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08-17-2017 Regular MeetingREGULAR MEETING OF THE ISLE OF WIGHT COUNTY BOARD OF SUPERVISORS HELD IN THE ROBERT C. CLAUD, SR. BOARD ROOM OF THE ISLE OF WIGHT COUNTY COURTHOUSE ON THURSDAY, THE SEVENTEENTH DAY OF AUGUST IN THE YEAR TWO THOUSAND AND SEVENTEEN PRESENT: Rex W. Alphin, Chairman, Carrsville District William M. McCarty, Vice -Chairman, Newport District Rudolph Jefferson, Hardy District Joel C. Acree, Windsor District Richard L. Grice, Smithfield District ALSO IN ATTENDANCE: Mark C. Popovich, County Attorney Randy R. Keaton, County Administrator Donald T. Robertson, Assistant County Administrator Carey M. Storm, Clerk CALL TO ORDER Chairman Alphin called the Board of Supervisors' meeting to order at 5:00 p.m. and welcomed all present. APPROVAL OF AGENDA/AMENDMENTS Upon motion of Supervisor McCarty, all those present voting in favor (5-0), the agenda was approved with the following amendments: Under New Business, a request was added for consideration of a proposed change in the Board's December meeting; a request was added to recognize Emanuel Baptist Church on its 150th anniversary; and, a request was added regarding a request for a change in the Board's work session of September 7, 2017. Under the County Administrator's report, an item was added concerning an update on the Nike Park Bike Trail project. CLOSED MEETING The following matters were identified for discussion in closed meeting by County Attorney Popovich: Pursuant to Section 2.2-3711(A)(1) of the Code of Virginia concerning a discussion regarding the appointment of specific appointees to County boards, committees or authorities; pursuant to 2.2-3711(A)(7) regarding consultation with legal counsel regarding probable litigation related to Rushmere CDC where such consultation would adversely affect the negotiating or litigation posture of this public body; pursuant to 2.2-3711(A)(7) regarding consultation with legal counsel regarding actual litigation related to the Perry vs. Isle of Wight County where such consultation would adversely affect the negotiating or litigation posture of this 1 public body; and, pursuant to 2.2-3711(A)(7) regarding consultation with legal counsel regarding actual litigation related to International Paper where such consultation would adversely affect the negotiating or litigation posture of this public body; Upon motion of Supervisor Grice and all voting in favor, the Board entered the closed meeting for the reasons stated by County Attorney Popovich. Upon motion of Supervisor McCarty and all voting in favor, the Board reconvened into open meeting. Upon motion of Supervisor Jefferson, the following Resolution was adopted: CERTIFICATION OF CLOSED MEETING WHEREAS, the Board of Supervisors has convened a closed meeting on this date pursuant to an affirmative recorded vote and in accordance with the provisions of the Virginia Freedom of Information Act; and, WHEREAS, Section 2.2-3712(D) of the Code of Virginia requires a certification by this Board of Supervisors that such closed meeting was conducted in conformity with Virginia law; NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors hereby certifies that, to the best of each member's knowledge, (i) only public business matters lawfully exempted from open meeting requirements by Virginia law were discussed in the closed meeting to which this certification resolution applies, and (ii) only such public business matters as were identified in the motion convening the closed meeting were heard, discussed or considered by the Board of Supervisors. VOTE AYES: Acree, Alphin, Grice, Jefferson and McCarty NAYS: 0 ABSENT DURING VOTE: 0 ABSENT DURING MEETING: 0 INVOCATION/PLEDGE OF ALLEGIANCE Chairman Alphin delivered the invocation and led the Pledge of Allegiance to the American Flag. CITIZENS' COMMENTS The following individuals spoke in favor of the Nike Park Bike/multi-use trail project: Greg Vassilakos of Smithfield; Ed Easter of 12224 Hideaway Lane; Teresa Frantz of 418 Holmes Way; Kerri Lindsay of 205 Creek Side Drive; Karen Mahart of 2 206 Joshua Circle; Catherine Cooper of 390 South Church Street; Chris Dunham of 106 Arabian Trail; Leah Abbott Leaman of Smithfield; Andy Cripps, President of the Chamber of Commerce; and, Sheila Bates of Smithfield. Approximately ten other individuals stood in support of the project. Herb DeGroft of 15411 Mill Swamp Road; John Butler of 15654 Woodland Drive; and, Jose Hernandez spoke against the Nike Park Bike/multi-use trail project. Mark Middlecoop of 123 Hollow Drive requested that the Board be proactive on SB -964 by imposing penalties on individuals who do not abate running bamboo. Jane March submitted a petition in support of the inspection and installation of a weight limit sign on the bridge over Pope Swamp on Fire Tower Road and the installation of a "no through truck traffic" sign. She further requested a reduction in the speed limit in the residential section of Tar Road and Route 460. She informed the Board that other petitions in favor of her request have been submitted to the County's Department of Planning & Zoning. Valerie Butler, President of the NAACP, requested the removal of the Confederate monument at the Courthouse. The following individuals spoke in favor of the Board continuing to conduct an invocation at Board meetings: Debra Hall of Windsor; Herb DeGroft of 15411 Mill Swamp Road; Sam Cratch of 115 Arabian Trial; Debbie Bales Cratch of 115 Arabian Trail; and, Sherry Perry of Melissa Drive. Donald Williams, One Driver's Lane, spoke against the Board conducting an invocation at its meetings. Marie Bailey of Rocky Road informed the Board about incidences involving the shooting of high-powered rifles near her home; roundup being administered on cotton fields; and, the aftermath of her son's death. Upon motion of Supervisor McCarty, all those present voting in favor (5-0), the following Consent Agenda was adopted. A. Resolution to Accept and Appropriate a Litter Prevention Grant from Keep Virginia Beautiful B. Resolution to Accept and Appropriate Funding from VACORP Risk Management for Repairs for County Property C. Resolution to Authorize the Submission of a Grant Application and to Accept and Appropriate Grant Funds from the Virginia Department of Criminal Justice Services D. Amendment to Isle of Wight County Economic Development Incentive Grant Agreement for Franklin Lumber, LLC 3 E. June 1, 2017 Work Session Minutes; June 15, 2017 Regular Meeting Minutes; and, July 17, 2017 Regular Meeting Minutes REGIONAL AND INTER -GOVERNMENTAL REPORTS Supervisor Grice reported on discussions held at the most recent meeting of the Smithfield Intergovernmental Relations Committee involving the sports complex Memorandum of Understanding; the park -to -park trail sections 1 and 2; and, the Scott farm boundary line adjustment. Supervisor Jefferson recognized Chairman Alphin's contributions as Chair of the Western