023-00
BOARD OF SUPERVISORS
RESOLUTION OF THE BOARD OF SUPERVISORS
OF FREDERICK COUNTY, VIRGINIA
WHEREAS, the Industrial Development Authority of the County of Frederick, Virginia (the
"Authority") has considered the application of Grafton School, Inc., a Virginia nonstock, nonprofit
corporation (the" Applicant"), including a resolution adopted on October 30,2000 (the "Inducement
Resolution"), by the Industrial Development Authority of Clarke County, Virginia (the "Issuer"),
relating to the issuance ofthe Issuer's education facilities revenue bonds in an amount not to exceed
$13,425,000 (the "Bonds") to assist in the financing or refinancing of one or more of the following
capital projects (collectively, the "Projects"):
(i) acquisition, construction and equipping ofan approximately 32,000 square foot
building to be located at 4100 Price Club Boulevard in Chesterfield County, Virginia, to be
used by the Applicant as an administrative and academic center;
(ii) construction of an approximately 75-bed dormitory and a gymnasium,
renovation of an existing dormitory for classroom, therapy and administrative purposes and
related improvements and the equipping of such improvements on the Applicant's main
campus at 180 Grafton Way in Berryville in Clarke County, Virginia;
(iii) acquisition and renovation of an approximately 35,866 square foot building
located at 120 Bellview Avenue in the City of Winchester, Virginia, to be used by the
Applicant for offices, adult services, and administrative and maintenance facilities;
(iv) refundinKofindebtedness incurred for the acquisition ofthe Applicant's group
homes in Clarke County and Frederick County, Virginia, and for the acquisition and
improvement ofthe Applicant's main campus described in item (i) above,
and has held a public hearing thereon on November 21, 2000; and
WHEREAS, the Authority has recommended that the Board of Supervisors of Frederick
County, Virginia (the "Board"), concur in the Inducement Resolution for the issuance ofthe Bonds
by the Issuer to comply with Section 147(1) ofthe Internal Revenue Code of 1986, as amended (the
"Tax Code"), and Section 15.2-4906 of the Code of Virginia (1950), as amended (the "Virginia
Code"); and
WHEREAS, a copy of the Authority's resolution concurring in the issuance of the Bonds
to assist with the financing or refinancing of the Projects, a copy of the Inducement Resolution, a
Resolution - Board of Supervisors - Grafton School, Inc.
Page 2
record of the public hearing and a "fiscal impact statement" with respect to that portion of the
Projects located in Frederick County have been filed with the Board;
BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF FREDERICK
COUNTY, VIRGINIA:
1. The Board of Supervisors of Frederick County, Virginia, concurs in the Inducement
Resolution for the issuance of the Bonds by the Issuer for the benefit of the Applicant, to the extent
required by the Tax Code and the Virginia Code, to permit the Issuer to assist in the financing or
refinancing of that portion of the Projects located in Frederick County.
2. The Board's concurrence in the Inducement Resolution for the issuance of the Bonds, as
required by the Tax Code and the Virginia Code, does not constitute an endorsement of the Bonds
or the creditworthiness of the Applicant.
3. This resolution shall take effect immediately upon its adoption.
Upon motion made by W. Harrington Smith, Jr., and seconded by Sidney A. Reyes, the
above resolution was approved by the Frederick County Board of Supervisors at their meeting held
on December 13, 2000, by the following recorded vote:
Richard C. Shickle
Aye
Robert M. Sager Aye
Charles W. Orndoff, Sr.
Aye
Margaret B. Douglas Aye
W. Harrington Smith, Jr.
Aye
Sidney A. Reyes Aye
A COPY TESTE:
iley, Jr.
Cler , Board of Supervisors
County of Frederick, Virginia
RESOLUTION NO.: 023-00
BRYAN &COLEMAN, P.L.e.
ATrORNEYS AT LAW
q COURTSQUAIU(
WINCH~!'TElt VIRGIN' A 22611I
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MAII.INC A"'JI(~~SS
MI<"HAEI.I. KI(VAN
H. EDMUNDS. 'OI.EMAN./11
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WINCH~~TER. V A 22"'"
December 5, 2000
John R. Riley, Secretary
Industrial Development Authority
of Frederick County, Virginia
107 North Kent Street
Winchester, Virginia 22601
RE: Grafton School, Inc.
Dea&JQhn,
Enclosed for filing with the Authority's records are one original and eight copies of the
Certificate of Public Hearing for the Grafton School matter. I also enclose a copy of a letter of
indemnification from Grafton School, issued for the benefit of the Authority and the Board of
Supervisors in connection with this matter. Please place this matter on the agenda for the Board
of Supervisors meeting scheduled for December 13,2000. Also enclosed is a draft copy of the
Resolution to be considered by the Board of Supervisors at its December 13th meeting.
Thank you.
