CCR2000001The following resolution was then introduced and moved by
Alderperson Salentfne and seconded by Alderperson Sanders
RESOLUTION NO. 1-2000
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
$2,225,000 SEWER SYSTEM REVENUE BONDS
OF THE CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN,
AND PROVIDING FOR THE PAYMENT OF THE BONDS
AND OTHER DETAILS WITH RESPECT TO THE BONDS
WHEREAS, the City of Muskego, Waukesha County, Wisconsin
("City") now owns and operates and has for many years owned and
operated its Sewer System, a public utility (the Sewer System and
or hereafter owned by the City, including all improvements and
all properties of every nature in connection with such System now
extensions thereto, all real and personal property of every
nature comprising part of and used or useful in connection
and other intangibles, are hereinafter referred to as the
therewith, and all appurtenances, contracts, leases, franchises
"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
utility from the proceeds of bonds, which bonds are to be payable
its governing body, provide for extending and improving a public
only from the net income and revenues derived from the operation
of such utility and are to be secured by a pledge of the revenues
of the utility; and
WHEREAS, improvements to the System are necessary to
adequately supply the needs of the City and the residents
thereof; and
WHEREAS, it is now necessary and desirable that the City
issue and sell revenue bonds payable solely from the revenues to
be derived from the operation of the System, for the purpose of
authorized and issued pursuant to the provisions of Section
financing the cost of such improvements, which bonds are to be
66.066, Wis. Stats.; and
Bonds dated March 1, 1996 (the "1996 Bonds") which were
authorized by Resolution No. 58-96 adopted February 27, 1996 (the
"1996 Resolution") and its Sewer System Revenue Bonds, dated
Resolution No. 15-98 adopted January 27, 1998 (the "1998
February 1, 1998 (the "1998 Bonds") which were authorized by
Resolution" ) ; and
WHEREAS, the City has outstanding its Sewer System Revenue
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WHEREAS, the 1996 Resolution and the 1998 Resolution permit
the issuance of additional bonds on a parity with the 1996 Bonds
have been met;
and the 1998 Bonds under certain conditions, and those conditions
Waukesha County, Wisconsin, do resolve that:
NOW, THEREFORE, the Common Council of the City of Muskego,
providing for the cost of improvements to the System, the City
shall borrow on the credit of the income and revenue of the
System the sum of $2,225,000. Negotiable, fully-registered bonds
of the City, in the denomination of $5,000, or any whole multiple
Bonds shall be designated "Sewer System Revenue Bonds", shall be
thereof, shall be issued in evidence thereof (the "Bondst') . The
Bonds shall mature on September 1 of each of the years and in the
numbered from R-1 upward and shall be dated January 1, 2000. The
amounts set forth below.
Section 1. Authorization of Bonds. For the purpose of
Maturitv
Year of
2001
2002
2003
2005
2004
2006
2007
2008
2009
2011
2010
2013
2012
2014
2015
2016
2017
Principal
Amount
$100,000
100.000
100,000
110,000
115,000
125,000
125,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
100.000
subject to redemption prior to maturity at the option of the City
Bonds maturing in the years 2010 through 2017 shall be
in whole or from time to time in part on September 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
entire principal amount of any maturity is to be redeemed, the
to be redeemed shall be selected by the City. If less than the
by lot.
Bonds of that maturity which are to be redeemed shall be selected
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The Bonds shall bear interest at the rates per annum set
forth below, payable on March 1 and September 1 of each year,
commencing September 1, 2000. Interest shall be computed upon
the basis of a 360-day year of twelve 30-day months and will be
rounded pursuant to the rules of the Municipal Securities
Rulemaking Board.
Maturity
Year of Interest
Rate
2001
2002
2003
2004
2005
2007
2006
2008
2009
2010
2011
2013
2012
2014
2015
2017
2016
5.00%
5.00
5.00
5.00
5.00
5.05
5.10
5.20
5.15
5.25
5.30
5.35
5.45
5.55
5.45
5.65
5.75
amount of annual debt service payments is reasonable in
accordance with prudent municipal utility practices.
The schedule of maturities is found to be such that the
The Bonds shall be signed by the manual or facsimile
signatures of the Mayor and City Clerk of the City (provided
authenticate the Bonds, at least one of such sianatures shall be
that, unless the City has contracted with a fiscal agent to
manual), and sealed with the corporate seal of the City, or a
facsimile thereof.
