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HomeMy WebLinkAbout01.26.2016 Agenda BOARD OF COUNTY COMMISSIONERS January 26, 2016 Agenda 1:00 p.m. INVOCATION AND PLEDGE OF ALLEGIANCE CALL TO ORDER, President Terry L. Baker APPROVAL OF MINUTES – January 12, 2016 1:05 p.m. COMMISSIONERS’ REPORTS AND COMMENTS 1:10 p.m. REPORTS FROM COUNTY STAFF 1:20 p.m. MARYLAND DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT NEIGHBORHOOD CONSERVATION INITIATIVE GRANT AGREEMENT AMENDMENT – Susan Buchanan, Vicki Bender and Joyce Heptner 1:30 p.m. COMMUNITY ORGANIZATION FUNDING COMMITTEE’S FISCAL YEAR 2017 FUNDING RECOMMENDATIONS – James Hovis and Harry Reynolds (recommendations) 2:00 p.m. APPROVAL OF REVISED BYLAWS – AREA AGENCY ON AGING Frank Getz (bylaws) 2:15 p.m. MUTUAL AID AGREEMENT WITH FREDERICK COUNTY LAW ENFORCEMENT – Sheriff Doug Mullendore (agreement) 2:30 p.m. RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $3,400,000 OF ECONOMIC DEVELOPMENT REFUNDING REVENUE BONDS FOR THE BENEFIT OF SAINT JAMES SCHOOL, INCORPORATED Lindsey A. Rader (resolution and letter of intent) 3:00 p.m. PUBLIC HEARING APPLICATION FOR CONCEPT AND DEVELOPMENT PLAN AMENDMENT RZ-15-005 – Stephen Goodrich (related documentation) 3:30 p.m. WASHINGTON COUNTY COMMUNITY ACTION COUNCIL – SALE OF 101 SUMMIT AVENUE – Geordie Newman (deed) 3:50 p.m. SEPTIC AND TIER MAP DISCUSSION – Jill Baker and Stephen Goodrich (Tier map proposals and description guidelines) 4:10 p.m. TOWN GROWTH AREA REZONING DISCUSSION – Jill Baker and Stephen Goodrich (related documentation) 4:30 p.m. CITIZENS PARTICIPATION 4:40 p.m. CLOSED SESSION – (To discuss the appointment, employment, assignment, promotion, discipline, demotion, compensation, removal, resignation, or performance evaluation of appointees, employees, or officials over whom this public body has jurisdiction; or any other personnel matter that affects one or more specific individuals; to consider a matter that concerns the proposal for a business or industrial organization to locate, expand, or remain in the State; to consult with staff, consultants, or other individuals about pending or potential litigation;; and to consult with counsel to obtain legal advice on a legal matter.) Terry L. Baker, President Jeffrey A. Cline, Vice President John F. Barr LeRoy E. Myers Vincent G. Spong 100 West Washington Street, Room 226 | Hagerstown, MD 21740-4735 | P: 240.313.2200 | F: 240.313.2201 WWW.WASHCO-MD.NET Individuals requiring special accommodations are requested to contact the Office of the County Commissioners, 240.313.2200 Voice/TDD, to make arrangements no later than ten (10) working days prior to the meeting. Open Session Item SUBJECT: Maryland Department of Housing and Community Development Neighborhood Conservation Initiative Grant Agreement Amendment PRESENTATION DATE: January 26, 2016 PRESENTATION BY: Susan Buchanan, Office of Community Grant Management, Vicki Bender, Hagerstown Neighborhood Development Partnership, Inc., Joyce Heptner, Habitat for Humanity of Washington County RECOMMENDED MOTION: Move to accept an amended grant agreement providing an additional $125,508 from the Maryland Department of Housing and Community Development Neighborhood Conservation Initiative for down payment assistance and housing rehabilitation programs. REPORT-IN-BRIEF: The Department of Housing and Community Development (DHCD) has awarded Washington County an additional $125,508 for the purchase and rehabilitation of foreclosed homes in designated distressed areas of Hagerstown and to provide down payment assistance to eligible households purchasing foreclosed homes in those areas. The activities of the grant will be carried out by Habitat for Humanity of Washington County and Hagerstown Neighborhood Development Partnership, Inc. (HNDP). These funds are being added to an existing grant awarded in February of 2015 which provided $210,000 for Habitat for Humanity to purchase and rehabilitate homes for resale to low income families. Habitat purchased two properties and is currently renovating the homes. The additional grant award will provide Habitat for Humanity $80,000 to allow them to purchase an additional property and will provide $40,000 to HNDP, Inc. for down payment assistance. Washington County will receive the remaining $5,508 for administrative funding which will be utilized by the Office of Community Grant Management to cover the cost of administering and monitoring the grant. DISCUSSION: The Office of Community Grant Management has reviewed the grant agreement and grant funding guidelines. The grant’s performance period is from the date of execution through June 30, 2016. There is not a matching funds or in-kind contribution requirement associated with the grant. The grant sub-recipients, Habitat for Humanity and HNDP, Inc. have demonstrated their capacity to effectively and responsibly conduct grant funded activities during their previous grants. Board of County Commissioners of Washington County, Maryland Agenda Report Form The $5,508 in administrative funds for the County are expected to cover the cost of administering the grant during its performance period. FISCAL IMPACT: The County will receive $5,508 of administrative funds CONCURRENCES: Director, Office of Community Grant Management, Chief Financial Officer, Washington County ALTERNATIVES: Deny approval for submission this request ATTACHMENTS: AUDIO/VISUAL NEEDS: N/A Board of County Commissioners of Washington County, Maryland Agenda Report Form Open Session Item SUBJECT: Community Organization Funding Committee’s Fiscal Year 2017 Funding Recommendations PRESENTATION DATE: January 26, 2016 PRESENTATION BY: James B. Hovis, Director, Office of Community Grant Management; Harry Reynolds, Vice-Chair, Community Organization Funding Committee RECOMMENDED MOTION: The purpose of the presentation is to present the Committee’s recommendations. No motion or action is requested or required. REPORT-IN-BRIEF: The Community Organization Funding Committee is charged with reviewing and evaluating annual general fund budgetary requests submitted by community- based, non-profit organizations. Additionally the Committee is charged with making annual budgetary funding allocation recommendations to the Board of County Commissioners consistent with annually-established Board priorities. The Committee has fulfilled its obligation and today presents the Board of County Commissioners with those funding recommendations. DISCUSSION: On August 25, 2015, The Board of County Commissioners approved the following service priority areas and the amount of funding available for each: Arts & Culture: $217,810 Domestic Violence $306,900 Families & Children $248,800 Recreation $27,000 Seniors $873,110 Other $9,800 Total Available $1,683,420 As previously established by the Board, the Committee may reduce the amount available for any service priority area up to 10% with the concurrence of the Chief Financial Officer. The Committee is not obligated to recommend funding for a request even if the service priority has remaining funds available. Any remaining funds within a service priority area may be recommended within another service priority area at the discretion of the committee with the concurrence of the Chief Financial Officer. The Board of County Commissioners, at their sole discretion may accept, reject or amend the recommendations of the Committee. In October of 2015, the Committee received thirty-six (36) funding applications from thirty-three (33) separate organizations. The total amount of funding requested was $2,380,090.41. Each member of the Committee independently reviewed and scored each application over a period of 2 | Page AGENDA REPORT FORM six (6) weeks. The application scores were tallied and averaged. The applications were ranked based on the highest average score. In December of 2015, the Committee met as a group to discuss the applications and determine the appropriate funding allocation recommendations to present to the Board. The recommendations they present today are made in accordance with the parameters established by the Board. FISCAL IMPACT: An expenditure of $1,683,420 from the fiscal year 2017, General Fund budget CONCURRENCES: Community Organization Funding Committee ALTERNATIVES: The presented recommendations are subject to acceptance, rejection or amendment by and at the sole discretion of the Board of County Commissioners. ATTACHMENTS: Fiscal Year 2017, Community Organization Funding Recommendations AUDIO/VISUAL TO BE USED: N/A Organization Project Name FY 2017 Recommendation Doleman Black Heritage Museum, Inc.Rehousing and Reopening Museum -$ Discovery Station at Hagerstown, Inc.Operating 15,000.00$ The Maryland Symphony Orchestra, Inc.MSO Music Education 19,000.00$ The Maryland Theatre Association, Inc.Curtains and Hamper Purchase 9,000.00$ Washington County Arts Council, Inc.Operating 5,000.00$ Washington County Historical Society, Inc.Operating 20,000.00$ Washington County Museum of Fine Arts Operating 130,000.00$ 198,000.00$ CASA, Inc.Domestic Violence Program 300,000.00$ 300,000.00$ Boys & Girls Club of Washington County, Inc.Project SMART 20,000.00$ Brook Lane Health Services, Inc.School Based Mental Health 25,000.00$ CASA, Inc.Sexual Assault Programs 21,000.00$ Children In Need, Inc.Client Monthly Visits 8,000.00$ Children's Village of Washington County, Inc.Child Safety Education -$ Community Free Clinic, Inc.Chronic Disease Management Program 134,620.00$ Girls, Inc. of Washington County KIDS Program 10,000.00$ Mason Dixon BSA STEM Scouts -$ Potomac Case Management, Inc.Family Supported Housing -$ REACH of Washington County, Inc.Crisis Intervention 5,000.00$ Robert W. Johnson Community Center Inc.Together We Can Restore the Village 40,000.00$ San Mar Children's Home, Inc.Citizen Engagement Team -$ Star Community Inc.Music Therapy -$ The Salvation Army, Hagerstown Command Manna Feeding Program 15,000.00$ Together with Families, Inc.Family Center-Enhanced Parenting Program 10,000.00$ Washington County Community Action Council, Inc.Crisis Intervention/Case Management 25,000.00$ Washington County Community Mediation Center, Inc.Family Mediation 2,000.00$ Women of Valor Ministries, Inc.The Valor Crisis and Training Center -$ YMCA of Hagerstown, MD YMCA Camp Horizon -$ 315,620.00$ Hagerstown Neighborhood Dev. Partnership, Inc.Operating 9,800.00$ Humane Society of Washington County, Inc.Medical Supplies -$ 9,800.00$ Easter Seals Serving DC/MD/VA Adult Day Services 9,000.00$ Maryland