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HomeMy WebLinkAboutResolution 2004 (15) RESOLUTION NO. i 5 C,100 -1) RESOLUTION AWARDING THE SALE OF $4,545,000 TAXABLE GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2004B; PROVIDING THE FORM OF THE NOTES; AND LEVYING A TAX IN CONNECTION THEREWITH WHEREAS, on December 16, 2003, the County Board of St. Croix County, Wisconsin (the "County ") adopted a resolution (the "Authorizing Resolution ") authorizing the issuance and sale of taxable general obligation promissory notes in an amount not to exceed $4,800,000 (the "Notes ") for the purpose of funding the insured portion of a settlement agreement (the "Insured Settlement Cost ") reached in a class action lawsuit brought against the County; WHEREAS, the Authorizing Resolution provided that as a condition to the issuance of the Notes, the County and its insurance carrier, the Wisconsin Municipal Mutual Insurance Company ( "WMMIC "), must enter into an agreement (the "Agreement") whereby WMMIC will agree to pay the Insured Settlement Cost at such times and in such amounts such that no additional tax levy will be required to pay debt service on the Notes; WHEREAS, pursuant to the Authorizing Resolution, the County Clerk (in consultation with the County's financial advisor, Springsted Incorporated) caused a Notice of Sale to be distributed offering the Notes for public sale on March 31, 2004 instead of January 27, 2004 as provided in the Authorizing Resolution since final court approval of the aforesaid settlement agreement did not occur until February 27, 2004; WHEREAS, sealed bid proposals were received as summarized on Exhibit C attached hereto; WHEREAS, it has be determined that the bid proposal submitted by GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC., CHICAGO, ILLINOIS, fully complies with the bid requirements set forth in the Official Notice of Sale and is deemed to be the most advantageous to the County. A copy of said bid is attached hereto as Exhibit A and incorporated herein by this reference. NOW, THEREFORE, BE IT RESOLVED by the County Board of the County that: Section 1. Award of the Notes. The bid proposal of GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC., CHICAGO, ILLINOIS, (the "Purchaser ") is hereby accepted, said proposal offering to purchase the $4,545,000 St. Croix County Taxable General Obligation Promissory Notes, Series 2004B (the "Notes ") for the sum of FOUR MILLION FIVE HUNDRED FIFTY - EIGHT THOUSAND SIX HUNDRED SIXTEEN DOLLARS ($4,558,616.00), plus accrued interest to the date of delivery, resulting in a net interest cost of THREE HUNDRED EIGHTY - FIVE THOUSAND FOUR HUNDRED FIFTY -NINE DOLLARS ($385,459.00) and a true interest rate of 2.8872 %. The Notes bear interest as follows: Year of Maturity Principal , Amount Interest Rate 2005 $810000 3.000% 2006 885,000 3.000 2007 910,000 3.000 2008 950,000 3.000 2009 990,000 3.000 Section 2. Terms of the Notes. The Notes shall be designated "Taxable General Obligation Promissory Notes, Series 2004B "; shall be dated April 1, 2004; shall be in the denomination of $5,000 or any integral multiple thereof; and shall mature serially on February 1 of each year, in the years and principal amounts as set forth above. Interest is payable commencing on February 1, 2005 and semi - annually thereafter on August 1 and February 1 of each year. Section 2A. Designation of Purchaser as Agent. The County hereby designates the Purchaser as its agent for purposes of distributing the Final Official Statement relating to the Notes to any participating underwriter in compliance with Rule 15c2 -12 of the Securities and Exchange Commission. Section 3. Redemption Provisions. The Notes shall not be subject to redemption prior to maturity. Section 4. Form of the Notes. The Notes shall be issued in registered form and shall be executed and delivered in substantially the form attached hereto as Exhibit B and incorporated herein by this reference. Section 5. Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and interest on the Notes as the same becomes due, the full faith, credit and resources of the County are hereby irrevocably pledged and there is hereby levied upon all the taxable property of the County a direct annual irrepealable tax in the years and amounts as follows: Levy Year Amount Levy Year Amount 2004 $979,650.00 2007 $ 993,950.00 2005 983,775.00 2008 1,004,850.00 2006 981,850.00 The aforesaid direct annual irrepealable tax shall be collected in addition to all other taxes and in the same manner and at the same time as other taxes of the County levied in said years are collected. So long as any part of the principal of or interest on the Notes remains unpaid, the tax heretofore levied shall be and continues irrepealable except that the amount of tax carried onto the tax roll may be reduced in any year by the amount of any surplus in the Debt Service Fund Account created in Section 6 hereof including amounts paid by WMMIC pursuant to the Agreement. 