~ ~~~~
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 1996 Bonds, the 1998 Bonds, the
Fund, and shall be used for no other purpose than to pay the
Bonds and Parity Bonds, as the same 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
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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 1996 Bonds, the 1998 Bonds, the
Bonds and Parity Bonds in any Bond Year.
"Annual Debt Service Requirement" means the total amount of
"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
all Operation and Maintenance Expenses.
"Net Operating Revenues" means the Operating Revenues minus
operation of the System, including the revenues received from the
City for services rendered to it. Operating Revenues do not
assessments or other special assessments, tax increment revenues
include proceeds of the collection of reserve capacity
or income derived from investments.
"Operating Revenues" means all Revenues derived from
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 1996 Bonds, the 1998 Bonds and 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) the amount on
plus 10% of the proceeds of the Bonds, (b) the highest Annual deposit in the Reserve Account prior to the issuance of the Bonds
Debt Service Requirement on the 1996 Bonds, the 1998 Bonds and
the Bonds, or (c) 125% of average annual debt service on the 1996
Bonds, the 1998 Bonds and the Bonds. If Parity Bonds are issued,
permitted to be on deposit in the Reserve Account pursuant to
the Reserve Requirement shall be an amount equal to the amount
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Section 148(d) (1) of the Code, but shall not exceed the maximum
amount of principal and interest due on the 1996 Bonds, the 1998
Bonds, the Bonds and the Parity Bonds in any Bond Year.
"Revenues" means all income and revenue of the System
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.
the Bonds shall have been delivered in whole or in Dart. the
Section 4. Income and Revenue Funds: Flow of Funds. When
Revenues shall be set aside into the following sepakate. and
special funds, which funds were created by the 1996 Resolution,
continued by the 1998 Resolution and are hereby further
continued, 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 "Sewer System Operation and Maintenance
Fund" (the "Operation and Maintenance Fund") .
- Revenues in amounts sufficient to pay the principal of and
the interest on the 1996 Bonds, the 1998 Bonds, the Bonds and
aside into the "Sewer System Special Redemption Fund" (the
Parity Bonds and to meet the Reserve Requirement shall be set
"Special Redemption Fund"), to be applied to the payment of the
principal of and interest on the 1996 Bonds, the 1998 Bonds, the
monies standing in the Special Redemption Fund are hereby
Bonds and Parity Bonds and to meet reserve requirements. The
on the 1996 Bonds, the 1998 Bonds the Bonds and Parity Bonds.
irrevocably pledged to the payment of principal of and interest
- Revenues in amounts sufficient to provide a proper and
adequate depreciation account for the System shall be set aside
Fund") .
into the "Sewer System Depreciation Fund" (the "Depreciation
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
Stats.
investments subject to the provisions of Section 66.04(2), Wis.
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
Maintenance Fund equal to estimated Operation and Maintenance
Fund and next to accumulate a reserve in the Operation and
Money in the Operation and Maintenance Fund shall be used to
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Expenses for one month. Any money then available and remaining
in the Operation and Maintenance Fund may be transferred to the
by the 1998 Resolution and is hereby further continued.
Surplus Fund, which was created by the 1996 Resolution, continued
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
additions to the System. Any money on deposit in the
for repairs, replacements, new construction, extensions or
Depreciation Fund in excess of $228,275 (or such higher amount as
proper and adequate depreciation account) and not required during
the Common Council determines from time to time to constitute a
the current Fiscal Year for the purposes of the Depreciation
Fund, may be transferred to the Surplus Fund.
Money in the Depreciation Fund shall be available and shall
Council that the amount of Revenues to be set aside and paid into
It is the express intent and determination of the Common
the Special Redemption Fund (including the Reserve Account) shall
the 1996 Bonds, the 1998 Bonds the Bonds and Parity Bonds and to
in any event be sufficient to pay principal of and interest on
meet the Reserve Requirement, and the City Treasurer shall from
year to year deposit at least sufficient Revenues in the Special
Redemption Fund to pay promptly all principal and interest
falling due on the 1996 Bonds, the 1998 Bonds, the Bonds and
Parity Bonds and to meet the Reserve Requirement.
and interest on the 1996 Bonds, the 1998 Bonds and the Bonds and
to meet the Reserve Requirement shall be set apart and shall be
paid into the Special Redemption Fund not later than the 10th day
of each month. The amount deposited each month shall be not less
of the principal next maturing.
than one-sixth of the interest next coming due, plus one-twelfth
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, in addition to the amounts to
be deposited to meet debt service payments on the 1996 Bonds and
the 1998 Bonds, are set forth on Exhibit B hereto.
other than the payment of interest upon and principal of the 1996
The Special Redemption Fund shall be used for no purpose
Bonds, the 1998 Bonds, the Bonds and Parity Bonds promptly as the
same become due and 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.
