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CCR1991021Kesolution 21-91 Excerpts of Minutes of Open Meeting of the Common Council of the City of Muskego Muskego, Waukesha County, Wisconsin, was held in open session on A duly-convened meeting of the Common Council of the City of February 12, 1991, and called to order by the Mayor at P.M., Central Time. The following Aldermen were present: Dumke, Datterson, D. Sanders, H. Sanders, and Simmons. The following Aldermen were absent: T aube . The Mayor opened the meeting by announcing that this was an open meeting of the Common Council. Notice of this meeting was given to the 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 desiring information as to forthcoming meetings should contact available for inspection at the City Clerk's office. Anyone the City Clerk's office. (Here occurred business not pertinent to the bond authorization.) 0 The Mayor announced that the next order of business was to act upon the bids received for the City's bond issue. The City Clerk indicated that the Notice of Bond Sale was published in the Muskego Sun. The City Clerk announced that 5 sealed bids had been received for the bond issue, which had been advertised for bids pursuant to the action of the Common Council. The City Clerk indicated that each such bid was accompanied by a $97,500 good faith deposit and read the following details as to each bid submitted: 'f $4,875,000 General Obllgallon Sewerage Bonds City of Muskego, Wlsconsln SALE: Tuesday, February 12, 1991 AB!AEQ: BANC ONE CAPITAL CORPORATION NAME OF BIDDER COUPON RATE NET INTEREST COST YEAR & RATE PRICE BANC ONE CAPITAL CORPORATION THE NORTHERN TRUST COMPANY Mllwaukee, Wlsconsln HUTC INSON, SHOCKEY, ERLEY & COMPANY LA SAL!€ NATIONAL BANK Cronln & Company, inc. Hamilton Inveslments. Inc. Chlca 0, lillnols Chlca a, llllnols Chicago, llllnols 8 w erce Bank 01 Kansas City, N.A. HARRIS TRUST AND SAVINGS BANK Chicago, llilno16 aank One, indlanapoils, N.A, Arnerlcan National Bank & Trust Hnnlfun ImhnH. lnc. Company of St. Paul SOBERT W. BAlRO &COMPANY, INC. Mllwaukee, Wlsconsln A.H. WILLIAMS & CO., INC. Phlladel hla, Penns lvanla RODMA t! & RENSHlW, INC. +st Tennessee Bank Chlcago, llllnols 6.10% 6.20% 6.40% 6.30% 6.45% 1992 -1998 $3,557,596.88 $4,801,875 1999 2000 6.3635% 2002 2001 2003 2004 2005 .oo 6.10% 1992 -2001 $3,570,806.25 $4,801,875.00 6.20% 2002 6.25% 2003 6.3871% R.375% 2004 6.45% 2005 5.80% 1992 -1997 $3,582,098.00 $4,803,208.25 6.00% 1999 5.90% I996 6.10% 2000 6.4073% 6.20% 2001 6.30% 2003 6.40% 2004 6.25% 2002 6.50% 2005 'B One Capite1 Corporation has purchased MBIA insurence lor thls Issue. $4,675,000 General Obllgalion Sewerage Bonds Muskego, Wisconsin esday. February 12, 1991 NAME OF BIDDER . . .. . - . . . -. - - - -. -. . .- - . . . . . .. . .. . - - - - - - . - ". - . . . . .. . . . . . . . . - . - COUPON RATE YEAR & RATE PRICE NET INTEREST COST -. CLAYTON BROWN &ASSOCIATES, INC. 6.10% 1992 -1997 $3,583,359.18 $4,802,139.25 KEtviP!!R CAPITAL MARKETS GRlFFi a , KUBIK, STEPHENS &THOMPSON, INC. Cllica 0, lllinols 6.20% 1998 -2002 Chlca 0. illlnols 6.30% 2003 6.375% 2004 -2005 6.4095% Chicago, llllnols FIRST WISCONSIN NATIONAL BANK OF MILWAUKEE PIPER, JAFFAAY & HOPWOOD INC. Securitles Corporalion of Iowa 5.70% 1992 -1994 $3,597,214.25 $4,802,004.50 5.90% 1995 -1998 6.00% 1999 6.4343% 6.10% 2000 6.20% 2001 6.30% 2002 6.40% 2003 -2004 6.50% 2005 Milwaukee, Wlsconsln Mlnneapolls, Minnesota 0 The following resolution was moved by Alderman Simmons and seconded by Alderman , and upon roll call vote, duly adopted by a vote of 6 to - 0 : Resolution No. ml RESOLUTION AUTHORIZING THE SALE OF $4,875,000 GENERAL OBLIGATION SEWERAGE BONDS WHEREAS the City of Muskego, Waukesha County, Wisconsin (the $4,875,000 General Obligation Sewerage Bonds (the "Bonds"); and "City") has duly received sealed bids for its proposed issue of WHEREAS it has been determined that the best bid received was that submitted by Banc One Capital Corporation, and associates; NOW, THEREFORE, BE IT RESOLVED that: Section 1. Award. The bid of Banc One Capital Corporation, and associates, for the purchase price of $4,801,875, 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 of the successful bidder shall be retained by the City Treasurer successful bidder on behalf of the City. The good faith deposit until the closing of the bond issue, and deposits of the unsuccessful bidders shall be promptly returned. a Section 2. The Bonds. The Mayor and City Clerk shall make, execute and deliver the Bonds to said purchaser, for and on behalf of the City. The Bonds shall be negotiable, general obligation bonds of the City, registered as to both principal and interest, in the denomination of Five Thousand Dollars ($5,000) each or whole multiples thereof, numbered from R-1 upward and dated February 1, 1991. The Bonds shall