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CCR1993050i (General Obligation Promissory Notes) of Common Council Held March 9, 1993 Excerpts of Minutes of Meeting A duly-convened meeting of the Common Council of the City of Muskego, Waukesha County, Wisconsin, was held in open session on March 9, 1993 and called to order by the Mayor at7& P.M. The following Aldermen were present: The following Aldermen were absent: 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 Muskeqo Sun, and to all news media who have requested the available for inspection at the City Clerk's office. Anyone same as well as posting. Copies of the complete agenda were desiring information as to forthcoming meetings should contact the City Clerk's office. e (Here occurred matters not pertinent to the note issue.) The City Clerk announced that 7 sealed bids had been received for the note 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 $29,200 good submitted : faith deposit and read the following details as to each bid 52422 'YTING: Moodvs A $1,460,000 General ObllgRtiOn Promissory Notes Clty of Muskego. Wlsconsin w: Tuesday, March 9. 1993 &&6R: EQUITABLE SECURITIES CORPORATION 9 I. &$I: 5.47% NAME OF BIDDER COUPON RATE YEAR & RATE PRICE NET INTEREST COST EQUITABLE SECURITIES CORPORATION 3.20% 1996 $545,711.75 $1,441.767.00 MORGAN KEEGAN & COMPANY. INC. STEPHENS, INC. WILLIAM R. HOUGH & COMPANY STERN, AGEE 8 LEACH, INC. Nashville, Tennessee Memphis, Tennessee Llttle Rock, Arkansas St. Petersburg, Florida Birmlngharn, Alabama 3.50% 1997 3.75% 1998 4.3674Yo 4.00% 1999 4.10% 2000 4.20% 2001 4.30% 2002 e HARRIS TRUST AND SAVINGS BANK Chicago. Illinois GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC. Chicago, lllinols KEMPER SECURITIES, INC. Chicago, Illinois 3.90% 1996 -1998 $547,311.10 $1,438,113.90 4.1 0'6 2000 4.00% 1999 4.20% 2001 4.25% 2002 4.3802% 4.125% 1996 -2001 $554.110.00 $1,438.100.00 4.30% 2002 4.4346% 4.125% 4.1 5% 4.30% 1996 -1998 1999 -2001 2002 ~.. " $554,612.22 $1,438,119.65 4.4386% CLAYTON BROWN 8 ASSOCIATES, INC. 4.20% lQ96 $558,681.95 $1,438,19Q.30 Chicago, Illinois 4.25% 1997 -1998 4.30% 1999 -2002 4.4705% MAR 09 '93 63:36PM EHLERS F. RSSOCIRTES P. 317 &ly of Muskego, Wisconsin $1,m,oOo Qeneral Obligation Promissory Notes Tuesday, March 9, 1993 Page 2 NAME OF BIDDER COUPON NET INTEREST COST RATE YEAR & RATE PRICE FIRSTAR BANK MILWAUKEE, N.A. Milwaukee. N.A. 3.50% 1996 3.80% 1997 4.00% 1998 4.10% 1999 I 4.20% 2000 4.50% 2002 4.40% 2001 $562,349.50 $1,449,488.00 4.5005% ROBERT W. BAlRD 8. COMPANY, INC. DEAN WITER REYNOLDS, INC. Milwaukee. Wisconsin Chicago, Illinois 3.60% 1996 4.00% 1996 3.80% 1997 4.25% 2000 4.15% 1999 4.40% 2001 4.50% 2002 The City Clerk read the following resolution: Resolution No. .To- 93 A RESOLUTION AUTHORIZING THE CITY OF MUSKEG0 TO BORROW THE SUM OF $1,460,000 BY ISSUING GENERAL OBLIGATION PROMISSORY NOTES PURSUANT TO SECTION 67.12(12) OF THE WISCONSIN STATUTES AND AUTHORIZING THE SALE OF THE NOTES WHEREAS the City of Muskego, Waukesha County, Wisconsin the sum of ONE MILLION FOUR HUNDRED SIXTY THOUSAND DOLLARS (sometimes hereinafter called the "City") is presently in need of costs of constructing public works projects and improvements; and ($1,460,000) for public purposes, including paying part of the best interest of the City that the monies needed for such WHEREAS the Common Council deems it necessary and in the purposes be borrowed by issuing general obligation promissory notes pursuant to the provisions of Section 67.12(12), Wis. Stats., upon the terms and conditions hereinafter provided; and WHEREAS the City has duly received sealed bids for its proposed issue of $1,460,000 General Obligation Promissory Notes (the "Notes" ) ; and was that submitted by Equitable Securities Corporation and associates; WHEREAS it has been determined that the best bid received NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Muskego, Waukesha County, Wisconsin, that: Section 1. Award. The bid of Equitable Securities Corporation, and associates, for the purchase price of $1,441,767, be and it hereby is accepted and the Mayor and City Clerk are authorized and directed to execute an acceptance of the offer of said successful bidder on behalf of the City. The good faith deposit of the successful bidder shall be retained~ by the City Treasurer until the closing of the note issue, and deposits of the unsuccessful bidders shall be promptly returned. Section 2. The Notes. The Mayor and City Clerk shall make, execute and deliver the Notes to said purchaser, for and on behalf of the City. The Notes shall be negotiable, general obligation promissory notes 