Minutes - 2/29/2000

FEBRUARY 29, 2000 THIRTY-SECOND MEETING OF THE BOARD OF SUPERVISORS
The Board of Supervisors met on Tuesday, February 29, 2000 at 9:00 A.M. Board members present were Clausen, Walish and Welte. Batcheller and Boykin were absent. Staff members present were Karen James, Patrick F. Gill, Auditor/Clerk to the Board, and John Rusch, Board Legal Counsel.

The Claims were approved as presented. Copy filed.

Meeting was called to order.

Motion by Welte second by Walish to appoint Mr. Clausen as temporary chair. Carried 3-0.

Motion by Welte second by Walish to approve the regular Board minutes of February 22, 2000 as submitted. Carried 3-0.

Motion by Walish second by Welte to approve the minutes of the executive session of February 22, 2000 as submitted. Carried 3-0.

The Board approved the reclassification of George G. Nuncio, Correctional Officer, County Sheriffs Dept., @$14.49/hr., effective 1-24-00 per DSA Contract agreement, from Class 3 to Senior Class. Copy filed.

The Board approved the appointment of Rosanne Leinhard, Domestic Abuse POET Grant/Assistant Attorney, County Attorneys Dept., @$39,359/yr., effective 2-28-00. Job vacancy posted: 2-10-00. Salary range: $34,000 - $39,359/yr. Copy filed.

The Board approved the appointment of Lee Roy M. Blanchard, Correctional Officer, County Sheriffs Dept., @$11.50/hr., effective 3-2-00. Job vacancy posted: 1-26-00. Entry level salary: $11.50/hr. Copy filed.

The Board approved the appointment of Scott A. Heide, Correctional Officer, County Sheriffs Dept., @$11.50/hr., effective 3-6-00. Vacancy posted: 1-26-00. Entry level salary: $11.50/hr. Copy filed.

The Board approved the appointment of Michael L. Sweum, Correctional Officer, County Sheriffs Dept., @$11.50/hr., effective 3-6-00. Vacancy posted: 1-26-00. Entry level salary: $11.50/hr. Copy filed.

The Board approved the appointment of Christopher L. Hobbs, Correctional Officer, County Sheriffs Dept., @$11.50/hr., effective 3-6-00. Vacancy posted: 1-26-00. Entry level salary: $11.50/hr. Copy filed.

The Board approved the reclassification of Jennifer L. Fuentes, Youth Worker, Juvenile Detention Dept., @$11.67/hr., effective 3-11-00. Per AFSCME J.D. Contract agreement, from Grade. 1, Step 2 to Grade. 1, Step 3. Copy filed.

Motion by Walish second by Welte to approve and authorize the Chairman Pro Tem to sign the authorization to initiate hiring process for a Mapping Technician, County Auditor/Recorder Dept., AFSCME Cthouse/Grade 6 Step 1: $11.08/hr. Carried 3-0. Copy filed.

Motion by Welte second by Walish to approve and authorize the Chairman Pro Tem to sign the request to eliminate the authorized Grant Position: Jail Clerk, County Sheriffs Dept., effective 6-30-00; and the position of R.E. Clerk II, County Auditor/Recorder Dept., effective 2-29-00. Carried 3-0. Copy filed.

The Board discussed the consideration of a request for a letter from the Woodbury County Board of Supervisors to Missouri River Historical Development, Inc. (MRHD) for a grant application.

Motion by Welte second by Walish to authorize the Sheriffs Dept. to submit a grant proposal to Missouri River Historical Development, Inc. (MRHD) for Officers Trading Cards. Carried 3-0. Copy filed.

Motion by Welte second by Walish to approve the appointment of Wanda Schwier to School Board Member for Western Iowa Tech Community College Director District #2 until the next annual school board election in 2000. Carried 3-0. Copy filed.

Motion by Welte second by Walish to approve and authorize Chairman Pro Tem to sign a Class C Beer Permit Renewal and Sunday Sales Application for Richard Gettner, Salix Grocery, Salix, Iowa. Carried 3-0. Copy filed.

Motion by Welte second by Walish to authorize the Chairman Pro Tem to sign a Contract for 2000 Maintenance Gravel Program per recommendation of the County Engineer. Carried 3-0. Copy filed.

