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Village Board of Trustees

Regular Meeting

Weston, WI · February 6, 2023

AgendaMinutes

Minutes

VILLAGE OF WESTON, MARATHON COUNTY, WISCONSIN SPECIAL MEETING OF THE BOARD OF TRUSTEES Monday, February 6, 2023, at 6:00 p.m. AGENDA ITEMS 1. Board of Trustees Meeting called to order by President Maloney Maloney called the meeting to order at 6:01 p.m. 2. Pledge Allegiance to the Flag 3. Roll Call by Clerk Trustee Present Ermeling, Barb EXCUSED Fiene, Nate YES Maloney, Mark YES Cronin, Steve YES Weiland, Jamie YES Hartinger, Jasper YES Zeyghami, Hooshang YES PUBLIC COMMENTS None. RESOLUTIONS 4. Resolution 2023-008 Resolution Awarding the Sale of $12,875,000 General Obligation Corporate Purpose Bonds, Series 2023A. (on recording https://youtu.be/RhjHIqh6JXs?t=3) Motion by Fiene, seconded by Zeyghami to approve bid and proposed Resolution No. 2023-008 – Resolution Awarding the Sale of $12,875,000 General Obligation Corporate Purpose Bonds, Series 2023A. Yes Vote: 6 No Votes:0 Abstain:0 Not Voting: 1 Result: Pass Trustee Present Ermeling, Barb EXCUSED Fiene, Nate YES Maloney, Mark YES Cronin, Steve YES Weiland, Jamie YES Hartinger, Jasper YES Zeyghami, Hooshang YES SPECIAL BOARD OF TRUSTEES MEETING MINUTES 02/06/2023 Prepared by: Pamela Brehm, Village Clerk VILLAGE OF WESTON, WISCONSIN OFFICIAL MEETING MINUTES OF THE BOARD OF TRUSTEES Motion by Fiene, second by Hartinger to recess the Board of Trustees Meeting until such a time as the closed session items in the Joint Human Resources Committee/Board of Trustees meeting are complete. Motion carried. Yes Vote: 6 No Votes:0 Abstain:0 Not Voting: 1 Result: Pass Trustee Present Ermeling, Barb EXCUSED Fiene, Nate YES Maloney, Mark YES Cronin, Steve YES Weiland, Jamie YES Hartinger, Jasper YES Zeyghami, Hooshang YES Board of Trustees meeting is recessed at 6:09 p.m. Reconvene Special Board of Trustees Meeting at 7:21 p.m. NEW BUSINESS (on recording https://youtu.be/RhjHIqh6JXs?t=599) 5. Appointment of Building Committee for Improvements to the Public Safety Building Motion by Fiene, second by Weiland to approve creation of the Public Safety Building Committee to provide recommendations to the Board of Trustees for moving forward with improvements to the Public Safety Building and providing project oversight. Members will be Jasper Hartinger, Steve Cronin, Chief Clay Schulz, Chief Josh Finke, Scott Tatro, and Jim Pinsonneault. Ex officio members would be Michael Wodalski and Keith Donner. Yes Vote: 6 No Votes:0 Abstain:0 Not Voting: 1 Result: Pass Trustee Present Ermeling, Barb EXCUSED Fiene, Nate YES Maloney, Mark YES Cronin, Steve YES Weiland, Jamie YES Hartinger, Jasper YES Zeyghami, Hooshang YES UNFINISHED BUSINESS (on recording https://youtu.be/RhjHIqh6JXs?t=773) 6. Update on Status of Municipal Center Completion Presentation made by Jon Wallenkamp from Kueny Architects. MOVE TO CLOSED SESSION PER Wis. Stat. § 19.85(1)(e) Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public SPECIAL BOARD OF TRUSTEES MEETING MINUTES 2/6/2023 Prepared by: Pamela Brehm, Village Clerk VILLAGE OF WESTON, WISCONSIN OFFICIAL MEETING MINUTES OF THE BOARD OF TRUSTEES business, whenever competitive or bargaining reasons require a closed session – to wit Municipal Building contract status, proposal for approval of Certificate of Substantial Completion. (Board, Jennifer Higgins, Michael Wodalski, Keith Donner, Jessica Trautman, Pamela Brehm, Jim Pinsonneault, Roman Maguire and Jon Wallenkamp present during closed session) Motion by Fiene, second by Hartinger to move into closed session. Roll Call Vote Yes Vote: 6 No Votes:0 Abstain:0 Not Voting: 1 Result: Pass Trustee Present Ermeling, Barb EXCUSED Fiene, Nate YES Maloney, Mark YES Cronin, Steve YES Weiland, Jamie YES Hartinger, Jasper YES Zeyghami, Hooshang YES Move to closed session at 7:31 p.m. RECONVENE TO OPEN SESSION at 7:52 p.m. POSSIBLE ACTION ON CLOSED SESSION ITEMS Motion by Cronin, second by Weiland to acknowledge certificate of substantial completion of January 4, 2023. Yes Vote: 6 No Votes:0 Abstain:0 Not Voting: 1 Result: Pass Trustee Present Ermeling, Barb EXCUSED Fiene, Nate YES Maloney, Mark YES Cronin, Steve YES Weiland, Jamie YES Hartinger, Jasper YES Zeyghami, Hooshang YES ATTORNEY REFERRALS None. REMARKS FROM TRUSTEES Jasper Hartinger reviewed last bid for public safety building. Will be working toward maintenance of exterior, painting and signage. REMARKS FROM THE PRESIDENT SPECIAL BOARD OF TRUSTEES MEETING MINUTES 2/6/2023 Prepared by: Pamela Brehm, Village Clerk VILLAGE OF WESTON, WISCONSIN OFFICIAL MEETING MINUTES OF THE BOARD OF TRUSTEES FUTURE ITEMS Next meeting date(s): - February 20, 2023, Board of Trustees Regular Meeting at 6:00 p.m. ADJOURN Motion by Cronin, second by Fiene to adjourn at 7:56 p.m. Yes Vote: 7 No Votes:0 Abstain:0 Not Voting: 0 Result: Pass Trustee Present Ermeling, Barb YES Fiene, Nate YES Maloney, Mark YES Cronin, Steve YES Weiland, Jamie YES Hartinger, Jasper YES Zeyghami, Hooshang YES SPECIAL BOARD OF TRUSTEES MEETING MINUTES 2/6/2023 Prepared by: Pamela Brehm, Village Clerk

Agenda

VILLAGE OF WESTON, MARATHON COUNTY, WISCONSIN SPECIAL MEETING AGENDA OF THE BOARD OF TRUSTEES Weston Municipal Center Board Room 4747 Camp Phillips Road, Weston, WI 54476 Monday, February 6, 2023, at 6:00 p.m. A quorum of members from other Village governmental bodies (boards, commissions, and committees) may attend the above-noticed meeting to gather information. If a quorum of other government bodies are present this would constitute a meeting pursuant to “State of Wisconsin ex rel. Badke v. Greendale Village Bd., 173 Wis.2d 553,494 N.W.2d 408 (1993)”. Therefore, no official actions other than those of the BOARD OF TRUSTEES shall take place. Any interested persons may attend the meeting via the Zoom link listed below. Join Zoom Meeting: Join Zoom Meeting by Phone: https://zoom.us/j/5445915099 +1 312 626 6799 US (Chicago) Meeting ID: 544 591 5099 AGENDA ITEMS 1. Board of Trustees Meeting called to order by President Maloney 2. Pledge Allegiance to the Flag 3. Roll Call by Clerk for Board of Trustees