Ashland School District No. 5, Jackson County, Oregon - The Board of Directors met in regular session March 12, 2007, at 7:00 p.m. in the Ashland Council Chambers. Present were:
Heidi Parker ) Chair
Ruth Alexander )
Amy Amrhein ) Board Members
Mat Marr )
Amy Patton )
Juli Di Chiro, Superintendent
Pamela Lucas, Business Manager
Trisha Mullinnix, Certified Representative
Amy Korth, Classified Representative
Molly McGuire, Student Representative
Jeanne Peterson, Executive Secretary
I. Call to Order
The meeting was called to order at 7:02 p.m. by Chair Parker.
II. Pledge of Allegiance
III. Roll Check
A roll of the board was taken and all members were present.
IV. Welcome Visitors
Director Patton chaired the meeting and welcomed visitors.
V. Consent Agenda
1. Approve minutes of regular session of February 12, work session of February 13, executive and work sessions of February 16, work session of February 20, and special session of March 2, 2007.
a. Retirement Requests
Debi Blair, Walker Third Grade Teacher, submitted a letter of intent to retire the end of this school year pending the results of a PERS evaluation. It was recommended that her retirement request be approved as presented.
b. Requests for Leave of Absence
Andy Bayliss, half-time Willow Wind Teacher, requested a leave of absence for the 2007-08 school year. It was recommended that his request be granted as follows.
Barbie Hobein, AHS Spanish Teacher currently on a .50 leave of absence, requested a second half-time leave of absence for the 2007-08 school year. It was recommended that her request be approved as presented.
Kate Sullivan, AMS Special Education Teacher, requested a .20 leave of absence for the 2007-08 school year. It was recommended that her request be approved as presented.
Tonia Blum, Elementary Teacher on leave of absence, submitted a letter of resignation effective June 15, 2007. It was recommended that her resignation be accepted as presented.
Mary McInerney, Ashland High School Catalyst Teacher, submitted a letter of resignation effective the end of the school year. It was recommended that her resignation be accepted as presented.
Krista Menold, Elementary Teacher on leave of absence, submitted a letter of resignation. It was recommended that her resignation be accepted as presented.
d. Approve Resolution #2007-01 to Extend Certified and Administrative Employment Contracts, Offer Certified and Administrative Probationary Contracts, and Nonrenew Probationary and Temporary Certified Contracts.
BE IT RESOLVED that the Board authorizes the Superintendent to offer employment contracts to the following staff, with the terms and conditions to be established by Board policy and the applicable collective bargaining agreement, if any:
1. Contract extension for "contract" teachers for the period of July 1, 2007 to June 30, 2009:
Last Name First Name Assign FTE Job Site
Anderson Tamara Math 1 High
Baird Susan 7/8 Language Arts 1 Middle
Barnett Linda Special Ed. 1 High
Bayliss Andy CLC Teacher .5 CLC
Benbough Marcia Reading 1 Walker
Berman Karen Foods/Academic Adv .67 High
Bishop Elizabeth Drama/English 1 High
Blair Debra Grade 3 1 Walker
Bowen-Jones Kathi English/Soc St 1 High
Bradley Joanna CDS 1 Middle
Brand Sandra ESL 1 AMS/AHS
Brandy Timothy Elementary 1 John Muir
Buettner Gail Grade 1 1 Helman
Burt Andrew Cross Graded 1 Middle
Cadarette Karoli 7/8 Social Studies 1 Middle
Carlson Beatrice Math 1 High
Carstensen Karl PE 1 Middle
Cate Timothy English/Soc. St. 1 High
Cazares Daniel CDS .70 Walker
Christensen Jan Music .50 Middle
Claussen Jane Social Studies 1 High
Colloran Linda Business/Soc St 1 High
Contreras Gladys Spanish 1 High
Cooney William Welding/PE 1 High
Cornelius Roland English/Soc St 1 High
Cory Pam 7/8th Language Arts 1 Middle
Cottle Morgan Grade 5 1 Walker
Cuddeback Michelle Grade 5 1 Helman
Cyphers Joanne CDS .7 Bellview
Damon-Tollenaere Matt Elem PE 1 BE/HE
Daniels Nancy Reading 1 Helman
Davidson Laura Home Ec/Health 1 High
Davis Janet Elem Music Specialist 1 BE/HE
DeMerritt Diane Continuous Learning 1 Walker
DeSalvo Rebecca Science .67 High
Driscoll Mia Kindergarten .80 Helman
Dunbrasky Joe Grade 5 1 Helman
Egan Jennifer CDS 1 Helman
Fleuter Lori Grade 3 1 Helman
Freeman Brenton 7/8th Math 1 Middle
Frey Susan Grade 6 1 Middle
Gabriel William English/Social Studies 1 High
Gardener Renee Grade 1 1 Bellview
Ginsberg Melvin Special Ed. 1 Helman
Graham Ronald Math 1 High
Green Karen Foods/Business .83 High
