June 16, 2008

Transcribed 06/17/2008

 

Regular meeting of the Pittsford Area Schools Board of Education was held with Robert Clarke, Pete Wines, Denese Belson, David Billington, Brian Hoard, Mike Fowler, and Cindy Fenton being present.  

 

Mr. Shaw, Superintendent and Elementary Principal and Mr. T.G. Cook, Interim High School Principal were present from the administrative staff.

 

President Robert Clarke called the meeting to order at 7:00 p.m.

 

A motion was made by Denese Belson and seconded by Brian Hoard to waive the reading of the minutes and approve the May 19, 2008, regular meeting minutes.  The motion carried (unanimous).

 

A motion was made by Pete Wines and seconded by Brian Hoard to pay the bills. The motion carried (unanimous).

 

Representative Bruce Caswell presented Jon Hatfield’s parents with a tribute award for winning the Division IV State Championship in the 800m race.

 

Mr. Shaw reported that the summer cleaning of the building was well over half way done.  The classrooms have all been emptied and all the carpets cleaned.

 

The district is still in the process of working on the procedures for use with Fifth-Third Bank purchase cards.

 

Mr. Shaw gave the Board of Education a list of resignations he has accepted at the end of the school year.

 

A subcommittee has been put together for helping with plans on the sinking fund projects.  They held their first meeting last week and will bring their plans to the Board of Education as they set them.

 

The district is going to put together a request for a proposal for snow removal to see if there is a possible savings.

 

Great Lakes Geophysical, Inc. has issued a letter stating they will be on the property sometime this summer to do seismic testing for possible oil production, which is going on in the area.

 

A preliminary audit will be taking place on June 17th.  The last week of July is scheduled for completion of the June 30, 2008 audit.   Robert Clarke will be the Board of Education’s contact person.

 

Mr. Cook reported that Kinsman Excavating and Alan Saunders is providing topsoil and leveling work for the softball fields free of charge.  The Board of Education extended their thank you for this service. 

 

Mrs. Glenna Spahr and the Pittsford staff sent thank you notes to the Board of Education for supporting the end of the year luncheon.

 

Sheriff Stan Burchardt sent a card congratulating the district on passing the sinking fund.

 

A motion was made by Pete Wines and seconded by Denese Belson to approve the amended 2007/08 Athletic Fund Budget.  The motion carried (unanimous).

 

RESOLVED, that this resolution shall be the appropriations of Pittsford Area Schools for the fiscal year ending June 30, 2008: A resolution to make appropriations; to provide for the expenditure of the appropriations; and to provide for the disposition of all income received by Pittsford Area Schools.

 

BE IT FURTHER RESOLVED, that the total revenues and unappropriated fund balance estimated to be available for appropriations in the Athletic Fund of the Pittsford Area Schools for fiscal year ending June 30, 2008 is as follows:

 

Revenue

      Local                                                                                 $22,478.00

      Incoming Transfers and Other Transactions                      _165,000.00

 

      Total Revenue                                                                 $187,478.00

 

Fund Balance July 1, 2007*                     3,103.00

Less Appropriated Fund Balance        ______0.00

 

Fund Balance Available to Appropriate                                  ___3,103.00

 

      Total Available to Appropriate                                         $190,581.00

 

BE IT FURTHER RESOLVED, that $187,042.00 of the total available to appropriate in the athletic fund is hereby appropriated in the amounts and for the purposes set forth below:

 

 

Expenditures

            Salaries & Benefits                                                    $143,374.00

            Purchased Services                                                        21,600.00                  

            Supplies & Materials                                                     10,392.00

            Capital Outlay                                                                 3,766.00

            Miscellaneous                                                         ____ 7,910.00

                                                                                                           

            Total Appropriated                                                  _$187,042.00

 

Further Resolved, that no board of education member or employee of the school district shall expend any funds or obligate the expenditure of any funds except pursuant to appropriations made by the board of education and in keeping with the budgetary policy statement hitherto adopted by the board.  Changes in the amount appropriated by the board shall require approval of the board.

 

*Audited

 

A motion was made by Denese Belson and seconded by Dave Billington to hire Amy Chisholm as the SADD advisor for the 2008/09 school year.  The motion carried (unanimous).

 

A motion was made by Pete Wines and seconded by Dave Billington to approve the MHSAA membership for the 2008/09 school year.  The motion carried (unanimous).

 

A motion was made by Robert Clarke and seconded by Dave Billington to approve the superintendent’s contract as presented.   The motion carried (unanimous).

 

A motion was made by Dave Billington and seconded by Brian Hoard to accept the contract with the Hillsdale Community Health Center (HCHC) Sports Medicine department in the amount of $3,000 a year for the next two years.  The motion carried (unanimous).

 

A motion was made by Denese Belson and seconded Dave Billington to accept the site property agreement with the Community Action Agency (CAA) Headstart for the 2008/09 school year in the amount of $1.00.  The motion carried (unanimous).

 

A motion was made by Pete Wines and seconded by Cindy Fenton to approve the 2008 tax rate request.  2008 Sinking Fund – 1-mill, 2005 Bond Debt – 1.9106 mills, and Non-Homestead – 17.7022 mills.  The motion carried (unanimous).

 

A motion was made by Dave Billington and seconded by Brian Hoard to accept the State Aid Borrowing resolution for 2008/09 in the amount of $600,000.  The motion carried (unanimous).

 

WHEREAS, under the terms of Section 1225 of Act 451, Public Acts of Michigan, 1976, as amended (the "Act"), the School District is authorized to borrow money for school operations and issue its notes therefor, pledging for the payment thereof monies to be received by it pursuant to the State School Aid Act of 1979, Act 94, Public Acts of Michigan, 1979, as amended (the "State Aid Act"), which notes shall be the full faith and credit obligation of the School District; and

 

WHEREAS, the estimated amount of the state aid appropriations allocated or to be allocated to the School District for the fiscal year ending June 30, 2009 (the "2008/2009 State Aid"), is as shown in paragraph 1 of Exhibit A; and

 

WHEREAS, the estimated amount of 2008/2009 State Aid allocated or to be allocated to the School District pursuant to Section 20 of the State Aid Act and expected to be received by the School District from January 2009 through August 2009 is shown in paragraph 2 of Exhibit A (the "Pledged State Aid"); and

 

WHEREAS, the School District has the need to borrow the sum of not to exceed the amount shown in paragraph 4 of Exhibit A, to pay operating expenses for the current fiscal year beginning July 1, 2008, which amount is estimated to be not more than 70% of the difference between the total state aid funds apportioned to the School District for 2008/2009 State Aid and that portion of the 2008/2009 State Aid already received or pledged; and

 

WHEREAS, the School District plans to issue or has issued tax-exempt notes, bonds or other obligations, not including this borrowing, in calendar year 2008 in the aggregate amount shown in paragraph 3 of Exhibit A; and

 

 

WHEREAS, the School District determines it is in its best interest to borrow the sum of not to exceed the amount shown in paragraph 4 of Exhibit A and issue the general obligation notes (the "Note" or "Notes") of the School District therefor to the Michigan Municipal Bond Authority (the "Authority").

 

NOW, THEREFORE, BE IT RESOLVED THAT:

 

1.                    The School District,'pursuant to Section 1225 of the Act, shall borrow for the above purpose a sum not to exceed the amount shown in paragraph 4 of Exhibit A, the final amount to be determined by an officer designated in paragraph 5 of Exhibit A or a designee who shall be a member of the administrative staff or board of education of the School District (the "Authorized Officer"), prior to the sale of the Notes, or such part thereof as the Department of Treasury (the "Treasury") may approve, if prior approval is necessary, and issue the general obligation Notes of the School District therefore in anticipation of the distribution of the Pledged State Aid for the fiscal year ending June 30, 2009.

