10-18-2011 BOS Adjourned~~r~r ~~i~/~i~
BOARD PACKET
BOARD OF SUPERVISORS
ADTOURNED MEETING
OCTOBER 18, 2011
a
1767
Pi
PITTSYLVANIA COUNTY BOARll OF SUPERVISORS
ADJOURNED MEETING
TUESDAY, OCTOBER 18, 2011
7:00 P.M.
GENERAL DISTRICT COURTROOM
EDWIN R. SHIELDS COURTHOUSE ADDITION
CHATHAM, VA 24531
AGENDA
Call to Order - 7:00 p.m.
2. Roll Call
3. Pledge of Allegiance
4. Items to be added to the Agenda
5. Approval of Agenda
HEARING OF THE CITIZENS
CONSENT AGENDA
6(a) Resolution - Renan Volunteer Fire Department 50`h Anniversary -Pages 8-9
(b) Resolution - Riceville Missionary Baptist Church 145`h Anniversary -Pages 10-11
(c) Regional One -November -Page 12
(d) Resolution for Intersection Upgrade: SR726/SR729 -Pages 13-I S
PUBLIC HEARINGS
Rezoning Cases
Case 1: Don Roscoe Gauldin & Joanne Womack Gauldin -Westover District; R-11-037
(MHP, Residential Manufactured Housing Park District to A-1, Agricultural District)
Case 2: Woodrow F. Hancock, Betty C. Hancock & Jason W. Hancock - Tunstall District;
(M-1, Industrial District portion to M-2, Industrial District, Heavy Industry) R-11-038
Proposed Amendment to Pittsylvania County Code, Chapter 31-Fire Prevention; Section
31-3.1(b)(8)-Service Fee for Emergency Ambulance Transport-Definitions and
Subsection 31-3.3(g)-Billing. Definition of "Immediate Family Member" -Pages 17-31
Proposed Amendment to Pittsylvania County Code, Chapter 5-Cemeteries; proposal to
add an approximated 1-acre tract of land to be used as a cemetery for the New Chapel
Church in Gretna, Virginia. -Pages 32-40
UNFINISHED BUSINESS
9. Expenditure Refund - (Motion rnude by Mr. Hmville, seconded by Mr. Ingram, at the
October 3, 2011 Board of Supervisors meeting. This motion required a 10-day layover
that has now been met.) -Pages d2-45
NEW BUSINESS
10. Recommendations from Finance Committee - Pnge 47
(a) School Appropriation -Pages- 48-50
(b) Danville-Pittsylvania Regional Industrial Facilities Authority Support Agreement
& Financial Documents- Pages- 50 (a) -108
(c) Appropriation of Debt Service Reserve Fund
(d) Financial Documents between Pittsylvania County Board of Supervisors and the
Virginia Resources Authority -Landfill- Pages109-199
(e) Resolution -Virginia Resources Authority Bonds -Landfill - Pages-200-204
(f) Proposal for Services -Davenport & Company - Page.c-205-206
11. Resolution -Smith Mountain Marine Business Association -Request for Counties to
Write and Enforce Shoreline Regulations -Pages 207-209
12. Proposed Amendment to Chapter 35 of the Pittsylvania County Code -Condominium
Conversion - Olde Dominion Agricultural Complex -Page 210-215
13. Courtroom Security Policy -Pages 216-217
14. Request for Public Hearing -Proposed Amendment to Chapter 31 of the Pittsylvania
County Code-North Halifax EMS Pcrge 218
15. Bid Award -Uniform Rental Contract -Page 2! 9
16. Authorization for County Administrator to Negotiate Contract -New Construction
Appraisal Services -Page 220
17. Authorization for Purchasing to issue Request for Proposals for Insurance for Fire &
Rescue Agencies -Pages 221-222
CLOSED SESSION
BOARD ANNOUNCEMENTS
REPORTS FROM LEGAL COUNSEL
REPORTS FROM COUNTY ADMINISTRATOR -Pages
ADJOURNMENT
HEARING OF
CITdZENS
P6
CONSENT
AGENDA
P7
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
AGENDA llATE:
ITEM NUMBER:
6(a)
Resolution -Renan Volunteer Pire Department
SUBJECT/PROPOSAL/REOUEST:
Resolution - 50`h Anniversary
STAFF CONTACT(S):
William D. Sleeper
10-18-2011
ACTION:
CONSENT AGENDA:
ACTION:
Yes
ATTACHMENTS:
Yes
REVIEWED BY:
BACKGROUND:
INFORMATION:
INFORMATION:
The Renan Volunteer Fire Department celebrated its 50`h Anniversary in September 2011.
DISCUSSION:
Attached hereto, is a Resolution from the Board of Supervisors commemorating the 50`h Anniversary and
congratulating the Renan Volunteer Fire Department on 50 years of service to the citizens of Pittsylvania County.
RECOMMENDATION:
Staff recommends that the Board of Supervisors approve the attached Resolution to be presented to the Renan
Volunteer Fire Department.
P8
PITTSYLVANIA COUNTY BOARD OF SUPERVISORS
RESOLUTION
2011-10-OS
VIRGINIA: At the adjourned meeting of the Pittsylvania County Board of Supervisors held in the General
District Courtroom of the Edwin R. Shields Courthouse Addition in Chatham, Virginia on Tuesday, October
18, 2011, the following resolution was presented and adopted:
WHEREAS, the Renan Volunteer Fire Department was one of the first rural Fire Department in
Pittsylvania County, chartered in the fall of 1961; and
WHEREAS, Mr. Charlie Franks was asked by the charter members of the Renan Volunteer Fire
Department to serve as the fire department's first chief; and
WHEREAS, over the past 50 years the department has had nine chiefs: Charlie Franks-1961-1964;
Carlton Hutcherson -1965-1967; Garland Shelton - 1968-1971; Frank Worsham -1972-1973; Garland
Shelton -1974; Chazlie Franks -1975-1992; Paul Barbour -1993; Kenneth Hutcherson -1994-2000; Dale
Crews -2001-2008; and Scott Hutcherson-2009-Present; and
WHEREAS, afrer working out of the Agricultural Building at the Renan School the first year, in
February 1962, Robert Reynolds donated a tract of land for a building site and a building was erected the
following year which continues to serve as the site for the Renan Volunteer Fire Department; and
WHEREAS, in the late 1970s, a second addition was made to the building, and a third edition was
added in 2005; and
WHEREAS, from its creation until now, the department has upgraded from the one vehicle, a 1952
oil truck with no pump, to five vehicles -one crash truck, one mini-pumper, two pumpers and one tanker;
and
WHEREAS, when the department originated, the minimum age was 21 years old, and today the age
has been lowered to 18 yeazs old and, there is also a program for firefighters 15-18 years of age; then
BE IT RESOLVED that the Board of Supervisors of Pittsylvania County, on the behalf all of the
citizens of Pittsylvania County, congratulate and thank the Renan Volunteer Fire Department and its
members for its 50 years of service to the citizens of Pittsylvania County and the Board of Supervisors
wishes the Renan Volunteer Fire Department and its members a safe and successful future providing
protection to the citizens of Pittsylvania County; and
BE IT FURTHER RESOLVED that a copy of this Resolution be presented to the Renan Volunteer
Fire Department.
Given under my hand this 18`h day of October, 2011.
Tim R. Barber, Chairman
Pittsylvania County Board of Supervisors
William D. Sleeper, Clerk
Pittsylvania County Board of Supervisors
Ps
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE: AGENDA DATE: ITEM NUMBER:
10-18-2011 6(b)
Resolution -Riceville Missionary Baptist Church
ACTION: INFORMATION: I
SUBJECT/PROPOSAL/REQUEST: I
CONSENT AGENDA: I
145`h Anniversary Resolution ACTION: INFORMATION:
Yes
STAFF CONTACT(S):
ATTACHMENTS:
Mr. William D. Sleeper Yes
REVIEWED BY:
BACKGROUND:
The Riceville Missionary Baptist Church will be celebrating its 145`h anniversary on November 13, 2011.
DISCUSSION:
Attached hereto, is a resolution by the Pittsybania County Board of Supervisors commemorating the Riceville
Missionary Baptist Church in Java for its 145'h Year Anniversary.
RECOMMENDATION:
Staff submits this resolution to the Board of Supervisors for its review and approval.
