HomeMy WebLinkAboutResolution 2015 (26) Resolution No. 26 (2015)
Pao 111111w UNTY RESOLUTION AWARDING THE SALE OF $10,000,000
GENERAL OBLIGATION HEALTH CENTER BONDS, SERIES
N�
2015A; PROVIDING THE FORM OF THE BONDS; AND
LEVYING A TAX IN CONNECTION THEREWITH
1 WHEREAS, on May 5, 2015, the County Board of St. Croix County, Wisconsin (the
2 "County") adopted a resolution entitled: "Resolution Authorizing the Borrowing of Not to
3 Exceed $20,000,000; and Providing for the Issuance and Sale of General Obligation Health
4 Center Bonds Therefor" (the"Authorizing Resolution")which authorized the issuance and sale
5 of general obligation Health Center Bonds for the purpose of paying the costs of constructing
6 and equipping a new skilled nursing, community based residential and dementia crisis facility
7 (the "Project");
8 WHEREAS,pursuant to the Authorizing Resolution, the Interim Finance Director(in
9 consultation with the County's financial advisor, Springsted, Incorporated) caused an Official
10 Notice of Sale to be distributed, offering a portion of the aforesaid general obligation Health
11 Center Bonds for public sale on August 4, 2015; and
12 WHEREAS, sealed bid proposals were received as summarized on Exhibit C attached
13 hereto; and
14 WHEREAS, it has been determined that the bid proposal (the"Proposal") submitted by
15 FTN Financial Capital Markets, Memphis, Tennessee, fully complies with the bid requirements
16 set forth in the Official Notice of Sale and is deemed to be the most advantageous to the County.
17 A copy of said bid is attached hereto as Exhibit A and incorporated herein by this reference.
18 NOW, THEREFORE, BE IT RESOLVED by the County Board of the County that:
19 Section 1. Award of the Bonds. The bid proposal of FTN Financial Capital Markets,
20 Memphis, Tennessee (the"Purchaser")is hereby accepted, said proposal offering to purchase
21 the TEN MILLION DOLLARS ($10,000,000) General Obligation Health Center Bonds, Series
22 2015A (the"Bonds") for the sum of$10,155,714.75 plus accrued interest to the date of delivery
23 of$1,451.97 for a total purchase price of TEN MILLION ONE HUNDRED FIFTY SEVEN
24 THOUSAND ONE HUNDRED SIXTY SIX DOLLARS AND SEVENTY-TWO CENTS
25 ($10,157,166.72)resulting in a net interest cost of THREE MILLION SEVENTY SIX
26 THOUSAND FIVE HUNDRED NINETY NINE DOLLARS AND EIGHTY-THREE CENTS
27 ($3,076,599.83) and a true interest rate of 2.6495%.
28
29 Section 2. Terms of the Bonds. The Bonds shall be designated "General Obligation
30 Health Center Bonds, Series 2015A"; shall be dated September 1, 2015; shall be in the
31 denomination of$5,000 or any integral multiple thereof, shall bear interest at the rates per annum
32 and mature on April 1 of each year, in the years and principal amounts as set forth in the Pricing
33 Summary attached hereto as Exhibit D and incorporated herein by this reference. Interest is
34 payable semi-annually on April 1 and October 1 of each year commencing April 1, 2016. The
35 schedule of principal and interest payments due on the Bonds is set forth on the Debt Service
36 Schedule attached hereto as Exhibit E and incorporated herein by this reference (the"Schedule").
37 Section 3. Designation of Purchaser as Agent. The County hereby designates the
38 Purchaser as its agent for purposes of distributing the Final Official Statement relating to the
39 Bonds to any participating underwriter in compliance with Rule 15c2-12 of the Securities and
40 Exchange Commission.
41 Section 4. Redemption Provisions. At the option of the County, the Bonds maturing
42 on April 1, 2026 and thereafter shall be subject to redemption prior to maturity on April 1, 2025
43 or on any date thereafter. Said Bonds shall be redeemable as a whole or in part, from maturities
44 selected by the County and within each maturity by lot, at the principal amount thereof,plus
45 accrued interest to the date of redemption. If the Proposal specifies that any of the Bonds are
46 subject to mandatory redemption, the terms of such mandatory redemption are set forth on
47 Exhibit G attached hereto and incorporated herein by this reference.
48 Section 5. Form of the Bonds. The Bonds shall be issued in registered form and shall
49 be executed and delivered in substantially the form attached hereto as Exhibit B and incorporated
50 herein by this reference.
