HomeMy WebLinkAbout011-08BOARD 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
24th day of September, 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 Gary W. Dove, which carried by
a vote of 7 -0, the following was adopted:
Page 1 of 7
A RESOLUTION ( #011 -08) AUTHORIZING THE ISSUANCE AND SALE OF NOT TO
EXCEED $7,300,000 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 $7,300,000 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 24, 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 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 $7,300,000 (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 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 200813" (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. 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 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
July 15, 2018 to July 14, 2019, inclusive .......... ...............................
July 15, 2019 to July 14, 2020, inclusive .......... ...............................
July 15, 2020 and thereafter ............................. ...............................
Prices
101%
100.5
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
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 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 September 24, 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 24th day of September, 2008.
A
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J n/ ile , r.
C16A, Board of Supervisors
County of Frederick, Virginia
(SEAL)
Resolution No.: 011 -08
Page 7 of 7
EXHIBIT A
NO. TRA
(FORM OF TEMPORARY BOND)
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Obligation School Bond
Series 2008B
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, 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, 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 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.
-2-
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 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
-3-
the definitive Bonds for which this Bond 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 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
IE
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 _, 2008.
[SEAL]
ATTEST:
Clerk, Board of Supervisors of the
County of Frederick, Virginia
COUNTY OF FREDERICK, VIRGINIA
Chairman, Board of Supervisors of the
County of Frederick, Virginia
-5-
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
the within Bond and irrevocably constitutes and appoints
attorney to exchange
said Bond for definitive bonds in lieu of which this Bond is issued and to register the
transfer of such definitive bonds on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:
Signature Guaranteed:
(NOTICE: Signature(s) must be
guaranteed by an "eligible guarantor
institution" meeting the requirements of
the Bond Registrar which requirements
will include membership or participation
in STAMP or such other "signature
guarantee program" as may be
determined by the Bond Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.)
Registered Owner
(NOTICE: The signature above must
correspond with the name of the
Registered Owner as it appears on the
front of this Bond in every particular,
without alteration or change.)
VIRGINIA PUBLIC SCHOOL AUTHORITY
BOND SALE AGREEMENT
Name of Jurisdiction (the "Local Unit "): County of Frederick, Virginia
Sale Date: The VPSA Sale Date (expected to be on or about October 22, 2008)
Closing Date: On or about November 20, 2008
Proceeds Requested: $7,300,000
Maximum Authorized Par Amount: $7,300,000
Amortization Period: Twenty (20) Years
************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * **
1. The Virginia Public School Authority ( "VPSA ") hereby offers to purchase, solely from the
proceeds of VPSA's Series 2008 B Bonds ( "VPSA's Bonds "), your general obligation school
bonds at a price, determined by 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 22, 2008 but may occur, subject to market
conditions, at any time between October 13, 2008 and October 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 VPSA's Bonds. You further
acknowledge that VPSA has advised you that such factors may result in your bonds having a
value other than par and that in order to receive an amount of proceeds _that is substantially
equal to your Proceeds Requested, you may need to issue a par amount of bonds that is greater
or less than your Proceeds Requested. You, at the request of VPSA, agree to issue an amount
of the local school bonds not in excess of the Maximum Authorized Par Amount to provide, to
the fullest extent practicable given VPSA's purchase price objective, a purchase price for your
bonds and a proceeds amount that is substantially equal to your Proceeds Requested. You
acknowledge that the purchase price for your bonds will be less than the Proceeds Requested
should the Maximum Authorized Par Amount be insufficient, based upon VPSA's purchase
price objective, to generate an amount of proceeds substantially equal to your Proceeds
Requested.