2 Section 6. Debt Service Fund Account. There is hereby established in the County treasury a fund account separate and distinct from every other County fund or account designated "Debt Service Fund Account for $4,545,000 St. Croix County Taxable General Obligation Promissory Notes, Series 2004B, dated April 1, 2004 ". There shall be deposited in said fund account any premium plus accrued interest paid on the Notes at the time of delivery to the Purchaser, amounts paid by WMMIC pursuant to the Agreement, all money raised by taxation pursuant to Section 5 hereof, if necessary, and all other sums as may be necessary to pay interest on the Notes when the same shall become due and to retire the Notes at their respective maturity dates. Said fund account shall be used for the sole purpose of paying the principal of and interest on the Notes and shall be maintained for such purpose until such indebtedness is fully paid or otherwise extinguished. Section 7. Borrowed Money Fund. The proceeds of the Notes (the "Note Proceeds ") (other than any premium and accrued interest paid at the time of delivery which must be paid into the Debt Service Fund Account created above) shall be deposited into an account separate and distinct from all other funds and disbursed solely for the purposes for which borrowed or for the payment of the principal of and interest on the Notes. Section 8. Persons Treated as Owners; Transfer of Notes. The fiscal agent appointed in Section 11 hereof shall keep books for the registration and for the transfer of the Notes. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of either principal or interest on any Note shall be made only to the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Any Note may be transferred by the registered owner thereof by surrender of the Note at the office of said fiscal agent, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, said fiscal agent shall deliver in the name of the transferee or transferees a new Note or Notes of a like aggregate principal amount, series and maturity and said fiscal agent shall record the name of each transferee in the registration book. No registration shall be made to bearer. Said fiscal agent shall cancel any Note surrendered for transfer. The County shall cooperate in any such transfer, and the County Board Chairperson and County Clerk are authorized to execute any new Note or Notes necessary to effect any such transfer. The 15th day of each calendar month next preceding each interest payment date shall be the record date for the Notes. Payment of interest on the Notes on any interest payment date shall be made to the registered owners of the Notes as they appear on the registration book of the County maintained by said fiscal agent at the close of business on the corresponding record date. Section 9. Utilization of The Depository Trust Company Book -Entry- Only - System. In order to make the Notes eligible for the services provided by The Depository Trust Company, 3 New York, New York ( "DTC "), the County has heretofore agreed to the applicable provisions set forth in the DTC Blanket Issuer Letter of Representation and the County Clerk has executed such Letter of Representation and delivered it to the DTC on behalf of the County. Section 10. Execution of the Notes. The Notes shall be issued in typewritten form, one Note for each maturity, executed on behalf of the County by the manual or facsimile signatures of the County Board Chairperson and County Clerk (except that one of the foregoing signatures shall be manual), sealed with its official or corporate seal, and delivered to the Purchaser upon payment to the County of the purchase price thereof, plus accrued interest to the date of delivery. In the event that either of the officers whose signatures appear on the Notes shall cease to be such officers before the delivery of the Notes, such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as if they had remained in office until such delivery. The aforesaid officers are hereby authorized to do all acts and execute and deliver all documents as may be necessary and convenient to effectuate the Closing. Section 11. Payment of the Notes; Fiscal Agent. The principal of and interest on the Notes shall be paid in lawful money of the United States by U.S. Bank National Association, St. Paul, Minnesota, which is hereby appointed as the County's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin Statutes (the "Fiscal Agent'). The Fiscal Agency Agreement between the County and the Fiscal Agent shall be substantially in the form attached hereto as Exhibit D and incorporated herein by this reference. Section 12. Bond Insurance. The Purchaser will obtain insurance upon the Notes from MBIA Insurance Corporation, Armonk, New York ( "MBIA ") which will issue it municipal bond insurance policy with respect to the Notes. The County Clerk or other officer of the County charged with the responsibility of issuing the Notes, shall provide an appropriate certificate of the County as of the Closing, if necessary, for inclusion in the transcript of proceedings, certifying that it can and covenanting that it will comply with the provisions and requirements of MBIA. Section 13. Continuing Disclosure. The County hereby covenants and agrees that it will comply with and carry out all of the provisions of its Continuing Disclosure Certificate which the County will execute and deliver on the Closing Date. Any Noteholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the County to comply with its obligations under this Section. 4 Section 14. Conflicting Resolutions; Severability; Effective Date. All prior resolutions, rules or other actions of the County or any parts thereof in conflict with the provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so conflict. In the event that any one or more provisions hereof shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The foregoing shall take effect immediately upon adoption and approval in the manner provided by law. Offered by: Finance Committee on April 1, 2004. NEGATIVE AFFIRMATIVE Duly adopted on April 1, 2004. e_a elay 0 .4,470 z itt p Cindy Campbell, County Clerk M W776121 _2.DOC 5