CCR2003002 (2).
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Resoluhol'\ No. DO~- .:wo3
(General Obligation Corporate Purpose Bonds,
Series 2003)
Excerpts of Minutes of Open Meeting of the
Common Council of the City of Muskego
A duly-convened
of Muskego, Waukesha
on January 14, 2003,
P.M., Central Time.
meeting of the Common Council of the City
County, Wisconsin, was held in open session
and called to order by the Mayor at
The following Alderpersons were present:
The following Alderpersons were absent:
The Mayor opened the meeting by announcing that this was an
open meeting of the Common Council. Notice of this meeting was
given to the public at least 24 hours in advance of the meeting
by forwarding the complete agenda to the official City
newspaper, the Muskego 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 business not pertinent to the bond
authorization. )
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The following resolution was moved by Alderperson
and seconded by Alderperson , and upon
roll call vote, duly adopted by a vote of to
Resolution No. 002-2003
RESOLUTION AUTHORIZING THE SALE OF $4,100,000
GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2003
WHEREAS the City of Muskego, Waukesha County, Wisconsin
(the "City") has duly received bids for its proposed issue of
$4,100,000 General Obligation Corporate Purpose Bonds, Series
2003 (the "Bonds") as described on the bid tabulation attached
hereto as Exhibit A and incorporated herein by this reference;
and
WHEREAS it has been determined that the best bid received
was that submitted by the bidder (the "Purchaser") whose bid is
attached hereto as Exhibit B and incorporated herein by this
reference (the "Proposal");
NOW, THEREFORE, BE IT RESOLVED that:
Section 1. Award. The bid of the Purchaser for the
purchase price set forth in the Proposal be and it hereby is
accepted and the Mayor and City Clerk are authorized and
directed to execute an acceptance of the offer of said
successful bidder on behalf of the City. The good faith deposit'
of the Purchaser shall be retained by the City Treasurer until
the closing of the bond issue, and any good faith deposits
submitted by unsuccessful bidders shall be promptly returned.
Section 2. The Bonds. The Mayor and City Clerk shall
make, execute and deliver the Bonds to the Purchaser, for and on
behalf of the City. The Bonds shall be negotiable, general
obligation bonds 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 February 1, 2003. The Bonds shall bear
interest at the rates per annum set forth in the Proposal and
shall mature on December 1 of each year, in the years and
principal amounts set forth in the debt service schedule
attached hereto as Exhibit C and incorporated herein by this
reference (the "Schedule").
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Interest on the Bonds shall be payable on June 1 and
December 1 of each year, commencing June 1, 2003. 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.
Bonds maturing in the years 2011 through 2020 shall be
subject to call and prior payment at the option of the City in
whole or from time to time in part on December 1, 2010 or on any
date thereafter at the price of par plus accrued interest to the
date of redemption. The amounts and maturities of the Bonds to
be redeemed shall be selected by the City. If less than the
entire principal amount of any maturity is to be redeemed, the
Bonds of that maturity which are to be redeemed shall be
selected by lot.
Section 3. Form of Bonds. The Bonds shall be in
substantially the form attached hereto as Exhibit D and
incorporated herein by this reference.
Section 4. Tax Provisions.
(A) Direct Annual Irrepealable Tax. For the purpose
of paying the principal of and interest on the Bonds as the same
become due, the full faith, credit and resources of the City are
hereby irrevocably pledged and there be and there hereby is
levied on all the taxable property in the City a direct, annual,
irrepealable tax in the years 2003 through 2019 for payment of
principal of and interest on the Bonds in the years 2003 through
2020 in the amounts set forth in the Schedule. The amount of
tax levied for the year 2003 shall be the total amount of debt
service due on the Bonds in the years 2003 and 2004; provided
that the amount of such tax carried onto the tax rolls shall be
abated by any amounts appropriated pursuant to subsection (D)
below which are applied to payment of principal of or interest
on the Bonds in the year 2003.
(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 Bonds, 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.
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(C) Additional Funds. If in any year there shall be
insufficient funds from the tax levy to pay the principal of or
interest on the Bonds when due, the said principal or interest
shall be paid from other funds of the City on hand, said amounts
to be returned when said taxes have been collected.
(D) Appropriation. There be and there
appropriated from proceeds of the Bonds or other
City on hand a sum sufficient to be deposited in
Service Account to meet payments with respect to
due on June 1, 2003 and December 1, 2003.
hereby is
funds of the
the Debt
debt service
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
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 $4,100,000 'General Obligation
Corporate Purpose Bonds, Series 2003' dated February 1, 2003"
(the "Debt Service Account") and said Account shall be
maintained until the indebtedness evidenced by the Bonds 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 the time of delivery of and payment for
the Bonds; (ii) the taxes herein levied for the specific purpose
of meeting principal of and interest on the Bonds when due;
(iii) such other sums as may be necessary at any time to pay
principal of and interest on the Bonds when due; (iv) any
premium which may be received by the City over and above the par
value of the Bonds and accrued interest thereon; (v) surplus
monies in the Borrowed Money Fund as specified in Section 6
hereof; and (vi) such further deposits as may be required by
Sec. 67.11, Wis. Stats.
