CCR2001229i
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0 The City Clerk read the following resolution:
Resolution No. 229-2001
A RESOLUTION AUTHORIZING THE CITY OF MUSKEG0
TO BORROW THE SUM OF $1,900,000 BY ISSUING
GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2001B PURSUANT TO
SECTION 67.12(12) OF THE WISCONSIN STATUTES
AND AUTHORIZING THE SALE OF THE KOTES
(sometimes hereinafter called the "City") is presently in need of
WHEREAS the City of Muskego, Waukesha County, Wisconsin
the sum of One Million Nine Hundred Thousand Dollars ($1,900,000)
for public purposes, including paying part of the costs of
acquisition of a pumper cruck, rescue equipment, backhoe and
patrol truck and construction of storm water inprovements and
other capital projects; ana
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
issue of $1,900,000 General Obligation Promissory Notes, Series
was that submitted by SunTrust Capital Markets, Inc and
associates;
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the
City of Muskego, Waukesha County, Wisconsin, that:
Section 1. Award. The bid of SunTrust Capital Markets,
and it hereby is accepted and the Mayor and City Clerk are
Inc , and associates, for the purchase price of $1,886,130, be
authorized and directed t.o execute an acceptance of the offer of
deposit of the successful bidder shall be retained by the City
said successful bidder on behalf of the City The good faith
Treasurer until the closing of the note issue, and any good faith
deposits submitted by unsuccessful bidders shall be promptly
returned.
Section 2. The Notes. The Mayor and City Clerk shall make,
behalf of the City. The Notes shall be negotiable, general
execute and deliver the Notes to said purchaser, for and on
obligation promissory notes of the City, registered as to both
principal and interest, in the denomination of Five Thousand
Dollars ($5,000) each, or whole multiples thereof, numbered from
R-l upward and dated December 1, 2001. The Notes shall mature on
June 1 of each of the years and shall bear interest at the rates
per annum as follows:
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Year
2004
2005
2006
2007
2008
2009
2010
2011
Amount
$100,000
175,000
125,000
175,000
250,000
275,000
300,000
500,000
Interest Rate
4.00%
4.00
4 00
4.00
4.00
4.15
4.20
4.30
Said interest shall be payable on June 1 and December 1 of each
year, commencing June 1, 2002. Interest shall be computed upon
the basis of a 360-day year of twelve 30-day months and will be
rounded pursuant to the rules of the Municipal Securities
Rulemaking Board.
subject to call and prior payment at the option of the City in
whole or from time to time in part on June 1, 2008 or any date
of redemption The amounts and maturities of the Notes to be
thereafter at the price of par plus accrued interest to the date
principal amount of any maturity is to be redeemed, the Notes of
redeemed shall be selected by the City If less than the entire
that maturity which are to be redeemed shall be selected by lot
Notes maturing in the years 2009 through 2011 shall be
a substantially the form set forth on Exhibit A.
Section 3. Form of Notes. The Notes shall be in
Section 4. Tax Provisions.
(A) Direct, Annual IrreDealable Tax For the purpose
of paying the principal of and interest on each of said Notes as
the same respectively falls due, the full faith, credit and
taxing powers of the City are hereby irrevocably pledged and
there be and there hereby is levied on all of the taxable
property in the City a direct, annual irrepealable tax in an
be for the following years and in the following minimum amounts:
amount and at the times sufficient for said purpose, such tax to
For the year 2001
For the year 2002
For the year 2003
For the year 2004
For the year 2005
For the year 2006
For the year 2307
For the year 2008
For the year 2009
For the year 2010
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$ 78,512.50
176,512.50
78,512.50
246,012.50
190,012.50
234,012.50
300,512.50
314,806.25
327,800.00
510,750.00
QBMKE\S154166 I
m without Dower to reueal such lew or obstruct the collection of
(B) Tax Collection. The City shall be and continue - . - 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.
(C) Additional Funds. If at any time there shall be on
principal and/or interest payments on said Notes when due, the
hand insufficient funds from the aforesaid tax levy to meet
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.
Section 5. Debt Service Fund and Account.
(A) Creation and Deposits There be and there hereby
is 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 0 service fund. -
established a separate and distinct account designated as the
Promissory Notes, Series 2001B' dated December 1, 2001" (the
"Debt Service Account for $1,900,000 'General Obligation
until the indebtedness evidenced by the Notes is fully paid or
"Debt Service Account") and such account shall be maintained
otherwise extinguished. The City Treasurer shall deposit in such
Debt Service Account (i) all accrued interest received by the
City at the time of delivery of and payment for the Notes; (ii)
principal of and interest on the Notes when due; (iii) such other
the taxes herein levied for the specific purpose of meeting
sums as may be necessary at any time to pay principal of and
interest on the Notes when due; (iv) any premium which may be
received by the City above the par value of the Notes and accrued
interest thereon; (v) surplus monies in the Borrowed Money Fund
as may be required by Sec. 67.11, Wis. Stats.
as specified in Section 6 hereof; and (vi) such further deposits
Within the debt service fund, there be and there hereby is
(B) Use and Investment. No money shall be withdrawn
other than the payment of principal of and interest on the Notes
from the Debt Service Account and appropriated for any purpose
until all such principal and interest has been paid in full and
principal of and interest on the Notes prior to the scheduled
canceled; provided (i) the funds to provide for each payment of
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receipt of taxes from the next succeeding tax collection may be
invested in direct obligations of the United States of America
maturing in time to make such payments when they are due or in
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.
