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HomeMy WebLinkAboutResolution 1991 (49) RESOLUTION AWARDING THE SALE OF $11,500,000 GENERAL OBLIGATION GOVERNMENT CENTER BUILDING BONDS, SERIES 1992A; PROVIDING FOR THE FORM OF THE BONDS; AND LEVYING A TAX IN CONNECTION THEREWITH Resolution No. 4 Of) St. Croix County, Wisconsin WHEREAS, on November 12, 1991, the County Board of St. Croix County, Wisconsin (the "County ") adopted a resolution entitled: "Resolution Authorizing the Borrowing of $11,500,000 and Providing for the Issuance and Sale of General Obligation Government Center Building Bonds, Series 1992A" (the "Authorizing Resolution ") which authorized the issuance of general obligation bonds for the purpose of paying the costs of financing the acquisition, construction and furnishing of a new government center (the "Project "); WHEREAS, the County deems the Project to be within its powers to undertake and therefore to be a public purpose as defined in Section 67.04(2) of the Wisconsin Statutes; WHEREAS, pursuant to the Authorizing Resolution, the County Clerk caused a Notice of Sale to be published in the Hudson Star Observer on November 21, 1991 and The Northwestern Financial Review on December 7, 1991 offering the aforesaid general obligation bonds for public sale on December 10, 1991; and, WHEREAS, the following sealed bid proposals were received: TRUE NET BIDDER INTEREST COST INTEREST RATE $ $ WHEREAS, it has been determined that the bid proposal submitted by � , 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 (the "Purchaser ") is hereby accepted, said proposal offering to purchase the $11,500,000 St. Croix County General Obligation Government Center Building Bonds, Series 1992A (the "Bonds ") for the sum of DOLLARS ($ ), plus accrued interest to the date of delivery, resulting in a true interest cost of DOLLARS ($ and an average net interest rate of %. The Bonds bear interest as follows: Year Principal Amount Interest Rate 1992 $ 175,000 1993 40,000 1994 105,000 1995 145,000 1996 250,000 1997 310,000 1998 360,000 1999 405,000 2000 455,000 2001 785,000 2002 830,000 2003 885,000 2004 935,000 2005 995,000 2006 1,060,000 2007 1,130,000 2008 1,275,000 2009 1,360,000 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. 2 • Section 3. Terms of the Bonds. The Bonds shall be designated "General Obligation Government Center Building Bonds, Series 1992A "; shall be dated January 1, 1992; shall be in the denomination of $5,000 or any integral multiple thereof; shall be numbered 1 and upward; 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 October 1, 1992 and semi- annually thereafter on April 1 and October 1 of each year. Section 4. Redemption Provisions. At the option of the County, the Bonds maturing on October 1, 2000 and thereafter are subject to redemption prior to maturity on October 1, 1999 or on any day thereafter. Said Bonds are redeemable as a whole or in part, and if in part, at the option of the County and in such manner as the County shall determine, and within each maturity by lot, as selected by the Bond Registrar, 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 a direct annual irrepealable tax sufficient for that purpose is hereby levied upon all taxable property of the County. Said direct annual irrepealable tax shall be levied in the years and in the amounts as follows: Levy Year Amount Levy Year Amount 1991 $ ** 2001 $ 1992 2002 1993 2003 1994 2004 1995 2005 1996 2006 1997 2007 1998 2008 1999 2009 2000 2010 * *The County has heretofore levied a direct annual irrepealable ad valorem debt service tax in the amount of $716,000 in anticipation of the sale of the Bonds. Said sum shall be irrevocably deposited upon receipt into the segregated Debt Service Fund Account for the Bonds created below and used to pay the principal of and interest on the Bonds coming due on October 1, 1992. 3 The 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 hereinabove 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 7 hereof. Section 7. Debt Service Fund Account. There is hereby established a fund account separate and distinct from every other County fund or account to be designated "Debt Service Fund Account for $11,500,000 St. Croix County General Obligation Government Center Building Bonds, Series 1992A dated January 1, 1992 ". 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 prin- cipal of and interest on the Bonds and shall be maintained for such purpose until such indebtedness is fully paid or otherwise extinguished. Section 8. Construction Fund; Arbitrage Covenant. The whole proceeds of the Bonds (the "Bond Proceeds ") herein provided for (other than any premium and accrued interest which must be paid at the time of delivery of the Bonds into the Debt Service Fund Account created in Section 7 hereof) shall be segregated in a special fund upon receipt and shall be used solely for the purposes for which borrowed or for the payment of the principal of and interest on the Bonds. 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 in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds 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 Section 148 of the Internal Revenue Code of 1986, as amended (the "Code ") and any applicable regulations including Sections 1.103 -13, 1.103 -14 and 1.103 -15 of the income tax regulations, as the same exist on this date, or may from time to time hereafter be amended, supplemented or revised. 