CENTENNIAL BOARD OF SCHOOL DIRECTORS WORK … · 2010. 8. 18. · Minutes - Board Meeting – June...

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CENTENNIAL BOARD OF SCHOOL DIRECTORS

WORK SESSION/REGULAR MEETING June 22, 2010

7:00 PM Centennial Administration Building Board Room

CALL TO ORDER

A Work Session/Regular Meeting of the Centennial School Board was held on June 22, 2010, in the Administration Building. The meeting was called to order by Dr. Pollock at 7:00 PM. ROLL CALL

The following Board members were in attendance:

Kati Driban Michael Hartline Thomas Hezel Betty Huf Jane Schrader Lynch

Mark B. Miller Cyndi Mueller Dr. Andrew Pollock Thomas Reinboth

The following Administration members were in attendance at the meeting:

Dr. Donna Dunar Dr. Jennifer Foight-Cressman Susan Klyman Dr. Khalid Mumin

Bob Reed Dr. Thomas Turnbaugh Tim Vail

Additional meeting attendees are listed on the attached sheet.

PLEDGE OF ALLEGIANCE

Dr. Pollock led the group in the Pledge of Allegiance. ANNOUNCEMENTS

Dr. Pollock announced that the Board had met in executive session prior to this Board meeting to discuss some personnel, labor and legal issues. Dr. Pollock said that the MBIT students who normally coordinate the video production of Board meetings will not be available this evening because the MBIT school year had ended. Under the direction of Ms. Bridget Gil, CSD teacher librarian, and an MBIT student mentor, Log College students will be televising tonight’s meeting. He extended his gratitude to these students. Mr. Miller said the middle school students have an earlier curfew of 9:00 PM and urged expediency.



Mrs. Mueller announced that the Centennial Education Foundation Golf Classic would be held on June 29 at Five Ponds Golf Club beginning as 12:30 PM. It’s a great way to support the CEF and have a good time. It’s a shotgun start and ball scramble format. Mrs. Mueller said the WTHS Commencement Ceremony for the Class of 2010 was wonderful. The celebration is being rebroadcast periodically on the CSD cable station. She congratulated the graduating students and said this was an awesome class. Mrs. Lynch concurred. Mrs. Mueller inquired as to why the class began with approximately 500 students but graduated only 468. Dr. Turnbaugh said he would investigate and inform the Board via the Friday Update. Ms. Driban attended the Davis Elementary School Farewell Celebration for students on Thursday morning. She said it was a phenomenal event. The students participated in bidding farewell to staff members they were leaving behind. Staff, faculty and parents also participated. It was an incredible celebration of what Davis Elementary School has meant to our community over the years. Mrs. O’Leary ended the program by reading a letter from a former student who had attended Davis. Mrs. Lynch said Move-Up Day at McDonald Elementary School was well attended and filled with enthusiasm. Mr. Miller said he attended two Klinger end-of-year events. At the Klinger Graduation Breakfast, Kyle Gresh, Klinger student, was recognized for perfect attendance for all 3 years at Klinger. Mr. Miller also attended the Klinger Field Day and said the event was impressive. PRESENTATIONS Dr. Foight-Cressman introduced Mrs. Poroszok and Mr. Pacchioli, who then facilitated the recognition of the District and Mitch Shapiro with the Heart of Gold Award from the Louis T. Savino, III Foundation. Mr. Savino died from a hidden heart disorder at age 15. His life may have been saved if an AED (automated external defibrillator) had been available. Mitch Shapiro saved the life of John Cochran who suffered a heart attack during a basketball game at WTHS this past March. With his quick action and using an AED on sight, Mr. Shapiro was able to provide the first aid needed to save Mr. Cochran. Ms. Lorraine Sikora, aunt, and Mrs. Toni Pellegrini, mother, of Louis Savino, presented the Heart of Gold Award to Mr. Shapiro and a $500 grant to William Tennent High School to further CPR and AED training. GOOD NEWS

Mrs. Klyman read the Good News for June 22, 2010.

COMMUNITY COMMENTS

Ellie Jefferson, 673 Reeves Lane, Warminster. Ms. Jefferson asked if any written paperwork concerning the new Region 2 School had been submitted to the Upper Southampton Township Board of Supervisors. Dr. Pollock replied that the drawings are in the hand of the Township Engineer. Dr. Turnbaugh added that the District had made two separate presentations to the Upper Southampton Board of Supervisors, which included views of the drawings.



Mr. Miller advised that this conversation is not appropriate if Ms. Jefferson was referring to an item on tonight’s agenda. Dr. Pollock asked Ms. Jefferson if her comments were related to the bond issue. She replied it was. Dr. Pollock then stated that comments regarding the bond issue would have to wait until that item was addressed as part of this evening’s discussion. Steve Gresh, 141 Citation Lane, Warminster. Mr. Gresh referenced a letter that he had given to the Board at the June 8 meeting. He restated concerns about the location of the new Region 2 School and its proposed proximity to residential properties. He stated that residents of the McDonald community are not opposed to having the school on the proposed site, but that the residents would like to have input in order to make the school better. He said that the intersection at Street and Centennial Roads has been deemed a dangerous intersection. The proposed school location could make the intersection even more hazardous. He asked the Board to be a good neighbor. Leigh Lieberman, 396 Byron Road, Warminster. Ms. Lieberman presented her concern regarding CSD student achievement in math scores and offered to provide contacts to lead a pilot program beginning in September using strict standards to improve proficiency. COMMITTEE MINUTES A motion was made by Mr. Reinboth and seconded by Mrs. Huf to resolve that the Centennial School Board approves and accepts the Minutes of the: Education Committee –April 26, 2010 Operations Committee – April 7, 2010

The motion passed 9-0-0. OLD BUSINESS

1. Cafeteria Pricing

A motion was made by Mr. Reinboth and seconded by Mr. Hartline to resolve that the Centennial School Board approves the cafeteria pricing to be effective beginning July 1, 2010.

The motion passed 9-0-0.

2. Cafeteria Fund Budget

A motion was made by Mr. Reinboth and seconded by Mr. Miller to resolve that the Centennial School Board approves the revised Centennial School District Cafeteria Fund Budget in the amount of $2,737,184 for 2010-11.




NEW BUSINESS

1. General Obligation Bonds

A motion was made by Mr. Reinboth and seconded by Mr. Miller to resolve that the Centennial School Board approves the issuance of general obligation bonds of the School District to provide funds to finance the cost of new construction, renovations and additions to District elementary schools in the approximate amount of $67,150,000 awarding the bonds to Janney Montgomery Scott LLC and RBC Capital Markets, and authorizing the necessary filings with the Pennsylvania Department of Community and Economic Development and related matters in connection with the issuance of the bonds.

Mr. Miller indicated that the information given to the Board regarding this motion was as up to date as possible, as the figures changed constantly. He said Mr. Frenz of Janney Montgomery Scott did an excellent job of putting this document together. He reminded the Board and the community that the resolution is just a thumbnail of the document, which is extensive. He requested a copy of the complete document be included in the minutes of this evening’s meeting. Mr. Reinboth said the bond has changed from $67,060,000 to $67,150,000. Mr. Miller accepted the amendment restating that these figures were changing constantly. Mrs. Lynch said that she will be voting against the motion. She stated she voted for the budget because bills have to be paid. However, she will not support incurring any more debt. Mrs. Huf asked why the figure changed. Mr. Frenz said it is because of fluctuating interest rates. When interest rates go down, you are able to borrow more money. Mrs. Huf said she will oppose the motion because she does not want to incur this kind of debt for the community. Mr. Tim O’Neill, Mr. Tim Frenz and Mr. Mike Wallace of Janney Montgomery Scott and RBC Capital Markets are underwriters and bond counsel for Centennial. Mr. Frenz explained that requests to purchase Centennial School District bonds have already been received. Dr. Pollock asked why purchasing CSD bonds are so attractive. Mr. Frenz stated that there are 500 school districts in Pennsylvania and very few have as high credit ratings as Centennial. Centennial has AA2 and AA ratings eliminating the need for bond insurance. Mr. Frenz continued to clarify some of the information contained in the proposal. Mr. Miller indicated that the document dictates how the District can use the money, and we must abide by the provisions in the document.

Roll Call Vote: Mr. Hartline - No Mr. Hezel - Yes Mrs. Huf - No Mrs. Lynch - No Mr. Miller - Yes Mrs. Mueller - Yes



Dr. Pollock - Yes Mr. Reinboth - Yes Ms. Driban - Yes


Dr. Pollock called for a 10-minute break. The following motions were made by Mr. Reinboth and seconded by Mr. Hezel: Be it resolved that the Centennial School Board:

2. Approves the closing of the Davis Elementary School effective September 8, 2010, which said

closure is in accordance with the provisions of Section 24 P.S. 7-780 of the Pennsylvania School Code, as amended.

3. Grants final approval for a trip by students at Longstreth Elementary School to Camp

Canadensis, September 15-17, 2010. The cost to the District is approximately $765. 4. Approves an exception to Policy 7.18 to allow Student 4-13 to attend Centennial’s Autistic

Support class at William Tennent High School on a tuition basis for the 2010-11 school year. 5. Approves an exception to Policy 7.18 to allow Students 13-9 and 10-12 to attend Centennial’s

Autistic Support class at William Tennent High School on a tuition basis for the 2010-11 school year.

6. Grants preliminary and final approval for a trip by the freshman cheerleading team at William

Tennent High School to Beach Lake, PA, August 10-13, 2010. There is no cost to the District. 8. Approves the attached contract with Upper Southampton Township for professional consultant

services. 9. Approves the Support Staff Compensation Plan for the 2010-11 and 2011-12 school years. 11. Approves the following bids: A. Door Replacement Bid No. 2010-14 for Klinger and Log be

awarded to Liberty Door Systems, LLC in the amount of $22,900; B. Transportation Center Modifications, Project 07081.60, be awarded to Pederson Contracting Inc. in the amount of $49,400.

12. Names Centennial Education Foundation as a Centennial School District Recognized Group. 13. Approves the attached resolution for the Region 1 elementary school at a maximum project cost

of $31,040,242, and with a maximum building construction cost of $22,853,909. 15. Approves the attached agreement with Bucks County Head Start Agency for the rental of

classrooms at a payment of $25,381.



16. Authorizes the administration to close the 2009-10 Centennial School District books as of June 30, 2010, incorporating all accruals therein; pay the bills that are due by June 30, 2010; transfer the budget amounts necessary for processing these expenditures subject to review and ratification by the Board in September 2010; and direct the administration to proceed with conducting the necessary audit for the Fiscal Year 2009-10.

17. Authorizes Mass Mutual Financial Group, to modify the current plan to delete Columbia

Marsico Growth and replace with American Funds Grwth Fd Amer, to delete MFS Emerging Markets Equity and replace with Oppenheimer Developing Market, and delete Calvert Social Investment Bond and replace with PIMCO Total Return effective July 1, 2010 contingent on solicitor approval.

