CCR1998015Alderperson
The following resolution was then introduced and moved by
and seconded by Alderperson
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
$1,100,000 SEWER SYSTEM REVENUE BONDS
OF THE CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN,
AND PROVIDING FOR THE PAYMENT OF THE BONDS
AND OTHER DETAILS WITH RESPECT TO THE BONDS
WHEREAS, the City of Muskego, Waukesha County, Wisconsin
("city") now owns and operates and has for many years owned and
operated its Sewer System, a public utility (the Sewer System and
all properties of every nature in connection with such System now
or hereafter owned by the City, including all improvements and
extensions thereto, all real and personal property of every
nature comprising part of and used or useful in connection
therewith, and all appurtenances, contracts, leases, franchises
and other intangibles, are hereinafter referred to as the
"System") ; and
WHEREAS, under the provisions of Chapter 66 of the Statutes
of Wisconsin any city in the State of Wisconsin may, by action of
its governing body, provide for extending and improving a public
utility from the proceeds of bonds, which bonds are to be payable
only from the net income and revenues derived from the operation
of such utility and are to be secured by a pledge of the revenues
of the utility; and
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adequately supply the needs of the City and the residents
WHEREAS, improvements to the System are necessary to
thereof; and
issue and sell revenue bonds payable solely from the revenues to
be derived from the operation of the System, for the purpose of
financing the cost of such improvements, which bonds are to be
authorized and issued pursuant to the provisions of Section
66.066, Wis. Stats.; and
WHEREAS, it is now necessary and desirable that the City
Bonds dated March 1, 1996 (the "1996 Bonds") which were
authorized by Resolution No. 58-96 adopted February 27, 1996 (the
"1996 Resolution") ; and
WHEREAS, the City has outstanding its Sewer System Revenue
additional bonds on a parity with the 1996 Bonds under certain
WHEREAS, the 1996 Resolution permits the issuance of
conditions, and those conditions have been met;
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Waukesha County, Wisconsin, do resolve that:
NOW, THEREFORE, the Common Council of the City of Muskego,
providing for the cost of improvements to the System, the City
shall borrow on the credit of the income and revenue of the
System the sum of $1,100,000. Negotiable, fully-registered bonds
of the City, in the denomination of $5,000, or any whole multiple
Bonds shall be designated "Sewer System Revenue Bonds", shall be
thereof, shall be issued in evidence thereof (the "Bonds") . The
numbered from R-1 upward and shall be dated February 1, 1998.
The Bonds shall mature on September 1 of each of the years and in
the amounts set forth below.
Section 1. Authorization of Bonds. For the purpose of
Maturity
Year of
1999
2000
2001
2002
2003
2005
2004
2006
2007
2008
2009
Principal
Amount
$100,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
100.000
subject to redemption prior to maturity at the option of the City
Bonds maturing in the years 2006 through 2009 shall be
in whole or from time to time in part on September 1, 2005 or on
any day thereafter at the price of par plus accrued interest to
the date of redemption The amounts and maturities of the Bonds
to be redeemed shall be selected by the City. If less than the
entire principal amount of any maturity is to be redeemed, the
Bonds of that maturity which are to be redeemed shall be selected
by lot.
The Bonds shall bear interest at the rates per annum set
forth below, payable on March 1 and September 1 of each year,
commencing September 1, 1998. Interest shall be computed upon
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the basis of a 360-day year of twelve 30-day months and will be
rounded pursuant to the rules of the Municipal Securities
Rulernaking Board.
Maturitv
Year of
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Interest
Rate
4.00%
4.15
4.05
4.25
4.30
4.40
4.35
4.40
4.40
4.45
4.55
The schedule of maturities is found to be such that the
amount of annual debt service payments is reasonable in
accordance with prudent municipal utility practices.
signatures of the Mayor and City Clerk of the City (provided
that, unless the City has contracted with a fiscal agent to
authenticate the Bonds, at least one of such signatures shall be
facsimile thereof.
The Bonds shall be signed by the manual or facsimile
a manual), and sealed with the corporate seal of the City, or a
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only out of the Special Redemption Fund hereinafter provided, and
shall be a valid claim of the owner thereof only against the
and sufficient revenues are pledged to the Special Redemption
Special Redemption Fund and the revenues pledged to such Fund,
principal and interest on the 1996 Bonds, the Bonds and Parity
Fund, and shall be used for no other purpose than to pay the
Bonds, as the same fall due.
The Bonds, together with interest thereon, shall be payable
substantially the form set forth on Exhibit A attached hereto.
Section 2. Form of Bonds. The Bonds shall be in
elsewhere in this Resolution, the following words shall have the
following meanings unless the context or use indicates another or
different meaning or intent:
-. In addition to the words defined
principal and interest due on the 1996 Bonds, the Bonds and
Parity Bonds in any Bond Year (whether the principal is due by
maturity or mandatory redemption).
"Annual Debt Service Requirement" means the total amount of
"Bond Year" means the one-year period ending on a principal
payment or mandatory redemption date for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended.
"Fiscal Year" means the fiscal year adopted by the City for
the System, which is currently the calendar year.
"Net Revenues" means the Revenues minus all Operation and
Maintenance Expenses of the System.
"Net Operating Revenues" means the Operating Revenues minus
all Operation and Maintenance Expenses.
"Operating Revenues" means all Revenues derived from
operation of the System, including the revenues received from the
City for services rendered to it. Operating Revenues do not
include proceeds of the collection of reserve capacity
assessments or other special assessments, tax increment revenues
or income derived from investments.
