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07-24-1985 Packet
TO: FROM: DATE: SUBJECT: cA-P-,¥AL AREA A Nc¥- 6-N Gi-NG 316 East Clay Street Richmond. VA23219-1496 (804)648-8381 MEMORANDUM Elected Offi'cials, Local Governments and Others Concerned with Aging Programm~) ary C. Pa,'ne, Executive Director May 31, 1985 Capital Area Agency on Aging Two-year Area Plan for 198§-87 The draft o{ Capital Area Agency on Aging's Ares Plan for fiscal years 1986 and 1987 is enclosed. You will notice that the format for the plan has changed and includes much more detail than in the past several years. I ask that you review this material and~_~omment eitheK in writin~by ~on~.!o ou~~__by F~ay~_Ju./l~_~or you may wis~-to comment ~t - nne Ilnal public hearing on this p~'a~---T~e hearin8 is scheduled for 2 p.m. Mo_~nday, June 17, at the CAAA Center, 316 ~'ast Cl~v S r~t.. The Area Plan shows the proposed spending for the Older Americans Act Title III funds which are received through the Virginia Department for the Aging with their matching funds from the Commonwealth of Virginia, contribu- tions from participants, local public cash, and donations. The summary fund- ing chart includes funds from ACTION for our Foster Grandparent Program and from Virginia Association of Community Action Agencies for our Weatheriza- tion Program as well as the Title V and the Job Training Partnership Act employment monies. The service unit projections shown by jurisdicitons are based on past utilization of our services by the elderly in the eight localities. Actual service units provided will be shown on our books by jurisdictional breakdown. The Older Americans Act was reauthorized in October 1984 but funding, though authorized to be increased, is apparently to be frozen at 1985 levels. With all excess funds at the state level soon to be exhausted, the second year of this two-year plan shows a decrease in some service areas from the present Area Plan. On page 7 you will see a listing of service priorities as mandated by the Older Americans Act, the state of Virginia and by the CAAA Board of Directors. The target populations are identified on page 9. During the past year the CAAA Board has been most interested in attempt- ing to resolve some of the housing problems encountered by the elderly. A new HomeShare program, launched this spring, is shown on the organizational chart (page 2) and is included in the funding for Consolidated Access for fiscal year 1986 (page 13) and fiscal year 1987 (page 42). Elected Officials, Local Governments and Others Concerned with Aging Programs Page 2 May 31, 1985 · Also funding for Emergency Home Care is included for both years in an attempt to offer quick emergency in-home care for elderly patients discharged from hospitals before sufficient planning for care has been able to take place (pages 17 and 46). The Virginia Department for the Aging is now requiring that the Area Agency on Aging report the review completion date of the plan of all the local governments in the service area. To this end, I shall be contacting the county Boards of Supervisors and Richmond City Council to review briefly this plan and to answer any questions concerning the plan. After receiving comment from you and from the general public, the Capital Area Agency on Aging will send the plan to the Virginia Department for the Aging for final approval. We do appreciate your attention to and any comment you may have on this two-year plan. MCP/Jrb Enclosure CHESTERFIELD COUNTY BOARD OF SUPERVISORS AGE NDA MEETING DATE: ,'l',,~l ,, ')/t 1 nQr.. ITEM NUMBER: Project SUBJECT: Accept Funds for Henricus SUMMARY OF INFORMATION The Parks and Recreation Department is ready to begin construction of Phase 1 of Henricus Park. To facilitate this project, we are asking the Board to accept funds from Henrico County and Henrico Doctor's Hospital as well as to accept easements from appropriate landowners in the area. For a number of months, the Parks and Recreation Department has been exploring the feasibility of providing public access to an area located on the James River just below the Dutch Gap Boat Launch in the Bermuda District. The actual site is called Henricus and is of major significance as an historical area. Agreements have been completed with those agencies or organizations who own land in this area to allow public access through the property they control. Phase 1 construction plans call for developing a walking trail from the Dutch Gap boating area along the James River to the monuments located at Henricus. This trail would follow the shoreline of the James River and would involve some boardwalk development through the wet areas, steps, foot bridges, etc. At the monument site, interpretive markers will be placed to fully expl__ai.n~e hi~to~ical significance of this area. ' ~ PREPARED BY; ATTACHMENTS: YES 1~ NO El SIGNATURE: COUNTY ADMI NI STRATOR Board of Supervisors ~.genda Henricus Project July 24, 1985 Page 2 Construction for Phase 1 will be handled by parks staff and will commence August 1, 1985. Maintenance will be handled by the parks department and costs for providing such maintenance have been included in the 1985-86 budget of the Parks and Recreation Department. R~co~mendation The Parks and Recreation Department requests that the Board of Supervisors... 1) Accept a commitment of $25,000 from Henrico County for phase 1 construction of Henricus Park. 2) Accept a commitment of $4,000 from Henrico Doctor's Hospital for the interpretive area which is included as a part of phase ~1 construction of Henricus Park. 3) Combine these funds with county funds and place in the appropriate accounts to allow the Parks and Recreation Department to start construction on this site. 4) Authorize the County Administrator to accept the easements granted by Virginia Power, Lone Star Industries, Colonial Dames, Corp of Engineers and Henrico County, subject to the approval of the County Attorney's office. Board of Supervisors July 24, 1985 Page 3 Budget and Management Comments: This action requires that the Board appropriate the $25,000 from Henrico County and the $4,000 from Henrico Doctor's Hospital to the Parks and Recreation Department budget. · --~a~y ,~Di~ct6r v/~ Budget and Accounting De~ent W. F. LaVECCHIA, P.E. County Manager COMMONWEALTH OF VIRGINIA COUNTY 01' HI~NRICO July II, 1985 Mr, Richard L. Hedrick County Administrator P. O. Box Chesterfield, Virginia 23832 Dear Rick: ! am pleased to advise you that the Henrico County Board of Supervisors, in approving the County's FY 1985-86 budget, have included $25,000.00 as the County's contribution toward the Phase I development of the Henricus Park project. The funds for the Phase I development will become available after July I, 1985, when the County's FY 1985-86 budget goes into effect. We look forward to working with the Chesterfield County Department of Recreation and Parks, Henrico Doctors' Hospital, konestar Industries, and Virginia Power. George T. Drumwright, Jr., Deputy County Manager, will serve as liaison, along with Ellett R. ' McGeorge, Jr., Director of Recreation and Parks, in the coordination of this project. On behalf of the Board of Supervisors, County of Henrico, it is a pleasure that once again Henrico County can join with Chesterfield County in the development and promotion of our resources. Sincerely, W. F. LaVecchia, P.E. County Manager (804) 747-4206 pARHAM&HUNGARYSPRING ROADS/ P.O. BOX 27032 RICHMOND, ViRGINIA23273 COMMONWEALTH OF VIRGINIA County of Henrico PARHAM AND HUNGARY SPRING ROADS · P.O. BOX 2?032 RICH~4OND. VIRGINIA 2~,273 BOARD OF SUPERVISORS L. RAY SHADWELL, JR., Chairman JOHN A. WALDROP, JR., Vice Chairman DAVID A. KAECHELE JOHN B. McKENNEY, JR, ANTHONY P. MEHFOUD July 22, 1985 Mr. Geoffrey H. Applegote Chairman Board of Supervisors Chesterfield County, Virginia 23832 Dear Jeff: On behalf of the Henrico Cou.nty Board of Supervisors, I am pleased to present you with a check in the amount of $25,000.00 as Henrico's contribution toward the Phase I development of the Henricus Park Project. We look forward to working with the Chesterfield County Board of Supervisors, the County's Department of Recreation and Parks, Henrico Doctors' Hospital, Lone Star Industries, and Virginia Power. George T. Drumwright, Jr., Deputy County Manager, will serve as liaison, along with Ellett R. McGeorge, Jr. Director of Recreation and Parks, in the coordination of this project. It is a pleasure that once again, Henrico County can join with Chesterfield County in the corporate development and promotion of our resources. Sincerely, Anthony P. M~hfoud cc: Board of Supervisors County Manager Director of Recreation and Parks THIS PAST WEEKEND THE STATE FIRE CHIEFS ASSOCIATION OF VIRGINIA HELD ITS ANNUAL CONFERENCE IN LYNCHBURG AND OUR ASSISTANT FIRE CHIEF WESLEY DOLEZAL WAS ELECTED AS THE ASSOCIATION'S NEW PRESIDENT FOR THE COMING YEAR. HE IS ONE OF THE YOUNGEST CHIEFS TO HOLD THE PRESIDENTIAL OFFICE AND IT IS ONLY THE SECOND TIME IN RECENT HISTORY THAT AN ASSISTANT ~IE~ HAS BEEN ELECTED TO THIS POSITION. NEXT YEAR THE 400 MES~BER CHIEFS ASSOCIATION WILL HOLD ITS 56TH ANNUAL CONFERENCE HERE IN CHESTERFIELD. WE LOOK FORWARD TO HOSTING THAT GROUP AT ONE OF OUR NEW HOTELS. COUNTY ADMINISTRATOR'S COMMENTS TO: ELMER HODGE, ASSISTANT COUNTY ADMINISTRATOR FROM: PAULINE A. MITCHELL RE: CONGRATULATIONS TO JON HAM, EDITOR OF CHESTERFIELD It is our understanding that the Chesterfield Gazette received a national award for columns on democracy written by its editor, Jon Ham, and for a sports column written by Jack Moore. Mr. Hedrick wanted me to be sure to bring this to the attention of the members of the Board of Supervisors, and to congratulate both you, Jon, and your writer Jack Moore. CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA July 24, 1985 MEETING DATE: ITEM NUMBER: iO.C. SUBJECT: COUNTY ADMINISTRATOR'S COMMENTS: Resolution Determining the Advisability for the County to Contract Debt and Issue General Obligation Bonds to Finance Various Public Improvements and to Request the Circuit Court to Order an Election SUMMARY OF INFORMATION: At its work session held on July 10, 1985, the Board ex- pressed its desire to have the voters of the County consider referendum questions on November 5, 1985 as to whether the County should contract debt and issue general obligation bonds to finance various road and general County projects. A summary of the proposed projects and estimated project costs is attached. In order to present these referendum questions to the voters, it is necessary for the Board to adopt a formal resolution. The resolu- tion will be presented at the Board meeting. ATTACHMENTS: YES/~ NO [] SIGNATURE: PREPARED BY: ~eni~rY, s.e° LX Mincks Assistant , County Attorney COUNTY ADMINISTRATOR COUNTY 01~ CHESTERFIELD VIRGII~IA MEMO CONFIDENTIAL The Honorable Members of the Board of Supervisors R. L. Hedrick, County Administrator~' July 19, 1985 General Obligation Bond Resolution Attached is a copy of the proposed resolution relating to the issuance of General Obligation Bonds for the road, fire, library, park and drainage improvement projects you considered at the July 10, 1985 CIP work session. This resolution will be considered at your regular meeting on July 24th. It is being forwarded to you separate from the agenda so that you may review the language confidentially prior to the Board meeting. Please note item (a). We recommend listing the road projects as opposed to general wording as reilected in other questions. /cdl Attachment A RESOLUTION OF THE BOARD OF SUPERVISORS OF CHESTERFIELD COUNTY, VIRGINIA, DETERMINING THE ADVISABILITY FOR SUCH COUNTY TO CONTRACT DEBT AND TO ISSUE GENERAL OBLIGATION BONDS OF SUCH COUNTY TO EVIDENCE SUCH DEBT IN THE MAXIMUM AMOUNT OF NINETY-FIVE MILLION THREE HUNDRED THOUSAND DOLLARS ($95,300,000) FOR THE PURPOSE OF FINANCING THE COSTS OF PUBLIC IMPROVEMENT PROJECTS OF AND FOR SUCH COUNTY, SUCH BONDS TO BE ISSUED IN THE MAXIMUM AMOUNT OF SEVENTY-NINE MILLION ($79,000,000) FOR HIGHWAY, STREET AND ROAD IMPROVEMENT PROJECTS, IN THE MAXIMUM AMOUNT OF TWO MILLION THREE HUNDRED THOUSAND DOLLARS ($2,300,000) FOR DRAINAGE IMPROVEMENT PROJECTS, IN THE MAXIMUM AMOUNT OF TWO MILLION ($2,000,000) FOR LIBRARY IMPROVEMENT PROJECTS, IN THE MAXIMUM AMOUNT OF FOUR MILLION THREE HUNDRED THOUSAND DOLLARS ($4,300,000) FOR FIRE STATION IMPROVEMENT PROJECTS AND IN THE MAXIMUM AMOUNT OF SEVEN MILLION SEVEN HUNDRED THOUSAND DOLLARS ($7,700,000) FOR PARK AND RECREATION IMPROVEMENT PROJECTS BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF CHESTERFIELD COUNTY, VIRGINIA: 1. It is hereby determined that it is advisable for the County to contract debt in the maximum amount of ninety-five million three hundred thousand dollars ($95,300,000) and to issue general obligation bonds of the County under the provisions of Chapter 5 of Title 15.1 of the Code of Virginia, 1950, as amended (the same being the Public Finance Act), for the purpose of financing the costs of public improvement projects of and for the County, such bonds to evidence such debt to be issued in the maximum amounts and for the purposes set forth below: (a) general obligation bonds in the maximum amount of seventy-nine million dollars ($79,000,000) for highway, street and road improvement projects of and for the County to be applied to the following such projects: i) Route 288 from Route 360 to Route 10 ii) Route 10 from Chippenham Parkway to Jefferson Davis High- way iii) Courthouse Road from Route 60 to Route 360 iv) Route 36 at Ettrick and local highway street and road projects (b) general obligation bonds in the maximum amount of two million three hundred thousand dollars ($2,300,000) for drainage improvement projects of and for the County; (c) general obligation bonds in the maximum amount of two million dollars ($2,000,000) for library improvement projects of and for the County; (d) general obligation bonds in the maximum amount of four million three hundred thousand dollars ($4,300,000) for fire station improvement projects of and for the County; (e) general obligation bonds in the maximum amount of seven million seven hundred thousand dollars ($7,700,000) for parks and recreation improve- ments of and for the County. 2. The full faith and credit of the County shall be pledged to the payment of the principal of and interest on all of such bonds, and for so long as any of such bonds are outstanding and unpaid there shall be annually assessed, levied and collected upon all property in the County subject to taxation by the County, -2- an ad valorem tax without limitation of rate or amount sufficient to pay the principal of and the interest on such bonds as the same become due and payable. 3. The Circuit Court of the County, or any judge thereof, is hereby requested to order an election to be held in the County on November 5, 1985, upon the questions of whether the County shall contract the debts and issue general obligation bonds of the County in the maximum amounts and for the purposes set forth in paragraph 1. The Circuit Court of the County, or any judge thereof, is hereby further requested to enter such order on or before September 6, 1985, to permit such election to be held on November 5, 1985, as provided in Section 24.1-165 of the Code of Virginia, 1950, as amended. 4. The Clerk of this Board of Supervisors shall file a certified copy of this resolution with the Circuit Court of the County, or any judge thereof. 5. Ail resolutions and proceedings in conflict herewith are, to the extent of such conflict, hereby repealed. 6. This resolution shall take effect immediately. -3- PROJECTS APPROVED BY BOARD AT CIP WORKSESSION -GENERAL COUNTY PROJECTS Estimated Project Cost - FIRE Courthouse Fire Station .............. $1,145,400 Land Acquisition For Fire Station Expansion (Midlothian) ................. 115,000 Robious Fire Station .................. 1,490,400 New Dale Fire Station ................. 1,500,000 TOTAL FIRE ............................ $4,250,800 Size of Bond Issue $4,300,000 - PARKS Improvements To Existing Parks ........ Ettrick Park Expansion ................ Point Of Rocks Park (Phase II) ........ Adv. Land Acq. For Community Parks .... Midlothian High Athletic Complex ...... Huguenot Park (Phase II) .............. Midlothian Middle School Rec. Imp ..... Ironbridge Park Construction .......... Clover Hill Complex ................... Bensley Park .......................... TOTAL PARKS ........................... .8o,2oo 277,200 349,200 1,048,000 2,948,900 468,300 365,000 $7,672,500 - LIBRARIES .' Central Library Expansion ............. Bon Air Library Expansion ............. Chester Library Expansion ............. TOTAL LIBRARIES ....................... 831,500 520,300 577,800 $1,929,600 $2,000,000 - DRAINAGE Johnson's Creek Drainage District ...... $2,300,000 $2,300,000 . TOTAL GENERAL COUNTY PROJECTS: $16,152,~'60\ $16,300,000 - HIGHWAY PROJECTS $79,000,000 $79,000,000 TRANSPORTATION INNOVATIONS IN FAST GROWING COMMUNITIES NACO - Orlando, Florida Phoenix~ Arizona - $30 million dollar bridge bond program. Traffic is a problem. Freeways cross every mile for entering and existing. Now working on Il0 Interstate program which is fully funded and will be connected by 1990 as an inner-loop. Has Mag Regional Plan. Looking to freeways for limited access expressways to cover the region which is now 1.8 million but will be 3 million people by the year 2000. Transportation will probably cost about 4 billion dollars for the next 20 years. State gas tax is now 13 cents. It was raised from 8 cents 3 years ago. Federal money for the local freeway is essentially gone. Legislature is asking voters to increase general sales tax 1/2 cent to pay for limited access freeways and expressways. If legislature passes there will be a regional transportation authority setup. Of the increased tax revenue $5 million a year will go to expanding the bus system and $8 million for 5 years will go to develop a public transportation plan which does not presently exist. Added 3 cents to statewide gasoline tax of which 2/3 will go to state transportation system for rural roads. Houston~ Texas - The player in this area, like across the country, is the state highway dept and federal funds which come thru them. Has a complete freeway system. Has 6 or 7 spokes coming into it with a wheel effect about 6 miles from downtown area. A mass transit authority has been established with a one cent sales tax; however, they are still in the formative stages and need a definite transportation plan. Set up a committee about 5 years ago with the Chamber of Commerce to. coordinate mass transit authority, City of Houston and highway dept. Wanted a comprehensive plan showing what was needed in the area over the next 12 to 15 years. State legislature authorized an increase in gasoline tax from 5 cents to 10 cents which helped state highway department. Passed a bond election which would underride revenue bonds with general obligations funds if needed to guarantee the sale of $900 million worth of bonds. This is a pay as you go revenue producing type of program. Largest public works project done by a local government in the entire 'country. Realized the arterial road system is as important as the freeways. Have a bond election about every 3 1/2 years. Have plan to build connectors. Their number one problem is transportation and traffic control. Briarwood County, Florida - One of fastest growing states in nation. State passed a comprehensive planning act for local government and the state. County has complete control of land use. Population is limited based on land use. Developed a transportation plan to the year 2000. Had to have a large shortfall in funds to be able to accomplish what was necessary for the population projections and have sort legislation to get additional funding for local government. With a federal grant in 1976 they employed CETA workers to go out and actually survey all of the links in Transportation network. Put signalization on computers. Developed in land use plan a land development regulation code which included impact fees so that new property developed whether industrial, commercial or residential had to address the problem of transportation and if residential, education and parks had to be addressed. Every new residential unit is charged an impact fee predicated on the density for parks, schools and transportation. A development wanting a plat approved has to pay the impact fees whether on the approval of the plat or with an agreement as each permit is pulled for a unit. Industrial plats are initially predicated on the land area until they finalize their plans and pull building permits. A typical residential unit pays approximately $2400 in impact fees. They are continuing tolls even though bonds are paid off. Their I95 is going to be~under repair for the next seven years north and south. They have an expressway implementation authority composed of members of the chamber of commerce, developers, and engineers to study having a toll facility in Briarwood County. Asked private sector to determine what needs of community were. Selected people who were movers and shakers. CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AG E NDA MEETING DATE' July 24, 1985 ITEM NUMBER: 6on. SUBJECT: RESOLUTION HONORING CARRIE M. ROGERS AND ALICE NEWLAND, MEMBERS OF THE 1986 SILVER HAIRED LEGISLATURE COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION At the request of Mrs. Joan Girone, supervisor from Midlothian District, the following Resolution has been prepared honoring Senator Carrie M. Rogers of 11800 Winfore Drive and Delegate Alice Newland of 1204 Mt. Pisgah Drive, both of whom were elected to serve second terms to the 1986 Silver Haired Legislature on July 28-31. ATTACHMENTS: YES I~ NO [] Pauline Mitchell Public Information Officer SIGNATURE:_ COUNTY ADMINISTRATOR RESOLUTION HONORING ALICE C. NEWLAND FOR BEING ELECTED TO THE SILVER HAIRED LEGISLATURE FOR A SECOND TERM WHEREAS, The Chesterfield County Board of Supervisors recognizes the contributions Mrs. Alice Newland has made to community life in our County; and WHEREAS, She is a retired librarian and teacher who has served with distinction for many years in Chesterfield County; and WHEREAS, Since her retirement as a public school teacher, she has served as an at-large delegate and vice president of the Board of Directors of the Capital Area Agency on Aging; and WHEREAS, She is a hard-working member of the Retired Teachers Association, and a volunteer at Chippenham Hospital as well as an active member of Mt. Pisgah Church; and WHEREAS, The members of the Board of Supervisors appreciate the activities of its civic-minded citizens; and THEREFORE BE IT RESOLVED, That the Board does hereby congratulate Alice C. Newland, who was elected by her peers from a field of more than 50 candidates to serve a second term as a Delegate to the 1985 Silver Haired Legislature, July 28-31. RESOLUTION HONORING CARRIE M. ROGERS FOR BEING ELECTED SENATOR FOR A SECOND TERM TO THE 1985 SILVER HAIRED LEGISLATURE WHEREAS, The Chesterfield County Board of Supervisors recognizes the outstanding contributions Mrs. Carrie M. Rogers has made to community life in our County for the past 29 years; and WHEREAS, Mrs. Rogers continues to serve her community on a volunteer basis as a member of the Chesterfield Senior Council and its Senior Hall of Fame Committee, as a member of the Capital Area Agency on Aging representing the Counties of Chesterfield and Powhatan, as a hostess and tour guide at the Chesterfield Museum, as a volunteer aide for residents of the Lucy Corr Chesterfield County Nursing Home when they travel on trips, as a member of the Christmas Mother Committee, as a representative on the Community Services Board, as a member of the Human Rights Committee of Central State Hospital, as a Licensed Omsbudsman for Monitoring Adult Homes and Nursing Homes in the Metropolitan Area, and as Regional Vice President for the Mental Health Association of Virginia; and THEREFORE BE IT RESOLVED, That the Chesterfield County Board of Supervisors does appreciate the activities of its civic-minded citizens and does hereby congratulate Mrs. Rogers, who was elected by her peers from a field of more than 50 candidates to serve a second term as a Senator in the 1985 Silver Haired Legislature, July 28-31. RECOGNIZING CARRIE M. ROGERS BEING ELECTED TO THE SILVER HAIRED LEGISLATURE FOR A SECOND TERM WHEREAS, the Chesterfield County Board of Supervisors recognizes the contributions Mrs. Carrie M. Rogers has made to community life in our County, and WHEREAS, Mrs. Rogers continues to serve her community on a volunteer basis, as a member of the Chesterfield Senior Council and its Senior Hall of Fame Committee, as a member of the Capital Area Agency on Aging representing the Counties of Chesterfield and Powhatan, as a volunteer at the Chesterfield Museum and the Lucy Coor Chesterfield County, and WHEREAS, the members of the Board of Supervisors appreciate the activities of its civic-minded citizens, therefore, BE IT RESOLVED, that the Board does hereby congratulate Carrie M. Rogers, who was elected by her peers from a field of more than 50 candidates to serve a second term as a Senator in the 1985 Silver Haird Legislature, July 28-31, 1985. RECOGNIZING ALICE C. NEWLAND BEING ELECTED TO THE SILVER HAIRED LEGISLATURE FOR A SECOND TERM WHEREAS, the Chesterfield County Board of Supervisors recognizes the contributions Mrs. Alice Newland has made to community life in our County; and WHEREAS, since her retirement as a public school teacher, she has served as an at-large delegate and vice president of the Board of Directors of the Capital Area Agency on Aging, and WHEREAS, the members of the Board of Supervisors appreciate the activities of its civic-minded citizens, therefore, BE IT RESOLVED, that the Board does hereby congratulate Alice C. Newland, who was elected by her peer.~from a field of more than 50 candidates to serve a second term as a Delegate to the 1985 Silver Haired Legislature, July 28-31, 1985. CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AG E NDA MEETING DATE: July 24, 1985 ITEM NUMBER: SUBdECT: Resolution recognizing Mr. H.F. Hancock, Jr. for 35 years of service to the County. 6.Bo COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: See attached. ATTACHMENTS: YES I~ NO [] SIGNATURE PREPARED BY: ie o~ epartment July 11, 1985 COUNTY ADMINISTRATOR On motion of the entire Board, it is resolved that the following resolution be and it hereby is adopted: WHEREAS, Mr. H.F. Hancock, Jr. is retiring from the Virginia Division of Forestry on August 1, 1985, after 23 years of dedicated service; and WHEREAS, Mr. Hancock was one of only twelve (12) charter members who met on August 21, 1950, to organize the Clover Hill Fire Company and served as District Chief of that Company from 1950 to 1963; and WHEREAS, He has freely assisted the Chesterfield Fire Department and Chesterfield County in many ways over the years; and WHEREAS, It is the desire of this Board to recognize his faithful service to the Chesterfield Fire Department and the citizens of Chesterfield County. NOW, THEREFORE, BE IT RESOLVED that this Board publicly recognizes the long and distinguished service of Mr. Frank Hancock and this Board extends on behalf of its members and the citizens of Chesterfield County, their appreciation for the thirty-fiVe (35) years of service to the County and hopes that his retirement shall be long and rewarding. CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AG E NDA July 24, 1985 MEETING DATE: ITEM NUMBER: 9DaD SUBJECT: of. Through Truck Traffic Prohibition - Dalebrook Drive COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Mr. Harry Daniel, Dale District Supervisor, has received a request from residents living along Dalebrook Drive corridor to restrict through truck traffic on Dalebrook Drive between Chippenham Parkway and Cogbill Road. The adjacent development along Dalebrook Drive is predominantly residential. An alternate route for through trucks would be Chippenham Parkway to Hopkins Road to Cogbill Road. Residents in the area have indicated that an average of one tractor trailer per day uses Dalebrook Drive, often three to four per day. The residents have also indicated that the tractor trailers are unable to turn from Chippenham Parkway onto Dalebrook Drive without crossing the centerline of Dalebrook Drive, creating a hazardous situation. Since the development along Dalebrook Drive is predominantly residential, staff recommends approval of the prohibition. RECOMMENDATION: Staff recommends that the Board approve the request for the restriction of through truck traffic on Dalebrook Drive by adopting the attached resolution. ATTACHMENTS: YES [] NO I'1 ' R. ~. M~Cracken Director, Transportation SIGNATURE: C ~:fUNTY ~[DM I NISTRATOR RESOLUTION WHEREAS, the Chesterfield County Board of Supervisors has received a request from citizens to restrict through truck traffic on Dalebrook Drive Route 1601 from Chippenham Parkway (Route 150) to Cogbill Road (Route 638) by any truck or truck and trailer or ~ trailer combination except pick-up or panel trucks; and ~ ~ ~ WHEREAS, the Board has conducted a public hearing on the question; NOW, THEREFORE, BE IT RESOLVED That the Board of Supervisors request the Virginia Department of Highways and Transportation to restrict through truck traffic on Dalebrook Drive from Ch%ppenham Parkway to Cogbill Road. AV'E /\ ,/' llllllill' I~IlCItMOND NE~SPAPE~IS~ IN(L Publisher of THE RICHMOND NEWS LEADER This is to certify that the attached .......... 2~.e..q2A~...}l.p.~.~ s_e. ........ was published in The Richmond News Leader~ a newspaper pub- lished in the City of Richmor~d. State of Virginia, ggSven ........... July 10s ~98 me ~ Notary Public Sta~e of Virg~nia~ C~;y of R~ch mo~d: T~TL~'~ CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: July 24, 1985 ITEM NUMBER: 9oBo SUBJECT: Public Hearing to Consider Conveyance of County Pro- perty in Conjunction with Lease/Purchase Financing of New Data Processing, Human Services and Courts Build- ings COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: This time has been set for a public hearing on the convey- ance of four parcels of land to Municipal Leasing Corporation as part of the lease/purchase financing of the new data processing, human services and courts buildings. The four parcels are shown on the attached surveys. Final closing of the lease/purchase transaction is scheduled to be held on July 25, 1985. Staff recommends that the Board authorize the Chairman and Clerk to the Board to execute a deed conveying the four parcels, and all necessary easements of ingress and egress, to Municipal Leasing Corporation, subject to approval of the deed as to form by the County Attorney. ATTACHMENTS: YES,~ NO D SIGNATURE: PREPARED BY;, ;r~y L. Mincks nior Assistant ~ County Attorney COUNTY ADMINISTRATOR Map showing two parcels situated on the east side of Lucy Corr Road near Lucy Co~r Court in the Dale District of Chesterfield County, Virginia. SCALE: 1"=200' June 3, 1985 M. L. Co~tso & ASSOCIATES, LTD. PROFESSIONAL LAND SURVEYORS RICHMOND, VIRGINIA J.N. 85o2-1o situated oA the north side side o~' ~ugy Corr Road !n Dale Dlstr~.~t of Ches~er~!el~ County, Vita' J ni~. SCAL~: ~"=~00' June / ~-TD. Map showing two parcels situated on the east side of Lucy Corr Road near Lucy Corr Court in the Dale District of Chesterfield County, Virginia. SCALE: !"=200' June 3, 1985 M.. L. CORSO & ASSOCIATES, LTD. PROFESSIONAL LAND SURVEYORS RICHMOND, VIRGINIA J. N. 8507-~0 .... I ~. ~.~'s±tuated on ~ ~ '~,~Dale DisZrict of Ohesterfle[d ~.~ ~,,~ County, Vir~iniA. ~ .~::'~ ~ SOA~: '"=200' ~tONAL ~ND SURVEYORS " RICHMOND, VIRGINIA ~ICHMOND NE~ SP~ .i[{$, Publisher of THE RICHMOND NEWS LEADER This ts to certif~ that the attached ....... :t.~.e..~..a...~...~J.p.~.~.~..e. ............ was published in The ~[chmond News Leader, a newspaper pub- l~shed ~n ~he Ci ~y of R~ch mond. S~a~e of V~rgm~a. ....... Jul~ ~8~ ~985 ~ CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA July 24, 1985 MEETING DATE: SUBJECT: Distribution of Air Fair Proceeds COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION 10.B. ITEM NUMBER: On May 18, 1985, the County Airport conducted an Air Fair which was co-sponsored by the Chesterfield County Pilots Association, the Southern Chesterfield County Kiwanis Club, and Chesterfield County. The net proceeds were $4,067.19. The Pilots Association and the Kiwanis Club wish to donate $3,050. 79 of these funds to the following County programs: Pilots Association Kiwanis Club Chesterfield County Nursing Home $1,016.80 $508.40 Chesterfield County Schools for the Trainable Mentally Retarded $1,016.80 $508.40 The balance of $1,016.80 will be donated to other charitable programs. Representatives for the Chesterfield County Pilots Association and the Kiwanis Club have requested permission to address the Board and at this time to donate these funds. It is recommended that the Board accept the donations and appropriate these funds to the departments as .sp~g~cified. PREPARED BY; _ ~~_ _~ Thomas D. Callahan'III Director of Aviation Services ATTACHMENTS: YES [] NO ~ SIGNATURE: COUNTY ADMINISTRATOR CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA 10 .D. MEETING DATE: July 24, 1985 ITEM NUMBER: SUBJECT: ~O~,.\~,'~ ..~,.' Blue Cross/Blue Shield Plan Modifications COMMENTS: ~j,(~ ~, COUNTY ADMINISTRATOR'S SUMMARY OFINFORMATION; At the June 26, 1985 Board of Supervisors meeting, the Board was provided with a report concerning recommended modifications to the County and School Board Comprehensive Blue Cross/Blue Shield Programs. (See attached report). Major recommended changes in the report include: Adjusting the maximum out-Of-pocket expense for individual coverage from $250 to $500 and from $500 to $1,000 for family coverage; Decreasing the number of inpatient care days for psychiatric or substance abuse from 60 to 30 days; and Initiating a pre-admission certification by the Insurance Company for non-emergency hospital ad- missions. These changes are consistent with the Insurance Committee's recommendation to initiate cost containment features in our compre- hensive health care program while care coverage for employees. (Continued on next page) ATTACHMENTS: YES,~ NO I-1 preserving high quality health With the initiatio~ of t/nese features, PREPARED Ac~ing-Personnel Director SIGNATURE: "'C~UNTY ADMINISTRATOR Blue Cross/Blue Shield~Plan Modifications Page 2 we will be able to hold rates at the current level. Those employees who do not wish to continue participation in the Blue Cross/Blue Shield Program due to the implementation of these cost containment features have the option of changing to Key- Care, PruCare or United Medical Plan of Virginia effective October 1, 1985. These options and plan changes will be explained to employees through re-enrollment meetings to be conducted later this summer. SUMMARY OF ACTION REQUESTED: Approve specified recommendations BOARO OF SUPERVISORS G, H. ApflL~TE~C__H_A_IRMAN CLO~R HILL 01~ JESSE J. MAYES, VlCE CHAIRMAN MATOACA OIITRiCT HARRY G. DANIEL R. GARLAND DOOD JOAN GIRONE CHESTERFIELD COUNTY P.O. BOX 40 CHESTERFIELD,VIRGINIA ?_5832 COU~ mlITRATOll RICHARD L. HEDRICK MEMORANDUM TO: FROM: DATE: SUBJECT: The Honorable Members of the Board of Supervisors Richard L. Hedrick, County Administrato~ June 26, 1985 Modification to the Employee Blue Cross/Blue Shield Program As you may recall, in 1984, the Board of Supervisors, faced with a projected health care cost deficit of $250,000 and a recommended rate increase of 34%, elected to pay off the $250,000 deficit from contingency funds rather than pass the deficit, or even a portion of the deficit, to the employee, while at the same time limiting the recommended rate increase of 34% to 20%. Concurrent with this action the Board directed staff to evaluate the market place to determine if there were carriers with health care program offerings at less cost. Consistent with the Board's direction, a committee composed of Mr. Elmer Hodge, Dr. Frank Cain, Mr. Robert Lux, Mr. Robert Galusha, and Mr. Sandy Bremner, Insurance Consultant, Industrial Insurance Management Corporation, was established to evaluate the County's current health care program and to prepare a recommendation, as appropriate, for changes to the current program. The final quarter of the 1984 contract year, contrary to the previous quarter which reflected the projected $250,000 deficit, was a quarter of very positive utilization experience. In fact, experience in that quarter was such that the $250,000 deficit was eliminated without having to draw upon the contingency account as agreed to by the Board of Supervisors. Experience has remained favorable, however, historically experience has been characterized by high peaks and low valleys. Because of current experience, apparent high level of employee satisfaction with our current health care program with its wide selection of health care options (Prucare, United Medical Plan of Virginia, KeyCare and our basic Blue Cross/Blue Shield Comprehensive Major Medical Plan), and the lack of any other health care insurance carrier which could offer any substantial difference in either services and/or costs, the committee was unanimous in its position that changing carriers at this time would be counter-productive. Although the committee did not advise changing carriers, it did feel that certain cost containment revisions to our current base program were in order and, if implemented, should have a continuing impact on controlling increased costs, both to the employer and employee. The recommendations are as follows: so That the maximum out-of pocket expense to the employee in the event of a large claim be increased from the current $250 to $500 and the family maximum amount of out-of-pocket expense be increased from the current $500 to $1000. In light of today's medical costs, the current levels are too low to encourage employee participation in keeping the cost of health care down by wise utilization of health care services. This level of co-payment is consistent with the standards of both the public and private sectors. be That the number of days of inpatient care for psychiatric or substance abuse related problems be reduced from 60 to 30 days. Most employers in the area cover such services at the 30 days maximum. Experience indicates that there appears to be a direct correlation between the length of inpatient treatment and plan provisions; consequently, it is our opinion that by going to the 30 day limit, employees will be encouraged to revert to less expensive out-patient treat- ment. That pre-admission certification by the insurance company for non-emergency hospital admissions be instituted. The experience of the insurance industry indicates that an average of 6% to 7% decrease in overall cost could be expected by implementing this strategy. Its effect is to limit weekend admissions and to encourage treat- ment on an outpatient basis rather than inpatient when appropriate. Inasmuch as our third quarter experience analysis will be available in early July, we feel that, experience remaining reasonably stable, implementation of those changes to our current program as recommended by our insurance consultants will have a very positive effect upon our October renewal rates. Dr. Sullins agrees with the changes and would like to see the Board act upon them as soon as possible. Dr. Sullins is faced with a timing problem as he will have only two meetings with his board prior to the return of the teaching staff for the 85-86 school year, consequently it is important that action on the recommendations be taken not later than the last board meeting in July. If there are no objections from the Board, this item will be brought to the Board as an agenda item at the July 24, 1985 meeting. RLH:rcs CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE SUBJECT: July 24, 1985 ITEM NUMBER: OPERATION OF AN IRONBRIDGE ROAD SOLID WASTE DISPOSAL FACILITY 10 .E. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: The attached report outlining staff reco~endations for the operation of an Ironbridge Bridge Road Solid Waste Disposal Facility was sent to the Board two weeks ago. Although there are a number of alternatives, the report recommends operating a collection station at the site of the new Route 10 Landfill for one year. This recommendation is based on the following policies and guidelines established by the Board in the past. (i) Landfills are to be operated on a self supporting basis without supplement from the General Fund. (2) The cost to the citizens for solid waste disposal should be maintained at its lowest optimum level. (3) The County considers it desirable to look to the future when recycling and recovery operations become more economically feasible. (continued) ATTACHMENTS YES ~ NO [3 Elmer C H dge, Jr Asst. County Administrator SIGNATURE: , COUNTY ADMI N! STRATOR Agenda Item July 24, 1985 Page 2 (4) Consideration should be given for the use of County facilities with other localities as a regional cooperative effort. Staff recommends using the Route 10 Landfill as a collection station because it is the alternative that best fits those policies and guidelines established by the Board. It can be operated at a lower cost to the County and the taxpayers. It provides the greatest flexibility for future decisions. It preserves the use of this landfill for later use or for regional cooperative efforts. It is therefore recommended that the Board: (i) Authorize the County Administrator to negotiate a one-year contract with Shoosmith Brothers for the operation of a solid waste collection station. (2) Establish the tipping fee at $15.00 per ton which represents the break-even cost of operating the Warboro Road Landfill and the Route 10 Collection Station. If the Board chooses to operate this facility as a landfill, then the County Administrator should be authorized to execute a 5-year contract with Walter Link. If the Board elects to maintain tipping fees below the break-even point, an additional appropriation from the General Fund will be necessary as shown in the attached report. ECH:rcs July 9, 1985 SOLID WASTE DISPOSAL ALTERNATIV]I~ The Board will recall that the Chester Landfill has reached its capacity and is to be closed within the next month; The new Ironbridge Landfill was constructed in 1984 with the opening to coincide with the closing of the Chester Landfill. In preparation for the opening of the new landfill, bids were taken for the landfill operation. The lowest bid was submitted by Walter Link and Company for $448,000 per year. This is a considerable increase over the $211,000 cost of operating the current Chester Landfill and is due to the stricter requirements imposed by the state in recent years. To cover the increased operating costs, tipping fees were projected to increase from $12/ton to $18/ton. Although this is a substantial increase, it is comparable to fees established by other localities. At the present time, Henrico has a $17.50 tipping f~ and Richmond charges $19.00 at their large transfer stations, COLLB.C~I...ON 8'rA~ON, ALTI~II.N.A?'IV~, In an effort to contain costs and tipping fees, staff investigated other sources of revenue and alternatives to operation of the new landfill. One alternative, that of operating a solid waste collection station at the Ironbridge Landfill has been Considered and a proposal'by Shoosmith Brothers at a cost of $194,000 per year appears to be the most attractive alternative. Under this concept, the new landfill would be used as a collection station for all private citizen refuse. Refuse collected at this site would be taken by Shoosmith to their landfill approximately .5 mile away. Commercial haulers that have previously used the Chester Landfill would have the choice of using the 8hoosmith Landfill or driving to the County's Warbro Road Landfill. The cost of operating a collection station is considerably less than operating a landfill becaum~ it does not require the heavy equipment, fill dirt and equipment operators. Under thin concept, the Wm'bro Road Landfill would continue to operate a~ it has in the past. Following are the comparative costs for the operation of one landfiU and a coUection station versus the operation of two landfills. Annual Cost of Ope~ating Two Landfills vs One Landfill and O~ Collection Station Operating Costs Chargeable tonnage Break Even Tipping Fee Operating deficit at-' Two One Landfill & Land-"~. Is .COl lection St.'a~.ip_n' $929,000 $675,000 52,000 45,000 $17.82 $15.00 $12/ton $(305,000) $(135,000) $13/ton (253,000) ' (90,000) $14/ton (201,000) (48,000) $15/ton (149,000) -0- $16/ton (97,000) 45,000 $17/ton '(45,000) 90,000 $18/ton -0- 135,000 ~OLID WASTE DISPOBAL ALTERNATIVES Pase..2 The operation of the Ironbridge Road Landfill as a collection station offers several advantages in addition to the reduction in costs. There is potential for a regional solid waste disposal program with neighboring localities. Should this become feasible the site could be used as a landfill or in conJuction With some recycling process. Since the County is legally required to provide for solid waste disposal, the landfill will provide an excellent backup in the event that a collection station becomes infeasible in the future. As a final alternative, the landfill itself could be sold. There are several related issues which the Board may wish to consider in making a decision. Several of the smaller commercial haulers have expressed concern for increases in tipping fees which must be absorbed by them or P~__~ed on to the individual citizen. Since an average household generates 1 to l J tons of waste annually, a $3/ton increase in tipping fee should result in an annual increase of $4 per household. Likewise, a SS/ton increase should result in an $8 increase. Tipping fees which are significantly lower than surrounding jurisdictions may tend to attract waste from private collectors in these Jurisdictions. Staff has considered additional sources of revenue and other suggestions have been made by the present operators of the landfills. Beginning August 1, the County will charge the State Highway Department for disposal at the landfills. This is consistent with the practices of other localities and will generate approximately $12,000 per year. Other sources of revenue have been evaluated but have been considered infeasible because of the impact on the citizens and the likelihood that more trash would be discarded along the highways. There have been requests to discontinue the fee for di.sposal of tires at the landfills. Staff considers this inadvisable because of the' additional coat to the County. Citizens can dispose of up to 4 tires at the present time at no cost· To discontinue the fee for commercial dealers will be inconsistent with the practice of charging other commercial customers for disposal of waste. RECOMMENDATION.q Based on a careful analysis of the alternatives, staff actions: recommends the following · The County should continue operating the Warbro Road Landfill and terminate the operation of the Cheater Landfill when it reaches capacity. 2. The County Administrator should be authorized t0 enter into a one · .year contract with Shoosmith Bt'others for the operation of a col lection station at the new landfill s~ proposed. 3. Tipping fees should be set at $15/ton requiring {no subsidy from the general fund. An early decision is {]ighly desirable because of the time rec{uired to obtain the necessary equipment arid notify citizen and commercial haulel, s using the Chester Landfi 11. BOARD OF SUPERVISORS G. H. APPLEGATE, CHAIRMAN CLOVER HILL DISTRICT JESSE ,J. MAYES,VlCE CHAIRMAN MATOAC& DISTRICT HARRY G. DANIEL DALE DISTRICT R. GARLAND DODD BERMUDA DISTRICT JOAN GIRONE M IDLOTHIAN DISTRICT CHESTER FIELD COUNTY P.O. BOX 40 CHESTERFIELD,VIRGINIA ?.5852 COUNTy ADMINISTRATOR RICHARD L. HEDRICK MEMORANDUM TO: FROM: DATE: SUBJECT: The Honorable Members of the Board of Supervisors Richard L. Hedrick, County Administrator July 10, 1985 Report on Solid Waste Disposal Alternatives Attached is the subject report outlining staff recommendations primarily for the operation of a Southern Area Solid Waste Disposal Facility. I do not concur with the recommendations. It is my recommendation that the Board of Supervisors authorize the awarding of the contract to operate the Southern Area Landfill to Walter Link and Company and that the tipping fee be increased from the current $12.00 per ton to $18.00 per ton. The basis for my recommendation is outlined as follows: The decision to operate two landfills by the County was made several years ago. A bond issue was voted on by the public to construct a Southern Area Landfill. Approximately 1.5 million was appropriated to construct the Southern Area Landfill. There is a moral obligation to follow through with that decision. Raising the tipping fee to cover the cost of operation is the continuation of an existing policy. As indicated in the attached report, the additional cost per average household if passed on directly by the collector is a minimal $8.00 per year. Our neighboring jurisdictions of Henrico, Richmond, and Powhatan have raised their landfill rate to the $17.00-$19.00 range. If the County chooses to subsidize our rate The Honorable Board of Supervisors July 10, 1985 Page 2 from the General Fund, resulting in a rate lower than our neighboring jurisdictions, it may very well be that Chesterfield County will become the solid waste center for the region. In the long run, it will deplete landfills earlier than anticipated and place heavy capital expenditures on us at a later date. The Board will recall that capital costs are funded from the General Fund and are not recouped in landfill charges. RLH:rcs Attachment CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE July 10, 1985 ITEM NUMBER; 10.F.1. SUBJECT: Request for Additional Funds for Completion of Additions and Alterations to Food Service Facilities for County Jail COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Due to design changes and unforeseeable conditions encountered during the construction of the project, it is requested that an additional sum of $22,000 be appropriated for the completion of the project. The additional monies requested were available prior to June 30th of this year in surplus funds in the Sheriff's budget. We had anticipated requesting the appropriation prior to the end of the fiscal year but firm prices were not available. These funds, therefore, were returned by the Sheriff to the General Fund. RECOMMENDATION: Staff recommends the appropriation from the Board of Supervisors' Contingency Fund of $22,000 for completion of the Additions and Alterations to Food Service Facilities for the County Jail. ATTACHMENTS: YES [] NO ~ Robert S. Hodder ,Building Official SIGNATURE: COUNTY ADMINISTRATOR -B~ard of Supervisors July 24, 1985 Page 2 Request for Additional Funds for Completion of Additions and Alterations to Food Service Facilities for County Jail (Continued) Budget & Accounting Comments The additional $22,000 is needed in order for air conditioning to be installed in the new kitchen addition. The General Fund Contingency balance at this time is $385,503. ~L~n~ B. ]~amsey, Direc~ Budget and Accounting ~partment CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: July 24, 1985 ITEM NUMBER' 10.F.2. SUBJECT: . Appropriation of funds for the Lease Purchase of Human Services, Courts, and Data Processing Buildings. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OFINFORMATION: The Staff has received a payment schedule for the lease payments for the Human Services, Courts and Data Processing Buildings. The total payments for 1985-86 will be $2,428,000. The staff recommends that the Board appropriate the funds for these lease payments from the following sources: Interest on Lease Purchase Reserve Fund The lease agreement includes establishment of a reserve fund using a portion of the loan proceeds. Interest earned on this reserve fund will be paid to the County. 245,000 Capitalized Interest (from loan proceeds) A portion of the loan proceeds will be used to offset about one-half of the interest charges for the first year's payments. 900,000 ATTACHMENTS: YES [] NO '~ SIGNATURE: ,, C OU NTY ADM I NI STRATOR Honorable Board of Supervisors Appropriation of funds for lease purchase of three buildings. July 24, 1985 Page 2 Repayment to General Fund (from loan proceeds) for Cost of Building Design In 1984-85, the General Fund advanced money to these projects in anticipation of the lease financing. The loan proceeds may now be used to repay the General Fund, and this can in turn be used to pay as part of the first year's payment. 589,500 Available from Current Year Capital Improvement Funds The 1985-86 adopted budget allocated about $700,000 for lease payments for these projects. 693,500 TOTAL 2,428,000 NOTE: The appropriations outlined above will not affect the planned fund balance. CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE : ,T. ly ~4: 1 qRr~ ITEM NUMBER; iO.G. SUBJECT: Set a public hearing to consider the conveyance of leases of real property at various park sites to operate food concessions. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: Each year, the Chesterfield County Parks and Recreation Department enters into a lease agreement with a variety of organizations to operate food concessions at our parks. These seasonal agreements have, in the past, been conveyed to the athletic associations within the county. Under the seasonal contract, the county allows an approved association or organization to operate a concession for a specific period of time, usually a recreation activity season. A public hearing is required and the Board of Supervisors must convey these leases and/or contracts at the various park sites. The public hearing will consider the conveyance of leases of real property to the Chesterfield Quarterback League to operate food concessions at the following locations from September 1, 1985 to December 1, 1985: EttriCk Park, CheSterfield Courthouse Complex, Matoaca Park and Huguenot Park. PREPARED BY; ATTACHMENTS: YES CI SIGNATURE :,~-- COUNTY ADMINISTRATOR Board of Supe. isors Agenda Public Hearing for Conveyance of Leases July 24, 1985 Page 2 Recommendation: The Parks and Recreation Department recommends that a public hearing be set for Wednesday, September 11, 1985 to consider the conveyance of leases of real property at various park sites to operate food concessions. CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE July 24, 1985 ITEM NUMBER' 10.H.1. SUBJECT: Appropriation of Additional State Revenue to the Sheriff's Office. SUMMARY OF INFORMATION: Summary of Information: The State Compensation Board has approved five additional positions and part time funds for the jail. Included are three deputies, a clerk and a cook. These positions were not included in the budget adopted by the Board but are completely funded by the State. Action Required: Appropriate $102,000 in State funds to the Sheriff's Office. ATTACHMENTS: YES [] SIGNATURE: COUNTY ADMI NISTRATOR CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETINGDATE: July 24, 1985 ITEM NUMBER: 10.H'.2. SUMMARY OF INFORMATION: Due to the increase in vice and narcotic investigations and personnel in the Vice Unit of the Police Department, it is requested the Petty Cash Fund in the Unit be increased from $2,000.00 to $4,000.00. The $2,000 Petty Cash Fund was sufficient when the Vice Unit had four assigned investigators, but now the Unit has nine assigned investigators. ATTACHMENTS: YES r-I NO [] PREPARED BY: ~., ~/- SIGNATURE: COUNTY ADMINISTRATOR CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE : July 24, 1985 SUBJECT: State Road Acceptance ITEM NUMBER: 10.. H. 3. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: BERMUDA DISTRICT: Southland Drive CLOVER HILL DISTRICT: Brookfield South, Section A A portion of Chimney House, Section One Long Hill Ridge Creek Spring Gate The Oaks, Section Four MATOACA DISTRICT: Country Home Estates, Sections 2 and 3 MIDLOTHIAN DISTRICT: Rolling Hill at Bon Air Salisbury Heathland - Section B Smoketree, Sections J and K Sunview ATTACHMENTS: YES I~ NO [] Richard ~ McElfish, P.E. Director EnVironmental Engineering SIGNATURE COUNTY ADMI NISTRATOR MEMORANDUM TO: FROM: SUBJECT: MEETING DATE: Board of Supervisors EnvironmentaI Engineering · State Road Acceptance - Southland Drive July 24, 1985 Southland Drive: Beginning at the intersection with Jefferson Davis Highway, State Route 301, and running easterly to end in a cul-de-sac. MEMORANDUM TO' FROM: SUBJECT: MEETING DATE: Board of Supervisors Environmental Engineering State Road Acceptance - Brookfield South, Section A July 24, 1985 Hartford Lane: Beginning where State Maintenance ends, Hartford Lane, State Route 2664, and going easterly to a cul-de-sac. ~00 N~'/EL D MEMORANDUM TO: FROM: SUBJECT: MEETING DATE: Board of Supervisors Environmental Engineering State Road Acceptance - A Portion of Chimney House, Section One July 24, 1985 Brandermill Parkway: Beginning where Brandermill Parkway ends in Ridge Creek and going northerly to the intersection with Chimney House Road, then continuing northerly to tie into proposed Brandermill Parkway. _CH! M/qE_CY HO~CE MEMORANDUM TO: FROM: SUBJECT: MEETING DATE: Board of Supervisors Environmental Engineering State Road AcceptanCe - Long Hill July 24, 1985~ Brandermill Parkway: Beginning where Brandermill Parkway ends in Chimney House, Section 1, and going northerly to the intersection with Long Hill Road, then continuing northerly to tie into proposed Brandermill Parkway. Long Hill Road: Beginning at the intersection with Brandermill Parkway and going westerly to the intersection with Long Hill Court, then continuing westerly to a cul-de- sac. Long Hill Court: Beginning at the intersection with Long Hill Road and going northerly to a cul-de-sac. LONG HILL MEMORANDUM TO: FROM: SUBJECT: MEETING DATE: Board of Supervisors Environmental Engineering State Road Acceptance - Ridge Creek July 24, 1985 Brandermill Parkway: Beginning where State Maintenance ends, Brandermill Parkway, State Route 1921, and going northwesterly to the intersection with Ridge Creek Road, then continuing northwesterly to tie into proposed Brandermill Parkway. Ridge Creek Road: Beginning at the intersection with Brandermill Parkway and going sou%hwesterly to the intersection with Ridge Creek Court, then continuing southwesterly to a cul-de-sac. Ridge Creek Court: Beginning at the intersection with Ridge Creek Road and going southeasterly to a cul-de-sac. MEMORANDUM TO: FROM: SUBJECT: MEETING DATE: Board of Supervisors Environmental Engineering State Road Acceptance - Spring Gate July 24, 1985 Spring Gate Road: Beginning at the intersection with Huntgate Woods Road, State Route 2954, and going westerly to the intersection with Spring Gate Place, then continu- ing northwesterly to the intersection with Spring Gate Court, then continuing northwesterly to a cul-de-sac. Spring Gate Place: Beginning at the intersection with Spring Gate Road and going southerly to the intersection with Spring Gate Terrace. Spring Gate Terrace: Beginning at the intersection with Spring Gate Place and going westerly to a cul-de-sac. Again, Spring Gate Terrace, beginning at the intersection with Spring Gate Place and going easterly to a cul-de-sac. Spring Gate Court: Beginning at the intersection with Spring Gate Road and going southwesterly, then turns and continues northwesterly to a cul-de-sac. PRING GATE MEMORANDUM TO: FROM: SUBJECT: MEETING DATE: Board of Supervisors Environmental Engineering State Road Acceptance - The Oaks, Section Four July 24, 1985 Liberty Oaks Road: Beginning at the intersection with North Beach Road, State Route 2907, and going northerly to the intersection with Liberty Oaks Circle, then continu- ing northerly to the intersection with Liberty Oaks Court, then continuing northerly to a cul-de-sac. Liberty Oaks Circle: Beginning at the intersection with Liberty Oaks Road and going westerly to a cul-de-sac. Liberty Oaks Court: Beginning at the' intersection with LibertY Oaks Road and going easterly to a cul-de-sac. MEMORANDUM TO: FROM: SUBJECT: F~ETING DATE: Board of Supervisors Environmental Engineering State Road Acceptance - Country Home Estates, Sections 2 and 3 July 24, 1985 Bridle Path Drive: Beginning at the end of State Maintained Bridle Path Drive, State Route 1370 and running northwesterly to the intersection with Bridle Path Court, then continuing northwesterly to end in a cul-de-sac. MEMORANDUM TO: .~ROM: SUBJECT: MEETING DATE: Board of Supervisors .Environmental Engineering State Road Acceptance - Rolling Hill at Bon Air July 24, 1985 Waters Mill Drive: Beginning at .the intersection with Rockaway Road, State Route 718, and going northwesterly to a dead end. AT ~OIV A/IF MEMORANDUM TO: FROM: SUBJECT: MEETING DATE: Board of Supervisors Environmental Engineering State Road Acceptance - Salisbury Heathland - SectionB July 24, 1985 Chepstow Road: Beginning where State Maintenance ends, Chepstow Road, State Route 3382, and going westerly to the intersection with Chepstow Terrace, then continuing westerly to the intersection with Salisbury Road West. Chepstow Terrace: Beginning at the intersection with Chep- stow Road and going northerly, then turns and continues westerly to a cul-de-sac. Salisbury Road West: Beginning at the intersection with Chepstow Road and going northerly to the intersection with Tunsberg Terrace, then continues northeasterly to tie into existing Salisbury Road West, State Route 902. Tunsberg Terrace: Beginning at the intersection with Salisbury Road West and going southeasterly to a cul-de- sac. ~ ALI$ ~ U~Y HE'A'T't-ILA~ b £~C'-i"1 ON "~" MEMORANDUM TO: FROM: ~SUBJECT: MEETING DATE: Board of Supervisors Environmental Engineering State. Road Acceptance - Smoketree, Sections J and K July 24, 1985 Coralberry Drive: Beginning at the intersection with Smoketree Drive, State Route 2770, and going southerly to the intersection with Lady Slipper Lane, then continu- ing southerly to the intersection with Stonecrop Place, then continuing southerly to tie into proposed Coralberry Drive, Monacan Hills, Section 1. Lady Slipper Lane: Beginning at the intersection with Coralberry Drive and going easterly, then turns and con- tinues southerly to a cul-de-sac; again, Lady Slipper Lane, beginning at the intersection with Coralberry Drive and going westerly to a cul-de-sac. Stonecrop Place: Beginning at the intersection with Coralberry Drive and going westerly to the intersection with Stonecrop Court, then continuing westerly to tie into proposed Stonecrop Place, Stonecrop subdivision. Stonecrop Court: Beginning at the' intersection with Stonecrop Place and going northerly to a cul-de-sac. SEdrlON~c ~- ,~D K MEMORANDUM TO: FROM: SUBJECT: MEETING DATE: Board of Supervisors Environmental Engineering State Road Acceptance - Sunview July 24, 1985 Sunview Lane: Beginning where State Maintenance ends, Sunview Lane, State Route 2028, and going southwesterly to a cul-de-sac. Sunview Court: Beginning at the intersection with Sunview Lane and going southeasterly to a cul-de-sac. '/ CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE SUBJECT: July 24, 1985 ITEM NUMBER; RECONSIDERATION OF PUBLIC HEARING DATES SET AT JULY 10, 1985 MEETING 10.H.4. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION At the July 10, 1985 meeting, the Board authorized ordinance changes permitted by the 1985 General Assembly to be advertised for public hearings on July 24, 1985 at 9:00 a.m. as follows: Prohibitions of discharging firearms within 100 yards of a school. (SB 645) Add exemption for museums from compliance with solicitation ordinance. (HB 1395) 3. Adoption of bonus opportunity. (SB 530) Severance tax on oil (not required by State law, but now permitted in the same fashion as a coal severance tax). Due to the problems in scheduling the advertising of the public hearing on these ordinances with the local newspapers, it has not been possible to meet the advertising requirements imposed by law. (Continued) PREPARED BY; ATTACHMENTS: YES ,1~ NO 1~3 SIGNATURE .. ~ "C~U"NTY ADMINISTRATOR Agenda Item July 24, 1985 Page 2 Staff ~recommends that the ordinance providing for a severance tax on oil should be advertised for a public hearing on August 14, 1985 along with the proposed hotel lodging tax and increase in motorvehicle license taxes. Since August 14 is a night meeting and several public hearings are scheduled, staff recommends that the ordinances concerning prohibitions of discharging firearms within 100 yards of a school, adding on exemption for museums from compliance with solicitation ordinance and the adoption of a bonus opportunity be advertised for a hearing on August 28, 1985 at 9:00 a.m. These ordinances are not major changes and the date would allow sufficient time to advertise the public hearings. CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: July 24, 1985 SUBJECT: Street Light Requests ITEM NUMBER: 10.' I'. 1 .' COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION BERMUDA DISTRICT: 3100 Kingsland Road MATOACA DISTRICT: Intersection of Bollinger Road and Woodpecker Road 11 street lights are being requested in Oak Forest Estates ATTACHMENTS: YES I~ NO D PREPARED BY;_ Ri~ch~r~ M//~c E l'f i s h, P.E. Director EnVironmental Engineering SIGNATURE: COUNTY ADMI NISTRATOR STREET LIGHT REQUEST Bermuda District DATE OF REQUEST June 25, 1985 NAME OF REQUESTOR James B. Friend ADDRESS 3100 Kinqsland Road PHONE NUMBER - HOME 275-6666 WORK REQUEST IS LOCATED AT THE INTERSECTION OF AND . REQUEST IS NOT AT AN INTERSECTION. ~PLACED 3100 Kingsland Road PLEASE INSTALL LIGHT ON POLE ~ COMMENTS TAX MAP 81-11 IT IS REQUESTED TO BE OR SET POLE Does not meet criteria (not at an intersection) ATTACHMENT: (Vicinity Sketch) ~222 54 55 12 \ 2920 ~ooo \ ~02~ 6Z6~ 36 58' IDA DISTRICT Galena Rt.1443 SECTION REVISED 6/50/'67 DMR 7/31/67 ~ 8-25-'/2 e/;a/v~ c.--. 3/24/78 g I f - 3/15/'79 CLL 10/16/79 CLL. 4/80 SEH - 12/I 5/8i' SEH 2-2G- 8:~ SW STREET LIGHT REQUEST Matoaca District DATE OF REQUEST NAME OF REQUESTOR ADDRESS June 25~ 1985 Jesse Mayes TAX MAP 181-4 PHONE NUMBER - HOME WORK REQUEST IS LOCATED AT THE INTERSECTION OF AND Woodpecker Road Bollinger Road REQUEST IS NOT AT AN INTERSECTION. .PLACED IT IS REQUESTED TO BE PLEASE INSTALL LIGHT ON POLE # COMMENTS Meets criteria. OR SET POLE ATTACHMENT: (Vicinity Sketch) I t::. ri k Ih_LU UUUIkl I Y 174- 16 I 28 / ',. / I / ~Olli 22 21 20 M~T0flOfi D n ~,, 14 5 STREET LIGHT REQUEST Matoaca District DATE OF REQUEST NAME OF REQUESTOR ADDRESS June 13, 1985 Mr. James H. Banks TAX MAP 180-7 & 8 PHONE NUMBER - HOME WORK REQUEST IS LOCATED AT THE INTERSECTION OF AND . REQUEST IS NOT AT AN INTERSECTION. IT IS REQUESTED TO BE ~PLACED 11 street liqhts are being requested in Oak Forest Estates PLEASE INSTALL LIGHT ON POLE # OR SET POLE COMMENTS Lights at intersections meet criteria (5) There is an existing liqht at Perthshire St. & Hallowa¥ Ave. ATTACHMENT: (Vicinity Sketch) -~'(1) Corner of Glenlivet Dr. and Glenlivet Ct. on Lot 18, Block I ~(2) Corner of Glenlivet Dr. and Shire Oak Dr. on Lot 14, Block H ~-~3) Corner of Perthwood Lane and Shire Oak Dr. on Lot 29, Block I ~r~4) Corner of Perthwood Lane and Perthshire St. on Lot 37, Block I ~--q5) Corner of Holloway Ave. and Glenlivet Dr. on Lot 2, Block H (6) Corner of Holloway Ave. and Glencadam Dr. on Lot 8, Block M (7) On Perthwood Dr. in curve between Lots 34 and 35, Block I (8) On Perthwood Lane at end of cul-de-sac between Lots 8 and 9, Block E (9) On Shire Oak Dr. across from Lot 18, Block H (10) On Glenlivet Ct. at end of cul-de-sac between Lots 13 and 14, Block I (11) On Holloway Ave. across from Lot 1, Block E ~o~o'~O¥ June 13, 1985 Mr. Viar Environmental Engineer Chesterfield County Chesterfield, VA 23832 Dear Mr. Viar: We the members of the Oak Forrest Estate Community request your office take the necessary action to install (il) eleven or more street lights in our community as soon as possible (see attached overlay). The purpose of this request is to afford our families and loved ones the maximum safety and protection possible during the hours of darkness. The points of contact for this effort in our community are: Mr. Charles W. Crowder 20016 Holloway Avenue Matoaca, VA 23803 Mr. James H. Banks 21103 Glenlivet Court Matoaca, VA 23803 Phone 590-2330 (H) Phone 590-170'~ (H); 734-4440 (O) Signed by the members of the Oak Forrest Estate community. 1 Attachment YES FOR STREET LIGHTS IN OUR COMMUNITY YES FOR STREET LIGHTS IN OUR COMMUNITY ~ ~YES FOR STREET LIGHTS IN OUR COMMUNITY YES FOR STREET LIGHTS IN OUR COMMUNITY YES FOR STREET LIGHTS IN OUR COMMUNITY YES FOR STREET LIGHTS IN OUR COMMUNITY YES FOR STREET LIGHTS IN OUR COMMUNITY YES FOR STREET LIGHTS IN OUR COMMUNITY CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: July 24, 1985 ITEM NUMBER; 10.I.2. SUBJECT: Request for Amendment to General Plan 2000 COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION In July 1983, the Board of Supervisors adopted the Jahnke-Chippenham development area study prepared by PRC Voorhees as an amendment to the General Plan 2000. This study recommended land uses and road improvements in the Jahnke-Chippenham area. As development of this area progresses, we must now take the recommendations of the Jahnke-Chippenham area study and develop them to the construction phase. The County has recently received a request from Mr. Barry Blumberg of Sigma Development, Incorporated, to consider a refinement to the Jahnke-Chippenham development area study recommendations. A report entitled "A Refinement of Geometric Requirements for Jahnke Road Between Powhite Parkway Extended and Chippenham Parkway" has been submitted by Wilbur Smith & Associates, outlining the recommended provisions. The conclusion of the report is that the only variation in the Voorhees Study recommendations is the provision for free-flow channelized right turn lanes at the intersection of Jahnke Road and Chinaberry instead of signal control dual right turn lanes, No other changes are recommended. RECOMMENDATION: Staff recommends that the Board refer the Continued - page 2 PREPARED BY;. _~R.~j- /J~ ~~ _ . Mccracken ATTACHMENTS: YES [] NO SIGNATURE:, Director, Transportation COUNTY ADMINISTRATOR Page Two Agenda Item - General Plan 2000 request for amendment to the General Plan 2000 to {he Planning Commission for their action. pb CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE' July 24, 1985 ITEM NUMBER: 10.I.3. SUBJECT: Referral of the draft Transportation and Land Use Plan for the Central Area to the Planning Commission for public hearing and recommendation. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION On June 27, 1984, the Board of Supervisors authorized Harland Bartho- lomew and Associates to develop a transportation and land use plan for the Central Area of the County. A copy of the draft Plan and projected adoption time schedule is attached. The Board is asked to refer this draft Plan to the Planning Commission for consideration and public hearing. As the attached time schedule indicates, during the time the Planning Commission is preparing for its public hearing, public information meetings will be held on August 6 at Thomas Dale High School and August 7 at Meadowbrook High School. Planning staff will prepare an.analysis of the draft Plan which considers comments received. When completed, the analysis will be transmitted to the Board and Planning Commission. RECOMMENDATION Staff recommends that the Board transmit the Transportation and Land Use Plan for the Central Area draft to the Planning Commission for consider- ation and public hearing. Attachment AGENII/JN246/dem ATTACHMENTS: YES ~ NO [] of Planning / SIGNATURE: COUNTY ADMI NISTRATOR B~OARD OF SUPERVISORS ~.H. APPLEGATE,CHAIRMAN CLOVER HILL OI~I'RtCT JESSE J. MAYES, VICE CHAIRMAN MATOACA DISTRICT HARRY G. DANIEL DN.E DISTRICT R. GARLAND DODD BERMUDA DISTRICT JOAN GIRONE M IOLOTHIAN OISTRICT CHESTER FIELD COUNTY P.O. BOX 4.0 CHESTERFIELD,VIRGINIA 25832 COUNTY ADMINISTRATOR RICHARD L. HEDRICK MEMORANDUM TO: DATE: SUBJE~ Chesterfield County Board of Supervisors Chesterfield County Planning Commission Richard L. Hedrick, County Administrator James P. Zook, Director of Planning (Acting) July 17, 1985 : Central Area Plan: Events and Schedule The County has received the Central Area Plan draft. The following events and schedule are suggested. July 19 - Board of Supervisors sent copies of Plan. July 24 Board transmit study to Planning Commission for review and public hearing. July 25 Letter sent inviting public to community meetings presenting Plan. July 30 - Plan presentation to press. August 6 - Community meeting on Plan draft at Thomas Dale High School from 6:00 p.m. to 10:00 p.m. August 7 - Community meeting on Plan draft at Meadowbrook High School from 6:00 p.m. to 10:00 p.m. August 13 - Planning staff analyses and recommendation forwarded to Board of Supervisors and Planning Commission. August 20 - Work session with Planning Commission. August 20 - Planning Commission public hearing for consideration of amend- ment, recommendation and referral to Board. CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: JU~Y 24, 1985 ITEM NUMBER: 10.I.4. SUBJECT: Waiver of the Airport Industrial Park Restrictive Covenants relating to corner side yard setbacks for Marco Machine and Design, Inc. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: Marco Machine and Design, Inc. wishes to expand their building at the Chesterfield Airport Industrial Park per the attached letter and plans. The Restrictive Covenants require a fifty (50) foot corner side yard setback. The subject property is located at the intersection of White- pine Road and a recorded thirty (30) foot wide right of way. The right of way was recorded to provide emergency access between Whitepine Road and the runway. It is also used for access for two (2) businesses. Marco Machine's proposed addition encroaches twenty-five (25) feet into the required fifty (50) foot setback. Therefore, in order to construct the proposed addition, the Board must waive the Restrictive Covenant requirements. At today's zoning session, the Board will consider a Conditional Use Planned Development (Case 85S100) to grant relief to the thirty (30) foot corner side yard setback required by the Zoning Ordinance. ATTACHMENTS: YES I~ NO [] DJ~eecS~©~ oZ~°pklann~ (Acting) SIGNATURE:. COUNTY ADMI NISTRATOR P~COMMENDAT ION Since the road adjacent to the corner side yard of Marco Machine and Design, Inc., is only used for emergency purposes and access to two (2) businesses, the proposed encroachment should not impede or hinder accessibility to the airport. Start would recommend that the Board approve this request. Attachments AGENII/JL35/jac OF AIRPORT INDUSTRIAL. PARK RESTRICTIVE COVENANTS PRECISION MACHINE SHOP PROTOTYPE OR PRODUCTION PHONE (804) 275-5555 MARCO MACHINE & DESIGN, INC. 7740 WHITEPINE ROAD RICHMOND, VIRGINIA 23237 April 30, 1985 CHESTERFIELD AIRPORT INDUSTRIAL PARK Chesterfield County Board of Supervisors Chesterfield, Va. 23832 Re: Restrictive Covenants Chesterfield Airport Industrial Park Dear Supervisors, This letter will serve as a request for a variance to the Restrictive covenants covering the Industrial Park at Chesterfield County Airport. The reason for this request is so that Marco Machine can expand the size of its building for the third time in ten years. The proposed addition is shown on the site plan furnished. The section of the covenants that I would like a vari- ance on deals with corner side yard minimums of 50 feet. I would like this to be reduced to 25 feet in the case of my property. Due to the fact that the right away beside my building is not a normal roadway as such and serves as an emergency road to the airport, I would hope that you could see fit to grant this variance. Thank you for your consideration in this matter. Sincerely, RCO MACHINE & DESIGN, INC. Marshall W. Cole, Jr. President MWCjr/ca CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: July 24, 1985 ITEM NUMBER: 10.I.5. Waiver of the Airport/Industrial Park Restrictive Covenants SUBJECT: requirements that (1) principal structures have a minimum size of 7,000 square feet; and (2) principal structures shall not be set back more than 110 feet from the front property line COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION BACKGROUND The Utilities Department has identified a need to provide a water pumping station in the Airport area to pump water from the Appomattox River to the northern part of the County to improve distribution of water during high demand times. As shown on the attached plans, a site has been selected within the Airport/Industrial Park and the Utilities Department has filed the appropriate zoning applications. Paragraph (d), Subparagraph (3) of the Airport Restrictive Covenants states that the minimum size of the principal building excluding buildings for airplane storage and/or service shall be 7,000 square feet. The pro- posed structure will contain approximately 1,500 square feet in size and will be constructed of materials and an architectural style that will be compatible with other structures within the Industrial Park. The Board has granted similar waivers to the following businesses within the Industrial Park: ATTACHMENTS: YES I~ Applied Fluid Power - 4,000 square feet (Approved Building Size) A & L Labs - 4,200 square feet (Approved Building Size) Mormon Warehouse - 5,000 square feet (Appro/~ed Building Size) James"P/. -;ook '/) ' Direc~r of Pla n~g (Acting) NO D SIGNATURE: COUNTY ADMI NISTRATOR Subject: Waiver of the Airport/Industrial Park Restrictive Covenants requirements that (1) principal structures have a minimum size of 7,000 square feet; and (2) principal structures shall not be set back more than 110 feet from the front property line July 24, 1985 Page 2 The plan submitted with the application shows the building setback 110 feet from the front property line. This is the maximum setback allowed by the Covenants. The site itself is approximately 500 feet deep. Staff feels there could be benefits if the building were to be located nearer to the rear property line. These benefits include reduced concern with architectural style, location of overhead doors and the possibility that the Whitepine Road frontage could ultimately be sold for industrial uses. Potential liabIlities with the increased setback include additional construction cost for the driveway and the potential for increased vandalism due to decreased visibility of the structure from Whitepine Road. RECOmmENDATION Board of Supervisors grant a waiver of Section A, Paragraph D, Subpara- graph 3, of the Restrictive Covenants to permit a 1,500 square foot water pumping station within the Industrial Park and a waiver to Section A, Paragraph B of the Restrictive Covenants to permit the building to be set back more than 110 feet from the front property line if appropriate engineering details can be resolved upon review by the Planning and Utilities Departments. Attachment AGENII/JN232/dem C A M-/ ZC 'COUNTY_ AIRPORT R TH B-/ .~. C ZC RO. EXTD, £0~~ CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE SUBJECT: July 24, 1985 ITEM NUMBER: 10.I.6. Consideration of Agreement with Crow-Klein-MacFarlane for Alternative Design for Access to Powhite Parkway COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION The County and the Virginia Department of Highways and Transportation (VDH&T) have established a procedure to consider proposals for alternative design to Powhite Parkway to provide access to adjacent development. Crow-Klein-MacFarlane Partner- ship has proposed an office and commercial development at Midlothian Turnpike and Powhite Parkway, the zoning for which will be considered by the Board at the afternoon session on July 24, 1985. Crow-Klein-MacFarlane Partnership has signed the standard agreement (see attachment). Recommendation: It is recommended that the Board accept this agreement and authorize the County Administrator to execute it on behalf of the County. ATTACHMENTS: YES ~ NO [] !fey L. Mincks Senior Assistant 'County Attorney SIGNATURE: 0 U~~N TY 'ADM IN I STR ATOR /- AGREEMENT PROVIDING FOR ALTERNATIVE DESIGN FOR ACCESS TO POWHITE PARKWAY IN THE VICINITY OF THE SOUTHWEST INTERSECTION OF MIDLOTHIAN TURNPIKE AND THE PROPOSED EXTENSION OF POWHITE PARKWAY THIS AGREEMENT, made this day of , 1985, between the COUNTY OF CHESTERFIELD, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the "County"), and CROW-KLEIN-MACFARLANE, a Texas limited partnership ("Crow"). WHEREAS, Crow owns property in the vicinity of Midlothian Turnpike through or adjacent to which Powhite Parkway is to be constructed as shown on the attached map; and WHEREAS, Crow desires to develop such parcel with access to and from Powhite Parkway as well as to adjacent roads although the current design for Powhite Parkway does not permit such access; and W-HEREAS, the County has arranged with the Virginia Department of Highways and Transportation ("VDH&T") for VDH&T to consider any pro- posals submitted by the County for the design of Powhite Parkway and access to and from it and the design of adjacent roads. WITNES SET H : That in consideration of the mutual covenants herein, the parties agree as follows: 1. Crow agrees to submit, in wrtting~ to the County any plans or proposals setting forth its ideas concerning the best approach to providing direct access to and from Powhite Parkway as well as any other alternatives for use by the VDH&T consultants in preparing alternative designs providing direct access to and from the Crow parcel or providing the ability to obtain access to and from Powhite Parkway or adjacent limited access roads. If Crow fails to submit such plans to the County by October 1, 1985, this Agreement shall be null and void. 2. Both parties recognize that the design for Powhite Parkway is scheduled to be completed by November 1, 1985, and construction bids will be solicited in March of le~$6. Neither VDH&T nor the County is obligated to delay the design and construction schedule and Crow recognizes that it may not be possible to include any alternative direct access designs to the Crow parcel under the existing schedule without Crow incurring additional design or construction costs. 3. The County agrees to promptly transmit such ideas to VDH&T which shall consider the ideas, but is not bound to follow such ideas strictly. 4. Crow agrees to pay in advance to the County, all costs or expenses arising out of the preparation of these alternative designs for Powhite Park- way based on the ideas submitted to the County by Crow, including but not limited to all costs of VDH&T, all consultant's costs, and personnel and administrative costs of the County. The County will not generally duplicate those expenses incurred by VDH&T provided, however, that all parties anticipate that VDH&T will request~ engineering review by the County of certain design matters. Crow agrees to pay the County all such costs within fourteen (14) days of mailing to Crow written notice of the total cost of preparing such alternative designs. 5. The parties agree that the execution of this Agreement does not imply in any way recognition or approval of any proposed land uses or alter- native road designs by the County. Any changes in zoning desired by Crow or approvals of alternative road designs for Powhite Parkway shall be pursued through the appropriate statutory and regulatory processes by Crow. Fur- thermore, unless otherwise agreed, the parties agree that neither the County nor VDH&T nor its designee shall be responsible for the payment of any costs associated with the construction of any alternative road designs for Powhite Parkway developed pursuant to this Agreement, if such alternatives are ever constructed. 6. Crow agrees that the sole purpose of paying for alternative designs is to obtain direct access to Crow's property from Powhite Parkway so as to provide possibilities for design changes to Powhite Parkway and that Crow has no intention of using such designs in any eminent domain proceeding or to otherwise prejudice the County or VDH&T. Crow recognizes that neither the County nor VDH&T has any duty to approve any alternative designs, build any alternative designs or acquire right of way for any alternative designs. The parties further recognizes that VDH&T shall have sole discretion to determine the location and extent of right of way necessitated by any alternative designs. Crow agrees to indemnify and hold harmless the County and VDH&T as well .as its agents and employees from any claims, losses, damages, costs or other liability arising out of the activities performed pursuant to this Agreement. 7 Unless modified by agreement of the parties pursuant to paragraph 4,. and if any road design alternative developed pursuant to this Agreement and necessitated by Crow's proposed development is ultimately constructed, Crow agrees to provide for payment to VDH&T or its designee, of all costs associated with the construction of such alternative design determined in a manner agreed to by VDH&T and Crow upon presentation of a written state- ment of costs. ~ 8. This Agreement shall be binding on ail successors or assigns of the parties to this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer, agent or partner of the county, VDH&T or Crow; nor shall it be construed as giving any rights or benefits hereunder to anyone other than the parties to this Agreement and VDH&T. 9. This Agreement constitutes the entire agreement and understanding between the parties and it shall not be modified, altered, changed or amended unless in writing and signed by the parties hereto. 10. Ail parties agree that the validity and construction of this Agree- ment shall.be governed by the laws of the Commonwealth of Virginia. COUNTY OF CHESTERFIELD, VIRGINIA By: Title: Approved as to form: Steven L. Micas County Attorney CROW-KLEIN-MACFARLANE Charles S. Macfarla~e General Partner CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA SUBJECT: Request for Reduced Speed Limit/Old Stage Road. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OFINFORMATION: Mr. Garland Dodd has received requests from citizens for a reduction in the speed limit on Old Stage Road from Route 10 to Osborne Road. RECOMMENDATION Staff recommends that the Board adopt the attached resolution requesting the Virginia Department of Highways and Transportation to study Old Stage Road to determine if a reduction in the speed limit is warranted. .. ATTACHMENTS: YES [3: NO [] SIGNATURE: COUNTY ADMI NI STRATOR CHESTERFIELD COUNTY: At the regular meeting of the Board of Supervisors held at .the Courthouse on July 24,1985 at 9:00 a.m. ~ Whereas, the Chesterfield County Board of Supervisors has received requests from citizens to reduce the speed limit on Old Stage Road (Route 732), Now, therefore, be it resolved that the Board of Supervisors hereby requests the Virginia Department of Highways and Transportation to conduct a speed study on Old Stage Road to determine if a reduction in the speed limit is warranted. Vote: Certified By: Joan S. Dolezal, Deputy Clerk to the Board of Supervisors AN ORDINANCE TO AMEND THE CODE OF THE COUNTY OF CHESTERFIELD, 1978, AS AMENDED, BY AMENDING SECTION 21-37 RELATING TO NONCONFORMING USES BE IT ORDAINED by the Board of Supervisors of Chesterfield County: (1) That Section 21-37 of the Code of the County of Chesterfield, 1978, as amended, is amended and reenacted as follows: Sec. 21-37. Enlargement, extension, etc. No nonconforming use shall be enlarged, extended, reconstructed, sub- stituted or structurally altered, except when required by law or lawful order unless the use thereof is changed to a use permitted in the district in which located, except as provided in the "B" or "M" Districts or as follows: O O O (f) In residential districts, a nonconformin~ mobile home may be re- placed with a newer unit. ORDIN/JL120/dem CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE SUBJECT: July 24, 1985 ITEM NUMBER: Water and Sewer Financial Reports 10,J,l.a. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: See attached reports. ATTACHMENTS: YES ~ NO E] SIGNATURE: COUNTY ADMI NISTRATOR n~ 0 ~ o 0o o o ~ ~ · ~ 0 0 O3 ~ ~ 0 ~ n~ o ~ ~ 0 ~ 00 ~. J 0 ~ ~ ~ ~ 0000 ~ ~ 00~ ~ ~, O~ ~ ~0~00~0~~0~0~0~~ ~0000000000000~00000000000 ~0000000000000~000000000~0 ~000000~000000~00000~000~ ~0~00~0~0~~0~0~0~000~000~ ~000 0 0 0 0 0 000 ~ I I I I I ~ I ~ I I I I I I I I ~ 0 0 o ~ ~ 0 0 0 ~0 .,-I ~> -,-I O~ 04-.} 0 qJ 0 -,-I 0 0.~ o 0 0 0 ,-t 0 I (D I I o I-I I-I 0~0 O~ 0 ~4 4J 0 0 ~oo~oooooo ~ ~ ~ ~0~00000 ~ ~ ~0~0000~ ~ ~00 ~ ~ ~ 00000000~0000000000 0 m~ ~0 O~-H O 4~ M 0 0-~ ~00 -~ ~0 0 CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AG E NDA MEETING DATE SUBJECT: July 24, 1985 ITEM NUMBER: 10.J,l.b. Report of Water and Sewer Contracts by Developers COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION The following Water and Sewer Contracts were executed by the County Administrator. 1. W85-88D/6(8)5880 Afton, Section 7 Dale Developer: Model Development Corporation Contractor: Piedmont Construction Company, Incorporated Number of Connections: 52 $33,003.00 W85-89D/6(8)5890 Bon Air Forest, Section A Developer: Bon Air Forest Associates Contractor: RMC Contractors, Incorporated Number of Connections: 50 Midlothian $45,885.00 W85-103D/6(8)5033 Millstone Creek Developer: J. Mark Sowers Contractor: J. Steven Chafin, Incorporated Number of Connections: 44 Midlothian $31,336.00 ATTACHMENTS YES I-I .o q) SIGNATURE: C OU NTY ADM I NI STRATOR Page 2 July 24, 1985 W85-104D/6(8)5043 Courthouse Woods, Section 2 Dale Developer: A. M. Associates Contractor: Castle Equipment Sub Contractor: J. H. Martin & Sons Contractors, Incorporated Number of Connections: 17 $15,118.00 W85-105D/6(8)5053 Pre-Con Office Warehouse Bermuda Developer: Pre-Con, Incorporated Contractor: Whitehead-Leach Construction Company, Incorporated Sub Contractor: Lyttle Utilities, Incorporated Number of Connections: 1 $14,000.00 W85-107D/6(8)5073 Pagehurst Condominiums, Phase IV Developer: George B. Sowers, Jr. Midlothian Contractor: J. Steven Chafin, Incorporated Number of Connections: 4 $5,504.00 W85-108D/6(8)5083 Taylor-Parker Company Office/Warehouse Developer: Taylor-Parker Company Bermuda Contractor: L. J. Hoy, Incorporated Number of Connections: 1 $9,658.00 W85-109D/6(8)5093 Security Federal Savings & Loan Developer: Irvin G. Horner Contractor: Kjellstrom and Lee, Incorporated Sub Contractor: John Marshall, Incorporated Number of Connections: 1 Clover Hill $4,732.00 S85-36D/7(8)5360 Children's World - Rt. 360 & Pocoshock Boulevard Developer: Children's World, Incorporated Clover Hill Contractor: Katherman & Company, Incorporated Sub Contractor: Best Backhoe Excavating, Incorporated Number of Connections: 1 $4,902.50 10. 11. S85-69CD/7(8)5692 Afton, Section 7 Dale Developer: Model Development Corporation Contractor: Piedmont Construction Company, Incorporated Number of Connections: 52 $48,667.90 S85-74D/7(8)5740 Courthouse Woods, Section 2 Dale Developer: A. M. Associates Contractor: J. H. Martin & Sons Contractors, Incorporated Number of Connections: 19 $25,874.00 July 24, 1985 Page 3 12. 13. S85-77D/7(8)5770 Johnston-Willis Center, Phase I Clover Hill Developer: CVH Partnership Contractor: J. H. Martin & Sons Contractors, Incorporated Sub Contractor: Castle Equipment Corporation Number of Connections: 8 $36,806.40 S85-79D/7(8)5790 Mason Woods, Section A Dale Developer: George B. Sowers, Jr. and Associates, Incorporated Contractor: J. Steven Chafin, Incorporated Number of Connections: 63 $89,712.02 CHESTERFI ELD COUNTY BOARD OF' SUPERVISORS AGENDA MEETING DATE: SUBJECT: July 24, 1985 ITEM NUMBER: 10.J,2.a. UTILITY PUBLIC HEARING: Ordinance to Vacate Drainage Easements within Block B, Plum Creek, Section 1. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: Staff is requesting the Board to adopt an ordinance to vacate two 16' drainage easements within Block B, Plum Creek, Section 1. We have received an application from S & B Development Company of Virginia, Incorporated, requesting the vacation of two 16' drainage easements within Block B, Plum Creek, Section 1, as shown on the attached plat. This is a requirement of Environmental Engineering, has been reviewed, and approval is recommended. District: Clover Hill Recommend Approval ATTACHMENTS' YES I~1 NO I-I SIGNATURE :. '~00NTY ADMINISTRATor CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE' SUBJECT: July 24, 1985 ITEM NUMBER: 10.J.2.b. UTILITY PUBLIC HEARING: Ordinance to Vacate Portions of Francill Drive within Forest Acres, Section C. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Staff is requesting the Board to adopt an ordinance to vacate portions of Francill Drive within Forest Acres, Section C. We have received an application from Balzer and Associates, Incorporated, requesting the vacation of portions of Francill Drive, as shown on the attached plat. This is a planning requirement, has been reviewed by Staff and approval is recommended. Utility easements will be retained, as shown on the plat. District: Clover Hill Recommend Approval ATTACHMENTS: YES ~ NO [] SIGNATURE: COUNTY ADM I NISTRATOR 5'8~ ° e,o '~ --- vo c o Y-~cY for. /_,of-l, ~/oo/(_, ",J'" M or'~ood 8. & doc/ -.- \ \ \\ ~OCOS~OC~ GOLF COURs~ , g ~ 0 9~ CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: SUBJECT: July 24, 1985 ITEM NUMBER: 10.J.3. Approval of Documents for Sewer and Water Bond Financing. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OFINFORMATION: The Board of Supervisors must approve the following documents so that staff may proceed with the Sewer and Water Revenue Bond Financing: jSewer and Water Bond Resolution - The sewer and water system will be operated under the conditions of this resolution. The basic commitment here is that the County will establish and maintain sewer and water rates sufficient to produce 115% of debt service after operating expenses are paid. In addition, the resolution commits the County to maintain accounts and records in a manner consistent with this type of financing. This resolution replaces the old water bond resolution, which was established in the early 1960's. jFirst Supplemental Resolution - With each revenue bond financing issued under the Water and Sewer Bond Resolution, a supplemental resolution is added which establishes the conditions (primarily interest rate and structure) of that particular sale. They will be numbered first, second, third, etc. The first revenue bond sale under the new resolution will be the Virginia Resources Authority sale scheduled for Monday, July 22. PREPARED BY; ATTACHMENTS: YES [] SIGNATURE: _ ~ '~,~'3"~ COUNTY ADMI NI STRATOR Honorable Board of Supervisors Sewer and Water Bond Financing July 24, 1985 Page 2 ~.~ ~Loan Agreement with Virginia Resources Authority - The Board approved the issuance of $20,000,000 of the overall financing needs of the sewer and water system to the Virginia Resources Authority. We will have the interest rate at the Board meeting since the VRA sale is not scheduled until Monday. The above documents are lengthy and are being completed by the bond attorneys and will not be available until late Tuesday. We will attempt to deliver them to each Board member prior to the Wednesday Board meeting. COUNTY OF CHESTERFIELD, VIRGINIA RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CHESTERFIELD, VIRGINIA, AUTHORIZING THE ISSUANCE OF WATER AND SEWER REVENUE BONDS OF THE COUNTY OF CHESTERFIELD, VIRGINIA, AND PROVIDING FOR THE SECURITY OF THE HOLDERS THEREOF ADOPTED JULY 24, 1985 TABLE OF CONTENTS SECTION 1.1. 2.1. 2.2. 2.3. 2.4. 2.5. 3.1. 3.2. 3.3. 3.4. 3.5. 3.6. 3.7. 3.8. 3.9. 3.10. 4.1. 4.3. 4.4. 4.5. PAGE ARTICLE I DEFINITIONS AND INTERPRETATION Definitions Interpretati~'~~~~~ I-1 I-9 ARTICLE I I TERMS OF BONDS Bond Resolution to Constitute Contract; Ob~ arity B°nd SB~~ ...................... igation of Authorization of Bon~'[[[[[[[[[[[[[[[[[[ Conditions Precedent to Delivery of Bo nd s Sonditio~'~~' ~'~ ~'~ ...... Refunding Bonds ....................... II-1 II-1 II-1 II-1 II-2 ARTICLE III GENERAL TERMS AND PROVISIONS OF BONDS Medium of Payment, Denomination, Maturities, Form and Date ............. Legends .................... Interchangeability of Bonds-''''''- ''''-''''''-['''' Negotiability, Transfer and Registry---- Transfer of Bonds ....................... Regulations With Respect to Exchanges and Transfers ............................. Bonds Mutilated, Destroyed, Stolen or Lost ............. Preparat~ ~ ~~ ~~ Temporary Bonds . . Cancellation and D~~ ~'~ ~ Execution ............................... III-1 III-2 III-2 III-2 III-2 III-2 III-3 III-3 III-3 III-4 ARTICLE IV APPLICATION OF BONDS PROCEEDS AND OTHER AMOUNTS Application of Bond Proceeds ............ Application of Capitalized Interest Account Applicatio~'~'~~~'~~'~ Construction Expenses ....... _. _.._...._ Application of Proceeds Of'RefundinG Bonds ................................. IV-1 IV-1 IV-1 IV-2 IV-2 5 5 5 5 5 5 5 5 5 5 5 5 .1. ,2, .3. .4. ,5, .6. .7. .8. .9. .10. .11. .12. ARTICLE V PLEDGE OF BOND RESOLUTION; FUNDS AND ACCOUNTS Pledge Effected by Bond Resolution ...... Funds and Accounts ...................... Construction Fund ....................... Revenue Fund Operating Fun~'~~~~~ Debt Service Fund ................. Debt Service Reser~ ~ Extension and Replacement ~'[[[[[[[[[[ Redemption Fund ......................... Deposits ................. Investmen~ ~ ~~ ~ Valuation and Sale of Investments''''''''-'''' ''''''' V-1 V-1 V-1 V-1 V-3 V-3 V-5 V-5 V-6 V-6 V-7 V-7 -i- SECTION 6.1, 6.2. 6.3. 6.4. 6.5. 6.6. 7,1. 7.2. 7.3. 7.4. 7.5. 7.6. 7.7. 7.8. 7.9. 7.10. 7.11. 7.12. 7.13. 7.14. 7.15. 7.16. 7.17. 8,1. 8.2. 8.3. 8.4. 9.1, 9.2, 9.3. 9.4. 9.5. 9.6. 10.1. 10.2. 10.3. 10.4. 10.5. 10.6. ARTICLE VI REDEMPTION OF BONDS Privilege of Redemption and Redemption Price Redempti~' ~' ~'~~'~ ............ Direction of the County Redemption Otherwise Than ~g'~[Q:~ .... Election or Direction Selection of Bonds to Be'~~'][~]~ Notice of Redemption . .. Payment of Redeemed B~; ~~ ...... of Redemption ......................... ARTICLE VII PARTICULAR COVENANTS Payment of Bonds Extension of Paym~'~'~'~[~~ Appointment of Registrar Power to Issue Bonds and ~~'[[[[[[[[[ Further Assurance Accounts and Repor~'~~~~ Operating Budgets ....................... Rate Covenant Collection of Consultant's Report Issuance of Addition~{'6~{i~[~g~']][][~ Tax Covenants Construction Insurance Sale of th~'~g~ ....................... Compliance With General ................................. ARTICLE VIII SUPPLEMENTAL RESOLUTIONS Supplemental Resolutions Effective Upon Filing With the Trustee ....... Supplemental Resolutions Effect~ Upon Consent of Trustee ....... Supplemental Resolutions Upon Consent of Bondholders ........... General Provisions ...................... ARTICLE IX AMENDMENTS Mailing and Publication of Notice of Amendment --eec Powers of Amendment ee Consent of Bondholders Modifications by lJnanim~l~'~l~°222~22 Exclusion of Bonds Notation on Bonds ....................... ARTICLE X DEFAULTS AND REMEDIES Events of Default ....................... Remedies Priority Termination of Proceedings . Bondholders' Direction of Limitation on Rights of Bondholders ..... -ii- PAGE VI- 1 VI-1 VI- 1 VI-1 VI-1 VI -2 VII-1 VII-1 VII-1 VII-1 VII-1 VII-1 VII-2 VII-3 VII-3 VII-4 VII-4 VI I-5 VII-5 VII-5 VII-6 VI I-6 VII-7 VIII-1 VIII-1 VIII-2 VIII-2 IX-1 IX-1 IX-2 IX-3 IX-3 IX-3 X-1 X-1 X-2 X-4 X-4 X-4 SECTION 10.7. 10.8. 10.9. 10.10; 11.1. 11.2. 11.3. 11.4. 11.5. 11.6. 11.7. 11.8. 11.9. 11.10. 11.11. 11.12. 11.13. 11.14. 12.1. 13.1. 13.2. 13.3. Possession of Bonds by Trustee Not Required Remedies No~'~.~.~'~~~ No Waiver of Default Notice of Event of ARTICLE XI CONCERNING THE FIDUCIARIES The Trust Evidence on Which Trustee May Act Compensation Permitted Act~'~'~~'~ Resignation of Trustee ........... Removal of Trustee Appointment of Succ~;'~;~'~~ Transfer of Rights and Property to Successor Trustee Merger or Consolidati~'[[[[[~[~[~ Appointment of Paying Agent ...... Qualifications of Paying Agent Evidence of Signatures of Bondh~i~ and Ownership of Bonds Appointment of Registrar ARTICLE XII DEFEASANCE Defeasance .............................. ARTICLE XIII MISCELLANEOUS PROVISIONS No Recourse Under Bond Resolution or on Bonds Repeal o~'~g~{~~'~g~g~.~'~ .... Proceedings . . Effectiveness ~ ~g~'~~ ~~ PAGE X-5 X-5 X-5 X-5 XI-1 XI-1 XI-1 XI-1 XI-2 XI-2 XI-2 XI-2 XI-3 XI-3 XI-3 XI-4 XI-4 XI-4 XII-1 XIII-1 XIII-1 XIII-1 -iii- RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CHESTERFIELD, VIRGINIA, AUTHORIZING THE ISSUANCE OF WATER AND SEWER REVENUE BONDS OF THE'COUNTY OF CHESTERFIELD, VIRGINIA, AND PROVIDING FOR THE SECURITY OF THE HOLDERS THEREOF RECITALS 1. The Existing System (hereinafter defined) currently provides water and sewer services to the residents and businesses located within the County of Chesterfield, Virginia (the "County"). 2. The County currently has outstanding several Series of bonds (hereinafter defined as the "Refunded Bonds"). 3. The County proposes to issue bonds (the "1985A Bonds") under this Bond Resolution to the Virginia Resources Authority and to apply a portion of the proceeds of sale of the 1985A Bonds to refund and defease the Refunded Bonds and to finance a portion of the cost of the 1985 Expansion (as hereinafter defined). 4. The County also proposes to issue bonds (the "1985B Bonds") under this Bond Resolution and apply the proceeds of the 1985B Bonds to finance the balance of the cost of expanding the Existing System as described in the Engineer's Report (the "1985 Expansion"). 5. It may be necessary or desirable for the County to issue bonds (the "Completion Bonds") and apply the proceeds thereof to finance the cost of completing the 1985 Expansion. 6. The County may desire to issue additional bonds (the "Additional Bonds") and apply the proceeds thereof to finance the costs of extensions, additions and capital improvements to, or the renewal and replacement of capital assets of, or purchasing and installing new equipment for the System (hereinafter defined). 7. The Bonds issued under this Bond Resolution shall be secured by a pledge of Revenues of the System, as defined herein. BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CHESTERFIELD, VIRGINIA: - 1 - ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. Definitions. In this Bond Resolution, the following words and terms shall, unless the context otherwise requires, have the following meanings: "Account" or "Fund" means one of the special funds or accounts herein create~nd established pursuant to Section 5.2 of this Bond Resolution. "Accountant" means such reputable and experienced independent certified public accountant or firm of indepen- dent certified public accountants as may be selected by the County pursuant to applicable laws. "Accreted Value" means the amounts set forth in and the amounts computed pursuant to the formula set forth in the Supplemental Resolution authorizing the issuance of the Capital Appreciation Bonds the Accreted Value of which is being determined. "Act" means the Public Finance Act, Title 15.1, Chapter 5 o~he Code of Virginia. "Additional Bonds" means any bonds delivered pursuant to this Bond Resolution other than the 1985 Bonds and Completion Bonds to finance the costs of extensions, additions and capital improvements to, or the renewal and replacement of capital assets of, or purchasing and installing new equipment for the System, and may include Variable Rate Bonds and Capital Appreciation Bonds. "Authorized Newspapers" means not less than two (2) newspapers or financial journals, printed in the English language and customarily published (except in the case of legal holidays) at least once a day for at least five (5) days in each calendar week, one of which is of general circulation in the County, and the other of which is of general circulation in the Borough of Manhattan, City and State of New York. "Authorized Officer of the County" means the County Administrator, Director of Utilities or Director of Budget and, in the case of any act to be performed or duty to be discharged, any other member, officer or employee of the County then authorized to perform such act or discharge such duty. "Bank" means any bank, trust company, national banking association, insurance company or other entity other than the County which is the issuer of a letter of credit, line of credit, insurance policy or other instrument securing payment of Bonds, including but not limited to payment of principal thereof and interest thereon. "Board" means the Board of Supervisors of the County. "Bond" means one of the Bonds delivered pursuant to this Bond Resolution, including the 1985 Bonds and any Additional Bonds, Completion Bonds or Refunding Bonds issued pursuant to Article II. "Bond Counsel" means an attorney or firm of attorneys of recognized standing in the field of law relating to municipal, state and public agency financing, selected by the County and satisfactory to the Trustee. I-1 "Bond Counsel's Opinion" means an opinion signed by Bond Counsel rendered pursuant to the provisions of this Bond Resolution. · "Bond Resolution" means this bond resolution of the County, and any amendments or supplements adopted in accordance with its terms and, where appropriate in the context, including any Supplemental Resolutions. "Bondholder" or "Holder" or words of similar import, when used with reference to a Bond, means any person who shall be the registered owner of any Outstanding Bond. "Capital Appreciation Bonds" means Bonds that bear interest payable at maturity or upon redemption prior to maturity in the amounts determined by reference to the Accreted Value of such Capital Appreciation Bonds in accord- ance with the provisions of the Supplemental Resolution authorizing the issuance of such Capital Appreciation Bonds. "Certificate" means (i) a signed document either attesting to or acknowledging the circumstances, representa- tions or other matters therein stated or set forth or setting forth matters to be determined pursuant to this Bond Resolution or (ii) the report of an accountant as to audit or other procedures called for by this Resolution. "Chairman" means the Chairman of the Board. "Clerk" means the Clerk~of the Board. "Code" means the Internal Revenue Code of 1954, as amended, a-~-h-~ the regulations promulgated by the United States Department of the Treasury thereunder from time to time. "Commonwealth" or "State" means the Commonwealth of Virginia. "Completion Bonds" means any Bonds delivered pursuant to this Bond Resolution other than the 1985 Bonds to finance the costs of completing the 1985 Expansion. "Construction Fund" means the Fund so designated and established by Section 5.2. "Consultant" means a firm of engineers, accountants or water and sewer consultants of national recognition for advising municipalities with respect to the setting of rates and charges for the use of water and sewer systems selected by the County. "Costs of Construction" means the costs reasonably incurred in connection with the System or any portion thereof, including, but not limited to, the costs set forth below: (i) acquisition of all property, real or personal, and all interests in connection therewith including all rights-of-way and easements therefor; (ii) physical construction, installation and testing including the costs of labor, services, materials, supplies and utility services used in connection therewith, including the costs of County personnel employed in such construction, installation and testing and the inspection thereof; (iii) architectural, engineering, legal and other professional services; I-2 (iv) insurance premiums required under this Bond Resolution to be taken out and maintained during construction, to the extent not paid for by a contractor for . construction and'installation; (v) any taxes, assessments or other charges which become due during construction; (vi) expenses incurred by the County or on its behalf with its approval in seeking to enforce any remedy against any contractor or sub-contractor in respect of any default under a contract relating to construction; (vii) principal of and interest on any indebtedness of the County, other than the Bonds, incurred for construction or acquisition of a portion of the System; and (viii) miscellaneous expenses incidental thereto. "Costs of Issuance" means all items of expense, directly or indirectly payable or reimburseable by or to the County and related to the authorization, sale and issuance of Bonds, including, but not limited to, printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of the Trustee, the Registrar, the Paying Agent and the Bank, legal fees and charges, fees and disbursements of consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of Bonds, costs and expenses of refunding, premiums for the insurance of the payment of the Debt Service on the Bonds or of the Debt Service Reserve Fund established in respect of the Bonds, financing charges, accrued interest with respect to the initial investment of proceeds of Bonds and any other cost, charge or fee in connection with the original issuance of Bonds. "County Administrator" means the County Administrator of the County. "Debt Service" means, with respect to any particular Fiscal Year and any particular Series of Bonds, an amount equal to the sum of (i) all interest payable on such Bonds during such Fiscal Year, plus (ii) all Principal Installments payable on such Bonds during such Fiscal Year. For purposes of computing "Debt Service", the rate of interest used to determine (i) above shall be a rate per annum equal to (1) with respect to any Series of Bonds which bear interest at a fixed rate, the rate of interest borne or to be borne by such Bonds, and (2) with respect to any Series of Bonds which bear interest at a floating or variable rate, the rate which is equal to the greater of (A) the average of all the interest rates in effect (or which would have been in effect had such Bonds been Outstanding) during the immediately preceding twelve (12) month period or (B) the average of all the interest rates in effect (or which would have been in effect had such Bonds been Outstanding) during the immediately preceding one (1) month period. "Debt Service/Additional Bonds" means, with respect to any Fiscal Year, an amount equal to the aggregate of (i) all interest payable during such Fiscal Year on all Bonds to be Outstanding as of the date immediately after the delivery of the Additional Bonds to be issued (other than interest payable from the proceeds of Bonds), plus (ii) all Principal Installments payable during such Fiscal Year on all Bonds to be Outstanding as of the date immediately after the delivery of the Additional Bonds to be issued. For purposes of computing "Debt Service/Additional Bonds", the rate of interest used to determine (i) above shall be a rate per annum equal to (1) with respect to any Series of Bonds I-3 which bear interest at a fixed rate, the rate of interest borne or to be borne by such Bonds, and (2) with respect to any Series of Bonds which bear interest at a floating or variable rate, the rate which is equal to the greater of (A) the average of all the interest rates in effect (or which would have been in effect had such Bonds been Outstanding) during the immediately preceding twelve (12) month period, (B) the average of all the interest rates in effect (or which would have been in effect had such Bonds been Outstanding) for the immediately preceding one (1) month period, or (C) the rate equal to the Bond Buyer Revenue Bond Index most recently published by The Bond Buyer, or if such index is no longer published, any reaSonably equivalent index selected by the Director of Budget. "Debt Service Fund" means the Fund so designated and established by Section 5.2. "Debt Service Reserve Fund" means the Fund so designated and established pursuant to Section 5.2. "Debt Service Reserve Requirement" means, as of any date of calculation, (i) with respect to any Series of Bonds which bear interest at a fixed rate, an amount equal to the maximum amount payable in any current or future Fiscal Year for the payment of Debt Service; and (ii) with respect to any Series of Bonds which bear interest at a floating or variable rate, an amount equal to the maximum amount payable in the current or any future Fiscal Year for the payment of Debt Service computed at the maximum rate allowable under the Code as such amounts are set forth in the Supplemental Resolution authorizing the issuance of any Series of Bonds; provided that, in the case of either clause (i) or (ii) above, such amount shall not exceed the amount permitted as a reasonably required reserve under the Code. In lieu of the required deposits to the Debt Service Reserve Fund pursuant to this Bond Resolution, the County may cause to be deposited to the credit of the Debt Service Reserve Fund a surety bond or an insurance policy payable to the Trustee for the benefit of the Holders of the Bonds or a letter of credit entitling the Trustee to draw in an amount equal to the difference between the Debt Service Reserve Requirement and the sum then to the credit of the Debt Service Reserve Fund, if any. The surety bond, insurance policy or letter of credit shall be payable (upon the giving of notice and the presentation of any certificates as required thereunder) on any date on which moneys shall be required to be transferred to the Debt Service Fund and such transfer cannot be met by amounts on deposit in the Debt Service Reserve Fund or provided from any other fund or account under this Bond Resolution. The insurer providing such surety bond or insurance policy shall be an insurer whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bond issues results in such issues being rated in the highest rating category (without regard to any rating refinement or gradation by numerical modifier or otherwise) by either Moody's Investors Service or Standard & Poor's Corporation, or their successors, or any insurer who holds the highest policyholder rating accorded insurers by A.M. Best & Co., or any comparable service. The letter of credit issuer shall be a bank or trust company which is rated not lower than the second highest rating category (without regard to any rating refinement or gradation by numerical modifier or otherwise) by either Moody's Investors Service or Standard & Poor's Corporation or their successors, and the letter of credit itself shall be rated in the highest category (without regard to any rating refinement or gradation by numerical modifer or otherwise) of either such rating agency. If a disbursement is made pursuant to any such surety bond, insurance policy or letter of credit, the County shall be obligated either (i) to reinstate the maximum limits of such surety bond, insurance policy or I-4 letter of credit or (ii) to deposit to the credit of the Debt Service Reserve Fund moneys in the amount of the disbursement made under such surety bond, insurance policy or letter of credit, or a combination of such alternatives, such that the amount in the Debt Service Reserve Fund equals the Debt Service Reserve Requirement,within a time period not longer than would otherwise be required to restore the Debt Service Reserve Fund from Revenues by operation of Section 5.4. "Depositary" means any bank or trust company or national banking association selected by the County or the Trustee as a depositary of moneys or securities held under the 'provisions of this Bond Resolution and may include the Trustee. "Director of Budget" means the Director of Budget and Accounting of the County. "Director of Utilities" means the Director of Utilities of the County. "Escrow Agent" means the financial institution or institutions serving as such pursuant to an appointment under a Supplemental Resolution or in the written order referred to in Section 4.1. "Event of Default" means any of the events specified in Section 10.1. "Existing System" means the water and sewer facilities currently owned by the County, as described in the Engineer's Report. "Expansion" means the 1985 Expansion and all other expansions and improvements to the System. "Extension and Replacement Fund" means the Fund so designated and established by Section 5.2. "Feasibilty Report" means the report of Black & Veatch, Engineers - Architects, consulting engineers, relating to the 1985 Expansion. "First Supplemental Bond Resolution" means the First Supplemental Bond Resolution being adopted by the Board contemporaneously with the adoption of this Bond Resolution authorizing for the issuance of the 1985A Bonds. "Fiscal Year" means a twelve (12) month period commencing on the first day of July of any year, or such other twelve (12) month period adopted as the Fiscal Year of the County. "Interest Payment Date" means any date upon which interest on the Bonds is due and payable in accordance with their terms. "Investment Securities" means and includes any of the following obligations, to the extent the same are at the time legal for investment of funds of the County under applicable law: (i) direct obligations of or obligations guaranteed by the United States of America; (ii) any bond or note of the Federal National Mortgage Association or the Federal Home Loan Banks; bonds, debentures and similar obligations of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives, issued pursuant to Acts of Congress; and obligations issued by the United States Postal Service when the principal of I-5 and interest thereon is guaranteed by the government of the United States of America; (iii) direct and general full faith and credit obligations of the Commonwealth of Virginia; (iv) unlimited tax direct and general obligations of any political unit of the Commonwealth of Virginia, to the payment of which the full faith and credit of such political unit is pledged, provided that at the time of purchase such obligations are rated in eithe'r of the two highest rating categories by a nationally recognized bond rating agency; (v) shares of any investment company the assets of which are invested exclusively in obligations or securities specified in clauses (i), (ii), (iii) and (iv); (vi) repurchase agreements for such obligations specified in clauses (i), (ii), (iii) and (iv) above subject to the limitations set forth below; (vii) time deposits or certificates of deposit with banks, trust companies or national banking associations which are members of the Federal Reserve System and have a net capital and surplus of at least $25,000,000 (which may include the Trustee or any Depositary) fully secured as to principal by obligations described in clauses (i), (ii), (iii) and (iv) above; (viii) savings accounts, time deposits or certificates of deposit in and loan any savings association under the supervision of the Commonwealth of Virginia or the Federal Government, provided such accounts and deposits are fully insured by the Federal Savings and Loan Insurance Corporation or any successor federal agency; and (ix) commercial paper, with a maturity of two hundred seventy days or less, of issuing corporations organized under the laws of the United States, or of any state thereof, including paper issued by banks and bank holding companies, rated by the Moody's Investors Service within its ratings of prime 1 or prime 2 or by Standard & Poor's Corporation, within its ratings of A-1 or A-2, or by Fitch Investors Service within its ratings of F-1 and F-2, or by their corporate successors. A repurchase agreement pursuant to clause (vi) above may be made with any bank as principal, including the Trustee or an affiliate of the Trustee, within or without the Commonwealth of Virginia having a combined capital, surplus and undivided profits of not less than $25,000,000 and acceptable to the Trustee, provided the bank is obligated to repurchase within one year. Such repurchase agreement shall be considered a purchase of such securities even if title and/or possession of such securities is not transferred to the Trustee so long as (i) the repurchase obligation of the bank is collateralized by the securities themselves, (ii) the securities have on each day the repurchase agreement is in effect a fair market value equal to at least 100% of the amount of the repurchase obligation of the bank, (iii) the securities are held by a third party and segregated from securities owned generally by the bank, (iv) a perfected security interest under the Uniform Commercial Code of the applicable State or book entry procedures prescribed by Federal law or regulations in such securities is created for the benefit of the Trustee, and (v) if the repurchase agreement is with the bank serving as Trustee or any related party, the third party holding such securities holds them as agent for the benefit of the I-6 Holders of the Bonds rather than as agent for the bank serving as Trustee or any other party. "1985 Bonds" means the 1985A Bonds and the 1985B Bonds issued pursuant to this Bond Resolution. "1985A Bonds" means the Bonds issued pursuant to this Bond Resolution to finance the costs of defeasing the Refunded Bonds and to provide a portion of the costs of the 1985 Expansion. "1985B Bonds" means the Bonds issued pursuant to this Bond Resolution to finance the balance of the costs of the 1985 Expansion. "1985 Expansion" means the initial expansion of the Existing System to be financed with the proceeds of the 1985 Bonds as further described in the Engineer's Report. "Operating Budget" means the annual budget described in Section 7.7 adopted by the County concerning the operation of the System for the succeeding Fiscal Year. "Operating Fund" means the Fund so designated and established pursuant to Section 5.2. "Operating Expenses" means the current expenses, paid or accrued, of operation, maintenance and current repair of the System, as calculated in accordance with generally accepted accounting principles, and shall include, without limiting the generality of the foregoing, any cost of purchased services for water or sewer from any source, insurance premiums, administrative expenses of the County relating solely to the System, labor, executive compensation, the cost of materials and supplies used for current operations, and charges for the accumulation of appropriate reserves for current expenses not annually recurrent but which are such as may reasonably be expected to be incurred in accordance with generally accepted accounting principles. "Operating Expenses" shall not include any allowance for depreciation of capital assets of the System. "Outstanding", when used with reference to Bonds, means, as of any date, all Bonds theretofore or thereupon being delivered under this Bond Resolution except: (i) any Bond cancelled by the Trustee or delivered to the Trustee for cancellation at or prior to such date; (ii) any Bond (or portion of a Bond) for the payment or redemption of which there has been separately set aside and held in the Debt Service Fund or Redemption Fund hereunder either: (a) moneys in an amount sufficient to effect payment of the principal or applicable Redemption Price thereof, together with accrued interest on such Bond to the Redemption Date; or (b) Investment Securities, as described in Section 12.1(b), in such principal amounts, of such maturities, bearing such interest and otherwise having such terms and qualifications as shall be necessary to provide moneys in an amount sufficient to effect payment of the principal or applicable Redemption Price of such Bond, together with accrued interest on such Bond to the Redemption Date; or (c) any combination of (a) and (b) above; I-7 (iii) any Bond in lieu of or in substitution for which other Bonds shall have been delivered pursuant to Article III, Section 6.6 or Section 9.6; and (iv) any Bond deemed to have been paid as provided in subsection (b) of Section 12.1. "Paying Agent" means, with respect to any Series of Bonds, the bank, trust company or national banking association appointed to act as paying agent pursuant to Section 11.11. "Principal Installment" means, as of any date of calculation, (i) the aggregate principal amount of Outstanding Bonds due on a certain future date, reduced by the aggregate principal amount of such Bonds which would be retired by reason of the payment when due and application in accordance with this Bond Resolution of Sinking Fund Payments payable before such future date, plus (ii) any Sinking Fund Payments due on such certain future date, together with the aggregate amount of the premiums, if any, applicable on such Sinking Fund Payments, plus (iii) with respect to any Capital Appreciation Bonds due on such certain future date, the Accreted Value of such Capital Appreciation Bonds. "Principal Payment Date" means any date upon which a Principal Installment is due and payable. "Redemption Date" means the date upon which Bonds are to be called for redemption pursuant to this Bond Resolution. "Redemption Fund" means the Fund so designated and established pursuant to Section 5.2. "Redemption Price" means, with respect to any Bond, the principal amount thereof plus the applicable premium, if any, payable upon redemption thereof. "Refunded Bonds" shall have the meaning given to such term in the First Supplemental Bond Resolution. "Refunding Bonds" means the 1985A Bonds and any Series or portion of a Series of Bonds delivered on original issuance in accordance with the conditions set forth in Section 2.5 or thereafter delivered in lieu of or in substitution for any such Bond pursuant to this Bond Resolution. "Registrar" means, with respect to any Series of Bonds, the agent of the County at the office which Bonds may be presented for registration, transfer or exchange as provided in Article III. "Revenue Fund" means the Fund so designated and established pursuant to Section 5.2. "Revenues" means all rates, fees, rentals, connection fees or other charges or other income received or accrued by the County, in connection with the management and operation of the System, and all parts thereof, from the operation of the System, including all amounts received or accrued from the investment or deposit of moneys in the Funds or Accounts created and established under this Bond Resolution which are required by this Bond Resolution to be deposited in the Revenue Fund, and all payments received by the County from the City of Richmond pursuant to the Annexation Decree dated July 12, 1969, and any amounts contributed by the County, all as calculated in accordance with generally accepted accounting principles, but shall not I-8 include the proceeds of any special assessments for water or sewer improvements, any amounts collected by the County representing State sales taxes or State user fees which are required by law or agreement to be paid to the State. "Series" means all of the Bonds delivered on original issuance in a simultaneous transaction, regardless of variations in maturity, interest rate, Sinking Fund Payments or other provisions, and any Bonds thereafter delivered in lieu of or in substitution for (but not to refund) such Bonds as herein provided. "Sinking Fund Payment" means, as of a particular date of calculation, the amount required to be paid by the County on a certain future date for the retirement of Outstanding Bonds which mature after such future date, but does not include any amount payable by the County by reason of the maturity of a Bond or by call for redemption at the election of the County. "Supplemental Resolution" means any resolution supplementing or amending this Bond Resolution, adopted by the County and effective in accordance with Article VIII. "System" means the Existing System, the 1985 Expansion, and any and all other expansions and improvements to be constructed and acquired from the proceeds of the Bonds authorized by this Bond Resolution and any other expansion to be constructed or acquired from any other sources at any time hereafter, and shall include (a) all wells, pumping stations, purification plants and other sources of supply of water and all pipes, mains and other parts of the facilities for the distribution of water and all equipment and property used in connection therewith, (b) all sanitary sewers, all waste water disposal and purification plants, and all equipment used in connection therewith, all facilities for the collection, treatment and disposal of sewage and waste matter, including industrial wastes, and (c) all other facilities of any nature or description, real or personal, now or hereafter owned or used by the County in the supply, distribution and treatment of water or sewage by its municipally owned water and sewer system, including reasonably required access roads to facilities of the System and administrative offices for County personnel acting in the management, administration and operation and maintenance of the System. "Treasurer" means the Treasurer of the County. "Trustee" means [ ] and any other person at any time substituted in its place as provided in Article XI. "Variable Rate Bonds" means any Bonds which bear interest at a variable rate. SECTION 1.2. Interpretation. (a) In this Bond Resolution, unless the context otherwise requires: (1) the terms "hereby", "hereof", "hereto", "herein", "hereunder", and any similar terms used in this Bond Resolution refer to this Bond Resolution, and the term "heretofore" means before, and the terms "hereafter" means after, the date of adoption of this Bond Resolution; (2) the words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa; I-9 (3) words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons; (4) any headings preceding the texts of the several articles and sections of this Resolution, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Bond Resolution, nor shall they affect its meaning, construction or effect; (5) this Bond Resolution shall be governed by, and construed and enforced in accordance with, the applicable laws of the State; and (6) any publication to be made under the provisions of this Bond Resolution in successive weeks or on successive dates may be made in each instance upon any business day of the week and need not be made in the same Authorized Newspapers for any or all of the successive publications but may be made in different Authorized Newspapers. If, because of the temporary or permanent suspension of the publication or general circulation of any of the Authorized Newspapers or for any other reason it is impossible or impractical to publish any notice pursuant to this Bond Resolution in the manner herein provided, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. (b) Nothing in this Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the County, the Trustee and the Holders of the Bonds, any right, remedy or claim under or by reason of this Bond Resolution or any covenant, condition or stipulation thereof. All the covenants, stipulations, promises and agreements herein contained by and on behalf of the County shall be for the sole and exclusive benefit of the County, the Trustee and the Holders of the Bonds. (c) If any one or more of the covenants or agreements provided herein on the part of the County or the Trustee to be performed should be contrary to law, then such covenant or agreement shall be deemed separable from the remaining covenants and agreements hereof and shall in no way affect the validity of the other provisions of this Bond Resolution or of the Bonds. 1-10 ARTICLE II TERMS OF BONDS SECTION 2.1. Bond Resolution to Constitute Contract; Parity Bonds. In consideration of the purchase and acceptance of the Bonds by those who shall hold the same from time to time, the provisions of this Bond Resolution shall be a part of the contract of the County with the Holders of Bonds and shall be deemed to be and shall constitute a contract among the County, the Trustee and the Holders from time to time of the Bonds. The pledges and assignments made hereby and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the County shall be for the equal benefit, protection and security of the Holders of any and all of such Bonds, each of which, regardless of the time or times of its issuance or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Resolution. SECTION 2.2. Obligation of Bonds. The Bonds issued under this Bond Resolution are limited obligations of the County payable solely from the Revenues, subject only to the prior payment from the Revenues of the Operating Expenses of the System, and from the moneys held in the Funds and Accounts created and established under this Resolution pledged to the payment thereof. The Bonds shall not be deemed to constitute a full faith and credit general obligation of the County for which there is a right to compel the exercise of the ad valorem taxing power of the County. SECTION 2.3. Authorization of Bonds. In order to provide sufficient funds to refund and defease the Refunded Bonds, to construct the 1985 Expansion and any other expansion or improvement of the System and to acquire property in connection therewith, Bonds of the County are' hereby authorized to be issued hereunder, in one or more Series, pursuant to the Act. SECTION 2.4. Conditions Precedent to Delivery of Bonds. The Bonds of each Series shall be delivered upon the receipt by the Trustee of: (1) a copy of the Supplemental Resolution authorizing such Series, certified by the Clerk or an Authorized Officer of the County, by which or pursuant to which the terms of the Bonds of such Series are specified, which Supplemental Resolution (in the case of Bonds other than the 1985A Bonds) shall contain findings and determinations of the Board that no default exists in the payment of the principal of or interest and premium, if any, on any Bond, and that all mandatory redemptions, if any, of Bonds required to have been made under the terms of this Bond Resolution or any Supplemental Resolution shall have been made; (2) a Bond Counsel's Opinion to the effect that (i) such Supplemental Resolution has been duly and lawfully adopted and is in full force and effect; (ii) this Bond Resolution has been duly and lawfully authorized, executed and delivered by the County and is valid and binding upon, and enforceable against, the County (except to the extent that the enforceability thereof may be subject to judicial discretion, to the exercise of the sovereign police powers of the Commonwealth of Virginia and the constitutional powers of the United States of America and to valid bankruptcy, insolvency, reorganization, moratorium and other laws affecting the relief of debtors); (iii) this Bond Resolution creates the valid pledge which it purports to II-1 create of the Revenues and of moneys and securities on deposit in any of the Funds established hereunder subject to the application thereof to the purposes and on the conditions permitted by this Bond Resolution; and (iv) upon the execution and delivery thereof, such Bonds will have been duly and validly authorized and issued in accordance with this Bond Resolution; (3) a written order as to the delivery of such Bonds and the application of Bond proceeds, signed by an Authorized Officer of the County; and (4) in the case of the issuance of Bonds (other than the 1985 Bonds and any Completion Bonds) a Certificate of the Director of Budget that such Series of Bonds is issued in compliance with the provisions of Section 7.11(c), which Certificate shall be accompanied (i) by an Accountant's Certificate confirming the calculations set forth in such Certificate of the Director of Budget with respect to the amounts of Revenues, Operating Expenses, Debt Service and Debt Service/Additional Bonds; and (ii), if applicable, a Certificate of any firm of engineers, accountants or consultants referred to in Section 7.11(c)(1) with respect to any pro forma analysis of Revenues described in such Section 7.11(c)(1) or a Certificate of any recognized feasibility consultant in the field of water and sewer financing referred to in Section 7.11(c)(2)(B) with respect to any projection of Revenues referred to in such Section 7.11(c)(2)(B). SECTION 2.5. Conditions Precedent to Delivery of Refunding Bonds. In addition to the requirements of Section 2.4, Refunding Bonds of any Series shall be delivered only upon the receipt by the Trustee of instructions as to the payment or redemption of the Bonds or other obligations of the County to be refunded together with instructions as to the giving of notice of redemption, if any, of the Bonds or other obligations to be refunded. II-2 ARTICLE III GENERAL TERMS AND PROVISIONS OF BONDS SECTION 3.1. Medium of Payment, Denomination, Maturities, Form and Date. (a) The Bonds shall be payable ~n any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Unless otherwise provided in the Supplemental Resolution authorizing the issuance of the Bonds of any Series, interest on the Bonds of each Series shall be mailed by the Paying Agent for such Series to the Holders of the Bonds~of such Series at their last addresses appearing on the registration books of the County maintained by the Registrar. (b) Unless otherwise provided in Supplemental Resolution authorizing the Bonds of any Series, all Bonds shall be in the denomination of $5,000 each or in denominations of any integral multiple therof. (c) The date upon which any Principal Installment of and interest on the Bonds of any Series shall be payable shall be established in the Supplemental Resolution authorizing the Bonds of such Series. (d) Unless otherwise provided by Supplemental Resolution authorizing the Bonds of any Series, all Bonds of such Series shall be issued in fully registered form, without coupons. (e) To the extent permitted by law and notwithstanding any other provision of this Bond Resolution with respect to the form of Bonds, the County is hereby authorized to provide by Supplemental Resolution or Supplemental Resolutions: (1) for the issuance of one or more Series of Bonds either in the form of coupon Bonds or in fully registered form, without coupons; and/or (2) for the exchange of Bonds initially issued in fully registered form for an equal aggregate amount of coupon Bonds of the same Series and maturity with appropriate coupons attached, upon the conditions and with the restrictions provided therefor in such Supplemental Resolution. Such Supplemental Resolution shall include but shall not be limited to provisions concerning the medium of payment, denominations, form, date, redemption, purchase, transfer, cancellation and execution of such coupon Bonds and the coupons appertaining thereto. (f) Notwithstanding any other provision of this Bond Resolution with respect to the form of Bonds, the County is hereby authorized to provide by Supplemental Resolution for the issuance of one or more Series of Bonds solely in fully registered form registrable to a depositary, a nominee or the beneficial owner of the Bonds. The County is further authorized to provide by Supplemental Resolution that such Series of Bonds shall be evidenced by one or more certificates or by a system of book entries in form satisfactory to the Director of Budget and to provide for payment, redemption, notices and like provisions in a manner consistent with such system of registration. (g) The Bonds of each Series shall bear interest at such rate or rates, if any, from the date specified by the Supplemental Resolution providing for the issuance of III-1 the Bonds of such Series. The Bonds of each Series shall be dated the date specified by Supplemental Resolution providing for the issuance of the Bonds of such Series. If, however, as shown by the records of the Registrar, interest on such Bonds shall be in default, the Bonds issued in lieu of Bonds surrendered for transfer shall be dated the date to which interest has been paid in full on the Bonds surrendered. SECTION 3.2. Legends. The Bonds of each Series may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Bond Resolution as may be necessary or desirable to comply with custom, or otherwise. SECTION 3.3. Interchangeability of Bonds. Upon surrender thereof at the' principal or corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder or his duly authorized attorney, Bonds may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Bonds of the same Series and maturity, of any of the authorized denominations. SECTION 3.4. Negotiability, Transfer and Registry. Ail the Bonds" issued under this Bond Resolution shall be negotiable, subject to the provisions for registration, transfer and exchange contained in this Bond Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the County shall cause to be maintained and kept, at the principal or corporate trust office of the Registrar, books of registry for the registration, transfer and exchange of Bonds. Upon presentation thereof for such purpose at such office, the Registrar shall register or cause to be registered in such books of registry, and permit to be transferred thereon, any Bonds entitled to registration or transfer, under such reasonable regulations as the Registrar may prescribe. SECTION 3.5. Transfer of Bonds. (a) Each Bond shall be transferable only upon the books of registry of the County by the Holder thereof in person or by his duly authorized attorney, upon surrender thereof with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his duly authorized attorney. (b) The County and the Trustee may deem and treat the person in whose name any Bond shall be registered upon the books of registry of the County as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such Holder shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the County nor the Trustee shall be affected by any notice to the contrary. SECTION 3.6. Regulations With Respect to Exchanges and Transfers." In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the County shall execute and deliver or cause to be executed and delivered Bonds in accordance with the provisions of this Bond Resolution. For every such exchange or transfer of Bonds, whether temporary or definitive, the County, the Trustee or the Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. The County, the Trustee or the Registrar shall not be obliged to make any such exchange or transfer of the Bonds of any Series during the period III-2 preceding an Interest Payment Date on such Bonds specified in the Supplemental Resolution relating to the Bonds of such Series. SECTION 3.7. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated or be destroyed, stolen or lost, the County, to the extent permitted by the Act, shall execute a new Bond of like interest rate or rates, if any, maturity, principal amount and other terms as the Bond so mutilated, destroyed, stolen or lost. In the case of a mutilated Bond, such new Bonds shall be delivered only upon surrender and cancellation of such mutilated Bond. In the case of Bonds issued in lieu of and in substitution for a Bond which has been destroyed, stolen or lost, such new Bond shall be delivered only upon filing with the Trustee evidence satisfactory to establish to the County and the Trustee that such Bond has been destroyed, stolen or lost and to prove the ownership thereof and upon furnishing the County and the Trustee with indemnity satisfactory to them. The person requesting the delivery of a new Bond pursuant to this Section 3.7 shall comply with such other reasonable regulations as the County and the Trustee may prescribe and pay such expenses as the County and the Trustee may incur in connection therewith. All Bonds so surrendered to the Trustee shall be cancelled by it. Evidence of such cancellation shall be given to the County. SECTION 3.8. Preparation of Definitive Bonds; Temporary Bonds. (a) The definitive Bonds of any Series may be issued in a typewritten form and may be exchangeable for Bonds of such Series in printed form in accordance with the provisions of the Supplemental Resolution authorizing the issuance of the Bonds of such Series. (b) Until definitive Bonds are prepared, the County may execute and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the denominations thereof and as to exchangeability, one or more temporary Bonds, substantially of the tenor of the definitive Bonds in lieu of which such temporary Bonds are issued, with such omissions, insertions and variations as may be appropriate to temporary Bonds. Upon surrender of such temporary Bonds for exchange and cancellation, the County at its own expense shall prepare and execute and, without charge to the Holder thereof, deliver in exchange therefor, at the principal office or corporate trust office of the Registrar, definitive Bonds of the same aggregate principal amount, Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Bond Resolution. (c) Ail temporary Bonds surrendered in exchange for definitive Bonds shall be forthwith cancelled by the Trustee. SECTION 3.9. Cancellation and Destruction of Bonds. Ail Bonds paid or redeemed, either at or before maturity shall be delivered to the Trustee when such payment or redemption is made, and such Bond together with all Bonds purchased by the Trustee, shall thereupon be promptly cancelled. Bonds so cancelled may at any time be cremated or otherwise destroyed by the Trustee, who shall execute a Certificate of cremation or destruction in duplicate by the signature of one of its authorized officers describing the Bonds so cremated or otherwise destroyed, and one executed Certificate shall be filed with the County and the other executed Certificate shall be retained by the Trustee. III-3 SECTION 3.10. Execution. After their authorization by a Supplemental Resolution, the Bonds of any Series may be executed by or on behalf of the County and delivered to the purchasers thereof. The Bonds shall be executed in the name and on behalf of the County by the manual signature of the Chairman (or a facsimile thereof), or in such other manner as may be required or permitted by applicable law. The seal of the County (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon, and attested by the manual signature of the Clerk (or a facsimile thereof), or in such other manner as may be required or permitted by applicable law. In case any one or more of the officers or employees who shall have signed or sealed any of the Bonds shall cease to be such officer or employee before the Bonds so signed and sealed shall have been actually delivered, such Bonds may nevertheless be delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office or be so employed. Any Bond may be signed and sealed on behalf of the County by such persons as at the actual time of execution of such Bond of a Series shall be duly authorized or hold the proper office in or employment by the County, although at the date of the Bonds ,of such Series such persons may not have been so authorized or have held such office or employment. III-4 ARTICLE IV APPLICATION OF BOND PROCEEDS AND OTHER AMOUNTS SECTION 4.1. Application of Bond Proceeds. Except as provided below and unless otherwise provided in the Supplemental Resolution authorizing the issuance of the Bonds of any Series, the net proceeds of sale of any Series of Bonds shall, as soon as practicable upon the delivery of the Bonds by the Trustee pursuant to Section 2.4, be applied as follows: (1) the accrued interest, if any, on the Bonds shall be deposited in the Debt Service Fund; (2) the amount, if any, required to cause the amount on deposit in the Debt Service Reserve Fund to equal the Debt Service Reserve Requirement immediately after the delivery of the Series of Bonds shall be deposited in the Debt Service Reserve Fund; (3) the amount, if any, to be applied to the refunding of Bonds or other obligations of the County shall be applied as provided in the Supplemental Resolution establishing the issuance of the Refunding Bonds or the issuance of Bonds to refund other obliga- tions of the County; (4) the amount, if any, to be deposited in the Operating Reserve Account in the Operating Fund shall be applied as provided by the applicable Supplemental Resolution; (5) the amount, if any, to be deposited in the Capitalized Interest Account in the Construction Fund shall be applied as provided in the applicable Supplemental Resolution; and (6) the balance remaining after such deposits and payments have been made shall be deposited in the Construction Account in the Construction Fund. From the proceeds of the 1985A Bonds, there shall be paid to the Escrow Agent such amounts as are sufficient to enable the County to refund and defease the Refunded Bonds, as set forth in the written order referred to in Section 2.4(3) and in accordance with the provisions of the First Supplemental Bond Resolution. SECTION 4.2. Application of Capitalized Interest Account. The amounts on deposit in the Capitalized Interest Account in the Construction Fund shall be transferred by the County to the Trustee at such times as shall be necessary to provide for the application of such amounts on each Interest Payment Date to the payment of the interest on the Bonds in respect of which such amount was deposited. SECTION 4.3. Application of Construction Account. (ap The Construction Account in the Construction Fund shall be applied for any of the following purposes: (1) the payment of Costs of Issuance; (2) the payment of Debt Service on Bonds to the extent that the amount in the Debt Service Fund on any Interest Payment Date is insufficient therefor; and (3) the payment of all Costs of Construction in the manner and subject to the restrictions provided in Section 4.4. IV-1 (b) Upon the filing with the Director of Budget of a Certificate signed by an Authorized Officer of the County stating that construction of an Expansion has been substantially completed or that such construction or operation of the System has been abandoned in accordance with the conditions set forth in Section 7.