Minutes - 7/26/2011

July 26, 2011 — TWENTY-NINETH MEETING OF THE WOODBURY COUNTY BOARD OF SUPERVISORS

The Board of Supervisors met on Tuesday, July 26, 2011 at 10:00 a.m.  Board members present were Monson, Clausen, Tripp, and Boykin; Smith was absent.  Staff members present were Karen James, Board Administrative Coordinator, Joshua Widman, Assistant County Attorney, and Jean Jessen, Deputy Auditor.

The Claims were approved as presented.  Copy filed.

The meeting was called to order.
 
Motion Tripp by second Clausen by to approve the minutes of the 07/19/2011 Board meeting.  Carried 4-0.  Copy filed.

The Board approved the Appointment for Matthew J. Verzani, Asst. County Attorney, County Attorney Dept., $50,347/year, effective 07/27/11.  Job Vacancy Posted:  06-01-11.  Entry Level Salary:  $50,347/year.  Copy filed.
 
The Board approved the Reclassification for Jesse J. Lieber, P/T Youth Worker, Juvenile Detention Dept., $20.13/hour, 17%=$2.93/hour, effective 08/06/11.  Per AFSCME Juvenile Detention Contract agreement, from Grade 1/Step 3 to Grade 1/Step4.  Copy filed.

The Board approved the Reclassification for Donald C. Stevenson, Maintenance Worker, Building Services Dept., $15.28/hour, 6%=$.93/hour, effective 08/13/11.  Per AFSCME Court House Contract agreement, from Grade 2/Step 3 to Grade 2/Step 4.  Copy filed.

The Board approved the separation for Cory M. Gaston, Temporary Engineering Aide, Secondary Roads Dept.,  effective 08/17/11.  End of Temporary Work.  Copy filed.

The Board approved the separation for Gary W. Worrell, Equipment Operator, Secondary Roads Dept., effective 08/26/11.  Retirement.  Copy filed.

Motion by Boykin second by Tripp to approve and authorize the Chairman to sign an “Authorization to Initiate Hiring Process” for an Equipment Operator, Secondary Roads Dept., CWA Secondary Roads:  $19.27/hour.  Carried   4-0.  Copy filed.

Motion by Tripp second by Boykin to approve Gary Worrell’s request to remain on County Insurance Plans.  Carried 4-0.

Motion by Boykin second by Tripp to take action on the Woodbury County Drug & Alcohol Policy.  Carried 4-0.

Motion by Clausen second by Tripp to appointment Rod Earleywine to the Siouxland District Health Board of Directors.  Carried 3-0; Boykin abstained.

Motion by Clausen second by Tripp to receive as submitted, the Recorder’s Report of Fees Collected for the period of 04/01/2011 through 06/30/2011.  Carried 4-0.  Copy filed.

Motion by Boykin second by Tripp to approve as submitted the 2012 City Assessor’s homestead Tax Credit and Veteran’s Credit  applications to be applied on the 2011-2012 tax list, per discussion with Dennis Butler, Budget/Tax Analyst.  Carried 4-0.

Motion by Clausen second by Boykin to approve and authorize the Chairman to sign a Resolution authorizing and providing for the issuance of not to exceed $800,000.00 Aggregate Principal amount of Revenue Notes of Woodbury County, for the purpose of lending the proceeds thereof to Sunrise Manor, and the execution of agreements and other related documents.  Carried 4-0.

WOODBURY COUNTY, IOWA
RESOLUTION #10,782

WHEREAS, Woodbury County, Iowa (the “Issuer”), is a County authorized and empowered by the provisions of Chapter 419 of the Code of Iowa, 2011, as amended (the “Act”), to issue revenue bonds for the purpose of acquiring, constructing, improving and equipping 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”), refunding any bonds issued pursuant to the Act and retiring any existing indebtedness on a facility for a Tax Exempt Organization, each of which purposes is a “project” within the meaning of the Act and each of which projects may be located within the Issuer, within eight miles of the corporate limits of the Issuer and, in the case of ancillary projects, more than eight miles outside the corporate limits of the Issuer but within the state of Iowa; and

WHEREAS, pursuant to that certain Servicing and Intercreditor Agreement dated as of May 1, 2008 (the “Original Servicing Agreement”) among the Issuer, the City of Bronson (“Bronson”), the City of Lawton (“Lawton”), the Servicer and the Lead Lender, the Issuer has heretofore issued its Senior Living Facility Revenue Note (The Pointe at Sunrise Project), Series 2008A and loaned the proceeds thereof to Sunrise Manor d/b/a Sunrise Retirement Community (the “Borrower”) to finance and refinance the Borrower’s Phase I Project (as defined in the Original Servicing Agreement); and

WHEREAS, the Issuer has been requested by the Borrower to issue its Senior Living Facility Revenue Notes (Sunrise Retirement Community Project), Series 2011 (the “Notes”) in an aggregate principal amount not to exceed $800,000 for the purpose of (a) paying a portion of the costs of acquiring, renovating, constructing and equipping an approximately 46-unit assisted living facility and an approximately 70-bed nursing home, including related parking areas and land improvements to be located on the Borrower’s campus at 5501 Gordon Drive East, Sioux City, Iowa (the “Phase II Project”), (b) retiring existing indebtedness incurred in connection with the Phase II Project and improvements to the Borrower’s facilities located on its campus, and (c) financing the costs of issuance and certain other costs associated with the issuance of the Notes; and

