AGENDA Phila de lph ia Aut horit y f or Industrial Developm ent TO: FROM: THE MEMBERS OF THE BOARD OF DIRECTORS OF THE PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT PAUL J. DEEGAN, SECRETARY The following is the Agenda for the Meeting of the Board of Directors of the Philadelphia Authority for Industrial Development to be held on Tuesday, June 16, 2015, at 5:00 p.m. in PIDC s Board Room, 26th Floor, Centre Square West, 1500 Market Street, Philadelphia, PA. I. Approval of the Minutes of the Authority for the meeting held on June 2, 2015. II. Consider and approve the following Resolutions authorizing PAID to: A. Execute and deliver Financial Guarantees in favor of the Philadelphia 2016 Host Committee in hosting the Democratic National Convention; B. Adopt the Pennsylvania Department of Transportation s modified consultant selection procedures for specific use on Langley Avenue Project; C. Consent to the issuance of an Outside Authority Bond Issue on behalf of NorthEast Treatment Centers; D. Issue tax-exempt bond financing on behalf of the University of the Arts. 1500 MARKET STREET SUITE 2600 WEST PHILADELPHIA PA WWW PAID-PA.ORG 215.496.8020
June 16, 2015 RESOLUTION Philadelphia Authority for Industrial Development Philadelphia 2016 Host Committee A Resolution authorizing the Philadelphia Authority for Industrial Development ("PAID") to execute and deliver a Guarantee Agreement in favor of Philadelphia 2016 Host Committee (the Host Committee ) in an amount up to the sum of $15,000,000 plus accrued and unpaid interest thereon, a PAID Services Contract with the City of Philadelphia, a Reimbursement Agreement with the Host Committee, and any other agreements and documents as may be reasonably necessary to provide a financial guarantee of the obligations of the Host Committee in hosting the Democratic National Convention in the year 2016. Background The Host Committee is a Pennsylvania non-profit corporation qualified under Section 501(c)(3) of the Internal Revenue Code for the purpose of being the official host for the Democratic National Convention in the year 2016. The Democratic National Committee ("DNC") requires that the Host Committee obtain a Letter of Credit to be drawn in the event that the Host Committee does not fulfill its fundraising obligations. The issuing bank requires that the Letter of Credit be guaranteed by the City of Philadelphia. The Host Committee and the City have requested that PAID provide such a guarantee, and the City has agreed to cover any liability of PAID under such guaranty through a Service Agreement. The Letter of Credit will be in the amount up to $15,000,000. The City is agreeing to make payments on the Letter of Credit on any outstanding amounts, consisting of principal and accrued and unpaid interest thereon, that exist as of January, 2, 2017. The City will have 5 years from that date to repay any obligations. The Service Agreement has been introduced by City Council as bill #150508.
June 16, 2015 RESOLUTION Philadelphia Authority for Industrial Development A Resolution authorizing the Philadelphia Authority for Industrial Development (PAID) to adopt PennDOT s modified consultant selection procedures, as attached, to select a consultant for construction inspection services for specific use on the Langley Avenue Project. BACKGROUND In 2009, PAID entered into an assignment agreement with the City of Philadelphia (the City), which transferred the sponsorship of the 26th Street/Langley Avenue/Broad Street improvement project at The Navy Yard from the City to PAID. This project overall will redesign and rebuild Langley Avenue from 26 th Street to Broad Street. It will greatly improve safety and access across the north end of the Navy Yard by realigning and reconstructing the roadway and will include street lighting and storm water drainage improvements. Estimated construction cost is $9.2 million (March 2015) and will be funded through a combination of federal, state, and city capital sources.
