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021-05BOARD OF SUPERVISORS RESOLUTION NUMBER 021-05 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT IN CONNECTION WITH THE ISSUANCE BY THE VIRGINIA PUBLIC SCHOOL AUTHORITY OF ITS SCHOOL FINANCING BONDS (1997 RESOLUTION) REFUNDING SERIES 2003 D, A PORTION OF THE PROCEEDS OF WHICH REFUNDED THE COUNTY OF FREDERICK GENERAL OBLIGATION SCHOOL BONDS, SERIES 1992B, SERIES 1993A AND REFUNDING SERIES 1994 A; AND AUTHORIZING ANY OTHER ACTIONS NECESSARY TO ACHIEVE THE OBJECTIVES CONTEMPLATED HEREBY WHEREAS, the Virginia Public School Authority (the "Authority") pursuant to (i) a bond resolution adopted on May 21, 1963, as amended (the "1963 Resolution"); (ii) a bond resolution adopted on August 13, 1987, as amended and supplemented (the "1987 Resolution"); and (iii) a bond resolution adopted on October 23, 1997, as amended, restated and supplemented (the "1997 Resolution") issued bonds (respectively, the "1963 Resolution Bonds", the "1987 Resolution Bonds" and the "1997 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 certain 1963 Resolution Bonds and certain 1987 Resolution Bonds to purchase certain duly authorized and issued general obligation school bonds of the County of Frederick, Virginia (the "County") designated the Frederick County School Bonds, Series of 1987A, Series of 1987B, Series of 1988A and Series of 1990A and the County of Frederick General Obligation School Bonds, Series 1991C and Series 1992A ("Prior Local School Bonds"); WHEREAS, the Authority has issued under the 1987 Resolution several series of 1987 Resolution Bonds designated as "School Financing Bonds (1987 Resolution) 1991 Refunding Series C (the "Series 1991 C Bonds"), "School Financing Bonds (1987 Resolution) 1992 Series B" (the "Series 1992 B Bonds"), "School Financing Bonds (1987 Resolution) 1993 Series A" (the "Series 1993 A Bonds") and "School Financing Bonds (1987 Resolution) 1993 Refunding Series B" (the "Series 1993 B Bonds"); WHEREAS, the Authority refunded certain 1963 Resolution Bonds and certain 1987 Resolution Bonds with a portion of the proceeds of its Series 1991 C Bonds and Series 1993 B Bonds and, in connection therewith, the County exchanged its Prior Local School Bonds with a duly authorized and issued general obligation school bond designated the County of Frederick General Obligation School Bond, Refunding Series 1994 A (the "1994 A Local School Bond"); WHEREAS, the Authority used a portion of the proceeds of the Series 1992 B Bonds and Series 1993 A Bonds to purchase certain duly authorized and issued general obligation school bonds of the County designated the County of Frederick General Obligation School WHEREAS, the Authority refunded its Series 1991 C Bonds, Series 1992 B Bonds, Series 1993 A Bonds and Series 1993 B Bonds ("Refunded Bonds") with a portion of the proceeds of its Virginia Public School Authority School Financing Bonds (1997 Resolution) Refunding Series 2003 D (the "Refunding Bonds") issued pursuant to the 1997 Resolution; WHEREAS, the Authority in refunding the Refunded Bonds 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 ("SEC") Rule 15c2-12 (the "Rule"); WHEREAS, the Authority has requested the County to execute a Continuing Disclosure Agreement in order for the Authority to assist the Underwriters in complying with the Rule, and; 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; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA: 1. Continuing Disclosure Agreement. -- The Chairman of the Board of Supervisors, the County Administrator and such officer or officers as they may designate are hereby authorized to enter into a Continuing Disclosure Agreement in the form attached as Appendix A hereto, containing such covenants as may be necessary in order for compliance with the provisions of the Rule, and any other documents the Authority deems necessary to comply with the SEC rules and any Internal Revenue Service rules and regulations regarding maintaining the tax-exempt status of the bonds. 