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2005-228 RESOLUTION NO. 2005-228 RESOLUTION AUTHORIZING THE ISSUANCE OF $3,900,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2005A, 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 Section 67 .12( 12) of the Wisconsin Statutes to authorize the issuance of notes for the following purposes or improvements: (a) $3,175,000 to refund on a current basis pnor general obligation promissory notes of the City; (b) $200,000 to extend and improve the waterworks system; (c) $380,000 to extend and improve the sanitary sewer system; and (d) $145,000 to provide financial assistance for community redevelopment under Section 66.46, Wis. Stats.; and 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 notes, therc 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 Notes. To meet part of the estimated cost of the improvcments or purposes described in Scction 1 of this resolution, there is hereby appropriated the sum of $3,900,000. For the purpose of financing said appropriation, general obligation promissory notes of the City shall be issued and sold in an aggregate principal amount of $3,900,000, shall be dcsignated "General Obligation Promissory Notes, Scries 2005A" and shall be issuable in the denominations of $5,000 or any integral multiple thereof. The notes shall be numbered consecutively from I upwards in ordcr of their issuance and may bear such other identifying numbers or letters as may bc useful to facilitate the registration, transfer and exchange thereof. Each note shall be dated as of the interest payment date next preceding the date of issuance thereof, except that (a) if such datc of issuance shall be prior to the first interest paymcnt date, said note shall be dated as of a datc to be established by the subsequent action of the City Counci I, (b) if such date of issuance shall be an interest payment date, said note shall be datcd as of such interest payment date, or (c) i I' interest due on said note shall not have been paid in full, thcn, notwithstanding any of thc foregoing provisions, said note shall be dated as of the date to which interest has been paid in full on said note. The notes shall mature and bear interest on the dates and in the amounts established by subsequcnt action of the City Council. The principal of and premium, if any, on the notcs 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 note registrar, or at any additional or successor paying agent or físcal agent designated by the City pursuant to Section 67.10(2), Wisconsin Statutes. Interest on the notes 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 note 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 notes shall be paid by check or draft mailed to such registered owners at their addresses appearing on the registration books. The notes shall not be subject to redemption prior to maturity. The notes may be initially issued in temporary form and shall be exchanged for definitive printed notes as soon as possible. The temporary notes 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 Notes. The notes 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 notes shall cease to hold such office before the issuance of the notes, such notes shall nevertheless be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on such notes had not ceased to hold such office. Any note 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 officc, notwithstanding that at the date of such note such person may not have held such office. No recourse shall be had for the payment of any notes against any officer who executes the notes. The notes shall bear thereon a certificate of authentication executed manually by the note registrar. No note 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 notc rcgistrar. 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 notes. The notes shall bc 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 notes and the interest thereon, without limitation as to rate or amount. Section 5. Form of Notes. The notes shall be issued as fully registered notes and shall be substantially in the following f01111, the blanks to be appropriately completed when the notes are printed: 2 FORM OF NOTE] United States of America State of Wisconsin County of Rock CITY OF JANESVILLE GENERAL OBLIGATION PROMISSORY NOTE SERIES 2005A REGISTERED NO. REGISTERED $ Dated Date Interest Rate Maturity Date CUSIP REGISTERED OWNER: PRINCIP AL AMOUNT: Thc CITY OF JANESYILLE, 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 spccified above, unless this note shall be redeemable and shall have previously bcen 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 specificd above, payable in lawful money of the United States of America on June 1, 2006, and semiannually thereaftcr on the first days of December and June in each year until the principal amount shall have bccn paid, by check or draft mailed to the registered owner of record hereof as of the fi fteenth 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 corporatc 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 note registrar or its successor (the "Note Registrar"). This note, as to principal and premium, if any, when