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HomeMy WebLinkAbout2001-09-19 ACTIONS Board of Supervisors Meeting of September 19, 2001 September 24, 2001 1 Call to order. AGENDA ITEM/ACTION 4. From the Public: Matters Not Listed on the Agenda. · Ms. Lang Murray, a member of the Piedmont Council of the Arts, distributed copies of the Arts Education & Cultura Resource Directory and thanked the Board for its support. 4.a. Resolution of Appreciation to Local Firefighters and Rescue Squadsmen. ADOPTED. (Note: Mr. John Obrandy, Training Captain informed the Board that nearly $250,000 has been raised to-date in response to terrorist attacks on 9/11/01 .) 5.1. ZMA-2001-01. Redfields (deferred from August 8, 2001). APPROVED rezoning and proffers. 5.2 Resolution to participate as member of Thomas Jefferson HOME Consortium and authorize County Executive to execute Cooperation Agreement. ADOPTED and AUTHORIZED. 5.3 Approve purchase of property from Eric Frost (two acres located on Peters Mountain) in connection with 800 MHz public safety radio system and authorize County Executive to execute documents to finalize purchase. APPROVED and AUTHORIZED. 5.4 Approve purchase of property from Crown Orchard Co., LLP (located on Carter's Mountain)in connection with 800 MHz public safety radio system and aUthorize County Executive to execute Lease Agreement on the County's behalf as fiscal agent of the Emergency Communications Center. APPROVED and AUTHORIZED. 5.5 SP-2001-17. Merrie Meadows (defer until October 10, 2001). DEFERRED as requested. 5.6 Copy of letter dated September 10, 2001 to Mr. Steven W. Blaine, LeClair Ryan, from Mr. John Shepherd, Manager of Zoning Administration.. re: OFFICIAL DETERMINATION OF DEVELOPMENT RIGHTS AND PARCELS - Tax Map 74. Parcel 17B and Tax Map 58, Parcels 91 and 100 (property of Ivy Creek Farm and Ivy Point Farm) Section 10.3.1. (Note: Mr. Perkins asked if there is a charge for this service. Mr. Cilimberg replied, "Yes.") 6. Public hearing on the proposed issuance of school bonds of Albemarle County in the estimated principal amount not to exceed $20,330,000. The purpose of the proposed bonds is to finance capital projects for public schools. ADOPTED resolution. Update on Visitors Assistance Center. PROVIDED by Ms. Lee Catlin. 9. From the Board: Matters Not Listed on the Agenda. · The Board appointed Ms. Kimberly Suyes Director of Human Resources effective October 1, 2001. ASSIGNMENT Meeting was called to order at 7:00 p.m., by the Chairman, Sally=Thomas. All BOS members present except David Bowerman and Ch aries Martin. Bob Tucker, Larry Davis present. Clerk: Laurie Bentley. Clerk: Acknowledge speaker's comments in writing. None; distributed resolution (attachment A) to representatives from comm unity fire stations during the meeting. Clerk: List proffers (attachment B). Clerk: Forward resolution (attachment C) to ??? County Attorney: Obtain signatures on agreement attachment D) and forward copy to Clerk. County Attorney: Obtain signatures on agreement (attachment E)and forward copy to Clerk. County Attorney: Obtain signatures on agreement (attachment F) and forward copy to Clerk. Clerk: Place on 10/10/01 agenda. None. Clerk: Forward 6 signed originals of resolution (attachment G) to Brenda Neitz. None. None. · Mr. Perkins distributed a letter written by a constituent, which praised a recent interaction with the Police Department. · Ms. Thomas said a resident expressed concern about the conditions on Fortune Lane, which leads to the Keene Landfill. Mr. Dorrier said he had viewed the site with Mr. Jim Bryan from VDOT. Mr. Tucker will follow up with Mr. Bryan. · Mr. Perkins asked about the status of the County obtaining a bond rating for court expansion. Mr. Tucker said a report is forthcoming. · Mr. Dorrier said that he, along with Ms. Thomas, will attend tomorrow night's scheduled meeting with City Council regarding transit issues. · Ms. Hum phris asked about letters of complaints from residents near the proposed Chimney Rock Farm subdivision, who are concerned that a farm is now being turned into a subdivision. The Clerk will forward copies of the letters to Mr. Tucker (the Planning Department was copied on the original). · Ms. Thomas asked about applications for the vacancy on the Historic Preservation Committee. The Clerk advised her that approximately 30 applications have been received. · Ms. Thomas asked how the Board is to find a replacement for Brian Carlson, who recently resigned from the Workforce Investment Act. CONSENSUS to have Ms. Thomas ask Mr. Carlson to review applicants and make recommendation to the Board. 10. Adjourn to September 27, 2001 for Joint Meeting with Charlottesville City Council at Monticello High School, re: Water Supply Alternatives. At 8:50 p.m. ADJOURNED until 7:00 p.m. on 9/27/01 as described above. County Executive's office: Distribute copies of letter to Board members. County Executive: Follow up with Mr. Bryan. County Executive's office: Provide report to Board members when available. None. Planning Staff: Look into the matter and report back to the Board. None; these applications will be included with the others that will be sent to the Board in the 10/3/01 Board packet. None. None. 2 Attachment A RESOLUTION WHEREAS, on September 11, 2001 the United States of America suffered a national tragedy due to terrorist attacks upon America in New York City and Washington, D.C.; and WHEREA~ the casualties, human suffering, and lost lives from the terrorist attacks have been great and have tested the faith, the endurance, and the good will of all Americans; and WHEREA& the firefighters of America have risen to the tremendous challenge placed upon them by the terrorist attacks upon America; and WHEREAS, many of the firefighters willingly risked and gave their lives in order to rescue their fellow citizens; and WHEREA~ these unsung herees left many grieving families behind as they put the lives of others ahead of their own; and WHEREAS, the career and volunteer firefighters and rescue squadsmen of the City of Charlottesville and Albemarle County, Virginia, on September 13, 2001, initiated a fundraising "boot" drive for the families of fallen firefighters in New York City; and WHEREA& the career and volunteer firefighters and rescue squadsmen of the City of Charlottesville and Albemarle County, Virginia, on September 13, 2001, have successfully raised $235,000 in four days for the families of their fallen comrades in New York City; and WHEREA& the efforts of our local firefighters and rescue squadsmen are deserving of our great support and appreciation; NOW THEREFORE BE IT RESOLVED, that the Board of Supervisors of Albemarle County, Virginia, hereby recognizes and expresses its heartfelt appreciation for the efforts of so few for the benefit of so many; AND FURTHER RESOLVED, that the men and women of the following fire and rescue units are to be commended for their outstanding work in raising funds for the families of their fallen comrades: Albemarle County Fire/Rescue Albemarle Professional Firefighters Association Charlottesville Professional Firefighters Association City of Charlottesville Fire Department Crozet Volunteer Fire Department Earlysville Volunteer Fire Department East Rivanna Volunteer Fire Company North Garden Volunteer Fire Company Scottsville Volunteer Fire Department Seminole Trail Volunteer Fire Department Stony Point Volunteer Fire Company Western Albemarle Volunteer Rescue Squad AND RESOLVED, that the Clerk of the Board of Supervisors prepare a copy of this resolution for each of the organizations listed above. Adopted this 19th day of September, 2001 by a unanimous vote of the Albemarle County Board of Supervisors. Attachment B PLANNING ITEMS ZMA-2001-01 Redfields Proffers are as follows: 10. Overall development shall be in general accord with the Application Plan first approved under ZMA-89-18, as amended by subsequent rezoning actions. The Application Plan entitled Redfields, prepared by the Cox Company, submitted January 16, 2001, last revised August 21, 2001 ("Application Plan") submitted with these proffers reflects layout of the Redfields PRD as of the date of these proffers, except the area delineated within the Phases 4A and 4B on the Application Plan, also referred to as the "Site"; Development within the 72.7 acre site, identified as Phases 4A and 4B, shall be in general accord with the Application Plan; The maximum allowable residential units in the Redfields PRD shall be limited to 656; Applicant will limit total development on the Site to 125 residential units; The applicant shall provide a five-(5)foot-wide asphalt footpath in the right-of-way along Redflelds Road between Hayrake Lane and Courtyard Drive. The alignment of this footpath shall be subject to VDOT and Albemarle County Service Authority approvals. This footpath shall be provided before or during the construction of Redfields Phase 4B; The thirty (30) percent open space established under ZMA-89-18, as amended by subsequent rezoning actions shall remain in effect for the entire Redfields PRD. Open space on the Application Plan for ZMA-01-001 shall be not less than approximately twenty-seven (27) acres of the seventy-two point seven (72.7) acres. Disturbance of open space shall be limited to installation of trails, stormwater facilities, utilities, and private roads as shown generally on the Application Plan. The Applicant shall make every effort to minimize disturbance of critical slopes in the installation of these features. The Applicant shall retain the right to request additional disturbance of open space in accordance with Section 4.7 of the Albemarle County Zoning Ordinance; Pedestrian trails shall be constructed in the locations as shown generally on the Application Plan. The Applicant shall rough grade these trails during the public improvements for Phase 4B to the standards of a Class A trail, as indicated in the County's Comprehensive Plan. Upon demand of the County, the trail running parallel to the Norfolk and Southern Railroad and labeled "Proposed HCA and County Greenbelt Connector Trail" shall be reserved for dedication for public use on the final plat for phase 4B. This "Proposed HCA and County Greenbelt Connector Trail" shall be fifty (50) feet wide where possible and shall include the road on the Redfields Property running between Old Route 29 and the box culvert, which currently passes under the Norfolk and Southern Railroad; Developmen[ standards for yards, private road improvements, and shared driveways shall be as shown on the Application Plan or as modified in proffer #10; Each lot shall comply with current building site provisions. No driveway shall encroach more than fifty (50) lineal feet on slopes of twenty-five (25) percent or greater; Zero lot line setbacks may be applied to Phases 4A and 4B as follows: a. All such structures for which separation and/or side yards are reduced shal be constructed 'n accordance with the current edition of the Virginia Uniform Statewide Building Code; 11. b. In the case of yard reduction, the Albemarle County Fire Official may require such guarantee as deemed necessary to ensure compliance with the provisions of this proffer, inclusive of, but not limited to, deed restriction disclosures and other such instruments and the recordation of the same in the office of the Clerk of the Circuit Court of the County; c. No structures shall encroach on any emergency accessway as may be required by the Albemarle County Fire Office; d. No structures shall encroach on any utility, drainage or other easement, nor any feature required by the Zoning Ordinance; e. The wall of a dwelling unit located within three (3) feet of th e lot line shall have no windows, doors, or any other type of openings unless permitted by the Virginia Uniform Statewide Building Code; f. At the sole discretion of the applicant, front setbacks may be reduce to ten (10) feet; g. As necessary in a particular case, a perpetual wall maintenance easement shall be provided on the lot adjacent to the zero lot line property such that, with the exception of fences, a total width between dwelling units of six (6) feet shall be kept clear of all structures. This easement shall be shown of the final plat and incorporated in each deed transferring title to the property. Roof overhangs may penetrate the easement on the adjacent lot a maximum of twenty-four (24) inches, but the roof shall be designed that water runoff from the dwelling placed on the lot line is limited to the lot of the dwelling of the easement area. Building footings may penetrate the easement on the adjacent lot a maximum of eight (8) inches; and, Upon request of Albemarle County, Virginia, for the purpose of the connection of Cedarwood Court to Tell Lane the Owner shall dedicate to the County a right-of- way consisting of a strip of land at a width deemed necessary by the County, but not to exceed fifty (50) feet in width within the area designated at the end of Cedarwood Court on the Application Plan dated August 21, 2001 prepared by The Cox Company. The Owner shall place in the deeds from Redfields Development Corporation conveying lots in Redfields Phase 4A and 4B as shown on the Application Plan the following language: "Notice: Cedarwood Court may in the future connect to Tell Lane." If the County does not request that the lan d be dedicated within twenty-five (25) years after the date these proffers are accepted, or if the land is dedicated but at any time thereafter the County determines not to use it for public right-of-way purposes, the land shall be Open Space. Attachment C RESOLUTION OF SUPPORT FOR COOPERATION AGREEMENT FOR THE THOMAS JEFFERSON HOME CONSORTIUM UNDER THE HOME INVESTMENT PARTNERSHIP PROGRAM Whereas, thero exists a continuing need to provide affordable housing opportunities for Iow and moderate income citizens; and Whereas, the HOME Investment Partnership Program provides financial assistance to the members of the Thomas Jefferson HOME Consortium ~n support of these affordable housing opportunities; and Whereas, the Thomas Jefferson HOME Consortium has successfully provided affordable housing opportunities for Iow and moderate income citizens since its inception in 1992; and Whereas continued participation in the Thomas Jefferson HOME Consortium will increase affordable housing opportunities for Iow and moderate income citizens; Therefore be it Resolved, the Albemarle County Board of Supervisors does support continued participation in the Thomas Jefferson HOME Consortium and authorizes the County Executive to sign the Cooperation Agreement for the period October 1, 2001 through September 30, 2004. Be it further Resolved, the Albemarle County Board of Supervisors designates the Albemarle Housing Improvement Program (AHIP) as the subrecipient of HOME funds available through the Consortium to implement housing programs in accordance with the Consolidated Plan and to address priority housing needs within the County. 7 Attachment D COOPERATION AGREEMENT AMONG ALBEMARLE COUNTY, CITY OF CHARLOTTESVILLE, FLUVANNA COUNTY GREENE COUNTY, LOUISA COUNTY AND,NELSON COUNTY FOR DESIGNATION AS A PARTICIPATING CONSORTIUM UNDER THE HOUSING AND URBAN DEVELOPMENT HOME INVESTMENT PARTNERSHIP PROGRAM Recognizing the need to alleviate the housing problems within the region and, by virtue of the Resolutions of Support for participation in the HOME Investment Parmership Program, Albemarle County, City of Charlottesville, Fluvanna County, Greene County, Louisa County and Nelson County do hereby agree to establish the Thomas Jefferson Area Consortium (CONSORTIUM). Membership: 1. The members of the CONSORTIUM are the governments of the City of Charlottesville, and the Counties of Albemarle, Fluvanna, Greene, Louisa, and Nelson (MEMBERS). Responsibilities of MEMBERS: 1. The MEMBERS of the CONSORTIUM agree to cooperate to undertake or assist in undertaking housing assistance activities for the HOME Investment Partnership Program; 2. The MEMBERS agree to affn-matively further fair housing within the CONSORTIUM; 3. The MEMBERS of the Consortium designate the City of Charlottesville to act in a representative capacity for all members for the purposes of the HOME program (LEAD AGENCY) and assumes overall responsibility for ensuring that the CONSORTIUM'S HOME program is carried out in compliance with the HOME program requirements, including requirements concerning a Consolidated Plan in accordance with HUD regulations in 24 CFR Parts 92 and 91, respectively, and the requirements of 24 CFR 92.350; 4. The MEMBERS designate the Thomas Jefferson Planning District Commission (COMMISSION) to serve as the managing body for the HOME Investment Parmership Program. The COMMISSION shall be responsible for (1) the development of the regional portion of the Consolidated Plan; (2) preparation of an annual budget that assures equal sharing of funds; (3) development of rules and regulations consistent with federal rules and regulations; (4) development of program design and oversight; (5) provision of fmancial management, compliance oversight and general management; and (6) other such requirements which may, from time to time, be promulgated by the federal government. Policy, consistent with the terms of this agreement, is assigned to the Commission, and the administrative duties to the staff. 5. The MEMBERS further request the City of Charlottesville, acting as LEAD AGENCY, to contract with the COMMISSION for these services, to be supported with administrative fimds from the annual HOME allocation to the CONSORTIUM. The COMMISSION may, in turn, allocate a portion of the Administrative Funds to the local SUBRECtPIENTS and/or Community Housing Development Organizations (CHDOs) to insure proper use of the HOME funds by the SUBRECIPIENT or CHI)O. 6. The MEMBERS understand two types of housing organizations may use the CONSORTIUM HOME funds: a SUBRECIPIENT, or a CHDO: A SUBRECIPIENT is a housing organization designated by the MEMBER, by resolution, to implement housing activities using HOME CONSORTIUM funds. A CHDO is a non-profit housing organization which has met federal guidelines to manage, own, or otherwise control a housing activity other than home owner rehabilitation and thereby qualifies for a 8 portion of the HOME funds designated by federal law as a minimum 15% of the total allocation to the CONSORTIUM. CHDO designation may be by the COMMISSION or by the Virginia Department of Housing and Community Development. Responsibilities of Thomas Jefferson Planning District 1. The Thomas Jefferson Planning District Commission staff will act in accordance with a contract with the City of Charlottesville, as LEAD AGENCY, for administration of the program and report progress to MEMBERS on a quarterly basis. 2. The COMMISSION staff will prepare the regional portion of the annual Consolidated Plan, the annual report, and other such documents which are, from time to time, required by the MEMBERS or the federal government. The Annual Report and the Consolidated Plan will be presented to the MEMBERS at a regular meeting of their governing body. The Consolidated Plan is subject to a public hearing at the regional level, to be held by the COMMISSION, and may be, at the discretion of the local governing body, subject to a public hearing at the local level. Allocation of Funds 1. Funds available annually to the CONSORTIUM, including CDHO funds in the total, under the HOME Investment Parmership Program will be available on an equal basis to each MEMBER for eighteen (18) months after funds are made available to the CONSORTIUM by the United States Department of Housing and Urban Development (HUD); 2. After eighteen months, funds not committed will be made available to any SUBRECIPIENT on a first come, first served basis or based on a priority system developed by the COMMISSION and agreed to by all MEMBERS; 3. Each MEMBER unit of local government will, by resolution, name a SUBRECIPIENT to carry out housing activities outlined in the Consolidated Plan within the locality which are funded with HOME program funds (as differentiated from HOME CHDO funds). The SUBRECIPIENT will enter into a contract with the COMMISSION to insure proper implementation and management of the HOME program and funds. Contract Period: 1. The term of this Agreement shall cover a period of three (3) years beginning October I, 2001 and ending September 30, 2004. The terms of this Agreement will be automatically renewed for participation in successive three-year qualification periods and the LEAD AGENCY will notify each MEMBER in writing of its right not to participate for the successive three-year qualification period. It is understood that non- participation by any one MEMBER may have the effect of discontinuing the CONSORTIUM, and the forfeiture of future federal funding under the HOME Investment Parmership Program for all MEMBERS. The CONSORTIUM wilt adopt any amendment to the AGREEMENT incorporating changes necessary to meet the requirements for cooperation agreements set forth in a Consortia Qualification Notice applicable for a subsequent three-year consortia qualification period, and will submit the amendment to HUD as specified in the Consortia Qualification Notice for that period. Failure to do so will automatically void the automatic renewal of the AGREEMENT; 2. The original AGREEMENT began effective October 1, 1992 and MEMBERS are on the same program year for the CDBG and HOME programs, which begins July 1 and ends June 30; 3. The contract may be amended to provide for a change in the managing body or the funding formula or any other component, provided such a request for change is submitted to the COMMISSION at least ninety (90) days before the beginning of the fiscal year (July 1). The COMMISSION will consider the request and communicate with each MEMBER regarding the request to develop consensus to the change requested. Administrative Capability The MEMBERS of the CONSORTIUM further assert that there is sufficient authority and administrative capability to carry out the purposes of the HOME Investment Partnership Program including but not limited to the following agencies as affirmatively furthering fair housing: · The Albemarle Housing Improvement Corporation, serving Albemarle County; · The Charlottesville Redevelopment and Housing Authority, serving the City of Charlottesville; · The Fluvanna Housing Foundation, serving Fluvarma County; · The Skyline Community Action Program, serving Greene County; · The Louisa County Housing Foundation, serving Louisa County; · The Nelson County Community Development Foundation, serving Nelson County; and · The Piedmont Housing Alliance, serving all six MEMBERS of the CONSORTIUM. Attachment A Albemarle County City of Charlottesville Fluvatma County Greene County Louisa County Nelson County Consortium Membership for FY 2001 Attachment B Consortium Members Due to Requalify in FY 2001 Albemarle County City of Charlottesville (Receives CDBG Funds) Fluvanna County Greene County Louisa County Nelson County 10 Attachment E (Purchase of Eric Frost property) Waiting to receive it from Coun [y Attorney's office. 11 Attachment F Crown Orchard agreement (Waiting to receive it from County Attorney's office) Attachment G RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $20,330,000 GENERAL OBLIGATION SCHOOL BONDS, SERIES 200lA, OF THE COUNTY OF ALBEMARLE, VIRGINIA, TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF. WHEREAS, the Board of Supervisors (the "Board") of the County of Albemarle, Virginia (the "County"), has determined that it is necessary and expedient to borrow an amount not m exceed $20,330,000 and to issue its general obligation school bonds for the purpose of £mancing certain projects for school purposes (the "Project"); WHEREAS, the County held a public hearing, duly noticed, on September 19, 2001, on the issuance of the Bonds (as hereinafter def'med) in accordance with the requirements of Section 15.2-2606, Code of Virginia 1950, as amended; and WHEREAS, the School Board has, by resolution, requested the Board to authorize the issuance of the Bonds and consented to the issuance of the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ALBEMARLE, VIRGINIA: 1. Authorization of Bonds and Use of Proceed~ The Board hereby determines that it is advisable to contract a debt and issue and sell its general obligation school bonds in an aggregate principal amount not to exceed 520,330,000 (the "Bonds")to £mance the Project. The Board hereby authorizes the issuance and sale of the Bonds in the form and upon the terms established pursuant to this Resolution. 2. Sale of the Bonds. It is determined to be in the best interest of the County to accept the offer of the Virginia Public School Authority (the "VPSA") to purchase from the County, and to sell to the VPSA, the Bonds at a price, determined by the VPSA to be fair and accepted by the County Executive, that is not less than 98% of par and not more than 103% of par upon the terms established pursuant to this Resolution. The County Executive and such officer or officers of the County as the County Executive may designate are hereby authorized and directed to enter into a Bond Sale Agreement dated as of October 9, 2001, with the VPSA providing for the sale of the Bonds to the VPSA in substantially the form submitted to the Board at this meeting, which form is hereby approved (the "Bond Sale Agreement"). 3. Details of the Bonds. The Bonds shall be dated the date of issuance and delivery of the Bonds; shall be designated "General Obligation School Bonds, Series 200 lA"; shall bear interest from the date of delivery thereof payable semi-annually on each January 15 and July 15 beginning July 15, 2002 (each an "Interest Payment Date"), at the rates established in accordance with Section 4 of this Resolution; and shall mature on July 15 in the years (each a "Principal Payment Date") and in the amounts set forth on Schedule I attached hereto (the "Principal Installments"), subject to the provisions of Section 4 of this Resolution. 4. Interest Rates and Principal Installments. The County Executive is hereby authorized and directed to accept the interest rates on the Bonds established by the VPSA, provided that each interest rate shall be ten one-hundredths of one percent (0.10%) over the interest rate to be paid by the VPSA for the corresponding principal payment date of the bonds to be issued by the VPSA (the "VPSA Bonds"}, a portion of the proceeds of which will be used to purchase the Bonds, and provided further that the true interest cost of the Bonds does not exceed six and sixty one-hundredths percent (6.60%) per annum. The Interest Payment Dates and the Principal Installments are subject to change at the request of the VPSA. The County Executive is hereby authorized and directed to accept changes in the Interest Payment Dates and the Principal Installments at the request of the VPSA, provided that the aggregate principal amount of the Bonds shall not exceed the amount authorized by this Resolution and provided further that the f'mal Principal Installment is not later than 25 years from the date of issue. The execution and delivery of the Bonds as described in Section 8 hereof shall conclusively evidence such interest rates 13 established by the VPSA and Interest Payment Dates and the Principal Installments requested by the VPSA as having been so accepted as authorized by this Resolution. 5. Form of the Bonds. The Bonds shall be initially in the form of a single, temporary typewritten bond substantially in the form attached hereto as Exhibit A. Bonds: Payment; Paying Agent and Bond Registrar. The following provisions shall apply to the (a) For as long as the VPSA is the registered owner of the Bonds, all payments of principal, premium, if any, and interest on the Bonds shall be made in immediately available funds to the VPSA at, or before 11:00 a.m. on the applicable Interest Payment Date, Principal Payment Date or date fixed for prepayment or redemption, or if such date is not a business day for Virginia banks or for the Commonwealth of Virginia, then at or before 11:00 a.m. on the business day next preceding such Interest Payment Date, Principal Payment Date or date fixed for prepayment or redemption. (b) All overdue paymems of principal and, to the extent permitted by law, interest shall bear interest at the applicable interest rate or rates on the Bonds. (c) SunTrust Bank, Richmond, Virginia, is designated as bond registrar and paying agent (the "Bond Registrar") for the Bonds. The County may, in its sole discretion, replace at any time the Bond Registrar with another qualified bank or trust company as successor Bond Registrar. 7. Prepayment or Redemption. The Principal Installments of the Bonds held by the VPSA coming due on or before July 15, 2011, and the definitive Bonds for which the Bonds held by the VPSA may be exchanged that mature on or before July 15, 2011, are not subject to prepayment or redemption prior to their stated maturities. The Principal Installmems of the Bonds held by the VPSA coming due after July 15, 2011, and the definitive bonds for which the Bonds held by the VPSA may be exchanged that mature after July 15, 2011, are subject to prepaymem or redemption at the option of the County prior to their stated maturities in whole or in part, on any date on or after July 15, 20 t 1, upon payment of the prepayment or redemption prices (expressed as percentages of Principal Installments to be prepaid or the principal amount of the Bonds to be redeemed) set forth below plus accrued interest to the date set for prepayment or redemption: Dates Prices July 15, 2011, through July 14, 2012 July 15, 20t2, through July 14, 2013 July 15, 2013, and thereafter 102% 101 100 Provided, however, that the Bonds shall not be subject to prepayment or redemption prior to their stated maturities as described above without first obtaining the written consent of the registered owner of the Bonds. Notice of any such prepayment or redemption shall be given by the Bond Registrar to the registered owner by registered mail not more than ninety (90) and not less than sixty (60) days before the date frxed for prepayment or redemption. 8. Execution of the Bonds. The Chairman or Vice Chairman, either of whom may act, and the Clerk or any Deputy Clerk, any of whom may act, are authorized and directed to execute and deliver the Bonds and to affix the seal of the County thereto, 9. Pledge of Full Faith and Credit. For the prompt payment of the principal of and premium, if any, and the interest on the Bonds as the same shall become due, the full faith and credit of the County are hereby irrevocably pledged, and in each year while any of the Bonds shall be outstanding there shall be levied and collected in accordance with law an annual ad valorem tax upon all taxable property in the County subject to local taxation sufficient in amount to provide for the payment of the principal of and premium, if any, and the interest on the Bonds as such principal, premium, if any, and interest shall become due, which tax shall be without limitation as to 14 rate or amount and in addition to all other taxes authorized to be levied in the County to the extent other funds of the County are not lawfully available and appropriated for such purpose. 10. Use of Proceeds Certificate and Certificate as to Arbitrage. The Chairman of the Board, the County Executive and such officer or officers of the County as either may designate, any of whom may act, are hereby authorized and directed to execute a Certificate as to Arbitrage and a Use of Proceeds Certificate each setting forth the expected use and investment of the proceeds of the Bonds and containing such covenants as may be necessary in order to show compliance with the provisions of the Internal Revenue Code of 1986, as amended (the "Code,), and applicable regulations relating to the exclusion from gross income of interest on the Bonds and on the VPSA Bonds. The Board covenants on behalf of the County that (i) the proceeds from the issuance and sale of the Bonds will be invested and expended as set forth in such Certificate as to Arbitrage and such Use of Proceeds Certificate and that the County shall comply with the other covenants and representations contained therein and (ii) the County shall comply with the provisions of the Code so that interest on the Bonds and on the VPSA Bonds will remain excludable from gross income for Federal income tax purposes. 11. State Non-Arbitrage Program; Proceeds Agreement. The Board hereby determines that it is in the best interests of the County to authorize and direct the County Director of Finance to participate in the State Non-Arbitrage Program in connection with the Bonds. The Chairman of the Board, the County Executive and such officer or officers of the County as either may designate, any of whom may act, are hereby authorized and directed to execute and deliver a Proceeds Agreement with respect to the deposit and investment of proceeds of the Bonds by and among the County, the other participants in the sale of the VPSA Bonds, the VPSA, the investment manager and the depository, substantially in the form submitted to the Board at this meeting, which form is hereby approved. 12. Continuing Disclosure Agreement. The Chairman of the Board, the County Executive and such officer or officers of the County as either may designate, any of whom may act, are hereby authorized and directed to execute a Continuing Disclosure Agreement, as set forth in Appendix F to the Bond Sale Agreement, setting forth the reports and notices to be filed by the County and containing such covenants as may be necessary in order to show compliance with the provisions of the Securities and Exchange Commission Rule 15c2-12 and directed to make all filings required by Section 3 of the Bond Sale Agreement should the County be determined by the VPSA to be a MOP (as defined in the Continuing Disclosure Agreement). 13. Filing of Resolution. The appropriate officers or agents of the County are hereby authorized and directed to cause a certified copy of this Resolution to be filed with the Circuit Court of the County. 14. Further Actions. The members of the Board and all officers, employees and agents of the County are hereby authorized to take such action as they or any one of them may consider necessary or desirable in connection with the issuance and sale of the Bonds and any such action previously taken is hereby ratified and confmned. 15. Effective Date. This Resolution shall take effect immediately. The undersigned Clerk of the Board of Supervisors of the County of Albemarle, Virginia, hereby certifies that the foregoing constitutes a true and correct extract from the minutes of a meeting of the Board of Supervisors held on September 19, 2001, and of the whole thereof so far as applicable to the matters referred to in such extract. I hereby further certify that such meeting was a regularly scheduled meeting and that, during the consideration of the foregoing resolution, a quorum was present. Members present at the meeting were: Mr. Lindsay G. Dorrier, Jr.; Ms. Charlotte Y. Humphris; Mr. Walter F. Perkins; and Ms. Sally H. Thomas. Members absent from the meeting were: Mr. David P. Bowerman and Mr. Charles S. Martin. Members voting in favor of the foregoing resolution were: Mr. Lindsay G. Dorrier, Jr.; Ms. Charlotte Y. Humphris; Mr. Walter F. Perkins; and Ms. Sally H. Thomas. Members voting against the foregoing resolution were: (none). Members abstaining from voting on the foregoing resolution were: (none). WITNESS MY HAND and the seal of the Board of Supervisors of the County of Albemarle, Virginia, this 19~ day of September, 2001. 16 David P. Bowerman Lindsay G. Donier, Jr. Charlott~ ¥. Humphris Jack Joue~t COUNTY OF ALBEMARLE Office of Board of Supe~sors 401 Mclntire Road Charlottesville, Virginia 22902-4596 (804) 296-5843 FAX (804} 296-5800 Charles S. Martin Walter E Perkins Sally H. Thomas Samuel Miller September 20, 2001 Ms. Lang Murray Pi'edmont Council of the Arts P.O. Box 2426 Charlottesville, VA 22902-2426 Dear Ms. Murray: Thank you for attending the Board of Supervisors meeting last night, and for distributing copies of the 2001-2002 Arts Education & Cultural Resource Directory. We are fortunate to have so many talented artists in our community! Sincerely, Sally H. Thomas Chairman Printed on recycled paper building community in the arts The Arts Education & Cultural Resource Directory PO Box 2426 Charlottesville. 