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007-97 At a regular meeting of the Board of Supervisors of the County of Frederick, Virginia, held on the 10th day of September, 1997, the following Board of Supervisors members were recorded as present: PRESENT: James L. Longerbeam, Chairman Richard C. Shickle, Vice Chairman w. Harrington Smith, Jr. Charles W. Orndoff, Sr. Robert M. Sager Margaret B. Douglas On motion by W. Harrington Smith, Jr. , seconded by Richard C. Shick1e, the attached Resolution was adopted by a majority of the members of the Board of Supervisors by a roll call vote, the votes being recorded as follows: MEMBER YQIE James L. Longerbeam Richard C. Shickle W. Harrington Smith, Jr. Charles W. Orndoff, Sr. Robert M. Sager Margaret B. Douglas Yea Yea Yea Yea Yea Yea A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING BONDS The County of Frederick, Virginia (the "County"), is obligated to make certain annual payments (the "VRS Obligation") to or on behalf of the Frederick County School Division to pay to the Virginia Retirement System (the "VRSH) the Frederick County School Division's early retirement program costs as set forth in the Memorandum, dated May 15, 1992 from the Director of the Virginia Retirement System to Division Superintendents and Financial Officers of Public School Boards. The Board of Supervisors proposes to issue general obligation refunding bonds of the County to refinance the VRS Obligation. 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 of Supervisors hereby determines that it is advisable to contract a debt and to issue and sell the County's general obligation refunding bonds (the "Bonds") in the maximum principal amount of $1,535,000 pursuant to Article 5 of the Public Finance Act of 1991, Chapter 5.1, Title 15.1, Code of Virginia of 1950, as amended (the "ActH). The issuance and sale of the Bonds are hereby authorized. The proceeds from the issuance and sale of the Bonds shall be used to refund the VRS Obligation and to pay the costs of issuing the Bonds. 2. Pledge of Full Faith and Credit. The full faith and credit of the County are hereby irrevocably pledged for the payment of the principal of, premium, if any, and interest on the Bonds as the same become due and payable. The Board of Supervisors shall levy an annual ad valorem tax upon all property in the County, subject to local taxation, sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same shall become due for payment unless other funds are lawfully available and appropriated for the timely payment thereof. 3. Details and Sale of Bonds. The Bonds shall be issued and sold in such manner (including competitive or negotiated sale) as the County Administrator may determine and upon the terms established pursuant to this Resolution and upon such other terms as may be determined by subsequent resolution of the Board of Supervisors. 4. Form of Bonds. The Bonds shall be in substantially the form attached to this Resolution as Exhibit A, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution. There may be endorsed on the Bonds such legend or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. 5. Execution of Bonds. The Chairman and the Clerk of the Board of Supervisors of the County are authorized and directed to execute appropriate negotiable Bonds and to affix the seal of the County thereto and to deliver the Bonds to the purchaser thereof upon payment of the purchase price. The manner of execution and affixation of the seal may be by facsimile, provided, however, that if the signatures of the Chairman and the Clerk are both by facsimile, the Bonds shall not be valid until signed at the foot thereof by the manual signature of the Bond Registrar. 6. Disclosure Documents. The County Administrator and the Chairman of the Board of Supervisors, or either of them, and such officers and agents of the County as either of them may designate are hereby authorized and directed to prepare, execute, if required, and distribute an appropriate preliminary official statement, official statement or such other offering or disclosure documents as may be necessary to expedite the sale of the Bonds. The preliminary official statement, official statement or other documents shall be published in such publications and distributed in such manner and at such times as the County Administrator, or such officer of the County as he may designate, shall determine. 7. Judicial Validation. The County Attorney and such officers and agents of the County as he may designate are authorized and directed to bring a proceeding to establish the validity of the Bonds pursuant to Article 6 of the Act. 8. Further Actions. The County Administrator, the County Attorney and the Chairman of the Board of Supervisors and such officers and agents of the County as any of them may designate are authorized and directed to take such further action as they deem necessary regarding the issuance and sale of the Bonds and the matters set forth in this Resolution and all actions taken by such officers and agents in connection with the issuance and sale of the Bonds are ratified and confirmed. 9. Effective Date. This Resolution shall take effect immediately. -2- The undersigned Clerk of the Board of Supervisors of the County of Frederick, Virginia, certifies that the foregoing constitutes a true, complete and correct copy of the Resolution adopted at a regular meeting of the Board of Supervisors of the County of Frederick, Virginia, held on September 10, 1997. W,\FRRD\PRNSION\FRRD017.RSO RESOLUTION NO.: 007-97 -3- County Exhibit A FORM OF BOND UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA No. R- COUNTY OF FREDERICK GENERAL OBLIGATION REFUNDING BOND, SERIES 1997 MATURITY DATE INTEREST RATE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: COUNTY OF FREDERICK, VIRGINIA ("County"), for value received, acknowledges itself indebted and promises to pay to the registered owner of this Bond or legal representative, the principal amount stated above on the maturity date set forth above and to pay interest on the principal amount of this Bond at the rate specified above per annum, payable semiannually on 1 and 1, beginning on 1, ____ This Bond shall bear interest (a) from " if this Bond is authenticated before , -Or ~otherwise from the or tha~is~ immediately precedes, the date on which this Bond-rs authenticated; provided that, if at the time of authentication of this Bond, interest on this Bond is in default, this Bond shall bear interest from the date to which interest has been paid. Both principal of and interest on this Bond are payable in lawful money of the United States of America. The principal of this Bond is payable upon presentation and surrender hereof at the office of , as Bond Registrar and Paying Agent ("Bond Registrar"). Interest on this Bond is payable by check or draft mailed to the registered owner hereof at its address as it appears on the registration books maintained by the Bond Registrar without presentation of this Bond; provided that as long as Cede & Co. is the registered owner of this Bond, interest shall be paid by wire transfer. All interest payments shall be made to the registered owner as it appears on the registration books kept by the Bond Registrar on the fifteenth day of the month preceding each interest payment date. [The interest on this Bond is includable in the income of the owner of this Bond for federal income tax purposes and is therefore subject to federal income taxation.] This Bond has been duly authorized by the Board of Supervisors and is issued for the purpose of refunding the obligation of the County's School Division to make certain payments to the virginia Retirement System. The full faith and credit of the County are irrevocably pledged for the payment of the principal of and premium, if any, and interest on this Bond in accordance with its terms. This Bond is one of a series of $ General Obligation Refunding Bonds, Series _ of the County, ("Bonds") of like date and tenor, except as to number, denomination, rate of interest and maturity, issued under the authority of and in full compliance with the Constitution and statutes of the Commonwealth of Virginia, and, more particularly, issued pursuant to the Public Finance Act of 1991, Chapter 5.1 of Title 15.1 of the Code of Virginia of 1950, as amended, and resolutions adopted by the Board of Supervisors on , 1997 and ("Resolutions") . Bonds maturing on or before __, _ are not subject to redemption before maturity. Bonds at the time outstanding which are stated to mature on or after __, ____ may be redeemed before their maturities on or after __, ____, at the option of the County in whole or in part (in installments of $5,000) at any time or from time to time during the following redemption periods upon payment of the following redemption prices (expressed as a percentage of the principal amount to be redeemed) together with the interest accrued thereon to the date fixed for redemption: Redemption Period (both datp.R inclusive) RedelllPtion Price through through and thereafter % _% _% If less than all of the Bonds are called for redemption, the maturities of the Bonds to be redeemed shall be selected by the County Administrator of the County in such officer's discretion. If less than all of the Bonds of any maturity are called for redemption, the Bonds or portions thereof to be redeemed within a maturity shall be selected by lot by the Bond Registrar, each portion of $5,000 principal amount being counted as one Bond for such purpose. If any of the Bonds or portions thereof are called for redemption, the Bond Registrar shall send notice of the call for redemption identifying the Bonds by serial or CUSIP numbers, and in the case of partial redemption, identifying