HomeMy WebLinkAboutResolution 2019 (41) Resolution No. 41 (2019)
ST. C}l UN "Y. RESOLUTION AWARDING THE SALE OF $8,025,000 GENERAL
4
" ~~~ OBLIGATION CAPITAL IMPROVEMENT BONDS, SERIES 2019A
1 WHEREAS, on August 6, 2019, the County Board of Supervisors of St. Croix County,
2 Wisconsin (the "County"), by a vote of at least 3/4 of the members-elect adopted an initial
3 resolution authorizing the issuance of general obligation bonds or promissory notes in an amount
4 not to exceed $8,025,000 for the public purpose of paying the cost of capital projects included in
5 the County's budget, including but not limited to, improvements to the Government Center,
6 constructing a new jail and acquiring equipment(the "Project") (the above-referenced initial
7 resolution is referred to herein as the "Initial Resolution");
8
9 WHEREAS, the County Board of Supervisors hereby finds and determines that the
10 Project is within the County's power to undertake and therefore serves a "public purpose" as that
11 term is defined in Section 67.04(l)(b), Wisconsin Statutes;
12
13 WHEREAS, the County is authorized by the provisions of Section 67.04, Wisconsin
14 Statutes, to borrow money and issue general obligation bonds for such public purposes;
15
16 WHEREAS, none of the proceeds of the Bonds shall be used to fund the operating
17 expenses of the general fund of the County or to fund the operating expenses of any special
18 revenue fund of the County that is supported by the property taxes;
19
20 WHEREAS, the County has directed Ehlers & Associates, Inc. ("Ehlers") to take the
21 steps necessary to sell general obligation bonds designated as "General Obligation Capital
22 Improvement Bonds, Series 2019A" (the "Bonds") to pay the cost of the Project;
23
24 WHEREAS, Ehlers, in consultation with the officials of the County, prepared a Notice of
25 Sale (a copy of which is attached hereto as Exhibit A and incorporated herein by this reference)
26 setting forth the details of and the bid requirements for the Bonds and indicating that the Bonds
27 would be offered for public sale on November 4, 2019 and bids considered by the County Board
28 on November 5, 2019;
29
30 WHEREAS, the County Clerk(in consultation with Ehlers) caused a form of notice of
31 the sale to be published and/or announced and caused the Notice of Sale to be distributed to
32 potential bidders offering the Bonds for public sale on November 4, 2019;
33
34 WHEREAS, the County has duly received bids for the Bonds as described on the Bid
35 Tabulation attached hereto as Exhibit B and incorporated herein by this reference (the "Bid
36 Tabulation"); and
37
38 WHEREAS, it has been determined that the bid proposal (the "Proposal") submitted by
39 the financial institution listed first on the Bid Tabulation fully complies with the bid
40 requirements set forth in the Notice of Sale and is deemed to be the most advantageous to the
41 County. Ehlers has recommended that the County accept the Proposal. A copy of said Proposal
42 submitted by such institution (the "Purchaser")is attached hereto as Exhibit C and incorporated
43 herein by this reference.
44
45 NOW, THEREFORE, BE IT RESOLVED by the County Board of Supervisors of the
46 County that:
47 Section IA. Ratification of the Notice of Sale and Offering Materials. The County
48 Board of Supervisors hereby ratifies and approves the details of the Bonds set forth in Exhibit A
49 attached hereto as and for the details of the Bonds. The Notice of Sale and any other offering
50 materials prepared and circulated by Ehlers are hereby ratified and approved in all respects. All
51 actions taken by officers of the County and Ehlers in connection with the preparation and
52 distribution of the Notice of Sale, and any other offering materials are hereby ratified and
53 approved in all respects.
54 Section 113. Award of the Bonds. For the purpose of paying the cost of the Project
55 authorized by the Initial Resolution, there shall be borrowed pursuant to Section 67.04,
56 Wisconsin Statutes, the principal sum of EIGHT MILLION TWENTY-FIVE THOUSAND
57 DOLLARS ($8,025,000)from the Purchaser in accordance with the terms and conditions of the
58 Proposal. The Proposal of the Purchaser offering to purchase the Bonds for the sum set forth on
59 the Proposal, plus accrued interest to the date of delivery, resulting in a true interest cost as set
60 forth on the Proposal, is hereby accepted. The Chairperson and County Clerk or other
61 appropriate officers of the County are authorized and directed to execute an acceptance of the
62 Proposal on behalf of the County. The good faith deposit of the Purchaser shall be applied in
63 accordance with the Notice of Sale, and any good faith deposits submitted by unsuccessful
64 bidders shall be promptly returned. The Bonds shall bear interest at the rates set forth on the
65 Proposal.
66
67 Section 2. Terms of the Bonds. The Bonds shall be designated "General Obligation
68 Capital Improvement Bonds, Series 2019A"; shall be issued in the aggregate principal amount of
69 $8,025,000; shall be dated December 4, 2019; shall be in the denomination of$5,000 or any
70 integral multiple thereof, shall be numbered R-1 and upward; and shall bear interest at the rates
71 per annum and mature on April 1 of each year, in the years and principal amounts as set forth on
72 the Pricing Summary attached hereto as Exhibit D-1 and incorporated herein by this reference.
73 Interest shall be payable semi-annually on April 1 and October 1 of each year commencing on
74 April 1, 2020. Interest shall be computed upon the basis of a 360-day year of twelve 30-day
75 months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board.
76 The schedule of principal and interest payments due on the Bonds is set forth on the Debt
77 Service Schedule attached hereto as Exhibit D-2 and incorporated herein by this reference (the
78 "Schedule").
79
80 Section 3. Redemption Provisions. The Bonds maturing on April 1, 2028 and thereafter
81 are subject to redemption prior to maturity, at the option of the County, on April 1, 2027 or on
82 any date thereafter. Said Bonds are redeemable as a whole or in part, and if in part, from
83 maturities selected by the County, and within each maturity by lot, at the principal amount
84 thereof, plus accrued interest to the date of redemption.
85 Section 4. Form of the Bonds. The Bonds shall be issued in registered form and shall be
86 executed and delivered in substantially the form attached hereto as Exhibit E and incorporated
87 herein by this reference.
88 Section 5. Tax Provisions.
89 (A) Direct Annual Irrepealable Tax Levy. For the purpose of paying the
90 principal of and interest on the Bonds as the same becomes due, the full faith, credit and
91 resources of the County are hereby irrevocably pledged, and there is hereby levied upon all of
92 the taxable property of the County a direct annual irrepealable tax in the years 2019 through
93 2038 for the payments due in the years 2020 through 2039 in the amounts set forth on the
94 Schedule.
95 (B) Tax Collection. So long as any part of the principal of or interest on the
96 Bonds remains unpaid, the County shall be and continue without power to repeal such levy or
97 obstruct the collection of said tax until all such payments have been made or provided for. After
98 the issuance of the Bonds, said tax shall be, from year to year, carried onto the tax roll of the
99 County and collected in addition to all other taxes and in the same manner and at the same time
100 as other taxes of the County for said years are collected, except that the amount of tax carried
101 onto the tax roll may be reduced in any year by the amount of any surplus money in the Debt
102 Service Fund Account created below.
103 (C) Additional Funds. If at any time there shall be on hand insufficient funds
104 from the aforesaid tax levy to meet principal and/or interest payments on said Bonds when due,
105 the requisite amounts shall be paid from other funds of the County then available, which sums
106 shall be replaced upon the collection of the taxes herein levied.
107
108 Section 6. Segregated Debt Service Fund Account.
109
110 (A) Creation and Deposits. There be and there hereby is established in the
111 treasury of the County, if one has not already been created, a debt service fund, separate and
112 distinct from every other fund, which shall be maintained in accordance with generally accepted
113 accounting principles. Debt service or sinking funds established for obligations previously
114 issued by the County may be considered as separate and distinct accounts within the debt service
115 fund.
116
117 Within the debt service fund, there hereby is established a separate and distinct account
118 designated as the "Debt Service Fund Account for General Obligation Capital Improvement
119 Bonds, Series 2019A, dated December 4, 2019" (the 'Debt Service Fund Account") and such
120 account shall be maintained until the indebtedness evidenced by the Bonds is fully paid or
121 otherwise extinguished. There shall be deposited into the Debt Service Fund Account(i) all
122 accrued interest received by the County at the time of delivery of and payment for the Bonds; (ii)
123 any premium which may be received by the County above the par value of the Bonds and
124 accrued interest thereon; (iii) all money raised by the taxes herein levied and any amounts
125 appropriated for the specific purpose of meeting principal of and interest on the Bonds when due;
126 (iv) such other sums as may be necessary at any time to pay principal of and interest on the
127 Bonds when due; (v) surplus monies in the Borrowed Money Fund as specified below; and (vi)
128 such further deposits as may be required by Section 67.11, Wisconsin Statutes.
129
130 (B) Use and Investment. No money shall be withdrawn from the Debt Service
131 Fund Account and appropriated for any purpose other than the payment of principal of and
132 interest on the Bonds until all such principal and interest has been paid in full and the Bonds
133 canceled; provided (i)the funds to provide for each payment of principal of and interest on the
134 Bonds prior to the scheduled receipt of taxes from the next succeeding tax collection may be
135 invested in direct obligations of the United States of America maturing in time to make such
136 payments when they are due or in other investments permitted by law; and (ii) any funds over
137 and above the amount of such principal and interest payments on the Bonds may be used to
138 reduce the next succeeding tax levy, or may, at the option of the County, be invested by
139 purchasing the Bonds as permitted by and subject to Section 67.11(2)(a), Wisconsin Statutes, or
140 in permitted municipal investments under the pertinent provisions of the Wisconsin Statutes
141 ("Permitted Investments"), which investments shall continue to be a part of the Debt Service
142 Fund Account. Any investment of the Debt Service Fund Account shall at all times conform
143 with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") and any
144 applicable Treasury Regulations (the "Regulations").