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 April 1, 1993. The Notes shall mature on October 1 of each of the years and shall bear interest at the rates per annum as follows: 52422 -2- Year Amount Interest Rate 1996 $ 50,000 1997 50,000 1998 75,000 1999 75,000 2000 2001 100,000 100,000 2002 1,010,000 3.20% 3.50 3.75 4 .OO 4.10 4.20 4.30 Said interest shall be payable on April 1 and October 1 of each year, commencing October 1, 1993. Interest shall be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. Notes maturing in the years 2000 through 2002 shall be whole or from time to time in part on October 1, 1999 or any day subject to call and prior payment at the option of the City in thereafter at the price of par plus accrued interest to the date of redemption. The amounts and maturities of the Notes to be redeemed shall be selected by the City. If less than the entire that maturity which are to be redeemed shall be selected by lot. principal amount of any maturity is to be redeemed, the Notes of Section 3. Form of Notes. The Notes shall be in substantially the form set forth on Exhibit A. Section 4. Tax Provisions. (A) Direct, Annual Irrepealable Tax. For the purpose of paying the principal of and interest on each of said Notes as the same respectively falls due, the full faith, credit and taxing powers of the City are hereby irrevocably pledged and property in the City a direct, annual irrepealable tax in an there be and there hereby is levied on all of the taxable amount and at the times sufficient for said purpose, such tax to be for the following years and in the following minimum amounts: For the year 1993 $ 91,338.75 For the year 1994 60,892.50 For the year 1995 110,892.50 For the year 1996 109,292.50 For the year 1997 132,542.50 For the year 1998 129,730.00 For the year 1999 151,730.00 For the year 2000 147,630.00 For the year 2001 1,053,430.00 52422 -3- without power to repeal such levy or obstruct the collection of (B) Tax Collection. The City shall be and continue said tax until all such payments have been made or provided for, After the issuance of the Notes, 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. (C) Additional Funds. If at any time there shall be on hand insufficient funds from the aforesaid tax levy to meet principal and/or interest payments on said Notes when due, the requisite amounts shall be paid from other funds of the City then available, which sums shall be replaced upon the collection of the taxes herein levied. (D) Appropriation. There be and there hereby is appropriated from funds of the City on hand a sum sufficient to be deposited in the Debt Service Account to meet payments with respect to debt service due on October 1, 1993, which sum may be returned to the general fund upon collection of the taxes herein levied for the year 1993. Section 5. Debt Service Fund and Account. is established in the treasury of the City, if one has not already been created, a debt service fund, separate and distinct with generally accepted accounting principles. Sinking funds from every other fund, which shall be maintained in accordance established for obligations previously issued by the City may be considered as separate and distinct accounts within the debt service fund. (A) Creation and Deposits. There be and there hereby established a separate and distinct account designated as the Promissory Notes' dated April 1, 1993," (the "Debt Service "Debt Service Account for $1,460,000 'General Obligation Account") and such account shall be maintained until the extinguished. The City Treasurer shall deposit in such Debt indebtedness evidenced by the Notes is fully paid or otherwise Service Account (i) all accrued interest received by the City at the time of delivery of and payment for the Notes; (ii) the taxes herein levied for the specific purpose of meeting principal of and interest on the Notes when due; (iii) such other sums as may be necessary at any time to pay principal of and interest on the Notes when due; (iv) any premium which may be received by the City above the par value of the Notes and accrued interest thereon; (v) surplus monies in the Borrowed Money Fund as Within the debt service fund, there be and there hereby is 52422 4- specified in Section 6 hereof; and (vi) such further deposits as may be required by Sec. 67.11, Wis. Stats. 