Diane Blevins Posted January 31, 2008 Report Share Posted January 31, 2008 Proceedings of the Board of Trustees District No. 2, Yellowstone County High School District No. 2, Yellowstone County Billings, Montana January 18, 2008 CALL TO ORDER The Special Board Meeting of the Board of Trustees of School District No. 2, Yellowstone County, Montana, and High School District, Yellowstone County, Montana, was duly held at The Lincoln Center, 415 North 30th Street, Billings, Montana, January 18, 2008, at 12:00 p.m. Members present included Trustees Tim Trafford, Sandra Mossman, Mary Jo Fox, Joel Guthals, Katharin Kelker, Malcolm Goodrich, Kathy Aragon, Superintendent Jack Copps, District Clerk Leo Hudetz, and Financial Officer Thomas Harper. Trustees Dawn Achten and Peter Gesuale were excused. Registered guests included Pat Bellinghausen and Jerry Hansen. COMMUNICATION FROM THE PUBLIC The Board recognizes the value of public comment on educational issues and the importance of listening to members of the public in its meetings. The Board also recognizes the statutory and constitutional right of the public to participate in governmental operations. The Board encourages members of the public to participate in and express opinions about issues important to the District. This part of the Board’s meeting is dedicated to public comment on any public matter that is not on the agenda of this meeting and is within the jurisdiction of the Board of Trustees. Members of the public may also address particular items on this agenda either now or at the time the Board considers the particular item. Jerry Hansen addressed the Board on the energy savings contract. He voiced his concern that none of the companies that bid were listed with the Montana Department of Environmental Services. The Energy and Environmental Innovation Committee chose the Integrated Energy Solutions Company (IES) but the recommendation before the Board was for Energy Education Incorporated (EEI). Mr. Hansen felt Rich Whitney of Facilities Department was doing a good job and should continue to save energy and did not feel this contract was a good idea. The cost is too expensive. Mr. Hansen felt this item should be discussed at a regular meeting and not a special meeting. INTERCAP PROGRAM RESOLUTION NO. 1---AMENDMENT TO ADD REPLACEMENT VEHICLES TO LOAN Trustee Kelker made the following motion with a second by Trustee Fox: Motion to approve the resolution amendment authorizing participation in the INTERCAP Program, revising and authorizing the execution and delivery of documents related thereto to finance replacement vehicles (Elementary Fund 160 -- $273,738), and the original $242,540 amount increased to the total principal amount of $516,278. Trustee Guthals asked what the collateral would be and the terms of the loan. Thomas Harper answered the collateral would be the vehicles themselves and the terms are described in the vehicle agreement. Trustee Guthals also asked when the plan for vehicle replacement would be finalized. Thomas Harper replied that the Policy Review Committee will meet in March and it should be completed then. The replacement plan will be a procedure and not a policy but will come back before the Board. Those voting in favor were Mary Jo Fox, Sandra Mossman, Malcolm Goodrich, Katharin Kelker, Kathy Aragon. The motion passed unanimously. Trustees Guthals and Trafford are ineligible to vote on elementary issues. The resolution is as follows: RESOLUTION NO.1 dated May 16, 2006 AMENDMENT RESOLUTION AMENDMENT AUTHORIZING PARTICIPATION IN THE BOARD OF INVESTMENTS OF THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE TENDER OPTION MUNICIPAL FINANCE CONSOLIDATION ACT BONDS (INTERCAP REVOLVING PROGRAM). REVISING AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATED THERETO BE IT RESOLVED BY THE BOARD OF TRUSTEES (the Governing Body) OF BILLINGS ELEMENTARY SCHOOL DISTRICT #2 (the Borrower) AS FOLLOWS: ARTICLE 1 DETERMINATIONS AND DEFINITIONS Section 1.01. Definitions. The following terms will have the meanings indicated below to all purposes of this Resolution unless the context clearly requires otherwise. Capitalized terms used in this Resolution and not defined herein shall have the meanings set forth in the Loan Agreement. Adjusted Interest Rate means the rate of interest on the Bonds determined in accordance with the provisions of Section 3.03 of the Indenture. Authorized Representative shall mean the officers of the Borrower designated and duly empowered by the Governing Body and set forth in the application. Board shall mean the Board of Investments of the State of Montana, a public body corporate organized and existing under the laws of the State and its successors and assigns. Board