CCR1999011Alderperson PRTTE-RSON and seconded by Alderperson SfiumIwJE :
The following resolution was then introduced and moved by
RESOLUTION NO. 11-79
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
OF THE CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN,
$2,015,000 WATER SYSTEM REVENUE BONDS
AND OTHER DETAILS WITH RESPECT TO THE BONDS
AND PROVIDING FOR THE PAYMENT OF THE BONDS
WHEREAS, the City of Muskego, Waukesha County, Wisconsin
("City") now owns and operates and has for many years owned and
operated its Water System, a public utility (the Water System and
all properties of every nature in connection with such System now
or hereafter owned by the City, including all improvements and
extensions thereto, all real and personal property of every
nature comprising part of and used or useful in connection
therewith, and all appurtenances, contracts, leases, franchises
and other intangibles, are hereinafter referred to as the
"System" ) ; and
WHEREAS, under the provisions of Chapter 66 of the Statutes
of Wisconsin any city in the State of Wisconsin may, by action of
its governing body, provide for extending and improving a public
utility or for refunding obligations issued for such purposes
from the proceeds of bonds, which bonds are to be payable only
such utility and are to be secured by a pledge of the revenues of
from the net income and revenues derived from the operation of
the utility; and
WHEREAS, the City has outstanding its General Obligation
Promissory Notes dated May 5, 1994 (the "1994 Notes"), its
General Obligation Promissory Notes, Series 1995, dated March 1,
1995 (the "1995 Notes") and its General Obligation Promissory
Notes dated March 1, 1996 (the "1996 Notes") which were issued in
part to finance improvements to the System; and
desirable to refund the portions of the 1994 Notes, 1995 Notes
WHEREAS, the City has determined that it is necessary and
and 1996 Notes which were issued to finance improvements to the
System (collectively, the "Refunded Obligations") ; and
WHEREAS, it is now necessary and desirable that the City
be derived from the operation of the System, for the purpose of
issue and sell revenue bonds payable solely from the revenues to
authorized and issued pursuant to the provisions of Section
refunding the Refunded Obligations, which bonds are to be
66.066, Wis. Stats.; and
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s
payable from the income and revenues of the System;
WHEREAS, the City has no obligations outstanding which are
NOW, THEREFORE, the Common Council of the City of Muskego,
Waukesha County, Wisconsin, do resolve that:
refunding the Refunded Obligations, the City shall borrow on the
Section 1. Authorization of Bonds. For the purpose of
credit of the income and revenue of the System the sum of
$2,015,000. Negotiable, fully-registered bonds of the City, in
the denomination of $5,000, or any whole multiple thereof, shall
be issued in evidence thereof (the “Bonds”) The Bonds shall be
designated ‘Water System Revenue Bonds“, shall be numbered from
R-1 upward and shall be dated February 1, 1999. The Bonds shall
mature on May 1 of each of the years and in the amounts set forth
below.
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Year of
Maturity
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Principal
Amount
$ 50,000
55,000
60,000
65,000
70,000
80,000
85,000
90,000
100,000
95,000
Year of
Maturitv
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Principal
Amount
$100,000
105,000
115,000
120,000
125,000
130,000
135,000
140,000
145,000
150,000
Bonds maturing in the years 2010 through 2019 shall be
subject to redemption prior to maturity at the option of the City
in whole or from time to time in part on May 1, 2009 or on any
day thereafter at the price of par plus accrued interest to the
date of redemption. The amounts and maturities of the Bonds to
be redeemed shall be selected by the City. If less than the
entire principal amount of any maturity is to be redeemed, the
Bonds of that maturity which are to be redeemed shall be selected
by lot.
The Bonds shall bear interest at the rates per annum set
forth below, payable on May 1 and November 1 of each year,
basis of a 360-day year of twelve 30-day months and will be
commencing May 1, 1999. Interest shall be computed upon the
Rulemaking Board.
rounded pursuant to the rules of the Municipal Securities
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Year of
Maturity
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Interest
Rate
3.60%
3.70
3.75
3.80
3.90
4 05
4.15
4.25
4.35
4.40
Year of
Maturity
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Interest
Rate
4.45%
4.50
4.55
4.60
4.65
4.70
4.75
4.80
4.85
4.90
The schedule of maturities is found to be such that the
amount of annual debt service payments is reasonable in
accordance with prudent municipal utility practices.
The refunding of the Refunded Obligations is found to be
advantageous and necessary to the City.
signatures of the Mayor and City Clerk of the City (provided
that, unless the City has contracted with a fiscal agent to
authenticate the Bonds, at least one of such signatures shall be
manual), and sealed with the corporate seal of the City, or a
facsimile thereof.
The Bonds shall be signed by the manual or facsimile
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only out of the Special Redemption Fund hereinafter provided, and
shall be a valid claim of the owner thereof only against the
Special Redemption Fund and the revenues pledged to such Fund,
and sufficient revenues are pledged to the Special Redemption
principal and interest on the Bonds and Parity Bonds, as the same
Fund, and shall be used for no other purpose than to pay the
fall due.
The Bonds, together with interest thereon, shall be payable
substantially the form set forth on Exhibit A attached hereto.
Section 2. Form of Bonds. The Bonds shall be in
elsewhere in this Resolution, the following words shall have the
following meanings unless the context or use indicates another or
different meaning or intent:
Section 3. Definitions In addition to the words defined
principal and interest due on the Bonds and Parity Bonds in any
Bond Year.
"Annual Debt Service Requirement" means the total amount of
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~ “Bond Year“ means the one-year period ending on a principal
payment date for the Bonds.
“Code“ means the Internal Revenue Code of 1986, as amended
“Fiscal Year“ means the fiscal year adopted by the City for
the System, which is currently the calendar year.
Maintenance Expenses of the System.
“Net Revenues” means the Revenues minus all Operation and
and necessary costs of operating, maintaining, administering and
repairing the System, including salaries, wages, costs of
materials and supplies, insurance and audits, but excluding
depreciation, debt service, tax equivalents and capital
expenditures.
“Operation and Maintenance Expenses” means the reasonable
to pledge and lien with the Bonds in accordance with the
provisions of Section 9 of this Resolution.
“Parity Bonds” means additional bonds issued on a parity as
‘Reserve Requirement” means the least of (a) an amount equal
to 10% of the proceeds of the Bonds, (b) the highest Annual Debt
Service Requirement on the Bonds, or (c) 125% of average annual
debt service on the Bonds. If Parity Bonds are issued, the
permitted to be on deposit in the Reserve Account pursuant to
Reserve Requirement shall be an amount equal to the amount
Section 148(d) (1) of the Code, but shall not exceed the maximum
amount of principal and interest due on the Bonds and the Parity
Bonds in any Bond Year.
m
derived from any source, including the revenues received from the
City for services rendered to it, and all monies received from
any other source, including proceeds of the collection of special
assessments and income derived from investments.
“Revenues“ means all income and revenue of the System
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0 Section 4. Income and Revenue Funds; Flow of Funds. When
the Bonds shall have been delivered in whole or in part, the
Revenues shall be set aside into the following separate and
special funds, which funds are hereby created and shall be used
and applied as described below:
reasonable and proper operation and maintenance of the System
- Revenues in amounts sufficient to provide for the
through the payment of Operation and Maintenance Expenses shall
be set aside into the “Water System Operation and Maintenance
Fund” (the “Operation and Maintenance Fund”) .
- Revenues in amounts sufficient to pay the principal of and
the interest on the Bonds and Parity Bonds and to meet the
Reserve Requirement shall be set aside into the “Water System
Special Redemption Fund” (the “Special Redemption Fund“), to be
applied to the payment of the principal of and interest on the
Bonds and Parity Bonds and to meet reserve requirements The
monies standing in the Special Redemption Fund are hereby
irrevocably pledged to the payment of principal of and interest
on the Bonds and Parity Bonds.
adequate depreciation account for the System shall be set aside
Fund”) .
into the ‘Water System Depreciation Fund“ (the “Depreciation
- Revenues in amounts sufficient to provide a proper and
0 shall be deposited as received in public depositories to be
selected by the Common Council in the manner required by Chapter
34 of the Wisconsin Statutes and may be invested in legal
investments subject to the provisions of Section 66.04(2), Wis.
Stats.
The Operation and Maintenance Fund and the Depreciation Fund
pay Operation and Maintenance Expenses as the same come due;
money not required for Operation and Maintenance Expenses shall
be used first to remedy any deficiency in the Special Redemption
Fund and next to accumulate a reserve in the Operation and
Maintenance Fund equal to estimated Operation and Maintenance
Expenses for one month. Any money then available and remaining
Surplus Fund, which is hereby created.
in the Operation and Maintenance Fund may be transferred to the
Money in the Operation and Maintenance Fund shall be used to
Money in the Depreciation Fund shall be available and shall
be used, whenever necessary, to restore any deficiency in the
Special Redemption Fund and for the maintenance of the Reserve
Account therein. When the Special Redemption Fund is sufficient
for its purposes, funds in the Depreciation Fund may be expended
for repairs, replacements, new construction, extensions or
additions to the System. Any money on deposit in the
Depreciation Fund in excess of $165,190 (or such higher amount as
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the Common Council determines from time to time to constitute a
proper and adequate depreciation account) and not required during
the current Fiscal Year for the purposes of the Depreciation
Fund, may be transferred to the Surplus Fund.
