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2023-2125 RESOLUTION NO. 2023-2125 RESOLUTION AWARDING $17,485,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2023, OF THE CITY OF JANESVILLE, WISCONSIN, ESTABLISHING INTEREST RATES THEREON AND LEVYING TAXES THEREFOR WHEREAS, this City Council has heretofore authorized the issuance and sale of$17,485,000 General Obligation Promissory Notes, Series 2023 (the "Notes"), in a resolution adopted on June 12, 2023 and entitled "Resolution Authorizing the Issuance of $17,485,000 General Obligation Promissory Notes, Series 2023, of the City of Janesville, Wisconsin, and Providing the Details Thereof"; and WHEREAS, pursuant to advertised public sale the following sealed bids were received for the Notes on July 10, 2023, by 10:30 a.m., local time: Names of Bidders True Interest Rates (Account Manager) KeyBanc Capital Markets, Cleveland, OH 3.217534% Huntington Securities, Inc., Chicago, IL 3.267297 HilltopSecurities, Dallas, TX 3.279541 Mesirow Financial, Inc., Chicago, IL 3.298446 Robert W. Baird & Co., Inc., Milwaukee, WI 3.306333 Raymond James & Associates, Inc., St. Petersburg, FL 3.323502 J.P. Morgan Securities LLC, New York, NY 3.346301 RBC Capital Markets, New York, NY 3.350299 WHEREAS, it has been determined that the highest and best bid for the Notes was that of KeyBanc Capital Markets, Cleveland, OH, which bid is as follows: 1 4s9u-N_'76-1067.2 BID FORM City of Janesville, City Council July 10, 2023 do Wisconsin Public Finance Professionals, LLC, Municipal Advisor 155 South Executive Drive, Suite 211 Brookfield, WI 53005 414-434-9644 — Office 414-226-2014 — Fax Email: cawirth(@wipublicfinance.com Re: $17,485,000 General Obligation Promissory Notes, Series 2023 ("Notes") Dated July 26, 2023 (Non-Bank Qualified) For all or none of the above Notes, in accordance with the Official Notice of Sale, we will pay you $18,146,655.15 (no less than $17,485,000 nor more than $18,184,400) plus accrued interest to date of delivery, for Notes bearing interest rates and maturing on February 1, in the stated years as follows: Maturity Principal* Interest Rate Maturity Principal* Interest Rate 02/01/24 $2,275,000 5.00% 02/01/29 $1,700,000 4.00% 02/01/25 1,780,000 5.00% 02/01/30 1,580,000 4.00% 02/01/26 1,780,000 5.00% 02/01/31 1,725,000 4.00% 02/01/27 1,780,000 4.00% 02/01/32 1,845,000 4.00% 02/01/28 1,760,000 4.00% 02/01/33 1,260,000 4.00% *The City reserves the right, after bids are opened and prior to award, to increase or decrease the amount of any individual maturity of the Notes, in increments of $5,000. In the event of any such modification, the aggregate purchase price proposed will be adjusted to maintain the same gross spread relating to underwriter compensation per $1,000. The Notes maturing on February 1, 2032 and thereafter shall be subject to redemption prior to maturity, at the option of the City, beginning February 1, 2031 or on any date thereafter. Said Notes are redeemable as a whole or in part, and if in part, from maturities selected by the City and within each maturity by lot, at the principal amount thereof, plus accrued interest to the date of redemption. This bid is a firm offer for the purchase of the Notes identified in the Official Notice of Sale, on the terms as set forth in this bid form and the Official Notice of Sale, and is not subject to any conditions, except as permitted by the Official Notice of Sale. By submitting this bid, we confirm that we have an established industry reputation for underwriting new issuances of municipal securities. (If the bidder cannot confirm an established industry reputation for underwriting new issuances of municipal securities, the preceding sentence should be crossed out.) If the competitive sale requirements are not met, to determine the issue price of the Notes, we elect to use the: (select one) 10% test I hold-the offering-price rule The successful bidder will be responsible for the cost of obtaining CUSIP numbers. Per the Official Notice of Sale, the winning bidder must submit a wire transfer to the City in the amount of$349,700 no later than 2 p.m. (Central Time) on the sale date. 2 4s9U-8276-1067.2 The Notes are to be accompanied by the unqualified approving legal opinion of Kutak Rock LLP, Bond Counsel, and a certificate evidencing that no litigation is pending against the City, which will affect the validity or security of these Notes. Respectively submitted, Keybanc Capital Markets Underwriter (Account Manager) By I, the duly authorized official of the City of Janesville, do hereby accept and award the Notes pursuant to the foregoing offer, in legal meeting this 10th day of July, 2023 at (4.06 p.m. central time. r/e� V v Z City Manager NOTAPARTOFBID Our calculation of total net interest cost using the above rates are: Gross Interest Cost Less: Premium Net Interest Cost True Interest Rate $3,397,799.31 ($665,655.15) $2,736,144.16 3.217534% Account Members: 3 4890-8_2 7 