ERCSB Special Meeting December 28, 2004

Exeter Region Cooperative Special School Board Meeting Minutes

December 28, 2004 – 7:30 AM

SAU 16 Conference Room

Members Present: Kim Casey, Robin Scott, Roy Morrisette, Ralph Adler
and Linda Henderson

Members Absent: Patty Lovejoy, Lucy Cushman, Greg Kann and Ray Trueman

Administration Present: Arthur L. Hanson and Nathan Lunney

1. CALL TO ORDER/PLEDGE OF ALLEGIANCE: Chair Casey called the meeting to order at 7:49 AM followed by the Pledge of Allegiance.

2. ANNOUNCEMENTS/PUBLIC INPUT: None

3. CHAIR’S REPORT

3.1 Board Member Resignation: Ralph Adler announced that effective Friday,

December 30, 2004, he will be resigning from the board due to personal and professional considerations. Chair Casey noted that she really admires Ralph and the excellent job he has done on the board and understands his need to resign. Chair Casey would recommend a motion to accept Ralph’s resignation. Motion by Roy Morrisette, seconded by Robin Scott and unanimously voted with no further discussion, it was noted with deep regrets and many thanks for all his hard work to accept the resignation of Ralph Adler effective Friday, December 30, 2004.

4. SUPERINTENDENT/ADMINISTRATION REPORT:

4.1 Approval of Lease Contract for Copiers and Telephone System – Nathan Lunney: Nathan gave background information on the telephones and telecommunications equipment and lease purchases to date (see Attachment #1). The first motion he is looking for is for $219,080.38 for the copier lease and this is a resolution at board level to authorize a tax-exempt lease purchase agreement, not a consummation of lease. Motion by Linda Henderson, seconded by Roy Morrisette: The Superintendent of Schools is authorized to execute and deliver a tax-exempt lease purchase agreement with M.S.T. Government Leasing, LLC in the name and on behalf of the Exeter Region Cooperative School (the “Issuer”), for the purpose of refunding and refinancing existing lease purchases of telephones and telecommunications equipment and lease purchasing additional new and reconditioned telephones and telecommunications equipment, any service agreements specifically financed in connection with certain equipment, consulting fees, and related costs of issuance, with an aggregate purchase price not exceeding Two Hundred Nineteen Thousand Eighty Dollars and Thirty-Eight Cents ($219,080.38), at a rate of interest of not more than 3.450% per year through August 1, 2009, and otherwise in such form as the Superintendent may approve; and that the appropriate officials of the Issuer be and hereby are authorized to execute and deliver on behalf of the Issuer such other documents and certificates as may be required in connection with such tax-exempt lease purchase agreement; and that no part of the proceeds of said tax-exempt lease purchase agreement shall be used, directly or indirectly, to acquire any securities or obligations, the acquisition of which would cause the tax-exempt lease purchase agreement to be a “private activity bond” or an “arbitrage bond” within the meaning of Sections 141 and 148, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”); and that the tax-exempt lease purchase agreement issued pursuant hereto be designated as a qualified tax-exempt obligation within the meaning of Section 265(b)(3)(B) of said Code; and that the Superintendent be and hereby is authorized to covenant on behalf of the Issuer to file any information report and pay any rebate due to the United States in connection with the issuance of said tax-exempt lease purchase agreement, and to take all other lawful actions necessary to insure that the interest portion of the rental payments under and pursuant to the tax-exempt lease purchase agreement will be excluded from the gross income of the owners thereof for purposes of federal income taxation and to refrain from taking any action which would cause such interest portion of the rental payments to become includable in the gross income of the owners thereof. After discussion, the board voted unanimously in favor of the above motion.

Nathan reviewed the bid analysis on copiers (see Attachment #2 and Attachment #3 (pdf): Specialized Purchasing Consultants “Total Bid Analysis” – 2 pages). This is part of the Superintendent’s goal to begin offering SAU consolidation of purchasing and services and Exeter and Brentwood both have a small part of this agreement for which they will be billed. This is for the same money, same appropriations and has been built into each school’s budget. It was an opportunity for an independent voice to consider our needs and make an analysis. After discussion, motion by Linda Henderson, seconded by Ralph Adler: The Superintendent of Schools is authorized to execute and deliver a tax-exempt lease purchase agreement with M.S.T. Government Leasing, LLC in the name and on behalf of the Exeter Region Cooperative School (the “Issuer”), for the purpose of refunding and refinancing existing lease purchases of photocopier equipment and lease purchasing additional new and reconditioned photocopier equipment, any service agreements specifically financed in connection with certain equipment, consulting fees, and related costs of issuance, with an aggregate purchase price not exceeding Four Hundred Seventy-Three Thousand Five Hundred Four Dollars and Ninety-Five Cents ($473,504.95), at a rate of interest of not more than 3.450% per year through August 1, 2009, and otherwise in such form as the Superintendent may approve; and that the appropriate officials of the Issuer be and hereby are authorized to execute and deliver on behalf of the Issuer such other documents and certificates as may be required in connection with such tax-exempt lease purchase agreement; and that no part of the proceeds of said tax-exempt lease purchase agreement shall be used, directly or indirectly, to acquire any securities or obligations, the acquisition of which would cause the tax-exempt lease purchase agreement to be a “private activity bond” or an “arbitrage bond” within the meaning of Sections 141 and 148, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”); and that the tax-exempt lease purchase agreement issued pursuant hereto be designated as a qualified tax-exempt obligation within the meaning of Section 265(b)(3)(B) of said Code; and that the Superintendent be and hereby is authorized to covenant on behalf of the Issuer to file any information report and pay any rebate due to the United States in connection with the issuance of said tax-exempt lease purchase agreement, and to take all other lawful actions necessary to insure that the interest portion of the rental payments under and pursuant to the tax-exempt lease purchase agreement will be excluded from the gross income of the owners thereof for purposes of federal income taxation and to refrain from taking any action which would cause such interest portion of the rental payments to become includable in the gross income of the owners thereof. The board voted unanimously in favor of the motion. Nathan noted that if all the SAU schools chose to be a part of this copier lease, then it would make sense for this to be a SAU lease versus an ERCSD lease, which now has about 75-80% of the current costs.

5. NON-PUBLIC SESSION: None at this time.

6. ADJOURNMENT: On a motion by Ralph Adler, seconded by Robin Scott and unanimously voted with no discussion to adjourn at 8:48 AM.

Respectfully Submitted,

Sally S. Boyd, Secretary