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CCR1988138COMMON COUNCIL - CITY OF MUSKEGO RESOLUTION /113a-aa RESOLUTION AUTHORIZING THE ISSUANCE AND AWARDING THE SALE GENERAL OBLIGATION PROMISSORY OF $4,995,000; TAX IN CONNECTION THEREWITH NOTES: AND LEVYING A L' it is necessary, desirable and in the best interests of the City WHEREAS, the Common Council hereby finds and determines that of Muskego, waukesha County, Wisconsin (the "City") to raise funds for the purpose of paying the cost of various capital extensions and improvements, street construction and public works improvements and equipment acquisition, including water and sewer and other equipment (the "Project"), and refinancing a portion of its outstanding obligations, to wit: its General Obligation Promissory Notes dated September 1, 1983 (the "Prior Issue") tions shall be referred to as the "Refunding"), and there are (hereinafter the refinancing of the City's outstanding obliga- insufficient funds on hand to pay said costs; WHEREAS, the Common Council hereby finds and determines that the Project is within the City's power to undertake and therefore serves a "public purpose" as that term is defined in Section 67.04(1)(b) of the Wisconsin Statutes; WHEREAS, the Common Council deems it to be necessary, Prior Issue for the purpose of restructuring its outstanding desirable and in the best interest of the City to refund the indebtedness; 67.12(12) of the Wisconsin Statutes to borrow money and issue WHEREAS, cities are-authorized by the provisions of Section general obligation promissory notes for such public purposes to refinance their outstanding obligations; WHEREAS, on June 8, 1988 the Finance Committee discussed the posed note issue and directed the City's financial consultant, tentative timetable and other details with respect to the pro- Ehlers and Associates, Inc., Minneapolis, Minnesota ("Ehlers") to take the necessary steps to sell the proposed note issue; WHEREAS, a Short Form Notice of Sale and an Official Notice of Sale (copies of which are attached hereto as Exhibits A and B, distributed setting forth the details of and the bid requirements incorporated herein by this reference) have been prepared and cating that the general obligation promissory notes would be for the aforesaid general obligation promissory notes and indi- offered for public sale on June 14, 1988; 1 .? ,.. .~ WHEREAS, the following sealed bid proposals were received: 0 BIDDER NET INTEREST COST NET INTEREST RATE Harris Trust and $2,147,697.92 Savings Bank 6.5125% First Wisconsin 2,193,639.15 National Bank 6.6519 The Northern Trust 2,187,007.49 6.6317 Company Clayton Brown h 2,171,177.49 Associates, Inc. 6.5056 WHEREAS, it has been determined that the bid proposal sub- mitted by the Harris Trust and Savings Bank, Chicago, Illinois Official Notice of Sale and is deemed to be the most advantageous fully complies with the bid requirements set forth in the to the City. A copy of said bid is attached hereto as Exhibit c and incorporated herein by this reference. City that: NOW. THEREFORE, BE IT RESOLVED by the Common Council of the Official Notice of Sale and other offering materials prepared and Section 1. Ratification. The published Notices of Sale, circulated by Ehlers are hereby ratified and approved. indebtedness, the Mayor and City Clerk-Comptroller are hereby authorized, empowered and directed to make, execute, issue and sell to the Purchaser for, on behalf of and in the name of the City, general obligation promissory notes aggregating the THOUSAND DOLLARS ($4,995,000) (the "Notes") for the sum of FOUR principal amount of FOUR MILLION NINE HUNDRED NINETY-FIVE DOLLARS AND FIFTY CEWS ($4,945,549.50), plus accrued interest to the date of delivery, resulting in a net interest cost of TWO DOLLARS AND NINETY-TWO CENTS ($2,147,697.92) and an average net interest rate of 6.5125%. Section 2. Sale of the Notes. To evidence such MILLION NINE HUNDRED FORTY-FIVE THOUSAND FIVE HUNDRED FORTY-NINE MILLION ONE HUNDRED FORTY-SEVEN THOUSAND SIX HUNDRED NINETY-SEVEN designated "General Obligation Promissory Notes"; shall be dated Section 3. Terms of the Notes. The Notes shall be June-30, 1988; shall be in the denominakion of $5,000 or any integral multiple thereof; shall be numbered 1 and upward; shall bear interest at the rates set forth below; and shall mature amounts as follows: serially on June 1 of each year, in the years and principal -2- .r 1 I' .' Year 1990 1991 1992 1993 1994 1995 1996 1997 1998 Principal Amount S 50,000 50,000 1,200,000 1,150,000 275,000 50,000 350,000 1,195,000 675,000 Interest Rate 5.50% 5.65 5.80 6.00 6.20 6.30 6.60 6.45 6.70 Interest is payable commencing on June 1, 1989 and semi-annually thereafter on December 1 and June 1 of each year. years and amounts shall be used to pay the cost of the Project: Section 3A. Allocation. The Notes maturing in the following Year 1990 1991 1992 1993 1995 1994 1996 Amount $ 50,000 100,000 50,000 100,000 50,000 100,000 100,000 0 1997 645,000 The balance of the Notes shall be used to pay the cost of the Refunding. Citv. the Notes maturina on June 1. 1994 and thereafter shall be Section 4. Redemption Provisions. At the option of the subject to redemption piior to maturity on June 1, 1993 or on any interest payment date thereafter. Said Notes 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. reaistered form and shall be executed and delivered in Section 5. Form of the Notes. The Notes shall be issued in sugstantially the form attached hereto as Exhibit D and incorporated herein by this reference. purpose of paying the principal of and interest on the Notes as Section 6. Direct Annual Irrepealable Tax Levy. For the the same becomes due, the full faith, credit and resources of the upon all of the taxable property of the City a direct annual City are hereby irrevocably pledged, and there is hereby levied irrepealable tax in the years and in the amounts as follows: - 3- Levy Year 1988 1989 1990 1991 1993 1992 1994 1995 1996 1997 Amount $ 441,972.41 359,995.00 357,207.50 1,422,445.00 1,403,095.00 430,332.50 215,545.00 485,382.50 1,279,660.00 697,612.50 0 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 for said years are collected. So long as any part of the principal of or interest on the Notes remains unpaid, the tax hereinabove levied carried onto the tax roll may be reduced in any year by the shall be and continues irrepealable except that the amount of tax amount of any surplus in the Debt Service Fund Account created herein. hereby established in the City treasury a fund account separate Section 7. Segregated Debt Service Fund Account. There is designated "Debt Service Fund Account for $4,995,000 City of and distinct from all other fbnds or accounts of the City- ' 0 which fund account shall be used solely for the purpose of paying Muskego General Obligation Promissory Notes dated June 30, 1988". the principal of and interest on the Notes. There shall be Notes at the time the Notes are delivered to the Purchaser, all deposited in said fund