It is the express intent and determination of the Common
Council that the amount of Revenues to be set aside and paid into
the Special Redemption Fund (including the Reserve Account) shall
in any event be sufficient to pay principal of and interest on
and the City Treasurer shall from year to year deposit at least
the Bonds and Parity Bonds and to meet the Reserve Requirement,
promptly all principal and interest falling due on the Bonds and
sufficient Revenues in the Special Redemption Fund to pay
Parity Bonds and to meet the Reserve Requirement.
and interest on the Bonds and to meet the Reserve Requirement
Fund not later than the 10th day of each month. The amount
shall be set apart and shall be paid into the Special Redemption
deposited each month shall be not less than one-sixth of the
interest next coming due, plus one-twelfth of the principal next
maturing.
The Revenues so set aside for payment of the principal of
The minimum amounts to be so deposited to meet the debt
service payments due on the Bonds are set forth on Exhibit B
hereto.
0 The Special Redemption Fund shall be used for no purpose
Bonds and Parity Bonds promptly as the same become due and
other than the payment of interest upon and principal of the
payable or to pay redemption premiums. All money in the Special
Redemption Fund shall be deposited in a special account and
invested in legal investments subject to Section 66.04(2), Wis.
Stats., and the monthly payments required to be made to the
Special Redemption Fund shall be made directly to such account.
interest on the Bonds and Parity Bonds, there shall be
To additionally secure the payment of principal of and
established within the Special Redemption Fund a special account
to serve as a debt service reserve account for the Bonds (the
“Reserve Account”). The City covenants and agrees that upon the
issuance of the Bonds there will be paid into the Reserve Account
an amo,unt equal to the Reserve Requirement. The City covenants
Account shall be less than the Reserve Requirement, those funds
and agrees that at any time that the amount in the Reserve
in the Special Redemption Fund, the Operation and Maintenance
Fund, the Depreciation Fund and the Surplus Fund which are in
paragraphs to be paid therein will be paid into the Reserve
excess of the minimum amounts required by the preceding
Account each month until the Reserve Requirement will again have
accumulated in the Reserve Account. If for any reason there
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shall be insufficient funds on hand in the Special Redemption
Fund to meet principal or interest becoming due on the Bonds or
Parity Bonds, then all sums then held in the Reserve Account
shall be used to pay the portion of interest or principal on the
Bonds or Parity Bonds becoming due as to which there would
otherwise be default, and thereupon the payments required by this
paragraph shall again be made into the Reserve Account until an
amount equal to the Reserve Requirement is on deposit in the
Reserve Account.
0
Funds in the Special Redemption Fund in excess of the
minimum amounts required to be paid therein plus reserve
requirements may be transferred to the Surplus Fund.
Money in the Surplus Fund shall first be used when necessary
to meet requirements of the Operation and Maintenance Fund
including the one month reserve, the Special Redemption Fund
including the Reserve Account, and the Depreciation Fund. Any
money then remaining in the Surplus Fund at the end of any Fiscal
Year may be used only as permitted and in the order specified in
Section 66 069(1) (c), Wis. Stats. Money thereafter remaining in
the Surplus Fund may be transferred to any of the funds or
accounts created by this section.
of any service rendered to the City by the System shall be
charged against the City and shall be paid by it in monthly
of the City collected or in the process of collection, exclusive
installments as the service accrues, out of the current revenues
of the revenues derived from the System, to wit: out of the tax
levy of the City made by it to raise money to meet its necessary
current expenses. The amount of such reasonable cost and value
shall be equal to the lesser of the maximum Annual Debt Service
Requirement or such part thereof as may be necessary from year to
year to pay the balance of an amount which, together with other
Revenues of the System, will produce in each Bond Year Net
Revenues equivalent to not less than 1.25 times the Annual Debt
Service Requirement Such compensation for such service rendered
to the City shall, in the manner provided hereinabove, be paid
into the separate and special funds described in Section 4 of
this Resolution. However, such payment out of the tax levy shall
be subject to: (a) approval of the Public Service commission, or
successors to its functions, if necessary, (b) yearly
appropriations therefor and (c) applicable levy limitations, if
any; and neither this Resolution nor such payment shall be
construed as constituting an obligation of the City to make any
such appropriation over and above the reasonable cost and value
of services rendered to the City and its inhabitants or to make
any subsequent payment over and above such reasonable cost and
value.
Section 5. Service to Citv. The reasonable cost and value
0
covenanted and aqreed by the City with the owner or owners of the
Section 6. ODeration of Svstem: City Covenants. It is
0 Bonds, and each of them; that:
-8- QBMKE\4300767~1
8. i
reference to the System required by the Constitution and Statutes
of the State of Wisconsin, including the making and collecting of
reasonable and sufficient rates lawfully established for services
rendered by the System, and will segregate the Revenues of the
System and apply them to the respective funds described
hereinabove;
It will faithfully and punctually perform all duties with
It will not sell, lease, or in any manner dispose of the
System, including any part thereof or any additions or extensions
that may be made part thereto, except that the City shall have
the right to sell, lease or otherwise dispose of any property of
nor useful in the operation of the System, provided the proceeds
the System found by the Common Council to be neither necessary
received from such sale, lease or disposal shall be paid into the
Special Redemption Fund or applied to the acquisition or
construction of capital facilities for use in the normal
operation of the System, and such payment shall not reduce the
amounts otherwise required to be paid into the Special Redemption
Fund;
It will pay or cause to be paid all lawful taxes,
assessments, governmental charges, and claims for labor,
materials or supplies which if unpaid could become a lien upon
the System or its Revenues or could impair the security of the
Bonds ;
the System, and will establish, charge and collect such lawfully
established rates and charges for the service rendered by the
System, so that in each Bond Year Net Revenues shall not be less
than 125% of the Annual Debt Service Requirement and so that the
Revenues of the System herein agreed to be set aside to provide
for the payment of the Bonds and the interest thereon as the same
becomes due and payable, and to meet the Reserve Requirement as
provided in Section 4 of this Resolution, will be sufficient for
those purposes; and
It will maintain in reasonably good condition and operate
the end of each Fiscal Year and, in the event such budget
indicates that the Net Revenues for each Bond Year will not
exceed the Annual Debt Service Requirement for each corresponding
Bond Year by the proportion stated hereunder, will take any and
all steps permitted by law to increase rates so that the
aforementioned proportion of Net Revenues to the Annual Debt
possible.
Service Requirement shall be accomplished as promptly as
It will prepare a budget not less than sixty days prior to
-9-
keep proper books and accounts relative to the System separate
from all other records of the City and will cause such books and
of certified public accountants including a balance sheet and a
accounts to be audited annually by a recognized independent firm
profit and loss statement of the System as certified by such
accountants. Each such audit, in addition to whatever matters
may be thought proper by the accountants to be included therein
shall include the following: (1) a statement in detail of the
balance sheet as of the end of such Fiscal Year; (3) the
income and expenditures of the System for the Fiscal Year; (2) a
accountants‘ comment regarding the manner in which the City has
carried out the requirements of this Resolution and the
accountants’ recommendations for any changes or improvements in
the operation of the System; (4) the number of connections to the
classification (i e., residential, commercial, public and
System at the end of the Fiscal Year, for each user
end of the Fiscal Year setting out as to each policy the amount
industrial); (5) a list of the insurance policies in force at the
of the policy, the risks covered, the name of the insurer, and
the expiration date of the policy; and (6) the volume of water
used.
Section 7. Books and Accounts; InsDection. The City will
times the right to inspect the System and the records, accounts
and data of the City relating thereto.
The owners of any of the Bonds shall have at all reasonable
Section 8. Insurance So long as any of the Bonds are
outstanding the City will carry for the benefit of the owners of
the Bonds: (a) adequate fire, lightning, vandalism, riot,
strike, explosion, civil commotion, malicious damage, tornado and
windstorm insurances on all portions of the System which are
subject to loss through such casualties; (b) adequate insurance
against loss of use and occupancy resulting from such casualties;
kinds and in the amounts normally carried by private companies
(c) adequate public liability insurance and (dl insurance of the
engaged in the operation of similar systems. All money received
for loss of use and occupancy shall be considered Revenue of the
System payable into the separate funds named in Section 4 of this
Resolution. All money received for losses under any of such
casualty policies, except those specified in (b) above, shall be
used in repairing the damage or in replacing the property
destroyed provided that if the Common Council shall find it is
that the operation of the System has not been impaired thereby,
inadvisable to repair such damage or replace such property and
such money, including proceeds from insurance under (b) above,
shall be deposited in the Special Redemption Fund, but in that
event such payments shall not reduce the amounts otherwise
required to be paid into the Special Redemption Fund.
