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08-03-2015 BOS reg meetingRegular Meeting August 3, 2015 Pittsylvania County Board of Supervisors Monday, August 3, 2015 Regular Meeting VIRGINIA: The Regular Meeting of the Pittsylvania County Board of Supervisors was held on Monday, August 3, 2015 in the General District Courtroom of the Edwin R. Shields Addition in Chatham, Virginia. Brenda H. Bowman, Chair, called the meeting to order at 7:03 p.m. The following members were present: Brenda H. Bowman Chatham-Blairs District Elton W. Blackstock Staunton River District Tim Barber Tunstall District Coy E. Harville Westover District Jerry A. Hagerman Callands-Gretna District Jessie L. Barksdale Banister District James H. Snead Dan River District Mr. Clarence C. Monday, County Administrator, Mr. J. Vaden Hunt, County Attorney, Ms. Kim Van Der Hyde, Director of Finance and Ms. Rebecca Flippen, Deputy Clerk to the Board were also present. Ms. Bowman led the Pledge of Alliance. Approval of Agenda Motion was made by Mr. Snead, seconded by Mr. Barber, to approve the agenda with the following addition, deletion, and corrections: Addition: Appointment – Dan River District Representative to Road Viewers Board Corrections to the Consent Agenda: Minutes for July 21, 2015: Page 26 of Board Packet, under Closed Session: (1) FROM: Authority for Closed Session needs to be corrected from: Legal Authority: §2.2-2711(A)(3) of the Code of Virginia, 1950, as amended Subject: Animal Shelter Propose: Discussion or consideration of acquisition of real property for a public purpose where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of the public body. TO: Consultation with legal counsel and briefings by staff members or consultants pertaining to actual or probable litigation, where such consultation or briefing in open meeting would adversely affect the negotiation and litigating posture of the public body. Authority: §2-2.3711(A)(7), Code of Virginia, 1950, as amended Subject Matter: Deborah Dix, Karen Maute, and Phillip Lovelace v. Pittsylvania County Agricultural Development Board (Affidavit and Petition for Mandamus and/or Writ of Prohibition Pursuant to Code of Virginia §2.2-3713) Purpose: Discussion with Legal Counsel Concerning Legal Strategy Issues (2) Correct Closed Session Certification vote: Mr. Hagerman’s vote corrected from “Yes” to “Abstained” (3) Record needs to reflect that Mr. Hagerman left the meeting during Closed Session and did not return Mr. Snead’s motion was unanimously approved by the Board. Hearing of the Citizens Gerald Milliman of the Staunton River District offered a word of prayer. Jordan Kee of the Chatham/Blairs District made comments on the animal shelter issue, which included comments on the past 10 year kill rates; how working together could lower those rates; and offered her volunteer services to work at the proposed shelter. Deborah Dix of the Chatham/Blairs District stated she had submitted questions on integrated poultry farming to the Virginia Department of Environmental Quality (DEQ); one of the questions being how many people had applied for a Poultry Waste Management Plan. Regular Meeting August 3, 2015 Deborah Dix of the Chatham/Blairs District read comments from the DEQ’s 1996 Draft Total Maximum Daily Load (TMDL) for bacteria in the Banister River. Deborah Dix of the Chatham/Blairs District read the policy Section II, Conservation Act of Virginia, from the Code of Virginia. Tonya Reynolds of the Callands/Gretna District gave her opinion on how older animals need to be given more adoption opportunities than it appeared to her that they were getting, and stated a shelter manager needed to be hired now and not wait until the proposed shelter was built. Diane Jackson of the Dan River District commented there appeared to be plenty of volunteers to help at the shelter and should be allowed to help now to care for and save the animals. Steve East of the Chatham/Blairs District agreed a shelter manager needed to be hired now. Laurie Allen of the Callands/Gretna District stated she had several years of experience as an animal rescuer; stated her displeasure on how the Board and animal control has handled the need for an improved shelter; and offered her services as a shelter manager. Mark Thomas, Community Relations Coordinator for Southside Electric, stated the utility company provided service to 1750 customers in Pittsylvania County and reaffirmed the utility company’s goal of being a good steward in the community. This concluded the Hearing of the Citizens. Consent Agenda Motion was made by Mr. Barber, seconded by Mr. Blackstock, to approve the Consent Agenda with the corrections to the June 16, 2015 minutes stated earlier, which was unanimously approved by the Board Consent Agenda: (a) Minutes: July 6, 2015 – Regular Meeting July 21, 2015 – Adjourned Meeting –Pulled early in the meeting for corrections (b) Bill