Act shall mean Section 2-15-1808, Title 17, Chapter 5, Part 16, MCA, as amended. Bonds shall mean the Bonds issued by the Board pursuant to the Indenture to finance the Program. Borrower shall mean the Borrower above named. Indenture shall mean that certain Indenture of Trust dated March 1, 1991 by and between the Board and the Trustee pursuant to which the Bonds are to be issued and all supplemental indentures thereto. Loan means the loan of money by the Board to the Borrower under the terms of the Loan Agreement pursuant to the Act and the Borrower Act and evidenced by the Note. Loan Agreement means the Loan Agreement between the Borrower and the Board, including any amendment thereof or supplement thereto entered into in accordance with the provisions thereof and hereof. Loan Agreement Resolution means this Resolution or such other form of resolution that the Board may approve and all amendments and supplements thereto. Loan Date means the date of closing a Loan. Loan Rate means the rate of interest on the Loan which is currently 4.85% per annum through February 15, 2008 and thereafter a rate equal to the Adjusted Interest Rate on the Bonds and up to 1.5% per anum as necessary to pay Program Expenses. Note means the revised promissory note to be executed by the Borrower pursuant to the Loan Agreement, in accordance with the provisions hereof and thereof, in substantially the form set forth in the revised Promissory Note dated January 25, 2008, or in such form that may be approved by the Board. Program shall mean the INTERCAP Program of the Board pursuant to which the Board will issue and sell Bonds and use the proceeds to make loans to participating Eligible Government Units. Project shall mean those items of equipment, personal or real property improvements to be acquired, installed, financed or refinanced under the Program as set forth in the Description of the Project/Summary of Draws. Security Instrument means a security agreement in substantially the form set forth, and, a Uniform Commercial Code financing statement, in a form acceptable to the Board and the Trustee granting a security interest in, or a lien on, the property consisting the Project or other real or personal properties added to or substituted therefor. Trustee shall mean U. S. Bank Trust National Association MT (formerly known as First Trust Company of Montana National Association) and its successors. Section 1.02. Authority. The Borrower is authorized to undertake the Project and is further authorized by the Borrower Act to enter into the Loan Agreement for the purpose of obtaining a loan to finance or refinance the acquisition and installation costs of the Project. Section 1.03. Execution of Agreement and Delivery of Note. Pursuant to the Indenture and the Board Act, the Board has issued and sold the Bonds and deposited a part of proceeds thereof in the Loan Fund held by the Trustee. The Board has, pursuant to the Term Sheet, agreed to increase the original $242,540.00 commitment and make a Loan to the borrower in the total principal amount of $516,278.00 and upon the further terms and conditions set forth herein, and as set forth in the Term Sheet and the Loan Agreement. ARTICLE II THE LOAN AGREEMENT Section 2.01. Terms. (a) The Loan Agreement shall be dated as of the Loan Date, and the original $242,540.00 amount increased to the total principal amount of $516,278.00 and shall constitute a valid and legally binding obligation of the Borrower. The obligation to repay the Loan shall be evidenced by a Promissory Note. The Loan shall bear interest at proceeds of the Loan will be expended the current rate of 4.85% per annum through February 15, 2008 and thereafter at the Adjusted Interest Rate, plus up to 1.5% per annum as necessary to pay the cost of administering the Program (the Program Expenses). All payments may be made by check or wire transfer to the Trustee at its principal corporate trust office. (b) The Loan Repayment Dates shall be February 15 and August 15 of each year. © The principal amount of the Loan may be prepaid in whole or in part provided that the Borrower has given written notice of its intention to prepay the Loan in whole or in part to the Board no later than 30 days prior to the designated prepayment date. (d) The Prepayment Amount shall be equal to the principal amount of the Loan outstanding, plus accrued interest thereon to the date of prepayment. (e) Within fifteen days following an Adjustment Date, the Trustee shall calculate the respective amounts of principal and interest payable by each Borrower on and with respect to its Loan Agreement and Note for the subsequent August 15 and February 15 payments, and prepare and mail by first class mail a statement