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BOARD OF SUPERVISORS
COUNTY OF FREDERICK
FREDERICK, VIRGINIA
RESOLUTION
At a regular meeting of the Frederick County Board of Supervisors held on the 13th day
of September, 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 Gene E. Fisher, which carried by a vote of 7-0,
the following was adopted:
A RESOLUTION (#000-06) AUTHORIZING THE ISSUANCE AND SALE OF NOT TO
EXCEED $6,000,000 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 $6,000,000 and to issue its general obligation school bonds to finance certain
capital projects for school purposes.
WHEREAS, the Board held a public hearing on September 13, 2006 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 $6,000,000 (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
("Bond Sale Agreement").
Administrator, which form is hereby approved
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 2006B" (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 July 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
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. Pavment: Paving Agent and Bond Registrar. The following provisions shall apply to
the Bonds:
(a) For as long as the VPSA is the registered owner of the Bonds, all payments of
principal of, premium, if any, and interest on the Bonds shall be made in immediately available
funds to the VPSA at or before 11:00 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. Prepavment or Redem tRion. 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 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. Pledue 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-Arbitra e 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.
I1. 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, 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 September 13, 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 13th day of September; 2006.
(SEAL)
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Jo Riley, Jr.
Clerk, Board of Supervisors
County of Frederick, Virginia
Resolution No.: 009-06
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Frederick Cousiiy Public Schools
Executive
Director of Finance
DATE:
August 16, 2006
Visit us at vaww.frederickkl2vaus
TO: John R Riley, C~~ty Administrator
THROUGH: Patricia Taylo~Superintendent
FROM: Lisa K. Frye, Executive Director of Finan~~ ~!
SUBJECT: 2006 Fall VPSA Bond Application
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The projected cash flow needed for continued construction costs for the replacement Gainesboro
Elementary School is $6 million. Last night, the school board approved an application to the Virginia
Public School Authority (VPSA) FaII 2006 bond sale for $6,000,000 and requests the board of
supervisors to conduct a public hearing before authorizing the debt issue. To meet the established
deadlines for the bond sale, supervisor action is requested on Wednesday, August 23, 2006 for the
consideration of public hearing and Wednesday, September 13, 2006 for the hearing and subsequent
approval.
The project cost for the replacement Gainesboro is $18,475,000. To date, $5,700,000 has been
borrowed for this project.
A copy of the application for bond sale is attached for your information.
540-662-3888 1415 Amherst Street, Post Office Box 3508, Winchester, VA 22604-2546 FAX 540-722-2788
EXHIBIT A
NO. TR-1
(FORM OF TEMPORARY BOND)
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Obligation School Bond
Series 2006B
The COUNTY OF FREDERICK, VIRGINIA (the "County"), for value received, hereby
acknowledges itself indebted and promises to pay to the VIRGINIA PUBLIC SCHOOL
AUTHORITY the principal amount of
Dollars- ($ ), 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 July 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 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 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 maybe 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
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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 November , 2006.
COUNTY OF FREDERICK, VIRGINIA
(SEAL)
ATTEST:
By:
Clerk, Board of Supervisors of the County
of Frederick, Virginia
Chairman, Board of Supervisors of the
County of Frederick, Virginia
EXHIBIT A
DO NOT SIGN -PART OF EXHIBIT ONLY
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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.)
ATTACHMENT B
LONG AND INTERMEDIATE-TERM FINANCING APPLICATION
VIRGINIA PUBLIC SCHOOL AUTHORITY
SCHOOL FINANCING BONDS (1997 RESOLUTION) SERIES 2006 B
GENERAL INFORMATION
1. Name ofCounty/City: Fn~lerick County, V'uginia
2. Name and address of County Administrator/City Manager:
John R. Riley, Jr.
107 N. Kent Street
Winchester, Virginia 22601
Telephone: (540) 665-5666
Fax: (540) 667-0370
E-mail: jriley(a,co.frederick.va.us
3. Name and address of School Superintendent:
Patricia Taylor.
P.O. Box 3508
Winchester, Virginia 22604
Telephone: (540) 662-3888
Fax: (540)772-2788
E-mail: tayloro(a~frederick.kl2.va.us
4. Name of Principal Contact: (All further correspondence will be directed to this person unless
noted)
John R. Riley, Jr. (copy to Patricia Taylor, Superintendent)
Telephone: (540) 665-5666
Fax: (540) 667-0370
E-mail: jriley@co.frederickva.us
Mailing Address: 107 N. Kent Street, Winchester, Virginia 22601
Hand Delivery Address: same as above
14084687.1
5. Bond Counsel:
(firm, attorney, address, telephone, fax & E-mail:)
Gerald K. Mayfield Telephone: (804) 775-1107
McGuireWoods LLP Fax: (804) 698-2256
One James Center Email: gmayfield@mcguirewoods.com
901 East Cary Street
Richmond, Virginia 23219
Note: Localities are required to take all action necessary to procure the services of qualified
Bond Counsel prior to the submission of this application.
