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CCR2001022(General Obligation Promissory Notes) of Common Council Held February 13, 2001 Excerpts of Minutes of Meeting Muskego, Waukesha County, Wisconsin, was held in open session on February 13, 2001 and called to order by the Mayor at The following Alderpersons were present: A duly-convened meeting of the Common Council of the City of P.M. The following Alderpersons were absent: 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 Muskeqo 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. The Mayor opened the meeting by announcing that this was an (Here occurred matters not pertinent to the note issue.) for the note issue, which had been advertised for bids pursuant The City Clerk announced that bids had been received to the action of the Common Council. The City Clerk indicated that a $45,000 good faith deposit was provided with respect to each such bid and read the following details as to each bid submitted: (See Attached) The City Clerk read the following resolution: Resolution No. &i'-d00/ A RESOLUTION AUTHORIZING THE CITY OF MUSKEGO TO BORROW THE SUM OF $2,250,000 BY ISSUING GENERAL OBLIGATION PROMISSORY NOTES PURSUANT TO SECTION 67.12(12) OF THE WISCONSIN STATUTES AND AUTHORIZING THE SALE OF THE NOTES (sometimes hereinafter called the "City") is presently in need of WHEREAS the City of Muskego, Waukesha County, Wisconsin the sum of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) for public purposes, including paying part of the municipal equipment and refunding obligations of the City, cost of street improvements, public building improvements and including interest on them; and WHEREAS the Common Council deems it necessary and in the best interest of the City that the monies needed for such purposes be borrowed by issuing general obligation promissory notes pursuant to the provisions of Section 67.12(12), Wis. Stats., upon the terms and conditions hereinafter provided; and WHEREAS the City has duly received bids for its proposed 0 issue of $2,250,000 General Obligation Promissory Notes (the "Notes") ; and WHEREAS it has been determined that the best bid received was that submitted by and associates; City of Muskego, Waukesha County, Wisconsin, that: NOW, THEREFORE, BE IT RESOLVED by the Common Council of the associates, for the purchase price of $ , be and it hereby is accepted and the Mayor and City Clerk are authorized and directed to execute an acceptance of the offer of said successful bidder on behalf of the City. The good faith deposit until the closing of the note issue, and any good faith deposits of the successful bidder shall be retained by the City Treasurer submitted by unsuccessful bidders shall be promptly returned. Section 1. Award. The bid of , and make, execute and deliver the Notes to said purchaser, for and on behalf of the City. The Notes shall be negotiable, general principal and interest, in the denomination of Five Thousand obligation promissory notes of the City, registered as to both Dollars ($5,000) each, or whole multiples thereof, numbered from R-1 upward and dated March 1, 2001. The Notes shall mature on March 1 of each of the years and shall bear interest at the rates Der annum as follows: Section 2. The Notes, The Mayor and City Clerk shall 0 -2- QBUKE\4690010.1 Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 Amount $200,000 225,000 200,000 200,000 275,000 250,000 300,000 300,000 300,000 Interest Rate % year, commencing September 1, 2001. Interest shall be computed Said interest shall be payable on March 1 and September 1 of each 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. subject to call and prior payment at the option of the City in Notes maturing in the years 2008 through 2010 shall be whole or from time to time in part on March 1, 2007 or any date of redemption. The amounts and maturities of the Notes to be thereafter at the price of par plus accrued interest to the date redeemed shall be selected by the City. If less than the entire principal amount of any maturity is to be redeemed, the Notes of that maturity which are to be redeemed shall be selected by lot. 0 substantially the form set forth on Exhibit A. Section 3. Form of Notes. The Notes shall be in Section 4. Tax Provisions (A) Direct, Annual Irrepealable Tax. For the purpose of paying the principal of and interest on each of said Notes as the same respectively falls due, the full faith, credit and taxing powers of the City are hereby irrevocably pledged and there be and there hereby is levied on all of the taxable property in the City a direct, annual irrepealable tax in an amount and at the times sufficient for said purpose, such tax to be for the following years and in the following minimum amounts: For the year 2001 $ For the year 2002 For the year 2003 For the year 2004 For the year 2005 For the year 2006 For the year 2007 For the year 2008 For the year 2009 I. -3- (B) Tax Collection. The City shall be and continue without power to repeal such levy or obstruct the collection of said tax until all such payments have been made or provided for. After the issuance of the Notes, said tax shall be, from year to year, carried into the tax rolls of the City and collected as other taxes are collected, provided that the amount of tax carried into said tax rolls may be reduced in any year by the amount of