Reports were presented by:
Deb Sutor - Field Trip Request to France; June 4-12, 2024
Kirby Anderson – 544 Education Foundation, Finance, Activities
Melanie Cole – Spec Ed Coop, Region I
Missy Hermes – Staff Development, Policy
Natalie Knutson - Wellness, Buildings & Grounds
Matthew Lemke – MSHSL
Stephen Vigesaa – Curriculum Review
Jeff Drake – Superintendent
General Consent Items
The following consent agenda was presented for approval:
Minutes from the July 17, 2023 regular school board meeting & July 24, 2023 special school board meeting
Bills and Treasurer’s Report - reviewed by Missy Hermes and Kirby Anderson:
General Fund
$2,333,645.70
Food Service
$12,122.40
Community Service
$98,353.89
Building Fund
$0.00
Debt Service
$129,176.38
Trust & Agency
$5,000.00
Activities
$491.22
TOTAL
$2,578,789.59
Personnel
Support Staff Resignations:
Cheri Lyon, special education paraprofessional; effective 7/27/2023
Haley Gladback, special education paraprofessional; effective 7/31/2023
Diana Wiederich, special education paraprofessional; effective 7/31/2023
Kathleen Ell, special education paraprofessional; effective 8/11/2023
Jennifer Frings, food service; effective 8/1/2023
Tracy Williams, custodian; effective 8/29/2023
Amy Schulz, Title 1 Paraprofessional; effective 8/7/2023
Brett Duenow, custodian; effective 8/25/2023
Support Staff Hires:
Angie Julsrud, special education paraprofessional; effective 8/30/2023
Devin Nanson, special education paraprofessional; effective 8/30/2023
Layne Seland, special education paraprofessional; effective 8/30/2023
Lisa Salvesen, special education paraprofessional; effective 8/30/2023
Danielle Knudson, special education paraprofessional; effective 8/30/2023
Tiffany Fiedler, special education paraprofessional; effective 8/30/2023
Amanda Brumfield, Nonpublic RN; effective 8/23/2023
Tracy Williams, food service/production-cook-server asst. (6 hrs/day); effective 8/30/2023
Lynn Johnson, Indian School & Home Liaison/truancy/office assistant; 8/21/2023
Lindsey Hauck, food service/dishwasher (4 hrs/day); effective 8/29/2023
Samantha Aune, food service/dishwasher (3.5 hrs/day); effective 8/29/2023
Certified Staff Hire:
Melissa Babolian, art teacher @ MS/KSS; effective 8/28/2023
Stephen Vigesaa moved to approve the consent agenda. The motion was seconded by Matthew Lemke and carried unanimously.
Old Business: None
New Business:
Missy Hermes moved to approve additional certified and support staff positions/hires for the 2023-24 school year:
ALC counselor - 1 FTE (certified); and the hire of Michael Millard: effective 8/28/2023
School, Family and Community Liaison/Teacher - 1 FTE (certified)
ALC/HS Credit Recovery & Diversion Teacher - 1 FTE (certified)
Two Elementary Reading Interventionists - 2 FTEs (certified); and the hire of Troy Davis; effective 8/28/2023
ALC/HS Credit Recovery & Diversion Para Educator - 1 FTE (support)
The motion was seconded by Melanie Cole and carried unanimously.
Stephen Vigesaa moved to approve wage adjustment for substitute staff positions; effective 2023-2024 school year:
Certified teacher substitutes: $160/day or $80/half day
Support staff substitutes: $18/hour
The motion was seconded by Missy Hermes and carried unanimously.
Matthew Lemke moved to approve wage adjustment for non-affiliated staff (Early Childhood Classroom Assistants, Noon Hour Supervisors, Student Support Aides) to $18.25/hour; effective 2023-2024 school year. The motion was seconded by Kirby Anderson and carried unanimously.
Melanie Cole moved to set the FY24 Fergus Falls Public School’ Meal Rates:
Student Regular Breakfast K-12: Free
Adult Breakfast: $2.65
Student Regular Lunch K-12: Free
Adult Lunch: $4.95
A la carte entrée: $3.00
Milk Only: 40¢
If a student wishes to purchase a second meal, it will be charged at the adult meal rate
The motion was seconded by Stephen Vigesaa and carried unanimously.
Melanie Cole moved to approve 2023-24 rates for the Fergus Falls School District Activities Passes:
Family All-Year Pass $250
Adult All-Year Pass $125; Adult 10 punch card $56; Adult 20 punch card $110
Student All Year $90; Student 10 punch card $40; Student 20 punch card $80
The motion was seconded by Kirby Anderson and carried unanimously.
Matthew Lemke moved to approve the PostSecondary Administration Agreement for the 2023-2024 school year with Minnesota State Community & Technical College (M State) for PSEO services. The motion was seconded by Kirby Anderson and carried unanimously.
Missy Hermes moved to approve the Child and Adult Care Food Program Contract for Vended Meals/Head Start; Effective 10/1/2023-9/30/2024. The motion was seconded by Stephen Vigesaa and carried unanimously.