List – July 2015 (Online) (c) Proclamation – National Farmers’ Market Week – August 2-8, 2015 (d) Letter of Appreciation for Senator Bill Stanley Mr. Barber’s motion passed by a 6-1 vote of the Board, with Mr. Hagerman opposing. Pittsylvania County Board of Supervisors Proclamation NATIONAL FARMERS’ MARKET WEEK August 2-8, 2015 WHEREAS, farmers’ markets are an integral part of direct-to-consumer marketing that has risen in popularity due to the growing consumer interest in obtaining fresh vegetables directly from the farm ; and WHEREAS, farmers’ markets are often the first point of entry into the marketplace for small and medium-sized producers, helping them to incubate their businesses, develop and test new product lines, obtain better prices of high-value product than alternative distribution channels, and obtain a reliable source of farm income; and WHEREAS, farmers’ markets bring business to neighboring stores and communities where the market is located, and shopping at the markets keeps money circulating in the local community, helping to preserve and create local jobs; and WHEREAS, the Virginia Cooperative Extension reports show if each household in Virginia spent just $10 a week in locally grown agricultural products, consumers would invest an additional $4.65 billion back into the local economy each year; and WHEREAS, shopping at farmers’ markets offers the consumer fresher, more unique products, more heirloom varieties, and more opportunities to build relationships and learn about healthy eating; and Regular Meeting August 3, 2015 WHEREAS, farmers markets often serve as an integral part of creating robust local economies, thriving neighborhoods and vibrant Civic design plans. They also provide easier access to fresh, healthful foods, conventionally and organically produced, that average 22% less to purchase compared to supermarkets, benefitting both the local agriculture industry and the local consumer; and WHEREAS, shopping at farmers’ market located at the Olde Dominion Agricultural Complex is a community experience, where you can meet your neighbors, friends, and farmers, and where more dollars will stay in the Pittsylvania County community; then BE IT HEREBY PROCLAIMED by the Pittsylvania County Board of Supervisors that the week of August 2-8, 2015 be proclaimed “National Farmers’ Market Week” in Pittsylvania County and all citizens of Pittsylvania County are encouraged to visit local farmers’ markets and celebrate the benefits of the markets and their bountiful fresh produce and products. Presentations Scott Budd, Director of Information Technology, discussed options of video recording the Board’s meetings that could be made available online for public viewing. Mr. Budd told the Board that since the courtroom lacked internet/wifi connection, livestreaming of meetings would not be an option. One option would be to use existing staff (who, Mr. Budd stated, were not trained as media technicians), pay them overtime for the meetings, and purchase camera equipment, the latter being fairly costly. The second option would be to bid out recording the meetings. His preliminary research on the cost was $6,000 for one year’s service for recording the scheduled Board meetings (using the contracted vendor’s equipment and technician), and included posting the meetings online, and providing the County with a disc copy of each meeting. At the end of the year, the County could review how many citizens were actually viewing the meetings, and decide then if they wanted to renew the contract. Several Board members agreed it was worth pursuing the second option. Mr. Harville suggested this item be referred to the Communications Committee. No action was taken by the Board at this time. New Business Steve Cassada, District Conservationist located in the USDA’s Chatham office, appeared before the Board of Supervisors for the Sandy Creek Watershed Plan Closeout. Mr. Monday explained that in 1990, the Board of Supervisors for the Counties of Pittsylvania and Halifax, Council for the Town of Halifax, the Pittsylvania County and the Halifax County Soil and Water Conservation Districts,(referred to as “Sponsors”); the State of Virginia; and the Soil Conservation Service of the U.S. Department of Agriculture (referred to as SCS) entered into an approved Watershed Agreement Plan for works of improvement to the Sandy Creek Watershed, under the authority of the Watershed Protection and Flood Prevention Act. Land treatment practices were implemented on cropland, pastureland, forestland and other farmland to improve water quality and protect the soil resource base from excessive erosion. The size of the watershed treated is 63,316 acres. Federal funds were used for this plan and the USDA Natural Resources Conservation Service (NRCS) was the project manager. All Sponsors and the NRCS consider the Sandy Creek Watershed Plan a completed project and that its intentions