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CCR1983223-224The City Clerk read the following resolution: Resolution No. 223-83 Resolution Awarding Notes WHEREAS this City has duly received proposals for its issue of $5,390,000 General Obligation Promissory Notes; and WHEREAS it has been determined that the best proposals received were those submitted by The Northern Trust Company and Continental Illinois National Bank & Trust Company of Chicago; NOW, THEREFORE, BE IT RESOLVED that the proposals of The Northern of Chicago be and are hereby accepted and the Mayor and City Clerk Trust Company and Continental Illinois National Bank 6 Trust Company of said successful purchasers on behalf of the City. are authorized and directed to execute an acceptance of the offers Alderman Colburn moved that Resolution No. 223-83 be adopted. Motion seconded by Alderman Penovich and carried by the following vote : Ayes: Nilsson, Colburn, Tomczyk, Penovich, De Angelis, Gaetzke and Dumke Nos: None The City Clerk read the following resolution: Resolution No. 224-83 "A Resolution Authorizing the City of Muskego to Borrow the Sum of $5,390,000 Pursuant to Section 67.12(12) of the Wisconsin Statutes for Corporate Purposes WHEREAS the City of Muskego, Waukesha County, Wisconsin (sometimes Million Three Hundred Ninety Thousand Dollars ($5,390,000) for the hereinafter called the "City"), is presently in need of the sum of Five purpose. of paying part of the costs of (i) refunding original promissory notes of the City; (ii) acquiring equipment: and (iii) acquisition of lands for public purposes, permanent improvements Of lands,.and public work or improvement, and the enlargement or extension thereof, including, without limitation, ~ewers, street improvements and park improvements; and * WHEREAS the Common Council of the City deems it necessary and in provisions Of Section 67.12(12), Wis. Stats., upon the terms and the best interest of the City that said sum be borrowed pursuant to the . a. .I conditions hereinafter provided: NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Muskego, Waukesha County, Wisconsin, that: Section 1. Sale of Notes. The City of Muskego, Waukesha County, Wisconsin, shall sell and deliver its $5,390,000 General Obligation Promissory Notes, issued for the Durmse above stated. to t' - t " . for the purchase price of $5,309,150. D and City Clerk shall make, execute and deliver to said purchaser, for Section 2. The Notes. To evidence such indebtedness, the Mayor and on behalf of the City general obligation promissory notes of the City, registered as to both principal and interest, in the denomination of Five Thousand Dollars ($5,000) each, or whole multiples thereof, and numbered from R-1 upward (the "Notes"). The Notes shall mature serially on June 1 of each of the years and shall bear interest as follows : - Year Amount Inteiest 1985 1986 1987 1988 1989 1990 1991 1992 1993 $ 50,000 50,000 175,000 175,000 275,000 275,000 400,000 1,965,000 2,025,000 6.50 % 7.40 7.00 7.70 8.00 8.25 8.50 8.75 9.00 Said interest shall be payable on June 1 and December 1 of each year, commencing June 1, 1984. The Notes shall be initially dated September 1, 1983 and, if issued on or after June 1, 1984, shall be dated as of the June 1 or December 1 next preceding their date of issue or if issued on June 1 or December 1 as of such date. The Notes shall be callable as provided in the note form herein established. the following form: Section 3. Form of Notes. The Notes shall be in substantially a *The Northern Bank 6 Trust Trust Company and Continental Illinois National Company of Chicago UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WAUKESHA CITY OF MUSKEG0 GENERAL OBLIGATION PROMISSORY NOTE Number' Rate - Maturity Date of Original Issue Amount % June 1, 19- September 1, 1983 $ Wisconsin, promises to pay to the order of THOUSAND DOLLARS ($ registered assigns, the sum of ) on the date specified above, together with interest thereon from the date of this Note set forth below at the rate specified above, said interest to be payable on the first' days of June and December in each year, commencing June 1, 1984. FOR VALUE RECEIVED, the City of Muskego, Waukesha County, or Notes of this issue maturing in the years 1991 through 1993 shall be subject to call and prior payment at the option of the City in whole or from time to time in part in inverse order of maturities (but within any maturity by lot) on June 1, 1990 or any interest payment date thirty (30) days' notice of such call shall be given by mailing a thereafter at the price of par plus accrued interest. Not less than notice thereof by registered or certified mail to the registered owner of each Note to be redeemed at the address shown on the registration books. Both principal hereof and interest hereon are hereby made payable to the registered owner or his legal representative in lawful money of the United States of America at First Bank (N.A.), Milwaukee, Wisconsin, the Fiscal Agent, and any successor thereto, and for the prompt payment of this Note with interest thereon as aforesaid, and the levying and collection of taxes sufficient for that purpose, the full faith, credit and resources of the City of Muskego, Wisconsin are hereby irrevocably pledged. The principal of this Note shall be payable only upon presentation and surrender of this Note at the principal office of the Fiscal Agent. Interest hereon shall be payable by check or draft mailed from the office of the Fiscal Agent to the person in whose name this Note is registered at the close of business on the fifteenth day of the calendar month next preceding each interest payment date, that purpose at the principal office of the Fiscal Agent, and any successor thereto, by the registered owner in person or his duly written instrument of transfer (which may be endorsed hereon) authorized attorney, upon surrender of this Note together with a satisfactory to the Fiscal Agent duly executed by the registered owner same aggregate principal amount, series and maturity shall be issued to or his duly authorized attorney. Thereupon a new Note or Notes of the the transferee in exchange therefor. The City and Fiscal Agent may This Note is transferable only upon the books of the City kept for 4 e deem and treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal or interest hereof and for all other purposes. The Notes are issuable solely as negotiable fully registered Notes without coupons in authorized denominations of $5,000 or any whole multiple thereof. 