Clayton County, Iowa - Board of Supervisors Minutes

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October 9, 2006

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Meeting of the Board of Supervisors at their office, 200 E. Bridge St., Elkader, IA.

Present: Robert Walke, Neil Meyer, Larry Gibbs

A meeting of the Board of Supervisors of Clayton County, Iowa, was held on October 9, 2006, at 10 o’clock a.m. at the Board Office, Elkader, Iowa.

The meeting was called to order by the Chairperson, and the roll was called showing the following Supervisors present and absent:

Present: Robert Walke, Neil Meyer, Larry Gibbs

Absent: None.

This being the time and place specified for taking action on the proposal to enter into a General Obligation Sewer Improvement Loan and Disbursement Agreement, the County Auditor announced that no written objections had been placed on file. Whereupon, the Chairperson called for any written or oral objections, and there were none. Whereupon the Chairperson declared the hearing closed.

After due consideration and discussion, Supervisor Meyer introduced the following resolution and moved its adoption, seconded by Supervisor Walke. The Chairperson put the question upon the adoption of said resolution, and the roll being called, the following named Supervisors voted:

Ayes: Walke, Meyer, Gibbs

Nays: None

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

RESOLUTION NO. 33-2006

Resolution taking additional action with respect to a General Obligation Sewer Improvement Loan and Disbursement Agreement; and authorizing, approving and securing the payment of a $31,000 Interim Loan and Disbursement Agreement (Project Note) pursuant to Section 76.13 of the Code of Iowa

WHEREAS, the Board of Supervisors (the “Board”) of Clayton County, Iowa (the “County”), has heretofore proposed to enter into a General Obligation Sewer Improvement Loan and Disbursement Agreement (the “Agreement”) with the Iowa Finance Authority (the “Lender”) in a principal amount not to exceed $31,000 pursuant to the provisions of Section 331.402 of the Code of Iowa and to issue General Obligation Sewer Improvement Bonds (the “Bonds”) in evidence thereof for the purpose of paying the cost, to that extent, of constructing improvements to certain sanitary sewer treatment facilities for the county jail and the county care center (the “Project”), and has published notice of the proposed action and has held a hearing thereon; and

WHEREAS, pursuant to the provisions of Section 76.13 of the Code of Iowa, the County has authority to issue project notes for the Project in anticipation of the receipt of the proceeds from the Agreement; and

WHEREAS, in order to pay authorized costs in connection with the planning and designing of the Project at this time it is necessary to authorize and issue a project note in substantially the same form as set forth in Section 3 of this resolution (the “Project Note”);

NOW, THEREFORE, Be It Resolved by the Board of Supervisors of Clayton County, Iowa, as follows:

Section 1. The County hereby covenants for the benefit of the Lender and all who may at any time be the holder of the Project Note to enter into the Agreement and to issue and deliver the Bonds prior to the Maturity Date, as defined in the Project Note and declares that this resolution constitutes the “additional action” required by Section 331.402 of the Code of Iowa. The Bonds are hereby ordered to be issued at such time as the County enters into the Agreement.

Section 2. The Project Note in the principal amount of $31,000 is hereby authorized to be issued to the Lender. The Project Note shall be dated as of the date of closing, shall mature as set forth in the Project Note, and shall bear interest at the rate of 0% per annum.

The Project Note shall be executed on behalf of the County with the official manual or facsimile signature of the Chairperson of the Board 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 a fully registered instrument without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Project Note shall cease to be such officer before the delivery of the Project Note, 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 County Auditor is hereby designated as the Registrar and Paying Agent for the Project Note and may be hereinafter referred to as the “Registrar” or the “Paying Agent”.

The County reserves the right to prepay principal of the Project Note in whole or in part on any date prior to the Maturity Date, as defined in the Project Note.

The Project Note shall be fully registered as to both principal and interest in the name of the owner in the records of the County kept for such purpose, after which no transfer shall be valid unless made on said records by the County Auditor, and then only upon a written instrument of transfer satisfactory to the County, duly executed by the registered owner or the duly authorized attorney for such registered owner.

The County shall maintain as confidential the record of identity of owners of the Project Note, as provided by Section 22.7 of the Code of Iowa.

Section 3. The Project Note shall be in substantially the following form:

(PROJECT NOTE)

INTERIM LOAN AND DISBURSEMENT AGREEMENT

This Interim Loan and Disbursement Agreement (the “Agreement”) is entered into as of ___________________, by and between Clayton County, Iowa (the “County”), and the Iowa Finance Authority, as lender (the “Lender”). The parties agree as follows:

The Lender shall loan to the County an interim amount not to exceed $31,000.
The County has adopted a resolution (the “Resolution”) authorizing and approving this Agreement pursuant to the provisions of Section 76.13 and 384.24A of the Code of Iowa, 2005, as amended, and providing for the issuance and securing the payment of this Agreement, and the Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. This Agreement and the interest thereon, if any, together with any additional obligations as may be hereafter issued and outstanding from time to time under the conditions set forth in the Resolution, shall be payable solely and only from the future proceeds of an authorized Loan and Disbursement Agreement and the corresponding issuance of General Obligation Sewer Improvement Bonds, a sufficient amount of which have been appropriated to the payment hereof.
The loan proceeds (the “Loan Proceeds”) shall be used for the purposes set forth in the Resolution and shall be made available to the County in the form of one or more periodic disbursements as provided for in this section. Prior to disbursement the County shall provide to the Lender a payment request on a form provided by the Lender and evidence that the costs for which the disbursement is requested have been incurred. Disbursements to the County will be made on or about the second and fourth Tuesday of each month. Submission of the completed information required by this section shall be made by the County not less than eight (8) days prior to the disbursement date. Funds shall be disbursed to the County at the address specified in the disbursement request in the form of a check, wire transfer or automated clearinghouse system transfer, as requested by the County.
The Agreement shall be executed and delivered to the Lender in evidence of the County’s obligation to repay the amounts payable hereunder and shall bear interest at 0%. This Agreement shall be payable as to principal in full on the date and in the total aggregate amount drawn by the County pursuant to this Agreement, shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided in the Resolution.
The County understands and agrees this Agreement may be terminated at the option of the Lender if the County has not entered into a Loan and Disbursement Agreement with the Lender pursuant to the Iowa Water Pollution Control Works and Drinking Water Facilities Financing Program within three years of the date of this Agreement (the “Maturity Date”). If the County enters into a Loan and Disbursement Agreement with the Lender pursuant to the Iowa Water Pollution Control Works and Drinking Water Facilities Financing Program within three years of the date of this Agreement, the Lender may provide for the repayment in full of this Agreement pursuant to the terms of the Loan and Disbursement Agreement executed between the County and the Lender under the Iowa Water Pollution Control Works and Drinking Water Facilities Financing Program.
This Agreement is executed pursuant to the provisions of Sections 76.13 and 384.24A of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statute.
This Agreement may be amended, supplemented or modified as agreed to in writing by both the County and the Lender.

In the event of any inconsistency or conflict between the terms and conditions of the Resolution and this Agreement, the parties acknowledge and agree that the terms of this Agreement shall take precedence over any such terms of the Resolution.

IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written.

CLAYTON COUNTY, IOWA

By:
Chairperson

Attest:

County Auditor

(Seal)

IOWA FINANCE AUTHORITY

By
Bret L. Mills, Executive Director

Section 4. The Project Note shall be executed as herein provided as soon after the adoption of this resolution as may be possible and thereupon shall be delivered to the Registrar for registration and delivery to the Purchaser, upon receipt of the Project Note proceeds.

Section 5. The loan proceeds (the “Loan Proceeds”) anticipated to be received from entering into the Loan and Disbursement Agreement and issuing the Bonds are hereby appropriated to the payment of the Project Note and may also be appropriated to the payment of other obligations issued to pay costs of the Project.

At its sole discretion, the Board may appropriate to the payment of the Project Note proceeds to be received from state or federal grants and/or income or revenues from sources to be received and expended for the Project during the period of Project construction.

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 and interest on the Project Note.

Section 6. Upon a breach or default of a term of the Project Note or any Parity Obligations and this resolution, a proceeding may be brought in law or in equity by suit, action or mandamus to enforce and compel performance of the duties required under the terms of this resolution and Section 76.13 of the Code of Iowa.

Section 7. The County reserves the right to issue additional obligations (the “Parity Obligations”) payable from the Loan proceeds, and ranking on a parity with the Project Note. The Project Note or any Parity Obligations shall not be entitled to priority or preference one over the other in the application of the Loan Proceeds regardless of the time or times of the issuance of such Project Note or Parity Obligations, it being the intention of the County that there shall be no priority among the Project Note or Parity Obligations, regardless of the fact that they may have been actually issued and delivered at different times.

Section 8. The provisions of this resolution shall constitute a contract between the County and the owners of the Project Note and Parity Obligations as may from time to time be outstanding, and after the issuance of the Project Note, no change, variation or alteration of any kind of the provisions of this resolution shall be made without prior consent of the Lender which will adversely affect the owners of the Project Note or Parity Obligations until the Project Note and Parity Obligations and the interest thereon shall have been paid in full.

Section 9. If any section, paragraph, clause or provision of this resolution shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution.

Section 10. All resolutions and orders or parts thereof in conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed.

Section 11. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law.

Motion by Walke, seconded by Meyer, to approve resolution # 34-2006 regarding authorizing the expenditure of funds to be applied for improvements to the sanitary sewer system for Scenic Acres. Ayes: Walke, Meyer, Gibbs

RESOLUTION 34-2006

A RESOLUTION OF THE CLAYTON COUNTY BOARD OF SUPERVISORS, ELKADER, IOWA authorizing the expenditure of funds to be applied for improvements to the sanitary sewer system for Scenic Acres.

WHEREAS, the Clayton County Board of Supervisors will submit a Community Development Block Grant application to the Iowa Department of Economic Development, and

WHEREAS, the Clayton County Board of Supervisors will submit a State Revolving Fund (SRF) loan application to the Iowa Department of Natural Resources (IDNR), and

WHEREAS, the Iowa Department of Economic Development and the Iowa Department of Natural Resources is requiring counties that provide funds for local effort pass a resolution authorizing such expenditure, pending approval of the application, and

WHEREAS, the Clayton County Board of Supervisors recognizes the benefits that would result from the approval of a Community Development Block Grant application.

NOW, THEREFORE, BE IT RESOLVED, that the Clayton County Board of Supervisors authorizes:

The expenditure of $160,183 to be applied to the Community Development Block Grant application pending approval of the application. This $160,183 will come from a State Revolving Fund (SRF) loan that will be paid back over time from the general revenue fund.
The Chairperson and County Auditor as authorized representatives for the Clayton County Board of Supervisors.

The board selected evaluation criteria of the RFQ for the engineering selection process for the waste water treatment project at Scenic Acres.

The board approved two FEMA flood buyout claims.

Motion by Meyer, seconded by Walke, to approve the quarterly report of fees of the Auditor, Recorder and Sheriff. Ayes: Walke, Meyer, Gibbs

Larry Gibbs, Chairman

Dennis Freitag, Chairman