Food Bank, Inc.Senior Pantry Program -$ Senior Living Alternatives, Inc. (Holly Place)Nurse 23,000.00$ The ARC of Washington County Vehicles for Day Break 5,000.00$ Washington Co. Commission on Aging, Inc.Senior Center 244,000.00$ Washington Co. Commission on Aging, Inc.Area Agency on Aging 562,000.00$ 843,000.00$ Robert W. Johnson Community Center, Inc.Outdoor Recreation 17,000.00$ 17,000.00$ ARTS & CULTURE Total Amount Recommended DOMESTIC VIOLENCE Total Amount Recommended RECREATION Total Amount Recommended FAMILIES & CHILDREN Total Amount Recommended OTHER Total Amount Recommended SENIORS Total Amount Recommended Open Session Item SUBJECT: Mutual Aid Agreement with Frederick County Law Enforcement PRESENTATION DATE: January 26, 2015 PRESENTATION BY: Sheriff Doug Mullendore RECOMMENDED MOTION: Accept the Mutual Aid Agreement REPORT-IN-BRIEF: The President’s Task Force on 21st Century Policing recommends that in-custody deaths by law enforcement be investigated by an independent agency for purposes of transparency to the public. This Mutual Aid Agreement would give authority for the Frederick County Sheriff’s Office to investigate in-custody deaths that involve a law enforcement officer from Washington County, to include the Washington County Sheriff’s Office. This Agreement would also cover the investigation of deaths occurring within the Detention Center. In return, the Washington County Sheriff’s Office would investigate in- custody deaths involving law enforcement officers from Frederick County, to also include the Frederick County Detention Center. This Agreement would provide for an independent agency investigation and review by the State’s Attorney’s Office. Both the Washington County State’s Attorney and the Frederick County State’s Attorney have reviewed and agreed to this Agreement. DISCUSSION: FISCAL IMPACT: The fiscal impact remains unknown because it cannot be predicted when an in-custody death may occur. Both Counties would experience the same fiscal impact and agree to provide the necessary resources to conduct these investigations. CONCURRENCES: Frederick County Sheriff’s Office, Frederick County Government, Frederick County State’s Attorney, Thurmont Police Chief, Brunswick Police Chief, Smithsburg Police Chief, Hancock Police Chief, Boonsboro Police Chief, and the Washington County State’s Attorney. ALTERNATIVES: Do not adopt the Agreement and each agency would investigate their own in-custody deaths. ATTACHMENTS: A copy of the Mutual Aid Agreement AUDIO/VISUAL NEEDS: Board of County Commissioners of Washington County, Maryland Agenda Report Form M UTUAL A ID A GREEMENT C ONCERNING E XTERNAL AND I NDEPENDENT C RIMINAL I NVESTIGATIONS THIS MUTUAL AID AGREEMENT (Agreement) is made as of the _____ day of ____________________, 2015, by and between the Frederick County Sheriff’s Office; the Brunswick Police Department; the Thurmont Police Department; the Washington County Sheriff’s Office; the Boonsboro Police Department; the Hancock Police Department; and the Smithsburg Police Department (the Participating Agencies) and their respective governing bodies, as applicable, the Frederick County Council; the Town of Brunswick; the Town of Thurmont; Board of County Commissioners of Washington County, Maryland; the Town of Boonsboro; the Town of Hancock; and the Town of Smithsburg. R ECITALS A . W HEREAS, the Final Report of the President’s Task Force on 21st Century Policing, May 2015, recommends that investigations of in-custody deaths, officer- involved shootings, serious uses of force, and serious injuries or deaths resulting from officer-involved motor vehicle collisions (singularly or collectively, Serious Incident or Serious Incidents) should be conducted by an external law enforcement agency independent of the agency in which the incident occurred; and B . WHEREAS, the Participating Agencies and their governing bodies agree that the building of public trust and confidence in the investigation of the Serious Incidents is enhanced by the use of investigative resources from independent and external agencies; and C . WHEREAS, a Participating Agency whose law enforcement officer is involved in a Serious Incident (the Involved Agency) agrees that the investigation of the incident should occur by a law enforcement agency from outside of the Involved Agency’s jurisdiction; D . WHEREAS, the parties intend to provide for a cooperative and transparent criminal investigation of Serious Incidents; and Page 1 of 8 E. WHEREAS, Section 2-105 of the Criminal Procedure Article of the Annotated Code of Maryland provides that county and municipal governments of the State may enter into such agreements for mutual aid assistance; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1 . INVESTIGATION BY OUTSIDE AGENCY 1.1. All Participating Agencies agree that the Frederick County Sheriff’s Office will conduct the investigation of any Serious Incident involving any law enforcement officer from any Participating Agency located in Washington County, and that the Washington County Sheriff’s Office will conduct the investigation of any Serious Incident involving any law enforcement officer from any Participating Agency located in Frederick County. In addition, the Frederick County Sheriff’s Office agrees to investigate any death that occurs within the custody of the Washington County Detention Center, and the Washington County Sheriff’s Office agrees to investigate any death that occurs within the custody of the Frederick County Detention Center. 1.2. The agency conducting the investigation of Serious Incidents shall have full authority to conduct said investigation and to file criminal charges in the county where the incident occurred. When an investigation indicates that traffic charges are preferred against an officer, then traffic charges will be sought through the District Court in the county where the incident occurred. 1.3. In criminal investigations, the investigatory agency will be responsible for processing the crime scene and conducting a thorough investigation of the Serious Incident, including the collection and retention of all evidence, statements, data, information, etc. 1.4. The Involved Agency shall cooperate fully with the investigatory agency, and will provide access to reports, necessary resources or equipment, interviewing officers, or any other necessary resources or efforts for the conduct of a thorough and impartial investigation. 1.5. When an officer is involved in a traffic collision where serious injury or death is involved, the investigatory agency shall assign an Accident Reconstruction Team to investigate the collision. The Involved Agency will provide full access to Page 2 of 8 the scene and to any and all vehicles, property, and evidence involved in the collision scene or necessary for the complete and thorough investigation of the collision. 1.6. The investigatory agency shall provide regular updates to the Chief or Sheriff of the Involved Agency on the status of the investigation. 1.7. In the event that law enforcement officers of Participating Agencies from both Frederick and Washington counties are involved in a Serious Incident, then the Maryland State Police will be requested to conduct the investigation. If a law enforcement officer from the Maryland State Police is also involved in the same incident, then an independent law enforcement agency from another jurisdiction will be requested to conduct the investigation. 1.8. The investigatory agency shall submit their final report and findings to the State’s Attorney’s Office of the jurisdiction where the incident occurred. That State’s Attorney’s Office will follow its protocols for reviewing the investigation and recommending the filing of any criminal or traffic charges. The investigatory agency shall then follow the recommendations of the State’s Attorney for the jurisdiction where the incident occurred. This Agreement is not intended to preclude the State’s Attorney of the jurisdiction where the incident occurred from requesting that a State’s Attorney from another jurisdiction review the investigation, recommend the filing of charges, or prosecute any matter. 1.9. The investigatory agency agrees to conduct the investigation and to participate in any subsequent legal proceedings resulting therefrom, without cost to the involved agency. 2 . INVOLVED AGENCY RESPONSIBILITIES 2.1. Any Participating Agency whose law enforcement officer is involved in a Serious Incident shall cooperate fully with the investigatory agency. 2.2. Participating Agencies shall ensure that its policies require any law enforcement officer involved in a Serious Incident to submit a “Use of Force” report within 48 hours of the Serious Incident’s occurrence. Page 3 of 8 2.3. It is the responsibility of the Involved Agency to conduct or have another agency conduct the Internal Investigation of the incident. However, the criminal investigation shall take precedence over the internal investigation. 3 . G OVERNING BODY DECLARATIONS 3.1. Pursuant to Section 2-102 of the Criminal Procedure Article of the Annotated Code of Maryland, the governing bodies of the Participating Agencies grant full authority to the investigatory agency’s law enforcement officers to make arrests, conduct Serious Incident investigations, and file criminal and/or traffic charges in the county in which the incident occurred, and otherwise enforce the laws of the State. 3.2. Nothing in this Agreement is intended to alter or diminish the lawful authority of the Participating Agency law enforcement officers to use reasonable and necessary force, effect arrests, file charges, or otherwise fulfill their law enforcement obligations consistent with the requirements of the constitutions and laws of the United States and the State of Maryland. 4 . TERMINATION 4.1. Any party shall have the right to withdraw from this Agreement by providing sixty (60) days written notice to the other parties. A reasonable amount of time shall be allowed to complete any open investigations pending at the time of receipt of the written notice. 4.2. Withdrawal by a party is effective only as to that party; it does not terminate Agreement, the terms of which remain in full force and effect as to the remaining parties. However, if either the Frederick County Sheriff’s Office or the Washington County Sheriff’s Office provides written notice of termination, then this Agreement is terminated and its provisions are of no further force or effect. 