67.12(12), Wisconsin Statutes, for the purposes of paying part of the This Note is issued pursuant to the provisions of Section costs of (i) refunding original promissory notes of the City; (ii) acquiring equipment; and (iii) acquisition of lands for public purposes, permanent improvements of lands, and public work or improvement, and the enlargement or extension thereof, including, without limitation, sewers, street improvements and park improvements; and is authorized by a resolution of the Common Council of the City, duly adopted by at least a two-thirds vote of the members-elect of said Common Council at its meeting duly convened on August 23, 1983, which resolution is recorded in the official book of its minutes for said date and is referred to as Resolution No. 224-83in said minutes. This Note shall not be valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Fiscal Agent. It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this Note have been done, have existed and have been performed in due form and time: that the aggregate indebtedness of herewith, does not exceed any limitation imposed by law or the the City, including this Note and others. authorized simultaneously direct, annual irrepealable tax sufficient to pay this Note, together Constitution of the State of Wisconsin; and that the City has levied a with interest thereon when and as payable. any right hereunder shall impair such right or be considered as a waiver thereof or as a waiver of or acquiescence in any default hereunder. No delay or omission on the part of the holder hereof to exercise Waukesha County, Wisconsin, has caused this Note to be signed on behalf IN WITNESS WHEREOF, the Common Council of the City of Muskego, of said City by the facsimile signatures of its duly elected Mayor and City Clerk, and its corporate seal or a facsimile thereof to be impressed or imprinted hereon, all.as of this first day of CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN BY City Clerk (facsimile) BY (facsimile) Mayor L (Form of Registrar's Certificate of Authentication) CERTIFICATE OF AUTHENTICATION This Note is one of the Notes of the issue described in the within mentioned resolution of the City of Muskego, Wisconsin. First Bank (N.A.) Fiscal Agent BY Authorized Signatory (Form of Assignment) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto Please insert Social Security or other identifying number of Assignee (Please print or typewrite name and address, including zip code, of Assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing I Attorney to transfer said Note on the books kept for the registration thereof with full power of substitution in the premises. 0 Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement OK any change whatever. C Section 4. Tax Provisions. paying th; pr'incipal of and interest on each of said Notes as the same A) Direct, Annual Irrepealable Tax. For the purpose of City are hereby irrevocably pledged and there be and there hereby is respectively falls due, the full faith, credit and taxing powers of the levied on all of the taxable property in the City a direct, annual irrepealable tax in an amount and at the times sufficient for said purpose, such tax to be for the following years and in the following minimum amounts: For the year 1983 For the year 1985 For the year 1984 For the year 1986 For the year 1987 For the year 1988 For the year 1989 For the year 1991 For the year 1990 For the year 1992 582,564.74 514,425.00 511,050.00 614,612.50 627,825.00 696,875.00 674,531.25 771,187.50 2,233,218.75 2,116,125.00 power to repeal such levy or obstruct the collection of said tax until (B) Tax Collection. The City shall be and continue without all such payments have been made or provided for. After the issuance of the Notes, said tax shall be, from year to year, carried into the tax rolls of the City and collected as other taxes are collected, provided that the amount of tax carried into said tax rolls may be reduced in any year by the amount of any surplus money in the Sinking Fund created in Section 5(A) hereof. (C) Additional Funds. If at any time there shall be on hand insufficient funds from the aforesaid tax levy sufficient to meet principal and/or interest payments on said Notes when due, the available, which sums shall be replaced upon the collection of the requisite amounts shall-be paid from other funds of the City then taxes herein levied. Section 5. Sinking Fund. (A) Creation and Deposits. There be and there hereby is established in the treasury of the City a fund separate and distinct from every other fund, designated as the 'Sinking-Fund for $5,390,000 'General Obligation Promissory Notes' initially dated September 1, 1983," and such fund shall be maintained until the indebtedness 0 evidenced by the Notes is fully paid or otherwise extinguished. The City Treasurer shall deposit in such Sinking Fund (i) all accrued interest received by the City at the time of delivery of and payment for the Notes: (ii) the taxes herein levied for the specific purpose of meeting'principal of and interest on the Notes when due: (iii) such other sums as may be necessary at any time to pay principal of and interest on the Notes when due: (iv) any premium which may be received * interest thereon and any amount by which the discount bid is less than by the City over and above the par value of the Notes and accrued the maximum allowable discount: and (v) surplus monies in the Borrowed 7 Money Fund as specified in Section 6 hereof. a the SinkiAs Fund and appropriated for anv Durpose other than the B) Use and Investment. No money shall be withdrawn from - payment of-principal o?