Number
252227
Version
SUBSTITUTE 1
Reference
991863, 021776, 100863, 230413, 252228
Sponsor
THE CHAIR
Title
Substitute resolution authorizing the restructuring of paying agent, registrar, transfer agent, and depositary services for outstanding sewerage system revenue bonds.
Analysis
This resolution authorizes and provides for the restructuring of paying agent, registrar, transfer agent, and depositary services for the City’s outstanding sewerage system revenue bonds.
Body
Whereas, capitalized terms not otherwise defined in this resolution (the “Authorizing Resolution”) shall have the meanings set forth in Section 1.01 of the Bond Resolution for the City’s Sewerage System Revenue Bonds, which is Common Council Resolution File No. 991863 adopted by the Common Council on August 2, 2001, as amended by Resolution File No. 021776 adopted by the Common Council on April 15, 2003, by Resolution File No. 100863 adopted by the Common Council on November 23, 2010, by Resolution File No. 230413 adopted by the Common Council on July 31, 2023, and by Resolution File No. 252228 adopted by the Common Council on the date hereof (collectively, the “Master Resolution”); and
Whereas, the Master Resolution authorizes sewerage system revenue bonds to be issued thereunder by the City of Milwaukee, Wisconsin (the “City”) pursuant to a Series Resolution; and
Whereas, the City previously issued its $52,565,000 City of Milwaukee, Wisconsin Sewerage System Revenue Bonds, Series 2011 S1, dated June 9, 2011 (the “2011 Bonds”), which were redeemed in full on June 1, 2021; and
Whereas, the City previously issued its $37,000,000 City of Milwaukee, Wisconsin Sewerage System Revenue Bonds, Series 2013 S6, dated June 26, 2013 (the “2013 Bonds”), the 2026 and after maturities of which remain outstanding; and
Whereas, the City previously issued its $89,830,000 City of Milwaukee, Wisconsin Sewerage System Revenue Bonds, Series 2016 S7, dated August 25, 2016 (the “2016 Bonds”), the 2026 and after maturities of which remain outstanding; and
Whereas, the City previously issued its $56,435,000 City of Milwaukee, Wisconsin Sewerage System Revenue Bonds, Series 2021 S2 (Green Bonds), dated May 14, 2021 (the “2021 Bonds”), the 2026 and after maturities of which remain outstanding; and
Whereas, the Master Resolution provides that the City may appoint one or more Paying Agents and Depositaries in connection with the issuance of a Series of Bonds under the Master Resolution, notwithstanding that the Treasurer of the City may be designated as Paying Agent and/or Depositary; and
Whereas, the duties of a Paying Agent as set forth in the Master Resolution also include acting as registrar, transfer agent, and authentication agent for the applicable Series of Bonds; and
Whereas, the City entered into a Paying Agent, Registrar, Transfer Agent and Depositary Agreement, dated as of August 5, 2016 (the “Paying Agent Agreement”), with U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association) (the “Bank”), pursuant to which the Bank was appointed to act as Paying Agent and Depositary for the 2011 Bonds and the 2013 Bonds; and
Whereas, the City appointed the Bank to act as Paying Agent and Depositary for the 2016 Bonds and the 2021 Bonds pursuant to a separate Supplement to Paying Agent, Registrar, Transfer Agent and Depositary Agreement, dated as of August 25, 2016 and May 14, 2021, respectively (each a “Supplement”); and
Whereas, the duties of Depositary under the Paying Agent Agreement and each Supplement include holding funds on deposit in certain funds and accounts relating to the 2011 Bonds, the 2013 Bonds, the 2016 Bonds, and the 2021 Bonds, established under the Master Resolution and investing those funds, which funds currently remain on deposit with the Bank; and
Whereas, revenues of the Sewerage System are deposited into City’s Sewer Maintenance Fund and the City now maintains an accounting of the funds and accounts and flow of funds established under the Master Resolution within the Sewer Maintenance Fund; such revenues are not deposited with or flowed through a Depositary, therefore an outside Depositary is no longer necessary for the 2013 Bonds, the 2016 Bonds, and the 2021 Bonds; and
Whereas, on the date of adoption of this Authorizing Resolution, the City adopted a Series Resolution authorizing the issuance of one or more Series of sewerage system revenue refunding bonds (the “Refunding Bonds”) to finance the current refunding of the outstanding 2013 Bonds and all or a portion of the outstanding 2016 Bonds (the “Refunding”); and
Whereas, in connection with the Refunding, the funds on deposit with the Bank relating to the 2013 Bonds and the 2016 Bonds, will be applied to pay the redemption price of the 2013 Bonds and the 2016 Bonds, as intended under the Master Resolution and the Paying Agent Agreement and related Supplement, and thereby reduce the borrowing size of the Refunding Bonds; and