(B) Use and Investment. No money shall be withdrawn
from the Debt Service Account and appropriated for any purpose
other than the payment of principal of and interest on the Bonds
until all such principal and interest has been paid in full and
canceled; provided (i) the funds to provide for each payment of
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principal of and interest on the Bonds prior to the scheduled
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
Bonds may be used to reduce the next succeeding tax levy, or
may, at the option of the City, be invested by purchasing the
Bonds 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.
(C) Remaining Monies. When all of the Bonds have been
paid in full and canceled, and all permitted investments
disposed 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. Borrowed Money Fund. All monies received by
the City upon the delivery of the Bonds to the purchaser thereof
except for accrued interest and premium, if any, shall be
deposited by the City Treasurer into a Borrowed Money Fund and
such fund 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 Bonds are issued. Monies in the
Borrowed Money Fund may be temporarily invested as provided in
Section 66.0603(lm), wis. Stats. Any monies, including any
income from permitted investments, remaining in the Borrowed
Money Fund after the purposes for which the Bonds 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.
Section 7. No Arbitrage. All investments permitted by
this resolution shall be legal investments, but no such
investment shall be made in such a manner as would cause the
Bonds 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 (the "Regulations"); and an officer of the City,
charged with the responsibility for issuing the Bonds, shall
certify as to facts, estimates, circumstances and reasonable
expectations in existence on the date of closing which will
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. permit the conclusion that the Bonds are not "arbitrage bonds,"
within the meaning of said Code or Regulations.
Section 8. Persons Treated as Owners; Transfer of Bonds.
The City Clerk shall keep books for the registration and for the
transfer of the Bonds. The person in whose name any Bond shall
be registered shall be deemed and regarded as the absolute owner
thereof for all purposes and payment of either principal or
interest on any Bond shall be made only to the registered owner
thereof. 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.
.
Any Bond may be transferred by the registered owner thereof
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 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 Bond or Bonds 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 Bond
surrendered for transfer.
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 effect any such transfer.
The fifteenth day of each calendar month next preceding
each interest payment date shall be the record dates for the
Bonds. Payment of interest on the Bonds on any interest payment
date shall be made to the registered owners of the Bonds as they
appear on the registration book of the City at the close of
business on the corresponding record date.
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Section 9. Compliance with Federal Tax Laws. (a) The
City represents and covenants that the projects financed by the
Bonds and their ownership, management and use will not cause the
Bonds 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 interest on
the Bonds 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,
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without limitation, making or permitting any use of the proceeds
of the Bonds) if taking, permitting or omitting to take such
action would cause any of the Bonds to be an arbitrage bond or a
private activity bond within the meaning of the Code or would
otherwise cause interest on the Bonds 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 Bonds shall provide an
appropriate certificate of the City certifying that the City can
and covenanting that it will comply with the provisions of the
Code and Regulations.
(b) The City also covenants to use its best efforts to
meet the requirements and restrictions of any different or
additional federal legislation which may be made applicable to
the Bonds provided that in meeting such requirements the City
will do so only to the extent consistent with the proceedings
authorizing the Bonds and the laws of Wisconsin, and to the
extent that there is a reasonable period of time in which to
comply.
Section 10. Designation as Qualified Tax-Exempt
Obligations. The Bonds are hereby designated as "qualified
tax-exempt obligations" for purposes of Section 265 of the Code
relating to the ability of financial institutions to deduct from
income for federal income tax purposes, interest expense that is
allocable to carrying and acquiring tax-exempt obligations.
Section 11. Utilization of The Depository Trust Company
Book-Entry-Only System. In order to make the Bonds 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
office. '
Section 12. Payment of Issuance Expenses. The City
authorizes the Purchaser to forward the amount of Bond proceeds
allocable to the payment of issuance expenses to U.S. Trust
Company, Minneapolis, Minnesota on the closing date for further
distribution as directed by the City's financial advisor, Ehlers
& Associates, Inc.
Section 13. Official Statement. The Cornmon Council hereby
approves the Preliminary Official Statement with respect to the
Bonds and deems the Preliminary Official Statement as "final"
for purposes of SEC Rule 15c2-12. All actions taken by officers
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of the City in connection with the preparation of such
Preliminary Official Statement and addenda to it are hereby
ratified and approved. In connection with the closing for the
Bonds, the appropriate City official shall certify the
Preliminary Official Statement and addenda. The City Clerk
shall cause copies of the Preliminary Official Statement and
addenda to be distributed to the purchaser of the Bonds.
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Section 14. Undertaking to Provide Continuing Disclosure.
The City covenants and agrees, for the benefit of the holders of
the Bonds, to enter into a written undertaking (the
"Undertaking") required by SEC Rule 15c2-12 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
accordance with the Rule. The Undertaking shall be enforceable
by the holders of the Bonds or by the original purchaser(s) of
the Bonds 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 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 Bonds).