-anh interest on ih'e Nbtes until all such principal and interest has been paid in full and canceled: provided (i) the funds to provide for each payment of principal of and interest on the Notes may be invested in direct obligations of the United States of America maturing no later than ten days prior to the time such payments are due: and (ii) any funds over and above the next succeeding annual requirement for principal and interest on the Notes may be used to reduce the next succeeding tax levy, or may, at the option of the City, be invested by purchasing the Notes as permitted by and subject to Section 67.11(2)(a), Wis. Stats.; interest-bearing bonds of the United States of America: or other obligations of the City, which investments shall continue a part of the Sinking Fund. > (C) Remaining Monies. When all of the Notes have been paid in full and canceled, and all permitted investments disposed of, any money remaining in the Sinking Fund shall be deposited in the general fund of the City. Section 6. Proceeds of the Notes. All monies received by the City upon the delivery of the Notes to the purchaser thereof, except for accrued interest and premium, if any, and any amount by which the discount bid is less than the maximum allowable discount shall be deposited by the City Treasurer into a special fund which shall be maintained separate and distinct from all other funds of the City and shall be used for no purpose other than the purposes for which the Notes are issued. Monies not immediately needed for such purposes may be invested in time deposits in any bank, trust company or savings and loan association licensed to do business in Wisconsin, such deposits to mature within one year of the date of investment or the date such deposits are needed, whichever is earlier, or in bonds or securities issued or guaranteed as to principal and interest of the United States Government or of a commission, board or other instrumentality of the United States Government. Any monies including any income from permitted investments, remaining in the Borrowed Money Fund after the purposes for which the Notes have been issued have been accomplished, and, at any time, any monies as are not needed and which obviously Sinking Fund. thereafter cannot be needed for such purposes shall be deposited in the 1 Section 7. No Arbitrage. All investments permitted by this @ made in such a manner as would cause the Notes to be "arbitrage bonds" resolution shall be legal investments, but no such investment shall be within the meaning of Section 103(c)(2) of the Internal Revenue Code of 1954, as amended, or the Regulations of the Commissioner of Internal Revenue thereunder: and an officer of the City, charged with the responsibility for issuing the Notes, shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the date of closing which will permit the conclusion that the Notes are not "arbitrage bonds," within the meaning of said Code or Regulations. Section 8. Fiscal Agent. The City will enter into a contract e 8 with First Bank (N.A.), Milwaukee, Wisconsin, to serve as its fiscal agent pursuant to Wis. Stats. Sec. 67.10(2), which contract shall be in City Clerk are hereby authorized to enter into such contract on the substantially the form attached hereto as Exhibit A. The Mayor and City's behalf. Such contract may provide among other things, for the performance by the fiscal agent of the functions listed in Wis. Stats. Sec. 67.10(2)(a) to (j), where applicable, with respect to the Notes. City shall cause books for the registration and for the transfer of the Se'ction 9. Persons Treated as Owners; Transfer of Notes. The Notes to be kept by the fiscal agent. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of either principal or interest on any Note shall be made only to or upon written order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Any Note may be transferred by the registered owner thereof by surrender of the Note at the office of the fiscal agent, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, the fiscal agent shall execute and deliver in the name of the transferee or transferees a new Note or Notes of a like aggregate principal amount, series and maturity and shall record the name of each transferee in the registration book. The fiscal agent shall cancel any Note surrendered for transfer. The fifteenth day of each month next preceding each interest payment date shall be the record dates for the Notes. Payment of interest on the Notes on any interest payment date shall be made to the registered owners of the Notes as they appear on the registration book of the fiscal agent on the corresponding record date. and keep a separate record book and shall record a full and correct Section 10. Account and Records. The City Clerk shall provide statement of every step or proceeding had or taken in the course of authorizing and issuing these Notes. Citv Clerk of the Citv are herebv authorized and directed to execute Section 11. Closing; Manner of Executing Notes. The Mayor and ~~ -., ~ ~~ and deliver the Notes to the purchaser thereof upon receipt of the borrowed funds, accrued interest to date of delivery and premium, if any. The Mayor and City Clerk may execute the Notes by manual or facsimile signature, but, unless the City has contracted with the fiscal agent to authenticate the Notes, at least one of said officers ~L ~~ ~ 0 shall sign the Notes manually. The officers of the City are hereby directed and authorized to practicable hereafter, in accordance with the terms of sale thereof: take all steps necessary or convenient to close this issue as soon as and said officers are hereby authorized and directed to execute and deliver such documents, certificates and acknowledgements as may be necessary or convenient in accordance therewith. 