0 payable out of the Revenues of the System may be issued in such
Section 9. Additional Bonds. No bonds or obligations
manner as to enjoy priority over the Bonds. Additional
obligations may be issued if their lien and pledge is junior and
subordinate to that of the Bonds. Additional obligations may be
issued on a parity with the Bonds as to the pledge of revenues of
and the lien on the System (“Parity Bonds”) only if all of the
following conditions are met:
(1) The Net Revenues of the System for the Fiscal Year
have been equal to at least 1 25 times the highest annual
immediately preceding the issuance of such additional bonds must
payable from the Revenues of the System and on the bonds then to
interest and principal requirements on all bonds outstanding
be issued. Should an increase in permanent rates and charges,
effective during the Fiscal Year immediately prior to the
including those made to the City, be properly ordered and made
issuance of such additional bonds or during that part of the
purposes of such computation shall include such additional
Fiscal Year of issuance prior to such issuance, then Revenues for
Revenues as an independent certified public accountant,
consulting professional engineer or the Wisconsin Public Service
Commission may certify would have accrued during the prior Fiscal
Year had the new rates been in effect during that entire
immediately prior Fiscal Year.
0 (2) The payments required to be made into the funds
Account, but not the Surplus Fund) must have been made in full.
enumerated in Section 4 of this Resolution (including the Reserve
May 1 of each year and interest falling due on May 1 and November
1 of each year.
(3) The additional bonds must have principal maturing on
(4) The amount on deposit in the Reserve Account must be
increased to an amount equal to the Reserve Requirement
applicable upon the issuance of Parity Bonds as defined in
Section 3 hereof.
(5) The proceeds of the additional bonds must be used only
for the purpose of providing additions, extensions or
improvements to the System, or to refund obligations issued for
such purpose.
Section 10. Sale of Bonds. The sale of the Bonds to Banc
One Capital Markets, Inc., Milwaukee, Wisconsin for the purchase
price of $2,009,398.30 is ratified and confirmed; and the
officers of the City are authorized and directed to do any and
purchaser, upon receipt of the purchase price, as soon after
all acts necessary to conclude delivery of the Bonds to said
adoption of this Resolution as is convenient.
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interest received from the sale of the Bonds shall be deposited
into the Special Redemption Fund. Proceeds of the Bonds in an
amount necessary to make the amount on deposit in the Reserve
Account equal to the Reserve Requirement shall be deposited in
deposited into the Escrow Account provided in Section 21 of this
the Reserve Account. The balance of the proceeds shall be
Resolution.
Section 11. Awlication of Bond Proceeds. All accrued
Section 12. Amendment to Resolution. After the issuance of
provisions of this Resolution may be made until all of the Bonds
any of the Bonds, no change or alteration of any kind in the
have been paid in full as to both principal and interest, or
discharged as herein provided, except:
a. The City may, from time to time, amend this Resolution
without the consent of any of the owners of the Bonds, but only
omission or procedural inconsistency of this Resolution; and
to cure any ambiguity, administrative conflict, formal defect, or
b. This Resolution may be amended, in any respect, with
the written consent of the owners of not less than two-thirds of
Bonds held by the City; provided, however, that no amendment
the principal amount of the Bonds then outstanding, exclusive of
shall permit any change in the pledge of Revenues derived from
the System, or in the maturity of any Bond issued hereunder, or a
of the principal obligation thereof, or in the amount of the
reduction in the rate of interest on any Bond, or in the amount
redemption premium payable in the case of redemption thereof, or
change the terms upon which the Bonds may be redeemed or make any
other modification in the terms of the payment of such principal
or interest without the written consent of the owner of each such
Bond to which the change is applicable.
discharged, all pledges, covenants and other rights granted to
the owners thereof by this Resolution shall cease. The City may
discharge all Bonds due on any date by depositing into a special
account on or before that date a sum sufficient to pay the same
nevertheless be discharged by depositing into a special account a
in full; or if any Bonds should not be paid when due, it may
due da'te to the date of such deposit. The City, at its option,
sum sufficient to pay it in full with interest accrued from the
when they are prepayable according to their terms, by depositing
may also discharge all Bonds called for redemption on any date
into a special account on or before that date a sum sufficient to
pay them in full, with the required redemption premium, if any,
provided that notice of redemption has been duly given as
required by this Resolution. The City, at its option, may also
discharge all Bonds of said issue at any time by irrevocably
depositing in escrow with a suitable bank or trust company a sum
of cash and/or bonds or securities issued or guaranteed as to
Section 13. Defeasance. When all Bonds have been
- 12 - QBU~\4300767.1
principal and interest of the U.S. Government, or of a
Government, maturing on the dates and bearing interest at the
commission, board or other instrumentality of the U.S.
rates required to provide funds sufficient to pay when due the
interest to accrue on each of said Bonds to its maturity or, at
upon which it may be called for redemption, and to pay and redeem
the City's option, if said Bond is prepayable to any prior date
City's option, if said Bond is prepayable, at its earliest
the principal amount of each such Bond at maturity, or at the
redemption date, with the premium required for such redemption,
Bonds on such date has been duly given or provided for.
if any, provided that notice of the redemption of all prepayable
Section 14. Investments and Arbitrase. Monies accumulated
in any of the funds and accounts referred to in Sections 4 and 11
hereof which are not immediately needed for the respective
purposes thereof, may be invested in legal investments subject to
the provisions of Sec. 66.04(2), Wis. Stats., until needed. All
Revenues of the System and shall be credited to the fund or
income derived from such investments shall be regarded as
account from which the investment was made; provided, however,
that at any time that the Reserve Requirement is on deposit in
the Reserve Account, any income derived from investment of the
Reserve Account shall be deposited into the Special Redemption
Fund and used to pay principal and interest on the Bonds. A
and accounts established under this Resolution; however, the
separate banking account is not required for each of the funds
monies in each fund or account shall be accounted for separately
by the City and used only for the respective purposes thereof.
The proceeds of the Bonds shall be used solely for the purposes
needed in legal investments. No such investment shall be made in
for which they are issued but may be temporarily invested until
within the meaning of Section 148 of the Code or the Regulations
such a manner as would cause the Bonds to be "arbitrage bonds"
of the Commissioner of Internal Revenue thereunder (the
"Regulations") .
An officer of the City, charged with the responsibility for
issuing the Bonds, shall, on the basis of the facts, estimates
and circumstances in existence on the date of closing, make such
certifications as are necessary to permit the conclusion that the
Bonds are not "arbitrage bonds" under Section 148 of the Code or
the Regulations thereunder.
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0 Resolution shall constitute a contract between the City and the
owner or owners of the Bonds, and after issuance of any of the
Bonds no change or alteration of any kind in the provisions of
this Resolution may be made, except as provided in Section 12,
until all of the Bonds have been paid in full as to both
principal and interest. The owner or owners of any of the Bonds
shall have the right in addition to all other rights, by mandamus
or other suit or action in any court of competent jurisdiction,
governing body thereof, and any and all officers and agents
to enforce such owner's or owners' rights against the City, the
thereof including, but without limitation, the right to require
the City, its governing body and any other authorized body, to
of the provisions and agreements contained in this Resolution.
fix and collect rates and charges fully adequate to carry out all
Section 15. Resolution a Contract. The provisions of this
Section 16. Utilization of The DeDOSitOrV Trust Conmany
Book-Entrv-Onlv System. In order to make the Bonds eligible for
New York, the City agrees to the applicable provisions set forth
the services provided by The Depository Trust Company, New York,
executed on behalf of the City and on file in the City Clerk's
in the Blanket Issuer Letter of Representations previously
off ice
The City Clerk shall keep books for the registration and for the
transfer of the Bonds The person in whose name any Bond shall
be registered shall be deemed and regarded as the absolute owner
thereof for all purposes and payment of either principal or
interest on any Bond shall be made only to the registered owner
thereof.
Section 17. Persons Treated as Owners: Transfer of Bonds
All such payments shall be valid and effectual to satisfy
and discharge the liability upon such Bond to the extent of the
sum or sums so paid.
by surrender of the Bond at the office of the City Clerk, duly
endorsed for the transfer or accompanied by an assignment duly
executed by the registered owner or such owner's 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 Bond or Bonds of a like aggregate principal
amount, series and maturity and shall record the name of each
transferee in the registration book. No registration may be made
transfer.
to bearer. The City Clerk shall cancel any Bond surrendered for
Any Bond 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 Bond or Bonds
0 necessaky to effectuate any such transfer. .
_. - - 14 - OBMKE\4300767.1
The fifteenth day of each calendar month next preceding each
interest payment date shall be the record dates for the Bonds.