2. You represent that on or before October 10, 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
Fall 2008 Bond Sale Agreement.DOC
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 VPSA and the principal amount
of your local bonds previously sold to 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 October 14, 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 applicable future sales) the information respecting you ( "Your
Information ") that is on file with the Nationally Recognized Municipal Securities Information
Repositories or their respective successors ( "NRMSIRs ") and the Municipal Securities
Rulemaking Board or its successors ( "MSRB "). Accordingly, if VPSA has determined that
you are at any time a MOP (I) following the delivery of your local school bonds to VPSA in
connection with this sale, or (II) during the course of any future sale, whether or not you are a
participant in such sale, you hereby represent and covenant to VPSA that you will file such
additional information, if any, as is required so that Your Information, as of each of (I)(A) the
date of VPSA's applicable Preliminary Official Statement (in the case of this sale, expected to
be October 14, 2008), (B) the date of VPSA's applicable final Official Statement (in the case of
this sale, expected to be October 22, 2008) and (C) the date of delivery of VPSA's Bonds (in
the case of this sale, expected to be November 20, 2008) 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 City or Town.
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 (see Appendix E attached hereto),
(c) an executed agreement, among VPSA, you and the other, if applicable, 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 which shall be dated the closing date, 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 transcript of the documents listed above shall be
provided by your counsel to Sidley Austin LLP, bond counsel to VPSA, on the Closing Date
or, with VPSA's permission, as soon as practicable thereafter but in no event more than thirty
(30) business days after the Closing Date.
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 October 10, 2008.
Virginia Public School Authority
By:
Authorized VPSA Representative
COUNTY OF FREDERICK, VIRGINIA
By:
Name: Jo R. Riley, Jr.
Title: County Administrator
(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 October 10,
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. VPSA 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.
a&'R� i.rh7
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F
4
Frederick County Public Schools
Executive
Director of Finance
DATE:
TO:
FROM:
SUBJECT:
Visit us at www.frederick.kl2.va.us
August 5, 2008
John R. Riley, County Administrator
Lisa K. Frye, Executive Director of Finance 7—
2008 Fall VPSA Bond Sale — Request for Public Hearing
e -mail:
fryel@frederick.kl2.va.us
The school board is scheduled on August 19' to approve the application for the Virginia Public
School Authority (VPSA) Fall 2008 bond sale and requests Board of Supervisor action to set a public
hearing for the county's participation in the sale. It is requested that the public hearing and
subsequent approval of the sale be set for Wednesday, September 24, 2008.
Proceeds from the bond sale will satisfy the projected cash flow needed for the construction of the
12 elementary school until the spring sale in May 2009. The amount of the bond application is
$7,300,000.
Additionally, a copy of the bond sale application, as well as the notice of public hearing to be
published, is attached.
Thank you for your consideration. Please do not hesitate to contact me should you have any
questions.
Attachments (2)
C: Patricia Taylor, Superintendent
540- 662 -3888 1415 Amherst Street, Post Office Box 3508, Winchester, VA 22604 -2546 FAX 540- 722 -2788
Frederick County Public Schools
Executive
Director of Finance
DATE:
TO:
Visit us at www.frederick.k12.va.us
e -mail:
fry eI@frederick.k12.va.us
FROM:
SUBJECT:
July 26, 2008
.Patty Taylor, Superintendent
John R. Riley, County Administrator
Lisa K. Frye, Executive Director of Finance
2008 Fall VPSA Bond Sale Timeline
The timeline below sets forth the pertinent dates associated with the VPSA Fall bond sale. Due to the current meeting
schedules of both boards, it will be necessary for the board of supervisors (BOS) to consider on August 13"i the
request for public hearing on the bond sale and act to set the date same on September 20. This August 13 action
will occur prior to the next school board meeting on August 19` Unfortunately, that order is unavoidable. The
amount of the request will be determined in the coming days and, at a minimum, will include funds for the continued
construction of the 12' elementary school.
August 13 Board of Supervisors set public hearing date for September 24.
August 19 School board passes a resolution authorizing the application to VPSA and resolution
requesting BOS approve the bond issue.
August 21 School board returns completed application form and resolution to VPSA.
September 6 & 13 Publication of Public Hearing Notice
September 24 Board of Supervisors conduct public hearing and approve resolution/ordinance
authorizing bond issue. Bond Sale Agreement is executed.
October 7 Submission deadline for the BOS adopted resolution/ordinance authorizing bond issue
and executed Bond Sale Agreement and completed tax questionnaire to VPSA.
November 14 Submit Account Registration forms to SNAP.
November 20 Closing VPSA bonds - funds available.
Email copy to: Teresa Price