HomeMy WebLinkAboutResolution 2022 (19) Resolution No. 1 (2 )
ST. CROIN NTY, RESOLUTION AWARDING THE SALE OF $80,000,000 GENERAL
��rg-cw�z2saoz OBLIGATION GOVERNMENT CENTER BUILDING BONDS, SERIES
2022A
1 WHEREAS, on March 1, 2022, the County Board of Supervisors of St. Croix County,
2 Wisconsin (the "County") adopted, by a vote of at least three-fourths of the members-elect, an
3 initial resolution authorizing the issuance of general obligation bonds in an amount not to exceed
4 $80,000,000 for the public purpose of paying the cost of capital projects included in the County's
5 budget, including but not limited to, Phase II of the County's Government Center project and
6 acquiring equipment for the same (the "Project") (the above-referenced initial resolution is
7 referred to herein as the "Initial Resolution");
8 WHEREAS, the County Board of Supervisors hereby finds and determines that the
9 Project is within the County's power to undertake and therefore serves a "public purpose" as that
10 term is defined in Section 67.04(1)(b), Wisconsin Statutes;
11 WHEREAS, the County is authorized by the provisions of Section 67.04, Wisconsin
12 Statutes, to borrow money and issue general obligation bonds for such public purposes;
13 WHEREAS, none of the proceeds of the Bonds shall be used to fund the operating
14 expenses of the general fund of the County or to fund the operating expenses of any special
15 revenue fund of the County that is supported by the property taxes;
16 WHEREAS, the County has directed Ehlers & Associates, Inc. ("Ehlers") to take the
17 steps necessary to sell general obligation bonds designated as "General Obligation Government
18 Center Building Bonds, Series 2022A" (the "Bonds")to pay the cost of the Project;
19 WHEREAS, Ehlers, in consultation with the officials of the County, prepared a Notice of
20 Sale (a copy of which is attached hereto as Exhibit A and incorporated herein by this reference)
21 setting forth the details of and the bid requirements for the Bonds and indicating that the Bonds
22 would be offered for public sale on April 4, 2022;
23 WHEREAS, the County Clerk(in consultation with Ehlers) caused a form of notice of
24 the sale to be published and/or announced and caused the Notice of Sale to be distributed to
25 potential bidders offering the Bonds for public sale on April 4, 2022;
26 WHEREAS, the County has duly received bids for the Bonds as described on the Bid
27 Tabulation attached hereto as Exhibit B and incorporated herein by this reference (the "Bid
28 Tabulation"); and
29 WHEREAS, it has been determined that the bid proposal (the "Proposal") submitted by
30 the financial institution listed first on the Bid Tabulation fully complies with the bid
31 requirements set forth in the Notice of Sale and is deemed to be the most advantageous to the
32 County. Ehlers has recommended that the County accept the Proposal. A copy of said Proposal
33 submitted by such institution (the "Purchaser") is attached hereto as Exhibit C and incorporated
34 herein by this reference.
35 NOW, THEREFORE, BE IT RESOLVED by the County Board of Supervisors of the
36 County that:
37 Section 1. Ratification of the Notice of Sale and Offering Materials. The County Board
38 of Supervisors hereby ratifies and approves the details of the Bonds set forth in Exhibit A
39 attached hereto as and for the details of the Bonds. The Notice of Sale and any other offering
40 materials prepared and circulated by Ehlers are hereby ratified and approved in all respects. All
41 actions taken by officers of the County and Ehlers in connection with the preparation and
42 distribution of the Notice of Sale, and any other offering materials are hereby ratified and
43 approved in all respects.
44 Section IA. Award of the Bonds. For the purpose of paying the cost of the Project
45 authorized by the Initial Resolution,there shall be borrowed pursuant to Section 67.04,
46 Wisconsin Statutes, the principal sum of EIGHTY MILLION DOLLARS ($80,000,000) from
47 the Purchaser in accordance with the terms and conditions of the Proposal. The Proposal of the
48 Purchaser offering to purchase the Bonds for the sum set forth on the Proposal,plus accrued
49 interest to the date of delivery, resulting in a true interest cost as set forth on the Proposal, is
50 hereby accepted. The Chairperson and County Clerk or other appropriate officers of the County
51 are authorized and directed to execute an acceptance of the Proposal on behalf of the County.
52 The good faith deposit of the Purchaser shall be applied in accordance with the Notice of Sale,
53 and any good faith deposits submitted by unsuccessful bidders shall be promptly returned. The
54 Bonds shall bear interest at the rates set forth on the Proposal.
55 Section 2. Terms of the Bonds. The Bonds shall be designated "General Obligation
56 Government Center Building Bonds, Series 2022A"; shall be issued in the aggregate principal
57 amount of$80,000,000; shall be dated April 19, 2022; shall be in the denomination of$5,000 or
58 any integral multiple thereof; shall be numbered R-1 and upward; and shall bear interest at the
59 rates per annum and mature on March 1 of each year, in the years and principal amounts as set
60 forth on the Pricing Summary attached hereto as Exhibit D-1 and incorporated herein by this
61 reference. Interest shall be payable semi-annually on March I and September 1 of each year
62 commencing on March 1, 2023. Interest shall be computed upon the basis of a 360-day year of
63 twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities
64 Rulemaking Board. The schedule of principal and interest payments due on the Bonds is set
65 forth on the Debt Service Schedule attached hereto as Exhibit D-2 and incorporated herein by
66 this reference (the "Schedule").
67 Section 3. Redemption Provisions. The Bonds maturing on March 1, 2031 and thereafter
68 are subject to redemption prior to maturity, at the option of the County, on March 1, 2030 or on
69 any date thereafter. Said Bonds are redeemable as a whole or in part, and if in part, from
70 maturities selected by the County, and within each maturity by lot, at the principal amount
71 thereof, plus accrued interest to the date of redemption.
72 Section 4. Form of the Bonds. The Bonds shall be issued in registered form and shall be
73 executed and delivered in substantially the form attached hereto as Exhibit E and incorporated
74 herein by this reference.
75 Section 5. Tax Provisions.
76 (A) Direct Annual Irrepealable Tax Levy. For the purpose of paying the
77 principal of and interest on the Bonds as the same becomes due, the full faith, credit and
78 resources of the County are hereby irrevocably pledged, and there is hereby levied upon all of
79 the taxable property of the County a direct annual Irrepealable tax in the years 2022 through
80 2041 for the payments due in the years 2023 through 2042 in the amounts set forth on the
81 Schedule.
82 (B) Tax Collection. So long as any part of the principal of or interest on the
83 Bonds remains unpaid, the County shall be and continue without power to repeal such levy or
84 obstruct the collection of said tax until all such payments have been made or provided for. After
85 the issuance of the Bonds, said tax shall be, from year to year, carried onto the tax roll of the
86 County and collected in addition to all other taxes and in the same manner and at the same time
87 as other taxes of the County for said years are collected, except that the amount of tax carried
88 onto the tax roll may be reduced in any year by the amount of any surplus money in the Debt
89 Service Fund Account created below.
90 (C) Additional Funds. If at any time there shall be on hand insufficient funds
91 from the aforesaid tax levy to meet principal and/or interest payments on said Bonds when due,
92 the requisite amounts shall be paid from other funds of the County then available, which sums
93 shall be replaced upon the collection of the taxes herein levied.
94 Section 6. Segregated Debt Service Fund Account.
95 (A) Creation and Deposits. There be and there hereby is established in the
96 treasury of the County, if one has not already been created, a debt service fund, separate and
97 distinct from every other fund, which shall be maintained in accordance with generally accepted
98 accounting principles. Debt service or sinking funds established for obligations previously
99 issued by the County may be considered as separate and distinct accounts within the debt service
100 fund.
101 Within the debt service fund, there hereby is established a separate and distinct account
102 designated as the "Debt Service Fund Account for General Obligation Government Center
103 Building Bonds, Series 2022A, dated April 19, 2022" (the "Debt Service Fund Account") and
104 such account shall be maintained until the indebtedness evidenced by the Bonds is fully paid or
105 otherwise extinguished. There shall be deposited into the Debt Service Fund Account (i) all
106 accrued interest received by the County at the time of delivery of and payment for the Bonds; (ii)
107 any premium which may be received by the County above the par value of the Bonds and
108 accrued interest thereon; (iii) all money raised by the taxes herein levied and any amounts
109 appropriated for the specific purpose of meeting principal of and interest on the Bonds when due;
110 (iv) such other sums as may be necessary at any time to pay principal of and interest on the
111 Bonds when due; (v) surplus monies in the Borrowed Money Fund as specified below; and (vi)
112 such further deposits as may be required by Section 67.11, Wisconsin Statutes.