18. Approves the rental of a classroom to the Bucks County Intermediate Unit at a fee of $17,083 for

the 2010-11 school year. Ms. Driban stated that Items #4 and #5 above are indicators of the success and value of our Autistic Support programs. The staff has done an awesome job, and she encouraged them to continue the good work. Mr. Reinboth indicated that the Support Staff Agreement is a 2-year agreement. It provides no salary increase for the 2010-11 school year and a 2% salary increase in the 2011-12 school year. He thanked the Support Staff Negotiation Team and Ms. Valerie Brackney, Food and Nutrition Manager at William Tennent High School, for chairing the Team. He extended his gratitude to Dr. Turnbaugh for his efforts in making the necessary revisions to the Agreement.

These motions passed 9-0-0

7. Region 2 Elementary School

A motion was made by Mr. Hezel and seconded by Ms. Driban that the Centennial School Board approves Burt Hill Architects to design and bid as alternates the following in the Region 2 elementary school: Alternate 1 – Shell Space, estimated cost $1,302,000; Alternate 2 – District Administration offices, estimated cost $2,207,000.

Mr. Miller stated that approval of the bond issue by the Board earlier this evening does not authorize the building of an administration building. Building an administration building is not like building a school. He felt it would be deceptive to our investors to use this money for any other use than construction of school buildings. Mr. Hezel said that this topic was discussed at the Operations Committee meeting and thought there were to be significant savings by including an administration building into the plans for the Region 2 school construction. However, the resolution this evening includes higher expenses than he anticipated. He cannot support this. Mrs. Lynch opposed the administration building proposal. She indicated that Dr. Turnbaugh at one point had said we do not need a new administration building. She agreed with Mr. Miller that an administration building was not in the original plans and should not be added.



Mr. Reinboth said he wanted to correct Mr. Miller’s statement that this proposal is deceptive. He said this would not be a separate building but part of the new building. Mr. Hartline wanted estimates comparing operating costs between the current administration building and the proposed building. Dr. Pollock said that this proposal is an alternate plan. As with Willow Dale and the High School projects, there were many alternate plans. If this alternate would come in at too high a cost, then the Board would not approve it. Mrs. Mueller said she would not support this even as an alternate. She agreed with Mr. Miller that an administration building was not part of the purpose of the bond issue. Any alternates that could save the District money should be used for educational purposes. Mr. Miller stated that whether the building would be separate or together, money that is designated for building schools should not be used for an administration building. In answer to Mr. Hartline’s question, Mr. Reinboth said the original plan for construction of an administration building at $4 million would have paid for itself in four years. He thought that at a cost of $2.2 million, payback time would be cut in half. Dr. Pollock said the Board needs to look at the long-term picture. Paying $2 million now would save the District money in the future. Costs for maintenance, heating, lighting, etc. would be less. Mrs. Mueller questioned why administration needed to be housed in the same building. She suggested using areas in the District that are already available. She said we don’t have money right now to fund full-day kindergarten and, therefore, classroom space would be available. Dr. Pollock said that we don’t know now if we don’t have money for full-day kindergarten. Mr. Hezel said that both the shell space and administration building would be close to $4 million and would take approximately 10-12 years for any return on investment. He thought that was too long to make it worth spending this money. Mr. Hartline asked how much the design fee would be, which would be an additional expense. Dr. Turnbaugh said it is a percentage of the cost of construction. Mrs. Lynch said someone in administration said that we do not need a new administration building. Just because we have bond money doesn’t mean we have to spend it. She inquired what the plans are for the present administration building. She felt this proposal was frivolous spending.

Mr. Miller said this estimate does not include “soft costs” such as furnishings. Though the plan for the proposed new administration building has a fabulous Board room, he is content to stay here. This building has served its purpose for many years and can continue to do so. He suggested closing part of the building, making offices smaller, and consolidating areas. In



addition, he asked what would happen to some of our programs such as autism support, cyber academy, and renting space for Head Start and BCIU programs if we do close the building. Dr. Turnbaugh said this topic has been up for discussion since his arrival in the District. There have been several scenarios proposed over time. The current alternate was a proposal developed by Mr. Lasher, whom Board members have respected over his years of service. Mr. Lasher’s estimate of return on investment is 7 years. Estimates for a separate building came in at $5 million with the inclusion of the Dot Henry Alternative School. The current proposal, then, is actually a $1.5 million decrease. Current square footage of the administration building is approximately 8,800 square feet. The proposed plan reduces that to 2,200 square feet. There would be great savings in utility costs alone. He felt that administration had thought this through. He agreed with Mr. Lasher’s estimate of a 7-year return. He emphasized that it is the Board’s decision whether or not to agree to the alternate plan. He reminded Board members that many things change as construction takes place. For example, when the WTHS renovation project was proposed, there were no plans for a planetarium/distance learning classroom. Fragmenting administration into various locations is problematic and inefficient. Mrs. Huf suggested moving administration to the Dot Henry Alternative School building. The response was that there was not enough space and the building does not meet ADA code. Mr. Miller said that even though he did not support the planetarium at WTHS, he can understand the addition of an educational component to school buildings. But building an administration building with bond money is inappropriate. Mrs. Huf suggested getting an opinion from bond counsel. Role Call Vote:

Mr. Hezel - No Mrs. Huf - No Mrs. Lynch - No Mr. Miller - No Mrs. Mueller - No Dr. Pollock - Yes Mr. Reinboth - Yes Ms. Driban - No Mr. Hartline - No The motion failed 2-7-0.

10. Consultant Contract with Victor Lasher

A motion was made by Mr. Reinboth and seconded by Mr. Hezel that the Centennial School Board approves the contract with Victor J. Lasher for consulting services at a per diem rate of $500 ($62.50 per hour) based on the terms and conditions of the attached.

Mrs. Huf was not in favor of this proposal. She expressed the utmost respect for Mr. Lasher, but she is not a supporter of bringing someone back into the District once they leave.



Mrs. Lynch said she had a question about whether this agreement had a time span and would it be null and void if Mr. Lasher found employment with another company. Dr. Turnbaugh answered that there was not a timeframe in the agreement. Mrs. Lynch stated that she does not support bringing consultants into the District. She said once an employee retires and is collecting a pension, they should stay retired. Mr. Miller said that Mr. Lasher is very knowledgeable about our buildings, and he is one of only five licensed engineers in Pennsylvania school districts. He said Mr. Lasher has the skills that we need.

Role Call Vote:

Mrs. Huf - No Mrs. Lynch - No Mr. Miller - Yes Mrs. Mueller - Yes Dr. Pollock - Yes Mr. Reinboth - Yes Ms. Driban - Yes Mr. Hartline - Yes Mr. Hezel - Yes The motion passed 7-2-0.

14. Building of Region 2 School

A motion was made by Mr. Hezel and seconded by Mrs. Lynch that the Centennial School Board approves the attached resolution for the Region 2 elementary school at a maximum project cost of $31,901,507, and with a maximum building construction cost of $24,649,500. Mrs. Lynch indicated her displeasure with the plans which include an extension of Citation Drive, limited play areas, and the close proximity of the building to residential properties. She said the design of the proposed building is not the proper design for this location. She indicated the Board needs to listen to the community. Dr. Pollock said that the resolution is not about the design and location. It’s about the cost. Mr. Miller said the Board does take community concerns into consideration. He believes that the District and the community will come to a mutual understanding. He questioned why there is a difference in the construction price between the Region 1 and Region 2 schools. Is there something missing from one school that is included in the other school? Dr. Turnbaugh said the schools are the same design, the difference is in the land site. Mr. Hartline voiced serious concerns whether $32 million will be enough to complete the project, citing that the high school construction design is significantly different than the original drawings. He reminded the Board that there are always unanticipated costs that may push the



estimate over the $32 million figure. He indicated he would like more information from the engineers. Dr. Turnbaugh clarified that the $32 million figure was calculated by using various formulas taking into consideration building capacity. The District may not exceed that amount unless the voters of this community approved such increase via a referendum. In addition, with the bond issue that was approved earlier this evening, the District only has $32 million to spend. Therefore, the Act 34 figure is higher than the actual amount of money we have to spend. We can’t spend more than $32 million if we don’t have it. That is why, when the community suggests changes in building location or design, which would cost an additional $3 million to $5 million, it would exceed the Act 34 limit, and we don’t have that money. The Board may approve the $32 million but the reality is that we only have $30 million to spend. He reminded the Board that the resolution is not about where to locate the building, but simply to approve the financial limit of spending to build the school. Mrs. Huf indicated that a major difference between building the Region 1 and Region 2 schools is that the Region 1 school is being demolished, and the building can be constructed anywhere on the current grounds. The Region 2 school, however, is being built while the current building is in place. She suggested perhaps McDonald Elementary School students could be moved to Davis, demolish McDonald Elementary School, and locate the new Region 2 school on the footprint of the current school. She indicated that the McDonald community has been very supportive, and we need to listen to the community. Mr. Hezel said the Board has listened to the citizens of the community. We were going to put the school on Newtown Road and sell the McDonald site for approximately $3 million. The Operations Committee has considered ways to renovate Citation Drive to accommodate bus traffic, which will probably result in more cost to the District. He is agreeable to that if it makes us good neighbors. However, any delays or changes will increase construction costs and will only result in eliminating certain things in the building itself. Consequently, students in the Region 2 school may not have some of the advantages of students in the Region 1 and 3 schools. That would not be fair, but it is a reality. These are tough decisions. Dr. Pollock added that the community said they wanted the school at the current location rather than on Newtown Road. Facing increasing costs, delays, and resistance from the community, he is ready to suggest changing the site back to Newtown Road. The sale of the McDonald Elementary School property could yield about $3 million, which would lower the cost of building and renovating the elementary schools. Mr. Reinboth said any delay will absolutely add to the cost of the construction. He took exception to the accusation that the Board has not listened to the community. There have been countless meetings and changes reflecting the wishes of the community. He responded that some Board members have expressed the concern of having students attend McDonald Elementary School during the construction of the new Region 2 school. He said that construction at the William Tennent High School has been going through this exact scenario. There have been some inconveniences, but the end result will be a facility that will serve Centennial students for years to come. We must look at the long term.



