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CCR1997149The City Clerk read the following resolution Resolution No. /./Q - 97 A RESOLUTION AUTHORIZING THE CITY OF MUSKEGO TO BORROW THE SUM OF $1,650,000 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 (sometimes hereinafter called the "City") is presently in need of the sum of One Million Six Hundred Fifty Thousand Dollars costs of general fund projects included in the City's 1997 ($1,650,000) for public purposes, including paying part of the Capital Budget and refunding obligations of the City, including interest on them; and 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 bids for its proposed issue of $1,650,000 General Obligation Promissory Notes (the "Notes") ; and was that submitted by WHEREAS it has been determined that the best bid received 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 associates, for the purchase price of $ , 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 any good faith deposits submitted by unsuccessful bidders shall be promptly returned. , and 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 July 1, 1997. The Notes shall mature on February 1 of each of the years and shall bear interest at the rates per annum as follows: Section 2. The Notes. The Mayor and City Clerk shall make, -2- MKE\1012892.01 Year Amount 1998 $300,000 1999 500,000 2001 2002 125,000 125,000 2003 100,000 2000 500,000 Interest Rate 3 Said interest shall be payable on February 1 and August 1 of each year, commencing February 1, 1998 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 call and payment prior to maturity. Section 3. Form of Notes The Notes shall be in substantially the form set forth on Exhibit A Section 4. Tax Provisions. of paying the principal of and interest on each of said Notes as (A) Direct, Annual Irrepealable Tax. For the purpose the same respectively falls due, the full faith, credit and 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: For the year 1997 For the year 1998 For the year 1999 For the year 2000 For the year 2001 For the year 2002 s without power to repeal such levy or obstruct the collection of After the issuance of the Notes, said tax shall be, from year to said tax until all such payments have been made or provided for 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 (B) Tax Collection. The City shall be and continue (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 -3 - MKE\4012892.01 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. Section 5. Debt Service Fund and Account. (A) Creation and DeDOSitS 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. established a separate and distinct account designated as the "Debt Service Account for $1,650,000 'General Obligation Promissory Notes' dated July 1, 1097" (the "Debt Service 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 may be required by Sec. 67.11, Wis. Stats. specified in Section 6 hereof; and (vi) such further deposits as Within the debt service fund, there be and there hereby is from the Debt Service Account and appropriated for any purpose other than the payment of principal of and interest on the Notes until all such principal and interest has been paid in full and principal of and interest on the Notes prior to the scheduled canceled; provided (i) the funds to provide for each payment of 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 Notes may be used to reduce the next succeeding tax levy, or may, above the amount of such principal and interest payments on the permitted by and subject to Section 67.11(2) (a), Wis Stats., in at the option of the City, be invested by purchasing the Notes as 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. (B) Use and Investment. No money shall be withdrawn -4 - MKE\4012892.01 paid in full and canceled, and all permitted investments disposed (c) Remainins 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 Section 6. Proceeds of the Notes All monies received by except for accrued interest and premium, if any, shall be the City upon the delivery of the Notes to the purchaser thereof, 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. by monies, including any income from permitted investments, remaining in the Borrowed Money Fund after the purposes for which the Notes have been issued have been accomplished, and, at any 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 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 Internal Revenue Code of 1986, as amended (the "Code"), or the Regulations of the Commissioner of Internal Revenue thereunder (the "Regulations"); and an officer of the City, charged with the responsibility for issuing the Notes, shall certify as to facts, estimates, circumstances and reasonable expectations in existence Notes are not "arbitrage bonds," within the meaning of the Code on the date of closing which will permit the conclusion that the or Regulations. Section 7. No Arbitrase. All investments permitted by this 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 -5- MKE\4012892.01 0 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 business on the corresponding record date appear on the registration book of the City at the close of The fifteenth day of each calendar month next preceding each Section 9. ComDliance with Federal Tax Laws. (a) The City represents and covenants that the projects financed by the Notes and the Refunded