CCR1990144RESOLUTION #144-90
RESOLUTION AUTHORIZING THE ISSUANCE
AND AWARDING THE SALE
GENERAL OBLIGATION PROMISSORY NOTES;
OF $2,460,000
AND LEVYING
A TAX IN CONNECTION THEREWITH
WHEREAS, the Common Council hereby finds and determines that
of Muskego. Waukesha County, Wisconsin (the "City") to raise it is necessary, desirable and in the best interests of the City
funds for the purpose of paying the cost of water and sewer
improvements, constructing a water main, acquiring an easement
and paying related engineering costs (the "Project"), and there
are insufficient funds on hand to pay said costs;
WHEREAS, the Common Council hereby finds and determines that
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;
67.12(12) of the Wisconsin Statutes to borrow money and issue
general obligation promissory notes for such public purposes.
WHEREAS, cities are authorized by the provisions of Section
WHEREAS, on May 2, 1990, 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
offered for public sale on June 12, 1990; indicating that the general obligation promissory notes would be
WHEREAS, a Short Form Notice of Sale and an Official Notice
1 for the aforesaid general obligation promissory notes and
~ WHEREAS, the following sealed bid proposals were received: ,
BIDDER NET INTEREST COST NET INTEREST
RATE
First Wisconsin National
Bank of Milwaukee $1,277,602.20 6.6541%
i Robert W. Baird ti Co. Inc. 1,280,845.80 6.6710
The Northern Trust Co. 1,295,940.00 6.7496
Harris Trust ti Savings Bank 1,298,443.20 6.7627
Griffin, Kubik, Stephens
ti Thompson 1,303,650.00 6.7898
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0
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BIDDER NET INTEREST COST NET INTEREST
RATE
Blunt, Ellis & Loewi, Inc. 1,305,600.00 6.8000
Clayton Brown & Associates,
Inc. 1,309,914.60 6.8224 ,
Dean Witter Reynolds Inc. 1,313,948.40 6.8434
WHEREAS, it has been determined that the bid proposal sub-
mitted by First Wisconsin National Bank of Milwaukee, Milwaukee,
Wisconsin, 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.
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;
ness, the Mayor and City Clerk-Comptroller are hereby authorized,
Section 2. Sale of the Notes. To evidence such indebted-
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
TWO MILLION FOUR HUNDRED SIXTY THOUSAND DOLLARS ($2,460,000) (the
"Notes") for the sum of TWO MILLION FOUR HUNDRED TWENTY-FOUR
resulting in a net interest cost of ONE MILLION TWO HUNDRED
($2,424,397.80), plus accrued interest to the date of delivery,
($1,277,602.20) and an average net interest rate of 6.6541%.
THOUSAND THREE HUNDRED NINETY-SEVEN AND 80/100 DOLLARS
SEVENTY-SEVEN THOUSAND SIX HUNDRED TWO AND 20/100 DOLLARS
hereby desisnates the Purchaser as its aaent for DurDoses of
Section 3. Desiqnation of Purchaser as Aqent. The City
e
distributing this Final Official Statemeit relatiAg io the Notes
to any participating underwriter in compliance with Rule 15c2-12
of the Securities and Exchange Commission.
Section 4. Terms of the Notes. The Notes shall be desig-
nated "General Obligation Promissory Notes"; shall be dated
June 1, 1990; shall be in the denomination of $5,000 or any
integral multiple thereof; shall be numbered 1 and upward; and
principal amounts as follows:
shall mature serially on June 1 of each year, in the years and
- Year Principal Amount Interest Rate
1992
1993
1995
1994
$120,000
120,000
120,000
120,000
6.00%
6.10
6.20
6.30
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Year
1996
1997
1998
1999
2000
- Principal Amount Interest Rate
120,000
480,000
120,000
480,000
780,000
6.40
6.50
6.50
6.50
6.50
Interest is payable commencing on December 1, 1990 and semi-
annually thereafter on June 1 and December 1 of each year.
