The Fillmore County Board of Supervisors convened in open and public session at 9:00 a.m., May 8, 2006, in the Courthouse Boardroom in Geneva, Nebraska with Chairman Mueller presiding.  Members present were Cerny, Kimbrough, Yates, Galusha, and Simacek.  Capek was absent.  The County Clerk was present to record the minutes of the meeting.

 

            Notice of meeting was given by publication and by broadcasting on radio station KAWL.  A copy of the affidavit of publication is on file in the County Clerk’s office.  All proceedings hereinafter shown were taken while the convened meeting was open to the public.  The meeting adjourned at 12:02 p.m.

 

MINUTES APPROVED

 

            Chairman of the Board, Mueller declared the minutes approved as presented.

 

CLAIMS

 

            The claims were presented for payment.  The following abbreviations describe the expenditures: Equip – equipment, HDM’s – home delivered meals, Insur – insurance, Main – maintenance, Mtgs – meetings, Mile – mileage, Misc – miscellaneous, Post – postage, Pro – proceedings, Rep – repairs, Ret – retirement, Ser – service, SS – social security, Sup – supplies, Uni – uniform allowance, Uti – utilities, Wksh – workshop expense.

 

GENERAL FUND

 

 

Howard Ach, Atty.

Mile, Rent, Post, Sup, Copies

$3,323.00

Ackland Construction, Inc.

Ser

80.00

Alltel

Uti

461.00

Alltel

Uti

475.68

Alltel

Uti

25.00

Ameritas Life Insurance Corp.

Ret

2,174.51

Jon Anderson

Uni

35.00

Andrews Electric Co., Inc.

Ser

294.18

Aquila

Uti

407.48

Blue Cross/Blue Shield of Nebraska

Insur

13,579.69

Bottorf & Maser, Atty.

Ser

386.13

William L. Burgess

Uni, Meals, Mile, Misc.

103.73

Daryl L. Callenius

Uni, Meals

96.72

Marilyn Christiancy

Ret

25.00

City of Geneva

Uti

118.00

City of Geneva

Rent

440.00

Conoco Phillips Fleet

Fuel

1,179.20

Crete Area Medical Center

Boarding Prisoners

196.00

Jill R. Cunningham

Mile, Meals

141.73

Dept. of Admin. Services, DAS Communications

Ser

448.00

Duckwall – Alco Stores, Inc.

Sup

37.98

Dugan Business Forms

Sup

888.40

Eakes Office Plus

Sup

902.78

Earl’s Window Service

Ser

4.00

Jeffrey Ebeling

Uni, Misc

285.00

Election Systems & Software

Sup

333.15

Executive Copier Services

Ser

68.49

Fillmore County Clerk

Title

10.00

Fillmore County Treasurer

Post, Sup, Misc

784.03

First Concord Benefits Group, LLC

Ser

40.50

Galls – Aramark Company

Sup

23.97

Teri Gemar

Mile

145.07

Geneva State Bank

SS

2,569.51

Geneva Welding & Supply, Inc.

Sup

29.97

Norma Gregory

Ret

25.00

Hometown Leasing

Ser

440.10

Lambert Hopken

Mile

152.00

Steve Julich

Uni

35.00

Kerry’s Auto Repair & Service

Ser

32.70

Knoche Appraisal & Consulting, L.L.C.

Ser, Mile

2,280.00

Steven Kraviec

Ser

581.22

Lease Consultants Corporation

Ser

249.00

Lockwood Company, Inc.

Sup

218.00

Lynn Peavey Company

Sup

53.90

Ann McDonald

Ret

18.00

MIPS, Inc.

Ser

1,910.55

Rich Mueller/Tom Biegert

Rent

625.00

Nebraska Signal

Ad, Pro, Notices

2,537.83

Nebraska State Bar Assoc.

Wksh

100.00

Amy Nelson

Sup, Mile

116.17

Nelson Petroleum Co.

Fuel

716.30

Nick’s Farm Store Co.

Parts

54.94

Parade of Flags

Sup

75.00

R & D Parts, LLC

Sup

7.46

Radiology Associates, PC

Ser

157.00

Ralph’s Geneva Tire & Service Center

Rep

122.05

Rasmussen Mechanical Service Corp.

Sup

27.88

Steven G. Roemmich

Uni

35.00

Seiler & Parker PC

Ser

496.50

State of Nebraska Crime Commission

Sup

14.00

State of Nebraska Dept. of Correction

Boarding Prisoners

1,036.89

State of Nebraska HHS Laboratory

Ser

63.77

Chad Summers

Uni, Misc

250.00

Williams Exterminating, Inc.

Ser

110.00

Payroll

Salaries

35,847.70

 

 

 

ROAD/BRIDGE FUND

 

 

Alltel

Uti

135.42

Ameritas Life Insurance Corp.

Ret

1,502.73

Aquila

Uti

189.06

Auto Value Parts Stores

Sup, Tools, Rep

260.73

B’s Enterprises

Blades

7,842.10

Blue Cross/Blue Shield of Nebraska

Insur

11,072.55

Business World Products

Sup

29.25

Century Lumber Center

Parts, Sup, Rep

302.06

City of Geneva

Uti

56.90

Conoco Phillips Fleet

Fuel

573.83

Dorchester Farmers Coop

Fuel

2,523.94

Farm Plan

Parts

2,031.94

Geneva Implement

Parts

63.21

Geneva State Bank

SS

1,754.49

Geneva Welding & Supply, Inc.

Parts, Sup, Tools

111.62

Ralph Gould

Ret

18.00

Grafton Oil

Fuel, Sup

1,737.27

HSBC Business Solutions

Sup

21.80

Jill’s Sweet Shop

Misc

18.00

Donovan Jirkovsky

Ret

25.00

L. J. Webb Contractor, Inc.

Culverts

40,832.19

LeGrande Excavating

Grading

49,886.88

Lichti Oil

Fuel

1,327.39

Midwest Service & Sales

Sup

75.00

Mike’s Radiator & Tire

Parts, Rep

125.00

Nebraska Signal

Ad

18.00

Nelson Petroleum Co.

Parts, Fuel

568.05

Nichols Construction

Gravel

43,977.11

Nick’s Farm Store

Rep

45.03

Overland Sand & Gravel

Gravel

9,313.91

Perennial Public Power

Uti

34.01

Power Plan

Parts, Rep

7,099.98

R & D Parts LLC

Parts, Sup

296.77

Ralph’s Geneva Tire & Service

Sup, Rep

240.75

Speece Lewis Engineers

Fees

481.00

Superior Deshler, Inc.

Fuel

274.28

Texaco/Shell

Fuel

126.00

University of Nebraska, Technical Assist.

Wksh

15.00

Village of Fairmont

Uti

20.15

Zep Manufacturing

Sup

130.34

Payroll

Salaries

24,118.86

 

 

 

MEDICAL/RELIEF FUND

 

 

Farmer & Son Funeral Homes, Inc.

County Burial

1,221.87

Weaver Pharmacy

Sup

493.66

 

 

 

SENIOR SERVICES FUNDS

 

 

Ameritas Life Insurance Corp.

Ret

126.95

Janet Bartak

Post, Mile, Meal

84.50

Blue Cross/Blue Shield of Nebraska

Insur

912.92

Dawg’s Smokehouse Café

HDM’s

205.00

Exeter Golden Agers

USDA – Febr.

50.16

Fairmont Aging Services

USDA – Febr.

120.84

Fillmore County Rural Transit

Mile

30.00

Geneva Senior Center

USDA – Febr., Rent, Uti, Copies

702.38

Geneva State Bank

SS

161.06

Susan Kerl

Ser

240.00

Nancy Kohler

Wksh, Post, Mile, Misc

402.07

Jeannine Krejci

Ser

144.00

Lifetime Health

Wksh

36.00

Elizabeth Mattox Manning

Ser

144.00

Nebraska Signal

Ad

9.00

Ron’s Tavern

HDM’s

216.00

Rhonda Stokebrand

Mile

55.40

JoAnn Vavra

Ser

132.00

Payroll

Salaries

2,138.65

 

 

 

COURTHOUSE BOND FUND

 

 

Fillmore County Treasurer

Principal & Interest

81,970.00

 

 

 

ROAD BOND FUND

 

 

Fillmore County Treasurer

Interest

36,203.75

 

 

 

NOXIOUS WEED FUND

 

 

Action Auto Co.

