021-98
BOARD OF SUPERVISORS
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A
CONTINUING DISCLOSURE AGREEMENT, USE OF PROCEEDS CERTIFICATE
AND ANY OTHER NECESSARY OR USEFUL T AX LAW DOCUMENTS IN
CONNECTION WITH THE DISTRIBUTION BY THE VIRGINIA PUBLIC SCHOOL
AUTHORITY OF THE NET SAVINGS REALIZED BY THE VIRGINIA PUBLIC
SCHOOL AUTHORITY THROUGH THE ISSUANCE BY THE VIRGINIA PUBLIC
SCHOOL AUTHORITY OF ITS SCHOOL FINANCING AND REFUNDING BONDS
(1997 RESOLUTION) SERIES 1997-1, CERTAIN OF THE PROCEEDS OF WHICH
REFUNDED FREDERICK COUNTY, GENERAL OBLIGATION SCHOOL BONDS,
SERIES 1991 AND FREDERICK COUNTY, GENERAL OBLIGATION SCHOOL
BONDS, 1994 SERIES Aj AND AUTHORIZING ANY OTHER ACTIONS NECESSARY
TO ACHIEVE THE OBJECTIVES CONTEMPLATED HEREBY
WHEREAS, the Virginia Public School Authority (the "Authority") pursuant a
resolution duly adopted on August 13, 1987, as anwnded and supplemented (the "1987
Resolution") issued, amongst other series, two certain series of bonds designated as "Virginia
Public School Authority School Financing Bonds (1987 Resolution) 1991 Series A" and
"Virginia Public School Authority School Financing Bonds (1987 Resolution) 1992 Series A"
(the" 1987 Resolution Bonds") for the purpose of purchasing general obligation school bonds of
certain cities and counties within the Commonwealth of Virginia;
WHEREAS, the Authority used a portion of the proceeds of the 1987 Resolution Bonds
to purchase certain duly authorized and issued general obligation school bonds of the County of
Frederick, Virginia designated Frederick County, General Obligation School Bonds; Series 1991
and Frederick County, General Obligation School Bonds, 1994 Series A ( collectively, "Local
School Bonds");
WHEREAS, the Authority refunded certain of the 1987 Resolution Bonds (the
"Refunded Bonds") from a portion of the proceeds of its Virginia Public School Authority
School Financing and Refunding Bonds (1997 Resolution) Series 1997-1 (the "Refunding
Bonds") issued pursuant to a resolution duly adopted by the Authority on October 23, 1997 (the
"1997 Resolution");
WHEREAS, the Authority anticipates delivering to the County of Frederick, its allocable
share of the savings realized from the refunding of the Refunded Bonds;
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WHEREAS, the Authority in effecting the refunding has pledged the Local School
Bonds for the benefit of the holders of Bonds issued under its 1997 Resolution;
WHEREAS, the Authority is required to assist the underwriters (the "Underwriters") of
the Refunding Bonds with their duty to comply with Securities and Exchange Commission Rule
15c2-12 (the "Rule");
WHEREAS, the Authority has requested the County of Frederick, Virginia to execute a
Continuing Disclosure Agreement in order for the Authority to assist the Underwriters in
complying with the Rule, and;
WHEREAS, the Authority has requested the County of Frederick, Virginia to execute a
Use of Proceeds Certificate and any other instruments necessary or useful to evidence
compliance with the requirements for maintaining the tax-exempt status of the Virginia Public
School Authority's bonds;
WHEREAS, the Board of Supervisors of the County of Frederick, Virginia considers it
to be advisable for the County to fulfill the request of the Authority to execute a Continuing
Disclosure Agreement, Use of Proceeds Certificate and other instruments necessary or useful to
comply with requirements for maintaining said tax exempt status;
NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF THE COUNTY OF FREDERICK, VIRGINIA:
1. Continuin~ Disclosure A!:l'eement.
The Chairman of the Board and the County Administrator and such officer
or officers as either may designate are hereby authorized to enter into a Continuing Disclosure
Agreement in the form presented at this meeting as Exhibit A hereto, containing such covenants
as may be necessary in order for compliance with the provisions ofthe Rule.
2. Documentation Required for Tax Law PUl:poses.
The officers of the County of Frederick, Virginia
are hereby authorized and directed to execute a Use of Proceeds Certificate and any other
instruments, including an 8038-G form, (collectively, the "Tax Documents") necessary or useful
for evidencing compliance with the requirements for maintaining the tax-exempt status of the
Virginia Public School Authority's bonds.
3. Further Actions.
The members of the Board and all officers, employees and agents of the
County are hereby authorized to take such action as they or anyone of them may consider
necessary or desirable in connection with the execution and delivery of the Continuing
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Disclosure Agreement and the Tax Documents and any such action previously taken is hereby
ratified and confirmed.
4. Effective Date.
This resolution shall take effect immediately.
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Members Present:
Chairman James L. Longerbeam, Vice Chairman Richard C. Shickle,
W. Harrington Smith, Jr., Robert M. Sager, Margaret B. Douglas and
Charles W. Orndoff, Sr.
Members Absent:
None
Votes in Favor:
6-0
Votes Opposed:
o
Abstentions:
o
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 October 26, 1998 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 duly held and complied with all requirements oflaw.
CI&7<--< (-
Resolution No.: 021-98
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