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To additionally secure the payment of principal of and
interest on the 1996 Bonds, the 1998 Bonds, the Bonds and Parity
Bonds, the separate account in the Special Redemption Fund known
as the "Reserve Account" (the "Reserve Account") created by the
1996 Resolution and continued by the 1998 Resolution is hereby
City covenants and agrees that upon the issuance of the Bonds
further continued and shall be funded as provided below. The
necessary to make the amount on deposit on the Reserve Account
there will be paid into the Reserve Account such amount as is
equal to the Reserve Requirement. The City covenants and agrees
that at any time that the amount in the Reserve Account shall be
less than the Reserve Requirement, those funds in the Special
Redemption Fund, the Operation and Maintenance Fund, the
Depreciation Fund and the Surplus Fund which are in excess of the
minimum amounts required by the preceding paragraphs to be paid
therein will be paid into the Reserve Account each month until
the Reserve Requirement will again have accumulated in the
Reserve Account. If for any reason there shall be insufficient
funds on hand in the Special Redemption Fund to meet principal or
interest becoming due on the 1996 Bonds, the 1998 Bonds, 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 1996 Bonds, the 1998 Bonds, 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.
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.
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.
Money in the Surplus Fund shall first be used when necessary
Section 5. Service to City. The reasonable cost and value
of any service rendered to the City by the System, including
reasonable health protection charges, shall be charged against
the City and shall be paid by it in monthly installments as the
collected or in the process of collection, exclusive of the
service accrues, out of the current revenues of the City
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
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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
of services rendered to the City and its inhabitants or to make
such appropriation over and above the reasonable cost and value
any subsequent payment over and above such reasonable cost and
value.
covenanted and agreed by the City with the owner or owners of the
Section 6. Operation of System; City Covenants. It is
Bonds, and each of them, that:
reference to the System required by the Constitution and Statutes
of the State of Wisconsin, including the making and collecting of
rendered by the System, and will segregate the Revenues of the
reasonable and sufficient rates lawfully established for services
hereinabove;
System and apply them to the respective funds described
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
construction of capital facilities for use in the normal
Special Redemption Fund or applied to the acquisition or
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,
materials or supplies which if unpaid could become a lien upon
assessments, governmental charges, and claims for labor,
the System or its Revenues or could impair the security of the
Bonds ;
expeditiously as possible;
It will cause the improvements to the System to be made as
It will maintain in reasonably good condition and operate
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 (a) Net Operating Revenues
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shall not be less than 115% of the Annual Debt Service
Requirement and (b) Net Revenues shall not be less than 125% of
the Annual Debt Service Requirement and so that the Revenues of
payment of the Bonds and the interest thereon as the same becomes
the System herein agreed to be set aside to provide for the
due and payable, and to meet the Reserve Requirement as provided
in Section 4 of this Resolution, will be sufficient for those
purposes; and
the end of each Fiscal Year and, in the event such budget
indicates that the Net Operating Revenues or Net Revenues for
each Bond Year will not exceed the Annual Debt Service
Requirement for each corresponding Bond Year by the applicable
proportions stated hereunder, will take any and all steps
permitted by law to increase rates so that the aforementioned
proportions of Net Operating Revenues and Net Revenues to the
Annual Debt Service Requirement shall be accomplished as promptly
as possible.
It will prepare a budget not less than sixty days prior to
keep proper books and accounts relative to the System separate
from all other records of the City and will cause such books and
accounts to be audited annually by a recognized independent firm
of certified public accountants including a balance sheet and a
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
System at the end of the Fiscal Year, for each user
classification (i.e., residential, commercial, public and
industrial); (5) a list of the insurance policies in force at the
end of the Fiscal Year setting out as to each policy the amount
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 in computing the sewer service charge.
