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03-01-2010 BOS Regular MeetingRegular Meeting Mazch 1, 2010 Pittsylvania County Board of Supervisors Monday, March 1, 2010 Regular Meeting VIRGINIA: The Regular meeting of the Pittsylvania County Board of Supervisors was held on Monday, March 1, 2010 in the General District Courtroom of the Edwin R. Shields Addition in Chatham, Virginia. Henry A. Davis, Chairman, called the meeting to order at 7:02 p.m. The following members were present: Tim Barber James Snead William H. Pritchett Marshall Ecker Coy E. Harville Fred M. Ingram Henry A. Davis, Jr. Tunstall District Dan River District Banister District Staunton River District Westover District Callands-Gretna District Chatham-Blairs District Mr. William D. Sleeper, County Administrator, Mr. John P. Light, Legal Counsel, and Ms. Rebecca Flippen, Deputy Clerk to the Board, were also present. Mr. Harville gave the invocation. Motion was made by Mr. Ecker, seconded by Mr. Barber, to approve the agenda with the following additions/removals: Additions: (1) EMS Billing (2) Resolution to VDOT on black topping the high school roads upon completion of renovation construction (3) Resolution -Timothy Peters (4) Recommendations from Finance Committee (5) Change Order-Reynolds-Clark; Whispering Pines Waterline (6) Funding/Planning District Commissions Removal: (1) Item # 17; Inmate Phone System Mr. Ecker's motion to approve the agenda with the additions/removal was unanimously approved by the Board. Citizen's Comment Period Ms. Joan Milan of the Dan River District, Ms. Ruth Milan of the Dan River District, and Mr. Scott Barker of the Dan River District all made comments concerning the very high electric bills received from Danville Utilities by citizens in Pittsylvania County, their experienced phone calls with Danville Utilities and all asked for the Board of Supervisors to help in any way possible. Mr. George Stanhope of the Callands-Gretna District thanked all of the Board of Supervisors for returning unspent bond school bond funds instead of spending them to help reduce the County's debt. This concluded the Citizen's Comment Period. Public Hearin Mr. Davis opened the public hearing at 7:24pm. Mr. Sleeper stated that there were four separate budget amendments presented to the Board of Supervisors at their adjourned meeting, February 16, 2010 that individually did not meet the 1 % public hearing requirement but could have been laid over for 10 days and been voted on at this meeting, March 1, 2010. However, collectively these four amendments did exceed the 1 % threshold and it was determined that a public hearing be set for the regular meeting, March 1, 2010. The advertisement requirements were met by publishing the notice in the Danville Register and Bee on Sunday, February 22, 2010, however; the advertisement did show an ambiguous date and therefore staff believed that this public hearing should be held tonight and adjourned to the March 16, 2010 adjourned meeting for additional public input before the Board of Supervisors approves these amendments. The only speaker signed up was Ms. Kathy Buck of the Callands-Gretna District and member of the Pittsylvania County Education Association. The Board allowed her to speak though her comments did not concern the public hearing at hand. Ms. Buck made comments and concerns about cuts and sacrifices in local education. No one else signed up to speak and Mr. Davis closed the public hearing at 7:32pm. Motion was made by Mr. Ecker, seconded by Mr. Snead, to adjourn the public hearing until the March 16, 2010 adjourned meeting of the Board of Supervisors. Reports, Requests, and Recommendations of the County Administrator Mr. Sleeper presented resolutions to the board requesting their approval and authorization to do all the necessary documentation for their submission for federal stimulus funds and earmark funds for repairs to the Moses Building, support for the waterline for Tunstall High/Middle Schools and a resolution of support for necessary cleanup work and upgrade at the Klopman Mills Plant in Hurt. Motion was made by Mr. Harville, seconded by Mr. Barber to approve resolutions 2010-03-04 and 2010-03-06 which would be submitted for federal stimulus funds and/or earmark funds and to Regular Meeting March 1, 2010 approve resolution 2010-03-07 for support of necessary cleanup work and upgrades at the Klopman Mill Plant in Hurt, Virginia. Mr. Harville's motion was unanimously approved by the Board. PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION 2010-03-OS WHEREAS, the County Administration Building (Moses Building) was constructed in 1939 with WPA funds; and WHEREAS, the County Administration Building (Moses Building) has serviced the citizens of Pittsylvania County for more than seventy years providing space for County Administrative offices, Constitutional Officers and services to the citizens; and WHEREAS, the years of public service has provided significant wear on the building such that significant improvements are necessary to insure the safe and energy efficient operation of the building in the future; and WHEREAS, the Honorable Tom Perriello, the Honorable Jim Webb and the Honorable Mark Warner have been requested to place earmark funding for the County Administration (Moses Building) in the 2011 Federal Budget; and WHEREAS, the Pittsylvania County Board of Supervisors are aware of the need for the improvements to this building; then BE IT HEREBY RESOLVED, that the Pittsylvania County Board of Supervisors respectfully requests the Virginia Representatives in Congress to provide the necessary earmarks as requested totaling $3 million for necessary energy efficient improvements to the County Administration (Moses Building) and authorize the County Administrator to sign all necessary documentation; and BE IT FURTHER RESOLVED, that a copy of this Resolution be forwarded to all Congressional Delegates requesting their support of this project. PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION 2010-03-06 WHEREAS, the Board of Supervisors, in cooperation with the State of Virginia and the Economic Development Administration, have provided a substantial base of support for water improvements to the western part of Pittsylvania County; and WHEREAS, these improvements have the ability of providing significant water service throughout Pittsylvania County; and WHEREAS, the County is currently providing expansion of this waterline service to the Stony Mill area; then WHEREAS, the Stony Mill Elementary School, Tunstall Middle School and Tunstall High School are all in need of public water and the elimination of the private well services at these educational facilities; then BE IT HEREBY RESOLVED, that the Pittsylvania County Board of Supervisors respectfully requests its Congressional Delegation to make the necessary earmarks and support for the application for water improvements for the Brosville and Dry Fork area servicing the Stony Mill Elementary School, Tunstall Middle School and Tunstall High School. PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION 2010-03-07 WHEREAS, the County Administration Building (Moses Building) was constructed in 1939 with WPA funds; and WHEREAS, the County Administration Building (Moses Building) has serviced the citizens of Pittsylvania County for more than seventy years providing space for County Administrative offices, Constitutional Officers and services to the citizens; and WHEREAS, the years of public service has provided significant wear on the building such that significant improvements are necessary to insure the safe and energy efficient operation of the building in the future; and WHEREAS, the Honorable Tom Perriello, the Honorable Jim Webb and the Honorable Mark Warner have been requested to place earmark funding for the County Administration (Moses Building) in the 2011 Federal Budget; and WHEREAS, the Pittsylvania County Board of Supervisors are aware of the need for the improvements to this building; then BE IT HEREBY RESOLVED, that the Pittsylvania County Board of Supervisors respectfully requests the Virginia Representatives in Congress to provide the necessary earmarks as requested totaling $3 million for necessary energy efficient improvements to the County Administration (Moses Building) and authorize the County Administrator to sign all necessary documentation; and BE IT FURTHER RESOLVED, that a copy of this Resolution be forwarded to all Congressional Delegates requesting their support of this project. PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION 2010-03-06 Regular Meeting March 1, 2010 WHEREAS, the Board of Supervisors, in cooperation with the State of Virginia and the Economic Development Administration, have provided a substantial base of support for water improvements to the western part of Pittsylvania County; and WHEREAS, these improvements have the ability of providing significant water service throughout Pittsylvania County; and WHEREAS, the County is currently providing expansion of this waterline service to the Stony Mill area; then WHEREAS, the Stony Mill Elementary School, Tunstall Middle School and Tunstall High School are all in need of public water and the elimination of the private well services at these educational facilities; then BE IT HEREBY RESOLVED, that the Pittsylvania County Board of Supervisors respectfully requests its Congressional Delegation to make the necessary earmarks and support for the application for water improvements for the Brosville and Dry Fork area servicing the Stony Mill Elementary School, Tunstall Middle School and Tunstall High School. PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION 2010-03-07 WHEREAS, Klopman Mills, a division of Burlington Industries, had operated a textile facility in Pittsylvania County for almost 50 years; and WHEREAS, the International Textile Group has closed their facility and has the property available for development; and WHEREAS, there is a number of environmental issues and economic development needs that must be developed in order to make this property marketable and to provide necessary services for water and sewer to local towns and surrounding county; then BE IT HEREBY RESOLVED, that the Pittsylvania County Board of Supervisors respectfully requests its Congressional Delegation to place the necessary earmarks and/or support for the grants currently on record for the necessary environmental improvements and economic development improvements of the Klopman Mills Plant in Hurt, Virginia, totaling $3.4 million. Matters Presented by the Board Mr. Ecker reminded everyone about GED Week and information pertaining to free testing could be found on the County's webpage. He also reminded everyone of the March 11th meeting in Richmond concerning the Uranium Mining Symposium. Mr. Harville suggested putting the proposed budget online on the County's webpage. Mr. Ingram asked that a Fire & Rescue Policies and Procedures meeting be set up for Monday, March 8, 2010 at 7pm. Mr. Snead stated for the record, he did not like the new format for the Board meeting agendas. Mr. Davis stated that the new CEO for Danville Regional Hospital, Eric Deaton, wanted to talk with each Board of Supervisor member. Unfinished Business At the February 16, 2010 meeting of the Board of Supervisors, a motion was made by Mr. Coy E. Harville, seconded by Mr. Tim Barber, to approve the Comprehensive Services Act (CSA) amendment for 2010 for $1,953,216, with a local share of $197,837.46. This appropriation was on a 10-day layover as was the expenditure refunds for January 2010. Both items were also in the notice for public that was adjourned until the March 16, 2010 meeting. Motion was made by Mr. Ecker, seconded by Mr. Harville to appropriate $73,687.46 to the jail budget from the Jail Operation Fund and to approve the elimination of the 313 Account, Jail Operations Fund. Mr. Ecker's motion was unanimously approved by the Board. Consent Agenda Motion was made by Mr. Ingram, seconded by Mr. Harville, to approve the Consent Agenda along with the following changes to the minutes: 1. Correct typographical error of Mr. Barber's name in paragraph 7 of page 48 of the Board Packet; 2. P. 40, last paragraph should state "The owner of any property accepted into the land use classification as provided for in this Chapter shall annually recert~ to the Commissioner of Revenue on forms provided by the locality... " 3. P. 46; line 1 should read, "Mr. Light stated that in his opinion although it was a close question, everything proposed probably met the criteria of the State Code... " 4. Page 46, line 14; Commissioner of Revenue should be "locality" Mr. Ingram's motion was unanimously approved by the Board. New Business Motion was made by Mr. Harville, seconded by Mr. Snead, to approve the new fiscal agent service agreement with the Comprehensive Planning Management Board (CPMB) and authorize the Regular Meeting March 1, 2010 County Administrator to sign on behalf of Pittsylvania County, which was unanimously approved by the Board. Motion was made by Mr. Ecker, seconded by Mr. Harville, to amend the Commonwealth Attorney's budget and appropriate $3,715 to Collection Salaries (100-4-022100-1301), $285 to FICA(100-4-022100-2100) and $1,000 to Collection Supplies (100-4-022100-6014) from the Delinquent Fines Revenue (100-3-000000-140102). The following roll call vote was recorded: Mr. Barber-yes; Mr. Snead- yes; Mr. Pritchett-yes; Mr. Ecker-yes; Mr. Harville-yes and Mr. Davis-yes. Mr. Ecker's motion was unanimously approved by the Board. No action was taken concerning the development of a scope of service with the Pittsylvania County Service Authority (PCSA) for a Water & Sewer Master Plan update to include the Brosville/Dry Fork Extension. Mr. Harville stated that the Town of Chatham and their waterworks people have an upcoming meeting with the PCSA near the end of March and for Mr. Sleeper to contact Benny Snead from the PCSA, and stated the Board members should also attend this meeting. Motion was made by Mr. Snead, seconded by Mr. Pritchett, to amend the Jail's budget and appropriate $625,000 to line item 100-4-033100-3174 (Board of Prisoners-External) from unappropriated surplus. This required a 10-day layover. Mr. Barber stated he had received numerous complaints from people concerning the abnormally high electric bills received from Danville Utilities. He stated that his own utility bill increased dramatically once the new meters were installed by Danville Utilities. Motion was made by Mr. Barber, seconded by Mr. Snead, for the County Administrator to send a letter to the Danville Utilities Commission and asked that a representative from them come to a Board meeting, which was unanimously approved by the Board. Mr. Ecker, Mr. Harville, Mr. Davis and Mr. Barber made the following declaration: Each was a member of a group of 3 or more who were affected by the transaction, that he is able to participate in the transaction fairly, objectively, and in the public interest, and made his declaration orally to be recorded in written minutes of his agency or filed a signed written declaration with the clerk or administrative head of this governmental agency, and retained and will make available for public inspection such declaration for a period of five years from the date of recording or receipt. Mr. Ekker then made a motion, seconded by Mr. Ingram to approve the current Open Space Agreement. A substitute motion was made by Mr. Snead, seconded by Mr. Harville, to table this issue until the Board's Work Session. The following vote was recorded for the substitute motion: Mr. Snead-yes; Mr. Pritchett-yes; Mr. Ecker-no; Mr. Harville-yes; Mr. Barber-Yes; and Mr. Davis- No. Mr. Snead's substitute motion passed by a 5-2 majority vote and the issue was tabled until the Board's Work Session. Motion was made by Mr. Ingram, seconded by Mr. Harville, to reject all bids received on Fecheimer Brand Uniforms for the Sheriff's Department and authorize the Purchasing Department to rebid and look at another brand of uniforms, based on the Sheriff s request as on the only bidder on this brand of uniform was too high and not within budget constraints. Mr. Ingram's motion was unanimously approved by the Board. Motion was made by Mr. Ingram, seconded by Mr. Harville, to authorize the County Administrator to begin the process of closure of SR 9321, the former school access road to the Callands Elementary School for .20 of a mile and authorize the County Administrator to sign all necessary correspondence to the Department of Transportation and the Game and Inland Fisheries on this abandonment. Mr. Davis stated he would have to abstain from voting due to a conflict of interest since he has had business dealings with a party interested in purchasing property that would be adjacent to this road. Mr. Ingram's motion passed with a majority vote of the Board, with Mr. Davis abstaining. Added Items Motion was made by Mr. Barber, seconded by Mr. Harville, to approve a resolution commending Timothy Peters on his Daytona win in the NASCAR Camping World Truck Series and authorize its presentation to Mr. Peters. Mr. Barber's motion was unanimously approved by the Board. PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION 2010-03-04 WHEREAS, Timothy Peters is a native son of Pittsylvania County born in Danville, Virginia on August 29, 1980; and WHEREAS, Timothy Peters attended Whitmell Elementary School until his family moved to Providence, North Carolina; and WHEREAS, Timothy Peters began racing at the age of eight years old. He has been racing for twenty-two years which lead to his NASCAR career beginning in the Craftsman Truck Series in 2005; wherein, his first truck race was the 2005 Kroger 250 at Martinsville Speedway. In 2009, Timothy Peters won the Kroger 200 at the Martinsville Speedway; and Regular Meeting March 1, 2010 WHEREAS, Timothy Peters took the checkered flag and finished first in the 2010 NextEra Energy Resources 250 at Daytona Beach, Florida which places him in to one of the Top Ten Drivers in the NASCAR Camping World Truck Series; then BE IT HEREBY RESOLVED, that the Pittsylvania County Board of Supervisors expresses the pride and admiration of all of the citizens of Pittsylvania County for their Pittsylvania County Son, Timothy Peters in his outstanding performance in the NASCAR Camping World Truck Series and his current win in the 2010 NextEra Energy Resources 250 at the Dayton International Speedway; and BE IT FUTHER RESOLVED, that the Pittsylvania County Board of Supervisors directs that a copy of this Resolution be presented to Timothy Peters on the behalf of the citizens of Pittsylvania County expressing their pride, admiration and support for his outstanding performance and the confidence that the citizens of Pittsylvania County will be behind Timothy Peters for the remainder of his season and future career. Motion came from the Finance Committee to approve Resolution 2010-03-02, bond resolution, to issue the 2010B and 2010B Series Bonds to refund 2010A and 2001 B in the amount of $34,500,000, and authorize the County Administrator to use case 1 for the 2001B as a running option; re-issuing the bonds in order to reduce the interest rates. The following roll call vote was recorded: Mr. Ingram-Yes; Mr. Harville-Yes, Mr. Ecker-Yes; Mr. Barber-Yes; Mr. Snead-Yes; Mr. Pritchett- yes; and Mr. Davis-Yes. Motion was unanimously approved by the Board. PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION 2010-03-02 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UP TO $QOQO IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION SCHOOL REFUNDING NOTES, SERIES 2010A AND GENERAL OBLIGATION SCHOOL REFUNDING BONDS, SERIES 2010B OF PITTSYLVANIA COUNTY, VIRGINIA, AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF 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 "Boazd") 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. The County has previously issued its $20,000,000 General Obligation School Notes, Series 2008A (the "Series 2008A Notes") and its $18,625,000 General Obligation School Bonds, Series 2001B (the "Series 2001B Bonds" and together with the Series 2008A Notes, the "Prior Bonds"). The issuances of the Prior Bonds were approved by referenda held by the County. The County has determined that it is advisable to issue refunding bonds to (a) refund i the outstanding principal balance of the Series 2008A Notes (the "Series 2008A Refunded Notes") and (ii) 11 or a portion of the outstanding nrincinal balance of the Series 2001B Bonds (the "Series 2001B Refunded Bonds" and, together with the Series 2008A Refunded Notes, the "Refunded Prior Bonds") and (b) pay the costs of issuance. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA: Section 1. Authorization, Issuance and Sale. There is hereby authorized to be issued and sold, pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, as amended, Chapter 26, Title 15.2, Code of Virginia of 1950, as amended (the "Act"), general obligation school refunding notes and general obligation school refunding bonds of the County in the maximum aggregate principal amount of $.500.000 to refund the Refunded Prior Bonds and to pay the costs incurred in connection with issuing such notes and bonds. The Boazd hereby elects to issue such notes and bonds under the provisions of the Act. Section 2. Note and Bond Details. The notes to be issued under Section 1 shall be designated "General Obligation School Refunding Notes, Series 2010A" (the "Series 2010A Notes"), shall be dated the date of their issuance, shall be issued in fully registered form, in denominations of $5,000 and multiples thereof, and shall be numbered RA-1 and upwards. Interest on the Series 2010A Notes shall be payable semiannually on each January 15 and July I5, commencing January 15,2Q11 and continuing through maturity, unless other semiannual dates are approved by the County Administrator. The Board authorizes the issuance and sale of the Series 2010A Notes to Davenport & Company LLC, or its successors (the "Underwriter") on such terms as shall be satisfactory to the County Administrator; provided, that the Series 2010A Notes (a) shall not have an original aggregate principal amount that exceeds twenty-one million and 00/100 dollars ($21,000,000); (b) shall have a true or "Canadian" interest cost not to exceed 4.50% per yeaz, taking into account any original issue discount or premium; (c) shall be sold initially at a purchase price (exclusive of original issue discount or premium) of not less than 98.00% of the original aggregate principal amount thereof; and (d) shall have a weighted average maturity of no more than four (4) yeazs. The bonds to be issued under Section 1 shall be designated "General Obligation School Refunding Bonds, Series 2010B" (the "Series 2010B Bonds" and, together with the Series 2010A Notes, the "Bonds" as the context may require), shall be dated their date of issuance, shall be in fully registered form, in denominations of $5,000 and multiples thereof, and shall be numbered RB-1 and upwazds. Interest on the Series 2010B Bonds shall be payable on September 1, 2010 and semiannually thereafter on each Mazch 1 and Regulaz Meeting Mazch 1, 2010 September 1 continuing through maturity, unless other semiannual dates are approved by the County Administrator. The Boazd authorizes the issuance and sale of the Series 2010B Bonds to the Underwriter on such terms as shall be satisfactory to the County Administrator, including such maturities and sinking fund provisions as the County Administrator shall designate; provided, that the Series 2010B Bonds (a) shall not have an original aggregate principal amount that exceeds thirteen million five hundred thousand and 00/100 dollars ($1 .500.000); (b) shall have a true or "Canadian" interest cost not to exceed 5.00% per yeaz, taking into account any original issue discount or premium; (c) shall be sold initially at a purchase price (exclusive of original issue discount or premium) not less than 98.00% of the original aggregate principal amount thereof; and (d) shall have a weighted average maturity of no more than twenty (20) yeazs. Principal and premium, if any, shall be payable to the registered owners upon surrender of the Bonds as they become due at the designated corporate trust office of the Registrar, as defined below. Interest shall be payable by check or draft mailed to the registered owners at their addresses as they appeaz on the registration books kept by the Registrar (i) with respect to the Series 2010A Notes, as of the close of business on the first day of the month in which each interest payment date occurs and (ii) with respect to the Series 2010B Bonds, as of the close of business on the fifteenth day of the month preceding each interest payment date. In case the date of maturity or redemption of the principal of any of the Bonds or an interest payment date shall be a date on which banking institutions are authorized or obligated by law to close at the place where the designated corporate trust office of the Registrar is located, then payment of principal and interest need not be made on such date, but may be made on the next succeeding date which is not such a date at the place where the designated corporate trust office of the Registrar is located, and if made on such next succeeding date no additional interest shall accrue for the period after such date of maturity or redemption or interest payment date. Principal, premium, if any, and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be calculated on the basis of a 360-day yeaz with twelve 30-day months. Each Series 2010A Note shall beaz interest from the interest payment date next preceding the date on which it is authenticated, unless such Series 2010A Note is (a) authenticated before ~ 15, ~ in which case it will bear interest from its date of issuance, or (b) authenticated upon an interest payment date or after the record date with respect thereto, in which case it will beaz interest from such interest payment date (unless payment of interest thereon is in default, in which case interest on such Series 2010A Note shall be payable from the date to which interest has been paid). Each Series 2010B Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless such Series 2010B Bond is (a) authenticated before September 1, 2010, in which case it will bear interest from its date of issuance, or (b) authenticated upon an interest payment date or after the record date with respect thereto, in which case it will bear interest from such interest payment date (unless payment of interest thereon is in default, in which case interest on such Series 2010B Bond shall be payable from the date to which interest has been paid). Section 3. Book-Entry Svstem. Initially, one certificate for each maturity of 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 executed a Blanket Issuer Letter of Representations (the "Letter of Representations") relating to a book-entry system to be maintained by DTC with respect to certain securities issued by the County, including the Bonds. As used herein, the term "Securities Depository" shall mean DTC or any other securities depository for the Bonds appointed pursuant to this Section 3. 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 Registraz and the County, or (b) the County in its sole discretion determines (i) to select a new Securities Depository or (ii) that beneficial owners of Bonds shall be able to obtain certificated Bonds, then the County Administrator shall, at the direction of the County, attempt to locate another qualified securities depository to serve as Securities Depository or arrange for the authentication and delivery of certificated Bonds to the beneficial owners or to the Securities Depository's participants on behalf of beneficial owners, substantially in the form provided for in Exhibit A or Exhibit B attached hereto, as appropriate. In delivering certificated Bonds, the County Administrator shall be entitled to rely on the records of the Securities Depository as to the beneficial owners or the records of the Securities Depository's participants acting on behalf of beneficial owners. Such certificated Bonds will then be registrable, transferable and exchangeable as set forth in Section 8. 