Parts

27.26

Alltel

Uti

39.24

Ameritas Life Insurance Co.

Ret

75.73

Blue Cross/Blue Shield of Nebraska

Insur

456.46

Brothers Equipment, Inc.

Parts

118.15

Century Lumber

Misc

16.99

Conoco Phillips Fleet

Fuel

55.68

Merlin Ehmen

Rent

220.00

Ekeler Repair

Rep, Parts

448.57

Geneva State Bank

SS

85.83

The Nebraska Signal

Ad

168.00

Payroll

Salaries

1,121.95

 

 

 

E911 COMMUNICATIONS FUND

 

 

Andrews Electric

Rep

347.36

 

 

 

 

CLAIMS APPROVED

 

            Kimbrough moved and Simacek seconded the motion to approve the claims as presented.  Upon roll call, the vote was as follows:

 

Ayes: Cerny, Mueller, Galusha, Simacek, and Kimbrough

Nays: None                   Abstaining due to conflict of interest: Yates

 

            The Chairman declared the motion carried.

 

INTEGRITY STEEL WORKS

 

            Sheriff, Bill Burgess presented a proposal to the Board to have all locks in the Jail inspected and cleaned for $1,576.30.  After discussion, the Board approved Bill to have Integrity Steel Works inspect and clean the doors in the Jail.

 

FEE REPORTS

 

            Yates moved and Simacek seconded the motion to approve the following fee reports for April 2006:

 

County Clerk: $11,037.75 (State $7,065.66 & County $3,972.09)

Clerk of District Court: $520.06

Sheriff: $1,166.65

 

            Upon roll call, the vote was as follows:

 

Ayes: Mueller, Galusha, Yates, Simacek, Kimbrough, and Cerny

Nays: None                  

           

            The Chairman declared the motion carried.

 

OCCUPY COUNTY RIGHT-OF-WAY

 

            Kimbrough moved and Cerny seconded the motion to approve the following permits to occupy county right-of-way:

 

            Randall Pearson – to bury 8” PVC pipe and conduit between the SE ¼, Section 35-5-4 and SW ¼, Section 36-5-4, Bryant Township.  The owner will cooperate with Fillmore County Officials and keep them fully informed of all construction and maintenance work required.  The surface of the road and ditch will be restored to the same condition as it was prior to the work and such restoration will be accomplished to the reasonable satisfaction of Fillmore County Officials.

 

            Upon roll call, the vote was as follows:

 

Ayes: Galusha, Yates, Simacek, Kimbrough, Cerny, and Mueller

Nays: None

 

            The Chairman declared the motion carried.

COTTONWOOD TREES

 

            After discussion of the trees on the east side of Road 17 between Hwy. 6 and Road F, the Board asked that Highway Superintendent, Elmer Hessheimer work with the land owners in getting this cleaned up.

 

STEEL OBJECT MARKERS FOR BRIDGES

 

            Highway Superintendent, Elmer Hessheimer informed the Board that he has discussed the steel object markers with NIRMA our insurance carrier.  NIRMA informed Elmer that the County is meeting the intent with the current markers.

 

            After discussion, Kimbrough moved and Galusha seconded the motion to leave the Type 2 flexible object markers as is, there will be no steel markers at this time with the letter from NIRMA stating that the 3 x 12 markers meet the intent to mark bridges.  Upon roll call, the vote was as follows:

 

Ayes: Yates, Simacek, Kimbrough, Cerny, Mueller, and Galusha

Nays: None

 

            The Chairman declared the motion carried.

 

BONDS FOR ROAD TO ETHANOL PLANT

 

            Simacek moved and Galusha seconded the introduction of the following resolution:

 

RESOLUTION 2006-18

                                                                                                                                                           

A RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF $400,000 AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION HIGHWAY ALLOCATION FUND PLEDGE BONDS OF THE COUNTY OF FILLMORE, NEBRASKA TO PAY THE COSTS OF CONSTRUCTING IMPROVEMENTS TO CERTAIN OF THE HIGHWAYS AND ROADS OF THE COUNTY; PRESCRIBING THE FORM AND DETAILS OF THE BONDS; PLEDGING FUNDS RECEIVED FROM THE NEBRASKA HIGHWAY ALLOCATION FUND AND PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SUCH BONDS AS THEY BECOME DUE; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH

 

BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FILLMORE, NEBRASKA, AS FOLLOWS:

 

FINDINGS AND DETERMINATIONS

 

            The Board of Supervisors (the “Board”) of The County of Fillmore, Nebraska (the “County”) hereby finds and determines as follows:

 

            1.         It is necessary, desirable and advisable that the County construct improvements to certain highways and roads of the County, together with appurtenant related improvements (collectively, the “Project”) pursuant to plans, specifications and estimates of costs prepared by the County’s special engineers.

 

            2.         The estimated costs for such improvements are not less than $400,000.

 

            3.         Pursuant to the provisions of Section 66-4,101, Reissue Revised Statutes of Nebraska, as amended (the “Act”), the County is authorized (a) to issue its general obligation highway allocation fund pledge bonds to pay the costs of the Project, (b) to pledge funds received from the State of Nebraska Highway Allocation Fund (the “Highway Allocation Fund”) to the payment of the principal thereof and the interest thereon, and (c) to levy and collect a tax upon all the taxable property in the County at such rate or rates within any applicable statutory and constitutional limitations as will provide funds which, together with receipts from the Highway Allocation Fund pledged to the payment of such bonds, will be sufficient in amount to pay the principal of such bonds and the interest thereon when and as the same become due.

 

            4.         Taking into consideration available funds of the County for such purposes, it will be necessary for the County to issue its general obligation highway allocation fund pledge bonds in the aggregate principal amount of $400,000 (the “Bonds”) to pay the costs of the Project.

 

            5.         Other than (a) the $1,650,000 aggregate principal amount of its Highway Allocation Fund Pledge Bonds, Series 2002, dated May 15, 2002 (the “2002 Bonds”) and (b) the Bonds, the County has no bonds or any other obligations issued pursuant to or payable under the Act.

 

            6.         The maximum annual debt service on the 2002 Bonds is not greater than $134,608, the maximum annual debt service on the Bonds is not greater than $52,225; and the County’s expected receipts from the Highway Allocation Fund for its current fiscal year are not less than $722,775.

 

Section 807.           All conditions, acts and things required to exist or to be done precedent to the issuance of the Bonds, the pledging of funds and the levying of taxes as provided in this Resolution do exist and have been done as required by law.

 

 

ARTICLE I

 

DEFINITIONS

 

            Section 101.  Definitions of Words and Terms.  In addition to words and terms defined elsewhere herein, the following words and terms used in this Resolution have the following meanings:

 

            “Act” means Sections 66-4,101 and 66-4,102, Reissue Revised Statutes of Nebraska, as amended.

 

            “Beneficial Owner” means any Person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

 

            “Bond Counsel” means Gilmore & Bell, P.C., or other attorney or firm of attorneys with a nationally recognized standing in the field of municipal bond financing selected by the County.

 

            “Bond Purchase Agreement” means the Bond Purchase Agreement dated May 8, 2006, between the County and the Purchaser.

 

            “Bond Register” means the books for the registration, transfer and exchange of Bonds kept at the office of the Paying Agent.

 

            “Bonds” means the General Obligation Highway Allocation Fund Pledge Bonds, Series 2006, dated the date of delivery thereof, authorized and issued by the County pursuant to this Resolution.