The City Clerk, or other officer of the City charged with
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.
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 Bonds.
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Section 16. Bond Insurance. If the purchaser of the Bonds
determines to obtain municipal bond insurance with respect to
the Bonds, 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 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
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bond insurer. In addition, appropriate reference to the
municipal bond insurance policy shall be made in the form of
Bond provided herein.
Section 17. Closing. The Mayor and City Clerk are hereby
authorized and directed to execute and deliver the Bonds to the
purchaser thereof upon receipt of the purchase price. The Mayor
and City Clerk may execute the Bonds by manual or facsimile
signature, but at least one of said officers shall sign the
Bonds manually.
The officers of the City hereby are directed and authorized
to take all necessary steps to close the bond issue as soon as
practicable hereafter, in accordance with the terms of sale
thereof, and said officers are hereby authorized and directed to
execute and deliver such documents, certificates and
acknowledgments as may be necessary or convenient in accordance
therewith.
Adopted and approved January 14, 2003.
Mayor
City Clerk
The Mayor thereupon declared the Resolution adopted and
approved.
(Here occurred business not pertinent to the bond issue.)
Upon motion made and seconded, the meeting was adjourned.
Dated January 14, 2003
City Clerk
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EXHIBIT A
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BID TABULATION
(SEE ATTACHED)
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. EXHIBIT B
PURCHASE PROPOSAL
(SEE ATTACHED)
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EXHIBIT C
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DEBT SERVICE SCHEDULE AND IRREPEALABLE TAX LEVIES
(SEE ATTACHED)
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EXHIBIT D
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WAUKESHA
CITY OF MUSKEGO
GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2003
Number
Date of
Original Issue Maturity Date Rate Amount CUSIP
R- February 1, 2003 $
KNOW ALL MEN BY THESE PRESENTS: That the City of Muskego,
Waukesha County, Wisconsin (the "City"), hereby acknowledges
itself to owe and for value received promises to pay to
, or registered assigns, the principal
amount of
DOLLARS ($ ) on the maturity date specified above,
together with interest thereon from February 1, 2003 or the most
recent payment 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 the rate per annum specified above, such interest being
payable on June 1 and December 1 of each year, with the first
interest on this issue being payable on June 1, 2003. For the
prompt payment of this Bond with interest hereon as aforesaid,
the full faith, credit and resources of the City have been and
are hereby irrevocably pledged.
Bonds of this issue maturing in the years 2011 through 2020
shall be subject to call and prior payment at the option of the
City in whole or from time to time in part on December 1, 2010
or on any date thereafter, at the price of par plus accrued
interest to the date of redemption. The amounts and maturities
of the Bonds to be redeemed shall be selected by the City. If
less than the entire principal amount of any maturity is to be
redeemed, the Bonds of that maturity which are to be redeemed
shall be selected by lot. Notice of such call shall be given by
the mailing of a notice thereof by registered or certified mail
at least thirty (30) days prior to the date fixed for redemption
to the registered owner of each Bond to be redeemed at the
address shown on the registration books.
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Both principal hereof and interest hereon are hereby made
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 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 Bond is registered at the close of business
on the fifteenth day of the calendar month next preceding each
interest payment date.
This Bond 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 Bond 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 Bond or Bonds 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 Bond 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 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 one of an issue aggregating $4,100,000, each
of which is of like original issue date and tenor except as to
numbers, interest rates, redemption privilege and maturities,
issued for the following public purposes: $2,085,000 to finance
street improvement projects; $950,000 to finance sewerage
projects, consisting of storm sewer improvements; and $1,065,000
to finance improvements to parks and public grounds, pursuant to
initial resolutions duly adopted by the Common Council and in
full conformity with the Constitution and laws of the State of
Wisconsin thereunto enabling.
This Bond has been designated by the City as a "qualified
tax-exempt obligation" for purposes of Section 265 of the
Internal Revenue Code of 1986, as amended.
It is hereby recited and certified that all
conditions and things required by law to be done
and in the issuance of this Bond have been done,
and have been performed in regular and due form,
acts,
precedent to
have happened
time and
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manner; that a direct, annual irrepealable tax has been levied
by the City sufficient in times and amounts to pay the interest
on this Bond when it falls due and also to pay and discharge the
principal hereof at maturity; and that this Bond, together with
all other existing indebtedness of the City, does not exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Muskego, Waukesha County,
Wisconsin has caused this Bond to be executed in its behalf 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, WISCONSIN
By
City Clerk
By
Mayor
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(Form of Assignment)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
(Please print or typewrite name and address, including zip code,
of Assignee)
please insert Social Security or other
identifying number of Assignee
the within Bond, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to transfer said Bond on the books kept for the
registration thereof with full power of substitution in the
premises.
Dated:
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Bond in every
particular, without alteration or
enlargement or any change what-
ever.
Signature(s) guaranteed by:
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