2020-1779 RESOLUTION NO. 2020-1779
RESOLUTION AUTHORIZING THE ISSUANCE OF $26,450,000
GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2020A, AND $3,640,000
TAXABLE GENERAL OBLIGATION COMMUNITY DEVELOPMENT BONDS, SERIES 2020B,
ALL OF THE CITY OF JANESVILLE, WISCONSIN, AND
PROVIDING THE DETAILS THEREOF
Be it resolved by the Common Council of the City of Janesville, Wisconsin, as follows:
Section 1. Authority and Purpose. This resolution is adopted pursuant to Sections
67.05 and 67.12(12) of the Wisconsin Statutes to authorize the issuance of debt for the
improvements or purposes described below.
First, General Obligation Promissory Notes, Series 2020A (the "Series 2020A Notes") for
the following purposes:
(a) $5,564,000 to construct and improve streets;
(b) $119,000 to construct and improve storm sewers;
(c) $3,558,000 to acquire, improve, and maintain parks and public grounds;
(d) $3,046,000 to acquire, improve, and maintain public buildings and
grounds;
(e) $2,726,000 to acquire capital equipment;
(f) $3,625,000 to construct and close landfills;
(g) $1,326,000 to extend and improve the waterworks system;
(h) $1,881,000 to extend and improve the sanitary sewer system; and
(i) $4,605,000 to refund General Obligation Promissory Notes, Series 2011
and 2012.
Second, Taxable General Obligation Community Development Bonds, Series 2020B
(the "Series 2020B Bonds"), for the following purposes:
(a) $3,640,000 to provide financial assistance for community development.
The Series 2020A Notes and the Series 2020B Bonds are referred to collectively herein
as the "Securities."
The foregoing improvements or purposes are each hereby authorized to be made or
undertaken by the City of Janesville, Wisconsin (the "City"). For the purpose of paying principal
of and interest on the Securities, there is hereby levied on all the taxable property in the City a
direct, annual, irreparable tax sufficient for that purpose.
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Section 2. Authorization and Terms of Securities. To meet part of the estimated cost
of the improvements or purposes described in Section 1 of this resolution, there is hereby
appropriated the aggregate sum of $30,090,000. For the purpose of financing said
appropriation, (i) Series 2020A Notes of the City shall be issued and sold in an aggregate
principal amount of $26,450,000, and (ii) Series 2020B Bonds shall be issued and sold in an
aggregate principal amount of $3,640,000. The Securities 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 Securities 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 Security 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 Security shall be dated as of the
date of its initial delivery, (b) if such date of issuance shall be an interest payment date, said
Security shall be dated as of such interest payment date, or (c) if interest due on said Security
shall not have been paid in full, then, notwithstanding any of the foregoing provisions, said
Security shall be dated as of the date to which interest has been paid in full on said Security.
The Securities 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 Securities 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 securities 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 Securities 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 securities 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
Securities shall be paid by check or draft mailed to such registered owners at their addresses
appearing on the registration books.
The Securities shall be subject to redemption prior to maturity as provided by
subsequent action of the City Council.
In the event of the redemption of less than all of a series of Securities of like maturity,
the aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple
thereof, and the securities registrar shall assign each Security of such maturity a distinctive
number for each $5,000 principal amount of such Security 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 Security to be redeemed. The Securities to be redeemed shall be the Securities
to which were assigned the numbers so selected, provided that only so much of the principal
amount of each Security shall be redeemed as shall equal $5,000 for each number assigned to
it and so selected.
Notice of the redemption of Securities 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 Securities to
be redeemed at their last addresses appearing on said registration books. The Securities 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 Securities or portions thereof to be
redeemed, together with interest to the redemption date, shall be available for such payment on
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said date, then from and after the redemption date interest on such Securities or portions
thereof shall cease to accrue and shall become payable. If there shall be drawn for redemption
less than all of a Security, the City shall execute and the securities registrar shall authenticate
and deliver, upon the surrender of such Security, without charge to the owner thereof, for the
unredeemed balance of the Security so surrendered, Securities of like maturity and of the
denomination of$5,000 or any integral multiple thereof.
The Securities may be initially issued in temporary form and shall be exchanged for
definitive printed Securities as soon as possible. The temporary Securities 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 Securities. The Securities 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 Securities shall cease to hold such office before the issuance of the Securities, such
Securities shall nevertheless be valid and sufficient for all purposes, the same as if the person
whose signature, or a facsimile thereof, appears on such Securities had not ceased to hold such
office. Any Security 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
Security such person may not have held such office. No recourse shall be had for the payment
of any Securities against any officer who executes the Securities.
The Securities shall bear thereon a certificate of authentication executed manually by
the securities registrar. No Security 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 securities 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 Securities.
The Securities 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
Securities and the interest thereon, without limitation as to rate or amount.
