Minutes - 12/1/1998

DECEMBER 1, 1998 - TWENTY-FIRST MEETING OF THE BOARD OF SUPERVISORS
The Board of Supervisors met on Tuesday, December 1, 1998 at 9:00 A.M. Board members present were Batcheller, Boykin, Burnight, Clausen, and Welte. Staff members present were Nancy Hodge, Board Administrative Coordinator, Ann Long, Assistant County Attorney and Patrick F. Gill, County Auditor/Board Secretary.

The Claims were approved as presented.

Meeting called to order.

Motion by Burnight second by Boykin to approve the Regular Board Minutes of November 24, 1998 as submitted. Carried 5-0.

Motion by Batcheller second by Boykin to approve the Executive Session #1 of November 24, 1998 as submitted. Carried 5-0.

Motion by Boykin second by Burnight to approve the Executive Session #2 of November 24, 1998 as submitted. Carried 5-0.

Motion by Board second by Clausen to approve the Executive Session #3 of November 24, 1998 as submitted. Carried 5-0.

Motion by Burnight second by Boykin to approve the Executive Session #4 of November 24, 1998 as submitted. Carried 5-0.

The Board approved the reclassification of April A. Nelson, Legal Secretary III, County Attorney, @$11.58 effective 12/04/98. Per AFSCME Courthouse Contract agreement, from Grade 6, Step 2 to Grade 6, Step 3. Copy filed.

The Board approved the appointment of Susan K. Conway, Real Estate Clerk II, County Auditor/Recorder, @$9.07/hr., effective 12/02/98. Job Vacancy posted: 11/04/98. Entry level salary: $8.63/hr. AFSCME Grade 4/Step 2, $9.07/hr. Copy filed.

Gary Brown of Emergency Services was presented a plaque from ISAC for Honorable Mention for 1998 Innovation Award. Welte mentioned that Captain Al Haynes was the speaker at ISAC and recognized Gary for his efforts.

Nate J. Parker of the Sioux City American Indian Center spoke to the Board about work of the Indian Center and requested financial assistance for move and relocation from the Board. Boykin spoke in favor of providing assistance to this organization. This will be discussed at a later meeting.

Doris Hansen, Dierking, Lockie & Associates, P.C. was present.

Motion by Batcheller second by Clausen to sign letter of Understanding of Audit for Fiscal Year Ending June 30, 1998. Carried 4-1. Boykin nay. Copy filed.

The Public Hearing was held on Intention to issue health care facility revenue bonds, (Opportunities Unlimited Project) at 10:30 A.M.

Robert L. Vander Plaats of Opportunties Unlimited explained history of the project.

The Chairperson announced that the purpose of the meeting was to hold a public hearing on the proposal to issue not to exceed $3,000,000 aggregate principal amount of the Countys Health Care Facility Revenue Bonds (Opportunities Unlimited Project) Series 1998, pursuant to the provisions of Chapter 419, Code of Iowa, for the purpose of defraying all or a portion of the cost of (i) constructing and equipping a facility to provide clinical, rehabilitative and recreational therapies for disabled adults, and the administrative headquarters for the borrower to be located at 3439 Glen Oaks Boulevard in Sioux City, Iowa (the Project) and (ii) paying costs of issuance of the Bonds and other related costs. It is proposed that the proceeds from the sale of said bonds be loaned by the county of Woodbury, Iowa, to Opportunities Unlimited, with loan payments sufficient to pay principal of, interest and premium, if any, on such Bonds as the same fall due.

The Chairperson then asked if there was any person or persons present to express views for or against the proposal to issue said Bonds, notice of said hearing having been published as required by law. Written objections or other comments were filed by the following: None. Oral objections or other comments were made by the following: None.

Motion by Clausen second by Batcheller to approve and authorize to close the public hearing on intention to issue health care facility revenue bonds. Carried 5-0.

Motion by Batcheller second by Boykin to approve and authorize the chairman to sign the resolution authorizing the issuance of revenue bonds.

Batcheller commented that there is no financial obligation to the county.

