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041-05 At a regular meeting of the Board of Supervisors of Frederick County, Virginia, held on the 9th day of March, 2005, the following Board of Supervisors members were recorded as present: PRESENT: On motion by Gene E. Fisher , seconded by Barbara Van Osten , the attached Ordinance was enacted by the Board of Supervisors by a voice vote, the votes being recorded as follows: MEMBER Richard C. Shickle, Chairman Gary W. Dove Barbara E. Van Osten Gene E. Fisher Bill M. Ewing Lynda J. Tyler Gina A. Forrester Resolution No. 041-05 \\FIN\220652.2 VOTE Aye Aye Aye Aye Aye Aye Aye ORDINANCE CREATING THE RUSSELL ISO COMMUNITY DEVELOPMENT AUTHORITY WHEREAS, the Board of Supervisors of Frederick County, Virginia (the "Board") has received a petition (the "Petition") from Russell 150, LC (the "Landowner") for the creation of the Russell 150 Community Development Authority (the "CDA"), and the Landowner has represented that it owns all of the land within the proposed CDA district; and WHEREAS, a public hearing has been held on March 9, 2005 by the Board on the adoption of this Ordinance and notice has been duly provided as set forth in gI5.2-1427 of the Code of Virginia of 1950, as amended and 9915.2-5104 and 15.2-5156 of the Virginia Water and Waste Authorities Act, Chapter 51, Title 15.2, Code of Virginia of 1950, as amended (the "Act"); and WHEREAS, the Board proposes to create the CDA in order to provide the public improvements described in the Petition; WHEREAS, the creation of the CDA to assist in financing certain improvements in cOlmection with the proposed development within the CDA District will benefit the citizens of Frederick County, Virginia (the "County") by promoting increased employment opportunities, a strengthened economic base, increased tax revenues and additional commercial and business opportunities, and will meet the increased demands placed upon the County as a result of development within the CDA district; and WHEREAS, the Landowner has waived in writing the right to withdraw its signature from the Petition in accordance with 915.2-5156 of the Act. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF SUPERVISORS OF FREDERICK COUNTY, VIRGINIA: 1. Creation of Authority. The Russell 150 Community Development Authority is hereby created as a public instrumentality in accordance with the applicable provisions ofthe Act. The CDA shall have the powers set forth in the Act. 2. Boundaries of CDA. The CDA boundaries shall initially include the property identified in the attached Exhibit A (the "Initial CDA District"). In accordance with 915.2-5157 of the Act, a copy of this Ordinance shall be recorded in the land records of the Circuit Court of Frederick County for each tax map parcel in the CDA district as such CDA district exists at the time of issuance of the CDA's bonds (the "Bonds") and the CDA district shall be noted on the land records of the County. The Board of Supervisors, upon the request of the CDA or the Landowner, may, by resolution, release or exclude from the CDA district (i) at any time before the issuance of the Bonds certain portions ofland as long as at least 100 acres ofland remain in the CDA district and (ii) after the issuance of the Bonds only de minimis portions ofland not to exceed approximately two acres. In addition, the CDA may release and exclude from the CDA district parcels of land with respect to which all special assessments have been paid or prepaid. 3. Facilities and Services. The CDA is created for the purpose of exercising the powers set forth in the Act, including financing, constructing, acquiring and developing, and owning and maintaining if necessary, certain improvements in connection with the development of a mixed use, residential and commercial development as described in the Petition and the CDA's Articles ofIncorporation. The CDA shall have all the powers provided by the Act. The CDA shall not provide services which are provided by, or obligated to be provided by, aJy authority already in existence pursuant to the Act unless such authority provides the certification required by g 15.2-5155 of the Act. 4. Articles ofIncorporation. Attached as Exhibit B are the proposed Articles of Incorporation of the CDA. The County Administrator is authorized and directed to execute and file such Articles of Incorporation on behalf of the Board with the State Corporation Commission in substantially the form attached as Exhibit B with such changes, including insubstantial changes to the boundary description of the CDA district described therein, as the County Administrator may approve. The County Administrator is authorized to approve such changes or corrections to the Articles of Incorporation prior to filing with the State Corporation Conmlission as do not change the purpose or function of the CDA as set forth in this Ordinance and in the Petition. 