have been met. A Closeout Agreement with each sponsor is required. Motion was made by Mr. Barksdale, seconded by Mr. Snead, to approve accepting the Supplement Watershed Agreement No. 2 (Closeout) and authorize the County Administrator to sign pending review by the County Attorney. Mr. Barksdale’s motion was unanimously approved by the Board. The Economic Development Committee met at 4:00 pm on Monday, August 3, 2015 and made the following recommendations to the full Board: 1) Recruit and hire an Economic Development Director; 2) Execute established objectives as outlined in the Action Plan adopted in 2014; 3) Assign clerical support duties to existing County staff; 4) Update the organizational chart, with the Economic Development Director reporting to the County Administrator; 5) Utilize the Economic Development Budget of $150,000 as follows: $115,000 for Personnel Costs; $35,000 for Marketing, Office Expenses, and Professional Services 6) Continue and expand regional development partnerships to develop a regionally consistent economic development program by focusing on cooperative efforts; 7) Provide regular updates to the Board of Supervisors as to economic development activity, and receive periodic input from the Board; and Regular Meeting August 3, 2015 8) Reevaluate and adjust strategies as necessary The Board of Supervisors unanimously approved the recommendations from the Economic Development Committee. The Animal Welfare Facility Committee met at 4:30 pm on Monday, August 3, 2015 and made the following recommendations to the full Board: 1) Staff to determine the appropriation amount needed to supplement Dominion 7 for a Phase II Environmental Study on the site of the proposed shelter and any other costs rel ated to due diligence in purchase; 2) Staff to bring back a job description for the Shelter Manager position, including cost for salary and fringe benefits 3) Staff to determine the operational impact on the budget; and The Board of Supervisors unanimously approved the Animal Welfare Facility Committee’s recommendations. Motion was made by Mr. Blackstock, seconded by Mr. Barksdale, to start the required 10-Day Layover for appropriation of $594,000 from the Unassigned General Fund, for the purchase of property located at 11880 U.S. Highway 29 in Chatham, Virginia. Mr. Monday explained PFM Group, the County’s Financial Advisors and staff has had bond rating calls with Moody’s, S&P, and Fitch; all three firms commending the Board of Supervisors on the amendments under consideration. The following changes are being proposed. 1.) The first change pertains to County reserves. Currently, the policy states that the County shall establish minimum General Fund Balance elements. One of these elements states the General Fund Balance shall not be less than 10% of the average actual General Fund revenues for the preceding five fiscal years to address natural and manmade disasters and to offset budget fluctuations. The change proposed refers to the General Fund Balance as the unassigned General Fund Balance and shall not be less than 20% of the average actual General Fund Expenditures for the preceding three fiscal years. This change would more closely mirror the current state of our unassigned fund balance. The % of unassigned fund balance to General Fund Expenditures (based on a three year average) at 6-30-14 stood at 56%. The proposed change is reasonable and would allow for unforeseen emergency needs. The policy also addresses how the unassigned General Fund Balance would be restored to the minimum level should the level fall below 20%. 2.) The second change pertains to debt management. Currently, the policy states that the County maintains a debt ratio of 5% or less when comparing outstanding General Fund Debt Service as a percentage of the estimated market value of all taxable property (real and personal). At 6-30-14, this debt ratio stood at 2.14%. It is recommended that this percentage be changed to 3% to more closely resemble our current debt ratio. This ratio would also allow the County to issue more debt without fear of exceeding the debt ceiling. 3.) The final change proposed pertains to the bond compliance policies and procedures that were added to our current financial management policy on 11- 20-12. It is recommended that this policy be a stand-alone policy as opposed to being included with the financial management policy since it relates to bond compliance and not financial management. Motion was made by Mr. Barksdale, seconded by Mr. Snead, to approve the revisions to the Financial Management Policies and the following Roll Call Vote was recorded: Mr. Harville- Yes; Mr. Barber-Yes; Mr. Snead-Yes; Mr. Blackstock-Yes; Mr. Barksdale-Yes; Mr. Hagerman- Yes; and Ms. Bowman-Yes. The Board unanimously approved the recommended revisions to the Financial Management Policies. Motion was made by Mr. Blackstock, seconded by