Mahnomen ISD #432

School Board Minutes October 9, 2017

MINUTES
REGULAR MONTHLY BOARD MEETING AGENDA
I.S.D. NO. 432, MAHNOMEN, MINNESOTA
October 9, 2017

 

CALL TO ORDER at 6:00 pm by Jim DeVries in the High School.

PLEDGE OF ALLEGIANCE

 

ROLL CALL Board Members Present:  Jim DeVries,Jon McArthur, Melissa Buck, Jill Kettner,  Kyle Larson and Nicole Ose.  Staff participating at the table were: Superintendent Jeff Bisek, High School Principal Kevin Hedstrom, Elementary Principal Jacob Melby and District Secretary Delane Schaumburg.

Staff and visitors in attendance:  Patricia Garcia, Pat Athmann, Lori Handyside, Amanda Okeson, Mary Torgerson, Sydney Clark, Lindsay Person, Kimberli Leird, Sarah Keezer, Carl Clark– FJJ Solutions, Jon Roscoe-Miller McDonald auditing firm and Mahnomen Pioneer Representative, Sue Kraft. 

 

ADOPTING THE AGENDA-

MOTION BY Kettner to approve the agenda with additions.  SECONDED BY Ose.   VOTE-u/c

 

VISITORS/PRESENTERS IN ATTENDANCE SPEAKING AT THIS MEETING.    Jon Roscoe- Miller McDonald Auditing Firm and Carl Clark, FJJ Solutions– 2017 Facility Project update.

           

MONTHLY MINUTE AND FINANCE CONSENT BUSINESS

MOTION BY McArthur to approve the September 11, 2017 Regular Meeting Minutes as well as the September 18, 2017 Special Meeting Minutes as presented as well as monthly financial claims for October 9, 2017 totaling $279,230.86 with check  numbers 74095-74188 and Payables totaling $30,973.21 with check numbers 74082-74087 and additional payments for October 9, 2017 totaling $27,151.08 with check numbers 74189-74216, whereby the October  total amount of bills paid is $337,355.15, and also approve this action to recognize and accept the following donation-None.   SECONDED BY Buck.  VOTE-u/c

COMMUNICATIONS- None

     

STUDENT REPRESENTATIVE, COMMITTEE, AND SCHOOL BOARD REPORTS-Student Representatives –Activities include Homecoming, ditch cleaning and selling homecoming buttons.  Federal Fund-NAFIS Conference report.   ALC-report submitted; Pairing Committee-Soliciting logo ideas for a decision on October 16 meeting.  Uniforms were ordered for basketball and wrestling; Personnel Committee-Negotiations update; Building & Grounds-Report-October 4, 2017 meeting, Appointment of alternate committee member and petition to vacate alley in south parking lot and have property re-zoned.  Phase II bidding are scheduled for December.  Region 1-August 24, 2017 minutes; BRIC-September 19, 2017 minutes; MSBA-MSBA Advocacy Tour September 12, 2017 in TRF.  MSBAIT Ballot; Safety Committee-Minutes 10-5-17 Safety Committee Meeting, I wash stations should be tested, and update all exit plans. 

ADMINISTRATION REPORTS-Elementary Principal-What’s Happened, What’s Going to Happen.   High School Principal-Things Happening, Discipline report, Attendance and credit review with 9th graders and credit review with Seniors. Superintendent Report:  Enrollments.

 

OLD BUSINESS-

Second Reading of Policy 903 Visitors

 

Acknowledgement of Annual Impact Aid/Federal Programs Hearing Meeting

MOTION BY McArthur to acknowledge receipt and review of the October 5, 2017 Impact Aid Public Hearing minutes as well as the review of policy 903.1.  SECONDED BY Larson.  VOTE-u/c

 

NEW BUSINESS-

Acknowledge Receipt and Review of the FY-17 Fiscal Audit

MOTION BY Larson to acknowledge receipt and review of the 2016-17 Financial Audit as presented earlier in this meeting by Jon Roscoe, Miller McDonald auditing firm.  SECONDED BY  Buck.              VOTE-u/c

White Earth Head Start Catering Agreement

MOTION BY  DeVries to approve the White Earth Head Start Catering Agreement for the 2017-18 program year as presented.  SECONDED BY Larson.  VOTE-u/c

Resolution Awarding Sale of Series 2017A Bonds

Pursuant to due call and notice thereof, a regular meeting of the School Board of Independent School District No. 432, Mahnomen Public Schools, State of Minnesota, was duly held on October 9, 2017, at 6:00 p.m.