5 . M ODIFICATION 5.1. This Agreement may be modified at any time with the unanimous consent of all the parties. No modification shall be effective unless made in writing and executed and approved with the same formality as this Agreement Page 4 of 8 6 . IMMUNITY; PRIVILEGES; & REIMBURSEMENT 6.1. The parties acknowledge and agree that in accordance with Section 2-105 of the Criminal Procedure Article of the Annotated Code of Maryland that: (1) Acts performed in furtherance of this Agreement by law enforcement officers, deputies, agents or employees, and the connected expenditures by either Participating Party shall be deemed to be conclusively for a public and government purpose; (2) A Participating Party acting through its law enforcement officers or other officers, agents, or employees for a public or governmental purpose beyond its boundaries pursuant to this Agreement or under the authority of Section 2-105 shall have the same immunities from liability that the Participating Party has when acting through its law enforcement officers or other officers, agents, or employees for a public or governmental purpose within its boundaries; and (3) When the law enforcement officers or other officers, agents, or employees of a Participating Party are acting beyond the boundaries of the county or municipal corporation pursuant to this Agreement, pursuant to the authority of Section 2-105, or pursuant to other lawful authority, the law enforcement officers and other officers, agents, and employees of the county or municipal corporation shall have the same immunity from liability described in Section 5-612 of the Courts & Judicial Proceedings Article and exemptions from laws, ordinances, and regulations, and the same pension, relief, disability, workers' compensation, and other benefits as those persons have while performing their duties within the boundaries of the county or municipal corporation. Except in cases of willful misconduct, gross negligence, or bad faith, the employees, agents, or representatives of the state or any political subdivision thereof, nor any volunteer or auxiliary emergency management worker or member of any agency engaged in any emergency management activity shall not be liable for the death of or the injury to person or for damage to property as a result of any such activity. 6.2. Officers, agents, and employees of an investigatory agency rendering aid pursuant to this Agreement shall have the same powers, duties, rights, privileges, and immunities as if they were performing their duties in the political subdivisions in which they are normally employed. Page 5 of 8 6.3. The investigatory agency shall not receive reimbursement for any acts performed in furtherance of this Agreement including, but not limited to, wages, overtime wages, and costs. 7 . WAIVER & INDEMNIFICATION 7.1. As required by Section 2-105 of the Criminal Procedure Article of the Annotated Code of Maryland, the parties acknowledge and agree that: (i) each party hereby waives any and all claims against the other party that may arise out of its activities outside of its jurisdiction; and (ii) each party shall indemnify and hold harmless the other party from all claims by third parties for property damage or personal injury that may arise out of the activities of the other party outside its jurisdiction. 8 . S EVERABILITY 8.1. If any provision herein shall be deemed invalid by a court of competent jurisdiction, the remainder of this Agreement, to the extent practicable, shall remain in full force and effect. 9 . B INDING EFFECT 9.1. The parties hereto agree that all covenants, stipulations, promises, agreements and provisions of this MOU shall apply to, bind and be obligatory upon the parties hereto, their successors and assigns, or any of them whether expressed or not. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals. ATTEST: MAYOR AND COUNCIL OF THE TOWN OF BOONSBORO, MARYLAND _____________________________ BY ________________________________ Sarah M. Campbell, Clerk Charles F. Kauffman, Mayor Page 6 of 8 ATTEST: MAYOR AND COUNCIL OF THE TOWN OF BRUNSWICK, MARYLAND _____________________________ BY ________________________________ Carrie Myers, Office Mgr. Karin Tome, Mayor ATTEST: MAYOR AND COUNCIL OF THE TOWN OF HANCOCK, MARYLAND _____________________________ BY ________________________________ Jodi Finney, Clerk Daniel A. Murphy, Mayor ATTEST: MAYOR AND COUNCIL OF THE TOWN OF SMITHSBURG, MARYLAND _____________________________ BY ________________________________ Betsy Martin, Clerk Mildred “Mickey” Myers, Mayor ATTEST: MAYOR AND COUNCIL OF THE TOWN OF THURMONT, MARYLAND _____________________________ BY ________________________________ Robin Clem, Clerk John A. Kinnaird, Mayor ATTEST: FREDERICK COUNTY, MARYLAND _____________________________ BY ________________________________ Douglas D. Browning, CAO Jan H. Gardner, County Executive Page 7 of 8 ATTEST: FREDERICK COUNTY SHERIFF’S OFFICE _____________________________ BY ________________________________ Witness Charles A. Jenkins, Sheriff ATTEST: BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, MARYLAND _____________________________ BY ________________________________ Vicki Lumm, Clerk Terry L. Baker, President ATTEST: WASHINGTON COUNTY SHERIFF’S OFFICE _____________________________ BY ________________________________ Witness Douglas W. Mullendore, Sheriff Page 8 of 8 Open Session Item SUBJECT: Resolution Authorizing the Issuance of Not to Exceed $3,400,000 of Economic Development Refunding Revenue Bonds for the Benefit of Saint James School, Incorporated. PRESENTATION DATE: January 26, 2016, 2:30 P.M. PRESENTATION BY: Lindsey A. Rader, Funk & Bolton, P.A., County Bond Counsel. RECOMMENDED MOTION: Move to adopt the Resolution. REPORT-IN-BRIEF: The Resolution approves the issuance and sale from time to time by County Commissioners of Washington County (the “County”) of one or more series of refunding revenue bonds in an aggregate principal amount not to exceed $3,400,000 (the “Bonds”), and the lending of the proceeds thereof to Saint James School, Incorporated (the “Borrower”), pursuant to the authority of the Maryland Economic Development Revenue Bond Act (the “Act”) for the purpose of refinancing costs of the Facility identified below by refunding the 1999 Bonds identified below. DISCUSSION: On December 20, 1999, the County issued its Washington County, Maryland Economic Development Revenue Bonds (Saint James School Project), Series 1999 in the original aggregate principal amount of $5,000,000 (the “1999 Bonds”), and loaned the proceeds thereof to the Borrower. Proceeds of the 1999 Bonds were applied by the Borrower to finance certain costs of a project consisting of: (i) the construction, renovation and equipping of secondary school facilities, including construction of new kitchen and dining facilities; construction of a student dormitory with faculty apartments; renovation of existing gymnasium to provide fitness facilities; renovation and equipping of science labs; renovation of faculty apartments in existing dormitory facilities; and construction of replacement outdoor tennis courts; (ii) the acquisition and installation of necessary or useful equipment, machinery, furnishings and fixtures for the foregoing; (iii) the acquisition of other improvements or interests in land necessary or useful for the foregoing, including roads or other rights of access, utilities, and site preparation facilities; and (iv) the payment of certain costs of issuance of the 1999 Bonds. The facilities, improvements, personal property and interests in land generally described in clauses (i) through (iii) of the foregoing sentence are collectively referred to as the “Facility”. The Facility is located within the corporate boundaries of the County. Proceeds from the sale of the Bonds will be loaned to the Borrower and used for the public purpose of (1) refunding in whole or in part the outstanding 1999 Bonds, (2) financing or Board of County Commissioners of Washington County, Maryland Agenda Report Form reimbursing costs of issuance of the Bonds, (3) establishing reserves and/or (4) paying other eligible costs permitted by the Act. In the Letter of Intent attached as Exhibit A to the Resolution the Borrower has indicated that the proposed refunding will lower its annual operating costs and that the Bonds are expected to be issued as fixed rate bonds, which will eliminate budgetary uncertainty the Borrower currently experiences because the 1999 Bonds are variable rate bonds. FISCAL IMPACT: None. The County will be a conduit to issue the Bonds, the proceeds of which will be loaned to the Borrower. Payment of debt service on the Bonds is the responsibility of the Borrower and not the County. The issuance will have no impact on the County’s borrowing limits or financial position. The Borrower will be responsible for all costs of the proposed transaction, whether or not the Bonds are ever issued. CONCURRENCES: John M. Martirano, County Attorney. ALTERNATIVES: If the Resolution is not approved, the Bonds may not be issued by the County, and the Borrower will have to seek another qualifying issuer or commercial financing. ATTACHMENTS: Proposed Resolution, with a copy of the Letter of Intent of the Borrower required by the Act attached thereto as Exhibit A. Following adoption of the Resolution, the original Letter of Intent shall be countersigned by the President of the Board of County Commissioners. AUDIO/VISUAL NEEDS: N/A RESOLUTION NO. RS-2016-__ A RESOLUTION AUTHORIZING AND EMPOWERING COUNTY COMMISSIONERS OF WASHINGTON COUNTY (THE “COUNTY”), PURSUANT TO AND IN ACCORDANCE WITH THE MARYLAND ECONOMIC DEVELOPMENT REVENUE BOND ACT (THE “ACT”), TO ISSUE AND SELL, AT ONE TIME OR FROM TIME TO TIME, AS LIMITED OBLIGATIONS AND NOT UPON ITS FAITH AND CREDIT OR PLEDGE OF ITS TAXING POWER, ITS ECONOMIC DEVELOPMENT REFUNDING REVENUE BONDS IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $3,400,000, AND TO LOAN THE PROCEEDS FROM THE SALE OF SUCH BONDS TO SAINT JAMES SCHOOL, INCORPORATED (THE “BORROWER”), TO BE USED FOR THE PUBLIC PURPOSE OF REFINANCING COSTS OF THE ACQUISITION AND IMPROVEMENT OF CERTAIN FACILITIES (WITHIN THE MEANING OF THE ACT) LOCATED IN THE COUNTY AND USED BY THE BORROWER IN THE PROVISION OF COLLEGE PREPARATORY BOARDING AND DAY SCHOOL EDUCATION FOR GRADES 8-12 AND FINANCING OTHER COSTS PERMITTED BY THE ACT; SPECIFYING AND DESCRIBING THE FACILIT IES TO BE REFINANCED; GENERALLY DESCRIBING THE PUBLIC PURPOSES TO BE SERVED AND THE