Clayton County, Iowa - Board of Supervisors Minutes

Meeting of the Board of Supervisors in their office on East Bridge St., Elkader.

The first public hearing was held on a request from Bill Burke for approval of a preliminary plat for Breezy Point II, approximately 109.28 acre, as Subdivision of Lot 98, Part of Lot 99, Part of Lot 132, and Part of Lot 133 of the Basil Giard Claim Number One and part of the East 1/2 of Section 20 and the West 1/2 of Section 21, T95N, R2W, also including Lots 27, 28, 30, 31, 33, and 34 of Breezy Pointe SD. No objectors appeared. Gibbs moved to accept the Planning and Zoning Commission's recommendation, approving the preliminary plat, subject to Item E - utility issues, road width and road names, which shall be addressed. Meyer seconded and all vote aye.

The first public hearing was held on a request from applicants R.D. Witter Farm Corp., Danny and Lynette Sander, James and Margaret Schultz, Carlton and June Witter and River Bluff Resort, LLC, for property described as: Approximately 17.55 acres located in Part of the South Half of Section 30, and the North half of Section 31, all in T95N R3W, Mendon Township, Clayton County, Iowa. Applicants requested a change in zoning classification from the present A-1 (Agricultural) to the proposed zoning classification of R-2 (Residential Multifamily Dwelling). No objections were received. Meyer moved to follow Planning and Zoning Commission's recommendation and approve the zoning change, as requested. Gibbs seconded and all voted aye.

The Board of Supervisors of Clayton County, Iowa, met on December 15, 2004 at 2:00 o'clock p.m., at the Board of Supervisors' office, Clayton County Courthouse, Elkader, Iowa, pursuant to prior action of the Board and to law, for the purpose of conducting a hearing on considering bids received for the purchase of $2,950,000 General Obligation County Jail Bonds and considering and passing a resolution providing for the award and issuance of such bonds and for the transaction of such other business as may come before the meeting. The meeting was called to order by the Chairperson, and the roll being called, the following names Supervisors were present and absent:

This being the time and place fixed in the published Notice of Sale for the consideration of proposals for the purchase of the County's $2,950,000 General Obligation County Jail Bonds, the Chairperson announced that sealed bids had been received and canvassed on behalf of the County at the time and place fixed thereof in the published notice of sale.

Whereupon, the results of the bids were then read and the substance of such sealed bids was noted in the minutes, as follows:

Bankers Bank, Madison, WI & Central State Bank, Elkader, IA & Valley State Bank, Guttenberg, IA & Luana Savings Bank, Luana, IA

Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate
2006	2.500%	2011	3.250%	2016	3.800%
2007	2.500%	2012	3.400%	2017	3.900%
2008	3.000%	2013	3.500%	2018	4.000%
2009	3.000%	2014	3.600%	2019	4.100%
2010	3.250%	2015	3.700%	2020	4.200%

Purchase Price	2,950,000
Net Interest Cost	1,010,100.83
True Interest Cost	3.73680

UMB Bank NA, Kansas City, MO & Luana Savings Bank, Luana, IA & Security State Bank, Guttenberg, IA

Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate
2006	4.500%	2011	3.100%	2016	3.800%
2007	4.500%	2012	3.250%	2017	3.900%
2008	4.300%	2013	3.400%	2018	4.000%
2009	4.250%	2014	3.600%	2019	4.100%
2010	4.250%	2015	3.700%	2020	4.150%

Purchase Price	2,950,000
Net Interest Cost	1,038,898.33
True Interest Cost	3.86116

Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate
2006	3.750%	2011	3.700%	2016	3.800%
2007	3.750%	2012	3.750%	2017	3.900%
2008	3.625%	2013	3.750%	2018	4.000%
2009	3.500%	2014	3.750%	2019	4.050%
2010	3.700%	2015	3.750%	2020	4.150%

Purchase Price	2,950,307.20
Net Interest Cost	1,042,153.63
True Interest Cost	3.86940

Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate
2006	3.375%	2011	3.500%	2016	4.000%
2007	3.375%	2012	3.750%	2017	4.000%
2008	3.375%	2013	3.750%	2018	4.000%
2009	3.375%	2014	3.750%	2019	4.000%
2010	3.500%	2015	4.000%	2020	4.150%

Purchase Price	2,950,114.25
Net Interest Cost	1,045,296.58
True Interest Cost	3.87754

Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate
2006	2.500%	2011	5.000%	2016	3.800%
2007	2.750%	2012	3.300%	2017	3.900%
2008	2.875%	2013	3.400%	2018	4.000%
2009	3.200%	2014	3.625%	2019	4.100%
2010	5.000%	2015	3.700%	2020	4.200%

Purchase Price	2,950,145.05
Net Interest Cost	1,045,972.45
True Interest Cost	3.88269

Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate	Bonds Due May-1	Interest Rate
2006	5.000%	2011	3.200%	2016	3.900%
2007	4.750%	2012	3.400%	2017	4.000%
2008	4.000%	2013	3.500%	2018	4.100%
2009	3.750%	2014	3.600%	2019	4.200%
2010	3.500%	2015	3.750%	2020	4.300%

Purchase Price	2,950,000
Net Interest Cost	1,052,015
True Interest Cost	3.90350

Supervisor Neil Meyer introduced and moved the adoption of the resolution next hereinafter set out, seconded by Supervisor Larry Gibbs. After due consideration, the Chairperson put the question on the motion and the roll being called, the following named Supervisors voted:

Whereupon the Chairperson declared the resolution duly adopted, as hereinafter set out.

Resolution providing for the award and issuance of $2,950,000 General Obligation County Jail Bonds and providing for the levy of taxes to pay the same.

WHEREAS, the Board of Supervisors (the "Board") of Clayton County, Iowa, (the "County") has called a special County election to vote on the question of issuing $2,950,000 General Obligation County Jail Bonds (the "Bonds") to provide funds to pay costs of constructing, furnishing and equipping a new County Jail, at which election the proposition was adopted by a vote in favor equal to at least 50% of the total votes cast for and against the proposition and the County may now proceed with the issuance of the Bonds; and

WHEREAS, Notice of Sale of the Bonds was heretofore given in strict compliance with the provisions of Chapter 75 of the Code of Iowa; and

WHEREAS, sealed bids for the purchase of the Bonds were received and canvassed on behalf of the County at the time and place fixed therefore in the published Notice of Sale and the substance of such sealed bids noted in the minutes; and

WHEREAS, upon final consideration of all bids received for the purchase of the Bonds, the bid of Bankers Bank, Madison, WI is the best, such bid proposing the losest interest cost to the County;

NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Clayton County, Iowa as follows:

Section 1. The bid referred to in the preamble hereof is herby accepted, and the Bonds, maturing on May 1 in each of the years, in the respective principal amounts and bearing interest at the respective rates, as follows:

are hereby awarded and authorized to be issued to the said bidder at the price specified in such bid, together with accrued interest.

Section 2. The form of agreement of sale of the Bonds is herby approved, and the Chairperson and County Auditor are hereby authorized to accept and execute the same for and on behalf of the County and to affix the County seal thereto.

Section 3. The Bonds shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be dated January 1, 2005, and shall become due and payable and bear interest as set forth in Section 1 hereof.

Bankers Trust Company, N.A., Des Moines, Iowa, is hereby designated as the Bond Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the "Bond Registrar" or the "Paying Agent".

The County reserves the right to call and redeem part or all of the Bonds maturing in each of the years 2012 to 2020, inclusive, prior to and in any order of maturity on May 1, 2011, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by the Bond Registrar by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Bond in a denomination of more than $5,000 is to be redeemed, the Bond Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall be mailed by certified mail to the registered owners thereof at the addresses shown on the County's registration books not less than 30 nor more than 60 days prior to such redemption date. All of such Bonds as to which the County reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date.

