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08-17-1993 Special Meetingao~~ 15~rA~f417 SPECIAL MEETING OF THE ISLE OF WIGHT COUNTY BOARD OF SUPERVISORS HELD THE SEVENTEENTH -DAY, .OF AUGUST IN THE YEAR NINETEEN HUNDRED NINETY THREE 1 PRESENT: Steve W. Edwards, Chairman O. A. Spady, Vice Chairman Henry H. Bradby Joel C. Bradshaw, Jr. Malcolm T. Cofer Also Attending: H. Woodrow Crook, Jr., County Attorney Myles E. Standish, County. Administrator Carey H. Mills, Assistant Clerk Chairman. Edwards circulated a written waiver of the requirement of five days' notice pursuant to Section 15.1-538 of the State Code which was signed by .all five members of the Board of Supervisors and the County Attorney and made a part of the minutes as follows: We the five members of the Board of Supervisors and the County Attorney do hereby waive the five (5) days' notice requirements of Section 15.1-538 of the Code of Virginia for this special meeting of said Board called by all five members in writing on August 17, 1993. 1 Chairman Edwards called the meeting to order at 11:26 a.m. for the purpose of receiving bond bids in the amount of $8,000,000 and other items relative thereto. County Administrator Standish reported that the bids were received at the office of Hunton & Williams, 951 East Byrd Street, Richmond, Virginia at 11:00 a.m. and reviewed and analyzed by the County's Financial Advisor, Larry Wales, and Isle of Wight County Director of Budget & Finance, M. Christine Ledford, pursuant to the Notice of Sale approved by the resolution of the Board of Supervisors. County Administrator Standish noted the eight specific bids received, as read over the telephone by the Budget & Finance Director and stated the County's Financial Advisor recommended that the low bid .submitted by Wheat, First Securities, Inc. be accepted by the County. On motion of Supervisor Spady, the following resolution was unanimously adopted by the Board of Supervisors: At a special meeting of the Board of Supervisors of Isle of Wight County, Virginia (the "County"), held on the 17th day of August, 1993, called in accordance with Section 15.1-538 of the Code of Virginia of 1950, as amended, at which the following members were present and absent: PRESENT: Steve W. Edwards, Chairman O. A. Spady, Vice Chairman Henry H. Bradby Joel C. Bradshaw, Jr. 1 eo~N 15 +arr418 .Malcolm T. Cofer ABSENT: None the following resolution was adopted by the affirmative roll-call vote of a majority of all members of the Board of Supervisors, the ayes and nays being recorded in the minutes of the meeting as shown below: MEMBER VOTE Steve W. Edwards, Chairman .Aye O. A. Spady, Vice Chairman Aye Henry H. Bradby Aye Joel C. Bradshaw, Jr. Aye Malcolm T. Cofer Aye RESOLUTION AWARDING $8,000,000 GENERAL OBLIGATION SCHOOL BONDS, SERIES OF 1993, OF ISLE OF WIGHT COUNTY, VIRGII~IIA WHEREAS, the Board of Supervisors of Isle of Wight County, Virginia (the "County"}, by resolution adopted August 17, 1993, authorized the issuance and sale of the County's $8,000,000 General Obligation School Bonds, Series of 1993 (the "Bonds"); WHEREAS, pursuant to sale procedures set forth in the County's .Notice of Sale, sealed bids for the Bonds were received in the offices of Hunton & Williams in Richmond, Virginia, at 11:00 a.m. local time, on this date, each of which offered to pay accrued interest on the Bonds from their date to the date of delivery were as follows:. 1. Bid of Wheat, First Securities, Inc. offering to pay $8,000,000 for the Bonds bearing interest at the rates set forth in Column 1 on Exhibit A attached hereto. 2. Bid of Wachovia .Bank of North Carolina offering to pay $8,000,OQO for the Bonds bearing interest at the rates set forth in Column 2 on Exhibit A attached hereto. 3. Bid of First Union Securities, Inc. offering to pay $8,000,000 plus a premium of $21.50 for the Bonds bearing interest at the rates set forth in Column 3 on Exhibit A attached hereto. 4. Bid of Merrill Lynch & Company offering to pay $8,000,000 for the Bonds bearing interest at the rates set forth in Column 4 on Exhibit A. 5. Bid of Harris Trust and Savings Bank offering to pay $8,000,000 plus a premium of $230.00 for the Bonds bearing interest at the rates set forth in Column 5 on Exhibit A. 6. Bid of Scott & Stringfellow, Inc. offering to pay $8,000,000 for the Bonds bearing interest at the rates set forth in Column 6 on Exhibit A. 1 1 2 1 1 1 ao~~ 15.