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THE SCHOOL DISTRICT OF PHILADELPHIA
NOTICE OF REGULAR MEETING OF THE
BOARD OF EDUCATION
NOTICE OF INCURRING OF LEASE RENTAL DEBT
AND
SUMMARY OF ADOPTED DEBT RESOLUTION

NOTICE IS HEREBY GIVEN that at a regular meeting of the Board of Education (the "Board") of the School District of Philadelphia ("School District") that was held on Thursday, October 17, 2019, at 5:00 p.m., Philadelphia time, in the Auditorium of the School District Education Center located at 440 North Broad Street, Philadelphia, Pennsylvania, the Board adopted a resolution ("Resolution") entitled:

ACTION ITEM NO. 4
RESOLUTION OF THE BOARD OF EDUCATION OF THE
SCHOOL DISTRICT OF PHILADELPHIA

AUTHORIZING AND DIRECTING THE INCURRENCE OF LEASE RENTAL DEBT THROUGH THE EXECUTION OF A FIFTH SUPPLEMENTAL LEASE AND A FIFTH SUPPLEMENTAL SUBLEASE TO SECURE THE ISSUANCE BY THE STATE PUBLIC SCHOOL BUILDING AUTHORITY ("AUTHORITY") OF TWO SERIES OF SCHOOL LEASE REVENUE REFUNDING BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $188,290,000 CONSISTING OF $167,535,000 SCHOOL LEASE REVENUE REFUNDING BONDS (THE SCHOOL DISTRICT OF PHILADELPHIA PROJECT), SERIES A OF 2019 (FEDERALLY TAXABLE) ("SERIES A BONDS") AND $20,755,000 SCHOOL LEASE REVENUE REFUNDING BONDS (THE SCHOOL DISTRICT OF PHILADELPHIA PROJECT), SERIES B OF 2019 (FEDERALLY TAXABLE - AGM INSURED) ("SERIES B BONDS", AND TOGETHER WITH THE SERIES A BONDS, THE "2019 BONDS") FOR THE PURPOSE OF PROVIDING FUNDS TO FINANCE THE REFUNDING PROJECT (HEREIN DEFINED); APPROVING THE REFUNDING PROJECT; REQUESTING THE AUTHORITY TO UNDERTAKE THE REFUNDING PROJECT AND TO ENTER INTO A BOND PURCHASE AGREEMENT; APPROVING AND DIRECTING THE EXECUTION AND DELIVERY OF SUCH BOND PURCHASE AGREEMENT; 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; APPROVING THE FIFTH SUPPLEMENTAL LEASE AND THE FIFTH SUPPLEMENTAL SUBLEASE AND THE PAYMENT OF BASE RENTAL PAYMENTS AND ADDITIONAL RENTAL PAYMENTS UNDER THE SAME; APPROVING AND DIRECTING THE EXECUTION AND DELIVERY OF A FIFTH AMENDMENT TO INTERCEPT AGREEMENT TO SUPPORT THE PAYMENT OF BASE RENTAL PAYMENTS UNDER THE SUBLEASE; COVENANTING THAT THE SCHOOL DISTRICT SHALL INCLUDE THE AMOUNT OF ANNUAL BASE RENTAL PAYMENTS IN ITS BUDGET FOR EACH FISCAL YEAR AND APPROPRIATE AND PAY SUCH RENTAL PAYMENTS IN EACH SUCH FISCAL YEAR; COVENANTING TO TIMELY FILE THE OFFICIAL STATEMENT RELATING TO THE 2019 BONDS WITH THE PENNSYLVANIA DEPARTMENT OF EDUCATION PURSUANT TO THE FISCAL CODE; REQUESTING THE AUTHORITY TO ENTER INTO A FIFTH SUPPLEMENTAL INDENTURE WITH RESPECT TO THE 2019 BONDS; APPROVING THE AWARD OF SUCH 2019 BONDS BY THE AUTHORITY AT A PRIVATE SALE; 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; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN OFFICIAL STATEMENT AND THE DISTRIBUTION THEREOF AND RATIFYING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT; APPROVING THE PURCHASE OF MUNICIPAL BOND INSURANCE FOR A PORTION OF THE 2019 BONDS; AUTHORIZING THE INVESTMENT OF FUNDS BY THE TRUSTEE; AUTHORIZING THE PROPER OFFICERS OF THE SCHOOL DISTRICT TO DO ALL THINGS NECESSARY OR APPROPRIATE TO CARRY OUT THE REFUNDING PROJECT AND THE ISSUANCE OF THE 2019 BONDS; APPROVING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; APPROVING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; AFFIRMING PRIOR ACTIONS OF THE SCHOOL DISTRICT; RESCINDING ALL INCONSISTENT RESOLUTIONS; AND MAKING CERTAIN OTHER DETERMINATIONS AND APPROVALS.
The contents of the Resolution are summarized as follows:
1. Section 1 authorizes the incurring of "lease rental debt" of the School District pursuant to the Pennsylvania Local Government Unit Debt Act, as amended ("Act"), in the principal amounts, maturities and rates of interest set forth therein, to be evidenced by the execution and delivery of the Fifth Supplemental Sublease Agreement ("Fifth Supplemental Sublease"), in connection with the issuance by the State Public School Building Authority ("Authority") of its School Lease Revenue Refunding Bonds (The School District of Philadelphia Project), Series A of 2019 (Federally Taxable) (the "Series A Bonds") and its School Lease Revenue Refunding Bonds (The School District of Philadelphia Project), Series B of 2019 (Federally Taxable - AGM Insured) (the "Series B Bonds", and together with the Series A Bonds, the "2019 Bonds"), states the aggregate principal amount of the 2019 Bonds, and the purposes for which the 2019 Bonds are to be issued.
2. Section 2 approves the refunding of certain of the Authority's outstanding School Lease Revenue Bonds (The School District of Philadelphia Project), Series 2012 issued for the benefit of the School District, and the payment of the costs and expenses of issuing the 2019 Bonds (the "Refunding Project").
3. Section 3 requests the Authority to undertake the Refunding Project, to issue and sell the 2019 Bonds and to enter into the Bond Purchase Agreement for the 2019 Bonds (the "Purchase Contract").
4. Section 4 authorizes and directs the Chief Financial Officer or Deputy Chief Financial Officer of the School District to prepare and verify a debt statement and to append thereto a borrowing base certificate as required by Section 8110 of the Act.
5. Section 5 authorizes the execution and delivery and approves the forms of the Fifth Supplemental Lease Agreement and the Fifth Supplemental Sublease. Section 5 also specifically approves the School District rental payments to the Authority under the Fifth Supplemental Sublease.
6. Section 6 sets forth the covenant of the School District with the Authority and the holders from time to time of the 2019 Bonds concerning budgeting, appropriating and paying all base rental payments due under the Sublease (as defined in the Resolution), pledges the School District's full faith, credit and taxing power within the limits prescribed by law to such payments and provides that such covenant shall be specifically enforceable.
7. Section 7 authorizes the execution and delivery and approves the form of the Fifth Amendment to Intercept Agreement.
8. Section 8 requests that the Authority enter into and approve the form of the Fifth Supplemental Indenture with the Trustee.
9. Section 9 authorizes a private sale by negotiation of the 2019 Bonds and requests the Authority award the 2019 Bonds at such private sale to the representative of the underwriters, pursuant to the Purchase Contract, sets forth the purchase price for the 2019 Bonds and provides for the good faith deposit.
10. Section 10 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 proceedings taken in connection with the increase of debt authorized by the Resolution and to pay necessary filing fees in connection therewith.
11. Section 11 approves the form of the Official Statement of the Authority relating to the 2019 Bonds, authorizes the execution and distribution thereof and ratifies the distribution of the Preliminary Official Statement.
12. Section 12 authorizes and directs the purchase of a policy of municipal bond insurance with respect to the Series B Bonds.
13. Section 13 authorizes and directs the Trustee to invest all funds held under the Indenture as directed by the School District.
14. Section 14 authorizes other appropriate actions by the proper officers of the School District.
15. Section 15 authorizes the Chief Financial Officer or 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 2019 Bonds, and approves the form of the Continuing Disclosure Agreement.
