Regular Meeting

June 12, 2007

 

The Board of Supervisor met in Session on the above date with the following members present: Condon, Dencklau, Lizer, Motl and Nolting.   Absent:  None.

 

Moved by Lizer, seconded by Condon to approve minutes of June 5, 2007, regular meeting.  Motion carried unanimously.

 

Moved by Condon, seconded by Dencklau to receive and place on file Drainage Repairs in Joint Drainage District # 70 Webster & #95 Calhoun.  Motion carried unanimously.

 

A Public Hearing was held on the First Consideration of Ordinance No. 042 – Code of Ordinance readopting existing County Code and repealing certain portions therein. No written or oral objections were heard.  Moved by Dencklau, seconded by Motl to approve first consideration of Ordinance No. 042, Code of Ordinance.  Roll Call Vote:  Ayes – Lizer, Condon, Dencklau, Motl and Nolting.  Nays – None.  Motion carried unanimously.

 

Moved by Motl, seconded by Lizer to waive second consideration of Ordinance No. 042 – Code of Ordinance readopting existing County Code and repealing certain portions therein; and further to set Tuesday June 26, 2007, at 10:00 a.m. as the date and time for final public hearing on said Ordinance No. 042 – Code of Ordinance.  Motion carried unanimously.

 

Moved by Lizer, seconded by Condon to adopt the following Resolution:

 

RESOLUTION APPOINTING BANKERS TRUST COMPANY, N.A. OF DES MOINES, IOWA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND NOTE REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT

 

                WHEREAS, $720,000 General Obligation Capital Loan Notes, Series 2007, dated June 15, 2007, have been sold and action should now be taken to provided for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the notes: and

 

                WHEREEAS, this Board has deemed that the services offered by Bankers Trust Company, N.A. of Des Moines, Iowa, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered notes; and

 

                WHEREAS, a Paying Agent, Note Registrar and Transfer Agent Agreement (hereafter “Agreement”) has been prepared to be entered into between the County and Bankers Trust Company, N.A.

 

                NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WEBSTER COUNTY, IOWA:

 

                Section 1. That Bankers Trust Company, N.A. of Des Moines, Iowa, is hereby appointed to serve as Paying Agent, Note Registrar and Transfer Agent in connection with the issuance of $720,000 General Obligation Capital Loan Notes, Series 2007, dated June 15, 2007

 

                Section 2. That the Agreement with Bankers Trust Company, N.A. of Des Moines, Iowa, is hereby approved and that the Chairperson and Auditor are authorized to sign the Agreement on behalf of the County.

 

                PASSED AND APPROVED this 12th day of June, 2007.

 

s/ Greg Nolting 

Chairperson

 

 

ATTEST:

 

s/ Carol Messerly

County Auditor

 

Motion carried unanimously.

 

Moved by Lizer, seconded by Condon to adopt the following Resolutions:

 

RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $720,000 GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2007, AND LEVYING A TAX TO PAY THE NOTES

 

                WHEREAS, the Issuer is a political subdivision duly organized and existing under and by virtue of the laws and Constitution of the State of Iowa; and

 

                WHEREAS, the Issuer is in need of funds to pay costs of acquiring real property located at 108 S. 8th Street, Fort Dodge, Iowa a General County Purpose, and it is deemed necessary and advisable that a form of Loan Agreement be approved and authorized and General Obligation Capital Loan Notes, in the amount of not to exceed $500,000 be issued for such purpose; and

 

                WHEREAS, the Issuer is also in need of funds to pay costs of improvements and equipment for County buildings, including the acquisition and installation of equipment for emergency telecommunications and E-911 response services, a General County Purpose, and it is deemed necessary and advisable that a form of Loan Agreement be approved and authorized and General Obligation Capital Loan Notes, in the amount of not to exceed $220,000 be issued for such purpose; and

 

                WHEREAS, the Loan Agreement will be payable from the General Fund and will not result in the total of scheduled annual payments of principal or interest or both principal and interest of the County due from the General Fund of the County in any future year with respect to all loan agreements in force on the date of issuance of the Loan Agreement to exceed ten percent (10%) of the last certified general fund budget amount; and

