CCR2006110. The following resolution was moved by Alderperson Salentine and seconded by
Alderperson Madden, and upon roll call vote, duly adopted by a vote of 7 to 0:
Resolution No. I JO-2C06
A RESOLUTION AUTHORIZING THE CITY OF MUSKEGO, WISCONSIN
TO BORROW THE SUM OF S5, I 60,000 BY ISSUING GENERAL
OBLIGATION REFUNDING BONDS PURSUANT TO SECTION 67.04
OF THE WISCONSIN STATUTES AND AUTHORIZING
THE SALE OF THE BONDS
WHEREAS the City of Muskego, Waukesha County, Wisconsin (sometimes hereinafter
called the "City") is presently in need of the sum of Five Million One Hundred Sixty Thousand
Dollars ($5,160,000) for the public purpose ofrefundmg obligations of the City, including
interest on them; and
WHEREAS the Common Council of the City deems it necessary and in the best interest
of the City that said sum be borrowed pursuant to the provisions of Section 67.04, Wis. Stats.,
upon the terms and conditions hereinafter provided;
NOW, THEREFORE, BE IT RESOLVED thet the City borrow an amount not to exceed
$5,160,000 by issuing its general obligation bonds for the public purpose of refunding
. obligations of the City, including interest on them; and
BE IT FURTHER RESOLVED that:
Section 1. Sale of Bonds. The City shall sell and deliver its $5,160,000 General
Obligation Refunding Bonds (the "Bonds"), issued for the purpose above stated, to Hutchinson,
Shockey, ErIey & Co. (the "Purchaser") for the purchase price set forth in the Bond Purchase
Agreement attached hereto as Exhibit A and incorporated herein by this reference (the
"Proposal "). The Proposal is hereby approved, and tr.e appropriate City officials are hereby
authorized and directed to execute the same.
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 Cilty, 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 June 1,2006. The Bonds shall bear interest at the rates per annum set forth in the
Proposal and shall mature on June 1 of each year, in the years and principal amounts set forth in
the Proposal and the debt service schedule attached hereto as Exhibit B and incorporated herein
by this reference (the "Schedule").
Interest on the Bonds shall be payable on June 1 and December I of each year,
commencing December I, 2006.
. -2 -.
QBMKE\5897859.1
.
.
.
Bonds maturing in the years 2016 and 2017 shall be subject to call and prior payment at
the option of the City in whole or from time to time in part on June 1, 2015 or 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 matufity which are to be redeemed shall be
selected by lot.
Section 3. Form of Bonds. The Bonds shall be in ~,ubstantially the form attached hereto
as Exhibit C and incorporated herein by this reference.
Section 4. Tax Provisions.
(A) Direct Annual Irrepealable T::~~, 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 2006 through 2016 for payment of
principal of and interest 0111 the Bonds in the years 2006 through 2017 in the amounts set forth in
the Schedule. The amount of tax levied for the year 2006 ~;hall be the total amount of debt
service due on the Bonds in the years 2006 and 2007; provided that the amount of such tax
carried onto the tax rolls shall be abated by any ,-unou [lts appropriated pursuant to subsection (D)
below which are applied to payment of principal of or interest on the Bonds in the year 2006.
(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 colleclted, 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 in any year there ~,hall 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 amount~; t6 be returned when said taxes have
been collected.
(D) Appropriation. There be and there hereby is appropriated from taxes levied in
anticipation of the issuance of the Bonds or olther 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
December 1, 2006.
Section 5. Debt Service Fund and Accounl~.
(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 maintaimed in (J,ccordance with generally accepted
- 3-
QBMKE\5897859.1
. 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 tJr $5,160,000 'General Obligation
Refunding Bonds,' dated June 1,2006" (the "Debit 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 alilY 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 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 pennitted 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 an of the Bonds have been paid in full and
canceled, and all permitted investments disposed of, eny 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 purpose for which the Bonds are issued. In order to accomplish the purpose for which the
Bonds are issued, proceeds of the Bonds shall be: tramferred to the Escrow Account, as provided
in Section 13 hereof. Monies in the Borrowed Money Fund may be temporarily invested as
provided in Section 66.0603(1m), Wis. Stats. Any monies, including any income from permitted
investments, remaining in the Borrowed Money Fund after the purpose for which the Bonds have
been issued has been accomplished, and, at any time, any monies as are not needed and which
. .-4 -
QBMKE\5897859.1
. obviously thereafter cannot be needed for such purpm,e shall be deposited in the Debt Service
Account.
Section 7. No Arbitrage. All investments pennitted 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 1,48 of the Internal Revenue Code of 1986, as
amended (the "Code") or the Regulations of the Commissioner of Internal Revenue thereunder
(the "Regulations"); and alll 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 permit the conclusion that the Bonds are not "arbitrage bonds,"
within the meaning of said Code or Regulations.
Section 8. Persons Treated as OwnersJransfer of Bonds. The City Clerk shall keep
books for the registration and for the transfer of the B.)nds. 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 toO 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 traLsfer 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 amollnt, ~,eries 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, ,md 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 a:; they appear on the registration book
of the City at the close of business on the correspünding record date.
.
Section 9. Compliance with Federal Tax_Law~. (a) The City represents and covenants
that the projects financed by the Bonds and the Refunded Obligations defined in Section 12 and
their ownership, management and use will not caillse the Bonds or the Refunded Obligations to
be "private activity bonds' within the meaning of Section 141 of the Code. The City further
covenants that it shall comply with the provisions of the Code to the extent necessary to maintain
the tax-exempt status of the 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, without limitadon, 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
- s-
QBM KE\5897859.1
. 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 gros~: 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 federallegis.ation 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 Bond~, 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 Ta)d~xempt 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 acqu:ring 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 Yark, 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. Redemption of Refunded ObJiJ~ons. The City has outstanding its General
Obligation Corporate Purpose Bonds, dated December 1,1997 (the "1997 Bonds"). The 1997
Bonds maturing in the years 2009 through 2017 (the 'Refunded Obligations") are called for prior
payment on June 1, 2008 at the price of par plus accmed interest to the date of redemption.
The Escrow Agent shall be directed pursuant to the Escrow Agreement referred to in
Section 13 hereof to give notice of the call of the Refunded Obligations.