16. Section 16 authorizes the President or any Member of the Board of Education or the Chief Financial Officer of the School District to execute and deliver an Escrow Deposit Agreement relating to the Refunding Project, if necessary, and approves the form of the Escrow Deposit Agreement. Section 16 also requests the Authority to appoint the Escrow Agent, directs the Authority to call for redemption the Refunded Bonds and to provide the appropriate notices thereof.
17. Section 17 sets forth the covenant of the School District with respect to the Section 1703-E.4 of the Fiscal Code related to the provision of certain information to the Pennsylvania Department of Education.
18. Section 18 ratifies, confirms and adopts all actions previously taken by or on behalf of the School District by authorized personnel or advisors.
19. Section 19 rescinds inconsistent resolutions.
20. Section 20 recites that the headings and preambles are not part of the Resolution and that in case any one or more provisions of the Resolution is held to be invalid, illegal or unenforceable in any respect, the other provisions of the Resolution shall not be affected, and the Resolutions shall be construed and enforced as if such provision had never been contained therein. Section 20 also states that no personal recourse shall be had for any claim based on the Resolution, the 2019 Bonds or other documents previously executed or executed in connection with the 2019 Bonds against members, officers or employees of the Board of Education or the School District.
21. Section 21 states that the Resolution shall be effective on the fifth day following advertisement of final adoption thereof.
NOTICE IS ALSO GIVEN that the Resolution was amended during the final adoption to reflect the principal amount of lease rental indebtedness to be incurred by the School District in the amount of $188,290,000. Language was added to the Resolution reflecting that the 2019 Bonds were sold in two series, the Series A Bonds and the Series B Bonds.
Pursuant to Section 8107 of the Act, certain of the items referred to in Sections 1 and 9, described above, were completed on adoption of the Resolution from the Purchase Contract referred to in Section 9.
The aggregate principal amount of the 2019 Bonds is $188,290,000. The purchase price paid by the underwriters for the 2019 Bonds is $187,594,489.55 (comprised of the aggregate principal amount of the 2019 Bonds less an underwriters' discount of $695,510.45). Information regarding bond insurance was added throughout the Resolution and covenants regarding federal income tax laws relating to the 2019 Bonds were removed throughout the Resolution; Exhibit A to the Resolution was completed to set forth the Refunded Bonds; Exhibit B to the Resolution was completed to set forth the Form of the Fifth Supplemental Trust Indenture; Exhibit C to the Resolution was completed to set forth the debt service schedule for the 2019 Bonds; Exhibit D to the Resolution was completed to set forth the Form of the Purchase Contract; Exhibit E was completed to set forth the Form of the Fifth Supplemental Lease; Exhibit F to the Resolution was completed to set forth the Form of the Fifth Supplemental Sublease; Exhibit G to the Resolution was completed to set forth the lease rental payments to be made by the School District under the Fifth Supplemental Sublease; Exhibit H to the Resolution was completed to set forth the Form of the Fifth Amendment to Intercept Agreement; Exhibit I was completed to set forth the Continuing Disclosure Agreement; and Exhibit J was completed to set forth the Form of the Escrow Deposit Agreement.
Notice is further given that the maximum annual payments to be made by the School District under the Fifth Supplemental Sublease range from a low of $3,759,992.29 to a high of $10,699,684.40.
The full text of the Resolution as adopted 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.

THE SCHOOL DISTRICT OF PHILADELPHIA
BY: BOARD OF EDUCATION




Ref# 0003408135-01
PostedOctober 20, 2019