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HomeMy WebLinkAboutResolution 2014 (19) Resolution No. 19 (2014) RESOLUTION AWARDING THE SALE OF $10,000,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2014A; PROVIDING THE FORM OF THE NOTES; AND LEVYING A TAX IN CONNECTION THEREWITH 1 WHEREAS, on June 3, 2014, the County Board of St. Croix County, Wisconsin (the 2 "County") adopted a resolution entitled: "Resolution Authorizing the Borrowing of Not to 3 Exceed $10,000,000; and Providing for the Issuance and Sale of General Obligation Promissory 4 Notes Therefor" (the "Authorizing Resolution") which authorized the issuance and sale of 5 general obligation promissory notes for the purpose of paying the costs of County capital 6 improvement projects including 911 expansion and infrastructure upgrades; building acquisition, 7 construction and equipment costs related to the relocation of the St. Croix County Services 8 Center; demolition of the existing Health and Human Services building; Government Center 9 parking lot improvements; information technology upgrades; and Jail Central renovations (the 10 "Proj ect"); 11 WHEREAS, pursuant to the Authorizing Resolution, the Finance Director (in 12 consultation with the County's financial advisor, Springsted, Incorporated) caused an Official 13 Notice of Sale to be distributed, offering the aforesaid general obligation promissory notes for 14 public sale on August 4, 2014; and 15 WHEREAS, sealed bid proposals were received as summarized on Exhibit C attached 16 hereto; and 17 WHEREAS, it has been determined that the bid proposal (the "Proposal") submitted by 18 Piper Jaffray & Co., Minneapolis, Minnesota, fully complies with the bid requirements set forth 19 in the Official Notice of Sale and is deemed to be the most advantageous to the County. A copy 20 of said bid is attached hereto as Exhibit A and incorporated herein by this reference. 21 NOW, THEREFORE, BE IT RESOLVED by the County Board of the County that: 22 Section 1. Award of the Notes. The bid proposal of Piper Jaffray & Co., 23 Minneapolis, Minnesota, (the "Purchaser") is hereby accepted, said proposal offering to purchase 24 the TEN MILLION DOLLARS ($10,000,000) General Obligation Promissory Notes, Series 25 2014A (the "Notes") for the sum of TEN MILLION ONE HUNDRED NINETY SEVEN 26 THOUSAND EIGHT HUNDRED SIXTEEN DOLLARS AND TWENTY-FIVE CENTS 27 ($10,197,816.25), plus accrued interest to the date of delivery resulting in a net interest cost of 28 ONE MILLION TWO HUNDRED EIGHTEEN THOUSAND TWO HUNDRED NINETY 29 EIGHT DOLLARS AND THIRTY-THREE CENTS ($1,218,298.33) and a true interest rate of 30 1.8490%. 31 32 Section 2. Terms of the Notes. The Notes shall be designated "General Obligation 33 Promissory Notes, Series 2014A"; shall be dated September 1, 2014; shall be in the 34 denomination of $5,000 or any integral multiple thereof, shall bear interest at the rates per annum 35 and mature on April 1 of each year, in the years and principal amounts as set forth in the Pricing 36 Summary attached hereto as Exhibit D and incorporated herein by this reference. Interest is 37 payable semi-annually on April 1 and October 1 of each year commencing April 1, 2015. The 38 schedule of principal and interest payments due on the Notes is set forth on the Debt Service 39 Schedule attached hereto as Exhibit E and incorporated herein by this reference (the "Schedule"). 40 Section 3. Designation of Purchaser as Agent. The County hereby designates the 41 Purchaser as its agent for purposes of distributing the Final Official Statement relating to the 42 Notes to any participating underwriter in compliance with Rule 15c2-12 of the Securities and 43 Exchange Commission. 44 Section 4. Redemption Provisions. At the option of the County, the Notes maturing 45 on April 1, 2022 and thereafter shall be subject to redemption prior to maturity on April 1, 2021 46 or on any date thereafter. Said Notes shall be redeemable as a whole or in part, from maturities 47 selected by the County and within each maturity by lot, at the principal amount thereof, plus 48 accrued interest to the date of redemption. [If the Proposal specifies that any of the Notes are 49 subject to mandatory redemption, the terms of such mandatory redemption are set forth on 50 Exhibit G attached hereto and incorporated herein by this reference.] 