All of the interest on the Bonds shall be payable semiannually on the first day of May and November in each year, commencing November 1, 2005. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Bonds shall be made to the registered owners appearing on the bond registration books of the County at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid by check or draft mailed to the registered owners at the addresses shown on such registration books. Principal of the Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Bond or Bonds at the office of the Paying Agent.

The County hereby pledges the faith, credit, revenues and resources and all of the real and personal property of the County for the full and prompt payment of the principal of the interest on the Bonds.

The Bonds shall be executed on behalf of the County with the official manual or facsimile signature of the Chairperson and attested with the official manual or facsimile signature of the County Auditor and shall have the County's seal impressed or printed thereon, and shall be fully registered without interest coupons. In case any officer whose signature or the facsimile of whose signature appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery.

The Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the County kept by the Bond Registrar, and after such registration payment of the principal thereof and interest thereon shall be made to the registered owners, their legal representatives or assigns. Each Bond shall be transferable only upon the registration books of the County upon presentation to the Bond Registrar, together with either a written instrument of transfer satisfactory to the Bond Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner.

The record and identity of the owners of the Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa.

The Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Bond Registrar.

Section 4. Notwithstanding anything above to the contrary, the Bonds shall be issued initially as Depository Bonds, with one fully registered Bond for each maturity date in principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Bonds shall be deposited with DTC for the purpose of maintaining a book-entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Bonds or the County determines not to continue the book-entry system for recording ownership interests in the Bonds with DTC, the County will discontinue the book-entry system with DTC. If the County does not select another qualified securities depository to replace DTC (or a successor depository) in order to continue a book-entry system, the County will register and deliver replacement bonds in the form of fully registered certificates, in authorized denominations of $5,000 or integral multiples of $5,000, in accordance with instructions from Cede & Co., as nominee for DTC. In the event that the County identifies a qualified securities depository to replace DTC, the County will register and deliver replacement bonds, fully registered in the name of such depository, or its nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book-entry system for recording ownership interests in the Bonds.

Ownership interest in the Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Bonds as nominees will not receive certificated Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the County to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments.

The County will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees.

As used herein, the term "Beneficial Owner" shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Bonds.

DTC will receive payments from the County, to be reemitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Bonds ill be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book-entry system kept by DTC.

When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by stature, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are give, they shall be sent by the County to DTC, and DTC hall forward (or cause to be forwarded) the notices to the Participants so that the Participants can forward the same to the Beneficial Owners.

Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the Bonds acquired. Transfers of ownership interests in the Bonds will be accomplished by book entries made by DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except as specifically provided herin. Interest and principal will be paid when due by the County to DTC, then paid by DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners.

Clayton County (the "County"), Iowa, for value received, promises to pay on the maturity date of this Bond to _________________ or registered assigns, the principal sum of _________________ DOLLARS in lawful money of the United States of America upon presentation and surrender of this Bond at the office of Bankers Trust Company, N.A., Des Moines, Iowa (hereinafter referred to as the "Bond Registrar" or the "Paying Agent"), with interest on said sum, until, paid, at the rate per annum specified above from the date of this Bond, or from the most recent interest payment date on which interest has been paid, on May 1 and November 1 of each year, commencing November 1, 2005 except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Interest on this Bond is payable to the registered owner appearing on the registration books of the County at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid by check or draft mailed to the registered owner at the address shown on such registration books. Interest shall be calculated on the basis of a 360-day year compromised of twelve 30-day months.

This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Bond Registrar.

This Bond is one of a duly authorized series of bonds (the "Bonds") issued by the County pursuant to and in strict compliance with the provisions of Chapter 331 and Chapter 76 of the code of Iowa, 2003, and all laws amendatory thereof and supplementary thereto, and in conformity with a resolution of the County Board of Supervisors duly passed, approved and recorded for the purpose of defraying the cost of contracting, furnishing and equipping a new County Jail.

