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CCR1987213COXXON COUNCIL - CITY OF :qUSKEGO RESOLUTION 8213-87 $3,505,000 GENERAL OBLIGATION CORPORATE PURPOSE BONDS; RESOLUTION AWARDING THE SALE OF LEVYING A TAX IN CONNECTION THEREWITH PROVIDING THE FORM OF THE BONDS; AND of Muskego, Waukesha county, Wisconsin (the "City") adopted three WHEREAS, on August 25, 1928, the Common Council of the City Initial Resolutions authorizing the issuance of general obliga- tion bonds pursuant to the provisions of Chapter 67, Wisconsin Statutes, in the following amounts for the following purposes: Not to exceed $560,000 for the purpose of paying the cost of constructing, extending, enlarging, renovating, rebuilding, repairing and improving sanitary sewers ("Sanitary Sewers"); Not to exceed $440,000 for the purpose of paying the cost Of constructing, extending, enlarging, renovating, rebuilding, repairing and improving waterworks facilities ("Waterworks"); and Not to exceed $4,000,000 for the purpose of paying the cost of refunding outstanding indebtedness of the City Resolutions" ) ; (hereinafter the foregoing shall be referred to as the "Initial resolution entitled: "Resolution Providing for the Sale of Not to Exceed $3,710,000 General Obligation Corporate Purpose Bonds" (the "Sale Resolution") combining the bond issues authorized by the Initial Resolutions into a single corporate purpose bond issue of not to exceed $3,710,000; WHEREAS, on October 13, 1987, the Common Council adopted a caused the Notice of Sale to be published in the Muskego Sun on WHEREAS, pursuant to the Sale Resolution, the City Clerk October 22, 1987 offering the aforesaid not to exceed $3,710,000 October 27, 1987; general obligation corporate purpose bonds for public sale on WHEREAS, of such amount $560,000 shall be for Sanitary Sewers and $440,000 shall be for Waterworks (hereinafter referred to as pose of refunding outstanding indebtedness (the "Refunding") ; the "Project") and not to exceed $2,710,000 shall be for the pur- WHEREAS, the City deems the Project to be within its powers to undertake and therefore to be a public purpose as defined in Section 67.04(1)(b) of the Wisconsin Statutes; borrow money and issue general obligation bonds for public purposes such as the Project and for the purpose of refunding outstanding indebtedness; WHEREAS, pursuant to Chapter 67, cities are permitted to purpose bonds were received: WHEREAS, the following sealed bid proposals for the corporate BIDDER NET INTEREST COST* HARRIS TRUST AND SAVINGS BANK $1,522,860.30 FIRST WISCONSIN NATIONAL BANK 1,545,076.25 CLAYTON BROWN L ASSOCIATES, INC. 1,563,232.00 THE FIRST NATIONAL BANK OF CHICAGO 1,580,618.60 DEAN WITTER REYNOLDS INC. 1,583,567.00 THE NORTHERN TRUST COMPANY 1,585,171.00 SHEARSON LEHMAN BROTHERS, INC. 1,594,688.83 HUTCHINSON, SHOCKEY, ERLEY L CO. 1,601,905.85 * Based on an issue of $3,510,000. NET INTEREST RATE* 6.7857% 6.8847 6.9656 7.0431 7.0562 7.0634 7.1058 7.1379 mitted by the Harris Trust and Savings Bank and Associates, WHEREAS, it has been determined that the bid proposal sub- Chicago, Illinois fully complies with the bid requirements set forth in the Official Notice of Sale and is deemed to be the most advantageous to the City. A copy of said bid is attached hereto as Exhibit A and incorporated herein by this reference; and WHEREAS, the Common Council hereby finds and determines that, based on the advice of its financial consultant, Ehlers and Associates, Inc., it is necessary and desirable and in the best interest of the City that the size of the corporate purpose bond issue be $3,505,000 and that, pursuant to the Notice of Sale, the 1992 maturities be adjusted. City that: NOW, THEREFORE, BE IT RESOLVED by the Common Council of the Harris Trust and Savings Bank, Chicago, Illinois (the "Purchaser") is hereby accepted, said proposal offering to purchase the $3,505,000 City of Muskego General Obligation Corporate Purpose Section 1. Award of the Bonds. The bid proposal of the -2- Bonds (the "Bonds") for the sum of THREE MILLION FOUR HUNDRED CENTS ($3,482,287.60), plus accrued interest to the date of deli- EIGHTY-TWO THOUSAND TWO HUNDRED EIGHTY-SEVEN DOLLARS AND SIXTY @ very, resulting in a net interest cost of ONE MILLION FIVE HUNDRED TWENTY-ONE THOUSAND TWO HUNDRED SEVENTEEN DOLLARS AND SEVENTEEN CENTS ($1,521,217.17) and an average net Interest rate of 6.7860%. The Bonds bear interest as follows: Year of Maturity 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Principal Amount $ 25,000 300,000 300,000 425,000 55,000 400,000 1,000,000 200,000 600,000 200,000 Interest Rate 5.50% 5.75 6.00 6.20 6.40 6.50 6.70 6.80 6.90 7.00 Bonds shall be desianated "General Obliaation CorDorate PurDose Section 2. Terms of the Bonds: Allocation of Issue. The Bonds"; shall be daced November 19, 1987: shall be in the denomi- nation of $5,000 or any integral multiple thereof; shall be num- each year, in the years and principal amounts as set forth above. bered 1 and upward: and shall mature serially on December 1 of Interest Is payable commencing on June 1, 1988 and semi-annually thereafter on December 1 and June 1 of each year. 0 The Bonds maturing in the years 1988 through 1994 shall be maturing in the years 1995 through 1997 shall be for the purpose for the purpose of paying the cost of the Refunding. The Bonds of paying the cost of the Project. Section 3. Redemption Provisions. At the option of the City, the Bonds maturing on December 1, 1991 and thereafter shall be subject to redemption prior to maturity on December 1, 1990 or on any interest payment date thereafter. Said Bonds shall be redeemable as a whole or In part, in inverse order of maturity and within each maturity by lot, at the principal amount thereof, plus accrued interest to the date of redemption. purpose of pavins the DrinciDal of and interest on the Bonds as Section 4. Direct Annual Irrepealable Tax Levy. For the " " the same becomes-due, the full faith, credit and resources of the City are hereby irrevocably pledged, and there is hereby levied upon all of the taxable property of the City a direct annual irrepealable tax in the years and in the amounts as follows: Levy Year Amount 1987 1988 $261,524.82 527.520.00 -3- Levy Year Amount 1989 $ 1990 1991 1992 1993 1994 1995 1996 1. 