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CCR1989101RESOLUTION AUTHORIZING THE ISSUANCE AND AWARDING THE SALE OF $775,000 GENERAL OBLIGATION PROMISSORY NOTES: AND LEVYING A TAX IN CONNECTION THEREWITH WHEREAS, the Common Council hereby finds and determines that it is necessary, desirable and in the best interests of the City of Muskego, Waukesha County, Wisconsin (the “City“) to raise extensions, fire department equipment, water controls, water funds for the purpose of paying the cost of financing water meters, sewer extensions, sewer improvements and road improve- ments (the “Project“), and there are insufficient funds on hand to pay said costs; the Project is within the City’s power to undertake and therefore serves a “public purpose“ as that term is defined in Section 67.04(1)(b) of the Wisconsin Statutes; WHEREAS, the Common Council hereby finds and determines that WHEREAS, cities are authorized by the provisions of Section 67.12(12) of the Wisconsin Statutes to borrow money and issue general obligation promissory notes for such public purposes. WHEREAS, on March 28, 1989, the Finance Committee discussed the tentative timetable and other details with respect to the proposed note issue and directed the City’s financial consultant, Ehlers and Associates, Inc., Minneapolis, Minnesota (“Ehlers”) to take the necessary steps to sell the proposed note issue; of Sale (copies of which are attached hereto as Exhibits A and B, incorporated herein by this reference) have been prepared and distributed setting forth the details of and the bid requirements for the aforesaid general obligation promissory notes and offered for public sale on April 25, 1989; indicating that the general obligation promissory notes would be WHEREAS, a Short Form Notice of Sale and an Official Notice WHEREAS, the following sealed bid proposals were received: BIDDER NET INTEREST COST NET INTEREST FIRST BANK NATIONAL ASSOCIATION RATE MINNEAPOLIS, MN $368,600.00 6.9876% THE NORTHERN TRUST COMPANY 371,085.00 7.0347 CRONIN & CO., INC. 372,353.25 7.0588 FIRST NATIONAL BANK OF MILWAUKEE 373.772.50 7.0857 ROBERT W. BAIRD CO., INC. 374,687.50 7.10308 GRIFFIN, KUBIK, STEPHENS L THOMPSON, INC. 375,843.75 7.125 BANK ONE, MILWAUKEE, NA 376,122.50 7.1302 mitted by FIRST BANK NATIONAL ASSOCIATION, MINNEAPOLIS, MINNESOTA, fully complies with the bid requirements set forth in the Official Notice of Sale and is deemed to be the most advan- tageous to the City. A copy of said bid is attached hereto as Exhibit C and incorporated herein by this reference. WHEREAS, it has been determined that the bid proposal sub- City that: NOW, THEREFORE, BE IT RESOLVED by the Common Council Of the Official Notice of Sale and other offering materials prepared and Section 1. Ratification. The published Notice of Sale, circulated by Ehlers are hereby ratified and approved. Section 2. Sale of the Notes. To evidence such indebted- ness, the Mayor and City Clerk-Comptroller are hereby authorized, empowered and directed to make, execute, issue and sell to the Purchaser for, on behalf of and in the name of the City, general obligation promissory notes aggregating the principal amount of SEVEN HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($775,000) (the “Notes”) for the sum Of SEVEN HUNDRED SIXTY-EIGHT THOUSAND TWENTY-FIVE DOLLARS ($768,025), plus accrued interest to the date of delivery, resulting in a net interest cost of THREE HUNDRED average net interest rate of 6.9876%. SIXTY-EIGHT THOUSAND SIX HUNDRED DOLLARS ($368,600) and an nated “General Obligation Promissory Notes”; shall be dated May 1, Section 3. Terms of the Notes. The Notes shall be desig- multiple thereof; shall be numbered 1 and upward; and shall 1989; shall be in the denomination of $5.000 or any integral mature serially on May 1 of each year, in the years and principal amounts as follows: Year Principal Amount Interest Rate 1991 1992 1993 1994 1995 1996 1997 1998 1999 $ 50,000 75,000 50,000 75,000 100,000 75,000 100,000 100,000 150,000 6.75% 6.75 6.75 6.80 6.80 6.80 6.90 6.90 6.90 Interest is payable commencing on May 1, 1990 and semi-annually thereafter on November 1 and May 1 of each year. Citv. the Notes maturina on Mav 1. 