Tidewater Regional Jail Board and reported on items discussed at the Jail Board's most recent meeting concerning its budget, the electronic monitoring program and the County's utilization of jail inmates. County Administrator Keaton reported on items discussed at the most recent meeting of the Southeastern Public Service Authority (SPSA) involving the approval of the City of Suffolk's rezoning and Conditional Use Permit for Cell 7 at the landfill; SPSA's proposed tipping fee; and, the status of the contract with RePower. APPOINTMENTS On motion of Chairman Alphin, Pam Vaughan was appointed to the Blackwater Regional Library Board representing the Carrsville District. Chairman Alphin advised that appointments of individuals to serve on the Isle of Wight County Comprehensive Plan Task Force will occur at the Board's September meeting. SPECIAL PRESENTATIONS Tommy Catlett, Virginia Department of Transportation, provided maintenance updates for roadways in the County, to include paving, mowing and ditch maintenance. Mr. Catlett was requested to review and provide the Board with a status of the speed limit study on Old State Highway/Blount Corner Road; Whippingham Parkway Bridge; the shoulder along Route 620; the Carrsville Community Bridge signs/safety study; and, the Route 460 safety study/the County's desire that the Town of Windsor be included in the study. Mr. Catlett was requested to take appropriate action for an inspection and installation of a weight limit sign on the bridge over Pope Swamp on Fire Tower Road; installation of a "no through truck traffic" sign; and, a reduction in the speed limit in the residential section of Tar Road and Route 460. Jamie Oliver, Transportation Planner, advised that the Morgart's Beach paving contract has been awarded. 4 Robbie Lee, Fair Vice President, updated the Board on activities planned for the 2017 County Fair. COUNTY ATTORNEY'S REPORT County Attorney Popovich requested authorization to proceed with the abandonment of Robertson Lane. He explained that a recent inquiry from a title company produced a maintenance agreement which referenced the lane being county -owned, but not maintained. He advised that research on his part revealed that in 1916, a deed had been recorded between two parcels of land in that area which conveyed the strip now known as Robertson Lane to the County as a public road; however, in 1932, VDOT had taken an inventory of all county -owned roads brought into the State secondary system, of which Robertson Lane was not included. He advised in 1972, a Circuit Court opined Robertson Lane was private; however, such court opinion does not overturn a recorded deed. Upon motion of Supervisor McCarty, all those present voting in favor (5-0), the County Attorney was authorized to proceed with the road abandonment process for Robertson Lane, as set forth in Section 15.2-2006 of the Code of Virginia (1950, as amended), to clarify the land records and divest the County of any interest in Robertson Lane. County Attorney Popovich advised the Board regarding the recent opinion of the Circuit Court of Appeals that the Rowan County Board of Commissioners' invocation procedure has been ruled unconstitutional and that because that is the same procedure followed by the County, he wanted to open this opportunity to discuss changes to the Board's procedures. Upon motion of Supervisor McCarty, all those present voting in favor (5-0), the matter proposed options related to the giving of the legislative invocation to comply with applicable law as articulated in Lund v. Rowan County, was tabled and staff was directed to draft and send to the Board recommended language for a survey for placement on the County's website to solicit comments from the public. PUBLIC HEARINGS Chairman Alphin opened the public hearing on the following: Amendment and Reenactment of the County Code Ordinance to Amend and Reenact Section 15-5 of the County Code to Comply with State Law Regarding the Definition of Pollution Control Equipment and Facilities County Attorney Popovich presented the proposed amendment for the Board's consideration which is technical in nature and being proposed to conform the County's ordinance with the State code. Chairman Alphin called for persons to speak in favor of or in opposition to the proposed amendment. 5 No one appeared and spoke. Chairman Alphin closed the public hearing and upon motion of Supervisor Jefferson, all those present voting in favor (5-0), the following Ordinance amendment was adopted and the Chairman authorized to execute it on behalf of the Board: AN ORDINANCE TO AMEND AND REENACT THE ISLE OF WIGHT COUNTY CODE BY AMENDING AND REENACTING CHAPTER 15. TAXATION. ARTICLE I. IN GENERAL. SECTION 15-5. CERTIFIED POLLUTION CONTROL EQUIPMENT EXEMPT FROM TAXATION WHEREAS, the Board of Supervisors of Isle of Wight County, Virginia, deems it necessary to revise its local ordinance related to taxation in order to comply with current state law; NOW, THEREFORE, BE IT ORDAINED by the Isle of Wight County Board of Supervisors that Chapter 5. Taxation. Article I. In General. Section 15-5. Certified Pollution Control Equipment Exempt from Taxation be amended and reenacted as follows: Sec. 15-5. - Certified pollution control equipment exempt from taxation. o Download (docx)EmailCompare(a) Certified pollution control equipment and facilities, as defined herein, are hereby declared to be a separate class of property and shall constitute a classification for local taxation separate from other such classification of real or personal property and such property shall be exempt from local taxation. (b) As used in this section, (1) "Certified pollution control equipment and facilities" shall mean any property, including real or personal property, equipment, facilities or devices used primarily for the purpose of abating or preventing pollution of the atmosphere or waters of the Commonwealth and which the state certifying authority having jurisdiction with respect to such property has certified to the Department of Taxation as having been constructed, reconstructed, erected, or acquired in conformity with the state program or requirements for abatement or control of water or atmospheric pollution or contamination. Such property shall include, but is not limited to, any equipment used to grind, chip, or mulch trees, tree stumps, underbrush, and other vegetative cover for reuse as mulch, compost, landfill gas, synthetic or natural gas recovered from waste or other fuel, and equipment used in collecting, processing, and distributing, or generating electricity from, landfill gas or synthetic or natural gas recovered from waste, whether or not such property has been certified to the Department of Taxation by a state certifying authority. Such property shall also include solar energy equipment, facilities, or devices owned or operated by a business that collect, generate, transfer, or store thermal or electric