51 Section 6. Direct Annual Irrepealable Tax Levy. For the purpose of paying the
52 principal of and interest on the Bonds as the same becomes due, the full faith, credit and
53 resources of the County are hereby irrevocably pledged and a direct annual irrepealable tax is
54 hereby levied upon all taxable property of the County. Said direct annual irrepealable tax shall
55 be levied in the years 2015 through 2034 for payments due in 2016 through 2035 in the amounts
56 as set forth on the Schedule.
57 The aforesaid direct annual irrepealable tax hereby levied shall be collected in addition to
58 all other taxes and in the same manner and at the same time as other taxes of the County levied in
59 said years are collected. So long as any part of the principal of or interest on the Bonds remains
60 unpaid, the tax herein above levied shall be and continues irrepealable except that the amount of
61 tax carried onto the tax roll may be reduced in any year by the amount of any surplus in the Debt
62 Service Fund Account created herein, including any capitalized interest funded with proceeds of
63 the Bonds.
64 Section 7. Debt Service Fund Account. There is hereby established in the County
65 treasury a fund account separate and distinct from every other County fund or account designated
66 "Debt Service Fund Account for $10,000,000 St. Croix County General Obligation Health
67 Center Bonds, Series 2015A, dated September 1, 2015." There shall be deposited in said fund
68 account any premium plus accrued interest paid on the Bonds at the time of delivery to the
69 Purchaser, all money raised by taxation pursuant to Section 6 hereof and all other sums as may
70 be necessary to pay interest on the Bonds when the same shall become due and to retire the
71 Bonds at their respective maturity dates. Said fund account shall be used for the sole purpose of
72 paying the principal of and interest on the Bonds and shall be maintained for such purpose until
73 such indebtedness is fully paid or otherwise extinguished.
74 Section 8. Segregated Borrowed Money Fund. The proceeds of the Bonds (the "Bond
75 Proceeds") (other than any premium and accrued interest which must be paid at the time of the
76 delivery of the Bonds into the Debt Service Fund Account created above) shall be deposited into
77 an account separate and distinct from all other funds and be disbursed solely for the purposes for
78 which borrowed or for the payment for the principal of and the interest on the Bonds.
79 Section 9. Arbitrage Covenant. The County shall not take any action with respect to
80 the Bond Proceeds which, if such action had been reasonably expected to have been taken, or
81 had been deliberately and intentionally taken on the date of the delivery of and payment for the
82 Bonds (the "Closing"), would cause the Bonds to be"arbitrage bonds"within the meaning of
83 Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") and any income tax
84 regulations promulgated thereunder(the "Regulations").
85 The Bond Proceeds may be temporarily invested in legal investments until needed,
86 provided however, that the County hereby covenants and agrees that so long as the Bonds remain
87 outstanding, moneys on deposit in any fund or account created or maintained in connection with
88 the Bonds, whether such moneys were derived from the Bond Proceeds or from any other source,
89 will not be used or invested in a manner which would cause the Bonds to be "arbitrage bonds"
90 within the meaning of the Code or Regulations.
91 The County Clerk, or other officer of the County charged with responsibility for issuing
92 the Bonds, shall provide an appropriate certificate of the County, for inclusion in the transcript of
93 proceedings, setting forth the reasonable expectations of the County regarding the amount and
94 use of the Bond Proceeds and the facts and estimates on which such expectations are based, all as
95 of the Closing.
