CCR2018060-GO Bonds
AMENDED
COMMON COUNCL – CITY OF MUSKEGO
RESOLUTION NO. 060-2018
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
$24,230,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2018A
WHEREAS, on June 12, 2018, the Common Council of the City of Muskego, Waukesha
County, Wisconsin (the "City") adopted a resolution entitled "Resolution Providing for the Sale
of Approximately $24,185,000 General Obligation Refunding Bonds" (the "Set Sale
Resolution"), providing for the sale of General Obligation Refunding Bonds, Series 2018A (the
"Bonds") for the public purpose of refunding obligations of the City, including interest on them,
specifically, the Water System Revenue Bonds, dated September 1, 2008 (the "2008 Bonds"); the
General Obligation Promissory Notes, Series 2016A, dated July 26, 2016 (the "2016 Notes");
and the Note Anticipation Notes, Series 2017A, dated December 27, 2017 (the "2017 Notes")
(collectively, the "Refunded Obligations") (hereinafter the refinancing of the Refunded
Obligations shall be referred to as the "Refunding");
WHEREAS, the Common Council deems it to be necessary, desirable and in the best
interest of the City to refund the Refunded Obligations for the purpose of achieving debt service
cost savings and providing permanent financing for the projects financed by the 2016 Notes and
the 2017 Notes;
WHEREAS, the City is authorized by the provisions of Section 67.04, Wisconsin
Statutes, to borrow money and issue general obligation bonds to refinance its outstanding
obligations; and
WHEREAS, it is the finding of the Common Council that it is necessary, desirable and in
the best interest of the City to sell such Bonds to Hutchinson, Shockey, Erley & Co. (the
"Purchaser"), pursuant to the terms and conditions of its bond purchase proposal attached hereto
as Exhibit A and incorporated herein by this reference (the "Proposal").
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City that:
Section 1. Authorization and Sale of the Bonds. For the purpose of paying the cost of
the Refunding, there shall be borrowed pursuant to Section 67.04, Wisconsin Statutes, the
principal sum of TWENTY-FOUR MILLION TWO HUNDRED THIRTY THOUSAND
DOLLARS ($24,230,000) from the Purchaser in accordance with the terms and conditions of the
Proposal. The Proposal is hereby accepted and the Mayor and City Clerk or other appropriate
officers of the City are authorized and directed to execute an acceptance of the Proposal on
behalf of the City. To evidence the obligation of the City, the Mayor and City Clerk are hereby
authorized, empowered and directed to make, execute, issue and sell to the Purchaser for, on
behalf of and in the name of the City, its general obligation bonds (the "Bonds") aggregating the
principal amount of TWENTY-FOUR MILLION TWO HUNDRED THIRTY THOUSAND
DOLLARS ($24,230,000) for the sum set forth on the Proposal, plus accrued interest to the date
of delivery.
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Section 2. Terms of the Bonds. The Bonds shall be designated "General Obligation
Refunding Bonds, Series 2018A"; shall be issued in the aggregate principal amount of
$24,230,000; shall be dated August 1, 2018; shall be in the denomination of $5,000 or any
integral multiple thereof; shall be numbered R-1 and upward; and shall bear interest at the rates
per annum and mature on June 1 of each year, in the years and principal amounts as set forth on
the Pricing Summary attached hereto as Exhibit B-1 and incorporated herein by this reference.
Interest shall be payable semi-annually on June 1 and December 1 of each year commencing on
June 1, 2019. Interest shall be computed upon the basis of a 360-day year of twelve 30-day
months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board.
The schedule of principal and interest payments due on the Bonds is set forth on the Debt
Service Schedule attached hereto as Exhibit B-2 and incorporated herein by this reference (the
"Schedule").
Section 2A. Designation of Maturities. For purposes of State law, the Bonds of the
earliest maturities are designated as being issued to pay and discharge the debt incurred by the
City through the issuance of the 2016 Notes.
Section 3. Redemption Provisions. The Bonds maturing on June 1, 2028 and thereafter
are subject to redemption prior to maturity, at the option of the City, on June 1, 2027 or on any
date thereafter. Said Bonds are redeemable as a whole or in part, and if in part, from maturities
selected by the City, and within each maturity by lot, at the principal amount thereof, plus
accrued interest to the date of redemption.