2. Use of Proceeds Certificate. The Chairman of the Board of Supervisors, the County Administrator and such officer or officers as they may designate are hereby authorized to enter into a Use of Proceeds Certificate in the fonn attached as Appendix B hereto, containing such covenants as may be necessary in order for compliance with any Internal Revenue Service rules and regulations regarding maintaining the tax-exempt status of the 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 any one of them may consider necessary or desirable in connection with the execution and delivery of the Continuing Disclosure Agreement and the Use of Proceeds Certificate and maintaining the tax-exempt status of the bonds, and any such action previously taken is hereby ratified and confirmed. 2 4. 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 September 28, 2005 and of the whole thereof so far as applicable to the matters referred to in such extract. 1 hereby further certify that such meeting was duly held and complied with all requirements of law. A COPY TESTE: !'~~i J R. Riley, Jr. erk, Board of Supervisors County of Frederick, Virginia Resolution No.: 021-OS cc: Lisa Frye, School Finance Director Cheryl B. Shiffler, Finance Director C. William Orndoff, Jr., Treasurer 3 _ Series 2003 D Locai Issuer: County of Frederick CONTINUING DISCLOSURE AGREEMENT [This Continuing Disclosure Agreement will impose obligations on the Local Issuer if and only if the Local Issuer is or has become and remains a "Material Obligated Person", as defined below] This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by the undersigned local issuer (the "Local Issuer") in connection with the issuance by the Virginia Public School Authority (the "Authority") of $286,670,000 aggregate principal amount of its School Financing Bonds (1997 Resolution) Refunding Series 2003 D (the "Series 2003 D Bonds") pursuant to the provisions of a bond resolution (the "1997 Resolution") adopted on October 23, 1997, as amended and restated. The Series 2003 D Bonds and all other parity bonds heretofore or hereafter issued under the 1997 Resolution are collectively called the "Bonds". A portion of the proceeds of the Series 2003 D Bonds are being used by the Authority to provide funds to refund in advance of their maturity certain bonds of the Authority. The proceeds of the refunded bonds were used to purchase general obligation school bonds (the "Transferred Local School Bonds") issued by certain Virginia counties and cities (the "Transferred Local School Bond Issuers")that have used the proceeds thereof for capital projects for public schools. SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed _ and delivered by the Local Issuer for the benefit of the holders of the Series 2003 D Bonds and in order to assist the Participating Underwriters (defined below) in complying with the Rule (defined below). The Local Issuer acknowledges that it is undertaking primary responsibility for any reports, notices or disclosures that may be required under this Agreement. SECTION 2. Definitions. In addition to the definitions set forth in the 1997 Resolution, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Local Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Dissemination Agent" shall mean the Local Issuer, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by such Local Issuer and which has filed with such Local Issuer a written acceptance of such designation. "Filing Date" shall have the meaning given to such term in Section 3(a) hereof. "Fiscal Year" shall mean the twelve-month period at the end of which financial position and results of operations are determined. Currently, the Local Issuer's Fiscal Yeaz begins July 1 and continues through June 30 of the next calendaz yeaz. "holder" shall mean, for purposes of this Disclosure Agreement, any person who is a record owner or beneficial owner of a Series 2003 D Bond. NYl 5738432v.1 "Listed Events" shall mean any of the events listed in subsection 5(bx5xi)(C) of the Rule. "local school bonds" shall mean any of the Local School Bonds and any other bonds of the Local Issuer pledged as security for Bonds issued under the Authority's 1997 Resolution. "Material Obligated Person" (or "MOP") shall mean the Local Issuer if it has local school bonds outstanding in an aggregate principal amount that exceeds 10% of the aggregate principal amount of all outstanding Bonds of the Authority. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Underwriter" shall mean any of the original underwriters of the Authority's Series 2003 D Bonds required to comply with the Rule in connection with the offering of such Bonds. "Repository" shall mean each Nationa] Repository and each State Repository. "Rule" shall mean Rule ISc2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private depository or entity designated by the State as a state depository for the purpose of the Rule. As of the date of this Agreement, there is no State Repository. SECTION 3. Provision of Annual Reports. (a) The Local Issuer shall, or shall cause the Dissemination Agent to, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. Such Annual Report shall be filed on a date (the "Filing Date") that is not later than 12 months after the end of any Fiscal Year (commencing with its Fiscal Year ending June 30, 2005) as of the end of which such Local Issuer was a MOP, unless as of the Filing Date the Local Issuer is no longer a MOP.1 Not later than ten (10) days prior to the Filing Date, the Local Issuer shall provide the Annual Report to the Dissemination Agent (if applicab]e) and shall provide copies to the Authority. In each case, the Annual Report (i) may be submitted as a single document or as separate documents comprising a package, (ii) may cross-reference other information as provided in Section 4 of this Disclosure Agreement and (iii) shall include the Local Issuer's audited fmancial statements prepared in accordance with applicable State law or, if audited financial statements are not available, such unaudited fmancial statements as may be required by the Rule. in any event, audited financial statements of such Local Issuer must be submitted, if and when available, together with or separately from the Annual Report. (b) If the Local Issuer is unable to provide an Annual Report to the Repositories by the date required in subsection (a), the Local Issuer shall send a notice to the Municipal Securities Rulemaking Board and any State Repository in substantially the form attached hereto as Exhibit A. The Authority will advise the Local Issuer within 60 days of the end of each Fiscal Year if such Local Issuer was a Material Obligated Person as of the end of such Fiscal Yeaz. Upon written request, the Authority will also advise the Local Issuer as to its status as a MOP as of any other date. 2 NY] 5738432v.1 SECTION 4. Content of Annual Reports. Except as otherwise agreed, any Annual Report required to be filed hereunder shall contain or incorporate by reference, at a minimum, annual financial information relating to the Local Issuer, including operating data, (i) updating such information relating to the Local Issuer as shall have been included or cross- referenced in the final Official Statement of the Authority describing the Authority's Series 2003 D Bonds or (ii) if there is no such information described in clause (i), updating such information relating to the Local Issuer as shall have been included or cross-referenced in any comparable disclosure document of the Local Issuer relating to its tax-supported obligations or (iii) if there is no such information described in clause (i) or (ii) above, initially setting forth and then updating the information referred to in Exhibit B as it relates to the Local Issuer, all with a view toward assisting Participating Underwriters in complying with the Rule. Any or all of such information may be incorporated by reference from other documents, including official statements of securities issues with respect to which the Local Issuer is an "obligated person" (within the meaning of the Rule), which have been filed with each of the Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Local Issuer shall clearly identify each such other document so incorporated by reference. SECTION 5. Re orting of Listed Events. Whenever the Local Issuer is a Material Obligated Person _ required to file Annual Reports pursuant to Section 3(a) hereof and obtains knowledge of the occurrence of a Listed