Melanie Cole moved to approve the School Nutrition Program Joint Agreement Contract between ISD #544 and LCSC Level 4; effective 7/1/2023-6/30/2024. The motion was seconded by Stephen Vigesaa and carried unanimously.
Matthew Lemke moved to approve the School Nutrition Program Joint Agreement Contract between ISD #544 and Children’s Corner; effective 9/1/2023-8/31/2024. The motion was seconded by Melanie Cole and carried unanimously.
Matthew Lemke moved to approve the 2023-2024 Fergus Falls Public Schools’ K-12 Student Handbook. The motion was seconded by Melanie Cole and carried unanimously.
Missy Hermes moved to approve revisions/updates to the following school board policies:
425: Staff Development and Mentoring
503: Student Attendance
513: Student Early Admission, Promotion, Acceleration and Retention
534: School Meals Policy
601: School District Curriculum and Instruction Goals
603: Curriculum Development
604: Instructional Curriculum
613: Graduation Requirements
616: School District System Accountability
618: Assessment of Student Achievement
620: Credit for Learning
624: Online Instruction
707: Transportation of Public School Students
708: Transportation of Nonpublic School Students
806: Crisis Management
The motion was seconded by Stephen Vigesaa and carried unanimously.
Stephen Vigesaa moved to approve the adoption of the following school board policies:
509: Enrollment of Nonresident Students
760: Post-Issuance Debt Compliance Policy
The motion was seconded by Missy Hermes and carried unanimously.
Matthew Lemke moved to approve the 2023-24 Collaborative Agreement Between WCMCA Head Start and Fergus Falls School District. The motion was seconded by Melanie Cole and carried unanimously.
Matthew Lemke moved to approve the 2023-24 School District Goals. The motion was seconded by Melanie Cole and carried unanimously.
Missy Hermes moved to approve the agreement between Vinco, Inc. (contractor), R.A. Morton & Associates, LLC (construction manager) and Zerr Berg Architects (architect) and the Fergus Falls Public Schools for the Phase II Lincoln Project Section 26A - Electrical. The motion was seconded by Melanie Cole and carried unanimously.
Stephen Vigesaa moved to approve the agreement between Far-Moor Acoustics & Floors, LLC (contractor), R.A. Morton & Associates, LLC (construction manager) and Zerr Berg Architects (architect) and the Fergus Falls Public Schools for the Phase II Lincoln Project Section 9C - Acoustical Ceilings and 9D - Floor Coverings. The motion was seconded by Missy Hemes and carried unanimously.
Matthew Lemke moved to approve the agreement between Hough, Inc. (contractor), R.A. Morton & Associates, LLC (construction manager) and Zerr Berg Architects (architect) and the Fergus Falls Public Schools for the Phase II Lincoln Project Section 31A - Excavation and 32A - Bituminous Paving. The motion was seconded by Melanie Cole and carried unanimously.
Melanie Cole moved to approve the agreement between Dakota Fence Company (contractor), R.A. Morton & Associates, LLC (construction manager) and Zerr Berg Architects (architect) and the Fergus Falls Public Schools for the Phase II Lincoln Project Section 26A - 32B Chain Link Fence. The motion was seconded by Kirby Anderson and carried unanimously.
Matthew Lemke offered the following resolution and moved for its adoption:
RESOLUTION DECLARING THE OFFICIAL INTENT OF THE SCHOOL DISTRICT TO REIMBURSE CERTAIN EXPENDITURES FROM THE PROCEEDS OF BONDS ISSUED BY THE SCHOOL DISTRICT
BE IT RESOLVED by the School Board (the “Board”) of Independent School District No. 544 (Fergus Falls Public Schools), Otter Tail and Wilkin Counties, Minnesota (the “District”), as follows:
Background. It is hereby determined that:
(a) The Internal Revenue Service has issued Treasury Regulation § 1.150-2 (the “Reimbursement Regulations”) providing that proceeds of tax-exempt bonds allocated to reimburse expenditures originally paid from a source other than the tax-exempt bonds will not be deemed expended unless certain requirements are met.
(b) The District expects to incur certain expenditures that may be financed temporarily from sources other than tax-exempt bonds and reimbursed from the proceeds of tax-exempt bonds.
(c) The District has determined to make this declaration of official intent (the “Declaration”) to reimburse certain costs from proceeds of bonds in accordance with the Reimbursement Regulations.
Declaration of Intent. Subject to the requirements of Minnesota Statutes, Chapter 475, as amended, including obtaining voter approval at a special election to be held by the District, the District proposes to issue general obligation school building bonds (the “Bonds”) to provide funds for the acquisition and betterment of school sites and facilities (the “Project”). The District reasonably expects to reimburse original expenditures made for certain costs of the Project from the proceeds of the Bonds in an estimated maximum principal amount of $50,000,000. All reimbursed expenditures will be capital expenditures, costs of issuance of the Bonds, or other expenditures eligible for reimbursement under Section 1.150-2(d)(3) of the Reimbursement Regulations.
