CCR1985115of Common Council Held June 5, 1985
Excerpts of Minutes of Meeting
A duly-convened meeting of the Common Council of the City of
Muskego, Waukesha County, Wisconsin, was held in open session on June
Council Chambers, City Hall. The following Aldermen were present:
5, 1985 and called to order by Mayor Salentine at - 7:30 P.M. in the
Penovich, Frank DeAngelis, David Taube and Edwin P. Dumke
Richard S. Nilsson, Jr., Daniel J. Hilt, Ralph R. Tomczyk, Mitchel
The following Aldermen were absent: None
The Mayor opened the meeting by announcing that this was an open
meeting of the Common Council. Notice of this meeting was given to the
public at least 24 hours in advance of the meeting by forwarding the
com2lete agenda to the official City newspaper, the Muskego Sun, and to
all news media who have requested the same as well as posting. Copies
of the complete agenda were available for ins2ection at the City
should contact the City Clerk’s office.
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B Clerk’s office. Anyone desiring information as to forthcoming meetings
(Here occurred matters not pertinent to the note issue.)
~ The City Clerk announced that 5 sealed bids had been received
action of the Council. The City Clerk indicated that each such bid was
for the note issue, which had been advertised for bids pursuant to the
details as to each bid submitted:
accompanied by a $50,000 good faith check and read the following
BID TABULATION
$2,500,000 General Obligation Promissory Notes
Muskego. Wisconsin
SALE: Wednesday, lune 5. 1985
AWARD: FIRST WISCONSIN NATIONAL BANK OF MILWAUKEE
RATING: "Baa-I"
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NAME OF BIDDER
COUPON NET INTEREST COST i
RATE YEAR & RATE PRICE 1
FIRST WISCONSIN NATIONAL BANK
OF MILWAUKEE
SMITH BARNEY, HARRIS UPHAM & Milwaukee, Wisconsin
COMPANY, INC.
New York. New York
NORWEST INVESTMENT SERVICES
Chicago, Illinois
Dougherty. Dawkins. Strand & Yost. Inc.
Miller & Schroeder Municipals, Inc.
Manley. Bennett. McDonald & Company
Ziegler Securities
DAlN BOSWORTH. INC.
Minneapolis, Minnesota
FIRST BANK MINNEAPOLIS
Minneapolis, Minnesota
FIRST BANK ST. PAUL
St. Paul. Minnesota
American National Bank & Trust Company
Moore. Juran & Company, Inc.
CONTINENTAL ILLINOIS NATIONAL BANK &
TRUST COMPANY OF CHICAGO
Chicago, Illinois
Chicago, Illinois
New York. New York
KIDDER. PEABODY & COMPANY, INC.
DREXEL BURNHAM & LAMBERT GROUP, INC.
Griffin, Kubik. Stephen9 & Thompson. Inc.
EHLERS AND ASSOCIATES, INC.
7.00%
7.50%
7.25%
8.10%
8.30%
6.75%
7.25%
7.50%
8.00%
8.25%
7.00%
7.50%
7.25%
8.50%
8.25%
1989
1990
1991
1995
I994
1989
1990
199 1
1994
I995
I989
1990
1991
1994
1995
$ 1.677.550.00
a.1831%
$1.678.000.00
8.1853%
$1.713.175.00
8.3569%
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$2,471.250.C0 j
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$2.457.500.00
$2.465.075.00
$2.500.000 C.O. Promissory Notes
Muskego. Wisconsin
COUPON NET INTEREST COST
NAME OF BIDDER RATE YEAR & RATE PRICE
THE NORTHERN TRUST COMPANY 7.00% 1989 $1.737.300.00 $2.453.300.0{
Chicago, Illinois 7.30% 1990
ROBERT W. BAIRD & COMPANY, INC. 7.60% 1991 8.4746%
Milwaukee, Wisconsin 8.40% 1994
Moseley, Hallgarten. Estabrook & Weeden. Inc. 8.50% 1995
Croake Roberts, Inc.
-IN ASSOCIATION WITH-
MARINE BANK. N.A.
Milwaukee. Wisconsin
HARRIS TRUST AND SAVINGS BANK
THE FIRST NATIONAL BANK OF CHICAGO
MERRILL LYNCH CAPITAL MARKETS
DEAN WITTER REYNOLDS, INC.