2
PROJECT INFORMATION
THE FOLLOWING SECTION OF THE APPLICATION IS RESERVED FOR STANDARD
REQUESTS FOR FINANCINGS AMORTIZED FROM ELEVEN YEARS AND LONGER.
I. Requests for Long-Term Project Financing (See page 4 for Intermediate-Term Financing)
Section A -Project Description
1. Briefly describe the Project(s) and indicate whether the Project(s) will be subject to any leases or
management or service contracts: (a separate page may be used).
Replacement School for Gainesboro Elementary School
2. Total Expected Costs: $18,475,000
3. Cost by Project(s) and Phase: {separate page maybe used)
Project(s) Estimated Estimated
Phase Cost Useful Life
Construction $18,475,000 30+years
4. Amount of VPSA financing applied for (proceeds requestee
Estimated
Completion
Date
Summer 2007
): $6.000,000
Note: The VPSA can only purchase local school bonds in whale multiples of $S,OOD. If your actual
cost is not a whole multiple of $5,000, please revise that amount up or down, (e.g., actual amount
$5,032,600 should be revised to either $5,035,000 or $5,030,000). Do not request a greater dollar
amount than you will reasonably expect to be able to spend.
Minimum proceeds required, if applicable: $_
Maximum authorized par amount: $
Explanation for minimum proceeds requirement:
Note: In order to meet requests for a minimum amount of proceeds, such as in connection with
the refunding of a prior obligation, it will be necessary to have sufficiently broad bond issuance
authority to accommodate possible adjustments needed in the par amount of local school bonds
issued at the time of the VPSA bond sale. School and governing body resolutions and notices of
public hearing should be prepared accordutgly.
5. Has the County/City applied for a Literary Fund Loan to fund all or a portion of the Project(s)?
(Indicate whether loan was for the entire cost)
yes / no
3
If yes, please list amrnnrt applied for and date of application.
Amount:
Date:
Date of Approval from Board of Education if Literary Funds are effected:
Date:
Note: If fiords are borrowed from ~ VPSA in lieu of receiving a Citatory Fund loan, the locaIny wi71 be
reffioved from the Literary Fund waiting list for Sins Project. This does not apply if a locality permanently
funds a portion of the Project with VPSA bonds and funds the reanainder with a Literary Fund IaaQ 3n airy
evert, firture Literary Fund loans may not be used to redeem. bonds sold is the VPSA
6. Other Funding Sources:
Section B - Pro1ed Status
Past and future VPSA funds
What is the status of planning, design and consituctia~n for the Projects}?Answer the following questions for
the Projects}: (a separate page may be used).
1. Have the final plans and speafications, arcbitec('s or ~gme~'s stz~ament and the division
superintendents approval. been submitted to the Superintendent of Public 7nsfruction (as regirired by
§22.1-140 of the Code of Vugmial?
/ yes no
2. What is the bid date for the Projects): June 2006
3. Estimated Construction Start Date: July 2006
4. Estimated Construction Completion Date: June 2007
5. Has any money been expended on the Project(s)? / yes nQ
If yes, indicate (i) the source of such mar-ey (ri) the date(s) of expendih>re of such money, and (iu) the
type of expenditure. (See questions 4 and 5, on page 6, under "Project Authorization's
() VPSA
(ii) Summer 2005 to present
(iii) Design, site testing, site imprvvemea~ initial construction
5. Has the Project(s) been completed? Yes / no
4
Section C -Financing Requested
Preferred Amortization Schedule:
Principal is expected to be paid in annual installments starting on July 15, 2007. The Authority will
consider permitting the use of amortization schedules other than level•principai and will consider
amortization periods other than twenty years. To request an alternative amortization schedule for such
loans, please indicate your preference. on the application. _
Preferred Amortization Period:
10-19 years (Explain)
20 year /
Over 20 years (Explain)
Preferred Principal Structure:
Level Principal /
Level Debt Service
Other (Explain)
THE FOLLOWING SECTION OF THE APPLICATION IS RESERVED FOR REQUESTS FOR
FINANCING EQUIPMENT OR OTHER PROJECTS AMORTIZED OVER A PERIOD OF TEN
YEARS OR LESS. .
II. Requests For Intermediate-Term Financing (See page 2 for Long-Term Financing)
Section A -Project Description
I. Briefly describe the Project(s) and indicate whether the Project(s) will be subject to any leases or
management or service contracts: (a separate page may be used).