Section 5. Form of Securities. The Securities shall be issued as fully registered
Securities and shall be substantially in the following form, the blanks to be appropriately
completed when the Securities are printed:
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[FORM OF NOTE]
United States of America
State of Wisconsin
County of Rock
CITY OF JANESVILLE
GENERAL OBLIGATION PROMISSORY NOTE, SERIES 2020A
REGISTERED NO. REGISTERED $
Dated Date Interest Rate Maturity Date CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The CITY OF JANESVILLE, a municipal corporation of the State of Wisconsin situate in
the County of Rock, acknowledges itself indebted and for value received hereby promises to
pay to the registered owner identified above, or registered assigns, the principal amount
specified above on the maturity date specified above, unless this 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 February 1, 2021, 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 Associated Trust Company, National Association, in the City of Green Bay, Wisconsin, 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 of the 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
$26,450,000, 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 purposes: (i) to construct and
improve streets; (ii) to construct and improve storm sewers; (iii) to acquire, improve, and
maintain parks and public grounds; (iv) to acquire, improve, and maintain public buildings and
grounds; (v) to acquire capital equipment; (vi) to construct and close landfills; (vii) to extend and
improve the waterworks system; (viii) to extend and improve the sanitary sewer system; and (ix)
to refund General Obligation Promissory Notes, Series 2011 and 2012.
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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 of Janesville on May 26, 2020 and entitled: "Resolution Authorizing the Issuance of
$27,280,000 in General Obligation Promissory Notes for Financing Various Public Purposes
and $3,640,000 in Taxable General Obligation Community Development Bonds to Provide
Financial Assistance for Community Development."; on June 8, 2020 and entitled: "Resolution
Authorizing the Issuance of $26,450,000 General Obligation Promissory Notes, Series 2020A,
and $3,640,000 Taxable General Obligation Community Development Bonds, Series 2020B, all
of the City of Janesville, Wisconsin, and Providing the Details Thereof'; and on July 13, 2020,
and entitled: "Resolution Awarding $26,450,000 General Obligation Promissory Notes, Series
2020A, and $3,640,000 Taxable General Obligation Community Development Bonds, Series
2020B, all of the City of Janesville, Wisconsin, Establishing Interest Rates Thereon and Levying
Taxes Therefor."
The notes maturing on or after February 1, 2029 are subject to redemption prior to
maturity as a whole or in part at the option of the City upon notice as herein provided, in any
order of maturity and by lot within a single maturity, on February 1, 2028, 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
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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 of the City, is within every debt or other limit
prescribed by law.
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 General Obligation Promissory Notes, Series 2020A, described in
the within-mentioned resolutions.
ASSOCIATED TRUST COMPANY,
NATIONAL ASSOCIATION, as Security
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 Guarantee
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[FORM OF BOND]
United States of America
State of Wisconsin
County of Rock
CITY OF JANESVILLE
TAXABLE GENERAL OBLIGATION COMMUNITY DEVELOPMENT BOND, SERIES 2020B
REGISTERED NO. REGISTERED $
Dated Date Interest Rate Maturity Date CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The CITY OF JANESVILLE, a municipal corporation of the State of Wisconsin situate in
the County of Rock, acknowledges itself indebted and for value received hereby promises to
pay to the registered owner identified above, or registered assigns, the principal amount
specified above on the maturity date specified above, unless this bond shall be redeemable and
shall have previously been called for redemption and payment of the redemption price made or •
provided for, and to pay interest on such principal amount from the dated date hereof at the
interest rate per annum specified above, payable in lawful money of the United States of
America on February 1, 2021, 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 Associated Trust Company, National Association, in the City of Green Bay, Wisconsin, 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
$3,640,000, which are all of like tenor except as to date, maturity, option of redemption and rate
of interest. The bonds are being issued for the following purpose: to provide financial assistance
for community development.
The bonds are authorized and issued under and pursuant to Section 67.05 of the
Wisconsin Statutes and under and in accordance with resolutions adopted by the City Council of
the City of Janesville on May 26, 2020 and entitled: "Resolution Authorizing the Issuance of
$27,280,000 in General Obligation Promissory Notes for Financing Various Public Purposes
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and $3,640,000 in Taxable General Obligation Community Development Bonds to Provide
Financial Assistance for Community Development."; on June 8, 2020 and entitled: "Resolution
Authorizing the Issuance of $26,450,000 General Obligation Promissory Notes, Series 2020A,
and $3,640,000 Taxable General Obligation Community Development Bonds, Series 2020B, all
of the City of Janesville, Wisconsin, and Providing the Details Thereof"; and on July 13, 2020,
and entitled: "Resolution Awarding $26,450,000 General Obligation Promissory Notes, Series
2020A, and $3,640,000 Taxable General Obligation Community Development Bonds, Series
2020B, all of the City of Janesville, Wisconsin, Establishing Interest Rates Thereon and Levying
Taxes Therefor."