Gurwell Richard Grade 4 1 Helman
Haim Jim WCS 1 High
Hall Lauren Librarian 1 Middle
Hansen Ingrid Grade 4 1 Bellview
Hansen Laurence 7/8th Math 1 Middle
Hartman James Science .83 High
Healy Kristina 7/8th Science 1 Middle
Heidig Heidi Grade 5 1 Middle
Jamieson Janet Speech & Language .75 Walker
Johnson Holly Special Ed/Chorus 1 High/Middle/JM
Jones Leigh Speech & Language .8 Middle
Julian Jr Bob 7/8th Social Studies 1 Middle
Karlin Terry Grade 6 1 Middle
Keim Nancy Grade 4 1 Walker
Kendrick Inge Grade 3 1 Walker
Kennedy Katherine Science 1 High
Kitchell David Grade 5 1 Bellview
Kneeland Amy Cross Graded 1 Middle
Knox Antoinette Special Ed 1 Middle
Kuhn Robert Art .75 Middle
Kunstman Lynn Science 1 Middle
Larson Berit Grade 3 1 Helman
Lasley Lloyd Cont. Ctr/Depot 1 High
Lebo James Science 1 High
Leger Louis Music 1 Walker
Losinski Jennifer 7/8 Math 1 Middle
Mann Jeffrey Special Ed 1 Bellview
Martin Craig Grade 1 1 Bellview
McBride Judith Willow Wind Teacher 1 Willow Wind
McCoy Valerie Grade 1, 2 1 Helman
McCracken Bonnie Grade 6 1 Middle
McKinnon Matt Social Studies 1 High
McNeil Gary Grade 6 1 Middle
Miller Mark Science 1 High
Myers-Murphy, Catherine Reading 1 Bellview
Oehler Elizabeth 7/8th Science 1 Middle
Ososke Marcia Cross Graded 1 Middle
Palmesano Candace Grade 3 1 Bellview
Pare' Gerry Orchestra 1 High/Elems
Paustian Brenda Math 1 High
Pinder Joann Elem PE/Health Promo 1 Bellview
Ponder Julie Physical Education 1 AMS
Preskenis Jay Catalyst/9th Alt 1 High
Preskenis Sheri Grade 6 1 Middle
Pryor Karl 7/8th Language Arts 1 AMS
Rensi Dana Spanish 1 High
Sandrock Eric Cross Graded 1 Middle
Santos Stephanie PE 1 High
Scalo Patricia Elementary 1 John Muir
Schlecht Joyce Kindergarten .80 Bellview
Schoenleber Mark Art 1 High
Scott Karen Grade 4 1 Helman
Shaffer Mary CDS .5 Walker
Shaw Rickey TV Video Production .5 Middle
Sherbow Mark Intermediate 1 Walker
Shipley Doug Special Ed. 1 High
Siders Camille Elementary 1 John Muir
Silva Susan Special Ed. .6 High
Skinner John Counselor 1 High
Smith Hazel Librarian 1 BE/HE//WA
Smith Linda Special Ed. 1 Middle
Smith Stephen Academic Advisor 1 High
Snider Suzanna Spanish/French 1 High
Snowden Mary Kindergarten .80 Helman
Spear Caroline Catalyst/English 1 High
Stevenson Elisa Grade 1,2 1 Walker
Stiles Glenna Dean of Students 1 AHS
Stokes Chris Kindergarten .80 Walker
Street William Librarian 1 High
Streng Richard Grade 6 1 AMS
Sturdevant Aaron Social Studies 1 High
Sullivan Kate Special Ed 1 Middle
Sumner Shirley Grade 2 1 Helman
Thickett Lori Math 1 High
Thorngate Susan English/Debate 1 High
VanReenen Therese Cross Graded 1 Middle
Vellutini Pamela Music .5 Helman
Verloop Cecily Health .5 High
Wahpepah Jennifer Special Ed .67 High
Wallace Leeanne English 1 High
Walsh Michael Art/Photography .67 High
Warner Dianna Cross Graded 1 Middle
Warrence-Schreiber Michele Reading .8 Middle
Wehmeyer-Knox, Nora School Psychologist .5 Walker
Wilhelm Martha Grade 3,4 1 Walker
Wolff Eric Math 1 High
Wolff Shannon Grade 1 1 Walker
Yamanouchi Yuko Japanese .17 High
Yeoman Kathy Spanish 1 Middle
2. Second year probationary contracts (teachers and administrators) for 2007-08:
Last Name First Name Assign FTE Job Site
Eddington Pamela Kindergarten .80 Bellview
Kennedy Amy Counselor 1 High
McCollom Christine Principal 1 Bellview
Michiels Patty Principal 1 Walker
Miller Royce Math .83 High/Middle
Schmeling Max Grade 3,4 1 Bellview
Sorensen Christopher Continuation Center .67 High
Wolfe Lori ESL .80 Walker
3. Third year probationary contracts (teachers and administrators) for 2007-08:
Last Name First Name Assign FTE Job Site
Burnett Deborah Kindergarten .80 Walker
Gyarmathy Rebecca Special Ed 1 Bellview
Hall Charles PE 1 High
Inada Julie Language Arts .70 Middle/High
Johnson Angela PE 1 Middle/Elems
Johnson Dwayne Orchestra .5 Middle
Morton Kirsten Music 1 High
Retzlaff Stephen Asst Principal 1 Middle
Smith Kari Grade 1,2 1 Helman
4. Current third-year probationary teachers and administrators to be offered initial two or three-year contract:
Last Name First Name Assign FTE Job Site
Carstensen Jennifer Music .75 Middle
French Allison Health 1 High
Gates Lindsay Grade 3 1 Bellview
Gonzalez Jennifer Spanish 1 Middle
Haden Jamie Health 1 Middle
Hanzel Gregory Special Ed 1 Middle
Hernandez Robyn English 1 High
Hobein Barbie Spanish 1 High
Hobein Todd Science .83 High
Huard Paul Social Studies 1 High
Kemper Karl Athletic Director 1 District
