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CCR1985000I. 1. Excerpts of Minutes of open Meeting of the Common Council of the City of Muskego ' 0 A duly-convened meeting of the Common Council of the City of Muskego, Waukesha County, Wisconsin, was held in open session on November 19, 1985, and called to order by Mayor Salentine at Central Time. The following Aldermen were present: P.M., i 1 i 1 i ? The fsllowing Aldermen were absent: , meeting of the Common Council. Notice of this meeting was given to the The Mayor opened the meeting by announcing that this was an open public at least 24 hours in advance of the meeting by forwarding the complete agenda to the official City newspaper, the Muskego Sun, and to all news media who have requested the same as well as posting. Copies of the complete agenda were available for inspection at the City Clerk's office. Anyone desiring information as to forthcoming meetings should contact the City Clerk's off ice. (Here occurred business not pertinent to the bond authorization.) The Mayor announced that the next order of business was to act n the bids received for the City's bond issue. The sale of the was originally scheduled for November 12, but was postponed to this date. The Clerk indicated that the Notice of Bond Sale was published in The Bond Buyer and the Muskego Sun. The City Clerk announced that six sealed bids had been received, details as to each bid submitted: each accompanied by a $31,000 good faith check, and read the following i details Of bids, that the best bid received was that submitted by The Common Council determined upon examination of the foregoing First Wisconsin National Bank , and associates. 'e The following resolution was moved by Alderman seconded by Alderman adopted by a vote of to and , and upon roll call vote, duly P - %? 3 RESOLUTION NO. 3@3-85 M&& RESOLUTION AUTHORIZING THE SALE OF $1,550,000 (b GENERAL OBLIGATION CORPORATE PURPOSE BONDS proposed issue of $1,550,000 General Obligation Corporate Purpose Bonds (the "Bonds") : and WHEREAS the City of Muskego has duly received sealed bids for its WHEREAS it has been determined that the best bid received was that submitted by First Wisconsin National Bank and associates: NOW, THEREFORE, BE IT RESOLVED that: Section 1. Award. The bid of First Wisconsin National Bank $1.527.525, be and it hereby is accepted and the Mayor and City Clerk are authorized and directed to execute an acceptance of the offer of said successful bidder on behalf of the City and its good faith check , and associates, for the purchase price of be retained by the City Treasurer until the closing of the bond sue. Bonds shall be dated December 1, 1985, and shall mature on December 1 Section 2. Principal Maturities, Interest Rates and Dating. The in each of the years, in the principal amounts and bear interest as follows: Year Principal Amount - 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 $ 25,000 25,000 50,000 50,000 75,000 75,000 100,000 100,000 200,000 500,000 3 50,000 Interest Rate 6.75% 7.00 7.20 7.40 7.60 8.00 7.80 8.15 8.45 8.30 8.60 2 1 'Interest shall be payable on June 1 and December 1 of each year, commencing June 1, 1986. The Bonds shall be subject to call and redemption prior to mturity as provided in the bond form herein provided. the following form: Section 3. Form of Bonds. The Bonds shall be substantially in 3 (Form of Bond) UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WAUKESHA CITY OF MUSKEGO GENERAL OBLIGATION CORPORATE PURPOSE BOND Number Rate Maturity Date Original Issue Amount cus I P Date of R- December 1, 1985 $ KNOW ALL MEN BY THESE PRESENTS: That the City of Muskego, Waukesha County, Wisconsin (the "City"), hereby acknowledges itself to owe and for value received promises to pay to registered assigns, the principal amount of or the most recent payment date to which interest has been paid, unless specified above, together with interest thereon from December 1, 1985 the date of authentication of this Bond is after the 15th day of the calendar month immediately preceding an interest payment date, in which case interest will be paid from such interest payment date, at the rate per annum specified above, such interest being payable on the first days of June and December of each year, with the first interest on this Bond with interest hereon as aforesaid, the full faith, credit and issue being payable on June 1, 1986. For the prompt payment of this -sources of the City have been and are hereby irrevocably pledged. , or DOLLARS ($ ) on the maturity date @ be subject to call and prior payment at the option of the City in whole