due, will be payablc in lawful money of the United States of America upon presentation and surrender of this note at the office of the Notc Registrar. The full faith and credit of the City are irrevocably pledged for the punctual payment of the principal of and interest on this note according to its terms. This note is part of a series of notes issued in the aggregate principal amount of $3,900,000, which are all of likc tenor except as to date, maturity, option of redemption and rate of interest. The notes are being issued for the following purposes: (i) to refund on a current basis prior gcncral obligation promissory notes of the City; (ii) to extend and improve the waterworks systcm; (iii) to cxtcnd and improve the sanitary sewer system; and (iv) to provide financial assistance for community rcdcvelopment lindeI' Section 66.46, Wis. Stats., including the costs of issuance of the notes. Thc notes are authorized and issued under and pursuant to Section 67. I 2( I 2) 0 I' thc Wisconsi n Statutes and under and in accordance with resolutions 3 adoptcd by the City Council of the City on November 28, 2005 and entitled: "Resolution Authorizing thc Issuance of $3,900,000 General Obligation Promissory Notes, Series 2005A, of the City of Janesville, Wisconsin, and Providing the Details Thereof'; and on December 12, 2005. and entitled: "Resolution Awarding $3,900,000 General Obligation Promissory Notes, Series 2004, of the City of Janesville, Wisconsin, Establishing Interest Rates Thereon and Levying Taxes Therefor." This note is not subject to redemption prior to maturity. This note is transferable only upon such registration books by the registered owner hereof in person, or by his attorney duly authorizcd in writing, upon surrender hereof at the office of the Note Registrar together with a written instrument of transfer satisfactory to the Note Registrar duly executed by the registered owner or by his duly authorized attorney, and thereupon a new rcgistered note or notcs, 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 note shall be issued to the transferee in exchange therefor. In like manner, this note may be exchanged for an equal aggregate principal amount of notes of thc same maturity and interest rate and of any of such authorized denominations. The City or the Note Registrar may make a charge sufficient to reimbursc it for any tax, fee or other govel11mcntal charge required to be paid with respect to the transfer or cxchange of this note. No other charge shall be made for the privilege of making such transfer or exchange. The City and the Note Registrar may treat and consider the person in whose name this note is rcgistered as the absolute owner hereof for the purpose of receiving payment of, or on account of, thc principal, premium, if any, and the interest due hereon and for all other purposes whatsoevcr. This note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall havc been duly executed by the Note Registrar. It is hereby certificd, recited and declared that all acts, conditions and things required to be done, exist and bc perfonned precedent to and in the issuance of this note 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 requircd 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 notes of which this note is one, together with all othcr indebtcdness of the City, is within every debt or other limit prescribed by law. 4 IN WITNESS WHEREOF, the CITY OF JANESYILLE has caused this note to be executed in its namc 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 otherwisc reproducecl hercon. CITY OF JANESYILLE By City Manager By City Clerk 5 CERTIFICATE OF AUTHENTICATION Datc of Authentication: This notc is onc of the General Obligation Promissory Notes, Series 2005A, described in the within mentioned resolutions. WELLS FARGO BANK, N.A., as Note Registrar By Authorized Officer ASSIGNMENT For valuc rcceived the undersigncd sells, assIgns and transfers unto thc within note and hereby irrevocably constitutes and appoints attomey to transfcr the said note on the books kept for registration thcrcof, with full power of substitution in the premises. Dated Signaturc Guaranty: Section 6. Transfer, Exchange and Registry. The notes shall be negotiable, subject to the provisions l'or registration of transfer contained herein. Each note shall be transferable only upon the registration books maintained by the City for that purpose at the office of the note registrar, by thc registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thcrcof togcther with a written instrument of transfer satisfactory to the note rcgistrar and duly executed by thc registcrcd owner or his duly authorized attorney. Upon the sUlTcndcr for transfcr of any such note, thc City shall execute and the note registrar shall authenticatc and dclivcr a new note or notcs registered in the name of the transferee, of the same aggrcgate principal amount, maturity and interest rate as the surrendered note. Notes, upon surrcndcr thcreoC at thc office of thc note registrar, with a writtcn instrument satisfactory to the notc rcgistrar, duly exccutcd by thc rcgistcrecl owncr or his attomey duly authorized in writing, may bc cxchangcd ¡'or all equal aggrcgatc prillcipal amount of notes of the same maturity and intercst ratc and of the denominations 01'55.000 or any integral multiplc thcreof. 