5. Nonrenewal of temporary teachers:
Last Name First Name Assign FTE Job Site
Cyphers Joanne Classroom Support .3 Bellview
Dawisha Samar Art .17 High
Fain Lynn Grade 1,2 1 Walker
Gonzales Grace 7/8th Spanish 1 Middle
Green Karen Yearbook .17 High
Hawley Robin Willow Wind Teacher 1 Willow Wind
Hobein Todd Math .17 High
Holden Katherine WCS .5 High
Knights Lynann Kindergarten .80 Walker
Konefal Rebecca Grade 5 1 Bellview
McLean Tia Kindergarten .8 Helman
Murakami Atsuko Japanese .17 High
Nagareda Joleen Grade 2 .2 Bellview
Paver Peggy PE-Dance .17 High
Phelps Emily Music .2 John Muir
6. Contract extension for "contract" administrators for the period July 1, 2007 to June 30, 2010:
Last Name First Name Assign FTE Job Site
Bogdanove Samuel Dir of Stu Services 1 District
Hollandsworth Susan Elementary Principal 1 Helman
Kigel Ken Assistant Principal 1 AHS
Pew Debra Home School Dir 1 Willow Wind
Rooklyn Dale Middle School Principal 1 AMS
Schlecht Jeff High School Principal 1 AHS
Valentini Don Assistant Principal 1 High
Zundel Michelle Director of Ed Services 1 District
Chair Patton corrected the minutes of the work session of February 16 and the special session of March 2, 2007. Director Amrhein moved that the consent agenda be approved as amended. Director Parker seconded and the motion passed with the following roll call vote: Alexander – yes; Amrhein – yes; Marr – Abstain; Parker – yes; Patton – yes.
VI. Hear Public Requests not a part of the agenda
There were no public requests.
Superintendent Di Chiro introduced architects Jim Conley of DLR and Ken Ogden and Dave Wilkerson of ORW.
1. Student and Staff Representative Reports
Molly McGuire, Student Representative, reported on state competitions, Jazz Band concerts, Pickle Ball Tournament, the Virtual Enterprise competition, Math Competition, and the Spring Musical.
Amy Korth, Classified Representative, reported on Classified Employees Week.
Trisha Mullinnix, Certified Representative, reported on the AHS Catalyst Class, Walker Book Fair, American Heart Association fundraiser, Keyboarding at Bellview, the Orchestra class, and the Walker Annual Science Fair night.
2. Ashland Schools Foundation Report
Susan Bacon reported on the activities of the Ashland Schools Foundation including the kickoff of the annual fundraiser on April 6. She announced the donation for technology at Ashland High School made by the Gardener Grout Foundation.
3. Project Management Update
Gordon Odette and Gary DeCock provided a project management update on what has been completed in the last two months and what will be completed in the next two months.
4. February District Financial Report
Pam Lucas, Business Manager, reported on the district’s financial status as of February.
5. Board Report
Board members reported on the International Travel Committee meetings, the Food Service Committee, the AHAA Committee, the Winter Fine Arts Festival, Little Mary Sunshine, Rogue News, the District Newsletter for April and May, Legislative Hot Line, employee bargaining, Architect Selection Committee, Site Committees, filing deadline for school board candidates, Strategic Planning, Progress on board goals, Mock Trial Competition, Snow Days, Global Citizens Quorum, the Ashland High School Design Committee and the Rugby Team.
6. Superintendent Report
Superintendent Di Chiro reported that Friday is Career day at Ashland High School. She further reported on the statewide testing system, bargaining, the fact that county library closures will not result in public school libraries being open to the public, and the Appreciate Inquiry Committee.
VIII. Unfinished Business
1. Strategic Planning
Rich Whitley, Bonnie McCracken, Molly McGuire and Jean Crawford spoke as members of the Strategic Planning Design Team. They reviewed the proposed Strategic Plan.
Director Parker reviewed the next steps for the proposed Strategic Plan. Over many months, the Superintendent, Lead Team and Site Councils will add substance to the strategic directions making them measurable goals. Many of the items in the AQEM will be folded into the strategic directions. The goals will be attached to each strategic direction so implementation is clear, and we will be accountable year to year about the progress we are making on achieving those goals. Hopefully, this will be reviewed on a regular basis to see how we are doing.
Superintendent Di Chiro suggested that “life-long learners” be added to the vision statement.