Motion by Welte second by Walish to authorize Chairman Pro Tem to sign certificate of completion for Project M-199 (1)73-97 Bridge Maintenance Repair per recommendation of the County Engineer. Carried 3-0. Copy filed.

Motion by Welte second by Walish to approve and authorize Chairman Pro Tem to sign Resolution No. 9262 setting a public hearing to sell excess county property per recommendation of the County Engineer. Carried 3-0.

RESOLUTION NO.9262

NOTICE OF PROPERTY SALE

Parcel # 629730 & 629880

WHEREAS Woodbury County, Iowa is the owner of Excess Real Estate described as:

Lots 2 & 3, Block 2 to the Town of Salix, Woodbury County, Iowa.
The East 70 Feet of Lot 13, Block 2 to the Town of Salix, Woodbury County, Iowa.

NOW THEREFORE,

BE IT RESOLVED by the Board of Supervisors of Woodbury County, Iowa as follows:

That a public hearing on the aforesaid proposal shall be held on the 28th day of March, 2000 at 10:45 A.M. in the meeting room of the Board of Supervisors on the first floor of the Woodbury County Courthouse.

That said Board proposes to sell the said parcel of real estate at a public auction to be held on the 28th day of March, 2000, immediately following the closing of the public hearing. Parcel 1 and Parcel 2 may be sold together or separately at the Boards discretion.

That said Board proposes to sell the said real estate to the highest bidder at or above the minimum bid of $10,000.

That each bidder must have a certified letter of credit from an Iowa bank or any bank located outside of Iowa which is chartered under the laws of the United States, or a certified letter of credit drawn on a credit union in Iowa or chartered under the laws of the United States, for the amount of one-hundred and ten percent (110%) of the total purchase price. This letter is to be presented to the Board of Supervisor s representative prior to commencement of public bidding. A cash down payment shall be equal to or in excess of ten percent of the total purchase price. Should the bidder receiving the award fail to execute a satisfactory contract within fourteen days after tender of the prescribed forms to the County Engineer, unless additional time is allowed by the Engineer, the cash shall be forfeited or the check shall be cashed and the full amount retained by the County a fixed and liquidated damages.

That sealed bids shall also be accepted. Bids shall be submitted in single copy and shall be accompanied with the letter of credit along with a certified check or a cashiers check drawn on an Iowa bank or any bank located outside Iowa which is chartered under the laws of the United States or a certified union share draft drawn on a credit union in Iowa or chartered under the laws of the United States, as a down payment which shall be equal to or in excess of ten percent of the total purchase price. Bids, with the certified cashiers or union share draft along with the certified letter of credit, must be securely sealed in suitable envelopes, addressed and marked ON THE OUTSIDE with the name of the bidder, the address and legal description of the property. All sealed bids must be received in the Woodbury County Auditors Office, (Room 105), First Floor, Woodbury County Courthouse, Sioux City, Iowa, 51101 prior to 10:00 A.M., Central Standard Time, March 28, 2000. Sealed bids will be opened and read prior to commencement of the public auction.

That the sale of the said real estate, shall be subject to easements of record, zoning regulations and upon the conditions that the tract, parcel, or piece of land so sold shall not be used in any manner so as to interfere with the use of the streets and alleys by the public, or to endanger public safety in the use of the streets and alleys, or the material damage to the adjacent owner(s).

The property is to be sold by Woodbury County as is. Inspections may be arranged by appointment. Inquiries may be made of the Woodbury County Engineer, Fifth Floor, Woodbury County Courthouse, Sioux City, Iowa 51101, (7120 279-6484.

That this resolution, preceded by the caption Notice of Property Sale and except for this subparagraph 8, be published as notice of the aforesaid proposal, hearing, and sale.

Dated this 29th Day of February, 2000.

WOODBURY COUNTY BOARD OF SUPERVISORS

Copy filed.

The Public Hearing for the sale of property, Parcels #612977 & 612984 (403 & 406 Maple Street, Lawton, Iowa) to Stuart Oliver only was held at 10:15 A.M. The Chairman Pro-Tem called on anyone wishing to be heard on said sale.

Motion by Welte second by Walish to close the Public Hearing on the sale of Real Estate Parcels #612977 & 612984 as there was no one present wishing to be heard on said sale. Carried 3-0.