Section 7. Books and Accounts: Insuection. 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 1996 Bonds,
the 1998 Bonds or the Bonds are outstanding the City will carry
for the benefit of the owners of the 1996 Bonds, the 1998 Bonds
and the Bonds: (a) adequate fire, lightning, vandalism, riot,
strike, explosion, civil commotion, malicious damage, tornado and
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windstorm insurances on all portions of the System which are
against loss of use and occupancy resulting from such casualties;
subject to loss through such casualties; (b) adequate insurance
(c) adequate public liability insurance and (d) insurance of the
kinds and in the amounts normally carried by private companies
engaged in the operation of similar systems. All money received
System payable into the separate funds named in Section 4 of this
for loss of use and occupancy shall be considered Revenue of the
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
inadvisable to repair such damage or replace such property and
that the operation of the System has not been impaired thereby,
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.
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 1996 Bonds, the 1998 Bonds and the
Bonds. Additional obligations may be issued on a parity with the
1996 Bonds, the 1998 Bonds and the Bonds as to the pledge of
all of the following conditions are met: revenues of and the lien on the System ("Parity Bonds") only if
(1) The Net Operating Revenues of the System for the Fiscal
Year immediately preceding the issuance of such additional bonds
must have been equal to at least 1.15 times the highest annual
payable from the Revenues of the System and on the bonds then to
interest and principal requirements on all bonds outstanding
be issued and 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
interest and principal requirements on all bonds outstanding
payable from the Revenues of the System and on the bonds then to
be issued. Should an increase in permanent rates and charges,
including those made to the City, be properly ordered and made
effective during the Fiscal Year immediately prior to the
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.
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0
0
0
(2) The payments required to be made into the funds
enumerated in Section 4 of this Resolution (including the Reserve
Account, but not the Surplus Fund) must have been made in full.
(3) The additional bonds must have principal maturing on
September 1 of each year and interest falling due on March 1 and
September 1 of each year.
(4) The amount on deposit in the Reserve Account must be
applicable upon the issuance of Parity Bonds as defined in
increased to an amount equal to the Reserve Requirement
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.
W. Baird & Co. Incorporated and associates for the purchase price
Section 10. Sale of Bonds. The sale of the Bonds to Robert
of $2,194,948.60 is ratified and confirmed; and the officers of
the City are authorized and directed to do any and all acts
necessary to conclude delivery of the Bonds to said purchaser,
upon receipt of the purchase price, as soon after adoption of
this Resolution as is convenient.
Section 11. Application of Bond Proceeds. All accrued
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
the Reserve Account. The balance of the proceeds, less the
expenses incurred in authorizing, issuing and delivering the
Bonds, shall be deposited into a special fund designated as the
"Sewer System Improvement Fund" (the "Improvement Fund") . Said
special fund shall be adequately secured and shall be used solely
for the purpose of meeting costs of adding to and improving the
balance remaining in said Improvement Fund after paying said System, as more fully described in the preamble hereof. Any
costs shall be transferred by the City Treasurer into the Special
Redemption Fund for use in payment of principal of and interest
on the Bonds.
any of the Bonds, no change or alteration of any kind in the
provisions of this Resolution may be made until all of the Bonds
have been paid in full as to both principal and interest, or
discharged as herein provided, except:
Section 12. Amendment to Resolution. After the issuance of
without the consent of any of the owners of the Bonds, but only
a. The City may, from time to time, amend this Resolution
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to cure any ambiguity, administrative conflict, formal defect, or
omission or procedural inconsistency of this Resolution; and
the written consent of the owners of not less than two-thirds of
the principal amount of the Bonds then outstanding, exclusive of
Bonds held by the City; provided, however, that no amendment
shall permit any change in the pledge of Revenues derived from
the System, or in the maturity of any Bond issued hereunder, or a
reduction in the rate of interest on any Bond, or in the amount
of the principal obligation thereof, or in the amount of the
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.
b. This Resolution may be amended, in any respect, with
Section 13. Defeasance. When all Bonds have been
discharged, all pledges, covenants and other rights granted to
discharge all Bonds due on any date by depositing into a special
the owners thereof by this Resolution shall cease. The City may
account on or before that date a sum sufficient to pay the same
in full; or if any Bonds should not be paid when due, it may
nevertheless be discharged by depositing into a special account a
sum sufficient to pay it in full with interest accrued from the
may also discharge all Bonds called for redemption on any date
due date to the date of such deposit. The City, at its option,
when they are propagable according to their terms, by depositing
pay them in full, with the required redemption premium, if any,
into a special account on or before that date a sum sufficient to
provided that notice of redemption has been duly given as
discharge all Bonds of said issue at any time by irrevocably
required by this Resolution. The City, at its option, may also
depositing in escrow with a suitable bank or trust company a sum
of cash and/or bonds or securities issued or guaranteed as to
principal and interest of the U.S. Government, or of a
commission, board or other instrumentality of the U.S.
