HomeMy WebLinkAbout24. 22-243EXCEED $9,140,000 AGGREGATE PRINCIPAL AMOUNT OF
GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2022B,
OF THE CITY OF OSHKOSH, WINNEBAGO COUNTY,
WISCONSIN, IN SUCH AMOUNT, PROVIDING DETAILS,
PRESCRIBING THE FORM OF NOTE, AWARDING THE NOTES
TO THE BEST BIDDER, LEVYING TAXES, AND RELATED
MATTERS
INITIATED BY: FINANCE DEPARTMENT
WHEREAS, cities are authorized, pursuant to the provisions of Section 67.12(12), Wisconsin
Statutes, as supplemented and amended, to issue promissory notes for projects undertaken for
public purposes; and
WHEREAS, for the purpose of providing funds for the purpose of creating a fund from which
to pay the cost of projects, it is considered necessary and desirable by the Common Council of the
City of Oshkosh, Winnebago County, Wisconsin (the “City”), that the City borrow the aggregate
principal amount of $9,140,000 for public purposes, including, but not limited to, acquiring,
constructing and improving sidewalks, traffic signals and other traffic improvements, purchasing
equipment and vehicles, constructing and improving parking lots, improving public buildings and
property and making lakeshore improvements, and that the City issue its General Obligation
Promissory Notes, Series 2022B (the “Notes”) to evidence the indebtedness thereby incurred; and
WHEREAS, it is now necessary and desirable that the Notes be sold and issued for the
purposes aforesaid in the aggregate principal amount of $9,050,000; and
WHEREAS, notice of the sale of the Notes was previously duly published in The Bond
Buyer; and
WHEREAS, pursuant to the advertisement aforesaid, sealed bids were received for the
purchase of the Notes in the aggregate principal amount of $9,050,000 until 10:30 A.M., Central
Time. on June 14, 2022, and are as follows:
REVISED
JUNE 14, 2022 22-243 RESOLUTION
(CARRIED___7-0_____LOST________LAID OVER________WITHDRAWN________)
PURPOSE: RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO
NAME OF BIDDER TRUE INTEREST RATE
Robert W. Baird & Co. Incorporated 3.4304%*
Huntington Securities, Inc. 3.4458%
Hilltop Securities 3.5996%
; and
WHEREAS, the bid of Robert W. Baird & Co. Incorporated, Milwaukee, Wisconsin (the
“Purchaser”) at a price of $9,590,976.80 (the “Purchase Price”), was the best bid submitted,
which bid is set forth in Exhibit A hereto:
NOW, THEREFORE, Be It Resolved by the Common Council of the City of Oshkosh,
Winnebago County, Wisconsin, as follows:
Section 1. Incorporation of Preambles. The Common Council hereby find that all of
the recitals contained in the preambles to this Resolution are full, true and correct and do
incorporate them into this Resolution by this reference.
Section 2. Authorization. The issuance of $9,050,000 aggregate principal amount of
promissory notes is hereby authorized for the purpose of providing funds in an amount sufficient
to finance the public purpose projects, as set out in the preambles to this Resolution.
The Notes shall be designated “General Obligation Promissory Notes, Series 2022B,” shall
be dated the date of delivery thereof, as originally issued, and shall also bear the date of their
authentication by the City Treasurer, as registrar and paying agent, or a successor designated as
such pursuant to this Resolution (the “Registrar”). The Notes shall be in fully registered form,
shall be in denominations of $5,000 each and integral multiples thereof (but no single Note shall
represent installments of principal maturing on more than one date), shall be lettered “R” and
numbered consecutively starting with the number one, shall mature as to principal on June 1 of the
years and in the principal amounts, and shall bear interest at the rates per annum, as follows:
* True interest cost of 3.4411% after resizing.
YEAR
PRINCIPAL
AMOUNT
INTEREST
RATE
2023 $ 610,000 3.000%
2024 935,000 3.000%
2025 960,000 3.000%
2026 810,000 4.000%
2027 845,000 4.000%
2028 880,000 5.000%
2029 930,000 5.000%
2030 975,000 5.000%
2031 1,025,000 5.000%
2032 1,080,000 5.000%
Section 3. Interest; Payment Provisions. The Notes shall bear interest from their date
or from the most recent interest payment date to which interest has been paid or duly provided for,
at the interest rates set out above, such interest (computed upon the basis of a 360-day year
consisting of twelve 30-day months) being payable on June 1 and December 1 of each year,
commencing on June 1, 2023. Interest on each Note shall be paid by check or draft of the Registrar
to the person or entity in whose name such Note is registered at the close of business on the
fifteenth day of the calendar month immediately preceding the applicable interest payment date.