Payment of interest on the Bonds 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 Bonds as they
business on the corresponding record date.
represents and covenants that the projects financed by the Bonds
and the Refunded Obligations and their ownership, management and
use will not cause the Bonds or the Refunded Obligations to be
Code, and that the City shall comply with the provisions of the "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 Bonds including, if applicable, the rebate
requirements of Section 148(f) of the Code. The City Clerk or
other officer of the City charged with the responsibility of
issuing the Bonds 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 the Regulations.
Section 18. ComDliance with Federal Tax Laws. The City
The City also covenants to use its best efforts to meet the
requirements and restrictions of any different or additional
federal legislation which may be made applicable to the Bonds,
provided that in meeting such requirements the City will do so
only to the extent consistent with the proceedings authorizing
the Bonds and the laws of Wisconsin, and to the extent that there
is a reasonable period of time in which to comply.
Oblisations. The Bonds are hereby designated as 'qualified
tax-exempt obligations" pursuant to Section 265 of the Code
relating to the ability of financial institutions to deduct from
income for federal income tax purposes, interest expense that is
allocable to carrying and acquiring tax-exempt obligations.
Section 19. Desisnation as Oualified Tax-ExemDt
Section 20. Call of Refunded Oblisations. (a) $700,000 in
principal amount of the 1994 Notes maturing on May 1, 2003 are
called for prior payment on May 1, 2000 at the price of par plus
accrued interest to the date of redemption.
(b) The 1995 Notes maturing on March 1, 2003 are called
for pr.ior payment on March 1, 2000 at the price of par plus
accrued interest to the date of redemption.
(c) $225,000 in principal amount of the 1996 Notes
maturing on March 1, 2003 are called for prior payment on
March 1, 2001 at the price of par plus accrued interest to the
date of redemption.
- 15 -
The Escrow Agent shall be directed pursuant to the Escrow e call of the Refunded Obligations.
Agreement referred to in Section 21 hereof to give notice of the
Firstar Bank Milwaukee, N.A., Milwaukee, Wisconsin is hereby
appointed Escrow Agent of the City, for the purpose of ensuring
Obligations.
the payment of the principal of and interest on the Refunded
Section 21. Escrow Aqent: Escrow Aqreement: Escrow Account.
The Mayor and City Clerk are hereby authorized and directed
hereto as Exhibit C (the “Escrow Agreement“) (such form may be
to execute an escrow agreement substantially in the form attached
modified by said officers prior to execution, the execution of
such agreement by said officers to constitute full approval of
the City of any such modifications), with the Escrow Agent, for
the purpose of effecting the provisions of this Resolution.
Obligations shall be deposited in an Escrow Account which is
hereby created with the Escrow Agent, pursuant to the Escrow
Agreement. The use, investment and disbursement of the Bond
proceeds by the Escrow Agent in the manner provided in the Escrow
Agreement is authorized and approved.
The Bond proceeds allocable to refunding the Refunded
0
Upon transfer to the Escrow Account of the proceeds of the
Bonds and any other necessary funds allocable to refunding the
Refunded Obligations, the taxes heretofore levied to pay debt
service on the Refunded Obligations shall be abated to the extent
such transfer together with investment earnings thereon is
Obligations, but such abatement shall not affect the City‘s
sufficient to pay the principal of and interest on the Refunded
pledge of its full faith, credit and resources to make such
payments The Escrow Account created by the Escrow Agreement
shall hereafter serve as the debt service account (or sinking
fund) for the Refunded Obligations. The Escrow Agent shall serve
as custodian of said debt service account (or sinking fund).
Section 22. SLGS Subscriutions. Ehlers and Associates,
subscriptions for United States Treasury Securities - State and
Inc and Firstar Bank Milwaukee, N.A are authorized to submit
Local Government Series and to purchase other U.S. government
securities on behalf of the City in such amount as is necessary
pursuant to Section 67.04, Wisconsin Statutes.
in order to carry out the refunding authorized by this resolution
Section 23. Official Statement. The Common Council hereby
approves the Official Statement with respect to the Bonds
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
connection with the preparation of such Official Statement and 0 - 16 - QBMKE\4300767.1
addenda are hereby ratified and approved. In connection with the
closing for the Bonds, the appropriate City official shall
certify the Official Statement and addenda. The City Clerk shall
distributed to the purchaser of the Bonds.
cause copies of the Official Statement and addenda to be
Section 24. Undertakins to Provide Continuins Disclosure.
The City hereby covenants and agrees, for the benefit of the
holders of the Bonds, to enter into a written undertaking (the
"Undertaking") required by SEC Rule 15~2-12 promulgated by the
Exchange Act of 1934 (the "Rule") to provide continuing
Securities and Exchange Commission pursuant to the Securities and
disclosure of certain financial information and operating data
and timely notices of the occurrence of certain events in
accordance with the Rule. This Undertaking shall be enforceable
by the holders of the Bonds or by the original purchaser of the
Bonds on behalf of such holders (provided that the holders' and
purchaser's right to enforce the provisions of this Undertaking
obligations hereunder and any failure by the City to comply with
shall be limited to a right to obtain specific performance of the
default with respect to the Bonds).
the provision of this Undertaking shall not be an event of
The City Clerk, or other officer of the City charged with
the responsibility for issuing the Bonds, shall provide a
of proceedings, setting forth the details and terms of the City's
Continuing Disclosure Certificate for inclusion in the transcript
Undertaking.
a separate record book and shall record a full and correct
statement of every step or proceeding had or taken in the course
of authorizing and issuing the Bonds
Section 25. Records. The City Clerk shall provide and keep
Section 26. Conflictins Ordinances or Resolutions All
ordinances, resolutions or orders, or parts thereof heretofore
enacted, adopted or entered, in conflict with the provisions of
this Resolution, are hereby repealed and this Resolution shall be
in effect from and after its passage.
Adopted, approved and recorded JanuarS6, 1999.
Mayor .
Attest: .. -
/(n& CitHClerk
- 17 -
Upon roll call vote, the following voted Aye:
Aid. slocomb, Aid. Chiaverotti, Ald. Patterson, Ald. Pionek, AM. Salentine.
Ald. Sanders, Ald. Woodard
and the following voted No:
NONE
The Mayor thereupon declared the Resolution adopted and
approved.
(Here occurred business not pertinent to the revenue bond
issue. )
Upon motion made and seconded, the meeting was adjourned.
K. City Clerk
- 18 -
Number
R-
EXHIBIT A
(Form of Bond)
UNITED STATES OF AMERICA
COUNTY OF WAUKESHA
STATE OF WISCONSIN
CITY OF MUSKEG0
WATER SYSTEM REVENUE BONE
Date of
&.& Maturitv Date Orisinal Issue Amount CUSIP
February 1, 1999 $
KNOW ALL MEN BY THESE PRESENTS that the City of Muskego,
Waukesha County, Wisconsin, hereby acknowledges itself to owe and
for value received promises to pay to
registered assigns, solely from the fund hereinafter specified,
the principal sum of
($
DOLLARS
date to which interest has been paid, unless the date of
interest thereon from February 1, 1999 or the most recent payment
registration of this Bond is after the 15th day of the calendar
month immediately preceding an interest payment date, in which
case interest will be paid from such interest payment date, at
the rate per annum specified above, such interest being payable
on the 1st days of May and November of each year, with the first
interest on this issue being payable on May 1, 1999.
or
) on the maturity date specified above together with
Bonds maturing in the years 2010 through 2019 are subject to
or from time to time in part on May 1, 2009 or on any day
redemption prior to maturity at the option of the City in whole
thereafter at the price of par plus accrued interest to the date
of redemption. The amounts and maturities of the Bonds to be
redeemed shall be selected by the City. If less than the entire
principal amount of any maturity is to be redeemed, the Bonds of
that maturity which are to be redeemed shall be selected by lot.
Notice of such call shall be given by the mailing of a notice
there0.f by registered or certified mail at least thirty (30) days
prior to the date fixed for redemption to the registered owner of
each Bond to be redeemed at the address shown on the registration
books
payable to the registered owner in lawful money of the United
States of America. The principal of this Bond shall be payable
only upon presentation and surrender of this Bond at the office
of the City Treasurer. Interest hereon shall be payable by check
Both principal hereof and interest hereon are hereby made
A- 1 QBMKE\4300767.1
mailed from the office of the City Treasurer to the person in
or draft dated as of the applicable interest payment date and
whose name this Bond is registered at the close of business on
the fifteenth day of the calendar month next preceding each
interest payment date.
kept for that purpose at the office of the City Clerk, by the
registered owner in person or by such registered owner's duly
written instrument of transfer (which may be endorsed hereon)
authorized attorney, upon surrender of this Bond together with a
owner or such registered owner's duly authorized attorney.
satisfactory to the City Clerk duly executed by the registered
Thereupon a new Bond or Bonds of the same aggregate principal
amount, series and maturity shall be issued to the transferee in
whose name this Bond is registered as the absolute owner hereof
exchange therefor. The City may deem and treat the person in
for the purpose of receiving payment of or on account of the
principal or interest hereof and for all other purposes. The
Bonds are issuable solely as negotiable, fully-registered Bonds
without coupons in authorized denominations of $5,000 or any
whole multiple thereof.