Declaration Made Not Later Than 60 Days. This Declaration has been made not later than 60 days after payment of any original expenditure to be subject to a reimbursement allocation with respect to the proceeds of the Bonds, except for the following expenditures: (a) costs of issuance of the Bonds; (b) costs in an amount not in excess of $100,000 or five (5) percent of the proceeds of the Bonds; or (c) “preliminary expenditures” up to an amount not in excess of 20 percent of the aggregate issue price of the Bonds that finance or are reasonably expected by the District to finance the Project for which the preliminary expenditures were incurred. The term “preliminary expenditures” includes architectural, engineering, surveying, bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction or rehabilitation of a project, other than land acquisition, site preparation, and similar costs incident to commencement of construction.
Reasonable Expectations. This Declaration is an expression of the reasonable expectations of the District based on the facts and circumstances known to the District as of the date hereof. The anticipated original expenditures for the Project and the principal amount of the Bonds described in Section 2, above, are consistent with the District’s budgetary and financial circumstances. No sources other than proceeds of the Bonds to be issued by the District are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside pursuant to the District’s budget or financial policies to pay such original expenditures.
Official Intent. This resolution is intended to constitute a declaration of official intent for purposes of the Reimbursement Regulations.
The motion was seconded by Stephen Vigesaa and upon roll call vote being taken, the following voted in favor thereof: Kirby Anderson, Melanie Cole, Missy Hermes, Natalie Knutson, Matthew Lemke, and Stephen Vigesaa;
and the following voted against same:
None.
Whereupon said motion was declared duly passed and the resolution adopted.
There was a first reading of the Presentation of Bond Sale Results by Ehlers Public Finance Advisors. No action was taken.
Melanie Cole offered the following resolution and moved for its adoption:
RESOLUTION RATIFYING THE ISSUANCE AND SALE OF GENERAL OBLIGATION FACILITIES MAINTENANCE, CAPITAL FACILITIES, AND TAX ABATEMENT BONDS, SERIES
2023A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $10,185,000; 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. 544 (Fergus Falls Public Schools), Otter Tail and Wilkin Counties, Minnesota (the “District”), as follows:
Section 1. Findings, Determinations; Sale of Bonds.
1.01 Background.
It is hereby determined that:
(a) Facilities Maintenance Bonds.
(i) The District is authorized under Minnesota Statutes, Chapter 475 (the
“Act”), and Minnesota Statutes, Section 123B.595, as amended (“Section 123B.595”) to issue general obligation facilities maintenance bonds for the purpose of financing certain facilities and site maintenance projects approved by the Commissioner of Education (the “Commissioner”).
(ii) On June 12, 2023, the Board adopted a resolution (the “Parameters
Resolution”) stating the intention of the Board, in part, to issue its general obligation facilities maintenance bonds (the “Facilities Maintenance Portion”), in the aggregate principal amount not to exceed $7,500,000, pursuant to the Act and Section 123B.595 to finance the costs of certain facilities and site maintenance projects of the District (the “Facilities Maintenance Project”) which are included in the District’s ten-year facilities plan approved by the Commissioner.
(b) Capital Facilities Bonds.
(i) The District is authorized under the provisions of the Act and Minnesota
Statutes, Section 123B.62, as amended (“Section 123B.62”), to issue general obligation capital facilities bonds for the purpose of making certain capital improvements specified in Section 123B.62.
(ii) The Parameters Resolution tentatively authorized the issuance of general
obligation capital facilities bonds (the “Capital Facilities Portion”), in the aggregate principal amount not to exceed $4,500,000, to finance the remodeling of existing space for use as kindergarten classrooms and related support spaces, and related financing costs (the “Capital Facilities Project”). The issuance of the Capital Facilities Portion has received the approval of the Commissioner pursuant to Section 123B.62. The District has caused a notice of intent to issue the Capital Facilities Portion to be published in the official newspaper of the District as required by Section 123B.62. A qualified petition not having been received within thirty (30) days of the adoption of the Capital Facilities
Resolution tentatively authorizing the issuance of said bonds, the Capital Facilities Portion has been finally authorized as provided by Section 123B.62.
(c) Tax Abatement Bonds.
(i) The District is authorized by the Act and Minnesota Statutes, Sections
469.1812 to 469.1815, as amended (the “Abatement Act”) to issue general obligation tax abatement bonds.
(ii) Pursuant to a resolution adopted by the Board on September 12, 2022
(the “Abatement Resolution”), following a duly noticed public hearing, the Board
approved a property tax abatement (the “Abatements”) in the approximate amount of $1,978,834 for certain property in the District (the “Abatement Parcels”) over a period of ten (10) years in an amount sufficient to provide financing for parking lot construction, reconstruction and improvements at school sites and facilities districtwide, and related financing costs (the “Abatement Project”).