Section 13. Escrow Agent; Escrow A~nnent: Escrow Account. Associated Trust
Company, National Association, Green Bay, 'Wiscomin is hereby appointed Escrow Agent of the
City, for the purpose of ensuring the payment of the principal of and interest on the Refunded
Obligations.
The Mayor and City Clerk are hereby authorized and directed to execute an escrow
agreement substantially in the form attached hereto m: Exhibit D and incorporated herein by this
reference (the "Escrow Agreement") (such form may be modified by said officers prior to
execution, the execution of such agreement by said officers to constitute full approval of the City
of any such modifications), with the Escrow Agent, for the: purpose of effecting the provisions of
this Resolution.
. - 6-
QBMKE\5897859.1
. The Bond proceeds allocable to refunding the Refunded Obligations shall be deposited in
an Escrow Account which is hereby created with the Escrow Agent, pursuant to the Escrow
Agreement. The use, investment and disbursement of the Bond proceeds by the Escrow Agent in
the manner provided in the Escrow Agreement is. authorized and approved.
Upon transfer to the Escrow Account of the proceeds of the Bonds and any other
necessary funds allocable to refunding the Refunded Obligations, the taxes heretofore levied to
pay debt service on the Refunded Obligations shall be abated to the extent such transfer together
with investment earnings thereon is sufficient to pay the principal of and interest on the
Refunded Obligations, but such abatement shall not affect the City's pledge of its full faith, credit
and resources to make such payments. The Escf()Vv Account created by the Escrow Agreement
shall hereafter serve as the debt service account (or sinking fund) for the Refunded Obligations.
The Escrow Agent shall serve as custodian of said debt service account (or sinking fund).
Section 14. SLGS Subscriptions. The Escrow Agent and Hutchinson, Shockey, Erley &
Co. are authorized to submit subscriptions for United States Treasury Securities - State and Local
Government Series and to purchase other U.S. government securities on behalf of the City in
such amount as is necessary in order to carry out the refunding authorized by this resolution
pursuant to Section 67.04, Wisconsin Statutes.
.
Section 15. Undertaking to Provide ConljIJuing 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 promdgated 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 16. Records. The City Clerk shall provide and keep a separate record book and
shall record a full and conrect statement of every step or proceeding had or taken in the course of
authorizing and issuing these Bonds.
.
Section 17. Bond Insurance. If the Purchaser of tbe 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 bend 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 C:ierk including provisions regarding restrictions
-7 -
QBMKE\5897859.1
. 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 bond insm~r. In addition, appropriate reference to the
municipal bond insurance policy shaH be made in the form of Bond provided herein.
Section 18. Closin~. 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.
.
. -13 -
QBMKE\5897859.1
. 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 directl~d to execute and deliver such documents,
certificates and acknowledgments as may be necessary or convenient in accordance therewith.
Adopted and approved May 23, 2006.
Mayor
_~20AM~R{)
~~" erk
The Mayor thereupon declared the Resolution adopted and approved.
(Here occurred business not pertinent to the bond Ü;sue.)
Upon motion made and seconded, the meeting was adjourned.
. Dated May 23, 2006
--ffw~~) "- CIty Clerk
. - 9-
QBMKE\5897859.1
. EXHIBIT A
PURCHASE PROPOSAL
(SEE ATTACHED)
.
. QBMKE\5897859.1
. HSI~
HUTCHlNSON, SHOCKEY, EmLEY & co.
E,'dli31wd ,'!151
1110 Old World 3rd Street - Suite BaO " Milwaukee, WI 53203
Phone: (414) 298-9898
Fax: (414) 298..98H3
May 23,2006
Mayor Charles H. Damaske
Common Council
City of Muskego
W 182S8200 Racine Avenue
Muskego. WI 53150
Re: $5,160,000 General Obligation RefundÍ1g Bends
Dated June I, 2006
Dear Mayor Damaske and Common Council Members
. At the present time the City of Muskego (the 'City") is in need of funds for the purpose
of paying the cost of advance refunding the callable maturities of the City's $6,125,000 General
Obligation Corporate Purpose Bonds dated December 1, 1997 on their early redemption date of
June 1,2008.
Based upon the foregoing, Hutchinson, Shockt:y, Erley & Co. (the "Purchaser") will pay
the City the sum of $5,178,007.40 plus accrued interest from June 1, 2006 to the date of delivery
of $5,160,000 par value of the City of Muskego General Obligation Refunding Bonds (the
"Bonds").
The Bonds shall mature and pay interest as set forth on the attached Debt Service
Schedule.
The City agrees to issue and deliver the Bonds in book-entry-only form via Depository
Trust Company, New York, New York as securities de::>ository for the Bonds.
The obligations of the Purchaser toaceept deli"ery of and make payment for the Bonds, is
strictly contingent upon the following:
1. The City shall agree that the Prelimimuy Otììcial Statement dated May 10, 2006,
which is incorporatt:d herein by this reference, has been and may be used by
Hutchinson, Shockey, Er1cy & Co. in eonne,:::tion with the offering of the Bonds
until the Final Otlicial Statement is delivered to the Purchaser.
.
.
.
.
Hutchinson, Shockey, Erley & Co.
Common Council
City of Muskego
May 23,2006
Page 2
2. No represé:ntation of the City contained in the Official Statement or the Bond
Resolution adopted on May 23, 2006, (the "Bond Resolution") by the Common
Council of the City shall prove to have been tàlse in any material respect.
3. That no litigation shall be pending or threatened concerning the issuance of the
Bonds or the validity of the Bond Resolution.
4. That no impediment exists for the issuance of the unqualified approving opinion
of Quarles & Brady LLP, Milwaukee, Wisconsin in substantially the form
contained in Appendix B of the Offiçial Statement.
5. That no action by Congress, the Securities and Exchange Commission or a court
shall have occurred which would require the registration of the Bonds under the
Securities Act of 1933, as amended.
6. That no material restriction not presently in force on trading in securities generally
shall have been imposed.
7. That no banking moratorium shall have been imposed.
8. That the City shall have entered intto an undertaking substantially in the form
attached to the Preliminary Official Statement as Appendix C to provide
continuing disclosure in accordance withSEC Rule 15c2-12.
.
.
.
Hutchinson, Shockey, ErlE~y & Co.
