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2016-05-25 MinutesBOARD OF SUPERVISORS MINUTES May 25, 2016 Supervisors in Attendance: Mr. Stephen A. Elswick, Chairman Ms. Dorothy A. Jaeckle, Vice Chrm Mr. Christopher M. Winslow Mr. James M. Holland Ms. Leslie A. T. Haley Mr. James J. L. Stegmaier County Administrator 16-327 Staff in Attendance: Mr. Greg Akers, Dir., Internal Audit Mr. Mike Bacile, Dir., Purchasing Dr. Sheryl Bailey, Dep. County Administrator, Management Services Ms. Janice Blakley, Clerk to the Board Mr. Kevin Bruny, Dean, Chesterfield University Ms. Debbie Burcham, Exec. Dir., Community Services Board Ms. Jana Carter, Dir., Juvenile Services Mr. Jonathan Davis, Dir., Real Estate Assessment Mr. Scott Dunn, Asst. Dir., Environmental Engineering Mr. William Dupler, Dep. County Administrator, Community Development Colonel Thierry Dupuis, Police Department Mr. John Harmon, Real Property Manager Mr. Matt Harris, Asst. Dir., Budget and Management Mr. Garrett Hart, Dir., Economic Development Mr. George Hayes, Dir., Utilities Department Mr. Phil Innis, Int. Dir., Parks and Recreation Mr. Rob Key, Dir., General Services Mr. Louis Lassiter, Asst. County Administrator Mr. Mike Mabe, Dir., Library Mr. Stylian Parthemos, Deputy County Attorney Ms. Kiva Rogers, Dir., Social Services Ms. Chris Ruth, Asst. Dir., Public Affairs Ms. Mary Martin Selby, Dir., HR Services 05/25/16 Chief Loy Senter, Fire and EMS Ms. Cindy Smith, Dir., Risk Management Mr. Jesse Smith, Dir., Transportation Ms. Sarah Snead, Dep. County Administrator Human Services Mr. Kirk Turner, Dir., Planning Mr. Rick Witt, Building Official Mr. Scott Zaremba, Dir., Human Resources Programs 1. APPROVAL OF MINUTES 1.A. APRIL 13, 2016 REGULAR MEETING 1.B. APRIL 20, 2016 JOINT MEETING WITH SCHOOL BOARD AND CAPITI CONSTRUCTION GOALS AND ACCOUNTABILITY COMMITTEE 1.C. APRIL 27, 2016 REGULAR MEETING I.D. MAY 12, 2016 MEETING TO CERTIFY CLOSED SESSION On motion of Mr. Winslow, seconded by Mr. Holland, the Board approved the minutes of April 13, 2016, April 20, 2016, April 27, 2016 and May 12, 2016, as submitted. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. Mr. Elswick requested that the Resolutions and Special Recognitions be moved prior to County Administrator's Comments. He noted that Mike Golden could not be here today, and his General Assembly resolution would be presented at a later date. 5. RESOLUTIONS AND SPECIAL RECOGNITIONS S.B. GENERAL ASSEMBLY RECOGNITION OF COUNTY ADMINISTRATOR JAMES J.L. STEGMAIER Ms. Curtin introduced Delegate Kirk Cox, Delegate Riley Ingram, Senator Amanda Chase, Senator Rosalyn Dance, Delegate Betsy Carr and Delegate Lee Ware, who were present to recognize Mr. Stegmaier. Delegate Cox, Senator Chase, Delegate Ingram, Senator Dance, Delegate Carr and Delegate Ware all commended Mr. Stegmaier for his outstanding accomplishments and many years of public service to the people and businesses of Chesterfield County and the Commonwealth. Mr. Elswick then asked Ms. Blakley to read the following resolution: 16-328 05/25/16 9 1E 9 WHEREAS, James J. L. Stegmaier, who has admirably led Chesterfield County since 2007 as county administrator, and has guided it with skill and vision into a new era of entrepreneurial government, will retire on July 1, 2016; and WHEREAS, James J. L. "Jay" Stegmaier first started working for Chesterfield County in 1979; he is a graduate of The Catholic University of America and received a master's degree from the University of Virginia; and WHEREAS, Jay Stegmaier first worked for the Department of Budget and Management for Chesterfield County and became director of the office in 1986; he then served as deputy county administrator for management services beginning in 1997 and was appointed to the county's top position in 2007; and WHEREAS, the population of Chesterfield has greatly increased since Jay Stegmaier began working for the suburban county; in 1970, the population was 77,000, and in 2016, the estimated population of Chesterfield County is 337,000, making it the largest locality in Central Virginia; and WHEREAS, as county administrator, Jay Stegmaier is responsible for managing the daily operations of county government and reports to the five elected members of the Chesterfield County Board of Supervisors; he supervises 3,535 full-time employees and oversees a $1.2 billion budget; and WHEREAS, Chesterfield County has moved forward on many fronts during Jay Stegmaier's tenure; voters approved a $350 million bond referendum for improvements to school facilities and emergency communications systems, and the county also holds a top debt rating from national bond -rating agencies; and WHEREAS, economic development in Chesterfield County has occurred at a swift pace while Jay Stegmaier has been county administrator; Sabra Dipping Co., LLC, and amazon.com have established operations in the county; a major shopping mall has been redeveloped; and long-established firms have expanded, including Maruchan Virginia, Inc., E. I. du Pont de Nemours and Company, Evonik Industries, and Honeywell International Inc.; and WHEREAS, additionally, Jay Stegmaier helped secure a $2 billion investment from Shandong Tranlin Paper Co., Ltd., to open a plant in Chesterfield County; by 2020, the company expects to have 2,000 employees at the site; and WHEREAS, Jay Stegmaier has contributed his time and talents to many organizations; he is chair of the Appomattox River Water Authority and serves on the boards of the South Central Wastewater Authority, Virginia Biotechnology Research Park, United Way of Greater Richmond & Petersburg, First Tee of Greater Richmond Golf Course, and Leadership Metro Richmond, and he served as a member of the Bon Secours St. Francis Medical Center Community Advisory Board; and 16-329 05/25/16 WHEREAS, Jay Stegmaier employs a collaborative management style, focusing on serving the community and those with whom he works; he leads by example and has tirelessly devoted his professional life to the betterment of Chesterfield County and Central Virginia; now, therefore, be it RESOLVED by the House of Delegates, the Senate concurring, that the General Assembly hereby commend James J. L. Stegmaier, county administrator for Chesterfield County, on the occasion of his retirement in 2016; and, be it RESOLVED FURTHER, that the Clerk of the House of Delegates prepare a copy of this resolution for presentation to James J. L. Stegmaier as an expression of the General Assembly's respect and admiration for his outstanding accomplishments and many years of public service to the people and businesses of Chesterfield County and the Commonwealth. Mr. Stegmaier expressed his sincere appreciation to members of the General Assembly for the special recognition and kind sentiments. He also commended county staff for their tremendous efforts and collaboration during his tenure as County Administrator. S.C. RESOLUTION RECOGNIZING DR. MARCUS J. NEWSOME FOR HIS SERVICE AS SUPERINTENDENT OF CHESTERFIELD COUNTY PUBLIC SCHOOLS Ms. Ruth introduced Dr. Marcus J. Newsome, who was present to receive the resolution. On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution: WHEREAS, Dr. Marcus J. Newsome is in his 10th year as Superintendent of Chesterfield County Public Schools and will be leaving that position at the end of June; and WHEREAS, Dr. Newsome is one of the most successful and longest tenured superintendents among the nation's 100 largest school districts; and WHEREAS, prior to in Chesterfield County, of Newport News Public County, Maryland, and Schools, where he begar teacher; and serving as Superintendent of Schools Dr. Newsome served as superintendent Schools and worked in Prince George's in the District of Columbia Public his career as an art and mathematics WHEREAS, during his tenure, the school district has implemented the largest Google Chromebook initiative in the nation and has become a leader in engineering, career and technical education for children; and 16-330 05/25/16 9 9 WHEREAS, Chesterfield County Public Schools performing, award-winning school district, where and graduation rates have reached all-time highs; is a high- test scores and WHEREAS, Dr. Newsome still makes time to mentor and interact with students; and WHEREAS, Dr. Newsome's influence extends beyond Chesterfield County, as he has served as a consultant to members of Congress, state and local elected officials, and national and international business leaders; and WHEREAS, Dr. Newsome was appointed in 2006 by Governor Tim Kaine to serve as vice chair of the state's education and policy transition team, and was appointed in 2014 by Governor Terry McAuliffe to the Governor's Task Force on Local Government Mandates; and WHEREAS, Dr. Newsome has represented the Virginia Association of School Superintendents as a trained mentor for new superintendents; and WHEREAS, Dr. Newsome has served as the chair for Bridging Richmond, the Metropolitan Educational Research Consortium, the College of William and Mary's School - University Research Network, the MathScience Innovation Center Board of Directors, the Virginia Association of School Superintendents Legislative Committee and the Maggie L. Walker Governor's School Superintendents Steering Committee; and WHEREAS, Dr. Newsome founded the Newport News University Network to provide training for parents, and Mega Mentors, to connect business and civic mentors with middle and high school students; and WHEREAS, Dr. Newsome has taught at Harvard University, Virginia Commonwealth University and Virginia State University, and earned a doctorate in educational leadership from Bowie State University and a doctorate in religious education from the International Seminary in Plymouth, Florida; and WHEREAS, Dr. Newsome's insight, leadership and many talents will be missed, but long will be remembered by the Board of Supervisors and the residents of Chesterfield County. NOW, THEREFORE, BE IT -RESOLVED that the Chesterfield County Board of Supervisors extends to Dr. Marcus Newsome sincerest appreciation for his extraordinary public service, and warmest best wishes for continued success. AND, BE IT FURTHER RESOLVED that a copy of this resolution be presented to Dr. Newsome, and that this resolution be permanently recorded among the papers of this Board of Supervisors of Chesterfield County, Virginia. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-331 05/25/16 All Board members commended Dr. Newsome for his insight and leadership and extended their sincerest appreciation for his extraordinary public service, and warmest best wishes for his continued success. On behalf of the School Board, Ms. Dianne Smith, Chair, extended her appreciation for Dr. Newsome's leadership and outstanding service to the youth and residents of Chesterfield County. Senator Dance, Senator Chase, Delegate Cox, Delegate Ingram, Delegate Carr and Delegate Ware all expressed their appreciation to Dr. Newsome for his leadership, inspiration and profound dedication to the youth of Chesterfield County. Mr. Stegmaier also commended Dr. Newsome for his leadership, work ethic, exceptional commitment to and passion for the youth and citizens of Chesterfield County. Dr. Newsome expressed his sincere appreciation to members of the Board of Supervisors, School Board and General Assembly for the special recognition and kind sentiments. 2. COUNTY ADMINISTRATOR'S COMMENTS 2.A. COUNTY ADMINISTRATOR'S REPORT • Mr. Stegmaier announced on April 28th, 3,000 triploid grass carp were released into Swift Creek Reservoir as part of the ongoing Hydrilla Monitoring and Control Program. He stated hydrilla is a non-native invasive plant that forms dense mats, and it can negatively impact all uses of the reservoir. • Mr. Stegmaier announced on May 22nd, Wegman's store opened off Midlothian Turnpike a little over a year after breaking ground on the project. He stated the supermarket features The Pub by Wegmans, a full-service family restaurant within the store, and a cafe with seating for 250 people. He further stated the 118,000 square foot supermarket will employ 600 people and will serve as the anchor store for other retailers. 2.B. RICHMOND METROPOLITAN TRANSPORTATION AUTHORITY (RMTA) PRESENTATION Ms. Angela Gray, CEO of the Richmond Metropolitan Transportation Authority (RMTA), made a presentation to the Board on the status and capabilities of the RMTA. She stated primary objectives of the RMTA are to work with local jurisdictions on regional projects where invited and serve as a resource in the area of transportation; working with constituents to foster greater regional collaboration; strengthening partnerships and relationships by leveraging the experience and backgrounds of the expanded board; and continuing dialogue with local jurisdictions about future and current needs. She further stated the RMTA is a self- supporting entity and generates revenue from operations and proceeds from bond issuance. 16-332 05/25/16 F] 9 Mr. Holland thanked Ms. Gray for her informative presentation and recognized RMTA Board members in attendance from various jurisdictions. In response to Mr. Holland's question, Ms. Gray stated county representatives can contact the RMTA relative to transportation projects. She stressed the importance of addressing and evaluating transportation needs in various jurisdictions. In response to Mr. Elswick's questions, Ms. Gray stated approximately two-thirds of toll revenue is generated from Chesterfield County residents. She further stated any new project that can be facilitated or initiated by any local jurisdiction would come before the RMTA. She stated an evaluation would be done and the RMTA Board would have an opportunity to vote on the project. She further stated a revenue stream could be developed or opportunities for federal funding are a few options available to fund specific projects. Mr. Holland stressed the importance of finding dedicated sources of revenue to fund specific transportation projects. Ms. Sharon Taylor, Director of Mission Strategies for Goodwill of Central and Coastal Virginia, made a presentation to the Board regarding workforce development services provided by the organization. She stated Goodwill's Career Development Services provide job seekers with the tools they need to gain employment. She further stated Goodwill delivers these services through our Community Employment Centers (CECs). She stated Goodwill operates five of these centers throughout central and coastal Virginia, each with a team of professionals whose job is to help find jobs. She further stated last year through various programs, Goodwill placed over 2,600 individuals into competitive employment in area businesses and within the organization. Mr. Winslow stressed the importance of financial literacy and Goodwill's `goodChoice' Program which helps people break lending cycles. In response to Mr. Winslow's question, Ms. Taylor stated the biggest challenge to meeting the mission is transportation for those individuals who need to commute to their job. She further stated informing the public of Goodwill's workforce development services is essential. She stated Goodwill provides vocational evaluations and assessments, training and job placement help for all sorts of people. Ms. Jaeckle also stressed the importance of financial literacy and workforce development. She further stated education and training needs to be fully accessible to all individuals in order to transition to independence and employment. In response to Ms. Jaeckle's comments, Ms. Taylor stated Goodwill takes a comprehensive approach to focus on soft skills in order to help individuals as they move out of financial dependency into independence. 