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047-08BOARD 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 12th day of March, 2008, 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, Vice Chairman Aye Bill M. Ewing Aye Gary W. Dove Aye Gary A. Lofton Aye Philip A. Lemieux Aye Charles S. DeHaven, Jr. Aye ABSENT: No one was absent. On motion of Philip A. Lemieux and seconded by Bill M. Ewing, which carried by a vote of 7 -0, the following was adopted: Page 1 of 7 A RESOLUTION ( #047 -08) AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $14,400,000 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 an amount not to exceed $14,400,000 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 12, 2008 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 (the "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 #o 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 $14,400,000 (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 Page 2 of 7 Bonds at a price determined by 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 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 2008A" (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, 2009, 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 VPSA, provided that each interest rate shall be no more than ten one - hundredths of one percent (0.10 %) over the interest rate to be paid by the VPSA for the corresponding principal payment date of the bonds to be issued by the VPSA (the "VPSA Bonds "), a portion of the proceeds of which will be used to purchase the Bonds, and provided further, that the true interest cost of the Bonds does not exceed six percent (6 %) per annum. The County Administrator is further authorized and directed to accept the aggregate principal amount of the Bonds and the amounts of principal of the Bonds coming due on each Principal Payment Date ( "Principal Installments ") established by VPSA, including any changes in the Interest Payment Dates, the Principal Payment Dates and the Principal Installments which may be requested by VPSA provided that such aggregate principal amount shall not exceed the maximum amount set forth in paragraph one and the final maturity of the Bonds shall not be later than 21 years from their date. The execution and delivery of the Bonds as described in paragraph 8 hereof shall conclusively evidence such Interest Payment Dates, Principal Payment Dates, interest rates, principal amount and Principal Installments as having been so accepted as authorized by this Resolution. 5. Form of the Bonds. The Bonds shall be initially in the form of a single, temporary typewritten bond substantially in the form attached hereto as Exhibit A. 6. Pavment: Paying Agent and Bond Registrar. The following provisions shall apply to the Bonds: Page 3 of 7 (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) U.S. Bank National Association, Richmond, Virginia, is designated as Bond Registrar and Paying Agent for the Bonds. 7. Prepayment or Redemption. The Principal Installments of the Bonds held by the VPSA coming due on or before July 15, 2018, and the definitive Bonds for which the Bonds held by the VPSA may be exchanged that mature on or before July 15, 2018 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, 2018 and the definitive Bonds for which the Bonds held by the VPSA may be exchanged that mature after July 15, 2018 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, 2018 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, 2018 to July 14, 2019, inclusive .......... ............................... 101 July 15, 2019 to July 14, 2020, inclusive .......... ............................... 100.5 July 15, 2020 and thereafter ............................. ............................... 100; Provided, however, that the Bonds shall not be subject to prepayment or redemption prior to their stated maturities as described above without first obtaining the written consent of the registered owner of the Bonds. Notice of any such prepayment or redemption shall be given by the Bond Registrar to the registered owner by registered mail not more than ninety (90) and not less than sixty (60) days before the date fixed for prepayment or redemption. The County Administrator is authorized to approve such other redemption provisions, including changes to the redemption dates set forth above, as may be requested by VPSA. 8. Execution of the Bonds. The Chairman or Vice Chairman and the Clerk or any Deputy Clerk of the Board are authorized and directed to execute and deliver the _ Page 4 of 7 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. Pledge of Full Faith and Credit. For the prompt payment of the principal of, and the premium, if any, and the interest on the Bonds as the same shall become due, the full faith and credit of the County are hereby irrevocably pledged, and in each year while any of the Bonds shall be outstanding there shall be levied and collected in accordance with law an annual ad valorem tax upon all taxable property in the County subject to local taxation sufficient in amount to provide for the payment of the principal of, and the premium, 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 a ,Non - 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 e Bonds and on the VPSA Bonds. The Board covenants on behalf of the County that (i) the proceeds from the issuance and safe of the Bonds will be invested and expended as set forth in such Use of Proceeds Certificate and the County shall comply with the covenants and representations contained therein and (ii) the County shall comply with the provisions of the Code so that interest on the Bonds and on the VPSA Bonds will remain excludable from gross income for Federal income tax purposes. 