If the Proposal specifies that any of the Bonds are subject to mandatory redemption, the
terms of such mandatory redemption shall be set forth on an attachment hereto as Exhibit MRP
and incorporated herein by this reference. Upon the optional redemption of any of the Bonds
subject to mandatory redemption, the principal amount of such Bonds so redeemed shall be
credited against the mandatory redemption payments established in Exhibit MRP for such Bonds
in such manner as the City shall direct.
Section 4. Form of the Bonds. The Bonds shall be issued in registered form and shall be
executed and delivered in substantially the form attached hereto as Exhibit C and incorporated
herein by this reference.
Section 5. Tax Provisions.
(A) Direct Annual Irrepealable Tax Levy. For the purpose of paying the
principal of and interest on the Bonds as the same becomes due, the full faith, credit and
resources of the City are hereby irrevocably pledged, and there is hereby levied upon all of the
taxable property of the City a direct annual irrepealable tax in the years 2018 through 2037 for
payments due in the years 2019 through 2038 in the amounts set forth on the Schedule.
(B) Tax Collection. So long as any part of the principal of or interest on the
Bonds remains unpaid, 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 onto the tax roll of the City
and collected in addition to all other taxes and in the same manner and at the same time as other
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taxes of the City for said years are collected, except that the amount of tax carried onto the tax
roll may be reduced in any year by the amount of any surplus money in the Debt Service Fund
Account created below.
(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 Bonds 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.
Section 6. Segregated Debt Service Fund 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. Debt service or 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 hereby is established a separate and distinct account
designated as the "Debt Service Fund Account for General Obligation Refunding Bonds, Series
2018A" (the "Debt Service Fund Account") and such account shall be maintained until the
indebtedness evidenced by the Bonds is fully paid or otherwise extinguished. There shall be
deposited into the Debt Service Fund Account (i) all accrued interest received by the City at the
time of delivery of and payment for the Bonds; (ii) any premium not used for the Refunding
which may be received by the City above the par value of the Bonds and accrued interest
thereon; (iii) all money raised by the taxes herein levied and any amounts appropriated for the
specific purpose of meeting principal of and interest on the Bonds when due; (iv) such other
sums as may be necessary at any time to pay principal of and interest on the Bonds when due; (v)
surplus monies in the Borrowed Money Fund as specified below; and (vi) such further deposits
as may be required by Section 67.11, Wisconsin Statutes.
(B) Use and Investment. No money shall be withdrawn from the Debt Service
Fund 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 the Bonds
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 permitted by law; and (ii) any funds over
and above the amount of such principal and interest payments on the Bonds may be used to
reduce the next succeeding tax levy, or may, at the option of the City, be invested by purchasing
the Bonds as permitted by and subject to Section 67.11(2)(a), Wisconsin Statutes, or in permitted
municipal investments under the pertinent provisions of the Wisconsin Statutes ("Permitted
Investments"), which investments shall continue to be a part of the Debt Service Fund Account.
Any investment of the Debt Service Fund Account shall at all times conform with the provisions
of the Internal Revenue Code of 1986, as amended (the "Code") and any applicable Treasury
Regulations (the "Regulations").
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(C) Remaining Monies. When all of the Bonds have been paid in full and
canceled, and all Permitted Investments disposed of, any money remaining in the Debt Service
Fund Account shall be transferred and deposited in the general fund of the City, unless the
Common Council directs otherwise.
Section 7. Proceeds of the Bonds; Segregated Borrowed Money Fund. The proceeds of
the Bonds (the "Bond Proceeds") (other than any premium not used for the Refunding and
accrued interest which must be paid at the time of the delivery of the Bonds into the Debt Service
Fund Account created above) shall be deposited into a special fund separate and distinct from all
other funds of the City and disbursed solely for the purpose or purposes for which borrowed or
for the payment of the principal of and the interest on the Bonds. Monies in the Borrowed
Money Fund may be temporarily invested in Permitted Investments. Any monies, including any
income from Permitted Investments, remaining in the Borrowed Money Fund after the purpose
or purposes for which the Bonds have been issued have been accomplished, and, at any time, any
monies as are not needed and which obviously thereafter cannot be needed for such purpose(s)
shall be deposited in the Debt Service Fund Account.