P10
PITTSYLVANIA COUNTY BOARD OF SUPERVISORS
RESOLUTION
2011-10-04
VIRGINIA: At the adjourned meeting of the Pittsylvania County Board of Supervisors held in the General District
Courtroom of the Edwin R. Shields Courthouse Addition in Chatham, Virginia on Tuesday October 18, 2011, the
following resolution was presented and adopted:
WHEREAS, the Riceville Missionary Baptist Church was organized in 1866 and their meeting place was a room on the
west corner of the Rice's Meeting House (now First Baptist of Riceville). Reverend John L. Glass, pastor of the First
Baptist Church of Riceville, preached and conducted funerals from 1866 to 1876 for the Riceville Missionary Baptist
Church; and
WHEREAS, on October 20, 1876, Claw Hairston Scott was the first black minister to preach; and
WHEREAS, the Riceville Missionary Baptist Church trustees purchased property on December 30, 1885 located on Route
640 where they worshipped for approximately twenty eight years.; and
WHEREAS, on December 13, 1913, Riceville purchased their present lot for 100 dollars which its first church on site was
built in 1914 by Reverend J.C. Banks who was serving as their pastor and, as the congregation grew there was a need to
expand and more land was purchased on July 14, 1936 and again on February 18, 1942; and
WHEREAS, in 1968 the cornerstone for the present building was laid and the Church was dedicated to the Lord in April
1969 under the pastoral leadership of Reverend Bennie Williams; and
WHEREAS, in 1995 additional property was purchased to build the new Family Life Center and the dedication and ribbon
cutting was held on October 22, 2005; and
WHEREAS, the Reverend Ronnie R. Walker became the pastoral leader of the Riceville Missionary Baptist Church on
October 11, 1996, and was installed on the 1~` Sunday in February, 1997, and continues to lead the Riceville Missionary
Baptist Church congregation; and
WHEREAS, the Riceville Missionary Baptist Church has continued to spiritually grow enormously under the pastoral
leadership of the Reverend Ronnie R. Walker with more than 250 member and 15 Ministries; then
BE IT HEREBY RESOLVED, The Pittsylvania County Board of Supervisors congratulates the Riceville Missionary
Baptist Church in its 145'" year anniversary of faithful worship, their unwavering spirit for continuous growth despite
social pressures and economic limitations of each era, community service and missionary works, and wish the Riceville
Missionary Baptist Church and its congregation many more years of blessings; and
BE IT FURTHER RESOLVED, that a copy of this Resolution be presented to the Riceville Missionary Baptist Church
Given under my hand this 18a' day of October, 201 1.
Tim R. Barber, Chairman
Pittsylvania County Board of Supervisors
William D. Sleeper, Clerk
Pittsylvania County Board of Supervisors
P1t
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
AGENDA DATE:
10-] 8-11
ITEM NUMBER:
6(c)
Consent Agenda: Regional One-November
SUBJECT/PROPOSAL/REOUEST:
Approval of Contract Payment to Regional One for
November 2011
STAFF CONTACT(S):
Sleeper, VanDerHyde
ACTION:
CONSENT AGENDA:
ACTION:
Yes
ATTACHMENTS:
No
REVIEWED BY:
INFORMATION:
INFORMATION:
~~~}
At an adjourned meeting, December 22, 2008, the Board of Supervisors approved to begin paying Regional One
for back-up ambulance service to the County. At that time, the Board requested that payment to Regional One be
approved on a monthly basis. A total of $70,000 has been appropriated for Regional One in the 2012 Budget,
which will cover Regional One's monthly cost for the entire budget year.
DISCUSSION:
It is time to approve payment for Regional One for the month of November. The amount due to Regional
One is $5,833.33 per month. This amount has already been appropriated in the FY2012 budget.
RECOMMENDATION:
Staff recommends that the Board oi' Supervisors approve $5,833.33 for payment to Regional One for
November 2011.
P12
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
Resolution for Intersection Upgrade
726/729
SUBJECT/PRO POSAL/REpU E ST:
State Roads
AGENDA DATE:
10-18-2011
ACTION:
CONSENT AGENDA:
ACTION:
Yes
ITEM NUMBER:
6(d)
INFORMATION:
Intersection Upgrade
STAFF CONTACT(S):
Mr. Sleeper; Mr. Sides
ATTACHMENTS:
Yes
INFORMATION:
BACKGROUND:
The intersection of SR726 and SR729 is the intersection of the Dan River High School, along with the Dan
River Middle School and Kentuck Elementary School. Due to this cluster of schools at the intersection of
SR726/729, there is a significant traffic problem at this intersection.
DISCUSSION:
The Board of Supervisors and the County Transportation Safety Committee have asked for upgrades to the
intersection of SR726/729 for a number of years. 1'he Virginia Department of Transportation (VDOT) now
has it incorporated this into the 6-Year Plan and has awarded engineering design and right-of-way work, and
are prepared to begin construction upgrades to this intersection.
RECOMMENDATION:
Staff recommends the Board of Supervisors approve the resolution authorizing VDOT to upgrade the
intersection of SR726/729,
P13
PITTSYLVANIA COUNTY BOARD OF SUPERVISORS
RESOLUTION
2011-10-03
VIRGINIA: At the adjourned meeting of the Pittsylvania County Board of Supervisors held in the
General District Courtroom of the Edwin R. Shields Courthouse Addition in Chatham, Virginia on
Tuesday October 18, 2011, the following resolution was presented and adopted:
WHEREAS, there has been significant traffic problems at the intersection of State Route 726
and State Route 729 due to the clustering of three (3) of Pittsylvania County's schools; and
WHEREAS, there are commercial facilities at all corners of this intersection requiring
additional turning movements and traffic congestion; and
WHEREAS, there have been a number of accidents over the years at this intersection due to the
heavy amount of traffic; and
WHEREAS, the Pittsylvania County Transportation Safety Boazd has recommended the
improvements to this intersection for safety purposes; then
BE IT HEREBY RESOLVED, that the Pittsylvania County Board of Supervisors respectfully
request the Virginia Department of Transportation to make necessary alignment and safety
improvements to the intersection of State Route 72b and State Route 729 as well as the commercial
entrances to the businesses incorporated into that intersection project modifications; and
BE IT FURTHER RESOLVED, that a copy of this Resolution be forward to the Lynchburg
District Office for the Virginia Department of Transportation.
Given under my hand this 18`h day of October, 2011.
Tim R. Barber, Chairman
Pittsylvania County Board of Supervisors
William D. Sleeper, Clerk
Pittsylvania County Board of Supervisors
P14
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P15
PUBLIC HEARING
P16
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE: AGENDA DATE: ITEM NUMBER:
]0-18-2011 7
Public Hearing -Proposed Amendments to Chapter 31,
Pittsylvania County Code-Sectional-3.1(b)(8)-Service ACTION: INFORMATION:
Fee for Emergency Ambulance Transport -Definitions Yes
and Subsection 31-3.3(g) Billing- Definition of
Immediate Family CONSENT AGENDA:
ACTION: INFORMATION:
SUBJECT/PROPOSAL/REOUEST:
Amendments to County Ordinance ATTACHMENTS:
Yes
STAFF CONTACT(Sl: I
REVIEWED BY: ~~
William D. Sleeper
BACKGROUND:
The Pittsylvania County Board of Supervisors adopted amendments to Chapter 31 of the Pittsylvania County Code
to establish service fees for ambulance transportation in Pittsylvania County.
DISCUSSION:
The amended ordinance for Chapter 31 authorized an Emergency Medical Advisory Committee (EMAC) to be
established and set up the required pricing and guidelines for ambulance billing in Pittsylvania County. As a
recommendation from the EMAC, it was advised that the Board of Supervisors amend Chapter 31-3.1 (b)(8)-
Service Fee for Emergency Ambulance Transport-Definitions; and remove the definition ofImmediate Family. In
addition, this will affect Subsection 31-3.3(g) Billing; which will also be eliminated.
RECOMMENDATION:
Following the required public hearing, Staff recommends the Board of Supervisors amend Chapter 31 as
recommended by the EMAC, eliminating the Immediate Family Member definition and references.
P17
PUBLIC HEARING NOTICE
The Pittsylvania County Board of Supervisors will hold a public hearing at 7:00 p.m. on
Tuesday, October 18, 2011 in the General District Courtroom of the Edwin R. Shields
Courthouse Addition in Chatham, Virginia to receive citizen input on proposed
amendments to the Pittsylvania County Code Chapter 31 -Fire Prevention; Sec. 31-
3.1(b)(8) Service Fee for Emergency Ambulance Transport-Definitions and Subsection
31-3.3(g)-Billing. The definition of "Immediate Family Member" is being removed from
the ordinance. A full text of the proposed amended changes are available in the Office of
the County Administrator, 21 North Main Street, Chatham, Virginia, Monday through
Friday between the hours of 8:00 a. m. and 5:00 p. m. as well as on the County's website
at www.pittgov.org
P18
Star-Tribune News
®ctober 5, 2011
PUBLIC HEARING NOTICE
', The Pittsylvania County Board of Supervisors will hold
a public hearing at 7:00 p.m. on Tuesday, October 18,
2011 in the General District Courtroom of the Edwin
R. Shields Courthouse Addition in Chatham,Virginia to
receive citizen input on proposed amendments to the
Pittsylvania County Code Chapter 31 -Fire Prevention;
i Sec.31-3.1(b)(8)ServiceFee forEmergencyAmbulance
i Transport-Definitions and Subsection 31-3.3(g)-
Billing.The definition of "Immediate Family Member'
~ is being removed from the ordinance. A full text of the
proposed amended changes are available in the Office
~I of the County Administrator, 21 North Main Street,
Chatham, Virginia, Monday through Friday between
the hours of 8:00 a. m. and 5:00 p. m. as well as on the
County's website at www.pittgov.org
P19
Star-Tribune News
September 28, 2011
PUBLIC HEARING NOTICE
The Pittsy{vania County Board of Supervisors will hold
a public hearing at 7:00 p.m. on Tuesday, October 18,
2011 in the General District Courtroom of the Edwin
R. Shields Courthouse Addition in Chatham,Virginia to
receive citizen input on proposed amendments to the
Pittsylvania County Code Chapter 31 -Fire Prevention;
Sec.31-3.1(b)(8) Service Fee for Emergency Ambulance
Transport-Definitions and Subsection 31-3.3(g)-
Billing.The definition of "Immediate Family Member"
is being removed from the ordinance. A full text of the
proposed amended changes are available in the Office
of the County Administrator, 21 North Main Street,
Chatham, Virginia, Monday through Friday between
the hours of 8:00 a. m. and 5:00 p. m. as well as on the
County's website at www.pittgov.org
P20
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
Request for Public Hearing -Proposed Amendments
to Chapter 31, Pittsylvania County Code
SUBJECT/PROPOSAL/REOUEST:
R
Request for Public Hearing
STAFF CONTACT(S):
William D. Sleeper
AGENDA DATE:
09-20-2011
ACTION:
Yes
CONSENT AGENDA:
ACTION:
ATTACHMENTS:
Yes
REVIEWED BY:
ITEM NUMBER:
4(b)
INFORMATION:
INFORMATION:
n
BACKGROUND:
The Emergency Medical Advisory Council (EMAC) met on Tuesday, September 13, 2011 and proposed a change
in the Pittsylvania County ordinance for Chapter 31 in reference to Section 31-3.1; Subsection lb-8; Change in
Definition.
