HomeMy WebLinkAbout051-07BOARD 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 14th day
of March, 2007, 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
Gene E. Fisher Aye
Gary W. Dove Aye
Bill M. Ewing 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 and seconded by Bill M. Ewing, which carved by a vote of
7-0, the following was adopted:
A RESOLUTION (#051-07) AUTHORIZING THE ISSUANCE AND SALE OF NOT TO
EXCEED $4,580,000 GENERAL OBLIGATION SCHOOL BONDS
OF THE COUNTY OF FREDERICK, VIRGINIA TO BE SOLD TO THE
VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE
FORM AND DETAILS THEREOF
WHEREAS, the Board of Supervisors (the "Board"} of the County of Frederick,
Virginia (the "County") has determined that it is necessary and expedient to borrow in an amount
not to exceed $4,580,000 and to issue its general obligation school bonds to finance certain
capital projects for school purposes.
WHEREAS, the Board held a public hearing on March l4, 2007 on the issuance of the
bonds (as defined below) in accordance with the requirements of Section 15.2-2606, Code of
Virginia of 1950, as amended ("Virginia Code").
WHEREAS, the School Board of the County has requested, by resolution, the Board to
authorize the issuance of the Bonds and has consented to the issuance of the Bonds.
WHEREAS, the objective of the Virginia Public School Authority (the "VPSA") is to
pay the County a purchase price for the Bonds which, in VPSA's judgment, reflects the Bonds'
market value (the "VPSA Purchase Price Objective"), taking into consideration. such factors as
the amortization schedule the County has requested for the Bonds, the amortization schedules
requested by other localities, the purchase price to be received by VPSA for its bonds and other
market conditions relating to the sale of VPSA's bonds.
WHEREAS, such factors may result in requiring the County to accept a discount, given
the VPSA Purchase Price Objective and market conditions, under which circumstance the
proceeds from the sale of the Bonds received by the County will be less than the amount set forth
in paragraph 1 below.
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 hereby determines that it is
advisable to contract a debt and to issue and sell general obligation school bonds of the County
in the aggregate principal amount not to exceed $4,580,000 (the "Bonds") for the purpose of
financing 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 determined to be in the best interest of the County to accept
the offer of VPSA to purchase from the County, and to sell to the VPSA, the Bonds at a price
determined by the VPSA and accepted by the Chairman of the Board or the County
Administrator and 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 the
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 thereof; shall be dated the date of issuance and
delivery of the Bonds; shall be designated "General Obligation School Bonds, Series 2007" (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, 2008, 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. Princinal 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
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. 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: Paving Agent and Bond Re istrar. 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) Al] 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) U.S. Bank National Association, Richmond, Virginia, is designated as Bond
Registrar and Paying Agent for the Bonds.
7. Prebavment or Redem tp ion. The Principal Installments of the Bonds held by the
VPSA coming due on or before July 15, 2017, and the definitive Bonds for which the Bonds held
by the VPSA may be exchanged that mature on or before July 15, 2017 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, 2017 and the definitive Bonds for which the
Bonds held by the VPSA may be exchanged that mature after July 15, 2017 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, 2017 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, 2017 to July 14, 2018, inclusive ..................................................... 101
July 15, 2018 to July 14, 2019, inclusive ..................................................... 100.5
July 15, 2019 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 the 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 ]aw 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 grass
income for Federal income tax purposes.
11. State Non-Arbitra e Pro~ram• 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, 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 (i) 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 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 March 14, 2007, 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 14th day of March, 2007.
(SEAL)
J ile .