"Operation and Maintenance Expenses" means the reasonable
and necessary costs of operating, maintaining, administering and
materials and supplies, insurance and audits, but excluding
repairing the System, including salaries, wages, costs of
depreciation, debt service, tax equivalents and capital
expenditures. 0 "Parity Bonds" means additional bonds issued on a parity as
to pledge and lien with the 1996 Bonds and the Bonds in
accordance with the provisions of Section 9 of this Resolution.
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"Reserve Requirement" means the least of (a) the amount on
deposit in the Reserve Account prior to the issuance of the Bonds
plus 10% of the proceeds of the Bonds, (b) the highest Annual
Debt Service Requirement on the 1996 Bonds and the Bonds, or
Bonds If Parity Bonds are issued, the Reserve Requirement shall
(c) 125% of average annual debt service on the 1996 Bonds and the
be an amount equal to the amount permitted to be on deposit in
but shall not exceed the maximum amount of principal and interest
the Reserve Account pursuant to Section 148(d) (1) of the Code,
due on the 1996 Bonds, the Bonds and the Parity Bonds in any Bond
Year.
"Revenues" means all income and revenue of the System
derived from any source, including the revenues received from the
City for services rendered to it, and all monies received from
any other source, including proceeds of the collection of special
assessments and income derived from investments.
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0 the Bonds shall have been delivered in whole or in part, the
Revenues shall be set aside into the following separate and
special funds, which funds were created by the 1996 Resolution
and are hereby continued, and shall be used and applied as
described below:
Section 4. Income and Revenue Funds: Flow of Funds. When
- Revenues in amounts sufficient to provide for the
reasonable and proper operation and maintenance of the System
be set aside into the "Sewer System Operation and Maintenance
through the payment of Operation and Maintenance Expenses shall
Fund" (the "Operation and Maintenance Fund") .
the interest on the 1996 Bonds, the Bonds and Parity Bonds and to
- Revenues in amounts sufficient to pay the principal of and
meet the Reserve Requirement shall be set aside into the "Sewer
System Special Redemption Fund" (the "Special Redemption Fund"),
to be applied to the payment of the principal of and interest on
the 1996 Bonds, the Bonds and Parity Bonds and to meet reserve
requirements. The monies standing in the Special Redemption Fund
are hereby irrevocably pledged to the payment of principal of and
interest on the 1996 Bonds, the Bonds and Parity Bonds.
- Revenues in amounts sufficient to provide a proper and
adequate depreciation account for the System shall be set aside
into the "Sewer System Depreciation Fund" (the "Depreciation
0 Fund" )
The ODeration and Maintenance Fund and the DeDreciation Fund
shall be deposited as received in public depositor>es to be
selected by the Common Council in the manner required by Chapter
34 of the Wisconsin Statutes and may be invested in legal
investments subject to the provisions of Section 66.04(2), Wis
Stats.
Money in the Operation and Maintenance Fund shall be used to
pay Operation and Maintenance Expenses as the same come due;
money not required for Operation and Maintenance Expenses shall
be used first to remedy any deficiency in the Special Redemption
Fund and next to accumulate a reserve in the Operation and
Maintenance Fund equal to estimated Operation and Maintenance
Expenses for one month. Any money then available and remaining
Surplus Fund, which is hereby created.
in the Operation and Maintenance Fund may be transferred to the
Money in the Depreciation Fund shall be available and shall
be used, whenever necessary, to restore any deficiency in the
Special Redemption Fund and for the maintenance of the Reserve
Account therein. When the Special Redemption Fund is sufficient
for its purposes, funds in the Depreciation Fund may be expended
for repairs, replacements, new construction, extensions or
additions to the System. Any money on deDosit in the *
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Depreciation Fund in excess of $485,965 (or such higher amount as
the Common Council determines from time to time to constitute a
proper and adequate depreciation account) and not required during
Fund, may be transferred to the Surplus Fund.
the current Fiscal Year for the purposes of the Depreciation
Council that the amount of Revenues to be set aside and paid into
the Special Redemption Fund (including the Reserve Account) shall
in any event be sufficient to pay principal of and interest on
the 1996 Bonds, the Bonds and Parity Bonds and to meet the
Reserve Requirement, and the City Treasurer shall from year to
year deposit at least sufficient Revenues in the Special
Redemption Fund to pay promptly all principal and interest
falling due on the 1996 Bonds, the Bonds and Parity Bonds and to
meet the Reserve Requirement.
It is the express intent and determination of the Common
and interest on the 1996 Bonds and the Bonds and to meet the
Reserve Requirement shall be set apart and shall be paid into the
month. The amount deposited each month shall be not less than
Special Redemption Fund not later than the 10th day of each
one-sixth of the interest next coming due, plus one-twelfth of
the principal next maturing or subject to mandatory redemption on
the next redemption date.
The Revenues so set aside for payment of the principal of
The minimum amounts to be so deposited to meet the debt
service payments due on the Bonds, in addition to the amounts to
be deposited to meet debt service payments on the 1996 Bonds, are
set forth on Exhibit B hereto. e
other than the payment of interest upon and principal of the 1996
The Special Redemption Fund shall be used for no purpose
Bonds, the Bonds and Parity Bonds promptly as the same become due
and payable or to pay redemption premiums. All money in the
Special Redemption Fund shall be deposited in a special account
and invested in legal investments subject to Section 66.04(2),
Wis. Stats., and the monthly payments required to be made to the
Special Redemption Fund shall be made directly to such account.
