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012-02 BOARD OF SUPERVISORS BOARD OF SUPERVISORS COUNTY OF FREDERICK FREDERICK, VIRGINIA RESOLUTION At a regular meeting of the Frederick 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 OF NOT TO EXCEED $4,355,000 GENERAL OBLIGATION SCHOOL BONDS OF THE COUNTY OF FREDERICK, VIRGINIA TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY PURSUANT TO THE LITERARY FUND SUBSIDY SALE AND PROVIDING FOR THE FORM AND DETAILS THEREOF WHEREAS, in September of2001, the Commonwealth of Virginia Board of Education (the "Board of Education") placed the application (the "Application") ofthe School Board of the County of Frederick, Virginia (the "School Board") for a loan in the amount of$4,355,000 (the "Literary Fund Loan") from the Literary Fund, a permanent trust fund established by the Resolution - Board of Supervisors - Board Meeting of September 25, 2002 VPSA Fall 2002 Bond Sale - Literary Fund Subsidy Sale $4,355,000 Page 2 Constitution of Virginia (the "Literary Fund"), for the construction ofa new high school (the "Project") in the County of Frederick, Virginia (the "County"), on the First Priority Waiting List. WHEREAS, the Board of Education was to have approved the release of Literary Fund moneys to the School Board and make a commitment to loan such moneys to the School Board (the "Commitment") within one year of placement of the Application on the First Priority Waiting List upon receipt of the Literary Fund of an unencumbered sum available at least equal to the amount of the Application and the approval, by the Board of Education, of the Application as having met all conditions for a loan from the Literary Fund. WHEREAS, the Board of Education was thereafter to have given advances on the amount of the Commitment for the Literary Fund Loans to the School Board, as construction of the Project progressed, in exchange for temporary notes from the School Board to the Literary Fund (the "Temporary Notes") for the amounts so advanced. WHEREAS, after the completion of the Project and the advance of the total amount of the Commitment, the Temporary Notes were to have been consolidated into a permanent loan note of the School Board to the Literary Fund (the "Literary Fund Obligation") which was to evidence the obligation of the School Board to repay the Literary Fund Loan. WHEREAS, the Literary Fund Obligation was to have borne interest at three percent (3%) per annum and mature in annual installments for a period of twenty (20) years. WHEREAS, in connection with the 2002 Interest Rate Subsidy Program (the "Program"), the Virginia Public School Authority (the "VPSA") has offered to purchase general obligation school bonds of the County, and the Board of Education has offered to pay, to the County, a lump sum cash payment (the "Lump Sum Cash Payment") equal to the sum of (i) net present value difference, determined on the date that VPSA sells its bonds, between the weighted average interest rate that the general obligation school bonds of the County will bear upon sale to the VPSA and the interest rate that the Literary Fund Obligation would have borne plus (ii) an allowance for the costs of issuing such bonds of the County (the "Issuance Expense Allowance"). 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 $4,355,000 and to issue its general obligation school bonds to finance certain capital projects for school purposes. 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 the Bonds (as defined below). Resolution - Board of Supervisors - Board Meeting of September 25, 2002 VPSA Fall 2002 Bond Sale - Literary Fund Subsidy Sale $4,355,000 Page 3 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. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA: I. 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 $4,355,000 (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. 2. Sale of the Bonds. It is determined to be in the best interest of the County to accept the offer of VPSA to purchase from the County, and to sell to the VPSA, the Bonds at a price 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; shall be dated the date of issuance and delivery of the Bonds; shall be designated "General Obligation School Bonds, Series 2002B"; 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 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 (7.00%) 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, - ~------'._--'--'-"--_._~-"-'-----'- Resolution - Board of Supervisors - Board Meetiug of September 25, 2002 VPSA Fall 2002 Bond Sale - Literary Fuud Subsidy Sale $4,355,000 Page 4 including any changes in the Interest Payment Dates, the Principal Payment Date 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 proyisions 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 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. No Prenayment or Redemption. The Principal Installments ofthe Bonds are not subject to redemption or prepayment. Furthermore, the Board covenants, on behalf of the County, not to refund or refinance the Bonds without first obtaining the written consent of the VPSA or the registered owners of the Bonds. 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 and affixation of the seal may be by facsimile, provided that ifboth 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 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 Resolution - Board of Supervisors - Board Meeting of September 25, 2002 VPSA Fall 2002 Bond Sale - Literary Fund Subsidy Sale $4,355,000 Page 5 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, and such officer or officers of the County as either may designate arc hereby authorized and directed to execute a Non-Arbitrage Certificate, ifrequested by bond counsel, and a Use of Proceeds Certificate setting forth the expected use and investment of the proceeds of the 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. II. State Non-Arbitrage Program: Proceeds Agreement. 