5. Capital Cost Estimates. The Board hereby finds, in accordance with g 15.2- 5103(B) of the Act, that it is impracticable to include capital cost estimates, project proposals and project service rates, except as preliminarily summarized in the Petition. 6. Membership of the Authority. (a) members. The powers of the CDA shall be exercised by an authority board consisting of five (b) All members of the CDA board shall be appointed by the Board by resolution in accordance with the provisions of 915.2-5113. (c) The initial members of the CDA board shall be as set forth in the Articles of Incorporation for the terms set forth therein. (d) Each CDA board member shall receive such compensation for his or her services as a CDA board member as may be authorized from time to time by resolution of the CDA board, provided that no member shall receive compensation in excess of $300 per meeting attended unless authorized by resolution ofthe Board. 7. Plan of Finance: Issuance of Bonds. (a) The improvements, services and operations to be undertaken by the CDA as described herein and in the Petition shall be funded from all or some of the following sources: (i) bonds to be issued by the CDA; (ii) special assessments to be levied pursuant to Virginia Code Section 15.2-5158A5 and (iii) any other source of funding available to the cDA including rates, fees and charges to be levied by the cDA for the services and facilities provided or funded by the CDA. 2 (b) The Bonds to be issued by the CDA will be used to pay the costs of certain infrastructure as described herein and in the Petition, the costs of issuing the Bonds and any required reserves, and interest on the Bonds prior to, during and after construction for a period up to three years after the Bonds are issued. (c) Any bonds issued by the CDA or any other financing arrangements entered into by the CDA will be debt of the CDA, will not be a debt or other obligation of the County and will not constitute a pledge of the faith and credit of the County. 8. Effective Date. This Ordinance shall take effect immediately. 3 The undersigned Clerk of the Board of Supervisors of Frederick County, Virginia, certifies that the foregoing constitutes a true, complete and correct copy of an Ordinance enacted at a regular meeting of the Board of Supervisors of the County of Frederick, Virginia, held on March 9, 2005. Exhibits: A - Initial CDA District Boundaries B - Proposed Articles of Incorporation Clerk, Boa Virginia 4 Exhibit A Initial CDA District Boundaries Tax Map Parcel Numbers Tax Man Parcel AcreaQe 64-A-12 120.385 64-A-lO 29.657 63-A-150 0.309 Total Acres: 150350 Exhibit B Proposed Articles of Incorporation Articles of Incorporation of Russell 150 Community Development Authority The undersigned, pursuant to Chapter 51, Title 15.2 of the Code of Virginia, adopts the following Articles ofIncorporation for the Russell 150 Community Development Authority and states as follows: Article I Name The name of this Authority IS RUSSELL 150 COMMUNITY DEVELOPMENT AUTHORITY (the "Authority"). Article II Or!~anization Pursuant to an ordinance adopted by the Board of Supervisors of Frederick County, Virginia ("Board of Supervisors") the Authority shall be organized by the County of Frederick, Virginia (the "County") under the Virginia Water and Waste Authorities Act (Chapter 51, Title 15.2 of the Code of Virginia of 1950, as amended) (the "Act"), as a political subdivision governed by the laws ofthe Commonwealth of Virginia. Article III Members The affairs of the Authority shall be conducted by an authority board of five members ("CDA Board"). The initial CDA Board members are as set forth in Exhibit A attached hereto and incorporated by reference. All members shall be appointed by resolution of the Board of Supervisors. Each member shall serve a four year term, except the initial members who shall serve the terms of office set forth in Exhibit A hereto. The election of officers of the Authority shall be as set forth in the By-Laws of the Authority. Qualifications and appointment of members of the CDA Board shall be consistent with the requirements of the Act. The CDA Board shall have the powers and duties set forth in the Act and in these Articles of Incorporation and the By-Laws, to the extent that such powers and duties are not inconsistent with the Act. Article IV Principal Office The Authority's principal office shall be c/o Denver E. Quinnelly, Manager/Member, Russell 150 LC, 20B Ricketts Drive, Winchester, Virginia 22601. The Authority may conduct its business and maintain offices for such purposes at such other places within or without the County as may from time to time be deemed advisable by the CDA Board, and not in conflict with the requirements of the Act. Article V Authoritv District The land initially encompassed within the Authority is set forth in Exhibit B attached hereto (the "Initial