CCR2000002The following resolution was then introduced and moved by
Alderperson Sanders and seconded by Alderperson Le DOUX
RESOLUTION NO. 2-2000
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
$950,000 WATER 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
("City") now owns and operates and has for many years owned and
WHEREAS, the City of Muskego, Waukesha County, Wisconsin
operated its Water System, a public utility (the Water System and
or hereafter owned by the City, including all improvements and
all properties of every nature in connection with such System now
extensions thereto, all real and personal property of every
nature comprising part of and used or useful in connection
and other intangibles, are hereinafter referred to as the
therewith, and all appurtenances, contracts, leases, franchises
"System") ; and
of Wisconsin any city in the State of Wisconsin may, by action of WHEREAS, under the provisions of Chapter 66 of the Statutes
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
WHEREAS, improvements to the System are necessary to
adequately supply the needs of the City and the residents
thereof; and
WHEREAS, it is now necessary and desirable that the City
to be derived from the operation of the System, for the purpose
issue and sell revenue bonds payable solely from the revenues
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
Bonds, dated February 1, 1999 (the "1999 Bonds") which were
authorized by Resolution No. 11-99 adopted on January 26, 1999
(the "1999 Resolution") ; and
WHEREAS, the City has outstanding its Water System Revenue
additional bonds on a parity with the 1999 Bonds under certain
WHEREAS, the 1999 Resolution permits the issuance of
circumstances, and those conditions have been met;
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NOW, THEREFORE, the Common Council of the City of Muskego,
Waukesha County, Wisconsin, do resolve that:
providing for the cost of improvements to the System, the City
shall borrow on the credit of the income and revenue of the
of the City, in the denomination of $5,000, or any whole multiple
System the sum of $950,000. Negotiable, fully-registered bonds
thereof, shall be issued in evidence thereof (the "Bonds") . The
numbered from R-1 upward and shall be dated January 1, 2000. The
Bonds shall be designated "Water System Revenue Bonds", shall be
Bonds shall mature on May 1 of each of the years and in the
amounts set forth below.
Section 1. Authorization of Bonds. For the purpose of
Year of Principal Year of Principal
Maturitv Amount Maturitv Amount
2003
2002 $50,000
55,000
2004 60,000
2005 65,000
2006 70,000
2007 75,000
2008
2009
2010
2011
2012
2013
$ 80,000
85,000
100,000
90,000
110,000
110,000
subject to redemption prior to maturity at the option of the City
day thereafter at the price of par plus accrued interest to the
in whole or from time to time in part on May 1, 2009 or on any
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.
Bonds maturing in the years 2010 through 2013 shall be
The Bonds shall bear interest at the rates per annum set
forth below, payable on May 1 and November 1 of each year,
basis of a 360-day year of twelve 30-day months and will be
commencing May 1, 2000. Interest shall be computed upon the
Rulemaking Board.
rounded pursuant to the rules of the Municipal Securities
Year of Interest
Maturitv
Year of Interest
Maturitv Rate Rate
2002
2004
2003
2005
2006
2007
4.70%
4.80
4.90
5.00
5.10
5.20
2008
2009
2010
2011
2012
2013
5.25%
5.30
5.40
5.50
5.55
5.60
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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.
The Bonds shall be signed by the manual or facsimile
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
manual), and sealed with the corporate seal of the City, or a
facsimile thereof.
The Bonds, together with interest thereon, shall be payable
only out of the Special Redemption Fund hereinafter provided, and
Special Redemption Fund and the revenues pledged to such Fund,
shall be a valid claim of the owner thereof only against the
and sufficient revenues are pledged to the Special Redemption
Fund, and shall be used for no other purpose than to pay the
principal and interest on the 1999 Bonds, the Bonds and Parity
Bonds, as the same fall due.
Section 2. Form of Bonds. The Bonds shall be in
substantially the form set forth on Exhibit A attached hereto.
elsewhere in this Resolution, the followins words shall have the
Section 3. Definitions. In addition to the words defined
following meanings unless the context or use indicates another or
different meaning or intent:
principal and interest due on the 1999 Bonds, the Bonds and
Parity Bonds in any Bond Year.
"Annual Debt Service Requirement" means the total amount of
"Bond Year" means the one-year period ending on a principal
payment 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.