22902-2426 Piedmont Council of the Arts is pleased to present this copy of the neW 2001-02 Arts Education and Cultural Resource Directory. This resource was designed to be used by pre-kindergarten through secondary school educators and parent/teacher organizations, community service agencies and non-profit organizations which work with young people or offer public events appropriate for children, young adults or families. Over 120 artists and arts and cultural organizations in Charlottesville, Albemarle County and the surrounding region and state are included. Their offerings focus on the following opportunities for participants: · audience.members for performances and art exhibits · creative oppommities in all arts disciplines · study and mastery for students in all arts disciplines · use of the arts to explore current issues affecting lives of young people · enhanced learning oppommities for all students and alternative learning methods for students with special needs · support for the'related core curriculum subjects of the Virginia Standards of Learning Piedmont Council of the Arts acknowledges its great appreciation to The GE Fund and GE Fanuc Automation for underwriting this directory. Since 1994 GE has funded ongoing PCA education projects that have had a significant impact on this region. This partnership with concerned business provides critical support for the arts and cultural community to provide youth with the unique ways of learning in and through the arts that are vital to their intellectual and personal growth. We hope that you will find many uses for this directory and that its resources will enrich the lives of those in our region. The arts del=me our civilization and the fast growing arts and cultural environment in Central Virginia is a major asset. Piedmont Council of the Arts is dedicated to serving as the catalyst for advancing the thriving presence of the arts to enhance the quality of life in our regiort Please join with us in fulfilling our mission. VA Office 804-971-ARTS Fax 804-971-9199 ArtsLine 804-980-3366 Email: pca@cstone.net David P. Bowerman Rio Lind~a~' G. Do.er, Jr. Charloffe Y. Humphfi$ Jack Jouett COUNTY OF ALBEMARI F Office of Bo~d of Su~viso~ 401 Mdntire Road Charlottesville, Virginia 22902-4596 (804} 296-5843 FAX {804) 296-5800 September 24, 2001 Charles S. Martin Rivanna Walter E Perkins Wh~ H~I Sally H. Thomas Samuel Miller Captain Dayton Haugh Charlottesville/Albemarle Rescue Squad PO Box 160 Charlottesville, VA 22902 Dear Dayton: On behalf of the Board of Supervisors and Albemarle County local government I would like to apologize for an unintended but very significant oversight which occurred last week when the Board issued a proclamation thanking our community's emergency service workers for their dedication to our citizens and specifically to recognize the amazing results of the "boot" drive for the New York Firefighters Relief Fund. During the process of several people compiling names in a rush to have the proclamation ready for our signature that evening, the final document omitted two very important organizations, including the Charlottesville/Albemarle RescUe Squad. There is no adequate excuse for such an omission, so I am hoping that you will accept our very sincere apologies along with a rewritten copy of the resolution which correctly includes your organization among the emergency service agencies that are so critical and valuable to the well- being of our community. We are so grateful for your continued compassionate and dedicated care of our Citizens. Sincerely, LPC/ 01.007 CC; Victoria Joyce Robbie Hamilton Sally H. Thomas Chairman, County Board of Supervisors Printed on reclJcled paper David P. Bowennan ~.o Lindsay G. Don~, Jr. Charlotte Y. Humphris Jack Joue~ COUNTY OF ALBEMARLE Office of Board of Supervisors 401 Mclntire Road Charlottesville, Vir~nia 22902-4596 (804) 296-5843 FAX (804} 296-5800 September 24~ 2001 Charles S. Martin Walter E Perkins Sally H. Thomas Captain Mike Johnson Scottsville Rescue Squad PO Box 33 Scottsville, VA 24590 Dear Mike: On behalf of the Board of Supervisors and Albemarle County local government I would like to apologize for an unintended but very significant oversight which occurred last week when the Board issued a proclamation thanking our community's emergency service workers for their dedication to our citizens and specifically to recognize the amazing results of the "boot" drive for the New York Firefighters Relief Fund. During the process of several people compiling names in a rush to have the proclamation ready for our signature that evening, the final document omitted two very important organizations, including the Scottsville Rescue Squad. There is no adequate excuse for such an omission, so I am hoping that you will accept our very sincere apologies along with a rewritten copy of the resolution which correctly includes your organization among the emergency service agencies that are so critical and valuable to the well- being of our community. We are so grateful for your continued compassionate and dedicated care of our citizens. Sincerely, LPC/ 01.007 Sally H. Thomas Chairman, County Board of Supervisors Printed on recycled paper RESOLUTION WHEREAS, on September l l, 2001 the United States ora merica suffered a national tragedy due to terrorist attacks upon America in New York City and Washington, D.C.; and WHEREAS, the casualties, human suffering, and lost lives from the terrorist attacks have been great and have tested the faith, the endurance, and the good will of all Americans; and WHEREAS, the firefighters of America have risen to the tremendous challenge placed upon them by the terrorist attacks upon America; and WHEREAS, many of the firefighters willingly risked and gave their lives in order to rescue their J~llow citizens; and WHEREAS, these unsung heroes left many grwvmg families behind as they put the lives of others ahead of their own: and WHEREAS, the career and volunteer firefighters and rescue squadsmen of the City of Charlottesville and Albemarle County, Virginia, on September 13, 2001, initiated a fundraising "boot" drive ,for the families offallen firefighters in New York City; and WHEREAS, the career and volunteer firefighters and rescue squadsmen of the City of Charlottesville and Albemarle County, Virginia, on September 13, 2001, have successfully raised $235,000 in ./bur days for the families of their fallen comrades in New York City; and WHEREAS, the efforts of our local firefighters and rescue squadsmen are deserving of our great support and appreciation; NOW THEREFORE BE IT RESOLVED, that the Board of Supervisors of Albemarle County, Virginia, hereby recognizes and expresses its heartfelt appreciation for the efforts of so J:&w for the benefit of so many; AND FURTHER RESOLVED, that the men and women of the followingfire and rescue units are to be commended for their outstanding work in raising funds for the families of their fallen comrades: Albemarle County Fire/Rescue Albemarle Professional Firefighters Association Charlottesville Albemarle Rescue Squad Charlottesville Professional Firefighters Association City of Charlottesville Fire Department Crozet Volunteer Fire Department Earlysville Volunteer Fire Department East Rivanna Volunteer Fire Company North Garden Volunteer Fire Company Scottsville Rescue Squad Scottsville Volunteer Fire Department Seminole Trail Volunteer Fire Department Stony Point Volunteer Fire Company Western Albemarle Volunteer Rescue Squad AND RESOLVED, that the Clerk of the Board of Supervisors prepare a copy of this resolution.For each of the organizations listed above. Adopted this 19~ day of September. 2001 by a unanimous vote of the Albemarle County Board of Supervisors. CHAIRMAN COUNTY OF ALBEMARLE EXECUTIVE SUMMARY 09-12-01 P04:~ tN AGENDA TITLE: Redfields ZMA 01-01 SUBJECT/PROPOSAL/REQUEST: The applicant, The Redfields Development Corporation, through its agent, The Cox Company, is requesting a rezoning for Tax Map 76 Parcels 22B and 22D and Tax Map 76R1-1. If approved, the rezoning would do the following: (1) It would incorporate the -Bowen Tract, Tax Map 76 Parcels 22B and 22D, into the Redfields Development. These two parcels total 9.4 acres and are currently zoned Residential R-1. The inclusion of the BOWen Tract will allow for approximately 14 new dwelling units in Redfields. ,It will also alleviate a conflict between Mr. Bowen s access easement and proposed lots in Phase 4B. (2) It would convert the previously reserved open space in Phase 4 to allow for an additional 6 large lots. STAFF CONTACT(S): Mr. Barnes; Mr. Cilimberg AGENDA DATE: September 19, 2001 ACTION: CONSENT AGENDA: ACTION: ITEM NUMBERS: ' INFORMATION: Yes INFORMATION: ATTACHMENTS: Yes · Revised Application Plan · Revised Proffers REVIEWED BY: BACKGROUND: At the August 8th Board of Supervisors meeting, the applicant agreed to drop Lots 117-120 from the Redfields rezoning (ZMA 01-01 ) Application Plan. The applicant also agreed to provide a fifty (50) foot easement for the possibility of a connector road between Cedarwood Court and Teal Lane. The Board deferred action until the applicant could demonstrate these two items on a revised Application Plan. DISCUSSION: The revised Application Plan, dated August 21,2001, is attached (See Attachments A & B). The plan shows the removal of lots which were closest to the Sherwood Farms development (Lots 177-120). The Application Plan was also redesigned to allow for the extension of Cedarwood Court to Teel Lane. The Plan has a note identifying the area under reservation for the potential road extension. Finally, the applican~ has provided an additional proffer, Proffer 11 (See Attachment C). This proffer obligates the developer to dedicate, upon demand, a fifty foot right of way to the County for the purposes of the connector road. This should ensure that the necessary right of way is in place, when and if, the County decides to construct the connector road. These commitments should meet the Board's expectations set at the August 8th meeting. RECOMMENDATION: Staff recommends approval the Redfields Phase 4B rezoning (ZMA 01-01) and the attached proffers as submitted. ATTACHMENT A On ~i~ ~rmw~er Mana~emen~ / Private Driveway 20 ft Joim Access 50' Resewea Row for PotentiaJ Road I to Teel Lane -- 67 t20. Open 9O of Larde Lot Former Open Area t. Addi~/on Co Genera/ ~eveto?men~ Plan ~or Horn. O~n~r'$ ~q.qoe... Irml Redfields PP.D Amendment: ]~-ide~tfal Lot Deuelopment Sumrna~j (April 20, 200I, reOised Aug~tst 21, 20{)1) 2 _) 'x / <. 'x.x ) \ \ .J ATTACHMENT B ?HA~E 4 0~- 70 4.00 09/12/200i 88:27 14342957548 COX.CO. & K.H.& A. ATTACHMENT C PROFFER FORM Original Proffer J, tme 20, 200 Amended P~roffer Sevtemb~ (Amendment # Date: .September J[0, 2001 ZMA 2001-0.1 Tax Map and Parcel Number(s) .7.6-22B, 76:2_.2D and 76Rl_PameI.. 1 9.4 Acres to be rezoned from R-I to PRD Pursuant to Section 33.3 of the Albemarle County Zoning Ordinance, the owner, or its duly authorized agent, hereby voluntarily proffers the conditions listed below wkich shall be applied to the property, if rezoned. These conditions are proffered as a part of the requested rezoning and it is agreed that: (1) the rezoning itself gives rise to the need for the conditions; and (2) such conditions have a reasonable relation to the rezoning request. TAX MAP PARCELS 76-22B, 76-22D and 76RI Parcel I 72.7 Acres Overall development shall be in general accord with the Application Plan first approved under ZMA 89-t 8, as mended by subsequent rezoning actions. The Application Plan entitled Redfields, prepared by The Cox Company, submitted January I6, 2001, last revised August 21,200~ t ppncatmn Plan") submitted with these proffers reflects layout of the Redfields PRD as of the date of these proffers, except the area delineated w~tJairi the Pha~es 4A and 4B on the Application Plan, also referred to as the "Site". Development within ~he 72.7 acre site, identified as Phases 4A and 4B, shall be in general accord with the Application Plan. 3. The maximum allowable residential units in the Redfields PRD shall be I/mited to 656. 4. Appticmat will limit total development on the Site to 125 residential traits. 5. The applicant shall provide a five (5) foot wide asphalt footpath in the right-of-way along Redf/elds Road between Ha3a-ake Lane and Courtyard Drive. The alignment of this footpath shall be subject to VDOT and Albemarle County Service Authority approvalsl This footpath shall be Provided before or during the construction of Redfields Phase 4B. 1 4 09/12/2001 08:27 14342957540 OOX GO. & K,H,& A, PAGE o 10. The 30% open space estabhshed under ZMA 89-I8, as amended by subsequent rezonmg actions shall remain in effect for the entire Redfields PPD. Open space on the Apphcation Plan for ZMA 01-001 shall be not less than approximately 27 acres of the 72.7 acres. Disturbance of open space shall be limited to installation of trails, stormwater facilities, utilities, and private roads as shown generally on the Application Plan. The Applicant shall make every effort to min/mize disturbance of critical slopes in the installation of these features. The Applicant shall retain the right to request additional disturbance of open space in accordance with Section 4.7 of the Albemarle County Zoning Ordinance. Pedestrian trails shall be constructed in the locations as shown generally on the Application Plan. The Applicant shall rough grade these trails during the public improvements for Phase 4B to the standards of a Class A trail, as indicated in the County's Comprehensive Plan. Upon demand of the County, the trail running parallel to the Norfolk and Southern Railroad and labeled "Proposed HOA and County Greenbelt Connector Trail" shall be reserved for dedication for public use on the final plat for phase 4B~ This "Proposed HOA and County Greenbelt Connector Trail" shall be fifty (50) feet wide where possible and shall include the road on the Redfields Property running between Old Route 29 and the box culvert, which currently passes under the Norfolk and Southern Railroad. Development standards for yards, private road improvements, and shared driveways shall be as shown on the Application Plan or as modified in proffer #10. Each lot shall comply with current building site provisions. No driveway shall encroach more than. 50 lineal feet on slopes of 25% or greater. Zero lot line setbacks may be applied m Phases 4A and 4B as follows: a. All such structures for which separation and/or side yards are reduced shall be constructed in accordance With the current edition of the Virginia Uniform Statewide Building Code; b. In the case of yard reduction, the Albemarle County Fire Official may requ/re such guarantee as deemed necessary to ensure compliance with the provisions of th/s proffer, inclusive of~ but not limited to, deed restriction disclosures, and other such instruments and the recordation of the same in the office of the Clerk of the Circuit Court of the County; c. No Structures shall encroach on any emergency access way as may be required by the Albemarle County Fire Official; d. No structures shall encroach on any utility, drainage or other easement, nor an.y feature required by the Zoning Ordinance; e. The wall of a dwelling unit located within 3 feet of the lot line shall have no windows, doors, or any other type of openings unless permitted by the Virg/nia Uniform Statewide Building Code; f. At the sole d~scretion of the applicant, front setbacks may be reduced to i0'. 09/12/2001 08:27 14342957540 COX CO. & K.H.& ~. P~C-~ 04 11. As necessary in a particular ease, a perpetual wall maintenance easement shall be provided on the lot adjacent to the zero lot line property such that, with the exception of fences, a total width between dwelling units of six feet shall be kept clear of al/ structures. This easement shall be shown of the final plat and incorporated in each deed transfermg title to the property. Roof overhangs may penetrate the easement on the adjacent lot a maximum of twenty-four (24) inches, but the roof shall be so designed that water runoff from the dwelling placed on the lot line is limited to the lot of the dwelling of the easement area. Building footings may penetrate the easement on the adjacent lot a maximum of eight (8) inches. Upon request of Albemarle County, Virg/a-da, for the purpose of the connection of Cedarwood Court to Teel lame, the Owner shall dedicate to the County a right-of-way consisting of a strip of land at a width deemed necessary by the County, but not to exceed fifty (50) feet in width within the area designated at the end of Cedarwood Court on the Application Plan dated August 21, 2001 prepared by The Cox Company. The Owner shall place in the deeds from Red;fields Development Corporation conveying lots in Redfields Phase 4A and 4B as shown on the Application Plan the following language: "Notice: Cedarwood Court may in the furore connect to Teel Lane." If the County does not request that the land be dedicated within twenty-five years after the date these proffers are accepted or if the land is dedicated but at any time thereafter the County determines not to use it for public right-of-way purposes, the !and shall be Open Space. OR Signatare of Attorney-in;Fact (Attach Proper Power of Attorney) Printed Name of Attorney-in-Fact 6 COUNTY OF ALBEMARLE EXECUTIVE SUMMARY AGENDA TITLE: Thomas Jefferson HOME Consartium SUBJECT/PROPOSAL/REQUEST: Resolution to participate as member of HOME Consortium and approval for County Executive to sign Cooperation Agreement STAFF CONTACT(S): Tucker, Roxanne White, Ron White BACKGROUND: AGENDA DATE: September 19, 2001 ACTION: CONSENT AGENDA: ITEM NUMBER: INFORMATION: ACTION: X INFORMATION: ATTACHMENTS: Resolution and C~Q~eca~'Tb-~greement REVIEWED BY.'~.~/~"'~' The U.S. Department of Housing and Urban Development (HUD) annually provides funding under the HOME Investment Partnership Program to units of state and local government through formula allocations. Only the larger jurisdictions receive funding under the established formulas. HUD does, however, allow smaller localities to form a consortium in order to receive an allocation of HOME funds. Albemarle County has participated as a member of the Thomas Jefferson HOME Consortium (six jurisdictions of the Planning District) since 1992 sharing in approximately $6.5 million in HOME funds to support affordable housing initiatives in the region. The current agreement expires September 30, 2001. DISCUSSION: Since 1998, approximately $275,000 has been used in Albemarle to assist in the rehabilitation of 22 homes, provide mortgage assistance to four families, and to support property acquisition for the development of affordable rental housing. The current year allocation of $104,500 is projected to rehabilitate 7 homes, assist 3 homebuyers, and support development of four rental units. Albemarle Housing Improvement Program (AHIP) has been the County's designated subrecipient for the purpose of implementing housing initiatives with the HOME funds. AHIP is also a certified Community Development Housing Organization (CHDO) and, as such, has access to a fifteen percent (15%) set-aside of HOME funds for CHDO development activity. Each of the six jurisdictions in the Consortium will execute a Cooperation Agreement. The attached copy of the Cooperation Agreement, referred to in the resolution, includes strikeovers removing language found in the existing agreement and bold type denoting insertion of new language. These changes are a result of changes in regulations by HUD applicable to the consortium. The changes are outlined as follows: 1. HUD now requires participation in a consortium for three years without a 90-day notice for opt out as previously allowed; 2. At the end of three years, the participation in the consortium is automatically renewed for another three years. However, the lead agency (City of Charlottesville) will notify each member of their right not to renew for another 3-year period. 3. Upon automatic renewal, each jurisdiction agrees to amend the agreement to conform with any changes required by HUD. Failure to amend the agreement will void automatic renewal of the agreement. RECOMMENDATION: Staff recommends adoption of the attached resolution to participate in the Consortium for a three-year period and to designate Albemarle Housing Improvement Program as the subrecipient of HOME funds to be used in accordance with the Consolidated Plan and for identified priority housing needs within the County. 01.168 09-14-01 A08:42 IN RESOLUTION OF SUPPORT FOR COOPERATION AGREEMENT FOR THE THOMAS JEFFERSON HOME CONSORTIUM UNDER THE HOME INVESTMENT PARTNERSHIP PROGRAM Whereas, there exists a continuing need to provide affordable housing opportunities for Iow and moderate income citizens; and Whereas, the HOME Investment Partnership Program provides financial assistance to the members of the ThOmas Jefferson HOME Consortium in support of these affordable housing opportunities; and Whereas, the Thomas Jefferson HOME Consortium has successfully provided affordable housing opportunities for Iow and moderate income citizens since its inception in 1992; and Whereas, continued participation in the Thomas Jefferson HOME Consortium will increase affordable housing opportunities for Iow and moderate income citizens; Now, Therefore Be It Resolved, the Albemarle County Board of Supervisors does support continued participation in the Thomas Jefferson HOME Consortium and authorizes the County Executive to sign the Cooperation Agreement for the period October 1, 2001 through September 30, 2004. Be It Further Resolved, the Albemarle County Board of Supervisors designates the Albemarle Housing Improvement Program (AHIP) as the subrecipient of HOME fundS avaUable through the ConsOrtium to implement housing programs in accordance with the Consolidated Plan and to address priority housing needs within the County. I, Ella W. Carey, do hereby certify that the foregoing writing is a true, correct copy of the Resolution duly adopted by the Board of County Supervisors of Albemarle County by a vote of 4 - 0 on September 19, 2001. Clerk, B0ard~,,~upervisors DRAFF COOPERATION AGREEMENT AMONG ALBEMARLE COUNTY, CITY OF CHARLOTTESVILLE, FLUVANNA COUNTY GREENE COUNTY, LOUISA COUNTY AND NELSON COUNTY FOR DESIGNATION AS A PARTICIPATING CONSORTIUM UNDER THE HOUSING AND URBAN DEVELOPMENT HOME INVESTMENT PARTNERSHIP PROGRAM Recognizing the need to alleviate the housing problems within the region and, by virtue of the Resolutions of Support for participation in the HOME Investment Partnership Program, Albemarle County, City of Charlottesville, Fluvanna County, Greene County, Louisa County and Nelson County do hereby agree to establish the Thomas Jefferson Area Consortium (CONSORTIUM). Membership: 1. The members of the..CONSORTIUM are the governments of the. City of Charlottesville, and the Counties of Albemarle, Fluvanna, Greene, Louisa, and Nelson (MEMBERS). Responsibilities of MEMBERS: 1. The MEMBERS of the CONSORTIUM agree to cooperate to 'undertake or assist in undertaking housing assistance activities for the HOME Investment Partnership Program; 2. The MEMBERS agree to affirmatively further fair housing within the CONSORTIUM; 3. The MEMBERS of the Consortium designate the City of Charlottesville to act in a representative capacity for all members for the purposes of the HOME program (LE.4X) AGENCY) and assumes overall responsibility for ensuring that the CONSORTIUM'S HOME program is carried out in compliance with the HOME program requirements, including requirements concerning a Consolidated Plan in accordance with HUD regulations in 24 CFR Parts 92 and 91, respectively, and the requirements of 24 CFR 92.350; 4, The MEMBERS designate the Thomas Jefferson Planning District Commission (COMMISSION) to serve as the managing body for the HOME Investment Partnership Program. The COMMISSION shall be responsible for (1) the development of the regional portion of the Consolidated Plan; (2) preparation of an annual budget that assures equal sharing of funds; (3) development of rules and regulations consistent with federal rules and regulations; (4) development of program design and oversight; (5) provision of financial management, compliance oversight and general management; and HOME CONSORTIUM Cooperation Agreement (6) other such requirements which may, from time to time, be promulgated by the federal government. Policy, consistent with the terms of this agreement, is assigned to the Commission, and the administrative duties to the staff. 5. The MEMBERS further request the City of Charlottesville, acting as LEAD AGENCY, to contract with the COMMISSION for these services, to be supported with administrative funds from the annual. HOME allocation to the CONSORTIUM. The COMMISSION may, in turn, allocate a portion of the Administrative Funds to the local SUBRECIPIENTS and/or Community Housing Development Organizations (CHDOs) to insure proper use of the HOME funds by the SUBRECIPIENT or CHDO. 6. The MEMBERS understand two types of housing organizations may use the CONSORTIUM HOME funds: a SUBRECIPIENT, or a CHDO: A SUBRECIPIENT is a housing organization designated by the MEMBER, by resolution, to implement housing activities using HOME CONSORTIUM funds. A CHDO is a non-profit housing organization which has met federal guidelines to manage, own, or otherwise control a housing activity other than home owner rehabilitation and thereby qualifies for a portion of the HOME funds designated by federal law as a minimum 15% of the total allocation to the CONSORTIUM. CHDO designation may be by the COMMISSION or by the Virginia Department of-Housing and Community Development. Responsibilities of Thomas Jefferson planning District 1. The Thomas Jefferson Planning District Commission staff will act in accordance with a contract with the City of Charlottesville, as LEAD AGENCY, for administration of the program and report progress to MEMBERS on a quarterly basis. 2. The COMMISSION staff will prepare the regional portion of the annual Consolidated Plan, the annual report, and other such documents which are, from time to time, required by the MEMBERS or the federal government. The Annual Report and the Consolidated Plan will be presented to the MEMBERS at a regular meeting of their governing body. The Consolidated Plan is subject to a public hearing at the regional level, to be held by the COMMISSION, and may be, at the discretion of the local governing body, subject to a public hearing at the local level. Allocation of Funds 1. Funds available annually to the CONSORTIUM, including CDHO funds in the total, under the HOME Investment Partnership Program will be available on an equal basis to each MEMBER for eighteen (I8) months after funds are made available to the CONSORTIUM by the United States Department of Housing and Urban Development (HUD); HOME CONSORTIUM Cooperation Agreement 2. After eighteen months, funds not committed will be made available to any SUBRECIPI:ENT on a first come, first served basis or based on a priority system developed by the COMMISSION and agreed to by all MEMBERS; 3. Each MEMBER unit of local government will, by resolution, name a SUBRECIPIENT to carry out housing activities outlined in the Consolidated Plan within the locality which are funded with HOME program funds (as differentiated from HOME CHDO funds). The SUBRECIPIENT will enter into a contract with the COMMISSION to insure proper implementation and management of the HOME program and funds. Contract Period: The term of this Agreement shall cover a period of three (3) years beginning October 1, 2001 and ending September 30, 2004. The terms of this Agreement will be automatically renewed for participation in successive three-year qualification periods and the 'LEAD AGENCY will notify each MEMBER in writing of its right not to participate for the successive three-year qualification period. It is underStood that non-participation by any one MEMBER may have the effect of discontinuing the CONSORTIUM, and the forfeiture of future federal funding under the HOME Investment Partnership Program for all MEMBERS. The CONSORTIUM will adopt any amendment to the AGREEMENT incorporating changes necessary to meet the requirements for cooperation agreements set forth in a Consortia Qualification Notice applicable for a subsequent three-year consortia, qualification period, and will submit the amendment to HUD as specified in the Consortia Qualification Notice for that period. Failure to do so will automatically void the automatic renewal of the 2.'The original AGREEMENT began effective October 1, 1992 and MEMBERS are on the same program year for the CDBG and HOME programs, which begins July 1 and ends june 30; 3. The contract may be amended to provide for a change in the managing body or the funding formula or any other component, provided such a request for change is submitted to the COMMISSION at least ninety (90) days before the beginning of the fiscal year (July 1). The COMMISSION will consider the request and communicate with each MEMBER regarding the request to develop consensus to the change requested. HOME CONSORTIUM Cooperation Agreement 3 Administrative Capability The MEMBERS of the CONSORTIUM further assert that there is sufficient authority and administrative capability to carry out the purposes of the HOME Investment Partnership Program including but not limited to the following agencies as affirmatively furthering fair housing: · The Albemarle Housing Improvement Corporation, serving Albemarle County; · The Charlottesville Redevelopment and Housing Authority, serving the City of Charlottesville; · The Fluvanna Housing Foundation, serving Fluvanna County; · The Skyline Community Action Program, serving Greene County; · The Louisa County Housing Foundation, serving Louisa County; · The Nelson County Community Development Foundation, serving Nelson County; and · The Piedmont Housing Alliance, serving all-six MEMBERS of the CONSORTIUM. Albemarle County Greene County City of Charlottesville Louisa County Fluvanna County Nelson County HOME CONSORTIUM Cooperation Agreement Attachment A Consortium Membership for FY 2001 Albemarle County City of Charlottesville Fluvanna County Greene County Louisa County Nelson County Attachment B Consortium Members Due to Requalify in FY 2001 Albemarle County City of Charlottesville (Receives CDBG Funds) Fluvanna County Greene County Louisa County Nelson County HOME CONSORTIUM Cooperation Agreement REF: Q:kHousing%IOMEk2001 Cooperation AgreementkAgreement.doc COUNTY OF ALBEMARLE EXECUTIVE SUMMARY AGENDA TITLE: Purchase of Property from Eric Frost SUBJ ECT/PROPOSAL/REQU EST: Authorize the purchase of 2-acre parcel located on Peter's Mt. in connection with the 800 MHz Public Safety Radio System STAFF CONTACT(S): Messrs. Tucker, Davis, Foley, Trank AGENDA DATE: September 19, 2001 ACTION: CONSENT AGENDA: ITEM NUMBER: INFORMATION: ACTION: X INFORMATION: ATTACHMENTS: Purc~ REVIEWED BY: / DISCUSSION: The Emergency Communications Center is in the final stages of negotiating the acquisition of the 800 MHz Public Safety Radio system. All tower sites have been acquired by lease or other agreement, with the exception of the Peter's Mt. and Carter's Mt. sites (the Carter's Mt..site is addressed in a separate executive summary). Staff has negotiated a purChase agreement with the property owner of a 2-acre parcel on Peter's Mt. that has been identified as a suitable location for the radio Communications tower and related equipment at that site. The purchase price is $90,000 and represents a fair and reasonable price for the property. Va. Code § 15.2-1800 authorizes the County to purchase the property for this purpose. In acquiring this site, the County is acting at the request and on behalf of the Emergency Communications Center and its members, including the City of Charlottesville and University of Virginia. RECOMMENDATION: Staff recommends that the Board approve the purchase of the Frost property and authorize the County Executive to execute the necessary documents to finalize the purchase. 09-t4-01 Al1:57 IN 01.173 AGREEMENT FOR PURCHASE OF REAL ESTATE THIS AGREEMENT FOR PURCHASE OF REAL ESTATE (the "Agreement") made this __. day of ., 2001 by and between ERIC FROST, in his individual capacity and as CUSTODIAN for ALISON E. FROST and ELIOT P. FROST under the Virginia Uniform Transfer to Minors' Act, as tenants in common with each owning a one-third (1/3) undivided interest (hereinafter the "Seller") and the COUNTY OF ALBEMARLE, VIRGINIA (hereinafter the "Buyer"). 1. Sale and Description of Property. In conSideration of the mutual promises contained herein, Seller agrees to sell and Buyer agrees to buy certain.real estate located in the County of Albemarle, Virginia (the "Property"), and described as follows: All that certain lot or parcel of land situated in the Rivanna Magisterial District, north of State Route 640 on Peter's Mountain and on the south side of a trip of land and right of way, 65 feet wide, containing 2.00 acres, more or less, identified as Albemarle County Tax Map Parcel 50,1D, more particularly described as Lot 6 on the plat of survey by Roger W. Ray & Associates, Inc. dated Mary 22, 1998 and recorded in the Clerk's Office of the Circuit Court of the Count~' of Albemarle in Deed Book 1712, page 662. This conveyance also includes a nonexclusive right of way and right to use a road across the aforesaid 65' wide strip of land as shown on the aforementioned survey, including the remaining portion of said road running over the lands of others to State Route 640 as reserved in a deed dated January 21, 1963, recorded in said Clerk's Office in Deed Book 386, page 142. Being the same property conveyed to Eric Frost in his individual capacity and as Custodian for Alison E. Frost and Eliot P. Frost under the Virginia Uniform Transfer to Minors Act, as tenants in common with each owning a one-third (1/3) undivided interest, by deed of gift of George J. Grotheer and Selma N. Grotheer, dated August 3, 1999, recorded in the Clerk's Office of the Circuit Court of the County of Albemarle in Deed Book 1866, page 450. 2. Purchase Price. The purchase price for the Property is Ninety Thousand Dollars ($90,000.00) and shall be paid by Buyer to Seller by cash, in the form of a certified or local cashier's check, at closing. Seller represents that the purchase price to 'be paid by Buyer represents the appraised value of the Property as determined' by a licensed real estate appraiser, and agrees to provide a copy of the appraisal at Buyer's request prior to closing. 3. Conveyance. The Seller agrees to convey the Property by appropriate deed containing general warranty of title, which title shall be good, marketable and insurable, free and clear of all liens, indebtedness, encumbrances and tenancies, and subject only to such easements, covenants and restrictions of record that do not adversely affect marketability and insurability of title, that do not adversely affect Buyer's intended uses of the Property and that are approved by Buyer prior to closing. In the event Buyer's attorney fin~-s title to be defective, and should Seller fail to remedy any defect within (sixty) 60 days of notice thereof to them, this Agreement may be declared null and void by Buyer, and all funds paid to Seller by Buyer shall be refunded. 4. Costs and Expenses. Seller shall pay Seller's recording tax applicable to the transfer of the property to the Buyer, its share of the current real estate taxes and its own attorney's fees. Buyer shall pay its own attorney's fees, its prorata share of the current year's real estate taxes when due and payable, cost of title insurance, survey, subdivision and deed preparation and all recording costs (unless exempt) other than the Seller's deed tax. Except as otherwise agreed herein, all other expenses incurred by Buyer in connection with this purchase, including without limitation title examination, insurance premiums, recording costs and fees of Buyer's attorney, shall be borne by Buyer. All taxes, assessments, interest, rent, and escrow deposits, if any, shall be prorated as of the date of Settlement and paid by Seller. Buyer agrees to pay any rollback taxation assessed against the Property. 5. Closing. Closing shall take place at the Albemarle County Attorney's Office on or before April 30, 2002 (or earlier if Buyer and Seller agree), or as soon thereafter as title can be examined, 'and papers prepared. 6. Right of Entry. Buyer, its employees, representatives, agents and assigns, shall have the right to enter upon the Property at any time prior to closing for purposes of engineering, surveying, geotechnical investigation, soil borings and other necessary site investigation, so long as such studies do not result in a change in the character or topography of the Property. Buyer agrees to .assume full responsibility for its actions or those of its employees, representatives, agents and assigns resulting from such entry, and shall pay all costs associated with sUch entry and any services obtained by it in the course of such site investigation. In addition, to the extent permitted bY law, Buyer agrees to indemnify and hold Seller harmless for all claims, liabilities or damages arising from such entry and any services performed on Buyer's behalf during the course of such entry. 7. Risk of Loss. All risk of loss or .damage to the Property by fire, windstorm, casualty or other causes are assumed by, and shall be borne by the Seller until closing. In the event of any material loss, destruction or damage to the Property by reason of fire, windstorm, casualty or other causes prior to Closing which delays Closing, Buyer shall have the right to void this Agreement. 8. Condition of Property. Seller warrants that the Property will be in substantially the same condition at Closing as it is at the time of the execution of this Agreement. 9. Construction, Benefit and Effect. This Agr, eement shall be construed in accordance with the laws of the Commonwealth of Virginia, shall be binding upon and inure to the benefit of the successors and assigns of the parties, constitutes the entire Agreement between the parties and may not be modified or changed except by written instrument executed by all the parties. 3 10. Agreement Survives Closing. It is expressly understood and agreed by' Buyer and Seller that time is of the essence of this Agreement, and that all agreements, promises, stipulations and representations contained herein shall survive closing and shall bind the heirs, executors, administrators, agents, successors and assigns of the parties hereto. 