048-06BOARD OF SUPERVISORS
BOARD OF SUPERVISORS
COUNTY OF FREDERICK
FREDERICK, VIRGINIA
RESOLUTION
At a regular meeting of the Frederick County Board of Supervisors held on the 22nd day
of February, 2006, the following resolution was adopted by a majority of the members of the
Board of Supervisors by the following roll call vote, as recorded in the minutes of the meeting:
PRESENT: VOTE:
Richard C. Shickle, Chairman Aye
Bill M. Ewing Aye
Gary W. Dove Aye
Gene E. Fisher Aye
Philip A. Lemieux Aye
Barbara E. Van Osten Aye
Charles S. DeHaven, Jr. Aye
ABSENT:
No one was absent.
On motion of Gary W. Dove, seconded by Bill M. Ewing, which carried by a vote of 7-0,
the following was adopted:
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 thereof; shall be dated the date of issuance and
delivery of the Bonds; shall be designated "General Obligation School Bonds, Series 2006" (or
such other designation as the County Administrator may approve) 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, 2007, 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 of VPSA.
4. Principal 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 no more than 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 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 six percent (6%) 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
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. The Bonds shall be initially in the form of a single, temporary
typewritten bond substantially in the form attached hereto as Exhibit A.
6. Payment; Pang Agent and Bond Re ise tray. 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. Prepayment or Redemption. The Principal Installments of the Bonds held by the
VPSA coming due on or before July 15, 2016, and the definitive Bonds for which the Bonds held
by the VPSA may be exchanged that mature on or before July 15, 2016 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, 2016 and the definitive Bonds for which the
Bonds held by the VPSA may be exchanged that mature after July 15, 2016 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, 2016 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, 2016 to July 14, 2017, inclusive ..................................................... 101
July 15, 2017 to July 14, 2018, inclusive ..................................................... 100.5
July 15, 2018 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 VPSA.
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. The manner of such execution may be by facsimile,
provided that if both signatures are by facsimile, the Bonds shall not be valid until authenticated
by the manual signature of the Paying Agent.
9. Pledse 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 of them and such officer or officers of the County as
either may designate are hereby authorized and directed to execute aNon-Arbitrage Certificate,
if required 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.
11. State Non-Arbitrage Program; Proceeds Agreement. The Board 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, 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 inAppendix 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 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 of the County as either of them 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 22, 2006, 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. 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 of the Board of Supervisors of the County of
Frederick, Virginia, this 22nd day of February, 2006.
(SEAL;)
John ~. iley, Jr.
Clerk, oard of Supervisors
County of Frederick, Virginia
Resolution No.: 048-06
EXHIBIT A
NO. TR-1
(FORM OF TEMPORARY BOND)
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Obligation School Bond
Series 2006
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
Dollars ($ ), in
annual installments in the amounts set forth on Schedule I attached hereto payable on July 15,
2007 and annually on July 15 thereafter to and including July 15, 20_ (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, 2007
(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 registraz (the "Bond Registrar") shall make all
payments of principal, 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 11:00 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, 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 and the 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, 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
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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, 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 of
this 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 assignment and the surrender of this Bond, the
Bond Registrar shall exchange this Bond for definitive Bonds as hereinabove 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, 2016 and the
definitive Bonds for which this Bond may be exchanged that mature on or before July 15, 2016
are not subject to prepayment or redemption prior to their stated maturities. The principal
installments of this Bond coming due after July 15, 2016, and the definitive Bonds for which this
Bond may be exchanged that mature after July 15, 2016 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, 2016, upon payment of the prepayment or redemption prices (expressed as
-3-
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, 2016 to July 14, 2017, inclusive ....................................................... 101
July 15, 2017 to July 14, 2018, inclusive ....................................................... 100.5
July 15, 2018 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 the prior 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.
All acts, conditions and things required by the Constitution and laws of the
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.
THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, the Board of Supervisors of the 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 or Vice-Chairman, its seal to be affixed hereto and attested by the
signature of its Clerk or any of its Deputy Clerks, and this Bond to be dated May _, 2006.
(SEAL)
ATTEST:
Clerk, Board of Supervisors of the County
of Frederick, Virginia
COUNTY OF FREDERICK, VIRGINIA
By:
Chairman, Board of Supervisors of the
County of Frederick, Virginia
EXHIBIT A
DO NOT SIGN -PART OF EXHIBIT ONLT1'
-5-
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 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.
Dated:
Signature Guaranteed:
(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
maybe 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.)
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.)
o__
---:. Frederick
... to ensure
Director of Fnance
DATE: January 30, 2006
County Public Schools
~fl students an exce{lent education
TO: John R Riley, County Administrator _
THROUGH: William C. Dean, Ph.D., Superinten ent
FROM: Lisa K. Frye, Director of Finance ~`'~~
fiyel~irederidc.kl2.va.us
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SUBJECT: VPSA Spring 2006 Bond Sate Application, Purpose and Associated
Resolutions
The application-Attachment A:
Attached is the application for the spring 2006 bond issue, which has been signed by Bill Dean and needs
to be signed by you. No other signatures are required. The application deadline is February 16, 2006.
Please review and sign the application at your convenience. Please note the project estimates on page 3,
question 2. The expected cost of the 11`~ elementary school ($15,839,000) is the actual project budget.
The expected cost of the replacement Gainesboro ($17,800,000) is the amount estimated for this project
in June 2005. At this time, a better estimate is unknown. As you are aware, once the bids aze received, the
school division will seek a revised project cost and appropriation for the remaining project.
The 1 ~` resolution to authorize the applicaiion- Attachment B:
Also attached is the VPSA resolution for the board of supervisors to consider at their February 8, 2006
meeting. The supervisor's resolution authorizes the applications states its intent to issue bonds, and
authorizes advertisement of a public hearing (Attachment C) on February 2Z, 2006. This initial resolution
and the notice of public hearing have been e-mailed to your office. As a reminder, the requirement for
advertisement of the hearing is Dace a week for two consecutive weeks in the same newspaper with the
second publication at least a week before the hearing. Bond counsel recommends advertisement on
February 8~ and February ISffi. If the proposed February 22, 2006 date for public hearing presents too
much difficulty due to the advertising requirement, March 8`~ could be an alternative date.
The resolution is for a total of $6,530,000. This amount is based on the estimated cash needed until
November 2006 (the date of the next bond sale). $830,000 of the bond amount is for the final
!~ borrowing on the 11th elementary school $1,000,000 of the bond amount is for the reimbursement
of expenditures to date and through May for the replacement Gainesboro school project (reference
attached November 9, 2005 Board of Supervisor Resolution). The remaining $4,700,000 is for site
development and construction of the replacement Gainesboro elementary school.
~-~ The Zid resolution to authorize the bond debt:
After the public hearing and subsequent action on February 22, 2006, a 2id resolution approving the debt,
as well as the bond sale agreement, can be mailed in time to meet the Mazch 27, 2006 deadline.
Attachments (3)
pc: William C. Dean, Ph.D., Superintendent
1415 Amherst Street www.trederick.kl2.va.us 540-6'62-3888
P.O. Bwc 3506 fax 540-722-2788
Winchester, Urginia 22604-2546