~~r~41y 7. Bid of Craigie Incorporated offering to pay $8,000,000 for the Bonds bearing interest at the rates set forth in Column 7 on Exhibit. A. 8. Bid of Crestar Securities Corporation offering to pay $8,000,000 plus a premium of $343.50 for the Bonds bearing interest at the rates set forth in Column- 8 on Exhibit A. WHEREAS, a representative of Municipal Advisors Incorporated, the County's Financial Advisor, reported that the bid of Wheat, First Securities, Inc. offered to purchase the Bonds at the lowest cost to the County, determined in accordance with the Notice of Sale, and recommended acceptance of the bid; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Isle of Wight County, Virginia, that the Bonds are hereby. awarded to Wheat, First Securities, Inc. in accordance with the terms of its bid and shall bean interest as set forth in such bid. The undersigned Clerk of the Board of Supervisors of Isle of Wight County, Virginia, certifies #hat the foregoing constitutes a true. and correct extract from the minutes of a special meeting of the Board held on August 17, 1993, and of the whole thereof so far as is applicable to the matters referred to in such extract. WITNESS my signature and the seal of Isle of Wight County, Virginia, this 17th day of August, 1993. Clerk of the Board of Supervisors Isle of Wight County, Virginia 3 .~: ,.. A i+ M eoe~ 15 y~~~420 ~ O O1~ pp Og1f~0000NCb0000 ~Ii11i11t1NNNO1f1M1g00~010000 w ~ • • . . • • • • • • . oa~oeeoba•r~r.r.r.r~~e+inoa 00oooooaoooou~~nvooo N 00000001~01f1PA-OrINNNe7 b~A10MIf11~1Md'dOer'•IAMIHMIAtl1 I~I111100000D0000000000 ~ 1p 101A0000o0000000000 10 1O 10 IA N ~1 Iff M Itf If1 it1 t!f tt1 It1 1A 1!1 IA M 000000000{A00000000 ~~ o000oooooa~or-aooooo00 q . bb~o~o~viooo.r•ra.rdm~n~-+ M „~ O ~•~ OOOOOOOOOOO~f000000 ~~~ ~ ~p~p~p01ptp1p10bbbr010~0~000 • • • • • • . • ~ninmm.rddd•rd•rd•r~~oina A ,,~ N OV - N +~+ n,naaavmms~mvvvavooo e~iNNNNNNONefq~01~{b010101A O O~ow~O~o~00~e+OVV•rdd~~•f0 •0 ~ = ~M (~~-bhbbhbblAIAOOOOOOO •O « Pl~hhhhhrrrl~a-orINNNN w. e d~rdd~tdt~d.r•ninao~mn 0 0 e O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 ~ Ne'1~r1ri01O~NN1d1t11DOOtrINN bbb~0~0~MO00M~~Mfrt~iNMM 000000000000000000 000000000000000000 0oooooaaooaaaooovv ................... 000000000000v00000 .~~+eO~ItO~IhhNeO~le~"f~~~~1bbNP~h d It1 1p h o0 01 O rl N er1 ~M It1 ~Q h aD 01 O ri a o-o+o+o-o+oooooaooocr+~+ a a, v~o~v~o~ooooo~ooooo00 rlrlw~i~IrlriNNNNNNNNNNNN e i ~~ 1 1 1 ~. r•, B~QK ~~ ~~i:~~1.r~ The motion was unanimously (5-0) adopted. Supervisor Spady left the meeting at 11:38.. ' C Supervisor Cofer moved the Board adopt. the following resolution: At a special meeting of the Board of Supervisors of Isle of Wight County, Virginia, held on the 17th day of August, 1993, called in accordance with Section 15.1-538 of the Code of Virginia of 1950, as amended, at which the following members were present and absent: PRESENT: Steve W. Edwards, Chairman O. A. Spady, Vice Chairman Henry H. Bradby Joel C. Bradshaw, Jr. Malcolm T. Cofer ABSENT: None the following resolution was adopted by the affirmative roll-call vote of a .majority of all members of the Board of Supervisors, the ayes and nays being recorded in the minutes of the meeting as shown below: MEMBER VOTE Steve W. Edwards, Chairman Aye O. A. Spady, Vice Chairman Aye Henry H. Bradby Aye Joel C. Bradshaw, Jr. Aye Malcolm T. Cofer Aye RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $8,000,000 GENERAL OBLIGATION SCHOOL BONDS, SERIES OF 1993, OF ISLE OF WIGHT COUNTY, VIRGINIA, HERETOFORE AUTHORIZED, AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF 1 4 WHEREAS, by resolution adopted on November 21, 1991, the Board of Supervisors of Isle of Wight County, Virginia (the "County"), authorized the issuance of general obligation bonds of the County in the maximum amount of $18,000,000 to provide funds, together with other available funds, to finance various school projects, including site acquisition, planning, design, construction, renovation, expansion, equipping and furnishing of public schools and related facilities, $10,000,000 of which bonds have been issued and sold; and, WHEREAS, the County has determined to issue the remaining $8,000,000 of such bonds; BE IT RESOLVED BY THE BOARD OF SUPERVISORS. OF ISLE OF WIGHT COUNTY, VIRGINIA: Bo~M ~.5:~~422 L Issuance and Sale. There are authorized to be issued and sold $8,000,000 of the general obligation bonds described above. 