 

                Whereas, pursuant to notices published as required by Sections 331.402, 331.441 AND 331.443 of the Code of Iowa, as amended, this Board has held public meetings and hearings upon the proposal to institute proceedings for the issuance of the Notes, and the Board is therefore now authorized to proceed with the issuance of the Notes, in the aggregate amount of $720,000:

 

                NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WEBSTER COUNTY, STATE OF IOWA:

 

                Section 1. Definitions.  The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise:

 

                “Authorized Denominations” shall mean $5,000 or any integral multiple thereof.

 

                “Beneficial Owner” shall mean the person in whose name such Note is recorded as the beneficial owner of a Note by a Participant on the records of such Participant or such person’s subrogee.

 

                “Cede & Co.” shall mean Cede & Co., the nominee of DTC, and any successor nominee of  DTC with respect to the Notes.

 

                “Depository Notes” shall mean the Notes as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee.

 

                “DTC” shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book-entry securities depository appointed for the Notes.

 

                “General Fund” shall mean the fund established to receive all moneys from taxes and other sources for county government purposes as provided in Section 331.427, Code of Iowa.

 

                “Issuer” and “County” shall mean Webster County, State of Iowa.

 

                “Loan Agreement” shall mean a Loan Agreement between the Issuer and a lender or lenders in substantially the form attached to and approved by this Resolution.

 

                “Note Fund” shall mean the fund required to be established by Section 4 of this Resolution.

 

                “Notes” shall mean $720,000 General Obligation Capital Loan Notes, Series 2007, authorized to be issued by this Resolution.

 

                “Participants” shall mean those broker-dealers, banks and other financial institutions for which DTC holds Notes as securities depository.

 

                “Paying Agent” Shall mean Bankers Trust Company, N.A., or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer’s agent to provide for the payment of principal of and interest on the Notes as the same shall become due.

 

                “Project” shall mean the costs of improvements and equipment for County buildings, including the acquisition and installation of equipment for emergency telecommunications and E-911 response services, and to acquire real property located at 108 s. 8th Street, Fort Dodge, Iowa.

 

                “Project Fund” shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Notes.

 

                “Rebate Fund” shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate.

 

                “Registrar” shall mean Bankers Trust Company, N.A. of Des Moines, Iowa, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Notes. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes.

 

                “Representation Letter” shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC.

               
                “Resolution” shall mean this resolution authorizing the issuance of the Notes.

 

                “Tax Exemption Certificate” shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.

 

                “Treasurer” shall mean the County Treasurer or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Notes issued hereunder.

 

                Section 2. The form of Loan Agreement in substantially the form attached to this Resolution is hereby approved and is authorized to be executed and issued on behalf of the Issuer by the Chairperson and attested by the County Auditor.

 

                Section 3. Levy and Certification of Annual Tax; Other Funds to be Used.

 

(a)     Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Notes hereinafter authorized to be issued, there shall be levied in the General Fund for each future year the following direct annual tax on all of the taxable property in Webster County, Iowa, to-wit:

 

FISCAL YEAR (JULY 1 TO JUNE 30)

                                         AMOUNT                                           YEAR OF COLLECTION       TTT      

 

                                                     $142,043 (cash on hand)                                                2007/2008

                                                         $183,710                                                                        2008/2009

                                                         $182,550                                                                        2009/2010

                                                         $181,115                                                                        2010/2011

                                                         $114,400                                                                        2011/2012

                                                                                                                                                       

(NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2006, will be collected during the fiscal year commencing July, 2007).

 

(b)     Additional County Funds Available.  Principal and interest coming due at anytime when the proceeds of such tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the County available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced.

 

Section 4. Note Fund. The tax shall be assessed and collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the County and when collected they shall be converted into a special fund within the General County, and when collected they shall be converted into a special fund within the General Fund to be known as the “GENERAL FUND CAPITAL LOAN NOTE FUND 2007” (the “Note Fund”), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Notes hereinafter authorized to be issued.

