Number
030300
Version
Substitute 1
Reference
021478
Sponsor
THE CHAIR
Title
Substitute resolution authorizing refunding of all or any part of General Obligation Corporate Purpose Bonds, Series J, L, R, T, W, Y and General Obligation Refunding Bonds, Series of 1993. (Comptroller's Office)
Analysis
Resolution authorizes and requests the Commissioners of the Public Debt to issue and sell at a private or public sale General Obligation Refunding Bonds to refund a portion of the General Obligation Corporate Purpose Bonds, Series J, L, R, T, W, Y and General Obligation Refunding Bonds, Series of 1993. The Commissioners will refund the debt whenever it makes economic sense to do so.
Body
Whereas, Pursuant to resolutions of the Common Council, the City of Milwaukee (the "City") has sold and issued:
General Obligation Refunding Bonds, Series of 1993, dated April 1, 1993, in the amount of $65,525,000;
General Obligation Corporate Purpose Bonds, Series J, dated December 1, 1997, in the amount of $31,030,000;
General Obligation Corporate Purpose Bonds, Series L, dated December 15, 1998, in the amount of $36,740,000;
General Obligation Corporate Purpose Bonds, Series R, dated September 1, 2000, in the amount of $94,205,000;
General Obligation Corporate Purpose Bonds, Series T, dated September 1, 2001, in the amount of $86,135,000;
General Obligation Corporate Purpose Bonds, Series W, dated March 15, 2002, in the amount of $32,220,000; and
General Obligation Corporate Purpose Bonds, Series Y, dated September 1, 2002, in the amount of $42,965,000
; and
Whereas, As of December 31, 2002, the following unpaid amounts for principal are outstanding for the above issues (the "Outstanding Bonds"):
1993 Refunding principal = $23,630,000
J Principal = $10,355,000
L Principal = $14,745,000
R Principal = $50,250,000
T Principal = $63,845,000
W Principal = $30,550,000
Y Principal = $42,965,000
; and
Whereas, The Common Council of the City is interested in refunding all or a portion of the Outstanding Bonds; and
Whereas, Common Council File No. 021478 authorizes the combination of various initial resolutions into the issuance of general obligation "corporate purpose bonds"; now, therefore, be it
Resolved, By the Common Council of the City of Milwaukee that it hereby and herewith authorizes the Commissioners of the Public Debt to issue and sell at a private or public sale general obligation refunding bonds (the "Refunding Bonds"), under the provisions of § 67.04(3) and § 67.08(2), Stats., for the purpose of refunding all or a portion of the Outstanding Bonds, subject, however, to the terms and conditions hereinafter enumerated; and, be it
Further Resolved, For the purpose of assuring the payment of the principal of and interest on the Outstanding Bonds to be refunded, the proper City officials are authorized and directed to execute an Escrow Agreement substantially in the form of the Escrow Agreement to be annexed to this file with respect to the proceeds of the Refunding Bonds. The City Comptroller is hereby authorized and directed to select a Verification Accountant, if needed, and an Escrow Agent with respect to the proceeds of the Refunding Bonds and the deposit of securities purchased by the City. The City Comptroller and City Attorney are hereby authorized and directed to make such changes in the Escrow Agreement prior to execution as in their judgment shall be necessary and appropriate to the implementation of the sale. The deposit of the proceeds of the Refunding Bonds into the Escrow Account to be established with the Escrow Agent is hereby authorized and directed to be accomplished immediately upon receipt of payment for the Refunding Bonds at the closing thereof, and the subsequent use, investment and disbursement thereof by the Escrow Agent in the manner provided in the Escrow Agreement is hereby authorized and approved; and, be it
Further Resolved, That the Outstanding Bonds to be considered for refunding are hereby designated, and if refunded, would be called for redemption on or as soon as practical following the respective dates:
1993 Refunding Bonds on December 1, 2003;
Series J on December 1, 2007;
Series L on December 15, 2008;
Series R on September 1, 2010;
Series T on September 1, 2011;
Series W on March 15, 2012; and
Series Y on September 1, 2012; in each case at a redemption price of par plus accrued interest to the date fixed for redemption; and, be it
Further Resolved, That the City further directs the Escrow Agent to give notice of redemption of the Outstanding Bonds to be redeemed by mail, postage prepaid, not less than 30 days prior to the date fixed for redemption, to any registered owner of Outstanding Bonds being redeemed as of a record date 45 days prior to the redemption date, and otherwise as may be required by any agreement with a securities depository therefor. Such election to redeem and direction to the Escrow Agent shall be irrevocable upon issuance of the Refunding Bonds; and, be it
