CCR2004034 (2).~
The City Clerk read the following resolution:
Resolution No. 034-2004
GENERAL
A RESOLUTION AUTHORIZING THE CITY OF MUSKEGO
TO BORROW THE SUM OF $935,000 BY ISSUING
OBLIGATION PROMISSORY NOTES, SERIES 2004A PURSUANT TO
SECTION 67.12{12} OF THE WISCONSIN STATUTES
AND AUTHORIZING THE SALE OF THE NOTES
WHEREAS the City of Muskego, Waukesha County, Wisconsin
(sometimes hereinafter called the "City") is presently in need
of the sum of Nine Hundred Thirty-Five Thousand Dollars
{$935,000} for public purposes, including paying the cost of
purchasing capital equipment and refunding obligations of the
City; 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
issue of $935,000 General Obligation Promissory Notes, Series
2004A (the "Notes") 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 by the Common Council of the
City of Muskego, Waukesha County, Wisconsin, 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 note issue, and any good faith deposits
submitted by unsuccessful bidders shall be promptly returned. --
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Section 2. The Notes. The Mayor and City Clerk shall
make, execute and deliver the Notes to the Purchaser, for and on
behalf of the City. The Notes shall be negotiable, general
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 March 1, 2004. The Notes shall bear
interest at the rates per annum set forth in the Proposal and
shall mature on March 1 of each year, in the years and principal
amounts set forth in the Proposal and the debt service schedule
attached hereto as Exhibit C and incorporated herein by this
reference (the "Schedule").
Interest on the Notes shall be payable on March 1 and
September 1 of each year, commencing September 1, 2004.
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.
The Notes shall not be subject to call and paYment prior to
maturity.
Section 3. Form of Notes. Thè Notes 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 Notes 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 2004 through 2007 for paYment of
principal of and interest on the Notes in the years 2004 through
2008 in the amounts set forth in the Schedule. The amount of
tax levied for the year 2004 shall be the total amount of debt
service due on the Notes in the years 2004 and 2005; 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 Notes in the year 2004.
-
(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
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---
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 hand insufficient funds from the aforesaid tax levy to meet
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} Appropriation. There be and there hereby is
appropriated from taxes levied in anticipation of the issuance
of the Notes or other funds of the City on hand a sum sufficient
to be deposited in the Debt Service Account to meet paYments
with respect to debt service due on September 1, 2004.
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 $935,000 'General Obligation
Promissory Notes, Series 2004A,' dated March 1, 2004" {the "Debt
Service Account"} and such account shall be maintained until the
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
the time of delivery of and paYment for the Notes; {ii} the
taxes herein levied for the specific purpose of meeting
principal of 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 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. ---
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~ (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 Notes
until all such principal and interest has been paid in full and
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
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.
(C) Remaining Monies. When all of the Notes 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. 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
"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
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 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.
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
Notes to be "arbitrage bonds" within the meaning of Section 148
of the Internal Revenue Code of 1986, as amended (the "Code"),
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~
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 Notes, shall
certify as to facts, estimates, circumstances and reasonable
expectations in existence on the date of closing which will
permit the conclusion that the Notes are not "arbitrage bonds,"
within the meaning of the Code or Regulations.
Section 8. Persons Treated as Owners; Transfer of Notes.
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
interest on any Note 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 Note to the extént
of the sum or sums so paid.
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
transferee in the registration book. No registration shall be
made to bearer. The City Clerk shall cancel any Note
surrendered for transfer.
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.
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
appear on the registration book of the City at the close of
business on the corresponding record date.
Section 9. Compliance 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 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
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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 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 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.
(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 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. Designation as Qualified Tax-Exempt
Obligations. 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.
Section 11. Utilization of The Depository Trust Company
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
office.
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Section 12. Redemption of Refunded Obligations. The City
has outstanding its General Obligation Promissory Notes, dated
February 1, 1998 (the "1998 Notes"). The 1998 Notes maturing in
the years 2005 through 2007 (the "Refunded Obligations") are
called for prior paYment on June 1, 2004 at the price of par
plus accrued interest to the date of redemption.
The City Clerk shall cause timely notice of the call of the
Refunded Obligations to be redeemed to be given by mailing a
notice thereof, in substantially the form attached hereto as
Exhibit E and incorporated herein by this reference, by
registered or certified mail no later than May 1, 2004, to the
registered owner of each Refunded Obligation to be redeemed at
the address shown on the registration books.
