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9-10-2020 Special MeetingSPECIAL MEETING OF THE ISLE OF WIGHT COUNTY BOARD OF SUPERVISORS HELD AT THE WESTSIDE ELEMENTARY SCHOOL AUDITORIUM LOCATED AT 800 WEST MAIN STREET, SMITHFIELD, VIRGINIA ON THURSDAY, THE TENTH DAY OF SEPTEMBER IN THE YEAR TWO THOUSAND AND TWENTY PRESENT: Joel C. Acree, Windsor District, Chairman Richard L. Grice, Smithfield District, Vice Chairman Rudolph Jefferson, Hardy District William M. McCarty, Newport District Don G. Rosie, II, Carrsville District ALSO IN ATTENDANCE: Robert W. Jones, Jr., County Attorney Randy R. Keaton, County Administrator Donald T. Robertson, Assistant County Administrator Amber Johnson, Legal Assistant CALL TO ORDER Chairman Acree called the special Board of Supervisors' meeting to order at 6:00 p.m. for the purpose of conducting a public hearing on the proposed issuance of General Obligation Bonds. Assistant County Administrator Robertson delivered the invocation and lead the Pledge of Allegiance to the American flag. APPROVAL OF AGENDA Supervisor McCarty moved that the agenda be adopted as presented. The motion was adopted unanimously (5-0). PUBLIC HEARING Resolution to Authorize the Issuance of General Obligation Bonds in an Aggregate Principal Amount of $36,000,000 Assistant County Administrator Robertson advised that the projects to be included in the proposed bond issue include $5.6 million in public safety and fire and rescue agencies; $1.3 million in parks and recreation; funding for public works and, for the replacement of Hardy Elementary School. Ji"mmy Sanderson, Davenport & Company, reviewed the rates for the County's proposed issuance of bonds advising that interest rates are at a historic low. County Administrator Keaton reviewed how the County intends to pay for the bond financing which involves a tax increase of $.04 for the first five years which then drops to $.03 and then drops to $0.1 cent tax increase during 2029-30. He stated that essentially this is a proposed tax rate increase over a nine-year period to cover the bonds in conjunction with the refunding. Chairman Acree commented that it is this Board's intention that once this debt is paid down that the tax rate will return to its current amount. Chairman Acree opened the public hearing and called for persons to speak in favor of or in opposition to the proposed bond issuance. Supervisor McCarty noted that these projections do not include any future growth coming into the County. Elizabeth Sebenbrumner of the Hardy District spoke in favor of approving the bond issuance for a new Hardy Elementary School which would offer multi- purpose and flex spaces and classrooms with up-to-date technology. Erin Matzen of Smithfield spoke in support of the issuance of bonds to build a new Hardy Elementary School. Laura Palmer of Hampton spoke in support of the Board's decision to fund the bond to build a new Hardy Elementary School. Joe Thompson, Pastor of Smithfield Church and resident of Smithfield, spoke in support of the bond issuance and the building of a new Hardy Elementary School. Alana Jefferson of the Hardy District spoke in support of the bond issuance and financing of a new Hardy Elementary School. Zachary Joyner of the Hardy District spoke in favor of the bond issuance for a new Hardy Elementary School. Will Austin of the Hardy District spoke in support of the Board's decision of the bond issuance to build a new Hardy Elementary School, as well as funding for first responders. Shante Denson, Principal, Hardy Elementary School, shared her support of the proposed bond issuance to build a new Hardy Elementary School as well as her support of other County projects. Mike Lombardo, Assistant Superintendent of Isle of Wight County Schools, on behalf of the School Board and School Superintendent, shared their support of a proposed bond issuance that will provide for new Hardy and Westside Elementary schools and support the other much needed County projects. Matt Thomas of the Smithfield District spoke in support of the bond issuance to build a new Hardy Elementary School. Adriene Liggins of the Hardy District spoke in favor of the bond issuance for a new Hardy Elementary School. 2 Art Stafford of Smithfield spoke in favor of the bond issuance for a new Hardy Elementary School. Heather Stafford of Smithfield spoke in support of the bond issuance to build a new Hardy Elementary School. Ruth Murray of Smithfield spoke in support of the bond issuance to build a new Hardy Elementary School and submitted a list containing the names of 30 individuals also in support. Dale Scott of the Windsor District and representing the Fire & Rescue Association spoke in support of the proposed CIP funding for fire and rescue. Approximately ten individuals in the audience stood in support of the bond issuance in terms of fire and rescue. Natalie Roberts of Smithfield spoke in favor of the bond issuance for a new Hardy Elementary School. Laura Dewees of Carrollton and the Assistant Principal of Hardy Elementary School spoke in favor of the bond issuance for a new Hardy Elementary School. Edmond Easter of the Newport District spoke of the County's accomplishments over the last six years. He recognized the School Board and staff at the County. He spoke in support of the bond issuance for a