049-04
BOARD 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 10th day
of March, 2004, 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 ofthe meeting:
PRESENT:
VOTE:
Richard C. Shickle, Chairman
Aye
Barbara E. Van Osten
Aye
W. Harrington Smith, Ir.
Aye
Lynda J. Tyler
Aye
Gina A. Forrester
Aye
Gary W. Dove
Aye
Bill M. Ewing
Nay
ABSENT:
No one was absent
A RESOLUTION (#049-04) AUTHORIZING THE ISSUANCE AND SALE OF A
MAXIMUM AMOUNT OF $9,200,000 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 not to exceed
$9,200,000 and to issue its general obligation school bonds to finance certain capital projects for
school purposes.
WHEREAS, the Board held a public hearing on March 10, 2004 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 would 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 $9,200,000 (the "Bonds") for the purpose of
financing certain capital projects for school purposes. The Board hereby authorizes the issuance
and sale ofthe Bonds in the form and upon the terms established pursuant to this Resolution.
2. Sale of the Bonds. It is determined to be in the best interest of the County to accept
the offer of VPSA to purchase from the County, and to sell to the VPSA, the Bonds at a price
determined by the VPSA and accepted by the Chairman of the Board or the County
Administrator and upon the terms established pursuant to this Resolution. The County
Administrator and the Chairman of the Board, or either of them, and such officer or officers of
the County as either of them may designate, are hereby authorized and directed to enter into the
Bond Sale Agreement with the VPSA providing for the sale of the Bonds to the VPSA in
substantially the form on file with the County 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 2004A" (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 January 15, 2005, 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:
(a) For as long as the VPSA is the registered owner of the Bonds, all payments of
principal of, premium, if any, and interest on the Bonds shall be made in immediately available
funds to the VPSA at or before 11 :00 a.m. on the applicable Interest Payment Date, Principal
Payment Date or date fixed for prepayment or redemption, or if such date is not a business day
for Virginia banks or for the Commonwealth of Virginia, then at or before 11 :00 a.m. on the
business day next preceding such Interest Payment Date, Principal Payment Date or date fixed
for prepayment or redemption;
(b) All overdue payments of principal and, to the extent permitted by law, interest
shall bear interest at the applicable interest rate or rates on the Bonds; and
(c) SunTrust Bank, Richmond, Virginia, is designated as Bond Registrar and Paying
Agent for the Bonds.
7. Prepayment or Redemption. The Principal Installments of the Bonds held by the
VPSA coming due on or before July 15, 2014, and the definitive Bonds for which the Bonds held
by the VPSA may be exchanged that mature on or before July 15, 2014 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 15,2014 and the definitive Bonds for which the
Bonds held by the VPSA may be exchanged that mature after July 15, 2014 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 15,2014 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 15,2014 to July 14, 2015, inclusive .....................................................
July 15,2015 to July 14, 2016, inclusive ......................................... ............
July 15, 2016 and thereafter .........................................................................
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 the VPSA.
8. Execution of the Bonds. The Chairman or Vice Chairman and the Clerk or any
Deputy Clerk of the Board are authorized and directed to execute and deliver the Bonds and to
affix the seal of the County thereto. The manner of such execution may be by facsimile,
provided that if both signatures are by facsimile, the Bonds shall not be valid until authenticated
by the manual signature of the Paying Agent.
9. 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 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 f1lings required by Section 3 of the Bond Sale Agreement should the County be
determined by the VPSA to be a MOP (as defined in the Continuing Disclosure Agreement).
13. Filing of Resolution. The appropriate officers or agents of the County are hereby
authorized and directed to cause a certified copy of this Resolution to be filed with the Circuit
Court of the County.
14. Further Actions. The County Administrator, the Chairman of the Board, and such
other officers, employees and agents of the County as either of them may designate are hereby
authorized to take such action as the County Administrator or the Chairman of the Board may
consider necessary or desirable in connection with the issuance and sale of the Bonds and any
such action previously taken is hereby ratified and confirmed.
15. Effective Date. This Resolution shall take effect immediately.
The undersigned Clerk of the Board of Supervisors of the County of Frederick, Virginia,
hereby certifies that the foregoing constitutes a true and correct extract from the minutes of a
meeting of the Board of Supervisors held on March 10, 2004, 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 10th day of March, 2004.
