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HomeMy WebLinkAboutResolution 2008 (30) RESOLUTION NO. )C.7.eag) RESOLUTION AUTHORIZING THE BORROWING OF NOT TO EXCEED $3,180,000 AND PROVIDING FOR THE ISSUANCE AND SALE OF GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2008 WHEREAS, it is necessary that funds be raised by St. Croix County, Wisconsin (the "County ") for the purpose of paying the cost of building improvements, equipment acquisition and related expenses including Government Center HVAC system improvements and roof replacement and emergency communications base radio replacement (the "Project ") and there are insufficient funds on hand to pay said costs; WHEREAS, the County hereby finds and determines that the Project 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 paying the cost of the Project, there shall be borrowed pursuant to Section 67.12(12) of the Wisconsin Statutes, the principal sum of not to exceed THREE MILLION ONE HUNDRED EIGHTY THOUSAND DOLLARS ($3,180,000) from a purchaser to be determined by public sale and approved by subsequent resolution of this County Board (the "Purchaser "). Section 2. Sale of the Notes. The County shall offer the $3,180,000 General Obligation Promissory Notes, Series 2008 (the "Notes ") for public sale on October 20, 2008. 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 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. Award of the Notes. Following receipt of bids for the Notes, the County Board shall consider taking further action with respect to the details of the Notes; to award the Notes to the lowest responsible bidder therefor whose proposal results in the lowest true interest cost to the County; and to levy a direct annual irrepealable tax sufficient to meet principal and interest on the Notes as the same becomes due as required by law. 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 c , . 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 August 19, 2008. NEGATIVE AFFIRMATIVE /f / ' sti .Lo 404( inn I Duly adopted on August 19, 2008. & Cindy Campbell, County Clerk 3129299_1 2 $3,180,000 St. Croix County, Wisconsin General Obligation Promissory Notes Series 2008A - Option 2 Sources & Uses Dated 11/01/20081 Delivered 11/01/2008 Sources Of Funds Par Amount of Bonds $3,180,000.00 Total Sources $3,180,000.00 Uses Of Funds Government Center HVAC System 1,740,000.00 Government Center Roof 1,100,000.00 Emergency Communication Radio 284,000.00 Total Underwriter's Discount (0.850 %) 27,030.00 Costs of Issuance 24,750.00 Rounding 4,220.00 Total Uses $3,180,000.00 2008 GO From Notes 6X3 / SINGLE PURPOSE / 8/18/2008 / 11:57 AM Springsted 1 $3,180,000 St. Croix County, Wisconsin General Obligation Promissory Notes Series 2008A - Option 2 NET DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P +I Existing D/S Net New D/S Fiscal Total 11/01/2008 - - - - - 04/01/2009 - - 41,719.79 41,719.79 - 41,719.79 10/01/2009 - - 50,063.75 50,063.75 2,751,006.99 2,801,070.74 2,842,790.53 04/01/2010 295,000.00 2.300% 50,063.75 345,063.75 - 345,063.75 10/01/2010 - - 46,671.25 46,671.25 1,505,406.97 1,552,078.22 1,897,141.97 04/01/2011 440,000.00 2.650% 46,671.25 486,671.25 - 486,671.25 10/01/2011 - - 40,841.25 40,841.25 1,339,226.65 1,380,067.90 1,866,739.15 04/01/2012 455,000.00 3.000% 40,841.25 495,841.25 - 495,841.25 10/01/2012 - - 34,016.25 34,016.25 947,675.77 981,692.02 1,477,533.27 04/01/2013 475,000.00 3.200% 34,016.25 509,016.25 - 509,016.25 10/01/2013 - - 26,416.25 26,416.25 884,400.00 910,816.25 1,419,832.50 04/01/2014 485,000.00 3.350% 26,416.25 511,416.25 - 511,416.25 10/01/2014 - - 18,292.50 18,292.50 - 18,292.50 529,708.75 04/01/2015 505,000.00 3.450% 18,292.50 523,292.50 - 523,292.50 10/01/2015 - - 9,581.25 9,581.25 - 9,581.25 532,873.75 04/01/2016 525,000.00 3.650% 9,581.25 534,581.25 - 534,581.25 10/01/2016 - - - - - - 534,581.25 Total $3,180,000.00 - $493,484.79 $3,673,484.79 $7,427,716.38 $11,101,201.17 - SIGNIFICANT DATES Dated Date 11/01/2008 Delivery Date 11/01/2008 First Coupon Date 4/01/2009 Yield Statistics Bond Year Dollars $14,895.00 Average Life 4.684 Years Average Coupon 3.3130902% Net Interest Cost (MC) 3.4945605% True Interest Cost (TIC) 3.5051890% Bond Yield for Arbitrage Purposes 3.3047509% All Inclusive Cost (AIC) 3.6907352% IRS Form 8038 Net Interest Cost 3.3130902% Weighted Average Maturity 4.684 Years 2008 GO Prom Notes EXS / S1NCL E PURPOSE / 8/18/2008 / 11.41 AM Springsted • Springsted Incorporated 380 Jackson Street, Suite 300 Chatfield, MN 55101 -2887 August 13, 2008 Tel: 651-223-3000 Fax: 651 -223 -3002 www.springsted.com Ms. Michelle Pietrick Finance Director St. Croix County Government Center 1101 Carmichael Road Hudson, WI 54016 Re: Recommendations for the Issuance of $3,000,000 General Obligation Promissory Notes, Series 2008A Dear Ms. Pietrick: We have enclosed an electronic copy of our recommendations for the above - captioned