~Y7
/~~~
Michael L. Bryan
MLB/pmn
Enclosures
cc:
Hart Lee, Esquire
Bruce Downing, Esquire
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~ovember20,2000
Industrial Development Authority
of the County of Frederick. Virginia
1 07 ~orth Kent Street
Winchester, Virginia 22601
Attn: John Riley, Secretary
Re: Application of Grafton School. Inc. for a concurrinl!: Resolution for the issuance of
Oarke County Industrial Development Authority Bonds
Dear Mr. Riley:
In connection with and in order to induce the Industrial Development Authority of Frederick
County, Virginia (the "Authority") to consider the adoption of a Resolution concurring in the
issuance of certain Industrial Development Authority Bonds by the Industrial Development Authority
of Clarke County, Virginia in an amount not to exceed $13,425,000.00, Grafton School, Inc. hereby
agrees to pay all fees, costs and expenses of the Authority, the Board of Supervisors of Frederick
County, Virginia (the "Board"), and their respective members, employees, attorneys and agents,
including, but not limited to, the fees and disbursements of counsel in connection with such
concurring Resolution. In addition, Grafton School, Inc. hereby agrees to indemnify and hold
hlUllltess the Authority, the Board and each of their respective members, employees, attorneys and
agents, from any and all loss, costs or expense (including reasonable attorney's fees) in the event of
any litigation, administrative proceeding, investigation, or other proceeding or suit against the
Authority, the Board, or any of their respective members, employees, attorneys and agents, in
connection with or arising out of the consideration and/or adoption ofany concurring Resolution by
such Authority and approval thereof by the Board.
Grafton School, Inc. further agrees to comply with the Authority's rules and procedures and
further agrees to advise the Authority in writing of any material changes in the information contained
in the Application previously filed with the Authority.
Very truly yours,
Grafton School, Inc.
By
CERTIFICATE OF PUBLIC HEARING
The undersigned Secretary of the Industrial Development Authority of the County of
Fredetick, Virginia (the "AuthOlity") hereby celtifies as follows:
I . A meeting of the Authority was duly called and held on November 21, 2000 at
10:00 a.m. in the Executive Session Room of the Board of Supervisors Meeting Room, located
on the first floor of the Frederick County Office Building at 107 North Kent Street, Winchester,
Virginia. The meeting was open to the public, and persons of differing views were given an
opportunity to be heard. At such meeting all of the Directors ofthe Authority were present or
absent throughout as follows:
PRESENT: Gene T. Dicks, Temporary Vice-Chairman, Eleanor Casey, Gary Dove,
Richard E. Williams, Ben P. Hallam, Richard G. Dick
ABSENT:
Fred L. Glaize, III
2. The Temporary Vice-Chairman announced the commencement of a public hearing
on the application and plan of finance of Grafton School, Inc., a Virginia nonstock, nonprofit
corporation (the "Applicant"), seeking concurrence by the Authority and the Board of
Supervisors (the "Board") of Frederick County in the issuance of up to $13,425,000 education
facilities revenue bonds (the "Bonds") by the Industrial Development Authority of Clarke
County, Virginia (the "Issuer"), for the benefit of the Applicant, and that a notice of the hearing
was published once a week for two consecutive weeks, the first publication being not more than
28 days nor less than 14 days prior to the hearing in The Winchester Star. a newspaper having
general circulation in the County of Frederick, Virginia (the "Notice"). A copy of the Notice and
a certificate of publication of such Notice have been filed with the records of the Authority and
are attached hereto as Exhibit A.
3. The Temporary Vice-Chairman presented to the members of the Authority a
certified copy of a resolution (the "Resolution") of the Issuer granting its preliminary approval of
the proposed Bonds, a copy of which Resolution is attached hereto as Exhibit B. The Temporary
Vice-Chairman also presented to the members of the Authority a copy of the proposed resolution
concurring in issuance of the Bonds by the Issuer (the "Concurring Resolution").
4. Michel L. Bryan, Esquire, of Bryan & Coleman, counsel for the Authority,
advised the Directors that the concurrence of the Authority was necessary because some of the
facilities owned by the Applicant, which are to be refinanced from a portion of the proceeds of
the Bonds, are located in Frederick County.
5. Bruce E. Downing, Esquire, counsel for the Applicant, advised the Directors that
under applicable law, the issuance of the Bonds by the Issuer to finance facilities in the County
of Frederick required a public hearing and the concurrence in the issuance of the Bonds by the
Authority and the Board. MI'. Downing then described the history and operations of the
Applicant and the components of the proposed financing project, including the background of the
Applicant in Frederick County and the adjacent political jUlisdictions, the proposed facilities to,
be refinanced in Frederick County and the benefits expected to be derived from the project. A
reasonably detailed summary of their statements and the fiscal impact statement required by the
Industrial Development and Revenue Bond Act are attached hereto as Exhibits C and D.