1996 and thereafter shall be Section 4. Redemption Provisions. At the option of the ”. subject to redemption p;ior to-maturity on May 1, 1995 or on any as a whole or in part, in inverse order of maturity and within interest payment date thereafter. Said Notes shall be redeemable accrued interest to the date of redemption. each maturity by lot, at the principal amount thereof, plus ~, ~~~~ . ~~~~ ~ ~ ~~~~~ -2- Section 5. Form of the Notes. The Notes shall be issued in registered form and shall be executed and delivered in substan- tially the form attached hereto as Exhibit D and incorporated herein by this reference. purpose of paying the principal of and interest on the Notes as Section 6. Direct Annual Irrepealable Tax Levy. For the the same becomes due, the full faith, credit and resources of the Citv are hereby irrevocably pledged, and there is hereby levied upoi all of the taxable property-of the City a direct annual irrepealable tax in such years and in the amounts as follows: " Levy Year 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 Amount $ 79,443.75 101,275.00 97,900.00 118,681.25 113,600.00 108,500.00 127,550.00 120,700.00 113,800.00 155,175.00 I The direct annual irrepealable tax hereby levied shall be carried onto the tax rolls and shall be collected in addition to all other taxes and in the same manner and at the same time as unpaid, the tax hereinabove levied shall be and continues irre- any part of the principal of or interest on the Notes remains may be reduced in any year by the amount of any surplus in the pealable except that the amount of tax carried onto the tax roll Debt Service Fund Account created herein. 0 other taxes of the City for such years are collected. So long as hereby established in the City Treasury a fund account separate Section 7. Segregated Debt Service Fund Account. There is and distinct from all other funds or accounts of the City to be designated "Debt Service Fund Account for $775,000 City of Muskego General Obligation Promissory Notes dated May 1, 1989", which fund account shall be used solely for the purpose of paying the principal of and interest on the Notes. There shall be depo- sited in said fund account all accrued interest paid on the Notes at the time of delivery to the Purchaser, any premium, all money raised by taxation pursuant to Section 6 hereof, and all other sums as may be necessary to pay interest on the Notes when the maturity dates. Said fund account shall be used for the sole same shall become due and to retire the Notes at their respective purpose of paying the principal of and interest on the Notes and shall be maintained for such purpose until such indebtedness is fully paid or otherwise extinguished. -3- I. (the "Note Proceeds") (other than any premium and accrued Section 8. Construction Fund. The proceeds of the Notes interest which must be'paid at the time of the delivery of the Notes into the Debt Service Fund Account which shall be created by subsequent resolution of the Common Council) shall be depos- ited into an account separate and distinct from all other funds and be disbursed solely for the purposes for which borrowed or for the payment of the principal of and the interest on the Notes. Section 9. Arbitrage Covenant. The City shall not take any had been reasonably expected to have been taken, or had been action with respect to the Note Proceeds which, if such action deliberately and intentionally taken on the date of the delivery of and payment for the Notes (the "Closing"), would cause the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") and any applicable income tax regulations promulgated thereunder (the "Regulations" ) . The Note Proceeds may be temporarily invested in legal covenants and agrees that so long as the Notes remain outstand- investments until needed, provided however, that the City hereby ing, moneys on deposit in any fund or account created or main- derived from Note Proceeds or from any other source, will not be tained in connection with the Notes, whether such moneys were used or invested in a manner which would cause the Notes to be "arbitrage bonds" within the meaning of the Code or Regulations. responsibility for issuing the Notes, shall provide an appro- The City Clerk, or other officer of the City charged with priate certificate of the City, for inclusion in the transcript of proceedings, setting forth the reasonable expectations of the City regarding the amount and use of the Note Proceeds and the facts and estimates on which such expectations are based, all as of the Closing. Section 10. Additional Tax Covenants; Small Issuer Exemption from Rebate: Qualified Tax-Exempt Obligation Status. The City hereby further covenants and aqrees that it will take all necessary steps and perform ali obligations required by the Code of the Notes) to assure that the Notes are obligations described and Regulations (whether prior to or subsequent to the issuance in Section 103(a) of the Code, the interest on which is excluded from gross income for federal income tax purposes throughout with the responsibility of issuing the Notes, shall provide an their term. The City Clerk or other officer of the City charged appropriate certificate of the City as of the Closing, for inclu- sion in the transcript of proceedings, certifying that it can and covenanting that it will comply with the provisions of the Code and Regulations. -4- .. , Further, it is the intent of the City to take all reasonable and lawful actions to comply with any new tax laws enacted so that the Notes will continue to be obligations described in section 103(a) of the