013-12BOARD OF SUPERVISORS
BOARD OF SUPERVISORS
COUNTY OF FREDERICK, VIRGINIA
RESOLUTION
At a regular meeting of the Frederick County Board of Supervisors held on the 12 day
of September, 2012, the following resolution was adopted by a majority of the members
of the Board of Supervisors by the following roll call vote, as recorded in the minutes of
the meeting:
PRESENT VOTE:
Richard C. Shickle, Chairman
Aye
Bill M. E. Ewing, Vice Chairman
Ay
Gene E. Fisher
Aye
Gary A. Lofton
Aye
Ross P. Spicer
Aye
Christopher E. Collins
A
Charles S. DeHaven, Jr.
A
ABSENT:
No one was absent.
On motion of Ross P. Spicer, seconded by Christopher E. Collins, which carried by a
vote of 7 -0, the following was adopted:
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED
$4,800,000 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 $4,800,000 and to issue its general obligation school bonds to
finance certain capital projects for public school purposes, including, but not limited to,
renovations at James Wood High School, additions at various elementary schools and
the architectural and engineering associated with the construction of a new high school
and a replacement middle school (the "Project ");
WHEREAS, the Board held a public hearing on September 12, 2012, 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 (as hereinafter defined) and has
consented to the issuance of the Bonds;
WHEREAS, the Bond Sale Agreement (as defined below) shall indicate that
$4,800,000 is the amount of proceeds requested (the "Proceeds Requested ") from the
Virginia Public School Authority ( "VPSA') in connection with the sale of the Bonds;
WHEREAS, VPSA's objective 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 relative to, 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; and
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 $4,800,000
(the "Bonds ") for the purpose of financing the Project. 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 VPSA,
the 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 a 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 (the "Bond Sale Agreementt').
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 2012" (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 "), 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. Interest Rates and Principal installments 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 five one - hundredths of
one percent (0.05 %) over the interest rate to be paid by 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 26 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:
(a) For as long as VPSA is the registered owner of the Bonds, all
payments of principal, premium, if any, and interest on the Bonds shall be made in
immediately available funds to 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 succeeding 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.
(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, 2022, and the definitive Bonds for
which the Bonds held by the VPSA may be exchanged that mature on or before July 15,
2022, are not subject to prepayment or redemption prior to their stated maturities. The
Principal Installments of the Bonds held by the VPSA coming due on or after July 15,
2023, and the definitive bonds for which the Bonds held by the VPSA may be
exchanged that mature on or after July 15, 2023, 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, 2022, 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, 2022 through July 14, 2023 ................... o
................... 101 /a
July 15, 2023 through July 14, 2024 ........ ............................... 100.5
July 15, 2024 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 VPSA or 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 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
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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 other
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, 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 other officer or officers of the
County as either of them may designate are hereby authorized and directed (i) to
execute a Continuing Disclosure Agreement, as set forth in Appendix F to the Bond
Sale Agreement, setting forth the reports and notices to be filed by the County and
containing such covenants as may be necessary in order to show compliance with the
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provisions of the Securities and Exchange Commission Rule 15c2 -12, under the
Securities Exchange Act of 1934, as amended, and directed, 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 all such other officers, employees and agents of the County as either of
them may designate are hereby authorized to take such action as the County
Administrator or the Chairman of the Board may consider necessary or desirable in
connection with the issuance and sale of the Bonds and any such action previously
taken is hereby ratified and confirmed.
15. Effective Date This Resolution shall take effect immediately.
The undersigned Clerk of the Board of Supervisors of the County of Frederick,
Virginia, hereby certifies that the foregoing constitutes a true and correct extract from
the minutes of a meeting of the Board of Supervisors held on September 12, 2012, 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 12 day of September, 2012.
jonp V. mey, Jr.