51 Section 5. Form of the Notes. The Notes shall be issued in registered form and shall 52 be executed and delivered in substantially the form attached hereto as Exhibit B and incorporated 53 herein by this reference. 54 Section 6. Direct Annual Irrepealable Tax Levy. For the purpose of paying the 55 principal of and interest on the Notes as the same becomes due, the full faith, credit and 56 resources of the County are hereby irrevocably pledged and a direct annual irrepealable tax is 57 hereby levied upon all taxable property of the County. Said direct annual irrepealable tax shall 58 be levied in the years 2014 through 2023 for payments due in 2015 through 2024 in the amounts 59 as set forth on the Schedule. 60 The aforesaid direct annual irrepealable tax hereby levied shall be collected in addition to 61 all other taxes and in the same manner and at the same time as other taxes of the County levied in 62 said years are collected. So long as any part of the principal of or interest on the Notes remains 63 unpaid, the tax herein above levied shall be and continues irrepealable except that the amount of 64 tax carried onto the tax roll may be reduced in any year by the amount of any surplus in the Debt 65 Service Fund Account created herein, including any capitalized interest funded with proceeds of 66 the Notes. 67 Section 7. Debt Service Fund Account. There is hereby established in the County 68 treasury a fund account separate and distinct from every other County fund or account designated 69 "Debt Service Fund Account for $10,000,000 St. Croix County General Obligation Promissory 70 Notes, Series 2014A, dated September 1, 2014." There shall be deposited in said fund account 71 any premium plus accrued interest paid on the Notes at the time of delivery to the Purchaser, all 72 money raised by taxation pursuant to Section 6 hereof and all other sums as may be necessary to 73 pay interest on the Notes when the same shall become due and to retire the Notes at their 74 respective maturity dates. Said fund account shall be used for the sole purpose of paying the 75 principal of and interest on the Notes and shall be maintained for such purpose until such 76 indebtedness is fully paid or otherwise extinguished. 77 Section 8. Segregated Borrowed Money. The proceeds of the Notes (the "Note 78 Proceeds") (other than any premium and accrued interest which must be paid at the time of the 79 delivery of the Notes into the Debt Service Fund Account created above) shall be deposited into 80 an account separate and distinct from all other funds and be disbursed solely for the purposes for 81 which borrowed or for the payment for the principal of and the interest on the Notes. 82 Section 9. Arbitrage Covenant. The County shall not take any action with respect to 83 the Note Proceeds which, if such action had been reasonably expected to have been taken, or had 84 been deliberately and intentionally taken on the date of the delivery of and payment for the Notes 85 (the "Closing"), would cause the Notes to be "arbitrage bonds" within the meaning of Section 86 148 of the Internal Revenue Code of 1986, as amended (the "Code") and any income tax 87 regulations promulgated thereunder (the "Regulations"). 88 The Note Proceeds may be temporarily invested in legal investments until needed, 89 provided however, that the County hereby covenants and agrees that so long as the Notes remain 90 outstanding, moneys on deposit in any fund or account created or maintained in connection with 91 the Notes, whether such moneys were derived from the Note Proceeds or from any other source, 92 will not be used or invested in a manner which would cause the Notes to be "arbitrage bonds" 93 within the meaning of the Code or Regulations. 94 The County Clerk, or other officer of the County charged with responsibility for issuing 95 the Notes, shall provide an appropriate certificate of the County, for inclusion in the transcript of 96 proceedings, setting forth the reasonable expectations of the County regarding the amount and 97 use of the Note Proceeds and the facts and estimates on which such expectations are based, all as 98 of the Closing. 