6 For cvcry such exchange or registration of transfer of notes, the City or the note registrar may make a chargc sufficicnt 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 rcqucsting such exchangc or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfcr. No other charge shall be made for the privilege of making such transfer or exchangc. The note rcgistrar shall not be requircd to transfer or exchange any note after notice of the redemption of all or a portion thcrcof has been mailed. The note registrar shall not be required to transfer or exchange any note during a period of 15 days next preceding the mailing of a notice of redemption that could designatc for redemption all or a portion of such note. Thc City and the note registrar may deem and treat the person in whose name any note shall be registercd upon the registration books as the absolute owner of such note, whether such note shall be ovcrduc 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 registcrcd owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such note to the extent of the sums or sums so paid, and neithcr the City nor thc note registrar shall be affected by any notice to the contrary. In order to provide for thc initial issuance of the notes in a form that provides for a system of book-entry only transfers, the ownership of one fully registered note for each maturity in the aggregate principal amount of such maturity shall be registered in the name of Cede & Co., as a nominee of Thc Dcpository Trust Company, New York, New York ("DTC"). In the evcnt that thc City determines that the system of book-entry only transfers through DTC (or a successor sccuritics depository) is not in the best interests of the Beneficial Owners (as hereinaftcr dcfined) of the notes or is burdcnsome to the City, the City may notify DTC, whereupon DTC will notify the DTC Participants (as hereinafter defined) of the availability through DTC 0 I' note certi ficates. In such cvent, the City shall issue and the note registrar shall authcnticatc, transfer and exchangc notc certi ficates as requested by DTC of like principal amount, serics and maturity, in dcnominations of $5,000 or any integral multiple thereof to the identifiable Ikneíicial Owners, in replacement of such Beneficia] Owners' beneficial interests in the notes. ror the purposes of this paragraph. thc term "Beneficial Owners" shall mean (a) those persons for whom DTC was creatcd to hold their securities ("DTC Participants"), and (b) the persons for whom the DTC Participants acquire intcrcsts in the notes as nominees. Section 7. Note Registrar. Thc City has contracted with and designated Wells Fargo Bank, N.A., Chicago, Illinois, to scrvc as fiscal agent pursuant to Section 67.10(2), Wisconsin Statutes, and as notc registrar. The City covenants that it maintain at the designated office of such note registrar a placc whcre notcs may be presented for payment and registration of transfer or exchange and thaI it shall require that thc notc rcgistrar maintain proper registration books and pcrform thc othcr duties and obligations imposcd upon it by this resolution in a manner consistcnt with thc standards, customs and practices of the municipal securities business. Thc 110tC rcgistrar shall signi fy its acccptance of the duties and obligations imposed upon it by this rcsolution by cxccuting the ccrtificate of authentication on any note, and by such cxecution the notc rcgistrar shall be dcemed to have certified to the City that it has all requisite 7 power to accept, and has accepted, such duties and obligations not only with respect to the note so authcnticatcd but with respect to all thc notes. The note registrar is the agent of the City and shall not be liablc in connection with the performance of its duties except for its own negligence or default. The note registrar shall, howcver, be responsible for any representation in its certificate of authcntication on the notes. The City may removc thc note registrar at any time. In case at any time the note registrar shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvcnt, or if a receiver, liquidator or conservator of the note registrar, or of its property, shall bc appointed, or if any public officer shall take charge or control of the note registrar or of its property or affairs, the City covenants and agrees that it will thereupon appoint a successor notc registrar. The City shall mail notice of such appointment made by it to each registered owncr of notes within 20 days after such appointment. Section 8. Sale of Notes. The notes shall be advertised for sale by the City Clerk in the manner providcd hcrein, and the City Clerk is authorized to circulate an Official Statement prepared by Crowe Norene, Chicago, Illinois, and an Official Notice of Sale. When the notcs shall have been sold, this Council will adopt the proceedings to award the notes, fix the interest ratcs thereon in accordance with the bid accepted, and levy taxes to meet principal therco I' and intcrest thereon at maturity as required by law. Section 