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 of the 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 A~reement. 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-l2 and (ii) to make all filings required by Section 3 of the Bond Sale Agreement should the County be determined by the VPSA to be MOP (as defined in the Continuing Disclosure Agreement). 13. Filing of Resolution. The appropriate officers or agents ofthe 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 Resolution - Board of Supervisors - Board Meeting of September 25, 2002 VPSA Fall 2002 Bond Sale - Literary Fund Subsidy Sale $4,355,000 Page 6 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 Rcsolution 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.: 012-02 cc: Cheryl B. Shiffler, Finance Director C. William Orndoff, Ir., Treasurer C :\T JP\resolutions\VPSAF aIl2002BomJ($4.355 million)Subsidy _ wpd EXHIBIT A (FORM OF TEMPORARY BOND) NO. TS-l $ UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA COUNTY OF FREDERICK General Obligation School Bond Scries 2002B The COUNTY OF FREDERICK, VIRGINIA (the "County"), for valuc 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 cornmencing 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. 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 of, premium, ifany, and interest on this Bond, without presentation or surrender hereof, to the Virginia Public School Authority, in immediately available funds at or before 11 :00 a.rn. on the applicable Payment Date or date 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 the Commonwealth of Virginia, then the payment of principal of, premium, if any, or intercst on this Bond shall be made in immediately available funds at or before 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 irrevocably pledged for the payment of the principal of, 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 Code 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 of, 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 thc 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 the Virginia Public School Authority, at the office of the Bond Registrar on one or more occasions for one or more temporary bonds or definitive bonds in marketable form and, in any case, in fully registered form, in denominations of$5,000 and whole multiples thereof, and having an equal aggregate principal amount, having principal installments or maturities and bearing interest at rates corresponding to the maturities of and the intcrest rates on the installments 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 assignment by such registered owner. Upon receipt of such assignment and the surrender of this Bond, the Bond Registrar shall exchange this Bond for definitive Bonds as hereinabove provided, such definitive Bonds to be registered on such registration books in the name of the assignee or assignees named in such assignment. The principal installments of this Bond are not subject to redemption or prepayment. All acts, conditions and things required by the Constitution and laws of the Commonwealth of Virginia to happen, exist or be performed 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 other 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. (SEAL) COUNTY OF FREDERICK, VIRGINIA ATTEST: By: V Q ~ c Q. 0 Q J.....) Chairman, Board of Supervisors of the County of Frederick, Virginia ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers 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: $4,355,000 Maximum Authorized Par Amount: $4,355,000 Amortization Period: Up to twenty (20) years ********************************************************************************* I. 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 purchase 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 ofVPSA'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 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 ofthe sale. In general, the par amount will be downsized from proceeds requested for the approved Literary \\FIN\I03021.l 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 betore October I, 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 intormation 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, for 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 MOP (1) following the delivery of your local school bonds to the VPSA in connection with this sale, or (11) 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), (11) the date of the VPSA's applicable final Official Statement (in the case of this sale, expected to be October 16, 2002) and (m) the date of delivery of the 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 I The local resolution has been drcifted for the is,l,uaIlce of bonds by a County Bond counsel will need to make appropriate changes in the local resolutionfor the issuance of bonds by a City or Town. S"1'tembcr 19, 2002 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 of the date of the VPSA's Preliminary and final Official Statements, and is as of the date of the certificate, 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 intormation, 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 15c2-12 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, 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 Agreement, 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 of VPSA'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 September 19, 2002 bond counsel may rely on a letter or certificate of an accounting or financial protessional as to any mathematical computations necessary for the basis for such opinion) and (b) an executed copy of the escrow deposit agreement/letter of instruction providing for the retirement of the Interim Security and (III) 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 Ahrreement shall take effect on October 1, 2002. Virginia Public School Authority By Authorized VPSA Representative By Name: Title: County Administrator September 19. 2\~)2