Maintenance Expenses of the System.
"Net Revenues" means the Revenues minus all Operation and
and necessary costs of operating, maintaining, administering and
repairing the System, including salaries, wages, costs of
materials and supplies, insurance and audits, but excluding
depreciation, debt service, tax equivalents and capital
expenditures.
"Operation and Maintenance Expenses" means the reasonable
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to pledge and lien with the 1999 Bonds and the Bonds in
accordance with the provisions of Section 9 of this Resolution.
"Reserve Requirement" means the least of (a) the amount on
"Parity Bonds" means additional bonds issued on a parity as
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 1999 Bonds and the Bonds, or
(c) 125% of average annual debt service on the 1999 Bonds and the
Bonds. If Parity Bonds are issued, the Reserve Requirement shall
be an amount equal to the amount permitted to be on deposit in
the Reserve Account pursuant to Section 148(d) (1) of the Code,
but shall not exceed the maximum amount of principal and interest
due on the 1999 Bonds, the Bonds and the Parity Bonds in any Bond
Year.
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.
"Revenues" means all income and revenue of the System
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 1999 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 "Water System Operation and Maintenance
through the payment of Operation and Maintenance Expenses shall
Fund" (the "Operation and Maintenance Fund") .
- Revenues in amounts sufficient to pay the principal of and
the interest on the 1999 Bonds, the Bonds and Parity Bonds and to
meet the Reserve Requirement shall be set aside into the "Water
System Special Redemption Fund" (the "Special Redemption Fund"),
to be applied to the payment of the principal of and interest on
the 1999 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 1999 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
Fund") .
into the "Water System Depreciation Fund" (the "Depreciation
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shall be deposited as received in public depositories 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.
The Operation and Maintenance Fund and the Depreciation Fund
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
in the Operation and Maintenance Fund may be transferred to the
hereby continued.
Surplus Fund, which was created by the 1999 Resolution and is
Money in the Operation and Maintenance Fund shall be used to
Money in the Depreciation Fund shall be available and shall
be used, whenever necessary, to restore any deficiency in the
Account therein. When the Special Redemption Fund is sufficient
Special Redemption Fund and for the maintenance of the Reserve
for its purposes, funds in the Depreciation Fund may be expended
additions to the System. Any money on deposit in the
for repairs, replacements, new construction, extensions or
Depreciation Fund in excess of $122,265 (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
the current Fiscal Year for the purposes of the Depreciation
Fund, may be transferred to the Surplus Fund.
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
Reserve Requirement, and the City Treasurer shall from year to
the 1999 Bonds, the Bonds and Parity Bonds and to meet the
year deposit at least sufficient Revenues in the Special
Redemption Fund to pay promptly all principal and interest
falling due on the 1999 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 1999 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.
The Revenues so set aside for payment of the principal of
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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 1999 Bonds, are
set forth on Exhibit B hereto.
other than the payment of interest upon and principal of the 1999
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.
To additionally secure the payment of principal of and
interest on the 1999 Bonds, the Bonds and Parity Bonds, the
separate account in the Special Redemption Fund known as the
"Reserve Account" (the "Reserve Account"), created by the 1999
Resolution, is hereby continued and shall be funded as provided
below. The City covenants and agrees that upon the issuance of
as is necessary to make the amount on deposit in the Reserve
the Bonds there will be paid into the Reserve Account such amount
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
Depreciation Fund and the Surplus Fund which are in excess of the
Special Redemption Fund, the Operation and Maintenance Fund, the
minimum amounts required by the preceding paragraphs to be paid
therein will be paid into the Reserve Account each month until
Reserve Account. If for any reason there shall be insufficient
the Reserve Requirement will again have accumulated in the
funds on hand in the Special Redemption Fund to meet principal or
interest becoming due on the 1999 Bonds, the Bonds or Parity
Bonds, then all sums then held in the Reserve Account shall be
used to pay the portion of interest or principal on the 1999
would otherwise be default, and thereupon the payments required
Bonds, the Bonds or Parity Bonds becoming due as to which there
by this paragraph shall again be made into the Reserve Account
until an amount equal to the Reserve Requirement is on deposit in
the Reserve Account.
minimum amounts required to be paid therein plus reserve
requirements may be transferred to the Surplus Fund.