 

2.                    The Notes shall bear interest at the rate or rates determined on the sale thereof, but not to exceed the maximum rate permitted by law at the time of sale, be dated as set forth in paragraph 6 of Exhibit A, or as of the date of delivery, and be due and payable on the date shown in paragraph 6 of Exhibit A. The Notes shall be payable in lawful money of the United States of America at a bank or trust company qualified to act as paying agent in the State of Michigan, as shall be designated by the purchaser of the Notes. The Notes shall be in the denomination of $1,000 or multiples or combinations thereof, or $5,000 or multiples or combinations thereof. The Notes shall not be subject to redemption prior to maturity.

 

3.                    The School District hereby appropriates a sufficient amount of the Pledged State Aid to repay the principal of and interest on the Notes. In addition, the full faith and credit of the School District is hereby irrevocably pledged for payment of principal of and interest on the Notes and in case of the insufficiency of the Pledged State Aid, the School District shall pay the Notes from any funds legally available therefor, and, if necessary, levy sufficient taxes on all taxable property in the School District for the payment thereof, subject to applicable constitutional and statutory tax rate limitations.

 

4.                    In the event the Authorized Officer determines that it is in the best interest of the School District to choose to pay the principal and interest on the Notes with set aside installments, the following provisions in this paragraph 4 shall apply:

 

Monies to pay the principal and interest on the Notes when due shall be set aside in a separate fund with the depository designated in the Purchase Contract described below (the "Depository") in five (5) or seven (7) equal installments (the "Installment" or "Installments"), commencing on January 20, 2009, and thereafter on the 20th day of each month (or in the case of June, the 22nd) through May 20, 2009 (if payable in five Installments) or July 20, 2009 (if payable in seven Installments) or such other state school aid payment date as may be provided for under state law (each a "Payment Date"). If the Payment Date falls on a Saturday, Sunday, or legal holiday, the Payment Date shall be the next regular business day. The payment to the Depository shall be made first from the state school aid received during the month of the Installment. If, for any reason, the 2008/2009 state school aid received during the month of the Installment is insufficient to pay the Installment, then in that event the School District

pledges to use any and all other available funds to meet the set aside Installment obligation. If the School District fails to set aside all or any portion of an Installment (the "Installment Shortfall") on the Payment Date, the Authority is authorized, pursuant to Section 17a(3) of the State Aid Act, to intercept 100% of the Pledged State Aid to be distributed to the School District beginning with the month following the School District's failure to meet the Installment obligation and all months thereafter, in accordance with the terms and conditions of the Purchase Contract (the "Purchase Contract") between the Authority and the School District. Beginning with the month following the Installment Shortfall, the Authority shall intercept 100% of the Pledged State Aid to be distributed to the School District and apply the intercepted amount on the following priority basis: (i) the Installment Shortfall; (ii) the current month's Installment; and (iii) any amounts remaining to be immediately distributed to the School District. The intercept process set forth above shall continue each month following the Installment Shortfall until sufficient funds are deposited with the Depository to pay the total principal and interest on the Notes. The Pledged State Aid due to the School District during the months of June, July and August (if a five Installment schedule is applicable) or during the month of August (if a seven Installment schedule is applicable) shall under no circumstances be less than the amount of one Installment.

 

If the School District has failed to deposit all or a portion of the Installment by the last regular business day of the month of the Installment, the Depository is authorized and directed to give written notice to the Authority, the State Treasurer and the School District on the first regular business day following the last regular business day of the month of the failure to deposit all or a portion of the Installment. Upon receipt of written notice from the Depository, the Authority shall promptly notify the School District that it will immediately commence to intercept the Pledged State Aid.

 

If the five (5) Installment schedule is applicable and if on May 31, 2009, the funds with the Depository, together with moneys to be received during June 2009 under the State Aid Act, are insufficient to pay the principal of and interest on the Notes when due, the School District, pursuant to Section 17a(3) of the State Aid Act to the extent necessary to meet the payment obligation, assigns to the Authority and authorizes and directs the State Treasurer to advance all or part of any state aid payment which is dedicated for distribution or for which the appropriation authorizing the payment has been made under the State Aid Act.

 

If the seven (7) Installment schedule is applicable and if on July 31, 2009, the funds with the Depository, together with moneys to be received during August 2009 under the State Aid Act, are insufficient to pay the principal of and interest on the Notes when due, the School District, pursuant to Section 17a(3) of the State Aid Act to the extent necessary to meet the payment obligation, assigns to the Authority and authorizes and directs the State Treasurer to advance all or part of any state aid payment which is dedicated for distribution or for which the appropriation authorizing the payment has been made under the State Aid Act.

 

5. In the event that the Authorized Officer determines that it is in the best interest of the School District to choose to not have any Installments with respect to the payment of principal and interest on the Notes, the Authorized Officer is authorized to sell the Notes to the Authority without an Installment payment schedule pursuant to the provisions of this resolution. In that event: (A) the Authorized Officer is further authorized to agree, if required by the Authority, to assign to the Authority

and authorize and direct the State Treasurer to intercept or advance all or part of any state aid payment which is dedicated for distribution or for which the appropriation authorizing the state aid payment has been made pursuant to Section 17a(3) of the State Aid Act; (B) the School District acknowledges that payment of the principal and interest on the Notes may be secured by a direct-pay letter of credit issued for the account of the Authority and the School District by The Bank ofNova Scotia, acting through its New York Agency, or another provider selected by the Authority (the "Letter of Credit"); (C) it shall not be deemed a default by the School District under the provisions of the Purchase Contract or the Notes if the principal and interest on the Notes shall have been paid in full when due to the Authority from proceeds of a drawing on the Letter of Credit and the drawing on the Letter of Credit is reimbursed by the School District on the designated date set forth in the reimbursement agreement; and (D) the School District appoints the Authority as its agent to enter into the reimbursement agreement for and on behalf of the School District, if required by the Authority, as well as on the Authority's own behalf; and the School District agrees to be referred to as an account party in the Letter of Credit obtained by the Authority to secure payment of the Notes and the Authority's notes.

 

6.                    The President and Secretary of the Board of Education shall execute the Notes on behalf of the School District and the executed Notes shall be delivered to the Authority upon the receipt of the purchase price therefor. The Vice-President, Treasurer or Superintendent may execute the Notes instead of either the President or Secretary. The foregoing officials are hereby authorized to execute and deliver a temporary Note or Notes and exchange, when available, final printed Notes therefor at the request of the Authority.

 

7.                    Unless the Notes are' issued as federally taxable, the School District hereby covenants for the benefit of all holders of the Notes to comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Notes in order that the interest thereon be or continue to be excluded from gross income for federal income taxation purposes, including, but not limited to, requirements relating to the rebate of arbitrage earnings, if applicable, and the expenditure and investment of Note proceeds and moneys deemed to be Note proceeds.

 

8.                    If necessary, the Authorized Officer or designee is hereby authorized to make application to Treasury for and on behalf of the School District for an order approving the issuance of the Notes and to pay any applicable fee therefor, or a post-filing fee, as applicable.

 

9.                    The President, Vice-President, Secretary, Treasurer, Superintendent or designee and the Authorized Officer are further authorized to execute any documents or certificates necessary to complete the transaction including, but not limited to, any certificates relating to federal or state securities, laws, rules or regulations.