 

            “Business Day” means a day other than a Saturday, Sunday or holiday on which the Paying Agent is scheduled in the normal course of its operations to be open to the public for conduct of its banking operations.

 

            “Cede & Co.” means Cede & Co., as nominee of The Depository Trust Company, New York, New York.

 

            “Code” means the Internal Revenue Code of 1986, as amended, and the applicable regulations of the Treasury Department proposed or promulgated thereunder.

 

            “Construction Fund” means the fund by that name referred to in Section 501 hereof.

 

            “County” means The County of Fillmore, Nebraska.

 

            “Debt Service Fund” means the fund by that name referred to in Section 501 hereof.

 

            “Defaulted Interest” means interest on any Bond which is payable but not paid on any Interest Payment Date.

 

            “Defeasance Obligations” means any of the following obligations:

 

            (a)        Government Obligations that are not subject to redemption in advance of their maturity dates; or

 

            (b)        obligations of any state or political subdivision of any state, the interest on which is excluded from gross income for federal income tax purposes and which meet the following conditions:

 

            (1)        the obligations are (A) not subject to redemption prior to maturity or (B) the trustee for such obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such obligations has covenanted not to redeem such obligations other than as set forth in such instructions;

 

            (2)        the obligations are secured by cash or Government Obligations that may be applied only to principal of, premium, if any, and interest payments on such obligations;

 

            (3)        such cash and the principal of and interest on such Government Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the obligations;

 

            (4)        such cash and Government Obligations serving as security for the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust;

 

            (5)        such cash and Government Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent; and

 

Section 807.           the obligations are rated in the highest rating category by Moody’s Investors Service, Inc. (presently “Aaa”) or Standard & Poor’s Ratings Group (presently “AAA”).

 

            “Designated Office” means the corporate trust administration office maintained by the Paying Agent at which the Paying Agent discharges its obligations under this Resolution and which may be changed by the Paying Agent upon written notice to the County and to each Registered Owner.

 

            “Government Obligations” means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United States, including evidences of a direct ownership interest in future interest or principal payments on obligations issued or guaranteed by the United States (including the interest component of obligations of the Resolution Funding Corporation), or securities which represent an undivided interest in such obligations, which obligations are rated in the highest rating category by a nationally recognized rating service and such obligations are held in a custodial account for the benefit of the County.

 

            “Interest Payment Date” means May 1 and November 1 of each year beginning November 1, 2006.

 

            “Maturity” when used with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or call for optional or mandatory redemption or otherwise.

 

            “Outstanding” means, when used with reference to the Bonds, as of any particular date of determination, all Bonds theretofore authenticated and delivered hereunder, except the following Bonds:

 

            (a)        Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;

 

            (b)        Bonds deemed to be paid in accordance with the provisions of Section 701 hereof; and

 

Section 807.           Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered hereunder.

 

            “Participants” means those financial institutions for whom the Securities Depository effects book entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference.

 

            “Paying Agent” means UMB Bank, N.A., St. Louis, Missouri, and any successors or assigns.

 

            “Permitted Investments” means any of the following securities, if and to the extent the same are at the time legal for investment of the County’s funds:

 

            (a)        Government Obligations;

 

            (b)        bonds, notes or other obligations of the State, or any political subdivision of the State, that at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service;

 

            ©          repurchase agreements with any bank, bank holding company, trust company, or other financial institution organized under the laws of the United States or any state, that are continuously and fully secured by any one or more of the securities described in clause (a) or (b) above and that have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreement and are held in a custodial or trust account for the benefit of the County;

 

            (d)        obligations of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation; and

 

Section 807.           certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States or any state, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by such securities as are described above in clauses (a) through (c), inclusive, which shall have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time deposits.

 

            “Person” means any natural person, corporation, partnership, joint venture, association, firm, joint‑stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof or other public body.

 

            “Project” means constructing improvements to certain of the County’s highways and roads.

 

            “Purchaser” means Edward D. Jones & Co., L.P., St. Louis, Missouri, and D.A. Davidson & Co., Omaha , Nebraska, the original purchasers of the Bonds.

 

            “Record Date” for the interest payable on any Interest Payment Date means the 15th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date.

 

            “Redemption Date” when used with respect to any Bond to be redeemed means the date fixed for the redemption of such Bond pursuant to the terms of this Resolution.

 

            “Redemption Price” when used with respect to any Bond to be redeemed means the price at which such Bond is to be redeemed pursuant to the terms of this Resolution.

 

            “Registered Owner” when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register.

 

            “Replacement Bonds” means Bonds issued to Beneficial Owners in accordance with Section 207 hereof.

 

            “Resolution” means this Resolution adopted by the governing body of the County, authorizing the issuance of the Bonds, as amended from time to time.

 

            “Securities Depository” means, initially, The Depository Trust Company, New York, New York, and its successors and assigns.

 

            “Special Record Date” means the date fixed by the Paying Agent pursuant to Section 204 hereof for the payment of Defaulted Interest.

 

            “State” means the State of Nebraska.

 

            “Stated Maturity” means, when used with respect to any Bond, the date specified in such Bond and this Resolution as the fixed date on which the principal of such Bond is due and payable.

 

            “Tax Certificate” means the Federal Tax Certificate executed and delivered by the County in connection with the issuance of the Bonds, as the same may be amended or supplemented in accordance with the provisions thereof.

 

            United States” means the United States of America.

 

ARTICLE II

 

AUTHORIZATION OF BONDS

 

            Section 201.  Authorization of Bonds.  The County is hereby authorized and directed to issue the Bonds in the aggregate principal amount of $400,000 to pay the costs of the Project and issuing the Bonds.

 

            Section 202.  Description of Bonds.  The Bonds shall consist of fully registered bonds, numbered from R-1 upward in order of issuance, in denominations of $5,000 or any integral multiple thereof.  The Bonds shall be in substantially the form set forth in Exhibit A attached hereto and shall be subject to registration, transfer and exchange as provided in Section 205 hereof.  All of the Bonds shall be dated the date of delivery thereof, shall become due and payable serially in the amounts on the Stated Maturities, subject to redemption and payment prior to their Stated Maturities as provided in Article III hereof, and shall bear interest at the rates per annum, as follows:

 

                         Stated Maturity                         Principal                           Annual Rate

                                May 1                                Amount                             of Interest

 

                                 2007                                $35,000                                  3.85%

                                 2008                                 35,000                                  3.90

                                 2009                                 35,000                                  3.95

                                 2010                                 35,000                                  4.00

                                 2011                                 40,000                                  4.05

                                 2012                                 40,000                                  4.10

                                 2013                                 40,000                                  4.20

                                 2014                                 45,000                                  4.30

                                 2015                                 45,000                                  4.40

                                 2016                                 50,000                                  4.45

 

            The Bonds shall bear interest at the above‑specified rates (computed on the basis of a 360‑day year of twelve 30‑day months) from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

 

            Each of the Bonds, as originally issued or issued upon transfer, exchange or substitution, shall be in substantially the form set forth in Exhibit A attached hereto.

 

            Section 203.  Designation of Paying Agent.  The County hereby designates the Paying Agent as its paying agent for the payment of principal or Redemption Price of and interest on the Bonds and bond registrar with respect to the registration, transfer and exchange of Bonds.  The Paying Agent shall serve in such capacities under the terms of an agreement entitled “Bond Registrar and Paying Agent Agreement” between the County and the Paying Agent (the “Registrar Agreement”), the form of which is hereby approved.  The Chair and Clerk are hereby authorized to execute the Registrar Agreement in substantially the form presented but with such changes as they shall deem appropriate or necessary.

 

            The County will at all times maintain a Paying Agent meeting the qualifications herein described for the performance of the duties hereunder.  The County reserves the right to appoint a successor Paying Agent by (a) filing with the Paying Agent then performing such function a certified copy of the proceedings giving notice of the termination of such Paying Agent and appointing a successor, and (b) causing notice of the appointment of the successor Paying Agent to be given by first-class mail to each Registered Owner. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent.

