Number
252226
Version
SUBSTITUTE 1
Reference
991863, 021776, 100863, 230413, 252228
Sponsor
THE CHAIR
Title
Substitute resolution authorizing the sale and issuance of Sewerage System Revenue Refunding Bonds in one or more series.
Analysis
This resolution authorizes and provides for the sale by the City of one or more series of sewerage system revenue refunding bonds to be issued to finance the current refunding of certain outstanding sewerage system revenue bonds payable from the revenues of the City’s Sewerage System and the related costs of issuance; prescribes certain details of such bonds; and sets forth certain other matters related thereto.
Body
Whereas, capitalized terms not otherwise defined in this resolution (the “Series Resolution”) shall have the meanings set forth in Section 1.01 of the Sewerage System Bond Resolution, 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 provides the authority (when utilized in conjunction with separate Series Resolutions) for the issuance by the City of Milwaukee, Wisconsin (the “City”), of multiple series of sewerage system revenue bonds to be payable from the revenues of the City’s Sewerage System (the “System”); and
Whereas, Resolution File No. 230413 adopted by the Common Council on July 31, 2023 is both a “Series Resolution” and a “Supplemental Resolution” as those terms are defined in the Master Resolution, which authorized both an amendment to the Master Resolution and the issuance of Series 2023 Bonds to finance, among other things, the refunding of the City’s outstanding Sewerage System Revenue Bonds, Series 2013 S5, dated June 26, 2013 (the “2013 Bonds”); the Series 2023 Bonds were never issued due to unfavorable market conditions therefore the Series 2013 Bonds remain outstanding; and
Whereas, it is hereby found and determined that it is now advantageous to the City that the City authorize the issuance of one or more series of sewerage system revenue refunding bonds (the “Refunding Bonds”) to finance the current refunding of all or a portion of the City’s outstanding (i) Series 2013 Bonds, and (ii) Sewerage System Revenue Bonds, Series 2016 S7, dated August 25, 2016 (the “2016 Bonds” and together with the 2013 Bonds, the “Prior Bonds”), collectively referred to herein as the “Refunding”; and
Whereas, U.S. Bank Trust Company, National Association, the City’s Paying Agent for the Prior Bonds (the “Paying Agent”), currently holds cash on hand in funds and accounts established for the Prior Bonds and for certain other prior Bonds including the City’s $52,565,000 Sewerage System Revenue Bonds, Series 2011 S1, dated June 9, 2011, and redeemed in full in 2021 (the “2011 Bonds”), which cash relating to the Prior Bonds is available to apply to the Refunding and which cash relating to the 2011 Bonds may be determined to be available to apply to the Refunding; and
Whereas, this Series Resolution is adopted pursuant to Section 66.0621 of the Wisconsin Statutes (the “Act”) and the Master Resolution; and
Whereas, this Series Resolution constitutes a “Series Resolution” within the meaning of the Master Resolution, is adopted in accordance with Article III of the Master Resolution, and shall be subject to the terms, conditions, and limitations established in the Master Resolution;
Now Therefore, be it resolved, by the Common Council of the City, that:
Section 1 Authorization of Issuance of Refunding Bonds; Bond Purchase Agreement. The City hereby authorizes the sale and issuance of the Refunding Bonds in one or more series, pursuant to the Act and Sections 3.01, 3.03, and 3.05 of the Master Resolution, in an aggregate principal amount not to exceed $65,000,000 for the purpose of the Refunding, to be sold to an underwriter named in the Bond Purchase Agreement for such Series (each a “Bond Purchase Agreement”). The City may choose to issue more than one series of Refunding Bonds on different dates to effect the Refunding and may choose to eliminate all or a portion of the outstanding 2013 Bonds or 2016 Bonds from the Refunding based on the market conditions on or prior to the sale date of the Refunding Bonds. The determination and approval of the final terms of the Refunding Bonds and the Bond Purchase Agreement and its execution are delegated to the Commissioners of the City’s Public Debt Commission (the “PDC”) in Section 8 hereof.
Section 2 Terms of the Refunding Bonds. The Refunding Bonds shall be issued subject to the following terms and conditions:
(a) The Refunding Bonds shall be designated “Sewerage System Revenue Refunding Bonds, Series 20___”; the name of each Series of Refunding Bonds shall include a series designation. Refunding Bonds of each Series shall be sold at public or private (negotiated) sale, at a purchase price not less than 100% of the principal amount thereof and at a true interest cost of not to exceed 5.00%.