Member DeVries introduced the following resolution and moved its adoption:

A RESOLUTION AWARDING THE SALE OF $4,540,000 GENERAL OBLIGATION BONDS, SERIES 2017A; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT

BE IT RESOLVED by the School Board (the “Board”) of Independent School District No. 432, Mahnomen Public Schools, State of Minnesota (the “District”), as follows:

 

1.01.       Background.  It is determined that:

(a)           pursuant to a resolution adopted by this Board on August 14, 2017 (the “Authorizing Resolution”), this Board memorialized the District’s intent to: (i) undertake long term facility maintenance and health and safety improvements to the ventilation systems at Mahnomen High School (the “Project”); and (ii) refund the

 

outstanding principal amount (the “Refunding”) of the District’s General Obligation Alternative Facilities Bonds, Series 2008A (the “Refunded Bonds”), through the issuance of its general obligation bonds, which were authorized to be issued in the maximum aggregate principal amount of $4,610,000, and at a maximum interest rate of 3.75% per annum;

(b)           the District is authorized by Minnesota Statutes, Section 123B.595 and Chapter 475, as amended (collectively, the “Act”), to finance the Project and the Refunding by the issuance of general obligation bonds of the District payable from ad valorem taxes levied on all taxable property in the District;

(c)           pursuant to Section 123B.595, Subdivision 5(b) of the Act, on August 17, 2017 the District published a notice of the Project, the total estimated amount of the Bonds (hereafter defined), and the total amount of District indebtedness in the Mahnomen Pioneer, the District’s official newspaper;

(d)           under Section 475.60, Subdivision 1 of the Act, and as otherwise provided for in Section 475.56 of the Act, the Bonds may be sold at an amount not greater than two percent (2%) of the amount otherwise authorized to be issued pursuant to the Authorizing Resolution, plus accrued interest, in this case $92,200 ($4,610,000 x .02), for a total of $4,702,200;

(e)           it is necessary and expedient to the sound financial management of the District that the District issue its General Obligation Bonds, Series 2017A, in the total aggregate principal amount of $4,540,000 (the “Bonds”) pursuant to the Act to provide financing for the Project and the Refunding.

1.02.       Award to the Purchaser and Interest Rates.  The proposal of Robert W. Baird & Co. Incorporated (the “Purchaser”) to purchase the Bonds is determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $4,681,606.30 (par amount of $4,540,000.00, plus original issue premium of $209,706.30, less underwriter’s discount of $68,100.00), for Bonds bearing interest as follows:

Year

Interest Rate

Year

Interest Rate

       

2019

   2.000%

2024

   3.000%

2020

2.000

2025

3.000

2021

2.000

2026

3.000

2022

2.000

2027

3.000

2023

3.000

2028

3.000

                Term Bonds due February 1, 2031 at 3.000%.

1.03.       Purchase Contract.  The Board Chair and the District Superintendent are directed to execute a contract with the Purchaser on behalf of the District.

1.04.       Terms and Principal Amounts of the Bonds.  The District will forthwith issue and sell the Bonds pursuant to the Act in the total principal amount of $4,540,000, originally dated November 3, 2017, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows:

                 

Year

Amount

Year

Amount

       

2019

                $460,000

2024

                $285,000

2020

490,000

2025

290,000

2021

530,000

2026

300,000

2022

545,000

2027

315,000

2023

415,000

2028

320,000

                Term Bonds due February 1, 2031 in the aggregate principal amount of $590,000.

