2005-157
EXHIBIT I
RESOLUTION NO. 2005-157
RESOLUTION AUTHORIZING THE ISSUANCE OF $4,500,000
TAXABLE GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2005, 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 purpose of
paying all or a portion of the City's unfunded accrued actuarial liability to the Wisconsin
Retirement System.
The foregoing purpose is hereby authorized to be made or undertaken by the City of
J anesville, Wisconsin. For the purpose of paying principal of and interest on the notes, 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 Notes. 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 $4,500,000. For the purpose of financing said appropriation, general
obligation promissory notes ofthe City shall be issued and sold in an aggregate principal amount
of $4,500,000, shall be designated "Taxable General Obligation Promissory Notes, Series 2005"
and shall be issuable in the denominations of $5,000 or any integral multiple thereof. The notes
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 note 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 note shall be dated as of a date to be established by the subsequent action of
the City Council, (b) if such date of issuance shall be an interest payment date, said note shall be
dated as of such interest payment date, or (c) if interest due on said note shall not have been paid
in full, then, notwithstanding any of the 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 subsequent action of the City Council.
The principal of and premium, if any, on the notes 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 fiscal 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.
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The notes 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 the notes of like maturity, the aggregate
principal amount thereof to be redeemed shall be $5,000 or an integral multiple thereof, and the
note registrar shall assign each note of such maturity a distinctive number for each $5,000
principal amount of such note 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 notes to be
redeemed. The notes to be redeemed shall be the notes to which were assigned the numbers so
selected, provided that only so much of the principal amount of each note shall be redeemed as
shall equal $5,000 for each number assigned to it and so selected.
Notice of the redemption of notes 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 notes to be
redeemed at their last addresses appearing on said registration books. The notes 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 notes 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 notes or portions thereof shall cease to accrue and shall become
payable. If there shall be drawn for redemption less than all of a note, the City shall execute and
the note registrar shall authenticate and deliver, upon the surrender of such note, without charge
to the owner thereof, for the unredeemed balance of the note so surrendered, notes of like
maturity and ofthe denomination of$5,000 or any integral multiple thereof.
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 office, 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 note registrar.
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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 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 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 form, the blanks to be appropriately completed when the notes
are printed:
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[FORM OF NOTE]
United States of America
State of Wisconsin
County of Rock
CITY OF JANESVILLE
TAXABLE GENERAL OBLIGATION PROMISSORY NOTE
SERIES 2005
REGISTERED NO.
REGISTERED $
Dated Date
Interest Rate
Maturity Date
CUSIP
REGISTERED OWNER:
PRINCIP AL 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 note 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
July 1, 2005, and semiannually thereafter on the first days of January and July 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 note
registrar or its successor (the "Note Registrar"). This note, 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 note at the office ofthe Note 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
$4,500,000, which are all of like tenor except as to date, maturity, option of redemption and rate
of interest. The notes are being issued for the following purpose of paying all or a portion of the
City's unfunded accrued actuarial liability to the Wisconsin Retirement System, including the
costs of issuance of the notes. The notes 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 March 14,2005 and entitled: "Resolution Authorizing
the Issuance of $4,500,000 Taxable General Obligation Promissory Notes, Series 2005, of the
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City of Janesville, Wisconsin, and Providing the Details Thereof'; and on March 28,2005, and
entitled: "Resolution Awarding $4,500,000 Taxable General Obligation Promissory Notes,
Series 2005, of the City of Janesville, Wisconsin, Establishing Interest Rates Thereon and
Levying Taxes Therefor."
The notes maturing on or after July 1, 2012 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 July 1, 2011, 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 notes 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 notes to be
redeemed at their last addresses appearing on such registration books. The notes 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 notes 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 notes or portions thereof shall cease to accrue and shall become
payable.
This note 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
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
registered note or notes, 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 the same maturity and interest rate and of any of
such authorized denominations. The City or the Note 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 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 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 note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been duly executed by the Note 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 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 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 notes of which this note is one, together
with all other indebtedness ofthe City, is within every debt or other limit prescribed by law.
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IN WITNESS WHEREOF, the CITY OF JANESVILLE has caused this note 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 note is one of the Taxable General Obligation Promissory Notes, Series 2005,
described in the within mentioned resolutions.
WELLS FARGO BANK, N.A., as
Note Registrar
By
Authorized Officer
ASSIGNMENT
For value received the undersigned sells, assigns and transfers unto
the within note and hereby irrevocably constitutes and
appoints attorney to transfer the said note 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 notes shall be negotiable, subject to
the provisions for 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 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 note
registrar and duly executed by the registered owner or his duly authorized attorney. Upon the
surrender for transfer of any such note, the City shall execute and the note registrar shall
authenticate and deliver a new note or notes registered in the name of the transferee, of the same
aggregate principal amount, maturity and interest rate as the surrendered note. Notes, upon
surrender thereof at the office of the note registrar, with a written instrument satisfactory to the
note registrar, duly executed by the registered owner or his attorney duly authorized in writing,
may be exchanged for an equal aggregate principal amount of notes of the same maturity and
interest rate and of the denominations of$5,000 or any integral multiple thereof.
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For every such exchange or registration of transfer of notes, the City or the note 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 note registrar shall not be required to transfer or exchange any note after notice of
the redemption of all or a portion thereof 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 designate for redemption all or a portion of such note.