Common Council
City of Muskego
May 23,2006
Page 3
9. The Purchaser shall pay the following expenses in connection with this issue:
a. Bond Counsel fee;
b. Escrow agent fee;
c. Escrow verification fè:e;
d. Bond insurance premium;
e. Rating agency fee;
f. Printing and distribution of ani cial Statements.
This proposal is for your prompt acceptance.
cc: Brian Lanser
Quarles & Brady LLP
Accepted this 23rd day of May 2006.
City of Muskego, Wisconsin
By:
D1:lstÎn J. A vey
Vi,ee President
HlJtchin~on, Shockey, Erley & Co.
Charles H. Oamaske
Mayor
Janice Moyer
City Clerk
CITY OF MUSKEGO
2006 General Obligation Refunding Bonds
$5,160,000
Debt Service Schedule
Date
06/0112006
12/01/2006
06/01/2007
12/0112007
06/0112008
---~.._--- 1210112008
06/01/2009
12101/2009
06/01/2010
1210112010
-,.._-----,_.._-..~ 06/0112011
12101/201 I
06/01/2012
12/0112012
06/01/2013
-- .---.---.."- 1210112013
06/01/2014
12/0112014
06/01/2015
1210112015
-_. .--- ._~.- --.--"---"--.' 06/0112016
12/0112016
06/0112017
12/01/2017
Total
Yield Statistics
107,55000
101,550.00
101,C50.00
_25.QOQOI!..__. n. ___...:4~iQOo/.o.._.._ .___
_I 07.Ç~g.OQ
_ . .
106,550.00
106,550.00
97,250.00
97,250.00
____ _. __ . _.____._ ____._..
_81..,45Q,0Q..._
81,450.00
76,t 12.50
76,t12.50
65,~43.75
__.5~5,9.Q~.QI~__._ .__.~~O~__.. _.._ . ___
6~,-,43J5.
53,'50.00
53.'50.00
40,:'00.00
40,~'00.00
.. _}},::1!71..____
27.'118.75
13,~,oo.oo
13,::00.00
Principal Coupon
107,550.00
132,550.00
101,050.00
..__1.31..9.5000.
. .___m.._._ 106,550.00
571,550.00
97,250.00
587,250.00
.. _.__.___g~Oo.O
591,450.00
76,612.50
611,612.50
65,243.75
_._.~Q2~75 .__________... 53,450.00
653,450.00
40,700.00
665,700.00
__.___nÆ~J..L___ 682,418.75
13,500.00
688,500.00
IntE~rest
Sl,S6S,!i50.00
Total P+I
56,725,550.00
Fiscal Total
107,550.00
239,600.00
238,600.00
668,800.00
__.____67.~7.!l0.0.!l.
674,062.50
676,856.25
673,693.75
694.150.00
_M
6?3, 1.1 8 7..s
695,918.75
688,50000
~<!.ndYe!l!:.Qg!lar~____ _.._.._...__._._.________.___.. _..___.__..... ....__._n__.__
~l7.,.!l5.0Q
~':y~a.!l'ò~í.r~n._____.________.__" _ .____._____..m ________ .___ .m_ _.J~~6~Y~~.rs
.A-:erag'òÇ9EJ!O..E.._
_.__.__ .. __ _...._.___..__.__._____.______._.__._._.__..__._
4.17758..sJ~.
25,000.00 4.000%
465,000.00 4.000%
490,000.00 4.000%
510,000.00 4.250%
535,000.00 4.250%
600,00000 4.250%
625,00001) 4.250%
655,000.01) 4.250%
675,000.00 4.000%
SS.160.000.0'~
1>J.<t.~n.te!~LCo~t(l'!IC)
. _ _.._. ..._ Tru5}n!<:r-"~.t.f..o~Ll1JÇ)._
._____._.... B..o!'<! Y.i.~!.<!!~ ~bil':a.!\.e. Pl!~s~S
Allln.c1u~!veÇost (~lC)
.._.._ .._..._.__
_d. .... ....._ _ __._. .... ______._.____.__._._n!-1125}ll.o/!.
.... .... _ ..._ ______.___ ___ __..____._ .. ____ _.___4,11.I.!l1~o/..
.'_.__ ___ .. ______ _.__.H_H_ __._.___._......3..;.~2.~~~2<1.'lI~
__.. ."__'_'_ .._ _._._____.._._.___.H..__ .__4,!]I01](!.~
IRS Form 8038
tJe!..lE.t.er~.9'~L__._.. ..
Weighted Average Maturity
2006 G.O. Refunding Bond. I SINGLE PURPOSE I 5/23/2006 I 10: 11" AM
'}Æ~97?Q~~
7263 Years
. EXHIBITB
DEBT SERVICE SCHEDULE AND IRREPEALABLE TAX LEVIES
(SEE ATTACHED)
.
. QBMKE\5897859.1
CITY OF MUSKEGO
2006 General Obligation Refunding Bonds
$5,160,000
Debt Service Schedule
Date
06/01/2006
12/0112006
06/0112007
12101/2007
0610112008
.' _~___.._ d__"__ 1210112008
06101/2009
1210112009
06/01/2010
1210112010
.__ ._._____,,__ __ - __. _-on.' __...__ .._
06/0112011
1210112011
06/0112012
12/01/2012
06/01/2013
--- ---.---.-- 12/0112013
0610112014
12/01/2014
06/01/2015
12101/2015
--- ...-.- -"-'-"- .--.-..--- 06/0112016
12/0112016
06/0112017
12/0112017
Total
Yield Statistics
107,55000
107,550.00
107.050.00
..
