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CCR1993052I 52- 93 I t (General Obligation Refunding Promissory Notes, Series 19938) 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 at 29P.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 same as well as posting. Copies of the complete agenda were available for inspection at the City Clerk's office. Anyone desiring information as to forthcoming meetings should contact the City Clerk's office. 0 (Here occurred matters not pertinent to the note issue.) The City Clerk announced that 11 sealed bids had been pursuant to the action of the Common Council. The City Clerk received for the note issue, which had been advertised for bids indicated that each such bid was accompanied by a $64,100 good faith deposit and read the following details as to each bid submitted: a 52618 MAR 09 '93 03:37PM EHLERS & RSSOCIATES P. 617 &!3 TABULATION 53,205,000' General Obligation Retunding Promissory Notes, Series 19938 City of Muskego, Wisconsin SA!€: Tuesday, March 9, 1993 ByyBBI1: HARRIS TRUST AND SAVINGS BANK RATING: Moodvs I "I A BBI: 5.47% NAME OF BIDDER COUPON RATE NET INTEREST COST YEAR & RATE PRICE HARRIS TRUST AND SAVINGS BANK Chicago, Illinois 3.30% 2.95% COUNTRY CLUB BANK Kansas Clty, Missouri 3.50% 3.70% 3.00% 3.50% 3.30% 3.75% 3.90% Nashville, Tennessee Memphls, Tennessee Uttle Rock, Arkansas St. Petersburg, Fbrida Birmingham, Alabama 3.00% 3.2046 3.50% 3.75% 4.00% MORGAN KEEGAN 8. COMPANY, INC. STEPHENS, INC. WILLIAM R. HOUGH 8 COMPANY STERN, AGEE 8 LEACH, INC. MERCANTILE BANK OF ST. LOUIS NA St. Louis, Missouri KEMPER SECURITIES, INC. Chicago, lllinols 1995 1996 $439,772.92 $3.1 84,866.25 ..~ 1997 3.61 68% 1998 -1999 1995 ~2.853.00 $3,189,45575 1998 1997 3.6421% 1998 1999 1996 1995 $443,466.42 $3,186,731.50 1997 1999 I 998 3.05% 1995 3.50% 1996 . .. . ._ 3.75% 1997 3.95% 1998 4.05% 1999 3.6471% W9.043.75 $3,205,000.00 3.6930% 3.30% 1995 -1996 $451,887.15 $3,157,334.10 3.35% 1997 -1999 3.71 64% MRR 09 '93 EI~:~~PM EHLERS z. RSSOCIRTES 0 $3,205,000 General Obllgation Refunding Promissory Notes, Series 19938 City of Muskego, Wisconsin Tuesday, March 9,1993 Page 2 P. 717 NAME OF BIDDER COUPON RATE NET INTEREST COST YEAR & RATE PRICE ROBERT w. BAWD a COMPANY, INC. Mllwaukee, Wisconsin Chicago, Illinois DEAN WliTER REYNOLDS, INC. CLAYTON BROWN & ASSOCIATES, INC. Chlcago, llllnois 4 THOMPSON, INC. GRIFFIN, KUBIK, STEPHENS Chlcago. Illinois a Mllwaukee. Wisconsin IRSTAR BANK MILWAUKEE, N.A. PARK INVESTMENT CORPORATION MILLER 8 SCHROEDER FINANCIAL. INC. Minneapolis, Minnesota ~ .~ ~~ ~~~~ ~ ~ Minnea olis. Minnesota ~~ ~ ~ DOUGH E RTY, DAWKINS. STRAND 8 BIGELOW. INC. .~ Minneapolis, Minnesota LEHMAN BROTHERS HUTC t? INSON. SHOCKEY. ERLEY & COMPANY Chica 0. llllnois Chica 0, lllinols RODM~N RENSHAW. INC. 3.00% 3.40% 3.60% 3.80% 4.00% 3.375% 3.00% 3.37% 3.00% 3.00% 3.375% 3.70% 3.90% 3.00% 3.30% 3.60% 3.75% 4.00% 3.00% 3.M)% 3.40% 4.00% 3.75% 1995 1996 1998 1997 1999 1995 1996 -1999 1995 1996 -1999 1995 1996 1997 1998 -1999 1995 1996 1998 1997 1999 1995 1996 1997 1998 1999 $452,591.83 $3,199,936.50 3.7222% $454,422.88 $3,157,211.50 3.7372% $457,699.38 $3,156,925.00 3.7642% $460,274.55 $3.1 80,656.70 3.7854% $461,305.1 7 $3,175,055.25 3.7938% $462,837.72 $3,178,947.70 3.8048% Chicago, lllinois Nike Securlties L.P. . The City Clerk read the following resolution: Resolution No. 52-93 A RESOLUTION AUTHORIZING THE CITY OF MUSKEG0 TO ISSUE GENERAL OBLIGATION REFUNDING PROMISSORY NOTES, SERIES 19938, 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 Three Million One Hundred Forty Thousand Dollars (sometimes hereinafter called the "City") is presently in need of ($3,140,000) for the public purpose of refunding obligations of the City; and WHEREAS the Common Council deems it necessary and in the best interest of the City that the monies needed for such purpose 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 General Obligation Refunding Promissory Notes, Series 1993B (the "Notes"); and WHEREAS it has been determined that the best bid received was that submitted bv Harris Trust and Savings Bank and associates; NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Muskego, Waukesha County, Wisconsin, that: Section 1. Award. The bid of Harris Trust and Savings and it hereby is accepted and the Mayor and City Clerk are Bank, and associates, for the purchase price of $3,120,274.58, be 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. 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 be in the aggregate principal amount of $3,140,000 and shall mature on Section 2. The Notes. The Mayor and City Clerk shall make, 52618 -2- June 1 of each of the years and shall bear interest at the rates per annum as follows: Year Amount Interest Rate 1995 $ 425,000 2.95% 1996 1,620,000 1997 225,000 3.30 3.50 1998 365,000 3.70 1999 505,000 3.70 Said interest shall be payable on June 1 and December 1 of each year, commencing December 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. The Notes shall not be subject to redemption prior to maturity. substantially the form set forth on Exhibit A. Section 3. Form of Notes. The Notes shall be in 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 taxing powers of the City are hereby irrevocably pledged and there be and there hereby is levied on all of the taxable property in the City a direct, annual irrepealable tax in an amount and at the times sufficient for said purpose, such tax to be for the following years and in the following minimum amounts: 0 the same respectively falls due, the full faith, credit and For the year 1993 $ 176,770.83 For the year 1994 524,793.75 For the year 1995 1,686,795.00 For the year 1996 261,127.50 For the year 1997 390,437.50 For the year 1998 514,342.50 a /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 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 