(iii) In the Abatement Resolution, the District found and determined that the
Abatement Project benefits the Abatement Parcels, that the Abatement Project will provide access to services for residents in the District, and that the maximum principal amount of bonds to be secured by Abatements does not exceed the estimated sum of Abatements from the Abatement Parcels for the term authorized under the Abatement Resolution.
(iv) Within the Parameters Resolution, the Board stated its intention, in part,
to issue and sell its general obligation tax abatement bonds (the “Tax Abatement
Portion”), in the aggregate principal amount of approximately $1,600,000, and take other actions with respect thereto to finance the Abatement Project.
(d) Pursuant to the Parameters Resolution, the Board determined that the Facilities
Maintenance Portion, the Capital Facilities Portion, and the Tax Abatement Portion shall be combined and issued as a single bond issue in the original aggregate principal amount of approximately $13,600,000 (the “Bonds”). The Board designated the Bonds as the “General Obligation Facilities Maintenance, Capital Facilities, and Tax Abatement Bonds, Series 2023A.”
(e) Pursuant to the Parameters Resolution, the Superintendent or Business Manager
and any Board member (the “Authorized Officials”), with the advice of Ehlers and Associates, Inc., the District’s municipal advisor (the “Municipal Advisor”), were authorized to review proposals for the purchase of the Bonds and award the sale of the Bonds to the prospective purchaser based on the recommendation of the Municipal Advisor and the following parameter: the true interest cost of the Bonds shall not exceed 5.00 percent (5.00%).
(f) Pursuant to the Parameters Resolution, the District covenanted and obligated
itself to be bound by the provisions of Minnesota Statutes, Section 126C.55, as amended
(“Section 126C.55”) which provides for payment by the State of Minnesota in the event of a potential default of a school district obligation. The District understands that as a result of its covenant to be bound by said provisions, these provisions shall be binding as long as the Bonds remain outstanding.
(g) The District is authorized by Section 475.60, subdivision 2(9), of the Act to sell
the Bonds other than pursuant to a competitive sale because the District has Municipal Advisor to serve as the District’s independent municipal advisor in connection with the sale of the Bonds. The actions of the District staff and the Municipal Advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects.
1.02. Ratification of Sale to the Purchaser and Interest Rates.
The proposal of BOK Financial Securities, Inc. (the “Purchaser”), to purchase the Bonds of the District is hereby found and determined to be a reasonable offer and the sale of the Bonds to the Purchaser is hereby ratified and confirmed, the proposal being to purchase the Bonds at a price of $11,074,838.95 (par amount of the Bonds of $10,185,000, plus original issue premium of $947,913.95, less an underwriter’s discount of $58,075.00), plus accrued interest, if
any, to date of delivery for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2024 5.000% 2032 5.000%
2025 5.000% 2033 5.000%
2026 5.000% 2034 5.000%
2027 5.000% 2035 5.000%
2028 5.000% 2036 4.000%
2029 5.000% 2037 4.000%
2030 5.000% 2038 4.000%
2031 5.000%
True interest cost: 3.2970468%
1.03. Purchase Contract.
The execution and delivery of a Proposal Form, dated as of August 10, 2023 (the “Purchase Agreement”), between the District and the Purchaser, is hereby ratified and confirmed in the form set forth in EXHIBIT A to this resolution (the “Resolution”). The Bonds shall be issued and delivered in accordance with the terms and conditions of the Purchase Agreement and this
Resolution. The amount proposed by the Purchaser in excess of the minimum bid, if any, shall be credited to the Debt Service Fund hereinafter created or deposited in the Construction Fund hereinafter created, as determined by the Treasurer in consultation with the Municipal Advisor. The Municipal Advisor is directed to receive and retain the good faith payment of the Purchaser in accordance with the terms of the Purchase Agreement, pending completion of the sale of the Bonds.
1.04. Terms and Principal Amounts of the Bonds.
The District shall forthwith issue and sell the Bonds pursuant to the Act, the Abatement Act, Section 123B.595 and Section 123B.62 in the total principal amount of $10,185,000, originally dated August 31, 2023, 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
2024 $175,000 2032 $510,000
2025 $715,000 2033 $535,000
2026 $650,000 2034 $440,000
2027 $715,000 2035 $460,000
2028 $755,000 2036 $490,000
2029 $1,220,000 2037 $505,000
2030 $1,220,000 2038 $525,000
2031 $1,270,000
(a) $5,345,000 of the principal amount of the Bonds, constituting the Facilities
Maintenance Portion, maturing on February 1 in the years and in the amounts set forth below, are being used to finance the Facilities Maintenance Project:
Year Amount Year Amount
2025 $440,000 2032 $125,000
2026 $365,000 2033 $130,000
2027 $415,000 2034 $140,000
2028 $440,000 2035 $145,000
2029 $890,000 2036 $155,000
2030 $870,000 2037 $160,000
2031 $905,000 2038 $165,000
(b) $3,805,000 of the principal amount of the Bonds, constituting the Capital Facilities Portion, maturing on February 1 in the years and in the amounts set forth below, are
being used to finance the Capital Facilities Project:
Year Amount Year Amount
2025 $195,000 2032 $275,000
2026 $205,000 2033 $290,000
2027 $215,000 2034 $300,000
2028 $225,000 2035 $315,000
2029 $235,000 2036 $335,000
2030 $250,000 2037 $345,000
2031 $260,000 2038 $360,000
(c) $1,035,000 of the principal amount of the Bonds, constituting the Tax Abatement Portion, maturing on February 1 in the years and in the amounts set forth below, are being used to finance the Abatement Project:
Year Amount Year Amount
2024 $175,000 2029 $95,000
2025 $80,000 2030 $100,000
2026 $80,000 2031 $105,000
2027 $85,000 2032 $110,000
2028 $90,000 2033 $115,000
1.05. Schedule of Maturities.
The schedule of maturities satisfies the requirements of Section 475.54, subdivision 1 of the Act.
1.06. Optional Redemption.
The District may elect on February 1, 2031, and on any day thereafter to prepay Bonds due on or after February 1, 2032. 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 shall determine. If less than all Bonds of a maturity are called for optional redemption, the District shall notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC shall 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 shall be at a price of par plus accrued interest to the date of optional redemption.
Section 2. Registration and Payment.
2.01. Registered Form.
The Bonds shall 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 shall 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 shall 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 shall 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 February 1, 2024, to the registered owners of record thereof as of the close of business on the fifteenth day immediately preceding each interest payment date, whether or not such day is a business day.
2.03. Registration.
The District shall appoint a bond registrar (the “Registrar”), authenticating
agent (the “Authenticating Agent”), and paying agent (the “Paying Agent”). Except as specifically provided otherwise in Section 7 hereof, 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 (the “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 shall 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 shall 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 shall be promptly
canceled 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 shall 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 shall 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 shall 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 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 shall be canceled 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 whole 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 shall 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 Bond Register and, if publication of the notice of redemption is required by law, by publishing the notice of redemption as required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, shall not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption shall 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, Paying Agent, and Authenticating Agent.
The District appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial Registrar, Paying Agent, and Authenticating Agent with respect to the Bonds. The Board Chair and the Clerk are authorized to execute and deliver, on behalf of the District, a contract with Bond Trust Services Corporation, as the initial Registrar, Paying Agent, and Authenticating Agent with respect to the Bonds. Upon merger or consolidation of the Registrar, Paying Agent, and Authenticating Agent 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, Paying Agent, and Authenticating Agent. The District agrees to pay the reasonable and customary charges of the Registrar, Paying Agent, and Authenticating Agent for the services performed. The District reserves the right to remove the Registrar, Paying Agent, or Authenticating Agent upon thirty (30) days’ notice and upon the appointment of a successor Registrar, Paying Agent, or Authenticating Agent, in which event the predecessor Registrar, Paying Agent, or Authenticating Agent must deliver all cash and Bonds in its possession to the successor Registrar, Paying Agent, or Authenticating Agent and the Registrar must deliver the Bond Register to the successor Registrar. On or before three (3) business days prior to each principal or interest due date, without further order of the Board, the Treasurer must transmit to the Paying Agent money sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication, and Delivery.
The Bonds shall be prepared under the direction of the Clerk and executed on behalf of the District by the signatures of the Board Chair and the Clerk, 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 shall 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 shall 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 Authenticating Agent. Certificates of authentication on different Bonds need not be signed by the same representative of the Authenticating Agent. 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 Clerk shall 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.
Section 3. Form of Bond.
3.01. Execution of the Bonds.
The Bonds shall be printed or typewritten in substantially the form attached hereto as EXHIBIT B.
3.02. Approving Legal Opinion. The Clerk is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and cause the opinion to accompany each Bond.
Section 4. Payment; Security; Funds; Pledges and Covenants.
4.01. Debt Service Fund. The Bonds shall be payable from the General Obligation Facilities
Maintenance, Capital Facilities, and Tax Abatement Bonds, Series 2023A Debt Service Fund (the “Debt Service Fund”) hereby created. The District will maintain the following accounts in the Debt Service Fund: the “Facilities Maintenance Project Account,” the “Capital Facilities Project Account,” and the “Tax Abatement Project Account” (collectively, the “Project Accounts”). Amounts in the Facilities Maintenance Project Account are irrevocably pledged to the Facilities Maintenance Portion of the Bonds, amounts in the Capital Facilities Project Account are irrevocably pledged to the Capital Facilities Portion of the Bonds, and amounts in the Tax Abatement Project Account are irrevocably pledged to the Tax Abatement Portion of the
Bonds.
