A Special Meeting of the Board of School Directors of the Williamsport Area School District of which all members were duly notified and of which due public notice was given as required by Act 84 of 1986, was held on Monday evening, January 5, 2004, beginning at 7:06 p.m. in the Board of Directors’ Room, District Service Center, 201 West Third Street, Williamsport, Pennsylvania.
The President, David B. Stone, Jr., called the meeting to order with the following members:
PRESENT: Karen V. Harris, David A. Huffman, Susan A. Mahaffey, Pamela J. Markle,
Jay B. Shultz, David B. Stone, Jr., Dale L. Vollman, Lois T. Williams,
Thomas A. Zimmerman.
ABSENT: James E. Temple.
BOND REFINANCE PRESENTATION – Gregg McLanahan, Public Financial Management
and Robert Jones, Esq., Saul, Ewing. Mr. McLanahan and Mr. Jones reviewed the results and
legal requirements of the bond sale held at 11:45 a.m. today. The net savings in local effort is
$271,318.08.
Motion made by Mrs. Markle, seconded by Mrs. Harris, to authorize the following resolution regarding Series A of 1998 Bond Issue:
WILLIAMSPORT AREA SCHOOL DISTRICT
Lycoming County, Pennsylvania
RESOLUTION
AUTHORIZING THE INCURRENCE OF NONELECTORAL DEBT OF THE WILLIAMSPORT AREA SCHOOL
DISTRICT BY THE ISSUANCE OF $8,595,000 AGGREGATE PRINCIPAL AMOUNT GENERAL
OBLIGATION BONDS, SERIES OF 2004, TO CURRENTLY REFUND ALL OF THE SCHOOL
DISTRICT’S OUTSTANDING GENERAL OBLIGATION BONDS, SERIES A OF 1998 AND TO
PAY THE COSTS OF ISSUING THE BONDS; AUTHORIZING THE PREPARATION OF A DEBT
STATEMENT AND OTHER DOCUMENTATION; COVENANTING TO CREATE A SINKING FUND AND TO
BUDGET, APPROPRIATE AND PAY DEBT SERVICE ON THE BONDS; PLEDGING THE FULL FAITH,
CREDIT AND TAXING POWER OF THE SCHOOL DISTRICT FOR THE PROMPT AND FULL PAYMENT
OF THE BONDS; SETTING FORTH THE SUBSTANTIAL FORM OF THE BONDS; SETTING FORTH
THE STATED PRINCIPAL MATURITY DATES AND AMOUNTS, INTEREST RATES AND INTEREST
PAYMENT DATES, PLACE OF PAYMENT AND OTHER DETAILS OF THE BONDS; AUTHORIZING
THE EXECUTION OF A SIXTH SUPPLEMENT TO CONTINUING DISCLOSURE
Motion made by Mrs. Markle, seconded by Mrs. Harris, to authorize the following
resolution
regarding Series A of 1998 Bond Issue cont’d:
AGREEMENT; FINDING THAT A COMPETITIVE PRIVATE INVITED SALE OF THE BONDS IS IN
THE BEST FINANCIAL INTEREST OF THE SCHOOL DISTRICT; ACCEPTING A
PROPOSAL OR PROPOSALS FOR THE PURCHASE OF THE BONDS; APPOINTING A PAYING AGENT
AND SINKING FUND DEPOSITORY; AND AUTHORIZING OTHER NECESSARY ACTION.
WHEREAS, the Williamsport Area School District (the “School District”
) has heretofore issued its General Obligation Bonds, Series A of 1998 (the
“1998A Bonds”); and
WHEREAS, the School District has determined to currently refund all of the
presently outstanding 1998A Bonds in order to achieve debt service savings (the
“Refunding Program”) and is granted the power by the Local
Government Unit Debt Act of the Commonwealth of Pennsylvania, 53 Pa. Cons.
Stat. § 8001 et seq
., as amended (the “Act”), to incur indebtedness and to issue bonds
for the purposes of refunding its outstanding indebtedness; and
WHEREAS, the School District proposes to issue $8,595,000 principal amount of
its General Obligation Bonds, Series of 2004 (the “Bonds”) for the
purpose of financing the Refunding Program and paying the expenses of issuing
the Bonds; and
WHEREAS,
the School District has retained Public Financial Management, Inc. as financial
advisor in connection with the issuance of the Bonds (the "Financial
Advisor") which has solicited competitive proposals via an electronic
auction process for the purchase of the Bonds and has presented a report on
such proposals to the School District; and
WHEREAS,
the School District now desires to authorize the issuance of the Bonds for the
purposes set forth above and to accept the proposal or proposals for the
purchase of the Bonds offering the lowest interest cost to the School District.