a. Maloney{p}, Ermeling{vp}, Cronin, Fiene, Hartinger, Weiland, Zeyghami PUBLIC COMMENTS RESOLUTIONS 4. Resolution 2023-008 Resolution Awarding the Sale of $12,875,000 General Obligation Corporate Purpose Bonds, Series 2023A NEW BUSINESS 5. Appointment of Building Committee for Improvements to the Public Safety Building UNFINISHED BUSINESS 6. Update on Status of Municipal Center Completion MOVE TO CLOSED SESSION PER Wis. Stat. § 19.85(1)(e) Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session – to wit Municipal Building contract status, proposal for approval of Certificate of Substantial Completion. RECONVENE TO OPEN SESSION POSSIBLE ACTION ON CLOSED SESSION ITEMS REMARKS FROM TRUSTEES BOARD OF TRUSTEES SPECIAL MEETING AGENDA 02/06/2023 Prepared by: Pamela Brehm, Village Clerk VILLAGE OF WESTON, WISCONSIN SPECIAL MEETING AGENDA OF THE BOARD OF TRUSTEES REMARKS FROM THE PRESIDENT FUTURE ITEMS Next meeting date(s): - February 20, 2023, Board of Trustees Regular Meeting at 6:00 p.m. ADJOURN In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 (ADA), the Village will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs or activities. If you need assistance or reasonable accommodations in participating in this meeting or event due to a disability as defined under the ADA, please call the Village Clerk at 715-359-6114 or clerks@westonwi.gov to discuss your accessibility needs. We ask your request be provided a minimum of 72 hours before the scheduled event or meeting. If a request is made less than 72 hours before the event the Village will make a good faith effort to accommodate your request. This Notice was posted at 5500 Schofield Avenue, the Village Municipal Center at 4747 Camp Phillips Road, on www.westonwi.gov and transmitted to media partners on February 3, 2023. BOARD OF TRUSTEES MEETING AGENDA 02/06/2023 Prepared by: Pamela Brehm, Village Clerk RESOLUTION NO. 2023-008 RESOLUTION AWARDING THE SALE OF $12,875,000 GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2023A WHEREAS, on January 9, 2023, the Village Board of the Village of Weston, Marathon County, Wisconsin (the "Village") adopted initial resolutions authorizing the issuance of general obligation bonds in the following amounts and for the following public purposes: $1,385,000 for street improvement projects; $285,000 for water system projects; and $530,000 for sewerage projects, consisting of sanitary sewer projects and storm sewer projects (collectively, the above- referenced initial resolutions are referred to herein as the "Project Initial Resolutions"); WHEREAS, the Village Board hereby finds and determines that the projects described in the Project Initial Resolutions (the "Project") are within the Village's power to undertake and therefore serve a "public purpose" as that term is defined in Section 67.04(1)(b), Wisconsin Statutes; WHEREAS, on January 9, 2023, the Village Board of the Village also adopted an initial resolution authorizing the issuance of general obligation refunding bonds in an amount not to exceed $10,675,000 (the "Refunding Initial Resolution"); WHEREAS, the obligations to be refunded are the Village's Installment Note, dated December 21, 2020 and Promissory Note, dated November 17, 2021 (collectively, the "Refunded Obligations") (hereinafter the refinancing of the Refunded Obligations shall be referred to as the "Refunding"); WHEREAS, the Village Board deems it to be necessary, desirable and in the best interest of the Village to refund the Refunded Obligations for the purpose of restructuring the Village's outstanding indebtedness; WHEREAS, the Village is authorized by the provisions of Section 67.04, Wisconsin Statutes, to borrow money and issue general obligation refunding bonds for such public purposes and to refinance its outstanding obligations; WHEREAS, on January 9, 2023, the Village Board of the Village also adopted a resolution (the "Set Sale Resolution"), providing that the general obligation bond issues authorized by the Project Initial Resolutions and the Refunding Initial Resolution (collectively, the "Initial Resolutions") be combined, issued and sold as a single issue of bonds designated as "General Obligation Corporate Purpose Bonds, Series 2023A" (the "Bonds") for the purpose of paying the cost of the Project and the Refunding; WHEREAS, pursuant to the Set Sale Resolution, the Village has directed Ehlers & Associates, Inc. ("Ehlers") to take the steps necessary to sell the Bonds to pay the cost of the Project and the Refunding; QB\77867084.1 WHEREAS, Ehlers, in consultation with the officials of the Village, prepared a Notice of Sale (a copy of which is attached hereto as Exhibit A and incorporated herein by this reference) setting forth the details of and the bid requirements for the Bonds and indicating that the Bonds would be offered for public sale on February 6, 2023; WHEREAS, the Village Clerk (in consultation with Ehlers) caused a form of notice of the sale to be published and/or announced and caused the Notice of Sale to be distributed to potential bidders offering the Bonds for public sale on February 6, 2023; WHEREAS, the Village has duly received bids for the Bonds as described on the Bid Tabulation attached hereto as Exhibit B and incorporated herein by this reference (the "Bid Tabulation"); WHEREAS, it has been determined that the bid proposal (the "Proposal") submitted by the financial institution listed first on the Bid Tabulation fully complies with the bid requirements set forth in the Notice of Sale and is deemed to be the most advantageous to the Village. Ehlers has recommended that the Village accept the Proposal. A copy of said Proposal submitted by such institution (the "Purchaser") is attached hereto as Exhibit C and incorporated herein by this reference; and WHEREAS, the Village Board now deems it necessary, desirable and in the best interest of the Village that the Bonds be issued in the aggregate principal amount of $___________ for the following purposes and in the following amounts: $__________________ for street improvement projects; $__________________ for water system projects; $__________________ for sewerage projects, consisting of sanitary sewer projects and storm sewer projects; and $__________________ for refunding obligations of the Village, including interest on them. NOW, THEREFORE, BE IT RESOLVED by the Village Board of the Village that: Section 1. Ratification of the Notice of Sale and Offering Materials. The Village Board hereby ratifies and approves the details of the Bonds set forth in Exhibit A attached hereto as and for the details of the Bonds. The Notice of Sale and any other offering materials prepared and circulated by Ehlers are hereby ratified and approved in all respects. All actions taken by officers of the Village and Ehlers in connection with the preparation and distribution of the Notice of Sale, and any other offering materials are hereby ratified and approved in all respects. Section 1A. Authorization and Award of the Bonds. For the purpose of paying the cost of the Project and the Refunding, there shall be borrowed pursuant to Section 67.04, Wisconsin Statutes and the Initial Resolutions, the principal sum of TWELVE MILLION EIGHT HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($12,875,000) from the Purchaser in accordance with the terms and conditions of the Proposal. The Proposal of the Purchaser offering to purchase the Bonds for the sum set forth on the Proposal, plus accrued interest to the date of delivery, resulting in a true interest cost as set forth on the Proposal, is hereby accepted. The President and Village Clerk or other appropriate officers of the Village are authorized and directed to execute an acceptance of the Proposal on behalf of the Village. The good faith deposit of the Purchaser shall be applied in accordance with the Notice of Sale, and any good -2- QB\77867084.1 faith deposits submitted by unsuccessful bidders shall be promptly returned. The Bonds shall bear interest at the rates set forth on the Proposal. Section 2. Terms of the Bonds. The Bonds shall be designated "General Obligation Corporate Purpose Bonds, Series 2023A"; shall be issued in the aggregate principal amount of $12,875,000; shall be dated February 28, 2023; shall be in the denomination of $5,000 or any integral multiple thereof; shall be numbered R-1 and upward; and shall bear interest at the rates per annum and mature on February 1 of each year, in the years and principal amounts as set forth on the Pricing Summary attached hereto as Exhibit D-1 and incorporated herein by this reference. Interest shall be payable semi-annually on February 1 and August 1 of each year commencing on February 1, 2024. Interest shall be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. The schedule of principal and interest payments due on the Bonds is set forth on the Debt Service Schedule attached hereto as Exhibit D-2 and incorporated herein by this reference (the "Schedule"). Section 2A. Designation of Maturities. For purposes of State law, the Bonds of the earliest maturities are designated as being issued for the Refunding and such Bonds are further designated as being issued to pay and discharge the debts incurred by the Village through the issuance of the Refunded Obligations (and any obligations refunded by the Refunded Obligations) in the order in which those debts were incurred, so that the Bonds of the earliest maturities are considered to be issued to discharge the debts which were incurred first. The balance of the Bonds are designated as being issued to finance the Project. Section 3. Redemption Provisions. The Bonds maturing on February 1, 2032 and thereafter are subject to redemption prior to maturity, at the option of the Village, on February 1, 2031 or on any date thereafter. Said Bonds are redeemable as a whole or in part, and if in part, from maturities selected by the Village, and within each maturity by lot, at the principal amount thereof, plus accrued interest to the date of redemption. [The Proposal specifies that [some of] the Bonds are subject to mandatory redemption. The terms of such mandatory redemption are set forth on an attachment hereto as Exhibit MRP and incorporated herein by this reference. Upon the optional redemption of any of the Bonds subject to mandatory redemption, the principal amount of such Bonds so redeemed shall be credited against the mandatory redemption payments established in Exhibit MRP for such Bonds in such manner as the Village shall direct.] Section 4. Form of the Bonds. The Bonds shall be issued in registered form and shall be executed and delivered in substantially the form attached hereto as Exhibit E and incorporated herein by this reference. Section 5. Tax Provisions. (A) Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and interest on the Bonds as the same becomes due, the full faith, credit and resources of the Village are hereby irrevocably pledged, and there is hereby levied upon all of -3- QB\77867084.1 the taxable property of the Village a direct annual irrepealable tax in the years 2023 through 2040 for the payments due in the years 2024 through 2041 in the amounts set forth on the Schedule. (B) Tax Collection. So long as any part of the principal of or interest on the Bonds remains unpaid, the Village shall be and continue without power to repeal such levy or obstruct the collection of said tax until all such payments have been made or provided for. After the issuance of the Bonds, said tax shall be, from year to year, carried onto the tax roll of the Village and collected in addition to all other taxes and in the same manner and at the same time as other taxes of the Village for said years are collected, except that the amount of tax carried onto the tax roll may be reduced in any year by the amount of any surplus money in the Debt Service Fund Account created below. (C) Additional Funds. If at any time there shall be on hand insufficient funds from the aforesaid tax levy to meet principal and/or interest payments on said Bonds when due, the requisite amounts shall be paid from other funds of the Village then available, which sums shall be replaced upon the collection of the taxes herein levied. Section 6. Segregated Debt Service Fund Account. (A) Creation