Proceedings Of O’brien County Supervisors

Date posted - February 21, 2013

PROCEEDINGS OF O’BRIEN COUNTY SUPERVISORS

February 19, 2013

The Board of Supervisors met as per adjournment in regular session at 9:00 a.m. with all members present.

Matters were discussed relative to the request from Governmental and Educational Assistance Corporation (d/b/a/ Vista Prairie Communities) regarding the issuance of not to exceed $8,000,000 in aggregate principal amount of the County’s Housing Revenue Loan Participation Notes (Fieldcrest-Vista Prairie Communities Project) Series 2013.

It was moved by Friedrichsen and seconded by Steensma that the following resolution be adopted. The roll was called and the vote was, AYES: Steensma, DeBoom, McDowell Friedrichsen & Farnsworth
NAYS: None
Whereupon the Chairperson declared the following resolution duly adopted.

Resolution 2013-09

A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $8,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF HOUSING REVENUE LOAN PARTICIPATION NOTES (FIELDCREST-VISTA PRAIRIE COMMUNITIES PROJECT) SERIES 2013 OF O’BRIEN COUNTY, IOWA, DIRECTING PUBLICATION OF NOTICE OF INTENTION TO ISSUE, CALLING A PUBLIC HEARING ON THE PROPOSAL TO ISSUE SAID NOTES AND DECLARING AN OFFICIAL INTENT TO REIMBURSE

WHEREAS, O’Brien County, Iowa (the “Issuer”) is a political subdivision organized and existing under the Constitution and laws of the State of Iowa, and is authorized and empowered by Chapter 4l9 of the Code of Iowa (the “Act”), to issue its bonds or notes and loan the proceeds from the sale of said bonds or notes 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 a facility for an organization described in Section (501)(c)(3) of the Internal Revenue Code of 1986, as amended (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 Governmental and Educational Assistance Corporation (d/b/a/Vista Prairie Communities) (“GEAC”), an Arkansas nonprofit corporation and a Tax Exempt Organization, to authorize and issue its revenue bonds or notes pursuant to the provisions of the Act for the purpose of financing the costs of (i) currently refunding the City of Sheldon, Iowa $4,830,000 Housing Revenue Loan Participation Notes (Fieldcrest – GEAC Project) Series 2004A (the “Refunded Notes”) which were originally issued by the City of Sheldon, Iowa for the purpose of financing the acquisition of a 56-unit assisted living facility (the “Assisted Living Facility”) located at 2501 E. Sixth Street, Sheldon, Iowa (the “Refunding”); (ii) constructing, equipping and furnishing 13 additional units to the Assisted Living Facility and 12 new memory care units adjacent to the Assisted Living Facility to be located within the Issuer on E. Fifth Street, Sheldon, Iowa (the “Project”) and (iii) paying costs of issuance and related costs; and

WHEREAS the Issuer has been advised that the amount necessary to accomplish the Refunding and to finance costs of the Project and related costs will require the issuance of notes in an aggregate principal amount not to exceed $8,000,000 (the “Notes”) pursuant to the provisions of the Act, and it is proposed that the Issuer loan said amount to Fieldcrest–GEAC, LLC, an Iowa limited liability company, whose sole member is GEAC (the “Borrower”) under a Loan Agreement between the Issuer and Borrower pursuant to which loan payments will be made by the Borrower in amounts sufficient to pay the principal of, premium, if any, and interest on said 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, interest and premium, if any, on the Notes shall be payable solely out of the revenues derived from the Loan Agreement; and

WHEREAS, the Borrower wishes to proceed with the Project and reasonably expects to pay costs of the Project prior to the issuance of the Notes and wishes to reimburse original expenditures paid from its own funds with proceeds of the Notes, and in order to comply with Treasury Regulation 1.150-2, it is necessary for the Issuer to declare an official intent to reimburse original expenditures paid by the Borrower with proceeds of the Notes; and

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

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

Section 1. A public hearing shall be conducted on March 26, 2013, at 10:00 A.M., before this Board of Supervisors in the O’Brien County Courthouse, Board of Supervisors Board Room, 155 S. Hayes, Primghar, Iowa, on the proposal to issue not to exceed $8,000,000 aggregate principal amount of the Issuer’s revenue notes pursuant to the provisions of the Act, for the purpose of accomplishing the Refunding and financing the costs of the Project and related costs, and all local residents who appear at said hearing shall be given an opportunity to express their views for or against the proposal to issue such Notes; and at said hearing, or any adjournment thereof, this Board shall adopt a Resolution determining whether or not to proceed with the issuance of said Notes.