Mr. Barksdale, to approve Resolution 2015-08-01, providing for the issuance and sale of certain outstanding general obligation bonds of the Count y, and the following Roll Call Vote was recorded: Mr. Harville-Yes; Mr. Barber- Yes; Mr. Snead-Yes; Mr. Blackstock-Yes; Mr. Barksdale-Yes; Mr. Hagerman-Yes; and Ms. Bowman-Yes. The Board unanimously approved Resolution 2015-08-01. Regular Meeting August 3, 2015 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2015, OF PITTSYLVANIA COUNTY, VIRGINIA, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $43,000,000, PROVIDING FOR THE FORM, DETAILS AND PAYMENT OF SUCH BONDS, AND PROVIDING FOR THE REFUNDING OF CERTAIN OUTSTANDING GENERAL OBLIGATION BONDS OF THE COUNTY RESOLUTION 2015-08-01 WHEREAS, Pittsylvania County, Virginia (the “County”) is a political subdivision of the Commonwealth of Virginia, and pursuant to, and subject to the provisions of, the Public Finance Act of 1991, Chapter 26, Title 15.2, Code of Virginia of 1950, as amended (the “Act”), the Board of Supervisors of the County (the “Board”) is authorized to contract debts on behalf of the County and to issue, as evidence thereof, bonds, notes or other obligations payable from pledges of the full faith and credit of the County; WHEREAS, the County has previously issued its $10,000,000 General Obligation School Bond, Series 2007 (the “Series 2007 Bonds”), and its $40,000,000 General Obligation School Bonds, Series 2008B (the “Series 2008 Bonds”); WHEREAS, the County may effect debt service savings by issuing its general obligation refunding bonds (the “Bonds”) to refund all or a portion of the outstanding maturities of the Series 2007 Bonds and the Series 2008 Bonds (such refunded maturities or portions thereof shall be referred to herein as the “Refunded Bonds”); and WHEREAS, the County’s administration and a representative of Public Financial Management, Inc., the County’s financial advisor (the “Financial Advisor”), have recommended to the Board that the County issue and sell one or more series of general obligation refunding bonds through either (a) a public offering through a competitive sale (a “Competitive Sale”) or (b) a public offering through a negotiated underwriting (a “Negotiated Sale”) (in either of such funding options, the purchaser(s) of the bonds shall be referred to herein as the “Purchaser”); BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA: Issuance of Bonds. The Board finds and determines that it is in the best interest of the County to provide for the issuance and sale of one or more series of Bonds, heretofore authorized, in an aggregate principal amount not to exceed $43,000,000 and to use the proceeds thereof, together with other funds as may be available, to refund the Refunded Bonds and to pay costs incurred in connection with issuing such bonds and refunding the Refunded Bonds. Bond Details. The Bonds shall be designated “General Obligation Refunding Bonds, Series 2015,” or such other designation as may be determined by the County Administrator (which term shall include the Assistant County Administrator). The Bonds shall be in registered form, shall be dated such date as may be determined by the County Administrator, shall be in denominations of $5,000 and integral multiples thereof and shall be numbered R-1 upward, or such other designation as appropriate. Subject to Section 8, the issuance and sale of any series of Bonds are authorized on terms as shall be satisfactory to the County Administrator; provided, however, that the Bonds of such series (a) shall have a “true” or “Canadian” interest cost not to exceed 4.5% (taking into account any original issue discount or premium), (b) shall be sold to the Purchaser thereof at a price not less than 98% of the principal amount thereof (excluding any original issue discount) and (c) shall mature or be subject to mandatory sinking fund redemption in annual installments ending no later than December 31, 2035; provided, however, that any series of Bonds issued to refund the Refunded Bonds shall produce an aggregate net present value debt service savings to the County of at least 3.0% of the principal amount of the particular Refunded Bonds. Principal of the Bonds shall be payable annually on dates determined by the County Administrator. Each Bond shall bear interest from its date 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, and payable semiannually on dates determined by the County Administrator. Principal and premium, if any, Regular Meeting August 3, 2015 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. 