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HomeMy WebLinkAboutResolution 2025 (22)ST. CRO,I}X C,/.UNTY Resolution No. 22 (2025) RESOLVE ITDON AWARDING THE SALE OF $7,500,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2025A 1 WHEREAS, on December 3, 2024, the County Board of Supervisors of St. Croix 2 County, Wisconsin (the "County") adopted an initial resolution (the "Initial Resolution") by a 3 vote of at least three quarters of the members -elect authorizing the issuance of general obligation 4 promissory notes (the "Notes") in an amount not to exceed $7,500,000 for public purposes, 5 including paying the cost of constructing a satellite highway shop and other authorized CIP 6 projects (collectively, the "Project"); and 7 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 Wis. Stat. § 67.04(1)(b); and 11 12 WHEREAS, the County is authorized by the provisions of Wis. Stat. § 67.12(12) to 13 borrow money and issue general obligation promissory notes for such public purposes; and 14 15 WHEREAS, none of the proceeds of the Notes shall be used to fund the operating 16 expenses of the general fund of the County or to fund the operating expenses of any special 17 revenue fund of the County that is supported by property taxes; and 18 19 WHEREAS, the County has directed Ehlers & Associates, Inc. (`Ehlers") to take the 20 steps necessary to sell the Notes to pay the cost of the Project; and 21 22 WHEREAS, Ehlers, in consultation with the officials of the County, prepared a Notice 23 of Sale (a copy of which is attached hereto as Exhibit A and incorporated herein by this 24 reference) setting forth the details of and the bid requirements for the Notes and indicating that 25 the Notes would be offered for public sale on June 3, 2025; and 26 27 WHEREAS, the County Clerk (in consultation with Ehlers) caused a form of notice of 28 the sale to be published and/or announced and caused the Notice of Sale to be distributed to 29 potential bidders offering the Notes for public sale on June 3, 2025; and 30 31 WHEREAS, the County has duly received bids for the Notes as described on the Bid 32 Tabulation attached hereto as Exhibit B and incorporated herein by this reference (the "Bid 33 Tabulation"); and 34 35 WHEREAS, it has been determined that the bid proposal (the "Proposal") submitted by 36 the financial institution listed first on the Bid Tabulation fully complies with the bid 37 requirements set forth in the Notice of Sale and is deemed to be the most advantageous to the 38 County. Ehlers has recommended that the County accept the Proposal. A copy of said Proposal 39 submitted by such institution (the "Purchaser") is attached hereto as Exhibit C and incorporated 40 herein by this reference. ST. CROIX CQ;UNTY Resolution No. 22 (2025) !%I%l5CCt1t4tft RESOLUTION AWARDING THE SALE OF $7,500,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2025A 41 NOW, THEREFORE, BE IT RESOLVED by the County Board of Supervisors of the 42 County that: 43 44 Section 1. Ratification of the Notice of Sale and Offering Materials. The County Board 45 of Supervisors hereby ratifies and approves the details of the Notes set forth in Exhibit A 46 attached hereto as and for the details of the Notes. The Notice of Sale and any other offering 47 materials prepared and circulated by Ehlers are hereby ratified and approved in all respects. All 48 actions taken by officers of the County and Ehlers in connection with the preparation and 49 distribution of the Notice of Sale, and any other offering materials are hereby ratified and 50 approved in all respects. 51 52 Section 1A. Authorization and Award of the Notes. For the purpose of paying the cost 53 of the Project, there shall be borrowed pursuant to Wis. Stat. § 67.12(12), the principal sum of 54 SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000) from the 55 Purchaser in accordance with the terms and conditions of the Proposal. The Proposal of the 56 Purchaser offering to purchase the Notes for the sum set forth on the Proposal, plus accrued 57 interest to the date of delivery, resulting in a true interest cost as set forth on the Proposal, is 58 hereby accepted. The Chairperson and County Clerk or other appropriate officers of the County 59 are authorized and directed to execute an acceptance of the Proposal on behalf of the County. 60 The good faith deposit of the Purchaser shall be applied in accordance with the Notice of Sale, 61 and any good faith deposits submitted by unsuccessful bidders shall be promptly returned. The 62 Notes shall bear interest at the rates set forth on the Proposal. 63 64 Section 2. Terms of the Notes. The Notes shall be designated "General Obligation 65 Promissory Notes, Series 2025A;" shall be issued in the aggregate principal amount of 66 $7,500,000; shall be dated July 2, 2025; shall be in the denomination of $5,000 or any integral 67 multiple thereof; shall be numbered R-1 and upward; and shall bear interest at the rates per 68 annum and mature on June 1 of each year, in the years and principal amounts as set forth on the 69 Pricing Summary attached hereto as Exhibit D-1 and incorporated herein by this reference. 