 

            Every Paying Agent appointed hereunder shall at all times be a commercial banking association or corporation or trust company organized and doing business under the laws of the United States or of a state of the United States, authorized under such laws to exercise trust powers and subject to supervision or examination by federal or state regulatory authority.

 

            Section 204.  Method and Place of Payment of Bonds.  The principal or Redemption Price of and interest on the Bonds shall be payable in any coin or currency of the United States that on the respective dates of payment thereof is legal tender for the payment of public and private debts.

 

            The principal or Redemption Price of each Bond shall be paid at Maturity by check or draft to the Person in whose name such Bond is registered on the Bond Register at the Maturity thereof, upon presentation and surrender of such Bond at the Designated Office of the Paying Agent.

 

            The interest payable on each Bond on any Interest Payment Date shall be paid to the Registered Owner of such Bond as shown on the Bond Register at the close of business on the Record Date for such interest by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register.

 

            Notwithstanding the foregoing provisions of this Section, any Defaulted Interest with respect to any Bond shall cease to be payable to the Registered Owner of such Bond on the relevant Record Date and shall be payable to the Registered Owner in whose name such Bond is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be fixed as specified in this paragraph.  The County shall notify the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be at least 30 days after receipt of such notice by the Paying Agent) and shall deposit with the Paying Agent at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment.  Following receipt of such funds the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment.  The Paying Agent shall promptly notify the County of such Special Record Date and, in the name and at the expense of the County, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date ledgere to be mailed, by first-class mail, postage prepaid, to each Registered Owner of a Bond entitled to such notice at the address of such Registered Owner as it appears on the Bond Register not less than 10 days prior to such Special Record Date.

 

            The Paying Agent shall keep a record of the payment of principal or Redemption Price of and interest on all Bonds and at least annually shall forward a copy or summary of such records to the County.

 

            Section 205.  Registration, Transfer and Exchange of Bonds.  The County covenants that, as long as any of the Bonds remain Outstanding, it will cause the Bond Register to be kept at the Designated Office.  Each Bond when issued shall be registered in the name of the Registered Owner thereof on the Bond Register.

 

            Bonds may be transferred and exchanged only on the Bond Register as provided in this Section 205.  Upon surrender of any Bond at the Designated Office, the Paying Agent shall transfer or exchange such Bond for a new Bond or Bonds in any authorized denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange.  Bonds presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Paying Agent, duly executed by the Registered Owner thereof or by the Registered Owner’s duly authorized agent.

 

            In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Paying Agent shall authenticate and deliver Bonds in accordance with the provisions of this Resolution.  The County shall pay the fees and expenses of the Paying Agent for the registration, transfer and exchange of Bonds provided for by this Resolution and the cost of printing a reasonable supply of registered bond blanks.  Any additional costs or fees that might be incurred in the secondary market, other than fees of the Paying Agent, are the responsibility of the Registered Owners of the Bonds.  In the event any Registered Owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as a result of such failure.  In compliance with Section 3406 of the Code, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Registered Owner hereunder or under the Bonds.

 

            The County and the Paying Agent shall not be required (a) to register the transfer or exchange of any Bond that has been called for redemption after notice of such redemption has been mailed by the Paying Agent pursuant to Section 303 hereof and during the period of 15 days next preceding the date of mailing of such notice of redemption, or (b) to register the transfer or exchange of any Bond during a period beginning at the opening of business on the day after receiving written notice from the County of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest pursuant to Section 204 hereof.

 

            The County and the Paying Agent may deem and treat the Person in whose name any Bond is registered on the Bond Register as the absolute owner of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price of and interest on said Bond and for all other purposes.  All payments so made to any such Registered Owner or upon the Registered Owner’s order shall be valid and effective to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the County nor the Paying Agent shall be affected by any notice to the contrary.

 

            At reasonable times and under reasonable regulations established by the Paying Agent, the Bond Register may be inspected and copied by the Registered Owners of 10% or more in aggregate principal amount of the Bonds then Outstanding or any designated representative of such Registered Owners whose authority is evidenced to the satisfaction of the Paying Agent.

 

            Section 206.  Execution, Registration, Authentication and Delivery of Bonds.  Each of the Bonds, including any Bonds issued in exchange or as substitutions for the Bonds initially delivered, shall be signed by the manual or facsimile signature of the Chair and attested by the manual or facsimile signature of the Clerk.  In case any officer whose signature appears on any Bond ceases to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery.  Any Bond may be signed by such persons who at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers.

 

            The Chair and Clerk are hereby authorized and directed to prepare and execute the Bonds in the manner herein specified, and, when duly executed and registered, to deliver the Bonds to the Paying Agent for authentication.

 

            The Bonds shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A attached hereto, which shall be manually executed by an authorized officer or employee of the Paying Agent, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time.  No Bond shall be entitled to any security or benefit under this Resolution or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Paying Agent.  Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution.  Upon authentication, the Paying Agent shall deliver the Bonds to the Purchaser upon payment of the purchase price of the Bonds plus accrued interest thereon to the date of their delivery.

 

            Section 207.  Mutilated, Destroyed, Lost and Stolen Bonds.  If (a) any mutilated Bond is surrendered to the Paying Agent or the Paying Agent receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (b) there is delivered to the Paying Agent such security or indemnity as may be required by the Paying Agent, then, in the absence of notice to the Paying Agent that such Bond has been acquired by a bona fide purchaser, the County shall execute and, upon the County’s request, the Paying Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated Maturity and of like tenor and principal amount.

 

            If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the County, in its discretion, may pay such Bond instead of issuing a new Bond.

 

            Upon the issuance of any new Bond under this Section 207, the County may require the payment by the Registered Owner of an amount sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith.

 

            Every new Bond issued pursuant to this Section 207 shall constitute a replacement of the prior obligation of the County, and shall be entitled to all the benefits of this Resolution equally and ratably with all other Outstanding Bonds.

 

            Section 208.  Cancellation and Destruction of Bonds Upon Payment.  All Bonds that have been paid or redeemed or that otherwise have been surrendered to the Paying Agent, either at or before Maturity, shall be cancelled by the Paying Agent immediately upon the payment, redemption and surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary practices of the Paying Agent.  The Paying Agent shall execute a certificate in duplicate describing the Bonds so cancelled and destroyed and shall file an executed counterpart of such certificate with the County.

 

            Section 209.  Book-Entry Bonds; Securities Depository.

 

            (a)        The Bonds shall initially be registered to Cede & Co., as nominee for the Securities Depository, and no Beneficial Owner will receive certificates representing its respective interests in the Bonds, except in the event the Paying Agent issues Replacement Bonds as provided in Section 209(b) hereof.  It is anticipated that during the term of the Bonds, the Securities Depository will make book-entry transfers among its Participants and receive and transmit payment of the principal or Redemption Price of and interest on the Bonds to the Participants until and unless the Paying Agent authenticates and delivers Replacement Bonds to the Beneficial Owners as described in Section 209(b).

 

            (b)        (1) If the County determines (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (C) that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Registered Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, or (2) if the Paying Agent receives written notice from Participants having interests in not less than 50% in aggregate principal amount of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book-entry system to the exclusion of any Bonds being issued to any Registered Owner other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, then the Paying Agent shall notify the Registered Owners of such determination or such notice and of the availability of certificates to Registered Owners requesting the same, and the Paying Agent shall register in the name of and authenticate and deliver Replacement Bonds to the Beneficial Owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under Section 209(b)(1)(A) or (1)(B), the County, with the consent of the Paying Agent, may select a successor securities depository in accordance with Section 209(c) hereof to effect book-entry transfers.  In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Bond.  Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Paying Agent, to the extent applicable with respect to such Replacement Bonds.  If the Securities Depository resigns and the County, the Paying Agent or Registered Owners are unable to locate a qualified successor of the Securities Depository in accordance with Section 209(c), then the Paying Agent shall authenticate and cause delivery of Replacement Bonds to Registered Owners as provided herein.  The Paying Agent may rely on information from the Securities Depository and its Participants as to the names of the Beneficial Owners of the Bonds.  The cost of printing Replacement Bonds shall be paid for by the County.

