THE SCHOOL DISTRICT OF PHILADELPHIA
NOTICE OF SPECIAL MEETING OF THE SCHOOL REFORM COMMISSION
NOTICE OF INCURRING OF NON-ELECTORAL DEBT AND
SUMMARY OF PROPOSED DEBT RESOLUTION
NOTICE IS HEREBY GIVEN that at a special meeting of the School Reform Commission of the School District of Philadelphia ("School District") to be duly called and held on Thursday, March 26, 2015 at 11:00 a.m., Philadelphia time, in the Auditorium of the School District Education Center located at 440 North Broad Street, Philadelphia, Pennsylvania or at a meeting to be duly called and held on a date which is not more than thirty (30) days nor less than three (3) days from the date of publication of this Notice, the School Reform Commission will consider and act upon a resolution authorizing the issuance of the School District's General Obligation Bonds, Series A of 2015, General Obligation Refunding Bonds, Series B of 2015, General Obligation Refunding Bonds, Series C of 2015 (Federally Taxable), and General Obligation Refunding Bonds, Series D of 2015, accepting proposals from underwriters for the purchase of such Bonds and taking other action in connection with the incurring of such debt ("Resolution") entitled:
RESOLUTION NO. SRC-1
OF THE SCHOOL REFORM COMMISSION OF THE SCHOOL DISTRICT OF PHILADELPHIA
AUTHORIZING AND DIRECTING THE INCURRENCE OF NON-ELECTORAL DEBT THROUGH THE ISSUANCE OF FOUR SERIES OF GENERAL OBLIGATION BONDS OF THE SCHOOL DISTRICT OF PHILADELPHIA ("SCHOOL DISTRICT") IN THE AGGREGATE PRINCIPAL AMOUNT OF TWO HUNDRED THIRTY SIX MILLION ONE HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($236,155,000), CONSISTING OF $46,980,000 GENERAL OBLIGATION BONDS, SERIES A OF 2015 ("SERIES A BONDS"), $13,500,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES B OF 2015 ("SERIES B BONDS"), $45,120,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES C OF 2015 (FEDERALLY TAXABLE) ("SERIES C BONDS") AND $130,555,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES D OF 2015 ("SERIES D BONDS", AND TOGETHER WITH THE SERIES A BONDS, THE SERIES B BONDS AND THE SERIES C BONDS, THE "BONDS") FOR THE PURPOSES OF (I) MAKING CERTAIN CAPITAL IMPROVEMENTS IN AND FOR THE SCHOOL DISTRICT ("CAPITAL PROJECT") AS SPECIFIED HEREIN; (II) REFUNDING CERTAIN OF THE OUTSTANDING SERIES OR MATURITIES OF THE SCHOOL DISTRICT'S GENERAL OBLIGATION BONDS ("REFUNDED BONDS"); AND (III) PAYING THE COSTS OF ISSUING THE BONDS; STATING THE REALISTIC ESTIMATED USEFUL LIVES OF THE CAPITAL IMPROVEMENTS FOR WHICH THE REFUNDED BONDS WERE ISSUED AND FOR WHICH THE SERIES A BONDS ARE TO BE ISSUED; DIRECTING THE CHIEF FINANCIAL OFFICER OR DEPUTY CHIEF FINANCIAL OFFICER OF THE SCHOOL DISTRICT TO PREPARE AND VERIFY THE REQUIRED DEBT STATEMENT AND APPEND THERETO A BORROWING BASE CERTIFICATE; COVENANTING THAT THE SCHOOL DISTRICT SHALL INCLUDE THE AMOUNT OF ANNUAL DEBT SERVICE IN ITS BUDGET FOR EACH FISCAL YEAR AND APPROPRIATE AND PAY SUCH DEBT SERVICE IN EACH SUCH FISCAL YEAR; CREATING CERTAIN SINKING FUNDS, AND PLEDGES AND APPROPRIATIONS OF ANNUAL DEBT SERVICE; AUTHORIZING THE PROPER OFFICERS OF THE SCHOOL DISTRICT TO CONTRACT WITH BANKS OR BANK AND TRUST COMPANIES FOR SERVICES AS SINKING FUND DEPOSITORY, TRANSFER AGENT, REGISTRAR, PAYING AGENT AND ESCROW AGENT; COVENANTING THAT A PORTION OF RECEIPTS COLLECTED BY THE DEPARTMENT OF REVENUE OF THE CITY OF PHILADELPHIA ON BEHALF OF THE SCHOOL DISTRICT SHALL BE DEPOSITED ON EACH BUSINESS DAY IN THE SINKING FUNDS FOR THE BONDS; PROVIDING FOR THE DATE OF THE BONDS, INTEREST PAYMENT DATES AND DENOMINATIONS AND PROVISIONS FOR REDEMPTION; COVENANTING AS TO PAYMENT OF PRINCIPAL, REDEMPTION PRICE, IF ANY, AND INTEREST; PROVIDING FOR FACSIMILE SIGNATURES AND SEAL AND AUTHENTICATION; PROVIDING FOR THE NUMBERS, THE STATED MATURITIES, THE PRINCIPAL MATURITY AMOUNTS, AND FIXING THE RATES OF INTEREST ON SUCH BONDS; AWARDING SUCH BONDS AT PRIVATE SALE AND AUTHORIZING THE EXECUTION OF BOND PURCHASE AGREEMENTS RELATING TO THE BONDS; AUTHORIZING AND DIRECTING THE CHIEF FINANCIAL OFFICER OR DEPUTY CHIEF