,, : I I ,_ : t Interest Rate 3.03% RESOLUTION NO. 20 18 -17 - - PDF document

WI S CON S IN P U BL I C F"INANCE P RO F"ESS IONA L S, I.I.C:

I 025 SOUTH M OOI'li.AN D R OAD, SUITC: 5 0 4

8ROOK F"I E:I.D, WI 53005

4 1 4-434-9644

F"Ax: 414-226- 2014

CALUMET COUNTY, WI SUMMARY OF FINAL SALE RESULTS

$2,945,000 GENERAL OBLIGATION PROMISSORY NOTES

NOVEMBER 5, 2018 PREPARED BY: CAROL ANN WIRTH, PRESIDENT

BACKGROUND- August 21, 2018 Presentation to County Board of Supervisors Purpose of 2018 Notes: Reimburse County for 2017 Budget Capital Improvement Projects Courthouse Chiller- $146,794 Furniture Replacement- $22,312 Roof Jail Addition Replacement - $72,359 County Park Property Acquisition- $1 ,507,267 COUNTY PREPARES FOR MARKET ACCESS CTH AP (Lake Park-Coop) Overlay- $298,335 CTH BB (CTH B-USH 10) Pulverize/Pave- $629,222 CTH C (USH 151-CTH H) Overlay- $218,245 CTH LP (USH 1 0-CTH AP) RAB Concrete Urban - $50,000 Wisconsin Public Finance Professionals LLC ("WPFP") as Municipal Advisor to the County:

• 1. Coordinated Preparation of Legal Documents with Quarles & Brady, Bond Counsel
• 2. Selection of Underwriter (RFP Process)
• 3. Prepared Official Statement (SEC Required Disclosure Document)
• 4. Bond Rating Application - S&P Global Ratings

RESULTS

• 1. S&P- Reaffirms County's Bond Rating- " AA+" Stable Outlook
• 2. Underwriter Selected - BOK Financial Securities, Milwaukee Office
• 3. Final Sale Results - True Interest Rate Including All Expenses of Issuance - 3.03%

COUNTY BOARD ACTION (Majority Vote of Members Present) - Final Resolution Attached Accepts Proposal from Underwriter

• Exhibit A- Note Purchase Agreement

Locks in Interest Rates and Tax Levy

• Exhibit B- Debt Service

CLOSING- DELIVERY OF FUNDS- NOVEMBER 19, 2018 County receives $2,945,573.22 (Includes $573.22 excess premium for deposit to debt service).

$2,945,000 GENERAL OBLIGATION PROMISSORY NOTES

FINAL DEBT SERVICE SCHEDULE

Date Principal Coupon

ll/19/2018 06/01/2019 12/01/2019 100,000.00 3.5000/o 06/01/2020 12/01/2020 100,000.00 3.5000/o 06/01/2021 12/01/2021 330,000.00 3.5000/o 06/01/2022 12/01/2022 330,000.00 3.0000/o 06/01/2023 12/01/2023 350,000.00 3.0000/o 06/01/2024 1 2/0112024 385,000.00 3.0000/o 06/01/2025 1 2/01 /2025 400,000.00 3.0000/o 06/01/2026 12/01/2026 470,000.00 3. 0000/o 06/01/2027 1 2/01/2027 480,000.00 3.0000/o Total $2,945,000.00

FINAL PRICING SCHEDULE

Type of Maturity Maturity Bond Coupon Yield Value

1 2/01/2019 Serial Coupon 3.500% 2.1 70% 1 00,000.00 12/01 /2020 Serial Coupon 3.500% 2.220% 100,000.00 12/01/2021 Serial Coupon 3.500% 2.270% 330,000.00 12/01/2022 Serial Coupon

3.0000/o

2.310% 330,000.00 12/01/2023 Serial Coupon

3.0000/o

2.450% 350,000.00 12/01/2024 Serial Coupon 3.0000/o 2.590% 385,000.00 12/0112025 Serial Coupon 3.0000/o 2.690% 400,000.00 12/01/2026 Serial Coupon 3.0000/o 2.800% 470,000.00 12/01/2027 Serial Coupon 3.0000/o 2.950% 480,000.00 Total $2,945,000.00

Bid Information

Par Amount of Bonds Reoffering Premium or (Discount) G'oss Production Total Underwriter's Discount (1.937%) Bid (100.019%) Total Purchase Price Bond Year Dollars Average Ufe Average Coupon Net Interest Cost (NIC) True Interest Cost (TIC)

Interest

48,533.33 45,500.00 43,750.00 43,750.00 42,000.00 42,000.00 36,225.00 36,225.00 31,275.00 31,275.00 26,025.00 26,025.00 20,250.00 20,250.00 14,250.00 14,250.00 7,200.00 7,200.00 $535,98333

Price

101.351% 102.530% 103.585% 102.642% 102.589% 102.275% 1 01.973% 101.268% c 100.314% c