NOW, THEREFORE, BE IT RESOLVED by the Board of School Directors of the
Williamsport Area School District and IT IS HEREBY RESOLVED, as follows:
It is hereby determined and set forth that the purpose of the Refunding Program
is to reduce the debt service that would otherwise be payable on the 1998A
Bonds as shown on the schedule of debt service savings attached hereto as
Exhibit A and made a part hereof.
Motion made by Mrs. Markle, seconded by Mrs. Harris, to authorize the following
resolution
regarding Series A of 1998 Bond Issue cont’d:
The proceeds of the 1998A Bonds were used to: (1) finance the costs of various
capital projects; and (2) pay the costs of issuance of the 1998A Bonds. The
last maturity of the Bonds does not extend beyond the last maturity of the
1998A Bonds or the average useful life of the projects which were financed by
the 1998A Bonds and are being refinanced by the Bonds (not less than 30 years).
Motion made by Mrs. Markle, seconded by Mrs. Harris, to authorize the following
resolution
regarding Series A of 1998 Bond Issue cont’d:
(FORM OF FACE OF BOND)
UNITED STATES OF AMERICA
COMMONWEALTH OF PENNSYLVANIA
WILLIAMSPORT AREA SCHOOL DISTRICT
(Lycoming County, Pennsylvania)
GENERAL OBLIGATION BOND, SERIES OF 2004
No. R-
$______________
INTEREST RATE
MATURITY DATE DATED DATE CUSIP
August 15, _______ February 1, 2004
REGISTERED OWNER:
PRINCIPAL SUM: DOLLARS
Williamsport Area School District, Lycoming County, Pennsylvania (the “
School District”), for value received, hereby promises to pay to the
registered owner hereof on the maturity date set forth above the principal sum
set forth above, and to pay interest thereon from February 1, 2004 or the most
recent Interest Payment Date to which interest has been paid or duly provided
for, initially on August 15, 2004 and semiannually thereafter on February 15
and August 15 of each year (each, an “Interest Payment Date”), at the
annual rate specified above, calculated on the basis of a 360-day year of
twelve 30-day months until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest Payment Date to
which interest has been paid or duly provided for or, if no interest has been
paid, from February 1, 2004. The principal of this Bond is payable upon
presentation and surrender hereof at the corporate trust office of
Manufacturers and Traders Trust Company in Harrisburg, Pennsylvania (the “
Paying Agent”). Interest on this Bond will be paid on each Interest
Payment Date by check mailed to the person in whose name this Bond is
registered on the registration books of the School District maintained by the
Paying Agent, as bond registrar, at the address appearing thereon at the close
of business on the last day of the calendar month next preceding such Interest
Payment Date (the “Regular Record Date”). Any such interest not so
timely paid or duly provided for shall cease to be payable to the person who is
the registered owner hereof as of the Regular Record Date, and shall be
payable to the person who is the registered owner hereof at the close of
business on a Special Record Date for the payment of such defaulted interest.
Such Special Record Date shall be fixed by the Paying Agent
Motion made by Mrs. Markle, seconded by Mrs. Harris, to authorize the following
resolution
regarding Series A of 1998 Bond Issue cont’d:
whenever moneys become available for payment of the defaulted interest, and
notice of the Special Record Date and payment date for such interest shall be
given by first class mail to the registered owners of the Bonds not less than
fifteen (15) days prior to the Special Record Date. The principal of and
interest on this Bond are payable in lawful money of the United States of
America.
This Bond shall not be entitled to any benefit under the Resolution or be valid
or become obligatory for any purpose until this Bond shall have been
authenticated by the Paying Agent by execution of the certificate endorsed
hereon.
This Bond is one of a duly authorized issue of General Obligation Bonds, Series
of 2004, of the School District in the aggregate principal amount of
$8,595,000 (the “Bonds”), issued in fully registered book-entry form
in the denomination of $5,000 or any integral multiple thereof, all of like
date and tenor, except as to dates of maturity, rates of interest and
provisions for redemption, and all issued in accordance with the Local
Government Unit Debt Act of the Commonwealth of Pennsylvania, 53 Pa. Cons.
Stat. § 8001 et seq.
, as amended (the “Act”), and pursuant to a resolution of the Board
of School Directors of the School District duly adopted on January 5, 2004 (the
“Resolution”). The Bonds are issued for the purpose of currently
refunding all of the School District’s outstanding General Obligation
Bonds, Series A of 1998 and paying the costs of issuing the Bonds.
Under the laws of the Commonwealth of Pennsylvania, this Bond and the interest
thereon shall at all times be free from taxation within the Commonwealth of
Pennsylvania, but this exemption shall not extend to gift, estate, succession
or inheritance taxes or to any other taxes not levied or assessed directly on
this Bond or the interest thereon. Profits, gains or income derived from the
sale, exchange, or other disposition of this Bond are subject to state and
local taxation.