11. Purchase Contingencies. This Agreement is subject to approval by the Board of Supervisors of the County of Albemarle, Virginia. In addition, this Agreement is subject to County approval of a special use permit, approval by the Virginia Department of Historic Resources and approval by the Federal Communications Commission ~'f a license to operate an 800MHz radio communications tower and related facilities at the Property. Buyer reserves the right to waive any or all of these contingencies, with the exception of approval by the Board of Supervisors. ' In the event that Buyer is unable to secure any or all of the approvals noted above, Buyer shall notify Seller in writing and this Agreement shall be deemed cancelled, and of no effect. In the event of cancellation, Seller shall refund the Purchase Price under section 2 of this Agreement in,full within ten (10) calendar days after receipt of written notice by Buyer. IN WITNESS WHEREOF, the parties have signed this Agreement as of the day first above written. SELLER: ERIC FROST ERIC FROS4F AS CUSTODIAN FOR ALISON E. FROST ERIC FROST AS CUSTODIAN FOR ELIOT P. FROST BUYER: Approval as to form:~ COUNTY OF ALBEMARLE, VIRGINIA By: ROBERT W. TUCKER, JR. COUNTY EXECUTIVE County Attomey's Office STATE/DISTRICT OF. CITY/COUNTY OF , to-wit: The foregoing instrument was acknowledged this __ day of ,2001 by Eric Frost in his individual capacity and in his capacity as Custodian for Alison E. Frost and Eliot P. Frost under the Virginia Uniform Transfer to Minor Act, Seller. My commission expires: COMMONWEALTH OF VIRGINIA CITY OF CHARLOTTESVILLE, to-wit: The foregoing instrument was acknowledged this __ Notary Public . day of ,2001 by Robert W. Tucker, Jr., County Executive of the County 'of Albemarle County, Virginia, Buyer. My commission expires: Notary Public MAT/realestate.gen/Frost.PetersMt.purchaseagl.doc COUNTY OF ALBEMARLE EXECUTIVE SUMMARY AGENDA TITLE: Lease of Property from Crown Orchard Co., LLP SUBJECT/PROPOSAL/REQUEST: Authorize the lease of property located on Carter's Mt. in connection with the 800 MHz Public Safety Radio System STAFF CONTACT(S): Messrs. Tucker, Davis, Foley, Trank AGEN DA DATE: September 19, 2001 ACTION: CONSENT AGENDA: ACTION: X A'I-rACHMENTS: REVIEWED BY: ITEM NUMBER: INFORMATION: INFORMATION: DISCUSSION: The Emergency Communications Center is in the final stages of negotiating the acquisition of the 800 MHz Public Safety Radio system. All tower sites have been acquired by lease or other agreement, with the exception of the Carter's Mt. and Peter's Mt. sites (the Peter's Mt. site is addressed in a separate executive summary). Staff has negotiated a lease agreement with the property owner on Carter's Mt. for a parcel that has been identified as a suitable location for the radio communications tower and related equipment at that site. The lease is for a 10-year initial term effective October 1, 2001, with three 5-year options to renew at the County's option. The rental amount is $4,500 per month during the first term, with a three- percent annual increase. Va. Code § 15.2-1800 authorizes the County to enter into a lease for this purpose. In acquiring this site, the County is acting at the request and on behalf of the Emergency Communications Center and its members, including the City of Charlottesville and University of Virginia. RECOMMENDATION: Staff recommends that the Board approve the lease of the Crown Orchard Co. property and authorize the County Executive to execute the Lease Agreement on the County's behalf as fiscal agent of the Emergency Communications Center. A copy of the lease agreement, which is fairly lengthy, is located in the Clerk's Office. 09-14-01 P12:00 IN 01.172 LEASE AGREEMENT This Lease Agreement, dated as of July 16, 2001, by and between CROWN ORCHARD CO., L.P., L.L.P., a registered limited liability limited partnership ("Landlord") and THE COUNTY OF ALBEMARLE, VIRGINIA, AS FISCAL AGENT FOR THE CHARLOTTESVILLE-UNIVERSITY OF VIRGINIA-ALBEMARLE COUNTY EMERGENCY COMMUNICATIONS CENTER ("Tenant"). WITNESETH That for and in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: 1. Leased Property/Easement. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the real property described in Exhibit A attached hereto (the "Leased Property"), and hereby grants to Tenant during the Lease Term (as hereinafter defined) a nonexclusive easement for purposes of ingress and egress from the Leased Property to State Route 53 along existing roads, a portion of said roads being shown on a plat dated September 17, 1.985 made by R.O. Snow, C.L.S., captioned "Plat Showing Existing Road Location Through Parcel 31 Tax Map 77 The Property of Mountaintop Land Trust Located On Carter's Mountain Albemarle County, Virginia," and recorded in the Clerk's Office of the Circuit Court of Albemarle, Virginia in Deed Book 853 at Page 662, and on a plat undated made by R.O. Snow, C.L.S., captioned "Existing Road Location Through Parcel 31 Tax Map 77", and recorded in the Clerk's Office of the Circuit Court for the County of Albemarle, Virginia in Deed Book 853 at Page 663. The easement granted herein shall burden the Landlord's property and shall run with the land. 2. Term. The initial term of this lease shall be ten (10) years, beginning October 1, 2001 and ending September 30, 2011 (the "Initial Term"). Tenant shall have the right to renew this Lease for three successive additional terms of five (5) years each (a "Renewal Term"), upon the giving of not less than ninety (90) days written notice thereof prior to the expiration of the Initial Term, or the applicable Renewal Term, as the case may be. Except for Rent (as hereinafter defined) the terms and provisions of the Initial Term shall be the same as those for any Renewal Term. As used herein, "Term" shall refer to the Initial Term and any Renewal Term, as required by the context. 3. Rent. Tenant shall pay initial monthly rent of $4,500 (subject to adjustment as hereinafter provided) due and payable the first day of each calendar month during the Term ("Rent"). If the Term commences on any day other than the first day ora calendar month, Rent shall be prorated to reflect the actual number of days of the first month of the Term. On and effective as of each anniversary date of the Initial Term, Rent shall increase by three percent (3%) over the Rent payable during the preceding year. If Tenant elects to renew this lease for any Renewal Term, Rent payable during such Renewal Term(including any annual adjustments) shall be as mutually agreed between Landlord and Tenant. This Agreement is subject to annual fimding of the necessary money tO fund this Agreement for succeeding fiscal years by the Board of Supervisors of the County of Albemarle, Virginia. Should the Board of Supervisors fail to appropriate necessary funding, the County may delay such payment until funds have been appropriated or terminate this Agreement, or any unfunded portion of this Agreement, without incurring any penalty, liability or additional costs whatsoever. The County is not required to make any payment that is otherwise required by this Agreement if the Board of Supervisors has not appropriated and made available sufficient funds for such payment. Nothing contained in this Section shall be deemed or construed to prevent the Landlord from terminating this Lease on account of nonpayment of any amounts due to Landlord, as provided in Section 18 hereof. 4. Permitted Use. The Leased Property shall be leased solely and exclusively for the installation, operation, repair, replacement and maintenance of Tenant's 250-foot, self-supporting communications tower and related equipment in order to provide radio coverage as part of an 800 MHz public safety radio system (the "Installation") identified in Exhibit B attached hereto and incorporated herein by reference (the "Permitted Uses"). Tenant shall exercise all reasonable care in maintaining and operating the Installation. No other uses may be made of the Leased Property without the Landlord's express written consent. Landlord shall not be responsible for any ,expense or obligation incurred in the operation, maintenance and/or replacement of the Installation. Tenant shall at no time allow any person or persons to enter or go on the Leased Property except for those duly-authorized employees, contractors, agents or invitees of Tenant whose presence on the Leased Property is reasonably necessary to the Permitted Uses, nor shall Tenant allow any use or occupancy of the Leased Property or the Installation except under the terms and conditions stated herein. 5. Removal of Property Upon Expiration or Termination. Upon the expiration or sooner termination of this Lease agreement, Tenant shall immediately surrender possession of the Leased Property to Landlord, and may, at its option, within 180 days after such expiration or termination remove from the Leased Property at its sole expense, the Installation and any other fixtures, equipment or items of personal property then located on the Leased Property. Any such property not removed from the Leased Property within said ninety 180 days shall be deemed to have been abandoned by Tenant and shall thereupon become the sole and exclusive property of Landlord. Notwithstanding the foregoing, Tenant agrees to remove from the Leased Property at its sole expense upon written demand made by Landlord, within said 180 day period, the Installation or portions thereof, and/or such other fixtures, equipment or personal property designated by Landlord. Such removal shall be accomplished within 180 days of the date on which Landlord gives Tenant the required notice. Landlord agrees to provide Tenant with reasonable access to the Leased Property for the pm'pose of compliance by Tenant with this Section. 6. Approval. This lease is made expressly subject to continuing approval from all 2 federal, state and local agencies having jurisdiction for the location of the Installation on the Leased Property. If such approval is denied or withdrawn during the Lease Term, then all fights and obligations of the parties hereto shall cease and this Lease Agreement shall terminate, as of the date of such denial or withdrawal; provided, however, that in such event Tenant shall not be entitled to a refund of any rents which shall have previously accrued under this Lease. Tenant agrees to exercise its best efforts to maintain such approval at all times. This Lease is also contingent upon approval by the Albemarle County Board of Supervisors. 7. Signal Interference. Landlord shall not be liable to Tenant for any loss due to the disruption, distortion or other interference with any transmission to or fi:om the Installation, fi:om any cause whatsoever, including but not limited to interference due to the installation, maintenance or operation of any equipment, towers, antennas or other facilities on the property of Landlord. Tenant's installation must be installed, operated and maintained so as not to cause interference with any previously installed transmitting or receiving equipment located on Landlord's property. If Landlord determines that Tenant's installation is causing such interference, Tenant agrees to take all steps reasonably necessary to correct and eliminate the interference. If said interference cannot be eliminated within a reasonable period of time, this Lease will terminate pursuant to Section 5 and Tenant's obligations under the Lease will cease. Landlord covenants to use its best efforts to provide that all other leases entered into by Landlord respecting the property of the Landlord shall contain a similar covenant or covenants by tenants for non-interference with transmissions and signals. However, if other tenants cause interference with Tenant's installation, Tenant may terminate this Lease pursuant to Section 5 and Tenant's obhgations under this Lease will cease. 8. Spray Damage. Landlord shall not be liable to Tenant for any damage to or malfunctioning of the Installation or any other fixtures, improvements, equipment or personal property of Tenant located on or in the Leased Property, which is due or may be due to the effects of use or application by Landlord of agricultural chemicals including but not limited to pesticides and fungicides, in connection with Landlord's orchard operations. 9. Utilities. Tenant shall pay, at its sole cost and expense, all charges, taxes and other fees for all light, power, telephone service and all other services and utilities supplied to the Leased Property. 10. Taxes. Landlord shall pay all real estate taxes and assessments levied against or imposed upon the unimproved portion of the Leased Property, as the same shall become due and payable, and Tenant shall pay all taxes or assessments levied against or imposed upon the Installation and all other improvements, equipment, fixtures and any other personal property of Tenant located in or on the Leased ProPerty, as the same shall become due and payable. 11. Quiet Possession. Upon payment of the rent provided for herein and upon observance and performance of all of the terms and conditions of this Lease Agreement, Tenant shall haVe quite possession of the Leased Property during the Lease Term, subject to any mortgages, deeds of trust, or other encumbrances which may now or hereafter affect the Leased Property, but pursuant also to Tenant's rights of nondisturbance hereinafter set forth. 12. Insurance. Tenant shall, at Tenant's sole expense, obtain and keep in force during the term of this lease a policy of comprehensive public liability insurance insuring Tenant, with Landlord added as an additional insured, in adequate mounts against liability arising out of the ownership, use, occupancy or maintenance of the Leased Property. The limits of any such insurance shall not limit the liability of Tenant hereunder. Tenant may provide this insurance under a blanket policy. If Tenant shall fail to procure and maintain said insurance, Landlord may, but shall not be required to, procure and maintain same at Tenant's expense, but in no event for more than the period of non-compliance. 13. Responsibili _ty. Tenant shall be res~ponsible for the conduct of its business an any activity, work, or other things done, permitted or suffered to be done by Tenant in or about the Leased Property. As a material part of the consideration to Landlord, Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Leased Property, from any cause other than Landlord's negligence. Tenant shall give prompt notice to Landlord in case of casualty or accidents in or about the Leased Property. 14. Liens. Tenant shall keep the Leased Property free from any liens arising out of any,work performed, materials furnished or obligations incurred by or on behalf of Tenant. 15. Assignment and Subleases. Tenant and Landlord acknowledge and agree that: (a) Tenant shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this lease or any interest therein, and shall not sublet the Leased Property or lease the Installation, or any part thereof, or any right or privilege appurtenant thereto, for any occupation or use, without first obtaining the written consent of Landlord. A consent to one such assignment, subletting, occupation or use shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use. Consent to any such assignment, subletting, occupation or use shall in no way relieve Tenant of any liability under this lease. Any such assignment or subletting without Landlord's consent shall be void, and shall, at the option of ~he Landlord, constitute a default under the terms of this Lease; (b) Landlord is or may be engaged in the business of Leasing other portions of Landlord's Property (other than the Leased Property) for permitted uses similar to those contemplated in this Lease Agreement. Landlord shall not therefore, be obligated to consent to any proposed lease, sublease or assignment of the Leased Property or the Installation, any part thereof or any right or privilege appurtenant thereto or use or occupancy thereof, which will or may, in the sole and exclusive judgment of Landlord, result in a use being made of the Leased Property which may be in competition with Landlord. Tenant further agrees that it shall not be deemed commercially unreasonable for Landlord to withhold approval of any such proposed lease, sublease or assignment; 4 (c) In the event that Landlord shall consent to a lease, sublease or assignment hereunder, Tenant shall pay Landlord a reasonable fee to offset the cost incurred in connection with the processing of documents necessary to the giving of such consent. 16. Condemnation. (a) If the whole of the Leased Property shall be taken, or if substantially all of the Leased Property shall be taken so as to render it unsuitable for Tenant's intended business use, for any public or any quasi-public use under any statute or by fight of eminent domain, or by private purchase in lieu thereof, then this Lease shall automatically terminate as of the date that title shall be taken. If less than substantially all of the Leased Property shall be so taken, then Landlord shall at its sole option have the right to terminate this Lease on thirty days' notice to Tenant, given within ninety days after the date of such taking. In the event of a partial taking, the rent shall be reduced based upon the extent, if any, to which such taking interferes with the business carried on by Tenant in the Leased Property. In the event of termination, the rent shall be adjusted as necessary and Tenant shall have no claim against Landlord for' the value of any unexpired portion of the Lease Tenn. Ifa partial taking occurs Tenant shall have the option to (i) terminate this Lease without further liability to Landlord hereunder, or (ii) require Landlord, at its own cost, to restore the remaining portion of the Leased Property to the extent necessary to render it reasonably suitable for Tenant's intended business use, provided the cost of such work shall not exceed the proceeds of the condemnation award. (b) All compensation awarded or paid upon a total or partial taking or appropriation of the Leased Property shall belong to Landlord without any participation by Tenant. However, nothing contained herein shall be construed to precluded Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceedings for loss of business, or depreciation to, damage to, or costs of removal of, the installation or other personal property belonging to Tenant; provided, however, that no such claim shall diminish or otherwise adversely affect Landlord's award. 17. Obligations of Tenant. The obligation of the Tenant to make the payments under this Lease to the Landlord and to make, observe and perform all other payments, covenants, conditions and agreements hereunder shall be absolute and unconditional, irrespective of any rights of setoff, recoupment or counterclaim Tenant might otherwise have against Landlord. 18. Default by Tenant. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant. A. The Abandonment (as hereinafter defined) of the Leased Property by Tenant. For purposes of this Lease, "Abandonment" shall mean Tenant's intentionally turning down of the Installation for thirty (30) or more consecutive days. 5 B. The failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant. C. The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant (other than described in Subsection B, above), where such failure shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. The failure to diligently prosecute such cure to completion shall constitute a separate event of default not subject to cure. D. The making by Tenant of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located at the Leased Property or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Leased Property or of Tenant's interest in this Lease, where such seizure is not discharged in thirty (30) days. 19. Landlord Remedies. In the event of any such default or breach by Tenant, Landlord may at any time thereafter, in its sole discretion, with or without notice or demand and without limiting Landlord in the exercise of a right or remedy which Landlord may have by reason of such default or breach: A. Terminate this Lease and terminate Tenant's right to possession of the Leased Property by any lawful means, in either or which case Tenant shall immediately surrender possessi6n of the Leased Property to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to, the cost of recovering possession of the Leased Property; expenses of relating, including necessary renovation and alteration of the Leased Property; reasonable attorneys' fees; unpaid rent and other charges called for herein for the balance of the Lease Term. Unpaid installments of rent or other sums shall bear interest from the date due at the rate then allowed on judgments for damages in Virginia plus 5%. B. Maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Leased Property. In such event Landlord shall be entitled to enforce all of Landlord's rights and remedies, under this Lease, including the fight to recover the rent and any other charges as may become due hereunder; provided, however, this provision shall not be construed to relieve Landlord of its duty to mitigate its damages. C. Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the State of Virginia. D. Tenant hereby covenants and agrees that if, at any time, Tenant is adjudged bankrupt or insolvent under the laws of any state, or makes a general assignment for the benefit of creditors, or, if a receiver for all the property of the Tenant is appointed and shall not be discharged within sixty (60) days after such appointment, the Landlord may, at its option, declare the term of this Lease at an end and shall forthwith be entitled to immediate possession of said premises and proceed with other remedies available to Landlord at law or in equity including those set forth in this section and in other parts of this Lease. In the event the Tenant files any bankruptcy proceeding, or any bankruptcy proceeding is filed against the Tenant under the laws of the United States, the Tenant shall elect (and shall make every reasonable effort to cause the Trustee to elect) within ten (10) days of the entry of the Order for Relief whether to accept or reject the terms of this Lease and perform the same. 20. Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Leased Property whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for the performance then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to terminate this lease as a result of Landlord's default and Tenant's remedies shall be limited to damages and/or an injunction. If repairs to be performed by the Landlord are not performed within sixty (60) days after receipt of written notice, or if the nature of such repairs would require more than sixty (60) days and Landlord fails to commence and diligently prosecute the same to completion, Tenant may make such repairs and bill Landlord for the cost thereof; provided, however, Tenant shall not withhold rent to collect these expenses. 21. General Provisions. (a) Plats and Riders. Clauses, plats, riders and addenda, if any, affixed to this Lease are a part hereof. (b) Waivers. The waiver by either party of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding default by Tenant of any term, covenant or condition of this Lease, other than the failure of the Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding default at the time of the acceptance of such rent. No waiver by either party shall be deemed to have been made unless stated in writing and signed by the Landlord. (c) Headings. The headings to the sections of this Lease are not a part of the Lease and shall have no effect upon the construction or interpretation of any part hereof. (d) Time. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor. (e) Successors and Assigns. The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto. (f) Late Charges. Tenant acknowledges that late payments by Tenant to Landlord of rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which cannot be ascertained in advance. Such costs include, but are not limited to, processing and accounting charges, and late charges which may, be imposed upon Landlord by terms of any mortgage or trust deed covering the premises. Accordingly, if any installment of rent or any sum due from Tenant shall not be received by Landlord or Landlord's designee within seven (7) days after its due date, then Tenant shall pay to Landlord a late charge equal to five (5) percent of such overdue amount, plus any attorneys' fees incurred by Landlord by reason of Tenant's failure to pay rent and/or other charges when due hereunder. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that Landlord will incur by reason of the late payment by Tenant. Acceptance of such late charges by the Landlord shall in no event constitute a waiver or Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. (g) Entire Agreement and Prior Agreements. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. (h) Amendment. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. (i) Partial Invalidity_. Any provision of this Lease which shall prove to be invahd, void, or illegal shall in no way affect, impair or invalidate any other provision hereof and such other provisions shall remain in full force and effect. (j) Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity. Virginia. Choice of Law. This Lease shall be governed by the laws of the State of (1) Attorney's Fees. In the event of any action or proceeding brought by either party against the other under this Lease each party shall be responsible for the payment of its own legal fees and costs. (m) Sale of Leased Property by Landlord. In the event of any sale of the Leased Property by Landlord, Landlord shall be and is hereby entirely freed and relieved of ali liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Leased Property shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out any and all of the covenants and obligations of the Landlord under this Lease. (n) Subordination and Attornment. Upon request of the Landlord, Tenant will in writing subordinate its rights hereunder to the hen of any mortgage or deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against the Leased Property; provided, however, that the rights of Tenant under this Lease are recognized pursuant to an appropriate non-disturbance agreement. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Leased Property, the Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. (o) Notices. Ail notices and demands which may or are to be required or permitted to be given by either party on the other hereunder shall be in writing. All notices and demands by the Landlord to the Tenant or by the Tenant to the Landlord shall be hand delivered or sent by certified mail or registered mail with a return receipt, postage prepaid, addressed to the Tenant at the address hereinbelow or to such other place as Tenant may from time to time designate in a notice to the Landlord. To Landlord at: P.O. Box 299 Batesville, Virginia 22924 with a copy (which shall not constitute notice) to: Robert W. Jackson Michie, Hamlett, Lowry, Rasmussen & Tweel, P.C. 500 Court Square Suite 300 Charlottesville, VA 22902 To the Tenant at: 401 Mclntire Road Charlottesville, VA 22902 Attention: Robert W. Tucker, County Executive with a copy (which shall not constitute notice) to: Tom Hanson, Director Emergency Communications Center 2306 Ivy Road Charlottesville, VA 22903 Where notice is made by mailing, it shall be deemed to have been given upon deposit in any United States Postal Service mail box or post office. (p) Authority. Each individual executing this Lease on behalf of Tenant represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of Tenant, and that this Lease is binding upon Tenant. By duly-recorded vote of the Board of Supervisors of the County of Albemarle, the County Executive has been authorized to execute this Lease Agreement. (q) Construction and Gender. All terms used in any one number or gender shall be construed to include any other number or gender as the context may require. (r) Further Assurances. Each of the parties at any time and from time to time after the execution and delivery of this Lease shall execute and deliver such further documents and shall do such further acts and things as may be required to effect the purpose and terms of this Lease. (s) Environmental Matters. Landlord represents and warrants to Tenant, to the best of Landlord's knowledge and belief and without independent investigation that, as of the date of this Lease, the Leased Property does not contain in violation of any applicable federal, state and local environmental laws, regulations, rules and orders (the "Environmental Laws") (i) any "Hazardous Wastes" (defined all waste materials subject to regulation under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § §9601, 10 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq., or applicable state law and any other applicable federal, state or local laws and their regulation now in force relating to hazardous waste disposal); or (ii) any Toxic Substances (defined as all materials which are subject to regulation under the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq., applicable state law, or any other applicable federal, state or local laws now in force relating to toxic substances). Tenant covenants that Tenant's use and occupation of the Installation shall not result in the presence of any Hazardous Wastes or Toxic Substances in or on the Leased Property in violation of any Environmental law, and that Tenant shall mediately notify and advise landlord of (i) any and all enforcement, cleanup, removal, investigation or other governmental or regulatory actions instituted or threatened against the Leased Property with respect to any Environmental Law, and, (ii) any and all claims made or threatened by any third person against Landlord, Tenant or the Leased Property relating to any Environmental Law applicable to the Leased Property or to injury to any person or property because of a Hazardous Waste or Toxic Substance on or from the Leased Property. (t) Recording of Memorandum of Lease. Landlord and Tenant agree that this Lease Agreement shall not be recorded; provided, however, that, upon the request of either party, a memorandum of lease will be executed and recorded in the Clerk's Office for the Circuit Court of Albemarle County. All costs of recordation shall be borne by the requesting party. IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease Agreement to be executed by their respective duly-authorized representatives as of the date first above written. Landlord: _C~WN ORCHARD CO., L.P., L.L.P. V ~Gene~l P~trt~er Ten ant: Approved as to form: /C~funt y Attorney THE COUNTY OF ALBEMARLE, VIRGINIA; AS FISCAL AGENT FOR THE CHARLOTTESVILLE-UNIVERSITY OF VIRGINIA-~B EMARL~ COUNTY / 'X?/ ' :xecutive of ^lbemarle 11 EXHIBIT A DESCRIPTION OF LEASED PROPERTY 12 CARTER S MTN SITEPLAN ~.AN~ ~LEVATION __,__ SITEPLAN FOR PROPOSED RADIO TOWERS ALI]EMARLE COUNTY, VIRGINIA EXHIBIT A -x CARTER'S MOUNTAIN TOPO SITEPLAN FOR PROPOSED RADIO TOWERS ALBEMARLE COUNTY VIRGINIA EXHIBIT B THE INSTALLATION Tenant's 250-foot, self-supporting communications tower and related equipment in order to provide radio coverage as part of an 800 Mhz public safety radio system, and more pm'ticularly described as: 1. One 250-foot self-supporting lattice tower, 10' ice-bridge, dull galvanized metal finish and color, with tower grounding system and lighting. 2. One 12'x 26'x 10'-5" pre-cast concrete communications equipment and power shelter, exposed aggregate finish, brown in color to accommodate all required electronic components of the communications tower facility installed on concrete foundation. 3. One LPG Generator 75KW installed on concrete pad. 4. One 1,000 gallon propane fuel tank installed on concrete pad This communications facility (60' x 70') will be enclosed and secured by use of an 8' high chain length fence and locked gates with three strands of barbed wire. C: [Data~DoclCROWN~Emergency~Leas~Final. wpd COUNTY OF ALBEMARLE EXECUTIVE SUMMARY AGENDA TITLE: SP 01-17 Merrie Meadows .SUBJECT/PROPOSAL/REQUEST: Request that SP 01-17 Merrie Meadows be deferred to October 10, 2001. AGENDA DATE: ITEM NUMBER.: September 19, 2001 ACTION: CONSENT AGENDA'. ACTION: INFORMATION: INFORMATION: X STAFF CONTACT(S): I Z// '~ ,UPDATE: On August 15, 2001, the Board of Supervisors deferred SP 01-17 Merrie Meadows, until September 5, 2001. The Board directed staff to provide additional information regarding issues disqussed at the meeting concerning driveway visibility, fire, noise, the camp (SP 85-35) status, and the septic system. Subsequently, the Board again deferred this matter until September 19, 2001. In order for staff to understand the camp and its relationship to the church, the applicant was requested to provide additional information by September 4, 2001. On September 12, 2001, the applicant responded to a second request to provide the information by submitting several informational brochures and a statement regarding the church beliefs and meetings. The review of this information could not be completed for presentation to the Board on September 19. Therefore, staff is requesting that SP 01-17 be deferred until October 10, 2001. 01.174 09_1,7_.~TM ^10:24 IN FAX (804) 972-4126 COUNTY OF ALBEMARLE Department of Building Code and Zoning Services 401 Mclntire Road, Room 227 Charlottesville, Virginia 22902-4596 TELEPHONE (804) 296-5832 TrD (804) 972-4012 September 10, 2001 Steven W. Blaine LeClair Ryan Post Office Box 2017 Charlottesville, VA 22902-2017 RE: OFFICIAL DETERMINATION OF DEVELOPMENT RIGHTS AND PARCELS- Tax Map 74, parcel 17B and Tax Map 58, parcels 91 and 100 (Property of Ivy Creek Farm and Ivy Point Farm) Section 10.3.1 Dear Mr. Blaine: The County Attorney and have reviewed the title information for the above-noted properties. It is the County Attorney's advisory opinion and my official determination that Tax Map 74 Parcel 17B contains five (5) theoretical development rights. Tax Map 58, parcel 91 contains four (4) separate parcels. (i) Former Parcel 92C contains one (1) theoretical development right; (ii) Former Parcel 99 contains one (1) theoretical development right; (iii) Former Parcel 99C contains one (1) or two (2) theoretical development right, depending on the acreage; (iv) Former Parcel 91 contains three (3) or four (4) theoretical development rights, depending on the acreage. Tax Map 58, parcel 100 contains four (4) separate parcels. The former 3.93 acre tract contains one (1) theoretical development right, (ii) The former 0.75 acre tract contains one (1) theoretical development right, (iii) The former 27.52 acre tract contains five (5) theoretical development rights, (iv) The former 162.5 acre tract contains five (5) theoretical development rights. The basis for this determination is provided below. Our records indicate Tax Map 58 Parcel 91 contains 15.044 acres and two (2) dwellings. The most recent deeds for this property prior to the date of adoption of the Albemarle County Zoning Ordinance (December 10, 1980) are identified in Deed Book 718, page 39. That deed, dated May 21, 1981 between Elsie T. Vest, Grantor and E.M. Martin Jr. & Linda Martin, Grantees, conveyed four (4) parcels of land aggregating 17.40 acres, more or less composed of the following: (1) Approximately 8.85 acres which remain of the 112.80 acres conveyed to Samuel Vest from Frederick Adams recorded in Deed book 265, page 165, dated I:\DEPT~Building & Zoning\Determin of Parcel~Verulam DR Determination.doc 09-tl-01 A09:03 IN Steven W. Blaine September 10, 2001 Page 2 October 8, 1945. Other conveyances from this 112.8 acres were: (1) 45.24 acres to William and Virginia White (Deed Book 332, page 407), (2) 37.57 acres to William and Virginia White (Deed Book 353, Page 433), and (3) 21.14 acres to Samuel Linder (Deed Book 690, Page 315). This deed references plats of record in DB 353, P436, DB326, P139, DB 285, P426 & 429 for a more complete description. [See TM 58, P. 91 on Foster Plat recorded in Deed Book 775, page 327] (2) 0.60 acres conveyed to Samuel Vest from Stephen Andrews and wife recorded in Deed Book 302, Page 444 dated July 31, 1952. [See TM 58, P. 92C on Foster Plat recorded in Deed Book 775, page 327] (3) 4.18 acres conveyed to Samuel Vest from Mildred Robins and Husband recorded in Deed Book 326, Page 139 dated May 31, 1956. [See TM 58, P. 99C on Foster Plat recorded in Deed Book 775, page 327] (4) 3.77 acres conveyed to Samuel Vest from H. M. McCreery and wife recorded in Deed Book 285, Page 429 dated September 19, 1949. [See TM 58, P. 99 on Foster Plat recorded in Deed Book 775, page 327] Deed Book 775, Parcel 322 is a deed of trust dated September 1, 1983 between E.M. Martin & Linda Martin and Fauquier Service Investment Corp. & Jefferson Savings and Loan. The deed of trust is on property described as all those four certain lots of land, containing in the aggregate 17.40 acres conveyed to the borrower by the deed in Deed Book 718, Page 39. By recent survey attached hereto said parcels are determined to contain 15.044 acres, however, there is no intention to consolidate said parcels by said plat or bY the terms of this instrument. The plat sketches the parcel boundaries, but does not calculate the acreage of the separate parcels comprising the 15.044 tract. The plat by Morris Foster, dated August 16, 1983 is recorded in Deed book 775, Page 327. Our records indicate the most recent deed for this property is found in Deed Book 977, Page 346. This is dated January 26, 1988 and is between E.M. Martin & Linda G. Martin and Joseph Richmond, Trustee of the Ivy Point Land Trust. This deed conveyed the same 15.40 acres described on the plat by Morris Foster recorded in Deed Book 775, Page 327. Based on this history, Tax Map 58, Parcel 91 is determined to be comprised of four (4) separate parcels, as described in Deed Book 718, page 39. Each is entitled to its associated development rights based on the acreage of each parcel. Our records indicate Tax Map 59 Parcel 100 contains 200.645 acres and four (4) dwellings. The most recent deed for this property prior to the date of adoption of the i:\DEPT~Building & Zoning\Determin of Parcel\Verulam DR Determination.doc Steven W. Blaine September 10, 2001 Page 3 Albemarle County Zoning Ordinance (December 10, 1980) is found in Deed Book 682, Page 524, dated September 26, 1979 between Mildred L. & Will N. Robins and Joseph E. Seagram & Sons, Inc. It conveyed four tracts of land described as follows: (1) 162.5 +/- acres according to a plat recorded in Deed Book 165, Page 369. (2) 27.52 +/- acres, being all of a parcel of land containing 31.7 acres +/- shown on a plat by Hugh Simms, dated March, 1946 of record in Deed Book 267, Page 419, except a parcel containing 4.18 acres described as Lot 2 on a plat by O. R. Randolph, dated May 18, 1956 and recorded in Deed Book 326, Page 139. (3) 0.75 +/- acres on which the house known as the "Miller's House" formerly stood. The above three tracts were conveyed to Mildred L. Robins on May 15, 1951 and recorded in Deed Book 295, Page 220. (4) 3.93 acres described as Lot 1 on a plat by O. R. Randolph, dated May 18, 1956 and recorded in Deed Book 326, Page 138. This tract is shown to be "hooked" to the 27.52 acre tract described above on the plat by R.O. Snow & Associates, dated October 10, 1979 and recorded with this deed on page 527. However, since it is described as a separate parcel of record in the deed and absent any language on the plat indicating an intention to combine these tracts, this tract is determined to be