The special meeting of the Board of Education of Orono Independent School District No. 278 was held on Friday, August 11, 2017 and called to order by board chairman, Bob Tunheim at 8:30 a.m.
Present: Bob Tunheim, Martha Van de Ven , Dick Lewis, Sarah Borchers, Laura Wallander, Mike Bash, Karen Orcutt, John Morstad
3. Lease Purchase Acceptance Proposal (Action) (Roll Call Vote)
Pursuant to due call and notice thereof, a special meeting of the School Board of Independent School District No. 278 was held on the 11th day of August, 2017, at 8:30 a.m. Shelby McQuay, Municipal Advisor from Ehlers and Associates presented a summary for a lease purchase to finance the acquisition of the transportation facility and improvements to the facility. Ms. McQuay summarized a comparison table delineating the estimated annual payments and total payments of each proposal, as well as other features of the proposal.
The following Board members were present: Laura Wallander, Mike Bash, Martha Van de Ven, Bob Tunheim, Dick Lewis and Sarah Borchers.
And the following were absent: None.
Member Mike Bash introduced the following resolution, waived its reading, and moved its adoption:
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT, A GROUND LEASE AGREEMENT AND RELATED DOCUMENTS AND CERTIFICATES
BE IT RESOLVED by the School Board of the Independent School District No. 278 (Orono Public Schools), State of Minnesota, as follows:
1. The District has received a proposal from Bell Bank, Option 3 in response to its July 19, 2017 Request for Proposals to provide taxable lease-purchase financing for the acquisition of a transportation facility in Orono, Minnesota, and the remodeling of that facility, with necessary equipment, appurtenances and site improvements thereto. That proposal is determined to comply with said Request for Proposals and to be the best proposal submitted, and is hereby accepted. Bond Counsel is directed to prepare a final Lease Agreement, Ground Lease Agreement, and Escrow Agreement (if necessary) (the Agreements), and other necessary certificates and documents that reflect the transaction.
2. The Director of Business Services is hereby authorized to execute the Agreements and any related documents thereto on behalf of the District, and to execute such other certificates, documents and agreements as may be necessary and appropriate to effectuate the transactions contemplated by the Agreements and said related documents. The Agreements and the related documents may contain such necessary and appropriate variations, omissions and insertions as the Director of Business Services shall determine to be necessary, and the execution thereof shall be conclusive evidence of such determination and its approval by the Board.
3. In that the Lease is to be issued as a fully taxable obligation for federal and state income tax purposes, the Lease is not designated as Qualified Tax-exempt Obligations for the purposes of Section 265 of the Code relating to the deduction of interest expenses allocable to the Lease by financial institutions.
The motion for the adoption of the foregoing resolution was duly seconded by Member Dick Lewis and upon roll call vote the following voted in favor thereof: Laura Wallander, Mike Bash, Martha Van de Ven, Bob Tunheim, Dick Lewis and Sarah Borchers.
And the following voted against the same: None
Whereupon said resolution was declared duly passed and adopted.
4. Approval of Hockey Arena Renovations (Action)
The facilities and finance committee reviewed the Orono Ice Arena Renovations Part II, and recommend the renovations to the ice arena, including new boys and girls varsity, youth and coaches locker rooms, dryland training, and meeting areas.
UPON MOTION by Sarah Borchers, seconded by Martha Van de Ven, the Board of Education approved the hockey arena renovations.
5. Adjournment to Closed Session
Chairman Bob Tunheim stated that the Minnesota Open Meeting Law, Minnesota Statutes, Section 13D.05, subdivision 3(b), allows the School Board to close a meeting to engage in attorney-client privileged discussions. The District has been engaged in arbitration and threatened litigation with an employee in BMS Case No. 17PA0479. The Board seeks to meet with its attorney to discuss the status of these matters and potential resolution of the case. It would be detrimental to the Districts interests for the Board to hold a public discussion with its attorney where any adverse party or their attorney could listen to or be made aware of the Attorneys advice related to the litigation. It is in the Districts best interest for the Board to obtain legal advice in a confidential setting to maintain the attorney-client privilege. Accordingly, Chairman Bob Tunheim stated that he would hereby entertain a motion that this meeting be closed pursuant to the attorney-client privilege for the reasons cited.
UPON MOTION by Member Dick Lewis moved to go into closed session, pursuant to Minnesota Statutes Section 13D.05, subdivision 3(b) as cited by the Board Chair. Member Sarah Borchers seconded the motion.
The Board adjourned to closes session at 8:55 a.m.
6. Reconvene to Open Session
UPON MOTION by Bob Tunheim, seconded by Dick Lewis, the Board of Education reconvened to open session at 10:15 a.m.
UPON MOTION by Dick Lewis seconded by Martha Van de Ven, the meeting was adjourned at 10:16 a.m.
The next regular meeting is Monday, August 21, 2017 at 7:00 p.m. in the District Office Assembly Room.
Robert Tunheim, Chair
Michael Bash, Clerk
September 2, 2017