REFINANCING TRANSACTION TO BE ACCOMPLISHED; AUTHORIZING THE PRESIDENT OF THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY, BY EXECUTIVE ORDER OR OTHERWISE, TO SPECIFY, PRESCRIBE, DETERMINE, PROVIDE FOR, OR APPROVE, CERTAIN MATTERS, DETAILS, FORMS, DOCUMENTS OR PROCEDURES NECESSARY OR DESIRABLE TO EFFECTUATE THE AUTHORIZATION, SALE, SECURITY, ISSUANCE, DELIVERY AND PAYMENT OF AND FOR SUCH BONDS AND THE LENDING OF THE PROCEEDS THEREOF TO THE BORROWER; RESERVING CERTAIN RIGHTS IN THE COUNTY; AUTHORIZING CERTAIN OFFICIALS OF THE COUNTY TO MAKE CERTAIN ADDITIONAL DETERMINATIONS OR UNDERTAKE CERTAIN ACTIONS PRIOR TO OR SUBSEQUENT TO THE ISSUANCE OF THE BONDS; AUTHORIZING THE ACCEPTANCE OF THAT CERTAIN LETTER OF INTENT DELIVERED BY THE BORROWER TO THE COUNTY AS REQUIRED BY THE ACT; PROVIDING FOR THE DATE BY WHICH ANY BONDS MUST BE ISSUED UNDER AUTHORITY OF TH IS RESOLUTION; PROVIDING THAT THE PROVISIONS OF THIS RESOLUTION SHALL BE LIBERALLY CONSTRUED; AND GENERALLY PROVIDING FOR AND DETERMINING VARIOUS MATTERS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS AND THE LENDING OF THE PROCEEDS THEREOF TO THE BORROWER, AS REQUIRED OR PERMITTED BY THE ACT. R E C I T A L S 1. Sections 12-101 to 12-118, inclusive, of the Economic Development Article of the Annotated Code of Maryland, as replaced, supplemented or amended, being the Maryland Economic Development Revenue Bond Act (the “Act”), empower any “public body” (as defined in the Act), at the request of a “facility applicant” (as defined in the Act), to issue and sell “bonds” (as defined in the Act), as its limited obligations and not upon its faith and credit or pledge of its taxing power, at any time and from time to time, and to loan or otherwise provide the proceeds of the sale of such bonds to a “facility user” (as defined in the Act) in order to “finance” (as defined in the Act, which includes “refinance”) the costs of the acquisition or “improvement” (as defined in the Act) of a “facility” (as defined in the Act) for a facility user, including working capital, to refund outstanding bonds, to pay the costs of preparing, printing, selling, and issuing those bonds, to fund reserves, and to pay interest on such bonds in the amount and for the period the public body deems reasonable. 2. The Act states that its declared legislative purposes are to (1) relieve conditions of unemployment in the State of Maryland (the “State”); (2) encourage the increase of industry and commerce and a balanced economy in the State; (3) assist in the retention of existing industry and commerce in, and the attraction of new industry and commerce to, the State through, among other things, the development of ports, the control or abatement of environmental pollution and the use and disposal of waste; (4) promote economic development; (5) protect natural resources and encourage resource recovery; and (6) promote the health, welfare and safety of the residents of the State. 3. The Act provides that a public body may acquire or improve a facility with bond proceeds: (i) by leasing the facility to a facility user; (ii) by selling the facility to a facility user under an installment sale agreement; (iii) by lending bond proceeds to a facility user to be used to finance a facility; or (iv) in any other manner that the public body considers appropriate to accomplish the legislative purposes of the Act. 4. The Act provides that to implement the authority conferred upon it by the Act to issue bonds, the legislative body of a county or municipal corporation shall adopt a resolution that (i) specifies and describes the facility; (ii) generally describes the public purpose to be served and the financing transaction; (iii) specifies the maximum principal amount of the bonds that may be issued; and (iv) imposes terms or conditions on the issuance and sale of the bonds that it deems appropriate. 5. The Act provides that the legislative body of a county or municipal corporation, by resolution, may itself, or may authorize (i) its “finance board” (as defined in the Act), (ii) the “chief executive” (as defined in the Act), who shall act by executive order or otherwise, or (iii) any other appropriate administrative officer, who shall act by order or otherwise with the approval of the chief executive, to specify, determine, prescribe and approve matters, documents and procedures that relate to the authorization, sale, security, issuance, delivery and payment of and for the bonds; create security for the bonds; provide for the administration of bond issues through trust or other agreements with a bank or trust company that cover a countersignature on a bond, the delivery of a bond, or the security for a bond; and take other action considered appropriate concerning the bonds. 6. Pursuant to the provisions of the Act (as previously codified as Sections 14-101 to 14-109, inclusive, of Article 41 of the Annotated Code of Maryland) and a Resolution adopted by the Board of County Commissioners of Washington County (the “Board”), County Commissioners of Washington County, a body politic and corporate, a political subdivision of the State of Maryland and a “public body” within the meaning of the Act (the “County”), on December 20, 1999 issued its Washington County, Maryland Economic Development Revenue Bonds (Saint James School Project), Series 1999 in the original aggregate principal amount of - 2 - $5,000,000 (the “1999 Bonds”), and loaned the proceeds thereof to Saint James School, Incorporated (the “Borrower”). Proceeds of the 1999 Bonds were applied by the Borrower to finance certain costs of a project consisting of: (i) the construction, renovation and equipping of secondary school facilities, including construction of new kitchen and dining facilities; construction of a student dormitory with faculty apartments; renovation of existing gymnasium to provide fitness facilities; renovation and equipping of science labs; renovation of faculty apartments in existing dormitory facilities; and construction of replacement outdoor tennis courts; (ii) the acquisition and installation of necessary or useful equipment, machinery, furnishings and fixtures for the foregoing; (iii) the acquisition of other improvements or interests in land necessary or useful for the foregoing, including roads or other rights of access, utilities, and site preparation facilities; and (iv) the payment of certain costs of issuance of the 1999 Bonds. The facilities, improvements, personal property and interests in land generally described in clauses (i) through (iii) of the foregoing sentence are collectively referred to as the “Facility”. The Facility is located within the corporate boundaries of the County. 7. The County has received a letter of intent from the Borrower, a copy of which is attached hereto as Exhibit A and made a part hereof (the “Letter of Intent”), requesting that the County issue and sell its bonds pursuant to the authority of the Act and loan the proceeds of the sale thereof to the Borrower, for the purpose of (1) refinancing costs (to the fullest extent permitted by the Act) of the acquisition and improvement of the Facility by effecting a refunding in whole or in part of the outstanding 1999 Bonds, (2) financing or reimbursing costs of issuance of such refunding bonds, (3) establishing reserves and/or (4) financing or reimbursing other eligible costs permitted by the Act, all to the fullest extent permitted by the Act (collectively, the “Refunding Project”). 8. The Letter of Intent provides that the Facility is used by the Borrower in its capacity as a 501(c)(3) organization, within the meaning of Section 150(a)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), for tax-exempt purposes in its activities of providing college preparatory boarding and day school education for boys and girls in Grades 8- 12. 9. The Borrower acknowledges in the Letter of Intent that the County reserves certain rights concerning the issuance of such bonds as provided in Section 14 of this Resolution. 10. The County, based upon the findings and determinations and subject to the reservation of rights set forth below, has determined to issue and sell, in addition to any bonds authorized to be issued by any other act of the County, its bonds (within the meaning of the Act), in one or more series at one time or from time to time, in an aggregate principal amount not to exceed Three Million Four Hundred Thousand Dollars ($3,400,000) (collectively, the “Bonds”), and to loan the proceeds of the Bonds (collectively, the “Loan”) to the Borrower on the terms and conditions as hereinafter provided in order to finance costs of the Refunding Project. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF WASHINGTON COUNTY, THAT: - 3 - Section 1. It is hereby found and determined as follows: (a) The Recitals to this Resolution are incorporated by reference herein and deemed a substantive part of this Resolution. Capitalized terms used in this Resolution and not otherwise defined herein shall have the meanings given to such terms in the Recitals. (b) As evidenced by the Letter of Intent, a “letter of intent” within the meaning of the Act, the issuance of the Bonds pursuant to the Act by the County, a “public body” and a county within the meaning of the Act, in order to loan the proceeds to the Borrower, a “facility applicant” and a “facility user” within the meaning of the Act, for the sole and exclusive purpose of financing or refinancing the acquisition and “improvement” within the meaning of the Act of the Facility, which is a “facility” within the meaning of the Act, will facilitate the financing of costs of the Refunding Project by the Borrower. References in this Resolution to “acquire”, “acquisition”, “improve”, “improvement”, “finance” or any other term defined in the Act shall have the meanings given to such terms in the Act, as applicable. In addition, references in this Resolution to “finance” or “financing” shall be deemed to include to “refinance”, “refinancing”, “reimburse” or “reimbursement”, as applicable. (c) Based on representations of the Borrower set forth in the Letter of Intent, the issuance and sale of the Bonds by the County pursuant to the Act for the purpose of financing costs (to the fullest extent permitted by the Act) of the Refunding Project, will promote the declared legislative purposes of the Act by lowering the Borrower’s annual operating costs, thereby (i) sustaining jobs and employment by retention of a significant number of jobs, thus relieving