In addition to the official notice of redemption provided
for in the paragraph above, the City Clerk shall cause further
notice of the redemption of the Refunded Obligations to be given
on behalf of the City to all nationally recognized municipal
securities information repositories, to all registered
securities depositories in the business of holding substantial
amounts of obligations of types such as the Refunded Obligations
(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 sent by registered or certified mail, overnight express
delivery, facsimile transmission or email transmission and shall
contain the information set forth in the official notice of
redemption provided on Exhibit E.
Section 13. PaYment of Issuance Expenses. The City
authorizes the Purchaser to forward the amount of Note 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 14. Official Statement. The Common Council hereby
approves the Preliminary Official Statement with respect to the
Notes and deems the Preliminary Official Statement as "final"
for purposes of SEC Rule 15c2-12. All actions taken by officers
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
Notes, the appropriate City official shall certify the
Preliminary Official Statement and addenda. The City Clerk
-8- QBMKE\552682I .1
shall cause copies of the Preliminary Official Statement and
addenda to be distributed to the purchaser of the Notes.
Section 15. Undertaking to Provide Continuing Disclosure.
The City covenants and agrees, for the benefit of the holders of
the Notes, 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 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 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
the responsibility for issuing the Notes, 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 16. 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 17. Bond Insurance. If the purchaser of the Notes
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 bond insurance policy shall be made in the form of
Note provided herein.
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Section 18. Closing. 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
funds, accrued interest to date of delivery and premium, if any.
The Mayor and City Clerk may execute the Notes by manual or
facsimile signature, but at least one of said officers shall
sign the Notes manually.
The officers of the City are hereby directed and authorized
to take all steps necessary or convenient to close this 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, approved and
~",,\tll"""'IIIJ.j #\"\ ~ MU" ~
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recorded February 10, 2004.
~I(~)?~ Mayor
Attest:
~~~ Cit Clérk
,r~
-10- QBMKE\5526821.1
. Alderperson Salentine moved that Resolution No. 034-2004 be
adopted. Motion seconded by Alderperson Chris Buckmaster and
carried by the following vote:
Ayes: 7 (Alderpersons Patterson, Buckmaster, Damaske,
Salentine, Petfalski, Schroeder and Madden)
Nos: 0
The Mayor declared the resolution adopted and approved and
the Mayor and City Clerk signed same in the appropriate manner
in open meeting.
.
(Here occurred business not pertinent to the note issue.)
There being no further business to come before the meeting,
the meeting adjourned.
-- City Clerk
--
-11-
QBMKE\5526821.1
EXHIBIT A
--
BID TABULATION
(SEE ATTACHED)
-
~
QBMKE\5526821.1
--
EXHIBIT A
BID TABULATION
$935,000 General Obligation Promissory Notes, Series 2004A
RATING: Moodýs Investors Service "A3"
NAME OF BIDDER
ROBERT W. BAIRD & COMPANY, INC.
Milwaukee, Wisconsin
lEGG MASON WOOD WAlKER, INC.
Minneapolis, Minnesota
~\NKERS' BANK
ladison, Wisconsin
UMB BANK, NA
. Kansas City, Missouri
HARRIS TRUST & SAVINGS BANK
Chicago, Illinois
RBC DAIN RAUSCHER INC.
Minneapolis, Minnesota
CITY OF MUSKEGO, WISCONSIN
SALE: February 10, 2004
AWARD: ROBERT W. BAIRD & COMPANY, INC.
MATURITY
(March 1)
2005
2006
2007
2008
2005
2006
2007
2008
2005
2006
2007
2008
2005
2006
2007
2008
2005
2006
2007
2008
2005
2006
2007
2008
RATE REOFFERING
YIELD
2.000% 1.150%
2.000% 1.550%
2.250% 1.850%
2.500% 2.250%
2.000%
2.000%
2.250%
2.500%
1.300%
1.550%
1.900%
2.200%
1.150%
1.550%
1.950%
2.300%
1.250%
2.000%
2.000%
2.250%
2.000%
2.125%
2.125%
2.375%
B81: 4.68%
NET TRUE
INTEREST INTEREST
COST RATE
$942,116.75 $30,033.25 1.7339%
PRICE
$941,739.05
$932,662.50
$931,839.70
$934,721.00
$931,184.60
$30,410.95 1.7562%
$31,522.50 1.8329%
$32,220.30 1.8738%
$32,304.00 1.8751%
$40,802.88 2.3782%
e EHLERS
& ASSOCIATES INC
lEA DE R SIN PUB lie F 1 NA NeE
375 BishOps Way. Suite 225. Brookfield. WI 53005.6202
262.785.1520 fax 262.785.1810 www.ehlers.inc.com
Offices in Rose.me. MN. Brookfield, WI and Naperville. It
EXHIBIT B
--
PURCHASE PROPOSAL
(SEE ATTACHED)
"..--
,-.