Motion by Walish second by Clausen to accept Stuart Olivers bid of $557.00 for Real Estate Parcels #612977 & 612984 plus recording fees. Carried 3-0.

RESOLUTION OF THE BOARD OF SUPERVISORS OF WOODBURY COUNTY, IOWA: # 9263

BE IT RESOLVED by the Board of Supervisors of Woodbury County, Iowa, that the offer at public auction of:

STUART L. & BONNIE L. OLIVER, HUSBAND AND WIFE, 4905 SINGING HILLS BLVD., SIOUX CITY IOWA, AS

JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON

in the sum of _FIVE HUNDRED FIFTY-SEVEN AND NO/100 ($557.00)--------------------------------------------Dollars for the

following described real estate, to wit: _ LOT 2 AND LOT 9 OLIVERS ADDITION, CITY OF LAWTON, WOODBURY

COUNTY, IOWA_________________________________________________________________________________

Now and included in and forming a part of the City of __Sioux City________, Iowa, the same is hereby accepted: said

Amount being a sum EQUAL than the amount of the general taxes, interests, costs and penalties against the said real estate.

BE IT RESOLVED that payment is due by close of business on the day of passage of this resolution or this sale is null and void and this resolution shall be rescinded.
BE IT RESOLVED that per Code of Iowa Section 569.8(3 & 4), a parcel the County holds by tax deed shall not be assessed or taxed until transferred and upon transfer of a parcel so acquired gives the purchaser free title as to previously levied or set taxes. Therefore, the County Treasurer is requested to abate any taxes previously levied or set on this parcel(s).
BE IT FURTHER RESOLVED that the Chairman of this Board be and he is hereby authorized to execute a Quitclaim Deed for the said premises to the said purchaser.
SO DATED this ___29TH___day of _____FEBRUARY__________, 2000__.
Woodbury County Board of Supervisors

Copy filed.

Motion by Welte second by Walish to approve and authorize Chairman to sign additional grant funding contract #5880C097 for FY 2000 CSB grant. Carried 3-0. Copy filed.

Public hearing of intention to issue Housing Revenue bonds (Mid-Step Project) Public Hearing was cancelled per request of Mid-Step Services.

Motion by Welte second by Walish to cancel the public hearing at the request of Midstep Services. Carried 3-0.

Motion by Welte second by Walish to approve and authorize Chairman to sign Resolution No. 9264 Memorandum of Agreement for Issuing of Bonds for Mid-Step Services, Inc. and Mid-Step Real Estate, Inc. Project and setting a hearing date of March 28, 2000 at 10:30 a.m. Carried 3-0.

RESOLUTION NO.9264

A Resolution authorizing the execution of a Memorandum of Agreement with Mid-Step Services, Inc. and Mid-Step Real Estate, Inc. and fixing a date for a hearing on the proposed issuance of Housing Revenue Bonds (Mid-Step Project).

WHEREAS, Woodbury County, Iowa (the AIssuer@), is a County authorized and empowered by the provisions of Chapter 419 of the Code of Iowa, 1999, as amended (the AAct@), to issue revenue bonds for the purpose of retiring existing indebtedness on a facility for an organization described in Section 501(c)(3) of the Internal Revenue Code (the 'Code@) which is exempt from federal income tax under Section 501(a) of the Code (a 'Tax Exempt Organization@); and

WHEREAS, the Issuer has been requested by Mid-Step Services, Inc. and Mid-Step Real Estate, Inc. (collectively, the ABorrowers@) to issue its Housing Revenue Bonds (Mid-Step Project), in an aggregate principal amount not to exceed $999,000 (the ABonds@) pursuant to the Act for the purpose of refinancing existing outstanding indebtedness of the Borrowers for housing facilities located at 103 W. Main St., Lawton, Iowa 51030; 3412 Cheyenne Blvd., Sioux City, Iowa 51104; 5200 Lorraine Avenue, Sioux City, Iowa 51106; 2700 and 2702 Marshall Avenue, Sioux City, Iowa 51106; 1601- 1603 S. Maple Street, Sioux City, Iowa 51106; 517 S. 2nd Street, Moville, Iowa 51039; 3948 Winona Way, Sioux City, Iowa 51104; 5515-5515A Stone Avenue, Sioux City, Iowa 51106; 4303 Stone Avenue, Sioux City, Iowa 51106; and 4305 Stone Avenue, Sioux City, Iowa 51106 (collectively, the AProject@) all located in Woodbury County, Iowa, and paying for costs of issuance and certain other costs associated with the issuance of the Bonds; and