 

                Section 5. Application of Note Proceeds.  Proceeds of the Notes other than accrued interest except as may be provided below shall be credited to the Project Fund and expended only for the purposes of the Project.  Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Notes at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Accrued interest, if any, shall be deposited in the Note Fund.

 

                Section 6. Investments of Note Fund Proceeds. All moneys held in the Note Fund and the Project Fund, shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2007 (formerly Chapter 452, Code of Iowa, as amended) or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with the State Sinking Fund provided under Chapter 12C of the Code of Iowa, 2007, as amended or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Notes as herein provided.

 

                Section 7. Note Details, Execution and Redemption.

 

                (a) Note Details. General Obligation Capital Loan Notes, Series 2007, of the County in the total amount of      

                $720,000, shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to

                The provisions of Sections 331.402, 331.441 and 331.443 of the Code of Iowa, as amended, for the

aforesaid purpose.  The Notes shall be issued in one or more series and shall be on a parity and secured

equally and ratably from the sources provided in Section 3 of  this Resolution. The Notes shall be

“GENERAL OBLIGATION CAPITAL LOAN NOTE, SERIES 2007 NO. 1”, be dated June 15, 2007, and             

Bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, the interest       payable on December 1, 2007, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided.

 

The Notes shall be executed by the manual signature of the Chairperson and attested by the manual signature of the County Auditor, and impressed with the seal of the County and shall be fully registered as to both principal and interest as provided in this Resolution. Principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Note. The Notes shall be in the denomination of $5,000 or multiples thereof and shall mature and bear interest as follows:

 

                                                Interest                                  Principal                 Maturity                               

                                                   Rate                                     Amount                                 June 1st.

 

                                                3.85%                                     $115,000                   2008

                                                3.85%                                     $160,000                   2009

                                                3.90%                                     $165,000                   2010

                                                3.95%                                     $170,000                   2011

                                                4.0%                                       $110,000                   2012

 

(b)        Redemption.  Notes maturing after June 1, 2010, may be called for redemption by the Issuer and paid before maturity on such date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call.

 

                Thirty days’ notice of redemption shall be given by registered mail to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment.

 

                If selection by lot within a maturity is required, the Registrar shall designate the notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of notes to be called has been reach.

 

                Section 8. Issuance of Notes in Book-Entry Form; Replacement Notes.

 

(a)     Notwithstanding the other provisions of this Resolution Regarding registration, ownership, transfer, payment and exchange of the Notes, unless the Issuer determines to permit the exchange of Depository Notes for Notes in the Authorized Denominations, the Notes shall be issued as Depository Notes in denominations of the entire principal amount of each maturity of Notes (or, if a portion of the principal amount is prepaid, the principal amount less the prepaid amount); and such Depository Notes shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi-annual interest for any Depository Note shall be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Notes at the address indicated in or pursuant to the Representation Letter.

 

(b)     With respect to Depository Notes, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Notes, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Notes, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any amount with respect to the principal of, premium, if any, or interest on the Notes, or (iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner.

 

                The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Note for the purpose of payment of the principal of, premium, if any, and interest on such Note, for the purpose of all other matters with respect to such Note, for the purpose of registering transfers with respect to such Notes, and for all other purposes whatsoever (except for the giving of certain Noteholder consents, in accordance with the practices and procedures of DTC as may be applicable thereto).  The paying Agent shall pay all principal of, premium, if any, and interest on the Notes only to or upon the order of the Noteholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of, premium, if any, and interest on the Notes to the extent so paid.  Notwithstanding the provisions of the Resolution to the contrary (including without limitation those provisions relating to surrender of Notes, registration thereof, and issuance in Authorized Denominations), as long as the Notes are Depository Notes, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith.

 

(c)     Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Notes are no longer eligible for its depository services or (iii) a determination by the Paying Agent the DTC has resigned or discontinued its services for the Notes, if such substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Notes for replacement Notes in Authorized Denominations. 