Government, maturing on the dates and bearing interest at the
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 propagable to any prior date
the principal amount of each such Bond at maturity, or at the
City's option, if said Bond is propagable, at its earliest
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 propagable
Section 14. Investments and Arbitrase. Monies accumulated
in any of the funds and accounts referred to in Sections 4 and 11
purposes thereof, may be invested in legal investments subject to
hereof which are not immediately needed for the respective
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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
Reserve Account shall be deposited into the Special Redemption
the Reserve Account, any income derived from investment of the
Fund and used to pay principal and interest on the Bonds. A
separate banking account is not required for each of the funds
and accounts established under this Resolution; however, the
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.
An officer of the City, charged with the responsibility for
and circumstances in existence on the date of closing, make such
issuing the Bonds, shall, on the basis of the facts, estimates
certifications as are necessary to permit the conclusion that the
Bonds are not "arbitrage bonds" under Section 148 of the Code or
the Regulations of the Commissioner of Internal Revenue
thereunder.
Section 15. Resolution a Contract. The provisions of this
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
until all of the Bonds have been paid in full as to both
this Resolution may be made, except as provided in Section 12,
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,
to enforce such owner's or owners' rights against the City, the
governing body thereof, and any and all officers and agents
thereof including, but without limitation, the right to require
the City, its governing body and any other authorized body, to
fix and collect rates and charges fully adequate to carry out all
of the provisions and agreements contained in this Resolution.
Book-Entry-Only Svstem. In order to make the Bonds eligible for
the services provided by The Depository Trust Company, New York,
New York ("DTC"), the City agrees to the applicable provisions
set forth in the Blanket Issuer Letter of Representations
previously executed on behalf of the City and on file in the City
Clerk's office.
Section 16. Utilization of The Deuository Trust ComDanv
-14- QBMKE\4469916.1
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
thereof.
interest on any Bond shall be made only to the registered owner
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
to bearer. The City Clerk shall cancel any Bond surrendered for
transfer.
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
necessary to effectuate any such transfer.
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.
The fifteenth day of each calendar month next preceding each
Section 18. ComDliance with Federal Tax Laws. The City
and their ownership, management and use will not cause the Bonds
represents and covenants that the projects financed by the Bonds
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 Bonds 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
certificate of the City certifying that the City can and
responsibility of issuing the Bonds shall provide an appropriate
and Regulations.
covenanting that it will comply with the provisions of the Code
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,
-15- o~n~~\(169976.1
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.
Obliqations. The Bonds are hereby designated as "qualified
Section 19. Designation as Oualified Tax-Exemut
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.
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 15c2-12. 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 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 20. Official Statement. The Common Council hereby
Section 21. Undertakins to Provide Continuinq 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
Securities and Exchange Commission pursuant to the Securities and
Exchange Act of 1934 (the "Rule") to provide continuing
disclosure of certain financial information and operating data
and timely notices of the occurrence of certain events in
by the holders of the Bonds or by the original purchaser of the
accordance with the Rule. This Undertaking shall be enforceable
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 enforcement of the
the provision of this Undertaking shall not be an event of
default with respect to the Bonds).
the responsibility for issuing the Bonds, shall provide a
Continuing Disclosure Certificate for inclusion in the transcript
of proceedings, setting forth the details and terms of the City's
Undertaking.
The City Clerk, or other officer of the City charged with
determines to obtain municipal bond insurance with respect to the
Bonds, the officers of the City are authorized to take all
Mayor and City Clerk are authorized to agree to such additional
actions necessary to obtain such municipal bond insurance. The
Section 22. Bond Insurance. If the purchaser of the Bonds
-16- QBUKE\4469916.1
provisions as the bond insurer may reasonably request and which
are acceptable to the Mayor and City Clerk including provisions
regarding restrictions on investment of Bond proceeds, the
payment procedure under the municipal bond insurance policy, the
rights of the bond insurer in the event of default and payment of
the Bonds by the bond insurer and notices to be given to the bond
bond insurance policy shall be made in the form of Bond provided
insurer. In addition, appropriate reference to the municipal
herein.
