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November 8, 2004
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Meeting of the Board of Supervisors in their office on East Bridge St., Elkader.
Present: Walke, Meyer, and Gibbs
Gibbs moved to re-appoint Jerry Dumke, Guttenberg to a 3-year term, ending 1-31-07 on the Upper Explorerland Regional Planning Commission. Meyer seconded and all voted aye.
Rafe Koopman, County Engineer brought three 28E agreements to the board for their approval. The cities of St. Olaf, Luana, and Volga have approved agreements, sharing Road Use Tax Funds with Clayton County, in amounts determined by the share of road maintenance each entity is responsible for. Meyer moved to approve all three agreements. Gibbs seconded and all voted aye.
The Board of Supervisors of Clayton County, Iowa, met at eh Board Room, at 11:50 o'clock a.m., on November 8, 2004. The meeting was called to order and there were present the Chairperson in the chair, and the following named Supervisors:
Present: Robert Walke, Neil Meyer, Larry Gibbs
Absent: none
The Chairperson stated that bond counsel for the County had advised that, notwithstanding the ongoing litigation challenging the validity of the River Bluff Urban Renewal Area, the Board could respond to the request of River Bluff Resort, L.L.C. that the Board proceed with the issuance of an Urban Renewal Tax Increment Revenue Bond in accordance with the Development Agreement between the County and River Bluff Resort, L.L.C., provided that certain conditions would be included in such Bond and that no approving opinion would be provided by bond counsel.
Whereupon, Supervisor Myer introduced a proposed resolution entitled: "Resolution authorizing the issuance of a $20,000,000 Urban Renewal Tax Increment Revenue Bond, pledging to the payment of the bond funds and portions of taxes created pursuant to the authority of Subsection 2 of Section 403.19 of the Code of Iowa and providing for the securing of such bond, all for urban renewal purposes of Clayton County, Iowa."
Supervisor Meyer moved that the said resolution be adopted, seconded by Supervisor Gibbs and after due consideration thereof by the Board, the Chairperson put the question on the motion for adoption of the said resolution and, the roll being called, the following named supervisors voted:
Ayes: Walke, Meyer, and Gibbs
Nays: none
Whereupon, the Chairperson declared the resolution as hereinafter set out duly adopted.
RESOLUTION #45-2004
Resolution authorizing the issuance of a $20,000,000 Urban Renewal Tax Increment Revenue Bond, pledging to the payment of the bond funds and portions of taxes created pursuant to the authority of Subsection 2 of Section 403.19 of the Code of Iowa and providing for the securing of such bond, all for urban renewal purposes of Clayton County, Iowa
WHEREAS, Clayton County, Iowa (the "County") pursuant to and in strct com;liance with all laws applicable to the County, and in particular the provisions of Chapter 403 of the Code of Iowa, has adopted an Urban Renewal Plan by resolution of the Board of Supervisors (the "Board") for the River Bluff Urban Renewal Area (the "Urban Renewal Area"); and
WHEREAS, the County entered into a development agreement (the "Development Agreement") with River Bluff Resort, L.L.C. (the "Developer"), dated June 25, 2003, pursuant to which the Developer agreed to develop an urban renewal project consisting of a golf course, hotel, water park and residential development (the "River Bluff Project"), and the County agreed to make an economic development grant to the Developer in the form of a $20,000,000 Urban Renewal Tax Increment Revenue Bond (the "Bond"), provided certain conditions set out in the Development Agreement were met; and
WHEREAS, the Development Agreement requires that certain language related to the initial use of revenues collected in the Urban Renewal Tax Revenue Fund be included in this Resolution and be shown on the face of the Bond; and
WHEREAS, the Development Agreement requires that the Bond be dated the date of its delivery to the Developer, but no interest will accrue on the Bond until the Developer presents to the County a signed agreement with a contractor for the construction of the golf course portion of the River Bluff Project; and
WHEREAS, pursuant to Section 403.9 of the Code of Iowa, the County has published a notice of the proposed action of the Board to institute proceedings for the issuance of the Bond and has held a hearing thereon and has otherwise complied with statutory requirements for the issuance of such Bond; and