energy whether or not such property has been certified to the Department of Taxation by a state certifying authority. For solar photovoltaic (electric energy) systems, this exemption applies only to (i) projects equaling 20 megawatts or less, as measured in alternating current (AC) generation capacity, for which an initial interconnection request form has been filed with an electric utility or a regional transmission organization on or before December 31, 2018; (ii) 0 projects equaling 20 megawatts or less, as measured in alternating current (AC) generation capacity, that serve any of the public institutions of higher education listed in § 23.1-100 or private college as defined in § 23.1-105 of the Code of Virginia (1950, as amended); (iii) 80 percent of the assessed value of projects for which an initial interconnection request form has been filed with an electric utility or a regional transmission organization after January 1, 2015, and greater than 20 megawatts, as measured in alternating current (AC) generation capacity, for projects first in service on or after January 1, 2017; (iv) projects equaling 5 megawatts or less, as measured in alternating current (AC) generation capacity, for which an initial interconnection request form has been filed with an electric utility or a regional transmission organization on or after January 1, 2019; and (v) 80 percent of the assessed value of all other projects equaling more than 5 megawatts, as measured in alternating current (AC) generation capacity for which an initial interconnection request form has been filed with an electric utility or a regional transmission organization on or after January 1, 2019. The exemption for solar photovoltaic (electric energy) projects greater than 20 megawatts, as measured in alternating current (AC) generation capacity shall not apply to projects upon which construction begins after January 1, 2024. Such property shall not include the land on which such equipment or facilities are located. (2) "State certifying authority" shall mean the State Water Control Board, for water pollution; the State Air Pollution Control Board, for air pollution; the Department of Mines, Minerals and Energy, for solar energy projects and for coal, oil, and gas production, including gas, natural gas and coalbed methane gas; and the Virginia Waste Management Board, for waste disposal facilities, natural gas recovered from waste facilities, and landfill gas production facilities, and shall include any interstate agency authorized to act in place of a certifying authority of the Commonwealth. (9-7-72, §§ 1, 2.) (STATE LAW REFERENCE—Sec. 58.1-3660 of the Code of Virginia (1950, as amended).) Following a recess, Chairman Alphin called for a public hearing on the following: Request for Real and Personal Property Tax Exemption from Mathomank Village Tribe Rushmere Community Development Corporation Donald T. Robertson, Assistant County Administrator, addressed the County's adopted policy which outlines requirements for requests for real and personal property tax exemption. Chairman Alphin called for persons to speak in favor of or in opposition to the request. Rosa Turner of Old Stage Highway provided background information on the Rushmere Community Development Corporation. Albert Burckard of Titus Point Lane spoke in support and urged the Board to approve the application. Brigitte Rowlett Nash Hodges of Old Stage Highway spoke in support of the application. 7 Chairman Alphin closed the public hearing and called for comments from the Boa rd. Responsive to concerns expressed by the Board relative to compliance by the applicant with the requirements of the County's Policy Manual; validation of the Mathomank Village Tribe; and, that the applicant is conducting business at a location that is not zoned for the application's stated use, Ms. Turner referenced a letter of acknowledgement contained in the Board's agenda from the Bureau of Indian Affairs regarding recognition of the Mathomank Village Tribe. She advised that all building and zoning permits have been received from the County and the location is in the Village Service Center. County Administrator Keaton advised that the building and zoning permits are not current and that there are two existing structures on the property, one a private resident and the other a former daycare facility which remains in a gutted state. He further advised that the property is currently zoned Rural Agricultural Conservation and that a Conditional Use Permit had been issued for a daycare in 2002. He advised that some of the activities on the application under consideration would not be allowed under the current zoning and would require a Conditional Use Permit. He advised that the State and Federal governments have no evidence of a Mathomank Village Tribe and complete information has not been provided by the applicant to meet the County's Policy Manual requirements. Supervisor McCarty read aloud the letter contained in the agenda from the United States Department of the Interior, Office of the Secretary, dated August 23, 2016 addressed to Ms. Turner and submitted on behalf of the Rushmere Community Development Corporation or Mathomank Village Tribe recognizing receipt by the Office of Federal Acknowledgement of a one-page document referred to as a Letter of Intent on August 22, 2016 advising that information not needed to respond to the request for information has been redacted and that until such material is received in accordance with Section 83.21 and all of its subsections, you are not considered a petitioner. Responsive to the Board's expressed concerns, Ms. Turner advised that power had been restored to the building in October 2016 and there are plans to install piping and walls in the future. Supervisor Grice commented that the Mathomank Village Tribe is not included in the list of 567 recognized American Indian and Alaskan native tribes and villages. Supervisor Jefferson commented in recognition of staff's identified discrepancies, he would recommend the applicant reapply after clearing up these discrepancies with staff. Supervisor Acree commented that he would like for Ms. Turner to identify specific people being rendered services in the County. Chairman Alphin commented it would be appropriate to deny the application based on the current information provided to the Board. M Upon motion of Supervisor Jefferson, all those present voting in favor (5-0), the request was denied based on factual discrepancies in the application, the lack of appropriate zoning consistent with the identified uses in the application and the condition of the secondary structure on the property formerly used to provide services. COUNTY ADMINISTRATOR'S REPORT Responsive to the Board's previous direction to staff to report back to the Board relative to the feasibility of videotaping Planning Commission meetings, County Administrator Keaton reported on short and long-term options, the