therefor to the Borrower. Section 2.02. Use and Disbursement of the Proceeds. The proceeds of the Loan will be expended solely for the purposes set forth to the Description of the Project/Summary of Draws. The proceeds from the sale of the Note to the Board shall remain in the Borrower’s Account pending disbursement at the request of the Borrower to pay the budgeted expenditures in anticipation of which the Note was issued. Requests for disbursement of the Loan shall be made to the Board. Prior to the closing of the Loan and the first disbursement, the Borrower shall have delivered to the Trustee a certified copy of this Resolution, the executed Loan Agreement and Note in a form satisfactory to the Borrower’s Counsel and the Board’s Bond Counsel and such other certificates, documents and opinions as set forth in the Loan Agreement or as the Board or Trustee may require. The Borrower will pay the loan proceeds to a third party within five business days after the date they are advanced (except for proceeds to reimburse the Borrower for previously paid expenditures, which are deemed allocated on the date advanced). Section 2.03. Payment and Security for the Note. In consideration of the making of the Loa to the Borrower by the Board, the provisions of this Resolution shall be a part of the Agreement of the Borrower with the Board. The provisions, covenants and Agreements herein set forth to be performed by or on behalf of the Borrower shall be for the benefit of the Board. The Loan Agreement and Note shall constitute a valid and legally binding obligation of the Borrower and the principal of and interest on the Loan shall be payable from the general fund of the Borrower, and any other money and funds of the Borrower otherwise legally available therefor. The repayment of the Loan shall be secured by a security interest in the Project being financed. The Borrower shall enforce its rights to receive and collect all such taxes and revenues to insure the prompt payment of the Borrower obligations hereunder. Section 2.04. Levy and Appropriate Funds to Repay Loan. The Borrower agrees that in order to meet its obligation to repay the Loan and all other payments hereunder that it will budget, levy taxes for and appropriate in each fiscal year during the term of the Loan an amount sufficient to pay the principal of and interest hereon within the limitations of the Property Tax Limitation Act, as may be amended and will reduce other expenditures if necessary to make the payments hereunder when due. ARTICLE III CERTIFICATIONS, EXECUTION AND DELIVERY Section 3.01. Authentication of Transcript. The Authorized Representatives are authorized and directed to prepare and furnish to the Board and to attorneys approving the validity of the Bonds, certified copies of this Resolution and all other resolutions and actions of the Borrower and of said officers relating to the Loan Agreement, the Note the Security Agreement and certificates as to all other proceedings and records of the Borrower which are reasonably required to evidence the validity and marketability of the Note. All such certified copies and certificates shall be deemed the representations and recitals of the Borrower as to the correctness of the statements contained therein. Section 3.02. Legal Opinion. The attorney to the Borrower is hereby authorized and directed to deliver to the Board at the time of closing of the Loan his or her opinion regarding the Loan, the Loan Agreement, the Note and this Resolution in substantially the form of the opinion set forth in the Attorney’s Opinion. Section 3.03. Execution. The Loan Agreement, Note, Security Agreement and any other document required to close the Loan shall be executed in the name of the Borrower and shall be executed on behalf of the Borrower by the signatures of the Authorized Representatives of the Borrower. Trustee Kelker made the following motion with a second by Trustee Fox: Motion to approve the resolution amendment authorizing participation in the INTERCAP Program, revising and the authorizing the execution and delivery of documents related thereto to finance replacement vehicles (High School Fund 260 --$134,826), and the original $119,460 amount increased to the total principal amount of $254,286. Those voting in favor were Mary Jo Fox, Sandra Mossman, Joel Guthals, Malcolm Goodrich, Katharin Kelker, Kathy Aragon and Tim Trafford. The motion passed unanimously. The resolution is as follows: RESOLUTION NO.1 dated May 16, 2006 AMENDMENT RESOLUTION AMENDMENT AUTHORIZING PARTICIPATION IN THE BOARD OF INVESTMENTS OF THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE TENDER OPTION MUNICIPAL FINANCE CONSOLIDATION ACT BONDS (INTERCAP REVOLVING PROGRAM). REVISING AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATED THERETO BE IT RESOLVED BY THE BOARD OF TRUSTEES (the Governing Body) OF BILLINGS HIGH SCHOOL DISTRICT #2 (the Borrower) AS FOLLOWS: ARTICLE 1 DETERMINATIONS AND DEFINITIONS Section 1.01. Definitions. The following terms will have the meanings indicated below to all purposes of this Resolution unless the context clearly requires otherwise. Capitalized terms used in this Resolution and not defined herein shall have the meanings set forth in the Loan Agreement. Adjusted Interest Rate means the rate of interest on the Bonds determined in accordance with the provisions of Section 3.03 of the Indenture. Authorized Representative shall mean the officers of the Borrower designated and duly empowered by the Governing Body and set forth in the application. Board shall mean the Board of Investments of the State of Montana, a public body corporate organized and existing under the laws of the State and its successors and assigns. Board Act shall mean Section 2-15-1808, Title 17, Chapter 5, Part 16, MCA, as amended. Bonds shall mean the Bonds issued by the Board pursuant to the Indenture to finance the Program. Borrower shall mean the Borrower above named. Indenture shall mean that certain Indenture of Trust dated March 1, 1991 by and between the Board and the Trustee pursuant to which the Bonds are to be issued and all supplemental indentures thereto. Loan means the loan of money by the Board to the Borrower under the terms of the Loan Agreement pursuant to the Act and the Borrower Act and evidenced by the Note. Loan Agreement means the Loan Agreement between the Borrower and the Board, including any amendment thereof or supplement thereto entered into in accordance with the provisions thereof and hereof. Loan Agreement Resolution means this Resolution or such other form of resolution that the Board may approve and all amendments and supplements thereto. Loan Date means the date of closing a Loan. Loan Rate means the rate of interest on the Loan which is currently 4.85% per annum through February 15, 2008 and thereafter a rate equal to the Adjusted Interest Rate on the Bonds and up to 1.5% per anum as necessary to pay Program Expenses. Note means the revised promissory note to be executed by the Borrower pursuant to the Loan Agreement, in accordance with the provisions hereof and thereof, in substantially the form set forth in the revised Promissory Note dated January 25, 2008, or in such form that may be approved by the Board. Program shall mean the INTERCAP Program of the Board pursuant to which the Board will issue and sell Bonds and use the proceeds to make loans to participating Eligible Government Units. Project shall mean those items of equipment, personal or real property improvements to be acquired, installed, financed or refinanced under the Program as set forth in the Description of the Project/Summary of Draws. Security Instrument means a security agreement in substantially the form set forth, and, a Uniform Commercial Code financing statement, in a form acceptable to the Board and the Trustee granting a security interest in, or a lien on, the property consisting the Project or other real or personal properties added to or substituted therefor. Trustee shall mean U. S. Bank Trust National Association MT (formerly known as First Trust Company of Montana National Association) and its successors. Section 1.02. Authority. The Borrower is authorized to undertake the Project and is further authorized by the Borrower Act to enter into the Loan Agreement for the purpose of obtaining a loan to finance or refinance the acquisition and installation costs of the Project. Section 1.03. Execution of Agreement and Delivery of Note. Pursuant to the Indenture and the Board Act, the Board has issued and sold the Bonds and deposited a part of proceeds thereof in the Loan Fund held by the Trustee. The Board has, pursuant to the Term Sheet, agreed to increase the original $242,540.00 commitment and make a Loan to the borrower in the total principal amount of $516,278.00 and upon the further terms and conditions set forth herein, and as set forth in the Term Sheet and the Loan Agreement. ARTICLE II THE LOAN AGREEMENT Section 2.01. Terms. (a) The Loan Agreement shall be dated as of the Loan Date, and the original $119,460.00 amount increased to the total principal amount of $254,286.00 and shall constitute a valid and legally binding obligation of the Borrower. The obligation to repay the Loan shall be evidenced by a Promissory Note. The Loan shall bear interest at proceeds of the Loan will be expended the current rate of 4.85% per annum through February 15, 2008 and thereafter at the Adjusted Interest Rate, plus up