96 Section 10. Additional Tax Covenants; Exemption from Rebate; Qualified Tax-
97 Exempt Obligation Status. The County hereby further covenants and agrees that it will take all
98 necessary steps and perform all obligations required by the Code and Regulations (whether prior
99 to or subsequent to the issuance of the Bonds) to assure that the Bonds are obligations described
100 in Section 103(a) of the Code, the interest on which is excluded from gross income for federal
101 income tax purposes, throughout their term. The County Clerk or other officer of the County
102 charged with the responsibility of issuing the Bonds, shall provide an appropriate certificate of
103 the County as of the Closing, for inclusion in the transcript of proceedings, certifying that it can
104 and covenanting that it will comply with the provisions of the Code and Regulations.
105 Further, it is the intent of the County to take all reasonable and lawful actions to comply
106 with any new tax laws enacted so that the Bonds will continue to be obligations described in
107 Section 103(a) of the Code, the interest on which is excluded from gross income for federal
108 income tax purposes.
109 The County anticipates that the Bonds will qualify for the two year expenditure
110 exemption from the rebate requirements of the Code. The County Clerk or other officer of the
111 County charged with the responsibility of issuing the Bonds, shall provide an appropriate
112 certificate of the County as of the Closing, for inclusion in the transcript of proceedings, with
113 respect to said exemption from the rebate requirements, and said County Clerk or other officer is
114 hereby authorized to make any election on behalf of the County in order to comply with the
115 rebate requirements of the Code. If, for any reason, the County did not qualify for any
116 exemption from the rebate requirements of the Code, the County covenants that it would take all
117 necessary steps to comply with such requirements.
118 The County hereby designates the Bonds to be "qualified tax-exempt obligations"
119 pursuant to the provisions of Section 265(b)(3) of the Code and in support of such designation,
120 the County Clerk or other officer of the County charged with the responsibility for issuing the
121 Bonds, shall provide an appropriate certificate of the County, all as of the Closing.
122 Section 11. Persons Treated as Owners, Transfer of Bonds. The fiscal agent appointed
123 in Section 15 hereof shall keep books for the registration and for the transfer of the Bonds. The
124 person in whose name any Bond shall be registered shall be deemed and regarded as the absolute
125 owner thereof for all purposes and payment of either principal or interest on any Bond shall be
126 made only to the registered owner thereof. All such payments shall be valid and effectual to
127 satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
128 Any Bond may be transferred by the registered owner thereof by surrender of the Bond at
129 the office of said fiscal agent, duly endorsed for the transfer or accompanied by an assignment
130 duly executed by the registered owner or his attorney duly authorized in writing. Upon such
131 transfer, said fiscal agent shall deliver in the name of the transferee or transferees a new Bond or
132 Bonds of a like aggregate principal amount, series and maturity and said fiscal agent shall record
133 the name of each transferee in the registration book. No registration shall be made to bearer.
134 Said fiscal agent shall cancel any Bond surrendered for transfer.
135 The County shall cooperate in any such transfer, and the County Board Chairperson and
136 County Clerk are authorized to execute any new Bond or Bonds necessary to effect any such
137 transfer.
138 The fifteenth day of each calendar month next preceding each interest payment date shall
139 be the record date for the Bonds. Payment of interest on the Bonds on any interest payment date
140 shall be made to the registered owners of the Bonds as they appear on the registration book of the
141 County maintained by said fiscal agent at the close of business on the corresponding record date.
142 Section 12. Utilization of The Depository Trust Company Book-Entry-Only-System.
143 In order to make the Bonds eligible for the services provided by The Depository Trust Company,
144 New York, New York("DTC"), the County has heretofore agreed to the applicable provisions
145 set forth in the DTC Blanket Issuer Letter of Representation and an official of the County has
146 executed such Letter of Representation and delivered it to the DTC on behalf of the County.