Director Amrhein expressed concern with state-of-the-art being included in the fourth strategic direction, as it often implies additional expense. She further asked if state-of-the-art applied to technology or to instructional tools, programs and facilities as well. Committee members explained that the intent was to place more emphasis on technology.
Director Alexander said the Mission will be placed on school district letterhead, and asked where the Vision would appear. Director Parker said her research indicates that often both the Mission and Vision appear on letterhead. Director Patton hesitated to place the Vision on letterhead since it was so recently crafted.
Director Marr wanted the fourth strategic direction to be a guiding principle instead or that the Design Team rewrite it. Board members discussed the pros and cons of moving the fourth strategic direction to guiding principles.
Director Parker explained that originally a fifth strategic direction addressed effective communications systems that would link students, staff, parents, and communities to achieve our mission.
Superintendent Di Chiro explained that she will develop a template to go under each section of the strategic directions that will include indicators of success and a communication plan
Director Parker suggested that the Board approve the Strategic Plan for first reading. The Design Team could do some more work on word crafting, and present it for second reading at next month’s regular session.
Director Marr moved that the Board adopt the Mission for Ashland School District, “Inspiring learning for life,” for first reading as presented. Director Amrhein seconded and the motion passed unanimously.
Director Amrhein moved that the Board adopt the Vision statement, “Ashland Schools: Empowering all students to be responsible citizens and stewards of the world,” for first reading as presented. Director Marr seconded. Following brief discussion, Director Marr moved to amend the motion to add “lifelong learners” between “be” and “responsible.” Director Amrhein seconded the amendment. The motion to approve the amendment passed unanimously. The original motion, which reads as follows, “Ashland Schools: Empowering all students to be lifelong learners, responsible citizens and stewards of the world,” passed unanimously.
Director Marr moved that the Board accept the guiding principles for first reading as presented. Director Parker seconded and the motion passed unanimously.
Director Marr moved that the Board accept the first strategic direction relating to students for first reading as presented. Director Amrhein seconded and the motion passed unanimously.
Director Marr moved that the Board accept the second strategic direction relating to staff for first reading as presented. Director Amrhein seconded and the motion passed unanimously.
Director Marr moved that the Board accept the third strategic direction relating to instruction for first reading as presented. Director Amrhein seconded and the motion passed unanimously.
Director Marr moved and Director Amrhein seconded that the Board accept the fourth strategic direction relating to community partnership in concept for first reading as presented. Director Marr felt the community partnership is very important in this section and he doesn’t believe that comes through clearly as the strategic direction is currently written. The Design Team will meet again to rewrite the fourth strategic direction to address the Board’s concerns. The motion passed unanimously.
2. Board Policy Revisions
The following Board Policy Revisions were presented for second reading:
GBL - Personnel Records
GBLA - Disclosure of Information
Director Alexander moved that the Board approve Board Policy Revisions GBL and GBLA for second reading as presented. Director Amrhein seconded and the motion passed unanimously. A copy of the revised policies are attached hereto and become a part of these minutes.
IX. New Business
1. Approve Architect Contracts
This item was removed from the agenda.
2. Approve Bond Authorization Resolution #2007-02
Pam Lucas, Business Manager, reviewed the proposed resolution to authorize sale of the construction bonds. Director Alexander moved that the Board adopt Resolution #2007-02 authorizing the sale of construction bonds as presented. Director Amrhein seconded and the motion passed unanimously. The Board asked that the timeline for the sale of the bonds be placed on the district website.
3. Review the Charge to the Bond Oversight Committee
Director Parker explained how the authorizing statement for the Bond Oversight Committee was developed. The Board needs to decide the process for the selection of the committee members, the deadline for that selection, the date of the first meeting, and what services the Board will provide. The Board agreed that the Superintendent will determine what services the Board will provide to the committee.
The proposed authorizing statement was presented as follows:
Community Bond Advisory Committee
The Board of Directors, having been entrusted with tax dollars by the voters for the purpose of constructing and updating Ashland’s school facilities, seeks to ensure that tax dollars are spent in as efficient and effective manner as possible. To that end the Board establishes a citizen advisory committee to serve as an independent monitor on the progress of bonds projects and bond funds.
The members of the committee shall be appointed by the Board of Directors to a three year term. The committee shall be comprised of 10 – 15 people, ideally with expertise in one or more of the following areas: business, construction, architecture, environmental, city government or planning, students (1-2), parent, Bond Committee, ASD Budget Committee, Ashland Schools Foundation, and at least one representative from the School Board, administration, certified and classified staff. The committee shall meet a minimum of once monthly.
The mission of the independent Community Bond Advisory Committee (CBAC) is to oversee the expenditure of money for the construction, repair, and modernization of schools by the Ashland School District, to keep up to date with the progress of each project, to keep the community apprised on the state of each project and to serve as liaisons to the School Board.
The Oversight Committee will regularly review all aspects of the entire bond project, with emphasis on ensuring that the planned projects, projected costs and schedules are being adhered to, as voted on by the public. The committee, in concert with the Project Manager (and architects as appropriate), will review time lines and budget updates, advise the Executive Oversight Committee by providing recommendations and share information with the community. If the Advisory Committee determines that there are issues or concerns that require the attention of the School Board, it is the responsibility of the Advisory Committee Chair to communicate those concerns to the School Board Chair as soon as possible.