~3, and setting forth an amount necessary to pay all unpaid Costs of Construction, the Director of Budget shall transfer to the Extension and Replacement Fund all amounts in the Construction Account in the Construction Fund in excess of the amount specified as necessary to pay all unpaid Costs of Construction. SECTION 4.4. Construction Expenses. Upon the filing from time to time with the Treasurer of requisitions with respect to Costs of Construction signed by an Authorized Officer of the County, stating by general classification the purpose for which each disbursement is to be made and that such work was actually performed or such materials, supplies or equipment actually delivered, installed or fabricated, the Treasurer shall make or cause to be made a disbursement from the Construction Account in the Construction Fund for the payment of such Costs of Construction. SECTION 4.5. Application of Proceeds of Refunding Bonds. The proceeds of any Refunding Bonds shall be e~-0-~ited as set forth in Section 4.1 and as further provided in the Supplemental Resolution authorizing such Refunding Bonds. IV-2 ARTICLE V PLEDGE OF BOND RESOLUTION; FUNDS AND ACCOUNTS SECTI'ON 5.1. Pledge Effected by Bond Resolution. The Revenues and all amounts held in any Fund or Account, including Investment Securities, are hereby pledged, and the County hereby grants a security interest therein, to the Trustee for the benefit of Bondholders, to secure the payment of Bonds (including the Sinking Fund Payments for the retirement thereof) in accordance with their terms and the provisions of this Bond Resolution, subject only to the provisions of this Bond Resolution permitting the application or exercise thereof for or to the purposes and on the terms and conditions herein set forth. The money and property hereby pledged shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act and such lien shall be valid and binding against all parties having claims of any kind in tort, contract or otherwise, irrespective of whether such parties have notice hereof. SECTION 5.2. Funds and Accounts. (a) The County hereby establishes and creates the following special trust Funds which for administrative convenience may be subdivided by the Director of Budget or the Trustee into Accounts with appropriate identification: (1) Construction Fund; (2) Revenue Fund; (3) Operating Fund; (4) Debt Service Fund; (5) Debt Service Reserve Fund; (6) Extension and Replacement Fund; and (7) Redemption Fund. (b) The Debt Service Fund, the Debt Service Reserve Fund and the Redemption Fund shall be held by the Trustee. The Construction Fund, the Revenue Fund, the Operating Fund and the Extension and Replacement Fund shall be held by the Treasurer. All moneys or securities held by the Trustee, the Treasurer or any Depositary pursuant to this Bond Resolution shall be held in trust and applied only in accordance with the provisions of this Bond Resolution. (c) The County for financial accounting purposes may, in accordance with generally accepted accounting principles consistently applied, treat the Funds created and established in subsection (a) of this Section 5.2 as accounts in an enterprise fund. SECTION 5.3. Construction Fund. (a) There shall be deposited from time to time in the Construction Fund all amounts required to be deposited therein pursuant to Article IV and Article VII and any other amounts available therefor and determined by the County to be deposited therein. (b) Amounts in the Construction Fund shall be expended as provided in Article IV and Section 5.6. SECTION 5.4. Revenue Fund. (a) The County shall cause all Revenues to be deposited in the Revenue Fund. There shall also be deposited in the Revenue Fund any other amounts required to be deposited therein pursuant to this Resolution. (b) The County shall cause to be paid out of the Revenue Fund all moneys on deposit therein in the following order of priority: V-1 (i) FIRST: On or before and as of the first day of each month oW each Fiscal Year there shall be transferred to and deposited in the Operating Fund for credit to the Operating Account therein an amount such that (after taking into consideration the amounts then on deposit in the Operating Fund and credited to the Operating Account therein), if the same amount is transferred thereto on the first day of each succeeding month of such Fiscal Year, at the end of such Fiscal Year, there will have been transferred thereto during such Fiscal Year an amount equal to the Operating Expenses set forth in the Operating Budget for such Fiscal Year (as amended). (ii) SECOND: On or before and as of the first day of each month of each Fiscal Year (but only after the deposit and credit required by clause (i) of this Section 5.4(b) shall have been made), there shall be paid to the Trustee for deposit in the Debt Service Fund an amount such that (after taking into consideration amounts then on deposit in the Debt Service Fund), if the same amount is transferred thereto on the first day of each succeeding month of such Fiscal Year, there will be in the Debt Service Fund an amount equal to the interest to become due on all Outstanding Bonds of each Series of Bonds on the next succeeding Interest Payment Date for the Bonds of each such Series of Bonds. (iii) THIRD: Unless otherwise provided in a Supplemental Resolu--~ authorizing the Bonds of any Series, on or before and as of the first day of each month of any Fiscal Year in which a Principal Installment is to become due (but only after the deposits and credits required by clauses (i) and (ii) of this Section 5.4(b) shall have been made), there shall be paid to the Trustee for deposit in the Debt Service Fund an amount such that (after taking into consideration amounts then on deposit in the Debt Service Fund), if the same amount is transferred thereto on the first day of each succeeding month of such Fiscal Year, there will be in the Debt Service Fund an amount equal to the Principal Installment to become due on all Outstanding Bonds of each Series of Bonds on the next succeeding Principal Payment Date for the Bonds of each such Series of Bonds. (iv) FOURTH: On or before and as of the first day of any calendar month in which such a payment is due (after the deposits and credits required by clauses (i), (ii) and (iii) of this Section 5.4(b) shall have been made), there shall be paid to the Bank the amount, if any, then due and payable. (v) FIFTH: On or before and as of the first day of each month of each Fiscal Year (but only after the deposits and credits required by clauses (i), (ii) (iii) and (iv) of this Section 5.4(b) shall have been made), there shall be paid (a) to the Trustee for deposit in the Debt Service Reserve Fund the amount of any deficiency therein and (b) to the trustee designated in any Supplemental Resolution authorizing the issuance of the Bonds any Series for deposit to the debt service reserve fund held for the benefit of the Holders of the Bonds of such Series the amount of any deficiency therein. (vi) SIXTH: On or before and as of the first day of each month of each Fiscal Year (but only after the deposits and credits required by clauses (i), (ii), (iii), (iv) and (v) of this Section 5.4(b) shall have been made), there shall be transferred to and deposited in the Operating Fund for credit to the Operating Reserve Account therein an amount such that (after taking into consideration amounts then on deposit in the Operating Fund and credited to the Operating Reserve Account therein), if the same amount is V-2 transferred thereto on the first day of each of the succeeding five months, there will be on deposit in the Operating Fund and credited to the Operating Reserve Account therein an amount equal to one-sixth (1/6th) of the Operating Expenses as set forth in the Operating Budget for the then current Fiscal Year. (vii) SEVENTH: On and as of the first day of each month of each Fiscal Year (but only after the deposits and credits required by clauses (i), (ii), (iii), (iv), (v) and (vi) of this Section 5.4 (b) shall have been made), there shall be transferred to and deposited in the Extension and Replacement Fund any amounts remaining in the Revenue Fund. (c) The deposits and credits required to be made by clauses (i), (vi) and (vii) of Section 5.4(b) shall be deemed to have been made on or before and as of the first day of a calendar month if such deposits and credits shall have been recorded in the books of record and account kept by the County pursuant to Section 7.6 on or before the tenth (10th) day of such calendar month. SECTION 5.5. Operating Fund. (a) There are hereby created and established in the Operating Fund an Operating Account and an Operating Reserve Account. (b)(i) There shall be deposited in the Operating Fund for credit to the Operating Account all amounts required to be credited thereto pursuant to Article V of this Bond Resolution and any other amounts available therefor and determined by the County to be credited thereto from time to time. (ii) Amounts in the Operating Fund shall be applied to the payment of Operating Expenses consistent with the Operating Budget of the County. In no event shall the aggregate disbursements from the Operating Fund in any Fiscal Year exceed the amount provided therefor in the Operating Budget, as the same may be amended from time to time. (c)(i) There shall be deposited to the Operating Fund for credit to the Operating Reserve Account from the proceeds of the 1985 Bonds (other than the 1985A Bonds) and any Additional Bonds or Completion Bonds to the extent provided in the Supplemental Resolution authorizing the issuance of the 1985 Bonds (other than the 1985A Bonds) or such Additional Bonds or Completion Bonds, or from any other legally available source an amount necessary to increase the amount credited thereto to equal one-sixth (1/6th) of the Operating Expenses as set forth in the Operating Budget for the then current Fiscal Year. (ii) Amounts in the Operating Reserve Account in the Operating Fund may be used at any time and from time to time by the County to pay Operating Expenses to the extent the moneys credited to the Operating Account in the Operating Fund shall be insufficient for such purpose. SECTION 5.6. Debt Service Fund. (a) The Trustee shall pay out and permit the withdrawal of amounts deposited in the Debt Service Fund as follows: (1) On each Interest Payment Date, the Trustee shall make payment out of the Debt Service Fund to the Holders of the Bonds of the interest due on the Outstanding Bonds on such date to the extent such interest shall not be paid out of the Capitalized Interest Account in the Construction Fund. V-3 (2) Subject to the provisions of this Bond Resolution requiring the application thereof to the payment, purchase or redemption of any particular Bonds, the Trustee shall pay out of the Debt Service Fund to the Holders of the Bonds on each Principal Payment Date the amounts required for the payment of the Principal Installments, Redemption Price or purchase price, due on the Outstanding Bonds on such date. (3) (a) Prior to the forty-fifth (45th) day preceding the due date of each Sinking Fund Payment, any amount accumulated in the Debt Service Fund up to the unsatisfied balance of such Sinking Fund Payment may, and if so directed in writing by the Director of Budget shall, be applied in satisfaction of part or all of such Sinking Fund Payment to the purchase of Bonds of the Series and maturity for which such Sinking Fund Payment was established, at prices (including any brokerage and other charges) not exceeding the Redemption Price for such Bonds when such Bonds are redeemable by application of such Sinking Fund Payment plus unpaid interest accrued to the date of purchase, such purchases to be made in such manner as the Trustee shall determine. (b) Upon the purchase of any Bond pursuant to subsection (a)(3)(a) of this Section 5.6, an amount equal to the principal amount of the Bond so purchased shall be credited toward the next Sinking Fund Payment thereafter to become due and the amount of any excess of the amounts so credited over the amount of such Sinking Fund Payment shall be credited by the Trustee against future payments in the manner provided in subsection (a)(3)(d) of this Section 5.6 unless otherwise instructed in writing by the Director of Budget at the time of such purchase or redemption. The portion of any Sinking Fund Payment remaining after the crediting thereto of any such amounts and of any amounts to be credited thereto as provided in subsection (a)(3)(d) of this Section 5.6 (or the original amount of any such Sinking Fund Payment if no such amounts shall have been credited toward the same) shall constitute the unsatisfied balance of such Sinking Fund Payment for the purpose of calculating Sinking Fund Payments due on a future date. (c) As soon as practicable after the forty-fifth (45th) day preceding the due date of any Sinking Fund Payment, the Trustee shall proceed to call for redemption pursuant to Section 6.5 on such due date, Bonds of the Series and maturity for which such Sinking Fund Payment was established in such amount as shall be necessary to complete the retirement of a principal amount of the Bonds of such maturity equal to the unsatisfied balance of such Sinking Fund Payment. The Trustee shall so call such Bonds for redemption whether or not it then has moneys in the Debt Service Fund sufficient to pay the applicable Redemption Price thereof on the Redemption Date. The Trustee shall pay out of the Debt Service Fund to the Holders of the Bonds on each such Redemption Date the amount required for the redemption of the Bonds so called for redemption. (d) Upon the purchase or redemption of Bonds for which Sinking Fund Payments have been established from amounts in the Debt Service Fund, an amount equal to the principal amount of the Bonds so purchased or redeemed shall be credited toward the next Sinking Fund Payment thereafter to become due. If, however, there shall be filed with the Trustee written instructions of the Director of Budget specifying a different method for crediting Sinking Fund Payments upon any such purchase or redemption of Bonds, then such Sinking Fund Payments shall be credited as shall be provided in such instructions. V-4 (e) Except as otherwise specifically provided herein, the Trustee shall have no obligation to purchase or attempt to purchase Bonds at a price below the Redemption Price, principal amount or at any other price, and any arm's-length purchase by the Trustee shall conclusively be deemed fair and reasonable. (b) In the event that on any Interest Payment Date or Principal Payment Date there is a deficiency in the Debt Service Fund, the amount of such deficiency shall be made up from the following Funds and in the order of priority set forth below: (1) ~(2) (3) (4) (5) Debt Service Reserve Fund; Redemption Fund; Revenue Fund; Extension and Replacement Fund; and Construction Fund SECTION 5.7. Debt Service Reserve Fund. (a) There shall be deposited' in the Debt Service Reserve Fund all amounts to be deposited therein pursuant to Article IV and Article V of this Bond Resolution and any other amounts available therefor and determined by the County to be deposited therein. To the extent provided in the Supplemental Resolution authorizing the issuance of the Bonds of any Series, an amount equal to any debt service reserve requirement in respect of the Bonds of such Series may be deposited with a trustee designated in such Supplemental Resolution and held for the benefit of the Holders of the Bonds issued under such Supplemental Resolution. In such event all references herein to the Debt Service Reserve Fund and the Trustee shall be deemed, in the case of the Bonds of such Series issued under such Supplemental Resolution, to refer to such other debt service reserve fund held by such other trustee. Except as otherwise provided in any Supplemental Resolution referred to in the immediately preceding sentence, to the extent deposits to and withdrawals from the Debt Service Reserve Fund are required by this Bond Resolution, such deposits to and withdrawals from the Debt Service Reserve Fund hereunder shall be made pari passu with deposits to and withdrawals from such other debt service reserve fund. (b) Amounts held in the Debt Service Reserve Fund shall be applied to restore deficiencies in the Debt Service Fund in accordance with the order of priority for the mgking up of deficiencies therein as set forth in Section 5.6. (c) In the event that on any Interest Payment Date there is an excess in the Debt Service Reserve Fund over the Debt Service Reserve Requirement, the amount of such excess shall be deposited in the Extension and Replacement Fund. SECTION 5.8. Extension and Replacement Fund. (a) There shall be deposited in the Extension and Replacement Fund any amount authorized to be deposited therein pursuant to Article IV, Article V and Article VII of this Bond Resolution and any other amount available therefor and determined by the County to be deposited therein from time to time. (b) Amounts on deposit in the Extension and Replacement Fund shall be (i) used for the purpose of paying the cost of extensions, additions and capital improvements to, or the renewal and replacement of capital assets of, or purchasing and installing new equipment for the System, or paying any expenses incurred in connection with the operation and management of the System which are not annually recurrent, including extraordinary maintenance and repair, or which are not Operating Expenses, (ii) applied to V-5 the repayment of debt incurred in connection with capital improvements to the System or any portions thereof, including repayments of loans made by the Commonwealth, (iii) transferred to the Debt Service Fund to make up any deficiency therein in accordance with the order of priorities set forth in Section 5.6, and (iv) paid to the Trustee for deposit in the Redemption Fund at the direction of the County Administrator, provided that the County Administrator shall determine that the transfer to the Redemption Fund is consistent with the covenant of the County contained in Section 7.13. (c) The Treasurer shall cause to be made disbursements from the Extension and Replacement Fund for the purposes set forth in clauses (i) and (ii) of subsection (b) of this Section 5.8 upon the filing from time to time of requisitions signed by an Authorized Officer of the County. Each requisition shall set forth the purpose for which the disbursement is to be made and shall state that the work has been performed or that materials, supplies or equipment have been delivered, installed or fabricated or that the payment of principal of or interest on a loan is due, as appropriate. SECTION 5.9. Redemption Fund (a) There may be paid to the Trustee for deposit in the ~edemption Fund any amount authorized to be deposited therein pursuant to Article V and Article VII of this Bond Resolution and any other amount available therefor and determined by the County to be deposited therein from time to time. (b) Amounts on deposit in the Redemption Fund shall be expended by the Trustee at the direction of the Director of Budget for ,the redemption of Bonds in accordance with the Supplemental Resolution applicable to the Bonds to be redeemed. Amounts on deposit in the Redemption Fund may be transferred by the Trustee, at the direction of the Director of Budget at any time preceding the giving to Bondholders of notice of redemption pursuant to Section 6.5, to any other Fund or Account, including the Debt Service Fund in accordance with Section 5.6, or may be applied to the purchase of Bonds at a purchase price not in excess of the greater of the then applicable Redemption Price (if any) or the principal amount of such Bonds. SECTION 5.10. Deposits. (a) Any amounts held under this Bond Resolution by the Trustee or any Depositary (except amounts held in the Debt Service Reserve Fund), may, if and as directed by the Director of Budget, be deposited in the commercial banking department of the Trustee or any such Depositary which may honor checks and drafts on such deposit with the same force and effect as if it were not the Trustee or such Depositary. The Trustee or any such Depositary shall allow as a credit on such amounts at least such interest, if any, as it customarily allows upon similar funds of similar size and under similar conditions or as required by law. (b) Ail amounts deposited by the Trustee or any Depositary pursuant to subsection (a) of this Section 5.10 shall be continuously and fully secured either (i) by lodging with the Trustee or any such Depositary other than the Trustee or the Depositary in which the deposit is made, as custodian, as collateral security, Investment Securities having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (ii) in such other manner as may then be required by applicable federal or State laws and regulations regarding security for the deposit of public funds applicable to the County. It shall not be necessary, unless required by applicable law, for the Trustee or Depositary to give security under this Section 5.10 for the deposit of any amounts to the extent that such V-6 deposit is insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, or their respective successors. SECTION 5.11. Investment of Certain Funds. (a) Any Fund or Account held by the County may be invested and reinvested or deposited in Investment Securities having yields and maturities as determined by the Treasurer. (b) Subject to the right of the Treasurer to direct the investment or deposit of funds hereunder, moneys in any Fund or Account held by the Trustee shall be continuously invested and reinvested or deposited and redeposited by the Trustee in the highest yiel~ Investment Securities that may be reasonably known to the Trustee, with a view toward maximizing yield (with proper preservation of principal) and minimizing the instances of uninvested funds. The Treasurer shall consult with the Trustee from time to time as to the investment of amounts in the Funds and Accounts held by the Trustee. The Treasurer may direct the Trustee to, or in the absence of direction, the Trustee shall, invest and reinvest the moneys in all Funds and Accounts in Investment Securities so that the maturity date or date of redemption at the option of the holder thereof shall coincide as nearly as practicable with the times at which moneys are needed to be so expended. The Investment Securities purchased shall be held by the Trustee and shall be deemed at all times to be part of such Fund or Account, and the Trustee shall keep the Treasurer advised as to the details of all such investments. (c) Investment Securities purchased as an investment of moneys in any Fund or Account under the provisions of this Bond Resolution shall be deemed at all times to be a part of such Fund or Account but the income or interest earned and gains realized in excess of losses suffered by a Fund or Account due to the investment thereof (i) to the extent provided in any Supplemental Resolution providing for the issuance of Bonds, shall be deposited in the Construction Fund for credit to the Construction Account therein up to the date the Certificate referred to in Section 4.3(b) with regard to an Expansion shall be delivered; and (ii) to the extent not otherwise provided pursuant to clause (i) hereof, shall be deposited in the Revenue Fund as Revenues of the System. SECTION 5.12. Valuation and Sale of Investments. (a) In computing the amount in any Fund or Account other than the Debt Service Reserve Fund, obligations purchased as an investment of moneys therein shall be valued at the lower of cost or fair market value. Obligations purchased as an investment of moneys in the Debt Service Reserve Fund shall be valued at their fair market value.~ The amounts in each Fund and Account created and established under this Bond Resolution shall valued on the last day of each calendar quarter of each Fiscal Year and at such other times as shall be deemed to be necessary or appropriate by the Trustee or the County. (b) Except as otherwise provided herein, the Trustee shall sell at the best price obtainable, or present for redemption, any Investment Security whenever it shall be required in writing by the Treasurer to do so or whenever it shall be necessary in order to provide moneys to meet any payment or transfer from any Fund or Account held by it, and the Treasurer shall sell at the best price obtainable, or present for redemption, any Investment Security whenever it shall be necessary in order to provide moneys to meet any payment or transfer from any Fund or Account held by the County. An Investment Security may be credited on a pro-rata basis to more than one Fund or Account and need not be sold in order to provide for the transfer of amounts from one Fund or Account to another. V-7 ARTICLE VI REDEMPTION OF BONDS SECTION 6.1. Privilege of Redemption and Redemption Price. Bonds subject to redemption prior to ~aturity shall be redeemable, upon notice as provided in this Article VI, at such times, at such Redemption Prices and upon such other terms as may be specified in this Bond Resolution or in the applicable Supplemental Resolution authorizing the issuance of such Bonds. SECTION 6.2. Redemption at the Election or Direction of the County. In the case of any redemption of Bonds otherwise than as provided in Section 6.3, the County shall give written notice to the Trustee of its election or direction so to redeem, on the Redemption Date, the princi- pal amounts of the Bonds of such Series and maturities to be redeemed (which Redemption Date, Series, maturities and principal amounts thereof to be redeemed shall' be determined by the County in its sole discretion, subject to any limita- tions with respect thereto contained in or permitted by this Bond Resolution or the applicable Supplemental Resolution authorizing the issuance of Bonds) and of any moneys to be applied to the payment of the Redemption Price. Such notice shall be given at least ten (10) days prior to the last permissible date for giving notice of redemption to Bondholders or such later date as shall be acceptable to the Trustee. In the event notice of redemption shall have been given as provided in Section 6.5, the County shall, prior to the Redemption Date, pay or cause to be paid to the Trustee an amount which, in addition to other moneys, if any, available therefor, will be sufficient to redeem on the Redemption Date at the Redemption Price thereof all the Bonds to be redeemed. SECTION 6.3. Redemption Otherwise Than at County's ~mction or Direction. Whenever by the terms of t is Bond Resolution or any Supplemental Resolution the Trustee is required to redeem Bonds otherwise than at the election or direction of the County, and subject to and in accordance with the terms of this Article VI and, to the extent applicable, Article V, the Trustee shall select the Redemption Date 'of the Bonds to be redeemed, give the notice of redemption and pay the Redemption Price to the Holders of the Bonds. SECTION 6.4. Selection of Bonds to be Redeemed. In the event of redemption of less than all the Outstanding Bonds of like Series and maturity, the Trustee shall assign to each such Outstanding Bond a distinctive number for each $5,000 (or other authorized denomination) of the principal amount thereof so as to distinguish each such $5,000 (or other authorized denomination) from each other portion of the Bonds subject to such redemption. The Trustee shall select by lot, using such method of selection as it shall deem proper in its sole discretion, from the numbers assigned to such Bonds, as many numbers as, at $5,000 (or any other authorized denomination) for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; but only so much of the principal amount of each such Bond of a denomination of more than $5,000 (or other authorized denomintion) shall be redeemed as shall equal $5,000 (or other authorized denomin- ation) for each number assigned to it and so selected. For the purposes of this Section 6.4, Bonds which have thereto- fore been selected by lot for redemption shall not be deemed Outstanding. SECTION 6.5. Notice of Redemption. When the Trustee shall receive notice from the County of its election VI-1 or direction to redeem Bonds pursuant to Section 6.2 and when redemption of Bonds is required by this Bond Resolution or any Supplemental Resolution pursuant to Section 6.3, the Trustee shall give notice, in the name of the County, of the redemption of such Bonds. Such notice shall specify the Series and maturities of the Bonds to be redeemed, the Redemption Date and the place or places where amounts due upon such redemption will be payable and, if less than all the Bonds of any like maturity are to be redeemed, the letters and numbers or other distinguishing marks of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, such notice shall also specify the respective portions of the principal amount thereof to be redeemed. Such.notice shall further state that on such date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions.of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued to the Redemption Date, and that from and after such date interest thereon shall cease to accrue and be payable. Such notice shall be given by mailing a copy of suCh noti¢'e postage prepaid, to the Holders of any Bonds or portions of Bonds which are to be redeemed, at their last addresses appearing on the registration books of the County maintained by the Registrar. Except to the extent otherwise provided in the Supplemental Resolution authorizing the issuance of the Bonds of any Series, such notice shall be given not less than thirty (30) nor more than sixty (60) days prior to the date fixed for the redemption of the Bonds or portions of Bonds which are to be redeemed. The Trustee, at its discretion, may also give such notice by publication once a week for at least two (2) successive weeks in Authorized Newspapers, the first such publication to be at such time in the Trustee's discretion so as to give sufficient notice to holders of Bonds to be redeemed, but such publication shall not be a condition precedent to such redemption and failure so to publish any such notice shall not affect the validity of the proceedings for the redemption of Bonds. SECTION 6.6. Payment of Redeemed Bonds; Effect of R. edemption. Notice having been given in the manner provided in Section 6.5, .the Bonds or portions thereof so called for redemption shall become due and payable on the Redemption Date so designated at the Redemption Price, plus interest accrued and unpaid to the Redemption Date, and, upon presentation and surrender thereof at the office specified in such notice, such Bonds, or .portions thereof, shall be paid at the Redemption Price plus interest accrued and unpaid to the Redemption Date. If there shall be drawn for redemption less than the entire principal amount of a Bond, the County shall execute and deliver or cause to be executed and delivered, upon the surrender of such Bond, without charge to the Holder thereof, for the unredeemed balance of the principal amount of the Bond so surrendered, Bonds of like Series and maturity in any of the authorized denominations. If, on the Redemption Date, moneys for the redemption of all the Bonds or portions thereof of any like Series and maturity to be redeemed, together with interest to the Redemption Date,~ shall be held by the Trustee so as to be available therefor on such date and if notice of redemption shall have been published as aforesaid, then, from and after the Redemption Date interest on the Bonds or portions thereof of such Series and maturities so called for redemption shall cease to accrue and become payable. If such moneys shall not be so available on the Redemption Date, such Bonds or portions thereof shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption. VI -2 ARTICLE VI I PARTICULAR COVENANTS The County covenants and agrees with the Trustee and the holders of the Bonds as follows: SECTION 7.1. Payment of Bonds. The County shall duly and punctually pay or cause to be paid, as herein provided, the principal or Redemption Price of every Bond and the interest thereon, at the dates and places and in the manner stated in the Bonds, according to the true intent and meaning thereof and shall duly and punctually pay or cause to be paid all Sinking Fund Payments, if any, becoming payable with respect to any of the Bonds. SECTION 7.2. Extension of Payment of Bonds. The County shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest on the Bonds. Nothing herein shall be deemed to limit the right of the County to issue Refunding Bonds and such issuance shall not be deemed to constitute an extension of maturity of the Bo nd s. SECTION 7.3. Appointment of Registrar. The County shall at all times maintain at the principal or corporate trust office of the Trustee an office or agency where notices, presentations and demands upon the County in respect of the Bonds or of this Bond Resolution may be served. The Trustee is hereby appointed as Registrar for the 1985 Bonds and shall maintain at its principal or corporate trust office an office or offices where Bonds may be presented for registration, transfer or exchange. SECTION 7.4. Power to Issue Bonds and Pledge. The County is duly authorized under the Act to authorize and issue the Bonds and to enter into, execute and deliver this Bond Resolution and to pledge the Revenues and assets purported to be 'pledged hereby in the manner and to the extent herein provided. The Bonds and the provisions of this Bond Resolution are and will be the valid and legally enforceable obligations of the County in accordance with the terms of the Bonds and of this Bond Resolution. The County shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of such Revenues and other assets pledged under this Bond Resolution and all the rights of the Bondholders under this Bond Resolution against all claims and demands of all persons whomsoever. SECTION 7.5. Further Assurance. At any and all times the County shall, so far as it may be authorized by law, pass, make, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, pledging, assigning and confirming all and singular of the rights, Revenues and assets hereby pledged or assigned, or intended so to be, or which the County may become bound to pledge or assign. SECTION 7.6. Accounts and Reports. (a) The County shall, in accordance with generally accepted accounting principles for enterprise funds and the provi- sions of Section 5.2(c) of this Bond Resolution, keep, or cause to be kept, proper books of record and account in which complete and accurate entries shall be made relating to the System, which shall at all reasonable times be subject to the inspection of the Trustee and the Holders of an aggregate of not less than ten percent (10%) in principal VII-1 amount of Bonds Outstanding or their representatives duly authorized in writing. (b) The County shall annually file with the Trustee, within one hundred eighty (180) days after the close of each Fiscal Year, a copy of an audited annual financial report as to its obligations and activities relating to the System during such Fiscal Year, and financial statements for such Fiscal Year, setting forth in reasonable detail: (1) a balance sheet showing the assets and liabilities of the County relating to the System at the end of such Fiscal Year; (2) a statement of revenues and expenses in accordance with the categories or classifications established by the County for its operating and program purposes and showing the revenues and expenses relating to the System during such Fiscal Year; and (3) a statement of changes in financial position of the County relating to the System, as of the end of such Fiscal Year. The financial statements shall be accompanied by an Accountant's Certificate stating whether the financial statements examined fairly present the financial position of the County relating to the System at the end of the Fiscal Year, and whether the results of its operations and the changes in financial position for the period examined are in conformity with generally accepted accounting principles for enterprise funds. (c) The County may, in its discretion, employ a firm of consulting engineers on an annual basis to inspect the operation and maintenance of the System and to review the performance by the County of the duties relating thereto provided for in this Bond Resolution. The County may, in its discretion, cause the consulting engineers to file a report of their inspection with the Trustee sixty (60) days after the close of the Fiscal Year. (d) Any such financial statements may be presented on a consolidated or combined basis with other reports of the County, so long as the information relating to the System is separately identified and only to the extent that such basis of reporting shall be consistent with that required under subsection (b) of this Section 7.6. SECTION 7.7. O~eratin~ Budgets. (a) The County shall adopt an Operating Budget including provision for the operation and maintenance of the System and payment of the Debt Service related to the Bonds for the Fiscal Year not later than the first day of such Fiscal Year, and shall file the same with the Trustee. Such Operating Budget need not necessarily be the budget prepared by the County for County budgeting purposes. The Operating Budget shall set forth for such Fiscal Year the estimated Revenues, the Principal Installments of and interest on the Bonds due and payable or estimated to become due and payable during such Fiscal Year and estimated Operating Expenses for such Fiscal Year. The County may at any time adopt and file with the Trustee an amended Operating Budget for the remainder of the then current Fiscal Year in the manner provided in this Bond Resolution for the adoption of the Operating Budget. There shall be filed with the Trustee with any such amended Operating Budget a Certificate of an Authorized Officer of the County stating either that no rate increases are required in order for such amendment of the Operating Budget to not cause the County to fail to comply with the rate covenant set forth in Section 7.8(a) or that rate increases VII-2 are necessary and necessary action is being taken to adopt and implement such rate increases. Copies of the Operating Budget as then amended and in effect shall be made available by the Trustee at normal business hours in the Trustee's office for inspection by any Bondholder. In the event the County shall not adopt an Operating Budget for a Fiscal Year on or before the first day of such Fiscal Year, the Operating Budget for the preceding Fiscal Year shall be deemed to have been adopted and be in effect for such Fiscal Year until the Operating Budget for suchiFiscal Year shall have been adopted as above provided. (b) The County shall not expend for Operating Expenses in any Fiscal Year in excess of the reasonable or necessary amount thereof, and shall not ex~pend any amount or incur any indebtedness for Operating Expenses for such year in excess of the amount provided therefor?~in the Operating Budget as originally prepared or as amended. SECTION 7.8. Rate Covenant. (a) Prior to the commencement of each Fiscal Year the County shall fix, establish and maintain or cause to be fixed, established and maintained such rates and charges for the provision and sale of water and sewer services, and revise or cause to be revised the same from time to time whenever necessary (including without limitation upon any amendment of the Operating Budget), as will produce Revenues (including Revenues to be derived from interest or other investment income earned in any Fund or Account which is required to be deposited into the Revenue Fund) in such Fiscal Year of not less than the total of (i) the Operating Expenses budgeted for such Fiscal Year (as revised upon any amendment of the Operating Budget), and (ii) 115% of (1.15 times) the Debt Service to become due during such Fiscal Year. (b) In satisfying the covenant contained in subsection (a) of this Section 7.8 there shall be deducted from the calculation of Debt Service any interest payments on the Bonds of any Series for which moneys have been deposited in the Debt Service Fund from the proceeds of such Bonds as accrued interest or deposited in the Capitalized Interest Account in the Construction Fund as capitalized interest. (c) The covenant contained in subsection (a) of this Section 7.8 shall be interpreted, with respect to the first delivery of Bonds under this Bond Resolution, to be applicable to the Fiscal Year commencing July 1, 1985. (d) If at any time the actual Revenues for the immediately preceding twelve (12) months shall be less than the total of (i) the actual Operating Expenses for such twelve (12) month period, and (ii) 115% of (1.15 times) the actual Debt Service for such twelve (12) month period, the County shall immediately retain a Consultant to advise it as to the actions, including rate increases, necessary to comply with the rate covenant set forth in subsection (a) of this Section 7.8 and within sixty (60) days after retaining the Consultant, the County shall file or cause to be filed with the Trustee a special report of the Consultant as to its recommendations and the actions being taken by the County to cure its failure to comply with such rate covenant. (e) The rates and charges established by the County from time to time for the services provided by the System shall be uniform within each class of customers. SECTION 7.9. Collection of Revenues. The County shall collect and deposit or cause to be collected and deposited in the Revenue Fund all amounts paid pursuant to customer contracts or any other contracts regarding the provision and sale of water and sewer services. The County VII-3 will enforce or cause to be enforced all covenants, condi- tions, restrictions and provisions of such contracts and may consent to the modification of such contracts only so long as the rate covenant described in Section 7.8(a) remains satisfied. SECTION 7.10. Consultant's Report. (a) The County may, in its discretion, retain a Consultant and may direct the Consultant, prior to the time fixed by the County for the filing of its Operating Budget for any Fiscal Year, to submit a report to the County addressed to the Board and the Director of Budget showing for the current Fiscal Year the Revenues received, Debt Service and Operating Expenses and indicating any increase required in such Revenues for the next succeeding Fiscal Year in order to satisfy the covenant set forth in Section 7.8(a) on the basis of scheduled Debt Service and projected Operating Expenses for the next succeeding Fiscal Year. (b) The County may, in its discretion, direct the Consultant, prior to the time fixed by the County for the filing of its Operating Budget for any Fiscal Year, to submit a report to the County addressed to the Board and the Director of Budget setting forth the recommendations of the Consultant for the revision of rates and charges in order for the County to comply with its covenant set forth in Section 7.8(a). SECTION 7.11. Issuance of Additional Obligations. (a) The County will not issue any other obligations, except upon the conditions and in the manner provided in this Bond Resolution, payable from the Revenues derived from the operation of the System, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien of the Bonds issued pursuant to this Bond Resolution. (b) The County may issue Completion Bonds in an amount not to exceed that amount necessary to complete the 1985 Expansion and pay the costs incurred in connection with the issuance of such Completion Bonds, as such amount is set forth in a Certificate of a firm of engineers or consultants selected by the County. (c) With the exception of the 1985 Bonds and the Completion Bonds, if any, no Bonds shall be issued unless either: (1) the Revenues for any twelve (12) consecutive months in the eighteen (18) calendar months immediately preceding the delivery of the Series of Bonds to be issued, adjusted in the manner hereinafter provided, are at least equal to the sum of (i) the Operating Expenses for such twelve (12) month period; and (ii) 120% of (1.2 times) the maximum Debt Service/Additional Bonds to occur in any future Fiscal Year. If the County has caused to be increased rates and charges for the provision and sale of water and sewer services, or other services of the System, a firm of engineers, accountants or consultants selected by the Director of Budget with the approval of the County may be instructed to prepare a pro forma analysis of Revenues for the preceding eighteen (18) months giving effect to the increases, and such analysis may be used for purposes of satisfying the Additional Bonds test set forth in this clause (1); or (2) (A) the Revenues for the Fiscal Year immediately preceding the delivery of the Series of Bonds to be issued shall have been at least equal for such Fiscal Year to the sum of (i) the Operating Expenses; and (ii) 120% of (1.2 times) the Debt Service for such Fiscal Year; and VII-4 (B) the Revenues, as projected by a recognized feasibility consultant in the field of water and sewer financing, (a) during the period beginning on the first day of the Fiscal Year in which the Series of Bonds to be issued are to be delivered and ending on the last day the Fiscal Year in which the Expansion to be financed from the proceeds of such Series of Bonds is expected to be completed, shall be at least equal to the sum of (i) the Operating Expenses projected for such period, and (ii) 130% of (1.3 times) the Debt Service/Additional Bonds projected for such period; and (b) for each of the two (2) Fiscal Years following the Fiscal Year in which the Expansion is expected to be completed, shall be equal to the sum of (i) the Operating Expenses projected for such period, and (ii) 130% of (1.3 times) the maximum Debt Service/Additional Bonds to occur in any future Fiscal Year. SECTION 7.12. Tax Covenants. (a) The County shall not permit at any time or times any of the proceeds of the Bonds or any other funds of the County to be used, directly or indirectly, to acquire any securities or obligations the acquisition of which would cause any Bond to be an "arbitrage bond" as defined in Section 103(c)(2) of the Code. (b) The County shall take no action the effect of which shall be to cause any Bond the interest on which at the time of its issuance was exempt from federal income taxation to become subject to federal income taxation. SECTION 7.13. Construction and Maintenance of System. (a) The County shall complete or cause to be completed construction of any Expansion or any portion thereof in an economical and efficient manner with all practicable dispatch and thereafter shall maintain or cause to be maintained the System in good condition and shall continuously operate or cause to be operated the same in an efficient manner and at a reasonable cost as a municipal revenue producing enterprise. The County may terminate construction of an Expansion or operation of the System upon the filing with the Trustee of (1) a Certificate signed by an Authorized Officer of the County stating that the abandonment of construction and operation is economically justified and shall not prejudice the interest of the Bondholders and (2) an opinion of Bond Counsel to the County stating that the abandonment of construction and operation shall not materially prejudice the benefits, rights or privileges of the Bondholders or the County. (b) The County shall operate, manage and maintain the System as a "project" as that term is defined in the Act. SECTION 7.14. Insurance. (a) The County shall maintain or cause to be maintained such insurance coverage as is reasonable under the circumstances now in existence to insure the System against any physical loss or damage and to insure against injury to persons or damage to property which may reasonably occur in the operation of the System, with such revisions, insertions and omissions necessitated by the transfer of ownership of the Existing System and construction of any Expansion. The County may, at its option and to the extent allowed by law and not provided by other policies of the County, provide for self-insurance or carry or cause to be carried such other insurance with a reputable insurance carrier or carriers, such as is maintained or carried by private corporations owning or operating similar utilities as the System, including: (1) public liability insurance against loss or damage by fire, explosion, hurricane, earthquake, cyclone, occupancy or other hazards and risks, (2) comprehensive general public liability insurance and automobile liability insurance to VI I-5 (B) the Revenues, as projected by a recognized feasibility consultant in the field of water and sewer financing, (a) during the period beginning on the first day of the Fiscal Year in which the Series of Bonds to be issued are to be delivered and ending on the last day the Fiscal Year in which the Expansion to be financed from the proceeds of such Series of Bonds is expected to be completed, shall be at least equal to the sum of (i) the Operating Expenses projected for such period, and (ii) 130% of (1.3 times) the Debt Service/Additional Bonds projected for such period; and (b) for each of the two (2) Fiscal Years following the Fiscal Year in which the Expansion is expected to be completed, shall be equal to the sum of (i) the Operating Expenses projected for such period, and (ii) 130% of (1.3 times) the maximum Debt Service/Additional Bonds ~to occur in any future Fiscal Year. SECTION 7.12. Tax Covenants. (a) The .County shall not permit at any time or times any of the proceeds of the Bonds or any other funds of the County to be used, directly or indirectly, to acquire any securities or obligations the acquisition of which would cause any Bond to be an "arbitrage bond" as defined in Section 103(c)(2) of the Code. (b) The County shall take no action the effect of which shall be to cause any Bond the interest on which at the time of its issuance was exempt from federal income taxation to become subject to federal income taxation. SECTION 7.13. Construction and Maintenance of System. (a) The County shall complete or cause to be completed construction of any Expansion or any portion thereof in an economical and efficient manner with all practicable dispatch and thereafter shall maintain or cause to be maintained the System in good condition and shall continuously operate or cause to be operated the same in an efficient manner and at a reasonable cost as a municipal revenue producing enterprise. The County may terminate construction of an Expansion or operation of the System upon the filing with the Trustee of (1) a Certificate signed by an Authorized Officer of the County stating that the abandonment of construction and operation is economically justified and shall not prejudice the interest of the Bondholders and (2) an opinion of Bond Counsel to the County stating that the abandonment of construction and operation shall not materially prejudice the benefits, rights or privileges of the Bondholders or the County. (b) The County shall operate, manage and maintain the System as a "project" as that term is defined in the Act. SECTION 7.14. Insurance. (a) The County shall maintain or cause to be maintained such insurance coverage as is reasonable under the circumstances now in existence to insure the System against any physical loss or damage and to insure against injury to persons or damage to property which may reasonably occur in the operation of the System, with such revisions, insertions and omissions necessitated by the transfer of ownership of the Existing System and construction of any Expansion. The County may, at its option and to the extent allowed by law and not provided by other policies of the County, provide for self-insurance or carry or cause to be carried such other insurance with a reputable insurance carrier or carriers, such as is maintained or carried by private corporations owning or operating similar utilities as the System, including: (1) public liability insurance against loss or damage by fire, explosion, hurricane, earthquake, cyclone, occupancy or other hazards and risks, (2) comprehensive general public liability insurance and automobile liability insurance to VI I-5 insure against injury to persons or damage to property which may reasonably occur in the operation of the System, (3) workers' compensation and employers' liability insurance and (4) business interruption insurance. In the event that the County shall designate an agent to supervise construction of the System or any portion thereof, the County shall cause such agent to carry insurance as provided above to the extent that the insurance carried by the County shall be insufficient to insure against loss of the System and any Revenues derived therefrom. Such property loss and damage insurance shall at all times be in an amount sufficient to indemnify for loss of the System and of the Revenues to the extent that such insurance is obtainable. In the time of war, the County shall also carry or cause to be carried in such amount such insurance as may be reasonably available against loss or damage by sabotage and the risks and hazards of war. The proceeds of the insurance described in this subsection (a) shall be deposited into the Extension and Replacement Fund. (b) During the construction of any Expansion, the County shall maintain or cause to be maintained on its behalf naming it as co-insured or for its benefit such builder's risk insurance respecting the Expansion or portions thereof as is customarily carried by owners or builders of utilities similar to the System. Proceeds of such insurance shall be deposited in the Construction Fund. (c) In all cases, the County's Risk Manager shall be the sole arbiter of the reasonableness of the insurance to be maintained by the County under this Section 7.14. SECTION 7.15. Sale of the System. (a) The System may be sold, leased or otherwise disposed of to another political subdivision or public agency of the State authorized by law to own and operate such systems only if such political subdivision assumes all the obligations of the County under this Bond Resolution and there is filed with the Trustee a report prepared by an independent consultant satisfactory to the Trustee showing that there is no material adverse effect on the ability of the System to produce Revenues to satisfy the rate covenant contained in Section 7.8. (b) The System may be sold, leased or otherwise disposed of to a private utility only as a whole or substan- tially as a whole, and only if the net proceeds to be realized shall be sufficient to discharge the lien of the Bondholders as provided in Section 12.1. (c) The County shall have and hereby reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the System hereafter determined in the manner provided herein to be no longer necesSary, useful or profitable in the operation thereof. Prior to any such sale, lease or other disposition of such property, an Authorized Officer of the County shall make a finding in writing determining that such property comprising a part of the System is no longer necessary, useful or profitable in the operation thereof, and such finding shall be approved by resolution of the Board if the amount to be received therefor is in excess of $100,000. All proceeds derived from the sale, lease or other disposition of any property comprising a part of the System as provided above, shall be deposited by the County in the Extension and Replacement Fund or the Redemption Fund as shall be determined by the Director of Budget. SECTION 7.16. Compliance With Conditions Precedent. Upon the date of issuance of any of the Bonds, all conditions, acts and things required by law or by this VI I-6 Bond Resolution to exist, to have happened or to have been performed precedent to or in the issuance of such Bonds shall exist, have happened and have been performed and such Bonds, together with all other indebtedness of the County, shall be within every debt and other limit prescribed by law. SECTION 7.17. General. The County shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the County under the provisions of this Bond Resolution in accordance with the terms of such provisions. VII-7 ARTICLE VIII SUPPLEMENTAL RESOLUTIONS SECTION 8.1. Supplemental Resolutions Effective Upon Filing With the Trustee. For any one or more of the following purposes and at any time or from time to time, a Supplemental Resolution of the County may be adopted, which, upon the filing with the Trustee of a copy thereof certified by the Clerk or an Authorized Officer of the County, shall be fully effective in accordance with its terms: (1) to close this Bond Resolution against, or provide limitations and restrictions in addition to the limitations and restrictions contained in this Bond Resolution on the delivery of Bonds or the issuance of other evidences of indebtedness; (2) to add to the covenants and agreements of the County in this Bond Resolution other covenants and agreements to be observed by the County which are not contrary to or inconsistent with this Bond Resolution as theretofore in effect; (3) to add to the limitations and restrictions in this Bond Resolution and other limitations and restric- tions to be observed by the County which are not contrary to or inconsistent with this Bond Resolution as thereupon in effect; (4) to surrender any right, power or privilege reserved to or conferred upon the County by the terms of this Bond Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the County contained in this Bond Resolution; (5) to confirm, as further assurance, any pledge under, and the subjection to any lien or pledge created or to be created by, this Bond Resolution of the Revenues or of any other revenues or assets; (6) to modify any of the provisions of this Bond Resolution in any respect whatsoever, but only if (i) such modification shall be, and be expressed to be, effective only after all Bonds Outstanding at the date of the adoption of such Supplemental Resolution shall cease to be Outstanding, and (ii) such Supplemental Resolution shall be specifically referred to in the text of all Bonds delivered after the date of the adoption of such Supplemental Resolution and of Bonds issued in exchange therefor or in place thereof; (7) to authorize the issuance of additional Series of Bonds and to prescribe the terms and conditions upon which such Bonds may be issued; (8) to increase the Debt Service Reserve Requirement by removing the reference to the Code to the extent there is a change in such law or regulations permitting the removal of the limitation; or (9) to provide for the issuance of Bonds in such form as permitted by Section 3.1 and to make such other provisions as are necessary to provide for Bonds issued in such form. SECTION 8.2. Supplemental Resolutions Effectiv~ Upon Consent of Trustee. (a) For any one or more of the following purposes and at any time or from time to time, a Supplemental Resolution may be adopted, which upon (i) the VIII-1 filing with the Trustee of a copy thereof certified by the Clerk or an Authorized Officer of the County, and (ii) the filing with the Trustee and the County of an instrument in writing made by the Trustee consenting thereto, shall be fully effective in accordance with its terms: (1) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Bond Resolution; or (2) to insert such provisions clarifying matters or questions arising under this Bond Resolution as are necessary.or desirable and are not contrary to or inconsistent with this Bond Resolution as theretofore in effect. (b) Any such Supplemental Resolution may also contain one or more of the purposes specified in Section 8.1 and, in that event, the consent of the Trustee required by this Section 8.2 shall be applicable only to those provi- sions of such Supplemental Resolution as shall contain one or more of the purposes set forth in subsection (a) of this Section 8.2. SECTION 8.3. Supplemental Resolutions Effective ~pon Consent of Bondholders. At any time or from time to time, a Supplemental Resolution may be adopted subject to consent by Bondholders in accordance with and subject to the provisions of Article IX. Any such Supplemental Resolution shall become fully effective in accordance with its terms upon the filing with the Trustee of a copy thereof certified by the Clerk or by an Authorized Officer of the County and upon compliance with the provisions of Article IX. SECTION 8.4. General Provisions. (a) This Bond Resolution shall not be modified or amended in any respect except as provided in and in accordance with and subject to the provisions of this Article VIII and Article IX. Nothing contained in this Article VIII or Article IX shall affect or limit the right or obligation of the County to adopt, make, do, execute, acknowledge or deliver any resolution, act or other instrument pursuant to the provisions of Section 7.5 or the right or obligation of the County to execute and deliver to the Trustee any instrument which is to be delivered to the Trustee pursuant to this Bond Resolution. (b) Any Supplemental Resolution permitted or authorized by Section 8.1 or 8.2 may be adopted by the County without the consent of any of the Bondholders, but shall become effective only on the conditions, to the extent and at the time provided in such Sections, respectively. The copy of every Supplemental Resolution filed with the Trustee shall be accompanied by a Bond Counsel's Opinion stating that such Supplemental Resolution has been duly and lawfully adopted in accordance with the provisions of this Bond Resolution, is authorized or permitted by this Bond Resolution, and is valid and binding upon the County. (c) The Trustee is hereby authorized to accept the delivery of a certified copy of any Supplemental Resolution referred to and permitted or authorized by Section 8.1, 8.2 or 8.3 and to make all further agreements and stipulations which may be therein contained, and the Trustee, in taking such action, shall be fully protected in relying on an opinion of counsel (which may be a Bond Counsel's Opinion) that such Supplemental Resolution is authorized or permitted by the provisions of this Bond Resolution. (d) No Supplemental Resolution shall change or modify any of the rights or obligations of the Trustee without its written consent thereto. VIII-2 ARTICLE IX AMENDMENTS SECTION 9.1. Mailing and Publication of Notice of Amendment. (a) Any provision in this Article IX for the mailing of a notice or other paper to Bondholders shall be fully complied with if it is mailed postage prepaid (i) to each Holder of Bonds Outstanding at the address, if any, appearing upon the registration books of the County maintained by the Registrar, and (ii) to the Trustee. (b) Any provision in this Article IX for publication of a notice or other matter shall require the publication thereof only in Authorized Newspapers. SECTION 9.2. Powers of Amendment. (a) Subsequent to the issuance and delivery of the 1985A Bonds, any modification of or amendment to this Bond Resolution and of the rights and obligations of the County and of the Holders of the Bonds hereunder, in any particular, may be made by a Supplemental Resolution, but only, in the event such Supplemental Resolution shall be adopted pursuant to Section 8.3, with the written consent given, as provided in Section 9.3, (i) of the Holders of at least two-thirds in principal amount of the Bonds Outstanding at the time such consent is given, (ii) in case less than all of the several Series of Bonds Outstanding are affected by the modification or amendment, of the Holders of at least two-thirds in principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given, and (iii) in case less than all the maturities of a Series of Bonds are affected by the modification or amendment, of the Holders of at least two-thirds in principal amount of the Bonds of each maturity so affected and Outstanding at the time such consent is given. If any such modification or amendment will not take effect until Bonds of any specified maturity shall no longer remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 9.2. (b) No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon without the consent of the Holder of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds, the consent of the Holders of which is required to effect any such modification or amendment, or shall change or modify any of the rights or obligations of the Trustee without its written consent thereto. For the purposes of this Section 9.2, a Series shall be deemed to be affected by a modification or amendment of this Bond Resolution if the same adversely affects or diminishes the rights of the Holders of Bonds of such Series. The Trustee may, in its sole discretion, determine whether or not Bonds of any particular Series or maturity would be affected by any modification or amendment made in accordance with the foregoing powers of amendment. Any such determination shall be binding and conclusive on the County and all Holders of Bonds. (c) Prior to the issuance and delivery of the 1985A Bonds and notwithstanding any other provision of this Bond Resolution to the contrary, this Bond Resolution and the First Supplemental Bond Resolution may be amended by one or more subsequent resolutions of the Board without the consent of or any notice to or filing with the Trustee or any other person. IX-1 SECTION 9.3. Consent of Bondholders. (a) A copy of any Supplemental Resolution making a modification or amendment which is not permitted by the provisions of Section 8.1 or 8.2 (or brief summary thereof or reference thereto in form approved by the Trustee), together with a request to Bondholders for their consent thereto in form satisfactory to the Trustee, shall be mailed by the County to any Holder of Bonds and may, at the discretion of the Trustee, be published in Authorized Newspapers at least once a week for two (2) successive weeks (but failure to publish such copy and request shall not affect the validity of the Supplemental Resolution when consented to as in this Section provided). Such Supplemental Resolution shall not be effective unless and until (i) there shall have been filed with the Trustee (a) the written consents of Holders of the percentages of Outstanding Bonds specified in Section 9.2 and (b) a Bond Counsel's Opinion stating that such Supplemental Resolution has been duly and lawfully adopted by the County in accordance with the provisions of this Bond Resolution, is authorized or permitted hereby and is valid and binding upon the County and (ii) a notice shall have been mailed as hereinafter provided in this Section 9.3. (b) The consent of a Bondholder to any modification or amendment shall be effective only if accompanied by proof of the ownership, at the date of such consent, of the Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 11.13. A Certificate of the Trustee filed with the Trustee stating that it has examined such proof and that such proof is in accordance with such Section 11.13 shall be conclusive evidence that the consents have been given by the Holders of the Bonds described in such Certificate of the Trustee. Any such consent shall be binding upon the Holder of the Bonds giving such consent and upon any subsequent Holder of such Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent Holder thereof has notice thereof) unless such consent is revoked in writing by the Holder of such Bonds giving such consent or a subsequent Holder thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter provided for in this Section 9.3 is filed, such revocation and, if such Bonds are transferable by delivery, proof that such Bonds are held by the signer of such revocation in the manner permitted by Section 11.13. The fact that a consent has not been revoked may likewise be proved by a Certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. (c) At any time after the Holders of the required percentages of Bonds shall have filed their consents to the Supplemental Resolution, the Trustee shall make and file with the County and the Trustee a written statement that the Holders of such required percentages of Bonds have filed such consents. Such written statements shall be conclusive that such consents have been so filed. Not more than ninety (90) days after the Holders of the required percentages of Bonds shall have filed their consents to the Supplemental Resolution and the written statement of the Trustee hereinabove provided for is filed, notice, stating in substance that the Supplemental Resolution (which may be referred to as a Supplemental Resolution adopted by the County on a stated date, a copy of which is on file with the Trustee) has been consented to by the Holders of the required percentages of Bonds and will be effective as provided in this Section 9.3, shall be given to the Bondholders by the County by mailing such notice to the Bondholders and may be given, at the discretion of the Trustee, by contemporaneous publication of the same in Authorized Newspapers (but failure to publish such notice shall not prevent such Supplemental Resolution from becoming effective and binding as provided in this Section 9.3). The IX-2 County shall file with the Trustee proof of the mailing of such notice and, if the same shall have been published, of the publication thereof. A record, consisting of the papers required or permitted by this Section 9.3 to be filed with the Trustee, shall be proof of the matters therein stated. Such Supplemental Resolution making such amendment or modification shall be deemed conclusively binding upon the County, the Trustee and the Holders of all Bonds at the expiration of forty (40) days after the filing with the Trustee of the proof of the first mailing of the notice of such consent, except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental Resolution in a legal action or equitable proceeding for such purpose commenced within such forty (40) day period, except that the Trustee and the County during such forty (40) day period and any such further period during which any such action or proceeding may be pending shall be entitled in their absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Resolution as they may deem expedient. SECTION 9.4. Modifications by Unanimous Consent. The terms and provisions of this Bond Resolution and the rights and obligations of the County and of the Holders of the Bonds hereunder may be modified or amended in any respect upon the adoption and filing by the County of a Supplemental Resolution and the consent of the Holders of all the Bonds Outstanding, such consent to be given as provided in Section 9.3, but no such modification or amend- ment shall change or modify any of the rights or obligations of the Trustee without the filing with the Trustee of the written consent thereto of the Trustee in addition to the consent of the Bondholders. No notice of any such modifica- tion or amendment to Bondholders either by mailing or publication shall be required. SECTION 9.5. Exclusion of Bonds. Bonds owned or held by or for the account of the County shall not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Article IX, and the County shall not be entitled with respect to such Bonds to give any consent or take any other action provided for in this Article IX. At the time of any consent or other action taken under this Article IX, the County shall furnish to the Trustee a Certificate of an Authorized Officer of the County, upon which the Trustee may rely, describing all Bonds so to be excluded. SECTION 9.6. Notation