(a) Facilities Maintenance Project Account. Proceeds of ad valorem taxes hereinafter
levied for the payment of the debt service on the Facilities Maintenance Portion of the Bonds are hereby pledged to the Facilities Maintenance Project Account of the Debt Service Fund. The amounts to be applied to pay the principal of and interest on the Facilities Maintenance Portion of the Bonds shall be deposited in the Facilities Maintenance Project Account of the Debt Service Fund at least three (3) business days prior to each respective interest payment date and principal payment date. There is appropriated to the Facilities Maintenance Project Account of the Debt Service Fund
amounts over the minimum purchase price of the Bonds paid by the Purchaser to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. There is also appropriated to the Facilities Maintenance Project Account of the Debt Service Fund: (a) amounts, if any, transferred from the general fund account for long-term facilities maintenance to the Facilities Maintenance Project Account of the Debt Service Fund, pursuant to Section 123B.595, subdivision 10(a)(5); (b) any long-term facilities maintenance equalized aid receivable under Section 123B.595, subdivision 9; and (c) all other moneys as shall be appropriated by the Board to the Facilities Maintenance Project Account of the Debt Service Fund from time to time.
(b) Capital Facilities Project Account. Proceeds of ad valorem taxes hereinafter levied
for the payment of the debt service on the Capital Facilities Portion of the Bonds are hereby pledged to the Capital Facilities Project Account of the Debt Service Fund. The amounts to be applied to pay the principal of and interest on the Capital Facilities Portion of the Bonds shall be deposited in the Capital Facilities Project Account of the Debt Service Fund at least three (3) business days prior to each respective interest payment date and principal payment date. There is appropriated to the Capital Facilities Project Account of the Debt Service Fund amounts over the minimum purchase price of the Bonds paid by the Purchaser to the extent designated for deposit in the Debt Service
Fund in accordance with Section 1.03 hereof.
(c) Tax Abatement Project Account. Proceeds of Abatements from the Abatement
Parcels hereinafter levied for the payment of the debt service on the Tax Abatement Portion of the Bonds are hereby pledged to the Tax Abatement Project Account of the Debt Service Fund. The amounts to be applied to pay the principal of and interest on the Tax Abatement Portion of the Bonds shall be deposited in the Tax Abatement Project Account of the Debt Service Fund at least three (3) business days prior to each respective interest payment date and principal payment date. There is appropriated to the Tax Abatement Project Account of the Debt Service Fund amounts over the minimum purchase price of the Bonds paid by the Purchaser to the extent designated for deposit in
the Debt Service Fund in accordance with Section 1.03 hereof.
4.02. Construction Fund.
The District hereby creates the General Obligation Facilities
Maintenance, Capital Facilities, and Tax Abatement Bonds, Series 2023A Construction Fund (the
“Construction Fund”). The District will maintain the following accounts in the Construction Fund: the “Facilities Maintenance Project Account,” the “Capital Facilities Project Account,” and the “Tax
Abatement Project Account.”
(a) Facilities Maintenance Project Account. Proceeds of the Facilities Maintenance
Portion of the Bonds (reduced by the appropriation made in accordance with Section 5.04 to pay costs of issuance and the appropriation, if any, of any portion of the Facilities Maintenance Portion of the Bonds made in accordance with Section 4.01 hereof) shall be deposited in the Facilities Maintenance Project Account of the Construction Fund and used solely to pay costs of the Facilities Maintenance Project. Any balance remaining in the Facilities Maintenance Project Account of the Construction Fund after completion of the Facilities Maintenance Project may be used for any other public use authorized by law and approved by resolution adopted or vote taken in the manner required to authorize the application of the proceeds of the Facilities Maintenance Portion of Bonds for such new use and purpose, or credited to the Facilities Maintenance Project Account of the Debt Service Fund or other District debt service fund, all in accordance with Section 475.65 of the Act.
(b) Capital Facilities Project Account. Proceeds of the Capital Facilities Portion of the Bonds (reduced by the appropriation made in accordance with Section 5.04 to pay costs of issuance and the appropriation, if any, of any portion of the Capital Facilities Portion of the Bonds made in accordance with Section 4.01 hereof) shall be deposited in the Capital Facilities Project Account of the Construction Fund and used solely to pay costs of the Capital Facilities Project. Any balance remaining in the Capital Facilities Project Account of the Construction Fund after completion of the Capital Facilities Project may be used for any other public use authorized by law and approved by resolution adopted or vote taken in the manner required to authorize the application of the proceeds of the Capital Facilities Portion of the Bonds for such new use and purpose, or credited to the Capital Facilities Project Account of the Debt Service Fund or other District debt service fund, all in accordance with Section 475.65 of the Act.
(c) Tax Abatement Project Account. Proceeds of the Tax Abatement Portion of the Bonds (reduced by the appropriation made in accordance with Section 5.04 to pay costs of
issuance and reduced by the appropriation, if any, of any portion of the Tax Abatement Portion of the Bonds made in Section 4.01 hereof) shall be deposited in the Tax Abatement Project Account of the Construction Fund to be used solely to pay costs of the Abatement Project. Any balance remaining in the Tax Abatement Project Account of the Construction Fund after completion of the Abatement Project may be used for any other public use authorized by law and approved by resolution adopted or vote taken in the manner required to authorize the application of the proceeds of the Tax Abatement Portion of the Bonds for such new use and purpose, or credited to the Tax Abatement Project Account of the Debt Service Fund or other District debt service fund, all in
accordance with Section 475.65 of the Act.