6. Attached hereto as Exhibit E is a true, correct and complete copy of the
Concurring Resolution whereby the Authority concurs in the issuance of the Bonds by the Issuer,
adopted at such meeting of the Authority by a majority of the Directors of the Authority, with the
ayes and nays being recorded in the minutes of such meeting as follows:
Director
Vote
Gene T. Dicks
Eleanor Casey
Gary Dove
Richard E. Williams
Ben P. Hallam
Richard G. Dick
Aye
Aye
Aye
Aye
Aye
Aye
The Concurring Resolution constitutes all formal action taken by the Authority at such meeting
relating to matters refen'ed to in the Concuning Resolution. The Concuning Resolution has not
been repealed, revoked, rescinded or amended and is in full force and effect on the date hereof.
WITNESS my hand and seal of the Authority this 21'1 day of November, 2000.
(SEAL)
uthority of the County of
A
B
C
D
E
Copy of Notice, CeJ1ified by Newspaper
Resolution of the Industrial Development Authority of Clarke County, Virginia
Summary of Statements
fiscal Impact Statement
Concurring Resolution
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NOTICE OF PUBLIC HEARING ON PROPOSED
INDUSTRIAL DEVELOPMENT BOND FINANCING
BY INDUSTRIAL DEVELOPMENT AUTHORITY
FOR THE COUNTY OF FREDERICK, VIRGINIA
The Industrial Development Authonty for the County of
Fredenck. VirginIa (the "Authonly") will hold a public hear-
ing on the applicahon ot Gratton School. Inc., a VirginIa
nonstock. nonprolil corporalion (the "Applicant''!. whose
pnnclpal place of business IS focaled at 120 Bellvlew
Avenue, Wrncheslel, Virglr"a tor the Authonly to consIder
the adoption of a resolullon concurring In the issuance by
the Industnal Development Authorlly 01 Clarke County,
VirgInia pursuant to lhe Virginia Industrial Development
and Revenue Bond Acl (the "Act"), ollis industrial devel-
opment levenue bonds in an amount currently expected
not to exceed 513,425,000. Proceeds 01 the bonds will be
used \0 pay all or a portIon 01 Ih~ COSIS 01 {i) refunding
pnar Inoebtedness. renovating eXtsllng lacl/ilies and con-
structing new tacllitles atlhe Berryvitle Campus localed at
1 BO Gra"on lane in the County 01 Clarke, Virginia, (ii)
acqUlnng, construcllnp and eqUIppIng an approximately
32.000 square toot academiC and adminlslrallve center al
4100 Pnce Club Boulevard in the County of Cheslerfleld,
VIrginia, (Ill) relundlng prior indebtedness, and renovallng
a faCIlity 01 approXlmateiy 35,866 square feet located at
120 Beltvll'W Avenue in the CIty 01 Winchester, Virginia,
I" . 'efundlng prior Indebtedness of Ihe Applicanl incurred
Ince the acquisitions 01 group home residenliallacil-
,,~O located all09 Chelan Place, 193 Village Court, 106
Hilltop Terrace, 1677 MallbolO Road, 1532 Fairfax Pike,
and 2123 MartInSburg Pike In the County 01 Frederick.
Vlfglnra, and 536 Gra"on lane in the County 01 Clarke,
Vlfglnla. and IV) paYing certain costs 01 issuance of the
bonds: The acqulslllan. construction, eqUIppIng and
refundIng 01 the lacllilies deSCribed above are hereinatler
I' relerred to as the "PrOject," and the components of lhe
Prolecl are or will b<l owned and operated by the
\ Applicant,
i As requrred by the Act, the issuance of the bondS as
: requested by the Applicanl shall nol be deemed to cons';-
i tute a debt or pledge of the laith and credit of the
: Commonwealth o! Vlrglllla or the County 01 Frederick,
virgInia. Neither the Commonwealth of Virginia nor any
. politlCaf SUbdiVISion 'hereof. InCludIng the Authority and 'he
County of Frederick, Virginia shall be Obligated to pay the
bonds or the interest thereon or other costs inCidental
thereto eKcept trom the revenues and moneys pledged
therefor. and neither the lalth and credit nor Ihe taxing
power 0.' the Commonwealth 01 Virginia or any politIcal
subdiVISion thereof IS pledged to the payment 01 principal
01 such bonds or the intelesl thereon or other casls incl'
dent therelo.
. The public heanng, which may be continued or
adJOumed, WIll b<l held at 10:00 a.m. on November 21
2000 in the Executive Session Room of the Board 01
Supervisors Meeting Room. located on Ihe IIrs1 floor 01 the
Fredenck Countv OfllcC BUIldIng al 107 N. Kent St.,
Winchester, Vlrglnra. Any person Interesled in 'he
Issuance ~t the l}()ooS or Ihe loc~hom.. nalure or purpuses
of the P~oJect may appmn at the hoa nng anc' prescnl his
or h~r views at may send wril1en commenls before the
hean"Q to the Authority. cia John Riley, Secretmy of the
At '. 107 N Kent Slleet. WIOchestm. VirqiniH 22601
INDUSTRIAL DEVELOPMENT AUTHORITY .