52618 -3- a 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 December 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. JA) Creation and Deposits. There be and there hereby is established in the treasury of the City, if one has not 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. e a Within the debt service fund, there be and there hereby is established a separate and distinct account designated as the "Debt Service Account for 'General Obligation Refunding Promissory Notes, Series 1993B' dated April 1, 1993," (the "Debt Service Account") and such account shall be maintained until the indebtedness evidenced by the Notes is fully paid or otherwise extinguished. The City Treasurer shall deposit in such Debt Service Account (i) all accrued interest received by the City at herein levied for the specific purpose of meeting principal of the time of delivery of and payment for the Notes; (ii) the taxes 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 City above the par value of the Notes and accrued interest Notes when due; (iv) any premium which may be received by the 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. from the Debt Service Account and appropriated for any purpose (BI Use and Investment. No money shall be withdrawn other than the payment of principal-of and interest on the Notes until all such principal and interest has been paid in full and " - 52618 -4- 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 Notes may be used to reduce the next succeeding tax levy, or may, at the option of the City, be invested by purchasing the Notes as permitted by and subject to Section 67.11(2)(a), Wis. Stats., in other obligations of the City or in other investments permitted interest-bearing obligations of the United States of America, in by law, which investments shall continue to be a part of the Debt Service Account. (C) Remaininq Monies. When all of the Notes have been paid in full and canceled, and all permitted investments disposed deposited in the general fund of the City, unless the Common of, any money remaining in the Debt Service Account shall be 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 distinct from all other funds of the City and shall be used for "Borrowed Money Fund") which shall be maintained separate and no purpose other than the purpose for which the Notes are issued. Account, as provided in Section 13 hereof. Monies in the issued, proceeds of the Notes shall be transferred to the Escrow Borrowed Money Fund may be temporarily invested as provided in Section 66.04(2), Wis. Stats. Any monies, including any income after the purpose for which the Notes have been issued has been from permitted investments, remaining in the Borrowed Money Fund which obviously thereafter cannot be needed for such purpose accomplished, and, at any time, any monies as are not needed and shall be deposited in the Debt Service Account. Section 6. Proceeds of the Notes. All monies received by In order to accomplish the purpose for which the Notes are e resolution shall be legal investments, but no such investment shall be made in such a manner as would cause the Notes to be Internal Revenue Code of 1986, as amended (the "Code"), or the "arbitrage bonds" within the meaning of Section 148 of the Regulations of the Commissioner of Internal Revenue thereunder responsibility for issuing the Notes, 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 Section 7. No Arbitraqe. All investments permitted by this 52618 -5- Notes are not “arbitrage bonds,” within the meaning of the Code or Regulations. - The City Clerk 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 thereof. All such payments shall be valid and effectual to interest on any Note shall be made only to the registered owner satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 8. Persons Treated as Owners: Transfer of Notes. Any Note may be transferred by the registered owner thereof 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 execute and deliver in the name of the transferee or transferees in writing. Upon such transfer, the Mayor and City Clerk shall a new Note or Notes 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 Note surrendered transferee in the registration book. No registration shall be for transfer. 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 .. interest payment date shall be the record dates 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 business on the corresponding record date. The fifteenth day of each calendar month next preceding each represents and covenants that the projects financed by the Notes Section 9. Compliance with Federal Tax Laws. The City 0 anh the Refunded Obligations defined in Section 12 ani their ownership, management and use will not cause the Notes or the meaning of Section 141 of the Code, and that the City shall Refunded Obligations to be “private activity bonds“ within the maintain the tax-exempt status of the interest on the Notes comply with the provisions of the Code to the extent necessary to including, if applicable, the rebate requirements of Section 148(f) of the Code. The City Clerk or other officer of the City provide an appropriate certificate of the City certifying that charged with the responsibility of issuing the Notes shall provisions of the Code and Regulations. the City can and covenanting that it will comply with the ” 52618 -6- The City also covenants to use its best efforts to meet the federal legislation which may be made applicable to the Notes 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 Notes and the laws of Wisconsin and to the extent that there is a reasonable period of time in which to comply. Obliqations. The Notes are hereby designated as "qualified Section 10. Desiqnation as Oualified Tax-Exempt tax-exempt obligations" for purposes of