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 Letter of Representations, such provisions of the Letter of Representations, except to the extent set forth in this pazagraph and the next preceding pazagraph, shall control. Section 4. Redemption Provisions. (a) Optional Redemption. The Series 2010A Notes will be subject to optional redemption on and after ~ 15, 2012. or on or after such eazlier date as is determined to be advisable at the time of pricing. Such determination shall be conclusively evidenced by the execution and delivery of the Series 2010A Notes. On and after the date on which the Series 2010A Notes aze subject to optional redemption, Regular Meeting March 1, 2010 the Series 2010A Notes shall be subject to redemption at the option of the County, in whole or in part at any time, upon payment of 100% of the principal amount of the Series 2010A Notes to be redeemed plus interest accrued and unpaid to the redemption date. The Series 2010B Bonds will be subject to optional redemption, in whole or in part at any time, at the option of the County, no later than ten and one-half years after their date of issuance (or such shorter period as is determined to be advisable at the time of pricing) and upon payment of 100% of the principal amount of the Series 2010B Bonds to be redeemed plus interest accrued and unpaid to the redemption date and at a redemption premium (if any) not in excess of two percent (2%) per annum. The Boadd authorizes the County Administrator, subject to the preceding paragraphs, to determine (1) the dates on which and redemption prices at which the Bonds may be optionally redeemed, and (2) whether the issuance of any term bonds would be beneficial to the County. (b) Mandatory Sinking Fund Redemption. Any term Series 2010B Bonds may be subject to mandatory sinking fund redemption as determined by the County Administrator. If there are any term Series 2010B Bonds, on or before the 70th day next preceding any mandatory sinking fund redemption date, the County may apply as a credit against the County's mandatory sinking fund redemption obligation for any Series 2010B Bonds maturing on such date, Series 2010B Bonds that previously have been optionally redeemed or purchased and canceled or surrendered for cancellation by the County and not previously applied as a credit against any mandatory sinking fund redemption obligation for such Series 2010B Bonds. Each such Series 2010B Bond so purchased, delivered or previously redeemed shall be credited at 100% of the principal amount thereof against the principal amount of the Series 2010B Bonds required to be redeemed on such mandatory sinking fund redemption date. Any principal amount of Series 2010B Bonds so purchased, delivered or previously redeemed in excess of the principal amount required to be redeemed on such mandatory sinking fund redemption date shall similazly reduce the principal amount of the Series 2010B Bonds to be redeemed on future mandatory sinking fund redemption dates, as selected by the County Administrator. (c) Bonds Selected for Redem tion. If less than all of the Bonds of either series are called for optional redemption, the maturities of the Bonds to be redeemed shall be selected by the County Administrator in such manner as he may determine to be in the best interest of the County. If less than all the Bonds of any maturity of either series aze called for redemption, the Bonds of that maturity and series 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 Registraz 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. If a portion of a Bond is called for redemption, a new Bond of the same series and maturity in principal amount equal to the unredeemed portion thereof will be issued to the registered owner upon the surrender thereof. (d) Notice of Redemption. The County shall cause notice of the call for redemption identifying the Bonds or portions thereof to be redeemed to be sent by facsimile transmission, registered or certified mail, or overnight express delivery, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, to DTC or its nominee as the registered owner of the Bonds or, if the book-entry system is discontinued, by registered or certified mail to the registered owners of the Bonds to be redeemed. Section 5. Execution and Authentication. The Bonds shall be signed by the manual or facsimile signature of the Chairman or Vice Chairman of the Boadd and the Board's seal shall be affixed thereto or a facsimile thereof printed thereon and attested to by the manual or facsimile signature of the Clerk or Deputy Clerk of the Board; provided, that no Bond shall be valid until it has been authenticated by the manual signature of an authorized representative of the Registraz and the date of authentication noted thereon. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond shall cease to be such officer before the delivery of a Bond, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery. Any Bond may bear the facsimile signature of or may be signed by such persons as at the actual time of the execution thereof shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. Section 6. Forms of Bonds. The Series 2010A Notes shall be in substantially the form set forth in Exhibit A attached hereto. The Series 2010B Bonds shall be in substantially the form set forth in Exhibit B attached hereto. Section 7. Pledge of Full Faith and Credit. The full faith and credit of the County are irrevocably pledged for the payment of principal of, premium, if any, and interest on the Bonds. Unless other funds aze lawfully available and appropriated for timely payment of the Bonds, the County 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 the principal of, premium, if any, and interest on the Bonds, as the same become due Section 8. Registration. Transfer and Owners of Bonds. The Boadd hereby authorizes the County Administrator to select the paying agent and registraz for the Bonds (the "Registraz"). The Registraz shall maintain registration books for the registration of the Bonds. Upon surrender of any Bonds at the designated corporate trust office of the Registraz, 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 Registraz, the County shall execute, and the Registrar shall authenticate and deliver in exchange, a new Bond or Bonds of the same series 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 his duly authorized attorney or legal representative. Any such exchange shall be at the expense of the County, except that the Registraz may charge the person requesting such exchange the amount of any tax or other governmental charge required to be paid with respect thereto. New Bonds delivered unon anv transfer or exchanee shall be valid oblieations of the County. evidencine the same debt as the Bond Regular Meeting Mazch 1, 2010 uurendered. shall be secured by this Resolution and entitled to all of the security and benefit hereof to the same extent as the Bonds surrendered. The Registraz 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 date indicated in Section 2 above. Section 9. Sale of Bonds; Bond Purchase Agreement. The Boazd approves the following terms of the sale of the Bonds. The Boazd hereby determines that it will be in the best interests of the County to sell the Bonds to the Underwriter through a negotiated underwriting. The Boazd authorizes the ounty Administrator, in collaboration with the Underwriter. to (al determine the principal amount of the B nds. subiect to the limitations set forth in Section 2. (bl determine the maturity schedule of the Bonds. subiect e limitations set forth in Section 2. (c1 establish the redemption provisions. if anv. for the Bonds: provided. hat the Bonds shall be subiect to optional redemption no later and at no hieher premiums (if anvl than set forth in Section 4. and (dl in accordance with Section 15. determine whether. and to what extent. to refund some or 11 of the outstandine Series 2001B Bonds. Prior to the sale of the Bonds. the Countv Administrator. in collaboration with the Underwriter, may chance the dated date of the Bonds to facilitate the sale and delivery of the Bonds. The terms of the negotiated sale shall be set forth in a Bond Purchase Agreement between the County and the Underwriter to be dated on or about the date of the sale of the Bonds (the "Bond Purchase Agreement"). The Bonds will be awazded and sold to the Underwriter in accordance with the terms of the Bond Purchase Agreement, subject to the pazameters set forth in this Resolution. The County Administrator is authorized and directed to prepare or review the form of the Bond Purchase Agreement, and the County Administrator and the Chairman and Vice Chairman of the Board, any of whom may act, aze each authorized to execute and deliver the Bond Purchase Agreement on behalf of the County. The Boazd hereby ratifies and approves all actions taken by the County Administrator and his staff prior to the date of the adoption of this Resolution in connection with soliciting and evaluating alternatives for the sale of the Bonds. Section 10. Official Statement. The use and distribution of a Preliminary Official Statement, dated the date of its distribution (the "Preliminary Official Statement"), in substantially the form made available to the Boazd, and the use and distribution of an Appendix to the Preliminary Official Statement describing the County, aze hereby authorized and approved. The Preliminary Official Statement, including such Appendix, aze to be completed and "deemed final" by the County Administrator as of its date, within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), except for the omission from the Preliminary Official Statement of such pricing and other information permitted to be omitted pursuant to the Rule. The delivery of the Preliminary Official Statement to the Underwriter shall be conclusive evidence that it has been deemed fmal as of its date by the County Administrator, except for the omission of such pricing and other information. The County Administrator 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 fmal Official Statement (the "Official Statement"). The County Administrator shall arrange for the delivery to the Underwriter of a reasonable number of copies of the Official Statement, within seven (7) 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. The