Citv, the Notes maturins on June 1, 1996 and thereafter shall be Section 5. Redemption Provisions. At the option of the
subject to redemption p;ior to maturity on June 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
each maturity by lot, at the principal amount thereof, plus
accrued interest to the date of redemption.
reqistered form and shall be executed and delivered in substan-
Section 6. Form of the Notes. The Notes shall be issued in
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 7. Direct Annual Irrepealable Tax Levy. For the
the same becomes due, the full faith, credit and resources of the City are hereby irrevocably pledged, and there is hereby levied
upon all of the taxable property of the City a direct annual
irrepealable tax in such years and in the amounts as follows:
Levy Year
1990
1991
1992
1993
1994
1995
1996
1997
1999
1998
Amount
$158,100
274,500
267,240
259,860
252,360
244,740
577,500
237,000
546,300
805,350
carried onto the tax rolls and shall be collected in addition to
The direct annual irrepealable tax hereby levied shall be
all other taxes and in the same manner and at the same time as
other taxes of the City for such years are collected. So long as
unpaid, the tax hereinabove levied shall be and continues irre-
any part of the principal of or interest on the Notes remains
pealable except that the amount of tax carried onto the tax roll
may be reduced in any year by the amount of any surplus in the
Debt Service Fund Account created herein.
Upon receipt of the proceeds of the Notes, the City shall set
aside from said proceeds the sum Of $79,050.00 to be used solely
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to pay the interest on the Notes coming due on December 1, 1990.
Said sum shall be irrevocably deposited into the segregated Debt
Service Fund Account for the Notes created below.
Section 8. Segregated Debt Service Fund Account. There is
hereby established in the City Treasury a fund account separate
designated "Debt Service Fund Account for $2,460,000 City of
and distinct from all other funds or accounts of the City to be
Muskego General Obligation Promissory Notes dated June 1, 1990", 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 7 hereof, and all other
sums as may be necessary to pay interest on the Notes when the
same shall become due and to retire the Notes at their respective
maturity dates. Said fund account shall be used for the sole
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.
Section 9. Construction mnd. The proceeds of the Notes
(the "Note Proceeds") (other than any premium and accrued
Notes into the Debt Service Fund Account shall be deposited into
interest which must be paid at the time of the delivery of the
an account separate and distinct from all other funds and be dis-
payment of the principal of and the interest on the Notes.
bursed solely for the purposes for which borrowed or for the
action with resuect to the Note Proceeds which, if such action
Section 10. Arbitrage Covenant. The City shall not take any
had been reasonably expected to have been taken, or had been
deliberately and intentionally taken on the date of the delivery
Notes to be "arbitrage bonds" within the meaning of Section 148
of and payment for the Notes (the "Closing"), would cause the
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 investments until needed, provided however, that the City hereby
covenants and agrees that so long as the Notes remain outstand-
tained in connection with the Notes, whether such moneys were
ing, moneys on deposit in any fund or account created or main-
used or invested in a manner which would cause the Notes to be
derived from Note Proceeds or from any other source, will not be
"arbitrage bonds" within the meaning of the Code or Regulations.
The City Clerk, or other officer of the City charged with
responsibility for issuing the Notes, shall provide an appro-
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
of the Closing.
facts and estimates on which such expectations are based, all as
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Section 11. Additional Tax Covenants: Includinq Rebate;
covenants and agrees that it will take all necessary steps and
Qualified Tax-Exempt Obligation Status. The City hereby further
perform all oblisations required by the Code and Rewlations
(whether prior t; or subsequent to- the issuance of fhe Notes) to
assure that the Notes are obligations described in Section 103(a)
of the Code, the interest on which is excluded from gross income
for federal income tax purposes throughout their term. The City
Clerk or other officer of the City charged with the respon-
sibility of issuing the Notes, shall provide an appropriate cer-
tificate of the City as of the Closing, for inclusion in the
transcript of proceedings, certifying that it can and covenanting
that it will comply with the provisions of the Code and
Regulations.
