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CCR1990287i ,. \ The City Clerk read the following resolution: Resolution No. 287-90 A RESOLUTION AUTHORIZING THE CITY OF MUSKEGO TO BORROW THE SUM OF $2,340,000 BY ISSUING GENERAL OBLIGATION PROMISSORY NOTES PURSUANT TO SECTION 67.12(12) OF THE WISCONSIN STATUTES AND AUTHORIZING THE SALE OF THE NOTES WHEREAS the City of Muskego, Waukesha County, Wisconsin the sum of Two Million Three Hundred Forty Thousand Dollars (sometimes hereinafter called the "City") is presently in need of costs of expansion of the Public Works Department garage, ($2,340,000) for public purposes, including paying part of the renovation of the Parks Department garage, design and planning of a new firehouse, acquisition of a fire truck, construction of street, sewer and water improvements and extensions and other 1991 capital improvement projects; and best interest of the City that the monies needed for such WHEREAS the Common Council deems it necessary and in the purposes be borrowed by issuing general obligation promissory notes pursuant to the provisions of Section 67.12(12), Wis. Stats., upon the terms and conditions hereinafter provided; and proposed issue of $2,340,000 General Obligation Promissory Notes WHEREAS the City has duly received sealed bids for its (the "Notes" ) ; and 0 WHEREAS it has been determined that the best bid received was that submitted by Piper, Jaffray & Hopwood Incorporated and associates; NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Muskego, Waukesha County, Wisconsin, that: Section 1. Award. The bid of Piper, Jaffray & Hopwood Incorporated, and associates, for the purchase price of $2,308,363.80, be and it hereby is accepted and the Mayor and City Clerk are authorized and directed to execute an acceptance of the offer of said successful bidder on behalf of the City. The good faith deposit of the successful bidder shall be retained by the City Treasurer until the closing of the note issue, and deposits of the unsuccessful bidders shall be promptly returned. Section 2. The Notes. The Mayor and City Clerk shall make, execute and deliver the Notes to said purchaser, for and on behalf of the City. The Notes shall be negotiable, general obligation promissory notes of the City, registered as to both principal and interest, in the denomination of Five Thousand Dollars ($5,000) each, or whole multiples thereof, numbered from R-1 upward and dated December 1, 1990. The Notes shall mature on ~~~~ ~ ~ ~ -2- December 1 of each of the years and shall bear interest at the rates per annum as follows: Year Amount Interest Rate 1992 1993 1994 1995 1996 1997 1998 1999 2000 $ 50,000 50 / 000 50,000 50,000 50 / 000 50 , 000 350,000 750,000 940 , 000 5.60% 5.70 5.80 5.90 6.00 6.10 6.20 6.20 6.20 Said interest shall be payable on June 1 and December 1 of each year, commencing June 1, 1991. subject to call and prior payment at the option of the City in Notes maturing in the years 1996 through 2000 shall be whole or from tine ta time in part in inverse order of maturity (but within any maturity by lot) on June 1, 1995 or any interest .to the date of redemption. payment date thereafter at the price of par plus accrued interest Section 3. Form of Notes. The Notes shall be in substantially the form set forth on Exhibit A. Section 4. Tax Provisions. _(A) Direct, Annual Irrepealable Tax. For the purpose of paying the principal of and interest on each of said Notes as the same respectively falls due, the full faith, credit and taxing powers of the City are hereby irrevocably pledged and property in the City a direct, annual irrepealable tax in an there be and there hereby is levied on all of the taxable amount and at the times sufficient for said purpose, such tax to be for the following years and in the following minimum amounts: For the year 1991 For the year 1992 For the year 1993 For the year 1994 For the year 1995 For the year 1996 For the year 1997 For the year 1998 For the year 1999 $338,060.00 191,230.00 188,380.00 182,530.00 185,480.00 476,480.00 179,530.00 854,780.00 998,280.00 1B) Tax Collection. The City shall be and continue without power to repeal such levy or obstruct the collection of said tax until all such payments have been made or provided for. After the issuance of the Notes, said tax shall be, from year to year, carried into the tax rolls of the City and collected as -3- other taxes are collected, provided that the amount of tax carried into said tax rolls may be reduced in any year by the amount of any surplus money in the Debt Service Account created in Section 5(A) hereof. (C) Additional Funds. If at any time there shall be on hand insufficient funds from the aforesaid tax levy to meet ~~~~~~ ~~ principal and/or interest payments on said Notes when due, the requisite amounts shall be paid from other funds of the City then available, which sums shall be replaced upon the collection of the taxes herein levied. aDDroDriated from funds of the Citv on hand a sum sufficient to (0) Appropriation. There be and there hereby is be deposited in the Debt Service Account to meet payments with respect to debt service due on June 1, 1991 and December 1, 1991, which sum may be returned to the general fund upon collection of the taxes herein levied