(SEAL)
Clcr~
. County of Frederick, Virginia
Resolution No.: 049-04
cc: Cheryl B. Shiffler, Finance Director
C. William Orndoff, Jr., Treasurer
Lisa Frye, School Finance Director
EXHIBIT A
(FORM OF TEMPORARY BOND)
NO. TR-l
$
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Obligation School Bond A
Series 2004
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, 2005
and annually on July 15 thereafter to and including July 15, _ (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 15,2005 (each an "Interest
Payment Date"; together with any Principal Payment Date, a "Payment Date"), at the rates per
annum set forth on Schedule I attached hereto, subject to prepayment or redemption as hereinafter
provided. Both principal of and interest on this Bond are payable in lawful money of the United
States of America.
For as long as the Virginia Public School Authority is the registered owner of this Bond,
SunTrust Bank, Richmond, Virginia, as bond registrar (the "Bond Registrar") shall make all
payments of principal, premium, if any, and interest on this Bond, without presentation or surrender
hereof, to the Virginia Public School Authority, in immediately available funds at or before 11 :00
a.m. on the applicable Payment Date or date fixed for prepayment or redemption. If a Payment Date
or date fixed for prepayment or redemption is not a business day for banks in the Commonwealth
of Virginia or for the Commonwealth of Virginia, then the payment of principal, premium, if any,
or interest on this Bond shall be made in immediately available funds at or before 11 :00 a.m. on the
business day next preceding the scheduled Payment Date or date fixed for prepayment or
redemption. Upon receipt by the registered owner of this Bond of said payments of principal,
premium, if any, and interest, written aclrnowledgment 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 adopted by the Board of
Supervisors ofthe County and the School Board ofthe 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, 2014 and the
definitive Bonds for which this Bond maybe exchanged that mature on or before July 15, 2014 are
not subject to prepayment or redemption prior to their stated maturities. The principal installments
of this Bond coming due after July 15,2014, and the definitive Bonds for which this Bond may be
exchanged that mature after July 15, 2014 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, 2014,
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 15,2014 to July 14,2015, inclusive. . . . . . . . . . . . . . . . . . . . . . . . . . .
July 15, 2015to July 14,2016, inclusive. . . . . . . . . . . . . . . . . . . . . . . . . . .
101%
100.5
July 15,2016 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 ofthe 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 lNTENTIONALL Y BLANK
IN WITNESS WHEREOF, the Board of Supervisors ofthe County of Frederick, Virginia,
has caused this Bond to be issued in the name of the County of Frederick, Virginia, to be signed by
its Chairman or Vice-Chairman, its seal to be affixed hereto and attested by the signature of its Clerk
or any of its Deputy Clerks, and this Bond to be dated May
,2004.
COUNTY OF FREDERICK, VIRGINIA
(SEAL)
EXHIBIT A ONLY
ATTEST:
Clerk, Board of Supervisors of the
County of Frederick, Virginia
By:
Chairman, Board of Supervisors of the
County of Frederick, Virginia
DO NOT SIGN
PART OF EXHIBIT A
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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.
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
Dated:
Signature Guaranteed:
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.)
(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.)
VIRGINIA PUBLIC SCHOOL AUTHORITY
BOND SALE AGREEMENT
dated as of March 30, 2004
Name ofJurisdiction (the "Local Unit"): County of Frederick, Vrrginia
Sale Date: Not earlier than April 5, 2004, nor later than April 22, 2004
Closing Date: On or about May 13, 2004
Proceeds Requested: $9,200,000
Maximum Authorized Par Amount: $9,200,000
Amortization Period: 20 years
*******************************************************************************
**
1. The Vrrginia Public School Authority ("VPSA") hereby offers to purchase your general
obligation school bonds at a price, determined by the VPSA to be fair and accepted by you,
that, subject to VPSA's purchase price objective and market conditions described below, is
substantially equal to Proceeds Requested set forth above (as authorized by your bond
resolution) from the proceeds of the VPSA's bonds. The sale ofVPSA's bonds is tentatively
scheduled for April 14, 2004 but may occur at any time during the period described above as
the Sale Date. You acknowledge that VPSA has advised you that its objective is to pay you
a purchase price for your bonds which in VPSA's judgment reflects their market value
("purchase price objective") taking into consideration such factors as the amortization
schedule you have requested for your bonds relative to the amortization schedules requested
by the other localities for their respective bonds, the purchase price received by VPSA for its
bonds and other market conditions relating to the sale of the VPSA's bonds. You further
acknowledge that VPSA has advised you that such factors may result in your bonds having
a value other than par and that in order to receive an amount of proceeds that is substantially
equal to the Proceeds Requested you may need to issue a par amount of bonds that is greater
than or lower than the Proceeds Requested. You at the request of VPSA, will 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 and market
conditions, a purchase price for your bonds and a proceeds amount that is substantially equal
to the Proceeds Requested. Y Oll 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 and market conditions, to
generate an amount of proceeds substantially equal to the Proceeds Requested,.
