011-02
CERTIFICATE OF THE CLERK OF THE CIRCUIT COURT
OF THE COUNTY OF FREDERICK, VIRGINIA
The undersigned certifies that there has been filed with the Circuit Court of the County of
Frederick, Virginia, as required by Section 15.2-2607 of the Code of Virginia of 1950, as amended,
(i) a certified copy of a resolution authorizing the issuance and sale of $7,800,000 County of
Frederick, Virginia General Obligation School Bonds, Series 2002A adopted on September 25,2002
by the Board of Supervisors of the County of Frederick, Virginia and (ii) a certified copy of a
resolution authorizing the issuance and salc of $4,355,000 County of Frederick, Virginia General
Obligation School Bonds, Series 2002B adopted on September 25,2002 by the Board of Supervisors
of the County of Frederick, Virginia.
Dated:
,2002
Clerk, Circuit Court of the
County of Frederick, Virginia
BOARD OF SUPERVISORS
BOARD OF SUPERVISORS
COUNTY OF FREDERICK
FREDERICK, VIRGINIA
RESOLUTION
At a regular meeting of the Frederiek County Board of Supervisors held on the 25th day
of September, 2002, the following resolution was adopted by a majority of the members of the
Board of Supervisors by the following roll call vote, as recorded in the minutes of the meeting:
PRESENT:
VOTE:
Richard C. Shickle
W. Harrington Smith, Jr.
Lynda J. Tyler
Robert M. Sager
Sidney A. Reyes
Margaret B. Douglas
Gina A. Forrester
Aye
Aye
Aye
Aye
Aye
Aye
Aye
ABSENT:
No one was absent.
On motion of Robert M. Sager, seconded by Gina A. Forrester, which carried by a vote of
7-0, the following was adopted:
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UP TO
$7,800,000 GENERAL OBLIGATION SCHOOL BONDS OF THE
COUNTY OF FREDERICK, VIRGINIA TO BE SOLD TO THE
VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE
FORM AND DETAILS THEREOF
WHEREAS, the Board of Supervisors (the "Board") of the County of Frederick, Virginia
(the "County") has determined that it is necessary and expedient to borrow up to $7,800,000 and
to issue its general obligation school bonds to finance certain capital projects for school
purposes.
Resolution - Board of Supervisors - Board Meeting of September 25, 2002
VPSA Fall 2002 Bond Sale - $7,800,000
Page 2
WHEREAS, the County has held a public hearing, after due publication of notice, in
accordance with Section 15.2-2606, Code of Virginia of 1950, as amended ("Virginia Code") on
September 25,2002, on the issuance of school bonds in an amount not to exceed $7,800,000.
WHEREAS, the School Board of the County has requested by resolution the Board to
authorize the issuance of the Bonds (as defined below) and has consented to the issuance of the
Bonds.
WHEREAS, the objective of the Virginia Public School Authority (the "VPSA") is to
pay the County a purchase price for the Bonds which, in VPSA's judgment, reflects the Bonds'
market value (the "VPSA Purchase Price Objective"), taking into consideration such factors as
the amortization schedule the County has requested for the Bonds, the amortization schedules
requested by other localities, the purchase price to be received by VPSA for its bonds and other
market conditions relating to the sale of VPSA's bonds.
WHEREAS, such factors may result in requiring the County to accept a discount, given
the VPSA Purchase Price Objective and market conditions, under which circumstance the
proceeds from the sale of the Bonds received by the County would be less than the amount set
forth in paragraph I below.
WHEREAS, the County has also filed an application with the VPSA in order to sell its
general obligation bonds in the maximum authorized amount of$4,355,000 (the "Subsidy
Bonds") to the VPSA at the Fall 2002 VPSA subsidy bond sale.