to 1.5% per annum as necessary to pay the cost of administering the Program (the Program Expenses). All payments may be made by check or wire transfer to the Trustee at its principal corporate trust office. (b) The Loan Repayment Dates shall be February 15 and August 15 of each year. © The principal amount of the Loan may be prepaid in whole or in part provided that the Borrower has given written notice of its intention to prepay the Loan in whole or in part to the Board no later than 30 days prior to the designated prepayment date. (d) The Prepayment Amount shall be equal to the principal amount of the Loan outstanding, plus accrued interest thereon to the date of prepayment. (e) Within fifteen days following an Adjustment Date, the Trustee shall calculate the respective amounts of principal and interest payable by each Borrower on and with respect to its Loan Agreement and Note for the subsequent August 15 and February 15 payments, and prepare and mail by first class mail a statement therefor to the Borrower. Section 2.02. Use and Disbursement of the Proceeds. The proceeds of the Loan will be expended solely for the purposes set forth to the Description of the Project/Summary of Draws. The proceeds from the sale of the Note to the Board shall remain in the Borrower’s Account pending disbursement at the request of the Borrower to pay the budgeted expenditures in anticipation of which the Note was issued. Requests for disbursement of the Loan shall be made to the Board. Prior to the closing of the Loan and the first disbursement, the Borrower shall have delivered to the Trustee a certified copy of this Resolution, the executed Loan Agreement and Note in a form satisfactory to the Borrower’s Counsel and the Board’s Bond Counsel and such other certificates, documents and opinions as set forth in the Loan Agreement or as the Board or Trustee may require. The Borrower will pay the loan proceeds to a third party within five business days after the date they are advanced (except for proceeds to reimburse the Borrower for previously paid expenditures, which are deemed allocated on the date advanced). Section 2.03. Payment and Security for the Note. In consideration of the making of the Loa to the Borrower by the Board, the provisions of this Resolution shall be a part of the Agreement of the Borrower with the Board. The provisions, covenants and Agreements herein set forth to be performed by or on behalf of the Borrower shall be for the benefit of the Board. The Loan Agreement and Note shall constitute a valid and legally binding obligation of the Borrower and the principal of and interest on the Loan shall be payable from the general fund of the Borrower, and any other money and funds of the Borrower otherwise legally available therefor. The repayment of the Loan shall be secured by a security interest in the Project being financed. The Borrower shall enforce its rights to receive and collect all such taxes and revenues to insure the prompt payment of the Borrower obligations hereunder. Section 2.04. Levy and Appropriate Funds to Repay Loan. The Borrower agrees that in order to meet its obligation to repay the Loan and all other payments hereunder that it will budget, levy taxes for and appropriate in each fiscal year during the term of the Loan an amount sufficient to pay the principal of and interest hereon within the limitations of the Property Tax Limitation Act, as may be amended and will reduce other expenditures if necessary to make the payments hereunder when due. ARTICLE III CERTIFICATIONS, EXECUTION AND DELIVERY Section 3.01. Authentication of Transcript. The Authorized Representatives are authorized and directed to prepare and furnish to the Board and to attorneys approving the validity of the Bonds, certified copies of this Resolution and all other resolutions and actions of the Borrower and of said officers relating to the Loan Agreement, the Note the Security Agreement and certificates as to all other proceedings and records of the Borrower which are reasonably required to evidence the validity and marketability of the Note. All such certified copies and certificates shall be deemed the representations and recitals of the Borrower as to the correctness of the statements contained therein. Section 3.02. Legal Opinion. The attorney to the Borrower is hereby authorized and directed to deliver to the Board at the time of closing of the Loan his or her opinion regarding the Loan, the Loan Agreement, the Note and this Resolution in substantially the form of the opinion set forth in the Attorney’s Opinion. Section 3.03. Execution. The Loan Agreement, Note, Security Agreement and any other document required to close the Loan shall be executed in the name of