 

      (d)   To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Notes

              for Notes in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide

                the Registrar with a supply of executed unauthenticated Notes to be so exchanged. The Registrar shall

                thereupon notify the owners of the Notes and provide for such exchange, and to the extent that the

                Beneficial Owners are designated as the transferee by the owners the Notes will be delivered in appropriate

               form, content and Authorized Denominations to the Beneficial Owners, as their interests appear.

 

(e)   Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such              

substitute depository shall be a qualified and registered “clearing agency” as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Notes, (ii) registration and transfer of interests in Depository Notes by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Notes in accordance with and  as such interests may appear with respect to such book entries.

                   

(f)      The execution and delivery of the Representation Letter to DTC by the Issuer, in the form presented at this

Meeting with such changes, omissions, insertions and revisions as the County Auditor shall deem advisable is hereby authorized and execution of the Representation Letter by the County Auditor shall be conclusive evidence of such approval. The Representation Letter shall set forth certain matters with respect to, among other things, notices, consents and approvals by Noteholders and payments on the Notes.

 

Section 9. Registration of Notes; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation.

 

(a)     Registration. The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Notes, and in no other way.  Bankers Trust Company, N.A. is hereby appointed as Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution.

 

(b)     Transfer.  The ownership of any Note may be transferred only upon the Registration Books kept for the

registration and transfer Notes and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees).  In the event that the address of the registered owner of a Note (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above.  Upon the transfer of any such Note, a new fully registered Note, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Note, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar.

                             

(c)     Registration of Transferred Notes.  In all cases of the transfer of the Notes, the Registrar shall register,

At the earliest practicable time, on the Registration Books, the Notes, in accordance with the provisions of this Resolution.

 

(d)     Ownership.  As to any Note, the person in whose name the ownership of the same shall be registered

On the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Notes and the Premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative.  All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid.

 

(e)     Cancellation.  All Notes which have been redeemed shall not be reissued but shall be cancelled by the

Registrar.  All Notes which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Notes to the Issuer.

 

(f)      Non-Presentment of Notes.  In the event any payment check representing payment of principal of or

Interest on the Notes is returned to the Paying Agent or if any note is not presented for payment of  principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Notes shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Notes who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Notes.  The Paying Agent’s obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due,  whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Notes of  whatever nature shall be made upon the Issuer.

 

(g)     Registration and Transfer Fees.  The Registrar may furnish to each owner, at the Issuer’s expense, one

Note for each annual maturity. The Registrar shall furnish additional Notes in lesser denominations (but not less than the minimum denomination) to an owner who so requests.

             

              Section 10.  Reissuance of Mutilated, Destroyed, Stolen or Lost Notes.   In case any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith.

 

               Section 11.  Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Note, shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Note to the Paying Agent.

 

                Section 12.  Execution, Authentication and Delivery of the Notes.  The Chairperson and Auditor shall execute and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver the same to or upon order of the Purchaser. No Note shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution.

 

              No Notes shall be authenticated and delivered by the Registrar, unless and until there shall have been provided the  following :

 

1.        A certified copy of the resolution of Issuer approving the execution of a Loan Agreement and a copy of the Loan

Agreement;

 

2.    A written order of Issuer signed by the County Treasurer directing the authentication and delivery of the Notes to or upon the order of the Purchaser upon payment of the purchase price as set forth therein;

 

3.    The approving opinion of Ahlers & Cooney, P.C.,  Bond Counsel, concerning the validity and legality of all the Notes proposed to be issued.

 

              Section 13.  Right to Name Substitute Paying Agent or Registrar.  Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered noteholder.

 

              Section 14. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows:  (See original documents)

 

              Section 15. Contract Between Issuer and Purchaser.  This Resolution shall constitute a contract between the County and the purchaser of the Notes.

 

              Section 16.  Non-Arbitrage Covenants.  The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder which will cause any of the Notes to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the term of the Notes it will comply with the requirements of such statute and regulations issued thereunder.