WHEREAS, the issuance and sale of the Subsidy Bonds was authorized by the Board
pursuant to a resolution adopted on September 25,2002.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF THE COUNTY OF FREDERICK, VIRGINIA:
1. Authorization of Bonds and Use of Proceeds. The Board hereby determines that it is
advisable to contract a debt and to issue and sell general obligation school bonds of the County in
the aggregate principal amount not to exceed $7,800,000 (the "Bonds") for the purpose of
financing certain capital projects for school purposes. The Board hereby authorizes the issuance
and sale of the Bonds in the form and upon the terms established pursuant to this Resolution. In
the event Subsidy Bonds are issued by the County and sold to VPSA, the aggregate principal
amount of the Bonds issued by the County shall be reduced by the aggregate principal amount of
Subsidy Bonds issued by the County and sold to VPSA.
2. Sale of the Bonds. It is determined to be in the best interest of the County to accept
the offer ofVPSA to purchase from the County, and to sell to the VPSA, the Bonds at a price
Resolution - Board of Supervisors - Board Meeting of September 25, 2002
VPSA Fall 2002 Bond Sale - $7,800,000
Page 3
determined by the VPSA and accepted by the Chairman of the Board or the County
Administrator and upon the terms established pursuant to this Resolution. The County
Administrator and the Chairman of the Board, or either of them, and such officer or officers of
the County as either of them may designate, are hereby authorized and directed to enter into the
Bond Sale Agreement with the VPSA providing for the sale of the Bonds to the VPSA in
substantially the form on file with the County Administrator, which form is hereby approved
("Bond Sale Agreement").
3. Details of the Bonds. The Bonds shall be issuable in fully registered form in
denominations of$5,000 and whole multiples thereof; shall be dated the date of issuance and
delivery of the Bonds; shall be designated "General Obligation School Bonds, Series 2002A" (or
such other designation as the County Administrator may approve) shall bear interest from the
date of delivery thereof payable semi-annually on each January 15 and July 15 (each an "Interest
Payment Date"), beginning July 15,2003, at the rates established in accordance with paragraph 4
of this Resolution; and shall mature on July 15 in the years (each a "Principal Payment Date")
and in the amounts established in accordance with paragraph 4 of this Resolution. The Interest
Payment Dates and the Principal Payment Dates are subject to change at the request ofVPSA.
4. Principal Installments and Interest Rates. The County Administrator is hereby
authorized and directed to accept the interest rates on the Bonds established by the VPSA,
provided that each interest rate shall be no more than ten one-hundredths of one percent (0.10%)
over the interest rate to be paid by the VPSA for the corresponding principal payment date of the
bonds to be issued by the VPSA (the "VPSA Bonds"), a portion of the proceeds of which will be
used to purchase the Bonds, and provided further, that the true interest cost of the Bonds does not
exceed seven percent (7%) per annum. The County Administrator is further authorized and
directed to accept the aggregate principal amount of the Bonds and the amounts of principal of
the Bonds coming due on each Principal Payment Date ("Principal Installments") established by
the VPSA, including any changes in the Interest Payment Dates, the Principal Payment Dates
and the Principal Installments which may be requested by VPSA provided that such aggregate
principal amount shall not exceed the maximum amount set forth in paragraph one and the final
maturity of the Bonds shall not be later than 21 years from their date. The execution and
delivery of the Bonds as described in paragraph 8 hereof shall conclusively evidence such
Interest Payment Dates, Principal Payment Dates, interest rates, principal amount and Principal
Installments as having been so accepted as authorized by this Resolution.
5. Form of the Bonds. The Bonds shall be initially in the form of a single, temporary
typewritten bond substantially in the form attached hereto as Exhibit A.
6. Payment: Paying Agent and Bond Registrar. The following provisions shall apply to
the Bonds: For as long as the VPSA is the registered owner of the Bonds, all payments of
principal of, premium, if any, and interest on the Bonds shall be made in immediately available
Resolution - Board of Supervisors - Board Meeting of September 25, 2002
VPSA FalI 2002 Bond Sale - $7,800,000
Page 4
funds to the VPSA at or before 11 :00 a.m. on the applicable Interest Payment Date, Principal
Payment Date or date fixed for prepayment or redemption, or if such date is not a business day
for Virginia banks or for the Commonwealth of Virginia, then at or before 11 :00 a.m. on the
business day next preceding such Interest Payment Date, Principal Payment Date or date fixed
for prepayment or redemption; All overdue payments of principal and, to the extent permitted by
law, interest shall bear interest at the applicable interest rate or rates on the Bonds; and SunTrust
Bank, Richmond, Virginia, is designated as Bond Registrar and Paying Agent for the Bonds.
