033-02
BOARD OF SUPERVISORS
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $8,730,000
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 $8,730,000 and to
issue its general obligation school bonds to finance eeliain 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
March 13,2002 on the issuance of school bonds in an amount not to exceed $8,730,000.
WHEREAS, the School Board of the County of Frederick, Virginia ("School Board") 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 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 $8,730,000 (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 foml 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
orTer of VPSA to pmchase from the County, and to sell to the VPSA, the Bonds at a price
cktermined 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 orlicer 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 S5,OOO and whole multiples thereof; shall be dated the date of issuance and
dclivery of the Bonds; shall be designated "General Obligation School Bonds, Series 2002A"; shall
bear interest from the date of delivery thereof payable semi-annually on each January IS and July
IS (each an "Interest Payment Date"), beginning January IS, 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. Fonn of the Bonds. The Bonds shall be initially in the fonn of one or more temporary
typewritten bonds substantially in the fonn 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 I I :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 II :00 a.m. on the business
day next preece! i ng slleh Interest Payment Date, Principal Paymcnt Date or date lixeu for prepayment
or rcdemption;
(b) All overduc payments of principal and, to the extcnt pemlittcd by law, intcrest shall
bcar intcrest at the applicable intcrest rate or rates on the Bonds; and
(c) SunTrust Bank, Richmond, Virginia is dcsignated as Bond Registrar and Paying
Agcnt for the Bonds.
7. Prepayment 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 IS, 2012 and the definitive Bonds for which the Bonds held by the
VPSA may be exchangcd 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 intefest to the date set for prepayment Of redemption:
Dates
Prices
July 15,2012 to July 14, 2013, inclusive
July 15, 2013 to July 14, 2014, inclusive
July 15,2014 and thereaftef
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 maybe 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. Pled?:e 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 ofthe principal of, and the premium, if any, and the interest on the Bonds as such principal,
premium, if any. and interest shall become duc, which tax shall be without limitation as to rate or
amount and in addition to all other taxes authorized to be lcvicd in thc County to thc extent othcr
funds oCthc County arc not lawCully available and appropriated for such purpose.
10. Usc of Proceeds Certificatc; Non-Arbitrage Ccrtificate. The Chairman of the Board and
thc County Administrator, or either oCthem and such officer or officers of the County as eithcr may
dcsignate are hercby authorized and directed to execute a Non-Arbitrage Certificate, ifrcqucsted by
bond counsel, and a Use o I' Proceeds Certificate setting forth the expected use and investment of the
proceeds of the Bonds and containing such covenants as may be necessary in ordcr to show
compliance with the provisions of the Intcrnal Revenue Code of 1986, as amcnded (the "Code"), and
applicable regulations relating to the exclusion from gross income of interest on thc Bonds and on
the VPSA Bonds. The Board covenants on behalf of the County that (i) the proceeds from the
issuance and salc of the Bonds will be invested and expended as set forth in such Use of Proceeds
Certificate and the County shall comply with the covcnants and representations contained therein
and (ii) the County shall comply with the provisions of the Code, except as provided above, 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 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 ofthem
may designate, are hereby authorized and directed to execute and deli ver a Proceeds Agrecment wi th
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 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-l2 and (ii) to make all filings
required by Section 3 ofthe Bond Sale Agrcement 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.
14. Further Actions. The County Administrator, the Chairman ofthe Board, and sueh 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 conncction with the issuance and sale of the Bonds and any such action
previously taken is hereby ratified and confirmed.
15. EITeclive Date. This Resolulion sh;dl take effect ill1ll1edialcly.
The undersigned Clerk of the Board of Supervisors of the County of Frcderick, Virginia,
hcrcby cet.tifics th;lt the forcgoing constitutes a truc and corrcct extract from thc minutes ofa mceting
ofthc Board of Supervisors hell! on March 13,2002, and of the whole thereof so far as applicable
to the mattcrs refcrrcd to in such extract. I hcreby further certify that such mccting was a regularly
scheduled mceting 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 0 f cach member, including any abstentions.
WITNESS MY HAND and the seal of the Board of Supervisors of the County of Frederick,
Virginia, this 13th day of March, 2002.
(SEAL)
BOS Resolution No.: 034-02
EXHIBIT A
(FORM Of TEMPORARY BOND)
NO. TR-I
$8,730,000
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 Eight Million Seven Hundred Thirty Thousand Dollars
($8,730,000), in annual installments in the amounts set forth on Sehedule 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
January 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 ofthis Bond,
SunTrust Bank, Richmond, Virginia as bond registrar (the "Bond Registrar") shall make all
payments of principal of, 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
A-I
before liDO a Ill. on the applicable Payment Date or datc tixed for prepayment or rcdemption
Ifa Paymcnt Date or date tixcd for prcpayment or redcmption is not a busincss day for banks in
the Commonwealth of Virginia or for the Commonwealth of Virginia, then the payment of
principal ot: premium, if any, or interest on this Bond shall be made in immediately availablc
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 ofthe 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, ifany, 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
A-2
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 dclinitive bonds in marketable form and, in any case, in
fully registercd form, in denominations of$5,000 and whole multiplcs thereot: and having an
cqual aggrcgate principal amount, having principal installments or maturities and bcaring intcrest
at rates corresponding to the maturities of and the interest rates on the installments of principal of
this Bond thcn unpaid. This Bond is rcgistered in the name of the Virginia Public School
Authority on the books of the County kept by the Bond Rcgistrar, 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 thc surrender of this Bond, thc
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 ofthe assignee or
assignees named in such assignment.