99 Section 10. Additional Tax Covenants, Exemption from Rebate, Qualified Tax- 100 Exempt Obligation Status. The County hereby further covenants and agrees that it will take all 101 necessary steps and perform all obligations required by the Code and Regulations (whether prior 102 to or subsequent to the issuance of the Notes) to assure that the Notes are obligations described 103 in Section 103(a) of the Code, the interest on which is excluded from gross income for federal 104 income tax purposes, throughout their term. The County Clerk or other officer of the County 105 charged with the responsibility of issuing the Notes, shall provide an appropriate certificate of 106 the County as of the Closing, for inclusion in the transcript of proceedings, certifying that it can 107 and covenanting that it will comply with the provisions of the Code and Regulations. 108 Further, it is the intent of the County to take all reasonable and lawful actions to comply 109 with any new tax laws enacted so that the Notes will continue to be obligations described in 110 Section 103(a) of the Code, the interest on which is excluded from gross income for federal 111 income tax purposes. 112 The County anticipates that the Notes will qualify for the eighteen month expenditure 113 exemption from the rebate requirements of the Code. The County Clerk or other officer of the 114 County charged with the responsibility of issuing the Notes, shall provide an appropriate 115 certificate of the County as of the Closing, for inclusion in the transcript of proceedings, with 116 respect to said exemption from the rebate requirements, and said County Clerk or other officer is 117 hereby authorized to make any election on behalf of the County in order to comply with the 118 rebate requirements of the Code. If, for any reason, the County did not qualify for any 119 exemption from the rebate requirements of the Code, the County covenants that it would take all 120 necessary steps to comply with such requirements. 121 The County hereby designates the Notes to be "qualified tax-exempt obligations" 122 pursuant to the provisions of Section 265(b)(3) of the Code and in support of such designation, 123 the County Clerk or other officer of the County charged with the responsibility for issuing the 124 Notes, shall provide an appropriate certificate of the County, all as of the Closing. 125 Section 11. Persons Treated as Owners, Transfer of Notes. The fiscal agent appointed 126 in Section 15 hereof shall keep books for the registration and for the transfer of the Notes. The 127 person in whose name any Note shall be registered shall be deemed and regarded as the absolute 128 owner thereof for all purposes and payment of either principal or interest on any Note shall be 129 made only to the registered owner thereof. All such payments shall be valid and effectual to 130 satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. 131 Any Note may be transferred by the registered owner thereof by surrender of the Note at 132 the office of said fiscal agent, duly endorsed for the transfer or accompanied by an assignment 133 duly executed by the registered owner or his attorney duly authorized in writing. Upon such 134 transfer, said fiscal agent shall deliver in the name of the transferee or transferees a new Note or 135 Notes of a like aggregate principal amount, series and maturity and said fiscal agent shall record 136 the name of each transferee in the registration book. No registration shall be made to bearer. 137 Said fiscal agent shall cancel any Note surrendered for transfer. 138 The County shall cooperate in any such transfer, and the County Board Chairperson and 139 County Clerk are authorized to execute any new Note or Notes necessary to effect any such 140 transfer. 141 The fifteenth day of each calendar month next preceding each interest payment date shall 142 be the record date for the Notes. Payment of interest on the Notes on any interest payment date 143 shall be made to the registered owners of the Notes as they appear on the registration book of the 144 County maintained by said fiscal agent at the close of business on the corresponding record date. 145 Section 12. Utilization of The Depository Trust Company Book-Entry-Only-System. 146 In order to make the Notes eligible for the services provided by The Depository Trust Company, 147 New York, New York ("DTC"), the County has heretofore agreed to the applicable provisions 148 set forth in the DTC Blanket Issuer Letter of Representation and an official of the County has 149 executed such Letter of Representation and delivered it to the DTC on behalf of the County. 