9. Application and Investment of Note Proceeds. Following the sale of the notes, the City Manager and City Clerk are hereby authorized and directed to execute and deliver the notes to the purchasers thereof upon payment therefor; and the principal proceeds from the sale of the notes 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 penTIitted by law, subject to the restrictions contained in the next succeeding scction. Section 10. Tax Covenants. (a) Thc City shall not take, nor omit to take, any action that is lawful and within its powcr to take, which action or omission would cause interest on any note to becomc subject to federal income taxes in addition to federal income taxes to which intercst on such note is subject on the date of issuance thereof. (b) Thc City shall not permit any of the proceeds of the notes, or any facilities financed with such proceeds, to be used in any manner that would cause any note to constitute a "private activity bond" within the meaning of Section 141 of the Internal Revenuc Code of 1986 (the "Code"). (c) The City shall not permit any of the proceeds of the notes or other moneys to be invested in any manner that would cause any note to constitutc an "arbitrage bond" within the meaning orScction 148 of the Codc. (d) The City shall comp]y with the provisions of Section 148(f) of the Code relating to the payment of ccrtain investmcnt camings at periodic intervals to the Unitcd States of Amcrica; provided, however, that such payment shall not be required to 8 thc extent the City rcceives an opllllon of nationally recognized bond counsel (which opinion may bc givcn in rcliancc upon a ruling or rulings of the Intel11al Revenue Service) to thc effect that such paymcnt is not necessary to preserve the exemption from federal income taxcs of interest on the notes. Section 11. Continuing Disclosure. For the benefit of the beneficial owners of the notes, the City covenants and agrees to provide an annual report containing certain financial infonnation and operating data relating to the City. The annual report shall be filed with each Nationally Recognizcd Municipal Securities Information Repository and with the Wisconsin state information depository, if any, within 180 days after the close of the City's fiscal year. The Annual Report may be submitted as a single document or as separate documents comprising a package. The City may include the information described below by cross-reference from official statements of debt issues of the City, which havc been submitted to each Nationally Recognized Municipal Securities Information Repository and with the Wisconsin state information depository, if any, and are available from the Municipal Securities Rulemaking Board. The information to be contained in the annual report shall consist of the annual audited financial statement of the City for the most recently completcd prior fiscal year and such additional information as notcd in thc ot1icial statement relating to the notes under the caption "Continuing Disclosurc." Each annual audited financial statement will conform to generally accepted accounting principles applicable to govcrnmcntal units prepared in accordance with standards of thc Governmcntal Accounting Standards Board. The City also covenants and agrees for the benefit of the beneficial owners of the notes to provide timcly noticc to cach Nationally Rccognized Municipal Securities Information Repository and to thc Wisconsin state infornlation depository, if any, of any failure of the City to file any such annual report within the 180-day period and of the occurrence of any of the following cvcnts with rcspect to the notes, if material: (l) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial di fficultics; (4) unscheduled draws on credit enhancements reflecting financial difficultics; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adversc tax opinions or cvents affecting the tax-exempt status of the notes; (7) modifications to rights of noteholders; (8) note calls; (9) defeasances; (10) release, substitution or sale of property sccuring rcpaymcnt ofthc notes; and (11) rating changes. It is found and dctcrmined that thc City has agreed to the undertakings contained in this Section in ordcr to assist participating undcrwritcrs of the notes and brokers, dealers and municipal sccuritics dealers in complying with Securities and Exchange Commission Rule 15c2-12 promulgatcd under the Securities Exchange Act of 1934. The chief financial officcr of thc City is authorizcd and directed to clo and perform, or cause to be done or performed, for or on behalf of the City, each and every thing necessary to accomplish the undertakings ofthc City containcd in this Scction for so long as said Rule 15c2-12 is applicable to thc notcs and thc City rcmains an "obligatcd person" uncler the Rule with respcct to the notes. 