mature on November 1 of each of the years and shall bear interest at the rates per annum as follows: Year 1992 1993 1994 1995 1996 1997 1998 1999 2001 2000 2002 2004 2003 2005 Principal Amount S 50,000 25;OOO 25,000 75,000 75,000 50,000 300,000 300,000 400,000 700,000 700,000 700,000 750,000 725,000 Interest Rate 5.80% 5.80 5.80 5.80 5.80 5.80 5.80 5.90 6.00 6.10 6.20 6.30 6.40 6.45 -2- commencing November 1, 1991. Interest shall be payable on May 1 and November 1 of each year, subject to call and prior payment at the option of the City in Bonds maturing in the years 1998 through 2005 shall be whole or from time to time in part in inverse order of maturity interest payment date thereafter at the price of par plus accrued (but within any maturity by lot) on November 1, 1997 or any interest to the date of redemption. Section 3. Form of Bonds. The Bonds shall be in substantially the form attached hereto as Exhibit A. Section 4. Tax Provisions. payinq the principal of and interest on the Bonds as the same [A) Direct Annual Irrepealable Tax. For the purpose of become due,-the fill faith, credit and resources of the City are hereby 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 1991 $577,559.38 1998 1992 $566,662.50 323,562.50 1993 1999 322,112.50 2000 648,962.50 1994 924,962.50 1995 370,662.50 2001 366,312.50 882,262.50 2002 1996 336,962.50 838,862.50 2003 1997 844,762.50 584,062.50 2004 771,762.50 /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 Service Account created in Section 5(A) hereof. insufficient funds from the tax lew to oav the orincinal of or IC) Additional Funds. If in any year there shall be 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. ” L appropriated from funds of the City on hand a sum sufficient to be deposited in the Debt Service Account to meet payments with (D) Appropriation. There be and there hereby is -3- respect to debt service due on November 1, 1991, which sum may be returned to the general fund upon collection of the taxes herein levied for the year 1991. Section 5. Debt Service Fund and Account. is established in the treasury of the City, if one has not (A) Creation and Deposits. There be and there hereby already been created, a debt service fund-separate and distinct from every other fund, which shall be maintained in accordance with generally accepted accounting principles. Sinking funds established for obligations previously issued by the City may be considered as separate and distinct accounts within the debt service fund. established a separate and distinct account designated as the Bonds' dated February 1, 1991" (the "Debt Service Account") and "Debt Service Account for $4,875,000 'General Obligation Sewerage by the Bonds is fully paid or otherwise extinguished. The City said Account shall be maintained until the indebtedness evidenced Treasurer shall deposit in such Debt Service Account (i) all accrued interest received by the City at the time of delivery of and payment for the Bonds; (ii) the taxes herein levied for the specific purpose of meeting principal of and interest on the Bonds when due; (iii) such 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 specified in Section 6 hereof; and (vi) such further deposits as may be required by Sec. 67.11, Wis. Stats. Within the debt service fund, there be and there hereby is (8) Use and Investment. No money shall be withdrawn from the Debt Service Account and appropriated for any purpose other than the payment @f principal of and interest on the Bonds until all such principal 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 succeeding tax collection may be invested in direct obligations of the United States of America maturing in time to make such payments when they are due; 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 invested by purchasing the Bonds as permitted by and subject to Section 67.11(2)(a), Wis. Stats., in interest-bearing obligations of the United States of America, or in other obligations of the City, which investments shall continue to be a part of the Debt Service Account. C) Remaininq Monies. When all of the Bonds have been of, any mo:ey remaining in the Debt Service Account shall be paid in full and canceled, and all permitted investments disposed -4- 0 deposited in the general fund of the City, unless the Common Council directs otherwise. Citv upon the deliverv of the Bonds to the Durchaser thereof Section 6. Borrowed Money Fund. All monies received by the 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 issued. Monies in the Borrowed Money Fund may be temporarily invested as provided in Section 66.04(2), Wis. Stats. Any monies, including any income from permitted investments, remaining in the Borrowed Money Fund after the purposes for which the Bonds have been issued have been which obviously thereafter cannot be needed for such