account all accrued interest paid on the money raised by taxation pursuant to Section 6 hereof, and all other sums as may be necessary to pay principal of and interest on the Notes as the same become due. Said fund account shall be used for the sole purpose of paying the principal of and interest on the Notes and shall be maintained for such purpose until such indebtedness is fully paid or otherwise extinguished. Section 8. Construction Fund and Refunding Fund. The proceeds of the Notes (the "Note Proceeds") (other than any premium and accrued interest which must be paid at the time of the delivery of the Notes into the Debt Service Fund Account created above) shall be deposited into an account separate and distinct from all other funds and disbursed solely for the of and the interest on the Notes. I purposes for which borrowed or for the payment for the principal Section 9. Arbitrage Covenant. The City shall not take any action with respect to the Note Proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken on the date of the delivery of and payment for the Notes (the "Closing"), would cause the Notes to be "arbitrage bonds" within the meaning of Section 148 -4- 't >~ L of the Internal Revenue Code of 1986, as amended (the "Code") and any income tax regulations promulgated thereunder (the "Regulations"). 0 The Note Proceeds may be temporarily invested in legal investments until needed, provided however, that the City hereby covenants and agrees that so long as the Notes remain maintained in connection with the Notes, whether such moneys were outstanding, moneys on deposit in any fund or account created or derived from Note Proceeds or from any other source, will not be used or invested in a manner which would cause the Notes to be "arbitrage bonds" within the meaning of the Code or Regulations. The City Clerk, or other officer of the City charged with responsibility for issuing the Notes, shall provide an appropriate 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 Note Proceeds and the facts and estimates on which such expectations are based, all as of the Closing. from Rebate; Qualified Tax-Exempt Obligation Status. The City herebv further covenants and aarees that it will take all Section 10. Additional Tax Covenants; Small Issuer Exemption necessary steps and perform ali obligations required by the Code of the Notes) to assure that the Notes are obligations described and Regulations (whether prior to or subsequent to the issuance in Section 103(a) of the Code, the interest on which is excluded their term. The City Clerk or other officer of the City charged with the responsibility of issuing the Notes, shall provide an appropriate certificate of the City as of the Closing, for can and covenanting that it will comply with the provisions of inclusion in the transcript of proceedings, certifying that it the Code and Regulations. from gross income for federal income tax purposes, throughout Further, it is the intent of the City to take all reasonable that the Notes will continue to be obligations described in and lawful actions to comply with any new tax laws enacted so Section 103(a) of the Code, the interest on which is excluded from gross income for federal income tax purposes. In accordance with Section 148(f)(4)(C) of the Code, the City powers; that the Notes are not "private activity bonds" as covenants that it is a governmental unit with general taxing defined in Section 141 of the Code; that ninety-five percent (95%) or more of the net proceeds of the Notes are to be used for local governmental activities of the City; and that the aggregate face amount of all tax-exempt obligations (other than "private activity bonds") issued by the City, including all subordinate entities of the City, during calendar year 1988 will not exceed $5,000,000 excluding, however, tax-exempt obligations which are qualify for the small issuer exemption from the rebate require- not outstanding at Closing. If for any reason the City did not necessary steps to comply with such requirements. ments of the Code, the City covenants that it would take all -5- I . The City hereby designates the Notes to be "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b)(3) of the Code and in support of such designation, the responsibility for issuing the Notes, shall provide an appropriate certificate of the City, all as of the Closing. City Clerk or other officer of the City charged with the prepared in typewritten or printed form, executed on behalf of Section 11. Execution of the Notes. The Notes shall be -~ City Clerk-Comptroller, authenticated by its Fiscal Agent the City by the manual or facsimile signatures of the Mayor and appointed below, sealed with its official or corporate seal or a facsimile thereof and delivered to the Purchaser upon payment to the date of delivery. In the event that either of the officers the City of the purchase price thereof, plus accrued interest to whose signatures appear on the Notes shall cease to be such officers before the delivery of the Notes, such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as if they had remained in office until such delivery. The aforesaid officers are hereby authorized to do all acts and execute and deliver all documents as may be necessary and convenient to effectuate the Closing. principal of and interest on the Notes shall be paid by First Section 12. Payment of the Notes; Fiscal Agent. The Bank (N.A.), Milwaukee, Wisconsin which is hereby appointed as the City's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin Statutes (the "Fiscal Agent"). shall be substantially in the form attached hereto as Exhibit E and incorporated herein by this reference. The Fiscal Agency Agreement between the City and the Fiscal Agent First Bank (N.A.), Milwaukee, Wisconsin is hereby appointed Section 13. Escrow Agent; Escrow Agreement; Escrow Account. Escrow Agent for the City, for the purpose of ensuring the payment of the principal of and interest on the 1983 Notes. The Mayor and City Clerk-Comptroller are hereby authorized and directed to execute an escrow agreement substantially in the form attached hereto as Exhibit F (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 the Common Council of any such modifications), with the Escrow Agent, for the purpose of effecting the provisions of this Resolution. The Note Proceeds allocable to refunding the 1983 Notes, other than any accrued interest which shall be deposited in the aforementioned Debt Service Fund Account, shall be deposited in a refunding escrow account which is hereby created with the Escrow Agent, pursuant to the Escrow Agreement, for the purpose of retaining the required amount of cash, if any, and acquiring the United States obligations provided for in the Escrow Agreement. funds allocable to refunding the 1983 Notes to the Escrow Upon transfer of the Note Proceeds and any other necessary -6- i Account, the taxes heretofore levied to pay debt service on the 1983 Notes shall be abated to the extent such transfer together with investment