9 Notwithstanding any other provisions in this resolution to the contrary, failure of the City to perform any covenant in this Scction 11 shal1 not constitute an event of default hereunder; however, any noteholder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City to comply with its obligations under this Section I I. The City may amcnd the provIsIons of this Section 11 and any provIsIOn of this Section 11 may be waived, if: (a) such amendmcnt or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or the activities conducted at the financed facilities; (b) the undertaking herein, as amended or waived, would have complied with the requirements of the Securities and Exchange Commission Rule 15c2-12 promulgated under the Securities Exehange Act of 1934 (the "Rule") at the time of the primary offering of the notes, after taking into account any amendments or interpretations of the Rule, as wel1 as any change in circumstances; and (c) the amcndment or waiver (i) does not materially impair the interests of notcholders, as determined by an opinion of national1y recognized bond counsel expert in federal sccurities laws acceptable to thc City, or (ii) is approved by the affirmative vote of noteholders of at least two-thirds in aggregate principal amount of the outstanding notes at the time such consent is given. Following any such amendment or waivcr, the next succeeding annual report shall cxplain, in narrative form, the reasons for the amendment or waiver and the impact of the change on the typc of financial information being provided. Section 12. Defeasance and Payment of Notes. (a) If the City shall payor cause to be paid to the registered owners of the notcs thc principal, premium, if any, and interest due or to become due thereon, at the times and in thc manner stipulated therein and in this resolution, then the pledge of taxes, securities and funds hcreby pledged and the covenants, agreements and other obligations of the City to the registered owners and the beneficial owners of the notes shal1 be dischargcd and satisfied. (b) Any notes, whether at or prior to the maturity or the redemption date of such notes, shall bc dcemcd to have bcen paid within the meaning of this Section if (i) in casc any such notcs arc to hc rcdecmed prior to the maturity thcreof, there shall have becn taken all action nccessary to call such notes for redemption and notice of such rcdcmption shall havc bccn duly given or provision shall have been made for the giving of such notice, and (ii) there shall havc bccn deposited in trust with a bank, trust company or national banking association acting as lìduciary for such purpose either (A) moneys in an amount which shall bc sufficient, or (B) '"Fedcral Obligations" as detìned in paragraph (c) of this Section, thc principal of and the interest on which when due will provide 10 moneys which, togcther with any moncys on deposit with such fìduciary at the same time far such purpose, shall be suffìcient to pay when due the principal of, redemption prcmium, if any, and intercst due and to become due on said notes on and prior to the applicable rcdemption date or maturity date thereof. (c) As used in this Scction. the term "Federal Obligations" means (i) noncallablc, dircct obligations of the United States of America, (ii) noncallable and nonprcpayabJe, direct obligations of any agency of the United States of America, which are unconditionally guarantecd by the United States of America as to full and timely paymcnt of principal and interest, (iii) noncallable, nonprepayable coupons or interest installments fì'om the securities described in clause (i) or clause (ii) of this paragraph, which arc stripped pursuant to programs of the Department of the Treasury of the Unitcd Statcs of Amcrica, or (iv) coupons or interest installments stripped from bonds of the Rcsolution 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 notes. Any pledge made in this resolution and thc provisions, covenants and agreements herein set forth to be perfornled by or on behal f of the City shall bc for the equal benefit, protection and security of the owners of any and all of thc notcs. All of the notes, regardless of the time or times of their issuancc, shall bc of cqual rank without preference, priority or distinction of any of the notes over any othcr thereof cxcept as expressly provided in or pursuant to this resolution. This resolution and thc rcsolution awarding the notes, fìxing the interest rates and levying taxes for the payment thereo f shall constitute full authority for the issuance of the notes 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 amcnded, shall control. If any section, paragraph or provision of this rcsolution shall be held to bc invalid or unenforceable for any reason, the invalidity or unenforccability 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 thc notes as a class 1 notice pursuant to Scction 893.77, Wisconsin Statutes. Section 15. Effective Date. This rcsolution shall become effective immediately upon its passagc, thc public wclfarc rcquiring it. 11 ADOPTED: November 28, ------ 2005 --------- -- APPROVED: /T ,':", / I C/' /\ / {, "t-/---~'--"--/'-- Steven E. ShciJTer, ('ity Manager ATTEST: " /' / Jean Ann Wu1f, City Clerk-Treasurer ___/t-----'-.-_ Assistant City Attorncy Proposed by: Preparcd by: City Administration Finance Admll11stration -----.- Motion by "Williams -- Second by: DeGarmo Co u 11 e i Imem ber Aye Nay Pass Absent Brunner X 13 r i en X Williams X Wellnitz, Tim X Wellnitz, Tom X DeGarmo X Addie X 12