E’urther, 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.
The City anticipates that it will qualify for the small
issuer exemption from the rebate requirements of the Code.
However, in the event the City cannot qualify for the small
issuer exception, the City reasonably expects that it will not be
The City anticipates that it will qualify for the exception con-
subject to the rebate requirements of Section 148(f) of the Code.
tained in Section 148(f)(4)(B)(iv) and in support of such expec-
tation covenants as follows:
(a) at least 75 percent of the net proceeds of the Notes are
to be used for construction expenditures with respect to pro-
perty owned by the City:
(b) the City anticipates that it will expend the proceeds of
the Notes in accordance with the following schedule:
(1) not less than 10 percent of the net proceeds will
be spent for the governmental purposes of the issue
within 6 months of the date the Notes are issued;
(2) not less than 45 percent of the net proceeds will
within 1 year after the date the Notes are issued;
be spent for the governmental purposes of the issue
(3) not less than 75 percent of the net proceeds will
within 18 months of the date the Notes are issued; be spent for the governmental purposes of the issue
a reasonable retainage which shall not exceed 5 percent
(4) not less than 100 percent of the net proceeds (less
of the net proceeds) will be spent for the governmental
Notes are issued: and
purposes of the issue within 2 years after the date the
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(5) 100 percent of the net proceeds will be spent for
period beginning on the date the Notes are issued;
the governmental purposes of the issue within the 3-year
expenditures contained in subsection 9(b) above, the City (c) in the event the City fails to meet the schedule of
hereby elects application of subsection 148(f)(4)(B)(v) of
the Code and agrees to pay the penalty computed under such
subsection.
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.
The City Clerk-Comptroller shall keep books for the registration
and for the transfer of the Notes. The person in whose name any
Note shall be registered shall be deemed and regarded as the
absolute owner thereof for all purposes and payment of either
principal or interest on any Note 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 Note
to the extent of the sum or sums so paid.
Section 12. Persons Treated as Owners: Transfer of Notes.
Any Note may be transferred by the registered owner thereof
Comptroller, duly endorsed for the transfer or accompanied by an
by surrender of the Note at the office of the City Clerk-
duly authorized in writing. Upon such transfer, the Mayor and
assignment duly executed by the registered owner or his attorney
City Clerk-Comptroller shall execute and deliver in the name of
the transferee or transferees a new Note or Notes of a like
Clerk-Comptroller shall record the name of each transferee in the
aggregate principal amount, series and maturity and the City
registration book. NO registration shall be made to bearer. The
City Clerk-Comptroller shall cancel any Note surrendered for
transfer.
The City shall cooperate in any such transfer, and the Mayor and City Clerk-Comptroller are authorized to execute any new Note
Or Notes necessary to effect any such transfer.
interest payment date shall be the record date for the Notes. Payment of interest on the Notes on any interest payment date
shall be made to the registered owners of the Notes as they
appear on the registration book of the City at the close of busi-
ness on the corresponding record date.
The last day of each calendar month next preceding each
Section 13. Utilization of The Depository Trust Compan
Book-Entry-Only-System. In order to make the Notes eligiblz for
the services provibed-by The Depository Trust Company, New York,
New York ("DTC"), the City agrees to the applicable provisions
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set forth in the DTC Letter of Representation. The City Clerk- Comptroller is authorized and directed to execute such Letter of
Representation and deliver it to the DTC on behalf of the City.