on Bonds. Bonds delivered after the effective date of any action taken as provided in Article VIII or this Article IX may, and if the Trustee so determines shall, bear a notation, by endorsement or otherwise in a form approved by the County and the Trustee, as to such action. Upon any transfer or exchange of any Bond Outstanding at such effective date or upon demand of the Holder of any Bond Outstanding at such effective date and presentation of such Bond, the Trustee shall make suitable notation as to such action on such Bond or upon any Bond issued upon any such transfer or exchange. If the County or the Trustee shall so determine, new Bonds modified to conform to such action in the opinion of the Trustee and the County shall be prepared, executed and delivered, and upon demand of the Holder of any Bond Outstanding shall be exchanged, without cost to such Bondholder, upon surrender of such Outstanding Bond. IX-3 ARTICLE X DEFAULTS AND REMEDIES SECTION 10.1. Events of Default. Each of the following events is hereby declared an "Event of Default": (a) failure to make payment of the principal or Redemption Price, if any, of any Bond when and as the same shall become due, whether at maturity or upon call for redemption or otherwise; or (b) failure to make payment of any installment of interest on any of the Bonds when and as the same shall become due; or (c) failure or refusal by the County to comply with the provisions of this Bond Resolution, or default by the County in the performance or observance of any of the covenants, agreements or conditions on its part contained herein, in any Supplemental Resolution or in the Bonds (other than a failure or refusal constituting an Event of Default under subsection (a) or (b) of this Section 10.1) and the continuance of such failure, refusal or default for a period of forty-five (45) days after written notice thereof by the Trustee or the Holders of not less than twenty-five percent (25%) in principal amount of the Outstanding Bonds; provided, however, that the failure or refusal by the County to comply with the provisions of this Bond Resolution, or default by the County in the performance or observance of any of the covenants, agreements or conditions on its part contained herein, in any Supplemental Resolution or in the Bonds (other than a failure or refusal constituting an Event of Default under subsection (a) or (b) of this Section 10.1), shall not constitute an Event of Default if, prior to or within such forty-five (45) day period, the County shall commence, or cause to be commenced, appropriate action in good faith to cure such violation or failure and shall diligently prosecute such action to completion, notwithstanding that the period required to effect such cure shall extend beyond such forty-five (45) days period; and provided further that the failure of the County to comply with the rate covenant set forth in Section 7.8(a) shall not be an Event of Default if the County shall have retained a Consultant pursuant to Section 7.8(d) and shall, after the filing with the Trustee of the special report contemplated by such Section 7.8(d), be taking actions in accordance with the recommendations of the Consultant set forth therein to cure its failure to comply with such rate covenant. SECTION 10.2. Remedies. (a) Upon the happening and continuance of any Event of Default specified in subsection (a) and (b) of Section 10.1 the Trustee shall proceed or, upon the happening and continuance of any Event of Default specified in subsection (c) of Section 10.1 the Trustee may proceed and, upon the written request of the Holders of not less than twenty-five percent (25%) in principal amount of the Outstanding Bonds, shall proceed, in its own name, subject to the provisions of Section 11.3 to protect and enforce the rights of the Bondholders by such of the following remedies, which are then permitted by law, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce such rights: (1) by mandamus or other suit, action or proceeding at law or in equity, to enforce all rights of the Bondholders, including the right to require the County to receive and collect Revenues adequate to X-1 enable the County to carry out any of the covenants or agreements with Bondholders and to perform its duties as prescribed by law; (2) by bringing suit upon the Bonds; (3) by action or suit in equity, to require the County to account as if it were the trustee of an express trust for the Holders of the Bonds; (4) by action or suit in equity, to enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds; or (5) by declaring all Bonds due and payable, and if all defaults shall be cured, then, with the written consent of the Holders of not less than twenty-five percent (25%) in principal amount of the Outstanding Bonds, by annulling such declaration and its consequences. (b) In the enforcement of any rights and remedies under this Bond Resolution, the Trustee shall be entitled to sue for, enforce payment of and receive any and all amounts then, or during any default becoming, and at any time remaining, due and unpaid from the County for principal, interest or otherwise, under any provisions of this Bond Resolution or a Supplemental Resolution or of the Bonds, with interest on overdue payments at the rate of interest specified in such Bonds, together with any and all costs and expenses of collection and of all proceedings under this Bond Resolution or such Supplemental Resolution or Bonds, without prejudice to any other right or remedy of the Trustee or of the Bondholders, and to recover and enforce a judgment or decree against the County for any portion of such amounts remaining unpaid, with interest, costs and expenses (including without limitation pre-trial, trial and appellate attorney fees), and to collect from any moneys available for such purpose, in any manner provided by law, the moneys adjudged or decreed to be payable. (c) Upon the occurrence of any Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Bond- holders under this Bond Resolution, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and of the assets of the County relating to the System, pending such proceedings, with such powers as the court making such appointment shall confer. (d) Except upon the occurrence and during the continuance of an Event of Default hereunder, the County hereby expressly reserves and retains the ~rivilege to receive and, subject to the terms and provisions of this Bond Resolution, to keep or dispose of, claim, bring suit upon or otherwise exercise, enforce or realize upon its rights and interest in and to the System and the Revenues therefrom, and neither the Trustee nor any Bondholder shall in any manner be or be deemed to be an indispensable party to the exercise of any such privilege, claim or suit. SECTION 10.3. Priority o.f Payments After Default. (a) In the event that upon the happening and continuance of any Event of Default the funds held by the Trustee shall be insufficient for the payment of the principal or Redemption Price then due of and interest then due on the Bonds, such funds (other than funds for the payment of particular Bonds which have theretofore become due at maturity) and any other amounts received or collected by the Trustee acting pursuant to this Article X, after making provision for the payment of any expenses necessary X-2 in the opinion of the Trustee to protect the interest of the Holders of the Bonds and for the payment of the charges and expenses and liabilities incurred and advances made by the Trustee in the performance of their respective duties under this Bond Resolution, shall be applied as follows: (1) Unless the principal of all of the Bonds shall have become or have been declared due and payable: FIRST: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amounts available shall not be sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference; SECOND: To the payment to the persons entitled thereto of the unpaid principal or Redemption Price of any Bonds which shall have become due and, if the amounts available shall not be sufficient to pay in full all the Bonds due, then to the payment thereof ratably, according to the amounts of principal or Redemption Price due on such date, to the persons entitled thereto, without any discrimination or preference; and THIRD: To be held for the payment to the persons entit~hereto, as the same shall become due, of the principal or Redemption Price of and interest on the Bonds which may thereafter become due and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, together with such interest, payment shall be made ratably according to the amount of principal due on such date to the persons entitled thereto, without any discrimination or preference. (2) If the principal of all of the Bonds shall have become or have been declared due and payable, to the payment of the principal and interest then due and unpaid upon the Bonds without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (b) Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section 10.3, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for such application and the likelihood of additional money becoming available for such application in the future. The setting aside of such moneys in trust for the proper purpose, shall constitute proper application by the Trustee, and the Trustee shall incur no liabiity whatsoever to the County, to any Bondholder or to any other person for any delay in applying such moneys, so long as the Trustee acts with reasonable diligence, having due regard for the circumstances, and ultimately applies the same in accordance with such provisions of this Bond Resolution as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such moneys, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made. The Trustee shall not be required to make payment to the Holder of any Bond unless X-3 such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. SECTION 10.4. Termination of Proceedings. In case any proceedings taken by the Trustee on account of any Event of Default shall have been discontinued or abandoned for any reason, then in every such ease the County, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers, and duties of the Trustee shall continue as though no such proceeding had been taken. SECTION 10.5. Bondholders' Direction of Proceedings. Anything in this Bond Resolution to the contrary notwithstanding, the Holders of the majority in principal amount of the Bonds Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method of conducting all remedial proceedings to be taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this Bond Resolution, and that the Trustee shall have the right to decline to follow a direction which, in the opinion of the Trustee, would be unjustly prejudicial to Bondholders not parties to such direction. SECTION 10.6. Limitation on Rights of Bondholders. (a) No Holder of any Bond shall have any right to institute any suit, action, mandamus or other proceeding in equity or at law hereunder, for the protection or enforcement of any right under this Bond Resolution unless such Holder shall have given to the Trustee written notice of the Event of Default or breach of duty on account of which such suit, action or proceeding is to be taken, and unless the Holders of not less than twenty-five percent (25%) in principal amount of the Bonds Outstanding shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers herein granted or granted under the law or to institute such action, suit or proceeding in its name and unless, also, there shall have been offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time. Such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers under this Bond Resolution or for any other remedy hereunder or by law. It is understood and intended that no one or more Holders of the Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Bond Resolution, or to enforce any right hereunder or under law with respect to the Bonds or this Bond Resolution, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Holders of the Outstanding Bonds. Nothing contained in this Article X shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on his Bonds, or the obligation of the County to pay the principal of and interest on each Bond issued hereunder to the Holder thereof at the time and place expressed in such Bond. (b) Anything to the contrary notwithstanding contained in this Section 10.6 or any other provision of this Bond Resolution, each Holder of any Bond by his acceptance thereof shall be deemed to have agreed that any court in its discretion may require, in any suit for the X-4 enforcement of any right or remedy under this Bond Resolution or any Supplemental Resolution or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the reasonable costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable pre-trial and appellate attorneys' fees, against any party litigant in any such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 10.6 shall not apply to any suit instituted by the Trustee to any suit instituted by any Bondholder or group of Bondholders holding at least twenty-five percent (25%) in principal amount of the Bonds Outstanding, or to any suit instituted by any Bondholder for the enforcement of the payment of any Bond on or after the respective due date thereof expressed in such Bond. SECTION 10.7. Possession of Bonds by Trustee Not Required. All rights of action under this Bond Resolution or under any of the Bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds or the production thereof at the trial or other proceeding relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Bonds, subject to the provisions of this Bond Resolution. SECTION 10.8. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Holders of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 10.9. No Waiver of Default. No delay or omission of the Trustee or of any Holder of the Bonds to exercise any right or power shall be construed to be a waiver of any such default or any acquiescence therein and every power and remedy given by this Bond Resolution to the Trustee and the Holder of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. SECTION 10.10. Notice of Event of Default. The Trustee shall give to the Bondholders notice of each Event of Default hereunder known to the Trustee within ninety (90) days after actual knowledge of the occurrence thereof, unless such Event of Default shall have been remedied or cured before the giving of such notice; provided that, except in the case of default in the payment of the principal or Redemption Price of or interest on any of the Bonds, or in the making of any payment required to be made into the Debt Service Fund, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors or responsible officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Bondholders. Each such notice of an Event of Default shall be given by the Trustee by mailing written notice thereof (i) to all Holders appearing on the books of registry of the County maintained by the Registrar and (ii) to such other persons as is required by law. X-5 ARTICLE CONCERNING THE FIDUCIARIES SECTION 11.1. The Trust. By its certificate of acceptance delivered to the County on the date of first delivery of the Bonds issued under this Bond Resolution the Trustee agrees to hold in trust, for the benefit of the Holders from time to time of the Bonds, all property conveyed or delivered to it under this Bond Resolution and all Funds and Accounts and the moneys or Investment Securities held therein, and to act as Paying Agent and Registrar for the 1985 Bonds. SECTION 11.2. Responsibility of the Trustee. The statements of fact herein and in the Bonds contained shall be taken as the statements of the County and the Trustee does not assume any responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Bond Resolution or of any Bonds hereunder or in respect of the security afforded by this Bond Resolution, and the Trustee shall not incur any responsibility in respect thereof. The Trustee shall not be under any responsibility or duty with respect to the issuance of the Bonds for value or the application of the proceeds thereof or the application of any moneys paid to the County. The Trustee shall not be under any obligation or duty to perform any act which would involve it in expense or liab~i.ty or to institute or defend any suit in respect hereof, or to advance any of its own moneys, unless properly indemnified. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or default. SECTION 11.3. Evidence on Which Trustee May Act. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel to the County, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, including payment of moneys out of any Fund or Account, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate signed by an Authorized Officer of the County, and such Certificate shall be full warrant for any action taken or suffered in good faith thereof, but in its sole discretion the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. Neither the Trustee nor any successor Trustee shall be liable to the County, the Holders of any of the Bonds or any other person for any act or omission done or omitted to be done by the Trustee in reliance upon any instruction, direction or certification received by the Trustee pursuant to the resolution or for any act or omission done or omitted in good faith and without willful or reckless misconduct. Except as otherwise expressly provided herein, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision hereof by the County to the Trustee shall be sufficiently executed if executed in the name of the County by an Authorized Officer of the County. SECTION 11.4. Compensation. The County shall pay to the Trustee from time to time reasonable compensation for XI-1 all services rendered under this Bond Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties under this Bond Resolution, and the Trustee shall have a lien therefor on any and all Funds or Accounts at any time held by it under this Bond Resolution. SECTION 11.5. Permitted Acts and Functions. The Trustee may become the Holder of any Bonds, with the same rights it would have if it were not the Trustee. The Trustee may act as Depositary for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondholders or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Bond Resolution, whether or not any such committee shall represent the Holders of a majority in principal amount of the Bonds Outstanding. The Trustee may be an underwriter in connection with the sale of the Bonds or of any other securities offered or issued by the County. SECTION 11.6. Resignation of Trustee. The Trustee may at any time resign and be discharged of the duties and obligations created by this Bond Resolution by giving not less than sixty (60) days' written notice to the County and publishing notice thereof specifying the date when such resignation shall take effect once in Authorized Newspapers, and such resignation shall take effect upon the date specified in such notice unless previously a succeessor Trustee shall have been appointed, as provided in Section 11.8, in which event such resignation shall take effect immediately on the appointment of such successor. SECTION 11.7. Removal of Trustee. The Trustee shall be removed by the County if at any time so requested by an instrument or concurrent instruments in writing, filed with the Trustee and the County and signed by the Holders of a majority in principal amount of the Bonds Outstanding or their duly authorized attorney, excluding any Bonds held by or for the account of the County. The County may remove the Trustee at any time, except during the existence of an Event of Default, for such cause as shall be determined in the sole discretion of the County by filing with the Trustee an instrument signed by an Authorized Officer of the County. SECTION 11.8. Appointment of Successor Trustee. (a) In case at any time the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, the County covenants and agrees that it will thereupon appoint a successor Trustee. The County shall publish notice of any such appointment in Authorized Newspapers, such publication to be made within twenty (20) days after such appointment. (b) If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section 11.8 within forty-five (45) days after the Trustee shall have given to the County written notice, as provided in Section 11.6,~or after a vacancy in the office of the Trustee shall have occurred by reason of its inability to act, the Trustee or the Holder of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. (c) Any Trustee appointed under the provisions of this Section 11.8 in succession to the Trustee shall be a trust company, bank or national banking association having X1-2 the powers of a trust company within or outside the State, having capital, surplus and undivided profits aggregating at least $25,000,00 if there be such a trust company, bank or national banking association willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Bond Resolution. SECTION 11.9. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under this Bond Resolution shall execute, acknowledge and deliver to its predecessor Trustee, and also to the County, an instrument accepting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all moneys, estates, properties, rights, powers, duties and obligations of such predecessor Trustee, with like effect as if originally named as Trustee, but the Trustee ceasing to act shall nevertheless, on the request of the County or of its successor Trustee, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of the predecessor Trustee in and to any property held by it under this Bond Resolution, and shall pay over, assign and deliver pursuant to the terms and conditions herein set forth. Should any deed, conveyance or instrument in writing from the County be required by such successor Trustee for more fully and certainly vesting in and confirming to such successor Trustee any such estates, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall, on request, and so far as may be authorized by law, be executed, acknowledged and delivered by the County. Upon the effectiveness of the resignation or removal of the Trustee, such Trustee's authority to act pursuant to this Bond Resolution shall terminate and such Trustee shall have no further responsibility or liability whatsoever for performance of this Bond Resolution as Trustee. SECTION 11.10. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be a trust company or bank which is qualified to be a successor to the Trustee under Section 11.8 and shall be authorized by law to perform all the duties imposed upon it by this Bond Resolution, shall be the successor to the Trustee without the execution or filing of any paper or the performance of any further act, anything herein to the contrary notwithstanding. SECTION 11.11. Appointment of Paying Agent. The Trustee is hereby appointed Paying Agent for the 1985 Bonds. The Trustee may, with the consent of the County, appoint one or more additional Paying Agents for each Series of Bonds to perform any of the obligations and duties of the Trustee hereunder by a written instrument executed by the Paying Agent and the Trustee under which such Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution in respect of each Series of Bonds for which it is appointed Paying Agent and any additional duties or obligations imposed upon it by agreement and shall agree, particularly: (a) to hold all sums held by it for the payment of the principal of or interest on Bonds in trust for the benefit of the Holders of such Bonds until such XI-3 sums shall be paid to such Holders of such Bonds or otherwise disposed of as herein provided; (b) to keep such books and records as shall be consistent with prudent industry practice, to make such books and records available for inspection by the County, the Trustee and the Registrar at all reasonable times; and (c) upon the request of the Trustee, to forthwith deliver to the Trustee all sums so held in trust by the Paying Agent. SECTION 11.12. Qualifications of Paying Agent. Any Paying Agent (other than the Trustee) shall be a corporation or banking association duly organized under the laws of the United States of America or any state or territory thereof, having a combined capital stock, surplus and undivided profits of at least $50,000,000 and authorized by law to perform all the duties imposed upon it by this Bond Resolution. SECTION 11.13. Evidence of Signatures of Bondholders and Ownership of Bonds. (a) Any request, consent or other instrument which this Bond Resolution may require or permit to be signed and executed by the Bondholders may be in one or more instruments of similar tenor, and shall be signed or executed by such Bondholders in person or by their duly authorized attorneys. Proof of the execution of any such instrument, or of an instrument appointing any such attorney, shall be sufficient for any purpose of this Bond Resolution (except as otherwise herein expressly provided) if made in the manner set forth in subsection (b) of this Section 11.13, but the Trustee may nevertheless in its sole discretion require further or other proof in any case where it deems the same desirable. (b) The fact and date of the execution by any Bondholder or his attorney of such instrument may be proved by the Certificate, which need not be acknowledged or verified, of an officer of a bank or trust company, financial institution or other member of the National Association of Securities Dealers, Inc. satisfactory to the Trustee, or of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act that the person signing such request or other intrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The authority of the person or persons executing any such instrument on behalf of a corporate Bondholder may be established without further proof if such instrument is signed by a person purporting to be the president or vice president of such corporation with a corporate seal affixed and attested by a person purporting to be its secretary or an assistant secretary. (c) The ownership of Bonds and the amount, numbers and other identification, and date of holding the same shall be proved by the books of registry of the County maintained by the Registrar. (d) Any request, consent or vote of the Holder of any Bond shall bind all future Holders of such Bond in respect of anything done or suffered to be done by the County and any Bondholder and their agents and their representatives, any of whom may make copies thereof. SECTION 11.14. Appointment of Registrar. The Trustee may, with the consent of the County, appoint one or more additional Registrars to perform any of the obligations and duties of the Trustee hereunder by a written instrument XI-4 executed by such additional Registrar and the Trustee under which such additional Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution and any additional duties or obligations imposed upon it by agreement. XI-5 A~?IC~E XII DEFEASANCE SECTION 12.1. Defeasance. (a) If the County shall pay or cause to be paid to the Holders of the Bonds the principal and interest to become due thereon, at the times and in the manner stipulated therein and in this Bond Resolution, then the pledge of any Revenues, payments made by the County in satisfaction of covenants contained herein and other moneys, securities and funds hereby pledged and all other rights granted hereby shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the County, execute and deliver to the County all instruments as may be desirable to evidence such discharge and satisfaction and shall pay over or deliver to the County all moneys or securities held by the Trustee pursuant to this Bond Resolution which are not required for the payment of Bonds. If the County shall pay or cause to be paid, or there shall otherwise be paid, to the Holders of all Outstanding Bonds of a particular Series the principal and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Bond Resolution, then such Bonds shall cease to be entitled to any lien, benefit or security hereunder and all covenants, agreements and obligations of the County to the Holders of such Bonds shall thereupon cease, terminate and become void and discharged and satisfied. (b) Bonds or interest installments for the payment of which moneys shall have been set aside and held in trust by the Trustee (through deposit by the County of funds for such payment or otherwise) shall, at the maturity thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1. All Bonds shall, prior to the maturity or Redemption Date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1 if (i) in case any of such Bonds are to be redeemed on any date prior to their maturity, the County shall have given to the Trustee, in form satisfactory to it, irrevocable instructions to give notice of redemption of such Bonds on such date as provided in Article VI, (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Investment Securities the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient to pay when due the principal or Redemption Price, if any, of and interest due and to become due on such Bonds on and prior to the Redemption Date or maturity date thereof, as the case may be, or a combination of such moneys and Investment Securities, and (iii) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the County shall have given the Trustee, in form satisfactory to it, irrevocable instructions to publish, as soon as practicable, at least twice at an interval of not less than seven (7) days between publications, in the Authorized Newspapers a notice to the Holders of such Bonds that the deposit required by (ii) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section 12.1 and stating such maturity or Redemption Date upon which moneys are to be available for the payment of the principal or Redemption Price, if any, of and interest on such Bonds; but any cash received from such principal of or interest payments on such Investment Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Investment Securities maturing at times and in amount sufficient to pay when due the principal or Redemption Price, if any, of and interest XII-1 to become due on such Bonds on and prior to such maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the County, as received by the Trustee, free and clear of any trust, lien or pledge. For the purposes of this Section 12.1, Invest- ment Securities means and includes only such obligations as are described in clause (i) of the definition of Investment Securities herein. (c) If, through the deposit of moneys by the County or otherwise, the Trustee shall hold, pursuant to this Bond Resolution, moneys sufficent to pay the principal of and interest to maturity on all Outstanding Bonds, or in the case of Bonds in respect of which the County shall have taken all action necessary to redeem prior to maturity, sufficient to pay the Redemption Price and interest to such Redemption Date, then at the request of the County all moneys held by the Trustee, shall be held by the Trustee for the payment of Outstanding Bonds. (d) Anything in this Bond Resolution to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds which remain unclaimed for six (6) years after the date when all of the Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemp- tion, if such moneys were held by the Trustee at such date, or for six (6)years after the date of deposit of such moneys if deposited with the Trustee after the date when all of the Bonds become due and payable, shall, at the written request of the County, be repaid by the Trustee to the County, as absolute property of the County and free from trust, and the Trustee shall thereupon be released and discharged; except that before being required to make any such payment to the County, the Trustee shall, at the expense of the County, cause to be published at least twice, at an interval of not less than seven (7) days between publications, in Authorized Newspapers, notice that such moneys remain unclaimed and that, after a date named in such notice, which date shall be not less than ten (10) nor more than twenty (20) days after the date of the first publication of such notice, the balance of such moneys then unclaimed shall be returned to the County. XII-2 ARTICLE XIII MISCELLANEOUS PROVISIONS SECTION 13.1. No Recourse Under Bond Resolution or on Bonds. All covenants, stipulations, promises, agreements and obligations of the County contained in this Bond Resolution shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the County and not of any officer, director or employee of the County in his individual capacity, and no recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or on this Bond Resolution against any officer, director or employee of the County or against any natural person executing the Bonds. SECTION 13.2. Repeal of Conflicting Resolutions and Proceedings. All resolutions and parts of resolutions or other proceedings of the County in conflict herewith be and the same are repealed to the extent of such conflict. SECTION 13.3. Effectiveness of Bond Resolution. This Bond Resolution shall be effective from and after the adoption hereof by the Board. XlII-1 COUNTY OF CHESTERFIELD, VIRGINIA FIRST SUPPLEMENTAL BOND RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF $20,000,000 AGGREGATE PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE BONDS, SERIES ]98§A, DATED AS OF AUGUST ], ]985, OF THE COUNTY OF CHESTERFIELD, VIRGINIA ADOPTED JULY 24, ]985 TABLE OF CONTENTS SECTION PAGE 1.1 Definitions ARTICLE I DEFINITIONS I-1 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 ARTICLE II AUTHORIZATION OF 1985A BONDS Authorization of 1985A Bonds .......... Provisions for Redemption of 1985A Bonds Sale of {~'~ ........................._ ..__.... Execution and Form of'1985A'BOnds''''' Approval of Form of Indenture of Trust and Terms, Conditions and Provisions Thereof Approval o~'~'~'~'~~'~ Terms, Conditions and Provisions Thereof; Execution and Delivery of Loan Agreement .... Approval of Forms'~ ~~ Agreements and Terms, Conditions and Provisions Thereof; Execution and Delivery of Refunding Trust Agreement ...... Application ~ ~~'~ ~ ' Bonds ..... Establis~ ~ ~~~'~ Capital Reserve Subaccount; Disposition of Capital Reserve Subaccount Upon Sale of 1985A Bonds By the Authority ............ Investment of Funds and Accounts Under Bond Resolution .............. II-1 II-2 II-3 II-3 II-3 II-3 II-4 II-4 II-4 II-5 3.1 3.2 3.3 3.4 EXHIBIT EXHIBIT EXHIBIT EXHIBIT ARTICLE III MISCELLANEOUS First Supplemental Bond Resolution is a "Supplemental Resolution" Under the Bond Resolution; 1985A Bonds Are "Bonds" Under the Bond Resolution Publication o~'~i'~~'~ ....... Adoption of the Bond Resolution and the First Supplemental Bond Resolution Effect of Article'and'sectiOn'''' ''' ''''''' Headings and Table of Contents .... Effectiveness of This First Supple- mental Bond Resolution ............ A Form of 1985A Bonds ................ B Form of Indenture of Trust .......... C Form of Loan Agreement .............. D Form of Refunding Trust Agreements.. III-1 III-1 III-2 III-2 A-1 B-1 C-1 D-1 -i- ARTICL~ I D~FINITIONS SECTION 1.1. Definitions. Unless the context shall clearly indicate some other meaning, all the words and terms used in this First Supplemental Bond Resolution which are defined in Article I of the Bond Resolution shall, for the purposes of this First Supplemental Bond Resolution, have the respective meanings given to them in the Bond Resolution. Unless the context shall clearly indicate some other meaning, the following terms shall, for all purposes of the Bond Resolution and of any certificate, resolution or other instrument amendatory thereof or supplemental thereto (including for all purposes of this First Supplemental Bond Resolution) and for all purposes of any opinion or instrument or other document therein mentioned, have the following meanings, with the following definitions to be equally applicable to both the singular and plural forms of such terms and vice versa: "Authority" shall mean the Virginia Resources Authority, a public body corporate and political subdivision of the Commonwealth of Virginia. "Authority'~ Trustee" shall mean United Virginia Bank, as TrUstee under '~he Indenture of Trust. "Bond Resolution" shall mean the resolution adopted by the Board on July 24, 1985 entitled, "RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CHESTERFIELD, VIRGINIA, AUTHORIZING THE ISSUANCE OF WATER AND SEWER REVENUE BONDS OF THE COUNTY OF CHESTERFIELD, VIRGINIA, AND PROVIDING FOR THE SECURITY OF THE HOLDERS THEREOF". "First Supplemental Bond Resolution" shall mean this First Supplemental Bond Resolution. "Indenture of Trust" shall mean the Indenture of Trust, dated as of August 1, 1985, by and between the Authority and the Authority's Trustee, substantially in the form attached hereto as Exhibit B. "Loan .Agreement" shall mean the Loan Agreement, dated as of August 1, 1985, by and between the Authority and the County, substantially in the form attached hereto as Exhibit C. "Refunded Bonds" shall mean the 1962 Sewer Bonds, the 1964 Sewer Bonds, the 1967 Sewer Bonds, the 1973 Sewer Bonds, the 1980 Sewer Bonds, the 1962 Water Bonds, the 1968 Water Bonds and the 1979 Water Bonds, being all bonds heretofore issued by the County for water and sewer purposes which are to be outstanding on the date of delivery of and payment for the 1985A Bonds. "Refunding Trust Agreements" shall mean the Refunding Trust Agreements, dated as of August 1, 1985, by and between the County and the Trustee, as Escrow Agent thereunder, substantially in the forms attached hereto as Exhibit D-1 (which form of Refunding Trust Agreement attached hereto as Exhibit D-1 provides for the refunding and defeasance of the 1962 Sewer Bonds, the 1964 Sewer Bonds, the 1967 Sewer Bonds, the 1973 Sewer Bonds, the 1962 Water Bonds and the 1968 Water Bonds) and Exhibit D-2 (which form of Refunding Trust Agreement attached hereto as Exhibit D-2 provides for the refunding and defeasance of the 1980 Sewer Bonds and the 1979 Water Bonds). I-1 "1985A Bonds" shall mean the Bonds authorized in Section 2.1 of this ~rst Supplemental Bond Resolution and issued under the Bond Resolution and this First Supplemental Bond Resolution at any time Outstanding. "1962 Sewer Bonds" shall mean the County s General Obligation Sewer Bonds, dated December 1, 1962, which are to be outstanding on the date of delivery of and payment for the 1985A Bonds in the principal amount of $1,200,000. "1964 Sewer Bonds" shall mean the County s General Obligation Sewer Bonds, dated March 1, 1964, which are to be outstanding on the date of delivery of and payment for the 1985A Bonds in the principal amount of $2,000,000. "1967 Sewer Bonds" shall mean the County s General Obligation Sewer Bonds, dated March 1, 1967, which are to be outstanding on the date of delivery of and payment for the 1985A Bonds in the principal amount of $5,650,000. "1973 Sewer Bonds" shall mean the County s General Obligation Sewer Bonds, dated August 1, 1973, which are to be outstanding on the date of delivery of and payment for the 1985A Bonds in the principal amount of $17,300,000. "1980 Sewer Bonds" shall mean the County s General Obligation Sewer Bonds, dated January 1, 1980, which are to be outstanding on the date of delivery of and payment for the 1985A Bonds in the principal amount of $3,750,000. "1962 Water Bonds" shall mean the County s Water Revenue Refunding Bonds, dated April 1, 1962, and Water Revenue Bonds, dated April 1, 1962, which are to be outstanding on the date of and payment for delivery of the 1985A Bonds in the principal amount of $805,000. "1968 Water Bonds" shall mean the County's Water Revenue Bonds, dated April 1, 1968, which are to be outstanding on the date of delivery of and payment for the 1985A Bonds in the principal amount of $750,000. "1979 Water Bonds" shall mean the County's Water Revenue Bonds, Series of 1979, dated March 1, 1979, which are to be outstanding on the date of delivery of the 1985A Bonds in the principal amount of $8,750,000. Unless the context shall clearly indicate otherwise or otherwise require (i) all references in this First Supplemental Bond Resolution to the Bond Resolution (without specifying in such references any particular article or section of the Bond Resolution shall be to the Bond Resolution as amended and supplemented; (ii) all references by number in this First Supplemental Bond Resolution to ~a particular article or section of the Bond Resolution shall be to the article or sections of that number of the Bond Resolution, and if such article or section shall have been amended or supplemented, to such article or section as so amended and supplemented; and (iii) all references by number in this First Supplemental Bond Resolution to a particular article or section of the First Supplemental Bond Resolution shall be only to the article or section of that number of this First Supplemental Bond Resolution. Whenever used in this First Supplemental Bond Resolution, the words "herein", "hereinbefore", "hereinafter", "hereof", "hereunder", and other words of similar import, refer to this First Supplemental Bond Resolution only and to this First Supplemental Bond Resolution as a whole and not to any particular article, section or subdivision hereof; and the words "therein", "thereinbefore", "thereof", "thereunder", and other words of I-2 similar import, refer to the Bond Resolution as a whole and not to any particular article, section or subdivision thereof. I-3 ARTICLE II AUTHORIZATION OF 1985A BONDS SECTION 2.1. Authorization of 1985A Bonds. (a) For the purposes of prov'{ding funds (i) for the deposit to the Capital Reserve Fund of the Authority held by the Authority's Trustee for credit to the Capital Reserve Subaccount of the County the amount of the Reserve Requirement for the 1985A Bonds in accordance with the provisions of the Indenture of Trust; (ii) for deposit to the Costs of Issuance Account held by the Authority's Trustee the amount of the the Costs of Issuance of the 1985A Bonds in accordance with the provisions of the Indenture of Trust; (iii) for deposit with the Escrow Agent under the RefundinG Trust Agreements the amounts determined by the Treasurer to be necessary to be deposited thereunder from the 1985A Bond proceeds to pay a portion of the cost of refunding and defeasing the Refunded Bonds; (iv) for deposit to the Construction Fund to the credit of the Construction Account therein the amount necessary to pay the Costs of Issuance of the 1985A Bonds payable out of the Construction Account in the Construction Fund in accordance with the provisions of the Bond Resolution; and (v) for deposit to the Construction Fund for credit to the Construction Account of a portion of the Costs of Construction of the 1985 Expansion, there are hereby authorized to be issued, and shall be issued, under and secured by the Bond Resolution, including this First Supplemental Bond Resolution, a Series of Bonds in the aggregate principal amount of Twenty Million Dollars ($20,000,000) to be designated "County of Chesterfield, Virginia, Water and Sewer Revenue Bonds, Series 1985A" (herein defined and referred to as the "1985A Bonds"). (b) The 1985A Bonds shall be dated August 1, 1985; shall be issued in fully registered form; shall be in the denomination of $5,000 or any integral multiple thereof; shall be numbered or lettered, or both, as shall be determined by the Trustee, which number or letters to have the letter "R" prefixed thereto. The 1985A Bonds shall be exchangeable for other 1985A Bonds in fully registered form, all as provided in Section 3.3 of the Bond Resolution. The 1985A Bonds may contain such variations, omissions and insertions as are incidental to such differences in their numbers, denomination and forms. (c) The 1985A Bonds shall bear interest from the date of their delivery to the Authority at the respective rates per annum set forth in the schedule below, payable on November 1, 1985 and semiannually on each November 1 and May 1 thereafter. The 1985A Bonds shall mature and become due and payable on November 1 in each of the years and in the principal amo6nts, and shall bear interest at the rates per annum, as follows: Year of Principal Amount Interest Maturity Maturing Rate 1989 $ 370,000 6.25% 1990 390,000 6.75 1991 415,000 7.00 1992 445,000 7.20 1993 480,000 7.40 1994 515,000 7.60 1995 555,000 7.80 1996 595,000 8.00 1997 645,000 8.20 1998 695,000 8.30 1999 755,000 8.40 2000 820,000 8.50 2003 2,900,000 8.75 2010 10,420,000 8.75 II-1 (d) In order to provide for the payment of the principal of and interest on the 1985A Bonds on each Principal Payment Date and on each Interest Payment Date during which the 1985A Bonds are held by or on behalf in the name of the Authority, the Trustee shall deliver to the Authority's Trustee on the fifth (5th) calendar day next preceding each such Principal Payment Date and each such Interest Payment Date, a check in next day funds, for the amount of the principal of and interest on the 1985A Bonds payable on such Principal Payment Date or such Interest Payment Date. (e) The Trustee is hereby appointed as the Registrar and the Paying Agent for the 1985A Bonds. SECTION 2.2. Provisions for Redemption of 1985A Bonds. (a) The 1985A Bonds maturing on or before November ~-i-~95 shall not be redeemable prior to their stated maturities. (b) (i) The 1985A Bonds maturing on November 1, 2003 shall be subject to mandatory sinking fund redemption from Sinking Fund Payments made in accordance with the pro- visions of the Bond Resolution and to payment at maturity on November 1 in each of the years and, in the principal amounts set forth below, at a redemption price equal to the principal amount redeemed, together with the interest ac- crued on such principal amount to the date fixed for redemption: Year Principal Amount 2001 $ 885,000 2002 965,000 2003 1,050,000 (ii) The 1985A Bonds maturing on November 1, 2010 shall be subject to mandatory sinking fund redemption from Sinking Fund Payments made in accordance with the provisions of the Bond Resolution and to payment at maturity on November 1 in each of the years and, in the principal amounts set forth below, at a redemption price equal to the principal amount redeemed, together with the interest accrued on such principal amount to the date fixed for redemption: Year Principal Amount 2004 $ 1,140,000 2005 1,240,000 2006 1,350,000 2007 1,470,000 2008 1,595,000 2009 1,735,000 2010 1,890,000 (c) The 1985A Bonds maturing on November 1, 1996 and thereafter (including 1985A Bonds maturing on November 1, 2003 and November 1, 2010), shall be subject to redemption prior to their stated maturities, at the option of the County, from moneys on deposit in the Redemption Fund created and established by the Bond Resolution or from other available moneys of the County, on and after November 1, 1995, as a whole at any time, or in part from time to time on any interest payment date in such order as the County may determine, at the respective redemption prices (expressed as a percentage of the principal amount to be redeemed) set forth below if such redemption is made from any moneys other than moneys required by subsection (b) of this Section 2.2, together with the interest accrued on such principal amount to the date fixed for redemption: II-2 Period During Which Redeemed (Both Dates Inclusive) Redemption Price November 1, 1995 through October 31, 1996 November 1, 1996 through October 31, 1997 November 1, 1997 through October 31, 1998 November 1, 1998 through October 31, 1999 November 1, 1999 through and thereafter 102% 101 1/2% 101% 100 1/2% 100% (d)(i) Notice of the redemption of any 1985A Bonds shall be given in accordance with the provisions of Section 6.5 of the Bond Resolution. (ii) If less than all the 1985A Bonds of a maturity are to be redeemed, the Bonds of such maturity to be redeemed shall be selected as provided in Section 6.4 of the Bond Resolution. (iii) Any redemption of 1985A Bonds shall have the effect as is provided in Section 6.6 of the Bond Resolution. SECTION 2.3. Sale of 1985A Bonds. The sale of the 1985A Bonds to the Authority for a purchase price of $19,547,900 be and is approved. SECTION 2.4. Execution and Forms of 1985A Bonds. (a) The 1985A Bonds shall be initially issued in typewritten form as provided in Section 3.8(a) of the Bond Resolution, with one 1985A Bond to be issued for each maturity set forth in Section 2.1 and registered in the name of the Authority or in such name as the Authority shall direct. At the request of the Authority, the 1985A Bonds as so initially issued may, in accordance with the provisions of Section 3.8(a) of the Bond Resolution, be issued in printed form in the denomination of $5,000 each or any integral multiple thereof. The 1985A Bonds shall be executed and authenticated in the manner and with the effect set forth in Section 3.10 of the Bond Resolution. The 1985A Bonds shall be issuable in the form, denominations and maturities specified in Section 2.1 of this First Supplemental Bond Resolution. (b) CUSIP identification numbers may be printed on the 1985A Bonds, but such numbers shall not be deemed to be a part of the 1985A Bonds or a part of the contract evidenced thereby and no liability shall hereafter attach to the County or any of the officers or agents thereof because of or on account of such CUSIP identification numbers. (c) The 1985A Bonds shall be in substantially the form set forth in Exhibit A attached hereto. SECTION 2.5. Approval of Form of Indenture of Trust and Terms, Conditions and ProVisions Thereof. The '~drm of the Indenture of Trust presented to the meeting of the Board at which this First Supplemental Bond Resolution is being adopted, a copy of which is attached to this First Supplemental Bond Resolution as Exhibit B, and the terms conditions and provisions thereof, to the extent the same pertain to the County and the 1985A Bonds authorized to be issued hereunder, includ'ing without limitation the provisions thereof with regard to the Capital Reserve Subaccount established therein in respect of the 1985A Bonds, be and are approved. SECTION 2.6. Approyal of Form of Loan Agreement and Terms, Conditions and Provisions Thereof; Execution and Delivery of Loan Agreement. The form of the Loan Agreement presented to the meeting of the Board at which this First Supplemental Bond Resolution is being adopted, a copy of which is attached to this First Supplemental Bond Resolution II-3 as Exhibit C, and the terms, conditions and provisions thereof, are hereby approved, ratified and confirmed by the Board, and the Chairman and the Clerk of the Board are hereby authorized and directed to execute and deliver to the Authority the Loan Agreement in such form, together with such changes as shall be approved by the Chairman and Clerk of the Board upon advice of counsel (including Bond Counsel), such approval to be conclusively evidenced by their execution thereof. SECTION 2.7. Approval of Forms of Refundin~ Trust ~reements and Terms, Conditions and Provisions Thereof; Execution and Delivery of Refunding Trust Agreement. The forms of the Refunding Trust Agreements presented to and filed with the minutes of the meeting of the Board at which this First Supplemental Bond Resolution is being adopted, a copies of which is attached to this First Supplemental Bond Resolution as Exhibit D-1 (which form of Refunding Trust Agreement attached hereto as Exhibit D-1 provides for the refunding and defeasance of the 1962 Sewer Bonds, the 1964 Sewer Bonds, the 1967 Sewer Bonds, the 1973 Sewer Bonds, the 1962 Water Bonds and the 1968 Water Bonds) and Exhibit D-2 (which form of Refunding Agreement attached hereto as Exhibit D-2 provides for the refunding and defeasance of the 1980 Sewer Bonds and the 1979 Water Bonds), and the terms, conditions and provisions thereof, are hereby approved, ratified and confirmed by the Board, and the Chairman and the Clerk of the Board are hereby authorized and directed to execute and deliver to the Escrow Agent the Refunding Trust Agreements in such form, together with such changes as shall be approved by the Chairman and the Clerk of the Board upon the advice of counsel (including Bond Counsel), such approval to be conclusively evidenced by their execution thereof. SECTION 2.8. Application of Proceeds of 1985A Bonds. (a) The net proceeds of sale of the 1985A Bonds ~-~ned in the Loan Agreement as the "Loan Amount"). (i) the amount of the Required Reserve with respect to the 1985A Bonds shall be deposited with the Authority's Trustee in the Capital Reserve Fund for credit to the Capital Reserve Subaccount of the County in accordance with the Indenture of Trust; and (ii) the amount of the Costs of Issuance of the 1985A Bonds shall be deposited with the Authority's Trustee in the Costs of Issuance Account in accordance with the Indenture of Trust. (b) The balance of the proceeds of sale of the 1985A Bonds, after the deposits and credits provided for in subsection (a) of this Section 2.8 shall have been made (defined in the Loan Agreement as the "Net Loan Amount") shall be applied as set forth below: (i) such amount as shall be determined by the Treasurer shall be deposited with the Trustee as Escrow Agent under the Refunding Trust Agreements and applied, together with other available moneys of the County so deposited thereunder, as provided therein; and (ii) the balance of the proceeds shall be deposited into the Construction Account in the Construction Fund. SECTION 2.9. Establishment and Replenishment of Capital Reserve Subaccount; Disposition of Capital Reserve Subaccount Upon Sale of 1985A Bonds By the Authority. In accordance with the provisions of Section 2.8(a)(i), the amount of the Required Reserve (as defined in' the Indenture of Trust) with respect to the 1985A Bonds is being deposited II-4 with the Authority's Trustee in the Capital Reserve Fund created and established by the Indenture of Trust for credit to the Capital Reserve Subaccount of the County. So long as the 1985A Bonds are held by or on behalf of the Authority, no Debt Service Reserve Requirement (as defined in the Bond Resolution) shall be required in respect of the 1985A Bonds and the amounts on deposit in the Debt Service Reserve Fund created and established under the Bond Resolution shall not be available to pay the principal of or interest on the 1985A Bonds. It is covenanted and agreed by the County that the Capital Reserve Subaccount has been established and created for the benefit of the 1985A Bonds only and shall not be available to pay the principal of and interest on any other Bonds issued under the Bond Resolution and further that the Capital Reserve Subaccount shall not be deemed to be included in and is hereby specifically excluded from the pledge effected by Section 5.1 of the Bond Resolution, so long as the 1985A Bonds are held by or on behalf of the Authority. It is hereby covenanted and agreed by the County that the amount of any deficiency in the Capital Reserve Subaccount from time to time shall be replenished in accordance with the provisions of the Loan Agreement and Section 5.4(b)(v)(b) of the Bond Resolution. In accordance with the provisions of the Indenture of Trust, upon any sale by the Authority's Trustee thereunder of the 1985A Bonds, the moneys then on deposit in the Capital Reserve Subaccount of the County shall be transferred to the Trustee and deposited in the Debt Service Reserve Fund and thereafter the payment of the principal of and interest on the 1985A Bonds shall be equally and ratably secured by the amounts on deposit in the Debt Service Reserve Fund, which shall be required to be maintained in an amount equal to the Debt Service Reserve Requirement for the 1985A Bonds and all other Bonds from time to time Outstanding under the Resolution. SECTION 2.10. Investment of Funds and Accounts Under Bond Resolution. In accordance with Section 5.11(c)(i) of the Bond Resolution, it is hereby provided that all income or interest earned and gains realized in excess of losses suffered by a Fund or Account held by the Trustee under the Bond Resolution due to the investment thereof (i) shall be deposited in the Construction Fund for credit to the Construction Account therein up to the date the Certificate referred to in Section 4.3(b) of the Bond Resolution with regard to the 1985 Expansion shall be delivered and (ii) thereafter shall be deposited in the Revenue Fund as Revenues of the System. II-5 ARTICLE III MISCELLANEOUS SECTION 3.1. First Supplemental Bond Resolution is a "Supplemental Resolution" Under the Bond Resolution; 1985A Bonds Are "Bonds" Under the Bond Resolution. (a) ~his First Supplemental Bond Resolution is entered into pursuant to Section .2.4 and Article VIII of the Bond Resolution. This First Supplemental Bond Resolution (1) supplements the Bond Resolution; (2) is hereby found, determined and declared to constitute and to be a "Supplemental Resolution" within the meaning of the quoted words as defined and used in the Bond Resolution; and (3) is issued pursuant to and under the authority of the Bond Resolution. (b) The 1985A Bonds are hereby found, determined and declared to constitute and to be "Bonds" within the meaning of the quoted words as defined and used in the Bond Resolution. The 1985A Bonds shall be entitled to the benefits, security and protection of the Bond Resolution, equally and proportionately with any other Bonds hereafter issued thereunder; shall be payable from the Revenues on a parity with all Bonds hereafter issued under the Bond Resolution; shall rank ~ari .as~ with all Bonds hereafter issued under the Bond Resoiutlon; and shall be equally and ratably secured with all Bonds hereafter issued under the Bond Resolution by a prior and paramount lien and charge on the Revenues, without priority or distinction by reason of series, number, date, date of sale, date of issuance, date of execution and authentication or date of delivery; all as is more fully set forth in the Bond Resolution. SECTION 3.2. Publication of Legal Notice of Adoption of the Bond Resolution and the First Supplemental Bond Resolution. The County Attorney be and hereby is authorized and directed to file a copies of the Bond Resolution and this First Supplemental Bond Resolution certified by the Clerk of the Board to be true and correct copies thereof, with the Circuit Court of the County of Chesterfield, Virginia, and such Clerk of the Board be and hereby is authorized and directed to publish once within ten (10) days of the date of such filing a notice of adoption of the Bond Resolution and this First Supplemental Bond Resolution in the Richmond News-Leader, a newspaper of general circulation in the County, all in accordance with Section 15.1-199 of the Code of Virginia 1950, as amended. Such notice shall be in substantially the following form: "LEGAL NOTICE Notice is hereby given pursuant to Section 15.1-199 of the Code of Virginia 1950, as amended, that the Board of Supervisors of the County of Chesterfield, Virginia, adopted on July 24, 1985 a Bond Resolution and a First Supplemental Bond Resolution authorizing the issuance of $20,000,000 principal amount of Water and Sewer Revenue Bonds, Series 1985A, of such County, for the purpose of providing funds which, together with other available moneys of the County, shall be sufficient to provide for the refunding and defeasance all general obligation sewer bonds and water revenue bonds of the County to be outstanding on the date of the delivery of such Series 1985 Bonds and to pay a portion of the costs of extensions, additions and capital improvements to, or the renewal and replacement of capital assets of, or installinG new equipment for the County's Water and Sewer System, such Series 1985A Bonds and all subsequent series of bonds to be issued under such Bond Resolution, to be payable solely from, and secured equally and ratably by a lien and charge on, the Revenues derived from the operation of such Water and Sewer System by the III-1 County, subject to the prior payment from such Revenues of the Operating Expenses of Water and Sewer System. COUNTY OF CHESTERFIELD, VIRGINIA By: Clerk of the Board of S uperv isors" SECTION 3.3. Effect of Article and Section Headings and Table of Contents. The headings or titles of articles and sections hereof, and any table of contents appended hereto or copies hereof, shall be for convenience of reference only and shall not affect the meaning or construction, interpretation or effect of this First Supplemental Bond Resolution. SECTION 3.4. Effectiveness of This First Supplemental Bond Resolution. This First Supplemental Bond Resolution shall be effective from and after the adoption hereof by the Board. III-2 1.3(b) REFUNDING TRUST AGREEMENT NO. 2 This Refunding Trust Agreement (the "Agreement") dated as of August 1, 1985, between the County of Chesterfield, Virginia (the "County"), and Bank of Virginia Trust Company, Richmond, Virginia, as escrow agent (hereinafter referred to as the "Escrow Agent"), W I T N E S S E T H: %~HEREAS, the County, has heretofore issued $5,000,000 aggregate principal amount of its General Obligation Sewer Bonds, dated January 1, 1980 (the "1980 Sewer Bonds"), maturing on January 1 in each of the years 1981 to 2000, both inclusive, and bearing interest payable semiannually on January 1 and July 1 of each year, of which $3,750,000 principal amount are currently outstanding; WHEREAS, the County has heretofore issued $9,000,000 aggregate principal amount of ~'~ater Revenue Bonds, Series of 1979, dated March 1, 1979 (the "1979 Water Bonds"), maturing on April 1 in each of the years 1980 to 2004, both inclusive, and bearing interest payable semiannually on April 1 and October 1 of each year, of which $8,750,000 principal amount are currently outstanding~ and WHEREAS, concurrently with the execution hereof, the County is issuing its %'~ater and Sewer Revenue Bonds, Series 1985A (the "1985A Bonds"), a portion of the proceeds of which, together with other available moneys of the · County, will be used for the purpose of refunding and defeasing the 1980 Sewer Bonds and the 1979 Water Bonds (the "Refunded Bonds") pursuant to resolutions adopted by the Board on July 24, 1985 (collectively, the "Bond Resolution" ); Now, therefore, in consideration of the foregoing and of the mutual covenants herein set forth, the County and the Escrow Agent agree as follows: SECTION 1. pledge of 1985A Bond Proceeds and Other Available Moneys. To provide for the payment of the principal of the Refunded Bonds, plus interest on such principal to the due dates thereof, the County hereby irrevocably deposits with the Escrow Agent, to be held by the Escrow Agent on behalf of the Paying Agents for the Refunded Bonds and in trust for the benefit of the holders of the Refunded Bonds, and irrevocably appropriates and sets aside exclusively for the payment of the Refunded Bonds, subject to the terms and conditions hereinafter set forth, the amount of $10,835,823.94 derived from the proceeds of sale of the 1985A Bonds and other available moneys of the County, being an amount which the County and the Escrow Agent agree is sufficieht to purchase the Government Securities (as hereinafter defined). Such amount shall be deposited by the Escrow Agent in the 1985A Refunding Trust Fund No. 2 hereinafter referred to and invested and applied in the manner and for the purpose hereinafter set forth. The Escrow Agent acknowledges receipt of the foregoing amounts. SECTION 2. Establishment of Trust Fund; Deposit of Government Securities. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated the "County of Chesterfield, Virginia, 1985A Refunding Trust Fund No. 2" (the "1985A Refunding Trust Fund No. 2") to be held in the custody of the Escrow Agent as a trust fund separate and apart from all other funds of the County or of the Escrow Agent, for the benefit of the holders of the Refunded Bonds. All moneys and Government Securities set aside and held in trust in the 1985A Refunding Trust Fund No. 2 shall be applied to and used solely for the payment of the Refunded Bonds (including interest thereon). SECTION 3. Purchase of Government Securities. (a) The County hereby directs the Escrow Agent to purchase on the date of this Agreement, with $10,789,299.06 of the amount held in the 1985A Refunding Trust Fund No. 2, special direct obligations of the United States of America, United States Treasury Obligations--State and Local Government Series, as set forth in Exhibit I hereto and such other obligations as are set forth in Exhibit' I hereto. The securities described in Exhibit I hereto are herein referred to as the "Government Securities". (b) The County and the Escrow Agent hereby acknowledge receipt from Peat, Marwick, Mitchell & Co. 'of a certification that the Government Securities mature as to principal and interest (without regard to any reinvestment of investment earnings on such Government Securities) in such amounts and at such times as will assure, together with any moneys held in the 1985A Refunding Trust Fund No. 2, the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, to wit: (1) to make payment when due of the principal of and interest on the 1980 Sewer Bonds through January 1, 2000; and (2) to make payment when due of the principal of and interest on the 1979 Water Bonds through April 1, 2004. (c) The County and the Escrow Agent hereby agree that in reliance upon the certification provided by Peat, Marwick, Mitchell & Co., pursuant to Section 3(b) hereof, the Government Securities mature as to principal and interest (without regard to any reinvestment of investment earnings on such Goverru~ent Securities) in such amounts and at such times as will assure, together with any moneys held in the 1985A Refunding Trust Fund No. 2, the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, to wit: (1) to make payment when due of the principal of and interest on the 1980 Sewer Bonds through January 1, 2000; and (2) to make payment when due of the principal of and interest on the 1979 Water Bonds through April 1, 2004. SECTION 4. Substitution of Government Securities. Moneys deposited with the Escrow Agent as described in Section 1 hereof, and used to purchase the Government Securities, may, at the written direction of the County, be reinvested in direct obligations of, or obligations the principal of and interest on which are guaranteed by the United States of America, or obligations of any agency or instrumentality of the United States of America (the "Substitute Government Securities"), maturing as to principal and interest in such amounts and at such times as will assure the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, all as set forth in Section 3 hereof; provided, however, that concurrently with such written direction, the County shall provide the Trustee with (a) a certification of an independent certified public accountant that such reinvestment complies with this Agreement, setting forth in reasonable detail the calculations underlying such certifi- cation and (b) an unqualified opinion of nationally recognized bond counsel to the effect that such reinvestment (1) will not cause any 1985A Bond to be subjected to treat- ment as an "arbitrage boad", as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations adopted under such Section 103(c), as each is then in effect, and (2) is otherwise in compliance with this Agreement. Any reinvestment authorized by this Section 4 shall be accomplished by sale, transfer, request for redemption or other disposition of all or a portion of the Government Securities then held in the 1985A Refunding Trust Fund No. 2 with the proceeds thereof being applied simul- taneously to the purchase of Substitute Government Securities, all as specif'ied in the written direction of the the County. SECTION 5. Evidence of Transactions; Annual Report. (a) The Escrow Agent shall deliver to the Treasurer of the County a copy of the document(s) evidencing each transaction relating to the 1985A Refunding Trust Fund No. 1 as promptly as possible after each transaction Occurs. (b) On or before August 1 of each year, the Escrow Agent shall deliver to such Treasurer a report of the financial condition of the 1985A Refunding Trust Fund No. 2 as of June 30 of that year and an operating statement for the 1985A Refunding Trust Fund No. 2 for the year ended June 30 of such year. SECTION 6. Payment of Principal and Interest on Refunded Bonds. On the respective interest payment dates and principal maturity dates for the Refunded Bonds, the Escrow Agent shall transfer to the Paying Agents for the Refunded Bonds, sufficient moneys from the matured principal of and interest on the Government Securities held in the 1985A Refunding Trust Fund No. 2, or other moneys or Substitute Government Securities held in such Fund, for the payment of the principal of and interest on the Refunded Bonds becoming due on such respective dates. The Paying Agents for the Refunded Bonds are as follows: Issue 1980 Sewer Bonds 1979 Water Bonds Paying Agent(s) Central Fidelity Bank Bankers Trust Company Central Fidelity Bank Manufacturers Hanover Trust Compa ny SECTION 7. Irrevocable Deposit; Express Lien. Subject to the terms hereof and except as otherwise provided herein, the deposit of the moneys, Government Securities and any Substitute Government Securities in the 1985A Refunding Trust Fund No. 2 shall constitute an irrevocable deposit in trust solely for the payment of the Refunded Bonds (including interest thereon) pursuant to the terms of the Bond Resolution and this Agreement. The holders of the Refunded Bonds and the coupons appurtenant thereto shall have an express lien on the principal of and interest on the Government Securities, and on any moneys or Substitute Government Securities on deposit in the 1985A Refunding Trust Fund No. 2, until the proceeds thereof are paid out, used or applied in accordance with this Agreement. SECTION 8. Notices. The Escrow Agent shall without further authorization or direction cause notice of the issuance of the Refunding Bonds to be published in substantially the form attached hereto as Exhibit II two (2) times each, with an interval of not less than seven (7) days between publications, in a newspaper having a general circulation in the County and in a newspaper printed in the English language and customarily published on each business day and having a general circulation in New York, New York, as soon as practicable after the delivery of the 1985A Bonds. The notices required to be published in accordance with this Section 8 may be combined with and published in conjunction with the notices required to be published under the Refunding Trust Agreement being entered into by the County and the Escrow Agent contemporaneously herewith relating to the 1985A Refunding Trust No. 1, which is being established with a portion of the proceeds of the 1985A Bonds and other available moneys of the County to provide for the refunding of the County's 1962 Sewer Bonds, 1964 Sewer Bonds, 1967 Sewer Bonds, 1973 Sewer Bonds, 1962 Water Bonds and 1968 ~;ater Bonds as defined therein. SECTION 9. Liability of Trustee. The liability of the Escrow Agent to make the payments required by this Agreement with respect to the Refunded Bonds shall be limited to the funds deposited with it hereunder and the Government Securities and any Substitute Government Securities. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the provisions hereof. In the event of the Escrow Agent's failure to account for any of the Government Securities, Substitute Government Securities or funds received by it, such Government Securities, Substitute Government Securities or funds shall be and remain the property of the County in trust for the holders of the Refunded Bonds and the interest coupons appurtenant thereto, if any, as herein provided, and if for any reason such Government Securities, Substitute Government Securities and funds cannot be identified, the assets of the Escrow Agent shall be impressed with a trust for the amount thereof and, to the fullest extent permitted by law, the County shall be entitled to a preferred claim upon such assets until identification of such Government Securities, Substitute Government Securities and funds is made. SECTION 10. Termination; Refunded Bonds and Coupons Not.Presented for Payment; Income from Government Securities or Substitute Government Securities. This Agreement shall terminate when all Refunded Bonds have been presented for payment when the principal thereof shall -6- become due and all coupons appurtenant thereto becoming due on or prior to the date on which such bonds have been presented for payment at the due date thereof, and in each case discharged; provided, however, that if any Refunded Bond or any coupon appurtenant thereto shall not be so presented, the moneys held by the Escrow Agent therefor in the 1985A Refunding Trust Fund No. 2 shall after five (5) years after the due date thereof, at the written request of the County, be paid to the County, and this Agreement shall terminate on the date on which all payments pursuant to this provision shall have been made, and thereupon the holders of such Refunded Bonds and coupons shall thereafter be entitled to look only to the County for payment thereof. Ail income from all Government Securities and Substitute Government Securities in the hands of the Escrow Agent pursuant to this Agreement which is not required for the payment of the Refunded Bonds and interest thereon, shall be paid to the County by the Escrow Agent, without further authorization or direction, on June 30 of each year or as soon thereafter as the amount of such income earned in the fiscal year ending such June 30 is determined. SECTION 11. Fees of Escrow. (a) The County shall pay all necessary and proper fees, compensation and expenses of the Escrow Agent and any Paying Agent pertaining to the Refunded Bonds, including, without limitation, reasonable compensation for all services rendered in the execution, exercise and performance of any of the duties to be exercised or performed pursuant to the provisions of this Agreement, and all expenses, disbursements and advances incurred in accordance with any provisions of this Agreement (including the reasonable compensation and expenses and disbursements of counsel not regularly in the employ thereof) . (b) To the extent not paid out of the proceeds of sale of the Refunding Bonds, the CoUnty will pay the amounts described in Section ll(a) when billed. (c) The Escrow Agent acknowledges that the above- specified provisions for payment are satisfactory to it. SECTION 12. Duties of Escrow Agent; Evidence Upon Which Escrow Agent May Act; Replacement o21 Escrow Agent. (a) The Escrow Agent agrees to perform all the duties and obligations imposed upon it by this Agreement as well as those provisions of the Bond Resolution applicable to the performance of this Agreement. The Escrow Agent acknowledges receipt of certified copies of the Bond Resolution. (b) Subject to the provisions of Section 12(a), the Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein, upon any certificate, rep. orr, consent, notice, appointment or other direction made or given by the County to the Escrow Agent which shall be deemed to have been sufficiently made or given by the proper party or parties if executed on behalf of the County by an Authorized Officer of the County as defined in the Bond Resolution. (c) If the Escrow Agent shall cease to be eligible to act as Escrow Agent hereunder or shall resign as Escrow Agent hereunder and if requested by the County, such Escrow Agent shall execute such agreements, assignments and other documents as shall be necessary to vest in a successor escrow agent all the title, rights, duties and obligations of such bank under this Agreement and in the Government Securities, Substitute Government Securities and other funds deposited or to be deposited or received by the Escrow Agent under this Agreement. Upon acceptance by such successor escrow agent of the trusts created hereunder, all further title, rights, duties and obligations of the Escrow Agent under this Agreement shall cease and determine and be discharged, except for rights or liabilities theretofore accrued to or by the County or the Escrow Agent. SECTION 13. Incorporation by Reference. The applicable and necessary provisions of the Bond Resolution are incorporated herein by reference. SECTION 14. Arbitrage Covenant.. Any other provision of this Agreement to the contrary notwithstanding, the County hereby covenants that it will not use, or permit the use of, any proceeds of the Refunded Bonds or the 1985A Bonds, or of moneys or funds held by the Escrow Agent under this Agreement that may be deemed to be the proceeds of the ' Refunded Bonds or the 1985A Bonds pursuant to Section 103 of the Internal Revenue Code of 1954, as amended, and regulations adopted under such Section 103, as each is then in effect, in a manner that would cause any of the Refunded Bonds or the 1985A Bonds to be subjected to treatment under such Section 103 as an "arbitrage bond", and to that end the County shall comply with applicable regulations adopted under such Section 103. SECTION 15. Benefit of Agreement; 'Amendments. This Agreement is made for the benefit of the County and the holders from time to time of the Refunded Bonds and the coupons appurtenant thereto except as otherwise expressly provided herein. This Agreement shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the County and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Agent for the benefit of such holders any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of counsel of recognized standing in the field of law relating to municipal bonds with respect to compliance with this Section 15, including (i) the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, the Refunding Bonds and the coupons appurtenant thereto, and (ii) the extent, if any, to which any instrument executed hereunder complies with the conditions and provisions of this Section 15. SECTION 16. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Agreement and the invalidity thereof shall in no way affect the validity of other provisions of this Agreement or of the Refunded Bonds, or the coupons appurtenant thereto or of the 1985A Bonds and the holders of the Refunded Bonds and the coupons appurtenant thereto and of the 1985A Bonds shall retain all the rights and benefits accorded them hereunder and under applicable provisions of law. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. ¢ ( SECTION 17. Law and Place of Enforcement of this Agreement. This Agreement shall"be construe~ and interpreted in accordance with the laws of the Commonwealth of Virginia and any suits and actions arising out of this Agreement shall be instituted in a court of competent jurisdiction in such Commonwealth. SECTION 18. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 19. Section Headings.. The headings of the several Sections hereof'~h~il be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Agreement. IN WITNESS WHEREOF, the parties have each caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. Attest: (SEAL C l~a rd - of Supervisors ATTEST: COUNTY OF CHESTERFIELD, VIRGINIA Boar~ of Supervi~ BANK OF VIRGINIA TRUST COMPANY, as Escrow Agent · i-t~e-?i ...... SEAL) ¢ (. EXHIBIT I GOVERNMEN~ SECURITIES United States Treasury Certificates of Indebtedness - State and Local Government Series: Principal Interest Issue Maturity Amount Rate Date Date $144,800 6.15% 3,900 6.15 259,200 6.46 August 15, 1985 August 15, 1985 August 15, 1985 October 1, 1985 April 1, 1986 January 1, 1986 United States Treasury Notes -- State and Local Government Series: Principal Interest Issue Maturity Amount Rate Date Date $111,600 6.15 % 232,000 6.15 253,000 6.15 274,100 6.15 245,800 6.12 48,900 6.025 320,000 6.025 204,900 6.01 139,500 8.88 225,300 6.46 224,900 6.46 224,500 6.46 223,600 6.46 222,900 6.46 221,800 6.46 220,500 6.46 219,000 6.46 217,300 6.46 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 April 1, 1989 April 1, 1990 April 1, 1991 April 1~, 1992 April 1, 1993 April 1, 1993 April 1, 1994 April 1, 1995 April 1, 1995 January 1, 1987 January 1, 1988 January 1, 1989 January 1, 1990 January 1, 1991 January 1, 1992 January 1, 1993 January 1, 1994 January 1, 1995 United States Treasury Bonds -- State and Local Government Series: Principal Interest Issue Maturity Amount Rate Date Date $377,400 8.88% 412,000 8.88 457,700 8.88 504,800 8.88 553,700 8.88 613,800 8.88 671,300 8.88 740,400 8.88 29,400 8.88 71,500 6.46 250,100 6.46 250,000 6.46 Au¢iust 15, 1985 Au¢~ust 15, 1985 Au¢'ust 15, 1985 Aucust 15, 1985 Aucust 15, 1985 Aucust 15, 1985 Aucust 15, 1985 Aucust 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 August 15, 1985 April 1, 1996 April 1, 1997 April 1, 1998 April 1 , 1999 April 1, 2000 April 1, 2001 April 1, 2002 April 1, 2003 April 1, 2004 January 1, 1998 January 1, 1999 January 1, 2000 Purchases: Principal Amount $684,000 783,000 United States Treasury Bonds - Open Market Interest Maturity Rate Date 11.50 % 11.875 November 15, 1995 November 15, 2003 EXHIBIT II NOTICE,,, OF ISSUANCE OF REFUNDING BONDS County of Chesterfield, Virginia, General Obligation Sewer Bonds, dated January 1, 1980; Water Revenue Bonds, Series of 1979, dated March 1, 1979 NOTICE IS HEREBY GIVEN that the County of Chesterfield, Virginia (the "County") on August 15, 1985 issued its Water and Sewer Revenue Bonds, Series 1985A (the "Series 1985A Bonds"), in the principal amount of $20,000,000 for the purpose, among other things, of refunding the captioned bonds in advance of their respective maturities. A portion of the proceeds of the Series 1985A Bonds, together with other available moneys of the County, have been deposited with Bank of Virginia Trust Company, Richmond, Virginia, as Escrow Agent (the "Escrow Agent"), to be held in trust and have been invested in certain direct obligations of the United States of America and certain other obligations, all as set forth in a Refunding Trust Agreement dated as of August 1, 1985 between the County and the Escrow Agent. The portion of the proceeds of the Series 1985A Bonds and other available moneys of the County so deposited with the Escrow Agent under such Refunding Trust Agreement are in such principal amount and invested in such obligations as will assure sufficient money for the payment of principal of and interest on the captioned bonds through the respective due dates thereof. Dated: August 15, 1985 BANK OF VIRGINIA TRUST COMPANY, AS ESCROW AGENT FOR THE COUNTY OF CHESTERFIELD, VIRGINIA 1.3(a) REFUNDING TRUST AGREEMENT NO. 1 This Refunding Trust Agreement (the "Agreement") dated as of August 1, 1985, between the County of Chesterfield, Virginia (the "County"), and Bank of Virginia Trust Company, Richmond, Virginia, as escrow agent (herein- after referred to as the "Escrow Agent"), W I T N E S S E T H: WHEREAS, the County has heretofore issued $4,000,000 aggregate principal amount of its General Obligation Sewer Bonds, dated December 1, 1962 (the "1962 Sewer Bonds"), maturing on December 1 in each of the years 1965 to 1989, both inclusive, and bearing interest payable semiannually on June 1 and December 1 of each year, of which $1,200,000 principal amount are currently outstanding; WHEREAS, the County has heretofore issued $5,000,000 aggregate principal amount of its General Obligation Sewer Bonds, dated March 1, 1964 (the "1964 Sewer Bonds"), maturing on March 1 in each of the years 1967 to 1991, both inclusive, and bearing interest payable semiannually on March 1 and September 1 of each year, of which $2,000,000 principal amount are currently outstanding; WHEREAS, the County has heretofore issued $8,500,000 aggregate principal amount of its General Obligation Sewer Bonds, dated March 1, 1967 (the "1967 Sewer Bonds"), maturing on March 1 in the years 1969 to 1995, both inclusive, and bearing interest payable semiannually on March 1 and September 1 of each year, of which $5,650,000 principal amount are currently outstanding; WHEREAS, the County has heretofore issued $18,000,000 aggregate principal amount of its General Obligation Sewer Bonds, dated August 1, 1973 (the "1973 Sewer Bonds"), maturing on August 1 in each of the years 1979 to 1996, both inclusive, and bearing interest payable semiannually on February 1 and August 1 of each year, of which $17,300,000 principal amount are currently outstanding; WHEREAS, the County has heretofore 'issued $3,820,000 aggregate principal amount of its Water Revenue Refunding Bonds and Water Revenue Bonds, dated April 1, 1962 (the "1962 Water Bonds"), maturing on April 1 in each of the years 1963 to 1989, both inclusive, and bearing interest payable semiannually on April 1 and October 1 of each year, of which $805,000 principal amount are currently outstanding; WHEREAS, the County, has heretofore issued $4,000,000 aggregate principal amount of its Water Revenue Bonds, dated April 1, 1968 (the "1968 Water Bonds"), maturing on April 1 in ~ach of the years 1970 to 1988, both inclusive, and bearing interest payable semiannually on April 1 and October 1 of each year, of which $750,000 principal amount are currently outstanding; and WHEREAS, concurrently with the execution hereof, the County is issuing its Water and Sewer Revenue Bonds, Series 1985A (the "1985A Bonds"), a portion of the proceeds of which, together with other available moneys of the County, will be used for the purpose of refunding and defeasing the 1962 Sewer Bonds, the 1964 Sewer Bonds, the 1967 Sewer Bonds, the 1973 Sewer Bonds, the 1962 Water Bonds and the 1968 Water Bonds (the "Refunded Bonds") pursuant to resolutions adopted by the Board on July 24, 1985 (collectively, the "Bond Resolution"); Now, therefore, in consideration of the foregoing and of the mutual covenants .herein set forth, the County and the Escrow Agent agree as follows: SECTION 1. pledge of 1985A Bond Proceeds and Other Available Moneys. To provide for"the payment of the principal of the Refunded Bonds, plus interest on such principal to the due dates thereof, the County hereby irrevocably deposits with the Escrow Agent, to be held by the Escrow Agent on behalf of the Paying Agents for the Refunded Bonds and in trust for the benefit of the holders of the Refunded Bonds, and irrevocably appropriates and sets aside exclusively for the payment of the Refunded Bonds, subject to the terms and conditions hereinafter set forth, the amount of. $20,8?0,283.54 derived from the proceeds of sale of the 1985A Bonds and other available moneys of the County, being an amount which the County and the Escrow Agent agree is sufficient to purchase the Government Securities (as hereinafter defined). Such amount shall be deposited by the Escrow Agent in the 1985A Refunding Trust Fund No. 1 hereinafter referred to and invested and aDplied in the manner and for the purDose hereinafter set forth. The Escrow Agent acknowledges receipt of the foregoing amounts. SECTION 2. Establishment of Trus~ Fund; Deposit of Government Securities. There is hereby created and' established with the Escrow Agent a special and irrevocable trust fund designated the "County of Chesterfield, Virginia, 1985A Refunding Trust Fund No. 1" (the "1985A Refunding Trust Fund No. 1") to be held in the custody of the Escrow Agent as a trust fund separate and apart from all other funds of the County or of the Escrow Agent, for the benefit of the holders of the Refunded Bonds. All moneys and GoverNment Securities set aside and held in trust in the 1985A Refunding Trust Fun~d No. 1 shall be applied to and used solely for the payment of the Refunded Bonds (including interest thereon). SECTION 3. Purchase of Government Securities. (a) The County hereby directs the Escrow Agent to purchase on the date of this Agreement, with $20,862,068.10 of the amount held in the 1985A Refunding Trust Fund No. 1, certain direct obligations of the United States of America, as set forth in Exhibit I hereto. The securities described in Exhibit I hereto are herein referred to as the "Government Securities". (b) The County and the Escrow Agent hereby acknowledge receipt from Peat, Marwick, Mitchell & Co. of a certification that the Government Securities mature as to principal and interest (without regard to any reinvestment of investment earnings on such Government Securities) in such amounts and at such times as will assure, together with any moneys held in the 1985A Refunding Trust Fund No. 1, the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, to wit: (1) to make payment when due of the principal of and interest on the 1962 Sewer Bonds through December 1, 1989; (2) to make payment when due of the principal of and interest on the 1964 Sewer Bonds through March 1, 1991; (3) to make payment when due of the principal of and interest on the 1967 Sewer Bonds through March 1, 1995; (4) to make payment when due of the principal of and interest on the 1973 Sewer Bonds through August 1, 1996; (5) to make payment when due of the principal of and interest on the 1962 Water Bonds through April 1, 1989; and (6) to make payment when due of the principal of and interest on the 1968 ¥~ater Bonds through April 1, 1988. (c) The County and the Escrow Agent hereby agree that in reliance upon the certification provided by Peat, Marwick, Mitchell & Co., pursuant to Section 3(b) hereof, the Government Securities mature as to principal and interest (without regard to any reinvestment of investment earnings on such Government Securities) in such amounts and at such times as will assure, together with any moneys held in the 1985A Refunding Trust Fund No. 1, the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, to wit: (1) to make payment when due of the principal of and interest on the 1962 Sewer Bonds through December 1, 1989; (2) to make payment when due of the principal of and interest on the 1964 Sewer Bonds through March 1, 1991; (3) to make payment when due of the principal of and interest on the 1967 Sewer Bonds through March 1, 1995; (4) to make payment when due of the principal of and interest on the 1973 Sewer Bonds through August 1, 1996; (5) to make payment when due of the principal of and interest on the 1962 %~ater.Bonds through April 1, 1989; and (6) to make payment when due of the principal of and interest on the 1968 Water Bonds through April 1, 1988. SECTION 4. Substitution of Government Securities. Moneys deposited with the Escrow Agent as described in Section 1 hereof, and used to purchase the Government Securities, may, at the written direction of the County, be reinvested in direct obligations of, or obligations the principal of and interest on which are guaranteed by the United States of America, or obligations of any agency or instrumentality of the United States of America (the "Substitute Goverr~ment Securities"), maturing as to principal and interest in such amounts and at such times as will assure the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, all as set forth in Section 3 hereof; provided, however, that concurrently with such written direction, the County shall provide the Trustee with (a) a certification of an independent certified public accountant that such reinvestment complies with this Agreement, setting forth in reasonable detail the calculations underlying such certification and (b) an unqualified opinion of nationally recognized bond counsel to the effect that such reinvestment (1) will not cause any 1985A Bond to be subjected to treatment as an "arbitrage bond", as defined in Section 103(c) of the Internal Revenue Code of 1954, as 'amended, and the regulations adopted under such Section 103(c), as each is then in effect, and (2) is otherwise in compliance with this Agreement. Any reinvestment authorized by this Section 4 shall be accomplished by sale, transfer, request for redemption or other dispoSition of all or a portion of the Government Securities then held in the 1985A Refunding Trust Fund No. 1 with the proceeds thereof being applied simultaneously to the purchase of Substitute Government Securities, all as specified in the written direction of the the County. SECTION 5. Evidence of Transactions; Annual Report. (a) The Escrow Agent shall deliver to the Treasurer of the County a copy of the document(s) evidencing each transaction relating to the 1985A Refunding Trust Fund No. 1 as promptly as possible after each transaction occ uts. (b) On or before August 1 of each year, the Escrow Agent shall deliver to such Treasurer a report of the financial condition of the 1985A Refunding .Trust Fund No. 1 as of June 30 of that year and an operating statement for the 1985A Refunding Trust Fund No. 1 for the year ended June 30 of such year. SECTION 6. Payment of Principal and Interest on Refunded Bonds. On the respective interest payment dates and principal maturity dates for the Refunded Bonds, the Escrow Agent shall transfer to the Paying Agents for the Refunded Bonds, sufficient moneys from the matured principal of and interest on the Government Securities held in the 1985A Refunding Trust Fund No. 1, or other moneys or Substitute Government Securities held in such Fund, for the -payment of the principal of and interest on the Refunded Bonds becoming due on such respective dates. The Paying Agents for the Refunded Bonds are as follows: Issue 1962 Sewer Bonds 1964 Sewer Bonds 1967 Sewer Bonds 1973 Sewer Bonds Paying Agent(s) United Virginia Bank Bankers Trust Company United Virginia Bank Bankers Trust Company Central Fidelity Bank The Chase Manhattan Bank (National Association) Central Fidelity Bank The Chase Manhattan Bank (National Association) Issue Paying A~ent(s.) 1962 Water Bonds Central Fidelity Bank The Chase Manhattan Bank (National Association) 1968 Water Bonds Central Fidelity Bank The Chase Manhattan Bank (National Association) SECTION 7. Irrevocable Deposit; Express Lien. Subject to the terms hereof and except as otherwise provided herein, the deposit of the moneys, Government Securities and any Substitute Government Securities in the 1985A Refunding Trust Fund No. 1 shall constitute an irrevocable deposit in trust solely for the payment of the Refunded Bonds (including interest thereon) pursuant to the terms of the Bond Resolution and this Agreement. The holders of the Refunded Bonds and the coupons appurtenant thereto shall have an express lien on the principal of and interest on the Government Securities, and on any moneys or Substitute Government Securities on deposit in the 1985A Refunding Trust Fund No. 1, until the proceeds thereof are paid out, used or applied in accordance with this Agreement. SECTION 8. Notices. The Escrow Agent shall without further authorization or direction cause notice of the issuance of the Refunding Bonds to be published in substantially the form attached hereto as Exhibit II two (2) times each, with an interval of not less than seven (7) days between publications, in a newspaper having a general circulation in the County and in a newspaper printed in the English language and customarily published on each business day and having a general circulation in New York, New York, as soon as practicable after the delivery of the 1985A Bonds. The notices required to be published in accordance with this Section 8 may be combined with and published in conjunction with the notices required to be published under the Refunding Trust Agreement being entered into by the County and the Escrow Agent contemporaneously herewith relating to the 1985A Refunding Trust No. 2, which is being established with a portion of the proceeds of the 1985A Bonds and other available moneys of the County to provide for the' refunding of the County's 1980 Sewer Bonds and 1979 Water Bonds as defined therein. SECTION 9. Liability of Trustee. The liability of the Escrow Agent to make the payments require-d by this Agreement with respect to the Refunded Bonds shall be limited to the funds deposited with it hereunder and the Government Securities and any Substitute Government Securities.- The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the provisions hereof. In the event of the Escrow Agent's failure to account for any of the Government Securities, Substitute Government Securities or-funds received by it, such Government Securities, Substitute Government Securities or funds shall be and remain the property of the County in trust for the holders of the Refunded Bonds and the interest coupons appurtenant thereto, if any, as herein provided, and if for any reason such Government Securities, Substitute Government Securities and funds cannot be identified, the assets of the Escrow Agent shall be impressed with a trust for the amount thereof and, to the fullest extent permitted by law, the County shall be entitled to a preferred claim upon such assets until identification of such Government Securities, Substitute Government Securities and funds is made. SECTION 10. Termination; Refunded Bonds and Coupons Not Presented for Payment; Income from Government Securities or Substitute Government Securities. This Agreement shall terminate when all Refunded Bonds have been presented for payment when the principal thereof shall become due and all coupons appurtenant thereto becoming due on or prior to the date on which such bonds have been presented for payment at the due date thereof, and in each case discharged; provided, however, that if any Refunded Bond or any coupon appurtenant thereto shall not be so presented, the moneys held by the Escrow Agent therefor in the 1985A Refunding Trust Fund No. 1 shall after five (5) years after the due date thereof, at the written request of the County, be paid to the County, and this Agreement shall terminate on the date on which all payments pursuant to this provision shall have been made, and thereupon the holders of such Refunded Bonds and coupons shall thereafter be entitled to look only to the County for payment thereof. Ail income from all Government Securities and Substitute Government Securities in the hands of the Escrow Agent pursuant to this Agreement which is not required for the payment of the Refunded Bonds and interest thereon, shall be paid to the County by the Escrow Agent, without further authorization or direction, on June 30 of each year or as soon thereafter as the amount of such income earned in the fiscal year ending such June 30 is determined. SECTION 11. Fees of Escrow. (a) The County shall pay all necessary and proper fees, compensation and expenses of the Escrow Agent and any Paying Agent pertaining to the Refunded Bonds, including, without limitation, reasonable compensation for all services rendered in the execution, exercise and performance of any of the duties to be exercised or performed pursuant to the provisions of this Agreement, and' all expenses, disbursements and advances incurred in accordance with any provisions of this Agreement (including the reasonable compensation and expenses and ¢ disbursements of counsel not regularly in the employ thereof) . (b) To the extent not paid out of the proceeds of sale of the Refunding Bonds, the County will pay the amounts described in Section ll(a) when billed. (c) The Escrow Agent acknowledges that the above-specified provisions for payment are satisfactory to it. SECTION 12. Duties of Escrow Agent; Evidence Upon Which Escrow Agent May Act; Replacement of Escrow Agent. (a) The Escrow Agent agrees to perform all the duties and obligations imposed upon it by this Agreement as well as those provisions of the Bond Resolution applicable to the performance of this Agreement. The Escrow Agent acknowledges receipt of certified copies of the Bond Resolution. (b) Subject to the provisions of Section 12(a), the Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein, upon any certificate, report, consent, notice, appointment or other direction made or given by the County to the Escrow Agent which shall be deemed to have been sufficiently made or given by the proper party or parties if executed on behalf of the County by an Authorized Officer of the County as defined in the Bond Resolution. (c) If the Escrow Agent shall cease to be eligible to act as Escrow Agent hereunder or shall resign as Escrow Agent hereunder and if requested by the County, such Escrow Agent shall execute such agreements, assignments and other documents as shall be necessary to vest in a successor escrow agent all the title, rights, duties and obligations of such' bank under this Agreement and in the Government Securities, Substitute Government Securities and other funds deposited or to be deposited or received by the Escrow Agent under this Agreement. Upon acceptance by such successor escrow agent of the trusts created hereunder, all further title, rights, duties and obligations of the Escrow Agent under this Agreement shall cease and determine and be discharged, except for rights or liabilities 'theretofore accrued to or by the County or the Escrow Agent. SECTION 13. Incorporation by Reference. The applicable and necessary provisions of the Bond Resolution are incorporated herein by reference. SECTION 14. Arbitrage Covenant. Any .other provision of this Agreement to the contrary notwithstanding, the County hereby covenants that it will not use, or permit the use of, any proceeds of the Refunded Bonds or the 1985A Bonds, or of moneys or funds held by the Escrow Agent under this Agreement that may~-be deemed to be the proceeds of the Refunded Bonds or the 1985A Bonds pursuant to Section 103 of the Internal Revenue Code of 1954, as amended, and regulations adopted under such Section 103, as each is then in effect, in a manner that would cause any of the Refunded Bonds or the 1985A Bonds to be subjected to treatment under such Section 103 as an "arbitrage bond", and to that end the County shall comply with applicable regulations adopted under such Section 103. SECTION 15. Benefit of Agreement; Amendments. This Agreement is made for the benefit of ~h~' County and the holders from time to time of the Refunded Bonds and the coupons appurtenant thereto except as otherwise expressly provided herein. This Agreement shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the County and the Escrow Agent may, withou~ Ere consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Agent for the benefit of such holders any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of counsel of recognized standing in the field of law relating to municipal bonds with respect to compliance with this Section 15, including (i) the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, the Refunding Bonds and the coupons appurtenant thereto, and (ii) the extent, if any, to which any instrument executed hereunder complies with the conditions and provisions of this Section 15. SECTION 16. Severability. If'any one or more of the covenants or agreements ~-~v~--i~d in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Agreement and the invalidity thereof shall in no way affect the validity of other provisions of this Agreement or of the Refunded Bonds or the coupons appurtenant thereto or of the 1985A Bonds, and the holders of the Refunded Bonds and the coupons appurtenant thereto and of the 1985A Bonds shall retain all the rights and benefits accorded them hereunder and under applicable provisions of law. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. SECTION 17. Law and Place of Enforcement of this Agreement. This Agreement s~ali b~ construed and interpreted in accordance with the laws of the Commonwealth of Virginia and any suits and actions arising out of this Agreement shall be instituted in a court of competent jurisdiction in such Commonwealth. SECTION 18. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 19. Section Headings. The headings of the several Sections hereOf shall ~e solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Agreement. IN WITNESS WHEREOF, the .parties have each caused this Agreement to be executed by their duly ~authorized ( officers and their corporate seals to be hereunto affixed and attested as of the date first above written. COUNTY OF CHESTERFIELD, VIRGINIA Attest: ( SEAL ) Cl&gR'6f the Board of Supervisors Chairma4~ 6~- th~ ~o~d- of Superviso~ ATTEST: 1' I/~ (SEAL) '/, BANK OF VIRGINIA TRUST COMPANY, as Escrow Agent Title ,,7 £ EXHIBIT I GOVERNMENT SECURITIES (See Schedules A through C attached hereto) EXHIBIT I - SCKEDULEA # LU II II ~ II II II ~-* 00000 0 mmmmmmmm C~C~CCC mmmmmmmm ~0~o~ o00~0~ 00o0oo~ 0oOooooo 0 Pl C~ 0 'D 0 WO~W~Ooo' ~OW~oo~O I I I '13"01 oo~wWo~o o~o~0 Z~ '-4 O. t'" Z -4 I1'1 0 rtl -=1 r- W -n o U ._J u ! n- n £ {2, ¢ I le ~o~0o~o0o~00~o~0~o0o~o0o~ooo~00o~o~0 W .'~W ~°~o00~o~00~0~o0~oo~0o~00~o0~0000 ~0'~00~0~0~o0~0~0o~00~o0~0o~0o~ ~ ~ ~M ~ 00~ M~ ~ om ~ ~ ~ 0000000000000000000000000000000000000000 000~00000~00000000000~000~0000000000000 ~ ~ 0~ 0 UIo ~ ~ ~0 ~ ~0~ ~000~ O0 ~ ~00 O00 O0 ~ O000 ~ ~J~O~o~o~~O~O~O0~O0~O00~O00~O000 ~0 ~o~o~o~o~oo~ ~o ~ o o z n., u ~WWW~WWWWWWW~'~WWW~W WW ~W W ~ W O0 0 O0 0 0 ~~~~~~N~NN~NN~N~N~N~N 00000000'00000000000000000000000000000000 O0 O0 000 O0 000 O0 000 O0 000 00,00 O0 O0 000 O0 000 O0 000 O0 0~0 O0 O0 O~ O0 ~Ut O~ O~ 0 II II CE] II o o II nj . u1 it nj It ii ii r'~ ii FU ~! 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O SFIflO~5{DS - I ,T, ISIHX~ EXHIBIT II NOTICE OF ISSUANCE OF REFUNDING BONDS County of Chesterfield, Virginia, General Obligation Sewer Bonds, dated December 1, 1962; General Obligation Sewer Bonds, dated March 1, 1964; General Obligation Sewer Bonds, dated March l, 1967; General Obligation Sewer Bonds, dated August 1, 1973; Water Revenue Refunding Bonds, dated April ~, 1962; Water Revenue Bonds, dated April l, 1962; Water Revenue Bonds, dated April 1, 1968 NOTICE IS HEREBY GIVEN that the County of Chesterfield, Virginia (the "County") on August 15, 1985 issued its Water and Sewer Revenue Bonds, Series 1985A (the "Series 1985A Bonds"), in the principal amount of $20,000,000 for the purpose, among other things, of refunding the captioned bonds in advance of their respective maturities. A portion of the proceeds of the Series 1985A Bonds, together with other available moneys of the County, have been deposited with Bank of Virginia Trust COmpany, Richmond, Virginia, as Escrow Agent (the "Escrow Agent"), to be held in trust and have been invested in certain direct obligations of the United States of America and certain other obligations, all as set forth in a Refunding Trust Agreement dated as of August 1, 1985 between the County and the Escrow Agent. The portion of the proceeds of the Series 1985A Bonds and other available moneys of the County so deposited with the Escrow Agent under such Refunding Trust Agreement are in such principal amount and invested in such obligations as will assure sufficient money for the payment of principal of and interest on the captioned bonds through the respective due dates thereof. Dated: August 15, 1985 BANK OF VIRGINIA TRUST COMPANY, AS ESCROW AGENT FOR THE COUNTY OF CHESTERFIELD, VIRGINIA LOAN AGREEMENT (Revenue Obligation) VIRGINIA RESOURCES AUTHORITY And COUNTY OF CHESTERFIELD, VIRGINIA~ August 1, 1985 TABLE OF CONTENTS ARTICLE I Definitions Page Section 2.1 Section 2.2 ARTICLE II Representations Representations by Authority Representations by Borrower 3 Section 3.1 Section 3.2 ARTICLE III Purchase of Local Bonds Purchase of Local Bonds Conditions Precedent to Purchase of Local Bonds 5 5 5 Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 ARTICLE IV Use of Net Loan Proceeds Loan to Borrower Agreement to Accomplish Project Disbursement of Net Loan Proceeds Permits Borrower Required to Complete Project Payments and Rights Assigned Replenishment of Capital Reserve Subaccount Payment of Fees, Charges and Expenses of Trustee 7 7 7 7 7 8 8 8 Section 5.1 Section 5.2 Section 5.3 Section 5.4 ARTICLE V Special Covenants Arbitrage Covenant Financial Records and Statements Certificate as to No Default Further Assurances 9 9 9 10 10 ARTICLE VI Defaults and Remedies 10 Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 Section 7.8 Section 7.9 ARTICLE VII Miscellaneous Successors and Assigns Amendments Limitation of Borrower's Liability Applicable Law Severability Notices Headings Term of Agreement Counterparts III 11 11 11 11 11 11 12 12 12 Exhibit A Form of Borrower's Bond Counsel Opinion -2- LOAN AGREEMENT THIS LOAN AGREEMENT is made as of August 1, 1985, between the VIRGINIA RESOURCES AUTHORITY, a public body corporate and a political subdivision of the Commonwealth of Virginia (the "Authority"), and the COUNTY OF CHESTERFIELD, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the "Borrower"). The Authority intends to issue its Water and Sewer System Revenue Bonds, 1985 Series A, in the aggregate principal amount of $22,350,000 (the "Authority Bonds"), pursuant to the terms of an Indenture of Trust, dated the same date as this Agreement (the "Indenture"), between the Authority and United Virginia Bank, Richmond, Virginia, as trustee (the "Trustee"). The proceeds of the Authority Bonds are to be used to make loans to and acquire obligations of local governments in Virginia to finance or refinance the costs of water supply or wastewater treatment facilities within the meaning of Section 62 1-199 of the Act. ' The Borrower intends to issue and sell and the Authority desires to purchase the County of Chesterfield, Virginia, Water. and Sewer Revenue Bonds, Series 1985A, in the aggregate principal amount of $20,000,000 (the "Local Bonds"). The Borrower intends to use the proceeds of the Local Bonds to (i) refund and defease certain outstanding bonds of the Borrower, (ii) pay the cost of the Project, (iii) deposit to the Borrower's Capital Reserve Subaccount the amount of the Reserve Requirement relating to the Local Bonds, and (iv) pay certain expenses incurred in connection with the issuance of the Local Bonds and the Authority Bonds. ARTICLE I DEFINITIONS The capitalized terms contained in this Agreement shall have the meanings set forth below unless the context requires otherwise: "Act" means the Virginia Resources Authori.ty Act, Chapter 21, Title 62.1 of the Code of Virginia of 1950, as amended. "Agreement" means this Loan Agreement between the Authority and the Borrower, together with any amendments or supplements hereto. "Authority" means the Virginia Resources Authority~, a public body corporate and a political subdivision of the Commonwealth of Virginia. "Authority Bonds" means the Virginia Resources Authority Water and Sewer System Reyenue Bonds, 1985 Series A, in the aggregate principal amount of $22,350,000. "Borrower" means the County of Chesterfield, Virginia, a political subdivision of the Commonwealth of Virginia. "Capital Reserve Subaccount" means the Chesterfield County, Virginia, subaccount by that name established by Section 701 of the Indenture with respect to the Local Bonds of the Borrower. "Code" means the Internal Revenue Code of 1954, as amended, and applicable regulations, proposed regulations, procedures and rulings thereunder. "Consulting Engineer" means Black and Veatch, Engineers- Architects, which firm has been retained by the Borrower to prepare the Engineer's Report contemplated by the Local Resolution. "Costs of Issuance" shall have the meaning set forth in the Indenture. "Costs of Issuance Account" shall have the meaning set forth in the Indenture. "Event of Default" shall have the meaning set forth in the Local Resolution. "Fiscal Year" means the period of twelve months commencing on July 1 of any year established by the Borrower as its annual accounting period or such other twelve-month period adopted as the Fiscal Year of the Borrower. "Indenture" means the Indenture of Trust, dated the same date as this Agreement, between the Authority and the Trustee, together with any amendments or supplements thereto. "Loan Account" means the account by that name established by Section 601 of the Indenture. "Loan Amount" means the sum of (i) the Net Loan Proceeds of the Borrower, (ii) the initial amount of the Reserve Requirement relating to the Local Bonds, and (iii) the Borrower's share of the Costs of Issuance as set forth in the Closing Statement (as defined in the Indenture). "Loan Subaccount" means the Chesterfield County, Virginia, subaccount by that name established by Section 603 of the Indenture to which is deposited the Net Loan Proceeds. "Local Bonds" mean the bonds in substantially the form as set forth in the Local Resolution issued by the Borrower and purchased by the Authority pursuant to this Agreement. -2- "Local Resolution" means the Resolution adopted by the governing body of the Borrower on July 24, 1985, together with any permitted amendments or supplements thereto, approving the transactions contemplated by and authorizing the execution and delivery of this Agreement and the execution, issuance and sale of the Local Bonds. "LOcal Trustee" means the trustee at the time serving as such under the Local Resolution whether the original trustee or a successor. "Net Loan Proceeds" means the Loan Amount less (i) the initial amount of the Reserve Requirement of the Borrower and (ii) the Borrower's share of the Costs of Issuance as set forth in the Closing Statement (as defined in the Indenture). "Non-Arbitrage Certificate" means the certificate of appropriate officials of the Borrower delivered in accordance with Section 3.2(c). "Project" means the 1985 Expansion as defined in the Local Resolution and described in the Engineer's Report prepared pursuant to the Local Resolution to be constructed, acquired or improved by the Borrower with, among other funds, the Net Loan Proceeds. "Project Costs" means the Costs of Construction and the Costs of Issuance as defined in the Local Resolution as being financed in part with the proceeds of the Local Bonds and such other costs permitted by the Act as may be approved in writing by the Authority, provided such costs are included in the definition of "costs" set forth in Section 62.1-199 of the Act. "Reserve Requirement" shall have the meaning set forth in the Indenture. "Revenues!' shall have the meaning set forth in the Local Resolution. "System" shall have the meaning set forth in the Local Resolution. "Trustee" means United Virginia Bank, Richmond, Virginia or its successors serving as such under the Indenture. ARTICLE II REPRESENTATIONS Section 2.1. Representations by Authority. The Authority makes the following representations as the basis for its undertakings under this Agreement: -3- (a) The Authority is a duly created and validly existing political subdivision of the Commonwealth of Virginia vested with the rights and powers conferred upon it under the Act. (b) The Authority has complied in all respects with the Act, and has full right, power and authority to: (i) issue, sell and deliver, the Authority Bonds; (ii) make the loan to the Borrower contemplated by this Agreement; (iii) acquire the Local Bonds from the Borrower; and (iv) carry out and consummate all other transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Authority and constitutes a legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms. Section 2.2. Representations by Borrower. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly created and validly existing political subdivision of the Commonwealth of Virginia vested with the rights and powers conferred upon it by the laws of Virginia.. (b) The Borrower has full right, power and authority to: (i) adopt the Local Resolution and execute and deliver this Agreement, and the other documents related hereto; (ii) issue, sell and deliver its Local Bonds to the Authority; (iii) construct, own and operate the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement and the Local Bonds; and (iv) carry out and consummate all of the transactions contemplated by the Local Resolution, this Agreement and the Local Bonds. (c) This Agreement, the Local Resolution and the Local Bonds were duly authorized by the Borrower. (d) Ail permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of the delivery of this Agreement have been obtained for the adoption of the Local Resolution, execution and delivery by the Borrower of this Agreement and the Local Bonds, the Performance and enforcement of the obligations of the Borrower thereunder and the acquisition, construction, equipping, occupation, operation and use of the Project, and the Borrower knows of no reason why any future required permits or approvals cannot be obtained as needed. (e) This Agreement and the Local Bonds have been executed and delivered by duly authorized officials of the Borrower and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. (f) There are not pending nor, to the best of the Borrower's knowledge, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower in its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement, the Local Resolution or the Local Bonds. (g) There have been no defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (h) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, applications and other information furnished to the Authority. (i) The Local Bonds of the Borrower are the first series of Bonds to be issued by the Borrower under the Local Resolution, and are payable from the Revenues, as such term is defined in the Local Resolution. The Local Bonds are the only unpaid indebtedness of the Borrower secured by a pledge of Revenues. (j) The proceeds derived from any prior obligations which are to be refunded or defeased from the proceeds of sale of the Local Bonds were used to finance or refinance the costs of water supply or wastewater treatment facilities within the meaning of Section 62.1-199 of the Act. (k) No Event of Default or event which, with notice or lapse of time, or both, would become an Event of Default has occurred and is continuing. ARTICLE III PURCHASE OF LOCAL BONDS Section 3.1. Purchase of Local Bonds. The Borrower agrees to issue and sell and the Authority agrees to.purchase, in immediately available funds, the Local Bonds of the Borrower in the aggregate principal amount of $20,000,000, at a price equal to 98~ of such aggregate principal amount, less original issue discount of $52,100. The Local Bonds are to be. in substantially the form provided in the Local Resolution with such changes as are acceptable to the Borrower and the Authority. Section 3.2. Conditions Precedent to Purchase of Local Bonds. The Authority shall not be required to purchase the Local Bonds unless the Authority has received the following, all in form and substance satisfactory to the Authority: (a) A certified~copy of the Local Resolution and certified copies or duplicate originals of all resolutions, documents and opinions referred to in Section 2.4 of the Local Resolution. (b) A certificate of appropriate officials of the Borrower as to the matters set forth in Section 2.2 and such other matters as the Authority may reasonably require. (c) A certificate of appropriate officials of the Borrower meeting the criteria set forth in the regulations issued under Section 103(c) of the Code relating to "arbitrage bonds". (d) A certificate of appropriate officials of the County setting forth an estimate of the Project Costs and the period of time which will be required to complete the Project. (e) A certificate, in form and substance satisfactory to the Authority, of the Consulting Engineer to the effect that in the opinion of the Consulting Engineer (i) the Project will be a part of the System; (ii) the funds available to the Borrower from the Net Loan Proceeds and other specified sources will be sufficient to pay the estimated Project Costs; and (iii) during the first two Fiscal Years of the Borrower following the completion of the Project, the Revenues as projected by the Consulting Engineer will be sufficient to enable the Borrower to satisfy the rate covenant made by the Borrower in Section 7.8 of the Local Resolution. In providing this certificate, the Consulting Engineer may take into consideration future System rate increases, provided that such rate increases have been approved by the governing body of the Borrower and any other person or entity required to give approval for the rate increase to become effective. In addition, the Consulting Engineer may · take into consideration additional future revenues of the System to be derived under the existing contractual agreements entered into by the Borrower and from reasonable estimates of growth in the customer base of the Borrower. (f) Evidence satisfactory to the Authority that all governmental permits or approvals for the Project required to have been obtained as of the date of the delivery of this Agreement have been obtained and a statement of the Consulting Engineer that he knows of no reason why any future required governmental permits or approval cannot be obtained as needed. (g) Evidence satisfactory to the Authority that the Borrower has obtained or has made arrangements satisfactory to the Authority to obtain any other financing for the Project as detailed in the Application. (h) Evidence satisfactory to the Authority that the Borrower has performed and satisfied all of the terms and conditions contained in this Agreement to be performed and satisfied by it as of such date.~ -6- (i) An opinion af nationally recognized bond counsel to the Borrower acceptable to the Authority substantially in the form attached to this Agreement as Exhibit A. ARTICLE IV USE OF NET LOAN PROCEEDS Section 4.1. Loan to Borrower. The Authority hereby lends to the Borrower, and the Borrower borrows from the Authority, the Loan Amount to be evidenced by the Local Bonds and secured by this Agreement and the Local Resolution. From the Loan Amount, the Borrower's share of the Costs of Issuance shall be deposited in the Costs of Issuance Account, an amount equal to the Reserve Requirement shall be deposited in the Capital Reserve Subaccount of the Borrower, and the Net Loan Proceeds, in immediately available funds on the date the Authority Bonds are issued, shall be deposited in the Loan Subaccount of the Borrower, all to be applied as set forth in the Indenture. Section 4.2. Agreement to Accomplish Project. The Borrower agrees to cause the Project to be acquired, constructed, expanded, renovated or equipped in accordance with plans, specifications and designs prepared by the Consulting Engineer and approved by the Borrower or prepared by the Borrower, as the case may be. The Borrower shall use its best efforts to complete' the Project in accordance with the schedule set forth in the Non- Arbitrage Certificate of the Borrower. Ail plans, specifications and designs shall be approved by all applicable regulatory agencies. The Borrower agrees to maintain complete and accurate books and records of the Project Costs and permit the Authority or the Trustee through their duly authorized representatives to inspect such books and records at any reasonable time. When the Project has been completed, the Borrower shall promptly deliver to the Authority and the Trustee a certificate signed by an appropriate official of the Borrower and by the Consulting Engineer stating that the Project has been completed substantially in accordance with this Section and in substantial compliance with all material applicable laws, ordinances, rules and regulations and that all certificates of occupancy or other material permits then necessary for the use, Occupancy and operation of the Project have been issued or obtained. Section 4.3. Disbursement of Net Loan Proceeds. The Net Loan Proceeds in the Borrower's Loan Subaccount shall be disbursed to the Local Trustee to be applied in accordance with the Local Resolution, such Net Loan Proceeds to be disbursed to or upon the order of the Borrower in immediately available funds on the date the Authority Bonds are issued. Section ~.~. Permits. 'The Borrower shall at its sole cost and expense obtain all permits, consents and approvals required -7- by local, state or federal laws, ordinances, rules, regulations or requirements in connection with the acquisition, construction, occupation, operation or use of the Project. The Borrower shall, upon request, promptly furnish to the Authority and the Trustee copies of all such permits, consents and approvals. Section 4.5. Borrower Required to Complete Project. If the Net Loan Proceeds are not sufficient to pay in full the cost of the Project, the Borrower will complete the Project at its own expense but solely from the revenues pledged, or the proceeds of bonds issued, or other amounts available for such purpose in the funds and accounts held under the Local Resolution and shall not be entitled to any reimbursement therefor from the Authority or any abatement, diminution or postponement of its payments under the Local Bonds or this Agreement. Section 4.6. Payments and Riqhts Assigned. The Borrower consents to the transfer and assignment of the Local Bonds of the Borrower and the rights of the Authority under this Agreement to the Trustee and agrees to pay directly to the Trustee all amounts payable by the Borrower thereunder. Section 4.7. Replenishment of Capital Reserve Subaccount. In the event any amounts are withdrawn from the Capital Reserve Subaccount of the Borrower as a result of a default by the Borrower in the payment of principal or interest due on the Local Bonds, the Borrower agrees, commencing on the first day of the month after the date of the notice to the Borrower from the Trustee of such withdrawal, to make equal monthly payments to the Trustee for deposit in the Capital Reserve Subaccount in an amount such that if the same amount were so paid to the Trustee for deposit in the Capital Reserve Subaccount on the first day of each of the eleven months thereafter the Capital Reserve Subaccount would be replenished to its Reserve Requirement. In the event that the Borrower receives notice from the Trustee that the balance on deposit in the Capital Reserve Subaccount is less than the Reserve Requirement (other than as a result of a transfer due ~to a default as described above), the Borrower agrees, commencing on the first day of the month after the date of the notice to the Borrower from the Trustee of such deficiency, to make equal monthly payments to the Trustee for deposit in the Capital Reserve Subaccount in an amount such that if the same amount were so paid to the Trustee for deposit in the Capital Reserve Subaccount on the first day of each of the five months thereafter the Capital Reserve Subaccount would be repl.enished to its Reserve Requirement. In addition to its covenant set forth in Section 7.8 of the Local Resolution, the Borrower agrees that it will fix and collect rates, fees and other charges for the use of and for services furnished or to be furnished by the System, and will from time to time revise such rates, fees and other charges, to produce or yield Revenues sufficient to make any payments required to replenish the Capital Reserve Subaccount of the Borrower to the Reserve Requirement as set forth above. -8- Section 4.8. Payment.of Fees, Charges and Expenses of Trustee. Except to the extent paid from funds in the Costs of Issuance Account, the Borrower agrees to pay to the Authority or the Trustee, within fifteen days after receipt of a statement therefor from the Authority or the Trustee an amount equal to one-half of the actual fees, charges and expenses of the Trustee under the terms of the Indenture; provided, however, that in the event any such fees, charges and expenses are attributable solely to actions taken by the Trustee with respect to any issuer of Local Bonds other than the Borrower, the Borrower shall not be obligated to make any payment with respect thereto; and provided further, that in the event the Borrower's Local Bonds are the only Local Bonds held by the Trustee, or such fees, charges and expenses of the Trustee are attributable solely to actions taken by the Trustee with respect to the Local Bonds of the Borrower, the Borrower shall pay all of such actual fees, charges and expenses of the Trustee. ARTICLE V SPECIAL COVENANTS Section 5.1. Arbitrage Covenant. The Borrower shall not take or approve any action, investment or use of Net Loan Proceeds which would cause the Local Bonds or the Authority Bonds to be "arbitrage bonds" within the meaning of Section 103(c) of the Code and the regulations thereunder. The Borrower, barring unforeseen circumstances, shall not request or approve the use of Loan Proceeds other than in accordance with the Borrower's Non-Arbitrage Certificate. Section 5.2. Financial Records and Statements. (a) The Borrower shall, in accordance with generally accepted accounting principles for enterprise funds and the provisions of Sections 5.2(c) and 7.6 of the Local Resolution, keep, or cause to be kept, proper books of record and account in which complete and accurate entries shall be made relating to the System. (b) The Borrower shall annually file with the Trustee appointed by the Authority, within one hundred eighty (180) days after the close of each Fiscal Year, a copy of an audited annual financial report as to its obligations and activities relating to the System during such Fiscal Year, and financial statements for such Fiscal Year, setting forth in reasonable detail: (1) a balance sheet showing the assets and liabilities of the Borrower relating to the System at the end of such Fiscal Year; (2) a statement of revenues and expenses in accordance with the categories or classifications -9- established by the Borrower for its operating and program purposes.and showing the revenues and expenses relating to the System during such Fiscal Year; and (3) a statement of changes in financial position of the Borrower relating to the System, as of the end of such Fiscal Year. The financial statements shall be accompanied by an accountant's certificate stating that the financial statements examined fairly present the financial position of the Borrower relating to the System at the end of the Fiscal Year, and that the results of its operations and the changes in financial position for the period examined are in conformity with generally accepted accounting principles for enterprise funds. (c) The Borrower shall also furnish to the Authority and the Trustee a certificate of such accountant to the effect that, during the course of such accountant's regular examination of the financial condition of the Borrower, nothing came to such accountant's attention which would constitute an Event of Default, or which with the giving of notice or lapse of time, or both, would constitute such an Event of Default. Section 5.3. Certificate as to No Default. The Borrower shall deliver to the Authority and the Trustee, within 180 days after the close of each of the Borrower's Fiscal Years, a certificate signed by an authorized official of the Borrower stating that, during such year and as of the date of such certificate, no event or condition has happened or existed, or is happening or existing, which constitutes, or which, with notice or lapse of time, or both, would constitute, an Event of Default, or if such an event or condition has happened or existed, or is happening or existing, specifying the nature and period of such event or condition and what action the Borrower has taken, is taking or proposes to take with respect thereto. Section 5.4. Further Assurances. The Borrower shall~to the full extent permitted by law pass, make, do, execute, acknowledge and deliver such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be required to carry out.the purposes of this Agreement. ARTICLE VI DEFAULTS AND REMEDIES Upon the occurrence of an Event of Default, the Authority and the Trustee shall have the rights and remedies provided for in the Local Bonds and the Local Resolution. -10- ARTICLE VII MISCELLANEOUS Section 7.1. Successors and Assiqns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Section 7.2. Amendments. The Borrower and the Trustee, as the assignee of the Authority pursuant to the terms of the Indenture, shall have the right to amend from time to time any of the terms and conditions of this Agreement, provided that all amendments shall be in a writing and shall be signed by or on behalf of the Trustee and the Borrower and consented to in writing by the registered owners of a majority in outstanding principal amount of the Local Bonds; provided, further, no amendment shall be made to this Agreement without the consent of the registered owner of each of the Local Bonds then outstanding that would (i) alter the obligation of the Borrower to make payments when due under this Agreement or the Local Bonds, (ii) terminate or cancel this Agreement, or (iii) decrease the minimum percentage of the principal amount of the Local Bonds the registered owners of which must consent to such amendment. Section 7.3. Limitation of Borrower's Liability. Notwithstanding anything in the Local Bonds or this Agreement to the contrary, the obligations of the Borrower are not general obligations of the Borrower, but are limited obligations payable solely from the Revenues which are specifically pledged for such purpose. Neither the Local Bonds nor this Agreement shall be deemed to create or constitute a debt or a pledge of the faith and credit of the Borrower and the Borrower shall not be obligated to pay the principal of or premium, if any, or interest on the Local Bonds or other costs incident thereto except from the Revenues and other funds pledged therefor under the Local Resolution. Section 7.4. Applicable Law. This Agreement shall be governed by the applicable laws of Virginia. Section 7.5. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect the remainder of this Agreement which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in this Agreement. If any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the Authority and the Borrower, as the case may be, only to the extent permitted by law. Section 7.6. Notices. 'Unless otherwise provided for herein, all demands, notices, approvals, consents, requests, opinions -11- and other communications under the Local Bonds, the Local Resolution or this Agreement shall be in writing and shall be deemed to have been given when delivered in person or mailed by first class registered or certified mail, postage prepaid, addressed (a) if to the Borrower, at P. O. Box ~0, Chesterfield, Virginia 23832, Attention: Director of Budget and Accounting; (b) if to the Authority, at P. O. Box 1300, Richmond, Virginia 23210, Attention: Executive Director; or (c) if to the Trustee, at P.O. Box 26665, Richmond, Virginia 23261, Attention: Corporate Trust Department. The Borrower agrees to furnish to the Authority and the Trustee copies of all reports, statements, budgets, certificates and other documents which are furnished by the Borrower to the Local Trustee under the Local Resolution. A duplicate copy of each demand, notice, approval, consent, request, opinion or other communication given by any party named in this Section shall also be given to each of the other parties named. The Authority, the Borrower and the Trustee may designate, by notice given hereunder, any further or different addresses to which subsequent demands, notices, approvals, consents, requests, opinions or other communications shall be sent or perons to whose attention the same shall be directed. Section 7.7. Headings. The headings of the several articles and sections of this Agreement are inserted for convenience only and do not comprise a part of this Agreement. Section 7.8. Term of Agreement. This Agreement shall be effective upon its execution and delivery, provided that the Local Bonds previously or simultaneously have been executed and delivered. Except as otherwise specified, the Borrower's obligations under the Local Bonds and this Agreement shall expire upon payment in full of the Local Bonds and all other ~amounts payable by the Borrower Under this Agreement. Section 7.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. WITNESS the following signatures, all duly authorized. COUNTY OF CHESTERFIELD, VIRGINIA ? ~ ~0~nt~ Administrator -12- EXHIBIT A [Form of Borrower's Bond Counsel Opinion] ~ V.12 SPECIMEN UNITED STATES OF AMERICA COMMON~EALTH OF VIRGINIA COUNTY OF CHESTERFIELD ~?ATER AND SEWER REVENUE BOND, SERIES 1985A REGISTERED REGISTERED No. R-1 $370,000 INTEREST MATURITY ORIGINAL RATE: DATE: ISSUE DATE: 6.25% November 1, 1989 August 1, 1985 REGISTERED HOLDER: United Virginia Bank, As Trustee PRINCIPAL SUM: Three Hundred Seventy Thousand Dollars The County of Chesterfield (hereinafter referred to as the "County"), a political subdivision of the Commonwealth of Virginia, for value received, hereby acknowledges itself indebted and hereby promises to pay to the Registered Holder (named above), or registered assigns, but solely from the. Revenues and moneys pledged to the payment hereof hereinafter specified and not otherwise, on the Maturity Date (specified above)Unless this Bond shall have been called for previous redemption and payment of the redemption price shall have been duly made or provided for, the Principal Sum (specified above), and to pay interest on such Principal Sum, but solely from such Revenues and moneys pledged to the payment hereof hereinafter specified and not' otherwise, on the first day of November, 1985 and semi- annually on the first day of May and the first day of November of each year thereafter (each such date is herein- after referred to as an "interest payment date"), from the date of the authentication hereof or from the interest payment date next preceding the date of authentication hereof to which interest shall have been paid, unless such date of authentication is an interest payment date, in which case from such interest payment date, or unless such date of authentication is within the period from the sixteenth (16th) day to the last day of the calendar month next preceding the following interest payment date, in which case from such following interest payment date, such interest to be paid until the maturity or redemption hereof at the Interest Rate (specified above) per annum, by check or draft mailed by the Registrar hereinafter mentioned to the Registered Holder in whose name this Bond is registered upon the books of registry of the County kept by the Registrar as SPECIMEN SPECIMEN of the close of business on the fifteenth (15th) day (whether or not a business day)'of the calendar month next preceding each interest payment date at the address of the Registered Holder hereof as it appears on such books of registry. The principal of and premi~n, if any, on this Bond are payable on presentation and surrender hereof at the principal office of the Bank of Virginia Trust Company, as Registrar, in the City of Richmond, Virginia. Both principal of and premium, if any, and interest on this Bond are payable in such coin or currency of the United States of America as at the respective dates of payment thereof is legal tender for public and private debts. The Bonds of the Series of which this Bond is one maturing on or before November 1, 1995 are not subject to redemption prior to their stated maturities. The Bonds of the Series of which this Bond is one (or portions thereof in installments of $5,000) maturing on November 1, 2003 are subject to mandatory sinking fund redemption from Sinking Fund Payments made in accordance with the provisions of the Bond Resolution (hereinafter mentioned) and to payment at maturity on November 1 in each of the years and in the principal amounts set forth below, at a redemption price equal to the principal amount redeemed, together with the interest accrued on such princi- pal amount to the date fixed for redemption: Year Principal Amount 2001 $ 885,000 2002 965,000 2003 1,050,000 The Bonds of the Series of which this Bond is one (or por. tions thereof in installments of $5,000) maturing on November 1, 2010 are subject to mandatory sinking fund redemption from Sinking Fund Payments made in accordance with the provisions of the Bond Resolution and to payment at maturity on November 1 in each of the years and in the principal amounts set forth below, at a redemption price equal to the principal amount redeemed, together with the interest accrued on such principal amount to .the date fixed for redemption: Year Principal Amount 2004 $ 1,140,000 2005 1,240,000 2006 1,350,000 2007 1,470,000 2008 1,595,000 2009 1,735,000 2010 1,890,000 SPECIMEN SPECIMEN The Bonds of the Series of which this Bond is one (or portions thereof in installments of $5,000) maturing on November 1, 1996 and thereafter (including the Bonds of the Series of which this Bond is one maturing on November 1, 2003 and November 1, 2010), are subject to redemption prior to their stated maturities, at the option of the County, from moneys on deposit in the Redemption Fund created and established by the Bond Resolution or from other available moneys of the County, on and after November 1, 1995, as a whole at any time, or in part from time to time on any interest payment date in such order as the County may determine, at the respective redemption prices (expressed as a percentage of the principal amount to be redeemed) set forth below if such redemption is made from any moneys other than moneys required to be paid as Sinking Fund Payments, together with the interest accrued on such principal amount to-the date fixed for redemption: Period During ~?hich Redeemed (Both Dates Inclusive) Redemption Price November 1, 1995 through October 31, 1996 November 1, 1996 through October 31, 1997 November 1, 1997 through October 31, 1998 November 1, 1998 through October 31, 1999 November 1, 1999 through and thereafter 102% 101 1/2 101 lOO 1/2 10o If this Bond is redeemable and shall be called for redemption, notice of the redemption hereof shall be mailed not less than thirty (30) days prior to the date fixed for redemption by registered mail to the Registered Holder of this Bond at such Registered Holder's address as shown on the books of registry of the County kept by the Registrar. When notice of redemption of this Bond (or of the portions hereof in installments of $5,000 to be redeemed) shall have been given as hereinabove set forth, this Bond (or the portions hereof to be redeemed) shall become due and payable on the date so specified for such redemption at a price equal to the principal amount hereof and the redemption premium, if any, hereon, together with the interest accrued hereon to such date, and whenever payment of such redemption price shall have been duly made or provided for, interest on this Bond (or on the portions hereof so redeemed) shall cease to accrue from and after the date so specified for its redempt ion. This Bond is one of a duly authorized Series. of Bonds (herein referred to as the "Bonds") of the aggregate principal amount of twenty million dollars ($20,000,000) of like date, denomination and tenor herewith except for number, interest rate, maturity and redemption provisions, and is issued under and pursuant to and in full compliance with the Constitution and statutes of the CommoMwealth of Virginia, including Chapter 5 of Title 15.1 of the Code of· Virginia 1950, as amended (the same being the Public Finance SPECIMEN --3-- SPECIMEN Act), a resolution duly adopted .on July 24, 1985 by the Board of Supervisors of the County, entitled "RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CHESTERFIELD, VIRGINIA, AUTHORIZING THE ISSUANCE OF WATER AND SE~ER REVENUE BONDS OF THE COUNTY OF CHESTERFIELD, VIRGINIA, AND PROVIDING FOR THE SECURITY OF THE HOLDERS THEREOF" and a resolution duly adopted by such Board on July 24, 1985, entitled "FIRST SUPPLEMENTAL BOND RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF $20,000,000 AGGREGATE PRINCIPAL AMOUNT OF WATER AND SE~ER REVENUE BONDS, SERIES 1985A, DATED AS OF AUGUST 1, 1985, OF THE COUNTY OF CHESTERFIELD, VIRGINIA" (such resolutions being herein referred to collectively as the "Bond Resolution"). The Bonds are issued to finance the costs of extensions, additions and capital improvements to, or the renewal and replacement of capital assets of, or purchasing and installing new equipment for, the County's water and sewer system (hereinafter referred to as the "System"). The Bonds and the interest thereon are payable solely from, and secured equally and ratably with other bonds which may hereafter be issued on a parity therewith under the Bond Resolution outstanding from time to time solely by a lien and charge on, the Revenues (as defined in the Bond Resolution) derived from the operation of the System, subject to the prior payment from such Revenues of the Operating Expenses of the System, and from moneys held in the funds and accounts created and established under the Bond Resolution pledged to the payment thereof. The Bond Resolution provides that the bonds issued thereunder shall not be deemed to constitute full faith and credit general obligations of the County for which there is a right to compel the exercise of the ad valorem taxing power of the Co unty. Reference is hereby made to the Bond Resolution, to all of the provisions of which any Registered Holder of this Bond by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the bonds issued under the Bond Resolution, including this Bond; the description of the System; the description of the Revenues and the moneys held in the funds and accounts created and established under the Bond Resolution pledged to the payment of the interest on and principal of the bonds issued under the Bond Resolution, including this Bond; the nature and extent and manner of enforcement of the pledge; the covenants of the County' as to the fixing, establishing, maintaining and revising of rates and charges for the provision and sale of water and sewer services of the System; the covenants of the County as to the collection, deposit and application of the Revenues of the System; the conditions upon which other bonds may hereafter be issued under the Bond Resolution p~yable on a parity with this Bond from the Revenues of the System and SPECIMEN --4~ SPECIMEN equally and ratably secured herewith; the rights, duties and obligations of the County; the Provisions discharging the Bond Resolution as to this Bond and the lien and pledge of this Bond on the Revenues of the System if there shall have been deposited in accordance with the provisions of the Bond Resolution on or before the maturity or redemption hereof moneys sufficient to pay the principal hereof and the interest hereon to the maturity or redemption date hereof, or certain specified securities maturing at such times and in such amounts which, together with the earnings thereon, would be sufficient for such payment, or a combination of both such moneys and securities; and for the other terms and provisions of the Bond Resolution. Subject to the limitations and upon payment of the charges, if any, provided in the proceedings authorizing the Bonds of the Series of which this Bond is one, this Bond may be exchanged at the principal office of the Registrar for a like aggregate principal amount of Bonds of other authorized principal amounts and of the Series of which this Bond is one. This Bond is transferable by the Registered Holder hereof, in person or by his attorney duly authorized in writing, at the principal office of the Registrar but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the proceedings autho- rizing the Bonds of the Series of which this Bond is one, and upon the surrender hereof for cancellation. Upon such transfer a new Bond or Bonds of authorized denominations and of the same aggregate principal amount of the Series of which this Bond is one will be issued to the transferee in exchange herefor. This Bond shall not be valid or obligatory unless the certificate of authentication hereon shall have been manually signed by an authorized signator of the Registrar. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Bond and the Series of which it is one do exist, have happened and have been performed in regular and due time, form and manner as required by law, and that the Bonds of the Series of which this Bond is one do not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the County, by its Board of Supervisors, has caused this Bond to be signed by the Chairman and the Clerk of such Board, by their manual or facsimile signatures, and the corporate seal of the County to be impressed or imprinted hereon, and this Bond to be dated as of the first day of August, 1985. SPECIMEN SPECIMEN (Seal) Clerk of the Board of ~hairman of the Board of Supervisors Supervisors -5- '" SPECIMEN (FORM OF CERTIFICATE OF AUTHENTICATION) Certificate of Authentication This Bond is one of the Bonds delivered pursuant to the within-mentioned proceedings. Bank of Virginia Trust Company, Registrar SPECIMEN By: Authorized Signature Dated: August 15, 1985 (FORM OF ASSIGNMENT) For value received assigns and transfers unto Please insert Social Security or other Tax Identifying Number of Assignee: hereby sells, the within-mentioned Bond and' hereby irrevocably constitutes and appoints , agent, to transfer the sam% on the books of registry in the principal office of the Registrar with full power of substitution in the premises. Dated: Signature Guaranteed: Registered Holder NOTE: The signature to this assignment must correspond with the name as written on the face of the within Bond in ~every particular, without alteration, enlargement or any change · whatsoever. SPECIM, i '/{ DENOTES DEL~11ON: 1JNDD~IN1NG '~, .. LINE ALONG MARGIN DENOTES ADDI- TIONS TO DP, AFT DATED ~'"[-- '~'~ Mc/ ~., WOODS & ~ATTLE PRELIMINARY DRAFT DATED 7----j'~'------o~ S INDENTURE OF TRUST between VIRGINIA RESOURCES AUTHORITY and .UNITEDasVIRGINIATrustee BANK~ $ Water and Sewer System Revenue Bonds 1985 Series A August 1, 1985 TABLE OF CONTENTS ARTICLE I Definitions and Rules of Construction Section 101. Section 102. Definitions Rules of Construction ARTICLE II Establishment of Trust Section 201. Grant ARTICLE III General Terms and Conditions of Bonds Section 301. Section 302. Section 303. Section 304. Section 305. Section 306. Section 307. Section 308. Section 309. Section 310. Section 311. Section 312. Section 313. Section 314. Authority for Indenture Indenture Constitutes Contract Obligation of Bonds Authorization of Bonds Details of Bonds Execution of Bonds Authentication of Bonds Form of Bonds Delivery of Bonds Registration, Transfer and Exchange Charges for Exchange or Transfer Temporary Typewritten Bonds Mutilated, Lost, Stolen or Destroyed Bonds Cancellation and Disposition of Bonds ARTICLE IV Redemption of Bonds Section 401. Section 402. Section 403. Section 404. Section 405. Optional Redemption Mandatory Redemption Selection of Bonds for Redemption Notice of Redemption Payment of Redemption Price Page 1 5 5 6 6 6 6 7 7 8 8 8 9 10 10 10 10 11 11 12 12 12 Section 501. Section 502. Section 503. Section 504. Section 505. Section 506. Section 507. Section 508. Section 509. Section 510. ARTICLE V General Covenants and Provisions Payment of Bonds 13 Covenants and Representations of Authority 13 Further Assurances 13 Records and Accounts; Inspections and Reports Rights under Local Bonds and Loan Agreements Restrictions on Sale or Prepayment of Local Bonds Disposition of the Proceeds of Prepayment of Local Bonds Tax-Exempt Status of Bonds Reports by Trustee Additional Obligations 14 15 15 15 Section 601. Section 602. Section 603. Section 701. Section 702. Section 703. Section 704. Section 705, Section 706. S~ection 707. Section 708. Section 709. Section 801. Section 802. Section 803. ARTICLE VI ApDlication of Bond Proceeds Application of Bond Proceeds Cost of Issuance Account Loan Account ARTICLE VII Funds and Accounts Creation of Funds and Accounts~ Revenue Fund Bond Fund Capital Reserve Fund Accounts Within Funds Non-Presentment of Bonds Trustee's Fees, Costs and Exp~nses Money to Be Held in Trust Repayment to Authority ARTICLE VIII Investments Investment of Funds Investment Through Trustee' Department Arbitrage Covenant s Bond 15 16 16 16 16 17 19 20 20 21 21 21 21 23 23 Section 901. Section 1001. Section 1002. Section 1003. Section 1004. Section 1005. Section 1006. Section 1007. Section 1008. Section 1009. Section 1010. Section 1011. Section 1101. Section 1102. Section 1003. Section 1104. Section 1105. Section 1106. Section 1107. Section 1108. Section 1109. Section 1110. Section 1111. Section 1112. ARTICLE IX Discharge of Indenture Discharge of Indenture ARTICLE X Default Provisions and Remedies of Trustee and Bondholders Events of Default Acceleration Sale of Local Bonds Other Remedies; Rights of Bondholders Right of Bondholders To Direct Proceedings Application of Funds Remedies Vested in Trustee Limitations on Suits Unconditional Right to Receive Principal and Interest Termination of Proceedings Waivers of Events of Default and Rescission of Acceleratio~ ARTICLE XI The Trustee Acceptance of Trusts and Obligations Fees, Charges and Expenses of Trustee Notice Required of Trustee Intervention by Trustee Merger or Consolidation of Trustee Resignation by Trustee Removal of Trustee Appointment of Successor Trustee; Temporary Trustee Concerning any Successor Trustee Trustee Protected in Relying on Resolutions Successor Trustee as Registrar, Custodian of Funds and Paying Agent Notification to Rating Agency 23 24 25 25 26 26 26 28 28 29 29 29 30 32 32 33 33 33 33 34 34 35 35 35 ARTICLE XII Supplemental Indentures Section 1201. Section 1202. Section 1203. Section 1204. Supplemental Indentures Not Requiring Consent of Bondholders Supplemental Indentures Requiring Consent Opinion of Counsel Required Consent of Borrowers Required in~ Certain Instances /1 37 .Section 1205. Notice to Borrowers Required 38 ARTICLE XIII 35 36 37 Amendment of Loan Aqreements, Local Reso~qt~o~$ and Local Bond:; Section 1301. Section 1302. Section 1303. Section 1304. Amendments Not Requiring Consent of Bondholders Amendments Requiring Consent Amendment by Unanimous Consent Opinion of Counsel Required 38 38 39 39 ARTICLE XIV Miscellaneous Section 1401. .Section 1402. Section 1403. Section 1404. Section 1405. section 1406. section 1407. ~ection 1408. Consents of Bondholders Limitation of Rights Limitation of Liability of Directors, Officers, etc., of Authority and the Trustee Notices Successors and Assigns Severability Applicable Law Counterparts 39 39 40 40 40 40 41 41 Appendix - Form of Bond THIS INDENTURE OF TRUST is made as of August 1, 1985, between the VIRGINIA RESOURCES AUTHORITY, a public body corporate and a political subdivision of the Commonwealth of Virginia ("Authority"), and United Virginia Bank, a state banking corporation organized under the laws of Virginia and having its principal corporate trust office in Richmond, Virginia, or its successors ("Trustee"). The Virginia Resources Authority Act, Chapter 21, Title 62.1, Code of Virginia of 1950, as amended ("Act"), empowers the Authority to, among other things, borrow money and issue its bonds and to use all or a portion of the proceeds to acquire local obligations to finance or refinance the cost of any project, as defined in the Act. In furtherance of the purposes of the Act, the Authority has authorized the issuance and sale of its Water and Sewer System Revenue Bonds, 1985 Series A, in the aggregate principal amount of $ (the "Bonds"). The Authority will assign to the Trustee the local obligations acquired with the proceeds from the sale of the Bonds. The Bonds shall be issued in registered form without coupons. The Bonds and Trustee's certificate of authentication with respect thereto are to be in substantially the form set forth in the Appendix to this Indenture, with such variations, omissions and~insertions as are permitted or required by this Indenture. All things necessary to make the Bonds valid, binding and legal limited obligations of the Authority, when authenticated by the Trustee and issued as provided in this Indenture, and to constitute this Indenture as a valid and binding agreement securing the payment ~of the principal of and premium, if any, and interest on the Bonds issued and to be issued hereunder have been done and performed. Subject to the terms hereof, the execution and delivery of this Indenture and the execution and issuance of the Bonds have in all respects been duly authorized. The Authority hereby covenants and agrees with the Trustee and with the holders, from time to time, of the Bonds as follows: , ARTICLE I Definitions and Rules of Construction Section 101. Definitions. The following words and terms shall have the following meanings in this Indenture unless the context requires otherwise: "Act" means the Virginia Resources Authority Act, Chapter 21, Title 62.1, Code of Virginia of 1950, as amended. "Authority" means the Virginia Resources Authority, a public body corporate and a political subdivision of the Commonwealth of Virginia. "Authorized Representative" means the Chairman, Vice Chairman or Executive Director of the Authority and any other member, officer or employee of the Authority authorized by resolution of the Board of Directors of the Authority to perform the act or sign the document in question. "Bond" or "Bonds" means the Virginia Resources Authority Water and Sewer System Revenue Bonds, 1985 Series A in the~ aggregate principal amount of $ Se~"Bond Fund" means the fund by that name established by ion 701J "Bond Payment Date" means the date on which any payment of principal of or interest on the Bonds is scheduled to become due and payable. "Bondholder" or "holder" means the registered owner of any Bond. "Borrower" means the issuer of a Local Bond. "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which commercial banking institutions generally are open for business in Virginia. "Capital Reserve Fund" means the fund by that name established by ~ection 701.~ "Capital Reserve Subaccounts" means the subaccounts by that name established by ~tion 701.~ "Closing Statement" means the statement of the Authority delivered at the closing of the issuance and sale of the Bonds setting forth the information required by, Section 309(g)3t· "Code" means the Internal Revenue Code of 1954, as amended, and applicable regulations, proposed regulations, procedures and rulings thereunder. "Costs of Issuance" means the costs incurred with respect to the issuance of the Bonds, including without limitation, costs and expenses of review by engineering consultants, Trustee's initial fees and expenses, rating agency fees, fees and expenses of financial consultants and attorneys, printing costs and expenses, fees and expenses of the Authority incurred in connection with the issuance and sale of the Bonds, including the administrative fee of the Authority. -2- "Costs of ~a_nce Account" means the account by that name established by ~S-~ct-~ 602~. "Event of Default" means any of the events enumerated in "Government Obligation" means direct obligations of, or obligations the payment of the principal of and premium, if any, and interest on which are unconditionally guaranteed by, the United States of America. by~Se~n"~03~. ' means the account by that name established "Loan Subaccoun~s the subaccounts by that name established bylSec~ib'n 603 ~ "Loan Agreement" means the agreement entered into between the Authority and each Borrower setting-forth the terms and conditions of the issuance of the Local Bonds by such Borrower and their purchase by the Authority. "Local Bonds" means the bonds issued by a Borrower and purchased by the Authority with proceeds of the Bonds. "Local Bond Interest Payments" means the payments made or to be made by a Borrower with respect to interest due or to ~-~ become due ,on or before the next Bond Payment Date on such Borrower's Local BondsA "Local Bond Principal Payments" means the payments made or to be made by a Borrower with respect to principal due or to --~ become due on or before the next Bond Payment Date on such Borrower's Local Bonds. "Local Bond Redemption Payments" means the payments of principal and premium, if any,~made by a Borrower with respect to the redemption before maturity of all or any portion of such Borrower's Local Bonds. "Opinion of Counsel" means a written opinion of any attorney or firm of attorneys, acceptable to the Trustee, who may be bond counsel or counsel for the Authority, the Trustee or any Borrower. "Outstanding", when used in reference to the Bonds, means as of a particular date, all Bonds authenticated and delivered under this Indenture except: (a) Any Bond cancelled or required to be cancelled by the Trustee at or before such date; -3- (b) Any Bond for the payment of which cash equal to the principal amount thereof with interest to the date of maturity shall have been deposited with the Trustee before maturity; (c) Any Bonds for the redemption of which cash or Government Obligations equal to the Redemption Price thereof shall have been deposited with the Trustee and for which notice of redemption shall have been given in accordance with this Indenture; (d) Any Bond in lieu of or in substitution for which another Bond shall have been authenticated and delivered pursuant to this Indenture; S~t~f~i~- (e) Any Bond deemed paid under the provisions of except that any such Bond shall be considered ~ntil the maturity or redemption date thereof only for the purposes of actually being paid; and (f) Any Bond not deemed 0 ts~~ding pursuant to, but only to the extent prOvided for in, ~ect~] ~ "Pe~t~d S~~ Investment" shall have the meaning set forth in 801.J "Project Costs" shall have the meaning set forth in the Chesterfield County Loan Agreement. "Rating Agency" means Moody's Investors Service, Inc. ("Moody's"), if the Bonds shall at the time be. rated by Moody' and Standard & Poor's Corporation ("S&P"), if the Bonds shall at the time be rated by S&P, and both Moody's and S&P if the Bonds shall at the time be rated by both Moody's and S&P. "Redemption Price" means, with respect to any Bond, the principal amount thereof, plus the accrued interest thereon to the redemption date and the applicable premium, if any, payable upon redemption thereof pursuant to the terms of the Bond and this Indenture. "Reserve Requirement" means, with respect to any Borrower, initially the amount specified for such Borrower in the Closing 'Sta~ement,~and thereafter the amount which is equal t~ the max!mum annual principal and interest payments due on the ~utstandin9 Local Bonds of such Borrower during any twelve month period commencing on the first day of~qvember. "Revenues" means (i) the revenues and receipts, if any, derived by the Authority from the Local Bonds and Loan Agreements, except amounts to be paid directly to the Authority or the Trustee pursuant to the Loan Agreements to pay or reimburse the Authority or the Trustee for the fees, charges and expenses of the Trustee, (ii) any proceeds of Bonds originally -4- deposited with the Trustee for the payment of accrued interest on the Bonds, and (iii) investment income in respect of any money held by the Trustee. "Trustee" means United Virginia Bank, Richmond, Virginia, or its successors serving as such hereunder. Section 102. Rules of Construction. The following rules shall apply to the construction of this Indenture unless the context requires otherwise: (a) Singular words shall connote the plural number as well as the singular and vice versa. (b) Words importing the redemption or calling for redemption of Bonds shall not be deemed to refer to or connote the payment of Bonds at their stated maturity. (c) Ail references in this Indenture to particular Articles or Sections are references to Articles or Sections of this Indenture unless otherwise indicated. (d) The headings and table of contents, as used in this Indenture are solely for convenience of reference and shall not constitute a part of this Indenture nor shall they affect its meaning, construction or effect. ARTICLE II Establishment of Trust Section 201. Grant. In order to provide for the payment of the principal of and the premium, if any, and interest on the Bonds, and to secure the performance of all of the obligations of the Authority under the Bonds and this Indenture, the Authority, subject to the terms of this Indenture, hereby pledges, assigns and grants to the Trustee a security interest in the following: (a) The Local Bonds and the Loan Agreements. (b) Ail of the Revenues. (c) The funds and accounts, including money and investments, held by the Trustee pursuant to the terms of this Indenture. (d) Ail other property of any kind mortgaged, pledged or hypothecated by the Authority or by anyone on its behalf or with its written consent at any time as and for additional security hereunder in favor of the Trustee, which is hereby authorized to receive all such property at any time and to hold and apply it subject to the terms of this Indenture. -5- (b) Any Bond for the payment of which cash equal to the principal amount thereof with interest to the date of maturity shall have been deposited with the Trustee before maturity; (c) Any Bonds for the redemption of which cash or Government Obligations equal to the Redemption Price thereof shall have been deposited with the Trustee and for which notice of redemption shall have been given in accordance with this Indenture; (d) Any Bond in lieu of or in substitution for which another Bond shall have been authenticated and delivered pursuant to this Indenture; S~c~~- - (e) Any Bond deemed paid under the provisions except that any such Bond shall of be considered ~r~ntil the maturity or redemption date thereof only for the purposes of actually being paid; and (f) Any Bond not deemed O ts~~ding pursuant to, but only to the extent provided for in, \Sect~5~~_ S~ ~Perm~t~d Investment" shall have the meaning set forth in goi. "Project Costs" shall have the meaning set forth in the Chesterfield County Loan Agreement. "Rating Agency" means Moody's Investors Service, Inc. ("Moody's"), if the Bonds shall at the time be. rated by Moody's, and Standard & Poor's Corporation ("S&P"), if the Bonds shall at the time be rated by S&P, and both Moody's and S&P if the Bonds shall at the time be rated by both Moody's and S&P. "Redemption Price" means, with respect to any Bond, the principal amount thereof, plus the accrued interest thereon to the redemption date and the applicable premium, if any, payable upon redemption thereof pursuant to the terms of the Bond and this Indenture. "Reserve Requirement" means, with respect to any Borrower, .initially the amount specified for such Borrower in the Closing Sta~ement,~_.and thereafter the amount ~hich is equal tQ the maximum annual principal and interest payments due on the ~utstandin9 Local Bonds of such Borrower during any twelve month period commencinq on the first day of~. "Revenues" means (i) the revenues and receipts, if any, derived by the Authority from the Local Bonds and Loan Agreements, except amounts to be paid directly to the Authority or the Trustee pursuant to the Loan Agreements to pay or reimburse the Authority or the Trustee for the fees, charges and expenses of the Trustee, (ii) any proceeds of Bonds originally -4- deposited with the Trustee for the payment of accrued interest on the Bonds, and (iii) investment income in respect of any money held by the Trustee. "Trustee" means United Virginia Bank, Richmond, Virginia, or its successors serving as such hereunder. Section 102. Rules of Construction. The following rules shall apply to the construction of this Indenture unless the context requires otherwise: (a) Singular words shall connote the plural number as well as the singular and vice versa. (b) Words importing the redemption or calling for redemption of Bonds shall not be deemed to refer to or connote the payment of Bonds at their stated maturity. (c) All references in this Indenture to particular Articles or Sections are references to Articles or Sections of this Indenture unless otherwise indicated. (d) The headings and table of contents, as used in this Indenture are solely for convenience of reference and shall not constitute a part of this Indenture nor shall they affect its meaning, construction or effect. ARTICLE II Establishment of Trust Section 201. Grant. In order to provide for the payment of the principal of and the premium, if any, and interest on the Bonds, and to secure the performance of all of the obligations of the Authority under the Bonds and this Indenture, the Authority, subject to the terms of this Indenture, hereby pledges, assigns and grants to the Trustee a security interest in the following: (a) The Local Bonds and the Loan Agreements. (b) Ail of the Revenues. (c) ~he funds and accounts, including money and investments, held by the Trustee pursuant to the terms of this Indenture. (d) Ail other property of any kind mortgaged, pledqed or hypothecated by the Authority or by anyone on its behalf or with its written consent at any time as and for additional security hereunder in favor of the Trustee, which is hereby authorized to receive all such property at any time and to hold and apply it subject to the terms of this Indenture. -5- The property described above is to be held by the Trustee in trust for the equal and proportionate benefit and security of the registered owners from time to time of the Bonds issued under and secured by this Indenture, without privilege, priority or distinctions as to the lien or otherwise of any of the Bonds over any of the others, on the terms and conditions set forth in this Indenture. ARTICLE III General Terms and Conditions of Bonds Section 301. Authority for Indenture. This Indenture has been executed and delivered pursuant to a resolution adopted by -- the Authority onAJuly 24~ 1985. The Bonds are issued for the purpose of providing funds to make loans to Borrowers to finance or refinance qualified projects under the Act. A portion of the proceeds of the Bonds will be used to pay Costs of Issuance. The Authority has ascertained that the execution of and the transactions contemplated by this Indenture are necessary or convenient in order to carry out the purposes of the Authority and to exercise the powers granted by the Act and that each covenant or agreement in this Indenture is necessary in order to secure the Bonds. Section 302. Indenture Constitutes Contract. In consideration of the purchase and acceptance of the Bonds by the Bondholders, the provisions of this Indenture shall be a part of the contract of the Authority with the Bondholders and shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the registered owners from time to time of the Bonds. Section 303. Obligation of Bonds. This Indenture creates a continuing pledge and lien to secure the full and final payment of the principal of and premium, if any, and interest on the Bonds. The Bonds are limited obligations of the Authority payable solely from the revenues and other property pledged by this Indenture. The Bonds shall contain on their face a statement to the effect that (i) neither the Commonwealth of Virginia, nor any political subdivision thereof, including the Authority, shall be obligated to pay the principal of or premium, if any, or interest on the Bonds or other costs incident thereto except from the revenues, money or property of the Authority pledged therefor, and (ii) neither the faith and credit nor taxing power of the Commonwealth of Virginia or any political subdivision thereof is pledged to the payments~ of the principal of or premium, if any, or interest on the Bonds. ~ection 304. Authorization of Bonds. There are hereby authorized to be issued revenue bonds of the Authority in the aggregate principal amount of $ -6- Section 305. Details of The Bonds authorized in Section 30q shall be designated "Water and Sewer System Revenue Bonds, 1985 Series A", shal~be issued as fully registered bonds, without coupons, in the denomination of $5,000, or in any integral multiple thereof, ~hall be dated August 1, 1985, and shall be numbered from R-1 dpward, sequentially. The Bonds shall bear interest, payable semitannually on the first day of May and November, at the rates indicated below, and shall mature, subject to prior redemption, on November 1 in each of the years and in the amount~ set forth below. Maturity Amount Rate Maturity Amount Rate Each Bond shall bear interest (a) from August '1, 1985, if it is authenticated before November 1, 1985, or (b) otherwise, from the May 1 or November 1 that is, or immediately precedes, the date on which such Bond is authenticated (unless the payment of interest on the Bond is in default, in which case the Bond shall bear interest from the date to which interest has been paid). Interest on the Bonds shall be computed on the basis of a year of 360 days and twelve 30 day months. The principal of and premium, if any, and interest on the Bonds shall be payable in lawful money of the United States of America, but only from the Revenues and other sources pledged to the payment thereof as provided in this Indenture. The principal of and any premium on the Bonds shall be payable at ,rthe principal corporate trust office of the Trustee upon esentation and surrender of the Bonds as they become due. ~_ terest on the Bonds shall be paid by check or draft mailed by .th~ Trustee on each Bond Payment Date to the~re~is~ered owne,rs pf t~e Bonds determined on the April i5 and ~ctobe~ ~5 next ~ pr~ce~dinq such Bond Payment Date~ at the addresses of such owners as th~_~ appear on the registration books of the Authority maintained by the Trustee. Section 306. Execution of Bonds. The Bonds shall be signed by the manual or facsimile signature of the Chairman or the Vice Chairman of the Authority, and the corporate seal of the Authority or a facsimile thereof shall be affixed, imprinted, lithographed or reproduced thereon and shall be attested by the manual or facsimile signature of the Executive Director of the Authority. 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 the Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he ~ had remained in office -7- 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 delivery of such Bond such persons may not have been such officers. Section 307. Authentication of Bonds. The Bonds shall bear a certificate of authentication, substantially as set forth in the form of the Bond attached as an Appendix to this Indenture, duly executed by the Trustee. The Trustee shall authenticate each Bond with the signature of an authorized officer or employee of the Trustee, but it shall not be necessary for the same person to authenticate all of the Bonds. Only such authenticated Bonds shall be entitled to any right or benefit under this Indenture, and such certificate on any Bond issued under this Indenture shall be conclusive evidence that the Bond has been duly issued and is secured by the provisions of this Indenture. Section 308. Form of Bonds. The Bonds shall be substantially in the form attached as an Appendix to this Indenture, with such appropriate variations, omissions and insertions as permitted or required by this Indenture. There may be endorsed on the Bonds such legend or text as may be necessary or appropriate to conform to any applicable rules.and regulations of any governmental authority or any usage or requirement of law with respect thereto. Section 309. Delivery of Bonds. The Trustee shall authenticate and deliver the Bonds when the following have been filed with it: (a) A certified copy of the resolution or resolutions of the Authority authorizing (i) the execution and delivery of this Indenture; (ii) the issuance, sale, execution and delivery of the Bonds; (iii) the execution and delivery of the Loan Agreements; and (iv) the purchase of the Local Bonds. (b) An original executed counterpart of this Indenture. (c) The executed Local Bonds, together with appropriate instruments transferring the Local Bonds to the Trustee. (d) An original executed counterpart of each Loan Agreement between the Authority and each Borrower. (e) The written opinion4of nationally recognized bond counsel to each of the Borrowers acceptable to the Trustee that (i) the issuance of the Local Bonds by such Borrower has been duly authorized; (ii) the Local Bonds are valid and binding obligations of such Borrower; and (iii) interest on the Local Bonds is exempt from present Federal and Virginia income taxes under laws, regulations, rulings and court decisions in effect on the date thereof. -8- (f) The written opinion of nationally recognized bond counsel acceptable to the Trustee that (i) the issuance of the Bonds by the Authority has been duly authorized; (ii) the Bonds are valid and binding limited obligations of the Authority; and (iii) interest on the Bonds is exempt from present Federal and Virginia income taxes under laws, regulations, rulings and court decisions in effect on the date thereof. (g) A Closing Statement signed by the Chairman or Vice Chairman of the Authority setting forth (i) the funds, accounts and subaccounts into which the proceeds of the Bonds are to be deposited; (ii) the amounts and The issuers of the Local Bonds; and (iii) the Local Bonds with ~spect to which Capital Reserve Subaccounts are to be established, the initial amounts to be deposited to such Subaccounts, and the initial Reserve Requirements with respect thereto. (h) A request and authorization of the Authority, signed by its Chairman or Vice Chairman, to the Trustee to authenticate and deliver the Bonds to such person or persons named therein upon payment to the Trustee for the account of the Authority of the purchase price of the Bonds plus accrued interest, if any, to the date of delivery. The proceeds from the sale of the Bonds shall be applied by the Trustee as provided, in Section 601. Section 310. Registration, Transfer and Exchange. The Authority shall cause books for the registration and transfer of the Bonds to be kept at the principal corporate trust office of the Trustee, and the Authority hereby appoints the Trustee as its registrar and transfer agent to keep such books and to make such registrations and transfers under such reasonable regulations as the Authority or the Trustee may prescribe. Upon surrender for transfer or exchange of any Bond at the principal corporate trust office of the Trustee, the Authority shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds of any authorized denomination for the aggregate principal amount which the registered Owner is entitled to receive, subject in each case to such reasonable regulations as the Authority or the Trustee may prescribe. All Bonds presented for transfer, exchange, redemption or payment shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and substance reasonably satisfactory to the Authority and the Trustee, duly executed by the registered owner or by his duly authorized attorney-in-fact or legal representative. No Bond may be registered to bearer. New Bonds delivered upon any transfer or exchange shall be valid obligations of the Authority, evidencing the same debt as the Bonds surrendered, shall be secured by this Indenture and -9- entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. Section 311. Charges for Exchange or Transfer. No charge shall be made for any exchange or transfer of Bonds, but the Authority~or the Trustee may require payment by the Bondholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Section 312. Temporary Typewritten Bonds. Until Bonds in prin~-~ ~-~m are ready for delivery, the Authority may issue and, upon its request, the Trustee shall authenticate, one or more temporary typewritten Bonds but otherwise in substantially the form described in this Indenture with appropriate variations, omissions and insertions. If Bonds are issued in temporary form, the Authority shall promptly prepare, execute and deliver to the Trustee Bonds in printed form and thereupon, upon presentation and surrender of Bonds in temporary form, the Trustee shall authenticate and deliver in exchange therefor Bonds in printed form of the same maturity and interest rate for the same aggregate principal amount. Section 313. Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond has been mutilated, lost, stolen or destroyed, the Authority shall.execute, and the Trustee shall authenticate and deliver, a new Bond of like date and tenor in exchange and substitution for, and upon delivery to the Trustee and 'cancellation of, such mutilated Bond, or in lieu of and in substitution for such lost, stolen or destroyed Bond; provided, however, that the Authority and the Trustee shall execute, authenticate and deliver a new Bond only if the registered owner thereof has paid the reasonable expenses and charges of the Authority and the Trustee in connection therewith and, in the case of a lost, stolen or destroyed Bond (i) has filed with the Authority and the Trustee evidence satisfactory to them that such Bond was lost, stolen or destroyed and that the Bondholder was the registered owner thereof and (ii) has furnished to the Authority and the Trustee indemnity satisfactory to them. If any such Bond has matured, instead of issuing a new Bond the Trustee may pay the same without surrender thereof upon receipt of the aforesaid evidence and indemnity. Section 314. Cancellation and Disposition of Bonds. Ail Bonds which ha~e been paid (whether at maturity, by acceleration or call for redemption or otherwise), delivered to the Trustee for exchange or transfer, purchased by the Trustee pursuant to Sections 702 or 703, or delivered to the Trustee by the Authority for cancellation shall not be reissued, and the Trustee shall cancel and, unless otherwise directed by the Authority, cremate, shred or otherwise dispose of such Bonds. The Trustee shall deliver to the Authority a certificate of any such cremation, shredding or other disposition of any Bond. -10- ARTICLE IV Redemption of Bonds Section 401. Optional Redemption. The Bonds maturinq on and after November 1, 1996, are subject to optional redemption by the Authority before maturity from any money available for such purpose, on or after November 1, 1995, in whole at any time, or in part (in any integral multiple of $5,000) on any Bond Payment Date, upon payment of the following redemption prices (expressed as a percentage of the principal amount of Bonds to be redeemed) plus accrued interest to the redemption date: Redemption Period Redemption Price November 1, 1995, through October 31, 1996 November 1, 1996, through October 31, 1997 November 1, 1997, through October 31, 1998 November 1, 1998,~hrough October 31, 1999 November 1r 1999, and thereafter 10 % 101 1/2% o1% 100 1/2% In the event any Local Bonds are to be redeemed before their maturity in accordance with their terms or the terms of this Indenture, the Trustee shall call Bonds of the Authority for optional redemption from maturities corresponding to the maturities of. the Local Bonds to be redeemed. Section 402. Mandatory Redemption. The Bonds maturing November 1, 2005, are required to be redeemed in part by the Authority on November 1 in the years and amounts shown below, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the redemption date: Year Amount Year Amount 2001 2oo41 The Bonds maturing November 1, 2015, are required to be redeemed in part by the Authority on November 1 in the years and amounts shown below, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the redemption date: Year Amount Year Amount 2006 2007 2008 2009 2010 2011 2012 2013 201 ~he Authority shall receive a credit in respect of payments required to be made on any mandatory redemption date in an amount -11- equal to the principal amount of any Bonds subject to mandatory redemption on such date that have been redeemed (otherwise than by mandatory redemption) before such mandatory redemption date or purchased by the Authority or the Trustee on behalf of the Authority and delivered to the Trustee for cancellation at least seventy days before such date, provided such Bonds have not previously been applied as a credit against any mandatory redemption payment. Section 403. Selection of Bonds for Redemption. Bonds to be called for mandatory redemption pursuant to Section 402 shall be selected by lot in such manner as the Trustee shall determine. If less than all the Bonds are to be redeemed otherwise than by mandatory redemption pursuant to Section 402, the particular Bonds or portions thereof to be called for redemption shall be selected by the Trustee from maturities corresponding to the maturities of the Local Bonds to be redeemed and by lot within a maturity. In the case of a Bond of a denomination greater than $5,000,~ the Trustee shall treat such Bond as representing the number of separate Bonds each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Bond by $5,000. New Bonds representing the unredeemed balance of the principal amount of such Bond in a denominati.on greater than $5,000 shall be issued to the registered owner thereof. Section 404. Notice of Redemption. When required to redeem Bonds under any provision of this Indenture or directed to do so by the Authority, the Trustee shall cause notice of the redemption to be mailed by first class mail, not less than twenty-five nor more than fifty days before the redemption date, to all registered owners of Bonds to be redeemed at their address as it appears on the registration books maintained by the Trustee, but the failure to mail any such notice or any defect in the mailing to any one or more registered owners shall not affect the validity of the redemption with respect to any registered owner to whom such notice was properly mailed. Any notice of redemption mailed in the manner specified above shall be deemed to have been duly given when mailed by the Trustee. Any such notice shall be given in the name of the Authority, shall identify the Bonds or portions thereof to be redeemed, shall specify the redemption date and the Redemption Price and shall state that on the redemption date the Bonds or portions thereof called for redemption will be payable at the principal corporate trust office of the Trustee and that from that date interest will cease to accrue. Section 405. Payment of Redemption Price. ~Bonds or portions thereof for the redemption of which the Redemption Price shall be on deposit with the Trustee in the Bond Fund and available to effect such redemption on the date fixed therefor shall be deemed to be paid, provided that the required notice of redemption shall have been given. -12- ARTICLE V General Covenants and Provisions Section 501. Payment of Bonds. The Authority shall promptly pay the principal of (whether at maturity, by acceleration or call for redemption or otherwise) and premium, if any, and interest on the Bonds on the dates and in the manner provided in this Indenture and in the Bonds; provided, however, that such obligations are limited obligations of the Authority and are payable solely from the revenues and other property pledged and assigned by this Indenture to the Trustee to secure payment of the Bonds. THE PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON THE BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CP~EDIT OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF. NEITHER THE COMMONWEALTH OF VIRGINIA NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES, MONEY OR PROPERTY OF THE AUTHORITY PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER ~OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS. Section 502. Covenants and Representations of Authority. The Authority shall faithfully observe and perform all covenants, conditions and agreements on its part contained in this Indenture, in every Bond executed, authenticated and delivered hereunder and in all proceedings of its Board of Directors pertaining thereto; provided, however, that the liability of the Authority under any such covenant, condition or agreement for any breach or default by the Authority shall be limited solely to and satisfied solely from the sources of Payment described in Section 501. The Authority represents that it is duly authorized under the Constitution and laws of the Commonwealth of Virginia, including particularly and without limitation the Act, to issue the Bonds, to execute this Indenture, to assign the Local Bonds and execute and assign the Loan Agreements, and to pledge the revenues, receipts and funds in the manner and to the extent set forth in this Indenture. The Authority further represents that all action-on its part necessary for the issuance of the Bonds and the execution and delivery of this Indenture has been duly and effectively taken and that the Bonds in the hands of the registered owners are and will be valid and enforceable obligations of the Authority. Section 503. Further Assurances. Subject to the provisions of Section 501, the Authority shall do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged or delivered, such indentures supplemental to this Indenture and such further acts, instruments and transfers as the Trustee may reasonably require for the better assuring, transferring, conveying, pledging and assigning to the Trustee of all the -13- rights assigned by this Indenture and the revenues and receipts pledged by this Indenture, including the Revenues, to the payment of the principal of and premium, if any, and interest on the Bonds. The Authority shall fully cooperate with the Trustee in protecting the rights and security of the Bondholders. Section 504. Records and Accounts; Inspections and Reports. The Authority shall maintain or cause to be maintained proper books of record and account, separate from any of its other records and accounts, showing complete and correct entries of all transactions relating to the Bonds and the Local Bonds. All books and documents in the Authority's possession relating to the Bonds and the Revenues derived by the Authority from the Local Bonds and Loan Agreements shall at all times be open to inspection by such agents as may be designated by the Trustee or the holders of twenty-five percent (25~) or more in aggregate principal amount of Bonds then Outstanding. The Authority shall have an annual audit made by an independent certified public accountant and, within 120 days after the end of each of its annual accounting periods, shall furnish to the Trustee copies of the report of such accountant, including statements in reasonable detail, certified by such accountant, reflecting the financial position of the Authority as of the end of such accounting period and the results of its operations and changes in the financial position of its funds for such accounting period. Section 505. Rights under Local Bonds and Loan Aqreements. The Trustee in its own name or in the name of the Authority may enforce all rights of the Authority and all obligations of Borrowers under the Local Bonds and Loan Agreements for and on behalf of the Bondholders, whether or not the Authority is in default under this Indenture. Section 506. Restrictions on Sale or Prepayment of Local Bonds'. The Trustee shall not sell any of the Local Bonds before the date on which the Bonds are redeemable without premium. In the event of any sale of any Local Bond the proceeds thereof shall be in an amount not less than the aggregate of (i) the unpaid principal amount of the Local Bond to be sold, (ii) the interest to accrue on the Local Bond to be sold to the next Bond Payment Date, and (ii~i) the costs and expenses of the~Trustee in effecting the redemption of Bonds corresponding to the principal amount of the Local Bond to be sold. The Trustee shall not permit any Borrower to prepay before maturity its Local Bond except as provided for by the terms of the Local Bonds. Notwithstanding the foregoing, upon the occurrence and continuance of an Event of Default, the Trustee may sell the Local Bonds in accordance with the provisions of Section 1003. Section 507. Disposition of the Proceeds of Prepayment oF Local Bonds. In the event Local Bonds are redeemed in whole or in part by any Borrower, the proceeds of such redemption, except an amount thereof equal to the costs and expenses of the Authority and the Trustee in effecting the redemption of Bonds corresponding to the principal amount of the Local Bonds redeemed, shall be deposited into the Redemption Account of the Bond Fund and applied to the purchase or redemption of Bonds in accordance with the provisions of this Indenture. section 508. Tax-Exempt Status of Bonds. 'The Authority represents that it has not taken or omitted to take, and agrees that it shall not take or omit to take or permit the Trustee to take or omit to take, any action which, if taken or omitted to be taken, would adversely affect the exemption from Federal income taxation-of interest on the Bonds, including, without limitation, any action which, if taken or omitted, would violate the requirements contained in Section 103 of the Code. Section 509. Reports by Trustee. The Trustee shall make periodic reports to the Authority of all money received, invested and expended by it. The Trustee shall furnish to the Authority upon request (i) a statement of the principal amount of Bonds outstanding and unpaid as of the date of such request, (ii) the amount on deposit in the funds and accounts established by the Indenture, and (iii) such information as may be necessary to complete the annual audit of the Authority as required by the Act or to make any other report required by any other law now or hereafter in effect. Section 510. Additional Obligations. (a) The Authority ~shall not issue any bonds, notes or other evidences of indebtedness or incur any obligation or indebtedness which will be secured by a charge or lien on the Local Bonds or Loan Agreements or by a pledge of Revenues or other funds pledged by this Indenture to the payment of the Bonds. (b) Subject to the restrictions set forth in subsection (a) of this Section, the Authority reserves the right in its sole discretion and without the consent of the Trustee or the Bondholders to issue from time to time bonds, notes and other evidences of indebtedness and incur any obligations or indebtedness. ARTICLE VI Application of Bond Proceeds Section 601. Application of Bond Proceeds. The Trustee shall apply the proceeds from the sale of the Bonds as follows: (a) The sum of $, which is the amount of interest accrued on the Bonds from August 1, 1985, to the date of their issuance, shall be deposited in the Interest Account of the Bond Fund; (b) The sum specified in the Closing Statement shall be deposited in the Capital Reserve Fund and credited to the -15- respective Capital Reserve Subaccount of each Borrower as set forth in the Closing Statement; (c) The sum specified in the Closing Statement shall be deposited in the Costs of Issuance Account; and (d) The balance of the proceeds shall be deposited in the Loan Fund and credited to the respective Loan Subaccount of such Borrower as set forth in the Closing Statement. Section 602. Costs of Issuance Account. There is hereby created with the Trustee a Costs of Issuance Account in which is to be held the funds transferred to it pursuant to Section 601(c). The funds in the Costs of Issuance Account shall be used to pay or to reimburse the Authority for Costs of Issuance upon requisition signed by an Authorized Representative stating the amount and purpose of any such payment. Any interest earned or other income derived from the investment of funds in the Costs of Issuance Account shall be transferred by the Trustee to the Authority. Any funds remaining in the Costs of Issuance Account · after payment of all Costs of Issuance shall be paid to and deposited in the Loan Account and credited to the respective Loan Subaccounts of each Borrower in the ratio that the original amount credited to each Loan Subaccount bears to the original amount credited to all Loan Subaccounts. Section 603. Loan Account. There is hereby established with the Trustee a'Loan Account and within such Account separate Loan Subaccounts for each Borrower. There shall be deposited in the Loan Account and credited to the respective Loan Subaccount of each Borrower the amounts specified in the Closing Statement. Except as otherwise provided in this Section for transfers to other funds and accounts under this Indenture, the funds in the Loan Subaccount of each Borrower shall be disbursed in accordance with the terms of its respective Loan Agreement. ARTICLE VII Funds and Accounts Section 701. Creation of Funds and Accounts. There are hereby established with the Trustee the following additional funds and accounts: (a) Revenue Fund; (b) Bond Fund and its Principal Account, Interest Account and Redemption Account; and (c) Subaccounts. Capital Reserve Fund and its Capital Reserve Section 702. Revenue Fund. There shall be deposited in the Revenue Fund all amounts received by the Trustee under the terms -16- of the Local Bonds and Loan Agreements (except amounts paid by any Borrower to replenish its respective Capital Reserve Subaccount or amount~ paid directly to the Authority to pay or reimburse the Authority for the fees, charges and expenses of the Trustee) and all amounts transferred to the Revenue Fund from other funds and accounts pursuant to the terms of this Indenture. On each Bond Payment Date, the Trustee shall make the following transfers from the Revenue Fund: (a) To the Interest Account of the Bond Fund, an amount equal to all Local Bond Interest Payments; (b) To the Principal Account of the Bond Fund, an amount equal to all Local Bond Principal Payments; (c) To the Redemption Account of the Bond Fund, an amount equal to all Local Bond Redemption Payments; and (d) To the~Borrowers, any balance remaining in the Revenue Fund~ such balance t~ be distributed to the Borrowers _on a pro rata basis based on the percentaqe of each Borrowe~'~ payments into the Revenue Fund since the Drevious Bond ~avment Dater takin9 into account the length of time such payments have been held therein. At any time after November 1, 2001, the Trustee shall use money in the Revenue Fund derived from Local Bond Interest Payments and Local Bond Principal Payments to purchase any Bonds then subject to mandatory redemption at the most advantageous price obtainable with due diligence, such price not to exceed the Redemption Price of such Bonds applicable on the next ensuing redemption date for such Bonds. Bonds shall not be purchased pursuant to this paragraph during the fifteen days next preceding any Bond Payment Date. Any Bonds purchased by the Trustee pursuant to this Section shall be cancelled. If the Trustee purchases Bonds then subject to redemption as provided above at a purchase price less than the Redemption Price of such Bonds, ~he difference between the purchase price of such Bonds and the Redemption Price shall be transferred to the Borrowers. The amount of any such transfer to a particular Borrower shall be determined by multiplying the difference between the purchase price and the Redemption Price by a fraction the numerator of which is the total of such Borrower's Local Bond Principal Payments and Local Bond Interest Payments then in the Revenue Fund and the denominator of which is the total of all of the Borrower's Local Bond Principal Payments and Local Bond Interest Payments then in the Revenue Fund. Section 703. Bond Fund. (a) Amounts in the Interest Account of the Bond Fund shall be used to pay interest due on the Bonds. (b) Amounts in the Principal Account of the Bond Fund shall be used to pay the principal due on the Bonds whether at maturity, upon mandatory redemption or upon acceleration. -17- (c) Amounts in the Redemption Account of the Bond Fund shall be used on the applicable redemption date to pay the ~/0rincipal of and premium, i~ ~nv. on Bonds to be redeemed (otherwise than by mandatory redemption) or to purchase Bonds as provided in this Section. The Trustee shall use money in the Redemption Account and~ up to the amount of accrued interest,.. if an¥~ money in the Interest Accou~% to purchase any Bonds then subject to redemption from maturities corresponding to the maturities of the Local Bonds to be redeemed at the most advantageous price obtainable with due diligence, such price not to exceed the Redemption Price of such Bonds applicable on the next ensuing redemption date for such Bonds. Bonds shall not be purchased pursuant to this Section during the fifteen days next preceding any Bond Payment Date. Any Bonds purchased by the Trustee pursuant to this Section shall be cancelled. If the Trustee purchases Bonds then subject to redemption as provided in this Section at a purchase price less than the Redemption Price of such Bonds, the difference between the purchase price of such Bonds and the Redemption Price shall be transferred to the Borrowers. The amount of any such transfer to a particular Borrower shall be determined separately for each maturity of Bonds so purchased by multiplying the difference between the purchase price and the Redemption Price for each such maturity by a fraction the numerator of which is the total of such Borrower's payments into the Redemption Account which were made for the purpose of redeeming Local Bonds with corresponding maturities.and the denominator of which is the total of all payments by all Borrowers into the Redemption Account which were made for the purpose of redeeming Local Bonds with corresponding maturities. (d) Any income or interest earned on the investment of money in the Bond Fund shall be transferred upon receipt to the Borrowers on a prorata basis based on the percentage of each Borrower's payments thereto, taking into account the length of time such payments have been held therein. Any funds transferred to the Redemption Account pursuant to Section 603 shall be invested subject to the restrictions set forth in such Section. (e) In the ~vent any Borrower defaults in any payment of principal or interest due on a Local Bond and such default results in a deficiency in the amount on deposit in the Bond Fund to pay the principal of and interest on the Bonds when due, the Trustee shall transfer first from the Capital Reserve Subaccount, if any, of such Borrower, and to the extent that is not sufficient, from the Loan Subaccount of such Borrower, to the Interest Account or Principal Account of the Bond Fund, as appropriate, an amount sufficient to cure such deficiency. Notwithstanding the foregoing, any such transfer shall not relieve the Borrower of its obligation to make future payments due on its Local Bonds. -18- Section 704. Capital Reserve Fund. The Capital Reserve Fund shall have Capital Reserve Subaccounts with respect to each of the Borrowers. The initial amounts to be deposited to such Capital Reserve Subaccounts.and the Reserve Requirement with respect thereto shall be as specified in the Closing Statement. Any income or interest earned on the investment of money in the Capital Reserve Subaccount of any Borrower shall be retained in such Subaccount until disposed of as provided for in this Section. In the event any Borrower defaults in any payment of principal or interest due on its Local Bond and such default results in a deficiency in the amount on deposit in the Interest Account or Principal Account of the Bond Fund to pay the principal of and interest on the Bonds when due, the Trustee shall transfer the amount of such deficiency from the Capital Reserve Subaccount of such defaulting Borrower to the Interest Account or Principal Account of the Bond Fund as appropriate. At the time of any such transfer from the Capital Reserve Subaccount of any Borrower, the Trustee shall notify the Authority and such Borrower of such fact. The Capital Reserve Subaccount of each Borrower shall be used solely to cure deficiencies in the amount on deposit in the Principal Account or the Interest Account of the Bond Fund resulting from a default in the payment of principal or interest due on the Local Bonds of such Borrower. In no event shall the Trustee use funds in the Capital Reserve Subaccount of any Borrower to cure a deficiency in the Bond Fund resulting from a default in the payment of principal of or interest on the Local Bonds of any other Borrower. Promptly after each Bond Payment Date the Trustee will determine if the balance on deposit in the Capital Reserve Subaccount of each Borrower is at least equal to the Reserve Requirement for such Borrower. In making such determination, securities in which funds in the Capital Reserve Subaccount are invested shall be valued at the lower of amortized cost or current market pricer provided, however, United States Treasury ~bli~ations~ State and Local Government Series (SLG$) shall b~ .valued at cost. If there exists a deficit in the Capital Reserve Subaccount of any Borrower, the Trustee shall notify the Authority and such Borrower of such fact and the amount of the deficit, and, if such deficit shall continue to exist, the Chairman of the Authority shall, in accordance with Section 62.1- 215 of the Act, on or before the first day of December of each year, make and deliver to the Governor and the Secretary of Administration of the Commonwealth of Virginia a certificate setting forth the amount of such deficit. In determining whether a deficit continues to exist, the Chairman of the Authority shall not take into account any deficit resulting from the valuation by the Trustee of the securities in the Capital Reserve Subaccounts as long as the monthly payments required to be made by the Borrowers to replenish their respective Capital Reserve Subaccounts have been and are continuing to be made as and when -19- required by their respective Loan Agreements or Local Resolutions (as defined in the Loan Agreements). Any payments made by a Borrower to replenish any deficit in its Capital Reserve Subaccount shall be deposited by the Trustee in the Capital Reserve Subaccount of such Borrower until the balance therein is equal to the Reserve Requirement for such Borrower and then shall be paid by the Trustee to the Authority to be used by the Authority to repay to the Commonwealth of Virginia any amounts which have been appropriated by the General Assembly of the Commonwealth of Virginia pursuant to Section 62.1-215 of the Act to cure any deficit in the Capital Reserve Subaccount of such Borrower. If there exists a surplus in the Capital Reserve Subaccount of any Borrower, the Trustee shall transfer the amount of such surplus to the Interest Account of the Bond Fund and shall notify such Borrower of the amount so transferred. Notwithstanding the foregoing, however, any earnings from the investment of any amounts in a Capital Reserve Subaccount as to which a deficiency then exists shall be paid to the Authority for repayment to the Commonwealth as described above. Each Borrower shall receive a credit against the next ensuing interest payment due on its Local Bonds for the amount of any surplus transferred from the Capital Reserve Subaccount of such Borrower to the Interest Account as set forth in the notice of the Trustee. Upon payment in full of all Local Bonds of a particular Borrower, the balance in such Borrower's Capital Reserve Subaccount shall be paid to, or as otherwise directed by, such Borrower. Section 705. Accounts Within Funds. Upon payment of its additional reasonable costs and expenses, if any, the Trustee may create additional accounts or subaccounts within any fund or account established by this Indenture if it deems such additional accounts or subaccounts to be necessary for the proper administration of the various funds created under this Indenture. In making transfers from any such fund or account, the Trustee shall draw on accounts or subaccounts therein so long as required transfers can be made consistently with the provisions of this Indenture. Section 706. Non-Presentment of Bonds. If any Bond is not presented for payment when the principal thereof becomes due (whether at maturity, by acceleration, call for redemption or otherwise), all liability of the Authority to the registered owner of the B6nd for the payment of such Bond shall be completely discharged if funds sufficient to pay the principal of and premium, if any, and interest due on such Bond to its maturity or redemption date shall be held by the Trustee for the benefit of the registered owner thereof, and thereupon it shall be the duty of the Trustee to hold such funds, without liability for interest thereon, for the benefit of the registered owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim under this Indenture or on such Bond. -20- Any money which shall have been set aside by the Trustee for the payment of the principal of and premium, if any, and interest on the Bonds and which shall remain unclaimed by the registered owner of any of the Bonds for a period of~four years and eleven months after the date on which such money shall have become payable, shall, unless otherwise required by'law, be paid to the Authority, and thereafter the registered owners of such Bonds shall look only to the Authority as unsecured creditors for the payment thereof and then only to the extent of the amount so received, without any interest thereon and the Trustee shall have no responsibility with respect to such money. Section 707. Trustee's Fees, Costs and Expenses. The initial or acceptance fees and expenses of the Trustee shall be paid from the Costs of Issuance Account as and when the same shall become due. All other reasonable fees and expenses of the Trustee are to be paid by the Authority. All such payments which are received by the Trustee shall not be deposited in the funds or accounts established by this Indenture but shall be deposited by the Trustee in a separate account or accounts appropriately designated and shall be expended by the Trustee solely for the purposes for which such payments are received. Section 708. Money to be Held in Trust. Ail money required to be deposited with or paid to the Trustee for the account of any of the funds or accounts created by this Indenture shall be held by the Trustee in trust, and except for money deposited with or paid to the Trustee for the redemption of Bonds, notice of the redemption of which has been duly given, shall, while held by the Trustee, constitute part of the trust estate and be subject to the lien of this Indenture. Section 709. Repayment to Authority. After payment in full of the Bonds and the fees, charges and expenses of the Trustee and other amounts required to be paid under this Indenture, all amounts remaining in any of the funds or accounts created by this Indenture shall be paid to the Authority, except for amounts held for payment of the principal of and premium, if any, and interest on the Bonds. ARTICLE VIII Investments Section 801. Investment of Funds. Any of the following shall be "Permitted Investments" under this Indenture: (a) Government Obligations; (b) Bonds, notes and other evidences of indebtedness to which the full faith and credit of the Commonwealth of Virginia or of any political subdivision thereof are pledged for the payment of the principal and interest or which are issued by the Commonwealth of Virginia~ any agency or political -21- subdivision thereof or any district, authority or other political body of the Commonwealth of Virginia and which are rated AA or higher by at least one of the nationally recognized rating agencies; (c) Bonds, notes and other obligations of the Government National Mortgage Association, Federal Land Banks, Federal Home Loan Banks, the Federal Intermediate Credit Banks, Federal Banks for Cooperatives, Tennessee Valley Authority, Farmers' Home Administration, and the Export-Import Bank of the United States; (d) Bonds, notes, debentures, participations and other obligations issued by the Federal National Mortgage Association to the extent such obligations are guaranteed by the Government National Mortgage Association; and- (e) Any other obligation of the United States of America or any Federal agencies which may then be purchased with funds belonging to the Commonwealth of Virginia or held in the Treasury of the Commonwealth of Virginia. Any investments described in subsections (a), (b) and (c) of this section may be purchased by the Trustee pursuant to a repurchase agreement with any bank, including an affiliate of the Trustee, as principal and not as a9en~, within or without the Commonwealth of Virginia having a combined capital, surplus and undivided profits of not less than $50,000,000 and acceptable to the Trustee. Such repurchase agreement shall be considered a purchase of such securities even if title to and/or possession of Such securities is not transferred to the Trustee, so long as (i) the repurchase obligation of the bank is collateralized by the securities themselves, (ii) such investments have, on each day the repurchase agreement is in effect a fair market value equal to at least 100K of the amount of the repurchase obligation of the bank, including principal and interest, and (iii)(A) such investments are held by the Trustee or a third party as agent for the benefit of the Trustee as fiduciary for the holders of the Bonds and not as agent for the bank serving as Trustee in its commercial capacity or any other party and are segregated from securities owned generally by such third party, or (B) a perfected security interest in such securities is created for the benefit of the holder of the Bonds under the Uniform Commercial Code of Virginia or book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. In addition, investments in a money market or other fund, investments of which fund are exclusively in obligations or securities described in subsections (a), (b) and (c) of this section, shall be considered investments in obligations described in subsections (a), (b) and (c) of this section. Any money held as part of any fund or account established by this Indenture shall be invested or reinvested in Permitted Investments specified by an Authorized -22- Representative. Any such Permitted Investments shall be held by or under the control of the Trustee and while so held shall be deemed a part of the fund or account in which such money was originally held, and the interest accruing thereon and any profit realized from such Permitted Investments, including realized discounts on obligations purchased, shall be credited to such fund or account, and any loss resulting from such Permitted Investments shall be charged to such fund or account. The Trustee shall sell and reduce to cash a sufficient amount of such Permitted Investments whenever the cash balance in any fund or account pooled government fund is insufficient for its purposes. Ail Permitted Investments held pursuant to this Section shall mature or be subject to redemption at the option of the holder at the times at which the Trustee reasonably estimates the invested money will be needed for the purposes of the fund -'or account from which the investment was made, except with respect to time deposits which shall have a· maturity not in excess of one year. Notwithstanding anything in this Indenture to the contrary, any amounts held in the Capital Reserve Subaccount of the Prince William County Service Authority shall be invested only in Government Obligations with a yield calculated in accordance with Section 103(c) of the Code not to exceed the yield on such Authority's Local Bonds as such yield is specified to the Trustee in writing by the Prince William County Service Authority. Section 802. Investments through Trustee's Bond Department. The Trustee may make investments permitted by Section 801 through its own trust or bond department. Section 803. ArbitraGe Covenant. The Authority covenants that so long as any of the Bonds remain Outstanding, money on deposit in any of the funds and accounts established by this Indenture will not be used in a manner which will cause the Bonds to be classified as "arbitrage bonds" within the meaning of Section 103(c) of the Code. The Trustee shall be entitled to receive and may request from time to time from the Authority written directions from a nationally recognized bond counsel acceptable to the Trustee regarding the interpretation of Section 103(c) of the Code, and the Trustee agrees that it will comply with such directions (upon which the Trustee and the Authority may conclusively rely) so as to enable the the Authority to perform its covenant under this Section. ARTICLE IX Discharge of Indenture Section 901. Discharge of Indenture. If (i) all Bonds secured by this Indenture shall have become due and payable (whether at maturity, by acceleration or call for redemption) -23- or irrevocable instructions to redeem the Bonds or pay them at maturity have been given by the Authority to the Trustee, and (ii) the Trustee holds cash or noncallable Government Obligations the principal of and interest on which at maturity will be sufficient (A) if Bonds have been called for redemption, to redeem in accordance with the relevant Section of this Indenture all such Bonds on the date set for such redemption, (B) to pay at maturity all Outstanding Bonds or, if a portion of the Bonds has been called for redemption, all Outstanding Bonds not called for redemption, (C) to pay interest accruing on all Bonds until their redemption or payment at maturity, and (D) to pay to the Trustee its reasonable fees and expenses and any other fees and expenses, including the costs and expenses of cancelling and discharging this Indenture, the Trustee shall cancel and discharge the lien of this Indenture and execute and deliver tO the Authority such instruments in writing as shall be required to cancel the lien hereof, and assign and deliver to the Authority any property at the time subject to this Indenture which may then be in its possession, except funds or securities in which such funds are invested which are held by the Trustee for the payment of principal of and premium, if any, and interest on the Bonds. In the event that all of the Bonds secured by this Indenture are paid or deemed paid in accordance with the terms of this Indenture, then the right and interest of the Trustee in and to the trust estate created by this Indenture and all covenants, agreements and other obligations of the Authority to the registered owners of the Bonds will cease and be discharged and satisfied, and the Trustee shall execute and deliver to the Authority such instruments as are necessary to. cancel and discharge the lien of this Indenture. In the event any Bonds are paid or deemed to be paid in accordance with the terms of this Indenture, then such Bonds will cease to be entitled to any lien, benefit or security under this Indenture (other than the right'to receive payment and certain rights regarding registration and transfer) and all covenants, agreements and other obligations of the Authority to the registered owners of such Bonds will cease and be discharged and satisfied. ARTICLE X Default Provisions and Remedies of Trustee and Bondholders Section 1001. Events of Default. events shall be an Event of Default: Each of the following (a) Default in the payment of any interest on any Bond when due and payable; (b) Default in the payment of the principal of or premium on any Bond when due and payable (whether at maturity, by acceleration, call for redemption or otherwise); -24- (c) Default by the Authority in the performance or observance of any of the other covenants, agreements or conditions of the Bonds or this Indenture and the failure to cure such default within sixty days after written notice specifying such default and requesting that it be cured is given to the Authority by the Trustee; (d) An order or decree shall be entered, with the consent or acquiescence of the Authority, appointing a receiver or receivers of the Revenues, or if such order or decree, having been entered without the consent or acquiescence of the Authority, shall not be vacated or discharged or stayed on appeal within sixty days after the entry thereof, or, in the case of any such default which cannot with diligence be cured within such sixty-day period, the failure of the Authority to proceed promptly to commence to cure the default and thereafter to prosecute the curing of the default with diligence; or (e) Any proceeding shall be instituted, with the consent or acquiescence of the Authority, for the purpose of effecting a composition between the Authority and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any Federal or state statute now or hereafter enacted, if the claims of such creditors are under any circumstances payable from Revenues. Section 1002. Acceleration. Upon the occurrence and continuance of an Event of Default, the Trustee may, and if not less than a majorit requested by the registered owners of in aggregate principal amount of Bonds then Outstanding shall, by notice in writing delivered to the Authority, declare the entire unpaid principal of and interest on the Bonds due and payable. Upon any such declaration, the Authority shall forthwith pay to the Trustee for payment to the registered owners of the Bonds the entire unpaid principal of and accrued interest on the Bonds, but only from the Revenues and other funds specifically pledged for such purpose. Section 1003. Sale of Local Bonds. Upon the occurrence and continuance of an Event of Default, the Trustee may, upon thirty days notice to the Authority and the Borrowers, sell all, but not less than all, of the Local Bonds of any one or more Borrowers at public or private sale in such manner and for such price as the Trustee in its discretion may determine. The proceeds of any such sale of Local Bonds shall be applied first to the payment of expenses of the sale with any balance being deposited in the Bond Fund and applied to the payment of the Bonds in the manner and order of priority provided for in this Indenture. Upon any such sale of the Local Bonds of any Borrower, any Capital Reserve Subaccount held by the Trustee with respect to such Borrower shall be released from the security interest, lien and pledge of this Indenture, shall no longer be considered in determining whether a deficiency exists under -25- Section 704, and shall be transferred to such Borrower or to such other person or entity as may be directed by such Borrower in writing. The Trustee shall execute any instruments or certificates reasonably requested by the Borrower to evidence such release. Section 1004. Other Remedies; Rights of Bondholders. Upon the occurrence and continuance of an Event of Default, the Trustee may proceed to protect and enforce its rights and the rights of the Bondholders by mandamus or other action, suit or proceeding at law or in equity for specific performance of any agreement herein contained. Upon the occurrence and continuance of an Event of Default, if requested to do so by the registered owners of not less than a majorit~ ~_ in aggregate principal amount of Bonds then outstanding and if indemnified as provided in Section 1101(1), the Trustee shall exercise such one or more of the rights and remedies conferred by this Article as the Trustee, upon being advised by counsel, shall deem most expedient in the interests of the Bondholders. No remedy conferred by this Indenture upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bondholders under this Indenture or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any default or Event of Default under this Indenture, whether by the Trustee pursuant to Section 1010 or by the Bondholders, shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereto. Section 1005. Right of Bondholders To Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the registered owners of a majority in aggregate principal amount of Bonds then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, provided tha% such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture. Section 1006. Application of Funds. Ail amounts received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the costs and expenses of the proceedings resulting in the collection of such amounts, the expenses, liabilities and advances incurred or made by the Trustee and the fees of the Trustee and the -26- expenses of the Authority in carrying out this Indenture, be deposited in the Bond Fund. All money in the Bond Fund shall be applied as follows: (a) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such money shall be applied: First - To the payment to the registered owners entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference; and Second - To the payment to the registered owners entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture), with interest on such Bonds at the rate specified therein from the date on which they became due and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then first to the payment of such interest, ratably, according to the amount of such interest due on such date, and then to the payment of such principal, ratably, according to the amount of such principal due on such date, to the persons entitled thereto, without any discrimination or preference. (b) If the principal of all the Bonds shall have ~ecome due or shall have been declared due and payable, all such money shall be applied to the payment of the principal and interest then due and unpaid on the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or preference. (c) If the principal of all the Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article, then, subject to the provisions of subsection (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the money shall be applied in accordance with the provisions of subsection (a) of this Section. -27- Whenever money is to be applied pursuant to the. provisions of this Section, such money shall be applied at such times and from time to time as the Trustee shall determine, having due regard to the amount of such money available for application and the likelihood of additional money becoming available for such application in the future. Whenever the Trustee shall apply such money, it shall fix the date on which such application is to be made and on such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such money and of the fixing of any such date, and shall not be required to make payment to the registered owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever the principal and premium, if any, of and interest on all Bonds have been paid under the provisions of this Section and all expenses and charges of the Trustee have been paid, any balance remaining in the Bond Fund shall be paid to the Authority as provided in Section 709. Section 1007. Remedies Vested in Trustee. Ail rights of action (including the right to file proof of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto and any such suit or proceeding instituted by the Trustee may be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any registered owners of the Bonds, and any recovery of judgment shall be for the equal benefit of the registered owners of the Outstanding Bonds. Section 1008. Limitations on Suits. Except to enforce the rights given under Section 1009, no registered owner of any Bond shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture, unless (i) an Event of Default has occurred and is continuing of which the Trustee has been notified as provided in Section ll01(h), or of which by such Section it is deemed to have notice, (ii) the registered owners of not less than twenty-five percent in aggregate principal amount of Bonds then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers granted to it or to institute such action, suit or proceeding in its own name, (iii) they have offered to the Trustee indemnity as provided in Section 1101(1), (iv) the Trustee has for thirty days after such notice failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding, (v) no direction inconsistent with such written request has been given to the Trustee during such thirty day period by the registered owners of a majority in aggregate priqcipal amount of Bonds then Outstanding, and (vi) notice of such action, suit or proceeding, is given to the Trustee. It is -28- intended that no one or more registered owners of the Bonds shall have any right to affect, disturb or prejudice this Indenture or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided herein and for the equal benefit of the registered owners of all Bonds then Outstanding. The notification, request and offer of indemnity set forth above, at the option of the Trustee, shall be conditions precedent to any action or cause of action for the enforcement of this Indenture or for any other remedy hereunder. Section 1009. Unconditional Right To Receive Principal and Interest. Nothing in this Indenture shall, however, affect or impair the right of any Bondholder to enforce, by action at law, payment of the principal of or premium, if any, or interest on any Bond at and after the maturity thereof or on the date fixed for redemption or (subject to the provisions of Section 1002) upon the same being declared due before maturity as provided herein, or the obligation of the Authority to pay the principal of and premium, if any, and interest on each of the Bonds to the registered owners thereof at the time and place, from the source and in the manner set forth in this Indenture and in the Bonds. Section 1010. Termination of Proceedings. If the Trustee shall have commenced the enforcement of any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, the Authority and the Trustee shall be restored to their former positions and rights under this Indenture, ~ ~ all rights, remedies and powers of the Trustee shall continu~ as if no such proceedings had been taken. .Section 1011. Waivers of Events of Default and Rescission of Acceleration. The Trustee may in its discretion waive an Event of Default and its consequences and rescind any acceleration of maturity of principal of and interest on the Bonds, and shall do so if the Event of Default is cured prior to any sale of the Local Bonds pursuant to Section 1003 and prior to any payment to the registered owners of the Bonds pursuant to Section 1002, or at the written request of the registered owners of~a majority in aggregate Drinci al amount O .... · _ P of Bonds then u~standing; provided, however, thatAthere shall not be waived ..without the consent of the registered owners of all Bonds then .Outstanding (i) any Event of Default in the payment of the pr!nclpal of any Outstanding Bonds (whether at maturity~ upon redemption or otherwise), 6r '("ti) an.