The City and the note registrar may deem and treat the person in whose name any note
shall be registered upon the registration books as the absolute owner of such note, whether such
note 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 note to the extent of the sums or sums so
paid, and neither the City nor the note registrar shall be affected by any notice to the contrary.
In order to provide for the 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 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 notes 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 note certificates. In such event, the City shall issue and the note registrar shall
authenticate, transfer and exchange note 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 notes. 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 notes as nominees.
Section 7. Note 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 note registrar. The City covenants that it maintain at the designated office of
such note registrar a place where notes may be presented for payment and registration of transfer
or exchange and that it shall require that the note 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 note registrar shall signify its acceptance of the duties and obligations imposed upon
it by this resolution by executing the certificate of authentication on any note, and by such
execution the note registrar shall be deemed to have certified to the City that it has all requisite
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power to accept, and has accepted, such duties and obligations not only with respect to the note
so authenticated but with respect to all the notes. The note 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 note registrar shall, however, be responsible for any representation in its
certificate of authentication on the notes.
The City may remove the 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 insolvent, or if a receiver, liquidator or conservator of the note registrar, or of its
property, shall be 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 note registrar. The City shall mail notice of such appointment made by it to each
registered owner of notes within 20 days after such appointment. Any successor note registrar
appointed under the provisions of this Section, other than the Finance Director, shall be a bank,
trust company or national banking association maintaining its principal 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 Notes. The notes 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 Crowe-Norene, LLC, Glenview, Illinois, and an Official Notice ofSa1e.
When the notes shall have been sold, this Council will adopt the proceedings to award the
notes, 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 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 permitted by law, subject to the
restrictions contained in the next succeeding section.
Section 10. 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
information and operating data relating to the City. The annual report shall be filed with each
Nationally Recognized 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 have 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 completed prior fiscal year and such additional
information as noted in the official statement relating to the notes under the caption "Continuing
Disclosure." Each annual audited financial statement will conform to generally accepted
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accounting principles applicable to governmental units prepared in accordance with standards of
the Governmental Accounting Standards Board.
The City also covenants and agrees for the benefit ofthe beneficial owners of the notes to
provide timely notice to each Nationally Recognized Municipal Securities Information
Repository and to the Wisconsin state information depository, if any, of any failure of the City to
file any such annual report within the l80-day period and of the occurrence of any of the
following events with respect to the notes, if material: (1) principal and interest payment
delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves
reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting
financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions or events 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 securing repayment of the notes; and (11) rating changes.
It is found and determined that the City has agreed to the undertakings contained in this
Section in order to assist participating underwriters of the notes and brokers, dealers and
municipal securities dealers in complying with Securities and Exchange Commission
Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. The chief financial
officer of the City is authorized and directed to do 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 of the City contained in this Section for so long as said Rule 15c2-l2 is applicable
to the notes and the City remains an "obligated person" under the Rule with respect to the notes.
Notwithstanding any other provisions in this resolution to the contrary, failure of the City
to perform any covenant in this Section 10 shall 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 10.
The City may amend the provIsIons of this Section 10 and any provIsIon of this
Section 10 may be waived, if:
(a) such amendment 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-l2 promulgated
under the Securities Exchange 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 well as any change in circumstances; and
(c) the amendment or waiver (i) does not materially impair the interests of
noteholders, as determined by an opinion of nationally recognized bond counsel expert in
federal securities laws acceptable to the City, or (ii) is approved by the affirmative vote of
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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 waiver, the next succeeding annual report shall
explain, in narrative form, the reasons for the amendment or waiver and the impact of the change
on the type of financial information being provided.
Section 11. Defeasance and Payment of Notes.
(a) If the City shall payor cause to be paid to the registered owners of the
notes 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 notes shall be
discharged and satisfied.
(b) Any notes, whether at or prior to the maturity or the redemption date of
such notes, shall be deemed to have been paid within the meaning of this Section if (i) in
case any such notes are to be redeemed prior to the maturity thereof, there shall have
been taken all action necessary to call such notes 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 notes 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 12. 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 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 notes. All of the notes, regardless of the time or times of their
issuance, shall be of equal rank without preference, priority or distinction of any of the notes
over any other thereof except as expressly provided in or pursuant to this resolution. This
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resolution and the resolution awarding the notes, fixing the interest rates and levying taxes for
the payment thereof 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 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 13. Notice. The City Clerk is authorized to publish a notice of the issuance of
the notes as a class 1 notice pursuant to Section 893.77, Wisconsin Statutes.
Section 14. Effective Date. This resolution shall become effective immediately upon its
passage, the public welfare requiring it.
Motion by: DeGarmo
Second by: Tom Wellnitz
Councilmember Aye Nay Pass Absent
WeJlnitz, Tim X
Brien X
WiJliams X
WeJlnitz, Tom X
Steeber X
DeGarmo X
Addie X
AJ)OPTED: March 14. 2005
APPROVED:
~_fi,-,- ~ ~J¡~-~ /!l--
Steven E. Sheiffer, City Manager
ATTEST:
Jean
APPROVED AS TO FORM:
r
tft/k4Y1
City Attorney
Proposed by:
Prepared by:
Finance Administration
Finance Administration
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