060-05
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY
OF FREDERICK, VIRGINIA, REGARDING THE CREATION OF THE
NORTHWESTERN REGIONAL JAIL AUTHORITY AND APPROVING
THE SECOND AMENDED AND RESTATED REGIONAL JAIL
AGREEMENT, THE ISSUANCE OF THE AUTHORITY'S REVENUE
OBLIGATIONS AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the Counties of Clarke, Fauquier and Frederick, Virginia, and the City of
Winchester, Virginia (collectively, the "Participating Jurisdictions"), have considered the use of
a regional jail authority under Chapter 3, Article 3.1 of Title 53.1 (the "Act) of the Code of
Virginia, 1950, as amended (the "Code"), for purposes of owning and operating the existing
Clarke-Fauquier-Frederick-Winchester Regional Jail/Adult Detention Center (the "Regional
Jail");
WHEREAS, currently, the Participating Jurisdictions jointly own and operate the
Regional Jail through a regional jail board (the "Regional Jail Board") under Chapter 3, Article 5
of Title 53.1 of the Code, and pursuant to an Amended and Restated Regional Jail Agreement
dated as of August 10, 2004 (the "Amended and Restated Agreement") by and between the
Participating Jurisdictions;
WHEREAS, the Participating Jurisdictions are planning to make improvements to the
existing Regional Jail facilities, including the construction of a Community Corrections Center
and other capital expansions (the "Project");
WHEREAS, pursuant to the Act, the Participating Jurisdictions desire to create a
regional jail authority (the "Authority") to own and operate the Regional Jail, and to authorize
the Authority to issue its revenue bonds and notes in one or more series (collectively, the
"Obligations") to finance the costs of the Project and other related costs and expenses, including
any capitalized interest, debt service reserve funds and issuance costs;
WHEREAS, the Participating Jurisdictions further desire to amend and restate the
Amended and Restated Agreement by entering into a Second Amended and Restated Regional
Jail Agreement (the "Second Amended and Restated Agreement") with the Authority to assume
all powers, rights, duties and obligations of the Regional Jail Board with respect to the Regional
Jail, to own and operate the Regional Jail and to provide revenues to secure the payment of the
Obligations;
WHEREAS, a portion of the Obligations will additionally be secured by reimbursements
for eligible construction costs from the Commonwealth of Virginia; and
WHEREAS, there has been presented to this meeting a draft of the Second Amended
and Restated Agreement, a copy of which is attached hereto as Exhibit A and which shall be
filed with the records of each of the Participating Jurisdictions and the Authority;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS
(THE "BOARD") OF THE COUNTY OF FREDERICK, VIRGINIA (THE "COUNTY"):
1. Together with the Counties of Fauquier and Clarke, Virginia, and the City of
Winchester, Virginia, the County intends to create the Authority pursuant to Chapter 3, Article
3.1 of Title 53.1 of the Code (the "Act") to own, acquire, construct, equip, maintain and operate
the Regional Jail and any improvements or expansions thereto and to issue its revenue
obligations, including the Obligations, and use the proceeds thereof to finance improvements to
the Regional Jail, including the Project.
2. The name of the Authority shall be the "Northwestern Regional Jail Authority"
with its principal office located in the County at 141 Fort Collier Road, Winchester, Virginia
22603.
3. Each of the Participating Jurisdictions shall be the initial participating political
subdivisions in the Authority, and shall have the following representation on the Authority: the
Sheriff of each Participating Jurisdiction, two (2) members appointed by each of the governing
bodies of the Counties of Clarke and Fauquier and three (3) members appointed by each of the
governing bodies of the County and the City of Winchester. There shall be a total of fourteen
(14) members. The current members of the Regional Jail Board shall be the initial members of
the Authority, as follows:
NAMES
John R. Riley, Jr.