CLAYTON BROWN & ASSOCIATES, INC.
Van Kampen Merritt. Inc.
Chicago, Illinois
Chicago, Illinois
Chicago, Illinois
Chicago, Illinois
Chicago, Illinois
7.25% 1989 S 1.77 1,750.00 $2,457,750.00
7.50% 1990
7.75% 1991 8.6426%
8.50% 1974
8.75% 1995
EHLERS AND ASSOCIATES. INC.
507 MARQUETTE AVENUE
MINNEAPOLIS, MINNESOTA 55402
(612) 339-8291
ihe City Clerk read the following resolution:
/" Resolution NO. 115-85
Resolution Awarding Notes
Of $2,500,000 General Obligation Promissory Notes; and
WHEREAS this City has duly received sealed proposals for its issue
WHEREAS it has been determined that the best proposal received was
that submitted by First Wisconsin National Bank of Milwaukee and
associates:
NOW, THEREFORE, BE IT RESOLVED that the proposal of First Wisconsin
National Bank of Milwaukee and associates, be and it hereby is
execute an acceptance of the offer of said successful purchaser on
accepted and the Mayor and City Clerk are authorized and directed to
behalf of the City:
FURTHER RESOLVED that the check of the successful purchaser be
retained by the City Treasurer until actual closing of the note issue
and checks of the unsuccessful bidders be promptly returned.
Alderman Penovich moved that Resolution No.115-85be adopted.
Motion seconded by Alderman Tomczyk and carried by the following
vote:
Ayes : Nilsson, Hilt, Tomczyk, Penovich, DeAngelis, Taube and Dumke
Nos : None
The City Clerk read the following resolution:
Resolution No. 116-85
A Resolution Authorizing the City of Muskego
to Borrow the Sum of $2,500,000 Pursuant to
Section 67.12(12) of the Wisconsin Statutes
WHEREAS the City of Muskego, Waukesha County, Wisconsin (sometimes
hereinafter called the .City.) is presently in need of the sum of Two
Million Five Hundred Thousand Dollars ($2,500,000) for public purposes,
including paying part of the costs of water and sewer system
improvements and extensions, street improvements, storm drainage
projects and expansion of the City Hall and library: and
WHEREAS the Common Council of the City deems it necessary and in
the best interest of the City that the monies needed for such purposes
be borrowed pursuant to the provisions of Section 67.12(12), Wis.
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~ ,S.r upon the terms and conditions hereinafter provided; /
t ,/' 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 $2,500,000 General Obligation
Promissory Notes, issued for the purposes above stated, to f
for the purchase price of $ 2,471,250 .
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execute and deliver to said purchaser, for and on behalf of the City,
Section 2. The Notes. The Mayor and City Clerk shall make,
negotiable, general obligation promissory notes of the City, registered
as to both principal and interest, in the denomination of Five Thousand
Dollars ($5,000) each, or whole multiples thereof, numbered from R-1
upward and dated June 1, 1985 (the -Notes-). The Notes shall mature on
June 1 of each of the years and shall bear interest as follows:
Year - Amount Interest
1989 $ 200,000
1990
7.00 %
200,000 7.25
1994
1991 400,000 7.50
700,000 8.10
1995 1,000,000 8.30
Said interest shall be payable on June 1 and December 1 of each year,
commencing December 1, 1985.
0 established.
The Notes shall be callable as provided in the note form herein
Section 3. Form of Notes. The Notes shall be in substantially
the following form: "_
*First Wisconsin National Bank of Milwaukee
3
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UNITED STATES OF AMERICA
COUNTY OF WAUKESHA
STATE OF WISCONSIN
CITY OF MUSKEG0
GENERAL OBLIGATION PROMISSORY NOTE
Date of
Number - Rate Maturity Date Original Issue Amount CUSIP
R- June 1, 1985 $
FOR VALUE RECEIVED, the City of Muskego, Waukesha County,
d
- Wisconsin, promises to pay to
the principal amount of DOLLARS ($ )
on the maturity date specified above, together with interest thereon
" , or registere2 ~ assigns,
from June I, 1985 or the most recent pasent date to which interest has
been paid, unless the date of authentication of this Note is after the
15th day of the calendar month immediately preceding an interest
payment date, in which case interest :ill be paid from such interest
payment date, at the rate per annum specified above, such interest
being payable on the first days of June and December in each year, with
the first interest on this issue being payable on December 1, 1985.