WHEREAS, it is proposed to finance the foregoing through the issuance of the Bonds and to loan the proceeds from the sale of the Bonds to the Borrowers under a Loan Agreement between the Issuer and the Borrowers, the obligations of which will be sufficient to pay the principal of, premium, if any, and interest on the Bonds as and when the same shall be due and payable; and

WHEREAS, the Bonds, if issued, shall be limited obligations of the Issuer, and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers, and the principal of, interest and premium, if any, on the Bonds shall be payable solely out of the revenues derived from the Loan Agreement; and

WHEREAS, before the Bonds may be issued, it is necessary to conduct a public hearing on the proposal to issue the Bonds, all as required and provided for by Section 419.9 of the Act and Section 147(f) of the Internal Revenue Code; and

WHEREAS, a Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto, has been presented to the Issuer which sets forth certain mutual undertakings and agreements between the Issuer and the Borrowers, relating to the further processing of said Bonds.
WHEREAS, the Internal Revenue Service has issued Section 1.150-2 of the Income Tax Regulations (the ARegulations@) dealing with the issuance of the Bonds, all or a portion of the proceeds of which are to be used to reimburse the Borrowers for Project expenditures made by the Borrowers prior to the date of issuance of the Bonds which were not included in the expenditures for the portion of the Project financed with the proceeds of the Bonds, and the Regulations generally require that the Borrowers or Issuer make a prior declaration of official intent in order for the Borrowers to reimburse itself for such prior expenditures out of the proceeds of the Bonds and that the Bonds be issued and the reimbursement allocation be made from the proceeds of the Bonds within a certain period after the payment of the expenditure or the date the Project is placed in service; and

WHEREAS, the Issuer desires to comply with requirements of the Regulations with respect to the Project and the Bonds;

NOW, THEREFORE, IT IS RESOLVED by the Board of Supervisors of the Issuer, as follows:

Section 1. The Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto is hereby approved, and the Chairperson is hereby authorized to execute said Memorandum of Agreement and the County Auditor is hereby authorized to attest the same and to affix the seal of the Issuer thereto; said Memorandum of Agreement, which constitutes and is hereby made a part of this Resolution, to be in substantially the form, text and containing the provisions set forth in Exhibit A attached hereto.

Section 2. Officials of the Issuer are hereby authorized to take such further action as may be necessary to carry out the intent and purpose of the Memorandum of Agreement.

Section 3. This Board shall meet on the 28th of March, 2000, at the Board of Supervisors Room, County Courthouse, 620 Douglas Street, Sioux City, Iowa, at 10:30 o=clock a.m., at which time and place any resident or property owner of the Issuer may present oral or written objections on the proposal to issue the Bonds referred to in the preamble hereof.

Section 4. The County Auditor is hereby directed to give notice of intention to issue the Bonds, setting forth the amount and purpose thereof, the time when and place where the hearing will be held, by publication at least once not less than fifteen (15) days prior to the date fixed for the hearing, in a newspaper published and having a general circulation within the Issuer. The notice shall be in substantially the following form:

NOTICE OF INTENTION TO ISSUE HOUSING REVENUE BONDS
(MID-STEP PROJECT)

