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HomeMy WebLinkAboutResolutions 2003 (27) RESOLUTION NO. d_21,2/x3) RESOLUTION AWARDING THE SALE OF $9,825,000 GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2003A; PROVIDING THE FORM OF THE BONDS; AND LEVYING A TAX IN CONNECTION THEREWITH WHEREAS, on May 20, 2003, the County Board of St. Croix County, Wisconsin (the "County ") adopted two Initial Resolutions (the "Initial Resolutions ") authorizing the issuance of general obligation bonds in an aggregate amount not to exceed $9,910,000 for the purpose of paying the cost of Huber Facility expansion, communications systems improvements and park buildings (the "Project ") and refinancing the callable portion of the County's $9,850,000 General Obligation Refunding Bonds, Series 1994A (the "1994 Bonds ") (the "Refunding "); WHEREAS, on May 20, 2003, the County Board of the County adopted a resolution entitled: "Resolution Providing for the Sale of $9,910,000 General Obligation Corporate Purpose Bonds, Series 2003A" (the "Sale Resolution ") which combined the general obligation bonds authorized under the Initial Resolutions into one issue of corporate purpose bonds and authorized the sale of said bonds; WHEREAS, the County deems the Project and the Refunding to be within its powers to undertake and therefore to be public purposes as defined in Section 67.04(2) of the Wisconsin Statutes; WHEREAS, pursuant to the Sale Resolution, the County Clerk (in consultation with the County's financial advisor, Springsted Incorporated) caused a Notice of Sale to be distributed offering the aforesaid general obligation bonds for public sale on June 16, 2003; WHEREAS, sealed bid proposals were received as summarized on Exhibit C attached hereto; WHEREAS, as a result of the bid proposals received, it has been determined that the amount of the aforesaid general obligation bonds needed to finance the Project and the Refunding can be reduced from $9,910,000 to $9,825,000; and WHEREAS, it has been determined that the bid proposal submitted by HARRIS TRUST & SAVINGS BANK, 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 Bonds. The bid proposal of HARRIS TRUST & SAVINGS BANK, CHICAGO, ILLINOIS, (the "Purchaser ") is hereby accepted, said proposal offering to purchase the $9,825,000 St. Croix County General Obligation Corporate Purpose Bonds, Series 2003A (the "Bonds ") for the sum of NINE MILLION EIGHTY HUNDRED ONE THOUSAND • EIGHT HUNDRED SEVENTY -SIX DOLLARS AND THIRTY -ONE CENTS ($9,801,876.31) plus accrued interest to the date of delivery, resulting in a net interest cost of NINE HUNDRED THIRTY-NINE THOUSAND TWO HUNDRED SIXTY -ONE DOLLARS AND FORTY -ONE CENTS ($939,261.41) and a true interest rate of 2.0857 %. The Bonds bear interest as follows: Year of Maturity Principal Amount Interest Rate 2004 $1,295,000 1.000% 2005 1,360,000 1.400 2006 1,380,000 1.500 2007 1,410,000 2.000 2008 1,510,000 2.000 2009 1,530,000 2.125 2010 320,000 2.375 2011 330,000 2.500 2012 340,000 2.600 2013 350,000 2.600 Section 2. 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 Bonds to any participating underwriter in compliance with Rule 15c2 -12 of the Securities and Exchange Commission. Section 3. Terms of the Bonds. The Bonds shall be designated "General Obligation Corporate Purpose Bonds, Series 2003A "; shall be dated July 1, 2003; shall be in the denomination of $5,000 or any integral multiple thereof; and shall mature serially on October 1 of each year, in the years and principal amounts as set forth above. Interest is payable commencing on April 1, 2004 and semi - annually thereafter on October 1 and April 1 of each year. Section 4. Redemption Provisions. At the option of the County, the Bonds maturing on October 1, 2011 and thereafter shall be subject to redemption prior to maturity on October 1, 2010 or on any day thereafter. Said Bonds 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 5. Form of the Bonds. The Bonds 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 6. Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and interest on the Bonds 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 of the taxable property of the County a direct annual irrepealable tax in the years and amounts as follows: f f 2 Levy Year Amount Levy Year Amount 2003 $1,516,740.63 2008 $1,596,302.52 2004 1,524,442.52 2009 353,790.00 2005 1,525,402.52 2010 356,190.00 2006 1,534,702.52 2011 357,940.00 2007 1,606,502.52 2012 359,100.00 The aforesaid direct annual irrepealable tax hereby levied 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 Bonds remains unpaid, the tax herein above 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 herein. Section 7. 