4.03. General Obligation Pledge.
For the prompt and full payment of the principal of and interest on the Bonds, as the same respectively become due, the full faith and credit and taxing powers of the District are hereby irrevocably pledged. If a payment of principal of or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the Treasurer must pay
such principal or interest from the general fund of the District, and the general fund shall be reimbursed for those advances out of the proceeds of the Taxes (as hereinafter defined) levied herein, when collected.
4.04. Pledge of Taxes.
(a) Facilities Maintenance and Capital Facilities Portions. For the purpose of paying
the principal of and interest on the Facilities Maintenance Portion and the Capital Facilities Portion of the Bonds, there are levied direct annual irrepealable ad valorem taxes (the “Taxes”) upon all of the taxable property in the District, to be spread upon the tax rolls and collected with and as part of other general taxes of the District. The Taxes shall be credited to the applicable Project Accounts of the Debt Service Fund above provided and shall be levied in the years and amounts attached hereto as EXHIBIT C to this Resolution, and, in the event the Taxes so levied are ever insufficient to pay the principal of and interest on the Facilities Maintenance Portion and the Capital Facilities Portion, additional Taxes are hereby authorized to be levied without limitation as to rate or amount. Said tax levies shall be irrevocable as long as any of these Bonds are outstanding and unpaid, provided that the District reserves the right and power to reduce the levies in the manner and to the extent permitted by the Act (specifically, Section 475.61 of the Act).
(b) Tax Abatement Portion. It is determined that tax abatement revenues shall produce at least five percent (5%) in excess of the amount needed to meet when due the principal
and interest on the Tax Abatement Portion of the Bonds and that no tax levy is needed at this time. In the event of any deficiency of tax abatements pledged, additional Taxes shall be levied on all taxable property in the District, which taxes may be levied without limitation as to rate or amount. Said tax levies shall be irrevocable as long as any of the Abatement Portion of the Bonds are outstanding and unpaid, provided that the District reserves the right and power to reduce the levies in the manner and to the extent permitted by the Act (specifically, Section 475.61 of the Act).
(c) Additional Considerations – Capital Facilities Portion; Levy Reductions. The tax levies specified in EXHIBIT C concerning the Capital Facilities Portion of the Bonds, plus any
levies to be made by the District pursuant to Minnesota Statutes, Section 123B.61, as amended, for each year do not exceed the maximum amount specified in Minnesota Statutes, Section 123B.62(d). The District’s levies for each year must be reduced in the manner specified in Section 123B.62(d), by the sum of (1) the amount of the tax levies certified for payment of the principal and interest on the Capital Facilities Portion of the Bonds pursuant to EXHIBIT C, and (2) any excess amount in the Debt Service Fund used to retire the Capital Facilities Portion of the Bonds, other than amounts used to pay capitalized interest. The District shall take such actions as may be necessary to notify the Commissioner of the issuance of the Capital Facilities Portion of the Bonds and the certification of the debt service levies specified herein.
4.05. Debt Service Coverage.
It is determined that the estimated collection of tax abatement revenues and Taxes levied in accordance with Section 4.04 hereof shall produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax
levies herein provided shall be irrepealable until all of the Bonds are paid, provided that at the time the District makes its annual tax levies the Treasurer may certify to the respective County Auditor/Treasurers of Otter Tail and Wilkin Counties, Minnesota (the “County Auditors”) that the District made an irrevocable appropriation of a specified amount to the Debt Service Fund of money actually on hand or if there is on hand any excess amount in the Debt Service Fund and the County Auditors shall reduce by the amount so certified the amount otherwise to be included in the rolls next thereafter prepared.
4.06. Registration of Resolution.
The Clerk is authorized and directed to file a certified copy of this Resolution with each of the County Auditors and to obtain the certificates required by Section 475.63 of the Act.
Section 5. Authentication of Transcript.
5.01. 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, shall be deemed representations of the District as to the facts stated therein.
5.02. Certification as to Official Statement.
The Board Chair, the Clerk, and the Treasurer, or any of their authorized designees, are authorized and directed to certify that they have examined the final 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 final Official Statement is a complete and accurate representation of the
facts and representations made therein as of the date of the final Official Statement and further that said final Official Statement did not (as of the date of the final Official Statement) and does not contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purpose for which the final Official Statement is to be used, or which is necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.
5.03. Other Certificates.
The Board Chair, the Clerk, and the Treasurer, or any of their authorized designees, are hereby authorized and directed to furnish to the Purchaser at the closing 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, the Clerk, and the Treasurer shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Treasurer shall also execute and deliver a
certificate as to payment for and delivery of the Bonds.
5.04. 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 Wells Fargo Bank, National Association, on the closing date for further distribution as directed by the Municipal Advisor.