Bonds of this issue maturing in the years 1996 through 1999 shall or from time to time in part in inverse order of maturity (but within date thereafter, at the price of par plus accrued interest to the date any maturity by lot) on December 1, 1995, or on any interest payment of redemption. Notice of such call shall be given by the mailing of a notice thereof by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books . Both principal hereof and interest hereon are hereby made payable to the registered owner in lawful money of the United States of America. The principal of this Bond shall be payable only upon presentation and surrender of this Bond at the principal office of First Bank (N.A.), Milwaukee, Wisconsin, the Fiscal Agent, or any successor thereto. Interest hereon shall be payable by check or draft dated as of the applicable interest payment date and mailed from the office of the Fiscal Agent to the person in whose name this Bond is calendar month next preceding each interest payment date. registered at the close of business on the fifteenth day of the 3 This Bond is transferable only upon the books of the City kept for hat purpose at the principal office of the Fiscal Agent, or any 4 successor thereto, by the registered owner in person or his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer (which may be endorsed hereon) tisfactory to the Fiscal Agent duly executed by the registered owner same aggregate principal amount, series and maturity shall be issued to his duly authorized attorney. Thereupon a new Bond or Bonds of the the transferee in exchange therefor. The City and Fiscal Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal or interest hereof and for all other purposes. The Bonds are issuable solely as negotiable, fully-registered Bonds without coupons in authorized denominations of $5,000 or any whole multiple thereof. This Bond is one of an issue aggregating $1,550,000, each of which is of like original issue date and tenor except as to numbers, interest rates, redemption privilege and maturities, issued to finance the following public purpose projects: $705,000 for sewerage projects; $550,000 for street improvements: $155,000 for library projects; $125,000 for fire engines and other equipment of the fire department and other facilities for fire protection; and $15,000 for parks and public grounds, pursuant to initial resolutions duly adopted by the Common Council and in full conformity with the Constitution and laws of the State of Wisconsin thereunto enabling. the Certificate of Authentication hereon shall have been signed by the Fiscal Agent. This Bond shall not be valid or obligatory for any purpose until @, It is hereby recited and certified that all acts, conditions and this Bond have been done, have happened and have been performed in regular and due form, time and manner; that a direct, annual irrepealable tax has been levied by the City sufficient in times and pay and discharge the principal hereof at maturity: and that this Bond, amounts to pay the interest on this Bond when it falls due and also to together with all other existing indebtedness of the City, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Muskego, Waukesha County, Wisconsin has caused this Bond to be executed in its behalf by the facsimile signatures of its Mayor and City Clerk, and its corporate seal or a true facsimile thereof to be impressed or imprinted hereon all as of the date of original issue specified above. ings required by law to be done precedent to and in the issuance of 5 CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN e City Clerk (facsimile) BY (facsimile) Mayor (Form of Certificate of Authentication) CERTIFICATE OF AUTHENTICATION Date of Authentication: This Bond is one of the issue authorized by the within-mentioned initial resolutions of the City of Muskego, Wisconsin. FIRST BANK (N.A.) Fiscal Agent BY Authorized Signatory (Form of Assignment) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto Assignee) (Please print or typewrite name and address, including zip code, of Please insert Social Security or other identifying number of Assignee the within Bond, and all rights thereunder, hereby irrevocably constituting and appointing d ttorney to transfer said Bond on the books kept for the registration 6 &hereof with full power of substitution in the premises. NOTICE: The signature to this assignment must correspond with the name as it appears upon the particular, without alteration or face of the within Bond in every enlargement or any change whatever. Signature(s1 guaranteed by: 7 .. Section 4. Tax Provisions. ing the