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To additionally secure the payment of principal of and interest on the 1996 Bonds, the Bonds and Parity Bonds, the
separate account in the Special Redemption Fund known as the
shall be funded as provided below. The City covenants and agrees
"Reserve Account" (the "Reserve Account") is hereby continued and
that upon the issuance of the Bonds there will be paid into the
Reserve Account such amount as is necessary to make the amount on
deposit on the Reserve Account equal to the Reserve Requirement
The City covenants and agrees that at any time that the amount in
the Reserve Account shall be less than the Reserve Requirement,
those funds in the Special Redemption Fund, the Operation and
Maintenance Fund, the Depreciation Fund and the Surplus Fund
which are in excess of the minimum amounts required by the
preceding paragraphs to be paid therein will be paid into the
Reserve Account each month until the Reserve Requirement will
again have accumulated in the Reserve Account. If for any reason
there shall be insufficient funds on hand in the Special
Redemption Fund to meet principal or interest becoming due on the
the Reserve Account shall be used to pay the portion of interest
1996 Bonds, the Bonds or Parity Bonds, then all sums then held in
becoming due as to which there would otherwise be default, and
or principal on the 1996 Bonds, the Bonds or Parity Bonds
made into the Reserve Account until an amount equal to the
thereupon the payments required by this paragraph shall again be
Reserve Requirement is on deposit in the Reserve Account.
Funds in the Special Redemption Fund in excess of the
minimum amounts required to be paid therein plus reserve
requirements may be transferred to the Surplus Fund.
Money in the Surplus Fund shall first be used when necessary
to meet requirements of the Operation and Maintenance Fund
including the one month reserve, the Special Redemption Fund
money then remaining in the Surplus Fund at the end of any Fiscal
including the Reserve Account, and the Depreciation Fund. Any
Year may be used only as permitted and in the order specified in
Section 66.069(1) (c), Wis. Stats. Money thereafter remaining in
the Surplus Fund may be transferred to any of the funds or
accounts created by this section.
-. The reasonable cost and value 0 of any service rendered to the City by the System, including
the City and shall be paid by it in monthly installments as the
reasonable health protection charges, shall be charged against
service accrues, out of the current revenues of the City
collected or in the process of collection, exclusive of the
revenues derived from the System, to wit out of the tax levy of
the City made by it to raise money to meet its necessary current
expenses. The amount of such reasonable cost and value shall be
equal to the lesser of the maximum Annual Debt Service
Requirement or such part thereof as may be necessary from year to
year to pay the balance of an amount which, together with other
Revenues of the System, will produce in each Bond Year Net
Revenues equivalent to not less than 1.25 times the Annual Debt
Service Requirement. Such compensation for such service rendered
to the City shall, in the manner provided hereinabove, be paid
into the separate and special funds described in Section 4 of
this Resolution However, such payment out of the tax levy shall
be subject to: (a) approval of the Public Service Commission, or
successors to its functions, if necessary, (b) yearly
appropriations therefor and (c) applicable levy limitations, if
any; and neither this Resolution nor such payment shall be
construed as constituting an obligation of the City to make any
such appropriation over and above the reasonable cost and value
of services rendered to the City and its inhabitants or to make
value.
any subsequent payment over and-above such reasonable cost and
e Section 6. Oueration of System: City Covenants. It is
covenanted and agreed by the City with the owner or owners of the
Bonds, and each of them, that:
It will faithfully and punctually perform all duties with
of the State of Wisconsin, including the making and collecting of
reference to the System required by the Constitution and Statutes
reasonable and sufficient rates lawfully established for services
rendered by the System, and will segregate the Revenues of the
System and apply them to the respective funds described
hereinabove;
System, including any part thereof or any additions or extensions
It will not sell, lease, or in any manner dispose of the
that may be made part thereto, except that the City shall have
the right to sell, lease or otherwise dispose of any property of
the System found by the Common Council to be neither necessary
nor useful in the operation of the System, provided the proceeds
received from such sale, lease or disposal shall be paid into the
Special Redemption Fund or applied to the acquisition or
construction of capital facilities for use in the normal
operation of the System, and such payment shall not reduce the
amounts otherwise required to be paid into the Special Redemption
Fund ;
It will pay or cause to be paid all lawful taxes,
0 assessments, governmental charges, and claims for labor,
materials or supplies which if unpaid could become a lien upon
Bonds ;
the System or its Revenues or could impair the security of the
It will cause the improvements to the System to be made as
expeditiously as possible;
the System, and will establish, charge and collect such lawfully
established rates and charges for the service rendered by the
System, so that in each Bond Year (a) Net Operating Revenues
shall not be less than 115% of the Annual Debt Service
Requirement and (b) Net Revenues shall not be less than 125% of
the Annual Debt Service Requirement and so that the Revenues of
the System herein agreed to be set aside to provide for the
payment of the Bonds and the interest thereon as the same becomes
due and payable, and to meet the Reserve Requirement as provided
purposes; and
in Section 4 of this Resolution, will be sufficient for those
It will maintain in reasonably good condition and operate
It will prepare a budget not less than sixty days prior to
the end of each Fiscal Year and, in the event such budget
each Bond Year will not exceed the Annual Debt Service
indicates that the Net Operating Revenues or Net Revenues for
Requirement for each corresponding Bond Year by the applicable 0 -9- QBMKE\4118234.1
proportions stated hereunder, will take any and all steps
permitted by law to increase rates so that the aforementioned
proportions of Net Operating Revenues and Net Revenues to the
Annual Debt Service Requirement shall be accomplished as promptly
as possible.