a separate parcel with an associated development right. Based on this history, Tax Map 58, Parcel 100 is determined to be comprised of four (4) separate parcels, as described in Deed Book 682, page 52'4. Each is entitled to its associated development rights based on the acreage of the parcel. Our records indicate Tax Map 74 Parcel 17B contains 32.470 acres and two (2) dwellings. The most recent deed for this property prior to the date of adoption of the Albemarle County Zoning Ordinance (December 10, 1980)is found in Deed Book 545, page 495. Deed Book 731, page 603, dated December 26, 1981, conveyed six tracts from Jane R. Ewald to Verulam Farm Limited Partnership. Tract I is described as containing 1,071.422 acres +/- as shown on a plat by Thomas Blue recorded in Deed Book 409, page 121 and now containing 999.932 acres +/- the taking of 71.49 acres for Interstate Route 64 as described in Deed Book 432, page 523 and Deed book 545, page 495. The above mentioned survey by Thomas Blue, dated June 14, 1965, shows what is now Pamel 17B as part of Tract 1. h\DEPT~Building & Zoning\Determin of Pamel~Verulam DR Determination.doc Steven W. Blaine September 10, 2001 Page 4 Deed Book 896, page 208, dated August 22, 1986 conveyed 550.73 acres from Verulam Farm Limited Partnership to Peter D. Nielsen. This included the portion of Parcel 17 located to the south of State Route 677 containing 536.37 acres. The residue of Parcel 17, now Parcel 17B is located on the north side of State Route 677. What is now Parcel 17B is described as Parcel C, containing 32.47 acres on a plat recorded with this deed on page 210, dated June 13, 1984 and revised on August 25, 1986. That plat, approved on August 28, 1986, noted that Parcel "C" retained no development rights. However, in accord with Ann S. Sanford v. Board of Zoning Appeals of AIbemarl~ County, Virqinia Parcel 17B is determined to be a separate parcel. Our records indicate the most recent deed for this parcel is in Deed Book 966, page 414 and dated October 9, 1987. It conveyed 32.47 acres from Verulam Farm Limited Partnership, to Joseph E. Seagram & Sons, Inc. This is the same tract described as Parcel C on the above referenced plat recorded in Deed Book 896, page 210. Based on this history, Tax Map 74, Parcel 17B is determined to contain five (5) development rights. These parcels are entitled to the noted development rights if all other applicable regulations can be met. These development rights are theoretical in nature but do represent the maximum number of lots containing less than twenty one acres allowed to be created by right. In addition to the development right lots, a "parent parcel" may create as many parcels containing a minimum of twenty-one acres as it has land to make. If you are aggrieved by this determination, you have a right to appeal it within thirty days of the date notice of this determination is given, in accordance with Section 15.2-2311 of the Code of Virginia. If you do not file a timely appeal, this determination shall be final and unappealable. An appeal shall be taken only by filing with the Zoning Administrator and the Board of Zoning Appeals a notice of appeal which specifies the grounds for the appeal. An appeal application must be completed and filed along with the fee of $95. The date notice of this determination was given is the same as the date of this letter. If you have any questions, please contact me. Since_rely, Manager of Zoning Administration Copies: Gay Carver, Real Estate Department Ella Carey, Clerk Board of Supervisors Reading Files I:\DEPT~Building & Zoning\Determin of Parcel~Verulam DR Determination.doc ALBEMARLE COUNTY PUBLIC SCHOOLS Memorandum From: Re: Date: Ms. Brenda Neitz, Department of Finance Mr. Melvin Breeden, Director of Finance//,,LiL~ , ~JZ~l-/~ Jennifer Johnston,' School Board Clerk ~"-~(~' - Virginia Public School Authority (VPSA)'R'esolution Augu~ 10,2001 At its August 9 meeting, the Albemarle County School Board adopted a Resolution authorizing the filing of an application with the Virginia Public School Authority. Per your request, attached are'four original copies. If t can be of further assistance, please let me know. Cc: Ella Carey w/enclosures 08-~4-01 A08:47 IN At a regular meeting of the Albemarle County School Board held on the 9th day of August, 2001, at the time and place established by such School Board for its regular meeting, at which the following members were present and absent: PRESENT: Dr. Charles M. Ward; Mr. Stephen H. Koleszar; Mrs. Diantha H. McKeel; Mr. R. Madison Cummings, Jr.; Ms. Mary C. Rodriguez; Mr. Gary W. Grant; and Mr. Kenneth C. Boyd ABSENT: None. the following resolution was adopted by the affirmative roll call vote of a majority of all members of the School Board, the ayes and nays being recorded in the minutes of the meeting as shown below: MEMBER VOTE Dr. Ward AYE Mr. Koleszar AYE Mrs. McKeel AYE Mr. Cummings AYE Ms. Rodriguez AYE Mr. Grant AYE Mr. Boyd AYE RESOLUTION AUTHORIZING THE FILING OF AN APPLICATION WITH THE VIRGINIA PUBLIC SCHOOL AUTHORITY FOR A LOAN IN A PRINCIPAL AMOUNT NOT TO EXCEED $20,332,000 AND REQUESTING AND CONSENTING TO THE ISSUANCE OF SCHOOL BONDS WHEREAS, the Albemarle County School Board (the "School Board") has determined that it is necessary and desirable for Albemarle County, Virginia (the "County"), to undertake various capital improvements for its public school system; BE IT RESOLVED BY THE ALBEMARLE COUNTY SCHOOL BOARD: 1. The filing of an application with the Virginia Public School Authority for a loan to the County m a principal amount not to exceed $20,332,000 to finance various capital improvements to the County's public school system is hereby authorized. The School ~uperintendent, in collaboration with the other officers of the School Board and the County, is authorized and directed to complete such application and deliver it to the Virginia Public School Authority. 2. The School Board (a) requests, pursuant to Section 15.2-2640 of the Code of Virginia of 1950, as amended (the "Code"), that the Board of Supervfsors of the County issue its general obligation school bonds in an aggregate principal amount not to exceed $20,~32,000 (the "Bonds") for the purpose of financing various capital improvements to the County's public school system and (b) consents, pursuant to Section 15.2-2638B of the Code and Article VII, Section 10(b) of the ~onstitution of Virginia, td the issuance of the Bonds. 3. The Clerk or,he School Board is authorized and directed to cause a certified copy of this resolution to be delivered to the Clerk of the Board of Supervisors of the County. 4. This resolution shall take effect immediately. The undersigned Clerk of the Albemarle County School Board certifies that the foregoing constitutes a true and correct extract from the minutes of a regular meeting of the School Board held on the 9th day of August, 2001, and of the whole thereof so far as applicable to the matters referred to in such extract. WITNESS my signature and the seal of the Albemarle County School Board this 10th day of August, 2001. C~, AI~ County School Board (SEAL) COUNTY OF ALBEMARLE EXECUTIVE SUMMARY AGEN DA TITLE: Virginia Public School Authority Bond Resolution SUBJECT/PROPOSAL/REQUEST: Request board approval of a Resolution authorizing the issuance of not to exceed $20,330,000 in VPSA Bonds. STAFF CONTACT(S): Messrs. Tucker, Breeden; Ms. White BACKGROUND: AGENDA DATE: September 19, 2001 ACTION: X CONSENT AGENDA: ACTION: ITEM NUMBER: INFORMATION: INFORMATION: ATTACHMENTS: Yes REVIEWED BY:~ ~ The FY 2001/02 Capital Improvement Budget was approved with the intent to issue approximately $20,330,000 in bonds through the Virginia Public School Authority for the following projects: Brownsville Elementary Addition, Burley Middle School Additions/Renovations, Jack Jouett Middle School Addition/Renovation, Northern Area Elementary, Southern Urban Elementary, and Maintenance Projects. DISCUSSION: Resolutions authorizing the application to VPSA were approved by the School Board on August 9, 2001, and by the Board of Supervisors on August 15, 2001. The attached resolution references the Bond Sale Agreement, projected payment schedule, and the Proceeds Agreement. These documents, to be provided by VPSA's bo nd counsel, will be available for review at the meeting. In order to proceed with this process, a public hearing is scheduled for 7:00 p.m. on September 19, 2001. RECOMMENDATION: Staff recommends approval of the attached resolution to proceed with this project and to meet the bond issuance guidelines. The other two documents need to be approved as to form and will be completed during the actual bond sale process. 09-t4-01 A08:45 IN 01.171 RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $20,330,000 GENERAL OBLIGATION SCHOOL BONDS, SERIES 200lA, OF THE COUNTY OF ALBEMARLE, VIRGINIA, TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF. WHEREAS, the BOard of Supervisors (the "Board") of the County of Albemarle, Virginia (the "County"), has determined that it is necessary and expedient to borrow an amount not to exceed $20,330,000 and to issue its general obligation school bonds for the purpose of financing certain projects for school purposes (the "Project"); WHEREAS, the County held a public hearing, duly noticed, on September 19, 2001, on the issuance of the Bonds (as hereinafter defined) in accordance with the requirements of Section 15.2-2606, Code of Virginia 1950, as amended; and WHEREAS, the School Board has, by resolution, requested the Board to authorize the issuance of the Bonds and consented to the issuance of the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ALBEMARLE, VIRGINIA: 1. Authorization of Bonds and Use of Proceeds. The Board hereby determines that it is advisable to contract a debt and issue and sell its general obligation school bonds in an aggregate principal amount not to exceed $20,330,000 (the "Bonds") to finance the Project. The Board hereby authorizes the issuance and sale of the Bonds in the form and upon the terms established pursuant to this Resolution. 2. Sale of the Bonds. It is determined to be in the best interest of the County to accept the offer of the Virginia Public School Authority (the "VPSA") to purchase from the County, and to sell to the VPSA, the Bonds at a price, determined by the VPSA to be fair and accepted by the County Executive, that is not less than 98% of par and not more than 103% of par upon the terms established pursuant to this Resolution. The County Executive and such officer or officers of the County as the County Executive may designate are hereby authorized and directed to enter into a Bond Sale Agreement dated as of October 9, 2001, with the VPSA providing for the sale of the Bonds to the VPSA in substantially the form submitted to the Board at this meeting, which form is hereby approved (the "Bond Sale Agreement"). 3. Details of the Bonds. The Bonds shall be dated the date of issuance and delivery of the Bonds; shall be designated "General Obligation School Bonds, Series 200lA"; shall bear interest from the date of delivery thereof payable semi-annually on each January 15 and July 15 beginning July 15, 2002 (each an "Interest Payment Date"), at the rates established in accordance with Section 4 of this Resolution; and shall mature on July 15 in the years (each a "Principal Payment Date") and in the amounts set forth on Schedule I attached hereto (the "Principal Installments"), subject to the provisions of Section 4 of this Resolution. 4. Interest Rates and Principal Installments. The County Executive is hereby authorized and directed to accept the interest rates on the Bonds established by the VPSA, provided that each interest rate shall be ten one-hundredths of one percent (0.10%) over the interest rate to be paid by the VPSA for the corresponding principal payment date of the bonds to be issued by the VPSA (the "VPSA Bonds"), a portion of the proceeds of which will be used to purchase the Bonds, and provided further that the true interest cost of the Bonds does not exceed six and sixty one-hundredths percent (6.60%) per annum. The Interest Payment Dates and the Principal Installments are subject to change at the request of the VPSA. The County Executive is hereby authorized and directed to accept changes in the Interest Payment Dates and the Principal Installments at the request of the VPSA, provided that the aggregate principal amount of the Bonds shall not exceed the amount authorized by this Resolution and provided further that the final Principal Installment is not later than 25 years from the date of issue. The execution and deliverv of the Bonds as described in Section 8 hereof shall conclusively evidence such interest rates established by the VPSA and Interest Payment Dates and the Principal Installments requested by the VPSA as having been so accepted as authorized by this Resolution. 5. Form of the Bonds. The Bonds shall be initially in the form of a single, temporary typewritten bond substantially in the form attached hereto as Exhibit A. 6. Payment] Paying Agent and Bond Registrar. The following provisions shall apply to the Bonds: (a) For as long as the VPSA is the registered owner of the Bonds, all payments of principal, premium, if any, and interest on the Bonds shall be made in immediately available funds to the VPSA at, or before 11:00 a.m. on the applicable Interest Payment Date, Principal Payment Date or date fixed for prepayment or redemption, or if such date is not a business day for Virginia banks or for the Commonwealth of Virginia, then at or before 11:00 a.m. on the business day next preceding such Interest Payment Date, Principal Payment Date or date fixed for prepayment or redemption. (b) All overdue payments of principal and, to the extent permitted by law, interest shall bear interest at the applicable interest rate or rates on the Bonds. (c) SunTrust Bank, Richmond, Virginia, is designated as bond registrar and paying agent (the "Bond Registrar") for the Bonds. The County may, in its sole discretion, replace at any time the Bond Registrar with another qualified bank or trust company as successor Bond Registrar. 7. Prepayment or Redemption. The Principal Installments of the Bonds held by the VPSA coming due on or before July 15, 201 t, and the definitive Bonds for which the Bonds held by the VPSA may be exchanged that mature on or before July 15, 2011, are not subject to prepayment or redemption prior to their stated maturities. The Principal Installments of the Bonds held by the VPSA coming due after July 15,2011, and the definitive bonds for which the Bonds held by the VPSA may be exchanged that mature after July 15, 201t, are subject to prepayment or redemption at the option of the County prior to their stated maturities in whole or in part, on any date on or after July 15, 2011, upon payment of the prepayment or redemption prices (expressed as percentages of Principal Installments to be prepaid or the principal amount of the Bonds to be redeemed) set forth below plus accrued interest to the date set for prepayment or redemption: Dates Prices July 15,2011, through July 14, 2012 July 15, 2012, through July 14, 2013 July 15, 2013, and thereafter 102% 101 100 Provided, however, that the Bonds shall not be subject to prepayment or redemption prior to their stated maturities as described above without first obtaining the written consent of the registered owner of the Bonds. Notice of any such prepayment or redemption shall be given by the Bond Registrar to the registered owner by registered mail not more than ninety (90) and not less than sixty (60) days before the date fixed for prepayment or redemption. 8. Execution of the Bonds. The Chairman or Vice Chairman, either of whom may act, and the Clerk or any Deputy Clerk, any of whom may act, are authorized and directed to execute and deliver the Bonds and to affix the seal of the County thereto. 9. Pledge of Full Faith and Credit. For the prompt payment of the principal of and premium, if any, and the interest on the Bonds as the same shall become due, the full faith and credit of the County are hereby irrevocably pledged, and in each year while any of the Bonds shall be outstanding there shall be levied and collected in accordance with law an annual ad valorem tax upon all taxable property in the County subject to local taxation sufficient in amount to provide for the payment of the principal of and premium, if any, and the interest on the Bonds as such principal, premium, if any, and interest shall become due, which tax shall be without limitation as to rate or amount and in addition to all other taxes authorized to be levied in the County to the extent other funds of the County are not lawfully available and appropriated for such purpose. 10. Use of Proceeds Certificate and Certificate as to Arbitrage. The Chairman of the Board, the County Executive and such officer or officers of the County as either may designate, any of whom may act, are hereby authorized and directed to execute a Certificate as to Arbitrage and a Use of Proceeds Certificate each setting forth the expected use and investment of the proceeds of the Bonds and containing such covenants as may be necessary in order to show compliance with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations relating to the exclusion from gross income of interest on the Bonds and on the VPSA Bonds. The Board covenants on behalf of the County that (i) the proceeds from the issuance and sale of the Bonds will be invested and expended as set forth in such Certificate as to Arbitrage and such Use of Proceeds Certificate and that the County shall comply with the other covenants and representations contained therein and (ii) the County shall comply with the provisions of the Code so that interest on the Bonds and on the VPSA Bonds will remain excludable from gross income for Federal income tax purposes. 11. State Non-Arbitrage Program; Proceeds Agreement. The Board hereby determines that it is in the best interests of the County to authorize and direct the County Director of Finance to participate in the State Non-Arbitrage Program in connection with the Bonds. The Chairman of the Board, the County Executive and such officer or officers of the County as either may designate, any of whom may act, are hereby authorized and directed to execute and deliver a Proceeds Agreement with respect to the deposit and investment of proceeds of the Bonds by and among the County, the other participants in the sale of the VPSA Bonds, the VPSA, the investment manager and the depository, substantially in the form submitted to the Board at this meeting, which form is hereby approved. 12. Continuing Disclosure Agreement. The Chairman of the Board, the County Executive and such officer or officers of the County as either may designate, any of whom may act, are hereby authorized and directed to execute a Continuing Disclosure Agreement, as set forth in Appendix F to the Bond Sale Agreement, setting forth the reports and notices to be filed by the County and containing such covenants as may be necessary in order to show compliance with the provisions of the Securities and Exchange Commission Rule 15c2-12 and directed to make all filings required by Section 3 of the Bond Sale Agreement should the County be determined by the VPSA to be a MOP (as defined in the Continuing Disclosure Agreement). 13. Filing of Resolution. The appropriate officers or agents of the County are hereby authorized and directed to cause a certified copy of this Resolution to be filed with the Circuit Court of the County. 14. Further Actions. The members of the Board and ail officers, employees and agents of the County are hereby authorized to take such action as they or any one of them may consider necessary or desirable in connection with the issuance and sale of the Bonds and any such action previously taken is hereby ratified and confirmed. 15. Effective Date. This Resolution shall take effect immediately. The undersigned Clerk of the Board of Supervisors of the County of Albemarle, Virginia, hereby certifies that the foregoing constitutes a tree and correct extract from the minutes c f a meeting of the Board of Supervisors held on September 19, 2001, and of the whole thereof so far as applicable to the matters referred to in such extract. I hereby further certify that such meeting was a regularly scheduled meeting and that, during the consideration of the foregoing resolution, a quorum was present. Members present at the meeting were: Mr. Lindsay G. Dorrier, Jr.; Ms. Charlotte Y. Humphris; Mr. Walter F. Perkins; and Ms. Sally H. Thomas. Members absent from the meeting were: Mr. David P. Bowerman and Mr. Charles S. Martin. Members voting in favor of the foregoing resolution were: Mr. Lindsay G. Dorrier, Jr.; Ms. Charlotte Y. Humphris; Mr. Walter F. Perkins; and Ms. Sally H. Thomas. Members voting against the foregoing resolution were: (none). Members abstaining from voting on the foregoing resolution were: (none). WITNESS MY HAND and the seal of the Board of Supervisors of the County of Albemarle, Virginia, this 19th day of September, 2001. ~ Clch'k;'B'6ard of Supervisors of the C,o'ltmtty of - __ Albemarle, Virginia ff,// NO. TR-1 (FORM OF TEMPORARY BOND) UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA COUNTY OF ALBEMARLE General Obligation School Bond Series 200lA EXHIBIT A The COUNTY OF ALBEMARLE, VIRGINIA (the "County"), for value received, hereby acknowledges itself indebted and promises to pay to the VIRGINIA PUBLIC SCHOOL AUTHORITY the principal amount of DOLLARS ($ ), in annual installments in the amounts set forth on Schedule I attached hereto payable on July 15, 2002, and annually on July 15 thereafter to and including July 15,2021 (each a "Principal Payment Date"), together with interest from the date of this Bond on the unpaid installments, payable semi- annually on January 15 and July 15 of each year, commencing on July 15, 2002 (each an "Interest Payment Date"; together with any Principal Payment Date, a "Payment Date"), at the rates per annum set forth on Schedule I attached hereto, subject to prepayment or redemption as hereinafter provided. Both principal of and interest on this Bond are payable in lawful money of the United States of America. For as tong as the Virginia Public School Authority is the registered owner of this Bond, SunTrust Bank, Richmond, Virginia, or any successor appointed by the County as bond registrar and paying agent (the "Bond Registrar"), shall make all payments of principal, premium, if any, and interest on this Bond, without the presentation or surrender hereof, to the Virginia Public School Authority, in immediately available funds at or before 11:00 a.m. on the applicable A-1 Payment Date or date fixed for prepayment or redemption. If a Payment Date or date fixed for prepayment or redemption is not a business day for banks in the Commonwealth of Virginia or for the Commonwealth of Virginia, then the payment of principal of or premium, if any, or interest on this Bond shall be made in immediately available funds at or before 11:00 a.m. on the business day next preceding the scheduled Payment Date or date fixed for prepayment or redemption. Upon receipt by the registered owner of this Bond of said payments of principal, premium, if any, and interest, written acknowledgment of the receipt thereof shall be given promptly to the Bond Registrar, and the County shall be fully discharged of its obligation on this Bond to the extent of the payment so made. Upon final payment, this Bond shall be surrendered to the Bond Registrar for cancellation. The full faith and credit of the County are irrevocably pledged for the payment of the principal of and the premium, if any and interest on this Bond. The resolution adopted by the Board of Supervisors authorizing the issuance of the Bonds provides, and Section 15..2-2624, Code of Virginia 1950, as amended, requires, that there shall be levied and collected an annual / tax upon all taxable property in the County subjeet to local taxation sufficient to provide for the payment of the principal of and premium, if any, and interest on this Bond as the same shall become due which tax shall be without limitation as to rate or amount and shall be in addition to all other taxes authorized to be levied in the Cou not lawfully available and appropriated for such This Bond is duly authorized and issr Constitution and laws of the Commonwealth of 1991, Chapter 26, Title 15.2, Code of Virginia nty to the extent other funds of the County are urpose. ed in compliance with and pursuant to the Virginia, including the Public Finance Act of 950, as amended, and resolutions duly adopted A-2 by the Board of Supervisors of the County and the School Board of the County to provide funds for capital projects for school purposes. This Bond may be exchanged without cost, on twenty (20) days written notice from the Virginia Public School Authority, at the office of the Bond Registrar on one or more occasions for one or more temporary bonds or definitive bonds in marketable form and, in any case, in fully registered form, in denominations of $5,000 and whole multiples thereof, and having an equal aggregate principal amount,, having principal installments or maturities and bearing interest at rates corresponding to the maturities of and the interest rates on the installments of principal of this Bond then unpaid. This Bond is registered in the name of the Virginia Public School Authority on the books of the County kept by the Bond Registrar, and the transfer of this Bond may be effected by the registered owner of this Bond only upon due execution of an assignment by such registered owner. Upon receipt of such assignment and the surrender of this Bond, the Bond Registrar shall exchange this Bond for definitive Bonds as hereinabove provided, such definitive Bonds to be registered on such registration books in the name of the assignee or assignees named in such assignment. The principal installments of this Bond coming due on or before July 15, 2011, and the definitive Bonds for which this Bond may be exchanged that mature on or before July 15, 2011, are not subject to prepayment or redemption prior to their stated maturities. The principal installments of this Bond coming due after July 15, 2011, and the definitive Bonds for which this Bond may be exchanged that mature after July 15, 2011, are subject to prepayment or redemption at the option of the County prior to their stated maturities in whole or in part, on any date on or after July 15, 2011, upon payment of the prepayment or redemption prices (expressed A-3 as percentages of principal installments to be prepaid or the principal amount of the Bonds to be redeemed) set forth below plus accrued interest to the date set for prepayment or redemption: Dates Prices July 15,2011, through July 14, 2012 July 15, 2012, through July 14, 2013 July 15, 2013, and thereafter 102% 101 100 Provided, however, that the Bonds shall not be subject to prepayment or redemption prior to their stated maturities as described above without the prior written consent of the registered owner of the Bonds. Notice of any such prepayment or redemption shall be given by the Bond Registrar to the registered owner by registered mail nor more than ninety (90) and not less than sixty (60) days before the date fixed for prepayment or redemption. All acts, conditions and things required by the Constitution and laws of the Commonwealth of Virginia to happen, exist or be performed precedent to and in the issuance of this Bond have happened, exist and have been performed in due time, form and manner as so required, and this Bond, together with all other indebtedness of the County, is within every debt and other limit prescribed by the Constitution and laws of the Commonwealth of Virginia. IN WITNESS WHEREOF, the County of Albemarle has caused this Bond to be issued in the name of the County of Albemarle, Virginia, to be signed by its Chairman or Vice Chairman, its seal to be affixed hereto and attested by the signature of its Clerk or any of its Deputy Clerks, and this Bond ro be dated November __, 2001. COUNTY OF ALBEMARLE, VIRGINIA (SEAL) ATTEST: Clerk, Board of Supervisors of the County of Albemarle, Virginia A-4 Chairman, Board of Supervisors of the County of Albemarle, Virginia ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: the within Bond and irrevocably constitutes and appoints attorney to exchange said Bond for definitive bonds in lieu of which this Bond is issued and to register the transfer of such definitive bonds on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed: (NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include Membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, Registered Owner (NOTICE: The signature above must correspond with the name of the Registered Owner as it appears on the front of this Bond in every particular, without alteration or change.) STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-5 SCHEDULE I [to come from VPSA] RICHMOND 732059vi PROCEEDS AGREEMENT SABW Draft August 27, 2001 Respecting the Custody, Investment, and Disbursement of Proceeds of Local School Bonds Purchased by the Virginia Public School Authority with the Proceeds of Its $[ ] School Financing Bonds (1997 Resolution) Series 2001 B Dated November 8, 2001 Among Virginia Public School Authority Wachovia Bank, N.A. Evergreen Investment Management Company LLC and NYLIB1/857121/1 Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Table of Contents Page Recitals .......................................................................................................................... Definitions ..................................................................................................................... 3 Disposition of VPSA Bond Proceeds ........................................................................... 9 Establishment o£Accounts ......................................................................................... 10 Disposition of Local School Bond Proceeds .............................................................. 1 I ~vestmcnt of Principal Subaccount ........................................................................... 14 Disbursements from Principal Subaccount ................................................................. 14 Section 8. Investment of Income Subaccount .............................................................................. 15 Section 9. Income Subaccount ..................................................................................................... 15 Section 10.Investment Losses ....................................................................................................... 17 Section 11.Rebate Computations .................................................................................................. 18 Section 12.Transfers to Income Subaccount ................................................................................. 19 Section 13.Disposition of Excess Proceeds .................................................................................. 20 Section 14.Rebate Payments and Penalty Payments ..................................................................... 21 Section 15.Duties of VPSA ........................................................................................................... 22 Section 16.Duties of the Depository ............................................................................................. 23 Section 17.Duties of Local Units .................................................................................................. 23 Section 18.Responsibilities of the Investment Manager ............................................................... 24 Section 19.Costs ............................................................................................................................ 25 Section 20.Opinions of Counsel ................................................................................................... 25 Section 21 .Amendment ................................................................................................................. 25 Section 22.Notices ........................................................................................................................ 26 Section 23 .No Third Party Beneficiaries ...................................................................................... 27 NYLIB1/857121/1 i Section 24.Severability ................................................................................................................. 27 Section 25.No Personal Liability .................................................................................................. 28 Section 26.Applicable Law ........................................................................................................... 28 Section 27.Counterparts ................................................................................................................ 28 Section 28.Effective Date; Term ................................................................................................... 