\ \FIN\196306.1
2. You represent that on or before March 30,2004, your local governing body will have duly
authorized the issuance of your bonds by adopting a resolution in the form attached hereto
as Appendix B (the "local resolution ") and that your bonds will be in the form set forth in
the local resolution. Any changes that you or your counsel wish to make to the form of the
local resolution and/or your bonds must be apfroved by the 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. The VPSA has defined a Material Obligated Person ("MOP") for purposes of
the Continuing Disclosure Agreement as any Local Issuer the principal amount of whose
local school bonds pledged under VPSA's 1997 Resolution compromises more than 10010 of
the total principal amount of all outstanding 1997 Resolution bonds. MOP status will be
determined by adding the principal amount of your local school bonds to be sold to the
VPSA and the principal amount of your local bonds previously sold to the VPSA and
currently pledged under VPSA's 1997 Resolution and measuring the total against 10% of the
face value of all bonds outstanding as of the Closing Date under VPSA's 1997 Resolution.
If you are or may be a MOP, the VPSA will require that you file all the information
described in the following paragraph prior to VPSA's distributing its Preliminary Official
Statement, currently scheduled for Apri12, 2004.
You acknowledge that if you are, or in the sole judgment of VPSA may be a MOP
following the issuance of your local school bonds that are the subject of this Bond Sale
Agreement, the VPSA will include by specific reference in its Preliminary Official
Statements and final Official Statements (for this sale and, if you remain a MOP or become
a MOP again after ceasing to be a MOP, for applicable future sales) the information
respecting you ("Your Information") that is on file with the Nationally Recognized
Municipal Securities Information Repositories or their respective successors (INRMSIRs")
and the Municipal Securities Rulemaking Board or its successors ("MSRB"). Accordingly,
if it appears that you will be a MOP (I) following the delivery of your local school bonds to
the 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 the VPSA
that you will file such additional information, if any, as is required so that Your Information,
as of each of (I) the date of the VPSA's applicable Preliminary Official Statement (in the
case of this sale, expected to be April 2, 2004), (II) the date of the VPSA's applicable final
Official Statement (in the case of this sale, expected to be April 14, 2004) and (ill) the date
of delivery of the applicable VPSA bonds (in the case of this sale, expected to be May 13,
2004), 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
1 The local resolution has been drcifted 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.
-2-
circumstances under which they were made, not misleading. You further agree to furnish to
the 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 the VPSA on or before the day that
any such filing is made.
The VPSA will advise you within 60 days of the end of each fiscal year if you were a MOP
as of the end of such fiscal year. Upon written request, the VPSA will also advise you of
your status as a MOP as of any other date. You hereby covenant that you will provide the
certificate described in clause (e) of Section 4 below ifVPSA includes Your Information by
specific reference in its disclosure documents in connection with this sale or any future sale,
whether or not you are a participant in such sale.