for the year 1991. -FC--C--~ ~ ~~ Section 5. Debt Service Fund and Account. is established in the treasury of the City, if one has not (A) Creation and Deposits. There be and there hereby already been created, a debt service fund; separate and distinct from every other fund, which shall be maintained in accordance with generally accepted accounting principles. Sinking funds established for obligations previously issued by the City may be considered as separate and distinct accounts within the debt 0 service fund. - Within the debt service fund, there be and there hereby is established a separate and distinct account designated as the "Debt Service Account for $2,340,000 'General Obligation Account") and such account shall be maintained until the Promissory Notes' dated December 1, 1990" (the "Debt Service indebtedness evidenced by the Notes is fully paid or otherwise extinguished. The City Treasurer shall deposit in such Debt Service Account (i) all accrued interest received by the City at herein levied for the specific purpose of meeting principal of the time of delivery of and payment for the Notes; (ii) the taxes and interest on the Notes when due; (iii) such other sums as may be necessary at any time to pay principal of and interest on the Notes when due; (iv) any premium which may be received by the City above the par value of the Notes and accrued interest thereon; (v) surplus monies in the Borrowed Money Fund as specified in Section 6 hereof; and (vi) such further deposits as may be required by Sec. 67.11, Wis. Stats. from the Debt Service Account and appropriated for any purpose (B) Use and Investment. No money shall be withdrawn other than the payment of principal of and interest on the-Notes until all such principal and interest has been paid in full and canceled; provided (i) the funds to provide for each payment of principal of and interest on the Notes prior to the scheduled " - 0 -4- receipt of taxes from the next succeeding tax collection may be invested in direct obligations of the United States of America maturing in time to make such payments when they are due; and interest payments on the Notes may be used to reduce the next (ii) any funds over and above the amount of such principal and succeeding tax levy, or may, at the option of the City, be invested by purchasing the Notes as permitted by and subject to Section 67.11(2)(a), Wis. Stats., in interest-bearing obligations of the United States of America, or in other obligations of the City, which investments shall continue to be a part of the Debt Service Account. paid in full and canceled, and all permitted investments disposed (C) Remaininq Monies. When all of the Notes have been of, any money remaining in the Debt Service Account shall be deposited in the general fund of the City, unless the Common Council directs otherwise. Section 6. Proceeds of the Notes. All monies received by the City upon the delivery of the Notes to the purchaser thereof, deposited by the City Treasurer into a special fund (the except for accrued interest and premium, if any, shall be "Borrowed Money Fund") which shall be maintained separate and distinct from all other funds of the City and shall be used for no purpose other than the purposes for which the Notes are issued. Monies in the Borrowed Money Fund may be temporarily invested as provided in Section 66.04(2), Wis. Stats. Any monies, including any income from permitted investments, remaining in the Borrowed Money Fund after the purposes for which the Notes have been issued have been accomplished, and, at any time, any monies as are not needed and which obviously thereafter cannot be needed for such purposes shall be deposited in the Debt Service Account. 0 Section 7. No Arbitrage. All investments permitted by this resolution shall be legal investments, but no such investment shall be made in such a manner as would cause the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Regulations of the Commissioner of Internal Revenue thereunder Internal Revenue Code of 1986, as amended (the "Code"), or the (the "Regulations"); and an officer of the City, charged with the responsibility for issuing the Notes, shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the date of closing which will permit the conclusion that the Notes are not "arbitrage bonds," within the meaning of the Code or Regulations. Section 8. Persons Treated as Owners; Transfer of Notes. The City Clerk shall keep books for the registration and for the be registered shall be deemed and regarded as the absolute owner transfer of the Notes. The person in whose name any Note shall thereof for all purposes and payment of either principal or interest on any Note shall be made only to the registered owner thereof. All such payments shall be valid and effectual to 0 -5- satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. by surrender of the Note at the office of the City Clerk, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, the Mayor and City Clerk shall execute and deliver in the name of the transferee or transferees a new Note or Notes of a like aggregate principal amount, series and maturity, and the City Clerk shall record the name of each transferee in the registration book. No registration shall be made to