m. The City will
keep proper books and accounts relative to the System separate
from all other records of the City and will cause such books and
accounts to be audited annually by a recognized independent firm
of certified public accountants including a balance sheet and a
profit and loss statement of the System as certified by such
may be thought proper by the accountants to be included therein
accountants. Each such audit, in addition to whatever matters
shall include the following: (1) a statement in detail of the
balance sheet as of the end of such Fiscal Year; (3) the
income and expenditures of the System for the Fiscal Year; (2) a
accountants' comment regarding the manner in which the City has
carried out the requirements of this Resolution and the
accountants' recommendations for any changes or improvements in
the operation of the System; (4) the number of connections to the
System at the end of the Fiscal Year, for each user
classification (i.e., residential, commercial, public and
end of the Fiscal Year setting out as to each policy the amount
industrial); (5) a list of the insurance policies in force at the
of the policy, the risks covered, the name of the insurer, and
the expiration date of the policy; and (6) the volume of water
used in computing the sewer service charge. 0
The owners of any of the Bonds shall have at all reasonable
and data of the City relating thereto.
times the right to inspect the System and the records, accounts
the Bonds are outstanding the City will carry for the benefit of
Section 8. Insurance. So long as any of the 1996 Bonds or
the owners of the 1996 Bonds and the Bonds: (a) adequate fire,
malicious damage, tornado and windstorm insurances on all
lightning, vandalism, riot, strike, explosion, civil commotion,
portions of the System which are subject to loss through such
casualties; (b) adequate insurance against loss of use and
occupancy resulting from such casualties; (c) adequate public
liability insurance and (d) insurance of the kinds and in the
operation of similar systems. All money received for loss of use
amounts normally carried by private companies engaged in the
and occupancy shall be considered Revenue of the System payable
All money received for losses under any of such casualty
into the separate funds named in Section 4 of this Resolution.
policies, except those specified in (b) above, shall be used in
provided that if the Common Council shall find it is inadvisable
repairing the damage or in replacing the property destroyed
to repair such damage or replace such property and that the
operation of the System has not been impaired thereby, such
- 10 - QBMKE\I110234 1
money, including proceeds from insurance under (b) above, shall
be deposited in the Special Redemption Fund, but in that event
be paid into the Special Redemption Fund.
such payments shall not reduce the amounts otherwise required to
payable out of the Revenues of the System may be issued in such -. No bonds or obligations
manner as to enjoy priority over the Bonds. Additional
obligations may be issued if their lien and pledge is junior and
subordinate to that of the 1996 Bonds and the Bonds. Additional
obligations may be issued on a parity with the 1996 Bonds and the
Bonds as to the pledge of revenues of and the lien on the System
("Parity Bonds") only if all of the following conditions are met:
(1) The Net Operating Revenues of the System for the Fiscal
Year immediately preceding the issuance of such additional bonds
must have been equal to at least 1.15 times the highest annual
interest and principal requirements on all bonds outstanding
payable from the Revenues of the System and on the bonds then to
be issued and Net Revenues of the System for the Fiscal Year
immediately preceding the issuance of such additional bonds must
have been equal to at least 1.25 times the highest annual
payable from the Revenues of the System and on the bonds then to
interest and principal requirements on all bonds outstanding
be issued. Should an increase in permanent rates and charges,
including those made to the City, be properly ordered and made
effective during the Fiscal Year immediately prior to the
Fiscal Year of issuance prior to such issuance, then Revenues for
issuance of such additional bonds or during that part of the
Revenues as an independent certified public accountant,
purposes of such computation shall include such additional
consulting professional engineer or the Wisconsin Public Service
Commission may certify would have accrued during the prior Fiscal
Year had the new rates been in effect during that entire
immediately prior Fiscal Year.
(2) The payments required to be made into the funds
Account, but not the Surplus Fund) must have been made in full.
enumerated in Section 4 of this Resolution (including the Reserve
September 1 of each year and interest falling due on March 1 and
September 1 of each year.
(3) The additional bonds must have principal maturing on
(4) The amount on deposit in the Reserve Account must be
applicable upon the issuance of Parity Bonds as defined in
increased to an amount equal to the Reserve Requirement
Section 3 hereof.
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0 (5) The proceeds of the additional bonds must be used only
for the purpose of providing additions, extensions or
improvements to the System, or to refund obligations issued for
such purpose.
One Capital Corporation, for the purchase price of $1,087,239.00
is ratified and confirmed; and the officers of the City are
authorized and directed to do any and all acts necessary to
conclude delivery of the Bonds to said purchaser, upon receipt of
the purchase price, as soon after adoption of this Resolution as
is convenient.
Section 10. Sale of Bonds. The sale of the Bonds to Banc
Section 11. ADDlication of Bond Proceeds. All accrued
interest received from the sale of the Bonds shall be deposited
amount necessary to make the amount on deposit in the Reserve
into the Special Redemption Fund. Proceeds of the Bonds in an
Account equal to the Reserve Requirement shall be deposited in
the Reserve Account. The balance of the proceeds, less the
expenses incurred in authorizing, issuing and delivering the
Bonds, shall be deposited into a special fund designated as the
special fund shall be adequately secured and shall be used solely
"Sewer System Improvement Fund" (the "Improvement Fund") . Said
System, as more fully described in the preamble hereof. Any
for the purpose of meeting costs of adding to and improving the
b'alance remaining in said Improvement Fund after paying said
costs shall be transferred by the City Treasurer into the Special
Redemption Fund for use in payment of principal of and interest
on the Bonds.