                $3,295,000 of the Bonds (the “New Money Portion”) maturing in the amounts and on the dates set forth below are being issued to finance the Project:

Year

 

Amount

 

Year

 

Amount

             

2019

 

 $200,000

 

2026

 

 $300,000

2020

 

  215,000

 

2027

 

  315,000

2021

 

  250,000

 

2028

 

  320,000

2022

 

  260,000

 

2029

 

  190,000

2023

2024

2025

 

  270,000

  285,000

  290,000

 

2030

2031

 

  195,000

  205,000

                $1,245,000 of the Bonds (the “Refunding Portion”) maturing in the amounts and on the dates set forth below are being issued to effectuate the current refunding of the Refunded Bonds:

Year

Amount

2019

$260,000

2020

275,000

2021

280,000

2022

285,000

2023

145,000

1.05.  Optional Redemption.  The District may elect on February 1, 2026, and on any date thereafter to prepay Bonds due on or after February 1, 2027.  Redemption may be in whole or in part and if in part, at the option of the District and in such manner as the District will determine.  If less than all Bonds of a maturity are called for redemption, the District will notify DTC (as defined in Section 8 hereof) of the particular amount of such maturity to be prepaid.  DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed.  Prepayments will be at a price of par plus accrued interest.

1.06.       Mandatory Redemption.  The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in the principal amounts as follows:

Sinking Fund Installment Date                                                                        Principal Amount

                February 1,

                2031 Term Bonds

                                2029                                                                                       $190,000

                                2030                                                                                       195,000

                                2031 (maturity)                                                                                    205,000

                Section 2.              Registration and Payment.

2.01.       Registered Form.  The Bonds will be issued only in fully registered form.  The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein.

2.02.       Dates; Interest Payment Dates.  Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue.  The interest on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2018, to the registered owners of record as of the close of business on the fifteenth day of the calendar month next preceding such interest payment date, whether or not that day is a business day.

2.03.       Registration.  The District will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the “Registrar”).  The effect of registration and the rights and duties of the District and the Registrar with respect thereto are as follows:                

(a)           Register.  The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged.

(b)           Transfer of Bonds.  Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor.  The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date.

(c)           Exchange of Bonds.  When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner’s attorney in writing.

(d)           Cancellation.  Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the District.

(e)           Improper or Unauthorized Transfer.  When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized.  The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized.

(f)            Persons Deemed Owners.  The District and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a registered owner or upon the owner’s order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid.

(g)           Taxes, Fees and Charges.  The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange.

(h)           Mutilated, Lost, Stolen or Destroyed Bonds.  If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the District and the Registrar must be named as obligees.  Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the District.  If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment.

(i)            Redemption.  In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law.  Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds.  Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time.

2.04.       Appointment of Initial Registrar.  The District appoints U.S. Bank National Association as the initial Registrar.  The Board Chair and the District Superintendent are authorized to execute and deliver, on behalf of the District, a contract with the Registrar.  Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar.  The District agrees to pay the reasonable and customary charges of the Registrar for the services performed.  The District reserves the right to remove the Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar.  On or before each principal or interest due date, without further order of this Board, the District Superintendent must transmit to the Registrar money sufficient for the payment of all principal and interest then due.

2.05.       Execution, Authentication and Delivery.  The Bonds will be prepared under the direction of the District Superintendent and executed on behalf of the District by the signatures of the Board Chair and the District Superintendent, provided that those signatures may be printed, engraved or lithographed facsimiles of the originals.  If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery.  Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar.  Certificates of authentication on different Bonds need not be signed by the same representative.  The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this Resolution.  When the Bonds have been so prepared, executed and authenticated, the District Superintendent will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price.

2.06.       Temporary Bonds.  The District may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such changes as may be necessary to reflect more than one maturity in a single temporary bond.  Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.

Section 3.              Form of Bond.

3.01.       Form.  The Bonds will be printed or typewritten in substantially the form as attached hereto as EXHIBIT A.

3.02.       Approving Legal Opinion.  The District Superintendent is authorized and directed to obtain a copy of the proposed approving legal opinion of Eckberg Lammers, P.C., Stillwater, Minnesota, Bond Counsel to the District, which is to be complete except as to dating thereof and cause the opinion to be printed on or accompany each Bond.

Section 4.              Payment; Security; Pledges and Covenants.