Code, the interest on which is excluded from gross income for federal income tax purposes. In accordance with Section 148(f)(4)(C) of the Code, the City covenants that it is a governmental unit with general taxing powers; that the Notes are not "private activity bonds" as defined in Section 141 of the Code; that ninety-five per- cent (95%) or more of the net proceeds of the Notes are to be used for local governmental activities of the City; and that the aggregate face amount of all tax-exempt obligations (other than including all subordinate entities of the City, during calendar "private activity bonds") anticipated to be issued by the City, year 1989 will not exceed $5,000,000 excluding, however, tax- exempt obligations which are not outstanding at Closing. If for any reason the City did not qualify for the small issuer exemp- tion from the rebate requirements of the Code, the City covenants that it would take all necessary steps to comply with such requirements. The City hereby designates the Notes to be "qualified tax- exempt obligations" pursuant to the provisions of Section 265(b)(3) of the Code and in support of such designation, the City Clerk or other officer of the City charged with the respon- sibility for issuing the Notes, shall provide an appropriate cer- tificate of the City, all as of the Closing. 0 pared in typewritten OK printed form, executed on behalf of the Section 11. Execution of the Notes. The Notes shall be pre- City by the manual or facsimile signatures of the Mayor and City Clerk-Comptroller, authenticated by its Fiscal Agent appointed below, sealed with its official OK corporate seal, OK a facsimile of the purchase price thereof, plus accrued interest to the date thereof and delivered to the purchaser upon payment to the City of delivery. In the event that either of the officers whose signatures appear on the Notes shall cease to be such officers nevertheless, be valid and sufficient for all purposes to the before the delivery of the Notes, such signatures shall, very. The aforesaid officers are hereby authorized to do all same extent as if they had remained in office until such deli- acts and execute and deliver all documents as may be necessary and convenient to effectuate the closing of this transaction. principal of and interest on the Notes shall be paid by First Section 12. Payment of the Notes; Fiscal Agent. The Bank (N.A.), Milwaukee, Wisconsin which is hereby appointed as the City's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin Statutes (the "Fiscal Agent"). The Fiscal Agency Agreement between the City and the Fiscal Agent shall be substantially in the form attached hereto as Exhibit E and incorporated herein by this reference. -5- .. Date. All prior resolutions, rules or other actions of the ~ Section 13. Conflicting Resolutions; Severability; Effective EZion Council or any parts thereof in conflict with the provi- sions hereof shall be, and the same are, hereby rescinded insofar 0 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 upon adoption and approval in the manner provided by law. provisions hereof. The foregoing shall take effect immediately Adopted and recorded this 25th day of April, 1989. Wayne G. Salentine Mayor Attest: Jean K. Marenda City Clerk-Comptroller -6- EXHIBIT A NOTICE OF SALE CITY OF MUSKEG0 $775,000 WAUKESHA COUNTY, WISCONSIN GENERAL ~ OBLIGATION PROMISSORY NOTES DATED MAY 1, 1989 on SEALED BIDS will be received until 11:30 a.m. (Central Time) April 25, 1989 The Notes will be dated May 1, 1989 and will mature serially on May 1 of each year, in the years and principal amounts as follows: Year Principal Amount Year Principal Amount 1992 1991 $50,000 50,000 1993 75,000 1994 75,000 1995 75,000 1997 1996 $100,000 100,000 1998 100,000 1999 150,000 Interest is payable commencing on May 1, 1990 and semi-annually thereafter on November 1 and May 1 of each year. manner provided in the Official Notice of Sale. The Notes are callable on May 1, 1995 and thereafter in the The Notes are designated "qualified tax-exempt obligations". The Notes are being issued for the purpose of paying the cost of financing water extensions, fire department equipment, water controls, water meters, sewer extensions, sewer improvements and road improvements. The approving legal opinion of Mulcahy & wherry, S.C. of Milwaukee, Wisconsin; the transcript of proceedings; and printed Notes will be furnished to the successful bidder without cost. and the Preliminary Official Statement may be obtained by addressing inquiries to: Ehlers and Associates, Inc., 2950 Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402-4100; Attention: Debra Knieste, (612) 339-8291 or the undersigned. Additional information including the Official Notice of Sale Jean K. Marenda City Clerk-Comptroller City of Muskego City Hall W182 S8200 Racine Avenue Muskego, WI 53150 (414) 679-4100 EXHIBIT B OFFICIAL NOTICE OF SALE CITY OF MUSKEGO $775,000 GENERAL OBLIGATION PROMISSORY NOTES WAUKESHA COUNTY, WISCONSIN DATED MAY 1, 1989 SEALED BIDS Will be received by the City Clerk-Comptroller, City of Muskego, Waukesha County, Wisconsin for all but no part of its $775,000 City of Muskego General Obligation Promissory Notes, in the office of Ehlers and Associates, Inc., 20700 West watertown Road, Suite 204, Waukesha, WI 53186, until 11:30 a.m. (Central Time) on April 25, 1989 at which time the bids will be publicly opened and read. The marked "Bid for Notes". A regular meeting of the Common Council bids should be directed to the City Clerk-Comptroller and plainly will be held on said date for the purpose of taking action on such bids as may be received. The Notes will be dated May 1, 1989 and will mature serially follows: on May 1 of each year, in the years and principal amounts as Year Principal Amount 1991 1992 1993 1994 1995 1996 1997 1999 1998 $ 50,000 75,000 50,000 75,000 75,000 100,000 100,000 150,000 100,000 Interest on said Notes will be payable commencing on May 1, 1990 and semi-annually thereafter on November 1 and May 1 of each year. At the option of the City, the Notes maturing on May 1, 1996 and thereafter shall be subject to redemption prior to maturity Notes shall be redeemable as a whole or in part, in inverse order on May 1, 1995 or on any interest payment date thereafter. Said of maturity and within each maturity by lot, at the principal amount thereof, plus accrued interest to the date of redemption. tion of $5,000 or any integral multiple thereof. The Notes are @ payable as to principal upon presentation and surrender thereof at the principal office of First Bank (N.A.), Milwaukee, Wisconsin, the fiscal agent appointed by the City pursuant to the provisions of Section 67.10(2), Wisconsin Statutes, to act as of each installment of interest shall be made by check or draft bond registrar and paying agent (the "Bond Registrar"). Payment mailed to the registered owner by the Bond Registrar. The City shall pay all costs relating to the registration and transfer of the Notes. The Notes shall be issued in registered form in the denomina- of and interest on the Notes will be payable from ad valorem taxes, which may be levied without limitation as to rate or Notes shall be issued for the purpose of paying the cost of amount upon all of the taxable property located in the City. The controls, water meters, sewer extensions, sewer improvements and financing water extensions, fire department equipment, water road improvements. The Notes are general obligations of the City. The principal I The City has designated the Notes to be "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, and in support of such designation, the City Clerk or other officer of the City charged with the responsibility for issuing the Notes, shall pro- vide an appropriate certificate of the City as of the date of - a delivery and payment for the Notes. Bids will be received on an interest rate basis in integral multiples of One-Twentieth (1/20) or One-Eighth (1/8) of One Percent (1%). Any number of rates may be bid. No interest rate specified for any maturity may be lower than any interest rate specified for any earlier maturity. All Notes of the same maturity shall bear the same interest rate. The Notes shall be awarded to a responsible bidder whose proposal results in the lowest net interest cost to the City. I i Sealed bids must be mailed or delivered to the undersigned and must be received prior to the time established above for the opening of bids. Each bid must be unconditional. A good faith deposit in the amount of $15,500 must be submitted with each bid. The good faith deposit must be in the form of a certified or cashiers check or bank draft or a wire transfer of funds to Resource Bank & Trust Company, ABA 109-19-0550-6 for further cre- dit to Ehlers and Associates, Inc. Bond Issue Escrow Account #850-788-1, Attention Molly Majerle. The good faith deposit will be retained by the City as liquidated damages if the bid is accepted and the bidder fails to comply therewith. The good faith deposit will be returned to the purchaser at the closing for the Notes. The bid authorizing the lowest net interest cost (total interest from date of Notes to stated maturities less any I I i -2- cash premium or plus any discount) will be deemed the most favorable. No oral bid and no bid of less than $767,250 plus accrued interest on all of the Notes will be considered and the City reserves the right to reject any and all bids and to waive any informality in any bid. The Notes shall be delivered to the successful bidder, anywhere in the continental United States, within approximately delivery must be made in federal or other immediately available forty-five (45) days after the award. Payment at the time of funds. In the event delivery is not made within sixty (60) days after the date of the sale of the Notes, the successful bidder may, prior to tender of the Notes, at its option, be relieved of its obligation under the contract to purchase the Notes and its good faith check shall be returned, but no interest shall be allowed thereon. The successful bidder will be furnished without cost, the unqualified approving legal opinion of Mulcahy & Wherry, S.C. of Milwaukee, Wisconsin. A copy of said legal opinion shall be printed on the reverse side of the Notes. A transcript of the proceedings relative to the issuance of the Notes (including a No-litigation Certificate) and printed Notes shall be furnished printed on the Notes. to the successful bidder without cost. CUSIP numbers will be Simultaneously with or before delivery of the Notes, the suc- cessful bidder shall furnish to the City a certificate, made on the best knowledge, information and belief of the successful bidder, acceptable to bond counsel, stating the initial reof- fering prices to the public of each maturity of the Notes and further stating that a substantial amount of each maturity of the Notes was sold to the public or final purchasers thereof (not including bond houses and brokers or similar persons or organiza- tions acting in the capacity of underwriters or wholesalers) at or below such initial ieoffering prices. The Common Council reserves the right to bids and to waive any and all irregularities reject any and all Copies of the Official Statement and additional information may be obtained by addressing inquiries to: Ehlers and Associates, Inc., 2950 Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402-4100; (612) 339-8291 or the undersigned. Jean K. Marenda City Clerk-Comptroller City of Muskego City Hall W182 S8200 Racine Avenue Muskego, WI 53150 (414) 679-4100 -3- EXHIBIT D (Form of Note) UNITED STATES OF AMERICA WAUKESHA COUNTY GENERAL OBLIGATION PROMISSORY NOTE CITY OF MUSKEG0 STATE OF WISCONSIN DOLLARS NUMBER MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP: I 19 - % REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS 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 the registered owner identified above (or to registered assigns), on the maturity date identified above, the principal amount iden- tified above, and to pay interest thereon at the rate of interest forth herein regarding redemption prior to maturity. Interest is November 1 and May 1 of each year until the aforesaid principal payable commencing on May 1, 1990 and semi-annually thereafter on amount is paid in full. 0 per annum identified above, all subject to the provisions set Both the principal of and interest on this Note are payable in lawful money of the United States by First Bank (N.A.), Milwaukee, Wisconsin, the fiscal agent appointed by the City pursuant to the provisions of Section 67.10(2), Wisconsin Statutes, to act as bond registrar and paying agent (the "Bond Registrar"). This Note is payable as to principal upon presentation and Registrar. Payment of each installment of interest shall be made surrender hereof at the principal corporate office of the Bond to the registered owner hereof who shall appear on the registra- tion books of the City maintained by the Bond Registrar at the close of business on the 15th day of the calendar month next pre- draft of the Bond Registrar mailed to such registered owner at ceding the interest payment date and shall be paid by check or 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 Bond Registrar. For the prompt payment of this Note together with interest hereon as aforesaid and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the City are 0 hereby irrevocably pledged. This Note is one of an issue of Notes aggregating the prin- cipal amount of $775,000, all of which are of like tenor, except provision, issued by the City pursuant to the provisions of as to denomination, interest rate, maturity date and redemption Section 67.12(12), Wisconsin Statutes, for the purpose of paying the cost of financing water extensions, fire department equip- ment, water controls, water meters, sewer extensions, sewer improvements and road improvements, all as authorized by a reso- lution of the Common Council duly adopted by said governing body at a regular meeting held on April 25, 1989. Said resolution is date. recorded in the official minutes of the Common Council for said and thereafter are subject to redemption prior to maturity on May 1, 1995 or on any interest payment date thereafter. Said Notes are redeemable as a whole or in part, in inverse order of maturity and within each maturity by lot (as selected by the Bond Registrar), at the principal amount thereof, plus accrued interest to the date of redemption. At the option of the City, the Notes maturing on May 1, 1996 direct the Bond Registrar to give notice of such redemption by Before the redemption of any of the Notes, the City shall registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Note