April 24, 2025
DeKalb County School District
Sam Moss Service Center
Tucker, GA 30084
Re: Letter of Intent for Underwriting Services - Potential Bond Program:
Dear Dr. Devon Horton, Superintendent and Mr. Erick Hofstetter, Chief Operating Officer:
In order for Raymond James & Associates, Inc. (“RJA”) to give you advice regarding one or more related
transactions, and to document our compliance with an exception to the Municipal Advisor Rule, we ask
that you agree, and acknowledge by signing below, to the following:
The DeKalb County School District (the “School District”) is aware of the “Municipal Advisor Rule” of the
Securities and Exchange Commission (effective July 1, 2014) and the underwriter exception from the
definition of “municipal advisor” for a firm serving as an underwriter for one or more series of bonds or
other municipal securities.
The School District wishes to engage RJA as the underwriter for potential Certificates of Participation (or
Lease), Revenue Bonds, and/or General Obligation Bonds to be issued to finance athletic facilities, other
capital projects, and to pay costs of issuance. As an underwriter, RJA may provide advice to the School
District on the structure, timing, terms, and other similar matters concerning the Obligations.
It is the School District’s present intention that RJA will underwrite the Obligations, subject to
satisfaction of applicable procurement laws, formal approval by the School District, finalizing the
structure of the Bonds, and the execution of a mutually agreed upon Bond Purchase Agreement. While
the School District presently engages RJA as the underwriter for the Bonds, this engagement letter is
preliminary and nonbinding, and may be terminated at any time by either the School District or RJA
without liability or obligation on the part of either party. Furthermore, this Letter of Intent also serves
as the District’s acknowledgement of the required G-17 Disclosure Letter.
Sincerely yours,
Raymond James & Associates, Inc. DeKalb County School District (Georgia)
By: ___________________________ By: ______________________________
William J. Camp, Managing Director
Attachment: G-17 Disclosure Letter.
Two Buckhead Plaza, Suite 702 // 3050 Peachtree Road, N.W. // Atlanta, GA 30305 // T 404.240.6840 // www.raymondjames.com
Raymond James & Associates, Inc., member New York Stock Exchange/SIPC
April 24, 2025
DeKalb County School District
Sam Moss Service Center
Tucker, GA 30084
Re: Disclosures by Underwriter Pursuant to MSRB Rule G-17
Certificates of Participation (and/or other Obligations), Series 2025* (and/or later Series)
Dear Dr. Devon Horton, Superintendent and Mr. Erick Hofstetter, Chief Operating Officer:
We are writing to provide you, as authorized representatives of the DeKalb County School District, (the
“Issuer”), and an official of the Issuer with the authority to bind the Issuer by contract, with certain
disclosures relating to the captioned bond issue (the “Bonds”), as required by Municipal Securities
Rulemaking Board (MSRB) Rule G-17 as set forth in MSRB Notice 2019-20 (Nov. 8, 2019). 1
The Issuer has engaged Raymond James & Associates, Inc. (“RJA”), to serve as an underwriter, and not
as a financial advisor or municipal advisor, in connection with the issuance of the Bonds.
As part of our services as underwriter, RJA may provide advice concerning the structure, timing, terms,
and other similar matters concerning the issuance of the Bonds.
As the issuer of the Bonds, you will be a party to the bond purchase agreement and certain other legal
documents to be entered into in connection with the issuance of the Bonds, but the material financial
risks described in this letter will be borne by the obligor or borrower (“Obligor”) as set forth in those
legal documents. A copy of this letter is also being sent to the Obligor.
The following G-17 conflict of interest disclosures are now broken down into three types, including: (I)
dealer-specific conflicts of interest disclosures (if applicable), (II) transaction-specific disclosures (if
applicable), and (III) standard disclosures.
I. Dealer-Specific Conflicts of Interest Disclosures
RJA has identified the following potential or actual dealer-specific material conflicts or business
relationships we wish to call to your attention. When we refer to potential material conflicts throughout
this letter, we refer to ones that are reasonably likely to mature into actual material conflicts during the
course of the transaction, which is the standard required by MSRB Rule G-17.
In the ordinary course of its various business activities, RJA and its affiliates, officers, directors, and
employees may purchase, sell or hold a broad array of investments and may actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps, and other financial instruments for
their own account and for the accounts of customers. Such investment and trading activities may
involve or relate to assets, securities and/or instruments of the Issuer (whether directly, as collateral
securing other obligations or otherwise) and/or persons and entities with relationships with the Issuer.
RJA and its affiliates also may communicate independent investment recommendations, market advice
or trading ideas and/or publish or express independent research views in respect of such assets,
1
Revised Interpretive Notice Concerning the Application of MSRB Rule G‐17 to Underwriters of Municipal
Securities (effective Mar. 31, 2021).
