CCR1986000of Common Council Held June 24, 1986
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
24, 1986 and called to order by Mayor Salentine at P.M. in the
Council Chambers, City Hall. The following Aldermen were present:
Harold L. Sanders, Mitchel Penovich, Frank DeAngelis, David Taube
Mayor Wayne G. Salentine and Alderman Pattrick Patterson, Daniel H. Hilt,
and Edwin P. Dumke
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
complete 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 inspection .at the City
Clerk's office. Anyone desiring information as to forthcoming meetings
should contact the City Clerk's office.
(Here occurred matters not pertinent to the note issue.)
The City Clerk announced that 7 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 indicated that each such bid was
accompanied by a $44,500 good faith check and read the following
details as to each bid submitted:
. _'
BID TABULATION
$2,225,000 General Obligation Promissory Notes
City of Muskego. Wisconsin
SALE: Tuesday, June 24. 1986
AWARD: THE NORTHERN TRUST COMPANY
RATING: Aaa/AAA with MBlA Insurance
1 NAME OF BIDDER
COUPON NET INTEREST COST
RATE YEAR 8 RATE PRICE
THE NORTHERN TRUST COMPANY 5.50% 1989 $1.431.553.00 $2.197.697.00
Chicago, Illinois 6.00% 1990
ROBERT W. BAIRD B COMPANY, INC. 6.20% 1991 7.1488%
Milwaukee, Wisconsin 7.00% 1995
MARINE BANK, N.A. 7.10% 1996
Chicago, Illinois
Chicago, Illinois
PRUDENTIAL-BACHE SECURITIES. INC.
LaSalle National Bank
Moseley Securities Corp.
Croake Roberts, Inc.
e
HARRIS TRUST AND SAVINGS BANK
MERRILL LYNCH CAPITAL MARKETS
Chicago, Illinois
DEAN WITTER REYNOLDS, INC.
PAINEWEBBER. INC.
American Fletcher National Bank
Van Kampen Merritt. Inc.
Chicago, Illinois
Chicago, Illinois
Chicago, Illinois
FIRST WISCONSIN NATIONAL BANK
OF MILWAUKEE
NORWEST INVESTMENT SERVICES, INC.
E.F. HUTTON & COMPANY. INC.
M & I Marshall & llsley Bank
Dougherty. Dawkins. Strand & Yost. Inc.
Ziegler Securities, Inc.
Milwaukee. Wisconsin
Chicago, Illinois
Chicago, Illinois
EHLERS AND ASSOCIATES, INC.
5.50% 1989
5.75% 1990
6.00% 1991
7.00% 1995
7.10% 1996
5.50% 1989
5.75% 1990
6.00% 1991
7.00% 1995
7.20% 1996
$1.434.194.75 $2,193.055.25
7.1620%
f1.441.725.00 $2.200.525.00
7.1996%
R'
$2@.000 General Obligation Promissory Notes
Ci f Muskeao. Wisconsin
Tuesday. June-24. 1986
Page 2
NAME OF BIDDER COUPON NET INTEREST COST
RATE YEAR & RATE PRICE
BLUNT. ELLIS & LOEWI. INC.
Chicago, Illinois
5.50%
6.10%
5.80%
7.10%
7.15%
CLAYTON BROWN & ASSOCIATES, INC. 5.15%
6.25%
6.00%
7.00%
7.25%
Chicago, Illinois
THE FIRST NATIONAL BANK OF CHICAGO 5.70%
6.00%
6.25%
7.20%
7.40%
Chicago, Illinois
DAIN BOSWORTH, INC.
American National Bank & Trust Company
Minneapolis, Minnesota
of Saint Paul
Moore. Juran & Company. Inc.
6.00%
5.75%
6.25%
7.30%
7.60%
1989
1991
I990
1996
I995
$1.446,715.00 $2.192.560.00
7.2245%
I989 $1.049.258.00
1990
$2,203.492.00
1991 7.2312%
I995
1996
I989
1990
1995
1991
1996
I989
I990
1991
I995
I996
S 1.488.900.00 ~~.19~.eso.oo
7.4352%
$1.525.100.00 $2,191,625.00
7.61 59%
EHLERS AND ASSOCIATES, INC.
