Number
252228
Version
SUBSTITUTE 1
Reference
991863, 021776, 100863, 230413
Sponsor
THE CHAIR
Title
Substitute resolution authorizing amendments to Common Council File Number 991863 relating to the City’s Sewerage System Revenue Bonds.
Analysis
This resolution authorizes and provides for the amendment by the City of the bond resolution under which the City’s sewerage system revenue bonds are issued to clarify certain ambiguities and inconsistent provisions.
Body
Whereas, the Common Council of the City of Milwaukee, Wisconsin (the “City”) adopted Common Council File No. 991863 on August 2, 2001, which is the Bond Resolution for the City’s Sewerage System Revenue Bonds (the “Original Resolution”) providing authority for the issuance by the City of multiple series of sewerage system revenue bonds payable from the revenues of the City’s Sewerage System (the “System”) pursuant to Section 66.0621 of the Wisconsin Statutes (the “Act”); and
Whereas, the Original Resolution has been amended by: (i) Common Council File No. 021776, adopted on April 15, 2003 (the “First Supplemental Resolution”), which, among other things, amended and restated Section 3.04(4) of the Original Resolution and was adopted as a Supplemental Resolution under Section 10.02 of the Original Resolution; (ii) Common Council File No. 100863, adopted on November 23, 2010 (the “Second Supplemental Resolution”), which amended Section 6.10(B) of the Original Resolution regarding investment valuation; and (iii) Common Council File No. 230413, adopted on July 31, 2023 (the “Third Supplemental Resolution”), which amended and restated Section 3.03 and Section 4.02 of the Original Resolution (the Original Resolution, as amended by the First Supplemental Resolution, the Second Supplemental Resolution, and the Third Supplemental Resolution, is referred to herein as the “Master Resolution”); and
Whereas, capitalized terms used but not otherwise defined in this Fourth Supplemental Resolution (the “Fourth Supplemental Resolution”) shall have the meanings set forth in the Master Resolution; and
Whereas, the last paragraph in Section 3.03 of the Original Resolution authorizes the Common Council to delegate in a Series Resolution the terms and provisions of a Series of Bonds to the Commissioners of the Public Debt except for certain terms and provisions including a series designation for the Bonds, which is sometimes not known on the adoption date of a Series Resolution or the issuance of Bonds authorized thereunder may be deferred, therefore the City desires to amend said paragraph of Section 3.03 to allow the City more flexibility and permit the series designation to be delegated to the Commissioners of the Public Debt; and
Whereas, Section 3.04(4) of the Original Resolution, as restated by Exhibit A to the First Supplemental Resolution, sets forth certain conditions that must be satisfied prior to the issuance of additional Bonds, exclusive of Refunding Bonds, payable on a parity with all other Outstanding Bonds under the Resolution (the “Additional Bonds Test”); and
Whereas, there remains certain ambiguities, inconsistencies, and points of clarification to be made in the language describing the Additional Bonds Test in Section 3.04(4), therefore the City desires to amend and restate Section 3.04(4) of the Master Resolution to correct and clarify these issues; and
Whereas, Section 3.03(l) of the Original Resolution states that a Series Resolution shall include the form of Bonds of such Series and the form of the Paying Agent’s certificate of authentication thereon, however Section 4.02 of the Original Resolution relating to the execution of Bonds, as restated by Exhibit A to the Third Supplemental Resolution, does not include the requirement that the Paying Agent shall authenticate the Bonds, therefore the City desires to amend Section 4.02 to include such requirement; and
Whereas, Section 5.03(A) of the Original Resolution describes the timing of the notice requirements of a notice of redemption for Bonds to be redeemed but does not provide the flexibility to the City for a notice of optional redemption to be revoked a specified number of days prior to the intended redemption date; and
Whereas, Section 6.08 of the Original Resolution provides for transfers from the Operation and Maintenance Fund to the Special Redemption Fund if needed to meet a shortfall to pay Debt Service, but does not provide for a similar transfer to meet a shortfall in the Rebate Fund, which is inconsistent with Section 6.01(C) of the Original Resolution, therefore the City desires to amend Section 6.08 to add a similar provision for the Rebate Fund; and
Whereas, Section 10.01(A)(iii)(1) of the Master Resolution permits the City to adopt a Supplemental Resolution without the consent of any Bondholders for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or omission or mistake contained in the Master Resolution; and
Whereas, the amendments set forth herein are adopted solely for the purpose of curing and correcting the ambiguities, defective provisions, and inconsistencies identified above, and are not intended to change the substantive requirements of the Additional Bonds Test or to materially adversely affect the rights of any Bondholder; and
Whereas, Section 10.01(B) of the Master Resolution requires that an Opinion of Counsel be delivered prior to the effectiveness of this Fourth Supplemental Resolution, opining that such Supplemental Resolution is authorized or permitted by the Master Resolution and that the adoption thereof will not materially adversely affect the rights of the holders of any Outstanding Bonds; and
Whereas, Section 10.01(C) of the Master Resolution requires that the City provide not less than fifteen (15) days’ prior notice to each Rating Agency then maintaining a rating on any Outstanding Bonds before adopting a Supplemental Resolution pursuant to Section 10.01(A); and
Whereas, this Supplemental Resolution constitutes a “Supplemental Resolution” within the meaning of the Master Resolution and is adopted pursuant to Section 10.01(A)(iii)(1) of the Master Resolution and the Act;
Now Therefore, be it resolved, by the Common Council of the City, that:
Section 1 Amendment to Section 3.03. The last paragraph in Section 3.03 of the Original Resolution is hereby amended and restated in its entirety as set forth in #1 of Exhibit A attached hereto and incorporated herein by this reference.