Funds in the Special Redemption Fund in excess of the
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
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Section 66.069(1) (c), Wis. Stats. Money thereafter remaining in
accounts created by this section.
the Surplus Fund may be transferred to any of the funds or
of any service rendered to the City by the System shall be
Section 5. Service to City. The reasonable cost and value
charged against the City and shall be paid by it in monthly
installments as the 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
current expenses. The amount of such reasonable cost and value
levy of the City made by it to raise money to meet its necessary
shall be equal to the lesser of the maximum Annual Debt Service
year to pay the balance of an amount which, together with other
Requirement or such part thereof as may be necessary from year to
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
appropriations therefor and (c) applicable levy limitations, if
successors to its functions, if necessary, (b) yearly
any; and neither this Resolution nor such payment shall be
construed as constituting an obligation of the City to make any
of services rendered to the City and its inhabitants or to make
such appropriation over and above the reasonable cost and value
value.
any subsequent payment over and above such reasonable cost and
"
covenanted and agreed by the City with the owner or owners of the
Section 6. ODeration of System; Citv Covenants. It is
Bonds, and each of them, that:
reference to the System required by the Constitution and Statutes
of the State of Wisconsin, including the making and collecting of
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;
It will faithfully and punctually perform all duties with
It will not sell, lease, or in any manner dispose of the
System, including any part thereof or any additions or extensions
the right to sell, lease or otherwise dispose of any property of
that may be made part thereto, except that the City shall have
nor useful in the operation of the System, provided the proceeds
the System found by the Common Council to be neither necessary
Special Redemption Fund or applied to the acquisition or
received from such sale, lease or disposal shall be paid into the
-8- OBHKE\4470632.1
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 ;
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 pay or cause to be paid all lawful taxes,
It will cause the improvements to the System to be made as
expeditiously as possible;
It will maintain in reasonably good condition and operate
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 Net Revenues shall not be less
Revenues of the System herein agreed to be set aside to provide
than 125% of the Annual Debt Service Requirement and so that the
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 in Section 4 of this Resolution, will be sufficient for
those purposes; and
It will prepare a budget not less than sixty days prior to
the end of each Fiscal Year and, in the event such budget
indicates that the Net Revenues for each Bond Year will not
exceed the Annual Debt Service Requirement for each corresponding
Bond Year by the proportion stated hereunder, will take any and
all steps permitted by law to increase rates so that the
aforementioned proportion of Net Revenues to the Annual Debt
Service Requirement shall be accomplished as promptly as
possible.
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
accountants. Each such audit, in addition to whatever matters
may be thought proper by the accountants to be included therein
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
classification (i.e., residential, commercial, public and
System at the end of the Fiscal Year, for each user
Section 7. Books and Accounts: InsDection. The City will
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0
0
0
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.
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 1999 Bonds or
the owners of the 1999 Bonds and the Bonds: (a) adequate fire,
lightning, vandalism, riot, strike, explosion, civil commotion,
malicious damage, tornado and windstorm insurances on all
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
amounts normally carried by private companies engaged in the
operation of similar systems. All money received for loss of use
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
money, including proceeds from insurance under (b) above, shall
operation of the System has not been impaired thereby, such
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
Section 9. Additional Bonds. No bonds or obligations
payable out of the Revenues of the System may be issued in such
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 1999 Bonds and the Bonds. Additional
obligations may be issued on a parity with the 1999 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 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,
effective during the Fiscal Year immediately prior to the
including those made to the City, be properly ordered and made
issuance of such additional bonds or during that part of the
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Fiscal Year of issuance prior to such issuance, then Revenues for
purposes of such computation shall include such additional
Revenues as an independent certified public accountant,
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.
enumerated in Section 4 of this Resolution (including the Reserve
(2) The payments required to be made into the funds
Account, but not the Surplus Fund) must have been made in full.
May 1 of each year and interest falling due on May 1 and
November 1 of each year.
(3) The additional bonds must have principal maturing on
increased to an amount equal to the Reserve Requirement
applicable upon the issuance of Parity Bonds as defined in
Section 3 hereof.