507 MARQUETTE AVENUE
MINNEAPOLIS, MINNESOTA 55402
(6 12) 339-829 I
"
/'
The City Clerk read the following resolution:
,J Resolution No. 135-86
Resolution Awarding Notes
WHEREAS this City has duly received sealed proposals for its issue
of $2,225,000 General Obligation Promissory Notes; and
that submitted by The Northern Trust Company
associates;
WHEREAS it has been determined that the best proposal received was
and
NOW, THEREFORE, BE IT RESOLVED that the proposal of The
Northern Trust Company and associates, be and it hereby is
accepted and the Mayor and City Clerk are authorized and directed to
behalf of the City;
execute an acceptance of the offer of said successful purchaser on
FURTHER RESOLVED that the check of the successful purchaser be
and checks of the unsuccessful bidders be promptly returned.
retained by the City Treasurer until actual closing of the note issue
Alderman Penovich moved that Resolution No. 135-86 be adopted.
Motion seconded by Alderman .Dumke and carried by the following
vote :
A~~~: patterson, ~ilt, Sanders, Penovich, DeAngelis, Taube and Dumke
Nos : None
The City Clerk read the following resolution:
Resolution No. 135a-86
A Resolution Authorizing the City of Muskego
Section 67.12(12) of the Wisconsin Statutes
to Borrow the Sum of $2,225,000 Pursuant to
WHEREAS the City of Muskego, Waukesha County, Wisconsin,
(sometimes hereinafter called the "City') is presently in need of the
sum of Two Million Two Hundred Twenty-Five Thousand Dollars
($2,225,000) for public purposes, including paying part of the costs of
water system improvements and sanitary sewer improvements, and street
construction, street sign installation and site improvements in the
City's industrial park; 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
2
" ./
- i'tats., upon the terms and conditions hereinafter provided;
borrowed pursuant to the provisions of Section 67.12(12), Wis.
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 $2,225,000 General Obligation
Promissory Notes, issued for the purposes above stated, to
$ 2,197,69/
The Northern Trust Company for the purchase price of
Section 2. The Notes. The Mayor and City Clerk shall make,
execute and deliver to said purchaser, for and on behalf of the City,
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, 1986 (the "Notes"). The Notes shall mature on
June 1 of each of the years and shall bear interest as follows:
Year Amount Interest
1989 $ 100,000 5.50 %
1990 100,000
1991
6 .OO
100 ,000
1995 425,000
6.20
7.00
1996 1,500,000 7.10
Said interest shall be payable on June 1 and December 1 of each year,
commencing December I, 1986. 9 The Notes shall be callable as provided in the note form herein
established.
Section 3. Form of Notes. The Notes shall be in substantially
the following form:
3
r /
/’
UNITED STATES OF AMERICA
COUNTY OF WAURESAA
STATE OF WISCONSIN
CITY OF MUSKEG0
GENERAL OBLIGATION PROMISSORY NOTE
Number Rate Maturity Date Original Issue Amount CUSIP
Date of
R- a June 1, 1986 $
FOR VALUE RECEIVED, the City of Muskego, Waukesha County,
Wisconsin, promises to pay to , or registered assigns,
the principal amount of DOLLARS ($ 1
on the maturity date specified above, together with interest thereon
from June 1, 1986 or the most recent payment 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 Mill 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, 1986.
Notes of this issue maturing in the years 1995 and 1996 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, 1994 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
Note at the principal office of First Bank (N.A.), Milwaukee,
Wisconsin, the Fiscal Agent, or any successor thereto. Interest hereon
shall be payable by check or draft dated as of the applicable interest
payment date and 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.
This Note is transferable only upon the books of the City kept for
that purpose at the principal office of the Fiscal Agent, or any
successor thereto, by the registered owner in person or his duly
authorized attorney, upon surrender of this Note together with a
written instrument of transfer (which may be endorsed hereon)
satisfactory to the Fiscal Agent duly executed by the registered owner 0
4
, %/
P -/ r his duly authorized attorney. Thereugon, a new Note or Notes of the
same aggregate principal amount, series and maturity shall be issued to
deem and treat the person in whose name this Note is registered as the
the transferee in exchange therefor. The City and Fiscal Agent may
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.