Section 2 Amendment to Section 3.04(4). Section 3.04(4) of the Original Resolution, as restated by Exhibit A to the First Supplemental Resolution, is hereby amended and restated in its entirety as set forth in #2 of Exhibit A attached hereto and incorporated herein by this reference.
Section 3 Amendment to Section 4.02. Section 4.02 of the Original Resolution, as restated by Exhibit A to the Third Supplemental Resolution, is hereby amended and restated in its entirety as set forth in #3 of Exhibit A attached hereto and incorporated herein by this reference.
Section 4 Amendment to Section 5.03(A). Section 5.03(A) of the Original Resolution is amended by adding a new sentence to the end of said section as set forth in #4 of Exhibit A attached hereto and incorporated herein by this reference.
Section 5 Amendment to Section 6.08. The last sentence in the first paragraph of Section 6.08 of the Original Resolution is hereby amended and restated in its entirety as set forth in #5 of Exhibit A attached hereto and incorporated herein by this reference.
Section 6 Authorization. This Fourth Supplemental Resolution is adopted pursuant to Section 10.01(A)(iii)(1) of the Master Resolution for the purpose of curing and correcting ambiguities, defective provisions, and inconsistencies contained in Sections 3.03, 3.04(4), 4.02, 5.03(A), and Section 6.08 of the Master Resolution, and constitutes a “Supplemental Resolution” as defined in the Master Resolution. The adoption of this Fourth Supplemental Resolution does not require the consent of the holders of any Outstanding Bonds.
Section 6 Opinion of Counsel. Pursuant to Section 10.01(B) of the Master Resolution, this Fourth Supplemental Resolution shall not become effective until an Opinion of Counsel has been filed with the City, which opinion shall state that this Fourth Supplemental Resolution is authorized or permitted by the Master Resolution and that the adoption thereof will not materially adversely affect the rights of the holders of any Outstanding Bonds.
Section 7 Notice to Rating Agencies. Not less than fifteen (15) days prior to the adoption of this Fourth Supplemental Resolution, the City shall have provided written notice to each Rating Agency then maintaining a rating on any Outstanding Bonds, informing such Rating Agency of the proposed amendment, in compliance with Section 10.01(C) of the Master Resolution.
Section 8 Effectiveness. This Fourth Supplemental Resolution shall become effective in accordance with Section 10.04 of the Master Resolution upon the date of its adoption and the delivery of the Opinion of Counsel described in Section 3 hereof.
Section 9 Severability. If any one or more of the provisions of this Fourth Supplemental Resolution shall be found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions hereof shall not be affected or impaired thereby, and the invalidity of any provision shall not affect the validity of the remaining provisions of this Fourth Supplemental Resolution.
Section 10 Authorized Officers. The appropriate officers of the City are hereby authorized and directed to take all actions and to execute and deliver all documents, certificates, and instruments as may be necessary or desirable to carry out and comply with the provisions of this Fourth Supplemental Resolution
Section 11 Conflicting Resolutions. All ordinances, resolutions, or orders, or parts thereof heretofore enacted, adopted or entered, in conflict with the provisions of this Supplemental Resolution, are hereby repealed, and this Fourth Supplemental Resolution shall be in effect from and after its passage.
Drafter
Comptroller
Joshua Benson
5/1/2026
PD-8733bW.rtf