new Hardy Elementary School. County Administrator Keaton remarked that many things have come together to make the building of a new Hardy Elementary School more feasible and cost effective such as HRSD building a sewer line. Chairman Acree closed the public hearing and called for comments from the Board. Supervisors Rosie, Grice, Jefferson, McCarty and Acree spoke in support of moving forward with the bond issuance. Pat Humphries, Chief of Emergency Services, advised that ladder trucks in the CIP ,are older and are not certifiable after a certain age and expensive to maintain. A significant increase is occurring in the maintenance cost and he stood in support of the fire and rescue items contained in the CIP for funding by this bond issuance. Supervisor McCarty moved that the following Resolution be adopted: RESOLUTION PROVIDING FOR THE ISSUANCE, SALE AND AWARD OF GENERAL OBLIGATION PUBLIC IMPROVEMENT AND REFUNDING BONDS OF ISLE OF WIGHT COUNTY, VIRGINIA, PROVIDING FOR THE FORM, DETAILS AND PAYMENT OF SUCH BONDS AND PROVIDING FOR THE REFUNDING OF OUTSTANDING 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 F, 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, pursuant to a resolution adopted on September 10, 2020 (the "Authorizing Resolution"), the Board of Supervisors of the County (the "Board") has authorized the issuance of general obligation public improvement bonds in an aggregate principal amount not to exceed $36,000,000 to finance the acquisition, construction, renovation, rehabilitation and equipping of capital improvements for various governmental purposes, including but not limited to fire and rescue, parks and recreation, public school, public works and other governmental facility improvements (collectively, the "Project"); WHEREAS, the County may achieve debt service savings by refunding a portion of its outstanding general obligation bonds (such refunded portion, if any, the "Refunded Bonds"); WHEREAS, the County administration, in consultation with Davenport & Company LLC, the County's financial advisor (the "Financial Advisor"), has recommended to the Board that the County issue and sell (a) a series of general obligation public improvement bonds on a federally tax-exempt basis (the "Project Bonds") to finance the Project and to pay the related costs of issuing the Project Bonds and (b) if sufficient debt service savings can be achieved, one or more series of its general obligation refunding bonds on a federally tax-exempt or taxable basis (the "Refunding Bonds" and, together with the Project Bonds, the "Bonds") to refund the Refunded Bonds and to pay the related costs of issuing the Refunding Bonds and refunding the Refunded Bonds; WHEREAS, the County administration, in consultation with the Financial Advisor, has recommended that the County sell the Bonds through one or both of the following methods: (a) a public offering through a competitive sale (a "Competitive Sale") or (b) a public offering through a negotiated underwriting (a "Negotiated Sale") (under method of sale, the underwriter of the Bonds shall be referred to herein as the "Underwriter"); and WHEREAS, the Board desires to provide for the issuance of the Bonds and to delegate to the County Administrator (which term shall include for purposes of this resolution the Assistant County Administrator) the authority to determine (a) the method or methods of sale pursuant to which the Bonds shall be sold and (b) which of its outstanding general obligation bonds, or portions thereof, if any, will constitute the Refunded Bonds; 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, and the Authorizing Resolution, the Board hereby approves the issuance and sale of (a) the Project Bonds in an aggregate principal amount not to exceed $36,000,000 and (b) the Refunding Bonds in a an aggregate principal amount not to exceed the amount necessary to (i) amortize the principal of and premium, if any, and CI interest on the Refunded Bonds and (ii) pay all expenses reasonably incurred in the issuance of the Refunding Bonds, less the amounts then in any sinking, escrow or other funds that are available for the payment of the principal of or premium, if any, or interest on the Refunded Bonds. Proceeds of the Project Bonds shall be applied to finance the Project and to pay the related costs of issuing the Project Bonds, and proceeds of the Refunding Bonds shall be applied to refund the Refunded Bonds and to pay the related costs of issuing the Refunding Bonds and refunding the Refunded Bonds. 