113 (B) Use and Investment. No money shall be withdrawn from the Debt Service
114 Fund Account and appropriated for any purpose other than the payment of principal of and
115 interest on the Bonds until all such principal and interest has been paid in full and the Bonds
116 canceled; provided (i)the funds to provide for each payment of principal of and interest on the
117 Bonds prior to the scheduled receipt of taxes from the next succeeding tax collection may be
118 invested in direct obligations of the United States of America maturing in time to make such
119 payments when they are due or in other investments permitted by law; and (ii) any funds over
120 and above the amount of such principal and interest payments on the Bonds may be used to
121 reduce the next succeeding tax levy, or may, at the option of the County, be invested by
122 purchasing the Bonds as permitted by and subject to Section 67.11(2)(a), Wisconsin Statutes, or
123 in permitted municipal investments under the pertinent provisions of the Wisconsin Statutes
124 ("Permitted Investments"), which investments shall continue to be a part of the Debt Service
125 Fund Account. Any investment of the Debt Service Fund Account shall at all times conform
126 with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") and any
127 applicable Treasury Regulations (the "Regulations").
128 (C) Remaining Monies. When all of the Bonds have been paid in full and
129 canceled, and all Permitted Investments disposed of, any money remaining in the Debt Service
130 Fund Account shall be transferred and deposited in the general fund of the County, unless the
131 County Board of Supervisors directs otherwise.
132 Section 7. Proceeds of the Bonds; Segregated Borrowed Money Fund. The proceeds of
133 the Bonds (the "Bond Proceeds") (other than any premium and accrued interest which must be
134 paid at the time of the delivery of the Bonds into the Debt Service Fund Account created above)
135 shall be deposited into a special fund (the "Borrowed Money Fund") separate and distinct from
136 all other funds of the County and disbursed solely for the purpose or purposes for which
137 borrowed. In no event shall monies in the Borrowed Money Fund be used to fund operating
138 expenses of the general fund of the County or of any special revenue fund of the County that is
139 supported by property taxes. Monies in the Borrowed Money Fund may be temporarily invested
140 in Permitted Investments. Any monies, including any income from Permitted Investments,
141 remaining in the Borrowed Money Fund after the purpose or purposes for which the Bonds have
142 been issued have been accomplished, and, at any time, any monies as are not needed and which
143 obviously thereafter cannot be needed for such purpose(s) shall be deposited in the Debt Service
144 Fund Account.
145 Section 8. No Arbitrage. All investments made pursuant to this Resolution shall be
146 Permitted Investments, but no such investment shall be made in such a manner as would cause
147 the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or the
148 Regulations and an officer of the County, charged with the responsibility for issuing the Bonds,
149 shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the
150 date of delivery of the Bonds to the Purchaser which will permit the conclusion that the Bonds
151 are not "arbitrage bonds," within the meaning of the Code or Regulations.
152 Section 9. Compliance with Federal Tax Laws. (a) The County represents and
153 covenants that the projects financed by the Bonds and the ownership, management and use of the
154 projects will not cause the Bonds to be "private activity bonds" within the meaning of Section
155 141 of the Code. The County further covenants that it shall comply with the provisions of the
156 Code to the extent necessary to maintain the tax-exempt status of the interest on the Bonds
157 including, if applicable, the rebate requirements of Section 148(f) of the Code. The County
158 further covenants that it will not take any action, omit to take any action or permit the taking or
159 omission of any action within its control (including, without limitation, making or permitting any
160 use of the proceeds of the Bonds) if taking, permitting or omitting to take such action would
161 cause any of the Bonds to be an arbitrage bond or a private activity bond within the meaning of
162 the Code or would otherwise cause interest on the Bonds to be included in the gross income of
163 the recipients thereof for federal income tax purposes. The County Clerk, or other officer of the
164 County charged with the responsibility of issuing the Bonds shall provide an appropriate
165 certificate of the County certifying that the County can and covenanting that it will comply with
166 the provisions of the Code and Regulations.
167 (b) The County also covenants to use its best efforts to meet the requirements and
168 restrictions of any different or additional federal legislation which may be made applicable to the
169 Bonds provided that in meeting such requirements the County will do so only to the extent
170 consistent with the proceedings authorizing the Bonds and the laws of the State of Wisconsin and
171 to the extent that there is a reasonable period of time in which to comply.
172 Section 10. Execution of the Bonds; Closing; Professional Services. The Bonds shall be
173 issued in printed form, executed on behalf of the County by the manual or facsimile signatures of
174 the Chairperson and County Clerk, authenticated, if required, by the Fiscal Agent (defined
175 below), sealed with its official or corporate seal, if any, or a facsimile thereof, and delivered to
176 the Purchaser upon payment to the County of the purchase price thereof,plus accrued interest to
177 the date of delivery (the "Closing"). The facsimile signature of either of the officers executing
178 the Bonds may be imprinted on the Bonds in lieu of the manual signature of the officer but,
179 unless the County has contracted with a fiscal agent to authenticate the Bonds, at least one of the
180 signatures appearing on each Bond shall be a manual signature. In the event that either of the
181 officers whose signatures appear on the Bonds shall cease to be such officers before the Closing,
182 such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as
183 if they had remained in office until the Closing. The aforesaid officers are hereby authorized and
184 directed to do all acts and execute and deliver the Bonds and all such documents, certificates and
185 acknowledgements as may be necessary and convenient to effectuate the Closing. The County
186 hereby authorizes the officers and agents of the County to enter into, on its behalf, agreements
187 and contracts in conjunction with the Bonds, including but not limited to agreements and
188 contracts for legal, trust, fiscal agency, disclosure and continuing disclosure, and rebate
189 calculation services. Any such contract heretofore entered into in conjunction with the issuance
190 of the Bonds is hereby ratified and approved in all respects.
191 Section 11. Payment of the Bonds; Fiscal Agent. The principal of and interest on the
192 Bonds shall be paid by U.S. Bank National Association, which is hereby appointed as the
193 County's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin
194 Statutes (the "Fiscal Agent"). The County hereby authorizes the Chairperson and County Clerk
195 or other appropriate officers of the County to enter into a Fiscal Agency Agreement between the
196 County and the Fiscal Agent. Such contract may provide, among other things, for the
197 performance by the Fiscal Agent of the functions listed in Wis. Stats. Sec. 67.10(2)(a) to (j),
198 where applicable, with respect to the Bonds.
199 Section 12. Persons Treated as Owners, Transfer of Bonds. The County shall cause
200 books for the registration and for the transfer of the Bonds to be kept by the Fiscal Agent. The
201 person in whose name any Bond shall be registered shall be deemed and regarded as the absolute
202 owner thereof for all purposes and payment of either principal or interest on any Bond shall be
203 made only to the registered owner thereof. All such payments shall be valid and effectual to
204 satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
205 Any Bond may be transferred by the registered owner thereof by surrender of the Bond at
206 the office of the Fiscal Agent, duly endorsed for the transfer or accompanied by an assignment
207 duly executed by the registered owner or his attorney duly authorized in writing. Upon such
208 transfer,the Chairperson and County Clerk shall execute and deliver in the name of the
209 transferee or transferees a new Bond or Bonds of a like aggregate principal amount, series and
210 maturity and the Fiscal Agent shall record the name of each transferee in the registration book.
211 No registration shall be made to bearer. The Fiscal Agent shall cancel any Bond surrendered for
212 transfer.
213 The County shall cooperate in any such transfer, and the Chairperson and County Clerk
214 are authorized to execute any new Bond or Bonds necessary to effect any such transfer.
215 Section 13. Record Date. The 15th day of the calendar month next preceding each
216 interest payment date shall be the record date for the Bonds (the "Record Date"). Payment of
217 interest on the Bonds on any interest payment date shall be made to the registered owners of the
218 Bonds as they appear on the registration book of the County at the close of business on the
219 Record Date.
220 Section 14. Utilization of The Depository Trust Company Book-Entry-Only System. In
221 order to make the Bonds eligible for the services provided by The Depository Trust Company,
222 New York, New York("DTC"),the County agrees to the applicable provisions set forth in the
223 Blanket Issuer Letter of Representations, which the County Clerk or other authorized
224 representative of the County is authorized and directed to execute and deliver to DTC on behalf
225 of the County to the extent an effective Blanket Issuer Letter of Representations is not presently
226 on file in the County Clerk's office.