WHEREAS, a lawsuit was filed in the Iowa District Court for Clayton County challenging the validity of the County's action in creating the Urban Renewal Area, and the District Court ruled in favor of the County, but the challengers have appealed to the Supreme Court of the State of Iowa; and
WHEREAS, because of the appeal, the County cannot obtain a legal opinion from bond counsel confirming the validity and enforceability of the Bond; and
WHEREAS, in spite of the unavailability of a legal opinion confirming the validity and enforceability of the Bond, the Developer has requested that the County take action to issue the Bond to the Developer; and
WHEREAS, Chapter 15A of the Code of Iowa ("Chapter 15A") declares that economic development is a public purpose for which a County may provide grants, loans, tax incentives, guarantees and other financial assistance to or for the benefit of private persons; and
WHEREAS, Chapter 15A requires that before public funds are used for grants, loans, tax incentives or other financial assistance, a Board of Supervisors must determine that a public purpose will reasonably be accomplished by the spending or use of those funds; and
WHEREAS, Chapter 15A requires that in determining whether funds should be spent, a Board of Supervisors must consider any or all of a series of factors;
NOW, THEREFORE BE IT RESOLVED by the Board of Supervisors of Clayton County, Iowa, as follows:
Section 1. Pursuant to the factors listed in Chapter 15A, the Board hereby finds that:
a) The River Bluff Project will add diversity and generate new opportunities for the Clayton County and State of Iowa economies;
b) The River Bluff Project will generate public gains and benefits, particularly in the creation of new jobs and in the expansion of tourism opportunities within the County, which are warranted in comparison to the amount of the Bond;
Section 2. The Board further finds that a public purpose will reasonably be accomplished by issuing the Bond to the Developer.
Section 3. Pursuant to and as authorized by the Constitution and laws of the State of Iowa, and particularly Section 403.9 of the Code of Iowa, the Bond is hereby authorized to be issued, to be dated the date of its delivery to the Developer. The Bond shall bear interest, shall be payable as to principal and interest, and shall have such other terms as are incorporated in the form of the Bond set out in Section 4 hereof. The County reserves the right to call and prepay any principal amount of the bond on any date, upon the County giving notice by registered or certified mail to the Registered Holder addressed to such Registered Holder at his registered address and placed in the mail not less than thirty (30) days prior to the date fixed for prepayment. The Bond shall be fully registered as to principal and interest in the name of the holder on the books of the County, such registration to be noted upon the Bond and after such registration, payment of the principal and interest thereof shall be made only to the Registered Holder.
Section 4. The Bond shall initially be issued in substantially the following form:
UNITED STATES OF AMERICA
STATE OF IOWA, CLAYTON COUNTY
URBAN RENEWAL TAX INCREMENT REVENUE BOND
(River Bluff Urban Renewal Project)
$20,000,000
RATE MATURITY DATE BOND DATE
8.0% _______________ __________,2004
THIS BOND IS NOT TRANSFERABLE UNLESS AND UNTIL THE HOLDER HAS EXECUTED AND DELIVERED TO THE REGISTRAR A CERTIFICATE OF HOLDER IN THE FORM ATTACHED TO THE BOND
BOND COUNCIL HAS NOT BEEN ISSUED AN APPROVING OPINION FOR THIS BOND
Clayton County (the "County"), in the State of Iowa, for value received, promises to pay in the manner hereinafter provided to
River Bluff Resort, L.L.C.,
a Wisconsin Limited Liability Company
or registered assigns, the principal sum of TWENTY MILLION DOLLARS, together with interest on the outstanding principal hereof at the rate shown above, from the date on which River Bluff Resort, L.L.C. presents to the Board of Supervisors of the County a signed agreement with a contractor for the construction of the golf course portion of the River Bluff Urban Renewal Project, in accordance with the provisions of the Development Agreement between the County and River Bluff Resort, L.L.C., dated June 25, 2003 (the "Development Agreement"), or from the most recent payment date on which interest has been paid, except as provisions hereinafter set forth with respect to prepayment prior to maturity may be or become applicable hereto. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.