Section 2. The County Auditor of the Issuer is hereby directed to publish one time, not less than 15 days prior to the date fixed for said hearing, in a legal newspaper published and having a general circulation within the Issuer, a Notice of Intention to issue said Notes in substantially the following form:

NOTICE OF PUBLIC HEARING ON INTENTION TO ISSUE
HOUSING REVENUE LOAN PARTICIPATION NOTES (FIELDCREST-VISTA PRAIRIE COMMUNITIES PROJECT) SERIES 2013

Notice is hereby given that a public hearing will be conducted before the Board of Supervisors of O’Brien County, Iowa (the “Issuer”), in the O’Brien County Courthouse, Board of Supervisors Board Room, 155 S. Hayes, Primghar, Iowa, at 10:00 A.M. on March 26, 2013, on the proposal to issue not to exceed $8,000,000 aggregate principal amount of the Issuer’s revenue notes (the “Notes”), pursuant to the provisions of Chapter 419 of the Code of Iowa, for the purpose of loaning the proceeds thereof to Fieldcrest–GEAC, LLC, an Iowa limited liability company, whose sole member is Governmental and Educational Assistance Corporation (d/b/a Vista Prairie Communities) (the “Borrower”), to finance the costs of (i) refunding the City of Sheldon, Iowa $4,830,000 Housing Revenue Loan Participation Notes (Fieldcrest – GEAC Project) Series 2004A (the “Refunded Notes”) originally issued by the City of Sheldon, Iowa for the purpose of financing the acquisition of a 56-unit assisted living facility (the “Assisted Living Facility”) located at 2501 E. Sixth Street, Sheldon, Iowa (the “Refunding”); (ii) constructing, equipping and furnishing 13 additional units to the Assisted Living Facility and 12 new memory care units adjacent to the Assisted Living Facility to be located within the Issuer on E. Fifth Street, Sheldon, Iowa, (the “Project”); and (iii) paying costs of issuance and related costs. It is contemplated that a Loan Agreement will be entered into between the Issuer and the Borrower, under which the Issuer would loan to the Borrower the proceeds from the sale of the Notes in return for loan payments from the Borrower sufficient to pay the principal of, and interest and premium, if any, on such Notes as the same shall become due.

Such Notes, if issued, and the interest thereon, will be payable solely out of the revenues derived from the Loan Agreement and shall never constitute an indebtedness of the Issuer within the meaning of any state constitutional provision or statutory limitation, and will not constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or its taxing powers.

All local residents who appear at the hearing shall be given an opportunity to express their views for or against the proposal to issue the Notes, and at the hearing, or any adjournment thereof, the Board of Supervisors of the Issuer shall adopt a resolution determining whether or not to proceed with the issuance of the Notes.

By Order of the Board of Supervisors.

Barbara Rohwer
County Auditor

Section 3. Based upon representations of the Borrower, it is reasonably expected that original expenditures for Project costs will be paid from the Borrower’s own funds prior to the issuance of the Notes and the Issuer hereby declares an official intent in accordance with Treasury Regulation 1.150-2 to reimburse such original expenditures with proceeds of the Notes.

Section 4. Officials of the Issuer are hereby authorized to take such further action as may be necessary to carry out the intent and purpose of this Resolution.

Section 5. 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.

PASSED AND APPROVED this 19th day of February, 2013
Thomas Farnsworth
Chairperson

ATTEST:

Barbara Rohwer
County Auditor

Moved by DeBoom, seconded by Friedrichsen to approve the proceedings of February 12, 2013 with an amendment to the motion regarding the lumber quotes. This motion should read as follows: Moved by Friedrichsen, seconded by DeBoom to accept the low quotes of Wheeler Lumber at $10,547.20 for CuNap Lumber and $16,590.00 for Piling. Motion carried by all ayes.
Motion carried by all ayes.

Moved by DeBoom, seconded by Steensma to increase the County Engineer’s Maintenance Supervisor, Assistant Engineers, CADD Tech and Office Manger’s hourly rate by $.72 per hour and to increase the County Engineer’s annual salary to $92,350.40 effective July 1, 2013. Motion carried by all ayes.

Moved by DeBoom, seconded by McDowell to hold a budget amendment hearing at 9:30 a.m. March 12, 2013 and budget hearing for Fiscal 2014 at 9:45 a.m. March 12, 2013. Motion carried by all ayes.

Moved by Friedrichsen, seconded by Steensma to adjourn to February 26, 2013. Motion carried by all ayes.

Attest: Barbara Rohwer Thomas Farnsworth
County Auditor Chairman

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