conditions of unemployment in the County and the State; (ii) assisting in the retention of existing industry and commerce and in the attraction of new industry and commerce in the County and the State; (iii) promoting economic development in the County and the State; and (iv) generally promoting the health, welfare and safety of the residents of the County and the State. To the extent the Bonds are issued as fixed rate bonds as anticipated, budgetary uncertainty will be eliminated with respect to the debt service component of the Borrower’s annual budget cycle. (d) AS PROVIDED IN THE ACT, THE BONDS AND THE INTEREST ON THEM (I) ARE NOT DEBTS OR CHARGES AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR CHARTER PROVISION OR STATUTORY LIMITATION AND (II) MAY NOT GIVE RISE TO ANY PECUNIARY LIABILITY OF THE COUNTY. THE BONDS ARE NOT A PLEDGE OF THE FAITH AND CREDIT OR TAXING POWER OF THE COUNTY. (e) AS PROVIDED IN THE ACT, THE BONDS AND THE INTEREST ON THEM SHALL BE LIMITED OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM THE REVENUES DERIVED FROM LOAN REPAYMENTS (BOTH PRINCIPAL AND INTEREST) MADE TO THE COUNTY (OR ITS ASSIGNEE) BY THE BORROWER ON ACCOUNT OF THE LOAN OR OTHER MONEY MADE AVAILABLE TO THE COUNTY FOR SUCH PURPOSE. (f) As security for the Bonds, the County may enter into one or more agreements with a trustee for the benefit of the holder(s) of the Bonds or with the holder or holders of the - 4 - Bonds if no trustee is appointed for the purpose of assigning or pledging revenues or other security received in connection with the financing of costs of the Refunding Project. As further security for the Bonds, the County may assign to the trustee for the holder(s) of the Bonds or to the holder or holders of the Bonds if no trustee is appointed any interest in the Facility or other real or personal property that is granted to the County by the Borrower pursuant to a deed of trust, mortgage or similar instrument. Except for certain rights of the County to indemnification and to payments with respect to its administrative expenses, the entire revenues derived from payments on the Loan shall be set apart and applied to the payment of the principal of, premium, if any, and interest on the Bonds. (g) The proceeds of the Loan will be paid directly to, and will be disbursed by, the trustee for the benefit of the holder(s) of the Bonds or by the holder or holders of the Bonds if no trustee is appointed. No moneys will be commingled with the County’s funds or will be subject to the absolute control of the County, but only to such limited supervision and checks as are deemed necessary or desirable to ensure that the proceeds of the sale of the Bonds are used to accomplish the public purposes of the Act and this Resolution. The transactions contemplated by this Resolution do not constitute the acquisition of any physical public betterment or improvement or the acquisition of property for public use or the purchase of equipment for public use, and do not constitute a capital project of the County within the meaning of any statutory or charter provision. The public purposes expressed in the Act are to be achieved by facilitating the financing of costs of the Refunding Project by the Borrower. (h) The County will acquire and retain no interest in the Facility, either on its own behalf or for the purpose of creating any security for the Bonds (other than such interest as may be held by parties secured by any security interest granted by the Borrower). Any such security interest in favor of the County shall be assigned to the trustee for the benefit of the holder(s) of the Bonds or to the holder or holders of the Bonds if no trustee is appointed. (i) The President of the Board of County Commissioners of Washington County (the “President” and the “Board”, respectively) is the “chief executive” of the County within the meaning of the Act and shall undertake on behalf of the County certain responsibilities described in the Act and hereinafter specified. (j) The adoption of this Resolution shall not in any way indicate the approval of, or constitute any commitment for approval by, the County or any of its officials or employees of any license, permit, application or any other request to the County, if any, with respect to the zoning or other land use matters relating to the Facility or the operation of the Facility. (k) The County accepts (i) the designation of the firm of Miles & Stockbridge P.C. as (A) bond counsel to render customary approving and tax opinions relating to the Bonds and (B) counsel to the currently intended bank purchaser of the Bonds, and (ii) the designation of the firm of Funk & Bolton, P.A. as issuer’s counsel. To the extent the Bonds are issued in separate series from time to time, the President may provide in accordance with Section 5 of this Resolution for a different designation of bond counsel, counsel to any bank purchaser and/or issuer’s counsel with respect to any subsequent series of the Bonds issued at a later time after the first series of the Bonds. In addition, to the extent none of the Bonds are issued to the currently intended bank purchaser, the President may provide in accordance with Section 5 of this - 5 - Resolution for a different designation of bond counsel (including designating any other roles such bond counsel may assume with respect to the transactions contemplated by this Resolution). Section 2. The County is hereby authorized to issue, sell and deliver the Bonds, at any time and from time to time, in one or more series, in an aggregate principal amount not to exceed Three Million Four Hundred Thousand Dollars ($3,400,000), whether taxable or tax- exempt for purposes of the Code, pursuant to the Act and this Resolution, and each series of the Bonds shall be identified by the year of issue or by some other or additional appropriate designation. Any series of the Bonds may be issued as a single installment bond and, in such event, references in this Resolution to the Bonds shall be deemed to mean such single installment bond with respect to such series. Section 3. It is hereby determined that the best interests of the County and the Borrower will be served by selling the Bonds of any series at negotiated sale to one or more banking institutions or other institutional lenders or institutional investors as may be satisfactory to the President and the Borrower and at par, unless the President deems it to be in the best interest of the County, with the consent of the Borrower, to sell the Bonds of such series at competitive sale and/or for a price above or below par as determined in accordance with Section 5(viii) hereof, as permitted by the Act. Section 4. The proceeds of the sale of the Bonds will be loaned by the County to the Borrower and shall be used by the Borrower solely for the purpose of financing costs of the Refunding Project to the fullest extent permitted by the Act, including to the extent permitted by the holder or holders of the Bonds, payment of the costs of preparing, printing, selling and issuing the Bonds, funding reserves, or payment of any other costs permitted by the Act. The Borrower shall own, use or manage, or provide for the ownership, use or management of, the Facility so as to remain a facility user within the meaning of the Act for as long as any of the Bonds remain outstanding and unpaid. Section 5. Prior to the issuance, sale and delivery of the Bonds of any series, the President, by executive order or otherwise: (i) shall prescribe the form, tenor, terms and conditions of and security for the Bonds of such series; (ii) shall prescribe the designation, principal amounts, rate or rates of interest or method of determining the rate or rates of interest, denominations, date, maturity or maturities (within the limits prescribed in the Act and to the extent applicable, the Code), and the time and place or places of payment of the Bonds of such series, and the terms and conditions and details under which the Bonds of such series may be called for redemption or prepayment prior to their stated maturities; (iii) if necessary, may appoint a trustee, a bond registrar and/or a paying agent or agents for the Bonds of such series; - 6 - (iv) shall approve the form and contents of, and, subject to Section 6 hereof, execute and deliver (where applicable), a loan or loan agreements (which may be known by any name, including, without limitation, a “loan agreement”, a “loan and financing agreement” or a “bond and financing agreement”), and such other documents, including (without limitation) trust indentures, assignments, mortgages, deeds of trust, guaranties and security instruments to which the County is a party and which may be necessary to effectuate the issuance, sale and delivery of the Bonds of such series (collectively, the “Documents”); (v) may prepare and distribute, in conjunction with representatives of the Borrower and any prospective purchasers of or underwriters for the Bonds of any series, both a preliminary and a final official statement, offering memorandum or similar disclosure document in connection with the sale of the Bonds of any series, if determined to be necessary or desirable for the sale of the Bonds of such series, provided, however, that any such preliminary official statement, offering memorandum or similar disclosure document shall be clearly marked to indicate that it is subject to completion and amendment; (vi) may execute and deliver a contract or contracts for the purchase and sale of the Bonds of any series (or any portion thereof) in form and content satisfactory to the President; (vii) shall determine the time of execution, issuance, sale and delivery of the Bonds of such series and prescribe any and all other details of the Bonds of such series; (viii) shall determine the method and the price for the sale of the Bonds of such series, as contemplated in Section 3 of this Resolution, and shall approve the terms of the sale of the Bonds of such series; (ix) shall provide for the direct payment by the Borrower of all costs, fees and expenses incurred by or on behalf of the County in connection with the issuance, sale and delivery of the Bonds of such series, including (without limitation) costs of printing (if any) and issuing the Bonds of such series, legal expenses (including the fees of bond counsel and issuer’s counsel) and compensation to any person in connection with the issuance of the Bonds (other than full-time employees of the County); (x) may provide