11. State Non - Arbitrage Program• Proceeds Agreement. The Board hereby determines that it is in the best interests of the County to authorize and direct the County Treasurer to participate in the State Non - Arbitrage Program in connection with the Bonds. The County Administrator and the Chairman of the Board, or either of them and such officer or officers of the County as either of them may designate, are hereby authorized and directed to execute and deliver a Proceeds Agreement with respect to the deposit and investment of proceeds of the Bonds by and among the County, the other participants in the sale of the VPSA Bonds, 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 Page 5 of 7 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. Page 6 of 7 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 12, 2008, 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 12th day of March, 2008. (SEAL) Resolution No.: 047 -08 Page 7 of 7 _..._„ ,. Board of Supervisors of Frederick, Virginia NO. TR -1 EXHIBIT A (FORM OF TEMPORARY BOND) UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA COUNTY OF FREDERICK General Obligation School Bond Series 2008 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, 2009 and annually on July 15, thereafter to and including July 15, 2033 (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, 2009 (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 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 Conunonwealth 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 -2- 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, 2018 and the definitive Bonds for which this Bond may be exchanged that mature on or before July 15, 2018 are not subject to prepayment or redemption prior to their stated maturities. The principal installments of this Bond coming due after July 15, 2018, and the definitive Bonds for which this Bond may be exchanged that mature after July 15, 20l 8 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, 2018, 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, 2018 to July 14, 2019, inclusive ...................... ............................... 101 July 15, 2019 to July 14, 2020, inclusive ...................... ............................... 1 00.5 July 15, 2020 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. A]] 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 Board of Supervisors of the County of Frederick, Virginia, has caused this Bond to be issued in the name of the County of Frederick, Virginia, to be signed by its Chairman or Vice - Chairman, its seal to be affixed hereto and attested by the signature of its Clerk or any of its Deputy Clerks, and this Bond to be dated May I5, 2008. (SEAL) ATTEST: Clerk, Board of Supervisors of the County of Frederick, Virginia -5- IC COUNTY OF FREDERICK, VIRGINIA Chairman, Board of Supervisors of the County of Frederick, Virginia 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: Signatures) 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 Apri122, 2008) Closing Date: On or about May 15, 2008 Proceeds Requested: $14,400,000 Maximum Authorized Par Amount: $14,400,000 Amortization Period: 20 years The Virginia Public School Authority ( "VPSA ") hereby offers to purchase, solely from the proceeds of the VPSA's Series 2008 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 22, 2008 but may occur, subject to market conditions, at any time between April 15, 2008 and April 30, 2008 (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 paz 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 April 1, 2008, 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 distribution of its Preliminary Official Statement, currently scheduled for April 16, 2008. 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 after ceasing to be a MOP, for all applicable future sales) the information respecting you ( "Your Information ") that is on file with the Nationally Recognized Municipal Securities Infornation Repositories or their respective successors ( "NRMSIRs ") and the Municipal Securities Rulemaking Boazd 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 16, 2008), (B) the date of the VPSA's applicable final Official Statement (in the case of this sale, expected to be April 22, 2008) and (C) the date of delivery of VPSA's Bonds (in the case of this sale, expected to be May 15, 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. � 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 bonds by a Ciry or Town. March 6, 2008 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 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, if applicable (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 March 6, 2008 permission, as soon as practicable thereafter but in no event more than thirty (30) business days after the Closing Date. 