Special Meeting

June 13, 2017

ESTHERVILLE LINCOLN CENTRAL COMMUNITY SCHOOL DISTRICT

June 13, 2017

Special Meeting Minutes

The Estherville Lincoln Central Board of Education held a Special Meeting on Tuesday, June 13, 2017 at 12:00p.m. in the high school library conference room. Board members present were: Kathy Miller-Cornwall, President, Cory Hoyer, Vice President, Duane Schnell, Melissa Regelstad. Others present were: Tara Paul, Superintendent; Kate Woods, Board Secretary/Treasurer, Travis Squires, Piper Jaffray via speaker phone.

Special Meeting – 12:00 p.m.

Call to Order/Roll Call President Cornwall called the special meeting to order at 12:07p.m. Board members present were Hoyer, Greig, Schnell, Regelstad.

Agenda Approval Motion by Schnell, second by Greig to approve the agenda as presented. Motion carried 5-0.

Consideration of Financing Proposals Motion by Greig, second by Regelstad to consider financing proposals for the $5,405,000 General Obligation School Bonds Dated May 1, 2007. Motion carried 5-0.

Resolution Directing Sale Board Member Cory Hoyer introduced the following Resolution entitled “RESOLUTION DIRECTION THE SALE OF $5,405,000 GENERAL OBLIGATION SCHOOL REFUNDING BONDS, SERIES 2017”and moved its adoption. Board Member Duane Schnell seconded the motion to adopt. The roll was called and the vote was: AYES: Jodie Greig, Melissa Regelstad, Cory Hoyer, Duane Schnell, Kathy Cornwall. NAYS: None The President declared the Resolution adopted.

RESOLUTION DIRECTING THE SALE OF $5,405,000 GENERAL OBLIGATION SCHOOL REFUNDING BONDS, SERIES 2017

This is the time and place for the sale of General Obligation School Refunding Bonds, Series 2017 (the "Bonds");

WHEREAS, the School District has received proposals for the sale of the Bonds and has arranged for the sale of these Bonds to JPMorgan Chase Bank, N.A., Chicago, Illinois, at a purchase price of $5,405,000, plus accrued interest to date of delivery:

NOW, THEREFORE, IT IS RESOLVED BY THE Board of Directors OF THE ESTHERVILLE LINCOLN CENTRAL COMMUNITY School District IN THE CountIES OF EMMET AND DICKINSON, STATE OF IOWA:Section 1. The sale of $5,405,000 General Obligation School Refunding Bonds, Series 2017, to be dated the date of delivery, for the purpose of refunding outstanding General Obligation School Bonds, Series 2007, dated May 1, 2007, upon the following terms, is approved and confirmed.

Section 2. That the President and Secretary are authorized and directed to issue and deliver $5,405,000 General Obligation School Refunding Bonds, in the aggregate principal amount of $5,405,000, each in the denomination of $100,000 or integral multiples of $5,000 in excess thereof, bearing interest and maturing as follows:

Principal Amount - $5,405,000 Interest Rate 2.10% Maturity Date 2027

Section 3. That all acts of the Superintendent of Schools and Secretary of the Board done in furtherance of the sale of the Bonds are ratified and approved.

PASSED AND APPROVED this 13th day of June, 2017.

Resolution Authorizing the Redemption of Outstanding GO Bonds

Motion by Schnell, second by Greig to approve the following resolution. Motion carried 5-0.

RESOLUTION AUTHORIZING THE REDEMPTION OF OUTSTANDING General Obligation School bondS OF THE Estherville Lincoln Central Community School District, STATE OF IOWA, DATED May 1, 2007, AND DIRECTING NOTICE BE GIVEN

WHEREAS, the School District did by resolution dated April 23, 2007 authorize the issuance of $8,700,000 General Obligation School Bonds, dated May 1, 2007 (the "Refunded Bonds"); and

WHEREAS, the Refunded Bonds are redeemable in any order of maturity, beginning May 1, 2017, or any date thereafter upon giving notice in the manner provided in the resolution authorizing the issuance of the Refunded Bonds; and

WHEREAS, it is deemed necessary and advisable that $5,290,000 of the Refunded Bonds maturing annually May 1, 2018 through May 1, 2027, inclusive, as described in Schedule A attached hereto, be so redeemed on July 28, 2017, and notice of redemption be given.

NOW, THEREFORE, BE IT RESOLVED BY THE Board of Directors OF THE Estherville Lincoln Central Community School District, STATE OF IOWA:

Section 1. That outstanding Refunded Bonds, in the principal amount of $8,700,000, be and the same are hereby redeemed as of July 28, 2017.

Section 2. Bankers Trust Company of Des Moines, Iowa in its capacity as Registrar, Paying Agent and Transfer Agent, is hereby authorized and directed to cause notice of such redemption to be given not less than thirty (30) days prior to the date of redemption by ordinary mail to the registered owner of the Refunded Bonds and XL Capital Assurance Inc. in substantially the form set forth in Schedule B attached to this Resolution. Piper Jaffray & Co., in its capacity as Dissemination Agent, is hereby authorized and directed to file electronic notice of such redemption to the Municipal Securities Rulemaking Board at http://emma.msrb.org/. All liability for interest on the Refunded Bonds shall cease, terminate and be completely discharged as of July 28, 2017 as provided in Section 6(b) of the Resolution Authorizing the Issuance of the Refunded Bonds.

Section 3. The School Treasurer is hereby authorized and directed to cause to be deposited in a separate fund sum sufficient to pay all principal and interest on the outstanding Refunded Bonds to the date of redemption.

Adjournment – Motion by Regelstad, second by Greig to adjourn the meeting at 12:29 p.m.. Motion carried 5-0.

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