2021-08-04 VRA Revenue-Refunding Bonds RESOLUTION #2021-08-04
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE,SALE AND AWARD OF TWO SERIES OF SOLID
WASTE SYSTEM REVENUE AND REFUNDING BONDS OF
PITTSYLVANIA COUNTY,VIRGINIA,IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $9,000,000, AND
PROVIDING FOR THE FORM, DETAILS AND PAYMENT
THEREOF
WHEREAS, the Industrial Development Authority of Pittsylvania County, Virginia (the
"Authority"), previously issued its $1,803,802 Lease Revenue Bond (County Projects), Series
2018A (Federally Tax-Exempt) (the "2018A Bond"), and loaned the proceeds thereof to
Pittsylvania County, Virginia(the"County"), pursuant to a Lease Agreement dated as of April 1,
2006, as amended by the First Amendment to Lease Agreement dated as of January 1, 2018, each
between the Authority and the County,to finance (a)solid waste system improvements, including
(i) the acquisition of a bulldozer and pan scraper for the County landfill (the "2018 Landfill
Project"), and (ii) the acquisition of a grappler truck and three roll off trucks for the County's
compactor sites (the "2018 Compactor Site Project" and, together with the 2018 Landfill Project,
the "2018 Projects"), (b) the acquisition and installation of a centrifugal water-cooled chiller for
the courthouse building and (c)the acquisition, renovation and equipping of an existing building
to convert it for public library purposes;
WHEREAS, the Board of Supervisors of the County (the "Board") desires to refund the
portion of the outstanding 2018A Bond allocable to the 2018 Landfill Project (such refunded
portion,the"Refunded 2018A Landfill Installments")to(a)change the security for such financing
from a pledge of subject-to-appropriation lease payments to a pledge of revenues of the County's
solid waste system (the"System") and (b)afford the County greater flexibility with respect to the
operation, management and use of the System;
WHEREAS, the Board desires to refund the portion of the outstanding 2018A Bond
allocable to the 2018 Compactor Project(such refunded portion,the"Refunded 2018A Compactor
Installments"and,together with the Refunded 2018A Landfill Installments,the"Refunded 2018A
Installments")to change the security for such financing from a pledge of subject-to-appropriation
lease payments to a pledge of revenues of the System on the condition that the refunding of the
Refunded 2018A Compactor Installments achieve an aggregate net present value debt service
savings of not less than 3.00% of the refunded par amount of the Refunded 2018A Compactor
Installments (the"Targeted Savings");
WHEREAS, the Board also desires to finance various capital projects related to the
County's solid waste system (the"System"), including(without limitation)(a)opening a new cell
in the County's landfill and acquiring equipment for use at the landfill(the"2021 Landfill Project")
and (b) constructing and equipping three new convenience centers and improving an existing
convenience center (collectively, the "2021 Convenience Center Project" and, together with the
2021 Landfill Project, the "2021 Projects");
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WHEREAS, the Board has determined to issue two solid waste system revenue and
refunding bonds (the "Bonds" as further described in Section 3 herein) to (a) refinance the 2018
Landfill Project on a federally taxable basis, (b) refinance the 2018 Compactor Site Project on a
federally tax-exempt basis, (c) finance the 2021 Landfill Project on a federally taxable basis and
(d)finance the 2021 Convenience Center Project on a federally tax-exempt basis;
WHEREAS, the Board has determined to provide additional security for the Bonds by
entering into a non-binding undertaking to consider annual appropriations in amounts sufficient to
pay debt service on the Bonds to the extent revenues of the System are insufficient therefor;
WHEREAS,the County has applied to the Virginia Resources Authority("VRA")for the
purchase of the Bonds, and VRA has indicated its willingness to purchase the Bonds from the
proceeds of one or more series of its Infrastructure and State Moral Obligation Revenue Bonds
(Virginia Pooled Financing Program) (collectively, the "VRA Bonds") in accordance with the
terms of two Local Bond Sale and Financing Agreements to be dated as of a date specified by
VRA (each a "Financing Agreement" and, collectively, the "Financing Agreements"), between
VRA and the County, forms of which have been made available prior to this meeting;
WHEREAS, the Financing Agreements shall indicate that the aggregate amount of VRA