any surplus money in the Debt Service Account created in Section 5 (A) hereof. on hand insufficient funds from the aforesaid tax levv to meet (C) Additional Funds. If at any time there shall be principal and/or interest payments on said Notes when'due, the requisite amounts shall be paid from other funds of the City then available, which sums shall be replaced upon the collection of the taxes herein levied. ~~~ ~~~~~~~ ~ ~ (D) ADDroDriation. There be and there hereby is appropriated from taxes levied in anticipation of the issuance of hand a sum sufficient to be deposited in the Debt Service Account the Notes, proceeds of the Notes or other funds of the City on to meet payments with respect to debt service due on September 1, 2001, which sum may be returned to the general fund upon collection of the taxes herein levied for the year 2001. Section 5. Debt Service Fund and Account. 0 (A) Creation and DeDOSitS. There be and there hereby 1s established in the treasury of the City, if one has not already been created, a debt service fund, separate and distinct from every other fund, which shall be maintained in accordance with generally accepted accounting principles. Sinking funds established for obligations previously issued by the City may be considered as separate and distinct accounts within the debt service fund. Within the debt service fund, there be and there hereby is established a separate and distinct account designated as the "Debt Service Account for $2,250,000 'General Obligation Account") and such account shall be maintained until the Promissory Notes' dated March 1, 2001" (the "Debt Service indebtedness evidenced by the Notes is fully paid or otherwise extinguished. The City Treasurer shall deposit in such Debt Service Account (i) all accrued interest received by the City at herein levied for the specific purpose of meeting principal of the time of delivery of and payment for the Notes; (ii) the taxes and interest on the Notes when due; (iii) such other sums as may be necessary at any time to pay principal of and interest on the Notes when due; (iv) any premium which may be received by the City above the par value of the Notes and accrued interest -4 - a thereon; (v) surplus monies in the Borrowed Money Fund as specified in Section 6 hereof; and (vi) such further deposits as may be required by Sec. 67.11, Wis. Stats. (B) Use and Investment. No money shall be withdrawn from the Debt Service Account and appropriated for any purpose until all such principal and interest has been paid in full and other than the payment of principal of and interest on the Notes canceled; provided (i) the funds to provide for each payment of principal of and interest on the Notes prior to the scheduled receipt of taxes from the next succeeding tax collection may be maturing in time to make such payments when they are due or in invested in direct obligations of the United States of America other investments permitted by law; and (ii) any funds over and above the amount of such principal and interest payments on the Notes may be used to reduce the next succeeding tax levy, or may, at the option of the City, be invested by purchasing the Notes as permitted by and subject to Section 67.11(2) (a), Wis. Stats., in interest-bearing obligations of the United States of America, in other obligations of the City or in other investments permitted by law, which investments shall continue to be a part of the Debt Service Account. paid in full and canceled, and all permitted investments disposed (C) Remainins Monies. When all of the Notes have been deposited in the general fund of the City, unless the Common of, any money remaining in the Debt Service Account shall be Council directs otherwise. e Section 6. Proceeds of the Notes. All monies received by except for accrued interest and premium, if any, shall be the City upon the delivery of the Notes to the purchaser thereof, deposited by the City Treasurer into a special fund (the "Borrowed Money Fund") which shall be maintained separate and distinct from all other funds of the City and shall be used for no purpose other than the purposes for which the Notes are issued. Monies in the Borrowed Money Fund may be temporarily monies, including any income from permitted investments, invested as provided in Section 66.0603(1m), Wis. Stats. Any remaining in the Borrowed Money Fund after the purposes for which the Notes have been issued have been accomplished, and, at any time, any monies as are not needed and which obviously thereafter cannot be needed for such purposes shall be deposited in the Debt Service Account. resolution shall be legal investments, but no such investment shall be made in such a manner as would cause the Notes to be Internal Revenue Code of 1986, as amended (the "Code"), or the "arbitrage bonds" within the meaning of Section 148 of the Regulations of the Commissioner of Internal Revenue thereunder responsibility for issuing the Notes, shall certify as to facts, (the "Regulations"); and an officer of the City, charged with the Section 7. No Arbitraqe. All investments permitted by this 0 -5- QBHKE\4690010.1 on the date of closing which will permit the conclusion that the estimates, circumstances and reasonable expectations in existence Notes are not "arbitrage bonds," within the meaning of the Code or Regulations. The City Clerk shall keep books for the registration and for the transfer of the Notes. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of either principal or thereof. All such payments shall be valid and effectual to interest on any Note shall be made only to the registered owner satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 8. Persons Treated as Owners; Transfer of Notes. Any Note may be transferred by the registered owner thereof by surrender of the Note at the office of the City Clerk, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, the Mayor and City Clerk shall execute and deliver in the name of the transferee or transferees a new Note or Notes of a like aggregate principal amount, series and maturity, and the City Clerk shall record the name of each made to bearer. The City Clerk shall cancel any Note surrendered transferee in the registration book. No registration shall be for transfer. 0 and City Clerk are authorized to execute any new Note or Notes necessary to effect any such transfer. The City shall cooperate in any such transfer, and the Mayor The fifteenth day of each calendar month next preceding each interest payment date shall be the record dates for the Notes. Payment of interest on the Notes on any interest payment date shall be made to the registered owners of the Notes as they business on the corresponding record date. appear on the registration book of the City at the close of Section 9. ComDliance with Federal Tax Laws. (a) The City represents and covenants that the projects financed by the Notes and the Refunded Obligations (defined in Section 12 below) and their ownership, management and use will not cause the Notes or the Refunded Obligations to be "private activity bonds" within the meaning of Section 141 of the Code. The City further covenants that it shall comply with the provisions of the Code to the extent necessary to maintain the tax-exempt status of the requirements of Section 148(f) the Code. The City further interest on the Notes, including, if applicable, the rebate covenants that it will not take any action, omit to take any action or permit the taking or omission of any action within its control (including, without limitation, making or permitting any use of the proceeds of the Notes) if taking, permitting or -6- QBMKE\4690010.1 an arbitrage bond or a private activity bond within the meaning omitting to take such action would cause any of the Notes to be of the Code or would otherwise cause interest on the Notes to be included in the gross income of the recipients thereof for federal income tax purposes. The City Clerk or other officer of the City charged with the responsibility of issuing the Notes shall provide an appropriate certificate of the City certifying that the City can and covenanting that it will comply with the provisions of the Code and Regulations. the requirements and restrictions of any different or additional federal legislation which may be made applicable to the Notes provided that in meeting such requirements the City will do so only to the extent consistent with the proceedings authorizing the Notes and the laws of Wisconsin, and to the extent that there is a reasonable period of time in which to comply. (b) The City also covenants to use its best efforts to meet The City acknowledges that, in the event of an examination by the Internal Revenue Service (the "Service") of the exemption will be treated as the "taxpayer" in such examination and agrees from federal income taxation for interest paid on the Notes, it that it will respond in a commercially reasonable manner to any inquiries from the Service in connection with such an examination Oblisations. The Notes are hereby designated as "qualified Section 10. Desisnation as Oualified Tax-Exempt tax-exempt obligations" for purposes of Section 265 of the ability of financial institutions to deduct from income for Internal Revenue Code of 1986, as amended, relating to the federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. Section 11. Utilization of The DeDOSitOrv Trust Companv Book-Entry-Only Svstem. In order to make the Notes eligible for New York, the City agrees to the applicable provisions set forth the services provided by The Depository Trust Company, New York, in the Blanket Issuer Letter of Representations previously executed on behalf of the City and on file in the City Clerk's office. Section 12. Redemption of Refunded Obliqations. The City May 5, 1994 (the "1994 Notes"). The 1994 Notes maturing in the has outstanding its General Obligation Promissory Notes, dated years 2002 and 2003 (the "Refunded Obligations") are called for prior payment on May 1, 2001 at the price of par plus accrued interest to the date of redemption. Refunded Obliqations to be redeemed to be aiven bv mailina a The City Clerk shall cause timely notice of the call of the notice thereof, in substantially the form attache2 heretoaa& -1- PBMKE\4690010.1 March 31, 2001, to the registered owner of each Refunded Exhibit B, by registered or certified mail no later than Obligation to be redeemed at the address shown on the registration books. In addition to the official notice of redemption provided notice of the redemption of the Refunded Obligations to be given for in the paragraph above, the City Clerk shall cause further on behalf of the City to The Bond Buver, to all registered amounts of obligations