County Administrator and the Chairman and Vice Chairman of the Board, any of whom may act, are each authorized, on behalf of the County, to deem the Official Statement to be fmal as of its date within the meaning of the Rule. The County Administrator and the Chairman and Vice Chairman of the Boazd, any of whom may act, aze each authorized and directed to execute the Official Statement, which execution shall be conclusive evidence that the Official Statement has been deemed final. Section 11. Continuing Disclosure. Under the Rule, the County will be required to provide certain annual reports and certain reports of extraordinary events to certain nationally recognized municipal securities information repositories, among others. These requirements will be set forth in a Continuing Disclosure Certificate to be given by the County (the "Continuing Disclosure Certificate"), evidencing conformity with certain provisions of the Rule, a copy of which Continuing Disclosure Certificate will be appended to the Bond Purchase Agreement. The execution, delivery, use, and distribution of the Continuing Disclosure Certificate aze hereby authorized and approved. The County Administrator is authorized and directed to prepaze or review the form of the Continuing Disclosure Certificate, and the County Administrator and the Chairman and Vice Chairman of the Board, any of whom may act, aze authorized to execute and deliver the Continuing Disclosure Certificate on behalf of the County. The County hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the County to comply with the Continuing Disclosure Certificate shall not be considered a default under this Resolution or the Bonds; provided, that any holder of the Bonds, including owners of beneficial interests in the Bonds, may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the County to comply with its obligations under this Section 11 and the Continuing Disclosure Certificate. Section 12. Preaaration and Delivery of Bonds. After the Bond Purchase Agreement has been executed and delivered on behalf of the County, the Chairman, the Vice Chairman, the Clerk and Deputy Clerk of the Boazd aze each authorized and directed to take all proper steps to have the Bonds prepared, executed and authenticated in accordance with their terms and to deliver the Bonds to the Underwriter upon payment therefor. Section 13. Arbitrage Covenants. (a) No Composite Issue. 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 Regulaz Meeting March 1, 2010 obligations as the Bonds within the meaning of the Internal Revenue Code of 1986, as amended, including regulations issued pursuant thereto (the "Code"). (b) No Arbitrage Bonds. 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 which 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 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. Section 14. Non-Arbitrage Certificate and Elections. Such officers of the County as may be requested aze authorized and directed to execute an appropriate certificate setting forth 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 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 and elections shall be in such form as may be requested by bond counsel for the County. The County shall comply with any covenants set forth in such certificate regarding the use and investment of the proceeds of the Bonds. Section 15. Escrow Agreement and Refunding of the Refunded Prior Bonds. The Board hereby authorizes the optional redemption of the Series 2008A Refunded Notes and of the Series 2001B Refunded Bonds The County Administrator is authorized to work with the Underwriter to determine which maturities of the Series 2001B Bonds will be refunded. They may base such deci ions on such factor as they h 11 determine to be in the best interest of the County but the Series 2010B Bonds shall not be issued unless the combined net present value debt service savines to the County from the portion of the Series 2001B Bonds eing refunded will be at least two percent (2.00%). The execution and delivery of an Escrow Deposit Agreement (the "Escrow Agreement"), between the County and an escrow agent to be selected by the County Administrator (the "Escrow Agent"), aze hereby approved. The Chairman of the Boazd and the Vice Chairman of the Board and the County Administrator, any of whom may act, are each hereby authorized and directed to execute and deliver the Escrow Agreement. There is hereby created by the County a trust fund to be designated the "Pittsylvania County Escrow Fund" (the "Escrow Fund") and held by the Escrow Agent pursuant to the Escrow Agreement. The County shall irrevocably deposit in the Escrow Fund an amount of proceeds received by the County from the sale of the Bonds which will be sufficient to provide (taking into account investment earnings or not taking them into account in the discretion of the County) for the payment of the principal of and interest on the Refunded Prior Bonds. Amounts deposited in the Escrow Fund will not be invested or will be invested only in non-callable, direct obligations of the United States of America. The County Administrator is authorized to file applications for State and Local Government Series ("BEGS") securities for the escrow and take whatever other actions are considered necessary for the refunding of the Refunded Prior Bonds. The principal;_premium and interest due on the Prior Refunded Bonds will be paid as and when due from the Escrow Fund, and the County Administrator is authorized to establish the redemption dates subject to the limitations set forth in the Prior Refunded Bonds. The principal amount of the Bonds does not exceed the amount necessary to retire the Refunded Prior Bonds, including costs of issuance of the Bonds. There are currently no sinking, escrow or other funds which aze available for the payment of principal of and interest on the Refunded Prior Bonds. Section 16. Limitation on Private Use; No Federal Guaranty. The County covenants that it shall not permit the proceeds of the Bonds to be used in any manner that would result in (a) ten percent (10%) or more of such proceeds being used in a trade or business cazried on by any person other than a state or local governmental unit, as provided in Section 141(b) of the Code, (b) five percent (5%) or 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) five percent (5%) or more of such proceeds being used directly or indirectly to make or fmance loans to any persons other than a state or local governmental unit, as provided in Section 141(c) of the Code; provided, 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. The County represents and agrees that the Bonds are not and will not be "federally guaranteed," as such term is used in Section 149(b) of the Code. No portion of the payment of principal of or interest on the Bonds is or will be guaranteed, directly or indirectly, in whole or in part by the United States or an agency or instrumentality thereof. Section 17. Discharge upon Payment of Bonds. The Bonds may be defeased, as permitted by the Act. Any defeasance of the Bonds, as permitted by the Act, shall not release the County or the Registraz from its obligations hereunder to register and transfer Bonds or release the Registrar from its obligations to pay the principal of and interest on the Bonds as contemplated herein until the date all of the Bonds are paid. In addition, such defeasance shall not terminate the obligations of the County under Sections 13 and 16 until the date all of the Bonds are paid. Section 18. Other Actions. All other actions of the Supervisors, officers, staff, and agents of the County in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Bonds aze approved and confirmed. The officers and staff of the County aze 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. Regular Meeting March 1, 2010 Section 19. Limitation of Liability of Officials of the County. No covenant, condition, agreement or obligation contained herein shall be deemed to be a covenant, condition, agreement or obligation of a Supervisor, officer, employee or agent of the County in his or her individual capacity, and no officer of the County executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No Supervisor, officer, employee, or agent of the County shall incur any personal liability with respect to any other action taken by him or her pursuant to this Resolution, provided he or she acts in good faith. Section 20. Contract with Holders of Bonds. The provisions of this Resolution shall constitute a contract between the County and the holders of the Bonds for so long as any of the Bonds are outstanding. Notwithstanding the foregoing, this Resolution may by amended by the County in any manner that does not, in the opinion of the County and the Registrar, materially adversely affect the holders of the Bonds or the Registraz. Section 21. R_ epeal of Conflicting Resolutions. All resolutions or parts of resolutions in conflict herewith aze repealed. Section 22. Effective Date. This Resolution shall take effect immediately upon its adoption. The Clerk and any Deputy Clerk of the Board aze hereby authorized and directed to see to the immediate filing of a certified copy of this Resolution with the Circuit Court of Pittsylvania County, Virginia. Adopted: Mazch 1, 2010 Exhibit A - Form of Series 2010A Notes Exhibit B -Form of Series 2010B Bonds 1757700v3 223160.000019 EXHIBIT A REGISTERED No. RA-1 REGISTERED UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA COUNTY OF PITTSYLVANIA General Obligation School Refunding Notes, Series 2010A INTEREST RATE MATURITY DATE DATED