 

Section 807.           In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities Exchange Act of 1934, as amended, the County may appoint a successor Securities Depository provided the Paying Agent receives written evidence satisfactory to the Paying Agent with respect to the ability of the successor Securities Depository to discharge its responsibilities.  Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms.  The Paying Agent upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of Bonds to the successor Securities Depository in appropriate denominations and form as provided herein.

 

            Section 210.  Preliminary and Final Official Statement.  The Preliminary Official Statement, in the form attached hereto as Exhibit B, is hereby ratified and approved, and the final Official Statement is hereby authorized and approved by supplementing, amending and completing the Preliminary Official Statement with such changes and additions thereto as are necessary to conform to and describe the transaction.  The Chair is hereby authorized to execute the final Official Statement as so supplemented, amended and completed, and the use and public distribution of the final Official Statement by the Purchaser in connection with the reoffering of the Bonds is hereby authorized.  The proper officials of the County are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.

 

            For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2‑12(b)(1) of the Securities and Exchange Commission, the County hereby deems the information regarding the County contained in the Preliminary Official Statement to be “final” as of its date, except for the omission of such information as is permitted by Rule 15c2‑12(b)(1), and the appropriate officers of the County are hereby authorized, if requested, to provide the Purchaser a letter or certification to such effect and to take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Purchaser to comply with the requirement of such Rule.

 

            The County agrees to provide to the Purchaser within seven Business Days of the date of the sale of Bonds sufficient copies of the final Official Statement to enable the Purchaser to comply with the requirements of Rule 15c2‑12(b)(4) of the Securities and Exchange Commission and with the requirements of Rule G‑32 of the Municipal Securities Rulemaking Board.

 

            Section 211.  Sale of Bonds.  The Chair is hereby authorized to enter into the Bond Purchase Agreement between the County and the Purchaser in substantially the form attached hereto as Exhibit C, under which the County agrees to sell the Bonds to the Purchaser at a purchase price of 98.794% of the principal amount thereof, plus accrued interest to the date of delivery, upon the terms and conditions set forth therein and with such changes therein as shall be approved by the Chair, which officer is hereby authorized to execute the Bond Purchase Agreement for and on behalf of the County, such officer’s signature thereon being conclusive evidence of his or her approval thereof.

 

ARTICLE III

 

REDEMPTION OF BONDS

 

            Section 301.  Optional Redemption of Bonds.  At the option of the County, Bonds or portions thereof maturing on May 1, 2012, and thereafter may be called for redemption and payment prior to their Stated Maturity at any time on or after May 1, 2011, as a whole or in part at a Redemption Price equal to 100% of the principal amount being redeemed, plus accrued interest on such principal amount to the Redemption Date.

 

            Section 302.  Selection of Bonds to Be Redeemed.

 

            (a)        The Paying Agent shall call Bonds for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Paying Agent at least 45 days prior to the Redemption Date of written instructions of the County specifying the principal amount, Stated Maturities, Redemption Date and Redemption Prices of the Bonds to be called for redemption.  The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in Section 303 are met.

 

            (b)        Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof.  When less than all of the Outstanding Bonds are to be redeemed, such Bonds shall be redeemed in such principal amounts and from such Stated Maturities as the County, in its sole and absolute discretion may determine, and Bonds of less than a full Stated Maturity shall be selected by the Paying Agent in $5,000 units of principal amount in such equitable manner as the Paying Agent may determine.

 

Section 807.           In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than $5,000 are then Outstanding, then for all purposes in connection with such redemption each $5,000 of face value shall be treated as though it were a separate Bond of the denomination of $5,000.  If it is determined that one or more, but not all, of the $5,000 units of face value represented by any Bond are selected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Registered Owner of such Bond or the Registered Owner’s duly authorized agent shall present and surrender such Bond to the Paying Agent (1) for payment of the Redemption Price and interest to the Redemption Date of such $5,000 unit or units of face value called for redemption, and (2) for exchange, without charge to the Registered Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond.  If the Registered Owner of any such Bond fails to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the Redemption Date to the extent of the $5,000 unit or units of face value called for redemption (and to that extent only).

 

            Section 303.  Notice and Effect of Call for Redemption.  Unless waived by any Registered Owner of Bonds to be redeemed, official notice of any redemption shall be given by the Paying Agent on behalf of the County by mailing a copy of an official redemption notice by first-class mail at least 30 days prior to the Redemption Date to the Purchaser and each Registered Owner of the Bonds to be redeemed at the address shown on the Bond Register.

 

            All official notices of redemption shall be dated and shall contain the following information:

 

            (a)        the Redemption Date;

 

            (b)        the Redemption Price;

 

            ©          if less than all Outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be redeemed;

 

            (d)        a statement that on the Redemption Date the Redemption Price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after the Redemption Date; and

 

Section 807.           the place where such Bonds are to be surrendered for payment of the Redemption Price, which shall be the Designated Office.

 

            The failure of any Registered Owner to receive notice given as heretofore provided or an immaterial defect therein shall not invalidate any redemption.

 

            Prior to any Redemption Date, the County shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds that are to be redeemed on that date.

 

            Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein specified, and from and after the Redemption Date (unless the County defaults in the payment of the Redemption Price) such Bonds or portion of Bonds shall cease to bear interest.  Upon surrender of such Bonds for redemption in accordance with such notice, the Redemption Price of such Bonds shall be paid by the Paying Agent.  Installments of interest due on or prior to the Redemption Date shall be payable as herein provided for payment of interest.  Upon surrender for any partial redemption of any Bond, there shall be prepared for the Registered Owner a new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided herein.  All Bonds that have been surrendered for redemption shall be cancelled and destroyed by the Paying Agent as provided herein and shall not be reissued.

 

            In addition to the foregoing notice, further notice shall be given by the Paying Agent on behalf of the County as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if official notice thereof is given as above prescribed.

 

            (1)        Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of the Bonds as originally issued; (C) the rate of interest borne by each Bond being redeemed; (D) the Stated Maturity of each Bond being redeemed; and (E) any other descriptive information needed to identify accurately the Bonds being redeemed.

 

            (2)        Each further notice of redemption shall be sent at least one day before the mailing of notice to Registered Owners by first-class, registered or certified mail or overnight delivery, as determined by the Paying Agent, to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds.

 

Section 807.           Each check or other transfer of funds issued for the payment of the Redemption Price of Bonds being redeemed shall bear or have enclosed the CUSIP number of the Bonds being redeemed with the proceeds of such check or other transfer.

 

            The Paying Agent is also directed to comply with any mandatory or voluntary standards then in effect for processing redemptions of municipal securities established by the Securities and Exchange Commission.  Failure to comply with such standards shall not affect or invalidate the redemption of any Bond.

 

ARTICLE IV

 

SECURITY FOR AND PAYMENT OF BONDS

 

            Section 401.  Security for the Bonds.  For the prompt payment of the Bonds, both principal and interest, when and as the same shall become due, the County hereby pledges all receipts now or hereafter received by the County from the Highway Allocation Fund, as described and referred to in the Act, which receipts shall be deposited into the Debt Service Fund until there is on deposit in the Debt Service Fund an amount sufficient to pay the principal of and interest on the Bonds on the following Interest Payment Date.  The pledge provided for in this Section 401 shall not prevent the County from applying receipts from the Highway Allocation Fund in any year for other lawful purposes so long as sufficient receipts from the Highway Allocation Fund have been set aside for the payment of the principal or Redemption Price of and interest on the Bonds falling due in such year.  In addition, the County further reserves the right to issue additional highway allocation fund pledge bonds payable on a parity with and equally and ratably secured by a pledge of receipts from the Highway Allocation Fund.  The County hereby further agrees that it will cause to be levied and collected annually a tax on all the taxable property in the County within any applicable statutory and constitutional limitations sufficient in amount to pay the principal or Redemption Price of and interest on the Bonds until the same is fully paid.  The provisions of this Resolution shall constitute a contract between the County and the registered owners of the Bonds, and any Registered Owners may either in law or equity, by suit, action, mandamus or other proceedings enforce or compel performance of this Resolution.