(b) The Refunding Bonds shall be dated as of their date of original issuance, shall be numbered R-1 and upward, and shall be issued in denominations of $5,000 or any multiple thereof. The interest rate for the Refunding Bonds maturing in any year shall not exceed 5.00%. Interest shall be calculated on the basis of a 360-day year made up of twelve 30-day months and shall be payable semiannually on June 1 and December 1 of each year. The Refunding Bonds shall be paid in the manner set forth in the Form of Bond set forth in Exhibit A hereto.
(c) The Refunding Bonds shall mature on June 1 of the years and in the amounts, and may be subject to annual principal installment payments, as set forth in the related Bond Purchase Agreement, provided, however, that the Refunding Bonds shall not mature later than the date of the last maturity of the series of Prior Bonds to be refunded and debt service in any Fiscal Year on the Refunding Bonds shall not exceed debt service in any Fiscal Year on the Prior Bonds to be refunded by 10%. The City hereby finds and determines that the annual debt service payments made or provided for with respect to the Refunding Bonds are reasonable in accordance with prudent municipal utility management practices.
(d) The Refunding Bonds shall not be subject to redemption prior to their stated maturity dates.
(e) The City shall cause the preparation and distribution of a preliminary official statement and a final official statement describing the terms of, and security for, the Refunding Bonds.
(f) The Refunding Bonds shall be issued as Book-Entry Bonds registered in the name of the Depository or its nominee.
(g) The cash held by the Paying Agent allocable to the respective Prior Bonds shall be applied to effect the Refunding of the related Prior Bonds.
(h) The Refunding Bonds shall be issued as Tax-exempt Bonds. To maintain such exclusion, the City affirms that the tax covenant made in Section 8.13 of the Master Resolution shall apply to the Refunding Bonds. In furtherance of the foregoing, the City shall comply with the provisions of the Tax Certificate executed by an Authorized Officer in connection with the issuance of each series of Refunding Bonds; the obligation of the City to comply with the provisions therein with respect to the rebate to the Department of the Treasury of the United States of America relating to the Refunding Bonds shall remain in full force and effect so long as the City shall be required by the Code to rebate such earnings on the gross proceeds of the Refunding Bonds even after the Refunding Bonds are no longer outstanding.
Section 3 Form, Execution, Registration and Payment of the Refunding Bonds; Fiscal Agent. The Refunding Bonds shall be issued as registered obligations in substantially the form attached to this Series Resolution as Exhibit A and incorporated herein by this reference.
The Refunding Bonds shall be executed with the manual or facsimile signatures of the Mayor and Clerk of the City and countersigned by the manual or facsimile signatures of the Commissioners of the PDC and the Comptroller of the City, authenticated by the Paying Agent, and the City’s seal shall be affixed, or a facsimile of the City’s seal shall be imprinted, on each Refunding Bond. In case any of the officers who shall have signed, attested, authenticated, or registered any of the Refunding Bonds shall cease to be such officer before such Refunding Bonds have been actually issued and delivered, such Refunding Bonds shall be valid nevertheless and may be issued by the City with the same effect as though the persons who had signed, attested, authenticated, or registered such Refunding Bonds had not ceased to be such officers.
The City appoints U.S. Bank Trust Company, National Association, to act as authentication agent, Paying Agent, and registrar for the Refunding Bonds (collectively, the “Fiscal Agent”). The appropriate officers of the City are directed to enter into a fiscal agency agreement with the Fiscal Agent on behalf of the City. 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.
Section 4 Continuing Disclosure. A Supplemental Certificate for the Refunding Bonds, in substantially the form of the Supplemental Certificate authorized by File Number 181110 adopted on December 18, 2018, is authorized to be executed and delivered by the appropriate officer of the City, which together with the City’s Master Continuing Disclosure Certificate and applicable addenda, each dated as of February 1, 2019 (collectively, the “Continuing Disclosure Certificate”), shall make effective the terms of the Continuing Disclosure Certificate to the Refunding Bonds. The City 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 the provisions of the Continuing Disclosure Certificate as amended from time to time. Notwithstanding any other provision of the Master Resolution, failure of the City to perform in accordance with the Continuing Disclosure Certificate shall not constitute a default under the Master Resolution and the Continuing Disclosure Certificate may be enforced only as provided therein.
Section 5 Redemption of Prior Bonds. Subject to the delivery of the Refunding Bonds and the receipt of the purchase price for the Refunding Bonds from the underwriter, the City irrevocably directs that the principal amount of the Prior Bonds be redeemed and paid in full in advance of their stated maturity dates on the redemption date to be set forth in the resolution of the Commissioners of the PDC (the “Redemption Date”). The appropriate officers of the City are directed to instruct the Paying Agent for the Prior Bonds to take all actions required to call the Prior Bonds for redemption on the Redemption Date, including giving notice in the manner required under the Master Resolution. The City ratifies and approves any action that has been taken in connection with the redemption of the Prior Bonds before the date of issuance of the Refunding Bonds, including giving notice as described above.