DATE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: July 15, 2013 , 2010 Pittsylvania County, Virginia (the "County"), for value received, promises to pay, upon surrender hereof, to the Registered Owner stated above, or registered assigns or legal representative, the Principal Amount stated above on the Maturity Date stated above, subject to prior redemption as hereinafter provided, and to pay interest hereon at the Interest Rate per year stated above from the Dated Date stated above semiannually on each January 15 and July 15, commencing ~anua~l5, 2011 and continuing through maturity. Principal, premium, if any, and interest aze payable in lawful money of the United States of America through as registraz and paying agent (the "Registrar"). Interest shall be payable by check or draft mailed to the Registered Owner, determined as of the close of business on the first day of the month in which each interest payment date occurs, at its address as it appeazs on the registration books kept for that purpose at the designated corporate trust office of the Registraz. Principal shall be payable upon presentation and surrender of this bond to the Registrar. If this note is held by or for The Depository Trust Company or other entity acting as a securities depository (the "Securities Depository"), all payments of principal, redemption premium, if any, and interest shall be paid by wire transfer pursuant to the most recent wire instructions received by the Registraz from such Securities Depository and all redemptions or prepayments of principal may be made without presentation of this note to the Registrar if such Securities Depository makes a notation on the schedule attached hereto. This note shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless this note is (a) authenticated before nu 15, 2011. in which case it shall bear interest from the Dated Date stated above or (b) authenticated upon an interest payment date or after the record date with respect thereto, in which case it shall beaz interest from such interest payment date; provided, that if at the time of authentication of this note interest is in default, this note shall bear interest from the date to which interest has been paid. Interest shall be calculated on the basis of a 360-day yeaz with twelve 30-day months. In case the date of maturity or redemption of the principal of this note or an interest payment date shall be a date on which banking institutions aze authorized or obligated by law to close at the place where the designated corporate trust office of the Registrar is located, then payment of principal and interest need not be made on such date, but may be made on the next succeeding date which is not such a date at the place where the designated corporate trust office of the Registraz is located, and if made on such next succeeding date no additional interest shall accrue for the period after such date of maturity or redemption or interest payment date. This note is one of an issue of $ General Obligation School Refunding Notes, Series 2010A (the "Notes"), and is issued pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, as amended. The Notes refund the County's General Obligation School Notes, Series 2008A (the "Prior Notes") that were approved by the qualified voters of the Regulaz Meeting March 1, 2010 County at an election on November 6, 2007. Simultaneously with the issuance of the Notes, the County is issuing its General Obligation School Refunding Bonds, Series 2010B (the "Bonds"). The Notes and the Bonds were authorized by a resolution adopted by the Board of Supervisors of Pittsylvania County, Virginia on March 1, 2010 (the "Resolution"). The proceeds of the Notes will be used to refund the Prior Notes and pay costs of issuance. The Notes aze not subject to optional redemption prior to , 20 On or after 20_, the Notes aze subject to redemption prior to maturity at the option of the County, in whole or in part (in integral multiples of $5,000) at any time upon payment of 100% of the principal amount of the Notes to be redeemed plus interest accrued and unpaid to the redemption date. If less than all of the Notes are called for optional redemption, the maturities of the Notes to be redeemed shall be selected by the County Administrator in such manner as he may determine to be in the best interest of the County. If less than all the Notes of a particulaz maturity are called for redemption, the Notes 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 Registraz by lot in such manner as the Registrar in its discretion may determine. In either case, (a) the portion of any Notes to be redeemed shall be in the principal amount of $5,000 or some integral multiple thereof and (b) in selecting the Notes for redemption, each Note shall be considered as representing that number of the Note 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 Notes or portions thereof to be redeemed to be sent by facsimile transmission, registered or certified mail, or overnight express delivery, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, to the Securities Depository or its nominee as the Registered Owner of the Notes or, if the book-entry system is discontinued, by registered or certified mail to the Registered Owners of the Notes to be redeemed. The full faith and credit of the County are irrevocably pledged for the payment of principal of, premium, if any, and interest on this Notes. 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 Note have happened, exist, and have been performed 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 Boazd of Supervisors of Pittsylvania County, Virginia, has caused this note to be issued in the name of Pittsylvania County, Virginia, to be signed by its Chairman or Vice Chairman, its seal to be affixed hereto and attested by the signature of its Clerk or Deputy Clerk and this note to be dated , 2010. (SEAL) ATTEST: Clerk, Board of Supervisors Chairman, Boazd of Supervisors of Pittsylvania County, Virginia of Pittsylvania County, Virginia AUTHENTICATION DATE: CERTIFICATE OF AUTHENTICATION This note is the Note described in the within mentioned Resolution. as Registraz By Authorized Representative ASSIGNMENT FOR VALUE RECEIVED the undersigned sell(s), assign(s), and transfer(s) unto (Please print or type name and address, including postal zip code, of Transferee) the within note and all rights thereunder, hereby irrevocably constituting and appointing Attorney, to transfer said note on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the (Signature of Registered Owner) Securities Transfer Agent's Medallion NOTICE: The signature above must Program ("STAMP") or similaz program. correspond with the name of the Registered Owner as it appeazs on the front of this note in every particular, without alteration or enlargement or any change whatsoever. [FORM FOR ACKNOWLEDGMENT OF PREPAYMENTS OR REDEMPTIONS -- MAY BE USED BY ANY SECURITIES DEPOSITORY] Regular Meeting Mazch 1, 2010 CERTIFICATE OF PREPAYMENTS OR REDEMPTIONS The Principal Amount of this note shall be reduced by an amount equal to the aggregate of prepayments or redemptions noted hereunder. All prepayments or redemptions shall be certified hereunder by an authorized representative of the Securities Depository which is the nominal owner of this note, and such certification shall constitute a cancellation of the Principal Amount due on this note in the aggregate of the amounts certified below. Amount Date Authorized Si ng afore EXHIBIT B REGISTERED No. RB- UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA COUNTY OF PITTSYLVANIA General Obligation School Refunding Bond, Series 2010B REGISTERED INTEREST RATE MATURITY DATE DATED DATE CUSIP March 1, 20_ 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: Pittsylvania County, Virginia (the "County"), for value received, promises to pay, upon surrender hereof, to the Registered Owner stated above, or registered assigns or legal representative, the Principal Amount stated above on the Maturity Date stated above, subject to prior redemption as hereinafter provided, and to pay interest hereon at the Interest Rate per yeaz stated above from the Dated Date stated above on September 1, 2010, and semiannually thereafter on each Mazch 1 and September 1. Principal, premium, if any, and interest are payable in lawful money of the United States of America through , as registraz and paying agent (the "Registrar"). Interest shall be payable by check or draft mailed to the Registered Owner, determined as of the close of business on the fifteenth day of the month preceding each interest payment date, at its address as it appears on the registration books kept for that purpose at the designated corporate trust office of the Registraz. Principal shall be payable upon presentation and surrender of this bond to the Registraz. If this bond is held by or for The Depository Trust Company or other entity acting as a securities depository (the "Securities Depository"), all payments of principal, redemption premium, if any, and interest shall be paid by wire transfer pursuant to the most recent wire instructions received by the Registraz from such Securities Depository and all redemptions or prepayments of principal may be made without presentation of this bond to the Registrar if such Securities Depository makes a notation on the schedule attached hereto. This bond shall beaz interest from the interest payment date next preceding the date on which it is authenticated, unless this bond is (a) authenticated before September 1, 2010, in which case it shall bear interest from the Dated Date stated above or (b) authenticated upon an interest payment date or after the