Notes of this issue maturing in the years 1994 and 1995 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 maturity (but within any
maturity by lot) on June I, 1992 or any interest payment date
thereafter at the price of par plus accrued interest to the date of
redemption. Notice of such call shall be given by mailing a notice
thereof by registered or certified mail at least thirty (30) days prior
to the date fixed for redemption 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 in lawful money of the United States of
America, 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
Wisconsin, the Fiscal Agent, or any successor thereto. Interest hereon
Note at the principal office of First Bank (N.A.), Milwaukee,
payment date and mailed from the office of the Fiscal Agent to the
shall be payable by check or draft dated as of the applicable interest
on the fifteenth day of the calendar month next preceding each interest
person in whose name this Note is registered at the close of business
payment date.
This Note is transferable only upon the books of the City kept for
successor thereto, by the registered owner in person or his duly
that purpose at the principal office of the Fiscal Agent, or any
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
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7 ,is duly authorized attorney. Thereupon a new Note or Notes of the
.ne aggregate principal amount, series and maturity shall be issued to
ne transferee in exchange therefor. The City and Fiscal Agent may
.deem and treat the person in whose name this Note is registered as the
absolute owner hereof for the purpose of receiving payment of or on
account of the principal or interest hereof and for all other purposes.
without coupons in authorized denominations of $5,000 or any whole
The Notes are issuable solely as negotiable, fully-registered Notes
multiple thereof.
This Note is issued pursuant to the provisions of Section
67.12(12), Wisconsin Statutes, for public purposes, including paying
extensions, street improvements, storm drainage projects and expansion
part of the costs of water and sewer system improvements and
of the City Hall and library, and is authorized by a resolution of the
meeting duly convened on June 5, 1985, which resolution is recorded in
Common Council of the City, duly adopted by said Common Council at its
the official book of its minutes for said date and is referred to as
Resolution No. 116-85in 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 2erformed in due form and time; that the aggregate indebtedness of
the City, including this Note and others authorized simultaneously
herewith, does not exceed any limitation imposed by law or the
with interest thereon when and as payable.
direct, annual irrepealable tax sufficient to pay this Note, together
0 Constitution of the State of Wisconsin; and that the City has levied a
! No delay or omission om the part of the owner hereof to exercise
any right hereunder shall impair such right or be considered as a
waiver thereof or as a waiver of or acquiescence in any default
hereunder.
IN WITNESS WHEREOF, the Common Council of the City of Muskego,
Waukesha County, Wisconsin, has caused this Note to be signed on behalf
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
specified above.
impressed or imprinted hereon, all as of the date of original issue
Date of Authentication:
CITY OF MUSKEGO,
WAUKESHA COUNTY: WISCONSIN
BY (facsimile) CityTlerk BY (facsimile)
Mayor
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(Form of Certificate of Authentication)
CERTIFICATE OF AUTHENTICATION
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/ This Note is one of the Notes of the issue authorized by 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
Assignee)
(Please print or typewrite name and address, including zip code, of
Please insert Social Security or other identifying number of Assignee
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to transfer said Note on the books kept for the registration
thereof with full power of substitution in the premises.
Dated:
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Note in every
particular, without alteration or
enlargement or any change whatever.
Signature(s1 guaranteed by:
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Section 4. Tax Provisions.
paying the principal of and interest on each of said Notes as the same 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:
(A) Direct, Annual Irrepealable Tax. For the purpose Of
$6 Clty are hereby irrevocably pledged and there be and there hereby is
For the year 1985
For the year 1986
For the year 1987
For the year 1988
For the year 1989
For the year 1990
For the year 1991
For the year 1992
For the year 1993
For the year 1994
$ 297,300
198,200
198,200
391,200
554,700
376,950
139,700.
139,700
1,041,500
811,350
(B) Tax Collection. The City shall be and continue without
power to repeal such levy or obstruct the collection of said tax until
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 Debt
Service Account created in Section 5(A) hereof. e
insufficient funds from the aforesaid tax levy sufficient to meet
principal and/or interest payments on said Notes when due, the
requisite amounts shall be paid from other funds of the City then
available, which sums shall be replaced upon the collection of the
taxes herein levied.