Mrs. Lynch insisted that the Board does not listen. She said the design of the Region 2 school has changed since it was originally proposed, without the shell and without an administration building addition. She supported the original design. Mrs. Mueller reminded the Board that the resolution has to do with the Act 34 hearing. She said the Board has listened to the community. Over the 6 years she has been on the Board, there have been many changes and compromises, doing what the community wanted. She referenced the petition that was given to each Board member this evening stating there were 500 names and signatures, though some were duplicates. One of the requests is to build the new Region 2 school on the footprint of the current McDonald Elementary School. She indicated that was not a realistic request of the School Board because it would result in millions of dollars in increased expenses to our taxpayers. She is in support of the motion and hopes this moves forward. If it is going to cost the District $3 million to $5 million in additional cost, she would support building on the Newtown Road site, which is flat, requires no demolition, and needs very few accommodations for traffic. She indicated that Davis Elementary School cannot accommodate the population of the McDonald students. She said to consider how the parents of those students would feel about relocating their children to another school and throughout the District, and how many moves those children would have to make. The Board is trying to minimize the disruption of instruction to all students. Mrs. Mueller indicated her support of this motion. Dr. Pollock also referenced the petition which requested building the Region 2 school on the footprint of the current McDonald Elementary School. He said that this represents a 2-year delay in the construction of this school, and he reminded the Board that the bond issue approved this evening requires the money to be spent within 3 years. We do not have the luxury of delaying the building of the school for 2 years. He said if we can’t build the Region 2 school without the delay, then we should build the school elsewhere. Mr. Miller said the Board does listen to the community. For example, the Centennial Station residents asked that the school not be built on Newtown Road, and the Board agreed. He had supported the Newtown Road site but voted for the McDonald site because it seemed to be what the community wanted. The Willow Dale community did not want their children moved, but they agreed to endure the inconveniencies of construction while their children continued to attend Willow Dale. When the Board went to the Davis Elementary School community and told them their students had to move during construction, they relented and said as long as we kept the students together, to which the Board agreed. He said now we have a petition with an impractical request to move the McDonald students and build the school on the present footprint. We would have to wait for the Region 1 school to be completed, keep the Stackpole Elementary School students at Stackpole, and move over 600 students from McDonald Elementary School to Davis. The Board would certainly hear from more than 500 community members regarding this. He indicated that if the Board decided to build on the current McDonald footprint, move and separate their students, there would be an outcry of more than 500 people. He does not support moving the Region 2 school site or building on the McDonald footprint. Mrs. Huf said she wanted the Region 2 school to remain at the present McDonald Elementary School site because it is a safe school zone, and education and safety are important to her. She expressed concern over the thought of changing the building site to Newtown Road. Because



she has the safety of students in mind and believes the McDonald community wants to have the Region 2 school remain on the current site, she will support this motion.

Role Call Vote:

Mrs. Lynch - No Mr. Miller - Yes Mrs. Mueller - Yes Dr. Pollock - Yes Mr. Reinboth - Yes Ms. Driban - Yes Mr. Hartline - No Mr. Hezel - Yes Mrs. Huf - Yes The motion passed 7-2-0.

19. WTHS Construction Change Order A motion was made by Mr. Hezel and seconded by Ms. Driban that the Centennial School Board

approves change orders 052, 054, 068 and 085 in the amount of $496,199.58 for the William Tennent High School Additions and Renovations Project.

Mrs. Mueller made a motion to remove change order 052 from the resolution for a separate vote. Mr. Hezel seconded the motion. The original motion was amended to read that the Centennial School Board approves change orders 054, 068 and 085 in the amount of $51,938.55 for the William Tennent High School Additions and Renovations Project. The motion passed 9-0-0 The separate motion read that the Centennial School Board approves change order 052 in the amount of $444,261.03 for the William Tennent High School Additions and Renovations Project. Mrs. Mueller requested clarification of the statement in the Reynolds change order document that referred to a separate line item for the purchase of a dome. Her recollection was that the resolution that was approved at the June 8, 2010, Board meeting did not include the purchase of a dome. Dr. Pollock said that the dome was included in the referenced resolution. Mrs. Mueller indicated that Mr. Lasher had assured her that a dome and/or star projector was not included in that resolution. Mr. Hezel clarified that the $444,261.03 is not an additional cost to the amount approved at the June 8, 2010, Board meeting. It is part of the approved cost. Mrs. Mueller requested clarity of where the cost of the dome is indicated in the 5-line change order for the planetarium.



Dr. Turnbaugh stated that the approximate $715,000 that the Board approved did not include the cost of a dome or a star machine, which will have to be purchased in a few years. That cost was increased by a majority of the Board to almost $1 million because the majority of the Board wanted the distance learning classroom/planetarium built at the high school. Dr. Turnbaugh indicated that he had stated that he was not comfortable putting this issue in front of the Board in piecemeal fashion. He said he would get clarification of the cost breakdown and provide the information to the Board in this Friday’s Update. Mr. Hezel indicated that if this motion is approved and plans for the planetarium proceed, his opinion is that the WTHS construction project will go over budget. The above change orders including 052 will encumber 65% of the contingency fund. He indicated that he could not support this expense although it is well intended. Mr. Miller said that the $444,261.03 being discussed is part of the projected cost of including a distance learning classroom/planetarium, which the Board approved June 8. His recollection is that the dome was included in the approximate $1 million approval but not a star machine. Despite that fact that we received a waiver from PDE, we are still negotiating with contractors for pricing. He is concerned that the $1 million figure may increase to $1.2 million. He will support what the Board has approved as long as we get what the Board has voted on. However, if the cost projection increases to $1.2 or $1.3 million, he cannot support this endeavor. Dr. Turnbaugh and Dr. Pollock explained that the current projector for the planetarium does not need to be replaced for a few years. The purchase of a new star machine need not be considered as part of the WTHS renovation/construction project. Mrs. Lynch requested factual information and associated costs. Dr Turnbaugh summarized that the $750,000 is the cost to build the space. An additional $200,000 is the cost to include a planetarium. It is a $1million project that the Board approved. He does not anticipate the projected cost will increase. A star machine will need to be purchased in several years. Dr. Foight-Cressman explained that there are advances in computer technology almost daily. There will be advances in planetarium viewing, which will provide more visual acuity and focus. As there are advancements in technology, there will be a continual study into the technology that serves the planetarium. The planetarium is a facility that will need our continued investment. Mrs. Mueller said that she has been opposed to the planetarium from the beginning. She stated that there is the want, there is the need and there is the ability to pay. She indicated that the planetarium is not a “needed” item. The reality is that funding this project is coming from the contingency fund. We are nowhere near completing this project, and we have seen over time that there have been many change orders. The contingency funds are there for unanticipated expenses that evolve as construction progresses. We are close to exhausting the contingency funds. She cautioned Board members that once they commit to this, we will need to fund it. Mr. Miller said that astronomy has not made that many advances since the purchase of the present star machine three years ago. He inquired whether the upgrades referred to are new software programs or some new technology.



Dr. Foight-Cressman stated that it is a matter of the quality of the optics and the clarity of the image. When the star machine was purchased, there was a compromise between what was available at the time and the desire to save money. It is a fine image but it could be better. This is a decision the Board will have to make down the road. Mrs. Lynch stated that over the past six years she has demonstrated that she is fiscally conservative. She indicated that she supports this motion believing it to be a great addition.

Role Call Vote:

Mr. Miller - No Mrs. Mueller - No Dr. Pollock - Yes Mr. Reinboth - Yes Ms. Driban - No Mr. Hartline - Yes Mr. Hezel - No Mrs. Huf - Yes Mrs. Lynch - Yes The motion passed 5-4-0.

PERSONNEL

A motion was made by Mr. Reinboth and seconded by Mrs. Huf that the Centennial School Board approves all personnel recommendations: Resignations, Retirements, Terminations, Leaves of Absence Change of Status Substitute Support Staff Extended School Year Aides Student/Summer Employee Co-Curricular and accepts the Award of Tenure as per the attached list. The motion passed 9-0-0. POLICIES Mr. Hezel introduced Policy 5.14 Volunteers to the Board for initial distribution. He strongly recommended that all Board members take a very good look at this policy and the changes indicated. The last time this policy was addressed, it caused quite a bit of controversy and misunderstanding throughout the District.



Ms. Driban asked for clarification of which version of the policy was being edited. Dr. Turnbaugh explained that it is the original policy that the Board reinstated when the Board rescinded the revised policy last year. Mr. Miller stated that this policy will not be up for discussion until the next Board meeting on August 17. He said Board members may want to consider discussion and approval at that meeting or the school year would begin without a policy in place. Mr. Hezel asked if the Board should convene a special meeting over the summer to discuss this policy. Fellow Board members did not wish to do that. OTHER DISCUSSION ITEMS There were no other discussion items. REPORTS

There were no reports. COMMUNICATIONS There were no further communications. ADJOURNMENT A motion was made by Mrs. Lynch and seconded by Mrs. Huf to adjourn the meeting. The motion passed 9-0-0. The meeting was adjourned at 9:45 PM

Respectfully submitted,

______________________________ Timothy E. Vail Board Secretary


1

RESOLUTION OF THE

BOARD OF SCHOOL DIRECTORS OF CENTENNIAL SCHOOL DISTRICT BUCKS COUNTY, PENNSYLVANIA

AUTHORIZING AND DIRECTING THE ISSUANCE OF A PORTION OF PREVIOUSLY AUTHORIZED DEBT REPRESENTED BY A SERIES OF GENERAL OBLIGATION BONDS, SERIES A OF 2010 IN THE AGGREGATE PRINCIPAL AMOUNT OF SIXTY-TWO MILLION FOUR HUNDRED FIFTEEN THOUSAND DOLLARS ($62,415,000) TO PROVIDE FUNDS TO FINANCE A PORTION OF THE COSTS OF RENOVATIONS AND ADDITIONS TO WILLOW DALE ELEMENTARY SCHOOL AND THE CONSTRUCTION, FURNISHING AND EQUIPPING OF TWO NEW ELEMENTARY SCHOOLS (THE "CAPITAL PROJECT"); AND AUTHORIZING AND DIRECTING THE INCURRENCE OF NON ELECTORAL DEBT THROUGH THE ISSUANCE OF A SERIES OF GENERAL OBLIGATION BONDS, SERIES B OF 2010 IN THE AGGREGATE PRINCIPAL AMOUNT OF FOUR MILLION SEVEN HUNDRED THIRTY-FIVE THOUSAND DOLLARS ($4,735,000) TO PROVIDE FUNDS TO CURRENTLY REFUND THE SCHOOL DISTRICT'S GENERAL OBLIGATION BONDS, REFUNDING SERIES OF 2003 (THE "REFUNDING PROJECT" AND, IN EACH CASE, TO PAY THE COSTS OF ISSUING THE BONDS; STATING THAT REALISTIC COST ESTIMATES HAVE BEEN MADE FOR THE CAPITAL PROJECT AND AUTHORIZING THE PAYMENT OF OTHER CAPITAL PROJECTS UPON APPROPRIATE AMENDMENT HERETO; STATING THE REALISTIC ESTIMATED USEFUL LIFE OF THE CAPITAL PROJECT AND REMAINING REALISTIC ESTIMATED USEFUL LIFE OF THE REFUNDING PROJECT FOR WHICH SAID BONDS ARE ISSUED; DIRECTING THE PROPER OFFICERS TO PREPARE, CERTIFY AND FILE THE REQUIRED DEBT STATEMENT AND BORROWING BASE CERTIFICATE; COVENANTING THAT THE SCHOOL DISTRICT SHALL INCLUDE THE AMOUNT OF ANNUAL DEBT SERVICE IN ITS BUDGET FOR EACH FISCAL YEAR; PROVIDING FOR FULLY REGISTERED BONDS, DATE OF THE BONDS, INTEREST PAYMENT DATES, PROVISIONS FOR REDEMPTION AND STATED PRINCIPAL MATURITY AMOUNTS AND FIXING THE RATES OF INTEREST ON SUCH BONDS; AUTHORIZING THE PROPER OFFICERS OF THE SCHOOL DISTRICT TO CONTRACT WITH A BANK OR BANK AND TRUST COMPANY FOR ITS SERVICES AS SINKING FUND DEPOSITARY, PAYING AGENT AND REGISTRAR; STATING A COVENANT AS TO PAYMENT OF PRINCIPAL AND INTEREST WITHOUT DEDUCTION FOR CERTAIN TAXES; PROVIDING FOR THE REGISTRATION, TRANSFER AND EXCHANGE OF BONDS; PROVIDING FOR FACSIMILE SIGNATURES AND SEAL AND