earnings thereon is sufficient to pay the principal of and interest on the 1983 Notes, but such abatement shall not affect the City's pledge of its full faith, credit and created by the Escrow Agreement shall hereinafter serve as the resources to make such payments. The refunding escrow account Agent shall serve as custodian of said debt service (or sinking) debt service (or sinking) fund for the 1983 Notes. The Escrow funds. calls the 1983 Notes due on and after June 1, 1992 for redemption on June 1, 1990. The City hereby directs the Escrow Agent appointed above to cause a notice of redemption, in substantially the form attached to the Escrow Agreement as Exhibit C-1, to be sent to the Bond Registrar for the 1983 Notes with the direction to give notice of the redemption by registered or certified mail at least 30 days prior to the date of redemption to the registered owner of each 1983 Note to be redeemed and to give notice to The Bond Buyer. Section 14. Redemption of the 1983 Notes. The City hereby Date. All Drior resolutions. rules or other actions of the Section 15. Conflicting Resolutions; Severability; Effective =on Council or any parts thereof in conflict with the provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so conflict. In the event that any one or more provisions hereof shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not effect immediately upon adoption and approval in the manner provided by law. affect any other provisions hereof. The foregoing shall take Adopted and recorded this 14th day of June, 1988. Wayne G. Salentine Mayor ATTEST : Jean K. Marenda City Clerk-Comptroller -7- . EXHIBIT A NOTICE OF SALE $4,995,000 WAUKESHA COUNTY, WISCONSIN CITY OF MUSKEGO DATED JUNE 30, 1988 GENERAL OBLIGATION PROMISSORY NOTES SEALED BIDS will be received until 11:30 a.m. (Central Time) on June 14, 1988 The Notes will be dated June 30, 1988 and will mature serially on June 1 of each year, in the years and principal amounts as follows: Year Principal Amount 1990 $ 50,000 1991 50,000 1992 1,150,000* 1993 1,200,000 1994 50,000 - Year Principal Amount 1995 1996 $ 275,000 350,000 1997 1,195,000 1998 675,000* thereafter on December 1 and June 1 of each year. Interest is payable commencing on June 1, 1989 and semi-annually manner provided in the Official Notice of Sale. The Notes are callable on June 1, 1993 and thereafter in the The Notes are designated "qualified tax-exempt obligations". The Notes are being issued for the purpose of paying the cost of various capital improvements and equipment acquisition, including water and sewer extensions and improvements and street Obligation Promissory Notes dated September 1, 1983. construction, and refunding a portion of the City's General The approving legal opinion of mlcahy & Wherry, S.C. of Milwaukee, Wisconsin; the transcript of proceedings; and printed Notes will be furnished to the successful bidder without cost. Additional information including the Official Notice of Sale and the Preliminary Official Statement may be obtained by Marquette Avenue, Minneapolis, MiMeSOta 55402; Attention: addressing inquiries to: Ehlers and Associates, Inc., 507 Debbie Knieste, (612) 339-8291 or the undersigned. City Clerk-Comptroller Jean K. Marenda City of Muskego W182 S8200 Racine Avenue Muskego, WI 53150 (414) 679-4100 * The City reserves the right to increase or decrease these two maturities subject to the interest rates bid. The total issue size will not be adjusted. EXHIBIT B OFFICIAL NOTICE OF SALE $4,995,000 WAUKESHA COUNTY, WISCONSIN CITY OF MUSKEGO DATED JUNE 30, 1988 GENERAL OBLIGATION PROMISSORY NOTES 0 SEALED BIDS will be received by the City Clerk-Comptroller, City of Muskego, Waukesha County, Wisconsin for all but no part of its $4,995,000 City of Muskego General Obligation Promissory Notes, in the office of Ehlers and Associates, Inc., 20700 West Watertown Road, Waukesha, Wisconsin 53186 until 11:30 a.m. (Central Time) on June 14, 1988 at which time the bids will be publicly opened and read. The marked "Bid for Notes". A regular meeting of the Common Council bids should be directed to the City Clerk-Comptroller and plainly will be held on said date for the purpose of taking action on such bids as may be received. serially on June 1 of each year, in the years and principal The Notes will be dated June 30, 1988 and will mature amounts as follows: Year 1990 1991 1992 1993 1994 1995 1996 1997 1998 Principal Amount $ 50,000 1,150,000* 50,000 1,200,000 50.000 275,000 350,000 1,195,000 675,000* Interest on said Notes will be payable commencing on June 1, 1989 and semi-annually thereafter on December 1 and June 1 of each year. and thereafter shall be subject to redemption prior to maturity At the option of the City, the Notes maturing on June 1, 1994 on June. 1, 1993 or on any interest payment date thereafter. Said Notes 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. * The City reserves the right to increase or decrease these two 0 maturities subject to the interest rates bid. The total issue size will not be adjusted. The Notes shall be issued in registered form in the denomination of $5,000 or any integral multiple thereof. The Notes are payable as to principal upon presentation and surrender Wisconsin, the fiscal agent appointed by the City pursuant to the provisions of Section 67.10(2), Wisconsin Statutes, to act as bond registrar and paying agent (the "Bond Registrar"). Payment of each installment of interest shall be made by check or draft mailed to the registered owner by the Bond Registrar. The City shall pay all costs relating to the registration and transfer of the Notes. thereof at the principal office of First Bank (N.A.), Milwaukee, of and interest on the Notes will be payable from ad valorem taxes, which may be levied without limitation as to rate or Notes shall be issued for the purpose of paying the cost of amount upon all of the taxable property located in the City. The water and sewer extensions and improvements and street various capital improvements and equipment acquisition, including Obligation Promissory Notes dated September 1, 1983. construction, and refunding a portion of the City's General The Notes are general obligations of the City. The principal The City has designated the Notes to be "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, and in support of such designation, the City Clerk-Comptroller or other officer of the City charged with the responsibility for issuing the Notes, shall provide an appropriate certificate of the City as of the date of delivery and payment for the Notes. Bids will be received on an interest rate basis in integral multiples of One-Twentieth (1/20) or One-Eighth (1/8) of One Percent (1%). No interest rate specified for any maturity may be lower than any interest rate specified for any earlier maturity. All Notes of the same maturity shall bear the same interest rate. The Notes shall be awarded to a responsible bidder whose proposal results in the lowest net interest cost to the City. Sealed bids must be mailed or delivered to the undersigned and must be received prior to the time established above for the opening of bids. Each bid must be unconditional. A good faith deposit in the amount of $99,900 must be submitted with each bid. The good faith deposit must be in the form of a certified or cashiers check or bank draft or a wire transfer of funds to Resource Bank & Trust Company, ABA t09-19-0550-6 for further credit to Ehlers and Associates, Inc. Bond Issue Escrow Account t850-788-1, Attention Nancy Allen. The good faith deposit will be retained by the City as liquidated damages if the bid is accepted and the bidder fails to comply therewith. The good faith deposit will be returned to the purchaser at the closing -2- %. 