001Call the meeting to order at 5:40 p.m. Steve, can you take the role, please? >> Yes. >> Mr. Fishell >> here. >> Mr. Keaney >> here. >> Miss Brewster >> here. >> Miss Graci >> here. >> And Miss Kinsky is not present. >> Stand for the pledge, please. I pledge allegiance to the flag of the United States of America and to the republic for which it stands, one nation under God, indivisible, with liberty and justice for all. >> We have a consent agenda, finance and audit. Can I make a motion to amend the agenda so that we can take item A and vote on that separate, please? I'd actually like to vote on all the agenda items separately. >> I think on the consent agenda, we we second it and and then uh you can
002pull things out individually for discussion, right? >> Correct. >> So, you want to pull the first one out >> to vote on separately? Yes. >> Yeah. the the finance. Well, that's not it's not voted on finance and audit. There's no vote. >> So, there's no vote. >> Not under finance and audit. >> That's not what the agenda says. >> On the consent agenda. >> Oh, because well, I see we are never mind. >> We are voting. >> Yes, we are voting. You're correct. >> So, A, B, and C would be all three voting. So what you're So what you want to do is hold the finance and audit >> consent >> from the consent. >> Okay. >> We'll need a second to amend the agenda. No, she can you can pull any item out on
003the consent. Yeah, >> any board member will be. >> So there's not a second. It would be >> It says here separate. Okay. >> Any board member can remove a consent agenda to be discussed and voted on individually. >> Okay. All right. So item two is the finance and audit. >> Okay. So just to be clear, um are you looking to pull out item A? All three of them. I would like to vote on all three of them. >> You'd like to do each one separate? >> Yes, please. >> Okay. >> If you don't mind. >> So, I think that what we do then is um we make a motion to approve item A separately. Would that be correct, Dan? >> Okay. So, um would you like to make that motion? >> Sure. Okay, if
004we can have a motion to a resol because we have a resolution to engage the services of stifle Nicholas and company incorporated in connection with the district's municipal securities transactions of certificates of participation and tax anticipation notes. Can I get a second? >> Okay. What what is your motion exactly? >> Motion you asking us to we're going to vote on this. So, normally there would be a motion to approve it >> and then a second and then there would be discussion. >> Motion for discussion which is where >> Yes, I read the resolution. >> Okay. Do you want to make a motion to approve it? You made the resolution to approve it and you're looking for a second. Just want to be clear you're doing what you want to do. >> I Yes. >> Okay.
005So then I second that and uh discussion. There's a resolution to engage the services just as Miss Graassy stated of Steel Nicholas and Company Incorporated in connection with the district's municipal securities transaction of certificates of participation and tax anticipation notes. Miss Grassi read the resolution and I second. >> So now we have discussion. >> Um I have a lot of questions regarding this. We approved a an agreement last week on the 20th to move forward with a certificates of participation to move forward with a larger um bond issuance. There were a lot of people involved in that. Are is there a reason why this firm has been RBC capital markets is being excluded and why we are trying to replace them with steeple? >> Well, I think you could best answer that though. >> No,
006I cannot >> because I I think you had conversations with Michael Purcella to ask him to not follow through on getting the funding. Um, and so you did everything you could to stop it. and he indeed wrote a letter of of uh resignation saying that they as a matter of fact they recommended that it wasn't even good for our district to get the funding. >> You you're quite mistaken. I want I want to ask you to stop that because you are saying something that I never did. So first of all second of all RBC Capital Markets is not the same as Sitsina and Associates. So can I ask you why we are being asked and can we just stick to the question? Why are we being asked to replace our underwriter? RBC capital markets is
007the underwriter. Steel Nicholas is another underwriter. Why are we being asked to change at this late juncture? >> Because the whole deal got blown up and it didn't happen as it was supposed to happen. >> That doesn't have anything to do with RBC capital markets. So it does. It does now. >> Well, it does now because you're making it now. I'm asking what has changed with our underwriter. I didn't say anything about that. I'm saying [clears throat] the deal got blown up and we're going in a different direction for funding. >> And I'm going to ask again and I'm not getting an answer. Why are we being asked what has RBC done in their purview to be eliminated from the work that they have already done for the district on this project? Why are we