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 April 1, 2008. Virginia Public School Authority By: Authorized VPSA Representative FREDERICK COUNTY, VIRGINIA By: Name: J R• Riley, Jr. Title: County Administrator March 6, 2008 (For information only; not part of the Bond Sale Agreement.) Please have the presiding officer, or other specifically designated agent, of your governing body execute two (2) copies of this Bond Sale Agreement and return them, along with the tax questionnaire attached hereto as Appendix D, no later than close of business on April 1, 2008 to, Richard A. Davis, Public Finance Manager, Virginia Public School Authority, P. O. Box 1879, Richmond, Virginia 23218 -1879 or by hand or courier service, James Monroe Building- 3rd Floor, 101 N. 14th Street, Richmond, Virginia 23219. The I�PSA recommends the use of an overnight delivery service to ensure timely arrival of your documents. If your governing body or bond counsel requires more than one originally signed Bond Sale Agreement, please send the appropriate number; all but one will be returned at closing. March 6, 2D08 Executive Duector of Finance DATE TO: �S`udt llf8 r1n �N' �/i�e t o�, r,�2 —i,- F'� p;:- Frederick County Public Schools Visit us at www.frederick.kl2.va.us February 6, 2008 John R. Riley, County Administrator THROUGH: Patricia Taylor, Superintendent FROM: Lisa K. Frye, Executive Director of Finance ��._ r " %.;,u, SUBJECT: 2008 Spring VPSA Bond Application e -mail: fryelC�?frederick.kl2.va.us I• --The school board requests Board of Supervisor action to set a public hearing for the county's participation in the Virginia Public School Authority (VPSA) Spring 2008 bond sale. It is requested that the public hearing and subsequent approval be set for Wednesday, March 12, 2008. Proceeds from the bond sale will satisfy the projected cash flow needed for the active projects until the fall sale in November 2008. The amount of the bond application is $14,400,000. The detail of this summary is as follows: continued construction costs for the 12`h elementary school -$ 9,400,000 initial stage of the new transportation facility - $ 2,000,000 initial stage of the replacement middle school - $ 2,000,000 construction costs for Apple Pie Ridge elementary school - $ 1.000.000 — $14,400,000 Additionally, a copy of the bond sale application, as well as the notice of public hearing to be published, is provided. Thank you for your consideration. Please do not hesitate to contact me should you have any questions. Attachments (2) 540- 662 -3888 1415 Amherst Street, Post Office Box 3508, Winchester, VA 22604 -2546 FAX 540- 722 -2788 '� NOTICE OF PUBLIC HE�iRING I The Frederick County Board of Supervisors wilP,hold a Public Hearing on Wednesday, March i 2, 2008 at 7c15 p.m., in the Board of Supervisors' Meeting Rcom, County Administration Building,' 107 North Kent Street, Winchester, Virginia, to consid- ertfie following: Proposed School Bond Financlna by the County of Frederick Virginia The Board of Supervisors of the County of Frederick, Virginia .(the "County ") will hold a public hearing in accordance with Section 15.2- 2606 of the Code of Virginia, 1950, as Amended, on: the issuance of General Obligation' School Bonds (thG "Bonds ") of the County, in an amount not to exceed $14,400,000 to finance certain capital proj- ects for public school purposes. A resolution authorizing the issuance of the Bonds will be considered by the Board of Supervisors at its Meeting on March 12, 2008, Inquiries concerning the above may be addressed to the 'Office of the County Administrator, between the hours of 8:00 A.M. and 5:00 P.M., Monday through. Friday, 107 North Kent Street, Winchester, Virginia 22601, (540) 665 -5666. Interested citizens may appear before the Board to speak on the above item. (A copy of the agenda will be available for review at the Handley Regional Library, Braddock and Piccadilly Streets, Winchester, Virginia; acid the Bowman Library, 871 Tasker Road, Stephens City, Virginia, the week of March 10,.2008. You can also visit the Web at www.co.frederick.va.us) THE WINCHESTER STAR Wednesda ,March 5, 2r708 NOTICE OF PUBLIC HEARING The Frederick County Board of Supervisors will hold a Public Hearing on Wednesday, March 12, 2008 at 7:15 p.m., in the Board of Supervisors' Meeting Room; County Administration Building, 107 North i Kent Street, Winchester, Virginia, to consid- er the following: Pr�osed School Bond Flnan lne h th Canty er Frederick Viraima The Board of Supervisors of the County of Frederick, Virginia (the "County ") will hold a public hearing in accordance with. Section 15,2_ 2606 of the Code of Virginia, 1950, as Amended, on the issuance of General Obligation School Borids (the "Bonds ") of the County, in an amount not to exceed $14,400,000 to finance certain capital proj- ects for public school purposes. A resolution