_1.QZ!~~9.0Q
__
106,550.00
106,550.00
97,250.00
4000% 97.250.00
_____._________
____~1~5Q..0~__
4250% 87,450.00
76.f 12.50
76/12.50
65,243.75
.._6~.2H75
53,450.00
53,450.00
40,ïOO.00
40,ïOO.00
2},~ l~JL____
27.418.75
13,:00.00
U,:OOOO
Principal Coupon IntEtrest
SI,565,:$0.00
Total P+I Fiscal Total
25,000.00 4.000"10
107,550.00 107,550.00
132,550.00
107.050.00 239,600.00
_Dl1Q?0.OO_______ ______ 106,55000 238,600.00
571,550.00
97 ,250.00 668,800.00
587,250.00
.____n_
_~,4~OQO __67~,?0.Q..9~
597,450.00
76,612.50 674,062.50
611,61250
65,243.75 676,&56.25
. -~~Q2~~ -- -- -------- ---" 53,450.00 673,693.75
653,450.00
40,700.00 694.150.00
665,700.00
_____J71!~E~____ 6~3,II 8 7~
682,418.75
13,500.00 695,918.75
688.500.00
688,500.00
56,725,550.00
130lldYe_ar Do!Lars,,____ ________ ________ ________________.____________ _ ______________ __$_n!75.0Q
Avcrag~!::~~'=----_______________. _ u__" _ ___________ _____ _______ ______ _u~7_'_~63_Y_"~rs
~v_erage_ç.<?l'p.S'~_
_ _____ __ ___ _ __ __ ._. ___________________.______________________~2.728..s Io/!-
__ _~5,900.cQ1L____~4.(190"(._ ____
465.000.00 4.000"/.
490,000.00
510,000.00
535,000.00 4.250%
~~5,000cQL_____ ~}50_!.___.
600,00000 4.250%
625,00000 4.250%
655,000.00 4.250%
675,000.00 4.000%
S5,160,000.00
":l.~!_~n~cr~~ço~iN19__
___ _______ ___ _ _ _
Ir.u~.!.n~r~l_f'~~t_<:rlÇ)_
_______________ ~o!l.<!.yi~_"!!~~bj!'_aEc_(>t1rp.s>.s~_
.______. Alllrl.clu~ive çostJ_~I.CL___ ____ ._____ _ __ _ ____
_______________ _____ __ ___~.11.95mo/~
. _n __ _____________
4c!~10222r"_
__________ _____ _n ... _,,_________L92-'~24_~._
_ __ _________ __________ ___ __ ._____~l1IJgI2.~
IRS Fonn 8038
Net Interest Cost
._._..._,_'_"_',_ -----.---.-_.__-.0 Weighted Average Maturity
2006 G.O. Refunding Bonds I SINGLE PURPOSE 1 512312006 I 10:17 AM
__ __ __ ___________J8597808~
7.263 Years
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EXHIBITC
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF WISCONSn'-J
COUNTY OF WAUKESHA
CITY OF MUSK:;:GO
GENERAL OBLIGATION REFUNDING BOND
Number
Date of
OriginalIssu~ Maturity Date Rate Amount CUSIP
June 1, 2:006 $
"ì~J ~[lbat the City of Muskego, Waukesha
r ac v ~dl~ s ;:tself to owe and for value received
" or Jre:gistered assigns, the principal amount of
____
DOLLARS ($ ) on the
maturity date specified above, together with interest th{:reon from June 1, 2006 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 payrlent date, at the rate per annum specified
above, such interest being payable on June 1 and De:cernber 1 of each year, with the first interest
on this issue being payable on December 1, 2006. 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.
R-
KNOW ALL MEN BY
County, Wisconsin (the "City"),
promises to pay to
Bonds of this issue maturing in the years 2016 émd 2017 shall be subject to call and prior
payment at the option of the City in whole or fì~om tim{: to time in part on June 1, 2015 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 (;alll shall be given by the sending of a notice
thereof by registered or certified mail, facsimile or electronÍ<: transmission or overnight express
delivery at least thirty (30) days prior to the date fix,~d for redemption to the registered owner of
each Bond to be redeemed at the address shown on the registration books.
Both principal hereof and interest hereon are hereby made payable to the registered
owner in lawful money of the United States of America. Thl~ 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 Treasun:r to the person in whose name this Bond is
registered at the close of business on the fifteenth dalY of the calendar month next preceding each
interest payment date.
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This Bond is transferable only upon thl~ books of the City kept for that purpose at the
office of the City Clerk, by the registered owner in per::;on or his duly authorized attorney, upon
surrender of this Bond together with a written instmm{:nt of transfer (which may be endorsed
hereon) satisfactory to th{: City Clerk duly execute:d by the registered owner or his duly
authorized attorney. Thereupon a new Bond or Bonds ofth~ same aggregate principal amount,
series and maturity shall be issued to the transfeæl~ in exchange therefor. The City may deem
and treat the person in whose name this Bond is re:gistered 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, full)'-register~d Bonds without coupons
in authorized denominations of $5,000 or any whole multipLe thereof.
This Bond is one of an issue aggregating $5, 160,OOC, each of which is of like original
issue date and tenor except as to numbers, inte:rest rate::;, r..tIl1~Ption privilege and maturities,
issued for the public purpose of refunding ob.ligatiOn~... 'ty, including interest on them,
pursuant to a resolution duly adoptedl by the co~~. nci and in full conformity with the
Constitution and laws of the State of Wiseo'" re n enabling.
~ '
This Bond has been designated by th~~~ 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 acts, conditions and things required by law to be
done precedent to and in the issuanc{: ofthis Bond have been done, have happened and have
been performed in regular and due form, time and 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 ofth{: City, does not exceed any constitutional or
statutory limitation of indebtedness.
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IN WITNESS WHEREOF, the City of Muskego, W,mkesha County, Wisconsin has
caused this Bond to be ext:cuted in its behalf by its duly qualified and acting Mayor and City
Clerk, and its corporate seal to be impressed h(;:reon, all as of the date of original issue specified
above.
(SEAL)
CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
By
City Clerk
By
Mayor
CO~)i
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QBMKE\5897859.1
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(Form of Assignment)
FOR VALUE RECEIVED the undersigned hereby selh, assigns and
transfers unto
(Please print or typewrite name and address, including zip code, of Assignee)
Please insert Social Securilty or other
identifying number of Assignee
the within Bond, and all rights thereunder, hereby irrevocably constituting and appointing
Atto~ey. to ~ransfer sai~ Bond on the. books k~.e' ~t'~ regi stration thereof with full power of
substItutIOn m the premm;s. 0'.:"".'
(í91
D~~: ~
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
aJiteration or enlargement or any change what- ever.
Signature(s) guaranteed by:
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QBMKE\5897859.1
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EXHIBIT 0
ESCROW AGJ~EEMENI
THIS ESCROW AGREEMENT is made ,md l~ntered into the 1 st day of June, 2006 by and
between the City of Muskego, Wisconsin (the "City") ,md Associated Trust Company, National
Association, Green Bay, Wisconsin, a national banking association witl1 trust powers (the "Escrow
Agent").
