Number
241320
Version
SUBSTITUTE 1
Reference
Sponsor
THE CHAIR
Title
Substitute resolution authorizing the sale and issuance of General Obligation Promissory Notes for refunding purposes.
Analysis
Resolution authorizes the issuance by the City of Milwaukee (the “City”) of its general obligation refunding bonds or notes, in one or more series, to refund all or portions of certain outstanding obligations when economic conditions are favorable to do so (collectively, the “Bonds”).
Body
Whereas, The City of Milwaukee (the “City”) has issued the following general obligation bonds that are currently or soon will be subject to optional redemption (the “Outstanding Bonds”):
|
Dated Date |
Series |
Outstanding |
1st Redemption Date |
|
5/15/2013 |
2013 B3 |
12,475,000 |
5/15/2023 |
|
5/16/2014 |
2014 B3 |
21,500,000 |
4/01/2024 |
|
5/28/2015 |
2015 B3 |
27,565,000 |
3/15/2025 |
|
5/28/2015 |
2015 T4 |
4,990,000 |
3/15/2025 |
|
5/20/2016 |
2016 T4 |
5,850,000 |
3/01/2026 |
|
6/24/2016 |
2016 B6 |
6,750,000 |
4/01/2026 |
|
5/17/2017 |
2017 B5 |
14,545,000 |
4/01/2026 |
|
5/17/2017 |
2017 T7 |
4,595,000 |
4/01/2026 |
; and
Whereas, in accordance with Chapter 67 of the Wisconsin Statutes, the City desires to issue the Bonds, in one or more series, in the aggregate principal amount of not to exceed $98,270,000 to effect the current refunding of all or a portion of the Outstanding Bonds (the “Refunding); and
Whereas, other general obligation debt of the City is sold from time to time, and it may be advantageous to combine the issuance of general obligation debt into one borrowing; and
Whereas, the Commissioners of the City’s Public Debt Commission (the “PDC”) are authorized and directed by the City to effectuate the issuance of, and determine and approve the final terms of, debt obligations of the City, including the Bonds; and
Now, Therefore, be it Resolved by the Common Council (the “Governing Body”) of the City that:
Section 1. Definitions.
In addition to the terms defined above, capitalized terms not otherwise defined herein shall have the meanings set forth below, unless the context clearly requires another meaning.
“Bonds” has the meaning set forth in the recitals to this resolution.
“Book-Entry System” means a system in which no physical distribution of certificates representing ownership of the Bonds is made to the owners of the Bonds but instead all outstanding Bonds are registered in the name of a securities depository appointed by the City, or in the name of such a depository’s nominee, and the depository and its participants record beneficial ownership and effect transfers of the Bonds electronically.
“City” means the City of Milwaukee, Wisconsin
“Code” means the Internal Revenue Code of 1986, as amended from time, together with the rules and regulations promulgated thereunder.
“Continuing Disclosure Agreement” means collectively, the Master Continuing Disclosure Certificate, the Addendum Describing Enumerated Events, the Addendum Describing Repository and SID, the Addendum Describing Annual, Report for General Obligation Debt, each dated as of February 1, 2019, and a Supplemental Certificate for each series of the Bonds, to be executed by the City and delivered on the respective Original Issue Date for a series of Bonds as authorized by File No. 81110 .
“Debt Service Fund” means the fund created by the City pursuant to Section 67.11 of the Wisconsin Statutes to provide for the payment of debt service on its outstanding municipal obligations.
“Debt Service Fund Account” has the meaning set forth in Section 16 hereof.
“Depository” means dtc or any successor appointed by the City and acting as securities depository for the Bonds.
“DTC” means The Depository Trust Company.
“Financial Officer” means the Treasurer or the Comptroller or any other officer of the City appointed by the City to serve the role of Financial Officer hereunder.
“Fiscal Agent” means the City’s Comptroller, or any successor fiscal agent appointed by the City to act as paying agent and registrar for the Bonds pursuant to Section 67.10 (2) of the Wisconsin Statutes.