Section 265 of the Internal Revenue Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for to carrying and acquiring tax-exempt obligations. federal income tax purposes, interest expense that is allocable Section 11. Utilization of The Depository Trust Company Book-Entry-Only System. In order to make the Notes 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. Redemption of Refunded Obliqations. of General Obligation Corporate Purpose Bonds dated December 1, 1985 (the "1985 Bonds"). The 1985 Bonds maturing in the years 1996 through 1999 (the "Refunded 1985 Bonds") are called for prior payment on December 1, 1995 at the price of par plus accrued interest to the date of redemption. (a) Refunded 1985 Bonds. The City has outstanding an issue of General Obligation Promissory Notes dated June 1, 1986 (the 1996 (the "Refunded 1986 Notes") are called for prior payment on "1986 Notes"). The 1986 Notes maturing in the years 1995 and June 1, 1994 at the price of par plus accrued interest to the date of redemption. (b) Refunded 1986 Notes. The City has outstanding an issue Notes shall be referred to as the "Refunded Obligations". The Escrow Agent shall be directed pursuant to the Escrow Agreement referred to in Section 13 hereof to give notice of the call of the Refunded Obligations. Collectively, the Refunded 1985 Bonds and Refunded 1986 52618 -1- Section 13. Escrow Aqent: Escrow Aqreement: Escrow Account. First Bank (N.A.), Milwaukee, Wisconsin is hereby appointed Escrow Agent of the City, for the purpose of ensuring the payment of the interest on the Notes and the principal of the Refunded Obligations as provided in the Escrow Agreement. The Mayor and City Clerk are hereby authorized and directed hereto as Exhibit C (the "Escrow Agreement") (such form may be to execute an escrow agreement substantially in the form attached modified by said officers prior to execution, the execution of such agreement by said officers to constitute full approval of the City of any such modifications), with the Escrow Agent, for the purpose of effecting the provisions of this Resolution. Obligations shall be deposited in an Escrow Account which is hereby created with the Escrow Agent, pursuant to the Escrow Agreement. The use, investment and disbursement of the Note Agreement is authorized and approved. proceeds by the Escrow Agent in the manner provided in the Escrow The Note proceeds allocable to refunding the Refunded 1 Upon transfer to the Escrow Account of the proceeds of the Notes and any other necessary funds allocable to refunding the Refunded Obligations, the taxes heretofore levied to pay debt service on the Refunded Obligations shall be abated to the extent such transfer together with investment earnings thereon is sufficient to pay the principal of and interest on the Refunded Obligations, but such abatement shall not affect the City's 0 pledge of its full faith, credit and resources to make such payments . 1 1 b Ehlers and Associates, Inc. are authorized to submit Section 14. SLGS Subscriptions. The Escrow Agent and subscriptions for United States Treasury Securities - State and is necessary in order to carry out the refunding authorized by this resolution pursuant to Section 67.12(12), Wisconsin Statutes. 1 Local Government Series on behalf of the City in such amount as ~ Section 15. Official Statement. The Common Council hereby approves the Official Statement with respect to the Notes 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. I 52618 a -8- a separate record book and shall record a full and correct statement of every step or proceeding had or taken in the course of authorizing and issuing these Notes. Section 16. Records. The City Clerk shall provide and keep are hereby authorized and directed to execute and deliver the Notes to the purchaser thereof upon receipt of the borrowed funds, accrued interest to date of delivery and premium, if any. The Mayor and City Clerk may execute the Notes by manual or the Notes manually. facsimile signature, but at least one of said officers shall sign Section 17. 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 sale thereof: and said officers are hereby authorized and directed to execute and deliver such documents, certificates and acknowledgments as may be necessary or convenient in accordance therewith. Adopted, approved and recorded March 9, 1993. Mayor Attest: City Clerk Alderman Patterson moved that Resolution No. 52-93 be adopted. Motion seconded by Alderman Taube and carried by the following vote: Ayes: Patterson, Dumke, Misko, Sanders, Schneider, Simmons and Taube Nos : The Mayor declared the resolution adopted and approved and the Mayor and City Clerk signed same in the appropriate manner in open meeting. -9- 52618 8 (Here occurred business not pertinent to the note issue.) There being no further business to come before the meeting, the meeting adjourned. City Clerk 52618 -10- EXHIBIT A UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WAUKESHA CITY OF MUSKEG0 GENERAL OBLIGATION REFUNDING PROMISSORY NOTE, SERIES 1993B 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 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 June 1 and December 1 of each year, with the first interest on this issue being payable on December 1, 1993. ) on the maturity date specified above, a Notes of this issue are not subject to redemption prior to maturity. payable to the registered owner in lawful money of the United. Both principal hereof and interest hereon are hereby made States of America, and for the prompt payment of this Note with interest thereon as aforesaid, and the levying and collection of taxes sufficient for that purpose, the full faith, credit and resources of the City of Muskego, Wisconsin, are hereby only upon presentation and surrender of this Note at the office irrevocably pledged. The principal