Obligations defined in Section 12 and their ownership, management and use will not cause the Notes or the Refunded Obligations to be "private activity bonds" within the meaning of Section 141 of the Code, and that the City shall 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 charged with the responsibility of issuing the Notes shall provide an appropriate certificate of the City certifying that provisions of the Code and Regulations. the City can and covenanting that it will comply with the (b) 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 federal legislation which may be made applicable to the Notes 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 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-Entrv-Onlv Svstem. In order to make the Notes eligible for the services wrovided bv The Dewositorv Trust ComDanv. New York. Section 11. Utilization of The Depositorv Trust Company New York, the'city agrees to the applicable provisions set forth in the Blanket Issuer Letter of Representations previously - -. -6- MKE\4012892.01 executed on behalf of the City and on file in the City Clerk's off ice Section 12. Redemution of Refunded Obliqations The city dated March 1, 1992 (the "1992 Notes") The 1992 Notes maturing has outstanding an issue of General Obligation Promissory Notes in the years 1998 through 2000 (the "Refunded Obligations") are plus accrued interest to the date of redemption. called for prior payment on September 1, 1997 at the price of par The City Clerk shall cause timely notice of the call of the Refunded Obligations to be given by mailing a notice thereof, in substantially the form attached hereto as Exhibit B, by registered or certified mail, no later than July 31, 1997, to the registered owner of each Refunded Obligation to be redeemed at the address shown on the registration books In addition to the official notice of redemption provided notice of the redemption of the Refunded Obligations to be given for in the paragraph above, the City Clerk shall cause further on behalf of the City to The Bond Buyer, to all registered amounts of obligations of types such as the Refunded Obligations securities depositories in the business of holding substantial (such depositories being Depository Trust Company of New York, New York, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as the Refunded Obligations. Each further mail or overnight delivery service and shall contain the provided on Exhibit B. information set forth in the official notice of redemption notice of redemption shall be sent by registered or certified Section 13. Payment of Issuance Exuenses The City authorizes the purchaser to forward the amount of Note proceeds Trust Company, Minneapolis, Minnesota on the closing date for allocable to the payment of issuance expenses to Resource Bank & further distribution as directed by the City's financial advisor, Ehlers and Associates, Inc. Section 14. 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 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 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. -7- MKE\1012892.01 0 0 e The City covenants and agrees, for the benefit of the holders of Section 15. Undertakinq to Provide Continuinq Disclosure the Notes, to enter into a written undertaking (the "Under- taking") required by SEC Rule 15~2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities and disclosure of certain financial information and operating data Exchange Act of 1934 (the "Rule") to provide continuing and timely notices of the occurrence of certain events in accordance with the Rule. The Undertaking shall be enforceable by the holders of the Notes or by the original purchaser(s) of the Notes on behalf of such holders (provided that the rights of be limited to a right to obtain specific enforcement of the the holders and the purchaser(s) to enforce the Undertaking shall obligations thereunder and any failure by the City to comply with the provisions of the Undertaking shall not be an event of default with respect to the Notes) The City Clerk, or other officer of the City charged with Continuing Disclosure Certificate for inclusion in the transcript the responsibility for issuing the Notes, shall provide a Undertaking of proceedings, setting forth the details and terms of the City's determines to obtain municipal bond insurance with respect to the Notes, the officers of the City are authorized to take all actions necessary to obtain such municipal bond insurance The Mayor and City Clerk are authorized to agree to such additional provisions as the bond insurer may reasonably request and which are acceptable to the Mayor and City Clerk including provisions regarding restrictions on investment of Note proceeds, the payment procedure under the municipal bond insurance policy, the rights of the bond insurer in the event cf default and payment of the Notes by the bond insurer and notices to be given to the bond insurer. In addition, appropriate reference to the municipal bond insurance policy shall be made in the form of Note provided herein Section 16. Bond Insurance. If the purchaser of the Notes Section 17. Records. The City Clerk shall provide and keep a separate record book and shall record a full and correct of authorizing and issuing these Notes. statement of every step or proceeding had or taken in the course 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 facsimile