Total P+l Fiscal Total

48,53333 145,500.00 194,033.33 43,750.00 143,750.00 187,500.00 42,000.00 372,000.00 414,000.00 36,225.00 366,225.00 402,450.00 3l,Z75.00 381,175.00 412,550.00 26,025.00 411,025.00 437,050.00 20,250.00 420,250.00 440,500.00 14,250.00 484,250.00 498,500.00 7,200.00 487,200.00 494,400.00 $3,480,98333

YTM Call Date Call Price Dollar Price

2.822% 12/0112025 100.0000/o 2.960% 12/0112025 100.0000 /o

101,351.00 102,530.00 341

,830.50 338,718.60 359,061.50 393,758.75 407,892.00 475,959.60 481,507.20 $3,002,609.15 $2,945,000.00 57,609.15 $3,002,609.15 $(57,035.93) 2,945,573.22 $2,945,573.22 $17,648.17 5.993 Years 3.0370482% 3.0338002% 3.0355823%

Budget

t<-

Year

I'

~- --

~ i

2018 Calumet County Bonding Program

$2,945,000- 2018 Notes and Tax Impact

Projected

2018

(TID OUT)

$2,945,000

Combined With Equalized Actual Estimated Existing Valuations Debt Service Mill Rate Debt Service

$3,701,027,500 0.000

I

$2,716,195

Combined Estimated Mill Rate

0.734 Actual Debt Levy was $2,528,136- Actual Mill Rate for Budget Year 2018 was $0.68 2019 3,900,630,100 $194,033 0.050

I

2,661,978 0.682

+'

2020 4,017,649,003 187,500 0.047 2,654,895 0.661 2021

'

4,138,178,473 414,000 0.100 2,422,950 0.586 2022

>

4,262,323,82 7 402,450 0.094 2,413,850 0.566 2023

• I

4,262,323,827 412,550 0.097 2,411,000 0.566

~

(-

• T

2024 ..... 4,262,323,827 437,050 0.103 1,961,150 0.460 2025 4,262,323,827 440,500 0.103 1,960,300 0.460 2026 4,262,323,82 7 498,500 0.117 498,500 0.117 2027 4,262,323,827 494,400 0.116 494,400 0.116

~

• - -

2028 4,262,323,827 Total

I

$3,480,983

: I

$20,195,218

: t

,_

Interest Rate 3.03%

,,

RESOLUTION NO. 2018-17 RESOLUTION A WARDING THE SALE OF $2,945,000 GENERAL OBLIGATION PROMISSORY NOTES WHEREAS, on November 3, 2014, the County Board of Supervisors of Calumet County, Wisconsin (the "County"), by a vote of at least 3/4 of the members-elect, adopted a resolution (the "Authorizing Resolution") authorizing the issuance of general obligation bonds or promissory notes in an amount not to exceed $46,000,000 tor the public purpose of paying the cost of the County's Outlays and Capital Improvement Program for the years 201 5 through 2019 (the "2015-2019 CIP Program"); WHEREAS, the County has previously issued $ 11 ,810,000 in aggregate principal amount of general obligation promissory notes pursuant to the Authorizing Resolution; WHEREAS, the County Board of Supervisors of the County hereby finds it necessary, desirable and in the best interest of the County to issue additional general obligation promissory notes authorized by the Authorizing Resolution (the "Notes") in the principal amount of $2,945,000 for the public purpose of paying the cost of projects included in the County's Outlays and Capital Improvement Program for the years 2015 through 20 19, including the cost of maintenance department projects, park property acquisitions and highway and road construction (the "Project"), which Project is part of and included in the 2015-2019 CIP Program; WHEREAS, the County is authorized by the provisions of Section 67. 1 2( 12), Wisconsin Statutes, to borrow money and issue general obligation promissory notes for such public purposes; and WHEREAS, it is the finding of the County Board of Supervisors that it is necessary, desirable and in the best interest of the County to sell the Notes to BOK Financial Securities, Inc. (the "Purchaser"), pursuant to the terms and conditions of its note purchase proposal attached hereto as Exhibit A and incorporated herein by this reference (the "Proposal"). NOW, THEREFORE, BE IT RESOLVED by the County Board of Supervisors ofthe County that: Section I. Sale of' the Notes. For the purpose of paying the cost ofthe Project, there shall be borrowed pursuant to Section 67.12(12), Wisconsin Statutes, the principal sum ofTWO MILLION NINE HUNDRED FORTY-FIVE THOUSAND DOLLARS ($2,945,000) from the Purchaser in accordance with the tenns and conditions of the Proposal. The Proposal is hereby accepted and 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. To evidence the obligation of the County, the Chairperson and County Clerk are hereby authorized, empowered and directed to make, execute, issue and sell to the Purchaser for, on behalf of and in the name of the County, the Notes aggregating the principal amount ofTWO MILLION NINE HUNDRED FORTY-FIVE THOUSAND DOLLARS ($2,945,000) for the sum set f01th on the Proposal, plus accrued interest to the date of delivery.