FINANCIAL OFFICER OF THE SCHOOL DISTRICT TO CERTIFY AND TO FILE WITH THE DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT CERTIFIED COPIES OF THE NECESSARY PROCEEDINGS; MAKING CERTAIN ELECTIONS AND COVENANTS WITH RESPECT TO THE SERIES A BONDS, SERIES B BONDS AND SERIES D BONDS PURSUANT TO FEDERAL TAX LAW PROVISIONS; AUTHORIZING THE IRREVOCABLE DEPOSIT WITH A BANK OR BANK AND TRUST COMPANY OR TRUST COMPANY OF MONEYS IN AMOUNTS SUFFICIENT, TOGETHER WITH INCOME EARNED THEREON, TO PAY THE DEBT SERVICE AND REDEMPTION PREMIUM, IF ANY, ON THE REFUNDED BONDS WHEN DUE AND UPON REDEMPTION THEREOF, AND TO TAKE ALL OTHER NECESSARY ACTION WITH RESPECT TO SUCH REFUNDING; APPROVING THE OFFICIAL STATEMENTS AND THE DISTRIBUTION THEREOF AND RATIFYING THE DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENTS; MAKING VARIOUS OTHER APPROVALS AND DETERMINATIONS; AUTHORIZING THE PROPER OFFICERS OF THE SCHOOL DISTRICT AND THE SCHOOL REFORM COMMISSION TO DO ALL THINGS NECESSARY OR APPROPRIATE TO CARRY OUT THE RESOLUTION; AND RESCINDING ALL INCONSISTENT RESOLUTIONS.
The contents of the Resolution are summarized as follows:
1. Section 1 authorizes the incurring of "non-electoral debt" of the School District pursuant to the Pennsylvania Local Government Unit Debt Act ("Act") through the issuance of its General Obligation Bonds, Series A of 2015, General Obligation Refunding Bonds, Series B of 2015, General Obligation Refunding Bonds, Series C of 2015 (Federally Taxable), and General Obligation Refunding Bonds, Series D of 2015 (collectively, "Bonds"), and states the aggregate principal amount of the Bonds and states the purposes for which the Bonds are to be issued.
2. Section 2 recites the realistic estimated average useful lives of projects for which the Series A Bonds are to be issued and states that the Refunding Bonds comply with Section 8243 of the Act.
3. Section 3 authorizes and directs the Chief Financial Officer or Deputy Chief Financial Officer of the School District to prepare and verify a debt statement as required by Section 8110 of the Act and to append thereto a borrowing base certificate, as required by the Act.
4. Section 4 sets forth the covenants of the School District with the owners from time to time of the Bonds concerning budgeting, appropriating and paying moneys for the Bonds, pledges the School District's full faith, credit and taxing power and provides that such covenant shall be specifically enforceable.
5. Section 5 sets forth the covenant of the School District requiring certain irrevocable daily deposits for the payment of the Bonds and certain other outstanding general obligation bonds of the School District.
6. Section 6 specifies the forms, denominations, delivery, and interest payment dates of each series of the Bonds, and provides for the original issuance of the Bonds in book-entry form through the registration of the Bonds in the name of the Depository Trust Company, New York, New York ("DTC"), or its nominee.
7. Section 7 provides for the payment of principal or redemption price of and interest on the Bonds.
8. Section 8 provides for the registration, exchange and transfer of the Bonds.
9. Section 9 provides for the execution and authentication of the Bonds.
10. Section 10 provides for the issuance of replacement bonds in the event of termination of the "book-entry only" system of registration.
11. Section 11 sets forth the provisions for redemption of each series of the Bonds.
12. Section 12 approves the forms of the Bonds.
13. Section 13 provides for the issuance of temporary bonds.
14. Section 14 sets forth the interest rates, maturity dates and maturing principal amounts of each series of the Bonds.
15. Section 15 authorizes a private sale of the Bonds and awards each Series of the Bonds at such private sale to certain underwriters, pursuant to their respective purchase proposals, sets forth the bid price for each series of the Bonds, authorizes the execution of said purchase proposals and provides for good faith deposits for each series of the Bonds.