WHEREAS, it is proposed that the Issuer loan the proceeds of the Notes to the Borrower pursuant to one or more Loan Agreements (the “Loan Agreements”) pursuant to which loan payments will be made by the Borrower in amounts sufficient to pay the principal of and interest and premium, if any, on the Notes, as and when the same shall be due; and
WHEREAS, the Notes, 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 and interest and premium, if any, on the Notes shall be payable solely out of the revenues derived from the aforementioned Loan Agreements or otherwise as provided therein; and

WHEREAS, pursuant to published notice of intention, this Board has conducted a public hearing, as required by Section 419.9 of the Act and Section 147(f) of the Code, and this Board deems it necessary and advisable to proceed with the issuance of the Notes and the loan of the proceeds of the Notes to the Borrower; and

WHEREAS, the Borrower will arrange for the sale of the Notes to the Lead Lender and certificates of participation in the Notes will be sold to participants;
 
NOW, THEREFORE, IT IS RESOLVED by the Board of Supervisors of the Issuer, as follows:

Section 1. In order to finance a portion of the costs of the Phase II Project and pay certain costs of issuance associated thereto, the Notes, in an aggregate principal amount of $800,000, are hereby authorized and ordered to be issued by the Issuer in substantially the form as has been presented to and considered by this Board and containing substantially the terms and provisions set forth therein.  The Notes may be issued as single or multiple notes, and the Notes will bear interest at an initial rate not to exceed 8% per annum as may be determined by the Borrower and the Lead Lender prior to the issuance thereof and as adjusted from time to time as provided in the Notes.  The execution and delivery of the Notes by the Chairperson and the County Auditor shall constitute approval thereof by the Issuer and the Chairperson and the County Auditor are hereby authorized and directed to approve such amount and rates, within the foregoing limits by and on behalf of the Issuer.

Section 2. The Issuer shall loan to the Borrower the proceeds of the Notes pursuant to one or more Loan Agreements in substantially the form as has been presented to and considered by this Board and containing substantially the terms and provisions set forth therein, and the Chairperson and the County Auditor are hereby authorized and directed to execute and deliver the Loan Agreements with such changes, modifications, deletions or additions as deemed appropriate by Bond Counsel.
Section 3. Pursuant to the Original Servicing Agreement as amended by the First Supplemental Servicing and Intercreditor Agreement among the Issuer, Lawton, Bronson, the Servicer and the Lead Lender (the “First Amendment to Servicing Agreement” and, together with the Original Servicing Agreement, the “Servicing Agreement”), the Issuer will assign certain of the Issuer's rights, title and interest in and to the Loan Agreements (except certain unassigned rights identified therein), including, but not limited to, the right to receive Loan Repayments (as defined in the Loan Agreements).  The Chairperson and the County Auditor are hereby authorized and directed to execute and deliver the Servicing Agreement with such changes, modifications, deletions or additions as deemed appropriate by Bond Counsel.

Section 4. The Notes will be special limited obligations of the Issuer.  The Notes shall not be payable from or a charge upon any funds other than the revenues derived from the Loan Agreements and the debt obligations of the Borrower thereunder pledged to the payment thereof, nor shall the Issuer be subject to any liability thereon.  No holder of the Notes shall ever have the right to compel any exercise of the taxing power of the Issuer to pay the Notes or the interest thereon, nor to enforce payment thereof against any property of the Issuer.  The Notes shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory provision or limitation and shall never constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers.

Section 5. The Loan Agreements, the First Amendment to Servicing Agreement and the Notes 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.  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 Bond Counsel may deem appropriate, such execution to be conclusive evidence of approval of such documents in accordance with the terms hereof.

Section 6. 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 Agreements, the Servicing 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.  The Borrower, as part of the documents related to the issuance of the Notes, shall agree to comply with certain requirements of the Code regarding use and investment of the proceeds of Notes and certain other moneys related to Notes (the “Continuing Requirements”) and the Borrower shall agree to monitor compliance with the Continuing Requirements and take remedial action with respect to any failure to comply with the Continuing Requirements.
Section 7. In order to qualify the Notes as “qualified tax exempt obligations” 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 Notes as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code;

(B) The reasonably anticipated amount of tax-exempt obligations (other than the  Notes and any other 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 2011 will not exceed $10,000,000; and

(C) Not more than $10,000,000 of obligations issued by the Issuer during this calendar year 2011 (including the Notes) 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 8. The provisions of this Resolution are hereby declared to be separable and if any action, phrase or provision shall for any reason by declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions.

Section 9.  All resolutions or parts thereof in conflict herewith are repealed, to the extent of such conflict.

Section 10. This Resolution shall become effective immediately upon its passage and approval.

Passed and approved July 26, 2011.
WOODBURY COUNTY BOARD OF SUPERVISORS
Copy filed.

Motion by Clausen second by Boykin to approve the final Platting of Iowa’s Rooster Ridge Addition, a Minor Subdivision, GIS Parcel #894233300006 and forward the platting to the Zoning Commission for recommendations, per recommendation of John Pylelo.  Carried 4-0.

The Chairman asked if there were any individuals or groups wishing to make a presentation of items not on the agenda, or Supervisors concerns.
 
Tour of Goodwill Industries was postponed until 08/23/11.

The Board adjourned the regular meeting until August 2, 2011.