Bond proceeds requested will equal the sum of(a) $7,186,230 to finance the 2021 Projects plus
(b) an amount sufficient to refund the Refunded 2018A Installments and pay the related costs of
issuance and refunding,which amount may be revised at the written request of the County prior to
VRA's bond pricing if approved by VRA (such final amount, the "Proceeds Requested");
WHEREAS, VRA has advised the County that VRA's objective is to pay the County a
purchase price for the Bonds (the "Purchase Price Objective") that, in VRA's judgment, reflects
its market value taking into consideration the Proceeds Requested, the Targeted Savings and such
other factors as the purchase price received by VRA for the VRA Bonds,the issuance costs of the
VRA Bonds (consisting of the underwriters' discount and other costs incurred by VRA and
collectively referred to herein as the"VRA Costs")and other market conditions relating to the sale
of the VRA Bonds;
WHEREAS, such factors are expected to result in the County's receiving a purchase price
other than the par amount of the Bonds, and, consequently, (a) the aggregate principal amount of
the Bonds may be greater than or less than the Proceeds Requested in order to receive an amount
of proceeds that is substantially equal to the Proceeds Requested,or(b)if the maximum authorized
principal amount of the Bonds set forth in Section 3 of this Resolution does not exceed the
Proceeds Requested by at least the amount of the VRA Costs and any original issue discount,the
amount to be paid to the County, given the Purchase Price Objective and market conditions, will
be less than the Proceeds Requested; and
WHEREAS, the Financing Agreements will provide that the terms of the Bonds may not
exceed the parameters set forth below in Section 3;
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
PITTSYLVANIA COUNTY, VIRGINIA:
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1. Issuance of Bonds. Pursuant to the Constitution and statutes ofthe Commonwealth
of Virginia, including the Public Finance Act of 1991, the Board hereby authorizes and provides
for the issuance and sale of (a) a solid waste system revenue and refunding bond (the "2021 A
Bond") to provide funds to (i) refinance the 2018 Landfill Project by refunding the Refunded
2018A Landfill Installments, (ii) finance the 2021 Landfill Project and (iii) pay the related costs
of issuance and refunding and (b) a solid waste system revenue and refunding bond (the"2021B
Bond") to provide funds to (i) refinance the 2018 Compactor Site Project by refunding the
Refunded 2018A Compactor Installments, (ii) finance the 2021 Convenience Center Project and
(iii)pay the related costs of issuance and refunding.
2. Authorization of Financing Agreements. The forms of the Financing
Agreements made available prior to this meeting are hereby approved. The Chairman and Vice
Chairman of the Board and the County Administrator, any of whom may act, are authorized to
execute and deliver the Financing Agreements in substantially such forms,with such completions,
omissions, insertions and changes not inconsistent with this Resolution as may be approved by the
Chairman or Vice Chairman or the County Administrator, whose approval shall be evidenced
conclusively by the execution and delivery thereof. The issuance and sale of the Bonds to VRA
shall be upon the terms and conditions set forth in the Financing Agreements. The proceeds of the
Bonds shall be applied in the manner set forth in the Financing Agreements. All capitalized terms
used but not defined herein shall have the same meanings as set forth in the Financing Agreements.
3. Bond Details. (a) The 2021A Bond shall be issued as a single, registered bond,
shall be designated "Taxable Solid Waste System Revenue and Refunding Bond, Series 2021A
(Landfill Projects)," shall be numbered RA-1, shall be dated the date that is 30 days prior to the
closing date of the VRA Bonds and shall be purchased with proceeds of or allocated to federally
taxable VRA Bonds. The Board authorizes the issuance and sale of the 202IA Bond on such terms
as shall be determined by VRA subject to VRA's Purchase Price Objective and the market
conditions described in the Recitals hereof; provided, however, that the 2021 A Bond (i) shall be
issued in a principal amount not to exceed $4,000,000, (ii) shall have a"true" interest cost not to
exceed 3.00%(exclusive of"Supplemental Interest"as provided in the Financing Agreement),and
(iii)shall be payable in principal installments ending not later than December 31, 2028.