2. Total Expected Costs:
3. Cost By Project(s) and Phase (Construction or Equipment Acquisition Schedule) (separate page
may be used)
5
Estimated
Project(s) Estimated Estimated Completion
Phase Cost Useful Life Date
4. Amount of VPSA Financing applied for (proceeds requested): $
Note: The VPSA can only purchase local school bonds in whole multiples of $5,000. Tf your actual
cost is not a whole multiple of $5,000, please revise that amount up or down, (e.g., actual amount
$5,032,600 should be revised to either $5,035,000 or $5,030,000). Do not request a greater dollar
amount than you will reasonably expect to be able to spend.
Minimum proceeds required, if applicable: $_
Maximum authorized paramount: $
Explanation for minimum proceeds requirement:
Note: In order to meet requests for a minimum amount of proceeds, such as in connection with
the refunding of a prior obligation, it will be necessary to have sufficiently broad bond issuance
authority to accommodate possible adjustments needed in the par amount of local school bonds
issued at the time of the VPSA bond sale. School and governing body resolutions and notices of
public hearing should be prepared accordingly.
5. Has the County/City applied for a Literary Fund Loan to fund all or a portion of the Project(s)?
(Indicate whether loan was for the entire cost)
yes no
If yes, please list amount applied for and date of ld'~slicatfon:'`
Amount: $
Date:
Date of Approval from Board of Education if Literary Funds are expected:
Date:
Note: If funds are borrowed from the VPSA in lieu of receiving a Literary Fund loan, the locality will
be removed from the Literary Fund waiting list for this Froject. This does not apply if a locality
permanently funds a portion of the Project with VPSA bonds and funds the remainder with a Literary
Fund loan. In any event, future Literary Fund loans may not be used to redeem bonds sold to the
VPSA.
6. Other Funding Sources:
6
Section B -Project Status
-- What is the status of planning, design and construction or acquisition for the Project(s) or
Equipment?
• Answer the following questions for the Projects}:
1. Estimated Start Date:
2. Estimated Completion Date:
3. Has any money been expended on the Project(s)? _yes no
If yes, indicate (i) the source of such money (ii) the date(s) of expenditure of such money, and (iii)
the type of expenditure. (See questions 4 and 5, on page 6, under "Project Authorization")
4. Has the Project(s) been completed? yes no
• Answer the following questions for the Project(s) (if applicable):
_ 5. For Projects, have the fmal plans andspecifications, architect's or engineer's statement and the
division superintendent's approval been submitted to the Superintendent of Public Instruction (as
required by §22.1-140 of the Code of Virgmial?
yes no
6. What is the bid date(s) for the Project(s):,
Section C -Financing Requested
Amortization Schedule Preferred:
(Debt Service is expected to be paid with semi-annual payments. The first principal and interest
payment is due on July 15, 2007 with subsequent interest payments due on each January 15 and
July 15.)
Preferred Amortization Period:
5 years
10 years
Other
Preferred Principal Structure:
Level Principal
Level Debt Service
Other (Explain)
7
PLEASE COMPLETE EACH OF THE FOLLOWING QUESTIONS:
III. Proiect Authorization
L Has your school board approved the Project(s) and authorized this application to VPSA for. the
needed financing?
Yes, see attached
NOTE: Please forward certified copy of resolution.
2. Were these bonds or any school Projects the subject of a referendum within the previous 5 years?
_yes / no
If yes, provide the date of referendum:
Did the referendum pass?
__yes no
NOTE: Please enclose a copy of the ballot question and the official results.
3. Person(s) responsible for disbursing and investing bond•proceeds.
Name: Lisa IC. Frye, Executive Director of Finance
Address: P.O. Sox 3508, Winchester, Virginia 22604
Telephone: (540) 662-3888
Fax: (540) 722-2788
4. Will bond proceeds from this sale be used to repay a Bond Anticipation Note, Certificate of
Participation or other form of interim/temporaiy financing (the "Prior Obligation")?
__yes / no
If Yes, please provide the following terms of the Prior Obligation:
(i) Name, Amount and Interest Rate of Prior Obligation and Bond Counsel for Transaction
(ii) Date of Issue and Maturity of Prior Obligation
(iii) Redemption Provisions (e.g., notice, premium, prepayment penalties, etc.)
(iv) Amount of Prior Obligation to be Refunded with VPSA bond proceeds
8
(v) Please provide a brief description of the other anticipated sources of funds to refund the Prior
Obligation (e_g_, local general fluids)
(vi) Please provide any other amounts needed to refund the Prior Obligation; including any
accrued interest and redemption premium ..
(vii) Unexpended proceeds as of date of application
(viii) Date Prior Obligation is intended to be redeemed
5. (a) Were the proceeds of the Prior Obligation used to reimburse yourself for expenses paid before
the Prior Obligation was obtained?