CI , Board of Supervisors
County of Frederick, Virginia
(SEAL)
Resolution No.: 013 -12
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EXHIBIT A
NO. TR -1
(FORM OF TEMPORARY BOND)
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Obligation School Bond
Series 2012
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,
20 and annually on July 15 thereafter to and including July 15, 20_ (each a "Principal
Payment Date "), together with interest from the date of this Bond on the unpaid installments,
payable semi - annually on January 15 and July 15 of each year commencing on January 15,
20_ (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 succeeding 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 bcaring 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, 2022 and the
definitive Bonds for which this Bond may be exchanged that mature on or before July 15, 2022
are not subject to prepayment or redemption prior to their stated maturities. The principal
installments of this Bond coming due on or after July 15, 2023, and the definitive Bonds for
which this Bond may be exchanged that mature on or after July 15, 2023 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, 2022, upon payment of the prepayment or redemption
prices (expressed as percentages of principal installments to be prepaid or the principal amount
-3-
of the Bonds to be redeemed) set forth below plus accrued interest to the date set for prepayment
or redemption:
Dates
Prices
July 15, 2022 through July 14, 2023 .................. ............................... 101%
July 15, 2023 through July 14, 2024 .................... ............................... 100.5
July 15, 2024 and thereafter ................................. ............................... 100;
Provided however that the Bonds shall not be subject to prepayment or redemption prior
to their stated maturities as described above without the prior written consent of the registered
owner of the Bonds. Notice of any such prepayment or redemption shall be given by the Bond
Registrar to the registered owner by registered mail not more than ninety (90) and not less than
sixty (60) days before the date fixed for prepayment or redemption.
All acts, conditions and things required by the Constitution and laws of the
Commonwealth of Virginia to happen, exist or be performed precedent to and in the issuance of
this Bond have happened, exist and have been performed in due time, form and manner as so
required, and this Bond, together with all other indebtedness of the County, is within every debt
and other limit prescribed by the Constitution and laws of the Commonwealth of Virginia.
THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, the Board of Supervisors of the County of Frederick,
Virginia, has caused this Bond to be issued in the name of the County of Frederick, Virginia, to
be signed by its Chairman or Vice - Chairman, its seal to be affixed hereto and attested by the
signature of its Clerk or any of its Deputy Clerks, and this Bond to be dated November ,
2012.
COUNTY OF FREDERICK, VIRGINIA
[SEAL]
ATTEST:
Clerk, Board of Supervisors of the
County of Frederick, Virginia
I'
-S-
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: 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: VPSA Sale Date (expected to be on or about mid to late October)
Closing Date: On or about November 15, 2012
Proceeds Requested: $4,800,000
Maximum Authorized Par Amount: $4,800,000
Amortization Period: TWENTY YEARS (20 years)
1. The Virginia Public School Authority ( "VPSA ") hereby offers to purchase, solely from the
proceeds of VPSA's 2012 Fall Pool 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 mid to late October but may occur, subject to
market conditions, at any time between October 12, 2012 and December 31, 2012 (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 12, 2012, your local governing body will have duly
authorized the issuance of your bonds by adopting a resolution in substantially 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
41311147_2.DOC
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 resulting 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 17, 2012.
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 Municipal Securities Rulemaking Board ( "MSRB ")
through its Electronic Municipal Market Access ( "EMMA ") System. 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 (Il) 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 (1)(A) the date of VPSA's applicable Preliminary Official Statement (in the case of
this sale, expected to be October 17, 2012), (B) the date of VPSA's applicable final Official
Statement (in the case of this sale, expected to be mid to late October) and (C) the date of
delivery of VPSA's Bonds (in the case of this sale, expected to be November 15, 2012) and (11)
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 fiunish to VPSA a copy of all filings you make with EMMA
subsequent to the date of this Agreement. Such copy will be furnished to VPSA on or before
the day that any such filing is made.
VPSA will advise you within 60 days after the end of each fiscal year if you were a MOP as of
the end of such fiscal year. Upon written request, VPSA will also advise you of your status as
To provide you some perspective on this requirement, as of June 30, 2012, VPSA would have
had to have pledged under its 1997 Resolution approximately $268 million of your bonds for you to
have been designated a MOP.
2
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, 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 you are a MOP and 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
3
but in no event more than thirty (30) business days after the Closing Date.
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 12, 2012.
Virginia Public School Authority
By:
Authorized VPSA Representative
COUNTY OF FREDERICK, VIRGINIA:
By: _
Name:
Title: {
4
Administrator
NOTICE OF
PUBLIC HEARING
The Frederick County Board of Supervisors will
hold a Public Hearing on Wednesday,
September 12, 2012, 7:15 P.M., in the Board
of Supervisors' Meeting Room, County
Administration Building, 107 North Kent Street,
Winchester, Virginia, to Consider the Following:
Amendment to the 2012 -2013 Fiscal Year
Budget - Pursuant to Section 15.2 -2507 of the
Code of Virginia, 1950, as Amended, the Board
of Supervisors will Hold a Public Hearing to
Amend the Fiscal Year 2012 -2013 Budget to
Reflect:
Schoo Qo trugti
AppropriatwQn 'in the Amount of $61 Million
for Additions to Four Elementary gghools
This Request is Needed for Adding
Additional Classrooms at the Elementary
Level for the Implementation of Full Day
Kindergarten.