(b) The 2021B Bond shall be issued as a single, registered bond, shall be designated
"Taxable Solid Waste System Revenue and Refunding Bond, Series 2021 B (Convenience Center
Project)," shall be numbered RB-1, shall be dated the date that is 30 days prior to the closing date
of the VRA Bonds and shall be purchased with proceeds of or allocated to federally tax-exempt
VRA Bonds ("Tax-Exempt VRA Bonds"). The Board authorizes the issuance and sale of the
2021B Bond on such terms as shall be determined by VRA subject to VRA's Purchase Price
Objective and the market conditions described in the Recitals hereof; provided, however, that (i)
the 2021B Bond(A)shall be issued in a principal amount not to exceed$5,000,000,(B)shall have
a"true" interest cost not to exceed 3.00%(exclusive of"Supplemental Interest"as provided in the
Financing Agreement), and (C) shall be payable in principal installments ending not later than
December 31, 2036, and (ii) the refunding of the Refunded 2018A Compactor Installments shall
achieve at least the Targeted Savings. If the Targeted Savings cannot be realized, the County
Administrator is authorized to proceed with the financing of the 2021 Convenience Center Project
upon the terms and within the parameters authorized above.
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(c) Subject to the preceding terms, the Board further authorizes the County
Administrator to accept the final terms presented by VRA,including(i)the final principal amounts
of the Bonds, (ii) the amortization schedules (including the principal installment dates and
amounts) for the Bonds and (iii)the optional and extraordinary redemption provisions, if any, of
the Bonds,all in such manner as the County Administrator shall determine to be in the best interests
of the County.
(d) As set forth in the Financing Agreements, the County agrees to pay such
"Supplemental Interest" and other charges as provided therein, including such amounts as may be
necessary to maintain or replenish the VRA Reserve. The principal of and premium, if any, and
interest on the Bonds shall be payable in lawful money of the United States of America.
4. Payment and Redemption Provisions. The principal of and premium, if any,and
interest on each Bond shall be payable as set forth in such Bond and the applicable Financing
Agreement. The County may, at its option, redeem, prepay or refund each Bond upon the terms
established by VRA in the applicable Financing Agreement.
5. Execution and Form of Bonds. The Bonds shall be signed by the Chairman or
Vice Chairman of the Board, and the County's seal shall be affixed thereon and attested by the
Clerk of Board. The Bonds shall be issued initially as typewritten bonds in substantially the form
of Exhibit A attached hereto, with such completions, omissions, insertions and changes not
inconsistent with this Resolution as may be approved by such officers, whose approval shall be
evidenced conclusively by the execution and delivery of the Bonds.
6. Pledge of Revenues. (a) Subject to the right of the County to apply Revenues of
the System to the payment of Operation and Maintenance Expenses, the County irrevocably
pledges the Revenues for the payment of principal of and premium, if any, and interest on the
Bonds.
(b) The County is required to fix and collect rates, fees and other charges for the use of
and for services furnished or to be furnished by the System and will from time to time revise such
rates, fees and other charges, or provide other legally available funds, so that in each Fiscal Year
the Net Revenues Available for Debt Service, and any such other funds provided by the County,
will equal at least 100% of the amount required during the Fiscal Year to pay principal of and
premium, if any, and interest on the Bonds and all other indebtedness of the County payable from
Revenues, including, without limitation, indebtedness under leases which are treated as capital
leases under generally accepted accounting principles.
(c) Nothing in the Bonds,the Financing Agreements or this Resolution shall be deemed
to constitute a pledge of the faith and credit of the Commonwealth of Virginia or any of its political
subdivisions, including the County. The issuance of the Bonds shall not directly, indirectly or
contingently obligate the Commonwealth of Virginia or any of its political subdivisions, including
the County, to pledge its faith and credit or levy any taxes for the payment of the principal of or
premium, if any,or interest on the Bonds or other costs incident thereto or make any appropriation
for its payment except from the revenues and other funds pledged for such purpose. Additional
bonds secured on a parity as to the pledge of the Revenues with the Bonds may be issued on terms
provided in the Financing Agreements.
