Number
171700
Version
Substitute 1
Reference
131057
Sponsor
The Chair
Title
Substitute resolution authorizing the sale and issuance of up to $60,000,000 Water System Revenue Bonds.
Analysis
This resolution authorizes and provides for the sale by the City of a series of Water System Revenue Bonds in the principal amount not to exceed $60,000,000 for financing the costs of improvements to the City’s Water System; prescribing certain details of such bonds; and certain other matters related thereto.
Body
Whereas, in interpreting the terms of the Series 2018 Resolution (hereinafter defined), all terms which are defined in Section 1.01 of the Resolution (hereinafter defined) shall have the same meanings, respectively, in this Series 2018 Resolution as such terms are given in said Section 1.01 of the Resolution. In addition, as used in this Series 2018 Resolution the following terms shall have the following respective meanings:
“Resolution” means Common Council Resolution File No. 131057 adopted by the Common Council on July 22, 2014.
“Series 2018 Bonds” means the Water System Revenue Bonds authorized to be issued pursuant to and subject to the terms, conditions and limitations established in the Resolution and this Series 2018 Resolution.
“Series 2018 Resolution” means this Series 2018 Resolution authorizing up to $60,000,000 aggregate principal amount of the Series 2018 Bonds.
“Tax Certificate” means the Tax Compliance Certificate executed by an Authorized Officer of the City in connection with the issuance of the Series 2018 Bonds; and
Whereas, the Resolution provides the authority (when utilized in conjunction with separate “Series” resolutions) for the issuance of Water System Revenue Bonds to be payable from the revenues of the Water System; and
Whereas, it is hereby found and determined that it is necessary and required that the City authorize and issue at this time a series of bonds to provide money for the improvement of any plant and equipment in the City’s Water System, used for, useful in, or pertaining to the supply, treatment, storage and transmission of water; and
Whereas, for the sound financial operation of the Water System, it is desirable for the City to pledge to pay for water service provided to the City; and
Whereas, this Series 2018 Resolution is adopted pursuant to Section 66.0621, Wisconsin Statutes, and the Resolution; now, therefore, be it
Resolved, by The Common Council of the City of Milwaukee, that the City of Milwaukee does hereby authorize the issuance and sale of Series 2018 Water System Revenue Bonds in the aggregate principal amount not to exceed $60,000,000 for the purpose of financing the Costs of Improvements to the City’s Water System (the “2018 Improvements”) consisting of replacing, improving, and maintaining mains, hydrants, valves, treatment plants, pump facilities, storage facilities, office and repair facilities, and back-up power generation, at an estimated cost of $60,000,000, to make such credit to the Series 2018 Debt Service Reserve Account in the Reserve Fund as may be necessary in connection with the issuance and sale of the Series 2018 Bonds and to pay the costs of issuance of the Series 2018 Bonds. Such purposes shall also include the refunding of General Obligation debt issued for the above purposes. This authorization constitutes a Series Resolution within the meaning of the Resolution and is adopted in accordance with Article X of the Resolution, and shall be subject to the terms and conditions and limitations established in the Resolution; and, be it
Further Resolved, that so long as any Series 2018 Bonds are outstanding, the reasonable cost and value of services rendered to the City by the Water System by furnishing water services for public purposes, shall be charged against the City and shall be paid by it in quarterly installments as the service accrues, out of the current revenues of the City collected or in the process of collection, exclusive of the revenues derived from the Water System and out of the tax levy of the City made by it to raise money to meet its necessary current expenses. It is hereby found and determined that the reasonable cost and value of such service to the City in each Fiscal Year shall be the amount necessary in the Fiscal Year which, together with the other revenues of the Water System, will produce Net Revenues in each Fiscal Year equal to not less than 1.00 times the maximum aggregate Debt Service on the Bonds (as defined in the Resolution) then Outstanding plus 1.00 times the aggregate Support Facility Reimbursement Obligations then Outstanding. However, such payment out of the tax levy shall be subject to (a) approval of the Public Service Commission, or successors to its function, if necessary, (b) yearly appropriations therefor and (c) applicable levy limitations, if any; but neither this Resolution nor such payment shall be construed as constituting an obligation of the City to make any such appropriation over and above the reasonable cost and value of services rendered to the City and its inhabitants or make any subsequent payment over and above such reasonable cost and value. Such compensation for such service rendered to the City shall, in the manner hereinabove provided, be paid into the Revenue Fund.