16-333 05/25/16 Mr. Holland thanked Ms. Taylor for her continued efforts and informative presentation relative to workforce development. He again stressed the importance of finding a dedicated source of revenue to fund transportation needs and educating individuals relative to financial literacy and employment. Mr. Elswick thanked Ms. Taylor for her informative presentation. He stated Goodwill is more than a store and programs provide an array of community services and family assistance. In response to Mr. Elswick's question, Ms. Taylor stated there are 1,300 Goodwill employees in the region, 600 from the Richmond area. Mr. Rob Key, Director of General Services, updated the Board regarding the Police building and Smith -Wagner projects. He reviewed reasons for the modified delivery approach to the one-story stating the contractor was behind schedule; the contract work in the 2 -and 3 -story building was unfinished even after the move; and change order pricing from the general contractor seemed high. He further stated the modified approach provides for better control over the work to be completed; better cost control including additional scope; and additional scope is done at a lower cost. He stated the final phase is well underway, including preliminary demolition, removal of the old carpeting and electrical work, and the last few pieces should be under contract in June. He further stated bids were received for the relocation of the 24-hour desk for security purposes which includes some demolition and reconstruction work. He stated bids are being evaluated and staff may come to the Board next month for approval of this component of work, as related to the modified approach and the individual procurements required. He noted furnishings and finishes are on order and it is anticipated to move -in during late summer. In response to Ms. Jaeckle's question, Mr. Key stated bids have been received and are currently being evaluated with an anticipated move -in sometime late this summer. Ms. Jaeckle expressed concerns relative to the renovation process and all the set -backs involved. She stated she will miss entering through the side door and greeting citizens. In response to Ms. Jaeckle's concerns, Mr. Key stated every major construction is complex in its own way. Mr. Stegmaier noted this particular project was done in phases with an additional project to renovate the interior space and one-story space. He stated with school renovations, the key is to have all the funding in place to complete the project at one time. 16-334 05/25/16 9 F] OR In regards to the Smith -Wagner project, Mr. Key stated prior to the completion of preliminary work, several steps were needed to clear the site for the addition. He further stated in order to have a place for staff displaced by the demolition of the trailer behind the existing building, used cubicles were installed in the large Multi -Purpose Room. In addition, he stated the old cooling tower was on the footprint of the addition, so it was replaced with a temporary tower. He noted the permanent cooling tower will be installed with the new HVAC system. He stated with the preliminary work completed and Phase 1 now well underway, the 40,000 square foot addition is scheduled for completion in January 2017. He further stated Phases 2, 3 and 4 are the renovations of the existing building, both office and clinic space. He stated the largest portion of the renovation will begin once staff in those areas is moved into the new building, scheduled for January 2017, as noted earlier. He further stated the various phases of this project are being planned carefully to minimize disruption. He stated it is important that the technology, security and equipment components are in place prior to each of the moves. Mr. Holland expressed his approval of the project's continued progress and that service delivery needs are still being coordinated within the scope of the project renovation. In response to Mr. Elswick's question, Mr. Stegmaier stated the Smith -Wagner Building houses the county's regional Social Services Department and Health Department. He further stated the county currently has a lease with the state for the use of the building. He stated the lease is being renegotiated to fit the new building once it is completed. He further stated there are furnishings and fixtures terms that are also involved in the lease. 3. BOARD MEMBER REPORTS Mr. Holland announced he attended VDOT's citizen information meeting last night at Beulah Elementary School regarding the Hopkins/Kingsland Road roundabout. Ms. Haley announced she attended the Wegman's grand opening on May 22nd. She also announced the Midlothian District held a Midlothian Plan community workshop regarding the Midlothian Area Plan on May 23rd at the Midlothian High School Library. Mr. Winslow announced he, along with Mr. Elswick and Ms. Jaeckle, attended the Memorial Day Tribute on May 23rd at Cosby High School. He also invited the public to attend the Commonwealth's Memorial Day Ceremony on Monday, May 30th at the Virginia War Memorial. Mr. Elswick announced on May 14th the Richmond Region Tourism's National Travel and Tourism Week Awards recipients were Mr. Jay Stegmaier, for the Chairman's Award selected by the Board for tremendous leadership in supporting and promoting Richmond Region tourism; Mr. Mike Golden, former Director of Chesterfield County Parks and Recreation, for the Sports Tourism Award (MVP); and Mr. Jim Perdue, Assistant Director of Chesterfield Parks and Recreation, for the Tourism Leadership Award. 16-335 05/25/16 4. REQUESTS TO POSTPONE AGENDA ITEMS AND ADDITIONS, DELETIONS OR CHANGES IN THE ORDER OF PRESENTATION On motion of Ms. Haley, seconded by Mr. Holland, the Board added Item 8.B.5.b., Set Date for Public Hearing to Consider Ordinance Amendments Related to Private Individual Onsite Water and Sewage Systems; and added Item 8.B.5.c., Set Date for Public Hearing to Consider Bon Air Onsite Zoning Ordinance Amendments. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 6. WORK SESSIONS There were no Works Sessions at this time. 7. DEFERRED ITEMS There were no Deferred Items at this time. 8. NEW BUSINESS 8.A. APPOINTMENTS On motion of Ms. Haley, seconded by Ms. Jaeckle, the Board suspended its rules to allow simultaneous nomination /reappointment of a member to the John Tyler Community College Local Board. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.A.1. JOHN TYLER COMMUNITY COLLEGE LOCAL BOARD On motion of Mr. Holland, seconded by Ms. Jaeckle, the Board simultaneously nominated/ reappointed Mr. John Titus to serve on the John Tyler Community College Local Board, whose term is effective July 1, 2016, and will expire on June 30, 2020. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B. CONSENT ITEMS 8.B.1. ADOPTION OF RESOLUTIONS 8.B.l.a. RECOGNIZING COUNTY EMPLOYEES UPON THEIR RETIREMENT 8.B.1.a.1. MRS. WANDA M. JENKINS, ACCOUNTING DEPARTMENT On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution: WHEREAS, Mrs. Wanda M. Jenkins will retire from the Chesterfield County Accounting Department as an Accounts Payable Specialist on June 1, 2016; and 16-336 05/25/16 9 PC M M WHEREAS, Mrs. Jenkins began her public service with Chesterfield County on August 18, 1997, when she was hired by the Chesterfield Accounting Department as an Accounts Payable Technician; and WHEREAS, Mrs. Jenkins provided a high level of customer service when working with county and school customers, looking for better ways to serve them, often going out of her way to meet a need and consistently exceeding customer expectations throughout her career; and WHEREAS, Mrs. Jenkins observed many changes during more than 18 years with the Accounting Department, including the growth of Chesterfield County accounts payable expenditures from approximately $260 million annually in 1997 to more than $320 million; and WHEREAS, Mrs. Jenkins embraced and adapted to the implementation of a new financial system in August 2008 where the methods for completing her work were substantially changed; and WHEREAS, Mrs. Jenkins sought growth in her interpersonal skills through completion of the Dale Carnegie Program in August 2012; and WHEREAS, Mrs. Jenkins has been a team member within Accounts Payable by being willing to assist others and lend a helping hand; and WHEREAS, Mrs. Jenkins has demonstrated loyalty to Chesterfield County through her dedicated and conscientious service; and WHEREAS, Mrs. Jenkins has a vast wealth of knowledge of accounts payable history, a valuable resource that will be greatly missed. NOW, THEREFORE, BE IT RESOLVED that the Chesterfield County Board of Supervisors recognizes the outstanding contributions of Mrs. Wanda M. Jenkins, and extends appreciation, on behalf of its members and the citizens of Chesterfield County, for more than 18 years of dedicated service to the county, congratulations upon her retirement, and best wishes for a long and happy retirement. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-337 05/25/16 8.B.i.a.2. MS. NANCY C. PARKER, INFORMATION SYSTEMS TECHNOLOGY DEPARTMENT On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution: WHEREAS, Ms. Nancy C. Parker joined Chesterfield County Environmental Engineering Department on July 3, 1989, as the GIS Coordinator; and WHEREAS, Ms. Parker led the effort to move Chesterfield County from mapping with ink on mylar to automated mapping in the geographic information system; and WHEREAS, Ms. Parker saw to it that over 200 layers of information were entered into the geographic information system, ensuring that all geo-spatial information is available to citizens and staff alike; and WHEREAS, Ms. Parker participated in both the subdivision and site plan review processes, ensuring that all development plans were drawn such that they would fit seamlessly into the county's geographic information system; and WHEREAS, Ms. Parker has been instrumental in the assignment of thousands of addresses for subdivision lots, apartment complexes and commercial shopping centers as new development has been realized; and WHEREAS, Ms. Parker was a charter member of, and served as the membership chair and the treasurer for, the Virginia Association for Mapping and Land Information Systems (VAMLIS), which was chartered in 1990; and WHEREAS, Ms. Parker was appointed to the seven member State Committee on Standards in 1991 which was tasked with establishing state standards for surveying, mapping and land information systems; and WHEREAS, Ms. Parker served on the Board of Advisors for the School of Applied Business and Technology within Chesterfield University from 2003 to 2009; and WHEREAS, Ms. Parker completed the Supervisory Leadership Institute in 1993 and earned the TQI Certificate in 2005, the Quality Generalist Certificate in 2010, the Quality Specialist Certificate in 2011, all from the School of Quality and Continuous Improvement; the Supervisory Leadership Certificate in 2013 from the School of Leadership and Personal Effectiveness; and the Public Safety Supervisor Certificate in 2014 from the School of Public Safety, all within the Center for Organizational Excellence; and WHEREAS, Ms. Parker completed the Community Emergency Response Team (CERT) training in 2006, becoming a CERT volunteer in order to assist the community in times of disaster; and 16-338 05/25/16 9- 9 9 WHEREAS, Ms. Parker served on the Virginia Geographic Information Network (VGIN) RFP selection committee in 2008 for orthophotography to be obtained for the Commonwealth of Virginia Base Mapping Program in 2009 and 2011; and WHEREAS, Ms. Parker and the rest of the GIS employees were transferred to the Information Systems Technology Department in 2009, where Ms. Parker held the position of IT Manager I; and WHEREAS, Ms. Parker, served on the Architectural Engineering Technology and Civil Engineering Advisory Committee at John Tyler Community College from 2010 to 2015, assisting with determining curriculum for certain degree programs; and WHEREAS, Ms. Parker led many enterprise geographic information system projects including the award winning CitizenGIS web application, CountyGIS web application, system modernizations and adoption of Cloud -Based data sharing platforms in an effort to provide the best information and capabilities to citizens; and WHEREAS, Ms. Parker's humble character, selfless dedication to Chesterfield County and commitment to the geographic information system and the land development processes are a model for all county employees; and WHEREAS, Ms. Parker has consistently performed her duties and responsibilities in a professional manner and will be missed by her customers and fellow co-workers. NOW, THEREFORE, BE IT RESOLVED that the Chesterfield County Board of Supervisors recognizes the outstanding contributions of Ms. Nancy C. Parker, expresses the appreciation of all residents for her service to Chesterfield County, and extends appreciation for her dedicated service to the county and congratulations upon her retirement, as well as best wishes for a long and happy retirement. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.1.a.3. CORPORAL SHEREE L. KENDALL, POLICE DEPARTMENT On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution: WHEREAS, Corporal Sheree L. Kendall, will retire from the Chesterfield County Police Department on June 1, 2016, after providing over 26 years of outstanding quality service to the residents of Chesterfield County; and WHEREAS, Corporal Kendall has faithfully served the county in the capacity of Patrol Officer, Detective, Detective First Class, Senior Detective, Master Detective, Career Detective and Corporal; and 16-339 05/25/16 WHEREAS, during her tenure, Corporal Kendall has served as a desk officer, Larceny from Auto Task Force member, and in various positions in the Investigations Bureau to include, Juvenile Detective, Persons Detective, Property Detective, Major Case Detective, Senior Polygraph Examiner and Investigations Administrative Corporal; and WHEREAS, Corporal Kendall was selected as the Police Officer of the Year for the year of 2000; and 141 WHEREAS, Corporal Kendall served as a member of the Multi -jurisdictional Special Operations Group under the Organized Crime and Intelligence Unit; and WHEREAS, Corporal Kendall was awarded a Meritorious Service Award for her diligent work as a polygraph examiner conducting both criminal and pre-employment polygraphs, and contributing to the successful resolution of numerous cases; and WHEREAS, Corporal Kendall and her fellow Investigations Bureau personnel were recognized with an Achievement Award for a their quick response, communication and teamwork which resulted in the capture and arrest of nine suspects involved in a homicide; and WHEREAS, Corporal Kendall is the recipient of multiple Chief's Commendation awards for her excellent investigative skills, professionalism and dedication to duty in the successful resolution of many cases ranging from major vandalism to armed robbery to homicides; and WHEREAS, Corporal Kendall received a Unit Citation for her tenacity while participating with 185 law enforcement personnel from the Virginia State Police and Chesterfield County Police Department in an investigation that uncovered counterfeiting and pirating goods at multiple locations in the metro Richmond area; and WHEREAS, Corporal Kendall is recognized for her excellent communications and human relations skills, her professionalism and her teamwork, all of which she has utilized within the Police Department and in assisting residents of Chesterfield County; and WHEREAS, Corporal Kendall has received numerous letters of commendation, thanks and appreciation for services rendered; and WHEREAS, Corporal Kendall has provided the Chesterfield County Police Department with many years of loyal and dedicated service; and WHEREAS, Chesterfield County and the Board of Supervisors will miss Corporal Kendall's diligent service. 16-340 05/25/16 N M NOW, THEREFORE, BE IT RESOLVED that the Chesterfield County Board of Supervisors recognizes Corporal Sheree L. Kendall, and extends on behalf of its members and the residents of Chesterfield County, appreciation for her service to the county, congratulations upon her retirement, and best wishes for a long and happy retirement. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.1.a.4. OFFICER KITTY LYNN COMBS, POLICE DEPARTMENT On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution: WHEREAS, Police Officer Kitty Lynn Combs retired from the Chesterfield County Police Department on May 1, 2016, after providing nearly 16 years of outstanding quality service to the residents of Chesterfield County; and WHEREAS, Officer Combs has faithfully served the county in the capacity of Police Officer, Senior Police Officer, Master Police Officer and Career Police Officer; and WHEREAS, during her tenure, Officer Combs also served as Evidence Technician, Field Training Officer and School Resource Officer; and WHEREAS, Officer Combs was very proactive as a School Resource Officer in her approach to crime, establishing a strong rapport with the students and seeking out those causing disruption, all of which consistently served as a crime deterrent; and WHEREAS, Officer Combs provided assistance to her fellow officers whenever needed and was dedicated to a team player philosophy; and WHEREAS, Officer Combs is recognized for her communications and human relations skills, professionalism, teamwork and work ethic, all of which she has utilized within the Police Department and in assisting residents of Chesterfield County; and WHEREAS, Officer Combs has received numerous letters of commendation, thanks and appreciation for services rendered; and WHEREAS, Officer Combs has provided the Chesterfield County Police Department with many years of loyal and dedicated service; and WHEREAS, Chesterfield County and the Board of Supervisors will miss Officer Combs' diligent service. 16-341 05/25/16 NOW, THEREFORE, BE IT RESOLVED that the Chesterfield County Board of Supervisors recognizes Officer Kitty Lynn Combs, and extends on behalf of its members and the residents of Chesterfield County, appreciation for her service to the county, congratulations upon her retirement, and best wishes for a long and happy retirement. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.1.a.5. MS. NANCY MEADOWS, DEPARTMENT OF MENTAL HEALTH SUPPORT SERVICES On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution:. WHEREAS, Ms. Nancy Meadows was hired by Chesterfield County, on October 31, 1988, by the Police Department as a Senior Clerk Typist/Receptionist; and WHEREAS, Ms. Meadows extended a warm and welcoming reception to all who visited the Chief's office; and WHEREAS, Ms. Meadows's served as the Office of Professional Standards secretary, transcribing investigative interviews; and WHEREAS, Ms. Meadows was Administrative Secretary to the Lieutenant in charge of Special Olympics; and WHEREAS, Ms. Meadows compiled and maintained police data reports and information, off-duty information and complaint reports and helped reorganize and streamline administrative confidential files; and WHEREAS, Ms. Meadows was hired by Chesterfield Mental Health Support Services on February 22, 1994, as a Human Resources Technician; and WHEREAS, Ms. Meadows was the main timekeeper for the department and a key player in the transition from manual to automated systems; and WHEREAS, Ms. Meadows assisted in the development and on- going implementation of Mental Health Support Services new hire orientation program and was instrumental in coordinating the open enrollment process; and WHEREAS, Ms. Meadows' position was reclassified to Senior Human Resources Technician in September 2004; and WHEREAS, Ms. Meadows recommended to Human Resource Management the need for a spreadsheet listing of all applicants for ease of screening criminal background and ability to rehire, and she worked with the Police Department in setting up the fingerprinting process; and 16-342 05/25/16 9 9 WHEREAS, Ms. Meadows worked exclusively with Mental Health Support Services' community-based programs on recruitment and the development of weekly and individual orientations to help accommodate the need for staff; and WHEREAS, Ms. Meadows took the lead on coordination of the human resources functions for Galloway Place; and WHEREAS, Ms. Meadows was critical in the success of the payroll and human resources functions as the department grew. NOW, THEREFORE, BE IT RESOLVED that the Chesterfield County Board of Supervisors recognizes the outstanding contributions of Ms. Nancy Meadows, expresses the appreciation of all residents for her service to Chesterfield County, and extends appreciation for her dedicated service to the county and congratulations upon her retirement, as well as best wishes for a long and happy retirement. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.l.b. AMENDING AND RESTATING THE ORIGINAL BOND RESOLUTION ADOPTED BY THE BOARD OF SUPERVISORS ON JULY 24, 1985, RELATING TO THE COUNTY'S WATER AND SEWER REVENUE BONDS On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following amended and restated bond resolution, amending and restating the original bond resolution adopted by the Board of Supervisors on July 24, 1985 relating to the County's Water and Sewer Revenue Bonds, to become effective only at such time as the County's Series 2007 and Series 2009 Water and Sewer Revenue Bonds shall no longer be outstanding under the original resolution: AMENDED AND RESTATED 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, AMENDING, RESTATING AND SUPERSEDING IN ITS ENTIRETY RESOLUTION NO. 85-497 ADOPTED ON JULY 24, 1985 BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CHESTERFIELD, VIRGINIA RRC''TTAT,.q 1. On July 24, 1985, the Board of Supervisors of the County of Chesterfield, Virginia (the "County"), adopted Resolution No. 85-497 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" (the "Original Resolution"), as amended and supplemented from 16-343 05/25/16 time to time by Supplemental Resolutions (hereinafter defined), including the Tenth Supplemental Resolution, adopted by the Board of Supervisors on April 27, 2016 (the "Tenth Supplemental Resolution"). 2. The County has heretofore issued and there are Outstanding under the Original Resolution on and as of the date of adoption hereof the County's Water and Sewer Revenue Bonds, Series 2007 and Series 2009 (collectively referred to herein as the "Prior Bonds"). 3. The County desires to amend and restate in its entirety the Original Resolution by this Amended and Restated Resolution (hereinafter sometimes also referred to as the "Bond Resolution"). 4. Pursuant to Section 8.1(6), the amendment and restatement of the Original Resolution by this Amended and Restated Resolution shall become effective only at such time as the Prior Bonds shall no longer be Outstanding under the Original Resolution. S. Following the date of adoption hereof, the County intends to issue its Water and Sewer Revenue Refunding Bonds, Series 2016 (the "Series 2016 Bonds") pursuant to this Amended and Restated Resolution and the Tenth Supplemental Resolution, the proceeds of which Series 2016 Bonds shall be applied by the County to the refunding and defeasance of the Prior Bonds, and thereupon, the Prior Bonds will be deemed paid and satisfied and shall no longer be Outstanding under the Original Resolution, and this Amended and Restated Resolution shall become effective. 6. Upon issuance of the Series 2016 Bonds and by virtue of their purchase of the Series 2016 Bonds, the beneficial owners of the Series 2016 Bonds shall have consented to, and shall be deemed to have consented to, the amendment and restatement of the Original Resolution by this Bond Resolution and the implementation and effectiveness of this Bond Resolution, and shall be further deemed to have waived any and all formal requirements of the Original Resolution for written or published notice of the amendment and restatement of the Original Resolution and for any written consent to the amendment and restatement of the Original Resolution. 7. The Existing System (hereinafter defined) currently provides water and sewer services to the residents and businesses located within the County and to certain other entities and service providers outside of the County in accordance with agreements and contracts as may be in place from time to time. 8. The Bonds issued under this Bond Resolution and any Supplemental Resolution, including the Series 2016 Bonds and any Additional Bonds (hereinafter defined) issued 16-344 05/25/16 9 hereunder, shall be secured by a pledge of the Revenues of the System, as defined herein. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CHESTERFIELD, VIRGINIA: 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 created and established pursuant to Section 5.2 of this Bond Resolution. "Accountant" means such reputable and experienced independent certified public accountant or firm of independent certified public accountants as may be selected by the County pursuant to applicable laws. "Accreted Value" means the amounts set forth in 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 Title 15.2, Chapter 26 of the Code of Virginia, 1950, the same being the Public Finance Act of 1991, as amended. "Additional Bonds" means any bonds delivered pursuant to this Bond Resolution after the execution and delivery of the Series 2016 Bonds. "Authorized Officer of the County" means the County Administrator, Director of Utilities, Director of Budget, or any other authorized officer of the County designated by the Board to act hereunder, 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 on behalf of the County. "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 Counsel's Opinion" means an opinion signed by Bond Counsel rendered pursuant to the provisions of this Bond Resolution. 16-345 05/25/16 "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. "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 the Tenth Supplemental Resolution and any additional Supplemental Resolution. "Bond" means one of the Bonds delivered pursuant to this Bond Resolution, including the Series 2016 Bonds and any Additional Bonds or Refunding Bonds issued pursuant to Article II. "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 accordance 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, representations 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 any accountant as to audit or other procedures called for by this Bond Resolution. "Chairman" means the Chairman of the Board. "Clerk" means the Clerk of the Board. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated by the United States Department of the Treasury thereunder from time to time. "Commonwealth" or "State" means the Commonwealth of Virginia. "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: 16-346 05/25/16 9 9 9 (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 cost of labor, services, materials, supplies and utility services used in connection therewith, including the cost of County personnel employed in such construction, installation and testing and the inspection kw thereof; (iii) architectural, engineering, legal and other professional services; (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 reimbursable 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 investments of proceeds of bonds and any other costs, charge or fee in connection with the original issuance of Bonds. "County" means the County of Chesterfield, Virginia. 16-347 05/25/16 "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 has 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 aggregated 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 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 has 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 has 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, with respect to any Series of Bonds secured by the Debt Service Reserve Fund, the Debt Service Reserve Fund Requirement, if any, as set forth in or as determined in accordance with, the applicable Supplemental Resolution authorizing the issuance of such 16-348 05/25/16 9 9 9 Series of Bonds. In lieu of any deposits to the Debt Service Reserve Fund for any Series of Bonds to be secured thereby, 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 applicable Series of Bonds secured thereby 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 amount 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, or the principle of any 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 Ratings Services, or their successors, or any insurer who holds the highest policyholder rating accorded insurers by A.M. Best & Co., or any comparable services. 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 Ratings Services 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 modified as 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 to either (i) reinstate the maximum limits of such surety bond, insurance policy or letter of credit or (ii) 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 Serve 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. II "Director of Budget" means the Director of Budget and Management of the County. "Director of Utilities" means the Director of Utilities of the County. 16-349 05/25/16 "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 owned by the County on the effective date of this Bond Resolution. "Expansion" means all expansions and improvements to the System. "Extension and Replacement Fund" means the Fund so designated and established by Section 5.2. "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 any Series of Bonds is due and payable in accordance with the terms of such Series of Bonds, as set forth in a Supplemental Resolution relating to such Series of Bonds. "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 thereof 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 either of the two highest rating categories by a nationally recognized bond rating agency; 16-350 05/25/16 9 9 M M (v) intentionally reserved; (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 any savings and loan association under the supervision of the Commonwealth of Virginia or the Federal Government; provided such accounts and deposits are fully insured by the Federal Deposit Insurance Corporation or any successor federal agency; (ix) intentionally reserved; (x) investments through the Commonwealth of Virginia State Non -Arbitrage Program established pursuant to the Government Non -Arbitrage Investment Act, Title 2.2, Chapter 47, Sections 2.2-4700 through 2.2-4705, of the Code of Virginia, 1950, or any successor statute, as the same may amended from time to time; and (xi) any legal investments authorized for political subdivisions of the Commonwealth for the investment of sinking funds and for other public funds under Title 2.2, Chapter 45 ( "INVESTMENT of PUBLIC FUNDS ACT") , of the Code of Virginia, 1950, or any successor statute, as the same may be amended from time to time. 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 16-351 05/25/16 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 Holders of the Bonds rather than as agent for the bank serving as Trustee or any other party. "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 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 general accepted accounting principles. "Operating Expenses" shall not include any allowance for depreciation of capital assets of the System or amortization of capacity rights. "Operating Fund" means the Fund so designated and established pursuant to Section 5.2. "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 16-352 05/25/16 9 9 M 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; (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 a 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 with respect to any Series of Bonds as set forth in a Supplemental Resolution relating to such Series of Bonds. "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. "Refunding Bonds" means the Series 2016 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, the proceeds of which are to be applied to the refunding of any Bond issued hereunder. "Registrar" means, with respect to 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. 16-353 05/25/16 "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 the 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 or from any other interlocal agreements or interlocal fees, and any amounts contributed by the County, all as calculated in accordance with generally accepted accounting principles, but shall not 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. "State" means the Commonwealth of Virginia. "Supplemental Resolution" means, as the context shall require, the Tenth Supplemental Resolution and any other resolution outstanding and in effect from time to time supplementing or amending this Bond Resolution, adopted by the County and effective in accordance with Article VIII. "System" means the Existing System, any 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 16-354 05/25/16 9 9 9 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. "Tenth Supplemental Resolution" shall mean the Tenth Supplemental Resolution duly adopted by the Board on April 27, 2016 authorizing the issuance, sale and delivery of the County's Water and Sewer Revenue Refunding Bonds, Series 2016. "Treasurer" means the Treasurer of the County. "Trustee" means The Bank of New York Mellon Trust Company, N.A. 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 term "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; (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 section of this Bond 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; and (5) this Bond Resolution shall be governed by, and construed and enforced in accordance with, the applicable laws of the State. 16-355 05/25/16 (b) Nothing in the 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. 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 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 Bond Resolution and 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 any Bonds issued hereunder from time to time, to construct any 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 from time to time, pursuant to the Act. 16-356 05/25/16 9 9 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 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 adopted 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 State 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 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) subject to Section 2.5 of this Bond Resolution, in the case of the issuance of Bonds of a Series, a Certificate of an Authorized Officer of the County that such Series of Bonds is issued in compliance with the provisions of Section 7.11(b), which Certificate shall be accompanied by, if applicable, a Certificate of any firm of engineers, accountants or consultants referred to in Section 7.11(b)(1) with respect to any pro forma analysis of Revenues described in such Section 7.11(b)(1) or a Certificate of any recognized feasibility consultant in the field of water and sewer financing referred to in Section 7.11(b)(2)(B) with 16-357 05/25/16 respect to any projection of Revenues referred to in such Section 7.11(b)(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. The requirements of Section 2.4(4) of this Bond Resolution shall not apply to the issuance of Refunding Bonds hereunder provided that the County shall have delivered a Certificate of an Authorized Officer of the County demonstrating that such Refunding Bonds do not increase maximum annual Debt Service in any year (calculated for the period during which the Refunded Bonds would have otherwise been Outstanding) by more than ten percent (10 0 ) . ARTICLE III GENERAL TERMS AND PROVISION OF BONDS Section 3.1. Medium of Payment, Denomination, Maturities, Form and Date. (a) The Bonds shall be payable in 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 denominations of any integral multiple thereof. (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: 16-358 05/25/16 9 9 9 M (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 principal 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 registerable 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 or other Authorized Officer of the County and to provide for payment, redemption, notices and like provisions in a manner consistent with the 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 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. 