 

              To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are by incorporated by reference as part of this Resolution.  The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Notes to certify as to the reasonable expectations and covenants of the Issuer at that date.

 

              Section 17. Severability Clause.  If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval.  For purpose of this Section, “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal income tax purposes.

 

              Section 18.  Additional Covenants, Representations and Warranties of the Issuer.  The Issuer certifies and covenants with the purchasers and holders of the Notes from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Notes; (c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Notes; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance.

                Section 19. Amendment of Resolution to Maintain Tax Exemption.  This Resolution may be amended without the consent of any owner of the Notes if, in the opinion of bond counsel, such amendment is necessary to maintain tax exemption with respect to the Notes under applicable Federal law or regulations.

 

                Section 20.  Qualified Tax-Exempt Obligations.  For the sole purpose of qualifying the Notes as “Qualified Tax Exempt Obligations” pursuant to the Internal Revenue Code of the United States, the Issuer designates the Notes as qualified tax-exempt obligations and represents that the reasonably anticipated amount of tax exempt governmental and Code Section 501 (c) 3 obligations which will be issued during the current calendar year will not exceed Ten (10) Million Dollars.

 

                Section 21. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed.

 

                PASSED AND APPROVED this 11th day of June, 2007

 

              s/Greg Nolting

              Chairperson

             

              ATTEST:

 

              s/Carol Messerly

              County Auditor

               

 Motion carried unanimously.

 

Moved by Condon, seconded by Dencklau to approve salary increases for Nicole Summers, Jailer to $11.65 per hour, effective June 11, 2007;  Tim Thoma, Jailer to $11.65 per hour, effective June 19,  2007; and Adam Schmit, Jailer to $11.65 per hour, effective June 19, 2007.  Motion carried unanimously.

 

Moved by Dencklau, seconded by Motl to receive and place on file resignation/retirement of Mary Condon, Sheriff Office Clerk , effective July 5, 2007 and Webster County Sheriff Lieutenant Ralph (Dana) Wilson, effective June 29, 2007.  Motion carried unanimously.

 

Moved by Motl, seconded by Lizer to approve employment of Lori Schmidt, Sheriff’s Office Civil Clerk, at the rate of $8.54 per hour, effective June 4, 2007.  Motion carried unanimously.

 

Moved by Lizer, seconded by Condon to receive and place on file resignation of Tracy Hawley, Clerk in Motor Vehicle Department, effective June 15, 2007.  Motion carried unanimously.

 

Moved by Condon, seconded by Dencklau to approve amended Job Description for Irene Blair, Community Services Administrator.  (Copy on file in Auditor’s office).  Motion carried unanimously.

 

Moved by Dencklau, seconded by Motl to approve and authorize Chair to sign the following MH/DD Provider Contracts:  North Central Iowa Mental Health Center, Mosaic, Inc., Exceptional Opportunities and Humboldt Workshop.  Motion carried unanimously.

 

Moved by Motl, seconded by Lizer to approve and authorize Chair to sign resolution that temporarily closes Hayes Avenue between 175th and 185th Streets in Sections 7, 8, 17 and 18 Douglas Township to allow Wright Tree Service to cut trees for MidAmerican Energy’s new overhead electric service line.  Motion carried unanimously.

 

Moved by Lizer, seconded by Condon to approve and authorize Chair to sign utility permit application from Prairie Energy to replace outdated overhead electric lines with new poles, conductors, and anchors along 190th Street and Xavier Avenue in Sections 13, 14, 15, 22, and 23, Colfax Township.  (Copy on file in Engineer’s office).  Motion carried unanimously.

 

Moved by Condon, seconded by Dencklau to approve and authorize Chair to sign utility permit from MidAmerican Energy to install a new overhead single-phase electric line to new home at 2146 Hayes Avenue in Section 32, Douglas Township.  (Copy on file in Engineer’s office).  Motion carried unanimously.

 

Moved by Dencklau, seconded by Motl to allow claims.  Motion carried unanimously.

 

Moved by Motl, seconded by Lizer the meeting adjourned.  Motion carried unanimously.