19) Use and Investment. No money shall be withdrawn other than the payment of principal of and interest on the Notes from the Debt Service Account and appropriated for any purpose 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 Notes prior to the scheduled receipt of taxes from the next succeeding tax collection may be invested in direct obligations of the United States of America maturing in time to make such payments when they are due or in other investments permitted by law; and (ii) any funds over and above the amount of such principal and interest payments on the at the option of the City, be invested by purchasing the Notes as Notes may be used to reduce the next succeeding tax levy, or may, permitted by and subject to Section 67.11(2)(a), Wis. Stats., in interest-bearing obligations of the United States of America, in other obligations of the City or in other investments permitted by law, which investments shall continue to be a part of the Debt Service Account. paid in full and canceled, and all permitted investments disposed fC) Remaininq Monies. When all of the Notes have been of, any money remaining in the Debt Service Account shall be deposited in the general fund of the City, unless the Common Council directs otherwise. the City upon the delivery of the Notes to the purchaser thereof, except for accrued interest and premium, if any, shall be deposited by the City Treasurer into a special fund (the "Borrowed Money Fund") which 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 Notes 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, the Notes have been issued have been accomplished, and, at any remaining in the Borrowed Money Fund after the purposes for which cannot be needed for such purposes shall be deposited in the Debt time, any monies as are not needed and which obviously thereafter Service Account. Section 6. Proceeds of the Notes. All monies received by resolution shall be legal investments, but no such investment shall be made in such a manner as would cause the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Regulations of the Commissioner of Internal Revenue thereunder Internal Revenue Code of 1986, as amended [the "Coae"), or the Section 7. No Arbitraqe. All investments permitted by this 52422 -5- li (the "Regulations"); and an officer of the City, charged with the 0 estimates, circumstances and reasonable expectations in existence responsibility for issuing the Notes, shall certify as to facts, on the date of closing which will permit the conclusion that the Notes are not "arbitrage bonds," within the meaning of the Code or Regulations. I Section 8. Persons Treated as Owners; Transfer of Notes. The City Clerk shall keep books for the registration and for the be registered shall be deemed and regarded as the absolute owner transfer of the Notes. The person in whose name any Note shall 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. by surrender of the Note 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 Note or Notes of a like aggregate principal amount, series and maturity, and the City Clerk shall record the name of each transferee in the registration book. No registration shall be made to bearer. The City Clerk shall cancel any Note surrendered Any Note may be transferred by the registered owner thereof - 0 for transfer. t and City Clerk are authorized to execute any new Note or Notes necessary to effect any such transfer. The City shall cooperate in any such transfer, and the Mayor The fifteenth day of each calendar month next preceding each Payment of interest on the Notes on any interest payment date interest payment date shall be the record dates for the Notes. shall be made to the registered owners of the Notes as they appear on the registration book of the City at the close of business on the corresponding record date. Section 9. Compliance with Federal Tax Laws: Declaration of covenants that the projects financed by the Notes and their Intent Reqardinq Reimbursement. (a) The City represents and ownership, management and use will not cause the Notes 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 status of the interest on the Notes including, if applicable, the rebate other officer of the City charged with the responsibility of requirements of Section 148(f) of the Code. The City Clerk or I 52422 a City certifying that the City can and covenanting that it will issuing the Notes shall provide an appropriate certificate of the comply with the provisions of the Code and Regulations. (b) The City also covenants to use its best efforts to meet the requirements and restrictions of any different or additional federal legislation which may be made applicable to the Notes only to the extent consistent with the proceedings authorizing provided that in meeting such requirements the City will do so the Notes and the laws of Wisconsin and to the extent that there is a reasonable period of time in which to comply. (c) Pursuant to 26 CFR Section 1.103-18, the City declares its