227 Section 15. Payment of Issuance Expenses. The County authorizes the Purchaser to
228 forward the amount of the proceeds of the Bonds allocable to the payment of issuance expenses
229 to a financial institution selected by Ehlers at Closing for further distribution as directed by
230 Ehlers.
231 Section 16. Official Statement. The County Board of Supervisors hereby approves the
232 Preliminary Official Statement with respect to the Bonds and deems the Preliminary Official
233 Statement as "final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the
234 Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the
235 "Rule"). All actions taken by officers of the County in connection with the preparation of such
236 Preliminary Official Statement and any addenda to it or final Official Statement are hereby
237 ratified and approved. In connection with the Closing, the appropriate County official shall
238 certify the Preliminary Official Statement and any addenda or final Official Statement. The
239 County Clerk shall cause copies of the Preliminary Official Statement and any addenda or final
240 Official Statement to be distributed to the Purchaser.
241 Section 17. Undertaking to Provide Continuing Disclosure. The County hereby
242 covenants and agrees, for the benefit of the owners of the Bonds,to enter into a written
243 undertaking (the "Undertaking") if required by the Rule to provide continuing disclosure of
244 certain financial information and operating data and timely notices of the occurrence of certain
245 events in accordance with the Rule. The Undertaking shall be enforceable by the owners of the
246 Bonds or by the Purchaser on behalf of such owners (provided that the rights of the owners and
247 the Purchaser to enforce the Undertaking shall be limited to a right to obtain specific
248 performance of the obligations thereunder and any failure by the County to comply with the
249 provisions of the Undertaking shall not be an event of default with respect to the Bonds).
250 To the extent required under the Rule, the Chairperson and County Clerk, or other officer
251 of the County charged with the responsibility for issuing the Bonds, shall provide a Continuing
252 Disclosure Certificate for inclusion in the transcript of proceedings, setting forth the details and
253 terms of the County's Undertaking.
254 Section 18. Record Book. The County Clerk shall provide and keep the transcript of
255 proceedings as a separate record book (the "Record Book") and shall record a full and correct
256 statement of every step or proceeding had or taken in the course of authorizing and issuing the
257 Bonds in the Record Book.
258 Section 19. Bond Insurance. If the Purchaser determines to obtain municipal bond
259 insurance with respect to the Bonds, the officers of the County are authorized to take all actions
260 necessary to obtain such municipal bond insurance. The Chairperson and County Clerk are
261 authorized to agree to such additional provisions as the bond insurer may reasonably request and
262 which are acceptable to the Chairperson and County Clerk including provisions regarding
263 restrictions on investment of Bond proceeds,the payment procedure under the municipal bond
264 insurance policy, the rights of the bond insurer in the event of default and payment of the Bonds
265 by the bond insurer and notices to be given to the bond insurer. In addition, any reference
266 required by the bond insurer to the municipal bond insurance policy shall be made in the form of
267 Bond provided herein.
268
269
270 Section 20. Conflicting Resolutions; Severability; Effective Date. All prior resolutions,
271 rules or other actions of the County Board of Supervisors or any parts thereof in conflict with the
272 provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so
273 conflict. In the event that any one or more provisions hereof shall for any reason be held to be
274 illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The
275 foregoing shall take effect immediately upon adoption and approval in the manner provided by
276 law.
277 Adopted, approved and recorded April 4, 2022.
278
279
280
281 David Peterson
282 Chairperson
283 ATTEST:
284
285 Cindy Campbell
286 County Clerk
287 (SEAL)
288
289 EXHIBIT A
290
291 Notice of Sale
292 To be provided by Ehlers &Associates, Inc. and incorporated into the Resolution.
293 (See Attached)
294
295 EXHIBIT B
296
297 Bid Tabulation
298 To be provided by Ehlers &Associates, Inc. and incorporated into the Resolution.
299 (See Attached)
300
301 EXHIBIT C
302
303 Winning
304 To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
305 (See Attached)
306 EXHIBIT D-1
307
308 Pricing Summary
309 To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
310 (See Attached)
311 EXHIBIT D-2
312
313 Debt Service Schedule and Irrepealable Tax Levies
314 To be provided by Ehlers &Associates, Inc. and incorporated into the Resolution.
315 (See Attached)
316 EXHIBIT E
317
318 (Form of Bond)
319
320
321 UNITED STATES OF AMERICA
322 REGISTERED STATE OF WISCONSIN DOLLARS
323 NO. R- ST. CROIX COUNTY $
324 GENERAL OBLIGATION GOVERNMENT CENTER BUILDING BOND, SERIES 2022A
325
MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP:
March I April 19, 2022 %
326
327 DEPOSITORY OR ITS NOMINEE NAME: CEDE & CO.
328 PRINCIPAL AMOUNT: THOUSAND DOLLARS
329 ($
330 FOR VALUE RECEIVED, St. Croix County, Wisconsin (the "County"), hereby
331 acknowledges itself to owe and promises to pay to the Depository or its Nominee Name (the
332 "Depository") identified above (or to registered assigns), on the maturity date identified above,
333 the principal amount identified above, and to pay interest thereon at the rate of interest per
334 annum identified above, all subject to the provisions set forth herein regarding redemption prior
335 to maturity. Interest shall be payable semi-annually on March I and September I of each year
336 commencing on March 1, 2023 until the aforesaid principal amount is paid in full. Both the
337 principal of and interest on this Bond are payable to the registered owner in lawful money of the
338 United States. Interest payable on any interest payment date shall be paid by wire transfer to the
339 Depository in whose name this Bond is registered on the Bond Register maintained by U.S. Bank
340 National Association (the "Fiscal Agent") or any successor thereto at the close of business on the
341 15th day of the calendar month next preceding each interest payment date (the "Record Date").
342 This Bond is payable as to principal upon presentation and surrender hereof at the office of the
343 Fiscal Agent.
344 For the prompt payment of this Bond together with interest hereon as aforesaid and for
345 the levy of taxes sufficient for that purpose, the full faith, credit and resources of the County are
346 hereby irrevocably pledged.
347 This Bond is one of an issue of Bonds aggregating the principal amount of$80,000,000,
348 all of which are of like tenor, except as to denomination, interest rate, maturity date and
349 redemption provision, issued by the County pursuant to the provisions of Section 67.04,
350 Wisconsin Statutes, for the public purpose of paying the cost of capital projects included in the
351 County's budget, including but not limited to, Phase 11 of the County's Government Center
352 project and acquiring equipment for the same, as authorized by resolutions adopted on March 1,
353 2022 and April 4, 2022. Said resolutions are recorded in the official minutes of the County
354 Board of Supervisors for said dates.
355 The Bonds maturing on March 1, 2031 and thereafter are subject to redemption prior to
356 maturity, at the option of the County, on March 1, 2030 or on any date thereafter. Said Bonds
357 are redeemable as a whole or in part, and if in part, from maturities selected by the County, and
358 within each maturity by lot (as selected by the Depository), at the principal amount thereof, plus
359 accrued interest to the date of redemption.
360 In the event the Bonds are redeemed prior to maturity, as long as the Bonds are in book-
361 entry-only form, official notice of the redemption will be given by mailing a notice by registered
362 or certified mail, overnight express delivery, facsimile transmission, electronic transmission or in
363 any other manner required by the Depository, to the Depository not less than thirty (30) days nor
364 more than sixty (60) days prior to the redemption date. If less than all of the Bonds of a maturity
365 are to be called for redemption,the Bonds of such maturity to be redeemed will be selected by
366 lot. Such notice will include but not be limited to the following: the designation, date and
367 maturities of the Bonds called for redemption, CUSIP numbers, and the date of redemption. Any
368 notice provided as described herein shall be conclusively presumed to have been duly given,
369 whether or not the registered owner receives the notice. The Bonds shall cease to bear interest
370 on the specified redemption date provided that federal or other immediately available funds
371 sufficient for such redemption are on deposit at the office of the Depository at that time. Upon
372 such deposit of funds for redemption the Bonds shall no longer be deemed to be outstanding.
373 It is hereby certified and recited that all conditions, things and acts required by law to
374 exist or to be done prior to and in conriection with the issuance of this Bond have been done,
375 have existed and have been performed in due form and time; that the aggregate indebtedness of
376 the County, including this Bond and others issued simultaneously herewith, does not exceed any
377 limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual
378 ilrepealable tax has been levied sufficient to pay this Bond, together with the interest thereon,
379 when and as payable.
380 This Bond is transferable only upon the books of the County kept for that purpose at the
381 office of the Fiscal Agent, only in the event that the Depository does not continue to act as
382 depository for the Bonds, and the County appoints another depository, upon surrender of the
383 Bond to the Fiscal Agent, by the registered owner in person or his duly authorized attorney,
384 together with a written instrument of transfer(which may be endorsed hereon) satisfactory to the
385 Fiscal Agent duly executed by the registered owner or his duly authorized attorney. Thereupon a
386 new fully registered Bond in the same aggregate principal amount shall be issued to the new
387 depository in exchange therefor and upon the payment of a charge sufficient to reimburse the
388 County for any tax, fee or other governmental charge required to be paid with respect to such
389 registration. The Fiscal Agent shall not be obliged to make any transfer of the Bonds (i) after the
390 Record Date, (ii) during the fifteen (15) calendar days preceding the date of any publication of
391 notice of any proposed redemption of the Bonds, or(iii) with respect to any particular Bond,
392 after such Bond has been called for redemption. The Fiscal Agent and County may treat and
393 consider the Depository in whose name this Bond is registered as the absolute owner hereof for
394 the purpose of receiving payment of, or on account of, the principal or redemption price hereof
395 and interest due hereon and for all other purposes whatsoever. The Bonds are issuable solely as
396 negotiable, fully-registered Bonds without coupons in the denomination of$5,000 or any integral
397 multiple thereof.