This Note is issued pursuant to the provisions of Section
part of the costs of water system improvements and sanitary sewer
67.12(12) , Wisconsin Statutes, for public purposes, including paying
improvements, and street construction, street sign installation and
site improvements in the City's industrial park and is authorized by a
Common Council at its meeting duly convened on June 24, 1986, which
resolution of the Common Council of the City, duly adopted by said
resolution is recorded in the official book of its minutes for said
date and is referred to as Resolution No. in said minutes.
This Note shall not be valid or obligatory
Fiscal Agent.
the Certificate of Authentication hereon shall
It is hereby certified and recited that a1
with the issuance of this Note have been done,
acts required by law to exist or to be done pr
been performed in due form and time: that the
1
i
for any purpose until
have been signed by the
or to and in connection
conditions, things and
have existed and have
aareaate indebtedness of
the City, including this Note and others authorized simultaneously
herewith, does not exceed any limitation imposed by law or the
direct, annual irrepealable tax sufficient to pay this NoteI together
with interest thereon when and as payable.
a" -
@Constitution of the State of Wisconsin; and that the City has levied a
No delay or omission on 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 qualified and
acting Mayor and City Clerk, and its corporate seal or a facsimile
thereof to be impressed or imprinted hereon, all as of the date of
original issue specified above.
CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
BY (.facsimile) BY (facsimile)
City Clerk Mayor
5
A-
/='
(Form of Certificate of Authentication) / Date of Authentication:
CERTIFICATE OF AUTHENTICATION
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
Milwaukee, Wisconsin
BY Authorized Signatory
(Form of Assignment)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
Assignee)
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.
6
," / Dated:
Signature (s) guaranteed by:
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.
1 I Section 4. Tax Provisions. / (A) Direct, Annual Irrepealable Tax. For the purpose of
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
City are hereby irrevocably pledged and there be and there hereby is
levied on all of the taxable property in the City a direct, annual E
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 1986 $ 230,925
For the year 1987 153,950
For the year 1988 251.200
For the year 1989 245,450
For the year 1990 239,350
For the year 1991 136,250
For the year 1992 136.250
For the year 1993 136.250
For the year 1994 546,375
For the year 1995 1,553,250
(B) Tax Collection. The City shall be and continue without
power to repeal such levy or obstruct the collection of said tax until
of the Notes, said tax shall be, from year to year, carried into the
all such payments have been made or provided for. After the issuance
provided that the amount of tax carried into said tax rolls may be
tax rolls of the City and collected as other taxes are collected,
reduced in any year by the amount of any surplus money in the Debt
Service Account 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 to meet principal and/or
interest payments on said Notes when due, the reqilisite 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.
appropriated from funds of the City on hand a sum sufficient to be
JD) Appropriation. There be and there hereby is
deposited in the Debt Service Account to meet payments with respect to
debt service due on December I, 1986, which sum may be returned to the
general fund upon collection o,f the taxes herein levied for the year
1986.
Section 5. Debt Service Fund and Account.
(A) Creation and Deposits. There be and there hereby is
established in the treasury of the City, if one has not already been
created, a debt servicejfund, separate and distinct from every other
accounting principles. !Sinking funds established for obligations
fund, which shall be maintained in accordance with generally accepted
previously issued by the City may be considered as separate and
distinct accounts withi6 the debt service fund.
8
established a separate and distinct account designated as the "Debt
Within the debt service fund, there be and there hereby is
Service Account for $2,225,000 'General Obligation Promissory Notes'
dated June 1, 1986," (the "Debt Service Account") and such account
shall be maintained until the indebtedness evidenced by the Notes is
fully paid or otherwise extinguished. The City Treasurer shall deposit
City at the time of delivery of and payment for the Notes: (ii) the
in such Debt Service Account (i) all accrued interest received by the
taxes herein levied for the specific purpose of meeting principal of
necessary at any time to pay principal of and interest on the Notes
and interest on the Notes when due: (iii) such other sums as may be
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.
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 funds to provide for each payment of principal of and interest on
the Notes prior to the scheduled receipt of taxes from the next
United States of America maturing in time to make such payments when
succeeding tax collection may be invested in direct obligations of the
they are due; and (ii) any funds over and above the amount of such
principal and interest payments on the Notes may be used to reduce the
next succeeding tax levy, or may, at the option of the City, be
67.11(2) (a), Wis. Stats., in interest-bearing obligations of the United
invested by purchasing the Notes as permitted by and subject to Section
States of America, or in other obligations of the City, which
investments shall continue a part of the Debt Service Account.