expectation to reimburse itself from the proceeds of the Notes for expenditures relating to the projects described in the preamble to this resolution which it pays from other funds of the City prior to receipt of the proceeds of the Notes. I I Section 10. Desiqnation as Oualified Tax-Exempt Obliqations. The Notes are hereby designated as "qualified tax-exempt obligations" for purposes of Section 265 of the ability of financial institutions to deduct from income for Internal Revenue Code of 1986, as amended, relating to the federal income tax purposes, interest expense that is allocable ! to carrying and acquiring tax-exempt obligations. Book-Entry-Only System. In order to make the Notes eligible for the services provided bv The DeDOSitOrV Trust ComDanv. New York. Section 11. Utilization of The Depository Trust Company New York ("DTC"), the City agrees to tGe applicabie provisions . set forth in the Letter of Representations attached hereto as and directed to execute such Letter of Representations, in Exhibit B. The appropriate officers of the City are authorized substantially the form attached hereto as Exhibit 8, and deliver it to DTC on behalf of the City. authorizes the purchaser to forward the amount of Note proceeds Section 12. Payment of Issuance Expenses. The City allocable to the payment of issuance expenses to Resource Bank & Trust Company, Minneapolis, Minnesota on the closing date for further distribution as directed by the City's financial advisor, Ehlers and Associates, Inc. a separate record book and shall record a full and correct statement of every seep or proceeding had or taken in the course of authorizing and issuing these Notes. Section 13. Records. The City Clerk shall provide and keep -7- a apDroves the Official Statement with respect to the Notes Section 14. Official Statement. The Common Council hereby w Official Statement and addenda as "final" for purposes of SEC including addenda submitted at this meeting and deems the Rule 15c2-12. 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 Notes, 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 Notes. are hereby authorized and directed to execute and deliver the Notes to the purchaser thereof upon receipt of the borrowed The Mayor and City Clerk may execute the Notes by manual or funds, accrued interest to date of delivery and premium, if any. the Notes manually. facsimile signature, but at least one of said officers shall sign Section 15. Closinq. The Mayor and City Clerk of the City The officers of the City are hereby directed and authorized to take all steps necessary or convenient to close this issue as soon as practicable hereafter, in accordance with the terms of directed to execute and deliver such documents, certificates and sale thereof; and said officers are hereby authorized and acknowledgments as may be necessary or convenient in accordance therewith. Adopted, approved and recorded March 3, 1993. Mayor (SEAL) Attest: City Clerk 52422 -9- the Mayor and City Clerk signed same in the appropriate manner in open meeting. The Mayor declared the resolution adopted and approved and (Here occurred business not pertinent to the note issue.) There being no further business to come before the meeting, the meeting adjourned. City Clerk 52422 -9- EXHIBIT A UNITED STATES OF AMERICA COUNTY OF WAUKESHA STATE OF WISCONSIN CITY OF MUSKEG0 GENERAL OBLIGATION PROMISSORY NOTE Number _Rate Maturity Date Oriqinal Issue Amount CuSIp Date of R- % April 1, 1993 $ FOR VALUE RECEIVED, the City of Muskego, Waukesha County, Wisconsin, promises to pay to , or registered assigns, the principal amount of DOLLARS ($ together with interest thereon from April 1, 1993 or the most ) on the maturity date specified above, recent payment date to which interest has been paid, unless the date of registration of this Note is after the 15th day of the calendar month immediately preceding an interest payment date, in which case interest will be paid from such interest payment date, at the rate per annum specified above, such interest being payable on April 1 and October 1 of each year, with the first interest on this issue being payable on October 1, 1993. shall be subject to call and prior payment at the option of the Notes of this issue maturing in the years 2000 through 2002 City in whole or from time to time in part on October 1, 1999 or any day thereafter at the price of par plus accrued interest to the date of redemption. The amounts and maturities of the Notes to be redeemed shall be selected by the City. If less than the entire principal amount of any maturity is to be redeemed, the Notes of that maturity which are to be redeemed shall be