DISCUSSION:
Definition of Immediate Family Members is being removed from the ordinance since it was originally established
for and in relationship to a subscription fee that is not in the final ordinance; notwithstanding, Subsection 3-Billing,
Subsection G.
RECOMMENDATION:
Staff recommends the Board of Supervisors discuss the public hearing request and the definition removal as well as
Subsection 3g of Section 31-3.1 of the Pittsylvania County Code.
P21
PROPOSED
CHAPTER 31
Fire Prevention/Bmergency Ambulance Service
SEC. 31-1. FIRE PREVENTION CODE
PURSUANT TO CHAPTER 9 OF TITLE 27, CODE OF VIRGINIA, 1950, AN ORDINANCE
AUTHORIZING THE FIRE MARSHAL DEPARTMENT TO ENFORCE THE PROVISIONS
OF "THE STATEWIDE FIRE PREVENTION CODE"
This ordinance may be known and referred to as the Pittsylvania County Fire Prevention Code.
SEC. 31-1.1 OFFICIAL ACTION.
NOW THEREFORE BE IT ORDAINED, by the Boazd of Supervisors of Pittsylvania County, the
Fire Marshal Department is hereby designated to act as the enforcing agency for the enforcement
of "The Statewide Fire Prevention Code" duly adopted by the Virginia Board of Housing and
Community Development under authority of 27-97, Code of Virginia, 1950, as amended.
SEC. 31-1.2 ENFORCEMENT.
The enforcement procedures of "The Statewide Fire Prevention Code" shall be instituted by the
fire official and administered in accordance with the provisions set forth in the "Statewide Fire
Prevention Code" and Section Four.
SEC. 31-1.3 APPEALS.
The Pittsylvania County Building Boazd of Appeals is hereby designated as the appeals board to
heaz appeals azising from the application of the provisions of "The Statewide Fire Prevention
Code."
SEC. 31-1.4 ADMINISTRATIVE PRACTICES.
The fire official shall establish such procedures or requirements as may be necessary for
administration and enforcement of this ordinance. The procedures aze to be approved by the Board
of Supervisors.
SEC. 31-1.5 EFFECTIVE DATE
This ordinance shall become effective at 12:01 A. M., following the date of its adoption.
Adopted: January 17.1989
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SEC. 31-2. OFFICIALLY RECOGNIZED VOLUNTEER FIRE DEPARTMENTS IN THE
COUNTY.
A. Be it hereby ordained by the Board of Supervisors of Pittsylvania County that the
Pittsylvania County Code of 1975 be amended to include a Subsection 31.2, entitled
"OFFICIALLY RECOGNIZED VOLUNTEER FIRE DEPARTMENTS IN THE
COUNTY."
B. Pursuant to the authority of Section 27.14 of the Code of Virginia, 1950, as amended, the
Board of Supervisors of Pittsylvania County recognizes the following Volunteer Fire
Departments as Official Volunteer Fire Departments servicing the County:
1. Bachelors ball Volunteer Fire Department.
2. Blairs Volunteer Fire Department.
3. Brosville Community Volunteer Fire Department.
4. Callands Volunteer Fire Department.
5. Chatham Volunteer Fire Department.
6. Climax Volunteer Fire Department.
7. Cool Branch Volunteer Fire Company, Incorporated.
8. Gretna Volunteer Fire Department.
9. Hurt Volunteer Fire Department.
]0. Laurel Grove Volunteer Fire Department.
11. Mt. Cross Volunteer Fire Department.
12. Mt. Hermon Volunteer Fire Department.
13. Renan Volunteer Fire Department.
14. Riceville-Java Volunteer Fire Department.
15. Ringgold Volunteer Fire Department and Rescue Squad.
16. Smith Mountain Lake Marina Volunteer Fire Department.
17. Tmistall Volunteer Fire Department.
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18. River Bend Volunteer Fire Department.
19. Dry Fork Volunteer Fire Department (B.S.M. 11/21/95)
20. Cascade Volunteer Fire Department (B.S.M. 4-18-00)
21. Keeling Volunteer Fire Department (B.S.M. 9-5-00)
22. Kentuck Volunteer Fire Department (B.S.M. 9-5-00)
C. These departments will be eligible for expenditure reimbursements based on the policies
and guidelines as may from time to time be established, amended or rescinded by the
Boazd of Supervisors, and included in the annual budget.
D. These departments will be recognized individually and the County will contribute a local
match in operating funds to each recognized department dollar for dollar not to exceed
fifreen hundred ($1,500) for each department, subject to actual, annual or more frequent
appropriations as may be approved by the Board of Supervisors. Nothing herein contained
shall be deemed a continuing obligation or commitment nor does the Boazd of Supervisors
have or maintain any involvement with the operation, ownership or management of any
such fire department on said list or hereafter recognized. Provided further that if any such
fire department shall fail to maintain its corporate status of otherwise fail to comply with
any regulations, guidelines or policies of the Boazd of Supervisors or for other good cause
the Boazd shall deem sufficient, the name may be stricken from the approved list by a
majority vote of the Board of Supervisors.
(B.S.M. 9-7-82)
SEC. 31-2a. OFFICIALLY RECOGNIZED VOLUNTEER RESCUE SOUADS
OPERATING WITHIN THE COUNTY.
A. Be it ordained by the Board of Supervisors of Pittsylvania County that the Pittsylvania
Gounty Code of 1975 be amended to include a subsection 31.2 (a) entitled "Officially
Recognized Volunteer Rescue Squads Operating within the County."
B. There shall be hereby authorized the following rescue squads operating within the
jurisdictional boundazies of Pittsylvania County serving the areas approved in their State
Charter.
C. The Boazd of Supervisors may fund, annually, or from time to time, contributions to assist
these rescue squads to provide emergency medical service to the County.
l . Danville Life Saving and First Aid Crew.
?. Chatham Rescue Squad, Incorporated.
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3. Gretna Rescue Squad,lncorporated.
4. Route 640 Rescue Squad.
5. Altavista Life Saving Crew, Incorporated.
6. 50% Service Area, Hurt Rescue Squad.
7. Coo] Branch Volunteer Rescue Squad.
8. Laurel Grove Fire & Rescue Service (B.S.M. 2-3-92)
9. Blairs Volunteer Fire & Rescue Squad (B.S.M. 1-18-OS)
] 0. Brosville Volunteer Fire & Rescue Squad (B.S.M. 1-18-OS)
11. Callands Volunteer Fire & Rescue Squad (B.S.M. 1-18-OS)
12. Mt. Cross Volunteer Fire & Rescue Squad (B.S.M. 1-18-OS)
13. Mt. Hermon Volunteer Fire & Rescue Squad (B.S.M. 1-18-OS)
14. Ringgold Volunteer Fire & Rescue Squad (B.S.M. 1-18-OS)
15. Tunstall Volunteer Fire & Rescue Squad (B.S.M. 1-18-OS)
16. Cascade Volunteer Fire & Rescue (B.S.M. 5-20-08)
This ordinance shall become effective immediately upon its passage.
SEC. 31-3. JUNIOR FIRE FIGHTER PROGRAM.
Be it ordained by the Board of Supervisors of Pittsylvania County that the Pittsylvania County
Code of 1975, be amended to include a subsection 31.3 entitled "Junior Fire Fighter Program."
A. Pursuant to the authority granted by Section 40.1-79.1, Code of Virginia, 1950, as
amended, as the same may be from time to time amended hereafter, the County of
Pittsylvania, Virginia does hereby authorize any minor child, sixteen (16) years of age or
older, with pazental or legal guardian approval, to work with or participate fully in all
activities of a Volunteer Fire Company or Department, officially recognized by this
chapter, provided such minor has obtained certification under National Fire Protection
Association 1001, Level 1, firefighter standards, as administered by the Virginia
Department of Fire Programs.
P25
B. Any trainer or instructor of such minor or any member of a paid or Volunteer Fire
Company or Department recognized in this chapter who supervises such minor shall be
exetnpt from the provisions of Section 40.1-103, Code of Virginia, 1950, as amended, as
the same may from time to time be amended hereafter, provided the Volunteer Fire
Company or Department or the governing body of Pittsylvania County, Virginia has
purchased insurance which provides coverage for injuries to or the death of such minor in
the performance of activities under this section.
C. It is hereby further ordained that the registered Volunteer Fire Department with whom
such minor shall participate in ftrefighter activities shall abide by all Virginia Department
of Fire Programs policies for all junior firefighters including:
The junior firefighter shall reside in Pittsylvania County, Virginia, and evidence of
such residency shall be provided by the junior firefighter and reviewed by a
representative of the recognized volunteer fire department.