purposes accomplished, and, at any time, any monies as are not needed and shall be deposited in the Debt Service Account. " Section 7. No Arbitrage. All investments permitted by this resolution shall be legal investments, but no such investment shall be made in such a manner as would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") or the Regulations of the Commissioner of Internal Revenue thereunder responsibility for issuing the Bonds, shall certify as to facts, (the "Regulations"); and an officer of the City, charged with the estimates, circumstances and reasonable expectations in existence on the date of closing which will permit the conclusion that the Bonds are not "arbitrage bonds," within the meaning of said Code or Regulations. The City Clerk shall keep books for the registration and for the transfer of the Bonds. 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 thereof. All such payments shall be valid and effectual to interest on any Bond shall be made only to the registered owner of the sum or sums so paid. satisfy and discharge the liability upon such Bond to the extent Section 8. Persons Treated as Owners; Transfer of Bonds. Any Bond may be transferred by the registered owner thereof by surrender of the Bond at the office of the City Clerk, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, the Mayor and City Clerk shall execute and deliver in the name of the transferee or transferees a new Bond or Bonds of a like aggregate principal amount, series and maturity, and the City Clerk shall record the name of each made to bearer. The City Clerk shall cancel any Bond surrendered transferee in the registration book. No registration shall be for transfer. .-5- The City shall cooperate in any such transfer, and the Mayor and City Clerk are authorized to execute any new Bond or Bonds necessary to effect any such transfer. The fifteenth day of each calendar month next preceding each Payment of interest on the Bonds on any interest payment date interest payment date shall be the record dates for the Bonds. shall be made to the registered owners of the Bonds as they appear on the registration book of the City at the close of business on the corresponding record date. represents and covenants that the projects financed by the Bonds Section 9. Compliance with Federal Tax Laws. The City ani their ownership, management anh use will not cause the Bonds to be "private activity bonds" within the meaning of Section 141 of the Code and that the City shall comply with the provisions of the Code to the extent necessary to maintain the tax-exempt rebate requirements of Section 148(f) of the Code. The City status of the interest on the Bonds including, if applicable, the Clerk or other officer of the City charged with the responsibility of issuing the Bonds shall provide an appropriate certificate of the City certifying that the City can and covenanting that it will comply with the provisions of the Code and Regulations. The City also covenants to use its best efforts to meet the requirements and restrictions of any different or additional provided that in meeting such requirements the City will do so only to the extent consistent with the proceedings authorizing the Bonds and the laws of Wisconsin, and to the extent that there is a reasonable period of time in which to comply. 0 federal legislation which may be made applicable to the Bonds Obliqations. The Bonds are hereby designated as "qualified tax- Section 10. Designation as Qualified Tax-Exempt exemut obliaations" for Durposes of Section 265 of the Code relaiing to-the ability bf ?inancia1 institutions to deduct from allocable to carrying and acquiring tax-exempt obligations. income for federal income tax purposes, interest expense that is Section 11. Utilization of The Depository Trust Company Book-Entry-Only System. In order to make the Bonds eligible for New York ("DTC"), the City agrees to the applicable provisions the services provided by The Depository Trust Company, New York, set forth in the Letter of Representations attached hereto as Exhibit B. The appropriate officers of the City are authorized and directed to execute such Letter of Representations, in substantially the form attached hereto as Exhibit B, and deliver it to DTC on behalf of the City. Section 12. Payment of Issuance Expenses. The City authorizes the purchaser to forward the amount of Bond proceeds ' allocable to the payment of issuance expenses to Resource Bank & Trust Company, Minneapolis, Minnesota on the closing date for -6- further distribution as directed by the City's financial advisor, Ehlers and Associates, Inc. Section 13. Records. The City Clerk shall provide and keep a separate record book and shall record a full and correct of authorizing and issuing these Bonds. statement of every step or proceeding had or taken in the course