5.05. Electronic Signatures.
The electronic signatures of the Board Chair, the Clerk, and the Treasurer, or any of their authorized designees, to this Resolution and any document or certificate authorized to be executed hereunder shall be as valid as an original signature of such party and shall be effective to bind the District thereto. For purposes hereof, (i) “electronic signature” means a manually signed original signature that is then transmitted by electronic means; and (ii) “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to an electronic mail or internet message.
Section 6. Tax Covenants.
6.01. Tax-Exempt Bonds.
The District shall comply with all the necessary requirements and take all necessary actions (or decline to take prohibited actions) to ensure that interest on the Bonds shall not be includable in gross income for federal income tax purposes under Section 103 and Sections 141 through 150
of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Treasury Regulations promulgated thereunder (the “Regulations”). The District covenants and agrees with the holders from time to time of the Bonds that it shall 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 federal income taxation under the Code and the Regulations, in effect at the time of such actions, and that it shall take or cause its officers, employees, or agents to take all affirmative action within their powers that may be necessary to ensure that such interest shall not become includable in gross income for federal income tax purposes under the Code and
applicable Regulations, as presently existing or as hereafter amended and made applicable to the Bonds.
6.02. Continuing Requirements.
The District shall comply with 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, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate
of excess investment earnings to the United States. The Board Chair, the Clerk, and the Treasurer, being officers of the District charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code and applicable Regulations stating the facts, estimates, and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the “gross proceeds” of the Bonds will not be used in a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of the Code and the Regulations. The District covenants and agrees to retain such records, make such determinations, file such reports and documents, and pay such amounts at such times as are required under Section 148(f) and applicable Regulations to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for an exception from the rebate requirement in accordance with one of the spending exceptions set forth in Section 1.148-7 or Section 1.148-8 of the Regulations. The District shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section.
6.03. No Rebate Required.
For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements (under Section 148(f)(4)(D) of the Code and Section 1.148-8 of the Regulations), 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 the Bonds are issued is not reasonably expected to exceed the lesser of:
(a) $15,000,000; or
(b) the sum of
(i) $5,000,000, and
(ii) the aggregate face amount of the Bonds as are attributable to financing the construction (all within the meaning of Section 148(f)(4)(C)(iv) of the Code) of
public school facilities. For purposes of this Section 6.03, the District reasonably expects that the aggregate face amount of the Bonds that are attributable to financing the construction of public school facilities will be equal to $10,185,000.
6.04. 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 determined to constitute “private activity bonds,” within the meaning of Sections 103 and 141 through 150 of the Code and the applicable Regulations promulgated thereunder.
6.05. Not Qualified Tax-Exempt Obligations.
The District shall not designate the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.
Section 7. Book-Entry System; Limited Obligation of District.
7.01. DTC.
The Bonds shall 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 Bond shall 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 shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC.
7.02. Participants.
With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the District, the Registrar, and the Paying Agent shall have no 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, premium, if any, or interest on the Bonds. The District, the Registrar, and the Paying Agent may treat and consider the person
in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent shall pay all principal of, premium, if any, 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 shall be valid and effectual to fully satisfy and discharge the District’s obligations with respect to payment of principal of, premium, if any, 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 Bond Register, shall receive a certificated Bond evidencing the
obligation of this Resolution. Upon delivery by DTC to the Clerk 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.” shall refer to such new nominee of DTC; and upon receipt of such a notice, the Clerk shall promptly deliver a copy of the same to the Registrar and Paying Agent.
7.03. Representation Letter.
The District has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which shall govern payment of principal of,
premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the District with respect to the Bonds shall agree to take all action necessary for all representations of the District in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book-Entry System.
In the event the District, by resolution of the Board, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the District shall notify DTC, whereupon DTC shall notify the Participants, of the availability through DTC of Bond certificates. In such event the District shall 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 shall issue and the Registrar shall authenticate Bond certificates in accordance with this resolution and the provisions hereof shall apply to the transfer, exchange, and method of payment thereof.
7.05. 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, premium, if any, and interest on the Bond and all notices with respect to the Bond shall be made and given, respectively in the manner provided in DTC’s Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. Execution of Continuing Disclosure Certificate.
For purposes of this Section, “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the Board Chair and Clerk 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.
8.02. District Compliance with Provisions of Continuing Disclosure Certificate.
The District hereby covenants and agrees to 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 is not to 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 9. Defeasance.
When all of the 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 shall 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 shall 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 was seconded by Matthew Lemke and upon roll call vote being taken, the following voted in favor thereof: Kirby Anderson, Melanie Cole, Missy Hermes, Natalie Knutson, Matthew Lemke, and Stephen Vigesaa;
and the following voted against same:
None.
Whereupon said motion was declared duly passed and the resolution adopted.
The next regular School Board meeting will be held at 7:15 am Monday, August 28, 2023 in the Otter Community Room at the Kennedy Secondary School.
Melanie Cole made a motion to adjourn the meeting at 9:20 am. The motion was seconded by Kirby Anderson and carried unanimously.
A work session followed the regular board meeting.
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Melissa Hermes, Clerk
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Approval Date