510,270.00 617,270.00 220,920.00 562,400.00 ,136,400.00 269,400.00 255,800.00 642,000.00 The direct annual irrepealable tax hereby levied shall be collected in addition to all other taxes and in the same manner and at the same time as other taxes of the City levied in said years are collected. So long as any part of the principal of or interest on the Bonds remains unpaid, the tax hereinabove levied shall be and continues irrepealable except that the amount of tax carried onto the tax roll mav be reduced in anv vear bv the amount of any surplus in the- Debt Service Fund Accounta created by Section 6 hereof. " Section 5. Form of the Bonds. The Bonds shall be issued in registered form and shall be executed and delivered in substan- tially the form attached hereto as Exhibit B and incorporated herein by this reference. established a fund account separate and distinct from everv other Section 6. Debt Service Fund Account. There is hereby City fund or account to be designated "Debt Service Fund Account Purpose Bonds dated November 19, 1987". There shall be deposited for $3,505,000 City of Muskego General Obligation Corporate the Bonds at the time of delivery to the Purchaser, all money in said fund account any premium plus accrued interest paid on sums as may be necessary to pay interest on the Bonds when the raised by taxation pursuant to Section 4 hereof and all other maturity dates. Said fund account shall be used for the sole same shall become due and to retire the Bonds at their respective purpose of paying the principal of and interest on the Bonds and shall be maintained for such purpose until such indebtedness is fully paid or otherwise extinguished. Arbitrage Covenant. A portion of the proceeds of the Bonds (the Section 7. Refunding Escrow Account; Construction Fund; "Bond Proceeds") herein provided for (other than any premium and accrued interest which must be paid at the time of ileiivery of hereof), shall be deposited into an Escrow Account (hereinafter the Bonds into the Debt Service Fund Account created in Section 6 created) maintained by the Escrow Agent (hereinafter appointed) and used to pay the cost of Refunding. The balance of the Bond Proceeds shall be segregated in a special construction fund upon receipt and shall be used solely for the purpose of paying the cost of the Project or for the payment of the principal of and interest on the Bonds. -4- The Bond Proceeds may be temporarily invested in legal investments until needed provided, however, that the City hereby covenants and agrees that so long as the Bonds remain outstand- ing, moneys on deposit in any fund or account in connection with the Bonds, whether or not such moneys were derived from the pro- ceeds of the sale of the Bonds or from any other source, will not be used or invested in a manner which would cause the Bonds to be Internal Revenue Code of 1986, as amended (the "Code") and any "arbitrage bonds" within the meaning of Section 148 of the applicable regulations including Sections 1.103-13, 1.103-14 and 1.103-15 of the income tax regulations, as the same exist on this date, or may from time to time hereafter be amended, supplemented or revised. The Bond Proceeds allocable to the Refunding shall be invested pursuant to the Escrow Agreement. responsibility for issuing the Bonds shall provide an appropriate The City Clerk, or other officer of the City charged with certificate of the City, for inclusion in the transcript of proceedings, setting forth the reasonable expectations of the City, regarding the amount and use of the Bond Proceeds and the of the date of delivery and payment for the Bonds. facts and estimates on which such expectations are based, all as Section 8. Additional Tax Covenants; Qualified Tax-Exempt Obligation Status. The City hereby further covenants and agrees that it will take all necessary steps and perform all obligations required by present law (including the Code) to assure that interest on the Bonds remains exempt from federal income taxation throughout the term of such Bonds. The City Clerk or other the Bonds, shall provide an appropriate certificate of the City, for inclusion in the transcript of proceedings, as of the date of delivery and payment for the Bonds certifying that it can and covenanting that it will comply with the provisions of present law including the Code. Such certificate shall indicate that the City qualifies for the exception for "small governmental units" to the rebate requirement of the Code, set forth certain facts regarding the use of the Bond Proceeds to establish that the Bonds will not constitute "private activity bonds" as defined in the Code and state other facts necessary to establish that the Bonds are obligations described in Section 103(a) of the Code, the interest on which is excluded from gross income for federal income tax purposes. officer of the City charged with the responsibility of issuing and lawful actions to comply with any new tax laws enacted so that interest on the Bonds will continue to be exempt from federal income taxation throughout the term of the Bonds. Further, it is the intent of the City to take all reasonable exempt obligations" pursuant to the provisions of Section 265(b)(3) The City hereby designates the Bonds to be "qualified tax- of the Code and in support of such designation, the City Clerk or other officer of the City charged with the responsibility for the City as of the date of delivery and payment for the Bonds. issuing the Bonds, shall provide an appropriate certificate of -5- Section 9. Execution of the Bonds. The Bonds shall be issued in typewritten or printed form, executed on behalf of the City by the manual or facsimile signatures of the Mayor and City Clerk, authenticated by its Fiscal Agent appointed by Section 10 hereof, sealed with its official or corporate seal or a facsimile thereof, and delivered to the Purchaser upon payment to the City of the purchase price thereof, accrued interest to the date of delivery and plus the premium, if any. In the event that either of the officers whose signatures appear on the Bonds shall cease to be such officers before the delivery of the Bonds, such signa- tures shall, nevertheless, be valid and sufficient for all pur- poses to the same extent as if they had remained in office until such delivery. The aforesaid officers are hereby authorized and directed to do all acts and execute all documents as may be necessary and convenient for effectuating the delivery of the Bonds. DrinciDal of and interest on the Bonds shall be Daid bv First Section 10. Payment of the Bonds; Fiscal Agent. The bank (N.A. ) , Milwaukee, Wisconsin which is herebi appointed as of Section 67.10(2), Wisconsin Statutes (the "Fiscal Agent"). the City's registrar and fiscal agent pursuant to the provisions The Fiscal Agency Agreement between the City and the Fiscal Agent shall be substantially in the form attached hereto as Exhibit C and incorporated herein by this reference. First Bank (N.A.), Milwaukee, Wisconsin, is hereby appointed Section 11. Escrow Agent: Escrow Agreement; Escrow Account. 