The principal of each Note shall be payable in lawful money of the United States of America only
upon presentation and surrender of the Notes at the designated office of the Registrar.
Section 4. Execution; Authentication. The Notes shall be executed on behalf of the City
with the manual or facsimile signature of the City Manager of the City and with the manual or
facsimile signature of the City Clerk of the City, and sealed with the official seal of the City or a
printed facsimile of said seal. In case any officer whose signature shall appear on any Note shall
cease to be such officer before the delivery of such Note, such signature shall nevertheless be valid
and sufficient for all purposes, the same as if such officer had remained in office until delivery.
The Notes may be prepared in printed or typewritten form.
All Notes shall have thereon a certificate of authentication substantially in the form
hereinafter set forth duly executed by the Registrar as authenticating agent of the City and showing
the date of authentication of the Notes. No Note shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this Resolution unless and until such certificate of
authentication shall have been duly executed by the Registrar by manual signature, and such
certificate of authentication upon any such Note shall be conclusive evidence that such Note has
been authenticated and delivered under this Resolution. The certificate of authentication on any
Note shall be deemed to have been executed by the Registrar if signed by the Registrar or an
authorized officer of the Registrar, but it shall not be necessary that the same person sign the
certificate of authentication on all of the Notes issued under this Resolution.
Section 5. Registration of Notes; Persons Treated as Owners. The City shall cause
books (the “Note Register”) for the registration and for the transfer of the Notes as provided in
this Resolution to be kept at the designated office of the Registrar, which is hereby constituted and
appointed the registrar of the City with respect to the Notes herein authorized.
Upon surrender for transfer of any Note at the principal corporate trust office of the Registrar, duly
endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory
to the Registrar and duly executed by, the registered owner or his or her attorney duly authorized
in writing, the City shall execute and the Registrar shall authenticate, date and deliver in the name
of the transferee or transferees a new fully registered Note or Notes of the same maturity of
authorized denominations, for a like aggregate principal amount. Any fully registered Note or
Notes may be exchanged at said office of the Registrar for a like aggregate principal amount of
Note or Notes of the same maturity of other authorized denominations. The execution by the City
of any fully registered Note shall constitute full and due authorization of such Note and the
Registrar shall thereby be authorized to authenticate, date and deliver such Note, provided,
however, the principal amount of outstanding Notes of each maturity authenticated by the Registrar
shall not exceed the authorized principal amount of Notes for such maturity less previous
retirements.
The Registrar shall not be required to transfer or exchange any Note during the period
beginning at the close of business on the 15th day of the month next preceding any interest
payment date on such Note and ending at the opening of business on such interest payment date,
nor to transfer or exchange any Note after notice calling such Note for prepayment has been
mailed, nor during a period of fifteen (15) days next preceding mailing of a notice of prepayment
of any Notes.
The person in whose name any Note shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of the principal of or interest on any Note
shall be made only to or upon the order of the registered owner thereof or his or her legal
representative. All such payments shall be valid and effectual to satisfy and discharge the liability
upon such Note to the extent of the sum or sums so paid.
No service charge shall be made for any transfer or exchange of Notes, but the City or the
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Notes except in the case of
the issuance of a Note or Notes for the unredeemed portion of a Note surrendered for prepayment.
(b) Global Book-Entry System. The Notes shall be initially issued in the form of a
separate single fully registered Note for each of the maturities of the Notes determined as described
in Section 2 hereof. Unless otherwise requested by any Purchaser, upon initial issuance, the
ownership of each such Note shall be registered in the Note Register in the name of Cede & Co.,
or any successor thereto (“Cede”), as nominee of The Depository Trust Company, New York,
New York, and its successors and assigns (“DTC”). All of the outstanding Notes shall be
registered in the Note Register in the name of Cede, as nominee of DTC, except as hereinafter
provided. The Mayor, the City Manager, the Treasurer, the Director of Finance and any other
business official of the City and the Registrar are each authorized to execute and deliver, on behalf
of the City, such letters to or agreements with DTC as shall be necessary to effectuate such book-
entry system (any such letter or agreement being referred to herein as the “Representation Letter”),
which Representation Letter may provide for the payment of principal of or interest on the Notes
by wire transfer.