29 NYLIB1/857121/1 PROCEEDS AGREEMENT Respecting the Custody, Investment, and Disbursement of Proceeds of Local School Bonds Purchased by the Virginia Public School Authority with the Proceeds of Its $| | School Financing Bonds (1997 Resolution) Series 2001 B This PROCEEDS AGREEMENT, dated November 8, 2001 (this "Agreement"), is among the Virginia Public School Authority, a public body corporate and instrumentality of the Commonwealth of Virginia ("VPSA"), the [ | counties and [ 1 cities that are signatories to this Agreement (collectively, the "Local Units", and each a "Local Unit"), Wachovia Bank, N.A., a banking institution organized under the laws of the United States and having its principal office in Winston-Salem, North Carolina, and having an office in Richmond, Virginia, and Evergreen Investment Management Company LLC, a corporation organized under the laws of Delaware and having an office in Richmond, Virginia. All capitalized terms used herein shall have the meaning given to them in Section 2 hereof. The parties hereto agree and covenant as follows: Section 1. Recitals. A. On or before October 2, 2001,. VPSA and each of the Local Units entered into a Bond Sale Agreement, pursuant to which VPSA agreed to purchase, and the Local Unit agreed to sell its Local School Bonds. B. On October 17, 2001, VPSA's Bonds were awarded at competitive bidding to the Purchaser. The Purchaser is obligated by the terms of its bid to pay the purchase price for VPSA's Bonds on the Closing Date. VPSA will apply certain of the proceeds of the sale of VPSA's Bonds, together with other available money, to the purchase of the Local School Bonds on November 8, 2001, the Local School Bonds Closing Date. VPSA will also apply certain of NYLIB1/857121/I the proceeds of the sale of VPSA's Bonds, together with other available funds, to pay accrued interest and costs of issuance of the VPSA Bonds. C. The Code imposes requirements on VPSA and the Local Units selling their Local School Bonds to VPSA that must be met if interest on VPSA's Bonds and interest on the Local School Bonds are to be excludable from gross income for federal income tax purposes, including a requirement that in certain circumstances, certain investment income with respect to the Local School Bonds, which income is deemed for federal income tax purposes to be investment income of VPSA's Bonds, be subject to payment, or in lieu thereof certain payments be made, to the United States Treasury. D. VPSA has determined that in order to fulfill its representations respecting the maintenance of the exclusion of the interest on VPSA's Bonds from gross income for federal income tax purposes, VPSA must establish a mechanism to provide accountability for the custody, investment and disbursement of the proceeds of VPSA's Bonds and the proceeds of the Local School Bonds. E. It is the purpose of this Agreement to enable VPSA (i) to fulfill the representations mentioned in the preceding subsection; (ii) subject to the constraints of the Code affecting the investment of the proceeds of tax-exempt obligations, to achieve the optimum, practicable income by the professional management of the investment and reinvestment of the proceeds of the Local School Bonds; (iii) to provide for the custody, investment and disbursement of the proceeds of the Local School Bonds, and for the maintenance of appropriate records thereof; (iv) to meet the rebate requirement imposed by Section 148(f) of the Code, in part through the payment of either the Local Unit Rebate Requirement by each of the Local Units or the Penalty if the Penalty Election has been made on behalf of a Local Unit; and (v) to provide NYLIB1/857121/I 2 for the allocation and payment of the costs associated with the establishment and maintenance of this Agreement. F. The purposes set forth in the preceding subsection E shall be accomplished through SNAP. The proceeds of the Local School Bonds shall be invested in accordance with the Information Statement. Any statements of facts contained in these recitals pertaining to the sale of the VPSA's Bonds and the application of such proceeds, other than the purchase of the Local School Bonds, will not be deemed to be made by the Local Units except to the extent they have knowledge of such facts. Section 2. Definitions. In addition to the words and terms elsewhere defined in this Proceeds Agreement including the Exhibits attached hereto, the following words and terms shall have the following meanings: "Aggregate Local Units Rebate Requirement" shall be the amount calculated pursuant to the Letter Agreement. "Agreement" or "Proceeds Agreement" shall mean the Proceeds Agreement, dated November 8, 2001, among the Authority, the Local Units, the Depository and the Investment Manager. "Authorized Representative" shall mean, as applied to VPSA, the Depository, the Investment Manager and the Local Units, the person or each of the persons thereby designated, fi:om time to time, in accordance with and as listed on the page of this Agreement executed by such party. NYLIB1/g57121/1 3 "Available Construction Proceeds" shall mean, as applied to each Local Unit, the sum of (i) the amount initially deposited to the Principal Account of such Local Unit pursuant to Section 5 hereof, and (ii) the investment earnings thereon, reduced by the amount of issuance costs financed by such Local Unit's Local School Bonds. In the event that the Local Unit has made the Bifurcation Election on its signature page, "Available Construction Proceeds" shall mean the sum of the amount set forth on the signature page as the portion of the issue used for construction and the investment earnings thereon, reduced by the amount set forth on the signature page as allocable to issuance expenses. "Bifurcation Election", with respect to each issue of Local School Bonds, shall mean the election made by the Local Unit to treat a portion of its Local School Bonds used for construction as a separate issue pursuant to Section 148(f)(4)(C)(v) of the Code. "Bond Sale Agreements" shall refer to the respective Bond Sale Agreements, dated as of October 2, 2001, between VPSA and each Local Issuer. "Capital Expenditure" shall mean any cost of a type that is properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principles as determined at the time the expenditure is paid with respect to the property. "Capital Project" shall mean all Capital Expenditures, plus related working capital expenditures to which the de minimis exception provided by Section 1.148-6(d)(3)(ii)(A) of the Treasury Regulations to the proceeds-spent-last rule applies, that carry out the governmental purpose of the Local School Bond issue. "Closing Date" shall mean the date of delivery by the VPSA of the VPSA Bonds to the Purchaser. The Closing Date is scheduled to be November 8, 2001. NYLIB1/857121/1 4 "Code" shall mean the Internal Revenue Code of 1986, as amended. "Computation Date" shall mean each of the Installment Computation Dates and the Final Computation Date. "Contract" shall mean the Contract respecting the Virginia State Non-Arbitrage Program, between the Treasury Board of the Commonwealth of Virginia and the Investment Manager, including the Depository Agreement appearing as Appendix A thereto. "Depository" shall mean Wachovia Bank, N.A., a banking institution organized under the laws of the United States of America and having its principal office in Winston-Salem, North Carolina and an office in Richmond, Virginia and its future successors and assigns under the Depository Agreement. "Eighteen-Month Exception" shall mean the exception to the Rebate Requirement provided by Treasury Regulation Section 1.148-7(d). "Final Computation Date" shall mean the date the last bond that is part of the issue of VPSA's Bonds is discharged. "Gross Proceeds" shall have the meaning given to such term in the Letter Agreement. "Income Subaccount" shall mean the Income Subaccount established pursuant to Section 4 of this Proceeds Agreement for each Local Unit and (ii) both Income Subaccounts established pursuant to Section 4(b) of this Proceeds Agreement for the Local Units described therein. "Income Subaccount Set Aside" shall have the meaning given to such term by Section 9(b) of this Agreement. NYLIB1/857121/1 5 "Individual Portfolio" shall have the meaning given to such term in the Information Statement. "Information Statement" shall mean the current Information Statement describing SNAP, as the same may be supplemented and amended. "Installment Computation Dates" shall mean November 8, 2006, and each fifth (5th) anniversary date thereafter. "Investment Manager" shall mean the investment manager of SNAP and its successors and assigns, on the Closing Date being Evergreen Investment Management Company LLC, a corporation organized under the laws of Delaware and having an office in Richmond, Virginia. "Investment Report" shall have the meaning given to such term in Part A of the Letter Agreement. "Letter Agreement" shall mean the Letter Agreement, dated the date hereof, attached to this Agreement as Exhibit C. "Local School Bonds" shall mean general obligation school bonds of a Local Unit having the terms and provisions required by the Bond Sale Agreement. "Local School Bonds Closing Date" shall mean the Closing Date, except as otherwise provided on the page of this Agreement executed by a Local Unit; provided, however, the Local School Bonds Closing Date with respect to an issue of Local School Bonds shall not be deemed to have occurred until the related Local Unit shall have delivered the Local School Bonds to VPSA and otherwise complied with the terms of its Bond Sale Agreement. "Local Unit" or "Local Units" shall have the meaning accorded to such term by the first paragraph of this Agreement. NYLIB1/857121/1 6 "Local Unit Rebate Computation", with respect to each issue of Local School Bonds, shall mean a Rebate Computation for each Local Unit made on each Computation Date pursuant to Section 11 of this Proceeds Agreement. "Local Unit's Rebate Requirement", with respect to each issue of Local School Bonds, shall mean the amount payable to the United States Treasury calculated pursuant to the Letter Agreement. "Penalty" shall mean the amount that must be paid to the United States Treasury pursuant to the Penalty Election. "Penalty Election", with respect to each issue of Local School Bonds, shall mean the election made by the Local Unit to pay a penalty in lieu of rebate pursuant to Section 148(f)(4)(C)(vii) of the Code. "Principal Subaccount" shall mean the Principal Subaccount established pursuant to Section 4(a) of this Proceeds Agreement for each Local Unit and (ii) both Principal Subaccounts established pursuant to Section 4(b) of this Proceeds Agreement for the Local Units described therein. "Proceeds Account" shall mean, with respect to each Local Unit, its account established under Section 4 of this Proceeds Agreement. "Purchaser" shall mean [. ], the bidder offering to pay the lowest tree interest cost of VPSA's Bonds and to which VPSA awarded VPSA's Bonds at a competitive sale. "Rebate Calculation Agent" shall have the meaning given to such term in the Letter Agreement. NYLIB1/857121/1 7 "Rebate Computation" shall mean the computation, as of a Computation Date, of the Local Unit Rebate Requirement to such Computation Date. The amount so computed may be a positive or a negative number. "Rebate Exceptions" shall mean the Spending Exceptions and the Small-Issuer Exception, collectively. "Rebate Report" shall mean the Local Unit Rebate Computations. "Rebate Requirement" shall mean the rebate requirement imposed by Sections 148(0(2) and (3) of the Code. "Six-Month Exception" shall mean the exception to the Rebate Requirement provided by Section 148(f)(4)(B) of the Code. "Small-Issuer Exception" shall mean the exception to the Rebate Requirement provided by Section 148(f)(4)(D) of the Code. "SNAP" shall mean the State Non-Arbitrage Program established pursuant to Article 7.1, Chapter 14, Title 2.1, Code of Virginia, as amended. "SNAP Documents" shall mean the Information Statement and the Contract. "Spending Exceptions" shall mean the Six-Month Exception, the Eighteen-Month Exception and the Two-Year Exception, collectively. "Two-Year Exception" shall mean the exception to the Rebate Requirement provided by Section 148(f)(4)(C) of the Code. "VPSA" shall mean the Virginia Public School Authority, a public body corporate and instrumentality of the Commonwealth of Virginia. "VPSA's Bond Yield" shall mean the Yield on VPSA's Bonds as set forth in the Letter Agreement. As provided in Treasury Regulation Section 1.148-4(a), the yield on each NYLIB1/857121/1 8 issue of Local School Bonds of a Local Unit the interest on which is excluded from gross income shall equal the VPSA's Bond Yield. "VPSA's Bonds" shall mean the $[ ] aggregate principal amount of VPSA's School Financing Bonds (1997 Resolution) Series 2001 B. "Withdrawal Date" shall mean the date as of which an interim Rebate Calculation is made pursuant to Section 9 of this Proceeds Agreement. "Yield" shall have the meaning accorded to such term by the Letter Agreement. Section 3. Disposition of VPSA Bond Proceeds. A. Prior to the Closing Date, each Local Unit will complete and submit, to the Investment Manager, the program registration form and the SNAP account registration form annexed to the Information Statement. B. On the Closing Date, VPSA will transfer to the Depository for deposit in SNAP, in immediately available funds, an amount equal to the aggregate purchase price of all of the Local School Bonds ($[ ]). C. Each Local Unit hereby agrees to adhere strictly to the prescribed and recommended procedures described in the Information Statement. Each Local Unit hereby further agrees that it will not deviate from or request an exception to such procedures without first obtaining the prior written approval of VPSA. In the event of a conflict between the provisions of this Agreement and the Information Statement, the provisions of this Agreement shall control. NYLIB1/857121/1 9 Section 4. Establishment of Accounts. (a) Except as provided in Section 4(b) below, the Investment Manager will establish on its books for each Local Unit one (1) account and two (2) subaccounts therein as follows: VPSA-(Name of Local Unit) Proceeds Account - Series 2001 B Issue Principal Subaccount Income Subaccount (b) The Investment Manager shall establish on its books for [ ], within the one (1) Proceeds Account for each such Local Unit, two (2) subaccounts therein, and two subaccounts within each such subaccount, as follows: VPSA- (Name of Local Unit) Proceeds Account -Series 2001 B Issue Non Subsidy Subaccount Principal Subaccount Income Subaccount Subsidy Subaccount Principal Subaccount Income Subaccount The amounts in the Principal Subaccounts and Income Subaccounts of each of these Local Units shall be combined for purposes of this Agreement. Requisitions from [ ] shall specify the Subaccount from which moneys are being requisitioned. If a Local Unit has elected to treat a portion of its Local School Bonds issue used for construction as a separate issue as set forth on its signature page, the Investment Manager shall maintain such records as necessary to determine the portion of the Principal Subaccount and Income Subaccount of such Local Unit allocable to the construction issue and the non- construction issue. Section 5. Disposition of Local School Bond Proceeds. A. The Investment Manager shall allocate the proceeds of the Local School Bonds on the Local School Bonds Closing Date(s) to the Local Unit(s), dollar for dollar, in NYLIB1/857121/1 10 accordance with the respective purchase prices of their Local School Bonds set forth in Exhibit A to this Agreement. There is no accrued interest on the Local School Bonds. Except as provided in Section 5(B) ([ ]) below, the proceeds of VPSA's Bonds allocated to each Local Unit shall be credited to the Principal Subaccount of the Local Unit in the amounts set forth in Exhibit A with respect to the Subsidy Local School Bonds and/or the Non-Subsidy Local School Bonds, as the case may be. B. [. .]. Section 6. Investment of Principal Subaccount. The Investment Manager shall invest and reinvest moneys to the credit of the Principal Subaccount of each Local Unit for the benefit of such Local Unit in accordance with the provisions of the Information Statement and Section 18 of this Agreement. The Investment Manager shall credit to the Local Unit's Income Subaccount all income and profits from the investment and reinvestment of moneys to the credit of its respective Principal Subaccount. Section 7. Disbursements from Principal Subacconnt. Beginning on its Local School Bonds Closing Date, each Local Unit may at any time withdraw all or any portion of the proceeds of its Local School Bonds credited to its Principal Subaccount (including amounts transferred to the credit of the Principal Subaccount from the Income Subaccount pursuant to Section 9), in accordance with the Information Statement and, in the case of a reimbursement to the Local Unit, by filing with the Investment Manager a requisition or requisitions therefor in the form of Exhibit B to this Agreement signed by an Authorized Representative of the Local Unit. Notwithstanding anything to the contrary in the Information Statement, the Investment Manager agrees that, in the case of a reimbursement NYLIB1/S57121/1 1 1 to the Local Unit, it shall not disburse any money from the Principal Subaccount unless and until it has received such requisition from the Local Unit. Section 8. Investment of Income Subaeeount. The Investment Manager shall invest and reinvest moneys to the credit of the Income Subaccount of each Local Unit for the benefit of such Local Unit in accordance with the provisions of the Information Statement and Section 18 of this Agreement. The Investment Manager shall credit to the Local Unit's Income Subaccount all income and profits from the investment and reinvestment of moneys to the credit thereof. Section 9. Income Subaeeount. A. The Investment Manager will notify a Local Unit and VPSA when the balance to the credit of the Principal Subaccount of such Local Unit shall have been reduced to zero ($0). Such Local Unit may then withdraw from its Income Subaccount an amount not in excess of the amount then to the credit of its Income Subaccount if the Local Unit qualifies for any one of the Rebate Exceptions or if such withdrawal is necessary to qualify for one of the Spending Exceptions. 1. In order to qualify for the SmalMssuer Exception, the Local Unit must deliver to VPSA and the Investment Manager no later than the end of calendar year 2001 (a) a letter from, or opinion of, nationally recognized bond counsel that the Local School Bonds of such Local Unit purchased by VPSA with the proceeds of the VPSA's Bonds will be treated as meeting the requirements of Code Sections 148(f)(2) and (3), pursuant to Code Section 148(f)(4)(D); and (b) the Local Unit's covenant that it shall provide for the payment or reimburse VPSA for its payment of the Local Unit's Rebate Requirement NYLIB1/857121/1 12 in the event that the Local School Bonds of such Local Unit fail to meet all of the requirements of the Small Issuer Exception. 2. In order to determine if a Local Unit qualifies for either the Six-Month Exception or the Eighteen-Month Exception, the Investment Manager shall advise each Local Unit and VPSA of the amount that has been disbursed from the Principal Subaccount and the Income Subaccount of such Local Unit (a) six (6) months from the Local School Bonds Closing Date, (b) twelve (12) months from the Local School Bonds Closing Date, and (c) eighteen (18) months from the Local School Bonds Closing Date. To facilitate such determination, each Local Unit shall set forth on the signature page for such Local Unit the amount of investment proceeds that such Local Unit reasonably expects as of the Local School Bonds Closing Date to earn. 3. In order to determine if a Local Unit qualifies for the Two-Year Exception, the Investment Manager shall advise each Local Unit and VPSA, of the amount of Available Construction Proceeds that has been disbursed from the Principal Subaccount and the Income Subaccount of such Local Unit (a) six (6) months fi'om the Local School Bonds Closing Date, (b) twelve (12) months from the Local School Bonds Closing Date, (c) eighteen (18) months from the Local School Bonds Closing Date, and (d) twenty-four (24) months from the Local School Bonds Closing Date. To facilitate such determination, each Local Unit shall set forth on the signature page for such Local Unit the amount of investment proceeds that such Local Unit reasonably expects as of the Local School Bonds Closing Date to earn and the elections that it requests VPSA to make on its behalf. Furthermore, such Local Unit shall set forth in a certificate delivered to NYLIB1/857121/1 13 VPSA on the Local School Bonds Closing Date such facts and circumstances as necessary to show that it reasonably expects to qualify for the Two-Year Exception. 4. The portion of the proceeds of the VPSA Bonds applied to purchase the [ ] Bonds do not qualify for the Eighteen-Month Exception or Two-Year Exception. B. Except to the extent that a Penalty Election has been made on behalf of a Local Unit, if the Local Unit fails to qualify for one of the Spending Exceptions, or is otherwise subject to the Rebate Requirement, then prior to a withdrawal from its Income Subaccount and upon receipt of such notification, the Local Unit shall promptly request, pursuant to the terms of the Information Statement, an interim Rebate Computation with respect to such Local Unit or an estimate of such Local Unit's Rebate Requirement for purposes of determining what mount, if any, to the credit of the Income Subaccount may be subject to rebate. Any estimate of the Local Unit's Rebate Requirement made by the Investment Manager shall also be provided to VPSA in writing. Notwithstanding anything to the contrary in the Information Statement, no disbursement will be made from the Income Subaccount until the aforementioned calculation shall have been made. The amount to the credit of the Income Subaccount that may be subject to rebate is the Income Subaccount Set Aside. On the Withdrawal Date, the Investment Manager shall (i) reserve, in the Income Subaccount, the amount of the "Income Subaccount Set Aside" until the next Rebate Computation required by Section 11 shall have been made and (ii) credit the remaining balance to the credit of the Income Subaccount to the credit of the Local Unit's Principal Subaccount. NYLIB1/857121/1 14 Section 10. Investment Losses. The Investment Manager shall charge any loss realized from the investment or reinvestment of moneys to the credit of the Income Subaccount and the Principal Subaccount of a Local Unit as follows: 1. losses on moneys to the credit of the Principal Subaccount shall be charged thereto; and 2. losses on moneys to the credit of the Income Subaccount shall be charged first to the Principal Subaccount and then to the Income Subaccount. Section 11. Rebate Computations. On or before each Computation Date, VPSA will prepare, or cause to be prepared, in accordance with the provisions of the Letter Agreement the Local Unit Rebate Computations. The Local Unit Rebate Computation for each Local Unit shall be made on the basis of the Investment Reports maintained by the Investment Manager for each Proceeds Account. [With respect to the amounts on deposit in the [ , and ] Transferred Proceeds Account[s], such amounts will be taken into account for purposes of the Local Unit Rebate Computation for County, respectively as applicable, only if the County, County and Note, Note and Note, respectively as applicable, do not qualify for one of the Spending Exceptions or if the Note, Note and Note, respectively as applicable, fail to meet all of the requirements of the Small Issuer Exception.] As set forth in the Letter Agreement, the Local Unit Rebate Requirement shall be calculated separately for each Local Unit. If it is determined, however, that the Local Unit Rebate Requirement is required to be calculated in the aggregate, the Local Unit Rebate NYLIB1/857121/1 1 5 Requirement for each Local Unit shall be equal to a percentage of the Aggregate Local Units Rebate Requirement determined by multiplying the Aggregate Local Units Rebate Requirement by a fraction, the numerator of which is the positive Local Unit Rebate Requirement calculated separately and the denominator of which is the sum of all of the positive Local Unit Rebate Requirements calculated separately. If any provision of this Agreement shall become inconsistent with any regulation or regulations promulgated under Section 148(f) of the Code subsequent to the date hereof, VPSA hereby agrees and covenants to prepare, or cause to be prepared, as soon as practicable, a Local Unit Rebate Computation for each Local Unit, in compliance with such regulation or regulations, and VPSA, the Investment Manager and each of the Local Units hereby further agree and covenant immediately to make any and all transfers and payments required by Sections 12 and 14 of this Agreement from any moneys on deposit in the Income Subaccount and any other moneys of the Local Unit legally available for such purpose. Section 12. Transfers to Income Subaccount. Upon receipt by a Local Unit of the Rebate Report fi.om VPSA, if the amount on deposit in the Local Unit's Income Subaccount (including the Income Subaccount Set Aside) is less than the Local Unit Rebate Requirement of such Local Unit, the Investment Manager shall promptly charge the Principal Subaccount of such Local Unit an amount equal to the deficiency and credit its Income Subaccount such amount. To the extent that the amount on deposit in the Principal Subaccount is insufficient to remedy the deficiency, the Investment Manager shall advise VPSA and such Local Unit of the amount of the remaining deficiency, and, to the extent permitted by law, the Local NYLIB1/857121/1 16 Unit agrees to transfer promptly to the Depository, from any funds that are or may be made legally available for such purpose, the amount equal the remaining deficiency. To the extent that the amount on deposit in the Income Subaccount exceeds the Local Unit Rebate Requirement for the Local Unit, such excess shall be transferred to the Principal Subaccount of the Local Unit. Section 13. Disposition of Excess Proceeds. A. When a Local Unit shall certify to VPSA and the Investment Manager that there are balances to the credit of the Local Unit's Principal Subaccount or Income Subaccount that will not be used for Capital Projects prior to November 8, 2004, such amount shall be retained in the Proceeds Account and, to the extent such amount is not required to be deposited to the Income Subaccount pursuant to Section 12, VPSA will, except as provided in the last sentence of this Section 13A, direct the Depository to apply such amount to redeem such Local Unit's Local School Bonds on the earliest possible date that such Bonds may be called without a penalty or premium. Notwithstanding the foregoing, when a Local Unit shall certify to VPSA and the Investment Manager that it has made an election under Section 148(f)(4)(C)(viii) or (ix) of the Code to terminate the Penalty Election, and that, pursuant to Code Section 148(f)(4)(C)(viii)(III) of such termination election, such Local Unit indicates the amount of Available Construction Proceeds to be applied to the redemption of its Local School Bonds and the date of such redemption, VPSA will direct the Investment Manager and the Depository to apply such amount toward the redemption of such Local Unit's Local School Bonds on the date indicated. B. In the event that there are any balances remaining on deposit in either the Principal Subaccount or Income Subaccount of any Local Unit on November 8, 2004, such NYLIB1/S57121/1 17 amounts will be invested by the Investment Manager in an Individual Portfolio at a Yield not in excess of the VPSA's Bond Yield or in tax-exempt obligations. [With respect to the [ ] Transferred Proceeds Account, in the event that there are any balances remaining on deposit in such account on [ ], such amounts will be invested by the Investment Manager in an Individual Portfolio at a Yield not in excess of the VPSA's Bond Yield or in tax exempt investments.] Section 14. Rebate Payments and Penalty Payments. A. The Local Unit Rebate Requirement of each Local Unit shall be paid to the United States Treasury at the direction of VPSA on behalf of and for the accounts of the Local Unit and VPSA in accordance with the Letter Agreement. B. The payment of the Local Unit Rebate Requirement of each Local Unit shall be in partial satisfaction with respect to the VPSA's Bonds, and total satisfaction with respect to the proceeds of the Local School Bonds on deposit in the Proceeds Account, of the requirements of Section 148(0 of the Code except to the extent that such issue of Local School Bonds may be treated as a composite issue under Treasury Regulation §1.150-1(c) with another issue of obligations. C. Notwithstanding anything to the contrary herein, if VPSA has made the Penalty Election on behalf of a Local Unit and if such Local Unit fails to qualify for one of the Spending Exceptions, then, prior to any further disbursements from the Principal Subaccount or Income Subaccount, the Local Unit shall promptly request, pursuant to the terms of the Information Statement, a computation of the amount of the Penalty that must be paid to the United States Treasury pursuant to the Penalty Election. NYLIB1/S57121/I 18 If the amount on deposit in the Local Unit's Income Subaccount and Principal Subaccount is less than the amount of the Penalty due by such Local Unit, the Investment Manager shall advise VPSA and such Local Unit of the amount of the deficiency, and to the extent permitted by law, the Local Unit agrees to transfer promptly to the Depository, from any funds that are or may be made legally available for such purpose, the amount of the deficiency. The Penalty of each Local Unit shall be paid to the United States Treasury at the direction of VPSA on behalf of and for the accounts of the Local Units no later than ninety (90) days after the end of the spending period to which the Penalty relates. Section 15. Duties of VPSA. VPSA shall carry out its duties and responsibilities under this Agreement and may retain agents, independent contractors and others that it deems qualified to carry out any or all of such duties and responsibilities. VPSA shall carry out, or cause to be carried out, all of its responsibilities under the Letter Agreement. VPSA shall retain a copy of all Rebate Computations for at least six (6) years after the retirement o f the last of VP SA' s Bonds. VPSA agrees that, except as provided in this Agreement, any rebate liability that VPSA may have on account of the investment and reinvestment of the Gross Proceeds of VPSA's bonds, including, by way of example and not of limitation, any rebate liability as a result of the investment of money credited to funds and accounts created under its bond resolutions or as a result of the advance refunding of its bonds, shall be the sole responsibility of VPSA and not any Local Unit. NYLIB1/857121/1 19 Section 16. Duties of the Depository. The Depository shall carry out its duties and responsibilities under the SNAP Documents and this Agreement. Section 17. Duties of Local Units. A. The Local Units will cooperate with VPSA, the Investment Manager and the Depository in order to ensure that the purposes of this Agreement are fulfilled. To that end, each Local Unit covenants and agrees that it will take any and all action and refrain from taking any and all action, as recommended by its bond counsel, to maintain the exclusion from gross income for federal income tax purposes of interest on its Local School Bonds to the same extent such interest was so excludable on the Closing Date. B. If a Local Unit is required to restrict the Yield on its investments, in order to comply with such covenant or to maintain the exclusion from gross income for federal income tax purposes of the interest on VPSA's Bonds, it shall timely notify the Investment Manager to restrict such Yield to the VPSA's Bond Yield. Each Local Unit agrees not to charge its general fund or otherwise set aside or earmark fimds with which to pay debt service on its Local School Bonds (other than as a budget item) prior to the date of payment thereof to VPSA. C. Each Local Unit agrees to provide for the payment of its Local Unit Rebate Requirement and/or Penalty and acknowledges that the payment of its Local Unit Rebate Requirement and/or Penalty is necessary to maintain the exclusion from gross income for federal income tax purposes of interest on its Local School Bonds as well as the VPSA's Bonds. Each Local Unit agrees to complete and to provide to VPSA such forms as VPSA may request for filing in connection with the payment of the Local Unit Rebate Requirement and/or Penalty. NYLml/857121/1 20 D. Each Local Unit hereby covenants and represents that neither the Local Unit nor any related party, as defined in Section 1.150-1(b) of the Treasury Regulations, to such Local Unit, pursuant to any arrangement, formal or informal, will purchase the VPSA's Bonds in an amount related to the amount of Local School Bonds to be acquired from such Local Unit by VPSA. Section 18. Responsibilities of the Investment Manager. The Investment Manager shall be the agent of, and serve at the expense of, the Local Units, to manage and direct the temporary investment and reinvestment of all moneys to the credit of the Proceeds Accounts pending their disbursement to the Local Units and to make such computations as required by this Agreement. In general, the duties of the Investment Manager shall include those described in the SNAP Documents. In particular, the Investment Manager will direct the investment and reinvestment of moneys to the credit of the Subaccounts of each Local Unit in accordance with the Information Statement, the Contract and this Agreement. Section 19. Costs. Costs of SNAP are payable as provided in the Information Statement. The difference in the interest rates between VPSA's Bonds and the Local School Bonds shall be collected and retained by VPSA as partial payment of the administrative costs incurred by VPSA in connection with issuing, carrying, and repaying VPSA's Bonds, and the underwriting discount, if any, and the cost of purchasing, carrying, and selling or redeeming the Local School Bonds. VPSA will not charge any other fee to the Local Units for its services or seek NYLIB1/857121/1 21 reimbursement for its fees and expenses, including counsel fees, incurred in connection with the discharge of its duties and responsibilities under this Agreement. Section 20. Opinions of Connsel. On the Closing Date, VPSA and each Local Unit shall famish an opinion of counsel addressed, in the case of counsel to VPSA, to all the Local Units, and in the case of counsel to the Local Units, to VPSA, to the effect that the obligations of its client under this Agreement are valid, binding and enforceable against such client in accordance with its terms. Section 21. Amendment. This Agreement may be amended only with the consent of all the affected parties; provided, however, that this Agreement shall be amended whenever, in the judgment of VPSA, based on an opinion of its counsel, such amendment is required in order to insure that interest on VPSA's Bonds shall remain excludable from gross income for federal income tax purposes to the same extent it was, in the opinion of such counsel, so excludable on the Closing Date. VPSA shall offer to amend this Agreement whenever it shall in good faith determine, based on an opinion of its counsel, that any one or more of the restrictions or requirements imposed by this Agreement upon the Local Units, or any of them, may be removed or modified without adversely affecting the exclusion of interest on VPSA's Bonds from gross income for federal income tax purposes. Section 22. Notices. Whenever notice is to be given pursuant to the provisions of this Agreement, such notice shall be deemed to have been satisfactorily given on the same day if hand delivered or telecopied during regular business hours or three (3) days after the date of postmark if mailed, first class mail, postage prepaid, as follows: NYLIB1/857121/I 22 If to VPSA, to byhand by mail by telecopier in any case Virginia Public School Authority c/o State Treasurer 3rd Floor, James Monroe Building 101 North 14th Street Richmond, Virginia 23219 Post Office Box 1879 Richmond, Virginia 23218-1879 (804) 225-3187 Attention: Public Finance Manager If to the Depository, to By hand By mail By telecopier In any case Wachovia Bank, N.A. 1021 East Cary Street Richmond, Virginia 23219 Post Office Box 27602 Richmond, Virginia 23261 (804) 697-7370 Attention: Anthony J. Conte Senior Vice President If to the Investment Manager, to By hand By mail By telecopier In any case Evergreen Investment Management Company LLC 951 East Byrd Street Riverfront Plaza, 6th Floor RichmOnd, Virginia 23219 951 East Byrd Street Riverfront Plaza, 6th Floor Richmond, Virginia 23219 (804) 344-6520 Attention: A1 Samper Senior Vice President NYLIB1/857121/1 23 If to a Local Unit, to the address or telecopier number indicated on the page of this Agreement executed by such Local Unit. Any such address or number may be changed by written notice given to all the other parties to this Agreement and the Investment Manager, except that a Local Unit need give such notice only to VPSA, the Depository and the Investment Manager. Section 23. No Third Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto any right, remedy or claim, legal or equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto. Section 24. Severability. In case any one or more of the provisions of this Agreement shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein. In case any covenant, stipulation, obligation or agreement contained in this Agreement shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the affected party to the full extent permitted by law. Section 25. No Personal Liability. All covenants, stipulations, obligations and agreements of VPSA contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of VPSA to the full extent authorized by the laws and permitted by the Constitution of Virginia. No NYLIB1/S57121/1 24 covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, employee or agent of VPSA or any Local Unit in his individual capacity. No member, officer, employee or agent of VPSA or any Local Unit shall incur any personal liability in acting or proceeding or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement and the applicable laws of the Commonwealth of Virginia. Section 26. Applicable Law. This Agreement is executed with the intent that the laws of the Commonwealth of Virginia shall govern its construction. Section 27. Counterparts. This Agreement may be executed in one or more counterparts. NYLIB1/857121/1 25 Section 28. Effective Date; Term. This Agreement shall take effect on the Closing Date and shall expire on the date on which VPSA shall make the final rebate payment required by Part D of the Letter Agreement. Virginia Public School Authority By: Nallle: Title: Richard A. Davis Assistant Secretary and Assistant Treasurer Wachovia Bank, N.A. By: Name~ Title: Anthony J. Come Senior Vice President Evergreen Investment Management Company LLC By: Name: A1 Samper Title: Senior Vice Presidem NYLIB1/S57121/I 26 NAME OF ISSUER: Page 1 of 2 A. Address for notices, by hand, by mail and by telecopier, if any, as referred to in Section 22 above: B. Authorized Representative(s): Name Title Specimen Signature C. Local School Bonds Closing Date (if not November 8, 2001, enter Date of Issue of Local School Bonds): D. Is the Small Issuer Exception applicable to this Issuer? (If yes, an opinion of Bond Counsel and Issuer's covenant is required as per Section 9 herein). Yes No E. Eighteen Month Exception Estimated Investment Earnings for purposes of the Eighteen-Month Exception: $ If any proceeds are used to refund prior debt, please indicate: (a) proceeds used to refund prior debt: $ (b) issuance expense allocable to the refunding portion of the issue: $ NYLIB1/857121/1 27 NAME OF ISSUER: Page 2 of 2 F. Elections with respect to Two-Year Exception: 1. Election to use actual facts in lieu of reasonable expectations for purposes of the Two-Year Exception: Yes No 2. Estimated Investment Earnings: $ 3. If any proceeds are used to refund prior debt, please indicate: (a) proceeds used to refund prior debt: $ (b) issuance expenses allocable to the refunding portion of the issue: $ 4. Bifurcation Election to treat the portion of the issue used .for construction as a separate issue: Yes No If yes, state the portion of the issue used for construction and non-construction, respectively; (the sum of the following amounts must equal the issue price of $ reduced by any portion used for refimding purposes): (a) portion of the issue used for construction: $ (b) issuance expenses allocable to the construction portion of the issue: $ (c) portion of the issue used for non-construction: $ (d) issuance expenses allocable to the non-construction portion of the issue: $ 5. Penalty Election to pay One and One-Half Percent Penalty in lieu of rebate: Yes No City/County By: Name: Title: NYLIB1/857121/1 28 Exhibit A Page 1 of 2 LOCAL SCHOOL BONDS- NON-SUBSIDY Local Unit Principal Amount of Bonds Purchase Price TOTAL: NYLIB1/857121/1 A-1 Exhibit A Page 2 of 2 LOCAL SCHOOL BONDS- SUBSIDY Local Unit Principal Amount of Bonds Purchase Price Total: NYLIB1/857121/1 A-2 Exhibit B [No requisition is required in conjunction with a check payable to a vendor in respect of an invoice due and payable.] FORM OF REQUISITION FOR REIMBURSEMENT BY PRE-AUTHORIZED WIRE [To be used for REIMBURSEMENT to a Local Unit fi:om Local School Bond proceeds for an invoice or obligation that has been paid and is eligible for payment from Local School Bond proceeds.] Evergreen Investment Management Company LLC 901 East Byrd Street Riverfront Plaza, 6th Floor Richmond, Virginia 23219 VIRGINIA PUBLIC SCHOOL AUTHORITY [Name of Local Unit] BOND PROCEEDS ACCOUNT - SERIES 2001 B ISSUE Requisition from the Principal Subaccount Requisition No. ("item number") This requisition for payment fi:om the Principal Subaccount of the Proceeds Account is submitted in accordance with the provisions of the Proceeds Agreement dated November 8, 2001, among the Virginia Public School Authority ("VPSA"), the undersigned (the "Local Unit") and the other units of local government signatory thereto, Evergreen Investment Management Company LLC, as Investment Manager and Wachovia Bank, N.A., as Depository. You are hereby notified that you are authorized and directed by the Local Unit to pay the following obligation fi:om the Principal Subaccount: NYLIB1/857121/1 B-1 1. The item number of such payment: 2. The amount[s] to be paid: $ 3. incurred: 4. The date(s) the expenditure(s) was/were made: To reimburse the Local Unit for costs of the Local Unit through ,20_ as follows: Purpose by general classification for which such obligation was School paid by the Dated 5. A copy of each supporting [invoice, work order, statement] for which reimbursement is to be made is attached hereto. 