70 Interest shall be payable semi-annually on June 1 and December 1 of each year commencing on 71 June 1, 2026. Interest shall be computed upon the basis of a 360-day year of twelve 30-day 72 months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. 73 The schedule of principal and interest payments due on the Notes is set forth on the Debt Service 74 Schedule attached hereto as Exhibit D-2 and incorporated herein by this reference (the 75 "Schedule"). 76 77 Section 3. Redemption Provisions. The Notes maturing on June 1, 2034 and thereafter 78 shall be subject to redemption prior to maturity, at the option of the County, on June 1, 2033 or 79 on any date thereafter. Said Notes shall be redeemable as a whole or in part, and if in part, from 80 maturities selected by the County, and within each maturity by lot, at the principal amount 81 thereof, plus accrued interest to the date of redemption. ST. CROIX CNWNTY _.� ,�/ �iISCL�l151lG Resolution No. 22 (2025) RESOLUTION AWARDING THE SALE OF $7,500,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2025A 82 The Proposal specifies that some of the Notes shall be subject to mandatory redemption. 83 The terms of such mandatory redemption are set forth on an attachment hereto as Exhibit MRP 84 and incorporated herein by this reference. Upon the optional redemption of any of the Notes 85 subject to mandatory redemption, the principal amount of such Notes so redeemed shall be 86 credited against the mandatory redemption payments established in Exhibit MRP for such Notes 87 in such manner as the County shall direct. 88 89 Section 4. Form of the Notes. The Notes shall be issued in registered form and shall be 90 executed and delivered in substantially the form attached hereto as Exhibit E and incorporated 91 herein by this reference. 92 93 Section 5. Tax Provisions. 94 95 (A) Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and 96 interest on the Notes as the same becomes due, the full faith, credit and resources of the County 97 are hereby irrevocably pledged, and there is hereby levied upon all of the taxable property of the 98 County a direct annual irrepealable tax in the years 2025 through 2044 for the payments due in 99 the years 2026 through 2045 in the amounts set forth on the Schedule. 100 101 (B) Tax Collection. So long as any part of the principal of or interest on the Notes 102 remains unpaid, the County shall be and continue without power to repeal such levy or obstruct 103 the collection of said tax until all such payments have been made or provided for. After the 104 issuance of the Notes, said tax shall be, from year to year, carried onto the tax roll of the County 105 and collected in addition to all other taxes and in the same manner and at the same time as other 106 taxes of the County for said years are collected, except that the amount of tax carried onto the tax 107 roll may be reduced in any year by the amount of any surplus money in the Debt Service Fund 108 Account created below. 109 110 (C) Additional Funds. If at any time there shall be on hand insufficient funds from the 111 aforesaid tax levy to meet principal and/or interest payments on said Notes when due, the 112 requisite amounts shall be paid from other funds of the County then available, which sums shall 113 be replaced upon the collection of the taxes herein levied. 114 115 Section 6. Segregated Debt Service Fund Account. 116 117 (A) Creation and Deposits. There shall be and there hereby is established in the treasury 118 of the County, if one has not already been created, a debt service fund, separate and distinct from 119 every other fund, which shall be maintained in accordance with generally accepted accounting 120 principles. Debt service or sinking funds established for obligations previously issued by the 121 County may be considered as separate and distinct accounts within the debt service fund. ST. CROI , C=AUNTY, l� VGSCO//SGJIr pill Resolution No. 22 (2025) RESOLUTION AWARDING THE SALE OF $7,500,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2025A 122 Within the debt service fund, there hereby is established a separate and distinct account 123 designated as the "Debt Service Fund Account for General Obligation Promissory Notes, Series 124 2025A, dated July 2, 2025" (the "Debt Service Fund Account") and such account shall be 125 maintained until the indebtedness evidenced by the Notes is fully paid or otherwise extinguished. 126 There shall be deposited into the Debt Service Fund Account (i) all accrued interest received by 127 the County at the time of delivery of and payment for the Notes; (ii) any premium which may be 128 received by the County above the par value of the Notes and accrued interest thereon; (iii) all 129 money raised by the taxes herein levied and any amounts appropriated for the specific purpose of 130 meeting principal of and interest on the Notes when due; (iv) such other sums as may be 131 necessary at any time to pay principal of and interest on the Notes when due; (v) surplus monies 132 in the Borrowed Money Fund as specified below; and (vi) such further deposits as may be 133 required by Wis. Stat. § Section 67.11. 