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7. Support Agreement. The Board acknowledges that, in the event the Revenues
pledged under the Financing Agreements are not sufficient to(a)satisfy the rate covenant set forth
in the Financing Agreements and (b) pay any amounts due under the Financing Agreements, the
Board agrees to a non-binding undertaking to consider annual appropriations in amounts sufficient
to satisfy such deficiencies, all as set forth in the Financing Agreements.
8. Preparation of Printed Bonds. The County shall initially issue the Bonds in
typewritten form. Upon request of the registered owner and upon presentation of a Bond at the
office of the Registrar(as hereinafter defined),the County shall arrange to have prepared,executed
and delivered in exchange as soon as practicable the applicable Bond in printed form in a principal
amount equal to the unpaid principal of such Bond in typewritten form and of the same form and
maturity and registered in such names as requested by the registered owner or its duly authorized
attorney or legal representative. The printed Bond may be executed by manual or facsimile
signature of the Chairman or Vice Chairman of the Board and the County's seal affixed thereto
and attested by manual or facsimile signature of the Clerk of the Board;provided,however,that if
both such signatures are facsimiles, no Bond shall be valid until it has been authenticated by the
manual signature of the Registrar and the date of authentication noted thereon. The typewritten
Bond surrendered in any such exchange shall be canceled.
9. Registration and Transfer of the Bonds. The County appoints the County
Treasurer as paying agent and registrar(the"Registrar")for the Bonds. If deemed to be in the best
interests of the County,the County Administrator may at any time appoint a qualified bank or trust
company as successor Registrar. Upon surrender of a Bond at the office of the Registrar, together
with an assignment duly executed by the registered owner or its duly authorized attorney or legal
representative in such form as shall be satisfactory to the Registrar, the County shall execute, and
the Registrar shall authenticate and deliver in exchange, a new Bond or Bonds having an equal
aggregate principal amount, of the same form and maturity, bearing interest at the same rates and
registered in such name as requested by the then registered owner or its duly authorized attorney
or legal representative. Any such exchange shall be at the expense of the County, except that the
Registrar may charge the person requesting such exchange the amount of any tax or other
governmental charge required to be paid with respect thereto.
The Registrar shall treat the registered owner of the Bonds as the person or entity
exclusively entitled to payment of principal thereof and premium, if any,and interest thereon,and
the exercise of all other rights and powers of the owner of the Bonds, except that regular
installments of principal and interest shall be paid to the person or entity shown as owner on the
registration books on the 15th day of the month preceding each payment date.
10. Mutilated, Lost or Destroyed Bonds. If a Bond has been mutilated, lost or
destroyed,the County shall execute and deliver a new Bond of like date and tenor in exchange and
substitution for, and upon cancellation of, such mutilated Bond or in lieu of and in substitution for
such lost or destroyed Bond; provided, however,that the County shall so execute and deliver only
if the registered owner has paid the reasonable expenses and charges of the County in connection
therewith and, in the case of a lost or destroyed Bond, (a) has filed with the County evidence
satisfactory to the County that such Bond was lost or destroyed and(b)has furnished to the County
satisfactory indemnity.
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11. Preparation and Delivery of Bonds. The officers of the County are authorized
and directed to take all proper steps to have the Bonds prepared and executed in accordance with
their terms and to deliver them to VRA as the purchaser thereof upon receipt of the purchase prices
from VRA as set forth in the Financing Agreements.
12. Tax Compliance Agreement. Such officers of the County as may be requested
are authorized and directed to execute and deliver a nonarbitrage certificate and tax compliance
agreement (the "Tax Compliance Agreement") in a form not inconsistent with this Resolution as
may be approved by the officers of the County executing such document, whose approval shall be
evidenced conclusively by the execution and delivery thereof.
13. Arbitrage Covenants. The County covenants that it shall not take or omit to take
any action the taking or omission of which will cause the Tax-Exempt VRA Bonds to be"arbitrage
bonds"within the meaning of Section 148 of the Internal Revenue Code of 1986,as amended,and
regulations issued pursuant thereto (the "Code"), or otherwise cause interest on the Tax-Exempt
VRA Bonds to be includable in the gross income of the registered owner thereof under existing
law. Without limiting the generality of the foregoing,the County shall comply with any provision
of the Tax Compliance Agreement that may require the County at any time to rebate to the United
States any part of the earnings derived from the investment of the gross proceeds of the 2021 B
Bond, unless the County receives an opinion of nationally recognized bond counsel that
compliance with any such covenant is not required to prevent interest on the Tax-Exempt VRA
Bonds from being included in the gross income for federal income tax purposes of the registered
owners thereof under existing law. The County shall pay any such required rebate from legally
available funds.
