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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 lOth day
of March, 2003, the following resolution was adopted by a majority of the members ofthe 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
Margaret B. Douglas
Gina A. Forrester
Aye
Aye
Aye
Aye
Aye
Aye
ABSENT:
Sidney A. Reyes
On motion ofW. Harrington Smith, Jr., seconded by Robert M. Sager, which carried by a
vote of 6-0, the following was adopted:
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF A
MAXIMUM AMOUNT OF $13,585,000 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 not to exceed
$13,585,000 and to issue its general obligation school bonds to finance certain capital projects
for school purposes.
Resolution - Board of Supervisors. Board Meeting of March 10,2003
VPSA Spring 2003 Bond Sale - $13,585,000
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
March 10,2003, on the issuance of school bonds in an amount not to exceed $13,585,000.
WHEREAS, the School Board of the County has requested by resolution the Board to
authorize the issuance ofthe Bonds (as defmed below) and has consented to the issuance ofthe
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 ofVPSA'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 1 below.
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 $13,585,000 {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 ofthe County to accept
the offer ofVPSA 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 in
denominations of $5,000 and whole multiples thereof; shall be dated the date of issuance and
Resolution - Board of Supervisors - Board Meeting of March 10,2003
VPSA Spring 2003 Bond Sale - $13,585,000
Page 3
delivery of the Bonds; shall be designated "General Obligation School Bonds, Series 2003A" (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 January 15, 2004, 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 ofthis
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: Paving Agent and Bond Registrar. The following provisions shall apply to
the Bonds:
(a) 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;
(b) All overdue payments of principal and, to the extent permitted by law, interest
Resolution - Board of Supervisors - Board Meeting of March 10, 2003
VPSA Spring 2003 Bond Sale - $13,585,000
Page 4
(c) SunTrust Bank, Richmond, Virginia, is designated as Bond Registrar and Paying
Agent for the Bonds.
7. Prepayment or Redemption. The Principal Installments ofthe Bonds held by the
VPSA coming due on or before July 15,2013, and the definitive Bonds for which the Bonds held
by the VPSA may be exchanged that mature on or before July 15,2013 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 15,2013 and the definitive Bonds for which the
Bonds held by the VPSA may be exchanged that mature after July 15, 2013 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 15,2013 upon payment ofthe 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 15,2013 to July 14,2014, inclusive .....................................................
July 15,2014 to July 14,2015, inclusive ......................................... ............
July 15,2015 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 ofthe 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 ofthe 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 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
Resolution - Board of Supervisors - Board Meeting of March 10, 2003
VPSA Spring 2003 Bond Sale - $13,585,000
Page 5
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 of the Bonds and containing such covenants as may be necessary in
order to show compliance with the provisions ofthe 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 ofthe 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 ofthe
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 Agreement. The Board hereby determines
that it is in the best interests ofthe 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 ofthe
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 Agreement. The Chairman of the Board and the County
Administrator, or either ofthem, and such officer or officers ofthe 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 ofthe 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
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.
Resolution - Board of Supervisors - Board Meeting of March 10, 2003
VPSA Spring 2003 Bond Sale - $13,585,000
Page 6
14. Further Actions. The County Administrator, the Chairman of the Board, and such
other officers, employees and agents ofthe 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 March 10, 2003, 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 ofthe Board of Supervisors of the County of
Frederick, Virginia, this lOth day of March, 2003.
(SEAL)
Resolution No.: 046-03
cc: Cheryl B. Shiffler, Finance Director
C. William Orndoff, Jr., Treasurer
Lisa Frye, School Finance Director
EXHIBIT A
(FORM OF TEMPORARY BOND)
NO. TR-1
$
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Obligation School Bond
Series 2003A
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,
2004 and annually on July 15 thereafter to and including July 15, 2023 (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 January 15, 2004
(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 ofthis 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 11 :00 a.m. 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,
premium, if any, or interest 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 and the premium, if any, and interest on this Bond. The resolution adopted by the
Board of Supervisors authorizing the issuance ofthe 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, 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 ofthe 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 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, 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 installments of principal of
this Bond then unpaid. This B,ond is registered in the name ofthe 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 coming due on or before July 15,2013 and the
definitive Bonds for which this Bond may be exchanged that mature on or before July 15,2013
are not subject to prepayment or redemption prior to their stated maturities. The principal
installments of this Bond coming due after July 15,2013, and the definitive Bonds for which this
Bond may be exchanged that mature after July 15, 2013 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 15,2013, 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 15,2013 to July 14, 2014, inclusive .....................................................