16. Section 16 authorizes the establishment of a sinking fund for each series of the Bonds and appropriates specified annual amounts for debt service payments to the appropriate sinking fund.
17. Section 17 authorizes permitted investments for amounts held in the sinking fund.
18. Section 18 authorizes and directs the Chief Financial Officer or Deputy Chief Financial Officer of the School District to contract with a fiscal agent to act as sinking fund depository, registrar, transfer and paying agent for services to be rendered with respect to the Bonds.
19. Section 19 authorizes the Chief Financial Officer or Deputy Chief Financial Officer of the School District to certify to and file with the Department of Community and Economic Development a complete copy of the debt proceedings taken in connection with the authorization of the Commission and to pay filing fees necessary in connection therewith.
20. Section 20 sets forth the covenants of the School District with respect to federal tax laws relating to the Series A Bonds, Series B Bonds and Series D Bonds.
21. Section 21 authorizes and directs proper officers of the School District to contract with an escrow agent regarding the Refunding Project and to take all action necessary in connection with the Refunding Project, including execution and delivery of one or more Escrow Agreements, and approves the form of the Escrow Agreements.
22. Section 22 approves an Official Statement relating to the Series A Bonds, the Series B Bonds and the Series C Bonds and a separate Official Statement relating to the Series D Bonds, authorizes the distribution thereof and ratifies distribution of a Preliminary Official Statement, with respect to the Series A Bonds, Series B Bonds and Series C Bonds, and a Preliminary Official Statement with respect to the Series D Bonds.
23. Section 23 sets forth matters relating to actions by fiduciaries under the Resolution and provides for the compensation, indemnification, resignation, removal and replacement of fiduciaries.
24. Section 24 authorizes other appropriate further actions.
25. Section 25 permits the School District, under certain circumstances, to use Series A Bond proceeds for other capital projects not authorized in Section 1.
26. Section 26 authorizes the fiscal agent to give notice to Standard and Poor's Rating Services, a division of The McGraw-Hill Companies, Moody's Investors Service, Fitch Ratings, Inc. of any amendments to the Resolution.
27. Section 27 authorizes the Chief Financial Officer or the Deputy Chief Financial Officer of the School District to execute and deliver a Continuing Disclosure Agreement for the benefit of the holders from time to time of the Bonds, and approves the form of the Continuing Disclosure Agreement.
28. Section 28 recites that the Act and Resolution constitute a contract with the holders of the Bonds and sets forth the terms and conditions under which the Resolution may be modified.
29. Section 29 appoints Eckert Seamans Cherin & Mellott, LLC, as Bond Counsel, and Phoenix Capital Partners LLP, as financial advisor, with respect to the Bonds and also authorizes the Chief Financial Officer of the School District to engage other agents and professionals as necessary.
30. Section 30 recites notice requirements to be given to the Securities Depository with respect to consents or other action to be taken by Bondholders.
31. Section 31 recites that the headings and preambles are not part of the Resolution.
32. Section 32 recites that the provisions of the Resolution are severable.
33. Section 33 states that no personal recourse shall be had for any claim based on the Resolution, the Bonds or other documents previously executed or executed in connection with the Bonds against members, officers or employees of the Commission or the School District.
34. Section 34 rescinds inconsistent resolutions.
35. Section 35 states that the Resolution shall be effective on the fifth day following advertisement of final adoption thereof.
Pursuant to Section 8107 of the Act, certain of the items referred to in Sections 1, 11, 14, 15, and 16, described above, will be completed on adoption of the Resolution from the purchase proposals referred to in Section 15. Certain other amendments may also be made during final adoption of the Resolution, as shall be determined by the Commission.
The Resolution may be amended prior to adoption by the Commission as it deems appropriate. If the Resolution is adopted, a notice of adoption, including a summary of the omitted details, the principal amount of the Bonds authorized and a summary of any other amendments made to the Resolution prior to final adoption will be advertised after adoption in accordance with the Act.
The full text of the Resolution as proposed may be examined by any citizen in the Office of Parent, Community and Family Engagement of the School District, 440 North Broad Street, Suite 114, Philadelphia, Pennsylvania 19130, on any business day (except Saturday and Sunday) from 8:30 a.m. to 4:30 p.m., Philadelphia time.
Persons wishing to address the Commission at the Special Meeting must register by calling the School District Office of Parent, Community and Family Engagement at (215) 400-4180 no later than by 4:30 p.m. on the business day immediately preceding the day of such meeting.
THE SCHOOL DISTRICT OF PHILADELPHIA
BY: SCHOOL REFORM COMMISSION
Ref# 0003205404-01
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