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AUTHENTICATION; APPROVING THE FORMS OF THE BONDS, PAYING AGENT'S AUTHENTICATION CERTIFICATE AND ASSIGNMENT AND PROVIDING FOR CUSIP NUMBERS TO BE PRINTED ON THE BONDS; PROVIDING FOR TEMPORARY BONDS; AWARDING SUCH BONDS AT PRIVATE SALE AND STATING THAT SUCH PRIVATE SALE IS IN THE BEST FINANCIAL INTEREST OF THE SCHOOL DISTRICT; CREATING A SINKING FUND; AUTHORIZING AND DIRECTING THE PROPER OFFICERS OF THE SCHOOL DISTRICT TO CERTIFY AND TO FILE WITH THE PENNSYLVANIA DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT CERTIFIED COPIES OF THE NECESSARY PROCEEDINGS; COVENANTING THAT THE PROCEEDS OF THE BONDS SHALL NOT BE USED IN SUCH A MANNER AS TO CAUSE THE BONDS TO BE ARBITRAGE BONDS UNDER FEDERAL TAX LAW PROVISIONS; APPROVING THE CONTENT AND FORM OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE DISTRIBUTION THEREOF AND AUTHORIZING THE PREPARATION, EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT AND THE UNDERTAKING OF CERTAIN CONTINUING DISCLOSURE; PROVIDING FOR THE CURRENT REDEMPTION OF THE REFUNDED 2003 BONDS; AUTHORIZING AND DIRECTING THE PROPER OFFICERS OF THE SCHOOL DISTRICT TO PAY ISSUANCE COSTS; AUTHORIZING THE PROPER OFFICERS OF THE SCHOOL DISTRICT TO DO ALL THINGS NECESSARY TO CARRY OUT THE RESOLUTION AND TO PAY FINANCING COSTS; AND RESCINDING ALL INCONSISTENT RESOLUTIONS.

The Board of School Directors (the "Board of School Directors") of Centennial School District, Bucks County, Pennsylvania (the "School District"), pursuant to the Pennsylvania Local Government Unit Debt Act, as amended, 53 Pa.C.S.A. Chs. 80-82 (the "Act"), hereby resolves as follows:

Section 1. Incurrence of Debt; Amount and Purpose of Bonds; Realistic Cost Estimates; Other Capital Projects. The School District has heretofore authorized the issuance of up to $110,000,000 of General Obligation Bonds (the "2006 Authorized Bonds") in amounts and at the times necessary to provide for various future capital needs by Resolution adopted May 1, 2006, the incurrence of debt represented thereby having been approved by the Pennsylvania Department of Community and Economic Development on May 25, 2006 and $44,745,000 of the 2006 Authorized Bonds having been issued on February 11, 2009. The School District hereby authorizes the issuance of a portion of the 2006 Authorized Bonds in the amount of Sixty-Two Million Four Hundred Fifteen Thousand Dollars ($62,415,000) to be represented by a series of general obligation bonds to be known as "General Obligation Bonds, Series A of 2010 (the "Series A Bonds") to (1) finance the costs of a project involving renovation and additions to the Willow Dale Elementary School and the construction, furnishing and equipping of two new elementary schools (the "Capital Project"); (2) pay a portion of the interest on the Series B Bonds and (3)


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the costs of issuing the Bonds. The authorization to issue the remaining $2,830,000 of 2006 Authorized Bonds is hereby cancelled and rescinded.

The School District hereby authorizes and directs the incurring of nonelectoral debt through the issuance of General Obligation Bonds, Series B of 2010 (the "Series B Bonds" and, together with the Series A Bonds, the "Bonds") of the School District in the aggregate principal amount of Four Million Seven Hundred Thirty-Five Thousand Dollars ($4,735,000) to provide for the current refunding of the School District's General Obligation Bonds, Refunding Series of 2003 (the "Refunding Project").

Realistic cost estimates have been obtained by the School District for the Capital Project through actual bids and estimates made by qualified persons, as required by Section 8006 of the Act.

The Refunding Project is being undertaken by the School District for the purpose of reducing total debt service over the life of the Prior Bonds in compliance with Section 8241 (b)( 1) of the Act.

The School District hereby reserves the right to undertake components of the Capital Project in such order and at such time or times as it shall determine and to allocate the proceeds of the Bonds and other available moneys to the final costs of the Project in such amounts and order of priority as it shall determine; but the proceeds of the Bonds shall be used solely to pay the "costs", as defined in the Act, of the Capital Project described herein or, upon appropriate amendment hereto, to pay the costs of other capital projects for which the School District is authorized to incur indebtedness.

Section 2. Realistic Estimated Useful Life of the Capital Project; Estimated Completion Date; Realistic Remaining Estimated Useful Life of the Refunding Project.

(a) The realistic estimated useful life of the Capital Project is determined to be in excess of 30 years. The Bonds to be issued therefor do not extend beyond the useful life thereof. The estimated completion date for the project is September 1, 2013.

(b) The 2003 Bonds being refunded by the Series A Bonds were issued to refund the School District's General Obligation Bonds, Series of 1998. The 1998 Bonds were issued to provide funds to pay costs of renovations and extraordinary repairs to various School District facilities, acquire and install or construct technological infrastructure and equipment, and to pay the costs of issuing the Bonds (the "1998 Capital Project"). (c) The realistic estimated useful life of the 1998 Capital Project was determined, at the time of issuance of the 1998 Bonds to be in excess of 20 years in respect of building and infrastructure and 12 years for equipment. Such determination is hereby ratified and confirmed and the Series B Bonds being issued for the Refunding Project do not extend beyond the original maturities of


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the 1998 Bonds nor beyond the originally determined realistic estimated useful life of the 1998 Capital Project.

Section 3. Debt Statement and Borrowing Base Certificate. The President or Vice-President of the Board of School Directors of the School District and the Secretary of the School District are hereby authorized and directed to prepare and certify a Debt Statement required by Section 8110 of the Act and a Borrowing Base Certificate.

Section 4. Covenant to Pay Bonds. It is covenanted with the registered owners from time to time of the Bonds that the School District shall (i) include the amount of the debt service for the Bonds for each fiscal year in which such sums are payable in its budget for that year, (ii) appropriate such amounts from its general revenues for the payment of such debt service, and (iii) duly and punctually pay, or cause to be paid, from its sinking fund or any other of its revenues or funds the principal of, and the interest on, the Bonds at the dates and places 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 pledges its full faith, credit and taxing power. As provided by the Act, this covenant shall be specifically enforceable.

Section 5. Description of Bonds; Maturity Schedule; Redemption of Bonds; Notices of Redemption. The Bonds shall be in fully registered form without coupons, shall be numbered, shall be in the denomination of Five Thousand Dollars ($5,000) or any integral multiple thereof, shall be dated as of the date of issuance thereof, and shall bear interest from the dates, which interest is payable at the rates provided herein, until maturity or prior redemption, all as set forth in the forms of Bonds attached hereto as Exhibit A and Exhibit B and made a part hereof.

The Series A Bonds shall bear interest, until maturity or prior redemption, at the rates per annum, and shall mature in the amounts and on December 15 of certain years, all as follows:

Principal Interest Maturity Amount Rate Year

$ 1,170,000 2.00% 2011 1,970,000 2.00% 2012 2,025,000 2.00% 2013 2,045,000 2.50% 2014 2,110,000 3.00% 2015 1,625,000 4.00% 2016 1,465,000 4.00% 2017 1,535,000 3.25% 2018 1,620,000 4.00% 2019 1,700,000 5.00% 2020


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1,780,000 5.00% 2021 1,855,000 5.00% 2022 1,945,000 5.00% 2023 2,040,000 5.00% 2024 2,135,000 5.00% 2025 2,235,000 5.00% 2026 2,340,000 5.00% 2027 2,450,000 5.00% 2028 5,265,000 5.00% 2030 12,205,000 5.00% 2034 10,900,000 5.00% 2037

The stated maturities of the Series A Bonds have been fixed in compliance with Section 8142(b)(2) of the Act.

The Series B Bonds shall bear interest, until maturity or prior redemption, at the rates per annum, and shall mature in the amounts and on Dece3mber 15 of certain years, all as follows:

Interest Amount Rate Year

$ 440,000 2.00% 2010 770,000 2.00% 2011 790,000 3.00% 2012 815,000 3.00% 2013 835,000 3.00% 2014 870,000 4.00% 2015 215,000 4.00% 2016

The stated maturities of the Series B Bonds have been fixed in compliance with Section 8142 (b)(2) of the Act.

(a) Series A Optional Redemption: The Bonds maturing on or after December 15, 2021 are subject to redemption prior to maturity at the option of the School District, at par plus accrued interest to the date fixed for redemption, in whole or in part (and if in part, in such order of maturity as the School District shall select and within a maturity by lot), at any time on and after December 15, 2020.

(b) Series B Optional Redemption: The Series B Bonds are not subject to optional redemption.


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(c) Series A Mandatory Redemption. The Bonds maturing on December 15 of the years 2030, 2034 and 2037 are subject to mandatory redemption prior to maturity, in order of maturity, in part, by lot on December 15 of each of the years 2024 through 2036, except in the years 2030 and 2034, in the principal amounts described below, at a redemption price of par and accrued interest to the date fixed for redemption, from funds which the School District hereby covenants to deposit in the Sinking Fund (as hereinafter defined).