Section 14. Execution of the Notes. The Notes shall be
issued in typewritten form, one Note for each maturity, executed
on behalf of the City by the manual or facsimile signatures of
the Mayor and City Clerk-Comptroller (except that one of the
foregoing signatures shall be manual) and delivered to the
Purchaser upon payment to the City of the purchase price thereof,
plus accrued interest to the date of delivery. In the event that
either of the officers whose signatures appear on the Notes shall
cease to be such officers before the delivery of the Notes, such
signatures shall, nevertheless, be valid and sufficient for all
until such delivery. The aforesaid officers are hereby
purposes to the same extent as if they had remained in office
authorized to do all acts and execute and deliver all documents as may be necessary and convenient to effectuate the Closing.
interest on the Notes shall be paid by the City Clerk-Comptroller
Section 15. Payment of the Notes. The principal of and
or Treasurer or his/her agent in lawful money of the United States.
Date. All prior resolutions, rules or other actions of the
Common Council or any parts thereof in conflict with the provi-
Section 16. Conflicting Resolutions; Severability; Effective -
sions 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 OK
provisions hereof. The foregoing shall take effect immediately
invalid, such illegality or invalidity shall not affect any other
upon adoption and approval in the manner provided by law.
Adopted and recorded this 12th day of June, 1990.
Wayne G. Salentine
Mayor
Attest:
Jean K. Marenda
City Clerk-Comptroller
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( SEAL )
EXHIBIT A
NOTICE OF SALE
on
$2,460,000
CITY OF MUSKEG0
GENERAL OBLIGATION PROMISSORY NOTES
WAUKESHA COUNTY, WISCONSIN
DATED JUNE 1, 1990
SEALED BIDS will be received until 11:OO a.m. (Central Time)
June 12, 1990
The Notes will be dated June 1, 1990 and will mature serially
on June 1 of each year, in the years and principal amounts as
follows :
Year
1992/97
1998/99
2000
Principal Amount
$120,000
480,000
780,000
Interest is payable commencing on December 1, 1990 and semi-
annually thereafter on June 1 and December 1 of each year.
manner provided in the Official Notice of Sale.
The Notes are callable on June 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 water and sewer improvements, constructing a water main,
acquiring an easement and related engineering costs.
The approving legal opinion of Mulcahy & Wherry, S.C. of
Milwaukee, Wisconsin and the transcript of proceedings will be
furnished to the successful bidder without cost. The Notes, when
issued, will be registered in the name of CEDE & CO. as nominee
of The Depository Trust Company, New York, New York, who will act
as the securities depository of the Notes. Additional informa-
Official Statement, may be obtained by addressing inquiries to:
tion, including the Official Notice of Sale and the Near Final
Ehlers and Associates, Inc., 2950 Norwest Center, 90 South
Seventh Street, Minneapolis, MN 55402-4100; Attention: Debra
Knieste, (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
EXHIBIT B
OFFICIAL NOTICE OF SALE
$2,460,000
CITY OF MUSKEG0
GENERAL OBLIGATION PROMISSORY NOTES
WAUKESHA COUNTY, WISCONSIN
DATED JUNE 1, 1990
City of Muskego, Waukesha County, Wisconsin for all but no part
SEALED BIDS will be received by the City Clerk-Comptroller,
of its $2,460,000 City of Muskego General Obligation Promissory
Watertown Road, Suite 204, Waukesha, WI 53186, or 2950 Norwest
Notes, in the offices of Ehlers and Associates, Inc., 20700 West
Center, 90 South Seventh Street, Minneapolis, MN 55402, until
11:OO a.m. (Central Time) on
June 12, 1990
at which time the bids will be publicly opened and read. The
bids should be directed to the City Clerk-Comptroller and plainly
marked "Bid for Notes". A regular meeting of the Common Council
will be held on said date for the purpose of taking action on
such bids as may be received.
The Notes will be dated June 1, 1990, and will mature
serially on June 1 of each year, in the years and principal
amounts as follows:
Year Principal Amount
1992197
1998/99
2000
$120,000
480,000
780,000
Interest on said Notes will be payable commencing on December 1,
1990 and semi-annually thereafter on June 1 and December 1 of
each year.
1996 and thereafter shall be subject to redemption prior to
maturity on December 1, 1995 or on any interest payment date
thereafter. Said Notes shall be redeemable as a whole or in
part, In inverse order of maturity and within each maturity by
lot, at the principal amount thereof, plus accrued interest to
the date of redemption.