of this Note shall be payable of the City Treasurer. Interest hereon shall be payable by check mailed from the office of the City Treasurer to the person in or draft dated as of the applicable interest payment date and whose name this Note is registered at the close of business on the fifteenth day of the calendar month next preceding 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 Note together with a written instrument of This Note is transferable only upon the books of the City 52618 Clerk duly executed by the registered owner or his duly transfer (which may be endorsed hereon) satisfactory to the City 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 treat the person in whose name this Note is registered as the on account of the principal or interest hereof and for all other absolute owner hereof for the purpose of receiving payment of or purposes. The Notes are issuable solely as negotiable, fully-registered Notes without coupons in authorized denominations of $5,000 or any whole multiple thereof. This Note is issued pursuant to the provisions of Section 67.12(12), Wisconsin Statutes, for the public purpose of refunding obligations of the City, and is authorized by a resolution of the Common Council of the City, duly adopted by said Common Council at its meeting duly convened on March 9, 1993, which resolution is recorded in the official book of its minutes for said date. 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. things and acts required by law to exist or to be done prior to It is hereby certified and recited that all conditions, have existed and have been performed in due form and time; that and in connection with the issuance of this Note have been done, the aggregate indebtedness of the City, including this Note and others authorized simultaneously herewith, does not exceed any limitation imposed by law or the Constitution of the State of Wisconsin; and that the City has levied a direct, annual irrepealable tax sufficient to pay this Note, together with interest thereon when and as payable. No delay or omission on the part of the owner hereof to exercise any right hereunder shall impair such right or be considered as a waiver thereof or as a waiver of or acquiescence in any default hereunder. 0 -2- 52618 IN WITNESS WHEREOF, the Common Council of the City of Muskego, Waukesha County, Wisconsin, has caused this Note to be Mayor and City Clerk, and its corporate seal to be impressed hereon, all as of the date of original issue specified above. signed on behalf of said City by its duly qualified and acting CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN BY BY City Clerk Mayor -3- 52618 (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: 52618 -4- EXHIBIT B Letter of Representations City of Muskego, Wisconsin .\nw ui lrswri .ittention: Cenerd Comsel's Oifice The Depositow Trust Company 3.5 \!"drr Street:.49th Floor Sew Ynrk. SY lW)~l-o009 R~: $3,140,000 General Obliqation Refundinq prcmissory Notes, Series 1993B Tllis letter sets forth our understanding with respect to certain mtters relating to the .he-r&rrwed issue (the "Bonds7 3 .. 'I' 4k mv The Bonds \dl be isstled pursuant to i~- Iltrnd resolution. or other such document authorizing the issuance of the Bonds d.htrd a m ‘.tafwb, Gate 06/01/95 06/01/96 06/01/97 06/01/98 06/01/99 SCHEDULE A 2.95% 3.30 3.50 3.70 3.70 SCHEDULE B SAMPLE OFFICIAL STATEMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE (Prepared by DTC--brackerea matertal may Be applicable only to certam Issues) 7 Nellher DTC nor Cede 8 Co. '~111 consent or vote ,wth respect to Secuntles. Under its usud :rOc2SLrOS. - - malls an Ornnlbus Proxy to the issuer as scan as posst1e aner the record date. The Omnlbus Proxy ass~rs :. Co 's consentlng or votlng nghts to tho= Dlrect Panlclcants IO who= accounts the Secunties are c:ec::?o :- "5 record dare (identified In a listlng anached to the Omnlbus ?'oxy). "_ - I1 - EXHIBIT C ESCROW AGREEMENT of April, 1993, by and between First Bank (N.A.), Milwaukee, This Escrow Agreement is made and entered into this - day Wisconsin ("Escrow Agent") and the City of Muskego, Waukesha County, Wisconsin ( "Issuer" ) . Recitals The Issuer has outstanding its General Obligation Corporate General Obligation Promissory Notes, dated June 1, 1986 (the Purpose Bonds, dated December 1, 1985 (the "1985 Bonds") and its "1986 Notes"). Issuer has authorized and sold and is deliverinq this day its $3,140,000 General Obligation Refunding PromissoFy Notes,- Series 1993B, dated April 1, 1993 (the "Refunding Obligations" which are being issued for the purpose of providing funds sufficient to refund the 1985 Bonds maturing in the years 1996 through 1999 (the "Refunded 1985 Bonds") and the 1986 Notes maturing in the years 1995 and 1996 (the "Refunded 1986 Notes" Collectively, the Refunded 1985 Bonds and Refunded 1986 Notes shall be referred to as the Refunded Obligations. Escrow Account herein established with the proceeds of the Escrow Agent has been appointed to hold and administer the Refunding Obligations. In order to accomplish the refunding of the Refunded Obligations, funds sufficient to pay all of the interest on the Refunding Obligations from April 1, 1993 to June 1, 1994 and a portion of the interest on the Refunding Obligations to December 1, 1995 and to pay the principal of the Refunded Obligations will be deposited into escrow. In consideration of the mutual covenants and agreements herein set forth, the parties therefore agree: 1. Escrow Deposit. Concurrently with the execution of this Agreement, Issuer has irrevocably deposited $ of the proceeds of the Refunding Obligations and $ of funds of the Issuer, which sum is necessary to accomplish the purposes hereof, to be held and used by Escrow Agent, together with any investment income accruing thereto, in escrow only as herein set forth . 