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Raymond James & Associates, Inc., member New York Stock Exchange/SIPC
securities or instruments and at any time may hold, or recommend to clients that they should acquire,
long and/or short positions in such assets, securities and instruments.
• Other Conflicts of Interest Disclosure
ο Acting as Continuing Disclosure Dissemination Agent
ο Potential Reinvestment of Proceeds
ο In the ordinary course of its business, RJA and its affiliates have engaged, and may in the
future engage, in transactions with, and perform services for, the Issuer and its affiliates for
which they received or will receive customary fees and expenses.
ο We understand that the Issuer may use a portion of the proceeds from the issuance of the
Bonds to refund certain of the Issuer’s outstanding securities (“Refunded Bonds”). To the
extent that RJA or an affiliate thereof owns Refunded Bonds, RJA or its affiliate, as the case
may be, would receive a portion of the proceeds from the issuance of the Bonds.
II. Transaction-Specific Disclosures
• Disclosures Concerning Complex Municipal Securities Financing:
ο Because we have recommended to the Issuer a financing structure that may be a “complex
municipal securities financing” for purposes of MSRB Rule G-17, attached is a description of
the material financial characteristics of that financing structure as well as the material
financial risks of the financing that are known to us and reasonably foreseeable at this time.
III. Standard Disclosures
• Disclosures Concerning the Underwriters’ Role:
ο MSRB Rule G-17 requires an underwriter to deal fairly at all times with both issuers and
investors.
ο The underwriters’ primary role is to purchase the Bonds with a view to distribution in an
arm’s-length commercial transaction with the Issuer. The underwriters have financial and
other interests that differ from those of the Issuer.
ο Unlike a municipal advisor, an underwriter does not have a fiduciary duty to the Issuer
under the federal securities laws and is, therefore, not required by federal law to act in the
best interests of the Issuer without regard to its own financial or other interests.
ο The Issuer may choose to engage the services of a municipal advisor with a fiduciary
obligation to represent the Issuer’s interest in this transaction.
ο The underwriters have a duty to purchase the Bonds from the Issuer at a fair and reasonable
price, but must balance that duty with their duty to sell the Bonds to investors at prices that
are fair and reasonable.
ο The underwriters will review the official statement for the Bonds in accordance with, and a
part of, their respective responsibilities to investors under the federal securities laws, as
applied to the facts and circumstances of this transaction. Under federal securities law, an
issuer of securities has the primary responsibility for disclosure to investors. The review of
Two Buckhead Plaza, Suite 702 // 3050 Peachtree Road, N.W. // Atlanta, GA 30305 // T 404.240.6840 // www.raymondjames.com
Raymond James & Associates, Inc., member New York Stock Exchange/SIPC
the official statement by the underwriters is solely for purposes of satisfying the
underwriters’ obligations under the federal securities laws and such review should not be
construed by an issuer as a guarantee of the accuracy or completeness of the information in
the official statement.
• Disclosures Concerning the Underwriters’ Compensation:
ο The underwriters will be compensated by a fee and/or an underwriting discount that
will be set forth in the bond purchase agreement to be negotiated and entered into in
connection with the issuance of the Bonds. Payment or receipt of the underwriting fee
or discount will be contingent on the closing of the transaction and the amount of the
fee or discount may be based, in whole or in part, on a percentage of the principal
amount of the Bonds. While this form of compensation is customary in the municipal
securities market, it presents a conflict of interest since the underwriters may have an
incentive to recommend to the Issuer a transaction that is unnecessary or to
recommend that the size of the transaction be larger than is necessary.
If you or any other Issuer officials have any questions or concerns about these disclosures, please make
those questions or concerns known immediately to the undersigned. In addition, you should consult
with the Issuer’s own financial and/or municipal, legal, accounting, tax and other advisors, as applicable,
to the extent you deem appropriate.
Please note that nothing is this letter should be viewed as a commitment by the underwriters to
purchase or sell all the Bonds and any such commitment will only exist upon the execution of any bond
purchase agreement or similar agreement and then only in accordance with the terms and conditions
thereof.
You have been identified by the Issuer as a primary contact for the Issuer’s receipt of these disclosures,
and that you are not a party to any disclosed conflict of interest relating to the subject transaction. If our
understanding is incorrect, please notify the undersigned immediately. We are required to seek your
acknowledgement that you have received this letter. Accordingly, please acknowledge receipt via a reply
email. Otherwise, an email Read Receipt from you, or other automatic response confirming that our
email was opened by you, will serve as an acknowledgment that you received these disclosures.