At the option of the City, the Notes maturing on December 1,
The Notes shall be issued as fully registered notes without
coupons and, when issued, will be registered only in the name of
CEDE & CO., as nominee for The Depository Trust Company, New
York, New York ("DTC"). DTC will act as securities depository of
the Notes. A single Note certificate for each maturity will be
chases will-be made in book-entry form only pursuant to the rules issued to DTC and immobilized in its custody. Individual pur-
and procedures established between DTC and its participants, in
the principal amount of $5,000 and integral multiples thereof.
Individual purchasers will not receive certificates evidencing
their ownership of the Notes purchased. The successful bidder
shall be required to deposit the Note certificates with DTC as a
condition to delivery of the Notes. The City will make payments
of principal and interest on the Notes on the date set forth
above, to DTC or its nominee as registered owner of the Notes in
next-day funds. Transfer of said payments to participants of DTC
will be the responsibility of DTC; transfer of said payments to
of such participants and other nominees of beneficial owners all beneficial owners by DTC participants will be the responsibility
as required by DTC rules and procedures. No assurance can be
given by the City that DTC, its participants and other nominees
of beneficial owners will make prompt transfer of said payments
as required by DTC rules and procedures. The City assumes no
liability for failures of DTC, its participants or other nominees
to promptly transfer said payments to beneficial owners of the
Notes.
DTC for the Notes is terminated and the Common Council does not
appoint a successor depository, the Common Council will prepare,
authenticate and deliver, at its expense, fully registered cer-
multiple thereof in the aggregate principal amount of Notes of
tificate Notes in the denominations of $5,000 or any integral
the same interest rate or rates then outstanding to the benefi-
cial owners of the Notes.
In the event that the securities depository relationship with
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 water
amount upon all of the taxable property located in the City. The
easement and paying related engineering costs.
and sewer improvements, constructing a water main, acquiring an
The Notes are general obligations of the City. The principal
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
delivery and payment for the Notes.
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
Bids will be received on an interest rate basis in integral
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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
lowest net interest cost to the City.
awarded to a responsible bidder whose proposal results in the
Sealed bids must be mailed or delivered to the undersigned
opening of bids. Each bid must be unconditional. A good faith and must be received prior to the time established above for the
deposit in the amount of FORTY-NINE THOUSAND TWO HUNDRED DOLLARS
($49,200) 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 XO9-10-0550-6 for further credit to Ehlers and
Associates, Inc. Bond Issue ~scrow 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 cash premium or plus
any discount) will be deemed the most favorable. No oral bid and
no bid of less than $2,423,100 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.
maturity, to The Depository Trust Company, securities depository
of the Notes for the establishment of book-entry accounts at the
direction of the successful bidder, within approximately
must be made in federal or other immediately available funds. In
forty (40) days after the award. Payment at the time of delivery
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
under the contract to purchase the Notes and its good faith depo-
tender of the Notes, at its option, be relieved of its obligation
sit shall be returned, but no interest shall be allowed thereon.
The Notes shall be delivered in typewritten form, one Note per
The successful bidder will be furnished without cost, the
unqualified approving legal opinion of Mulcahy & Wherry, S.C. of
Milwaukee, Wisconsin. A transcript of the proceedings relative
to the issuance of the Notes (including a No-litigation
Certificate) shall be furnished to the successful bidder without
cost. CUSIP numbers will appear on the typewritten Notes.
Simultaneously with or before delivery of the Notes, the suc-
cessful bidder shall furnish to the City a certificate, made on
bidder, acceptable to bond counsel, stating the initial reof-
the best knowledge, information and belief of the successful
fering prices to the public of each maturity of the Notes and
Notes was sold to the public or final purchasers thereof (not
further stating that a substantial amount of each maturity of the
tions acting in the capacity of underwriters or wholesalers) at
including bond houses and brokers or similar persons or organiza-
or below such initial reoffering prices.