Authority District") provided that the Board of Supervisors, upon the request of the Authority or the landowner petitioning to create the Authority, may release and exclude from the Authority district (i) at any time before the issuance of the Authority's bonds certain portions ofland as long as at least 100 acres of land remain in the Authority district and (ii) after such bonds are issued only certain de minimis portions of land not to exceed approximately two acres. In addition, the Authority may release and exclude from the Authority district portions of land with respect to which all special assessments have been paid or prepaid. Article VI Purposes and Powers The Authority is organized for the purpose of exercising all powers granted by the Act, including financing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging, extending, equipping, operating and maintaining infrastructure improvements generally described in the Petition attached hereto as Exhibit C to create the Authority. The Authority shall have all powers granted to a "community development authority" under the Act. Article VII Not-for-Profit The Authority shall not be organized or operated for pecuniary gain or profit. No part of the net earnings of the Authority shall inure to the benefit of, or be distributable to any member, director, officer, or any other private person, except that the Authority shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth in Article VI. Article VIII Amendment of Articles These Articles of Incorporation may be amended at any time and from time to time by the Board of Supervisors as now or hereafter prescribed by the Act. Article IX -2- \\FIN\220658.2 Re!!istered Office and Re!!istered A!!ent The address of the initial registered office of the Authority is c/o Benjamin M. Butler, McKee & Butler, 112 South Cameron Street, Wincehster, Virginia 22604. The initial Registered Agent of the Authority is Benjamin M. Butler, whose business address is identical to that of the initial registered office and who is a resident of Virginia and a member of the Virginia State Bar. Article X Initial Members The names and addresses of the initial members of the CDA Board are as set forth on the attached and incorporated Exhibit A. Article XI Indemnification (a) For purposes of this Article XI the following definitions shall apply: (i) "expenses" include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification; (ii) "liability" means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation; (iii) "legal entity" means a corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise; and (iv) "proceeding" means any threatened, pending, or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal. (b) In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation, the members, directors and officers of the Authority shall not be liable to the Authority. (c) The Authority shall indemnify any individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Authority) because such individual is or was a member, director or officer of the Authority or because such individual is or was serving the Authority or any other legal entity in any capacity at the request of the Authority while a member, director or officer of the Authority, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are -3- \\FIN\220658.2 incurred because of such individual's willful misconduct or knowing violation of the criminal law. Service as a member, director or officer of a legal entity controlled by the Authority shall be deemed service at the request of the Authority. The determination that indemnification under this paragraph (c) is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a member or director, as provided by law, and in the case of an officer, as provided in Section (d) of this Article; provided, however, that if a majority of the members of the Authority has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming inderrtnification, be made by special legal counsel agreed upon by the CDA Board and such person. Unless a determination has been made that indemnification is not permissible, the Authority shall make advances and reimbursements for expenses incurred by a member, director or officer in a proceeding upon receipt of an undertaking from such member, director or officer to repay the same if it is ultimately determined that such member, director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the member, director or officer and shall be accepted without reference to such member's, director's or officer's ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a member, director or officer acted in such a manner as to make such member, director or officer ineligible for indemnification. The Authority is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its members, directors or officers to the same extent provided in this paragraph (c). (d) The Authority