52629 when held, invested and paid in accordance herewith will be Issuer represents and warrants that this escrow deposit, sufficient to make all payments required hereby, and agrees that deposit will not be so sufficient, it will, upon notice by the if at any time it shall appear to Escrow Agent that such escrow Escrow Agent, forthwith deposit in the Escrow Account money on hand and legally available for that purpose to the extent required to meet fully the payments required hereby. of the escrow deoosit hereunder and accepts the responsibilities 2. Acceptance of Escrow. Escrow Agent acknowledges receipt " "~~ ~ ~ ~~ ~ -L imposed on it, as Escrow Agent, by this Agreement. deposit the escrow deposit hereunder into an Escrow Account to be 3. Application of Escrow Deposit. Escrow Agent shall used and invested as follows: (a) Use of Escrow Deposit. The Escrow Agent shall: and Local Government Series Book-Entry Securities described (i) on the date hereof, purchase the U.S. Treasury State on Schedule A hereto ("SLGS"), in the principal amount of and for the price of $ and pay for them from the monies in the Escrow Account, and hold the purchased SLGS in the Escrow Account; (ii) on the date hereof, purchase the U.S. government securities described on Schedule B hereto ("Securities") for the price of $ and pay for them from the monies in the Escrow Account, and hold the purchased Securities in the Escrow Account; (iii) apply $ to the payment of issuance expenses with respect to the Refunding Obligations, including the fee described in Section 8(a) hereof, in accordance with the directions of the Issuer; Debt Service Account for the Refunding Obligations, such (iv) return $ to the Issuer for deposit into the amount representing accrued interest paid with respect to the Refunding Obligations ($ ) and excess escrow account monies ($ ); and (v) hold the $ balance of the escrow deposit in cash in the Escrow Account until distributed as provided in subsection (b) hereof. (b) Distribution of Escrow Account. The Escrow Account (other than the cash held in the Escrow Account pursuant to subsection (a)(v) above) shall remain invested in the SLGS and 52629 -2- the Securities. Except as provided in Sections 4 and 5 below, the Escrow Agent shall not sell or otherwise dispose of the SLGS monies in the Escrow Account shall be permitted or made on behalf of the Issuer. Escrow Agent shall apply the monies in the Escrow Account to the timely payment of (i) the interest on the Refunding Obligations and (ii) the principal of the Refunded Obligations at the times and in the amounts set forth on attached Schedule C, by appropriate and timely transfers to the depository for the Refunding Obligations and the fiscal agent for the Refunded Obligations listed on Schedule C. and the Securities and no further investment or reinvestment of of the Escrow Account monies are to be reinvested by the Escrow Agent on behalf of the Issuer in U.S. Treasury Obligations - The investments to be made are described on Schedule D hereto. State and Local Government Series with an interest rate of 0.00%. Obligations shall be submitted by the Escrow Agent, on behalf of The subscriptions for these State and Local Government Series the Issuer, at least fifteen (15) days in advance of the date of reinvestment (or such other period of time in advance of the date of reinvestment as is then required by law or regulation) and shall be in accordance with then-applicable law and regulations. The Issuer will cooperate with the Escrow Agent as necessary to allow the subscriptions to be made as described herein. 4. Reinvestment. Certain amounts received from investment e required by Section 4 into account) is set forth on Schedule E. The Escrow Account cash flow (taking the reinvestments e Series with an interest rate of 0.00% are not available at the If U.S. Treasury Obligations - State and Local Government time such Escrow Account monies are to be reinvested, such Escrow Account monies shall be reinvested by the Escrow Agent on behalf of the Issuer in direct obligations of the United States of America, or held uninvested, as directed by the Issuer, upon the Escrow Agent's receipt, at the expense of the Issuer, of (i) an opinion of a nationally recognized firm of attorneys experienced in the area of municipal finance to the effect that such transaction would not cause any of the Refunded Obligations to be an "arbitrage bond" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or cause any of the Refunding Obligations to be an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder and (ii) a certification transaction, the principal of and interest on the U.S. government from an independent certified public accountant that, after such monies in the Escrow Account available for such purpose, be obligations in the Escrow Account will, together with other sufficient at all times to pay, when due, the interest on the 5 26 29 -3- a Refunding Obligations and the principal of the Refunded Obligations as provided on Schedule C. Issuer and upon compliance with the conditions hereinafter stated, the Escrow Agent shall have the power to request the redemption of the SLGS or sell, transfer, request the redemption or otherwise dispose of the Securities and to substitute direct obligations of, or obligations which are unconditionally guaranteed by, the United States of America, which are not subject to redemption prior to maturity and which are available for purchase with the proceeds derived from the disposition of the SLGS and Securities on the date of such transaction. The Escrow Agent shall purchase such substitute obligations with the proceeds derived from the sale, transfer, disposition or redemption of the SLGS and Securities. The transactions may be effected only by simultaneous sale and purchase transactions, and