With respect to Notes registered in the Note Register in the name of Cede, as nominee of
DTC, the City and the Registrar shall have no responsibility or obligation to any broker-dealer,
bank or other financial institution for which DTC holds Notes from time to time as securities
depository (each such broker-dealer, bank or other financial institution being referred to herein as
a “DTC Participant”) or to any person on behalf of whom such a DTC Participant holds an interest
in the Notes. Without limiting the immediately preceding sentence, the City and the Registrar
shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede or any DTC Participant with respect to any ownership interest in the Notes, (ii) the delivery
to any DTC Participant or any other person, other than a registered owner of a Note as shown in
the Note Register, of any notice with respect to the Notes, including any notice of prepayment, or
(iii) the payment to any DTC Participant or any other person, other than a registered owner of a
Note as shown in the Note Register, of any amount with respect to the principal of or interest on
the Notes. The City and the Registrar may treat and consider the person in whose name each Note
is registered in the Note Register as the holder and absolute owner of such Note for the purpose of
payment of principal and interest with respect to such Note, for the purpose of giving notices of
prepayment and other matters with respect to such Note, for the purpose of registering transfers
with respect to such Note, and for all other purposes whatsoever. The Registrar shall pay all
principal of and interest on the Notes only to or upon the order of the respective registered owners
of the Notes, as shown in the Note Register, or their respective attorneys duly authorized in writing,
and all such payments shall be valid and effective to fully satisfy and discharge the City’s
obligations with respect to payment of the principal of and interest on the Notes to the extent of
the sum or sums so paid. No person other than a registered owner of a Note as shown in the Note
Register, shall receive a Note evidencing the obligation of the City to make payments of principal
and interest with respect to any Note. Upon delivery by DTC to the Registrar of written notice to
the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to
the provisions in Section 3 hereof with respect to the payment of interest to the registered owners
of Notes at the close of business on the 15th day of the month next preceding the applicable interest
payment date, the name “Cede” in this resolution shall refer to such new nominee of DTC.
In the event that (i) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (ii) the agreement among the
City, the Registrar and DTC evidenced by the Representation Letter shall be terminated for any
reason or (iii) the City determines that it is in the best interests of the beneficial owners of the
Notes that they be able to obtain certificated Notes, the City shall notify DTC and DTC Participants
of the availability through DTC of certificated Notes and the Notes shall no longer be restricted to
being registered in the Note Register in the name of Cede, as nominee of DTC. At that time, the
City may determine that the Notes shall be registered in the name of and deposited with such other
depository operating a universal book-entry system, as may be acceptable to the City, or such
depository’s agent or designee, and if the City does not select such alternate universal book-entry
system, then the Notes may be registered in whatever name or names registered owners of Notes
transferring or exchanging Notes shall designate, in accordance with the provisions of Section 5(a)
hereof.
Notwithstanding any other provisions of this resolution to the contrary, so long as any Note
is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of
and interest on such Note and all notices with respect to such Note shall be made and given,
respectively, in the name provided in the Representation Letter.
Section 6. Prepayment. The Notes maturing on or after June 1, 2030, shall be subject
to prepayment at the option of the City, as a whole or in part in such order as the City shall
determine (less than all of the Notes of a single maturity to be selected by the Registrar, as
hereinafter provided), on June 1, 2029, and on any date thereafter, at a prepayment price of 100%
of the principal amount thereof being prepaid plus accrued interest to the date fixed for
prepayment.
The Notes shall be redeemed only in the principal amount of $5,000 and integral multiples
thereof. The City shall, at least forty-five (45) days prior to any optional prepayment date (unless
a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such prepayment
date and of the principal amount and maturity or maturities of Notes to be redeemed. For purposes
of any prepayment of less than all of the outstanding Notes of a single series and maturity, the
particular Notes or portions of Notes to be redeemed shall be selected by lot by the Registrar from
the Notes of such series and maturity by such method of lottery as the Registrar shall deem fair
and appropriate; provided that such lottery shall provide for the selection for prepayment of Notes
or portions thereof so that any $5,000 Note or $5,000 portion of a Note shall be as likely to be
called for prepayment as any other such $5,000 Note or $5,000 portion. The Registrar shall make
such selection upon the earlier of the irrevocable deposit of funds with an escrow agent sufficient
to pay the prepayment price of the Notes to be redeemed or the time of the giving of official notice
of prepayment.
The Registrar shall promptly notify the City in writing of the Notes or portions of Notes
selected for prepayment and, in the case of any Note selected for partial prepayment, the principal
amount thereof to be redeemed.