“Governing Body” has the meaning set forth in the recitals to this resolution.
“Municipal Officers” means the Mayor and the Clerk of the City. These are the officers required by law to execute general obligations on the City’s behalf.
“Original Issue Date” means the date of issuance of a series of Bonds as determined by the Commissioners of the PDC.
“Outstanding Bonds” has the meaning set forth in the recitals to this resolution.
“PDC” has the meaning set forth in the recitals to this resolution.
“Purchase Agreement” means the purchase contract entered into between the City and the Purchaser evidencing the purchase of Bonds as described in Section 14.
“Purchase Price” the price of the Bonds to be paid by a Purchaser as described in Section 4 and accepted by the Commissioners of the PDC.
“Purchaser” the purchaser of the Bonds to be determined by competitive bid as awarded by the Commissioners of the PDC pursuant to Section 14 hereof.
“Record Date” means the 15th day (whether or not a business day) of the calendar month just before each regularly scheduled interest payment date for the Bonds.
“Redemption Date” means for each of the Refunded Obligations, the respective date determined by the Commissioners of the PDC.
“Refunded Obligations” means all or a portion of the Outstanding Bonds to be refunded as determined by the Commissioners of the PDC.
“Refunding” has the meaning set forth in the recitals to this resolution.
“Register” means the register maintained by the Fiscal Agent at its designated office, in which the Fiscal Agent records:
The name and address of the registered owner of each Bond.
All transfers of each Bond.
“Tax Exempt” means obligations described in Section 103(a) of the Code, the interest on which is not includable in the gross income of the owner thereof for federal income tax purposes.
“Treasurer” means the City’s Treasurer.
Section 2. Exhibits.
The attached exhibits are also a part of this resolution as though they were fully written out in this resolution:
Exhibit A - Form of Bond.
Exhibit B - Form of Notice to Electors of Sale.
Section 3. Purposes of Borrowing; Issuance of Bonds.
The Governing Body authorizes the Bonds and orders that they be prepared, executed, and issued; subject to adoption by the PDC of a resolution to award the sale of the Bonds to the Purchaser and to approve the final terms of the Bonds. The Bonds will be fully registered, negotiable, general obligation refunding bonds or notes of the City, in one or more series, in the aggregate principal amount of not to exceed $98,270,000. The Bonds will be issued pursuant to the provisions of Chapter 67 of the Wisconsin Statutes to effect the Refunding and, if determined by the Commissioners of the PDC, to pay the costs of issuing the Bonds (including, but not limited to, printing costs and fees for underwriting, financial consultants, bond counsel, fiscal agent, rating agencies, bond insurance, and registration, as applicable).
Section 4. Terms of Bonds.
The Bonds will be named “City of Milwaukee, Wisconsin [Taxable] General Obligation Refunding [Bonds][Notes], Series [_______]” as determined by the Commissioners of the PDC. The Bonds will be dated the Original Issue Date, even if they are actually issued or executed on another date.
The face amount of each Bond will be $5,000 or any multiple thereof up to the principal amount authorized for that maturity.
It is hereby delegated to the Commissioners of the PDC the power with respect to each series of the Bonds to initiate the process for the issuance of such Bonds subject to the terms in this resolution, and to determine, approve, and carry out the final terms of the Bonds, subject to the parameters set forth below:
(a) The Bonds shall be issued on or before June 1, 2026.
(b) The Bonds shall be sold at a price of not less than 99% and accrued interest thereon and shall bear interest payable semi-annually or at maturity.
(c) Bonds that are sold on a Tax-Exempt basis shall bear interest at rates not to exceed 7%, with a true interest cost not to exceed 5% for such series.
(d) Bonds that are sold on a taxable basis shall bear interest at rates not to exceed [10]%, with a true interest cost not to exceed [12]% for such series.
(e) The Commissioners of the PDC shall establish the maturity dates for the Bonds (not to exceed 20 years from the date of issuance of the respective Outstanding Bonds), the name and series designation for such Bonds, and may establish optional redemption dates, without premium, for such series of the Bonds as described in Section 8.