principal of and interest on the Bonds as the same become (A) Direct Annual Irrepealable Tax. For the purpose of , the full faith, credit and resources of the City are hereby T irrevocably pledged and there be and there hereby is-levied on all the taxable property in the City a direct, annual, irrepealable tax in such years and in such amounts as are sufficient to meet such principal and interest payments when due: said tax is hereby levied in the following years and in the following minimum amounts: Year of Levy Amount Year of Levy Amount 1985 $127,612.50 1992 $191,875.00 1986 127,612.50 1993 186,175.00 1987 127,612.50 1994 205,325.00 1988 152,612.50 1995 197,325.00 1989 150,925.00 1996 289,175.00 1990 174,175.00 1997 422,575.00 1991 170,575.00 1998 543,000.00 (B) Tax Collection. The City 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 into the tax rolls of the City and collected as other taxes are collected, provided that the amount of tax carried into said tax rolls may be reduced in any year by the amount of any surplus money in the Debt evice Account created in Section 5(A) hereof. (C) Additional Funds. If in any year there shall be insufficient funds from the tax levy to pay the principal of or interest on the Bonds when due, the said principal or interest shall be paid from other funds of the City on hand, said amounts to be returned when said taxes have been collected. Section 5. Debt Service Fund and Account. previously established in the treasury of the City, there be and there (A) Creation and Deposits. Within the debt service fund hereby is-established a separate and iistinct account designated as the "Debt Service Account for $1,550,000 'General Obligation Corporate Purpose Bonds' dated December 1, 1985, " (the "Debt Service Account") and said Account shall be maintained until the indebtedness evidenced by the Bonds is fully paid or otherwise extinguished. The City Treasurer shall deposit in such Debt Service Account (i) all accrued interest received by the City at the time of delivery of and payment meeting principal of and interest on the Bonds when due: (iii) such for the Bonds: (ii) the taxes herein levied for the specific purpose of other sums as may be necessary at any time to pay principal of and interest on the Bonds when due; (iv) any premium which may be received by the City over and above the par value of the Bonds and accrued interest thereon: (v) surplus monies in the Borrowed Money Fund as in Section 6 hereof: and (vi) such further deposits as may be 8 'required by Sec. 67.11, Wis. Stats. e (B) Use and Investment. No money shall be withdrawn from the Debt Service Account and appropriated for any purpose other than the yment of principal of and interest on the Bonds until all such incipal and interest has been paid in full and 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 United States of America maturing in time to make such payments when succeeding tax collection may be invested in direct obligations of the they are due: and (ii) any funds over 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 City, be 67.11(2)(a), Wis. Stats., in interest-bearing obligations of the United invested by purchasing the Bonds as permitted by and subject to Section States of America, or in other obligations of the City, which investments shall continue a part of the Debt Service Account. in full and canceled, and all permitted investments disposed of, any (C) Remaining Monies. When all of the Bonds have been paid money remaining in the Debt Service Account shall be deposited in the general fund of the City, unless the Common Council directs otherwise. Section 6. Borrowed Money Fund. All monies received by the City upon the delivery of the Bonds to the purchaser thereof except for accrued interest and premium, if any, shall be deposited by the City Treasurer into a Borrowed Money Fund and such fund shall be maintained separate and distinct from all other funds of the City and shall be used for no purpose other than the purposes for which the Bonds are time deposits in any bank, trust company or savings and loan association licensed to do business in Wisconsin, such deposits to deposits are needed, whichever is earlier, or in bonds or securities mature within one year of the date of investment or the date such issued or guaranteed as to principal and interest of the United States Government or of a commission, board or other instrumentality of the permitted investments, remaining in the Borrowed Money Fund after the United States Government. Any monies, including any income from purposes for which the Bonds have been issued have been accomplished, and, at any time, any monies as are not needed and which obviously Debt Service Account. thereafter cannot be needed for such purposes shall be deposited in the red . Monies not immediately needed for such purposes may be invested Section 7. No Arbitrage. All investments permitted by this made in such a manner as would cause the Bonds to be "arbitrage bonds" resolution shall be legal investments, but no such investment shall be within the meaning of Section 103(c)(2) of the Internal Revenue Code of Revenue thereunder: and an officer of the City, charged with the 1954, as amended, or the Regulations of the Commissioner of Internal responsibility for issuing the Bonds, shall certify as to facts, estimates, circumstances and reasonable expectations in existence on not "arbitrage bonds," within the meaning of said Code or Regulations. the date of closing which will permit the conclusion that the Bonds are 0 Section 8. Fiscal Agent. The City will enter into a contract 9 with First Bank (N.A.), Milwaukee, Wisconsin, to serve as its fiscal agent with respect to the Bonds pursuant to Wis. Stats. Sec. 67.10(2), which contract shall be in substantially the form attached hereto as hibit A. The Mayor and City Clerk are hereby authorized to enter to such contract on the City's behalf. Such contract may provide 31: among other things, for the performance by the fiscal agent of the applicable, with respect to the Bonds. functions listed in Wis. Stats. Sec. 67.10(2)(a) to (j), where Section 9. Persons Treated as Owners: Transfer of Bonds. The City 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 discharge the liability upon such Bond to the extent of the sum or sums thereof. All such payments shall be valid and effectual to satisfy and so paid. Any Bond may be transferred by the registered owner thereof by surrender of the Bond at the office of the fiscal agent, duly endorsed registered owner or his attorney duly authorized in writing. Upon such for the transfer or accompanied by an assignment duly executed by the transfer, the fiscal agent 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 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. 0 The fifteenth day of each calendar month next preceding each interest payment date shall be the record dates for the Bonds. 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 fiscal agent on the corresponding record date. Section 10. Closing. The Mayor and City Clerk are hereby authorized and directed to execute and deliver the Bonds to the purchaser thereof upon receipt of the purchase price. The Mayor and City Clerk may execute the Bonds by manual or facsimile signature, but, unless the City has contracted with the fiscal agent to authenticate the Bonds, at least one of said officers shall sign the Bonds manually. 10 '. The officers of the City hereby are directed and authorized to hereafter, in accordance with the terms of sale thereof, and said take all necessary steps to close the bond issue as soon as practicable are hereby authorized and directed to execute and deliver such in accordance therewith. cuments, certificates and acknowledgments as may be necessary or Adopted November - , 1985. Mayor City Clerk The Mayor thereupon declared the Resolution adopted. (Here occurred business not pertinent to the bond issue.) Upon motion made and seconded, the meeting was adjourned. Wed November - , 1985 Charlotte L. Stewart, City Clerk City of Muskego 11 MHIBIT A FISCAL AGENCY AGREEMENT THIS AGREEMENT, made as of this 1st day of December, 1985, between the City of Muskego, Wisconsin ("Municipality"), and First Bank (N.A.), Milwaukee, Wisconsin ("Bank" or "Fiscal Agent"). WITNESSETH: WHEREAS, the Municipality has authorized the issuance of its $1,550,000 General Obligation Corporate Purpose Bonds, dated December 1, 1985 (the "Obligations") pursuant to resolutions adopted by the Municipality on October 8, 1985 and November 19, 1985; and WHEREAS, the Municipality is issuing the Obligations in registered form pursuant to Section 103 of the Internal Revenue Code of 1954, as @ended, and applicable Treasury Regulations promulgated thereunder; and WHEREAS, pursuant to the resolution adopted on November 19, 1985 and Sec. 67.10(2) Wis. Stats. the Municipality has authorized the appointment of the Bank as fiscal agent of the Municipality for payment of principal and interest on, registering, transferring and authenticating the Obligations as well as other applicable responsibilities permitted by Sec. 67.10(2) Wis. StatS. NOW, THEREFORE, the Municipality and the Bank hereby agree as follows: I. APPOINTMENT Bank is hereby appointed fiscal agent of the Municipality with respect to the Obligations for the purpose of performing such of the responsibilities stated in Sec. 67.10(2) Wis. Stats. as are delegated herein or as may be otherwise specifically delegated in writing to the Fiscal Agent by the Municipality. 11. INVESTMENT RESPONSIBILITY The Fiscal Agent shall not be under any obligation to invest funds held for the payment of interest or principal on the Obligations. I I I. PAYMENTS At least one business day before each interest payment date @ommencing with the interest payment date of June 1, 1986 and continuing thereafter until the principal of and interest on the Obligations should have been fully paid or prepaid in accordance with their terms) the Municipality agrees to and shall pay to the Fiscal Agent, in good funds available to the Fiscal Agent on the interest payment date, a sum equal to the amount payable as principal of, premium, if any, and interest on the Obligations on such interest payment date. Said interest and/or principal payment dates and amounts are outlined on Schedule A. 2 IV. CANCELLATION In every case of the surrender of any Obligation for the purpose of payment, the Fiscal Agent shall cancel and destroy the same and deliver to the Municipality a certificate regarding such cancellation. The Fiscal Agent shall be permitted to microfilm or otherwise photocopy and record said Obligations. V. REGISTRATION BOOK Fiscal Agent shall maintain in the name of the Municipality a Registration Book containing the names and addresses of all owners of the Obligations and the following information as to each Obligation: its number, date, purpose, amount, rate of interest and when payable. The Fiscal Agent shall keep confidential said information in accordance Y th applicable banking and governmental regulations. VI. INTEREST PAYMENT Payment of each installment of interest on each Obligation shall be made to the registered owner of such Obligation whose name shall appear on the Registration Book at the close of business on the 15th day of the calendar month next preceding the interest payment date and shall be paid by check or draft of the Fiscal Agent mailed to such registered owner at his address as it appears in such Registration Book or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent. 3 VII. PAYMENT OF PRINCIPAL Principal shall be paid to the registered owner of an Obligation upon surrender of the Obligation on or after its maturity or redemption date. In the event the Municipality exercises its option to redeem any of the Obligations, the Municipality shall direct the Fiscal Agent to give notice of such redemption by mailing a notice thereof by registered or certified mail at least 30 days prior to the date fixed for redemption to the registered owner of each Obligation to be redeemed in whole or in part at the address shown in the Registration Book. Such direction shall be given at least 45 days prior to such redemption date. The Obligations to be redeemed shall 5e redeemed in inverse order of maturity and, within any maturity, shall be selected by lot by the Fiscal Agent in such manner as the Fiscal Agent may atermine. VIII. OBLIGATION TRANSFER h EXCHANGE The Municipality will supply the Fiscal Agent with - printed Obligations no less than five business days prior to the closing which are to be complete except for: 1. Name of registered owner 2. Face principal amount 3. Interest rate 4. Maturity date 5. Date of Authentication 6. Authenticating signature 4 4! 7. CUSIP Number e Fiscal Agent will prepare one Obligation in the full principal mount of each maturity in the name of a purchaser designated by the Municipality so as to be available for authentication by the Fiscal Agent in connection with the closing for the Obligations: such purchaser to become the first registered owner of the entire issue upon the closing. The Fiscal Agent shall transfer Obligations upon presentation of a written assignment duly executed by the registered owner or by such owner's duly authorized representative. Upon such a transfer, new registered Obligation(s) of the same maturity, in authorized denomination or denominations in the same aggregate principal amount for each maturity shall be issued to the transferee in exchange therefor, and the name of such transferee shall be entered as the new registered owner in the Registration Book. No Obligation may @ registered to bearer. The Fiscal Agent may exchange Obligations of the issue for a like aggregate principal amount of Obligations of the same maturity in authorized whole multiples of $5,000. The Obligations shall be