Section 7. Prepayment Procedure. Unless waived by any holder of Notes to be
redeemed, notice of the call for any such prepayment shall be given by the Registrar on behalf of
the City by mailing the prepayment notice by first class mail at least thirty (30) days and not more
than sixty (60) days prior to the date fixed for prepayment to the registered owner of the Note or
Notes to be redeemed at the address shown on the Note Register or at such other address as is
furnished in writing by such registered owner to the Registrar.
All notices of prepayment shall state:
(1) the date fixed for prepayment,
(2) the prepayment price,
(3) if less than all outstanding Notes are to be redeemed, the identification,
including CUSIP numbers (and, in the case of any partial prepayment, the respective
principal amounts) of the Notes to be redeemed,
(4) that on the date fixed for prepayment the prepayment price will become due
and payable upon each such Note or portion thereof called for prepayment, and that interest
thereon shall cease to accrue from and after said date, and
(5) the place where such Notes are to be surrendered for payment of the
prepayment price, which place of payment shall be the designated office of the Registrar.
Unless moneys sufficient to pay the prepayment price of the Notes to be redeemed at the
option of the City shall have been received by the Registrar prior to the giving of such notice of
prepayment, such notice may, at the option of the City, state that said prepayment shall be
conditional upon the receipt of such moneys by the Registrar on or prior to the date fixed for
prepayment. If such moneys are not received, such notice shall be of no force and effect, the City
shall not redeem such Notes, and the Registrar shall give notice, in the same manner in which the
notice of prepayment shall have been given, that such moneys were not so received and that such
Notes will not be redeemed. Otherwise, prior to any prepayment date, the City shall deposit with
the Registrar an amount of money sufficient to pay the prepayment price of all the Notes or
portions of Notes which are to be redeemed on that date.
Subject to the provisions for a conditional prepayment described above, notice of
prepayment having been given as aforesaid, the Notes or portions of Notes so to be redeemed shall,
on the prepayment date, become due and payable at the prepayment price therein specified, and
from and after such date (unless the City shall default in the payment of the prepayment price)
such Notes or portions of Notes shall cease to bear interest. Upon surrender of such Notes for
prepayment in accordance with said notice, such Notes shall be paid by the Registrar at the
prepayment price. Installments of interest due on or prior to the prepayment date shall be payable
as herein provided for payment of interest. Upon surrender for any partial prepayment of any
Note, there shall be prepared for the registered holder a new Note or Notes of the same maturity
in the amount of the unpaid principal.
If any Note or portion of Note called for prepayment shall not be so paid upon surrender
thereof for prepayment, the principal shall, until paid, bear interest from the prepayment date at
the rate borne by the Note or portion of Note so called for prepayment. All Notes which have been
redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued.
Section 8. Form of Notes. The Notes, the certificate of authentication to be endorsed
thereon and the form of assignment to be endorsed thereon are all to be in substantially the
following forms with necessary and appropriate variations, omissions and insertions as permitted
or required by this Resolution, including any reordering or other modifications required if the
Notes are printed on a single side:
No. R-__________ $__________
(FORM OF NOTE)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
GENERAL OBLIGATION PROMISSORY NOTE, SERIES 2022B
RATE OF
INTEREST
MATURITY DATE
DATED DATE
CUSIP NUMBER
_____% June 1, ____ July 7, 2022 __________
Registered Owner: CEDE & CO.
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS: That the City of Oshkosh in the County of
Winnebago and the State of Wisconsin (the “City”), hereby acknowledges itself to owe and for
value received promises to pay to the Registered Owner hereinabove identified, or registered
assigns as hereinafter provided, on the Maturity Date hereinabove identified the Principal Amount
hereinabove identified and to pay interest (computed on the basis of a 360-day year consisting of
twelve 30-day months) on such Principal Amount from the Dated Date hereinabove identified or
from the most recent interest payment date to which interest has been paid at the Rate of Interest
per annum hereinabove identified on June 1 and December 1 of each year, commencing on June
1, 2023, until said Principal Amount is paid, except as the provisions hereinafter set forth with
respect to prepayment may be and become applicable to this Note.