6-106 7.2 WHEREAS, it is now necessary to award the Notes to the successful bidder and to establish the interest rates thereon; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Janesville, Wisconsin, as follows: Section 1. Sale of Notes. The sale of $17,485,000 General Obligation Promissory Notes, Series 2023, to KeyBanc Capital Markets, Cleveland, OH, at a price of$18,146,655.15 and accrued interest to the date of delivery is hereby ratified and confirmed. Section 2. Interest Rates. The Notes shall mature on February 1 of the following years, and bear interest at the following rates, payable on February 1, 2024 and each August 1 and February 1 thereafter Maturities Amounts ($) Interest Rates (%) 2024 2,275,000 5.00 2025 1,780,000 5.00 2026 1,780,000 5.00 2027 1,780,000 4.00 2028 1,760,000 4.00 2029 1,700,000 4.00 2030 1,580,000 4.00 2031 1,725,000 4.00 2032 1,845,000 4.00 2033 1,260,000 4.00 Section 3. Redemption Provisions. The Notes maturing on or after February 1, 2032 shall be subject to redemption prior to maturity as a whole or in part at the option of the City upon notice as therein provide, in any order of maturity and by lot within a single maturity, on February 1, 2031, 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. Section 4. Execution and Delivery; Borrowed Money Fund. The Notes shall be executed by the City Manager and the City Clerk in the manner heretofore provided, and upon authentication by Associated Trust Company, National Association, City of Green Bay,Wisconsin, as note registrar, shall thereupon be delivered by the City Clerk to the purchaser upon payment of the purchase price. The principal proceeds from the sale of the Notes shall be paid into the City treasury and entered in a fund separate and distinct from all other funds, which fund shall be designated "General Obligation Promissory Notes, Series 2023, Borrowed Money Fund." Money in said funds shall be used solely for the purposes for which the Notes were issued, including repayment of any temporary loan or reimbursement of any temporary advance made in anticipation of the issuance of said Notes. 4 4890-82 76-1067.2 Section 5. Tax Levy. For the purpose of paying the principal amounts of the Notes as the same shall mature, and to pay the interest thereon as the same shall come due, there is hereby levied, for each year in which any of the Notes shall be outstanding, direct, annual, irrepealable taxes in amounts fully sufficient to pay such principal and interest, and the specific amounts levied for each year are as follows: Amount ($) of Year of Levy Principal and Interest 2023 2,986,399.31 2024 2,379,500.00 2025 2,290,500.00 2026 2,210,400.00 2027 2,119,600.00 2028 1,990,400.00 2029 1,804,800.00 2030 1,883,700.00 2031 1,932,300.00 2032 1,285,200.00 Section 6. Extension of Taxes. The amounts of taxes levied pursuant to Section 4 hereof shall be carried onto the tax roll by the City from year to year and collected as other taxes are collected, and such amounts may be reduced in any year only by any amount of surplus money in the Debt Service Fund created pursuant to Section 67.11, Wisconsin Statutes. Section 7. Debt Service Fund. There is hereby created a fund to be known as "General Obligation Promissory Notes, Series 2023, Debt Service Fund" to be established and maintained in accordance with generally accepted accounting principles. Into the Debt Service Fund there shall be deposited the following: (a) all premium and accrued interest from the sale of the respective Notes; (b) all allocable money raised by taxation pursuant to Section 4 hereof; (c) any surplus in the Borrowed Money Fund created in Section 3 hereof; and (d) such additional amounts as may at any time be necessary to pay the principal of and interest on the respective Notes as the same shall become due. Section 8. Dated Date. The Notes shall be initially dated the date of their delivery. Section 9. Continued Validity. If any section, paragraph, clause or provision of this resolution shall be invalid or ineffective for any reason, the remainder of this resolution shall remain in full force and effect, it being expressly hereby found and declared that the remainder of this resolution would have been adopted by the City Council despite the invalidity of such section, paragraph, clause or provision. 5 489(142 76-1 067.2 Section 10. Effective Date. All orders or resolutions in conflict herewith are hereby repealed insofar as such conflict exists, and this resolution shall take effect immediately upon its passage, the public welfare requiring it. ADOPTED: July 10, 2023 Motion by: Williams Second by: Marshick APPR VED: Councilmember Aye Nay Pass Absent Benson Kevin Lahner, City Manager Jackson Burdick x ATTEST: Neeno x Marshick far Miller x Lorena Rae Stottler, City Clerk-Treasurer Williams x APPROVED AS TO FORM: (16-let/W Wald Klimczyk, City Attorney Proposed by: City Manager Prepared by: Kevin Barney, Bond Counsel 4 4890-8276-1067.1