14. Private Activity Bond Covenant. The County covenants that it shall not permit
the proceeds of the 2021 B Bond or the facilities financed therewith to be used in any manner that
would result in(a) 5%or more of such proceeds or such facilities being used in a trade or business
carried on by any person other than a governmental unit,as provided in Section 141(b)of the Code,
(b) 5% or more of such proceeds or such facilities being used with respect to any output facility
(other than a facility for the furnishing of water), within the meaning of Section 141(b)(4) of the
Code, or (c) 5% or more of such proceeds being used directly or indirectly to make or finance
loans to any persons other than a governmental unit, as provided in Section 141(c) of the Code;
provided, however, that if the County receives an opinion of nationally recognized bond counsel
that compliance with any such covenant is not required to prevent the interest on the Tax-Exempt
VRA Bonds from being includable in the gross income for federal income tax purposes of the
registered owners thereof under existing law, the County need not comply with such covenant to
the extent provided in such opinion.
15. Official Statement. The County authorizes and consents to the inclusion of
information with respect to the County contained in VRA's Preliminary Official Statement and
VRA's Official Statement in final form, both prepared in connection with the sale of the VRA
Bonds. If appropriate, such disclosure documents shall be distributed in such manner and at such
times as VRA shall determine. The County Administrator is authorized and directed to take such
actions as may be necessary or appropriate to aid VRA in ensuring compliance with Securities and
Exchange Commission Rule 15c2-12.
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16. Prepayment of the Refunded 2018A Installments. The County Administrator is
authorized and directed to take or direct the Authority to take all proper steps to prepay the
Refunded 2018A Installments and to prepare and deliver any such notices and correspondence
necessary therefor. The Chairman and Vice Chairman of the Board and the County Administrator,
any of whom may act, are authorized to approve changes to the 2018A Bond and related financing
documents, including the execution and delivery of an allonge to the 2018A Bond and any
amendments to the related financing documents,as may be necessary to provide for the unrefunded
portion of the 2018A Bond. The Clerk of the Board is authorized to affix the County's seal on any
such documents and attest the same.
17. SNAP Investment Authorization. The County has heretofore received and
reviewed the Information Statement describing the State Non-Arbitrage Program of the
Commonwealth of Virginia("SNAP")and the Contract Creating the State Non-Arbitrage Program
Pool (the "Contract"), and the Board hereby determines to authorize the County Treasurer to use
SNAP in connection with the investment of the proceeds of the 2021B Bond. The Board
acknowledges the Treasury Board of the Commonwealth of Virginia is not, and shall not be, in
any way liable to the County in connection with SNAP, except as otherwise provided in the
Contract.
18. Other Actions. All other actions of officers of the County in conformity with the
purposes and intent of this Resolution and in furtherance of the issuance and sale of the Bonds,the
financing of the 2021 Projects and the refinancing of the 2018 Projects are ratified, approved and
confirmed. The officers of the County are authorized and directed to execute and deliver all
certificates and other instruments and to take all such further action as may be considered necessary
or desirable in connection with the issuance, sale and delivery of the Bonds, the financing of the
2021 Projects and the refinancing of the 2018 Projects.
19. Repeal of Conflicting Resolutions. All resolutions or parts of resolutions in
conflict herewith are repealed.
20. Effective Date. This Resolution shall take effect immediately.
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Exhibit A - Form of Bond
Interest on this bond is intended by the issuer thereof to be included in gross income
for federal income tax purposes.
REGISTERED REGISTERED
R[A/B]-1 , 2021
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
PITTSYLVANIA COUNTY
Taxable Solid Waste System Revenue and Refunding Bond
Series 2021[A/B] ([Landfill Projects/Convenience Center Project])
Pittsylvania County,Virginia(the"County"),a political subdivision of the Commonwealth
of Virginia, for value received, acknowledges itself in debt and promises to pay to the Virginia
Resources Authority, or its registered assigns or legal representative ("VRA"), solely from the
sources hereinafter described and pledged to the payment of this bond the principal sum of
DOLLARS ($ ). Principal of this bond shall be payable
in annual installments in the amounts and on the dates set forth in Schedule I attached hereto.