145
146 (C) Remaining Monies. When all of the Bonds have been paid in full and
147 canceled, and all Permitted Investments disposed of, any money remaining in the Debt Service
148 Fund Account shall be transferred and deposited in the general fund of the County, unless the
149 County Board of Supervisors directs otherwise.
150
151 Section 7. Proceeds of the Bonds, Segregated Borrowed Money Fund. The proceeds of
152 the Bonds (the 'Bond Proceeds") (other than any premium and accrued interest which must be
153 paid at the time of the delivery of the Bonds into the Debt Service Fund Account created above)
154 shall be deposited into a special fund (the 'Borrowed Money Fund") separate and distinct from
155 all other funds of the County and disbursed solely for the purpose or purposes for which
156 borrowed. In no event shall monies in the Borrowed Money Fund be used to fund operating
157 expenses of the general fund of the County or of any special revenue fund of the County that is
158 supported by property taxes. Monies in the Borrowed Money Fund may be temporarily invested
159 in Permitted Investments. Any monies, including any income from Permitted Investments,
160 remaining in the Borrowed Money Fund after the purpose or purposes for which the Bonds have
161 been issued have been accomplished, and, at any time, any monies as are not needed and which
162 obviously thereafter cannot be needed for such purpose(s) shall be deposited in the Debt Service
163 Fund Account.
164 Section 8. No Arbitrage. All investments made pursuant to this Resolution shall be
165 Permitted Investments, but no such investment shall be made in such a manner as would cause
166 the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or the
167 Regulations and an officer of the County, charged with the responsibility for issuing the Bonds,
168 shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the
169 date of delivery of the Bonds to the Purchaser which will permit the conclusion that the Bonds
170 are not "arbitrage bonds," within the meaning of the Code or Regulations.
171 Section 9. Compliance with Federal Tax Laws. (a) The County represents and
172 covenants that the projects financed by the Bonds and the ownership, management and use of the
173 projects will not cause the Bonds to be "private activity bonds" within the meaning of Section
174 141 of the Code. The County further covenants that it shall comply with the provisions of the
175 Code to the extent necessary to maintain the tax-exempt status of the interest on the Bonds
176 including, if applicable, the rebate requirements of Section 148(f) of the Code. The County
177 further covenants that it will not take any action, omit to take any action or permit the taking or
178 omission of any action within its control (including, without limitation, making or permitting any
179 use of the proceeds of the Bonds)if taking, permitting or omitting to take such action would
180 cause any of the Bonds to be an arbitrage bond or a private activity bond within the meaning of
181 the Code or would otherwise cause interest on the Bonds to be included in the gross income of
182 the recipients thereof for federal income tax purposes. The County Clerk or other officer of the
183 County charged with the responsibility of issuing the Bonds shall provide an appropriate
184 certificate of the County certifying that the County can and covenanting that it will comply with
185 the provisions of the Code and Regulations.
186
187 (b) The County also covenants to use its best efforts to meet the requirements and
188 restrictions of any different or additional federal legislation which may be made applicable to the
189 Bonds provided that in meeting such requirements the County will do so only to the extent
190 consistent with the proceedings authorizing the Bonds and the laws of the State of Wisconsin and
191 to the extent that there is a reasonable period of time in which to comply.
192
193 Section 10. Designation as Qualified Tax-Exempt Obligations. The Bonds are hereby
194 designated as "qualified tax-exempt obligations" for purposes of Section 265 of the Code,
195 relating to the ability of financial institutions to deduct from income for federal income tax
196 purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations.
197
198 Section 11. Execution of the Bonds; Closing; Professional Services. The Bonds shall be
199 issued in printed form, executed on behalf of the County by the manual or facsimile signatures of
200 the Chairperson and County Clerk, authenticated, if required, by the Fiscal Agent(defined
201 below), sealed with its official or corporate seal, if any, or a facsimile thereof, and delivered to
202 the Purchaser upon payment to the County of the purchase price thereof, plus accrued interest to
203 the date of delivery (the "Closing"). The facsimile signature of either of the officers executing
204 the Bonds may be imprinted on the Bonds in lieu of the manual signature of the officer but,
205 unless the County has contracted with a fiscal agent to authenticate the Bonds, at least one of the
206 signatures appearing on each Bond shall be a manual signature. In the event that either of the
207 officers whose signatures appear on the Bonds shall cease to be such officers before the Closing,
208 such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as
209 if they had remained in office until the Closing. The aforesaid officers are hereby authorized and
210 directed to do all acts and execute and deliver the Bonds and all such documents, certificates and
211 acknowledgements as may be necessary and convenient to effectuate the Closing. The County
212 hereby authorizes the officers and agents of the County to enter into, on its behalf, agreements
213 and contracts in conjunction with the Bonds, including but not limited to agreements and
214 contracts for legal, trust, fiscal agency, disclosure and continuing disclosure, and rebate
215 calculation services. Any such contract heretofore entered into in conjunction with the issuance
216 of the Bonds is hereby ratified and approved in all respects.
217 Section 12. Payment of the Bonds, Fiscal Agent. The principal of and interest on the
218 Bonds shall be paid by U.S. Bank National Association, which is hereby appointed as the
219 County's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin
220 Statutes (the "Fiscal Agent"). The County hereby authorizes the Chairperson and County Clerk
221 or other appropriate officers of the County to enter a Fiscal Agency Agreement between the
222 County and the Fiscal Agent. Such contract may provide, among other things, for the
223 performance by the Fiscal Agent of the functions listed in Wis. Stats. Sec. 67.10(2)(a)to (j)
224 where applicable, with respect to the Bonds.
225
226 Section 13. Persons Treated as Owners; Transfer of Bonds. The County shall cause
227 books for the registration and for the transfer of the Bonds to be kept by the Fiscal Agent. The
228 person in whose name any Bond shall be registered shall be deemed and regarded as the absolute
229 owner thereof for all purposes and payment of either principal or interest on any Bond shall be
230 made only to the registered owner thereof. All such payments shall be valid and effectual to
231 satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
232 Any Bond may be transferred by the registered owner thereof by surrender of the Bond at
233 the office of the Fiscal Agent, duly endorsed for the transfer or accompanied by an assignment
234 duly executed by the registered owner or his attorney duly authorized in writing. Upon such
235 transfer, the Chairperson and County Clerk shall execute and deliver in the name of the
236 transferee or transferees a new Bond or Bonds of a like aggregate principal amount, series and
237 maturity and the Fiscal Agent shall record the name of each transferee in the registration book.
238 No registration shall be made to bearer. The Fiscal Agent shall cancel any Bond surrendered for
239 transfer.
240 The County shall cooperate in any such transfer, and the Chairperson and County Clerk
241 are authorized to execute any new Bond or Bonds necessary to effect any such transfer.
242 Section 14. Record Date. The 15th day of the calendar month next preceding each
243 interest payment date shall be the record date for the Bonds (the "Record Date"). Payment of
244 interest on the Bonds on any interest payment date shall be made to the registered owners of the
245 Bonds as they appear on the registration book of the County at the close of business on the
246 Record Date.
247
248 Section 15. Utilization of The Depository Trust Company Book-Entry-Only System. In
249 order to make the Bonds eligible for the services provided by The Depository Trust Company,
250 New York, New York("DTC"), the County agrees to the applicable provisions set forth in the
251 Blanket Issuer Letter of Representations, which the County Clerk or other authorized
252 representative of the County is authorized and directed to execute and deliver to DTC on behalf
253 of the County to the extent an effective Blanket Issuer Letter of Representations is not presently
254 on file in the County Clerk's office.
255
256 Section 16. Payment of Issuance Expenses. The County authorizes the Purchaser to
257 forward the amount of the proceeds of the Bonds allocable to the payment of issuance expenses
258 to Old National Bank at Closing for further distribution as directed by Ehlers.
259
260 Section 17. Official Statement. The County Board of Supervisors hereby approves the
261 Preliminary Official Statement with respect to the Bonds and deems the Preliminary Official
262 Statement as "final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the
263 Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the
264 "Rule"). All actions taken by officers of the County in connection with the preparation of such
265 Preliminary Official Statement and any addenda to it or final Official Statement are hereby
266 ratified and approved. In connection with the Closing, the appropriate County official shall
267 certify the Preliminary Official Statement and any addenda or final Official Statement. The
268 County Clerk shall cause copies of the Preliminary Official Statement and any addenda or final
269 Official Statement to be distributed to the Purchaser.
270
271 Section 18. Undertaking to Provide Continuing Disclosure. The County hereby
272 covenants and agrees, for the benefit of the owners of the Bonds, to enter into a written
273 undertaking (the "Undertaking") if required by the Rule to provide continuing disclosure of
274 certain financial information and operating data and timely notices of the occurrence of certain
275 events in accordance with the Rule. The Undertaking shall be enforceable by the owners of the
276 Bonds or by the Purchaser on behalf of such owners (provided that the rights of the owners and
277 the Purchaser to enforce the Undertaking shall be limited to a right to obtain specific
278 performance of the obligations thereunder and any failure by the County to comply with the
279 provisions of the Undertaking shall not be an event of default with respect to the Bonds).
280
281 To the extent required under the Rule, the Chairperson and County Clerk, or other officer
282 of the County charged with the responsibility for issuing the Bonds, shall provide a Continuing
283 Disclosure Certificate for inclusion in the transcript of proceedings, setting forth the details and
284 terms of the County's Undertaking.
285
286 Section 19. Record Book. The County Clerk shall provide and keep the transcript of
287 proceedings as a separate record book(the "Record Book") and shall record a full and correct
288 statement of every step or proceeding had or taken in the course of authorizing and issuing the
289 Bonds in the Record Book.
290
291 Section 20. Bond Insurance. If the Purchaser determines to obtain municipal bond
292 insurance with respect to the Bonds, the officers of the County are authorized to take all actions
293 necessary to obtain such municipal bond insurance. The Chairperson and County Clerk are
294 authorized to agree to such additional provisions as the bond insurer may reasonably request and
295 which are acceptable to the Chairperson and County Clerk including provisions regarding
296 restrictions on investment of Bond proceeds, the payment procedure under the municipal bond
297 insurance policy, the rights of the bond insurer in the event of default and payment of the Bonds
298 by the bond insurer and notices to be given to the bond insurer. In addition, any reference
299 required by the bond insurer to the municipal bond insurance policy shall be made in the form of
300 Bond provided herein.
301 Section 21. Conflicting Resolutions; Severability; Effective Date. All prior resolutions,
302 rules or other actions of the County Board of Supervisors or any parts thereof in conflict with the
303 provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so
304 conflict. In the event that any one or more provisions hereof shall for any reason be held to be
305 illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The
306 foregoing shall take effect immediately upon adoption and approval in the manner provided by
307 law.
308
309 Adopted, approved and recorded November 5, 2019.
Legal—Fiscal—Administrative Approvals:
Legal Note:
Fiscal Impact: Bond sale finalizes debt schedule that will require future debt levies to repay.
r
eott .Cox,Corporation Co4inw /21/2019
.x�wT a� rrn�u
ma..swowY�' 4y'y7i
K si ar Cour h b it r 16r 10/31/2019
or
Fa ruck Thompson,County Administrator 10/31/2019
11/05/19 Administration Committee RECOMMENDED
......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ..........
RESULT: RECOMMENDED [4 TO 1]
MOVER: Roy Sjoberg, Vice-Chair
SECONDER: Nancy Hable, Supervisor
AYES: Roy Sjoberg, Dan Fosterling, David Peterson, Nancy Hable
NAYS: Tammy Moothedan
Vote Confirmation.
� a
wr. -2 „f
Gravid Peiefsorw Adurs(riistration„Chairman �� 11/ /2019
SL Croix County Board of Supervisors Action:
Roll Call - Vote Requirement— Majority of Supervisors Present
......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ..................
RESULT: ADOPTED [13 TO 2]
MOVER: David Peterson, Supervisor
SECONDER: Ed Schachtner, Supervisor
AYES: Schachtner, Miller, Sjoberg, Malick, Fosterling, Feidler, Ostness, Larson,
Tellijohn, Peterson, Anderson, Achterhof, Hable
NAYS: Tom Coulter, Tammy Moothedan
ABSTAIN: Daniel Hansen
ABSENT: Jim Endle, District 13, William Peavey
This Resolution was Adopted by the St. Croix County Board of Supervisors on November 5, 2019
Cindy Campbell, County Clerk
RESOLUTION NO.
RESOLUTION AWARDING THE SALE OF $8,025,000
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 2019A
WHEREAS, on August 6, 2019, the County Board of Supervisors of St. Croix County,
Wisconsin (the "County"), by a vote of at least 3/4 of the members-elect adopted an initial
resolution authorizing the issuance of general obligation bonds or promissory notes in an amount
not to exceed $8,025,000 for the public purpose of paying the cost of capital projects included in
the County's'budget, including but not limited to, improvements to the Government Center,
constructing a new jail and acquiring equipment (the "Project") (the above-referenced initial
resolution is referred to herein as the "Initial Resolution");
WHEREAS, the County Board of Supervisors hereby finds and determines that the
Project is within the County's power to undertake and therefore serves a "public purpose" as that
term is defined in Section 67.04(1)(b), Wisconsin Statutes;
WHEREAS, the County is authorized by the provisions of Section 67.04, Wisconsin
Statutes, to borrow money and issue general obligation bonds for such public purposes;
WHEREAS, none of the proceeds of the Bonds shall be used to fund the operating
expenses of the general fund of the County or to fund the operating expenses of any special
revenue fund of the County that is supported by the property taxes;
WHEREAS, the County has directed Ehlers & Associates, Inc. ("Ehlers")to take the
steps necessary to sell general obligation bonds designated as "General Obligation Capital
Improvement Bonds, Series 2019A" (the "Bonds")to pay the cost of the Project;
WHEREAS, Ehlers, in consultation with the officials of the County, prepared a Notice of
Sale (a copy of which is attached hereto as Exhibit A and incorporated herein by this reference)
setting forth the details of and the bid requirements for the Bonds and indicating that the Bonds
would be offered for public sale on November 4, 2019 and bids considered by the County Board
on November 5, 2019;
WHEREAS, the County Clerk (in consultation with Ehlers) caused a form of notice of
the sale to be published and/or announced and caused the Notice of Sale to be distributed to
potential bidders offering the Bonds for public sale on November 4, 2019;
WHEREAS, the County has duly received bids for the Bonds as described on the Bid
Tabulation attached hereto as Exhibit B and incorporated herein by this reference (the "Bid
Tabulation"); and
WHEREAS, it has been determined that the bid proposal (the "Proposal") submitted by
the financial institution listed first on the Bid Tabulation fully complies with the bid
requirements set forth in the Notice of Sale and is deemed to be the most advantageous to the
County. Ehlers has recommended that the County accept the Proposal. A copy of said Proposal
QB\60007753.1
submitted by such institution (the "Purchaser") is attached hereto as E liib1t t" and incorporated
herein by this reference.
NOW, THEREFORE, BE IT RESOLVED by the County Board of Supervisors of the
County that:
Section IA. Ratification of the Notice of ale and Ofl ririg Materials. The County
Board of Supervisors hereby ratifies and approves the details of the Bonds set forth in Exhibit A
attached hereto as and for the details of the Bonds. The Notice of Sale and any other offering
materials prepared and circulated by Ehlers are hereby ratified and approved in all respects. All
actions taken by officers of the County and Ehlers in connection with the preparation and
distribution of the Notice of Sale, and any other offering materials are hereby ratified and
approved in all respects.
Section_1B. Award of the Bonds. For the purpose of paying the cost of the Project
authorized by the Initial Resolution, there shall be borrowed pursuant to Section 67.04,
Wisconsin Statutes, the principal sum of EIGHT MILLION TWENTY-FIVE THOUSAND
DOLLARS ($8,025,000) from the Purchaser in accordance with the terms and conditions of the
Proposal. The Proposal of the Purchaser offering to purchase the Bonds for the sum set forth on
the Proposal, plus accrued interest to the date of delivery, resulting in a true interest cost as set
forth on the Proposal, is hereby accepted. The Chairperson and County Clerk or other
appropriate officers of the County are authorized and directed to execute an acceptance of the
Proposal on behalf of the County. The good faith deposit of the Purchaser shall be applied in
accordance with the Notice of Sale, and any good faith deposits submitted by unsuccessful
bidders shall be promptly returned. The Bonds shall bear interest at the rates set forth on the
Proposal.
Section 2. Terms of the Bonds. The Bonds shall be designated "General Obligation
Capital Improvement Bonds, Series 2019A"; shall be issued in the aggregate principal amount of
$8,025,000; shall be dated December 4, 2019; shall be in the denomination of$5,000 or any
integral multiple thereof; shall be numbered R-1 and upward; and shall bear interest at the rates
per annum and mature on April 1 of each year, in the years and principal amounts as set forth on
the Pricing Summary attached hereto as ExIiibit D-n 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, 2020. Interest shall be computed upon the basis of a 360-day year of twelve 30-day
months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board.
The schedule of principal and interest payments due on the Bonds is set forth on the Debt
Service Schedule attached hereto as Exhibit D-2 and incorporated herein by this reference (the
"Schedule").
Section 3. Redemptiog Provisimis. The Bonds maturing on April 1, 2028 and thereafter
are subject to redemption prior to maturity, at the option of the County, on April 1, 2027 or on
any date thereafter. Said Bonds are redeemable as a whole or in part, and if in part, from
maturities selected by the County, and within each maturity by lot, at the principal amount
thereof, plus accrued interest to the date of redemption.
-2-
QB\60007753.1
Section 4. Forin of the Bonds. The Bonds shall be issued in registered form and shall be
executed and delivered in substantially the form attached hereto as Exhi bit E and incorporated
herein by this reference.
Section 5. Tax Provisions.
(A) Direct Anjigal Irrepeakable Tax LM. For the purpose of paying the
principal of and interest on the Bonds as the same becomes due, the full faith, credit and
resources of the County are hereby irrevocably pledged, and there is hereby levied upon all of
the taxable property of the County a direct annual irrepealable tax in the years 2019 through
2038 for the payments due in the years 2020 through 2039 in the amounts set forth on the
Schedule.
a Tax Collection. So long as any part of the principal of or interest on the
Bonds remains unpaid, the County shall be and continue without power to repeal such levy or
obstruct the collection of said tax until all such payments have been made or provided for. After
the issuance of the Bonds, said tax shall be, from year to year, carried onto the tax roll of the
County and collected in addition to all other taxes and in the same manner and at the same time
as other taxes of the County for said years are collected, except that the amount of tax carried
onto the tax roll may be reduced in any year by the amount of any surplus money in the Debt
Service Fund Account created below.
Adclitiotialw FLinds. If at any time there shall be on hand insufficient funds
from the aforesaid tax levy to meet principal and/or interest payments on said Bonds when due,
the requisite amounts shall be paid from other funds of the County then available, which sums
shall be replaced upon the collection of the taxes herein levied.
Section 6. Segregated Debt Service Fund Account.
(A) Creation and Q�gposits. There be and there hereby is established in the
treasury of the County, if one has not already been created, a debt service fund, separate and
distinct from every other fund, which shall be maintained in accordance with generally accepted
accounting principles. Debt service or sinking funds established for obligations previously
issued by the County may be considered as separate and distinct accounts within the debt service
fund.