7. Prepavment or Redemption. The Principal Installments of the Bonds held by the
VPSA coming due on or before July 15,2012, and the definitive Bonds for which the Bonds held
by the VPSA may be exchanged that mature on or before July 15,2012 are not subject to
prepayment or redemption prior to their stated maturities. The Principal Installments of the
Bonds held by the VPSA coming due after July 15, 2012 and the definitive Bonds for which the
Bonds held by the VPSA may be exchanged that mature after July 15,2012 are subject to
prepayment or redemption at the option of the County prior to their stated maturities in whole or
in part, on any date on or after July 15,2012 upon payment of the prepayment or redemption
prices (expressed as percentages of Principal Installments to be prepaid or the principal amount
of the Bonds to be redeemed) set forth below plus accrued interest to the date set for prepayment
or redemption:
Dates
Prices
July 15,2012 to July 14,2013, inclusive .....................................................
July 15,2013 to July 14,2014, inclusive ......................................... ............
July 15, 2014 and thereafter .........................................................................
101%
100.5
100;
Provided, however, that the Bonds shall not be subject to prepayment or redemption prior to their
stated maturities as described above without first obtaining the written consent of the registered
owner of the Bonds. Notice of any such prepayment or redemption shall be given by the Bond
Registrar to the registered owner by registered mail not more than ninety (90) and not less than
sixty (60) days before the date fixed for prepayment or redemption. The County Administrator is
authorized to approve such other redemption provisions, including changes to the redemption
dates set forth above, as may be requested by the VPSA.
8. Execution of the Bonds. The Chairman or Vice Chairman and the Clerk or any
Deputy Clerk of the Board are authorized and directed to execute and deliver the Bonds and to
affix the seal of the County thereto. The manner of such execution may be by facsimile,
provided that if both signatures are by facsimile, the Bonds shall not be valid until authenticated
by the manual signature of the Paying Agent.
9. Pledge of Full Faith and Credit. For the prompt payment of the principal of, and the
Resolution - Board of Supervisors - Board Meeting of September 25, 2002
VPSA Fall 2002 Bond Sale - $7,800,000
Page 5
premium, if any, and the interest on the Bonds as the same shall become due, the full faith and
credit of the County are hereby irrevocably pledged, and in each year while any of the Bonds
shall be outstanding there shall be levied and collected in accordance with law an annual ad
valorem tax upon all taxable property in the County subject to local taxation sufficient in amount
to provide for the payment of the principal of, and the premium, if any, and the interest on the
Bonds as such principal, premium, if any, and interest shall become due, which tax shall be
without limitation as to rate or amount and in addition to all other taxes authorized to be levied in
the County to the extent other funds of the County are not lawfully available and appropriated for
such purpose.
10. Use of Proceeds Certificate; Non-Arbitrage Certificate. The Chairman of the Board
and the County Administrator, or either of them and such officer or officers of the County as
either may designate are hereby authorized and directed to execute a Non-Arbitrage Certificate, if
required by bond counsel, and a Use of Proceeds Certificate setting forth the expected use and
investment of the proceeds ofthe Bonds and containing such covenants as may be necessary in
order to show compliance with the provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), and applicable regulations relating to the exclusion from gross income of interest
on the Bonds and on the VPSA Bonds. The Board covenants on behalf of the County that (i) the
proceeds from the issuance and sale of the Bonds will be invested and expended as set forth in
such Use of Proceeds Certificate and the County shall comply with the covenants and
representations contained therein and (ii) the County shall comply with the provisions of the
Code so that interest on the Bonds and on the VPSA Bonds will remain excludable from gross
income for Federal income tax purposes.