(4) The amount on deposit in the Reserve Account must be
(5) The proceeds of the additional bonds must be used only
for the purpose of providing additions, extensions or
such purpose.
improvements to the System, or to refund obligations issued for
Section 10. Sale of Bonds. The sale of the Bonds to
Bernardi Securities, Inc., Chicago, Illinois for the purchase
price of $936,035 is ratified and confirmed; and the officers of
necessary to conclude delivery of the Bonds to said purchaser,
the City are authorized and directed to do any and all acts
upon receipt of the purchase price, as soon after adoption of
this Resolution as is convenient.
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
expenses incurred in authorizing, issuing and delivering the
the Reserve Account. The balance of the proceeds, less the
Bonds, shall be deposited into a special fund designated as the
special fund shall be adequately secured and shall be used solely
"Water System Improvement Fund" (the "Improvement Fund"). Said
for the purpose of meeting costs of adding to and improving the
System, as more fully described in the preamble hereof. Any
balance remaining in said Improvement Fund after paying said
Redemption Fund for use in payment of principal of and interest
costs shall be transferred by the City Treasurer into the Special
on the Bonds.
Section 11. ADDliCatiOn of Bond Proceeds. All accrued
-11- QBUKE\4470632.1
anv of the Bonds, no chanse or alteration of any kind in the
Section 12. Amendment to Resolution. After the issuance of
prbvisions of this ResoluEion may be made until-all of the Bonds
have been paid in full as to both principal and interest, or
discharged as herein provided, except:
a. The City may, from time to time, amend this Resolution
without the consent of any of the owners of the Bonds, but only
omission or procedural inconsistency of this Resolution; and
to cure any ambiguity, administrative conflict, formal defect, or
b. This Resolution may be amended, in any respect, with
the written consent of the owners of not less than two-thirds of
Bonds held by the City; provided, however, that no amendment
the principal amount of the Bonds then outstanding, exclusive of
shall permit any change in the pledge of Revenues derived from
the System, or in the maturity of any Bond issued hereunder, or a
of the principal obligation thereof, or in the amount of the
reduction in the rate of interest on any Bond, or in the amount
change the terms upon which the Bonds may be redeemed or make any
redemption premium payable in the case of redemption thereof, or
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.
discharged, all pledges, covenants and other rights granted to
the owners thereof by this Resolution shall cease. The City may
discharge all Bonds due on any date by depositing into a special
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
due date to the date of such deposit. The City, at its option,
sum sufficient to pay it in full with interest accrued from the
may also discharge all Bonds called for redemption on any date
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
required by this Resolution. The City, at its option, may also
discharge all Bonds of said issue at any time by irrevocably
of cash and/or bonds or securities issued or guaranteed as to
depositing in escrow with a suitable bank or trust company a sum
principal and interest of the U.S. Government, or of a
Government, maturing on the dates and bearing interest at the
commission, board or other instrumentality of the U.S.
rates required to provide funds sufficient to pay when due the
the City's option, if said Bond is prepayable to any prior date
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
City's option, if said Bond is prepayable, at its earliest
the principal amount of each such Bond at maturity, or at the
Section 13. Defeasance. When all Bonds have been
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redemption date, with the premium required for such redemption,
if any, provided that notice of the redemption of all prepayable
Bonds on such date has been duly given or provided for.
Section 14. Investments and Arbitrase. Monies accumulated
in any of the funds and accounts referred to in Sections 4 and 11
purposes thereof, may be invested in legal investments subject to
hereof which are not immediately needed for the respective
the provisions of Sec. 66.04(2), Wis. Stats., until needed. All
Revenues of the System and shall be credited to the fund or
income derived from such investments shall be regarded as
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
separate banking account is not required for each of the funds
and accounts established under this Resolution; however, the
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
for which they are issued but may be temporarily invested until
needed in legal investments. No such investment shall be made in
such a manner as would cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code or the Regulations
of the Commissioner of Internal Revenue thereunder (the
"Regulations") .
issuing the Bonds, shall, on the basis of the facts, estimates
An officer of the City, charged with the responsibility for
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 thereunder.
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
or other suit or action in any court of competent jurisdiction,
shall have the right in addition to all other rights, by mandamus
to enforce such owner's or owners' rights against the City, the
governing body thereof, and any and all officers and agents
the City, its governing body and any other authorized body, to
thereof including, but without limitation, the right to require
fix and collect rates and charges fully adequate to carry out all
of the provisions and agreements contained in this Resolution.