Daid in full and canceled, and all permitted investments disposed
(C) Remaininq Monies. When all of the Notes have been
of, any money remaining in the Debt- Service Account shall be-
deposited in the general fund of the City, unless the Common
Council directs otherwise.
Section 6. Proceeds of the Notes. All monies received by
the City upon the delivery of the Notes to the purchaser thereof,
except for accrued interest and premium, if any, shall be
deposited by the City Treasurer into a special fund (the
distinct from all other funds of the City and shall be used for
"Borrowed Money Fund") which shall be maintained separate and
no purpose other than the purposes for which the Notes are
issued. Monies in the Borrowed Money Fund may be temporarily
invested as provided in Section 66.0603 (lrn) , Wis Stats. Any
monies, including any income from permitted investments,
remaining in the Borrowed Money Fund after the purposes for which
the Notes have been issued have been accomplished, and, at any
time, any monies as are not needed and which obviously thereafter
cannot be needed for such purposes shall be deposited in the Debt
Service Account.
resolution shall be legal investments, but no such investment
shall be made in such a manner as would cause the Notes to be
"arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended (the "Code"), or 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
estimates, circumstances and reasonable expectations in existence
Notes are not "arbitrage bonds," within the meaning of the Code
on the date of closing which will permit the conclusion that the
or Regulations.
Section 7. No Arbitraqe. All investments permitted by this
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
Section 8. Persons Treated as Owners; Transfer of Notes.
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interest on any Note shall be made only to the registered owner
thereof for all purposes and payment of either principal or
thereof. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Note to the extent
of the sum or sums so paid.
by surrender of the Note at the office of the City Clerk, duly
endorsed for the transfer or accompanied by an assignment duly
executed by the registered owner or his attorney duly authorized
in writing. Upon such transfer, the Mayor and City Clerk shall
execute and deliver in the name of the transferee or transferees
a new Note or Notes of a like aggregate principal amount, series
and maturity, and the City Clerk shall record the name of each
transferee in the registration book. No registration shall be
made to bearer. The City Clerk shall cancel any Note surrendered
for transfer.
Any Note may be transferred by the registered owner thereof
The City shall cooperate in any such transfer, and the Mayor
and City Clerk are authorized to execute any new Note or Notes
necessary to effect any such transfer.
interest 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
appear on the registration book of the City at the close of
The fifteenth day of each calendar month next preceding each
business on the corresponding record date.
Section 9. CornDliance with Federal Tax Laws. (a) The City
represents and covenants that the projects financed by the Notes
and their ownership, management and use will not cause the Notes
to be "private activity bonds" within the meaning of Section 141
with the provisions of the Code to the extent necessary to
of the Code The City further covenants that it shall comply
maintain the tax-exempt status of the interest on the Notes
including, if applicable, the rebate requirements of Section
148(f) of the Code. The City further 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 omitting to take such action
would cause any of the Notes to be an arbitrage bond or a private
activity bond within the meaning of the Code or would otherwise
cause interest on the Notes to be included in the gross income of
Clerk or other officer of the City charged with the
the recipients thereof for federal income tax purposes. The City
responsibility of issuing the Notes shall provide an appropriate
certificate of the City certifying that the City can and
covenanting that it will comply with the provisions of the Code
and Regulations.
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the requirements and restrictions of any different or additional
(b) The City also covenants to use its best efforts to meet
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.
Section 10. Desiqnation as Qualified Tax-Exempt
Obliqations. The Notes are hereby designated as "qualified
tax-exempt obligations" for purposes of Section 265 of the
Internal Revenue Code of 1986, as amended, 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.
Book-Entry-Only System. In order to make the Notes eligible for
the services provided by The Depository Trust Company, New York,
New York, 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
off ice.
Section 11. Utilization of The DeDOSitOrV Trust ComDanY
Section 12. Payment of Issuance EXDenSeS. The City
authorizes the purchaser to forward the amount of Note proceeds
allocable to the payment of issuance expenses to U.S. Trust 0 Company, Minneapolis, Minnesota on the closing date for further
distribution as directed by the City's financial advisor, Ehlers
& Associates, Inc.
approves the Official Statement with respect to the Notes
includlng 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
cause copies of the Official Statement and addenda to be
distributed to the purchaser of the Notes.
Section 13. Official Statement. The Common Council hereby
Section 14. Undertakinq to Provide Continuinq Disclosure.