The Bonds maturing on or after August 15, 2009 are subject to redemption prior
to maturity at the option of the School District on February 15, 2009 or any
date thereafter, as a whole or from time to time in part, in such order of
maturity or portion of each maturity as may be designated by the School
District and within a maturity by lot, upon payment of a redemption price of
100% of the principal amount, together with accrued interest to the date fixed
for redemption.
For the purpose of selection of Bonds for redemption, any Bond of a
denomination greater than $5,000 shall be treated as representing such number
of separate Bonds, each of the denomination of $5,000, as is obtained by
dividing the actual principal amount of such Bond by $5,000. Any Bond which is
to be redeemed only in part shall be surrendered at the corporate trust office
of the Paying Agent in Harrisburg, Pennsylvania, together with a duly executed
instrument of transfer in form satisfactory to the Paying Agent, and the
registered owner of such Bond shall receive, without service charge, a new Bond
or Bonds of any authorized denomination as requested by such registered owner
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
Motion made by Mrs. Markle, seconded by Mrs. Harris, to authorize the following
resolution
regarding Series A of 1998 Bond Issue cont’d:
On the date designated for redemption and upon deposit with the Paying Agent of
funds sufficient for payment of the principal of and accrued interest on the
Bonds called for redemption, interest on the Bonds or portions thereof so
called for redemption shall cease to accrue and the Bonds or portions thereof
so called for redemption shall cease to be entitled to any benefit or security
under the Resolution, and registered owners of the Bonds so called for
redemption shall have no rights with respect to the Bonds or portions thereof
so called for redemption, except to receive payment of the principal of and
accrued interest on the Bonds so called for redemption to the date fixed for
redemption.
Notice of any redemption shall be given by first-class mail, postage prepaid,
mailed by the Paying Agent not less than 30 nor more than 45 days before the
redemption date to the registered owners of the Bonds at their addresses as
they appear on the Bond register maintained by the Paying Agent. Such notice
shall also be mailed to The Bond Buyer
, or if no longer published, to such substitute financial journal as shall be
acceptable to the Paying Agent. Such notice shall be given in the name of the
School District, shall identify the Bonds to be redeemed (and, in the case of a
partial redemption of any Bonds, the respective principal amounts thereof to
be redeemed), shall specify the redemption date and the redemption price, and
shall state that on the redemption date the Bonds called for redemption will be
payable at the designated corporate trust office of the Paying Agent and that
from the date of redemption interest will cease to accrue. The Paying Agent
shall use CUSIP numbers (if then generally in use) in notices of redemption as
a convenience to Bond owners, provided that any such notice shall state that no
representation is made as to the correctness of such numbers either as printed
on the Bonds or as contained in any notice of redemption and that reliance may
be placed only on the identification numbers prefixed R- printed on the Bonds.
Failure to mail any notice of redemption, or any defect therein, or in the
mailing thereof, with respect to any Bond shall not affect the validity of any
proceeding for the redemption of other Bonds so called for redemption.
With respect to any optional redemption of the Bonds, if at the time of mailing
such notice of redemption, the School District shall not have deposited with
the Paying Agent monies sufficient to redeem all the Bonds called for
redemption, such notice may state that it is conditional, that is, subject to
the deposit of the redemption monies with the Paying Agent not later than the
redemption date, and such notice shall be of no effect unless such monies are
so deposited.
The Bonds are transferable by the registered owners thereof, subject to payment
of any required tax, fee or other governmental charge, upon presentation and
surrender at the designated corporate trust office of the Paying Agent,
together with a duly executed instrument of transfer in form satisfactory to
the Paying Agent. The Paying Agent shall not be required: (i) to issue,
transfer or exchange any of the Bonds during a period beginning at the close of
business on the fifth (5th
) day next preceding the day of selection of Bonds to be redeemed and ending at
the close of business on the day on which such notice is given, or (ii) to
transfer or exchange any Bond selected for redemption in whole or in part.
Motion made by Mrs. Markle, seconded by Mrs. Harris, to authorize the following
resolution
regarding Series A of 1998 Bond Issue cont’d:
The School District and the Paying Agent may treat the person in whose name
this Bond is registered on the Bond register maintained by the Paying Agent as
the absolute owner of this Bond for all purposes and neither the School
District nor the Paying Agent shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or interest on
this Bond, or for any claim based hereon, against any member, officer or
employee, past, present or future, of the School District or of any successor
body, as such, either directly or through the School District or through any
such successor body, under any constitutional provision, statute or rule of
law, or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, and all such liability of such members, officers or
employees is released as a condition of and as consideration for the execution
and issuance of this Bond.