Section 23, Pavment of Issuance ExDenSeS. The City
authorizes the purchaser to forward the amount of Bond proceeds
Trust Company, Minneapolis, Minnesota on the closing date for
allocable to the payment of issuance expenses to Resource Bank &
Ehlers and Associates, Inc.
further distribution as directed by the City's financial advisor,
Section 24. Records. The City Clerk shall provide and keep
a separate record book and shall record a full and correct
of authorizing and issuing the Bonds.
statement of every step or proceeding had or taken in the course
-17-
ordinances, resolutions (other than the 1996 Resolution and the
1998 Resolution), 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
between the provisions of this Resolution and the 1996 Resolution
effect from and after its passage. In case of any conflict
or the 1998 Resolution, the terms of the 1996 Resolution or the
Bonds are outstanding.
1998 Resolution shall prevail so long as any 1996 Bonds or 1998
Section 25. Conflictinq Ordinances or Resolutions. All
Adopted, approved and recorded January 11, 2000.
Attest: Mayor David L. De Angelis
/bLk/JK?../1d Citplerk Jean K. Marenda
Upon roll call vote, the following voted Aye:
-
Aldermen Slocomb, Chiaverotti, Patterson, Pionek,
Le DOUX, Salentine, and Sanders
and the following voted No: None
The Mayor thereupon declared the Resolution adopted and
approved.
issue. )
(Here occurred business not pertinent to the revenue bond
Upon motion made and seconded, the meeting was adjourned
-18-
EXHIBIT A
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WAUKESHA
CITY OF MUSKEG0
SEWER SYSTEM REVENUE BONE
Date of
Number Rate Maturity Date Oriqinal Issue Amount CUS I P
R- January 1, 2000 $
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
reqistered assiqns, solely from the fund hereinafter sDecified.
or - the principal sum of -
($ ) on the maturity date specified above together with
DOLLARS
interest thereon from January 1, 2000 or the most recent Davment
date to which interest has been paid, unless the date of
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
on the 1st days of March and September of each year, with the
the rate per annum specified above, such interest being payable
first interest on this issue being payable on September 1, 2000.
"
Bonds maturing in the years 2010 through 2017 are subject to
or from time to time in part on September 1, 2009 or on any day
redemption prior to maturity at the option of the City in whole
of redemption. The amounts and maturities of the Bonds to be
thereafter at the price of par plus accrued interest to the date
principal amount of any maturity is to be redeemed, the Bonds of
redeemed shall be selected by the City. If less than the entire
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
thereof by registered or certified mail at least thirty (30) days
prior to the date fixed for redemption to the registered owner of
books.
each Bond to be redeemed at the address shown on the registration
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
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.
Both principal hereof and interest hereon are hereby made
kept for that purpose at the office of the City Clerk, by the
authorized attorney, upon surrender of this Bond together with a
registered owner in person or by such registered owner's duly
written instrument of transfer (which may be endorsed hereon)
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
tax-exempt obligation" for purposes of Section 265 of the
Internal Revenue Code of 1986, as amended.
This Bond has been designated by the City as a "qualified
This Bond is one of an issue aggregating $2,225,000, issued
for the purpose of paying the costs of improvements to the
municipal sewer system, a public utility, pursuant to Article XI,
Section 3, of the Wisconsin Constitution, Section 66.066,
Wisconsin Statutes, acts supplementary thereto and a Resolution
Authorizing the Issuance and Sale of $2,225,000 Sewer System
adopted January 11, 2000, and entitled: "A Resolution
Revenue Bonds of the City of Muskego, Waukesha County, Wisconsin,
and Providing for the Payment of the Bonds and Other Details With
Respect to the Bonds,'' and is payable only from the income and
which revenues have been set aside and pledged as a special fund
revenues derived from the operation of the City's Sewer System,
Redemption Fund," created by Resolution 58-96 adopted on
for that purpose and identified as "Sewer System Special
January 27, 1998 and further continued by the Resolution referred
February 27, 1996, continued by Resolution No. 15-98 adopted on
a parity with the pledge granted to the owners of the City's
to above. The pledge of revenues with respect to this Bond is on
-2- QBHKE\4469916.1
Sewer System Revenue Bonds, dated March 1, 1996 and Sewer System
Revenue Bonds, dated February 1, 1998. This Bond does not
constitute an indebtedness of the City within the meaning of any
constitutional or statutory debt limitation or provision.