issue for distribution to County staff as you deem appropriate. Note — These recommendations are based on a $3,000,000 issue size as was presented to the County's Finance Committee on August 7, 2008. We understand that the Board of Supervisors may consider amending the project costs; therefore the par amount of the Notes may change based on any amendments. If any changes are made, we will revise the recommendations accordingly. Included under separate cover are contract amendments for services relating to arbitrage compliance and continuing disclosure to include this issue. Please sign and return the forms so that Springsted will be authorized to complete calculations and reporting as may be required related to this issue. If you should have any questions pertaining to the enclosed documents, or if you require additional copies, please do not hesitate to contact us. Sincerely, e,Cmcdtiare Ufa Christine M. Hogan Project Manager smc Enclosures Recommendations For St. Croix County, Wisconsin $3,000,000 General Obligation Promissory Notes, Series 2008A Presented to: Mr. Roger Rebholz, Chairman Members, County Board of Supervisors Mr. Charles S. Whiting, Administrative Coordinator Ms. Michelle Pietrick, Finance Director St. Croix County St. Croix County Government Center 1101 Carmichael Road Hudson, WI 54016 Study No.: 000724101 SPRINGSTED Incorporated August 13, 2008 la Springsted RECOMMENDATIONS Re: Recommendations for the Issuance of $3,000,000 General Obligation Promissory Notes, Series 2008A (the "Notes" or the "Issue ") We respectfully request your consideration of our recommendations for the above -named Issue. Note proceeds will be used to finance various improvements to the County's Govemment Center. We recommend the following for the Notes: 1. Action Requested To establish the date and time of receiving bids and establish the terms and conditions of the offering. 2. Sale Date and Time Monday, October 20, 2008 at 1:00 P.M., with consideration for award by the County Board of Supervisors at 9:00 A.M. on Tuesday, October 21, 2008. 3. Method of Sale The Notes will be sold using a competitive bidding process. In the interest of obtaining as many bids as possible, we have included a provision in the attached Official Terms of Offering for underwriters to submit their bid electronically through the electronic bidding platform of PARITY ®. In addition, physical bids (by phone or fax) will be accepted at the offices of Springsted. 4. Authority for the Issue The Notes are being issued pursuant to Wisconsin Statutes, Chapter 67. 5. Repayment Terms The Notes will mature annually April 1, 2010 through April 1, 2016. Interest on the Notes will be payable semi - annually each April 1 and October 1, commencing on April 1, 2009. 6. Security, Source of Payment, and Payment Cycle (a) Security The Notes will be general obligations of the County, secured by its full faith and credit and taxing power. (b) Source of Payment The Notes will be repaid with ad valorem property taxes. The County will make their first levy for the Notes in 2008 for collection in 2009. Each year's collection of taxes will be used to make the April 1 principal and interest payment and the October 1 interest payment due in the collection year. 1 7. Prepayment Provisions Due to the short term of the Notes, they will not be callable prior to their stated maturity dates. 8. Credit Rating Comments An application will be made to Moody's Investors Service for a rating on the Notes. The County's general obligation debt is currently rated "Aa3 ". 9. Term Bonds We have included a provision that permits the underwriters to combine multiple maturity years into a term bond, subject to mandatory redemption on the same maturity schedule provided in the Official Terms of Offering. The advantage to the underwriter is that it provides large blocks of bonds, which are more attractive to bond funds, and certain pension funds. This in turn is a benefit to the County since selling larger blocks of bonds reduces the risk to the underwriter, allowing them to lower their costs and the interest coupons. Since the Notes are being offered on a competitive bid basis and awarded on the lowest true interest cost, the County will award the Notes to the best bid regardless of whether term bonds are chosen or not. 10. Federal Treasury Regulations Concerning Tax - Exempt Obligations (a) Bank Qualification Under Federal Tax Law, financial institutions cannot deduct from income for federal income tax purposes, expense that is allocable to carrying and acquiring tax - exempt obligations. There is an exemption to this for "bank qualified" obligations, which can be so designated if the issuer does not issue more than $10 million of tax - exempt obligations in a calendar year. Issues that are bank qualified generally receive slightly lower interest rates than issues that are not bank qualified. Since the County anticipates