The County reserves the right to call and redeem part or all of the Bonds maturing in each of the years 2012 to 2020, inclusive, prior to and in any order of maturity on May 1, 2011, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of nay like maturity are to be redeemed, the particular part of the Bonds to be redeemed shall be selected by the Bond Registrar by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Bond in a denomination of more than $5,000 is to be redeemed, the Bond Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Bond of Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds, (or portion thereof) to be redeemed shall be mailed by certified mail to the registered owners thereof at the addresses shown on the County's registration books not less than 30 nor more than 60 days prior to such redemption date. All of such Bonds as to which the County reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date.

This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the County in the office of the Bond Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of the Bond to the Bond Registrar, together with either a written instrument of transfer satisfactory to the Bond Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner.

The County, the Bond Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the County, the Bond Registrar and the Paying Agent shall not be affected by any notice to the contrary.

And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the County for the payment of the principal of an interest on this Bond as the same will respectively become due; that the faith, credit, revenues and resources and all the real and personal property of the County are irrevocably pledged for the prompt payment hereof, both principal and interest; and that the total indebtedness of the County, including this Bond, does not exceed any constitutional or statutory limitations.

IN TESTIMONY WHEREOF, Clayton County, Iowa, by its Board of Supervisors, has caused this Bond to be sealed with the facsimile of its official seal, to be executed with the duly authorized facsimile signature of its Chairperson and attested with the duly authorized facsimile signature of its County Auditor, all the first day of January, 2005.

(On each Bond there shall be a registration dateline and a Certificate of Authentication of the Bond Registrar in the following form):

The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations:

For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Bond to __________________________________________________

____________________________________________________________________________________

And does hereby irrevocably appoint _____________________________, Attorney, to transfer this Bond on the books kept for registration thereof with full power of substitution.

____________________________________________________________________________________

(Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.)

Section 6. The Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible and thereupon they shall be delivered to the Bond Registrar for registration, authentication and delivery to the purchaser, as determined by the Board, upon receipt of the purchase price thereof, with accrued interest therein, and all action heretofore taken in connection with the sale and award of the Bonds is hereby ratified and confirmed in all respects.

Section 7. As required by Chapter 76 of the Code of Iowa, and for the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the interest on the Bonds as it falls due, and also to pay and discharge the principal thereof at maturity, there is hereby ordered levied on all the taxable property in the County in each of the years while the Bonds or any of them are outstanding, a tax sufficient for that purpose, and in furtherance of this provision, but not in limitation thereof, there be and there is hereby levied on all the taxable property in the County the following direct annual tax for collection in each of the following fiscal years, to-wit:

Section 8. A certified copy of this resolution shall be filed with the County Auditor, and said Auditor is hereby instructed to enter for collection and assess the tax hereby authorized. When annually entering such taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the County and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the County and set aside therein as a special account to be used solely and only for the payment of the principal of and interest on the Bonds hereby authorized and for no other purpose whatsoever. Any amount received by the County as accrued interest on the Bonds shall be deposited into such special account and used to pay interest due on the Bonds on the first interest payment date.

Section 9. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds in the sum thus advanced.

Section 10. It is the intention of the County that interest on the Bonds be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof, the County covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Bonds will remain excluded from gross income for federal income tsax purposes. Any and all of the officers of the County are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained.

The County hereby designates the Bonds as "Qualified Tax Exempt Obligations" as that term is used in Section 265(b)(3)(B) of the Internal Revenue Code.

The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12)(the "Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for such securities, it has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the holders of such securities to provide certain disclosure information to prescribed information repositories on a continuing basis so long as such securities are outstanding.

On the date of issuance and delivery of the Series 2004C Bonds, the County will execute and deliver a Continuing Disclosure Certificate pursuant to which the County will undertake to comply with the Rule. The County covenants and agrees that it will comply with and carry out the provisions of the Continuing Disclosure Certificate. Any and all of the officers of the County are hereby authorized and directed to take any and all actions as may be necessary to comply with the Rule and the Continuing Disclosure Certificate.

Section 12. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict.

At the conclusion of the meeting, and upon motion and vote, the Board adjourned.