398 This Bond shall not be valid or obligatory for any purpose until the Certificate of
399 Authentication hereon shall have been signed by the Fiscal Agent.
400 No delay or omission on the part of the owner hereof to exercise any right hereunder shall
401 impair such right or be considered as a waiver thereof or as a waiver of or acquiescence in any
402 default hereunder.
403 IN WITNESS WHEREOF, St. Croix County, Wisconsin, by its governing body, has
404 caused this Bond to be executed for it and in its name by the manual or facsimile signatures of its
405 duly qualified Chairperson and County Cleric; and to be sealed with its official or corporate seal,
406 if any, all as of the original date of issue specified above.
Legal—Fiscal—Administrative Approvals:
Legal Note:
Fiscal Impact: Approving the bond sale obligates the County to make annual payments.
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Heat er mos,Corporation Counsel 3/28/2022 L6Kn n%on,—F'Ance Dir or 3/24/2022
KJ u y dminP4&" 3/28/2022
04/04/22 Administration Committee APPROVED
RESULT: APPROVED [UNANIMOUS]
MOVER: David Peterson, Supervisor
SECONDER: Scottie Ard, Vice Chair
AYES: Long, Koch, Ard, Peterson, Peavey
Vote Confirmation.
7,4. w
gob Long Administration,Chairti 4/4/2022
r
St. Croix County Board of Supervisors Action:
Roll Call -Vote Requirement— Majority of Supervisors Present
RESULT: ADOPTED [15 TO 2]
MOVER: Bob Long, Supervisor
SECONDER: Scottie Ard, Supervisor
AYES: Schachtner, Anderson, Long, Leaf, Koch, Hall, Feidler, Ostness, Counter, Hansen,
NAYS: Ard, Tellijohn, Peterson, Achterhof, Peavey
Paul Berning, Richard Ottino
ABSENT: District 18 Vacant
EXCUSED: Paulette Anderson
............--...... .............. ------------
This Resolution was Adopted by the St. Croix County Board of Supervisors on April 4, 2022
Cindy Campbell, County Clerk
STATE OF WISCONSIN
COUNTY OF ST.CROIX
1,Cindy Campbell,St.Croix
County Clerk,DO"ERE BY CERTIFY that
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adopted by the County oard o Supervisors
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Cin y Cam bell,St.Croix County Cler-k-
EXHIBIT A
Notice of Sale
To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
(See Attached)
QB17300281 6.t
APPENDIX E
NOTICE OF SALE
$80,000,000" GENERAL OBLIGATION GOVERNMENT CENTER BUILDING BONDS, SERIES
2022A
ST. CROIX COUNTY, WISCONSIN
Bids for the purchase of$80,000,000* General Obligation Goverm-nent Center Building Bonds, Series 2022A (the
"Bonds")of St.Croix County,Wisconsin(the"County")will be received at the offices of Ehlers and Associates,Inc.
("Ehlers"),3060 Centre Pointe Drive,Roseville,Minnesota 55113-1105,municipal advisors to the County,until 10:00
A.M., Central Time, and ELECTRONIC PROPOSALS will be received via PARITY, in the manner described
below,until 10:00 A.M. Central Time,on April 4,2022,at which time they will be opened,read and tabulated. The
bids will be presented to the Board of Supervisors for consideration for award by resolution at a meeting to be held
at 5:00 P.M.,Central Time,on the same date. The bid offering to purchase the Bonds upon the terms specified herein
and most favorable to the County will be accepted unless all bids are rejected.
PURPOSE
The Bonds of the County are being issued pursuant to Section 67,04, Wisconsin Statutes,for the public purpose of
paying the cost of capital projects included in the County's budget, including but not limited to, Phase 11 of the
County's Government Center project and acquiring equipment for the same,The Bonds are general obligations of the
County,and all the taxable property in the County is subject to the levy of a tax to pay the principal of and interest
on the Bonds as they become due which tax may,under current law,be levied without limitation as to rate or amount.
DATES AND MATURITIES
The Bonds will be dated April 19,2022,will be issued as Rilly registered Bonds in the denomination of$5,000 each,
or any integral multiple thereof, and will mature on March I as follows:
Year Amount* Year Amount* Year Amount*
2023 $2,500,000 2030 $4,150,000 2037 $4,050,000
2024 3,600,000 2031 3,700,000 2038 4,100,000
2025 4,400,000 2032 3,750,000 2039 4,150,000
2026 4,500,000 2033 3,700,000 2040 4,200,000
2027 4,400,000 2034 3,800,000 2041 4,250,000
2028 4,450,000 2035 3,900,000 2042 4,350,000
2029 4,100,000 2036 3,950,000
ADJUSTMENT OPTION
The County reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in
increments of$5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are
adjusted,the purchase price proposed will be adjusted to maintain the same gross spread per$1,000.
TERM BOND OPTION
Bids for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds,
subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption
in each year conforms to the maturity schedule set forth above. All dates are inclusive.
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INTEREST PAYMENT DATES AND RATES
Interest will be payable on March I and September I of each year, commencing March 1, 2023, to the registered
owners of the Bonds appearing of record in the bond register as of the close of business on the 15th day(whether or
not a business day)of the innnediately preceding month. Interest will be computed upon the basis of a 360-day year
of twelve 30-day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board. All
Bonds of the same maturity must bear interest from date of issue until paid at a single,uniform rate. Each rate must
be expressed in an integral multiple of 51100 or 1/8 of I%.
BOOK-ENTRY-ONLY FORMAT
Unless otherwise specified by the purchaser, the Bonds will be designated in the name of Cede&Co., as nominee
for The Depository Trust Company,New York,New York("DTC"). DTC will act as securities depository for the
Bonds,and will be responsible for maintaining a book-entry system for recording the interests of its participants and
the transfers of interests between its participants. The participants will be responsible for maintaining records
regarding the beneficial interests of the individual purchasers of the Bonds, So long as Cede&Co. is the registered
owner of the Bonds, all payments of principal and interest will be made to the depository which, in turn, will be
obligated to remit such payments to its participants for subsequent disbursement to the beneficial owners of the Bonds,
PAYING AGENT
The County has selected U.S.Bank Trust Company,National Association,St.Paul,Minnesota,to act as paying agent
(the "Paying Agent"), The County will pay the charges for Paying Agent services. The County reserves the right to
remove the Paying Agent and to appoint a successor.
OPTIONAL REDEMPTION
At the option of the County, the Bonds maturing on or after March 1,2031 shall be subject to optional redemption
prior to maturity on March 1,2030 or any date thereafter,at a price of par plus accrued interest to the date of optional
redemption.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in pail, the selection
of the amounts and maturities of the Bonds to be redeemed shall be at the discretion of the County. If only part of
the Bonds having a common maturity date are called for redemption, then the County or Paying Agent, if any, will
notify DTC of the particular amount of such maturity to be redeemed, DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial
ownership interest in such maturity to be redeemed,
Notice of such call shall be given by sending a notice by registered or certified mail, facsimile or electronic
transmission,overnight delivery service or in any other manner required by DTC,not less than 30 days nor more than
60 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address
shown on the registration books,
DELIVERY
On or about April 19, 2022, the Bonds will be delivered without cost to the winning bidder at DTC. On the day of
closing,the County will furnish to the winning bidder the opinion of bond counsel hereinafter described,an arbitrage
certification,and certificates verifying that no litigation in any manner questioning the validity of the Bonds is then
pending or,to the best knowledge of officers of the County,threatened. Payment for the Bonds must be received by
the County at its designated depository on the date of closing in immediately available funds.