RESOLUTION NO. 9137

RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF HEALTH CARE FACILITY REVENUE BONDS (OPPORTUNITIES UNLIMITED PROJECT) SERIES 1998 IN THE PRINCIPAL AMOUNT OF $3,000,000 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO

WHEREAS, the County of Woodbury, Iowa (the 'Issuer') is a municipal corporation organized and existing under the Constitution and laws of the State of Iowa, and is authorized and empowered by Chapter 419 of the Code of Iowa (the 'Act'), to issue revenue bonds and loan the proceeds from the sale of said bonds to one or more parties to be used to defray all or a portion of the cost of acquiring, constructing, improving and equipping a 'project', as that term is defined in the Act, including land, buildings and improvements suitable for use as a facility for an organization described in Section 501(c)(3) of the Internal Revenue Code which is exempt from federal income tax under Section 501(a) of the Internal Revenue Code (a 'Tax Exempt Organization') and to retire any existing indebtedness on a facility for a Tax Exempt Organization; and

WHEREAS, the Issuer has been requested by Opportunities Unlimited, an Iowa nonprofit corporation (the 'Borrower'), to authorize and issue its Health Care Facility Revenue Bonds pursuant to the provisions of the Act for the purpose of defraying all or a portion of the cost of (i) constructing and equipping a facility to provide clinical, rehabilitative and recreational therapies for disabled adults, and the administrative headquarters for the Borrower to be located at 3439 Glen Oaks Boulevard in Sioux City, Iowa (the 'Project') and (ii) paying costs of issuance of the Bonds and other related costs; and

WHEREAS, the proceeds from the sale of the Bonds are to be loaned by the Issuer to the Borrower pursuant to the provisions of a Loan Agreement (the 'Agreement') between the Issuer and the Borrower; and

WHEREAS, a notice of hearing on the proposal to issue not to exceed $3,000,000 aggregate principal amount of Health Care Facility Revenue Bonds (Opportunities Unlimited Project) Series 1998, of the Issuer has been published as required by law; and

WHEREAS, a public hearing has been held at the time and place as specified in said notice of hearing and any and all objections or other comments relating to such Bonds have been heard and it is deemed to be in the best interests of the Issuer that said Bonds be issued as proposed; and

WHEREAS, the Issuer proposes to sell the Bonds to Firstar Bank Iowa, N.A., Sioux City, Iowa (the 'Lender').

NOW, THEREFORE, Be It Resolved by the Board of Supervisors of the Issuer as follows:

Section 1. (A) That at the public hearing conducted by this Board of Supervisors in accordance with the provisions of Section 419.9 of the Act and Section 147(f) of the Internal Code of 1986, as amended, pursuant to published notice, all persons who appeared were given an opportunity to express their views for or against the proposal to issue said Bonds, and that it is hereby determined that any and all objections to the issuance of said Bonds are hereby overruled and this Board of Supervisors shall proceed with the necessary proceedings relating to the issuance of said Bonds.

(B) That it is hereby determined that it is necessary and advisable that the Issuer proceed with the issuance of its Health Care Facility Revenue Bonds (Opportunities Unlimited Project) Series 1998, to be issued initially as a single bond in the principal amount of $3,000,000 (the 'Bonds'), as authorized and permitted by the Act, and loan (the 'Loan') the proceeds of the sale of the Bonds to the Borrower to finance the costs of the Project.

(C) Pursuant to a Loan Agreement (the 'Loan Agreement') to be entered into between the Issuer and the Borrower, the Borrower agrees to repay the Loan in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Bond. In addition, the Loan Agreement contains provisions relating to the completion of the Project, the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the Issuer and the Borrower deem necessary or desirable for the financing of the Project. A draft of the Loan Agreement has been submitted to the Board of Supervisors for its review.

(D) Pursuant to a Pledge Agreement (the 'Pledge Agreement') to be entered into between the Issuer and the Lender, the Issuer, among other things, will grant to the Lender a security interest in all of the Issuer's rights, title and interest in and to the Loan Agreement, including, but not limited to, the right to receive Loan Repayments (as defined in the Loan Agreement). A draft of the Pledge Agreement has been submitted to the Board of Supervisors for its review.