 

10.               The Notes shall be sold to the Authority and the following provisions shall apply:

 

(a) The Authorized Officer or designee is hereby authorized to execute and deliver a Purchase Contract with the Authority in substantially the form attached hereto as Exhibit B reflecting the terms and conditions of the borrowing with such additions, deletions or substitutions as the Authorized Officer or designee shall deem necessary and appropriate and not inconsistent with the

provisions of this resolution. The choice of whether to make set aside Installments shall be conclusively evidenced by the Purchase Contract. The Purchase Contract shall include the School District's agreements with respect to any Installment not received by the Depository from the School District on the Payment Date, to pay the Authority an amount as invoiced by the Authority to recover its administrative costs and lost investment earnings attributable to that late payment.

 

(b)                The Authorized Officer or designee is further authorized to approve the specific interest rate to be borne by the Notes, not exceeding the maximum rate permitted by law, the purchase price of the Notes, not less than the price specified in paragraph 7 of Exhibit A, a guaranteed investment agreement or other permitted investment in accordance with state law for funds paid to the Depository, if applicable, direct payments of Pledged State Aid to and if required by the Authority, the number of set aside installments (other than five or seven) authorized by the Authority, and other terms and conditions relating to the Notes and the sale thereof.

 

(c)                The form of the Notes shall contain the following language in substantially the form set forth below:

 

Series A-1 (with set asides)

 

To the extent permitted by law, the principal of and interest on this Note which remains unpaid after this Note has matured shall bear interest until paid at an interest rate per annum based upon a 360 day year for the actual number of days elapsed equal to two percent (2%) above the stated interest rate on the Authority's Revenue Notes, Series 2008A-1.

 

Series A-2 (with no set asides)

 

To the extent permitted by law, the principal of and interest on this Note which remains unpaid after this Note has matured shall bear interest until paid at an interest rate per annum based upon a 365/366 day year for the actual number of days elapsed equal to the Alternate Base Rate (as defined on Schedule Ito the Purchase Contract) plus three percent (3%).

 

11.                The School District hereby determines that it is in the best interest of the School District to issue its Notes to the Authority rather than sell the Notes at a competitive sale based upon the historical performance of the Authority's note pool program whereby competitive interest rates and reduced costs of issuance are obtained by pooling several participating school districts in one or more series of notes.

 

12.                The School District reserves the right to issue additional notes or other obligations of equal standing with the Notes as to the Pledged State Aid. The School District further agrees the amount payable as to principal and interest on the Notes plus the amount payable as to principal and interest on or prior to the maturity date of the Notes on any additional notes or other obligations of equal standing with the Notes as to payment from Pledged State Aid will not exceed 75% of the amount of Pledged State Aid.

 

 

13.               Text Box: Secretary, Board of Education  The Authority has named Thrun Law Firm, P.C. as its co-Note counsel for the August state aid note program. The School District consents to the Thrun Law Firm representing this School District and acting as co-Note counsel for the August state aid note program.

 

14.        All resolutions and parts of resolutions insofar as they conflict with the provisions  of this resolution be and the same hereby are rescinded.

Ayes: Members Mike Fowler,Denese Belson, Pete Wines, Dave Billington, Cindy Fenton, Brian Hoard, and Robert Clarke

Nays: Members   None.

The undersigned duly qualified and acting Secretary of the Board of Education of Pittsford Area Schools, Hillsdale County, Michigan, hereby certifies that the foregoing is a true and complete copy of a resolution adopted by the Board at a_______________________________ regular___  meeting held on

 June 16, 2008, the original of which is a part of the Board's minutes and further certifies that notice of the meeting was given to the public pursuant to the provisions of the Open Meetings A t, 1976 PA 267, as amended.

                                                                                   

 

EXHIBIT A

 

1.                   Estimated 2008/2009 State School Aid allocated or to be allocated for fiscal year ending June 30, 2009: $            4,643,741 .00     (amount estimated to be received from October 1,2008 through August 31, 2009).

 

2.                   Estimated Pledged State Aid allocated for fiscal year ending June 30, 2009: $,377,393.00 (amount estimated to be received from January 1, 2009 through August 31, 2009).

 

3.                   Amount of tax-exempt notes, bonds, or other obligations, not including this borrowing, issued or to be issued during the 2008 calendar year: $__90,000.00___(include plans for tax‑exempt voted or non-voted bonds, refunding bonds, additional state aid notes, tax anticipation notes, installment purchase agreements, and lease-purchase agreements).

 

4.                   Amount of borrowing not to exceed: $600,000

 

5.                   Authorized Officer: Superintendent, President or Vice President of the Board of Education, Assistant Superintendent or individual acting in the capacity of the school business official.

 

6.                   The Notes shall be dated August 20, 2008 and shall mature on August 20, 2009, or such other date as determined by the Authorized Officer.

 

7.                   Purchase price: Not less than 97% of the principal amount of the Notes.

 

8.                   Five percent (5%) of estimated fiscal year 2007/2008 operating expenses: $261,552.00

EXHIBIT B
FORM OF PURCHASE CONTRACT
[Insert Name of School District Here]

The Michigan Municipal Bond Authority (the "Authority"), a public body corporate, separate and distinct from the State of Michigan, hereby offers to enter into this Purchase Contract with the Issuer named below (the "Issuer") which, upon the acceptance of this offer by the Issuer, will be binding upon the Authority and the Issuer. This offer is made subject to acceptance on or before the date set forth below. The Issuer accepts the digital signature of the Authority's Director if set forth below and acknowledges that it has the same legal effect and enforceability as a manual signature.

 

Upon the terms and conditions and upon the basis of the representations, warranties, and agreements set forth herein, including those set forth on Schedule I hereto, the Authority hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Authority, notes (the "Notes") in the principal amount and with the interest rate as shown on Schedule I. The purchase price for the Notes shall be as set forth on Schedule I.

 

The Issuer represents and warrants to, and agrees with, the Authority that (a) the Issuer has, and on the Closing Date (specified below) will have, full legal right, power and authority (i) to enter into this Purchase Contract, and (ii) to sell and deliver the Notes to the Authority and pledge and assign to the Authority the state aid payments to be allocated and paid to the Issuer as provided herein and in the resolution authorizing the Notes and the Issuer has duly authorized and approved the execution and delivery of and the performance by the Issuer of its obligations contained in this Purchase Contract including those set forth in Schedule I; and (b) the Issuer shall promptly pay its pro rata share of the Costs of Issuance upon notification by the Authority. The term "Costs of Issuance" shall mean and include underwriter's discount, printing charges, letter of credit fees and related charges of a letter of credit, if any (including, without limitation, all other amounts owing by the Authority under the reimbursement agreement relating to the letter of credit), rating agency charges, trustee fees, bond counsel fees, and other counsel fees and issuance fees of the Authority but the Issuer's pro rata share of such Costs of Issuance shall not exceed the amount shown on Schedule I hereto.