9 Note provided for herein which bond counsel may determine are necessary or convenient. for the issuance of the Notes in fully registered form may be made and are hereby approved. Section 12. Changes to Form of Note. Any changes in the form of c Section 13. Call of Outstanding Notes. The City has $1,840,000 Promissory Notes dated Julv 1, 1982, outstandinq (the "Outstandins Notes") 01 which $200,000 mature on-October 1, i983 and $1,640,006 mature' on October 1, 1984, but are subject to call on October 1, 1983 or any interest payment date thereafter. The Outstanding Notes maturing on October I, 1984 are hereby called for prior payment on April 1, 1984. In the event that the Trustee does not have adequate funds to call all the Outstanding Notes maturing on October 1, 1985, it will call at least $1,415,000 principal amount of such Notes as provided in the Trust Agreement. The Trustee shall be directed, pursuant to the Trust Agreement referred to in Section 14 hereof to give notice of such call at least thirty (30) days prior to the redemption date by published notice in the form attached hereto as Exhibit B,, such publication to be made in the manner provided in the Outstanding Notes. Section 14. Trust Agreement. For the purpose of providing for the redemption of the Outstanding Notes described above, the officers Agreement with First Bank (N.A.), Milwaukee, Wisconsin, (the "Trustee") of the City are hereby authorized and directed to execute a Trust certain of the proceeds of the Notes into the Trust Fund to be in substantially the form attached hereto as Exhibit C. The deposit of established with the Trustee is hereby authorized and directed to be accomplished immediately upon receipt of payment for the Notes at the closing thereon, and the subsequent use, investment and disbursement thereof by the Trustee in the manner provided in the Trust Agreement is hereby authorized and approved. Section 15. Bond Insurance. The Mayor and City Clerk are hereby authorized to obtain American Municipal Bond Assurance Corporation insurance for payment of principal and interest on the Bonds, and payment of the premium for such insurance at the expense of the City is hereby authorized and approved. Adopted, approved and recorded August23, 1983. @ (SEAL) Attest: /' Alderman Gaetzke moved that Resolution No. 224-83be adopted. Motion seconded by Alderman Dumke and carriedmhe following vote: Ayes: Nilsson, Colburn, Tomczyk, Penovich, De Angelis, Gaetzke and Dumke NOS: Rone The Mayor declared the resolution adopted and approved and the Mayor and City Clerk signed same in the appropriate manner in open meeting. (Here occurred business not pertinent to the note issue.) There being no further business to come before the meeting, the meeting adjourned. I EXHIBIT A FISCAL AGENCY AGREEMENT THIS AGREEMENT, made this day of , 1983, between the City of Muskego, Wisconsin (the "MUNICIPALITY"), and First Bank (N.A.), Milwaukee, Wisconsin ("BANK"), a banking corporation organized and existing under the laws of the State of Wisconsin. WITNESSETH: WHEREAS, Municipality has borrowed the sum of Five Million Three Hundred Ninety Thousand Dollars ($5,390,000) pursuant to a Resolution adopted by the Municipality on the 23rd day of August, 1983, and proposes to execute and sell its General Obligation Promissory Notes (the "Obligations") which Obligations mature on June 1 of each year in the years and principal amounts and bearing interest at the rates per annum, as set forth in Exhibit A, and bear interest payable on June 1 and December 1 of each year commencing June 1, 1984 until the principal of the Obligations shall have been paid; and WHEREAS the Municipality is issuing the Obligations in registered form pursuant to Section 103 of the Internal Code of 1954, as amended, and applicable Treasury Regulations promulgated thereunder; and WHEREAS pursuant to said Resolution and Sec. 67.10(2 Stats. the Municipality has authorized the appointment of ) Wis. the Bank as Fiscal Agent of the Municipality for payment of principal and interest on, registering, transferring and authenticating the Obligations as well as other applicable responsibilities permitted by Sec. 67.10(2) Wis. Stats. I. APPOINTMENT Bank is hereby appointed Fiscal Agent of the Municipality with respect to the Obligations for the purpose of performing such of the responsibilities stated in Sec. 67.10(2) Wis. Stats. as are delegated herein or as may be otherwise specifically delegated in writing to the Fiscal Agent by the Municipality. 11. INVESTMENT RESPONSIBILITY The Fiscal Agent shall not be under any obligation to invest funds held for the payment of interest or principal on the Obliga- tions. 111. PAYMENTS At least one (1) business day before each interest payment date (commencing with the interest payment date of June 1, 1984 and con- tinuing thereafter until the principal of and interest on the Obligations should have been fully paid or prepaid in accordance with their terms) the Municipality agrees to and shall pay to the Fiscal Agent, a sum equal to the amount payable as principal of -2- and the premium, if any, and interest on the Obligations on such interest payment date. Said interest and/or principal payment dates and amounts are outlined on Exhibit A. IV. CANCELLATION In every case of the surrender of any Obligation for the purpose of payment, the Fiscal Agent shall cancel and destroy the same and deliver to the Municipality a certificate regarding such cancellation. The Fiscal Agent shall be permitted to microfilm or otherwise photocopy and record said Obligations. V. REGISTRATION BOOK Fiscal Agent shall maintain in the name of the Municipality a Registration Book containing the names and addresses of all owners of the Obligations and the following information as to each Obligation: its number, date, purpose, amount, rate of interest and when payable. The Fiscal Agent shall keep confiden- tial said information in accordance