Depending on the structure of the transaction that the Issuer decides to pursue, or if additional actual or
potential material conflicts are identified, we may be required to send you additional disclosures
regarding the material financial characteristics and risks of such transaction and/or describing those
conflicts. At that time, we also will seek your acknowledgement of receipt of any such additional
disclosures.
We look forward to working with you, the Issuer and the obligor in connection with the issuance of the
Bonds. We appreciate your business.
Sincerely,
RAYMOND JAMES & ASSOCIATES, INC.
By: _________________________________
Two Buckhead Plaza, Suite 702 // 3050 Peachtree Road, N.W. // Atlanta, GA 30305 // T 404.240.6840 // www.raymondjames.com
Raymond James & Associates, Inc., member New York Stock Exchange/SIPC
Fixed Rate Structure Disclosure (Revised 3-31-21)
The following is a general description of the financial characteristics and security structures of fixed rate
municipal bonds (“Fixed Rate Bonds”), as well as a general description of certain financial risks that are
known to us and reasonably foreseeable at this time and that you should consider before deciding
whether to issue Fixed Rate Bonds. If you have any questions or concerns about these disclosures,
please make those questions or concerns known immediately to us. In addition, you should consult with
your financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent
you deem appropriate.
Financial Characteristics
Maturity and Interest. Fixed Rate Bonds are interest-bearing debt securities issued by state and local
governments, political subdivisions and agencies and authorities, whether for their benefit or as a
conduit issuer for a nongovernmental entity. Maturity dates for Fixed Rate Bonds are fixed at the time of
issuance and may include serial maturities (specified principal amounts are payable on the same date in
each year until final maturity) or one or more term maturities (specified principal amounts are payable
on each term maturity date) or a combination of serial and term maturities. The final maturity date
typically will range between 10 and 30 years from the date of issuance. Interest on the Fixed Rate Bonds
typically is paid semiannually at a stated fixed rate or rates for each maturity date.
Redemption. Fixed Rate Bonds may be subject to optional redemption, which allows you, at your option,
to redeem some or all the bonds on a date prior to scheduled maturity, such as in connection with the
issuance of refunding bonds to take advantage of lower interest rates. Fixed Rate Bonds will be subject
to optional redemption only after the passage of a specified period, often approximately ten years from
the date of issuance, and upon payment of the redemption price set forth in the bonds, which may
include a redemption premium. You will be required to send out a notice of optional redemption to the
holders of the bonds, usually not less than 30 days prior to the redemption date. Fixed Rate Bonds with
term maturity dates also may be subject to mandatory sinking fund redemption, which requires you to
redeem specified principal amounts of the bonds annually in advance of the term maturity date. The
mandatory sinking fund redemption price is 100% of the principal amount of the bonds to be redeemed.
Security
Payment of principal of and interest on a municipal security, including Fixed Rate Bonds, may be backed
by various types of pledges and forms of security, some of which are described below. 2
General Obligation Bonds. “General obligation (GO) bonds” are debt securities to which your full faith
and credit is pledged to pay principal and interest. If you have taxing power, generally you will pledge to
use your ad valorem (property) taxing power to pay principal and interest. The debt service on
2
The discussion of security characteristics is limited to general obligation and revenue bond structures.
This summary should be expanded and modified, as necessary, for other security structures, such as
bonds that are secured by a double‐barreled pledge (general obligation and revenues), annual
appropriations or a moral obligation of the issuer or another governmental entity. If the security for the
bonds is known at the time this disclosure is provided to the issuer, include only those portions relevant to
the actual security for the bonds.
Two Buckhead Plaza, Suite 702 // 3050 Peachtree Road, N.W. // Atlanta, GA 30305 // T 404.240.6840 // www.raymondjames.com
Raymond James & Associates, Inc., member New York Stock Exchange/SIPC
“unlimited tax” GO bonds are paid from ad valorem taxes which are not subject to state constitutional
property tax millage limits, whereas “limited tax” GO Bonds are subject to such limits.
General obligation bonds constitute a debt and, depending on applicable state law, may require that
you obtain approval by voters prior to issuance. In the event of default in required payments of interest
or principal, the holders of general obligation bonds generally will have certain rights under state law to
compel you to impose a tax levy.
Revenue Bonds. “Revenue bonds” are debt securities that are payable only from a specific source or
sources of revenues. Revenue bonds are not a pledge of your full faith and credit, and you (or, if you are
a conduit issuer, the obligor, as described in the following paragraph) are obligated to pay principal and
interest on your revenue bonds only from the revenue source(s) specifically pledged to the bonds.