D-30 (2-15) Appendix 7A 1 of 4 www.dot.state.pa.us POLICY AND PROCEDURE FOR CONSULTANT SELECTION The following procedures have been adopted by the Philadelphia Authority for Industrial Development (PAID) as authorized by action of the Board on. These procedures shall be used for the orderly determination of the need to use consulting engineering firms, qualification and selection of firms, and general administration and monitoring of the engineering agreements. A detailed scope of work, describing the project, its location, and services required, will be prepared. An advertisement including the DBE Goal Request will be submitted in ECMS to PennDOT s Contract Management Section. Advertising the request for statements of interest from consulting firms interested in performing the required engineering services will appear in two local publications. The advertisement will note the name of the project, due date, time and location of the statement of interest, the project owner, and the website link to where the following information can be obtained: a) Location and brief description of the required engineering services. b) Indication of the method of procurement as competitive negotiations; c) A statement that PAID encourages responses from small firms, minority firms, and firms who have not previously performed work for PAID. d) The Disadvantaged Business Enterprise Goal, if any. Or nondiscrimination provisions to encourage the prime to notify DBE subconsultants of contracting opportunities associated with the agreement and solicit their participation, if DBE Goals are not required for the agreement. e) A statement that indicates whether the modified or normal selection method will be used. f) A list, in order of importance, of the selection criteria against which the statements of interest will be reviewed. g) A requirement that responding consultants must be registered business partners in ECMS with their qualification packages submitted prior to the submission of the SOI. h) Contact information for project discussions. i) Cut-off time for response to the advertisement (minimum of two weeks). Three consultants will be selected from those consultants who submit statements of interest. A qualification selection committee (the PAID Selection Committee ), shall consist of the following three people: a. Monica Trudeau b. Carmen Zappile c. Will Agate
D-30 (2-15) Appendix 7A 2 of 4 POLICY AND PROCEDURE FOR CONSULTANT SELECTION and they shall review the qualifications of consultants who submit statements of interest as well as their responsiveness to the requirements of the advertisement. Documentation of consultants considered and the committee's recommendation shall be maintained in the project file. The PAID Selection Committee shall review the recommendations of the qualification committee and select three firms to be recommended to the Pennsylvania Department of Transportation (hereinafter called the Department) as the consultants to prepare a proposal. Upon receipt of the approval of the consultants from the Department, a technical proposal shall be requested from the consultants. The request for technical proposals shall include a brief written scope of work. The consultants will be invited to a scope of work meeting at which time the project will be explained in detail. Representatives from the Department will be invited to the meeting. The consultants will be advised of the applicable Federal regulations, review procedures, contract format, and administration. A copy of the Department's Publication 442 will be supplied to the consultants with the understanding that the specifications will be made a part of the contract. The consultants will be given a name and phone number to contact in case they would have any questions during the preparation of their proposal. Upon receipt of the technical proposals from the consultants, the qualification committee shall review the technical proposals and make a recommendation for the ranking of the shortlisted consultants for the purpose of negotiating an engineering agreement. The PAID Selection Committee shall document the reasons for their recommendation. PAID Selection Committee shall conduct discussions with the firms to consider anticipated concepts and compare alternative methods for furnishing services. The PAID Selection Committee shall review the recommendation of the qualification committee and rank, in order of preference, the firms. The ranking will be recommended to the Department for approval. Documentation supporting the ranking of the consultants shall be forwarded to the Department when requesting approval of the consultant's ranking. The Department shall approve and/or comment on the PAID recommended ranking. PAID will request a price proposal from the approved first ranked firm and submit the appropriate number of copies to the Department