and Deposits. There shall be and there hereby is established in the treasury of the Village, if one has not already been created, a debt service fund, separate and distinct from every other fund, which shall be maintained in accordance with generally accepted accounting principles. Debt service or sinking funds established for obligations previously issued by the Village may be considered as separate and distinct accounts within the debt service fund. Within the debt service fund, there hereby is established a separate and distinct account designated as the "Debt Service Fund Account for General Obligation Corporate Purpose Bonds, Series 2023A" (the "Debt Service Fund Account") and such account shall be maintained until the indebtedness evidenced by the Bonds is fully paid or otherwise extinguished. There shall be deposited into the Debt Service Fund Account (i) all accrued interest received by the Village at the time of delivery of and payment for the Bonds; (ii) any premium not used for the Refunding which may be received by the Village above the par value of the Bonds and accrued interest thereon; (iii) all money raised by the taxes herein levied and any amounts appropriated for the specific purpose of meeting principal of and interest on the Bonds when due; (iv) such other sums as may be necessary at any time to pay principal of and interest on the Bonds when due; (v) surplus monies in the Borrowed Money Fund as specified below; and (vi) such further deposits as may be required by Section 67.11, Wisconsin Statutes. (B) Use and Investment. No money shall be withdrawn from the Debt Service Fund Account and appropriated for any purpose other than the payment of principal of and interest on the Bonds until all such principal and interest has been paid in full and the Bonds canceled; provided (i) the funds to provide for each payment of principal of and interest on the Bonds prior to the scheduled receipt of taxes from the next succeeding tax collection may be invested in direct obligations of the United States of America maturing in time to make such payments when they are due or in other investments permitted by law; and (ii) any funds over -4- QB\77867084.1 and above the amount of such principal and interest payments on the Bonds may be used to reduce the next succeeding tax levy, or may, at the option of the Village, be invested by purchasing the Bonds as permitted by and subject to Section 67.11(2)(a), Wisconsin Statutes, or in permitted municipal investments under the pertinent provisions of the Wisconsin Statutes ("Permitted Investments"), which investments shall continue to be a part of the Debt Service Fund Account. Any investment of the Debt Service Fund Account shall at all times conform with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") and any applicable Treasury Regulations (the "Regulations"). (C) Remaining Monies. When all of the Bonds have been paid in full and canceled, and all Permitted Investments disposed of, any money remaining in the Debt Service Fund Account shall be transferred and deposited in the general fund of the Village, unless the Village Board directs otherwise. Section 7. Proceeds of the Bonds; Segregated Borrowed Money Fund. The proceeds of the Bonds (the "Bond Proceeds") (other than any premium not used for the Refunding and accrued interest which must be paid at the time of the delivery of the Bonds into the Debt Service Fund Account created above) shall be deposited into a special fund (the "Borrowed Money Fund") separate and distinct from all other funds of the Village and disbursed solely for the purpose or purposes for which borrowed. Monies in the Borrowed Money Fund may be temporarily invested in Permitted Investments. Any monies, including any income from Permitted Investments, remaining in the Borrowed Money Fund after the purpose or purposes for which the Bonds have been issued have been accomplished, and, at any time, any monies as are not needed and which obviously thereafter cannot be needed for such purpose(s) shall be deposited in the Debt Service Fund Account. Section 8. No Arbitrage. All investments made pursuant to this Resolution shall be Permitted Investments, but no such investment shall be made in such a manner as would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or the Regulations and an officer of the Village, charged with the responsibility for issuing the Bonds, shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the date of delivery of the Bonds to the Purchaser which will permit the conclusion that the Bonds are not "arbitrage bonds," within the meaning of the Code or Regulations. Section 9. Compliance with Federal Tax Laws. (a) The Village represents and covenants that the projects financed by the Bonds and by the Refunded Obligations and the ownership, management and use of the projects will not cause the Bonds or the Refunded Obligations to be "private activity bonds" within the meaning of Section 141 of the Code. The Village further covenants that it shall comply with the provisions of the Code to the extent necessary to maintain the tax-exempt status of the interest on the Bonds including, if applicable, the rebate requirements of Section 148(f) of the Code. The Village further covenants that it will not take any action, omit to take any action or permit the taking or omission of any action within its control (including, without limitation, making or permitting any use of the proceeds of the Bonds) if taking, permitting or omitting to take such action would cause any of the Bonds to be an arbitrage bond or a private activity bond within the meaning of the Code or would otherwise cause interest on the Bonds to be included in the gross income of the recipients thereof for federal income tax purposes. The Village Clerk or other officer of the Village charged with the -5- QB\77867084.1 responsibility of issuing the Bonds shall provide an appropriate certificate of the Village certifying that the Village can and covenanting that it will comply with the provisions of the Code and Regulations. (b) The Village also covenants to use its best efforts to meet the requirements