Mandatory Redemption Date (December 15)

2029 2031 2032 2033 2035 2036

Principal Amount to be Redeemed $ 2,570,000

2,830,000 2,970,000 3,125,000 3,450,000 3,630,000

The Paying Agent (as hereinafter defined) is hereby authorized and

directed, (i) upon written notification by the School District of its option to redeem Bonds in part, to select by lot the particular Bonds or portions thereof to be redeemed, (ii) without further authorization of the School District with respect to a redemption pursuant to (b) above to select by lot the particular Bonds and portions thereof to be redeemed, and (iii) upon written notification by the School District of its option to redeem Bonds in whole or in part and when required pursuant to (c) or (d) above, and to cause a notice of redemption to be given once by first-class United States mail, postage prepaid, or by another method of giving notice which is acceptable to the Paying Agent and customarily used for similar notices at the time such notice is given, at least thirty (30) days, but not more than sixty (60) days prior to the redemption date, to each registered owner of Bonds to be redeemed. Such notice shall be mailed to the address of such registered owner appearing on the registration books of the Paying Agent, unless such notice is waived by the registered owner of the Bonds to be redeemed. Any such notice shall be given in the name of the School District, shall identify the Bonds to be redeemed, including CUSIP numbers, if applicable, which may, if appropriate, be expressed in designated blocks of numbers (and, in the case of partial redemption of any Bonds, the respective principal amounts thereof to be redeemed), shall specify the redemption date and the place where such Bonds are to be surrendered for payment, shall state the redemption price, and shall state that on the redemption date the Bonds called for redemption will be payable and from such redemption date interest will cease to accrue. Failure to give any


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notice of redemption or any defect in the notice or in the giving thereof to the registered owner of any Bond to be redeemed shall not affect the validity of the redemption as to other Bonds for which proper notice shall have been given. The costs incurred for such redemptions shall be paid by the School District.

In addition to the notice described in the preceding paragraph, further notice shall be given by the Paying Agent as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above.

(i) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption, plus (A) the date of issue of the Bonds as originally issued; (B) the rate of interest borne by each Bond being redeemed; (C) the maturity date of each Bond being redeemed; and (D) any other descriptive information needed to identify accurately the Bonds being redeemed.

(ii) Each further notice of redemption shall be sent at least twenty-five (25) days before the redemption date by registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depository being Depository Trust Company of New York, New York, on the date of execution and delivery hereof) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds (such as Moody's Investors Service, Inc.).

(iii) Such further notice shall be mailed by first class United States mail, postage prepaid, to The Bond Buyer of New York, New York, or to another financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Bonds.

The notices required to be given by this Section shall state that no representation is made as to the correctness or accuracy of CUSIP numbers listed in such notice or stated on the Bonds.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

In lieu of redeeming the principal amount of Bonds set forth in (b) above on a mandatory redemption date, or any portion thereof, the School District or the Paying Agent with the written approval of the School District may apply the moneys required to be deposited in the Sinking Fund (as hereinafter


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defined) to the purchase of a like amount of Bonds at prices not in excess of the principal amount thereof, provided that the following provisions are met:

(a) no purchase of any Bonds of any later maturity shall be made if any Bonds of any earlier maturity will remain outstanding; and

(b) firm commitments for the purchase must be made prior to the time notice of redemption would otherwise be required to be given; and

(c) if Bonds aggregating the amount required to be redeemed cannot be purchased, a principal amount of such Bonds equal to the difference between the principal amount required to be redeemed and the amount purchased shall be redeemed as aforesaid.

In the event of purchases of Bonds at less than the principal amount thereof, the balance remaining in the Sinking Fund representing the difference between the purchase price and the principal amount of Bonds purchased shall be paid to the School District.

If at the time of the mailing of any notice of redemption the School District shall not have deposited with the Paying Agent moneys sufficient to redeem all the Bonds called for redemption, such notice shall state that it is conditional, that is, subject to the deposit or transfer of the redemption moneys with the Paying Agent not later than the opening of business on the redemption date, and that such notice shall be of no effect unless such moneys are so deposited.

Section 6. Paying Agent, Sinking Fund Depositary and Registrar; Payment of Principal and Interest Without Deduction for Taxes. The proper officers of the School District are hereby authorized and directed to contract with U.S. Bank National Association, having a corporate trust office in Philadelphia, Pennsylvania for its services as sinking fund depositary, paying agent and registrar with respect to the Bonds (the "Paying Agent") and such bank is hereby appointed to act in such capacities with respect to the Bonds.

The principal or redemption price of the Bonds shall be payable upon surrender thereof when due in lawful money of the United States of America at the corporate trust office of the Paying Agent in Philadelphia, Pennsylvania, or at the designated office of any additional or appointed alternate or successor paying agent or agents. Such payments shall be made to the registered owners of the Bonds so surrendered, as shown on the registration books of the School District on the date of payment. Interest on the Bonds shall be paid by check mailed to the registered owner of such Bond as shown on the registration books kept by the Paying Agent, as of the close of business on the last day of the calendar month (whether or not a business day) immediately preceding the interest payment date in question (the "Regular Record Date"),


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irrespective of any transfer or exchange of such Bond subsequent to such Regular Record Date and prior to such interest payment date. If the School District shall default in the payment of interest due on such interest payment date, such interest shall thereupon cease to be payable to the registered owners of the Bonds shown on the registration books as of the Regular Record Date. Whenever moneys thereafter become available for the payment of the defaulted interest, the Paying Agent on behalf of the School District shall immediately establish a "special record date" (which shall be a business day) for determining the registered owners of Bonds entitled to such payments. Notice of such date shall be mailed by the Paying Agent on behalf of the School District to each registered owner of a Bond at least fifteen (15) days prior to the special record date. Said notice shall be mailed to the registered owners of the Bonds, as shown on the registration books kept by the Paying Agent as of the close of business on the fifth day preceding the date of mailing.

If the date for payment of the principal or redemption price of, and interest on, the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city in which the corporate trust office of the Paying Agent is located are authorized or required by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized or required to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment.

The principal or redemption price of, and interest on, the Bonds are payable without deduction for any tax or taxes, except gift, succession, franchise, excise or inheritance taxes, now or hereafter levied or assessed thereon under any present or future laws of the Commonwealth of Pennsylvania, all of which taxes, except as above provided, the School District assumes and agrees to pay.

Section 7. Registration, Transfer and Exchange of Bonds. The School District shall keep, at the corporate trust office of the Paying Agent, as registrar, books for the registration, transfer and exchange of Bonds. The Governing Body hereby authorizes and directs the Paying Agent, as reqistrar and transfer agent, to keep such books and to make such transfers or exchanges on behalf of the School District.

The ownership of each Bond shall be recorded in the registration books of the School District, which shall contain such information as is necessary for the proper discharge of the Paying Agent's duties hereunder as Paying Agent, registrar and transfer agent.

The Bonds may be transferred or exchanged as follows:

(a) Any Bond may be transferred if endorsed for such transfer by the registered owner thereof and surrendered by such owner or his duly


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appointed attorney or other legal representative at the corporate trust office of the Paying Agent in Philadelphia, Pennsylvania, whereupon the Paying Agent shall authenticate and deliver to the transferee a new Bond or Bonds of the same series and maturity and in the same denomination as the Bond surrendered for transfer or in different authorized denominations equal in the aggregate to the principal amount of the surrendered Bonds.

(b) Bonds of a particular maturity may be exchanged for one or more Bonds of the same maturity and in the same principal amount, but in a different authorized denomination or denominations of the same series. Each Bond so to be exchanged shall be surrendered by the registered owner thereof or his duly appointed attorney or other legal representative at the corporate trust office of the Paying Agent, whereupon a new Bond or Bonds shall be authenticated and delivered to the registered owner.

(c) In the case of any Bond properly surrendered for partial redemption, the Paying Agent shall authenticate and deliver a new Bond in exchange therefore, such new Bond to be of the same maturity and series and in a denomination equal to the unredeemed principal amount of the surrendered Bond; provided that, at its option, the Paying Agent may certify the amount and date of partial redemption upon the partial redemption certificate, if any, printed on the surrendered Bond and return such surrendered Bond to the registered owner in lieu of an exchange.

Except as provided in subparagraph (c) immediately above, the Paying Agent shall not be required to effect any transfer or exchange during the fifteen (15) days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice, if the Bond to be transferred or exchanged has been called for such redemption. No charge shall be imposed in connection with any transfer or exchange except for taxes or governmental charges related thereto.

No transfers or exchanges shall be valid for any purposes hereunder except as provided above.

New Bonds delivered upon any transfer or exchange shall be valid general obligations of the School District, evidencing the same debt as the Bonds surrendered.

The School District and the Paying Agent may treat the registered owner of any Bond as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and any notice to the contrary shall not be binding upon the School District or the Paying Agent.

Section 8. Execution of Bonds. The Bonds shall be executed by the manual or facsimile signature of the President or Vice President of the


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Governing Body and shall have the corporate seal of the School District or a facsimile thereof affixed thereto, duly attested by the manual or facsimile signature of the Secretary of the School District, and the said officers are hereby authorized and directed to execute the Bonds in such manner. The President or Vice President of the Governing Body (or such other authorized officer of the School District) is hereby authorized and directed to deliver, or cause to be delivered, the Bonds to the purchasers thereof against the full balance of the purchase price therefor. The Bonds shall be authenticated by the Paying Agent.

Section 9. Form of Bonds; CUSIP Numbers. The forms of the Bonds, Paying Agent's authentication certificate and assignment shall be substantially as set forth in Exhibit A and Exhibit B attached hereto.

The Bonds shall be executed in substantially the forms as set forth in Exhibit A and Exhibit B hereto with such appropriate changes, additions or deletions as may be approved by the officers executing the Bonds in the manner provided in Section 8 hereof; such execution shall constitute approval by such officers on behalf of the Governing Body. The opinion of bond counsel is authorized and directed to be printed upon the Bonds.

The School District, pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures (CUSIP) has caused CUSIP numbers to be printed on the Bonds. No representation is made as to the accuracy of said numbers either as printed on the Bonds or as contained in any notice of redemption, and the School District shall have no liability of any sort with respect thereto. Reliance with respect to any redemption notice with respect to the Bonds may be placed only on the identification numbers printed thereon.

Section 10. Temporary Bonds. Until Bonds in definitive form are ready for delivery, the proper officers of the Governing Body may execute and, upon their request in writing, the Paying Agent shall authenticate and deliver in lieu of such Bonds in definitive form one or more printed or typewritten bonds in temporary form, substantially of the tenor of the Bonds hereinbefore described with appropriate omissions, variations and insertions, as may be required. Such bond or bonds in temporary form may be for the principal amount of Five Thousand Dollars ($5,000) or any whole multiple or multiples thereof, as such officers may determine. The aforesaid officers, without unnecessary delay, shall prepare, execute and deliver Bonds in definitive form to the Paying Agent, and thereupon, upon presentation and surrender of the bond or bonds in temporary form, the Paying Agent shall authenticate and deliver, in exchange therefor, Bonds in definitive form in an authorized denomination of the same maturity for the same aggregate principal amount as the bond or bonds in temporary form surrendered. Such exchange shall be made by the School District at its own expense and without any charge therefor. Until so exchanged, the temporary bond or bonds shall be in full force and effect according to their terms.