150 Section 13. Official Statement. The County Board hereby approves the Preliminary 151 Official Statement with respect to the Notes and deems the Preliminary Official Statement as 152 "final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the Securities and 153 Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the "Rule"). All 154 actions taken by officers of the County in connection with the preparation of such Preliminary 155 Official Statement and any addenda to it or Final Official Statement are hereby ratified and 156 approved. In connection with Closing, the appropriate County official shall certify the 157 Preliminary Official Statement and any addenda or Final Official Statement. The appropriate 158 County official shall cause copies of the Preliminary Official Statement and any addenda or Final 159 Official Statement to be distributed to the Purchaser. 160 Section 14. Execution of the Notes. The Notes shall be issued in typewritten form, 161 one Note for each maturity, executed on behalf of the County by the manual or facsimile 162 signatures of the County Board Chairperson and County Clerk (except that one of the foregoing 163 signatures shall be manual), sealed with its official or corporate seal, if any, and delivered to the 164 Purchaser upon payment to the County of the purchase price thereof, plus accrued interest to the 165 date of delivery. In the event that either of the officers whose signatures appear on the Notes 166 shall cease to be such officers before the delivery of the Notes, such signatures shall, 167 nevertheless, be valid and sufficient for all purposes to the same extent as if they had remained in 168 office until such delivery. The aforesaid officers are hereby authorized to do all acts and execute 169 and deliver all documents as may be necessary and convenient to effectuate the Closing. 170 Section 15. Payment of the Notes. The principal of and interest on the Notes shall be 171 paid by U.S. Bank National Association, St. Paul, Minnesota, which is hereby appointed as the 172 County's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin 173 Statutes (the "Fiscal Agent"). The Fiscal Agency Agreement between the County and the Fiscal 174 Agent shall be substantially in the form attached hereto as Exhibit F and incorporated herein by 175 this reference. 176 Section 16. Continuing Disclosure. The County hereby covenants and agrees that it 177 will comply with and carry out all of the provisions of its Continuing Disclosure Certificate, 178 which the County will execute and deliver on the Closing Date. Any Noteholder may take such 179 actions as may be necessary and appropriate, including seeking mandate or specific performance 180 by court order, to cause the County to comply with its obligations under this Section. 181 Section 17. Conflicting Resolutions, Severability; Effective Date. All prior 182 resolutions, rules or other actions of the County or any parts thereof in conflict with the 183 provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so 184 conflict. In the event that any one or more provisions hereof shall for any reason be held to be 185 illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The 186 foregoing shall take effect immediately upon adoption and approval in the manner provided by 187 law. Sponsored By: Administration Committee on August 5, 2014 Le-gal- Fiscal- Administrative Approvals: Legal Note: none Fiscal Impact: The 2014 financial impact will include reimbursement of expenses already incurred and additional expenses paid for with bonding dollars. From 2015 to 2024 the debt repayments will affect the County's Tax Mill Rate. WOW x, on 9!2014 manse Direr 712 91 14 P tar 7/3112014 St. Croix County Board of Supervisors Action: Roll Call - Vote Requirement - Majority of Supervisors Present RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Ann Berke, Supervisor SECONDER: Howard Novotny, Supervisor AYES: Travis Schachtner, Agnes Ring, Christopher Babbitt, Howard Novotny, Roy Sjoberg, Stephen Nielsen, Scott Nelson, Jill Ann Berke, Dave Ostness, Roger Larson, Daniel Hansen, Ron Kiesler, Andy Brinkman, Paulette Anderson, Judy Achterhof, Shaela Leibfried ABSENT: Chris Kilber, David Peterson, William Peavey This Resolution was Adopted by the St. Croix County Board of Supervisors on August 5, 2014 Cindy Campbell, County Clerk The below Exhibits will not be available until the day of the meeting and paper copies will be provided. Exhibit A - Bid Exhibit B - Form of Note Exhibit C -Summarized Bid Proposals Exhibit D - Pricing Summary Exhibit E - Debt Service Schedule Exhibit F - Fiscal Agency Agreement