HomeMy WebLinkAboutResolution 2008 (33) RESOLUTION NO. 3 3C2c
RESOLUTION AUTHORIZING THE ISSUANCE AND AWARDING THE SALE OF
$3,180,000 GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2008A;
PROVIDING THE FORM OF THE NOTES;
AND LEVYING A TAX IN CONNECTION THEREWITH
WHEREAS, on August 19, 2008, the County Board of St. Croix County, Wisconsin (the
"County ") adopted a resolution (the "Authorizing Resolution ") authorizing the issuance and sale
of general obligation promissory notes in an amount not to exceed $3,180,000 (the "Notes ") 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 ");
WHEREAS, pursuant to the Authorizing Resolution, the County Clerk (in consultation
with the County's financial advisor, Springsted Incorporated) caused a Notice of Sale to be
distributed offering the Notes for public sale on October 20, 2008;
WHEREAS, sealed bid proposals were received as summarized on Exhibit C attached
hereto; and
WHEREAS, it has been determined that the bid proposal submitted by Robert W. Baird
& Co., Milwaukee, Wisconsin, 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. Authorization and Award 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 THREE MILLION ONE HUNDRED EIGHTY THOUSAND DOLLARS
($3,180,000). The bid proposal of Robert W. Baird & Co., Milwaukee, Wisconsin, (the
"Purchaser ") is hereby accepted, said proposal offering to purchase the $3,180,000 St. Croix
County General Obligation Notes (the "Notes ") for the sum of THREE MILLION TWO
HUNDRED TWENTY -FOUR THOUSAND EIGHT HUNDRED TWENTY -TWO DOLLARS
AND TWENTY -FIVE CENTS ($3,224,822.25), plus accrued interest to the date of delivery,
resulting in a net interest cost of SIX HUNDRED FIVE THOUSAND SIX HUNDRED
THIRTY -ONE DOLLARS AND FORTY CENTS ($605,631.40) and a true interest rate of
4.0244 %. The Notes bear interest as follows:
Year of Maturity Principal Amount Interest Rate
2010 $295,000 4.000%
2011 440,000 4.000
2012 455,000 4.250
2013 475,000 4.250
2014 485,000 4.375
2015 505,000 4.500
Year of Maturity Principal Amount Interest Rate
2016 525,000 4.500
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
Notes to any participating underwriter in compliance with Rule 15c2 -12 of the Securities and
Exchange Commission.
Section 3. Terms of the Notes. The Notes shall be designated "General Obligation
Promissory Notes, Series 2008A "; shall be dated November 1, 2008; shall be in the
denomination of $5,000 or any integral multiple thereof; and shall mature serially on April 1 of
each year, in the years and principal amounts as set forth above. Interest is payable commencing
on April 1, 2009 and semi- annually thereafter on October 1 and April 1 of each year.
Section 4. Redemption Provisions. The Notes shall be non - callable.
Section 5. Form of the Notes. The Notes 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 Notes 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 of the taxable property of the County in the years and amounts
as follows:
Levy Year Amount Levy Year Amount
2008 $125,119.28 2012 $552,662.51
2009 425,593.76 2013 541,959.38
2010 555,893.76 2014 539,987.50
2011 552,425.01 2015 536,812.50
The aforesaid 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 Notes remains
unpaid, the tax herein above 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 herein.
Section 7. Debt Service Fund Account. There is hereby established in the County
treasury a fund account separate and distinct from every other County fund or account designated
"Debt Service Fund Account for St. Croix County General Obligation Promissory Notes, Series
2008A, dated November 1, 2008 ". There shall be deposited in said fund account any premium
plus accrued interest paid on the Notes 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 Notes when the same shall become due and to retire the Notes at their respective maturity
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dates. Said fund account shall be used for the sole purpose of paying the principal of and interest
on the Notes and shall be maintained for such purpose until such indebtedness is fully paid or
otherwise extinguished.
Section 8. Borrowed Money Fund. The proceeds of the Notes (the "Note Proceeds ")
(other than any premium and accrued interest paid at the time of delivery which must be paid
into the Debt Service Fund Account created above) shall be deposited into an account separate
• and distinct from all other funds and disbursed solely for the purposes for which borrowed or for
the payment of the principal of and interest on the Notes.
Section 9. Arbitrage Covenant. The County shall not take any action with respect to the
Note Proceeds which, if such action had been reasonably expected to have been taken, or had
been deliberately and intentionally taken on the date of the delivery of and payment for the Notes
(the "Closing "), would cause the Notes to be "arbitrage bonds" within the meaning of Section
148 of the Internal Revenue Code of 1986, as amended (the "Code ") and any income tax
regulations promulgated thereunder (the "Regulations").
The Note Proceeds may be temporarily invested in legal investments until needed,
provided however, that the County hereby covenants and agrees that so long as the Notes remain
outstanding, moneys on deposit in any fund or account created or maintained in connection with
the Notes, whether such moneys were derived from the Note Proceeds or from any other source,
will not be used or invested in a manner which would cause the Notes to be "arbitrage bonds"
within the meaning of the Code or Regulations.
The County Clerk, or other officer of the County charged with responsibility for issuing
the Notes, 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 Note Proceeds and the facts and estimates on which such expectations are based, all as
of the Closing.
Section 10. Additional Tax Covenants; Exemption from Rebate; Qualified Tax- Exempt
Obligation Status. 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 Notes) to assure that the Notes 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 Notes, 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 Notes will continue to be obligations described in
Section 103(a) of the Code, the interest on which is excluded from gross income for federal
income tax purposes.
In accordance with Section 148(f)(4)(D) of the Code, the County covenants that it is a
governmental unit with general taxing powers; that the Notes are not "private activity bonds" as
defined in Section 141 of the Code; that ninety -five percent (95 %) or more of the net proceeds of
the Notes are to be used for local governmental activities of the County; and that the aggregate
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face amount of all tax - exempt obligations (other than "private activity bonds ") issued by the
County, including all subordinate entities of the County, during calendar year 2008 will not
exceed $5,000,000.
The County hereby designates the Notes to be "qualified tax- exempt obligations"
pursuant to the provisions of Section 265(b)(3) of the Code and in support of such designation,
the County Clerk or other officer of the County charged with the responsibility for issuing the
Notes, shall provide an appropriate certificate of the County as of the date of delivery and
payment for the Notes.
Section 11. Persons Treated as Owners; Transfer of Notes. The fiscal agent appointed in
Section 14 hereof shall keep books for the registration and for the transfer of the Notes. The
person in whose name any Note shall be registered shall be deemed and regarded as the absolute
owner thereof for all purposes and payment of either principal or interest on any Note shall be
made only to the registered owner thereof. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid.
Any Note may be transferred by the registered owner thereof by surrender of the Note at
the office of said fiscal agent, duly endorsed for the transfer or accompanied by an assignment
duly executed by the registered owner or his attorney duly authorized in writing. Upon such
transfer, said fiscal agent shall deliver in the name of the transferee or transferees a new Note or
Notes of a like aggregate principal amount, series and maturity and said fiscal agent shall record
the name of each transferee in the registration book. No registration shall be made to bearer.
Said fiscal agent shall cancel any Note surrendered for transfer.
The County shall cooperate in any such transfer, and the County Board Chairperson and
County Clerk are authorized to execute any new Note or Notes necessary to effect any such
transfer.
The 15th day of each calendar month next preceding each interest payment date shall be
the record date for the Notes. Payment of interest on the Notes on any interest payment date
shall be made to the registered owners of the Notes as they appear on the registration book of the
County maintained by said fiscal agent at the close of business on the corresponding record date.
Section 12. Utilization of The Depository Trust Company Book -Entry-Only- System. In
order to make the Notes eligible for the services provided by The Depository Trust Company,
New York, New York ( "DTC "), the County has heretofore agreed to the applicable provisions
set forth in the DTC Blanket Issuer Letter of Representation and the County Clerk has executed
such Letter of Representation and delivered it to the DTC on behalf of the County.
Section 13. Execution of the Notes. The Notes shall be issued in typewritten form, one
Note for each maturity, executed on behalf of the County by the manual or facsimile signatures
of the County Board Chairperson and County Clerk (except that one of the foregoing signatures
shall be manual), sealed with its official or corporate seal, 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 the officers whose signatures appear on the Notes shall cease to be
such officers before the delivery of the Notes, 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.
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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 14. Payment of the Notes; Fiscal Agent. The principal of and interest on the
Notes shall be paid in lawful money of the United States by U.S. Bank National Association, St.
Paul, Minnesota, 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 D and incorporated herein by this reference.
Section 15. Continuing Disclosure. The County hereby covenants and agrees that it will
comply with and carry out all of the provisions of its Continuing Disclosure Certificate which the
County will execute and deliver on the Closing Date. Any Noteholder may take such actions as
may be necessary and appropriate, including seeking mandate or specific performance by court
order, to cause the County to comply with its obligations under this Section.