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LEGAL MATTERS
An opinion as to the validity of the Bonds and the exemption from federal taxation of the interest thereon will be
furnished by Quarles&Brady LLP, Bond Counsel to the County,and will be available at the time of delivery of the
Bonds. The legal opinion will be issued on the basis of existing law and will state that the Bonds are valid and
binding general obligations of the County;provided that the rights of the owners of the Bonds and the enforceability
of the Bonds may be limited by bankruptcy,insolvency,reorganization,moratorium,and other similar laws affecting
creditors'rights and by equitable principles (which may be applied in either a legal or equitable proceeding),
Quarles&Brady LLP has also been retained by the County to serve as Disclosure Counsel to the County with respect
to the Bonds, Although, as Disclosure Counsel to the County, Quarles&Brady LLP has assisted the County with
certain disclosure matters, Quarles & Brady LLP has not undertaken to independently verify the accuracy,
completeness or sufficiency of this Official Statement or other offering material relating to the Bonds and assumes
no responsibility whatsoever nor shall have any liability to any other party for the statements or information contained
or incorporated by reference in this Official Statement. Further, Quarles &Brady LLP makes no representation as
to the suitability of the Bonds for any investor,
SUBMISSION OF BIDS
Bids must not be for less than$79,680,000 nor more than$84,000,000 plus accrued interest on the principal sum of
$80,000,000*from date of original issue of the Bonds to date of delivery. Prior to the time established above for the
opening of bids,interested parties may submit a bid as follows:
1) Electronically to bplidseIle(welders-hic.coni; or
2) Electronically via PARITY in accordance with this Notice of Sale until 10:00 A,M,Central Time,but no bid
will be received after the time for receiving bids specified above. To the extent any instructions or directions
set forth in PARITY conflict with this Notice of Sale, the terms of this Notice of Sale shall control. For
further information about PARITY,potential bidders may contact Ehlers or i-Deal LLC at 1359 Broadway,
2 nd Floor, New York,New York 10018, Telephone(212) 849-502 1.
Bids must be submitted to Ehlers via one of the methods described above and must be received prior to the time
established above for the opening of bids. Each bid must be unconditional except as to legality. Neither the County
nor Ehlers shall be responsible for any failure to receive a facsimile submission,
A good faith deposit ("Deposit") in the amount of$1,600,000 shall be made by the winning bidder by wire
transfer of funds. Such Deposit shall be received by Ehlers no later than two hours after the bid opening time.
Wire transfer instructions will be provided to the winning bidder by Ehlers after the tabulation of bids, The
County reserves the right to award the Bonds to a winning bidder whose wire transfer is initiated but not received by
such time provided that such winning bidder's federal wire reference number has been received by such time. In the
event the Deposit is not received as provided above,the County may award the Bonds to the bidder submitting the
next best bid provided such bidder agrees to such award. The Deposit will be retained by the County as liquidated
damages if the bid is accepted and the Purchaser fails to comply therewith.
The County and the winning bidder who chooses to so wire the Deposit hereby agree irrevocably that Ehlers shall
be the escrow holder of the Deposit wired to such account subject only to these conditions and duties: 1)All income
earned thereon shall be retained by the escrow holder as payment for its expenses;2)If the bid is not accepted,Ehlers
shall, at its expense,promptly return the Deposit amount to the winning bidder; 3)If the bid is accepted,the Deposit
shall be returned to the winning bidder at the closing; 4)Ehlers shall bear all costs of maintaining the escrow account
and returning the funds to the winning bidder; 5)Ehlers shall not be an insurer of the Deposit amount and shall.have
no liability hereunder except if it willfully fails to perform or recklessly disregards, its duties specified herein; and
6)FDIC insurance on deposits within the escrow account shall be limited to$250,000 per bidder,
No bid can be withdrawn after the time set for receiving bids unless the meeting of the County scheduled for award
of the Bonds is adjourned,recessed, or continued to another date without award of the Bonds having been made.
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AWARD
The Bonds will be awarded to the bidder offering the lowest interest rate to be determined on a True Interest Cost
(TIC)basis, The County's computation of the interest rate of each bid, in accordance with customary practice,will
be controlling, In the event of a tie,the sale of the Bonds will be awarded by lot. The County reserves the right to
reject any and all bids and to waive any informality in any bid,
BOND INSURANCE
If the Bonds are qualified for any bond insurance policy,the purchase of such policy shall be at the sole option and
expense of the winning bidder. Any cost for such insurance policy is to be paid by the winning bidder,except that,
if the County requested and received a rating on the Bonds from a rating agency,the County wilt pay that rating fee.
Any rating agency fees not requested by the County are the responsibility of the winning bidder.
Failure of the municipal bond insurer to issue the policy after the Bonds are awarded to the winning bidder shall not
constitute cause for failure or refusal by the winning bidder to accept delivery of the Bonds.
CUSIP NUMBERS
The County will assume no obligation for the assignment or printing of CUSIP numbers on the Bonds or for the
correctness of any numbers printed thereon,but will permit such numbers to'be printed at the expense of the winning
bidder, if the winning bidder waives any delay in delivery occasioned thereby.
NOT QUALIFIED TAX-EXEMPT OBLIGATIONS
The County will NOT designate the Bonds as "qualified tax-exempt obligations" pursuant to Section 265 of the
Internal Revenue Code of 1986,as amended,which permits financial institutions to deduct interest expenses allocable
to the Bonds to the extent permitted Linder prior law.
CONTINUING DISCLOSURE
In order to assist the Underwriters in complying with the provisions of Rule 15c2-12 promulgated by the Securities
and Exchange Commission tinder the Securities Exchange Act of 1934 the County will enter into an undertaking for
the benefit of the holders of the Bonds, A description of the details and terms of the undertaking is set forth in
Appendix D of the Official Statement.
NEW ISSUE PRICING
The winning bidder will be required to provide, in a timely manner, certain information necessary to compute the
yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended, and to provide a
certificate which will be provided by Bond Counsel upon request.
(a) The winning bidder shall assist the County in establishing the issue price of the Bonds and shall execute and
deliver to the County at closing an "issue price" or similar certificate satisfactory to Bond Counsel setting forth the
reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the
supporting pricing wires or equivalent connnunications. All actions to be taken by the County under this Notice of
Sale to establish the issue price of the Bonds may be taken on behalf of the County by the County's municipal advisor
identified herein and any notice or report to be provided to the County may be provided to the County's municipal
advisor.
(b) The County intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i)(defining"competitive
sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the
"competitive sale requirements")because:
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(1) The County shall disseminate this Notice of Sale to potential underwriters in a manner that is
reasonably designed to reach potential investors;
(2) all bidders shall have an equal opportunity to bid;
(3) the County may receive bids from at least three underwriters of municipal bonds who have
established industry reputations for underwriting new issuances of municipal bonds; and
(4) the County anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to
purchase the Bonds at the highest price (or lowest interest cost), as set forth in this Notice of Sale.
Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as
specified in this bid.
(C) If all of the requirements of a"competitive sale"are not satisfied,the County shall advise the whirring bidder
of such fact prior to the time of award of the sale of the Bonds to the winning bidder. In such event,any bid submitted
will not be subject to cancellation or withdrawal and the County agrees to use the rule selected by the winning bidder
on its bid form to determine the issue price for the Bonds. On its bid form, each bidder must select one of the
following two rules for determining the issue price of the Bonds: (1)the first price at which 10%of a maturity of the
Bonds (the "10% test") is sold to the public as the issue price of that maturity or(2)the initial offering price to the
public as of the sate date as the issue price of each maturity of the Bonds(the "hold-the-offering-price rule"),
(d) If all of the requirements of a"competitive sale"are not satisfied and the�w bidder selects the hold-the-
L)ElerLiifjjrice nilo, the winning bidder shall(i)confirm that the underwriters have offered or will offer the Bonds to
the public on or before the date of award at the offering price or prices (the "initial offering price"), or at the
corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the
underwriters participating in the purchase of the Bonds,that the underwriters will neither offer nor sell unsold Bonds
of any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the
initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5h)business day after the sale date; or
(2) the date on which the underwriters have sold at least 10%of that maturity of the Bonds to the public at
a price that is no higher than the initial offering price to the public.
The winning bidder will advise the County promptly after the close of the fifth(5')business day after the sate whether
it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price
to the public.
The County acknowledges that in making the representation set forth above, the winning bidder will rely on:
(i)the agreement of each underwriter to comply with requirements for establishing issue price of the Bonds,
including, but not limited to, its agreement to comply with the hold-the-price rule,if applicable to the Bonds, as set
forth in an agreement among underwriters and the related pricing wires,
(ii)in the event a selling group has been created in connection with the initial sale of the Bonds to the public,
the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing
issue price of the Bonds,including, but not limited to,its agreement to comply with the hold-the-offering-price rule,
if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and
(iii)in the event that in underwriter or dealer who is a member of the selling group is a party to a third-party
distribution agreement that was employed in connection with the initial sale of the Bonds to the public,the agreement
of each broker-dealer that is party to such agreement to comply with the requirements for establishing issue price of
the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule,if applicable
to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires, The County further
acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the
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requirements for establishing issue price rule of the Bonds,including,but not limited to,its agreement to comply with
the hold-the-offering-price rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of
any other underwriter,or of any dealer who is a member of a selling group,or of any broker-dealer that is a party to
a third-party distribution agreement to comply with its corresponding agreement to comply with the requirements for
establishing issue price of the Bonds,including,but not limited to,its agreement to comply with the hold-the-offering-
price rule as applicable to the Bonds.