2. Bond Details. The bonds shall be designated "General Obligation Public School Bonds, Series of 1993" (the "Bonds"), shall be dated August 1, 1993, shall be in denominations of $5,000 and multiples thereof, and shall be numbered R-1 upward. The Bonds shall mature on August 1 in each of the years 1994 to 2011, inclusive, in amounts as follows: Year Amount Year Amount 1994. $150,000 2003 $450,000 1995 200,000 2004 500,000 1996 200,000 2005 550,000 1997 200,000 2006 600,000 1998 250,000 2007 650,000 1999 250,000 2008 700,000 2000 300,000 2009 750,000 2001 350,000 2010 750,000 2002 400,000 2011 750,000 The Bonds shall bear interest at such rates as shall be determined at the time of sale, computed on a basis of twelve months of 30 days each. Interest on each Bond shall be payable semiannually on each August 1 and February 1, beginning on February 1, 1994, (a) from August 1, 1993, if such Bond is authenticated prior to February 1, 1994, or (b) otherwise from the August 1 or February 1 that is, or immediately precedes, the date on which it is authenticated (unless payment of interest thereon is in default, in which case such Bond shall bear interest from the date to which interest has been paid). Principal and premium, if any, shall be payable to the registered owners upon surrender of Bonds as they become due at the corporate trust office of Crestar Bank, Richmond, Virginia (the "Registrar"). 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 the fifteenth day of the month preceding each interest payment date. Principal, premium, if any, and interest shall be payable in lawful money of the United States of America. 3. Redemption Provisions. Bonds maturing on or before August 1, 2002, are not subject to redemption prior to maturity. Bonds maturing on or after August 1, 2003, are subject to redemption prior to maturity at the option of the County on or after August 1, 2002, in whole at any time or in part on any interest payment date, upon payment of the principal amount of the Bonds to be redeemed plus interest accrued and unpaid to the redemption date and a redemption premium of one-quarter of one percent (1/4 of 1%) of such principal amount for each six-month period, or part thereof, between the redemption date and the stated maturity dates of the Bonds to be redeemed, provided that the redemption premium shall not exceed 2% of such principal amount. 5 ,.~ ' enoK 15:~:f423 If less than all of the Bonds are called for redemption, the Bonds to be redeemed shall be selected by the County's chief financial officer in such manner as he or she may determine to be in the best interest of the County, each portion of $5,000 principal amount being counted as one Bond for such purpose. If less than all the Bonds of a particular maturity are called for redemption, the Bonds to be redeemed within such maturity ,shall be selected by the Registrar by lot. In either case, in selecting Bonds for redemption, each Bond shall be considered as representing that number of Bonds which 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 registered or certified mail, not less than 30 nor more than 60 days prior to the redemption date, to the registered owner of each Bond to be redeemed ~ at its address as it appears on the registration books kept by the. Registrar.. If a portion of a Bond is called for redemption, a new Bond in principal amount equal to the unredeemed portion thereof shall be issued to the. registered owner upon the surrender thereof. 4. Execution and Authentication. The Bonds shall be signed by the .manual or facsimile signature of the Chairman or Vice-Chairman of the Board of Supervisors, and the County's seal shall be affixed thereto or a facsimile thereof printed thereon and attested by the .manual or facsimile signature of the Clerk of the Board of Supervisors. No Bond signed by facsimile signatures 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 following form: REGISTERED No. R- REGISTERED UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA ISLE OF-WIGHT COUNTY General Obligation School Bond, Series of 1993 INTEREST RATE MATURITY DATE DATED D1 9 CUSIP August 1, August 1, REGISTERED OWNER: PRINCIPAL AMOUNT: Isle of Wight County, Virginia (the "County"), for value received, hereby promises to pay, upon surrender hereof at the principal corporate trust office of Crestar Bank, Richmond, Virginia (the "Registrar"), 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 6 ~e~K 15:~Gf424 semiannually on each August 1 and February 1, beginning February 1,1994, at the annual rate stated above, computed on a basis of twelve months of 30 days each. Interest is payable (a) from August 1, 1993, if this bond is authenticated prior to February 1, 1994, or (b) otherwise for the August 1 or February 1 that is, or immediately precedes, the date on which this bond is authenticated (unless payment of interest hereon is in default, in which case this bond shall bear interest from the date to which interest has been paid). Interest is payable by check or draft mailed to the person or entity shown as owner hereof at its address as it appears on the registration books kept by the Registrar on the 15th day of the month preceding each interest