Following discussion, the Board agreed that the committee should be called Capital Project Advisory Committee (CPAC), and that 15 members will be appointed by application. The application will be a letter including name, address, phone, statement of interest, background and experience. Membership will include: 2 board members, 1 administrator, 1 certified staff, 1 classified staff, 2 students, 8 community members. Ideally, members will have expertise in one or more of the following areas: business, construction, architecture, environmental, city government or planning.
Director Marr moved that the Board accept applications for members of a Capital Projects Advisory Committee with the charge that the committee will regularly review all aspects of the entire bond project with emphasis on ensuring that the planned projects, projected costs and schedules are being adhered to as voted on by the public. I further move that the details for the application itself, the timing and the processes shall be determined by our Chair and staff. Director Amrhein seconded and the motion passed unanimously.
Director Amrhein moved to extend the meeting 15 minutes. Director Alexander seconded and the motion passed unanimously.
4. Consider Reduction in Force
Superintendent Di Chiro explained that, based on budget revenue projections, the Ashland School District may need to consider reduction in force for the certified employee group to balance the 2007-08 budget.
Following discussion, Director Amrhein moved that the Board consider reduction in force for the certified employee group to balance the 2007-08 budget with regrets. Director Alexander seconded and the motion passed unanimously.
X. Announcements and Appointments
The Board scheduled an Executive Session for Friday, March 23, 2007, at 1:00 p.m. in the District Board Room to review the superintendent’s performance.
The Board will hold a Work Session on Tuesday, March 13, 2007, at 7:00 p.m. in the District Board Room to provide information and respond to questions from potential school board member candidates.
The next regular session will be held on Monday, April 9, 2007, at 7:00 p.m. at the Ashland Council Chambers.
There being no further business, the meeting adjourned at 10:15 p.m.
Jeanne Peterson, Executive Secretary
Resolution no. 2007-_02__
A RESOLUTION OF Ashland School District No. 5, Jackson County, OREGON AUTHORIZING THE ISSUANCE, NEGOTIATED SALE AND DELIVERY OF GENERAL OBLIGATION BONDS; DESIGNATING AN AUTHORIZED REPRESENTATIVE, Bond counsel and underwriter; DELEGATING THE APPROVAL AND DISTRIBUTION OF THE PRELIMINARY AND FINAL OFFICIAL STATEMENTS; AUTHORIZING EXECUTION OF A BOND PURCHASE AGREEMENT AND RELATED MATTERS.
THE BOARD OF DIRECTORS OF ASHLAND SCHOOL DISTRICT NO. 5, JACKSON COUNTY, OREGON HEREBY RESOLVES:
Section 1. FINDINGS
The Board of Directors (the “Board”) of the Ashland School District No. 5, Jackson County, Oregon a common school district of the State of Oregon (the “District”) finds:
a. The District is authorized pursuant to the Oregon Constitution and Oregon Revised Statutes Sections 287, 288 and 328 to issue general obligation bonds to finance capital construction and improvements;
b. On August 14, 2006, the District adopted a resolution authorizing submission to the voters of the District at a measure election on November 7, 2006, the question of contracting a general obligation bonded indebtedness in an amount not to exceed $46,800,000 to finance the costs of capital construction and capital improvements as set forth in the notice of bond election and pay bond issuance costs;
c. The election was duly and legally held on November 7, 2006 and the elections officer of the county in which the District office is located certified that the issuance of the general obligation bonds was approved by a majority of the qualified voters of the District voting at the election;
d. The District adopts this resolution to provide the terms under which the general obligation bonds will be sold and issued; to authorize the issuance of the general obligation bonds; and to classify the ad valorem taxes levied to pay debt service on the general obligation bonds as not being subject to the limits of Sections 11 and 11b, Article XI of the Oregon Constitution.
Section 2. BONDS AUTHORIZED
The District hereby authorizes the issuance of General Obligation Bonds (the “Bonds”) in an aggregate principal amount not to exceed $46,800,000, issued in one or more series.
The Bonds shall mature over a period not exceeding twelve (12) years from their date of issue. The Bonds shall be issued in fully registered form in the principal denominations of $5,000 or any integral multiple thereof. The Bonds shall be subject to a book-entry only system of ownership and transfer as provided for in Section 8 hereof. The remaining terms of the Bonds shall be established as provided in Section 13 hereof.
Section 3. DESIGNATION OF AUTHORIZED REPRESENTATIVES
The Board designates the Superintendent, Business Manager (each an “Authorized Representative”) or a designee of the Authorized Representative to act on behalf of the District as specified in Section 13 hereof.
Section 4. SECURITY
The Bonds are general obligations of the District. The full faith and credit of the District are pledged to the successive owners of each of the Bonds for the punctual payment of such obligations, when due. The District covenants with the Bondowners to levy annually a direct ad valorem tax upon all of the taxable property within the District in an amount without limitation as to rate or amount, and outside of the limitations of Sections 11 and 11b, Article XI of the Oregon Constitution, after taking into consideration discounts taken and delinquencies that may occur in the payment of such taxes and any other funds available, to pay interest accruing and the principal maturing on the Bonds promptly when and as they become due.