only if (i) the amounts and dates on which the anticipated transfers from the Escrow Account to the paying agent for the payment of interest on the Refunding Obligations and to the Obligations will not be diminished or postponed thereby, (ii) the fiscal agent for the payment of the principal of the Refunded opinion of a nationally recognized firm of attorneys experienced Escrow Agent shall receive, at the expense of the Issuer, an disposition and substitution would not cause any Refunded in the area of municipal finance to the effect that such Obligations to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or cause any Refunding Obligations to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as Agent shall receive, at the expense of the Issuer, a amended and the regulations thereunder; and (iii) the Escrow certification from an independent certified public accountant that, after such transaction, the principal of and interest on the U.S. government obligations in the Escrow Account will, together with other monies in the Escrow Account available for such purpose, be sufficient at all times to pay, when due, the Refunded Obligations as provided on Schedule C. interest on the Refunding Obligations and the principal of the 5. Substitute Investments. At the written request of the The Issuer hereby covenants that no part of the monies or funds at any time in the Escrow Account shall be used directly or acquisition of which would cause any Refunded Obligations to be indirectly to acquire any securities or obligations, the "arbitrage bonds" within the meaning of Section 103(c) of the Obligations to be "arbitrage bonds" within the meaning of Section Internal Revenue Code of 1954, as amended, or cause any Refunding 148 of the Internal Revenue Code of 1986, as amended. 'e 52629 -4- a 6. Notice of Redemption of the Refunded Obliqations. (a) Refunded 1985 Bonds. The Issuer has called the Refunded 1985 Bonds for prior payment on December 1, 1995. The Refunded 1985 Bonds, shall cause timely notice of the call of the Escrow Agent, as fiscal agent of the Issuer with respect to the Refunded 1985 Bonds to be given by mailing a notice thereof, in the form attached hereto as Schedule F-1, by registered or owner of each Refunded 1985 Bond to be redeemed at the address certified mail no later than October 31, 1995 to the registered shown on the registration books. Refunded 1986 Notes for prior payment on June 1, 1994. The (b) Refunded 1986 Notes. The Issuer has called the Escrow Agent, as fiscal agent of the Issuer with respect to the Refunded 1986 Notes, shall cause timely notice of the call of the Refunded 1986 Notes to be given by mailing a notice thereof, in the form attached hereto as Schedule F-2, by registered or certified mail no later than April 30, 1994 to the registered owner of each Refunded 1986 Note to be redeemed at the address shown on the registration books. In addition to the official notice of redemption provided for in the paragraph above, the Escrow Agent shall cause further notice of the redemption of the Refunded Obligations to be given by the fiscal agent on behalf of the Issuer to The Bond Buyer, to all registered securities depositories then in the business of Refunded Obligations (such depositories now being Depository Trust Company of New York, New York, Midwest Securities Trust Company of Chicago, Illinois, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of notice of redemption given hereunder shall be sent at least 35 redemption of obligations such as the Obligations. Each further days before the redemption date by registered or certified mail or overnight delivery service and shall contain the information set forth in the official notices of redemption provided on Schedules F-1 and F-2. holding substantial amounts of obligations of types such as the 7. Notice of Advance Refundinq of the Refunded Obliaations. agrees to cause to be provided to the owners of the Refunded 1985 Bonds a Notice of Partial Advance Refunding, in substantially the after the closing for the Refunding Obligations. The Notice of form attached hereto as Schedule G-1, as soon as practicable and national information services as described in Section 6. Partial Advance Refunding shall also be provided to depositories (a) Refunded 1985 Bonds. The Escrow Agent is directed and 52629 -5- (b) Refunded 1986 Notes. The Escrow Agent is directed and agrees to cause to be provided to the owners of the Refunded 1986 Notes a Notice of Partial Advance Refunding, in substantially the form attached hereto as Schedule G-2, as soon as practicable after the closing for the Refunding Obligations. The Notice of Partial Advance Refunding shall also be provided to depositories and national information services as described in Section 6. 8. The Escrow Aqent. (a) Escrow Aqent's Fee. The Escrow Agent shall be paid a fee of $ for the performance of its services hereunder. monies or securities now or hereafter held by it under this The Escrow Agent waives any lien upon or claim against any of the Agreement. (b) Annual Report. Escrow Agent shall, in the month of February of each year while this Agreement is in effect, and as soon as practicable after termination of this Agreement forward by first class registered mail to the Issuer a report of the receipts, income, investments, redemptions and payments of and from all of the Escrow Account during the preceding calendar year, including in such report a statement, as of the end of the preceding calendar year, regarding the manner in which it has have the right, at any time during business hours, to examine all carried out the requirements of this Agreement. Issuer shall of the Escrow Agent's records regarding the status and details of the Escrow Account. (c) Separate Funds: Accountability. Except as otherwise monies and securities deposited