11. State Non-Arbitrage Program; Proceeds A~eement. The Board hereby determines
that it is in the best interests of the County to authorize and direct the County Treasurer to
participate in the State Non-Arbitrage Program in connection with the Bonds. The County
Administrator and the Chairman of the Board, or either of them and such officer or officers of the
County as either of them may designate, are hereby authorized and directed to execute and
deliver a Proceeds Agreement with respect to the deposit and investment of proceeds of the
Bonds by and among the County, the other participants in the sale ofthe VPSA Bonds, the
VPSA, the investment manager, and the depository substantially in the form on file with the
County Administrator, which form is hereby approved.
12. Continuing Disclosure Agreement. The Chairman of the Board and the County
Administrator, or either of them, and such officer or officers of the County as either of them may
designate are hereby authorized and directed (i) to execute a Continuing Disclosure Agreement,
as set forth in Appendix F to the Bond Sale Agreement, setting forth the reports and notices to be
filed by the County and containing such covenants as may be necessary in order to show
compliance with the provisions of the Securities and Exchange Commission Rule 15c2-12 and
(ii) to make all filings required by Section 3 of the Bond Sale Agreement should the County be
Resolution - Board of Supervisors - Board Meeting of September 25, 2002
VPSA Fal1 2002 Bond Sale - $7,800,000
Page 6
determined by the VPSA to be a MOP (as defined in the Continuing Disclosure Agreement).
13. Filing of Resolution. The appropriate officers or agents of the County are hereby
authorized and directed to cause a certified copy of this Resolution to be filed with the Circuit
Court of the County.
14. Further Actions. The County Administrator, the Chairman of the Board, and such
other officers, employees and agents of the County as either of them may designate are hereby
authorized to take such action as the County Administrator or the Chairman of the Board may
consider necessary or desirable in connection with the issuance and sale of the Bonds and any
such action previously taken is hereby ratified and confirmed.
15. Effective Date. This Resolution shall take effect immediately.
The undersigned Clerk of the Board of Supervisors of the County of Frederick, Virginia,
hereby certifies that the foregoing constitutes a true and correct extract from the minutes of a
meeting of the Board of Supervisors held on September 25,2002, and of the whole thereof so far
as applicable to the matters referred to in such extract. I hereby further certify that such meeting
was a regularly scheduled meeting and that, during the consideration of the foregoing resolution,
a quorum was present. The front page of this Resolution accurately records (i) the members of
the Board of Supervisors present at the meeting, (ii) the members who were absent from the
meeting, and (iii) the vote of each member, including any abstentions.
WITNESS MY HAND and the seal of the Board of Supervisors of the County of
Frederick, Virginia, this 25th day of September, 2002.
(SEAL)
Resolution No.: 011-02
cc: Cheryl B. Shiffler, Finance Director
C. William Orndoff, Jr., Treasurer
EXHIBIT A
(FORM OF TEMPORARY BOND)
NO. TR-l
$
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Obligation School Bond
Series 2002A
The COUNTY OF FREDERICK, VIRGINIA (the "County"), for value received, hereby
acknowledges itself indebted and promises to pay to the VIRGINIA PUBLIC SCHOOL
AUTHORITY the principal amount of
Dollars ($
), in
annual installments in the amounts set forth on Schedule I attached hereto payable on July 15,
2003 and annually on July 15 thereafter to and including July 15,2022 (each a "Principal
Payment Date"), together with interest from the date of this Bond on the unpaid installments,
payable semi-annually on January 15 and July 15 of each year commencing on July 15,2003
(each an "Interest Payment Date"; together with any Principal Payment Date, a "Payment Date"),
at the rates per annum set forth on Schedule I attached hereto, subject to prepayment or
redemption as hereinafter provided. Both principal of and interest on this Bond are payable in
lawful money of the United States of America.