Section 5. FORM OF BONDS
The Bonds shall be issued in substantially the form as approved by the Authorized Representative. The Bonds may be printed or typewritten, and may be issued as one or more temporary Bonds which shall be exchangeable for definitive Bonds when definitive Bonds are available. As book-entry only bonds, the Bonds shall be prepared by Bond Counsel.
Section 6. EXECUTION OF BONDS
The Bonds shall be executed on behalf of the District with the manual or facsimile signature of the Chair of the Board of Directors of the District and attested to by the manual or facsimile signature of the Superintendent but at least one such signature shall be in manual form. However, all signatures may be in facsimile form if the Bonds are authenticated by the manual signature of the paying agent/registrar (the “Registrar”).
Section 7. AUTHENTICATION, REGISTRATION, PAYMENT, EXCHANGE AND
a. No Bond shall be entitled to any right or benefit under this Resolution unless it shall have been authenticated by an authorized officer of the Registrar. The date of authentication shall be the date the Bondowner’s name is listed on the Bond register.
b. All Bonds shall be in registered form. The Registrar shall authenticate all Bonds to be delivered at closing of this bond issue, and shall additionally authenticate all Bonds properly surrendered for exchange or transfer pursuant to this Resolution.
c. The ownership of all Bonds shall be entered in the Bond register maintained by the Registrar, and the District and the Registrar may treat the person listed as owner in the Bond register as the owner of the Bond for all purposes.
d. The Registrar shall mail or cause to be delivered the amount due under each Bond to the registered owner at the address appearing on the bond register on the record date set forth in the official statement for the Bonds. If payment is so mailed, neither the District nor the Registrar shall have any further liability to any party for such payment.
e. In the event the book-entry system of ownership is discontinued, Bonds may be exchanged for equal principal component amounts of Bonds of the same maturity which are in different authorized denominations, and Bonds may be transferred to other owners if the Bondowners submit the following to the Registrar:
i. written instructions for exchange or transfer satisfactory to the Registrar, signed by the Bondowner or his/her attorney in fact and guaranteed or witnessed in a manner satisfactory to the Registrar; and
ii. the Bonds to be exchanged or transferred.
f. The Registrar shall not be required to exchange or transfer any Bonds submitted to it during any period beginning with a Record Date and ending on the next following payment date; however, such Bonds shall be exchanged or transferred promptly following that payment date.
g. The Registrar shall not be required to exchange or transfer any Bonds which have been designated for redemption if such Bonds are submitted to the Registrar during the fifteen (15) day period preceding the designated redemption date.
h. For purposes of this section, Bonds shall be considered submitted to the Registrar on the date the Registrar actually receives the materials described in subsection (e) of this section.
i. In the event any Bond is mutilated, lost, stolen or destroyed, the Registrar may issue a new Bond of like maturity, interest rate and denomination if the asserted owner of such Bond provides to the Registrar and the District an affidavit, certificate or other reliable proof that the Registrar or the District reasonably finds protects the District from conflicting claims for payment under the Bond. Pursuant to Oregon Revised Statutes Section 288.435, the Registrar may waive the requirements of ORS 288.420 and the District may waive the requirements of ORS 288.430 with respect to the Bond.
j. The District may alter these provisions regarding registration, exchange and transfer by mailing notification of the altered provisions to all Bondowners and the Registrar. The altered provisions shall take effect on the date stated in the notice, which shall not be earlier than forty-five (45) days after notice is mailed.
Section 8. BOOK-ENTRY SYSTEM
During any time that the Bonds are held in a book-entry only system (the “Book-Entry System”), the registered owner of all of the Bonds shall be The Depository Trust Company, New York, New York (“DTC”), and the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. The District has entered into or shall enter into a Blanket Issuer Letter of Representations (the “Letter”) wherein the District represents that it will comply with the requirements stated in DTC’s Operational Arrangements as they may be amended from time to time.
Under the Book-Entry System, the Bonds shall be initially issued in the form of a single fully registered certificate, one for each maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered by the Registrar on the registration books in the name of Cede & Co., as nominee of DTC. The District and the Registrar may treat DTC (or its nominee) as the sole and exclusive registered owner of the Bonds registered in its name for the purposes of payment of the principal of, redemption price of, and premium, if any, or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving notice as required under this Resolution, registering the transfer of Bonds, obtaining any consent or other action to be taken by the owners and for all other purposes whatsoever; and neither the Registrar nor the District shall be affected by any notice to the contrary. The Registrar shall not have any responsibility or obligation to any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books of the Registrar as being a registered owner, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest on the Bonds; any notice or direction which is permitted or required to be given to or received from owners under this Resolution; the selection by DTC or any DTC Participant of any person to receive payment in the event of a partial redemption of the Bonds; or any consent given or other action taken by DTC as owner; nor shall any DTC Participant or any such person be deemed to be a third party beneficiary of any owners’ rights under this Resolution. The Registrar shall pay from moneys available hereunder all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the District’s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. So long as the Bonds are held in the Book-Entry System, no person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Registrar to make payments of principal of and premium, if any, and interest pursuant to this Resolution. Upon delivery by DTC to the Registrar of DTC’s written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of this Resolution with respect to transfers of Bonds, the term “Cede & Co.,” in this Resolution shall refer to such new nominee of DTC.