Section 8. No Arbitrage. All investments made pursuant to this Resolution shall be
Permitted Investments, but no such investment shall be made in such a manner as would cause
the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or the
Regulations and an officer of the City, charged with the responsibility for issuing the Bonds,
shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the
date of delivery of the Bonds to the Purchaser which will permit the conclusion that the Bonds
are not "arbitrage bonds," within the meaning of the Code or Regulations.
Section 9. Compliance with Federal Tax Laws. (a) The City represents and covenants
that the projects financed by the Bonds and by the Refunded Obligations and the ownership,
management and use of the projects will not cause 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 limitation, making or permitting any use of the proceeds of the Bonds) if
taking, permitting or omitting to take such action would cause any of the Bonds to be an
arbitrage bond or a private activity bond within the meaning of the Code or would otherwise
cause interest on the Bonds to be included in the gross income of the recipients thereof for
federal income tax purposes. The City Clerk or other officer of the City charged with the
responsibility of issuing the Bonds shall provide an appropriate certificate of the City certifying
that the City can and covenanting that it will comply with the provisions of the Code and
Regulations.
(b) The City also covenants to use its best efforts to meet the requirements and
restrictions of any different or additional federal legislation which may be made applicable to the
Bonds provided that in meeting such requirements the City will do so only to the extent
consistent with the proceedings authorizing the Bonds and the laws of the State of Wisconsin and
to the extent that there is a reasonable period of time in which to comply.
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Section 10. Execution of the Bonds; Closing; Professional Services. The Bonds shall be
issued in printed form, executed on behalf of the City by the manual or facsimile signatures of
the Mayor and City Clerk, authenticated, if required, by the Fiscal Agent (defined below), sealed
with its official or corporate seal, if any, or a facsimile thereof, and delivered to the Purchaser
upon payment to the City of the purchase price thereof, plus accrued interest to the date of
delivery (the "Closing"). The facsimile signature of either of the officers executing the Bonds
may be imprinted on the Bonds in lieu of the manual signature of the officer but, unless the City
has contracted with a fiscal agent to authenticate the Bonds, at least one of the signatures
appearing on each Bond shall be a manual signature. In the event that either of the officers
whose signatures appear on the Bonds shall cease to be such officers before the Closing, such
signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as if they
had remained in office until the Closing. The aforesaid officers are hereby authorized and
directed to do all acts and execute and deliver the Bonds and all such documents, certificates and
acknowledgements as may be necessary and convenient to effectuate the Closing. The City
hereby authorizes the officers and agents of the City to enter into, on its behalf, agreements and
contracts in conjunction with the Bonds, including but not limited to agreements and contracts
for legal, trust, fiscal agency, disclosure and continuing disclosure, and rebate calculation
services. Any such contract heretofore entered into in conjunction with the issuance of the
Bonds is hereby ratified and approved in all respects.
Section 11. Payment of the Bonds; Fiscal Agent. The principal of and interest on the
Bonds shall be paid by Associated Trust Company, National Association, Green Bay, Wisconsin,
which is hereby appointed as the City's registrar and fiscal agent pursuant to the provisions of
Section 67.10(2), Wisconsin Statutes (the "Fiscal Agent"). The City hereby authorizes the
Mayor and City Clerk or other appropriate officers of the City to enter a Fiscal Agency
Agreement between the City and the Fiscal Agent. Such contract may provide, among other
things, for the performance by the Fiscal Agent of the functions listed in Wis. Stats. Sec.
67.10(2)(a) to (j), where applicable, with respect to the Bonds.
Section 12. Persons Treated as Owners; Transfer of Bonds. The City shall cause books
for the registration and for the transfer of the Bonds to be kept by the Fiscal Agent. The person
in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner
thereof for all purposes and payment of either principal or interest on any Bond shall be made
only to the registered owner thereof. All such payments shall be valid and effectual to satisfy
and discharge the liability upon such Bond to the extent of the sum or sums so paid.