The bonds maturing on or after February 1, 2030 are subject to redemption prior to
maturity as a whole or in part at the option of the City upon notice as herein provided, in any
order of maturity and by lot within a single maturity, on February 1, 2029, and on any date
thereafter, at a redemption price equal to 100% of the principal amount thereof to be redeemed
plus accrued interest to the redemption date and without premium.
Notice of the redemption of bonds shall be mailed not less than 30 days nor more than
60 days prior to the date fixed for such redemption to the registered owners of bonds to be
redeemed at their last addresses appearing on such registration books. The bonds or portions
thereof specified in said notice shall become due and payable at the applicable redemption
price on the redemption date therein designated, and if, on the redemption date, moneys for
payment of the redemption price of all the bonds or portions thereof to be redeemed, together
with interest to the redemption date, shall be available for such payment on said date, then from
and after the redemption date interest on such bonds or portions thereof shall cease to accrue
and shall become payable.
This bond is transferable only upon such registration books by the registered owner
hereof in person, or by his attorney duly authorized in writing, upon surrender hereof at the
office of the Bond Registrar together with a written instrument of transfer satisfactory to the
Bond Registrar duly executed by the registered owner or by his duly authorized attorney, and
thereupon a new registered bond or bonds, in the authorized denominations of $5,000 or any
integral multiple thereof and of the same aggregate principal amount, maturity and interest rate
as this bond shall be issued to the transferee in exchange therefor. In like manner, this bond
may be exchanged for an equal aggregate principal amount of bonds of the same maturity and
interest rate and of any of such authorized denominations. The City or the Bond Registrar may
make a charge sufficient to reimburse it for any tax, fee or other governmental charge required
to be paid with respect to the transfer or exchange of this bond. No other charge shall be made
for the privilege of making such transfer or exchange. The City and the Bond Registrar may
treat and consider the person in whose name this bond is registered as the absolute owner
hereof for the purpose of receiving payment of, or on account of, the principal, premium, if any,
and the interest due hereon and for all other purposes whatsoever.
This bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been duly executed by the Bond Registrar.
It is hereby certified, recited and declared that all acts, conditions and things required to
be done, exist and be performed precedent to and in the issuance of this bond in order to make
it a legal, valid and binding obligation of the City have been done, exist and have been
performed in regular and due time, form and manner as required by law, that a direct, annual,
irreparable tax has been levied by the City sufficient to pay the interest when it falls due and
also to pay and discharge the principal at maturity, and that the series of bonds of which this
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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 security is one of the Taxable General Obligation Community Development Bonds,
Series 2020B, described in the within-mentioned resolutions.
ASSOCIATED TRUST COMPANY,
NATIONAL ASSOCIATION, as Security
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 Guarantee
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Section 6. Transfer, Exchange, and Registry. The Securities shall be negotiable,
subject to the provisions for registration of transfer contained herein. Each Security shall be
transferable only upon the registration books maintained by the City for that purpose at the
office of the security 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 security registrar and duly executed by the registered owner or his duly
authorized attorney. Upon the surrender for transfer of any such Security, the City shall execute
and the security registrar shall authenticate and deliver a new Security or Securities registered
in the name of the transferee, of the same aggregate principal amount, maturity and interest
rate as the surrendered Security. Securities, upon surrender thereof at the office of the security
registrar, with a written instrument satisfactory to the security registrar, duly executed by the
registered owner or his attorney duly authorized in writing, may be exchanged for an equal
aggregate principal amount of Securities 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 Securities, the City or the security
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 security registrar shall not be required to transfer or exchange any Security after
notice of the redemption of all or a portion thereof has been mailed. The security registrar shall
not be required to transfer or exchange any Security 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
Security.
The City and the security registrar may deem and treat the person in whose name any
Security shall be registered upon the registration books as the absolute owner of such Security,
whether such Security 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 Security to the extent
of the sums or sums so paid, and neither the City nor the security registrar shall be affected by
any notice to the contrary.
In order to provide for the initial issuance of the Securities in a form that provides for a
system of book-entry only transfers, the ownership of one fully registered Security 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 Securities 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 Security certificates. In such event, the City shall issue and the security registrar
shall authenticate, transfer and exchange security 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 Security. 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
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Participants"), and (b) the persons for whom the DTC Participants acquire interests in the
Securities as nominees.
Section 7. Security Registrar. The City has contracted with and designated
Associated Trust Company, National Association, Green Bay, Wisconsin, to serve as fiscal
agent pursuant to Section 67.10(2), Wisconsin Statutes, and as security registrar. The City
covenants that it shall maintain at the designated office of such security registrar a place where
Securities may be presented for payment and registration of transfer or exchange and that it
shall require that the security 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 security registrar shall signify its acceptance of the duties and obligations imposed
upon it by this resolution by executing the certificate of authentication on any Security, and by
such execution the security 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 Security so authenticated but with respect to all the Securities. The security 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 security registrar shall, however, be responsible for
any representation in its certificate of authentication on the Securities.