0 payment of the principal of and interest on the City of Muskego, Escrow Agent for the City, for the purpose of ensuring the Wisconsin General Obligation Promissory Notes, dated December 1, 1984 (the "1984 Notes") which are being refunded with a portion of the Bond Proceeds. to execute an escrow agreement substantially in the form attached hereto as Exhibit D (the "Escrow Agreement") (such form may be modified by said officers prior to execution, the execution of such agreement by said officers to constitute full approval of this Common Council of any such modifications), with the Escrow Agent, for the purpose of effecting the provisions of this Resolution. The Mayor and City Clerk are hereby authorized and directed The Bond Proceeds allocable to refunding the 1984 Notes shall created with the Escrow Agent, pursuant to the Escrow Agreement, be deposited in a refunding escrow account which is hereby for the purpose of retaining the required amount of cash, if any, and acquiring the United States obligations provided for in the Escrow Agreement. Upon transfer of the Bond Proceeds and any other necessary the taxes heretofore levied to pay debt service on the 1984 Notes funds allocable to refunding the 1984 Notes to the Escrow Account, shall be abated to the extent such transfers together with 0 -6- investment earnings thereon is sufficient to pay the principal of and interest on the 1984 Notes, but such abatement shall not affect the City’s pledge of its full faith, credit and resources to make such payments. The refunding escrow account created by the Escrow Agreement shall hereinafter serve as the debt service (or sinking) funds for the 1984 Notes. The Escrow Agent shall serve as custodian of said debt service (or sinking) funds. Section 12. Redemption of the 1984 Notes. The City hereby calls the 1984 Notes due on December 1, 1991 and December 1, 1994 for redemption on December 1, 1990. The Escrow Agent appointed above is hereby authorized and directed to cause a notice of redemption, in substantially the form attached to the Escrow Agreement as Exhibit D-1 to be sent by registered or certified mail to the registered owners of the 1984 Notes as shown on the registration books of the City maintained by the bond registrar to be provided to a financial newspaper of national circulation for the 1984 Notes, First Bank (N.A.), Milwaukee, Wisconsin, and published in New York, New York or Chicago, Illinois not less than thirty (30) days prior to the date of redemption. The acts and execute and deliver all documents as may be necessary appropriate officers and agents are hereby authorized to do all and convenient for effectuating this call for redemption. rules or other actions of the City or any parts thereof in conflict with the provisions hereof shall be and the same are hereby rescinded insofar as they may so conflict. Section 13. Conflicting Resolutions. All prior resolutions, provisions hereof shall for any reason be held to be illegal or Section 14. Severability. In the event that any one or more invalid, such illegality or inialidity shall not affect any other provisions hereof. Section 15. Effective Date. The foregoing shall take effect immediately upon adoption and approval in the manner provided by law. Adopted and recorded this 27th day of October, 1987. && Wavnd G. Salentine Attest: City Clerk I ( SEAL ) -7- EXHIBIT B (Form of Bond) UNITED STATES OF AMERICA STATE OF WISCONSIN WAUKESHA COUNTY NUMBER GENERAL OBLIGATION CORPORATE PURPOSE BOND CITY OF MUSKEGO DOLLARS MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP: December 1, 19- % REGISTERED OWNER: PRINCIPAL AMOUNT: R DOLLARS II = KNOW ALL MEN BY THE Yii? PRESENTS, that the City Of Muskego. Waukesha County, Wisconsin (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the registered owner identified above (or to registered assigns), on the maturity date identified above, the principal amount identified above, and to pay interest thereon at the rate of provisions set forth herein regarding redemption prior to interest per annum identified above, all subject to the maturity. Interest is payable commencing on June 1, 1988 and semi-annually thereafter on December 1 and June 1 of each year until the aforesaid principal amount is paid in full. in lawful money of the United States by First Bank (N.A.), Milwaukee, Wisconsin, the fiscal agent appointed by the City pur- to act as bond registrar and paying agent (the "Bond Registrar"). suant to the provisions of Section 67.10(2), Wisconsin Statutes, Both the principal of and interest on this Bond are payable This Bond is payable as to principal upon presentation and Registrar. Payment of each installment of interest shall be made surrender hereof at the principal corporate office of the Bond to the registered owner hereof who shall appear on the reglstra- close of business on the 15th day of the calendar month next pre- tion books of the City maintained by the Bond Registrar at the draft of the Bond Registrar mailed to such registered owner at ceding the interest payment date and shall be paid by check or his address as it appears on such registration books or at such other address as may be furnished in writing by such registered owner to the Bond Registrar. For the prompt payment of this Bond together with interest hereon as aforesaid and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the City are hereby irrevocably pledged. cipal amount of $3,505,000, all of which are of like tenor, except as to denomination, interest rate, maturity date and sions of Chapter 67, Wisconsin Statutes, for the purpose of redemption provision, issued by the City pursuant to the provi- paying the cost of constructing, extending, enlarging, reno- vating, rebuilding, repairing and improving sanitary sewers; constructing, extending, enlarging, renovating, rebuilding, repairing and improving waterworks facilities; and for the pur- pose of paying the cost of refunding outstanding indebtedness of the City, all as authorized by resolutions of the City duly adopted by said governing body at regular meetings held on August 25, 1987, October 13, 1987 and October 27, 1987. Said Council for said dates. resolutions are recorded in the official minutes of the Common This Bond is one of an issue of Bonds aggregating the prin- At the option of the City, th Bonds maturing on December 1, 1991 and thereafter are subjec on December 1, 1990 or on an redemption prior to maturity st payment date thereafter. Said Bonds are redeemable &hole or in part of