147 Section 13. Official Statement. The County Board hereby approves the Preliminary
148 Official Statement with respect to the Bonds and deems the Preliminary Official Statement as
149 "final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the Securities and
150 Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the "Rule"). All
151 actions taken by officers of the County in connection with the preparation of such Preliminary
152 Official Statement and any addenda to it or Final Official Statement are hereby ratified and
153 approved. In connection with Closing, the appropriate County official shall certify the
154 Preliminary Official Statement and any addenda or Final Official Statement. The appropriate
155 County official shall cause copies of the Preliminary Official Statement and any addenda or Final
156 Official Statement to be distributed to the Purchaser.
157 Section 14. Execution of the Bonds. The Bonds shall be issued in typewritten form,
158 one Bond for each maturity, executed on behalf of the County by the manual or facsimile
159 signatures of the County Board Chairperson and County Clerk(except that one of the foregoing
160 signatures shall be manual), sealed with its official or corporate seal, if any, and delivered to the
161 Purchaser upon payment to the County of the purchase price thereof,plus accrued interest to the
162 date of delivery. In the event that either of the officers whose signatures appear on the Bonds
163 shall cease to be such officers before the delivery of the Bonds, such signatures shall,
164 nevertheless, be valid and sufficient for all purposes to the same extent as if they had remained in
165 office until such delivery. The aforesaid officers are hereby authorized to do all acts and execute
166 and deliver all documents as may be necessary and convenient to effectuate the Closing.
167 Section 15. Payment of the Bonds. The principal of and interest on the Bonds shall be
168 paid by U.S. Bank National Association, St. Paul, Minnesota, which is hereby appointed as the
169 County's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin
170 Statutes (the"Fiscal Agent"). The Fiscal Agency Agreement between the County and the Fiscal
171 Agent shall be substantially in the form attached hereto as Exhibit F and incorporated herein by
172 this reference.
173 Section 16. Continuing Disclosure. The County hereby covenants and agrees that it
174 will comply with and carry out all of the provisions of its Continuing Disclosure Certificate,
175 which the County will execute and deliver on the Closing Date. Any Bondholder may take such
176 actions as may be necessary and appropriate, including seeking mandate or specific performance
177 by court order, to cause the County to comply with its obligations under this Section.
178 Section 17. Conflicting Resolutions, Severability; Effective Date. All prior
179 resolutions, rules or other actions of the County or any parts thereof in conflict with the
180 provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so
181 conflict. In the event that any one or more provisions hereof shall for any reason be held to be
182 illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The
183 foregoing shall take effect immediately upon adoption and approval in the manner provided by
184 law
Legal—Fiscal—Administrative Approvals:
Legal Note: None
Fiscal Impact: The County is directly impacted by the issuance of$10,000,000 in general obligation
debt. Further,the Health Center Project will require an additional $10,000,000 of
general obligation debt to complete construction and remodeling. Over the term of
the bonds, from 2015 through 2035,the County will pay an additional estimated
$3,350,000 in interest on these proposed bonds and estimated $3,870,000 on the
second bond issue. Net revenues of the Health Center Project will contribute an
estimated $8,100,000 towards payment of the debt and interest. From 2016 to
2035,the debt repayments will affect the County's Property Tax Mill Rate.
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08/04/15 Administration Committee APPROVED
........ ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... .........
RESULT: APPROVED [UNANIMOUS]
MOVER: Jill Ann Berke, Supervisor
SECONDER: Ron Kiesler, Vice Chair
AYES: Schachtner, Sjoberg, Berke, Kiesler, Achterhof
Vote Confirmation.
St. Croix County Board of Supervisors Action:
Roll Call -Vote Requirement— Majority of Supervisors Present
........ ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... .........
RESULT: ADOPTED [17 TO 1]
MOVER: Travis Schachtner, Supervisor
SECONDER: Howard Novotny, Supervisor
AYES: Schachtner, Ring, Novotny, Sjoberg, Koch, Nelson, Berke, Ostness, Larson,
Hansen, Kiesler, Brinkman, Peterson, Anderson, Achterhof, Leibfried, Peavey
NAYS: Chris Kilber
ABSENT: Christopher Babbitt
This Resolution was Adopted by the St. Croix County Board of Supervisors on August 4, 2015
Cindy Campbell, County Clerk
EXHIBIT B
(Form of Bond)
UNITED STATES OF AMERICA
REGISTERED STATE OF WISCONSIN
NO. R- ST. CROIX COUNTY
GENERAL OBLIGATION HEALTH CENTER BOND, SERIES 2015A
MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST CUSIP:
RATE:
APRIL 1, 20 SEPTEMBER 1, 2015 % 789228
DEPOSITORY OR ITS NOMINEE NAME: CEDE& CO.