(f) As described in Section 15, direct annual irrepealable tax shall be levied in each year that such Bonds are outstanding, in an amount sufficient to pay and for the express purpose of paying the interest on the 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, and when so collected, the proceeds of said taxes shall be used solely for paying the principal and interest on such Bonds so long as any Bonds remain outstanding.
(g) Interest on or principal of the Bonds due on any date 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.
(h) The City covenants with the holders from time to time of the Bonds that that have been issued as Tax-Exempt (i) throughout the term of the Bonds and (ii) through the date that the final rebate, if any, must be made to the United States in accordance with Section 148 of the Code it will comply with the provisions of Sections 103 and 141 through 150 of the Code, and the applicable regulations of the Internal Revenue Service adopted thereunder, that must be satisfied in order for the Bonds to remain Tax-Exempt.
(i) The Commissioners of the PDC shall determine the Refunded Obligations and establish the respective Redemption Date for such Refunded Obligations, provided that such date shall be the earliest allowable date under the governing documents for the Outstanding Bonds following the Original Issue Date of the related series of Bonds.
(j) The Commissioners of the PDC have the option to combine the Refunding with a new money general obligation borrowing.
(k) The Commissioners of the PDC have the option to accept a policy of municipal bond insurance on behalf of the City.
Section 5. Fiscal Agent.
The City appoints the Fiscal Agent to act as paying agent and registrar for the Bonds. Among other things, the Fiscal Agent shall maintain the Register.
Section 6. Appointment of Depository.
The City appoints dtc to act as securities depository for the Bonds. An authorized representative of the City has previously executed a blanket issuer letter of representations with dtc on the City’s behalf, and the City ratifies and approves that document.
Section 7. Book-Entry System.
On the Original Issue Date, the Bonds will be registered in the name of dtc or its nominee and maintained in a Book-Entry System. If the City’s relationship with dtc is terminated, then the City may appoint another securities depository to maintain the Book-Entry System.
If on any date the Bonds are not being maintained in a Book-Entry System, then the City will do the following:
(a) At its expense, the City will prepare, authenticate, and deliver to the beneficial owners of the Bonds fully-registered, certificated Bonds in the denomination of $5,000 or any multiple thereof in the aggregate principal amount then outstanding. The beneficial owners will be those shown on the records of the Depository and its direct and indirect participants.
(b) The City will appoint an outside fiscal agent to act as paying agent and registrar for the Bonds under Section 67.10(2) of the Wisconsin Statutes.
Section 8. Redemption.
The Commissioners of the PDC may specify that certain maturities of the Bonds are subject to redemption in whole or in part before their stated maturity dates, at the City’s option, on a stated redemption date and on any date thereafter. If the Bonds are subject to such redemption, then the redemption price will be 100% of the principal amount redeemed, plus accrued interest to the redemption date, and no premium will be paid. If payment of a Bond called for redemption has been made or provided for, then interest on such Bond stops accruing on the stated redemption date.
If less than all outstanding Bonds of a specific maturity are redeemed, then such Bonds will be redeemed in multiples of $5,000 in accordance with Sections 9 and 10 hereof.
The Bonds, if any, that the Commissioners of the PDC determine to be term Bonds (the “Term Bonds”) are subject to mandatory sinking fund redemption prior to their stated maturity dates at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption, from mandatory sinking fund payments that are required to be made in amounts sufficient to redeem such Term Bonds on the dates and in the amounts as the Commissioners of the PDC determine. Upon any optional redemption of Term Bonds or purchase in lieu thereof, the principal amount of Term Bonds so redeemed or purchased shall be credited against the mandatory sinking fund payment amounts established for such Term Bonds in such manner as the Commissioners of the PDC determine.
Section 9. Manner of Payment/Transfers/Redemption/Under Book-Entry System.
So long as the Bonds are being maintained in a Book-Entry System, the following provisions apply:
Payment. The Fiscal Agent is directed to pay the principal of, and interest on, the Bonds by wire or other electronic money transfer to the Depository or its nominee in accordance with the Depository’s rules that are then in effect.