Interest on this bond shall be payable on each April 1 and October 1, commencing
20_, computed on the basis of a 360-day year of twelve 30-day months at the rates set forth in
Schedule I.
If any installment of principal of or interest on this bond is not paid to the registered owner
of this bond within five days after its due date,the County shall pay to VRA a late payment charge
in an amount equal to five percent (5.0%)of the overdue installment.
Subject to the provisions of the Local Bond Sale and Financing Agreement dated as of
September 17, 2021 (the "Financing Agreement"), between VRA and the County, so long as this
bond is held by or for the account of VRA or its registered assigns or legal representative, interest
is payable by (i) check or draft mailed to the registered owner of this bond at the address that
appears on the 15th day of the month preceding each interest payment date on the registration
books kept by the County Treasurer, who has been appointed registrar and paying agent, or any
successor bank or trust company (the "Registrar")or(ii)wire transfer pursuant to the most recent
wire instructions received by the Registrar from such registered owner. Principal of and premium,
if any,and interest on this bond shall be payable in lawful money of the United States of America.
In case any payment date on this bond shall not be a Business Day (as defined below), then
payment of principal, premium, if any, and interest need not be made on such date, but may be
made on the next succeeding Business Day, and, if made on such next succeeding Business Day,
no additional interest shall accrue for the period after such payment date. "Business Day"means
any Monday,Tuesday, Wednesday,Thursday or Friday on which commercial banking institutions
generally are open for business in New York and Virginia.
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This bond has been authorized by a resolution adopted by the Board of Supervisors of the
County (the "Board") on August 17, 2021 (the "Resolution"), and is issued pursuant to the
Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of
1991, and the Financing Agreement. Proceeds of this bond will be used to provide funds to (a)
finance various capital projects related to the County's solid waste system (the "System"),
including(without limitation) [opening a new cell in the County's landfill and acquiring equipment
for use at the landfill] [constructing and equipping three new convenience centers and improving
an existing convenience center], (b) refund a portion of the outstanding principal installments of
the $1,803,802 Lease Revenue Bond (County Projects), Series 2018A (Federally Tax-Exempt),
issued by the Industrial Development Authority of Pittsylvania County, Virginia, for the benefit
of the County, and (c)pay the related costs of issuance and refunding.
Subject to the County's right to apply Revenues (as defined in the Financing Agreement)
to the payment of Operation and Maintenance Expenses(as defined in the Financing Agreement),
Revenues are irrevocably pledged for the payment of principal of and premium, if any,and interest
on this bond and the payment and performance of the County's obligations under the Financing
Agreement. The pledge of Revenues securing this bond is on a parity with the pledge of Revenues
securing the County $[ ] Taxable Solid Waste System Revenue and Refunding Bond, Series
2021[A/B] ([Landfill Projects/Convenience Center Project]) (the "Parity Bond"). Additional
bonds secured on a parity as to the pledge of the Revenues with this bond and the Parity Bond may
be issued on terms provided in the Financing Agreement and the financing agreement relating to
the Parity Bond.
The Financing Agreement also contains a non-binding undertaking of the Board to consider
annual appropriations in amounts sufficient to pay amounts due under this bond or the Financing
Agreement to the extent Revenues are insufficient therefor.
If any failure of the County to pay all or any portion of any required payment of the
principal of or premium, if any, or interest on this bond results in a withdrawal from or drawing
on any VRA Reserve(as defined in the Financing Agreement),the interest rates applicable to this
bond shall be increased to interest rates sufficient to reimburse the VRA Reserve for any foregone
investment earnings on the funds withdrawn therefrom and pay any interest, fees or penalties
assessed as a result of the withdrawal from or the drawing on the VRA Reserve. The increment
of interest payable pursuant to the increase in rates shall be referred to as "Supplemental Interest."
The term "interest"as used in this bond shall include Supplemental Interest, when and if payable.