Within the debt service fund, there hereby is established a separate and distinct account
designated as the "Debt Service Fund Account for General Obligation Capital Improvement
Bonds, Series 2019A, dated December 4, 2019" (the "Debt Service Fund Account") and such
account shall be maintained until the indebtedness evidenced by the Bonds is fully paid or
otherwise extinguished. There shall be deposited into the Debt Service Fund Account (i) all
accrued interest received by the County at the time of delivery of and payment for the Bonds; (ii)
any premium which may be received by the County above the par value of the Bonds and
accrued interest thereon; (iii) all money raised by the taxes herein levied and any amounts
appropriated for the specific purpose of meeting principal of and interest on the Bonds when due;
(iv) such other sums as may be necessary at any time to pay principal of and interest on the
-3-
QB\60007753.1
Bonds when due; (v) surplus monies in the Borrowed Money Fund as specified below; and (vi)
such further deposits as may be required by Section 67.11, Wisconsin Statutes.
Q31—.a c 111vestmerit. No money shall be withdrawn from the Debt Service
Fund Account and appropriated for any purpose other than the payment of principal of and
interest on the Bonds until all such principal and interest has been paid in full and the Bonds
canceled; provided (i) the funds to provide for each payment of principal of and interest on the
Bonds prior to the scheduled receipt of taxes from the next succeeding tax collection may be
invested in direct obligations of the United States of America maturing in time to make such
payments when they are due or in other investments permitted by law; and (ii) any funds over
and above the amount of such principal and interest payments on the Bonds may be used to
reduce the next succeeding tax levy, or may, at the option of the County, be invested by
purchasing the Bonds as permitted by and subject to Section 67.11(2)(a), Wisconsin Statutes, or
in permitted municipal investments under the pertinent provisions of the Wisconsin Statutes
("Permitted Investments"), which investments shall continue to be a part of the Debt Service
Fund Account. Any investment of the Debt Service Fund Account shall at all times conform
with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") and any
applicable Treasury Regulations (the "Regulations").
!C) Remaining Monies. When all of the Bonds have been paid in full and
canceled, and all Permitted Investments disposed of, any money remaining in the Debt Service
Fund Account shall be transferred and deposited in the general fund of the County, unless the
County Board of Supervisors directs otherwise.
Scctiorr 7 Proceeds the Ipels; Segregated ltarlvcl Mop 1-Lq1 j. The proceeds of
the Bonds (the "Bond Proceeds") (other than any premium and accrued interest which must be
paid at the time of the delivery of the Bonds into the Debt Service Fund Account created above)
shall be deposited into a special fund (the 'Borrowed Money Fund") separate and distinct from
all other funds of the County and disbursed solely for the purpose or purposes for which
borrowed. In no event shall monies in the Borrowed Money Fund be used to fund operating
expenses of the general fund of the County or of any special revenue fund of the County that is
supported by property taxes. Monies in the Borrowed Money Fund may be temporarily invested
in Permitted Investments. Any monies, including any income from Permitted Investments,
remaining in the Borrowed Money Fund after the purpose or purposes for which the Bonds have
been issued have been accomplished, and, at any time, any monies as are not needed and which
obviously thereafter cannot be needed for such purpose(s) shall be deposited in the Debt Service
Fund Account.
Section 8. No Arbi r•agg. All investments made pursuant to this Resolution shall be
Permitted Investments, but no such investment shall be made in such a manner as would cause
the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or the
Regulations and an officer of the County, charged with the responsibility for issuing the Bonds,
shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the
date of delivery of the Bonds to the Purchaser which will permit the conclusion that the Bonds
are not "arbitrage bonds," within the meaning of the Code or Regulations.
-4-
QB\60007753.1
Section 9Coal, llptice witli 1 ederal 'Fa laws. (a) The County represents and
covenants that the projects financed by the Bonds and the ownership, management and use of the
projects will not cause the Bonds to be "private activity bonds" within the meaning of Section
141 of the Code. The County further covenants that it shall comply with the provisions of the
Code to the extent necessary to maintain the tax-exempt status of the interest on the Bonds
including, if applicable, the rebate requirements of Section 148(f) of the Code. The County
further covenants that it will not take any action, omit to take any action or permit the taking or
omission of any action within its control (including, without limitation, making or permitting any
use of the proceeds of the Bonds) if taking, permitting or omitting to take such action would
cause any of the Bonds to be an arbitrage bond or a private activity bond within the meaning of
the Code or would otherwise cause interest on the Bonds to be included in the gross income of
the recipients thereof for federal income tax purposes. The County Clerk or other officer of the
County charged with the responsibility of issuing the Bonds shall provide an appropriate
certificate of the County certifying that the County can and covenanting that it will comply with
the provisions of the Code and Regulations.
(b) The County also covenants to use its best efforts to meet the requirements and
restrictions of any different or additional federal legislation which may be made applicable to the
Bonds provided that in meeting such requirements the County will do so only to the extent
consistent with the proceedings authorizing the Bonds and the laws of the State of Wisconsin and
to the extent that there is a reasonable period of time in which to comply.
Section 1 f1. l: csi Ynatic � 4 rr rlilic,d Tax-rxein t lk-rations. The Bonds are hereby
designated as "qualified tax-exempt obligations" for purposes of Section 265 of the Code,
relating to the ability of financial institutions to deduct from income for federal income tax
purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations.
Section 11. Fx'ectitioir of"the Bonds, Closing; Professiomd Services. The Bonds shall be
issued in printed form, executed on behalf of the County by the manual or facsimile signatures of
the Chairperson and County Clerk, authenticated, if required, by the Fiscal Agent(defined
below), sealed with its official or corporate seal, if any, or a facsimile thereof, and delivered to
the Purchaser upon payment to the County of the purchase price thereof, plus accrued interest to
the date of delivery (the "Closing"). The facsimile signature of either of the officers executing
the Bonds may be imprinted on the Bonds in lieu of the manual signature of the officer but,
unless the County has contracted with a fiscal agent to authenticate the Bonds, at least one of the
signatures appearing on each Bond shall be a manual signature. In the event that either of the
officers whose signatures appear on the Bonds shall cease to be such officers before the Closing,
such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as
if they had remained in office until the Closing. The aforesaid officers are hereby authorized and
directed to do all acts and execute and deliver the Bonds and all such documents, certificates and
acknowledgements as may be necessary and convenient to effectuate the Closing. The County
hereby authorizes the officers and agents of the County to enter into, on its behalf, agreements
and contracts in conjunction with the Bonds, including but not limited to agreements and
contracts for legal, trust, fiscal agency, disclosure and continuing disclosure, and rebate
calculation services. Any such contract heretofore entered into in conjunction with the issuance
of the Bonds is hereby ratified and approved in all respects.
-5-
QB\60007753.1
Section 12, Pay nie�nt of tkle ilLI*, hi,scal Ageig. The principal of and interest on the
Bonds shall be paid by U.S. Bank National Association, 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 County hereby authorizes the Chairperson and County Clerk
or other appropriate officers of the County to enter a Fiscal Agency Agreement between the
County and the Fiscal Agent. Such contract may provide, among other things, for the
performance by the Fiscal Agent of the functions listed in Wis. Stats. Sec. 67.10(2)(a)to (j),
where applicable, with respect to the Bonds.
Section 1 �. Persons Treated as Owners, frtinsfer ol'Bcpds. The County shall cause
books for the registration and for the transfer of the Bonds to be kept by the Fiscal Agent. The
person in whose name any Bond 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 Bond 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 Bond to the extent of the sum or sums so paid.
Any Bond may be transferred by the registered owner thereof by surrender of the Bond at
the office of the 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, the Chairperson and County Clerk shall execute and deliver in the name of the
transferee or transferees a new Bond or Bonds of a like aggregate principal amount, series and
maturity and the Fiscal Agent shall record the name of each transferee in the registration book.
No registration shall be made to bearer. The Fiscal Agent shall cancel any Bond surrendered for
transfer.
The County shall cooperate in any such transfer, and the Chairperson and County Clerk
are authorized to execute any new Bond or Bonds necessary to effect any such transfer.
Section 14. 1Z cord Irate. The 15th day of the calendar month next preceding each
interest payment date shall be the record date for the Bonds (the "Record Date"). Payment of
interest on the Bonds on any interest payment date shall be made to the registered owners of the
Bonds as they appear on the registration book of the County at the close of business on the
Record Date.
Seetiorw 15. t4ilization orrhe De ao�r Frta ,in � Book-Entr --Only � em. In
order to make the Bonds eligible for the services provided by The Depository Trust Company,
New York, New York ("DTC"), the County agrees to the applicable provisions set forth in the
Blanket Issuer Letter of Representations, which the County Clerk or other authorized
representative of the County is authorized and directed to execute and deliver to DTC on behalf
of the County to the extent an effective Blanket Issuer Letter of Representations is not presently
on file in the County Clerk's office.
Section 16. l�ipign f Issljt is c c �x.,en es. The County authorizes the Purchaser to
forward the amount of the proceeds of the Bonds allocable to the payment of issuance expenses
to Old National Bank at Closing for further distribution as directed by Ehlers.
-6-
QB\60007753.1
Section 17. Official„Statement. The County Board of Supervisors hereby approves the
Preliminary Official Statement with respect to the Bonds and deems the Preliminary Official
Statement as "final" as of its date for purposes of SEC Rule 15c2-12 promulgated by the
Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the
"Rule"). All actions taken by officers of the County in connection with the preparation of such
Preliminary Official Statement and any addenda to it or final Official Statement are hereby
ratified and approved. In connection with the Closing, the appropriate County official shall
certify the Preliminary Official Statement and any addenda or final Official Statement. The
County Clerk shall cause copies of the Preliminary Official Statement and any addenda or final
Official Statement to be distributed to the Purchaser.
cojop 1.8, tJndertakin&jo Provide Cori.tinuiri Disc]Mire. The County hereby
covenants and agrees, for the benefit of the owners of the Bonds, to enter into a written
undertaking (the "Undertaking") if required by the Rule to provide continuing disclosure of
certain financial information and operating data and timely notices of the occurrence of certain
events in accordance with the Rule. The Undertaking shall be enforceable by the owners of the
Bonds or by the Purchaser on behalf of such owners (provided that the rights of the owners and
the Purchaser to enforce the Undertaking shall be limited to a right to obtain specific
performance of the obligations thereunder and any failure by the County to comply with the
provisions of the Undertaking shall not be an event of default with respect to the Bonds).