4. VPSA's commitment to purchase your bonds is contingent upon (I) VPSA's receipt on the
Closing Date of (a) your bonds which shall include and otherwise meet the Standard Terms
and Conditions contained in Appendix A hereto, (b) certified copies of the local resolution
(see Appendix B attached hereto) and the school board resolution (see Appendix E attached
hereto ), (c) an executed agreement, among VPSA, you and the other local units
simultaneously selling their bonds to VPSA, the depository and the investment manager for
the State Non-Arbitrage Program ("SNAP"), providing for the custody, investment and
disbursement of the proceeds of your bonds and the other general obligation school bonds,
and the payment by you and the other local units of the allocable, associated costs of
compliance with the Internal Revenue Code of 1986, as amended, and any costs incurred in
connection with your participation in SNAP (the "Proceeds Agreement"), (d) an executed
copy of the Use of Proceeds Certificate in the form attached hereto as Appendix C, (e) if the
VPSA has included by specific reference Your Information into the VPSA Preliminary and
final Official Statement, your certificate dated the date of the delivery of the VPSA's bonds
to the effect that (i) Your Information was as of the date of the VPSA's Preliminary and final
Official Statements, and is as of the date of the certificate, true and correct and did not and
does not contain an untrue statement of a material fact or omit to state a material fact which
should be included in Your Information for the purpose for which it is included by specific
reference in 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, 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 Vrrginia 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 be paid in full or defeased
-3-
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 (ill) your compliance
with the terms of this agreement. Two complete transcripts (one original) of the documents
listed above shall be provided by your counsel to the 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. This Bond Sale Agreement shall take effect on March 30, 2004.
Vrrginia Public School Authority
Name of Jurisdiction: County of Frederick,
Vrrginia
By:
Authorized VPSA Representative
By: ~j/
Name: John R ;;;'Y. Jr.
Title: County Administrator
-4-
APPENDIX D
to the Bond Sale Agreement
CONSTRUCTION EXCEPTION AND
EIGHTEEN-MONTH EXCEPTION
TO THE REBATE REQUIREMENT
QUESTIONNAIRE
The purpose of this questionnaire is to elicit facts concerning the expenditure of the
proceeds of the County of Frederick, Virginia (the "Issuer") general obligation school bonds (the
"Bonds") in order to make an initial determination that the construction exception from the rebate
requirement provided by Section 148(f)(4)(C) of the Internal Revenue Code of 1986, as amended,
or the eighteen month exception from the rebate requirement provided by Section 1.148-7(d) of the
Treasury Regulations is available.
Please supply the information requested below and send this questionnaire to Richard A.
Davis, Public Finance Manager, Virginia Public School Authority, P. O. Box 1879, Richmond,
Virginia 23218-1879, for receipt no later March 30, 2004, with a copy to your bond counsel.
1. Briefly describe the project (the "Project") to be fmanced with the proceeds of the Bonds
including the useful life of the project(s) being fmanced.
Construction of New Middle School
30 + years
Design and site work - elementary school
30 + years
2. (a) Indicate the total amount of proceeds to be derived from the sale of the Bonds.
$9.200.000
(b) Indicate the amount that you reasonably expect to receive from the investment of the
Bond proceeds prior to spending all of the Bond proceeds set forth above in Question 2 (a).
$20.000
(c) Indicate the amount of proceeds derived from the sale of the Bonds that you expect to
use to finance the issuance costs of the Bonds. (e.g. your legal fees)
$7.000
(d) The amount set forth in Questions 2(a) plus the amount set forth in Question 2(b)
reduced by the amount set forth in Question 2(c) equals $ 9.213.000 . This
D-l
\\F1N\1963 13.1
amount is hereinafter referred to as "Available Construction Proceeds". Any bond
premium derived from sale of the bonds and any investment earnings thereon will be
treated as Available Construction Proceeds.
3. Indicate the amount of money, other than the Available Construction Proceeds of the Bonds,
that will be applied toward the cost of the Project and the expected source of such rnoney.
Indicate what such money will be used for.
Additional VPSA bond issues
4. Indicate, by principal components, your current estimates of the cost for the acquisition and
construction of the Project that will be financed with the Available Construction Proceeds of
the Bonds, including:
(a) Acquisition of Interest in
Land
(b) Acquisition of Interest in
Real Propertyl
(c) Acquisition and/or Installation
of Tangible Personal Properti
(d) Site Preparation
(e) Construction of Real Properry3
(f) Reconstruction of Real Property4
(g) Rehabilitation of Real Propertl
(h) Construction of Tangible
6
Personal Property
(i) Specially developed computer
software 7
G) Interest on the Bonds during
Construction
(k) Other (please specify)
$
1,000,000
8.213,000
(1) Total
$ 9.213.000
(Note: The sum of the amounts described in (a) through (k) must equal the amount of
Available Construction Proceeds of the Bonds set forth in Question 2(d).)