D-30 (2-15) Appendix 7A 3 of 4 POLICY AND PROCEDURE FOR CONSULTANT SELECTION The Department will conduct the pre-award evaluation and schedule and hold negotiations, if necessary. The agreement will be prepared by the Department and circulated for signatures. It is understood that the consultant cannot begin work until the Federal authorization has been obtained, and both the engineering Agreement and the Reimbursement Agreement have been fully executed, and notification of this fact has been received by PAID. The PAID Selection Committee will designate a person to perform liaison activities between the PAID, the Department, and the consultant. PAID will enter into a reimbursement agreement with the Department setting forth the methods for reimbursing the federal funds to PAID. The reimbursement agreement will be prepared by the Department. During the life of the engineering agreement, monthly (or at other appropriate times) meetings will be held with the consultant and the designated liaison person. The Department will be invited to attend these meetings. Documentation of these meetings will be included in the project file. Partial payment invoices for work performed will be processed as provided by Publication 442. After review and approval of the invoices bypaid, the invoices will be paid. The invoices will in turn be forwarded to the Department with recommendation for reimbursement of the Federal and/or State share. Prior to termination of services and payment of the final invoice, a joint review will be made by the Department and PAID to insure the propriety of claims and that all terms and conditions of the contract have been satisfied. Documentation of these findings will be submitted to the Department with the final invoice. The PAID designated liaison person will complete copies of the Form D-429, "Past Performance Report for Consultant Engineers", see Appendix 7F or Form D-429 CI, Past Performance Report for Consultant Engineers Construction Inspection, see Appendix 7G. It is understood and made part of these procedures that the employees of PAID will neither solicit nor accept gratuities, favors, or anything of monetary value from consultants or contractors or potential consultants or contractors. Violators of said standards will be subject to dismissal from their employment with PAID by order of PAID.
D-30 (2-15) Appendix 7A 4 of 4 POLICY AND PROCEDURE FOR www.dot.state.pa.us CONSULTANT SELECTION NOW, THEREFORE BE IT FURTHER RESOLVED that the this day of Board, 20, on behalf of the hereby accept the aforesaid policies and procedures. PAID UPON MOTION DULY MADE and seconded, the above resolution as adopted the day and year set forth above. ATTEST: PAID BY BY Title
June 16, 2015 RESOLUTION Philadelphia Authority for Industrial Development NorthEast Treatment Centers, Inc. (the Borrower or NET ) Outside Authority Bond Issue A Resolution authorizing Philadelphia Authority for Industrial Development s ( PAID or the Authority ) consent for the issuance of bank qualified bonds, in an amount not to exceed $7,000,000 through the Bangor Area Commercial and Industrial Development Authority ( BACIDA ), on behalf of the Borrower. BACIDA is a qualified small issuer and eligible issuer of bank-qualified tax-exempt bonds. The proceeds will be used to finance (i) the costs (including the reimbursement and refinancing thereof) of the purchase of two lots with existing buildings located at 7520 and 7550 State Road, in the city of Philadelphia, (ii) the conversion, furnishing and equipping of approximately 26,000 square feet of existing warehouse space located at 7520 State Road into office space, outpatient treatment space for adult drug and alcohol counseling, children's behavioral health counseling, and programs for children with autism, as well as the upgrade of associated utilities; (iii) the demolition of a smaller building located at 7550 State Road, for the construction of a parking lot (iv) the overall rehabilitation and improvement of the space on both lots at 7520 State Road and 7550 State Road; and (v) costs of issuance. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements, and to do such other acts necessary to assist the Borrower upon such terms and conditions as they deem to be in the best interests of the Authority. BACKGROUND Currently one of the largest behavioral health and social service agencies in Southeastern Pennsylvania, NET is a Pennsylvania, licensed and accredited non-profit organization, which offers a range of behavioral health, mental health, addiction, foster care, community-based, residential, and in-home social services to adults, adolescents, children and families. On May 20, 2008, the PAID Board authorized a tax-exempt bank qualified issuance through the Upper Gwynedd Township Industrial Development Authority in an amount of $1,700,000. The proceeds were used for the acquisition, demolition, renovation, construction, and equipping of a facility located at 4625 Frankford Avenue, and the payment of costs of issuance. This financing closed on July 15, 2008. Wilmington Trust of Pennsylvania was the lender.
PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT RESOLUTION APPROVING THE FINANCING BY THE BANGOR AREA COMMERCIAL AND INDUSTRIAL DEVELOPMENT AUTHORITY OF A CAPITAL PROJECT ON BEHALF OF NORTHEAST TREATMENT CENTERS, INC. WHEREAS, NorthEast Treatment Centers, Inc. (the Borrower ), a Pennsylvania nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), was formed for the purposes of providing comprehensive behavioral healthcare services and supportive social services to adults, adolescents, children, and their families; and WHEREAS, the Borrower has requested that the Bangor Area Commercial and Industrial Development Authority ("BACIDA ) provide financial assistance by undertaking a program (the Capital Project ) consisting of financing the costs (including the reimbursement and refinancing thereof) of the purchase of two lots with existing buildings located at 7520 State Road and 7550 State Road in the city of Philadelphia, Pennsylvania, the conversion of approximately 26,000 square feet of existing warehouse space into office space, and outpatient treatment space for adult drug and alcohol counseling, children's behavioral health counseling, and programs for children with autism, the demolition of a second building, the construction of a parking lot, the furnishing and equipping of the building, and the overall rehabilitation and improvement of the space, and has requested that BACIDA issue up to $7,000,000 of its bank-qualified tax-exempt Revenue Bonds (the 2015 Bonds ) to fund the costs of the Capital Project, including the costs of issuance of the 2015 Bonds; and WHEREAS, BACIDA has approved a resolution determining that the Capital Project will promote the general health, employment, and welfare of the people of the Bangor area as it improves the ability of the Borrower to better administer and manage its facilities in that area; and WHEREAS, BACIDA has approved the Capital Project and desires to undertake the financing of the Capital Project with the consent and approval of PAID; and WHEREAS, in connection with the financing by BACIDA of the Capital Project, PAID will be required to conduct a public hearing and to cooperate with appropriate officials of the City of Philadelphia for the purpose of securing the necessary public approval required under Section 147(f) of the Code; and NOW, THEREFORE, BE IT RESOLVED, by the Philadelphia Authority for Industrial Development as follows: 1. PAID hereby consents and approves the financing of the Capital Project by BACIDA as described herein and as described in the financing application of BACIDA prepared under the Pennsylvania Economic Development Financing Law, a copy of which has been provided to PAID. 2. The appropriate officers of PAID are hereby authorized and directed to take such action as may be necessary or desirable to assist BACIDA in connection with the Capital Project including, without limitation, conducting a public hearing with respect to the Capital Project and the issuance of the 2015 Bonds by BACIDA and to seek the approval of the Mayor of the City of Philadelphia, all as required by Section 147 of the Code. 3. All costs of the Capital Project, including fees and expenses of PAID, shall be paid by the Borrower from the proceeds of the financing or otherwise from its available funds, and PAID shall have no responsibility therefor.
4. BACIDA reasonably anticipates that it, and any other entities issuing debt on its behalf will not issue, in the aggregate, more than $10,000,000 of tax-exempt obligations during calendar year 2015. 5. This Resolution shall take effect immediately upon adoption. Adopted this 16 th day of June, 2015. 2.
I, the Secretary of Philadelphia Authority for Industrial Development, do hereby certify that the foregoing is a true, correct and complete copy of a resolution adopted by the Authority at a meeting held on June 16, 2015, notice of which was given in accordance with the requirements of law and the by-laws of the Authority and at which a quorum of the Authority was present and acted throughout; and that such resolution has not been amended, modified or repealed. Secretary 3.