payment date. Principal, premium, if any, and interest are payable in lawful money of the United States of America. THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF, AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF. All acts, conditions and things required by the Constitution ana statutes of the Commonwealth of Virginia to happen, exist or be performed precedent to and in 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. This bond shall not be valid until the Registrar shall have executed the Certificate of Authentication appearing hereon and inserted the date of authentication hereon. IN WITNESS WHEREOF, Isle of Wight County, Virginia, has caused this bond to be signed by the facsimile signature of the Chairman of the Board of Supervisors, a facsimile of its seal to be printed hereon and attested by the facsimile signature of the Clerk of the Board of Supervisors and this bond to be dated August 1, 1993. ATTEST: Clerk, Board of Supervisors, Chairman, Board of Supervisors, Isle of Wight County, Virginia Isle of Wight County, Virginia (SEAL) Date Authenticated: CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the withinmentioned Resolution CRESTAR BANK, 1 7 {5 eoeK 15~.~~?.,~ Registrar Authorized Officer (Reverse of Bond) Additional Bond Provisions This bond is one of an issue of $8,000,000 General Obligation School Bonds, Series of 1993, of like date and tenor, except as to number, denomination, rate of interest, privilege of redemption and maturity, which are issued pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, Chapter 5.1, Title 15.1, Code of Virginia, as amended, to provide funds, together with other available funds, to finance various school projects. The bands have been authorized by a resolution adopted by the County Board of Supervisors on November 21, 1991, authorizing general obligation school bonds in an amount not to exceed $18,000,000, and have been issued pursuant to a resolution adopted by such Board on August 17, 1993 (the "Resolutio:t"). 1 1 8 By Bonds maturing on or before August 1, 2002, are. not subject to redemption prior to maturity. Bonds maturing on or after August 1, 2003,. are subject to redemption prior to maturity at the option of the County on or after August 1, 2002, in whole at any time or in part on any interest payment date, upon payment of the principal amount of the bonds to be redeemed plus interest accrued and unpaid to the redemption date and a redemption premium of one-quarter of one percent (1/4 of 1%) of such principal amount for each six-month period, or part thereof, between the redemption date and the stated maturity dates of the bonds to be redeemed, provided that the redemption premium shall not exceed 2% of such principal amount. If less than all of the bonds are called for redemption, the bonds to be redeemed shall be selected by the chief financial officer of the County in such manner as he or she may determine to be in the best interest of the County, each portion of $5,000 principal amount being counted as one Bond for such purpose. If less than all the bonds of a particular. maturity are. called for redemption, the bonds to be redeemed within such maturity shall be selected by the Registrar by lot. The County shall cause notice of the call for redemption identifying. the bonds or portions thereof to be redeemed to be sent by registered or certified mail, .not less than 30 nor more than 60 days prior to the redemption date, to the registered owner of each bond to be redeemed at its address as it appears on the .registration books kept by the Registrar. If a portion of this bond is called for redemption, a new bond in principal amount equal to the unredeemed portior- hereof shall be issued to the registered owner upon the surrender thereof. The County has designated the bonds as "qualified tax-exempt obligations" for the purpose of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. ener 15 r~f426 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. The bonds are issuable as fully registered bonds in denominations of $5,000 and multiples thereof. Upon surrender of this bond at the principal corporate trust office of the Registrar, together with an assignment duly executed by the registered owner or its 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 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 names as requested by the then- registered owner hereof or its duly authorized attorney or legal representative, all subject to the limitations and conditions provided in the resolutions providing for the issuance of the bonds. 