short-term option being to authorize overtime to staff at an annual cost of $2,500 which could be accomplished as a budget amendment. Upon motion of Supervisor Acree, all those present voting in favor (5-0), $2,500 in annual overtime costs to film Planning Commission meetings was authorized and staff was directed to provide data regarding the number of viewers of such meetings and a list of all IT projects to the Board. The Board was invited to a ribbon cutting ceremony and formal opening of the County's Kayak launch at Nike Park scheduled for 10:00 a.m. on Friday, September 1, 2017. Under Matters for the Board's information, County Administrator Keaton apprised the Board that the EMS Revenue Recovery Program has experienced a significant increase of 39% since 2016. UNFINISHED OLD BUSINESS Jimmy Sanderson, Davenport & Company, provided a briefing on the County's opportunity for a General Obligation Bond refunding and advised that rates will be locked in on September 7, 2017 with specific savings communicated to the Board at a future date. Upon motion of Supervisor Grice, all those present voting in favor (5-0), the following Resolution was adopted authorizing staff to proceed with the refunding opportunity as presented by Davenport & Company: RESOLUTION PROVIDING FOR THE ISSUANCE, SALE AND AWARD OF GENERAL OBLIGATION REFUNDING BONDS OF ISLE OF WIGHT COUNTY, VIRGINIA, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $48,000,000, PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF, AND PROVIDING FOR THE REFUNDING OF CERTAIN GENERAL OBLIGATION BONDS OF THE COUNTY WHEREAS, pursuant to Section 10(b) of Article VII of the Constitution of Virginia and Section 15.2-2639 (formerly Section 15.1-227.40) of the Code of Virginia of 1950, as amended, Isle of Wight County, Virginia (the "County"), has elected by affirmative vote of the qualified voters of the County, to be treated as a city for the purpose of!issuing its bonds; WHEREAS, on September 30, 2010, the County issued its $12,145,000 General Obligation Refunding Bonds, Series 2010D (the "2010D Bonds"); WHEREAS, on June 29, 2011, the County issued its $17,630,000 General Obligation Public Improvement and Refunding Bonds, Series 2011A (the "2011A Bonds"); WHEREAS, on September 27, 2012, the County issued its $48,465,000 General Obligation Public Improvement and Refunding Bonds, Series 2012 (the "2012 Bonds"); WHEREAS, the County administration, in consultation with Davenport & Company LLC, the County's financial advisor (the "Financial Advisor"), has recommended to the Board of Supervisors of the County (the "Board") that the County authorize the refunding of a portion of the outstanding 2010D Bonds, 2011A Bonds and 2012 Bonds, as well as any other County obligations that the County Administrator, in collaboration with the Financial Advisor, determines to refund and restructure for debt service savings and cash flow purposes (collectively, the "Refunded Bonds"), and the issuance and sale of one or more series of general obligation refunding bonds (the "Bonds") to refund the Refunded Bonds; and WHEREAS, the County administration, in consultation with the Financial Advisor, has recommended to the Board that the County issue and sell the Bonds in an aggregate principal amount not to exceed $48,000,000 through a negotiated sale with one or more qualified investment banking firms; BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF ISLE OF WIGHT COUNTY, VIRGINIA: 1. Issuance of Bonds. Pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, the Board hereby approves the issuance and sale of the Bonds in the maximum aggregate principal amount of $48,000,000 to provide funds to refund the Refunded Bonds and to pay the related costs of issuance and refunding. 10 2. Bond Details. (a) The Bonds shall be issued as a single series of federally tax-exempt bonds or as two separate series of federally tax-exempt and taxable bonds as determined by the County Administrator, shall be designated "General Obligation Refunding Bonds, Series 2017B," or such other designation as determined by the County Administrator, shall be in registered form, shall be dated such date as determined by the County Administrator and shall be in denominations of $5,000 and integral multiples thereof. Subject to Section 8, the issuance and sale of the Bonds are hereby authorized on terms as shall be satisfactory to the County Administrator; provided, however, that the Bonds shall (i) have a "true" or "Canadian" interest cost not to exceed 4.25%, taking into account any original issue discount or premium thereon, and (ii) mature or be subject to mandatory sinking fund redemptions in annual installments ending no later than December 31, 2042. Principal of the Bonds shall be payable annually, and interest on the Bonds shall be payable semiannually on dates determined by the County Administrator. (b) Each Bond shall bear interest at such rate as shall be determined at the time of sale, calculated on the basis of a 360 -day year of twelve 30 -day months. Principal and premium, if any, shall be payable to the registered owners upon surrender of Bonds as they become due at the office of the Registrar (as hereinafter defined). Interest shall be payable by check or draft mailed to the registered owners at their addresses as they appear on the registration books kept by the Registrar on a date prior to each interest payment date that shall be determined by the County Administrator (the "Record Date"); provided, however, that at the request of the registered owner of the Bonds, payment may be made by wire transfer pursuant to the most recent wire instructions received by the Registrar from such registered owner. Principal, premium, if any, and interest shall be payable in lawful money of the United States of America. (c) Initially, one Bond certificate for each maturity of the Bonds shall be issued to and registered in the name of The Depository Trust Company, New York, New York ("DTC'), or its nominee. The County has heretofore entered into a Blanket Letter of Representations relating to a book -entry system to be maintained by DTC with respect to the Bonds. "Securities Depository" shall mean DTC or any other securities depository for the Bonds appointed pursuant to this Resolution. (d) In the event that (i) the Securities Depository determines not to continue to act as the securities depository for the Bonds by giving notice to the Registrar, and the County discharges the Securities Depository of its responsibilities hereunder, or (ii) the County in its sole discretion determines (A) that beneficial owners of Bonds shall be able to obtain certificated Bonds or (B) to select a new Securities Depository, then its chief financial officer shall, at the direction of the County, attempt to locate another qualified securities depository to serve as Securities Depository and authenticate and deliver certificated Bonds to the new Securities Depository