2016-1306 RESOLUTION NO. 2016 -1306
RESOLUTION AUTHORIZING THE ISSUANCE OF $1,870,000
TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016, 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.
$1,870,000 for the purpose of refunding a loan from the Trust Funds of the State of
Wisconsin.
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 $1,870,000. For the purpose of financing said appropriation, (i) Series
2016 Bonds of the City shall be issued and sold in an aggregate principal amount of $1,870,000
and shall be designated Taxable General Obligation Refunding Bonds, Series 2016 (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.
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The Bonds shall not be subject to redemption prior to maturity.
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:
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[FORM OF BOND]
United States of America
State of Wisconsin
County of Rock
CITY OF JANESVILLE
TAXABLE GENERAL OBLIGATION REFUNDING BOND,
SERIES 2016
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 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, 2017, 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
$1,870,000, which are all of like tenor except as to date, maturity and rate of interest. The
Bonds are being issued for the following purpose of refunding a loan from the Trust Funds of the
State of Wisconsin. 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 May 23, 2016 and entitled: "Resolution Authorizing
the Issuance of $1,870,000 Taxable General Obligation Refunding Bonds, Series 2016, of the
City of Janesville, Wisconsin, and Providing the Details Thereof ; and on June 27, 2016, and
entitled: "Resolution Awarding $1,870,000 Taxable General Obligation Refunding Bonds. Series
2016, of the City of Janesville, Wisconsin, Establishing Interest Rates Thereon and Levying
Taxes Therefor."
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The Bonds shall not be subject to redemption prior to maturity.
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
City Manager
By
City Clerk
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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
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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 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
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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
Finance Director 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
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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 of such Bonds, shall be
deemed to have been paid within the meaning of this Section if 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 and interest due and to become due on said Bonds on and
prior to the applicable 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
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ADOPTED: May 23, 2016 Motion by: Gruber
Second by: Tidwell
APPROVED: Councilmember Aye Nay Pass Absent
Deupree X
Gruber X
Mark A. reitag, City Manager Jorgensen X
Liebert X
ATTE Marklein X
Tidwell X
„.04 As '/ Williams X
David T. Godek, Depu y City Clerk- Treasurer
APPROVED AS TO FORM:
Wald Klimczyk, City Attorney
Proposed by: City Manager
Prepared by: Kevin Barney, Bond Counsel
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