To the extent required under the Rule, the Chairperson and County Clerk, or other officer
of the County charged with the responsibility for issuing the Bonds, shall provide a Continuing
Disclosure Certificate for inclusion in the transcript of proceedings, setting forth the details and
terms of the County's Undertaking.
ectioli 19. Record Book. The County Clerk shall provide and keep the transcript of
proceedings as a separate record book (the "Record Book") and shall record a full and correct
statement of every step or proceeding had or taken in the course of authorizing and issuing the
Bonds in the Record Book.
Sectlmtiii 20. Bond Insurance. If the Purchaser determines to obtain municipal bond
insurance with respect to the Bonds, the officers of the County are authorized to take all actions
necessary to obtain such municipal bond insurance. The Chairperson and County Clerk are
authorized to agree to such additional provisions as the bond insurer may reasonably request and
which are acceptable to the Chairperson and County Clerk including provisions regarding
restrictions on investment of Bond proceeds, the payment procedure under the municipal bond
insurance policy, the rights of the bond insurer in the event of default and payment of the Bonds
by the bond insurer and notices to be given to the bond insurer. In addition, any reference
required by the bond insurer to the municipal bond insurance policy shall be made in the form of
Bond provided herein.
-7-
QB\60007753.1
Section 2 1. Coliflictina Resolutions, Scvqrgbiljty, Effbetive Date. All prior resolutions,
rules or other actions of the County Board of Supervisors 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.
Adopted, approved and recorded November 5, 2019.
Roger Larson
Chairperson
ATTEST:
Cindy Campbell
County Clerk
(SEAL)
QB\60007753.1
EXHIBIT A
Notice of Sale
To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
(See Attached)
QB\60007753.1
NOTICE OF SALE
$8,025,000* GENERAL OBLIGATION CAPITAL IMPROVEMENT BONDS, SERIES 2019A
ST. CROIX COUNTY, WISCONSIN
Bids for the purchase of$8,025,000* General Obligation Capital Improvement Bonds, Series 2019A(the"Bonds")
of St.Croix County,Wisconsin(the"County")will be received at the offices of Ehlers and Associates,Inc.('Ehlers"),
3060 Centre Pointe Drive, Roseville,Minnesota 55113-1105, municipal advisors to the County,until 11:30 A.M.,
Central Time, and ELECTRONIC PROPOSALS will be received via PARITY, in the manner described below,
until 11:30 A.M. Central Time, on November 4, 2019, at which time they will be opened,read and tabulated. The
bids will be presented to the Board of Supervisors for consideration for award by resolution at a meeting to be held
at 8:00 A.M.,Central Time,on November 5,2019. The bid offering to purchase the Bonds upon the terms specified
herein and most favorable to the County will.be accepted unless all bids are rejected.
PURPOSE
The Bonds are being issued pursuant to Section 67.04,Wisconsin Statutes,for the public purpose of paying the costs
of capital projects included in the 'County's budget, including improvements to the Government Center and
constructing a new jail and acquiring equipment. The Bonds are general obligations of the County,and all the taxable
property in the County is subject to the levy of a tax to pay the principal of and interest on the Bonds as they become
due which tax may,under current law,be levied without limitation as to rate or amount.
DATES AND MATURITIES
The Bonds will be dated December 4, 2019, will be issued as fully registered Bonds in the denomination of$5,000
each,or any integral multiple thereof, and will mature on April 1 as follows:
Year Amount* Year Amount* Year Amount*
2020 $160,000 2027 $370,000 2034 $280,000
2021 1,115,000 2028 370,000 2035 275,000
2022 765,000 2029 300,000 2036 375,000
2023 730,000 2030 280,000 2037 375,000
2024 390,000 2031 280,000 2038 375,000
2025 390,000 2032 280,000 2039 265,000
2026 370,000 2033 280,000
ADJUSTMENT OPTION
* The County reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in
increments of$5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are
adjusted, the purchase price proposed will be adjusted to maintain the same gross spread per$1,000.
E-1
TERM BOND OPTION
Bids for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds,
subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption
in each year conforms to the maturity schedule set forth above. All dates are inclusive.
INTEREST PAYMENT DATES AND RATES
Interest will be payable on April 1 and October 1 of each year, commencing April 1, 2020,to the registered owners
of the Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not a
business day) of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of
twelve 30-day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board. The rate
for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (For example,
if a rate of 4.50% is proposed for the 2020 maturity,then the lowest rate that may be proposed for any later
maturity is 3.50%.) All Bonds of the same maturity must bear interest from date of issue until paid at a single,
uniform rate. Each rate must be expressed in an integral multiple of 51100 or 1/8 of 1%.
BOOK-ENTRY-ONLY FORMAT
Unless otherwise specified by the purchaser, the Bonds will be designated in the name of Cede & Co., as nominee
for The Depository Trust Company,New York,New York("DTC"). DTC will act as securities depository for the
Bonds,and will be responsible for maintaining a book-entry system for recording the interests of its participants and
the transfers of interests between its participants. The participants will be responsible for maintaining records
regarding the beneficial interests of the individual purchasers of the Bonds. So long as Cede&Co. is the registered
owner of the Bonds, all payments of principal and interest will be made to the depository which, in turn, will be
obligated to remit such payments to its participants for subsequent disbursement to the beneficial owners of the Bonds.
PAYING AGENT
The County has selected U.S. Bank National Association, St. Paul, Minnesota, to act as paying agent(the "Paying
Agent"). The County will pay the charges for Paying Agent services. The County reserves the right to remove the
Paying Agent and to appoint a successor.
OPTIONAL REDEMPTION
At the option of the County,the Bonds maturing on or after April 1,2028 shall be subject to optional redemption prior
to maturity on April 1, 2027 or any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selection
of the amounts and maturities of the Bonds to be redeemed shall be at the discretion of the County. If only part of
the Bonds having a common maturity date are called for redemption, then the County or Paying Agent, if any,will
notify DTC of the particular amount of such maturity to be redeemed. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial
ownership interest in such maturity to be redeemed.
Notice of such call shall be given by sending a notice by registered or certified mail, facsimile or electronic
transmission,overnight delivery service or in any other manner required by DTC,not less than 30 days nor more than
60 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address
shown on the registration books.
E-2
DELIVERY
On or about December 4,2019, the Bonds will be delivered without cost to the winning bidder at DTC. On the day
of closing, the County will furnish to the winning bidder the opinion of bond counsel hereinafter described, an
arbitrage certification,and certificates verifying that no litigation in any manner questioning the validity of the Bonds
is then pending or, to the best knowledge of officers of the County, threatened. Payment for the Bonds must be
received by the County at its designated depository on the date of closing in immediately available funds.
LEGAL MATTERS
An opinion as to the validity of the Bonds and the exemption from federal taxation of the interest thereon will be
furnished by Quarles&Brady LLP, Bond Counsel to the County,and will be available at the time of delivery of the
Bonds. The legal opinion will be issued on the basis of existing law and will state that the Bonds are valid and
binding general obligations of the County;provided that the rights of the owners of the Bonds and the enforceability
of the Bonds may be limited by bankruptcy,insolvency,reorganization,moratorium,and other similar laws affecting
creditors' rights and by equitable principles (which may be applied in either a legal or equitable proceeding). (See
"FORM OF LEGAL OPINION" found in Appendix B of the Official Statement).
Quarles&Brady LLP has also been retained by the County to serve as Disclosure Counsel to the County with respect
to the Bonds. Although, as Disclosure Counsel to the County, Quarles &Brady LLP has assisted the County with
certain disclosure matters, Quarles & Brady LLP has not undertaken to independently verify the accuracy,
completeness or sufficiency of this Official Statement or other offering material relating to the Bonds and assumes
no responsibility whatsoever nor shall have any liability to any other party for the statements or information contained
or incorporated by reference in this Official Statement, Further, Quarles &Brady LLP makes no representation as
to the suitability of the Bonds for any investor.
SUBMISSION OF BIDS
Bids must not be for less than $7,928,700 plus accrued interest on the principal sum of$8,025,000 from date of
original issue of the Bonds to date of delivery. The maximum proposal allowed is $8,426,250. Prior to the time
established above for the opening of bids,interested parties may submit a bid as follows:
1) Electronically to bt)ndsalc( )chlct°s-ilic.corii; or
2) Electronically via PARITY in accordance with this Notice of Sale until 11:30 A.M.Central Time,but no bid
will be received after the time for receiving bids specified above. To the extent any instructions or directions
set forth in PARITY conflict with this Notice of Sale, the terms of this Notice of Sale shall control. For
further information about PARITY,potential bidders may contact Ehlers or i-Deal LLC at 1359 Broadway,
2°d Floor,New York,New York 10018,Telephone(212) 849-5021.
Bids must be submitted to Ehlers via one of the methods described above and must be received prior to the time
established above for the opening of bids. Each bid must be unconditional except as to legality. Neither the County
nor Ehlers shall be responsible for any failure to receive a facsimile submission.
E-3
A good faith deposit ("Deposit") in the amount of$160,500 shall be made by the winning bidder by wire
transfer of funds. Such Deposit shall be received by Ehlers no later than two hours after the bid opening time.