Frederick County
ADDRESSES
107 N. Kent St.
Winchester, VA 22601
Barbara Van Osten
Frederick County
103 Coopers Lane
Winchester, VA 22602
Bill M. Ewing
Frederick County
P.O. Box 27
Stephens City, VA 22655
Robert T. Williamson, Sheriff
5 N. Kent St.
2
Frederick County
ADDRESSES
Winchester, VA 22601
NAMES
Edwin C. Daley
City of Winchester
15 N. Cameron St.
Winchester, VA 22601
Elizabeth A. Minor
City of Winchester
695 Woodland Ave.
Winchester, VA 22601
Eric M. Varnau
City of Winchester
231 E. Piccadilly Street
Winchester, VA 22601
Lenny Millholland, Sheriff
City of Winchester
5 N. Kent St.
Winchester, VA 22601
David L. Ash
Clarke County
102 N. Church Street
Berryville, VA 22611
David C. Jelinek
Clarke County
384 Old Ferry Lane
Bluemont, VA 22012
Tony Roper, Sheriff
Clarke County
P.O. Box 49
Berryville, VA 22611
Chester W. Stribling
Fauquier County
40 Culpeper Street
Warrenton, VA 20186
Paul McCulla
Fauquier County
40 Culpeper Street
Warrenton, VA 20186
Charlie Ray Fox, Jr., Sheriff
Fauquier County
78 West Lee Street
Warrenton, VA 20186
The terms of office of the members, other than the aforesaid Sheriffs, shall be for four (4) years
with the initial terms of the initial members of the Authority determined and terminating for
purposes of the Authority in the same manner as they would have for the Regional Jail Board.
Each individual member shall have one (1) vote on the Authority. The aforesaid Sheriffs and
their duly elected successors shall serve on the Authority during their respective terms of office.
4. The Authority shall have all powers and rights under the Act and applicable law,
and pursuant to the Act, each of the City of Winchester, Virginia, and the County will initially
act as fiscal agents on behalf of the Authority in the respective capacity specified in the Second
Amended and Restated Agreement.
3
5. The preliminary estimate of the capital costs of the Project is twenty-one million
six hundred fifty thousand dollars ($21,650,000.00), and the Project may be financed as provided
in the Act. To the extent there other capital costs, including financing proposal costs, the County
finds that inclusion of such information in this Resolution is impracticable.
6. The County hereby consents to the issuance of the Obligations in the aggregate
principal amount necessary to finance the costs of the Project and other related costs and
expenses, including any capitalized interest, debt service reserve funds and issuance costs.
7. The Obligations will be secured by the Second Amended and Restated Agreement
and, as to a port;on of the Obligations, a pledge by the Authority of reimbursements from the
Commonwealth of Virginia for eligible construction costs of the Project.
8. The Chairman and the Vice Chairman of the Board, either of whom may act, are
each hereby authorized and directed to execute and deliver the Second Amended and Restated
Agreement and such other documents as are necessary to finance the costs of the Project. Any
other designated County official is hereby similarly authorized and directed to execute and
deliver such other documents.
9. The County authorizes the Authority to take all necessary steps and actions
toward its organization, including, but not limited to, conducting any organizational meeting.
10. All other acts of the officers of the County, heretofore or hereafter taken, that are
in conformity with the purposes and intent of this Resolution and in furtherance of the issuance
and sale of the Obligations by the Authority, the execution and delivery of the Second Amended
and Restated Agreement by the Participating Jurisdictions and the Authority and the undertaking
of the Project, are hereby approved, ratified and confirmed.
11. Nothing in this Resolution or in the Second Amended and Restated Agreement is
or shall be deemed to be a lending of the credit of the County or other Participating Jurisdictions
to the Authority or to any holder of any of the Obligations or to any other person, and nothing
herein contained is or shall be deemed to be a pledge of the faith and credit or the taxing power
of the County or the other Participating Jurisdictions.
12. For purposes of Section 265(b )(3)(C)(iii) of the Internal Revenue Code of 1986,
as amended, the County irrevocably agrees that the amount of the Authority's revenue
obligations, including the Obligations (but only such revenue obligations the interest on which
when issued is intended to be excludable from gross income for federal income tax purposes),
4
shall be allocated to each Participating Jurisdiction for the calendar year in which the Authority's
revenue obligations are issued in the same proportion that the repayment obligation of each
Participating Jurisdiction is determined under the Second Amended and Restated Agreement
with respect to such revenue obligations.