1-7 See the Endnotes on pages 0.7 and 0-8.
5.
(a)
Have you borrowed, directly or indirectly, (such as through an industrial
D-2
development authority) any money, either through a tax-exempt bank loan, a bond
anticipation note, any tax-exempt or taxable obligation or otherwise (a "loan"), to
pay for the Project costs?
Yes
No X
(b) Do you intend to use the proceeds of the Bonds to refmance or repay any loan used
to finance the Project costs?
Yes
No X
(c) If the answer to Question 5(b) is "Yes", please attach a copy of the BAN,
COP, or other evidence of the loan and any tax certificate executed with such loan
and indicate the following:
(i) Amount ofloan:
(ii) Date ofloan:
(iii) Maturity date of loan:
(iv) Interest rate ofloan:
(v) Name oflender:
(vi) Refinance or repayment date:
(vii) Amount of unspent proceeds, if any:
(viii) Where unspent proceeds are being held (e.g. SNAP):
(d) If the answer to question 5(a) or (b) is "Yes", did you use the proceeds of the loan to
reimburse yourself for expenses paid with respect to the Project before the loan was
obtained?
Yes
No
(e) If the answer to question 5(b) is "Yes", do you expect to qualify for the small issuer
exception for the loan.
6.
(a)
Do you intend to reimburse yourself from the proceeds of the Bonds for Project
costs advanced from your General Fund or other available sources?
Yes X
No
D-3
(b) If the answer to Question 5(d) or Question 6 (a) is "Yes", with respect to all such
expenditures, please indicate the amount of such expenditure, when such
expenditure was paid and the purpose of the expenditure (i.e., architectural fees,
engineering fees, other construction costs):
(i) Amount expended $ Approximately $500.000 may be spent
(ii) Date of expenditure: late April or early May 2004
(iii) Purpose of expenditure: Construction
(Note: if you intend to reimburse yourself for more than one expenditure, please
attach a rider setting forth: (i) amount expended, (ii) date of expenditure, and (iii)
purpose of expenditure)
7. If the answer to Question 5(d) or 6(a) is "Yes" please attach a copy of any other evidence of
your intention to reimburse yourself with the proceeds of a borrowing such as the earliest
possible resolution, declaration or minutes of a meeting. Include the date such resolution
was adopted, meeting was held or declaration made.
[The purpose of questions 8, 9 and 10 is to determine if the Bonds may qualify for the
Construction Exception from the Rebate Requirement.]
8. Indicate whether the total of the amounts shown in 4(d) through (i) on page D-2 is at least
75% of the amount of Available Construction Proceeds (i.e., 75% of the amount in 4(i).
Yes X No
If the answer to Question 8 is "Yes", answer Question 9 and skip Question 10.
If the answer to Question 8 is "No", skip Question 9 and answer Question 10.
9.
(a)
Assuming the Bonds are delivered on May 13, 2004 and funds are made available to
you on that date, please complete the following schedule indicating the amount of
Available Construction Proceeds that the City/County expects to expend and
disburse during the following time periods:
From May 13,2004 to November 13,2004 $ 9.213.0008
Prom November 14, 2004 to May 13,2005
Prom May 14, 2005 to November 13,2005
Prom November 14,2005 to May 13,2006
Total9 $ 9.213.000
8 and 9 See the Endnotes on page D-8.
D-4
(b) If you do not expect to spend 100% of Available Construction Proceeds by May 13,
2006, do you expect to spend 100% of Available Construction Proceeds by May 13,
2007?
Yes
No
10. For purposes of this Question 10, assume that the Bonds are delivered on May 13,2004 and
funds are made available to you on that date.
(a) Does the City/County expect to expend and disburse the amount shown in Question
4(a) for the acquisition ofland by November 13, 2004?
Yes
No
(b) Does the City/County expect to expend and disburse the amount shown in Question
4(b) for the acquisition of interests in real property by November 13, 2004?
Yes
No
(c) Does the City/County expect to expend and disburse the amount shown in Question
4(c) for the acquisition and/or installation of tangible personal Property by
November 13, 2004?
