Number
111570
Version
Substitute 1
Sponsor
THE CHAIR
Title
Substitute resolution approving the form of the Preliminary Official Statement(s) used in connection with the sale of Multi-Modal Notes and Bonds.
Analysis
In connection with the sale of City debt, a Preliminary Official Statement is prepared and distributed to provide potential investors with information on the City. The rules of the Securities and Exchange Commission require that the governing body of the municipality review and approve the Official Statement for accuracy and completeness.
Body
Whereas, The City Comptroller has prepared a Preliminary Official Statement(s), the form(s) of which is(are) attached hereto, and will prepare an Official Statement(s), for the purpose of providing comprehensive financial and economic information respecting the City of Milwaukee in connection with the sale of the City of Milwaukee, Wisconsin, Multi-Modal Notes and Bonds (the “Offered Obligations”); and
Whereas, On June 20, 2012, pursuant to file number 111567 that authorized the issuance of the Offered Obligations, the Commissioners of the Public Debt approved agreements for the sale and remarketing of the Offered Obligations; and
Whereas, Financial and economic information has been compiled by the Office of the Comptroller from its annual financial report, property tax records maintained by the Assessor's Office and from other books and records of the City; and
Whereas, Concurrently with the delivery of the Offered Obligations, the City will deliver its certificates signed by its Comptroller stating that the descriptions and statements, including financial statements, as pertaining to the City contained in the Official Statements as of their dates and the date of sale and delivery of each Offered Obligation, were and are true and correct in all material respects and do not contain an untrue statement of a material fact or omit to state a material fact required to be included therein or necessary to make the statements contained therein in the light of circumstances in which they were made not misleading; and
Whereas, Such certificates will further confirm to the effect that insofar as the descriptions and statements including financial data, contained in the Official Statements of or pertaining to non-governmental bodies and governmental bodies other than the City are concerned, such descriptions, statements and data have been obtained from sources believed by the City to be reliable, and that the City has no reason to believe that they are untrue or incomplete in any material respect; and
Whereas, It is the intention of the Common Council to approve the aforementioned Preliminary Official Statement on the basis of the representations of the Comptroller to be included in the certificates signed by the Comptroller and delivered concurrently with the delivery of each Offered Obligation; and
Whereas, The City desires to use the Master Continuing Disclosure Certificate approved by Common Council File Number 100846 adopted on November 23, 2010 in connection with the issuance of the Offered Obligations; now, therefore, be it
Resolved, By the Common Council of the City of Milwaukee that the form of the Preliminary Official Statement(s) as attached hereto, and to be used in connection with the sale of the City of Milwaukee, Wisconsin, Multi-Modal Notes and Bonds (the “Offered Obligations”) be and hereby are approved; and, be it
Further Resolved, By the Common Council of the City of Milwaukee that the Preliminary Official Statement(s) was(were) and is(are) true and correct in all material respects and do not contain an untrue statement of a material fact or omit to state a material fact required to be included therein or necessary to make the statements contained therein in the light of circumstances in which they were made not misleading; and, be it
Further Resolved, By the Common Council of the City of Milwaukee that the Comptroller is hereby authorized to prepare an Official Statement(s), in substantially the same form of the Preliminary Official Statement(s), after the same have been completed by the insertion of the maturities, interest rates and other details of the debt and by making such other insertions, changes or corrections as the Comptroller, based on the advice of the City’s financial advisor and legal counsel (including the City Attorney or Bond Counsel), deem necessary or appropriate; and the Common Council hereby authorizes the Official Statement(s) and the information contained therein to be used by the underwriters of the debt in connection with the sale of the Offered Obligations; and, be it
Further Resolved, That the Bond Purchase Agreements and the Remarketing Agreements (the “Agreements”) approved by the PDC, forms of which are attached to his resolution, are hereby ratified, and the appropriate officers are hereby authorized and directed to execute and deliver the Agreements with such changes as may be recommended and approved by the City Attorney in consultation with the City Comptroller; and, be it
Further Resolved, By the Common Council of the City of Milwaukee that the Comptroller is hereby authorized to execute Supplemental Certificate(s) of the Master Continuing Disclosure Certificate for the Offered Obligations.
Drafter
Comptroller
RL
REF: PD-7912f2W.rtf