MINUTES OF THE FORMAL MEETING OF THE JOHNSON COUNTY BOARD OF SUPERVISORS:
NOVEMBER 25, 2008
Chairperson Sullivan called the Johnson County Board of Supervisors to order in the Johnson County Administration Building at 9:26 a.m. Members present were: Larry Meyers, Terrence Neuzil, Sally Stutsman, and Rod Sullivan; absent: Pat Harney.
Unless otherwise noted, all actions were taken by the following vote: Roll call: aye: Stutsman, Sullivan, Neuzil, Meyers; absent: Harney.
Motion by Stutsman, second by Meyers, to approve the claims on the Auditor’s Claim Register, as approved by a majority of the Supervisors.
Motion by Neuzil, second by Meyers, to approve the minutes of the formal meeting of November 18, 2008.
Motion by Meyers, second by Stutsman, to approve the payroll authorizations submitted by department heads, as approved by a majority of the Supervisors.
Motion by Neuzil, second by Stutsman, to amend the minutes of the November 13, 2008 formal meeting of the Johnson County Board of Supervisors, correcting a scrivener's error by adding the following two motions to the minutes: Motion by Neuzil, second by Stutsman, to approve and authorize the Chairperson to sign an Application for Fireworks Permit for Andrea Farrier, 2395 560th SW, Kalona on November 28, 2008, with a rain date of November 29, 2008; and Motion by Stutsman, second by Harney, to approve a resolution appropriation changes necessary to increase Capital Projects by up to $1.4 million.
Reconvened Public Hearing on Subdivision Application 15222 at 9:29 a.m.
Subdivision Application 15222 of Ellen Coan requesting preliminary and final plat approval of Ellensborough Addition, a subdivision described as being located in the NE 1/4 of the NW 1/4 of Section 28, Township 78 North, Range 5 West of the 5th P.M. in Johnson County, Iowa (This is a 1 lot, 2.26 acre, farmstead split located on the south side of 540th Street SE approximately 2000 feet east of its intersection with Utah Avenue SE in Lincoln Twp.).
Assistant Planner Josh Busard said Subdivision Application 15222 has been withdrawn.
Public Hearing closed at 9:30 a.m.
RESOLUTION 11-25-08-01
RESOLUTION AUTHORIZING AND APPROVING A LOAN AGREEMENT, AMENDING RESOLUTION NO. 03-31-08-01 AND PROVIDING FOR THE SALE AND ISSUANCE OF A $3,295,000 GENERAL OBLIGATION COUNTY PURPOSE NOTE, SERIES 2008B, AND PROVIDING FOR THE LEVY OF TAXES TO PAY THE SAME
Whereas, pursuant to the provisions of Section 331.402 of the Code of Iowa, notices duly published and hearings held thereon, the Board of Supervisors (the “Board”) of Johnson County, Iowa (the “County”), has heretofore determined to contract indebtedness and enter into loan agreements (the “Loan Agreements”) for the purposes of acquiring voting machines and equipment; remodeling and constructing improvements at the County Administration Building; making internal repairs and acquiring equipment for the County Courthouse and County Administration Building; construction of the SEATS Administrative Facility; construction of the SEATS Para-transit garage and shop; and
Whereas, following hearings on March 31, 2008, the Board adopted Resolution No. 03-31-08-01 (the “Issuance Resolution”) authorizing the County to enter into the Loan Agreements and to issue General Obligation County Purpose Notes in evidence of the County’s obligation under the Loan Agreements, and providing for the levy of taxes to pay the same; and
Whereas, the Board has authority to combine the Loan Agreements into a single loan agreement (the “Loan Agreement”) and to issue a single General Obligation County Purpose Note, Series 2008B (the “Note”); and
Whereas, the Issuance Resolution provided for the levy and collection of taxes to pay the principal of and interest on the Note based upon estimated interest rates; and
Whereas, the Issuance Resolution provided that the actual rate or rates of interest and the resulting tax levy amounts necessary to pay the principal of and interest on the Note should be determined at the time the Board selected a lender and the Issuance Resolution amended to so provide; and
Whereas, pursuant to advertisement of sale, bids for the purchase of a $3,295,000 General Obligation County Purpose Note, Series 2008B ( the “Note”) to be issued in evidence of the County’s obligation under the Loan Agreement were received and canvassed on behalf of the County and the substance of such bids noted in the minutes; and
Whereas, upon final consideration of all bids received for the purchase of the Note, the bid of U.S Bank, N.A., Milwaukee, Wisconsin, is the best, such bid proposing the lowest interest cost to the County; and
Whereas, it is necessary at this time to approve the Loan Agreement and to amend the Issuance Resolution to provide for the terms and issuance of the Note and for the levy of taxes to pay the Note;
Now, Therefore, It Is Resolved by the Board of Supervisors of Johnson County, Iowa, as follows:
Section 1. The bid referred to in the preamble hereof is hereby accepted, and the County hereby determines to enter into the Loan Agreement with the bidder, as lender (the “Lender”), in substantially the form placed on file with the Board, providing for a loan to the County in the principal amount of $3,295,000 for the purpose or purposes set forth in the preamble hereof.