or its nominee, or authenticate and deliver certificated Bonds to the beneficial owners or to the Securities Depository participants on behalf of beneficial owners substantially in the form provided for in Section 5; provided, however, that such form shall provide for interest on the 11 Bonds to be payable (X) from the date of the Bonds if they are authenticated prior to the first interest payment date or (Y) otherwise from the interest payment date that is or immediately precedes the date on which the Bonds are authenticated (unless payment of interest thereon is in default, in which case interest on such Bonds shall be payable from the date to which interest has been paid). In delivering certificated Bonds, the chief financial officer shall be entitled to rely on the records of the Securities Depository as to the beneficial owners or the records of the Securities Depository participants acting on behalf of beneficial owners. Such certificated Bonds will then be registrable, transferable and exchangeable as set forth in Section 7. (e) So long as there is a Securities Depository for the Bonds (i) it or its nominee shall be the registered owner of the Bonds, (ii) notwithstanding anything to the contrary in this Resolution, determinations of persons entitled to payment of principal, premium, if any, and interest, transfers of ownership and exchanges and receipt of notices shall be the responsibility of the Securities Depository and shall be effected pursuant to rules and procedures established by such Securities Depository, (iii) the Registrar and the County shall be neither responsible nor liable for maintaining, supervising or reviewing the records maintained by the Securities Depository, its participants or persons acting through such participants, (iv) references in this Resolution to registered owners of the Bonds shall mean such Securities Depository or its nominee and shall not mean the beneficial owners of the Bonds and (v) in the event of any inconsistency between the provisions of this Resolution and the provisions of the above -referenced Blanket Letter of Representations such provisions of the Blanket Letter of Representations, except to the extent set forth in this paragraph and the next preceding paragraph, shall control. 3. Redemption Provisions. (a) The Bonds may be subject to redemption prior to maturity at the option of the County at a price and on or after dates, if any, determined by the County Administrator. (b) Any term bonds may be subject to mandatory sinking fund redemption upon terms determined by the County Administrator. (c) If less than all of the Bonds are called for redemption, the maturities of the Bonds to be redeemed shall be selected by the County's chief financial officer in such manner as the chief financial officer may determine to be in the best interests of the County. If less than all the Bonds of a particular maturity are called for redemption, the Bonds within such maturity to be redeemed shall be selected by the Securities Depository pursuant to its rules and procedures or, if the book -entry system is discontinued, shall be selected by the Registrar by lot in such manner as the Registrar in its discretion may determine. In either case, (i) the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some integral multiple thereof and (ii) in selecting Bonds for redemption, each Bond shall be considered as representing that number of Bonds that is obtained by dividing the principal amount of such Bond by $5,000. The County shall cause notice of the call for redemption identifying the Bonds or portions thereof to be redeemed to be sent by facsimile or electronic transmission, registered or certified mail or overnight express delivery, not less 12 than 30 nor more than 60 days prior to the date fixed for redemption, to the registered owner of the Bonds. The County shall not be responsible for sending notice of redemption to anyone other than DTC or another qualified Securities Depository or its nominee unless no qualified Securities Depository is the registered owner of the Bonds. If no qualified Securities Depository is the registered owner of the Bonds, notice of redemption shall be sent to the registered owners of the Bonds. If a portion of a Bond is called for redemption, a new Bond in principal amount equal to the unredeemed portion thereof will be issued to the registered owner upon the surrender thereof. (d) In the case of an optional redemption, the notice may state that (i) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, no later than the date fixed for redemption or (ii) the County retains the right to rescind such notice on or prior to the date fixed for redemption (in either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described herein. Any Conditional Redemption may be rescinded at any time. The County shall give prompt notice of such rescission to the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been rescinded shall remain outstanding, and the rescission shall not constitute an event of default. Further, in the case of a Conditional Redemption, the failure of the County to make funds available on or before the date fixed for redemption shall not constitute an event of default, and the County shall give immediate notice to all organizations registered with the Securities and Exchange Commission as securities depositories or the affected Bondholders that the redemption did not occur and that the Bonds called for redemption and not so paid remain outstanding. 4. Execution and Authentication. The Bonds shall be signed by the manual or facsimile signature of the Chairman or Vice Chairman of the Board and shall be countersigned by the manual or facsimile signature of the Clerk or Deputy Clerk of the Board, and the Board's seal shall be affixed thereto or a facsimile thereof printed thereon; provided, however, that if both of such signatures are facsimiles, no Bond shall be valid until it has been authenticated by the manual signature of an authorized officer or employee of the Registrar and the date of authentication noted thereon. 5. Bond Form. The Bonds shall be in substantially the form of Exhibit A attached hereto, with such completions, omissions, insertions and changes not inconsistent with this Resolution as may be approved by the officers signing the Bonds, whose approval shall be evidenced conclusively by the execution and delivery of the Bonds. G. Pledge of Full Faith and Credit. The full faith and credit of the County are irrevocably pledged for the payment of principal of and premium, if any, and interest on the Bonds. Unless other funds are lawfully available and appropriated for timely payment of the Bonds, the Board shall levy and collect an annual ad valorem tax, over and above all other taxes authorized or limited by law and without limitation as to rate or amount, on all locally taxable property in the County sufficient to pay when due the principal of and premium, if any, and interest on the Bonds. 