borrowing less than $10 million in 2008, the Notes are designated as bank qualified. (b) Arbitrage Compliance All tax - exempt issues are subject to the federal arbitrage and rebate requirements, which require all excess earnings created by the financing to be rebated to the U.S. Treasury. The requirements generally cover two categories: note proceeds and debt service funds. There are exemptions from rebate in both of these categories. Page 2 (1) Rebate There is a small issuer exemption for municipalities that issue $5 million or less of tax- exempt obligations in a calendar year. Since the County does not expect to issue more than $5 million in tax - exempt obligations in 2008, the County will qualify as a small issuer and be exempt from rebate. The small issuer exemption does not exempt the County from compliance with the yield restriction requirements as described below. (ii) Yield Restriction The County must maintain a bona fide debt service fund for the Notes, or be subject to yield restriction. Yield restriction requires restricting the investment return in the debt service fund to the yield on the Notes. A bona fide debt service fund is a fund for which there is an equal matching of revenue to debt service expense, with the fund spent down each year to a carry over permitted equal to the greater of the investment earnings in the fund during the prior year or 1/12 the debt service of the prior year. Springsted currently provides arbitrage compliance services to the County under a separate contract. A contract amendment adding this Issue has been forwarded to County Staff. (c) Economic Life The average life of the Notes cannot exceed 120% of • the economic life of the projects to be financed. Proceeds of the Notes will be used to finance the acquisition of equipment and for various capital improvement projects that have an economic life ranging from 3 to 20 years. The average life of the Notes is 4.662 years. Therefore, the Notes are within the economic fife requirements. (d) Federal Reimbursement Regulations Federal reimbursement regulations require the County to make a declaration, within 60 days of the actual payment, of its intent to reimburse itself from expenses paid prior to the receipt of Notes proceeds. It is our understanding the County has taken whatever actions are necessary to comply with the federal reimbursement regulations in regards to the Notes. 11. Continuing Disclosure The Notes are subject to continuing disclosure requirements set forth by the Securities and Exchange Commission. The SEC rules require the underwriter of Page 3 the Notes to provide an annual update of certain Official Statement information and report any material events to bond holders. The purchaser therefore requires the County to commit to providing such information under a continuing disclosure agreement or "undertaking ". If the County does not enter into such an agreement prior to the offering of the debt, underwriters will not offer a bid to purchase the Notes. Springsted currently provides continuing disclosure services to the County under a separate contract. A contract amendment adding this Issue has been forwarded to County Staff. 12. Attachments • Sources and Uses of Funds • Debt Service Schedules • Official Terms of Offering DISCUSSION The proceeds of the Notes will be used to finance improvements to the County's Government Center including improvements to the HVAC system and the roof. A detailed sources and uses of funds for the Notes is shown on page 6. Page 6 shows the projected project amounts, costs of issuance and underwriter's discount. Note — These recommendations are based on a $3,000,000 issue size as was presented to the County's Finance Committee on August 7, 2008. We understand that the Board of Supervisors may consider amending the project costs; therefore the par amount of the Notes may change based on any amendments. If any changes are made, we will revise the recommendations accordingly. The Notes will be repaid from ad valorem tax levies. The County will make their first levy for the Notes in 2008 for collection in 2009. Each year's collection of taxes will be used to make the principal and interest payment due April 1 and the interest payment due on October 1 in the collection year. Per direction from County staff, the Notes have been structured around the County's existing debt service. The County wanted to minimize any additional debt service in 2009; therefore, the Notes will have interest only payments in 2009 with principal due beginning in 2010 for a term of 7 years. The amortization schedule on page 7 provides a gradual overall decrease in the County's total levy requirement until which time the existing debt service drops off in 2013. This structuring will provide the County with its desired flexibility for possible future debt issues to fund additional projects. Page 4 We appreciate the opportunity to be of