RECITALS
The City has duly issued $6,125,000 Gene:ral Obligation Corporate Purpose Bonds, dated
December 1, 1997 (the "Priolr Issue").
The City has duly authorized and sold and is delivering this day its $5,160,000 General
Obligation Refunding Bonds, dated lum: 1, 2006 (the "Refunding Obligations") for the purpose of
providing funds sufficient to refund the 2009 through 2:017 maturities of the Prior Issue (hereinafter the
portion of the Prior Issue beiJllg refunded shall be refì~n'ed to herein as the "Refunded Obligations") (the
"Refunding").
The Refunded Obligations mature and bear interest on the dates and in the amounts shown on
Exhibit A-I.
In order to accomplish the Refunding, it is necessary to irrevocably deposit in trust an amount
(in the form of investment securities and cash) which" together with investment income therefrom, will
be suffiéient to pay when dm~ the principal of and intt~rest on the Refunded Obligations.
To accomplish the Rdunding, the Escrow Ag';:nt has been appointed depository of the proceeds
of the Refunding Obligations (in the fonn ofinvestmc~nt sl~curities and cash) as hereinafter specified
and has been appointed custodian of the City's debt service fund account for the Refunded Obligations
until the Refunded Obligations are paid in full.
The execution of this Agreement has been duly authorized by a resolution of the Common
Council entitled: "ResolutioJll Authorizing the City of Muskego, Wisconsin to Borrow the Sum of
$5,160,000 by Issuing General Obligation Refunding Bonds Pursuant to Section 67.04 of the
Wisconsin Statues and Authorizing the Sale ofthle Bonds" (the "Resolution") adopted by the Common
Council of the City on May 23,2006.
In consideration of the mutual covenants c:ontained herdn, the parties hereto covenant and
agree as follows for the equal and proportionate bendit and security of the holders of the Refunding
Obligations and the Refunded Obligations:
QBMKE\5897872.1
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1. Escrow Deposit. Concun.ently with the execution of this Agreement, the City has
irrevocably deposited with the Escrow Agent, receipt of which is hereby acknowledged by the Escrow
Agent, $ being the procee:ds of the Refunding Obligations (the "Bond Proceeds") and
$ from funds of the City (thc~ "Funds") f()r a total of $
The foregoing, along with earnings and in1terest tht:reon: shall be held and disposed of by the
Escrow Agent only in accordance with this Agreement. The City represents and warrants that the
foregoing, if held, invested and disposed of by the: Escrow Agent in accordance with this Agreement,
will be sufficient, without the need for any further imi'estrnent or reinvestment, to make all payments
required under this Agreement. The Escrow Agent has not and is under no obligation to determine
whether the amounts depositl~d hereundt:r are or will be suffìcie:nt to make all of the payments directed
to be made hereunder.
2. Acceptance of Escrow. The Escrow Agent acknowledges receipt of the escrow deposit
hereunder and accepts the responsibilitie:s imposed on it by this Agreement.
3. Application oJ Escrow DI~posit. There is h~reby created 'by the City and ordered
established with the Escrow Agent an account hereby designate:d, "City of Muskego Escrow Account"
(the "Escrow Account").
The Escrow Agent shall deposit the amount described above in the Escrow Account to be used
as follows:
a) $ to be used to purchase thl~ $ principal amount of
United States Treasury Certificates ofIndebtedness,Notes and/or Bonds - State and Local Government
Series ("SLGs"), described on the attached Exhibit B.L pay for the SLGs from monies in the Escrow
Account and hold the SLGs in the Escrow Account; {$___ from Bond Proceeds and $
from Funds);
b) $ to be used to establish a beginning cash balance in the Escrow
from Bond Proceeds and $_____from Funds); and Account ($
c) $_ to be used to pay the Issuance Expenses set forth on the attached'
Exhibit C-I, which the Escrow Agent is hereby authorized to pay.
Except as set forth in Section 8 hereof, the: Escrow Account (other than the cash held pursuant
to subsection (b) above) shall remain invested in the SLG~;, and the Escrow Agent shall not sell or
otherwise dispose of the SLOs.
The Escrow Account cash flow prepared by the Aecoufltant defined below is set forth on
Exhibit D-l.
Except as set forth in Section 8 hereof, no reinvestment of amounts on deposit in the Escror
Account shall be permitted.
The Escrow Agent shall apply the monies in thc~ E:~crow Account to the payment of the
Refunded Obligations in the amounts set forth on the: attached J~xhibit A-I.
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Dunbar, Breitweiser & Co., LLP, Bloomington., Illinois., a firm of independent accountants (the
"Accountant"), has delivered to the City, the Escrow Agent, , the bond insurer for the Refunding
Obligations, if any, and Quarles & Brady LLP, for their purposes, a report stating that the firm has
reviewed the arithmetical accuracy of certain computations based on assumptions relating to the
sufficiency of forecasted net cash flow from the Unikd States governmènt securities (paragraph (a)
above) and any initial cash d,eposit (paragraph (b) above) to pay the principal of and interest (if any) on
the Refunded Obligations when due as described on .~~~hibit A-i. Based upon the summarized data
presented in its report and thl~ assumption that the principal and interest payments on the United States
government securities are deposited in the Escrow Account when due, in its opinion, the proceeds from
the United States government securities, plus any initial cash deposit will be sufficient for the timely
payment of principal and int(~rest, when due, on the Refunded Obligations.
If at any time it shall appear to the Escrow Agent that the money in the Escrow Account will
not be sufficient to make any required payments clue to the holders of the Refunded Obligations, the
Escrow Agent shall immediately notify the City. Upon receipt of such notice, the City shall forthwith
transmit to the Escrow Agent for deposi't in the Escrow Account from legally available funds such
additional monies as may be required to make any such payment.
4. Redemption ofthe Refunded Oblil@!!mtâ. Pursuant to the Resolution, the City has
heretofore called the Refundl~d Obligations maturing in the years 2009 through 2017 for redemption
and authorized and directed the Escrow Agent to give: notice of said intended redemption of the
Refunded Obligations by providing appropriate n()tic:c~ (in substantially the form attached hereto as
Exhibit E-l ) in the manner and at the times set forth on Exhibit E-I, and the Escrow Agent hereby
agrees to give such notice.