4 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 date of delivery and payment for the Bonds. Section 9. Additional Tax Covenants; Exemption from Rebate. 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 de- scribed in Section 103(a) of the Code, the interest on which is excluded from gross income for federal income tax purposes. The County anticipates that it will qualify for the construction expenditure exemption from the rebate requirements of the Code. 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, with respect to said exemption from the rebate requirements, and said County Clerk or other officer is hereby authorized to make any election on behalf of the County in order to comply with the rebate requirements of the Code. If, for any reason, the County did not qualify for any 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 covenants that it is a governmental unit with general taxing powers and that the Bonds are not "private activity bonds" as defined in Section 141 of the Code. Section 10. Execution of the Bonds. The Bonds shall be issued in typewritten or printed form, executed on behalf of the County by the manual or facsimile signatures of the County Board Chairperson and County Clerk, authenticated by its Fiscal Agent appointed herein, sealed with its official or corporate seal, or a facsimile thereof, 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 5 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 11. Payment of the Bonds; Fiscal Agent. The principal of and interest on the Bonds shall be paid by the 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 C and incorporated herein by this reference. Section 12. Bond Insurance. The Purchaser has indicated that it will obtain insurance upon the Bonds from (" "), which will issue its municipal bond insurance policy with respect to the Bonds. The District Clerk or other officer of the District charged with the responsibility of issuing the Bonds, shall provide an appropriate certificate of the District as of the Closing, for inclusion in the transcript of proceedings, certifying that it can and covenanting that it will comply with the provisions and requirements of Section 13. 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 they 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. Adopted and recorded this 10th day of December, 1991. Offered by: NEGATIVE AFFIRMATIVE 6 EXHIBIT B (Form of Bond) UNITED STATES OF AMERICA NUMBER STATE OF WISCONSIN DOLLARS ST. CROIX COUNTY GENERAL OBLIGATION GOVERNMENT CENTER BUILDING BOND, SERIES 1992A MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP: OCTOBER 1, 19 JANUARY 1, 1991 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL MEN BY THESE PRESENTS, that St. Croix County, Wisconsin (the "County "), hereby acknowledges itself to owe and for value received promises to pay to the registered owner identified above (or to registered assigns), on the maturity date identified above, the principal amount identified above, and to pay interest thereon at the rate of interest per annum identified above, all subject to the provisions set forth herein regarding redemption prior to maturity. Interest is payable commencing on October 1, 1992 and semi - annually thereafter on April 1 and October 1 of each year until the aforesaid principal amount is paid in full. Both the principal of and interest on this Bond are payable in lawful money of the United States by the , the fiscal agent appointed by the County pursuant to the provisions of Section 67.10(2), Wisconsin Statutes, to act as bond registrar and paying agent (the "Bond Registrar "). This Bond is payable as to principal upon presentation and surrender hereof at the principal corporate office of the Bond Registrar. Payment of each installment of interest shall be made to the registered owner hereof who shall appear on the registration books of the County maintained by the Bond Registrar at the close of business on the 15th day of the calendar month next preceding the interest payment date and shall be paid by check or draft of the Bond Registrar mailed to such registered owner at his address as it appears on such registration books or at such other address as may be furnished in writing by such registered owner to the Bond Registrar. For the prompt payment of this Bond together with interest hereon as aforesaid and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the County are hereby irrevocably pledged. This Bond is one of an issue of Bonds aggregating the principal amount of $11,500,000, all of which are of like tenor, except as to denomination, interest rate, maturity date and redemption provision, issued by the County pursuant to the provisions of Chapter 67, Wisconsin Statutes, for the purpose of paying the cost of financing the acquisition, construction and furnishing of a new government center, all as authorized by resolutions of the County Board duly adopted by said governing body at meetings held on November 12, 1991 and December 10, 1991. Said resolutions are recorded in the official minutes of the County Board for said dates. At the option of the County, the Bonds maturing on October 1, 2000 and thereafter are subject to redemption prior to maturity on October 1, 1999 or on any day thereafter. Said Bonds are redeemable as a whole or in part, and if in