Section 15. Resolution a Contract. The provisions of this
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Book-Entrv-Only System. In order to make the Bonds eligible for
New York, the City agrees to the applicable provisions set forth
the services provided by The Depository Trust Company, New York,
in the Blanket Issuer Letter of Representations previously
executed on behalf of the City and on file in the City Clerk's
off ice.
Section 16. Utilization of The DeDOSitOrY Trust Comuany
Section 17. Persons Treated as Owners: Transfer of Bonds.
The City Clerk shall keep books for the registration and for the
be registered shall be deemed and regarded as the absolute owner
transfer of the Bonds. The person in whose name any Bond shall
thereof for all purposes and payment of either principal or
interest on any Bond shall be made only to the registered owner
thereof.
and discharge the liability upon such Bond to the extent of the
sum or sums so paid.
All such payments shall be valid and effectual to satisfy
Any Bond may be transferred by the registered owner thereof
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
amount, series and maturity and shall record the name of each
transferees a new Bond or Bonds of a like aggregate principal
transferee in the registration book. No registration may be made
to bearer. The City Clerk shall cancel any Bond surrendered for
transfer .
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
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
represents and covenants that the projects financed by the Bonds
and their ownership, management and use will not cause the Bonds
to be "private activity bonds" within the meaning of Section 141
of the Code, and that the City shall comply with the provisions
of the Code to the extent necessary to maintain the tax-exempt
status of the interest on the Bonds 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
Section 18. Compliance with Federal Tax Laws. The City
-14- QBUKE\4470632,,1
a
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 the Regulations.
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.
The City also covenants to use its best efforts to meet the
Section 19. Desiqnation as Oualified Tax-EXemDt
Obliqations. The Bonds are hereby designated as "qualified
relating to the ability of financial institutions to deduct from
tax-exempt obligations" pursuant to Section 265 of the Code
allocable to carrying and acquiring tax-exempt obligations.
income for federal income tax purposes, interest expense that is
Section 20. Official Statement. The Common Council hereby
approves the Official Statement with respect to the Bonds
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 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.
authorizes the purchaser to forward the amount of Bond proceeds
Section 21. Payment of Issuance Expenses. The City
allocable to the payment of issuance expenses to Resource Bank &
Trust Company, Minneapolis, Minnesota on the closing date for
further distribution as directed by the City's financial advisor,
Ehlers and Associates, Inc.
a separate record book and shall record a full and correct
statement of every step or proceeding had or taken in the course
of authorizing and issuing the Bonds.
Section 22. Records. The City Clerk shall provide and keep
-15- QBMKE\4410632.1
ordinances, resolutions (other than the 1999 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. In case of any conflict between the provisions of
this Resolution and the 1999 Resolution, the terms of the 1999
Resolution shall prevail so long as any 1999 Bonds are
outstanding.
Section 23. Conflictins Ordinances or Resolutions. All
Adopted, approved and recorded January 11, 2000.
Attest:
Upon roll call vote, the following voted Aye:
Aldermen Slocomb, Chiaverotti, Patterson, Pionek, Le DOUX,
and the following voted No:
Salentine, and Sanders
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
LK. 2yjl&u"6 L
City Clerk
-16-
EXHIBIT A
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WAUKESHA
CITY OF MUSKEG0
WATER SYSTEM REVENUE BOND
Date of
Number Rate Maturity Date Orisinal Issue Amount CUsIp
R- January 1, 2000 $
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
($ ) on the maturity date specified above together with interest thereon from January 1, 2000 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
on the 1st days of May and November of each year, with the first
the rate per annum specified above, such interest being payable
interest on this issue being payable on May 1, 2000.
Bonds maturing in the years 2010 through 2013 are subject to
redemption prior to maturity at the option of the City in whole
or from time to time in part on May 1, 2009 or on any day
of redemption. The amounts and maturities of the Bonds to be
thereafter at the price of par plus accrued interest to the date
principal amount of any maturity is to be redeemed, the Bonds of
redeemed shall be selected by the City If less than the entire
that maturity which are to be redeemed shall be selected by lot.