6. The obhgation[s] in the stated amount[s] have been paid, and each item thereof is a proper charge against the proceeds of the Local Unit's Proceeds Account and has not been the subject of a previous withdrawal from the Proceeds Account. 7. All of which is hereby certified. [Name of Local Unit] By: Authorized Local Unit Representative NYLIB 1/857121/1 B-2 Virginia Public School Authority 101 North 14th Street Richmond, Virginia 23219 Exhibit C LETTER AGREEMENT November 8, 2001 Re: Custody, Investment, and Disbursement of Proceeds of Local School Bonds Purchased by the Virginia Public School Authority with the Proceeds of Its $ School Financing Bonds (1997 Resolution) Series 2001 B This LETTER AGREEMENT, dated the date shown above (this "Letter Agreement"), is between the Authority and the Investment Manager. All capitalized terms used herein shall have the meaning given to them in Part E of this Letter Agreement or in Section 2 of the Proceeds Agreement to which this Letter Agreement is attached as Exhibit C. With respect to the VPSA's Bonds, the Code requires that an amount equal to the VPSA's Rebate Requirement be paid to the United States Treasury. With respect to each issue of Local School Bonds, the Code requires that an amount equal to the Local Unit's Rebate Requirement be paid to the United States Treasury. Accordingly, VPSA hereby directs the Investment Manager, as provided below, to assist VPSA and each Local Unit to comply with the VPSA's Rebate Requirement and the respective Local Unit's Rebate Requirement. To enable VPSA and the Local Units to fulfill their respective obligations under the Proceeds Agreement and to make such payments, and to enable the Investment Manager to fulfill its obligations under this Letter Agreement, the Investment Manager will prepare, on or before December 1, 2002 and each December 1 thereafter, the Investment Reports for VPSA as of the preceding November 8 and each Local Unit as of the preceding November 8. On the basis of such Investment Reports, VPSA shall cause the Rebate Calculation Agent to prepare the Local Unit Rebate Computation setting forth the Local Unit Rebate Requirement as of each Computation Date for each Local Unit with respect to its issue of Local School Bonds as described in paragraph 3 of Part B hereto. In addition, the Investment Manager will, based on the Rebate Report, transfer, within thirty (30) days after the Computation Date of each Local Unit, from its Principal Subaccount, if necessary, to its Income Subaccount, the amount required so that the amount to the credit of the Income Subaccount of each Local Unit shall equal its Local Unit Rebate Requirement. A. Investment Report With respect to all Nonpurpose Investments acquired during the term of this Letter Agreement with Gross Proceeds of each issue of Local School Bonds, the Investment Manager shall maintain separate Investment Reports for each issue of Local School Bonds. NYLlB1/857121/1 C-1 The Investment Report for each Local Unit shall reflect the investments made with respect to its Proceeds Account. B. Rebate Computation on Local School Bonds VPSA shall compute each Local Unit's Rebate Requirement with respect to its issue of Local School Bonds in accordance with the procedure described below: 1. As of each Computation Date, VPSA shall cause the Rebate Calculation Agent to determine the Future Value of all nonpurpose payments made with respect to the Nonpurpose Investments purchased with or allocated to the Gross Proceeds of the Local School Bonds, as well as any rebate payments made, to such Computation Date in accordance with the requirements of the Treasury Regulations. Unless VPSA shall otherwise direct, transaction costs incurred in acquiring, carrying, selling or redeeming such obligations, shall be accounted for as provided in the Information Statement. 2. As of each Computation Date, VPSA shall cause the Rebate Calculation Agent to determine the Future Value of all nonpurpose receipts received with respect to the Nonpurpose Investments purchased with or allocated to the Gross Proceeds of the Local School Bonds, as well as any rebate payments recovered, to such Computation Date in accordance with the requirements of the Treasury Regulations. 3. As of each Computation Date, VPSA shall subtract the amount computed pursuant to paragraph 1 from the amount computed pursuant to paragraph 2. Such amount shall be the "Local Unit Rebate Requirement" as of the Computation Date. 4. Each of the Local Units has covenanted in Section 17 of the Proceeds Agreement not to charge its general fund or otherwise set aside or earmark funds with which to pay debt service on its Local School Bonds (other than as a budget item) prior to the date of payment thereof to VPSA. 5. Except as provided in Section 9(A)(4) of the Proceeds Agreement, the Local Unit Rebate Requirement may be treated as being met and no rebate computation shall be required with respect to the proceeds of the VPSA's Bonds applied to purchase such Local Unit's Local School Bonds if the VPSA receives the opinions and covenants or certification described in Section 9A of the Proceeds Agreement that a Local Unit meets the requirements of the (a) Six- Month Exception, (b) Eighteen-Month Exception, (c) Small Issuer Exception, or (d) Two-Year Exception, subject to the provisions described below. (a) Six-Month Exception. Notwithstanding the fact that all of the Gross Proceeds of the Local School Bonds are spent within six (6) months of the date of issue and no other Gross Proceeds of the Local School Bonds are anticipated for the remainder of the term of the issue, if Gross Proceeds of the Local School Bonds become available after the end of the initial six-month period, the Local Unit Rebate Requirement shall be computed with respect to such Gross Proceeds in accordance with the procedure described above. (b) Eighteen-Month Exception. Notwithstanding the fact that all of the Gross Proceeds of the Local School Bonds are spent within eighteen (18) months of the date of issue and no other Gross Proceeds of the Local School Bonds are anticipated for the NYLIBl/857121/I C-2 remainder of the term of the issue, if Gross Proceeds of the Local School Bonds become available after the end of the initial eighteen-month period, the Local Unit Rebate Requirement shall be computed with respect to such ~Gross ProCeeds in accordance with the procedure described above. (c) Small Issuer Exception. If a Local Unit delivers to VPSA no later than the end of calendar year 2001 (i) the opinion of nationally recognized bond counsel that the Local School Bonds of such Local Unit purchased by VPSA with the proceeds of the VPSA's Bonds will be treated as meeting the requirements of Code Sections 148 (0(2) and (3) pursuant to Code Section 148 (f)(4)(D) and (ii) the Local Unit's covenant that it shall provide for the payment of or reimburse VPSA for its payment of the Local Unit Rebate Requirement in the event that the Local School Bonds of such Local Unit fail to meet all the requirements of the Small Issuer Exception, then no rebate computation shall be made with respect to the proceeds of VPSA's Bonds applied to purchase such Local School Bonds. Although the Local School Bonds of a Local Unit may qualify for the Small Issuer Exception, custody, investment and disbursement of the proceeds of the VPSA's Bonds applied to the purchase of the Local Unit's Local School Bonds shall continue under the Proceeds Agreement, and the Investment Manager shall continue to provide an Investment Report for such Local Unit. [Notwithstanding the foregoing, the Bonds, Bonds, Bonds and Bonds do not qualify for the Eighteen Month Exception or the Two Year Exception. Furthermore, with respect to the amounts on deposit in the Transferred Proceeds Account, Transferred Proceeds Account and Transferred Proceeds Account, such amounts will be taken into account for purposes of computing the Local Unit Rebate Requirement for County, County and County, respectively as applicable, but only if the Note, Note and Note, respectively as applicable, do not qualify for one of the Spending Exceptions or if the Note, Note and Note, respectively as applicable, fail to meet all of the requirements of the Small Issuer Exception.] 6. In addition to the foregoing, no rebate computation shall be required with respect to the proceeds of the VPSA's Bonds applied to purchase a Local Unit's Local School Bonds if a Penalty Election has been made on behalf of the Local Unit with respect to such Local School Bonds. C. Aggregate Rebate Computation on Local School Bonds In the event that the Treasury Regulations require that the Local Units' Rebate Requirements be calculated in the aggregate, VPSA shall compute the Aggregate Local Units' Rebate Requirement in accordance with the procedure set forth below. 1. As of each Computation Date, VPSA shall cause the Rebate Calculation Agent to determine the Future Value of all nonpurpose payments made with respect to the Nonpurpose Investments purchased with or allocated to the Gross Proceeds of all of the Local School Bonds in the aggregate (except those qualifying for one of the Rebate Exceptions or those that have NYLIB1/857121/1 C-3 made the Penalty Election), as well as any rebate payments made, to such Computation Date in accordance with the requirements of the Treasury Regulations. 2. As of each Computation Date, VPSA shall cause the Rebate Calculation Agent to determine the Future Value of all nonpurpose receipts received with respect to the Nonpurpose Investments purchased with or allocated to the Gross Proceeds of all of the Local School Bonds in the aggregate (except those qualifying for one of the Rebate Exceptions or those that have made the Penalty Election), as well as any rebate receipts recovered, to such Computation Date in accordance with the requirements of the Treasury Regulations. 3. As of each Computation Date, VPSA shall subtract the amount computed pursuant to paragraph 1 fi:om the amount computed pursuant to paragraph 2. Such amount shall be the "Aggregate Local Units' Rebate Requirement" as of the Computation Date. D. Rebate Payment 1. Upon the calculation of the Local Unit Rebate Requirement for each Local Unit, VPSA shall notify the Investment Manager thereof. The Investment Manager shall promptly charge the Principal Subaccount of a Local Unit to the extent the amount on deposit to the credit of its Income Subaccount is less than its Local Unit Rebate Requirement and credit its Income Subaccount with an amount such that the balance to the credit of the Income Subaccount is equal to such Local Unit Rebate Requirement (taking into account prior amounts credited to the Income Subaccount including investment income thereon). To the extent that the amount on deposit in the Principal Subaccount is insufficient to provide for a deposit to the Income Subaccount such that the balance in the Income Subaccount is equal to the Local Unit Rebate Requirement for the Local Unit, the Investment Manager shall advise VPSA and such Local Unit of the amount of the deficiency so that the Local Unit may promptly transfer to the Depository the amount required pursuant to Section 12 of the Proceeds Agreement. 2. In addition to the computation of the Local Units' Rebate Requirement, VPSA shall calculate its Rebate Requirement with respect to Nonpurpose Investments that were acquired with the Gross Proceeds of the VPSA's Bonds in accordance with the procedures set forth in the Tax Certificate executed by VPSA in connection with the issuance of the VPSA's Bonds. 3. The Local Unit Rebate Requirement for each Local Unit, if a positive number, shall be paid at the direction of VPSA to the United States in installments. Each payment shall be made not later than sixty (60) days after each Computation Date. Each payment must be in an amount not less than the total of ninety percent (90%) of the Local Unit Rebate Requirement for each Local Unit as of each Installment Computation Date. All of the Local Unit Rebate Requirement must be paid to the United States within sixty (60) days after the Final Computation Date. Payment shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 and be accompanied by Form 8038-T. VPSA shall make such payment as required. Investment Reports and records of the determinations made hereunder shall be retained by the Investment Manager and by VPSA, respectively, until six (6) years after the retirement of the last of VPSA's Bonds. NYLIB1/857121/1 C-4 E. Definitions In addition to the words and terms defmed in the Proceeds Agreement to which this Letter Agreement is attached as Exhibit C, the following words and terms shall have the following meanings: "Bond Resolution" shall mean the resolution of the Authority adopted on October 23, 1997, as amended and restated on October 5, 1998, and as supplemented. "Fair Market Price" shall mean the purchase price and disposition price of a Nonpurpose Investment. Any Nonpurpose Investment purchased must be purchased at the Fair Market Price. An investment that is not of a type traded on an established market, within the meaning of Section 1273 of the Code, is rebuttably presumed to be acquired or disposed of at a price that is not equal to its fair market value. Accordingly, a premium may not be paid to adjust the yield on an investment, a lower interest rate than is usually paid may not adjust the yield on an investment and no transaction may result in a smaller profit or larger loss than would have resulted if the transaction had been at arm's-length and had the yield with respect to the Bonds not been relevant to either party. Pursuant to Treasury Regulation Section 1.148~5(d), the following are safe harbors for establishing the Fair Market Price of certificates of deposit and guaranteed investment contracts: (i) Certificate of Deposit. A certificate of deposit with a fixed interest rate, fixed payment schedule and a substantial penalty for early withdrawal will be deemed purchased for fair market value if the yield on the certificate of deposit is not less than (i) the yield on reasonably comparable direct obligations of the United States and (ii) the highest yield published or posted by the provider to be currently available from the provider on reasonably comparable certificates offered to the public. See Section 1.148- 5(d)(6)(ii) of the Treasury Regulations. NYLIB1/857121/1 (ii) Investment Agreement. Investments pursuant to a guaranteed investment contract will be regarded as being made at fair market value if (a) A bona fide solicitation for a guarant that satisfies all of the following requirements: writing and are timely forwarded to potential pro include all material terms that may directly or cost of the guaranteed investment contract, (C) statement notifying potential providers that subm: that the potential provider did not consult with its bid, that the bid was determined without regar~ ~ed' investment contract is made IA) the bid specifications are in ~iders, 03) the bid specifications ndirectly affect the yield or the the bid specifications include a ssion of a bid is a representation ty other potential provider about to any other formal or informal agreement that the potential provider has with the Issuer or any other person (whether or not in connection with the issuance of the Bonds), and that the bid is not being submitted solely as a courtesy to the Issuer or any other person for purposes of satisfying the requirements contained in Section 1.148- 5(d)(6)(iii)(B)(1) or (2) of the Treasury Regulations, (D) the terms of the bid specifications are commercially reasonable in that there is a legitimate business purpose for each term other than to increase the purchase price or reduce the yield of the guaranteed investment contracts, (E) the terms of the solicitation take into C-5 account the reasonably expected deposit and drawdown schedule for the amounts to be invested, (F) all potential providers have an equal opportunity to bid and no potential provider is given the opportunity to review other bids (i.e., a "last look") before providing a bid, (G) in those cases where the Issuer engages a bidding agent to conduct the bidding, such agent did not bid to provide the investment, and (H) at least three reasonably competitive providers are solicited for bids. A "reasonably competitive provider" is a provider that has an established industry reputation as a competitive provider of investments of the same type as such guaranteed investment contract; (b) At least three bona fide bids on the guaranteed investment contract are received from providers that have no material financial interest in the Bonds. The following are deemed to have a material fmancial interest in the Bonds: (A) the lead purchaser in a negotiated underwriting transaction until 15 days after the issue date of the issue, (B) any entity acting as a financial advisor with respect to the purchase of the guaranteed investment contract at the time the bid specifications are forwarded to potential providers, and (C) a provider that is a related party to a provider that has a material financial interest in the execution and delivery of the Bonds; (c) At least one of the three bids received is from a reasonably competitive provider, as described above; (d) The winning bidder provides a certificate that (A) lists the recipients, amounts and purposes of any brokerage fee, placement fee, commission or administrative costs that it is paying (or expects to pay) to third parties in connection with supplying the guaranteed investment contract, (B) states that the yield on the guaranteed investment contract is not less than the yield available from the provider on reasonably comparable guaranteed investment contracts offered to other persons from sources of funds other than gross proceeds of tax- exempt obligations, and (C) in those agreements wherein the Issuer deposits amounts (other than amounts deposited in debt service funds or reasonably required reserve or replacement funds) states that the Issuer's draw-down schedule was a significant factor in determining the terms of the guaranteed investment contract; (e) The highest yielding guaranteed investment contract for which a bona fide bid was made is purchased (determined net of broker's fees, if any); and (f) The following records are retained with the bond documents until three years after the last outstanding Bond is redeemed: (A) a copy of the guaranteed investment contract, (B) the receipt or other record amount actually paid for the guaranteed investment contract, including a record of any administrative costs paid and the certification under subsection (d) hereof, (C) for each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results, and (D) the bid solicitation form and, if the terms of the guaranteed investment contract deviated from the bid solicitation form or a NYLIB 1/857121/1 C-6 submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. "Future Value" of a payment or receipt at the end of any period is determined using the economic accrual method and equals the value of that payment or receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the Yield on the VPSA's Bonds, using the same compounding interval and financial conventions used to compute that yield. "Gross Proceeds" shall have the meaning ascribed to such term in Section 148 of the Code and shall mean: (a) amounts actually received or constructively received by VPSA from the sale of the VPSA's Bonds and the amounts actually or constructively received by the Local Units from the sale of the Local School Bonds, other than any interest accruing on the VPSA's Bonds from the dated date to the issue date of such bonds; (b) amounts treated as Transferred Proceeds (as defmed in Treasury Regulations Section 1.148-9) of the VPSA's Bonds or the Local School Bonds, if any; (c) amounts that are reasonably expected to be or are in fact used to pay debt service on the Bonds including amounts in the sinking fund portion of the 1997 Income Fund under the Bond Resolution and the 1997 Sinking Fund under the Bond Resolution; (d) securities or obligations pledged by the VPSA or Local Unit as security for payment of debt service with respect to the VPSA's Bonds or the Local School Bonds; (e) amounts received with respect to any investments acquired with Gross Proceeds for the purpose of carrying out the governmental purpose for which the VPSA's Bonds or the Local School Bonds were issued, including the Local School Bonds, except that such amounts shall not include .amounts, if any, that are properly allocable to qualified administrative costs recoverable under Treasury Regulation Section 1.148-5(e) or to the higher yield permitted under Treasury Regulation Section 1.148-2(d) or Section 143(g) of the Code; (f) amounts treated as "replacement proceeds" of the VPSA's Bonds or the Local School Bonds within the meaning of section 1.148-1(c) of the Treasury Regulations; (g) any fimds that are part of a reserve or replacement fund for the VPSA Bonds or Local School Bonds; and (h) amounts received as a result of investing any Gross Proceeds. NYLIB1/857121/1 C-7 Gross Proceeds shall include amounts that are'on deposit in the Income Subaccount to the extent that such amounts are derived from Gross Proceeds of the VPSA's Bonds or the Local School Bonds. The determination of whether an amount is included within this definition shall be made without regard to whether the amount is credited to any fund or account established under the Bond Resolution, or whether the amount is subject to the pledge of the Bond Resolution. For purposes of subsection (d) above, an amount is pledged to pay principal or interest with respect to VPSA's Bonds or Local School Bonds if there is 'a reasonable assurance that the amount will be available for such purposes in the event that the VPSA or Local Unit encounters financial difficulties. An amount can be indirectly pledged to pay principal or interest with respect to VPSA's Bonds or Local School Bonds if it is pledged to a guarantor of either or both such bonds. An amount may be "negatively" pledged to pay principal or interest with respect to VPSA's Bonds or Local School Bonds if it is held under an agreement to maintain the amount at a particular level for the direct or indirect benefit of the holders of the bonds or a guarantor of the bonds. An amount is not negatively pledged however if (i) VPSA or the Local Units may grant rights in the amount that are superior to the rights of the holders of the bonds or a guarantor of the bonds, or (ii) the amount does not exceed reasonable needs for which it is maintained, the required level is tested no more frequently than every 6 months, and the amount may be spent without any substantial restriction other than a requirement to replenish the amount by the next testing date. If a decision is made to apply any insurance or condemnation proceeds to the redemption of VPSA's Bonds or Local School Bonds instead of using such proceeds for repair or replacement, any such proceeds become Gross Proceeds on the date of such a decision. The definition of Gross Proceeds has been set out in full for the sake of completeness. With respect to each Local School Bond, all of the Gross Proceeds are on deposit in such Local Unit's Proceeds Account except to the extent that the Local School Bonds may be part of a composite issue under Treasury Regulation §1.150-1(c), or the Local Unit may have retained Transferred Proceeds. With respect to the VPSA's Bonds, all of its Gross Proceeds are the total of the amounts on deposit in the Proceeds Accounts of the Local Units, except as provided above, and the amounts on deposit in the sinking fund portion of its 1997 Income Fund under the Bond Resolution and the 1997 Sinking Fund under the Bond Resolution. "Investment Report" shall mean the record of investment activity maintained by the Investment Manager with respect to the investment property and the Local Units, as described in the Letter of Instructions to the Investment Manager fi:om the Treasury Board of the Commonwealth of Virginia dated [May 1, 2000]. "Local Unit's Rebate Requirement" shall mean the sum of (i) the excess of (A) the aggregate amount earned on all Nonpurpose Investments acquired with the Gross Proceeds of the Local School Bonds over 03) the amount that would have been earned if the Nonpurpose Investments had a Yield equal to the VPSA's Bond plus (ii) any income attributable to the excess described in clause (i). "Nonpurpose Investments" shall mean any security, obligations, annuity contract or any other investment-type property (as such term is defined in Section 1.148-1(b) of the Treasury NYLIB1/857121/1 C-8 Regulations) that is not acquired to carry out the governmental purpose of the VPSA's Bonds or the Local School Bonds. Nonpurpose Investments shall not include Tax-Exempt Investments. Any Nonpurpose Investments shall be purchased by the Investment Manager only if the purchase price of the Nonpurpose Investment is the Fair Market Price. "Rebate Calculation Agent" shall mean that accounting firm with a favorable national reputation in the field of the calculation of amounts subject to rebate to the United States under Section 148(0 of the Code and the Temporary Regulations that has been appointed under Section 9.2 of the Contract or by VPSA. "Tax-Exempt Investments" shall include: (i) obligations the interest on which is excludable from gross income for federal income tax purposes, and not treated as an item of tax preference under Section 57(a)(5)(C) of the Code, (ii) stock in a regulated investment company to the extent that at least 95% of the income to the holder of the interest is excludable from gross income under Section 103 of the Code, and (iii) certificates of indebtedness issued by the United States Treasury pursuant to Demand Deposit State and Local Government Series program described in 31 CFR part 344 ("SLGs"). "Treasury Regulations" shall mean the Treasury Regulations Sections 1.148-0 through 1.148-11, 1.149(b)-1, 1.149(d)-1, 1.149(e)-1, 1.149(g)-1, Section 1.150-1 and Section 1.150-2, as amended from time to time hereafter, and other regulations promulgated under Section 148 of the Code. "VPSA's Rebate Requirement" shall mean the sum of (i) the excess of (A) the aggregate amount earned on all Nonpurpose Investments acquired with the Gross Proceeds of VPSA's Bonds over (B) the amount that would have been earned if the Nonpurpose Investments had a Yield equal to VPSA's Bond Yield plus (ii) any income attributable to the excess described in clause (i). "Yield", for purposes of this Letter Agreement, shall be calculated pursuant to the Treasury Regulations by means of an actuarial method of yield calculation whereby "yield" means that discount rate which, when used in computing the present value of all the unconditionally payable payments of principal and interest and all the payments for a qualified guarantee paid and to be paid with respect to the bond, produces an amount equal to the issue price of the bond. For purposes of this Letter Agreement, the Yield on VPSA's Bonds is [ 1%- The Yield on investments must be computed by the use of the same frequency interval of compounding interest as is used in computing the Yield on the VPSA's Bonds and the Local School Bonds. NYLIB1/857121/1 C-9 F. Amendments In order to comply with the covenants by VPSA and each of the Local Units regarding compliance with the requirements of the Code and the exclusion fi:om federal income taxation of the interest paid and to be paid on the Local School Bonds and VPSA's Bonds, the procedures described in this Letter Agreement may be modified as necessary, based on the advice of counsel, to comply with rulings, regulations, legislation or judicial decisions as may be applicable to such bonds. Very truly yours, VIRGINIA PUBLIC SCHOOL AUTHORITY By: Name: Title: Richard A. Davis Assistant Secretary and Assistant Treasurer Accepted: Evergreen Investment Management Company LLC By:. Name: A1 Samper Title: Senior Vice President NYLIB1/857121/1 C-10 Exhibit D AUTHORIZED REPRESENTATIVES The following are the Authorized Representatives of Virginia Public School Authority, Wachovia Bank, N.A. and Evergreen Investment Management Company LLC: VIRGINIA PUBLIC SCHOOL AUTHORITY: Name Richard A. Davis Dora D. Fazzini Title Assistant Secretary and Assistant Treasurer Assistant Secretary and Assistant Treasurer Specimen Signature WACHOVIA BANK, N.A.: .Name Anthony J. Conte Title Senior Vice President Specimen Signature EVERGREEN INVESTMENT MANAGEMENT COMPANY LLC: Name A1 Samper Title Senior Vice President Specimen Signature NYLIB 1/857121/1 D-1 Exhibit D AUTHORIZED REPRESENTATIVES The following are the Authorized Representatives of Virginia Public School Authority, Wachovia Bank, N.A. and Evergreen Investment Management Company LLC: VIRGINIA PUBLIC SCHOOL AUTHORITY: Name Richard A. Davis Dora D. Fazzini Title Assistant Secretary and Assistant Treasurer Assistant Secretary and Assistant Treasurer Specimen Signature WACHOVIA BANK, N.A.: NalTle Anthony J. Conte Title Senior Vice President Specimen Signature EVERGREEN INVESTMENT MANAGEMENT COMPANY LLC: Name A1 Samper Title Senior Vice President Specimen Signature NYLIB1/857121/1 D-1 VIRGINIA PUBLIC SCHOOL AUTHORITY BOND SALE AGREEMENT dated as of October 9, 2001 Name of Jurisdiction (the "Local Unit"): County of Albemarle, Virginia Sale Date: Not earlier than October 15, 2001, nor later than October 31, 2001 Closing Date: On or about November 15, 2001 Principal Amount (Requested): $20,330,000 Amortization Period: Up to Twenty (20) Years 1. The Virginia Public School Authority ("VPSA") hereby offers to purchase your general obligation school bonds at a price, determined by the VPSA to be fair and accepted by you, that is not less than 98% of par and not more than 103% of par (105% ifa 10-year amortization is involved) in the Principal Amount set forth above (as authorized by your bond resolution) fi.om the proceeds of the VPSA's bonds, the sale of which is scheduled to take place on the Sale Date. In the event that the purchase price determined by VPSA would exceed the upper limit of 103% or 105% you, at the request of VPSA, will lower the amount of the local school bonds to be issued to provide a purchase price for such bonds and a proceeds amount that is within 103% or 105% of the amount requested pursuant to your application submitted to VPSA. You represent that on or before October 9, 2001, your local governing body will have duly authorized the issuance of your bonds by adopting a resolution in the form attached hereto as Appendix B (the "local resolution") and that your bonds will be in the form set forth in the local resolution. Any changes that you or your counsel wish to make to the form of the local resolution and/or your bonds must be approved by the VPSA prior to adoption of the local resolution by your local governing body.~ o You hereby covenant that you will comply with and carry out all of the provisions of the Continuing Disclosure Agreement in the form attached hereto as Appendix F, which agreement is hereby incOrPorated by reference herein and expressly made a part hereof for all purposes. The VPSA has defined a Material Obligated Person ("MOP") for purposes of the Continuing Disclosure Agreement as any Local Issuer the principal amount of whose local school bonds pledged under VPSA's 1997 Resolution compromise more than 10% of the total principal amount of all outstanding 1997 Resolution bonds. MOP status will be determined by adding the principal amount of your local school bonds to be sold to the VPSA and the The local resolution has been drafted for the issuance of bonds by a County. Bond counsel will need to make appropriate changes in the local resolution for the issuance of bonds by a City or Town. principal amount of your local bonds previously sold to the VPSA and currently pledged under VPSA's 1997 Resolution and measuring the total against 10% of the face value of all outstanding bonds under VPSA's 1997 Resolution. If you are or may be a MOP, the VPSA may require that you file all the information described in the following paragraph prior to VPSA's mailing its Preliminary Official Statement, currently scheduled for October 12, 2001. You acknowledge that if you are, or in the sole judgment of VPSA may be, a MOP following the issuance of your local school bonds that are the subject of this Bond Sale Agreement, the VPSA will include by specific reference in its Preliminary Official Statements and final Official Statements (for this sale and, if you remain a MOP or become a MOP again after ceasing to be a MOP, for applicable future sales) the information respecting you ("Your Information") that is on file with the Nationally Recognized Municipal Securities Information Repositories or their respective successors ("NRMSIRs") and the Municipal Securities Rulemaking Board or its successors ("MSRB"). Accordingly, if it appears that you will be a MOP (i) following the delivery of your local school bonds to the VPSA in connection with this sale, or (ii) during the course of any future sale, whether or not you are a participant in such sale, you hereby represent and covenant to the VPSA that you will file such additional information, if any, as is required so that Your Information, as of each of (i) the date of the VPSA's applicable Preliminary Official Statement (in the case of this sale, expected to be October 12, 2001), (ii) the date of the VPSA's applicable final Official Statement (in the case of this sale, expected to be October 24, 2001) and (iii) the date of delivery of the applicable VPSA bonds (in the case of this sale, expected to be November 15, 2001), will be tree and correct and will not contain any untrue statement of a material fact or omit to state a material fact which should be included in Your Information for the purpose for which it has been filed or which is necessary to make the statements contained in such information, in light of the circumstances under which they were made, not misleading. You further agree to furnish to the VPSA a copy of all filings you make with NRMSIRs and the MSRB subsequent to the date of this Agreement. Such copy will be furnished to the VPSA on the same day that any such filing is made. The VPSA will advise you within 60 days of the end of each fiscal year if you were a MOP as of the end of such fiscal year. Upon written request, the VPSA will also advise you of your status as a MOP as of any other date. You hereby covenant that you will provide the certificate described in clause (e) of Section 4 below if VPSA includes Your Information by specific reference in its disclosure documents in connection with any future sale, whether or not you are a participant in such sale. VPSA's commitment to purchase your bonds is contingent upon (i) VPSA's receipt on the Closing Date of (a) your bonds which shall include and otherwise meet the Standard Terms and Conditions contained in Appendix A hereto, (b) certified copies of the local resolution (see Appendix B attached hereto) and the school board resolution (see Appendix E attached hereto), (c) an executed agreement, among VPSA, you and the other local units simultaneously selling their bonds to VPSA, the depository and the investment manager for the State Non-Arbitrage Program ("SNAP"), providing for the custody, investment and disbursement of the proceeds of your bonds and the other general obligation school bonds, and the payment by you and the other local units of the allocable, associated costs of compliance with the Internal Revenue Code of 1986, as amended, and any costs incurred in connection with your participation in g:\SHAREDkDEBTkVPSAklS SUEk2001 bk200 lb-bsa SNAP (the "Proceeds Agreement"), (d) an executed copy of the Use of Proceeds Certificate in the form attached hereto as Appendix C, (e) if the VPSA has included by specific reference Your Information into the VPSA Preliminary and final Official Statement, your certificate dated the date of the delivery of the VPSA's bonds to the effect that (i) Your Information was as of the date of the VPSA's Preliminary and final Official Statements, and is as of the date of the certificate, tree and correct and did not and does not contain an untrue statement of a material fact or omit to state a material fact which should be included in Your Information for the purpose for which it has been filed or which is necessary to make the statements contained in such information,~in light of the circumstances under which they were made, not misleading, and (ii) you have complied with your undertakings regarding the amendments adopted on November 10, 1994 to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, (f) an approving legal opinion fi:om your bond counsel in form satisfactory to VPSA as to the validity of the bonds and the exclusion fi:om gross income for federal and Virginia income tax purposes of the interest on your bonds, the conformity of the terms and provisions of your bonds to the requirements of this Bond Sale Agreement including the appendices attached hereto, and the due authorization, execution and delivery of this Bond Sale Agreement, Continuing Disclosure Agreement and the Proceeds Agreement, and the validity of the Continuing Disclosure Agreement and the Proceeds Agreement, (g) a transcript of the other customary closing documents not listed above, (h) the proceeds of VPSA's bonds, (ii) if you will be using the proceeds of your bonds to retire a bond anticipation note, certificate of participation or other form of interim financing (the "Interim Security"), receipt by VPSA of (A) an opinion of your bond counsel that, as of the Closing Date, the Interim Security will be defeased according to the provisions of the instrument authorizing the Interim Security or it will no longer be outstanding (in rendering such opinion bond counsel may rely on a letter or certificate of an accounting or financial professional as to any mathematical computations necessary for the basis for such opinion) and (B) an executed copy of the escrow deposit agreement/letter of instruction providing for the retirement of the Interim Security and (iii) your