Any Bond may be transferred by the registered owner thereof by surrender of the Bond at
the office of the Fiscal Agent, duly endorsed for the transfer or accompanied by an assignment
duly executed by the registered owner or his attorney duly authorized in writing. Upon such
transfer, the Mayor and City Clerk shall execute and deliver in the name of the transferee or
transferees a new Bond or Bonds of a like aggregate principal amount, series and maturity and
the Fiscal Agent shall record the name of each transferee in the registration book. No
registration shall be made to bearer. The Fiscal Agent shall cancel any Bond surrendered for
transfer.
The City shall cooperate in any such transfer, and the Mayor and City Clerk are
authorized to execute any new Bond or Bonds necessary to effect any such transfer.
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Section 13. Record Date. The 15th day of the calendar month next preceding each
interest payment date shall be the record date for the Bonds (the "Record Date"). Payment of
interest on the Bonds on any interest payment date shall be made to the registered owners of the
Bonds as they appear on the registration book of the City at the close of business on the Record
Date.
Section 14. Utilization of The Depository Trust Company Book-Entry-Only System. In
order to make the Bonds eligible for the services provided by The Depository Trust Company,
New York, New York ("DTC"), the City agrees to the applicable provisions set forth in the
Blanket Issuer Letter of Representations, which the City Clerk or other authorized representative
of the City is authorized and directed to execute and deliver to DTC on behalf of the City to the
extent an effective Blanket Issuer Letter of Representations is not presently on file in the City
Clerk's office.
Section 15. Official Statement. The Common Council hereby approves the Preliminary
Official Statement with respect to the Bonds and deems the Preliminary Official Statement as
"final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the Securities and
Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the "Rule"). All
actions taken by officers of the City in connection with the preparation of such Preliminary
Official Statement and any addenda to it or final Official Statement are hereby ratified and
approved. In connection with the Closing, the appropriate City official shall certify the
Preliminary Official Statement and any addenda or final Official Statement. The City Clerk shall
cause copies of the Preliminary Official Statement and any addenda or final Official Statement to
be distributed to the Purchaser.
Section 16. Undertaking to Provide Continuing Disclosure. The City hereby covenants
and agrees, for the benefit of the owners of the Bonds, to enter into a written undertaking (the
"Undertaking") if required by 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 owners of the Bonds or
by the Purchaser on behalf of such owners (provided that the rights of the owners and the
Purchaser 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).
To the extent required under the Rule, the Mayor and 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 17. Redemption and Payment of the Refunded Obligations. (a) The 2008 Bonds
and the 2016 Notes are hereby called for prior payment and redemption on August 2, 2018 at a
price of par plus accrued interest to the date of redemption.
The City hereby directs the City Clerk to work with the Purchaser to cause timely notice
of redemption, in substantially the forms attached hereto as Exhibits D-1 and D-2 and
incorporated herein by this reference (the "Notices"), to be provided at the times, to the parties
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and in the manner set forth on the Notices. Any and all actions heretofore taken by the officers
and agents of the City to effectuate the redemption of the 2008 Bonds and the 2016 Notes are
hereby ratified and approved.
(b) Proceeds of the Bonds shall be applied to payment of the 2017 Notes on their
September 1, 2018 maturity date.
Section 18. Record Book. The City Clerk shall provide and keep the transcript of
proceedings as a separate record book (the "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 the
Bonds in the Record Book.
Section 19. Bond Insurance. If the Purchaser determines to obtain municipal bond
insurance with respect to the Bonds, the officers of the City are authorized to take all actions
necessary to obtain such municipal bond insurance. The Mayor and City Clerk are authorized to
agree to such additional provisions as the bond insurer may reasonably request and which are
acceptable to the Mayor and City Clerk including provisions regarding restrictions on investment
of Bond proceeds, the payment procedure under the municipal bond insurance policy, the rights
of the bond insurer in the event of default and payment of the Bonds by the bond insurer and
notices to be given to the bond insurer. In addition, any reference required by the bond insurer to
the municipal bond insurance policy shall be made in the form of Bond provided herein.