Transfers. The Bonds are transferable, only upon the Register and only if the Depository ceases to act as securities depository for the Bonds and the City appoints a successor securities depository. If that happens, then upon the surrender of the Bonds to the Fiscal Agent, the City will issue new fully registered Bonds in the same aggregate principal amount to the successor securities depository, and the Bonds will be recorded as transferred to the successor securities depository in the Register.
The Fiscal Agent will not be required to make any transfer of the Bonds (i) during the 15 calendar days before the date of the sending of notice of any proposed redemption of the Bonds, or (ii) with respect to any particular Bond, after such Bond has been called for redemption.
Partial Redemption. If less than all the Bonds of a particular maturity are to be redeemed, selection of those Bonds or portions thereof to be redeemed will be selected in accordance with the operational arrangements then in effect at the Depository (subject to, if consistent with such operational arrangements, any direction by the City that the Bonds shall be partially redeemed on a pro rata basis). If less than all the principal amount of a specific maturity is redeemed, then on the redemption date, upon surrender to the Fiscal Agent of the Bond, the City will issue one or more new Bonds in the principal amount outstanding after the redemption.
Notice of Redemption. A notice of the redemption of any of said Bonds shall be given by the Fiscal Agent not less than 20 nor more than 60 days prior to the date fixed for redemption (or such other time frame necessary to comply with the operational arrangements then in effect at the Depository). Notice shall be given by the Fiscal Agent by first-class mail, postage prepaid, or in the manner required by the Depository, to the registered owner of each Bond to be redeemed at the address appearing on the Register maintained by the Fiscal Agent. In the case of an optional redemption, such redemption is conditioned on the receipt by the Fiscal Agent of sufficient funds. If sufficient funds are not made available by the City to carry out a redemption, then the redemption notice may be rescinded by further notice given to the registered owners of the respective Bonds. Any optional redemption notice given may state that the City retains the right to rescind the notice and the related redemption by giving a notice of rescission to the affected owners on any date prior to the scheduled redemption date.
Section 10. Manner of Payment/Transfers/Redemption/Not Under Book-Entry System.
If on any date the Bonds are not being maintained in a Book-Entry System, then the following provisions apply:
Payment. The Fiscal Agent will pay the principal of each Bond upon its presentation and surrender on or after its maturity or earlier redemption date at the designated office of the Fiscal Agent, and the Fiscal Agent will pay, on each interest payment date, the interest on each Bond by wire or other electronic money transfer, or by check of the Fiscal Agent sent by first class mail, to the person or entity in whose name the Bond is registered on the Register at the end of the day on the applicable Record Date.
Transfers. Each Bond is transferable, only upon the Register, for a like aggregate principal amount of the same maturity and interest rate in denominations of $5,000 or any multiple thereof. A transfer may be requested by the registered owner in person or by a person with a written power of attorney. The Bond shall be surrendered to the Fiscal Agent, together with a written instrument of transfer satisfactory to the Fiscal Agent signed by the registered owner or by the person with the written power of attorney. The City will issue one or more new fully registered Bonds in the same aggregate principal amount to the transferee or transferees, as applicable, in exchange for the surrendered Bonds and upon the payment of a charge sufficient to reimburse the City or the Fiscal Agent for any tax, fee, or other governmental charge required to be paid with respect to such registration.
The Fiscal Agent will not be required to make any transfer of the Bonds (i) during the 15 calendar days before the date of the sending of notice of any proposed redemption of the Bonds, or (ii) with respect to any particular Bond, after the Bond has been called for redemption.
Partial Redemptions. If less than all the Bonds of a particular maturity are to be redeemed, then selection shall be by lot, unless the City determines that the Bonds shall be partially redeemed on a pro rata basis. If less than the entire principal amount thereof is redeemed, then on or after the redemption date, upon surrender of the Bond to the Fiscal Agent, the City will issue a new Bond in the principal amount outstanding after the redemption.