part, at the option of the County and in such manner as the County shall determine, and within each maturity by lot, as selected by the Bond Registrar, at the principal amount thereof, plus accrued interest to the date of redemption. Before the redemption of any of the Bonds, the County shall direct the Bond Registrar to give notice of such redemption by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed, in whole or in part, at the address shown on the registration books. Any notice mailed as provided herein shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. The Bonds shall cease to bear interest on the specified redemption date, provided that federal or other immediately available funds sufficient for such redemption are on deposit at the office of the Bond Registrar at that time. Upon such deposit of funds for redemp- tion the Bonds shall no longer be deemed to be outstanding. The Bonds are issued in registered form in the denomination of $5,000 or any integral multiple thereof. This Bond may be exchanged at the principal office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity in other authorized denominations. This Bond is transferable by a written assignment duly executed by the registered owner hereof or by such owner's duly authorized legal representative. Upon such transfer a new registered Bond, in authorized denomination or denominations and in the same aggregate principal amount, shall be issued to the transferee in exchange hereof. The County and the Bond Registrar may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the County nor the Bond Registrar shall be affected by notice to the contrary. It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this Bond have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the County, including this Bond and others issued simultaneously herewith, does not exceed any limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual irrepealable tax has been levied sufficient to pay this Bond, together with the interest thereon, when and as payable. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been executed by the Bond Registrar. IN WITNESS WHEREOF, St. Croix County, Wisconsin, by its governing body, has caused this Bond to be executed for it and in its name by the facsimile signatures of its duly qualified County Board Chairperson and County Clerk; to be authenticated by the Bond Registrar; and to be sealed with a facsimile of its official or corporate seal. The County, by the aforesaid authentication of this Bond, does adopt such facsimile signatures as proper signatures, all as of the 1st day of January, 1992. ST. CROIX COUNTY By: (facsimil - 'ture) (SEAL) County :;- ai.•erson By: (fjcsi, - signature) Coun N.:lerk Date of Authentication: CERTIFICATE OF AUTHENTICATION This Bond is one of St. Croix County's General Obligation Government Center Building Bonds, Series 1992A described in the within - mentioned resolutions. ‹J \o' as c le i strar B uthorized Signature ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) (Social Security or other Identifying Number of Assignee) the within Bond and all rights thereunder and hereby irrevocably constitutes and appoints Legal Representative, to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: (e.g. Bank, Trust Company (Registered Owner) or Securities Firm) NOTICE: This signature must correspond with the name of the registered owner as it (Authorized'Officer) appears upon the face of the within Bond in every parti- cular, without alteration or enlargement or any change whatever. EXHIBIT C FISCAL AGENCY AGREEMENT THIS AGREEMENT is madecax entered into the day of January, 1992, by and between -Std � oix County, Wisconsin (the "District "), and _ a national banking association /state banking with trust powers located in (r ` (the "Agent ") . ti. 9 WITNESSETH: WHEREAS, the District has authorized the borrowing of the sum of ELEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($11,500,000) pursuant to Section 67.05, Wisconsin Statutes, and the resolutions adopted by the County Board on November 12, 1991 and December 10, 1991 and has authorized the issuance and sale of $11,500,000 principal amount of general obligation government center building bonds to evidence such indebtedness (the "Obligations "). The Obligations shall be designated "General Obligation Government Center Building Bonds, Series 1992A "; shall be dated January 1, 1992; shall bear interest at the rates set forth below; and shall mature serially on October 1 of each year, in the years and principal amounts as follows: Year Principal Amount Interest Rate 1992 $ 175,000 1993 40,000 1994 105,000 1995 145,000 1996 250,000 1997 310,000 1998 360,000 1999 405,000 2000 455,000 2001 785,000 2002 830,000 2003 885,000 2004 935,000 2005 995,000 2006 1,060,000 2007 1,130,000 2008 1,275,000 2009 1,360,000 Interest shall be payable commencing on October 1, 1992 and semi - annually thereafter on April 1 and October 1 of each year until the principal of the Obligations is paid in full or discharged; WHEREAS, the County is issuing the Obligations in registered form pursuant to Section 149 of the Internal Revenue Code of 1986, as amended, and any applicable income tax regu- lations; and, WHEREAS, pursuant to the aforesaid resolution or resolutions and Section 67.10(2), Wisconsin Statutes, the County Board of the County has authorized the