The Chairperson and County Auditor are hereby authorized and directed to sign the Loan Agreement on behalf of the County, and the Loan Agreement is hereby approved.
Except insofar as it provides for the levy and collection of taxes in the fiscal year beginning July 1, 2008, for the payment of the principal of and interest on the Note, all of the contents, paragraphs, sections, clauses and provisions of the Issuance Resolution are hereby deleted in their entirety and the terms of this resolution substituted in lieu thereof.
Section 2. The Note is hereby authorized to be issued to the Lender in the principal amount of $3,295,000 and shall be dated December 1, 2008.
Principal installments of the Note will be paid on June 1 in each of the years and at the respective rates of interest, as follows:
Year Amount Interest
2009 $680,000 3.8%
2010 $630,000 3.8%
2011 $660,000 3.8%
2012 $685,000 3.8%
2013 $145,000 3.8%
2014 $155,000 3.8%
2015 $165,000 3.8%
2016 $175,000 3.8%
The County Treasurer is hereby designated as the registrar and paying agent for the Note and may be hereinafter referred to as the “Registrar” or the “Paying Agent”.
Payment of interest on the Note shall be made to the registered owner on June 1 and December 1, commencing June 1, 2009 (calculated on a 30/360 day basis) appearing on the registration books of the County at the close of business on the fifteenth day of the month next preceding the payment date and shall be paid by check or draft mailed to the registered owner at the address shown on such registration books. The final installment of principal and interest shall be payable only upon presentation and surrender of the Note to the Paying Agent.
The County reserves the right, on June 1, 2009, and on any day thereafter, to prepay any principal due on or after June 1, 2010 at a price of par plus accrued interest. Notice of such redemption identifying the portion of the Note to be redeemed shall be sent by electronic means or mailed by certified mail to the registered owners thereof at the addresses shown on the County’s registration books not less than 30 days prior to such redemption date. All of the principal of the Note as to which the County reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date.
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 Note.
The Note shall be executed on behalf of the County with the official manual or facsimile signature of the Chairperson and attested by 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 Note without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Note shall cease to be such officer before the delivery of the 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 Note shall be fully registered as to principal and interest in the name of the owner on the registration books of the County kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owner or its legal representatives or assigns.
The record and identity of any owners of the Note shall be kept confidential as provided by Section 22.7 of the Code of Iowa.
Section 3. The Note shall be in substantially the following form:
(Form of Note)
UNITED STATES OF AMERICA
STATE OF IOWA
JOHNSON COUNTY
GENERAL OBLIGATION COUNTY PURPOSE NOTE, SERIES 2008B
No. 1 $3,295,000
MATURITY DATE NOTE DATE
June 1, 2016 December 1, 2008
Johnson County (the “County”), Iowa, for value received, promises to pay on the maturity date of this Note and in the manner hereinafter provided to
or registered assigns, the principal sum of
THREE MILLION TWO HUNDRED NINETY-FIVE THOUSAND DOLLARS
with interest on the outstanding principal hereof, from the date of this Note, or from the most recent interest payment date on which interest has been paid, except as the provisions hereinafter set forth with respect to prepayment prior to maturity may be or become applicable hereto.
Interest on this Note is payable semiannually on June 1 and December 1 of each year beginning June 1, 2009. Principal of this Note is payable in annual installments on June 1 in each of the respective years and in the respective installment amounts and bears interest at the respective rates, as follows:
Interest Rate Principal
Year Per Annum Installment
2009 ______% $680,000
2010 ______% $630,000
2011 ______% $660,000
2012 ______% $685,000
2013 ______% $145,000
2014 ______% $155,000
2015 ______% $165,000
2016 ______% $175,000
Interest will be calculated on the basis of a 360-day year comprised of twelve 30-day months.
Both principal of and interest on this Note are payable to the registered owner whose name is shown on the registration books of the County maintained by the County Treasurer (hereinafter referred to as the “Registrar” or the “Paying Agent”) at the close of business on the fifteenth day of the month next preceding the payment date, in lawful money of the United States of America, by check or draft mailed to the registered owner at the address shown on such registration books; provided, however, that the final installment of principal and interest will be payable only upon presentation and surrender of this Note to the Paying Agent.