(°l'erk, Board of Supervisors
County of Frederick, Virginia
Resolution No.: 051-07
EXIHBIT A
NO. TR-1
(FORM OF TEMPORARY BOND)
UNITED STATES OF AMERICA
$
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Oblieation School Sond
Series 2007
The COUNTY OF FREDERICK, VIRGINIA (the "County"), for value received, hereby
acknowledges itself indebted and promises to pay to the VIl2GINiA PUBLIC SCHOOL
AUTHORITY the principal amount of
Dollars ($ ), in
annual installments in the amounts set forth on Schedule I attached hereto payable on 3uly 15,
2008 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, 2008
(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,
U.S. Bank National Association, Richmond, Virginia, as bond registrar (the "Bond Registrar")
shall make all payments of principal, premium, if any, and interest on this Bond, without
presentation or surrender hereof, to the Vi ~Qinia Public Schoo] 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 fmal 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 shalt
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
-2-
adopted by the Board of Supervisors of the County and the School Board of the Couniy 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 Vi ~ainia 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, 2017 and the
definitive Bonds for which this Bond may be exchanged that mature on or before July 15, 2017
are not subject to prepayment or redemption prior to their stated maturities. The principal
installments of this Bond coming due after July 15, 2017, and the defimitive Bonds for which this
Bond may be exchanged that mature after July 15, 2017 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, 2017, 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, 2017 to July 14, 2018, inclusive ....................................................... 101
July 15, 2018 to July 14, 2019, inclusive ....................................................... 100.5
July 15, 2019 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
-4-
IN WITNESS WHEREOF, the Boazd 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 Chairrrian 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 , 2007.
(SEAL)
ATTEST:
Clerk, Board of Supervisors of the County By
of Frederick, Virginia
COUNTY OF FREDERICK, VIRGINIA
Chairman, Board of Supervisors of the
County of Frederick, Virginia
-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
may be 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.)
VIRGINIA PUBLIC SCHOOL AUTHORITY
BOND SALE AGREEMENT
Name of Jurisdiction (the "Local Unit"): Frederick County, Virginia
Sale Date: The VPSA Sale Date (expected to be on or about April 11, 2007)
Closing Date: On or about May 10, 2007
Proceeds Requested: $4,580,000
Maximum Authorized Par Amount: $4,580,000
Amortization Period: Twenty-Five (25) Years
1. The Virginia Public School Authority ("VPSA") hereby offers to purchase, solely from the
proceeds of the VPSA's Series 2007 A Bonds ("VPSA's Bonds"), your general obligation
school bonds at a price, determined by the VPSA to be fair and accepted by you, that, subject to
VPSA's purchase price objective and market conditions described below, is substantially equal
to your Proceeds Requested set forth above (as authorized by your bond resolution). The sale of
VPSA's bonds is tentatively scheduled for April 11, 2007 but may occur, subject to market
conditions, at any time between Apri14, 2007 and April 19, 2007 (the "VPSA Sale Date"). You
acknowledge that VPSA has advised you that its objective is to pay you a purchase price for
your bonds which in VPSA's judgment reflects their market value (`purchase price objective
taking into consideration such factors as the amortization schedule you have requested for your
bonds relative to the amortization schedules requested by the other localities for their respective
bonds, the purchase price received by VPSA for its bonds and other market conditions relating
to the sale of the VPSA's bonds. You further acknowledge that VPSA has advised you that
such factors may result in your bonds having a value other than par and that in order to receive
an amount of proceeds that is substantially equal to your Proceeds Requested, you may need to
issue a par amount of bonds that is greater or less than your Proceeds Requested. You, at the
request of VPSA, agree to issue an amount of the local school bonds not in excess of the
Maximum Authorized Par Amount to provide, to the fullest extent practicable given VPSA's
purchase price objective, a purchase price for your bonds and a proceeds amount that is
substantially equal to your Proceeds Requested. You acknowledge that the purchase price for
your bonds will be less than the Proceeds Requested should the Maximum Authorized Par
Amount be insufficient, based upon VPSA's purchase price objective, to generate an amount of
proceeds substantially equal to your Proceeds Requested.
2. You represent that on or before March 27, 2007, your local governing body will have duly
authorized the issuance of your bonds by adopting a resolution in the form attached hereto as
Appendix B (the "local resolution") and that your bonds will be in the form set forth in the local
resolution. Any changes that you or your counsel wish to make to the form of the local
resolution and/or your bonds must be approved by VPSA prior to adoption of the local
resolution by your local governing body. ~
3. You hereby covenant that you will comply with and carry out all of the provisions of the
Continuing Disclosure Agreement in the form attached hereto as Appendix F, which agreement
is hereby incorporated by reference herein and expressly made a part hereof for all purposes.