(8) Use and Investment. NO money shall be withdrawn from
(C) Remaining Monies. When all of the Notes have been paid
money remaining in the Debt Service Account shall be deposited in the
in full and canceled, and all permitted investments disposed of, any
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
for accrued interest and premium, if any, 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. Money
in the Borrowed Money Fund may be temporarily invested as provided in
Section 66.04(2), Wis. Stats. Any monies, including any income from
purposes for which the Notes have been issued have been accomplished,
permitted investments, remaining in the Borrowed Money Fund after the
and. at any time, any monies as are not needed and which obviously
Debt Service. Account.
thereafter cannot be needed for such purposes shall be deposited in the
Section 7. No Arbitrage. All investments permitted by this
resolution shall be legal 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 0
9
6
/
/' ,954, as amended, or the Regulations of the Commissioner of Internal
fgevenue thereunder; and an officer of the City, charged with the
estimates, circumstances and reasonable expectations in existence on
responsibility for issuing the Notes, shall certify as to facts,
not 'arbitrage bonds," within the meaning of said Code or Regulations.
the date of closing which will permit the conclusion that the Notes are
with First Bank (N.A.), Milwaukee, Wisconsin, to serve as its fiscal
Section 8. Fiscal Agent. The City will enter into a contract
agent with respect to the Notes pursuant to Wis. Stats. Sec. 67.10(2),
which contract shall be in substantially the form attached hereto as
Exhibit A. The Mayor and City Clerk are hereby authorized to enter into
other things, for the performance by the fiscal agent of the functions
such contract on the City's behalf. Such contract may provide, among
respect to the Notes.
listed in Wis. Stats. Sec. 67.10(2)(a) to (j), where applicable, with
!
Section 9. Persons Treated as Owners; Transfer of Notes. The
City shall cause books for the registration and for the transfer of 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
thereof. All such payments shall be valid and effectual to satisfy and
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
so paid.
~
surrender of the Note at the office of the fiscal agent, duly endorsed
Any Note may be transferred by the registered owner thereof by
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. No registration shall be made to
bearer. The fiscal agent shall cancel any Note surrendered for
transfer.
interest payment date shall be the record dates for the Notes. Payment 1
the registered owners of the Notes as they appear on the registration
book of the fiscal agent at the close of business on the corresponding
record date.
The fifteenth day of each calendar month next preceding each
I of interest on the Notes on any interest payment date shall be made to
I
hereby desiqnated as "aualified tax-exemDt oblioations" pursuant to
Section 10. Proposed Federal Tax Legislation. The Notes are
SeCtibn 802-of the proposed Tax Reform Act of 1985 (H.R.- 3838), as
passed by the United States House of Representatives on December 17,
denial of the ability of financial institutions to deduct from income
1985, in order to preserve, if applicable, the exception to H.R. 3838's
for federal income tax purposes, interest expense that is allocable to
carrying and acquiring tax-exempt obligations. The City also
regresents and covenants that it does not reasonably anticipate issuing
qualified tax-exempt obligations in an aggregate amount greater than
I
0
10
/I / ~~o,ooo,oOO in 1986 and that the Notes are not part of one or more
issues with a common purpose, the aggregate amount of which exceeds
$3,000,000.
The City also covenants to use its best efforts to meet the
eade applicable to the Notes , provided that in meeting such
equirements and restrictions of any federal legislation which may be
requirements the City will do so only to the extent consistent with the
proceedings authorizing the Notes and the laws of Wisconsin, and to the
extent that there is a reasonable period of time in which to comply.
separate record book and shall record a full and correct statement of
Section 11. Records. The City Clerk shall provide and keep a
every step or proceeding had or taken in the course of authorizing and
issuing these Notes.
insurance for the Notes from the Municipal Bond Insurance Association,
Section 12. Bond Insurance. The City shall obtain municipal bond
and shall pay the premium for such insurance. Appropriate reference to
such insurance may be made in the Notes.
Section 13. Closinq. The Mayor and Ci'ty Clerk of the City are
purchaser thereof upon receipt of the borrowed funds, accrued interest
hereby authorized,and directed to execute and deliver the Notes to 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
execute the Notes by manual or facsimile signature, but, unless the
least one of said officers shall sign the Notes manually.