maturity and within ea , in inverse order Bond Registrar), rity by lot (as selected by the interest to the date o re emption. Q4 at thG pal amount thereof, plus accrued 0 direct the Bond Registrar to give notice of such redemption by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed, in whole or in part, at the address shown on the registration books. Any notice mailed as provided herein shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. The Bonds shall cease to bear interest on the specified redemption date, provided that federal or other immediately available funds sufficient for such redemption are on deposit at the office of the Bond Registrar at that time. upon such deposit of funds for redemption the Bonds shall no longer be deemed to be outstanding. Before the redemption of any of the Bonds, the City shall ~ The Bonds are issued in registered form in the denomination of $5,000 or any integral multiple thereof. This Bond may be exchanged at the principal office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity in other authorized denominations. executed by the registered owner hereof or by such owner's duly This Bond is transferable by a written assignment duly authorized legal representative. upon such transfer a new m -2- e 0 a registered Bond, in authorized denomination or denominations and transferee in exchange hereof. in the same aggregate principal amount, shall be issued to the The City and the Bond Registrar may deem and treat the regis- tered owner hereof as the absolute owner hereof for the purpose mium, if any, hereon and interest due hereon and for all other of receiving payment of or on account of principal hereof, pre- purposes, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 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 Bond have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the City, including this Bond and others issued simultaneously herewith, does not exceed any limitation that a direct annual irrepealable tax has been levied sufficient imposed by law or the Constitution of the State of Wisconsin; and to pay this Bond, together with the interest thereon, when and as payable. It is hereby further certified that the City has designated this Bond to be a "qualified tax-exempt obligation" pursuant to the provisions of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. purpose until the Certificate of Authentication hereon shall have This Bond shall not be valid or become obligatory for any been executed by the Bond Registrar. IN WITNESS WHEREOF, the City of Muskego, Waukesha County, Wisconsin, by its governing body, has caused this Bond to be executed for it and in its name by the facsimile signatures of its duly qualified Mayor and City Clerk; to be authenticated by the Bond Registrar; and to be sealed with a facsimile of its official or corporate seal. The City, by the aforesaid authen- tication of this Bond, does adopt such facsimile signatures as proper signatures, all as of the 19th day of November, 1987. WAUKESHA COUNTY, WJSCONSIN CITY OF MUSKEG0 ( SEAL ) By : signature) -3- Date of Authentication: CERTIFICATE OF AUTHENTICATION Corporate Purpose Bonds described in the within-mentioned resolu- This Bond is one of the City of Muskego General Obligation tions. MILWAUKEE, WISCONSIN, FIRST BANK (N.A.) as Bond Registrar By : Authorized Signature ASSIGNMENT transfers unto FOR VALUE RECEIVED, the undersigned sells, assigns and - sd of Assignee) (Social Security or ’Tdentifying Number of Assignee) the within Bond and all rizts thereunder and herebv irrevocablv constitutes and appoints Legal Representative, to transfer said Bond on the books kept for registration thereof, with full power of substitution in the ~~ ~ ~~~ ~~ -a ~ ~ ~ ~ ~~~ - premises. Dated : Signature Guaranteed: a or Securities Firm) (e.g. Bank, Trust Company (Authorized Officer) (Registered Owner) NOTICE: This signature must correspond with the name of the registered owner as it within Bond in every particular, appears upon the face of the ment or any change whatever. without alteration or enlarge- -4- EXHIBIT C FISCAL AGENCY AGREEMENT THIS AGREEMENT is made and entered into the 19th day of November, 1987, by and between the City of Muskego, Wisconsin, a Wisconsin municipal corporation (the "Municipality"), and First Bank (N.A.), a national banking association with trust powers located in Milwaukee, Wisconsin (the "Bank"). WITNESSETH: the sum of THREE MILLION FIVE HUNDRED FIVE THOUSAND DOLLARS ($3,505,000) pursuant to Chapter 67, Wisconsin Statutes, and October 13, 1987 and October 27, 1987, has authorized the the resolutions adopted by the Municipality on August 25, 1987, gation corporate purpose bonds to evidence such indebtedness (the issuance and sale of $3,505,000 principal amount of general obli- "Obligations"). The Obligations shall be designated "General Obligation Corporate Purpose Bonds"; shall be dated November 19, 1987; shall bear interest at the rates set forth below; and shall mature serially on December 1 of each year, in the years and principal amounts as follows: WHEREAS, the Municipality has authorized the borrowing of Year 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Principal Amount Interest Rate $ 25,000 300, 300,00&<( 'too, 000 200,000 600,000 5.50% 5.75 6.00 6.20 6.40 6.50 6.70 6.80 6.90 7.00 Interest shall be payable commencing on June 1, 1988 and semi- annually thereafter on December 1 and June 1 of each year until the principal of the Obligations is paid in full or discharged; registered form pursuant to Section 149 of the Internal Revenue WHEREAS, the Municipality is issuing the Obligations in Code of 1986, as amended, and any applicable income tax regula- tions; and, WHEREAS, pursuant to the aforesaid resolutions and Section lity has authorized the appointment of the Bank as Fiscal Agent 67.10(2), Wisconsin Statutes, the Common Council of the Municipa- of the Municipality for the purpose of performing any or all of the following functions with respect to the Obligations: paying the principal of and interest on the Obligations; accounting for such payments; registering, authenticating, trans- ferring, and cancelling the Obligations; and maintaining a regis- tration book in addition to other applicable responsibilities all in accordance with the provisions of Section 67.10(2), Wisconsin Statutes. NOW, THEREFORE, the Municipality and the Bank do hereby agree as follows: I. APPOINTMENT with respect to the Obligations for the purpose of performing such of the responsibilities stated in Section 67.10(2)(a), Wisconsin Statutes, as are delegated herein or as may be other- wise