4.01.       Funds and Accounts.  (a)                     Debt Service Fund.  The Bonds are payable from the General Obligation Bonds, Series 2017A Debt Service Fund (the “Debt Service Fund”) created herein.  The District will maintain a separate sub-account known as the Project Account (the “Project Account”) and a separate sub-account known as the Refunding Account (the “Refunding Account”) in the Debt Service Fund.

(b)           Project Account.  The District Superintendent or a designee will timely deposit in the Project Account the proceeds of ad valorem taxes levied or to be levied for payment of the Project (the “New Money Taxes”), which New Money Taxes are pledged to the Project Account of the Debt Service Fund.  If a payment of principal or interest on the New Money Portion of the Bonds becomes due when there is not sufficient money in the Project Account of the Debt Service Fund to pay the same, the District Superintendent or a designee is directed to pay such principal or interest from the general fund of the District, and the general fund will be reimbursed for those advances out of the proceeds of the New Money Taxes levied, when received.

(c)           Refunding Account.  The District Superintendent will timely deposit in the Refunding Account the proceeds of ad valorem taxes (the “Refunding Taxes”) levied or to be levied for the projects originally financed by the Refunded Bonds, which Refunding Taxes are pledged to the Refunding Account of the Debt Service Fund.  The debt service fund for the Refunding Bonds is terminated, and all money therein shall be transferred to the Refunding Account of the Debt Service Fund to assist with payment of the debt service on the Refunding Portion of the Bonds.  If any payment of principal or               interest on the Refunding Portion of the Bonds becomes due when there is not sufficient money in the Refunding Account of the Debt Service Fund to pay the same, the District Superintendent or a designee is directed to pay such principal or interest from the general fund of the District, and the general fund will be reimbursed for such advances out of the proceeds of Refunding Taxes, when received.

(d)           Project Fund.  The proceeds of the New Money Portion of the Bonds, together with any other funds appropriated during the construction and equipping of the Project, will be deposited in a separate fund (the “Project Fund”) to be used solely to defray expenses of the construction and equipping of the Project.  When the Project is completed and the costs thereof paid, the Project Fund is to be closed and any balance therein is to be deposited in the Project Account of the Debt Service Fund.

(e)           Refunding Fund.  The proceeds of the Refunding Portion of the Bonds will be deposited in a separate fund (the “Refunding Fund”) to be used solely to redeem and prepay the Refunded Bonds in accordance with this Resolution.  Any balance remaining in the Refunding Fund after the redemption of the Refunded Bonds shall be deposited in the Refunding Account of the Debt Service Fund.  It is found and determined that such proceeds of the Refunding Portion of the Bonds will be sufficient to prepay the outstanding principal of the Refunded Bonds on the Redemption Date (herein defined).

4.02.       Pledge of Tax Levies.  For the purpose of paying the principal of and interest on the New Money Portion of the Bonds and the Refunding Portion of the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the District, which tax will be spread upon the tax rolls and collected with and as part of other general taxes of the District.  The New Money Taxes and the Refunding Taxes will be respectively credited to the Project Account and the Refunding Account of the Debt Service Fund created above and will be in the years and amounts as provided for on Exhibits B-1 and B-2 attached hereto.  The total tax levy for the Bonds, combining all tax levies allocated to the New Money Taxes and the Refunding Taxes, is shown on Exhibit B-3 attached hereto.

4.03.       Debt Service Coverage.  It is determined that the estimated aggregate collections of New Money Taxes and Refunding Taxes will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the New Money Portion of the Bonds and the Refunding Portion of the Bonds, respectively.  The tax levies herein provided are irrepealable until all of the New Money Portion of the Bonds and the Refunding Portion of the Bonds, respectively, are paid, provided that at the time the District makes its annual tax levies the District Superintendent or District Finance staff may certify to the Mahnomen County Auditor/Treasurer (the “County Auditor/Treasurer”) the amounts available in the Project Account and the Refunding Account, respectively, of the Debt Service Fund to pay principal and interest due during the ensuing year, and the County Auditor/Treasurer will thereupon reduce the corresponding levy collectible during such year by the amounts so certified.