This Bond is transferable only upon the books of the City
This Bond has been designated by the City as a "qualified
tax-exempt obligation" for purposes of Section 265 of the
Internal Revenue Code of 1986, as amended.
0 This Bond is one of an issue aggregating $2,015,000, issued
for the purpose of refunding obligations issued to finance
improvements to the municipal water system of the City, a public
utility, pursuant to Article XI, Section 3, of the Wisconsin
Constitution, Section 66 066, Wisconsin Statutes, acts
supplementary thereto and a Resolution adopted January 26, 1999,
and entitled: "A Resolution Authorizing the Issuance and Sale of
Waukesha County, Wisconsin, and Providing for the Payment of the
$2,015,000 Water System Revenue Bonds of the City of Muskego,
Bonds and Other Details With Respect to the Bonds," and is
payable only from the income and revenues derived from the
operation of the City's Water System, which revenues have been
set aside and pledged as a special fund for that purpose and
identified as "Water System Special Redemption Fund," created by
the Resolution referred to above This Bond does not constitute
an indebtedness of the City within the meaning of any
constitutional or statutory debt limitation or provision
A- 2
It is hereby certified, recited and declared that all acts,
precedent to and in the issuance of this Bond have existed, have
conditions and things required to exist, happen, and be performed
happened and have been performed in due time, form and manner as
required by law; and that sufficient of the income and revenue to
be received by the City from the operation of its Water System
has been pledged to and will be set aside into a special fund for
the payment of the principal of and interest on this Bond.
Wisconsin, has caused this Bond to be signed by its Mayor and
City Clerk, and its corporate seal to be impressed hereon, all as
of the date of original issue specified above.
IN WITNESS WHEREOF, the City of Muskego, Waukesha County,
(SEAL) CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
BY BY City Clerk Mayor
A- 3
ASS I GNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
(Please print or typewrite name and address, including zip code,
of Assignee)
please insert Social Security or other
identifying number of Assignee
the within Bond, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to transfer said Bond on the books kept for the
registration thereof with full power of substitution in the
premises.
Dated:
NOTICE The signature to this
assignment must correspond with
the name as it appears upon the face of
without alteration or enlargement or any
the within Bond in every particular,
change whatever.
Signature (s) guaranteed by
A- 4
..
0
Exhibit B
Clty of Muskego
Water System Revenue Bonds
Dated ZlB9
Wnning Bidder: Eanc One Capital Markets, Inc.
DEBT SERVICE SCHEDULE
sO.WO.00
55,Maw
0,m.w
65.000.00
70,aY).W
BO.0W.W
85.WO.W
9o.ooo.M)
95,WO.W
lw.ooo.w
?W.OW.oO
1c5.ow.w
115.000.00
120.omw
125.OM.00
130,MO.w
135,oW.W
14o.ow.w
145,000.w
150.0w.w
3.600%
3.7009~
3.7509)
3.am
3.m
4.0508
4.150%
4.250%
4.350%
4.400%
4.450%
4.500%
4.5501
4.600m
4.6509
4.7008
4,7504)
4.600%
4.W%
4.900%
22,443.75
44.887.50
Q.987.50
44.887.50
4Z97D.W
43,aa7.50
42.97O.W
41,845.W
41.84500
10,610.W
39.245.w 40,610.00
39,24500
37.825.W
37.625.m
35.861 .Z
35,bSlZ
33.9411.75
339.9.75
31.802.50
31.88250
29.682.50
29.682.50
27.45f.50
27.457.50
25,095.00
25,095.W
22.478.75
22.470.75
19.716.75
19.718.75
16,012.50
13.757.50
16.812.50
13.m.50
10.55125
10.551.25
7,19t15
7.191.25
3615.w
3.sIs.00
Date Pdnupnl Coupon Inbeat Tobll Pel FISCAL TOTAL
~.~ 153,675.03 157.?SO.W
TOld 2.015.000 00 1,16~.008.75 3.176.008.75
~ -~
22.443.75
44,881.50
94.8.ae7.53
43.9a7.50
~,9e7.50
102.910.00
U.B70.00
106.846.00
41,845.00
110,610.00
40.6lO.W
119.245.w
39.245.W
122,825.00
37.68.00
125,861.25
35.081.25
1ZR948.75
33,94875
131,88250
31.W.50
29,682.50
132,451.50
27,451.50
140.095.W
25.095.00
14,478.75
z47.9 75
144.716.75
19,718.75
14aB.B1Z.s0
16,812.9
148.751.50
13,757.50
150.551.25
10,551.25
152.191.25
3,615.w
la,mzso
7,191.25
22.a.75
139,775.00
142.975.w
l~~.oo
140,690.00
151.m.w
158,480.00
160,250.00
161.72250
162,es7.50
163.765.W
159.3e5.w
159.915.00
165.190.00
164,957.50
164,437.50
163.625.00
182,515.00
1~1.102.50
159.382.50
Ehkm and Asocielas. bc. Fi+8 A4uskago.d-90 wata ref 2- S1NGLE PURPOSE
PuAhc Flnense ComunanEo 1/26/1939 12:46 PM
414 705 1810 PRGE .02
EXHIBIT C
Escrow Agreement to Assure
Payment of Refunded Obligations
This Escrow Agreement is made and entered into this - day
of February, 1999, by and between Firstar Bank Milwaukee, N.A.,
Milwaukee, Wisconsin ("Escrow Agent") and the City of Muskego,
Waukesha County, Wisconsin ("Issuer") .
Recitals
The Issuer has outstanding its General Obligation Promissory
Notes dated May 5, 1994 (the "1994 Notes"), its General
Obligation Promissory Notes, Series 1995, dated March 1, 1995
dated March 1, 1996 (the "1996 Notes").
(the "1995 Notes") and its General Obligation Promissory Notes
its $2,015,000 Water System Revenue Bonds, dated February 1,
1999, which are being issued for the purpose of providing funds
sufficient to refund $700,000 in aggregate principal amount of
the 1994 Notes maturing on May 1, 2003, the 1995 Notes maturing
on March 1, 2003 and $225,000 in aggregate principal amount of
the 1996 Notes maturing on March 1, 2003 (collectively, the
"Refunded Obligations") .
Issuer has authorized and sold and is delivering this day
0 Escrow Account herein established with the proceeds of the
Refunding Obligations.
Escrow Agent has been appointed to hold and administer the
0
herein set forth, the parties therefore agree:
In consideration of the mutual covenants and agreements
1. Escrow Deuosit. Concurrently with the execution of this
Agreement, Issuer has irrevocably deposited $ of the
proceeds of the Refunding Obligations and $ of funds of
the Issuer, which sum is necessary to accomplish the purposes
hereof, to be held and used by Escrow Agent, together with any
investment income accruing thereto, in escrow only as herein set
forth.
Issuer represents and warrants that this escrow deposit,
when held, invested and paid in accordance herewith will be
sufficient to make all payments required hereby, and agrees that
if at any time it shall appear to Escrow Agent that such escrow
deposit will not be so sufficient, it will, upon notice by the
Escrow Agent, forthwith deposit in the Escrow Account money on
hand and legally available for that purpose to the extent
required to meet fully the payments required hereby.
.
2. ACCeDtanCe of Escrow. Escrow Agent acknowledges receipt
of the escrow deposit hereunder and accepts the responsibilities
imposed on it, as Escrow Agent, by this Agreement.
3. A-. Escrow Agent shall
deposit the escrow deposit hereunder into an Escrow Account to be
used and invested as follows:
(a) Use of Escrow Deposit. The Escrow Agent shall:
(i) on the date hereof, purchase the U.S. Treasury State
and Local Government Series Book-Entry Securities described
and for the price of $
on Schedule A hereto ("SLGS"), in the principal amount of
monies in the Escrow Account, and hold the purchased SLGS in
the Escrow Account;
securities described on Schedule B hereto ("Securities") for
(ii) on the date hereof, purchase the U.S. government
the price of $ and pay for them from the monies in
the Escrow Account, and hold the purchased Securities in the
Escrow Account;
with respect to the Refunding Obligations, including the fee
(iii) apply $ to the payment of issuance expenses
described in Section 8(a) hereof, in accordance with the
directions of the Issuer;
(iv) return $
Special Redemption Fund for the Refunding Obligations, such
to the Issuer for deposit into the
amount representing accrued interest paid with respect to
the Refunding Obligations ($ ) and excess escrow
account monies ($ ) : and
(v) hold the $
cash in the Escrow Account until distributed as provided in
subsection (b) hereof.
