Loading...
HomeMy WebLinkAboutResolution 2004 (16) RESOLUTION NO. JLp Wog) RESOLUTION AWARDING THE SALE OF $2,465,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2004A 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 general obligation promissory notes in an amount not to exceed $2,500,000 (the "Notes ") for the purpose of funding the uninsured portion of a settlement agreement reached in a class action lawsuit brought against the County; 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 BANKERS' BANK, MADISON, WISCONSIN, 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 BANKERS' BANK, MADISON, WISCONSIN (the "Purchaser ") is hereby accepted, said proposal offering to purchase the $2,465,000 St. Croix County General Obligation Promissory Notes, Series 2004A (the "Notes ") for the sum of TWO MILLION FOUR HUNDRED SIXTY -FIVE THOUSAND DOLLARS ($2,465,000), plus accrued interest to the date of delivery, resulting in a net interest cost of TWO HUNDRED FIFTY -ONE THOUSAND THREE HUNDRED SIXTY -SEVEN DOLLARS AND FIFTY CENTS ($251,367.50) and a true interest rate of 2.5648 %. The Notes bear interest as follows: Year of Maturity Principal Amount Interest Rate 2005 $310,000 2.000% 2006 335,000 2.000 2007 345,000 2.000 2008 355,000 2.300 2009 365,000 2.600 2010 370,000 2.700 2011 385,000 3.000 Section 2. Terms of the Notes. The Notes shall be designated "General Obligation Promissory Notes, Series 2004A "; 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. At the option of the County, the Notes maturing on February 1, 2010 and thereafter shall be subject to redemption prior to maturity on February 1, 2009 or on any day thereafter. Said Notes shall be redeemable as a whole or in part, from maturities selected by the County and within each maturity by lot, at the principal amount thereof, plus accrued interest to the date of redemption. 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 $385,560.00 2008 $391,285.00 2005 384,445.00 2009 386,545.00 2006 387,645.00 2010 390,775.00 2007 390,112.50 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 by Section 6 hereof. 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 $2,465,000 St. Croix County General Obligation Promissory Notes, Series 2004A, 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, all 2 money raised by taxation pursuant to Section 5 hereof 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. Arbitrage Covenant. The County shall not take any action with respect to the Note Proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken on the date of the delivery of and payment for the Notes (the "Closing "), would cause the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code ") and any income tax regulations promulgated thereunder (the "Regulations"). The Note Proceeds may be temporarily invested in legal investments until needed, provided however, that the County hereby covenants and agrees that so long as the Notes remain outstanding, moneys on deposit in any fund or account created or maintained in connection with the Notes, whether such moneys were derived from the Note Proceeds or from any other source, will not be used or invested in a manner which would cause the Notes to be "arbitrage bonds" within the meaning of the Code or Regulations. The County Clerk, or other officer of the County charged with responsibility for issuing the Notes, shall provide an appropriate certificate of the County, for inclusion in the transcript of proceedings, setting forth the reasonable expectations of the County regarding the amount and use of the Note Proceeds and the facts and estimates on which such expectations are based, all as of the Closing. Section 9. Additional Tax Covenants; Exemption from Rebate; Qualified Tax - Exempt Obligation Status. The County hereby further covenants and agrees that it will take all necessary steps and perform all obligations required by the Code and Regulations (whether prior to or subsequent to the issuance of the Notes) to assure that the Notes are obligations described in Section 103(a) of the Code, the interest on which is excluded from gross income for federal income tax purposes, throughout their term. 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, for inclusion in the transcript of proceedings, certifying that it can and covenanting that it will comply with the provisions of the Code and Regulations. Further, it is the intent of the County to take all reasonable and lawful actions to comply with any new tax laws enacted so that the Notes will continue to be obligations described in Section 103(a) of the Code, the interest on which is excluded from gross income for federal income tax purposes. 3 In accordance with Section 148(f)(4)(D) of the Code, the County covenants that it is a governmental unit with general taxing powers; that the Notes are not "private activity bonds" as defined in Section 141 of the Code; that ninety -five percent (95 %) or more of the net proceeds of the Notes are to be used for local governmental activities of the County; and that the aggregate face amount of all tax- exempt obligations (other than "private activity bonds ") issued by the County, including all subordinate entities of the County, during calendar year 2004 will not exceed $5,000,000. The County hereby designates the Notes to be "qualified tax - exempt obligations" pursuant to the provisions of Section 265(b)(3) of the Code and in support of such designation, the County Clerk or other officer of the County charged with the responsibility for issuing the Notes, shall provide an appropriate certificate of the County as of the date of delivery and payment for the Notes. Section 10. Persons Treated as Owners; Transfer of Notes. The fiscal agent appointed in Section 13 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 11. 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, 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. 4 Section 12. 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 13. 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 14. 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. 5 Section 15. 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. Cindy Campbell, County Clerk MW776017_2.DOC 6 EXCERPTS OF MINUTES OF A MEETING OF THE COUNTY BOARD OF ST. CROIX COUNTY A regular meeting of the County Board of Supervisors of St. Croix County, Wisconsin, was duly called, noticed, held and conducted in the manner required by the County Board and the pertinent Wisconsin Statutes on April 1, 2004. Chair Malick called the meeting to order at 9:00 a.m. The following members were present: Lois Burri Charles Mehls Daryl Standafer Leon Berenschot Richard King Clarence Malick Julie Speer John Mortensen Don Jordan Arthur Jacobson Jan L. Zoerb Ronald Raymond Arthur Jensen Mary Louise Olson Veronica Anderson Gerald Peterson Richard Marzolf Linda Luckey Charles Grant Roger Rebholz Denise Gunderson Chris Bethke Joe Feidt The following members were absent: Jack Dowd (deceased), Esther Wentz, Dan Raebel, Glenn Hoberg, Mark Erickson, Lori Bernard, Ralph Swenson and Stan Krueger (Here occurred business not pertinent to the debt issue.) The following resolution was then moved by Supr. Standafer and seconded Supr. Raymond: RESOLUTION AWARDING THE SALE OF $2,465,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2004A PROVIDING THE FORM OF THE NOTES; AND LEVYING A TAX IN CONNECTION THEREWITH (A true copy of the resolution as adopted is attached hereto and incorporated herein by reference.) Upon the vote being taken, the following voted: Aye: Lois Bum Charles Mehls Daryl Standafer Leon Berenschot Richard King Clarence Malick Julie Speer John Mortensen Don Jordan Arthur Jacobson Jan L. Zoerb Ronald Raymond Arthur Jensen Mary Louise Olson Veronica Anderson Gerald Peterson Richard Marzolf Linda Luckey Charles Grant Roger Rebholz Denise Gunderson Chris Bethke Joe Feidt Nay: None Abstaining: None and the resolution was declared adopted. (Here occurred business not pertinent to the debt issue.) Upon motion made and seconded, the County Board adjourned. * * * * * * * * * * * * * * * * ** Certification of Minutes Excerpt I, Cindy Campbell, am the duly qualified and acting County Clerk of St. Croix County, Wisconsin. I hereby certify that the foregoing is a true and correct excerpt of the official minutes of the County Board meeting of April 1, 2004 with respect to County Board action to award the sale of $2,465,000 General Obligation Promissory Notes, Series 2004A; Providing the Form of the Notes; and Levying a Tax in Connection Therewith. I further certify that the attached are true and correct copies of the Resolution adopted by the County Board at such meeting. IN WITNESS WHEREOF, I have executed this Certificate in my official capacity this day of April, 2004. 7{0/ Cindy Campbell County Clerk (SEAL)