Notice of Redemption. Notice of the redemption of any of said Bonds shall be given by the Fiscal Agent not less than 20 nor more than 60 days prior to the date fixed for redemption. Notice shall be given by the Fiscal Agent by first-class mail, postage prepaid, to the registered owner of each Bond to be redeemed at the address appearing on the Register maintained by the Fiscal Agent. In the case of an optional redemption, such redemption is conditioned on the receipt by the Fiscal Agent of sufficient funds. If sufficient funds are not made available by the City to carry out a redemption, then the redemption notice may be rescinded by further notice given to the registered owners of the respective Bonds. Any optional redemption notice given may state that the City retains the right to rescind the notice and the related redemption by giving a notice of rescission to the affected owners on any date prior to the scheduled redemption date.
Section 11. Form of Bonds.
The Bonds shall be in substantially the form shown in Exhibit A, with such revisions as are necessary or appropriate to reflect the redemption provisions applicable to the Bonds as provided in Section 8 hereof. Omissions, insertions, or other variations are permitted if they are deemed necessary or desirable and are consistent with this resolution or any supplemental resolution. The City may cause the approving opinion of bond counsel to be printed or reproduced on the Bonds.
Section 12. Execution of Bonds.
The Bonds shall be signed by the persons who are the Municipal Officers on the date on which the Bonds are signed. The Bonds shall be sealed with the City’s corporate seal (or a facsimile) and they shall also be countersigned by the Fiscal Agent and attested by the Commissioners of the PDC.
The Bonds will be valid and binding even if before they are delivered any person whose signature appears on the Bonds is no longer living or is no longer the person authorized to sign the Bonds. In that event, the Bonds will have the same effect as if the person were living or were still the person authorized to sign the Bonds.
A facsimile or electronic signature may be used as long as at least one signature of a Municipal Officer is a manual signature or the Fiscal Agent’s signature is a manual signature. If a facsimile or electronic signature is used, then it will be treated as the officer’s own signature.
Section 13. Continuing Disclosure.
The appropriate officers of the City are directed to sign the Continuing Disclosure Agreement, and the City agrees to comply with all of its terms.
Section 14. Sale of Bonds.
The Bonds are hereby authorized and ordered to be sold to a purchaser to be determined by private sale or competitive bid.
If the Bonds are sold by competitive bid, then the Municipal Officers and the Comptroller (in consultation with the City’s Financial Advisor, PFM Financial Advisors LLC), acting alone, are each hereby authorized to cause a preliminary offering document for the Bonds (the “Preliminary Official Statement”) to be prepared and distributed to any banks, underwriters, investment houses, or the like deemed to be advisable, and to enclose therewith a “Bid Form” and the document to be used for offering the Bonds for sale by competitive bid which shall include the bidding terms for the Bonds and the parameters set forth in Section 4 of this resolution (the “Notice of Sale”). The Municipal Officers and the Comptroller, acting alone, are each hereby authorized, on behalf of the City, to approve the form of Preliminary Official Statement and to deem it final as of its date for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1), and to supply copies of the Preliminary Official Statement upon request.
The Comptroller is hereby further authorized and directed to cause notice of the sale of the Bonds to be (i) provided to The Bond Buyer for inclusion in its complimentary section for the publication of such notices, and (ii) posted in the same locations that the City routinely uses for posting notices of its official business.
The Comptroller is authorized and directed to receive written bids for the sale of the Bonds on behalf of the City on the date fixed in the Notice of Sale, on which date such bids shall be publicly opened and read. The Commissioners of the PDC may, in their discretion, (i) waive any informality in any bid, (ii) reject any or all bids without cause, or (iii) reject any bid which she determines to have failed to comply with the terms of the Notice of Sale or the parameters set forth in Section 4 hereof.