008moving that work to steeple? >> The agent that was going to get the funding for us resigned. That has nothing to do with the underwriter. >> Okay. We are going in a different direction because the whole deal got blown up. >> If you're you're not answering my question. >> If if RBC wanted to get the funding, the funding would have been done already >> because it was scheduled to be done over. >> As far as I understand, RBC capital markets is still aligned to go forward at any time whenever anybody would ask them to. They are the underwriter. They sell the bonds. They don't have I'm I'm questioning where where did we as a board decide to disengage with services from RBC capital markets and move to steel Nicholas. >> So tonight we are deciding
009that. >> Where did we have that conversation? >> Yeah, we're we're having >> where did we have the conversation that eliminated uh Sina and Associates when they resigned? Where was the where? Oh, yeah. It does. It does. It really, really does. Just [clears throat] believe me, Belinda. It really does. >> Okay, I'll believe you. >> Really does. >> This has nothing to I'm asking you any more discussion >> from from the case of a professional firm who has done work for the district and was ready to move forward with selling bonds on behalf of this district. Why are we switching companies? >> There was interference in the original plan, in the original agreement. that interference >> with who at RBC. >> Does it matter? >> It does matter because >> if you're going to say
010it, I need you need to say it like say it with who? >> RBC. >> We were supposed to have our funding on November 13th >> and it didn't happen. Do you know why? >> We had a resignation from our >> municipal. Why did that happen? >> I have no idea. >> You have no idea. >> I am not the municipal adviser. >> Okay. You didn't have conversations with anyone asking them not to get this done? >> Oh my. Good lord. No. >> Okay. All right. >> Are you accusing me of that? Of >> I'm asking you a question. >> Let Let me Let me read something for you. This is the resignation letter from Sustina and Associates. with this letter Christina and associate I want everybody to hear it. >> Associates LLC hereby informs
011the administration and board of education of the Riverside Local School District Ohio that we resign as municipal municipal advisor to the district. It is our fiduciary duty to provide services that we believe are in the best interest of the district as a whole. In discussion with the financing team and legal counsel, we have concluded that the rationale and circumstances as we understand behind the district's intention to move ahead with the proposed certificates of participation and tax anticipation notes financings may not be in the district's best interest. Therefore, we must separate ourselves from this transaction. It has been an honor to serve the Riverside local school district over the past few years and we have truly appreciated the opportunity. And that was dated Wednesday, November 12th. So they quit. >> That's very RBC capital market. >>
012That was RBC's agent. >> Yes. >> Okay. >> Who was dealing directly with us for almost one year on this project. >> They were the representative for RBC and they quit and told us that they didn't even think we should be going for the money. >> I'm sorry. They are not. >> So we are now going in another direction. >> They are not related companies. I >> I'm sorry. I'm I'm I'm still >> Are you saying Are you saying that Michael Purcella that worked with us for almost a year wasn't the agent for RBC? >> No, they do not work for each other. >> So they have nothing to do with each other. >> Absolutely not. >> Okay. That's just not true. That's not true. >> Together. Of course they work together. >> Michael Purcella
013was their agent. >> Um Mr. Mr. McIntyre, can you please clarify for some individuals on this board, you municipal adviserss and bond underwriters are different entities. >> Those are different and steepel doesn't have a municipal adviser. They will go through with this course. >> Of course, they're different entities. Michael Purcella was doing the work to deliver it to them to execute and he backed out. >> I'm not exactly sure what that has to do with RBC capital markets. They are ready to move forward with the sale of bonds. That's what they do. And now we are choosing steel. >> And I'm asking why >> because the deal got blown up. >> We decided to go in a different direction because the original deal failed. >> Got blown up and >> which has nothing to do
014with RBC capital. >> And you're saying it has everything to do with it. >> Does not. >> And so [clears throat] you are saying you didn't do anything to encourage the blowing up of this. >> No, I did not. >> Okay. You did plenty to do that. And you've put people's careers at risk by doing so, but we won't get into that right now. Well, and one of the concerns that was expressed in the letter um of resignation was the fact um you know, I probably should quote it directly if you have it. Um [clears throat] let me see. It it said that um they felt that they uh financing may not be in the district's best interest. Therefore, we must separate ourselves from these transactions. >> And and well, let me finish. So basically