VPSA has defined a Material Obligated Person ("MOP") for purposes of the Continuing
Disclosure Agreement as any Local Issuer the principal amount of whose local school bonds
pledged under VPSA's 1997 Resolution comprises more than 10% of the total principal amount
of all outstanding 1997 Resolution bonds. MOP status will be determined by adding the
principal amount of your local school bonds to be sold to the VPSA and the principal amount of
your local bonds previously sold to the VPSA and currently pledged under VPSA's 1997
Resolution and measuring the total against 10% of the face value of all bonds outstanding as of
the Closing Date under VPSA's 1997 Resolution. If you are or may be a MOP, VPSA will
require that you file all the information described in the following paragraph prior to VPSA's
distributing its Preliminary Official Statement, currently scheduled for Apri13, 2007.
You acknowledge that if you are, or in the sole judgment of VPSA may be, a MOP following
the issuance of your local school bonds that are the subject of this Bond Sale Agreement, VPSA
will include by specific reference in its Preliminary Official Statements and final Official
Statements (for this sale and, if you remain a MOP or become a MOP again a~`ler ceasing to be a
MOP, for applicable future sales) the information respecting you ("Your Information") that is
on file with the Nationally Recognized Municipal Securities Information Repositories or their
respective successors ("NRMSIRs") and the Municipal Securities Rulemaking Board or its
successors ("MSRB"). Accordingly, if VPSA has determined that you are at any time a MOP
(I) following the delivery of your local school bonds to VPSA in connection with this sale, or
(II) during the course of any future sale, whether or not you are a participant in such sale, you
hereby represent and covenant to VPSA that you will file such additional information, if any, as
is required so that Your Information, as of each of (I)(A) the date of VPSA's applicable
Preliminary Official Statement (in the case of this sale, expected to be April 3, 2007), (B) the
date of the VPSA's applicable final Official Statement (in the case of this sale, expected to be
April 11, 2007) and (C) the date of delivery of VPSA's Bonds (in the case of this sale, expected
to be May 10, 2007) and (II) such other dates associated with future sales as VPSA may specify
to you, will be true and correct and will not contain any untrue statement of a material fact or
omit to state a material fact which should be included in Your Information for the purpose for
which it is included by specific reference in VPSA's official statement or which is necessary to
make the statements contained in such information, in light of the circumstances under which
they were made, not misleading. You further agree to furnish to VPSA a copy of all filings you
make with NRMSIRs and the MSRB subsequent to the date of this Agreement. Such copy will
be furnished to VPSA on or before the day that any such filing is made.
VPSA will advise you within 60 days after the end of each fiscal year if you were a MOP as of
the end of such fiscal year. Upon written request, VPSA will also advise you of your status as a
~ The local resolution has been drafted for the issuance of bonds by a County. Bond counsel will
need to make appropriate changes in the Zocal resolution for the issuance of bonds by a
City or Town.
March 23, 2007
MOP as of any other date. You hereby covenant that you will provide the certificate described
in clause (e) of Section 4 below if VPSA includes Your Information by specific reference in its
disclosure documents in connection with this sale or any future sale, whether or not you are a
participant in such sale.