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Underwriters may obtain a copy of the Official Statement by
By submitting a bid, the successful bidder agrees to supply to
request to the City's financial advisor prior to the bid opening.
the City within 24 hours after the award of the Notes all 0 necessary to complete the Official Statement. within seven days
necessary pricing Information and any underwriter identification
of the award of the Notes, the purchaser will be provided with
Additional copies of the Official Statement and addenda will be
25 copies of the Official Statement and addenda without cost.
manager of an underwriting syndicate, the purchaser shall be
available at a cost of $10.00 per copy. If the purchaser is the
responsible for distributing copies of the Official Statement and
addenda to syndicate members.
The Common Council reserves the right to reject any and all
bids and to waive any and all irregularities.
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 under-
signed.
Copies of the Near Final Official Statement and additional
Jean K. Marenda
City Clerk-Comptroller
City of Muskego
City Hall
W182 S8200 Racine Avenue
Muskego, WI 53150
(414) 679-4100
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EXHIBIT C
Bid Form
Thc Common Council
City of Muskcgo, Wisconsin June 12, 1990
RE: S2.460.000 Gcncral Obligation Promissory Notes Dated June 1. 1990
For all or none of thc above Notes, in accordancc with the Notice of Sale and terms
of thc Global Book Entr
1990. we wiII pay you S 5,vyq &7,& s stated in this Official Statemcnt dated May 25.
(not less than S2,423,100) plus accrued
intcrest to date of dclivcry .for fullj registcred Notes bearing interest and
maturing on June I as follows:
We cnclosc our good faith deposit in the amount of $49,200 to be held by you pending
delivery and payment. Alternatively, we have wircd our good faith deposit to the
Ehlers and Associates. Inc. Bond Issue Escrow Ac:ount a850-788-1 at Resource Bank &
Trust Co.. Minneapolis, Minnesota. If our bid is not accepted, said deposit shall
be promptly rcturned to us. If the good faith deposit is wircd to such escrow
escrow holdcr of the good faith deposit, pursuant to thc OfficiaI Statcmcnt dated
account, wc agree to the conditions and duties of Ehlers and Associates, Inc., as
May 25. 1990. This bid is for prompt acccptance and is conditional upon deposit of
the Xotcs to The Depository Trust Company, New York, Ncw York witsin 40 days from
datc hcrcof, or thereafter at our option.
Account Manager:
Account Membcrs
First Wisconsin National Bank
.t+L...l+t.l~lta.laLIf...+*..C+1..lt+...~~
The foregoing offcr is hereby accepted by and on bchalf of thc Common CounciI of the
City of Muskego, Wjs:onsin this day of 1990.
Attcst: CI;, , .d K ~ 33$c.,n-z4 b By: [/(/.m~ ,&/ JLl4??-
Title: Title:
According to our computations
aaard) the total nct interest cost of and
:/
a0 controlling in the
the avcrage net cffcctive intcrcst rate is
Good faith deposit receivcd (for return to unsuccessful bidder)
** TOTFIL PQGE.082 **
. ,,
EXHIBIT D
(Form of Note)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
WAUKESHA COUNTY
REGISTERED CITY OF MUSXEGO
NO. R- GENERAL OBLIGATION PROMISSORY NOTE
MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP:
JUNE 1, 19- JUNE 1, 1990 %
DEPOSITORY OR ITS NOMINEE rQq2 N CO.
PRINCIPAL AMOUNT: w DOLLARS
($ )
KNOW ALL MEN BY THESE PRESENTS, that the City Of Muskego.
waukesha County, Wisconsin (the "City"), hereby acknowledges
Depository or its Nominee Name (the "Depository") identified
itself to owe and for value received promises to pay to the
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 Is payable commencing on December 1,
1990 and semi-annually thereafter on June 1 and December 1 of
each year until the aforesaid principal amount is paid in full.