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Section 2. Terms of the Notes. The Notes shall be designated "General Obligation Promissory Notes"; shall be issued in the aggregate principal amount of $2,945,000; shall be dated November 19, 2018; 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 December I of each year, in the years and principal amounts as set forth on the

• Proposal. Interest shall be payable semi-annually on June 1 and December I of each year

commencing on June 1, 201 9. Interest shall be computed upon the basis of a 3 60-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 Notes is set forth

• n the Debt Service Schedule attached hereto as Exhibit B and incorporated herein by this

reference (the "Schedule"). Section 3. Redemption Provisions. The Notes maturing on December 1, 2026 and thereafter are subject to redemption prior to maturity, at the option of the County, on December 1, 2025 or on any date thereafter. Said Notes 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. Section 4. Form of the Notes. The Notes shall be issued in registered form and shall be executed and delivered in substantially the form attached hereto as Exhibit C and incorporated herein by this reference. Section 5. Tax Provisions. (A) Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and interest on the Notes as the same becomes due, the full faith, credit and resources of the County are hereby irrevocably pledged, and there is hereby levied upon all of the taxable property of the County a direct annual irrepealable tax in the years 20 18 through 2026 for payments due in the years 2019 through 2027 in tl).e amounts set forth on the Schedule. (

13) Tax Collection. So long as any part of

the principal of

• r interest on the

Notes remains unpaid, the County shall be and continue without power to repeal such levy or

• bstruct the collection of

said tax until all such payments have been made or provided for. After the issuance of the Notes, 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

• nto the tax roll may be reduced in any year by the amount of

any surplus money in the Debt Service Fund Account created below.

(C) Additional Funds. 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 Notes 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.

• 2-

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Set:tion 6. S~g

r ega

t cd

Debt Service Fund Account. (/\) Creation and Deposits. 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 Promissory Notes, dated November 19, 20 18" (the "Debt Service r und Account") and such account shall be maintained until the indebtedness evidenced by the Notes 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 Notes; (ii) any premium which may be received by the County above the par value of the Notes 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 Notes when due; (iv) such other sums as may be necessary at any time to pay principal of and interest on the Notes 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.

(13) Use and Investment. 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 Notes until all such principal and interest has been paid in full and the Notes canceled; provided (i) the funds to provide for each payment of principal of and interest on the Notes 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 Notes may be used to reduce the next succeeding tax levy, or may, at the option of the County, be invested by purchasing the Notes 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 Notes 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. Section 7. Proceeds of the Notes; Segre!!ated Borrowed Monev Fund. The proceeds of the Notes (the "Note Proceeds") (other than any premium and accrued interest which must be paid at the time of the delivery of the Notes into the Debt Service Fund Account created above)

• 3-

QB\54590527 .I

shall be deposited into a special fund separate and distinct from all other funds of the County and disbursed solely for the purpose or purposes for which borrowed or for the payment of the principal of and the interest on the Notes. 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 supp01ted 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 Notes 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 Arbitrage. 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 Notes 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 Notes, shall certify as to facts, estimates, circumstances and reasonable expectations in existence on the date of delivery of the Notes to the Purchaser which will permit the conclusion that the Notes are not "arbitrage bonds," within the meaning of the Code or Regulations. Section 9. Compliance with federal Tax Laws. (a) The County represents and covenants that the projects financed by the Notes and the ownership, management and use of the projects will not cause the Notes 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 Notes including, if applicable, the rebate requirements of Section 148(f) ofthe Code. The County further covenants that it will not take any action, omit to take any action or permit the taking or

• mission of

any action within its control (including, without limitation, making or permitting any use of the proceeds of the Notes) if taking, permitting or omitting to take such action would cause any of the Notes to be an arbitrage bond or a private activity bond within the meaning of the Code or would otherwise cause interest on the Notes 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 Notes 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 Notes provided that in meeting such requirements the County will do so only to the extent consistent with the proceedings authorizing the Notes 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 I

• 0. Designation as Qualified Tax-Exempt Obligations. The Notes 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.

• 4-

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Section I I . I

~ Xl'Cltion

• f' the Notes; Closing; Professional Services. The Notes 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 Notes may be imprinted on the Notes in lieu of the manual signature of the officer but, unless the County has contracted with a fiscal agent to authenticate the Notes, at least one of the signatures appearing on each Note shall be a manual signature. In the event that either of the

• fficers whose signatures appear on the Notes 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 Notes 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 Notes, 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

• fthc Notes is hereby ratified and approved in all respects.