2. Bond Details. (a) Subject to the provisions and limitations of this Resolution, the Board hereby authorizes the County Administrator to undertake the issuance and sale of the Bonds and to determine the final pricing terms of the Bonds as he shall deem to be in the best interests of the County. The County Administrator, in consultation with the Financial Advisor and the County's bond counsel, is authorized to determine (i) whether to issue the Refunding Bonds as federally tax- exempt or taxable bonds and (ii) whether to issue the Project Bonds and the Refunding Bonds as separate series or as one combined series. The County Administrator is further authorized to determine the appropriate series designation(s) and numbering of the Bonds. The Bonds shall be in registered form and shall be in denominations of $5,000 and integral multiples thereof. (b) The issuance and sale of the Project Bonds are authorized on pricing terms as shall be satisfactory to the County Administrator; provided, however, that the Project Bonds (i) shall be issued in an aggregate principal amount not exceeding the limit set forth in Sections 1(a), (ii) shall have a "true" or "Canadian" interest cost not to exceed 3.00% (taking into account any original issue discount or premium), (iii) shall be sold to the Underwriter at a price not less than 95% of the principal amount thereof (excluding any original issue discount), and (iv) shall mature, or be subject to mandatory sinking fund redemption in annual installments, in years ending no later than December 31, 2046. (c) The issuance and sale of the Refunding Bonds are authorized on pricing terms as shall be satisfactory to the County Administrator; provided, however, that the Refunding Bonds (i) shall be issued in an aggregate principal amount not exceeding the limit set forth in Section 1(b), (ii) shall have a "true" or "Canadian" interest cost not to exceed 3.00% (taking into account any original issue discount or premium), (iii) shall be sold to the Underwriter at a price not less than 95% of the principal amount thereof (excluding any original issue discount), (iv) shall mature, or be subject to mandatory sinking fund redemption in annual installments, in years ending no later than December 31, 2044, and (v) the refunding of the Refunded Bonds shall result in an aggregate net present value debt service savings of not less than 3.0% of the Refunded Bonds. (d) Principal of the Bonds shall mature, or be subject to mandatory sinking fund installments, annually on dates determined by the County Administrator. Each Bond shall bear interest from its dated date at such fixed rate as shall be determined at the time of sale, calculated on the basis of a 360 - day year of twelve 30 -day months, and payable semiannually on dates determined by the County Administrator. Principal and premium, if any, shall be payable to the registered owners upon surrender of Bonds as they become due at 5 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. If any payment date is not a business day, such payment shall be made on the next succeeding business day with the same effect as if made on the stated payment date, and no additional interest shall accrue. Principal, premium, if any, and interest shall be payable in lawful money of the United States of America. (e) 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. (fl 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, 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 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. (g) 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) neither the Registrar nor the County shall be responsible or 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 0 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 of any series may be subject to redemption prior to maturity at the option of the County on or after dates, if any, determined by the County Administrator, in whole or in part (in $5,000 integrals) at any time, at a redemption price not to exceed 102% of the principal amount of the Bonds to be redeemed, together with any interest accrued and unpaid to the redemption date. (b) Any term bonds may be subject to mandatory sinking fund redemption upon terms determined by the County Administrator. (a) If less than all of the Bonds of a series are called for redemption, the maturities of the Bonds, or portions thereof, to be redeemed shall be selected by the County's chief financial officer in such manner as such officer may determine to be in the best interests of the County. If less than all the Bonds of any maturity of a series 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 of such series 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 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 giving notice of redemption to anyone other than DTC or another qualified securities depository then serving 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 mailed 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. (c) 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 7 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 (the "SEC") 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. 6. 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. 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. E'3 (b) The Registrar shall treat the registered owner as the person exclusively entitled to payment of principal of and premium, if any, and interest on the Bonds 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. Methods of Sale; Award of Bonds. (a) The Bonds shall be sold through a Competitive Sale or a Negotiated Sale, or a combination thereof, as the County Administrator shall determine to be in the best interests of the County. (b) If the County Administrator determines that the Bonds (or a portion thereof) shall be sold through a Competitive Sale, the County Administrator is hereby authorized, on behalf of the County and in consultation with the Financial Advisor, to take all proper steps to advertise the Bonds for sale, to receive public bids and to award such Bonds to the bidder providing the