(C) Additional Funds. If at any time there shall be on hand
(D) Appropriation. There be and there hereby is
appropriated from funds of the City on hand a sum sufficient to be
deposited in the Debt Service Account to meet payments with respect to
debt service on the Notes due on December If 19135~ which sum may be
returned to the general fund upon collection of the taxes herein levied
for the year 1985.
Section 5. Debt Service Fund and Account.
established in the treasury of the City, there be and there hereby is
established a separate and distinct account designated as the "Debt
dated June 1, 1985,. (the 'Debt Service Account') and such account
Service Account for $2,500,000 'General Obligation Promissory Notes'
shall be maintained until the indebtedness evidenced by the Notes is
fully paid or otherwise extinguished. The City Treasurer shall deposit
in such Debt Service Account [i) all accrued interest received by the
(A) Deimsits. Within the debt service fund previously
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j at the time of delivery of and payment for the Notes; (ii) the
.nd interest on the Notes when due; (iii) such other sums as may be
.xes herein levied for the specific purpose of meeting principal of
necessary at any time to pay principal of and interest on the Notes
when due; (iv) any premium which may be received by the City above the
par value of the Notes and accrued interest thereon; (v) surplus monies in the Borrowed Money Fund as specified in Section 6 hereof; and (vi)
such further deposits as may be required by Sec. 67.11, Wis. Stats.
(B) Use and Investment. No money shall be withdrawn from
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the Debt Service Account and appropriated for any purpose other than
the payment Of principal of and interest on the Notes until all such
principal and interest has been paid in full and canceled; provided (i)
the Notes prior to the scheduled receipt of taxes from the next
the funds to provide for each payment of principal of and interest on
succeeding tax collection may be invested in direct obligations of the
United States of America maturing in time to make such payments when
principal and interest payments on the Notes may be used to reduce the
they are due; and (ii) any funds over and above the amount of such
next sl'cceeding tax levy, or may, at the option of the City, be
invested by purchasing the Notes as permitted by and subject to Section
States of America, or in other obligations of the City, which
67.11(2) (a), Wis. Stats., in interest-bearing obligations of the United
investments shall continue a part of the Debt Service Account.
(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 Debt Service Account shall be deposited in the
general fund of the City, unless the Common Council directs otherwise.
Section 6. Proceeds of the Notes. All monies received by the
City upon the delivery of the Notes to the purchaser thereof, except
City Treasurer into a special fund which shall be maintained separate
for accrued interest and premium, if any, shall be deposited by the
and distinct from all other funds of the City and shall be used for no
not immediately needed for such purposes may be invested in time
purpose other than the purposes for which the Notes are issued. Monies
deposits in any bank, trust company or savings and loan association
one year of the date of investment or the date such deposits are
licensed to do business in Wisconsin, such deposits to mature within
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,
Notes have been issued have been accomplished, and, at any time, any
remaining in the Borrowed Money Fund after the purposes for which the
monies as are not needed and which obviously thereafter cannot be
needed for such purposes shall be deposited in the Debt Service
Account.
Section 7. No Arbitrage. All investments permitted by this
resolution shall be leaal investments. but no such investment shall be ~~
made in such a manner as would cause the Notes to be .arbitrage bonds"
within the meaning of Section 103(c)(2) of the Internal Revenue Code of
1954, as amended, or the Regulations of the Commissioner of Internal
~~
8
nue thereunder; and an officer of the City, charged with the
.pOnsibility for issuing the Notes, shall certify as to facts,
,timates, circumstances and reasonable expectations in existence on
not "arbitrage bonds," within the meaning of said Code or Regulations.
;he date of closing which will permit the conclusion that the Notes are
)J Section B. Fiscal Agent. The City will enter into a contract
with First Bank (N.A.), Milwaukee, Wisconsin, to serve as its fiscal r
which contract shall be in substantially the form attached hereto as agent with respect to the Notes pursuant to Wis. Stats. Sec. 67.10(2),
Exhibit A. The Mayor and City Clerk are hereby authorized to enter into
such contract on the 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 reaistration and for the transfer of the
Section 9. Persons Treated as Owners; Transfer of Notes. The
Notes to be kept by the fiscal agGnt. The person in whose name any
owner thereof for all purpLses and payment of either principal or Note shall be registered shall be deemed and regarded as the absolute
interest on any Note shall be made only to the registered owner
discharge the liability upon such Note to the extent of the sum or sums
thereof. All such payments shall be valid and effectual to satisfy and
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
principal amount, series and maturity and shall record the name of each
transferee or transferees a new Note or Notes of a like aggregate
transferee in the registration book. No registration shall be made to
bearer. The fiscal agent shall cancel any Note surrendered for
I transfer.