Event, and if such Local Issuer has determined that knowledge of the occurrence of a Listed Event with respect to its local school bonds would be material, such Local Issuer shall promptly file a notice of such occurrence with each National Repository or the Municipal Securities Rulemaking Board and each State Repository, if any, with a copy to the Authority. SECTION 6. Alternative Filine. The Local Issuer may, in lieu of filing with the Repositories and each State Repository the Annual Reports and other notices referred to in Sections 3(a), 3(b) and 5, make such filings with DisclosureUSA, the central post office of the Municipal Advisory Council of Texas. SECTION 7. Termination of Reporting Obli ag tion. The Local Issuer's obligations under this Disclosure Agreement shall terminate upon the earlier to occur of the legal defeasance or fmal retirement of all the Transferred Local School Bonds. SECTION 8. Dissemination Agent. The Local Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Local Issuer shall advise the Authority of any such appointment or discharge. If at any time there is not any other designated Dissemination Agent, the Local Issuer shall be the Dissemination Agent. SECTION 9. Amendment. Notwithstanding any other provision of this Disclosure Agreement, the Local Issuer may amend this Disclosure Agreement, if such amendment has been approved in writing by the Authority and is supported by an opinion of independent counsel, acceptable to the Authority, with expertise in federal securities laws, to the effect that such amendment is permitted or required by the Rule. 3 NYl 5738432v.1 SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Local Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Local Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement, such Local Issuer shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. Default. Any person referred to in Section 12 (other than the Local Issuer) may take such action as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Local Issuer to file its Annual Report or to give notice of a Listed Event. The Authority may, and the holders of not less than a majority in aggregate principal amount of Bonds outstanding may, take such actions as maybe necessary and appropriate, including seeking mandate or specific performance by court order, to challenge the adequacy of any information provided pursuant to this Disclosure Agreement, or to enforce any other obligation of the Local issuer hereunder. A default under this Disclosure Agreement shall not be deemed an event of default under the applicable resolution or bonds of the Local Issuer, and the sole remedy under this Disclosure Agreement in the event of any failure of the Local Issuer to comply herewith shall be an action to compel performance. Nothing in this provision shall be deemed to restrict the rights or remedies of any holder pursuant to the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder, or other applicable laws. SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the Local Issuer, the Participating Underwriters, and holders from time to time of the Authority's _ Bonds, and shall create no rights in any other person or entity. SECTION 13. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Date: Sept. 28 ,2005 COUNTY OF FREDERICK John~R Riley, Jr. / County Administrator 4 NY 1 5738432v. ] USE OF PROCEEDS CERTIFICATE This certificate is provided by the County of Frederick (the "County") to the Virginia Public School Authority (the "Issuer") in connection with the distribution by the Issuer to the County of an allocable share of the net savings realized by the Issuer (the "Distribution") through the issuance of its $286,670,000 School Financing Bonds (1997 Resolution) Refunding Series 2003 D (the "Bonds"). We understand that the proceeds of the Bonds were used to refund portions of the Issuer's (i)(a) $127,285,000 School Financing Bonds (1987 Resolution) 1991 Refunding Series C, dated December 1, 1991 (the "1987 Resolution 1991 C Bonds") and (b) $293,160,000 School Financing Bonds (1987 Resolution) 1993 Refunding Series B, dated May 1, 1993 (the "1987 Resolution 1993 B Bonds" and, together