 

            Section 402.  Levy and Collection of Annual Tax.  For the purpose of providing for the payment of the principal or Redemption Price of and interest on the Bonds as the same become due, to the extent receipts from the Highway Allocation Fund are insufficient, there is hereby levied upon all of the taxable property in the County a direct annual tax on all the taxable property in the County within any applicable statutory and constitutional limitations sufficient to pay all of the principal of and interest on the Bonds as the same becomes due and payable in each year.

 

            The taxes referred to above shall be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner as the other ad valorem taxes of the County are levied and collected.  The proceeds derived from such taxes shall be deposited in the Debt Service Fund, shall be kept separate and apart from all other funds of the County and shall be used solely for the payment of the principal or Redemption Price of and interest on the Bonds as and when the same become due and the fees and expenses of the Paying Agent.

 

            If at any time said taxes are not collected in time to pay the principal of or interest on the Bonds when due, the Treasurer is hereby authorized and directed to pay such principal or interest out of the general funds of the County and to reimburse the general funds for money so expended when such taxes are collected.

 

ARTICLE V

 

ESTABLISHMENT OF FUNDS;

DEPOSIT AND APPLICATION OF MONEY

 

            Section 501.  Establishment of Funds.  There have been or shall be established in the treasury of the County and shall be held and administered by the Treasurer of the County the following separate funds:

 

            (a)        Construction Fund; and

 

            (b)        Debt Service Fund.

 

            Section 502.  Deposit of Bond Proceeds.  The net proceeds received from the sale of the Bonds shall be deposited simultaneously with the delivery of the Bonds as follows:

 

            (a)        All accrued interest received from the sale of the Bonds shall be deposited in the Debt Service Fund and applied in accordance with Section 504 hereof.

 

Section 807.           The remaining balance of the proceeds derived from the sale of the Bonds shall be deposited in the Construction Fund and shall be applied in accordance with Section 503 hereof.

 

            Section 503.  Application of Money in the Construction Fund.  Money in the Construction Fund shall be used by the County solely for the purpose of (a) paying the costs of the Project in accordance with the plans and specifications ledgere prepared by the County’s engineers approved by the Board and on file in the office of the Clerk, including any alterations in or amendments to such plans and specifications deemed advisable by the County’s engineers and approved by the Board, and (b) paying the costs and expenses of issuing the Bonds.

 

            The Treasurer shall make a withdrawal from the Construction Fund only upon a duly authorized and executed order of the Board accompanied by a certificate executed by the County’s engineers stating that such payment is being made for a purpose within the scope of this Resolution and that the amount of such payment represents only the contract price of the property, equipment, labor, materials or service being paid for or, if such payment is not being made pursuant to an express contract, that such payment is not in excess of the reasonable value thereof.  Nothing hereinbefore contained shall prevent the payment out of the Construction Fund of all costs and expenses incident to the issuance of the Bonds without a certificate from the County’s engineers.

 

            Upon completion of the Project, any surplus remaining in the Construction Fund shall be transferred to and deposited in the Debt Service Fund.

 

            Section 504.  Application of Money in the Debt Service Fund.  All amounts paid and credited to the Debt Service Fund shall be expended and used by the County for the sole purpose of paying the principal or Redemption Price of and interest on the Bonds as and when the same become due and the usual and customary fees and expenses of the Paying Agent.  The Treasurer is authorized and directed to withdraw from the Debt Service Fund sums sufficient to pay both principal or Redemption Price of and interest on the Bonds and the fees and expenses of the Paying Agent as and when the same become due, and to forward such sums to the Paying Agent in a manner which ensures that the Paying Agent will receive immediately available funds in such amounts on or before the Business Day immediately preceding the dates when such principal, interest and fees of the Paying Agent will become due.  If, through the lapse of time or otherwise, the Registered Owners of Bonds are no longer entitled to enforce payment of the Bonds or the interest thereon, the Paying Agent shall return said funds to the County.  All money deposited with the Paying Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Resolution and shall be held in trust by the Paying Agent for the benefit of the Registered Owners of the Bonds entitled to payment from such money.

 

            Any money or investments remaining in the Debt Service Fund after the retirement of the indebtedness for which the Bonds were issued and all other indebtedness of the County shall be transferred and paid into the Road Fund of the County.

 

            Section 505.  Deposits and Investment of Money.  Money in each of the funds created by and referred to in this Resolution shall be deposited in a bank or banks or other legally permitted financial institutions that are members of the Federal Deposit Insurance Corporation.  All such deposits shall be continuously and adequately secured by the financial institutions holding such deposits as provided by the laws of the State.  All money held in the funds created by this Resolution shall be kept separate and apart from all other funds of the County so that there shall be no commingling of such funds with any other funds of the County.

 

            Money held in any fund referred to in this Resolution may be invested by the Treasurer at the direction of the Board, in accordance with this Resolution and the Tax Certificate, in Permitted Investments; provided, however, that no such investment shall be made for a period extending longer than the date when the money invested may be needed for the purpose for which such fund was created.  All earnings on any investments held in any fund shall accrue to and become a part of such fund.

 

            Section 506.  Payments Due on Saturdays, Sundays and Holidays.  If any payment on a Bond is due on a date which is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such payment date, and no interest shall accrue for the period after such payment date.

 

            Section 507.  Nonpresentment of Bonds.  If any Bond is not presented for payment when the principal thereof becomes due at Maturity, if funds sufficient to pay such Bond have been made available to the Paying Agent all liability of the County to the Registered Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the Registered Owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, said Bond.  If any Bond is not presented for payment within four years following the date when such Bond becomes due at Maturity, the Paying Agent shall repay to the County the funds theretofore held by it for payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the County, and the Registered Owner thereof shall be entitled to look only to the County for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and the County shall not be liable for any interest thereon and shall not be regarded as a trustee of such money.

 

ARTICLE VI

 

REMEDIES

 

            Section 601.  Remedies.  The provisions of this Resolution, including the covenants and agreements herein contained, shall constitute a contract between the County and the Registered Owners of the Bonds, and the Registered Owner or Owners of not less than 10% in aggregate principal amount of the Bonds at the time Outstanding shall have the right for the equal benefit and protection of all Registered Owners of Bonds similarly situated:

 

            (a)        by mandamus or other suit, action or proceedings at law or in equity to enforce the rights of such Registered Owner or Owners against the County and its officers, agents and employees, and to require and compel duties and obligations required by the provisions of this Resolution or by the constitution and laws of the State;

 

            (b)        by suit, action or other proceedings in equity or at law to require the County, its officers, agents and employees to account as if they were the trustees of an express trust; and

 

Section 807.           by suit, action or other proceedings in equity or at law to enjoin any acts or things which may be unlawful or in violation of the rights of the Registered Owners of the Bonds.

 

            Section 602.  Limitation on Rights of Registered Owners.  The covenants and agreements of the County contained herein and in the Bonds shall be for the equal benefit, protection and security of the Registered Owners of any or all of the Bonds.  All of the Bonds shall be of equal rank and without preference or priority of one Bond over any other Bond in the application of the funds herein pledged to the payment of the principal of and the interest on the Bonds, or otherwise, except as to rate of interest, or date of Maturity or right of prior redemption as provided in this Resolution.  No one or more Registered Owners secured hereby shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Registered Owners of such Outstanding Bonds.