This Note is issued by the County to evidence its obligation under a certain Loan Agreement, dated the date of this Note (the “Loan Agreement”) and entered into by the County for the purpose of providing funds to pay the cost of acquiring voting machines; constructing improvements to the County Courthouse, County Administration Building, and SEATS Administrative Facility; and designing and constructing a new SEATS Para-transit garage and shop in the County.
This Note is issued pursuant to and in strict compliance with the provisions of Chapter 331 of the Code of Iowa, 2007, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the County Board of Supervisors authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of this Note (the “Resolution”), and reference is hereby made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of this Note and the rights of the owner of this Note.
The County reserves the right, on June 1, 2009, and on any day thereafter, to prepay any principal of this Note due on or after June 1, 2010, at a price of par plus accrued interest.
The County, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the County, the Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Note were and have been properly existent, had, done and performed in regular and due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the County for the payment of the principal of and interest on this Note as the same will respectively become due; that the faith, credit, revenues and resources and all the real and personal property of the County are irrevocably pledged for the prompt payment hereof, both principal and interest; and that the total indebtedness of the County, including this Note, does not exceed any constitutional or statutory limitations.
In Testimony Whereof, Johnson County, Iowa, by its Board of Supervisors, has caused this Note to be sealed with its official seal, to be executed by its Chairperson and attested by its County Auditor, all as of (Closing Date).
JOHNSON COUNTY, IOWA
By (DO NOT SIGN)
Chairperson, Board of Supervisors
Attest:
(DO NOT SIGN)
County Auditor
(Seal)
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Note to
________________________________________________________________________(Please print or type name and address of Assignee)
_________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint _________________________, Attorney, to transfer this Note on the books kept for registration thereof with full power of substitution.
Dated:
Signature guaranteed:
__________________________________________
NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Note in every particular, without alteration or enlargement or any change whatever.
Section 4. The 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 or on behalf of the Lender, upon receipt of the loan proceeds, and all action heretofore taken in connection with the Loan Agreement is hereby ratified and confirmed in all respects.
Section 5. For the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on the Note as the same become due, there is hereby ordered levied on all the taxable property in the County the following direct annual tax:
For collection in the fiscal year beginning July 1, 2009,
sufficient to produce the net annual sum of $729,370;
For collection in the fiscal year beginning July 1, 2010,
sufficient to produce the net annual sum of $735,430;
For collection in the fiscal year beginning July 1, 2011,
sufficient to produce the net annual sum of $735,350;
For collection in the fiscal year beginning July 1, 2012,
sufficient to produce the net annual sum of $169,320;
For collection in the fiscal year beginning July 1, 2013,
sufficient to produce the net annual sum of $173,810;
For collection in the fiscal year beginning July 1, 2014,
sufficient to produce the net annual sum of $177,920;
For collection in the fiscal year beginning July 1, 2015,
sufficient to produce the net annual sum of $181,650.
Section 6. A certified copy of this resolution shall be filed with the County Auditor, and the Auditor is hereby instructed to enter for collection and assess the tax hereby authorized. When entering such taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the County and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the County and set aside therein as a special account to be used solely and only for the payment of the principal of and interest on the Note hereby authorized and for no other purpose whatsoever.
Section 7. The interest or principal and both of them falling due on any date shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds to the sum thus advanced.
Section 8. It is the intention of the County that interest on the Note be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the “Internal Revenue Code”). In furtherance thereof, the County covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Note will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the County are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained.
The County hereby designates the Note as a “Qualified Tax Exempt Obligation” as that term is used in Section 265(b)(3)(B) of the Internal Revenue Code.
Section 9. Continuing Disclosure. The Securities and Exchange Commission (the “SEC”) has promulgated certain amendments to Rule 15c2‑12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2‑12) (the “Rule”) that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for the bonds, it has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule because the issue is issuable in minimum denominations of $100,000 (subject to certain qualifications regarding deep discount securities) and (i) is sold in a limited private placement; or (ii) has a maturity of nine months or less; or (iii) is subject to tender at par at the option of the holder at least every nine months.
The Note is being issued in a denomination greater than $100,000 and is being sold in a limited private placement. Consequently, this Board hereby finds that the Rule is inapplicable to the Note.
Section 10. All resolutions or parts thereof in conflict are hereby repealed to the extent of such conflict.
Motion by Stutsman, second by Meyers, to approve Resolution 11-25-08-01.
Motion by Neuzil, second by Meyers, to approve and authorize the Chairperson to send David Purdy a letter of appreciation and certificate for serving on the Johnson County Livable Community for Successful Aging Policy Board.
Adjourned to informal meeting at 9:43 a.m.
/s/Rod Sullivan, Chair, Board of Supervisors
Attest: Tom Slockett, Auditor
By Nancy Tomkovicz, Recording Secretary
These minutes were sent for publication and formal approval on December 4, 2008.