 

[IF FIVE OR SEVEN SET ASIDE INSTALLMENTS ARE APPLICABLE, THE FOLLOWING LANGUAGE SHALL BE INCLUDED IN THE PURCHASE CONTRACT:

 

The Issuer pledges to pay its principal and interest on the Notes from its 2008/2009 State School Aid to be allocated to it and to be paid during January 2009 through August 2009 (the "Pledged State Aid"). Monies to pay the principal and interest on the Notes when due shall be set aside in a separate fund with the Depository (as defined in Schedule I hereto) as hereinafter described in 5 or 7 equal installments (the "Installment" or "Installments") specified in Schedule I, commencing on January 20, 2009, and thereafter on the 20th day of each month (or in the case of June, the 22nd) through May 20, 2009, if five (5) Installments are specified in Schedule I hereto, or through July 20, 2009, if seven (7) Installments are specified in Schedule I hereto or such other State School Aid payment date as may be provided for under state law (the "Payment Date"). If the 20th falls on a Saturday, Sunday, or legal holiday, the

Installment shall be due on the next regular business day. The payment to the Depository shall be made first from the State School Aid received during the month of the Installment. Notwithstanding the foregoing, the Issuer hereby irrevocably directs the State of Michigan to directly transfer to the Depository payment of the Issuer's current month's Installment from the Pledged State Aid received during the month of the Installment on the Payment Date. If, for any reason, the Pledged State School Aid received during the month of the Installment is insufficient to pay the Installment, then in that event the Issuer pledges to use any and all other available funds to meet the Installment obligation. If the Issuer fails to set aside any portion of an Installment (the "Installment Shortfall"), pursuant to Section 17a(3) of the State School Aid Act of 1979, as amended (the "Act"), the Authority is authorized to intercept 100% of the Pledged State Aid to be distributed to the Issuer. Beginning with the month following the Installment Shortfall, the Authority shall intercept 100% of the Pledged State Aid to be distributed to the Issuer and apply the intercepted amount on the following priority basis: (i) the Installment Shortfall; (ii) the current month's Installment; and (iii) any amounts remaining to be immediately distributed to the Issuer. The intercept process set forth above shall continue each month following the Installment Shortfall until sufficient funds are deposited with the Depository to pay the principal of and interest on the Notes. The Authority shall immediately notify the Issuer that it will immediately commence to intercept the Pledged State Aid.

 

If the Issuer has failed to deposit all or a portion of the Installment by the last regular business day of the month of the Installment, the Depository is authorized and directed to give written notice to the Authority, the State Treasurer and the Issuer on the first regular business day following the last regular business day of the month of the failure to deposit all or a portion of the Installment. Upon receipt of written notice from the Depository, the Authority shall promptly notify the Issuer that it will immediately commence to intercept the Pledged State Aid.

 

If five (5) Installments are specified in Schedule I hereto and if on May 31, 2009, the funds with the Depository, together with moneys to be received during June 2009 pursuant to the Act, or if seven (7) Installments are specified in Schedule I hereto and if on July 31, 2009, the funds with the Depository, together with moneys to be received during August 2009 are, in either case, insufficient to pay the principal of and interest on the Notes when due, the Issuer, pursuant to Section 17a(3) of the Act to the extent necessary to meet the payment obligation assigns to the Authority and authorizes and directs the State Treasurer to advance all or part of any payment which is dedicated for distribution or for which the appropriation authorizing payment has been made under the Act.]

 

IF NO SET ASIDE INSTALLMENTS ARE APPLICABLE, THE FOLLOWING LANGUAGE MAY BE INCLUDED IN THE PURCHASE CONTRACT:

 

The Issuer acknowledges that the Authority will purchase the Notes with proceeds from certain notes to be issued by the Authority, and that the payment of principal and interest on those Authority notes will be secured by a direct-pay letter of credit (the "Letter of Credit") issued by The Bank of Nova Scotia, acting through its New York Agency [or another provider selected by the Authority] (the "Letter of Credit Bank"), pursuant to a reimbursement agreement between the Authority and the Letter of Credit Bank (the "Reimbursement Agreement").

The Issuer agrees that it will deposit with the Depository (as defined in Schedule I) payment of

The the principal of and interest on the Notes in immediately available funds received by the Depository by 11:00 a.m. on the maturity date of the Notes. The Issuer pledges to pay the principal and interest on its Notes from the 2008/2009 State School Aid to be allocated to it and to be paid during January 2009 through August 2009, inclusive (the "Pledged State Aid"). If on the maturity date of the Notes there are insufficient funds on deposit with the Depository to pay the principal of and interest on the Notes when due, the Issuer, pursuant to Section 17a(3) of the Act to the extent necessary to meet the payment obligation, assigns to the Authority and authorizes and directs the State Treasurer to intercept or advance all or part of any state aid payment which is dedicated for distribution to the Issuer or for which the appropriation authorizing the payment has been made under the Act. Notwithstanding the foregoing:

 

(1)                  The Issuer hereby irrevocably directs the State of Michigan to pay to the Depository 100% of the Pledged State Aid to be distributed to the Issuer in August 2009, and the Depository shall apply the August 2009 state aid payment on the following priority basis: (i) the amount necessary to reimburse the Letter of Credit Bank for the drawing on the Letter of Credit to pay the principal and interest on the Notes on August 20, 2009; and (ii) any amount remaining to be immediately distributed to the Issuer; and

 

(2)                  if (i) the Issuer's August 2009 state aid payment will be less than the principal and interest on the Notes and (ii) the Issuer will pay any of the remaining amount due from any source other than proceeds from its borrowing in the Authority's August 2009 state aid note pool, the Issuer shall give written notice by August 10, 2009 to the Authority and the Depository specifying each such source and amount (e.g., $ will be wired to the Depository from [bank name ]).

 

The Issuer consents to the Authority's pledge and assignment of and grant of a security interest in the Authority's rights and interest (subject to certain rights of indemnification) in the Notes and this Purchase Contract as security for the Series A-2 notes and a Trust Indenture dated as of August 1, 2008, issued by the Authority pursuant to its Note Authorizing Resolution adopted_____________________________________________________________________ , 2008
and the Authority's obligations under the Reimbursement Agreement.

 

Section 17a(3) of the Act does not require the State to make an appropriation to any school district or intermediate school district and shall not be construed as creating an indebtedness of the State.

 

With respect to any payment not received from the Issuer by the Depository by the time and date due under this Purchase Contract, the Issuer agrees to pay the Authority an amount as invoiced by the Authority to recover its administrative costs attributable to the late payment. The Issuer further agrees to reimburse the Authority (i) for any and all amounts which the Authority may have to rebate to the federal government due to investment income which the Issuer may earn in connection with the issuance or repayment of its Notes and (ii) for the Issuer's pro rata share of the Costs of Issuance that were paid by the Authority in the event that the Authority is required to rebate investment earnings to the federal government regardless, in either case, whether the Issuer is subject to such rebate or not. In the event the Issuer does not meet any arbitrage rebate exception pursuant to the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, relative to the Notes, the Issuer will make any required rebate payment to the federal government when due.

The Issuer shall make the Notes and the 2008 Closing Documents available for inspection by the Authority on August 15, 2008, at the offices of the Thrun Law Firm, P.C., East Lansing, Michigan. At 9 a.m., Eastern time, on August 20, 2008 ("Closing Date"), the Issuer shall deliver the Notes to the Authority at the offices of Dykema Gossett PLLC, Lansing, Michigan, together with such other documents, certificates and closing opinions as the Authority shall require (the "Closing Documents") and the Authority shall accept delivery of the Notes and the Closing Documents and pay the purchase price for the Notes.

 

The Authority shall have the right in its sole discretion to terminate the Authority's obligations under this Purchase Contract to purchase, accept delivery of and pay for the Notes if the Authority is unable for any reason to sell and deliver the Authority notes on or prior to the Closing Date.

 

Michigan Municipal Bond Authority

 

                                                                                    By___________________________

Executive Director
 
                                                                                         

Accepted and Agreed to this

_________day of_________________ , 2008

________________________("Issuer")

By____________________________

Title:___________________________

Schedule I
[INSTALLMENT PAYMENT SCHEDULE]

 

1.                     The Issuer hereby covenants that it will deposit all Installment payments commencing on January 20, 2009, with The Bank of New York Trust Company, N.A., or its successor (the "Depository") at its designated corporate trust office located in Detroit, Michigan. The Issuer directs the Depository to enter into an Investment Contract with _______________________    on its behalf for the investment of the

Installment payments at a rate of__________________ per annum. In the event the Depository resigns, or
is removed, the Issuer hereby accepts and appoints a successor depository appointed by the Authority as depository for the Notes.

 

2.                     The number of equal Installments shall be [five] or [seven]. The Issuer hereby agrees to deposit funds with the Depository in accordance with the Purchase Contract and resolution authorizing the Notes.

 

3.                     The Issuer covenants that it will deliver from time to time such additional information regarding the financial condition of the Issuer as the Authority may reasonably request.

 

4.                     The Issuer covenants that the principal amount of the Notes, together with any additional notes or other obligations of equal standing with the Notes as to the Pledged State Aid, will not exceed 75% of the amount of state school aid to be received by the Issuer during the period from January 1, 2009, through August 31, 2009.

 

5.                     The principal amount and the interest rate on the Notes shall be $ and _____ % per annum, respectively.

 

6.                     The Issuer's pro rata share of the Costs of Issuance shall not exceed $

 

7.                     The Notes shall be dated August 20, 2008 and shall mature on August 20, 2009.

 

8.                     The purchase price of the Notes shall be $______________________ (par of $

 

9.                      [less net discount of $______________ ] [plus net premium of $__________ ]).

 

10.                  As long as the Notes are outstanding, the Issuer shall neither pledge nor make any request for an advancement pursuant to 17b of the State School Aid Act of 1979, as amended, of any portion of its August 2009 or October 2009 State School Aid without the prior written consent of the Authority, by its Executive Director, which consent shall not be unreasonably withheld.

Schedule I
[NO INSTALLMENTS]

 

 

1.                   The Issuer hereby agrees to deposit or cause to be deposited funds to pay principal and interest on the Notes with The Bank of New York Trust Company, N.A., or its successor (the "Depository") at its designated corporate trust office located in Detroit, Michigan, in accordance with the Purchase Contract and resolution authorizing the Notes.

 

2.                   The Issuer covenants that it will deliver from time to time such additional information regarding the financial condition of the Issuer as the Authority may reasonably request.

 

3.                   The Issuer covenants that the principal amount of the Notes, together with any additional notes or other obligations of equal standing with the Notes as to the Pledged State Aid, will not exceed 75% of the amount of state school aid to be received by the Issuer during the period from January 1, 2009, through August 31, 2009.

 

4.           The principal amount and the interest rate on the Notes shall not exceed $_______________ and

_______ per annum, respectively.

 

5.                   The Issuer's pro rata share of the Costs of Issuance (including the initial fee of the Letter of

Credit Bank) shall not exceed $____________ plus the Issuer's pro rata share of related charges pursuant
to the Reimbursement Agreement between the Authority and the Letter of Credit Bank (including, without limitation, all other amounts owing by the Authority under the Reimbursement Agreement).

 

6.                   The Notes shall be dated August 20, 2008 and shall mature on August 20, 2009.

 

7.                                                                                                                                                                        The purchase price of the Notes shall be $       (par of $             [less net discount

of $____________ ] [plus net premium of $__________ ]).

 

8.                   Drawings on the Letter of Credit shall be reimbursed to the Letter of Credit Bank on the same day in immediately available funds. Interest payable on drawings on the Letter of Credit not so reimbursed shall be payable to the Letter of Credit Bank at a per annum rate equal to the Default Rate and shall be payable on the date of reimbursement of such drawings. Absent manifest error, each determination by the Letter of Credit Bank of interest due and owing to the Letter of Credit Bank under its Reimbursement Agreement with the Authority shall be conclusive and binding for all purposes.

 

"Alternative Base Rate" means, for any day, the higher of (i) the Federal Funds Rate plus 0.5% per annum and (ii) the Base Rate.

 

"Base Rate" means, for any day, the per annum rate of interest for such day announced by the Letter of Credit Bank from time to time as its base rate or equivalent rate for United States dollar denominated loans, with any change in such base rate or equivalent to be effective on the date of such

change, it being understood that such rate may not be the best or lowest rate offered by the Letter of Credit Bank.

 

"Business Day" means any ,day other than a Saturday, Sunday or a day on which banking institutions in the States of Michigan or New York are authorized or required by law or executive order to close.

 

"Default Rate" means a per annum rate of interest equal to the Alternative Base Rate plus 300 basis points (3.0%).

 

"Federal Funds Rate" means, for any day, the per annum rate of interest published by the Federal Reserve Board as the "daily effective federal funds rate" for such day (or if such day is not a Business Day, the next preceding Business Day) in Federal Reserve Statistical Release H.15(519) <http://www.federalreserve.gov/releases/h15/>. If such rate is not so published for any day that is a Business Day, "Federal Funds Rate" means, for such day, the rate determined by the Letter of Credit Bank (based on quotations received from two or more Federal funds dealers of recognized standing) to be the prevailing rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) at approximately 9 a.m. (New York City time) (or as soon thereafter as is practicable) on such day (or if such date is not a Business Day, the next preceding Business Day) for the purchase at face value of overnight Federal funds in an amount approximately equal to the principal amount for which such rate is being determined

 

9. So long as the Notes are outstanding, the Issuer shall neither pledge nor make any request for an advancement pursuant to Section 17b of the State School Aid Act of 1979, as amended, of any portion of its August 2009 or October 2009 School Aid without the prior written consent of the Authority, by its Executive Director, which consent shall not be unreasonably withheld.

 

 

The first reading of the hiring policy was tabled until the July board meeting.

 

A motion was made by Pete Wines and seconded by Dave Billington to accept bank bids for borrowing $85,000 against the sinking fund millage for updating the heating, windows and tuck-pointing.  The motion carried (unanimous).

 

WHEREAS:

 

1.                     The Board of Education of Pittsford Area Schools, Hillsdale County, Michigan (the "Issuer") deems it advisable and necessary to issue bonds for the purpose of heating system and window upgrades (the "Project"); and

 

2.                     Act 451, Public Acts of Michigan 1976, as amended, authorizes this board of education to issue bonds for the purpose of heating system and window upgrades; and

 

3.                     The Issuer estimates the necessary cost of the Project to be Eighty-Five Thousand Dollars ($85,000), of which it is necessary to borrow the sum of Eighty-Five Thousand Dollars ($85,000), and issue bonds of the Issuer therefore to pay all or a portion of said cost; and

 

4.                     The Board expects to receive a proposal from a local bank to purchase the Bonds. NOW, THEREFORE, BE IT RESOLVED THAT:

 

1. The bonds of the Issuer aggregating the principal sum of not to exceed Eighty-Five Thousand Dollars ($85,000) be issued for the purpose of heating system and window upgrades. The bonds shall be designated 2008 School Building Bonds (the "Bonds"); shall be dated July 25, 2008; shall be numbered consecutively in the direct order of maturity from 1 upwards; shall be fully registered Bonds as to principal and interest; shall be issued in denominations of $5,000 or integral multiples thereof, shall bear interest at a rate to be hereafter determined payable on June 30, 2009 and shall mature on June 30, 2009.

 

The interest on the Bond shall be at one rate only. No bid for the Bond will be considered for a price less than 100% of its par value.

Text Box: EThe principal of the Bonds and the interest thereon shall be payable in lawful money of the United States of America at a bank or trust company authorized to do business in Michigan, which bank shall also act as the bond registrar (the "Bond Registrar"), or such successor bond registrar as may be approved by the Issuer, on each semiannual interest payment date and the date of each principal maturity but only to persons whose names are in the register of the Bond Registrar as of the close of business on the 15th day of the month preceding any interest payment date. The Issuer may designate additional co-bond registrars within or without the State of Michigan as deemed desirable by the Issuer.

 

Bonds of this issue are not subject to redemption prior to maturity.

 

Any Bond may be transferred upon the books required to be kept pursuant to this resolution by the person in whose name it is registered, in person or by the registered holder's duly authorized agent, upon surrender of the Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Bond Registrar. Whenever any Bond or Bonds shall be surrendered for transfer, the Issuer shall cause a new Bond or Bonds to be executed and the Bond Registrar shall authenticate and deliver said Bond or Bonds for like aggregate principal amount. The Bond Registrar shall require the payment of any tax or other governmental charge required to be paid with respect to the transfer to be made by the bondholder requesting the transfer.

 

The Bond Registrar shall keep or cause to be kept, at its principal office, sufficient books for the registration and transfer of the Bonds, which shall at all times during normal business hours be open to inspection by the Issuer; and, upon presentation and surrender for such purpose, the Bond Registrar shall, under such reasonable regulations as it may prescribe, transfer or cause to be transferred on said books, Bonds as herein provided.

 

2.                      If any Bond shall become mutilated, the Issuer, at the expense of the bondholder, shall execute, and the Bond Registrar shall authenticate and deliver, a new Bond of like tenor in exchange and substitution for the mutilated Bond upon surrender to the Bond Registrar of the mutilated Bond. If any Bond issued under this resolution shall be lost, destroyed or stolen, evidence of the loss, destruction or theft and indemnity may be submitted to the Bond Registrar and, if this evidence is satisfactory to both the Bond Registrar and the Issuer, an indemnity satisfactory to the Bond Registrar and the Issuer shall be given and the Issuer, at the expense of the owner, shall execute, and the Bond Registrar shall thereupon authenticate and deliver a new Bond of like tenor and bearing the statement required by Act 354, Public Acts of Michigan, 1972, as amended, being §§ 129.131 to 129.134, inclusive, of the Michigan Compiled Laws, or any applicable law hereafter enacted in lieu of and in substitution for the Bond so lost, destroyed or stolen. If any such Bond shall have matured or shall be about to mature, instead of issuing a substitute Bond, the Bond Registrar may pay the same without surrender thereof.

 

3.                      The President and Secretary are hereby authorized to manually sign or cause their facsimile signatures to be affixed to the Bonds in conformity with the above specifications and the Treasurer is hereby authorized and directed to have the Bond Registrar's authorized signatory

manually sign the Bonds and then cause the Bonds to be delivered to the purchaser thereof upon receipt of the purchase price and accrued interest, if any.

 

Blank Bonds with the manual or facsimile signatures of the President and Secretary affixed thereto, shall, upon issuance and delivery and from time to time thereafter as necessary, be delivered to the Bond Registrar for safekeeping to be used for registration and transfer of ownership.

 

4.                     There is hereby created a separate depository account to be kept in the____________

County National Bank____ , __Hillsdale_________ , Michigan, a bank located in the state

of Michigan and insured by the Federal Deposit Insurance Corporation, to be designated 2008 SCHOOL BOND GENERAL OBLIGATION LIMITED TAX DEBT RETIREMENT FUND (the "DEBT RETIREMENT FUND"), all proceeds from taxes levied for the DEBT RETIREMENT FUND shall be deposited as collected into said fund to be used for the purpose of paying the principal and interest on the Bonds as they mature or are redeemed. DEBT RETIREMENT FUND monies may be invested as authorized by law.

 

5.                      The Issuer hereby irrevocably pledges to make the annual principal and interest payments on the Bonds beginning with the fiscal year 2008-2009 and during each fiscal year for which a budget is adopted, the first budget obligation within its authorized millage and other available funds until such time as the principal and interest on the Bonds have been paid in full.

 

6.                      There shall be levied upon the tax rolls of the Issuer in each year, commencing with the tax year 2008, for the purpose of the DEBT RETIREMENT FUND a sum not less than the amount estimated to be sufficient to pay the principal and interest on the Bonds as such principal and interest fall due, the probable delinquency in collections being taken into consideration in arriving at the estimate. The Issuer hereby pledges its limited tax full faith and credit for the payment of the principal and interest on the Bonds, payable from ad valorem taxes which will be levied within the authorized constitutional and statutory tax limitations of the Issuer for such purposes and an irrevocable appropriation of a sufficient amount of taxes will be made each year from said millage rate for the payment of principal and interest on the Bonds as due, subordinate only to any first liens on said funds pledged for the payment of state aid notes or tax anticipation notes heretofore or hereafter issued.

 

The Issuer not having the power to levy taxes for the payment of the Bonds in excess of its constitutional or statutory tax rate limitation, the Bonds will be limited tax general obligations of the Issuer, and, if tax collections are insufficient to pay the principal of or interest on the Bonds when due, the Issuer pledges to use any and all other resources available for the payment of the Bonds, including state school aid.

 

7.                     The Issuer estimates the period of usefulness of the

improvements for which the Bonds are to be issued to be not less than twenty (20) years.

 

8.                     There is hereby created a separate account to be designated 2008

 CAPITAL PROJECTS FUND, to which the proceeds of the Bond issue are to be credited.

 

9.                     The Bonds shall be in substantially the form attached hereto as Exhibit A and made a part of this resolution by reference.

10.                  The Secretary is authorized and hereby ordered to publish notice of sale of the Bonds herein authorized in a publication printed in the English language and circulated in this state, which carries as a part of its regular service the notices of the sale of municipal bonds/notes and which has been approved by the Department of Treasury (the "Department"), pursuant to Act 34, Public Acts of Michigan, 2001, as amended, as a publication complying with the qualifications provided in said section, which notice of sale shall be in substantially the form attached hereto as Exhibit B and made a part of this resolution by reference. As an alternative to a public sale, the Superintendent is hereby authorized to negotiate the sale of the Bonds to the Michigan Municipal Bond Authority pursuant to Act 227, Public Acts of Michigan, 1985, as amended; Act 34, Public Acts of Michigan, 2001, as amended; and other applicable statutory provisions, with said Bonds to bear an original issue date, be payable in the amounts and on the dates, bear interest at the rates and be subject to redemption as shall be determined in the resolution awarding Bonds to the Michigan Municipal Bond Authority.

11.                  The Superintendent, or designee if permitted by law, is hereby authorized to file with the Department of Treasury an application for approval to issue the Bonds, if required, and to pay any applicable fee therefor and, further, within fifteen (15) business days after issuance of the Bonds, file any and all documentation required subsequent to the issuance of the Bonds, together with any statutorily required fee.

12.                  The President or Vice President, the Secretary, the Treasurer, the Superintendent, and all other officers, agents and representatives of the Issuer and each of them shall execute, issue and deliver any certificates, statements, warranties, representations, or documents necessary to effect the purposes of this resolution or the Bonds.

13.                            The officers, agents and employees of the Issuer are authorized to take all other actions necessary and convenient to facilitate sale and delivery of the Bonds.

14.                  Bids for the Bonds shall be conditioned upon the unqualified approving opinion of Thrun Law Firm, P.C., East Lansing, Michigan, bond counsel, the original of such opinion will be furnished without expense to the purchaser of the Bonds at the delivery thereof. Further, Thrun Law Firm, P.C., has informed this Board that it represents no other party in the issuance of the Bonds.

15.                  The Issuer shall furnish Bonds ready for execution at its expense. The Bonds will be delivered without expense to the purchaser at a place to be mutually agreed upon with the purchaser. The usual closing documents, including a certificate that no litigation is pending affecting the issuance of the Bonds, will be delivered at the time of the delivery of the Bonds.

16.                  The Issuer hereby designates the Bonds of this issue as "qualified tax-exempt obligations" for purposes of deduction of interest expense by financial institutions under the provisions of the Internal Revenue Code of 1986, as amended. In making said designation, the Board determines that the reasonably anticipated amount of tax-exempt obligations which will be

Text Box: Eissued by the Issuer or entities which issue obligations on behalf of the Issuer during calendar year 2008 will not exceed $10,000,000.

 

 17. The Issuer covenants to comply with existing provisions of the Internal Revenue Code of 1986, as amended, necessary to maintain the exclusion of interest on the Bonds from gross income.

 

 18. The advance payment for the Project is hereby approved, and the monies are authorized to be advanced from monies on hand in the General Fund, which monies will be repaid to the General Fund or Sinking Fund from the proceeds of the Bonds when received. The Issuer shall reimburse the General Fund or Sinking Fund not earlier than the date on which the expenses are paid and not later than the later of:

 

(a)                  the date that is eighteen (18) months after the expenses are paid, or

 

(b)                  the date the Project is placed in service or abandoned, but in no event more than three (3) years after the expenses are paid.

 

   19.      All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution be and the same are hereby rescinded.

 

Ayes: Members Robert Clarke, Mike Fowler, Denese Belson, Pete Wines, Dave Billington, Brian Hoard and Cindy Fenton

Nays: Members None

Motion declared adopted.

Text Box: Secretary, Board of Education                                                                     

Secretary, Board of Education             

 

The undersigned, duly qualified and acting Secretary of the Board of Education of Pittsford Area Schools, Hillsdale County, Michigan, hereby certifies that the foregoing is a true and complete copy of a resolution adopted by the Board at a regular meeting held on June 16, 2008, the original of which resolution is a part of the Board's minutes, and further certifies that notice of the meeting was given to the public under the Open Meetings Act, 1976, PA 267, as amended.

Secretary, Board of Education

 

 

 

 

 

EXHIBIT A

 

[No.]
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF HILLSDALE
PITTSFORD AREA SCHOOLS
2008 SCHOOL BUILDING BOND
(GENERAL OBLIGATION - LIMITED TAX)

 

 

Rate                               Maturity Date                     Date of Original Issue                     CUSIP No.

 

REGISTERED OWNER: PRINCIPAL AMOUNT:

 

PITTSFORD AREA SCHOOLS, COUNTY OF HILLSDALE, STATE OF MICHIGAN (the "Issuer"), promises to pay to the Registered Owner specified above, or registered assigns, the Principal Amount specified above, in lawful money of the United States of America on the Maturity Date specified above, with interest thereon, from the Date of Original Issue until paid at the Rate specified above on the basis of a 360-day year, 30-day month, payable on June 30, 2009 (the "Bond" or "Bonds"). Principal on this Bond is payable at theoffice of___

, MICHIGAN (the "Bond Registrar"), upon presentation and surrender hereof. Interest is payable by check or draft mailed to the Registered Owner at the registered address shown on the registration books of the Issuer kept by the Bond Registrar as of the close of business on the 15th day of the month preceding any interest payment date. The Issuer may hereafter designate a successor bond registrar/paying agent by notice mailed to the Registered Owner not less than sixty (60) days prior to any interest payment date.

 

This Bond is a single bond bearing interest payable June 30, 2009, maturity June 30, 2009 in the principal sum of Eighty-Five Thousand Dollars ($85,000) issued under and in pursuance of the provisions of Act 451, Public Acts of Michigan, 1976, as amended; Act 34, Public Acts of Michigan, 2001, as amended; and by resolutions duly adopted by the Board of Education of the Issuer on June 16, 2008 and , 2008, for the purpose of authorizing issuance of the
Bonds by the Issuer.

 

The Bond is issued for the purpose of heating system and window upgrades.

 

The limited tax, full faith, credit and resources of the Issuer are hereby pledged for the payment of the principal and interest on the Bonds. The Bonds of this issue are payable primarily from ad valorem taxes, which will be levied within the authorized constitutional and statutory tax limitations of the Issuer and an irrevocable appropriation of a sufficient amount of such taxes will be made each year as a first operating budget obligation for the payment of the principal of and

interest on the Bonds as due, subordinate only to any first liens on said funds pledged for the payment of state aid notes or tax anticipation notes heretofore or hereafter issued and, if taxes are insufficient to pay the Bonds when due, the Issuer has pledged to use any and all other resources available for the payment of the Bonds, including state school aid. The Issuer does not have the power to levy taxes for the payment of the Bonds in excess of its constitutional or statutory tax rate limitations. The Issuer reserves the right to issue additional bonds of equal standing.

 

Bonds of this issue are not subject to redemption prior to maturity.

 

This Bond is registered as to principal and interest and is transferable, as provided in the resolutions authorizing the Bonds, only upon the books of the Issuer kept for that purpose by the Bond Registrar, by the Registered Owner hereof in person or by an agent of the Registered Owner duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or agent thereof and thereupon a new Bond or Bonds in the same aggregate principal amount and of the same maturity shall be issued to the transferee in exchange therefor as provided in the resolutions authorizing the Bonds, and upon payment of the charges, if any, therein provided. The Bonds are issuable in denominations of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount for each maturity.

 

It is hereby certified and recited that all acts, conditions and things required to be done, to happen, and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed in due time, form and manner, as required by law.

 

This Bond shall not be deemed a valid and binding obligation of the Issuer in the absence of authentication by manual execution hereof by the authorized signatory of the Bond Registrar.

 

IN WITNESS WHEREOF, Pittsford Area Schools, County of Hillsdale, State of Michigan, by its Board of Education, has caused this Bond to be signed in its name by the manual or facsimile signature of its President and countersigned by the manual or facsimile signature of its Secretary as of July 25, 2008, and to be manually signed by the authorized signatory of the Bond Registrar as of the date set forth below.

 

PITTSFORD AREA SCHOOLS COUNTY OF HILLSDALE STATE OF MICHIGAN

 

Countersigned

President

 
 

Secretary
 
                                                                                                                                                                                                                                    By  __________________________

CERTIFICATE OF AUTHENTICATION

Dated:

Text Box: ByThis Bond is one of the Bonds described herein.
(Name of Bank)
(City, State)
BOND REGISTRAR

Authorized Signatory

 

------------------------------------------------------------------------------------------------------------------------‑
ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______

_______________________________________________the within Bond and does hereby irrevocably constitute and appoint_______________________________________________________________ ___________attorney to transfer the Bond on the books kept for registration of the within Bond, with full power of substitution in the premises.

 

 

Dated:___________________

NOTICE: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular without alteration or any change whatever.

Signature Guaranteed:

 

Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program.

 

The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided.

 

Name and Address:

(Include information for all joint owners if the Bond is held by joint account.)

 

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(if held by joint account, insert number for first named transferee)

Text Box: HEXHIBIT B
SOLICITATION FOR BIDS
$85,000.00
PITTSFORD AREA SCHOOLS
COUNTY OF HILLSDALE
STATE OF MICHIGAN

 

2008 SCHOOL BUILDING BONDS
(GENERAL OBLIGATION - LIMITED TAX)

 

 

BIDS for the purchase of the above 2008 School Building Bonds (the "Bond" or "Bonds") will be received by Pittsford Area Schools, Hillsdale County, Michigan (the "Issuer") at the_________________________

______________________________, Michigan______________ , on______ , the_____ day of June,
2008, until 11:30 o'clock in the morning, prevailing Eastern Time, at which time and place said bids will be publicly opened and read. Award of the bids will be considered by the Board of Education of the Issuer at 7:00 o'clock in the evening, prevailing Eastern Time, on that date.

 

FAXED BIDS: Bidders may submit signed bids via facsimile transmission to the Issuer at (517) 523-3467 provided that the faxed bids are received prior to the time and date fixed for receipt of bids. Bidders submitting faxed bids bear the full risk of failed or untimely transmission of their bids. Bidders are encouraged to confirm the timely receipt of their full and complete bids by telephoning the Issuer at (517) 523-3481. Bidders submitting bids by fax must satisfy the requirements of the Good Faith Deposit obligations described herein.

 

BOND DETAILS: Said Bonds will be fully registered Bonds, of the denomination of $5,000 each or multiples thereof up to the amount of a single maturity, dated July 25, 2008, numbered in order of issue from 1 upwards and will bear interest from their dated date payable on June 30, 2009.

 

The Bonds will mature on June 30, 2009.

 

PRIOR REDEMPTION: Bonds of this issue are not subject to redemption prior to maturity.

 

INTEREST RATE AND BIDDING DETAILS: The Bonds shall bear interest at a single rate not exceeding five percent (5%) per annum, to be fixed by the bids therefor. No proposal for the purchase of less than all of the Bonds or at a price less than 100% of their par value will be. considered.

 

Text Box: EPURPOSE AND SECURITY: The Bonds are issued for the purpose of heating system and window upgrades. The Bonds are issued under the provisions of Act 451, Public Acts of Michigan, 1976, as amended. The Issuer has pledged the limited tax full faith and credit of the Issuer for the payment of principal and interest on the Bonds. The Issuer has further pledged to levy sufficient ad valorem taxes within its authorized millage annually, as a first budget obligation, said levy must be subject to constitutional and statutory tax rate limitations. The Issuer not having the power to levy taxes for the payment of the Bonds in excess of its constitutional or statutory tax rate limitation, the Bonds will be limited tax general obligations of the Issuer, and, if tax collections are insufficient to pay the principal of or interest on the Bonds when due, the Issuer pledges to use any and all other resources available for the payment of the Bonds, including state school aid. The Issuer has reserved the right to issue additional bonds of equal standing.

 

GOOD FAITH: A certified or cashier's check in the amount of $1,700 drawn upon an incorporated bank or trust company and payable to the order of the Treasurer of the Issuer must accompany each bid as a guarantee of good faith on the part of the bidder, to be forfeited as liquidated damages if such bid be accepted and the bidder fails to take up and pay for the Bonds. The good faith deposit will be applied to the purchase price of the Bonds. In the event the Purchaser fails to honor its accepted bid, the good faith deposit will be retained by the Issuer. No interest shall be allowed on the good faith check and checks of unsuccessful bidders will be promptly returned to each bidder's representative or by United Parcel Service Co. -- Next Day Air Service or its equivalent. The good faith check of the successful bidder will be immediately cashed and payment for the balance of the purchase price of the Bonds shall be made at the closing.

 

AWARD OF BONDS: The Bonds will be awarded to the bidder whose bid produces the lowest true interest cost which is the rate that will discount all future cash payments so that the sum of the present value of all cash flows will equal the Bond proceeds computed from July 25, 2008.

 

LEGAL OPINION: Bids shall be conditioned upon the unqualified approving opinion of Thrun Law Firm, P.C., East Lansing, Michigan, bond counsel, a copy of which opinion will be printed on the reverse side of each Bond if required by the original purchaser, and the original of which will be furnished without expense to the Purchaser of the Bonds at the delivery thereof. The fees of Thrun Law Firm, P.C. for services rendered in connection with such approving opinion are expected to be paid from Bond proceeds. Except to the extent necessary to issue its approving opinion as to the validity of the above Bonds, Thrun Law Firm, P.C. has not been requested to examine or review, and has not examined or reviewed, any financial documents, statements or other materials that have been or may be furnished in connection with the authorization, marketing or issuance of the Bonds and, therefore, has not expressed and will not express an opinion with respect to the accuracy or completeness of any such financial documents, statements or materials.

 

TAX MATTERS: In the opinion of bond counsel, assuming continued compliance by the Issuer with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), interest on the Bonds is excluded from gross income for federal income tax purposes, as described in the opinion, and the Bonds and interest thereon are exempt from all taxation in the State of Michigan, except (i) inheritance and estate taxes and taxes on gains realized from the sale, payment

or other disposition thereof, and (ii) pursuant to Act 36, Public Acts of Michigan, 2007, as amended, the Michigan Business Tax Act, certain taxpayers may have to take into account interest on the Bonds in determining Michigan business tax liabilities. The Issuer has designated the Bonds as "QUALIFIED TAX-EXEMPT OBLIGATIONS" within the meaning of the Code, and has covenanted to comply with those requirements of the Code necessary to continue the exclusion of interest on the Bonds from gross income for federal income tax purposes.

 

CERTIFICATE REGARDING "ISSUE PRICE": The successful bidder will be required to furnish, prior to the delivery of the Bonds, a certificate in a form acceptable to bond counsel as to the "issue price" of the Bonds within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. In addition, if the successful bidder will obtain a municipal bond insurance policy or other credit enhancement for the Bonds in connection with their original issuance, the successful bidder will be required, as a condition of delivery of the Bonds, to certify whether the premium therefor will be less than the present value of the interest expected to be saved as a result of such insurance or other credit enhancement. The form of an acceptable certificate will be provided by bond counsel.

 

DELIVERY OF BONDS: The Issuer will furnish Bonds ready for execution at its expense. Bonds will be delivered without expense to the Purchaser at a place to be mutually agreed upon with the Purchaser. The usual closing documents, including a certificate that no litigation is pending affecting the issuance of the Bonds, will be delivered at the time of the delivery of the Bonds. If the Bonds are not tendered for delivery by twelve o'clock, noon, prevailing Eastern Time, on the 45th day following the date of sale, or the first business day thereafter if the 45th day is not a business day, the successful bidder may on that day, or any time thereafter until delivery of the Bonds, withdraw the proposal by serving notice of cancellation in writing, on the undersigned, in which event the Issuer shall promptly return the good faith deposit. Accrued interest to the date of delivery of the Bonds shall be paid by the Purchaser at the time of delivery. Payment for the Bonds shall be made in federal reserve funds. Unless the Purchaser furnishes the Bond Registrar with a list giving the denominations and names in which it wishes to have the certificates issued at least five (5) business days prior to delivery of the Bonds, the Bonds will be delivered in the form of a single certificate for each maturity registered in the name of the Purchaser.

 

THE RIGHT IS RESERVED TO REJECT ANY OR ALL BIDS.

 

ENVELOPES containing the bids should be plainly marked "Proposal for Pittsford Area Schools 2008 School Building Bonds."

                                                                       

Secretary, Board of Education

 

 

The Board of Education will hold its organizational meeting on Monday, July 7, 2008 at 7:00 p.m. in the superintendent’s office.

 

A motion was made by Robert Clarke and seconded by Dave Billington to accept a quote from Midwest Transit to lease two buses at $11,500 each for three years.  The motion carried (unanimous).

 

Mr. Shaw reported that the end of the year activities went well.  The Honors Assembly went longer than usual due to a presentation that Mr. Shaw put together for the 6th graders that will be going into the middle school and had started with him when he came to Pittsford as their principal. The Elementary Parents Club recently received two $5,000 grants to update the west side playground.  These grants came from the Hillsdale County YOUTH Foundation and the Hillsdale County Community Foundation.

 

Mr. Cook reported that spring sports are complete and summer school is off and running until June 20th.  Report cards were sent out June 12th.  Class schedules are done and corrections/changes are done.  Mr. Cook’s motto for 2008/09 is “SMART IS COOL” and he is really excited for the start of school in the fall.

 

President Clarke thanked Brian Hoard for his years of service on the Board of Education.

 

A motion was made by Mike Fowler and seconded by Cindy Fenton to adjourn the meeting at 8:50 p.m.  The motion carried (unanimous).

 

 

 

 

______________________________________

Denese Belson, Secretary

Board of Education