The fifteenth day of each calendar month next preceding each
of interest on the Notes on any interest payment date shall be made tO
interest payment date shall be the record dates for the Notes. Payment
the registered owners of the Notes as they ap2ear on the registration
book of the fiscal agent on the corresponding record date.
Section 10. Records. The City Clerk shall provide and keep a
every step or proceeding had or taken in the course of authorizing and
separate record book and shall record a full and correct statement Of
issuing these Notes.
Section 11. Closing. The Mayor and City Clerk of the City are
hereby authorized and directed to execute and deliver the Notes to the
purchaser thereof upon receipt of the borrowed funds, accrued interest
execute the Notes by manual or facsimile signature , but, unless the
to date of delivery and premium, if any. The Mayor and City Clerk may
City has contracted with the fiscal agent to authenticate the Notes, at
least one of said officers shall sign the Notes manually.
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J The officers of the City are hereby directed and authorized to
practicable hereafter, in accordance with the terms of sale thereof;
cake 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 acknowledgments as may be
necessary or convenient in accordance therewith.
Adopted, approved and recorded June i, 1985.
(SEAL )
Attest:
Alderman TomczYk moved that Resolution NO. 1l6-85 be adopted.
Motion seconded by Alderman Penovlch and carried by the following
vote:
Ai": Nilsson, Hilt, Tomczyk, Penovich, DeAngelis, Taube and Dumke
NOS: None
Mayor and City Clerk signed same in the appropriate manner in open
The Mayor declared the resolution adopted and approved and the
meeting.
(Here occurred business not pertinent to the note issue.)
There being no further business to come before the meeting, the
meeting adjourned. -
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EXHIBIT A
FISCAL AGENCY AGREEMENT f
THIS AGREEMENT, made as of this 1st day of June, 1985, between the
City Of Muskego, Wisconsin ("Municipality"), and First Bank (N.A.),
Milwaukee, Wisconsin ("Bank' or "Fiscal Agent').
WITNESSETH:
WHEREAS, the Municipality has authorized the issuance of its
$2,500,000 General Obligation Promissory Notes, dated June 1, 1985 (the
'Obligations") pursuant to resolutions adopted by the Municipality on
-8ay 14, 1985 and June 5, 1985; and
WHEREAS, the Municipality is issuing the Obligations in registered
form pursuant to Section 103 of the Internal Revenue Code of 1954, as
amended, and applicable Treasury Regulations promulgated thereunder;
and
WHEREAS, pursuant to the resolution adopted on June 5, 1985 and
Sec. 67.10(2) Wis. Stats. the Municipality has authorized the
appointment of 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.
NOW, THEREFORE, the Municipality and the Bank hereby agree as
follows:
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J 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 Obligations.
111. PAYMENTS
At least one business day before each interest payment date
(commencing with the interest payment date of December 1, 1985 and
continuing 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, in good funds available to the Fiscal Agent on the interest
payment date, a sum equal to the amount payable as principal of,
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 Schedule A.
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i 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 :'micipality 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 confidential said information in accordance
0 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 preceding the interest payment date and
shall be paid by check OK draft of the Fiscal Agent mailed to such
registered owner at his address as it appears in such Registration Book
or at such other address as may be furnished in writing by such
registered owner to the Fiscal Agent.
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,/ VII. PAYMENT OF PRINCIPAL J Principal shall be paid to the registered owner of an Obligation
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 mailing a notice thereof 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 45 days prior to such
redemption date. The Obligations to be redeemed shall be redeemed in
inverse order of maturity and, within any maturity, shall be selected
by lot by the Fiscal Agent in such manner as the Fiscal Agent may
determine.
VIII. OBLIGATION TRANSFER h EXCHANGE
The Municipality will supply the Fiscal Agent with - printed
Obligations no less than five business days prior to the closing which
are to be complete except for:
1. Name of registered owner
2. Face principal amount
3. Interest rate
4. Maturity date
5. Date of Authentication
6. Authenticating signature
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7. CUSIP Number
The Fiscal Agent will prepare one Obligation in the full principal
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; such
purchaser to become the first registered owner of the entire issue upon
the closing. The Fiscal Agent shall transfer Obligations upon
presentation of a written assignment duly executed by the registered
owner or by such owner's duly authorized representative. 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 princi2al amount of Obligations of the
same maturity in authorized whole multiples of $5,000.