service again to St. Croix County. Respectfully submitted, " ' SPRINGSTED Incorporated CMH smc Page 5 $3,000,000 St. Croix County, Wisconsin General Obligation Promissory Notes Series 2008A Sources & Uses Dated 11/01/2008 1 Delivered 11/01/2008 Sources Of Funds Par Amount of Bonds $3,000,000.00 Total Sources $3,000,000.00 Uses Of Funds Govemment Center HVAC System 1,672,500.00 Govemment Center Roof 990,000.00 Contingency 287,250.00 Total Underwriter's Discount (0.850 %) 25,500.00 Costs of Issuance 24,750.00 Total Uses $3,000,000.00 2008 GO frwn Notes E? / SVGLE PLW OSE / 8/ 3/2008 / 1214 PM t y '� Springsted Page 6 e $3,000,000 St. Croix County, Wisconsin General Obligation Promissory Notes Series 2008A NET DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P +I Existing D/S Net New D/S Fiscal Total 11/01/2008 - - - - - - - 04/01/2009 - - 39,286.46 39,286.46 - 39,286.46 - 10/01/2009 - - 47,143.75 47,143.75 2,751,006.99 2,798,150.74 2,837,437.20 04/01/2010 295,000.00 2.300% 47,143.75 342,143.75 - 342,143.75 - 10/01/2010 - - 43,751.25 43,751.25 1,505,406.97 1,549,158.22 1,891,301.97 04/01/2011 415,000.00 2.650% 43,751.25 458,751.25 - 458,751.25 - 10/01/2011 - - 38,252.50 38,252.50 1,339,226.65 1,377,479.15 1,836,230.40 04/01/2012 425,000.00 3.000% 38,252.50 463,252.50 - 463,252.50 - 10/01/2012 - - 31,877.50 31,877.50 947,675.77 979,553.27 1,442,805.77 04/01/2013 445,000.00 3.200% 31,877.50 476,877.50 - 476,877.50 - 10/01/2013 - - 24,757.50 24,757.50 884,400.00 909,157.50 1,386,035.00 04/01/2014 455,000.00 3.350% 24,757.50 479,757.50 - 479,757.50 - 10/01/2014 - - 17,136.25 17,136.25 - 17,136.25 496,893.75 04/01/2015 475,000.00 3.450% 17,136.25 492,136.25 - 492,136.25 - 10/01/2015 - - 8,942.50 8,942.50 - 8,942.50 501,078.75 04/01/2016 490,000.00 3.650% 8,942.50 498,942.50 - 498,942.50 - 10/01/2016 - - - - - - 498,942.50 Total $3,000,000.00 - $463,008.96 $3,463,008.96 $7,427,716.38 $10,890,725.34 - SIGNIFICANT DATES Dated Date 11/01/2008 Delivery Date 11/01/2008 First Coupon Date 4/01/2009 Yield Statistics Bond Year Dollars $13,985.00 Average Life 4.662 Years Average Coupon 3.3107541% Net Interest Cost (NIC) 3.4930923% True Interest Cost (TIC) 3.5036583% Bond Yield for Arbitrage Purposes 3.3023104% All Inclusive Cost (AIC) 3.7012988% IRS Form 8038 Net Interest Cost 3.3107541% Weighted Average Maturity 4.662 Years 2008 CO from Notes 612 / SINGLE PURPOSE / 8/ 5/2008 / !2. PM Springsted Page 7 OFFICIAL TERMS OF OFFERING $3,000,000 ST. CROIX COUNTY, WISCONSIN GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2008A (BOOK ENTRY ONLY) Bids for the Notes will be received on Monday, October 20, 2008, until 1:00 P.M., Central Time, at the offices of Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Notes will be by the County Board of Supervisors at 9:00 A.M., Central Time, on Tuesday, October 21, 2008. 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 damages 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 ® , 1359 Broadway, 2nd Floor, New York, New York 10018 Customer Support: (212) 849 -5000 Page 8 DETAILS OF THE NOTES The Notes will be dated November 1, 2008, as the date of original issue, and will bear interest payable on April 1 and October 1 of each year, commencing April 1, 2009. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Notes will mature April 1 in the years and amounts as follows: 2010 $295,000 2013 $445,000 2015 $475,000 2011 $415,000 2014 $455,000 2016 $490,000 2012 $425,000 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 at a price of par plus accrued interest to the date of redemption and must conform to the maturity schedule set forth above. In order to designate term bonds, the bid must specify "Years of Term Maturities" in the spaces provided on the Bid 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, which 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 Notes will not be subject to payment in advance of their respective stated maturity dates. SECURITY AND PURPOSE 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 finance improvements to the County's Government Center. TYPE OF BID Bids shall be for not Tess than $2,974,500 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 $30,000, 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 Page 9 e 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, will be deposited by the County and no interest will accrue to the purchaser. 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. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. 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 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. Page 10 • • 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, 380 Jackson Street, Suite 300, 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 120 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 August 19, 2008 BY ORDER OF THE COUNTY BOARD OF SUPERVISORS /s/ Roger Rebholz Chairman Page 11