Sgf ooi Construction Fund Supplemental
AplLropriation in the Amount of 52.5 Million
for' the Desi and D ocument
for the Fourth Hjah School to the Point of,
but Not Including, the Bidding the Project
Prior to Construction.
Scho Construction Fund SurnnlemantA
for the Design and Documgnt Preparation
f4Lthe Replacement of Fredgrick County
Middle School to the Point of, but Not
including, the Bidding the Project Prior to
Construction.
Proposed School Bond Financings by the
Board of Supervisors of 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
(the "Bonds ") of the County in an Aggregate
Principal Amount Not to Exceed $4,800,000 to
Finance Certain Capital Projects for Public
School Purposes, Including, but not Limited to,
Renovations at James Wood High School,
Additions at Various Elementary Schools, and
the Architectural and Engineering Associated
with the Construction of a New High School and
a Replacement Middle School. A Resolution
Authorizing the Issuance of the Bonds will be
Considered by the Board of Supervisors at Its
Meeting on Wednesday, September 12, 2012.
All Interested Parties are invited to Attend and
Present Oral or Written Comments.
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 spask on the above items. (A copy of
the agenda will be available for review at the
Handley Regional Library, Braddock and
PiceadFlly Streets,. Winchester, Virginia; and
the Bowman Library, Tasker Road,
Stephens City, Virginia, the week of
September 10, 2012. You May Also Visit the
Web at www.frederickcountyva.gov)
John R. Riley, Jr
County Administrator
The
Winchester Star
Wednesday
September 5, 2012
NOTICE OF
PUBLIC HEARING
The Frederick County Board of Supervisors will
hold a Public Hearing on Wednesday,
September 12, 2012, 7:15 P.M., in the Board
of Supervisors' Meeting Room, County
Administration Building, 107 North Kent Street,
Winchester, Virginia, to Consider the Following:
Amendment to the 2012 -2013 Fiscal Year
Budget - Pursuant to Section 15.2.2507 of the
Code of Virginia, 1950, as Amended, the Board
of Supervisors will Hold a Public Hearing to
Amend the Fiscal Year 2012 -2013 Budget to
Reflect:
5ch2gL_Construction Fund Supplemental
APam"tio t ^ 86. Wilion
for Additions to Four Elementary Schools
This Request is Needed for Adding
Additional Classrooms at the Elementary
Level for the implementation of Full Bay
Kindergarten.
School Qgnstructioa Fund Suppiement
APPmariation in the Amount of $2.5 Million
r the Design an
for the Fourth High School to the Point of,
but Not Including, the .Bidding the Project
Prior to Construction.
School Construction Fund, ul2plemental
Apprgprialion in the Amount of 2.0 'Ilion
far-the Design and Docurn@nJ_Preparation
o f Frederi
Middle School to the Point of, but Not
Including, the Bidding the Project Prior to
Construction.
Proposed School Bond Financings by the
Board of Supervisors of 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
(the "Bonds ") of the County in an Aggregate
Principal Amount Not to Exceed $4,800,000 to
Finance Certain Capital Projects for Public
School Purposes, Including, but not Limited to,
Renovations at James Wood High School,
Additions at Various Elementary Schools, and
the Architectural and Engineering Associated
with the Construction of a New High School and
a Replacement Middle School. A Resolution
Authorizing the Issuance of the Bonds will be
Considered by the Board of Supervisors at Its
Meeting on Wednesday, September 12, 2012.
All Interested Parties are Invited to Attend and
Present Oral or Written Comments.
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,
($40)665.5666.
Interested citizens may appear before the
Board to speak on the above items. (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, Tasker Road,
Stephens City, Virginia, the week of
September 10, 2012. You May Also Visit the
Web at wwwJrederickoountyva.gov)
John R. Riley, Jr
County Administrator
The
Winchester Star
Wednesday
August 29, 2012