with applicable banking and governmental regulations. VI. INTEREST PAYMENT Payment of each installment of interest on each Obligation shall be made to the registered owner of such Obligation whose name shall appear on the Registration Book at the close of business on the 15th day of the calendar month next preceeding the interest e -3- payment date and shall be paid by check or draft of the Fiscal Agent mailed to such registered owner at his address as it appears in such Registration Books or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent. VII. PAYMENT OF PRINCIPAL Principal shall be paid to the registered owner of an Obliga- tion upon surrender of the Obligation on or after its maturity or redemption date. In the event the Municipality exercises its option to redeem any of the Obligations, the Municipality shall direct the Fiscal Agent to give notice of such redemption by registered or certified mail at least 30 days prior to the date fixed for redemption to the registered owner of each Obligation to be redeemed in whole or in part at the address shown in the Registration Book. Such direction shall be given at least 35 days prior to such redemption date. The Obligations to be re- deemed shall be redeemed in inverse order of maturities (but within any maturity shall be selected by lot by the Fiscal Agent in such manner as the Fiscal Agent may determine). VIII. OBLIGATION TRANSFER & EXCHANGE The Municipality will supply the Fiscal Agent with printed Obligations numbering 4/5000 times the face amount of the issue no less than five business days prior to the closing which are to be complete except for: -4- 1. Name of registered owner 2. Face principal amount 3. Interest Rate 4. Maturity Date 5. Issuance Date 6. Authenticating signature The Fiscal Agent will prepare one Obligation for the full amount of each maturity in the name of a purchaser designated by the Municipality so as to be available for authentication by the Fiscal Agent in connection with the closing for the Obligations; said purchaser to become the first registered owner of the full issue upon the closing. The Fiscal Agent shall transfer Obliga- tions upon presentation of a written assignment duly executed by the registered owner or by such owner's duly authorized represen- tative. Upon such a transfer, new registered Obligation(s) of the same maturity, in authorized denomination or denominations in the same aggregate principal amount for each maturity shall be issued to the transferee in exchange therefor, and the name of such transferee shall be entered as the new registered owner in the Registration Book. No Obligation may be registered to bearer The Fiscal Agent may exchange Obligations of the issue for a like aggregate principal amount of Obligations of the same maturity in authorized whole multiples of $5,000. a The Obligations shall be initially dated September 1, 1983. Obligations issued on or after June 1, 1984 shall be dated as of the June 1 or December 1 next preceding their date of issue or, c if issued on a June 1 or December 1, as of such date. -5- The Obligations shall be numbered R-1 and upward. Upon any transfer or exchange, the Obligation or Obligations issued shall bear the next highest consecutive unused number or numbers. IX. AUTHENTICATION The Fiscal Agent shall sign the Certificate of Authentication on each Obligation on the date of delivery, transfer or exchange of such Obligation. The Fiscal Agent shall distribute and/or retain for safekeeping the Obligations in accordance with the direction of the registered owners thereof. X. STATEMENTS The Fiscal Agent shall furnish the Municipality with an accounting of interest and funds annually beginning December 15, 1984. XI. FEES The Municipality agrees to pay the Fiscal Agent an initial fee of $300 payable within 30 days of the closing of the Obligations and $300 annually thereafter until the final principal payment or redemption date and payable on the date principal is due. In the event the Municipality exercises its option of call, the Fiscal Agent shall be reimbursed for mailing costs related thereto. -6- XII. MISCELLANEOUS (a) In the event the check or draft mailed by the Fiscal Agent to the registered owner is not presented for payment within six years of its date, then the monies representing such nonpayment shall be returned to the Municipality or to such board, officer or body as may then be entitled by law to receive the same, together with the name of the registered owner of the Obligation and the last mailing address of record and the Fiscal Agent shall no longer be responsible for the same. (b) Resignations; Successor Fiscal Agent. Fiscal Agent may at any time resign by giving not less than 60 days written notice to Municipality. Upon receiving such notice of resignation, Municipality shall promptly appoint a successor Fiscal Agent by an instrument in writing executed by order of its governing body. If no successor Fiscal Agent shall have been so appointed and have accepted appointment within 60 days after such notice of resignation, the resigning Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor fiscal agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribes, appoint a successor fiscal agent. e 0 Any successor fiscal agent shall be qualified pursuant to Sec. 67.10(2) Wis. Stats., as amended. Any successor fiscal agent shall execute, acknowledge and deliver to Issuer and to its predecessor fiscal agent an instrument accepting such appointment hereunder, and thereupon the resignation -7- of the predecessor fiscal agent shall become effective and such successor fiscal agent, without any further act, deed or convey- ance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor, with like effect as if originally named as fiscal agent herein; but nevertheless, on written request of Municipality, or on the request of the successor, the fiscal agent ceasing to act shall execute and deliver an instrument transferring to such successor fiscal