The Commissioners of the PDC shall award the sale of the Bonds, either sold at private sale or by competitive bid, to the Purchaser at the Purchase Price, plus any accrued interest from the Original Issue Date to the date of delivery of the Bonds. The Comptroller, as Secretary of the PDC, is hereby authorized and directed (i) to approve and accept the Purchase Agreement, which may be in the form of the Purchaser’s executed Bid Form (if a competitive bid), (ii) to sign the Purchase Agreement in the City’s name, and (iii) to take any additional actions needed to complete the sale of the Bonds, including arranging for a specific date, time, and location of closing of the sale.
If the Bonds are sole by competitive bid, then the Comptroller is directed to comply with the terms of the Notice of Sale with respect to any good-faith deposit requirements.
The Municipal Officers are directed to sign the Bonds and the Comptroller shall arrange for delivery of the Bonds to the Purchaser through the facilities of DTC in accordance with the Notice of Sale, the Purchase Agreement, and this resolution. The Bonds may be delivered to the Purchaser upon payment by the Purchaser of the Purchase Price, plus any accrued interest, as required by the Notice of Sale.
Unless waived by the Purchaser, the delivery of the Bonds is conditioned upon the City furnishing the following items to the Purchaser:
(i) The Bonds, together with the written, unqualified approving opinion of the law firms of Foley & Lardner LLP and MWH Law Group LLP, co-bond counsel, evidencing the legality of the Bonds and that interest on the Bonds issued as Tax-Exempt will be excluded from gross income for federal income tax purposes.
(ii) A transcript of the proceedings relating to the issuance of the Bonds.
(iii) A certificate showing that no litigation has been threatened or is pending that would affect the legality of the Bonds or the right of the City to issue them on the date of their delivery.
Section 15. General Obligation Pledge; Tax Levy.
For the prompt payment of the principal of, and interest on, the Bonds, the City irrevocably pledges its full faith and credit. The City hereby levies upon all taxable property in its territory a direct, annual, and irrepealable tax in an amount sufficient to pay, and for the express purpose of paying, the interest on the Bonds as it becomes due and also to pay and discharge the principal of the Bonds at maturity.
This tax shall be carried from year to year into the City’s tax roll. It shall be collected in addition to all other taxes and in the same manner and at the same time as all other taxes. The amount of this tax that is carried into the City’s tax roll may be reduced in any year by (i) the amount of any surplus money in the Debt Service Fund Account available to pay debt service on the Bonds for such year and (ii) any amount by which the actual debt service coming due in such year is less than the applicable levy amount for such year. The Commissioners of the PDC shall provide to the City the final debt service amounts due on each series of the Bonds.
Section 16. Debt Service Fund Account.
The City shall create a separate account within the Debt Service Fund solely for the Bonds (the “Debt Service Fund Account”), which shall be maintained and administered as provided in Section 67.11 of the Wisconsin Statutes. The Treasurer is directed to keep the proceeds of the taxes levied under this resolution, when they are collected, in the Debt Service Fund Account. Any accrued interest received on the Original Issue Date and the premium, if any, paid to the City by the Purchaser in excess of the stated principal amount of the Bonds shall be deposited into the Debt Service Fund Account and used to pay interest on the Bonds. If the money in the Debt Service Fund Account is insufficient to make a payment of principal of, or interest on, the Bonds on a date on which such a payment is due, then the City will promptly provide the necessary funds to make the payment from other available sources.
Section 17. Borrowed Money Fund.
The sale proceeds of the Bonds (not including any accrued interest or premium received) shall be deposited in and kept by the Treasurer in a separate fund. The fund will be designated with both the name of the Bonds and the name Borrowed Money Fund (the “Borrowed Money Fund”). Money in the Borrowed Money Fund, including any earnings, shall be (i) used to effect the Refunding and to pay the costs of issuing the Bonds or (ii) transferred to the Debt Service Fund Account as provided by law.
Section 18. Official Statement.