2. The junior firefighter shall present an original letter signed by his/her parent or
legal guardian evidencing the parent or legal guardian's consent that the junior
5refighter participate in activities under this section.
3, The junior firefighter shall have a copy of the current liability insurance policy for
junior firefighters.
D. Compliance with this Subsection C shall not be required for the trainer, instructor or
member of a recognized fire department to be exempt from the provisions of Section 40.1-
103 of the Code of Virginia, 1950, as provided for in Subsection B of this ordinance.
(B.S.M. 4-4-OS)
SEC. 3I-3.I SERVICE FEE FOR EMERGENCYAMBULANCE TRANSPORT.
1. Service Fee for Emergency Ambulance Transport Program
a. Pursuant to VA Code 32.1-111.14, as amended, it is hereby determined and
declazed that the exercise of the powers and duties set forth herein are necessary to
assure the provision of adequate and continuing emergency services and to
preserve, protect and promote the public health, safety and general welfare.
b. Definitions:
I. Permitted Agencies: Those emergency medical service Transport agencies
authorized to provide emergency medical services, basic life support and/or
advanced life support who are officially recognized in Section 16-2(a), Code of
Pittsylvania County.
2. Participating Agencies: Those emergency medical service transport agencies
who provide. basic life support and/or advanced life support recognized as
P26
Permitted Agencies in Section 16-2(a), Code of Pittsylvania County and who
have entered into a Memorandum of Understanding and have been approved to
participate in the Service Fee for Emergency Ambulance Transport Program
pursuant to this ordinance.
3. Emergency Medical Transport S}~stem: All components of Emergency Medical
Transportation available within Pittsylvania County.
4. Basic Life Support (BLS): Services shall be medical treatment or procedures
provided to a patient as defined by the National Emergency Medical Services
(EMS) Educational and Practices Blueprint for the Emergency Medical
Technician (EMT)-Basic.
5. Advanced Life Support Level 1 (ALS-l): Services shall be medical treatment
or procedures provided to a patient beyond the scope of an EMT-Basic as
defined by the National EMS Education and Practice Blueprint.
6. Advanced Life Support Leve12 (ALS-2):Services shall be defined as advanced
Life support (ALS) services provided to a patient including any of the
following medical procedures: (i) manual defibrillation/cazdioversion, (ii)
endotrachael intubation, (iii) intra-venous line, (iv) cardiac pacing, (v) chest
decompression, (vi) surgical airway or (vii) intraosseous line, and the
administration of three (3) or more medications.
7. Ground transport mileage (GTM): Shall be statute mile from the Location of
the incident, scene, or center point of a rescue demand zone where an incident
scene or address is located, to a hospital or other facility where a patient is
transported.
c. The schedule of rates for emergency ambulance transport services by Permitted
Agencies shall be set in accordance with a schedule adopted by resolution by the
Fire/Rescue Emergency Medical Services Advisory Committee from time to time.
d. The Fire/Rescue Emergency Medical Service Advisory Committee shall adopt
appropriate rules and policies for the administration of the charges imposed by this
section, including and not limited to payment standards for those persons who
demonstrate economic hardship, as established by this ordinance.
2. Fire/Rescue Emergency 1v4edical Service Advisory Committee (EMAC)
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a. The Board of Supervisors do hereby establish the Fire/Rescue Emergency Medical
Service Advisory Board, hereafrer referred to as EMAC.
b. Participating agencies will participate in the County Emergency Medical Revenue
Recovery System created by this ordinance to be administered by EMAC.
c. EMAC will consist of Five (5) representatives selected from those Participating
Agencies, One (1) representative who is an Officer of the Pittsylvania County Fire
and Rescue Association, One (1) representative who is a member of local
government appointed by the Boazd of Supervisors, and Two (2) representatives
who are ex-officio members representing the local medical community and the
emergency communications system, respectively. Each representative shall be
entitled to an equal vote to determine matters of policy of EMAC.
The five representatives from the Participating Agencies shall be elected by the
Emergency Medical Services Transport Agencies who are members of the
Pittsylvania County Fire/Rescue Association. The Pittsylvania County Fire/Rescue
Association shall adopt written procedures for the election of the representatives to
EMAC to be approved by the Board of Supervisors by resolution.
The Pittsylvania County Fire and Rescue Association shall adopt a written
procedure for the appointment of the one officer of the Pittsylvania County Fire
and Rescue Association appointee to EMAC.
For the initial EMAC composition, the Pittsylvania County Fire and Rescue
Association shall make recommendations to the Board of Supervisors for the
appointment of the two members representing the local medical community and the
emergency communication system, and upon consideration thereof the Boazd of
Supervisors shall make these appointments to EMAC. Following the creation of
EMAC, EMAC shall thereafter make the recommendations to the Boazd of
Supervisors for the two members representing the local medical community and
the emergency communication systems, respectively, and the Boazd of Supervisors
shall make those appointments to EMAC following consideration of the
recommendation.
d. EMAC shall adopt such bi-laws and rules of procedures, as it deems appropriate to
govern the conduct of its business.
3. Billing
a. EMAC shall determine the appropriate fees to be chazged by the Permitted
Agencies for emergency medical transport services, including but not limited to
BLS, ALS-1, ALS-2, and GTM. EMAC shall give reasonable notice to the public
of its intention to adopt and/or modify a fee schedule, and shall cause publication
of an}' fec schedule or modification thereof such that is reasonably available to the
public. Non-participating Permitted Agencies are not required to charge for
P28
services, but if charges are made, said charges must be consistent with the fee
schedule adopted by EMAC and the Ability to Pay Program.
b. EMAC shall generate a bill for ambulance transports and service performed by all
ambulances operated by any Participating Agency.
i. All revenues generated by Participating Agencies will be placed in a designated
fund within the County Treasury. Revenues in that designated fund will be used
only to support and improve the emergency medical services delivery system in
Pittsylvania County.
ii. Revenues generated by Participating Agencies ate non-supplanting. The Board
of Supervisors agrees that it is morally obligated to continue to provide no less
than their current level of financial support to the Participating Agencies and
the overall Emergency Medical Transport System so long as the agencies
continue to provide their regular emergency medical services in the County.
The distribution by EMAC of any audited, un-obligated funds from the fee-for-
service program to the Participating Agencies is in addition to their regular
support and in recognition of their participation in the program.
iii. EMAC will distribute on an annual basic to the respective Participating
Agencies a percentage of the audited, un-obligated revenues generated by the
fee-for-service program. These funds will be prorated based on the number of
calls for service answered by the Participating Agencies and will be used to
recruit and retain qualified volunteer EMS responders. An additional
percentage of revenues generated by the program will be used to support a
paid, staffed, back-up system that will provide 24-hour transpoNALS coverage
for unanswered calls. Any remaining revenue will be placed in Capital
Improvement Fund to be used to enhance the County's overall Emergency
Medical Transport System. These distributions, when combined with other
regular County financial support will not exceed the respective Participating
Agency's cost to provide emergency medical services in Pittsylvania County.
The respective distributions shall be made by EMAC based upon its
determination of the best interests of the overall Emergency Medical Transport
System.
iv. Permitted Agencies may ask EMAC to charge afee-for-service in their primary
response area in adjoining localities.
c. Payment of all charges for ambulance services, including evaluation, treatment or
ambulance transport, shall be the responsibility of the patient or the parent,
guardian, or other legally responsible party in the case of a minor or an individual
deemed incompetent.
d. Pernitted Agencies vfio wish to participate in and receive revenue under the
Service Fee for Emergency Ambulance Transport Program must sign a
P29
memorandum of agreement accepting the guidelines set forth in the Ordinance.
Only participating agencies shall have access to revenue generated or benefits from
billing by Participating Agencies and administered by EMAC.
e. Permitted Agencies who may wish to participate pursuant to this Ordinance at
some future time shall be allowed to do so only after submitting a written request
to EMAC. The request will be submitted during the yearly enrollment period from
July 15~ to December 3151. Agencies requesting to participate will receive no
retroactive funding but will receive a distribution based on number of calls
answered between the date of enrollment and the close of the fiscal year.
£ Participating Agencies who wish to end their participation under the Service Fee
for Emergency Ambulance Transport may do so no less than two years from their
initial enrollment and will be required to notify EMAC ninety (90) days prior to
termination. Agencies that cease to provide transport service or cease to be licensed
as an EMS transporting agency by the State of Virginia Office of Emergency
Medical Services will be removed from the list of Participating Agencies. Any
equipment purchased with funds generated from the revenue recovery program, for
agencies terminating their participation in the fee-for-service program, will remain
with the agency.
ieaid:
h. Egtipment purchased with funds generated by funds generated pursuant to the
billing procedures authorized by this ordinance shall be titled in the name of the
agency for which they are purchased.
Billing Process
a. Patients will fall into one of the following categories for billing purposes:
Insured through third-party health insurance company, Medicaze, Medicaid.
The appropriate health insurance carrier will be billed. Any applicable co-
payments, co-insurance, deductibles, or other similar payments, will be
billed to the patient, except as provided for herein.
No third party source of payment. If there is no third party source of
payment, a bill is to be sent to the patient transported. If the individual has
the financial ability to pay, then payment of the outstanding charges are
required, except as otherwise provided for herein. if the patient can
demonstrate a financial hardship and qualifies for reduced payments
P30
pursuant to section 6 then the patient shall be eligible for a reduction or
waiver of the amount of the chazges due.