agent, all the rights, powers, and trusts of the fiscal agent so ceasing to act. Upon the request of any such successor fiscal agent, Municipality shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor fiscal agent all such rights, powers and duties. Any predecessor fiscal agent shall pay over to its successor fiscal agent any funds of the Municipality. a (c) Termination. This Agreement shall terminate six years after (i) the last principal payment on the Obligations is due (whether by maturity or earlier redemption) or (ii) the Munici- pality's responsibilities for payment of the Obligations are fully discharged, whichever is later. The parties realize that any funds hereunder as shall remain upon termination shall be turned over to the Municipality after deduction of any unpaid fees and disbursements of Fiscal Agent. Termination of this Agreement shall not, of itself, have any effect on Issuer's obligation to pay the outstanding Obligations in full in accord- ance with the terms thereof -8- IN WITNESS WHEREOF, the parties have executed this Agreement, being duly authorized so to do, each in the manner most appropriate to it, on the date first above written. B CITY OF MUSKEGO BY 4 Mayor sty’ Clerk FIRST BANK (N.A.) ~~ BY Title Attest Title SERSO : R -9- EXHIBIT B NOTICE OF CALL TO HOLDERS OF DATED 'JULY 1, 1982 GENERAL OBLIGATION PROMISSORY NOTES of CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN PLEASE TAKE NOTICE that Notes numbered of the above-described issue of Notes, which mature October 1, 1984, have been called for prior payment on April 1, 1984. Upon pre- sentation and surrender of said Notes, with all unmatured coupons attached to American National Bank and Trust Company, St. Paul, Minnesota, the paying agent of said Notes, the holders thereof will be paid the principal amount of the Notes and accrued interest to the date of redemption. The Notes will cease to bear inerest on April 1, 1984. BY ORDER OF THE COMMON COUNCIL Dated SER88: 0 EXHIBIT C Trust Agreement to Assure Payment of Obligations day of qualified as a public depository in the State of Wisconsin ("Trustee") and the City of Muskego, Waukesha County, Wisconsin ( "City" ) . This Trust Agreement is made and entered into this , 1983, by and between First Bank (N.A.), Recitals The City has an issue of $1,840,000 Promissory Notes dated July 1, 1982 outstanding, $200,000 of which mature on October 1, and $1,640,000 of which mature on October 1, 1984, and bear 1983, and bear interest at 9.25% per annum (the "1983 Maturities") will pay the 1983 Maturities from funds on hand. The 1984 interest at 9.75% per annum (the "1984 Maturities"). The City Maturities are callable in whole or in part on October 1, 1983 or any interest payment date thereafter at par plus accrued interest. The City has issued its $5,390,000 General Obligation Promissory Notes (the "1983 Notes") initially dated September 1, 1983, a portion of the proceeds of which (the "Refunding Proceeds"), will be used to pay and discharge $1,415,000 principal amount of the 1984 Maturities (the "Refunded Notes") on April 1, 1984 and payment in a timely manner. desires that Trustee hold funds for such payment and make such the Refunding Proceeds. Trustee has been appointed depository of certain proceeds of herein set forth, the parties therefore agree: In consideration of the mutual covenants and agreements 1. Initial Trust Deposit. Concurrently with the execution of this Aareement, the City has deposited the Refunding Proceeds in the amount of $ the amount of $ -, together with funds of the City in payment and redemption of the Refunded Notes, together with any herein. investment income accruing thereto, in trust only as set forth , which sum shall be applied toward 2. Additional Trust Deposits; City Warranty. The City represents and warrants that this trust deposit, when held, invested and paid in accordance herewith will be sufficient to make all payments required hereby, and agrees that if at any time it shall appear to Trustee that such trust deposit will not be so sufficient, it will, upon notice by the Trustee, forthwith deposit in the trust fund money to the extent required to meet fully the e payments required hereby the trust deposit and accepts the trust herein imposed. Trustee 3. Acceptance of Trust. Trustee acknowledges receipt of expressly waives any lien upon or claim against any of the property now or hereafter held under this Agreement. For its services as trustee hereunder, the Trustee shall be paid a fee of $ 4. Application of Trust Deposits. Trustee shall deposit the trust deposit hereunder into a Trust Fund to be used and invested as set forth in paragraphs 5 and 6 below. 5. Investment of Trust Fund. shall immediately purchase the United States government securities described on Schedule A hereto, in the principal amount of and for the price of $ and immediately deposit the pur- chased securities into the Trust Fund. The balance of the Trust Fund shall be invested at the direction of the City, but only in the following classes of investments: time deposits in any bank, savings bank, trust company or savings and loan association which is authorized to transact business in this state, such time deposits maturing in not more than one year, or in bonds or securities issued or guaranteed as to principal and interest of 0 the U.S. Government, or of a commission, board or other instru- mentality of the U.S. Government. (a) Investment of Trust Fund Monies. The Trustee the investment of the monies in the Trust Fund shall accrue to the Trust Fund and shall be used together with the initial deposit under paragraph 1 and any additional deposit under paragraph 2 to make the payments provided in paragraph 6. 