compliance with the terms of this agreement. Two complete transcripts (one original) of the documents listed above shall be provided by your counsel to the VPSA on the Closing Date or, with VPSA's permission, as soon as practicable thereafter but in no event more than thirty (30) business days after the Closing Date. This Bond Sale Agreement shall take effect on October 9, 2001. Virginia Public School Authority By: Authorized VPSA Representative County of Albemarle, Virginia By: Nanle: Title: g:\SHAREDkDEBT\VP SAklSSUEk2001 bk2001b-bsa (For information only; not part of the Bond Sale Agreement.) Please have the presiding officer, or other specifically designated agent, of your goveming body execute 2 (two) copies of this Bond Sale Agreement and return them, along with the tax questionnaire attached hereto as Appendix D, no later than close of business on October 9, 2001, Richard A. Davis, Public Finance Manager, Virginia Public School Authority, P. O. Box 1879, Richmond, Virginia 23218-1879 or by hand or courier service, James Monroe Building- 3rd Floor, 101 N. 14th Street, Richmond, Virginia 23219. If your governing body or bond counsel requires more than one originally signed Bond Sale Agreement, please send the appropriate number; all but one will be returned at closing. g:\SHARED~DEBT~VPSA\IS SUE~200 lbL200 lb-bsa APPENDIX A to the Bond Sale Agreement STANDARD TERMS AND CONDITIONS Described below are terms of the local school bonds which must be embodied in your bond resolution and bond form and other conditions which must be met in order for VPSA to purchase your local school bonds on the Closing Date. VPSA will not purchase local school bonds unless and until such terms are present in the related bond resolution and bond form adopted by your goveming body and such conditions are met. Interest and Principal Payments Your bonds will bear interest from the Closing Date~ set forth in the Bond Sale Agreement and will mature on July 15 of the years and in the amounts as established by VPSA. Your bonds will bear interest payable in installments due semiannually on January 15 and July 15. The first interest installment will be payable on July 15, 2002 and the first principal installment will be payable on July 15, 2002. Your bonds will bear interest at rates 10 basis points (0.10%) above the actual rates on VPSA's bonds with corresponding principal payment dates. Payment For so long as the VPSA is the registered owner of your bonds, (i) the paying agent and bond registrar therefor shall be a bank or tmst company qualified to serve as such, and If VPSA does not purchase your local school bonds on the Closing Date due to your fault, VPSA will invest, in demand or overnight investments, the amount of its bond proceeds to be used to purchase your local school bonds. If you cure your failure to deliver your local school bonds within the sixty (60) day period following the Closing Date, the VPSA will purchase your local school bonds and your bonds will bear interest from the date of delivery and payment or other date satisfactory to the VPSA. You will, however, be required to pay to VI'SA at your actual closing an amount equal to the positive difference, if any, between the amount of interest that would have accrued on your local school bonds from the Closing Date to your actual closing date and the amount of interest income VPSA was able to earn, during such period, from the investment of its bond proceeds pending their use to purchase your bonds. (ii) all payments of principal, premium, if any, and interest shall be made in funds that shall be immediately available to the VPSA on or before 11:00 A.M. on the applicable interest or principal payment date, or date fixed for prepayment or redemption, or if such date is not a business day for banks in Virginia or for the Commonwealth, then on or before 11:00 A.M. on the business day preceding such scheduled due date. Overdue payments of principal and, to the extent permitted by law, interest shall bear interest at the applicable interest rates on your bonds. Prepayment or Redemption [Note: Local School Bonds purchased by VPSA as part of the 2001 Interest Rate Subsidy Program are not subject to redemption or prepayment. The following section applies to non-subsidized applicants only.] Bonds will be subject to redemption at the option of your governing body, subject to the consent of the VPSA or other registered owner. Your bond resolution shall provide for prepayment or redemption as follows: The bonds maturing after July 15, 2011 are subject to optional prepayment or redemption prior to maturity by [the issuer], from any available moneys, in whole or in part, on any date on or after July 15, 2011, at the following prepayment or redemption prices on the following'prepayment or redemption dates, plus accrued interest to the date fixed for prepayment or redemption: Dates Price July 15,2011 through July 14,2012 July 15, 2012 through July 14, 2013 July 15, 2013 and thereafter 102% 101 100 Provided, however, that the bonds shall not be subject to prepayment or redemption prior to their respective maturities except with the prior written consent of the registered owner. Notice of any such prepayment or redemption shall be given to the registered owner by registered mail at least 60, but not more than 90, days prior to the date fixed for prepayment or redemption. Security Your bonds must constitute valid and binding general obligations for the payment of which the full faith and credit of the local unit are irrevocably pledged, and all taxable property within the boundaries of the local unit must be subject to the levy of an ad valorem tax, over and above all other taxes and without limitation as to rate or amount, for the payment of the principal of, and premium, if any, and interest on the bonds to the extent other funds of the local unit are not lawfully available and appropriated for such purpose. Tax Matters You shah complete the Questionnaire attached hereto as Appendix D to the Bond Sale Agreement and send along with the Bond Sale Agreement no later than the close of business on October 9, 2001 to Richard A. Davis, Public Finance Manager, Virginia Public School Authority, P.O. Box 1879, Richmond, Virginia 23218-1879. If delivered by hand to, Richard A. Davis, Public Finance Manager, Virginia Public School Authority, James Monroe Building- 3rd Floor, 101 N. 14th Street, Richmond, Virginia 23219. You shall execute the Use of Proceeds Certificate in the form provided in Appendix C attached to the Bond Sale Agreement for receipt by the VPSA at least three business days prior to the Closing Date.2 No Composite Issue You will covenant not to sell or deliver, without VPSA's consent, any general obligation bonds which are part of the same common plan of financing (and payable from the same source of funds) as your local school bonds, beginning, in the case of a sale, 15 days in advance of and ending 15 days after the Sale Date. Request and Consent of County School Board3 Before the governing body of a County adopts the bond resolution, the County School Board must first request, by resolution, the governing body to take such action. The County School Board must also consent to the issuance of bonds by the County. (See form of resolution in Appendix E attached hereto.) VPSA requires that the Use of Proceeds Certificate be executed separately from the tax certificates prepared by your bond counsel. Your bond counsel may also prepare one or more tax certificates that contain some information found in the Use of Proceeds Certificate in addition to information such as your reasonable expectations as to meeting the requirements to any of the rebate exceptions. Not applicable to cities and towns. (Section 15.2-2640, Code of Virginia) Public Hearing and Notice Before the final authorization of your issuance of the bonds by the governing body, the governing body must hold a public hearing on the proposed issue unless the issuance of such bonds has been approved at referendum. The notice of the hearing, meeting the requirements of Section 15.2-2606, Code of Virginia 1950, as amended, must be published once a week for 2 successive weeks (notices at least 7 days apart) in a newspaper published or having general circulation in your locality. The public hearing may not be held less than 6 nor more than 21 days after the date the second notice appears in the newspaper. Delivery VPSA will accept delivery of your bonds only in the form of a single, typewritten, temporary bond, in registered form, payable to VPSA. The form of the bond is included as Exhibit A to the resolution in Appendix B to the Bond Sale Agreement. On 20 days written notice from VPSA, you agree to deliver, at your expense, in exchange for the typewritten bond, on one or more occasions, one or more temporary bonds or definitive bonds in marketable form and, in any case, in fully registered form in denominations of $5,000 and whole multiples thereof, and having an equal aggregate principal amount, as requested by VPSA. Comprehensive Annual Financial Report Annually for the life of your bonds, you will be required to submit a copy of your locality's Comprehensive Annual Financial Report ("CAFR") or annual audited financial statements to the rating agencies referenced below: Moody's Investors Service, Inc. Public Finance Department Attention: Kathleen Holt 99 Church Street New York, New York 10007 Fitch, Inc. Governmental Finance Attention: Claire G. Cohen One State Street Plaza New York, New York 10004 4 [Appropriate Changes Will Need to be Made for Cities and Towns] APPENDIX B to the Bond Sale Agreement Resolution No. RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $ GENERAL OBLIGATION SCHOOL BONDS OF THE COUNTY OF , VIRGINIA, SERIES 2001 TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY AND PROVIDING FOR THE FORM AND DETAILS THEREOF. WHEREAS, the Board of Supervisors (the "Board") of the County of , Virginia (the "County"), has determined that it is necessary and expedient to borrow not to exceed $ and to issue its general obligation school bonds for the purpose of financing certain capital projects for school purposes; and WHEREAS, the County [held/will hold] a public hearing, duly noticed, on , 2001, on the issuance of the Bonds (as defined below) in accordance with the requirements of Section 15.2-2606, Code of Virginia 1950, as amended (the "Virginia Code"); andI WHEREAS, the School Board of the County has, by resolution, requested the Board to authorize the issuance of the Bonds (as hereinafter defined) and consented to the issuance of the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ~ VIRGINIA: 1. Authorization of Bonds and Use of Proceeds. The Board hereby determines that it is advisable to contract a debt and issue and sell its general obligation school bonds in an aggregate principal amount not to exceed $ (the "Bonds") for the purpose of financing certain capital projects for school purposes. The Board hereby authorizes the issuance and sale of the Bonds in the form and upon the terms established pursuant to this Resolution. 2. Sale of the Bonds. It is determined to be in the best interest of the County to accept the offer of the Virginia Public School Authority (the "VPSA") to purchase from the County, and to sell to the VPSA, the Bonds at a price, determined by the VPSA to be fair and accepted by the ~ Omit and substitute appropriate recitative paragraph if bonds have been approved at referendum. Chairman of the Board and the County [Administrator/Manager], that is not less than 98% of par and not more than 103% (105% for bonds with a final maturity or amortization schedule of 10 years or less) of par upon the terms established pursuant to this Resolution except that in the event the purchase price determined by VPSA would exceed the upper limit of 103% or 105% the County/City, at the request of VPSA, will lower the amount of the local school bonds to be issued to provide a purchase price for such bonds and a proceeds amount that is within 103% or 105% of the amount requested pursuant to application submitted to VPSA. The Chairman of the Board, the County [Administrator/Manager], and such officer or officers of the County as either may designate are hereby authorized and directed to enter into a Bond Sale Agreement dated as of October 9, 2001, with the VPSA providing for the sale of the Bonds to the VPSA in substantially the form submitted to the Board at this meeting, which form is hereby approved (the "Bond Sale Agreement"). 3. Details of the Bonds. The Bonds shall be dated the date of issuance and delivery of the Bonds; shall be designated "General Obligation School Bonds, Series 2001__"; shall bear interest from the date of delivery thereof payable semi-annually on each January 15 and July 15 beginning July 15, 2002 (each an "Interest Payment Date"), at the rates established in accordance with Section 4 of this Resolution; and shall mature on July 15 in the years (each a "Principal Payment Date") and in the amounts set forth on Schedule I attached hereto (the "Principal Installments"), subject to the provisions of Section 4 of this ResolutiOn. 4. Interest Rates and Principal Installments. The County [Administrator/Manager] is hereby authorized and directed to accept the interest rates on the Bonds established by the VPSA, provided that each interest rate shall be ten one-hundredths of one percent (0~10%) over the interest rate to be paid by the VPSA for the corresponding principal payment date of the bonds to be issued by the VPSA (the "VPSA Bonds"), a portion of the proceeds of which will be used to purchase the Bonds, and provided further that the true interest cost of the Bonds does not exceed five and eighty five one-hundredths percent (5.85 %) per annum. The Interest Payment Dates and the Principal Installments are subject to change at the request of the VPSA. The County [Administrator/Manager] is hereby authorized and directed to accept changes in the Interest Payment Dates and the Principal Installments at the request of the VPSA, provided that the aggregate principal amount of the Bonds shall not exceed the amount authorized by this Resolution. The execution and delivery of the Bonds as described in Section 8 hereof shall conclusively evidence such interest rates established by the VPSA and Interest Payment Dates and the Principal Installments requested by the VPSA as having been so accepted as authorized by this Resolution. 5. Form of the Bonds. The Bonds shall be initially in the form of a single, temporary typewritten bond substantially in the form attached hereto as Exhibit A. 6. Payment; Paying Agent and Bond Registrar. The following provisions shall apply to the Bonds: (a) For as long as the VPSA is the registered owner of the Bonds, all payments of principal, premium, if any, and interest on the Bonds shall be made in immediately available funds to the VPSA at, or before 11:00 a.m. on the applicable Interest Payment Date, Principal Payment Date or date fixed for prepayment or redemption, or if such date is not a business day for Virginia banks or 2 for the Commonwealth of Virginia, then at or before 11:00 a.m. on the business day next preceding such Interest Payment Date, Principal Payment Date or date fixed for prepayment or redemption. (b) All overdue payments of principal and, to the extent permitted by law, interest shall bear interest at the applicable interest rate or rates on the Bonds. (c) , , Virginia, is designated as Bond Registrar and Paying Agent for the Bonds. 7. Prepayment or Redemption. The Principal Installments of the Bonds held by the VPSA coming due on or before July 15, 2011, and the definitive Bonds for which the Bonds held by the VPSA may be exchanged that mature on or before July 15, 2011, are not subject to prepayment or redemption prior to their stated maturities. The Principal Installments of the Bonds held by the VPSA coming due after July 15, 2011, and the definitive bonds for which the Bonds held by the VPSA may be exchanged that mature after July 15, 2011, are subject to prepayment or redemption at the option of the County prior to their stated maturities in whole or in part, on any date on or after July 15, 2011, u_pon payment of the prepayment or redemption prices (expressed as percentages of Principal Installments to be prepaid or the principal mount of the Bonds to be redeemed) set forth below plus accrued interest to the date set for prepayment or redemption: Dates Prices July 15, 2011 through July 14, 2012 July 15, 2012 through July 14, 2013 July 15, 2013 and thereafter 102% 101 100 Provided, however, that the Bonds shall not be subject to prepayment or redemption prior to their stated maturities as described above without first obtaining the written consent of the registered owner of the Bonds. Notice of any such prepayment or redemption Shall be given by the Bond Registrar to the registered owner by registered mail not more than ninety (90) and not less than sixty (60) days before the date f~xed for prepayment or redemption. 8. Execution of the Bonds. The Chairman or Vice Chairman and the Clerk or any Deputy Clerk of the Board are authorized and directed to execute and deliver the Bonds and to affix the seal of the County thereto. 9. Pledge of Full Faith and Credit. For the prompt payment of the principal of and premium, if any, and the interest on the Bonds as the same shall become due, the full faith and credit of the County are hereby irrevocably pledged, and in each year while any of the Bonds shall be outstanding there shall be levied and collected in accordance with law an annual ad valorem tax upon all taxable property in the County subject to local taxation sufficient in amount to provide for the payment of the principal of and premium, if any, and the interest on the Bonds as such principal, premium, if any, and interest shall become due, which tax shall be without limitation as to rate or amount and in addition to all other taxes authorized to be levied in the County to the extent other funds of the County are not lawfully available and appropriated for such purpose. 10. Use of Proceeds Certificate and Certificate as to Arbitrage. The Chairman of the Board, the County [Administrator/Manager] and such officer or officers of the County as either may designate are hereby authorized and directed to execute a Certificate as to Arbitrage and a Use of Proceeds Certificate each setting forth the expected use and investment of the proceeds of thc Bonds and containing such covenants as may be necessary in order to show compliance with thc provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations relating to thc exclusion from gross income of interest on the Bonds and on the VPSA Bonds. The Board covenants on behalf of the County that (i) the proceeds from the issuance and sale of the Bonds will be invested and expended as set forth in such Certificate as to Arbitrage and such Use of Proceeds Certificate and that the County shall comply with the other covenants and representations contained therein and (ii) the County shall comply with the provisions of the Code so that interest on the Bonds and on the VPSA Bonds will remain excludable from gross income for Federal income tax purposes. 11. State Non-Arbitrage Program; Proceeds Agreement. The Board hereby determines that it is in the best interests of the County to authorize and direct the County [Treasurer/Director of Finance] to participate in the State Non-Arbitrage Program in connection with the Bonds. The Chairman of the Board, the County [Administrator/Manager] and such officer or officers of the County as either may designate are hereby authorized and directed to execute and deliver a Proceeds Agreement with respect to the deposit and investment of proceeds of the Bonds by and among the County, the other participants in the sale of the VPSA Bonds, the VPSA, the investment manager and the depository, substantially in the form submitted to the Board at this meeting, which form is hereby approved. 12. Continuing Disclosure Agreement. The Chairman of the Board, the County [Administrator/Manager] and such officer or officers of the County as either may designate are hereby authorized and directed to execute a Continuing Disclosure Agreement, as set forth in Appendix F to the Bond Sale Agreement, setting forth the reports and notices to be filed by the County and containing such covenants as may be necessary in order to show compliance with the provisions of the Securities and Exchange Commission Rule 15c2-12 and directed to make all filings required by Section 3 of the Bond Sale Agreement should the County be determined by the VPSA to be a MOP (as defined in the Continuing Disclosure Agreement). 13. Filing of Resolution. The appropriate officers or agents of the County are hereby authorized and directed to cause a certified copy of this Resolution to be filed with the Circuit Court of the County. 14. Further Actions. The members of the Board and all officers, employees and agents of the County are hereby authorized to take such action as they or any one of them may consider necessary or desirable in connection with the issuance and sale of the Bonds and any such action previously taken is hereby ratified and confirmed. 15. Effective Date. This Resolution shall take effect immediately. 4 The undersigned Clerk of the Board of Supervisors of the County of , Virginia, hereby certifies that the foregoing constitutes a tme and correct extract fi:om the minutes of a meeting of the Board of Supervisors held on ,2001, and of the whole thereof so far as applicable to the matters referred to in such extract. I hereby further certify that such meeting was a regularly scheduled meeting and that, during the consideration of the foregoing resolution, a quorum was present. Members present at the meeting were: Members absent from the meeting were: Members voting in favor of the foregoing resolution were: Members voting against the foregoing resolution were: Members abstaining from voting on the foregoing resolution were: WITNESS MY HAND and the seal of the Board of Supervisors of the County of ., Virginia, this day of ,2001. Clerk, Board of Supervisors of the County of , Virginia [SEAl] EXHIBIT A (FORM OF TEMPORARY BOND) NO. TR-1 UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA COUNTY OF General Obligation School Bond Series 2001 ** The COUNTY OF ., VIRGINIA (the "County"), for value received, hereby acknowledges itself indebted and promises to pay to the VIRGINIA PUBLIC SCHOOL AUTHORITY the principal amount of DOLLARS ($ ), in annual installments in the amounts set forth on Schedule I attached hereto payable on July 15, 2002 and annually on July 15 thereafter to and including July 15, 2021 (each a "Principal Payment Date"), together with interest from the date of this Bond on the unpaid installments, payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2002 (each an "Interest Payment Date"; together with any Principal Payment Date, a "Payment Date"), at the rates per annum set forth on Schedule I attached hereto, subject to prepayment or redemption as hereinafter provided. Both principal of and interest on this Bond are payable in lawful money of the United States of America. For as long as the Virginia Public School Authority is the registered owner of this Bond, Letter designation, if any. A-1 , as bond registrar (the "Bond Registrar"), shall make all payments of principal, premium, if any, and interest on this Bond, without the presentation or surrender hereof, to the Virginia Public School Authority, in immediately available funds at or before 11:00 a.m. on the applicable Payment Date or date fixed for prepayment or redemption. If a Payment Date or date fixed for prepayment or redemption is not a business day for banks in the Commonwealth of Virginia or for the Commonwealth of Virginia, then the payment of principal, premium, if any, or interest on this Bond shall be made in immediately available funds at or before 11:00 a.m. on the business day next preceding the scheduled Payment Date or date fixed for prepayment or redemption. Upon receipt by the registered owner of this Bond of said payments of principal, premium, if any, and interest, written acknowledgment of the receipt thereof shall be given promptly to the Bond Registrar, and the County shall be fully discharged of its obligation on this Bond to the extent of the payment so made. Upon final payment, this Bond shall be surrendered to the Bond Registrar for cancellation. The full faith and credit of the County are irrevocably pledged for the payment of the principal of and the premium, if any, and interest on this Bond. The resolution adopted by the Board of Supervisors authorizing the issuance of the Bonds provides, and Section 15.2-2624, Code of Virginia 1950, as amended, requires, that there shall be levied and collected an annual tax upon all taxable property in the County subject to local taxation sufficient to provide for the payment of the principal, premium, if any, and interest on this Bond as the same shall become due which tax shall be without limitation as to rate or amount and shall be in addition to all other taxes authorized to be levied in the County to the extent other funds of the County are not lawfully available and appropriated for such purpose. This Bond is duly authorized and issued in compliance with and pursuant to the A-2 Constitution and laws of the Commonwealth of Virginia, including the Public Finance Act of 1991, Chapter 26, Title 15.2, Code of Virginia 1950, as amended, and resolutions duly adopted by the Board of County Supervisors of the County and the School Board of the County to provide funds for capital projects for school purposes. This Bond may be exchanged without cost, on twenty (20) days written notice from the Virginia Public School Authority, at the office of the Bond Registrar on one or more occasions for one or more temporary bonds or definitive bonds in marketable form and, in any case, in fully registered form, in denominations of $5,000 and whole multiples thereof, and having an equal aggregate principal amount, having principal installments or maturities and bearing interest at rates corresponding to the maturities of and the interest rates on the installments of principal of this Bond then unpaid. This Bond is registered in the name of the Virginia Public School Authority on the books of the County kept by the Bond Registrar, and the transfer of this Bond may be effected by the registered owner of this Bond only upon due execution of an assignment by such registered owner. Upon receipt of such assignment and the surrender of this Bond, the Bond Registrar shall exchange this Bond for definitive Bonds as hereinabove provided, such definitive Bonds to be registered on such registration books in the name of the assignee or assignees named in such assignment. The principal installments of this Bond coming due on or before July 15, 2011 and the definitive Bonds for which this Bond may be exchanged that mature on or before July 15,2011, are not subject to prepayment or redemption prior to their stated maturities. The principal installments of this Bond coming due after July 15, 2011, and the definitive Bonds for which this Bond may be exchanged that mature after July 15, 2011, are subject to prepayment or redemption at the option of the County prior to their stated maturities in whole or in part, on any date on or after July 15, 2011, A-3 upon payment of the prepayment or redemption prices (expressed as percentages of principal installments to be prepaid or the principal mount of the Bonds to be redeemed) set forth below plus accrued interest to the date set for prepayment or redemption: Dates Prices July 15, 2011 through July 14, 2012 July 15, 2012 through July 14, 2013 July 15, 2013 and thereafter 102% 101 100 Provided, however, that the Bonds shall not be subject to prepayment or redemption prior to their stated maturities as described above without the prior written consent of the registered owner of the Bonds. Notice of any such prepayment or redemption shall be given by the Bond Registrar to the registered owner by registered mail not more than ninety (90) and not less than sixty (60) days before the date fixed for prepayment or redemption. All acts, conditions and things required by the Constitution and laws of the Commonwealth of Virginia to happen, exist or be performed precedent to and in the issuance of this Bond have hap- pened, exist and have been performed in due time, form and manner as so required, and this Bond, together with all other indebtedness of the County, is within every debt and other limit prescribed by the Constitution and laws of the Commonwealth of Virginia. IN WITNESS WItEREOF, the Board of Supervisors of the County of has caused this Bond to be issued in the name of the County of , Virginia, to be signed by its Chairman or Vice-Chairman, its seal to be affixed hereto and attested by the signature of its Clerk or any of its Deputy Clerks, and this Bond to be dated ,2001. COUNTY OF VIRGINIA A-4 ATTEST: Clerk, Board of Supervisors of the County of ., Virginia Chairman, Board of Supervisors of the County of , Virginia A-5 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (PLEASE PPdNT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: the within Bond and irrevocably constitutes and appoints attorney to exchange said Bond for definitive bonds in lieu of which this Bond is issued and to register the transfer of such definitive bonds on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed: (NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include Membership or participation in STAMP or such other "signature guarantee program" as may be determined by Registered Owner (NOTICE: The signature above must correspond with the name of the Registered Owner as it appears on the front of this Bond in every particular, without alteration or change.) the Bond Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-6 APPENDIX C to the Bond Sale Agreement USE OF PROCEEDS CERTIFICATE The $ General Obligation School Bonds, Series 2001_ (the "Bonds"), issued by [Name of Local Uuitl (the "Issuer") will be purchased by the Virginia Public School Authority ("VPSA") from the proceeds of the VPSA's $ School Financing Bonds (1997 Resolution), Series 2001 B (the "VPSA's Bonds"), pursuant to a Bond Sale Agreement dated as of October 9, 2001. The proceeds of the Bonds will be used to acquire, construct and equip public school facilities owned and/or operated by the school board for the Issuer (the "School Board"). The Issuer and the School Board each recognize that certain facts, estimates and representations set forth in the Certificate as to Arbitrage executed by VPSA in connection with the issuance of the VPSA's Bonds must be based on the representations and certifications of the Issuer and the School Board and that the exclusion from gross income for federal income tax purposes of the interest on the VPSA's Bonds depends on the use of proceeds of the VPSA's and the Issuer's Bonds. Accordingly, the Issuer and the School Board hereby covenant that: Section 1. Description of Project. The proceeds of the Bonds, including investment income thereon ("proceeds"), will be used to finance the acquisition, construction, and equipping of public school facilities of the Issuer (the "Project"). Section 2. Governmental Use of Proceeds. The Issuer and the School Board covenant the following w/th respect to the use of proceeds of the Bonds and the facilities financed or refinanced therewith: (a) In General. (i) Private Business Use. No more than ten percent (10%) of the proceeds of the Bonds or the Project (based on the greatest of: (A) the cost allocated on the basis of space occupied, (B) the fair market value, or (C) the actual cost of construction) has been or, so long as the Bonds are outstanding, will be, used in the aggregate for any activities that constitute a "Private Use" (as such term is defined below in subsection (d) of this Section 2). (ii) Private Security or Payment. No more than ten percent (10%) of the principal of or interest on the Bonds, under the terms thereof or any underlying arrangement, has been, or, so long as the Bonds are outstanding, will be, directly or indirectly, (A) secured by any interest in (I) property used for a Private Use or (II) payments in respect of such property or 03) derived from payments in respect of property used or to be used for a Private Use, whether or not such property is a part of the Project. (b) No Disproportionate or Unrelated Use. With respect to private business use disproportionate to or not related to governmental use f'manced or refinanced with the proceeds of the Bonds, no more than five percent (5%) of the principal of or interest on such Bonds, under the terms thereof or any underlying arrangement, has been, or, so long as the Bonds are outstanding, will be, directly or indirectly, (x) secured by any interest in (1) property used for a C-1 Private Use or (II) payments in respect of such property or (y) derived from payments in respect of property used or to be used for a Private Use, whether or not such property is a part of the Project. (c) No Private Loan Financing. No proceeds of the Bonds will be used to make or finance loans to any person other than to a state or local governmental unit. (d) Definition of Private Use. For purposes of this Certificate, the term "Private Use" means any activity that constitutes a trade or business that is carded on by persons or entities other than state or local governmental entities. Any activity carded on by a person other than a natural person is treated as a trade or business. The leasing of property financed or refinanced with the proceeds of the Bonds or the access of a person other than a state or local governmental unit to property or services on a basis other than as a member of the general public shall constitute Private Use unless the Issuer obtains an opinion of Bond Counsel to the contrary. Use of property financed or refinanced with proceeds of the Bonds by any person, other than a state or local governmental unit, in its trade or business constitutes general public use only if the property is intended to be available and is in fact reasonably available for use on the same basis by natural persons not engaged in a trade or business ("General Public Use"). In most cases Private Use will occur only if a nongovernmental person has a special legal entitlement to use the financed or refinanced property under an arrangement with the Issuer. Such a special legal entitlement would include ownership or actual or beneficial use of the Project pursuant to a lease, management or incentive payment contract, output contract, research agreement or similar arrangement. In the case of property that is not available for General Public Use, Private Use may be established solely on the basis of a special economic benefit to one or more nongovernmental persons. In determining whether special economic benefit gives rise to Private Use, it is necessary to consider all of the facts and circumstances, including one or more of the following factors: (i) whether the financed or refinanced property is functionally related or physically proximate to property used in the trade or business of a nongovernmental person; (ii) whether only a small number of nongovernmental persons receive the economic benefit; and (iii) whether the cost of the fmanced or refmanced property is treated as depreciable by the nongovernmental person. As of the date hereof, no portion of the Project is leased (or will be so leased) by the Issuer or the School Board (or a related party or agent) to a person or entity other than a state or local governmental unit or to members of the general public for General Public Use. (e) Management and Service Contracts. With respect to management and service contracts, the determination of whether a particular use constitutes Private Use under this Certificate shall be determined on the basis of applying Revenue Procedure 97-13, 199%5 I.R.B. C-2 18 ("Revenue Procedure 97-13"). As of the date hereof, no portion of the proceeds derived from the sale of the Bonds is being used to finance or refinance property subject to contracts or other arrangements with persons or entities engaged in a trade or business (other than governmental units) that involve the management of property or the provision of services with respect to property financed or refinanced with proceeds of the Bonds that do not comply with the standards of Revenue Procedure 97-13. For purposes of determining the nature of a Private Use, any arrangement that is properly characterized as a lease for federal income tax purposes is treated as a lease. Consequently, an arrangement that is referred to as a management or service contract may nevertheless be treated as a lease. In determining whether a management contract is properly characterized as a lease, it is necessary to consider all of the facts and circumstances, including the following factors: (i) the degree of control over the property that is exercised by a nongovernmental person; and (ii) whether a nongovernmental person bears risk of loss of the financed or refinanced property. Section 3. Time Test and Due Diligence Test. The Issuer and the School Board have incurred or will incur within 6 months of the date hereof substantial binding obligations, which are not subject to contingencies within the control of the Issuer or the School Board or a related party thereto, to third parties to expend at least 5% of the net sale proceeds of the Bonds on the Project. The Issuer and the School Board will proceed with due diligence to spend all of the proceeds of the Bonds within three years of the date hereof. Section 4. Dispositions and Change in Use. (a) No Sale or Disposition. The Issuer and the School Board expect to own and operate and do not expect to sell or otherwise dispose of the Project, or any component thereof, prior to the final maturity date of the VPSA's Bonds (August 1, 2021). (b) Change in Use. The Issuer and the School Board represent, warrant and covenant that the facilities financed or refinanced with proceeds of the Bonds will be used for the governmental purpose of the Issuer and the School Board