0 I I I I I 0 for the Notes. The bid authorizing the lowest net interest cost (total interest from date of Notes to stated maturities less any cash premium or plus any discount) will be deemed the most favorable. No oral bid and no bid of less than $4,920,075 plus accrued interest on all of the Notes will be considered and the City reserves the right to reject any and all bids and to waive any informality in any bid. The Notes shall be delivered to the successful bidder, anywhere in the continental United States, within approximately forty-five (45) days after the award. Payment at the time of delivery must be made in federal or other immediately available funds. In the event delivery is not made within sixty (60) days after the date of the sale of the Notes, the successful bidder may, prior to tender of the Notes, at its option, be relieved of good faith check shall be returned, but no interest shall be its obligation under the contract to purchase the Notes and its allowed thereon. The successful bidder will be furnished without cost, the unqualified approving legal opinion of Mulcahy & Wherry, S.C. of Milwaukee, Wisconsin. A copy of said legal opinion shall be printed on the reverse side of the Notes. A transcript of the No-litigation Certificate) and printed Notes shall be furnished proceedings relative to the issuance of the Notes (including a to the successful bidder without cost. CUSIP numbers will be printed on the Notes. successful bidder shall furnish to the City a certificate, made Simultaneously with or before delivery of the Notes, the on the best knowledge, information and belief of the successful bidder, acceptable to bond counsel, stating the initial ~ further stating that a substantial amount of each maturity of the reoffering prices to the public of each maturity of the Notes and Notes was sold to the public or final purchasers thereof (not organizations acting in the capacity of underwriters or including bond houses and brokers or similar persons or wholesalers) at or below such initial reoffering prices. bids and to waive any and all irregularities. The Common Council reserves the right to reject any and all may be obtained by addressing inquiries to: Ehlers and Associates, Inc., Minneapolis, Minnesota 55402; Attention: Debbie Knieste, (612) 339-8291 or the undersigned. Copies of the Official Statement and additional information Jean K. Marenda City Clerk-Comptroller W182 S8200 Racine Avenue City of Muskego Muskego, WI 53150 (414) 679-4100 -3- . EXHIBIT D UNITED STATES OF AMERICA STATE OF WISCONSIN WAUKESHA COUNTY I NUMBER DOLLARS GENERAL OBLIGATION PROMISSORY NOTE CITY OF MUSKEGO MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP: June 30, 1988 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL MEN BY THESE Waukesha County, Wisconsi itself to owe and 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 interest per annum identified above, all subject to the provisions set forth herein regarding redemption prior to maturity. Interest is payable commencing on June 1, 1989 and semi-annually thereafter on December 1 and June 1 of each year until the aforesaid principal amount is paid in full. Both the principal of and interest on this Note are payable Milwaukee, Wisconsin, the fiscal agent appointed by the City in lawful money of the United States by First Bank (N.A.), pursuant to the provisions of Section 67.10(2), Wisconsin Statutes, to act as bond registrar and paying agent (the "Bond Registrar"). This Note 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 registration books of the City maintained by the Bond Registrar next preceding the interest payment date and shall be paid by at the close of business on the 15th day of the calendar month check or draft of the Bond Registrar mailed to such registered owner at 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. . hereon as aforesaid and for the levy of taxes sufficient for that For the prompt payment of this Note together with interest hereby irrevocably pledged. purpose, the full faith, credit and resources of the City are principal amount of $4,995,000. all of which are of like tenor, except as to denomination, interest rate, maturity date and provisions of Section 67.12(12), Wisconsin Statutes, for the redemption provision, issued by the City pursuant to the. purpose of paying the cost of various capital improvements and equipment acquisition, including water and sewer extensions and improvements, street construction and public works and other This Note is one of an issue of Notes aggregating the equipment, and the City's General Obligation 1, 1983, all as authorized on Council duly adopted by said ng held on June 14, 1988. Council for said date. of the Common June 1, 1994 to maturity on June 1, 1993 or on any interest payment date thereafter. Said Notes are redeemable as a whole or in part, in inverse order of maturity and within each maturity by lot (as selected by the Bond Registrar), at the principal amount thereof, plus accrued interest to the date of redemption. 0 direct the Bond Registrar to give notice of such redemption by registered or certified mail at least thirty (30) days prior to Note to be redeemed, in whole or in part, at the address shown on the date fixed for redemption to the registered owner of each 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 Notes 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 Notes shall no longer be deemed to be outstanding. Before the redemption of any of the Notes, the City shall The Notes are issued in registered form in the denomination of $5.000 or any integral multiple thereof. This Note may be exchanged at the principal office of the Bond Registrar for a like aggregate principal amount of Notes of the same maturity in other authorized denominations. executed by the registered owner hereof or by such owner's duly This Note is transferable by'a written assignment duly authorized legal representative. Upon such transfer a new registered Note, in authorized denomination or denominations and in the same aggregate principal amount, shall be issued to the transferee in exchange hereof. -2- The City and the Bond Registrar may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof, premium, if any, hereon and interest due hereon and for all other purposes, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. things and acts required by law to exist or to be done prior to It is hereby certified and recited that all conditions, and in connection with the issuance of this Note have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the City, including this Note and others issued simultaneously herewith, does not exceed any limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual irrepealable tax has been levied sufficient to pay this Note, together with the interest thereon, when and as payable. It is hereby further certified that the City has designated this Note 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. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Wisconsin, by its governing body, has caused this Note to be executed for it and in its name by the facsimile signatures of authenticated by the Bond Registrar; and to be sealed with a fac- its duly qualified Mayor and City Clerk-Comptroller; to be simile of its official or corporate seal. The City, by the afores.aid authentication of^ this Note, does adopt such facsimile signatures as proper signatures, all as of the 30th day of June, 1988. IN WITNESS WHEREOF, the City of Muskego, Waukesha County, CITY OF MUSKEGO. WAUKESHA le signature) By : Ciwlerk-Comptroller -3- Date of Authentication: CERTIFICATE OF AUTHENTICATION This Note is one of the City of Muskego General Obligation Promissory Notes described in the within-mentioned resolution. FIRST B as Bon uthorized Signature ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto fi (Name an ess of Assignee) (Social Security Identifying Number of Assignee) the within Note and ghts thereunder and hereby irrevocably constitutes and app registration thereof, with full power of substitution in the premises. Dated : Signature Guaranteed: Legal transfer said Note on the books kept for (e.g. Bank, Trust Company (Registered Owner) or Securities Firm) NOTICE: This signature must correspond with the name of the registered owner as it ' (Authorized Officer) appears upon the face of the within Note in every particular, without alteration or enlarge- ment or any change whatever. e -4- .. EXHIBIT E FISCAL AGENCY AGREEMENT 1988, 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"). THIS AGREEMENT is made and entered into the 30th day of June, WITNESSETH: sum of FOUR MILLION NINE HUNDRED NINETY-FIVE THOUSAND DOLLARS and the resolution adopted by the Municipality on June 14, 1988, ($4,995,000) pursuant to Section 67.12(12), Wisconsin Statutes, and has authorized the issuance and sale of $4,995,000 principal amount of general obligation promissory notes to evidence such indebtedness (the "Obligations"). The Obligations shall be June 30, 1988; shall bear interest at the rates set forth below; designated "General Obligation Promissory Notes"; shall be dated and shall mature serially on June 1 of each year, in the years and principal amounts as follows: WHEREAS, the Municipality has authorized the borrowing of the Year 1990 1991 1992 1993 1994 1995 1996 1997 1998 - Principal Amount 1 ,i95, ooo 675,000 Interest Rate % Interest shall be payable commencing on June 1, 1989 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; WHEREAS, the Municipality is issuing the Obligations in Code of 1986, as amended, and any applicable income tax registered form pursuant to Section 149 of the Internal Revenue regulations; and, WHEREAS, pursuant to the aforesaid resolution or resolutions and Section 67.10(2), Wisconsin Statutes, the Common Council of Fiscal Agent of the Municipality for the purpose of performing the Municipality has authorized the appointment of the Bank as 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, maintaining a registration book in addition to other applicable authenticating, transferring, and cancelling the Obligations: and 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 otherwise specifically delegat by the Municipality. 11. The Bank is hereby appointed Fiscal Agent of the Municipality The Fiscal Agent s funds held for the payme interest or principal on the igation to invest Obligations. 111. PAYMENTS interest payment date (commencing with the first interest payment At least one (1) business day before each semi-annual date 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 immediately available funds, a sum equal to the amount payable 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 principal payment dates and amounts are set forth in Exhibit-A-1 which-is attached hereto and incorporated herein by this reference. IV. CANCELLATION In every case of the surrender of any Obligation for the purpose of payment, the Fiscal Agent shall cancel and destroy the cancellation, setting forth an accurate description of the same and deliver to the Municipality a certificate regarding such Obligation, specifying its number, date, purpose, amount, rate of interest, and payment date and stating the date and amount of 0 -2- .. 0 I I 1, e 0 each payment of principal or interest thereon. The Fiscal Agent or exchange and deliver a certificate with respect to such shall also cancel and destroy Obligations presented for transfer transfer or exchange to the Municipality. The Fiscal Agent shall be permitted to microfilm, or otherwise photocopy and record said cancelled Obligations. V. REGISTRATION BOOK Registration Book containing the names and addresses of all registered owners of the Obligations. The Fiscal Agent shall keep confidential said information in accordance with applicable banking and governmental regulations. Fiscal Agent shall maintain in the name of the Municipality a VI. INTEREST PAYMENT Payment of each installment of interest shall be made to the close of business on the ndar month next registered owner who shall appear on the Registration Book at the draft of the Fiscal Agent preceding the interest pa be paid by check or address as it appears in suc to the Fiscal Agent. address as may be furnished stered owner at his by such registered owner ion Book or at such other VII. Principal shall be paid to the registered owner of an maturity or redemption date. Obligation upon surrender of the Obligation on or after its VIII. REDEMPTION NOTICE to redeem any of the Obligations, the Municipality shall direct In the event the Municipality exercises its option, if any, the Fiscal Agent to give notice of such redemption by registered or certified mail at least thirty days prior to the date fixed for redemption to the registered owner of each Obligation to be Registration Book. Such direction shall be given at least redeemed in whole or in part at the address shown in the thirty-five days prior to such redemption date. In addition, in accordance with the recommendations of the notice of any call for redemption to all registered securities Securities and Exchange Commission, the Fiscal Agent shall give depositories and to a national information service that disseminates notices of redemption of obligations such as the Notes, but neither a defect in this additional notice nor any failure to give