with the 1987 Resolution 1991 C Bonds, the "VPSA Refunding Bonds") and (ii)(a) $60,460,000 School Financing Bonds (1987 Resolution) 1992 Series B, dated December 1, 1992 (the "1987 Resolution 1992 B Bonds") and (b) $45,710,000 School Financing Bonds (1987 Resolution) 1993 Series A, dated April 1, 1993 (the "1987 Resolution 1993 A Bonds" and, together with the 1987 Resolution 1992 B Bonds, the "VPSA New Money Bonds"). A portion of the proceeds of the VPSA Refunding Bonds was used to refinance the purchase of certain of the County's Bonds (the "Prior County Bonds"). A portion of the proceeds of the VPSA New Money Bonds was used to purchase the County's bonds respectively issued on December 17, 1992 (the "1992 B County Bonds") and Apri129, 1993 (the "1993 A County Bonds" and, together with the 1992 B County Bonds, the "County New Money Bonds"). In connection with issuance of the VPSA Refunding Bonds, the County received a Lump Sum Cash Payment, representing its allocable share of the net savings realized by the Issuer, and the Prior County Bonds. In exchange therefor, the County issued a duly authorized County bond dated December 15, 1993 (the "1993 County Refunding Bond" and, together with the Prior County Bonds and County New Money Bonds, the "County Bonds"). Concurrently with the issuance of the 1993 County Refunding Bond, the County executed a General Certificate (the "General Certificate") that recognized that the 1993 County Refunding Bond was issued to refund the Prior County Bonds, the proceeds of which were used to finance certain capital school projects of the County (the "Prior School Projects"), that the Lump Sum Cash Payment would be used to finance certain capital school projects of the County (the "1993 School Projects") and that the exclusion from gross income of interest on the VPSA Refunding Bonds was based in part on the use of proceeds of the Prior County Bonds and 1993 County Refunding Bond and the Prior School Projects and the 1993 School Projects financed or refinanced by such proceeds by the County. Consequently, the General Certificate contained certain representations and covenants of the County regarding the use of the proceeds of the Prior County Bonds and 1993 County Refunding Bond and the Prior School Projects and 1993 School Projects. In connection with the issuance of the VPSA New Money Bonds and each series of County New Money Bonds purchased therewith, the County executed a Use of Proceeds Certificate (the "Use of Proceeds Certificate") that recognized that the 1992 B County Bonds NYl 5738941 v_1 were purchased by the Issuer with the proceeds of the 1987 Resolution 1992 B Bonds, that the 1993 A County Bonds were purchased by the Issuer with the proceeds of the 1987 Resolution 1993 A Bonds and that the exclusion from gross income of interest on the respective VPSA New Money Bonds was based in part on the use of proceeds of the respective series of County New Money Bonds and the school projects financed by such proceeds (the "New Money School Projects" and, together with the Prior School Projects and 1993 School Projects, the "Projects") by the County. Consequently, each Use of Proceeds Certificate contained certain representations and covenants of the County regarding the use of the proceeds of each series of the County New Money Bonds and the New Money School Projects. The County recognizes that the exclusion from gross income of interest on the Bonds is based in part on the representations contained in the General Certificate and the respective Use of Proceeds Certificate and contingent on the continuing compliance by the County with the covenants contained in the General Certificate and respective Use of Proceeds Certificate. Accordingly, the County certifies that it has reviewed the representations set forth in the General Certificate and respective Use of Proceeds Certificate with respect to the Projects (the "UPC Representations") and the use of the Projects and that it has discussed with the School Board of the County (the "School Board") its use of the Projects. Based on such review and discussions, the County hereby certifies that the UPC Representations continue to be true