for the funding of reserves for the Bonds of such series and for the payment of interest on the Bonds of such series in such amounts, or for such period, as the President deems reasonable, all within the limitations of the Act and this Resolution; and (xi) shall do any and all things necessary, proper or expedient in connection with the issuance, sale and delivery of the Bonds of such series and in order to accomplish the legislative purposes of the Act and the public purposes of this Resolution, subject to the limitations set forth in the Act and any limitations prescribed by this Resolution. Section 6. (a) The President or the Vice President of the Board (the “Vice President”), by his or her manual or facsimile signature, is hereby authorized and directed to execute the Bonds of any series in the name and on behalf of the County and to deliver the Bonds to the purchaser thereof. The corporate seal of the County shall be affixed on such Bonds - 7 - and attested by the manual or facsimile signature of the County Clerk of the County (the “County Clerk”) or other appropriate official. If any of the Bonds are required to be signed by a trustee, paying agent, registrar, fiscal agent or other agent or custodian, any other signature required or permitted to be placed upon the Bonds may be executed manually or by facsimile. Any such signature shall be made in accordance with the Act and other applicable Maryland law. (b) The President or the Vice President is hereby authorized to execute, by his or her manual or facsimile signature, to deliver, in the name and on behalf of the County, and to cause the corporate seal of the County, attested by the manual or facsimile signature of the County Clerk or other appropriate official, to be affixed upon the Documents where required. Upon due execution, the Documents shall become binding upon the County in accordance with their respective terms, as authorized by the Act and this Resolution. Section 7. The President, the Vice President, the County Administrator of the County (the “County Administrator”), the Chief Financial Officer of the County (the “Chief Financial Officer”) and all other appropriate officials and employees of the County are hereby authorized and empowered to do any and all things, execute, acknowledge, seal and deliver such other and further instruments, supporting documents and certificates, and otherwise take any and all action, necessary, proper or expedient to consummate the transactions contemplated by this Resolution in accordance with the Act and this Resolution. Section 8. (a) As described in the Letter of Intent, the County will not incur any liability, direct or indirect, or any cost, direct or indirect, in connection with the issuance and sale of the Bonds, the making of the Loan or the Refunding Project; accordingly, the Borrower shall negotiate and approve all financing arrangements in connection with the Refunding Project, and to the extent Bond proceeds are not available to pay the same, pay all costs incurred by or on behalf of the County in connection with the authorization, issuance and sale of the Bonds, the making of the Loan, including the administration thereof, and the financing of costs of the Refunding Project, including (without limitation) all costs incurred in connection with the development of the appropriate legal documents necessary to effectuate the proposed financing, including (without limitation) the fees and expenses of bond counsel and issuer’s counsel, and compensation to any other person (other than full-time employees of the County) performing services by or on behalf of the County in connection with the transactions contemplated by this Resolution, including, without limitation, any trustee, bond registrar or paying agent for the Bonds, whether or not the proposed financing is consummated. The County shall have no liability or responsibility for the payment of any such fees and expenses. (b) In order to implement Section 12-113 of the Act stating that the Bonds may not give rise to pecuniary liability of the County, the Bonds and the Documents may provide that no trustee for the holder(s) of the Bonds or the holder(s) of the Bonds, as applicable, shall look to the County for damages suffered by such holder(s) of the Bonds as a result of a failure of the County to perform any covenant, undertaking or obligation under the Bonds or the Documents, nor as a result of the incorrectness of any representation made by the County in the Bonds or the Documents. Although this Resolution recognizes that the Bonds and the Documents shall not give rise to pecuniary liability of the County, nothing contained in this Resolution, the Bonds or the Documents shall be construed to preclude in any way any action or proceedings (other than that element in any action or proceeding involving a claim for monetary damages against the - 8 - County or its officials, employees or agents) in any court or before any governmental body, agency or instrumentality, or otherwise against the County or any of its officials or employees to enforce the provisions of the Bonds or the Documents. (c) Although the Documents may provide that the County shall have the right to seek remedies in the event of certain events of default as stated therein, it is contemplated that the County will assign such right to take action to the trustee for the holder(s) of the Bonds or, if there is no such trustee, the holder(s) of the Bonds (excluding with respect to any reserved rights of the County), in order to implement the purposes and intent of the Act, namely to facilitate the refinancing of costs of the acquisition and improvement of the Facility by the Borrower without the County incurring any pecuniary liability or obligation. Accordingly, if a trustee is appointed for such purpose, the trustee shall have the duty to act, whether or not at the direction of the holder(s) of the bonds, in all instances in which the trustee for holder(s) of the Bonds may act and determines that action is appropriate. In any case, where action by any trustee for the holder(s) of the Bonds or the holder(s) of the Bonds themselves requires simultaneous or subsequent action by the County, the County will cooperate with such trustee or holder(s) of the Bonds and take any and all action necessary to effectuate the purposes and intent of this Resolution, the Bonds and the Documents. The Documents shall provide that the Borrower, the trustee or the holder(s) of the Bonds, as applicable, shall pay those costs in order to avoid any direct or indirect pecuniary burden on the County. Section 9. (a) It is the present intention of the County and the Borrower that any series of the Bonds shall be issued on a tax-exempt basis, unless prohibited by the Code. Reference in this Section 9 to the Bonds is intended to apply only to the Bonds of any series the interest on which is exempt from federal income taxation. (b) Any one or more of the President, the Vice President and the Chief Financial Officer shall be the officer or officers of the County responsible for the issuance of the Bonds within the meaning of Section 1.148-2(b)(2) of the Arbitrage Regulations (as hereinafter defined) and shall also be the officers of the County responsible for the execution and delivery (on the date of issuance of the Bonds) of a certificate of the County (the “Issuer’s Certificate as to Arbitrage”) which, in the opinion of bond counsel whose opinions are generally accepted in the field of municipal finance, complies with the requirements of Section 148 of the Code (“Section 148”) and the applicable regulations thereunder (the “Arbitrage Regulations”), and the President, the Vice President and the Chief Financial Officer, or any two or more of such officials acting in concert, are each hereby authorized and directed to execute the Issuer’s Certificate as to Arbitrage and to deliver the same to bond counsel on the date of the issuance of the Bonds. (c) The County recognizes its obligation to set forth in the Issuer’s Certificate as to Arbitrage its reasonable expectations as to relevant facts, estimates and circumstances relating to the use of the proceeds of the sale of the Bonds (which may be based on representations of the Borrower), or of any moneys, securities or other obligations on deposit to the credit of any funds created and established by the Documents which may be deemed to be proceeds of the sale of the Bonds pursuant to Section 148 or the Arbitrage Regulations (collectively, “Bond Proceeds”), in order that correct legal conclusions can be reached regarding the effect of such facts, estimates and circumstances. Accordingly, the County covenants that (i) the facts, estimates and circumstances set forth in the Issuer’s Certificate as to Arbitrage will be based on the County’s - 9 - reasonable expectations on the date of issuance of the Bonds (to the extent applicable, based on representations of the Borrower) and will be, to the best of the certifying officer’s or officers’ knowledge, true and correct as of that date and (ii) the certifying officer or officers will certify that he, she or they are not aware of any facts or circumstances that would cause him, her or them to question the accuracy of the representations made by the Borrower. (d) The County covenants that it will not make, or (to the extent it exercises control or direction) permit to be made, any use of the Bond Proceeds that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 and the Arbitrage Regulations. The County further covenants that it will comply with those provisions of Section 148 and the Arbitrage Regulations which are applicable to the Bonds on the date of issuance of any Bonds and which may subsequently lawfully be made applicable to the Bonds. Section 10. The County may, from time to time and at any time, with such consent of the trustee for the holder(s) of the Bonds or the holder(s) of the Bonds, as applicable, as may be required pursuant to the Documents, adopt resolutions, as appropriate under the Act, supplemental to this Resolution for the purpose of modifying, altering, amending, adding to or rescinding any of the terms or provisions contained in this Resolution or the Documents. Alternatively, before or after the issuance of the Bonds of any series, regardless of the date on which such Bonds are issued, the President is hereby authorized and empowered, by executive order or otherwise, to supplement the executive order provided for in Section 5 of this Resolution