Section 12. Amendment to Resolution. After the issuance of
provisions of this Resolution may be made until all of the Bonds
any of the Bonds, no change or alteration of any kind in the
have been paid in full as to both principal and interest, or
discharged as herein provided, except:
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without the consent of any of the owners of the Bonds, but only
to cure any ambiguity, administrative conflict, formal defect, or
omission or procedural inconsistency of this Resolution; and
a. The City may, from time to time, amend this Resolution
the written consent of the owners of not less than two-thirds of
the principal amount of the Bonds then outstanding, exclusive of
Bonds held by the City; provided, however, that no amendment
shall permit any change in the pledge of Revenues derived from
the System, or in the maturity of any Bond issued hereunder, or a
reduction in the rate of interest on any Bond, or in the amount
of the principal obligation thereof, or in the amount of the
redemption premium payable in the case of redemption thereof, or
change the terms upon which the Bonds may be redeemed or make any
b. This Resolution may be amended, in any respect, with
- 12 - OBMKE\4118234~1
0
0
other modification in the terms of the payment of such principal
or interest without the written consent of the owner of each such
Bond to which the change is applicable.
Section 13. Defeasance. When all Bonds have been
discharged, all pledges, covenants and other rights granted to
discharge all Bonds due on any date by depositing into a special
the owners thereof by this Resolution shall cease. The City may
account on or before that date a sum sufficient to pay the same
in full; or if any Bonds should not be paid when due, it may
nevertheless be discharged by depositing into a special account a
sum sufficient to pay it in full with interest accrued from the
may also discharge all Bonds called for redemption on any date
due date to the date of such deposit. The City, at its option,
when they are prepayable according to their terms, by depositing
into a special account on or before that date a sum sufficient to
pay them in full, with the required redemption premium, if any,
provided that notice of redemption has been duly given as
discharge all Bonds of said issue at any time by irrevocably required by this Resolution. The City, at its option, may also
depositing in escrow with a suitable bank or trust company a sum
of cash and/or bonds or securities issued or guaranteed as to
principal and interest of the U.S. Government, or of a
commission, board or other instrumentality of the U.S.
Government, maturing on the dates and bearing interest at the
rates required to provide funds sufficient to pay when due the
interest to accrue on each of said Bonds to its maturity or, at
upon which it may be called for redemption, and to pay and redeem
the City's option, if said Bond is prepayable to any prior date
the principal amount of each such Bond at maturity, or at the
redemption date, with the premium required for such redemption,
City's option, if said Bond is prepayable, at its earliest
Bonds on such date has been duly given or provided for.
if any, provided that notice of the redemption of all prepayable
Section 14. Investments and Arbitrase Monies accumulated
in any of the funds and accounts referred to in Sections 4 and 11
hereof which are not immediately needed for the respective
purposes thereof, may be invested in legal investments subject to
the provisions of Sec. 66.04(2), Wis. Stats., until needed. All
income derived from such investments shall be regarded as
Revenues of the System and shall be credited to the fund or
account from which the investment was made; provided, however,
that at any time that the Reserve Requirement is on deposit in
the Reserve Account, any income derived from investment of the
Reserve Account shall be deposited into the Special Redemption
Fund and used to pay principal and interest on the Bonds. A
and accounts established under this Resolution; however, the
separate banking account is not required for each of the funds
monies in each fund or account shall be accounted for separately
by the City and used only for the respective purposes thereof
The proceeds of the Bonds shall be used solely for the purposes
- 13 - QBMKE\4118234,1
needed in legal investments. No such investment shall be made in
for which they are issued but may be temporarily invested until
within the meaning of Section 148 of the Code or the Regulations
of the Commissioner of Internal Revenue thereunder.
such a manner as would cause the Bonds to be "arbitrage bonds"
~n officer of the City, charged with the responsibility for
issuing the Bonds, shall, on the basis of the facts, estimates
and circumstances in existence on the date of closing, make such
Bonds are not "arbitrage bonds" under Section 148 of the Code or
certifications as are necessary to permit the conclusion that the
the Regulations of the Commissioner of Internal Revenue
thereunder
Section 15. Resolution a Contract. The provisions of this
Resolution shall constitute a contract between the City and the
owner or owners of the Bonds, and after issuance of any of the
Bonds no change or alteration of any kind in the provisions of
until all of the Bonds have been paid in full as to both
this Resolution may be made, except as provided in Section 12,
principal and interest. The owner or owners of any of the Bonds
shall have the right in addition to all other rights, by mandamus
or other suit or action in any court of competent jurisdiction,
to enforce such owner's or owners' rights against the City, the
governing body thereof, and any and all officers and agents
thereof including, but without limitation, the right to require
the City, its governing body and any other authorized body, to
fix and collect rates and charges fully adequate to carry out all
of the provisions and agreements contained in this Resolution.
Book-Entrv-Onlv Svstem. In order to make the Bonds eligible for
New York ("DTC"), the City agrees to the applicable provisions
the services provided by The Depository Trust Company, New York,
set forth in the Blanket Issuer Letter of Representations
previously executed on behalf of the City and on file in the City
Clerk's office.