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Section 11. Manner of Sale; Award of Bonds; Bid Price; Range of Interest Rates. The Governing Body of the School District after due deliberation and investigation has found that a private sale by negotiation is in the best financial interest of the School District and based upon such finding the Governing Body of the School District hereby awards the Bonds, at private sale, to Janney Montgomery Scott LLC and RBC Capital Markets (the "Underwriters"), upon the terms set forth in a "Proposal For and Contract of Purchase", a copy of which is attached hereto and made a part hereof (the "Purchase Contract"). As set forth in the Purchase Contract, the Bonds are purchased at a price of $70,408,713.50, reflecting net original issue premium of $3,695,188.50 and Underwriter's discount of $436,475. Original issue discount and premium changes the effective yield on Bonds of certain maturities as shown in the Purchase Contract.

Section 12. Sinking Fund; Appropriation of Annual Amounts for Payment of Debt Service. There is hereby established a separate sinking fund for the School District for each Series of Bonds designated as "Sinking Fund - Centennial School District General Obligation Bonds, Series [A or B] of 2010" (collectively, the "Sinking Fund") and into the Sinking Fund there shall be paid, when and as required to provide available funds to the Paying Agent no later than the time required for the Paying Agent to meet its obligations hereunder, all moneys necessary to pay the debt service on each series of the Bonds, and the Sinking Fund shall be applied exclusively to the payment of the interest covenanted to be paid upon the Bonds and to the principal thereof at maturity or prior redemption and to no other purpose whatsoever, except as may be authorized by law, until the same shall have been fully paid.

In each of the fiscal years ending June 30, the amounts shown in the Purchase Contract shall be pledged to pay the debt service on the Bonds, and such amounts are annually hereby appropriated to the Sinking Fund for the payment thereof.

Section 13. Debt Proceedings. The Secretary of the School District is hereby authorized and directed to certify to and file with the Pennsylvania Department of Community and Economic Development, in accordance with the Act, a complete and accurate copy of the proceedings taken in connection with the increase of debt authorized hereunder, including the debt statement and borrowing base certificate referred to hereinabove, and to pay the filing fees necessary in connection therewith.

Section 14. Tax Covenant and Representations. The School District hereby covenants that:

(i) The School District will make no use of the proceeds of the Bonds during the term thereof which would cause such Bonds to be "arbitrage


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bonds" within the meaning of section 148 of the Internal Revenue Code of 1986, as amended (the "Code") and that it will comply with the requirements of all Code sections necessary to ensure that the Bonds are described in Code section 103(a) and not described in Code section 103(b) throughout the term of the Bonds; and

(ii) In compliance with section 148(f)(4)(D) of the Code the School District hereby represents that (a) it is a governmental unit with general taxing powers, (b) the Bonds are not "private activity bonds" as defined in the Code, and (c) ninety-five percent or more of the net proceeds of the issue are to be used for local government activities of the School District.

Section 15. Preliminary Official Statement; Official Statement. The Preliminary Official Statement in the form presented at this meeting (a copy of which shall be filed with the records of the School District), is hereby approved and "deemed final", within the meaning of Securities and Exchange Commission Rule 15c2-12, with such subsequent, necessary and appropriate additions or other changes as may be approved by the proper officer of the School District with the advice of counsel. The use and distribution of the Preliminary Official Statement by the Underwriters in the form hereby approved, and the distribution thereof on and after the date hereof, with such subsequent additions or other changes as aforesaid, is hereby authorized in connection with the public offering by the Underwriters of the Bonds. An Official Statement in substantially the same form as the Preliminary Official Statement, with such additions and other changes, if any, as may be approved by the School District's officer executing the same with the advice of counsel, such approval to be conclusively evidenced by the execution thereof, is hereby authorized and directed to be prepared and upon its preparation, to be executed by the President or Vice President of the School District following such investigation as such officer deems necessary as to the contents thereof. The School District hereby further approves the distribution and use of the Official Statement as so prepared and executed in connection with the sale of the Bonds.

Section 16. Continuing Disclosure. The School District shall be responsible for providing all information required by this section, although the Paying Agent may agree pursuant to a written agreement between it and the School District to disseminate such information to the parties identified below. The Paying Agent's sale obligation, if it so agrees, with regard to continuing disclosure is to disseminate information provided to it by the School District. The Paying Agent is not obligated to independently obtain or disseminate any such information.

(a) Continuing Disclosure of Financial Information. The School District shall provide, in accordance with this section and the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,


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electronically through the facilities of the Municipal Services Rulemaking Board's ("MSRB") Electronic Municipal Market Access System ("EMMA") or any other central depository designated by the Commission, in each case as designated by the Commission in accordance with the Rule, within 210 days of the end of each fiscal year, the following information with respect to the School District as the sole obligated person under the Rule:

(i) (A) the School District's annual audited financial statements which are prepared by independent certified public accountants pursuant to Generally Accepted Accounting Principles (GAAP) and which shall be made available no later than 210 days after the end of the School District's fiscal year, beginning with the fiscal year ending June 30, 2010 and an annual updating of the information under the headings "Tax Data for the Fiscal Year Ending June 30, 2010", "Real Estate Tax Collection Data" and "Real Property Value Trend."; and

(B) a copy of the School District's current General Fund Budget, which shall be made available no later than 210 days after the end of the School District's fiscal year, beginning with fiscal year ending June 30, 2010.

(ii) The School District reserves the right to modify from time to time the specific types of information provided and the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the School District, provided that the School District agrees any such modification will be done in a manner consistent with the Rule.

(iii) The School District is not in any manner undertaking to update the information contained in the Official Statement except to provide the annual financial information set forth in this Section.

(b) Disclosure of Material Events.

(i) The School District agrees to either directly disseminate to the parties listed below or, pursuant to a written agreement with the Paying Agent, to notify the Paying Agent in a timely manner in writing, upon obtaining actual knowledge of the same, of such of the events listed below as may apply to the Bonds, if material. The School District or Paying Agent, as applicable, shall be obligated to disseminate in a timely manner to the MSRB electronically as aforesaid, any such notice of the occurrence of such of the events listed below as may apply to the Bonds (which obligation in the case of the Paying Agent shall arise only upon receipt from the School District of a notice, in writing, which describe the event and which states that the event is material within the meaning of the Rule):

(A) principal and interest payment delinquencies;


15

(B) non-payment related defaults;

(C) unscheduled draws on a debt service reserve fund reflecting financial difficulties;

(D) unscheduled draws on credit enhancements reflecting financial difficulties;

(E) substitution of credit or liquidity providers, or their failure to perform;

(F) adverse tax opinions or events affecting the tax-exempt status of the Bonds;

(G) modifications to rights of registered owners;

(H) bond calls;

(I) defeasances;

(J) release, substitution, or sale of property securing repayment of the Bonds; and

(K) rating changes.

(ii) The Paying Agent shall have no obligation to independently provide notices to the MSRB of any of the preceding events, even if the Paying Agent has notified the School District of the occurrence of the event, but rather is obligated only, if so agreed to by the Paying Agent, to disseminate such notice in such form as the School District has provided to it.

(iii) The School District may from time to time choose to provide notice of the occurrence of certain other events, in addition to those listed above, if, in the judgment of the School District, such other event is material with respect to the Bonds, but the School District does not undertake to commit to provide any such notice of the occurrence of any material event except those events listed above.

(c) Failure to Provide Information. The School District shall, directly or through the Paying Agent, if it has entered into a written agreement with the Paying Agent relating to such dissemination, disseminate, in a timely manner, to (i) the MSRB and (ii) the PaSID, or electronically if so authorized or required under the Rule, notice of a failure by the School District to provide the annual financial information with respect to the School District described in (a) above.


16

(d) Termination of Continuing Disclosure Obligation. The School District reserves the right to terminate its obligation to provide annual financial information and notices of material events, as set forth herein, if and when the School District no longer remains an obligated person with respect to the Bonds within the meaning of the Rule. Notwithstanding that the application of the Rule has been imposed upon the School District for the benefit of the registered owners of the Bonds, the obligations of the School District under this section shall terminate in the event that the Rule is determined by a court of competent jurisdiction to be in violation of federal law.

(e) Disclosure for Benefit of Registered Owners; Remedies. The School District agrees that its undertaking, pursuant to the Rule, set forth in (a) and (b) above is required to be for the benefit of the registered owners of the Bonds. A failure by the School District to comply with the provisions of this undertaking shall not constitute an event of default with respect to the Bonds under the Act or otherwise. In the event the School District fails to comply with the provisions of this section within 10 days of receipt of a written request for information which the School District has agreed to provide hereunder by a registered owner of the Bonds, the registered owner shall be limited in its remedies to specific performance or a writ of mandamus in a court of competent jurisdiction to enforce the obligations of the School District under this section.

(f) Amendments. The provisions of this section may be amended without consent of the holders of the Bonds if the School District receives an opinion of counsel that such amendment is consistent with the Rule.

Section 17. Incidental Actions. The proper officers of the School District are hereby authorized, directed and empowered on behalf of the School District to execute any and all agreements, papers and documents and to do or cause to be done any and all acts and things necessary or proper for the carrying out of the purposes of this Resolution, including any investment agreements as may be appropriate in connection with the proceeds of the Bonds.

Section 18. Payment of Issuance Costs. The proper officers of the School District are hereby authorized and directed to pay the costs of issuing and insuring the Bonds at the time of delivery of the Bonds to the Underwriter or thereafter, such costs being estimated in the proposal approved hereby; provided that the total of such costs shall not exceed the amount of Bond proceeds available therefor.

Section 19. Inconsistent Resolutions. All Resolutions or parts of Resolutions inconsistent herewith be and the same hereby are repealed, cancelled and annulled. Section 20. Effective Date. This Resolution shall take effect on the earliest date permitted by the Act.


17

CENTENNIAL SCHOOL DISTRICT

CERTIFICATE OF SECRETARY

The undersigned, Secretary of Centennial School District, HEREBY CERTIFIES that:

1. The foregoing Resolution authorizing the issuance and sale of General Obligation Bonds, Series A of 2010 and General Obligation Bonds, Series B of 2010 of Centennial School District, was duly moved and seconded and adopted by a majority vote of all the members of the Board of Directors of said School District at a duly called and convened public meeting of said Board held on June 22, 2010, that public notice of said meeting was given as required by law; and that the roll of the Board was called and such members voted or were absent as follows:

Name

Dr. Andrew Pollock Thomas Reinboth Betty Huf Kati Driban Michael Hartline Thomas Hezel Jane Schrader Lynch Mark B. Miller Cynthia Mueller

Vote

2. Said Resolution has not been altered, amended, modified or suspended and is still in full force and effect as of the date of the delivery of this Certificate.

WITNESS the hand and seal of Centennial School District as of June 22, 2010.