Section 16. Conflicting Resolutions; Severability; Effective Date. All prior resolutions,
rules or other actions of the County or any parts thereof in conflict with the provisions hereof
shall be, and the same are, hereby rescinded insofar as the same may so conflict. In the event
that any one or more provisions hereof shall for any reason be held to be illegal or invalid, such
illegality or invalidity shall not affect any other provisions hereof. The foregoing shall take
effect immediately upon adoption and approval in the manner provided by law.
Offered by: Finance Committee on October 21, 2008.
NEGATIVE �• ' IVE
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Duly adopted on October 21, 2008.
L /r 4 Orl LO
Cindy Campbell,
County Clerk
3211436_2
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PARITY Bid Form Page 1 of 1
I
Robert W. Baird & Co., Inc. • Milwaukee , WI's Bid PARM
St Croix County
$3,180,000 General Obligation Promissory Notes, Series 2008A
For the aggregate principal amount of $3,180,000.00, we will pay you $3,224,82225, plus accrued interest from
the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s):
Maturity Date Amount $ Coupon % Bond Insurance
04/01/2010 295M 4.0000
04/01/2011 440M 4.0000
04/01/2012 455M 4.2500
04/01/2013 475M 4.2500
04/01/2014 485M 4.3750
04/01/2015 505M 4.5000
04/01/2016 525M 4.5000
Total Interest Cost: $650,453.65
Premium: $44,822.25
Net Interest Cost: $605,631.40
TIC: 4.024482
Total insurance Premium: $0.00
Time Last Bid Received On:10/20/2008 12:58:33 CDST
This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of
Sale, and the Preliminary Official Statement, all of which are made a part hereof.
Bidder: Robert W. Baird & Co.. Inc., Milwaukee , WI
Contact: Drew Kanyer
Title: lea 1t..1� 'v rt
Telephone:414- 765 -7331
Fax:
Issuer Name: St Croix County Company Name: "R\-4 4 4,
ako Accepted By: # ' '^ Accepted By:
Date: 16,0- CT( Date: 1D 12a 1 06
t 1981-20021-Deal LLC. Ap rights reserved, Trademarks
https : / /www.newissuehome.i..desl. com/ Parity /asp /main. asp ?frameontent&page= parity... 10/20/2008
EXHIBIT B
(Form of Note)
UNITED STATES OF AMERICA
STATE OF WISCONSIN
ST. CROIX COUNTY
GENERAL OBLIGATION
NO. R -_ PROMISSORY NOTE, SERIES 2008A
MATURITY DATE: ORIGINAL DATE INTEREST RATE: CUSIP
OF ISSUE:
APRIL 1, 20_ NOVEMBER 1, 2008 _ _% 789228_
DEPOSITORY OR ITS NOMINEE NAME: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
($ )
•
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. Interest is payable commencing on
April 1, 2009 and semi - annually thereafter on October 1 and April 1 of each year until the
aforesaid principal amount is paid in full. Both the principal of and interest on this Note are
payable in lawful money of the United States by U.S. Bank National Association, St. Paul,
Minnesota, 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 Note shall be payable only upon presentation and surrender of the Note 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 Note 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 Note 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 Note is one of an issue of Notes aggregating the principal amount of $3,180,000, all
of which are of like tenor, except as to denomination, interest rate and maturity date, issued by
the County pursuant to the provisions of Chapter 67, Wisconsin Statutes, 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, all as authorized by resolutions of the County Board
duly adopted by said governing body at meetings held on August 19, 2008 and October 21, 2008.
Said resolutions are recorded in the official minutes of the County Board for said dates.
The Notes are non - callable.
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 Note have been done, have
existed and have been performed in due form and time; that the aggregate indebtedness of the
County, including this Note 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 Note, together with the interest thereon,
when and as payable. It is hereby further certified that the County has designated this Note 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 Note 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 Notes, and the County Board appoints another depository, new fully registered
Notes in the same aggregate principal amount shall be issued to the new depository upon
surrender of the Notes 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 Notes after the Record Date The County and the Bond Registrar may treat and
consider the Depository in whose name this Note 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.
IN WITNESS WHEREOF, St. Croix County, Wisconsin, by its governing body, has
caused this Note to be executed for it and in its name by the signatures of its duly qualified
Chairperson and County Clerk; and to be sealed with its official or corporate seal, if any, all as of
the 1st day of November, 2008.
ST. CROIX COUNTY, WISCONSIN
By:
Y RogaRebholz,
Chairperson
(SEAL)
By: eiiiii
Y'
Cindy Campbell,
County Clerk
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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 Note and all rights thereunder and hereby irrevocably constitutes and appoints
, Legal Representative, to transfer said Note 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)
NOTICE: The above -named
(Authorized Officer) Depository or its Nominee Name must
correspond with the name as it appears
upon the face of the within Note in every
particular, without alteration or
enlargement or any change whatever.