and correct. Such provisions are hereby incorporated by reference into this certificate and shall be treated as representations made by the County as if set forth herein. Furthermore, the County has discussed the UPC Representations with the School Board and neither the County nor the School _ Board will take any action that is inconsistent with such UPC Representations. The County further covenants that: (a) it shall use the Distribution to pay for the cost of public school capital purposes within six months of the date hereof and that such public school capital purposes shall be used in a manner consistent with the UPC Representations (references to school projects shall hereinafter include the public school capital purposes acquired with the Distribution); (b) it shall not sell or otherwise dispose of the Projects prior to the final maturity date of the Bonds of August 1, 2019 except as shall be permitted in the opinion of an attorney or firm of attorneys, acceptable to the Issuer, nationally recognized as experienced with respect to matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations of States and political subdivisions; (c) it shall not knowingly take any action which will, or fail to take any action which failure will, cause the interest on the Bonds to become includable in the gross income of the owners of the Bonds for federal income tax purposes pursuant to the provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder in effect on the date of original issuance of the Bonds; and 2 NYI 5738941 v.l (d) in fiutherance of its obligations under its County Bonds, it shall obtain the same covenants contained in subparagraph (a), (b) and (c} above from the School Board with respect to the Projects. 2005 COUNTY OF FREDERICK /~ ~. -" ,~~ " 7 <% r BY ~ i d~~~.~`%'!~~C John R' Riley, Jr. ~~ County Administrator FREDERICK COUNTY PUBLIC SCHOOLS By Dr. William C. Dean Superintendent 3 NY1 5738941 v.1 E7~IIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT [AUDITED FINANCIAL STATEMENTS] Re: VIRGINIA PUBLIC SCHOOL AUTHORITY SCHOOL FINANCING BONDS (1997 Resolution) Refunding Series 2003 D CUSIP Numbers: 92817E RS7 -92817E V52 Dated: December 11, 2003 Name of Local Issuer: County of Frederick NOTICE 1S HEREBY GIVEN that the County of Frederick has not provided an Annual Report as required by Section 3(a) of the Continuing Disclosure Agreement, which was entered into in connection with the above-named bonds issued pursuant to that certain Series Resolution adopted on November 13, 2003, by the Board of Commissioners of the Virginia Public School Authority, the proceeds of which were used to refund certain School Bonds of the County of Frederick. [The County of Frederick anticipates that the Annual Report will be filed by .] The County of Frederick is a _ material "obligated person" within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, with respect to the above-named bonds of the Authority. Dated: COUNTY OF FREDERICK ~: ~ ,v, NYl 5738432v.1 EN'IIIBIT B CONTENT OF ANNUAL REPORT Description of the Local Issuer. A description of the Local Issuer including a summary of its form of government, budgetary processes and its management and officers. Debt. A description of the terms of the Local Issuer's outstanding tax-supported and other debt including a historical summary of outstanding tax-supported debt; a summary of authorized but unissued tax-supported debt; a summary of legal debt margin; a summary of overlapping debt; and a summary of annual debt service on outstandingtax-supported debt as of the end of the preceding fiscal year. The Annual Report should also include (to the extent not shown in the latest audited financial statements) a description of contingent obligations as well as pension plans administered by the Local Issuer and any unfunded pension liabilities. Financial Data. Financial information respecting the Local Issuer including a description of revenues and expenditures for its major funds and a summary of its tax policy, structure and collections as of the end of the preceding fiscal year. Capital Improvement Plan. A summary of the Local Issuer's capital improvement plan. Demographic, Economic