 

            Section 603.  Remedies Cumulative.  No remedy conferred herein upon the Registered Owners is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred herein.  No waiver of any default or breach of duty or contract by the Registered Owner of any Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or remedies consequent thereon.  No delay or omission of any Registered Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein.  Every substantive right and every remedy conferred upon the Registered Owners of the Bonds by this Resolution may be enforced and exercised from time to time and as often as may be deemed expedient.  If any suit, action or proceedings taken by any Registered Owner on account of any default or to enforce any right or exercise any remedy has been discontinued or abandoned for any reason, or has been determined adversely to such Registered Owner, then, and in every such case, the County and the Registered Owners of the Bonds shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Registered Owners shall continue as if no such suit, action or other proceedings had been brought or taken.

 

ARTICLE VII

 

DEFEASANCE

 

            Section 701.  Defeasance.  When the principal or Redemption Price of and interest on any or all of the Bonds have been paid and discharged, then the requirements contained in this Resolution and the pledge of the County’s faith and credit hereunder and all other rights granted hereby shall terminate with respect to such Bonds so paid and discharged.  Bonds or the interest payments thereon shall be deemed to have been paid and discharged within the meaning of this Resolution if there has been deposited with the Paying Agent, or other commercial bank or trust company having full trust powers, at or prior to the Stated Maturity or Redemption Date of such Bonds, in trust for and irrevocably appropriated thereto, money and/or Defeasance Obligations which, together with the interest to be earned on any such Defeasance Obligations, will be sufficient for the payment of the principal of said Bonds and/or interest accrued to the Stated Maturity or Redemption Date, or if default in such payment has occurred on such date, then to the date of the tender of such payments, provided, however, that if any such Bonds are to be redeemed prior to their Stated Maturity, (a) the County has elected to redeem such Bonds, and (b) either notice of such redemption has been given, or the County has given irrevocable instructions, or shall have provided for an escrow agent to give irrevocable instructions, to the Paying Agent to give such notice of redemption in compliance with Section 302(a) hereof.  Any money and Defeasance Obligations that at any time shall be deposited with the Paying Agent or other commercial bank or trust company by or on behalf of the County, for the purpose of paying and discharging any of the Bonds, shall be and are hereby assigned, transferred and set over to the Paying Agent or other bank or trust company in trust for the respective Registered Owners of the Bonds, and such money shall be and are hereby irrevocably appropriated to the payment and discharge thereof.  All money and Defeasance Obligations deposited with the Paying Agent or other bank or trust company shall be deemed to be deposited in accordance with and subject to all of the provisions of this Resolution.

 

ARTICLE VIII

 

MISCELLANEOUS PROVISIONS

 

            Section 801.  Tax Covenants.

 

            (a)        The County covenants and agrees that (1) it will comply with all applicable provisions of the Code, including Sections 103 and 141 through 150, necessary to maintain the exclusion from federal gross income of the interest on the Bonds, and (2) it will not use or permit the use of any proceeds of Bonds or any other funds of the County, nor take or permit any other action, or fail to take any action, which would adversely affect the exclusion from federal gross income of the interest on the Bonds.  The County will also adopt such other resolutions and take such other actions as may be necessary to comply with the Code and with other applicable future law, in order to ensure that the interest on the Bonds will remain excluded from federal gross income, to the extent any such actions can be taken by the County.

 

            (b)        The County covenants and agrees that (1) it will use the proceeds of the Bonds as soon as practicable and with all reasonable dispatch for the purposes for which the Bonds are issued, and (2) it will not invest or directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the County in any manner, or take or omit to take any action, that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Code.

 

            ©          The County covenants and agrees that it will pay or provide for the payment from time to time of all rebatable arbitrage to the United States pursuant to Section 148(f) of the Code and the Tax Certificate.  This covenant shall survive payment in full or defeasance of the Bonds.  The Tax Certificate may be amended or replaced if, in the opinion of Bond Counsel, such amendment or replacement will not adversely affect the exclusion from federal gross income of the interest on the Bonds.

 

            (d)        The County covenants and agrees that it will not use any portion of the proceeds of the Bonds, including any investment income earned on such proceeds, directly or indirectly, (1) in a manner that would cause any Bond to be a “private activity bond” within the meaning of Section 141(a) of the Code, or (2) to make or finance a loan to any Person.

 

            (e)        The County makes the following representations in connection with the exception for small governmental units from the arbitrage rebate requirements under Section 148(f)(4)(D) of the Code:

 

            (1)        the County is a governmental unit under Nebraska law with general taxing powers;

 

            (2)        none of the Bonds is a private activity bond as defined in Section 141 of the Code;

 

            (3)        95 percent or more of the net proceeds of the Bonds are to be used for local governmental activities of the County;

 

            (4)        the aggregate face amount of all tax‑exempt bonds (other than private activity bonds) issued by the County (and all subordinate entities thereof) during the calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000; and

 

            (5)        the County (including all subordinate entities thereof) will not issue in excess of $5,000,000 of tax‑exempt bonds (including the Bonds but excluding private activity bonds) during the calendar year in which the Bonds are issued without first obtaining an opinion of Bond Counsel that the exclusion of the interest on the Bonds from federal gross income will not be adversely affected thereby.

 

            (f)         The County hereby designates the Bonds as “qualified tax‑exempt obligations” as defined in Section 265(b)(3) of the Code.  In addition, the County hereby represents that:

 

            (1)        the aggregate face amount of all tax‑exempt obligations (other than private activity bonds which are not “qualified 501©(3) bonds”) which will be issued by the County (and all subordinate entities thereof) during the calendar year in which the Bonds are issued is not reasonably expected to exceed $10,000,000; and

 

            (2)        the County (including all subordinate entities thereof) will not issue an aggregate principal amount of obligations designated by the County to be “qualified tax‑exempt obligations” during the calendar year in which the Bonds are issued, including the Bonds, in excess of $10,000,000, without first obtaining an opinion of Bond Counsel that the designation of the Bonds as “qualified tax‑exempt obligations” will not be adversely affected.

 

            The Chair is hereby authorized to take such other action as may be necessary to make effective the designation in this Section 801(f).

 

            (g)        The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of the Bonds pursuant to Article VII of this Resolution or any other provision of this Resolution, until the final State Maturity of all Bonds Outstanding.

 

            Section 802.  Amendments.  The rights and duties of the County and the Registered Owners, and the terms and provisions of the Bonds or of this Resolution, may be amended or modified at any time in any respect by Resolution of the County with the written consent of the Registered Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, such consent to be evidenced by an instrument or instruments executed by such Registered Owners and duly acknowledged or proved in the manner of a deed to be recorded, and such instrument or instruments shall be filed with the Clerk, but no such modification or alteration shall:

 

            (a)        extend the maturity of any payment of principal or interest due upon any Bond;

 

            (b)        effect a reduction in the amount which the County is required to pay as principal of or interest on any Bond;

 

            ©          permit preference or priority of any Bond over any other Bond; or

 

Section 807.           reduce the percentage in principal amount of Bonds required for the written consent to any modification or alteration of the provisions of this Resolution.

 

Any provision of the Bonds or of this Resolution may, however, be amended or modified by Resolution duly adopted by the governing body of the County at any time in any legal respect with the written consent of the Registered Owners of all of the Bonds at the time Outstanding.

 

            Without notice to or the consent of any Registered Owners, the County may amend or supplement this Resolution for the purpose of curing any formal defect, omission, inconsistency or ambiguity therein or in connection with any other change therein which is not materially adverse to the interests of the Registered Owners.

 

            Every amendment or modification of the provisions of the Bonds or of this Resolution, to which the written consent of the Registered Owners is given, as above provided, shall be expressed in a Resolution adopted by the Board amending or supplementing the provisions of this Resolution and shall be deemed to be a part of this Resolution.  A certified copy of every such amendatory or supplemental Resolution, if any, and a certified copy of this Resolution shall always be kept on file in the office of the Clerk, and shall be made available for inspection by the Registered Owner of any Bond or a prospective purchaser or owner of any Bond authorized by this Resolution, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental Resolution or of this Resolution will be sent by the Clerk to any such Registered Owner or prospective purchaser.