authorizing the issuance of the Bonds will be considered by the Board of Supervisors at • its Meeting on March 12, 2008. Inquiries concemi bove may be addressed to the Office of the County • Administrator, between the hours of 8:00 A.M. and 5:00 P.M., Monday through Friday, 107 North Kent Street, Winchester, Virginia 22601, (540) 685 -5666. Interested citiiens may appear before the Board to speak on the above item.. (A copy of the agenda will be available for review at the Handley Regional Library, Braddock and Piccadilly Streets, Winchester, Virginia; and the Bowman Library, 871 Tasker Road, Stephens City, Virginia, the week of March 10, 2008. IYou can also visit the_ Web at www.co.fiederlck.va.us) THE WINCHESTER STAR Wednesda , Februa 27, 2008 ATTACHMENT B LONG AND INTERMEDIATE -TERM FINANCING APPLICATION VIRGINIA PUBLIC SCHOOL AUTHORITY _SCHOOL FINANCING BONDS (1997 RESOLUTION) SERIES 2008 A GENERAL INFORMATION 1. Name of County /City: Frederick County, Virginia 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: jrilevr'�uco.frederick.va us 3. Name and address of School Superintendent: Patricia Taylor P.O. Box 3508 Winchester, Virginia 22604 Telephone: (540) 662 -38888 Fax: (540)772 -2788 E -mail: taylorp @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(r�co.frederick.va.us Mailing Address: 107 N. Kent Street, Winchester, Virginia 22601 Hand Delivery Address: (Same as above) 5. Bond Counsel: (firm, attorney, address, telephone, fax & E- mail:) Primary Contact Lisa M. Williams McGuire Woods LLP One James Center 901 East Cary Street Richmond, Virginia 23219 Telephone: (804) 775 -4702 Secondary Contact Bonnie France McGuire Woods LLP One James Center 901 East Cary Street Richmond, Virginia 23219 Telephone: (804) 775 -4395 Fax: (804) 775 -1061 (Att: Lisa Williams) Email• Lwilliams(a�mc�*uirewoods com Fax: (804) 775 -].061 (Att: Bonnie France) Email: Bfrance/a�mcnuirewoods com 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 OVER A PERIOD OF ELEVEN YEARS OR LONGER. I. Requests for Lone -Term Project Financine (See page 4 for Intermediate -Term Financing) Section A - Project Description 1. Briefly describe the Projects) and indicate whether the Projects) will be subject to any leases or management or service contracts: (a separate page may be used). (a) construction of the 12`h elementary schools. (b) land acquisition, site testing and design of a new school transportation facility (c) land acquisition, site testing and design of a replacement middle school (d) renovation of a portion of Apple Pie Ridge elementary school 2. Total Expected Costs: (a) $23,200,000 (b) $ 2,000,000 (c) $ 2,000,000 (d) $ 1,000,000 3. Cost by Projects) and Phase: (separate page may be used) Projects) Estimated Estimated Estimated Completion Phase Cost Useful Life Date (a) construction $23,200,000 30 years Summer 2009 (b) land and design $ 2,000,000 Spring 2008 (c) land and design $ 2,000,000 Spring 2008 (d) renovation $ 1,000,000 Fa112008 4. Amount of VPSA financing applied for (proceeds requested): $ 14,400,000 Note: The VPSA can only purchase local school bonds in whole multiples of $5,000. 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. Maximum authorized paz amount: Minimum proceeds required, if applicable: $_ 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. The school board resolution and notices of public hearing should be prepazed 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 X no If yes, please list amount applied for and date of application. 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 Project. 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: Section B - Project Status What is the status of planning, design and construction for the Project(s)? Answer the following questions for the Project(s): (a separate page may be used). Have the final plans and specifications, 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 Vir¢inia)? a yes J b,c,d no 2. What is the bid date for the Project(s): {a)- Summer 2007; (b,c,d)- Sprin 2� 008 3. Estimated Construction Start Date: (al Sprine 2008; (b,c,dl — Summer 2008 4. Estimated Construction Completion Date: (a,b,dl - Summer 2009; (c)- Summer 2010 5. Has any money been expended on the Project(s)? des (b,c,d) no If yes, indicate (i) the source of such money, (ii) the dates) of expenditure of such money, and (iii) the type of expenditure. (See questions 4 and 5, on page 7, under "Project Authorization ") (a) — i- VPSA funds; ii -Fall 2007 to present; iii- land acquisition and site testing 6. Has the Projects) been completed? yes �a� no 4 Section C - Financing Requested Preferred Amortization Schedule• Principal is expected to be paid in annual installments starting on July 15, 2009. Please indicate your preferred final maturity and principal structure below: Preferred Final Maturity• 11 -20 years _ 20 years 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. ■- � - _ - � - ��� . _ ,. ��� - � .�� A4aa�imem ae�herised -Par ameen�: � �14inimt�m�resee�s- regdire�, if applicable ��Plana�ien fer minimttm�reeee�s re�airemen�• .