Section 12. Payment ol' the Notes; Fiscal Ag~nt. The principal of and interest on the Notes shall be paid by the County Clerk or the County Treasurer (the "Fiscal Agent"). Section 1

• 3. Persons Treated as Owners; Transfer of Notes. The County shall cause

books for the registration and for the transfer of the Notes to be kept by the Fiscal Agent. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute

• wner thereof

for all purposes and payment of either principal or interest on any Note shall be made only to the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Any Note may be transtetTed by the registered owner thereof by surrender of the Note 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 Note or Notes 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 Note surrendered for transfer. The County shall cooperate in any such transfer, and the Chairperson and County Clerk are authorized to execute any new Note or Notes necessary to effect any such transfer. Section 14. Record Date. The 15th day of the calendar month next preceding each interest payment date shall be the record date for the Notes (the "Record Date"). Payment of interest on the Notes on any interest payment date shall be made to the registered owners of the Notes as they appear on the registration book of the County at the close of business on the Record Date.

• 5-

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Section 15. Utilization ofThe Depositorv Trust Company Book-Entry-Only System. In

• rder to make the Notes 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

• f

the County to the extent an effective Blanket Issuer Letter of Representations is not presently

• n file in the County Clerk's office.

Section 16. Official Statement. The County Board of Supervisors hereby approves the Preliminary Official Statement with respect to the Notes and deems the Preliminary Official Statement as "final" as of its date for purposes of SEC Rule l5c2-12 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. Section 17. Undertaking to Provide Continuing Disclosure. The County hereby covenants and agrees, for the benefit of the owners of the Notes, to enter into a written undertaking (the "Undettaking") 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 Notes 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 Notes). To the extent required under the Rule, the Chairperson and County Clerk, or other officer

• f

the County charged with the responsibility for issuing the Notes, shall provide a Continuing Disclosure Certificate for inclusion in the transcript of proceedings, setting forth the details and terms ofthe County's Undertaking. Section 18. 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 Notes in the Record Book. Section 19. Bond lnsurance. If the Purchaser determines to obtain municipal bond insurance with respect to the Notes, 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 insW'er may reasonably request and which are acceptable to the Chairperson and County Clerk including provisions regarding restrictions on investment ofNote proceeds, the payment procedure under the municipal bond

• 6-

QB\54590527.1

insurance policy, the rights of the bond insurer in the event of default and payment of the Notes 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 Note provided herein. Section 20. Conflicting R~

so

l ution

s:

Severabilitv: Effective 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, 20 18. ATTEST: Beth A. Hauser County Clerk Alice Connors Chairperson

• 7-

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EXHIBIT A Note Purchase Proposal To be provided by Wisconsin Public Finance Professionals, LLC and incorporated into the Resolution. (See Attached)

QB\54590527 .I

@ BOK FINANCIAL SECURITIES

1200 North Mayfair Road Suite 303 Milwaukee, Wisconsin 53226

NOTE PURCHASE AGREEMENT Calumet County, Wisconsin $2,945,000 General Obligation Promissory Notes, Dated November 19, 2018

County Board of Supervisors Calumet County 206 Court Street Chilton, Wisconsin 53014 Ladies and Gentlemen: BOK Financial Securities, Inc., (the "Underwriter''), hereby offers to enter into this Purchase Agreement with Calumet County, Wisconsin (the "County") for the purchase by the Underwriter and sale by the County, of your $2,945,000 General Obligation Promissory Notes (the "Notes"). This offer is made subject to acceptance by the County on November 5, 2018. Upon closing of the issuance of the Notes, the County will receive funds totaling $2,945,573.22, which represents the principal amount of the Notes, plus reoffering premium of $57,609.15, less the Underwriter's compensation of $13,105.25, and Underwriter's expenses of $2,305.68, and other expenses in the amount

• f $41,625 to be paid by the Underwriter as described in section 12 hereof. The Notes are more fully

described in the Preliminary Official Statement dated October 22, 2018, which the County has provided the Underwriter with and has "deemed final" for purposes of SEC Rule 15c2-12(b)(1 ). The Notes shall mature on the dates, in the amounts and at the rates set forth below. Interest is payable commencing June 1, 2019 and semi-annually thereafter. December 1 Amount Rate December 1 Amount Rate 2019 $1 00,000 3.50% 2024 $385,000 3.00% 2020 100,000 3.50 2025 400,000 3.00 2021 330,000 3.50 2026 470,000 3.00 2022 330,000 3.00 2027 480,000 3.00 2023 350,000 3.00 Notes maturing on December 1, 2026 and 2027 shall be subject to redemption prior to maturity, at the option

• f the County, beginning on December 1, 2025 or on any date thereafter. Said Notes 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.