QBMKE\552682\.\
EXHIBß'B
BID FORM
-- The COllUDoa Council
Chy o. M1IJkego, WueouÚl
February 10, 2004
RE~ 5935,000 Geøeral ObUgadoD prolDSl.ory Nota. Series 2004A
DATED: Mareh 1, 2004
'or all or none of\hc above NOtes, in accordance with the Notice of Sale and terms of the Global Book-Rnny System
as stated in this Preliminary Offiç;_' Statement, we win pay you S !l'l~. /I G-~ "1 S (not 1oss than $930,325) plus
accrued interesc to da[e of delivery for fully registered Notes bearing interest rates and mlLtunng In the stated years
as follows:
,;;. DO
ó1.00
% due 2OOS. ~.;lS
d. s;t>
% due .2007
% due 2006 %due 2008
We tncJos~ our good faith deposil in the amount of 518,700, to be held by you pendlne delivery and payment.
Alternatively, we have provided a financial surety bond or have wired our good faith deposit to the U. S. Trust
Company, N.A., Minneapolis. Minnesota. ABA No. 0211.13086, for furtherçrodino Ehlers &; Associates. Inc. Bond
Issue Escrow Account No. 850-788-1. If our bid is ßOIlIoÇcepted, said depo3it shaH be promp~Jy returned to w. [fthe
good faith deposit is wired to such escrow account, we agree CO the c.onditions and duties ofEhlus & Associates, Inc.,
as escrow holder of the good faith deposit, p1X'SU8nt to this Pre)iminary Official Statement dated January 29, 2004.
This bid is for prompt acceptance and is conditional upon deposit of said Notes to The Depository Trust Company,
-
New York, New York, in accor~çe with the Noti" ofSaJe. Delivery is anticipated to be on or about March 4, 2004.
Ibis bid is subject to the City t S covenant and agn:emenr 'Co enter into a written undertaking to provide continuing
disclosure under Rule 1 Sc2-12 promulgated by the Securltjes and Exchange Commission under me Securities
Exchange Act of 1934 as described in the Preliminary Offiçial Statement for this Issue.
We have received and reviewed the Preliminary Official Statement and have submitted our requests for additional
htformaiion or correctIons 10 the Final Official Statemenl As Syndicate Manager, we agree to provide the City with
the reoffering price of the Notes within 24 hours of the bid acceptance. ~
AcçoUt'tM~er: llobert~aï;d&Co. B :
177 E. WJSOO1o{BIN AVINUB DREW A. ~NYER
Account Members: JG:L~=~J88202 ':';'
Ãward wül be on I true batuest ~ost basis.. A~rding to our computations (the GOrrcef computation being
controlling in the award), the total dollar interest COSt (includins any discount or Jes! any premium) computed from
March J, 2004 of the above bid is S ~ oæ. ~ and tbe true interest cost (TIC) is 1,7 =øc; %.
----..-.. -..-..-..----------..---------. ~..------------
The forccolna offer is hereby accepted by and on behalf of the Common Council of the City of Muske go, Wisconsin.
on Febnwy \ O~ 2004.
/4'; .A
by;
Title: Title:
EXHIBIT C
-
DEBT SERVICE SCHEDULE AND IRREPEALABLE TAX LEVIES
(SEE ATTACHED)
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QBMKE\5526821 .1
to,
$935,000 General Obligation Promissory Notes, Series 2004A
Dated March 1, 2004
City of Muske go, WI
Winning Bidder: Robert W. Baird & Company, Inc.