3211882_1
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EXHIBIT C Springsted Incorporated
380 Jackson Street, Suite 300
Saint Paul, MN 551012887
SpriB9ste
Tel: 651 - 223 -3000
Fax: 651- 223 -3002
Email: advisors @springsted.com
www.springsted.com
$3,180,000
ST. CROIX COUNTY, WISCONSIN
GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2008A
(BOOK ENTRY ONLY)
AWARD: ROBERT W. BAIRD & COMPANY, INCORPORATED
M &I BANK
SALE: October 20, 2008 Moody's Rating: Aa3
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
ROBERT W. BAIRD & COMPANY, 4.00% 2010 -2011 $3,224,822.25 $605,631.40 4.0244%
INCORPORATED 4.25% 2012 -2013
M &I BANK 4.375% 2014
4.50% 2015 -2016
BMO CAPITAL MARKETS GKST INC. 4.00% 2010 -2014 $3,200,561.80 $610,909.03 4.0779%
4.50% 2015 -2016
UMB BANK, N.A. 3.10% 2010 $3,157,358.40 $612,381.39 4.1193%
3.30% 2011
3.50% 2012
3.75% 2013
4.00% 2014
4.20% 2015
4.30% 2016
STIFEL, NICOLAUS & COMPANY, 4.00% 2010 -2012 $3,183,976.10 $642,591.09 4.3048%
INCORPORATED 4.25% 2013
4.375% 2014
4.50% 2015 -2016
HUTCHINSON, SHOCKEY, ERLEY & 4.00% 2010 -2011 $3,196,790.40 $664,516.89 4.4348%
COMPANY 4.25% 2012 -2013
4.50% 2014
4.75% 2015
5.00% 2016
BERNARDI SECURITIES, 3.60% 2010 $3,152,970.00 $679,902.92 4.5790%
INCORPORATED 3.75% 2011
NORTHLAND SECURITIES 4.00% 2012
4.20% 2013
4.40% 2014
4.60% 2015
4.70% 2016 (Continued)
Public Sector Advisors
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
4.00% 2010 3.00%
4.00% 2011 3.25%
4.25% 2012 3.65%
4.25% 2013 3.80%
4.375% 2014 4.00%
4.50% 2015 4.15%
4.50% 2016 4.25%
BBI: 6.01%
Average Maturity: 4.662 Years
EXHIBIT D
FISCAL AGENCY AGREEMENT
THIS AGREEMENT is made and entered into the day of November, 2008, by and
between St. Croix County, Wisconsin (the "County "), and U.S. Bank National Association, St.
Paul, Minnesota (the "Agent ").
WITNESSETH:
WHEREAS, the County has authorized the borrowing of the sum of THREE MILLION
ONE HUNDRED EIGHTY THOUSAND DOLLARS ($3,180,000) pursuant to Section
67.12(12), Wisconsin Statutes, and the resolutions adopted by the County Board on August 19,
2008 and October 21, 2008 and has authorized the issuance and sale of $3,180,000 principal
amount of general obligation promissory notes to evidence such indebtedness (the
"Obligations "). The Obligations shall be designated "General Obligation Promissory Notes,
Series 2008A "; shall be dated November 1, 2008; shall bear interest at the rates set forth below;
and shall mature serially on April 1 of each year, in the years and principal amounts as follows:
Year of Maturity Principal Amount Interest Rate
2010 $295,000 _ _%
2011 440,000
2012 455,000
2013 475,000
2014 485,000
2015 505,000
2016 525,000
Interest shall be payable commencing on April 1, 2009 and semi - annually thereafter on
October 1 and April 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
regulations; 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 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 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
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.
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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 thirty -five days prior to such redemption date. If less than
all the Notes of a maturity are to be called for redemption, the Notes 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 Notes 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 Notes 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 Notes shall no longer be deemed to be
outstanding.
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 County.
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 County with an accounting of payments received and
made and funds on hand annually.
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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 redemption 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.
XII. MISCF.T.T,ANEOUS
(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 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) Indemnification. The County 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
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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 the Agreement.
(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 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.
(e) 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.
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SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT
ST. CROIX COUNTY, WISCONSIN
(SEAL) By: /(2-524
Rog Or Rebhol , 4
County Board Chairperson
And: d-ecA
Cindy
y ell,
County Clerk
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SIGNATURE PAGE TO THE FISCAL AGENCY AGREEMENT
U.S. BANK NATIONAL ASSOCIATION
ST. PAUL, MINNESOTA
(SEAL) By:
And:
3211905_1
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