014-07BOARD OF SUPERVISORS
BOARD OF SUPERVISORS
COUNTY OF FREDERICK
FREDERICK, VIRGINIA
RESOLUTION
At a regular meeting of the Frederick County Board of Supervisors held on the
12th day of September, 2007, the following resolution was adopted by a majority of the
members of the Board of Supervisors by the following roll call vote, as recorded in the
minutes of the meeting:
PRESENT: VOTE:
Richard C. Shickle, Chairman Aye
Gene E. Fisher Aye
Bill M. Ewing Aye
Philip A. Lemieux Aye
Barbara E. Van Osten Aye
Charles S. DeHaven, Jr. Aye
ABSENT:
Gary W. Dove was absent from the meeting.
On motion of Barbara E. Van Osten and seconded by Gene
E. Fisher, which carried by a vote of 6 -0 -1, the following was adopted:
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A RESOLUTION ( #014 -07) AUTHORIZING THE ISSUANCE AND SALE OF NOT TO
EXCEED $4,000,000 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 $4,000,000 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 12, 2007 on the
issuance of the bonds (as defined below) in accordance with the requirements of
Section 15.2 -2606, Code of Virginia of 1950, as amended ( "Virginia Code ").
WHEREAS, the School Board of the County has requested, by resolution, the
Board to authorize the issuance of the Bonds and has consented to the issuance of the
Bonds.
WHEREAS, the objective of the Virginia Public .School Authority (the "VPSA "} is
to pay the County a purchase price for the Bonds which, in VPSA's judgment, reflects
the Bonds' market value (the "VPSA Purchase Price Objective "), taking into
consideration such factors as the amortization schedule the County has requested for
the Bonds, the amortization schedules requested by other localities, the purchase price
to be received by VPSA for its bonds and other market conditions relating to the sale of
VPSA's bonds.
WHEREAS, such factors may result in requiring the County to accept a discount,
given the VPSA Purchase Price Objective and market conditions, under which
circumstance the proceeds from the sale of the Bonds received by the County will be
less than the amount set forth in paragraph 1 below.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF THE COUNTY OF FREDERICK, VIRGINIA:
1. Authorization of Bonds and Use of Proceeds. The Board hereby determines
that it is advisable to contract a debt and to issue and sell general obligation school
bonds of the County in the aggregate principal amount not to exceed $4,000,000 (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
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Bonds at a price determined by the VPSA and accepted by the Chairman of the Board
or the County Administrator and upon the terms established pursuant to this Resolution.
The County Administrator and the Chairman of the Board, or either of them, and such
officer or officers of the County as either of them may designate, are hereby authorized
and directed to enter into the Bond Sale Agreement with the VPSA providing for the
sale of the Bonds to the VPSA in substantially the form on file with the County
Administrator, which form is hereby approved ( "Bond Sale Agreement ").
3. Details of the Bonds. The Bonds shall be issuable in fully registered form in
denominations of $5,000 and whole multiples thereof; shall be dated the date of
issuance and delivery of the Bonds; shall be designated "General Obligation School
Bonds, Series 2007B" (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,
2008, at the rates established in accordance with paragraph 4 of this Resolution; and
shall mature on July 15 in the years (each a "Principal Payment Date ") and in the
amounts established in accordance with paragraph 4 of this Resolution. The Interest
Payment Dates and the Principal Payment Dates are subject to change at the request
of VPSA.
4. 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. Payment Paying Agent and Bond Registrar. The following provisions shall
apply to the Bonds:
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(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 shalt 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, 2017, and the definitive Bonds for which the
Bonds held by the VPSA may be exchanged that mature on or before July 15, 2017 are
not subject to prepayment or redemption prior to their stated maturities. The Principal
Installments of the Bonds held by the VPSA coming due after July 15, 2017 and the
definitive Bonds for which the Bonds held by the VPSA may be exchanged that mature
after July 15, 2017 are subject to prepayment or redemption at the option of the County
prior to their stated maturities in whole or in part, on any date on or after July 15, 2017
upon payment of the prepayment or redemption prices (expressed as percentages of
Principal Installments to be prepaid or the principal amount of the Bonds to be
redeemed) set forth below plus accrued interest to the date set for prepayment or
redemption:
Dates
Prices
July 15, 2017 to July 14, 2018, inclusive .......... ............................... 101%
July 15, 2018 to July 14, 2019, inclusive .......... ............................... 100.5
July 15, 2019 and thereafter ............................. ............................... 100;
Provided, however, that the Bonds shall not be subject to prepayment or redemption
prior to their stated maturities as described above without first obtaining the written
consent of the registered owner of the Bonds. Notice of any such prepayment or
redemption shall be given by the Bond Registrar to the registered owner by registered
mail not more than ninety (90) and not less than sixty (60) days before the date fixed for
prepayment or redemption. The County Administrator is authorized to approve such
other redemption provisions, including changes to the redemption dates set forth above,
as may be requested by the VPSA.
8. Execution of the Bvnds. The Chairman or Vice Chairman and the Clerk or
any Deputy Clerk of the Board are authorized and directed to execute and deliver the
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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 allon-
Arbitrage Certificate, if required by bond counsel, and a Use of Proceeds Certificate
setting forth the expected use and investment of the proceeds of the Bonds and
containing such covenants as may be necessary in order to show compliance with the
provisions of the Internal Revenue Code of 1986, as amended (the "Code "), and
applicable regulations relating to the exclusion from gross income of interest on the
-- Bonds and on the VPSA Bonds. The Board covenants on behalf of the County that (i)
the proceeds from the issuance and sale of the Bonds will be invested and expended as
set forth in such Use of Proceeds Certificate and the County shall comply with the
covenants and representations contained therein and (ii) the County shall comply with
the provisions of the Code so that interest on the Bonds and on the VPSA Bonds will
remain excludable from gross income for Federal income tax purposes.
