036-01
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE
COUNTY OF FREDERICK, VIRGINIA
February 28, 2001
At a regular meeting of the Board of Supervisors ofthe County of Frederick, Virginia, held
on February 28, 2001, the following persons were present or absent as shown:
PRESENT:
Richard C. Shickle, Chairman
Charles W. Orndoff, Sr., Vice-Chairman
W. Harrington Smith, Jr.
Robert M. Sager
Margaret B. Douglas
Sidney A. Reyes
ABSENT:
None.
Upon motion by W. Harrington Smith, Jr., and seconded by Sidney A. Reyes, 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:
MEMBER
VOTE
Richard C. Shickle
Charles W. Orndoff, Sr.
W. Harrington Smith, Jr.
Robert M. Sager
Margaret B. Douglas
Sidney A. Reyes
Aye
Aye
Aye
Aye
Aye
Aye
BOARD OF SUPERVISORS
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $18,600,000
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 $18,600,000 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
February 28, 2001 on the issuance of school bonds in an amount not to exceed $18,600,000.
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.
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 $18,600,000 (the "Bonds") for the purpose offinancing
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 ofthe Bonds. It is determined to be in the best interest ofthe County to accept the
offer ofthe Virginia Public School Authority (the "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, such price to be not less than 98% of par and not more than
103% of par (105% of par for bonds with a final maturity of 10 years or less), 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 ofthe 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 2001 "; 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 15,2002, 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. Princioal 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 ofthe proceeds of which will be used to purchase the Bonds,
and provided further, that the true interest cost ofthe 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
conclusi vely 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 one or more temporary
typewritten bonds 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
shall bear interest at the applicable interest rate or rates on the Bonds; and
(c) SunTrust Bank, Richmond, Virginia is designated as Bond Registrar and Paying
Agent for the Bonds.
7. Preoavment or Redemption. The Principal Installments ofthe Bonds held by the VPSA
coming due on or before July 15,2011, and the definitive Bonds for which the Bonds held by the
VPSA may be exchanged that mature on or before July 15,2011 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, 2011 and the definitive Bonds for which the Bonds held by the
VPSA may be exchanged that mature after July 15,2011 are subject to prepayment or redemption
at the option of the County prior to their stated maturities in wholc or in part, on any date on or after
July 15,2011 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 accrucd interest to the date set for prepayment or redemption:
Dates
Prices
July 15,2011 to July 14, 2013, inclusive .............................. 102%
July 15,2013 to July 14, 2014, inclusive .............................. 101%
July 15,2014 and thereafter .................................................. 100%
Provided, however, that the Bonds shall not be subject to prepayment or redemption prior to their
stated maturities as described above without 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 ofthe Board are authorized and directed to execute and deliver the Bonds and to affix the seal
of the County thereto.
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 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 ofthem and such officer or officers ofthe County as either
may designate are hereby authorized and directed to execute a Non-Arbitrage Certificate, if
requested by bond counsel, and a Use of Proceeds Certificate setting forth the expected use and
investment ofthe proceeds ofthe Bonds and containing such covenants as may be necessary in order
to show compliance with the provisions of the Internal Revenue Code of 1986, as amended (the
"Codc"), 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, 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 Agrecmcnt. Thc 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 ofthe Board, or either ofthem, 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 Agreement with
respect to the deposit and investment of proceeds ofthe Bonds by and among the County, the other
participants in the sale ofthe VPSA Bonds, the VPSA, the investment manager, and the depository
substantially in the form on file with the County Administrator, which form is hereby approved.
12. Continuing Disclosure Agreement. The Chairman of the Board and the County
Administrator, or either of them, and such officer or officers of the County as either of them may
designate are hereby authorized and directed (i) to execute a Continuing Disclosure Agreement, as
set forth in Appendix F to the Bond Sale Agreement, setting forth the reports and notices to be filed
by the County and containing such covenants as may be necessary in order to show compliance with
the provisions 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.
14. Further Actions. The County Administrator, the Chairman of the Board, and such other
officers, employees and agents ofthe County as either ofthem 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 February 28, 2001, and ofthe whole thereofso 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 28th day of February, 2001.
(SEAL)
BOARD RESOLUTION NO.:036-01
cc: Cheryl B. Shiffler, Finance Director
C. William Orndoff, Jr., Treasurer
EXHIBIT A
(FORM OF TEMPORARY BOND)
NO. TR-l
$18,600,000
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Oblil!ation School Bond
Series 2001
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 Eighteen Million Six Hundred Thousand Dollars
($18,600,000), in annual installments in the amounts set forth on Schedule I attached hereto
payable on July l5, 2002 and annually on July l5 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, 2002 (each an "Interest Payment Date"; together with any Principal Payment Date, a
"Payment Date"), at the rates per annum set forth on Schedule I attached hereto, subject to
prepayment or redemption as hereinafter provided. Both principal of and interest on this Bond
are payable in lawful money of the United States of America.
For as long as the Virginia Public School Authority is the registered owner of this Bond,
SunTrust Bank, Richmond, Virginia as bond registrar (the "Bond Registrar") shall make all
payments of principal 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
before II :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
of, 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, 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 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, and 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 ofthis 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 assignnlent and the surrender of this Bond, the Bond Registrar shall
exchange this Bond for definitive Bonds as herein above 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, 2011 and the
definitive Bonds for which this Bond maybe exchanged that mature on or before July 15,2011 are
not subject to prepayment or redemption prior to their stated maturities. The principal installments
ofthis Bond coming due after July 15,2011, and the definitive Bonds for which this Bond may be
exchanged that mature after July 15,2011 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 15,2011,
upon payment of the prepayment or redemption prices (expressed as percentages of principal
installments to be prepaid or the principal amount ofthe Bonds to be redeemed) set forth below plus
accrued interest to the date set for prepayment or redemption:
Dates
Prices
July 15, 2011 to July 14,2013, inclusive .......................................
July 15,2013 to July 14,2014, inclusive .......................................
July 15,2014 and thereafter ...........................................................
102%
101%
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 ofthe 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 ofthe 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 ofthe 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
,2001.
(SEAL)
ATTEST:
5?7/f<~
CleH(, Board ofSupe isors of the County
of Frederick, Virginia
COUNTY OF FREDERICK, VIRGINIA
By~~
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.)
IIFIN\41913.1
CERTIFICATE OF THE CLERK OF THE CIRCUIT COURT
OF THE COUNTY OF FREDERICK, VIRGINIA
The undersigned certifies that there has been filed with the Circuit Court of the County of
Frederick, Virginia, as required by Section 15.2-2607 of the Code of Virginia of 1950, as amended,
a certified copy of a resolution authorizing the issuance and sale of $18,600,000 County of
Frederick, Virginia General Obligation School Bonds, Series 2001 adopted on February 28, 2001
by the Board of Supervisors of the County of Frederick, Virginia.
Dated: March _, 2001
Clerk, Circuit Court of the
County of Frederick, Virginia
\\FIN\42693.1