4.04.       Cancellation of Prior Tax Levy for the Refunded Bonds.  It is determined that upon receipt of the Refunding Portion of the Bonds that an irrevocable appropriation to the debt service fund for the Refunded Bonds will have been made within the meaning of Section 475.61, Subdivision 3 of the Act, and the District Superintendent or District Finance Staff is authorized and directed to certify such fact to and request the County Auditor/Treasurer to cancel any and all tax levies made by the resolution awarding and approving the sale of the Refunded Bonds.

4.05.       Certificate as to Registration.  The District Superintendent is authorized and directed to file a certified copy of this Resolution with the County Auditor/Treasurer and to obtain the certificate required by Section 475.63 of the Act.

Section 5.  Refunding; Redemption of Refunded Bonds.

5.01.       Reduction of Debt Service Cost.  It is found and determined, based upon information presently available from the District’s financial advisors, that the issuance of the Refunding Portion of the Bonds is consistent with covenants made with the holder(s) of the Refunded Bonds, and is necessary and desirable for the reduction of debt service cost to the District.

5.02.       Proceeds.  There is appropriated for payment of the outstanding principal of the Refunded Bonds all proceeds of the Refunding Portion of the Bonds, less amounts deposited in the Refunding Account of the Debt Service Fund under Section 4.01(c) hereof, and less all amounts needed to pay costs of issuance on the Refunding Portion of the Bonds.  It is found and determined that such proceeds and other available revenues will be sufficient to prepay all of the outstanding principal of the Refunded Bonds.

5.03.       Notice of Redemption.  The Refunded Bonds will be redeemed and prepaid on February 1, 2018, in accordance with their terms and in accordance with the terms and conditions set forth in the form of the Notice of Call for Redemption, attached hereto as Exhibit C, which terms and conditions are approved and incorporated herein by reference. The Registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice of Call for Redemption to each registered holder of the Refunded Bonds.

Section 6.              Authentication of Transcript; Credit Enhancement.

6.01.       District Proceedings and Records.  The officers of the District are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds certified copies of proceedings and records of the District relating to the Bonds and to the financial condition and affairs of the District, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, will be deemed representations of the District as to the facts stated therein.

6.02.       Certification as to Official Statement.  The Board Chair and the District Superintendent are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge         and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of said Official Statement.

6.03.       Other Certificates.  The Board Chair and the District Superintendent are authorized and directed to furnish to the Purchaser at closing on the Bonds such certificates as are required as a condition of sale.  Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the District or incumbency of its officers, at the closing the Board Chair and the District Superintendent shall also execute and deliver to the Purchaser a suitable certificate as to the absence of material litigation, and the District Superintendent shall also execute and deliver a certificate as to payment for and delivery of the Bonds.

6.04.       Payment of Costs of Issuance.  The District authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to the Registrar on the closing date for further distribution as directed by the Purchaser, or the Purchaser may directly forward payments of issuance expenses to the appropriate parties with the permission of the District.

6.05.       Minnesota School District Credit Enhancement Program.  The District hereby covenants and obligates itself to notify the Minnesota Commissioner of Education of any potential default in the payment of principal and interest on the Bonds and to use the provisions of Minnesota Statutes, Section 126C.55, as amended (the “Credit Enhancement Act”), to guarantee payment of the principal and interest on the Bonds when due.  The District further covenants to deposit with the Registrar or any successor registrar/paying agent three days prior to the date on which a payment is due on the Bonds an amount sufficient to make that payment or to notify the Minnesota Commissioner of Education that it will be unable to make all or a portion of that payment.  The Registrar is authorized and directed to notify the Minnesota Commissioner of Education if it becomes aware of a potential default in the payment of principal or interest on the Bonds, or if on the day two business days prior to the date a payment is due on the Bonds, there are insufficient funds to make that payment on deposit with the Registrar.  The District acknowledges that as a result of its covenant to be bound by the provisions of the Credit Enhancement Act, the provisions of that section shall be binding as long as any Bonds remain outstanding.

Section 7.              Tax Covenants.

7.01.       Tax-Exempt Bonds.  The District covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees, or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds.  To that end, the District will comply with all requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments and limitations on amounts invested at a yield greater than the yield on the Bonds.