EXHIBIT C
Debt Service Schedule
Date Principal Coupon Interest Total P+I Fiscal Total
03/0412004
09/0112004 9,725.00 9,725.00 9,725.00
03/0112005 450,000.00 2.000% 9,725.00 459,725.00
09/0 112005 5,225.00 5,225.00 464,950.00
03/0112006 285,000.00 2.000% 5,225.00 290,225.00
----- 09/0112006 2,375.00 2,375.00 292,600.00
03/0112007 100,000.00 2.250% 2,375.00 102,375.00
09/0 112007 1,250.00 1,250.00 103,625.00
03/0112008 100,000.00 2.500% 1,250.00 101,250.00
09/0112008 101,250.00
Total $935,000.00 $37,150.00 $972,150.00
Yield Statistics
Accrued Interest from 03/0 112004 to 03/04/2004 162.08
------- Bond Year Dollars ---------------------------------------------____.!!,720.OI!. Average Life 1.840 Years
------------- !<_ve~~~oupo~-- ----------- ------- -----_.- --------__~:!?~83~.4
!,!~_~Ierest Cost (NIC) ----------- True Interest Cost (IlC)
Bond Yield for Arbitrage Purposes ------------------ AIII~_~ive <:O'y-!_~C)
---------------------
1.7461192%
----------------------- --------- I. 7339220-.4
1.6579500%
-------------------- 1.7323452%
-----------------
IRS Fonn 8038
Net Interest Cost
Weighted Average Maturity ---------------.--------
1.7284792%
--------------------------------- 1.832 Years
04 $935 GO Prom Noles 1 SINGlE PURPOSE I 2110/2004 I 10:31 AM
EXHIBIT D
,-
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WAUKESHA
CITY OF MUSKEGO
GENERAL OBLIGATION PROMISSORY NOTE, SERIES 2004A
Number Rate Maturity Date
Date of
Original Issue Amount CUSIP
R- % March 1, 2004 $
FOR VALUE RECEIVED, the City of Muskego, Waukesha County,
Wisconsin, promises to pay to
registered assigns, the principal amount of
DOLLARS ($ ) on the maturity
date specified above, together with interest thereon from
March 1, 2004 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, 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, 2004.
, or
The Notes shall not be subject to call and payment prior to
maturity.
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
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 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.
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QBMKE\5526821.1
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
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,
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
67.12(12), Wisconsin Statutes, for public purposes, including
paying the cost of purchasing capital equipment and refunding
obligations of the City, and is authorized by a resolution of
the Common Council of the City, duly adopted by said Common
Council at its meeting duly convened on February 10, 2004, which
resolution is recorded in the official book of its minutes for
said date. ,-
This Note 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 certified and recited that all conditions,
things and acts required by law to exist or to be done prior to
and in connection with the issuance of this Note have been done,
have existed and have been performed in due form and time; that
the aggregate indebtedness of the City, including this Note and
others authorized simultaneously herewith, does not exceed any
limitation imposed by law or the Constitution of the State of
Wisconsin; and that the City has levied a direct, annual
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.
r-
-2- QBMKE\5526821.1
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, WISCONSIN
By
City Clerk
By
Mayor
~
r-
-3- QBMKE\552682I.l
.- (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 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
face of the within Note in every
particular, without alteration or
enlargement or any change
whatever.
Signature(s) guaranteed by:
,--
-4- QBMKE\5526821.1
EXHIBIT E
.---
, 20
The Depository Trust Company
Attn.: Supervisor, Call Notification
55 Water Street
50th Floor
New York, NY 10041-0099
Department
Re: City of Muskego, Wisconsin
General Obligation Promissory Notes
Date of Original Issue - February 1, 1998
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
June 1, 2004 at the price of par plus accrued interest to the
redemption date.
Maturity Interest CUSIP Princlpal
Date Rate No. Amount
-- 06/01/05 4.25 % 627636MM2* $450,000
06/01/06 4.30 627636MNO* 275,000
06/01/07 4.375 627636MP5* 100,000
The Notes to be redeemed should be presented for payment at
the office of the City Treasurer, City of Muskego, Wisconsin.
The City will deposit federal or other immediately
available funds sufficient for such redemption at the office of
The Depository Trust Company on or before June 1, 2004.
Such Notes will cease to bear interest on June 1, 2004.
BY ORDER OF THE COMMON COUNCIL
City of Muskego
City Clerk
* Indicates a full call of CUSIP
cc: Mergent/FIS, Inc.
Xcitek
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QBMKE\5526821. I