5. Notice of Advance Refunding of the Refunded Obligations. The Escrow Agent is hereby
directed and agrees to provide to the owners of the RefUnded Obligations a Notice of Advance Refunding
and Redemption, in substantially the form attache:d ht~reto as Exhibit F -1, as soon as practicable after the
closing for the Refunding Obligations. The Notic:e of Advance Refunding and Redemption shall also be
provided to any fiscal agent for the Refunded Obligations and to the nationally recognized municipal
securities information repositories (NlUv1SIRs), the MSRB and to DTC and any other depositories as
described in Exhibit F-l.
6. The Escrow Agent.
a) Annual RepOIt. The Escrow Agent shall, Ì:1 the month of February of each year while
this Agreement is in effect, and as soon as practicable: after termination of this Agreement, forward by
first class mail to'the City a report of the: receipts, im:ome, investments, reinvestments, redemptions
and payments of and from the Escrow Account during the preceding calendar year, including in such
report a statement, as of the t:nd of the preceding <calc~ndar year, regarding the manner in which it has
carried out the requirements of this Agn:ement. The City shall have the right, at any time during
business hours, to examine all of the Es(:row Agent's records regarding the status and details of the
Escrow Account.
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b) Separate Funds: Accountability. Except as othelwise permitted under Section 3 hereof,
the Escrow Agent shall keep all monies, securities and other properties deposited hereunder, all
investments and all interest thereon and profits th(~refrom, at all times iIi a special fund and separate
trust account, wholly segregated from all other funds and 8ecurities on deposit with it; shall never
commingle such deposits, investments and proceeds with other funds or securities of the Escrow
Agent; and shall never at any time use, pledge, loan or borrow the same in any way. The fund
established hereunder shall be held separately and distincty and not commingled with any other such
fund. Nothing herein contained shall be construed as requiring the Escrow Agent to keep the identical
monies, or any part thereof, received from or for the Escrow Account, on hand, but monies of an equal
amount shall always be maintained on hand as funds hdd by thl;: Escrow Agent, belonging to the City,
and a special account thereof, evidencing such fact, shall at all times be maintained on the books of the
Escrow Agent. All uninvesttd money held at any time in the E:5croW Account shall be continuously
secured by the deposit in a Federal Reserve Bank or direct obligations of the United States of America
in a principal amount always not less than the tota.l amount of uninvested money in the Escrow
Account. It is understood and agreed that the responsibility of the Escrow Agent under this Agreement
is limited to the safekeeping and segregation of the monies and securities deposited with it for the
Escrow Account, and the collection of and accounting for the principal and interest payable with
respect thereto.
In the event the Escrow Agent due to any action or inacltion required hereunder is unable or
fails to account for any property held hereunder, such property shall be and remain the property of the
City, and if, for any reason such property cannot he identified, all other assets of the Escrow Agent
shall be impressed with a trust for the anlount thereof and the City shall be entitled to the preferred
claim upon such assets enjoyed by any trust beneficiary. Property held by the Escrow Agent hereunder
shall not be deemed to be a banking deposit of th~: City to the extent that the Escrow Agent shall have
no right or title with respect thereto (including any right of set-oft) and the City shall have no right of
withdrawal thereof.
c) Liability. Escrow Agent shall be under no obligation to inquire into or be in any way
responsible for the performance or nonperformanc;e by the City or any paying agent of any of its
obligations, or to protect any of the City's rights under any bond proceeding or any of the City's other
contracts with or franchises or privileges from any staltc~, count)', municipality or other governmental
agency or with any person. Escrow Agent shall not be liable for any act done or step taken or omitted
by it, as Escrow Agent, or for any mistake of fact or law, or for anything which it may do or refrain
from doing in good faith and in the exerdse of reasonable care and believed by it to be within the
discretion or power conferred upon it by this Agæeffil;:nt, except for its negligence or its default in the
performance of any obligation imposed upon it h~:retmder. Escrow Agent shall not be responsible in
any manner whatsoever for the recitals or statements çontained herein, including without limitation
those as to the sufficiency of the trust deposit to accomplish the purposes hereof or in the Refunded
Obligations or the Refunding Obligations or in any proceedings taken in connection therewith, but they
are made solely by the City.
d) Resignations: Successor Escrow Aw~t. E~;crow Agent may at any time resign by
giving not less than 60 days written noti<;;e to the City. Upon giving such notice of resignation, the
resigning Escrow Agent may petition any court of competent jurisdiction for the appointment of a
successor escrow agent. Such court may thereupon, after such notice, if any, as it may deem proper
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QBMKE\5897872.1
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and prescribes, appoint a successor escrow agent of comparable qualifications to those of the resigning
Escrow Agent. The resignation of the Escrow Agent shall take effect only upon the appointment of a
successor escrow agent and such successor escrow agent's acceptance of such appointment.
Any successor escrow agent shall be a state or national bank, have full banking and trust
powers, and have a combined capital and surplus .of at :!eæòt $5,000,000.
Any successor escrow agent shall execute, acknowledge and deliver to the City and to its
predecessor escrow agent an instrument accepting suc:h appointment hereunder, and thereupon the
resignation of the predecessor escrow agent shall become ,~ffective and such successor escrow agent,
without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effi~(:t a:5 if oliginally named as escrow agent herein;
but nevertheless, on written request of the City or on the request of the successor escrow agent, the
escrow agent ceasing to act shall execute and deliver an instrument transferring to such successor
escrow agent, upon the terms herein expressed, all the lights, power, and duties of the escrow agent so
ceasing to act. Upon the request of any such successor eserow agent, the City shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to such successor escrow
agent all such rights, powers and duties. Any predec<::ssor escrow agent shall pay over to its successor
escrow agent a proportional part of the Escrow Agent's fe(~ hereunder.
e) Fees. The Es(;row Agent acknowledge~s receipt from the City the sum of
DOLLARS ($ ) as and for full
compensation for all services to be performed by it as the Escrow Agent under this Agreement. Any
out-of-pocket expenses including legal fees and publication co~:ts will be paid by the City as incurred.
The Escrow Agent expressly waives any lien upon or claim agclinst the monies and investments in the
Escrow Account.