Section 16. Utilization of The Deuositorv Trust Comuany
0
The City Clerk shall keep books for the registration and for the
transfer of the Bonds The person in whose name any Bond shall
be registered shall be deemed and regarded as the absolute owner
thereof for all purposes and payment of either principal or
interest on any Bond shall be made only to the registered owner
thereof.
c
All such payments shall be valid and effectual to satisfy
and discharge the liability upon such Bond to the extent of the
sum or sums so paid.
- 14 -
0 by surrender of the Bond at the office of the City Clerk, duly
endorsed for the transfer or accompanied by an assignment duly
executed by the registered owner or such owner's attorney duly
authorized in writing. Upon such transfer, the Mayor and City
Clerk shall execute and deliver in the name of the transferee or
transferees a new Bond or Bonds of a like aggregate principal
amount, series and maturity and shall record the name of each
transferee in the registration book. No registration may be made
to bearer, The City Clerk shall cancel any Bond surrendered for
transfer.
Any Bond may be transferred by the registered owner thereof
and City Clerk are authorized to execute any new Bond or Bonds
necessary to effectuate any such transfer.
The City shall cooperate in any such transfer, and the Mayor
interest payment date shall be the record dates for the Bonds.
Payment of interest on the Bonds on any interest payment date
shall be made to the registered owners of the Bonds as they
appear on the registration book of the City at the close of
business on the corresponding record date.
The fifteenth day of each calendar month next preceding each
represents and covenants that the projects financed by the Bonds
and their ownership, management and use will not cause the Bonds
of the Code, and that the City shall comply with the provisions
to be "private activity bonds" within the meaning of Section 141
of the Code to the extent necessary to maintain the tax-exempt
status of the interest on the Bonds including, if applicable, the
Clerk or other officer of the City charged with the
rebate requirements of Section 148(f) of the Code. The City
responsibility of issuing the Bonds shall provide an appropriate
certificate of the City certifying that the City can and
covenanting that it will comply with the provisions of the Code
and Regulations.
Section 18. Comvliance with Federal Tax Laws. The City
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 Bonds,
only to the extent consistent with the proceedings authorizing
the Bonds and the laws of Wisconsin, and to the extent that there
is a reasonable period of time in which to comply.
0
Oblisations. The Bonds are hereby designated as "qualified
tax-exempt obligations" pursuant to Section 265 of the Code
relating to the ability of financial institutions to deduct from
income for federal income tax purposes, interest expense that is
allocable to carrying and acquiring tax-exempt obligations.
- 15 - OBMKE\4118234.1
Section 20. Official Statement. The Common Council hereby
including addenda submitted at this meeting and deems the
approves the Official Statement with respect to the Bonds
Official Statement and addenda as "final" for purposes of SEC
Rule 15~2-12. All actions taken by officers of the City in
connection with the preparation of such Official Statement and
addenda are hereby ratified and approved. In connection with the
closing for the Bonds, the appropriate City official shall
certify the Official Statement and addenda. The City Clerk shall
cause copies of the Official Statement and addenda to be
distributed to the purchaser of the Bonds.
The City hereby covenants and agrees, for the benefit of the
holders of the Bonds, to enter into a written undertaking (the
Securities and Exchange Commission pursuant to the Securities and
"Undertaking") required by SEC Rule 15~2-12 promulgated by the
Exchange Act of 1934 (the "Rule") to provide continuing
disclosure of certain financial information and operating data
and timely notices of the occurrence of certain events in
accordance with the Rule. This Undertaking shall be enforceable
by the holders of the Bonds or by the original purchaser of the
Bonds on behalf of such holders (provided that the holders' and
purchaser's right to enforce the provisions of this Undertaking
obligations hereunder and any failure by the City to comply with
shall be limited to a right to obtain specific enforcement of the
the provision of this Undertaking shall not be an event of
default with respect to the Bonds)
Section 21. Undertakins to Provide Continuins Disclosure.
the responsibility for issuing the Bonds, shall provide a
Continuing Disclosure Certificate for inclusion in the transcript
of proceedings, setting forth the details and terms of the City's
Undertaking.
The City Clerk, or other officer of the City charged with
Section 22. Pavment of Issuance EXDenSes. The City
authorizes the purchaser to forward the amount of Bond proceeds
Trust Company, Minneapolis, Minnesota on the closing date for
allocable to the payment of issuance expenses to Resource Bank &
Ehlers and Associates, Inc.
further distribution as directed by the City's financial advisor,
Section 23. Records. The City Clerk shall provide and keep
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 the Bonds.
- 16 - QBMKS\4118214 1
ordinances, resolutions (other than the 1996 Resolution), or
orders, or parts thereof heretofore enacted, adopted or entered,
repealed and this Resolution shall be in effect from and after
in conflict with the provisions of this Resolution, are hereby
its passage.
Section 24. Conflictinq Ordinances or Resolutions. All
Adopted, approved and recorded January 27, 1998.
Mayor
Attest :
City Clerk
Upon roll call vote, the following voted Aye:
and the following voted No:
The Mayor thereupon declared the Resolution adopted and
approved.
(Here occurred business not pertinent to the revenue bond
issue. )
Upon motion made and seconded, the meeting was adjourned.