(E) The Bonds will be a special limited obligation of the Issuer payable solely from payments derived pursuant to the Loan Agreement. The Bonds shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the Issuer be subject to any liability thereon. No holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the Issuer to pay the Bonds or the interest thereon, nor to enforce payment thereof against any property of the Issuer. The Bonds shall never constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation and shall never constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing power. A draft of the Bonds has been submitted to the Board of Supervisors for its review.

Section 2. In order to provide for the financing of the Project, the Issuer hereby authorizes the issuance of the Bonds in the principal amount of $3,000,000. The Bonds shall be in substantially the form submitted to the Board of Supervisors and shall mature in the years and amounts, be subject to redemption, and provide interest at the rate or rates as therein specified.

Section 3. The Loan Agreement, the Pledge Agreement and the Bonds are hereby made a part of this Resolution as though fully set forth herein and are hereby approved in substantially the forms presented to the Board of Supervisors. The Chairperson and the County Auditor are authorized and directed to execute, acknowledge and deliver said documents on behalf of the Issuer with such changes, insertions and omissions therein as such officers may hereafter deem appropriate, such execution to be conclusive evidence of approval of such documents in accordance with the terms hereof.

Section 4. The Chairperson and the County Auditor are authorized and directed to execute and deliver all other documents which may be required under the terms of the Loan Agreement or Pledge Agreement, or by bond counsel, and to take any other action as may be required or deemed appropriate for the performance of the duties imposed thereby to carry out the purposes thereof.

Section 5. In order to qualify the Bonds as a 'qualified tax exempt obligation' within the meaning of Section 265(b)(3) of the Code, the Issuer hereby makes the following factual statements and representations:

(A) The Issuer hereby designates the Bonds as a 'qualified tax-exempt obligation' for purposes of Section 265(b)(3) of the Code;

(B) The reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(c) of the Code) which will be issued by the Issuer (and all entities whose obligations will be aggregated with those of the Issuer) during this calendar year 1998 will not exceed $10,000,000; and

(C) Not more than $10,000,000 of obligations issued by the Issuer during this calendar year 1998 have been designated for purposes of Section 265(b)(3) of the Code.

The Issuer shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph.

Section 6. The Chairperson, County Auditor and other officers of the Issuer are authorized to furnish to the Lender, the Borrower and bond counsel certified copies of all proceedings and records of the Issuer relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officer's custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Issuer as to the truth of all statements contained therein.

Section 7. All Resolutions and Orders or parts thereof, in conflict herewith are, to the extent of such conflict, hereby repealed and this Resolution shall be in full force and effect immediately upon its adoption.

Adopted and approved December 1, 1998.

Woodbury County Board of Supervisors

Copy filed.

Motion by Boykin second by Batcheller to authorize the execution of the loan agreement, the pledge agreement, and the bonds. Carried 5-0.

Motion by Boykin second by Clausen to authorize the Chairman to sign letter of support for Siouxland Human Investment Partnership (Empowerment Area) for block grant. Carried 5-0.

The Public Hearing was held for FY 1998-99 Budget Amendment #2.

Motion by Batcheller second by Burnight to close the public hearing for the FY 1998-99 Budget Amendment #2. Carried 5-0.

Motion by Boykin second by Burnight to approve the FY 1998 99 Budget Amendment #2. Carried 5-0. Copy filed.

Dave Phipps of SIMPCO and Don Dickson, Mayor of Correctionville were present. Rick Snyder of Conservation was also present.

There was discussion regarding Correctionville Little Sioux Trail and costs involved. They have applied for a grant. They would like to cost share with Woodbury County and City of Correctionville. This will be put back on the agenda for further discussion on 12/15/98.

Ten Minutes Recess

Motion by Batcheller second by Boykin to go into Executive Session #1 per Iowa Code Section 21.5(1)(a). Carried 5-0 on roll call vote.

Motion by Boykin second by Burnight to go out of Executive Session #1. Carried 5-0 on roll call vote.

The Board adjourned the regular meeting until December 8, 1998.