may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its members, directors and officers pursuant to paragraph (c) of this Article, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the members, directors, officers, employees and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Authority, and may contract in advance to do so. The determination that indemnification under this paragraph (d) is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the CDA Board, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under paragraph (c) of this Article shall be limited by the provisions of this paragraph (d). (e) The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person's heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Authority. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Authority and indemnification under policies of insurance purchased and maintained by the Authority or others. However, no person shall be entitled to -4- \\FIN\220658.2 indemnification by the Authority to the extent such person is indemnified by another, including an insurer. The Authority is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the Authority or any other legal entity at the request of the Authority regardless of the Authority's power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the Authority from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable. (f) No amendment, modification or repeal of this Article shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification or repeal. [REMAINDER OF P AGE INTENTIONALLY LEFT BLANK] -5- \\FIN\220658.2 IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation as of the ~ day of {',(\0..rcl'\ , 2005, as duly authorized by Ordinance adopted by the Board of Supervisors of Frederick County, Virginia on March 9, 2005. By: -6- IIFIN\220658.2 Exhibit A Names and Addresses of Initial Members John S. Scully, IV President Colony Realty 112 N. Cameron Street Winchester, Virginia 22601 Term of Office Commences Expires March 9, 2005 March 1,2009 Dale Fritts Bank of Clarke County 202 N. Loudoun Street Winchester, Virginia 2260 I March 9, 2005 March I, 2009 Charles (Chuck) M. Maddox, PE Vice President Patton Harris Rust & Associates 117 East Piccadilly Street, Suite 200 Winchester, Virginia 22601 March 9, 2005 March 1, 2009 John Marker Marker Miller Orchards 3 153 Cedar Creek Grade Winchester, Virginia 22602 March 9, 2005 March 1, 2009 Alan Hudson President Ominex, Inc 2800 Shirlington Road, Suite 803 Arlington, Virginia 22206 March 9, 2005 March 1, 2009 -7- \\FIN\220658.2 Exhibit B Description of Initial Authority District Tax Map Parcel Numbers Tax Man Parcel Acreage 64-A-12 120.385 64-A-lO 29.657 63-A-150 0.309 Total Acres: 150350 -8- Exhibit C Petition to Create Authority -9- \\FIN\220658.2 PETITION FOR THE CREATION OF THE RUSSELL 150 COMMUNITY DEVELOPMENT AUTHORITY COUNTY OF FREDERICK, VIRGINIA FEBRUARY..3,2005 WHEREAS, the undersigned (the "Petitioner") is the owner of certain parcels of land in the County of Frederick, Virginia, (the "County") containing approximately 150 acres, located between Interstate 81 and Front Royal Pike (Route 522) north of Paper Mill Road (Route 644) as more particularly described on Exhibit A attached hereto; and WHEREAS, Petitioner desires to develop such property as a mixed use development including residential and commercial components, all of which would provide additional retail and business opportunities for the citizens of the County, as well as infrastructure improvements benefiting the citizens of the County, and which would increase employment opportunities and expand the tax base of the County; and WHEREAS, the Petitioner proposes to create a community development authority as permitted under Virginia Code Sections 15.2-5152, et seq., and other applicable provisions of Chapter 51, Title 15.2 of the Code of Virginia of 1950, as amended (the "Act") to provide financing for certain infrastructure necessary to meet the increased demands placed upon the County as a result of development within the community development authority district; NOW, THEREFORE, Petitioner respectfully requests that the Board of Supervisors of the County adopt an ordinance creating the Russell 150 Community Development Authority pursuant to the provisions of the Act, and in support of such request, Petitioner represents and states as follows: \\FIN\219364.2 1. Standine: and Jurisdiction. Petitioner is the owner of all the real estate to be included in the community development authority. All such real estate is located wholly within the County. 