and Supplemental Information. A summary of the Local Issuer's demographic and economic characteristics such as population, income, employment, and public school enrollment and infrastructure data as of the end of the preceding fiscal year. The Annual Report should also include a description of material litigation pending against the Local Issuer. NYl 5738432x.1 Virginia Public School Authority Refunding, Series 20030 Present Value Lump Sum Savings by Participant From Several Refunded VPSA Series Savings Total From All by Series Refunded Series Albemarle County Series 19926 125,123.89 Series 19936 537,716.91 Series 1993C 162,301.15 $825,141.95 Amherst County Series 1991C 9,935.30 Series 19936 7,513.99 Series 1993C 46,098.31 Series 1995A 103,388.74 166, 936.35 Augusta County Series 1991 C 34,678.28 Series 19926 101,033.57 Series 1993A 135,570.53 Series 1993C 38,209.92 309,492.31 Bath County Series 1991 C 11,299.77 11,299.77 Bedford City Series 1991 C 22,908.63 22,908.63 Bedford County Series 1991 C 71,179.79 Series 19926 346,776.28 Series 19936 83,033.36 500, 989.43 Botetourt County Series 1991 C 2,164.08 2,164.08 Bristol City Series 1993 A 51,447.15 51,447.15 Buchanan County Series 1991 C 11,783.20 11,783.20 Campbell County Series 1993A 150,390.11 Series 1993C 142,649.77 293, 039.88 1 ~7 Virginia Public School Authority Refunding, Series 2003D Present Value Lump Sum Savings by Participant From Several Refunded VPSA Series Savings Total From All by Series Refunded Series Caroline County Series 19936 113,183.47 Series 1993C 31,190.07 144, 373.54 Chesterfield County Series 1991 C 76,174.11 Series 1995A 391,212.40 467,386.51 Clarke County Series 1991C 2,567.85 Series 19926 108,122.14 Series 19936 41,447.87 152,137.85 Covington Series 1991 C 64,095.52 64,095.52 Culpeper County Series 1993 B 217,405.94 217,405.94 Dinwiddie County Series 1992 B 15,510.35 15,510.35 Essex County Series 19936 15,748.93 Series 1993C 3,977.93 19,726.86 Falls Church Series 1991 C 27,441.21 Series 19936 8,370.29 35,811.49 Fauquier County Series 1991C 294,516.13 Series 19938 333,322.50 627,838.63 Floyd County 4,053.28 4,053.28 Fluvanna County 12,620.02 12,620.02 2 "` ~' w_ ~, _, Virginia Public School Authority Refunding, Series 2003D Present Value Lump Sum Savings by Participant From Several Refunded VPSA Series Frederick County Series 1991 C Series 19926 Series 1993A Series 19938 Gloucester County Series 1991 C Series 19926 Series 1993A Series 19938 Goochland County Series 1993 B Greene County Series 1991 C Greensville County Series 1991 C Series 19936 Halifax County Series 1993 B Hanover County Series 1991 C Series 19926 Series 19936 Series 1993C Harrisonburg Series 19928 Series 19938 Henrico County Series 1993 B Henry County Series 1991 C Savings by Series 2,996.81 166,147.41 261,123.77 434,077.69 864,345.69 2,808.35 187,941.42 107,348.42 116,041.53 29,567.05 414,139.72 29,567.05 17,442.69 28,927.32 29,835.29 4,788.88 58,762.62 4,788.88 122,968.53 270,509.70 619,375.64 47,445.80 433,198.09 202,746.67 30,377.33 635,944.76 30.377.33 29,892.95 Total From All Refunded Series 17,442.69 1,060,299.67 29,892.95 3 ~ -n Virginia Public School Authority Refunding, Series 20030 Present Value Lump Sum Savings by Participant From Several Refunded YPSA Series Hopewell Series 1991 C Series 19936 Isle of Wight County Series 1991 C James City County Series 1991 C Series 19938 King 8 Queen County Series 1993 C King George County Series 1991 C Series 19936 King William County Series 1991 C Series 19936 Lancaster County Series 1991 C Lee County Series 1991 C Series 19936 Loudoun County Series 1991 C Series 19938 Louisa County Series 1991 C Manassas Series 1993 B Mathews County Series 1993 B Savings Total From All by Series Refunded Series 42,525.40 24,720.63 67,246.03 5,410.20 5,410.20 67,500.81 449,316.16 516,816.97 13,157.96 13,157.96 10,220.81 35,796.10 46,016.91 29,844.83 13,854.78 43,699.61 92,922.18 92,922.18 127,860.62 19,250.36 147,110.98 237,030.28 269,039.77 506,070.05 20,304.83 20,304.83 49,739.24 49,739.24 340,615.10 340,615.10 4 ~, i..