specifically delegated in writing to the Fiscal Agent by the Municipality. The Bank is hereby appointed Fiscal Agent of the Municipality 11. INVESTMENT RESPONSIBILITY funds held for the payment of interest or principal on the Obligations. The Fiscal Agent shall not be under any obligation to invest 111. PAYMENTS semi-annual until the principal of interest payment date and interest on the have been fully paid or prepaid in the Municipality agrees to and immediately available as principal of and the premium, if any, and interest on the Obligations on such semi- annual interest payment date. Said semi-annual interest and/or which is attached hereto and incorporated herein by this principal payment dates and amounts are set forth in Exhibit A-1 reference. IV. CANCELLATION purpose of payment, the Fiscal Agent shall cancel and destroy the In every case of the surrender of any Obligation for the same and deliver to the Municipality a certificate regarding such Obligation, specifying its number, date, purpose, amount, rate of cancellation, setting forth an accurate description of the each payment of principal or interest thereon. The Fiscal Agent interest, and payment date and stating the date and amount of shall also cancel and destroy Obligations presented for transfer or exchange and deliver a certificate with respect to such be permitted to microfilm, or otherwise photocopy and record said transfer or exchange to the Municipality. The Fiscal Agent shall cancelled Obligations. -2- V. REGISTRATION BOOK Fiscal Agent shall maintain in the name of the Municipality a Registration Book containing the names and addresses of all keep confidential said information in accordance with applicable registered owners of the Obligations. The Fiscal Agent shall banking and governmental regulations. VI. INTEREST PAYMENT registered owner who 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 to the Fiscal Agent. address as may be furnished in writing by such registered owner Payment of each installment of interest shall be made to the VII. PAYMENT OF PRINCIPAL Obligation upon surrender of the Obligation on or after its maturity or redemption date. Principal shall be paid to the registered owner of an VIII. REDEMPTIOW & ICE ~. In the event the Municipalitpxercises its option to redeem any of the Obligations, the Mun\cipality shall direct the Fiscal Agent to give notice of such redemption by registered or certi- fied mail at least thirty daks prior to the date fixed for redemption to the registered'bwner 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 thirty-five days prior to such redemption date. fi? IX. TRANSFER AND EXCHANGE OF OBLIGATIONS printed Obligations no less than five business days prior to the The Municipality will supply the Fiscal Agent with 2,103 date of delivery of and payment for the Obligations (the "Closing") which are complete except for: 1. Name of registered owner 2. Face principal amount 3. Maturity date 4. Interest rate 5. Registration date, if any -3- 6. Serial numbers 7. CUSIP numbers, if any 8. Authenticating signature The Fiscal Agent will prepare Obligations in the name of a purchaser or purchasers designated by the Municipality so as to be available for authentication by the Fiscal Agent at Closing. Said purchaser or purchasers shall become the first registered owners of the full issue of Obligations at 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 legal representative. Upon such a transfer, a new registered Obligation of authorized denomination or denominations in the same aggregate principal amount shall be issued to'the transferee in exchange thereof, and the name of such transferee shall be entered as the new registered owner in the Registration Book. Upon request of the registered owner, the Fiscal Agent shall exchange Obligations of the issue for a like aggregate principal amount of Obligations of the same maturity in authorized whole integral multiples of $5,000. transfer or exchange, the Obligation or Obligations issued shall The Obligations shall be numbered 1 and upward. Upon any bear the next highest consecutive unu ed number or numbers. E. .\ 17 1 x. AUTHENTICATION a \ .' on each Obligation on the 'e of delivery, transfer or exchange of such Obligation. The EF iscal Agent shall distribute and/or retain for safekeeping the Obligations in accordance with the direction of the registered owners thereof. The Fiscal Agent shall si,@$he Certificate of Authentication XI. STATEMENTS The Fiscal Agent shall furnish the Municipality with an accounting of interest and funds annually beginning January 1, 1988. XII. FEES in accordance with the fee schedule provided by the Fiscal Agent which is attached hereto as Exhibit B-1 and incorporated herein date. Such fees are payable on the date principal is due. In by this reference until the final principal payment or redemption the event the Municipality exercises its option to redeem the Obligations, the Fiscal Agent shall be reimbursed for mailing costs related therewith. The Municipality agrees to pay the Fiscal Agent an annual fee -4- XIII. MISCELLANEOUS (a) Nonpresentment of Checks. 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. Thereafter, the Fiscal Agent shall not be responsible for the payment of such check or draft. (b) Resignations; Successor Fiscal Agent. Fiscal Agent may notice to Municipality. Upon receiving such notice of resigna- at any time resign by giving not less than sixty days written tion, the 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 sixty days after such notice of resignation, the resigning Fiscal Agent may peti- tion 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. Any successor fiscal agent shall be qualified to act pursuant to Section 61.10(2), Wisconsin , as amended. deliver to Municipality and to fiscal agent an Any successor fiscal agent acknowledge and the resignation of the shall become instrument accepting such and thereupon effective and such any further powers, trusts, duties and oljligations of its predecessor, with act, deed or conveyance, sIia1.l become vested with all the rights, nevertheless, on written request of Municipality, or on the like effect as if originally named as fiscal agent herein; but execute and deliver an instrument transferring to such successor request of the successor, the fiscal agent ceasing to act shall agent so ceasing to act. Upon the request of any such successor fiscal agent, all the rights, powers, and trusts of the fiscal writing for more fully and certainly vesting in and confirming to trustee, Municipality shall execute any and all instruments in 