Payments of principal and interest shall be made semiannually on each June1and December 1 (the "Payment Dates"), commencing on the first June 1 for which incremental property tax revenues are available for such purpose in the Urban Renewal Tax Revenue Fund (as defined in the Resolution referred to below), and continuing through and including maturity on the June1 which is twenty years after the first Payment Date. Each such payment shall be in an amount which represents 100% of the Incremental Property Tax Revenues (as defined in the Resolution referred to below) received by the County in the Urban Renewal Tax Revenue Fund (as defined in the Resolution referred to below) during the 6 months immediately preceding each Payment Date. To the extent that the available Incremental Property Tax Revenues are insufficient to pay accrued interest on any given Payment Date, such unpaid accrued interest shall be accumulated and shall itself bear interest at the rate of 8.0% per annum until paid.
This Bond is issued by the County pursuant to and in strict compliance with the provisions of Section 403.9 of the Code of Iowa, and all of the laws amendatory thereof and supplemental thereto, and in conformity with the resolution of the Board of Supervisors of the County duly passed on November 8, 2004 (the "Resolution"), which resolution authorized the issuance of this Bond, and to which resolution reference is hereby made for a more complete statement with respect to the source of payment of this Bond and the rights of the holders of this Bond.
This Bond is issued for the purpose of defraying a portion of the costs of carrying out an urban renewal project in the River Bluff Urban Renewal Area of the County consisting of making an economic development grant in the form of this Bond to River Bluff Resort, LLC in connection with the development of a golf course, hotel and water park, and residential housing; this Bond is not a general obligation of the County, but this Bond and any additional bonds as may be hereafter issued and outstanding from time to time ranking on a parity herewith under the conditions set forth in the Resolution, are payable solely from the income and proceeds of the Urban Renewal Tax Revenue Fund established in the Resolution, and portion of taxes to be paid into such Fund, referred to and authorized in Subsection 2 of Section 403.19 of the Code of Iowa.
Pursuant to the Development Agreement, before any Incremental Property Tax Revenues are allocated to make payments on this Bond, the County shall retain an amount of such revenues as may be generated, up to a maximum of $75,000, in order to reimburse the County for reasonable legal services, financial consulting and planning costs incurred by the County in connection with the Development Agreement, the establishment of the River Bluff Urban Renewal Area and the efforts to obtain a grant from the Vision Iowa program. All fees are subject to review by the Developer for reasonableness.
The County reserves the right to call and prepay any principal amount of this Bond at any time, upon the County giving notice by registered or certified mail to the Registered Holder addressed to such Registered Holder at his registered address and placed in the mail not less than thirty (30) days prior to the date fixed for prepayment. This Bond shall be fully registered as to principal and interest in the name of the holder on the books of the County, such registration to be noted heron and after such registration, payment of the principal and interest thereof shall be made only to the Registered Holder.
This Bond is transferable by the Registered Holder hereof in person or by his attorney duly authorized in writing at the office of the Clayton County Auditor (the "Registrar"), but only in the manner and subject to the limitations provided in the Resolution and only if the proposed transferee has executed and delivered to the Registrar a Certificate of Holder in the form attached to this Bond. The County may deem and treat the Registered Holder hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and the County shall not be affected by any other notice to the contrary.
This Bond has been issued by the County in connection with the aforementioned urban renewal project which is an urban renewal project as defined in Chapter 403 of the Code of Iowa.
AND IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions, and things required to exist, happen and be performed precedent to and in the issuance of this Bond have existed, have happened, and have been performed in due time, form and manner, as required by law, and that the issuance of this Bond does not exceed or violate any constitutional or statutory limitation or provision.
IN TESTIMONY WHEREOF, Clayton County, by its Board of Supervisors has caused this Bond to be signed by its Chairperson and attested by its County Auditor, with the seal of the County affixed all as of the 8th day of November, 2004.
The canvass of the General Election is delayed until Wednesday, November 10
Gibbs moved to approve minutes of November 3. Meyer seconded and all vote aye.
Chairman declared meeting adjourned.
Robert Walke, Chairman
Sandra J Coobs, Administrative Assistant
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