~ Virginia Public School Authority Refunding, Series 20030 Present Value Lump Sum Savings by Participant From Several Refunded VPSA Series Savings by Series Middlesex County Series 1991C 4,402.66 Series 19936 71,406.75 Montgomery County Series 1993A 135,570.53 Series 19936 18,855.12 Series 1993C 38,210.23 Nelson County Series 19928 65,830.48 Series 1993A 204,755.60 Series 19938 15,669.26 New Kent County Series 1991 C 41,216.51 Northampton County Series 1993 B 9,633.67 Northumberland County Series 1991 C 8,053.65 Norton Series 1993 B 10,883.92 Orange County Series 1991C 23,499.97 Series 1993A 202,095.53 Series 19936 13,535.41 Series 1995A 12,923.59 Page County Series 19936 72,316.51 Series 1993C 12,651.97 Poquoson Series 1993 B 24,857.83 Powhatan County Series 1991C 6,236.21 Series 19926 30,102.40 Total From All Refunded Series 75,809.41 192,635.87 286,255.34 41,216.51 9,633.67 8, 053.65 1 D, 883.92 252,054.50 84,968.49 24,857.83 36, 338.60 5 ~r~t_. Virginia Public School Authority Refunding, Series 2003D -- Present Value Lump Sum Savings by Participant From Several Refunded VPSA Series Savings Total From All by Series Refunded Series Prince Edward County Series 19936 11,901.60 Series 1993C 49,828.82 61,730.43 Prince William County Series 1991C 174,864.97 Series 1993A 323,090.23 Series 19936 163,365.83 Series 1995A 665,192.56 1,326, 513.59 Rappahannock County Series 1993 C 20,457.40 20,457.40 Roanoke County Series 19926 76,508.61 Series 19936 20,649.45 Series 1993C 30,404.30 Series 1995A 454,211.50 581,773.86 Rockingham County Series 1991 C 51,444.67 Series 19928 225,113.32 Series 1993C 46,098.30 322,656.29 Russell County Series 1991C 12,301.70 Series 19938 35,633.17 47, 934.87 Shenandoah County Series 1993A 273,645.07 Series 19936 450,345.48 Series 1993C 72,843.91 796,834.46 South Boston Series 1993 C 4,343.85 4,343.85 Southampton County Series 19926 108,772.01 Series 19938 132,679.83 Series 1993C 33,061.01 274, 512.86 6 _i~~° Virginia Public School Authority Refunding, Series 2003D - Present Value Lump Sum Savings by Participant From Several Refunded VPSA Series Savings Total From All by Series Refunded Series Spotsylvania County Series 1991 C 201,414.52 Series 19938 518,337.54 719,752.06 Stafford County Series 1991C 157,371.76 Series 19926 361,158.34 Series 1993A 245,680.05 Series 19936 513,246.32 Series 1993C 80,910.38 Series 1995A 15,959.69 1,374,326.54 Surry County Series 1993 C 83,024.43 83,024.43 Tazewell County Series 19936 75,659.89 Series 1993C 26,825.65 102,485.54 Warren County Series 1995 B 575,941.00 575,941.00 Washington County Series 19936 9,403.78 Series 1995A 31,936.52 41,340.30 Westmoreland County Series 1991 C 19,688.50 19,688.50 Wise County Series 1993 B 17,881.25 17,881.25 Wythe County Series 1991C 5,886.21 Series 19936 44,927.05 50,813.27 York County Series 1991C 67,038.18 Series 19936 67,354.56 Series 1993C 57,782.84 192,175.58 Total $16,587,728.00 $16,587,728.00 7 ~`- a`SWd~nrs ~„ ~~ ~ ~ P~ F j Frederick County Public Schools Visit us at cw~nv.frederickkl2.va.us Duector of Finance TO: Cheryl Shiffler, Finance Duector FROM: Lisa K. Frye, Director of Finance; t ;,, ~~y~ v~ SUBJECT: Refunding Series 2003D Financing Bonds DATE: September 14, 2005 e-mail: fryel@Irederick.kl2. vaus Pursuant to your request to review the proposed resolution authorizing the execution and delivery of a continuing disclosure agreement in connection with the issuance by the VPSA of its school financing bonds, I have discussed such with Dr. Dean. You indicated the proceeds to Frederick County to be approximately $864,000 and that you would like to send the resolution through the county finance on September 21 ~` and on to the board of supervisors on September 28th. Lacking any other specific information regarding timelines or other necessary actions, placement of these funds in the school construction fund to reduce future borrowing requirements on the 11th elementary school or other building project would be meet the requirements of the use of proceeds certification. Please advise upon receipt of these funds as there is a six month spending requirement. Thank you. C: Wiliam C. Dean, Ph.D., Superintendent School Board Members 540-b62-3888 1415 Amherst Street, Post Office Box 3508, Winchester, VA 22604-2546 FAX 540-722-2788 _~~~.~