selected by lot. Notice of such call shall be given by mailing 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 Note 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, and for the prompt payment of this Note with taxes sufficient for that purpose, the full faith, credit and interest thereon as aforesaid, and the levying and collection of resources of the City of Muskego, Wisconsin, are hereby irrevocably pledged. The principal of this Note shall be payable only upon presentation and surrender of this Note at the offj.ce of the City Treasurer. Interest hereon shall be payable by check Both principal hereof and interest hereon are hereby made 52L22 mailed from the office of the City Treasurer to the person in or draft dated as of the applicable interest payment date and the fifteenth day of t.he calendar month next preceding each interest payment date. whose name this Note is registered at the close of business on 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 Note 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 Note or Notes 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 Note is registered as the on account of the principal or interest hereof and for all other purposes. The Notes are issuable solely as negotiable, denominations of $5,000 or any whole multiple thereof. fully-registered Notes without coupons in authorized This Note is transferable only upon the books of the City This Note is issued pursuant to the provisions of Section 67.12(12), Wisconsin Statutes, for public purposes, including paying part of the costs of constructing public works projects and improvements, and is authorized by a resolution of the Common Council of the City, duly adopted by said Common Council at its @ recorded in the official book of its minutes for said date. meeting duly convened on March 9, 1993, which resolution is This Note 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. It is hereby certified and recited that all conditions, and in connection with the issuance of this Note have been done, things and acts required by law to exist or to be done prior to have existed and have been performed in due form and time; that the aggregate indebtedness of the City, including this Note and others authorized simultaneously herewith, does not exceed any Wisconsin; and that the City has levied a direct, annual limitation imposed by law or the Constitution of the State of irrepealable tax sufficient to pay this Note, together with interest thereon when and as payable. exercise any right hereunder shall impair such right or be No delay or omission on the part of the owner hereof to considered as a waiver thereof or as a waiver of or acquiescence in any default hereunder. 5?422 -2- Muskego, Waukesha County, Wisconsin, has caused this Note to be IN WITNESS WHEREOF, the Common Council of the City of signed on behalf of said City by its duly qualified and acting Mayor and City Clerk, and its corporate seal to be impressed hereon, all as of the date of original issue specified above. ( SEAL ) CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN BY City Clerk BY Mayor i i 521.22 -3- (Form of 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 Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Note 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 face of the within Note in every whatever. or enlargement or any change Signature(s) guaranteed by: -4- EXHIBIT B Letter of Representations City of Muskego, Wisconsin \*w~i li~~~~~ .\ttention: Cenerd Counsel's Otfice The Deprito? Trust Company x ii.hter Street: 49th Floor Sew Ynrk. SY 1oO~I-ooc39 " fir: $1,460,000 General Obligation Promissory Notes, dated April 1, 1993 L.ulies .und Gentlemen: Tllis letter rets forth our understanding with respect to certain matters relatin< to he ,h\ e-rrtiwllrml isme (the "Ban&). 7 .. " dw "The Bonds dl be isstled purswt to ;I& Injncl resolution, or other such document Juthoriring the issuance of the Bonds d.d March 9 . 199- 3 "~~~,,,~~~-l, Equitable Securities Corporation , L,nlm.ntn'l is tlistnbuting tlw Bondr thmu$ The Depositon. Trust Company ("DTC-1. To induce DTC to ywpt the Bonds u eligble for deposit & DTC. and to ut in .1ccnrdr(llce with Its Rules with respect to the Bonds. Issuer- 'r . make the folIwitl< representations to DTC: I . %rc,oal Amount $ 50,000 75,000 50,000 75,000 100,000 100,000 1,010,000 Ltarwr, Cats 10/01/96 10/01/97 10/01/98 10/01/99 10/01/00 10/01/01 10/01/02 SCHEDULE A i-.g**q = 3.20% 3.15 3.50 4.00 4.10 4.30 4.20 SCHEDULE 8 SAMPLE OFFICIAL STATEMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE (Prepared by DTC-bracketea materlal may be applicable only to certaln issues)