For as long as the Virginia Public School Authority is the registered owner of this Bond,
SunTrust Bank, Richmond, Virginia, as bond registrar (the "Bond Registrar") shall make all
payments of principal, premium, if any, and interest on this Bond, without presentation or
surrender hereof, to the Virginia Public School Authority, in immediately available funds at or
before II :00 a.m. on the applicable Payment Date or datc fixed for prepayment or redemption. If
a Payment Date or date fixed for prepayment or redemption is not a business day for banks in the
Commonwealth of Virginia or for thc Commonwealth orVirginia, then the payment of principal,
premium, if any, or intcrest on this Bond shall be made in immediately available funds at or
beforc 11 :00 a.m. on the business day next preceding the scheduled Payment Date or date fixed
for prepayment or redemption. Upon receipt by the registered owner of this Bond of said
payments of principal, premium, if any, and interest, written acknowledgment of the receipt
thereof shall be given promptly to the Bond Registrar, and the County shall be fully discharged
of its obligation on this Bond to the extent of the payment so made. Upon final payment, this
Bond shall be surrendered to the Bond Registrar for cancellation.
The full faith and credit of the County are irrcvocably pledged for the payment ofthc
principal of and the premium, if any, and interest on this Bond. The resolution adopted by the
Board of Supervisors authorizing the issuance of the Bonds provides, and Section 15.2-2624 of
the Codc of Virginia of 1950, as amended, requires, that there shall be levied and collected an
annual tax upon all taxable property in the County subject to local taxation sufficient to provide
for the payment of the principal, premium, if any, and interest on this Bond as the same shall
become due which tax shall be without limitation as to rate or amount and shall be in addition to
all other taxes authorized to be levied in the County to the extent other funds of the County are
not lawfully available and appropriated for such purpose.
This Bond is duly authorized and issued in compliance with and pursuant to the
Constitution and laws of the Commonwealth of Virginia, including the Public Finance Act of
1991, Chapter 26, Title 15.2, Code of Virginia of 1950, as amended, and resolutions duly
adopted by the Board of Supervisors of the County and the School Board of the County to
provide funds for capital projects for school purposes.
This Bond may be exchanged without cost, on twenty (20) days written notice from thc
Virginia Public School Authority at the office of the Bond Registrar on one or morc occasions
for one or more temporary bonds or definitive bonds in marketable form and, in any case, in fully
registered form, in dcnominations of$5,000 and whole multiples thereof, having an equal
aggregate principal amount, having principal installments or maturities and bearing interest at
rates corresponding to the maturities of and the interest rates on the installmcnts of principal of
this Bond then unpaid. This Bond is registered in the name of the Virginia Public School
Authority on the books of the County kept by the Bond Registrar, and the transfer of this Bond
may be effected by the registered owner of this Bond only upon due execution of an assigruncnt
by such registered owner. Upon receipt of such assigrunent and the surrender of this Bond, the
Bond Registrar shall exchange this Bond for definitive Bonds as hereinabove provided, such
definitive Bonds to be rcgistcred on such registration books in the name of the assignee or
assignees named in such assigrunent.
The principal installments of this Bond coming due on or before July 15,2012 and the
definitive Bonds for which this Bond may be exchanged that mature on or before July 15,2012
are not subject to prepayment or redemption prior to their stated maturities. The principal
installments of this Bond coming due after July 15,2012, and the definitive Bonds for which this
Bond may be exchanged that mature after July 15, 2012 are subject to prepayment or redemption
at the option of the County prior to their stated maturities in whole or in part, on any date on or
after July 15, 2012, upon paymcnt of the prepayment or redemption prices (expressed as
percentages of principal installmcnts to be prepaid or the principal amount of the Bonds to be
redeemed) set forth below plus accrued interest to the date set for prepayment or redemption:
Dates
Prices
July 15,2012 to July 14,2013, inclusive .....................................................
July 15,2013 to July 14,2014, inclusive .....................................................
101%
100.5
July 15,2014 and thereafter ......................................................................... 100;
Provided, however, that the Bonds shall not be subject to prepayment or redemption prior to their
stated maturities as described above without the prior written consent of the registered owner of
the Bonds. Notice of any such prepayment or redemption shall be given by the Bond Registrar
to the registered owner by registered mail not more than ninety (90) and not less than sixty (60)
days before the date fixed for prepayment or redemption.