and restrictions of any different or additional federal legislation which may be made applicable to the Bonds provided that in meeting such requirements the Village will do so only to the extent consistent with the proceedings authorizing the Bonds and the laws of the State of Wisconsin and to the extent that there is a reasonable period of time in which to comply. Section 10. Execution of the Bonds; Closing; Professional Services. The Bonds shall be issued in printed form, executed on behalf of the Village by the manual or facsimile signatures of the President and Village Clerk, authenticated, if required, by the Fiscal Agent (defined below), sealed with its official or corporate seal, if any, or a facsimile thereof, and delivered to the Purchaser upon payment to the Village of the purchase price thereof, plus accrued interest to the date of delivery (the "Closing"). The facsimile signature of either of the officers executing the Bonds may be imprinted on the Bonds in lieu of the manual signature of the officer but, unless the Village has contracted with a fiscal agent to authenticate the Bonds, at least one of the signatures appearing on each Bond shall be a manual signature. In the event that either of the officers whose signatures appear on the Bonds shall cease to be such officers before the Closing, such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as if they had remained in office until the Closing. The aforesaid officers are hereby authorized and directed to do all acts and execute and deliver the Bonds and all such documents, certificates and acknowledgements as may be necessary and convenient to effectuate the Closing. The Village hereby authorizes the officers and agents of the Village to enter into, on its behalf, agreements and contracts in conjunction with the Bonds, including but not limited to agreements and contracts for legal, trust, fiscal agency, disclosure and continuing disclosure, and rebate calculation services. Any such contract heretofore entered into in conjunction with the issuance of the Bonds is hereby ratified and approved in all respects. Section 11. Payment of the Bonds; Fiscal Agent. The principal of and interest on the Bonds shall be paid by [________________, ___________, ______, which is hereby appointed as the Village's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin Statutes] [the Village Clerk or Village Treasurer] (the "Fiscal Agent"). [The Village hereby authorizes the President and Village Clerk or other appropriate officers of the Village to enter into a Fiscal Agency Agreement between the Village and the Fiscal Agent. Such contract may provide, among other things, for the performance by the Fiscal Agent of the functions listed in Wis. Stats. Sec. 67.10(2)(a) to (j), where applicable, with respect to the Bonds]. Section 12. Persons Treated as Owners; Transfer of Bonds. The Village shall cause books for the registration and for the transfer of the Bonds to be kept by the Fiscal Agent. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of either principal or interest on any Bond shall be made only to the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. -6- QB\77867084.1 Any Bond may be transferred by the registered owner thereof by surrender of the Bond at the office of the Fiscal Agent, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, the President and Village Clerk shall execute and deliver in the name of the transferee or transferees a new Bond or Bonds of a like aggregate principal amount, series and maturity and the Fiscal Agent shall record the name of each transferee in the registration book. No registration shall be made to bearer. The Fiscal Agent shall cancel any Bond surrendered for transfer. The Village shall cooperate in any such transfer, and the President and Village Clerk are authorized to execute any new Bond or Bonds necessary to effect any such transfer. Section 13. Record Date. The 15th day of the calendar month next preceding each interest payment date shall be the record date for the Bonds (the "Record Date"). Payment of interest on the Bonds on any interest payment date shall be made to the registered owners of the Bonds as they appear on the registration book of the Village at the close of business on the Record Date. Section 14. Utilization of The Depository Trust Company Book-Entry-Only System. In order to make the Bonds eligible for the services provided by The Depository Trust Company, New York, New York ("DTC"), the Village agrees to the applicable provisions set forth in the Blanket Issuer Letter of Representations, which the Village Clerk or other authorized representative of the Village is authorized and directed to execute and deliver to DTC on behalf of the Village to the extent an effective Blanket Issuer Letter of Representations is not presently on file in the Village Clerk's office. Section 15. Payment of Issuance Expenses. The Village authorizes the Purchaser to forward the amount of the proceeds of the Bonds allocable to the payment of issuance expenses to a financial institution selected by Ehlers at Closing for further distribution as directed by Ehlers. Section 16. Official Statement. The Village Board hereby approves the Preliminary Official Statement with respect to the Bonds and deems the Preliminary Official Statement as "final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the "Rule"). All actions taken by officers of the Village in connection with the preparation of such Preliminary Official Statement and any addenda to it or final Official Statement are hereby ratified and approved. In connection with the Closing, the appropriate Village official shall certify the Preliminary Official Statement and any addenda or final Official Statement. The Village Clerk shall cause copies of the Preliminary Official Statement and any addenda or final Official Statement to be distributed to the Purchaser. Section 17. Undertaking to Provide Continuing Disclosure. The Village hereby covenants and agrees, for the benefit of the owners of the Bonds, to enter into a written undertaking (the "Undertaking") if required by the Rule