(e) If all of the requirements of a"competitive sale"are not�satisfjed-and the winning bidder selects the 10%test,
the winning bidder agrees to promptly report to the County,Bond Counsel and Ehlers the prices at which the Bonds
have been sold to the public. That reporting obligation shall continue,whether or not the closing date has occurred,
until either(i) all Bonds of that maturity have been sold or(ii) the 10%test has been satisfied as to each maturity of
the Bonds, provided that, the winning bidder's reporting obligation after the Closing Date may be at reasonable
periodic intervals or otherwise upon request of the County or bond counsel,
(f) By submitting a bid,each bidder confirms that:
(i) any agreement among underwriters, any selling group agreement and each third-party distribution
agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the
related pricing wires,contains or will contain language obligating each underwriter,each dealer who is a member of
the selling group, and each broker-dealer that is patty to such third-party distribution agreement, as applicable, to:
(A)report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it,whether
or not the Closing Date has occurred until either all securities of that maturity allocated to it have been sold or it is
notified by the winning bidder that either the 10%test has been satisfied as to the Bonds of that,maturity,provided
that,the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request
of the County or bond counsel.
(B)comply with the hold-the-offering-price rule,if applicable,in each case if and for so long as directed by
the winning bidder and as set forth in the related pricing wires, and
(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds
to the public, together with the related pricing wires, contains or will contain language obligating each underwriter,
each dealer who is a member of the selling group and each broker dealer that is a party to a third-party distribution
agreement to be employed in conriection with the initial sale of the Bonds to the public to require each broker-dealer
that is a party to Such third-party distribution agreement to:
(A) to promptly notify the wini-ting bidder of any sales of Bonds that, to its knowledge, are made to a
purchaser who is a related patty to an underwriter participating in the initial sale of the Bonds to the public(each such
term being used as defined below), and
(B) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer,the winning
bidder shall assume that each order subinitted by the underwriter, dealer or broker-dealer is a sale to the public,
(g) Sales of any Bonds to any person that is a related patty to an underwriter participating in the initial sale of
the Bonds to the public(each tern being used as defined below)shall not constitute sales to the public for purposes
of this Notice of Sale. Further, for purposes of this Notice of Sale:
0) "public" means any person other than an underwriter or a related party,
(ii) "underwriter"means (A) any person that agrees pursuant to a written contract with the County (or
with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the
Bonds to the public and(B)any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause (A) to participate in the initial sale of the Bonds to the public
(including a member of a selling group or a party to a third-party distribution agreement participating
in the initial sale of the Bonds to the public),
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(iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the
l purchaser are subject,directly or indirectly,to(A)more than 50%common ownership of the voting
power or the total value of their stock, if both entities are corporations (including direct ownership
by one corporation of another), (B)more than 50%common ownership of their capital interests or
profits interests, if both entities are partnerships (including direct ownership by one partnership of
another), or (C) more than 50% connnon ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as applicable, if one entity
is a corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other), and
(iv) "sale date" means the date that the Bonds are awarded by the County to the winning bidder.
PRELIMINARY OFFICIAL STATEMENT
Bidders may obtain a copy of the Preliminary Official Statement relating to the Bonds prior to the bid opening by
request from Ehlers at www.ehlers-inc.coin by connecting to the Bond Sales link, The Syndicate Manager will be
provided with an electronic copy of the Final Official Statement within seven business days of the bid acceptance.
Up to 10 printed copies of the Final Official Statement will be provided upon request. Additional copies of the Final
Official Statement will be available at a cost of$10,00 per copy.
Information for bidders and bid forms may be obtained from Ehlers at 3060 Centre Pointe Drive,Roseville,Minnesota
55 1 13-1 105, Telephone(651)697-8500.
By Order of the Board of Supervisors
Cindy Campbell, County Clerk
St. Croix County,Wisconsin
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EXHIBIT B
Bid Tabulation
To be provided by Ehlers &Associates, Inc, and incorporated into the Resolution,
(See Attached)
QB\73002816,1
EHLERS
BID TABULATION
$80,000,000 General Obligation Government Center Building Bonds, Series 2022A
St. Croix County, Wisconsin
SALE: April 4, 2022
AWARD: J.P. MORGAN SECURITIES LLC
Rating: Moody's Investor's Service "AaV
Tax Exempt- Non-Bank Qualified
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (March 1) RATE YIELD PRICE COST RATE
J.P,MORGAN SECURITIES LLC $83,761,763.00 $25,190,749.50 2,9097%
New York,New York 2023 4,000% 1.600%
Estrada Hinojosa 2024 4.000% 1.840%
Academy Securities 2025 5.000% 1.950%
2026 4.000% 2,040%
2027 4,000% 2,090%
2028 4,000% 2.130%
2029 4,000% 2,200%
2030 5,000% 2.250%
2031 4.000% 2.300%
2032 4.000% 2.360%
2033 3.000% 2,820%
2034 3,000% 2900%
2035 3.000% 3,000%
2036 3.125% 3,130%
2037 3.125% 3.170%
2038 3.125% 3.210%
2039 3,250% 3.250%
2040 3.250% 3,280%
2041 3.250% 3.310%
2042 3.250% 3.340%
PIPER SANDLER&CO. $83,545,609.98 $25,254,435.85 2.9223%
Minneapolis,Minnesota
RAYMOND JAME,S& $83,701,144,50 $25,749,230.50 2,9656%
ASSOCIATES,INC,
St, Petersburg,Florida
Subsequent to bid opening the individual maturity amounts were adjusted.
Adjusted Price - $83,569,664.55 Adjusted Net Interest Cost - $25,1.99,313.91 Adjusted TIC - 2.9218%
BUILDING CQMMUNI7IES, IT'S WHAT WE DO, info@ehlers inc,com �j i (800)552 1171 www.ehlers-inc.com
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (March 1) RATE YIELD PRICE COST RATE
BAIRD $82,638,823.50 $25,580,880,67 2.9819%
Milwaukee,Wisconsin
HILLTOPSECURITIES $84,000,000.00 $26,071,433,33 2.9963%
Dallas,Texas
BOFA MERRILL LYNCH $83,698,269.50 $25,961,763,83 2.9999%
New York,New York
KEYBANC CAPITAL MARKETS $83,666,039.98 $26,117,235.02 3,0082%
INCORPORATED
Cleveland, Ohio
WELLS FARGO BANK,NATIONAL $83,999,920.00 $26,516,371.67 3.0314%
ASSOCIATION
Charlotte,North Carolina
BOK FINANCIAL SECURITIES, $83,629,136.46 $26,735,163.54 3.0600%
INC.
Milwaukee,Wisconsin
HUNTINGTON SECURITIES,INC $83,997,129.98 $26,757,370.02 3.0603%
Chicago,Illinois
Bid Tabulation April 4, 2022
St. Croix County, Wisconsin
$80,000,000 General Obligation Government Center Building Bonds, Series 2022A Page 2
i EXHIBIT C
Winilin-, E3id
To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
(See Attached)
QB\73002816,1
BID FORM
The Board of Supervisors April 4,2022
St.Croix County,Wisconsin
RE: $80,000,000*General Obligation Government Center Building Bonds,Series 2022A(the"Bonds")
DATED: April 19,2022
For all or none of the above Bonds,in accordance with the Notice of Sale and terms of the Global Book-Entry System(unless otherwise specified by the
Purchaser)as stated in this Official Statement,we will pay you$83,761,763.00 (not less than$79,680,000 nor more than$84,000,000)plus accrued
interest to date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as follows:
4.00 %due 2023 5.00 %due 2030 3125 %due 2037
4.00 %due 2024 4.00 %due 2031 3,125 %due 2038
5.00 %due 2025 4.00 %due 2032 325 %due 2039
4.00 %due 2026 3.00 %due 2033 325 %due 2040
4.00 %due 2027 3.00 %due 2034 3.25 %due 2041
4.00 %due 2028 3.00 %due 2035 3.25 %due 2042
4.00 %due 2029 3.125 %due 2036
*The County reserves the right to increase or decrease the principal amount of the Bonds on the day of sale,in increments of$5,000 each. Increases or decreases
may be made in any maturity. If any principal amounts are adjusted,the purchase price proposed will be adjusted to maintain the same gross spread per$1,000.
All Bonds of the same maturity must bear interest from date of issue until paid at a single,uniform rate. Each rate must be expressed in an integral multiple of
51100 or 1/8 of 1%.
A good faith deposit("Deposit")in the amount of$1,600,000 shall be made by the winning bidder by wire transfer of funds. Such Deposit shall be
received by Ehlers no later than two hours after the bid opening time. Wire transfer instructions will be provided to the winning bidder by Ehlers after
the tabulation of bids. The County reserves the right to award the Bonds to a winning bidder whose wire transfer is initiated but not received by such time
provided that such winning bidder's federal wire reference number has been received by such time. In the event the Deposit is not received as provided above,
the County may award the Bonds to the bidder submitting the next best bid provided such bidder agrees to such award. The Deposit will be retained by the
County as liquidated damages if the bid is accepted and the Purchaser fails to comply therewith. We agree to the conditions and duties of Ehlers and Associates,
Inc.,as escrow holder of the Deposit,pursuant to the Notice of Sale.This bid is for prom pt acceptance and is conditional upon delivery of said Bonds to The
Depository Trust Company,New York,New York,in accordance with the Notice of Sale. Delivery is anticipated to be on or about April 19,2022.
This bid is subject to the County's agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in the Preliminary Official Statement for the Bonds.
We have received and reviewed the Official Statement,and any addenda thereto,and have submitted our requests for additional information or corrections to
the Final Official Statement.As Syndicate Manager,we agree to provide the County with the reoffering price of the Bonds within 24 hours of the bid acceptance.
This bid is a firm offer for the purchase of the Bonds identified in the Notice of Sale,on the term s set forth in this bid form and the Notice of Sale,and is not
subject to any conditions,except as permitted by the Notice of Sale.
By submitting this bid,we confirm that we are an underwriter and have an established industry reputation for underwriting new issuances of municipal bonds.
YES: X NO:
If the competitive sale requirements are not met,we elect to use either the: 10%test,or the hold-the-offering-price rule to determine the issue price
of the Bonds.
Account Manager:J.P.Morgan Securities LLC BY:
. .. "
Account Members:Estrada Hinojosa and Academy Securities 0/
Award will be on a true interest cost basis. According to our computations(the correct computation being controlling in the award),the total dollar interest
cost(including any discount or less any premium)computed from April 19,2022 of the above bid is$25,190 749,50 and the true interest cost(TIC)is
2.909756 %.
The foregoing offer is ere acceptedy an on behalf o the Boar o Supervisors o St.Croix County,Wisconsin,on April4,2022.
By - �
/ v
Title: u^ r (�C,-f- C I Title: 1, I,,-K
* Subsequent to bid opening the individual maturity amounts were adjusted.
Adjusted Price-$83,569,664.55 Adjusted Net Interest Cost-$25,199,313.91 Adjusted TIC-29218%
{ EXHIBIT D-1
Pri ILI' , u'I)-m vy.
To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
(See Attached)
QB\73002816.1
St. Croix Countv, Wisconsin
$80,000,000 General Obligation Government Center Building Bonds, Series 2022A
Pricing Summary
Typo of
Maturity Bond Coupon Yield Maturity Value Price YTM Call Date Call Price Dollar Price
03/01/2023 Serial Coupon 4.000% 1,600% 4,890,000,00 102,05 5%,, 4,990,4 99.50
03/01/2024 Serial Coupon 4.000% 1,840% 2,950,000,00 103 943% 3,066,318,50
0310112025 Serial Coupon 5,000% 1.950% 3,845,000,00 108,461% 4,170,325,45
03101/2026 Serial Coupon 4,000% 2.040% d,04S.00Q00 107,250% 4,338,262.50
03/01/2027 Serial Coo on 4,000% 2.090% 4,020,000 00 108 792Y,, 4,373,438,40
03/61/2028 Serial Coupon 4,000% 2.130% -4,145,000.00 110 259% 4,570,235.55
03/0112029 Serial Coupon 4.000% 2200% 3,865,000,00 111,411% 4,306,035.15
03/01/2030 Serial Coupon 5,000% 220% 4,000,000,00 119.722% 14,788,880.00
03/01/2031 Serial Coupon 4,000% 2,300% 3,625,000,00 112.167% c 2,464% 03/01/2030 100.000% 4,066,05 3,75
03/01/2032 Serial Counnn 4,000% 2360% 3.725,000 00 IH 709% c 2,644% 03/01/2030 100.000% 4,161,160.25
03/01/2033 Serial Coupon 3000% 2.8201/4 3,705,000.00 101,259% e 2 86% 03/01/2030 100000% 3,75),64.5-195
03/01/2034 Serial Coupon 300% 2900% 3,815,000.00 100696% c 2,930% 03/01/2030 100000% 3,841,552.40
03/01/'2035 Serial Conpon 3,000% 3.000% 3,925,000,00 100'000% - 3,925,000.00
03/01/2036 Serial Coupon 3 t25% 3.130% 3,985,000,00 99.9,11% 3,982,6,M85
03/01/2037 Serial CUU[Mil 3,12 5'r'4 3.170% 1,090,000,00 99,467% 4,068,200 30
03/01/268 Serial Coupon 3,125% 3,210% 4,150,000 00 WNTN 4,106,30..0,50
03/01/2039 Serial Conpon 3.250% 3 250% 4,205,000,00 100,000% 4,205,000 00
0310112040 Serial Coupon 1250% 1.280% 4,265,000,00 99,594% 4,247,684,10
03/01/20,11 Serial COL11)(H) 3,250% 3,310% 4,320,000,00 99,160% 4,283,712.00
0310112042 Serial Conpoa� 1 3,340% 'l"I 10,01a)00 98.698% 4,3 72,32 1,40
'total $80,000,000.00 S83,615,264.55
Bid Information
Par Amount of Bonds $80,000,000,00
Premium or(Discount) 3,615,264,55
Gross Production $83,6 1 Vwl 51
Total Underwriter's Discount (0,057%) $(45,600.00)
Bid(104.462%) 83,569,664.55
Total Purchase.Price $83,569,664,55
Bond Year Dollars $841.773,33
Average Life 10,522 Years
Average Coupon
NO Interest Cost(NIC) 2,9935985%,
TRIC Interest Cost(TIC) 2 9218237/,,
2022A GO Gavt Cent Bonds I SINGLE PURPOSE 1 114/2022 1 IIASAM
H L E R S
EXHIBIT D-2
Debt Service Schedule and Ii-r makable `lFaax bevies
To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
(See Attached)
QD\73002816.1
St. Croix County, Wisconsin
$80,000,000 General Obligation Government Center Building Bonds, Series 2022A
Debt Service Schedule
Date Principal coupon Interest Total P+I Fiscal Total
011/19/2022
03/01/2023 4,890,000 00 '1000% 2,53 7.497 08 7.427,491.08
09/01/2023 1,366,140,63 1,366,140 63
12/31/2023 8,793,637.71
01/6 1/201A 2,950 I-Io 111$ 4,000% 1,366 HO 61 -1.116.1,10 61
09/01/2024 ly)7,140(0 1,307,140 63 -
12/3 1/2024 5,623.281 26
03/01/2025 3,445,0(0)'00 0001y" 1,307,140,63 5,152,140 63
09/01/2025 1,211,015 63 1,211,015 63
2/3 JOWS 6,363,156 26
03/0 l,'2026 4,045,000 00 4 OOM/.' 1,211,0156) 5,256,01,5.63
09/0112026 1,130,115 63 1,130,115.63
12/31/2026 6,386,131 26
03A)1/2027 4,020,000.00 -1 OWN 1,130,115 61 5,150,115,63
09101/2027 W'),7 I;h I
12/31/2027 6,199,831 26
01/0 1/202lf 4'145,000.00 4,000% 1,049,715,63 5,1911.7 IS 63
09/0 1 M211 966,815 63 966,815 63
12/3 1/2028 6,161,531.26
03/0 1 M29 3J165,000 00 1000% 966,815 63 4,831,81563
09/01/2029 8119,5 15,63 889'7 I5 63
1213 1/2029 5,72 L33 1.26
03/0 1/2030 4.0011'000 0() 889,5)5,63 4,889,51563
09/0 112030 789,515,63 7119,515 61
12/3 1/2030 - 789,51563 - 5,679,031 26
0.110112031 3,Q-S,000 00 'LOCO'y' 789,515('3 4,4 I,L5 15 63
091(I 1/2031 '117,015 63 717,015 63
12/31/2031 - 5,1.11,511.26
03/01/2032 3,725,00000 4 00017G 717.00 63 4,442,015 63
09101/2032 6112,5 15 43 6,12.5 IS 63
1213 1/20,12 5,0114,53 1 26
03101/2031 3,705,000 00 3 000% 642,515 63 4,347,515 63
09/002033 5b6.940 63 5M,940,63
12/3 1/2033 4,934,456 26
113101121011 3'K 151ua1 n0 3 111 fl)'.4 11161 4.401940,o3
09/01/2034 529,71.5 63 529,715 63
1213 1/203.1 4,931,656 26
03/01/2035 3,929,o0g0o j 0001% 529,71563 4,454.3 15,63
09/0)/2035 470,840 63 470,840,63 -
(2/3112035 4925,y56.26
03/01/20.16 3,985,00000 3 1251A 470,840.61 4.455,840.63
09/010 03 6 108,575 00 00
12/31/2036 4,864,41563
03/01/2037 4,090,000 00 3,125% 4O8,37S 00 4,498,575 00
09/01/2037 344,668.75 344,668,75
12/31/2037 4,8,13,243 75
93101I2039 4,150,00000 3 125% 344,66875 4,494,668 75
09/01/2038 279,825 00 279,825,00
1,213 WWII - 4,774,493 75
03/01/2039 4 205MOD 00 1250% 279,825 00 4.484,825 AO
09/01/2039 211,49,1 75 211"193 75
12/11/2039 4,696,318 75
03/01/20110 4'265'OO()GO 3 250% 211,493.75 4,06,493 75
09/01/2040 142,18750 142,)87.50
12/3 1/20,10 4,618.68 1 25
03/01J2041 4,320,000 00 3 2.10% 142,110 50 4,462,187 SO
09/01/204 1 7 1,987.10 71,987 5()
12/3112041 - 4,534,175 00
03/01/2042 4,430,000 00 3 250% 7 1,913 7.M 4,501,987.50
1213 1/2042 4.50 LIM7,50
Total S28,769,978A6 1 1IM(ON'9711"If,
Yield Statistics
Bond Year Dol I." t'84 1,773 33
Acne 1n1 Lift 10 322 Y'I"s
Avmge C..ven 3 4176633%
Nt,l Interest C.-I(NICI 2 993598Sn%
I'me I'llowl cosl(riq 2 92 I8237(X,
Bond Yield I'm Arbi(tapo Purposes 2,902 1650%
All In0u,i,v C ii,l(AI( 2 10311997%
IRS Form 8038
No bneresl Coss 2,913)9991
•
10 326 YvtIrs
2022A GO GM C-1 Bondn I SINGLE PURPOSE 1 4140022 1 11:45 AM
I EXHIBIT E
(Form of Bond)
UNITED STATES OF AMERICA
REGISTERED STATE OF WISCONSIN DOLLARS
NO, R- ST, CROIX COUNTY $
GENERAL OBLIGATION GOVERNMENT CENTER BUILDING BOND, SERIES 2022A
MATURITY DATE: ORIGINAL DATE OF ISSUE: IN"l"I';IZI: ST RATE: CUSIP:
March 1, April 19, 2022 %
DEPOSITORY OR ITS NOMINEE NAME: Cl- Dk, & ("'0.
PRINCIPAL AMOUNT: 11101 JI)ANl' DOLLARS
t.`r - J
FOR VALUE RECEIVED, St. Croix County, Wisconsin (the "County"), hereby
acknowledges itself to owe and promises to pay to the Depository or its Nonrince Name (the
"Depository") identified above (or to registered assigns), on the maturity date identified above,
the principal amount iderltil�ied above, and to pay interest tlaereorl at the rate of interest per
annum identified above, all sribject to the provisiols set fortla herein regarding redemption prior
to maturity, Interest shall'be payable semi-ararairally on Mareta l awl September 1 of each year
commencing on i/larch 1, 2023 until the al�orestud principal 'ar�tiount is paid in full, Both the
principal of and interest ou this Bond are payable to the registered owner in lawful money of the
United States. Interest payable on any interest paynacrrt date shall be paid by wire transfer to the
Depository ita whose rr iiie this 11otid is registered ora I:hc Bond Register maintained by U.S, Bank
National Association (the "Fiscal Agew") or any successor thereto at the close of business on the
15th day of Mae calendar month next preceding each interest payment date (the "Record Date").
This Bond is payable as to principal upon presentation and surrender hereof at the office of the
Fiscal Agent.
For the proraapt piyiiie t of dais Bond together with interest hereon as aforesaid and for
the levy of taxes srrf`Iicient for that purpose, the full faith, credit and resources of the County are
hereby irrevocably pledged,
This Bond is one of an issue of Bonds aggregating the principal amount of$80,000,000,
all of which are of like tenor, except as to denomination, interest rate, maturity date and
redemption provision, issued by the County pursuant to the provisions of Section 67.04,
Wisconsin Statutes, for the public purpose of paying the cost of capital projects included in the
County's budget, including but not limited to,Phase II of the County's Government Center
project and acquiring equipment for the same, as authorized by resolutions adopted on March 1,
2022 and April 4, 2022, Said resolutions are recorded in the official minutes of the County
Board of Supervisors for said dates.
QBV73002816.1
The Bonds maturing on March 1, 2031 and thereafter are subject to redemption prior to
maturity, at the option of the County, on March 1, 2030 or on any date thereafter. Said Bonds
are redeemable as a whole or in part, and if in part, from maturities selected by the County, and
within each maturity by lot (as selected by the Depository), at the principal amount thereof, plus
accrued interest to the date of redemption.
In the event the Bonds are redeemed prior to maturity, as long as the Bonds are in
book-entry-only form, official notice of the redemption will be given by mailing a notice by
registered or certified mail, overnight express delivery, facsimile transmission, electronic
transmission or in any other manner required by the Depository, to the Depository not less than
thirty (30) days nor more than sixty (60) days prior to the redemption date. If less than all of the
Bonds of a maturity are to be called for redemption, the Bonds of such maturity to be redeemed
will be selected by lot. Such notice will include but not be limited to'the following: the
designation, date and maturities of the Bonds called for redemption, CUSIP numbers, and the
date of redemption. Any notice provided as described herein shall be`conclusively presumed to
have been duly given, whether or not the re*gistered owner receives the.,notice. The Bonds shall
cease to bear interest on the specified redemption date provided that federal or other immediately
available funds sufficient for such redemption are on deposit at the office ofthe Depository at
that time. Upon such deposit of funds for redemption the Bonds shall no longer be deemed to be
outstanding.
It is hereby certified and recited that all conditions, things and acts required by law to
exist or to be done prior to and in connection with the issuance of this Bond have been done,
have existed and have been.performed in due form and time; that the aggregate indebtedness of
the County, including this Bond and othersissued simultaneously herewith, does not exceed any
limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual
irrepealable tax has been levied sufficient to pa I y this Bond, together with the interest thereon,
when and as payable.
This Bond is transferable only upon the books of the County kept for that purpose at the
office of the,Fiscal Agent, only in the event that the,,Depository does not continue to act as
depository for the Bonds, and the County appoints another depository, upon surrender of the
Bond to the Fiscal Agent, by the registered owner in person or his duly authorized attorney,
together with a written instrument of transfer(which may be endorsed hereon) satisfactory to the
Fiscal Agent duly executed by the registered owner or his duly authorized attorney. Thereupon a
new fully registered Bond in the same aggregate principal arnount shall be issued to the new
depository in exchange therefor and'upon the payment of a charge sufficient to reimburse the
County for any tax, fee or other governmental charge required to be paid with respect to such
registration. The Fiscal Agent shall not be obliged to make any transfer of the Bonds (i) after the
Record Date, (ii) during the fifteen (15) calendar days preceding the date of any publication of
notice of any proposed redemption of the Bonds, or (iii) with respect to any particular Bond,
after such Bond has been called for redemption. The Fiscal Agent and County may treat and
consider the Depository in whose naine this Bond is registered as the absolute owner hereof for
the purpose of receiving payment of, or on account of, the principal or redemption price hereof
and interest due hereon and for all other purposes whatsoever, The Bonds are issuable solely as
negotiable, fully-registered Bonds without coupons in the denomination of$5,000 or any integral
multiple thereof.
2 QB\73002816.I
This Bond shall not be valid or obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Fiscal Agent,
No delay or omission on the part of the owner hereof to exercise any right hereunder shall
impair such right or be considered as a waiver thereof or as a waiver of or acquiescence in any
default hereunder.
IN WITNESS WHEREOF, St, Croix County, Wisconsin, by its governing body, has
caused this Bond to be executed for it and in its name by the manual or facsimile signatures of its
duly qualified Chairperson and County Clerk; and to be sealed with its official or corporate seal,
if any, all as of the original date of issue specified above,
ST. CROIX (,0UN-FY, 'W1SCONSlN
C'hairpersoii
(SEAL)
By . .........
Cotiiity Clerk
3 QB\73002816.1
Date of Authentication;
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue authorized by the within-mentioned
resolutions of St. Croix County, Wisconsin,
U.S. BANK NATIONAL ASSOCIATION,
ST, PAUL, MINNESOTA
By—
Authorized Signatory
4 QB\73002816,1
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(Name and Address of Assignee)
(Social Security or other Identifying Number of Assignee)
the within Bond and all rights thereunder and hereby irrevocably collStitUtes and appoints
Legal [2eprescritativc, to transfer said Bond on
the books kept for registration thereof, with full power of stibstitUtioll in the premises.
Dated:
Signature Guaranteed:
(e.g. Bank, Trust Company (Depositoly or Nominee Sarre)
or Securities Firm)
N 0'1'1 C 13': This signature must correspond with the
riaine of the Depository or Nominee Name as it
'1ppM11`
S L11)011 the face of the within Bond in every
particular, williotit alteration or enlargement or any
4N]iatever.
................
(AL111iorized Officer)
5 QB\73002816.1