appointment of the Agent as Fiscal Agent of the County for the purpose of performing any or all of the following functions with respect to the Obliga- tions: paying the principal of and interest on the Obligations; accounting for such payments; registering, authenticating, transferring, and canceling the Obligations; and maintaining a registration book in addition to other applicable responsibil- ities all in accordance with the provisions of Section 67.10(2), Wisconsin Statutes. NOW, THEREFORE, the County and the Agent do hereby agree as follows: I. APPOINTMENT The Agent is hereby appointed Fiscal Agent of the County with respect to the Obligations for the purpose of performing such of the responsibilities stated in Section 67.10(2)(a), Wisconsin Statutes, as are delegated herein or as may be otherwise specifically delegated in writing to the Fiscal Agent by the County. II. INVESTMENT RESPONSIBILITY The Fiscal Agent shall not be under any obligation to invest funds held for the payment of interest or principal on the Obligations. III. PAYMENTS At least one (1) business day before each semi - annual interest payment date (commencing with the first interest payment date and continuing thereafter until the principal of and interest on the Obligations should have been fully paid or prepaid in accordance with their terms) the County agrees to and shall pay to the Fiscal Agent, in immediately available funds, a sum equal to the amount payable as principal of and the premium, if any, and interest on the Obligations on such semi - annual interest payment date. Said semi - annual interest and /or 2 principal payment dates and amounts are set forth in Exhibit A -1 which is attached hereto and incorporated herein by this reference. IV. CANCELLATION In every case of the surrender of any Obligation for the purpose of payment, the Fiscal Agent shall cancel and destroy the same and deliver to the County a certificate regarding such cancellation, setting forth an accurate description of the Obligation, specifying its number, date, purpose, amount, rate of interest, and payment date and stating the date and amount of each payment of principal or interest thereon. The Fiscal Agent shall also cancel and destroy Obligations presented for transfer or exchange and deliver a certificate with respect to such transfer or exchange to the County. The Fiscal Agent shall be permitted to microfilm, or otherwise photocopy and record said canceled Obligations. V. REGISTRATION BOOK Fiscal Agent shall maintain in the name of the County a Registration Book containing the names and addresses of all registered owners of the Obligations. The Fiscal Agent shall keep confidential said information in accordance with applicable banking and governmental regulations. VI. INTEREST PAYMENT Payment of each installment of interest shall be made to the registered owner who shall appear on the Registration Book at the close of business on the 15th day of the calendar month next preceding the interest payment date and shall be paid by check or draft of the Fiscal Agent mailed to such registered owner at his address as it appears in such Registration Book or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent. VII. PAYMENT OF PRINCIPAL Principal shall be paid to the registered owner of an Obligation upon surrender of the Obligation on or after its maturity or redemption date. VIII. REDEMPTION NOTICE In the event the County exercises its option, if any, to redeem any of the Obligations, the County shall direct the Fiscal Agent to give notice of such redemption by registered or certified mail at least thirty days prior to the date fixed for redemption to the registered owner of each Obligation to be redeemed in whole or in part at the address shown in the Registration Book. Such direction shall be given at least 3 thirty -five days prior to such redemption date. In addition, in accordance with the recommendations of the Securities and Exchange Commission, the Fiscal Agent shall give notice of any call for redemption to all registered securi- ties depositories and to a national information service that disseminates notices of redemption of obligations such as the Obligations, but neither a defect in this additional notice nor any failure to give all or any portion of such additional notice shall in any manner defeat the effectiveness of a call for redemption. IX. TRANSFER AND EXCHANGE OF OBLIGATIONS The County will supply the Fiscal Agent with the number of printed Obligations requested by the purchaser or purchasers of the Obligations no less than five business days prior to the date of delivery of and payment for the Obligations (the "Closing ") which are complete except for some or all of the following: 1. Name of registered owner 2. Face principal amount 3. Maturity date 4. Interest rate 5. Registration date, if any 6. Serial numbers 7. CUSIP numbers, if any 8. Authenticating signature The Fiscal Agent will prepare Obligations in the name of a purchaser or purchasers designated by the County so as to be available for authentication by the Fiscal Agent at Closing. Said purchaser or purchasers shall become the first registered owners of the full issue of Obligations at Closing. The Fiscal Agent shall transfer Obligations upon presentation of a written assignment duly executed by the registered owner or by such owner's duly authorized legal representative. Upon such a transfer, a new registered Obligation of authorized denomination or denominations in the same aggregate principal amount shall be issued to the transferee in exchange thereof, and the name of such transferee shall be entered as the new registered owner in the Registration Book. Upon request of the registered owner, the Fiscal Agent shall exchange Obligations of the issue for a like aggregate principal amount of Obligations of the same maturity in authorized whole integral multiples of $5,000. 