4. VPSA's commitment to purchase your bonds is contingent upon (i) VPSA's receipt on the
Closing Date of (a) your bonds which shall include and otherwise meet the Standard Terms and
Conditions contained in Appendix A hereto, (b) certified copies of the local resolution (see
Appendix B attached hereto) and the school board resolution (see Appendix E attached hereto),
(c) an executed agreement, among VPSA, you and the other local units simultaneously selling
their bonds to VPSA, the depository and the investment manager for the State Non-Arbitrage
Program ("SNAP"), providing for the custody, investment and disbursement of the proceeds of
your bonds and the other general obligation school bonds, and the payment by you and the other
local units of the allocable, associated costs of compliance with the Internal Revenue Code of
1986, as amended, and.any costs incurred in connection with your participation in SNAP (the
"Proceeds Agreement"), (d) an executed copy of the Use of Proceeds Certificate in the form
attached hereto as Appendix C, (e) if VPSA has included by specific reference Your
Information into VPSA's Preliminary and final Official Statement: your certificate dated the
date of the delivery of VPSA's Bonds to the effect that (i) Your Information was as of the date
of VPSA's Preliminary and final Official Statements, and is as of the date of the certificate, true
and correct and did not and does not contain an untrue statement of a material fact or omit to
state a material fact which should be included in Your Information for the purpose for which it
is included by specific reference in or which is necessary to make the statements contained in
- such information, in light of the circumstances under which they were made, not misleading,
and (ii) you have complied with your undertakings regarding the amendments adopted on
November 10, 1994 to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended,
(f) an approving legal opinion from your bond counsel in form satisfactory to VPSA as to the
validity of the bonds and the exclusion from gross income for federal and Virginia income tax
purposes of the interest on your bonds, the conformity of the terms and provisions of your
bonds to the requirements of this Bond Sale Agreement including the appendices attached
hereto, and the due authorization, execution and delivery of this Bond Sale Agreement,
Continuing Disclosure Agreement and the Proceeds Agreement, and -the validity of the
Continuing Disclosure Agreement and the Proceeds Agreement, (g) a transcript of the other
customary closing documents not listed above, and (h) the proceeds of VPSA's bonds, (II) if
you will be using the proceeds of your bonds to retire a bond anticipation note, certificate of
participation or other form of interim financing (the "Interim Security"), receipt by VPSA of
(a) an opinion of your bond counsel that, as of the Closing Date, the Interim Security will
have been paid in full or defeased according to the provisions of the instrument authorizing
the Interim Security (in rendering such opinion bond counsel may rely on a letter or
certificate of an accounting or financial professional as to any mathematical computations
necessary for the basis for such opinion) and (b) an executed copy of the escrow deposit
agreement/letter of instruction providing for the retirement of the Interim Security and (III)
your compliance with the terms of this agreement. One complete original transcripts of the
documents listed above shall be provided by your counsel to Sidley Austin LLP, bond counsel
to VPSA, on the Closing Date or, with VPSA's permission, as soon as practicable thereafter but
• in no event more than thirty (30) business days after the Closing Date.
March 23, 2007
5. Subject to the conditions described in Section 4 hereto, this Bond Sale Agreement shall become
binding as of the later of the VPSA Sale Date and the date you execute this Bond Sale
Agreement.
Dated as of March 27, 2007.
VIRGINIA PUBLIC SCHOOL AUTHORITY
By:
Authorized VPSA Representative
FREDERIC O V . GIMA
By:
Name:_ John R. Riley, Jr
County Administrator
Title:
March 23, 2007
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Frederick County Public Schools
Executive
Director of Finance
DATE:
January 25, 2007
Visit us at www_fiederickkl2va.us
TO: John R Riley, County Administrator
THROUGH: Patricia Taylor, Superintendent tk{ L J
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FROM: Lisa K_ Frye, Executive Director of Finance ~. \~
SUBJECT: 2007 Spring VPSA Bond Application `~
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The projected cash flow needed for the final construction and project costs for the replacement
Gainesboro Elementary School is $4,580,000. On January 23, 2007, the school board approved an
application to the Vuginia Public. School Authority (VPSA) Spring 2007 bond sale for the same
amount.
To meet the established deadlines for the bond sale, suuervisor action is requested on Wednesday
February 14, 2007, to conduct a public hearing to be held on Wednesday March 14 2007 At the
March 14, 2007 meetwg, authorization for the debt issuance will be requested.
The public hearing advertisement and approving bond resolution has been prepared by bond counsel
and has been sent to you electronically.
Thank you. Please do not hesitate to contact me should you have any questions.
Attachment: School Board Resolution
540-662-3888 1415 Amherst Street, Post Office Sox 3508, Winchester, VA 22604-2546 FAX 540-722-2788