All acts, conditions and things required by the Constitution and laws of the
Commonwealth of Virginia to happen, exist or be perfom1ed precedent to and in the issuance of
this Bond have happened, exist and have been performed in due time, form and manner as so
required, and this Bond, together with all other indebtedness of the County, is within every debt
and othcr limit prescribed by the Constitution and laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the Board of Supervisors of the County of Frederick,
Virginia, has caused this Bond to be issued in the name of the County of Frederick, Virginia, to
be signed by its Chairman, its seal to be affixed hereto and attested by the signature of its Clerk,
and this Bond to be dated November _, 2002.
COUNTY OF FREDERICK, VIRGINIA
(SEAL)
ATTEST:
~
BY:~~
Chairman, Board of Supervisors of the
County of Frederick, Virginia
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfcrs unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
the within Bond and irrevocably constitutes and appoints
attorney to exchange said Bond
for definitive bonds in lieu of which this Bond is issued and to register the transfer of such
definitive bonds on the books kept for registration thereof, with full power of substitution in the
premises.
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
Dated:
Signature Guaranteed:
Registered Owner
(NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears on the front of this
Bond in every particular, without alteration
or change.)
(NOTICE: Signature(s) must be guaranteed
by an "eligible guarantor institution" meeting
the requirements of the Bond Registrar which
requirements will include membership or
participation in STAMP or such other
"signature guarantee program" as may be
determined by the Bond Registrar in addition
to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act
of 1934, as amended.)
VIRGINIA PUBLIC SCHOOL AUTHORITY
BOND SALE AGREEMENT
dated as of October 1, 2002
Name of Jurisdiction (the "Local Unit"): Frederick County, Virginia
Sale Date: Not earlier than October 7, 2002, nor later than October 24, 2002
Closing Date: On or about November 7, 2002
Proceeds Requested: $7,800,000.
Maximum Authorized Par Amount: $7,800,000
Amortization Period: Up to twenty (20) years
*********************************************************************************
1. The Virginia Public School Authority ("VPSA") hereby offers to purchase your general
obligation school bonds at a price, determined by the VPSA to be fair and accepted by you,
that, subject to VPSA's purcha\'e price objective and market conditions described below, is
substantially equal to Proceeds Requested set forth above (as authorized by your bond
resolution) from the proceeds of the VPSA' s bonds. The sale of VPSA' s bonds is tentatively
scheduled for October 16, 2002 but may occur at any time during the period described above as
the Sale Date. You acknowledge that VPSA has advised you that its objective is to pay you a
purchase price for your bonds which in VPSA's judgment reflects their market value
("purchase price objective") taking into consideration such factors as the amortization
schedule you have requested for your bonds relative to the amortization schedules requested by
the other localities for their respective bonds, the purchase price received by VPSA for its
bonds and other market conditions relating to the sale of the VPSA's bonds. You further
acknowledge that VPSA has advised you that such factors may result in your bonds having a
value other than par and that in order to receive an amount of proceeds that is substantially
equal to the Proceeds Requested you may need to issue a par amount of bonds that is greater
than or lower than the Proceeds Requested. You at the request ofVPSA, will issue an amount
of the local school bonds not in excess of the Maximum Authorized Par Amount to provide, to
the fullest extent practicable given VPSA's purchase price objective and market conditions, a
purchase price for your bonds and a proceeds amount that is substantially equal to the Proceeds
FREDERICK COUNTY, VIRGINIA HAS ALSO APPLIED FOR VPSA SUBSIDY
FINANCING PURSUANT TO THE FALL 2002 LITERARY FUND SUBSIDY SALE IN
THE AMOUNT OF $4,355,000. THE PROCEEDS REQUESTED INDICATED IN THIS
BOND SALE AGREEMENT SHALL BE REDUCED BY THE AMOUNT OF VPSA
SUBSIDY FINANCING PROCEEDS RECEIVED BY FREDERICK COUNTY, VIRGINIA
PURSUANT TO THE FALL 2002 LITERARY FUND SUBSIDY SALE.
