CCR1997256of the Common Council Held November 11, 1997
Excerpts of Minutes of the Meeting
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Muskego, Waukesha County, Wisconsin, was held in open session
upon due notice on November 11, 1997 at 8:45 P.M. in the City
Hall. The following Alderpersons were present:
A duly-convened meeting of the Common Council of the City of
D'Acquisto, Patterson, Salentine,
Sanders, Slocomb, and Woodard
The following Alderpersons were absent:
Pionek
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 prior to the meeting by
forwarding the complete agenda to the official City newspaper,
the Muskeso 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 of the escrow agreement.)
(Here occurred business not pertinent to the authorization
Alderperson
On motion made by Alderperson ~'~cquisto and seconded by
Sanders , the following resolution was adopted by a vote of 6 to ___ 0.
Resolution No. 2<6 - 97
A RESOLUTION AUTHORIZING THE ESTABLISHMENT OF
AN ESCROW ACCOUNT WITH RESPECT
TO THE GENERAL OBLIGATION REFUNDING BONDS,
DATED MAY 5, 1994
OF THE CITY OF MUSKEG0
(the "City") has outstanding its General Obligation Refunding WHEREAS, the City of Muskego, Waukesha County, Wisconsin
Bonds, dated May 5, 1994 (the "1994 Bonds"); and
WHEREAS, it is necessary and desirable to establish an
escrow account for the purpose of providing for the payment of
the 1994 Bonds which mature in the years 2002 through 2005 (the
"Def eased Bonds" 1 ;
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the
City of Muskego, Waukesha County, Wisconsin, that:
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City are authorized and directed to execute an Escrow Agreement
1. Establishment of Escrow Account. The officers of the
in substantially the form attached hereto as Exhibit A with
Firstar Trust Company, Milwaukee, Wisconsin, as Escrow Agent
the execution of such Agreement to constitute full approval of
(such form may be modified by said officers prior to execution,
Account to be established with the Escrow Agent of funds of the
the City of any such modifications). The deposit into the Escrow
City in an amount sufficient to provide for the payment of the
Defeased Bonds is authorized and directed to be accomplished
concurrently with the execution of the Escrow Agreement and the
Agent in the manner provided in the Escrow Agreement is
subsequent use, investment and disbursement thereof by the Escrow
authorized and approved.
2. Call of Defeased Bonds. The Defeased Bonds are called
accrued interest to the date of redemption. The Escrow Agent
for prior payment on December 1, 2000 at the price of par plus
of call of the Defeased Bonds.
I shall be directed pursuant to the Escrow Agreement to give notice
I
(Here occurred business not pertinent to the escrow account
authorization.)
0 Upon motion made and duly seconded, the meeting was
adjourned .
QBMKE\4078505 1
EXHIBIT A
z+ ESCROW AGREEMENT
of November, 1997, by and between Firstar Trust Company,
Milwaukee, Wisconsin ("Escrow Agent") and the City of Muskego,
Waukesha County, Wisconsin ("City") .
This Escrow Agreement is made and entered into this - day
Recitals
Bonds, dated May 5, 1994 (the "1994 Bonds").
The City has outstanding its General Obligation Refunding
The City desires to set aside funds sufficient to prov
for the payment of the debt service on the 1994 Bonds which
mature in the years 2002 through 2005 (the "Defeased Bonds"
.ide
).
' the Escrow Agent has been appointed to hold and administer
Escrow Account herein established.
herein set forth, the parties therefore agree:
In consideration of the mutual covenants and agreements
1. Escrow DeDosit. Concurrently with the execution of
which sum is necessary to accomplish the purposes hereof, to be
this Agreement, the City has irrevocably deposited $
held and used by Escrow Agent, together with any investment
income accruing thereto, in escrow only as herein set forth.
when held, invested and paid in accordance herewith will be
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.
The City represents and warrants that this escrow deposit,
receipt. of the escrow deposit hereunder and accepts the
responsibilities imposed on it, as Escrow Agent, by this
Agreement .
2. AcceDtance of Escrow. Escrow Agent acknowledges
deposit the escrow deposit hereunder into an Escrow Account to be
3. ADDliCatiOn of Escrow DeDOSit. Escrow Agent shall
used and invested as follows:
(a) Use of Escrow Deposit. The Escrow Agent shall:
(i-) on the date hereof, purchase the U.S. Treasury
State and Local Government Series Book-Entry Securities
described 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) apply $ to the payment of administrative
expenses including the fee described in Section 8(a);
and
(iii) 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
subsection (a) (iii) above) shall remain invested in the SLGS.