record date with respect thereto, in which case it shall bear interest from such interest payment date; provided, that if at the time of authentication of this bond interest is in default, this bond shall beaz interest from the date to which interest has been paid. Interest shall be calculated on the basis of a 360-day year with twelve 30-day months. In case the date of maturity or redemption of the principal of this bond or an interest payment date shall be a date on which banking institutions are authorized or obligated by law to close at the place where the designated corporate trust office of the Registraz is located, then payment of principal and interest need not be made on such date, but may be made on the next succeeding date which is not such a date at the place where the designated corporate trust office of the Registrar is located, and if made on such next succeeding date no additional interest shall accrue for the period after such date of maturity or redemption or interest payment date. This bond is one of an issue of $ General Obligation School Refunding Bonds, Series 2010B (the "Bonds"), of like date and tenor, except as to number, denomination, rate of interest, privilege of redemption, and maturity, and is issued pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, as amended. The Bonds refund a portion of the County's General Obligation School Bonds, Series 2001B (the "Prior Bonds"), that were approved by the qualified voters of the County at an election. Simultaneously with issuance of the Bonds, the County is issuing its General Obligation School Refunding Notes, Series 2010A (the "Notes"). The Bonds and Notes were authorized by a resolution adopted by the Boazd of Supervisors of the County on March 1, 2010 (the "Resolution"). The proceeds of the Bonds will be used to refund a portion of the Prior Bonds and pay costs of issuance. The Bonds maturing on or before March 1, 20_, are not subject to optional redemption prior to their respective stated dates of maturity. The Bonds maturing on or after March 1, 20 ,shall be subject to redemption prior to their stated dates of maturity at the option of the County, on or after March 1, 20_, in whole or in part at any time, upon payment of % of the principal amount of the Bonds to be redeemed plus interest accrued and unpaid to the redemption date. Regulaz Meeting March 1, 2010 The Bonds maturing on March 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part, on Mazch 1 in the years and in the amounts set forth below, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued interest thereon to the redemption date, without premium: 1'e~' Amount 20 $ 20 * * Final Maturity The Bonds maturing on Mazch 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part, on March 1 in the years and in the amounts set forth below, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued interest thereon to the redemption date, without premium: Year Amount 20 $ 20 * * Final Maturity If less than all of the Bonds aze called for optional redemption, the maturities of the Bonds to be redeemed shall be selected by the County Administrator in such manner as he may determine to be in the best interest of the County. If less than all the Bonds of a particulaz maturity aze called for redemption, the Bonds 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 Registraz 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 transmission, registered or certified mail, or overnight express delivery, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, to the Securities Depository or its nominee as the Registered Owner of the Bonds or, if the book-entry system is discontinued, by registered or certified mail to the Registered Owners of the Bonds to be redeemed. The full faith and credit of the County are irrevocably pledged for the payment of principal of, premium, if any, and interest on this bond. 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 this bond, 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 Boazd of Supervisors of Pittsylvania County, Virginia, has caused this bond to be issued in the name of Pittsylvania County, Virginia, to be signed by its Chairman or Vice Chairman, its seal to be affixed hereto and attested by the signature of its Clerk or Deputy Clerk and this bond to be dated , 2010. (SEAL) ATTEST: Clerk, Board of Supervisors Chairman, Board of Supervisors of Pittsylvania County, Virginia of Pittsylvania County, Virginia AUTHENTICATION DATE: CERTIFICATE OF AUTHENTICATION This bond is the Bond described in the within mentioned Resolution. as Registrar By Authorized Representative ASSIGNMENT FOR VALUE RECEIVED the undersigned sell(s), assign(s), and transfer(s) unto 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 Guazanteed NOTICE: Signature(s) must be guazanteed by an institution which is a participant in the Securities Transfer Agent's Medallion Program ("STAMP") or similaz program. (Signature of Registered Owner) 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. Regulaz Meeting Mazch 1, 2010 BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA The undersigned Clerk of the Boazd of Supervisors of Pittsylvania County, Virginia, certifies that: 1. A regular meeting of the Board of Supervisors of Pittsylvania County, Virginia, was held on March 1, 2010, at the time and place established by the Board for such meetings, at which the following members were present and absent: MEMBER PRESENT ABSENT Henry A. "Hank" Davis, Jr. Yes Tim R. Barber Yes Fred M. Ingram Yes James H. Snead Yes William H. Pritchett Yes Mazshall A. Ecker Yes Coy E. Harville Yes 2. A resolution entitled "Resolution Authorizing the Issuance and Sale of Up to $.500.000 in Aggregate Principal Amount of General Obligation School Refunding Notes, Series 2010A and General Obligation School Refunding Bonds, Series 2010E of Pittsylvania County, Virginia, and Providing for the Form, Details and Payment Thereof' was adopted by a majority of all members of the Board present by a roll call vote, the ayes and nays being recorded in the minutes of the meeting as shown below: MEMBER VOTE Henry A. "Hank" Davis, Jr. Yes Tim R. Barber Yes Fred M. Ingram Yes James H. Snead Yes William H. Pritchett Yes Marshall A. Ecker Yes Coy E. Harville Yes Motion was made by Mr. Harville, seconded by Mr. Ecker, to approve resolution 2010-03-03, which supports the State funding of Planning District Commissions and opposing the State Senate Budget Proposal SB30 that would eliminate funding for all Planning District Commissions in Virginia, and requested that this resolution be sent to the County's delegates, jointly with the City of Danville. Mr. Harville's motion was unanimously approved by the Board. PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION 2010-03-03 JOINT RESOLUTION BY PITTSYLVANIA COUNTY BOARD OF SUPERVISORS AND THE DANVILLE CITY COUNCIL IN SUPPORT OF THE WEST PIEDMONT PLANNING DISTRICT COMMISSION WHEREAS, the Subcommittee of Economic Development and Natural Resources of the Senate Finance Committee recommended zero funding for the State Planning District Commissions; and WHEREAS, the Senate Finance Committee and Senate Bi1130 recommends the elimination of Planning District Commission supports; and WHEREAS, Planning District Commissions throughout Virginia play a vital role in connections between State, Federal and Local programs; and WHEREAS, the West Piedmont Planning District Commission provides significant support to the Commonwealth of Virginia in the development of regional programs and federal support for local programs, such as the Regional Water Supply Plan, the Regional Transportation Plans, the Metropolitan Area Transportation Plans, the Required Hazard Mitigation Plans; and WHEREAS, the West Piedmont Planning District, as other planning districts in Virginia, has provided significant support to State Agencies, such as the Virginia Employment Commission, the Virginia Community College System, the Virginia Department of Transportation; and WHEREAS, the State Planning District Commissions and the West Piedmont Planning District Commission served as a clearinghouse for Federal requirements and Federal grants required through National and State Legislations, such as Economic Development Districts; then BE IT HEREBY RESOLVED, that the Board of Supervisors of Pittsylvania County and the City Council of the City of Danville jointly request the Delegates representing their Districts, as well as the Delegates of all of Virginia to reinstate the required funding for Planning District Commissions and insure their continued support to local governments throughout Virginia; and BE IT FUTHER RESOLVED, that copies of this Resolution be forwarded to all Representatives of the General Assembly from Danville and Pittsylvania County. Regular Meeting March 1, 2010 Motion was made by Mr. Snead, seconded by Mr. Pritchett; to send a resolution to the Virginia Department of Transportation (VDOT) to have the state access roads into the schools resurfaced once the high school renovations are completed. Mr. Harville requested Mr. Sleeper to find out from VDOT who will be handling the County's 6-year plan. The Board unanimously approved Mr. Snead's motion. Motion was made by Mr. Ingram, seconded by Mr. Harville, to direct the County Administrator to do a Request For Proposal (RFP) for an EMS backup. Motion was unanimously approved by the Board. Closed Session Upon a motion of Mr. Harville, seconded by Mr. Ingram, the board voted to go into closed session at 8:27 p. m. for the specific purpose of: 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 negotiating or litigating posture of the public body; and