13. This Resolution shall take effect immediately.
5
The members of the Board of Supervisors of Frederick County, Virginia voted as follows on the
adoption of this Resolution on this 11th day of May, 2005:
Aves Navs Absent Abstentions
Richard C. Shickle None
Gary W. Dove
Gene E. Fisher
Lynda J. Tyler
Bill M. Ewing
Barbara E. Van Osten
Gina A. Forrester
None
None
Jo~i
Clerk, Board of Supervisors
Name:
Title:
ATTEST:
';:~~ l
Clerk, Board of Supervisors
Resolution No. 060-05
6
NORTHWESTERN REGIONAL JAIL AUTHORITY
Regional Jail Facility Revenue Bonds I Notes
Series 2005
rv~a, ell 2005
S M T W T F S
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13141516171819
20 21 22 23 24 25 26
27 28 29 30 31
f4C111 :005
S M T W T F S
1 2
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10 11 12 13 14 15 16
17 18 19 20 21 22 23
24 25 26 27 28 29 30
rvlay :005
S M T W T F S
123 4 5 6 7
891011121314
151617 18 19 20 21
22 23 24 25 26 27 28
29 30 31
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S M T W T F S
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5 6 7 8 91011
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29 30
Issuer:
Financial Advisor:
Bond Counsel:
Underwriter:
Underwriter's Counsel:
Northwestern Regional Jail Authority ("NRJA")
Morgan Keegan & Company, Inc. ("MK")
Hunton & Williams ("H&W")
Ferris, Baker Watts ("FBW")
McGuire Woods ("MW")
1).lll' 1,,,1. I{l"lhlllSihk Pa'1!
. ck-off Meeting with Jail Board (discussion of becoming Authority) NRJAJMKJH& W
irculate Initial Draft of Resolutions and Amended and Restated
Service A eement to Jurisdictions
ovide Comments on Service Agreement
irculate Second Draft of Resolutions, Amended and Restated
Service Agreement, Notice of Public Hearing and Preliminary
lcial Statement "POS" A ndices to Jurisdictions
irculate Legal Documents (pOS, Trust Indenture)
H&W
NRJAJMK/H&W
H&W
H&W
uesday, June 21 Bt
ednesday, June 22nd
eeting / Conference Call to Review Legal Documents
eceive completed Appendices back from Jurisdictions
orward infommtion to Bond Insurers and a Rating Agency
inchester considers Resolution and Amended and Restated Service
eement to Ci Council
rederick conducts Public Hearing and considers Resolution and
ended and Restated Service A eemenUo Board m5u rvisors
auquier conducts Public Hearing and considers Resolution and
ended and Restated Service A eement to Board of S ervisors
larke conducts Public Hearing and considers Resolution and
ended and Restated Service A eement to Board of Su rvisors
ceive Bond Insurance Commitment / Rating
uthority Board Meeting to Authorize issuance of Bonds and
rove Sale Parameters
inalize POS and Distribute to Investors
ond Sale
xecute Bond Purchase Agreement
istribute Draft Final OS and Provide Comments
inalize Bond Documents
inal Changes to OS and Print
uthori / Jurisdictions available to Si Documents
re-Closing
ond Closing
All Parties
H&W
MK
NRJA
NRJA
NRJA
NRJA
NRJA/MK
NRJAJMK/H&W
All Parties
NRJAIMKIFB
All Parties
All Parties
All Parties
H&W/MW
NRJA
All Parties
All Parties
COUNTY of FREDERICK
John R. Riley, Jr.
County Administrator
540/665-5666
Fax 540/667-0370
E-mail:
jriley@co.frederick.va.us
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TO:
FROM:
SUBJECT:
DATE:
Board of Supervisors
John R. Riley, Jr., County Administr tor \
Northwest Regional Jail Authority
May 3,2005
Representatives from the Clarke-Fauquier-Frederick- Winchester Regional Jail Board met on March
17, 2005,' and discussed the creation of a Jail Authority as a means to facilitate fmancing the
construction of a Community Corrections Center and other capital expansions. This meeting resulted in
the Jail Board's recommendation that the participating localities pursue the creation of an Authority.
Upon consultation with each of the participating jurisdictions, representatives of the Jail Board, Hunton
& Williams, legal counsel, and Morgan Keegan & Company, Inc., financial advisor for these matters, a
fmancial schedule was developed that would permit the issuance of these bond obligations by June 30,
2005, which would be used to reimburse the City of Winchester for certain funds it will have advanced
to finance improvements at the adult regional detention center.
The governing body of each participating locality is being asked to consider adoption of a resolution
which approves the creation of Regional Jail Authority. This new entity will still physically look and
function like the existing CFFW Regional Jail Board; however, its name will now be the Northwestern
Regional Jail Authority. Adoption ofthe attached resolution will empower the AuthOlity to own,
acquire, construct, equip, maintain and operate the Regional Jail and any improvements or expansions,
and to issue its revenue obligations to finance improvements.
Should you have any questions, please do not hesitate to contact me.
C:\Documents and Settinp\JET\11yDocumcnts\Riley Correspondcnce\lY1eroos\memoriley.wpd
107 North Kent Street . Winchester, Virginia 22601-5000