the Borrower and shall be executed on behalf of the Borrower by the signatures of the Authorized Representatives of the Borrower. AWARD BID R-150-J-07 FOR RESOURCE CONSERVATION MANAGEMENT PROGRAM Trustee Guthals reported the concept and review of the concept and proposal to engage a management firm has been in the works for close to two years. Two things have become well established: 1) as good as Rich Whitney and his people are, the District’s personnel do not have the expertise, the time, and ability to engage in the type of work that needs to be done to reduce utility costs. That does not belittle the work of the Facilities Department but it does not appear that they can achieve significant decreases in costs. It is possible to achieve energy reductions in double digit figures when energy conservation programs are used. The projected savings are 10-15%. The Governor has given all school districts a challenge to reduce utility costs. The only way is to have an energy management firm. It might be possible to get a higher savings than 20%. Money will have to be spent to improve the buildings in order to achieve less costs. Trustee Guthals stated it was a unanimous decision of the Energy and Environmental Innovation Committee to go forward with an energy management firm. EEI’s fees are larger but the projected savings are greater. None of the companies that bid are guaranteeing savings. EEI will pay back their fee at the end of the year if there are no savings. Trustee Kelker gave a short recap of the Budgeting for Results Committee’s meeting. Some of the members were not convinced that the program was a good idea. They felt the results were inconclusive and no recommendation was made. Superintendent Copps made the recommendation to go with EEI as the provider. Trustee Aragon called on references and discovered that IES is a subcontractor of an energy conservation business. Many references for IES were from universities and EEI’s were mostly school districts. Trustee Aragon felt the behavioral needs of K-12 districts are different. Trustee Guthals reviewed the figures on page 14 of the agenda. Trustee Fox voiced her concern that EEI guaranteed no savings and their fees were larger. How can the companies project savings when there is no guarantee? Wouldn’t it make more sense to go with IES as they would not be paid unless a savings is realized? Trustee Guthals responded that EEI’s fees will be paid out of existing utility budgets and have stated they would write a check back to the District if there are no savings. Neither EEI or IES has the contract we would enter into as of this date. The recommendation is that we select a provider with the condition that a contract be brought forward that we can agree upon. Trustee Guthals made the following motion with a second by Trustee Mossman: I move that the School Board approve awarding the Bid R-150-J-07 for the Resource Conservation Management Project to Energy Education, Inc., provided that a contract for proposed services is negotiated and formulated that is Acceptable to both administration and the School Board before it is finalized. Chair Goodrich stated that the final contract would have to come back before the Board for a final approval. Trustee Trafford stated the different proposals are projecting savings for different programs. The behavior of the people would continue so the savings would continue after five years as it would be a five-year contract. The end result is it will affect us for generations. Trustee Trafford felt the District should take the opportunity to spend money to save money. He requested the Board receive a quarterly report on how the program is working. Trustee Guthals stated EEI would continue to support the District after a five-year contract ends with no fee charged. Savings would continue to be generated. Over ten years, EEI projects a savings of $9,000,000. The project would include a computer program that has been approved by the United Stated Government’s Department of Energy and takes into account many different variables. Trustee Mossman stated she worked in a district that employed EEI and the behavioral changes were painless and the savings were significant. Trustee Fox stated the money for IES does not have to leave our bank account before the savings can be realized. She stated she could not favor the motion and felt that IES offered the best savings for the money. Those voting in favor were Joel Guthals, Sandra Mossman, Malcolm Goodrich, Katharin Kelker, Kathy Aragon and Tim Trafford. Mary Jo Fox opposed the motion. The motion passed. The meeting adjourned at 1:00 p.m. Malcolm Goodrich, Chair Diane Blevins, Recorder Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.