IIFIN1103012.1
Requested You acknowledge that the purchase price for your bonds will be less than the
Proceeds Requested should the Maximum Authorized Par Amount be insufficient, based upon
VPSA's purchase price objective and market conditions, to generate an amount of proceeds
substantially equal to the Proceeds Requested.
For localities participating in the Interest Rate Subsidy program the VPSA will pay a purchase
price for each locality's bond that will reflect the actual market value on the date of the sale. In
general, the par amount will be downsized from proceeds requested for the approved Literary
Fund loan to reflect the grant amount to be provided from the Literary Fund. As with prior
issues subsidized local school bonds are not subject to early redemption.
2. You represent that on or before October 1, 2002, your local governing body will have duly
authorized the issuance of your bonds by adopting a resolution in the form attached hereto as
Appendix B (the "local resolution") and that your bonds will be in the form set forth in the local
resolution. Any changes that you or your counsel wish to make to the form of the local
resolution and/or your bonds must be approved by the VPSA prior to adoption of the local
resolution by your local governing body
3. You hereby covenant that you will comply with and carry out all of the provisions of the
Continuing Disclosure Agreement in the form attached hereto as Appendix F, which agreement
is hereby incorporated by reference herein and expressly made a part hereof for all purposes.
The VPSA has defined a Material Obligated Person ("MOP") for purposes of the Continuing
Disclosure Agreement as any Local Issuer the principal amount of whose local school bonds
pledged under VPSA's 1997 Resolution compromises more than 10% of the total principal
amount of all outstanding 1997 Resolution bonds. MOP status will be determined by adding
the principal amount of your local school bonds to be sold to the VPSA and the principal
amount of your local bonds previously sold to the VPSA and currently pledged under VPSA's
1997 Resolution and measuring the total against 10% of the face value of all bonds outstanding
as of the Closing Date under VPSA's 1997 Resolution. If you are or may be a MOP, the VPSA
will require that you file all the information described in the following paragraph prior to
VPSA's distributing its Preliminary Official Statement, currently scheduled for October 4,
2002.
You acknowledge that if you are, or in the sole judgment of VPSA may be, a MOP following
the issuance of your local school bonds that are the subject of this Bond Sale Agreement, the
VPSA will include by specific reference in its Preliminary Official Statements and final
Official Statements (for this sale and, if you remain a MOP or become a MOP again after
ceasing to be a MOP, tor applicable future sales) the information respecting you ("Your
Information") that is on file with the Nationally Recognized Municipal Securities Information
Repositories or their respective successors ("NRMSIRs") and the Municipal Securities
Rulemaking Board or its successors ("MSRB"). Accordingly, if it appears that you will be a
I The local resolution has heen drqfted for the issuance ~f bonds by a County. Bond counsel will
need to make appropriate changes in the local resolution for the issuance of honds by a
City or Town.
Soplcmbcr \9.2002
MOP (I) tollowing the delivery of your local school bonds to the VPSA in connection with this
sale, or (II) during the course of any future sale, whether or not you are a participant in such
sale, you hereby represent and covenant to the VPSA that you will file such additional
information, if any, as is required so that Your Information, as of each of (I) the date of the
VPSA's applicable Preliminary Official Statement (in the case of this sale, expected to be
October 4,2002), (II) the date of the VPSA's applicable final Official Statement (in the case of
this sale, expected to be October 16, 2002) and (III) the date of delivery ofthe applicable VPSA
bonds (in the case of this sale, expected to be November 7,2002), will be true and correct and
will not contain any untrue statement of a material fact or omit to state a material fact which
should be included in Your Information for the purpose for which it is included by specific
reference in VPSA's official statement or which is necessary to make the statements contained
in such information, in light of the circumstances under which they were made, not misleading.
