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
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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;
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.~ 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
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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:
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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
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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
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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
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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
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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
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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
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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
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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
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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.
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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
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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
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..
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
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..
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.
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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
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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
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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\
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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
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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.
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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
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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
”
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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
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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
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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
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.
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