Further Resolved, That the City Comptroller is authorized and directed to transfer the balance in the Debt Service Fund account for the Outstanding Bonds being refunded to the Escrow Account for the Outstanding Bonds; and, be it
Further Resolved, That the cost of issuing the Refunding Bonds, including the costs of the escrow and verification, and marketing same shall be deducted and paid from the proceeds of the sale of the Refunding Bonds; and, be it
Further Resolved, That the refunding bonds authorized herein may be sold in a total aggregate amount not to exceed $90,000,000, and in one or more series of bonds that are sold separately or as part of the City's "corporate purpose bonds" issue; and, be it
Further Resolved, That Common Council Resolution File No. 021478 (the "Corporate Purpose Resolution") be and hereby is amended as follows:
1. A recital is added to read: "Whereas, an initial resolution has been adopted authorizing the issuance of general obligation refunding bonds; and"
2. In the first "Further Resolved", the amount of $185,224,929 is amended to read $275,224,929.
3. The following item is added to Exhibit A:
Resolution Adoption Resolution Bonds to
Purpose File No. Date Amount be sold
Refunding 030300 <adoption date> $90,000,000 $90,000,000
; and, be it
Further Resolved that should the Refunding Bonds be sold as part of the "corporate purpose bonds" issue, the provisions in Corporate Purpose Resolution shall apply, otherwise the terms and conditions hereinafter enumerated shall apply to the issuance of the Refunding Bonds; and, be it
Further Resolved, By the Common Council of the City of Milwaukee that an Official Statement shall be distributed in connection with the sale of the Refunding Bonds, which shall be in substantially the form as the City's Official Statement, dated March 20, 2003, and, be it
Further Resolved, That the Refunding Bonds shall;
(1) be in an amount not to exceed $90,000,000;
(2) bear interest at a maximum coupon rate not to exceed 6.00% per annum;
(3) have a maximum True Interest Cost Rate (TIC) not to exceed 5.00%;
(4) be sold at a price of not less than 99% of the principal amount thereof plus accrued interest thereon from their date to the date of delivery and payment therefor; and
(5) realize a minimum net present value savings from the refunding of at least 2% of the refunded par value; and, be it
Further Resolved, That the Refunding Bonds, if sold at a private sale, shall be sold to the Public Debt Amortization Fund, or to such principal underwriters and other specified underwriters as are selected by the Commissioners of the Public Debt in accordance with a Contract of Purchase approved by the Commissioners of the Public Debt. Such agreement, as required if a private sale is utilized, is hereby approved in the form as executed and delivered by the proper City officers who are hereby authorized and directed to execute the same; and, be it
Further Resolved, That the Refunding Bonds shall be designated "General Obligation Refunding Bonds, Series 2003" with an alphanumeric suffix as designated by the Commissioners, and shall be dated as of the date of issue, or the first or fifteenth day of the month in which they are issued, bear interest, payable semi-annually, at coupon rates as determined by the Commissioners of the Public Debt; that the Commissioners of the Public Debt shall specify the due dates for, and the amounts of, the payment of principal of said Refunding Bonds, not to exceed 20 years, and interest thereon, the redemption provisions thereof, if any, the Refunding Bonds to be callable at par with the initial call date to be no later than ten years from the date of the Refunding Bonds and that such payment schedule shall be entered upon the permanent record of the Commissioners of the Public Debt and formally communicated to the City Clerk provided, however, that the payment of the Outstanding Bonds to be refunded does not extend beyond the period provided in § 67.07, Stats.; and, be it
Further Resolved, That a direct annual irrepealable tax shall be levied in each year that such Refunding Bonds are outstanding, in an amount sufficient to pay, and for the express purpose of paying the interest on the Refunding Bonds, as it falls due, and also to pay and discharge the principal thereof at maturity, and shall be extended upon the tax roll of the City and shall be collected by the officers of the City in the same manner and at the same time as taxes for general City purposes for such years are extended and collected, the proceeds of said taxes shall be used solely for paying the principal and interest on the Refunding Bonds so long as any Refunding Bonds of said issue remain outstanding; and, be it
Further Resolved, That interest on or principal of the Refunding Bonds falling due at any time when there shall be on hand insufficient funds from proceeds of the tax levy for the payment of such interest or principal shall be paid promptly when due from other funds of the City, which funds shall be reimbursed thereof out of the proceeds of the taxes above levied when such taxes shall have been collected; and, be it