(b) Distribution of Escrow Account. The Escrow Account
and pay for them from the
balance of the escrow deposit in
(other than the cash held in the Escrow Account pursuant to
the Sqcurities Except as provided in Sections 4 and 5 below,
subsection (a) (v) above) shall remain invested in the SLGS and
the Escrow Agent shall not sell or otherwise dispose of the SLGS
monies in the Escrow Account shall be permitted or made on behalf
and the Securities and no further investment or reinvestment of
of the Issuer. Escrow Agent shall apply the monies in the Escrow
Account to the timely payment of the principal of and interest on
the Refunded Obligations at the times and in the amounts set
to the depository for the Refunded Obligations listed on Schedule
forth on attached Schedule C, by appropriate and timely transfers
C.
-2- QBMK€\1300791 .1
4. Reinvestment Certain amounts received from investment 0 of the Escrow Account monies are to be reinvested by the Escrow
Agent on behalf of the Issuer in U.S. Treasury Obligations -
State and Local Government Series with an interest rate of 0.00%.
The investments to be made are described on Schedule D hereto.
Obligations shall be submitted by the Escrow Agent, on behalf of
The subscriptions for these State and Local Government Series
reinvestment (or such other period of time in advance of the date
the Issuer, at least seven (7) days in advance of the date of
of reinvestment as is then required by law or regulation) and
shall be in accordance with then-applicable law and regulations.
The Issuer will cooperate with the Escrow Agent as necessary to
allow the subscriptions to be made as described herein.
The Escrow Account cash flow (taking the reinvestments
required by Section 4 into account) is set forth on Schedule E.
If U.S. Treasury Obligations - State and Local Government
Series with an interest rate of 0.00% are not available at the
time such Escrow Account monies are to be reinvested, such Escrow
Account monies shall be reinvested by the Escrow Agent on behalf
America, or held uninvested, as directed by the Issuer, upon the
of the Issuer in direct obligations of the United States of
Escrow Agent's receipt, at the expense of the Issuer, of (i) an
opinion of a nationally recognized firm of attorneys experienced
in the area of municipal finance to the effect that such
transaction would not cause any of the Refunded Obligations or
any of the Refunding Obligations to be an "arbitrage bond" within
the meaning of Section 148 of the Internal Revenue Code of 1986,
as amended, and the regulations thereunder and (ii) a
certification from an independent certified public accountant
that, after such transaction, the principal of and interest on
the U.S government obligations in the Escrow Account will,
together with other monies in the Escrow Account available for
such purpose, be sufficient at all times to pay, when due, the
principal of and interest on the Refunded Obligations.
0
5. Substitute Investments. At the written request of the
stated, the Escrow Agent shall have the power to request the
Issuer and upon compliance with the conditions hereinafter
or oth.erwise dispose of the Securities and to substitute direct
redemption of the SLGS or sell, transfer, request the redemption
guaranteed by, the United States of America, which are not
obligations of, or obligations which are unconditionally
subject to redemption prior to maturity and which are available
for purchase with the proceeds derived from the disposition of
the SLGS and Securities on the date of such transaction. The
Escrow Agent shall purchase such substitute obligations with the
proceeds derived from the sale, transfer, disposition or
redemption of the SLGS and Securities. The transactions may be
effected only by simultaneous sale and purchase transactions, and
only if (i) the amounts and dates on which the anticipated
-3- ~BMKE\~~OO~~I.I
..
i
0
0
0
transfers from the Escrow Account to the depository for the
payment of the principal of and interest on the Refunded
Obligations will not be diminished or postponed thereby, (ii) the
Escrow Agent shall receive, at the expense of the Issuer, an
opinion of a nationally recognized firm of attorneys experienced
disposition and substitution would not cause any Refunded
in the area of municipal finance to the effect that such
Obligations or any Refunding Obligations to be "arbitrage bonds"
within the meaning of Section 148 of the Internal Revenue Code of
Escrow Agent shall receive, at the expense of the Issuer, a
1986, as amended and the regulations thereunder; and (iii) the
certification from an independent certified public accountant
that, after such transaction, the principal of and interest on
the U.S. government obligations in the Escrow Account will,
together with other monies in the Escrow Account available for
principal of and interest on the Refunded Obligations.
such purpose, be sufficient at all times to pay, when due, the
The Issuer hereby covenants that no part of the monies or
funds at any time in the Escrow Account shall be used directly or
indirectly to acquire any securities or obligations, the
Refunding Obligations to be "arbitrage bonds" within the meaning
acquisition of which would cause any Refunded Obligations or any
of Section 148 of the Internal Revenue Code of 1986, as amended.
6. Notice of Redemution of the Refunded Obliaations
principal amount of the 1994 Notes maturing on May 1, 2003 for
prior payment on May 1, 2000. The Escrow Agent shall cause
timely notice of the call of the 1994 Notes to be redeemed to be
given by mailing a notice thereof, in substantially the form
attached hereto as Schedule F-1, by registered or certified mail
no later than March 31, 2000 to the registered owner of each 1994
Note to be redeemed at the address shown on the registration
books
(a) The Issuer has called $700,000 in aggregate
(b) The Issuer has called the 1995 Notes maturing on
March 1, 2003 for prior payment on March 1, 2000. The Escrow
be redeemed to be given by mailing a notice thereof, in
Agent shall cause timely notice of the call of the 1995 Notes to
substantially the form attached hereto as Schedule F-2, by
registered or certified mail no later than January 29, 2000 to
the registered owner of each 1995 Note to be redeemed at the
address shown on the registration books.
(c) The Issuer has called $225,000 in aggregate
principal amount of the 1996 Notes maturing on March 1, 2003 for
prior payment on March 1, 2001. The Escrow Agent shall cause
timely notice of the call of the 1996 Notes to be redeemed to be
given by mailing a notice thereof, in substantially the form
attached hereto as Schedule F-3, by registered or certified mail
-4- PBMKE\4300791.1
no later than January 29, 2001 to the registered owner of each
1996 Note to be redeemed at the address shown on the registration
books.
In addition to the official notices of redemption provided
for in the paragraphs above, further notice of the redemption of
the Refunded Obligations shall be given by the Escrow Agent on
behalf of the Issuer to The Bond Buver, to all registered
securities depositories then in the business of holding
substantial amounts of obligations of types such as the Refunded
Obligations (such depositories now being Depository Trust Company
of New York, New York, and Philadelphia Depository Trust Company
of Philadelphia, Pennsylvania) and to one or more national
information services that disseminate notices of redemption of
obligations such as the Refunded Obligations. Each further
notice of redemption given hereunder shall be sent at least 35
days before the redemption date by registered or certified mail
or overnight delivery service and shall contain the information
Schedules F-1, F-2 and F-3.
set forth in the official notices of redemption provided on
I. Notice of Advance Refundins of the Refunded Oblisations.
The Escrow Agent is directed and agrees to provide to the owners
of the Refunded Obligations a Notice of Partial Advance
Refunding, in substantially the forms attached hereto as
Schedules G-1, G-2 and G-3, as soon as practicable after the
closing for the Refunding Obligations. The Notices of Advance
Refunding shall also be provided to the depository for the
Refunded Obligations and to other depositories and national
information services as described in Section 6.
8. The Escrow Aqent.
(a) Escrow Acrent's Fee The Escrow Agent shall be paid a
fee of $ for the performance of its services hereunder.
The Escrow Agent waives any lien upon or claim against any of the
Agreement.
monies or securities now or hereafter held by it under this
(b) Annual ReDOrt. Escrow Agent shall, in the month of
February of each year while this Agreement is in effect, and as
by first class registered mail to the Issuer a report of the
soon as practicable after termination of this Agreement forward
receipts, income, investments, redemptions and payments of and
from all of the Escrow Account during the preceding calendar
year, including in such report a statement, as of the end of the
preceding calendar year, regarding the manner in which it has
have the right, at any time during business hours, to examine all
carried out the requirements of this Agreement. Issuer shall
of the Escrow Agent's records regarding the status and details of
the Escrow Account.
-5- QBNKE\4300191.1
permitted under Section 3(b) hereof, Escrow Agent shall keep all (c) SeDarate Funds: Accountabilitv. Except as otherwise
monies and securities deposited hereunder, all investments and
all interest thereon and profits therefrom, at all times in the
special fund and separate trust account, wholly segregated from
all other funds and securities on deposit with it; shall never
commingle such deposits, investments and proceeds with other
use, loan or borrow the same in any way. The several funds funds or securities of Escrow Agent; and shall never at any time
established hereunder shall be held separately and distinctly and
not commingled with any other such fund. Nothing herein
contained shall be construed as requiring Escrow Agent to keep
the identical monies, or any part thereof, received from or for
always be maintained on hand as funds held by Escrow Agent as
Issuer's account, on hand, but monies of an equal amount shall
escrow agent belonging to Issuer and a special account thereof,
evidencing such fact, shall at all times be maintained on the
books of Escrow Agent
any property held hereunder, such property shall be and remain
the property of Issuer and if, for any reason, such property
cannot be identified, all other assets of Escrow Agent shall be
impressed with a trust for the amount thereof and Issuer shall be
entitled to the preferred claim upon such assets enjoyed by any
trust beneficiary. Property held by Escrow Agent hereunder shall
Agent shall have no right or title with respect thereto
not be deemed to be a banking deposit of the Issuer, and Escrow
(including any right of set-off) and the Issuer shall have no
right of withdrawal thereof.