(other than the cash held in the Escrow Account pursuant to
Except as provided in Section 4 below, the Escrow Agent shall not
or reinvestment of monies in the Escrow Account shall be
sell or otherwise dispose of the SLGS and no further investment
permitted or made on behalf of the City. Escrow Agent shall
apply the monies in the Escrow Account to the timely payment of
the Defeased Bonds at the times and in the amounts set forth on
the attached Schedule B.
of the Escrow Account monies are to be reinvested by the Escrow
4. Reinvestment. Certain amounts received from investment
Agent on behalf of the City in U.S. Treasury Obligations - State
and Local Government Series with an interest rate of 0.00%. The
investments to be made are described on Schedule C hereto. The
subscriptions for these State and Local Government Series
Obligations shall be submitted by the Escrow Agent, on behalf of
the City, at least seven (7) days in advance of the date of
of reinvestment as is then required by law or regulation) and
reinvestment (or such other period of time in advance of the date
The City will cooperate with the Escrow Agent as necessary to
shall be in accordance with then-applicable law and regulations.
allow the subscriptions to be made as described herein.
required by Section 4 into account) is set forth on Schedule D
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 City in direct obligations of the United States of
America, or held uninvested, as directed by the City, upon the
Escrow Agent's receipt, at the expense of the City, of (i) an
opinion of a nationally recognized firm of attorneys experienced
The Escrow Account cash flow (taking the reinvestments
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transaction would not cause any of the 1994 Bonds to be an
in the area of municipal finance to the effect that such
Internal Revenue Code of 1986, as amended, and the regulations
“arbitrage bond” within the meaning of Section 148 of the
public accountant that, after such transaction, the principal of
thereunder and (ii) a certification from an independent certified
Account will, together with other monies in the Escrow Account
and interest on the U.S. government obligations in the Escrow
when due, the principal of and interest on the Defeased Bonds
available for such purpose, be sufficient at all times to pay,
5. Substitute Investments. At the written request of the
City and upon compliance with the conditions hereinafter stated,
of the SLGS and to substitute direct obligations of, or
the Escrow Agent shall have the power to request the redemption
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 on the date of such
obligations with the proceeds derived from the sale, transfer,
transaction. The Escrow Agent shall purchase such substitute
disposition or redemption of the SLGS. 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 for the payment of the Defeased
Bonds will not be diminished or postponed thereby, (ii) the
Escrow Agent shall receive, at the expense of the City, an 0 opinion of a nationally recognized firm of attorneys experienced
disposition and substitution would not cause any of the 1994
in the area of municipal finance to the effect that such
Bonds to be “arbitrage bonds“ within the meaning of Section 148
of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder; and (iii) the Escrow Agent shall receive,
at the expense of the City, a certification from an independent
principal of and interest on the U.S. government obligations in
certified public accountant that, after such transaction, the
Account available for such purpose, be sufficient at all times to
the Escrow Account will, together with other monies in the Escrow
make the payments set forth on Schedule B.
funds a’t any time in the Escrow Account shall be used directly or
The City hereby covenants that no part of the monies or
indirectly to acquire any securities or obligations, the
acquisition of which would cause any of the 1994 Bonds to be
“arbitrage bonds” within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended.
1
, has called the Defeased Bonds for prior payment on December 1, 6. Notice of RedemDtion of the Defeased Bonds, The City
2000. The Escrow Agent shall cause timely notice of the call of
the Defeased Bonds to be redeemed to be given by mailing a notice
thereof, in the form attached hereto as Schedule E, by registered
or certified mail no later than October 31, 2000 to the 0
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registered owner of each of the Defeased Bonds to be redeemed at
the address shown on the registration books.
In addition to the official notice of redemption provided
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for in the paragraph above, further notice of the redemption of
the Defeased Bonds shall be given by the Escrow Agent on behalf
of the City to all registered securities depositories then in the
business of holding substantial amounts of obligations of types
such as the 1994 Bonds (such depositories now being Depository
Trust Company of New York, New York, and Philadelphia Depository
Trust Company of Philadelphia, Pennsylvania), to The Bond Buver
notices of redemption of obligations such as the 1994 Bonds.
and to one or more national information services that disseminate
Each further notice of redemption given hereunder shall be sent
at least 35 days before the redemption date by registered or
certified mail or overnight delivery service and shall contain
the information set forth in the official notice of redemption
provided on Schedule E.
Agent is directed and agrees to provide to the owners of the
Defeased Bonds a Notice of Partial Defeasance, in substantially
after the date hereof. The Notice of Partial Defeasance shall
the form attached hereto as Schedule F, as soon as practicable
also be provided to depositories and national information
services as described in Section 6.