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 Sewer 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.
-3-
IN WITNESS WHEREOF, the City of Muskego, Waukesha County,
Wisconsin, has caused this Bond to be signed by its Mayor and
of the date of original issue specified above.
City Clerk, and its corporate seal to be impressed hereon, all as
(SEAL) CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
BY City Clerk BY Mayor
-4-
ASS I GNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
of Assignee)
(Please print or typewrite name and address, including zip code,
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:
-5- QBMKE\1469976.1
EXHIBIT B
DEBT SERVICE SCHEDULE
(SEE ATTACHED)
Cily 01 MuSkCgo, Wlscosnin
52225,000 Sewer System Revenue Bonds
mm
01/C1/00
oo/o1mo
03101101
owom 1m.ooo
03mmz
09/01/02 1w.ow
03/01103
09/0:/03 1w.00c
03/01/04
09/0?/04 11o.ow
03/01/05
09101105 115,000
03/01 1O6
09101106 125,300
09/01/07 125.000
0301107
09101108 15o.ooo
0301109
09/01/09 150,000
09101110 150.000
OYOlI~O
03/01/11
09101111 150.000
03/01/12
09/01112 150.000
03/01/13
w101113 15o.Ooo
03101114
09/01/14 150.000
0301115
09101115 150.000
03101116
09/01116 150,000
0301117
09/01117 100,000
wo1m
5.00
5.00
5.00
5.03
5.00
5.95
5.10
5:15
5.20
5.25
5.30
5.35
5.45
5.45
5.55
5 65
5.75
78,141.67
58.606.25
58.606.25
56.106.25
56.106.25
53.606.25
53.606.25
51,106.25
51.106.25
48.356.25
48.356.25 -
45.481.25
45,48125
42.325.00
39.137.50
42.325.00
39.137.50
35,275.00
35.275.w
31.375.00
31.375.00
27,43750
27,437.50
23.462.50
23.462.50
19,450.00
19.450.00
15.362.50
15.362.50
11,275.00
11,275.00
7.112.50
7,112.50-
2.875.00
2.875 00
-
-
""
"
". -
-. -
58.606.25
56.106.25
56.106.25
53.606.25
-
-
-
48.356.25 -
45.481.25
19.450.00
15.362.50
15.362.50
11,275.00
". -
-
IQW m
70.14167
50.606.25
158.6C6.25
56.106.25
156.106.25
53.506.25
153.605.25
51.10625
16: ,106.25
48.35625
163,356.25
45.481.25
170.481 25
42.325.00
151.325.00
39.137.50
189.137.50
25275 00
185.275.00
31,375.00
181,375.00
27.437.50
ln.437.50
23,462 50
173.462.50
19.450 00
169,450.00
15.362.50
165,362.50
11.275.00
161.275.00
7.1 12.50
157.112.50
2.875.00
102.875.00
. . .. .
A!lwd
Iplal
?8.14!.67
217,212.50
212.212.50
207.212.50
2:2.212.50
21 1.712.50
215.962.50
209.650.00
7.28.275.00
220.550.00
212.750.00
204.875.00
196,925.00
188.900 00
180,725.00
1n2.550.00
164,225.00
105,750.00
2.225.000 3.439.841.6_7 3.439.841.67
Nolan ' Funds lotallng S
interen and 5
Paymenb due JJ-and I I .
conslsllng of S. capllalhed
accrued inleresl arm available m mob Interns(
.' Bonds mnturlng in - and -are Term Bond. and. therefore, Mandatory
wnh the ".
NOIICes muat be published by lhe Paylng Agent lor esch of lhe mwturiliss noted I
Interest star(: oimvoo
Daied omvoo Bond *oars:
Averaga Life:
Dlacount: 30,051.40 Average bupon:
True Intarest Cost:
Ncl lntnen Cost:
22.623.33
10,16779
536906%
5.53WO%
5.50270'/.