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 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 Section. In the event that (a) 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 with respect to the Bonds, or (b) the County in its sole discretion determines (i) that beneficial owners of Bonds shall be able to obtain certificated Bonds or (ii) to select a new Securities Depository, then the Finance Director of the County 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 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 Bonds to be payable (1) from the date of the Bonds if they are authenticated prior to the first interest payment date or (2) 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 Finance Director of the County 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. So long as there is a Securities Depository for the Bonds, (1) it or its nominee shall be the registered owner of the Bonds; (2) 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; (3) the Registrar and the County shall not be responsible or liable for maintaining, supervising or reviewing the records maintained by the Securities Depository, its participants or persons acting through such participants; (4) 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 (5) in the event of any inconsistency between the provisions of this Resolution and the provisions of the above-referenced Letter of Representations such provisions of the Letter of R epresentations, except to the extent set forth in this paragraph and the next preceding paragraph, shall control. Redemption Provisions. The Bonds 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 at any time, at a redemption price equal to the principal amount of the Bonds, together with any interest accrued to the redemption date, plus a redemption premium not to exceed 2.0% of the principal amount of the Bonds, such redemption premium to be determined by the County Administrator. Any term bonds may be subject to mandatory sinking fund redemption upon terms determined by the County Administrator. If less than all of the Bonds are called for redemption, the maturities of the Bonds to be redeemed shall be selected by the Finance Director of the County in such manner as such officer may determine to be in the best interest of the County. If less than all the Bonds of any 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 Regular Meeting August 3, 2015 discontinued, shall be selected by the Registrar by lot in such manner as the Registr ar 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 redemption date, 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. In the case of an optional redemption, the notice may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, no later than the redemption date or (2) the County retains the right to r escind such notice on or prior to the scheduled redemption date (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 redemption date shall not constitute an event of default, and the County shall give immediate notice to all organizations registered with the Securities and Exchange Commission (“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. Execution and Authentication. The Bonds shall be signed by the manual or facsimile signature of the Chairperson or Vice Chairperson, the County’s seal shall be affixed thereto or a facsimile thereof printed thereon and shall be attested by the manual or facsimile signature of the Clerk of the Board; provided, however, that 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. Bond Form. The Bonds shall be in substantially the form of Exhibit A, 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. 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. Registration, Transfer and Owners of Bonds. 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 of the Bonds and transfers thereof. Upon presentation and surrender of any Bonds to the corporate trust office of the Registrar, together with an assignment duly executed by the registered owner or the owner’s 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 the name(s) as requested by the then registered owner or the owner’s 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 Regular Meeting August 3, 2015 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 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. Sale of Bonds. The Board approves the following terms of the sale of the Bonds. The Bonds shall be sold in one or more series, either through a Competitive Sale, a Negotiated Sale or a combination thereof, as determined by the County Administrator to be in the best interest of the County, in a principal amount or principal amounts to be determined by the County Administrator, in collaboration with the Financial Advisor, and subject to the limitations set forth in Section 1. (a) If the County Administrator determines that the Bonds (or a portion thereof) shall be sold through a Competitive Sale, the County Administrator is authorized, on behalf of the County and in collaboration with the Financial Advisor, to take all proper steps to advertise the Bonds for sale, to receive public bids and to award the Bonds to the bidder providing the lowes t “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 