6. Disbursement of Trust Fund. (b) Investment Proceeds. The proceeds received from 1983. the Trustee shall apply monies in the Trust Fund to payment (a) Redemption of 1984 Maturities. On October 1, " - of interest on the 1984 Maturities by paying to American National Bank and Trust Company, St. Paul, Minnesota, the paying agent of On April 1, 1984, Trustee shall apply monies in the Trust Fund to the 1984 Maturities (the "Paying Agent") the amount of $ payment of and retirement of the Refunded Notes by transferring to the Paying Agent the amounts set forth below: (i) $1,415,000 principal, or $1,640,000 principal if the Trustee has been supplied with additional funds in the manner set forth below; and 1984 Maturities. (ii) $ accrued interest with respect to the The Trustee shall cause notice of call in the form attached hereto as Exhibit A to be published once not less than thirty a which customarily publishes like notices as a part of its regular days prior thereto in a newspaper published in Chicago, Illinois, service. The Trustee shall give notice of call of the 1984 -2- Maturities if the City furnishes it with an additional S prior to the time such notice is prepared for publication. 0, Otherwise the Trustee shall give notice of call of the Refunded Notes alone. keep all monies, securities and other properties deposited here- (b) Separate Funds; Accountability. Trustee shall under, all investments and all interest thereon and-profits therefrom, at all times in the special fund and separate trust deposit with it; shall never commingle such deposits, investments account, wholly segregated from all other funds and securities on never at any time use, loan or borrow the same in any way. The and proceeds with other funds or securities of Trustee; and shall funds and account established hereunder shall be held separately and distinctly and not commingled with any other such fund or quiring Trustee to keep the identical monies, or any part there- account. Nothing herein contained shall be construed as re- of, received from or for the City's account, on hand, but monies of an equal amount shall always be maintained on hand as funds held by Trustee as trustee belonging to the City, and a special account thereof, evidencing such fact, shall at all times be maintained on the books of the Trustee. Trustee shall, to the extent practicable, continously secure all cash held hereunder 0 with noncallable legal obligations of the United States of America in an amount at all times at least equal to the aggregate amcrunt of such cash. In the event Trustee is unable or fails to account for any property held hereunder, such property shall be and remain the property of the City, and if, for any reason, such property cannot be identified, all other assets of Trustee shall be be entitled to the preferred claim upon such assets enjoyed by impressed with a trust for the amount thereof and the City shall not be deemed to be a banking deposit of the City to the extent any trust beneficiary. Property held by Trustee hereunder shall that Trustee shall have no right or title with respect thereto of withdrawal thereof. (including any right of set-off) and the City shall have no right to inquire into or be in any way responsible for the performance or nonperformance by the City of any of its obligations or to protect any of the City's rights under any bond proceeding or any of the City's other contracts with or franchises or privileges from any state, county, municipality or other governmental agency or with any person. Trustee shall not be liable for any act dcne or step taken or omitted by it, or for any mistake of fact or good faith and in the exercise of reasonable care and believed by law, or for anything which it may do or refrain from doing in it to be within the discretion or power conferred upon it by this Agreement, except for its negligence or its default in the per- formance of any obligation imposed upon it hereunder. Trustee or statements contained herein, including without limitation (c) Liability. Trustee shall be under no obligation @ shall not be responsible in any manner whatsoever for the recitals -3- those as to the sufficiency of the trust deposit to accomplish the purposes hereof or in the 1983 Notes or in any proceedings e taken in connection therewith, but they are made solely by the City. any time resign by giving not less than 60 days written notice to the City. Upon receiving such notice of resignation, the City writing executed by order of its governing body. If no successor shall promptly appoint a successor trustee by an instrument in trustee shall have been so appointed and have accepted appointment within 60 days after such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribes, appoint a successor trustee. (d) Resignations; Successor Trustee. Trustee may at have full banking and trust powers, be a qualified depository of the City, have its principal office in Wisconsin and have a combined capital and surplus of at least $5,000,000. Any successor trustee shall be a state or national bank, Any successor trustee shall execute, acknowledge and deliver to the City and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation of the predecessor trustee shall become effective and such successor become vested with all the rights, powers, trusts, duties and trustee, without any further act, deed or conveyance, shall obligations of its predecessor in the trusts hereunder, with like effect as if originally named as trustee herein; but nevertheless, on written request of the City, or on the request of the successor trustee, the Trustee ceasing to act shall execute and deliver an trusts herein expressed, all the rights, powers, and trusts of instrument transferring to such successor trustee, upon the the Trustee so ceasing to act. Upon the request of any such successor trustee, the City shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and duties. Any predecessor trustee shall pay over to its successor trustee a proportional part of the Trustee’s fee hereunder. 