FOR THE COUNTY OF FREDERICK, VIRGINIA
tONE 667,3200
EXHIBIT "1\."
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'he Winchester Star
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CERTIFICATE OF PUBLICATION
We certify that the attached advertisement ~n
the cause of: 1-: /" ; ".;, \~'L/"\" ..-.. /.. t'. '
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appeared in The Winchester Star, a newspaper
published in the City of winchester, Virginia,
with a general circulation over 22.500 in the
areas of the City of winchester, and the counti,
of Frederick, Clarke and Warren, Virginia.
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Signature:
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Title:
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STATE OF VIRGINIA
City of Winchester
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EXHIBIT "B"
RESOLUTION OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF CLARKE COUNTY, VIRGINIA
AUTHORIZING THE ISSUANCE OF UP TO $13,425,000
EDUCATIONAL FACILITIES REVENUE BONDS
FOR THE PURPOSE OF FINANCING AND REFINANCING FACILITIES
LOCATED IN THE COUNTIES OF CLARKE, CHESTERFIELD AND FREDERICK
AND THE CITY OF WINCHESTER, VIRGINIA
WHEREASt the Industrial Development Authority of Clarke County, Virginia (the
"Authority"), a political subdivision of the Commonwealth of Virginia (the "Commonwealth"), is
empowered by the Virginia Industrial Development and Revenue Bond Act (the "Act") to issue
its revenue bonds for the purpose~ among other purposest of financing the acquisition,
construction, equipping, expansiont enlargement, improvement and refinancing of facilities for
use by organizations described in~SOI(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code") and which are exempt from federal income taxation pursuant to ~SOI(a) of the
Code, in order to benefit the inhabitants of the Commonwealth and to protect and promote the
safety, health, welfare, convenience, or prosperity of the citizeAs of the Commonwealth;
WHEREAS, the Authority has received a request dated October 12, 2000, on behalf of
Grafton School, Inc., a Virginia nonstock, nonprofit corporation (the "Applicant") which has
represented that it is an organization described in SSOI(c)(3) of the Code and is exempt from
federal income taxation pursuant to ~501(a) of the Code, requesting that the Authority issue its
revenue bonds to assist in the financing or refinancing of one or more of the following capital
projects (collectively, the "Projects"):
(i) construction of an approximately 7S-bed donnitory and a gymnasium,
renovation of an existing donnitory for classroom, therapy and administrative purposes
and related improvements and the equipping of such improvements on the Applicant's
main campus at 180 Grafton Way in Berryville in Clarke County, Virginia;
(ii) acquisition, construction and equipping of an approximately 32,000 square
foot building to be located at 4100 Price Club Boulevard in Chesterfield County,
Virginia, to be used by the Applicant as an administrative and academic center;
(iii) acquisition and renovation of an approximately 35,866 square foot
building located at 120 Bellview Avenue in the City of Winchester, Virginia, to be used
by the Applicant for offices, adult services, and administrative and maintenance facilities;
(iv) refunding of indebtedness incurred for the acquisition of the Applicant's
group homes in Clarke County and Frederick County, Virginia, and for the acquisition
and improvement of the Applicant's main campus described in item (i) above, all as more
particularly described on Attachment A to this Resolution;
The proceeds of such bonds would also be used to pay certain costs of issuance of the bonds.
The Projects will be owned by the Applicant and used in the Applicant's business of providing
educational and custodial services to children and adults with serious disabilities;
WHEREAS, preliminary plans for the acquisition, construction, renovation, equipping
and refinancing of the Projects have been described to the Authority by representatives of the
Applicant, and a public hearing on the issuance of the Bonds for the Projects has been held by
the Authority as required by ~147(f) of the Code and SI5.2-4906 of the Act;
WHEREAS, the Applicant has represented that the estimated cost of the acquisition,
construction, renovation, equipping and refinancing of the Projects and certain of the expenses of
issue will require an issue of revenue bonds in the aggregate principal amount not to exceed
$13,425,000.00;
WHEREAS, the Applicant has acknowledged the necessity of obtaining, prior to the
issuance of such bonds, the approval of the Projects by the Board of Supervisors of Clarke
County, Virginia (the "Board of Supervisors"), in accordance with the requirements of ~147(f) of
the Code and ~ 15.2-4906 of the Act, and the necessity of obtaining the concurrence of the
governing bodies of the City of Winchester, Frederick County and Chesterfield County in the
adoption of this preliminary approval for the financing or refinancing of the portions of the
Projects respectively located in each of those political jurisdictions, in accordance with the
requirements of SI47(f) of the Code and SI5.2-4905 of the Act.