 

            Any and all modifications made in the manner hereinabove provided shall not become effective until there has been filed with the Clerk a copy of the Resolution of the County hereinabove provided for, duly certified, as well as proof of any required consent to such modification by the Registered Owners of the Bonds then Outstanding.  It shall not be necessary to note on any of the Outstanding Bonds any reference to such amendment or modification.

 

            The County shall furnish to the Paying Agent a copy of any amendment to the Bonds or this Resolution which affects the duties or obligations of the Paying Agent under this Resolution.

 

            Section 803.  Notices, Consents and Other Instruments by Registered Owners.  Any notice, consent, request, direction, approval or other instrument to be signed and executed by the Registered Owners may be in any number of concurrent writings of similar tenor and may be signed or executed by such Registered Owners in person or by agent appointed in writing.  Proof of the execution of any such instrument or writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Resolution, and shall be conclusive in favor of the County and the Paying Agent with regard to any action taken, suffered or omitted under any such instrument, namely:

 

            (a)        The fact and date of the execution by any person of any such instrument may be proved by a certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such instrument acknowledged before such officer the execution thereof, or by affidavit of any witness to such execution.

 

Section 807.           The fact of ownership of Bonds, the amount or amounts, numbers and other identification of Bonds, and the date of holding the same shall be proved by the Bond Register.

 

            In determining whether the Registered Owners of the requisite aggregate principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Resolution, Bonds owned by the County shall be disregarded and deemed not to be Outstanding under this Resolution, except that, in determining whether the Registered Owners shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Registered Owners know to be so owned shall be so disregarded.  Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the ledge establishes to the satisfaction of the Registered Owners the ledge’s right so to act with respect to such Bonds and that the ledge is not the County.

 

            Section 804.  Further Authority.  The officers of the County, including the Chair and Clerk, are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Resolution and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability.

 

            Section 805.  Severability.  If any section or other part of this Resolution, whether large or small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other provisions of this Resolution.

 

            Section 806.  Governing Law.  This Resolution shall be governed exclusively by and construed in accordance with the applicable laws of the State.

 

            Section 807.  Effective Date.  This Resolution shall take effect and be in full force from and after its passage by Board as provided by law.

 

            Upon roll call, the vote was as follows:

 

Ayes: Yates, Simacek, Kimbrough, Mueller, and Galusha

Nays: None                   Abstaining due to conflict of interest: Cerny

 

            The Chairman declared the resolution adopted.

 

BOND PURCHASE AGREEMENT

 

            Kimbrough moved and Yates seconded the motion to approve the Bond Purchase Agreement for the road to the Ethanol Plant.  Upon roll call, the vote was as follows:

 

Ayes: Simacek, Kimbrough, Mueller, Galusha, and Yates

Nays: None                   Abstaining due to conflict of interest: Cerny

 

            The Chairman declared the motion carried.

 

CISDA AND UNITED WAY

 

            Carol Hrdlicka with CISDA and United way presented the annual reports and budget requests for 2006-2007. 

 

BOARD OF EQUALIZATION

 

            At the request of County Assessor, Joan Ackland, Yates moved and Cerny seconded the motion to go into session as the Fillmore County Board of Equalization at 11:04 a.m.  Upon roll call, the vote was as follows:

 

Ayes: Kimbrough, Cerny, Mueller, Galusha, Yates, and Simacek

Nays: None      

 

            The Chairman declared the motion carried.

 

VOID TAX CORRECTION

 

            After discussion, Kimbrough moved and Yates seconded the motion to void a tax correction #15-05 made at the April 25th Board meeting.  Upon roll call, the vote was as follows:

 

Ayes: Cerny, Mueller, Galusha, Yates, Simacek, and Kimbrough

Nays: None

 

            The Chairman declared the motion carried.

 

TAX CORRECTION

 

            Cerny moved and Kimbrough seconded the motion to approve Tax Correction #16-05 as presented by the County Assessor.  Upon roll call, the vote was as follows:

 

Ayes: Mueller, Galusha, Yates, Simacek, Kimbrough, and Cerny

Nays: None

 

            The Chairman declared the motion carried.

 

RETURN TO REGULAR SESSION

 

            Simacek moved and Galusha seconded the motion to adjourn as Board of Equalization and return to regular session of the Fillmore County Board of Supervisors at 11:10 a.m.  Upon roll call, the vote was as follows:

 

Ayes: Galusha, Yates, Simacek, Kimbrough, Cerny, and Mueller

Nays: None

 

            The Chairman declared the motion carried.

 

FENCE VIEWERS LIEN

 

            Deputy County Attorney, Howard Ach informed the Board that he had contacted the Attorney General’s office for an opinion on Fence Viewers Lien.  Attorney General’s office would not offer an opinion, due to the fact that this is a civil award.  The Board requested that Howard send a letter to the owner of property in dispute.

 

COMMUNICATIONS PROJECT #HLS 3403

 

            Emergency Manager, Terry Marshall and Brad Stark from Platte Valley Communications of Hastings presented to the Board a proposal for the purchasing and installation of communications equipment, Project #HLS 3403 for the cost of $265,737.69, which will be funded by grants awarded to Fillmore County.

 

            After discussion, Cerny moved and Galusha seconded the motion to approve the proposal for the Communications Project #HLS 3403.  Upon roll call, the vote was as follows:

 

Ayes: Yates, Simacek, Kimbrough, Cerny, Mueller, and Galusha

Nays: None

 

            The Chairman declared the motion carried.

 

ADDING SECURITIES

 

            Yates moved and Kimbrough seconded the introduction of the following resolution:

 

RESOLUTION 2006-19

 

            BE IT RESOLVED, that the Geneva State Bank of Geneva, Nebraska, be allowed to add the following security held by Federal Home Loan Bank of Topeka, Kansas to-wit:

 

            Letter of Credit #9149 for $2,400,000.00

 

            Upon roll call, the vote was as follows:

 

Ayes: Yates, Simacek, Kimbrough, Cerny, Mueller, and Galusha

Nays: None

 

            The Chairman declared the resolution adopted.

 

AGREEMENT FOR COUNTY BURIALS

 

            Cerny moved and Galusha seconded the motion to approve the agreement with Farmer & Sons Funeral Homes, Inc. for County Burials and Indigent/Transient Burials at a cost of $1,375.00.  Upon roll call, the vote was as follows:

 

Ayes: Simacek, Kimbrough, Cerny, Mueller, Galusha, and Yates

Nays: None

 

            The Chairman declared the motion approved.

 

CLOSED SESSION FOR PERSONNEL

 

            Cerny moved and Yates seconded the motion that the Fillmore County Board holds a closed session at this time pursuant of Section 84-1401, Reissue, Revised Statutes of Nebraska, 1943, for the protection of the public interest, and to consider in closed session, personnel items authorized by Statute to be discussed in closed session.  Upon roll call, the vote was as follows:

 

Ayes: Kimbrough, Cerny, Mueller, Galusha, Yates, and Simacek

Nays: None

 

            The Chairman declared the motion carried and requested the County Clerk to remain.  Closed session began at 11:58 a.m.

 

RETURN TO REGULAR SESSION

 

            Cerny moved and Yates seconded the motion to return to open session at 12:01 p.m.  Upon roll call, the vote was as follows:

 

Ayes: Cerny, Mueller, Galusha, Yates, Simacek, and Kimbrough

Nays: None

 

            The Chairman declared the motion carried.

 

ADJOURNMENT

 

            Agenda items “Heating & Air Conditioning in Conference Room, Narrowing road way on Road 20, and Appointment of Fillmore County Public Health Board” were tabled until a future Board meeting.  As there were no other items to come before the Board, the Chairman declared the meeting adjourned until 9:00 a.m. May 23, 2006.

 

_____________________________________                   _____________________________________________

Attest                                                                           Chairman