7. Notice of Defeasance of the Defeased Bonds. The Escrow
8. The Escrow Aqent.
fee of $775 for the performance of its services hereunder. The
(a) Escrow Asent's Fee. The Escrow Agent shall be paid a
Escrow Agent waives any lien upon or claim against any of the
monies or securities now or hereafter held by it under this
Agreement.
(b) Annual ReDOrt. Escrow Agent shall, in the month of
February of each year while this Agreement is in effect, and as
by first class registered mail to the City a report of the
soon as practicable after termination of this Agreement forward
receipts, income, investments, redemptions and payments of and
year, including in such report a statement, as of the end of the
from all of the Escrow Account during the preceding calendar
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. The City shall
of the Escrow Agent's records regarding the status and details of
the Escrow Account.
(c) SeDarate Funds; Accountabilitv. Except as otherwise
permitted under Section 3(b) hereof, Escrow Agent shall keep all
monies and securities deposited hereunder, all investments and
all interest thereon and profits therefrom, at all times in the
special fund and separate trust account, wholly segregated from
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all other funds and securities on deposit with it; shall never
commingle such deposits, investments and proceeds with other
funds or sermrities 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
the City's account, on hand, but monies of an equal amount shall
always be maintained on hand as funds held by Escrow Agent as
escrow agent belonging to the City and a special account thereof,
evidencing such fact, shall at all times be maintained on the
books of Escrow Agent.
In the event Escrow Agent is unable or fails to account for
any property held hereunder, such property shall be and remain
the property of the City and if, for any reason, such property
cannot be identified, all other assets of Escrow Agent shall be
be entitled to the preferred claim upon such assets enjoyed by
impressed with a trust for the amount thereof and the City shall
any trust beneficiary. Property held by Escrow Agent hereunder
shall not be deemed to be a banking deposit of the City, and
Escrow Agent shall have no right or title with respect thereto
of withdrawal thereof.
(including any right of set-off) and the City shall have no right
0 to inquire into or be in any way responsible for the performance
(d) Liability. Escrow Agent shall be under no obligation
or nonperformance by the City or any paying agent of any of its
obligations, or to protect any of the City's rights under any
bond proceeding or any of City's other contracts with or
other governmental agency or with any person Escrow Agent shall franchises or privileges from any state, county, municipality or
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
responsible in any manner whatsoever for the recitals or
statements contained herein, including without limitation those
purposes hereof, but they are made solely by the City.
as to the sufficiency of the trust deposit to accomplish the
I
I I at any time resign by giving not less than 60 days written notice (e) Resisnations: Successor Escrow Asent. Escrow Agent may
to City. Upon giving such notice of resignation, the Issuer
shall appoint a successor Escrow Agent and, if it does not, the
resigning Escrow Agent may petition any court of competent
jurisdiction for the appointment of a successor escrow agent.
Such court may thereupon, after such notice, if any, as it may
deem proper and prescribes, appoint a successor escrow agent of
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0
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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.
deliver to the City and to its predecessor escrow agent an
Any successor escrow agent shall execute, acknowledge and
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
powers, duties and obligations of its predecessor hereunder, with
act, deed or conveyance, shall become vested with all the rights,
nevertheless, on written request of the City 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,
execute any and all instruments in writing for more fully and
the request of any such successor escrow agent, the City shall
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
9. Miscellaneous.
entered into by the City and Escrow Agent for the benefit of the (a) Third-Partv Beneficiarv. This Agreement has been
holders of the Defeased Bonds, and is not revocable by the City
or Escrow Agent. The Escrow Account has been irrevocably pledged
to the payment of principal of and interest on the Defeased Bonds
in accordance with this Agreement. Notwithstanding the
rights in or obligations to any person other than the parties
foregoing, this Agreement shall not be construed as creating any
hereto.
(b) Severabilitv. If any section, paragraph, clause or
provision of this Agreement shall be invalid or ineffective for
any reason, the remainder of this Agreement shall remain in full
force and effect, it being expressly hereby agreed that the
parties hereto notwithstanding any such invalidity.
remainder of this Agreement would have been entered into by the
(c) Termination. This Agreement shall terminate on
December 3, 2000. Any funds hereunder as shall remain upon
termination shall be returned to the City. Termination of this
Agreement shall not, of itself, have any effect on City's
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obligation to pay the Defeased Bonds in full in accordance with
the terms thereof.