4 The Obligations shall be numbered 1 and upward. Upon any transfer or exchange, the Obligation or Obligations issued shall bear the next highest consecutive unused number or numbers. X. AUTHENTICATION The Fiscal Agent shall sign the Certificate of Authen- tication on each Obligation on the date of delivery, transfer or exchange of such Obligation. The Fiscal Agent shall distribute and /or retain for safekeeping the Obligations in accordance with the direction of the registered owners thereof. XI. STATEMENTS The Fiscal Agent shall furnish the County with an accounting of payments received and made and funds on hand annually. XII. FEES The County agrees to pay the Fiscal Agent fees in accordance with the fee schedule provided by the Fiscal Agent which is attached hereto as Exhibit B -1 and incorporated herein by this reference until the final principal payment (or redemp- tion date in the event the County exercises its option, if any, to redeem the Obligations). Such fees are payable on the dates principal is due or pursuant to statements provided to the County by the Fiscal Agent. In the event the County exercises its option, if any, to redeem the Obligations, the Fiscal Agent shall be reimbursed for mailing costs related therewith. XIII. MISCELLANEOUS (a) Nonpresentment of Checks. In the event the check or draft mailed by the Fiscal Agent to the registered owner is not presented for payment within six years of its date, then the monies representing such nonpayment shall be returned to the County or to such board, officer or body as may then be entitled by law to receive the same, together with the name of the registered owner of the Obligation and the last mailing address of record. Thereafter, the Fiscal Agent shall not be responsible for the payment of such check or draft. (b) Resignations; Successor Fiscal Agent. Fiscal Agent may at any time resign by giving not less than sixty days written notice to County. Upon receiving such notice of resignation, the County shall promptly appoint a successor Fiscal Agent by an instrument in writing executed by order of its governing body. If no successor Fiscal Agent shall have been so appointed and have accepted appointment within sixty days after such notice of resignation, the resigning Fiscal Agent may 5 petition any court of competent jurisdiction for the appointment of a successor fiscal agent. Such court may thereupon, after such notice, if any, as it may deem proper and prescribes, appoint a successor fiscal agent. Any successor fiscal agent shall be qualified to act pursuant to Section 67.10(2), Wisconsin Statutes, as amended. Any successor fiscal agent shall execute, acknowledge and deliver to the County and to its predecessor fiscal agent an instrument accepting such appointment hereunder, and thereupon the resignation of the predecessor fiscal agent shall become effective and such successor fiscal agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor, with like effect as if originally named as fiscal agent herein; but nevertheless, on written request of County, or on the request of the successor, the fiscal agent ceasing to act shall execute and deliver an instrument transferring to such successor fiscal agent, all the rights, powers, and trusts of the fiscal agent so ceasing to act. Upon the request of any such successor fiscal agent, the County shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor fiscal agent all such rights, powers and duties. Any predecessor fiscal agent shall pay over to its successor fiscal agent any funds of the County. (c) Termination. This Agreement shall terminate six years after the last principal payment on the Obligations is due whether by maturity or earlier redemption or the final dis- charge of the County's responsibilities for payment of the Obligations, whichever is later. The parties realize that any funds hereunder as shall remain upon termination shall be turned over to the County after deduction of any unpaid fees and disbursements of Fiscal Agent. Termination of this Agreement shall not, of itself, have any effect on County's obligation to pay the outstanding Obligations in full in accordance with the terms thereof. (d) Execution. This Agreement shall be executed on behalf of the County and the Agent by their duly authorized officers. This Agreement may be executed in several counter- parts, each of which shall be an original and all of which shall constitute but one and the same agreement. IN WITNESS WHEREOF, the parties have executed this Agreement, being duly authorized so to do, each in the manner most appropriate to it, on the date first above written. 6 SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT ST. CROIX COUNTY, WISCONSIN (SEAL) B Richard Peterson County—Board Chairperson 4t And: Sue E. Nelson County Clerk 7 SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT (SEAL) By: And: 8