16-359 05/25/16 Section 3.4. Negotiability, Transfer and Registry. All 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 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 16-360 05/25/16 9 9 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 denomination 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) All temporary Bonds surrendered in exchange for definitive Bonds shall be forthwith cancelled by the Trustee. Section 3.9. Cancellation and Destruction of Bonds. All Bonds paid or redeemed, either at or before maturity shall be delivered to the Trustee, when such payment or redemption is made, and such Bonds, together with all Bonds purchased by the Trustee, shall thereupon be promptly cancelled. Bonds so cancelled may at any time be destroyed by the Trustee, who shall execute a Certificate of destruction in duplicate by the signature of one of its authorized officers describing the Bonds so destroyed,, and one executed Certificate shall be filed with the County and the other executed Certificate shall be retained by the Trustee. 16-361 05/25/16 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 or facsimile signature of the Chairman or other Authorized Officer of the County designated in any Supplemental Resolution, 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, or imprinted, engraved or otherwise reproduced thereon, and attested by the manual or facsimile signature of the Clerk, 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. 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 for such Series of Bonds to equal the Debt Service Reserve Requirement for such 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 obligations of the County; (4) the amount, if any, to be deposited in the Operating Reserve Account in the Operating Fund 16-362 05/25/16 9 9 9 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. 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. (a) 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. (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 7.13, 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. 16-363 05/25/16 Section 4.5. Application of Proceeds of Refunding Bonds. The proceeds of any Refunding Bonds shall be deposited as set forth in Section 4.1 and as further provided in the Supplemental Resolution authorizing such Refunding Bonds. ARTICLE V PLEDGE OF BOND RESOLUTION; FUNDS AND ACCOUNTS Section 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. Notwithstanding anything herein to the contrary, amounts in any account established in the Debt Service Reserve Fund held hereunder shall secure, and be applied solely for the benefit of, the applicable Series of Bonds secured thereby as may be designated in the applicable Supplemental Resolution authorizing such Series of Bonds, and in no event shall any amounts in any account of the Debt Service Reserve Fund be used to pay any Bonds of a Series not so secured thereby. Section 5.2. Funds and hereby establishes and creates Funds which for administrative by the Director of Budget or t appropriate identification: %ccounts . (a) the following convenience may ie Trustee into (1) Construction Fund; (2) Revenue Fund; (3) Operating Fund; (4) Debt Service Fund; The County special trust be subdivided Accounts with (5) Debt Service Reserve Fund (and within the Debt Service Reserve Fund, a separate Account for any Series of Bonds to be secured thereby, as may be determined as provided in any Supplemental Resolution); (6) Extension and Replacement Fund; and (7) Redemption Fund. 16-364 05/25/16 9 9 M (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. cause all Revenues There shall also be amounts required to Bond Resolution. evenue Fund. (a) The County to be deposited in the Revenue deposited in the Revenue Fund any be deposited therein pursuant to shall Fund. other this (b) The County shall cause to be paid out of the Revenue Fund all moneys on deposit therein in the following order of priority: (1) FIRST: On or before and as of the first day of each month of 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). (2) SECOND: By no later than the third Business Day prior to each Interest Payment Date for any Series of Bonds (but only after all deposits and credits required by clause (1) of this Section 5.4(b) shall have been provided for or made), there shall be paid to the Trustee for deposit in the Debt Service Fund an amount equal to, after taking into consideration amounts then on deposit in the Debt Service Fund, the interest to 16-365 05/25/16 become due on all Outstanding Bonds of such Series on the next succeeding Interest Payment Date for such Bonds. (3) THIRD: By no later than the third Business Day prior to each Principal Payment Date for any Series of Bonds (but only after all deposits and credits required by clauses (1) and (2) of this Section 5.4(b) shall have been provided for or made), there shall be paid to the Trustee for deposit in the Debt Service Fund an amount equal to, after taking into consideration amounts then on deposit in the Debt Service Fund, the Principal Installment to become due on all Outstanding Bonds of such Series on the next succeeding Principal Payment Date for such Bonds. (4) FOURTH: On or before the due date thereof (but only after the deposits and credits required by clauses (1), (2) and (3) of this Section 5.4(b) shall have been provided for or made) , there shall be paid to the Bank the amount, if any, then due and payable. (5) FIFTH: On or before and as of the first day of each month of each Fiscal Year (but only after all deposits and credits required by clauses (1), (2) (3) and (4) of this Section 5.4(b) shall have been provided for or made), there shall be paid to the Trustee for deposit in the Debt Service Reserve Fund the amount necessary to cure any deficiency therein with respect to any Bonds of a Series secured thereby as follows: (A) with respect to a deficiency resulting from a withdrawal of funds from the Debt Service Reserve Fund to pay principal of or interest on any Bonds of a Series, an amount equal to one -twelfth (1/12) of the amount necessary to cure such deficiency within one year from the date of occurrence of such withdrawal; and (B) with respect to a deficiency resulting from a semiannual valuation of the Debt Service Reserve Fund as set forth in Section 5.12 hereof, an amount equal to one-sixth (1/6) of the amount necessary to cure such deficiency by the next succeeding semiannual valuation date. (6) SIXTH: On or before and as of the first day of each month of each Fiscal Year (but only after all deposits and credits required by clauses (1), (2), (3), (4) and (5) of this Section 5.4(b) shall have been provided for or 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 transferred thereto on the first day of each of the 16-366 05/25/16 9 9 0 M 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 (1/6) of the Operating Expenses as set forth in the Operating Budget for the then current Fiscal Year. (7) SEVENTH: On and as of the first day of each month of each Fiscal Year (but only after all deposits and credits required by clauses (1), (2), (3), (4), (5) and (6) of this Section 5.4(b) shall have been provided for or 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 (1) , ( 6 ) and ( 7 ) 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) (1) 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. (2) 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) (1) There shall be deposited to the Operating Fund for credit to the Operating Reserve Account from the proceeds of any Additional Bonds to the extent provided in the Supplemental Resolution authorizing the issuance of such Additional Bonds, or from any other legally available source, an amount necessary to increase the amount credited thereto to equal one-sixth (1/6) of the Operating Expenses as set forth in the Operating Budget for the then current Fiscal Year. 16-367 05/25/16 (2) 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. (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 ) ( i ) Prior to the forty-fifth ('45 th ) 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 waiting by the Director of Budget shall, be applied in satisfaction of part or all so 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. (ii) Upon the purchase of any Bond pursuant to subsection (a)(3)(i) 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)(iv) of this Section 5.6 unless otherwise instructed in writing by the Director of Budget or other Authorized Officer of the County at the time of such purchase or redemption. The portion of any 16-368 05/25/16 9 9 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)(iv) 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. (iii) 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. (iv) 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. (v) 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. (vi) 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: 16-369 05/25/16 (1) Debt Service Reserve Fund (only with respect to any Series of Bonds secured thereby); (2) Redemption Fund; (3 ) Revenue Fund; (4) Extension and Replacement Fund; and (5) Construction Fund Section 5.7. Debt Service Reserve Fund. (a) There shall be deposited in the Debt Service Reserve Fund all amounts, if any, 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 in a segregated account with the Trustee within the Debt Service Reserve Fund established hereunder as may be designated in such Supplemental Resolution and held for the sole benefit of the Holders of the Bonds issued under such Supplemental Resolution. (b) Amounts held in the Debt Service Reserve Fund shall be applied to restore deficiencies in the Debt Service Fund (but only with respect to any Bonds of a Series secured thereby) in accordance with the order of priority for the making 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 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 16-370 05/25/16 9 9 9 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 Redemption 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 or other Authorized Officer of the County 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 or other Authorized Officer of the County 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 designated in Section 5.2(b) to be held by the Trustee), may, if and as directed by the Director of Budget or other Authorized Officer of the County, 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) All amounts deposited with 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 Depositary in which the deposit is made, as 16-371 05/25/16 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 deposit is insured by the Federal Deposit Insurance Corporation, or its successor. Section 5.11 Investments of Certain Fund or Account held by the County may reinvested or deposited in Investment yields and maturities as determined by the Funds. (a) Any y be invested and Securities having 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 as directed in writing by the Treasurer. 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 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. Unless otherwise provided in a Supplemental Resolution, moneys in the Debt Service Reserve Fund shall not be invested in any Investment Security having a maturity date of longer than ten (10) years. 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. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades, including cash sweep account fees. The Trustee shall not be liable for losses on investments made in compliance with the provisions of this Bond Resolution. In the absence of investment instructions from the County, the Trustee shall hold moneys held hereunder for which it has not received written investment instructions uninvested until written investment instructions are received. Although the County recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the County hereby agrees that confirmations of permitted investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. 16-372 05/25/16 9 N (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 by 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 be valued semiannually on the last day of the second fiscal quarter of each Fiscal Year and on the last day 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 is 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. ARTICLE VI REDEMPTION OF BONDS Section 6.1. Privilege of Redemption and Redemption Price. Bonds subject to redemption prior to maturity 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 16-373 05/25/16 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 principal 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 limitations 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 Election or Direction. Whenever by the terms of this 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 denomination) shall be redeemed as shall equal $5,000 (or other authorized denomination) for each number assigned to it and so selected. For the purposes of this Section 6.4, Bonds which have theretofore 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 or direction to redeem Bonds pursuant to Section. 6.2 and when 16-374 05/25/16 9 9 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 number 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 notice 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, and may state that it is conditioned on sufficient funds being available on the redemption date to pay the redemption price of the Bonds so called for redemption. In addition, further notice of any redemption of Bonds shall be given by the Trustee, concurrently with the notice to holders, by publication on the Electronic Municipal Market Access website (http://emma.msrb.org) or, in accordance with then -current guidelines of the United States Securities and Exchange Commission, to such other addresses and/or such other services, as the County may designate in writing to the Trustee. Failure to give all or any portion of such further notice shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given to the holders as required by this Section 6.5. Section 6.6. Payment of Redeemed Bonds; Effect of Redemption. 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 16-375 05/25/16 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. ARTICLE VII 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 Bonds. 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 County in respect of the Bonds or of this Bond Resolution may be served. The Trustee is hereby appointed as Registrar for the 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 16-376 05/25/16 9 9 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 provisions 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. (b) 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. Section 7.7. Operating 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 each Fiscal Year not later than the first day of such Fiscal Year. 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 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, provided that such amended Operating Budget does not cause the County to fail to satisfy the Rate Covenant as required by Section 7.8(a). 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 16-377 05/25/16 Year until the Operating Budget for such Fiscal 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 expend 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) 1150 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) 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) 1150 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 ninety (90) 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. (d) 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 will enforce or cause to be enforced all covenants, conditions, restrictions 16-378 05/25/16 9 9 9 M M and provisions of such contracts and may consent to the modifications 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) 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) 120a 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 16-379 05/25/16 (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 (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; or (3) with respect to refunding Bonds, the provisions of Section 2.5 of this Bond Resolution shall have been satisfied. 