A
(Sewer 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 11, 2000 and called to order at 8:11 P.M.,
Central Time. The following Alderpersons were present:
Slocomb, Chiaverotti, Patterson, Pionek,
Le Doux, Salentine, and Sanders
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
same as well as posting. Copies of the complete agenda were
available for inspection at the City Clerk's office. Anyone
desiring information as to forthcoming meetings should contact
the City Clerk's office.
(Here occurred matters not pertinent to the sewer system
revenue bond issue.)
The City Clerk announced that seven 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
bid and read the following details as to each bid submitted:
$44,500 good faith deposit was provided with respect to each such
SEE ATTACHED
JFIN 11 'EO 11 5BHM EHLERS 8 RS53CIQTES P. 36
BID TABULATION
$2,225,000 Sewer System Revenue Bonds
City of Muskego, Wisconsin
- SALE: January 11.2000
AWARD:
RATING: MBlA Insured (Moody's Investors Services "ha")' BBI: 6.04% -
NAME OF BIDDER RATE YEAR
NET
PRICE INTEREST INTEREST
TRUE
ROBERT w. BAIRD a COMPANY,
Mihvaukee. Wisconsin
Kirlin Securities, Inc.
FIRST UNION SECURITIES, INC.
A.G. EDWARDS B SONS, INC.
Chicago. Illinois
St. Louis, Missouri
U.S. BANCORP PIPER JAFFRAY
Minneapolis. Mlnnesota
INC. 5.00%
5.05%
5.10%
5.15%
5.25%
5.20%
5.35%
5.30%
5.45%
5.55%
5.65%
5.75%
4.90%
5.05%
5.00%
5.10%
5.20%
5.30%
5.40%
5.50%
5.60%
5.55%
5.65%
5.70%
5.15%
2001-2005 $2.194.948.60 $1,244,893.07 5.5300%
2007
2006
2009
2008
201 1
2010
2012
2013-2014
2015
2016
2017
2001-2004 $2,191.625.00 $1,257,945.00 5.5911%
2006
2005
2007
2008
2009
2010
201 1
2012
2013
2014-2015
2016
2017
5.25% 2001-2010 $2,193,812.42 $1,259,437.58 5.6034%
5.30% 201 1
5.40% 2012
5.50% 2013-2014
5.60% 2015
5.65% 2016
5.70% 2017
* MBlA Insurance purchased by Robert W. Baird 8 Company, Inc. "_~ " .. "" " 4lW JFIN 11 'EO EHLERS i ASSOCIaTiS 1!:5R INC
JRN 11 ’OB 11 59HY EHLERS 8 ASSOCIRTES P 4/6
225.000 Sewer System Revenue Bonds
of Muskego, Wisconsin Page 2
NET TRUE
COST RATE NAME OF BIDDER RATE YEAR PRICE INTEREST INTEREST
BERNARD1 SECURITIES, INC
Chicago. Illinois
GRIFFIN. KUEIK. STEPHENS
8 THOMPSON. INC.
Chicago, Illinois
0 MORGAN STANLEY DEAN WllTER
CRONlN 8 CO.. INC.
PAINEWEBEER, INC.
SALOMON SMITH BARNEY
Chicago. Illinois
Minneapolis, Minnesota
Chicago. Illinois
Chicago, Illinois
DAlN RAUSCHER, INC.
Minneapolis. Minnesota
5.125% 2001
5.25% 2003-2007
5.20% 2002
5.30% 2008-2010
5.35% 2011
5.40% 2012
5.50% 2013
5.55% 2014
5.60% 2015
5.80% 2017
5.70% 2016
5.375% 2001-2005
5.40% 20E-2014
5.50% 2015
5.70% 2017
5.60% 2016
5.25% 2001-2010
5.35% 2011
5.40% 2012
5.50% 2013
5.625% 2014
5.70% 2015
5.75% 2016
5.80% 2017
4.50% 2001
4.75% 2002
4.90% 2003
5.10% 2005
5.00% 2004
5.20% 2006
5.30% 2007
5.35% 2008
5.45% 2009
5.60% 2011
5.50% 2010
565% 2012
5.75% 2013
5.95% 2015
5.85% 2014
6.00% 2016-2017
$2,191.646.00
$2,191,680.00
$2,191,625.00
$2.194.088.07
$1,268.429.00
$1,267,138.75
$1,271.866.67
$1,306,396.93
5.6455%
5.6496%
5.6588%
5.7933%