The City authorizes and directs that a final offering document (the “Official Statement”) be prepared prior to the issuance of the Bonds of each series. The Official Statement shall be in substantially the form of the Preliminary Official Statement and shall include the final terms of the Bonds as set forth in the Purchaser’s bid evidenced by the Purchase Agreement. The Municipal Officers or the Comptroller are directed to deliver copies of the Official Statement to the Purchaser and, if the Purchaser requests, execute one or more copies on behalf of the City. Execution and delivery of the Official Statement will conclusively evidence the approval of the Municipal Officers and the Comptroller.
Section 19. Refunding of Refunded Obligations.
To provide for the redemption of the Refunded Obligations on the applicable Redemption Date, each as determined by the Commissioners of the PDC, and to provide for the payment of debt service coming due on the Refunded Obligations on and if needed, before, their applicable Redemption Date, the Comptroller is directed to transfer proceeds of the Bonds to the debt service funds for the Refunded Obligations. The transfers shall be made on or prior to the dates on which payments are required to be made on the Refunded Obligations. The amounts transferred shall be sufficient, together with all other funds then on deposit in the foregoing funds, to pay the amounts due on the Refunded Obligations. To provide for the transfers relating to the Refunded Obligations and if determined advantageous by the Commissioners of the PDC, the Municipal Officers are authorized to enter into an escrow agreement on the City’s behalf. The amounts deposited in the escrow account thereunder shall be invested and disbursed in the manner described in the escrow agreement. The Commissioners of the PDC are authorized to select an escrow agent, and in the event of an advance refunding, also a verification agent who shall prepare a verification report in connection with such advance refunding.
Section 20. Redemption of Refunded Obligations.
Subject to the delivery of the Bonds and the receipt of the Purchase Price for the Bonds from the Purchaser, the City irrevocably directs that the principal amount of each Refunded Obligation be redeemed and paid in full in advance of its stated maturity on the applicable Redemption Date. The appropriate officers of the City are directed to instruct the fiscal agent for each of the Outstanding Bonds to take all actions required to call each Refunded Bond for redemption on the applicable Redemption Date, including giving notice in the manner required by the governing documents for the Outstanding Bonds; provided, however, that no such action may be taken to redeem the Refunded Obligations until after the Bonds are delivered and paid for. Notwithstanding the foregoing, the City ratifies and approves any action that has been taken in connection with the Refunding and the redemption of the Refunded Obligations prior to the date of this resolution.
Section 21. Publication of Notice.
The Comptroller is directed to publish notice that the City has agreed to sell the Bonds of each series. The notice shall be published in the City’s official newspaper, as a class 1 notice under Chapter 985 of the Wisconsin Statutes promptly after the execution of the Purchase Agreement. The notice shall be in substantially the form shown in Exhibit B. The Comptroller shall obtain proof, in affidavit form, of the publication, and shall compare the notice as published with the attached form to make sure that no mistake was made in publication.
Section 22. Authorization of Officers.
The appropriate officers of the City are directed to prepare and furnish the following items to the Purchaser and the attorneys approving the legality of the Bonds:
(i) Certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City.
(ii) Other affidavits, certificates, and information that may be required to show the facts about the legality of the Bonds, as such facts appear on the books and records under the officer’s custody or control or as are otherwise known to the officer.
All certified copies, affidavits, certificates, and information furnished for such purpose will be representations of the City as to the facts they present.
Section 23. Tax Law Covenants.
The City covenants that it will comply with all requirements of the Code that must be satisfied so that the Bonds issued as Tax-Exempt will maintain such tax-exempt status.
Section 24. Further Authorization.
The City authorizes its officers, attorneys, and other agents or employees to do all acts required of them to carry out the purposes of this resolution.
Section 25. Conflict with Prior Acts.
In case any part of a prior action of the Governing Body conflicts with this resolution, that part of the prior action is hereby rescinded.
Section 26. Severability of Invalid Provisions.
If a court holds any provision of this resolution to be illegal or invalid, then the illegality or invalidity shall not affect any other provision of this resolution.
Section 27. Resolution Effective upon Adoption and Approval.
This resolution takes effect upon its adoption and approval in the manner provided by law.
Requestor
Comptroller
Drafter
Joshua Benson
1/10/2025
PD-8693abW.rtf