the Bonds. The actions of the County Administrator in selling the Bonds by Competitive Sale shall be conclusive, and no further action with respect to the sale and issuance of the Bonds shall be necessary on the part of the Board. (b) If the County Administrator determines that the Bonds (or a portion thereof) shall be sold through a Negotiated Sale, the County Administrator is authorized, on behalf of the County and in collaboration with the Financial Advisor, to choose an investment banking firm to serve as underwriter for the Bonds and to execute and deliver to the underwriter, as Purchaser of the Bonds, a bond purchase agreement reflecting the final terms of the Bonds. The bond purchase agreement shall be in a form approved by the County Administrator, in collaboration with the County Attorney, the Financial Advisor and the County’s bond counsel. The actions of the County Administrator in selling the Bonds by Negotiated Sale shall be conclusive, and no further action with respect to the sale and issuance of the Bonds shall be necessary on the part of the Board. (c) Following the determination of which method(s) of sale shall be used, the County Administrator is hereby authorized to (i) determine the principal amount of the Bonds, subject to the limitations set forth in Section 1, (ii) determine the interest rates of the Bonds, the maturity schedules of the Bonds, and the price to be paid for the Bonds by the Purchaser, subject to the limitations set forth in Section 2, (iii) determine the redemption provisions of the Bonds, subject to the limitations set forth in Section 3, and (iv) determine 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 interest of the County. Official Statement. The draft Preliminary Official Statement describing the Bonds, copies of which have been made available prior to this meeting, is hereby approved as the Preliminary Official Statement by which the Bonds will be offered for sale to the public; provided that the County Administrator, in collaboration 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 Administrator may consider to be in the best interest of the County. 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 shall arrange for the delivery to the Purchaser of the Bonds of 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 Purchaser initially sells Bonds. Official Statement Deemed Final. The County Administrator is 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 (the “Rule”) of the SEC, Regular Meeting August 3, 2015 except for the omission in the Preliminary Official Statement of certain pricing and other information permitted to be omitted pursuant to the Rule. The distribution of the Preliminary Official Statement and the execution and delivery of 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 the Rule. Preparation and Delivery of Bonds. After the Bonds have been awarded, the officers of the County 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 Purchaser thereof upon payment therefor. Redemption of Refunded Bonds. The County Administrator is authorized and directed to determine which of the Series 2007 Bonds and the Series 2008 Bonds, if any, and which maturities of each such series, if any, shall constitute the Refunded Bonds. The Escrow Agreement (as hereinafter defined) shall provide for notices of redemption to be given to the registered owners of the Refunded Bonds in accordance with the resolutions providing for the issuance of the Refunded Bonds. Escrow Deposit Agreement. The County Administrator is 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 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, premium, if any, 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 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. Deposit of Bond Proceeds. The County Treasurer is authorized and directed (a) to provide for the delivery of the Refunding Portion to the Escrow Agent for deposit in the escrow fund established by the Escrow Agreement, 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 respective 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 the costs of issuing the Bonds. The County Treasurer is further 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. 