The City covenants and agrees, for the benefit of the holders of
taking") required by SEC Rule 15~2-12 promulgated by the
the Notes, to enter into a written undertaking (the "Under-
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
accordance with the Rule. The Undertaking shall be enforceable 0 -7- QBMKE\5154166.1
the Notes on behalf of such holders (provided that the rights of
by the holders of the Notes or by the original purchaser(s) of
the holders and the purchaser(s) to enforce the Undertaking shall
be limited to a right to obtain specific performance of the
obligations thereunder and any failure by the City to comply with
the provisions of the Undertaking shall not be an event of
default with respect to the Notes).
The City Clerk, or other officer of the City charged with
Continuing Disclosure Certificate for inclusion in the transcript
the responsibility for issuing the Notes, shall provide a
Undertaking.
of proceedings, setting forth the details and terms of the City's
Section 15. Records The City Clerk shall provide and keep
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 these Notes.
Section 16. Bond Insurance. If the purchaser of the Notes
Notes, the officers of the City are authorized to take all
determines to obtain municipal bond insurance with respect to the
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
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
bond insurance policy shall be made in the form of Note provided
insurer In addition, appropriate reference to the municipal
herein
0 payment procedure under the municipal bond insurance policy, the
Section 17. Closinq. The Mayor and City Clerk of the City
are hereby authorized and directed to execute and deliver the
Notes to the purchaser thereof upon receipt of the borrowed
The Mayor and City Clerk may execute the Notes by manual or
funds, accrued interest to date of delivery and premium, if any.
the Notes manually.
facsimile signature, but at least one of said officers shall sign
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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.
Adopted, approved and recorded November 27, 2001.
(SEAL)
Attest:
Alderperson Petfalski moved that Resolution No. 229-20%
adopted. Motion seconded by Alderperson LeDoux and carried
by the following vote:
Ayes: Sanders, Petfalski, Salentine, Slocornb, Wichgers,
LeDoux and Patterson
NOS : None
The Mayor declared the resolution adopted and approved and
open meeting.
the Mayor and City Clerk signed same in the appropriate manner in
(Here occurred business not pertinent to the note issue.)
There being no further business to come before the meeting,
the meeting adjourned.
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EXHIBIT A
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WAUKESHA
CITY OF MUSKEG0
GENERAL OBLIGATION PROMISSORY NOTE, SERIES 2001B
Date of
Number Rate Maturity Date Oriqinal Issue Amount CUSIP
R- % December 1, 2001 $
FOR VALUE RECEIVED, the City of Muskego, Waukesha County,
Wisconsin, promises to pay to , or registered
assigns, the principal amount of
DOLLARS ($
together with interest thereon from December 1, 2001 or the most
recent payment date to which interest has been paid, unless the
date of registration of this Note 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,
payable on June 1 and December 1 of each year, with the first
at the rate per annum specified above, such interest being
interest on this issue being payable on June 1, 2002.
) on the maturity date specified above,
0
Notes of this issue maturing in the years 2009 through 2011
City in whole or from time to time in part on June 1, 2008 or any
shall be subject to call and prior payment at the option of the
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
Notes of that maturity which are to be redeemed shall be selected
entire principal amount of any maturity is to be redeemed, the
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.
payable to the registered owner in lawful money of the United
States of America, and for the prompt payment of this Note with
taxes sufficient for that purpose, the full faith, credit and
interest thereon as aforesaid, and the levying and collection of
resources of the City of Muskego, Wisconsin, are hereby
irrevocably pledged. The principal of this Note shall be payable
only upon presentation and surrender of this Note at the office
of the City Treasurer. Interest hereon shall be payable by check
or draft dated as of the applicable interest payment date and
Both principal hereof and interest hereon are hereby made
OBMKE\5154166.1
whose name this Note is registered at the close of business on
mailed from the office of the City Treasurer to the person in
the fifteenth day of the calendar month next preceding each
interest payment date.
This Note is transferable only upon the books of the City
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
Clerk duly executed by the registered owner or his duly transfer (which may be endorsed hereon) satisfactory to the City
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
on account of the principal or interest hereof and for all other
absolute owner hereof for the purpose of receiving payment of or
purposes. The Notes are issuable solely as negotiable,
fully-registered Notes without coupons in authorized
denominations of $5,000 or any whole multiple thereof.
This Note is issued pursuant to the provisions of Section
paying part of the costs of acquisition of a pumper truck, rescue
67.12(12), Wisconsin Statutes, for public purposes, including
water improvements and other capital projects, and is authorized
equipment, backhoe and patrol truck and construction of storm
by a resolution of the Common Council of the City, duly adopted
November 27, 2001, which resolution is recorded in the official
book of its minutes for said date.
0 by said Common Council at its meeting duly convened on
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
things and acts required by law to exist or to be done prior to
It is hereby certified and recited that all conditions,
and in connection with the issuance of this Note have been done,
have existed and have been performed in due form and time; that
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.
e .2-
IN WITNESS WHEREOF, the Common Council of the City of
Muskego, Waukesha County, Wisconsin, has caused this Note to be
signed on behalf of said City by its duly qualified and acting
Mayor and City Clerk, and its corporate seal to be impressed
hereon, all as of the date of original issue specified above.
( SEAL )
CITY OF MUSKEGO,
WAUKESHA COUNTY, WJSCONSIN
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(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:
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