to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events in accordance with the Rule. The Undertaking shall be enforceable by the owners of the -7- QB\77867084.1 Bonds or by the Purchaser on behalf of such owners (provided that the rights of the owners and the Purchaser to enforce the Undertaking shall be limited to a right to obtain specific performance of the obligations thereunder and any failure by the Village to comply with the provisions of the Undertaking shall not be an event of default with respect to the Bonds). To the extent required under the Rule, the President and Village Clerk, or other officer of the Village charged with the responsibility for issuing the Bonds, shall provide a Continuing Disclosure Certificate for inclusion in the transcript of proceedings, setting forth the details and terms of the Village's Undertaking. Section 18. Redemption of the Refunded Obligations. The Refunded Obligations are hereby called for prior payment and redemption on February 28, 2023 at a price of par plus accrued interest to the date of redemption. The Village hereby directs the Village Clerk to take all actions necessary for the redemption of the Refunded Obligations on their redemption date. Any and all actions heretofore taken by the officers and agents of the Village to effectuate such redemption are hereby ratified and approved. Section 19. Record Book. The Village Clerk shall provide and keep the transcript of proceedings as a separate record book (the "Record Book") and shall record a full and correct statement of every step or proceeding had or taken in the course of authorizing and issuing the Bonds in the Record Book. Section 20. Bond Insurance. If the Purchaser determines to obtain municipal bond insurance with respect to the Bonds, the officers of the Village are authorized to take all actions necessary to obtain such municipal bond insurance. The President and Village Clerk are authorized to agree to such additional provisions as the bond insurer may reasonably request and which are acceptable to the President and Village Clerk including provisions regarding restrictions on investment of Bond proceeds, the payment procedure under the municipal bond insurance policy, the rights of the bond insurer in the event of default and payment of the Bonds by the bond insurer and notices to be given to the bond insurer. In addition, any reference required by the bond insurer to the municipal bond insurance policy shall be made in the form of Bond provided herein. -8- QB\77867084.1 Section 21. Conflicting Resolutions; Severability; Effective Date. All prior resolutions, rules or other actions of the Village Board or any parts thereof in conflict with the provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so conflict. In the event that any one or more provisions hereof shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The foregoing shall take effect immediately upon adoption and approval in the manner provided by law. Adopted, approved and recorded February 6, 2023. _____________________________ Mark Maloney President ATTEST: ____________________________ Pamela Brehm Village Clerk (SEAL) -9- QB\77867084.1 EXHIBIT A Notice of Sale To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution. (See Attached) QB\77867084.1 EXHIBIT B Bid Tabulation To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution. (See Attached) QB\77867084.1 EXHIBIT C Winning Bid To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution. (See Attached) QB\77867084.1 EXHIBIT D-1 Pricing Summary To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution. (See Attached) QB\77867084.1 EXHIBIT D-2 Debt Service Schedule and Irrepealable Tax Levies To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution. (See Attached) QB\77867084.1 [EXHIBIT MRP Mandatory Redemption Provision The Bonds due on February 1, ____, ____ and ____ (the "Term Bonds") are subject to mandatory redemption prior to maturity by lot (as selected by the Depository) at a redemption price equal to One Hundred Percent (100%) of the principal amount to be redeemed plus accrued interest to the date of redemption, from debt service fund deposits which are required to be made in amounts sufficient to redeem on February 1 of each year the respective amount of Term Bonds specified below: For the Term Bonds Maturing on February 1, Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity) For the Term Bonds Maturing on February 1, Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity) For the Term Bonds Maturing on February 1, Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity) For the Term Bonds Maturing on February 1, Redemption Date Amount ____ $______ ____ ______ ____ ______ (maturity)] QB\77867084.1 EXHIBIT E (Form of Bond) UNITED STATES OF AMERICA REGISTERED STATE OF WISCONSIN DOLLARS MARATHON COUNTY NO. R-___ VILLAGE OF WESTON $_______ GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2023A MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP: February 1, _____ February 28, 2023 ____% ______ DEPOSITORY OR ITS NOMINEE NAME: CEDE & CO. PRINCIPAL AMOUNT: _______________________ THOUSAND DOLLARS ($__________) FOR VALUE RECEIVED, the Village of Weston, Marathon County, Wisconsin (the "Village"), hereby acknowledges itself to owe and promises to pay to the Depository or its Nominee Name (the "Depository") identified above (or to registered assigns), on the maturity date identified above, the principal amount identified above, and to pay interest thereon at the rate of interest per annum identified above, all subject to the provisions set forth herein regarding redemption prior to maturity. Interest shall be payable semi-annually on February 1 and August 1 of each year commencing on February 1, 2024 until the aforesaid principal amount is paid in full. Both the principal of and interest on this Bond are payable to the registered owner in lawful money of the United States. Interest payable on any interest payment date shall be paid by wire transfer to the Depository in whose name this Bond is registered on the Bond Register maintained by [________________, ___________, ______] OR [the Village Clerk or