Yes
No
(d) (i) Does the City/County expect to expend and disburse the amount shown in
question 4(1) by May 13,20077
Yes
No
(ii) Assuming that the Bonds are delivered on May 13, 2004, and funds are made
available to you on that date, please complete the following schedule indicating the
amount of Available Construction Proceeds that the City/County expects to expend
and disburse during the following time periods:
From May 13,2004 to November 13, 2004
From November 14, 2004 to May 13, 2005
From May 14,2005 to November 13, 2005
From November 14,2005 to May 13, 2006
$
10
Total $
10 See the Endnotes on page 0-8.
D-5
[The purpose of question 11 is to determine if the Bonds may qualify for the Eighteen
Month Exception from the Rebate Requirement.)
11. The sum of the amounts set forth in Questions 2(a) and 2(b) equals $ 9.220.000 (the "gross
proceeds"). Assuming that the Bonds are delivered on May 13,2004 and funds are made available to
you on that date, please complete the following schedule indicating the amount of gross proceeds that
the City/County expects to expend and disburse during the following time periods:
From May 13, 2004 to November 13, 2004
From November 14, 2004 to May 13,2005
From May 14,2005 to November 13,2005
$ 9.220.000 I
Total
$
12.
(a)
Will this issue qualify for the Small Issuer Exception?
Yes X
No
(b) List any general obligation bond financings the City/County has undertaken or is
planning to undertake in the calendar year 2004.
I understand that the foregoing information will be relied upon by the Virginia Public School
Authority (the "Authority") in determining the applicability of the construction exception to the
Authority's School Financing Bonds (1997 Resolution), Series 2004 A. I hereby certify that I am familiar
with the Project or have made due inquiry in order to complete this Questionnaire with respect to the
Project and am authorized by the City/County to provide the foregoing information with respect to it,
which information is true, correct, and complete, to the best of my knowledge.
I Include amounts expended prior to May 13, 2004 and approved by your bond counsel for
reimbursement from your bond proceeds. This does not include any amount used to refmance or
repay any loan.
D-6
Lisa K. Frye
Name of Person Completing
Questionnaire
Director of Finance
Title
~L-~4U
19nature
3/L./-/O<f
Date . I
D-7
CERTIFICATE OF THE CLERK OF THE CIRCUIT COURT
OF THE COUNTY OF FREDERICK, VIRGINIA
The undersigned certifies that there has been filed with the Circuit Court of the County of
Frederick, Virginia, as required by Section 15.2-2607 of the Code of Virginia of 1950, as
amended, a certified copy of a resolution authorizing the issuance and sale of $9,200,000 County
of Frederick, Virginia General Obligation School Bonds, Series 2004A adopted on March 10,
2004 by the Board of Supervisors of the County of Frederick, Virginia.
Dated: March ~ 2004
Clerk, Circuit Court of the County of Frederick,
Virginia
\\FIN\115091.1
.......dents An ~
~~ '1&
!FCPSi
Frederick County Public Schools
Visit us at www.frederickkl2.vaus
e-mail:
fryel@frederick.k12 va. us
Director of Finance
SUBJECT:
Resolution to Authorize the Spring 2004 VPSA Bond Sale
DATE:
John R Riley, County Administrator
Lisa K. Frye, Director ofFinanc~*
March 4, 2004
TO:
FROM:
Attached is the resolution for the March 10, 2004 BOS meeting authorizing the Spring 2004 bond
sale and associated debt. This issue is for $9,200,000 and is for continued construction ofthe fourth
middle school and design/site work on the eleventh elementary schooL Pages 1 through 4 are part of
the resolution, which needs to be signed by you after BOS approval. The remaining pages are part of
Exhibit A and are for reference only.
Also included in this packet are two copies of the bond sale agreement, one copy ofthe Appendix D,
and the certificate of the clerk of the circuit court to be completed by Becky Hogan. And last, the
certificate of publication needs to be filed as well. Theresa coordinated the advertisement and will
obtain the certificate.
Please call me when all of the above is complete and I will coordinate the filing with the
Department of the Treasury. Thank you, and Theresa, for your help.
If you have any questions, please feel free to contact me.
Attachments:
Resolution authorizing the bond sale w/exhibits (e-mailed to Theresa also)
Bond Sale Agreement
Appendix D- Construction Exception
Certification of the Circuit Court
540-662-3888
1415 Amherst Street, Post Office Box 3508, Winchester, VA 22604-2546 FAX 540-722-2788