the principal amount to be redeemed, and identifying the redemption date and price and the place where Bonds are to be surrendered for payment, by first class mail not less than 30 nor more than 60 days before the redemption date to the registered owner of each -2- Bond to be redeemed at such owner's address as it appears on the registration books maintained by the Bond Registrar, but failure to mail such notice shall not affect the validity of the proceedings for redemption. Provided funds for their redemption are on deposit at the place of payment on the redemption date, all Bonds or portions thereof so called for redemption shall cease to bear interest on such date, shall no longer be secured by the Resolution and shall not be deemed to be outstanding. If a portion of this Bond shall be called for redemption, a new Bond in principal amount equal to the unredeemed portion hereof will be issued to the registered owner upon the surrender of this Bond. The Bonds are issuable as fully registered bonds in denominations of $5,000 and integral multiples thereof. Any Bond may be exchanged for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations at the principal office of the Bond Registrar. This Bond may be transferred only by an assignment duly executed by the registered owner hereof or such owner's attorney or legal representative in a form satisfactory to the Bond Registrar. Such transfer shall be made in the registration books kept by the Bond Registrar upon presentation and surrender hereof and the County shall execute, and the Bond Registrar shall authenticate and deliver in exchange, a new Bond or Bonds having an equal aggregate principal amount, in authorized denominations, of the same form and maturity, bearing interest at the same rate, and registered in names as requested by the then registered owner hereof or such owner's attorney or legal representative. Any such exchange shall be at the expense of the County, except that the Bond Registrar may charge the person requesting such exchange the amount of any tax or other governmental charge required to be paid with respect thereto. The County may designate a successor Bond Registrar and/or paying agent, provided that written notice specifying the name and location of the principal office of any such successor shall be given to the registered owner of the Bonds. Upon registration of transfer of this Bond, the Bond Registrar shall furnish written notice to the transferee of the name and location of the principal office of the Bond Registrar and/or the paying agent. The Bond Registrar shall treat the registered owner as the person exclusively entitled to payment of principal and interest and the exercise of all other rights and powers of the owner, except that interest payments shall be made to the person shown as the owner on the registration books on the 15th day of the month preceding each interest payment date. -3- This Bond shall not be valid or obligatory for any purpose unless and until authenticated at the foot hereof by the Bond Registrar. It is hereby certified and recited that all acts, conditions and things required by the Constitution and statutes of the Commonwealth of Virginia to happen, exist or be performed precedent to the issuance of this Bond have happened, exist or been performed in due time, form and manner as so required and that the indebtedness evidenced by this Bond is within every debt and other limit prescribed by the Constitution and statutes of the Commonwealth of virginia. IN WITNESS WHEREOF, the Board of Supervisors of the County of Frederick, Virginia, has caused this Bond to be signed by the facsimile signature of the Chairman of the Board of Supervisors, a facsimile of its seal to be affixed and attested by the facsimile signature of its Clerk and this Bond to be dated COUNTY OF FREDERICK, VIRGINIA By Chairman, Board of Supervisors, County of Frederick, Virginia [SEAL] ATTEST; Clerk, Board of Supervisors, County of Frederick, Virginia -4- ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE. OF ASSIGNEE) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE; the within Bond and does hereby irrevocably constitute and appoint , attorney, to transfer said Bond on the books kept for registration of said Bond, with full power of substitution in the premises. Dated Registered Owner (NOTICE; The signature above must correspond with the name of the Registered Owner as it appears on the books kept for registration of this Bond in every particular, without alteration or change.) Signature Guaranteed; (NOTICE; Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. ) -5- CERTIFICATE OF AUTHENTICATION The undersigned Bond Registrar hereby certifies that this is one of a series of Bonds of the County of Frederick, Virginia described in the within-mentioned Resolutions. Authentication Date: By: -6- W:\FRED\PENSION\FRED017.RSO -7-