CCR20050498
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The City Clerk read the following resolution:
Resolution No. 049-2005
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
$1,585,000 GENERAL OBLIGATION PROMISSORY NOTES,
SERIES 2005
WHEREAS the City of Muskego, Waukesha County, Wisconsin
(sometimes hereinafter called the "City") is presently in need
of the sum of One Million Five Hundred Eighty-Five Thousand
Dollars ($1,585,000) for public purposes, including paying part
of the costs of water utility projects, a telephone system for
the City, public safety equipment and transportation equipment
and street lighting; 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 $1,585,000 General Obligation Promissory Notes, Series
2005 (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, 2005. 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, 2005.
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.
Notes maturing in the years 2014 and 2015 shall be subject
to call and prior payment at the option of the City in whole or
from time to time in part on March 1, 2013 or on 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.
Section 3. Form of Notes. The Notes shall be in
substantially the form attached hereto as Exhibit 0 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 fvll 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 2005 throUi;Jh 2014 for payment of
principal of and interest on the Notes in the years 2005 through
2015 in the amounts set forth in the Schedule. The amount of
tax levied for the year 2005 shall be the total amount of debt
service due on the Notes in the years 2005 and 2006; provided
that the amount of such tax carried onto the tax rolls shall be
abated by any amounts appropriated pursuant to subsection (D)
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. below which are applied to payment of principal of or interest
on the Notes in the year 2005.
(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.
(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.
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(0) Appropriation. There be and there hereby is
appropriated from proceeds 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, 2005.
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 $1,585,000 'General Obligation
Promissory Notes, Series 2005,' dated March I, 2005" (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
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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.
(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
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. 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"),
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.
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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 extent
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
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. 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 their ownership, management and use will not cause the
Notes 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 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 amitting 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.
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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
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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 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 13. 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
shall cause copies of the Preliminary Official Statement and
addenda to be distributed to the Purchaser of the Notes.
Section 14. 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.
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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
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.
Section 17. 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.
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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 recorded March 8, 2005.
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At tes"t!:I:'!\1HH:.W:"\\'
IV( rdlAA~~ Mayor
Alderperson Salentine moved that Resolution No. 049-2005 be
adopted. Motion seconded by Alderperson Madden and carried by
the following vote:
Ayes: Patterson, Buckmaster, Borgman, Salentine, Melcher
Schroeder and Madden
Nos: None
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.
-10- QBMKE\5706493.1
. EXHIBIT A
BID TABULATION
(SEE ATTACHED)
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QBMKE\5706493.1
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BID TABULATION
$1,585,000 General Obligation Promissory Notes, Series 2005
CITY OF MUSKEGO, WISCONSIN
SALE: March 8, 2005
RATING: Moody's Investors Service "Aa3"
AWARD: UMB BANK, NA
NAME OF BIDDER MATURITY
(March 1)
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
UMB BANK, N.A.
Kansas City, Missouri
aKERS' BANK
~dison, Wisconsin
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
HARRIS TRUST & SAVINGS BANK
Chicago, Illinois
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
._.__..-._~---_... '..oo_o.___m.... -. -- - '0. ... .-..--
to EHLERS
& ASSOCIATES INC
RATE
2.600%
2.750%
2.950%
3.050%
3.200%
3.300%
3.400%
3.500%
3.600%
3.700%
2.500%
2.700%
2.900%
3.000%
3.100%
3.300%
3.400%
3.600%
3.700%
3.750%
2.750%
3.000%
3.400%
3.500%
3.500%
3.500%
3.500%
3.500%
3.500%
3.600%
REOFFERING
YIELD
2.600%
2.750%
2.950%
3.050%
3.200%
3.300%
3.400%
3.500%
3.600%
3.700%
PRICE
881: 4.5%
NET TRUE
INTEREST INTEREST
COST RATE
$1,575,807.00 $395,288.00 3.5684%
$1,579.056.25 $396,423.75 3.5725%
$1,574.923.00 $400,127.00 3.6186%
LEADERS IN PUBLIC fiNANCE
375 Bishops Way, SUite 225, Brookfield. 'I'll 53005.6202
262.785.1520 fax 262,785.1810 www.ehler$.Hlccom
OffIces In Rosevillc, IAN, Brookfield. WI Jod Naperv,'le, Il
185,000 General Obligation Promissory Notes, Series 2005
City of Muskego, Wisconsin
Page 2
NAME OF BIDDER MATURITY
(March 1)
RATE REOFFERING
YIELD
PRICE
NET TRUE
INTEREST INTEREST
COST RATE
PIPER JAFFRAY & CO.