~ default in the payment when due of the interest o~..a~ such Bond~ unles~ before such waiver or recission~ . (1) there shall have been paid or provided for all arrears of principal and interest in respect of which such default shall have occurred and all expenses of the Trustee in connection with such default, and -29- (2) in case of any such waiver or rescission or in the case of any discontinuance, abandonment or adverse determination of any proceeding taken by the Trustee on account of any such default, the Authority, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder respectively~A A ARTICLE XI The Trustee Section 1101. Acceptance of Trusts and Obligations. The Trustee hereby accepts the trusts and obligations imposed upon it by this Indenture and agrees to perform such trusts and obligations, but only upon and subject to the following express terms and conditions and no implied covenants or obligations shall be read into this Indenture against the Trustee: (a) The Trustee, before the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and as a corporate trustee ordinarily would perform such duties under a corporate indenture. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The Trustee may execute any of the trusts or powers of this Indenture and perform any of its duties by or through attorneys, accountants, agents, receivers or employees and shall be entitled to act on the opinion or advice of its counsel concerning all matters of trust and the duties under this Indenture, and may be reimbursed for reasonable compensation to all such attorneys, accountants, agents, receivers and employees as may reasonably be employed in connection with this Indenture. The Trustee may act oh an Opinion of Counsel and shall not be responsible for any loss o-r damage resulting from any action or nonaction by it taken or omitted to be taken in good faith in reliance on such Opinion of Counsel. (c) The Trustee shall not be responsible for any recital in this Indenture or in the Bonds (except in respect to the certificate of authentication of the Trustee endorsed on the Bonds), or for the filing or re-filing of any financing or continuation statement or other document or instrument, or for insuring any property of the Authority or any Borrower or collecting any insurance money, or for the validity of the execution by the Authority of this Indenture or of any supplements thereto or instruments of further assurance, or for -30- the sufficiency of the security for the Bonds. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of money made by it in accordance with Section 801. (d) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered under this Indenture. The bank or trust company acting as Trustee and its directors, officers, employees or agents may in good faith buy, sell, own, hold and deal in the Bonds and may join in any action which any Bondholder may be entitled to take with like effect as if such bank or trust company were not the Trustee. To the extent permitted by law, such bank or trust company may also receive tenders and purchase in good faith Bonds from itself, including any department, affiliate or subsidiary, with like effect as if it were not the Trustee. (e) The Trustee shall be protected in acting on any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture at the request, authority or consent of any person who at the time of making such request or giving such authority or consent is the registered owner of any Bond shall be conclusive and binding on all future registered owners of the same Bond and on Bonds issued in exchange therefor or in place thereof. (f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely on a certificate signed on behalf of the Authority by its Chairman or Vice Chairman and attested by its Executive Director under its seal, or such other person or persons as may be designated for such purposes by resolution of the Authority, as sufficient evidence of the facts therein contained and before the occurrence of a default of which the Trustee has been notified as provided in subsection (h) of this Section, or of which by such subsection. it is deemed, to have notice, may also accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Executive Director of the Authority under the seal of the Authority to the effect that a resolution in the form therein set forth has been adopted by the Authority as conclusive evidence that such resolution has been duly adopted and is in full force and effect. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. -31- (h) The Trustee shall not be required to take notice or be deemed to have notice of any default under this Indenture, except the failure to make any payments of principal or interest due on the Bonds, failure by the Authority to file with the Trustee anY document required by this Indenture to be so filed or the failure of any Borrower to make any payments required under its Local Bonds, unless the Trustee shall be notified of such default by the Authority or by the registered owners of not less than twenty-five percent in aggregate principal amount of Bonds then Outstanding. (i) The Trustee shall not be required to give any bond or surety with respect to the execution of its rights and obligations hereunder. (j) Notwithstanding any other provision of this Indenture, the Trustee shall have the right, but shall not be required, to demand, as a condition of (i) any action by the Trustee in respect of the authentication of any Bonds, (ii) the withdrawal of any cash, (iii) the release of any property or (iv) any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information or corporate action or evidence thereof reasonably required by the Trustee, in addition to that required by the terms hereof. (k) All money received by the Trustee shall, until used 'or applied or invested as herein provided, be held in trust in the manner and for the purposes for which it was received but need not be segregated from other funds except to the extent required by this Indenture or by law. The Trustee shall not be under any liability for interest on any money received hereunder except as may be agreed upon in writing. (1) Before taking any action under this Indenture, the Trustee may require that indemnity to its satisfaction be furnished to it for the reimbursement of all expenses which may be incurred by it and to protect it against all liability by reason of any action so taken, except liability which is adjudicated to have resulted from its negligence or willful default. Section 1102. Fees, Charges and Expenses of Trustee. The Trustee shall ~e entitled to payment of and reimbursement for reasonable fees for its services and all expenses reasonably incurred by the Trustee under this Indenture, including the reasonable fees and disbursements of its counsel. .~ection 1103. Notice Required of Trustee. If the Authority fails to make any payment on the Bonds, or any Borrower fails to make any payment on its Local Bonds or under its Loan Agreement, on the day such payment is due and payable, the Trustee shall give notice thereof by telephone or telegram to the Authority on the next succeeding Business Day. In the event of (i) the continuance for thirty days of any such failure to make any payment on the Bonds, or (ii) notification to the Trustee by the registered owners of not less than twenty-five percent in aggregate principal amount of Bonds then Outstanding of any default hereunder, then the Trustee shall give notice by first class mail thereof to the registered owner of each Bond then Outstanding. Failure of the Trustee to give any notice required by this Section shall not subject the Trustee to any liability to any person, firm, corporation or other entity, including, but not limited to, the Authority and the Bondholders, nor shall such failure relieve the Authority of its obligation to make payments under the Bonds and this Indenture, any Borrower of its obligation to make payments under its Local Bonds or Loan Agreement or waive the Trustee's right to accelerate under Section 1002 or otherwise exercise its remedies hereunder. Section 1104. Intervention by Trustee. In any judicial proceeding to which the Authority is a party and which in the opinion of the Trustee has a substantial bearing on the interests of registered owners of the Bonds, the Trustee may intervene on behalf of Bondholders and, subject to Section 1101(1), shall do so if requested by the registered owners of not less than twenty- five percent in aggregate principal amount of Bonds then Outstanding. The rights and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction.. Section 1'105. Merger or Consolidation of Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become successor Trustee hereunder and vested with all the trusts, powers, discretion, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 1106. Resignation by Trustee. In the event the Trustee desires to resign at any time from the trusts hereby created by this Indenture, it shall give notice to the Authority and each registered owner of Bonds then Outstanding, but shall continue to serve as Trustee until such time as a successor Trustee is appointed. The Trustee shall have the right to petition the court for appointment of a successor Trustee and such resignation shall become effective upon designation of such successor Trustee. Section 1107. Removal of Trustee. The Trustee may be remQved at any time by an instrument or concurrent instruments in writing delivered to the Trustee and to the Authority and -33- signed by the registered owners of a majority in aggregate principal amount of Bonds then Outstanding, provided, however, that nothing contained herein shall relieve the Authority of its obligation to pay the expenses of the Trustee incurred to the date of such removal. Section 1108. Appointment of Successor Trustee; Temporary Trustee. In case the Trustee shall resign, be removed, be dissolved, be in the course of dissolution or liquidation or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers or of a receiver appointed by a court, a successor may be appointed by the registered owners of a majority in aggregate principal amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing signed by such registered owners. In case of such vacancy the Authority, by an instrument signed by its Chairman or Vice Chairman and attested by its Executive Director under its seal, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the registered owners of Bonds in the manner provided above and any such temporary Trustee so appointed by the Authority shall immediately and without further act be superseded by the Trustee so appointed by such registered owners. Every such Trustee appointed pursuant to this Section shall be, if there be such an institution willing, qualified and able to accept the trust upon reasonable or customary terms, (i) a bank or trust company in the Commonwealth of Virginia, in good standing and having a reported capital, surplus and undivided profits of not less than $25,000,000, or (ii) a subsidiary trust company under the Trust Subsidiary Act, Title 6.1, Chapter 2, Article 3.1, Code of Virginia of 1950, as amended, whose parent Virginia bank or bank holding.company has undertaken to be responsible for the acts of such subsidiary trust company pursuant to the provisions of Section 6.1-32.7(a) of the Trust Subsidiary Act, or any successor provision of law, and whose capital, surplus and undivided profits, together with that of its parent Virginia bank or bank holding company, as the case may be, is not less than $25,000,000. Section 1109. Concerninq any Successor Trustee. Every successor Trustee appointed under this Indenture shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment, and thereafter such successor, without any further act, deed or conveyance, shall become fully vested with all the properties, rights, powers, trusts, duties and obligations of its predecessor. Such predecessor shall, nevertheless, on the written request of the Authority or the Trustee's successor, execute and deliver an instrument transferring to such successor Trustee all the properties, rights, powers and trusts of such predecessor under this Indenture; and every predecessor Trustee shall deliver all securities and money held by it as Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more -34- fully and certainly vesting in such successor the properties, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed and/or recorded by the successor Trustee in each recording office where the Indenture may have been filed and/or recorded. Section 1110. Trustee Protected in Relying on Resolutions. The resolutions, opinions, certificates and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for the release of property, the withdrawal of cash hereunder or the taking of any other action by the Trustee as provided hereunder, unless the Trustee has actual knowledge or notice to the contrary. Section 1111. Successor Trustee as Registrar, Custodian of Funds and Paying Agent. In the event of a change in the office of Trustee, the predecessor Trustee which has resigned or been removed shall cease to be registrar, custodian or paying agent of the funds and accounts created under this Indenture and paying agent for principal of and premium, if any and interest on the Bonds and the successor Trustee shall become such registrar, custodian and paying agent. Section 1112. Notification to Rating Agency. The Trustee shall notify the Rating Agency of (i) any amendment to this Indenture, any Loan Agreement or any Local Bond, (ii) the appointment of any successor Trustee under this Indenture, and (iii) the payment or redemption in full of the Bonds. Notice of any of the foregoing shall be given to the Rating Agency before or as soon as possible after the occurrence thereof. ARTICLE XII SupPlemental Indentures Section 1201. Supplemental Indentures Not Requiring Consent of Bondholders. The Authority and the Trustee may, without the consent of, or notice to, any of the registered owners of Bonds, enter into an indenture or indentures supplemental to this Indenture as shall not be inconsistent with the terms and provisions hereof for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Indenture; (b) To grant to or confer on the Trustee for the benefit of the Bondholders any additional rights, remedies, -35- powers or authority that may lawfully be granted to or conferred on the Bondholders or the Trustee or either of them; (c) To subject to the lien and pledge of this Indenture additional revenues, properties or collateral; (d) To modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as required to permit the ~alification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States, and, if the Authority and the Trustee so determine, to add to this Indenture or any indenture supplemental hereto such other terms, conditions and provisions as may be permitted by the Trust Indenture Act of 1939, as amended, or similar federal statute; (e) To add to the covenants and agreements of the Authority contained herein other covenants and agreements thereafter to be observed for the protection of the Bondholders or to surrender or to limit any right, power or authority therein reserved to or conferred upon the Authority; and (f) To make any other changes to this Indenture which in the opinion of the Trustee shall not prejudice in any material respect the rights of the registered owners of the Bonds then Outstanding. Section 1202. Supplemental Indentures Requiring Consent. Exclusive of supplemental indentures covered by Section 1201 and subject to the terms and provisions contained in this Section, the registered owners of a majority in aggregate principal amount of Bonds then Outstanding shall have the right from time to time, notwithstanding any other provision of this Indenture, to consent to a~d approve the execution by the Authority and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary or desirable by the Authority for the purpose of mOdifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture~ provided, however, that nothing in this Indenture shall permit, or be construed as permitting (i) an extension of the maturity of the principal of or the interest on any Bond, (ii) a reduction in the principal amount of any Bond or the rate of interest thereon, (iii) an alteration of any obligation of any Borrower to pay when due amounts owing under its Local Bonds or Loan Agreement, (iv) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (v) a reduction in the aggregate principal amount of Bonds required for consent to such supplemental indenture without the consent and approval of the registered owners of all of the Bonds then Outstanding. -36- If at any time the Authority shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed to each registered owner of Bonds then Outstanding by first-class mail to the address of such registered owner as it appears on the reqistration books; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceedings pursuant hereto. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Bondholders. If, within six months or such longer period as shall be prescribed by the Authority following the giving of such notice, the registered owners of a majority in aggregate principal amount of Bonds then Outstanding shall have consented to and approved the execution thereof as herein provided, no registered owner of any Bond shall have any riqht to object to any of the terms .and provisions contained therein, or the operation thereof, or In any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Authority from executing such supplemental indenture or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance 'therewith. Bonds owned or held by or for the account of the Authority or any person controlling, controlled by or under common control with it shall not be deemed Outstanding for the purpose of consent or any calculation of Outstanding Bonds provided fo? in -this Article XII or in Article XIII. At the time of any such calculation, the Authority shall furnish the Trustee a certificate of an Authorized Representative, upon which the Trustee may rely, describing all Bonds so to be excluded. Anything contained in this Indenture to the contrary notwithstanding, the Authority and the Trustee may enter into any indenture supplemental to this Indenture upon receipt of the consent of the registered owners of all Bonds then Outstanding. Section 12'03. Opinion of Counsel Required. The Trustee shal~ not execute~any indenture supplemental to this Indenture unless there shall have been filed with the Trustee an Opinion of Counsel, subject to customary exceptions and qualifications, stating that such supplemental indenture is authorized or permitted by this Indenture and complies with its terms and that upon execution it will be valid and binding on the Authority in accordance with its terms. Section 1204. Consent of Borrowers Required in Certain Instances. Anything contained in this Indenture to the contrary -37- notwithstanding, in the event the Trustee determines that the execution of any indenture supplemental to this Indenture would materially and adversely affect the interests of any Borrower, the Trustee shall not execute any such supplemental indenture without first obtaining the written consent of such Borrower. Section 1205. Notice to Borrowers Required. At least five days before the execution of any indenture supplemental to this Indenture, the Trustee shall give written notice of such proposed supplemental indenture to each of the Borrowers. ARTICLE XIII Amendment of Loan Agreements, Local Resolutions and Local Bonds Section 1301. Amendments Not Requiring Consent of Bondholders. The Trustee may, without the consent of or notice to the registered owners of the Bonds, consent to any amendment, change or modification of any Loan Agreement.~ Local Resolution. or Local Bond as may be required: (a) By the provisions of any Loan Agreement, Local Resolution, Local Bond or this Indenture; (b) For the purpose of curing any ambiquity or formal defect or omission therein; or (c) In connection with any other change therein, provided that no such amendment, change or modification made pursuant to this Section shall prejudice in any material respect the rights of the registered owners of the Bonds then Outstanding. Section 1302. Amendments Requiring Consent. Except for amendments, changes or modifications as provided in Section 1301, the Trustee shall not consent to any amendment, change or modification of any Loan Agreement~ Local Resolution or Local Bond without the written approval or consent of the registered owners of a majority in aggregate principal amount of. Bonds then Outstanding given and procured in the manner provided in Section 1202; except that no amendment shall be made to any Loan Agreement, Local Resolution or Local Bond without the written approval or consent of the registered owner of each Outstanding Bond that would (i) alter the obligation of any Borrower to make payments when due under its Loan Agreemen~ Local Resolution or Local Bonds, (ii) 'terminate or cancel any Loan Agreement~ Local Resolution or Local Bond, or (iii) reduce the.percentage of the aggregate principal amount of the Bonds then Outstanding which must consent to such amendment, change or modifications. If at any time any Borrower shall request the consent of the Trustee to any such proposed amendment, change, or modification, the TruMtee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or -38- modification to be given in the same manner as provided by Section 1202 with respect to supplemental indentures, unless such notice is not required because the registered owners of all of the Bonds then Outstanding have consented to the proposed amendment, change or modification in accordance with Section 1303. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that a copy of the instrument embodying the same is on file at the principal corporate trust office of the Trustee for inspection by all Bondholders. Section 1303. Amendment by Unanimous Consent. Notwithstanding any other provision of this Indenture, the Trustee may consent to any amendment, change or modification of any Loan Agreement~ Local Resolution or Local Bond upon receipt of the consent of the registered owners of all Bonds then Outstanding. Section 1304. Opinion of Counsel Required. The Trustee shall not consent to any amendment, change or modification of any Loan Agreement~ Local Resolution or Local Bond unless there shall have been filed with the Trustee an Opinion of Counsel, subject to customary exceptions and qualifications,.to the effect that such amendment, change or modification is authorized or permitted by this Indenture and complies with its terms and that on execution it will be valid and binding on the party or parties executing it in accordance with its terms. ARTICLE XIV Miscellaneous Section 1401. Consents of Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the registered owners of the Bonds may be in any number of concurrent writings of similar tenor and may be signed or executed by such registered owners in person or by agents appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agents, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken under such request or other instrument. The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by affidavit of any witness to such execution. Section 1402. Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended -39- or shall be construed to give. to any person or company other than the parties hereto and the registered owners of the Bonds any legal or equitable right, remedy or claim under or in respect to this Indenture or any covenants, conditions and agreements herein contained; this Indenture and all of the covenants, conditions and agreements hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and the registered owners of the Bonds. Section 1403. Limitation of Liability of Directors, Officers, etc., of Authority and the Trustee. No covenant, agreement or obligation contained in this Indenture shall be deemed to be a covenant, agreement or obligation of any present or future director, officer, employee or agent of the Authority or the Trustee in his or her individual capacity, and neither the directors of the Authority or the Trustee nor any officer, employee or agent thereof 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 director, officer, employee, agent or adviser of the Authority or the Trustee shall incur any personal liability with respect to any other action taken by him or her pursuant to this Indenture or the Act, provided such director, officer, employee, agent or adviser acts in good faith. Section 1404. Notices. Unless otherwise provided in this Indenture, all demands, notices, approvals, consents, requests, opinions and other communications under this Indenture shall be in writing and shall be deemed to have been given when delivered in person or mailed by first class registered or certified mail, postage prepaid, addressed (i) if to the Authority, at P. O. Box 1300, Richmond, Virginia 23210, Attention: Executive Director; (ii) if to the Trustee, at P.O. Box 26665, Richmond, Virginia 23261, Attention: Corporate Trust Department; or (iii) if to any Borrower, at the address specified in its Loan Agreement. The Authority and the Trustee may by notice given under this Indenture, designate any further or different addresses to which subsequent demands, notices, approvals, consents, requests, opinions or other communications shall be sent or persons to whose attention the same shall be directed. Copies of all demands, notices, approvals, consents, requests, opinions and other communications hereunder shall be given to all Borrowers with Local Bonds then outstanding. Section 1405. Successors and AssiGns. This Indenture shall be binding on, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Section 1406. Severability. If any clause, provision or section of this Indenture be held illegal or invalid by any court, the illegality or invalidity of such clause, 'provision or section shall not affect.any of the remaining clauses, provisions or sections of this Indenture, and this Indenture shall be construed and enforced as if such illegal or invalid -40- clause, provision or section had not been contained herein. In case any agreement or obligation contained in this Indenture be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the parties to this Indenture to the full extent permitted by law. Section 1407. Applicable Law. governed by the laws of Virginia. This Indenture shall be Section 1408. Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Authority and the Trustee have caused this Indenture to be executed in their respective corporate names by their duly authorized officers, all as of the date first above written. VIRGINIA RESOURCES AUTHORITY By Chairman UNITED VIRGINIA BANK, Trustee By. Its -41- WJS-O09-002 VSN: 6 July 16, 1985 ~ FINAL OPER: IgfcGUIRE, WOODS & BATTLE PRELIMINARY DRAFT DATED. LOAN AGREEMENT (Revenue Obligation) VIRGINIA RESOURCES AUTHORITY And COUNTY OF CHESTERFIELD, VIRGINIA August 1~ 1985 WJS-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: 0OO2 TABLE OF CONTENTS ARTICLE I Definitions page Section 2.1 Section 2.2 ARTICLE II Representations Representations by Authority Representations by Borrower Section 3.1 Section 3.2 ARTICLE III Purchase of Local Bonds Purchase of Local Bonds Conditions Precedent to Purchase of Local Bonds Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 ARTICLE IV Use of Net Loan Proceeds Loan to Borrower Agreement to Accomplish Project Disbursement of Net Loan Proceeds Permits Borrower Required to Complete Project Payments and Rights Assigned Replenistunent of Capital Reserve Subaccount Payment of Fees, Charges and Expenses of Trustee Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 ARTICLE V Special Covenants Arbitrage Covenant Financial Records and Statements Certificate as to No Default Further Assurances Purchase of Authority Bonds WJS-009-O02 VSN: 6 July 16, 1985 .~ FINAL OPER: 0003 ARTICLE VI Defaults and Remedies Section 7 1 Section 7 2 Section 7 3 Section 7 ~ Section 7 5 Section 7 6 Section 7 7 Section 7 8 Section 7 9 ARTICLE VII. Miscellaneous Successors and Assigns Amendments Limitation of Borrower's Liability Applicable Law Severability Notices Headings Term of Agreement Counterparts Exhibit A Form of Borrower's Bond Counsel Opinion -2- WJS-009-002 VSN: 6 July 16, 1985 ,~ FINAL OPER: 000~ LOAN AGREEMENT THIS LOAN AGREEMENT is made as of August 1, 1985, between the VIRGINIA RESOURCES AUTHORITY, a public body corporate and a political subdivision of the Commonwealth of Virginia (the "Authority"), and COUNTY OF CHESTERFIELD, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the "Borrower"). The Authority intends to issue its Water and Sewer System Revenue Bonds, 1985 Series A, in the aggregate principal amount of $ (the "Authority Bonds"), pursuant to the terms of an Indenture of Trust, dated the same date as this Agreement (the "Indenture"), between the Authority and United Virginia Bank, Richmond, Virginia, as trustee (the "Trustee"). The proceeds of the Authority Bonds are to be used to make loans to and acquire obligations of local governments in Virginia to finance or refinance the costs of water supply or wastewater treatment facilities within the meaning of Section 62 1-199 of the Act.- ' The Borrower intends to issue and sell and the Authority desires to purchase the County of Chesterfield, Virginia, Water and Sewer Revenue Bonds, Series 1985A, in the aggregate principal amount of ~,20,000,000 (the "Local Bonds"). The Borrower intends to use the proceeds of the Local Bonds to (i) refund and defease certain outstanding bonds of the Borrower, (ii) pay the cost of the Project, (iii) deposit to the Borrower's Capital Reserve Subaccount the amount of the Reserve Requirement relating to the Local Bonds, and (iv) pay certain expenses incurred in connection with the issuance of the Local Bonds and the Authority Bonds. ARTICLE I DEFINITIONS The capitalized terms contained in this Agreement shall have the meanings set forth below unless the context requires otherwise: "Act" means the Virginia Resources Authority Act, Chapter 21, Title 62.1 of the Code of Virginia of 1950, as amended. "Agreement" means this Loan Agreement between the Authority and the Borrower, together with any amendments or supplements hereto. "Authority" means the Virginia Resources Authority, a public body corporate and a political subdivision of the Commonwealth of Virginia' "Authority Bonds" means the Virginia Resources Authority Water and Sewer System Revenue Bonds, 1985 Series A in the aggregate principal amount of $ ' WJS-009-002 VSN: ~6 July 16, 1985 FINAL OPER: 0005 "Borrower" means the County of Chesterfield, Virginia, a political subdivision of the Commonwealth of Virginia. "Capital Reserve Subaccount" means the subaccount by that name established by~ction 701 of the Indenture2with respect to the Local Bonds of the Borrower. "Code" means the Internal Revenue Code of 1954, as amended, and applicable regulations, proposed regulations, procedures and rulings thereunder. "Consulting Engineer" means Black and Veatch, Engineers- Architects, consulting engineers, which firm has been retained by the Borrower to prepare the Engineer's Report contemplated by the Local Resolution. "Costs of Issuance" shall have the meaning set forth in the Indenture. "Costs of Issuance Account" shall have the meaning set forth in the Indenture. "Event of Default" shall have the meaning set forth in ~he Local Resolution. "Fiscal Year" means the period of twelve months commencing on July 1 of any year established by the-Borrower as its annual accounting period or such other twelve-month period adopted as the Fiscal Year of the Borrower. "Indenture" means the Indenture of Trust, dated the same date as this Agreement, between the Authority and'the Trustee, together with any amendments or supplements thereto. ~: Acc~lunt"~l~ans the account by ISection 601 of the Inden%ur~.~ by that name established "Loan Amount" means the sum of (i) the Net Loan Proceeds of the Borrower, (ii) th~ initial amount of the Reserve Requirement relating to the Local Bonds, and (iii) the Borrower's share of the Costs of Issuance as set forth in the Closing Statement (as defined in the Indenture).~ Loan Subaccount means the subaccount by that name established by S~-~t--~n" ~-0-~ of the Indenture]to which is deposited the Net Loan Proceeds. "Local Bonds" mean the bonds in substantially the form as set forth in the Local Resolution issued by the Borrower and purchased by the Authority pursuant to this Agreement. "Local Resolution" means the Resolution adopted by the governing body of the Borrower on t , 1985, together WJS-009-002 VSN: 6 0006 July 16, 1985 with any~ amendmerlts' or upplements theretO, approving;~~l the transactions contemplated by and authorizing the execution and delivery of this Agreement and the execution, issuance and sale of the Local Bonds. "Local Trustee" means the trustee at the time serving as such under the Local Resolution Whether the original trustee or a successor. "Net Loan Proceeds" means the Loan Amount less (i) the initial amount of the Reserve Requirement of the Borrower and (ii) the Borrower's share of the Costs of Issuance as set forth in the Closing Statement (as defined in the Indenture). "Non-Arbitrage Certificate" means the certificate of approj~iate officials of the Borrower delivered in accordance with [Se~t~n 3.2(C).1 "Project" means the 1985 Expansion as defined in the Local Resolution and described in the Engineer's Report prepared pursuant to the Local Resolution to be constructed, acquired or improved by the Borrower with, among other funds the Net Loan Proceeds. ' "Project Costs" means the Costs of Construction and the Costs of Issuance as defined in the Local Resolution as being financed in part with the proceeds of the Local Bonds and such other costs permitted by the Act as may be approved in writing by the Authority, provided such costs are included in the definition of "costs" set forth inaction 62.1-199 of th~ Ac~ "Reserve Requirement" shall' have the meaning set forth in the Indenture. "Revenues" shall have the meaning set forth in the Local Resolution. -------- ''System'' shall have the meaning set forth in the Local Resolution. "Trustee" means United Virginia Bank, Richmond, Virginia or its successors serving as such under the Indenture. ARTICLE II REPRESENTATIONS Section 2.1. Representations by Authority. The Authority makes the following representations as the basis for its undertakings under this Agreement: (a) The Authority is a duly created and validly existing political subdivision of the Commonwealth of Virginia vested with the rights and powers conferred upon it under the Act. -3- WJS-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: OOO7 (b) The Authority has complied in all respects with the Act, and has full right, power and authority to: (i) issue, sell and deliver the Authority Bonds; (ii) make the loan to the Borrower contemplated by this Agreement; (iii) acquire the Local Bonds from the Borrower; and (iv) carry out and consummate all other transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Authority and constitutes a legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms. Section 2.2. Representations by Borrower. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly created and validly existing political subdivision of the Commonwealth of Virginia vested with the rights and powers conferred upon it by the laws of Virginia. (b) The Borrower has full right, power and authority to: (i) adopt the Local Resolution and execute and deliver this Agreement and the other documents related hereto; (ii) issue, sell and deliver its Local Bonds to the Authority; (iii) construct, own and operate the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement and the Local Bonds; and (iv) carry out and consummate all of the transactions contemplated by the Local Resolution, this Agreement and the Local Bonds. (c) This Agreement, the Local Resolution and the Local Bonds were duly authorized by the Borrower. (d) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of the delivery of this Agreement have been obtained for the adoption of the Local Resolution, execution and delivery by the Borrower of this Agreement and the Local Bonds, the performance and enforcement of the obligations of the Borrower thereunder and the acquisition, construction, equipping, occupation, operation and use of the Project, and the Borrower knows of no reason why any future required permits or approvals cannot be obtained as needed. (e) This Agreement and the Local Bonds have been executed and delivered by duly authorized officials of the Borrower and constitute the legal, valid and. binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. (f) There are not pending nor, to the best of the Borrower's knowledge, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, -4- WJS-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: 0008 administrative or legislative nature, in which a judgment, order or resolution may have a materially adverse effect on the Borrower in its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement, the Local Resolution or the Local Bonds. (g) There have been no defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (h) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, applications and other information furnished to the Authority. (i) The Local Bonds of the Borrower are the first series of Bonds to be issued by the Borrower under the Local Resolution, and are payable from the Revenues, as such term is defined in the Local Resolution. (j) The proceeds derived from any prior obligations which are to be refunded or defeased from the proceeds of sale of the Local Bonds were used to finance or refinance the costs of water supp~v_Qr, wastewater treatment facilities within the meaning o~ Section 62.1-199 of the Act.~ (k) No Event of Default or event which, with notice or lapse of time, or both, would become an Event of Default has occurred and is continuing. ARTICLE III ~~p6~Op<9~¢~'/ PURCHASE OF LOCAL BO19~DS Section 3.1. Purchase of Local Bo~ds. The Borrower agrees to issue and sell and the Authority agrees to purchase, in immediately available fund~ the Local/Bonds of the B°'rrower in the aggregate Prinu'[~=l ~mOunt of $ ~ , at a price e ual _ to o o · · ~ - ~ q % f such aggregate principal amount, plus accrued ~ ln~eress, l~ any, ~rom ~neir date to the date of their purchase by the Authority. The Local Bonds are to be in substantially the form provided in the Local Resolution with such changes as are acceptable to the Borrower and the Authority. Section 3.2'. Conditions Precedent to Purchase of Local Bonds. The Authority shall not be required to. purchase the Local Bonds unless the Authority has received the following, all in form and substance satisfactory to the Authority: (a) A certified copy of the Local Resolution and certified copies or duplicate originals of all resolutions, documents and opinions referred..to inlSection 2 % of the Local ~ [Res6~ution. ~ ' - -5- WJ$-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: OOO9 (b) A certificate of appropriate officials of the Borrower as to the matters set forth in Section 2.2 and such other matters as the Authority may reasonably require. (c) A certificate of appropriate officials of the Borrower meeting the criteria set forth in the regulations issued under Section 103(c) of the Code relating to "arbitrage bonds". ~) A contract or contracts for the completion of the~ Project or the-~cnsulting Engineer's estimate of the Project Costs, which are acceptable to the Authority and Which are in an amount and otherwise compatible with the plan of financing described in the Application and with the Project Budget. (e) A certificate, mn form and substance satisfactory to the Authority, of the Consulting Engineer to the effect that in the opinion of the Consulting Engineer (i) the Project will be a part of the System; (ii) the funds available to the Borrower from the Net Loan Proceeds and other specified sources will be sufficient to pay the estimated Project Costs; (iii) the period of time which will be required to complete the Project; and during the first two Fiscal Years of the Borrower following the ~_~__~.~? completion of the Project, the Revenues as projected by the Consulting Engineer will be sufficient to enable the Borrower to satisfy the rate covenant made by the Borrower in Section 7.8 of the Local Resolution. In providing this certificate, the Consulting Engineer may take into consideration future System rate increases, provided that such rate increases have been approved by the governing body of the Borrower and any other person or entity required to give approval for the rate increase to become effective. In addition, the Consulting Engineer may take .into consideration additional future revenues of the System to be derived under the existing contractual agreements entered into by the Borrower and from reasonable estimates of growth in the customer base of the Borrower. (f) Evidence satisfactory to the Authority that all governmental permits or approvals for the Project required to have been obtained as of the date of the delivery of this Agreement have been obtained and a statement of the Consulting Engineer that he knows of no reason why any future required governmental permits or approval cannot be obtained as needed. (g) Evidence satisfactory to the Authority that the Borrower has obtained or has made arrangements satisfactory to the Authority to obtain any other financing' for the Project as detailed in the Application. (h) Evidence satisfactory to the Authority that the Borrower has performed and satisfied all of the terms and conditions contained in this Agreement to be performed and satisfied by it as of such date. -6- WJS-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: 00!0 (i) An opinion of nationally recognized bond counsel to the Borrower acceptable to the Autko~J~ky~ubstantially in the form attached to this Agreement as[Exhibit A.~ ARTICLE IV USE OF NET LOAN PROCEEDS Section 4.1. Loan to Borrower. The Authority hereby lends to the Borrower, and the Borrower borrows from the Authority, the Loan Amount to be evidenced by the Local Bonds and secured by this Agreement and the Local Resolution. From the Loan Amount, the Borrower's share of the Costs of Issuance shall be deposited in the Costs of Issuance Account, an amount equal to the Reserve Requirement shall be deposited~in the Capital Reserve Subaccount of the Borrower, and the Net Loan Proceeds, in immediately available funds on the date the Authority Bonds are issued, shall be deposited in the Loan Subaccount of the Borrower, all to be applied as set forth in the Indenture. Section 4.2. Agreement to Accomplish Project. The Borrower agrees to cause the Project to be acquired, constructed, expanded, renovated or equipped in accordance with plans, specifications and designs prepared by the Consulting Engineer and approved by the Borrower or prepared by the Borrower, as the case may be. The Borrower shall use its best efforts to complete the Project in accordance with the schedule set forth in the Non- Arbitrage Certificate of the Borrower. All plans, specifications and designs shall be approved by all applicable regulatory agencies. The Borrower agrees to maintain complete and accurate books and records of the Project Costs and permit the Authority or the Trustee through their duly authorized representatives to inspect such books and records at any reasonable time. When the Project has been completed, the Borrower shall promptly deliver to the Authority and the Trustee a certificate signed by an appropriate official of the Borrower and by the Consulting Engineer stating that the Project has been completed substantially in accordance with this Section and in substantial compliance with all material applicable laws, ordinances, rules and regulations and that all certificates of occupancy or other material permits then necessary for the use, occupancy and operation of the Project have been issued or obtained. Section 4.3. Disbursement of Net Loan Proceeds. The Net Loan Proceeds in the Borrower's Loan Subaccount shall be disbursed to the Local Trustee to be applied in accordance with the Local Resolution, such Net Loan Proceeds to be disbursed to or upon the order of the Borrower in immediately available funds on the date the Authority Bonds are issued. Section &.~. Permits. The Borrower shall at its sole cost and expense obtain all permits, consents and approvals required -7- WJS-009-002 VSN: 6 July 16, 1985 A FINAL OPER: 0011 by local, state or federal laws, ordinances, rules, regulations or requirements in connection with the acquisition, construction, occupation, operation or use of the Project. The Borrower shall, upon request, promptly furnish to the Authority a~d the Trustee copies of all such permits, consents and approvals. Section 4.5. Borrower Required to Complete Project. If the Net Loan Proceeds are not sufficient to pay in full the cost of the Project, the Borrower will complete the Project at its own expense but solely from the revenues pledged, or the proceeds of bonds issued, or other amounts available for such purpose in the funds and accounts held under the Local Resolution and shall not be entitled to any reimbursement therefor from the Authority or any abatement, diminution or postponement of its payments under the Local Bonds or this Agreement. Section 4.6. Payments and Riqhts Assigned. The Borrower consents to the assignment of the Local Bonds of the Borrower and the rights of the Authority under this Agreement to the Trustee and agrees to pay directly to the Trustee all amounts payable by the Borrower thereunder. Section 4.7. Replenishment of Capital Reserve Subaccount. In the event any amounts are withdrawn from the Capital Reserve Subaccount of the Borrower as a result of a default by the Borrower in the payment, of principal or interest due on the Local Bonds, the Borrower agrees, commencing on the first day of the month after the date of the notice to the Borrower from the Trustee of such withdrawal, to make equal monthly payments to the Trustee for deposit in the Capital Reserve. Subaccount in an amount such that if the same amount were so paid to the Trustee for deposit in the Capital Reserve Subaccount on the first day of each of the eleven months thereafter the Capital Reserve Subaccount would be replenished to its Reserve Requirement. In the event that the Borrower receives notice from the Trustee that the balance on deposit in the Capital Reserve Subaccount is less than the Reserve Requirement (other than as a result of a transfer due to a default as described above), the Borrower agrees, commencing on the first day of the month after the date of the notice to the Borrower from the Trustee of such deficiency, to make equal monthly payments to the Trustee for deposit in the Capital Reserve Subaccount in an amount such that if the same amount were so paid to the Trustee for deposit in the Capital Reserve Subaccount on the first day of each of the five months thereafter the Capital Reserve Subaccount would be replenished to its Reserve Requirement. In addition to its covenant set forth in Section 7.8 of the Local Resolution, the Borrower agrees that it will fix and collect rates, fees and other charges for the use of and for services furnished or to be furnished by the System, and will from time to time revise such rates, fees and other charges, to produce or yield Revenues sufficient to make any payments required to replenish the Capital Reserve Subaccount of the Borrower to the Reserve Requirement as set forth above. -8- WJS-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: 0012 Section 4.8. Payment of Fees, Charges and Expenses of Trustee. Except to the extent paid from funds in the Costs of Issuance Account, the Borrower agrees to pay to the Authority, within fifteen days after receipt of a statement therefor from the Authority an amount equal to one-half of the actual fees, charges and expenses of the Trustee paid or incurred by the Authority under the terms of the Indenture; provided, however, that in the event any such fees, charges and expenses are attributable solely to actions taken by the Trustee with respect to any issuer of Local Bonds other than the Borrower, the Borrower shall not be obligated to make any payment with respect thereto; and provided further, that in the event the Borrower's Local Bonds are the only Local Bonds held by the Trustee, or such fees, charges and expenses of the Trustee are attributable sony .to actions taken by the Trustee with respect to the Local Bond,s_- of the Borrower, the Borrower shall pay all ol such actual fees, charges and expenses of the Trustee. ARTICLE V SPECIAL COVENANTS Section 5.1. Arbitrage Covenant. The Borrower shall not take or approve any action, investment or use of Net Loan Proceeds which would cause the Local Bonds or the Authority Bonds 'to be "arbitrage bonds" within the meaning of Section 103(c) of the Code and the regulations thereunder. The Borrower, barring unforeseen circumstances, shall not request or approve the use of Loan Proceeds other than in accordance with the Borrower's Non-Arbitrage Certificate. Section 5.2. Financial Records and Statements. (a) The Borrower shall, in accordance with generally accepted accountin~lincip_!es fo~ e~kterprise funds and the provisions of~~--5.~(c) and 7.6 o~ the Local Resolution~, keep, or cause to be kept, proper books 6f record and account in which complete and accurate entries shall be made relating to the System. (b) The Borrower shall annually file with the Trustee appointed by the Authority, within one hundred eighty (180) days after the close of each Fiscal Year, a copy of an audited annual financial report as to its obligations and activities relating to the System during such Fiscal Year, and financial statements for such Fiscal Year, setting forth in reasonable detail: (1) a balance sheet showing the assets and liabilities of the Borrower relating to the System at the end of such Fiscal Year; (2) a statement of revenues and expenses in accordance with the categories or classifications -9- 0013 WJS-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: established by the Borrower for its operating and program purposes and showing the revenues and expenses relating to the System during such Fiscal Year; and (3) a statement of changes in financial position of the Borrower relating to the System, as of the end of such Fiscal Year. The financial statements shall be accompanied by an Accountant's Certificate stating that the financial statements examined fairly present the financial position of the Borrower relating to the System at the end of the Fiscal Year, and that the results of its operations and the changes in financial position for the perio~ examined are in conformity with generally accepted accounting principles for enterprise funds. (c) The Borrower shall also furnish to the Authority and the Trustee a certificate of such accountant to the effect that, during the course of such accountant's regular examination of the financial condition of the Borrower, nothing came to such accountant's attention which would constitute an Event of Default, or which with the giving of notice or lapse of time, or both, would constitute such an Event of Default. Section 5,3. Certificate as to No Default. The Borrower shall deliver to the Authority and the Trustee, within 180 days after the close of each of the Borrower's Fiscal Years, a certificate signed by an authorized official of the Borrower stating that, during such year and as of the date of such certificate, no event or condition has happened or existed, or is happening or existing, which constitutes, or which, with notice or lapse of time, or both, would constitute, an Event of Default, or if such an event or condition has happened or existed, or is happening or existing, specifying the nature and period of such event or condition and what action the Borrower has taken, is taking or proposes to take with respect thereto. Section 5.4. Further Assurances. The Borrower shall to the full extent permitted by law pass, make, do, execute, 'acknowledge and deliver such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be required to carry out the purposes of this Agreement. Section 5.5. PurchaSe of Authority Bonds. The Borrower agrees that it shall not, and that it shall not permit any "related person" within the meaning of Section 103(b)(6)(C) of the Code to, purchase Authority Bonds in an amount related to the Loan Amount pursuant to any arrangement, formal or informal. -10- WJS-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: 0014 ARTICLE VI DEFAULTS AND REMEDIES Upon the occurrence of an Event of Default, the Authority and the Trustee shall have the rights and remedies provided for in the Local Bonds and the Local Resolution. ARTICLE VII ~MISCELLANEOUS Section 7.1. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Section 7.2. Amendments. The Borrower and the Trustee, as the assignee of the Authority pursuant to the terms of the Indenture, shall have the right to amend from time to time any of the terms and conditions of this Agreement, provided that all amendments shall be in a writing and shall be signed by or on behalf of the Trustee and the Borrower and consented to in writing by the registered owners of a majority in outstanding principal amount of the Local Bonds; provided, however, no amendment shall be made to this Agreement without the consent of the registered owner of each of the Local Bonds then outstanding that would (i) alter the obligation of the Borrower to make payments when due under this Agreement or the Local Bonds, (ii) terminate or cancel this Agreement, or (iii) decrease the minimum percentage of the principal amount of the Local Bonds the registered owners of which must consent to such amendment. Section 7.3. Limitation of Borrower's Liability. Notwithstanding anything in the Local Bonds or this Agreement to the contrary, the obligations of the Borrower are not general obligations of the Borrower, but are limited obligations payable solely from the Revenues which are specifically pledged for such purpose. Neither the Local Bonds nor this Agreement shall be deemed to create or constitute a debt or a pledge of the faith and credit of the Borrower and the Borrower shall not be obligated to pay the principal of or premium, if any, or interest on the Local Bonds or other costs incident thereto except from the Revenues and other funds pledged therefor under the Local Resolution. Section 7.4. Applicable Law. This Agreement shall be governed by the applicable laws of Virginia.. Section 7.5. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect the remainder of this Agreement which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in this -11- WJS-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: 0015 Agreement. If any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the Authority and the Borrower, as the case may be, only to the extent permitted by law. Section 7.6. Notices. Unless otherwise provided for herein, all demands, notices, approvals, consents, requests, opinions and other communications under the Local Bonds or this Agreement shall be in writing and shall be deemed to have been given when delivered in person or mailed by first class registered or certified mail, postage prepaid, addressed (a) if to the · Borrower, at P. O. Box 40, Chesterfield, Virginia 23832, Attention: Director of Budget and Accounting; (b) if to the Authority, at P. O. Box 1300, Richmond, Virginia 23210, Attention: Executive Director; or (c) if to the Trustee, at P.O. Box 26665, Richmond, Virginia 23261, Attention: Corporate Trust Department. The Borrower agrees to furnish to the Authority and the Trustee copies of all reports, statements, budgets, certificates and other documents which are furnished by the Borrower to the Local Trustee under the Local Resolution. A duplicate copy of each demand, notice, approval, consent, request, opinion or other communication given by any party named in this Section shall also be given to each of the other parties named. The Authority, the Borrower and the Trustee may designate, by notice given hereunder, any further or different addresses to which subsequent demands, notices, approvals, consents, requests, opinions or other communications shall be sent or perons to whose attention the same shall be directed. Section 7.7. Headings. The headings of the several articles and sections of this Agreement are inserted for convenience only and do not comprise a part of this Agreement] Section 7.8. Term of Agreement. This Agreement shall be effective upon its execution and delivery, provided that the Local Bonds previously or simultaneously have been executed and delivered. Except as otherwise specified, the Borrower's obligations under the Local Bonds and this Agreement shall expire upon payment in full ~f the Local Bonds and all other amounts payable by the Borrower under this Agreement. Section 7.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. WITNESS the following signatures, all duly authorized. VIRGINIA RESOURCES AUTHORITY By -12- 0016 WJS-009-002 VSN: 6 July 16, 1985 A FINAL OPER: Chairman COUNTY OF CHESTERFIELD, VIRGINIA By~ County Administrator -13- WJ$-009-002 VSN: 6 July 16, 1985 ~ FINAL OPER: EXHIBIT A [Form of Borrower's Bond Counsel Opinion] EXHIBIT '~-1 TO FIRST SUPPLEMENTAL BOND RESOLUTION REFUNDING TRUST AGREEMENT This Refunding Trust Agreement (the "Agreement") dated as of August 15, 1985, between the County of Chesterfield, Virginia (the "County") and __, , , as escrow agent (hereinafter referred to as the "Escrow Agent"), W I TN ES S ET H: WHEREAS, the County, has heretofore issued $4,000,000 aggregate principal amount of its General Obligation Sewer Bonds, dated December 1, 1962 (the "1962 Sewer Bonds"), maturing on December 1 in each of the years 1965 to 1989, both inclusive, and bearing interest payable semiannually on June 1 and December 1 of each year, of which $1,200,000 principal amount are currently outstanding; WHEREAS, the County has heretofore issued $5,000,000 aggregate principal amount of its General Obligation Sewer Bonds, dated March 1, 1964 (the "1964 Sewer Bonds"), maturing on March 1 in each of the years 1967 to 1991, both inclusive, and bearing interest payable semiannually on March 1 and September 1 of each year, of which $2,000,000 principal amount are currently outstanding; WHEREAS, the County has heretofore issued $8,500,000 aggregate principal amount of its General Obligation Sewer Bonds, dated March 1, 1967 (the "1967 Sewer Bonds"), maturing on March 1 in the years 1969 to 1995, both inclusive, and bearing interest payable semiannually on March 1 and September 1 of each year, of which $5,650,000 principal amount are currently outstanding; WHEREAS, the County has heretofore issued $18,000,000 aggregate principal amount of its General Obligation Sewer Bonds, dated August 1, 1973 (the "1973 Sewer Bonds"), maturing on August 1 in each of the years 1979 to 1996, both inclusive, and bearing interest payable semiannually on February 1 and August 1 of each year, of which $17,300,000 principal amount are currently outstanding; WHEREAS, the County has heretofore issued $3,820,000 aggregate principal amount of Water Revenue Refunding Bonds and Water Revenue Bonds, dated April 1, 1962 (the "1962 Water Bonds"), maturing on April 1 in each of the years 1963 to 1989, both inclusive, and bearing interest payable semiannually on April 1 and October 1 of each year, of which $805,000 principal amount are currently outstanding; WHEREAS, the County, has heretofore issued $4,000,000 aggregate principal amount of Water Revenue Bonds, dated April 1, 1968 (the "1968 Water Bonds"), maturing on April 1 in each of the years 1970 to 1988, both inclusive, and bearing interest payable semiannually on April 1 and October 1 of each year, of which $750,000 principal amount are currently outstanding; WHEREAS, concurrently with the execution hereof, the County is issuing its Water and Sewer Revenue Bonds, Series 1985A (the "1985A Bonds"), a portion of the proceeds of which, together with other available moneys of the -2- County, will be used for the purpose of refunding and defeasing the 1962 Sewer Bonds, the 1964 Sewer Bonds, the 1967 Sewer Bonds, the 1973 Sewer Bonds, the 1962 Water Bonds and the 1968 Water Bonds (the "Refunded Bonds") pursuant to resolutions adopted by the Board on July 24, 1985 (collectively, the "Bond Resolution"); Now, therefore, in consideration of the foregoing and of the mutual covenants herein set forth, the County and the Escrow Agent agree as follows: SECTION 1. Pledge of 1985A Bond Proceeds and Other Available Moneys. To provide for the payment of the principal of the Refunded Bonds, plus interest on such principal to the due dates thereof, the County hereby irrevocably deposits with the Escrow Agent, in trust for the benefit of the holders of the Refunded Bonds, and irrevocably appropriates and sets aside exclusively for the payment of the Refunded Bonds, subject to the terms and conditions hereinafter set forth, the amount of Dollars and Cents ($ ) derived from the proceeds of sale of the 1985A Bonds and other available moneys of the County, being an amount which the County and the Escrow Agent agree is sufficient to purchase the Government Securities (as hereinafter defined). Such amount shall be deposited by the Escrow Agent in the 1985A Refunding Trust Fund No. 1 hereinafter referred to and invested and applied in the manner and for the purpose hereinafter set forth. The Escrow Agent acknowledges receipt of the foregoing amounts. SECTION 2. Establishment of Trust Fund; Deposit of Government Securities. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated the "County of Chesterfield, Virginia, 1985A Refunding Trust Fund No. 1" (the "1985A Refunding Trust Fund No. 1") to be held in the custody of the Escrow Agent as a trust fund separate and apart from all other funds of the County or of the Escrow Agent, for the benefit of the holders of the Refunded Bonds. All moneys and Government Securities set aside and held in trust in the 1985A Refunding Trust Fund No. 1 shall be applied to and used solely for the payment of the Refunded Bonds (including interest thereon). SECTION 3. Purchase of Government Securities. (a) The County hereby directs the Escrow Agent to purchase on the date of this Agreement, with amounts held in the 1985A Refunding Trust Fund No. 1, special direct obligations of the United States of America, United States Treasury Obligations--State and Local Government Series, as set forth in Exhibit I hereto and such other obligations as are set forth in Exhibit I hereto. The securities described in Exhibit I hereto are herein referred to as the "Government Securities". (b) The County and the Escrow Agent hereby acknowledge receipt from Peat, Marwick, Mitchell & Co. of a certification that the Government Securities mature as to principal and interest (without regard to any reinvestment of investment earnings on such Government Securities) in such amounts and at such times as will assure, together with any moneys held in the 1985A Refunding Trust Fund No. 1, the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, to wit: -3- (1) to make payment when due of the principal of and interest on the 1962 Sewer Bonds through December 1, 1989; (2) to make payment when due of the principal of and interest on the 1964 Sewer Bonds through March 1, 1991; (3) to make payment when due of the principal of and interest on the 1967 Sewer Bonds through March 1, 1995; (4) to make payment when due of the principal of and interest on the 1973 Sewer Bonds through August 1, 1996; (5) to make payment when due of the principal of and interest on the 1962 Water Bonds through April 1, 1989; and (6) to make payment when due of the principal of and interest on the 1968 Water Bonds through April 1, 1988. (c) The County and the Escrow Agent hereby agree that in reliance upon the certification provided by Peat, Marwick, Mitchell & Co., pursuant to Section 3(b) hereof, the Government Securities mature as to principal and interest (without regard to any reinvestment of investment earnings on such Government Securities) in such amounts and at such times as will assure, together with any moneys held in the 1985A Refunding Trust Fund No. 1, the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, to wit: (1) to make payment when due of the principal of and interest on the 1962 Sewer Bonds through December 1, 1989; (2) to make payment when due of the principal of and interest on the 1964 Sewer Bonds through March 1, 1991; (3) to make payment when due of the principal of and interest on .the 1967 Sewer Bonds through March 1, 1995; (4) to make payment when due of the principal of and interest on the 1973 Sewer Bonds through August 1, 1996; (5) to make payment when due of the principal of and interest on the 1962 Water Bonds through April 1, 1989; and (6) to make payment when due of the principal of and interest on the 1968 Water Bonds through April 1, 1988. SECTION 4. Substitution of Government Securities. Moneys deposited with the Escrow Agent as described in Section 1 hereof, and used to purchase the Government Securities, may, at the written direction of the County, be reinvested in direct obligations of, or obligations the principal of and interest on which are guaranteed by the United States of America, or obligations of any agency or instrumentality of the United States of America (the "Substitute Government Securities"), maturing as to principal and interest in such amounts and at such times as will assure the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, all as set forth in Section 3 hereof; provided, however, that concurrently with such written direction, the County shall provide the Trustee with (a) a certification of an independent certified public accountant that such reinvestment complies with this Agreement, setting forth in reasonable detail the calculations underlying such certification and (b) an unqualified opinion of nationally -4- recognized bond counsel to the effect that such reinvestment (1) will not cause any 1985A Bond to be subjected to treatment as an "arbitrage bond", as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations adopted under such Section 103(c), as each is then in effect and (2) is otherwise in compliance with this Agreement. Any reinvestment authorized by this Section 4 shall be accomplished by sale, transfer, request for redemption or other disposition of all or a portion of the Government Securities then held in the 1985A Refunding Trust Fund No. 1 with the proceeds thereof being applied simultaneously to the purchase of Substitute Government Securities, all as specified in the written direction of the the County. SECTION 5. Evidence of Transactions; Annual Report. (a) The Escrow Agent shall deliver to the Treasurer of the County a copy of the document(s) evidencing each transaction relating to the 1985A Refunding Trust Fund No. ~ as promptly as possible after each transactions occurs. (b) On or before August 1 of each year, the Escrow Agent shall deliver to such Treasurer a report of the financial condition of the 1985A Refunding Trust Fund No. 1 as of June 30 of that year and an operating statement for the 1985A Refunding Trust Fund No. 1 for the year ended June 30 of such year. SECTION 6. Payment of Principal and Interest on Refunded Bonds. On the respective interest payment dates and principal maturity dates for the Refunded Bonds, the Escrow Agent shall transfer to the paying agents for the Refunded Bonds, sufficient moneys from the matured principal of and~ interest on the Government Securities held in the 1985A Refunding Trust Fund No. 1, or other moneys or Substitute Government Securities held in such Fund, for the payment of the principal of and interest on Refunded Bonds becoming due on 'such respective dates. The Paying Agents for the Refunded Bonds are as follows: Issue Paying Agent(s) 1962 Sewer Bonds 7964 Sewer Bonds 1967 Sewer Bonds 1973 Sewer Bonds 1962 Water Bonds 1968 Water Bonds SECTION 7. Irrevocable Deposit; Express Lien. Subject to the terms hereof and except as otherwise provided herein, the deposit of the moneys, Government Securities and any Substitute Government Securities in the 1985A Refunding Trust Fund No. 1 shall constitute an irrevocable deposit in trust solely for the payment of the Refunded Bonds (including interest thereon) pursuant to the terms of the Resolution and this Agreement. The holders of the Refunded Bonds and the coupons appurtenant thereto shall have an express lien on the principal of and interest on the Government Securities, and on any moneys or Substitute Government Securities on deposit in the 1985A Refunding Trust Fund No. 1, until the proceeds thereof are paid out, used or applied in accordance with this Agreement. SECTION 8. Notices. The Escrow Agent shall without further authorization or direction cause notice of the issuance of the Refunding Bonds to be published in substantially the form attached hereto as Exhibit II one (1) time each in a newspaper having general circulation in the -5- County and in a financial newspaper published in New York, New York, and having national circulation, as soon as practicable after the delivery of the 1985A Bonds. The notices required to be published in accordance with this Section 8 may be combined with and published in conjunction with the notices required to be published under the Refunding Trust Agreement being entered into by the County and the Escrow Agent contemporaneously herewith relating to the 1985A Refunding Trust No. 2, which is being established with a portion of the proceeds of the 1985A Bonds and other available moneys of the County to provide for the refunding of the County's 1980 Sewer Bonds and 7979 Water Bonds as defined therein. SECTION 9. Liability of Trustee. The liability of the Escrow Agent to make the payments required by this Agreement with respect to the Refunded Bonds shall be limited to the funds deposited with it hereunder and the Government Securities and any Substitute Government Securities. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the provisions hereof. In the event of the Escrow Agent's failure to account for any of the Government Securities, Substitute Government Securities or funds received by it, such Government Securities, Substitute Government Securities or funds shall be and remain the property of the County in trust for the holders of the Refunded Bonds and the interest coupons appurtenant thereto, if any, as herein provided, and if for any reason such Government Securities, Substitute Government Securities and funds cannot be identified, the assets of the Escrow Agent shall be impressed with a trust for the amount thereof and, to the fullest extent permitted by law, the County shall be entitled to a preferred claim upon such assets until identification of such Government Securities, Substitute Government Securities and funds is made. SECTION 10. Termination; Refunded Bonds and Coupons Not Presented for Payment; Income from Government Securities or Substitute Government Securities. This Agreement shall terminate when all Refunded Bonds have been presented for payment when the principal thereof shall become due and all coupons appurtenant thereto becoming due on or prior to the date on which such bonds have been presented for payment at the due date thereof, and in each case discharged; provided, however, that if any Refunded Bond or any coupon appurtenant thereto shall not be so presented, the moneys held by the Escrow Agent therefor in the 1985A Refunding Trust Fund No. 1 shall after five (5) years after the due date thereof, at the written request of the County, be paid to the County, and this Agreement shall terminate on the date on which all payments pursuant to this provision shall have been made, and thereupon the holders of such Refunded Bonds and coupons shall thereafter be entitled to look only to the County for payment thereof. Ail income from all Government Securities and Substitute Government Securities in the hands of the Escrow Agent pursuant to this Agreement which is not required for the payment of the Refunded Bonds and interest thereon, shall be paid to the County by the Escrow Agent, without further authorization or direction, on June 30 of each year or as soon thereafter as the amount of such income earned in the fiscal year ending such June 30 is determined. SECTION 1~. Fees of Escrow. (a) The County shall pay all necessary and proper fees, compensation and expenses of the Escrow Agent and any paying agent pertaining to the Refunded Bonds, including, without limitation, reasonable compensation for all services rendered in the execution, -6- exercise and performance of any of the duties to be exercised or performed pursuant to the provisions of this Agreement, and all expenses, disbursements and advances incurred in accordance with any provisions of this Agreement (including the reasonable compensation and expenses and disbursements of counsel not regularly in the employ thereof). (b) To the extent not paid out of the proceeds of sale of the Refunding Bonds, the County will pay the amounts described in Section 11(a) when billed. (c) The Escrow Agent acknowledges that the above-specified provisions for payment are satisfactory to it. SECTION 12. Duties of Escrow Agent; Evidence Upon Which Escrow Agent May Act; Replacement of Escrow Agent. (a) The Escrow Agent agrees to perform all the duties and obligations imposed upon it by this Agreement as well as those provisions of the Resolution applicable to the performance of this Agreement. The Escrow Agent acknowledges receipt of certified copies of the Resolution. (b) Subject to the provisions of Section 12(a), the Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein, upon any certificate, report, consent, notice, appointment or other direction made or given by the County to the Escrow Agent which shall be deemed to have been sufficiently made or given by the proper party or parties if executed On behalf of the County by an Authorized Officer as defined in the Resolution. (c) If the Escrow Agent shall cease to be eligible to act as Escrow Agent hereunder or shall resign as Escrow Agent hereunder and if requested by the County, such Escrow Agent shall execute such agreements, assignments and other documents as shall be necessary to vest in a successor escrow agent all' the title, rights, duties and obligations of such bank under this Agreement and in the Government Securities, Substitute Government Securities and other funds deposited or to be deposited or received by the Escrow Agent under this Agreement. Upon acceptance by such successor escrow agent of the trusts created hereunder, all further title, rights, duties and obligations of the Escrow Agent under this Agreement shall cease and determine and be discharged, except for rights or liabilities theretofore accrued to or by the County or the Escrow Agent. SECTION 13. Incorporation by Reference. The applicable and necessary provisions of the Resolution are incorporated herein by reference. SECTION 14. Arbitrage Covenant. Any other provision of this Agreement to the contrary notwithstanding, the County hereby covenants that it will not use, or permit the use ~of, any proceeds of the Refunded Bonds or the 1985A Bonds, or of moneys or funds held by the Escrow Agent under this Agreement that may be deemed to be the proceeds of the Refunded Bonds or the 1985A Bonds pursuant to Section 103 of the Internal Revenue Code of 1954, as amended, and regulations adopted under such Section 103, as each is then in effect, in a manner that would cause any of the Refunded Bonds or the 1985A Bonds to be subjected to treatment under such Section 103 as an "arbitrage bond", and to that end the County shall comply with applicable regulations adopted under such Section ~03. SECTION 15. Benefit of Agreement; Amendments. This Agreement is made for the benefit of the County and the -7- holders from time to time of the Refunded Bonds and the coupons appurtenant thereto except as otherwise expressly provided herein. This Agreement shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the County and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Agent for the benefit of such holders any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of counsel of recognized standing in the field of law relating to municipal bonds with respect to compliance with this Section 15, including (i) the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, the Refunding Bonds and the coupons appurtenant thereto, and (ii) the extent, if any, to which any instrument executed hereunder complies with the conditions and provisions of this Section 15. SECTION 16. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Agreement and the invalidity thereof shall in no way affect the validity of other provisions of this Agreement or of the Refunded Bonds or the coupons appurtenant thereto or of the 1985A Bonds, and the holders of the Refunded Bonds and the coupons appurtenant thereto and of the 1985A Bonds shall retain all the rights and benefits accorded them hereunder and under applicable provisions of law. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. SECTION 17. Law and Place of Enforcement of this Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Virginia and any suits and actions arising out of this Agreement shall be instituted in a court of competent jurisdiction in such Commonwealth. SECTION 18. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 19. Section Headings. The headings of the several Sections hereof shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Agreement. IN WITNESS WHEREOF, the parties have each caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. COUNTY OF CHESTERFIELD, VIRGINIA Attest: By: (SEAL) Clerk of the Board of Supervisors Chairman of the Board of Supervisors as Escrow Agent ATTEST: Title: By: Title: (SEAL) -9- EXHIBIT I GOVERNMENT SECURITIES -10- EXHIBIT II NOTICE OF ISSUANCE OF REFUNDING BONDS County of Chesterfield, virginia, General Obligation Sewer Bonds, dated December 1, 1962; General Obligation Sewer Bonds, dated March 1, 1964; General Obligation Sewer Bonds, dated March 1, 1967; General Obligation Sewer Bonds, dated August 1, 1973; Water Revenue Refunding Bonds, dated April ], 1962; Water Revenue Bonds, dated April I, 1962; Water Revenue Bonds, dated April l, 1968 NOTICE IS HEREBY GIVEN that the County of Chesterfield, Virginia (the "County") on August ., 1985 issued its Water and Sewer Revenue Bonds, Series 1'985A (the "Series 1985A Bonds"), in the principal amount of $20,000,000 for the purpose, among other things, of refunding the captioned bonds in advance of their respective maturities. A portion of the proceeds of the Series 1985A Bonds, together with other available moneys of the County, have been deposited with , , as Escrow Agent (the "Escrow Agent"), to be held in trust and have been invested in certain direct obligations of the United States of America and certain other obligations, all as set forth in a Refunding Trust Agreemenf. dated as of August 15, 1985 between the County and the Escrow Agent. The portion of the proceeds of the Series 1985A Bonds and other available moneys of the County so deposited with the Escrow Agent under such Refunding Trust Agreement are in such principal amount and invested in such obligations as will assure sufficient money for the payment of principal of and interest on the captioned bonds through the respective due dates thereof. Dated: , 1985 ,AS ESCROW AGENT FOR THE COUNTY OF CHESTERFIELD, VIRGINIA EXHIBIT~-2 TO FIRST SUPPLE~ .rAL BOND RESOLUTION REFUNDING TRUST AGREEMENT This Refunding Trust Agreement (the "Agreement") dated as of August 15, 1985, between the County of Chesterfield, Virginia (the "County") and , , _ , as escrow agent (hereinafter ~eferred to as the "Escrow Agent"), WI TNE S S E T H: WHEREAS, the County, has heretofore issued $5,000,000 aggregate principal amount of its General Obligation Sewer Bonds, dated January 1, 1980 (the "1980 Sewer Bonds"), maturing on January 1 in each of the years ]981 to 2000, both inclusive, and bearing interest payable semiannually on January 1 and July 1 of each year, of which $3,750,000 principal amount are currently outstanding; WHEREAS, the County has heretofore issued $9,000,000 aggregate principal amount.of Water Revenue Bonds, Series of 1979, dated March 1, 1979 (the "1979 Water Bonds"), maturing on April 1 in each of the years 1980 to 2004, both inclusive, and bearing interest payable semiannually on April 1 and October 1 of each year, of which $8,750,000 principal amount are currently outstanding; WHEREAS, concurrently with the execution hereof, the County is issuing its Water and Sewer Revenue Bonds, Series 1985A (the "]985A Bonds"), a portion of the proceeds of which, together with other available moneys of the County, will be used for the purpose of refunding and defeasing the 1980 Sewer Bonds, and the 1979 Water Bonds (the "Refunded Bonds") pursuant to resolutions adopted by the Board on July 24, 1985 (collectively, the "Bond Resolution" ); Now, therefore, in consideration of the foregoing and of the mutual covenants herein set forth, the County and the Escrow Agent agree as follows: SECTION 1. Pledge of 1985A Bond Proceeds and Other Available Moneys. To provide for the payment of the principal of the Refunded Bonds, plus interest on such principal to the due dates thereof, the County hereby irrevocably deposits with the Escrow Agent, in trust for the benefit of the holders of the Refunded Bonds, and irrevocably appropriates and sets aside exclusively for the payment of the Refunded Bonds, subject to the terms and conditions hereinafter set forth, the amount of Dollars and Cents ($ ) derived from the proceeds of sale of the 1985A Bonds and other available moneys of the County, being an amount which the County and the Escrow Agent agree is sufficient to purchase the Government Securities (as hereinafter defined). Such amount shall be deposited by the Escrow Agent in. the 1985A Refunding Trust Fund No. 2 hereinafter referred to and invested and applied in the manner and for the purpose hereinafter set forth. The Escrow Agent acknowledges receipt of the foregoing amounts. -2- SECTION 2. Establishment of Trus't Fund; Deposit pf Government Securities. There is hereby created an~ established with the Escrow Agent a special and irrevocable trust fund designated the "County of Chesterfield, Virginia, 1985A Refunding Trust Fund No. 2" (the "1985A Refunding Trust Fund No. 2") to be held in the custody of the Escrow Agent as a trust fund separate and apart from all other funds of the County or of the Escrow Agent, for the benefit of the holders of the Refunded Bonds. All moneys and Government Securities set aside and held in trust in the ~985A Refunding Trust Fund No. 2 shall be applied to and used solely for the payment of the Refunded Bonds (including interest thereon). SECTION 3. Purchase of Government Securities. (a) The County hereby directs the Escrow Agent to purchase on the date of this Agreement, with amounts held in the 1985A Refunding Trust Fund No. 2, special direct obligations of the United States of America, United States Treasury Obligations--State and Local Government Series, as set forth in Exhibit I hereto and such other obligations as are set forth in Exhibit I hereto. The securities described in Exhibit I hereto are herein referred to as the "Government Securities". (b) The County and the Escrow Agent hereby acknowledge receipt from Peat, Marwick, Mitchell & Co. of a certification that the Government Securities mature as to principal and interest (without regard to any reinvestment of investment earnings on such Government Securities) in such amounts and at such times as will assure, together with any moneys held in the 1985A Refunding Trust Fund No. 2, the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, to wit: (1) to make payment when due of the principal of and interest on the 1980 Sewer Bonds through January 1, 2000; and (2) to make payment when due of the principal of and interest on the 1979 Water Bonds through April 1, 2004. (c) The County and the Escrow Agent hereby agree that in reliance upon the certification provided by Peat, Marwick, Mitchell & Co., pursuant to Section 3(b) hereof, the Government Securities mature as to principal and interest (without regard to any reinvestment of investment earnings on such Government Securities) in such amounts and at such times as will assure, together with any moneys held in the 1985A Refunding Trust Fund No. 2, the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, to wit: (1) to make payment when due of the principal of and interest on the 1980 Sewer Bonds through January 1, 2000; and (2) to make payment when due of the principal of and interest on the 1979 Water Bonds through April 1, 2004. SECTION 4. Substitution of Government Securities. Moneys deposited with the Escrow Agent as described in Section 1 hereof, and used to purchase the Government Securities, may, at the written direction of the County, be reinvested in direct obligations of, or obligations the principal of and interest on which are guaranteed by the United States of America, or obligations of any agency or instrumentality of the United States of America (the "Substitute Government Securities"), maturing -3- as to principal and interest in such amounts and at such times as will assure the availability of sufficient moneys to make payment of the principal of the Refunded Bonds, plus interest on such principal to the respective due dates thereof, all as set forth in Section 3 hereof; provided, however, that concurrently with such written direction, the County shall provide the Trustee with (a) a certification of an independent certified public accountant that such reinvestment complies with this Agreement, setting forth in reasonable detail the calculations underlying such certification and (b) an unqualified opinion of nationally recognized bond counsel to the effect that such reinvestment (1) will not cause any 1985A Bond to be subjected to treatment as an "arbitrage bond", as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations adopted under said Section 103(c), as each is then in effect and (2) is otherwise in compliance with this Agreement. Any reinvestment authorized by this Section 4 shall be accomplished by sale, transfer, request for redemption or other disposition of all or a portion of the Government Securities then held in the 1985A Refunding Trust Fund No. 9. with the proceeds thereof being applied simultaneously to the purchase of Substitute Government Securities, all as specified in the written direction of the the County. SECTION 5. Evidence of Transactions; Annual ~eport. (a) The Escrow Agent shall deliver to the Treasurer of the County a copy of the document(s) evidencing each transaction relating to the 1985A Refunding Trust Fund No. 1 as promptly as possible after each transactions occurs. (b) On or before August 1 of each year, the Escrow Agent shall deliver to such Treasurer a report of the financial condition of the 1985A Refunding Trust Fund No. 2 as of June 30 of that year and an operating statement for the 1985A Refunding Trust Fund No. 2 for the year ended June 30 of such year. SECTION 6. Payment of Principal and Interest on Refunded Bonds. On the respective interest payment dates, ~rincipal maturity dates for the Refunded Bonds, the Escrow Agent shall transfer to the paying agents for the Refunded Bonds, sufficient moneys from the matured principal of and interest on the Government Securities held in the 1985A Refunding Trust Fund No. 2, or other moneys or Substitute Government Securities held in such Fund, for the payment of the principal of and interest on Refunded Bonds becoming due on such respective dates. The Paying Agents for the Refunded Bonds are as follows: Issue ~a¥ing Agent(s) 1980 Sewer Bonds 1979 Water Bonds SECTION 7. Irrevocable Deposit; Express Lien. Subject to the terms hereof and except as otherwise provided herein, the deposit of the moneys, Government Securities and any Substitute Government Securities in the 1985A Refunding Trust Fund No. 2 shall constitute an irrevocable deposit in trust solely for the payment of the Refunded Bonds (including interest thereon) pursuant to the terms of the Resolution and this Agreement. The holders of the Refunded Bonds and the coupons appurtenant thereto shall have an express lien on the principal of and interest on the Government Securities, and on any moneys or Substitute Government Securities on deposit in the 1985A Refunding -4- Trust Fund No. 2, until the proceeds thereof are paid out, used or applied in accordance with this Agreement. SECTION 8. Notices. The Escrow Agent shall without further authorization or direction cause notice of the issuance of the Refunding Bonds to be published in substantially the form attached hereto as Exhibit II one (1) time each in a newspaper having general circulation in the County and in a financial newspaper published in New York, New York, and having national circulation, as soon as practicable after the delivery of the 1985A Bonds. The notices required to be published in accordance with this Section 8 may be combined with and published in conjunction with the notices required to be published under the Refunding Trust Agreement being entered into by the County and the Escrow Agent contempraneously herewith relating to the 1985A Refunding Trust No. 1, which is being established with a portion of the proceeds of the 1985A Bonds and other available moneys of the County to provide for the refunding of the County's 1962 Sewer Bonds, 1964 Sewer Bonds, 1967 Sewer Bonds, 1973 Sewer Bonds, 1962 Water Bonds and 1968 Water Bonds as defined therein. SECTION 9. Liability of Trustee. The liability of the Escrow Agent to make the payments required by this Agreement with respect to the Refunded Bonds shall be limited to the funds deposited with it hereunder and the Government Securities and any Substitute Government Securities. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the provisions hereof. In the event of the Escrow Agent's failure to account for any of the Government Securities, Substitute Government Securities or funds received by it, such Government Securities, Substitute Government Securities or funds shall be and remain the property of the County in trust for the holders of the Refunded Bonds and the interest coupons appurtenant thereto, if any, as herein provided, and if for any reason such Government Securities, Substitute Government Securities and funds cannot be identified, the assets of the Escrow Agent shall be impressed with a trust for the amount thereof and, to the fullest extent permitted by law, the County shall be entitled to a preferred claim upon such assets until identification of such Government Securities, Substitute Government Securities and funds is made. SECTION 10. Termination; Refunded Bonds and ~oupons Not Presented for Payment; Income from Government Securities or Substitute Government Securities. This Agreement shall terminate when all Refunded Bonds have been presented for payment when the principal thereof shall become due and all coupons appurtenant thereto becoming due on or prior to the date on which such bonds have been presented for payment at the due date thereof, and in each case discharged; provided, however, that if any Refunded Bond or any coupon appurtenant thereto shall not be so presented, the moneys held by the Escrow Agent therefor in the 1985A Refunding Trust Fund No. 2 shall after five (5) years after the due date thereof, at the written request of the County, be paid to the County, and this Agreement shall terminate on the date on which all payments pursuant to this provision shall have been made, and thereupon the holders of such Refunded Bonds and coupons shall thereafter be entitled to look only to the County for payment thereof. Ail income from all Government Securities and Substitute Government Securities in the hands of the Escrow Agent pursuant to this Agreement which is not required for the payment of the Refunded Bonds and interest thereon, shall be paid to the County by the Escrow Agent, without -5- further authorization or direction, on June 30 of each year or as soon thereafter as the amount of such income earned in the fiscal year ending such June 3'0 is determined. SECTION 11. Fees of Escrow. (a) The County shall pay all necessary and proper fees, compensation and expenses of the Escrow Agent and any paying agent pertaining to the Refunded Bonds, including, without limitation, reasonable compensation for all services rendered in the execution, exercise and performance of any of the duties to be exercised or performed pursuant to the provisions of this Agreement, and all expenses, disbursements and advances incurred in accordance with any provisions of this Agreement (including the reasonable compensation and expenses and disbursements of counsel not regularly in the employ thereof). (b) To the extent not paid out of the proceeds of sale of the Refunding Bonds, the County will pay the amounts described in Section 11(a) when billed. (c) The Escrow Agent acknowledges that the above-specified provisions for payment are satisfactory to it. SECTION 12. Duties of Escrow Agent; Evidence Upon Which Escrow Agent May Act; Replacement of Escrow Agent. (a) The Escrow Agent agrees to perform all the duties and obligations imposed upon it by this Agreement as well as those provisions of the Resolution applicable to the performance of this Agreement. The Escrow Agent acknowledges receipt of certified copies of the Resolution. (b) Subject to the provisions of Section 12(a), the Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein, upon any certificate, report, consent, notice, appointment or other direction made or given by the County to the Escrow Agent which shall be deemed to have been sufficiently made or given by the proper party or parties if executed on behalf of the County by an Authorized Officer as defined in the Resolution. (c) If the Escrow Agent shall cease to be eligible to act as Escrow Agent hereunder or shall resign as Escrow Agent hereunder and if requested by the County, such Escrow Agent shall execute such agreements, assignments and other documents as shall be necessary to vest in a successor escrow agent all the title, rights, duties and obligations of such bank under this Agreement and in the Government Securities, Substitute Government Securities and other funds deposited or to be deposited or received by the Escrow Agent under this Agreement. Upon acceptance by such successor escrow agent of the trusts created hereunder, all further title, rights, duties and obligations of the Escrow Agent under this Agreement shall cease and determine and be discharged, except for rights or liabilities theretofore accrued to or by the County or the Escrow Agent. SECTION 13. Incorporation by Reference. The applicable and necessary provisions of the Resolution are incorporated herein by reference. SECTION 14. Arbitrage Covenant. Any other provision of this Agreement to the contrary notwithstanding, the County hereby covenants that it will not use, or permit the use of, any proceeds of the Refunded Bonds or the 1985A Bonds, or of moneys or funds held by the Escrow Agent under this Agreement that may be deemed to be the proceeds of the Refunded Bonds or the 1985A Bonds pursuant to Section 103 of the Internal Revenue Code of 1954, as amended, and -6- regulations adopted under such Section 103, as each is then in effect, in a manner that would cause any of the Refunded Bonds or the 1985A Bonds to be subjected to treatment under such Section 103 as an "arbitrage bond", and to that end the County shall comply with applicable regulations adopted under such Section 103. SECTION 15. Benefit of Agreement; Amendments. This Agreement is made for the benefit of the County and the holders from time to time of the Refunded Bonds and the coupons appurtenant thereto except as otherwise expressly provided herein. This Agreement shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the County and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Agent for the benefit of such holders any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of counsel of recognized standing in the field of law relating to municipal bonds with respect to compliance with this Section 15, including (i) the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, the Refunding Bonds and the coupons appurtenant thereto, and (ii) the extent, if any, to which any instrument executed hereunder complies with the conditions and provisions of this Section 15. SECTION 16. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Agreement and the invalidity thereof shall in no way affect the validity of other provisions of this Agreement or of the Refunded Bonds, or the coupons appurtenant thereto or of the 1985A Bonds and the holders of the Refunded Bonds and the coupons appurtenant thereto and of the 1985A Bonds shall retain all the rights and benefits accorded them hereunder and under applicable provisions of law. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. -7- SECTION 17. Law and Place of Enforcement of this Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Virginia and any suits and actions arising out of this Agreement shall be instituted in a court of competent jurisdiction in such Commonwealth. SECTION 18. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 19. Section Headings. The headings of the several Sections hereof shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Agreement. IN WITNESS WHEREOF, the parties have each caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. COUNTY OF CHESTERFIELD, VIRGINIA Attest: By: (SEAL) Clerk of the Board of Supervisors Chairman of the Board of Supervisors ~ as Escrow Agent ATTEST: Title: By: Title: (SEAL) -8- EXHIBIT I GOVE RN~4ENT SECURITIES -9- EXHIBIT II NOTICE OF ISSUANCE OF REFUNDING BONDS County of Chesterfield, Virginia, General Obligation Sewer Bonds, dated January l, 1980; Water Revenue Bonds, dated March 1, 1979 NOTICE IS HEREBY GIVEN that the County of Chesterfield, Virginia (the "County") on August , 1985 issued its Water and Sewer Revenue Bonds, Series' 1985A (the "Series 1985A Bonds"), in the principal amount of $20,000,000 for the purpose, among other things, of refunding the captioned bonds in advance of their respective maturities. A portion of the proceeds of the Series 1985A Bonds, together with other available moneys of the County, have been deposited with , as Escrow Agent (the "Escrow Agent"~, to be held in trust and have been invested in certain direct obligations of the United States of America and certain other obligations, all as set forth in a Refunding Trust Agreement dated as of August 15, 1985 between the County and the Escrow Agent. The portion of the proceeds of the Series 1985A Bonds and other available moneys of the County so deposited with the Escrow Agent under such Refunding Trust Agreement are in such principal amount and invested in such obligations as will assure sufficient money for the payment of principal of and interest on the captioned bonds through the respective due dates thereof. Dated: , 1985 ,AS ESCROW AGENT FOR THE COUNTY OF CHESTERFIELD, VIRGINIA EXHIBI~ A TO FIRST SUPPLEMENTAL BOND RESOLUTION (FORM OF BOND) UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA COUNTY OF CHESTERFIELD WATER AND SEWER REVENUE BOND, SERIES 1985A No. R- $ INTEREST MATURITY ORIGINAL RATE: DATE: ISSUE DATE: CUSIP: REGISTERED HOLDER: PRINCIPAL SUM: DOLLARS The County of Chesterfield (hereinafter referred to as the "County"), a political subdivision of the Commonwealth of Virginia, for value received, hereby acknowledges itself indebted and hereby promises to pay to the Registered Holder (named above), or registered assigns, but solely from the Revenues and moneys pledged to the payment hereof hereinafter specified and not otherwise, on the Maturity Date (specified above) unless this Bond shall have been called for previous redemption and payment of the redemption price shall have been duly made or provided for, the Principal Sum (specified above), and to pay interest on such Principal Sum, but solely from such Revenues and moneys pledged to the payment hereof hereinafter specified and not otherwise, on the first day of November, 1985 and semiannually on the first day of May and the first day of November of each year thereafter (each such date is hereinafter referred to as an "interest payment date"), from the date of the initial authentication hereof or from the interest payment date next preceding the date of authentication hereof to which interest shall have been paid, unless such date of authentication is an interest payment date, in which case, from such interest payment date, or unless such date of authentication is within the period from the sixteenth (16th day to the last day of the calendar month next preceding the following interest payment date, in which case from such following interest payment date, such interest to be paid until the maturity or redemption hereof at the Interest Rate (specified above) per annum, by check or draft mailed by the Registrar hereinafter mentioned to the .Registered Holder in whose name this Bond is registered upon the books of registry of the County kept by the Registrar as of the close of business on the fifteenth (15th) day (whether or not a business day) of the calendar month next preceding each interest payment date at the address of the Registered Holder hereof as it appears on such books of registry. The principal of and premium, if any, on this Bond are payable on presentation and surrender hereof at the principal office of , __, as Registrar, in the City of , · Both principal of and premium, if any, and interest on this Bond are payable in such coin or currency of the United States of America as at the respective dates of payment thereof is legal tender for public and private debts. The Bonds of the Series of which this Bond is one maturing on or before November 1, 1995 are not subject to redemption prior to their stated maturities. The Bonds of the Series of which this Bond is one maturing on November 1, 2003 shall be subject to mandatory sinking fund redemption from Sinking Fund Payments made in accordance with the provisions of the Resolution and to payment at maturity on November 1 in each of the years and, in the principal amounts set forth below, at a redemption price equal to the principal amount redeemed, together with the interest accrued on ~such principal amount to the date fixed for redemption: Year Principal Amount 2001 $ 885,000 2002 965,000 2003 1,050,000 The Bonds of the Series of which this Bond is one maturing on November 1, 2010 shall be subject to mandatory sinking fund redemption from Sinking Fund Payments made in accordance with the provisions of the Resolution and to payment at maturity on November 1 in each of the years and, in the principal amounts set forth below, at a redemption price equal to the principal amount redeemed, together with the interest accrued on such principal amount to the date fixed for redemption: Year Principal Amount 2004 $ 1,140,000 2005 1,240,000 2006 1,350,000 2007 1,470,000 2008 1,595,000 2009 1,735,000 2010 1,890,000 The Bonds of the Series of which this Bond is one maturing on November 1, 1996 and thereafter (including the Series of which this Bond is one Bonds maturing on November 1, 2003 and November 1, 2010), shall be subject to redemption prior to their stated maturities, at the option of the County, from moneys on deposit in the Redemption Fund created and established by the Resolution or from other available moneys of the County, on and after November 1, 1995, as a whole at any time, or in part from time to time on any interest payment date in such order as the County may determine, at the respective redemption prices (expressed as a percentage of the principal amount to be redeemed) set forth below if such redemption is made from any moneys other than moneys required by to be paid as Sinking Fund Payments, together with the interest accrued on such principal amount to the date fixed for redemption: Period During Which Redeemed (Both Dates Inclusive) Redemption Price November 1, 1995 through October 31, 1996 November 1, 1996 through October 31, 1997 November 1, 1997 through October 31, 1998 November 1, 1998 through October 31, 1999 November 1, 1999 through and thereafter 102% 101 1/2% 101% 100 1/2% 100% If this Bond is redeemable and shall be called for redemption, notice of the redemption hereof, notice of such redemption shall be mailed not less than thirty (30) days prior to the date fixed for redemption by registered mail to the Registered Holder of this Bond at such Registered Holder's address as shown on the books of registry -4- Resolution as to this Bond and the lien and pledge of this Bond on the Revenues of the System if there shall have been deposited with a paying agent for this Bond on or before the maturity or redemption hereof moneys sufficient to pay the principal hereof and the interest hereon to the maturity or redemption date hereof, or certain specified securities maturing at such times and in such amounts which, together with the earnings thereon, would be sufficient for such payment, or a combination of both such moneys and securities; and for the other terms and provisions of the Resolution. This Bond shall not be valid or obligatory unless the certificate of authentication hereon shall have been manually signed by an authorized signator of the Registrar. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of ths Bond and the issue of which it is a part do exist, have happened and have been performed in regular and due time, form and manner as required by law, and that the Bonds of the issue of which this Bond is a part do not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the County, by its Board of Supervisors, has caused this Bond to be signed by the Chairman and the Clerk of such Board, by their manual or facsimile signatures, and the corporate seal of the County to be impressed or imprinted hereon this Bond to be dated the first day of August, 1985. (Seal) Clerk of the Board of Supervisors Chairman of the Board of Supervisors (FORM OF CERTIFICATE OF AUTHENTICATION) Certificate of Authentication This Bond is one of the Bonds delivered pursuant to the within-mentioned proceedings. , Registrar By: Authorized Signatu're Dated: -5- (FORM OF ASSIGNMENT) For value received assigns and transfer unto hereby sells, Please insert Social Security or other Tax Identifying Number of Assignee: the within-mentioned Bond and hereby irrevocably constitutes and appoints , agent, to transfer the same on the books of registry in the office of the Registrar with full power of substitution in the premises. Dated: Registered Holder Signature Guaranteed: NOTE: The signature to this assignment must correspond with the name as written on the face of the within Bond in every particular, without alteration, enlargement or any change whatsoever. -3- maintained by the Registrar. When notice of redemption of this Bond shall have been given as hereinabove set forth, this Bond shall become due and payable on the date so specified for its redemption at a price equal to the principal amount hereof and redemption premium, if any, hereon, together with the interest accrued hereon to such date, and whenever payment of such redemption price shall have been duly made or provided for, interest on this Bond shall cease to accrue from and after the date so specified for its redemption. This Bond is one of a duly authorized issue of Bonds (herein referred to as the "Bonds") of the aggregate principal amount of twenty million dollars ($20,000,000) of like date, denomination and tenor herewith except for number, interest rate, maturity and redemption provisions, and is issued under and pursuant to and in full compliance with the Constitution and statutes of the Commonwealth of Virginia, including Chapter 5 of Title 15.1 of the Code of Virginia 1950, as amended (the same being the Public Finance Act), resolutions duly adopted on July 24~ 1985, by the Board of Supervisors of the County, entitled "RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CHESTERFIELD, VIRGINIA, AUTHORIZING THE ISSUANCE OF %~ATER AND SEWER REVENUE BONDS OF THE COUNTY OF CHESTERFIELD, VIRGINIA, AND PROVIDING FOR THE SECURITY OF THE HOLDERS THEREOF" and "FIRST SUPPLEMENTAL BOND RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF $20,000,000 AGGREGATE PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE BONDS, SERIES 1985A, DATED AS OF AUGUST 1, 1985, OF THE COUNTY OF CHESTERFIELD, VIRGINIA" (such resolutions being herein referred to collectively as the "Resolution"). The Bonds are issued to finance the costs of extensions, additions and capital improvements to, or the renewal and replacement of capital assets of, or purchasing and installing new equipment to the County's water and sewer system (hereinafter referred to as the "System"). The Bonds and the interest thereon are payable solely from, and secured equally and ratably with other bonds which may hereafter be issued on a parity therewith under the Resolution outstanding from time to time solely by a lien and charge on, the Revenues (as defined in the Resolution) derived from the operation of the System, subject to the prior payment from such Revenues of the Operating Expenses of the System, and from moneys held in funds and accounts, created and established under the Resolution pledged to the payment thereof. The Resolution provides that the bonds issued thereunder shall not be deemed to constitute a full faith and credit general obligation of the County for which there is a right to compel the exercise of the ad valorem taxing power of the County. Reference is hereby made to the Resolution, to all of the provisions of which any Registered Holder of this Bond by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the bonds issued under the Resolution, including this Bond; the description of the System; the Revenues pledged to the payment of the interest on and principal of the bonds issued under the Resolution, including this Bond; the nature and extent and manner of enforcement of the pledge; the covenants of the County as to the fixing, maintaining and revising of rates, rentals, fees and charges for the services, facilities and commodities of the System; the covenants of the County as to the collection, deposit and application of the Revenues of the System; the conditions upon which other bonds may hereafter be issued under the Resolution payable on a parity with this Bond from the Revenues of System of the County and equally and ratably secured herewith; the rights, duties and obligations of the County; the provisions discharging the CHESTERFI ELD COUNTY BOARD OF' SUPERVISORS AGENDA SUBJECT: Award of Contract for Escrow Agent, Paying and Registering Agent, and Trustee Services for Sewer & Water Bonds COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: Staff is recommending Bank of Virginia Trust Company to serve as escrow agent, paying and registering agent, and Trustee for the upcoming sewer and water bond financing. Bank of Virginia submitted low bid and demonstrated considerable experience in this area of financing. The cost for these required services will be approximately $7,000 per year. ATTACHMENTS: YES i'1 NO [] PREPARED B. Ramsey, DireCtor Budget & AccountinguDepartmen SIGNATURE' COUNTY ADMI N! STRATOR CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: July 24, 1985 ITEM NUMBER: 10.J.4.a. SUBJECT: Condemnation for a Sewer Easement across the Property of Willie V. Williams and Mamie H. Williams; Rock Springs Farm. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: Staff is requesting the Board to authorize the County Attorney to prOceed with condemnation for a sewer easement for the extension of sewers within Rock Spring Farms, S73-2T/7. On July 12, 1985, an offer of $512 was made to the above owners for a 20' permanent sewer easement and a 10' temporary construction easement for the extension of sewers within Rock Springs Farms. This offer has not been accepted. Since the contract for installation of the sewer line was awarded June 26, 1985, it is necessary to proceed with condemnation on an emergency basis. Staff recommends that the Board authorize the County Attorney to proceed with condemnation on an emergency basis and exercise immediate right of entry pursuant to Section 15.1-238.1 of the Code of Virginia, and that the County Administrator be instructed to notify the owners by certified mail on July 25, 1985, of the County's intention to take possession of the easement. District: Dale Recommend Approval PREPARED BY; Mr. Williams has requested that he be allowe~ to address the Board. ATTACHMENTS: YES ~ NO [] SIGNATURE: ~ ~ "COUNTY ADMINISTRATOR II [ ,,/ i £ L I Aii'rS C~ T T~f~ICtF t~ O~ D UTILITIES CHESTERFIELD J" DAT~ TZ~X DATE REVISIONS DEPARTMENT COUNTY, VIRGINIA ,~ 1~ =o. ' FAIRPINES RD vO MON T m CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE; July 24, 1985 ITEM NUMBER: 10.J.4.b. SUBJECT: Condemnation for a Sewer Easement across the Property of Emmett L. Grubb, Jr., and Alice B. Grubb; Rock Spring Farms. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Staff is requesting the Board to authorize the County Attorney to process with condemnation for a sewer easement for the extension of sewers within ROck Spring Farms, S73-2T/6. On June 20, 1985, an offer of $624 was made to the above owners for a 20' permanent sewer easement and a 10' temporary construction easement for the extension of sewers within Rock Spring Farms. This offer has not been accepted. Since the contract for installation of the sewer line was awarded June 26, 1985, it is necessary to proceed with condemnation on an emergency basis. Staff recommends that the Board authorize the County Attorney to proceed with condemnation on an emergency basis and exercise immediate right of entry pursuant to Section 15.1-238.1 of the Code of Virginia, and that the County Administrator be instructed to notify the owners by certified mail on July 25, 1985, of the County's intention to take possession of the easement. District: Dale Recommend Approval PREPARED BY; ATTACHMENTS: YES ~ NO ~ SIGNATURE:, COU~i NISTRATOR EMMETT L. JR. ~ ALICE B. GRUBB D.~.~! P. E. !. dR. ~ HATTIE H D.B. 445 P. 517 '1 I ~oCK ~ ,.j ~01- II 80CK $P81~6 . $1~c'flON $/./R Y E Y 0 F t BELMONT % 61LL'$ :- ' F&I~INES ; TUC~r~ CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: July 24, 1985 ITEM NUMBER: 10.J.4.c. SUBJECT: Condemnation for a Sewer Easement across the Property of E. L. Wynn, Jr., and Hattie W. Wynn; Rock Spring Farms. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: Staff is requesting the Board to authorize the County Attorney to proceed with condemnation for a sewer easement for the extension of sewers within ROck Spring Farms, S73-2T/5. On June 20, 1985, an offer of $162 was made to the above owners for a 20' permanent sewer easement and a 10' temporary construction easement for the extension of sewers within Rock Spring Farms. This offer has not been accepted. Since the contract for installation of the line was awarded June 26, 1985, it is necessary to proceed with condemnation on an emergency basis. Staff recommends that the Board authorize the County Attorney to proceed with condemnation on an emergency basis and exercise immediate right of entry pursuant to Section 15.1-238.1 of the Code of Virginia, and that the County Administrator be instructed to notify the owners by certified mail on July 25, 1985, of the County's intention to take possession of the easement. District: Dale Recommend Approval PREPARED BY; ~ ~/ ATTACHMENTS: YES J~ NO [] SIGNATURE: .... COUNTY ADMI NI STRATOR · FAiRPINES ~o CT. Cosb~$ LOk ?? VD BELMONT ~D C~ '.%-. /. (.ITTLE /0 EMMETT: L. ~ ALIC£ GRUBB D. B. 4~1: P. 156 , E. L . JR. ~5t HA T TIE ~H W YNN D.B. 445 P. / / t. OT II CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: July 24, 1985 ITEM NUMBER: 10.J.4.d. SUBJECT: Condemnation for a Sewer Easement across the Property of Irving F. Anderson, Jr., and Mickey L. Anderson; Rock Spring Farms. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Staff is requesting the Board to authorize the County Attorney to proceed with condemnation for a sewer easement for the extension of sewers within Rock Spring Farms, S73-2T/8. On July 12, 1985, an offer of $733 was made to the above owners for a 16' permanent sewer easement and a 20' temporary construction easement for the extension of sewers within Rock Spring Farms. This offer has not been accepted. Since the contract for installation of the sewer line was awarded June 26, 1985, it is necessary to proceed with condemnation on an emergency basis. Staff recommends that the Board authorize the County Attorney to proceed with condemnation on an emergency basis and exercise immediate right of entry pursuant to Section 15.1-238.1 of the Code of Virginia, and that the County Administrator be instructed to notify the owners by certified mail on July 25, 1985, of the County's intention to take possession of the easement. District: Dale Recommend Approval ATTACHMENTS: YES ~ NO [] SIGNATURE: COUNTY ADMINISTRATOR er mo BELMONT I'o m · FAIRPIN ES ,/ Lok Island TTL[ D. 8. 75E P. ,~06 ' S ~o 45'53"W 189.~7 ' 20' CONSTRUCTION EASE. 16~ SEFIEB EASEI~IENT 10T 5 D. ~. 571 P. N 42045'58 "E'"--'- 194. 66 SE~YEB LINE LOT ~ IHVIN~ ~'. JR. ~ MICKEY L. O.B. 13~9 ~ ~0' B~DG. LINE 17~. 95' ~ S4~o4~'53"W SWALE ROAD 5o' R/w SURYEY OF I 6' PERMA NEN T SEWER L/NE EA SEMEN T A ND 2 O' TEMPORARY CONS TR.U¢ TION EA SEMEN T A CROSS PROPERTY OF IRVING F. ANDERSON JR. ~ MICKEY._L.. ANDERSON DALE DISTRICTj CHESTERFIEI_ D COUNTY~ VIRGINIA SCALE~ I "= 50' BY CAREOUTH AND ASSOCIATES. INC. SUEVEYOR$ 91OO JEFFERSON DAVIS HWY. DATE: 1-35-85 RICHMOND, VA. CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGE NDA MEETING DATE' July 24, 1985 ITEM NUMBER: 10.J.4.e. SUBJECT: Condemnation for a Sewer Easement across the Property of James C. Nelder, Jr., and Barbara L. Nelder; Rock Spring Farms. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Staff is requesting the Board to authorize the County Attorney to proceed with condemnation for a sewer easement for the extension of sewers within Rock Spring Farms, S73-2T/9. On July 11, 1985, an offer of $613 was made to the above owners for a 16' permanent sewer easement and a 20' temporary construction easement for the extension of sewers within Rock Spring Farms. This offer has not been accepted, and in meeting with staff and engineers, a more suitable location could not be determined. Since the contract for installation of the line was awarded June 26, 1985, it is necessary to proceed with condemnation on an emergency basis. Staff recommends that the Board authorize the County Attorney to proceed with condemnation on an emergency basis and exercise immediate right of entry pursuant to Section 15.1-238.1 of the Code of Virginia, and that the County Administrator be instructed to notify the owners by certified mail on July 25, 1985, of the County's intention to take possession of the easement. District: Dale~ Recommend Approval PREPARED BY; ATTACHMENTS: YES ,1~ NO [] SIGNATURE: C~~I NISTRATOR IV42° 43 '52"E ~ 184.08' I'OT 4 ~ HORACE E. B ANNE G. SC T D.B. 758 P. $05 20' CONSTRUCTION EASE. 16 ' SEWER EASEIWEN T tOT 5. JAM£$ C. JR. ~ BARBARA £. O. 8. 5TI P. ~41 194.66 SEWER LINE 10T 6 IRVIN~ E. JR. ~ MICKEY ANDERSON D.B. 1~,29 R 502 20' BLDG. LINE 174, 95' ~ S42o4~7'52"W SV/AIE ROAD 5o ' R/W BELMONT m m m ! FAIR~INES IK) DR ;SUp RD LITTLE REEK" m CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: SUBJECT: July 24, 1985 ITEM NUMBER; 10.J.5.a. Approval of Water Contract for Queenspark Subdivision, Section A. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Staff requests that the Board approve the following contract: Water Contract Number W85-113CD, Queenspark Subdivision, Section A Developer: Queensmill Corporation Contractor: IPK Excavating Company, Incorporated Total Contract Cost: $141,734.27 Total Estimated County Cost: $ 25,821.50 (Refund through Connections for Oversized Line) Estimated Developer Cost: Number of Connections: 59 Code: 5E-2511-997 $115,912.77 Staff recommends approval of the contract and refund for the 16" oversized water line. The oversized water line will provide service north of the Robious and Huguenot Roads Area. Refund will be made through connections. District: Midlothian Recommend Approval PREPARED BY; ATTACHMENTS: YES i~ NO [] SIGNATURE: ' COUNTY ADM I NI STRATOR CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE: SUBJECT: July 24, 1985 ITEM NUMBER: 10.J.5.b. Consider Request for a Water Line Extension on Hicks Road. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: Staff requests that the Board authorize the Utilities Department to extend water service to a portion of Hicks Road. After receiving a petition for water service, the Utility Department requested and the Board authorized a survey of the twenty-three (23) residents on Hicks Road, between Mountain Pine Boulevard and Dowd Lane, to determine the number of property owners that desired public water service. Only nine (9) of the twenty-three (23) residents signed contracts; however, those that signed are grouped such that only short extensions are required to provide services. The number signing contracts in the area proposed to be served is 73 percent. Staff recommends that the Utilities Department be authorized to design the entire extension and to install the line necessary to serve the nine (9) residents that signed contracts, and that $20,000 be allocated for this project from the 1986 Capital Improvement Budget. District: Clover Hill Recommend Approval ATTACHMENTS: YES ~ NO [] SIGNATURE: ~ · ' ~' CO~-UNTY ADMINISTRATOR 124 8 \ \ J CHESTERFI ELD COUNTY BOARD OF' SUPERVISORS AGENDA MEETING DATE SUBJECT: July 24, 1985 ITEM NUMBER: 10.j.5_~_ Request for Extension of Time on Refunds for Robindale Subdivision. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Staff requests that the Board approve a one (1) extension of time on refunds for Robindale Subdivision. year Mr. Charlie B. Heath has requested, on behalf of Bach Corporation, a two (2) year extension of time on refunds due under contract W80-70CD for an off-site water line to serve Robindale Subdivision. The developer was due $9300 under the terms of the contract and has $3000 remaining. The refund provisions expire July 28, 1985. In accordance with past practices, we recommend a one (1) year extension of the contract refund provisions to July 28, 1986. We also recommend no further extensions be granted. District: Dale Recommend Approval of Extension to July 28, 1986 ATTACHMENTS: YES ~ NO [] SIGNATURE: COUNTY ADMINISTRATOR COUR~'H~ CHESTERFIELD COUNTY BOARD OF SUPERVISORS AGE NDA MEETING DATE' July 24, 1985 ITEM NUMBER; 10.J.5.d. SUBJECT: Agreement with Virginia Department of Highways and Transportation for Adjustment of Utilities on Powhite Parkway, Section TR00-020-101,C501. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Staff requests that the Board approve the agreement with Virginia Department of Highways and Transportation for the adjustment of utilities on Powhite Parkway. The Utilities Department has reviewed the Virginia Department of Highways and Transportation's standard agreement for adjusting water and sewer facilities, and finds the document satisfactory. The work involves adjustments of utilities for the proposed Powhite Parkway from Midlothian Turnpike to the existing toll plaza. The estimated costs are $68,000 for water and $35,000 for sewer, to be paid from CIP funds designated' for miscellaneous highway projects at the completion of construction. We recommend that the Board authorize the County Administrator to execute this agreement subject to approval of the County Attorney. District: Midlothian Recommend Approva~ PREPARED BY; i ~ ~ ATTACHMENTS: YES I~ NO [] SIGNATURE: ~Y ADMINISTRATOR I' l/A MAR DR FRAMEWAY RD FRANCILLDR FRANC1NE RD 50--3 ~-15 CT GARRISON PLACE DR GARRISON PLACE RD (;I~RMON F AVE GET'TINGS LA GItENT C I R,,~ GHENTCT GHENTDR GILL ST 62-1 67-16 40-10 40-11 40-10 115-11 GLENPARI~ CT 26-1 GLENPARK LA 26-1 GLENSHADE DR 26--5 GLISSON RD 81.~ GLOBAL CT 53-15 GLORIA CT 13-31 GOBY c'r 49-2 GOLDENBROOK CT 93-14 GOLDENBROOK DR 93-14 GOLDFINCH DR 41-9 GOLF COURSE RD 134--2 GOODES BRIDGE ~ 40-2 GOODMAN CT 27-4 POCONO KNIGHTSBRI I C H 1~ /THREE PINE:[ CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE SUBJECT: July 24, 1985 ITEM NUMBER: 10.J.5.e. Acceptance of Deed of Dedication along Spring Run Road from Charles H. Vette and Jacqueline C. Osmond Vette. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Staff requests the Board accept the conveyance of a 20' wide strip of land along Spring Run Road from Charles H. Vette and Jacqueline C. Osmond Vette. It is the policy of the County to acquire right of way whenever possible through development to meet the ultimate road width as shown on the Plan 2000. The dedication of this right of way conforms to that plan. Staff recommends that the Board accept the conveyance of this right of way and authorize the County Administrator to execute the necessary deed. District: Matoaca Recommend Approval ATTACHMENTS: YES ,~ NO ~ SIGNATURE: COUNTY ADMINISTRATOR J..t~-AcR~s NAP OF T%tO PARCELS OF LAND,,.. SITUA:TED ON T. fiE SDUTHEfIN SIDE OF SPRING RUN ROAD,(IITE. 65h), h'EST OF 0UALLA ROAD, IN .~LXT¢)ACA DZSTRICT OF CHESTERI,'IELD COUNTy~ VA. SCALE:- 1"= 60' APItIL 22, 1985 / I I I ! · POCAH 0 N DR. .BEACH J RD JO, US Pege 38 BEACH · o' I. %- i i l i i ! ! /'$0 //// ( CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AG E NDA MEETING DATE' July 24, 1985 ITEM NUMBER: 10.J.5.f. SUBJECT: Acceptance of Deed of Dedication along Courthouse Road from the Trustees of Stockton Memorial Baptist Church, Oak Forest Chapel. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: Staff is requesting the Board to accept a conveyance of a 20' strip of land along Courthouse Road from the Trustees of Stockton Memorial Baptist Church, Oak Forest Chapel, and authorize the County Administrator to execute the necessary deed. It is the policy of the County to acquire right of way whenever possible through development to meet the ultimate road width as shown on the Plan 2000. The dedication of this right of way conforms to that plan. Staff recommends that the Board accept the conveyance of this right of way and authorize the County Administrator to execute the necessary deed. District: Clover Hill Recommend Approval PREPARED BY; ~[~~ ~' ATTACHMENTS: YES I~ NO [] SIGNATURE: COUNTY ADM I N! STRATOR i PO C A H O N A S 1.3". RURNETT STATE L. PAR K Swif! ~C re~/~ CHESTERFIELD COUNTY BOARD OF SUPERVISORS AG E NDA MEETING DATE' SUBJECT: July 24, 1985 ITEM NUMBER; 10.J.5.g. Acceptance of a Deed of Dedication for Robious Crossing Drive from the Chesterfield County School Board COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Staff requests the Board to accept a variable width right of way from the the County School Board for Robious Crossing Drive. In order to have Robious Crossing Drive accepted into the VDH&T maintenance system, the right of way must be conveyed to the County. This Deed of Dedication accomplishes that requirement. Staff recommends that the Board authorize the County Administrator to execute the Deed of Dedication accepting it on behalf of the Board. District: Midlothian Recommend Approval ATTACHMENTS: YES ~ NO [] SIGNATURE: COUNTY ADMINISTRATOR JAMES K.'TIMMON5 ' p. 60'C~.76 * ?I_-"JT SI-1014/ING /,J ST,~IP. ' IVO£TH 0,~ ~O~PIOLIS J. K. TIMMONS & ASSOCIATES, ING ENOINEERS 711 N. COURTHOUSE RD. RICHMOND, VA. 8803, STAPLES MILL RD. HENRICC CO, VA. 1~OO5 STEEPLESTONE DR. MtDLOIH,~N~ VA DA~E-/ -~ _~_.~.~2' SL. ~ DRAWH BY- Z,(~-~S · c.~c~<~ ay..~,~l~_ i i i i Po~ t xx~ I ) INIkNWOOD C)T a I 96 ¥11. LEGE RD- CHESTER- FIELD MALL '~ /Vugue~/of i ~Fc-ORGdNN'~ ~ao e ~7 · MEETING DATE: CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGE NDA REPORTS July 24, 1985 ~PO~ ON: GENE~L FUND CQNTINGENCY ACCOST ATTACHMENTS: YE.S:,d~ NO Ci SIGNATURE: ~' ~,~o~ COUNTY ADMINISTRATOR Page 1 of 2 CHESTERFIELD COUNTY STATUS OF GENERAL FUND CONTINGENCY ACCOUNT July 17, 1985 Date 7/01/85 7/10/85 7/10/85 Department/Description Amount Original FY86 Budget Appropriation Rescue Squads - $20,000 donation to each of four. 80,000.00 Old Creek West - Completion of roads. 34,497.00 Balance $500,000.00 420,000.00 385,503.00 MEETING DATE: REPORT ON: CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA REPORTS Juiy 24, ~'985 . Revised Completion Schedule for General Pla,n Revisions At the June 19, 1985 Board of Supervisors Meeting, Planning Staff was authorized to develop a Bon Air Community Plan. Staff has negotiated a schedule with the consultants responsible for the Southern, Western and Northern Area Plans to accommodate the Bon Air Plan development. This revised schedule requires the ConsUltants to complete the Southern and Western Plans prior to November 30, 1985 as originally anticipated. The Northern Area Plan development would be delayed until the Bon Air Plan has been substantially completed. The schedule anticipates Planning Staff will complete the final Bon Air Plan draft by November 15, 1985; the Northern Area Plan will be completed by April 1, 1986. There are seven separate planning efforts underway. The attached report schedule indicates the current status of these planning efforts. Also attached is a tentative work schedule for meetings and interim Plan prOducts. Board Action Requested: The Board accept the~ attached schedule for completion of the General Plan revision. AGENII/JL66/jac ATTACHMENTS: YES E~ NO I"1 SIGNATURE: COUNTY ADM I NI STRATOR il ~ ~oo 0 r~ (D ~Q 0 4J o 0 o 0 o 0 0 0 (D 0 4J 0 0 0 0 0 0 0 0 ~ 0 P~NNED DEVELOPMENT SCHEDULE P,qCJECT PkqS-- POAH!~/ FNON A~E.q CENTRAL WESTE_2N SOUTHERN ROUTE 228 REVIEW AREA ARFJq ARM AREQ COMMUNITY PLg~ PDqN PLAN P~N PLaN PLaN PhqN i - OAT~ COL/PLC~N FACTORS SCH~UL~ CO~PL~ION -- ~EETING - ll-JlJL-85 15-NOV-85 12-SEP-85__ . 11-JtJL-85 ~::. 15-NOV-85 10-SEP-~ CURR~T STATUS'' 15-MAR-8~. 15-F~-85 15-AUG-84 II-JUL-55 .. 11-Jbl.-85 COMPLETE COMPLEllE COMPLETE IN OPE~TION OPERATION ]' PENI}IN8 PIE]ti}iNS 09-~UG-8~ .................. OS-AUG-85 18-DEC-85 -- AUG 85 9-16 ~UO 85 18-23 DEC-85 1-t20CT-~5 lO-AUG-85 IS-AUG-85 83-DEC-85 18-0CT-85 'PENDING PENDING PENDING ~EETiNG SELECT PLAN OU~R~T STATUS iO-SEPT-85 tO-SEPT-85 3t-JAN-86 04-NOV-85 ............. 16SEP iO'iOCT-16SEP TO iOCT .... 1:28'FEB-OS--12-21'6CT~65 .... Of-OCT-85 Of-OCT-85 2~-FEB-86 81-0CT-85 C~PLETE ?E~iNG P~DING PENDING PENDING iV - WR:L:M~NRRf ORPST SCHEDUi_~ CO~qPL~!ON ~EETING ' CDJNTY-~.~ENTS' CUR.R~T ST~T~ 06-DEC-84 I9-!~.~R-85 30-JAN-B5 COMPLETE ~MPLETE 30-APR-~ V - ~MI~ISTRAT!VE ~VIEW CO~MIT?-~ R~ViEW VD~&T ?EVIEW - - O~-f -) ............ 07~E~;S~------~M~~O=~T:8~ -- 10-DEC-~4 -- -- -- 2:I-~AR-85 -- -- -- '- IS~ ~'F.,'=.,- !) ......... ~- -- -- -- --V1,-~-AD~iNIST?RT!VE--?ROCESS ............................ PUBLIC ~2PFT 88-JUN-OS 31-OCT-S5 31-OCT-85 ~1-~R-86 15-NOV-BE -----~D'~GB~-IT~ '-12-JlJl.-65 .......OI-NDV~BS----OF-NDV-BO-----Ii~MAR:8~--I5~N~-~ BOARD RE=~R~L TO PC 24-JUL-OS 12-NOV-85 12-NDV-85 82-APR-56 27-NOV-OS PRESS BRiEFiNG 30-JUL-OS 14-NOV-55 i4-NOV-85 2~-APR-56 88-NOV-86 --PU~IC-~NFOR¥'~INSS ..... 2!-~.q~-55 ...... 8g~MAY-B5 .... 6~-F,AUG-.~--OS~O4:DEC:~5---OS~O4:DEC:25--29~30-AP~:B6" PUBLIC NOTICE PC 2g-JLFL-65 21-NOV-85 : 81-NOV-85 85-APR-86 30-DEC-~ WA, SESSION/PUB. HEAR!?~ PC ~-APR-85 18-JlJNE-85 80-AUG-S5 17-DEC-85 17-DEC-85 20-~Y-86 21-JAN-86 --BOA~-~a~o.-El-_~-ii'EI~ 02-RUG=SO--3(T~AG~BO--OI:NOV=85'----1-O:JAN=~G~'I-OZJANZBG--3OZMAYZ86~88=FEB:O6----- WA. SESSiON/PUB. HE,RInG ~S 14-AUG-GE 11-SEP-85 1S-NOV-85 12-FEB-86 12-FEB-86 09-JUL-86 12-MAR-86 Vii - AOOPTiD~ 88-AUS-85 25-SEPT-85 27-NOV-55 8G-F~-86 8~-FEB-O6 83-JUL-OS -' MEETING DATE: CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA REPORTS July..24, 1985 10 K.2. REPORT ON: Revised CQmpletion Scnedule'for General Plan Revisions At the June 19, 1985 Board of Supervisors Meeting, Planning Staff was authorized to develop a Bon Air Community Plan. Staff has negotiated a schedule with the consultants responsible for the Southern, Western and Northern Area Plans to accommodate the Bon Air Plan development. This revised schedule requires the Consultants to complete the Southern and Western Plans prior to November 30, 1985 as originally anticipated. The Northern Area Plan development would be delay~d.-..~n~l the Bon Air Plan has been substantially completed. The ~c~dule a~_t_~e~-~tes Planning Staff will complete the final Bon Air p~an draft by No~6~ber 15, 1985; the Northern Area plan will be completed~by April 1, 19~.2 ' There are seven separate planning effort~e~&~_~.~attached report schedule indicates the' current status of_these p~ann~ng efforts. Also attached is a tentative work schedule for meetings/ and interim plan .. products. AGENII/JL66/jac ATTACHMENTS: YES ~ NO [] SIGNATURE: COUNTY ADM I NISTRATOR 0 0 A u} (D 0 (D 0 0 03 3: 2~ 0 r..) 0 rj pLANNED DEVELOPMENT SCHEDULE PROJECT PH~qSE PO~H!TE/ ENON AREA CENTRAL WES~RN SOUTHERN NOmH~RN BON AiR -~--~0~'-28~ ...... R~ ............. ~A ARF~ ARE~ AREA CO~KONITY PLAN PLAN PLAN PLAN PLAN PLqN PLAN _---~-s--~t~..COLT~L~-)~cTO~~ ...................................................... $CH~ULED COMPLETIGN 15-~R-84 15-FEB-~5 15-AUG-B~ 11-JUL-85__ - Il-JUL-85 15-NOV-85 18-SEP-85 ME~ING 11-JUL-85 ti-JUL-85 15-NOV-85 IO-S~P-~ CURR~T STATUS COMPLETE COMPLETE COMPLE~ IN OPE~TION IN OPERATION PENDINS P~DiN8 R~i~ ~LTERNATIVES 9-16 AUG 85 9-16 AUG 85 18-23 DEC-B5 1-I2 OCT-B5 FINAL SELECTION 16-AUG-B5 ~6-~UG-85 ~Z-DEC-85 18-OCT-~ rC~'PLEe= nBM~L~7~ ......... OGM°L=?~ ........... ~ENDi~n ......... --~E~D~R~ .... $~li61~G" .......... ~DiW~ .... SELECT PLaN CURR~T ST~TUS COMPLETE N/A COMPLETE i6-SEPT-85 1G-SEPT-85 3t-JAN-B6 04-NOV-G5 - 16SEP TO iOCT 'IGSEP TO lOOT 'iz28 FEB-~6 i2-810CT-S5 ~ n~ ~ 0t-~-~~ ~-uu~-8~ OI-OCT-85 28-FEB-86 ~ ~ ~ PE~iNG PENDING PENDING PENDING iV - PR:L!M~NARY DR~T SCHEDULED COMPLETION OG-DEC-84 19-MAR-B5 MEETING ...... COI~NTY-COY~ENTS ......................... CURR~T STAT~ COMPLETE COMPLETE 30-JAN-85 t!-OCT-B5 Il-OCT-85 17-MAR-BO 15-NOV-85 .- il-OCT-B5 II-OCT-85 i7-MAR-O6 -- '83=OCT=BS----~3:DC/-BS~8I'-9~AR~S6 -- 30-~PR-85 PENDING PENDING PENDING PENDING ........ ~DMINiSTR~TiVE-REViE~ COMMITTEE R~iEW VDH&T REVIEW ....... O~R 'f -') ............. O7=DEC~Sg----COMpCETE--'---~0~M~¥zSS ...... 10-DEC-Sg ........ 81-M~R-85 .......... 'ISEE ~OTE !) .... ~- PUBLIC ~2AFT 28-J1]N-85 31-0CT-85 31-0CT-85 31-MAR-86 15-NOV-OS ......... ~RD AGEN~A'ITE~ 12-JUL-S5 OI-NOV-85 ': OI~NOV-B5 ........ii-MAR~G6 ...... 15=NOV-~-- BOARD REFUSAL TO PC 24-JUL-85 13-NOV-85 13-NOV-85 83-APR-BO 27-NOV-85 PRESS BRiEFiNG 30-JUL-85 l~-NOV-85 i4-NOV-85 24-APR-BO 28-NOV-65 ......... PU~IC-INFOR,"'~TINGS ...... 8!-MAR-B5 ..... 29~AY-B5 ~'7-AU~-85 ...... 03~O~DEC:BE--O3, O4:DEC:85--29~'30-APR~86' PUBLIC NOTICE PC 29-J~L-B5 21-NOV-B5 81-NOV-B5 85-APR-BO 30-DEC-~ WR. SESSION/PUB. HE~RI~ PC 8-APR-85 tO-JUNE-85 20-AUG-85 17-DEC-85 17-DEC-85 80-M~Y-86 2I-JAN-86 ........ BOAB~"~o'-~I~-iiPSM' '02'AUG~B5 .... 30:AUS:85 ....... OI:NOV~85 ...... IO:JAN-BG~'"l~ZJAN:86 30:MAY~BG--~88~FEB:86---- WR. SESSION/PUB. HEgRING ~S 14-AUG-85 It-SEP-B5 13-NOV-85 12-FEB-86 12-FEB-86 O9-JUL-86 i2-MAR-OG Vii - ADOPTION 88-~U8-85 85-SEPT-85 27-NOV-85 26-F~-OG 2G-F~-O6 22-JUL-BO 0 0 (1) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ~ t~· Ia. I~. PROJECT PH~S~ PO~H!TE/ ~NON RRE~ CENTRAL WESI'E_~ SOUTHERN --ROdt~-~88 REVIEW RRER ARE. q PL~ PI, AN PLAN PLAN PLAN SCHEIXILEI) COMPLETION -' AREA COMMUNITY PLAN P~qN CURRENT STATUS 15-MA~-84 15-F~-85 15-AUG-84 II-JUL-B5 II-JUL-85 I~-NOV-8§ 18-SEP-85 ll-Jbl.-85 Ii-J~-B5 15-N(~-~' Io-sEP~ COMPLETE COMPLETE CO~PLEi~ IN OPE~TION IN OPE~qTION PENOIN8 PB~IN8 II - U~ND U~E ~T~B~ATiVES R~IEW ~LTERNATIVEG FINAL SEL~TiCN -'~R~T bTAT~ ................. CC~P~ETE '' - C~TE .......... ~SMPLETE .......... ~ENDING ...... PEND~--- ~Oi~G- ............ PEkinG )EETiNG SELECT PL.,i CUtRB~T STATUS COX~LSTE 16-SEP7-85 16-SEPT-85 I~SEP TO IOCT 'I6SEP TO IOCT OI-DCT-65 OI-OCT-85 ~/A CCMPLETE PEKING PS, DING 31-JAN-66 04-N~V-85 1-28 ~B-86 12-81 8CT-65 28-FEB-86 21-0CT-85 PENDING PENDING IV - PR~IMINA~Y DRAFT SCHEDbiED COMPLETION QB-DEC-8~ 19-~R-85 ~F.E'TINS ---.-COUNTY-L'O~I~T~---- .......................................... . :U~E~T STATUS CQMPLETE COMPLETE 30-JAN-85 Il-OCT-B5 II-OCT-85 17-MAR-86 11-0~T-85 Il-OCT-85 17-MAR-GO B3~OCT~85 .... ~3~OCT_85.8i_-~AR~GG 3~APR-B5 PENI)ING PF.~)I~ PE~)I~ 15-NOV-B§ PE]~OI~ V - ~MINIST~TIVE ~VIEW .... ~DMiNISTRATiVE-REViEW~-----O7.DEC-S4----COM~C~ .... --~0-~y_85 ..... COMMITTEE R~iEW IO-DEC-8~ ....... V~H&T REVIEW 8~-~AR-o~ -- ....... - --OTH,~ 'C ") ........... (S~);O,-E !) ' '~- ' .... ~-' ..... ~' ........... -~= ............ --= ..... -'-t~I-'='ADMINISTR~T!VE PROCESS ' PUBLIC D~'T 88-JUN-85 -'--~A~'AG'~D~"IT~ ........................................ l~-JUL-65 BOARD REFFERAL TO PC 2~-JUL-B5 PRESS BRIEFING 30-JUL-SS .... PU~JIC-INFOR."~INGS ..... 2!-~R-85 ..... : PUBLIC NOTICE PC WA, SESSION/PUB, HE.q~I~ PC Z-APR-85 18-$UNE-85 20-AUG-85 BOAED'~=-ENt)~"ITEI4 02-~UG'B5 ..... 30~UB~B5 ..... 01'NOV-B5 WR, ~ESS~DN/PUB, H£ARI~ ~S 14-AUG-85 lI-SEP-85 13-NDV-~5 31-0CT-85 31-0CT-85 31-M. qR-G6 15-NOV-B5 O1-NDV-B5 ..... OI~N~V-B5 ..... ii-MAR~86 ...... 15-NBV-~'--- 13-NOV-85 13-NOV-SS 23-APR-GO 27-NOV-85 14-NOV-B5 i4-NOV-85 24-APR-66 2B-NOV-65 -- 03,-O~DEC~85 --03,04~DEC-BS--29,30'~PR~G6' 21-NOV-85 81-NOV-85 25-APR-86 30-DEC-~ 17-DEC-85 17-DEC-85 2(}-MAY-86 21-JAN-86 10~J~_86 ..... lO=JAN_BO ..... 30_~y_GG-----28_FEB~ 12-FEB-B6 12-FEB-86 O9-jUL-86 12-MAR-86 VII - ADOPTION 88-AG~-85 ~-SEPT-85 CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE SUBJECT' July 24, 1985 Executive Session ITEM NUMBER: 10.L. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION Executive Session pursuant to §2.1-344(a) (6) to consider legal matters concerning State Highway and Transportation Commis- sioner v. Chesterfield County, Virginia. ATTACHMENTS: YES r-I NO ~ PREPARED BY;, ~e~f~ey L. Mincks Senior Assistant County Attorney SIGNATURE: COUNTY ADM! NI STRATOR CHESTERFI ELD COUNTY BOARD OF SUPERVISORS AGENDA MEETING DATE ; July 24, 1985 ITEM NUMBER: SUBJECT: Tour of Country Store - County Museum 10 .N. COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: The Historical Society would like the Board to take a brief tour of the new "County General Store" after lunch. PREPARED BY; ATTACHMENTS YES I-I NO /1~ SIGNATURE: ~-I~ ouN'I~ ADMINISTRATOR