> - �� - _ - � - " . _ ,. R�� .. ��� �„ PLEASE COMPLETE EACH OF THE FOLLOWING QUESTIONS: III. Project Authorization 1. Has your school board approved the Projects) and authorized this application to VPSA for the needed financing? SEE ATTACHED RESOLUTION — (a,d) entire project has been approved to completion (b,c) land acquisition, testing and design up to bidding has been approved _X_yes no NOTE: Please enclose certified copy of resolution. 2. Were these bonds or any of the Projects the subject of a referendum within the previous 5 years? If yes, provide the date of referendum: Did the referendum pass? __yes _X_no _yes _no NOTE: Please enclose a copy of the ballot question and the official results. 3. Persons) responsible for disbursing and investing bond proceeds. - Name: Lisa K. Frye, Executive Director of Finance Address: P.O. Box, Winchester, Virginia 22604 Telephone: (540) 662 -3888 Fax: (540) 722 -2788 4. Will bond proceeds from this sale be used to repay a Sond Anticipation Note, Certificate of Participation or other form of interim/temporary financing (the "Prior Obligation ")? __yes _X_no �. 8 5. (a) Were the proceeds of the Prior Obligation used to reimburse your locality for expenses paid before the Prior Obligation was issued? n/a des no (b) Will bond proceeds from this sale be used to reimburse you for prior expenditures? b,c,d) * ves (a) no *$0 at this time, but approximately $3 million expenditures are anticipated between now and receipt of bond proceeds See attached reimbursement resolutions for projects b,c, and d If the answer to 5(a) or 5(b) is Yes, please attach a copy of the locality's reimbursement resolution. Also, please include a list briefly describing the expenditures for which you plan to reimburse the locality with proceeds from this sale. (c) What amount of proceeds of the Prior Obligation has been spent? N/A (d) What amount of proceeds of the Prior Obligation do you anticipate to have spent by May 15, 2008? N/A (e) Are the proceeds of the Prior Obligation invested with SNAP ®? _yes _X_no If no, where are they invested? 6. Have you executed any undertaking in regards to continuing disclosure not associated with the VPSA? _X___yes no Please refer to the previous VPSA applications If Yes, please include copies of any such undertakings. [] >' .., (viif� °to D:.�: v�l: °tivaa au a t A A 1. ,J .bu aaav '� 5. (a) Were the proceeds of the Prior Obligation used to reimburse your locality for expenses paid before the Prior Obligation was issued? n/a des no (b) Will bond proceeds from this sale be used to reimburse you for prior expenditures? b,c,d) * ves (a) no *$0 at this time, but approximately $3 million expenditures are anticipated between now and receipt of bond proceeds See attached reimbursement resolutions for projects b,c, and d If the answer to 5(a) or 5(b) is Yes, please attach a copy of the locality's reimbursement resolution. Also, please include a list briefly describing the expenditures for which you plan to reimburse the locality with proceeds from this sale. (c) What amount of proceeds of the Prior Obligation has been spent? N/A (d) What amount of proceeds of the Prior Obligation do you anticipate to have spent by May 15, 2008? N/A (e) Are the proceeds of the Prior Obligation invested with SNAP ®? _yes _X_no If no, where are they invested? 6. Have you executed any undertaking in regards to continuing disclosure not associated with the VPSA? _X___yes no Please refer to the previous VPSA applications If Yes, please include copies of any such undertakings. [] BY SIGNING THIS APPLICATION, THE LOCAL OFFICIAL ACKNOWLEDGES THAT IF FUNDS ARE BORROWED FROM THE VPSA TO FUND A PROJECT IN LTEU OF RECEIVING A LITERARY FUND LOAN, THE LOCALITY WILL BE REMOVED FROM THE LITERARY FUNll WAITING LIST FOR THIS PROJECT. THE LOCAL OFFICIAL ALSO ACKNOWLEDGES THAT FUTURE LITERARY FUND MONIES MAY NOT BE USED TO REDEEM BONDS SOLD TO THE VPSA. Signature required (School Superintendent) THIS APPLICATION MUST BE COMPLETED AND RETURNED VIA E -MAIL ONLY BY 5:00 PM ON FEBRUARY 15, 2008 TO VPSA @TRS.VIRGINIA.GOV. LOCALITIES NOT RETURNING THIS FORM WILL NOT BE INCLUDED IN THE SALE. 10 NOTICE OF PUBLIC HEARING ON PROPOSED SCHOOL BOND FINANCING BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA Notice is hereby given that the Board of Supervisors of the County of Frederick, Virginia (the "County ") will hold a public hearing in accordance with Section 15.2 -2606 of the Code of Virginia of 1950, as amended, on the issuance of general obligation school bonds (the "Bonds ") of the County in an amount not to exceed $14,400,000 to finance certain capital projects for public school purposes. A resolution authorizing the issuance of the Bonds will be considered by the Board of Supervisors at its meeting on March 12, 2008. The public hearing, which may be continued or adjourned, will be held at 7:15 p.m., or as soon thereafter as the matter is heard, on March 12, 2008, before the Board of Supervisors in the Board of Supervisors' Meeting Room, 107 North Kent Street, Winchester, Virginia. All interested individuals are invited to attend and present oral or written comments. (NOTICE TO BE PI�BLISHED ON February 2 ih and Marc /t Srh J \4687037. ]