Section 14. Official Statement. The Common Council hereby approves the Official Statement with respect to the Bonds Official Statement and addenda as 'final' for purposes of SEC including addenda submitted at this meeting and deems the Rule 15~2-12. All actions taken by officers of the City in connection with the preparation of such Official Statement and addenda are hereby ratified and approved. In connection with the closing for the Bonds, the appropriate City official shall certify the Official Statement and addenda. The City Clerk shall cause copies of the Official Statement and addenda to be distributed to the purchaser of the Bonds. authorized and directed to execute and deliver the Bonds to the Section 15. Closing. The Mayor and City Clerk are hereby purchaser thereof upon receipt of the purchase price. The Mayor and City Clerk may execute the Bonds by manual or facsimile signature, but at least one of said officers shall sign the Bonds manually. 0 to take all necessary steps to close the bond issue as soon as practicable hereafter, in accordance with the terms of sale execute and deliver such documents, certificates and thereof, and said officers are hereby authorized and directed to acknowledgments as may be necessary or convenient in accordance therewith. The officers of the City hereby are directed and authorized Adopted February 2, 1991. 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. I. Dated February -, 1991 City Clerk -1- EXHIBIT A (Form of Bond) UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WAUKESHA CITY OF MUSKEG0 GENERAL OBLIGATION SEWERAGE BOND Date of Number Rate Maturity Date Oriqinal Issue Amount CUSIP R- February 1, 1991 $ 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 principal amount of DOLLARS ($ ) on the maturity date specified above, together with interest thereon from February 1, 1991 or the most recent payment date to which interest has been paid, unless the date of registration 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, payable on May 1 and November 1 of each year, with the first interest on this issue being payable on November 1, 1991. For aforesaid, the full faith, credit and resources of the City have the prompt payment of this Bond with interest hereon as been and are hereby irrevocably pledged. , or registered assigns, the at the rate per annum specified above, such interest being Bonds of this issue maturing in the years 1998 through 2005 City in whole or from time to time in part in inverse order of shall be subject to call and prior payment at the option of the maturity (but within any maturity by lot) on November 1, 1997, or on any interest payment date thereafter, at the price of par plus accrued interest to the date 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. payable to the registered owner in lawful money of the United States of America. The principal of this Bond shall be payable of the City Treasurer. Interest hereon shall be payable by check only upon presentation and surrender of this Bond at the office or draft dated as of the applicable interest payment date and mailed from the office of the City Treasurer to the person in whose name this Bond is registered at the close of business on Both principal hereof and interest hereon are hereby made m the fifteenth day of the calendar month next precedinq each - - interest payment-date. kept for that purpose at the office of the City Clerk, 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) satisfactory to the City Clerk duly executed by the registered owner or his duly authorized attorney. Thereupon a new Bond or Bonds of the same aggregate principal amount, series and maturity shall be issued to the transferee in exchange therefor. The City may deem and absolute owner hereof for the purpose of receiving payment of or treat the person in whose name this Bond is registered as the 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 transferable only upon the books of the City This Bond is one of an issue aggregating $4,875,000, each of which is of like original issue date and tenor except as to numbers, interest rates, redemption privilege and maturities, issued for the public purpose of financing sewerage projects by paying part of the City's share of the cost of capital projects undertaken by the Milwaukee Metropolitan Sewerage District, pursuant to an Intergovernmental Cooperation Agreement between the City and the District, pursuant to an initial resolution duly Constitution and laws of the State of Wisconsin thereunto enabling. 