Thursday, January 24, 2019

The Kentucky Association of Counties Leasing Trust held a Board of Trustees' meeting, at 9:00 a.m. on Thursday, January 24, 2019 at 400 Englewood Drive in Frankfort, Kentucky.

The following Trustees were present: Chair Sue Carole Perry, Shelby Co. Clerk; Tommy Turner, LaRue Co. Judge/Executive; Amy Milliken, Warren Co. Attorney; Gary Moore, Boone Co. Judge/Executive; and Bill Bartleman, McCracken Co. Commissioner.

Others present were: Grant Satterly, Director of Financial Services; Brian Roy, Executive Director; Jim Henderson, Deputy Director; Sue Blakeman, Assistant Director; Lonnie Campbell, Assistant Director; Kelly Mittler, Finance Officer; B. J. White, Accounts Receivable Officer; Tim Sturgill, General Counsel; Rich Ornstein, Staff Attorney; R. J. Palmer, Compass Municipal Advisors, LLC; Elizabeth Younger, Board Counsel, Dinsmore & Shohl, LLP; Jesse Penn, Customer Support Specialist; and Sonya Chesser, Executive Secretary.

Chair Perry called the meeting to order at 9:05 a.m.

Chair Perry accepted nominations for a chair, vice-chair and secretary.

Judge Turner nominated Sue Carole Perry as chair.  Motion made by Tommy Turner, seconded by Gary Moore that nominations cease and Sue Carole Perry be re-elected chair by acclamation. Motion carried.

Judge Moore nominated Amy Milliken as vice-chair.  Motion made by Gary Moore, seconded by Tommy Turner, that nominations cease and Amy Milliken be elected as vice-chair.  Motion carried with Amy Milliken abstaining.

Judge Turner nominated Grant Satterly as secretary. Motion made by Tommy Turner, seconded by Gary Moore that nominations cease and re-elect Grant Satterly as secretary.  Motion carried.

Motion made by Amy Milliken, seconded by Gary Moore, to approve the minutes of the December 20, 2018 meeting as presented. Motion carried.

Ms. Blakeman presented and discussed the following operational reports: check detail and deposit detail for December 2018; transactions by account as of December 31, 2018; and FY 2017/18 PAF budget for period July 1, 2018 - December 31, 2018.

Motion made by Amy Milliken, seconded by Tommy Turner, to approve the operational reports as presented.  Motion carried.

Ms. Blakeman presented a revised list of invoices for December 2018, which included a correction to the amount of Dinsmore's fee as board counsel. The correct amount to be paid is $14,001.83 not $11,001.83. Therefore, the total amount of invoices to be paid for December was $37,452.83.

Motion made by Gary Moore, seconded by Tommy Turner, to accept the revised list of invoices for December totaling $37,452.83. Motion carried.

Ms. Blakeman presented a list of invoices to be paid for January 2019 totaling $299,287.21.

Motion made by Tommy Turner, seconded by Amy Milliken, to approve payments of the invoices totaling $299,287.21. Motion carried.

Mr. Satterly presented and discussed the financial statement as of December 31, 2018.

Mr. Ornstein presented and discussed the board counsel agreement between CoLT and Dinsmore & Shohl, LLP for a term to begin upon execution by both parties and terminating June 30, 2021.  This Agreement may be extended for up to two (2) additional three (3) year periods.

Motion made by Tommy Turner, seconded by Gary Moore, to approve the agreement as presented.

Mr. Roy observed that Dinsmore and Shohl's bill for December services included fees for preparing leased documents in addition to the monthly retainer, while under the proposed contract, the preparation of the lease documents would be included in the retainer.  Mr. Ornstein said that the firm's response to the RFP stated that they would be paid under the same term they have been paid prior to the RFP. He also said that Mr. Peterman had reviewed the agreement and not raised any concern over the compensation provisions.

Motion made by Gary Moore, seconded by Amy Milliken, to table the agreement until the next meeting to ensure that the agreement aligns with what is expected. Motion carried.

Mr. Satterly presented and discussed the investment report summary as of December 31, 2018 including the security position changes for the month of December and his personal view of the economic outlook for January 2019.

Motion made by Tommy Turner, seconded by Bill Bartleman, to approve the security position changes as presented.  Motion carried.

Mr. Satterly presented and discussed the lease activity report for FY 2018/19 including the leases closed in the internal loan program.

The next scheduled board meeting will be held February 28th at 9:00 a.m.

Mr. Roy asked for an update on Knott County Fiscal Court's loans given the county's financial situation.  Mr. Satterly said the county is current with its payments to CoLT for two loans in the bond pool program and the next payment is due in June.

Judge Moore asked if the Program had investment holdings with any of the opioid companies that are involved in the lawsuits filed by the counties.  Mr. Satterly said no funds are invested with those firms.

Motion made by Tommy Turner, seconded by Gary Moore, to adjourn the meeting at 9:54 a.m.  Motion carried.