NOW, THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF CLARKE COUNTY, VIRGINIA:
1. It is hereby found and detennined that the acquisition, construction, renovation,
equipping and refinancing of the Projects will be in the public interest of the County, will serve
the purposes of the Act and will benefit the Commonwealth of Virginia and its inhabitants
through the protection and promotion of their safety, health, welfare, convenience, or prosperity.
2. To induce the Applicant to undertake the Projects in the Commonwealth of
Virginia, the Authority hereby agrees to assist the Applicant in financing the acquisition,
construction, renovation, equipping and refinancing of the Projects by undertaking the issuance
of its revenue bonds in an amount not to exceed $13,425,000 (the "Bonds"), upon tenns and
conditions to be mutually agreed upon between the Authority and the Applicant. The Bonds will
be issued pursuant to documents satisfactory to the Authority.
3. It having been represented to the Authority that it is necessary to proceed
immediately with the acquisition, construction, renovation and equipping of the Projects, the
Applicant may proceed with plans for the acquisition, construction, renovation and equipping of
the Projects, and enter into contracts for the same, and to take such other steps as it may deem
2
appropriate in connection therewith, including the location of a purchaser or purchasers for the
Bonds, provided that nothing herein shall be deemed to authorize the Applicam to obligate the
Authority, without its consent, in each instance, to the payment of any moneys or the
performance of any acts in connection with the Projects. The Authority agrees that the Applicant
may be reimbursed from the proceeds of the Bonds for all costs so incurred by it, provided such
expenditures and costs are properly reimbursable under applicable federal and state laws.
4. All costs and expenses in connection with the financing and the acquisition,
construction, renovation, equipping and refinancing of the Projects, including the fees and
expenses of counsel to the Applicant, counsel to the purchaser of the Bonds or credit facility
provider, counscl to thc Authority and Bond Counsel. shall be paid from the proceeds of the
Bonds, to the extent permitted under the Code, and otherwise by the Applicant. If for any reason
such Bonds are not issued, it is understood that all such expenses shall be paid by the Applicant
and that the Authority shall have no responsibility therefor.
5. The Applicant having requested the appointment of Williams, Mullen, Clark &
Dobbins, P.c., as Bond Counsel in connection with the issuance of the Bonds, the Authority
hereby appoints Williams, Mullen, Clark & Dobbins, P.c., as Bond Counsel to supervise the
proceedings and approve the issuance of the Bonds.
6. The Bonds shall be issued only after (i) approval of the issuance of the Bonds by
the Board of Supervisors within sixty (60) days of the public hearing referred to above, (ii)
receipt of evidence of the concurrence of the governing bodies of the City of Winchester,
Frederick County and Chesterfield County in the adoption of this preliminary approval for the
financing or refinancing of the portions of the Projects respectively located in each of those
political jurisdictions, in accordancc with the requirements of ~147(f) of the Code and SI5.2-
4905 of the Act, and (iii) receipt by the Authority of the approving opinion of Bond Counsel as
to thc qualification of the Bonds under the Act.
7. The Chairman, Secretary or Assistant Secretary of the Authority is hereby
authorized and directed to deliver to the Board of Supervisors (i) a reasonably detailed summary
of the comments expressed at the aforesaid public hearing, (ii) a fiscal impact statement
concerning the Projects in the form specified in ~ 15.2-4907 of the Act, and (iii) a copy of this
Resolution, which constitutes the recommendation of the Authority that the Board of Supervisors
approve the financing of the Projects and the issuance of the Bonds.
8. The Authority intends that the adoption of this resolution be considered as a
declaration of "official intent" within the meaning of Treasury Regulations 91.150-2 promulgated
under the Code. To that end, the Authority, based on reprcsentations of the Applicant.
reasonably expects to finance or refinance all or a portion of the Projects through the issuance of
the Bonds in a principal amount not to exceed $13,425,000.00. Based on representations of the
Applicant, the Authority reasonably expects that the Applicant may receive reimbursement from
the proceeds of the Bonds for ccrtain costs of the Projects paid prior to the issuance of the Bonds
and not paid from the proceeds of any other borrowing. The officers of the Authority are
directed to makc a copy of this resolution continuously available for inspection by the general
3
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public during normal business hours at the main administrative offices of the Authority from the
date of adoption hereof through the date of the issuance of the Bonds.
9. This resolution shall take effect immediately upon its adoption and shall remain in
full force and effect until the next regularly scheduled meeting of the Authority occurring two
years after the date of adoption of this resolution, at which time it shall terminate unless
specifically extended by the Authority.
CERTIFICATE
The undersigned Secretary or Assistant Secretary of the Industrial Development
Authority of Clarke County, Virginia, hereby certifies that the foregoing is a true, correct and
complete copy of a resolution duly adopted by a majority of the directors of the Authority present
and voting at a meeting duly called and held on October 30, 2000, in accordance with law, and
that such resolution has not been repealed, revoked, rescinded, or amended, but is in full force
and effect on the date hereof.
?' d y/k<';~-.../
WIlNESS my hand this~day on~_U'''I, 2000.