0 adopted by the Common Council and in full conformity with the This Bond has been designated by the City as a "qualified tax-exempt obligation" for purposes of Section 265 of the Internal Revenue Code of 1986, as amended. and things required by law to be done precedent to and in the It is hereby recited and certified that all acts, conditions issuance of 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 amounts to pay the interest on this Bond when it falls due and also to pay and discharge the principal hereof at maturity; and that this Bond, together with all other existing indebtedness of the City, does not exceed any constitutional or statutory limitation of indebtedness. -2- Wisconsin has caused this Bond to be executed in its behalf by IN WITNESS WHEREOF, the City of Muskego, Waukesha County, corporate seal to be impressed hereon, all as of the date of its duly qualified and acting Mayor and City Clerk, and its original issue specified above. (SEAL) CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN BY City Clerk BY Mayor -3- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto of Assignee) (Please print or typewrite name and address, including zip code, Please insert Social Security or other identifying number of Assignee the within Bond, and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Bond on the books kept for the registration thereof with full power of substitution in the premises. Dated: 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 what- ever. Signature(s) guaranteed by: -4- EXHIBIT B Letter of Representations TO BE COMPLETED BY ISSUER-GW City of Muskego, Wisconsin slnlrol IISUCI The Depository Trust Company 55 Ll'ater Street Se!\. York. KY 10041 .Attention: General Counsel's Office Re: City of Muskego, Wisconsin $4,875,000 General Obligation Sewerage Bonds, dated February 1, 1991 Gentlemen: (Issue Dercnptlon) The purpose of this letter is to set out certain matters relating to the above-referenced Bonds (the "Bonds"). Ir authorlzing the issuance of the Bonds dated as of February 1 Bank One Capital Corporation is distributing the Bonds through The Depository Trust Companv ("DTC"). 1:ne Uraervr,le,') ,I9 91 (the "Documenr(si"r. To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules irlth respect to the Bonds, the Issuer- maksthe following representations to DTC: I. Subsequent to Closing on the Bonds on Februarv , 19 91 , there shall be deposited wlth DTC one Bond certificate in registered form registered in the name of DTC's nomlnee, Cede & Co., for each stated matrmtv nt the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the princlpal amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds S100.000.0@0. one certlficdte will be issued with respect to each $1OO,oOO,OOO of principal amount and an additional certif!cate wll be Issued with respect to any remaining principal amount. Each $1OO,OM),OOO Bond certificate shall bear the folloi\ing legend: "Unless thls certificate is presented by an authorized representative of The Depository Trust Companv to the Issuer or Its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Companv and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR i..ILUE OR OTHERIVISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.. has an Interest 10 2. In the event of any solicitation of consents from and voting by holders of the Bonds, the lssuerw, shall establish a record date for such purposes and give DTC notlce of such record date not less than 15 calendar davs advance of such record date to the extent possible. 3. In the event of a redemption or any other similar transaction resulting in retirement of a11 Bonds outstand,ng or reduction in aggregate principal amount of Bonds outstanding ("full or partial redemption") or advance refupding of all or plrt of the Bonds outstanding, the issuer-, shall give DTC notice of such event not lSs than jo days nor more than 60 davs prior to the redemption date or. In the case of an advance refunding, the date the proceeds are deposited in escrow. -1. In the e\'ent of a partial redemption or an advance refunding of part of the Bonds outstanding, !he ~~~~~w sh~ll send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of :he maturity datds) established under the refunding; and 3) the date such notice is to be mailed to Bondholjers or published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g.. legible iacsinlie transmission, registered or certlfied mall. overnight express delivery) in a timely manner designed to assure t!:at 5;~~i notice is In DTC's possession no later than the close of business on the business day before the Publication Date. Tk,: Issuer -wll forxvard such notice either in a separate secure transmission for each CtiSlP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted 111 !ha: transmission. (The Issuer sending such notice shall have a method to verify subsequently the use oi s:ch means and timeliness of the notice.) The Publication Date shall be not less than 30 davs nor more than 60 davs grior to tke redemption date or, in the case of an advance refunding. the date the proceeds are deposited in escrow. ._ .. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer specifyins rhe terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") slrai! be sent to DTC by a secure means (e.& legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the cIc5e ot business on the business day before the Publication Date. (The Issuer sending such notice shall :kavs a method to verify subsequently the use of such means and timeliness of the notice.) 0 6. AI[ notices and payment advices sent to DTC shall contain the CUSlP number of the Bonds. 7 Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at (516) 22;-4039 or (516) 227-4190. TheIsAWrshall confirm DTC's receipt of such facsimile transmission by telephoning the Call xotlf,cation Department at (516) 227-4070. Notices to DTC by mail or any other means shall be sent to: ." - The Depositoly Trust COmpmy Call Notification Department Mum Reorganization Manager 711 Stewart Avenue Garden City, NY 11530 ." 8, Interest Favments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on date (Or the equivalent in accordance with existing arrangements between the Issuer -and DTC). Such payments shall be made payable to the order of Cede & CO. 9, payments of principal shall be received by Cede & Co., as nominee Of DTC. or its registered assigns in ne.tt.dav funds on each date. Principal payments shall be made payable to the order Of Cede CO.. and be addressed as follows: li The Depository Trust Company Muni Redemptton Department 53 Water Street-50th noor New York. NY 10041 Attention: Collection Supervisor 10. DTC may dlrect the Issuer- 10 use any other telephone number for facsimile transmission. address, or department ot DTC as the number, address or department to which payments of interest or principal or be Sent, 11. In the event oi a redemption, acceleratlon or any other similar transaction (e.g., tenders made and accepted In response to the Issuer's winvttation) necessitating a reduction In aggregate principal amount oi ~~~d~ outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretton, (a) may request the Issuer- to ~ssue and authenticate a new Bond certificate or (b) shall make an appropriate notatton on the Bond certlilcate Indicating the date and amounts of such reduction in principal. except in the case of ha1 maturitv. in ~,.h~ch case the certlilcate must be presented to the Issuer-prior to payment. 11. In the event the Issuer determines pursuant to the Docurnent(s) that beneficial owners of the Bonds shall be able to obtain certlficated Bonds, the Issuer~shall notifv DTC of the availability of Bond certificates and shall Issue. transfer and exchange Bond certificates In approprtate amounts as required by DTC and others. 13. DTC mav determme to discontinue providtng its service as securities depository wtth respect to the Bonds at anv time bv giving reasonable notice to the Issue- (at which time DTC wtll confirm wtth the Issuerethe aggregate prlnclpal amount of the Bonds outstanding) and dixhargtng its responsibilities with respect thereto under applicable la!,.. tinder such circumstances, whenever DTC requests the Issuer-to do so,- the Issuer w11 cooperate wtth DTC in taking appropriate action to make available one or more separate certliicates evidencing the Bonds to any DTC Partictpant having Bonds credited to its DTC account. 0 Notes: all xIqat8o-s ~n ths Letter 01 Representations are IO be assumed a 11 there IS no orqanlzatlon actlnq as Agent lor the Issuer. and mely 3y me Issuer. relerence~ to such Agent may be Inked out. b Ne!mer DTC nor Cede 8 Co.1 provtdes consents wnth respect IO any secsrlty. Under bts uiual Droceaures. DTC mads an Olnlous Proxy to the Issuer as soon as Wsslble alter the record late. The Omnms Proxy ass~gns Cede h CO:S votlng nghtr to (nose Panlc8pants having the securlly crBdltO(l to metr accounn on the reco:z aate 18denl8f8ed In a listlng atlaChad to the Omnlbus Ir3xy1 ;ne requirement to advlse DTC 01 the r~ord date for the 5ollc;:atlon 01 consents 8s set lonh in paragraph 2 01 tne Iener. c Unaer Rules 01 me Municipal Secuntler Rulemaklng Board retarlng lo good dei8very.' a munlcieal smnliea Malar must W aole :o aelermlne the date Inat a notm 01 panlal call or 01 an aavance retundlng 01 pan 01 an issue IS publish& [the 'Publicatlon Sate'). The es;aolfshment 01 such a Publicatlon Date is addressed In paragrapn d 01 the lener. Recelwd and Accepted: THE DEPOSITORY TRUST COMPANY Very truly yours, rLyy CITY OF MUSKEGO, WISCONSIN I.% I,.YII) tlirlel b cc: Cnderwriter Underwrlter's Counsel Principal Amount $ 50,000 25,000 25,000 75,000 75,000 300,000 50,000 300,000 400,000 700,000 700,000 700,000 750,000 725,000 SCHEDULE A (Describe Issue) Maturity Date 11/1/92 11/1/93 11/1/94 11/1/95 11/1/96 11/1/97 11/1/98 11/1/00 11/1/99 11/1/01 11/1/02 11/1/03 11/1/04 11/1/05 Interest Rate 5.80% 5.80 5.80 5.80 5.80 5.80 5.90 5.80 6.00 6.10 6.20 6.30 6.40 6.45