13 7. Registration, Transfer and Owners of Bonds. (a) The County Administrator is hereby authorized and directed to appoint a qualified bank or trust company as paying agent and registrar for the Bonds (the "Registrar"). The Registrar shall maintain registration books for the registration and registration of transfers of Bonds. Upon presentation and surrender of any Bonds at the corporate trust office of the Registrar, together with an assignment duly executed by the registered owner or his duly authorized attorney or legal representative in such form as shall be satisfactory to the Registrar, the County shall execute, and the Registrar shall authenticate, if required by Section 4, and deliver in exchange, a new Bond or Bonds having an equal aggregate principal amount, in authorized denominations, of the same form and maturity, bearing interest at the same rate, and registered in name(s) as requested by the then registered owner or its duly authorized attorney or legal representative. Any such exchange shall be at the expense of the County, except that the Registrar may charge the person requesting such exchange the amount of any tax or other governmental charge required to be paid with respect thereto. (b) The Registrar shall treat the registered owner as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner, except that interest payments shall be made to the person shown as owner on the registration books on the Record Date. 8. Sale of Bonds. (a) The Board hereby approves the following terms of the sale of the Bonds. The Bonds shall be sold through a negotiated sale with one or more qualified investment banking firms (collectively, the "Underwriter") as the County Administrator, in collaboration with the Financial Advisor, determines to be in the best interests of the County. The County Administrator, in collaboration with the Financial Advisor, is hereby authorized and directed to determine (i) the aggregate principal amount of the Bonds, subject to the limitations set forth in Section 1, (ii) the interest rates of the Bonds, the maturity schedule of the Bonds and the prices to be paid for the Bonds by the Underwriter, subject to the limitations set forth in Section 2, (iii) the redemption provisions of the Bonds, subject to the conditions set forth in Section 3, and (iv) the dated date, the principal and interest payment dates and the Record Date of the Bonds, all as the County Administrator determines to be in the best interests of the County. (b) Following the determination of the final terms of the Bonds and their sale, the County Administrator shall execute and deliver to the Underwriter a bond purchase agreement (the "Bond Purchase Agreement") between the County and the Underwriter. The Bond Purchase Agreement shall be in the form approved by the County Administrator, in collaboration with the County Attorney and the County's bond counsel, and shall reflect the final terms of the Bonds. The execution of the Bond Purchase Agreement by the County Administrator shall constitute conclusive evidence of his approval thereof. Following the sale of the Bonds, the County Administrator shall file a copy of the Bond Purchase Agreement with the records of the Board. The actions of the County Administrator in selling the Bonds to the Underwriter shall be conclusive, and no 14 further action with respect to the sale and issuance of the Bonds shall be necessary on the part of the Board. 9. Official Statement. A draft of a Preliminary Official Statement describing the Bonds, copies of which have been provided to the members of the Board, is hereby approved as the form of the Preliminary Official Statement by which the Bonds will be offered for sale, with such completions, omissions, insertions and changes not inconsistent with this Resolution as the County Administrator, in collaboration with the Financial Advisor, may consider appropriate. After the Bonds have been sold, the County Administrator, in collaboration with the Financial Advisor, shall make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with this Resolution as are necessary or desirable to complete it as a final Official Statement. The County Administrator's execution of the final Official Statement shall constitute conclusive evidence of his approval of any such completions, omissions, insertions and changes. The County shall arrange for the delivery to the Underwriter of the Bonds of a reasonable number of copies of the final Official Statement, within seven business days after the Bonds have been sold, for delivery to each potential investor requesting a copy of the Official Statement and to each person to whom the Underwriter initially sells Bonds. 10. Official Statement Deemed Final. The County Administrator is hereby authorized, on behalf of the County, to deem the Preliminary Official Statement and the Official Statement in final form, each to be final as of its date within the meaning of Rule 15c2-12 ("Rule 15c2-12") of the Securities and Exchange Commission, except for the omission in the Preliminary Official Statement of certain pricing and other information permitted to be omitted pursuant to Rule 15c2-12. The distribution of the Preliminary Official Statement and the Official Statement in final form shall be conclusive evidence that each has been deemed final as of its date by the County, except for the omission in the Preliminary Official Statement of such pricing and other information permitted to be omitted pursuant to Rule 15c2-12. 11. Preparation and Delivery of Bonds. After the Bonds have been awarded, the Chairman or Vice Chairman and the Clerk or Deputy Clerk of the Board are hereby authorized and directed to take all proper steps to have the Bonds prepared and executed in accordance with their terms and to deliver the Bonds to the Underwriter upon payment therefor. 12. Escrow Deposit Agreement. The County Administrator is hereby authorized and directed to execute one or more escrow deposit agreements (each an "Escrow Agreement") between the County and an escrow agent to be appointed by the County Administrator (the "Escrow Agent") with respect to the Refunded Bonds. The Escrow Agreement shall be in the form approved by the County Administrator, in collaboration with the County Attorney and the County's bond counsel, and shall provide for the deposit and investment of a portion of the Bond proceeds for the defeasance of the Refunded Bonds. The execution of the Escrow Agreement by the County Administrator shall constitute conclusive evidence of such official's approval of the Escrow Agreement. The Escrow Agreement shall provide for the irrevocable deposit of a portion of the Bond proceeds (the "Refunding Portion") in an escrow fund (the "Escrow Fund") that 15 shall be sufficient, when invested in noncal#able, direct obligations of the United States Government (the "Government Obligations"), to provide for payment of principal of and interest on the Refunded Bonds; provided, however, that such Refunding Portion shall be invested in such manner that none of the Bonds will be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and regulations issued pursuant thereto (the "Code"). The Escrow Agent is hereby authorized and directed to execute initial and final subscription forms for the purchase of the Government Obligations and such other contracts and agreements necessary to provide for the defeasance of the Refunded Bonds as are approved by the County Administrator, in collaboration with the County Attorney and the County's bond counsel. 