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 the 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 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code or otherwise cause interest on the 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 the Bonds, unless the County receives an opinion of nationally recognized bond counsel that such compliance is not required Regular Meeting August 3, 2015 to prevent 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 shall pay any such required rebate from its legally available funds. Non-Arbitrage Certificate and Elections. Such officers of the County as may be requested by the County’s bond counsel are authorized and directed to execute an appropriate certificate setting forth (a) the expected use and investment of the proceeds of the 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. Limitation on Private Use. The County covenants that it shall not permit the proceeds of the Bonds or the facilities refinanced with the proceeds of the Bonds 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 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. SNAP Investment Authorization. The Board has previously received and reviewed the Information Statement (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 hereby authorizes the County Treasurer in his discretion to utilize SNAP in connection with the investment of the portion of the proceeds of the Bonds used to finance the Project. 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. Continuing Disclosure Agreement. The Chairperson, Vice Chairperson and the County Administrator, any of whom may act, are hereby authorized and directed t o execute 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 Purchaser of the Bonds in complying with the provisions of the Rule promulgated by the SEC. The Continuing Disclosure Agreement shall be substantially in the form of the County’s prior Continuing Disclosure Agreements, which is hereby approved for purposes of the Bonds; provided that the County Administrator, in collaboration with the Financial Advisor, may make such changes in the Continuing Disclosure Agreement not inconsistent with this Resolution as the County Administrator may consider to be in the best interest of the County. The execution thereof by such officers shall constitute conclusive evidence of their approval of any such completions, omissions, insertions and changes. 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 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. Repeal of Conflicting Resolutions. All resolutions or parts of resolutions in conflict herewith are repealed. Effective Date. This Resolution shall take effect immediately. EXHIBIT A [FORM OF BOND] Regular Meeting August 3, 2015 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-____ $__________ UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA PITTSYLVANIA COUNTY [General Obligation Refunding Bond] Series 2015 INTEREST RATE MATURITY DATE DATED DATE CUSIP _____% [February 1], ____ _________, 2015 ______ ___ REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS Pittsylvania 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 [February 1] and [August 1], beginning [February 1, 2016], 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”). 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 Letter of Representations to DTC. This bond is one of an issue of $___________ General Obligation Refunding Bonds, Series 2015, of like date and tenor, except as to number, denomination, rate of interest, privilege of redemption and maturity, and is issued pursuant to the Constituti on and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991. The bonds are being issued pursuant to a resolution adopted by the Board of Supervisors of the County (the “Board of Supervisors”) on __________, 2015, to refund certain of the County’s general obligation bonds. Bonds maturing on or before [February 1, 20__], are not subject to redemption prior to maturity. Bonds maturing on or after [February 1, 20__], are subject to redemption prior to maturity at the option of the County on or after [February 1, 20__], in whole or in part (in any multiple 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 [February 1, 20__], are required to be redeemed in part before maturity by the County on [February 1] in the years and amounts set forth below, at a Regular Meeting August 3, 2015 redemption price equal to the principal amount of the bonds to be redeemed, plus accrued interest to the redemption date: Year Amount Year Amount] If less than all of the bonds are called for redemption, the bonds to be redeemed shall be selected by the Finance Director of the County in such manner as such officer may determine to be in the best interest of the County. If less than all of the bonds of any 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 redemption date, to the registered owner hereof. If a portion of this bond is called for redemption, a new bond in principal amount of the unredeemed portion hereof will be issued to the registered owner upon surrender hereof. The County may give notice of redemption prior to a deposit of redemption moneys if such notice states that the redemption is to be funded with the proceeds of a refunding bond issue and is conditioned on the deposit of such proceeds. Provided that moneys are deposited on or before the redemption date, such notice shall be effective when given. If such proceeds are not available on the redemption date, such bonds will continue to bear interest until paid at the same rate they would have borne had they not been called for redemption. On presentation and surrender of the bonds called for redemption at the place or places of payment, such bonds shall be paid and redeemed. 