020-04
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 22nd day
of September, 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 of the meeting:
PRESENT: VOTE:
Richard C. Shickle Aye
Barbara E. Van Osten Aye
Lynda J. Tyler Aye
Bill M. Ewing Aye
Gary W. Dove Aye
Gina A. Forrester Aye
Shawnee District - Vacant
ABSENT:
A RESOLUTION (#020-04) 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 September 22, 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 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 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 $9,200,000 (the "Bonds") for the purpose of
financing certain capital projects for school purposes. The Board hereby authorizes the issuance
and sale of the Bonds in the form and upon the terms established pursuant to this Resolution.
2. Sale of the Bonds. It is determined to be in the best interest of the County to accept
the offer of VPSA to purchase from the County, and to sell to the VPSA, the 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 2004B" (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 15,2005, 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 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. Pavment: 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 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 minutes of a
meeting of the Board of Supervisors held on September 22, 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 22nd day of September, 2004.
~-JtJ
John.. . ey, r.
Cler, oard of supeZors
County of Frederick, Virginia
(SE,AL)
Resolution No.: 020-04