&- (d) Indemnification. The Escrow Agent undertakes to
perform only such duties as are specifically set forth.herein and
may conclusively rely and shall be protected in acting or
restraining from acting on any written notice, instrument or
been signed or presented by the proper party or parties duly
signature reasonably believed by it to be genuine and to have
authorized to do so. The Escrow Agent shall have no
responsibility for the contents of any writing contemplated
herein and may rely without any liability upon the contents
thereof. It is acknowledged by the City that the Escrow Agent is
Agent shall not be required to use its discretion with respect to
bound only by the terms of this Agreement and that the Escrow
any matter that arises under this Agreement.
omitted to be taken by it in good faith and believed by it to be
authorized hereby or within the rights and powers conferred upon
it hereunder, nor for action taken or omitted to be taken by it
in good faith and in accordance with advice of counsel (which
counsel may be of the Escrow Agent's own choosing but shall not
be counsel to the City), and shall not be liable for any mistakes
of fact or error of judgment or for any acts or omissions of any
kind unless caused by its own willful misconduct or negligence.
The Escrow Agent shall not be liable for any action taken or
The City agrees to indemnify the Escrow Agent and hold it
harmless against any and all liabilities incurred by it hereunder
except for liability incurred by the Escrow Agent resulting from
its own willful misconduct or negligence.
This Agreement shall be governed and construed in accordance
with the laws of the State of Wisconsin This Agreement may be
be binding upon and inure to the benefit of the parties, their
amended only by a writing signed by all parties hereto and shall
successors and assigns.
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0 IN WITNESS WHEREOF, the parties have executed this
Agreement, being duly authorized so to do, each in the manner
most appropsiate to it, on the date first above written.
CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
(SEAL)
(SEAL)
By :
Mayor
Attest:
City Clerk
FIRSTAR TRUST COMPANY
Escrow Agent
By :
Tit le
Attest:
Title
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SCHEDULE A
DESCRIPTION OF U.S. TREASURY
GOVERNMENT SERIES ("SLGS")
OBLIGATIONS - STATE AND LOCAL
SEE ATTACHED SUBSCRIPTION FORMS
OBMKE\4018508 1
a SCHEDULE B
b . * DEBT SERVICE PAYMENT SCHEDULE
Depository = The Depository Trust Company
New York, New York
OBMKE\4078500 1
SCHEDULE C
.%
SCHEDULE OF REINVESTMENTS
IN 0.00% SLGS
I
Date of Reinvestment Amount Maturity Date
SCHEDULE D
-c ~C ' ESCROW ACCOUNT CASH FLOW
QBMKE\aO7E5OE 1
SCHEDULE E
(Name and Acjdress
of Registered Owner)
Re: City of Muskego, Wisconsin
General Obligation Refunding Bonds
Date of Original Issue - May 5, 1994
Notice is hereby given that the Bonds of the above-described
issue which mature on December 1 of the years and bear interest
on December 1, 2000:
at the rates set forth below, have been called for prior payment
Year
2002
2003
2004
2005
Interest
Rat e
5.00%
5.15
5.05
5.25
CUSIP No.
627636KR3
627636KS1
627636KT9
627636KU6
Upon presentation and surrender of said Bonds at our offices
located at
Bonds and accrued interest to the date of redemution. Owners of
, you will be paid the principal amount of such
called Bonds should also provide a fully-executed W-9 Taxpayer
Identification Number Certificate.
Such Bonds will cease to bear interest on December 1, 2000.
Very truly yours,
FIRSTAR TRUST COMPANY
Fiscal Agent
SCHEDULE F
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Notice of the Partial Defeasance and Redemption
of the General Obligation Refunding Bonds, dated May's, 1994,
of the City of Muskego, Wisconsin (the "Bonds")
.- '
Notice is given that the Bonds which mature in the years
2002 through 2005 (the "Defeased Bonds"), originally issued on
May 5, 1994, of the City of Muskego, Wisconsin (the 'lCity'f) have
been defeased by the City pursuant to an Escrow Agreement dated
November 18, 1997 between the City and Firstar Trust Company,
Milwaukee, Wisconsin (the "Escrow Agent"). The Escrow Agent has
been instructed to call the Defeased Bonds for redemption on
December 1, 2000. United States government securities and cash
have been placed in escrow with the Escrow Agent in an amount
pay the principal of and interest on the Defeased Bonds up to and
which, together with investment income on it, is sufficient to
December 1, 2000. Interest on the Defeased Bonds will cease to
including December 1, 2000 and to redeem the Defeased Bonds on
be made at the principal office of the Escrow Agent upon the
accrue on December 1, 2000. Payment of the redemption price will
presentation and surrender of the Defeased Bonds.
Dated: , 1997
FIRSTAR TRUST COMPANY
as Escrow Agent