of types such as the Refunded Obligations securities depositories in the business of holding substantial (such depositories being Depository Trust Company of New York, New York) 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 shall be delivery and shall contain the information set forth in the sent by registered or certified mail or overnight express official notice of redemption provided on Exhibit B. authorizes the purchaser to forward the amount of Note proceeds Section 13. Payment of Issuance Exuenses. The City allocable to the payment of issuance expenses to Resource Bank & Trust Company, Minneapolis, Minnesota on the closing date for further distribution as directed by the City's financial advisor, Ehlers and Associates, Inc. a.. approves the Official Statement with respect to the Notes Section 14. Official Statement. The Common Council hereby lncludlng addenda submitted at this meeting and deems the Official Statement and addenda as "final" for purposes of SEC Rule 15~2-12. All actions taken by officers of the City in addenda are hereby ratified and approved. In connection with the connection with the preparation of such Official Statement and closing for the Notes, the appropriate City official shall certify the Official Statement and addenda. The City Clerk shall distributed to the purchaser of the Notes. cause copies of the Official Statement and addenda to be Section 15. Undertakinq to Provide Continuins Disclosure. The City covenants and agrees, for the benefit of the holders of the Notes, to enter into a written undertaking (the "Under- taking") 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. The Undertaking shall be enforceable by the holders of the Notes or by the original purchaser(s) of the Notes on behalf of such holders (provided that the rights of the holders and the purchaser(s) to enforce the Undertaking shall be limited to a right to obtain specific performance of the -8- the provisions of the Undertaking shall not be an event of obligations thereunder and any failure by the City to comply with default with respect to the Notes). the responsibility for issuing the Notes, shall provide a Continuing Disclosure Certificate for inclusion in the transcript Undertaking. of proceedings, setting forth the details and terms of the City’s The City Clerk, or other officer of the City charged with Section 16. Records. The City Clerk shall provide and keep a separate record book and shall record a full and correct of authorizing and issuing these Notes. statement of every step or proceeding had or taken in the course determines to obtain municipal bond insurance with respect to the Notes, the officers of the City are authorized to take all actions necessary to obtain such municipal bond insurance. The Mayor and City Clerk are authorized to agree to such additional 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 Note 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 Notes by the bond insurer and notices to be given to the bond insurer. In addition, appropriate reference to the municipal herein. Section 17. Bond Insurance. If the purchaser of the Notes bond insurance policy shall be made in the form of Note provided Section 18. Closing. The Mayor and City Clerk of the City Notes to the purchaser thereof upon receipt of the borrowed are hereby authorized and directed to execute and deliver the The Mayor and City Clerk may execute the Notes by manual or funds, accrued interest to date of delivery and premium, if any. facsimile signature, but at least one of said officers shall sign the Notes manually. -9- QBMKE\4690010.1 to take all steps necessary or convenient to close this issue as The officers of the City are hereby directed and authorized soon as practicable hereafter, in accordance with the terms of directed to execute and deliver such documents, certificates and sale thereof; and said officers are hereby authorized and acknowledgments as may be necessary or convenient in accordance therewith. I Adopted, approved and recorded February 13, 2001. (SEAL) Attest: Mayor City Clerk Alderperson moved that Resolution No. be by the following vote: adopted. Motion seconded by Alderperson and carried a Ayes : NOS : the Mayor and City Clerk signed same in the appropriate manner in open meeting. The Mayor declared the resolution adopted and approved and (Here occurred business not pertinent to the note issue.) There being no further business to come before the meeting, the meeting adjourned. City Clerk -10- EXHIBIT A UNITED STATES OF AMERICA COUNTY OF WAUKESHA STATE OF WISCONSIN CITY OF MUSKEGO GENERAL OBLIGATION PROMISSORY NOTE Date of Number && Maturitv Date Orisinal Issue Amount CUSIP R- % March 1, 2001 $ FOR VALUE RECEIVED, the City of Muskego, Waukesha County, Wisconsin, promises to pay to , or registered DOLLARS ($ assigns, the principal amount of together with interest thereon from March 1, 2001 or the most date of registration of this Note is after the 15th day of the recent payment date to which interest has been paid, unless the which case interest will be paid from such interest payment date, calendar month immediately preceding an interest payment date, in at the rate per annum specified above, such interest being payable on March 1 and September 1 of each year, with the first interest on this issue being payable on September 1, 2001. ) on the maturity