Sr:curities. Insurance and advisory services

• ffered

through BOK Financial Securities. Inc

.. member F

INAA/SIPC and a

subsidiary of BOK Financial Corporation. Services may be offered ur.der our trade

• name. ilOK financial Advisors. NOT FOIC INSURED I NO BANK GUARANTEE I MAY LOSE VALUE

Establishment o'f Issue Price (a) The Underwriter agrees to assist the County in establishing the issue price of the Notes and shall execute and deliver to the County at Closing an "issue pricen or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment

• f

the Underwriter, the County and Quarles & Brady LLP ("Bond Counsel"), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Notes. All actions to be taken by the County under this section to establish the issue price of the Notes may be taken on behalf

• f the County by Wisconsin Public Finance Professionals, LLC ("WPFP"), the County's Municipal

Advisor, and any notice or report to be provided to the County may be provided to WPFP. (b) Except as otherwise set forth in Schedule 1 attached hereto, the County will treat the first price at which 10% of each maturity of the Notes (the "1 0% test") is sold to the public as the issue price of that

• maturity. At or promptly after the execution of this Note Purchase Agreement, the Underwriter shall

report to the County the price or prices at which it has sold to the public each maturity of the Notes. (c) The Underwriter confirms that it has offered the Notes to the public on or before the date of this Note Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule 1 attached hereto, except as otherwise set forth

• therein. Schedule 1 also sets forth, as of the date of this Note Purchase Agreement, the maturities, if

any, of the Notes for which the 1 0% test has not been satisfied and for which the County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the County to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Notes, the Underwriter will neither offer nor sell unsold Notes

• f

that maturity 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 (5111) business day after the sale date; or (2) the date on which the Underwriter has sold at least 1

0% of

that maturity of the Notes to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the County promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Notes to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter acknowledges that sales of any Notes to any person that is a related party to an underwriter participating in the initial sale of the Notes to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes

• f this section:

(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 Notes 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 Notes to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Notes to the public), Page 2 of6

(iii) a purchaser of any of the Notes is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) 50% more than common

• wnership 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 of execution of this Note Purchase Agreement by all parties. The Notes are being purchased subject to the following conditions at closing:

I.

The unqualified approving opinion of Quarles & Brady LLP, Milwaukee, Wisconsin, Bond Counsel, stating that the Notes have been duly authorized and executed by the County and constitute valid and binding obligations of the County. And, further stating, subject to the County's compliance with its covenants to comply with the federal tax law requirements and restrictions which apply to the Notes, under present law, interest on the Notes is excludable from the gross income of the owners thereof for federal income tax purposes, is not included as an item of tax preference in computing the federal alternative minimum tax and is includable in adjusted current earnings for purposes of the federal alternative minimum tax imposed on corporations for tax years beginning before January 1, 2018. Said

• pinion is to be accompanied by the customary non-litigation certificate concerning matters which would

affect the authority or validity or enforceability of the Notes, the resolution authorizing the issuance and sale of the Notes (the "Note Resolution"), or this Note Purchase Agreement. 2. Copies of proceedings and certifications of the County indicating that the County has validly designated the Notes to be "qualified tax-exempt obligations" pursuant to Section 265(b)(3) ofthe Internal Revenue Code of 1986, as amended, and that the County has covenanted to take all actions necessary to maintain the "qualified" and tax-exempt status of the Notes. 3. Written confirmation from S&P Global Ratings, a division of Standard & Poor's Financial Services, LLC, as to their assignment of a quality rating of "AA+" on the Notes. 4. A certificate signed by the County Board Chair and County Clerk to the effect that:

• a. the Preliminary Official Statement is as of

the date of purchase, and the Final Official Statement will be as of the date of closing, true and correct in all material respects and does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and our use of such Official Statement in offering the Notes to investors is authorized.

• b. the County's Annual Financial Report for Year Ended December 31, 2017, delivered to us present

fairly the financial position of the County as of the date indicated, said financial statements have been prepared in conformity with generally accepted accounting principles consistently applied and since December 31, 2017 there has been no material or adverse change in the financial position or results of

• perations of

the County, nor has the County incurred any material liabilities other than the

• rdinary course of business, or as set forth in or contemplated by the Official Statement.

5. The County will indemnify the Underwriter against losses, claims, damages and liabilities arising out of any incorrect statements of information contained in the Official Statement.

Page 3 of6

6. This offer is subject to the County's covenant and agreement, pursuant to the Resolution, to enter into a written undertaking, for the benefit of holders of the Notes and to assist the Underwriter in complying with SEC Rule 15c2-12 (b)(5), (the "Rule"), to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrences of certain events to the Municipal Securities Rulemaking Board. A description of the undertaking and the County's compliance with any previous undertaking in the previous five years is set forth in the Preliminary Official Statement. 7. That there shall have been no materially adverse events affecting either the legality or tax consequences of the Notes. 8. That no action by Congress, the Securities and Exchange Commission, or a court, shall have occurred which would require the registration of the Notes under the Securities Act of 1933, as amended. 9. That no material restriction not presently in force on trading in securities generally shall have been imposed.

• 10. That no banking moratorium shall have been imposed.

11 . That no inception or escalation of any war or major military hostilities or act of terrorism shall have

• ccurred which, in the judgment of

the Underwriter, substantially impairs the marketability of the Notes.