Village Treasurer] (the "Fiscal Agent") or any successor thereto at the close of business on the 15th day of the calendar month next preceding each interest payment date (the "Record Date"). This Bond is payable as to principal upon presentation and surrender hereof at the office of the Fiscal Agent. For the prompt payment of this Bond together with interest hereon as aforesaid and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the Village are hereby irrevocably pledged. This Bond is one of an issue of Bonds aggregating the principal amount of $12,875,000, all of which are of like tenor, except as to denomination, interest rate, maturity date and redemption provision, issued by the Village pursuant to the provisions of Section 67.04, Wisconsin Statutes, for the following public purposes in the following amounts: street QB\77867084.1 improvement projects ($________); water system projects ($________); sewerage projects, consisting of sanitary sewer projects and storm sewer projects ($________); and refunding obligations of the Village, including interest on them ($________), as authorized by resolutions adopted on January 9, 2023 and February 6, 2023. Said resolutions are recorded in the official minutes of the Village Board for said dates. The Bonds maturing on February 1, 2032 and thereafter are subject to redemption prior to maturity, at the option of the Village, on February 1, 2031 or on any date thereafter. Said Bonds are redeemable as a whole or in part, and if in part, from maturities selected by the Village, and within each maturity by lot (as selected by the Depository), at the principal amount thereof, plus accrued interest to the date of redemption. [The Bonds maturing in the years ________ are subject to mandatory redemption by lot as provided in the resolutions referred to above, at the redemption price of par plus accrued interest to the date of redemption and without premium.] In the event the Bonds are redeemed prior to maturity, as long as the Bonds are in book-entry-only form, official notice of the redemption will be given by mailing a notice by registered or certified mail, overnight express delivery, facsimile transmission, electronic transmission or in any other manner required by the Depository, to the Depository not less than thirty (30) days nor more than sixty (60) days prior to the redemption date. If less than all of the Bonds of a maturity are to be called for redemption, the Bonds of such maturity to be redeemed will be selected by lot. Such notice will include but not be limited to the following: the designation, date and maturities of the Bonds called for redemption, CUSIP numbers, and the date of redemption. Any notice provided as described herein shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. The Bonds shall cease to bear interest on the specified redemption date provided that federal or other immediately available funds sufficient for such redemption are on deposit at the office of the Depository at that time. Upon such deposit of funds for redemption the Bonds shall no longer be deemed to be outstanding. It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this Bond have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the Village, including this Bond and others issued simultaneously herewith, does not exceed any limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual irrepealable tax has been levied sufficient to pay this Bond, together with the interest thereon, when and as payable. This Bond is transferable only upon the books of the Village kept for that purpose at the office of the Fiscal Agent, only in the event that the Depository does not continue to act as depository for the Bonds, and the Village appoints another depository, upon surrender of the Bond to the Fiscal Agent, by the registered owner in person or his duly authorized attorney, together with a written instrument of transfer (which may be endorsed hereon) satisfactory to the -2- QB\77867084.1 Fiscal Agent duly executed by the registered owner or his duly authorized attorney. Thereupon a new fully registered Bond in the same aggregate principal amount shall be issued to the new depository in exchange therefor and upon the payment of a charge sufficient to reimburse the Village for any tax, fee or other governmental charge required to be paid with respect to such registration. The Fiscal Agent shall not be obliged to make any transfer of the Bonds (i) after the Record Date, (ii) during the fifteen (15) calendar days preceding the date of any publication of notice of any proposed redemption of the Bonds, or (iii) with respect to any particular Bond, after such Bond has been called for redemption. The Fiscal Agent and Village may treat and consider the Depository 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 or redemption price hereof and interest due hereon and for all other purposes whatsoever. The Bonds are issuable solely as negotiable, fully-registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. [This Bond shall not be valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Fiscal Agent.] No delay or omission on the part of the owner hereof to exercise any right hereunder shall impair such right or be considered as a waiver thereof or as a waiver of or acquiescence in any default hereunder. -3- QB\77867084.1 IN WITNESS WHEREOF, the Village of Weston, Marathon County, Wisconsin, by its governing body, has caused this Bond to be executed for it and in its name by the manual or facsimile signatures of its duly qualified President and Village Clerk; and to be sealed with its official or corporate seal, if any, all as of the original date of issue specified above. VILLAGE OF WESTON MARATHON COUNTY, WISCONSIN By: ______________________________ Mark Maloney President (SEAL) By: ______________________________ Pamela Brehm Village Clerk -4- QB\77867084.1 [Date of Authentication: _______________, ______ CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue authorized by the within-mentioned resolutions of the Village of Weston, Marathon County, Wisconsin. _______________________ _________, _____________ By____________________________ Authorized Signatory] -5- QB\77867084.1 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto ____________________________________________________________________________ (Name and Address of Assignee) ____________________________________________________________________________ (Social Security or other Identifying Number of Assignee) the within Bond and all rights thereunder and hereby irrevocably constitutes and appoints ______________________________________, Legal Representative, to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: _____________________ Signature Guaranteed: _____________________________ ________________________________ (e.g. Bank, Trust Company (Depository or Nominee Name) or Securities Firm) NOTICE: This signature must correspond with the name of the Depository or Nominee Name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. ____________________________ (Authorized Officer) -6- QB\77867084.1 REQUEST FOR CONSIDERATION Public Mtg/Date: Board of Trustees, February 6, 2023 Description: Appointment of Building Committee for Improvements to the Public Safety Building From: Keith Donner, P.E., Administrator Question: Discussion on creating a Building Committee to provide guidance and oversight on completing improvements to the Public Safety Building. Background In the early 2000’s the Village purchased and re-purposed a former beverage distribution facility to use as the Administration office for Everest Metropolitan Police Department (EMPD), South Area Fire and Emergency Response (SAFER) (formerly Weston Fire Department), Municipal Court, and Town of Weston, all the above which are referred to as the “Public Safety Building.” In 2015 Village retained an architect for evaluation of the condition of all Village building facilities housing Public Safety, Parks, Public Works, and general Administration. Improvements to the Public Safety Building were designed based on the evaluation that interior spaces were underutilized and with input from Public Safety and Village staff. Improvements to the Public Safety Building were completed in 2019 and 2020. Following these initial improvements, more improvements (interior and exterior) are recognized to be needed and desired. Upon bidding the work for exterior improvements in September 2022, costs were higher than expected and additional effort to proceed was suspended. The desire is to resume effort to complete exterior improvements and, possibly, interior improvements to areas not targeted in the original project. It is desired to create a Building Committee to provide recommendations to the Board of Trustees on the best path forward to complete the necessary and desired improvements to the Public Safety Building. Attached Docs: Village of Weston Municipal Code, Section 2.217 Prior Review: FISCAL IMPACT: To be determined Recommendations: President can propose the creation of a Public Safety Building Committee and propose its makeup per Sec. 2.217 of Municipal Code, subject to Board motion. Recommended Language for Official Action Motion(s): I move to approve the creation of a Public Safety Building Committee provide recommendations to the Board of Trustees for moving forward with improvements to the Public Safety Building and providing project oversight. Recommend committee makeup; Desired schedule, other? Additional action: Committee to report recommendations on plan to proceed at a future meeting of the Board of Trustees VILLAGE OF WESTON 5500 SCHOFIELD AVENUE, WESTON, WI 54476 Sec 2.217 Special Committees The president may, from time to time, appoint such special committees as he deems advisable or as provided for by motion or resolution by the board stating the number of members and object thereof to perform such duties as may be assigned to them. REQUEST FOR CONSIDERATION Public Mtg/Date: Board of Trustees, February 6, 2023 Description: Update on Status of Municipal Center Completion. From: Keith Donner, P.E., Administrator, on behalf of President, Mark Maloney Question: Administrator introduction on status of Municipal Center Building with proposed closed session to discuss Certificate of Substantial Completion Background At the January 16, 2023, regular meeting of the Board of Trustees there was discussion on the status of the Municipal Building Construction Contract in both open and closed sessions; the latter of which was focused on the Certificate of Substantial Completion with Miron Construction. As an overall summary, Miron Construction has been working with Kueny Architects and the Village to complete punch list items. Our information on any unresolved items and punch list items becomes clearer day by day but, also subject to change as any new things surface. Village Public Works operations have been moved in and are now working from the new building as of the week of January 16th. Applicable staff have been participating in training on systems within the building. Our thought of combining the computer server at the Public Safety Building for building access and security has changed as we are now informed this system is administered through City/County IT and we would have difficulty making changes. We are now going to utilize the server we will obtain for the parks surveillance equipment and don’t have a firm date on getting this up and running. The long and short on this is that the key card system will not be active until that server is in place and working. We are working on possible alternate design of a salt structure which right now is focused on possible use of a fabric type building if zoning code can accommodate such a design. Jon Wallenkamp will be present for discussion of the Substantial Completion Certificate on Monday in closed session. Attached Docs: None Prior Review: Monthly during project construction FISCAL IMPACT: Recommendations: To be determined after closed session discussion of Substantial Completion Recommended Language for Official Action Proposed Motion(s) – To be determined Additional action: To be determined VILLAGE OF WESTON 5500 SCHOFIELD AVENUE, WESTON, WI 54476

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