City Clerk
- 17 -
EXHIBIT A
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WAUKESHA
CITY OF MUSKEGO
SEWER SYSTEM REVENUE BOND
Date of
Number ate Maturitv Date Orisinal Issue Amount CUS I P
R- February 1, 1998 $
KNOW ALL MEN BY THESE PRESENTS that the City of Muskego,
Waukesha County, Wisconsin, hereby acknowledges itself to owe and
registered assigns, solely from the fund hereinafter specified,
for value received promises to pay to or
the principal sum of
DOLLARS
interest thereon from February 1, 1998 or the most recent payment
date to which interest has been paid, unless the date of
registration of this Bond is after the 15th day of the calendar
month immediately preceding an interest payment date, in which
case interest will be paid from such interest payment date, at
the rate per annum specified above, such interest being payable
on the 1st days of March and September of each year, with the
first interest on this issue being payable on September 1, 1998.
($ ) on the maturity date specified above together with
0
redemption prior to maturity at the option of the City in whole
or from time to time in part on September 1, 2005 or on any day
thereafter at the price of par plus accrued interest to the date
of redemption. The amounts and maturities of the Bonds to be
redeemed shall be selected by the City. If less than the entire
principal amount of any maturity is to be redeemed, the Bonds of
Notice of such call shall be given by the mailing of a notice
that maturity which are to be redeemed shall be selected by lot.
prior to the date fixed for redemption to the registered owner of
thereof by registered or certified mail at least thirty (30) days
books.
each Bond to be redeemed at the address shown on the registration
Bonds maturing in the years 2006 through 2009 are subject to
Both principal hereof and interest hereon are hereby made
payable to the registered owner in lawful money of the United
States of America. The DrinciDal of this Bond shall be payable
only upon presentation and surkender of this Bond at the- office
of the City Treasurer Interest hereon shall be payable by check
~~~ ~ ~
A- 1 QBMKE\4110234 1
0 or draft dated as of the applicable interest payment date and
mailed from the office of the City Treasurer to the person in
whose name this Bond is registered at the close of business on
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 by such registered owner's duly
written instrument of transfer (which may be endorsed hereon)
authorized attorney, upon surrender of this Bond together with a
satisfactory to the City Clerk duly executed by the registered
owner or such registered owner's duly authorized attorney.
Thereupon a new Bond or Bonds of the same aggregate principal
amount, series and maturity shall be issued to the transferee in
exchange therefor. The City may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof
principal or interest hereof and for all other purposes. The
for the purpose of receiving payment of or on account of the
without coupons in authorized denominations of $5,000 or any
Bonds are issuable solely as negotiable, fully-registered Bonds
whole multiple thereof.
This Bond is transferable only upon the books of the City
tax-exempt obligation" for purposes of Section 265 of the
Internal Revenue Code of 1986, as amended.
This Bond has been designated by the City as a "qualified
0
0 for the purpose of paying the costs of improvements to the
municipal sewer system, a public utility, pursuant to Article XI,
Section 3, of the Wisconsin Constitution, Section 66.066,
Wisconsin Statutes, acts supplementary thereto and a Resolution
adopted January 21, 1998, and entitled: "A Resolution
Authorizing the Issuance and Sale of $1,100,000 Sewer System
Revenue Bonds of the City of Muskego, Waukesha County, Wisconsin,
and Providing for the Payment of the Bonds and Other Details With
Respect to the Bonds," and is payable only from the income and
which revenues have been set aside and pledged as a special fund
revenues derived from the operation of the City's Sewer System,
Redemption Fund," created by the Resolution referred to above.
for that purpose and identified as "Sewer System Special
with the pledge granted to the owners of the City's Sewer System
The pledge of revenues with respect to this Bond is on a parity
Revenue Bonds dated March 1, 1996 This Bond does not constitute
an indebtedness of the City within the meaning of any
constitutional or statutory debt limitation or provision.
This Bond is one of an issue aggregating $1,100,000, issued
A- 2 QBMKE\4118234 1
It is hereby certified, recited and declared that all acts,
precedent to and in the issuance of this Bond have existed, have
conditions and things required to exist, happen, and be performed
happened and have been performed in due time, form and manner as
required by law; and that sufficient of the income and revenue to
be received by the City from the operation of its Sewer System
has been pledged to and will be set aside into a special fund for
the payment of the principal of and interest on this Bond.
IN WITNESS WHEREOF, the City of Muskego, Waukesha County,
Wisconsin, has caused this Bond to be signed by its Mayor and
City Clerk, and its corporate seal to be impressed hereon, all as
of the date of original issue specified above.
( SEAL )
WAUKESHA COUNTY, WISCONSIN
CITY OF MUSKEGO,
BY BY City Clerk Mayor
e A-3 QBMKE\4110234 1
r
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
a
of Assignee)
(Please print or typewrite name and address, including zip code,
Please insert Social Security or other
identifying number of Assignee
the within Bond, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to transfer said Bond on the books kept for the
registration thereof with full power of substitution in the
premises.