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 thcir stated maturities. The principal
installments of this Bond coming duc after July 15,2012, and the definitive Bonds for which this
Bond may be exchanged that mature aftcr 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
A-3
percentages of principal installments to be prepaid or the principal amount of the Bonds to be
rcdeemed) sd forth below plus accrued interest to the date set for prepayment or redemption
Dates
P ri ces
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 the prior written consent of the registered
owner of the Bonds. Notice of any such prepayment or redemption shall be given by the Bonds
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.
A-4
IN WITNESS WHEREOF, the Board of Supervisors of the County ofFrcdcrick,
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 at1ixed hereto and attested by the signature of its Clerk,
and this Bond to be dated May _, 2002.
COUNTY OF FREDERICK, VIRGINIA
(SEAL)
ATTEST
By \2-..JL-Q ~
Chairman, Board of Supervisors of the
County of Frederick, Virginia
A-5
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
dctinitive 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:
Registered Owner
(NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears on the front ofthis
Bond in every particular, without alteration
or change.)
Signature Guaranteed:
(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 ST ANIP or such other
"signature guarantee program" as may be
determined by the Bond Registrar in addition
to, or in substitution for, STANIP, all in
accordance with the Securities Exchange Act
of 1934, as amended)
A-6
VIRGINIA })UBLIC SCHOOL AUTHORITY
BOND SALE AGREEMENT
dated as of April I, 2002
Name of lUlisdiction (the "Local Unit"): County of Frederick, Virginia
Sale Date: Not earlier than April 8, 2002, nor later than April 24, 2002
Closing Date: On or about May 16,2002
Proceeds (Requested): $8,730,000
Maximum Authorized Par Amount: $8,730,000
Amortization Period: Up to Twenty 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 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 of which is scheduled to take place on 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
consideration of such factors as the amortization schedule you have requested for your bonds, 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
of VPSA, 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 such bonds and a proceeds amount that is
substantially equal to the Proceeds (Requested). You acknowledge that VPSA shall determine a
purchase price for your bonds lower than the Proceeds (Requested) should issuing your bonds in
the Maximum Authorized Par Amount be insufficient based upon VPSA's purchm'e price
objective and market conditions, to generate an amount of proceeds substantially equal to the
Proceeds (Requested)
2. You represent that on or before April 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. I
3. You hcrcby covcnant that you will comply with and cany out all of the provIsIons of the
Continuing Disclosure Agreement in the torm attached hereto as Appendix F, which agreement is
hereby incorporated by reference herein and expressly made a part hereof tor all purposes. The
VPSA has detlned a Material Obligated Person ("MOP") tor purposes of thc 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 outstanding bonds under
VPSA's 1997 Resolution. If you are or may be a MOP, the VPSA may require that you file all the
information described in the following paragraph prior to VPSA's distributing its Preliminary
OffIcial Statement, currently scheduled for April 5, 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
applieable 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 (i) following 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 April 5, 2002), (ii) the date of the VPSA's applicable final
Official Statement (in the case of this sale, expected to be April 17, 2002) and (iii) the date of
delivery of the applicable VPSA bonds (in the case ofthis sale, expected to be May 16,2002), 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 has been
filed 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
1 the local resolution ha~ been draftedfor the is.wlance of bonds by a County. Bond counsel will
need to make appropriate changes in the local resolution for the is:>7Ilmce of bonds by a
City or Town.
g:\~ II^,illJ)\J)EIn\ Vl'~^ \l~~ lJE\201J2a\201J2a-bsa
Manh 14. 201J2
in clause (e) of Section 4 below if VPSA includes Your Intormation by specific reference in it~
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 tor 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 tact which should be included in Your Information for the purpose for which it has been
filed 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 15c2-12 under
the Securities Exchange Act of 1934, as amended, (f) 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 defeased according to the provisions of the instrument authorizing the
Interim Security or it will no longer be outstanding (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/letter of instnlction 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 Agreement shall take effect on April I, 2002.
g: \SII^,~EJ)\J)Emi VI'~A \IS~UE\201J2a \2002a.bsa
March 14, 2002
Virginia Public School Authority
By
Authorized VPSA Representative
::unty fj)1)7 ~
Name Joim R. Riley, Jr.
Title: Clerk, Board of Supervisors
g,:\SIL\RED\DEB'IWI'Si\\ISSllE\2002a\201J2a.hsa Mard. 14. 21J1J2