lowest "true" or "Canadian" interest cost, subject to the limitations set forth in Section 2. Following a Competitive Sale, the County Administrator shall file a certificate with the Board setting forth the final terms of such Bonds. The actions of the County Administrator in selling such Bonds by Competitive Sale shall be conclusive, and no further action with respect to the sale and issuance of such Bonds shall be necessary on the part of the Board. (c) If the County Administrator determines that the Bonds (or a portion thereof) shall be sold through a Negotiated Sale, the County Administrator is hereby authorized, on behalf of the County and in consultation with the Financial Advisor, to choose an investment banking firm to serve as Underwriter for such Bonds and to execute and deliver to the Underwriter, as purchaser of the Bonds, a bond purchase agreement reflecting the final terms of such Bonds. The bond purchase agreement shall be in a form approved by the County Administrator, in consultation with the County Attorney, the Financial Advisor and the County's bond counsel. The actions of the County Administrator in selling such Bonds by Negotiated Sale shall be conclusive, and no further action with respect to the sale and issuance of such Bonds shall be necessary on the part of the Board. (d) Following the determination of which method(s) of sale shall be used, the County Administrator is hereby authorized to determine (i) the principal amount of the Bonds, subject to the limitations set forth in Section 1, (ii) the interest rates of the Bonds, the maturity schedules of the Bonds, and the price or prices to be paid for the Bonds by the Underwriter or Underwriters, subject to the limitations set forth in Section 2, (iii) the redemption provisions of the Bonds, subject to the limitations set forth in Section 3, and (iv) the dated date, the principal and interest payment dates and the Record Dates of the Bonds, all as the County Administrator determines to be in the best interests of the County. 9. Official Statement. The draft Preliminary Official Statement describing the Bonds, copies of which have been made available to the Board prior to this meeting, is hereby approved as the form of the Preliminary Official Statement by which the Bonds may be offered for sale to the public; provided that the County Administrator, in consultation with the Financial Advisor, may make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with this Resolution as the County I Administrator may consider to be in the best interests of the County. After the Bonds have been sold, the County Administrator, in consultation 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. In addition, the County shall arrange for the delivery to the Underwriter a reasonable number of printed 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 SEC, 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 respective Underwriters upon payment therefor. 12. Deposit of Bond Proceeds. The County Treasurer is hereby authorized and directed to provide for delivery of the proceeds of the Bonds to or at the direction of the County in such manner as necessary to (a) pay the costs of the Project, (b) refund the Refunded Bonds and (c) pay the costs of issuing the Bonds and refunding the Refunded Bonds. 13. SNAP Investment Authorization. The Board has previously received and reviewed the Information Statement describing the State Non -Arbitrage Program of the Commonwealth of Virginia ("SNAP") and the Contract Creating the State Non -Arbitrage Program Pool (the "Contract"), and the Board hereby authorizes the County Administrator in his discretion to use SNAP in connection with the investment of the proceeds of the Bonds. The Board acknowledges that the Treasury Board of the Commonwealth of Virginia is not, and shall not be, in any way liable to the County in connection with SNAP, except as otherwise provided in the Contract. 14. Escrow Deposit Agreement. The County Administrator is hereby authorized and directed to execute an escrow deposit agreement (the "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 consultation with the County Attorney and the County's bond WE counsel, and shall provide for the deposit and investment of a portion of the Refunding 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 Refunding Bond proceeds in an escrow fund (the "Escrow Fund") that shall be sufficient, when invested in noncallable, direct obligations of the United States Government (the "Government Obligations"), to provide for payment of principal of and premium, if any, and interest on the Refunded Bonds. 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 consultation with the County Attorney and the County's bond counsel. 15. Redemption of Refunded Bonds. The County Administrator is hereby authorized and directed to determine, in consultation with the Financial Advisor, which of the County's outstanding general obligation bonds, or portions thereof, if any, shall constitute the Refunded Bonds and to call such bonds for redemption. The County Administrator shall arrange for appropriate notices of redemption be given to the registered owners of the Refunded Bonds in accordance with the terms of the Refunded Bonds. 