• 12. The County directs the Underwriter to act as agent, and to pay out of the costs of issuance, the

following expenses:

• a. Wisconsin Public Finance Professionals, LLC Financial Advisory Fee which includes printing and

distribution of Official Statements - $20,625

• b. S&P Global Ratings Rating Fee - $11,500
• c. Quarles & Brady LLP Bond Counsel Fee- $9,500

ACCEPTED: COUNTY BOARD OF SUPERVISORS CALUMET COUNTY, WISCONSIN BY: ________

~-

• ­

County Board Chair DATE:

______________________

__

BY: ____

~

• County Clerk

TIME: --------------------------

Page 4 of 6

Calumet County

Final Sale Results Schedule 1. $2,945,000 General Obligation Promissory Notes Final Pricing Sununary

Type of Maturity Bond

12/01/201 9 Serial Coupon 1 210112020 Serial Coupon 1 2/0112021 Serial Coupon "12/01/2022 Serial Coupon *12/01/2023 Serial Coupon *12/01/2024 Serial Coupon *12101/2025 Serial Coupon *12/01/2026 Serial Coupon *1210112027 Serial Coupon Total

Bid Information

Par Amount of Bonds Reolfering Premium

• r

(Discount) Gross Production Coupon 3.500% 3.500% 3.500'/o 3.000% 3.000% 3.000% 3.000% 3.000% 3.000'A Total Underwrite~s Discount (1.937%) Bid (1 00.019%) Total Purchase Price Bond Year Dollars Average Life Average Coupon Net Interest Cost (NIC) True Jntcn:st Cost (TIC)

• Matur1tlea aub)ecl to the hold-th•-offtr1ng·pr1ce rule

Yield

2.1 70'A 2.220'A 2.270'/o 2.31 0% 2.450'A 2.590'A 2.690'/o 2.800% 2.950'/o

Maturity Value Price

100,000.00 101.351% 100,000.00 102.530'/o 330,000.00 103.585% 330,000.00 102.642% 350,000.00 102.589% 385,000.00 102.275% 400,000.00 101.973% 470,000.00 101.268% c 480,000.00 100.314% c $2.945,000.00

YTM Call Date Call Price Dollar Price

2.822% 1?101/2025 2.960% 12/01/2025 100.000% 100.000'/o 101,351.00 102,530.00 341 ,830.50 338,71 8.60 359,061.SO 393,758.75 407,892.00 475,959.60 481,507.20 $3.002,609.15 $2,945,000.00 57,609.15 $3,002.609.

15

$(57,035.93) 2,945,573.22 $2,945,573.22 $1 7,648.17 5.993 Years 3.0370482% 3.0338002% 3.0355823%

Page 5 of 6

Exhibit A

ISSUE PRICE CERTIFICATE

Page 6 of 6

Calumet County, Wisconsin $2,945,000 General Obligation Promissory Notes, dated November 19, 2018

UNDERWRITER'S CERTIFICATE

The undersigned, on behalf of BOK Financial Securities, Inc. ("BOK"), hereby certifies as set fot1h below with respect to the sale and issuance of the above-captioned obligations (the "Notes"). l.

Sale ofthe Ge1tera/ Rule Maturities. As of the date of this Certificate, for each

Maturity of the General Rule Maturities, the first price at which at least I 0% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2.

l~titial

Offeriltg Price of the Ho/d-tlte-0/fering-Price Maturities.

(a) BOK offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Notes is attached to this cet1ificate as Schedule B. (b) BOK has agreed in writing that, (i) for each Maturity of the Hold-the-Offering- Price Maturities, it would neither otTer nor sell any of the Notes of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a patty to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold- the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Notes during the Holding Period. 3.

Deji11ed Terms.

(a) "General Rule Maturities" means those Maturities of the Notes listed in Schedule A hereto other than those identified as being subject to the hold-the-offering price rule. (b) "Hold-the-Offering-Price Maturities" means those Maturities of the Notes listed in Schedule A hereto as being subject to the hold-the-offering price rule. (c) "Holding Period" means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the sale date (November 5, 20 18), or (ii) the date on which BOK has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) "County" means Calumet County, Wisconsin.

QB\54725987 .1

(e) "Maturity" means Notes with the same credit and payment terms. Notes with different maturity dates, or Notes with the same maturity date but different stated interest rates, are treated as separate maturities. (f) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an

• Underwriter. The term "related party" for purposes of

this ce1tificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) "Sale Date" means the first day on which there is a binding contract in writing for the sale of a Maturity of the Notes. The Sale Date of the Notes is November 5, 2018. (h) "Underwriter" means (i) 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 Notes to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Notes to the Public (including a member of a selling group or a patty to a retail distribution agreement participating in the initial sale of the Notes to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents BOK's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations ther~under. BOK understands that the foregoing information will be relied upon by the County with respect to certain of the representations set forth in the Tax Exemption Certificate and compliance with the federal income tax rules affecting the Notes, and by Quarles & Brady LLP, Bond Counsel, in connection with rendering its opinion that the interest on the Notes is excluded from gross income tor federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G and other federal income tax advice that it may give to the County from time to time relating to the Notes. BOK FINANCIAL SECURITIES, INC. By:

_____________ _ __

_ Name:

• Dated: November 19, 2018
• 2-

QB\547259 8 7 .1

SCHEDULE A TO UNDERWRITER'S CERTIFICATE SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE-MATURITIES (See Attached)

QB\54725987 .1

Calumet County

Final Sale Results $2,945,000 General Obligation Promissory Notes Ji1nal Pricing Summary

Type of Maturity Bond

12101/2019 Serial Coupon 1 210112020 Serial Coupon 1210112021 Serial Coupon *12101/2022 Serial Coupon *1 210112023 Serial Coupon *1210112024 Serial O:lupon *12101120"..5 Serial O:lupon *1210112026 Serial O:lupon *1210112027 Serial Coupon Totti

Bid lnfonTBtion

Pat" Amount of

Bonds Reoffering Pn:rriumor (Discount) Gross Production

Coupon

3.500"/o 3.500"/o 3.500'/o 3.000% 3.000% 3.000% 3.000% 3.1100% 3.0000/o

Total Underwriters Discount (1.937%) Bid (100.01 . 9%) Total Purchase Price Bond Y= Dollars Average Life Average Coupon

Net Interest Cost (NIC) True Interest Cost (TIC)

• Maturtlhta subject to the hold.the-offvr1ng-prlce rule

Maturity Yield Value

2.170"/o 100,000.00 2.220% 100,000.00 2.270% 330,000.00 2.310% 330,000.00 2.450% 350,000.00 2.590% 385,000.00 2.690% 400,000.00 2.800% 470,000.00 2.950"/o 4ro.ooo.oo $2,945,000.00

Price

101.351% 102.530% 103.585% 102.642"1. 102.589% 1 02.275"/t 101.973% 101.268"/o c 1 00.314% c

YTM Call Date Call Price Dollar Price

2822% 1 210112025 100.000% 2.960% 1210112025 100.000% 101,351.00 )(!2,530.00 341,830.50 338,718.60 359,061.50 393,758.75 407,892.00 475,959.60 481,507.20 $3,002,609.15 $2,945.000.00 57,609.15 S3,002.609.15 $(57,035.93) 2,945..57322 $2.945..573.22 $17,648.1 7 5.993 Years 3.03704820/t 3.0338002% 3.0355823%

SCHEDULEB TO UNDERWRITER'S CERTIFICATE PRICING WIRE OR EQUIVALENT COMMUNICATION

QB\54725987.1

EXHIBIT B Debt Service Schedule and Irrepealable Tax Levies To be provided by Wisconsin Public Finance Professionals, LLC and incorporated into the Resolution. (See Attached)

QB\54590527.1

Calum~t

_ County

$2,945,000 General Obligation Promissory Notes- 2018 Final Sale Results $2,945,000 General Obligation Promissory Notes Final Debt Service Schedule

• Date

Principal Coupon Interest Total P+l

11119/2018

061 01/2019 48,533.33 48,533.33 121 01/2019 100.000.00 3.500% 45,500.00 145,500.00 061 01/2020 43,750.00 43,750.00 12101/2020 100,000.00 3.500% 43,750.00 143.750.00 06101/2021 42,000.00 42,000.00 1 2101/2021 330,000.00 3.500% 42.000.00 372,000.00 061 01/2022 36,225.00 36,225.00 12101/2022 330,000.00 3.000% 36,225.00 366,225.00 0610112023 31 .275.00 31.275 00 12101/2023 350,000.00 3.000% 31,275.00 381,275.00 0610112024 26,025.00 26,025.00 12101/2024 385.000.00 3.000% 26,025.00 41 I ,025.00 06/01/2025 20,250.00 20,250.00 121 0 1/2025

~0,0

. 0

3.000% 20,250.00 420,250.00 061 0 1/2026 14,250.00 14,250.00 12101/2026 470,000.00 3.000% 14,250.00 484,250.00 0610 112027 7,200.00 7,200.00 1210 112027 480,000.00 3.000% 7,200.00 487,200.00 TotAl S2,94S,OOO.OO SSJS,983.33 $3,480,983.33

Yield Statistics

Bond Year Dollars

_ Avera_!:~!-ifc

__

Avera eCo

u ~n

N~

ln teres~ ~ost

(NIC) True Interest Cost (TIC)

O ~ld _ Yield

for Arbitrage Purposes

• All Inclusive Cost (AI

C)

• IRS Form 8038

Net Interest Cost

• ---- -
• --- -

Weighted Average Maturity

201 8 G.O. Noles· $2,945. I SINGLE PURPOSE I 111 1/2018 I 12:43 PM

Wisconsin Public Finance Professionals. LLC

Fiscal Total

194,033.33 187,500.00 414,000.00 402,450.00 412,550.00 437,050.00 440,500.00 498,500.00 494,400.00