Kansas City, Missouri
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
3.000%
3.000%
3.500%
3.500%
3.500%
3.500%
3.500%
3.500%
3.600%
3.700%
ROBERT W. BAIRD & CO.
Milwaukee, Wisconsin
2006 3.000%
2007 3.000%
2008 3.250%
2009 3.500%
2010 3.500%
2011 3.625%
2012 3.625%
2013 3.650%
2014 3.700%
2015 3.750%
2006 3.000%
2007 3.000%
2008 3.000%
2009 3.000%
2010 3.100%
2011 3.200%
2012 3.375%
2013 3.500%
2014 4.000%
2015 4.000%
.
CREWS & ASSOCIATES, INC.
Little Rock, Arkansa
.
$1,579,110.30 $401,304.70
$1,578,857.10 $410,915.34
$1,570,790.30 $415,904.70
3.6223%
3.7087%
3.7570%
. EXHIBIT B
PURCHASE PROPOSAL
(SEE ATTACHED)
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QBMKE\5706493.1
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BID FORM
The Common Conncil
City of Mos}U!go, Wisconsin
Marcb &,2005
RE: $1,535,000 General Obligation Promissory Nôte$, Series 200S
DA'1'~)): March 172005
F or all or nonð t)ftbe abo"\te N o"te$, in accordance with the Notice ofSfÚe and tenns oftbe Global Book.En1ry System
as stated in this Preliminary Official Statemen~ 'We wi1lpay yonS ',S7S, ~ 07.00 (not less than $1.569,150)
plus accrued interest to date of dell very for fu11y registered Notes bearing interest rates and maturing In the stated
~~ufu~~:
.
d. ~ ð % due 2006 :3 - -,..0 % due 2010
~. 7S:- % due 2007 3. 30 % duo 2011
~ . 9' S- % due 2008 a. .. \!. 0 % due 2012
.3. oS % dúe 2009 3 . S;;Ú % dlle 2013
3. (00
3,70
% due 2014
%due 2015
We enclose our good faith deposit in the amount of $31,100, to be held by you pending dðli'\lety and payme1)t.
Attematively, we have provided a. fInanoìa.l sUt"ety bond Q1" havß wired OlJr good faith deposit to the U. S. Trust
Company, N .A., Gteonwich, CT, ABA N' o. 0211-130&6, for further credit to Bh1m &:. AssocWtes, Inc. BOM Ig~ue
EsofQW Account NQ. 850-788.1. If our bid is not accepted. said depQsit shall be promptly returned to us. Ifthé good
faith deposit is wired to such esctOW aooount, we a.gree to the conditions and duties ofBhlers &. Associa.tes, Inc., as
CScx"QW holder of the good faith deposit. pmsuantto thisPrel1miuary Official Stßtementdatcd. Fcb1'WU:y23 , 200S. This
bid is for prompt acceptance and is CınditioJßl upcm deposit of said Notes to The Depository Trust Company. New
York, New York, in a~!dauce with the Notice of Sale. Dëlivery is ànticipated to be on or about March 24,2005.
This bid is subject to the City's covenant and agreement to ontar into a written undertaking to provide continufug
discl06U!O under Rule 150:2-12 promu1g<rted by the Sec'ln'ifies and Exchange Commission under the Securities
Exchange Act of 1934 ns described In the Preliminary Official Statement for this Issuc.
We have received and reviewed the Preliminary Official S'tatemorxt and have sn'bmitted out requßSts for additional
information or corrections to the Final Official SUitemont. AS Syndicato Manager, we agree to provide the City with
the reofferång :pñce of'tt1e Notes ~t1ùn 24 hours Ofth;J<accepTaD.C8.
Accoun1Monag"': ~. fí'ZS
"y:
Kristin Koziol 816-860-7223 '
AccoUnt Members:
N~ Award Win be on a true interest cost basis. According to our computwon8 (the cOITed computation boing
controlling ill tho aWIU'd), tho total doUar bJ,wrest cost (inoluding any discount or loss any prGmimn) éomputed fl.'om
Moreh lr2005 of the above bid is $.39S"/~g .oø and thetroc interestcost(I1C) is :!>.S(n~t{ %"
----~-~---------------------------~~------.--------------------~------_r~----- ----~--
The foreßo1ng offer is hereby accepted by and on behalf of the COAOJIlon Counoil of the City ofMuakeio, Wisool1$in,
on March 8, 2005. .