Whereas, the City desires to restructure its Paying Agent and Depositary services by replacing the Paying Agent Agreement and each Supplement with a separate fiscal agency agreement for the 2013 Bonds, the 2016 Bonds, and the 2021 Bonds, which would appoint the Bank as authentication agent, Paying Agent, and registrar for the 2013 Bonds, the 2016 Bonds, and the 2021 Bonds, but would not include a Depositary appointment and effectively designate the Treasurer as Depositary; and
Whereas, in connection with the delivery of each fiscal agency agreement, the City desires to release the funds currently held by the Bank for the 2013 Bonds, the 2016 Bonds, and the 2021 Bonds and deposit such funds in the City’s Sewer Maintenance Fund to be accounted for in the related fund or account therein established by the Master Resolution; provided, however, that if the Refunding Bonds are issued, funds on deposit with Bank relating to the 2013 Bonds and the 2016 Bonds shall be applied to the Refunding; and
Whereas, since the 2011 Bonds were redeemed in 2021 and the funds held by the Bank relating to the 2011 Bonds were not applied to their redemption, the City desires to release the funds currently held by the Bank relating to the 2011 Bonds to be deposited as required pursuant to the Master Resolution;
Now Therefore, be it resolved, by the Common Council of the City, that:
Section 1 Authorization to Give Direction to Release Funds. The City hereby authorizes the Authorized Officer of the City to give written direction to the Bank to release and transfer funds held by it relating to (i) the 2011 Bonds, to the City to be deposited as required pursuant to the Master Resolution, (ii) the 2013 Bonds, to the City to be deposited into the Sewer Maintenance Fund and accounted for in the related fund or account established under the Master Resolution; provided, however, that if the Refunding Bonds are issued, then such funds shall be transferred to an escrow account and applied to the Refunding as directed by resolution of the Commissioners of the Public Debt, (iii) the 2016 Bonds, to the City to be deposited into the Sewer Maintenance Fund and accounted for in the related fund or account established under the Master Resolution; provided, however, that if the Refunding Bonds are issued, then such funds shall be transferred to an escrow account and applied to the Refunding as directed by resolution of the Commissioners of the Public Debt, and (iv) the 2021 Bonds, to the City to be deposited into the Sewer Maintenance Fund and accounted for in the related fund or account established under the Master Resolution.
Section 2 Reaffirmation of Appointment of Paying Agent; Fiscal Agency Agreement. The City reaffirms its appointment of the Bank to act as authentication agent, Paying Agent, and registrar under the Master Resolution (collectively, the “Fiscal Agent”) for the 2013 Bonds, the 2016 Bonds, and the 2021 Bonds. The Authorized Officers of the City are authorized and directed to enter into a separate fiscal agency agreement (each a “Fiscal Agency Agreement”) with the Fiscal Agent on behalf of the City with respect to the 2013 Bonds, the 2016 Bonds, and the 2021 Bonds, which Fiscal Agency Agreement shall replace and supersede the Paying Agent Agreement and applicable Supplement; provided, however, that if the Refunding Bonds are issued, a Fiscal Agency Agreement shall not be entered into for the bonds that are refunded in full (either or both 2013 Bonds and 2016 Bonds) and the Paying Agent Agreement and applicable Supplement for such bonds refunded in full shall stay in place until terminated in connection with the redemption of the refunded bonds (either or both 2013 Bonds and 2016 Bonds). The Fiscal Agency Agreement may provide for the City to pay the reasonable and customary charges of the Fiscal Agent for those services. The Fiscal Agency Agreement must require the Fiscal Agent to comply with all applicable federal and state regulations. Among other things, the Fiscal Agent must maintain the Bond Registry. An Authorized Officer shall approve the form of Fiscal Agency Agreement.
Section 3 Authorized Officers. An Authorized Officer is hereby authorized to execute and deliver, in the name and on behalf of the City, any and all directions, documents, and instruments, and to do and cause to be done any and all acts and procedures said Authorized Officer deems necessary or advisable in connection with the release, transfer, and application of funds held by the Bank under the Paying Agent Agreement and related Supplement, and to carry out the transactions contemplated by this Authorizing Resolution.
Section 4 Not an Amendment or Supplement. This Authorizing Resolution is not a Supplemental Resolution under the Master Resolution and does not contain an amendment to the Master Resolution.
Section 5 Conflicting Resolutions. All ordinances, resolutions, or orders, or parts thereof heretofore enacted, adopted or entered, in conflict with the provisions of this Authorizing Resolution, are hereby repealed, and this Authorizing Resolution shall be in effect from and after its passage.
Drafter
Comptroller
Joshua Benson
5/1/2026
PD-8732bW.rtf