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008-97 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA DECLARING ITS INTENTION TO REIMBURSE ITSELF FROM THE PROCEEDS OF ONE OR MORE TAX-EXEMPT FINANCINGS FOR CERTAIN EXPENDITURES MADE AND/OR TO BE MADE IN CONNECTION WITH THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN CAPITAL IMPROVEMENTS FOR SCHOOL PROJECTS WHEREAS, the County of Frederick, Virginia (the "Issuer") is a political subdivision organized and existing under the laws of the Commonwealth of Virginia; and WHEREAS, the Board of Supervisors of the Issuer (the "Board") expects to pay, after the date hereof, certain expenditures (the "Expenditures") in connection with the acquisition, construction and/or equipping of capital improvements for school projects, including the acquisition of land and the construction, expansion, renovation, improvement and equipping of various school facilities, consisting of additions to the Armel Elementary School and the Middletown Elementary School (the "Projects"); and WHEREAS, the Board has determined that any moneys previously advanced no more than 60 days prior to the date hereof (and any moneys previously advanced and subject to an exception as described in Section 4) and those moneys to be advanced on and after the date hereof to pay the Expenditures are available only for a temporary period and it is necessary to reimburse the Issuer or the School Board for the Expenditures from the proceeds of one or more issues of tax-exempt bonds (the "Bonds"); NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA AS FOLLOWS: Section 1. The Board hereby declares its intent to reimburse itself or the School Board with the proceeds of the Bonds for the Expenditures with respect to the Project made on and after that date which is no more than 60 days prior to the date hereof (or which are subject to an exception). The Board reasonably expects on the date hereof that it will reimburse the Expenditures with the proceeds of the Bonds. Section 2. Each Expenditure will be either (a) of a type properly chargeable to capital account under general federal income tax principles (determined in each case as of the date of the Expenditure), (b) a cost of issuance with respect to the Bonds, (c) a nonrecurring item that is not customarily payable from current revenues, or (d) a grant to a party that is not related to or an agent of the Issuer so long as such grant does not impose any obligation or condition (directly or indirectly) to repay any amount to or for the benefit of the Issuer. Section 3. The maximum principal amount of the Bonds expected to be issued for the Projects is $3,000,000. Section 4. The Issuer will make a reimbursement' allocation, which is a written allocation by the Issuer that evidences the Issuer's use of proceeds of the Bonds to reimburse an Expenditure, no later than 18 months after the later of the date on which the Expenditure is paid or the applicable Project is placed in service or abandoned, but in no event more than three years after the date on which the Expenditure is paid. The Issuer recognizes that exceptions are available for certain "preliminary expenditures," costs of issuance, certain de minimis amounts, expenditures by "small issuers" (based on the year of issuance and not the year of expenditure) and expenditures for construction projects of at least 5 years. Section 5. This resolution shall take effect immediately upon its passage. ADOPTED this 24th day of September, 1997. W:\FRED\PENSION\FRED017,RS3 Resolution No.: 008-97