and thereby approve on behalf of the County any amendments, modifications or supplements to the Documents, or negotiate, approve, execute and deliver any additional documents, certificates or instruments deemed necessary or desirable to consummate or effect the transactions contemplated by this Resolution, the Bonds or the Documents or to provide for the same. In addition, if in the judgment of the President, the County Administrator or the Chief Financial Officer, the interests of the County shall not be adversely affected thereby, the President, the County Administrator or the Chief Financial Officer, on behalf of the County, from time to time or at any time following the initial issuance of any series of the Bonds, may give any consent or approval, take any action, make any determination, demand or request, or give any notice, direction or other communication provided for on the part of the County in the Documents. All of the foregoing shall be subject to any approval of the Board and/or the President as may be required pursuant to federal tax law. Section 11. The Bonds may not give rise to any pecuniary liability of the County. No covenant or agreement contained in this Resolution, the Bonds, the Documents or any other document, instrument or certificate executed, sealed or delivered in connection with the consummation of the transactions contemplated by this Resolution shall be deemed to be a covenant or agreement of any official, agent or employee of the County in his individual capacity; and none of the President, the Vice President, the members of the Board, the County Administrator, the Chief Financial Officer, the County Clerk nor any official, agent or employee of the County executing the Bonds, the Documents or any of the aforesaid documents, instruments or certificates shall be subject to any personal liability or accountability by reason of the authorization, issuance, execution, sealing, acknowledgment or delivery of the same. - 10 - Section 12. The President, the County Administrator and the Chief Financial Officer are each hereby designated to be an authorized representative of the County for any and all purposes required or permitted by the Act, this Resolution or the Documents. Section 13. The President is hereby authorized, empowered and directed to accept the Letter of Intent, on behalf of the County, in order to further evidence the intention of the County to issue and sell the Bonds in accordance with the terms and provisions of the Act, this Resolution and the Letter of Intent. Section 14. (a) This Resolution is intended to be, and shall constitute, evidence of the present intention of the County to issue and deliver the Bonds in accordance with the terms and provisions hereof, for the purpose of facilitating the refinancing by the Borrower of the costs of acquisition and improvement of the Facility. Notwithstanding the foregoing, nothing in this Resolution shall be deemed to constitute (i) an undertaking by the County to expend any of its funds (other than the proceeds from the sale of the Bonds, revenues derived from the Loan repayments made to the County on account of the Loan, and any other moneys made available to the County for such purpose) to effect the transactions described herein or (ii) an assurance by the County as to the availability of one or more ready, willing and able purchasers for the Bonds or as to the availability of one or more purchasers of the Bonds to whom the Bonds may lawfully be sold under, among others, applicable federal and state securities and legal investment laws. (b) The County and the Borrower contemplate that the Borrower may proceed with plans for the Refunding Project upon the adoption of this Resolution and prior to the issuance, sale and delivery of the Bonds; provided, however, that if the Borrower proceeds with such financing prior to the determinations of the President as provided for in Section 5 of this Resolution, it does so at its own risk. (c) The County hereby reserves the right, in its sole and absolute discretion, to take any actions deemed necessary by the County to ensure that the County (i) complies with present federal and State laws and any pending or future federal or State legislation, whether proposed or enacted, which may affect or restrict the issuance of its bonds and other obligations, and (ii) issues its bonds or other obligations within the limits imposed by such present laws or any such pending or future legislation or any future local laws, to finance or refinance the costs of those facilities which the County determines, in its sole and absolute discretion, will provide the greatest benefit to the residents of the County and the State. In particular, the County reserves the right to choose to issue its bonds or other obligations (within the meaning of the Act and any present or future State or local laws) for facilities other than the Facility, and in such order of priority as it may determine in its sole and absolute discretion. Pursuant to the provisions of this Section 14, the County reserves the right in its sole and absolute discretion, to, among other things, (1) never issue any Bonds, (2) issue only a portion of the aggregate principal amount of the Bonds requested by the Borrower, (3) restrict the use of the proceeds of the Bonds, (4) delay indefinitely the issuance of the Bonds, or (5) take any other actions deemed necessary by the County, in its sole discretion, to determine that the County (as a public body within the meaning of the Act) achieves the goals set forth in the Act and in this Resolution. - 11 - Section 15. Unless previously exercised, the authority to issue the Bonds contained in this Resolution shall expire on December 31, 2016, unless such authority shall have been extended by a resolution supplemental hereto. Section 16. The provisions of this Resolution shall be liberally construed in order to effectuate the transactions contemplated by this Resolution. Section 17. The provisions of this Resolution are severable, and if any provision, sentence, clause, section or part hereof is held or determined to be illegal, invalid, unconstitutional or inapplicable to any person or circumstance, such illegality, invalidity, unconstitutionality or inapplicability shall not affect or impair any of the remaining provisions, sentences, clauses, sections or parts of this Resolution or their application to other persons or circumstances. It is hereby declared to be the intent of the County that this Resolution would have been adopted if such illegal, invalid, unconstitutional or inapplicable provision, sentence, clause, section or part had not been included herein, and if the person or circumstances to which this Resolution or any part hereof are inapplicable had been specifically exempted herefrom, provided however, notwithstanding anything contained in this Section, neither the faith and credit nor the taxing power of the County shall be deemed pledged hereby, and the County shall not hereby incur any indebtedness or charge against the general credit or taxing powers of the County, within the meaning of any constitutional or charter provision or statutory limitation, and the transactions authorized hereby shall not give rise to any pecuniary liability of the County. Section 18. This Resolution shall take effect from the date of its adoption. Pursuant to Section 12-111(e) of the Act, this Resolution is administrative in nature, is not subject to procedures required for legislative acts and is not subject to referendum. [CONTINUED ON FOLLOWING PAGE] - 12 - Adopted this _____________ day of _______________________, 2016. (SEAL) ATTEST: COUNTY COMMISSIONERS OF WASHINGTON COUNTY __________________________ By:_____________________________ Vicki C. Lumm Terry L. Baker, President County Clerk Board of County Commissioners of Washington County Approved as to form and legal sufficiency: __________________________ John M. Martirano County Attorney #183248;50052.029 - 13 - EXHIBIT A LETTER OF INTENT [See Attached] Open Session Item SUBJECT: PUBLIC HEARING - Application for Concept and Development Plan Amendment – RZ-15-005 PRESENTATION DATE: January 26, 2016; 3:00 p.m. PRESENTATION BY: Stephen T. Goodrich, Director, Washington County Dept. of Planning and Zoning REPORT-IN-BRIEF: This public hearing is for the purpose of considering the following: Case Application Applicant/Property Owner Proposed Amendment RZ-15-005 Concept and Development Plan Amendment Applicant: Fox & Associates, Inc. Property Owner: Emerald Pointe, Inc. Property location:  11.3 acres - East side of Marsh Pike, South side of Longmeadow Road, and North of Maryland Route 60 Proposed Change:  Amend the approved Concept and PUD Development Plan to eliminate the 9,000 sq. ft. commercial building from the interior of the residential portion of the development, expand the community center to include additional amenities but retain a commercial component, substitute a mixed office/retail use for the previously approved retirement living center and revise phase lines to reflect past approvals. Attachments: Amendment Application Staff Report and Analysis dated October 5, 2015 Planning Commission Report and Recommendation dated November 5, 2015 (All attachments are available with the online version of the Agenda Report Form at http://www.washco-md.net/commissioners/agenda.shtm. Board of County Commissioners of Washington County, Maryland Agenda Report Form Open Session Item SUBJECT: Washington County Community Action Council- Sale of 101 Summit Avenue PRESENTATION DATE: January 26, 2016 PRESENTATION BY: Geordie Newman, President/CEO; Jack Latimer, Vice Chair, Board of Directors RECOMMENDED MOTION: Move to allow CAC to sell 101 Summit Avenue and retain the proceeds. REPORT-IN-BRIEF: CAC has occupied 101 Summit Avenue for 50 years along with many other agencies. In 2003, CAC was the sole agency remaining in the building. As a result, the County deeded the property to CAC with the provision that the building revert to the County if CAC were to no longer use the building for community purposes. 