Section 20. Conflicting Resolutions; Severability; Effective Date. All prior resolutions,
rules or other actions of the Common Council or any parts thereof in conflict with the provisions
hereof shall be, and the same are, hereby rescinded insofar as the same may so conflict. In the
event that any one or more provisions hereof shall for any reason be held to be illegal or invalid,
such illegality or invalidity shall not affect any other provisions hereof. The foregoing shall take
effect immediately upon adoption and approval in the manner provided by law.
Adopted, approved and recorded June 26, 2018.
_____________________________
Kathy Chiaverotti
Mayor
ATTEST:
____________________________
Sharon Mueller
City Clerk
(SEAL)
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EXHIBIT A
Bond Purchase Proposal
To be provided by the Purchaser and incorporated into the Resolution.
(See Attached)
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EXHIBIT B-1
Pricing Summary
To be provided by the Purchaser and incorporated into the Resolution.
(See Attached)
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EXHIBIT B-2
Debt Service Schedule and Irrepealable Tax Levies
To be provided by the Purchaser and incorporated into the Resolution.
(See Attached)
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EXHIBIT MRP
Mandatory Redemption Provision
The Bonds due on June 1, 2034 and 2038 (the "Term Bonds") are subject to mandatory
redemption prior to maturity by lot (as selected by the Depository) at a redemption price equal to
One Hundred Percent (100%) of the principal amount to be redeemed plus accrued interest to the
date of redemption, from debt service fund deposits which are required to be made in amounts
sufficient to redeem on June 1 of each year the respective amount of Term Bonds specified
below:
For the Term Bonds Maturing on June 1, 2034
Redemption
Date Amount
06/01/2033 $2,050,000
06/01/2034 2,130,000 (maturity)
For the Term Bonds Maturing on June 1, 2038
Redemption
Date Amount
06/01/2037 $2,385,000
06/01/2038 2,480,000 (maturity)
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EXHIBIT C
(Form of Bond)
UNITED STATES OF AMERICA
REGISTERED STATE OF WISCONSIN DOLLARS
WAUKESHA COUNTY
NO. R-___ CITY OF MUSKEGO $_______
GENERAL OBLIGATION REFUNDING BOND, SERIES 2018A
MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP:
June 1, _____ August 1, 2018 ____% ______
DEPOSITORY OR ITS NOMINEE NAME: CEDE & CO.
PRINCIPAL AMOUNT: _______________________ THOUSAND DOLLARS
($__________)
FOR VALUE RECEIVED, the City of Muskego, Waukesha County, Wisconsin (the
"City"), hereby acknowledges itself to owe and promises to pay to the Depository or its Nominee
Name (the "Depository") identified above (or to registered assigns), on the maturity date
identified above, the principal amount identified above, and to pay interest thereon at the rate of
interest per annum identified above, all subject to the provisions set forth herein regarding
redemption prior to maturity. Interest shall be payable semi-annually on June 1 and December 1
of each year commencing on June 1, 2019 until the aforesaid principal amount is paid in full.
Both the principal of and interest on this Bond are payable to the registered owner in lawful
money of the United States. Interest payable on any interest payment date shall be paid by wire
transfer to the Depository in whose name this Bond is registered on the Bond Register
maintained by Associated Trust Company, National Association, Green Bay, Wisconsin (the
"Fiscal Agent") or any successor thereto at the close of business on the 15th day of the calendar
month next preceding each interest payment date (the "Record Date"). This Bond is payable as
to principal upon presentation and surrender hereof at the office of the Fiscal Agent.
For the prompt payment of this Bond together with interest hereon as aforesaid and for
the levy of taxes sufficient for that purpose, the full faith, credit and resources of the City are
hereby irrevocably pledged.
This Bond is one of an issue of Bonds aggregating the principal amount of $24,230,000,
all of which are of like tenor, except as to denomination, interest rate, maturity date and
redemption provision, issued by the City pursuant to the provisions of Section 67.04, Wisconsin
Statutes, for the public purpose of refunding certain obligations of the City, as authorized by a
resolution adopted on June 26, 2018. Said resolution is recorded in the official minutes of the
Common Council for said date.
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The Bonds maturing on June 1, 2028 and thereafter are subject to redemption prior to
maturity, at the option of the City, on June 1, 2027 or on any date thereafter. Said Bonds are
redeemable as a whole or in part, and if in part, from maturities selected by the City, and within
each maturity by lot (as selected by the Depository), at the principal amount thereof, plus
accrued interest to the date of redemption.
The Bonds maturing in the years 2034 and 2038 are also subject to mandatory
redemption by lot as provided in the resolution authorizing the issuance and sale of the Bonds, at
the redemption price of par plus accrued interest to the date of redemption and without premium.
In the event the Bonds are redeemed prior to maturity, as long as the Bonds are in
book-entry-only form, official notice of the redemption will be given by mailing a notice by
registered or certified mail, overnight express delivery, facsimile transmission, electronic
transmission or in any other manner required by the Depository, to the Depository not less than
thirty (30) days nor more than sixty (60) days prior to the redemption date. If less than all of the
Bonds of a maturity are to be called for redemption, the Bonds of such maturity to be redeemed
will be selected by lot. Such notice will include but not be limited to the following: the
designation, date and maturities of the Bonds called for redemption, CUSIP numbers, and the
date of redemption. Any notice provided as described herein shall be conclusively presumed to
have been duly given, whether or not the registered owner receives the notice. The Bonds shall
cease to bear interest on the specified redemption date provided that federal or other immediately
available funds sufficient for such redemption are on deposit at the office of the Depository at
that time. Upon such deposit of funds for redemption the Bonds shall no longer be deemed to be
outstanding.
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 Bond have been done,
have existed and have been performed in due form and time; that the aggregate indebtedness of
the City, including this Bond and others issued simultaneously herewith, does not exceed any
limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual
irrepealable tax has been levied sufficient to pay this Bond, together with the interest thereon,
when and as payable.
This Bond is transferable only upon the books of the City kept for that purpose at the
office of the Fiscal Agent, only in the event that the Depository does not continue to act as
depository for the Bonds, and the City appoints another depository, upon surrender of the Bond
to the Fiscal Agent, by the registered owner in person or his duly authorized attorney, together
with a written instrument of transfer (which may be endorsed hereon) satisfactory to the Fiscal
Agent duly executed by the registered owner or his duly authorized attorney. Thereupon a new
fully registered Bond in the same aggregate principal amount shall be issued to the new
depository in exchange therefor and upon the payment of a charge sufficient to reimburse the
City for any tax, fee or other governmental charge required to be paid with respect to such
registration. The Fiscal Agent shall not be obliged to make any transfer of the Bonds (i) after the
Record Date, (ii) during the fifteen (15) calendar days preceding the date of any publication of
notice of any proposed redemption of the Bonds, or (iii) with respect to any particular Bond,
after such Bond has been called for redemption. The Fiscal Agent and City may treat and
consider the Depository in whose name this Bond is registered as the absolute owner hereof for
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the purpose of receiving payment of, or on account of, the principal or redemption price hereof
and interest due hereon and for all other purposes whatsoever. The Bonds are issuable solely as
negotiable, fully-registered Bonds without coupons in the denomination of $5,000 or any integral
multiple thereof.
This Bond shall not be valid or obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Fiscal Agent.
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 City of Muskego, Waukesha County, Wisconsin, by its
governing body, has caused this Bond to be executed for it and in its name by the manual or
facsimile signatures of its duly qualified Mayor and City Clerk; and to be sealed with its official
or corporate seal, if any, all as of the original date of issue specified above.
CITY OF MUSKEGO
WAUKESHA COUNTY, WISCONSIN
By: ______________________________
Kathy Chiaverotti
Mayor
(SEAL)
By: ______________________________
Sharon Mueller
City Clerk
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Date of Authentication: _______________, ______
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue authorized by the within-mentioned resolution
of the City of Muskego, Waukesha County, Wisconsin.
