month
(after giving effect to available amounts in said Fund from prior deposits);
(b) to the Debt Service Fund, an amount equal to one-sixth (1/6) of
the next installment of interest coming due on the Prior Bonds, the Bonds or any
Parity Bonds then outstanding and an amount equal to one-twelfth (1/12) of the
installment of principal of the Prior Bonds, the Bonds and any Parity Bonds
coming due during such Bond Year (after giving effect to available amounts in
said account from accrued interest, any premium or any other source); and
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(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 sixty (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 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 monies 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 monies 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 66.04(2) of the Wisconsin Statutes. The other funds herein
created (except the Sewer 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 66.04(2) 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, to the extent permitted by law, be charged against the Municipality and shall 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 (i) 110% or (ii) 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 (a) approval of the Public Service
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Commission, or successors to its function, if applicable, (b) yearly appropriations therefor,
and (c) 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 Prior Bonds and 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:
(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:
(1) 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 (i) 1.10 or (ii) 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.
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(2) The payments required to be made into the funds
enumerated in Section 6 of this Resolution must have been made in full.
(3) 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.
(4) 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 for the purchase price of up to $306,292, 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 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 (3) 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 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 a written consent of
the owners of not less than two-thirds (2/3) 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.
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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 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 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. The Municipality shall establish and maintain, so
long as the Bonds and any Parity Bonds are outstanding, a separate account to be known as the
"Rebate Fund." The Rebate Fund is for the sole purpose of paying rebate to the United States
of America, if any, on amounts of Bond Proceeds held by the Municipality. The Municipality
hereby covenants and agrees that it shall pay from the Rebate Fund the rebate amounts as
determined herein to the United States of America.
The Municipality may engage the services of accountants, attorneys or other
consultants necessary to assist it in determining rebate amounts.
The rebate amounts are equal to the sum of the following, calculated solely with
respect to amounts of the Bonds held by the Municipality:
(i) The excess of--
(a) the aggregate amounts earned from the date of issuance
and delivery of the Bonds and any Parity Bonds on all nonpurpose
obligations in which gross proceeds of the Bonds and any Parity Bonds
have been invested (other than nonpurpose obligations attributable to an
excess described herein) over
(b) the aggregate amounts which would have been earned if
the yield on such nonpurpose obligations (other than nonpurpose
obligations attributable to an excess described herein) had been equal to
the yield on the Bonds and any Parity Bonds, plus
(ii)
any income attributable to the excess described in clause (i)
above.
The rebate amounts payable to the United States shall be determined on or prior
to the end of the fifth (5th) Bond Year of the Bonds or any Parity Bonds and the fifth (5th)
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anniversary of such date by the Municipality for each Bond Year during which the Bonds and
any Parity Bonds remain outstanding and upon retirement of the Bonds and any Parity Bonds.
Such rebate amounts shall be deposited in the Rebate Fund. The rebate amounts shall be paid
to the United States in installments, as follows:
(I) subject to clause (III) below, the first such installment shall be paid
no later than thirty (30) days after the end of the fifth (Sth) Bond Year of the
Bonds and any Parity Bonds;
(II) subject to clause (Iii) below, an additional installment shall be paid
on or prior to the last day of each additional installment payment period during
which the Bonds and any Parity Bonds remain outstanding. For purposes of this
clause (Ii), an installment payment period shall commence on the last day on
which a preceding installment of the rebate amount was required to be paid, and
shall end on the day preceding the fifth (5th) anniversary of such payment date;
(III) anything herein to the contrary notwithstanding, the last installment
shall be paid no later than sixty (60) days after the Bonds and any Parity Bonds
have been retired; and
(IV) each installment shall be in an amount which, when aggregated
with the amount of any prior installments paid to the United States hereunder,
will equal at least ninety percent (90%) of the total rebate amount payable to the
United States hereunder as of the date such installment is paid; provided,
however, that the last installment shall be in an amount equal to the entire
remaining balance of the rebate amount payable to the United States hereunder.
Amounts held in the Rebate Fund and the investment income therefrom are not
pledged as security for the Bonds and any Parity Bonds and may only be used to pay amounts
to the United States.
The Municipality shall maintain or cause to be maintained records of such
determinations for each Bond Year until six (6) years after payment in full of the Bonds and
any Parity Bonds and shall make such records available upon reasonable request therefor.
The Municipality hereby agrees it will disburse all monies in the Rebate Fund to
the United States of America at the times and in the manner set forth in the applicable income
tax regulations.
The provisions of this Section 16 shall not be applicable if an exception to
rebate applies to the Bonds.
Section 17. 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
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the CWFP such ongoing disclosure regarding the Municipality's financial condition and other
matters, at such times and in such manner as the fund 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 18. 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 thereof, 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 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
1992 Resolution, the 1992 Resolution shall control as long as the 1992 Bonds are outstanding;
in case of any conflict between this Resolution and the 1996 Resolution (when no 1992 Bonds
are outstanding), the 1996 Resolution shall control as long as the 1996 Bonds are outstanding;
and in case of any conflict between this Resolution and the 1998 Resolution (when no 1992
Bonds or 1996 Bonds are outstanding), the 1998 Resolution shall control as long as the 1998
Bonds are outstanding.
Section 20. Amendment of Prior Resolutions. Section l(e) of each Prior
Resolution is stricken in its entirety and is hereby amended to read as follows:
(e)
"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,
replacements and capital expenditures;
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ADOPTED: April 10, 2000
APPROVED:
Steven E. Sheiffer, City Ma, pager
ATTEST:
Je~Ann Wulf, C~t)~ Clerk-~'reasu~
APPROVED AS TO FORM:
City Attorney ' -~' /
Proposed by: Utility
Prepared by: Utility
MOTION BY: 0 ' Leary
SECOND BY: Noll
COUNCILMEMBER AYE NAY PASS ABSENT
WESTPHAL X
MURPHY X
O'LEARY X
BRIEN X
STEHURA X
NOLL X
SCHNEIDER X
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