You further agree to furnish to the VPSA a copy of all filings you make with NRMSIRs and
the MSRB subsequent to the date of this Agreement. Such copy will be furnished to the VPSA
on or before the day that any such filing is made.
The VPSA will advise you within 60 days of the end of each fiscal year if you were a MOP as
of the end of such fiscal year. Upon written request, the VPSA will also advise you of your
status as a MOP as of any other date. You hereby covenant that you will provide the certificate
described in clause (e) of Section 4 below if VPSA includes Your Information by specific
reference in its disclosure documents in connection with this sale or any future sale, whether or
not you are a participant in such sale.
4. VPSA's commitment to purchase your bonds is contingent upon (I) VPSA's receipt on the
Closing Date of (a) your bonds which shall include and otherwise meet the Standard Terms and
Conditions contained in Appendix A hereto, (b) certified copies of the local resolution (see
Appendix B attached hereto) and the school board resolution (see Appendix E attached hereto),
( c) an executed agreement, among VPSA, you and the other local units simultaneously selling
their bonds to VPSA, the depository and the investment manager for the State Non-Arbitrage
Program ("SNAP"), providing for the custody, investment and disbursement of the proceeds of
your bonds and the other general obligation school bonds, and the payment by you and the
other local units of the allocable, associated costs of compliance with the Internal Revenue
Code of 1986, as amended, and any costs incurred in connection with your participation in
SNAP (the "Proceeds Agreement"), (d) an executed copy of the Use of Proceeds Certificate in
the form attached hereto as Appendix C, (e) if the VPSA has included by specific reference
Your Information into the VPSA Preliminary and final Official Statement, your certificate
dated the date of the delivery of the VPSA's bonds to the effect that (i) Your Information was as
ofthe date of the VPSA's Preliminary and final Official Statements, and is as of the date of the
certiticate, true and correct and did not and does not contain an untrue statement of a material
fact or omit to state a material fact which should be included in Your Information for the
purpose for which it is included by specific reference in VPSA's official statement or which is
necessary to make the statements contained in such information, in light of the circumstances
under which they were made, not misleading, and (ii) you have complied with your
undertakings regarding the amendments adopted on November 10, 1994 to Rule lSc2-12 under
the Securities Exchange Act of 1934, as amended, (t) an approving legal opinion from your
bond counsel in form satisfactory to VPSA as to the validity of the bonds and the exclusion
from gross income for federal and Virginia income tax purposes of the interest on your bonds,
Scplcmbcr 19, 2002
the conformity of the terms and provisions of your bonds to the requirements of this Bond Sale
Agreement including the appendices attached hereto, and the due authorization, execution and
delivery of this Bond Sale Ah1feement, Continuing Disclosure Agreement and the Proceeds
Agreement, and the validity of the Continuing Disclosure Agreement and the Proceeds
Agreement, (g) a transcript of the other customary closing documents not listed above, and (h)
the proceeds ofVPSA's bonds, (II) if you will be using the proceeds of your bonds to retire a
bond anticipation note, certificate of participation or other form of interim financing (the
"Interim Security"), receipt by VPSA of (a) an opinion of your bond counsel that, as of the
Closing Date, the Interim Security will be paid in full or defeased according to the
provisions of the instrument authorizing the Interim Security (in rendering such opinion
bond counsel may rely on a letter or certificate of an accounting or financial professional as
to any mathematical computations necessary for the basis for such opinion) and (b) an
executed copy of the escrow deposit agreement/Jetter of instruction providing for the
retirement of the Interim Security and (Ill) your compliance with the terms of this agreement.
Two complete transcripts (one original) of the documents listed above shall be provided by
your counsel to the VPSA on the Closing Date or, with VPSA's permission, as soon as
practicable thereafter but in no event more than thirty (30) business days after the Closing Date.
5. This Bond Sale Agreement shall take effect on October 1, 2002.
By:
Authorized VPSA Representative
By:
Virginia Public School Authority
Name: John R. Riley, Jr.
Title: County Administrator
September 19. 2W2