In the event Escrow Agent is unable or fails to account for
(d) Liability. Escrow Agent shall be under no obligation
to inquire into or be in any way responsible for the performance
or nonperformance by Issuer or any paying agent of any of its
obligations, or to protect any of Issuer's rights under any bond
proceeding or any of Issuer's other contracts with or franchises
or privileges from any state, county, municipality or other
governmental agency or with any person. Escrow Agent shall not
be liable for any act done or step taken or omitted by it, as
which it may do or refrain from doing in good faith and in the
Escrow Agent, or for any mistake of fact or law, or for anything
exercise of reasonable care and believed by it to be within the
discretion or power conferred upon it by this Agreement, except
obligation imposed upon it hereunder. Escrow Agent shall not be
for its negligence or its default in the performance of any
responsible in any manner whatsoever for the recitals or
statements contained herein, including without limitation those
as to the sufficiency of the trust deposit to accomplish the
purposes hereof or in the Refunded Obligations or the Refunding
Obligations or in any proceedings taken in connection therewith,
but they are made solely by the Issuer.
-6- QBEIxE\4300791.1
at any time resign by giving not less than 60 days written notice
(e) Resisnations: Successor Escrow Aqent. Escrow Agent may
to Issuer. Upon giving such notice of resignation, the resigning
Escrow Agent may petition any court of competent jurisdiction for
the appointment of a successor escrow agent. Such court may
prescribes, appoint a successor escrow agent of comparable
thereupon, after such notice, if any, as it may deem proper and
qualifications to those of the resigning Escrow Agent. The
resignation of the Escrow Agent shall take effect only upon the
appointment of a successor escrow agent and such successor escrow
agent's acceptance of such appointment.
Any successor escrow agent shall be a state or national
bank, have full banking and trust powers, and have a combined
capital and surplus of at least $5,000,000.
deliver to Issuer and to its predecessor escrow agent an Any successor escrow agent shall execute, acknowledge and
instrument accepting such appointment hereunder, and thereupon
the resignation of the predecessor escrow agent shall become
effective and such successor escrow agent, without any further
powers, duties and obligations of its predecessor hereunder, with
act, deed or conveyance, shall become vested with all the rights,
nevertheless, on written request of Issuer or on the request of
like effect as if originally named as escrow agent herein; but
execute and deliver an instrument transferring to such successor
the successor escrow agent, the escrow agent ceasing to act shall
power, and duties of the escrow agent so ceasing to act. Upon
escrow agent, upon the terms herein expressed, all the rights,
execute any and all instruments in writing for more fully and
the request of any such successor escrow agent, Issuer shall
agent all such rights, powers and duties. Any predecessor escrow
certainly vesting in and confirming to such successor escrow
part of the escrow agent's fee hereunder.
agent shall pay over to its successor escrow agent a proportional
9. Miscellaneous.
(a) Third-party Beneficiary. This Agreement has been
entered into by Issuer and Escrow Agent for the benefit of the
holders of the Refunded Obligations, and is not revocable by
Issuer or Escrow Agent. The Escrow Account has been irrevocably
pledged to the payment of principal of and interest on the
Notwithstanding the foregoing, this Agreement shall not be
Refunded Obligations in accordance with this Agreement.
other than the parties hereto.
construed as creating any rights in or obligations to any person
(b) Severabilitv. If any section, paragraph, clause or
provision of this Agreement shall be invalid or ineffective for
any reason, the remainder of this Agreement shall remain in full
force and effect, it being expressly hereby agreed that the
-7- QBMKE\1300791.1
0
?
remainder of this Agreement would have been entered into by the
parties hereto notwithstanding any such invalidity
2, 2001. Any funds hereunder as shall remain upon termination
(c) Termination. This Agreement shall terminate on March
shall be returned to the Issuer. Termination of this Agreement
pay the Refunded Obligations or the Refunding Obligations in full
shall not, of itself, have any effect on Issuer's obligation to
in accordance with the terms thereof.
IN WITNESS WHEREOF, the parties have executed this
Agreement, being duly authorized so to do, each in the manner
most appropriate to it, on the date first above written.
( SEAL 1
0
( SEAL )
CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
Mayor
Attest:
City Clerk
FIRSTAR BANK MILWAUKEE, N.A.
Escrow Agent
By :
Title
Attest:
Title
-8-
!=
0 SCHEDULE A
DESCRIPTION OF U.S. TREASURY
OBLIGATIONS - STATE AND LOCAL
GOVERNMENT SERIES ("SLGS")
Maturity Principal Interest First Interest m Date Amount Rat e Pavment Date
SCHEDULE B
DESCRIPTION OF SECURITIES
Maturity Principal
Date
Interest Amount Rate Twe Purchase
Price
Total :
SCHEDULE C
SCHEDULE OF DEBT SERVICE PAYMENTS
ON REFUNDED OBLIGATIONS
SCHEDULE D
SCHEDULE OF REINVESTMENT IN 0.00% SLGS
Date of Reinvestment Amount Maturity Date
SCHEDULE E
ESCROW ACCOUNT CASH FLOW
SCHEDULE F-I
The Depository Trust Company
Call Notification Department
Garden City, NY 11530-4719
711 Stewart Avenue
Re City of Muskego, Wisconsin
General Obligation Promissory Notes
Date of Original Issue - May 5, 1994
Notice is hereby given that Notes of the above-described issue
and bear interest at the rate set forth below have been called for
in the principal amount set forth below which mature on the date
prior payment on May 1, 2000 at the price of par plus accrued
interest to the redemption date. e Principal Amount
to Be Redeemed
Maturity
Date
Interest
Rate CUSIP No.
$700,000 May 1, 2003 5.10% 627636KJ1
The City will deposit federal or other immediately
available funds sufficient for such redemption at the office of
The Depository Trust Company on or before May 1, 2000.
The Notes will cease to bear interest on May 1, 2000.
BY ORDER OF THE COMMON COUNCIL
CITY OF MUSKEG0
City Clerk
cc: Philadelphia Depository Trust Company
Moody's Municipal & Government Information Service
Standard & Poor's Called Bond Record
The Bond Buyer
Kenny Information Service's Called Bond Service
0
SCHEDULE F-2
Call Notification Department
The Depository Trust Company
Garden City, NY 11530-4719
711 Stewart Avenue
Re: City of Muskego, Wisconsin
General Obligation Promissory Notes, Series 1995
Date of Original Issue - March 1, 1995
Notice is hereby given that Notes of the above-described issue
and bear interest at the rate set forth below have been called for
in the principal amount set forth below which mature on the date
prior payment on March 1, 2000 at the price of par plus accrued
interest to the redemption date.
Principal Amount
to Be Redeemed
Maturity
Date
Interest
Rate CUSIP No.
$825,000 March 1, 2003 5 40% 627636LC5
available funds sufficient for such redemption at the office of
The Depository Trust Company on or before March 1, 2000.
The City will deposit federal or other immediately
The Notes will cease to bear interest on March 1, 2000.
BY ORDER OF THE COMMON COUNCIL
CITY OF MUSKEG0
City Clerk
cc: Philadelphia Depository Trust Company
Moody's Municipal & Government Information Service
Standard & Poor's Called Bond Record
The Bond Buver
Kenny Information Service's Called Bond Service
SCHEDULE F - 3
Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
Re: City of Muskego, Wisconsin
General Obligation Promissory Notes
Date of Original Issue - March 1, 1996
in the principal amount set forth below which mature on the date
and bear interest at the rate set forth below have been called for
prior payment on March 1, 2001 at the price of par plus accrued
interest to the redemption date.
Notice is hereby given that Notes of the above-described issue
Principal Amount Maturity
to Be Redeemed
Interest
Date Rate CUSIP No.
$225,000 March 1, 2003 4.258; 627636LJO
The City will deposit federal or other immediately
available funds sufficient for such redemption at the office of
The Depository Trust Company on or before March 1, 2001.
The Notes will cease to bear interest on March 1, 2001.
