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HomeMy WebLinkAboutResolutions 2003 (53) RESOLUTION NO. 53 (z.oa,3) RESOLUTION AUTHORIZING THE BORROWING OF NOT TO EXCEED $2,500,000 AND PROVIDING FOR THE ISSUANCE AND SALE OF GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2004A WHEREAS, it is necessary that funds be raised by St. Croix County, Wisconsin (the "County ") for the purpose of funding the uninsured portion of a settlement agreement (the "Uninsured Settlement Cost ") reached in a class action lawsuit brought against the County; WHEREAS, the County hereby finds and determines that funding the Uninsured Settlement Cost is within the County's power to undertake and serves a "public purpose" as that term is defined in Section 67.04(1)(b) of the Wisconsin Statutes; WHEREAS, counties are authorized by the provisions of Section 67.12(12) of the Wisconsin Statutes to borrow money and to issue general obligation promissory notes for such public purposes. NOW, THEREFORE, BE IT RESOLVED by the County Board of the County that: Section 1. Authorization of the Notes. For the purpose of funding the Uninsured Settlement Cost, there shall be borrowed pursuant to Section 67.12(12) of the Wisconsin Statutes, the principal sum of not to exceed TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) from a purchaser to be determined by public sale (the "Purchaser ") and approved as provided in Section 4 hereof. Section 2. Sale of the Notes. The County shall offer the $2,500,000 General Obligation Promissory Notes, Series 2004A (the "Notes ") for public sale on January 27, 2004. Section 3. Official Notice of Sale. The County Clerk (in consultation with the County's financial advisor, Springsted, Incorporated) shall cause an Official Notice of Sale to be prepared and distributed in substantially the form attached hereto as Exhibit A and incorporated herein by this reference and shall prepare or cause to be prepared an Official Statement pursuant to SEC Rule 15c2 -12. Springsted, Incorporated is hereby appointed as the County's agent for purposes of receiving and tabulating the bids received on the Notes at its offices. Section 4. County Officials Authorized to Award the Notes. Following receipt of bids for the Notes, the County Board Chairperson, the County Clerk and the Administrative Coordinator are hereby authorized to act on behalf of the County and award the Notes to the lowest responsible bidder therefor whose proposal results in the lowest true interest cost to the County; provided that the taxes to be levied by this County Board by a resolution to be adopted at its January 20, 2004 meeting are sufficient to pay the annual interest, and principal as it matures, on the Notes. In awarding the Notes, said officials shall act in accordance with the official terms of offering the Notes as set forth in the Official Notice of Sale. Section 5. 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 December 16, 2003. NEGATIVE AFFIRMATIVE P Duly adopted on December 16, 2003. Cindy Campbell, County Clerk MW773345_I .DOC 2 EXHIBIT A OFFICIAL TERMS OF OFFERING $2,500,000* ST. CROIX COUNTY, WISCONSIN GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2004A (BOOK ENTRY ONLY) Bids for the Notes will be received on Tuesday, January 27, 2004, until 10:00 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Notes will be by the Chair, Clerk and Administrative Coordinator, who have been authorized by the County Board of Supervisors, at 12:00 Noon, Central Time, of the same day. SUBMISSION OF BIDS Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Bid shall be deemed to constitute a contract between the bidder and the County to purchase the Notes regardless of the manner by which the Bid is submitted. (a) Sealed Bidding. Bids may be submitted in a sealed envelope or by fax (651) 223 -3046 to Springsted. Signed Bids, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Bid price and coupons, by telephone (651) 223 -3000 or fax (651) 223 -3046 for inclusion in the submitted Bid. OR (b) Electronic Bidding. Notice is hereby given that electronic bids will be received via PARITY`. For purposes of the electronic bidding process, the time as maintained by PARITY shall constitute the official time with respect to all Bids submitted to PARITY Each bidder shall be solely responsible for making necessary arrangements to access PARITY for purposes of submitting its electronic Bid in a timely manner and in compliance with the requirements of the Official Terms of Offering. Neither the County, its agents nor PARITY shall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the County, its agents nor PARITY shall be responsible for a bidder's failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any caused by the services of PARITY. The County is using the services of PARITY' solely as a communication mechanism to conduct the electronic bidding for the Notes, and PARITY is not an agent of the County. If any provisions of this Official Terms of Offering conflict with information provided by PARITY this .Official Terms of Offering shall control. Further information about PARITY'", including any fee charged, may be obtained from: PARITY 40 West 23 Street, 5 Floor, New York City, New York 10010, Customer Support, (212) 404 -8102. -i- DETAILS OF THE NOTES The Notes will be dated February 1, 2004, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 2005. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Notes will mature February 1 in the years and amounts as follows: 2005 $300,000 2008 $360,000 2010 $385,000 2006 $340,000 2009 $370,000 2011 $395,000 2007 $350,000 * The County reserves the right, after proposals are opened and prior to award, to reduce the principal amount of the Notes offered for sale. Any such reduction will be made in multiples of $5, 000 in any of the maturities. In the event the principal amount of the Notes is reduced, any premium offered or any discount taken by the successful bidder will be reduced by a percentage equal to the percentage by which the principal amount of the Notes is reduced. Bids for the Notes may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. In order to designate term bonds, the proposal must specify "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Notes will be issued by means of a book entry system with no physical distribution of Notes made to the public. The Notes will be issued in fully registered form and one Note, representing the aggregate principal amount of the Notes maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ( "DTC "), New York, New York, which will act as securities depository of the Notes. Individual purchases of the Notes may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Notes. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Notes, will be required to deposit the Notes with DTC. FISCAL AGENT /REGISTRAR The County will name the fiscal agent that will act as registrar and shall be subject to applicable SEC regulations. The County will pay for the services of the fiscal agent/registrar. OPTIONAL REDEMPTION The County may elect on February 1, 2009, and on any day thereafter, to prepay Notes due on or after February 1, 2010. Redemption may be in whole or in part and if in part at the option of the County and in such manner as the County shall determine. If less than all Notes of a maturity are called for redemption, the County will notify DTC of the particular amount of such maturity to be prepaid. 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 interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE -ti- The Notes will be general obligations of the County for which the County will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to fund the uninsured portion of the settlement agreement for the Class Action Lawsuit. TYPE OF BID Bids shall be for not Tess than $2,500,000 (par) and accrued interest on the total principal amount of the Notes. Bids shall be accompanied by a Good Faith Deposit ( "Deposit ") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $25,000, payable to the order of the County. If a check is used, it must accompany the bid. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Wisconsin, and preapproved by the County. Such bond must be submitted to Springsted Incorporated prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Notes are awarded to a bidder using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the County to satisfy the Deposit requirement. The Deposit received from the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser, will be deposited by the County. In the event the purchaser fails to comply with the accepted bid, said amount will be retained by the County. No bid can be withdrawn after the time set for receiving bids unless the meeting of the County scheduled for award of the Notes is adjourned, recessed, or continued to another date without award of the Notes having been made. There is no limit on the interest rate spread if bid in ascending order; however, no rate for any maturity shall be more than 1.0% lower than any prior rate. Rates must be in level or ascending order. Notes of the same maturity shall bear a single rate from the date of the Notes to the date of maturity. No conditional bid will be accepted. AWARD The Notes 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. The County will reserve the right to: (i) waive non - substantive informalities of any bid or of matters relating to the receipt of bids and award of the Notes, (ii) reject all bids without cause, and, (iii) reject any bid that the County determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Notes qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Notes. Any increased costs of issuance of the Notes resulting from such purchase of insurance shall be paid by the purchaser, except that, if the County has requested and received a rating on the Notes from a rating agency, the County will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Notes have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Notes. CUSIP NUMBERS -iii- If the Notes qualify for assignment of CUSIP numbers such numbers will be printed on the Notes, but neither the failure to print such numbers on any Note nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Notes. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Notes will be delivered without cost to the purchaser through DTC in New York, New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Godfrey & Kahn, S.C. of Milwaukee, Wisconsin, and of customary closing papers, including a no- litigation certificate. On the date of settlement, payment for the Notes shall be made in federal, or equivalent, funds that shall be received at the offices of the County or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Notes has been made impossible by action of the County, or its agents, the purchaser shall be liable to the County for any loss suffered by the County by reason of the purchaser's non - compliance with said terms for payment. CONTINUING DISCLOSURE In order to assist bidders in complying with SEC Rule 15c2 -12, as amended, the County will undertake, pursuant to the Award Resolution, to provide annual reports and timely notice of certain events for the benefit of holders of the Notes. A description of these details and terms of the undertaking is set forth in the Official Statement. OFFICIAL STATEMENT The County has authorized the preparation of an Official Statement containing pertinent information relative to the Notes, and said Official Statement will serve as a nearly -final Official Statement within the meaning of Rule 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement and the Official Bid Form or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the County, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (651) 223 -3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Notes, together with any other information required by law, shall constitute a "Final Official Statement" of the County with respect to the Notes, as that term is defined in Rule 15c2 -12. By awarding the Notes to any underwriter or underwriting syndicate submitting an Official Bid Form therefor, the County agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Notes are awarded 100 copies of the Official Statement and the addendum or addenda described above. The County designates the senior managing underwriter of the syndicate to which the Notes are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Notes agrees thereby that if its bid is accepted by the County (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Notes for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated December 16, 2003 BY ORDER OF THE COUNTY BOARD OF SUPERVISORS /s/ Clarence Malick Chairman - iv -