2. Name and Boundaries of the Proposed District. Petitioner requests that the Board of Supervisors create the Russell 150 Community Development Authority (the "CDA") pursuant to the authority granted in the Act. The boundaries of the CDA district (the "District") will be as described on Exhibit A attached hereto as such boundaries may be modified by the Board of Supervisors upon request of the Petitioner or the CDA (i) at any time before the issuance of the herein defined Bonds, as long as least 100 acres of land remain in the CDA district and (ii) after the issuance of the Bonds, as long as only de minimis portions of land not to exceed approximately two acres are released from the District. The District will be entitled the Russell 150 Community Development Authority District. 3. Services and Facilities to be Undertaken by the CDA. The CDA will undertake to finance, acquire and construct public improvements pursuant to Section 15.2-5158 of the Act, which public improvements may include all or a portion of the improvements as generally described on Exhibit B attached hereto and incorporated herein and may undertake to provide such other facilities and services as are permitted by the Act (collectively, the "Improvements"). All Improvements will be constructed in accordance with applicable governmental standards after obtaining all necessary permits and approvals therefor. 4. Proposed Plan for Providine: and Financine: the Improvements. A. The CDA will issue bonds (the "Bonds") to finance the Improvements under the authority of the Act, specifically Virginia Code Sections 15.2-5158 and 15.2-5125 as those Sections may be amended. -2- B. The Petitioner proposes that the CDA request the Board of Supervisors to establish a special assessment upon the property within the District to finance the Improvements as provided in Virginia Code Section 15.2-5158(A)(5). C. The CDA or its designee will contract for the construction of the Improvements and for their operation and maintenance until such time as the Improvements are conveyed to or dedicated and accepted by the applicable governmental entity, or until such time as the responsibility for operation and maintenance is assumed by another entity in accordance with applicable laws and regulations. 5. Benefits from CDA Construction of Facilities. Petitioner represents that the following benefits are expected to be derived from the construction of the Improvements by the CDA: A. The proposed Improvements and services to be undertaken by the CDA will facilitate commercial development in the County, will provide commercial and business opportunities for County residents and will promote economic development in the County by creating new jobs and attracting commercial establishments that will generate substantial tax revenues for the County. B. The proposed improvements and the commercial development associated with them are expected to substantially increase the tax base ofthe County. C. The establishment of the CDA will provide for needed public improvements, including, among other things, a bridge across Interstate 81 connecting Route 522 and Pleasant Valley Road, to be constructed more expeditiously than would otherwise be possible. -3- 6. CDA Board Members. The members of the Board of the CDA shall be selected under the applicable provisions of Virginia Code Section 15.2-5113. Respectfully submitted, PETITIONER: By: Its: Manager -4- EXHIBIT A Description of Community Development Authority Boundaries Tax Map Parcel Owner Acrea2e 64-A-12 64-A-10 63-A-150 Russell 150, LC Russell 150, LC Russell 150, LC Total Acres: 120.384 29.657 0.309 150.350 I\FIN\2 I 9364.2 I\FrN\219364.2 EXHIBIT B Preliminary Description of Improvements Improvement Preliminary Cost Estimate as of Date of Petition Major roads (120') Curb & gutter Sidewalk Sewer Water - domestic Water - fire $1,287,500 118,450 85,850 336,000 252,000 252,000 Minor roads (60') Curb & gutter Sidewalk Sewer Water - domestic Water - fire 405,000 62,100 45,000 240,000 210,000 210,000 Interstate 181 Bridge Bridge engineering 3,900,000 250,000 Route 522 improvements Stormwater management Sewage pump station Landscaping allowance Site lighting Utility trenching 400,000 300,000 400,000 50,000 150,000 200,000 Civil engineering Stake out Permits & fees 564,000 376,000 100,000 Contingency Total public improvements 100.000 $10.293.900 \1FIN\232350.1 RUSSELL 150 COMMUNITY DEVELOPMENT AUTHORITY February 3, 2005 The following is a brief description of community development authorities in general and the proposed Russe11150 Community Development Authority. Community Development Autborities Purpose: . To finance infrastructure made necessary by development within the CDA district . To issue bonds to fmance CDA improvements . To generate moneys to pay for improvements through special ad valorem taxes or assessments on property within the CDA district Procedure to Create a CDA: . Created pursuant to Virginia Code Sections 15.2-5152 - 15.2-5158 . Petition submitted to Board of Supervisors by owners of at least 51 % of land area or assessed value in proposed CDA district . Public bearing required with 3 weeks notice; first publication required at least 30 days before public hearing . Board of Supervisors