_yes / no
(b) Will bond proceeds from this sale be used to reimburse you for prior expenditures?
des / no
If the answer to 5(a) or 5(b) is Yes, please attach a copy of your reimbursement resolution.
Also, please include a list briefly describing the expenditures you plan to reimburse with
proceeds from this sale.
(c) What amount of proceeds of the Prior Obligation have been spent?
(d) What amount of proceeds of the Prior Obligation do you-anticipate to have spent by
November 9, 2006 __
(e) Are the proceeds of the Prior Obligation invested with SNAP? des no
If no, where are they invested?
6. Have you executed any undertaking in regards to continuing disclosure not associated with
theVPSA?
/ yes no
If Yes, please include copies of any such undertakings.
Please refer to the FaII 2002 issue for copies ofthe undertaking. It is an Industrial
Development Authority issue dated November 2001.
9
Submitted
(School Supeaint~dent - I?alrfcia Taylor) . -- _ .
THIS APPLICATION MUST BE COMPLETED AND RETURNED BY 5:00 PM ON AUGUST
30, 2006 TO vnsa(a~trs.ver~iaioy OR BY MAIL TO:
Richard A Davis, Public Finance Manager
Department of the Treasiny
Commonwealth of Vrrgima
By Delivery to:
101 North 14th St, 3rd Floor
Richmond, Virginia 23219
By U:S. Iy1a~1 to:
P.O. Box 1879
Ric~mo~d, VA 23218-1879
LOCAi_iTiFS NOT RETURNING THIS )FOIt11Z WHd. NOT BE INCLUDED IN THE SALE.
10
VIRGINIA PUBLIC SCHOOL AUTHORITY
BOND SALE AGREEMENT
Name of Jurisdiction (the "Local Unit"): County of Frederick, Virginia
Sale Date: The VPSA Sale Date (expected to be on or about October 11, 2006)
Closing Date: On or about November 9, 2006
Proceeds Requested: $6,000,000
Maximum Authorized Par Amourrt: $6,000,000
Amortization Period: Twenty (20) Years
1. The Virginia Public School Authority ("VPSA") hereby offers to purchase, solely from the
proceeds of the 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 October 11, 2006 but may occur, subject to mazket conditions, at any time
between October 2, 2006 and October 19, 2006 (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 Paz
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 September 27, 2006, 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 the VPSA prior to adoption of the local
W152791.1
resolution by your local governing body. t
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 alI purposes.
The 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
amourn 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 ofthe Closing Date under VPSA's 1997 Resolution. If you are or may be a MOP, the VPSA
will require that you file all the information described in the following paragraph prior to
VPSA's distributing its Preliminary Official Statement, currernly scheduled for October 2,
2006.
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, the
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 after
ceasing to be a MOP, for applicable fixture sales) the information respecting you ("Your
Information") that is on file with the Nationally Recognized Municipal Securities Information
Repositories or their respective successors ("NRMSIIts") and the Municipal Securities
- Rulemaking Board or its successors ("MSRB"). Accordingly, if VPSA has determined that
you are at any time a MOP (17 following the delivery of your local school bonds to the VPSA in
connection with this sale, or (In during the course of any future sale, whether or not you are a
participant in such sale, you hereby represent and covenant to the VPSA that you will file such
additional information, if any, as is required so that Your Information, as of each of (n(A) the
date of the VPSA's applicable Preliminary Official Statement (in the case of this sale, expected
to be October 2, 2006), (B) the date of the VPSA's applicable final Official Statement (in the
case ofthis sale, expected to be October 11, 2006) and (C) the date of delivery of the applicable
VPSA bonds (in the case of this sale, expected to be November 9, 2006) 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 statemerns contained in such
information, in light of the circumstances under which they were made, not misleading. You
fiarther agree to furnish to the VPSA a copy of all filings you make with NRMSIRs and the
MSRB subsequern to the date of this Agreemern. Such copy will be furnished to the VPSA on
or before the day that any such filing is made.
The VPSA will advise you within 60 days after the end of each fiscal year if you were a MOP
1 The local resolution has been drafted for the issuance of bonds by a County. Bond counsel will
need to make appropriate changes in the local resolution for the issuance of bands by a
Ciry or Town.
September 73, 2006
as of the end of such fiscal year. Upon written request, the VPSA will also advise you of your
status as a 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 the VPSA has included by specific reference
Your Information into the VPSA Preliminary and final Official Statement: your certificate
dated the date of the delivery of the VPSA's bonds to the effect that (i) Your Information was as
of the date of the 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, (fl 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
LLF, 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.
September 13, 200b
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 September 27, 2006
VIRGINIA PUBLIC SCHOOL AUTHORITY
By:
Authorized VPSA Representative
FREDERIC OUNTY, INIA
By:
l~j~e: J n R. Riley, Jr.
Title: Clerk, Board of Supervisors
September 13, 2006