The Board of Supervisors of Woodbury County, Iowa, (the AIssuer@) will meet on the 28th day of March, 2000, at 10:30 o=clock a.m., at the Board of Supervisors Room, County Courthouse, 620 Douglas Street, Sioux City, Iowa, for the purpose of conducting a public hearing on the proposal to issue Housing Revenue Bonds (Mid-Step Project), of the Issuer, in an aggregate principal amount not to exceed $999,000 (the ABonds@), and to loan said amount to Mid-Step Services, Inc. and Mid-Step Real Estate, Inc. (collectively, the ABorrowers@), for the purpose of refinancing outstanding indebtedness of the Borrowers for housing facilities located at 103 W. Main St., Lawton, Iowa 51030; 3412 Cheyenne Blvd., Sioux City, Iowa 51104; 5200 Lorraine Avenue, Sioux City, Iowa 51106; 2700 and 2702 Marshall Avenue, Sioux City, Iowa 51106; 1601- 1603 S. Maple Street, Sioux City, Iowa 51106; 517 S. 2nd Street, Moville, Iowa 51039; 3948 Winona Way, Sioux City, Iowa 51104; 5515-5515A Stone Avenue, Sioux City, Iowa 51106; 4303 Stone Avenue, Sioux City, Iowa 51106; and 4305 Stone Avenue, Sioux City, Iowa 51106 (collectively, the AProject@) and paying the costs of issuance and certain other costs associated with the issuance of the Bonds.

The Bonds, when issued, will be limited obligations and will not constitute general obligations of the Issuer nor will they be payable in any manner by taxation, but the Bonds will be payable solely and only from amounts received by the Issuer under a Loan Agreement between the Issuer and the Borrowers, the obligations of which will be sufficient to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due.

At the time and place, oral or written objections from any resident or property owner of the Issuer may be presented. At such meeting or any adjournment thereof, the Issuer shall adopt a resolution determining whether or not to proceed with the issuance of the Bonds. Written comments may also be submitted to the Issuer at the County Auditor=s Office, County Courthouse, 620 Douglas Street, Sioux City, Iowa 51101. Written comments must be received by the above hearing date.

By order of the Board of Supervisors of Woodbury County, Iowa.

Pat Gill, County Auditor

Section 5. On the basis of representations of the Borrowers, the Issuer declares (a) that the Borrowers intend to undertake the Project; (b) that other than (i) expenditures to be paid or reimbursed from sources other than the Bonds, or (ii) expenditures made not earlier than 60 days prior to the date of this Resolution, or (iii) expenditures amounting to the lesser of $100,000 or 5% of the proceeds of the Bonds, or (iv) expenditures constituting preliminary expenditures as defined in Section 1.150-2(f)(2) of the Regulations, no expenditures for the Project have heretofore been made by the Borrowers and no expenditures will be made by the Borrowers until after the date of this Resolution and (v) that the Borrowers reasonably expect to reimburse the expenditures made for costs of the Project out of the proceeds of the Bonds. This declaration is a declaration of official intent adopted pursuant to Section 1.150-2 of the Regulations.

Section 6. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict.

Passed and approved February 29, 2000.

WOODBURY COUNTY BOARD OF SUPERVISORS

EXHIBIT A
MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF AGREEMENT is between Woodbury County, Iowa, (the AIssuer@) and Mid-Step Services, Inc. and Mid-Step Real Estate, Inc. (collectively, the ABorrowers@).

1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following:

(a) The Issuer is authorized by Chapter 419 of the Code of Iowa, 1999, as amended (the AAct@) to issue revenue bonds for the purpose of retiring existing indebtedness on a facility for an organization described in Section 501(c)(3) of the Internal Revenue Code (the 'Code@) which is exempt from federal income tax under Section 501(a) of the Code (a 'Tax Exempt Organization@); and

(b) The Borrowers wish to obtain satisfactory assurance from the Issuer that, subject to the public hearing required by the Act and Section 147(f) of Code and the terms of this Agreement, such bonds will be issued by the Issuer in a principal amount sufficient to refinance existing indebtedness of the Borrowers for housing facilities located at 103 W. Main St., Lawton, Iowa 51030; 3412 Cheyenne Blvd., Sioux City, Iowa 51104; 5200 Lorraine Avenue, Sioux City, Iowa 51106; 2700 and 2702 Marshall Avenue, Sioux City, Iowa 51106; 1601- 1603 S. Maple Street, Sioux City, Iowa 51106; 517 S. 2nd Street, Moville, Iowa 51039; 3948 Winona Way, Sioux City, Iowa 51104; 5515-5515A Stone Avenue, Sioux City, Iowa 51106; 4303 Stone Avenue, Sioux City, Iowa 51106; and 4305 Stone Avenue, Sioux City, Iowa 51106 (collectively, the AProject@) all located in Woodbury County, Iowa, and paying for costs of issuance and certain other costs associated with the issuance of the Bonds; and

(c) The Issuer considers that financing the Project will promote the welfare and prosperity of the Issuer and its citizens.