Dated:
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the face of
without alteration or enlargement or any
the within Bond in every particular,
change whatever
Signature(s) guaranteed by:
A-4 OBMKE\4118234 1
P. 9/9
r
EXHIBIT B
11.100.000 Sew Systen Revenue Bonds
Clty Of nuskego. ulsconsrn
hted February 1. 1998
DEET SERVICE SCHEDULE
Dare Principal Coupon Interest Total P*I FISCAL TOTAL
27.591.67 27.591.67 27.591.67
3/01/1999
9/01/1999 100.000.00 4.0001
23.650.00 23.650.00
23.650.00 123.650.00 147.300.00
310112000
9/01/2000 100.000.00 4.OSOf
21.650.00
21.650.00
7.1.650.00
121.650.00 143.300.00
3/01/2001 19.625.00 19.625.00
9/01/2001
3/01/2002
9/01/2002
3/01/2003
9/01/2003
3/01/2004
9/01/2004
9/01/2005
3/01/2005
9/01/2006
3/01/2006
3/01/2007
9/01/2007
3/01/2008
100.000.00
100.000. 00
100.000.00
100.000.00
100.000.00
100.000.00
100.000.00
4.m
4.250%
4.300%
4.3501
4.4008
4.400I
4.4oot
S.SrS.oo
17.550.00
17.550.00
15.425.00
15.426.00
13.275.00
13.275.00
11.100.00
11.100.00
8.9oo.oo
a.9oo.oo
6.700.00
6.700.00
4.500.00
119.6.3.00
117.550.00
17.550.00
115.d25.00
15.425.00
113.275.00
13.275.00
111.100.00
11.100.00
IOE ,900.00
B.900.00
106.700.00
6.700.00
4.500.00
~ ~~ ~
139.250.00
135.100.00
130.650.00
126.550.00
122.200.00
117.800.00
113.400.00
910112ooe IOO.OOO.OO 4.4501 4.S00.00
.~~.~..
104.500 00 3/01/2009 2.275.00 2.275.00 109.000.00
9/01/2009 IOO.OOO.OO 4ma 2.276.00 102.275.00 104,550.00
ma 1.100.000.00 . 316.891.67 1.416.891.67
YIELD STATISTICS
kcrued Interest fron 0210111998 to 02/19/1998. .
Bond Year Dollars. ...,
2.365.00
Average Llfe. . . .., ,
17.241.61 .. . . ..., 6.583 Years
Average Coupon. 4.37591?41
Net Interest Cost OrICl. .., . ... 4.55216593
True Interest Cost (TIC). . , . . 4.5799918a
All Inclusive Cost [AICI
Bond Yltld for Arbitrage Purwses. .. .. 4.36112027~ ... .. 4.5816696t
IPS FOM 8038
Net Interest Cost.
Uelghtfd Average maturity. 6.533 Years
4.55409561
JON 27 '98 12:22
(General Obligation Promissory Notes)
of Common Council Held January 27, 1998
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
January 27, 1998 and called to order by the Mayor at73 P.M.
The following Alderpersons were present:
Patterson, Pionek, Salentine, Sanders, Slocomb
The following Alderpersons were absent:
D'Acquisto and Woodard
The Mayor opened the meeting by announcing that this was an
given to the public at least 24 hours in advance of the meeting open meeting of the Common Council. Notice of this meeting was
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 six (6) bids had been received
to the action of the Common Council. The City Clerk indicated
for the note issue, which had been advertised for bids pursuant
each such bid and read the following details as to each bid
that a $46,000 good faith deposit was provided with respect to
submitted:
QBMKE\4116975.1
BID TABULATION
$2,300,000 General Obligation Promissory Notes
Cii of Muskego, Wlsconsln
- SALE: January 27.1998
AWARD DAlN RAUSCHER INCORPORATED
RATING Moodqs Investors Service 'AI' - BBI: 5.03%
.
NET TRUE
COST RATE NAME OF BIDDER RATE YEAR PRICE INTEREST INTEREST
DAlN RAUSCHER INCORPORATED
Chicago, Illinois
HARRIS TRUST 6 SAVINGS BANK
FBS Investment Services. Inc. An operating
division of U.S. Bancofp Investments, Inc.
Mesirow Financial, lnc.
Wachovia Bank of North Carolina, N.A.
Chicago, Illinois
EVEREN SECURITIES. INC.
Chicago, Illinois
BANC ONE CAPITAL CORPORATION
Milwaukee. Wisconsin
MILLER. JOHNSON (L KUEHN. INC.
JOHN G. KINNARD &COMPANY
Minneapolis. Minnesota
Minneapolis, Minnesota
Minneapolis, Minnesota
MILLER a SCHROEDER FINANCIAL, INC.
GRIFFIN. KUBIK. STEPHENS (L THOMPSON. INC.
Chicago, Illinois
Ehlers & Associates, Inc.
WDERS IN PUBUC FINbNCE
4.25%
4.30%
4.375%
4.00%
4.05%
4.10%
4.15%
4.2077
4.25%
4.30%
4.35%
4.Wh
4.05%
4.15%
4.20%
4.25%
4.30%
4.10%
4.125%
4.20%
4.25%
4.30%
4.35%
3.90%
4.05%
4.10%
4.15%
4.25%
4.30%
4.35%
4.40%
4.45%
4.20%
4.300A
4.375%
1999-2005
2006
2007
2000
1999
2001
2002
2003
2004
20052006
2007
2002
1999-2001
2004-2005
2003
2006
2007
1999
2000-2001
2002-2003
2004-2005
2007
2006
1999
2000
2001
2002
2003
2004
2005
2006
2007
2004-2005
1999-2003
2006-2007
$2,289,114.25
$2,285,165.00
$2,277,oO0.00
82.277.022.45
$584.6al.58
$585954.17
$584,796.67
S593.55Tl3
4.361 1%
4.3735%
4.3744%
4.44087"
$2,200,450.00 $597,736.67 4.466Wo
$2m.Ooo.00 $599,395.42 4.4843%
Rouvillm, Minnnota ~11a.1105 3064 antra Poime DI~
I6121 697-8500 * FAX Is10 697-9555 yyury..hleIL-inc.wm