5. Billing Contractor
a. EMAC may contract with athird-party for billing and related services.
6. Ability to Pay Program
a. When any patient is billed for a transport or copayment pursuant to this Ordinance
and because of limited financial resources or assets, a procedure shall be
established by EMAC for such patient to apply for a reduction or waiver in the
chazge due.
b. EMAC shall establish an ability to pay scale and eligibility criteria for individuals
who can demonstrate financial hardship. EMAC shall give reasonable notice to the
public of its intention to adopt and/or modify an Ability to Pay Program or criteria
for reduced fees or waiver of fees and shall cause publication of any reduced or
waived fee criteria such that it is reasonably available to the public.
c. The Ability to Pay Program shall establish an equitable fee policy for those
situations where the patient is unable to meet the ambulance transport chazge
because of demonstrated fmancial hazdship.
d. A patient representing that there exists a financial hazdship will submit information
sufficient to determine such hardship. If it is determined that payment of the
emergency ambulance transport charges creates a financial hazdship, charges due
may be reduced or waived according to the scale.
7. Collections
a. Billing and collection policies and services will be established by EMAC. No
participating agency will accept or receive payment for services rendered to a patient.
Adopted by the Board of Supervisors on January 19, 2010.
P31
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE: AGENDA DATE: ITEM NUMBER:
10-18-2011 8
Public Hearing -Proposed Amendments to Chapter 5;
Cemeteries-New Chapel Church in Gretna, Virginia ACTION:
Yes
SUBJECT/PROPOSAL/REOUEST:
Amendment for Cemetery CONSENT AGENDA:
ACTION:
STAFF CONTACT(S):
j ATTACHMENTS:
William D. Sleeper Yes
REVIEWED BY:
BACKGROUND:
INFORMATION:
INFORMATION: ',
The New Chapel Church in Gretna, Virginia, has requested the Board of Supervisors to hold a public hearing to
determine if they can locate a cemetery on a 1-acre tract off of SR 763, Weatherford Road, in the Staunton River
District.
DISCUSSION:
Attached hereto you will a copy of a map showing the location of approximately 1-acre to be utilized as a cemetery
for the New Chapel Church in Gretna, Virginia. This location is on SR 763, Weatherford Road, in the Staunton
River District of Pittsylvania County. The proposed cemetery site meets the criteria for §57-26 of the Code of
Virginia, 1950, as amended, in relation to the location of cemeteries on private property.
RECOMMENDATION:
Staff recommends the Board of Supervisors approve the 1-acre cemetery for the New Chapel Church on SR 763,
Weatherford Road, following the required public hearing, noting that it does meet the required set-back criteria
in§57-26 of the Code of Virginia, 1950, as amended, and further, that the Board of Supervisors consider the New
Chapel Church paying the cost of advertising for a second public hearing for the location of a cemetery for their
church.
P32
PUBLIC HEARING NOTICE
The Pittsylvania County Board of Supervisors will hold a public hearing on Tuesday, October
18, 2011, in the General District Courthouse of the Edwin R. Shields Courthouse Addition in
Chatham, Virginia to receive citizen input on a proposed amendment to the Pittsylvania County
Code, Chapter 5-Cemeteries, to add an approximated 1-acre tract of land to be used as a
cemetery for the New Chapel Church in Gretna, Virginia. This proposed cemetery will be
located off of Weatherford Road/State Road 763 in the Staunton River District. A full text of
this proposed amendment is on display for public viewing in the County Administrator's office
at 21 North Main Street, Chatham, Virginia Monday -Friday between the hours of 8:OOa.m and
S:OOp.m.
P33
Star-rTr~bune News
®ctober 12, 2011
PUELIC HEARING NOTICE
d.
-.The Pittsylvania County Board of Supervisors will hold a i
public hearing on Tuesday, October 18, 2011, in the General
District Courthouse of the Edwin R. Shields Courthouse Ad- ~ !,
dition in Chatham, Virginia to receive,citizen input on a pro- ~ ',
posed amendment to the Pittsylvania County Code, Chapter
5-Cemeteries, to add an approximated 1-acre tract of land to d
be used as a cemetery for the New Chapel Church in Gretna, '
'Virginia. This proposed cemetery will be located off of Weath- ;
erford RoadlState Road 763 in the Staunton River District. A
full text of this proposed amendment is on display for public i
viewing in the County Administrator's office at 21 North Main
Sfreet, Chatham, Virginia Monday- Friday between the hours
of 8:OOa.m and 5:OOp.m.
a
P34
Star-Tribune News
October 5, 2011
PUBLIC HEARING NOTICE
The Pittsylvania County Board of Supervisors will hold a
public hearing on Tuesday, October 18, 2011, in the General
District Courthouse of the Edwin R. Shields Courthouse Ad-
dition in Chatham, Virginia to receive citizen input on apro-
`posed amendment to the Pittsylvania County Code, Chapter
5-Cemeteries, to add an approximated 1-acre tract of land to
be used as a cemetery for the New Chapel Church in Gretha,
Virginia. This proposed cemetery will be located off of Weath-
erford RoadlState Road 763 in the Staunton River District. A
full text of this proposed amendment is on display for public
viewing in the County Administrator's office at 21 North Main
Street, Chatham, Virginia Monday- Friday between the hours
of B:OOa.m and S:OOp.m.
P35
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA T[TLE:
Request for Public Hearing -Chapter 5 of the
Pittsylvania County Code; Cemeteries
AGENDA DATE:
10-03-2011
ITEM NUMBER:
lz
SUBJECT/PROPOSAL/REQUEST:
' Public Hearing
STAFF CONTACT(S):
William D. Sleeper
ACTION:
Yes
CONSENT AGENDA:
ACTION:
ATTACHMENTS:
Yes
REVIEWED BY:
INFORMATION:
INFORMATION:
BACKGROUND:
The Pittsylvania County Board of Supervisors has held one public hearing for the New Chapel Church in Gretna,
Virginia, for the placement of a cemetery for their church. However; due to complications the property was not
closed on.
DISCUSSION:
Attached hereto, you will find a new site being proposed for public hearing on SR 763/Weatherford Road, in the
Staunton River District of Pittsylvania County. The proposed cemetery site encompasses approximately 1 acre.
This property meets the criteria established in §57-26 of the Code of Virginia, 1950, as amended, in relation to the
location of cemeteries on private property.
RECOMMENDATION:
Staff recommends the Board of Supervisors set a public hearing for "1'ucsday, October 18, 2011 at 7:OOpm in the
General District Courtroom of the Edwin R. Shields Courthouse Addition and authorize the County Administrator
to place the required public hearing notice. 7'he Board of Supervisors could request the New Chapel Church to pay
the cost of the advertisement as this is the second advertisement for their cemetery approval.
--P36
§ 5?-24.1 CODE OF VIRGINIA § 57-26
Application of fee scbedulee to burial
plots. - Because the purchaser's burial space
was an easement created prior to the church's
fee schedule, the fee schedule did not apply to
CniCUIT COURT OPII3ION9
the purchaser, as a result, the church had no
duty to maintain or rare for the apace. Jordan v.
Little Ark Baptist Church, 56 Va. Cir. 345, 2001
Va. Cir. LEXIS 468 (I{ing George County 2001).
$ 57.24.1. Trustee for purpose of suit. - In the case of any private or
family graveyard, where no trustees have been designated, and it appears that
the interest of justice maybe served by the appointment of a trustee or trustees
for the purpose of suing or being sued, on the petition of any interested party,
the court of record wherein deeds are recorded of the county or city in which
such cemetery is located, may appoint a trustee or trustees for the purpose of
suing or being sued. The petitioner shall bear the expense of such proceedings,
provided that in the event a recovery is effected on behalf of such trustee or
trustees, costs shall be taxed as provided by law. (1970, c. 94.)
$ 57-26. Condemnation of land for cemeteries. - If it is desired at any
time to establish a cemetery foz the use of a city, town, county or magisterial
district, or to enlarge any such cemetery already established, and the title to
land needed cannot be otherwise acquired, land sufficient for the purpose may
be condemned. Application for the condemnation shall be made by the
governing body of the city or town, the attorney for the Commonwealth of the ~,
county, or any ten citizens of the magisterial district, as the case maybe, to the
circuit court of the rnunty or city in which the land lies, and the proceedings t
shall be according to the provisions of Title 25.1 for condemnation of land
thereunder, so far as they, can be applied to the case, The title toganydaad
acquired under the proceedings, if for the enlargement of an existing. cemetery; ;,
shall veal in the county, city or town, or in the trustees of such cemetery, as,r
appropriate; and if for the eatabliehment of a new cemetery, the title shall vest,;
in the county, city or town, or in the trustees to be appointed under § 5?-23, asp;
appropriate. The land shall be held as provided by § 57-22. (Code 1919, § 53;
1997, c. 132.) „
cAHE NoTEs
`Establieb" sad `enlarge" are sot used
interchangeably. -The language of Chia eec-
lion completely demonstrates that the legisla-
ture did not intend the worde~"establish" and
°enlarge' to be used interchangeably, but that
the use of one excluded any idea that it em-
braced ar meant the other. 16mple ¢ City of
Petersburg, 182 Va, 418, 29 S.E2d 357 (19441:
§ 67-28. 13estrictlons as to location of cemoteries and as to quanti
of land. - (1) Restrictions as to locatiorz. - No cemetery shall be hereaf
established within a county or the corporate limits of any city or town, unl~
authorized by appropriate ordinance subject to any zoning ordinance di
adopted by the governing body of such county, city or town; provided tl
authorization by county ordinance shall not be required for interment of.l
dead in any churchyard or for interment of members of a family on privy
property; nor shall any cemetery be established within 260 yards of s
residence wlthout the consent of the owner of the legal and equitable title
the residence; provided that subject to the foregoing if the location for 1
pproposed cemetery is separated from any residence by a state highway, it n
be established upon such location without the consent of the owner of st
residence if it be not less than 260' from the residence at its nearest pe
theceto; provided such prohibition and restriction shall not apply where i
tract of land intended for use as a cemetery is separated from any residence
a state highway and now contains a public or pnvate burial ground and is ~
998
P37
§ 57-27 RELIGIOUS AND CI4ARITABLE MATTERS; CEMETERIES § 57-27
within the corporate limits of any city or town; and no cemetery shall be
hereafter established, and no burial made in any part of any cemetery, other
.than a municipal or city cemetery, located within 300 yards of any property
owned by any city, town or water company, upon which or a portion of which
are now located driven wells from which water is pumped or drawn from the
ground in connection with the public water supply.