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 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 others 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 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 o ther limit prescribed by the Constitution and statutes of the Commonwealth of Virginia. Motion was made by Mr. Harville, seconded by Mr. Barber, for the reappropriation of $51,380.88 as follows: $199.67 to Clerk of Courts-Copier Lease (100-4-021600-60051), $201.68 to Sheriff-Subsistence & Lodging (100-4-031200-5530), $120.00 to Sheriff-Training & Education (100-4-031200-5540), $60.00 to Sheriff-Parts (100-4-031200-6030), $250.00 to Sheriff-Vehicle (100-4-031200-8105), $50.00 to Jail-Food Supplies (100-4-033100-6002), $11,395.92 to E911-Telephone (100-4-035500-5230), $2,400.00 to B&G-Building Supplies (100-4-043100-6007), $131.98 to VFIRS Computer Grant (250-4-032402-8107), $3,900.00 to SOVA AMP Tour Grant (250-4-094227-5899), $31,121.39 to WIA-Other Operating (251-4- 353853-6014), $1,250.00 to WIA-Other Operating Expense (251-4-353878-6014), 300.24 to WIA-Lease Rental-Building (251-4-353160-5420). This motion required a 10-Day Layover. Mr. Monday explained that Pittsylvania County recently received notification of a grant awarded by the J.T. Minnie Maude Charitable Trust in the amount of $100,000 to be used to Regular Meeting August 3, 2015 develop parks at each of the County’s 4 middle schools. This grant is specifically to be used for “paving walking track, playground and picnic shelter at each middle school.” This grant does not specifically require a local match, however; the Board of Supervisors has included a total of $150,000 of local funds in the FY 2016 budget for this particular project. Motion was made by Mr. Harville, seconded by Mr. Snead, to approve an appropriation of $100,000 for J.T. Minnie Maude Grant and give authority to the County Administrator to sign the grant acceptance form pending review of the County Attorney and the following Roll Call Vote was recorded: Mr. Harville-Yes; Mr. Barber-Yes; Mr. Snead-Yes; Mr. Blackstock-Yes; Mr. Barksdale-Yes; Mr. Hagerman-Yes; and Ms. Bowman-Yes. Mr. Harville’s motion was unanimously approved by the Board. Mr. Monday explained Pittsylvania County received a Memorandum of Understanding (MOU) from the Virginia Community College System, state fiscal agent, for the Workforce Innovation Fund Grant. The total of this grant is $653,032 and will be used to support the Workforce Innovation Fund: Working Families Success Network Model Project. This grant did not require a local match. Motion was made by Mr. Harville, seconded by Mr. Snead, to approve and appropriate a total of $653,032.00 as set forth in the attached budget. The following Roll Call Vote was recorded: Mr. Harville-Yes; Mr. Barber-Yes; Mr. Snead-Yes; Mr. Blackstock- Yes; Mr. Barksdale-Yes; Mr. Hagerman-Yes; and Ms. Bowman-Yes. Mr. Harville’s motion was unanimously approved by the Board. Mr. Monday explained an invitation to bid on a roll off truck for the Pittsylvania County Landfill had been advertised on June 24, 2015. Bids were received and publicly opened on Wednesday, June 13, 2015 at 10:00 am. Eleven bids were received, with Virginia Truck Center as the apparent low bidder with a price of $135,504. Motion was made by Mr. Harville, seconded by Mr. Barber, to award the bid to Virginia Truck Center, as a cost of $125,504, noting the funds were already appropriated in the FY 2015/16 budget in the Landfill fund line item 520- 4-094110-8123. Mr. Harville’s motion was unanimously approved by the Board. Appointments Motion was made by Mr. Hagerman, seconded by Mr. Barber, to appoint Richard Coleman Shields as the Callands/Gretna District representative to the Road Viewers Board, filling the 01-02-2015 thru 01-04-2018 term left vacant by the resignation of Paul McGuire. The Board unanimously approved Mr. Hagerman’s motion. Motion was made by Mr. Snead, seconded by Mr. Barber, to appoint Kevin Barker as the Dan River Representative to the Road Viewers Board, filling the 11-21-2012 thru 11-20-2016 term left vacant by Thomas Barker. Mr. Snead’s motion was unanimously approved by the Board. Board Announcements Mr. Snead and Ms. Bowman reminded everyone of the State of the Region Breakfast on August 11, 2015 at 7:30 am at the Institute for Advanced Learning and Research. Adjournment Motion was made by Mr. Harville, seconded by Mr. Barber, to adjourn, which was unanimously approved by the Board. The meeting ended at 8:35 pm. _______________________________________ Brenda H. Bowman, Chair Pittsylvania County Board of Supervisors _______________________________________ Clarence C. Monday, Clerk Pittsylvania County Board of Supervisors