The principal of this Note is payable in lawful money of the United States of America only
upon presentation and surrender of this Note at the designated office of the City Treasurer of the
City in Oshkosh, Wisconsin, as registrar and paying agent, or any successor thereto (the
“Registrar”). Payment of each installment of interest hereon shall be made to the Registered
Owner hereof who shall appear on the registration books of the City maintained by the Registrar
at the close of business on the fifteenth day of the calendar month immediately preceding the
applicable interest payment date, and shall be paid by check or draft of the Registrar mailed to
such Registered Owner at his address as it appears on such registration books or at such other
address as may be furnished in writing by such Registered Owner to the Registrar.
Reference is hereby made to the further provisions of this Note set forth on the reverse side
hereof, and such further provisions shall for all purposes have the same effect as if set forth on the
front side of this Note.
It is hereby certified, recited and declared that all acts, conditions and things required to be
done, exist, happen and be performed precedent to and in the issuance of this Note have been done,
have existed, have happened and have been performed in due time, form and manner as required
by the Constitution and the laws of the State of Wisconsin; that this Note, together with all other
indebtedness of the City, does not exceed any limitation prescribed by law; and that the City has
levied a direct annual irrepealable tax sufficient to pay the interest hereon when it falls due and
also to pay and discharge the principal hereof at maturity.
The full faith, credit and resources of the City are hereby pledged for the payment of the
principal of and interest on this Note and the issue of which it is a part as the same respectively
become due and for the levy and collection of sufficient taxes for that purpose.
This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF the City of Oshkosh, Winnebago County, Wisconsin, by its
Common Council, has caused this Note to be executed with the duly authorized manual or
facsimile signature of its City Manager and with the duly authorized manual or facsimile signature
of its City Clerk, and its official seal or a facsimile thereof to be impressed or reproduced hereon,
as of the Dated Date hereinabove identified.
City Clerk City Manager
[SEAL]
CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes described in the within mentioned Resolution, and is one of
the General Obligation Promissory Notes, Series 2022B, of the City of Oshkosh, Winnebago
County, Wisconsin.
Date of Authentication: _________________
_______________________________________
City Treasurer
[Form of Note - Reverse Side]
This Note is one of an authorized issue of General Obligation Promissory Notes,
Series 2022B, aggregating the principal amount of $9,050,000 (the “Notes”) and issued for the
public purposes of including, but not limited to, acquiring, constructing and improving sidewalks,
traffic signals and other traffic improvements, purchasing equipment and vehicles, constructing
and improving parking lots, improving public buildings and property and making lakeshore
improvements of the City, and in all respects in compliance with Chapter 67, Wisconsin Statutes,
as supplemented and amended, and a resolution adopted by the Common Council of the City on
June 14, 2022 (the “Resolution”).
This Note is transferable by the Registered Owner hereof in person or by his attorney duly
authorized in writing at the designated office of the Registrar in Oshkosh, Wisconsin, but only in
the manner, subject to the limitations and upon payment of the charges provided in the Resolution,
and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of the
same maturity and interest rate of authorized denomination or denominations and for a like
aggregate principal amount, will be issued to the transferee in exchange for this Note.
The Notes are issuable in fully registered form in denominations of $5,000 each and
integral multiples thereof. This Note may be exchanged at the designated office of the Registrar
for a like aggregate principal amount of Notes of the same maturity and interest rate of other
authorized denominations, upon the terms set forth in the Resolution.
The City and the Registrar may deem and treat the registered owner hereof as the absolute
owner hereof for the purpose of receiving payment of or on account of principal hereof and interest
due hereon and for all other purposes and neither the City nor the Registrar shall be affected by
any notice to the contrary.
The Notes maturing on or after June 1, 2030, are subject to prepayment at the option of the
City, as a whole or in part in such order as the City may determine in integral multiples of $5,000,
less than all Notes of a single maturity to be selected by the Registrar, as provided in the
Resolution, in such manner as it shall deem fair and appropriate, on June 1, 2029, and on any date
thereafter, at a prepayment price of 100% of the principal amount thereof being prepaid plus
accrued interest to the date fixed for prepayment.
Notice of any intended prepayment shall be sent by first class mail, postage prepaid, not
less than thirty (30) days and not more than sixty (60) days prior to the date fixed for prepayment
to the registered owner of each Note to be prepaid (in whole or in part) at the address shown on
the registration books of the City maintained by the Registrar or at such other address as is
furnished in writing by such registered owner to the Registrar. Such notice of prepayment may be
conditional as provided in the Resolution. When so called for prepayment, this Note, or the portion
hereof being so called for prepayment, will cease to bear interest on the specified prepayment date,
provided funds for prepayment are on deposit at the place of payment on that date, and shall not
be deemed to be outstanding.
