2025-05-11 VRA Loan
PITTSYLVANIA COUNTY BOARD OF SUPERVISORS
RESOLUTION # 2025-05-11
RESOLUTION AUTHORIZING PITTSYLVANIA COUNTY,
VIRGINIA, TO ENTER INTO A LEASE FINANCING WITH
THE VIRGINIA RESOURCES AUTHORITY TO PROVIDE
FOR THE FINANCING OF VARIOUS CAPITAL
IMPROVEMENT PROJECTS, AND APPROVING THE
FORMS OF CERTAIN DOCUMENTS PREPARED IN
CONNECTION THEREWITH
WHEREAS, the County Board of Supervisors (the “County Board”) of Pittsylvania
County, Virginia (the “County”), desires to finance the design, acquisition, construction and
equipping of various capital improvement projects, including (without limitation), (a) window
replacement and HVAC improvements at the Moses Building, (b) the purchase and renovation of
the former Path’s Building, (c) E911 equipment upgrades, (d) renovations and HVAC
improvements at the Courthouse (collectively, the “Project”);
WHEREAS, the County desires to secure such financing by using the following County
properties as collateral: (a) the County’s administrative offices located in the Moses Building,
located at 21 N. Main Street, Chatham, Virginia (GPIN #2426-01-0724), (b) the County’s
Community Center for Parks and Recreation, located at 115 S. Main Street, Chatham, Virginia
(GPIN #2426-00-1888, #2426-01-2040, and #2426-00-2960), and (c) Gretna Public Library
located at 207 Coffey Street, Gretna, Virginia (GPIN #2520-85-5164) (all such properties, together
with any existing improvements thereon and any improvements to be constructed thereon, the
“Property”);
WHEREAS, the County desires to enter into a lease financing arrangement with the
Virginia Resources Authority (“VRA”), under which (a) the County will lease the Property to
VRA pursuant to the terms of a Prime Lease (the “Prime Lease”) and (b) VRA will lease the
Property back to the County pursuant to the terms of a Local Lease Acquisition Agreement and
Financing Lease (the “Financing Lease” and, together with the Prime Lease, the “2025 Leases”),
the forms of which have been made available to the County Board at this meeting;
WHEREAS, the County has applied to VRA to finance the Project, and, subject to final
credit approval, VRA has indicated its willingness to undertake the same using the proceeds of
one or more series of its Infrastructure and State Moral Obligation Revenue Bonds (Virginia
Pooled Financing Program) (collectively, the “VRA Bonds”);
WHEREAS, the County is requesting from VRA proceeds for the Project (including
related local costs of issuance) pursuant to the Financing Lease in an amount equal to $7,007,431
or such other amount as requested by the County in writing and approved by VRA prior to the
pricing of the VRA Bonds (such aggregate amount herein referred to as the “Proceeds Requested”);
WHEREAS, VRA has advised the County that VRA’s objective is to pay the County a
purchase price for the Financing Lease that in VRA’s judgment reflects its market value (the
“Purchase Price Objective”), taking into consideration the Proceeds Requested and such factors as
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the purchase price received by VRA for the VRA Bonds, the underwriters’ discount and other
issuance costs of the VRA Bonds, and other market conditions relating to the sale of the VRA
Bonds; and
WHEREAS, VRA has acknowledged that the aggregate total of principal components of
rental payments to become due under the Financing Lease (the “Rental Payments”), the “true”
interest cost of the interest components of such Rental Payments, the purchase price of the
Financing Lease and the expiration dates of the 2025 Leases cannot exceed the respective pricing
terms specified in this Resolution;
RESOLVED, By the Pittsylvania County Board of Supervisors this 20th day of May,
2025, That
1. Authorization of 2025 Leases. The forms of the 2025 Leases made available at
this meeting are hereby approved. The Chairman and Vice Chairman of the County Board and the
County Administrator (which term for all purposes of this Resolution shall include any interim or
acting County Administrator), any of whom may act, are authorized to execute the 2025 Leases in
substantially such forms, with such completions, omissions, insertions and changes not
inconsistent with this Resolution as may be approved by the officer executing such instruments,
whose approval shall be evidenced conclusively by the execution and delivery thereof. All
capitalized terms used but not defined herein shall have the same meanings as set forth in the
Financing Lease.
2. Terms of Financing Lease. The following lease financing plan is approved. The
County will use a portion of the proceeds of the VRA Bonds to finance the Project. The expiration
date contained in the Prime Lease shall not extend beyond November 1, 2040. The expiration date
contained in the Financing Lease shall not extend beyond November 1, 2035. The final pricing
terms contained in the Financing Lease shall be determined by VRA subject to VRA’s Purchase
Price Objective and market conditions described in the Recitals hereof; provided, however, that
(a) the aggregate total of principal components of the Rental Payments shall not exceed
$7,500,000, (b) the interest components of the Rental Payments shall have a “true” interest cost
not to exceed 5.50% (exclusive of “supplemental interest” as provided in the Financing Lease), (c)
the obligation under the Financing Lease attributable to the principal components of the Rental
Payments shall be acquired by VRA at a price not less than 98% of the aggregate principal amount
thereof and (d) the principal components of the Rental Payments shall be subject to prepayment
upon the terms set forth in the Financing Lease. Subject to the preceding terms, the County Board
further authorizes the County Administrator to accept the final terms presented by VRA and
accordingly to determine the aggregate total of principal and interest components of the Rental
Payments, including the dates and amounts, and the optional and extraordinary prepayment
provisions, if any, of the Rental Payments, all in accordance with the provisions hereof. No further
action is required of the County Board in connection with approving the final terms of the 2025
Leases.