015um at that time we were asking for $12 million. Now at our last board meeting the whole thing changed and we're now going to ask for $3 million more total of 15 million. But throughout the last year, all we've heard, even with 12 million or 5 million for Riverview, that we're bankrupting the district, that this is terrible decisionmaking financially for our district. Yet, we have no problem asking for another 3 million, and this person who resigned said they didn't feel it was in the district's best interest. >> So, I'm going to ask again, what does RBC Capital Markets have to do with it? So I think the discussion is probably finished. We're going over the same thing. >> I do. Mrs. Kerninsky did have a statement she'd like read and this is the time >>
016about about this particular item. >> Okay. >> I want to make sure that has the time. Thank you. >> I will not be at this. This is Lori Kren Kreninski. >> This is Lori who's not here. >> Yes. So this was emailed to me. I will not be at the this evening's meeting. I'm still not feeling well. I've put some thoughts together that I would like to be added to the discussion during the consent agenda. I appreciate if every one of you would take a moment to add to this discussion. Thank you. Tonight, I want to provide some things to consider during the discussion of moving forward with the issuing of certificates of participation and tax anticipation notes or any large bond issuance without the use of a municipal advisor. Municipal adviserss play defined and
017federal regulated role. Their responsibilities include expertise and knowledge of municipal capital markets and debt structuring practices, risk management, including guidance on market conditions and strategies to reduce financial exposure. Optimal structuring of the debt including analysis of capacity, alternative models, and long-term cost impacts. liaison and advocacy serving as the central coordinator between the issuer, underwriters, insurers, rating agencies, bond council, trustees, investors, and regulators. Cost effective financing helping issuers obtain the lowest reasonable rate through the professional structure and timing. These functions help public entities, especially school districts, navigate a highly technical and regulated process. If we move forward without an advisor, the district assumes several significant risks. Underwriting risk. If the bonds do not sell as expected, the district bears that financial consequence. Transaction risk. We must independently manage selection of underwriters, pricing, marketing, and the overall
018structure of the issuance. Regulatory risk. Compliance with all municipal securities, rules, and federal regulations become solely our responsibility. Market risks. Without market expertise, we may enter the market at a disadvantage, [clears throat] increasing interest costs or limiting investor demand. Liquidity risk. If the bonds need to be resold in the secondary market, the district may struggle to find buyers at a fair price. Under normal circumstances, a municipal advisor is the professional who mitigates these risks and ensures transparency, structure, and compliance throughout the process. By deciding not to use a municipal advisor, these responsibilities do not disappear. They shift. Therefore, I believe we must publicly identify who will assume each of the following critical functions. >> Well, great. Okay. >> All right. We lost probably our video. >> Yes. Got 100 minutes until it goes empty. >>
019Okay. >> Who will analyze market conditions and recommend the timing for issuance? Who will evaluate the district's debt capacity and model long-term financial impacts? Who will develop the structure of the cops or TANs including repayment schedules and interest rate assumptions? Who will coordinate communication between underwriters, bond council, rating agencies and trustees? Who will review underwriting proposals to ensure fairness and competitiveness? Who will oversee compliance with federal municipal securities regulations? Who will protect taxpayer interest by ensuring the lowest reasonable cost of borrowing? In addition, I would like to specifically ask our treasurer based on your professional judgment and experience, how do you feel about the district proceeding with the issuance without the guidance of a municipal adviser? I'll come back to that. [snorts] I also believe the board should clearly discuss and answer the question, why
020are we moving away from RBC? Who is prepared and ready to move forward as the underwriter? and what benefits or risks do we see in making that change at this late stage in the process. The issuance involves millions of dollars and long-term [snorts] financial commitments. Before we move forward, we should have clarity on who will be performing the duties typically handled by a municipal adviser, how conflicts of interest will be avoided, and how the district will mitigate the increased risk outlined here. Our role as a board is to ensure due diligence, transparency, and fiscal responsibility. I am writing that we have these questions answered before we approve this change. I wish that I could be president for this discussion tonight, but I hope these thoughts and questions help prompt a thorough open dialogue at the