Notice of such call shall be given by the mailing of a notice
prior to the date fixed for redemption to the registered owner of
thereof by registered or certified mail at least thirty (30) days
each Bond to be redeemed at the address shown on the registration
books.
payable to the registered owner in lawful money of the United
States of America. The principal of this Bond shall be payable
only upon presentation and surrender of this Bond at the office
of the City Treasurer. Interest hereon shall be payable by check
mailed from the office of the City Treasurer to the person in
or draft dated as of the applicable interest payment date and
whose name this Bond 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
kept for that purpose at the office of the City Clerk, by the
authorized attorney, upon surrender of this Bond together with a
registered owner in person or by such registered owner's duly
written instrument of transfer (which may be endorsed hereon)
owner or such registered owner's duly authorized attorney.
satisfactory to the City Clerk duly executed by the registered
Thereupon a new Bond or Bonds of the same aggregate principal
exchange therefor. The City may deem and treat the person in
amount, series and maturity shall be issued to the transferee in
whose name this Bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of the
principal or interest hereof and for all other purposes. 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
This Bond has been designated by the City as a "qualified
tax-exempt obligation' for purposes of Section 265 of the
Internal Revenue Code of 1986, as amended.
This Bond is one of an issue aggregating $950,000, issued
municipal water system of the City, a public utility, pursuant to
for the purpose of paying the costs of improvements to the
Article XI, Section 3, of the Wisconsin Constitution, Section
Resolution adopted January 11, 2000, and entitled: "A Resolution
66.066, Wisconsin Statutes, acts supplementary thereto and a
Authorizing the Issuance and Sale of $950,000 Water 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 Water System,
Redemption Fund," created by Resolution 11-99 adopted on
for that purpose and identified as "Water System Special
January 26, 1999 and continued by the Resolution referred to
above. The pledge of revenues with respect to the Bonds is on a
parity with the pledge granted to the owners of the City's Water
-2- OBHKE\4110632.1
0 constitute an indebtedness of the City within the meaning of any
System Revenue Bonds, dated February 1, 1999. This Bond does not
constitutional or statutory debt limitation or provision.
It is hereby certified, recited and declared that all acts,
conditions and things required to exist, happen, and be performed
precedent to and in the issuance of this Bond have existed, have
happened and have been performed in due time, form and manner as
required by law; and that sufficient of the income and revenue to
has been pledged to and will be set aside into a special fund for
be received by the City from the operation of its Water System
the payment of the principal of and interest on this Bond.
-3-
0 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.
CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
BY BY City Clerk Mayor
-4 -
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
of Assignee)
(Please print or typewrite name and address, including zip code,
Please insert Social Security or other
identifying number of Assignee
the within 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:
-5-
EXHIBIT B
DEBT SERVICE SCHEDULE
(SEE ATTACHED)
Clly of Muskego. Wiscosnin
5950.000 Waler System Revenue Bonds
!!wRa TO(sI Jj2.&l &” In(erest B.N m
05/01/00 16.660.00 16.660.00
11/01/00 24,990.00 .- 24.990.00 41.650.00
05/01/01 24.990.00 24.990.00
11/01/01 24,990.00 24.990.03 49.980.00
11/01/02 23.815.00 23,815.00 9e.8o5.oo
05/01/03 55,ooo 4.~0 23.815.00
11/01/03 22.495.00 22.495.00 101.310.00
11/01/04 21.025.00 ” 21,025.00 103.520.00
01101~00
05/01/02 50,000 4.70 24.990.00 ” 74.990.00 - 7e.815.00
05/01/04 60.000 4.90 22.495.00 e2.495.00
05/01/05 65.000 5.00 21.025.00 86,025.00
11/01/65 19.400.00 19,400.00 105.425.00
05/01/06 70.000 5.10 19.400.00 89.400.00
11/01/06 17,615.00 17,615.00 107.015.00
05/01/07 75.000 520 17.615.00 92.e15.00
11/01/07 15.665.00 15,~a.m 1oe.28o.w
11I01/08
95.665.00
13.565.00 13.565.00 109.230.00
98.565.00
-
051011oe eo.ooo 5.25 15.665.00
05/01/09 85,000 5.30 13.565.00
1vo1nw 11.312.50 11,312.50 109,877.50
e,eaz.so - 8.882.50 110.195.00
.