2. Undertakings on the Part of the Issuer.

(a) The Issuer will begin the proceedings necessary to authorize the issuance of such bonds, in an aggregate principal amount not to exceed $999,000.

(b) Subject to due compliance with all requirements of law and the terms of this Agreement, including the provisions of and the public hearing required by the Act, it will cooperate with the Borrowers in the issuance and sale of such bonds, and the proceeds from the issuance of such bonds shall be loaned to the Borrowers upon terms sufficient to pay the principal of and interest and redemption premium, if any, on such bonds, as and when the same shall become due.

(c) The Issuer shall determine when, in what amount, and if the Bonds may be issued without causing the Issuer to lose its qualification as a Aqualified small issuer@ within the meaning of Section 265(b)(3)(C) of the Code.

3. Undertakings on the Part of the Borrowers.

(a) It will use all reasonable efforts to cooperate with the Issuer and comply with the Act and all other provisions of law relating to financing of the Project and the issuance and sale of such bonds.

(b) It will enter into a Loan Agreement with the Issuer under the terms of which the Borrowers will obligate themselves to pay to the Issuer sums sufficient to pay the principal of and interest and redemption premium, if any, on such bonds as and when the same shall become due and payable.

4. General Provisions.

(a) All commitments on the part of the Issuer and the Borrowers herein are subject to the condition that on or before one year from the date hereof (or such other date as shall be mutually agreed to) the Issuer and the Borrowers shall have agreed to mutually acceptable terms relating to the issuance and sale of such bonds, and mutually acceptable terms and conditions of the documents referred to in paragraph 3 and the proceedings referred to in paragraphs 2 and 3 hereof.

(b) Whether or not the events set forth in (a) of this paragraph take place within the time set forth or any extension thereof, the Borrowers agree (i) to pay all applicable deposits and review fees required by the Issuer at the times and in the amounts requested and (ii) to reimburse the Issuer for all reasonable and necessary direct out﷓of﷓pocket expenses which the Issuer may incur, including but not limited to, legal fees, administrative costs, printing and publication costs and filing fees arising from the execution of this Agreement and the performance, or preparation to perform by the Issuer of its obligations hereunder, or done at the request of the Borrowers.

(c) All commitments of the Issuer hereunder are further subject to the conditions that the Issuer shall in no event incur any liability for any act or omission hereunder, and that such bonds described herein shall not constitute an indebtedness of the Issuer within the meaning of any constitutional or statutory provision and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers.

The execution of this Memorandum of Agreement by the Issuer is not intended to nor does it create a binding commitment on the part of the Issuer to proceed with the issuance of the Bonds. It is further understood that the issuance of the Bonds is subject to further review by the Board of Supervisors of the Issuer and compliance with all provisions of the Act and the Code, including the holding of a public hearing with respect thereto.
(d) The Borrowers represent that the information contained in Section 5 of the resolution of the Issuer approving this Memorandum of Agreement has been provided to the Issuer by the Borrowers and is true and correct.

(e) Preparation of all resolutions, agreements, instruments, certificates or other documents in final form for adoption and execution shall be the sole responsibility of Bond Counsel.

(f) Counsel for the Issuer shall timely certify the non-existence of threatened litigation, pending litigation or claims with respect to the proposed Bond issue. All other attorneys= opinions or certificates with respect to issuing authority, non-arbitrage, regularity of proceedings, or otherwise shall be the responsibility of Borrowers Counsel or Bond Counsel.

(g) In the event Sections 145 and 146 of the Code, restrict the aggregate principal amount of Bonds for Tax-Exempt Organizations which the Issuer may issue in any calendar year, the Issuer may, in its discretion, rescind its commitments under Paragraph 2 hereof, without liability on the part of the Issuer.

(h) All commitments of the Issuer hereunder are further subject to the condition that the Bonds will only be issued if the Issuer determines, as described in Section 2(c), that such issuance will not cause the Issuer to lose its qualification as a Aqualified small issuer@ in any year.

Copy filed.
.
The Board adjourned the regular meeting until March 7, 2000.