16. Arbitrage Covenants. The County covenants that it shall not take or omit to take any action the taking or omission of which will cause any Project Bonds or any Refunding Bonds issued on a federally tax-exempt basis (collectively, the "Tax -Exempt Bonds") to 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"), or otherwise cause interest on any Tax -Exempt Bonds to be includable in the gross income for federal income tax purposes of the registered owners thereof under existing law. Without 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 any Tax -Exempt Bonds, unless the County receives an opinion of nationally recognized bond counsel that such compliance is not required to prevent interest on any 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. 17. 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. 18. Limitation on Private Use. The County covenants that it shall not permit the proceeds of the Tax -Exempt Bonds or the facilities financed or 11 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 finance 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 any 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. 19. 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. The execution thereof by the County Administrator shall constitute conclusive evidence of his approval of any such completions, omissions, insertions and changes. 20. 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 and the refunding of the Refunded 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 and the refunding of the Refunded Bonds. 21. Repeal of Conflicting Resolutions. All resolutions or parts of resolutions in conflict herewith are hereby repealed. 22. Effective Date. This Resolution shall take effect immediately. 12 Exhibit A Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED REGISTERED No. R[A/B]- UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA ISLE OF WIGHT COUNTY General Obligation [Public Improvement/Refunding] Bond Series 2020[A (Federally Tax -Exempt)] [B (Federally Taxable)] INTEREST RATE MATURITY DATE DATED DATE CUSIP 2020 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS Isle of Wight County, Virginia (the "County"), for value received, promises to pay, upon surrender hereof to the registered owner hereof, or registered assigns or legal representative, the principal sum stated above on the maturity date stated above, subject to prior redemption as hereinafter provided, and to pay interest hereon from its date semiannually on each _ and beginning , at the annual rate stated above, calculated on the basis of a 360 -day year of twelve 30 -day months. Principal, premium, if any, and interest are payable in lawful money of the United States of America by 'who has been appointed paying agent and registrar for the bonds (the "Registrar"). If any payment date is not a business day, such payment shall be made on the next succeeding business day with the same effect as if made on the stated payment date, and no additional interest shall accrue. Notwithstanding any other provision hereof, this bond is subject to a book -entry system maintained by The Depository Trust Company ("DTC"), and the payment of principal, premium, if any, and interest, the providing of notices and other matters shall be made as described in the County's Blanket Letter of Representation to DTC. 13 This bond is one of an issue of $ General Obligation [Public Improvement/Refunding] Bonds, Series 2020[A (Federally Tax -Exempt)] [B (Federally Taxable)], of like date and tenor, except as to number, denomination, rate of interest and maturity, and is issued pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991. This bond has been authorized and issued pursuant to two resolution adopted by the County Board of Supervisors on September 10, 2020, to provide funds to (a) [finance the acquisition, construction, renovation, rehabilitation and equipping of capital improvements for various governmental purposes, including but not limited to fire and rescue, parks and recreation, public school, public works and other governmental facility improvements] [refund all or a portion of the County's [ ] (the "Refunded Bonds")] and (b) pay the related costs of issuing the bonds [and refunding the Refunded Bonds]. Bonds maturing on or before , are not subject to redemption prior to maturity. Bonds maturing on or after , are subject to redemption prior to maturity at the option of the County on or after , in whole or in part (in integral multiples of $5,000) at any time, upon payment of the following redemption prices (expressed as a percentage of principal amount of bonds to be redeemed) plus interest accrued and unpaid to the date fixed for redemption: Period During Which Redeemed Redemption (Both Dates Inclusive) Price [Bonds maturing on , are required to be redeemed in part before maturity by the County on in the years and amounts set forth below, at a redemption price equal to the principal amount of the bonds to be redeemed, plus interest accrued and unpaid to the date fixed for redemption: Year Amount Year Amount If less than all of the bonds are called for redemption, the maturities of the bonds, or portions thereof, 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 of the bonds of a particular maturity are called for redemption, the bonds within such maturity to be redeemed shall be selected by DTC or any successor 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, (a) the portion of any bond to be redeemed shall be in the principal amount of $5,000 or some integral multiple thereof and (b) 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 than 30 nor more than 60 days prior to the date fixed for redemption, to DTC or its nominee as the registered owner hereof. If a portion of this bond is called for redemption, a new bond in the principal amount 14 of the unredeemed portion hereof will be issued to the registered owner upon surrender hereof. In the case of an optional redemption, the notice may state that (a) 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 (b) 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 holders of the affected bonds. 