006-96
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BOARD OF SUPERVISORS
<'/~?<:+" A RESOLUTION AUTHORIZING THE ISSUANCE OF $1,200,000 GENERAL
, :;,~::"'>'~"'ii, OBUGATION SCHOOL BONDS OF THE COUNTY OF FREDERICK,vmGINIA TO BE
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",<:,:\\S;?;~' SOLD TO THE vmGINIA PUBUC SCHOOLAUTHORTIY AND PROVIDING FOR THE
" ::,.'?:A'iF',': 'FORM AND DETAIL THEREOF
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WBEREAS,The Board of Supervisors (the "Board") of the County of Frederick, VIrginia
(the "County") has determined that it is necessary and expedient to borrow not to exceed $1,200,000
and to issue its general obligation school bonds to finance certain capital projects for school purposes.
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WHEREAS, The County has held a public hearing, after due publication of notice, in
accordance with Section 15.1-227.8, Code of VIrginia of 1950, as amended (the "VIrginia Code")
on October 9, 1996 on the issuance of school bonds in the amount of$I,200,000.
WHEREAS. The School Board of the County 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, vmGINIA:
1. Authorization of Bonds and Use of Proceeds. The Board hereby detennines that it is
advisable to contract a debt and to issue and sell general obligation school bonds of the County in an
aggregate amount not to exceed $1,200,000 (the "Bonds") for the purpose of financing or refinancing
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 of the Bonds, It is detennined to be in the best interest of the County to accept the
offer of the VIrginia Public School Authority (the "VPSA") to purchase from the County, and to sell
to the VPSA, the Bonds at par 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 a 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$5,000 and whole multiples thereot; shall be dated the date of issuance and delivery of the Bonds;
shall be designated "General Obligation School Bonds, Series 1996"; 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 July 15, 1997 (or such other date as the County Administrator may approve) at the
rates established in accordance with paragraph 4 of this Resolution; and shall mature on July 15 (or
such other date as the County Administrator may approve) in the years (each a "Principal Payment
Date") and in the amounts established in accordance with paragraph 4 of this Resolution.
4. Principal Installments and Interest Rates. The County Administrator is hereby authorized
and directed to accept the interest rates on the Bond established by the VPSA, provided that each
interest rate shall be ten one hundredths of one percent (0.100/0) 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 eight percent (8%) per annum. The
County Administrator is further authorized and directed to accept the aggregate principal amount 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. Form of the Bonds. For as long as the VPSA is the registered owner of the Bonds, the
Bonds shall be in the form of a single, temporary typewritten bond substantially in the form attached
hereto as Exhibit A On twenty (20) days written notice from the VPSA, the County shall deliver,
at its expense, Bonds in marketable form in denominations of $5,000 and whole multiples thereof,
as requested by the VPSA, in exchange for the temporary typewritten Bond.
6. Payment Paying Agent and 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 AM. 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 ofV1fginia, then at or before 11:00 AM. on the business day 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)
Agent for the Bonds.
, Virginia, is designated as Bond Registrar and Paying
7. Prepayment or Redemption. The Principal Installments of the Bonds held by the VPSA
coming due on or before July 15,2007, and the definitive Bonds for which the Bonds held by the
VPSA may.be exchanged that mature on or before July 15, 2007, are not subject to prepayment or
redemption prior to their state maturities. The Principal Installments of the Bonds coming due after
July 15,2007, and the definitive Bonds for which the Bonds held by the VPSA may be exchanged
that mature after July 15, 2007, 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, 2007, 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
interest to the date set for prepayment or redemption:
Dates
Prices
July 15, 2007 to July 14, 2008, inclusive......................................................... 103%
July 15, 2008 to July 14,2009, inclusive......................................................... 102
July 15,2009.10 July 14, 2010, inclusive......................................................... 101
July 15, 2010 and thereafter............................................................................1 00;
Provided. however. that the Bonds shalI 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 set forth in the Bond Sale Agreement.
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.
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, ifany, and the interest shall become due, which tax
shall be without liniitation 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 and such officer or officers of the 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 of the proceeds of
the 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 "Code"), 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 so that interest on the Bonds and on the VPSA Bonds
will remain excludable from gross income for Federal income tax purposes.
II. State Non-Arbitrage Program: Proceeds Agreement. The Bond 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 of them
may designate. are hereby authorized and directed to execute and deliver a Proceeds Agreement with
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 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 15c2-12.
13. FiJinlJ 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 of the 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 October 9, 1996, 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 a regularly
scheduled meeting and that, during the consideration of the foregoing resolution, a quorum was
present.
WITNESS MY HAND and the seal of the Board of Supervisors of the County of Frederick,
Virginia, this 9th day of October, 1996.
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RESOLU110N NO.: 006-96