(2) Qaantity o/land. -Nothing contained in §§ 57-22 to 57-25 shall be so
construed as to authorize a conveyance of more than 300 acres or the
condemnation of mote than 2 acres of land for the use of a cemetery.
(3) Action ror damages. -When damage is done to adjacent land by the
establishment of such cemetery, whether established by purchase or condem-
nation, the owners whose lands have been damaged shall have a right to action
for such damage against any person, firm, corporation, or municipality,
establishing the cemetery; provided such action be instituted within one year
from such establishment.
(4) Exceptions. -The prohibitions and restrictions as to the location or
establishment of cemeteries shall not apply to the town of Stuart, in Patrick
':County, to the town of Gretna, in Pittsylvania County, to the town of
Shenandoah in Page County, or to the Woodbine Cemetery in the cjty of
Harrisonburg, Rockingham County. And if the location for the proposed
cemetery be in Norfolk County it may be established on such location if consent
thereto be given by the owners of every residence within 250' thereof at its
nearest point to any such residence, or if the location for the proposed cemetery
is separated from any such residence by a state highway it may be established
upon such location without the consent of the owner of such residence if it be
not less than 150' from the residence at its nearest point thereto. (Code 1919,
§ 56; 1926, p. 866; 1934, p. 13; 1942, p. 102; 1944, p. 462; 1948, p. 492; 1952,
'c. 108; 1954, c. 10; 1960, c. 161; 1994, c. 229:)
itor's note. - AMa 1994, c. 229, d. 2, lions (1) through (4) as subsections A through
dad that the amendment to this section by D; end added language at the endbf subsection
1994, c. 229, cl. 1, would expire on July 1, (2). The section above is set out ea it read prior
The amendment redesignated aubsec- to the 1994 amendment.
CASE NOTES
Purpose and scope.-This section seeks to
ntect two objects, namely residences and
nd. Lambert v. City of Norfolk, 108 Va. 259,
. S.E. 776 (1908).
A cemetery may not be established in a
ty or town, but it may be added to or
Clanged without running counter to the inhi-
Lion found in the section. Temple v. City of
:tereburg, 162 Va. 418, 29 S.E.2d 357 (1944).
To enlarge or add to a cemetery ie not to
deblieh one within the meaning oC this sec-
m. Temple v. City of Petereburg, 182 Va. 418,
1 S.E.2d 357 (1944).
Provision affecting residences dcea not
date to action of adjacent owner. -The
'ovision in the statute that no cemetery shall
~ a9tabliahed within 250 yards of a residence
Facts residences a)one find hen nothing to do
with the right of action given to an adjacent
landowner for damage done thereby. Lambert v.
City of Norfolk, 108 Va. 259, 61 S.E. 776 (1908).
Meaning of word "damaged."-The word
"damaged" in this section is used in the same
sense that it is in former § 58 of the Constitu-
tion. It means damage done to the corpus of the
property, or to some right er{joyed in Connection
therewith. The mere faM that private property
is rendered less desirable for some purposes, or
that the eatabliehment of a cemetery will offend
the taste or feelings oC the adjacent owners, or
may aRect the sentiments of proepeMive pur-
chasers and thereby render the property less
desirable and even less salable, does sot consti-
tute damage within the meaning of the statute.
l,embert v. City of Norfolk, 106 Va. 259, 613.E.
776 (1908).
57-27. City of Richmond may prohibit burials in certain cemeter-
s. -The governing body of the City of Richmond may, by ordinance, prohibit
e burial of dead bodies in the cemeteries known as Ham's, Cedarwood,
999
P38
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P41
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA DATE:
AGENDA TITLE: 10-18-11
Expenditure Refunds-Motion made by Mr. Harville, ACTION:
seconded by Mr. Ingram and has now met the 10-day Yes
layover
SUBJECT/PROPOSAL/REOUEST:
Budget Amendment for expenditure refunds
STAFF CONTACT(S):
CONSENT AGENDA:
ITEM NUMBER:
9
INFORMATION:
ACTION: INFORMATION:
ATTACHMENTS:
Yes
REVIEWED BY:
(~
BACKGROUND:
DISCUSSION:
Attached is a list of expenditure refunds for the month of September, 2011 for review. As discussed earlier
with the Board, the simple routine of putting every refund back in the budget is extremely time consuming
and leaves room for errors. To stay in balance with the Treasurer, we need to reappropriate refunds into the
budget so the budget would increase with every expenditure refund.
RECOMMENDATION:
Staff recommends the reappropriation of funds as follows: $250.00 to Sheriff-Towing Charges (100-4-
031200-3170), $1,442.78 to Sheriff-Parts (1 00-4-03 1 200-603 0), $2,878.85 to Sheriff-Labor (1 00-4-03 1 200-
6031), $317.09 to Pire &Rescue-United Way (]00-4-032200-5667), $98.47 to Extradition (]00-4-033100-
5550), $30.00 to Animal Control-Donations (1 00-4-03 5 1 00-5 883), $250.00 to Ag Development-Office
Supplies (100-4-082500-6001), $15,585.57 to WIA-Rent (251-4-353160-5420), $761.00 to WIA-Other
Operating Supplies (251-4-353853-6014). MOTION MADE BY MR. HARVILLE, SECONDED BY MR.
INGRAM AND HAS NOW MET THE 10-DAY LAYOVER.
P42
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
AGENDA DATE:
10-03-11
ITEM NUMBER:
I1
Expenditure Refunds-Regurres a motion and a /0-dav ACTION:
lnvover Yes
SUBJ ECT/PROPOSAL(ItEOUEST:
Budget Amendment for expenditure refunds
STAFF CONTACT(S):
CONSENT AGENDA:
ACTION:
ATTACHMENTS:
Yes
REVIEWED BY:
INFORMATION:
1NFORMAT[ON:
BACKGROUND:
Attached is a list of expenditure refunds for the month of September, 2011 for review. As discussed earlier
with the Board, the simple routine of putting every refund back in the budget is extremely time consuming
and leaves room for ercors. To stay in balance with the 'treasurer, we need to reappropriate refunds into the
budget so the budget would increase with every expenditure refund.
RECOMMENDATION:
Staff recommends the reappropriation of funds as follows: $250.00 to Sheriff-Towing Charges (100-4-
031200-3170), $1,442.78 to Sheriff-Parts (100-4-031200-6030), $2,878.85 to Sheriff-Labor (100-4-031200-
6031), $317.09 to Fire &Rescue-United Way (100-4-032200-5667), $98.47 to Extradition (]00-4-033100-
5550), $30.00 to Animal Control-Donations (100-4-035100-5883), $250.00 to Ag Development-Office
Supplics (100-4-082500-6001), $15,585.57 to WIA-Rent (251-4-353160-5420), $761.00 to WIA-Other
Operating Supplies (251-4-353853-6014). THIS ITEM REQUIRES A MOTION AND A 10-DAY
LAYOVER.
_P43
PITTSYLVANIA C®UNTY
VIRGINIA
Finance Department
P.O. box 426
Chatham, Virginia 24531
MEMO T0: William D. Sleeper, County AdminisVator
FROM: Kim Van Der Hyde
Finance Director
SUBJECT: September Expenditure Refunds
DATE: September 30, 2011
Phone (434j 432-7740
Fax (434) 432-7746
Gretna/Hurt(434j 636-6211
Bachelors Hall/Whitmell (434) 797-9550
The list below shows all expenditure refunds that were sent to the Finance Department
during the month of September. I am recommending that all of the following expenditure
refunds be reappropriated by the Board of Supervisors:
100-4-031200-3170 Sheriff-Towing Charges 250.00
Insurance Reimbursement
100-4-031200-6030 Sheriff Parts 1,442.78
Insurance ReimbursementlRestitution
100-4-031200-6031 Sheriff-Labor 2,878.85
Insurance Reimbursement
100-4-032200-5667 Fire &Rescue-United Way 317.09
United Way Contribution
100-3-0000000-189912
100-4-033100-5550 Extradition 98.47
100-4-035100-5883 Animal Control-Donations 30.00
100-4-082500-6001 Ag Development-Office Supplies 250.00
Smoking Receptacles-Reimbursed by
Olde Dominion Ag Foundation
P44
251-4-353160-5420 WIA-Rent 15,585.57
Reimbursement
(251-3-000000-150201)
251-4-353853-6014 V1'IA-Other Operating Supplies 761.00
Overpayment
(251-3-000000-180301)
TOTAL SEPTEMBER EXPENDITURE REFUNDS $21,613.76
P45
NEW BiTSINESS
P46
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
AGENDA DATE:
10-18-20]]
ITEM NUMBER:
10
Recommendations from Finance Committee
SUBJECT/PROPOSAL/REOUEST:
ACTION:
Yes
INFORMATION:
Financial Documents
CONSENT AGENDA:
ACTION:
STAFF CONTACT(S):
William D. Sleeper
ATTACHMENTS:
No
REVIEWED BY:
BACKGROUND:
INFORMATION:
The Board of Supervisors has several financial items that will appear before the Finance Committee for discussion
concerning issues from appropriations to schools to support agreements for RIFA, debt service fund appropriation
and resolutions for bonds for the Pittsylvania County Landfill, as well as the contract for Davenport.