7.02.       No Rebate Required

(a)             For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements with respect to the New Money Portion of the Bonds, the District finds, determines and declares that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the District (and all subordinate entities of the District) during the calendar year in which said portion of the Bonds is issued and outstanding at one time is not reasonably expected to exceed $15,000,000, all within the meaning of Section 148(f)(4)(D) of the Code.

(b)           For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements with respect to the Refunding Portion of the Bonds, the District finds, determines and declares that:

(i) The Refunded Bonds were issued as part of an issue which was treated as meeting the rebate requirements by reason of the exception for governmental units issuing $15,000,000 or less of bonds;

(ii) The weighted average maturity of the Refunding Portion of the Bonds (3.086 years) does not exceed the remaining weighted average maturity of the Refunded Bonds (3.100 years); and

(iii) No maturity of the Refunding Portion of the Bonds has a maturity date that is later than 30 years after the date the Refunded Bonds were issued.

7.03.       Not Private Activity Bonds.  The District further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used in such a manner as to cause the Bonds to be “private activity bonds” within the meaning of Sections 103 and 141 through 150 of the Code.

7.04.       Qualified Tax-Exempt Obligations.  To qualify the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, the District makes the following factual statements and representations:

(a)           the Bonds are not “private activity bonds” as defined in Section 141 of the Code;

(b)           the District designates the Bonds as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code;

(c)           the reasonably anticipated amount of tax-exempt obligations (other than any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the District (and all subordinate entities of the District) during calendar year 2017 will not exceed $10,000,000; and

(d)           not more than $10,000,000 of obligations issued by the District during calendar year 2017 have been designated for purposes of Section 265(b)(3) of the Code.

7.05.       Procedural Requirements.  The District will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this Section.

                Section 8.              Book-Entry System; Limited Obligation of District.

8.01.       DTC.  The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof.  Upon initial issuance, the ownership of each such Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”).  Except as provided in this Section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC.

8.02.       Participants.  With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, neither the District nor the Registrar will have any responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of or interest on the Bonds.  The District and the Registrar may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes.  The Registrar will pay all principal of and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the District’s obligations with respect to payment of principal of or interest on the Bonds to the extent of the sum or sums so paid.  No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this Resolution.  Upon delivery by DTC to the District Superintendent of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.,” will refer to such new nominee of DTC; and upon receipt of such a notice, the District Superintendent will promptly deliver a copy of the same to the Registrar.

8.03.       Representation Letter.  The District has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment of principal of and interest on the Bonds and notices with respect to the Bonds.  Any registrar subsequently appointed by the District with respect to the Bonds will agree to take all action necessary for all representations of the District in the Representation Letter with respect to the Registrar to be complied with at all times.

8.04.       Transfers Outside Book-Entry System.  In the event the District, by resolution of this Board, determines that it is in the best interests of the persons having beneficial interest in the Bonds that they be able to obtain Bond certificates, the District will notify DTC, whereupon DTC will notify the Participants of the availability through DTC of Bond certificates.  In such event the District will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution.  DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the District and discharging its responsibilities with respect thereto under applicable law.  In such event, if no successor securities depository is appointed, the District will issue and the Registrar will authenticate Bond certificates in accordance with this Resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof.

8.05.       Payments to Cede & Co.  Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of and interest on the Bond and notices with respect to the Bond will be made and given, respectively, in the manner provided in DTC’s Operational Arrangements, as set forth in the Representation Letter.

Section 9.              Continuing Disclosure.

9.01.       Execution of the Continuing Disclosure Certificate.  “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate, executed by the Board Chair and the District Superintendent and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

9.02.       Compliance with Provisions of the Continuing Disclosure Certificate.  The District covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.  Notwithstanding any other provision of this Resolution, failure of the District to comply with the Continuing Disclosure Certificate will not be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Section.

Section 10.            Defeasance.  When all Bonds and all interest thereon have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the District for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect.  The District may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full.  If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit.