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 $9,825,000 St. Croix County General Obligation Corporate Purpose Bonds, Series 2003A, dated July 1, 2003 ". There shall be deposited in said fund account any premium plus accrued interest paid on the Bonds at the time of delivery to the Purchaser, all money raised by taxation pursuant to Section 6 hereof and all other sums as may be necessary to pay interest on the Bonds when the same shall become due and to retire the Bonds at their respective maturity dates. Said fund account shall be used for the sole purpose of paying the principal of and interest on the Bonds and shall be maintained for such purpose until such indebtedness is fully paid or otherwise extinguished. Section 8. Borrowed Money Fund. The proceeds of the Bonds (the "Bond 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 Bonds. Section 9. Arbitrage Covenant. The County shall not take any action with respect to the Bond 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 Bonds (the "Closing "), would cause the Bonds 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 Bond Proceeds may be temporarily invested in legal investments until needed, provided however, that the County hereby covenants and agrees that so long as the Bonds remain outstanding, moneys on deposit in any fund or account created or maintained in connection with the Bonds, whether such moneys were derived from the Bond Proceeds or from any other source, will not be used or invested in a manner which would cause the Bonds to be "arbitrage bonds" within the meaning of the Code or Regulations. 3 The County Clerk, or other officer of the County charged with responsibility for issuing the Bonds, 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 Bond Proceeds and the facts and estimates on which such expectations are based, all as of the Closing. Section 10. 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 Bonds) to assure that the Bonds 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 Bonds, 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 Bonds 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. With respect to that portion of the Bonds allocable to the Project and 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 Bonds 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 Bonds 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" and the portion of the Bonds allocable to the Refunding) issued by the County, including all subordinate entities of the County, during calendar year 2003 will not exceed $5,000,000. The County anticipates that the portion of the Bonds allocable to the Refunding will qualify for the six -month expenditure exception from the rebate requirements of the Code found at Section 148(f)(4)(B). If for any reason the County did not qualify for the small issuer exemption, the six -month expenditure exception or any other exemption from the rebate requirements of the Code, the County covenants that it would take all necessary steps to comply with such requirements. The County hereby designates the Bonds 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 Bonds, shall provide an appropriate certificate of the County as of the date of delivery and payment for the Bonds. Section 11. Persons Treated as Owners; Transfer of Bonds. The fiscal agent appointed in Section 14 hereof shall keep books for the registration and for the transfer of the Bonds. The person in whose name any Bond 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 Bond 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 Bond to the extent of the sum or sums so paid. 4 Any Bond may be transferred by the registered owner thereof by surrender of the Bond 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 Bond or Bonds 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 Bond 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 Bond or Bonds 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 Bonds. Payment of interest on the Bonds on any interest payment date shall be made to the registered owners of the Bonds 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 12. Utilization of The Depository Trust Company Book - Entry -Only- System. In order to make the Bonds eligible for the services provided by The Depository Trust Company, New York, New York ( "DTC "), the County agrees to the applicable provisions set forth in the DTC Blanket Issuer Letter of Representation. The County Clerk, or other authorized representative of the County, is authorized and directed to execute such Letter of Representation and deliver it to the DTC on behalf of the County. Section 13. Execution of the Bonds. The Bonds shall be issued in typewritten form, one Bond 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 Bonds shall cease to be such officers before the delivery of the Bonds, 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 14. Payment of the Bonds; Fiscal Agent. The principal of and interest on the Bonds 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 15. Redemption of the 1994 Bonds. The County hereby calls the 1994 Bonds due on October 1, 2004 and thereafter for redemption on October 1, 2003. The County Clerk is hereby authorized to provide a notice of the redemption, in substantially the form attached hereto 5 as Exhibit E, by providing said notice to the fiscal agent for the 1994 Bonds not less than thirty - five (35) days prior to the redemption date. Section 16. Bond Insurance. The Purchaser will obtain insurance upon the Bonds from Financial Security Assurance Inc., New York, New York ( "FSA "), which will issue its municipal bond insurance policy with respect to the Bonds. The County Clerk or other officer of the County charged with the responsibility of issuing the Bonds, 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 FSA. Section 17. 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 Bondholder 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. Section 18. 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 June 17, 2003. NEGATIVE AFF ATIVE a-610k Duly adopted on June 17, 2003. Cindy Campbell, County Clerk MW719583 1.DOC 6