Wire transfer instructions will be provided to the winning bidder by Ehlers after the tabulation of bids. The
County reserves the right to award the Bonds to a winning bidder whose wire transfer is initiated but not received by
such time provided that such winning bidder's federal wire reference number has been received by such time. In the
event the Deposit is not received as provided above,the County may award the Bonds to the bidder submitting the
next best bid provided such bidder agrees to such award. The Deposit will be retained by the County as liquidated
damages if the bid is accepted and the Purchaser fails to comply therewith.
The County and the winning bidder who chooses to so wire the Deposit hereby agree irrevocably that Ehlers shall
be the escrow holder of the Deposit wired to such account subject only to these conditions and duties: 1)All income
earned thereon shall be retained by the escrow holder as payment for its expenses;2)If the bid is not accepted,Ehlers
shall,at its expense,promptly return the Deposit amount to the winning bidder; 3)If the bid is accepted,the Deposit
shall be returned to the winning bidder at the closing; 4)Ehlers shall bear all costs of maintaining the escrow account
and returning the funds to the winning bidder; 5)Ehlers shall not be an insurer of the Deposit amount and shall have
no liability hereunder except if it willfully fails to perform or recklessly disregards, its duties specified herein; and
6) FDIC insurance on deposits within the escrow account shall be limited to $250,000 per bidder.
No bid can be withdrawn after the time set for receiving bids unless the meeting of the County scheduled for award
of the Bonds is adjourned,recessed, or continued to another date without award of the Bonds having been made.
AWARD
The Bonds 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. In the event of a tie, the sale of the Bonds will be awarded by lot. The County reserves the right to
reject any and all bids and to waive any informality in any bid.
BOND INSURANCE
If the Bonds are qualified for any bond insurance policy,the purchase of such policy shall be at the sole option and
expense of the winning bidder. Any cost for such insurance policy is to be paid by the winning bidder, except that,
if the County requested and received a rating on the Bonds from a rating agency,the County will pay that rating fee.
Any rating agency fees not requested by the County are the responsibility of the winning bidder.
Failure of the municipal bond insurer to issue the policy after the Bonds are awarded to the winning bidder shall not
constitute cause for failure or refusal by the winning bidder to accept delivery of the Bonds.
CUSIP NUMBERS
The County will assume no obligation for the assignment or printing of CUSIP numbers on the Bonds or for the
correctness of any numbers printed thereon,but will permit such numbers to be printed at the expense of the winning
bidder, if the winning bidder waives any delay in delivery occasioned thereby.
QUALIFIED TAX-EXEMPT OBLIGATIONS
The County will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended.
E-4
CONTINUING DISCLOSURE
In order to assist the Underwriters in complying with the provisions of Rule 15c2-12 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934 the County will enter into an undertaking for
the benefit of the holders of the Bonds. A description of the details and terms of the undertaking is set forth in
Appendix D of the Official Statement.
NEW ISSUE PRICING
The winning bidder will be required to provide, in a timely manner, certain information necessary to compute the
yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended, and to provide a
certificate which will be provided by Bond Counsel upon request.
(a) The winning bidder shall assist the County in establishing the issue price of the Bonds and shall execute and
deliver to the County at closing an"issue price" or similar certificate satisfactory to Bond Counsel setting forth the
reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the
supporting pricing wires or equivalent communications. All actions to be taken by the County under this Notice of
Sale to establish the issue price of the Bonds may be taken on behalf of the County by the County's municipal advisor
identified herein and any notice or report to be provided to the County may be provided to the County's municipal
advisor.
(b) The County intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i)(defining"competitive
sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the
"competitive sale requirements")because:
(1) The County shall disseminate this Notice of Sale to potential underwriters in a manner that is
reasonably designed to reach potential investors;
(2) all bidders shall have an equal opportunity to bid;
(3) the County may receive bids from at least three underwriters of municipal bonds who have
established industry reputations for underwriting new issuances of municipal bonds; and
(4) the County anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to
purchase the Bonds at the highest price(or lowest interest cost), as set forth in this Notice of Sale.
Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as
specified in this bid.
(c) If all of the requirements of a"competitive sale"are not satisfied,the County shall advise the winning bidder
of such fact prior to the time of award of the sale of the Bonds to the winning bidder. In such event,any bid submitted
will not be subject to cancellation or withdrawal and the County agrees to use the rule selected by the winning bidder
on its bid form to determine the issue price for the Bonds. On its bid form, each bidder must select one of the
following two rules for determining the issue price of the Bonds: (1)the first price at which 10%of a maturity of the
Bonds (the "10%test") is sold to the public as the issue price of that maturity or(2)the initial offering price to the
public as of the sale date as the issue price of each maturity of the Bonds (the"hold-the-offering-price rule").
E-5
(d) If all of the requirements of a"competitive sale"are not satisfied and the winning big lects the hold-the-
offerig -)rice vale,the winning bidder shall(i)confirm that the underwriters have offered or will offer the Bonds to
the public on or before the date of award at the offering price or prices (the "initial offering price"), or at the
corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the
underwriters participating in the purchase of the Bonds,that the underwriters will neither offer nor sell unsold Bonds
of any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the
initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1)the close of the fifth(5`")business day after the sale date; or
(2)the date on which the underwriters have sold at least 10%of that maturity of the Bonds to the public at
a price that is no higher than the initial offering price to the public.
The winning bidder will advise the County promptly after the close of the fifth(5"')business day after the sale whether
it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price
to the public.
The County acknowledges that in making the representation set forth above, the winning bidder will rely on:
(i)the agreement of each underwriter to comply with requirements for establishing issue price of the Bonds,
including, but not limited to, its agreement to comply with the hold-the-price rule, if applicable to the Bonds, as set
forth in an agreement among underwriters and the related pricing wires,
(ii)in the event a selling group has been created in connection with the initial sale of the Bonds to the public,
the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing
issue price of the Bonds,including,but not limited to,its agreement to comply with the hold-the-offering-price rule,
if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and
(iii)in the event that an underwriter or dealer who is a member of the selling group is a party to a third-party
distribution agreement that was employed in connection with the initial sale of the Bonds to the public,the agreement
of each broker-dealer that is party to such agreement to comply with the requirements for establishing issue price of
the Bonds,including,but not limited to, its agreement to comply with the hold-the-offering-price rule,if applicable
to the Bonds,as set forth in the third-party distribution agreement and the related pricing wires. The County further
acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the
requirements for establishing issue price rule of the Bonds,including,but not limited to,its agreement to comply with
the hold-the-offering-price rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of
any other underwriter,or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to
a third-party distribution agreement to comply with its corresponding agreement to comply with the requirements for
establishing issue price ofthe Bonds,including,but not limited to,its agreement to comply with the hold-the-offering-
price rule as applicable to the Bonds.
(e) Ifall of the re tiirenients of "competitive sale"are not satisfied and the Win.11.ter der selects the N ONO test,
the winning bidder agrees to promptly report to the County,Bond Counsel and Ehlers the prices at which the Bonds
have been sold to the public. That reporting obligation shall continue,whether or not the closing date has occurred,
until either(i)all Bonds of that maturity have been sold or(ii)the 10%test has been satisfied as to each maturity of
the Bonds, provided that, the winning bidder's reporting obligation after the Closing Date may be at reasonable
periodic intervals or otherwise upon request of the County or bond counsel.
E-6
(f) By submitting a bid, each bidder confirms that:
(i) any agreement among underwriters, any selling group agreement and each third-party distribution
agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the
related pricing wires,contains or will contain language obligating each underwriter,each dealer who is a member of
the selling group, and each broker-dealer that is party to such third-party distribution agreement, as applicable,to:
(A)report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it,whether
or not the Closing Date has occurred until either all securities of that maturity allocated to it have been sold or it is
notified by the winning bidder that either the 10%test has been satisfied as to the Bonds of that maturity,provided
that,the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request
of the County or bond counsel.
(B)comply with the hold-the-offering-price rule,if applicable,in each case if and for so long as directed by
the winning bidder and as set forth in the related pricing wires, and
(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds
to the public,together with the related pricing wires, contains or will contain language obligating each underwriter,
each dealer who is a member of the selling group and each broker dealer that is a party to a third-party distribution
agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer
that is a party to such third-party distribution agreement to:
(A) to promptly notify the winning bidder of any sales of Bonds that, to its knowledge, are made to a
purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public(each such
term being used as defined below), and
(B) to acknowledge that,unless otherwise advised by the underwriter, dealer or broker-dealer,the winning
bidder shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public.
(g) Sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of
the Bonds to the public (each term being used as defined below) shall not constitute sales to the public for purposes
of this Notice of Sale. Further, for purposes of this Notice of Sale:
(i) "public"means any person other than an underwriter or a related party,
(ii) "underwriter"means (A) any person that agrees pursuant to a written contract with the County (or
with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the
Bonds to the public and(B)any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause (A) to participate in the initial sale of the Bonds to the public
(including a member of a selling group or a party to a third-party distribution agreement participating
in the initial sale of the Bonds to the public),
E-7
(iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the
purchaser are subject,directly or indirectly,to(A)more than 50%common ownership of the voting
power or the total value of their stock, if both entities are corporations (including direct ownership
by one corporation of another), (B)more than 50% common ownership of their capital interests or
profits interests, if both entities are partnerships (including direct ownership by one partnership of
another), or (C) more than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as applicable, if one entity
is a corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other), and
(iv) "sale date"means the date that the Bonds are awarded by the County to the winning bidder.
PRELIMINARY OFFICIAL STATEMENT
Bidders may obtain a copy of the Preliminary Official Statement relating to the Bonds prior to the bid opening by
request from Ehlers at wAvw,cli1ers-ip ,com by connecting to the Bond Sales link. The Syndicate Manager will be
provided with an electronic copy of the Final Official Statement within seven business days of the bid acceptance.
Up to 10 printed copies of the Final Official Statement will be provided upon request. Additional copies of the Final
Official Statement will be available at a cost of$10.00 per copy.
Information for bidders and bid forms may be obtained from Ehlers at 3060 Centre Pointe Drive,Roseville,Minnesota
55113-1105, Telephone (651) 697-8500.