~/-.--J //~f-<--L~
[Assistant] Secretary
Industrial Development Authority of Clarke
County, Virginia
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EXHIBIT C
SUMMARY OF STATEMENTS
Michel L Bryan, Esquire, of Bryan & Coleman, counsel for the Authority, advised the
Directors that the concurrence of the Authority was necessary because some of the facilities
owned by the Applicant, which are to be refinanced from a portion of the proceeds of the Bonds,
are located in Frederick County.
Bruce E. Downing, Esquire, counsel for the Applicant, advised the Authority that under
applicable law, the issuance of Bonds by the Industrial Development Authority of Clarke
County, Virginia to finance facilities in the County of Frederick required a public hearing and the
concurrence in the issuance of the Bonds by the Authority and the Board of Supervisors of
Frederick County, Virginia in order to use a portion of the Bond proceeds to refinance six
residential facilities located in Frederick County, Virginia. He noted that Grafton School
operates facilities in Clarke County, Chesterfield County, the City of Winchester and Frederick
County, Virginia. Grafton School has recently acquired the Hester Building in the City of
Winchester and seeks to use a pOltion of the Bond proceeds to refinance the purchase price,
Mr. Downing advised that Grafton School initially stmted in 1958 as a small school for
the child of Ruth Birch, who had a fOlm of dyslexia and was not being served by the local school
system, From that beginning, Grafton has developed into a school and lots of other programs as
well. Grafton provides a wide range of programs, including residential programs, day care, and
consulting facilities to children and adults. Its scope of services has expanded to serve children
with developmental disabilities, such as autism, severe learning disabilities and mental
retardation, Grafton also serves children with emotional disorders, such as depression, attention
deficit, conduct disorder and specializes in serving children and adults with multiple handicaps,
which are a combination of developmental disabilities and emotion difficulties. Grafton provides
services at its residential campus in Berryville that deal with individuals with conduct disorders,
as well as training programs and treatment programs at its Berryville campus as well as its
facilities in the City of Winchester. It operates a variety of group homes. In the City of
Winchester there is a group home that provides a combination of academic and training
programs.
There are a total ofthilteen group homes in Frederick County. Seven group homes are
dedicated to children, while six are dedicated to adults and provide days services and group home
services. These are adults with mental retardation and neurological deficits or a combination
thereof. Grafton seeks to refinance the purchase price of these six homes in Fredelick County
from a portion of the Bond proceeds.
Grafton also provides a range of consulting services li.)r the Mid-Atlantic Region. It
serves school systems and localities that are dealing with individuals with multiple handicaps. In
the last ten years the thrust has been to keep individuals within their localities and so Grafton has
located facilities in Richmond, Virginia where Grafton is trying to combine leased facilities into
one larger facility in order to better serve that area. Grafton also operates facilities in Rockville,
Mal)'land. Grafton provides group SUppOltS (both day services and residential services) and
provides a number of treatment facilities as well.
The total budget for Grafton programs this year in Frederick County is $3.4 million, of
which approximately $2.7 million is payroll for 109 full time employees in Fredelick County
Of Grafton's more than 800 total employees, 20 I live in Frederick County and have a total salary
of $5 million. Grafton provides not only needed services to this area but provides substantial
economic contributions to the area as well. Grafton spends approximately $2.5million on goods
and services within the Winchester/Frederick County region each year. It is a positive economic
force in the area and provides benefits to the school system and the children and adults with
needs.
The bulk of its budget comes from payments from Social Services and school systems to
care for individuals who al"e not adequately served by those Social Services and school systems.
The proposed project with enable Grafton to update its facilities in Berryville, construct a
first class facility in Chesterfield County, refinance the acquisition of the Hester Building in the
City of Winchester and refinance six group homes in Fredelick County, Virginia.
Next, Mr. Downing introduced David Kobes, Chief Financial Officer of Grafton, who
was available to respond to any questions.
No one else appeared or expressed any comments at the public hearing conducted by the
Authority.
EXHIBIT nD"
nSCALIMPACTSTATEMENT
FOR PROPOSED BOND FINANCING
<. .
Date: November 21, 2000
To the Board of Supervisors
of Frederick County, Virginia
Applicant:
Facility:
Grafton School, Inc.
Refinancing of group homes in Frederick County, plus acquisition, renovation,
construction and refmancing in Clarke and Chesterfield Counties and the City of
Winchester
I. Maximum amount of financing sought.
2. Estimated taxable value of the facility's real property to be
constructed in the municipality.
$ 13,425,000
S 0
$ 0
$ 0
$ N/A
S 1,456,000
3. Estimated real property tax per year using present tax rates.
4. Estimated personal property tax per year using present tax rates.
5. Estimated merchants' capital tax per year using present tax rates.
6. (a) Estimated dollar value per year of goods that will be purchased
from Virginia companies within the locality.