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
Depository or its Nominee Name (the "Depository")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 semi-annually on April 1 and
October 1 of each year commencing April 1, 2016 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 U.S. Bank National Association, 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"). The principal of this Bond shall be payable only upon presentation and
surrender of the Bond at the office of the Bond Registrar. Interest payable on any interest
payment date shall be paid by wire transfer to the Depository in whose name this Bond is
registered on the Bond Register maintained by the Bond Registrar at the close of business on the
15th day of the calendar month next preceding the semi-annual interest payment date(the
"Record Date").
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$10,000,000,
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 costs of constructing and equipping a new skilled nursing,
community based residential and dementia crisis facility, all as authorized by resolutions of the
County Board duly adopted by said governing body at meetings held on May 5 and August 4,
2015. 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 April 1, 2026 and thereafter are
subject to redemption prior to maturity on April 1, 2025 or on any date thereafter. Said Bonds
are redeemable as a whole or in part, from maturities selected by the County and within each
maturity by lot(as selected by the Depository), at the principal amount thereof,plus accrued
interest to the date of redemption.
In the event the Bonds are redeemed prior to maturity, as long as the Bonds are in
book-entry-only form, official notice of the redemption will be given by mailing a notice by
registered or certified mail, or overnight express delivery, to the Depository not less than thirty
(30) days nor more than sixty (60) days prior to the redemption date. If less than all the Bonds of
a maturity are to be called for redemption, the Bonds of such maturity to be redeemed will be
selected by lot. Such notice will include but not be limited to the following: the designation,
date and maturities of the Bonds called for redemption, CUSIP numbers, and the date of
redemption. Any notice mailed as provided herein shall be conclusively presumed to have been
duly given,whether or not the Depository 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 Depository at that time.
Upon such deposit of funds for redemption the Bonds shall no longer be deemed to be
outstanding.
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. It is hereby further certified that the County has designated this Bond to be
a"qualified tax-exempt obligation"pursuant to the provisions of Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended.
This Bond is transferable only upon the books of the County kept for that purpose at the
office of the Bond Registrar. In the event that the Depository does not continue to act as
depository for the Bonds, and the County Board appoints another depository, new fully
registered Bonds in the same aggregate principal amount shall be issued to the new depository
upon surrender of the Bonds to the Bond Registrar, in exchange therefor and upon the payment
of a charge sufficient to reimburse the County for any tax, fee or other governmental charge
required to be paid with respect to such registration. The Bond Registrar shall not be obliged to
make any transfer of the Bonds (i) after the Record Date, (ii) during the fifteen (15) calendar
days preceding the date of any publication of notice of any proposed redemption of the Bonds, or
(iii) with respect to any particular Bond, after such Bond has been called for redemption. The
County and the Bond Registrar may treat and consider the Depository in whose name this Bond
is registered as the absolute owner hereof for the purpose of receiving payment of, or on account
of, the principal or redemption price hereof and interest due hereon and for all other purposes
whatsoever.
2
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 signatures of its duly qualified
County Board Chairperson and County Clerk; and to be sealed with its official or corporate seal,
if any, all as of the day of September, 2015.
ST. CROIX COUNTY, WISCONSIN
By:
Roger Larson, County Board Chairperson
(SEAL)
By:
Cindy Campbell, County Clerk
3
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 (Depository or its Nominee
or Securities Firm) Name)
(Authorized Officer) NOTICE: The above-named
Depository or its Nominee Name must
correspond with the name as it appears upon
the face of the within Bond in every
particular, without alteration or enlargement
or any change whatever.
4
EXHIBIT F
FISCAL AGENCY AGREEMENT
THIS AGREEMENT is made and entered into the day of September, 2015, by and
between St. Croix County, Wisconsin (the "Issuer"), and U.S. Bank National Association, a
national banking association with trust powers located in St. Paul, Minnesota(the "Agent").