ASSOCIATED TRUST COMPANY,
NATIONAL ASSOCIATION,
GREEN BAY, WISCONSIN
By
Authorized Signatory
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
____________________________________________________________________________
(Name and Address of Assignee)
____________________________________________________________________________
(Social Security or other Identifying Number of Assignee)
the within Bond and all rights thereunder and hereby irrevocably constitutes and appoints
______________________________________, Legal Representative, to transfer said Bond on
the books kept for registration thereof, with full power of substitution in the premises.
Dated: _____________________
Signature Guaranteed:
_____________________________ ________________________________
(e.g. Bank, Trust Company (Depository or Nominee Name)
or Securities Firm)
NOTICE: This signature must correspond with the
name of the Depository or Nominee Name as it
appears upon the face of the within Bond in every
particular, without alteration or enlargement or any
change whatever.
____________________________
(Authorized Officer)
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EXHIBIT D-1
NOTICE OF FULL CALL*
CITY OF MUSKEGO
WAUKESHA COUNTY, WISCONSIN
WATER SYSTEM REVENUE BONDS, DATED SEPTEMBER 1, 2008
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; and have CUSIP Nos. as set
forth below have been called for prior payment on August 2, 2018 at a redemption price equal to
100% of the principal amount thereof plus accrued interest to the date of prepayment:
Maturity Date Principal Amount Interest Rate CUSIP No.
05/01/2020 $250,000 4.250% 627655CP6
05/01/2022 275,000 5.125 627655CR2
05/01/2024 300,000 5.250 627655CT8
05/01/2026 325,000 5.250 627655CV3
05/01/2028 375,000 5.250 627655CX9
Upon presentation and surrender of said Bonds to Associated Trust Company, National
Association, Green Bay, Wisconsin, the registrar and fiscal agent for said Bonds, the registered
owners thereof will be paid the principal amount of the Bonds plus accrued interest to the date of
prepayment.
Said Bonds will cease to bear interest on August 2, 2018.
By Order of the
Common Council
City of Muskego
City Clerk
Dated ________________________
_____________
* To be provided to Associated Trust Company, National Association, Green Bay, Wisconsin at least thirty-five (35) prior to
August 2, 2018. The registrar and fiscal agent shall be directed to give notice of such prepayment by registered or certified mail,
overnight express delivery, facsimile transmission or electronic transmission to The Depository Trust Company, Attn:
Supervisor, Call Notification Department, 570 Washington Blvd., Jersey City, NJ 07310, not less than thirty (30) days prior to
August 2, 2018 and to the MSRB electronically through the Electronic Municipal Market Access (EMMA) System website at
www.emma.msrb.org.
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EXHIBIT D-2
NOTICE OF FULL CALL*
CITY OF MUSKEGO
WAUKESHA COUNTY, WISCONSIN
GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2016A
NOTICE IS HEREBY GIVEN that the Notes of the above-referenced issue which
mature on the date and in the amount; bear interest at the rate; and have the CUSIP No. as set
forth below have been called for prior payment on August 2, 2018 at a redemption price equal to
100% of the principal amount thereof plus accrued interest to the date of prepayment:
Maturity Date Principal Amount Interest Rate CUSIP No.
09/01/2018 $7,125,000 2.25% 627636UW1
Upon presentation and surrender of said Notes to Associated Trust Company, National
Association, Green Bay, Wisconsin, the registrar and fiscal agent for said Notes, the registered
owners thereof will be paid the principal amount of the Notes plus accrued interest to the date of
prepayment.
Said Notes will cease to bear interest on August 2, 2018.
By Order of the
Common Council
City of Muskego
City Clerk
Dated ________________________
_____________
* To be provided to Associated Trust Company, National Association, Green Bay, Wisconsin, at least thirty-five (35) days prior
to August 2, 2018. The registrar and fiscal agent shall be directed to give notice of such prepayment by registered or certified
mail, overnight express delivery, facsimile transmission, electronic transmission or in any other manner required by The
Depository Trust Company, to The Depository Trust Company, Attn: Supervisor, Call Notification Department, 570 Washington
Blvd., Jersey City, NJ 07310, not less than thirty (30) days nor more than sixty (60) days prior to August 2, 2018 and to the
MSRB electronically through the Electronic Municipal Market Access (EMMA) System website at www.emma.msrb.org.
QB\\52838240.1