all or any portion of such additional notice shall in any manner defeat the effectiveness of a call for redemption. -3- IX. TRANSFER AND EXCHANGE OF OBLIGATIONS of printed Obligations requested by the purchaser or purchasers of the Obligations no less than five business days prior to the date of delivery of and payment for the Obligations (the "Closing") which are complete except for some or all of the following: The Municipality will supply the Fiscal Agent with the number 1. Name of registered owner 2. Face principal amount 3. Maturity date 4. Interest rate 5. Registration date, if any 6. Serial numbers 7. CUSIP 0. Authen ure The Fiscal Agent will pr ations in the name of a purchaser or purchasers by the Municipality so as to be available for authe the Fiscal Agent at Closing. Said purchaser or purc become the first registered Agent shall transfer Obligations upon presentation of a written ions at Closing. The Fiscal 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. owners of the full iss The Obligations shall be numbered 1 and upward. Upon any bear the next highest consecutive unused number or numbers. transfer or exchange, the Obligation or Obligations issued shall X. AUTHENTICATION on each Obligation on the date of delivery, transfer or exchange of such Obligation. The Fiscal Agent shall distribute and/or retain for safekeeping the Obligations in accordance with the direction of the registered owners thereof. The Fiscal Agent shall sign the Certificate of Authentication -4- XI. STATEMENTS The Fiscal Agent shall furnish the Municipality with an accounting of payments received and made and funds on hand annually. XII. FEES The Municipality agrees to pay the Fiscal Agent fees in accordance with the fee schedule provided by the Fiscal Agent which is attached hereto as Exhibit B-1 and incorporated herein by this reference until the final principal payment (or redemption date in the event the Municipality exercises its payable on the dates principal is due or pursuant to statements option, if any, to redeem the Obligations). Such fees are provided to the Municipality by the Fiscal Agent. In the event the Municipality exercises its option, if any, to redeem the Obligations, the Fiscal Agent shall be reimbursed for mailing costs related therewith. the event the check or e registered owner is not its date, then the monies representing such shall be returned to the Municipality or to such b entitled by law to receiv e, together with the name of the registered owner of t gation and the last mailing address of record. There responsible for the payment of such check or draft. , the Fiscal Agent shall not be cer or body as may then be (b) Resignations; Successor Fiscal Agent. Fiscal Agent may at any time resiqn by qiving not less than sixty days written notice to Municipality: Upon receiving such notice-of Fiscal Agent by an instrument in writing executed by order of its resignation, the Municipality shall promptly appoint a successor 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 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. to Section 67.10(2), Wisconsin Statutes, as amended. Any successor fiscal agent shall be qualified to act pursuant 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 Any successor fiscal agent shall execute, acknowledge and -5- 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 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 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. nevertheless, on written request of Municipality, or on the (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 disbursements of Fiscal Agent. Termination of this Agreement over to the Municipality after deduction of any unpaid fees and shall not, of itself, have any effect on nunicipality's obligation to pay the outstanding Obligations in full in accordance with the terms thereof. being duly authorized so to do, each in the manner most IN WITNESS WHEREOF, the parties have executed this Agreement, appropriate to it, on the date first above written. CITY OF MUSKEGO WAUKESHA COUNTY,nWISCONSIN ( SEAL ) By : Wayne Mayo5entine P And : \\ n JeaH. Marenda City Clerk-Comptroller MILWAUKEE, WISCONSIN FIRST BANK (N.A.) By : /n\ -6- EXHIBIT F ESCROW AGREEMENT THIS ESCROW AGREEMENT, made and entered into the 30th day of Wisconsin (the "City") and First Bank (N.A.), Milwaukee, June, 1988 by and between City of mskego, Waukesha County, Wisconsin, a national banking association with trust powers (the "Agent ) . WITNESSETH: Obligation Promissory Notes, dated September 1, 1983 (the "1983 Notes") (hereinafter the 1983 Notes shall be referred to as the "Prior Issue"). The 1983 Notes is payable from ad valorem taxes levied on all taxable property in the City. WHEREAS, the City has duly issued $5,390,000 General - and in the amounts shown in WHEREAS, the 1983 Notes mature and bear interest on the dates WHEREAS, the City has aut nd issued $4,995,000 prin- Promissory Notes, dated cipal amount of its General June 30, 1988 (the "Notes" portion is for the purpose of refunding the Prior Issue WHEREAS, in order to necessary to irrevocably plish the Refunding, it is it in trust an amount (in the form ment income therefrom, will be sufficient to. pay when due the of investment securities and cash) which, together with invest- - principal of and interest on the Prior Issue; WHEREAS, to accomplish the Refunding, the Agent has been appointed depository of the proceeds of the Notes and other funds of the City (in the form of investment securities and cash) as hereinafter specified; and, WHEREAS, execution of this Agreement has been duly authorized by a resolution of the City entitled: "Resolution Authorizing the Issuance and Awarding the Sale of $4,995,000; General Therewith" (the "Authorizing Resolution") adopted by the Common Obligation Promissory Notes; and Levying a Tax in Connection Council of the City at a meeting on June 14, 1988. NOW, THEREFORE, the parties hereto recite, and in con- agree as follows for the equal and proportionate benefit and sideration of the mutual covenants contained herein, covenant and security of the holders of the Prior Issue and any coupons appur- tenant thereto: i a 0 e Agreement, the City has deposited with the Agent, receipt thereof is hereby acknowledged by the Agent, S being the proceeds of the Notes allocable to refunding the Prior Issue in the amount of $ and other funds of the City (1988 Debt Service Funds on hand for the Prior Issue in the amount of $ ). 