July 15,2014 to July 14,2015, inclusive .....................................................
101%
100.5
July 15,2015 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 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 or Vice-Chairman, its seal to be affixed hereto and attested by the
signature of its Clerk or any of its Deputy Clerks, and this Bond to be dated May _,2003.
COUNTY OF FREDERICK, VIRGINIA
(SEAL)
ATTEST:
By: V ~ ~ Q ~Q
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
of1934, as amended.)
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 ofthe Code of Virginia of 1950, as amended,
a certified copy of a resolution authorizing the issuance and sale of $13,585,000 County of
Frederick, Virginia General Obligation School Bonds, Series 2003A adopted on March 10,2003 by
the Board of Supervisors of the County of Frederick, Virginia.
Dated: March
,2003
Clerk, Circuit Court of the
County of Frederick, Virginia
",~4entB An ,
!FCPSl
Frederick County Public Schools
Visit us at www.frederick.k12vaus
e-mail:
deanw@{rederick.k12 va us
Superintendent of Schools
TO:
Frederick County Board of Supervisors
";'.
'''''.Cl-.."
Memor~
DATE:
March 3,2003
,"-..
THROUGH:
John Riley, County Administrator
William C. Dean 1. f\~
Superintendent of Sch"J~-
FROM:
RE:
OVERVIEW OF MILLBROOK HIGH SCHOOL
At your March 10, 2003 meeting, you will consider the next Virginia Public School Authority
bond issue for $13,585,000. This issue will provide the final cash needs for Millbrook High
School and James Wood Middle School. With this bond issue, the total borrowing for the high
school will be $37,729,701. The total borrowing for the middle school will be $11,487,595.
If approved, this issue will allow for a total project cost of $39,500,000 for Millbrook and
$11,750,000 for James Wood Middle. To ensure full understanding of the Millbrook project
costs, please refer to the attached sUII1Il1firy detailing the sequence of events and expenditures.
A supplemental appropriation is not needed and local dollars are not requested. The additional
projected expenditures will be funded by the interest earnings, premium discounts, and subsidy
grant.
weD/sl
Attachment
pc: School Board
Lisa Frye
Al Orndorff
540-662-3888
1415 Amherst Street, Post Office Box 3508, Winchester, VA 22604-2546 FAX 540-722-2788
Summary of MiIlbrook High School Construction
Estimated CIP Costs versus Current Projections
2000 2001 2002 2003 2003
Estimate Revision Revision Revision Est. Total
$29,500,000 construction 500,000(3) 30,123,000
$ 2,000,000 site development 2,033,192
Millbrook Drive 1,000,000(2) 1,000,000
$ 1,200,000 AlE 1,246,000
$ 3,000,000 fumitme 1,000,000(4) 4,000,000
$ 0 technology $1,000,000(1) 1,000,000
$ 100,000 clerk of the works 100,000
$ 200.000 testing and fees 200.000
$36,000,000 39,702,192 *
· projected credit in contract for UDllS8d contingency - 202.192
39,500,000
Footnotes:
(1) 2001 added $1,000,000 to the project total for technology equipment not included in Sherando
construction cost
(2) 2002 added $1,000,000 to the project total for the road and Cole property to construct a second
entranceway to the high school
(3) 2003 additional $500,000 needed due to additional construction related expenses not included in the
contract
. electrical connection fee . irrigation system
. well testing . asbestos abatement
. traffic study . wetlands delineation
. stop light relocation
(4) 2003 additional $1,000,000 needed due to cost estimates on instructional equipment, software licenses
and reflection oftoday's dollars
The above details, to the best of our knowledge, illustrates the total cost for a "tmn-key" building at $39,500,000.
03/03/03