13. Deposit of Bond Proceeds. The County Treasurer is hereby authorized and directed (a) to provide for the delivery of the Refunding Portion to the Escrow Agent for deposit in the Escrow Fund, in an amount that shall be sufficient, together with any other funds deposited with the Escrow Agent and the interest thereon, when invested as provided in the Escrow Agreement (i) to pay when due the interest on the Refunded Bonds to the first dates on which they may be redeemed at the option of the County and (ii) to pay upon the earlier of maturity or redemption the principal of the Refunded Bonds and (b) to provide for the deposit of the remaining proceeds of the Bonds in a special account to be used to pay the costs incurred in refunding the Refunded Bonds and issuing the Bonds. The County Treasurer and the Director of Budget and Finance, either of whom may act, are hereby authorized and directed to take all such further action as may be necessary or desirable in connection with the payment and refunding of the Refunded Bonds. 14. Redemption of Refunded Bonds. The County Administrator is hereby authorized and directed to determine, in collaboration with the Financial Advisor, which maturities (or portions thereof) of the 2010D Bonds, 2011A Bonds and 2012 Bonds, if any, shall constitute the Refunded Bonds and whether any additional County obligations shall be refunded and restructured as Refunded Bonds for debt service savings and cash flow purposes. The Refunded Bonds are specifically and irrevocably called for redemption on the first respective dates on which they may be redeemed at the option of the County. The Escrow Agreement shall provide for notice of redemption to be given to the registered owners of the Refunded Bonds in accordance with the respective resolutions providing for the issuance of the Refunded Bonds. 15. Arbitrage Covenants. (a) The County represents that there have not been issued, and covenants that there will not be issued, any obligations that will be treated as part of the same issue of obligations as any Bonds issued on a federally tax-exempt basis (the "Tax -Exempt Bonds") within the meaning of Treasury Regulations Section 1.150-1(c). (b) The County covenants that it shall not take or omit to take any action the taking or omission of which will cause the Tax -Exempt Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or otherwise cause interest on the Tax -Exempt Bonds to be includable in the gross income for federal income tax purposes of the registered owners thereof under existing law. Without It1 limiting the generality of the foregoing, the County shall comply with any provision of law that may require the County at any time to rebate to the United States any part of the earnings derived from the investment of the gross proceeds of the Tax -Exempt Bonds, unless the County receives an opinion of nationally recognized bond counsel that such compliance is not required to prevent interest on the Tax -Exempt Bonds from being includable in the gross income for federal income tax purposes of the registered owners thereof under existing law. The County shall pay any such required rebate from its legally available funds. 16. Non -Arbitrage Certificate and Elections. Such officers of the County as may be requested by the County's bond counsel are hereby authorized and directed to execute an appropriate certificate setting forth (a) the expected use and investment of the proceeds of the Tax -Exempt Bonds in order to show that such expected use and investment will not violate the provisions of Section 148 of the Code and (b) any elections such officers deem desirable regarding rebate of earnings to the United States for purposes of complying with Section 148 of the Code. Such certificate shall be prepared in consultation with the County's bond counsel, and such elections shall be made after consultation with bond counsel. 17. Limitation on Private Use. The County covenants that it shall not permit the proceeds of the Tax -Exempt Bonds or the facilities refinanced therewith to be used in any manner that would result in (a) 5% or more of such proceeds or facilities being used in a trade or business carried on by any person other than a governmental unit, as provided in Section 141(b) of the Code, (b) 5% or more of such proceeds or facilities being used with respect to any output facility (other than a facility for the furnishing of water), within the meaning of Section 141(b)(4) of the Code, or (c) 5% or more of such proceeds being used directly or indirectly to make or refinance loans to any persons other than a governmental unit, as provided in Section 141(c) of the Code; provided, however, that if the County receives an opinion of nationally recognized bond counsel that any such covenants need not be complied with to prevent the interest on the Tax - Exempt Bonds from being includable in the gross income for federal income tax purposes of the registered owners thereof under existing law, the County need not comply with such covenants. 18. Continuing Disclosure Agreement. The County Administrator is hereby authorized to execute and deliver a continuing disclosure agreement (the "Continuing Disclosure Agreement") setting forth the reports and notices to be filed by the County and containing such covenants as may be necessary to assist the Underwriter in complying with the provisions of Rule 15c2-12. The Continuing Disclosure Agreement shall be substantially in the form of the draft attached to the Preliminary Official Statement, with such completions, omissions, insertions and changes that are not inconsistent with this Resolution. 19. Other Actions. All other actions of officers of the County in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Bonds are hereby ratified, approved and confirmed. The officers of the County are hereby authorized and directed to execute and deliver all certificates and instruments and to take all such further action as may be considered necessary or desirable in connection with the issuance, sale and delivery of the Bonds. 17 20. Repeal of Conflicting Resolutions. All resolutions or parts of resolutions in conflict herewith are hereby repealed. 