Section 6 Application of Proceeds; Escrow Account. The proceeds of the sale of the Refunding Bonds of each Series, together with the cash held by the Paying Agent allocable to the respective Prior Bonds and the 2011 Bonds, if determined by an Authorized Officer to be available to apply to the Refunding pursuant to the Master Resolution, shall be deposited by the City into a separate special account within the Sewerage System Special Redemption Fund to be established for such Series of the Refunding Bonds, designated with the applicable Series designation for the Refunding Bonds, and named “[20__] Escrow Account” (each an “Escrow Account”). The establishment of an Escrow Account for each Series of Refunding Bonds, the appointment of an escrow agent, if needed, and the determination of investments therein, each in accordance with the terms of the Master Resolution, are hereby delegated to the Comptroller. If needed, the appropriate officers of the City are authorized to enter into an escrow agreement with an escrow agent on behalf of the City. The Escrow Account shall be used solely to effect the Refunding and to pay the costs of issuance of the Refunding Bonds. Any funds remaining in the Escrow Account after the applicable Redemption Date shall be transferred to the Sewerage System Special Redemption Fund and applied to pay debt service on the Refunding Bonds. The Reserve Account Requirement with respect to the Refunding Bonds is zero ($0.00).
Section 7 Municipal Bond Insurance. If the underwriter named in the Bond Purchase Agreement purchases municipal bond insurance with respect to the Refunding Bonds, then the appropriate officers of the City are hereby authorized and directed to take all actions necessary to assist the underwriter in obtaining such municipal bond insurance. Further, the Commissioners of the PDC are hereby authorized to agree to such additional provisions as the insurer may reasonably request and which are acceptable to the PDC, including provisions regarding restrictions on investment of proceeds of the Refunding Bonds, the payment procedure under the municipal bond insurance policy, the rights of the insurer in the event of default and payment of the Refunding Bonds by the insurer, and notices to be given to the insurer. In addition, appropriate reference to the municipal bond insurance policy shall be added to the form of Refunding Bonds if required by the insurer. Notwithstanding the foregoing, in the event the insurer requires specific insurer provisions to be applicable to the Refunding Bonds, the Commissioners of the PDC are hereby authorized and directed to review and negotiate, as applicable, such provisions and to include language reflecting such provisions in the resolution of the PDC awarding the sale of the Refunding Bonds to the underwriter or in a separate certificate to be signed by the Mayor and Clerk of the City or the Commissioners of the PDC.
Section 8 Delegation of Approvals to the Commissioners of the Public Debt. The City hereby delegates to the Commissioners of the PDC the authority to specify, determine, approve, and carry out any of the foregoing terms and provisions of the Refunding Bonds, subject to the terms and conditions specified above, and to further delegate to the City Comptroller the authority to specify such terms and provisions in a resolution or resolutions adopted by such Commissioners of the PDC and filed with the City Clerk. Such authority includes the determination of whether or not to proceed with the Refunding and the determination of all or portions of the Prior Bonds to be refunded, approval, execution, and delivery of the Bond Purchase Agreement, fiscal agency agreement, and any escrow agreement, appointment of an escrow agent if necessary, determination of investments, assigning a series designation to the Refunding Bonds and the Escrow Account, determination of the Redemption Date for the Prior Bonds, determination of redemption provisions for the Refunding Bonds, and approval the forms of the preliminary official statement and final official statement.
Section 9 Authorized Officers. The Refunding Bonds shall be executed in accordance with the provisions of this Series Resolution. An Authorized Officer is hereby authorized to execute and deliver, in the name and on behalf of the City, any and all 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 offering, sale, and issuance of the Refunding Bonds and to carry out the transactions contemplated by this Series Resolution.
Section 10 Publication of Notice. The City Comptroller shall cause to be published a separate notice for each Series of the Refunding Bonds notifying electors of the City that the City has agreed to sell such Series of the Refunding Bonds. Each notice shall be published promptly in the City’s official newspaper as a class 1 notice under Chapter 985 of the Wisconsin Statutes after the date of the applicable Bond Purchase Agreement. Each notice shall be in substantially the form attached hereto as in Exhibit B. The Comptroller shall obtain proof, in affidavit form, of the publication, and shall compare the published notice with the attached form to confirm that no mistake was made in publication.
Section 11 Conflicting Resolutions. All ordinances, resolutions, or orders, or parts thereof heretofore enacted, adopted or entered, in conflict with the provisions of this Series Resolution, are hereby repealed, and this Series Resolution shall be in effect from and after its passage.
Drafter
Comptroller
Joshua Benson
5/1/2026
PD-8731bW.rtf