consultation with legal counsel employed or retained by a public body regarding specific legal matters requiring the provision of legal advise by such counsel. Authority: Section 2.2-3711 - (A) (7) of the Code of Virginia, 1950, as amended. The board reconvened at 8:43 p. m. The following certification resolution was read and approved by the following roll call vote: PITTSYLVANIA COUNTY BOARD OF SUPERVISORS CERTIFY CLOSED MEETING BE IT RESOLVED that at the regular meeting of the Pittsylvania County Board of Supervisors on March 1, 2010, the board hereby certifies by a recorded vote that to the best of each board member's knowledge only public business matters lawfully exempted from the open meeting requirements of the Virginia Freedom of Information Act and identified in the motion authorizing the closed meeting were heard, discussed or considered in the closed meeting. If any member believes that there was a departure from the requirements of the Code, he shall so state prior to the vote indicating the substance of the departure. The statement shall be recorded in the minutes of the Board. Vote Coy E. Harville Yes Marshall A. Ecker Yes Tim R. Barber Yes James Snead Yes Williams H. Pritchett Yes Fred M. Ingram Yes Henry A. Davis, Jr. Yes Certification was unanimous. Motion was made by Mr. Harville, seconded by Mr. Snead, to approve Resolution 2010-03-08 and Resolution 2010-03-09. The following roll call vote was recorded: Mr. Ecker-Yes; Mr. Barber-Yes; Mr. Snead-Yes; Mr. Pritchett- Yes; Mr. Ingram-Yes; Mr. Harville-Yes; and Mr. Davis-Yes. Regular Meeting March 1, 2010 RESOLUTION NO. 1 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION '~~, O ~_~ RATIFICATION OF DANVILLE-PITTSYLVANIA REGIONAL INDUSTRIAL FACILITY AUTHORITY BOARD APPOINTMENTS PRESENTED MARCH 1, 2010 ADOPTED MARCH 1, 2010 WHEREAS, the Board of Supervisors of the County of Pittsylvania, Virginia is a governing body which is a member of an authority created pursuant to the Virginia Regional Industrial Facilities Act, Chapter 64 of Title 15.2 of the Code of Virginia, 1950, as amended, to wit: the Danvillo-Pittsylvania Regional Industrial Facility Authority; and WHEREAS, Section 15.2-6403 permits each member locality to appoint two members and one alternate from each member's gov~ing body to act on the Board of Directors of the Danville-Pittsylvatria Regional Industrial Facilities Authority; and WHEREAS, the Pittsylvania County Board of Supervisors has historically permitted its Chaimtan of the Board of Supervisors to appoint members to various committees and boards at its annual moetirtg pursuant to the bylaws duly adopted by the Board of Supervisors; and WI-IEREAS, Chapter 64 of Title 15.2 of the Code of Virginia, Section 15.2-6403 A states that the governing body of each member locality shall appoint the membership of tl-e Board of Directors to a Regional Industrial Facilities Authority created pursuant to the Virginia Regional Industrial Facilities Act; and WHEREAS, Article 4, Chapter 15, Title 15.2 of the Code of Virginia provides that the governing body member of the Board of Directors of a Regional Industrial Facilities Authority may be appointed by the County Board Chairman on behalf of the governing body; and WHEREAS, litigation has been filed requesting that the Circuit Court of Pittsylvania Cowtty, Virginia, determine the authority of the Chaimtan of the Board of Supervisors to appoint Boatel members and alternates to a Regional Industrial Facilities Authority; and WHEREAS, the Board of Supervisors of the County of Pittsylvania, Virginia desires to show firll and complete compliance with any and all statutory requirements and full technical adherence to any and all legal, moral and ethical standards for the performance of its duties. NOW, THEREFORE, be it hereby resolved that the Board of Supervisors of the County of Pittsylvania, Virginia do hereby ratify, approve, and confirm all prior acts by the various chairpersons of the Board of Supervisors of the County of Pittsylvania, Virginia in the appointtnents of the members and alternates to the Board of Directors of the Danville- Pittsylvania Regional Industrial Facilities Authority; and Regular Meeting March 1, 2010 DO HEREBY FURTHER RESOLVE that the heretofore made appointments to the Board of Directors of the Danville-Pittsylvania Regional Industrial Facilities Authority and the alternate appointments made by the chairpersons of this Board are hereby appointed by a majority vote by duly empaneled majority of the lawful quonun of the Members of the Board of Supervisors of Pittsylvania County, Virginia upon due notice of this Resolution, nunc pro font and effective upon the date of appointment previously made by any chairperson of this Board to serve suer lawful term following said appointment for so long as said appointce remained as a member of the Board of Supervisors of Pittsylvania County as required by law. This resolution is hereby adopted, upon due notice, by majority of a lawful quonrm of the members of the Board of Supervisors of Pittsytvarria County, Virginia. Given under my head this / ~ day of ~A~ch .2010: BOARD OF SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA BY: ~S~) HENRY A. D VIS, JR., CHAStM STATE OF VIRGINIA, AT LARGE CI~COUNTY OF to-wit: The foregoing instnrment was acknowledged before me in my jurisdiction aforesaid on the ~ ~ day of~1Iftrrh , 2010, by /~~,2~. /~i~s;~~r-_ . My commission: ~0~~/ ,~>sJ,c~ // -.}/,~n~~~r1 ~°~~~Notary Public ATTEST: / G William D. Sleeper, Clerk of the Board of Supervisors Regular Meeting March 1, 2010 RESOLUTION NO. 2 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION RATffICATION OF DANVILLE-PITTSYLVANIA itEGIONAI. INDUSTRIAL FAC[LITY AUTHORITY BOARD APPOINTMENTS PRESENTED MARCH 1, 2010 ADOPTED MARCH 1, 2010 WHEREAS, the Boazd of Supervisors of the County of Pittsylvania, Virginia is a governing body which is a member of an authority created pursuant to the Virginia Regional Industrial Facilities Act, Chapter 64 of Title 15.2 of the Code of V irginia, 1950, as amended, to wit the Danville-Pittsylvania Regional Industrial Facility Authority; and WHEREAS, Section 15.2-6403 permits each member locality to appoint two members and one alternate from each member's goverrtiag body to act on the $oard of Directors of the Danville-Pittsylvania,Regional Industrial Facilities Authority; and WHEREAS, the Pittsylvania County Board of Supervisors has historically permitted its Chairman of the Board of Supervisors to appoint members to various committees and boards at its annual meeting pursuant to the bylaws duly adopted by the Board of Supervisors; and WHEREAS, Chapter 64 of Title 15.2 of the Code of Virginia, Section 15.2-6403 A states that the governing body of each member locality shall appoint the membership of the Boazd of Directors to a Regional Industrial Facilities Authority created pursuant to the Virginia Regional Industrial Facilities Act; and WHEREAS, Article 4, Chapter 15, Title 15.2 of the Code of Virginia provides that the governing body member of the Board of Directors of a Regional Industrial Facilities Authority may be appointed by the County Board Chairman on behalf of the governing body; and WHEREAS, litigation has been filed requesting that the Circuit Court of Pittsylvania County, Virginia, determine the authority of the Chairran of the Board of Supervisors to appoint Board members and alternates to a Regional Industrial Facilities Authority; and WHEREAS, the Board of Supervisors of the County of Pittsylvania, Virginia desires to show full and complete compliance with any and all statutory requirements and full technical adherence to any and all legal, moral and ethical standards for the performance of its duties; and WHEREAS, the Board of Supervisors of the County of Pittsylvania, Virginia has ratified, approved and confirmed all prior acts by the various chairpersons of the Board of Supervisors of the County of Pittsylvania, Virginia in the appointment of the members and alternates to the Board of Directors of the Danville-Pittsylvania Regional Industrial Facility Authority by Resolution adopted immediately prior to this Resolution. Regular Meeting March 1, 2010 NOW, THEREFORE, be it hereby resolved that the Board of Supervisors of the County of Pittsylvania, Virginia do hereby ratify, approve, and confirm all prior acts by the various chairpersons of the Board of Supervisors of the County of Pittsylvania, Virginia and the Board of Supervisors of the County of Pittsylvania, Virginia itself relating to, in support of and in any manner providing aid, material, support, and assistance to the Danville-Pittsylvania Regional Industrial Facilities Authority. This resolution is hereby adopted, upon due notice, by majority of a lawful quorum of the members of the Boazd of Supervisors of Pittsylvania County, Virginia. Given under my hand this ~ day of /~R.r~_, 2010: BOARD OF SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA BY: c ~. ._ ij~(SEAL) ,HENRY A. AVIS, JR., CHAIRM~- STATE OF VIRGINIA, AT LARGE ~lCOUNTY OF/-;' su1,~~. !L , to-wit: The foregoing instrument was acknowledged before me in my ju / `s~ day of,~~s~r~h , 2010, by~4~ My commission: ~%~~~Q/~A / ~~~~r~~ ATTEST: - William D. Sleepe , Clerk of the Board of Supervisors Mr. Harville stated that for the record, all resolutions voted on at this meeting should begin with 2010-03-, so they would be in correct order for the month of March. Motion was made by Mr. Snead, seconded by Mr. Harville, to adjourn. The meeting adjourned at 8:45pm. Henry A. Davis, Jr., Chairman Pittsylvania County Board of Supervisors William D. Sleeper, Clerk Pittsylvania County Board of Supervisors