Timothy E. Vail, Secretary

SEAL


18

No.

EXHIBIT A

$

UNITED STATES OF AMERICA COMMONWEALTH OF PENNSYLVANIA

CENTENNIAL SCHOOL DISTRICT GENERAL OBLIGATION BOND, SERIES A OF 2010

INTEREST RATE

%

MATURITY

DATE

December 15, 20_

DATED DATE

July 2010

CUSIP

REGISTERED OWNER

PRINCIPAL AMOUNT

DOLLARS

Centennial School District, Bucks County, Pennsylvania (the "School District"), existing by and under the laws of the Commonwealth of Pennsylvania, for value received, hereby acknowledges itself indebted and promises to pay to the registered owner named above, or registered assigns, on the maturity date specified above, unless this bond shall have been previously called for redemption in whole or in part and payment of the redemption price shall have been duly made or provided for, the principal amount shown above; and to pay interest thereon at the annual rate specified above (computed on the basis of a 360-day year of twelve 30-day months) from the most recent Regular Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, or from the dated date hereof, if no interest has been paid. Such payments of interest shall be made on December 15, 2010, and on each December 15 and June 15 thereafter (each, a "Regular Interest Payment Date") until the principal or redemption price hereof has been paid or provided for as aforesaid. The principal or redemption price of, and interest on, this bond may be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts.

The principal or redemption price of this bond is payable upon presentation and surrender hereof at the corporate trust office of U.S. Bank National Association, Philadelphia, Pennsylvania, or at the designated office of any additional or appointed alternate or successor paying agent or agents (the "Paying Agent"). Interest shall be paid by check mailed to the registered owner hereof, as shown on the

A-1


19

registration books kept by the Paying Agent as of the close of business on the applicable Regular or Special Record Date (each as hereinafter defined).

The record date for any Regular Interest Payment Date (each, a "Regular Record Date") shall be the last day (whether or not a business day) of the calendar month immediately preceding such Regular Interest Payment Date. In the event of a default in the payment of interest becoming due on any Regular Interest Payment Date, the interest so becoming due shall forthwith cease to be payable to the registered owners otherwise entitled thereto as of such date. Whenever moneys become available for the payment of such overdue interest, the Paying Agent shall on behalf of the School District establish a special record date (which shall be a business day) relating thereto (the "Special Record Date"), and shall mail a notice of such date to the registered owners of all Bonds (as hereinafter defined) at least fifteen (15) days prior to the Special Record Date. Such notice shall be mailed to the registered owner of the Bonds as shown on the registration books kept by the Paying Agent on the fifth (5th) day preceding the date of mailing.

If the date for payment of the principal or redemption price of, and interest on, this bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in each of the cities in which the corporate trust offices of the Paying Agent is located are authorized or required by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment.

The principal or redemption price of, and interest on, this bond are payable without deduction for any tax or taxes, except gift, succession, franchise, excise or inheritance taxes, now or hereafter levied, or assessed thereon under any present or future laws of the Commonwealth of Pennsylvania, all of which taxes, except as above provided, the School District assumes and agrees to pay.

This bond is one of a duly authorized issue of $62,415,000 aggregate principal amount of general obligation bonds of the Centennial School District known as "Centennial School District General Obligation Bonds, Series A of 2010" (the "Bonds"), all of like tenor, except as to interest rate, date of maturity and provisions for redemption. The Bonds are issuable only in the form of fully registered bonds without coupons in the denomination of $5,000 or integral multiples thereof and are issued in accordance with the provisions of the Pennsylvania Local Government Unit Debt Act, as amended (the "Act"), and by virtue of a resolution of the School District duly adopted (the "Resolution"), and the sworn statement of the duly authorized officers of the School District as appears on record in the office of the Pennsylvania Department of Community and Economic Development, Harrisburg, Pennsylvania.

It is covenanted with the registered owners from time to time of this bond that the School District shall (i) include the amount of the debt service for each fiscal

A-2


20

year in which such sums are payable in its budget for that year, (ii) appropriate such amounts from its general revenues for the payment of such debt service, and (iii) duly and punctually payor cause to be paid from its sinking fund or any other of its revenues or funds the principal or redemption price of, and the interest on, this bond at the dates and places and in the manner stated in this bond, according to the true intent and meaning thereof. For such budgeting, appropriation and payment, the School District pledges its full faith, credit and taxing power. As provided in the Act, this covenant shall be specifically enforceable; subject, however, as to the enforceability of remedies to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. Nothing in this paragraph shall be construed to give the School District any taxing power not granted by another provision of law.

OPTIONAL REDEMPTION

The Bonds maturing on or after December 15, 2021, are subject to redemption prior to maturity at the option of the School District, at par and accrued interest to the date fixed for redemption, in whole or in part (and if in part, in such order of maturity as the School District shall select and within a maturity by lot) at any time on and after December 15, 2020.

MANDATORY REDEMPTION

The Bonds maturing on December 15 of the years 2030,2034 and 2037, are subject to mandatory redemption prior to maturity, in order of maturity, in part, by lot, on December 15 of each of the years 2029 through 2036, except in the years 2030 and 2034, at a redemption price of par and accrued interest to the date fixed for redemption, in the principal amounts and as set forth in the Resolution.

Any redemption of this bond under the preceding paragraphs shall be made as provided in the Resolution, upon not less than thirty (30) days' nor more than 60 days' notice, by mailing a copy of the redemption notice by first-class United States mail, postage prepaid, or by another method of giving notice which is acceptable to the Paying Agent and customarily used by fiduciaries for similar notices at the time such notice is given, to each registered owner of the Bonds to be redeemed. Such notice shall be mailed to the address of such registered owner appearing on the registration books of the Paying Agent, unless such notice is waived by the registered owner of the Bonds to be redeemed; provided, however, that failure to give notice of redemption by mailing or any defect in the notice as mailed or in the mailings thereof to the registered owner of any Bond to be redeemed shall not affect the validity of the redemption as to other Bonds for which proper notice shall have been given. In the event that less than the full principal amount hereof shall have been called for redemption, the registered owner hereof shall surrender this bond in exchange for one or more new Bonds in an aggregate principal amount equal to the unredeemed portion of the principal amount hereof.

A-3


21

In lieu of redeeming the principal amount of Bonds set forth in the Resolution on a mandatory redemption date, or any portion thereof, purchases of such Bonds of the particular maturity may be made in accordance with the provisions of the Resolution.

If at the time of the mailing of any notice of redemption the School District shall not have deposited with the Paying Agent moneys sufficient to redeem all the Bonds called for redemption, such notice shall state that it is conditional, that is, subject to the deposit or transfer of the redemption moneys with the Paying Agent not later than the opening of business on the redemption date, and that such notice shall be of no effect unless such moneys are so deposited.

The School District has established a sinking fund with the Paying Agent, as the sinking fund depositary, into which funds for the payment of the principal or redemption price of, and the interest on, the Bonds shall be deposited and available not later than the date fixed for disbursement thereof. The School District has covenanted in the Resolution to make payments out of such sinking fund or out of any other of its revenues or funds, at such times and in such annual amounts, as shall be sufficient for prompt and full payment of the principal or redemption price of, and interest on, this bond.

The School District, pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures (CUSIP), has caused CUSIP numbers to be printed on the Bonds. No representation is made as to the accuracy of said numbers either as printed on the Bonds or as contained in any notice of redemption, and the School District shall have no liability of any sort with respect thereto. Reliance with respect to any redemption notices with respect to the Bonds may be placed only on the identification numbers printed hereon.

No recourse shall be had for the payment of the principal or redemption price of, or interest on, this bond, or for any claim based hereon or on the Resolution, against any member, officer or employee, past, present, or future, of the School District or of any successor body, either directly or through the School District or 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.

This bond is registered as to both principal and interest on the bond register to be kept for that purpose at the corporate trust office of the Paying Agent, and both principal and interest shall be payable only to the registered owner hereof. This bond may be transferred in accordance with the provisions of the Resolution, and no transfer hereof shall be valid unless made at said office by the registered owner or his duly appointed attorney or other legal representative and noted hereon. The Paying Agent is not required to transfer or exchange any Bond during the fifteen days immediately preceding the date of mailing of any notice of redemption or at any time

A-4


22

following the mailing of any such notice, if the Bond to be transferred or exchanged has been called for such redemption. The School District and the Paying Agent may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest hereon and for all other purposes, whether or not this bond shall be overdue. The School District and the Paying Agent shall not be affected by any notice to the contrary.

This bond shall not be valid or become obligatory for any purpose until the Paying Agent's Authentication Certificate printed hereon is duly executed.

IN WITNESS WHEREOF, Centennial School District has caused this bond to be signed in its name by the facsimile signature of the President of its Governing Body and a facsimile of its corporate seal to be printed hereon and attested by the facsimile signature of its Secretary, all as of the 28th day of July, 2010.


[SEAL]

Attest:

(Facsimile) Secretary

By (Facsimile)

President

A-5


23

[FORM OF PAYING AGENT'S AUTHENTICATION CERTIFICATE]

This bond is one of the Bonds described therein. Printed hereon is the complete text of the opinion of Lamb McErlane PC, Bond Counsel, dated the date of the initial delivery of, and payment for, the Bonds, a signed copy of which is on file with the undersigned.

U.S. Bank National Association, as Paying Agent

By __ Authorized Signer

AUTHENTICATION DATE:

A-6


24

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of

survivorship and not as tenants in common

UNIFORM GIFT MIN ACT ..........Custodian ....... . (Cust) (Minor)

under Uniform Gifts to Minors Act. ............ .

(State)

Additional abbreviations may also be used though not in the above list.

[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(Please type or print name, address

(including postal zip code) and social security or other tax identification number of the transferee) the within Bond and all rights thereunder, hereby irrevocably appointing ___________________ his/her attorney to transfer said Bond on the bond register with full power of substitution in the premises. Dated: Signature Guaranteed: By: _________________________ NOTICE:The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

A-7


25

No.

EXHIBIT B

$

UNITED STATES OF AMERICA COMMONWEALTH OF PENNSYLVANIA

CENTENNIAL SCHOOL DISTRICT GENERAL OBLIGATION BOND, SERIES B OF 2010

INTEREST RATE

%

MATURITY

DATE

December 15, 20____

DATED DATE

July 2010

CUSIP

REGISTERED OWNER

PRINCIPAL AMOUNT

DOLLARS

Centennial School District, Bucks County, Pennsylvania (the "School District"), existing by and under the laws of the Commonwealth of Pennsylvania, for value received, hereby acknowledges itself indebted and promises to pay to the registered owner named above, or registered assigns, on the maturity date specified above, unless this bond shall have been previously called for redemption in whole or in part and payment of the redemption price shall have been duly made or provided for, the principal amount shown above; and to pay interest thereon at the annual rate specified above (computed on the basis of a 360-day year of twelve 30-day months) from the most recent Regular Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, or from the dated date hereof, if no interest has been paid. Such payments of interest shall be made on December 15, 2010, and on each December 15 and June 15 thereafter (each, a "Regular Interest Payment Date") until the principal or redemption price hereof has been paid or provided for as aforesaid. The principal or redemption price of, and interest on, this bond may be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts.