021board table on behalf of our community and our taxpayers. So the question that's directly sent to me, I think I've been involved in six or so uh bonds issuance never attains before uh but they work very similarly in terms of um selling those those u bonds. But I have in in my experience I've there's always been a municipal adviser. I I would also like to add I I would like to know who's going to move forward with with getting the issuance of insurance which we had written into our last agreement. Um and for the record, we also had bond council who's a separate firm as well. Are we removing them also? So, I mean, like, if we're going to remove everybody who has anything to do with anything and move forward and start all over
022again, then you might want to consider >> Wasn't all of this thought about before? >> I don't know. Wasn't a lot of things thought about before? We never had any of these discussions at the table. We have not had this discussion at the table, and I'm asking to have it. >> So, who's going to take care of all those responsibilities? >> So, we've had it and Stifa will handle all who has had it. So Stifl will no we've been discussing this right now we have had this discussion and Stifl will handle all of those responsibilities let me finish steif is one of the largest uh investment in financial institutions in the country >> and they are very capable and they have done this sort of thing before and they will handle all of these responsibilities
023and necessities that protect the district they are fully capable and fully professional and so we're choosing Stifel to move forward for our funding Well, that's what we can't really say that yet. We haven't we haven't voted on it yet. But in any event, in any event, like I said, we haven't had an opportunity to see a contract with them, what they will be doing, what their outline is, what their plan is. We don't know who's going to be handling that. We don't know who our points of contact are. We don't know any of these items. Do we have a contract with them? >> We have an engagement letter. >> It's an engagement, right? >> Has the whole board seen that engagement letter? >> I believe it was uploaded on board docs >> on the Senate.
024>> Yeah. Um, and I wanted to um also ask uh Dan McIntyre um are you familiar with this company and you constructed or looked at the agreement or the engagement letter? >> So, um I am familiar with SEL. I mean I know of them and their work in other districts. Um but as I've said many times, I am not your bond counsel. Um, and I did not give advice in that area. Um, I did speak with your bond council, Tom Wilson from Dins Marshall. He contacted me today and wanted me to share with the board that he would like to continue to be your bond counsel. um regardless of who you may choose to work with as your underwriter and he's prepared to to move forward um promptly. >> Good. Thank Thank you for that.
025So >> So my question again, [clears throat] >> I was that was part one. I had another part. Uh so um Dr. Thompson, have you worked with this company? Steifle [clears throat] was the underwriter um probably about a year and a half maybe two years now ago uh when I was the CFO at public schools and we did a $40 million is issuance with steeple >> folks I'm not I'm not discrediting >> I'm I'm not done so your experience because you're the treasurer there was very positive and that was 40 million and this is 12 maybe 15 right >> so um I just wanted to have that information. >> Should >> I'm not I don't have any any >> issues with the quality of steeple's work. Um steeple is a fine firm. We had conversations
026with them initially when we were going to hire um municipal adviserss and and underwriters previously for other issuances that we've had. So it's not like I'm not unfamiliar with them. Um I'm asking in this late stage of this game in this issuance and RBC is ready to move forward. Why are why are we making a change? What is precipitating moving from a firm who's already been in has has has done all the work. They are ready to move forward. >> The well was tainted, >> but that's not that's not their well. >> So the the question's been answered three or four times already. >> You're asking me to like try and have I would like to have a conversation about where you are getting the connection between RBC and Sena and Associates. Sena resigned, but
027RBC did not. appreciate you wanting to know that, but but the question's been answered. >> You have not answered that. >> So, do you have anything else you would like to add? >> Because I don't want to argue about the topic. >> So, we're just not going to get an answer and we're just going to move on regardless. Is that what basically what you're saying? >> Okay. Do you have any other questions? >> No, I asked a question. >> Okay. So, can you take the role? >> But you're not going to answer. >> Steve, can you take the role, please? >> Yes, sir. So, we are This is item A. >> Item A and the consent agenda having been pulled out, >> right? >> Okay. So, just bear with me because I only have one
028list of names, so I'm going to have to keep rotating it. Not a problem. But just >> let me keep myself organized. >> Appreciate it. Mr. Fishell, >> hi. >> Mr. Keaney, >> hi. >> Miss Mrs. Graassy. Nay. >> Miss Brewster. >> I >> motion carries 31. >> Okay. And >> you wanted to pull out be individually also, Miss Grassy. >> Sure. >> Okay. The resolution to remove section 16 of the certificates of participation resolution passed by the board of education at its meeting on November 20th, 25. Can I get a second? >> Second. >> Thank you. Discussion. So again, item 16 is where it names RBC capital markets to be selected as the underwriter for the certificates and or installment payment obligations. And I get it that item 16 also says the municipal advisory
029services for the board shall be provided by Satsena and Associates who resigned from um in their capacity as municipal adviser to this transaction. I understand that, but I feel like removing RBC capital markets is still not the appropriate course of action for this district. >> And any other discussion? >> Can you take the role, please? >> Mrs. Graci, >> nay. >> Miss Brewster, >> I Mr. Keaney >> I. >> Mr. Fishell >> I. >> Motion carries 31. >> And then we have item C. Resend the certificates of participation resolution. The resolution reads resolution to resend the certificates of participation resolution passed by the board of education on October 16, 2025. Can I get a second? >> Second. Thank you. Discussion hearing. None. Can you take the role? >> Yes, sir. >> This is >> one
030question. This is completely just eliminating or rescending that one because it doesn't it's not applicable anymore. Correct. >> Correct. >> Thank you, >> Miss Keany. Mark, excuse me, Mr. Keany. Hi. Mr. Fishell. >> Hi, >> Mrs. Graci. >> Hi. >> And Mrs. Miss Brewster. >> I >> Motion carries 40. Okay. Executive session. The Riverside Local School District Board of Education hereby recesses into consecutive executive sessions for the purposes of considering the employment dismissal, disciplined, demotion, and compensation of a public employee official and conferencing with an attorney for the public body concerning disputes involving the public body that are subject of imminent court action pursuant to RC121.22G1. 22G 1 and three. Upon conclusion of these executive sessions, the board president shall gavl the board back into open session at this location. And all matters discussed in
031these executive sessions are designated to the public officials and employees as confidential pursuant pursuant to RC 10203B because of the status of the proceedings and/or the circumstances under which the information will be received and preserving its confidentiality as necessary to the proper conduct of government business. Uh can you call the role and the the time going into executive session is >> 607 Is that a Timex watch you have? >> Okay. So 607 in into uh executive session. Can I get a second? >> Second. >> Thank you. Can you take the role? Yes. >> Mr. Fishell. >> Hi. >> Mr. Keaney. >> Hi. [clears throat] >> Miss Brewster. >> Hi. >> Mrs. Graci >> I >> motion carries 40. >> Okay. Thank you. >> Session. >> So resolution predisipline. >> Don't we do we come back
032from >> I already called us back into regular session. >> I'm sorry. >> Okay. And there and there's no resolution necessary for that. >> Okay. Got it. >> Okay. There's a resolution predisipline pre-termination meeting conference demand notice resolution. The Riverside Local School District Board of Education hereby approves the pre-discipline pre-termination meeting conference demand a copy of which is attached hereto and incorporated herein. The board further directs the treasurer to serve this to serve the pre discipline pre-termination meeting conference demand upon Dr. Christopher J. Ratino by electronic delivery with electronic proof of delivery on this date. Um, I make that resolution. Can I get a second? >> I'll second. >> Any discussion? >> Can you take the role, please? >> Miss Brewster. >> I >> Mr. Fishell. >> I >> Mrs. Grassy. >> Nay. >> Mr.
033Keany. >> I. >> Motion carries. 31. >> Shameful. This is >> We're gonna have to ask you to leave if you want to keep talking. >> Okay. So, we have uh next meeting announcement um special board of education meeting December 4th at 5:30 p.m. Policy committee meeting December 5th at 7:30 a.m. Finance and Personnel Committee meeting December 11th at 8:00 a.m. Buildings and Grounds Committee meeting December 16th at 7:30 a.m. Board of Education meeting December 18th at 6:00 p.m. And I'd like to add one more meeting u if it could be noted a special meeting on December 9th and I can give the details on that but if you want to note that and then I could follow up with details. And then uh closing items uh motion to adjourn at you have a time.
034>> Second. >> Yeah. At 7:16 p.m. Uh can I get a second? >> Second. >> So you're not being asked Nobody's being asked about November 9th. Is there Okay. So, there was a motion to adjourn at 7:16, a second by Miss Brewster. Can you take the role? >> Mr. Keaney, >> I >> Miss Brewster. >> I >> Mrs. Grassy. >> I >> Mr. Fishell. >> Hi. >> 40. Stand. >> Okay. We stand a journ. Have a wonderful Thanksgiving everybody. She is.