date specified above, e Notes of this issue maturing in the years 2008 through 2010 City in whole or from time to time in part on March 1, 2007 or shall be subject to call and prior payment at the option of the any date thereafter at the price of par plus accrued interest to the date of redemption. The amounts and maturities of the Notes to be redeemed shall be selected by the City. If less than the entire principal amount of any maturity is to be redeemed, the Notes of that maturity which are to be redeemed shall be selected by lot. Notice of such call shall be given by mailing 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 each Note to be redeemed at the address shown on the registration books. Both principal hereof and interest hereon are hereby made payable to the registered owner in lawful money of the United States of America, and for the prompt payment of this Note with interest thereon as aforesaid, and the levying and collection of taxes sufficient for that purpose, the full faith, credit and resources of the City of Muskego, Wisconsin, are hereby only upon presentation and surrender of this Note at the office irrevocably pledged. The principal of this Note shall be payable of the City Treasurer. Interest hereon shall be payable by check or draft dated as of the applicable interest payment date and mailed from the office of the City Treasurer to the person in whose name this Note 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 his duly authorized attorney, upon surrender of this Note together with a written instrument of transfer (which may be endorsed hereon) satisfactory to the City Clerk duly executed by the registered owner or his duly authorized attorney. Thereupon a new Note or Notes of the same aggregate principal amount, series and maturity shall be issued to the transferee in exchange therefor. The City may deem and treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal or interest hereof and for all other purposes. The Notes are issuable solely as negotiable, denominations of $5,000 or any whole multiple thereof. fully-registered Notes without coupons in authorized This Note is transferable only upon the books of the City This Note is issued pursuant to the provisions of Section 67.12(12), Wisconsin Statutes, for public purposes, including paying part of the cost of street improvements, public building improvements and municipal equipment and refunding obligations of resolution of the Common Council of the City, duly adopted by the City, including interest on them, and is authorized by a said Common Council at its meeting duly convened on February 13, 2001, which resolution is recorded in the official book of its minutes for said date. 0 tax-exempt obligation" for purposes of Section 265 of the Internal Revenue Code of 1986, as amended. This Note has been designated by the City as a "qualified It is hereby certified and recited that all conditions, and in connection with the issuance of this Note have been done, things and acts required by law to exist or to be done prior to have existed and have been performed in due form and time; that others authorized simultaneously herewith, does not exceed any the aggregate indebtedness of the City, including this Note and Wisconsin; and that the City has levied a direct, annual limitation imposed by law or the Constitution of the State of irrepealable tax sufficient to pay this Note, together with interest thereon when and as payable. No delay or omission on the part of the owner hereof to exercise any right hereunder shall impair such right or be considered as a waiver thereof or as a waiver of or acquiescence in any default hereunder. -2- QBHKE\4690010.1 IN WITNESS WHEREOF, the Common Council of the City of Mayor and City Clerk, and its corporate seal to be impressed signed on behalf of said City by its duly qualified and acting hereon, all as of the date of original issue specified above. I Muskego, Waukesha County, Wisconsin, has caused this Note to be I (SEAL) CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN BY City Clerk BY Mayor t 0 -3- L I 0 (Form of Assignment) 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 Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Note 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 particular, without alteration face of the within Note in every or enlargement or any change whatever. Signature (s) guaranteed by: -4 - . I e EXHIBIT B I 20- 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 - May 5, 1994 Notice is hereby given that the Notes of the above-described issue which mature on the dates and bear interest at the rates set forth below, have been called for prior payment on May 1, 2001 at the price of par plus accrued interest to the redemption date. Maturity Interest Date Rate CUSIP No. 627636KH5 5.10 627636KJ1 5/01/02 5.00% 5/01/03 The Notes to be redeemed should be presented for payment at Muskego, Wisconsin 53150. The City will deposit federal or other the office of the City Treasurer, W182 58200 Racine Avenue, immediately available funds sufficient for such redemption at the office of The Depository Trust Company on or before May 1, 2001. Such Notes will cease to bear interest on May 1, 2001. BY ORDER OF THE COMMON COUNCIL CITY OF MUSKEGO City Clerk-Treasurer cc: Moody's Municipal & Government Information Service Xcitek The Bond Buyer