B'V: }3y:
Title: Title::
. EXHIBIT C
DEBT SERVICE SCHEDULE AND IRREPEl\LABLE TAX LEVIES
(SEE ATTACHED)
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QBMKE\5706493.\
r City of Muskego, WI
$1,585,000 General Obligation Promissory Notes, Series 2005
Dated March 1, 2005
Winning Bidder: UMB Bank, N.A.
Debt Service Schedule
Date Principal Coupon Interest
03/24/2005
09/01/2005 26,820.00
03/01/2006 50,000.00 2.600% 26,820.00
09/01/2006 26,170.00
03/01/2007 50,000.00 2.750% 26,170.00
09/01/2007 25,482.50
03/01/2008 50,000.00 2.950% 25,482.50
09/01/2008 24,745.00
03/01/2009 100,000.00 3.050% 24,745.00
09/01/2009 23,220.00
03/01/2010 175,000.00 3.200% 23,220.00
09/01/2010 20,420.00
03/01/2011 185,000.00 3.300% 20,420.00
09/01/2011 17,367.50
03/01/2012 200,000.00 3.400% 17,367.50
09/01/2012 13,967.50
03/01/2013 240,000.00 3.500% 13,967.50
09/01/2013 9,767.50
03/01/2014 260,000.00 3.600% 9,767.50
09/01/2014 5,087.50
03/01/2015 275,000.00 3.700% 5,087.50
09/01/2015
Total $1,585,000.00 $386,095.00
Yield Statistics
Accrued Interest from 03/01/2005 to 03/24/2005
Bond Year Dollars
Average life
Average Coupon
Net Interest Cost (NIC)
True Interest Cost (TIC)
Bond Yield for Arbitrage Purposes
All Inclusive Cost (AIC)
IRS Form 8038
Net Interest Cost
Weighted Average Maturity
05$1585GO Prom Notes I SINGLE PURPOSE I 318/2005 I 10:17 AM
Ehlers & Associates, Inc.
Leaders in Public Finance
Total P+I Fiscal Total
26,820.00 26,820.00
76,820.00
26,170.00 102,990.00
76,170.00
25,482.50 101,652.50
75,482.50
24,745.00 100,227.50
124,745.00
23,220.00 147,965.00
198,220.00
20,420.00 218,640.00
205,420.00
17,367.50 222,787.50
217,367.50
13,967.50 231,335.00
253,967.50
9,767.50 263,735.00
269,767.50
5,087.50 274,855.00
280,087.50
280,087.50
$1,971,095.00
3,427.00
$11,095.00
7.000 Years
3.4799009%
3.5627580%
3.5684580%
3.4736476%
3.6331223%
3.4807821%
6.936 Years
I
EXHIBIT D
. UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WAUKESHA
CITY OF MUSKEGO
GENERAL OBLIGATION PROMISSORY NOTE, SERIES 2005
Maturity Date
Date of
Original Issue Amount CUSIP Number Rate
R- ~
0 March 1, 2005 $
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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, 2005 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, 2005.
, or
Notes of this issue maturing in the years 2014 and 2015
shall be subject to call and prior payment at the option of the
City in whole or from time to time in part on March 1, 2013 or
on 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
sending a notice thereof by registered or certified mail,
facsimile transmission or overnight express delivery 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 ~ade
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
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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.
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 part of the costs of water utility projects, a telephone
system for the City, public safety equipment and transportation
equipment and street lighting, 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 March 8, 2005, 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.
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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.
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
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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 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
premlses.
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:
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(General Obligation Promissory Notes, Series 2005)
Excerpts of Minutes of Meeting
of Common Council Held March 8, 2005
A duly-convened meeting of the Common Council of the City
of Muskego, Waukesha County, Wisconsin, was held in open session
on March 8, 2005 and called to order by the Mayor at 8:37 P.M.
The following Alderpersons were present:
Patterson, Buckmaster, Borgman, Salentine, Melcher,
Schroeder and Madden
The following Alderpersons were absent:
None
The Mayor opened the meeting by announcing that this was an
open meeting of the Common Council. Notice of this meeting was
given to the public at least 24 hours in advance of the meeting
by forwarding the complete agenda to the official City
newspaper, the 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 matters not pertinent to the note issue.)
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