DISCUSSION:
(a) School Appropriation
(b) Danville-Pittsylvania Regional Industrial Facility Authority Support Agreement & Financial Documents
(c) Appropriation of Debt Service Reserve Fund
(d) Support Agreement between Pittsylvania County Boazd of Supervisors and the Virginia Resources Authority -
Landfill
(e) Resolution -Virginia Resources Authority Bonds -Landfill
(f) Proposal for Services -Davenport & Company
RECOMMENDATION:
Staff will bring the recommendation back fol lowing the Finance Committee meeting on Tuesday, October 18, 2011.
P47
a` place o
PITTSYLVANIA COUNTY SCHOOLS
~5 `~ P.O. Box 232.39 Bank Street S.E. • Chatham, Virginia 24531
4nA l\Vr~' /
September 14, 2011
Mr. W. Dan Sleeper
County Administrator
Pittsylvania County
P. 0. Box 426
Chatham, VA 24531
Deaz Mr. Sleeper:
Mr. James E. McDaniel
Division Superintendent
At the September 6, 2011, meeting of the Boazd of Supervisors Finance Committee, a discussion
ensued regarding the request to approve 2010-2011 end-of-yeaz fund balances to be carried over
to the 2011-2012 fiscal year. At issue was the amount of $841,144.70 (attachment A) being
requested to carry-over for the high school revitalization project. Members of the Finance
Committee had several questions and requested more specific information regazding the storage
buildings for Dan River High School, Gretna High School and Tunstall High School (attachment
B).
Additionally, you will recognize your letter dated May 9, 2011 (attachment C -approved budget
by category which includes $1,563,363 in the Facilities category), my letter dated May 10, 2011
(attachment D -detailed breakdown of facilities and professional services), and your letter dated
June 24, 2011 (attachment E -approved and appropriated $1,563,363 for facilities). I have
included for your perusal a letter from Attorney Genera] Kenneth Cuccinelli, II dated November
12, 2010 (attachment F). It states in part that "the Board ojSupervisors made an appropriation
to the School Board, and, therefore, did not have the authority to reduce an appropriation
previously made. " It goes on to say that "once funds are appropriated, however, the governing
body is without authority to reduce the appropriation without the consent of the school board "
The Pittsylvania County School Boazd must be afforded the opportunity to conduct its business.
In fact, Attorney General Cuccinelli writes in his November 12, 2010, opinion (attachment F)
that "once funds are appropriated to it, the school board has the authority to determine how
the funds will be spent `consistent with law and local appropriation. "' The Attorney General
also writes this in his December 8, 2010, opinion (attachment H). "A county's funding for a
county's schools is determined by the county board of supervisors. The board of supervisors
may make its appropriation for the schools as a lump sum, or it may appropriate the funds
based upon major classifications. Aboard of supervisors may not issue specific binding
instructions regarding how the appropriated funds are to be spent within those categories. Ij
the board of supervisors has appropriated funds based upon prescribed classifications, `the
school board may not transfer appropriated funds from one classification to another, but
within major classifications of appropriated funds it has discretion in deciding how the monies
will be spent. "'
Based on information included in your letter dated June 24, 2011 (attachment E), the School
Board has entered into a contract with Blair Construction for the high school revitalization
project. Pending any reason to modify our procedure, we will proceed as planned using the
following appropriated funds:
rC:
TELEPHONE NUMBERS: (434) 432-2761 • (434) 793-1624 (Danville) • (434) 656-6248 (Gretna) • FAX (434) 432.9560
P48
Mr. W. Dan Sleeper
September 14, 2011
Page 2
Aoorouriated Funds:
High school revitalization project funds in "Facilities" category $1,563,363.00
(CSA reimbursement, pre-paid expenses)
Projected balance in the high school bond construction project $ 381,000.00
(Must be spent on high school bond construction)
Balance in the middle school bond construction project $ 47,000.00
(Must be spent on middle schoolBrosvillebnnd construction)
Funds received from Pazks and Recreation use of facilities (2011-12) $ 40.000.00
$2,031,363.00
Listed below aze the funds available to cover the cost of the facilities projects:
Funds Available for Facilities Proiects:
High school revitalization project funds in "Facilities" category $1,563,363.00
(CSA reimbursement, pre-paid expenses)
Balance of CSA reimbursement appropriated for Brosville Cafeteria project $ 240,308.00
Projected balance in the high school bond construction project $ 381,000.00
(Must be spent on high school bond construction)
Balance in the middle school bond construction project $ 47,000.00
(Must be spent on middle schoolBrosville bond construction)
Funds received from Pazks and Recreation use of facilities (2011-12) $ 40.000.00
TOTAL FUNDS AVAILABLE $2,271,671.00
A cost analysis and the extent of each project aze provided below. The grand total of the facilities
projects expenditures is also included.
Facilities Projects;
High school revitalization project funds ($1,563,363 + $381,000 + $40,000 =) $1,984,363.00
Contract with Blair Construction $1,610,750.00
(Chatham athletic fields, storage buildings for DRHS, GHS, THS)
(16 fan coil units for all four high schools)
Add change orders for Chatham athletic fields (Fencing, retention wall, doors, $ 323,613.00
painting, sod softball field, softball lights, bleachers, press box/storage)
Contingency funds $ 50,000.00
SUBTOTAL OF EXPENDITURE ON HIGH SCHOOL PROJECT $1,984,363.00
Brosville kitchen expansion and upgrade funds (240,308 + 47,000 =) $ 287,308.00
Balance of CSA reimbursement appropriated for Brosville Cafeteria project $ 240,308.00
Balance in the middle schoolBrosvillebnnd construction $ 47,000.00
SUBTOTAL FOR BROSVILLE PROJECT $ 287,308.00
GRAND TOTAL OF FACILITIES PROJECTS EXPENDITURES $2,271,671.00
P49
Mr. W. Dan Sleeper
September 14, 2011
Page 3
Finally, on behalf of the Pittsylvania County School Board, I am making two (2) requests to the
Boazd of Supervisors. First, I am requesting that the Governing Body amend and appropriate the
balance of the CSA reimbursement ($240,308) for the 2011-2012 budget, designated for the
Brosville kitchen expansion and upgrades, in the "Facilities" category. This becomes necessary
in order to complete the project. Second, I am requesting that the Supervisors place the
controversial State carry-over funds ($841,144.70) in the following categories: "Instruction" _
$596,339.70; "Adorn./Attend & Health Services" _ $31,650.00; "Pupil Transportation" _
$78,800.00; "Operation and Maintenance" _ $48,445.00; "Non-instructional operations" _
$71,050.00; and "Technology" _ $14,860.00. Please be advised that these funds will be used
for operating expenses and not for high school revitalization. Finally, I am requesting that the
Boazd of Supervisors take action on these requests before October 7, 2011. Please be reminded
that the State carry-over funds ($841,144.70) must be returned to the Commonwealth if not
utilized by the school system.
As previously stated, the Pittsylvania County School Boazd desires to move forwazd with its
business. "While the local governing body has a limited oversight role in school expenditures
through the budget and appropriation process," according to Attorney Genera] Opinions in
1989, "this oversight has not been interpreted as authorizing the governing body to exercise
general control over school board expenditures."Moreover, the Supreme Court of Virginia and
several prior opinions of the Attorney General (attachment G) have recognized the statutory
authority of local school boazds to control the construction of public schools and the expenditure
of funds for that purpose. The case of County School Boazd versus Farraz states in part that
"once funds for repair of school property are appropriated to school board, school board has
exclusive right to determine and control their expenditure."More importantly, the case states
that "after referendum is held and bonds are issued for school construction and funds have
been deposited in a separate account, school board may expend such funds without further
authority from governing body." Accordingly, "The Board of Supervisors has no authority
either to expend such proceeds or to prohibit the School Board from expending the same for a
legitimate and proper purpose (attachment I)."
Should you have questions or need additional information, please contact me at (434) 432-2761,
ext. 5001.