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7. Arbitrage. The City has covenanted and agreed and the Escrow Agent hereby
covenants and agrees, to the ,extent any action is within its control and to its knowledge, to and for the
benefit of the holders of the Refunding Obligations and the RefUnded Obligations, that no investment
of the monies on deposit in the Escrow Account will be made in a manner that would cause the
Refunding Obligations or the;: Refunded Obligations to be "arbi.trage bonds" within the meaning of
Section 148 of the Code or any Regulations promulgat,~d or proposed thereunder.
In order to ensure continuing compliance with Section 148 of the Code and the Regulations, the
Escrow Agent agrees that it will not invc~st the cash balanc:e nor reinvest any cash received in payment
of the principal of and interest on the federal securities held in the Escrow Account nor redeem such
federal securities except as specifically j,rovided in Section 1 h~reof. Said prohibition on reinvestment
shall continue unless and until the City requests that s.uch reinv~stment be made and shall be restricted
to noncallable direct obligations of the United Sta.tes Trea:mry. Prior to any such request for
reinvestment of the proceeds from the fe:deral securities held in the Escrow Account, the City shall
provide to the Escrow Agent: (i) an opinion by an inde~pendent public accountant that after such
reinvestment the principal amount of the: substituted securities, together with the earnings thereon and
other available monies, will be sufficient to pay, as the same become due, any required interest ~ payments on the Refunding Obligations and all principal of, redemption premium where required, nd
interest on the Refunded Obligations which have not then previously been paid, and (ii) an unquali led
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QBMKE\5897872.1
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opinion of nationally recognized bond counsel to :the effect that (a) such reinvestment will not cause
the Refunding Obligations or the Refunded Obligations to be "alrbitrage bonds" within the meaning of
Section 148 of the Code and the Regulations in effect ther'~und(:r on the date of such reinvestment, and
(b) such reinvestment complies with the Constitution and laws of the State of Wisconsin and the
provisions of all relevant documents relating to the issUlan<:e of the Refunding Obligations and the
Refunded Obligations.
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8. Substitute Investments. At the written rl~quest oJ the City and upon compliance with the
conditions hereinafter stated, the Escrow Agent shall have the power to request the redemption of the
SLGs and to substitute direct obligations of, or obligatiom whkh are unconditionally guaranteed by,
the United States of America, which are not subject to redemption prior to maturity and which are
available for purchase with the proceeds derived from the dispo sition of the SLOs on the date of such
transaction. The Escrow Agent shall purchase such substitute obligations with the proceeds derived
from the sale, transfer, disposition or redemption of the SLOs. The transactions may be effected only
by simultaneous sale and purchase transactions, and only if (i) the amounts and dates on which the
anticipated transfers from the: Escrow Account to the fiscal agent or depository for the payment of the
principal of and interest on the Refunded Obligations will not be diminished or postponed thereby,
(ii) the Escrow Agent shall f(~ceive, at the expense: of the City, ,m opinion of a nationally recognized
firm of attorneys experienced in the area of munic:ipal finance to the effect that such disposition and
substitution would not cause any Refunded Obligations or Refunding Obligations to be "arbitrage
bonds" within the meaning of Section 148 of the Cod.~ and the Regulations thereunder; and (iii) the
Escrow Agent shall receive, at the expense of the City, a certifieation from an independent certified
public accountant that, after such transac:tion, the principal of and interest on the U.S. government
obligations in the Escrow Account will, together with oth(::r monies in the Escrow Account available
for such purpose, be sufficient at all tim(~s to pay, when dt.:.e, the principal of, redemption premium,
where required, and interest on the Refunded Oblitgations.
The City hereby covenants that no part of the monies or funds at any time in the Escrow
Account shall be used directly or indirectly to acquire ,my securities or obligations, the acquisition of
which would ca~se any Refunded Obligations or Refì.mding Obligations to be "arbitrage bonds" within
the meaning of Section 148 of the Code and the Regulations thereunder.
9. Miscellaneow!.
a) Third Party Beneficiaries. This Agre(~ment has been entered into by the City and the
Escrow Agent for the benefit of the holders of the Rdì.mding Obligations and the Refunded
Obligations, and is not revocable by the City or the Esc:row Agent, and the investments and other funds
deposited in the Escrow Account and all income therdrom havl~ been irrevocably appropriated for the
payment of interest on the Refunding Obligations wh.~n due and the payment and any redemption of
the Refunded Obligations and interest thereon whendUle, in accordance with this Agreement. This
Agreement shall be binding upon and shall inure to the benefit of the City and the Escrow Agent and
their respective successors and assigns. In addition, thiis Agreement shall constitute a third party
beneficiary contract for the benefit ofth~ owners oftlu: Refunding Obligations and the Refunded
Obligations. Said third party beneficiaries shall be entitled to enforce performance and observance by
the City and the Escrow Agent of the respective agree:ments and covenants herein contained as fully
and completely as if said third party beneficiaries were paJrties hereto.
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b) Severability. If any section, paragraph, clause or provision of this Agreement shall be
invalid or ineffective for any reason, the remaind{:r of this Agreement shall remain in full force and
effect, it being expressly hen:by agreed that the remainder of this Agreement would have been entered
into by the parties hereto notwithstanding any such invalidity.
c) Termination. This Agreement shaH t{:rminate upon the payment of all of the principal
of and interest on the Refunded Obligations. The parti,~s realize that some of the amounts hereunder
may remain upon termination. Any amounts remainilllg upon t{:rmination shall be returned to the City
for deposit in the account designated "Debt Servke FWld Account for $5,160,000 General Obligation
Refunding Bonds, dated June 1, 2006" created by th{: Resolution and used solely to pay the principal of
and interest on the Refunding Obligations. Termination of this Agreement shall not, of itself, have any
effect on the City's obligation to pay the Refunding Obligations and the Refunded Obligations in full in
accordance with the respective terms the:reof.
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d) Indemnificatic!!!. The Ci~y agrees to hold the Escrow Agent harmless and to indemnify
the Escrow Agent against any loss, liability, expenses (including attorney's fees and expenses), claims,
or demand arising out of or in connection with the: perÍl)ffilanCe of its obligations in accordance with
the provisions of this Agreement, except for gross negliìgence olr willful misconduct of the Escrow
Agent. The foregoing indemnities in this paragraph shall survive the resignation or removal of the
Escrow Agent or the termination of the Agreement.
e) Execution in Counterparts. This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original arid all of which shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their duly authorized officers on the date first above written.
CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
By:
Charles H. Damaske
Mayor
(SEAL)
By:
Janice Moyer
City Clerk
ASSOCIATED TRUST COMPANY, NATIONAL
ASSOCIATION,
GREEN SAY, WISCONSIN, as Agent
By:
(SEAL)
And:
-8..
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(Refunded Obligations)
EXHIBI'LA.- I.
Ci~y of Muskego, Wiscon~;in
General Obligation Corporate Purpose Bonds
Dated Declember 1, 1997
Debt Servicle Rt~quirements
(See Attaçhed)
* To be called for prior payment at 100% on June J, 2008 and are th,~ only Jlortion of the Prior Issue subject to the terms of this Escrow
Agreement.
Depository: The Depository Trust Company
New York, New York
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EXHIBITB-L
u.s. TREASURX1;ECURlTIES
(State and Local Govl~m:ment Series)
For Delivery June I, 2006
(See Attached Subscription Forms)
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EXHIBITC-L
AUTHOIUZED ISSU~\.NCE EXPENSES
Escrow Agent,
Associated Trust Company, National Assm;iation,
Green Bay, Wisconsin
Escrow Verification,
Dunbar, Breitweiser & Co., LLP, Bloomingtoll1l, Illinois
Legal Opinion,
Quarles & Brady LLP, Milwaukee, Wisconsin
Rating Fee,
Moody's Investors Service Inc.,
New York, New York
Printing,
Miscellaneous
Total:
$
$
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ESCROW ACCO~[J CASH FLOW
(SEE ATTACHED)
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EXH][B n::"E-l
. NOTICE OF Fl~~-L CALJ~ *
Regarding
CITY OF MUSKEGO
WAUKESHA COUNTY, WISCONSrN
GENERAL OBLIGATION CORPORATE PURPOSE BONDS
DATED DECEMBER 1, 1997
NOTICE IS HEREBY GIVEN that the Bonds of the above-referenced issue which mature on
the dates and in the amounts; bear interest at the rates; (md have CUSIP Nos. as set forth below have
been called by the City for prior payment on June 1, 2008 at the principal amount thereof plus accrued
interest to the date of prepayment:
Maturity Date Principal Amoun1, Interest Rate CUSIPNo.
6/01109 $450,000 4.80% 627636LWI
6/01110 475,000 4.80 627636LX9
6/01/11 500,000 4.85 627636LY7
6/01/12 525,000 4.85 627636LZ4
6/01/13 550,000 4.85 627636MA8
6/01114 600,000 4.90' 627636MB6
6/01/15 625,000 5.00 627636MC4
. 6/01/16 675,000 5.00 627636MD2
6/01117 700,000 5.00 627636MEO
The City's Escrow Agent shaH deposit federal or other immediately available funds sufficient for such
redemption at the office of The Depository Trust Company on or before June 1,2008.
Said Bonds will cease to bear interest on Jum~ 1, 2008.
By Order of the
Common Council
City of Musk,ego
City Clerk
Dated
· To be provided by re~istef(:d or certified mail to The Depository Trust C)mpany, AUn: Supervisor, Call Notification
Department, 55 Water Street, sot Floor, New York, NY 10041-0099, not less than thirty (30) days nor more than sixty (60) days prior to
June 1,2008 and to nationally recognized municipal securities information repositories (NRMSIRs), the MSRB and any other
depositories. Notice shall also be provided to MBIA Insurance Corporation, the bond insurer of the Bonds maturing in the years 2013
through 2017.
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EXHffiIT.F-I.
NOTICE OF ADVANCE REFUNDIl'JG AND REDEMPTION
OF THE GENERAL OBLIGATION CORPORATE PURPOSE BONDS. DATED DECEMBER]. ] 997
OF THE CITY OF MUSKEGO, WI~~rONSIN (THE"] 997 BONDS")
Notice is given that the 1997 Bonds described bdow (the "Refunded Obligations")", of the City of
Muskego, Wisconsin (the "City") have been advance refunded by the City pursuant to an Escrow Agreement
dated the 1 st day of June, 2006 between the City and Associated Trust Company, National Association, Green
Bay, Wisconsin (the "Escrow Agent").
Maturity Date Principal Amounl; Interest Rate CUSIP No.
6/01/09 $450,000 4.80% 627636LWI
6/01/10 475,000 4.80 627636LX9
6/0]/1 ] 500,000 4.85 627636LY7
6/0]/12 525,000 4.85 627636LZ4
6/0]/13 550,000 4.85 627636MA8
6/01/14 600,000 4.90 627636MB6
6/01/15 625,000 5.00 627636MC4
6/01/16 675,000 5.00 627636MD2
6/01/17 700,000 5.00 627636MEO
The City has instructed the Escrow Agent to çalllthe Refunded Obligations maturing on 2009 and
thereafter for redemption on June 1,2008. The City has ÜTI~vocably deposited United States government
securities and cash in escrow with the Escrow Agent in an amount which, together with investment income on it,
is sufficient to pay the interest on the Refunded Obligations up to and including June], 2008 and to redeem the
Refunded Obligations on June I, 2008 at a price of par plus accrued interest to June I, 2008. Interest on the
Refunded Obligations will cease to accrue on June 1,2008.
Dated: June 6, 2006.
Associated Trust Company, National Association
as Escrow Agent
.
As soon as practicable after the dosing for tht: Refunding Obligations, notice shall be provided to the registered owners
of the Refunded Obligations, to' al1ty fiscal agent for the Refundf:d Obligations and to nationally recognized municipal
securities information repositories (NRMSIRs), the MSRB and to The Depository Trust Company and any other
depositories. Notice shall also be provided to MB]A Insurance: Corporation, the bond insurer of the Bonds maturing in the
years 2013 through 20]7.
.. If the Refunded Obligations are: subject to tht: continuing disdosure requirements of SEC Rule] 5c2-12 effective July 3,
1995, this Notice should be filed with the MSRB using Material[ Events NOl:ice Cover Sheet available at
htto://www.msrb.org/msrbl/cdi/odf/Generic Cover Sheet ancUnstructions.odf
... Indicates refunding of full CUSIP.
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