11. State Non - Arbitrage Proctram� 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
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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.
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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 12, 2007, and
of the whole thereof so far as applicable to the matters referred to in such extract. I
hereby further certify that such meeting was a regularly scheduled meeting and that,
during the consideration of the foregoing resolution, a quorum was present. The front
page of this Resolution accurately records (i) the members of the Board of Supervisors
present at the meeting, (ii) the members who were absent from the meeting, and (iii) the
vote of each member, including any abstentions.
WITNESS MY HAND and the seal of the Board of Supervisors of the County of
Frederick, Virginia, this 12th day of September, 2007.
(SEAL)
Resolution No.: 074 -07
John �. Fliley, Jf." �
Clerk�oard of Supervisors
County of Frederick, Virginia
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NO. TR -1
EXHIBIT A
(FORM OF TEMPORARY BOND)
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Obligation School Bond
Series 2007B
$
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 1 attached hereto payable on July 15,
2008 and annually on July 15 thereafter to and including July 15, 20_ (each a "Principal
Payment Date "), together with interest from the date of this Bond on the unpaid installments,
payable semi - annually on January 15 and July ] 5 of each year commencing on July 15, 2008
(each an "Interest Payment Date;" together with any Principal Payment Date, a "Payment Date "),
at the rates per annum set forth on Schedule I attached hereto, subject to prepayment or
redemption as hereinafter provided. Both principal of and interest on this Bond are payable in
lawful money of the United States of America.
For as long as the Virginia Public School Authority is the registered owner of this Bond,
U.S. Bank National Association, Richmond, Virginia, as bond registrar (the "Bond Registrar ")
shall make all payments of principal, premium, if any, and interest on this Bond, without
presentation or surrender hereof, to the Virginia Public School Authority, in immediately
available funds at or before ] 1:00 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 ] 1:00 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, 2017 and the
definitive Bonds for which this Bond may be exchanged that mature on or before July 15, 2017
are not subject to prepayment or redemption prior to their stated maturities. The principal
installments of this Bond coming due after July 15, 2017, and the definitive Bonds for which this
Bond may be exchanged that mature after July 15, 2017 are subject to prepayment or redemption
at the option of the County prior to their stated maturities in whole or in part, on any date on or
after July 15, 2017, upon payment of the prepayment or redemption prices (expressed as
-3-
percentages of principal installments to be prepaid or the principal amount of the Bonds to be
redeemed) set forth below plus accrued interest to the date set for prepayment or redemption:
Dates
Prices
July 15, 2017 to July 14, 2018, inclusive ....................... ............................... 101%
July 15, 2018 to July 14, 2019, inclusive ....................... ............................... 100.5
July 15, 2019 and thereafter ........................................... ............................... 100;
Provided, however, that the Bonds shall not be subject to prepayment or redemption prior
to their stated maturities as described above without the prior written consent of the registered
owner of the Bonds.. Notice of any such prepayment or redemption shall be given by the Bond
Registrar to the registered owner by registered mail not more than ninety (90) and not less than
sixty (60) days before the date fixed for prepayment or redemption.
All acts, conditions and things required by the Constitution and laws of the
Commonwealth of Virginia to happen, exist or be performed precedent to and in the issuance of
this Bond have happened, exist and have been performed in due time, form and manner as so
required, and this Bond, together with all other indebtedness of the County, is within every delat
and other limit prescribed by the Constitution and laws of the Commonwealth of Virginia.
THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK
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 , 2007.
COUNTY OF FREDERICK, VIRGINIA
(SEAL)
ATTEST:
By:
Clerk, Board of Supervisors of the County
of Frederick, Virginia
-5-
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.)
1470940 ] . I
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.)
Executive
Director of Finance
DATE:
August 8, 2007
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Frederick County Public Schools
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TO: John R. Riley, County Administrator
THROUGH: Patricia Taylor, Superintendent
FROM: Lisa K. Frye, Executive Director of Finance ���,f�..J
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SUBJECT: 2007 Fall VPSA Bond Application and Budget Adjustment for the School
Construction Fund
The school boazd fmance committee met yesterday and approved the itemms listed herein for boazd of
supervisors' consideration. The school board will consider the action items at their meeting on
August 21, the day before the board of supervisors' meeting. In oar to meet the VPSA filing
- deadlines, we are requesting placement on the 22nd meeting agenda for tl� items to fallow.
The 12th elementary school project was placed in a PPEA procurement process. �2 million was
previously appropriated, and a Boazd of Supervisor reimbursement resoh�tion is in place. No monies
have been borrowed to date for this project. Over the next several months, the school boazd will likely
award a contract and proceed to construction. To do so, increased appropriation as well as cash from
the Fall. 2007 bond sale will be needed. The traditional Virginia Public School Authority (VPSA)
bond sale is available to us with application due by August 23, 2007.
The requested actions for board of supervisor approval are:
1. The Board of Supervisors to approve a budget adjustment to the school construction fund for an
additional $2 million which provides a total of $4 million and represents the potential cost of the
land as well as the architectural and engineering costs, the site testing costs, and some preliminary
site work for the 12'" elementary school.
2� The Board of Supervisors to agree to conduct a public hearing on Wednesday, September 12,
2007, at which time authorization for the debt issue will be considered.
Attachments Copy of application for the Fa112007 VPSA bond sate
Notice of public hearing
540 -662 -3888 1415 Amherst Street, Post Office Box 3508, Winchester, VA 22604 -256 FAX 540 -722 -2788