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. (c) Termination. This Agreement shall terminate six years whether by maturity or earlier redemption or the final discharge after the last principal payment on the Obligations is due Obligations, whichever Is later. The parties realize that any of the Municipality's responsibilities for payment of the funds hereunder as shall remain upon termination shall be turned -5- 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 obliga- tion to pay the outstanding Obligations in full in accordance with the terms thereof. IN WITNESS WHEREOF, the parties have executed this Agreement, being duly authorized so to do, each in the manner most appro- priate to it, on the date first above written. CITY OF MUSKEGO WAUKESHA COUNTY. WISCONSIN ( SEAL ) ( SEAL ) By: And : Charlotte L. Stewart City Clerk FIRST BANK (N.A.) MILWAUKEE, WISCONSIN By : And : -6- EXHIBIT D ESCROW AGREEMENT THIS ESCROW AGREEMENT, made and entered into the 19th day of November, 1987, by and between the City of Muskego, Waukesha County, Wisconsin (the "Clty't), and First Bank (N.A.), Milwaukee, Wisconsin, a national banking association with trust powers (the "Agent" ) . WITNESSETH: WHEREAS, the City has duly issued $2,300,000 General Obligation Promissory Notes, dated December 1, 1984 now outstanding in the principal amount of $2,300,000 (the "1984 Notes"). The 1984 Notes are payable from ad valorem taxes levied on all taxable property in the City. and in the amounts shown in Exhibit A-1; WHEREAS, the 1984 Notes mature and bear interest on the dates WHEREAS, the City has authorized and issued $3,505,000 prin- cipal amount of its General Obligation Corporate Purpose Bonds, dated November 19, 1987 (the "Bondsri) for the purpose of refunding the 1984 Notes (the 'I ehinding"); WHEREAS, in order to acw'l&h the Refunding, it is necessary to irrevocably dqposi\t'.in trust an amount (in the form ment income therefrom, willjbe sufficient to pay when due the principal of and interest'~on the 1984 Notes: ?/:$ %j 0 of investment securities :aiid'ka.eh) which, together with invest- WHEREAS, to accomplish the Refunding, the Agent has been appointed depository of a portion of the proceeds of the Bonds and other funds of the City (in the form of investment securities and cash) as hereinafter specified; WHEREAS, execution of this Agreement has been duly authorized by a resolution of the City entitled: "Resolution Awarding the Sale of $3,505,000 General Obligation Corporate Purpose Bonds; Providing the Form of the Bonds: and Levying a Tax in Connection Therewith" (the "Award Resolution") adopted by the Common Council of the City at a regular meeting on October 27, 1987; NOW, THEREFORE, the parties hereto recite, and in considera- tion of the mutual covenants contained herein, covenant and agree as follows for the equal and proportionate benefit and security of the holders of the 1984 Notes and any coupons appurtenant thereto: Agreement, the City has deposited with the Agent, receipt thereof is hereby acknowledged by the Agent, $ of the proceeds of the Bonds and $ 1. Trust Deposit. Concurrently with the execution of this being a portion from funds on hand. The foregoing shall be held and disposed of by Agent only in accordance with this Agreement. The City represents and warrants that the foregoing, if held, invested and disposed of by Agent in need for any further investment or reinvestment, to make all accordance with this Agreement, will be sufficient, without the under no obligation to determine whether the amounts deposited payments required under this Agreement. The Agent has not and is hereunder are or will be sufficient to make all of the payments directed to be made hereunder. with the Agent an account hereby designated, "City of Muskego Escrow Account" (the "Escrow Account" ) . There is hereby created by the City and ordered established The Agent shall deposit the amount described above in the Escrow Account to be used as follows: a) $ cipal amount of United States Treasury Certificates of Indebtedness and Notes - State and Local Government Series ("SLGs") , described in the attache@ .Exhibit B-1, pay for the SLGs from monies in the Escrow Accou9-d hold the SLGs in the Escrow Account; used to purchase the $ prin- -. b) $ to+e used to establish a beginning cash balance in the Escrow Account and applied to repay a portion of the outstanding balance of the 1984 Notes; and, C) $ to be used to pay $ of the issuance expenses as described in the attached Exhibit C-1 (which the City hereby authorizes the Agent to pay to the County to be used for any additional issuance-costs (with any remainder thereof to be deposited into the Debt Service Fund Account created by the Award Resolution from which the Bonds are payable). Except as set forth in Section 5 hereof, the Escrow Account (other than the cash held pursuant to subsection (b) above) shall otherwise dispose of the SLGs. Except as set forth in Section 5 remain invested in the SLGs, and the Agent shall not sell or hereof, no reinvestment of amounts on deposit'in the Escrow Account shall be permitted. timely payment of the principal of and interest on the 1984 Notes The Agent shall apply the monies in the Escrow Account to the at the times and in the amounts set forth in the attached Exhibit A-1. tants, has delivered to the City, Ehlers and Associates, Inc., Conley, McDonald, Sprague & Co. a firm of independent accoun- -2- and Mulcahy 61 Wherry, S.C., for their purposes, a report stating the firm has reviewed the arithmetical accuracy of certain com- putations based on assumptions relating to the sufficiency of forecasted net cash flow from the federal securities (paragraph (a) above) and any initial cash deposit (paragraph (b) above) to pay principal of and interest on the 1984 Notes. Based upon the summarized data presented in their report and the assumption that deposited in the Escrow Account when due, in their opinion, the the principal and interest payments on the federal securities are proceeds from the federal securities plus any initial cash depo- sit will be sufficient for the timely payment of principal and interest, when due on the 1984 Notes. the Escrow Account will not be sufficient to make any payment due If at any time it shall appear to the Agent that the money in to the holders of any of the 1984 Notes, the Agent shall imme- diately notify the City. Upon receipt of such notice the City Account from legally available funds such additional monies as shall forthwith transmit to the Agent for deposit in the Escrow may be required to make ,any such payment. the trust deposit hereunder and accepts the trust herein imposed. 