hereunder, all investments and permitted under Section 3(b) hereof, Escrow Agent shall keep all all interest thereon and profits therefrom, at all times in the special fund and separate trust account, wholly segregated from all other funds and securities on deposit with it; shall never commingle such deposits, investments and proceeds with other funds or securities of Escrow Agent; and shall never at any time use, loan or borrow the same in any way. The several funds established hereunder shall be held separately and distinctly and not commingled with any other such fund. Nothing herein contained shall be construed as requiring Escrow Agent to keep the identical monies, or any part thereof, received from or for always be maintained on hand as funds held by Escrow Agent as Issuer's account, on hand, but monies of an equal amount shall escrow agent belonging to Issuer and a special account thereof, evidencing such fact, shall at all times be maintained on the books of Escrow Agent. 52629 -6- any property held hereunder, such property shall be and remain cannot be identified, all other assets of Escrow Agent shall be impressed with a trust for the amount thereof and Issuer shall be entitled to the preferred claim upon such assets enjoyed by any trust beneficiary. Property held by Escrow Agent hereunder shall not be deemed to be a banking deposit of the Issuer, and Escrow Agent shall have no right or title with respect thereto (including any right of set-off) and the Issuer shall have no right of withdrawal thereof. In the event Escrow Agent is unable or fails to account for the property of Issuer and if, for any reason, such property (d) Liability. Escrow Agent shall be under no obligation to inquire into or be in any way responsible for the performance or nonperformance by Issuer or any paying agent of any of its obligations, or to protect any of Issuer's rights under any bond or privileges from any state, county, municipality or other proceeding or any of Issuer's other contracts with or franchises governmental agency or with any person. Escrow Agent shall not be liable for any act done or step taken or omitted by it, as Escrow Agent, or for any mistake of fact or law, or for anything which it may do or refrain from doing in good faith and in the exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, except obligation imposed upon it hereunder. Escrow Agent shall not be for its negligence or its default in the performance of any statements contained herein, including without limitation those responsible in any manner whatsoever for the recitals or as to the sufficiency of the trust deposit to accomplish the purposes hereof or in the Refunded Obligations or the Refunding Obligations or in any proceedings taken in connection therewith, but they are made solely by the Issuer. at any time resign by giving not less than 60 days written notice (e) Resisnations: Successor Escrow Aqent. Escrow Agent may to Issuer. Upon giving such notice of resignation, the resigning Escrow Agent may petition any court of competent jurisdiction for thereupon, after such notice, if any, as it may deem proper and the appointment of a successor escrow agent. Such court may prescribes, appoint a successor escrow agent of comparable qualifications to those of the resigning Escrow Agent. The resignation of the Escrow Agent shall take effect only upon the appointment of a successor escrow agent and such successor escrow agent's acceptance of such appointment. Any successor escrow agent shall be a state or national bank, have full banking and trust powers, and have a combined capital and surplus of at least $5,000,000. 52629 -7- Any successor escrow agent shall execute, acknowledge and deliver to Issuer and to its predecessor escrow agent an instrument accepting such appointment hereunder, and thereupon effective and such successor escrow agent, without any further the resignation of the predecessor escrow agent shall become act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with nevertheless, on written request of Issuer or on the request of like effect as if originally named as escrow agent herein; but the successor escrow agent, the escrow agent ceasing to act shall execute and deliver an instrument transferring to such successor power, and duties of the escrow agent so ceasing to act. Upon escrow agent, upon the terms herein expressed, all the rights, the request of any such successor escrow agent, Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor escrow agent all such rights, powers and duties. Any predecessor escrow part of the escrow agent's fee hereunder. , agent shall pay over to its successor escrow agent a proportional 1 9. Miscellaneous. (a) Third-party Beneficiary. This Agreement has been 1 entered into by Issuer and Escrow Agent for the benefit of the pledged to the payment of principal of and interest on the Issuer or Escrow Agent. The Escrow Account has been irrevocably * Notwithstanding the foregoing, this Agreement shall not be Refunded Obligations in accordance with this Agreement. construed as creating any rights in or obligations to any person I holders of the Refunded Obligations, and is not revocable by I other than the parties hereto. provision of this Agreement shall be invalid or ineffective for any reason, the remainder of this Agreement shall remain in full remainder of this Agreement would have been entered into by the force and effect, it being expressly hereby agreed that the parties hereto notwithstanding any such invalidity. (b) Severabilitv. If any section, paragraph, clause or (c) Termination. This Agreement shall terminate on December 3, 1995. Any funds hereunder as shall remain upon Agreement shall not, of itself, have any effect on Issuer's termination shall be returned to the Issuer. Termination of this obligation to pay the Refunded Obligations or the Refunding Obligations in full in accordance with the terms thereof. 