NOTICE OF SALE $26,405,000* INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF PRINCE WILLIAM Prince William County Facilities Revenue and Refunding Bonds Series 2016A (County Facilities Projects) Electronic Bids, BiDCOMP/Parity Competitive Bidding System (“BiDCOMP/Parity”) only, will be received by the Board of Directors of the Industrial Development Authority of the County of Prince William (Virginia) (the “IDA”) until 11:00 o’clock a.m., Prince William, Virginia time, on Tuesday March 1, 2016* for the purchase of IDA’s $26,405,000* Prince William County Facilities Revenue and Refunding Bonds Series 2016A (County Facilities Projects) (the “Bonds”), dated the date of their delivery and maturing, subject to the right of prior redemption as hereinafter set forth, on the 1st day of October in the following years and in the following amounts, respectively: Initial Maturity Schedule* Maturity Maturity Date Principal Date Principal (October 1) Amount (October 1) Amount 2016 $1,725,000 2026 $1,175,000 2017 1,735,000 2027 1,175,000 2018 1,750,000 2028 1,175,000 2019 1,770,000 2029 1,175,000 2020 1,800,000 2030 1,175,000 2021 1,175,000 2031 1,175,000 2022 1,175,000 2032 1,175,000 2023 1,175,000 2033 1,175,000 2024 1,175,000 2034 1,175,000 2025 1,175,000 2035 1,175,000 IDA reserves the right to change the date for receipt of bids (the “Scheduled Bid Date”) in accordance with the section of this Notice of Sale entitled “Change of Bid Date and Closing Date; Other Changes to Notice of Sale.” * Preliminary, subject to change 1 BID PARAMETERS TABLE INTEREST PRICING Dated Date: Date of Delivery Max. Aggregate Bid Price: 103% Anticipated Delivery Date: April 5, 2016 Min. Aggregate Bid Price: 122% Interest Payments Dates: April 1 and October 1 High Coupon per Maturity 5.0% Minimum Coupon per 10/1/16-10/1/26 – none First Interest: 10/1/2016 Maturity 10/1/2027-10/1/2035 3.50% Coupon Multiples: 1/8 or 1/20 of 1% Split Coupons: Not Allowed PROCEDURAL Bids due March 1, 2016 at PRINCIPAL Sale Date and Time: 11:00 AM Prince William, Virginia Time On and after October 1, Electronic bids through Optional Redemption: 2027, callable on October 1, Bid Submission: PARITY Only 2026 and thereafter at par Post-bid Principal Increases 10% All or None? Yes in Aggregate: Post-bid Principal 10% Bid Award Method: Lowest TIC Reductions in Aggregate: 1% of aggregate par amount, Any two or more consecutive as more fully described on Term Bonds: maturities may be designated Good Faith Deposit: page 5, under "Good Faith as term bonds Deposit" Changes to Initial Maturity Schedule The Initial Maturity Schedule set forth above represents an estimate of the principal amount of Bonds to be sold. IDA hereby reserves the right to change the Initial Maturity Schedule, based on market conditions immediately prior to the sale, by announcing any such change not later than one hour prior to the scheduled sale time, on the date for receipt of bids via TM3 (www.tm3.com). The resulting schedule of maturities will become the “Bid Maturity Schedule.” If no such change is announced, the Initial Maturity Schedule will become the Bid Maturity Schedule. Changes to Bid Maturity Schedule IDA hereby further reserves the right to change the Bid Maturity Schedule after the determination of the winning bidder, by increasing or decreasing the aggregate principal amount of the Bonds, subject to the limitation of no more than a 10% increase or decrease in the aggregate principal amount of the Bonds. 2 THE SUCCESSFUL BIDDER MAY NOT WITHDRAW ITS BID OR CHANGE THE INTEREST RATES BID OR THE INITIAL REOFFERING TERMS (AS HEREAFTER DEFINED) AS A RESULT OF ANY CHANGES MADE TO THE PRINCIPAL AMOUNTS WITHIN THESE LIMITS. The dollar amount bid by the successful bidder will be adjusted to reflect any adjustments in the final aggregate principal amount of the Bonds. Such adjusted bid price will reflect changes in the dollar amount of the underwriters’ discount and original issue discount/premium, if any, but will not change the selling compensation per $1,000 of par amount of Bonds from the selling compensation that would have been received based on the purchase price in the winning bid and the Initial Reoffering Terms. The interest rates specified by the successful bidder for the various maturities at the Initial Reoffering Terms will not change. IDA anticipates that the final annual principal amounts and the final aggregate principal amount of the Bonds will be communicated to the successful bidder within twenty-four hours of IDA’s receipt of the initial public offering prices and yields of the Bonds (the “Initial Reoffering Terms”). Book-Entry System The Bonds will be issued by means of a book-entry system with no physical distribution of bond certificates made