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. The Registrar shall treat the registered owner as the person or entity 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 or entity shown as owner on the registration books on the 15th day of the month preceding each interest. payment date. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print. or type name and address, including postal zip code, of Transferee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within bond and all rights thereunder, hereby' irrevocably constituting and appointing Attorney, to transfer said bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed NOTICE: Signature(s) must be (Signature of Registered Owner) 1 9 ~oa~ 1~ .~f:~4?7 1 1 1 guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature above must correspond with the,name of the registered owner as it appears on the front of this bond in every particular, without. alteration or enlargement or any change whatsoever. 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 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 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.. Crestar Bank, Richmond, Virginia is appointed paying agent and registrar for the Bonds (the "Registrar'.'). The Registrar shall maintain registration books for the registration of Bonds. Upon surrender of any Bonds at the principal corporate office of the Registrar, together with an assignment duly executed by the registered owner or its 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 paragraph 4, and shall 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 names as requested by the then registered owner or its duly authorized attorney. or legal representative. Any such exchange shall beat the expense of the County, except that the Registrar may charge the person requesting such exchange to be paid with respect thereto, The Registrar shall treat the registered owner as the person or entity 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 or entity shown as owner on the registration books on the 15th day of the month preceding each interest payment date. 8. Notice of Sale. The County Administrator, in collaboration with Municipal Advisors Incorporated, the County's financial advisor, is authorized and directed to take all proper steps to advertise the Bonds for sale substantially in accordance with the form of Notice of Sale attached hereto, provided that the County Administrator, in collaboration with the County's financial advisor, may make such changes in,the Notice of Sale not inconsistent with this resolution as he may consider to be in the best interest of the County. 9. Preliminary Official Statement. 10 The Preliminary Official eonx 15.:~~4?8 Statement describing the Bonds, dated August 3,1993, copies of which have been provided to the members of the Board of Supervisors, is approved as the form of the Preliminary Official Statement by which the Bonds are offered for sale. The Preliminary Official Statement is deemed to be final as of its date within the meaning of Rule 15c2-12 of the Securities and Exchange Commission, except for the omission of certain pricing and other information allowed to be omitted pursuant to such Rule 15c2-12. 10. Final Official Statement. The County Administrator, in collaboration with the County's financial advisor, shall make such completion, omission, insertions and changes in the Preliminary Official Statement not inconsistent with this resolution as the County Administrator, in collaboration with the Count}~s financial advisor, may consider appropriate and as are necessary or desirable to complete it as a final Official Statement. The County Administrator is authorized, on behalf of the County, to deem the Official Statement in final form to be final as of its date within the meaning of such Rule 15c2-12. -The distribution of the Official Statement in final form shall be conclusive evidence that the Official Statement has been deemed final by the County as of its date. The County shall arrange for the delivery to the successful bidder on the bonds of a reasonable number of copies of the final Official Statement, within seven business days after the Bonds have been awarded, for delivery to each potential investor requesting a copy of the Official Statement and to each person or entity. to whom such bidder and members of its bidding group initially sell Bonds. 11. Preparation and Delivery of Bonds. After bids have been received and the Bonds have been awarded, the Chairman or Vice- Chairman and the Clerk of the Board of Supervisors are 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 purchasers thereof upon payment therefor. 