2. Acceptance of Trust. The Agent acknowledges receipt of The Agent agrees to apply the fundeeceived from the City in the 3. Application of Trust Deposiv; Redemption of 1984 Notes. manner and for the 1 hereof-. The Agent acknowledges States government in Section 1 hereof and cash and United behalf of the City and interest on such agrees that it will hold 0 securities in the collect and receive on States government securities and will remit from said Escrow Account to the paying agent for the 1984 Notes, the monies required from time to time for the payment of principal and interest thereon as shown in Exhibit A-1. The City has heretofore called the 1984 Notes for Agent hereby agrees to give notice of an intended redemption of redemption and hereby authorizes and directs the Agent, and the the 1984 Notes by filing an appropriate notice (in substantially the form attached hereto as Exhibit D-1) in the manner and at the times set forth on Exhibit D-1 and in the Authorizing Resolution. 4. The Agent. a) Annual Report. The Agent shall, on or within December 31, 1988, and while this Agreement is in effect, forward fifteen (15) days after December 31 of each year, commencing on by first class mail to the City a report of the receipts, income, Account during the preceding calendar year, including in such investments, redemptions and payments of and from the Escrow report a statement, as of the end of the preceding calendar year, regarding the manner in which it has carried out the requirements of this Agreement. The City shall have the right, at any time during business hours, to examine all of the Agent's records regarding the status and details of the Escrow Account. -3- wise permitted under Section 3 hereof, the Agent shall keep all b) Separate Funds; Accountability. Except as other- monies, securities and other properties deposited hereunder, all @ all times in a special fund and separate trust account, wholly investments and all interest thereon and profits therefrom, at segregated from all other funds and securities on deposit with with other funds or securities of Agent: and shall never at any it; shall never commingle such deposits, investments and proceeds time use, pledge, loan or borrow the same in any way. The fund established hereunder shall be held separately and distinctly and not commingled with any other such fund. Nothing herein con- tained shall be construed as requiring Agent to keep the iden- tical monies, or any part thereof, received from or for the Escrow Account, on hand, but monies of an equal amount shall always be maintained on hand as funds held by Agent, belonging to the City and a special account thereof, evidencing such fact, uninvested money held at any time in the Escrow Account shall be shall at all times be maintained on the books of Agent. All direct obligations of the United States of America in a principal continuously secured by the deposit in a Federal Reserve Bank or amount always not less than the total amount of uninvested money in the Escrow Account. It is understood and agreed that the responsibility of the Agent under this Agreement is limited to the safekeeping and segregation of the onies and securities deposited with it for the ESCKOW Accpu fi" t, and the collection of and accounting for the principal p-interest payable with respect thereto. r In the event the City iwkable or fails to account for any not be identified, all other assets of Agent shall be impressed property of the City, and if, for any reason such property can- with a trust for the amount thereof and the City shall be entitled to the preferred claim upon such assets enjoyed by any trust beneficiary. Property held by the Agent hereunder shall not be deemed to be a banking deposit of the City to the extent that the Agent 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 property held hereunder, such property shall be and remain the any time resign by giving not less than 60 days' written notice c) Resignations: Successor Trustee. The Agent may at to the City. -Upon merger or consolidation of-the Agent, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such successor corporation shall be authorized to act as agent. upon the resignation of the Agent, which shall be communicated in writing to the City and by mailing notice thereof to any registered holders of the 1984 Notes, or in City reserves the power to appoint a successor Agent. If no suc- the event the Agent becomes incapable of acting hereunder, the cessor agent shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Agent may petition any court of com- petent jurisdiction for the appointment of a successor agent, or any holder of the 1984 Notes who has been a bona fide holder of a -4- ~~ a .. all other similarly situated, petition any such court for the 1984 Note for at least six months may, on behalf of himself and appointment of a successor agent. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint tions comparable to the resigning Agent. a successor agent. Such successor agent shall have qualifica- the City and to its predecessor agent an instrument accepting such appointment hereunder, and thereupon the resignation of the predecessor agent shall become effective and such successor agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as agent hereunder; but nevertheless, on written request of the City or on the request of the successor agent, the agent ceasing to act shall execute and deliver an instrument transferring to such successor agent, upon the terms herein expressed, all the rights, powers and duties of the agent so ceasing to act. Upon the request of any such successor agent, the City shall execute any vesting in and confirming to such successor agent all such and all instruments in writing for more fully and certainly rights, power and duties. Any predecessor agent shall pay over to its successor agent a proportional art of the Agent's fee hereunder. R -1 my successor agent shall execute, acknowledge and deliver to d ) Fees. The Agent a6wledges receipt from the City of the sua FOUR THOUS~lB..kIFTY DOLLARS ($4,050) as and for full compensation for all [serqices to be performed by it as upon or claim against the nbnies 'and investments in the Escrow Account. q:~, 0 I Agent under this Agreement.*he.