7. Miscellaneous. - entered into by the City and Trustee for the benefit of the (a) Third-party Beneficiary. This Agreement has been - holders of the-Refunded-Notes and is not revocable by the City payment of principal of and interest on the Refunded Notes in or Trustee. The Trust Fund has been irrevocably pledged to the accordance with this Agreement. Notwithstanding the foregoing, this Agreement shall not be construed as creating any rights in or obligations to any person other than the parties hereto. a -4- (b) Severability. If any section, paragraph, clause for any reason, the remainder of this Agreement shall remain in remainder of this Agreement would have been entered into by the full force and effect, it being expressly hereby agreed that the parties hereto notwithstanding any such invalidity. or provision, of this Agreement shall be invalid or ineffective D B (c) Termination. This Agreement shall terminate on ,April 2, 1984. The parties realize that any funds hereunder as shall remain upon termination shall be turned over to the City Termination of this Agreement shall not, of itself, have any after deduction of any unpaid fees and disbursements of Trustee. effect on the City's obligation to pay the 1984 Maturities in full in accordance with the terms thereof. B IN WITNESS WFIEXEOF. the parties have executed this Agreement, being duly authorized so to do, each in the manner most appropriate to it, on the date first above written. (SE.45) CITY OF MUSKEGO, WAUKESHA COUNTY, W I SCONS IN Attest city Clerk FIRST BANK (N.A.) I BY Title (SEAL) Attest Tit ie -5- SCHEDULE A -6- EXHIBIT A NOTICE OF CALL TO HOLDERS OF DATED JULY 1, 1982 GENEqAL OBLIGATION PROMISS3RY NOTES of CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN PLEASE TAKE NOTICE that Notes numbered of the above-described issue of Notes, which mature October 1, 1984, have been cailed for prior payment on April 1, 1984. Upon pre- sentation and surrender of said Notes, with all unmatured coupons !@ attached to American National Eank and Trust Company, St Paul, Minnesota, the paying agent of said Notes, the hclders thereof will be paid the principal amount of the Notes and accrued interest to the date of redemption. The Notes will cease to bear interest on April 1, 1984. BY ORDER OF THE COMMON COUNCIL Dated ssma: o of Common Council Held August 23, 1983 Excerpts of Minutes of Meeting ' A regular meeting of the Common Council of the City of Muskego, Waukesha County, Wisconsin, was held in open session on August 23, 1983 Council Chambers, City Hall. The following Aldermen were present: and called to order by His Honor, Mayor Salentine at 7:50 P.M. in th,e Mitchel Penovich, Frank De Angelis, Eugene Gaetzke and Richard S. Nilsson, Jr., Charles Colburn, Ralph R. Tomczyk, Edwin P. Dumke - The following Aldermen were absent: None meeting of the Common Council. Notice of this meeting was given to the The Mayor opened the meeting by announcing that this was an open to the meetina bv forwardina the - public at least 24 hours prior complete agenda to the officia 0 as well as Dostinq. CoDies of Sun , and to a inspection at the-City Clerk's to forthcoming meetings should " .1 City newspaper, the Muskeqo 11 news media who have requested the same the complete agenda were-available for contact the City Clerk's office. office. Anyone desiring information as (Here occurred matters not pertinent to the note issue.) The City Clerk announced that 3 sealed bids had been received for the note issue, which had been advertised for bids pursuant to the action of the Council. The City Clerk read the following details as to each bid submitted: BID TABULATION $5,390,000 General Obligation Promissory Notes City of Muskego. Wisconsin w: Tuesday, August 23, 1983 AWARD: THE NORTHERN TRUST COMPANY Tied With CONTINENTAL ILLINOIS NATIONAL BANK h TRUST COMPANY OF CHICAGO At5AC INSURED sap RATING m~" MOODY'S RATING "Baa-1'' COUPON NAME OF BIDDER RATE YEAR h RATE PRICE NET INTEREST COST +NORTHERN TRUST COMPANY Lhicago, Illinois Milwaukee, Wisconsin Chicago, Illinois A.G. Becker. Inc. LaSalle national Bank bseley, Hallgarten, Estabrook h Weeden. Inc. Channer ikwman Securities Company Croake Roberts, Inc. ROBERT W. BAIRD 8 COMPANY, INC. PRUDENTIAL-BACHE SECURITIES -IN ASSOCIATION WITH- MARINE BANK. N.A. Hilwaukee. Wisconsin .Blunt Ellis 8 Loewi, Inc. Wrican National Bank h Trust Company Ironin h Marcotte. Inc. of Chicago -TIE0 WITH- 6.50% 1985 7.00% 1986 7.40% 1987 8.9256% $4,033.262.50 $5,~9,150.00 7.70% 1988 8.7~~ 1992 8.50% 1991 8.00% 1989 8.25% 1990 9.00% 1993 I aIHENTAL ILLINOIS NATIONAL BANK h TRUST 6.50% 1985 COMPANY OF CHICAGO, Chicago, Illinois 7.00% 1986 $4,033,262.50 $5,309,150.00 Kidder, Peabody 8 Company, Inc. John Nuveen 8 Company, Inc. Drexel Burnham- Lambert Group, Inc. Griffin, Kubik, Stephens h Thompson, Inc. 8.00% 1989 Hutchinson. Shockey. Erley h Company 8.25% 1990 8.50% 1991 8.75% 1992 Securities, Inc. 9.00% 1993 -- "" on. Whipple & Company 8.9256% . . . . Bid Tabulation continued on reverse side . . . . City of Huskego. Wisconsin Tuesday, August 23, 1983 Page 2 COUPON NET INTEREST COST NAME OF BIDDER RATE YEAR & RATE PRICE HARRIS TRUST 8 SAVINGS BANK 6.50% 1985 $4,097,728.75 $5,314.540.00 Chicago, Illinois 7.00% 1986 THE FIRST NATIONAL BANK OF CHICAGO 7.40% 1987 9.0682% Chicago, Illinois 7.70% 1988 MERRILL LYNCH WHITE WELD CAPITAL MARKETS 8.00% 1989 GROUP, Chicago, Illinois 8.30% 1990 Dean Witter Reynolds, Inc. 8.70% 1991 Clayton Bmn & Associates, Inc. 9.00% 1992 Van Kampen & Merritt, Inc. 9.10% 1993 Burton J. Vincent, Chelsey & Company -IN ASSOCIATION WITH- DAIN BOSWORTH. INC. American National Bank 8 Trust Company First National Bank of Minneapolis The First National Bank of Saint Paul Moore, Juran & Company, Inc. Minneapolis, Minnesota of Saint Paul -IN ASSOCIATION WITH- FIRST WISCONSIN NATIONAL BANK OF MILWAUKEE Milwaukee. Wisconsin SMITH BARNEY, UPHAM HARRIS COMPANY, INC. Chicago, Illinois E.F. HUTTOH & COMPANY, INC. Chicago, Illinois Piper, Jaffray & Hopwood, Inc. Dougherty, Cbwkins. Strand & Yost, Inc. F&M Marquette National Rank EHLERS AND ASSOCIATES, INC. Minneapolis, Minnesota 55402 507 Marquette Avenue Telephone: (612) 339-8291