The County's obligation to pay Supplemental Interest shall commence on the date of the
withdrawal or drawing of funds from the VRA Reserve occasioned by the County's failure to pay
a required payment or portion thereof as described above (the "Supplemental Interest
Commencement Date"). The County's obligation to pay Supplemental Interest shall terminate on
the date on which the County makes all payments required but outstanding since the date of the
initial failure to pay (the "Supplemental Interest Termination Date"). From the Supplemental
Interest Commencement Date to the Supplemental Interest Termination Date, Supplemental
Interest shall be due and payable on the regularly scheduled interest payment dates provided for in
this bond. As soon as reasonably possible after the Supplemental Interest Commencement Date
and before the next regularly scheduled interest payment date provided for in this bond,VRA shall
deliver to the County a certificate as to the increase in interest rates and the amount of
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Supplemental Interest. The certificate shall set forth in reasonable detail the basis for the increase
in interest rates and the manner of calculation of the increase and the amount of Supplemental
Interest. Such certificate shall be conclusive(absent manifest error) as to the interest rate increase
and amount of Supplemental Interest set forth therein. In determining the interest rate increase
and the amount of Supplemental Interest, VRA may use any reasonable averaging and attribution
methods.
This bond may be redeemed, prepaid or refunded at the option of the County upon the
terms set forth in the Financing Agreement and the Resolution.
This bond is issuable as a fully registered bond. Upon surrender of this bond at the
Registrar's office, together with an assignment duly executed by the registered owner or such
owner's duly authorized attorney or legal representative in such form as shall be satisfactory to the
Registrar, the County shall execute, and the Registrar shall authenticate and deliver in exchange,
a new bond or bonds in the manner and subject to the limitations and conditions provided in the
Resolution,having an equal aggregate principal amount, in authorized denominations,of the same
series, form and maturity,bearing interest at the same rates and in the same manner,and registered
in such names as requested by the then registered owner of this bond or such owner's duly
authorized attorney or legal representative. Any such exchange shall be at the County's expense,
except that the Registrar may charge the person requesting such exchange the amount of any tax
or other governmental charge required to be paid with respect to it.
The Registrar shall treat the registered owner of this bond as the person exclusively entitled
to payment of principal hereof and premium, if any, and interest hereon and the exercise of all
other rights and powers of the owner hereof, except that regular installment payments of principal
and interest shall be made to the person shown as the owner on the registration books as of the
15th day of the month preceding each payment date.
All acts, conditions and things required by the Constitution and statutes of the
Commonwealth of Virginia to happen, exist or be performed precedent to and in connection with
the issuance of this bond have happened, exist and have been performed.
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IN WITNESS WHEREOF, the Board of Supervisors of Pittsylvania County, Virginia, has
caused this bond to be signed by its [Vice] Chairman and the County's seal to be affixed hereto
and attested by the Clerk of the Board of Supervisors,and this bond to be dated the date first above
written.
(SEAL)
q/451 Gus
[Vice] Chairman, Board of Supervisors of
Pittsylvania County, Virginia
ATTEST:
erk, o of Supervisors of
Pittsylvania County, Virginia
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto
(please print or typewrite name and address including postal zip code of Transferee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE
the within bond and all rights thereunder, hereby irrevocably constituting and appointing
Attorney, to transfer said bond on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed
NOTICE: Signature(s)must be guaranteed (Signature of Registered Owner)
by an Eligible Guarantor Institution such as a
Commercial Bank, Trust Company, NOTICE: The signature above must
Securities Broker/Dealer, Credit Union or correspond with the name of the
Savings Association who is a member of a registered owner as it appears on the
medallion program approved by The Securities front of this bond in every particular,
Transfer Association, Inc. without alteration or enlargement or
any change whatsoever.
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SCHEDULE I TO
PITTSYLVANIA COUNTY,VIRGINIA
TAXABLE SOLID WASTE SYSTEM REVENUE AND REFUNDING BOND
SERIES 2021[A/B] ([LANDFILL PROJECTS/CONVENIENCE CENTER PROJECT])
Principal Principal Principal
Installment Installment Installment Interest
Number Amount Due Date Rate
[to be completed after pricing of VRA Bonds]
A-6
036841.0000016 EMF_US 86054097v5