 

            The motion for the adoption of the foregoing resolution was duly seconded by Member McArthur, and upon vote being taken thereon, the following voted in favor thereof:  DeVries, McArthur, Ose, Buck, Kettner and Larson.

and the following voted against the same:   NONE

whereupon said resolution was declared duly passed and adopted.

Alley Vacate Permit and Rezoning

MOTION BY Larson to petition the city of Mahnomen to vacate alley on District property located in Lot 3 & Lot 6 of Block15 and follow with request to rezone property.   SECONDED BY Kettner.             VOTE-u/c

Extended Field-trip Request

MOTION by Buck to approve the extended field-trip for Secondary School to Washington DC and New York City in June, 2019.  SECONDED BY McArthur.  VOTE-u/c

 

PERSONNEL TOPICS-

Resignations

MOTION BY Larson to accept the resignation of paraprofessional, Robin Bendickson, effective September 29, 2017 and extend her a thank you for her service.  SECONDED BY McArthur.  VOTE-u/c

MOTION BY McArthur to accept the resignation due to retirement of paraprofessional, Phyllis Wark, effective last day of the 2017-18 school year and extend her a thank you for her service.  SECONDED BY DeVries.  VOTE-u/c

MOTION BY Buck to accept the resignation of assistant cook, Donna Radtke, effective October 13, 2017 and extend her a thank you for her service.  SECONDED BY Larson.  VOTE-u/c

MOTION BY Larson to accept the resignation of  Play Director, Juanita Zimmerman, effective immediately and extend to her a thank you for her services.  SECONDED BY Kettner.  VOTE-u/c

Hiring

MOTION BY McArthur to hire Jessica Gilbertson as Business Manager.   SECONDED BY Larson.           VOTE-u/c

MOTION BY Kettner to hire Jennifer Tollefson as Paraprofessional for the 2017-18 school year.

SECONDED BY Ose.  VOTE-u/c

Assignments

MOTION BY McArthur to name Carolyn Kokett as the School Play Advisor for the 2017-18 school year.   SECONDED BY Buck.  VOTE-u/c

 

MOTION BY McArthur to name the winter coaching assignments for School Year 2017-18 as presented.   Girls Basketball-Head Coach-Lindsey Halvorson, Assistant-Zack Qual, Todd Johnson and Derek Aus, JH Coach-Vikki Bevins, Brent Miller and Scott Thomas.  Boys Basketball-Head Coach-John Clark, Assistant-Jon Syverson, Bomber Clark, Josh Kemper, JH Coach-Jason Clark and 2 coaches to be determined.  Wrestling-Head Coach-Jon Short, Assistant-Ben Bruce and Casey Berntson.  Danceline Advisor-Alicia Schoenborn, Assistant Dance-Britani Ferencik and Bailey Swiers.    SECONDED BY Ose.    VOTE-Yes-McArthur, Ose, Buck, Kettner and Larson.  No-DeVries.  Motion carried.

Employee Contract Agreements with ISD NO. 432;

MOTION BY DeVries to approve the 2017-2018 Business Manager’s Contract between ISD No. 432 of Mahnomen, MN and Mary Torgerson.   SECONDED BY McArthur.  VOTE-u/c

MOTION BY DeVries to approve the 2017-2019 Community Education Director’s Contract between ISD No. 432 of Mahnomen, MN and Kim Kochmann.   SECONDED BY Buck.  VOTE-u/c

 

Permission to Create and Post Position

MOTION BY McArthur to create and post for an additional assistant cook position for the 2017-18 school year.  SECONDED BY Ose.  VOTE-u/c

 

Approval of Financial Signatures

MOTION BY McArthur to approve adding Business Manager, Jessica Gilbertson, to the following signature accounts and authorized signatures for: Petty Cash; District Checks; Money Market Savings; Alternative Facilities Bond; and Student Activity Account.   SECONDED BY Larson.  VOTE- u/c                             

 

ADJOURNMENT-

MOTION BY Larson to adjourn the meeting at 7:46 p.m.   SECONDED BY Kettner.  VOTE-u/c

 

RESPECTFULLY SUBMITTED:                                                APPROVED BY:

____________________________                                        ______________________________

Nicole Ose, Clerk                                                                    Presiding Officer on date of approval Public School District #432   

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