The following abbreviations, when used in the inscription on the face of the within Note, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT/TRANS MIN ACT-
___________Custodian____________
(Cust) (Minor)
TEN ENT- as tenants by the entirety under Uniform Gifts/Transfers to Minors
JT TEN- as joint tenants with right of
survivorship and not as
tenants in common
Act____________________________
(State)
Additional abbreviations may also be used though not listed above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
______________________________________________________________________________
______________________________________________________________________________
(Name and Address of Assignee)
the within Note, and does hereby irrevocably constitute and appoint ____________________
_________________________________________, or its successor as Registrar, to transfer the
said Note on the books kept for registration thereof with full power of substitution in the premises.
Dated: ____________________
_______________________________
NOTICE: The signature to this Assignment must correspond with the name of the registered
owner as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
Signature guaranteed: ____________________
NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation
in STAMP or such other “signature guaranty program” as may be determined by the
Registrar in addition to or in substitution for STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
* * * *
Section 9. Sale of Notes. The sale of the Notes to the Purchaser for the Purchase Price
is hereby confirmed. The City Treasurer of the City is hereby authorized to deliver the Notes to
said purchasers upon payment of the purchase price. Upon the sale of the Notes, the Mayor, City
Clerk, City Manager, City Treasurer and any other officer of the City, as shall be appropriate, shall
be and are hereby authorized and directed to approve or execute, or both, such documents of sale
of the Notes as may be necessary, including, without limitation, the contract for the sale of the
Notes between the City and the Purchaser (the “Purchase Contract”), which may be evidenced by
an executed bid form, term sheet or other document requested by a Purchaser.
The use by the Purchaser of any Preliminary Official Statement and any final Official
Statement relating to the Notes (the “Official Statement”) is hereby ratified, approved and
authorized; the execution and delivery of the Official Statement is hereby authorized; and the
officers of the Board are hereby authorized to take any action as may be required on the part of the
City to consummate the transactions contemplated by the Purchase Contract, this Resolution, said
Preliminary Official Statement, the Official Statement and the Notes.
Section 10. Tax Levy. In order to provide for the collection of a direct annual tax
sufficient to pay the interest on the Notes and to pay and discharge the principal thereof at maturity,
there is hereby levied upon all the taxable property in the City, a direct annual tax in amounts
sufficient for that purpose, and there is hereby levied upon all taxable property in the City the
following direct annual tax in each of the years and amounts, to-wit:
YEAR AMOUNT
2022 $1,141,040.00
2023 1,288,525.00
2024 1,285,100.00
2025 1,104,500.00
2026 1,106,400.00
2027 1,102,500.00
2028 1,107,250.00
2029 1,104,625.00
2030 1,104,625.00
2031 1,107,000.00
In each of said years from 2022 to 2031, inclusive, the direct annual tax above levied shall
be extended upon the tax rolls of the City in the same manner and time as taxes for general City
purposes, and when collected the proceeds of said taxes shall be deposited into the account of the
debt service fund established in favor of the Notes, to be used solely for paying the principal of
and interest on the Notes as long as any of the Notes remain outstanding.
Section 11. Sufficiency. Interest or principal maturing at any time during the life of the
Notes when there shall be insufficient funds on hand from the above tax levy to pay the same shall
be paid promptly when due from the general fund of the City, and said fund shall be reimbursed
in a like amount out of the proceeds of taxes hereby levied when the same shall have been collected.
Section 12. Debt Service Fund. There has been ordered to be established in the City
Treasury a fund separate and distinct from all other funds of the City to be designated the “Debt
Service Fund,” which fund shall be used solely for the purpose of paying the principal of,
premium, if any, and interest on municipal obligations issued pursuant to Chapter 67, Wisconsin
Statutes, as supplemented and amended. There is hereby created, and there shall be deposited in,
an account known as the “Series 2022B Promissory Note Account,” to be held as a part of the
Debt Service Fund, all premium (net of any underwriter’s discount), if any, and accrued interest
paid on the Notes at the time the Notes are delivered to the purchaser thereof; all money raised by
taxation pursuant to Section 10 hereof; and such other sums as may be necessary to pay the interest
on the Notes when the same shall become due and to retire the Notes at their respective maturity
dates.