1. Trust Deposit. Concurrently with the execution of this accordance with this Agreement. The City represents and warrants that the foregoing, if held, invested and disposed of by Agent in accordance with this Agreement, will be sufficient, without the need for any further investment or reinvestment, to make all 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. The foregoing shall be held and disposed of by Agent only in There is hereby created and ordered established with the Agent an account "City of Muskego Escrow Account" (the The Agent shall deposit the above in the Escrow Account to be used as follo principal amount of Unite a) s e used to purchase the $ ates Treasury Certificates of Indebtedness and Notes - State and Local Government Series Q- SLGs from monies in the Escrow Account and hold the SLGs in the ("SLGs"), described in the attached Exhibit B-1, pay for the Escrow Account; b) S to be used to establish a beginning cash balance in the Escrow Account and applied to repay a portion of the outstanding balance of the Prior Issue; set forth in Exhibit D-1 which the Agent is hereby authorized to pay; and. C) $ to be used to pay issuance expenses as d) s to be remitted to the City to be used for any additional issuance costs (with any remainder thereof to Authorizing Resolution from which the Notes are payable). be deposited into the Debt Service Fund Account created by the Except as set forth in Section 5 hereof, the Escrow Account (other than the cash held pursuant to subsection (b) above) shall remain invested in the SLGs, and the Agent shall not sell or otherwise dispose of the SLGs. Except as set forth in Section 5 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. -2- Conley, McDonald, Sprague h Co., Milwaukee, Wisconsin, has deliv- ered to the City, S.C., for their purposes, a report stating that the firm has 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 presented in their report and the assumption that the principal and interest on the Prior Issue. Based upon the summarized data and interest payments on the federal securities are deposited in the Escrow Account when due, in their opinion, the proceeds from the federal securities plus any initial cash deposit will be suf- ficient for the timely payment of principal and interest, when due on the Prior Issue. , and Mulcahy h Wherry, '0 reviewed the arithmetical accuracy of certain computations based If at any time it shall appear to the Agent that the money in the Escrow Account will not be sufficient to make any payment due to the holders of the Prior Issue, the Agent shall immediately notify the City. Upon receipt of such notice the City shall ! ! forthwith transmit to the Agent in the Escrow Account from legally available funds monies as may be I required to make any such payment 2. Acceptance of Trust. the trust deposit hereunder trust herein imposed. receipt of I j manner and for the purpose= forth in Section 1 hereof. The 3. Application of T& sit; Redemption of 1983 Notes. I The Agent agrees to apply e unds received from the City the Agent acknowledges receipt and purchase of the cash and United States government securities described in Section 1 hereof and agrees that it will hold such cash and United States government securities in the Escrow Account and will collect and receive on behalf of the City all payments of principal and interest on such securities and will remit from said Escrow Account to the bond required from time to time for the payment of principal and registrar and fiscal agent for the 1983 Notes, the monies interest thereon as shown in Exhibit A-1. The City has hereto- directed the Agent and the Agent hereby agrees to give notice of fore called the 1983 Notes for redemption and authorized and an intended redemption of the 1983 Notes by filing an appropriate notice (in substantially the forms attached hereto as Exhibit - C-1) in the manner and at the times set forth on Exhibit C-1 and in the Authorizing Resolution. 4. The Agent. fifteen (15) days after December 31 of each year, commencing on December 31, 1988, and while this Agreement is in effect, forward by first class mail to the City a report of the receipts, income, investments, redemptions and payments of and from the Escrow Account during the preceding calendar year, including in such a) Annual Report. The Agent shall, on or within e -3- report a statement, as of the end of the preceding calendar year, of this Agreement. The City shall have the right, at any time regarding the manner in which it has carried out the requirements during business hours, to examine all of the Agent’s records regarding the status and details of the Escrow Account. wise permitted under Section 3 hereof, the Agent shall keep all b) Separate Funds; Accountability. Except as other- monies, securities and other properties deposited hereunde;, 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 fun s held by Agent, belonging to the City and a special account ther f, evidencing such fact, shall at all times be maintained e books of Agent. All uninvested money held at any t continuously secured by the de t in a Federal Reserve Bank or he Escrow Account shall be direct obligations of the Un amount always not less th && otal amount of uninvested money ates of America in a principal in the Escrow Account. I is derstood and agreed that the responsibility of the Age der this Agreement is limited to the safekeeping and segrega on of the monies and securities deposited with it for the Escrow Account, and the collection of and accounting for the principal and interest payable with respect thereto. 4 property held hereunder, such property shall be and remain the property of the City, and if, for any reason such property cannot be identified, all other assets of Agent shall be impressed with a trust for the amount thereof and the City shall be entitled to the preferred claim upon such assets enjoyed by any trust benefi- ciary. 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 (including any thereof. right of set-off) and the City shall have no right of withdrawal In the event the City is unable or fails to account for any anv time resian bv aivina not less than 60 davs’ written notice c) Resignations; Successor Trustee. The Agent may at - to- the City. Upon merge; or consolidation of- the Agent, if the law to conduct such business, such successor corporation shall be resulting corporation is a bank or trust company authorized by which shall be communicated in writing to the City and by mailing authorized to act as agent. upon the resignation of the Agent, notice thereof to any registered holders of the 1983 Notes, or in the event the Agent becomes incapable of acting hereunder, the ” -4- City reserves the power to appoint a successor Agent. If no suc- cessor agent shall have been so appointed and have accepted 0 resignation, the resigning Agent may petition any court of com- appointment within 30 days after the mailing of such notice of petent jurisdiction for the appointment of a successor agent, or any holder of the 1983 Notes who has been a bona fide holder of a 1983 Note for at least six months may, on behalf of himself and all other similarly situated, petition any such court for the appointment of a successor agent. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor agent. Such successor agent shall have qualifica- tions comparable to the resigning Agent. Any successor agent shall execute, acknowledge and deliver to the City and to its predecessor agent an instrument accepting predecessor agent shall become effective and such successor such appointment hereunder, and thereupon the resignation of the vested with all the rights, powers, duties and obligations of its agent, without any further act, deed or conveyance, shall become predecessor hereunder, with like e agent hereunder; but nevertheless as if originally named as or on the request of the succes ritten request of the City act shall execute and delive t, the agent ceasing to ment transferring to such successor agent, upon the te powers and duties of the a expressed, all the rights, request of any such succes asing to act. upon the and all instruments in wri more fully and certainly , the City shall execute any vesting in and confirming ssor agent all such rights, power and duties. Any predecessor agent shall pay over hereunder. to its successor agent a proportional part of the Agent's fee City of the suiiiiii ($ performed by it as Agent under this Agreement. The Agent expressly waives any lien upon or claim against the monies and investments in the Escrow Account. d) Fees. The Agent acknowledges receipt from the DOLLARS ) as and for full compensation for all services to be 5. Arbitrage. The City and the Agent covenant and agree, to and for the benefit of the holders of the 1983 Notes and the Account will be made in a manner that would cause the Prior Notes, that no investment of the monies on deposit in the Escrow Issue or the Notes 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 the Code, and Regulations, the Agent agrees that it will not 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 In order to ensure continuing compliance with Section 148 of -5- a 0 e as specifically provided in Section 1 hereof. Said prohibition on reinvestment shall continue unless and until the City requests that such reinvestment be made. Prior to any such request for the Escrow Account, the City shall provide to the Agent: (i) an reinvestment of the proceeds from the federal securities held in opinion by an independent public accountant that after such rein- vestment the principal amount of the substituted securities, will be sufficient to pay, as the same become due, all principal together with the earnings thereon and other available monies, of, redemption premium where required, and interest on the Prior unqualified opinion of nationally recognized bond counsel to the Issue which have not then previously been paid, and (ii) an effect that (a) such reinvestment will not cause the Prior Issue Section 148 of the Internal Revenue Code of 1986, as amended, and and the Notes to be "arbitrage bonds" within the meaning of the income tax regulations in effect thereunder on the date 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 Prior Issue and the Notes. 6. Miscellaneous. n a) Third Party BenefiAies. This Agreement has been entered into bv the Citv and tbe=rAcPht for the benefit of the holders of the- Prior Issue, not revocable by the City or the Agent, and the investme other funds deposited in the Escrow Account and all inC0 e efrom have been irrevocably appropriated for the pay redemption of the Prior Issue and interest thereon whe du in accordance with this Agreement. This Agreement shall be b ng upon and shall inure to the bene- fit of the City and the Agent and their respective successors and party beneficiary contract for the benefit of the holders of the assigns. In addition, this Agreement shall constitute a third Prior Issue. Said third party beneficiaries shall be entitled to enforce performance and observance by the City and the Agent of the respective agreements and covenants herein contained as fully and completely as if said third party beneficiaries were parties hereto. - &si 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 remainder of this Agreement would have been entered into by the parties hereto notwithstanding any such invalidity. b) Severability. If any section, paragraph, clause or the payment of all of the principal of and interest on the Prior Issue. The parties realize that some of the funds hereunder may shall be returned to the City for deposit in the account remain upon termination. Any funds remaining upon termination Muskego General Obligation Promissory Notes dated June 30, 1988" designated "Debt Service Fund Account for $4,995,000 City of created by the Authorizing Resolution and used solely to pay the c) Termination. This Agreement shall terminate upon -6- principal of and interest on the Notes. Termination of this Agreement shall not, of itself, have any effect on the City's obligation to pay the Prior Issue and the Notes in full in .a accordance with the respective terms thereof. 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. WAUKESHA COUNTY, WISCONSIN CITY OF MUSKEGO By: Mayor And : Jeanwarenda City Clerk-Comptroller FIRST BANK (N.A.) MILWAUKEE, WISCONSIN By : And : n -7- . EXHIBIT A-1 $5,390,000* City of muskego Waukesha County, Wisconsin General Obligation Promissory Notes Dated September 1, 1983 Debt Service Requirements 0 e Payment Principal Date Amount 12/01/88 06/01/89 $ 275,000 12/01/89 06/01/90 275,000 12/01/90 06/01/91 400,000 12/01/91 06/01/92 1,965,000** 1~2/01/92 06/01/93 2,025,000** Interest Rate ' Interest Amount $216,437.50 8.00% 216,437.50 205,437.50 8.25 194,093.75 177,093.75 8.75 177,093.75 91,125.00 9.00 91,125.00 * Amount Outstanding = $4,940,000 **To be called on June 1, 1990 Fiscal Agent: First Bank (N.A.) Milwaukee, Wisconsin Total Principal and Interest S 216,437.50 491,437.50 205,437.50 480,437.50 194,093.75 594,093.75 177,093.75 2,142,093.75 91,125.00 2,116,125.00 A- 1 . EXHIBIT B-1 U.S. TREASURY SECURITIES (State and Local Government Series) For Delivery June 30, 1988 coupon Rate Forms ) B-1 . .. EXHIBIT C-1 NOTICE OF CALL* to Holders of City of mskego Waukesha County, Wisconsin General Obligation Promissory Notes Dated September 1, 1983 NOTICE IS HEREBY GIVEN that the Notes of the above-referenced issue which mature on June ereafter have been called for prior payment on June Upon presentation and surrender of said Notes, with atured coupons attached, to First Bank (N.A.), Milwauke the bond registrar for said Notes, the holders thereof will be paid the principal amount of the Notes plus accrued interest to the date of prepayment. Said Notes will cease to bear interest on June 1, 1990. By Order of the Common Council City of Muskego City Clerk-Comptroller Dated Bank (N.A.), the registrar and fiscal agent prior to June 1, To be provided by registered or certified mail to First notice of such prepayment by registered or certified mail at 1990. The registrar and fiscal agent shall be directed to give least thirty (30) days prior to June 1, 1990 to the registered owner of each Note to be redeemed at the address shown in the registration books. Notice shall also be provided to The Bond Buyer. c- 1 EXHIBIT D-1 Issuance Expenses Financial Advisory Fee Ehlers and Associates, Inc. Bond Counsel Mulcahy Wherry, S.C. n Rating Moody's Investors Servic Verification Report Conley, McDonald, Escrow Agent First Bank (N.A.) Fiscal Agent First Bank (N.A.) Total : I D- 1