Further Resolved, That financial and economic information has been compiled by the Office of the Comptroller from its annual financial report, property tax records maintained by the Office of the Assessor and from other books and records of the City; and, be it
Further Resolved, That concurrently with the delivery of the Refunding Bonds, the City will deliver its certificate signed by its Comptroller stating that the description and statements, including financial statements, as pertaining to the City contained in the Official Statement as of its date and the date of sale and delivery of the Refunding Bonds, 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, be it
Further Resolved, That such certificate will further confirm to the effect that insofar as the descriptions and statements including financial data, contained in the Official Statement of or pertaining to non-governmental bodies and governmental bodies other than the City are concerned, such description, 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, be it
Further Resolved, That it is the intention of the Common Council to approve the aforementioned Official Statement on the basis of the representation of the Comptroller to be included in the certificate signed by the Comptroller and delivered concurrently with the delivery of the Refunding Bonds; and, be it
Further Resolved, That the Refunding Bonds shall be in a form approved by the City Attorney and the Commissioners of the Public Debt and shall be signed by those officers whose signatures are required by law, and shall be a general obligation of the City; and, be it
Further Resolved, That a global certificate shall be issued for each stated maturity of Refunding Bonds and registered only in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York, for delivery and immobilization by The Depository Trust Company following the closing. The Depository Trust Company will act as securities depository for the Refunding Bonds. The City will make payment of principal, redemption premium, if any, and interest on the Refunding Bonds on the dates set forth herein to The Depository Trust Company, or its nominee, as registered owner of the Refunding Bonds, in same-day funds. Notices, if any, given by the City to the registered owner of the Refunding Bonds will be given to The Depository Trust Company. In the event that the securities depository relationship with The Depository Trust Company for the Refunding Bonds is terminated and the City does not appoint a successor securities depository, the City will prepare, authenticate and deliver at its expense fully-registered certificated Refunding Bonds, in the denominations of $5,000 or any integral multiple thereof, in the aggregate principal amount by maturity then outstanding, as directed by the registered owner; and, be it
Further Resolved, That the City covenants to take all actions necessary to preserve the exclusion of interest on the Refunding Bonds from gross income for federal income tax purposes. For such purpose, the City shall comply with the requirements of Sections 103 and 141 through 150 of the Internal Revenue Code of 1986 as amended and the regulations of the Internal Revenue Service adopted thereunder or otherwise applicable thereto. No use of the proceeds of the sale of the Refunding Bonds shall be made which, if such use had been reasonably expected on the date of issue of the Refunding Bonds would have caused such Refunding Bonds to be "arbitrage bonds" as defined in Subsection (d)(2) of Section 103 and Section 148 of the U.S. Internal Revenue Code of 1986. The provisions of this section shall be a covenant with the owners of the Refunding Bonds; and, be it
Further Resolved, That the Continuing Disclosure Certificate, in substantially the form as is customarily filed, to be dated the date of initial delivery of the Refunding Bonds, is hereby authorized to be executed and delivered by the Comptroller; and, be it
Further Resolved, That the obligation of the City under the aforementioned Disclosure Certificate, under the terms therein specified, be and hereby is determined to be contractual for the benefit of the Refunding Bondholders from time to time; and, be it
Further Resolved, That the City hereby authorizes and directs the appropriate officers and employees of the City to take all action necessary or appropriate to the issuance, sale and delivery of the Refunding Bonds and to comply with and carry out all of the provisions of the Continuing Disclosure Certificate, as amended from time to time. Notwithstanding any other provision of this resolution, failure of the City to perform in accordance with the Continuing Disclosure Certificate shall not constitute a default under this resolution and the Continuing Disclosure Certificate may be enforced only as provided therein.
Requestor
Comptroller
Drafter
RSL
PD-W.doc