signature, but at least one of said officers shall sign the Notes manually. Section 18. Closinq. The Mayor and City Clerk of the City -8- MKE\4012892.01 to take all steps necessary or convenient to close this issue as The officers of the City are hereby directed and authorized 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 June 24, 1997 Mayor ( SEAL ) Attest: City Clerk Alderperson moved that Resolution No. be adopted. Motion seconded by Alderperson and carried by the following vote: 0 Ayes : Nos : The Mayor declared the resolution adopted and approved and the Mayor and City Clerk signed same in the appropriate manner in open meeting (Here occurred business not pertinent to the note issue ) There being no further business to come before the meeting, the meeting adjourned. City Clerk -9- EXHIBIT A UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WAUKESHA CITY OF MUSKEG0 GENERAL OBLIGATION PROMISSORY NOTE Date of Number Rate Maturitv Date Oriqinal Issue Amount cus~p R- % July 1, 1997 $ Wisconsin, promises to pay to assigns, the principal amount of DOLLARS ($ together with interest thereon from July 1, 1997 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 which case interest will be paid from such interest payment date, calendar month immediately preceding an interest payment date, in at the rate per annum specified above, such interest being payable on February 1 and August 1 of each year, with the first interest on this issue being payable on February 1, 1998. FOR VALUE RECEIVED, the City of Muskego, Waukesha County, , or registered ) on the maturity date specified above, maturity The Notes shall not be subject to call and payment prior to 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 office of the City Treasurer. Interest hereon shall be payable by check 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 Note is registered at the close of business on the fifteenth day of the calendar month next preceding each interest payment date. Both principal hereof and interest hereon are hereby made 0 kept for that purpose at the office of the City Clerk, by the registered owner in person or his duly authorized attorney, upon transfer (which may be endorsed hereon) satisfactory to the City surrender of this Note together with a written instrument of Clerk duly executed by the registered owner or his duly This Note is transferable only upon the books of the City MKE\4012892.01 authorized attorney. Thereupon a new Note or Notes of the Same to the transferee in exchange therefor The City may deem and treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of or purposes. The Notes are issuable solely as negotiable, on account of the principal or interest hereof and for all other denominations of $5,000 or any whole multiple thereof fully-registered Notes without coupons in authorized aggregate principal amount, series and maturity shall be issued 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 general fund projects included in the City's 1997 Capital Budget and refunding obligations of the City, including interest on them, 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 June 24, 1997, which resolution is recorded in the official book of its minutes for said date. tax-exempt obligation" for purposes of Section 265 of the Internal Revenue Code of 1986, as amended. This Note has been designated by the City as a "qualified It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this Note have been done, have existed and have been performed in due form and time; that others authorized simultaneously herewith, does not exceed any the aggregate indebtedness of the City, including this Note and 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 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. -2- 0 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 signed on behalf of said City by its duly qualified and acting hereon, all as of the date of original issue specified above. CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN BY BY City Clerk Mayor -3 - MKE\4012892.01 (Form of Assiqnment) - 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 face of the within Note in every particular, without alteration whatever. or enlargement or any change Signature (s) guaranteed by -4 - MKE\4012892.01 EXHIBIT B , 1997 Call Notification Department The Depository Trust Company 711 Stewart Avenue Garden City, Nf 11530-4719 Re: City of Muskego, Wisconsin General Obligation Promissory Notes Date of Original Issue - March 1, 1992 Notice is hereby given that the Notes of the above-described issue which mature on the dates and bear interest at the rates set at the price of par plus accrued interest to the redemption date. forth below have been called for prior payment on September 1, 1997 Maturity Date September 1, 1998 September 1, 1999 September 1, 2000 Interest Rate CUSIP No. 5.30% 5.50 5.60 6276365E4 6276365F1 627636JG9 The City will deposit federal or other immediately available funds sufficient for such redemption at the office of The Depository Trust Company on or before September 1, 1997 Such Notes will cease to bear interest on September 1, 1997. BY ORDER OF THE COMMON COUNCIL CITY OF MUSKEG0 City Clerk cc: Philadelphia Depository Trust Company Moody's Municipal & Government Information Service Standard & Poor's Called Bond Record The Bond Buyer Kenny Information Service's Called Bond Service MKE\4012895.01