(Berryville- Winchester area)
(b) Estimated dollar value per year of goods that will be purchased
from non-Virginia companies within the locality.
(Berryville- Winchester area)
<< S
485,000
(c) Estimated dollar value per year of services that will be
purchased from Virginia companies within the locality.
(BerryvilJe- Winchester area)
$
1,035,000
(d) Estimated dollar value per year of services that will be
purchased from non- Virginia companies within the locality.
(BerryvilJe-Winchester area)
$
217,000
7.
Estimated number of regular employees on year round basis.
(Frederick only)
109
8.
Average annual salary per employee.
$
24,771_
.c:::- -cF- C: r:? r - .~.
I ~ , ~
Chairman, Industrial Development Authority
of the County of Frederick, Virginia
If one or more of the above questions do not apply to the facility indicate by writing N/A (not applicable)
on the appropriate line.
\0673$91.02
In Clarke County, we operate ~ resid~ntlallreatment and academic fcIcility. a 4-bell group home, and an in community academic
program.
Clarke ~ounly projects ~Cluded in the. bond financing include, refinancing existing debt on IhQ Bcrryllillo CempUll. renovation of existing
dorm buildings Into additional academIC space, and constNcIing new dorms and a gymnasium. These projects are necessary to
:-"rove living conditions for residents, and to meet licensing requirements.
ThSl'll arQ 27 vehides assigned to.. facililies in Clar1<e County.
we prOVide residential services to 64 consumers and day support to Il2 consumers In CIar1<e county facUities.
The tolal 200012001 operating budget for Grafton programs located in Clarke County is 55.9 million.
. .
TotIl budget!!d payroll lor employees aUigMd to locations: in Clarl<e County ic $4.6 mUUon end represents 187 full timQ I:mployoQs.
42 employees live in Clarke County and have total salaries of S 1.0 milHon.
'.
Frederick County Statistical Infonnation
In Frederick County, we operate four +bed chlld group homes, three 8 -bed child group homes, frve
4-bed adult group homes. and one 5-becI adult group home.
Frederick County projects induded in !he bond financing include refinancing existing debt on six group homes.
There are 15 vehides assigned to facilities in Clar1<e County.
We provide reSidential serviCes to 59 consumers and day suppons to 17 consumers In Frederick County facilities.
The tota12000J2001 operating budget for Grafton programs located In Frederick County is $3.4 mllian.
Total budgeted payroll for employees assigned to locations in Frederick County is $2.7 million and represents 109 full time employees.
r . . employees live in Frederick Counly and have total salaries of $5.0 million.
Winchester Statisticallnfonnatlon
In the City 01 Winchester, we operate two academic programs, four 8-bed chUd group homes. two 3-bed adult group homes and one
4-bed adult group home. We 81$0 have our administrative offices in the City of Winchester.
WlflChester City projects included in the bond financing include the purchase and renovation of our Administrative fcIcillty.
There are 28 vehicles assigned to facilities in the City of Winchester.
We proVIde resldenllal services to 36 consumers and day supports to 72 consumers In Winchester facilities.
The total 2000/2001 operating budget for Grafton programs located in Wmchesler is $6.1 million.
Total budgeted payroll for employees assigned to locations in Winchester is $5.8 million ;lnd represents 224 rulltlme employees.
129 employees live in Winchester and have total salaries of $3.4 million.
Combined Spending - Shenandoah Valley
Total purchases for goods and services from local companies in the combined Clarke County, t-redelick county and the dty 01
olWlnchester are approximately 12.5 million ennuQlIy.
Goods and services are purchased from \he following companies in the area:
'ehavioral Resources. DSL Data Services, Floor Shop, Food Uon, Mertins, J.V. Arthur, Lowe's, pifer Office Supply,
ower Warner. Schenl<'s. Shenandoah's Pride. Staples, Valley Copper and Fiber, WaJ-Mart, Wlllchester Printers. Winchester
Star and many others.