June 16, 2015 RESOLUTION Philadelphia Authority for Industrial Development The University of the Arts (the University or Borrower ) A Resolution authorizing the issuance of one or more series of revenue bonds (the Bonds ) through the Philadelphia Authority for Industrial Development ( PAID or the Authority ) in the form attached hereto, in an amount not to exceed $8,000,000, on behalf of the Borrower. The proceeds of the bonds will be used to finance (i) the refunding of an outstanding bank loan (ii) additional capital projects, renovations, and repairs of the University s facilities and (iii) costs of issuance. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements, and to do such other acts necessary to assist the Borrower, upon such terms and conditions as they deem to be in the best interests of the Authority. BACKGROUND The University, founded in in 1876 as a part of the Philadelphia Museum of Art (the Museum ) was originally known as the School of Industrial Art. In 1949, the University changed its name to the Philadelphia Museum School of Art, which reflected expanded programs which trained artists in a variety of areas. The University received accreditation as a college in 1959, and in 1964, it separated from the Museum to become the Philadelphia College of Art. In 1985, the Philadelphia College of Art and the Philadelphia College of Performing Arts merged to become the Philadelphia Colleges of the Arts. This merger brought the University one step closer to becoming the nation's first comprehensive arts university. In 1987 university status was granted and the University became the largest institution of its kind in the nation, offering programs in design, fine arts, media arts, crafts, music, dance and theater. On May 19, 2015, the PAID Board authorized a tax-exempt financing on behalf of the University. The proceeds were to be used for refinancing an existing bank loan and the payment of costs of issuance. Since PAID s approval, the scope of the project was been revised and Bond Counsel advised the expanded scope required new authorization. This is the University s first tax-exempt bond financing through the Philadelphia Authority for Industrial Development.
PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT PHILADELPHIA COUNTY, PHILADELPHIA RESOLUTION Adopted: June 16, 2015 APPROVING THE FORM OF AND AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF A FINANCING AGREEMENT; AUTHORIZING THE ISSUANCE OF UP TO $8,000,000 AGGREGATE PRINCIPAL AMOUNT UNIVERSITY REVENUE BOND (THE UNIVERSITY OF THE ARTS PROJECT), SERIES OF 2015; AUTHORIZING THE UNDERTAKING OF A PROJECT DESCRIBED HEREIN, AND THE PAYMENT OF BOND ISSUANCE EXPENSES; AUTHORIZING OFFICERS OF THE AUTHORITY TO TAKE RELATED ACTIONS; AND REPEALING INCONSISTENT RESOLUTIONS. WHEREAS, the Philadelphia Authority for Industrial Development (the Authority ) is an industrial development authority existing under and governed by the provisions of the Pennsylvania Economic Development Financing Law (formerly the Industrial and Commercial Development Law), Act of 1957, as amended; and WHEREAS, the Act vests the Authority, inter alia, with power to provide financing and the development and promotion of commercial facilities, including higher education facilities; and WHEREAS, The University of the Arts is a Pennsylvania nonprofit corporation (the University ), organized and existing under the laws of the Commonwealth of Pennsylvania; and WHEREAS, the University has requested the Authority to provide funds for a project consisting of: (a) refunding of a bank loan, the proceeds of which were used to refund certain tax-exempt bonds, which bonds were used to finance the cost of renovation and various capital improvements to the University s educational facilities located in Philadelphia, Pennsylvania (the Facilities ), (b) financing of certain capital improvements, renovations and repairs to the
Facilities, and (c) paying bond issuance expenses and related costs and expenses (the Project ); and WHEREAS, at the request of the University, the Authority has determined that it is in the best interests of the residents of the City of Philadelphia to participate in the financing of the Project and to issue for such purpose up to $8,000,000 in aggregate principal amount a university revenue bond to be designated Philadelphia Authority for Industrial Development University Revenue Bond (The University of the Arts Project), Series of 2015 (the 2015 Bond ); and WHEREAS, the Authority desires to issue the 2015 Bond under the terms of a Financing Agreement (the Financing Agreement ), which shall secure the 2015 Bond and provide for the payment of amounts thereunder sufficient to pay the principal, redemption price or purchase price of, and interest on, the 2015 Bond; and WHEREAS, TD Bank, N. A. (the Purchaser ), will purchase the 2015 Bond pursuant to the terms and subject to the conditions set forth in the Financing Agreement; and WHEREAS, certain Board actions are required to be taken by the Authority as a prerequisite to the issuance and sale of the 2015 Bond; NOW THEREFORE, BE IT RESOLVED, by the Board of the Authority that: Section 1. Pursuant to the provisions of the Act and subject to the conditions hereinafter set forth, the Authority hereby declares the financing of the Project to be an authorized undertaking of the Authority for the purpose of providing funds for the Project, and the Authority hereby authorizes the issuance of the 2015 Bond in fully registered form in an aggregate principal amount not to exceed $8,000,000. -2-
Section 2. The 2015 Bond shall be issued and secured under the terms of the Financing Agreement by certain revenues and monies of the University, which are pledged for the payment of principal or redemption price of, and interest on, the 2015 Bond. Section 3. The Chairman or Vice-Chairman of the Authority is hereby authorized and directed to execute, acknowledge and deliver, and the Secretary or Assistant Secretary is hereby authorized and directed to affix and attest the corporate seal of the Authority to, the Financing Agreement in such form as shall be approved by such officers executing the same with such changes therein as counsel to the Authority may advise and the officers executing the same may approve, their approval to be conclusively evidenced by their execution of said document. All payments which under the terms of the Financing Agreement are to be made to the Authority (excluding therefrom administrative expenses of the Authority and the Authority s rights to indemnification thereunder), will be assigned, transferred, pledged and set over unto the Purchaser for the purposes and under the provisions of the Financing Agreement. Section 4. The form of the 2015 Bond in such form as will be contained in the form of the Financing Agreement approved in Section 3 hereof is hereby approved, with appropriate insertions and variations therefrom as are necessary or desirable to conform to the final terms of the 2015 Bond provided in the Financing Agreement. The 2015 Bond shall be executed on behalf of the Authority by the manual or facsimile signatures of the Chairman or Vice-Chairman of the Authority and shall bear the Authority seal or a facsimile thereof, attested by the Secretary or Assistant Secretary of the Authority. Following such execution, the Chairman or Vice- Chairman is authorized and directed to deliver the 2015 Bond to the Purchaser against receipt of the agreed purchase price plus accrued interest due, if any. -3-
Section 5. The Chairman or Vice-Chairman of the Authority is hereby authorized and directed to execute and deliver the Financing Agreement in such form as approved by such officers executing the same and subject to such changes and modifications therein as counsel may advise and the officers executing the same may approve, the execution thereof to be conclusive evidence of such approval; provided that the aggregate principal amount of the 2015 Bond does not exceed $8,000,000. Section 6. The appropriate officers of the Authority are hereby authorized, empowered and directed on behalf of the Authority (a) to execute, acknowledge and deliver and cause the corporate seal of the Authority to be affixed thereto, duly attested by the Secretary or the Assistant Secretary, any and all papers and documents, and to take all such other action not inconsistent with law, as may be necessary or appropriate in order to effectuate the execution and delivery of the agreements and documents approved herein, and any other documents necessary or appropriate in connection therewith, including appropriate financing statements, and (b) to do or cause to be done any and all acts and things necessary and proper for the execution or carrying out of the purposes of this Resolution, the Project, the Financing Agreement, the issuance and delivery of the 2015 Bond, and the transactions contemplated under the foregoing documents. Section 7. All prior resolutions or parts thereof inconsistent herewith are hereby rescinded, cancelled and annulled. Section 8. This Resolution shall take effect immediately upon its adoption. -4-
I, the (Assistant) Secretary of Philadelphia Authority for Industrial Development, do hereby certify that the foregoing is a true, correct and complete copy of a resolution adopted by the Authority at a meeting held on June 16, 2015 notice of which was given in accordance with the requirements of law and the by-laws of the Authority and at which a quorum of the Authority was present and acted throughout; and that such resolution has not been amended, modified or repealed. (Assistant) Secretary [SEAL] -5-