134 135 (B) Use and Investment. No money shall be withdrawn from the Debt Service Fund 136 Account and appropriated for any purpose other than the payment of principal of and interest on 137 the Notes until all such principal and interest has been paid in full and the Notes canceled; 138 provided (i) the funds to provide for each payment of principal of and interest on the Notes prior 139 to the scheduled receipt of taxes from the next succeeding tax collection may be invested in 140 direct obligations of the United States of America maturing in time to make such payments when 141 they are due or in other investments permitted by law; and (ii) any funds over and above the 142 amount of such principal and interest payments on the Notes may be used to reduce the next 143 succeeding tax levy, or may, at the option of the County, be invested by purchasing the Notes as 144 permitted by and subject to Wis. Stat. § 67.11(2)(a), or in permitted municipal investments under 145 the pertinent provisions of the Wisconsin Statutes ("Permitted Investments"), which investments 146 shall continue to be a part of the Debt Service Fund Account. Any investment of the Debt 147 Service Fund Account shall at all times conform with the provisions of the Internal Revenue 148 Code of 1986, as amended (the "Code") and any applicable Treasury Regulations (the 149 "Regulations"). 150 151 (C) Remaining Monies. When all of the Notes have been paid in full and canceled, and 152 all Permitted Investments disposed of, any money remaining in the Debt Service Fund Account 153 shall be transferred and deposited in the general fund of the County, unless the County Board of 154 Supervisors directs otherwise. 155 156 Section 7. Proceeds of the Notes; Segregated Borrowed Money Fund. The proceeds of 157 the Notes (the " Proceeds") (other than any premium and accrued interest which must be paid at 158 the time of the delivery of the Notes into the Debt Service Fund Account created above) shall be 159 deposited into a special fund (the "Borrowed Money Fund") separate and distinct from all other 160 funds of the County and disbursed solely for the purpose or purposes for which borrowed. In no 161 event shall monies in the Borrowed Money Fund be used to fund operating expenses of the ST. CROIX C `NTY �V GSCC�/25G1'l% Resolution No. 22 (2025) RESOLUYION AWARDING THE SALE OF $7,500,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2025A 162 general fund of the County or of any special revenue fund of the County that is supported by 163 property taxes. Monies in the Borrowed Money Fund may be temporarily invested in Permitted 164 Investments. Any monies, including any income from Permitted Investments, remaining in the 165 Borrowed Money Fund after the purpose or purposes for which the Notes have been issued have 166 been accomplished, and, at any time, any monies as are not needed and which obviously 167 thereafter cannot be needed for such purpose(s) shall be deposited in the Debt Service Fund 168 Account. 169 170 Section 8. No Arbitrage. All investments made pursuant to this Resolution shall be 171 Permitted Investments, but no such investment shall be made in such a manner as would cause 172 the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Code or the 173 Regulations and an officer of the County, charged with the responsibility for issuing the Notes, 174 shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the 175 date of delivery of the Notes to the Purchaser which will permit the conclusion that the Notes are 176 not "arbitrage bonds," within the meaning of the Code or Regulations. 177 178 Section 9. Compliance with Federal Tax Laws. (a) The County represents and 179 covenants that the projects financed by the Notes and the ownership, management and use of the 180 projects will not cause the Notes to be "private activity bonds" within the meaning of Section 181 141 of the Code. The County further covenants that it shall comply with the provisions of the 182 Code to the extent necessary to maintain the tax-exempt status of the interest on the Notes 183 including, if applicable, the rebate requirements of Section 148(f) of the Code. The County 184 further covenants that it will not take any action, omit to take any action or permit the taking or 185 omission of any action within its control (including, without limitation, making or permitting any 186 use of the proceeds of the Notes) if taking, permitting or omitting to take such action would 187 cause any of the Notes to be an arbitrage bond or a private activity bond within the meaning of 188 the Code or would otherwise cause interest on the Notes to be included in the gross income of 189 the recipients thereof for federal income tax purposes. The County Clerk or other officer of the 190 County charged with the responsibility of issuing the Notes shall provide an appropriate 191 certificate of the County certifying that the County can and covenanting that it will comply with 192 the provisions of the Code and Regulations. 193 194 (b) The County also covenants to use its best efforts to meet the requirements and 195 restrictions of any different or additional federal legislation which may be made applicable to the 196 Notes provided that in meeting such requirements the County will do so only to the extent 197 consistent with the proceedings authorizing the Notes and the laws of the State of Wisconsin and 198 to the extent that there is a reasonable period of time in which to comply. 199 200 Section 10. Designation as Qualified Tax -Exempt Obligations. The Notes are hereby 201 designated as "qualified tax-exempt obligations" for purposes of Section 265 of the Code, Resolution No. 22 (2025) ST. CROIX 105? RESOLUTION AWARDING THE SALE OF $7,500,000 GENERAL t/ J�16'CLd.1 s6 . OBLIGATION PROMISSORY NOTES, SERIES 2025A 202 relating to the ability of financial institutions to deduct from income for federal income tax 203 purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. 204 205 Section 11. Execution of the Notes; Closing; Professional Services. The Notes shall be 206 issued in printed form, executed on behalf of the County by the manual or facsimile signatures of 207 the Chairperson and County Clerk, authenticated, if required, by the Fiscal Agent (defined 208 below), sealed with its official or corporate seal, if any, or a facsimile thereof, and delivered to 209 the Purchaser upon payment to the County of the purchase price thereof, plus accrued interest to 210 the date of delivery (the "Closing"). The facsimile signature of either of the officers executing 211 the Notes may be imprinted on the Notes in lieu of the manual signature of the officer but, unless 212 the County has contracted with a fiscal agent to authenticate the Notes, at least one of the 213 signatures appearing on each Note shall be a manual signature. In the event that either of the 214 officers whose signatures appear on the Notes shall cease to be such officers before the Closing, 215 such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as 216 if they had remained in office until the Closing. The aforesaid officers are hereby authorized and 217 directed to do all acts and execute and deliver the Notes and all such documents, certificates and 218 acknowledgements as may be necessary and convenient to effectuate the Closing. The County 219 hereby authorizes the officers and agents of the County to enter into, on its behalf, agreements 220 and contracts in conjunction with the Notes, including but not limited to agreements and 221 contracts for legal, trust, fiscal agency, disclosure and continuing disclosure, and rebate 222 calculation services. Any such contract heretofore entered into in conjunction with the issuance 223 of the Notes is hereby ratified and approved in all respects. 224 225 Section 12. Payment of the Notes; Fiscal Agent. The principal of and interest on the 226 Notes shall be paid by U.S. Bank Trust Company, National Association, which is hereby 227 appointed as the County's registrar and fiscal agent pursuant to the provisions of Wis. Stat. § 228 67.10(2) (the "Fiscal Agent"). The County hereby authorizes the Chairperson and County Clerk 229 or other appropriate officers of the County to enter into a Fiscal Agency Agreement between the 230 County and the Fiscal Agent. Such contract may provide, among other things, for the 231 performance by the Fiscal Agent of the functions listed in Wis. Stat. § 67.10(2)(a) to 0), where 232 applicable, with respect to the Notes. 233 234 Section 13. Persons Treated as Owners, Transfer of Notes. The County shall cause 235 books for the registration and for the transfer of the Notes to be kept by the Fiscal Agent. The 236 person in whose name any Note shall be registered shall be deemed and regarded as the absolute 237 owner thereof for all purposes and payment of either principal or interest on any Note shall be 238 made only to the registered owner thereof. All such payments shall be valid and effectual to 239 satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. 240 241 Any Note may be transferred by the registered owner thereof by surrender of the Note at 242 the office of the Fiscal Agent, duly endorsed for the transfer or accompanied by an assignment SI Ca R0 X a--?; U-NTY 1/��scarlsr�� Resolution No. 22 (2025) RESOLUTION AWARDING THE SALE OF $7,500,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2025A 243 duly executed by the registered owner or his attorney duly authorized in writing. Upon such 244 transfer, the Chairperson and County Clerk shall execute and deliver in the name of the 245 transferee or transferees a new Note or Notes of a like aggregate principal amount, series and 246 maturity and the Fiscal Agent shall record the name of each transferee in the registration book. 247 No registration shall be made to bearer. The Fiscal Agent shall cancel any Note surrendered for 248 transfer. 249 250 The County shall cooperate in any such transfer, and the Chairperson and County Clerk 251 are authorized to execute any new Note or Notes necessary to effect any such transfer. 252 253 Section 14. Record Date. The 15th day of the calendar month next preceding each 254 interest payment date shall be the record date for the Notes (the "Record Date"). Payment of 255 interest on the Notes on any interest payment date shall be made to the registered owners of the 256 Notes as they appear on the registration book of the County at the close of business on the 257 Record Date. 258 259 Section 15. Utilization of The Depository Trust Company Book-Ent-Onlyystem. In 260 order to make the Notes eligible for the services provided by The Depository Trust Company, 261 New York, New York ("DTC"), the County agrees to the applicable provisions set forth in the 262 Blanket Issuer Letter of Representations, which the County Clerk or other authorized 263 representative of the County is authorized and directed to execute and deliver to DTC on behalf 264 of the County to the extent an effective Blanket Issuer Letter of Representations is not presently 265 on file in the County Clerk's office. 266 267 Section 16. Payment of Issuance Ex eU nses. The County authorizes the Purchaser to 268 forward the amount of the proceeds of the Notes allocable to the payment of issuance expenses 269 to a financial institution selected by Ehlers at Closing for further distribution as directed by 270 Ehlers. 271 272 Section 17. Official Statement. The County Board of Supervisors hereby approves the 273 Preliminary Official Statement with respect to the Notes and deems the Preliminary Official 274 Statement as "final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the 275 Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the 276 "Rule"). All actions taken by officers of the County in connection with the preparation of such 277 Preliminary Official Statement and any addenda to it or final Official Statement are hereby 278 ratified and approved. In connection with the Closing, the appropriate County official shall 279 certify the Preliminary Official Statement and any addenda or final Official Statement. The 280 County Clerk shall cause copies of the Preliminary Official Statement and any addenda or final 281 Official Statement to be distributed to the Purchaser. ST. CROI , C?;.U,NTY. l/ 4'sc last, I, Resolution No. 22 (2025) RESOLUTION AWARDING THE SALE OF $7,500,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2025A 282 Section 18. Undertaking to Provide Continuing Disclosure. The County hereby 283 covenants and agrees, for the benefit of the owners of the Notes, to enter into a written 284 undertaking (the "Undertaking") if required by the Rule to provide continuing disclosure of 285 certain financial information and operating data and timely notices of the occurrence of certain 286 events in'accordance with the Rule. The Undertaking shall be enforceable by the owners of the 287 Notes or by the Purchaser on behalf of such owners (provided that the rights of the owners and 288 the Purchaser to enforce the Undertaking shall be limited to a right to obtain specific 289 performance of the obligations thereunder and any failure by the County to comply with the 290 provisions of the Undertaking shall not be an event of default with respect to the Notes). 291 292 To the extent required under the Rule, the Chairperson and County Clerk, or other officer 293 of the County charged with the responsibility for issuing the Notes, shall provide a Continuing 294 Disclosure Certificate for inclusion in the transcript of proceedings, setting forth the details and 295 terms of the County's Undertaking. 296 297 Section 19. Record Book. The County Clerk shall provide and keep the transcript of 298 proceedings as a separate record book (the "Record Book") and shall record a full and correct 299 statement of every step or proceeding had or taken in the course of authorizing and issuing the 300 Notes in the Record Book. 301 302 Section 20. Bond Insurance. If the Purchaser determines to obtain municipal bond 303 insurance with respect to the Notes, the officers of the County are authorized to take all actions 304 necessary to obtain such municipal bond insurance. The Chairperson and County Clerk are 305 authorized to agree to such additional provisions as the bond insurer may reasonably request and 306 which are acceptable to the Chairperson and County Clerk including provisions regarding 307 restrictions on investment of Note proceeds, the payment procedure under the municipal bond 308 insurance policy, the rights of the bond insurer in the event of default and payment of the Notes 309 by the bond insurer and notices to be given to the bond insurer. In addition, any reference 310 required by the bond insurer to the municipal bond insurance policy shall be made in the form of 311 Note provided herein. 312 313 Section 21. Conflicting Resolutions, Severability• Effective Date. All prior resolutions, 314 rules or other actions of the County Board of Supervisors or any parts thereof in conflict with the 315 provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so 316 conflict. In the event that any one or more provisions hereof shall for any reason be held to be 317 illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The 318 foregoing shall take effect immediately upon adoption and approval in the manner provided by 319 law. ST. CROIX C=?9/1"ScoflsuU-NTY Resolution No. 22 (2025) RESOLUTION AWARDING THE SALE OF $7,500,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2025A Administrative Committee Recommended MOVER: Scott Counter SECONDER: Bob Long AYES: Paul Berning, Scott Counter, Bob Feidler, Bob Long, Ryan Sherley EXCUSED: None St. Croix County Board of Supervisors Action: This Resolution was ADOPTED by the St. Croix County Board of Supervisors on June 3, 2025: Bob Long, County B Chair Christine Hines, County Clerk