017-03
BOARD OF SUPERVISORS
COUNTY OF FREDERICK, VIRGINIA
RESOLUTION
At a regular meeting of the Frederick County Board of Supervisors held on the 24th day of
September, 2003, 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
Margaret B. Douglas Aye
Sidney A. Reyes Aye
Robert M. Sager Aye
W. Harrington Smith, Jr. Absent
Lynda 1. Tyler Aye
Gina A. Forrester Aye
\\FIN\133017.!
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE
OF A MAXIMUM AMOUNT OF $6,375,000 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
$6,375,000 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, 2003, 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 ofVPSA'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 ofthe 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 $6,375,000 (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 ofVPSA 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 2003" (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, 2004, 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 ofVPSA.
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
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(c) SunTrust Bank, Richmond, Virginia, is designated as Bond Registrar and
Paying Agent for the Bonds.
1. Prepayment or Redemption. The Principal Installments of the Bonds held
by the VPSA coming due on or before July 15, 2013, and the definitive Bonds for which the
Bonds held by the VPSA may be exchanged that mature on or before July 15, 2013 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, 2013 and the definitive Bonds for
which the Bonds held by the VPSA may be exchanged that mature after July 15,2013 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, 2013 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, 2013 to July 14, 2014, inclusive....................................................
July 15, 2014 to July 14, 2015, inclusive.. ..... ....................................... ......
July 15,2015 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.
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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 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.
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
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minutes of a meeting of the Board of Supervisors held on September 24, 2003, and ofthe 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 (Hi) 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, 2003.
(SEAL)
Board Resolution No.: 017-03
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EXHIBIT A
(FORM OF TEMPORARY BOND)
NO. TR-l
$
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
COUNTY OF FREDERICK
General Obligation School Bond
Series 2003
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,
2004 and annually on July 15 thereafter to and including July 15, 2023 (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, 2004
(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 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
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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 ofthis 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 15,2013 and the
definitive Bonds for which this Bond may be exchanged that mature on or before July 15, 2013
are not subject to prepayment or redemption prior to their stated maturities. The principal
installments of this Bond coming due after July 15,2013, and the definitive Bonds for which this
Bond may be exchanged that mature after July 15,2013 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, 2013, upon payment of the prepayment or redemption prices (expressed as
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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 15,2013 to July 14,2014, inclusive....................................................
July 15,2014 to July 14,2015, inclusive....................................................
July 15,2015 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 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 TIllS 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 ---" 2003.
COUNTY OF FREDERICK, VIRGINIA
(SEAL)
ATTEST:
isors of the County
By: ~--C L/~.L'
Chairman, Board of Supervisors of the
County of Frederick, Virginia
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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
prermses.
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.)
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 County of
Frederick, Virginia General Obligation School Bonds, Series 2003 adopted on September 24,
2003 by the Board of Supervisors of the County of Frederick, Virginia.
Dated: ~ - ~ S , 2003
~
Clerk; Circuit Court of the Coun of Frederick,
Virginia
IIFlN\\34836.\
VIRGINIA PUBLIC SCHOOL AUTHORITY
BOND SALE AGREEMENT
dated as of October I, 2003
Name ofJurisdiction (the "Local Unit"): Frederick County, Vlfginia
Sale Date: Not earlier than October 6, 2003, nor later than October 23, 2003
Closing Date: On or about November 6, 2003
Proceeds Requested: $6,375,000
Maximum Authorized Par Amount: $6,375,000
Amortization Period: Up to twenty (20) years
*********************************************************************************
1. The Vlfginia 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 October 16, 2003 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. 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 and market conditions, to generate an amount of
proceeds substantially equal to the Proceeds Requested.
2. You represent that on or before October I, 2003, 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
\\FlN\136168.1
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 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 10% of the total principal
amount of all outstanding 1997 Resolution bonds. MOP status will be determined by adding the
principal amount of your local school bonds to be sold to the VPSA and the principal amount of
your local bonds previously sold to the VPSA and currently pledged under VPSA's 1997
Resolution and measuring the total against 10010 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 October 3,2003.
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 ("NRMSIRs") and the Municipal Securities Rulemaking Board or its successors
("MSRB"). Accordingly, ifit 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 October 3,2003), (II) the date of the VPSA's applicable final
Official Statement (in the case of this sale, expected to be October 16, 2003) and (III) the date of
delivery of the applicable VPSA bonds (in the case of this sale, expected to be November 6,
2003), 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 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
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.
September 24, 2003
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 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 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 fonn
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 infonnation, 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] 5c2-] 2 under the Securities Exchange Act
of 1934, as amended, (f) an approving legal opinion from your bond counsel in fonn 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 ofVPSA's bonds, (II) if you
will be using the proceeds of your bonds to retire a bond anticipation note, certificate of
participation or other fonn 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 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. 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.
September 24, 2003
5. This Bond Sale Agreement shall take effect on October I, 2003.
VIRGINIA PUBLIC SCHOOL AUTHORITY
FREDERICK COUNTY VIRGINIA
By:
Authorized VPSA Representative
BY~
Name: { J linR . , Jr.
Title: County Administrator
September 24, 2003
'i>\~4eJ1lS An 4-
{pepSi
Frederick County Public Schools
Director of Finance
Visit us at www.frederick.k12vaus
e-mail:
fryel@frederick.k12vaus
TO:
John R Riley, County Administrator ~
Lisa K. Frye, Director ofFinanc~;y.;'{.)
September 17, 2003 rJ "'l
FROM:
DATE:
SUBJECT:
Resolution to Authorize the Fall 2003 VPSA Bond Sale
Attached is the resolution authorizing the Fall 2003 bond sale and associated debt. This issue is for
$6,375,000 and is for site improvement and initial construction of the fourth middle school. Pages 1
through 5 are part of the resolution which needs to be signed by you after BaS approval. The
remaining pages are part of Exhibit A and are for reference only. Exhibit A does not need to be
signed at this time. That document will be part of the bond sale agreement.
If you have any questions, please feel free to contact me.
540-662-3888
1415 Amherst Street, Post Office Box 3508, Winchester, VA 22604-2546 FAX 540-722-2788