BY ORDER OF THE COMMON COUNCIL
CITY OF MUSKEGO
City Clerk
cc: Philadelphia Depository Trust Company
Moody's Municipal & Government Information Service
Standard & Poor's Called Bond Record
Kenny Information Service's Called Bond Service
The Bond Buyer
SCHEDULE G-1
of the General Obligation Promissory Notes dated May 5, 1994
Notice of the Partial Advance Refunding and Redemption
of the City of Muskego, Wisconsin (the "Notes")
Notice is given that $700,000 in aggregate principal amount
of the Notes of the City of Muskego, Wisconsin (the "City") which
mature on May 1, 2003 (the "Refunded Notes") have been advance
refunded by the City pursuant to an Escrow Agreement to Assure
Payment of Refunded Obligations dated February , 1999 between
the City and Firstar Bank Milwaukee, N.A., Milwaukee, Wisconsin
call the Refunded Notes for redemption on May 1, 2000. United
(the "Escrow Agent"). The Escrow Agent has been instructed to
States government securities and cash have been placed in escrow
with the Escrow Agent in an amount which, together with
investment income on it, is sufficient to pay the interest on the
Refunded Notes up to and including May 1, 2000 and to redeem the
Refunded Notes on May 1, 2000 at a price of par plus accrued
cease to accrue on May 1, 2000. The Escrow Agent will deposit
interest to May 1, 2000. Interest on the Refunded Notes will
redemption at the office of The Depository Trust Company on or
federal or other immediately available funds sufficient for such
before May 1, 2000.
Dated: 0-
FIRSTAR BANK MILWAUKEE, N.A
as Escrow Agent
OBMKE\4300809.1
SCHEDULE G-2
Notice of the Partial Advance Refunding and Redemption
of the General Obligation Promissory Notes,
Series 1995, dated March 1, 1995
of the City of Muskego, Wisconsin (the "Notes")
Wisconsin (the "City") which mature on March 1, 2003 (the
"Refunded Notes") have been advance refunded by the City pursuant
dated February , 1999 between the City and Firstar Bank
to an Escrow Agreement to Assure Payment of Refunded Obligations
Milwaukee, N.A., Milwaukee, Wisconsin (the "Escrow Agent"). The
Escrow Agent has been instructed to call the Refunded Notes for
redemption on March 1, 2000 United States government securities
and cash have been placed in escrow with the Escrow Agent in an
amount which, together with investment income on it, is
sufficient to pay the interest on the Refunded Notes up to and
including March 1, 2000 and to redeem the Refunded Notes on March
1, 2000 at a price of par plus accrued interest to March 1, 2000.
Interest on the Refunded Notes will cease to accrue on March 1,
2000. The Escrow Agent will deposit federal or other immediately
available funds sufficient for such redemption at the office of
The Depository Trust Company on or before March 1, 2000.
Notice is given that the Notes of the City of Muskego,
-
FIRSTAR BANK MILWAUKEE, N.A
as Escrow Agent
SCHEDULE G-3
of the General Obligation Promissory Notes dated March 1, 1996
Notice of the Partial Advance Refunding and Redemption
of the City of Muskego, Wisconsin (the "Notes")
Notice is given that $225,000 in aggregate principal amount
of the Notes of the City of Muskego, Wisconsin (the "City") which
mature on March 1, 2003 (the "Refunded Notes") have been advance
refunded by the City pursuant to an Escrow Agreement to Assure
Payment of Refunded Obligations dated February , 1999 between
the City and Firstar Bank Milwaukee, N.A., Milwaukee, Wisconsin
call the Refunded Notes for redemption on March 1, 2001. United (the "Escrow Agent"). The Escrow Agent has been instructed to
States government securities and cash have been placed in escrow
with the Escrow Agent in an amount which, together with
investment income on it, is sufficient to pay the interest on the
Refunded Notes up to and including March 1, 2001 and to redeem
accrued interest to March 1, 2001. Interest on the Refunded
the Refunded Notes on March 1, 2001 at a price of par plus
Notes will cease to accrue on March 1, 2001. The Escrow Agent
will deposit federal or other immediately available funds
sufficient for such redemption at the office of The Depository
Trust Company on or before March 1, 2001.
Dated: I-
FIRSTAR BANK MILWAUKEE, N.A.
as Escrow Agent
(Water System Revenue Bonds)
Excerpts of Minutes of Open Meeting of the
Common Council of the City of Muskego
City of Muskego, Waukesha County, Wisconsin, was held in open
A duly-convened meeting of the Common Council of the
session on January 26, 1999 and called to order at
Central Time The following Alderpersons were present:
P.M.,
The following Alderpersonk were absent
The Mayor opened the meeting by announcing that this was an
open meeting of the Common Council. Notice of this meeting was
given to the public at least 24 hours in advance of the meeting
by forwarding the complete agenda to the official City newspaper,
the Muskeso Sun, and to all news media who have requested the
available for inspection at the City Clerk's office. Anyone
same as well as posting Copies of the complete agenda were
desiring information as to forthcoming meetings should contact
the City Clerk's office.
(Here occurred matters not pertinent to the revenue bond
issue. )
The City Clerk announced that bids had been received
to action of the Common Council. The City Clerk indicated that a
for the bond issue, which had been advertised for bids pursuant
$40,700 good faith deposit was provided with respect to each such
bid and read the following details as to each bid submitted:
SEE ATTACHED
.5
0
"
0
(Water System Revenue Bonds)
Excerpts of Minutes of Open Meeting of the
Common Council of the City of Muskego
City of Muskego, Waukesha County, Wisconsin, was held 'in open
A duly-convened meeting of the Common Council of the
session on January 26, 1999 and called to order at P.M.,
Central Time. The following Alderpersons were present:
Patterson, AM. Woodard, Ald. Pionek, Ald. Salentine, Ald. miaverotti,
Ald. Sanders, Ald. Slocomb
The following Alderpersons were absent:
NONE
The Mayor opened the meeting by announcing that this was an
open meeting of the Common Council. Notice of this meeting was
given to the public at least 24 hours in advance of the meeting
by forwarding the complete agenda to the official City newspaper,
the Muskeso Sun, and to all news media who have requested the
available for inspection at the City Clerk's office. Anyone
same as well as posting. Copies of the complete agenda were
desiring information as to forthcoming meetings should contact
the City Clerk's office.
(Here occurred matters not pertinent to the revenue bond
issue. )
The City Clerk announced that 4 bids had been received for
the bond issue, which had been advertised for bids pursuant to
action of the Common Council. The City Clerk indicated that a
bid and read the following details as to each bid submitted:
$40,700 good faith deposit was provided with respect to each such
SEE ATTACHED
0
BID TABULATION
$2,035,000' Water System Revenue Bonds
City of Muskego. Wisconsin - SALE: January 26.1999
AWARD: BANG ONE CAPITAL MARKETS, INC.
RATING: Moodvs Investors Services 'A3' - BBI: 5.01%
NET TRUE
COST RATE
NAME OF BIDDER RATE YEAR PRICE INTEREST INTEREST
BANG ONE CAPITAL MARKETS. INC. 3.60%
Milwaukee, Wisconsin 3.70%
3.75%
3.80%
3.90%
4.05%
4.15%
4.25%
4.35%
4.40%
4.45%
4.50%
4.55%
4.60%
4.65%
4.700/.
4.75%
4.80%
4.85%
4.90%
2000 $2,029,342.70 $1,185,63668 4.6239%
2001
2002
2003
2004
2005
2006
2007
2008
2009
201 0
201 1
201 2
2013
201 4
2015
2016
2017
2018
2019
'Subsequent to bid opening the issue size was decreased lo $2,015,000 with the 2017 maturity decreased $5,000 to $140,000
maturityvalue.lhe2018matuntydecreased%5,000lo$145.W0inmaturityvalueandthe2019mahrricyd~~ased$10,000to$150.0~
in maturity value.
Adjusted Price - $2,009,398.30
Adjusted TIC - 4.6202"/.
Adjusted Net Interest Con - $1.166.610.45
@ EHLERS
& ASSOCIATES INC
LEIDIRS IN PUBLIC FIHANCC
i
a
0
$2,035,000' Water System Revenue Bonds
City of Muskego, Wisconsin Page
NET TRUE
COST RATE NAME OF BIDDER RATE YEAR PRICE INTEREST INTEREST
ROBERT w. BAIRD a COMPANY. INC. 3.55%
Milwaukee, Wisconsin
3.75%
3.65%
3.85%
3.95%
4.10%
4.05%
4.15%
4.20%
4.25%
4.30%
4.40%
4.50%
4.55%
4.60%
4.70%
4.75%
4.80%
4.85%
DAIN RAUSCHER. INC.
Memphis, Tennessee
EVEREN SECURITIES, INC
Chicago, Illinois
2000
2001
2002
2003
2004
2005
2006
2007
2008
2010
2009
201 1
2012
2014
2013
2015
2016
2017
2018-201 9
4.20% 2000-2009
4.25% 2010
4.30% 2011
4.40% 2012
4.50% 2013-2014
4.70% 2016
4.75% 2017-2018
4.80% 2019
4.625% 2015
4.40% 2000-201 1
4.45% 2012
4.50% 2013
4.55% 2014
4.60% 2015
4.65% 2016
4.70% 2017
4.75% 2018
4.80% 2019
82.018.300.10
62.004.507.75
$2.004.475.00
$1.185.838.03
$1,189,992.25
$1,201.273.13
4.6397%
4.6842%
4.7360%
JFIN 26 '99 13:32 612 336 4520 PFlGE , E3