12. Arbitrage Covenant. The County covenants that it shall not take or omit to take any action the taking or omission of which would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, including regulations issued pursuant thereto (the "Code"), or otherwise cause interest on the Bonds #o be includable in the gross income of the registered owners thereof under existing statutes. 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 the bonds. The County shall pay any such required rebate from its legally available general funds. 13. Non-Arbitrage Certificate and Elections. .Such officers of the County as may be requested are authorized and directed to execute an .appropriate certificate or certificates setting forth the expected use and investment of the proceeds of the bonds, and to make any elections such officers deem desirable regarding any provision requiring rebate of earnings to the United States, for purposes of complying with Section 148 of .the 11 [1 BA4N ~~ r~r4~ Code. Such certificates and elections shall be in such forms as may be requested by bond counsel for the County. 14. SNAP Investment Authorization. The.Board has received and reviewed the Information Statement dated October 1,1992 (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 I (the "Contract"), and the Board authorizes the County Treasurer to utilize 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. 15. .Private Activity Bond Covenants. The County covenants that it shall not permit the proceeds of the Bonds to be used in any manner that would result in (a) 5% or more of such proceeds 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% of more of such proceeds 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 the 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. 16. Qualified Tax-Exempt Obligations. The County designates the Bonds as "qualified tax-exempt obligations" for the purpose of Section 265(b)(3) of the Code. The. County represents and covenants as follows: (a) The County will in no event designate more. than $10,000,000 of .obligations as qualified tax-exempt obligations in 1993, including the Bonds, for the purpose of such Section 265(b)(3); (b) The County, all its subordinate entities," within the meaning of Section 265(b)(3) of the Code, and all entities which issue tax- exemptobligations on behalf of the County and its subordinate entities have together not issued more than $10,000,000 of tax-exempt obligations in 1993 (not including "private activity bonds," within the meaning of Section 141. of the Code, other than "qualified 501(c)(3) bonds, "within the meaning of Section 145 of the Code), including the Bonds: (c) Barring circumstances unforeseen as of the date of delivery of the Bonds, the County will not issue tax-exempt obligations itself or approve the issuance of tax-exempt obligations of any of such other entities if the issuance of such tax-exempt obligations would, when aggregated with all other tax-exempt obligations theretofore issued in 1991 by the County and such other entities, result in the County and such other entities having 12 issued a total of more than $10,000,000 of tax-exempt obligations in 1993 (not including private activity bonds other than qualified 501(c)(3) bonds), including the Bonds; and, (d) The County has no reason to believe that the County and such other entities will. issue tax~xempt obligations in 1993 in an aggregate amount that will exceed such $10,000,000 limit; provided, however, that if the County receives an opinion of nationally recognized bond counsel that compliance with any covenant set forth in (a) or (c) above is not required for the Bonds to be qualified tax-exempt obligations, the County need not comply with such covenant. 17. 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 approved and confirmed. The officers of the County are 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. 18. Repeal of Conflicting Resolutions.. All resolutions or parts of resolutions in conflict herewith are repealed. 19. Effective Date.. This resolution shall take effect immediately. The undersigned Clerk of the Board of Supervisors of Isle of Wight County, Virginia, certifies that the foregoing constitutes a true and correct extract from the minutes of a regular meeting of the Board of Supervisors of Isle of Wight County held on the 17th day of August, 1993, and of the whole thereof so far as applicable to the matters referred to in such extract. Witness my signature and the seal of the Isle of Wight County, Virginia, this day of August, 1993. Clerk, Board of Supervisors, Isle of Wight County, Virginia (SEAL) The motion was (4-0) adopted. At 11:40 a.m., Supervisor Cofer moved the Board adjourn. The motion was (4-0) adopted. Myles Stan ish, Clerk ~~~ Steve W. Edwards, Chairman 1 13