RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT IN CONNECTION WITH THE ISSUANCE BY THE VIRGINIA PUBLIC SCHOOL AUTHORITY OF ITS SCHOOL FINANCING BONDS (1997 RESOLUTION) REFUNDING SERIES 2003 D, A PORTION OF THE PROCEEDS OF WHICH REFUNDED THE COUNTY OF ALBEMARLE GENERAL OBLIGATION SCHOOL BONDS, 1992B SERIES, 1993 SERIES AND REFUNDING SERIES 1994A; AND AUTHORIZING ANY OTHER ACTIONS NECESSARY TO ACHIEVE THE OBJECTIVES CONTEMPLATED HEREBY

 

WHEREAS, the Virginia Public School Authority (the “Authority”) pursuant to (i) a bond resolution adopted on August 13, 1987, as amended and supplemented (the “1987 Resolution”) and (ii) a bond resolution adopted on October 23, 1997, as amended, restated and supplemented (the “1997 Resolution”) issued bonds (respectively, the “1987 Resolution Bonds” and the “1997 Resolution Bonds”) for the purpose of purchasing general obligation school bonds of certain cities and counties within the Commonwealth of Virginia;

WHEREAS, the Authority used a portion of the proceeds of certain 1987 Resolution Bonds to purchase certain duly authorized and issued general obligation school bonds of the County of Albemarle, Virginia (the “County”) designated the Albemarle County School Bonds, Series of 1989B and 1991 Series B (“Prior Local School Bonds”);

WHEREAS, the Authority has issued under the 1987 Resolution several series of 1987 Resolution Bonds designated as “School Financing Bonds (1987 Resolution) 1992 Series B” (the “Series 1992 B Bonds”), “School Financing Bonds (1987 Resolution) 1993 Refunding Series B” (the “Series 1993 B Bonds”) and “School Financing Bonds (1987 Resolution) 1993 Series C” (the “Series 1993 C Bonds”);

WHEREAS, the Authority refunded certain 1987 Resolution Bonds with a portion of the proceeds of its Series 1993 B Bonds and, in connection therewith, the County exchanged its Prior Local School Bonds with a duly authorized and issued general obligation school bond designated the County of Albemarle General Obligation School Bond, Refunding Series 1994 A (the “1994 A Local School Bond”);

WHEREAS, the Authority used a portion of the proceeds of the Series 1992 B Bonds and Series 1993 C Bonds to purchase certain duly authorized and issued general obligation school bonds of the County designated the County of Albemarle General Obligation School Bonds, 1992B Series and 1993 Series (together with the 1994 A Local School Bond, the “Local School Bonds”);

WHEREAS, the Authority refunded its Series 1992 B Bonds, Series 1993 B Bonds and Series 1993 C Bonds (“Refunded Bonds”) with a portion of the proceeds of its Virginia Public School Authority School Financing Bonds (1997 Resolution) Refunding Series 2003 D (the “Refunding Bonds”) issued pursuant to the 1997 Resolution;

 

WHEREAS, the Authority in refunding the Refunded Bonds has pledged the Local School Bonds for the benefit of the holders of bonds issued under its 1997 Resolution;

WHEREAS, the Authority is required to assist the underwriters (the “Underwriters”) of the Refunding Bonds with their duty to comply with Securities and Exchange Commission (“SEC”) Rule 15c2-12 (the “Rule”);

WHEREAS, the Authority has requested the County to execute a Continuing Disclosure Agreement in order for the Authority to assist the Underwriters in complying with the Rule, and;

WHEREAS, the Board of Supervisors of the County of Albemarle, Virginia considers it to be advisable for the County to fulfill the request of the Authority to execute a Continuing Disclosure Agreement;

NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ALBEMARLE, VIRGINIA:

1.                  Continuing Disclosure Agreement.

The Chairman of the Board of Supervisors, the Director of Finance and such officer or officers as they may designate are hereby authorized to enter into a Continuing Disclosure Agreement in the form attached as Appendix A hereto, containing such covenants as may be necessary in order for compliance with the provisions of the Rule, and any other documents the Authority deems necessary to comply with the SEC rules and any Internal Revenue Service rules and regulations regarding maintaining the tax-exempt status of the bonds.

2.                  Use of Proceeds Certificate.

                                    The Chairman of the Board of Supervisors, the Director of Finance and such officer or officers as they may designate are hereby authorized to enter into a Use of Proceeds Certificate in the form attached as Appendix B hereto, containing such covenants as may be necessary in order for compliance with any Internal Revenue Service rules and regulations regarding maintaining the tax-exempt status of the bonds.

3.                  Further Actions.

The members of the Board and all officers, employees and agents of the County are hereby authorized to take such action as they or any one of them may consider necessary or desirable in connection with the execution and delivery of the Continuing Disclosure Agreement and maintaining the tax-exempt status of the bonds, and any such action previously taken is hereby ratified and confirmed.

4.                  Effective Date.

This resolution shall take effect immediately.


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