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 holders of the affected bonds that the redemption did not occur and that the bonds called for redemption and not so paid remain outstanding. The full faith and credit of the County are irrevocably pledged for the payment of principal of and premium, if any, and interest on this bond. Unless other funds are lawfully available and appropriated for timely payment of this bond, the County Board of Supervisors 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 taxable property within the County sufficient to pay when due the principal of and premium, if any, and interest on this bond. The Registrar shall treat the registered owner of this bond as the person exclusively entitled to payment of principal of and premium, if any, and interest on this bond and the exercise of all other rights and powers of the owner, except that interest payments shall be made to the person shown as the owner on the registration books on the [15th day of the month preceding each interest payment date]. All acts, conditions and things required by the Constitution and statutes of the Commonwealth of Virginia to happen, exist or be performed precedent to and in connection with the issuance of this bond have happened, exist and have been performed, and the issue of bonds of which this bond is one, together with all other indebtedness of the County, is within every debt and other limit prescribed by the Constitution and statutes of the Commonwealth of Virginia. IN WITNESS WHEREOF, the Board of Supervisors of Isle of Wight County, Virginia, has caused this bond to be issued in the name of Isle of Wight County, to be signed by its Chairman, to be countersigned by its Clerk, its seal to be affixed hereto, and this bond to be dated the date first above written. 15 The motion was adopted unanimously (5-0) with Supervisors Acree, Jefferson, McCarty, Grice and Rosie voting in favor of the motion and no Supervisors voting against the motion. NEW BUSINESS Supervisor McCarty moved that the following Resolution be approved: RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION PUBLIC IMPROVEMENT BONDS OF ISLE OF WIGHT COUNTY, VIRGINIA, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $36,000,000 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 (the "Code"), 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; BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF ISLE OF WIGHT COUNTY, VIRGINIA: 1. It is determined to be necessary and expedient for the County to finance the acquisition, construction, renovation, rehabilitation and equipping of capital improvements for various governmental purposes, including but not limited to fire and rescue, parks and recreation, public school, public works and other governmental facility improvements (collectively, the "Project"), to borrow money for such purposes and to issue the County's general obligation public improvement bonds therefor. 2. Pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, there are authorized to be issued general obligation public improvement bonds of the County in an aggregate principal amount not to exceed $36,000,000 to provide funds to finance the cost of the Project. 3. The bonds shall bear such date or dates, mature at such time or times not exceeding 40 years from their dates, bear interest at such rate or rates, be in such denominations and form, be executed in such manner and be sold at such time or times and in such manner as the Board may hereafter provide by appropriate resolution or resolutions. 4. The bonds shall be general obligations of the County, and its full faith and credit shall be irrevocably pledged to the payment of principal of and premium, if any, and interest on such bonds. 5. The County intends that the adoption of this Resolution be considered as "official intent" within the meaning of Treasury Regulations, 16 Section 1.150-2, promulgated under the Internal Revenue Code of 1986, as amended. 6. The Clerk of the Board, in collaboration with the County Attorney, is authorized and directed to see to the immediate filing of a certified copy of this Resolution in the Circuit Court of Isle of Wight County, Virginia. 7. This Resolution shall take effect immediately. The motion was adopted unanimously (5-0) with Supervisors Acree, Jefferson, McCarty, Grice and Rosie voting in favor of the motion and no Supervisors voting against the motion. ADJOURNMENT At 6:15 p.m., Chairman Acree declared the special meeting adjourned. q�N Carey - s Storm, Clerk 17 o Joel C. Acre , Chair an