Revenue bonds do not permit the bondholders to compel you to impose a tax levy for payment of debt
service. Pledged revenues may be derived from operation of the financed project or system, grants or
excise or other specified taxes. Generally, subject to state law or local charter requirements, you are not
required to obtain voter approval prior to issuance of revenue bonds. If the specified source(s) of
revenue become inadequate, a default in payment of principal or interest may occur. Various types of
pledges of revenue may be used to secure interest and principal payments on revenue bonds. The
nature of these pledges may differ widely based on state law, the type of issuer, the type of revenue
stream and other factors.
Some revenue bonds (conduit revenue bonds) may be issued by a governmental issuer acting as a
conduit for the benefit of a private sector entity or a 501(c)(3) organization (the obligor). Conduit
revenue bonds commonly are issued for not-for-profit hospitals, educational institutions, single and
multi-family housing, airports, industrial or economic development projects, and student loan programs,
among other obligors. Principal and interest on conduit revenue bonds normally are paid exclusively
from revenues pledged by the obligor. Unless otherwise specified under the terms of the bonds, you are
not required to make payments of principal or interest if the obligor defaults.
The description above regarding “Security” is only a summary of certain possible security provisions for
the bonds and is not intended as legal advice. You should consult with your bond counsel for further
information regarding the security for the bonds.
Financial Risk Considerations
Certain risks may arise in connection with your issuance of Fixed Rate Bonds, including some or all the
following (generally, the obligor, rather than the issuer, will bear these risks for conduit revenue bonds):
Issuer Default Risk. You may be in default if the funds pledged to secure your bonds are not enough to
pay debt service on the bonds when due. The consequences of a default may be serious for you and,
depending on applicable state law and the terms of the authorizing documents, the holders of the
bonds, the trustee and any credit support provider may be able to exercise a range of available remedies
against you. For example, if the bonds are secured by a general obligation pledge, you may be ordered
by a court to raise taxes. Other budgetary adjustments also may be necessary to enable you to provide
sufficient funds to pay debt service on the bonds. If the bonds are revenue bonds, you may be required
to take steps to increase the available revenues that are pledged as security for the bonds. A default
may negatively impact your credit ratings and may effectively limit your ability to publicly offer bonds or
other securities at market interest rate levels. Further, if you are unable to provide sufficient funds to
remedy the default, subject to applicable state law and the terms of the authorizing documents, you
Two Buckhead Plaza, Suite 702 // 3050 Peachtree Road, N.W. // Atlanta, GA 30305 // T 404.240.6840 // www.raymondjames.com
Raymond James & Associates, Inc., member New York Stock Exchange/SIPC
may find it necessary to consider available alternatives under state law, including (for some issuers)
state-mandated receivership or bankruptcy. A default also may occur if you are unable to comply with
covenants or other provisions agreed to in connection with the issuance of the bonds.
This description is only a summary of issues relating to defaults and is not intended as legal advice. You
should consult with your bond counsel for further information regarding defaults and remedies.
Redemption Risk. Your ability to redeem the bonds prior to maturity may be limited, depending on the
terms of any optional redemption provisions. If interest rates decline, you may be unable to take
advantage of the lower interest rates to reduce debt service.
Refinancing Risk. If your financing plan contemplates refinancing some or all the bonds at maturity (for
example, if you have term maturities or if you choose a shorter final maturity than might otherwise be
permitted under the applicable federal tax rules), market conditions or changes in law may limit or
prevent you from refinancing those bonds when required.
Reinvestment Risk. You may have proceeds from the issuance of the bonds available to invest prior to
the time that you are able to spend those proceeds for the authorized purpose. Depending on market
conditions, you may not be able to invest those proceeds at or near the rate of interest that you are
paying on the bonds, which is referred to as “negative arbitrage”.
Tax Compliance Risk. The issuance of tax-exempt bonds is subject to several requirements under the
United States Internal Revenue Code, as enforced by the Internal Revenue Service (IRS). You must take
certain steps and make certain representations prior to the issuance of tax-exempt bonds. You also must
covenant to take certain additional actions after issuance of tax-exempt bonds. A breach of your
representations or your failure to comply with certain tax-related covenants may cause the interest on
bonds to become taxable retroactively to the date of issuance of the bonds, which may result in an
increase in the interest rate that you pay on the bonds or the mandatory redemption of the bonds. The
IRS also may audit you or your bonds, in some cases on a random basis and in other cases targeted to
specific types of bond issues or tax concerns. If tax-exempt bonds are declared taxable, or if you are
subject to audit, the market price of your bonds may be adversely affected. Further, your ability to issue
other tax-exempt bonds also may be limited.
This description of tax compliance risks is not intended as legal advice and you should consult with your
bond counsel regarding tax implications of issuing the bonds.
Two Buckhead Plaza, Suite 702 // 3050 Peachtree Road, N.W. // Atlanta, GA 30305 // T 404.240.6840 // www.raymondjames.com
Raymond James & Associates, Inc., member New York Stock Exchange/SIPC