to be redeemed, inwhole or in part, at the address shown on the registration books. Any notice mailed as provided herein shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. The Notes shall cease to bear interest on the specified redemption date, provided that federal or other immediately available funds sufficient for Registrar at that time. Upon such deposit of funds for redemp- such redemption are on deposit at the office of the Bond tion the Notes shall no longer be deemed to be outstanding. of $5,000 or any integral multiple thereof. This Note may be exchanged at the principal office of the Bond Registrar for a like aggregate principal amount of Notes of the same maturity in other authorized denominations. The Notes are issued in registered form in the denomination This Note is transferable by a written assignment duly exe- cuted by the registered owner hereof or by such owner's duly authorized legal representative. upon such transfer a new registered Note, in authorized denomination or denominations and transferee in exchange hereof. in the same aggregate principal amount, shall be issued to the -2- tered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof, pre- mium, if any, hereon and interest due hereon and for all other purposes, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. The City and the Bond Registrar may deem and treat the regis- things and acts required by law to exist or to be done prior to It is hereby certified and recited that all conditions, and in connection with the issuance of this Note have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the City, including this Note and others issued simultaneously herewith, does not exceed any limi- tation 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 Note, together with the interest thereon, when and as payable. It is hereby further certified that the City has designated this Note to be a "qualified tax- exempt obligation" pursuant to the provisions of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Wisconsin, by its governing body, has caused this Note to be exe- IN WITNESS WHEREOF, the City of Muskego, Waukesha County, cuted for it and in its name by the facsimile signatures of its duly qualified Mayor and City Clerk-Comptroller; to be authen- ticated by the Bond Registrar; and to be sealed with a facsimile of its official or corporate seal. The City, by the aforesaid authentication of this Note, does adopt such facsimile signatures as proper signatures, all as of the 1st day of May, 1989. CITY OF MUSKEG0 WAUKESHA COUNTY, WISCONSkN ( SEAL ) By : Mayor By : City Clerk-Comptroller -3- Date of Authentication: 0 CERTIFICATE OF AUTHENTICATION Promissory Notes described in the within-mentioned resolution. This Note is one of the City of Muskego General Obligation n FIRST BANK MILWAUKEE, WISCO as Bond Regiswy By : ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells. assigns and trans- fers unto (Name and Address of Assignee) (Social Security or other Identifying Number of Assignee) the within Note and all rights thereunder and hereby irrevocably constitutes and appoints Legal Representative, to transfer said Note on the books kept for resistration thereof, with full power of substitution in the - premises. Dated : Signature Guaranteed: (e.g. Bank, Trust Company (Registered Owner) or Securities Firm) NOTICE: This signature must correspond with the name of the registered owner as it within Note in every particular, appears upon the face of the without alteration or enlarge- ment or any change whatever. (Authorized Officer) -4- EXHIBIT E FISCAL AGENCY AGREEMENT 0 THIS AGREEMENT is made and April, 1989, by and between the Ci e day of 0, Wisconsin, a Wisconsin municipal corporation lity"), and First Bank (N.A.), a national banking th trust powers located in Milwaukee, Wisconsin WITNESSETH: sum Of SEVEN HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($775,000) WHEREAS, the Municipality has authorized the borrowing of the pursuant to Section 67.12(12), Wisconsin Statutes, and a resolu- tion adopted by the Municipality on April 25, 1989 and has authorized the issuance and sale of $775.000 principal amount of general obligation promissory notes to evidence such indebtedness (the "Obligations9q). The Obligations shall be designated "General Obligation Promissory Notes"; shall be dated May 1, 1989; shall bear interest at the rates set forth below; and shall mature serially on May 1 of each year, in the years and principal amounts as follows: Year 1991 1992 1993 1994 1995 1996 1997 1998 1999 Principal Amount $ 50,000 50,000 75,000 75,000 75,000 100,000 100,000 100,000 150,000 Interest Rate 6.75% 6.75 6.75 6.80 6.80 6.80 6.90 6.90 6.90 Interest shall be payable commencing on May 1, 1990 and semi- annually thereafter on November 1 and May 1 of each year until the principal of the Obligations is paid in full or discharged; WHEREAS, the