By Order of the Board of Supervisors
St. Croix County, Wisconsin
E-8
EXHIBIT B
Bid Tabulation
To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
(See Attached)
QB\60007753.1
g'�'
LERS
VCI V)1J Np& 1G V€NA"J"J(J-
BID TABULATION
$8,026,000 General Obligation Capital Improvement Bonds, Series 2019A
St. Croix County, Wisconsin
SALE: November 4, 2019
AWARD: PIPER JAFFRAY
Rating: Moody's Investor's Service "Aal"
Tax Exempt-Bank Qualified
.. ......................_......_... ........................._.. ..._.......
.__.......................... ...............
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (April 1) RATE YIELD PRICE COST RATE
PIPER JAFFRAY $8,224,756.10 $1,450,468.09 2.1511%
Minneapolis,Minnesota 2020 3.000% 1.280%
Cantor Fitzgerald 2021 3.000% 1.300%
2022 3.000% 1.320%
2023 3.000% 1.350%
2024 3.000% 1.400%
2025 3.000% 1.500%
2026 3.000% 1.600%
2027 3.000% 1.700%
2028 3.000% 1.870%
2029 3.000% 1.900%
2030 2.000% 2.000%
2031 2.000% 2.050%
2032 2.000% 2.100%
2033 2.150% 2.150%
2034 2.200% 2.200%
2035 2.250% 2.250%
2036 2.300% 2.300%
2037 2.350% 2.350%
2038 2.400% 2.400%
2039 2.450% 2.450%
* Subsequent to bid opening the individual maturity amounts were adjusted.
Adjusted Price - $8,220,302.20 Adjusted Net Interest Cost- $1,468,488.12 Adjusted TIC - 2.1561%
BUILDING COMMUNITIES. IT'S WHAT WE DO. info@ehlers-inc.com 1 (800)552-1171 www.ehlers-inc.com
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (April 1) RATE YIELD PRICE COST RATE
BAIRD $8,172,985.00 $1,455,032,19 2.1651%
Milwaukee,Wisconsin
NORTHLAND SECURITIES,INC. $8,144,174.15 $1,455,853.97 2.1744%
Minneapolis,Minnesota
FTN FINANCIAL CAPITAL $8,173,029,40 $1,518,462.29 2.2590%
MARKETS
Memphis,Tennessee
BOK FINANCIAL SECURITIES, $8,003,370.15 $1,538,642.34 2.3053%
INC.
Milwaukee,Wisconsin
Bid Tabulation November 4, 2019
St. Croix County, Wisconsin
$8,025,000 General Obligation Capital Improvement Bonds, Series 2019A Page 2
EXHIBIT C
Wip ipg laid
To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
(See Attached)
QB\60007753.1
BID FORM
The Board of Supervisors November 5,2019
St.Croix County,Wisconsin
RE: S8,025,000*General Obligation Capital Improvement Bonds,Series 2019A(the"Bonds")
DATED: December 4,2019
For all or none of the above Bonds,in accordance with the Notice of Sale and terms of the Global Book-Entry System(unless otherwise specified by
the Purchaser)as stated in this Official Statement,we will pay you,$ �2q 7 ,,mq (not less than$7,928,700 and not more than$8,426,250)
plus accrued interest to date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as follows:
3.00 %due 2020 3.00 %due 2027 2.20 °
/°due 2034
3.00 %due 2021 3.00 %due 2028 2.25 %due 2035
3.00 %due 2022 3.00 /°° °
due 2029 2.30 /o due 2036
3.00 %due 2023 2.00 %due 2030 2.35 %due 2037
3.00 %due 2024 2.00 %due 2031 2.40 %due 2038
3.00 %due 2025 2.00 %due 2032 2.45 %due 2039
3.00 %due 2026 2.15 %due 2033
*The County reserves the right to increase or decrease the principal amount of the Bonds on the day of sale,in incrc:rnenR.s of$5,000 each, Increases
or decreases ina,y be made in any maturity. If any principal amounts are adjusted,the purchase price proposed will be adjusted to maintain the same
gross spread per$1,000,
The rate for any maturity may not be more than 1.00%less than the rate for any preceding maturity. (For example,if a rate of 4.50%is
proposed for the 2020 maturity,then the lowest rate that may be proposed for any later maturity is 3.50%.)All Bonds ofthe same maturity must
bear interest from date of issue until paid at a single,uniform rate. Each rate must be expressed in an integral multiple of 51100 or 1/8 of 1%.
A good faith deposit("Deposit")in the amount of$160,500 shall be made by the winning bidder by wire transfer of funds. Such Deposit shall
be received by Ehlers no later than two hours after the bid opening time. Wire transfer instructions will be provided to the winning bidder by
Ehlers after the tabulation of bids. The County reserves the right to award the Bonds to a winning bidder whose wire transfer is initiated but not
received by such time provided that such winning bidder's federal mire reference number has been received by such time. In the event the Deposit is
not received as provided above,the County may award the Bonds to the bidder submitting the next best bid provided such bidder agrees to such award.
The Deposit will be retained by the County as liquidated damages if the bid is accepted and the Purchaser fails to comply therewith. We agree to the
conditions and duties of Ehlers and Associates,Inc.,as escrow holder of the Deposit,pursuant to the Notice of Sale. This bid is for prompt acceptance
and is conditional upon delivery of said Bonds to The Depository Trust Company,New York,New York,in accordance with the Notice of Sale.
Delivery is anticipated to be on or about December 4,2019.
This bid is subject to the County's agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in the Preliminary Official Statement for the Bonds.
We have received and reviewed the Official Statement, and any addenda thereto, and have submitted our requests for additional information or
corrections to the Final Official Statement.As Syndicate Manager,we agree to provide the County with the reoffering price of the Bonds within 24 hours
of the bid acceptance.
This bid is a firm offer for the purchase of the Bonds identified in the Notice of Sale,on the terms set forth in this bid form and the Notice of Sale,and
is not subject to any conditions,except as permitted by the Notice of Sale.
By submitting this bid,we confirm that we are an underwriter and have an established industry reputation for underwriting new issuances ofmunicipal
bonds. YES: X NO:
If the competitive sale requirements are not met,we elect to use the(circle one): 10%test/hold-the-offering-price rule to detenuine the issue price of
the Bonds.
Accnnnt Msnaver, Piper Jaffray&Co.
Account Nlcinbcrs: Cantor Fitzgerald
Award will be out a true interest cost basis, According to our (the corset cornpulado n being emitro ing in the award)„the total dollar
interest oosl(inchndintt any discount or less any prernitrm)cornputed:font Dcccnrbcr 4„2019 of the above hid is$ 1�45QAO&Q� _and the true interest
Cosa(1ll°)is 2J511 °/'ir. _ _ _ _
'1hc f6rce.0ing olfcr°u ar
s hereby accepted by and oo behal1'oC#Inc Board of Supervisors f art.Croix County,Wkconsin,on November�,2019.--_ry--
By: By:
Title: Title.
* Subsequent to bid opening the individual maturity amounts were adjusted.
Adjusted Price-$8,220,302.20 Adjusted Net Interest Cost-$1,468,488.12 Adjusted TIC-2.1561%
EXHIBIT D-1
1'°kci - tir�11l;���:y
To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
(See Attached)
QB\60007753.1
St. Croix County, Wisconsin
$8,025,000 General Obligation Capital Improvement Bonds, Series 2019A
Issue Summary
Pricing Summary
Type of Maturity
Maturity Bond Coupon Yield Value Price YTM Call Date Call Price Dollar Price
04/01/2020 Serial Coupon 3.000% 1.280% 230,000.00 100.554% 231,274.20
04/01/2021 Serial Coupon 3.000% 1.300% 1,055,000.00 102.224% 1,078,463.20
04/01/2022 Serial Coupon 3.000% 1.320% 725,000.00 103.833% 752,789.25
04/01/2023 Serial Coupon 3.000% 1.350% 700,000.00 105.346% 737,422.00
04/01/2024 Serial Coupon 3.000% 1.400% 380,000.00 106.690% 405,422.00
04/01/2025 Serial Coupon 3.000% 1,500% 385,000.00 107,648% 414,444.80
04/01/2026 Serial Coupon 3,000% 1.600@% 365,000.00 108.388% 395,616.20
04/01/2027 Serial Coupon 3.000% L700% 375,000.00 108916% 408,435,00
04/01/2028 Serial Coupon 3.000% 1.870% 375,000.00 107.700% c 1.991% 04/01/2027 100.000% 403,875.00
04/01/2029 Serial Coupon 3.000% 1,900% 305,000.00 107.487% c 2,111% 04/01/2027 100.000% 327,835.35
04/01/2030 Serial Coupon 2.000% 2.000% 290,000.00 100.000% - 290,000.00
04/01/2031 Serial Coupon 2.000% 2.050% 290,000.00 99,495% 288,535 50
04/01/2032 Serial Coupon 2.000% 2,100% 285,000.00 98.917% 281,913.45
04/01/2033 Serial Coupon 2.150% 2.150% 285,000.00 100.000% 285,000.00
04/01/2034 Serial Coupon 2.200% 2,200% 290,000.00 100,000% 290,000.00
04/01/2035 Serial Coupon 2.250% 2.250% 280,000.00 MUM 280,000.00
04/01/2036 Serial Coupon 2.300% 2,300% 380,000.00 100 000% - 380,000.00
04/01/2037 Serial Coupon 2.350% 2,350% 380,000.00 I00.000% 380,000.00
04/01/2038 Serial Coupon 2.400% 2.400% 380,000.00 i00.000% 380,000.00
04/01/2039 Serial Coupon 2.450% 2.450% 270,000.00 IM000% 270,000.00
Total - $8,025,000.00 $8,281,025.95
Bid Information
Par Amount of Bonds $8,025,000.00
Reoffering Premium or(Discount) 256,025,95
Gross Production $8,281,025.95
Total Underwriter's Discount (0.757%) $(60,723.75)
Bid(102.434%) 8,220,302.20
Total Purchase Price $8,220,302,20
Bond Year Dollars $67,203.13
............. ....... .. ........ ............. .. .....,....,,,,,, �.....,,. ,., .. ,
Average Life 8.374 Years
A wra6le tn`o ulrorl 2 ar"
Net Interest Cost(NIQ 2.1851486%
True Interest Cost(TIC) 2.1561872%
2019 GO Cap Imp Bonds-I Issue Summary 1 11/4/2019 1 Z31 PM
Co'k"'-E H L E R S
N n. F r,a.w+ n.r,ma "'rrr err.