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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 and date the Certificate of
Authentication on each Obligation on the date of delivery, transfer or
exchange of such Obligation. The Fiscal Agent shall distribute the
Obligations in accordance with the direction of the registered owners
thereof.
/ X. STATEMENTS
i ng The Fiscal Agent shall furnish the Municipality with an account
of interest and funds annually beginning December 15, 1985.
XI. FEES -
The Municipality agrees to pay the Fiscal Agent fees for its
services hereunder in the amounts set forth on Schedule B hereto.
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
6
I
flintment of a successor fiscal agent. Such court may thereupon,
/' after such notice, if any, as it may deem proper and prescribes,
Y .appoint a successor fiscal agent. The resignation of the fiscal agent
shall take effect only upon appointment of a successor fiscal agent and
such successor fiscal agent's acceptance of such appointment.
The Fiscal Agent may also be removed by the Municipality at any
time upon not less than 60 days' written notice. Such removal shall
take effect upon the appointment of a successor fiscal agent and such
successor fiscal agent's acceptance of such appointment.
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 Municipality and to its predecessor fiscal agent an instrument
accepting such appointment hereunder, and thereupon the resignation Of
the predecessor fiscal agent shall become effective and such successor
fiscal agent, without any further act , deed or conveyance, 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
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/' nicipality.
(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 Municipality'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
Municipality's obligation to pay the out,.mding Obligations in full in
accordance with the terms thereof.
(d) Execution in Counterparts. This Agreement may be
simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the Same
instrument.
. /
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.
CITY OF MUSKEG0
City Clerk
FIRST BANX (N.A.)
Fiscal Agent
BY Title
Attest
Title
9
Payment Date
SCHEDULE A
Debt Service Schedule
$2,500,000 City of Muskego, Wisconsin
General Obligation Promissory Notes
dated June 1, 1985
See next page
Interest
Principal Rate Interest Total
10
%/
sTHEDULE OF PRINCIPFIL FIND INTEREST PFIYHENTS J $2r500r000 G. 0. PROMISSORY NOTES
CITY OF HUSKEGO, WISCONSIN
PFIGE NO. 1
DQTE
12/ 1/1985
6/ 111986
12/ 1/1986
6/ 1/1987
12/ 1/1987
6/ 1/1988
121 1/1988
6/ 1/1989
12/ 1/1989
6/ 1/1990
12/ 1/1990
6/ 1/1991
12/ 1/1991
6/ 1/1992
121 111992
6/ 1/1993
12/ 1/1993
6/ 1/1994
12/ 1/1994
61 111995
PRINCIPFIL RATE
$200,000 7.000%
$200,000 7.250%
$400,000 7.500%
00 7.500%
$0 7.5002
$700,000 8.100%
$1,000,000 8.300):
$2,5001000
INTEREST
$99,100.00
$99,100.00
$99,100.00
399,100.00
899r100.00
$99,100.00
$C9,100.00
$99,100.00
$92,100.00
$92,100.00
384,850.00
$84,850.00
$69,850.00
$69,850.00
$69,850.00
$69,850.00
$69,850.00
$69,850.00
$41,500.00
641~500~00
SCHEDULE A
TOTRL REGISTRRR FEE
$99,100.00 "____"____"_
399,100. 00 "___"__"_"_
$99 I 100.00 """"""" -
$99,100.00 ___""__"""
599r100.00 ______________ -
899,100.00 _____________- -
$9Y , 100.00 """""_""
$299r100-00 _______________
$92,100-00 _______________
$292,100.00 ______________-
$84 I 850.00 _______________
$484,850.00 _______________
$69,850.00 _______________
$69,850 m 00 ______________ -
369 P 850 - 00 _______________
$69,850.00 _____________- -
$69,850.00 ________-____--
$769,850.00 _____________--
$41~500.00 _____________- -
61,041,500.00 _______."-_-- --
$1,648,800.00 84,148r800.00
PRCGRFlH 'BRBOOK', MPYRIGHT EWERS 6 CISSM:., INC. 1983
SCHEDULE B
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