The officers of the City are hereby directed and authorized to
ake all steps necessary or convenient to close this issue as soon as
racticable hereafter, in accordance with the terms of sale thereof;
deli?er such documents, certificates and acknowledgments as may be
and said officers are hereby authorized and directed to execute and
necessary or convenient in accordance therewith.
11
/Adopted, approved and recorded June - 24r 1986.
,' f ,/& /
/ - Mayod ii
(SEAL)
Attest: /?
Alderman Penovich moved that Resolution No. be adopted.
and carried by the following
*
Motion seconded by Alderman
vote :
Ayes : Patterson, Hilt, Sanders, Penovich, DeAngelis, Taube
and Dumke
Nos : None
Mayor and City Clerk s
The Mayor declare^^
meeting.
(Here occurred bus
d the resolution adopted and approved and the
igned same in the appropriate manner in open
iness not pertinent to the note issue.)
meeting adjourned.
There being no further business to come before the meeting, the
City Clerk /
*135a-86
12
EXHIBIT A
FISCAL AGENCY AGREEMENT
TFIIS AGREEMENT, made as of this 1st day of June, 1986, 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
$2,225,000 General Obligation Promissory Notes, dated June 1, 1986 (the
"Obligations"); and
WHEREAS, the Municipality is issuing the Obligations in registered
form pursuant to Section 103 of the Internal Revenue Code of 1954, as
WHEREAS, pursuant to a resolution adopted by the Municipality on
the 24th day of June, 1986 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.
I
NOW, THEREFORE, the Municipality and the Bank hereby agree as
) follows:
.- /
I. APPOINTMENT J
Bank is hereby appointed fiscal agent of the Municipality with
respect to the Obligations for the purpose oE 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 €or the payment of interest or principal on the Obligations.
I I I. PAYMENTS
At least one business day before each interest payment date
(commencing with the interest payment date of December 1, 1986 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 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.
2
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 BOOR
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 confidential 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 preceding the interest 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 Book
or at such other address as may be furnished in writin.9 by such
registered owner to the Fiscal Agent.
3
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 & 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
4
t
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 principal amount of Obligations of the
same maturity in authorized whole multiples of $5,000.
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
I 0 thereof.
5
/'
X. PAYMENT OF ISSUANCE EXPENSES
Proceeds of the Obligations in the amount of $ will be
deposited with the Fiscal Agent and applied by the Fiscal Agent on
behalf of the Municipality to the payment of issuance expenses with
respect to the Obligations, in accordance with Schedule B hereto or as
otherwise directed in writing by the Municipality.
XI. STATEMENTS
The Fiscal Agent shall furnish the Municipality with an accounting
of interest and funds annually beginning December 15, 1986.
XII. FEES -
The Municipality agrees to pay the Fiscal Agent fees for its
services hereunder in the amounts set forth on Schedule C hereto.
XIII. 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.
6
/
(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. 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
i 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
7
J 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 Q
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. i
! (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, !
I , 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 outstanding 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
Mayor
City Clerk
FIRST BANK (N.A.)
Fiscal Agent
Title
Attest
Title
D
9
/’
Payment Date
121 1/1986
6/ 1/1987
12/ 1/1987
6.’ 111938 1w v!wa
6,’ 1/1989
12/ 1/1?89
6/ 1/19?0
12/ 1/1938
6/ l/l??l
12/ I/ 13’7 1
6/ 1/1?92
12/ 1/1?32
A/ 1/1?93
12/ VI933
6/ VI994
12/ 111774
6/ 1/1?95
12/ l/l9?5
6/ 1/1?96
SCHEDULE A
Debt Service Schedule
$2,225,000 City of Muskego, Wisconsin
General Obligation Promissory Notes
dated June I, 1986
Principal Rate Interest Total ~
Interest
425,880
1,588,808
2,225,088
76,975.08
76,975.60
76,975.80
76,975. 00
76,975. 66
76,775.09
74,225.00
74,225.08
;’i,125.88
68,125.86
68,129.08
68,125.88
68,125.09
68,125.80
7.800 68,125.88
53,258.aa
7.180 53,258.08
71,m.oe
68,125.80
d8! 125.00
1,484,258.00 3,623,258.88
10
SCHEDULE 6
Issuance Expenses
11
SCHEDULE C
12