Municipality is issuing the Obligations in Code of 1986, as amended, and any applicable income tax registered form pursuant to Section 149 of the Internal Revenue regulations; and, WHEREAS, pursuant to the aforesaid resolution or resolutions the Municipality has authorized the appointment of the Bank as and Section 67.10(2), Wisconsin Statutes, the Common Council of Fiscal Agent of the Municipality for the purpose of performing Obligations: paying the principal of and interest on the any or all of the following functions with respect to the authenticating, transferring, and cancelling the Obligations; and Obligations; accounting for such payments; registering, maintaining a registration book in addition to other applicable responsibilities all in accordance with the provisions of Section 0 67 .lo( 2) , Wisconsin Statutes. NOW, THEREFORE, the Municipality and the Bank do hereby agree as follows : I. APPOINTMENT with respect to the Obligations for the purpose of performing such of the responsibilities stated in Section 67.10(2)(a), Wisconsin statutes, as are delegated herein or as may be otherwise specifically delegated in writing to the Fiscal Agent by the Municipality. The Bank is hereby appointed Fiscal Agent of 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. 111. ISSUANCE EXPENSES of issuance for the obligations described in Exhibit A-1 which is The fiscal agent is authorized and directed to pay the costs attached hereto and incorporated herein by this reference out of the proceeds described above. IV. PAYMENTS At least one (1) business day before each semi-annual interest payment date (commencing with the first interest payment date and continuing thereafter until the principal of and prepaid in accordance with their terms) the Municipality agrees interest on the Obligations should have been fully paid or to and shall pay to the Fiscal Agent, in immediately available funds, a sum equal to the amount payable as principal of and the premium, if any, and interest on the Obligations on such semi-annual interest payment date. Said semi-annual interest and/or principal payment dates and amounts are set forth in Exhibit B-1 which is attached hereto and incorporated herein by this reference. V. 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, setting forth an accurate description of the Obligation, specifying its number, date, purpose, amount, rate of interest, and payment date and stating the date and amount of -2- each payment of principal or interest thereon. The Fiscal Agent or exchange and deliver a certificate with respect to such shall also cancel and destroy Obligations presented for transfer transfer or exchange to the Municipality. The Fiscal Agent shall be permitted to microfilm, or otherwise photocopy and record said cancelled Obligations. VI. REGISTRATION BOOK Registration Book containing the names and addresses of all registered owners of the Obligations. The Fiscal Agent shall keep confidential said information in accordance with applicable banking and governmental regulations. Fiscal Agent shall maintain in the name of the Municipality a VII. INTEREST PAYMENT Payment of each installment of interest shall be made to the registered owner who shall appear on the Registration Book at the close of business on the 15th day of the calendar month next draft of the Fiscal Agent mailed to such registered owner at his preceding the interest payment date and shall be paid by check or 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. VIII. 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. IX. REDEMPTION NOTICE to redeem any of the Obligations, the Municipality shall direct In the event the Mcnicipality exercises its option, if any, the Fiscal Agent to give notice of such redemption by registered or certified mail at least thirty days prior to the date fixed for redemption to the registered owner of each Obligation to be Registration Book. Such direction shall be given at least redeemed in whole or in part at the address shown in the thirty-five days prior to such redemption date. In addition, in accordance with the recommendations of the notice of any call for redemption to all registered securities Securities and Exchange Commission, the Fiscal Agent shall give depositories and to a national information service that disseminates notices of redemption of obligations such as the Notes, but neither a defect in this additional notice nor any failure to give all or any portion of such additional notice shall in any manner defeat the effectiveness of a call for redemption. -3- X. TRANSFER AND EXCHANGE OF OBLIGATIONS of printed Obligations requested by the purchaser or purchasers of the Obligations no less than five business days prior to the date of delivery of and payment for the Obligations (the following: "Closing") which are complete except for some or all of the The Municipality will supply the Fiscal