to the public. One bond certificate for each maturity will be issued to The Depository Trust Company, New York, New York (“DTC”), and immobilized in its custody. The book-entry system will evidence beneficial ownership interests of the Bonds in the principal amount of $5,000 and any multiple thereof, with transfers of beneficial ownership interests effected on the records of DTC participants and, if necessary, in turn by DTC pursuant to rules and procedures established by DTC and its participants. The successful bidder, as a condition to delivery of the Bonds, shall be required to deposit the bond certificates with DTC, registered in the name of Cede & Co., nominee of DTC. Interest on the Bonds will be payable on October 1, 2016 and semiannually thereafter on April 1 and October 1, and principal of and any redemption premium on the Bonds will be payable at maturity or upon prior redemption, to DTC or its nominee as registered owner of the Bonds. Transfer of principal, interest and any redemption premium payments to participants of DTC will be the responsibility of DTC, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. IDA will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the Bonds or (b) IDA determines that continuation of the book-entry system of evidence and transfer of ownership of the Bonds would adversely affect the interests of the beneficial owners of the Bonds, IDA will discontinue the book-entry system with DTC. If IDA fails to select another qualified securities depository to replace DTC, IDA will deliver replacement Bonds in the form of fully registered certificates. The Bonds The Bonds are limited obligations of IDA payable solely from the revenues pledged under the provisions of a Master Trust Agreement, dated as of April 1, 2016 and a First Supplemental Trust Agreement, dated as of April 1, 2016 (collectively, the “Trust Agreement”) each between IDA and U.S. Bank National Association, as trustee. The revenues pledged are derived from installment purchase payments made by Prince William County, Virginia (the “County”), under an Installment Purchase Contract, dated as of April 1, 2016 between IDA and the County (the “Contract”) pursuant to which IDA will sell to the County IDA’s interests in (i) a project to construct a building to serve as a central district police station (the “Central District Police Station Project”) for the County, and (ii) certain projects (the “2005 COPs Projects”) refinanced by the County’s Refunding Lease Participation Certificates, Series 2005 (Prince William County Facilities) (the “2005 COPs”). The County’s obligation to make payments under the Contract in any fiscal year of the County is subject to and contingent upon the annual appropriation of funds by the Board of County Supervisors of the County for such purpose but is otherwise unconditional. Neither the faith and credit of the Commonwealth of Virginia, nor any political subdivision thereof (including IDA and the County), are pledged to the payment of the principal of or the interest or premium, if any, on the Bonds. The Bonds are being issued by IDA to provide financing to (i) construct and equip the Central District Police Station Project, (ii) refund and redeem prior to their respective maturities certain outstanding 2005 COPs, and (iii) to pay costs of issuance for the Bonds. 3 Term Bonds The successful bidder may designate two or more of the consecutive serial maturities as any number of term bond maturities equal in aggregate principal amount, and with sinking fund requirements corresponding, to such designated serial maturities. Optional Redemption Except under the circumstances described in the following paragraph, the Bonds maturing on or before October 1, 2026 are not subject to optional redemption prior to their stated date of maturity. The Bonds maturing after October 1, 2026 are subject to optional redemption at the option of the Authority, in whole or in part, at any time on or after October 1, 2026 at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed plus interest accrued thereon to the redemption date. Extraordinary Optional Redemption The Bonds are subject to extraordinary optional redemption, in whole or in part, at a price equal to the principal amount thereof, together with interest thereon accrued to the date of redemption, upon the exercise by the Board of County Supervisors of the County of its option to prepay all or a portion of the purchase price established in the Contract when proceeds of an insurance or condemnation award are received and such proceeds are not used to repair, reconstruct or restore the Central District Police Station Project or the 2005 COPs Projects or portions thereof that is subject of such an insurance or condemnation award.