Further Resolved, that the Series 2018 Bonds are to be issued in accordance with Sections 3.01 and 3.03 of the Resolution and shall be issued as Tax Exempt Bonds. The Series 2018 Bonds shall be issued as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof. The Series 2018 Bonds shall be numbered or lettered, or both, as shall be determined by the Commissioners of the Public Debt. The Series 2018 Bonds shall be issued as Book Entry Bonds and The Depository Trust Company shall be the depository therefor. The principal of and premium, if any, on the Series 2018 Bonds shall be paid upon presentation and surrender at the Office of the Treasurer of the City or at the corporate trust office of a bank, trust company designated by the Authorized Officer as the Paying Agent for the Series 2018 Bonds; and, be it
Further Resolved, that there is hereby delegated to the Commissioners of the Public Debt of the City subject to the limitations as contained herein and in the Resolution, the power with respect to the Series 2018 Bonds to determine and carry out the following: (a) the date or dates, maturity date or dates and principal amount of each maturity of the Series 2018 Bonds or the method for calculating such dates and amounts, the amount and date of each Sinking Fund Installment, if any, or the method for calculating the Sinking Fund Installment and which Series 2018 Bonds are Serial or Term Bonds, if any, and the Record Date or Record Dates of the Series 2018 Bonds next preceding an interest payment or redemption date for such Series 2018 Bonds; provided, however, that in accordance with the provisions of the Resolution, the Series 2018 Bonds shall mature at any such time or times not exceeding 40 years from the date of issuance; (b) the interest rate or rates, if any, of the Series 2018 Bonds or the manner of determining such rate or rates, the date from which interest on the Series 2018 Bonds shall accrue, the dates on which interest on the Series 2018 Bonds shall be payable, if any; provided, however, that the interest rate for the Series 2018 Bonds maturing in any year shall not exceed 6.00%; (c) the Redemption Price or Redemption Prices, if any, and subject to Article V of the Resolution, the redemption terms for the Series 2018 Bonds, provided, however, that the Series 2018 Bonds shall have an optional redemption price of par with an optional redemption date no later than the last debt service payment date in the 10th calendar year after the date of issuance of the Series 2018 Bonds; (d) the provisions for the sale or exchange of the Series 2018 Bonds and for the delivery thereof; (e) directions for the application of the proceeds of the Series 2018 Bonds, including the interest on such Series 2018 Bonds to be capitalized from the proceeds thereof, if any, and the date or dates to which such capitalized interest shall accrue; (f) the series designation and form of the Series 2018 Bond or Bonds; and (g) any other provisions that are not in conflict with the Resolution or this Series 2018 Resolution. The Commissioners of the Public Debt of the City shall adopt in one or more resolutions actions taken pursuant to the authority granted herein or in the Resolution, which resolutions shall be filed with the City Clerk of the City; and, be it
Further Resolved, that the Series 2018 Bonds shall be sold, in one or more issues, at public or private sale on such date or dates and at such price or prices, all as shall be determined by the Commissioners of the Public Debt; provided that an issue of Series 2018 Bonds shall be sold at an aggregate issue price of not less than 99.0% of the par value thereof and at a true interest cost rate not in excess of 7.00%. An Authorized Officer is hereby authorized to prepare or cause to be prepared and distributed a Preliminary Official Statement relating to the Series 2018 Bonds. The final details of the Series 2018 Bonds, including the purchase price thereof, the interest rates to be borne thereby and the premium, if any, payable upon the redemption thereof shall be determined by subsequent resolution or resolutions of the Commissioners of the Public Debt of the City; provided further that the details of the Series 2018 Bonds shall otherwise comply with the provisions of this Series 2018 Resolution and the Resolution; and, be it
Further Resolved, that the Series 2018 Bonds shall be executed in accordance with the provisions of Section 4.02 of the Resolution. An Authorized Officer is hereby authorized to execute and deliver, in the name and on behalf of the City, any and all agreements, documents and instruments, and to do and cause to be done any and all acts and things, said Authorized Officer deems necessary or advisable in connection with the offering, sale and issuance of the Series 2018 Bonds and to carry out the transactions contemplated by this Series 2018 Resolution; and, be it
Further Resolved, that, pursuant to Section 6.07 of the Resolution there are hereby created and established the following special accounts of the City in the Construction Fund established and maintained under the Resolution: the “2018 Series Account” for the payment of the Costs of the 2018 Improvements and for the payment of costs of issuance of the Series 2018 Bonds and the “2018 Series Interest Account” in the event any interest on the Series 2018 Bonds is capitalized from the proceeds of the Series 2018 Bonds, and that the proceeds of sale of the Series 2018 Bonds shall be credited to such Accounts in the sums required for such purposes; and be it
Further Resolved, that if the Commissioners of the Public Debt shall determine that the creation of a Reserve Account for the Series 2018 Bonds will enhance the marketing of the Series 2018 Bonds, then there shall be created and established the “Series 2018 Debt Service Reserve Account” as a Reserve Account of the Reserve Fund, and from and after the time of the delivery of the Series 2018 Bonds, there shall be on deposit in the Series 2018 Debt Service Reserve Account, an amount equal to the Series 2018 Reserve Account Requirement, being such amount (if any) as may be determined by the Commissioners of the Public Debt. Any increase in the Reserve Account Requirement resulting from the issuance of the Series 2018 Bonds shall be funded from the proceeds of the Series 2018 Bonds; and, be it
Further Resolved, that the interest on the Series 2018 Bonds is intended to be excluded from gross income for purposes of federal income taxation. In order to maintain such exclusion, the City affirms that the tax covenant made in Section 8.13 of the Resolution shall apply to the Series 2018 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 Series 2018 Bonds; the obligation of the City to comply with the provisions herein with respect to the rebate to the Department of the Treasury of the United States of America relating to the Series 2018 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 Series 2018 Bonds notwithstanding that the Series 2018 Bonds are no longer outstanding; and, be it
Further Resolved, that the Continuing Disclosure Certificate, in substantially the form of the Supplemental Certificate authorized by File Number 100846 adopted on November 23, 2010, is authorized to be executed and delivered by the Comptroller for the Series 2018 Bonds; and, be it
Further Resolved, that 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 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.
Requestor
Comptroller
Drafter
RL
03/14/2018
PD-8406c2W.rtf