bearer. The City Clerk shall cancel any Note surrendered for transfer. Any Note may be transferred by the registered owner thereof The City shall cooperate in any such transfer, and the Mayor and City Clerk are authorized to execute any new Note or Notes necessary to effect any such transfer. interest paynent date shall be the record dates for the Notes. Payment of interest on the Notes on any interest payment date appear on the registration book of the City at the close of shall be made to the registered owners of the Notes as they business on the corresponding record date. The fifteenth day of each calendar month next preceding each remesents and covenants that the projects financed bv the Notes Section 9. Compliance with Federal Tax Laws. The City an; their ownership, management ani use will not caus;! the Notes of the Code, and that the City shall comply with the provisions to be "private activity bonds" within the meaning of Section 141 of the Code to the extent necessary to maintain the tax-exempt status of the interest on the Notes including, if applicable, the Clerk or other officer of the City charged with the rebate requirements of Section 148(f) of the Code. The City responsibility of issuing the Notes shall provide an appropriate certificate of the City certifying that the City can and covenanting that it will comply with the provisions of the Code and Regulations. The City also covenants to use its best efforts to meet the requirements and restrictions of any different or additional federal 1egisJation which may be made applicable to the Notes only to the extent consistent with the proceedings authorizing provided that in meeting such requirements the City will do so the Notes and the laws of Wisconsin and to the extent that there is a reasonable period of time in which to comply. Obligations. The Notes are hereby designated as "qualified tax- exemDt obliaations" for DurDoses of Section 265 of the Internal Section 10. Designation as Qualified Tax-Exempt Reveiue Code of 1986 relating to the ability of financial institutions to deduct from income for federal income tax .. -6- purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. Book-Entry-Only System. In order to make the Notes eligible for the services provided by The Depository Trust Company, New York, Section 11. Utilization of The Depository Trust Company New York ("DTC"), the City agrees to the applicable provisions Exhibit B. The appropriate officers of the City are authorized set forth in the Letter of Representations attached hereto as and directed to execute such Letter of Representations, in substantially the form attached hereto as Exhibit 8, and deliver it to DTC on behalf of the City. Section 12. Payment of Issuance Expenses. The City authorizes the purchaser to forward the amount of Note Droceeds allocable to the payment of issuance expenses to Resource Bank & Trust Company, Minneapolis, Minnesota on the closing date for further distribution as directed by the City's financial advisor, Ehlers and Associates, Inc. approves the Official Statement with respect to the Notes Official Statement and addenda as 'final' for purposes of SEC including addenda submitted at this meeting and deems the Rule 15~2-12. All actions taken by officers of the City in addenda are hereby ratified and approved. In connection with the connection with the preparation of such Official Statement and closing for the Notes, the appropriate City official shall certify the Official Statement and addenda. The City Clerk shall distributed to the purchaser of the Notes. cause copies of the Official Statement and addenda to be Section 13. Official Statement. The Common Counci!. hereby Section 14. Records. The City Clerk shall provide and keep a separate record book and shall record a full and correct of authorizing and issuing these Notes. statement of every step or proceeding had or taken in the course are herebv authorized and directed to execute and deliver the Section 15. Closing. The Mayor and City Clerk of the City Notes to the purchaser thereof upon receipt of the borrowed funds, accrued interest to date of delivery and premium, if any. The Mayor and City Clerk may execute the Notes by manual or the Notes manually. facsimile signature, but at least one of said officers shall sign -7- The officers of the City are hereby directed and authorized to take all steps'necessary or convenient to close this issue as soon as practicable hereafter, in accordance with the terms of directed to execute and deliver such documents, certificates and sale thereof; and said officers are hereby authorized and acknowledgments as may be necessary or convenient in accordance therewith. Adopted, approved and recorded December 11, 1990. Mayor Attest: City Clerk Alderman Hilt moved that Resolution No. 287-90 be -.adopted. Motion seconded by Alderman H. Sanders and carried by the following vote: Ayes: Aid. Kilt, mke, D. Sanders, H. Sanders, Patterson, Simons and Taube Nos : None the Mayor and City Clerk signed same in the appropriate manner in open meeting. The Mayor declared the resolution adopted and approved and (Here occurred business not pertinent to the note issue.) There being no further business to come before the meeting, the meeting adjourned. City Clerk -8-