numbered R-1 and upward. Upon any transfer or exchange, the Obligation or Obligations issued shall bear the next highest consecutive unused number or numbers. IX. AUTHENTICATION The Fiscal Agent shall sign and date the Certificate of Authentication on each Obligation on the date of delivery, transfer or exchange of such Obligation. The Fiscal Agent shall distribute the Obligations in accordance with the direction of the registered owners 5 0 X. STATEMENTS The Fiscal Agent shall furnish the Municipality with an accounting of interest and funds annually beginning December 15, 1986. XI. FEES - The Municipality agrees to pay the Fiscal Agent fees for its services hereunder in the amounts set forth on Schedule B hereto. XI I. MISCELLANEOUS (a) In the event the check or draft mailed by the Fiscal Agent to the registered owner is not presented for payment within six years of its date, then the monies representing such nonpayment shall be aturned to the Municipality or to such board, officer or body as may then be entitled by law to receive the same together with the name of the registered owner of the Obligation and the last mailing address of record and the Fiscal Agent shall no longer be responsible for the same. (b) Resignations; Successor Fiscal Agent. Fiscal Agent may at any time resign by giving not less than 60 days written notice to Municipality. Upon receiving such notice of resignation, Municipality shall promptly appoint a successor fiscal agent by an instrument in writing executed by order of its governing body. If no successor fiscal agent shall have been so appointed and have accepted appointment within 60 days after such notice of resignation, the resigning fiscal gent may petition any court of competent jurisdiction for the 6 of appointment of a successor fiscal agent. Such court may thereupon, ter such notice, if any, as it may deem proper and prescribes, appoint a successor fiscal agent. The resignation of the fiscal agent shall take effect only upon appointment of a successor fiscal agent and such successor fiscal agent's acceptance of such appointment. The Fiscal Agent may also be removed by the Municipality at any time upon not less than 60 days' written notice. Such removal shall take effect upon the appointment of a successor fiscal agent and such successor fiscal agent's acceptance of such appointment. Any successor fiscal agent shall be qualified pursuant to Sec. 67.10(2) Wis. Stats., as amended. Any successor fiscal agent shall execute, acknowledge and deliver to Municipality and to its predecessor fiscal agent an instrument accepting such appointment hereunder, and thereupon the resignation of .e predecessor fiscal agent shall become effective and such successor fiscal agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor, with like effect as if originally named as fiscal agent herein: but nevertheless, on written request of Municipality, or on the request of the successor, the fiscal agent ceasing to act shall execute and deliver an instrument transferring to such successor fiscal agent, all the rights, powers, and trusts of the fiscal agent so ceasing to act. Upon the request of any such successor fiscal agent, Municipality shall execute any and all instruments in writing for" fully and certainly vesting in and confirming to such successor f agent all such rights, powers and duties. Any predecessor fiscal shall pay over to its successor fiscal agent any funds of the a 7 ? Municipality. (c) Termination. This Agreement shall terminate six years after i) the last principal payment on the Obligations is due (whether by maturity or earlier redemption) or (ii) the Municipality's responsibilities for payment of the Obligations are fully discharged, whichever is later. The parties realize that any funds hereunder as shall remain upon termination shall be turned over to the Municipality after deduction of any unpaid fees and disbursements of Fiscal Agent. Termination of this Agreement shall not, of itself, have any effect on Municipality's obligation to pay the outstanding Obligations in full in accordance with the terms thereof. (d) Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same 8 2 IN WITNESS WHEREOF, the parties have executed this Agreement, duly authorized so to do, each in the manner most appropriate to it, on the date first above written. CITY OF MUSKEG0 By Mayor City Clerk FIRST BANK (N.A.) Fiscal Agent BY Tit le Attest Tit le 9 SCHEDULE A Debt Service Schedule General Obligation Corporate Purpose Bonds $1,550,000 City of Muskego, Wisconsin dated December 1, 1985 Payment Date Principal Rate Interest Total Interest 10 11