21. Effective Date. This Resolution shall take effect immediately. County Administrator Keaton introduced the issue of the Sports Complex Memorandum of Understanding between the County and the Town of Smithfield. Following advisement by County Attorney Popovich that policies and procedures are in the process of being developed for consideration by County and Town staff, upon motion of Supervisor McCarty, the following Memorandum of Understanding was approved (5-0) pending completion and approval of the policies: MEMORANDUM OF UNDERSTANDING BY AND BETWEEN ISLE OF WIGHT COUNTY AND the TOWN OF SMITHFIELD THIS AGREEMENT, made this day of , 2017, by and between the COUNTY OF ISLE OF WIGHT ("County"), and the TOWN OF SMITHFIELD ("Town"). WITNESSETH: 1. BACKGROUND: The Town of Smithfield has purchased a tract of land within the corporate boundaries of the Town for the purpose of constructing an athletic activity complex which will provide ballfields for youth athletics and recreation. The Town has received generous corporate and personal donations to defray a large part of the cost of constructing the athletic complex. The County has agreed to donate the sum of $250,000 to the Town to be allocated for construction of the facilities. In consideration of the mutual benefits and obligations contained herein, the aforementioned parties therefore do agree to the following terms: 2. ISLE OF WIGHT COUNTY DONATION; PAYMENT: The Isle of Wight County Board of Supervisors, by motion adopted February 18, 2016, has agreed to donate a sum not to exceed $250,000 to be paid to the Town of Smithfield solely for construction costs of the facility. Payment shall be made by the County in five equal installments of $50,000, the first payment of which shall be due and payable upon execution of this Memorandum of Understanding (MOU) by both parties and each July 1't thereafter until July 1, 2021. Nothing in this MOU shall prohibit the County from paying its donation commitment in advance, at the County's sole discretion. 3 ATHLETICS ACTIVITY COMPLEX TO BE CONSTRUCTED: UN The Town of Smithfield will construct the improvements necessary and desirable for an athletics activity complex upon a tract of land located in the Town of Smithfield, generally known as the Little Farm, containing 97.94 acres, more or less, and identified as Tax Map Parcel No. 21-01-051. The Town shall have the sole responsibility for the construction, ownership and management of the facility upon such terms and conditions as the Town Council shall deem most appropriate in its sole discretion. 4. LIABILITY Any and all users of the athletics activity complex, not a party to this MOU, shall be required to provide a Certificate of Insurance (COI) for liability purposes, with the Town as an additional named insured party under said user's policy. Liability policy limits must be not less than $1,000,000 per occurrence. The amount of required coverage may be changed by the Town as circumstances may warrant. 5. USE OF THE FACILITY The Town agrees that the athletic fields and future indoor facility to be constructed within the athletics complex may be used by the Isle of Wight County schools, the Isle of Wight County Parks and Recreation department, the Windsor Athletic Association, the Town of Windsor, as well as other not-for-profit recreational associations, subject to availability. Scheduling for the use of the fields shall be the responsibility of the Town. All use of the athletic fields/facility shall be in accordance with the Use Policies and Procedures, as they may be amended from time to time, which are attached hereto and incorporated by reference. Said Use Policies and Procedures shall be developed, implemented and/or modified by the Town following good faith discussions and negotiations as to the terms contained therein with the County.. 6. ACCESS It is hereby agreed that the Town shall construct a sidewalk or other appropriate pedestrian connection from the Westside Elementary School to the athletic complex at its sole expense. 7. MAINTENANCE The maintenance of the athletics complex shall be the sole responsibility of the Town. The Town may assign the obligation for maintenance, either in whole or in part, to any other organization as it may deem appropriate. This responsibility for maintenance shall include an obligation to pick up litter that may blow onto the Westside Elementary School property from the athletics complex. 8. SEVERABILITY OF PARTS OF AGREEMENT It is hereby declared to be the intention of the parties hereto that the sections, paragraphs, sentences, and clauses of this MOU are severable. If any section, 19 paragraph, sentence, or clause shall be found to be invalid for any reason, such invalidity shall not affect any of the remaining portions of the MOU. NEW BUSINESS Jamie Oliver, Transportation Planner, updated the Board on the Nike Park Trail project and advised that additional money from VDOT will be forthcoming which will lower additional funds needed from the County. County Administrator Keaton reported on County funding associated with the project to date in the amount of $600,000, of which $300,000 is related to condemnation and legal fees. Responsive to the recommendation of Don Jennings, Director of Utility Services, for the award of a contract to HDR for engineering consulting services associated with the County's closed landfill, Supervisor Acree moved, with all those present voting in favor (5-0), to authorize a five-year extension of HDR's indefinite services contract. County Administrator Keaton relayed the applicant's desire that the following item be postponed until the Board's next meeting: Eagle Harbor Tract 8 Master Signage Plan/Application of Woods Lane, LLC and Eagle Harbor LLC, Owners, for Amendment to an Approved Site Plan for the Inclusion of a Master Signage Plan on Property Located at the Corner of Carrollton Boulevard (Route 17) and Smith's Neck Road. County Administrator Keaton advised that the Board's 2017 retreat is scheduled for October 11th and 12th with a venue to be communicated at a future date. Responsive to a need for a change in the September 7, 2017 Work Session and December 21, 2017 regular meeting dates, upon motion of Supervisor Acree, all those present voting in favor (5-0), the Board's September 7, 2017 work session was changed to September 6, 2017 at 4:00 p.m.; the December 7, 2017 work session of the Board is cancelled; and, the Board's December 21, 2017 regular meeting is rescheduled to December 14, 2017 at 6:00 p.m. The Director of Public Works was requested to send the Litter Blitz to the various Homeowners' Associations, developers, churches and civic organizations located in the County. In recognition of Emanuel Baptist Church's 150th year anniversary, Supervisor Jefferson moved, all those present voting in favor (5-0), that staff be directed to develop a resolution recognizing the 150th year anniversary of Emanuel Baptist Church. 10 ADJOURNMENT At 10:00 p.m., Chairman Alphin declared the meeting adjourned. Rex W. Alphin, Chairman Ocw�q w4; Sk2?t Care ills t rm, Clerk 21