At any time it determines that it is in the best interests of the owners, the District may notify the Registrar, and the Registrar will subsequently notify DTC, whereupon DTC will notify the DTC Participants, of the availability through DTC of Bond certificates. In such event, the Registrar shall issue, transfer and exchange, at the District’s expense, Bond certificates as requested in writing by DTC in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Registrar and discharging its responsibilities with respect thereto under applicable law. If DTC resigns as securities depository for the Bonds, Bond certificates shall be delivered pursuant to this section. Under such circumstances (if there is no successor securities depository), the Registrar shall be obligated to deliver Bond certificates as described in this Resolution, provided that the expense in connection therewith shall be paid by the District. In the event Bond certificates are issued, the provisions of this Resolution shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of, premium, if any, and interest on such Bonds. Whenever DTC requests the Registrar to do so, the Registrar will cooperate with DTC in taking appropriate action after written notice (a) to make available one or more separate certificates evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account, or (b) to arrange for another securities depository to maintain custody of certificates evidencing the Bonds.
Section 9. REDEMPTION
The Bonds may be subject to optional redemption or mandatory redemption prior to maturity as provided in Section 13 hereof.
Section 10. NOtice of redemption
Official notice of redemption shall be given by the District’s Registrar on behalf of the District by mailing a copy of an official redemption notice by first-class mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond register or at such other address as is furnished in writing by such registered owner to the Registrar, and by publishing the notice as required by law; provided that so long as a book-entry only system is maintained in effect, notice of redemption shall be given at the time, to the entity and in the manner required in DTC’s Operational Arrangements, and the Registrar shall not be required to give any other notice of redemption otherwise required herein.
All official notices of redemption shall be dated and shall state, without limitation: (1) the redemption date; (2) the redemption price; (3) if less than all outstanding Bonds are to be redeemed, the identification of the Bonds to be redeemed; (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption; (5) that interest thereon shall cease to accrue from and after said date; (6) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Bond Registrar; and (7) the assigned CUSIP numbers of all Bonds to be redeemed.
On or prior to any redemption date, the District shall deposit with the Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the District shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. All Bonds which have been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued.
Section 11. TAX-EXEMPT STATUS
The District covenants to use the proceeds of the Bonds, and the facilities financed with the Bonds, and to otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), so that interest paid on the Bonds will not be includable in gross income of the Bondowners for federal income tax purposes. The District specifically covenants:
a. to comply with the “arbitrage” provisions of Section 148 of the Code, and to pay any rebates to the United States on the gross proceeds of the Bonds; and
b. to operate the facilities financed with the proceeds of the Bonds so that the Bonds are not “private activity bonds” under Section 141 of the Code; and
c. comply with all reporting requirements.
The Authorized Representative may enter into covenants on behalf of the District to protect the tax-exempt status of the Bonds.
Section 12. DESIGNATION AS a “QUALIFIED TAX-EXEMPT OBLIGATION”
The Authorized Representative, upon the advice of Bond Counsel, may designate any series of the Bonds as a “qualified tax-exempt obligation” pursuant to Section 265(b)(3)(B) of the Code.
Section 13. DELEGATION FOR ESTABLISHMENT OF TERMS AND SALE OF THE
The Authorized Representative is hereby authorized, on behalf of the District for a period of six (6) months from the adoption of this resolution and without further action of the Board, to:
a. establish the principal and interest payment dates, principal amounts, interest rates, denominations, and all other terms for the Bonds, including determining whether the Bonds will be issued in one or more series;
b. negotiate the terms with Seattle-Northwest Securities Corporation under which the Bonds shall be sold; enter into a bond purchase agreement for the sale of the Bonds which incorporates those terms; and execute and deliver such bond purchase agreement;
c. appoint a registrar and paying agent for the Bonds;
d. take such actions as are necessary to qualify the Bonds for the book-entry only system of The Depository Trust Company if required;
e. enter into covenants regarding the use of the proceeds of the Bonds and the projects financed with the proceeds of the Bonds, to maintain the tax-exempt status of the Bonds;
f. approve of and authorize the distribution of the preliminary and final official statements for the Bonds;
g. obtain one or more ratings on the Bonds if determined by the Authorized Representative to be in the best interest of the District, and expend Bond proceeds to pay the costs of obtaining such rating;
h. obtain municipal bond insurance on the Bonds if determined by the Authorized Representative to be in the best interest of the District, execute and deliver any agreement required in connection with such insurance, and expend Bond proceeds to pay any bond insurance premium;
i. apply to participate in the Oregon State Guaranty Program, if available and deemed appropriate, and expend Bond proceeds to pay any guaranty premium;
j. approve, execute and deliver a Continuing Disclosure Certificate pursuant to SEC Rule 15c2-12, as amended (17 CFR Part 240, § 240.15c2-12);
k. approve, execute and deliver the Bond closing documents and certificates; and
l. execute and deliver a certificate specifying the action taken by the Authorized Representative pursuant to this Section 13 and any other certificates, documents or agreements that the Authorized Representative determines are desirable to issue, sell and deliver the Bonds in accordance with this Resolution.