52629 -8- I 1 I I I SCHEDULE A DESCRIPTION OF U.S. TREASURY GOVERNMENT SERIES ( "SLGS" ) OBLIGATIONS - STATE AND LOCAL XYJE Maturity Date Principal Amount Interest Rate First Interest Payment Date 52629 -10- 0 I SCHEDULE B DESCRIPTION OF SECURITIES -11- 52629 SCHEDULE C SCHEDULE OF DEBT SERVICE PAYMENTS TO BE MADE FROM ESCROW ACCOUNT Debt Service Payments on Refundinq Obliaations Debt Service Payments on Refunded Obliqations 52629 -12- SCHEDULE D SCHEDULE OF REINVESTMENT IN 0.00% SLGS 52629 -13- SCHEDULE E ESCROW ACCOUNT CASH FLOW 52629 -14- SCHEDULE F-1 (Name and Address of Registered Owner) Re: City of Muskego, Wisconsin General Obligation Corporate Purpose Bonds Date of Original Issue - December 1, 1985 issue which mature on December 1 of the Years and bear interest Notice is hereby given that the Bonds of the above-described at the rates set forth below, have been called for prior payment on December 1, 1995: ~~ Year Interest Rate CUSIP No. 1996 8.15% 1997 1998 8.30 8.45 1999 8.60 627636EZ2 627636FA6 627636FB4 627636FC2 The Bonds should be presented for payment at the Servicing Center of the Fiscal Agent as follows: Reqular Mail Overniqht Mail First Trust N.A. Corporate Trust Dept. First Trust N.A. Corporate Trust Dept. P.O. Box 64111 First Trust Center, 3rd Floor St. Paul, MN 55164-0111 180 East Fifth Street St. Paul, MN 55101 Bondholder Inquiries: (612) 223-7900 Upon presentation and surrender of said Bonds, you will be paid the principal amount of such Bonds and accrued interest to the date of redemption. Owners of called Bonds should also provide a fully-executed W-9 Taxpayer Identification Number Certificate. Such Bonds will cease to bear interest on December 1, 1995. Very truly yours, FIRST BANK (N.A.) Fiscal Agent 52629 -15- I SCHEDULE F-2 * (Name and Address of Registered Owner) Re: City of Muskego, Wisconsin General Obligation Promissory Notes Date of Original Issue - June 1, 1986 issue which mature on June 1 of the years and bear interest at the rates set forth below, have been called for prior payment on June 1, 1994: Notice is hereby given that the Notes of the above-described Year Interest Rate CUSIP No. 1995 7.00% 1996 7.10 627636FK4 627636FL2 The Notes should be presented for payment at the Servicing Center of the Fiscal Agent as follows: Reqular Mail Overniqht Mail First Trust N.A. Corporate Trust Dept. P.O. Box 64111 First Trust N.A. Corporate Trust Dept. First Trust Center, 3rd Floor 180 East Fifth Street St. Paul, MN 55101 St. Paul, MN 55164-0111 Bondholder Inquiries: (612) 223-7900 Upon presentation and surrender of said Notes, you will be paid the principal amount of such Notes and accrued interest to the date of redemption. Owners of called Notes should also provide a fully-executed W-9 Taxpayer Identification Number Certificate. Such Notes will cease to bear interest on June 1, 1994. Very truly yours, FIRST BANK (N.A.) Fiscal Agent 52629 -16- SCHEDULE G-1 Notice of the Partial Advance Refunding and Redemption of the General Obligation Corporate Purpose Bonds, of the City of Muskego, Wisconsin (the "Bonds") dated December 1, 1905 through 1999 (the "Refunded Bonds"), originally issued on December 10, 1985, of the City of Muskego, Wisconsin (the "City") Agreement dated April have been advance refunded by the City pursuant to an Escrow 1993 between the City and First Bank (N.A.), Milwaukee, Wisconsin (the "Escrow Agent"). The Escrow Agent has been instructed to call the Refunded Bonds for redemption on December 1, 1995. United States government Agent in an amount which, together with investment income on it, securities and cash have been placed in escrow with the Escrow is sufficient to to redeem on December 1, 1995 the Refunded Bonds at a price of par plus accrued interest to December 1, 1995. Interest on the Refunded Bonds will be paid by the City in accordance with the resolution authorizing the Bonds and will cease to accrue on December 1, 1995. Payment of the interest on the Refunded Bonds will not be provided for through the escrow. Payment of the redemption price will be made through the Servicing Center of First Bank (N.A.), Milwaukee, Wisconsin, the fiscal agent for the Bonds, upon the presentation and surrender Notice is given that the Bonds maturing in the years 1996 -1 of the Refunded Bonds. Dated: , 1993. FIRST BANK (N.A.) as Escrow Agent 52629 -17- r 9 SCHEDULE G-2 Notice of the Partial Advance Refunding and Redemption of the General Obligation Promissory Notes, dated June 1, 1986 of the City of Muskego, Wisconsin (the "Notes") 1996 (the "Refunded Notes"), originally issued on July 23, 1986, of the City of Muskego, Wisconsin (the "City") have been advance refunded by the City pursuant to an Escrow Agreement dated April , 1993 between the City and First Bank (N.A.), Milwaukee, Wisconsin (the "Escrow Agent"). The Escrow Agent has been instructed to call the Refunded Notes for redemption on June 1, placed in escrow with the Escrow Agent in an amount which, 1994. United States government securities and cash have been together with investment income on it, is sufficient to redeem on June 1, 1994 the Refunded Notes at a price of par plus accrued interest to June 1, 1994. Interest on the Refunded Notes will be paid by the City in accordance with the resolution authorizing the Notes and will cease to accrue on June 1, 1994. Payment of the interest on the Refunded Notes will not be provided for through the escrow. Payment of the redemption price will be made through the Servicing Center of First Bank (N.A.), Milwaukee, Wisconsin, the fiscal agent for the Notes, upon the presentation and surrender of the Refunded Notes. Notice is given that the Notes maturing in the year 1995 and I Dated : , 1993. FIRST BANK (N.A.) as Escrow Agent 52629 -18-