05/01110 90,000 5.40 11.312.50
11/01/10
05/01/11 100.000 5.50 8.882.50
11/01/11 6.132.50
1oa.e82.50
05/01/12 110,000 5.55 6.132.50 116,132.50
11rn1/12
05/01/13 110,000 5.60
3,080.00
3.080.00
11/01/13 0.00
113.080.00
950.000 442.595.00
- 101,312.50
~” 6.132.50 t15.015.00
3.080.00 119,212.50
.- 0.00 113.0eo.00 -
. . 1,392,595.00 1.392.595,OO. -. -: ..
Notes * Funds tohling S
interest and S
payments due I I and2 I .
consisting of S
accrued Interest are available 10 make Interest
capltallzed
** Bonds maturlng In - and - are Term Bonds and, therefore, Mandatory
Notices must be publlshed by the Paying Agent for each 01 the malurities noted
with the ”.
Dated: o1/o1/oo Bond Years:
Interest Start! 05/01/W Average Llfe:
Discount: 13.965.00 Average Coupon:
True Interest Cost:
Net Inter& Cost:
01/11/00
8.246.67
mo70
5.36696%
5.57350%
5.53630%
(Water System Revenue Bonds)
Excerpts of Minutes of Open Meeting of the
Common Council of the City of Muskego
City of Muskego, Waukesha County, Wisconsin, was held in open
A duly-convened meeting of the Common Council of the
session on January 11, 2000 and called to order at 8:11 P.M.,
Central Time. The following Alderpersons were present:
Slocomb, Chiaverotti, Patterson, Pionek,
Le Doux, Salentine, and Sanders
The following Alderpersons were absent:
None
open meeting of the Common Council. Notice of this meeting was
given to the public at least 24 hours in advance of the meeting
by forwarding the complete agenda to the official City newspaper, 0 same as well as posting. Copies of the complete agenda were
the Muskeso Sun, and to all news media who have requested the
available for inspection at the City Clerk's office. Anyone
desiring information as to forthcoming meetings should contact
the City Clerk's office
The Mayor opened the meeting by announcing that this was an
(Here occurred matters not pertinent to the water system
revenue bond issue.)
The City Clerk announced that three bids had been received
to action of the Common Council. The City Clerk indicated that a
for the bond issue, which had been advertised for bids pursuant
bid and read the following details as to each bid submitted:
$19,000 good faith deposit was provided with respect to each such
SEE ATTACHED
QBMKE\4410632.1
JRN 11 '00 ll:56Rfl EHLERS & PSSOCIATE F 2/Z
R ATING: Moody's Invec itC
- $950,000 Water System Revenue Bonds
City of Muskego, WI
SALE: January 11,2000
AWARD: BERNARD1 SECURITIES, INC.
lrs Service "A3 RBI: 6.04% "
NAME OF BIDDER RATE YEAR PmcE NET INTEREST TRUE
COST INTE S R*K
BERNARD1 SECURITIES, INC
Chicago, IL
ROBERT W. BAlRD 8 COMPANY, INC.
Mitwaukee. WI
DAlN RAUSCHER. INC.
Minneapolis, MN
4.70%
4.90%
4.80%
5.1 0%
5.00%
5.25%
5.20%
5.3w
5.40%
5.50%
5.55%
5.60%
5.10%
5.20%
5.40%
5.30%
5.45%
5.50%
5.60%
5.70%
4.75%
4.90%
5.00%
5.1 0%
5.20%
5.30%
5.40%
5.60%
5.50%
5.80%
5.70%
5.9W&
2002 $936.035.00 $456.560.00
2003
5.5735%
2004
2005
2006
2007
2008
2009
201 0
201 1
2012
2013
2002-2005
2006
2007
2009
2008
2010-201 1
2012
201 3
2002
2003
2004
2005
2007
2008
2009
2010
201 1
2012
2013
2006
$935.885.50 $464.851.17 5.6789%
$935,892.50 $473.049.17 5.7705%
EHLERS LELDERS IN PUBLIC FINANCE
3060 Centre Pomte Drive, Roreville. MN 55113.1 105
651.697.8500 lax 651.697.8555 www.ehIerr.inc.com
Offices In Rorevllle. MN, Brookrield. WI Rad Na~erdle IL 6 ASSOCIATES INC
JON 11 'E0 12:0% c 3 3 770 "OX I D.3rZ "7