during the period of time the Bonds are outstanding, unless an opinion of Bond Counsel is received with respect to any proposed change in use of the Project. (c) Tax Covenant. The Issuer and the School Board represent, warrant and covenant that it will take no action that would cause either the Bonds or the VPSA's Bonds to be private activity bonds within the meamng of Section 141(a) of the Code and that it will not fail to take any action that would prevent the VPSA's Bonds and the Bonds from being private activity bonds, within the meaning of Section 141(a) of the Code. Furthermore, the Issuer and the School Board have established reasonable procedures to ensure compliance with this covenant. C-3 Section 5. No Sinking or Pledge Funds. Neither the Issuer nor the School Board has established and will not establish any fimds or accounts that are reasonably expected to be used to pay debt service on the Bonds or that are pledged (including negative pledges) as collateral for the Bonds for which there is a reasonable assurance that amounts on deposit therein will be available to pay debt service on the Bonds if the Issuer or the School Board encounters financial difficulty. Section 6. No Replacement Proceeds. (a) In General. No portion of the proceeds of the Bonds will be used as a substitute for other funds that prior to the Issuer's resolving to proceed with the issuance of the Bonds were used or are to be used to pay any cost of the Project. (b) Safe Harbor. In accordance with Section 1.148-1(c) of the Treasury Regulations regarding the safe harbor against the creation of "replacement proceeds", as of the date hereof, the weighted average maturity of the Bonds does not exceed 120% of the reasonably expected economic life of the Project financed thereby. Section 7. No Refunding. The proceeds of the Bonds will not be used to provide for the payment of any principal of or interest on any obligations of the Issuer, other than the Bonds, incurred in the exercise of its borrowing power, except for any temporary financing as described herein. Section 8. Composite Issue. There are no other obligations of the Issuer that have been, or will be (a) sold within 15 days of the Bonds, (b) sold pursuant to the same plan of financing together with the Bonds, and (c) paid out of substantially the same source of funds as the Bonds. Section 9. No Federal Guarantee. The Issuer and the School Board shall not take or permit any action that would cause (a) the payment of principal of or interest on the Bonds to be guaranteed, directly or indirectly, in whole or in part by the United States or any agency or instmmentality thereof or (b) 5 percent or more of the proceeds of the Bonds to be (i) used in making loans the payment of principal or interest on which are guaranteed in whole or in part by the United States or any agency or instrumentality thereof or (ii) invested directly or indirectly in federally insured deposits or accounts (except as permitted under Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"), or the regulations promulgated thereunder). The Issuer and the School Board have not, and will not enter into, any (i) long-term service contract with any federal governmental agency, (ii) service contract with any federal governmental agency under terms that are materially different from the terms of any contracts with any persons other than federal government agencies, and (iii) lease of property to any federal government agency, that would cause the Bonds to be considered "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 10. No Hedge Bonds. The Issuer and the School Board reasonably expect that all of the net sale proceeds of the Bonds will be used to pay the cost of the Project within three years of the date hereof. Furthermore, not more than 50 percent of the proceeds of the Bonds will be invested in Nonpurpose Investments (as such term is defined in Section 148(f)(6)(A) of the C-4 Code) having a substantially guaranteed yield for four years or more. Section 11. No Overissuance. The total proceeds derived by the Issuer from the sale of the Bonds and anticipated investment earnings thereon do not exceed the total of the amounts necessary for the Project. Section 12. Reimbursable Expenses. A portion of the proceeds of the Bonds to be applied to the cost of the Project will be used to reimburse the Issuer for expenditures incurred thereby with respect to the Project in anticipation of the issuance of the Bonds. The Issuer represents the following with respect to the costs of the Project to be reimbursed from the proceeds of the Bonds. (a) Official Intent. The total amount of reimbursed costs incurred by the Issuer with respect to the Project is not expected to exceed . Such expenditures were paid prior to the date hereof but no earlier than sixty (60) days prior to , __, (month/day/year) which is the date the Issuer adopted its "official intent" declaration (the "Official Intent Declaration") in accordance with Section 1.150-2 of the Treasury Regulations. The Official Intent Declaration: (i) was, on the date of its adoption, intended to constitute a written documentation on behalf of the Issuer that states that the Issuer reasonably expected to reimburse itself for such expenditures with the proceeds of a taxable or tax- exempt borrowing, (ii) set forth a general description of the Project, and (iii) stated the maximum principal amount of debt expected to be issued for the Project. The Issuer has taken no action subsequent to the expression of such intent that would contradict or otherwise be inconsistent with such intent. (b) Reasonable Official Intent. As of the date of the Official Intent Declaration, the Issuer reasonably expected to reimburse such expenditures with the proceeds of a borrowing. The Issuer does not have a pattern of failing to reimburse expenditures for which an intention to reimburse such expenditures was declared and which were actually paid by the Issuer other than in circmstances that were unexpected and beyond the control of the Issuer. (c) Reimbursement Period Requirement. The proceeds derived from the sale of the Bonds to be applied to reimburse the above-described expenditures will be so applied no later than the later of the date that is (i) eighteen (18) months after the date on which the expenditure being reimbursed was paid, and (ii) eighteen (18) months after the date on which the portion of the Project to which such expenditure relates was placed in service within the meaning of Section 1.150-2 of the Treasury Regulations or abandoned. The Issuer shall not, however, use Bond proceeds to reimburse the above-described expenditures later than three (3) years after the date the C-5 original expenditure was paid. (d) Reimbursable Expenditures. The expenditures to be reimbursed are either (i) capital expenditures (within the meaning of Section 1.150-1 (b) of the Treasury Regulations), (ii) costs of issuance, (iii) certain working capital expenditures for extraordinary, nom'ecurring items that are not customarily payable from current revenues (within the meaning of Section 1.148-6 (d) (3) (ii) (B) of the Treasury Regulations), (iv) grants (within the meaning of Section 1.148-6 (d) (4) of the Treasury Regulations), or (v) qualified student loans, qualified mortgage loans or qualified veterans' mortgage loans (within the meaning of Section 1.150-1(b) of the Treasury Regulations). None of the expenditures to be reimbursed were incurred for day-to-day operating costs or similar working capital items. None of the proceeds of the Bonds being used to reimburse the Issuer for prior expenditures will be used, directly or indirectly, within one year of the date of a reimbursement allocation, in a manner that results in the creation of replacement proceeds (within the meaning of Section 1.148-1 of the Treasury Regulations), other than amounts deposited in a bona fide debt service fired. (e) Anti-Abuse Rules. None of the proceeds of the Bonds are being used in a manner that employs an abusive arbitrage device under Section 1.148-10 of the Treasury Regulations to avoid the arbitrage restrictions or to avoid the restrictions under Sections 142 through 147 of the Code. Section 13. Covenant as to Arbitrage. The Issuer and the School Board hereby covenants that whether or not any of the Bonds remain outstanding, the money on deposit in any fund or account maintained in connection with the Bonds, whether or not such money was derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner that would cause the Bonds or the VPSA's Bonds to be arbitrage bonds within the meaning of Section 148 of the Code and the applicable regulations thereunder. Date: __., 2001 [Name of Local Issuer] By: Name: Title: [Name of School Board] Name: Title: C-6 APPENDIX E to the Bond Sale Agreement RESOLUTION REQUESTING THE BOARD OF SUPERVISORS TO ISSUE GENERAL OBLIGATION SCHOOL BONDS FOR SCHOOL PURPOSES AND CONSENTING TO THE ISSUANCE THEREOF BE IT RESOLVED: 1. The School Board of the County of hereby (i) requests, pursuant to Section 15.2-2640 of the Code of V~rginia, 1950, as amended (the "Code"), that the Board of Supervisors of the County of issue its general obligation school bonds in an aggregate principal amount not to exceed $ (the "Bonds") for the purpose of financing certain capital projects for school purposes and (ii) consents, pursuant to Section 15.2-2638.B(iii) of the Code and Article VII, Section 10(b) of the Constitution of Virginia, to the issuance of the Bonds. 2. This resolution shall take effect immediately. Members present at the meeting were: meeting were: Members absent from the Members voting in favor of the foregoing resolution were: Members voting against the foregoing resolution were: · Members abstaining fi:om voting on the foregoing resolution were: APPENDIX F to the Bond Sale Agreement CONTINUING DISCLOSURE AGREEMENT [This Continuing Disclosure Agreement will impose obligations on the Local Issuer if and only if the Local Issuer is or has become and remains a "Material Obligated Person", as defined below] This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by the undersigned local issuer (the "Local Issuer") in connection with the issuance by the Virginia Public School Authority (the "Authority") of $ aggregate principal amount of its School Financing Bonds (1997 Resolution) Series 2001 B (the "Series 2001 B Bonds") pursuant to the provisions of a bond resolution (the "1997 Resolution") adopted on October 23, 1997, as amended and restated. The Series 2001 B Bonds and all other parity bonds heretofore and hereafter issued under the 1997 Resolution are collectively called the "Bonds". A portion of the proceeds of the 2001 Series B Bonds are being used by the Authority to purchase certain general obligation school bonds ("Local School Bonds") of the Local Issuer pursuant to a bond sale agreement between the Authority and the Local Issuer (the "Bond Sale Agreement"). Pursuant to paragraph 3 of the Bond Sale Agreement, the Local Issuer hereby covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Local Issuer for the benefit of the holders of the Series 2001 B Bonds and in order to assist the Participating Underwriters (defined below) in complying with the Rule (defined below). The Local Issuer acknowledges that it is undertaking primary responsibility for any reports, notices or disclosures that may be required under this Agreement. SECTION 2. Definitions. In addition to the definitions set forth in the 1997 Resolution, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Local Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "bond sale agreement" shah mean the Bond Sale Agreement and any other comparable written commitment of the Local Issuer to sell local school bonds to the Authority. "Dissemination Agent" shall mean the Local Issuer, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by such Local Issuer and which has filed with such Local Issuer a written acceptance of such designation. "Filing Date" shall have the meaning given to such term in Section 3(a) hereof. "Fiscal Year" shall mean the twelve-month period at the end of which financial position and results of operations are determined. Currently, the Local Issuer's Fiscal Year begins July 1 and continues through June 30 of the next calendar year. "holder" shall mean, for purposes of this Disclosure Agreement, any person who is a record owner or beneficial owner of a Series 2001 B Bond. "Listed Events" shall mean any of the events listed in subsection 5(b)(5)(i)(C) of the Rule. "local school bonds" shall mean any of the Local School Bonds and any other bonds of the Local Issuer pledged as security for Bonds issued under the Authority's 1997 Resolution. "Material Obligated Person" (or "MOP") shall mean the Local Issuer if it has local school bonds outstanding in an aggregate principal mount that exceeds 10% of the aggregate principal mount of all outstanding Bonds of the Authority. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Underwriter" shall mean any of the original underwriters of the Authority's Series 2001 B Bonds required to comply with the Rule in connection with the offering of such Bonds. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private depository or entity designated by the State as a state depository for the purpose of the Rule. As of the date of this Agreement, there is no State Repository. SECTION 3. Provision of Annual Reports. (a) The Local Issuer shall, or shall cause the Dissemination Agent to, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. Such Annual Report shall be filed on a date (the "Filing Date") that is not later than 12 months after the end of any Fiscal Year (commencing with its Fiscal Year ended June 30, 2001) as of the end of which such Local Issuer was a MOP, unless as of the Filing Date the Local Issuer is no longer a MOP.~ Not later than ten (10) days prior to the Filing The Authority will covenant in the Bond Sale Agreement to advise the Local Issuer within 60 days of the end of each Fiscal Year if such Local Issuer was a Material Obligated Person as of the end of such Fiscal Year. Upon written request, the Authority will also advise the Local Issuer as to its status as a MOP as of any other date. Date, the Local Issuer shall provide the Annual Report to the Dissemination Agent (if applicable) and shall provide copies to the Authority. In each case, the Annual Report (i) may be submitted as a single document or as separate documents comprising a package, (ii) may cross-reference other information as provided in Section 4 of this Disclosure Agreement and (iii) shall include the Local Issuer's audited financial statements prepared in accordance with applicable State law or, if audited financial statements are not available, such unaudited financial statements as may be required by the Rule. In any event, audited financial statements of such Local Issuer must be submitted, if and when available, together with or separately from the Annual Report. (b) If the Local Issuer is unable to provide an Annual Report to the Repositories by the date required in subsection (a), the Local Issuer shall send a notice to the Municipal Securities Ruiemaking Board and any State Repository in substantially the form attached hereto as Exhibit A. SECTION 4. Content of Annual Reports. Except as otherwise agreed, any Annual Report required to be fried hereunder shall contain or incorporate by reference, at a minimum, annual financial information relating to the Local Issuer, including operating data, (i) updating such information relating to the Local Issuer as shall have been included or cross-referenced in the final Official Statement of the Authority describing the Authority's Series 2001 B Bonds or if there is no such information described in clause (i), updating such information relating to the Local Issuer as shall have been included or cross-referenced in any comparable disclosure document of the Local Issuer relating to its tax-supported obligations or (iii) if there is no such information described in clause (i) or (ii) above, initially setting forth and then updating the information referred to in Exhibit B as it relates to the Local Issuer, all with a view toward assisting Participating Underwriters in complying with the Rule. Any or all of such information may be incorporated by reference from other documents, including official statements of securities issues with respect to which the Local Issuer is an "obligated person" (within the meaning of the Rule), which have been fried with each of the Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Local Issuer shall clearly identify each such other document so incorporated by reference. SECTION 5. Reporting of Listed Events. Whenever the Local Issuer is a Material Obligated Person required to file Annual Reports pursuant to Section 3(a) hereof and obtains knowledge of the occurrence of a Listed Event, and if such Local Issuer has determined that knowledge of the occurrence of a Listed Event with respect to its local school bonds would be material, such Local Issuer shall promptly file a notice of such occurrence with each National Repository or the Municipal Securities Rulemaking Board and each State Repository, if any, with a copy to the Authority. SECTION 6. Termination of Reporting Obligation. The Local Issuer's obligations under this Disclosure Agreement shall terminate upon the earlier to occur of the legal defeasance or final retirement of all the Local School Bonds. SECTION 7. Dissemination Agent. The Local Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Local Issuer shall advise the Authority of any such appointment or discharge. If at any time there is not any other designated Dissemination Agent, the Local Issuer shall be the Dissemination Agent. [The initial Dissemination Agent shall be .] SECTION 8. Amendment. Notwithstanding any other provision of this Disclosure Agreement, the Local Issuer may amend this Disclosure Agreement, if such amendment has been approved in Writing by the Authority and is supported by an opinion of independent counsel, acceptable to the Authority, with expertise in federal securities laws, to the effect that such amendment is permitted or required by the Rule. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Local Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Local Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement, such Local Issuer shall have no obligation under this Agreement to update such information or include it in any furore Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. Any person referred to in Section 11 (other than the Local Issuer) may take such action as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Local Issuer to file its Annual Report or to give notice of a Listed Event. The Authority may, and the holders of not less than a majority in aggregate principal amount of Bonds outstanding may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to challenge the adequacy of any information provided pursuant to this Disclosure Agreement, or to enforce any other obligation of the Local Issuer hereunder. A default under this Disclosure Agreement shall not be deemed an event of default under the applicable resolution or bonds of the Local Issuer, and the sole remedy under this Disclosure Agreement in the event of any failure of the Local Issuer to comply herewith shall be an action to compel performance. Nothing in this provision shall be deemed to restrict the rights or remedies of any holder pursuant to the Securities Exchange Act' of 1934, the rules and regulations promulgated thereunder, or other applicable laws. SECTION 11. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the Local Issuer, the Participating Underwriters, and holders from time to time of the Authority's Bonds, and shall create no rights in any other person or entity. SECTION 12. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Date: [LOCAL ISSUER] By. NOTICE OF FAILURE TO FILE ANNUAL REPORT [AUDITED FINANCIAL STATEMENTS] EXHIBIT A Re: VIRGINIA PUBLIC SCHOOL AUTHORITY SCHOOL FINANCING BONDS (1997 Resolution) SERIES 2001 B CUSIP Numbers. Dated: November 1, 2001 Name of Local Issuer NOTICE IS HEREBY GIVEN that the [Local Issuer] has not provided an Annual Report as required by Section 3(a) of the Continuing Disclosure Agreement, which was entered into in connection with the above-named bonds issued pursuant to that certain Series Resolution adopted on September 28, 2001 by the Board of Commissioners of the Virginia Public School Authority, the proceeds of which were used to purchase $ [School Bonds] of the [Local Issuer]. [The Local Issuer anticipates that the Annual Report will be filed by .] The Local Issuer is a material "obligated person" within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, with respect to the above-named bonds of the Authority. Dated: [LOCAL ISSUER] By EXHIBIT B CONTENT OF ANNUAL REPORT Description of the Local Issuer. A description of the Local Issuer including a summary of its form of government, budgetary processes and its management and officers. Debt. A description of the terms of the Local Issuer's outstanding tax-supported and other debt including a historical summary of outstanding tax-supported debt; a summary of authorized but unissued tax-supported debt; a summary of legal debt margin; a summary of overlapping debt; and a smnnmry of annual debt service on outstanding tax-supported debt as of the end of the preceding fiscal year. The Annual Report should also include (to the extent not shown in the latest audited financial statements) a description of contingent obligations as well as pension plans administered by the Local Issuer and any unfunded pension liabilities. Financial Data. Financial information respecting the Local Issuer including a description of revenues and expenditures for its major funds and a summary of its tax policy, structure and collections as of the end of the preceding fiscal year. Capital Improvement Plan. A summary of the Local Issuer's capital improvement plan. Demographic, Economic and Supplemental Information. A summary of the Local Issuer's demographic and economic characteristics such as population, income, employment, and public school enrollment and infrastructure data as of the end of the preceding fiscal year. The Annual Report should also include a description of material litigation pending against the Local Issuer. RICHMOND 738439vl APPENDIX D to the Bond Sale Agreement CONSTRUCTION EXCEPTION AND EIGHTEEN MONTH EXCEPTION TO THE REBATE REQUIREMENT QUESTIONNAIRE The purpose of this questionnaire is to elicit facts concerning the expenditure of the proceeds of the City/County of (the "Issuer") general obligation school bonds (the "Bonds") in order to make an initial determination that the construction exception from the rebate requirement provided by Section 148(f)(4)(C) of the Internal Revenue Code of 1986, as amended, or the eighteen month exception from the rebate requirement provided by Section 1.148-7(d) of the Treasury Regulations is available. Please supply the information requested below and send this questionnaire to Richard A. Davis, Public Finance Manager, Virginia Public School Authority, P. O. Box 1879, Richmond, Virginia 23218-1879, for receipt no later October 9, 2001, with a copy to your bond counsel. Briefly describe the project (the "Project") to be financed with the proceeds of the Bonds including the useful life of the project(s) being financed. 2. (a) Indicate the total amount of proceeds to be derived from the sale of the Bonds. (b) Indicate the amount that you reasonably expect to receive from the investment of the Bond proceeds prior to spending all of the Bond proceeds set forth above in Question 2 (a). (c) Indicate the amount of proceeds derived from the sale of the Bonds that you expect to use to finance the issuance costs of the Bonds. (e.g. your legal fees) (d) The amount set forth in Questions 2(a) plus the amount set forth in Question 2(b) reduced by the amount set forth in Question 2(c) equals $ This amount is hereinafter referred to as "Available Construction Proceeds". Any bond D-1 o premium derived from sale of the bonds and any investment earnings thereon will be treated as Available Construction Proceeds. Indicate the amount of money, other than the Available Construction Proceeds of the Bonds, that will be applied toward the cost of the Project and the expected source of such money. Indicate what such money will be used for. Indicate, by principal components, your current estimates of the cost for the acquisition and construction of the Project that will be financed with the Available Construction Proceeds of the Bonds, including: (a) Acquisition of Interest in Land (b) Acquisition of Interest in Real Propertyx (c) Acquisition and/or Installation of Tangible Personal Property2 (d) Site Preparation (e) Construction of Real Property3 (f) Reconstruction of Real Property4 (g) Rehabilitation of Real Property5 (h) Construction of Tangible Personal Property6 (i) Specially developed computer software7 (j) Interest on the Bonds during Construction (k) Other (please specify). (1) Total $ (Note: The sum of the amounts described in (a) through (k) must equal the amount of Available Construction Proceeds of the Bonds set forth in Question 2(d).) 1-7 See the Endnotes on pages D-7 and D-8. D-2 (a) Have you borrowed, directly or indirectly, (such as through an industrial development authority) any money, either through a tax-exempt bank loan, a bond anticipation note, any tax-exempt or taxable obligation or otherwise (a "loan"), to pay for the Project costs? Yes No Do you intend to use the proceeds of the Bonds to refinance or repay any loan used to finance the Project costs? Yes No (c) If the answer to Question 5(b) is "Yes", please attach a copy of the BAN, COP, or other evidence of the loan and any tax certificate executed with such loan and indicate the following: (i) Amount of loan: (ii) Date of loan: (iii) Maturity date of loan: (iv) Interest rate of loan: (v) Name of lender: (d) If the answer to question 5(a) or (b) is "Yes", did you use the proceeds of the loan to reimburse yourself for expenses paid with respect to the Project before the loan was obtained? Yes No (e) If the answer to question 5(b) is "Yes", do you expect to qualify for the small issuer exception for the loan. o (a) Do you intend to reimburse yourself fi:om the proceeds of the Bonds for Project costs advanced fi:om your General Fund or other available sources? Yes No D-3 o If the answer to Question 5(d) or Question 6 (a) is "Yes", with respect to all such expenditures, please indicate the amount of such expenditure, when such expenditure was paid and the purpose of the expenditure (i.e., architectural fees, engineering fees, other construction costs): (i) Amount expended $ (ii) Date of expenditure: (iii) Purpose of expenditure: (Note: if you intend to reimburse yourself for more than one expenditure, please attach a rider setting forth: (i) amount expended, (ii) date of expenditure, and (iii) purpose of expenditure) If the answer to Question 5(d) or 6(a) is "Yes" please attach a copy of any other evidence of your intention to reimburse yourself with the proceeds of a borrowing such as the earliest possible resolution, declaration or minutes of a meeting. Include the date such resolution was adopted, meeting was held or declaration made. [The purpose of questions 8, 9 and 10 is to determine if the Bonds may qualify for the Construction Exception from the Rebate Requirement.] Indicate whether the total of the amounts shown in 4(d) through (i) on page D-2 is at least 75% of the amount of Available Construction Proceeds (i.e., 75% of the amount in 4(i). Yes No If the answer to Question 8 is "Yes", answer Question 9 and skip Question 10. If the answer to Question 8 is "No", skip Question 9 and answer Question 10. (a) Assuming the Bonds are delivered on November 15, 2001 and fimds are made available to you on that date, please complete the following schedule indicating the amount of Available Construction Proceeds that the City/County expects to expend and disburse during the following time periods: From November 15, 2001 to May 15, 2002 $ 8 From May 16, 2002 to November 15, 2002 From November 16, 2002 to May 15, 2003 From May 16, 2003 to November 15, 2003 Total9 $' 8 and 9 See the Endaotes on page D-8. D-4 If you do not expect to spend 100% of Available Construction Proceeds by November 15, 2003, do you expect to spend 100% of Available Construction Proceeds by November 15, 2004? Yes No 10. For purposes of this Question 10, assume that the Bonds are delivered on November 15, 2001 and funds are made available to you on that date. (a) Does the City/County expect to expend and disburse the amount shown in Question 4(a) for the acquisition of land by May 15, 2002? Yes No Does the City/County expect to expend and disburse the amount shown in Question 4(b) for the acquisition of interests in real property by May 15, 2002? Yes No (c) Does the City/County expect to expend and disburse the amount shown in Question 4(c) for the acquisition and/or installation of tangible personal Property by May 15, 2002? Yes No (i) Does the City/County expect to expend and disburse the amount shown in question 4(1) by November 15, 2004? Yes No (ii) Assuming that the Bonds are delivered on November 15, 2001, and funds are made available to you on that date, please complete the following schedule indicating the amount of Available Constmction Proceeds that the City/County expects to expend and disburse during the following time periods: From November 15, 2001 to May 15, 2002 From May 16, 2002 to November 15, 2002 From November 16, 2002 to May 15, 2003 From May 16, 2003 to November 15, 2003 10 Total $ 10 See the Enflnotes on page D-8, D-5 [The purpose of question 11 is to determine if the Bonds may qualify for the Eighteen Month Exception from the Rebate Requirement.] 11. The sum of the amounts set forth in Questions 2(a) and 2(b) equals $ (the "gross proceeds"). Assuming that the Bonds are delivered on November 15, 2001 and funds are made available to you on that date, please complete the following schedule indicating the amount of gross proceeds that the City/County expects to expend and disburse during the following time periods: From November 15, 2001 to May 15, 2002 From May 16, 2002 to November 15, 2002 From November 16, 2002 to May 15, 2003 Total $ 12. (a) Will this issue qualify for the Small Issuer Exception? Yes No Co) List any general obligation bond fmancings the City/County has undertaken or is planning to undertake in the calendar year 2001. ~ Include amounts expended prior to November 15, 2001 and approved by your bond counsel for reimbursement from your bond proceeds. This does not include any amount used to refinance or repay any loan. D-6 I understand that the foregoing information will be relied upon by the Virginia Public School Authority (the "Authority") in determining the applicability of the construction exception to the Authority's School Financing Bonds (1997 Resolution), Series 2001 B. I hereby certify that I am familiar with the Project or have made due inquiry in order to complete this Questionnaire with respect to the Project and am authorized by the City/County to provide the foregoing information with respect to it, which information is tree, correct, and complete, to the best of my knowledge. Name of Person Completing Questionnaire Title Signature Date D-7 ENDNOTES For purposes of this questionnaire, "real property" means improvements to land, such as buildings or other inherently permanent structures, including items that are structural components of such buildings or structures. For example, real property includes wiring in a building, plumbing systems, central heating or central air conditioning systems, pipes or ducts, elevators or escalators installed in a building, paved parking areas, road, wharves and docks, bridges and sewage lines. For purposes of this questionnaire, tangible personal property means any tangible property except real property. For example, tangible personal property includes machinery that is not a structural component of a building, fire tracks, automobiles, office equipment, testing equipment and furnishings. See description of real property in endnote 1. This includes all capital expenditures that are properly chargeable to or may be capitalized as part of the basis of the real property prior to the date the property is placed in service. For purposes of this questionnaire, expenditures are considered paid in connection with the construction, reconstruction or rehabilitation of real property if the contract between the Issuer and the seller requires the seller to build or install the property (such as under a "turnkey contract") but only to the extent the property has not been built or installed at the time' the parties enter into the contract. If the property has been partially built or installed at the time the parties enter into the contract, the expenditures that are allocable to the portion of the property built or installed before that time are expenditures for the acquisition of real property. See endnote 3. See endnote 3. For purposes of this questionnaire, expenditures are in connection with the constmction of tangible personal property, as defined in endnote 2, if: (a) A substantial portion of the property or properties is completed more than 6 months after the earlier of the date construction or rehabilitation commenced and the date the Issuer entered into an acquisition contract; (b) Based on the reasonable expectations of the Issuer, if any, or representations of the person constructing the property, with the exercise of due diligence, completion of construction or rehabilitation (and delivery to the Issuer) could not have occurred within that 6-month period; and (c) If the Issuer itself builds or rehabilitates the property, not more than 75% of the capitalizable cost is attributable to property acquired by the Issuer (e.g., components, raw materials and other supplies). 7. Specially developed computer software means any programs or routines used to cause a computer to perform a desired task or set of tasks, and the documentation required to describe and maintain those programs, provided that the software is specially developed and is functionally related and subordinate to real property or other constmcted personal property. Include amounts expended prior to November 15, 2001 and approved by your bond counsel for reimbursement from your bond proceeds. This does not include any amount used to refinance or repay any loan. Total should equal the amount in 4(1). Include amounts expended prior to November 15, 2001 and approved by your bond counsel for reimbursement from your bond proceeds. This does not include any amount used to refinance or repay any loan. D-9 CERTIFICATE OF ACCEPTANCE O1~ TERMS The undersigned County Executive of Albemarle County, Virginia (the "County"), certifies as follows: 1. Pursuant to a resolution (the "Resolution") of the Board of Supervisors of the County, adopted on September 19, 2001, he has accepted the terms of the County's General Obligation School Bonds, Series 200lA (the "Bonds"), as set forth in this certificate. 2. The Bonds shall be in the aggregate principal amount of $20,330,000 and shall be sold to the Virginia Public School Authority for a purchase price of 102.0992191% of the principal amount. Principal shall be payable on the dates and in the amounts and the Bonds shall bear interest at rates all as set forth on Exhibit A. 3. The principal amounts and interest rates accepted with respect to the Bonds are within the limitations of Sections 3 and 4 of the Resolution. 4. A copy of this certificate has been filed with the office of the Clerk of the County on the date hereof. Dated November ©~ 2001. Albemarle County Non-Subsidized Local School Bond Principal Rate Interest Total Exhibit A Fiscal Total 7/1'5/2002 1/15/2OO3 7/15/2003 1/15/2O04 7/15/2OO4 1/15/2OO5 7/'15/2005 1/15/2OO6 7/15/2006 1/15/2007 7/15/2007 1/15/2008 7/15/2008 1/15/2009 7/15/2009 1/15/2010 7/15/2O 10 1/15/2011 7/15/2O 11 1/15/2012 7/15/2O 12 1/15/2013 7/15/2013 1/15/2014 7/15/2014 1/15/2015 7/15/2015 1/15/2016 7/15/2016 1/15/2017 7/15/2017 1/15/2018 7/15/2O 18 1/15/2019 7/15/2O 19 1/15/2020 7/15/2020 1/15/2021 7/15/202'1 1/15/2022 7/15/2O22 $1,020,000 3.100% $618,228.33 $1,638,228.33 0 447,861.25 447,861.25 1,020,000 3.600% 447,861.25 1,467,861.25 0 429,501.25 429,501.25 1,020,000 4.100% 429,501.25 1,449,501.25 0 408,591.25 408,591.25 1,020,000 4.100% 408,591.25 1,428,591.25 0 387,681.25 387,681.25 1,020,000 4.100% 387,681.25 1,407,681.25 0 366,771.25 366,771.25 1,020,000 4.100% 366,771.25 1,386,771.25 0 345,861.25 345,861.25 1,015,000 5.350% 345,861.25 1,360,861.25 0 318,710.00 318,710.00 1,015,000 4.350% 318,71'0.00 1,333,710.00 0 296,633.75 296,633.75 1,015,000 5.100% 296,633.75 1,311,633.75 0 270,751.25 270,751.25 1,015,000 4.350% 270,751.25 1,285,751.25 0 248,675.00 248,675.00 1,015,000 5.100% 248,675.00 1,263,675.00 0 222,792.50 222,792.50 1,015,000 5.100% 222,792.50 1,237,792.50 0 196,910.00 196,910.00 1,015,000 5.100% 196,910.00 1,211,910.00 0 171,027.50 171,027.50 1,015,000 5.100% 171,027.50 1,186,027.50 0 145,145.00 145,145.00 1,015,000 5.100% 145,145.00 1,160,145.00 0 119,262.50 119,262.50 1,015,000 5.100% 119,262.50 1,134,262.50 0 93,380.00 93,380.00 1,015,000 5.100% 93,380.00 1,108,380.00 0 67,497.50 67,497.50 1,0t 5,000 5.100% 67,497.50 1,082,497.50 0 41,615.00 41,615.00 1,015,000 3.100% 41,615.00 1,056,615.00 0 25,882.50 25,882.50 1,015,000 5.100% 25,882.50 1,040,882.50 0 0.00 0.00 2,086,089.58 1,897,362.50 1,858,092.50 1,816,272.50 1,774,452.50 1,732,632.50 1,679,571.25 1,630,343.75 1,582,385.00 1,534,426.25 1,486,467.50 1,434,702.50 1,382,937.50 1,331,172.50 1,279,407.50 1,227,642.50 1,175,877.50 1,124,112.50 1,082,497.50 1,040,882.50 Debt Total Premium Grand TOtal $20,330,000.00 426,771.25 $20,756,771.25 $9,827,328.33 $30,157,328.33 Dated Date 11/15/2001 ?,: Members, BoardofSuperviso~j~y From: Ella Washington Carey, CM~. Sul~lett: Reading IJst for September l~at~", September 14, 2001 March 21 (A), 200 t Ap~125, 2001 July II, 2001 Ms. Thomas Ms. Thomas Pages 1-17 (end at Itern# I I) - Mr. Dorrier /ewc