Section 13. Use of Proceeds; No Arbitrage; Notes to Remain in Fully Registered Form;
No Reimbursement. The proceeds from the sale of the Notes shall be deposited in a special fund,
and used solely for the purposes for which the Notes are hereby authorized. Such proceeds from
the sale of the Notes shall be used only to pay the costs of the public projects, and the Common
Council hereby covenants and agrees that said principal proceeds shall be devoted to and used with
due diligence for such purposes.
The City recognizes that the purchasers and owners of the Notes will have accepted them
on, and paid therefor a price which reflects, the understanding that the interest thereon is excludible
from gross income of the owners thereof for Federal income tax purposes under laws in force at
the time the Notes shall have been delivered. In this connection, the City agrees that it shall take
no action which may render the interest on any of the Notes includible in gross income of the
owners thereof for Federal income tax purposes and that the principal proceeds of the sale of the
Notes shall be devoted to and used with due diligence for the purposes for which the Notes are
hereby authorized to be issued. The City agrees that, to the extent possible under state law, it will
comply with whatever Federal law is adopted in the future which applies to the Notes and affects
the tax-exempt status of the interest on the Notes.
The City Manager, the City Clerk, the City Treasurer/Finance Director or any of them, are
hereby authorized to execute on behalf of the City a Tax Exemption Certificate and Agreement to
assure the purchasers and owners of the Notes that the proceeds of the Notes are not expected to
be used in a manner which would or might result in the Notes being “reimbursement bonds” issued
in contravention of Section 1.103-18 of the United States Treasury Department Regulations (the
“Regulations”) or “arbitrage bonds” under Section 148 of the mean the Internal Revenue Code of
1986, as amended (the “Code”), or the Regulations currently in effect or proposed. Such Tax
Exemption Certificate and Agreement shall constitute a representation, certification and covenant
of the City, and shall be incorporated herein by reference, and no use or investment of Note
proceeds or of moneys accumulated to pay the Notes herein authorized shall be made in violation
of the expectations prescribed by said Tax Exemption Certificate and Agreement. Such Tax
Exemption Certificate and Agreement shall constitute an agreement of the City to follow certain
covenants which may require the City to take certain actions (including the payment of certain
amounts to the United States of America) or which may prohibit certain actions (including the
establishment of certain funds and accounts) under certain conditions as specified in such Tax
Exemption Certificate and Agreement.
The City further recognizes that Section 149(a) of the Code requires the Notes to be issued
and to remain in fully registered form in order that the interest thereon is excludible from Federal
gross income of the owners thereof under laws in force at the time the Notes are delivered. In this
connection, the City agrees that it will not take any action to permit the Notes to be issued in, or
converted into, bearer or coupon form.
Section 14. Duties of Registrar. If requested by the Registrar, the City Manager of the
City is hereby authorized to execute, and the City Clerk of the City is hereby authorized to attest
and to affix the official seal of the City, and said City Manager and City Clerk are hereby
authorized to deliver, the Registrar’s standard form of agreement between the City and the
Registrar with respect to the obligations and duties of the Registrar hereunder, which shall include
the following:
(a) to act as Registrar, authenticating agent, paying agent and transfer agent as
provided herein;
(b) to give notice of prepayment of Notes as provided herein;
(c) to cancel and destroy Notes which have been paid at maturity or upon earlier
prepayment or submitted for exchange or transfer;
(d) to furnish the City at least annually a certificate of destruction with respect
to Notes cancelled and destroyed; and
(e) to furnish the City at least annually an audit confirmation of Notes paid,
Notes outstanding and payments made with respect to the interest on the Notes.
The City Clerk of the City is hereby directed to file a certified copy of this Resolution with
the Registrar.
The City covenants that it shall at all times retain a Registrar with respect to the Notes, that
it will maintain at the designated office of such Registrar a place or places where Notes may be
presented for payment or registration of transfer or exchange, and that it shall require that the
Registrar properly maintain the Note Register 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 industry.
The 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 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. The 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 willful
wrongdoing. The Registrar shall, however, be responsible for any representation in its certificate
of authentication on the Notes.
The Registrar may be removed at any time by the City by an instrument in writing delivered
to the Registrar.
In case the Registrar shall be removed, or shall be dissolved, or shall be in the course of
dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall
be taken under the control of any public officer or officers, or of a receiver appointed by a court, a
successor may be appointed by the City by an instrument in writing, a copy of which shall be
delivered to the retiring Registrar, the successor Registrar and the registered owners of the Notes.
The City shall mail notice of any such appointment made by it to each registered owner of any
Note within twenty (20) days after such appointment. Any Registrar appointed under the
provisions of this Section 14 shall be an officer of the City or a bank, trust company or national
banking association.