The principal or redemption price of this bond is payable upon presentation and surrender hereof at the corporate trust office of U.S. Bank National Association, Philadelphia, Pennsylvania, or at the designated office of any additional or appointed alternate or successor paying agent or agents (the "Paying Agent"). Interest shall be paid by check mailed to the registered owner hereof, as shown on the registration books kept by the Paying Agent as of the close of business on the applicable Regular or Special Record Date (each as hereinafter defined).

B-1


26

The record date for any Regular Interest Payment Date (each, a "Regular Record Date") shall be the last day (whether or not a business day) of the calendar month immediately preceding such Regular Interest Payment Date. In the event of a default in the payment of interest becoming due on any Regular Interest Payment Date, the interest so becoming due shall forthwith cease to be payable to the registered owners otherwise entitled thereto as of such date. Whenever moneys become available for the payment of such overdue interest, the Paying Agent shall on behalf of the School District establish a special record date (which shall be a business day) relating thereto (the "Special Record Date"), and shall mail a notice of such date to the registered owners of all Bonds (as hereinafter defined) at least fifteen (15) days prior to the Special Record Date. Such notice shall be mailed to the registered owner of the Bonds as shown on the registration books kept by the Paying Agent on the fifth (5th) day preceding the date of mailing.

If the date for payment of the principal or redemption price of, and interest on, this bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in each of the cities in which the corporate trust offices of the Paying Agent is located are authorized or required by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment.

The principal or redemption price of, and interest on, this bond are payable without deduction for any tax or taxes, except gift, succession, franchise, excise or inheritance taxes, now or hereafter levied, or assessed thereon under any present or future laws of the Commonwealth of Pennsylvania, all of which taxes, except as above provided, the School District assumes and agrees to pay.

This bond is one of a duly authorized issue of $4,735,000 aggregate principal amount of general obligation bonds of the Centennial School District known as "Centennial School District General Obligation Bonds, Series B of 2010" (the "Bonds"), all of like tenor, except as to interest rate, date of maturity and provisions for redemption. The Bonds are issuable only in the form of fully registered bonds without coupons in the denomination of $5,000 or integral multiples thereof and are issued in accordance with the provisions of the Pennsylvania Local Government Unit Debt Act, as amended (the "Act"), and by virtue of a resolution of the School District duly adopted (the "Resolution"), and the sworn statement of the duly authorized officers of the School District as appears on record in the office of the Pennsylvania Department of Community and Economic Development, Harrisburg, Pennsylvania.

It is covenanted with the registered owners from time to time of this bond that the School District shall (i) include the amount of the debt service for each fiscal year in which such sums are payable in its budget for that year, (ii) appropriate such amounts from its general revenues for the payment of such debt service, and (iii) duly and punctually payor cause to be paid from its sinking fund or any other of its revenues

B-2


27

or funds the principal or redemption price of, and the interest on, this bond at the dates and places and in the manner stated in this bond, according to the true intent and meaning thereof. For such budgeting, appropriation and payment, the School District pledges its full faith, credit and taxing power. As provided in the Act, this covenant shall be specifically enforceable; subject, however, as to the enforceability of remedies to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. Nothing in this paragraph shall be construed to give the School District any taxing power not granted by another provision of law.

OPTIONAL REDEMPTION

The Bonds are not subject to redemption prior to maturity.

The School District has established a sinking fund with the Paying Agent, as the sinking fund depositary, into which funds for the payment of the principal or redemption price of, and the interest on, the Bonds shall be deposited and available not later than the date fixed for disbursement thereof. The School District has covenanted in the Resolution to make payments out of such sinking fund or out of any other of its revenues or funds, at such times and in such annual amounts, as shall be sufficient for prompt and full payment of the principal or redemption price of, and interest on, this bond.

The School District, pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures (CUSIP), has caused CUSIP numbers to be printed on the Bonds. No representation is made as to the accuracy of said numbers either as printed on the Bonds or as contained in any notice of redemption, and the School District shall have no liability of any sort with respect thereto. Reliance with respect to any redemption notices with respect to the Bonds may be placed only on the identification numbers printed hereon.

No recourse shall be had for the payment of the principal or redemption price of, or interest on, this bond, or for any claim based hereon or on the Resolution, against any member, officer or employee, past, present, or future, of the School District or of any successor body, either directly or through the School District or 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.

This bond is registered as to both principal and interest on the bond register to be kept for that purpose at the corporate trust office of the Paying Agent, and both principal and interest shall be payable only to the registered owner hereof. This bond may be transferred in accordance with the provisions of the Resolution, and no transfer hereof shall be valid unless made at said office by the registered owner or his duly appointed attorney or other legal representative and noted hereon. The Paying

B-3


28

Agent is not required to transfer or exchange any Bond during the fifteen days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice, if the Bond to be transferred or exchanged has been called for such redemption. The School District and the Paying Agent may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest hereon and for all other purposes, whether or not this bond shall be overdue. The School District and the Paying Agent shall not be affected by any notice to the contrary.

This bond shall not be valid or become obligatory for any purpose until the Paying Agent's Authentication Certificate printed hereon is duly executed.

IN WITNESS WHEREOF, Centennial School District has caused this bond to be signed in its name by the facsimile signature of the President of its Governing Body and a facsimile of its corporate seal to be printed hereon and attested by the facsimile signature of its Secretary, all as of the 28th day of July, 2010.


[SEAL]

Attest:

(Facsimile) Secretary

By (Facsimile)

President

B-4


29

[FORM OF PAYING AGENT'S AUTHENTICATION CERTIFICATE]

This bond is one of the Bonds described therein. Printed on the reverse hereof is the complete text of the opinion of Lamb McErlane PC, Bond Counsel, dated the date of the initial delivery of, and payment for, the Bonds, a signed copy of which is on file with the undersigned.

U.S. Bank National Association, as Paying Agent

By _________________________ _ Authorized Signer AUTHENTICATION DATE:

B-5


30

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of

survivorship and not as tenants in common

UNIFORM GIFT MIN ACT ......... Custodian ........ . (Cust) (Minor)

under Uniform Gifts to Minors Act. ............ .

(State)

Additional abbreviations may also be used though not in the above list.

[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(Please type or print name, address

(including postal zip code) and social security or other tax identification number of the transferee) the within Bond and all rights thereunder, hereby irrevocably appointing ____________________his/her attorney to transfer said Bond on the bond register with full power of substitution in the premises. Dated: Signature Guaranteed: By: ________________________ NOTICE:The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

B-6


31

Text of Opinion of Lamb McErlane PC, Bond Counsel

Re: Centennial School District $67,150,000 General Obligation Bonds, Series A and B of 2010

You have requested our opinion as to the legality of the above general obligation bonds (the "Bonds"). The Bonds are issued by the Centennial School District, Bucks County, Pennsylvania (the "School District"), under the provisions of the Pennsylvania Local Government Unit Debt Act, as amended (the "Act"), and pursuant to a Resolution adopted by the Board of Directors of the School District on June 22, 2010 (the "Resolution"). The Bonds are being issued to provide the funds necessary to finance the costs of a project involving renovations and additions to the Willow Dale Elementary School, construct and equip two new elementary schools, refund an outstanding series of general obligation bonds, and to pay the costs of issuing the Bonds.

The School District has covenanted in the Resolution (i) to include the amount of debt service for the Bonds for each fiscal year in which such sums are due and payable in its budget for that year, (ii) to appropriate such amounts from its general revenues for the payment of such debt service, and (iii) to duly and punctually pay, or cause to be paid, from its sinking fund or any other of its revenues or funds, the principal or redemption price of, and interest on, the Bonds at the dates and places 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 in the Resolution has pledged its full faith, credit and taxing power.

As Bond Counsel for the School District, we have examined the relevant provisions of the Constitution of the Commonwealth of Pennsylvania; the Acts of Assembly pursuant to which the Bonds are authorized, issued and sold; the transcript of proceedings filed with the Pennsylvania Department of Community and Economic Development (the "Department"); and certain statements, affidavits and other documents which we have considered pertinent.

In rendering this opinion we have examined and relied upon the opinion of Begley, Carlin and Mandio, Counsel to the School District and the accuracy of the statements and representations and the performance of the covenants of the School District set forth in the Resolution and the School District's Tax Certificate and Agreement delivered on this date in connection with the issuance of the Bonds.

Based on the foregoing, we are of the opinion that:

1. The School District is authorized under the provisions of the Constitution and laws of the Commonwealth of Pennsylvania to issue the Bonds for the purposes above set forth, and the School District has authorized the issuance thereof.

B-7

2. As indicated in the School District's debt statement filed with the Department in connection with the issuance of the Bonds, outstanding debt of the School District, including debt represented by the Bonds, is within the debt limitations of the Act.

3. The Bonds are the valid and binding general obligations of the School District payable from the revenues of the School District from whatever source derived, which revenues, at the time of the issuance and sale of the Bonds, include ad valorem taxes levied upon all the taxable property within the School District within the limits prescribed by law.

4. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax and corporate net income tax.

5. Interest on the Bonds is excluded from gross income for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed upon individuals and corporations. Interest on a Bond held by a corporation (other than an S corporation, regulated investment company, real estate investment trust or real estate mortgage investment conduit) may be indirectly subject to alternative minimum tax because of its inclusion in the reported income or earnings and profits of the corporate holder. Interest on a Bond held by a foreign corporation may be subject to the branch profits tax imposed by the Internal Revenue Code of 1986, as amended (the "Code").

Ownership of the Bonds may give rise to collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement Benefits. We express no opinion as to such collateral federal income tax consequences.

The initial public offering price of Bonds of certain maturities (the "Discount Bonds") is less than the amount payable at maturity. An amount not less than the difference between the initial public offering price of the Discount Bonds and the amount payable at maturity constitutes original issue discount. We are of the opinion that the appropriate portion of such original issue discount allocable to the original and each subsequent holder of a Discount Bond will, upon sale, exchange, redemption or payment at maturity of such Discount Bond, be treated as interest and excluded from gross income for federal income tax purposes to the same extent as the stated interest on the Discount Bonds.

In providing this opinion, we advise you that it may be determined in the future that interest on the Bonds, retroactive to the date of issuance thereof or prospectively, will not be excluded from the gross income of the owners of the Bonds for federal income tax purposes if certain requirements of the Code are not met. The School District has covenanted in the Resolution to comply with such requirements.

LAMB McERLANE PC

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CENTENNIAL BOARD OF SCHOOL DIRECTORS WORK … · 2010. 8. 18. · Minutes - Board Meeting – June...

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