Section 14. Default and Remedies.
The occurrence of one or more of the following shall constitute an Event of Default under this Resolution and the Bonds:
a. Failure by the District to pay Bond principal, interest or premium when due (whether at maturity, or upon redemption after a Bond has been properly called for redemption);
b. Failure by the District to observe and perform any covenant, condition or agreement on its part to be observed or performed for the benefit of Owners of Bonds, for a period of sixty (60) days after written notice to the District by the Owners of fifty-one (51%) percent or more of the principal amount of Bonds then Outstanding specifying such failure and requesting that it be remedied; provided however, that if the failure stated in the notice cannot be corrected within such sixty (60) day period, it shall not constitute an Event of Default so long as corrective action is instituted by the District within the sixty (60) day period and diligently pursued, and the default is corrected as promptly as practicable after the written notice referred to in this paragraph; or,
c. The District is adjudged insolvent by a court of competent jurisdiction, admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy, or consents to the appointment of a receiver for the payments.
The Owners of fifty-one (51%) percent or more of the principal amount of Bonds then Outstanding may waive any Event of Default and its consequences, except an Event of Default as described in (a) of this Section.
d. Upon the occurrence and continuance of any Event of Default hereunder the Owners of fifty-one (51%) percent or more of the principal amount of Bonds then Outstanding may take whatever action may appear necessary or desirable to enforce or to protect any of the rights of the Owners of Bonds, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Resolution or the Bonds or in aid of the exercise of any power granted in this Resolution or in the Bonds or for the enforcement of any other legal or equitable right vested in the Owners of Bonds by the Resolution or the Bonds or by law. However, the Bonds shall not be subject to acceleration.
e. No remedy in the Resolution conferred upon or reserved to Owners of Bonds is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Resolution or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. To entitle the Owners of Bonds to exercise any remedy reserved to them, it shall not be necessary to give any notice other than such notice as may be required by this Resolution or by law.
Section 15. DEFEASANCE
The District may defease the Bonds by setting aside, with a duly appointed escrow agent, in a special escrow account irrevocably pledged to the payment of the Bonds to be defeased, cash or direct obligations of the United States in an amount which, in the opinion of an independent certified public accountant, is sufficient without reinvestment to pay all principal and interest on the defeased Bonds until their maturity date or any earlier redemption date. Bonds which have been defeased pursuant to this Section shall be deemed paid and no longer outstanding, and shall cease to be entitled to any lien, benefit or security under this Resolution except the right to receive payment from such special escrow account.
Section 16. establishment of funds and accounts
The following funds and accounts shall be created into which the proceeds of the Bonds shall be deposited, which funds and accounts shall be continually maintained, except as otherwise provided, so long as the Bonds remain unpaid.
a. Debt Service Account. The District shall maintain the debt service account in the District’s debt service fund for the payment of principal, premium, if any, and interest on the Bonds as they become due. All accrued interest, if any, and all taxes levied and other moneys available for the payment of the Bonds shall be deposited to the debt service account.
b. Project Fund. The District shall maintain the project fund for the purpose of accounting for and paying all costs of the projects and the costs related to the preparation, authorization, issuance, and sale of the Bonds. Any interest earnings on moneys invested from the project fund shall be retained in the project fund. The District’s share of any liquidated damages or other moneys paid by defaulting contractors or their sureties will be deposited into the project fund to assure the completion of the projects.
Upon completion of the projects and upon payment in full of all costs related thereto, any balance remaining in the project fund shall be deposited to the Debt Service Account for payment of debt service.
Section 17. DESIGNATION OF BOND COUNSEL AND UNDERWRITER
The District hereby designates Kirkpatrick & Lockhart Preston Gates Ellis LLP as bond counsel for the issuance of the Bonds and Seattle-Northwest Securities Corporation as underwriter for the issuance of the Bonds.
Section 18. RESOLUTION TO CONSTITUTE CONTRACT
In consideration of the purchase and acceptance of any or all of the Bonds by those who shall own the Bonds from time to time (the “Owners”), the provisions of this Resolution shall be part of the contract of the District with the Owners and shall be deemed to be and shall constitute a contract between the District and the Owners. The covenants, pledges, representations and warranties contained in this Resolution or in the closing documents executed in connection with the Bonds, including without limitation the District’s covenants and pledges contained in Section 4 hereof, and the other covenants and agreements herein set forth to be performed by or on behalf of the District shall be contracts for the equal benefit, protection and security of the Owners, all of which shall be of equal rank without preference, priority or distinction of any of such Bonds over any other thereof, except as expressly provided in or pursuant to this Resolution.
ADOPTED by the Board of Directors of the Ashland School District No. 5, Jackson County, Oregon this 12th day of March, 2007.
ASHLAND SCHOOL DISTRICT NO. 5,
JACKSON COUNTY, OREGON