holds a public hearing and creates the CDA by ordinance . CDA Board (5 members) is appointed by Board of Supervisors . CDA's Articles of Incorporation are filed with State Corporation Commission Historv: . CDA Act was enacted in Virginia in 1993 . Over 30 states have some sort of special tax/assessment district financing . First CDA in Virginia was formed in 1998 and issued bonds for the Dulles Town Center project in Loudoun County . At least five other CDAs have issued bonds since 1998: Virginia Gateway and Heritage Hunt, both in Princ.e William County; Short Pump Town Center in Henrico County; Broad Street CDA in Richmond; and Bell Creek in Hanover County -1- Considerations for County: . County staff assesses and collects tax payments (County can recover its costs through CDA assessment) . CDA is an overlapping tax district - increases tax burden on landowners in the CDA district (although increases in tax rates may be moderated by increased assessed value) . County may accept infrastructure into its system and become responsible for maintenance (depends on the nature of the improvements and can be negotiated with CDA) . CDA's tax-exempt bonds will count against the County's $10,000,000 limit for "bank qualification" purposes; this is only an issue if the County, and its subordinate entities such as School Board, will be issuing less than $10,000,000 intax exempt bonds.in the year in which CDA bonds are issued. Benefits of a CDA: . CDA may finance a variety of infrastructure including roads, parking facilities, curbs, gutters, sidewalks, storm water management, water and sewer improvements, parks and landscaping . Infrastructure costs are paid by those who benefit most . ad valorem tax (maximum of 25 cents per $100 unless higher tax is requested by all landowners) may be requested by CDA and levied by Board of Supervisors . special assessment (not to exceed total cost of CDA infrastructure pro-rated among benefited landowners) may be requested by CDA and levied by Board of Supervisors . Infrastructure typically can be fmanced on a tax exempt basis . Infrastructure can be fmanced more quickly and in a uniform manner rather than "piecemeal" as development progresses; increase in tax revenues to County "ramps up" more quickly . . County is in no way obligated on the CDA bonds . Costs of creating the CDA may be financed through the CDA bonds -2- . Cost of levying and collecting assessment is paid by CDA Russell ISO Community Develooment Authority Creation of Russell ISO CDA: · Only one landowner in COA district (Russell 150, LC); Russell 150, LC is a Virginia limited liability company, the members of which are Denver Quinnelly, Mark Smith, Thomas Gilpen and Lenoir City Company (Thomas Gilpin, President) . Proposed schedule: · Publish notice of public hearing on February 4, February II and February 18 · Board of Supervisors holds public hearing and considers Ordinance creating CDA on March 9 . CDA will hire a professional administrator/financial advisor to determine the assessments, prepare the COA's budget and provide administrative support; fees of COA's administrator and legal fees will be paid from assessments Russell ISO CDA District: . The CDA area consists of approximately 150 acres, all of which is owned by Russell 150 · The proposed development is expected to include approximately 96 acres of commercial development and approximately 300 townhornes Russell ISO CDA Financed Imorovements: . The improvements to be financed by the CDA will include the following: . Roads . Curb and gutter; sidewalks . Water and sewer improvements . I 81 overpass . Route 522 improvements . Stormwater management . Lighting; landscaping . Cost of CD A-financed improvements is expected to be approximately $10,293,900 -3- . All CDA-financed improvements will be owned by the County (storm water management ponds may be owned by CDA or other appropriate entity) Russell ISO CDA Bonds: Assessment: . Bond issue size is expected to be approximately $13,784,000, which includes the costs of the infrastructure improvements, a debt service reserve fund, costs of issuing the bonds and capitalized interest during construction · Bonds will be secured by special assessments; special assessment creates a tax lien on property within the CDA district . Issuer of the bonds will be the CDA; County will have no legal or moral obligation to pay debt service; bonds will specifically provide that they are not obligations of the County . Special assessments may be prepaid at anytime; it is expected that the assessment on residential property will be prepaid as each residential lot is sold . County will levy and collect special assessments; payment to CDA is subject to appropriation . After the CDA issues bonds to finance the infrastructure improvements, all CDA funds will be held by a corporate trustee and the CDA will not be responsible for physically handling funds -4-