As set forth in the Financing Lease, 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.
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3. Payment and Prepayment Provisions. The Rental Payments due under the
Financing Lease shall be payable in lawful money of the United States of America and otherwise
comply with the terms set forth in the Financing Lease. The County may, at its option, prepay the
principal components of the Rental Payments upon the terms set forth in the Financing Lease.
4. Subject to Appropriation. The undertaking by the County under the Financing
Lease to make the Rental Payments shall be a special obligation of the County, payable solely
from funds to be appropriated by the County Board from time to time for such purpose and shall
not constitute a debt of the County within the meaning of any constitutional or statutory limitation
or a pledge of the faith and credit of the County beyond any fiscal year for which the County Board
has lawfully appropriated sufficient funds for such purpose from time to time. Nothing in this
Resolution or in the Financing Lease shall be deemed to constitute a debt of the County within the
meaning of any constitutional or statutory limitation or a pledge of the faith and credit or taxing
power of the County.
5. Annual Budget. The County Board believes that funds sufficient to pay all
amounts due from the County under the Financing Lease can be obtained. While recognizing that
it is not empowered to make any binding commitment to make such payments beyond the current
fiscal year, the County Board hereby states its intent to make annual appropriations for future fiscal
years in amounts sufficient to make all such payments and hereby recommends that future Boards
do likewise through the expiration date of the Financing Lease. The County Board directs the
County’s Director of Finance, or such other officer who may be charged with the responsibility
for preparing the County’s annual budget, to include in the budget request for each fiscal year
through the expiration date of the Financing Lease an amount sufficient to pay all amounts coming
due under such Financing Lease during such fiscal year. If at any time until the expiration date of
the Financing Lease, the amount appropriated in the County’s annual budget for the respective
fiscal year is insufficient to pay when due the amounts payable under the Financing Lease, the
County Board directs the County’s Director of Finance, or such other officer who may be charged
with the responsibility for preparing the County’s annual budget, to submit to the County Board at
the next scheduled meeting, or as promptly as practicable but in any event within 45 days, a request
for a supplemental appropriation sufficient to cover the deficiency.
6. 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 VRA Bonds to be “arbitrage bonds,”
within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, including
regulations applicable to the VRA Bonds (the “Code”), or otherwise cause interest on the VRA
Bonds to be includable in the gross income for federal income tax purposes of the registered
owners thereof under existing law. Without limiting the generality of the foregoing, the County
shall comply with the provisions of any nonarbitrage certificate and 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 Financing Lease, unless the County and VRA
receive an opinion of nationally recognized bond counsel (in form and substance reasonably
satisfactory to VRA) that such compliance is not required to prevent interest on the 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.
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7. Tax Compliance Agreement. Such officers of the County as may be requested by
VRA 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.
8. Private Activity Covenants. The County covenants that it shall not permit the
proceeds derived from the Financing Lease or the facilities financed therewith to be used in any
manner that would result in (a) 5% or more of such proceeds or 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 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 and VRA receive an opinion of nationally recognized bond
counsel (in form and substance reasonably satisfactory to VRA) that any such covenants need not
be complied with to prevent the interest on the VRA Bonds from being included in gross income
for federal income tax purposes or from becoming a specific item of tax preference for purposes
of the federal alternative minimum tax, the County need not comply with such covenants to the
extent provided in such opinion.
9. Official Statement. The County Board 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.
10. SNAP Investment Authorization. The County has heretofore received 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 I (the
“Contract”), and the County Board has determined to authorize the County Treasurer, if and as
necessary, to use SNAP in connection with the investment of any proceeds of the Financing Lease.
The County 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.
11. 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 financing of the Project 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 actions considered necessary or
desirable in connection with the execution and delivery of the 2025 Leases and the financing of
the Project. Any authorization herein to execute a document shall include authorization to deliver
it to the other parties thereto and to record such document where appropriate.
12. Effective Date. This Resolution shall become effective immediately.
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Vote
Robert M. Tucker, Jr. (Chairman) Yes
Eddie L. Hite, Jr. (Vice-Chairman) Yes
Darrell W. Dalton Yes
Kenneth L. Bowman Yes
Timothy W. Dudley Yes
William V. (“Vic”) Ingram Yes
Murray W. Whittle Yes
Ayes 7 Nays 0 Abstentions 0