Both the principal of and interest on this Note are payable in
lawful money of the United States. Interest payable on any
Depository in whose name this Note is registered on the Bond
interest payment date shall be paid by wire transfer to the
Register maintained by the City Clerk-Comptroller or Treasurer at
preceding the semi-annual interest payment date (the "Record
the close of business on the 15th day of the calendar month next
Date" ) .
hereon as aforesaid and for the levy of taxes sufficient for that
For the prompt payment of this Note together with interest
purpose, the full faith, credit and resources of the City are
hereby irrevocably pledged.
,? .
This Note is one of an issue of Notes aggregating the prin-
cipal amount of $2,460,000, all of which are of like tenor,
except as to denomination, interest rate, maturity date and
redemption provision, issued by the District pursuant to the pro-
paying the cost of water and sewer improvements, constructing a
water main, acquiring an easement and related engineering costs,
all as authorized by resolutions of the Common Council duly
adopted by said governing body at a regular meeting held on
June 12, 1990. Said resolution is recorded in the official minu-
tes of the Common Council for said date.
visions of Chapter 67, Wisconsin Statutes, for the purpose of
At the option of the City, the Notes maturing on June 1, 1996
June 1, 1995 or on any interest payment date thereafter. Said and thereafter are subject to redemption prior to maturity on
Notes are redeemable as a whole or in part, in inverse order of
maturity and within each maturity by lot (as selected by the
Depository), at the principal amount thereof, plus accrued
interest to the date of redemption.
Notes prior to maturity, as long as the Notes are in book-entry-
In the event the City exercises its option to redeem the
only form, official notice of the redemption will be given by
mailing a notice by registered or certified mail, or overnight
express delivery, to the Depository not less than thirty (30)
days nor more than sixty (60) days prior to the redemption date.
If less than all the Notes of a maturity are to be called for
redemption, the Notes of such maturity to be redeemed will be
selected by lot. Such notice will include but not be limited to 0 called for redemption, CUSIP numbers, and the date of redemption.
the following: the designation, date and maturities of the Notes
Any notice mailed as provided herein shall be conclusively pre-
sumed to have been duly given, whether or not the Depository
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 such redemption are on
deposit at the office of the Depository at that time. Upon such
deposit of funds for redemption the Notes shall no longer be
deemed to be outstanding.
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.
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This Note is transferable only upon the books Of the City
kept for that purpose at the office of the City Clerk-Comptroller
or Treasurer. In the event that the Depository does not continue
to act as depository for the Notes, and the Common Council
same aggregate principal amount shall be issued to the new depo-
sitory upon-surrender of the Notes to the City Clerk-Comptroller
or Treasurer in exchange therefor and upon the payment of a
charge sufficient to reimburse the City for any tax, fee or other
governmental charge required to be paid with respect to such
registration. The City Clerk-Comptroller or Treasurer shall not
Date, (ii) during the fifteen (15) calendar days preceding the
be obliged to make any transfer of the Notes (i) after the Record
date of any publication of notice of any proposed redemption of
the Notes, or (iii) with respect to any particular Note, after
consider the Depository in whose name this Note is registered as
such Note has been called for redemption. The City may treat and
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.
.e appoints another depository, new fully registered Notes in the
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 signatures of its duly
qualified Mayor and City Clerk-Comptroller, all as of the 1st day
of June, 1990.
'0 CITY OF MUSKEG0
WAUKESHA COUNTY,
BY: UJ Jean K. Marenda
City Clerk-Comptroller
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ASSIGNMENT
FOR VALUE RECEIVED, the undersi sells, assigns and trans-
(Social Security or OtheTIdentifying 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
registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
(e.g. Bank, Trust Company (Depository or its Nominee
or Securities Firm) Name )
NOTICE: The above-named Depository
(Authorized Officer) or its Nominee Name must correspond
with the name as it appears upoi
the face of the within Note in
every particular, without altera-
whatever.
tion or enlargement or any change
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