101 Summit Avenue is no longer suitable for the Agency’s needs, as explained below. DISCUSSION: The Agency has grown and now fully occupies the 101 Summit Avenue facility. There is no further room for expansion. Moreover, given the layout of the facility, it is not conducive to our growing programs and it ill-serves our clients. The waiting area is much too small, often resulting in persons standing outside in inclement weather as they wait to receive services. Moreover, even if the building had ample room for current operations, extensive repairs are required for the 101 Summit Avenue property if it was to remain occupied. Due to the estimates received for necessary repairs, it was determined to be cost prohibitive for CAC to renovate the building. To accommodate its need for additional space for staff and clientele, CAC has purchased the Maidstone Building and plans to move all operations there as soon as fit-out is complete. We respectfully request that the County grant us permission to sell the building and allow the agency to retain the proceeds in furtherance of its mission to serve Washington County citizens in need. The majority of the programs we offer are state and/or federally funded; these programs are reimbursement based and do not allow for administrative fees. As a result, we have had to terminate programs that benefit the community because we do not have unrestricted funding to cover the gaps in these critical community services. If CAC were permitted to retain the proceeds, they would be used to further the mission of the Agency to provide essential services to Washington County residents. FISCAL IMPACT: By retaining the proceeds from the sale, CAC will be able to further serve the citizens of Washington County. In many situations, the financial assistance we provide Board of County Commissioners of Washington County, Maryland Agenda Report Form prevents families from finding themselves in financial devastation from which they cannot recover. Importantly, sale of the facility will return it to the tax rolls and will not burden the County with unnecessary surplus real property inventory. CONCURRENCES: County Administrator; Director of Public Works ALTERNATIVES: N/A ATTACHMENTS: 101 Summit Avenue Deed AUDIO/VISUAL NEEDS: N/A Open Session Item SUBJECT: Septic Bill and Tier Map Discussion PRESENTATION DATE: January 26, 2016 PRESENTATION BY: Jill L. Baker, Chief Planner Stephen T. Goodrich, Director Department of Planning and Zoning RECOMMENDED MOTION: No motion needed. Planning staff will inform Commissioners of the status of the preparation of a Tier Map to comply with the Sustainable Growth and Agricultural Preservation Act of 2012 (Septic Bill) and seek direction for future activity. REPORT-IN-BRIEF: Washington County has not adopted a Tier map per the guidelines of the Sustainable Growth and Agricultural Preservation Act of 2012 (Septic Bill). The MD Department of Planning has renewed its efforts to assist Counties in a map adoption. Following approval of the Sustainable Growth and Agricultural Preservation Act of 2012 by the Maryland General Assembly and Governor, the Washington County Planning staff prepared several versions of a Growth Tiers map (required by the Act) for approval by the County Commissioners. The law contained very specific guidelines for classifying all land in the County into 1of 4 tiers. The tier designations are intended to prohibit the installation of new septic systems in growth areas (Tiers 1 & 2) and limit new septic systems in rural areas by limiting new subdivisions to 7 lots (Tiers 3 & 4). Planning staff presented at least 3 versions of a map but none were adopted by the Board. In a pre-public hearing review of the proposed map the MD Department of Planning (MDP) advised that the map did not meet designation guidelines in the legislation and MDP was prepared to make that statement officially if the County adopted the map. Other versions of a proposed map have been prepared but the County Commissioners have not adopted one. MDP has also reviewed revised versions and indicates negative comments would follow if they were adopted. The Planning staff will refresh the County Commissioners knowledge of the law and history of the Tier map preparation and adoption efforts to date. Staff will also advise of the MDPs recent suggestions for an acceptable Tier map. Staff will seek guidance from the Board in order to continue or cease map development. DISCUSSION: According to guidelines in the law, TIER 1 areas are those served by public sewerage systems and in designated growth areas. On-site septic systems are prohibited. TIER 2 areas are those planned to be served by a public system and in a designated growth area. On-site septic systems are permitted on a temporary basis and connections to a public system are required when it Board of County Commissioners of Washington County, Maryland Agenda Report Form becomes available. TIER 3 areas are those not planned for public service, not dominated by agricultural or forest land, not planned or zoned for preservation and include rural villages and areas zoned for large lot subdivision. On-site septic systems are permitted but only in minor subdivisions, 7 lots or less. To approve 8 lots or more on septic systems the Planning Commission must hold a public hearing, allow public comment and consider the cost of services and potential environmental issues in its recommendation for action on the subdivision. TIER 4 areas are those not planned to receive public sewer service, are zoned for agriculture or preservation, are dominated by agriculture or forest or are already protected by other means. In very general terms Washington County staff has proposed that lands zoned Agriculture be placed in a Tier 3 because residential development is permitted in the district and it can be considered large lot development, a Tier 3 qualifier. MDP believes that lands in the Agriculture zoning district should be included in a Tier 4 area because the zoning purpose statement includes the phrase “…provide for continued farming activity…” and there is no mention of large lot subdivision being permitted. MDP has implied that zoning text amendments to modify this description and a rural to rural lot rights transfer program could modify its opinion of Washington County’s compliance with the guidelines. Tier map designations are enforced by the Health Department in the review of subdivision and development applications. The lack of an adopted Tier map means that all development not planned to be connected to a public sewer treatment system is limited to 7 lots which is more restrictive than any version of a tier map proposed to date. FISCAL IMPACT: Not determined for the County. CONCURRENCES: Planning Commission ALTERNATIVES: Presentation is for discussion. ATTACHMENTS: Tier map proposals, designation guidelines AUDIO/VISUAL NEEDS: Open Session Item SUBJECT: Town Growth Area Rezoning Discussion PRESENTATION DATE: January 26, 2016 PRESENTATION BY: Jill L. Baker, Chief Planner Stephen T. Goodrich, Director Department of Planning and Zoning RECOMMENDED MOTION: No motion needed. By consensus provide Planning staff direction to proceed with public hearing arrangements to present zoning proposals for the 4 Town Growth Areas. REPORT-IN-BRIEF: The Planning Commission and staff have prepared comprehensive rezoning proposals for the Boonsboro, Smithsburg, Hancock and Clear Spring Town Growth Areas (TGA). The zoning proposals are the 3rd and final step in the implementation of a Countywide zoning update recommended by the 2002 Comprehensive Plan. The Rural Area rezoning was completed in 2005 and the Urban Growth Area (UGA) rezoning was approved in 2012. The Planning Commission and staff prepared the zoning proposals for each town growth area and received citizen comment during public information meetings in each town. The zoning proposals have been modified to address citizen comments and the Planning Commission has voted to recommend adoption of the current proposal by the Board of County Commissioners. The next step should be the County Commissioners public hearing. The Planning staff will present the background of the Town Growth Area zoning proposals, explain the reasons and effects of the zoning changes and answer any questions in anticipation of receiving guidance from the Board on scheduling a public hearing. The lands proposed for these changes lay between the municipal boundary and the County designated growth area. DISCUSSION: The County’s Comprehensive Plan was adopted in 2002. It is a long term general guidance document that contains recommendations for continuation of or changes to land use policies and rules to create and preserve a desirable physical environment for its citizens. The Plan made recommendations to reduce permitted residential densities in rural areas and increase the protection and promotion of agriculture and other appropriate rural land uses which were adopted in 2005. The Urban Growth Area rezoning approved in 2012 implemented significant changes in the zoning ordinance text and maps intended to encourage development to locate there where supporting infrastructure could be provided in the most efficient manner. To make the UGA a more attractive location for future development the changes included reductions in some minimum lot area and setback standards to allow increased density, removal of obsolete zoning designations, creation of new zones for mixed use or high tech land uses and greatly improved design guidelines. The zoning ordinance text changes were also intended for use in the Town Growth Areas which are similar development target areas located around Board of County Commissioners of Washington County, Maryland Agenda Report Form towns that provide the infrastructure to support development. This targeting of growth areas also relieves development pressure on rural areas where preservation is the priority. It is now time to apply these previously revised and improved zoning guidelines in the Town Growth Areas to complete the implementation of the Comprehensive Plans recommendations. FISCAL IMPACT: Measurable fiscal impacts cannot be determined at this time. However, a goal of the Comprehensive Plan is to promote a desirable physical environment using limited financial resources in the most effective and efficient way possible. CONCURRENCES: Planning Commission ALTERNATIVES: Not completing the Town Growth Area rezoning will leave obsolete and inconsistent zoning designations on the zoning maps in the Town Growth Areas, deprive property owners of the benefits of the improved land use guidelines and leave the application of Comprehensive Plan recommendations unfinished. ATTACHMENTS: Staff Report, public information meeting minutes Planning Commission recommendations, property owner lists and Town Growth Area maps of current and proposed zoning. AUDIO/VISUAL NEEDS: N/A