• __!1_7,648.1..?_

5.993 Years 3.0370482% 3.0338002% 3.0355823% 2.6795738% 3.0355823% 2.6663430% 5.975 Years

REGISTERED

• NO. R-

EXHIBITC (Form ofNote) UNITED STATES OF AMERICA STATE OF WISCONSIN CALUMET COUNTY GENERAL OBLIGATION PROMISSORY NOTE MATURITY DATE: ORIGINAL DATE OF ISSUE: INTEREST RATE: December 1, __ November 19,2018 % DEPOSITORY OR ITS NOMINEE NAME: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS ($ ____ ) DOLLARS $ _ _ _ CUSIP: FOR VALUE RECEIVED, Calumet 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 interpst thereon at the rate of interest per annum identified above, all subject to the prov~· · · ~t forth herein regarding redemption prior to maturity. Interest shall be payable se

t~bl

~ i\iy

00-June 1 and December 1 of each year commencing on June 1, 2019 until t ~c-aWc~

·

'principal amount is paid in full. Both the principal of and interest on this Not~

1

~r~

, p8-y,

ble to the registered owner in lawful money of the United States. Interest payable on a~ interest payment date shall be paid by wire transfer to the Depository in whose name this Note is registered on the Bond Register maintained by the County Clerk or County Treasurer (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 Note is payable as to principal upon presentation and surrender hereof at the office of the Fiscal Agent. For the prompt payment of this Note together with interest hereon as aforesaid and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the County are hereby irrevocably pledged. This Note is one of an issue of Notes aggregating the principal amount of $2,945,000, all

• f

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 .12(12), Wisconsin Statutes, for the public purpose of paying the cost of projects included the County's Outlays and Capital Improvement Program for the years 2015 through 20 19, including maintenance department projects, park property acquisition, and highway and road construction, authorized by

QB\54590527. 1

resolutions adopted on November 3, 2014 and November 5, 2018. Said resolutions are recorded in the official minutes of the County Board of Supervisors for said dates. The Notes maturing on December I, 2026 and thereafter are subject to redemption prior to maturity, at the option of the County, on December l, 2025 or on any date thereafter. Said Notes are redeemable as a whole or in part, and if in patt, 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 Notes arc redeemed prior to maturity, as long as the Notes 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 Notes of a maturity are to be called for redemption, the Notes of such maturity to be redeemed will be selected by lot. Such notice will include but not be limited to the following: the designation, date and maturities of the Notes called for redemption, CUSIP numbers, and the date of

• redemption. Any notice provided as described herein shall be conclusively presumed to

have been duly given, whether or not the registered owner receives the notice. The Notes shall cease to bear interest on the specified redemption date provided that federal or other immediately available funds sufficient for such redemptio

i \Alf·~

• n d9posit at the office of

the Depository at that time. Upon such deposit of funds foyre'd,

~ 1iption

the Notes shall no longer be deemed to be

• utstanding.

, ;- , , / It is hereby certified and reci

~

ri1

~

1 all conditions, things and acts required by law to

exist or to be done prior to and in connection with the issuance of this Note have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the County, including this Note and others issued simultaneously herewith, does not exceed any limitation imposed by law or the Constitution of the State of Wisconsin; and that a direct annual irrepealable tax has been levied sufficient to pay this Note, together with the interest thereon, when and as payable. This Note 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 Note is transferable only upon the books of the County kept for that purpose at the

• ffice of

the Fiscal Agent, only in the event that the Depository does not continue to act as depository for the Notes, and the County appoints another depository, upon surrender of the Note 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 Note 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

• 2-

QB\54590527.1

• registration. The Fiscal Agent shall not be obliged to make any transfer of the Notes (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 Notes, or (iii) with respect to any particular Note, after such Note has been called for redemption. The Fiscal Agent and County may treat and consider the Depository in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes whatsoever. The Notes are issuable solely as negotiable, fully-registered Notes without coupons in the denomination of$5,000 or any integral multiple thereof. 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

• r acquiescence in any

default hereunder. IN WITNESS WHEREOF, Calumet County, Wisconsin, by its governing body, having no official or corporate seal, has caused this Note to be executed for it and in its name by the manual or facsimile signatures of its duly qualified Chairperson and County Clerk, all as of the

• riginal date of issue specified above.
• ..,1

~(J

ME~

COUNTY, WISCONSIN / .. . \ J) (! . _.,. By: ______________________

__ '

Alice C01mors Chairperson By: ______________________

__

Beth A. Hauser County Clerk

• 3-

QIJ\54590527.1

ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) (Social Security or other Identifying Number of Assignee) the within Note and all rights thereunder and hereby irrevocably constitutes and appoints

• -,-----,.----,.----:----,------,----:----:----'Legal Representative, to transfer said Note on

the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: (e.g. Bank, Trust Company

• r Securities Firm)

(Authorized Officer)

~/'

.

. . 1 ; ~·\I <

,)

........ l

/

(Depository or Nominee Name) NOTICE: This signature must correspond with the name of the Depository or Nominee Name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.

• 4-

QB\54590527.1