Whenever the due date for payment of interest on or principal of this Bond
shall be a Saturday, Sunday, a legal holiday or a day on which banking
institutions in the Commonwealth of Pennsylvania are authorized by law to close
(a “Holiday”), then the payment of such interest or principal need
not be made on such date, but may be made on the succeeding day which is not a
Holiday, with the same force and effect as if made on the due date for payment
of principal or interest.
It is hereby certified that the approval of the Department of Community and
Economic Development of the Commonwealth of Pennsylvania for the School
District to issue and deliver this Bond has been duly given pursuant to the Act
; that all acts, conditions and things required by the laws of the Commonwealth
of Pennsylvania to exist, to have happened or to have been performed,
precedent to or in the issuance of this Bond or in the creation of the debt of
which this Bond is evidence, exist, have happened and have been performed in
regular and due form and manner as required by law; that this Bond, together
with all other indebtedness of the School District, is within every debt and
other limit prescribed by the Constitution and the statutes of the Commonwealth
of Pennsylvania; that the School District has established a sinking fund for
the Bonds and shall deposit therein amounts sufficient to pay the principal of
and interest on the Bonds as the same shall become due and payable; and that
for the prompt and full payment of all obligations of this Bond, the full
faith, credit and taxing power of the School District are hereby irrevocably
pledged.
Motion made by Mrs. Markle, seconded by Mrs. Harris, to authorize the following
resolution
regarding Series A of 1998 Bond Issue cont’d:
IN WITNESS WHEREOF, the Williamsport Area School District, Lycoming County,
Pennsylvania has caused this Bond to be signed in its name and on its behalf by
the manual signature of the President of its Board of School Directors and an
impression of its corporate seal to be hereunto affixed, duly attested by the
manual signature of the School District Secretary.
WILLIAMSPORT AREA SCHOOL
DISTRICT
By:
President, Board of School
Directors
Attest:
School District Secretary
(SEAL)
IN WITNESS WHEREOF, the Williamsport Area School District, Lycoming County,
Pennsylvania has caused this Bond to be signed in its name and on its behalf by
the manual signature of the President of its Board of School Directors and an
impression of its corporate seal to be hereunto affixed, duly attested by the
manual signature of the School District Secretary.
WILLIAMSPORT AREA SCHOOL
DISTRICT
By:
President, Board of School
Directors
Attest:
School District Secretary
Authorization of Issuance of Bonds. The School District shall issue, pursuant to the Act and this Resolution, $8,595,000 aggregate principal amount General Obligation Bonds, Series of 2004 to provide funds for and toward the costs of the Refunding Program, including the expenses of issuing the Bonds, all as authorized in Section 1 hereof.
Type of Indebtedness. The indebtedness authorized by this Resolution is nonelectoral debt.
Execution of Debt Statement, Bonds and Other Documents. The President or Vice President of the Board of School Directors and the Secretary or Treasurer of the School District and their successors are hereby authorized and directed to file the Debt Statement required by Section 8110 of the Act, to execute and deliver the Bonds in the name and on behalf of the School District and to take all other action required by the Act or this Resolution in order to effect the issuance of the Bonds. Said officers or any of them are further authorized to apply to the Department of Community and Economic Development for approval of the debt herein authorized and to file with such application a transcript of the proceedings including a certified copy of this Resolution, the Debt Statement, a Borrowing Base Certificate signed by the appropriate officials of the School District or by the accountants of the School District responsible for auditing its financial affairs, and to take any and all such further action and to execute and deliver such other documents as may be necessary or proper to comply with all requirements of the Act or to carry out the intent and purpose of this Resolution.
Type of Bonds. The Bonds when issued will be general obligation bonds.
Covenant to Pay Debt Service - Pledge of Taxing Power. The School District hereby covenants with the registered owners of the Bonds: (a) that the School District will include in its budget for each fiscal year during the life of the Bonds, the amount of the debt service on the Bonds which will be payable in each such fiscal year (other than debt service, if any, that may be payable from the proceeds of the Bonds) so long as the Bonds shall remain outstanding; (b) that the School District shall appropriate from its general revenues such amounts to the payment of such debt service; and (c) that the School District shall duly and punctually pay or cause to be paid from the sinking fund hereinafter created the principal of the Bonds and the interest thereon on the dates and at the place and in the manner stated in the Bonds according to the true intent and meaning thereof. For such budgeting, appropriation and payment the School District hereby pledges its full faith, credit and taxing power. This covenant shall be specifically enforceable. The amounts to be budgeted, appropriated and paid pursuant to the foregoing covenants are those set forth in Exhibit B attached hereto and made a part hereof which are hereby incorporated in the foregoing covenant with the same effect as if the same were specified in the text of such covenant.
Form of Bonds. The Bonds shall be substantially in the following form with appropriate omissions, insertions and variations: