Number
060718
Version
Substitute 1
Reference
Sponsor
THE CHAIR
Title
Substitute resolution authorizing the issuance of general obligation refunding bonds.
Analysis
Resolution 050991 authorized the issuance of General Obligation Notes for purposes that includes the Sewer Maintenance Fund. The City is in the process of borrowing for the Sewer Maintenance Fund at favorable low interest rates from the State’s Clean Water Fund (CWF). Because of the long process in borrowing from the CWF, on July 20, 2006, the City borrowed $10,000,000 for Sewer Maintenance Fund purposes pursuant to Resolution 050991 on an interim basis (“Series 2006 P4”) pending a loan from the CWF.
In the event that the loan process is not completed prior to the maturity of the Series 2006 P4 on January 1, 2007, this resolution authorizes a refunding of the Series 2006 P4.
Body
Whereas, The Common Council of the City of Milwaukee (the "City") pursuant to Common Council File Number 050991 (“CCFN 050991”) authorized the sale and issuance of General Obligation Promissory Notes for various public purposes; and
Whereas, Pursuant to CCFN 050991, on July 20, 2006, the $10,000,000 General Obligation Promissory Notes, Series 2006 P4 were issued, the purpose of which was to provide interim financing for Sewer Maintenance Fund purposes (“Outstanding Notes”); and
Whereas, The Common Council is interested in refunding all or a certain portion of the Outstanding Notes; 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 “Bonds”) under the provisions of § 67.04(3) and § 67.08(2), Stats., for the purpose of refunding all or parts of the Outstanding Notes, subject, however, to the terms and conditions hereinafter enumerated; and, be it
Further Resolved, That the Bonds shall be in one or more series of bonds in an aggregate amount not to exceed $11,000,000; bear interest at a maximum coupon rate not to exceed 9.00% per annum; have a maximum True Interest Cost Rate (TIC) not to exceed 7.25%; 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 therefore; be issued on or before January 1, 2007; and be subject to optional redemption at a price not to exceed 101%, as determined by the Commissioners of the Public Debt; and, be it
Further Resolved, That the Outstanding Notes to be considered for refunding are hereby designated as follows:
SERIES DATED DATE REDEMPTION DATE
Series 2006 P4 July 20, 2006 January 1, 2007
; and, be it
Further Resolved, That the Commissioners of the Public Debt shall determine the notes to be refunded (the “Refunded Notes”) by the Bonds; and, be it
Further Resolved, That the Bonds, if sold at a private sale, shall be sold to such principal underwriters and other specified underwriters which may include the Public Debt Amortization Fund, 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 Bonds shall be designated, be dated, bear interest, have interest payable on, and 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 the Bonds, not to exceed 20 years, and interest thereon, the redemption provisions thereof, if any, 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 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 of Milwaukee 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 Bonds so long as any Bonds of said issue remain outstanding; and, be it
Further Resolved, That interest on or principal of the 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, For the purpose of assuring the payment of the principal of and interest on the Refunded Notes, the proper City officials may, and are authorized to execute an Escrow Agreement with respect to the proceeds of the Bonds. The City Comptroller is hereby authorized to select an Escrow Agent and a Verification Accountant with respect to the proceeds of the Bonds and the deposit of securities purchased by the City. The deposit of the proceeds of the Bonds into the Escrow Account to be established with the Escrow Agent is hereby authorized, 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 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 the Bonds and registered 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 Bonds. The City will make payment of principal, redemption premium, if any, and interest on the Bonds on the dates set forth herein to The Depository Trust Company, or its nominee, as registered owner of the Bonds, in same-day funds. Notices, if any, given by the City to the registered owner of the Bonds will be given to The Depository Trust Company. In the event that the securities depository relationship with The Depository Trust Company for the 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 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 of the Bonds; provided however that should any of the Bonds be owned by the Public Debt Amortization Fund, such Bond may be registered in the name of the Public Debt Amortization Fund; and, be it
Further Resolved, That the City covenants to take all actions necessary to preserve the exclusion of interest on the 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 there under or otherwise applicable thereto. No use of the proceeds of the sale of the Bonds shall be made which, if such use had been reasonably expected on the date of issue of the Bonds would have caused such 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 Bonds; and, be it
Further Resolved, That the City Comptroller is authorized to (i) transfer the balance in the Debt Service Fund account for the Refunded Notes to the Escrow Account for the Bonds and apply same to pay the debt service on the Bonds and (ii) to apply any such balance not needed to pay debt service on the Bonds to the Escrow Account to pay a portion of the costs of issuance of the Bonds; and, be it
Further Resolved, That the cost of issuing the Bonds, including the costs of the escrow and verification, and marketing same shall be deducted and paid from the proceeds of the Bond sale, and/or shall be paid from such amounts as may have been previously appropriated for such purpose; and, be it
Further Resolved, That the Continuing Disclosure Certificate, in substantially the form of the Supplemental Certificate authorized by File Number 031384 adopted on February 10, 2004, is authorized to be executed and delivered by the Comptroller for the Bonds; and, be it
Further Resolved, That the City of Milwaukee authorizes and directs the appropriate officers and employees of the City to take all action necessary or appropriate 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 the resolution, failure of the City to perform in accordance with the Continuing Disclosure Certificate shall not constitute a default under the resolution and the Continuing Disclosure Certificate may be enforced only as provided therein; 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 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; and, be it
Further Resolved, That the Bonds may be sold alone, and/or combined with other notes and bonds of the City; and, be it
Further Resolved, That since the Bonds are being issued to refund Outstanding Notes issued for Sewer Maintenance Fund purposes, the Bonds are “Other SMF Debt” for purposes of Common Council File Number 060091.
Requestor
Comptroller
Drafter
Hurtado, S.C./RSL 10/5/2006
PD-7200aW.doc