EXHIBIT D-2
Debt Service Schedule ajid
To be provided by Ehlers & Associates, Inc. and incorporated into the Resolution.
(See Attached)
QB\60007753.1
St. Croix Countv. Wisconsin
$8,025,000 General Obligation Capital Improvement Bonds, Series 2019A
Issue Summary
Debt Service Schedule
Date Principal Coupon Interest Total P+i Fiscal Total
12/04/2019 -
04/01/2020 230,000,00 3.000% 70,317 82 300,317..82
10/01/2020 - - 104,73125 104,73123
12/31/2020 - - 405,049,07
04/01/2021 1,055,000.oil 3,000% 104,731.2.5 1,159.731.25
10/01/2021 - - 88,906.25 88,906,25
12/31/2021 - - - - 1,248,637.50
04/01/2022 725,000,00 3.000% 88,90625 813,906.2.5
10101/2022 - - 78,031.25 78,031..2.5 -
013lt2y122 S➢3I 9:1'7„51D
04/01/2023 700,000,00 3..000% 78,031,25 778,031.25
10/01/2023 •. .. 67,531,25 67,531,25 -
12/31/2023 - •. _ .. 845,562..50
04/01/2024 390,000.00 3A00% 67,531.25 447,531.25 -
101011102.1 6I, 1.2$ 111XM1..12.;,5
12/31/2024 - .. •. 509,362,50
04/01/202.5 385,000.00 3,0001/4 61,831,2.5 446,931.25 -
10101/2025 - - 56,056.25 56,056.2.5 -
12/31/2025 - .. .. 502,997,50
04MVIIIZ6 165,m10.00 56,056,25 421,0.56.2.5
10/01/2026 50,581.25 50,581,25
1 2/3 112 02 6 .. - 471,637,50
04/01/2027 375,000..00 3•Ui^ 50,581..25 42.5,.581.25
10/01/2027 44,956,25 44,956 .5.2
12/31/2027 470,537.50
04/01/2028 37.5,000,00 3 000% 44,9.56..25 419,956 25
10/01/2028 - - 39,331..25 39,331,25
12/31/2028 .. .. 459,287,50
04/01/2029 305'acm(0 3.000% 39,331..25 344,331,25 -
10/01/2029 34„756..2.5 34,756.25
12/31/2029 - - - - 379,087,50
04/01/2030 290,000.00 2.000% 34,756.25 324,756.25 -
10/01/2030 .. 31,856.25 31,956,25
12/31/2030 3.56,612,50
04/01/2031 290,000.00 2000% 31,856.2.5 321,856.25
10701/2031 - - 28,956.2.5 28,956.25
12/31/2031 350,812.50
04/01/2032 285,00000 2000% 29,9.56,25 313,956.25 -
10/01/2032 - 26,106,2.5 26,10625
12/31/2032 ,340,062.50
04/01/2033 295,00000 2150% 26,106.25 311,10625
10/01/2033 - 23,042,50 23,042..50 -
12/31/2033 334,148,75
04/01/2034 290,00000 2,200% 23,042.50 313,04250 -
10/01/2034 19,852.50 19,952,50
12/31/2034 .. - •. _ 332,895,00
04/01/2035 280,000,00 2,250% 19,8.52.50 299,85250 -
10/01/2035 - •• 16,702,.50 16,70250 -
12/31/2035 - - - 316,555,00
04/01/2036 380,000.00 2,300% 16,70250 396,702,50
10/01/2036 _ 12,33250 12,332.50
12/31/2036 - - _ 4(0,035 00
04/01/2037 380,00000 2 350% 12,332.50 392,332,50
10/01/2037 7,867.50 7,867.50
12/31/2037 400,200.00
04/01/2038 380,000.00 2,400% 7,867.50 387,867.50 -
10/01/2038 3,307,50 3,307,50
12/31/2038 391,17500
04/01/2039 270,00000 2,4.50% 3,307,50 273,307.50
12/31/2039 273,307.50
Total $8,025,000.00 $1,663,790.32 $9,688,790.32 -
Yield Statistics
Hood i JI l'llm' 720",f;f
/ILUpvry^iwl.tlw l P'
Net Isiwwnt Cost ICI 2M 14840'14
True Interest C qAi(11C') _... ...... ...... 2.1 56 18721,",,
Bo uJ'o'wld kvi Aibivag l oevposo��s _ -7 0113Cr83r
RS Form 8038
.Net Interest Cost 2.0543009%,
tNe,i,lllw0A,o4oe Maluriia
2619 Go Cap Imp sends-I laeua Summery I Ill 4l2019 1 2:31 PM
UU1u,
IIIIW .LIE, .,,,,
EXHIBIT E
(Form of Bond)
UNITED STATES OF AMERICA
REGISTERED STATE OF WISCONSIN DOLLARS
NO. R- ST. CROIX COUNTY $
GENERAL OBLIGATION CAPITAL IMPROVEMENT BOND, SERIES 2019A
MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: CUSIP:
April 1, December 4, 2019
DEPOSITORY OR ITS NOMINEE NAME: CEDE & CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
($
FOR VALUE RECEIVED, St. Croix County, Wisconsin (the "County"), hereby
acknowledges itself to owe and 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 provisiol set forth herein regarding redemption prior
to maturity. Interest shall be payable Bern ,,,anT16"ady on Xpril 1 and October 1 of each year
commencing on April 1, 2020 until thc,at s fd principal amount is paid in full. Both the
principal of and interest on this Bon afire J)"'t ul le to the registered owner in lawful money of the
United States. 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 U.S. Bank
National Association (the "Fiscal Agent") or any successor thereto at the close of business on the
15th day of the calendar month next preceding each interest payment date (the "Record Date").
This Bond is payable as to principal upon presentation and surrender hereof at the office of the
Fiscal Agent.
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$8,025,000,
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 Section 67.04,
Wisconsin Statutes, for the public purpose of paying the cost of capital projects included in the
County's budget, including but not limited to, improvements to the Government Center and Jail
and acquiring equipment for the same, as authorized by resolutions adopted on August 6, 2019
and November 5, 2019. Said resolutions are recorded in the official minutes of the County
Board of Supervisors for said dates.
QB\60007753.1
The Bonds maturing on April 1, 2028 and thereafter are subject to redemption prior to
maturity, at the option of the County, on April 1, 2027 or on any date thereafter. Said Bonds are
redeemable as a whole or in part, and if 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, overnight express delivery, facsimile transmission, electronic
transmission or in any other manner required by the Depository, to the Depository not less than
thirty (30) days nor more than sixty(60) days prior to the redemption date. If less than all of 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 provided as described herein shall be conclusively presumed to
have been duly given, whether or not the registered owner receives the notice. The Bonds shall
cease to bear interest on the specified redemption date provided that federal or other immediately
available funds sufficient for such redemption are on deposit at the office of the 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 ffje,`Mbanc:c of this Bond have been done,
have existed and have been performed in due lcar~ a and time; that the aggregate indebtedness of
the County, including this Bond and others iiltaneously herewith, does not exceed any
limitation imposed by law or the Constid LIIACAI,,4I fl4c State of Wisconsin; and that a direct annual
irrepealable tax has been levied suf`fic icato`day this Bond, together with the interest thereon,
when and as payable.
This Bond has been designated by the County Board of Supervisors as 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 Fiscal Agent, only in the event that the Depository does not continue to act as
depository for the Bonds, and the County appoints another depository, upon surrender of the
Bond to the Fiscal Agent, by the registered owner in person or his duly authorized attorney,
together with a written instrument of transfer (which may be endorsed hereon) satisfactory to the
Fiscal Agent duly executed by the registered owner or his duly authorized attorney. Thereupon a
new fully registered Bond in the same aggregate principal amount shall be issued to the new
depository 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 Fiscal Agent 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 Fiscal Agent and County may treat and
consider the Depository in whose name this Bond is registered as the absolute owner hereof for
-2-
QB\600a7753.1
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. The Bonds are issuable solely as
negotiable, fully-registered Bonds without coupons in the denomination of$5,000 or any integral
multiple thereof.
This Bond shall not be valid or obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Fiscal Agent.
No delay or omission on the part of the owner hereof to exercise any right hereunder shall
impair such right or be considered as a waiver thereof or as a waiver of or acquiescence in any
default hereunder.
u�
-3-
QB\6aoa7753.l
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 manual or facsimile 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 original date of issue specified above.
ST. CROIX COUNTY, WISCONSIN
By
Roger Larson
Chairperson
(SEAL)
By:
Cindy Campbell
County Clerk
J� h
-4-
QB\60607753.1
Date of Authentication: December 4, 2019
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue authorized by the within-mentioned
resolutions of St. Croix County, Wisconsin.
U.S. BANK NATIONAL ASSOCIATION
Authorized Signatory
-5-
QB\600d7753.1
ASSIGNMENT
... .........................—
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 (Delository or Nominee Name)
or Securities Firm)
li
NOTICE: This signature must correspond with the
name of the Depository or Nominee Name as it
appears upon the face of the within Bond in every
particular, without alteration or enlargement or any
change whatever.
(Authorized Officer)
-6-
QB\60007753.1