&gent expressly waives any lien to and for the benefit of the holders of the 1984 Notes and the 5. Arbitrage. The City and the Agent covenant and agree, Bonds, that no investment of the monies on deposit in the Escrow Account will be made in a manner that would cause the 1984 Notes or the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the thereunder (the "Regulations") . "Code") or any income tax regulations promulgated or proposed of the Code, and Regulations, the Agent agrees that it will not In order to ensure continuing compliance with Section 148 invest the cash balance nor reinvest any cash received in payment of the principal of and interest on the federal securities held in the Escrow Account nor redeem such federal securities except on reinvestment shall continue unless and until the City requests as specifically provided in Section 1 hereof. Said prohibition that such reinvestment be made. Prior to any such request for reinvestment of the proceeds from the federal securities held in the Escrow Account, the City shall provide to the Agent: (i) an opinion by an independent public accountant that after such rein- vestment the principal amount of the substituted securities, together with the earnings thereon and other available monies, a -5- will be sufficient to pay, as the same become due, all principal of, redemption premium where required, and interest on the 1984 Notes which have not then previously been paid, and (11) an unqualified opinion of nationally recognized bond counsel to the effect that (a) such reinvestment will not cause the 1984 Notes Section 148 of the Internal Revenue Code of 1986, as amended, and and the Bonds to be "arbitrage bonds" within the meaning of the income tax regulations in effect thereunder on themdate of such reinvestment, and (b) such reinvestment complies with the Constitution and laws of the State of Wisconsin and the provi- sions of all relevant documents relating to the issuance of the 1984 Notes and the Bonds. 6. Miscellaneous. entered into by the City and the Agent for the benefit of the a) Third Party Beneficiaries. This Agreement has been holders of the-1984 Notes, and is not revocable by the City or Escrow Account and all income therefrom have been irrevocably the Agent, and the investments and other funds deposited in the appropriated for the payment and redemption of the 1984 Notes and interest thereon when due, in accordance with this Agreement. This Agreement shall be binding upon and shall inure to the bene- fit of the City and the Agent and their respective successors and party beneficiary contract for the be efit of the,holders of the assigns. In addition, this Agreement sh6.11 constitute a third 1984 Notes. Said third party benefd,ciaries shall be entitled to enforce performance and observance.by,,,the City and the Agent of the respective agreements and cobenants herein contained as fully hereto. and completely as if said th+$' barty beneficiaries were parties p. .- '. &. j.: b) Severability. If any section, paragraph, clause or provision of this Agreement shall be invalid or ineffective for any reason, the remainder of this Agreement shall remain in full force and effect, it being expressly hereby agreed that the parties hereto notwithstanding any such invalidity. remainder of this Agreement would have been entered into by the c) Termination. This Agreement shall terminate upon the payment of all of the principal of and interest on the 1984 Notes. The parties realize that some of the funds hereunder may remain upon termination. Any funds remaining upon termination shall be returned to the City for deposit in the account desig- nated "Debt Service Fund Account for $3,505,000 City of Muskego General Obligation Corporate Purpose Bonds dated November 19, 1987" created by the Authorizing Resolution and used solely to pay the principal of and interest on the Bonds. Termination of this Agreement shall not, of itself, have any effect on the City's obligation to pay the 1984 Notes and the Bonds in full in accordance with the respective terms thereof. -6- Agreement to be duly executed by their duly authorized officers IN WITNESS WHEREOF, the parties hereto have caused this on the date first above written. CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN ( SEAL ) By : Wayne G. Salent Mayor By : Charlotte L. Stewart City Clerk FIRST BANK (N.A.) MILWAUKEE, WISCONSIN By : -7- Exhibit A-1 CITY OF MUSKEG0 $2,300,000* WAUKESHA COUNTY, WISCONSIN GENERAL OBLIGATION PROMISSORY NOTES DATED DECEMBER 1, 1984 Date - Rate Amount 06/01/85 12/01/85 06/01/86 12/01/86 06/01/87 12/01/87 06/01/88 12/01/88 8.600 06/01/89 225,000 12/01/89 06/01/90 8.600 225,000 12/01/90 8.600 06/01/91 200,000 12/01/91** 8.900 300,000 Interest Principal 12/01/92 06/01/92 06/01/93 12/01/93 12/01/94** 06/01/94 9.600 1,350,000 Interest 106,100.00 106,100.00 106,100.00 106,100.00 106,100.00 106,100.00 106,100.00 106,100.00 96,425.00 96,425.00 86,750.00 86,750.00 78,150.00 78,150.00 64,800.00 64,800.00 64,800.00 64,800.00 64,800.00 64,800.00 Principal and Interest 106,100.00 106,100.00 106,100.00 106,100.00 106,100.00 106,100.00 106,100.00 331,100.00 96,425.00 321,425.00 86,750.00 286,750.00 78,150.00 378,150.00 64,800.00 64,800.00 64,800.00 64,800.00 1,414,800.00 64,800.00 **To be called December 1, 1990 at 100% *Outstanding Amount: $2,300,000 A-1 EXHIBIT B-1 U.S. TREASURY SECURITIES (State and Local Government Series) For Delivery November 19, 1987 Par Coupon Type Maturity Date Amount Rate cost (See Attached Subscription Forms) B-1 Exhibit C-1 NOTICE OF CALL* to Holders of City of Muskego Waukesha County, Wisconsin General Obligation Promissory Notes Dated December 1, 1984 ~ NOTICE IS HEREBY GIVEN that the Notes of the above-referenced issue which mature on December 1, 1991 and 1994 have been called for prior payment on December 1, 1990. Upon presentation and surrender of said Notes to First Bank (N.A.), Milwaukee, Wisconsin, the registrar for said Notes, the owners thereof will be paid the principal amount of the Notes, plus accrued interest to the date of prepayment. 0 Said Notes will cease to bear interest on December 1, 1990. By Order of the Common Council City of Muskego City Clerk Dated * Notice to be sent by registered or certified mail to the registered holders of the 1984 Notes as shown on the regis- tration books of the City maintained by the Bond Registrar, First Bank (N.A.), Milwaukee, Wisconsin and to be provided to New York, New York or Chicago, Illinois not less than a financial newspaper of national circulation published in thirty (30) days prior to the date of redemption. c-1 Exhibit D-1 BOND ISSUANCE EXPENSES Advisory Fee, Ehlers and Associates, Inc. Bond Counsel, Mulcahy & Wherry, S .C. Escrow Agent, First Bank (N.A.) Bond Registrar, First Bank (N.A.) Reimbursement for Travel Expenses Presentation to Moody's Investors Service Bond Insurance Premium, FGIC Computer Services (EhleKS) $31,947 6,500 4,050 1,500 31,022 2,000 Total: $ D- 1