G:\BudDOOI\ClINI\Irfredwinc IDA _ Noyumber 1S, ~ooo
EXHIBIT "En
RESOLUTION OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF FREDERICK, VIRGINIA
WHE~AS, the Industrial Development Authority of Clarke County, Virginia (the
"Issuer"), a political subdivision of the Commonwealth of Virginia (the "Commonwealth"), is
empowered by the Virginia Industrial Development and Revenue Bond Act (the "Act") to issue
its revenue bonds for the purpose, among other purposes, of financing the acquisition,
construction, equipping, expansion. enlargement, improvement and refinancing of facilities for
use by organizations described in ~501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code") and which are exempt from federal income taxation pursuant to ~501(a) of the
Code, in order to benefit the inhabitants of the Commonwealth and to protect and promote the
safety, health, welfare, convenience, or prosperity of the citizens of the Commonwealth;
WHERE~pprsyant to Section 15.2-4905 of the Act, the Issuer may issue its bonds
with respect to facilities outside Clarke County if the governing body of the locality where the
facilities are or will be located concurs with the inducement resolution for such bonds adopted by
the Issuer;
WHEREAS, the Industrial Development Authority of the County of Frederick, Virginia
(the "Authority") has received a request dated November 6, 2000, on behalf of Grafton School,
Inc., a Virginia nonstock, nonprofit corporation (the "Applicant"), requesting that the Authority
concur in the resolution adopted by the Issuer on October 30, 2000 (the "Inducement
Resolution"), a certified copy of which has been filed with the Authority, evidencing the Issuer's
preliminary intention to issue its revenue bonds to assi~t in the financing or refinancing of one or
more of the following capital projects (collectively, the "Projects"):
(i) acquisition, construction and equipping of an approximately 32,000
square foot building to be located at 4100 Price Club Boulevard in Chesterfield County,
Virginia, to be used by the Applicant as an administrative and academic center;
(ii) construction of an approximately 75-bed dormitory and a gymnasiwn,
renovation of an existing dormitory for classroom, therapy and administrative purposes
and related improvements and the equipping of such improvements on the Applicant's
main campus at 180 Grafton Way in Berryville in Clarke County, Virginia;
(iii) acquisition and renovation of an approximately 35,866 square foot
building located at 120 Bellview Avenue in the City of Winchester, Virginia, to be used
by the Applicant for offices, adult services, and administrative and maintenance facilities;
(iv) refunding of indebtedness incurred for the acquisition of the Applicant's
, group homes in Clarke County and Frederick County, Virginia, and for the acquisition
and impro,v.ement of the Applicant's main campus described in item (i) above, all as more
particulariy described on Attachment A to this Resolution;
The proceeds of such bonds would also be used to pay certain costs of issuance of the bonds.
The Projects will be owned by the Applicant and used in the Applicant's business of providing
educational arid custodial services to children and adults with serious disabilities;
,
'..,"
WHEREAS, preliminary plans for the acquisition, construction, renovation, equipping
and refinancing of the Projects have been described to the Authority by representatives of the
Applicant, and a public hearing on the issuance of the bonds for the Projects has been held by the
Authority as required by ~147(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), and ~15.2-4906 of the Act;
WHEREAS, the Applicant has represented that the estimated cost of the acquisition,
construction, renovation, equipping and refmancing of the Projects and certain of the expenses of
issue will require an issue of revenue bonds in the aggregate principal amount not to exceed
$13,425,000.00;
WHEREAS, the Applicant has acknowledged the necessity of obtaining, prior to the
issuance of such bonds, the concurrence of the Board of Supervisors of Frederick County (the
"Board of Supervisors") in the adoption of the Inducement Resolution for the refinancing of the
portion of the Projects to be located in Frederick County (the "County"), in accordance with the
requirements of ~147(f) of the Code and ~15.2-4905 of the Act.
NOW, THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF FREDERICK, VIRGINIA:
I. It is hereby found and determined that the acquisition, construction, renovation,
equipping and refmancing of the portion of the Projects to be located in the County will be in the
public interest of the County and will promote the well:-being of the inhabitants of the County.
2. The Authority hereby concurs in the Inducement Resolution with respect to that
portion of the Projects to be located in the County.
3. All costs and expenses in connection with the financing, including the fees and
expenses of the Authority and its counsel, shall be paid from the proceeds of the bonds, to the
extent permitted under the Code, and otherwise by the Applicant. If for any reason such bonds
are not issued, it is understood that all such expenses shall be paid by the Applicant and that the
Authority shall have no responsibility therefor.
4. The Authority hereby directs the Secretary or Assistant Secretary, either of whom
may act, to deliver to the Board of Supervisors (i) a reasonably detailed summary of the
comments expressed at the aforesaid public hearing, (ii) a fiscal impact statement concerning the
2
Projects in the form specified in ~15.2-4907 of the Act, and (iii) a copy of this Resolution, which
constitutes the recommendation of the Authority that the Board of Supervisors concur in the
Inducement Res~h,ltion with respect to that portion of the Projects to be located in the County.
5. This resolution shall take effect immediately upon its adoption and shall remain in
full force and effect until the next regularly scheduled meeting of the Authority occurring two
years after the date of adoption of this resolution, at which time it shall terminate unless
specifically e#ended by the Authority.
",'
.'
CERTIFICATE
The undersigned Secretary of the Industrial Development Authority of the County of
Frederick, Virginia, hereby certifies that the foregoing is a true, correct and complete copy of a
resolution duly adopted by a majority of the directors of the Authority present and voting at a
meeting duly called and held on November 21, 2000, in accordance with law, and that such
resolution has not been repealed, revoked, rescinded, or amended, but is in full force and effect
on the date hereof.
WITNESS my hand this 21st day of November, 2000.
s~i-
Industrial Development Authority of the
County of Frederick, Virginia
1:\WMCDUB\HAR1'LEE\0669Sll.OI
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