The City may remove the security registrar at any time. In case at any time the security
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 security
registrar, or of its property, shall be appointed, or if any public officer shall take charge or control
of the security registrar or of its property or affairs, the City covenants and agrees that it will
thereupon appoint a successor security 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 security 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 Securities. The Securities 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, Brookfield, Wisconsin,
and Official Notices of Sale.
When the Securities shall have been sold, this City Council will adopt the proceedings to
award the Securities, 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
Securities, the City Manager and City Clerk are hereby authorized and directed to execute and
deliver the Securities to the purchasers thereof upon payment therefor; and the principal
proceeds from the sale of the Securities 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.
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Section 10. Tax Covenants.
(a) The City shall not take, nor omit to take, any action that is lawful and
within its power to take, which action or omission would cause interest on any Series
2020A Note to become subject to federal income taxes in addition to federal income
taxes to which interest on such Series 2020A Note is subject on the date of issuance
thereof.
(b) The City shall not permit any of the proceeds of the Series 2020A Notes,
or any facilities financed with such proceeds, to be used in any manner that would cause
any Series 2020A Note to constitute a "private activity bond" within the meaning of
Section 141 of the Internal Revenue Code of 1986 (the "Code").
(c) The City shall not permit any of the proceeds of the Series 2020A Notes
or other moneys to be invested in any manner that would cause any Series 2020A Note
to constitute an "arbitrage bond" within the meaning of Section 148 of the Code.
(d) The City shall comply with the provisions of Section 148(f) of the Code
relating to the payment of certain investment earnings at periodic intervals to the
United States of America; provided, however, that such payment shall not be required to
the extent the City receives an opinion of nationally recognized bond counsel (which
opinion may be given in reliance upon a ruling or rulings of the Internal Revenue
Service) to the effect that such payment is not necessary to preserve the exemption from
federal income taxes of interest on the Series 2020A Notes.
(e) The City does not designate the Series 2020A Notes as "qualified tax-
exempt obligations" within the meaning of Section 265(b)(3) of the Code.
Section 11. Continuing Disclosure. In connection with the sale of the Securities, 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 Security to seek mandamus or
specific performance by court order to cause the City to comply with its obligations under the
Continuing Disclosure Undertaking.
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Section 12. Defeasance and Payment of Securities.
(a) If the City shall pay or cause to be paid to the registered owners of the
Securities of a series the principal, premium, if any, and interest due or to become due
thereon, at the times and in the manner stipulated therein and in this resolution, then the
pledge of taxes, securities, and funds hereby pledged and the covenants, agreements
and other obligations of the City to the registered owners and the beneficial owners of
the Securities shall be discharged and satisfied.
(b) Any Securities, whether at or prior to the maturity or the redemption date
of such Securities, shall be deemed to have been paid within the meaning of this Section
if (i) in case any such Securities are to be redeemed prior to the maturity thereof, there
shall have been taken all action necessary to call such Securities 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 Securities on
and prior to the applicable redemption date or maturity date thereof.
(c) As used in this Section, the term "Federal Obligations" means
(i) noncallable, direct obligations of the United States of America, (ii) noncallable and
nonprepayable, direct obligations of any agency of the United States of America, which
are unconditionally guaranteed by the United States of America as to full and timely
payment of principal and interest, (iii) noncallable, nonprepayable coupons or interest
installments from the securities described in clause (i) or clause (ii) of this paragraph,
which are stripped pursuant to programs of the Department of the Treasury of the
United States of America, or (iv) coupons or interest installments stripped from bonds of
the Resolution Funding Corporation.
Section 13. Resolution To Constitute a Contract. The provisions of this resolution
shall constitute a contract between the City and the owner or owners of the Securities. 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 Securities. All of the Securities, regardless of the time or times
of their issuance, shall be of equal rank without preference, priority, or distinction of any of the
Securities over any other thereof except as expressly provided in or pursuant to this resolution.
This resolution and the resolution awarding the Securities, fixing the interest rates and levying
taxes for the payment thereof shall constitute full authority for the issuance of the Securities
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 Securities as a class 1 notice pursuant to Section 893.77, Wisconsin Statutes.
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Section 15. Effective Date. This resolution shall become effective immediately upon its
passage, the public welfare requiring it.
ADOPTED: June 8, 2020 Motion by: Wolfe
Second by: Johnson
APPROVED: Councilmember Aye Nay Pass Absent
! Benson X
� Conley X
Mark A. reitag, City Manager Farrell X
Johnson X
ATT •
Marklein X
Williams X
Wolfe X
avid T. Godek, 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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