WITNESSETH:
WHEREAS, the Issuer has authorized the borrowing of the sum of TEN MILLION
DOLLARS ($10,000,000)pursuant to Section 67.04, Wisconsin Statutes, and resolutions
adopted by the Issuer's governing body on May 5 and August 4, 2015 and has authorized the
issuance and sale of$10,000,000 principal amount of general obligation health center bonds to
evidence such indebtedness (the"Obligations"). The Obligations shall be designated "General
Obligation Health Center Bonds, Series 2015A"; shall be dated September 1, 2015; shall bear
interest at the rates; and shall mature on the dates and in the years and principal amounts as set
forth on Exhibit A attached hereto and incorporated herein by this reference. Interest shall be
payable semi-annually on April 1 and October 1 of each year commencing on April 1, 2016 until
the principal of the Obligations is paid in full or discharged;
WHEREAS, the Issuer 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
regulations; and,
WHEREAS,pursuant to the aforesaid resolution or resolutions and Section 67.10(2),
Wisconsin Statutes, the governing body of the Issuer has authorized the appointment of the
Agent as Fiscal Agent of the Issuer for the purpose of performing any or all of the following
functions with respect to the Obligations: 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 responsibilities
all in accordance with the provisions of Section 67.10(2), Wisconsin Statutes.
NOW, THEREFORE, the Issuer and the Agent do hereby agree as follows:
L APPOINTMENT
The Agent is hereby appointed Fiscal Agent of the Issuer 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 Issuer.
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 Issuer 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
principal payment dates and amounts are set forth in Exhibit A, 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 Issuer 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 Issuer. 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 Issuer 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.
2
VIII. REDEMPTION NOTICE
In the event the Issuer exercises its option, if any, to redeem any of the Obligations, the
Issuer 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 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
securities depositories and to a national information service that disseminates notices of
redemption of such 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. UTILIZATION OF THE DEPOSITORY TRUST COMPANY
The Depository Trust Company's Book-Entry-Only system is to be utilized for the
obligations. The Fiscal Agent agrees to comply with the provisions of the attached Blanket
Issuer Letter of Representation, which has been executed and delivered to The Depository Trust
Company by the Issuer.
X. TRANSFER AND EXCHANGE OF OBLIGATIONS
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 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.
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.
XI. STATEMENTS
The Fiscal Agent shall furnish the Issuer with an accounting of payments received and
made and funds on hand annually.
XII. FEES
The Issuer 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 and incorporated herein by
3
this reference until the final principal payment(or redemption date in the event the Issuer
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 Issuer by the Fiscal Agent. In the event
the Issuer 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 Issuer 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 Issuer. Upon receiving such notice of
resignation, the Issuer 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 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 Issuer 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 Issuer, 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 Issuer 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 Issuer.
(c) Indemnification. The Issuer agrees to hold the Agent harmless and to indemnify
the Agent against any loss, liability, expenses (including attorney's fees and expenses), claims,
or demand arising out of or in connection with the performance of its obligations in accordance
with the provisions of this Agreement, except for negligence or willful misconduct of the Agent.
The foregoing indemnities in this paragraph shall survive the resignation of the Agent or the
termination of this Agreement.
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(d) 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
discharge of the Issuer'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 Issuer after deduction of any unpaid fees and disbursements of Fiscal Agent. Termination of
this Agreement shall not, of itself, have any effect on Issuer's obligation to pay the outstanding
Obligations in full in accordance with the terms thereof.
(e) Execution. This Agreement shall be executed on behalf of the Issuer and the
Agent by their duly authorized officers. This Agreement may be executed in several
counterparts, 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.
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SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT
ST. CROIX COUNTY, WISCONSIN
By:
Roger Larson,
County Board Chairperson
(SEAL)
And:
Cindy Campbell,
County Clerk
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SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT
U.S. BANK NATIONAL ASSOCIATION
ST. PAUL, MINNESOTA
(SEAL) By:
And:
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