Any corporation or association into which the Registrar may be converted or merged, or
with which it may be consolidated, or to which it may sell or transfer its corporate trust business
as a whole or substantially as a whole, or any corporation or association resulting from any such
conversion, merger or consolidation to which it is a party, shall be and become successor Registrar
hereunder, and vested with all the duties, powers, discretions, immunities, privileges and all other
matters as was its predecessor, without the execution or filing of any instrument or any further act,
deed or conveyance on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. Any such successor Registrar shall give notice thereof to the City and the
registered owners of the Notes.
Section 15. Continuing Disclosure Undertaking. The City Manager or the City
Treasurer/Finance Director of the City is hereby authorized, empowered and directed to execute
and deliver a Continuing Disclosure Undertaking with respect to the Notes (the “Continuing
Disclosure Undertaking”) in substantially the form as the individual executing the Continuing
Disclosure Undertaking on behalf of the City shall approve, his or her execution thereof to
constitute conclusive evidence of his or her approval of the form of such Continuing Disclosure
Undertaking. When the Continuing Disclosure Undertaking is executed and delivered 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, and the officers, employees and agents of the
City are hereby authorized, empowered and directed 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. Copies of the Continuing Disclosure
Undertaking shall be placed in the official records of the City, and shall be available for public
inspection at the offices of the City. Notwithstanding any other provision of this Resolution to the
contrary, the sole remedy for failure to comply with the Continuing Disclosure Undertaking shall
be the ability of any beneficial owner of any Note to seek mandamus or specific performance by
court order to cause the City to comply with its obligations under the Continuing Disclosure
Undertaking.
Section 16. Municipal Bond Insurance. In the event the payment of principal and interest
on the Notes is insured pursuant to a municipal bond insurance policy (the “Municipal Bond
Insurance Policy”) issued by a bond insurer (the “Bond Insurer”), and as long as such Municipal
Bond Insurance Policy shall be in full force and effect, the City and the Registrar agree to comply
with such usual and reasonable provisions regarding presentment and payment of the Notes,
subrogation of the rights of the Noteholders to the Bond Insurer upon payment of the Notes by the
Bond Insurer, amendment hereof, or other terms, as approved by the City Manager and the Director
of Finance or the Mayor on advice of counsel, his or her approval to constitute full and complete
acceptance by the City of such terms and provisions under authority of this Section.
Section 17. Other Documents. The City Manager, the City Clerk, the City
Treasurer/Finance Director and all other officers of the City are hereby authorized to execute all
documents and certificates (including without limitation any certificate or agreement executed to
comply with Rule 15c2-12 of the Securities and Exchange Commission) and to take all actions as
may be necessary in connection with the authorization, issuance, sale and delivery of the Notes
and the performance of the obligations of the City hereunder and to carry out and comply with the
terms of this Resolution, including without limitation the Official Statement. This Resolution and
all such documents shall be in substantially the same form contemplated by this Resolution, with
such changes as shall be approved by the officers executing this Resolution and said documents,
the execution thereof to constitute conclusive proof of such approval.
Section 18. Record-Keeping Policy and Post-Issuance Compliance Matters. On June 8,
2021, the Board adopted a record-keeping policy (the “Policy”) in order to maintain sufficient
records to demonstrate compliance with its covenants and expectations to ensure the appropriate
federal tax status for the debt obligations of the City, the interest on which is excludable from
“gross income” for federal income tax purposes or which enable the City or the holder to receive
federal tax benefits, including, but not limited to, qualified tax credit bonds and other specified tax
credit bonds. The Common Council and the City hereby reaffirm the Policy:
Section 19. Prior Action. The action of the City Treasurer/Finance Director of the City
in causing the notice of the sale of the Notes to be published is hereby in all respects ratified and
confirmed.
Section 20. Severability. If any section, paragraph or provision of this Resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability or such
section, paragraph or provision shall not affect any of the remaining sections, paragraphs and
provisions of this Resolution.
Section 21. Conflicting Proceedings Superseded. All ordinances, resolutions or orders,
or parts thereof, heretofore enacted, adopted or entered, in conflict with the provisions of this
Resolution, shall be and in the same are hereby superseded to the extent of such conflict, and this
Resolution shall be in effect from and after its passage.
Adopted June 14, 2022.
Approved June 14, 2022.
Recorded June 14, 2022.
Mayor
Attest:
City Clerk
EXHIBIT A
WINNING BID