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 16-380 05/25/16 9 9 9- N 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 the 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 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 workers' compensation coverage as required by the laws of the State, employers' liability, general liability, automobile liability, and, if required by the County, professional liability and pollution liability, with limits in such amounts as determined by the County's Director of Risk Management based upon the scope of the work to be performed by such agent. 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. 16-381 05/25/16 (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 substantially 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 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. Section 7.18. Continuing Disclosure. The County covenants with the holders of the Bonds that it will take all action necessary or appropriate to comply with and carry out all of the provisions of Rule 15c2-12 promulgated by the 16-382 05/25/16 9 9 M United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the "Rule") as the same may be amended from time to time, to the extent applicable to any Bonds Outstanding hereunder. Notwithstanding any other provision of this Bond Resolution, failure of the County to comply with the requirements of the Rule shall not constitute an Event of Default hereunder and the sole remedies of the holders upon any such failure to comply with the Rule shall be as set forth in the applicable continuing disclosure undertakings of the County relating to the Bonds. ARTICLE VIII SUPPLEMENTAL RESOLUTIONS Section 8.1. Supplemental Resolutions Effective U on 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 restrictions 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 16-383 05/25/16 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 germs 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 Effective 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 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 provisions 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 Upon Consent of Bondholders. At any time or from gime 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 16-384 05/25/16 9 9 Pl� 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. ARTICLE IX AMENDMENTS Section 9.1. Mailing of Notice of Amendment. 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. Section 9.2. Powers of Amendment modification of or amendment to this Bond the rights and obligations of the County of the Bonds hereunder, in any particular, Supplemental Resolution, but only, in 16-385 (a) Any Resolution and of and of the Holders may be made by a the event such 05/25/16 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 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. 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. Such Supplemental Resolution shall not be effective unless and until (i) there shall have been filed with the Trustee (a) the written consents or other evidence satisfactory to the Trustee of the consent 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. 16-386 05/25/16 1E 9 9 (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 thirty (30) 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. The 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 Holders of all Bonds after the filing with the Trustee of the proof of the mailing of the notice of such consent. 16-387 05/25/16 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 amendment 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 modification 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. ARTICLE X DEFAULTS AND REMEDIES Section 10.1. Events of Default. Each of the following events is hereby declared an "Event of Default": (1) 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 16-388 05/25/16 9 PE (2) failure to make payment of any installment of interest on any of the Bonds when and as the same shall become due; or (3) 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 (1) or (2) 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 ( 4 5 ) day 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(c) and shall, after the filing with the Trustee of the special report contemplated by such Section 7.8(c), 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. Upon the happening and continuance of any Event of Default specified in subsection (1) and (2) of Section 10.1 the Trustee shall proceed or, upon the happening and continuance of any Event of Default specified in subsection (3) 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 16-389 05/25/16 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 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 that twenty-five percent (250) 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 Bondholders 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. 16-390 05/25/16 a PE 9 M (d) Except upon the occurrence and during the continuance of an Event of Default hereunder, the County hereby expressly reserves and retains the privilege 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 of 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 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 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 entitled thereto, as the 16-391 05/25/16 same shall become due, of the principal or Redemption Price of and interest on the Bonds which may thereafter become due and, 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 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 liability 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 prudently, 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 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 case the County, the Trustee and the Bondholders shall be restored to their former positions 16-392 05/25/16 9 9 91 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. Bondholder's 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 (251) 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. 16-393 05/25/16 (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 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 (250) 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 Trustees 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 Bond Holders 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 16-394 05/25/16 9 9 91 Service Fund, the Trustee shall be protected in withholding such notice if and so long as the board 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. ARTICLE XI CONCERNING THE FIDUCIARIES Section 11.1. The Trust; Standard of Care. 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 Bonds. The Trustee, prior to 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 Bond Resolution, and no implied covenants or obligations should be read into this Bond Resolution against the Trustee. If any Event of Default under this Bond Resolution shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Bond Resolution and shall use the same degree of care as a prudent person would exercise or use in the circumstances in the conduct of such prudent person's own affairs. 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 liability 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 willful misconduct. The Trustee shall not be responsible or accountable for the use or application by the County of any of the proceeds of the Bonds or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Bond Resolution or for the use and application of money received by any paying agent. The Trustee shall have no responsibility with respect 16-395 05/25/16 to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. The permissive right of the Trustee to do things enumerated in this Bond Resolution shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct. 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. The Trustee may execute any of the trusts or powers granted to it under this Bond Resolution or any Supplemental Resolution hereto and perform any of its duties by or through attorneys, agents or receivers, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder or thereunder. 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 this Bond 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 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 16-396 05/25/16 9 MI PI 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 such resignation shall take effect upon the date specified in such notice unless previously a successor Trustee shall have been appointed, as provided in Section 11.8, in which event such resignation shall take place immediately on the appointment of such successor. Section 11.7. Removal of Trustee. The Trustee shall be removed by the County upon thirty (30) days' prior written notice 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 upon thirty (30) days' prior written notice, 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. (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 16-397 05/25/16 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 the powers of a trust company within or outside the State, having capital, surplus and undivided profits aggregating at least $25,000,000 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 trustee 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 16-398 05/25/16 MI 9 9 I M 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 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: (1) 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 sums shall be paid to such Holders of such Bonds or otherwise disposed of as herein provided; (2) 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, and the Trustee and the Registrar at all reasonable times; and (3) 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. 16-399 05/25/16 (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 Financial Industry Regulatory Authority, Inc. or its successors, 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 instrument 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 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. ARTICLE 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 16-400 05/25/16 PE 9 9 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 any 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; (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 give notice as soon as soon as practical in the manner required for notice of redemption of Bonds hereunder to the Holders of such Bonds that the deposit required by (ii) above has 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; and (iv) in connection with any advance refunding of Bonds, the County shall have caused to be delivered to the Trustee a verification report as to the sufficiency of the deposit referred to in this paragraph (b) of a firm of certified public accountants or other independent financial firm qualified to verify sufficiency of the escrow. 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 16-401 05/25/16 Price, if any, of, and the interest 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 purpose of this Section 12.1, Investment 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 sufficient 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 or 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 redemption, 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 a newspaper in which legal notices of the County are authorized to be published, 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. 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, 16-402 05/25/16 9 91 director or employee of the County or against any natural person executing the Bonds. Section 13.2. Repeal or Conflicting Resolutions and Procedures. 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 become effective at such time as the County's Water and Sewer Revenue Bonds, Series 2007 and Series 2009 shall no longer be Outstanding hereunder. The Tenth Supplemental Resolution is hereby ratified and confirmed and shall be and shall be deemed to be a Supplement to this Bond Resolution. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.l.c. NAMING A SOCCER FIELD (#15) AT HARRY G. DANIEL PARK AT IRON BRIDGE IN MEMORY OF SERGEANT JEFFREY ALEXANDER REED On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution: WHEREAS, Sergeant Jeffrey A. Reed of Chesterfield, Virginia was born on October 21, 1985; and WHEREAS, Sergeant Reed attended L. C. Bird High School, and was known for his hard work and determination playing for the school's soccer team, and graduated in 2004; and WHEREAS, Sergeant Reed enlisted in the Army upon his graduation from high school in 2004; and WHEREAS, Sergeant Reed deployed to Iraq, with the 411th Military Police Company, 720th Military Police Battalion, 89th Military Police Brigade based at Fort Hood Texas; and WHEREAS, Sergeant Reed displayed his love for the sport and his concern for the well-being of others by organizing a donation of soccer equipment to Iraqi children and often played soccer with them; and WHEREAS, on March 2, 2009, nearing the end of a 14 -month deployment, while on mounted patrol near Balad, Iraq, Sergeant Reed died from wounds sustained when a grenade struck the vehicle he was riding in; and WHEREAS, Sergeant Reed gave his life in defense of a grateful nation; and WHEREAS, the Chesterfield County Board of Supervisors wishes to memorialize the life and the sacrifices of Sergeant Reed. 16-403 05/25/16 WHEREAS, Chesterfield County will forever honor Sergeant Reed by the naming of a soccer field (#15) at Harry G. Daniel Park at Iron Bridge in his memory. NOW, THEREFORE, BE IT RESOLVED that the Chesterfield County Board of Supervisors does hereby name soccer field #15 at Harry G. Daniel Park at Iron Bridge as "Sergeant Jeffrey Reed Memorial Field." Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.2. REQUEST FROM THE CHESTERFIELD COUNTY FAIR ASSOCIATION TO SERVE ALCOHOLIC BEVERAGES (BEER) AS PART OF A "CHESTERFIELD CHEERS" PROGRAM DURING THE COUNTY FAIR On motion of Mr. Holland, seconded by Mr. Winslow, the Board granted permission to the Chesterfield County Fair Association to serve alcoholic beverages (beer) at the fairgrounds during the Chesterfield Cheers program at the Chesterfield County Fair to be conducted August 26 -September 3, 2016, subject to the compliance with the conditions filed with the papers of this Board. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.3. TRANSFER OF DISTRICT IMPROVEMENT FUNDS 8.B.3.a. FROM THE BERMUDA DISTRICT IMPROVEMENT FUND 8.B.3.a.1. TO THE SCHOOL BOARD FOR THE TRANSFORMATION OF CLASSROOM SPACE INTO A COMMUNITY FAMILY RESOURCES CENTER AT ECOFF ELEMENTARY SCHOOL On motion of Mr. Holland, seconded by Mr. Winslow, the Board transferred $5,000 from the Bermuda District Improvement Fund to the School Board for the transformation of classroom space into a community/ family resource center at Ecoff Elementary School. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.3.a.2. TO THE DEPARTMENT OF PARKS AND RECREATION TO PURCHASE AND INSTALL AN INTERNALLY ILLUMINATED MONUMENT SIGN AT ELIZABETH SCOTT ELEMENTARY SCHOOL On motion of Mr. Holland, seconded by Mr. Winslow, the Board transferred $3,000 from the Bermuda District Improvement Fund to the Department of Parks and Recreation to purchase and install an internally illuminated monument sign at Elizabeth Scott Elementary School. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-404 05/25/16 91 F] F] M N 8.B.3.a.3. TO THE SCHOOL BOARD FOR REPLACEMENT STOOLS FOR THE VISUAL ARTS ROOMS AT THOMAS DALE HIGH SCHOOL On motion of Mr. Holland, seconded by Mr. Winslow, the Board transferred $5,000 from the Bermuda District Improvement Fund to the School Board to replace worn out stools for the visual arts rooms at Thomas Dale High School. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.3.b. FROM THE DALE DISTRICT IMPROVEMENT FUND TO THE DEPARTMENT OF PARKS AND RECREATION TO PURCHASE AND INSTALL A MEMORIAL MARKER AND MASONRY BASE AT A SOCCER FIELD AT HARRY G. DANIEL PARK AT IRON BRIDGE On motion of Mr. Holland, seconded by Mr. Winslow, the Board transferred $2,000 from the Dale District Improvement Fund to the Department of Parks and Recreation to purchase and install a memorial marker and masonry base at a soccer field at Harry G. Daniel Park at Iron Bridge. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.4. REQUESTS FOR PERMITS TO STAGE FIREWORKS DISPLAYS 8.B.4.a. AT THE WOODLAKE PAVILION/AMPHITHEATER On motion of Mr. Holland, seconded by Mr. Winslow, the Board approved a permit for Woodlake Community Association to stage a fireworks display at the Woodlake Pavilion/Amphitheater on September 3, 2016, with no rain date. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.4.b. AT THE SUNDAY PARK PENINSULA OF BRANDERMILL On motion of Mr. Holland, seconded by Mr. Winslow, the Board approved a permit for the Brandermill Community Assoication to stage a fireworks display at the Sunday Park Peninsula at Brandermill on Monday, July 4, 2016 with a rain date of Saturday, July 16, 2016. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.5.a. SET DATE FOR PUBLIC HEARING TO CONSIDER THE FY2017 SECONDARY ROAD IMPROVEMENT BUDGET On motion of Mr. Holland, seconded by Mr. Winslow, the Board set the date of June 22, 2016, for a public hearing to consider the Virginia Department of Transportation's FY2017 secondary road improvement budget for Chesterfield County. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-405 05/25/16 8.B.5.b.. SET DATE FOR PUBLIC HEARING REGARDING PRIVATE INDIVIDUAL ONSITE WATER AND SEWAGE SYSTEMS (WELLS, SEPTIC TANKS AND ALTERNATIVE ONSITE SEWAGE) CODE AMENDMENTS On motion of Mr. Holland, seconded by Mr. Winslow, the Board set the date of June 22, 2016, for a public hearing regarding Private Individual Onsite Water and Sewage Systems (wells, septic tanks and alternative onsite sewage) Code Amendments. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.5.c. SET DATE FOR PUBLIC HEARING REGARDING BON AIR ONSITE ZONING ORDINANCE AMENDMENTS On motion of Mr. Holland, seconded by Mr. Winslow, the Board set the date of June 22, 2016, for a public hearing regarding Bon Air Onsite Zoning Ordinance Amendments. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.6. STATE ROADS ACCEPTANCE On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution: WHEREAS, the streets described below are shown on a plat recorded in the Clerk's Office of the Ci=rcuit Court of Chesterfield County; and WHEREAS, the Resident Engineer for the Virginia Department of Transportation has advised this Board the streets meet the requirements established by the Subdivision Street Requirements of the Virginia Department of Transportation. NOW, THEREFORE, BE IT RESOLVED, that this Board requests the Virginia Department of Transportation to add the streets described below to the secondary system of state highways, pursuant to Section 33.2-705, Code of Virginia, and the Department's Subdivision Street Requirements. AND, BE IT FURTHER RESOLVED, that this Board guarantees a clear and unrestricted right-of-way, as described, and any necessary easements for cuts, fills and drainage. AND, BE IT FURTHER RESOLVED, that a certified copy of this resolution be forwarded to the Resident Engineer for the Virginia Department of Transportation. Project/Subdivision: Pinifer Park at Queenspark Type Change to the Secondary System miles of State Highways: Addition Reason for Change: New subdivision street Pursuant to Code of Virginia Statute: §33.2-705 Street Name and/or Route Number 16-406 05/25/16 F] 9 9 N • Pinifer Park Court, State Route Number 7866 From: Robious Crossing Drive, (Route 832) To: Cul -de -Sac, a distance of: 0.07 miles. Recordation Reference: Plat Book 216, Page 83 Right of Way width (feet) = 44 • Robious Crossing Drive, State Route Number 832 From: Pinifer Park Court, (Route 7866) To: Cul -de -Sac, a distance of: 0.07 miles. Recordation Reference: Plat Book 216, Page 83 Right of Way width (feet) = 44 • Robious Crossing Drive, State Route Number 832 From: Robys Way, (Route 4077) To: Pinifer Park Court, (Route 7866), a distance of: 0.06 miles. Recordation Reference: Plat Book 216, Page 83 Right of Way width (feet) = 44 Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.7. REQUESTS FOR PERMISSION 8.B.7.a. FROM ADAMS INSULATION COMPANY, INCORPORATED TO INSTALL A PRIVATE SEWER SERVICE WITHIN A PRIVATE EASEMENT TO SERVE PROPERTY ON BELMONT ROAD On motion of Mr. Holland, seconded by Mr. Winslow, the Board granted Adams Insulation Co., Inc. permission to install a private sewer service within a private easement to serve property at 6213 Belmont Road and authorized the County Administrator to execute the sewer connection agreement. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.7.b. FROM HHHUNT HOMES, L.C. FOR CONCRETE DRIVEWAYS TO ENCROACH WITHIN AN EIGHT -FOOT EASEMENT ACROSS LOTS 21, 23, 27 AND 33, WYNWOOD AT FOXCREEK, SECTION 12 On motion of Mr. Holland, seconded by Mr. Winslow, the Board granted HHHunt Homes, L.C. permission for concrete driveways to encroach within an 8 -foot easement across Lots 21, 23, 27 and 33, Wynwood at Foxcreek, Section 12, subject to the execution of a license agreement. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-407 05/25/16 8.B.7.c. FROM HHHUNT HOMES, L.C. AND CHARLES M. VENINI, JR. AND ELIZABETH D. VENINI FOR CONCRETE DRIVEWAYS TO ENCROACH WITHIN AN EIGHT -FOOT EASEMENT ACROSS LOTS 12, 23, 27 AND 29, WYNWOOD AT FOXCREEK, SECTION 1 On motion of Mr. Holland, seconded by Mr. Winslow, the Board granted HHHunt Homes, L.C. and Charles M. Venini, Jr. and Elizabeth D. Venini permission for concrete driveways to encroach within an 8 -foot easement across Lots 12, 23, 27 and 29, Wynwood at Foxcreek, Section 1, subject to the execution of a license agreement. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.7.d. FROM MCLAUGHLIN HOLDINGS, LLC TO INSTALL PRIVATE WATER AND SEWER SERVICES WITHIN PRIVATE EASEMENTS TO SERVE LOT 1, CAMERON FARMS, SECTION 55 On motion of Mr. Holland, seconded by Mr. Winslow, the Board granted McLaughlin Holdings, LLC permission to install private water and sewer services within private easements to serve Lot 1, Cameron Farms, Section 55, and authorized the County Administrator to execute the water and sewer connection agreement. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.7.e. FROM MCLAUGHLIN HOLDINGS, LLC TO INSTALL A PRIVATE WATER SERVICE WITHIN A PRIVATE EASEMENT TO SERVE LOT 2, CAMERON FARMS, SECTION 55 On motion of Mr. Holland, seconded by Mr. Winslow, the Board granted McLaughlin Holdings, LLC permission to install a private water service within a private easement to serve Lot 2, Cameron Farms, Section 55, and authorized the County Administrator to execute the water connection agreement. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.7.f. FROM PROSINC, LLC FOR A DRIVEWAY TO ENCROACH ON COUNTY PROPERTY ON FOUNDERS BRIDGE TERRACE On motion of Mr. Holland, seconded by Mr. Winslow, the Board granted Prosinc, LLC permission for a driveway to encroach on county property to access an existing irrigation well that serves Independence Golf Course at Founders Bridge, subject to the execution of a license agreement. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-408 05/25/16 9 9 9 M 8.B.7.g. FROM CHAD D. WHITE AND ALYSSA N. WHITE FOR A PROPOSED ASPHALT DRIVEWAY TO ENCROACH WITHIN A FIVE-FOOT EASEMENT ACROSS LOT 22, NORTH SETTLERS LANDING, SECTION 3 On motion of Mr. Holland, seconded by Mr. Winslow, the Board granted Chad D. White and Alyssa N. White permission for a proposed asphalt driveway to encroach within a 5 -foot easement across Lot 22, North Settlers Landing, Section 3, subject to the execution of a license agreement. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.7.h. FROM CHAD D. WHITE AND ALYSSA N. WHITE TO INSTALL A PRIVATE WATER SERVICE WITHIN A PRIVATE EASEMENT TO SERVE PROPERTY ON GROUNDHOG DRIVE On motion of Mr. Holland, seconded by Mr. Winslow, the Board granted Chad D. White and Alyssa N. White permission to install a private water service within a private easement to serve property at 9931 Groundhog Drive and authorized the County Administrator to execute the water connection agreement. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.8. ACCEPTANCE OF PARCELS OF LAND 8.B.8.a. ALONG IRON BRIDGE ROAD FROM CAMBRIDGE ENTERPRISES LLC On motion of Mr. Holland, seconded by Mr. Winslow, the Board accepted the conveyance of three parcels of land containing a total of 0.084 acres along Iron Bridge Road from Cambridge Enterprises LLC, and authorized the County Administrator to execute the deed. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.8.b. ALONG EAST HUNDRED ROAD FROM EMERSON -ROPER COMPANIES, LLC On motion of Mr. Holland, seconded by Mr. Winslow, the Board accepted the conveyance of four parcels of land containing a total of 0.185 acres along East Hundred Road from Emerson - Roper Companies, LLC, and authorized the County Administrator to execute the deed. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-409 05/25/16 8.B.8.c. ALONG HULL STREET ROAD FROM HAMPTON PARK COMMERCIAL I I , LLC On motion of Mr. Holland, seconded by Mr. Winslow, the Board accepted the conveyance of a parcel of land containing 0.125 acres along Hull Street Road from Hampton Park Commercial II, LLC, and authorized the County Administrator to execute the deed. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.8.d. ALONG LE GORDON DRIVE FROM TURTLEBACK, LLC On motion of Mr. Holland, seconded by Mr. Winslow, the Board accepted the conveyance of a parcel of land containing 0.05 acres along Le Gordon Drive from Turtleback, LLC, and authorized the County Administrator to execute the deed. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.8.e. ALONG BERMUDA HUNDRED ROAD FROM VIRGINIA TRUCK CENTER OF RICHMOND, INCORPORATED On motion of Mr. Holland, seconded by Mr. Winslow, the Board accepted the conveyance of two parcels of land containing a total of 1.22 acres along Bermuda Hundred Road from Virginia Truck Center of Richmond, Inc., and authorized the County Administrator to execute the deed. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.8.f. ALONG HULL STREET ROAD FROM FRUC-TUOUS, LLC On motion of Mr. Holland, seconded by Mr. Winslow, the Board accepted the conveyance of a parcel of land containing 0.003 acres along Hull Street Road from Fruc-Tuous, LLC, and authorized the County Administrator to execute the deed. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-410 05/25/16 F] 9 9 8.B.9. REQUEST TO VACATE AND REDEDICATE A VARIABLE WIDTH WATER EASEMENT ACROSS THE PROPERTY OF COLONY VILLAGE, LLC On motion of Mr. Holland, seconded by Mr. Winslow, the Board authorized the Chairman of the Board and County Administrator to execute an agreement to vacate and rededicate a variable width water easement across the property of Colony Village, LLC. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.10. REQUEST TO VACATE AND REDEDICATE A VARIABLE WIDTH WATER EASEMENT AND A SIXTEEN -FOOT DRAINAGE EASEMENT (PUBLIC) ACROSS THE PROPERTY OF COLONY VILLAGE PHASE I I , LLC On motion of Mr. Holland, seconded by Mr. Winslow, the Board authorized the Chairman of the Board and County Administrator to execute an agreement to vacate and rededicate a variable width water easement and a 16 -foot drainage easement (public) across the property of Colony Village Phase II, LLC. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.11. REQUESTS TO QUITCLAIM 8.B.11.a. A PORTION OF SIXTEEN -FOOT WATER EASEMENT ACROSS PROPERTY OF FINER HOMES INCORPORATED On motion of Mr. Holland, seconded by Mr. Winslow, the Board authorized the Chairman of the Board of Supervisors and the County Administrator to execute a quitclaim deed to vacate a portion of a 16 -foot water easement across property of Finer Homes Incorporated. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.11.b. A PORTION OF A SIXTEEN -FOOT WATER EASEMENT ACROSS THE PROPERTY OF REBKEE PARTNERS IRONBRIDGE, LLC On motion of Mr. Holland, seconded by Mr. Winslow, the Board authorized the Chairman of the Board of Supervisors and the County Administrator to execute a quitclaim deed to vacate a portion of a 16 -foot water easement across the property of Rebkee Partners Ironbridge, LLC. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-411 05/25/16 8.B.12. APPROVAL OF A TREE CANOPY EASEMENT AND BANKING AGREEMENT FROM DOUGLAS R. SOWERS On motion of Mr. Holland, seconded by Mr. Winslow, the Board accepted a tree canopy easement and banking agreement from Douglas R. Sowers and authorized the County Administrator to execute the agreement. (It is noted a copy of the plat is filed with the papers of this Board.) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.B.13. APPROPRIATION OF SCHOOLS' POSITIVE BEHAVIOR INTERVENTION AND SUPPORTS GRANT On motion of Mr. Holland, seconded by Mr. Winslow, the Board appropriated $100,000 in the schools' instruction appropriation category to support the award of a Positive Behavior and Support grant. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 8.C. CLAIM OF CENTRAL CITY TOWING Mr. Mincks stated in 2013, Chesterfield County renewed its towing contract with Central City Towing. He further stated in consideration of the placement of Central City Towing on the eligible list of towing operators for police -requested tows, Central City Towing agreed to fully comply with the terms of the towing contract. He stated on October 5, 2014, the Police Department requested towing services from Central City Towing following a multi -vehicle accident that occurred in the county. He further stated Central City Towing then charged the owners a total of $6,637 for the services rendered. He stated under Addendum D, the owners should have been charged a total of $1,323. He further stated the Chesterfield County Police Department received a complaint regarding the charges levied by Central City Towing and opened an investigation into the towing services provided by Central City Towing. He stated Central City Towing's contract was then terminated. He further stated in its claim, Central City Towing alleges that the charges for the October 5 tow were "permissible" charges because the rates were "agreed to" by the citizens whose vehicles were towed. He stated Central City Towing also contends that federal law prohibits the county from requiring a vendor like Central City Towing "to limit its fees or charges of the owners/operators of the vehicles agree to charges in excess of those listed or set forth in the contract." He further stated Central City Towing seeks restoration to the towing list for the original balance of the term of the contract, or compensation from the county in the amount of $188,821.51 for its alleged loss of profits in 2015 and 2016, including any costs and fees it incurred. He stated staff recommends that the Board deny, Central City Towing's claim so that this matter can proceed to litigation. 16-412 05/25/16 1E Mr. Sadiq Gill, representing the Central City Towing, LLC, presented a summary of the claim of Central City Towing. He stated on October 5, 2014, Central City Towing responded to a crash involving multiple vehicles that were severely entangled with and on top of one another. He further stated using expertise and skill acquired over a number of years, Central City Towing separated, rigged and hoisted the vehicles and then towed two of them away from the accident scene. He stated Central City Towing did so only after obtaining agreement from the owners/operators to pay a fee commensurate with the complicated and challenging task at hand. He further stated Central City Towing charged a total of $6,637 for its services on this occasion. He stated upon finding Central City Towing's services to be violative of the deal with Chesterfield, a letter advised Central City Towing that the contract was being terminated and Central City Towing would be removed from the list. He further stated since January 10, 2015, Central City Towing has not received from the Chesterfield County Police Department a referral for disabled vehicles services. He stated loss of such business has caused damages to Central City Towing for which Chesterfield is liable. He further stated when Chesterfield declared as a violation of the contract Central City Towing's charging $6,637 for its services with the prior authorization of the vehicles' owners/operators, Chesterfield acted in contravention of federal law which prevents the contract from being enforced in such manner. He stated Chesterfield, through the actions of the Chesterfield County Police Department, unlawfully removed Central City Towing from the list. Mr. Mincks stated after extensive research, no preemption issue was found. He further stated under Addendum D, the owners of the vehicle should have been charged a total of $1,323 not $6,637. He stated staff recommends that the Board deny Central City Towing's claim so that this matter can proceed to litigation. Ms. Jaeckle stated the Board does not have the ability to reinstate the contract between Chesterfield County and Central City Towing. She further stated Mr. Ward has a stellar reputation among fellow towers and police and there has never been a complaint by a customer relative to service. She expressed concerns relative to permanently removing Central City Towing from the towing list after one questionable incident. She stated she would like to see his company reinstated on the Chesterfield County towing list. On motion of Mr. Holland, seconded by Mr. Winslow, the Board denied the claim of Central City Towing. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. IW Mr. Gill reiterated his stance on the claim relative to consensual towing fees. 16-413 05/25/16 9. REPORTS 9.A. REPORT ON DEVELOPER WATER AND SEWER CONTRACTS 9.B. REPORT ON STATUS OF GENERAL FUND BALANCE, RESERVE FOR FUTURE CAPITAL PROJECTS, DISTRICT IMPROVEMENT FUNDS AND LEASE PURCHASES On motion of Ms. Haley, seconded by Mr. Holland, the Board accepted the following reports: a Report on Developer Water and Sewer Contracts; and a Report on Status of General Fund Balance, Reserve for Future Capital Projects, District Improvement Funds and Lease Purchases. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 10. FIFTEEN -MINUTE CITIZEN COMMENT PERIOD ON UNSCHEDULED MATTERS There were no requests to address the Board at this time. 11. CLOSED SESSION PURSUANT TO SECTION 2.2-3711(A)(3), CODE OF VIRGINIA, 1950, AS AMENDED, TO DISCUSS THE ACQUISITION BY THE COUNTY OF REAL ESTATE FOR A PUBLIC PURPOSE WHERE DISCUSSION IN AN OPEN MEETING WOULD ADVERSELY AFFECT THE BARGAINING POSITION AND NEGOTIATING STRATEGY OF THE COUNTY On motion of Mr. Holland, seconded by Mr. Winslow, the Board went into closed session pursuant to Section 2.2-3711(A) (3) , Code of Virginia, 1950, as amended, to discuss the acquisition by the county of real estate for a public purposed where discussion in an open meeting would adversely affect the bargaining position and negotiating strategy of the county. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. Reconvening: On motion of Ms. Jaeckle, seconded by Mr. Holland, the Board adopted the following resolution: WHEREAS, the Board of Supervisors has this day adjourned into Closed Session in accordance with a formal vote of the Board and in accordance with the provisions of the Virginia Freedom of Information Act; and WHEREAS, the Virginia Freedom of Information Act effective July 1, 1989 provides for certification that such Closed Session was conducted in conformity with law. 16-414 05/25/16 9 9 9 NOW, THEREFORE BE IT RESOLVED, the Board of Supervisors does hereby certify that to the best of each member's knowledge, i) only public business matters lawfully exempted from open meeting requirements under the Freedom of Information Act were discussed in Close Session to which this certification applies, and ii) only such business matters were identified in the motion by which the Closed Session was convened were heard, discussed or considered by the Board. No member dissents from this certification. Mr. Winslow: Aye. Ms. Haley: Aye. Mr. Holland: Aye. Ms. Jaeckle: Aye. Mr. Elswick: Aye. 12. DINNER On motion of Ms. Jaeckle, seconded by Ms. Haley, the Board recessed to Room 502 for dinner. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. Reconvening: 13. INVOCATION The Honorable Leslie Haley, Midlothian District Supervisor, gave the invocation. 14. PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA Eagle Scout David Maloy led the Pledge of Allegiance to the Flag of the United States of America. 15. RESOLUTIONS 15.A. RECOGNIZING BOY SCOUTS UPON ATTAINING THE RANK OF EAGLE SCOUT Ms. Ruth introduced Mr. David Robinson Maloy, Mr. Kevin Thomas Mooz, Mr. Cole Edward Milliron, Mr. Phillip Andrew Clabough and Mr. Nathaniel Graves Wells, who were present to receive the resolution. On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution: WHEREAS, the Boy Scouts of America was incorporated by Mr. William D. Boyce on February 8, 1910, and was chartered by Congress in 1916; and 16-415 05/25/16 WHEREAS, the Boy Scouts of America was founded to build character, provide citizenship training and promote physical fitness; and WHEREAS, after earning at least 21 merit badges in a wide variety of skills including leadership, service and outdoor life, serving in a leadership position in a troop, carrying out a service project beneficial to their community, being active in the troop, demonstrating Scout spirit, and living up to the Scout Oath and Law, Mr. David Robinson Maloy, Mr. Tyler Matthew Will, Mr. Kevin Thomas Mooz, Mr. Cole Edward Milliron and Mr. Phillip Andrew Clabough, all of Troop 897, sponsored by Mount Pisgah United Methodist Church, and Mr. Nathaniel Graves Wells, Troop 2886, sponsored by Trinity United Methodist Church, have accomplished those high standards of commitment and have reached the long -sought goal of Eagle Scout, which is received by only four percent of those individuals entering the Scouting movement; and WHEREAS, growing through their experiences in Scouting, learning the lessons of responsible citizenship, and endeavoring to prepare themselves for a role as leaders in society, David, Tyler, Kevin, Cole, Phillip and Nathaniel have distinguished themselves as members of a new generation of prepared young citizens of whom we can all be very proud. NOW, THEREFORE, BE IT RESOLVED that the Chesterfield County Board of Supervisors, this 25th day of May 2016, publicly recognizes Mr. David Robinson Maloy, Mr. Tyler Matthew Will, Mr. Kevin Thomas Mooz, Mr. Cole Edward Milliron, Mr. Phillip Andrew Clabough and Mr. Nathaniel Graves Wells, extends congratulations on their attainment of Eagle Scout, and acknowledges the good fortune of the county to have such outstanding young men as its citizens. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. Mr. Holland, Mr. Winslow and Ms. Haley presented the executed resolutions and patches to each Eagle Scout, accompanied by members of their families, congratulated them on their outstanding achievements and wished them well in future endeavors. Each Eagle Scout provided details of their Eagle Scout project and expressed appreciation to their families and friends for their support. 16-416 05/25/16 PE 91 91 15.B. RECOGNIZING THE 2016 WINNERS OF THE MISS CHESTERFIELD SCHOLARSHIP PAGEANT Ms. Ruth introduced Ms. Kyle Grinnage, Executive Director of the Miss Chesterfield Scholarship Pageant, and the 2016 Miss Chesterfield Scholarship Pageant winners, who were present to receive the resolution. On motion of Mr. Holland, seconded by Mr. Winslow, the Board adopted the following resolution: WHEREAS, the Miss Chesterfield Scholarship Organization, Inc. is a non-profit organization that serves outstanding young women; and WHEREAS, the Miss Chesterfield Scholarship Organization conducts the Miss Chesterfield Scholarship Pageant, which is a preliminary pageant to the Miss Virginia Scholarship and Miss America pageants; and WHEREAS, the Miss America Organization is one of the nation's leading achievement programs and the world's largest provider of scholarship assistance for young women; and WHEREAS, the Miss Chesterfield Scholarship Organization provides young women with opportunities that can lead to scholarship assistance to help prepare them for successful careers; and WHEREAS, in 2015, the Miss America Organization and its state and local organizations will provide more than $45 million in cash and scholarship assistance; and WHEREAS, the Miss America Organization also has partnered with Children's Miracle Network to raise funds and awareness for children's hospitals throughout the United States; and WHEREAS, the Miss Chesterfield Scholarship Organization provides girls 4 to 9 years old an opportunity to participate in a non-competitive Princess program that includes group community service activities; and WHEREAS, Miss Chesterfield goes on to compete in the Miss Virginia Scholarship Pageant, which is a preliminary pageant to the Miss America pageant; and WHEREAS, the Miss Chesterfield Outstanding Teen advances to compete in the Miss Virginia's Outstanding Teen Pageant, which is a preliminary pageant to Miss America's Outstanding Teen Pageant; and WHEREAS, in these activities, young women develop presentation skills, poise, charm and grace while having the opportunity to provide community service. 16-417 05/25/16 NOW, THEREFORE, BE IT RESOLVED that the Chesterfield County Board of Supervisors, this 25th day of May 2016, publicly recognizes the important contributions of the Miss Chesterfield Scholarship Organization, Incorporated to the development of young women and to their future success, and congratulates the 2016 pageant winners: Miss Chesterfield, Taylor Nicole Reynolds; Miss Chesterfield's Outstanding Teen, Taylor Nichole Campbell; and Miss Chesterfield's Princesses, Khaleyah DeJesus-Love, Ryann Elyse Richardson, and London Slappy. AND, BE IT FURTHER RESOLVED that a copy of this resolution be presented to the winners of this year's pageant and that this resolution be permanently recorded among the papers of this Board of Supervisors of Chesterfield County, Virginia. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. Mr. Holland presented the executed resolutions to each of the pageant winners and congratulated them on their exemplary achievements. Ms. Grinnage and members of the organization expressed appreciation to the Board for the special recognition and continued support. Each pageant winner introduced themselves and briefly described their future goals and volunteer work. 16. FIFTEEN -MINUTE CITIZEN COMMENT PERIOD ON UNSCHEDULED MATTERS Ms. Missy Yeary, owner of Central Virginia Realty and member of the Home Builders Association, addressed the Board relative to potential revisions to the current. cash proffer policy. Mr. David Owen, member of the Home Builders Association, addressed the Board relative to potential revisions to the current cash proffer policy. Mr. Jack Thompson, vice-president of construction with Richmond Habitat for Humanity, urged the Board to consider incentives for developers to create mixed -income communities. Mr. George Bryant addressed the Board relative to potential revisions to the current cash proffer policy. 16-418 05/25/16 9 9 17. REQUESTS FOR MANUFACTURED HOME PERMITS AND REZONING PLACED ON THE CONSENT AGENDA TO BE HEARD IN THE FOLLOWING ORDER: - WITHDRAWALS/DEFERRALS - CASES WHERE THE APPLICANT ACCEPTS THE RECOMMENDATION AND THERE IS NO OPPOSITION - CASES WHERE THE APPLICANT DOES NOT ACCEPT THE RECOMMENDATION AND/OR THERE IS PUBLIC OPPOSITION WILL BE HEARD AT SECTION 19 16SN0138 In Bermuda Magisterial District, Milton S. Glass requests renewal of manufactured home permit (Case 95SN0281) to permit a temporary manufactured home and amendment of zoning district map in a Residential (R-7) District on 0.4 acres known as 3012 Botone Avenue. Density is approximately 2.5 units per acre. The Comprehensive Plan suggests the property is appropriate for Residential use (2.51-4 units/acre). Tax ID 789-676-2598. Mr. Turner stated Ms. Jaeckle is requesting a deferral to the August 24, 2016 regularly scheduled meeting. He noted the applicant is not present, but indicated his consent to the deferral. Mr. Elswick called for public comment. There being no one to speak to the deferral, the public hearing was closed. On motion of Ms. Jaeckle, seconded by Mr. Winslow, the Board deferred Case 16SN0138 until August 24, 2016. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16SN0140 In Matoaca Magisterial District, Virginia State University Booster Club requests renewal of manufactured home permit (Case 09SN0159) to permit a temporary manufactured home and amendment of zoning district map in a Residential (R-7) District on 0.9 acre known as 20911 Third Avenue. The Ettrick VSU Special Area Plan suggests the property is appropriate for Institutional Use. Tax ID 796-612-8206. Mr. Turner presented a summary of Case 16SN0140 and stated staff recommended approval, subject to the conditions. Mr. Richard Booker, representing the Virginia State University Booster Club, accepted the conditions. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. 16-419 05/25/16 On motion of Mr. Elswick, seconded by Mr. Holland, the Board approved Case 16SN0140, subject to the following conditions: 1. The manufactured home shall be owned by the applicant and the permit shall be granted to and for Virginia State University Booster Club exclusively. (P) 2. No additional permanent -type living space may be added onto this manufactured home. (P) 3. This manufactured home shall be used as a non-profit civic, social and fraternal club and lodge only. (P) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16SN0569 (AMENDED) In Clover Hill Magisterial District, MHG Food Service INC., Gary A. Rose, WEN Virginia LLC, Nouhad Abou Attallah and Midlothian Parc, LLC request rezoning from General Business (C-5) to Community Business (C-3) and conditional use planned development to permit exceptions to ordinance requirements plus amendment of zoning district map on 1.2 acres located in the northwest corner of Hull Street Road and Suncrest Drive. Density will be controlled by zoning conditions or Ordinance standards. The Comprehensive Plan suggests the property is appropriate for Neighborhood Business use. Tax ID 747-685-5175. Mr. Turner presented a summary of Case 16SN0569 and stated both the Planning Commission and staff recommended approval and acceptance of the proffered conditions. Mr. Mark Baker, representing the applicant, accepted the recommendation. He commended Planning staff for their assistance with the permit process. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. Mr. Winslow expressed appreciation to the applicant for investing in Chesterfield County. Mr. Winslow then made a motion, seconded by Mr. Holland, for the Board to approve Case 16SN0569 and accept the proffered conditions. Ms. Jaeckle reiterated Mr. Winslow's comments and expressed appreciation to Planning staff for their efforts. Mr. Elswick called for a vote on Mr. Winslow's motion, seconded by Mr. Holland, for the Board to approve Case 16SN0569 and accept the following proffered conditions: The Owner -Applicant in this zoning case, pursuant to Section 15.2-2298 of the Code of Virginia (1950 as amended) and the Zoning Ordinance of Chesterfield County, for itself and its successor or assigns, proffers that the development of the 16-420 05/25/16 91 �qw 0 property (the "Property") will be developed as set forth below; however, in the event the request is denied or approved with conditions not agreed to by the Owner - Applicant, these proffers shall be immediately null and void and of no further force or effect. 1. Master Plan. The Textual Statement dated March 7, 2016, and last revised March 25, 2016, and the site plan entitled "Rockwood Wendy's Layout Plan", prepared by Silvercore and dated September 23, 2015 (Exhibit A) shall be considered the Master Plan. (P) 2. Uses: Except for the uses listed below, which shall be prohibited, permitted uses shall be uses permitted by right, or with restrictions, in the Community Business (C-3) District: a. Alternative Financial Institutions b. Cocktail Lounges or Nightclubs C. Coin Laundry d. Commercial Kennels e. Communication towers f. Fraternal Uses g. Feed, seed and ice sales h. Funeral Home or Mortuary i. Gasoline Sales j. Halfway Houses k. Home Centers 1. Hospitals M. Hotels n. Indoor or Outdoor Flea Markets o. Material reclamation and recycling centers p. Motor Vehicle Sales, Service, Repair and Rental, including Motor Vehicle Consignment lots q. Motor Vehicle Wash r. Outside Public Address systems S. Park and ride lots 16-421 05/25/16 t. Tattoo Parlors U. Taxidermies V. Theaters, including drive-in W. Veterinary Hospital with outside runs (P) 3. Road Improvements. Prior to issuance of an occupancy permit, the following road improvements shall be completed: a. Construction of a sidewalk along the north side of Hull Street Road (Route 360) and along the west side of Suncrest Drive for the entire property frontage. b. Dedication to and for the benefit of Chesterfield County, free and unrestricted of any additional right of way or easements required for the improvements identified above. (T) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16SN0676 In Matoaca Magisterial District, Christopher Neil Carty requests conditional use planned development to permit an exception to road frontage requirements and amendment of zoning district map in an Agricultural (A) District on 30.3 acres lying 1,005 feet off the east line of River Road, 2,520 feet south of Graves Road. Density will be controlled by zoning conditions or Ordinance standards. The Comprehensive Plan suggests the property is appropriate for Residential Agricultural use (maximum of 0.5 dwellings per acre). Tax ID 758-617-3730. Mr. Turner presented a summary of Case 16SN0676 and stated both the Planning Commission and staff recommended approval, subject to the conditions. Mr. Christopher Carty accepted the conditions. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. On motion of Mr. Elswick, seconded by Ms. Haley, the Board approved Case 16SN0676, subject to the following conditions: 1. Road Frontage & Access. No public road frontage shall be required for a dwelling. Access to the parcel shall be provided in accordance with Proffered Conditions 2, 3 and 4. ( P ) 16-422 05/25/16 9 91 2. Easement. Prior to approval of a building permit, the property owner shall provide a copy of a recorded instrument which will include the following: a. A condition that shall require that no structure or fence shall be constructed to block the access. b. A condition that shall require the land owner of the subject property to be responsible for maintenance of the access. C. A thirty (30) foot private access easement from Point A to Point B, as generally shown on Exhibit A. (P) 3. Driveway Standards. A fifteen (15) foot wide driveway shall be constructed and maintained to all weather standards from Point A to Point B in accordance with the following standards: a. This driveway shall consist of not less than the following: compacted soil sub -base with six (6) inches of compacted 21-B crushed stone, if an asphalt based surface is to be applied, it shall be designed and constructed to Chesterfield County subdivision street requirements or an equivalent design approved by the Subdivision Team, capable of supporting the projected 75,000 pound vehicle weight and shall be maintained to this standard. The driveway shall not be approved if it is rutted or potholed. b. There shall be an additional three (3) foot clear area beyond the edge of the driveway. C. There shall be a minimum vertical clearance of fourteen (14) feet of area above the driveway. d. The driveway shall have a maximum grade of ten (10) percent with an appropriate transition at the street connection. e. The minimum inside turning radius for any curve shall be twenty-seven (27) feet. f. Any cross drains shall be designed to accommodate a minimum ten (10) year storm. (P) 4. Driveway Inspection. Prior to issuing a Certificate of Occupancy, the Planning Department shall inspect this driveway to determine compliance as set forth above. (P) 5. Future Divisions of Property. No further divisions of the property, including family subdivisions, shall be permitted unless adequate public road frontage is provided. (P) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-423 05/25/16 16SN0689 In Bermuda Magisterial District, Icon Mars Property Owner Pool 2 LLC and Icon Mars Property Owner Pool 4 DC/VA LLC request amendment of conditional use planned development (Case 96SN0268) to permit outside storage and amendment of zoning district map in a Light Industrial (I-1) District on 22.2 acres located in the southwest quadrant of Meadowville Road and Kingston Avenue. Density will be controlled by zoning conditions or Ordinance standards. The Comprehensive Plan suggests the property is appropriate for Industrial use. Tax IDs 818-654-1594, 5193 and 7468; 818-655-3604 and 5421; and 819-654-0582. Mr. Turner presented a summary of Case 16SN0689 and stated both the Planning Commission and staff recommended approval, subject to the conditions. He noted the applicant is not present, but indicated his consent of the conditions. Ms. Jaeckle acknowledged the absence of the applicant. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. On motion of Ms. Jaeckle, seconded by Mr. Winslow, the Board approved Case 16SN0689, subject to the following conditions: 1. In addition to the uses permitted by the Textual Statement of Case 96SN0268, the following use shall also be permitted: D. Use, Bulk Exceptions, Conditions and Standards of Development a. Outside storage, provided the following restrictions are meet: (i) Outside storage shall consist of single - unit box trucks and/or tractor trailer parking only. Outside storage areas shall be restricted to the proposed parking area, generally as shown on Exhibit A. (iii) Screening for outside storage areas shall meet Ordinance requirements. In addition, existing vegetation shall be retained between any outside storage area and the ultimate right of way (Meadowville Road and Kingston Avenue), to the maximum extent practical. (P) (Staff Note: Except as amended herein, all previous conditions of zoning approved in Cases 96SN0268 and OOSN0176 shall remain in full force and effect.) 16-424 05/25/16 9 9 2. Post -development 2, 10 and 100 year stormwater discharge shall not exceed the predeveloped 2, 10 and 100 year stormwater discharge, respectively. (EE) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16SN0692 In Midlothian Magisterial District, Johnson Development Association, Inc. requests rezoning from Agricultural (A) to General Business (C-5) and amendment of zoning district map on 11 acres located in the southeast corner of Midlothian Turnpike and Otterdale Woods Road. Density will be controlled by zoning conditions or Ordinance standards. The Comprehensive Plan suggests the property is appropriate for Suburban Commercial District and Planned Transition Area uses. Tax IDs 721-709-7721 and 722-709-0435. Mr. Turner presented a summary of Case 16SN0692 and stated both the Planning Commission and staff recommended approval and acceptance of the proffered conditions. Mr. Jack Wilson, representing the applicant, accepted the recommendation. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. Ms. Haley commended the applicant for bringing a quality product to the Midlothian corridor. Ms. Haley then made a motion, the Board to approve Case following proffered conditions: seconded by Mr. Winslow, for 16SN0692 and accept of the The property owner and applicant in this case, pursuant to Section 15.2-2298 of the Code of Virginia (1950 as amended) and the Zoning Ordinance of Chesterfield County, for themselves and their successors and assigns, proffer that the property under consideration (the "Property") will be developed according to the following proffers if, and only if, the request submitted herewith is granted with only those conditions agreed to by the owner and applicant. In the event this request is denied or approved with conditions not agreed to by the owner and applicant, the proffers shall immediately be null and void and of no further force or effect. 1. Site Plan. The Property shall be developed generally as shown on the Site Plan, prepared by Townes Site Engineering dated April 11, 2016, and attached as Exhibit A. (P) 16-425 05/25/16 2. Uses. The only permitted use is a mini -storage facility. No storage unit shall be used for office or dwelling purposes. (P) 3. Elevations. The exterior facades of the improvements on the Property shall be substantially similar to the elevations shown on Exhibits B-1, B- 2 and B-3 prepared by GMF+ Associates and dated April 11, 2016. (P) 4. Facades. Vertical architectural fagade features shall be continued a minimum of ten (10) feet in depth from the building facade. (P) 5. Dedication. Prior to any site plan approval, or within sixty (60) days of a written request by the Transportation Department, whichever occurs first, fifty (50) feet of right-of-way on the east side of Otterdale Woods Road, measured from the centerline of that part of Otterdale Woods Road immediately adjacent to the Property, shall be dedicated, free and unrestricted, to and for the benefit of Chesterfield County. (T) 6. Access. a. No direct vehicular access shall be provided from the Property to Otterdale Woods Road. b. Direct vehicular access from the Property to Route 60 shall be limited to one (1) entrance/exit. The exact location of this access shall be approved by the Transportation Department. (T) 7. Road Improvements. Prior to issuance of a certificate of occupancy on the Property, the following road improvements shall be completed, as determined by the Transportation Department: a. Construction of an additional lane of pavement along the eastbound lanes of Route 60 for the entire Property frontage, except for pavement widening across the existing bridge area located towards the eastern property line. The exact length of this improvement shall be approved by the Transportation Department; b. Construction of additional pavement along the eastbound lanes of Route 60 at the approved access to provide a separate right turn lane; C. Construction of a sidewalk along Route 60 for the entire Property frontage, except for a sidewalk across the existing bridge area located towards the eastern property line. The exact length of this improvement shall be approved by the Transportation Department; 16-426 05/25/16 9 9 M_ R d. Full cost of traffic signal modifications at the Route 60/Otterdale Woods Road intersection, if warranted, as determined by the Transportation Department; and e. Dedication to Chesterfield County, free and unrestricted, of any additional right-of-way (or easements) required for the improvements identified above. (T) 8. Drainage. a. Storm drainage from the impervious/developed portion of the Property shall be released into the adjacent preserved wetlands at a rate of no more than the pre development 2 year discharge rate up through the post development 100 year storm event. b. All drainage facilities shall be screened from Midlothian Turnpike. C. In order for its present function of holding back stormwater runoff from downstream development to be incorporated into the stormwater management program for the upland site development, the Wetland Area shown on the Site Plan Exhibit shall be maintained in perpetuity as an undisturbed vegetated area with no improvements other than driveways, utilities, and stormwater facilities. (EE) 9. Lighting. Light poles shall not exceed fifteen (15) feet in height. (P) 10. Outside Storage. There shall be no outside storage. (P) 11. Hours of Operation. The hours of operation shall be between the hours of 6:00 a.m. and 10:00 p.m. (P) 12. Noise. Uses allowed on the property shall be designed and operated so as not to generate noise levels above 55 dBa at the property line. (P) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16SN0693 In Midlothian Magisterial District, Ryan Ferguson requests conditional use to permit a two-family dwelling and amendment of zoning district map in a Residential (R-25) District on 2.9 acres fronting 150 feet on west line of Royal Crest Drive, 95 feet north of Riverdowns South Drive. Residential use of up to 1.74 units per acre is permitted in the Residential (R-25) District. The Comprehensive Plan suggests the property is appropriate for Low Density Residential use (maximum of 1.0 dwelling per acre). Tax ID 722-721-7869. 16-427 05/25/16 Mr. Turner presented a summary of Case 16SN0693 and stated both the Planning Commission and staff recommended approval, subject to the conditions. Mr. Ryan Ferguson accepted the conditions. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. On motion of Ms. Haley, seconded by Mr. Holland, the Board approved Case 16SN0693, subject to the following conditions: 1. Occupancy of the second dwelling unit shall be limited to: the occupants of the principal dwelling unit, individuals related to them by blood, marriage, adoption or guardianship, foster children, guests and any domestic servants. (P) 2. For the purpose of providing record notice, within thirty (30) days of approval of this request, a deed restriction shall be recorded setting forth the limitation in Condition 1. The deed book and page number of such restriction and a copy of the restriction as recorded shall be submitted to the Planning Department. (P) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16SN0700 In Midlothian Magisterial District, Glasser Properties, LLC requests rezoning from Agricultural (A) to Neighborhood Office (0-1) plus conditional use planned development to permit exceptions to ordinance requirements and amendment of zoning district map on 0.7 acre known as 8720 Forest Hill Avenue. Density will be controlled by zoning conditions or Ordinance standards. The Comprehensive Plan suggests the property is appropriate for Neighborhood Office use. Tax ID 755-719-6765. Mr. Turner presented a summary of Case 16SN0700 and stated both the Planning Commission and staff recommended approval, subject to the conditions. Ms. Christine Glasser -Lantz accepted the conditions. She commended Ms. Haley and Planning staff for their assistance with the permit process. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. Ms. Haley also commended Planning staff for their efforts and assistance to the applicant. 16-428 05/25/16 9 1E Ms. Haley then made a motion, seconded by Mr. Holland, for the Board to approve Case 16SN0700, subject to the following conditions: 1. Master Plan. The Textual Statement dated May 2, 2016 shall be considered the master plan. (P) 2. Concept Plan Requirements. The site shall be developed as generally depicted on the Concept Plan (Exhibit A). However, the exact location of buildings, parking and other improvements may be modified provided such modifications comply with Ordinance standards, conditions herein, and provided that the general intent of the plan is maintained. Modifications to the Concept Plan may be reviewed and approved by the Director of Planning at time of site plan review. (P) Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 18. PUBLIC HEARINGS 18.A. TO CONSIDER APPROPRIATION NOT TO EXCEED $75,000,000 IN PAYMENT TO THE ESCROW AGENT FOR THE ADVANCE REFUNDING OF WATER AND SEWER REVENUE BONDS Mr. Hayes stated this date and time has been advertised for the Board to consider appropriation not to exceed $75,000 in payment to the escrow agent for the advance refunding of water and sewer revenue bonds. He further stated staff worked with the county's financial advisors, Davenport and Company LLC, to analyze the utilities outstanding revenue bond debt and has determined the market is favorable for refunding the 2007 and 2009 revenue bonds. He stated utilities can refinance outstanding revenue bonds that will result in present values debt service savings of approximately $7.5 million over the period FY2017-FY2030. Mr. Winslow and Mr. Holland applauded the efforts of staff relative to debt service savings. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. On motion of Mr. Holland, seconded by Mr. Winslow, the Board approved the appropriation not to exceed $75,000,000 in payment to the escrow agent for the advance refunding of water and sewer revenue bonds. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 16-429 05/25/16 18.B. TO CONSIDER APPROPRIATION OF NOT TO EXCEED $79,000,000 IN PAYMENT TO THE ESCROW AGENT FOR REFUNDING GENERAL OBLIGATION BONDS AND VIRGINIA RESOURCES AUTHORITY SPECIAL FUND REVENUE BOND PROCEEDS FOR THE REFUNDING OF SELECTED MATURITIES OF CERTIFICATES OF PARTICIPATION Mr. Harris stated this date and time has been advertised for the Board to consider appropriation of not to exceed $79,000,000 in payment to the escrow agent for refunding general obligation bonds and Virginia Resources Authority special fund revenue bond proceeds for the refunding of selected maturities of certificates of participation. He further stated staff worked with the county's financial advisors to analyze the county's outstanding general obligation debt to determine if the market is favorable for refunding various callable bonds. He stated the financial advisors have identified several series of general obligation bonds eligible for refunding. He further stated the county can refinance outstanding bonds that will result in present value savings of approximately $3.8 million over the period FY2017-FY2030. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. Mr. Holland applauded the efforts of staff relative to debt service savings. Mr. Holland then made a motion, seconded by Mr. Winslow, for the Board to approve the appropriation of up to $55,000,000 of general obligation bond proceeds for the refunding of selected maturities of certain issues of general obligation public improvement bonds and general obligation public improvement refunding bonds issued on behalf of the county and associated closing costs; and appropriation of up to $24,000,000 of Virginia Resources Authority (VRA) Special Fund Revenue Bond proceeds for the refunding of selected maturities of Certificates of Participation issued on behalf of the county and associated closing costs. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 18.C. TO CONSIDER THE EXERCISE OF EMINENT DOMAIN FOR THE ACQUISITION OF RIGHT-OF-WAY AND EASEMENTS FOR THE LUCKS LANE (SPIREA ROAD TO EAST EVERGREEN PARKWAY) WIDENING PROJECT Mr. Smith stated this date and time has been advertised for the Board to consider the exercise of eminent domain for the acquisition of right-of-way and easements for the Lucks Lane (Spirea Road to East Evergreen Parkway) Widening Project. Mr. Smith further stated staff has been able to work out voluntary conveyances with all of the land owners that are subject to the public hearing. He stated no action is needed at this time. No action was taken. In response to Mr. Holland's question, Mr. Smith stated the son of deceased property owner Armon Deurmier submitted his power of attorney today. 16-430 05/25/16 1E 9 9 18.D. TO CONSIDER THE CONVEYANCE OF AN EASEMENT TO LUMOS NETWORKS INCORPORATED Mr. Harmon stated this date and time has been advertised for the Board to consider the conveyance of an easement to Lumos Networks Incorporated. Mr. Elswick called for public comment. There being no one to address the issue, the public hearing was closed. In response to Mr. Holland's question, Mr. Harmon stated there is no monetary consideration for the easement because it is providing utility service to the T -Mobile facilities on county property. On motion of Mr. Winslow, seconded by Mr. Holland, the Board authorized the Chairman of the Board of Supervisors and the County Administrator to execute an easement agreement with Lumos Networks Inc. for a 10 -foot underground easement across property of Watkins Elementary School, 501 Coalfield Road. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. 19. REMAINING MANUFACTURED HOME PERMITS AND ZONING REQUESTS There were no remaining requests for manufactured home permits or rezoning at this time. 20. FIFTEEN -MINUTE CITIZEN COMMENT PERIOD ON UNSCHEDULED MATTERS Mr. Will Shewmake addressed the Board relative to potential revisions to the current cash proffer policy. In response to Mr. Shewmake's remarks, Mr. Holland noted he would be reviewing the current cash proffer policy relative to legal definitions. 21. ADJOURNMENT On motion of Mr. Holland, seconded by Ms. Haley, the Board adjourned at 7:40 p.m. until June 22, 2016. Ayes: Elswick, Jaeckle, Winslow, Holland and Haley. Nays: None. / �a� - . - !` 1-:� Step en A. Elswick Chairman 16-431 05/25/16 9 9 PI