Agent with the number 1. Name of registered owner 2. Face principal amount 3. Maturity date 4. Interest rate 5. Registration date, if any 6. Serial numbers 7. CUSIP numbers, if any 8. Authenticating signature The Fiscal Agent will prepare Obligations in the name of a purchaser or purchasers designated by the Municipality so as to be available for authentication by the Fiscal Agent at Closing. owners of the full issue of Obligations at 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 legal representative. Upon such a transfer, a new registered Obligation of authorized denomination or denominations in the same aggregate principal amount shall be issued to the transferee in exchange thereof, and the name of the Registration Book. Upon request of the registered owner, the such transferee shall be entered as the new registered owner in Fiscal Agent shall exchange Obligations of the issue for a like aggregate principal amount of Obligations of the same maturity in authorized whole integral multiples of $5,000. Said purchaser or purchasers shall become the first registered transfer or exchange, the Obligation or Obligations issued shall The Obligations shall be numbered 1 and upward. Upon any bear the next highest consecutive unused number or numbers. XI. AUTHENTICATION on each Obligation on the date of delivery, transfer or exchange of such Obligation.. The Fiscal Agent shall distribute and/or direction of the registered owners thereof. retain for safekeeping the Obligations in accordance with the The Fiscal Agent shall sign the Certificate of Authentication -4- XII. STATEMENTS accounting of payments received and made and funds on hand The Fiscal Agent shall furnish the Municipality with an annually. XIII. FEES - The Municipality agrees to pay the Fiscal Agent fees in accordance with the fee schedule provided by the Fiscal Agent which is attached hereto as Exhibit C-1 and incorporated herein by this reference until the final principal payment (or redemption date in the event the Municipality exercises its payable on the dates principal is due or pursuant to statements option, if any, to redeem the Obligations). Such fees are provided to the Municipality by the Fiscal Agent. In the event the Municipality exercises its option, if any, to redeem the Obligations, the Fiscal Agent shall be reimbursed for mailing costs related therewith. XIV. MISCELLANEOUS (a) Nonpresentment of Checks. 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 returned 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 address of record. Thereafter, the Fiscal Agent shall not be responsible for the payment of such check or draft. the registered owner of the Obligation and the last mailing at anv time resian bv aivina not less than sixtv davs written (b) Resignations; Successor Fiscal Agent. Fiscal Agent may notice to Municipality: Up& receiving such notice-of Fiscal Agent by an instrument in writing executed by order of its resignation, the Municipality shall promptly appoint a successor governing body. If no successor Fiscal Agent shall have been so appointed and have accepted appointment within sixty days after such notice of resignation, the resigning Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor fiscal agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribes, appoint a successor fiscal agent. to Section 67.10(2), Wisconsin Statutes, as amended. Any successor fiscal agent shall be qualified to act pursuant deliver to Municipality and to its predecessor fiscal agent an instrument accepting such appointment hereunder, and thereupon the resignation of the predecessor fiscal agent shall become effective and such successor fiscal agent, without any further Any successor fiscal agent shall execute, acknowledge and -5- i. e 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 agent so ceasing to act. Upon the request of any such successor fiscal agent, all the rights, powers, and trusts of the fiscal trustee, Municipality shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor fiscal agent all such rights, powers and duties. Any predecessor fiscal agent shall pay over to its successor fiscal agent any funds of the Municipality. after the last principal payment on the Obligations is due whether by maturity or earlier redemption or the final discharge of the Municipality's responsibilities for payment of the Obligations, 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. (c) Termination. This Agreement shall terminate six years being duly authorized so to do, each in the manner most appropriate to it, on the date first above written. IN WITNESS WHEREOF, the parties have executed this Agreement, ( SEAL ) CITY OF MUSKEG0 WAUKESHA COUNTY, WISCONSIN Wayne G And : Jean X. Marenda City Clerk-Comptroller FIRST BANK (N.A.) MILWAUKEE, WISCONSIN ( SEAL ) e -6- EXHIBIT A-1 ISSUANCE EXPENSES Ehlers ti Associates, InC. Mulcahy h Wherry. S.C. First Bank (N.A.)