Respectfully,
9~.~~~
James E. McDaniel
Division Superintendent
C: Members, Pittsylvania County School Boazd
Members, Pittsylvania County Board of Supervisors
P50
SUPPORT AGREEMENT
between
DANVII.LE-PITTSYLVANIA REGIONAL INDUSTRIAL FACILITY AUTHORITY
and
COUNTY OF PITTSYLVANIA, VIRGINIA
Dated as of November 1, 2011
NOTE: THIS SUPPORT AGREEMENT HAS BEEN ASSIGNED TO, AND IS
SUBJECT TO A SECURITY INTEREST IN FAVOR OF, U.S. BANK
NATIONAL ASSOCIATION, AS TRUSTEE UNDER A TRUST INDENTURE
DATED AS OF NOVEMBER 1, 2011, WITH THE DANVILLE-
PITTSYLVANIA REGIONAL INDUSTRIAL FACILITY AUTHORITY.
Pso (a)
TABLE OF CONTENTS
Page
Parties ............................................................................................................................................... I
Recitals ............................................................................................................................................. l
Granting Clauses ..............................................................................................................................i
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section I.I. Definitions ................................................................................................................2
Section 1.2. Rules of Construction ..............................................................................................3
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by Authotity ..................................................................................3
Section 2.2. Representations by County ......................................................................................4
ARTICLE III
AGREEMENT TO ISSUE BONDS
Section 3.1. Agreement to Issue Bonds .......................................:.....................:.........................5
Section 3.2. Limitation of Authority's Liability ..........................................................................5
Section 33. Compliance with Indenture ......................................................................................5
ARTICLE N
PAYMENT OBLIGATIONS
Section 4.1. Amounts Payable .....................................................................................................5
Section 4.2. Payments Assigned ..................................................................................................6
Section 4.3. Obligation Unconditional .........................................................................................7
Section 4.4. Appropriations of Annual Payments, Debt Service Reserve Fund Payments and
Additional Payments ................................................................................................7
ARTICLE V
PREPAYMENT AND REDEMPTION
Section 5.1. Prepayment and Redemption ...................................................................................8
ARTICLE VI
PARTICULAR COVENANTS
Sectian 6.1. Limitation of Liability of Directors, etc. of Authority and County ............ .............8
Section 6.2. Use of Proceeds ........................................................................................... .............9
Section 6.3. Maintenance of Existence of Authority ...................................................... .............9
Section 6.4. County Covenants ....................................................................................... ...........10
-i-
vsi
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1. Events of Default ................................................................................................... I 0
Section 7.2. Remedies ................................................................................................................11
Section 7.3. Reinstatement after Event of Default .....................................................................1 l
Section 7.4. No Remedy Exclusive .........................-.................................................................11
Section 7.5. No Additional Waiver Implied by One Waiver .....................................................11
Section 7.6. Attorneys' Fees and Other Expenses .....................................................................12
ARTICLE VIII
REMEDY FOR NONAPPROPRIATION
Section 8.1. Remedy for Nonappropriation ...............................................................................12
ARTICLE IX
INDENTURE; AMENDMENTS; ASSIGNMENT
Section 9.1. Indenture; Covenants .............................................................................................12
Section 9.2. Amendments ..........................................................................................................13
Section 9.3. Assignment ............................................................................................................13
ARTICLE X
MISCELLANEOUS
Section 10.1. Notices .......................................................................... .........................................13
Section 10.2. Severability ................................................................... .........................................13
Section 10.3. Limited Liability of County .......................................... .........................................14
Section 10.4. Successors and Assigns ................................................. .........................................14
Section 10.5. Counterparts .................................................................. ......................................... ] 4
Section 10.6. Governing Law ............................................................. .........................................14
Section 10.7. Term of Agreement ....................................................... .........................................14
Signatures ...... ........................................................................................ .........................................15
Receipt .......... ........................................................................................ .........................................16
_11_
P52
THIS SUPPORT AGREEMENT dated as of the 151 day of November, 2011, by and
between the DANVILLE-PITTSYLVANIA REGIONAL INDUSTRIAL FACILITY
AUTHORITY, a political subdivision of the Commonwealth of Virginia (the "Authority"), and
the COUNTY OF PITTSYLVANIA, VIRGINIA, a political subdivision of the
Commonwealth of Virginia (the "County"), provides:
WITNESSETH:
WHEREAS, the Authority is a political subdivision of the Commonwealth of Virginia
duly created pursuant to Chapter 64 of Title 15.2 of the Code of Virginia of 1950, as amended
(the "Act"); and
WHEREAS, the Act authorizes the Authority to borrow money to pay the costs of real
estate and all improvements located in industrial parks intended to be occupied by
manufacturing, wazehousing, distribution, office or other commercial enterprises; and
WHEREAS, in order to further the purposes of the Ac[, [he Authority proposes to
undertake, as part of the development of an industrial pazk, the financing of land acquisition and
related capital expenditures, including necessary expenses incidental thereto (collectively, the
"Project"), and to obtain the funds therefor by the issuance of the Bonds (as hereinafter defined);
and
WHEREAS, the County and the City of Danville, Virginia (the "City") agree with the
need for the Project and agree that it will facilitate the development of the industrial park, and
thus promote commerce and the prosperity of the citizens of the City and the County; and
WHEREAS, to finance the Project, the Authority has determined to issue pursuant to the
terms of a Trust Indenture, dated as of November ], 2011 (the "Indenture"), between the
Authority and U.S. Bank National Association, as trustee (the "Trustee"), its Revenue Bonds
(Berryhill Project), Series 2011 in an amount not to exceed $13,700,000 (the "Bonds") and to use
the proceeds thereof to finance costs incurred in connection with the Project for the benefit of the
City and the County; and
WHEREAS, such Bonds will be secured by a pledge of the revenues and receipts
received by the Authority from payments made by the County pursuant to this Support
Agreement and by the City pursuant to a sepazate support agreement; and
WHEREAS, all acts, conditions and things required by law to happen, exist and be
performed precedent to and in connection with the execution of and entering into this Support
Agreement have happened, exist and have been performed in regulaz and due time and in form
and manner as required by law, and the parties hereto are now duly empowered to execute and
enter into this Support Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other valuable consideration, the parties hereto covenant and agree as
follows:
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ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1. Definitions.
Unless otherwise defined in this Support Agreement, all words used herein shall have the
meanings assigned to such terms in the Indenture. In addition to the words defined in the recitals
hereto, the following words as used in this Support Agreement shall have the following
meanings unless a different meaning clearly appeazs from the context:
"Additional Payment(s)" shall mean such payment or payments made by the County
pursuant to Section 4.1(b) and (c) and Section 5. ] .
"Annual Budget" shall mean the budget by that name referred to in Section 4.4.
"Annual Payment(s)" shall mean the payments made by the County under this Support
Agreement as set forth in Section 4.1(a), which such payments aze equal to one-half of the
payments of principal and interest due on all Outstanding Bonds in each Fiscal Yeaz.
"Basic Documents" shall mean the Indenture, this Support Agreement and the Bond
Purchase Agreement.
"Bond Purchase Agreement" shall mean the Bond Purchase Agreement, dated the date
of its execution and delivery, between the Authority and the Underwriter.
"City Support Agreement" shall mean the Support Agreement, dated as of November 1,
2011, between the City and the Authority, as the same may be supplemented, amended or
modified.
"Debt Service Reserve Fund Payment(s)" shall mean the payments made by the
County under this Support Agreement as set forth in Section 4.1(d), which such payments aze
equal to one-half of the deficiency in the Debt Service Reserve Fund Requirement
"Event of Default" shall mean the events enumerated in Section 7.1.
"Fiscal Year" shall mean the twelve-month period beginning July 1 of one Yeaz and
ending on June 30 of the following yeaz, or such other fiscal yeaz of twelve months as may be
selected by the County.
"Support Agreement" shall mean this Support Agreement, as such Support Agreement
may be supplemented, amended or modified.
"Underwriter" shall mean Davenport & Company LLC.
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Section 1.2. Rules of Construction.
The following rules shall apply to the construction of this Support Agreement unless the
context otherwise requires:
(a) Words importing the singular number shall include the plural number and vice
versa.
(b) Words importing the redemption or calling for redemption of Bonds shall not be
deemed to refer to or connote the payment of Bonds at their stated maturity.
(c) Unless otherwise indicated, all references herein to particular Articles or Sections
are references to Articles or Sections of this Support Agreement.
{d) The headings herein and Table of Contents to this Support Agreement herein aze
solely for convenience of reference and shall not constitute a part of this Support Agreement nor
shall they affect its meaning, construction or effect.
(e) All references herein to payment of Bonds aze references to payment of principal
of and premium, if any, and interest on the Bonds.
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by Authority.
The Authority makes the following representations
(a) The Authority is a political subdivision of the Commonwealth of Virginia duly
created under the Act;
(b) Pursuant to the Act, the Authority has full power and authority to enter into the
Basic Documents and to perform the transactions contemplated thereby and to carry out its
obligations thereunder and by proper action has duly authorized, executed and delivered such
Basic Documents;
(c) The execution, delivery and compliance by the Authority with the terms and
conditions of the Basic Documents will not conflict with or constitute or result in a default under
or violation of, (1) any existing law, rule or regulation applicable to the Authority, or (2) any
trust agreement, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or
other agreement, instrument or other restriction of any kind to which the Authority or any of its
assets is subject;
(d) No further approval, consent or withholding of objection on the part of any
regulatory body or any official, Federal, state or local, is required in connection with the
execution or delivery of or compliance by the Authority with the terms and conditions of the
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Basic Documents, except that no representation is made as to the applicability of any Federal or
state securities laws; and
(e) There is no litigation at law or in equity or any proceeding before any
govemmental agency involving the Authority pending or, to the knowledge of the Authority,
threatened with respect to (I) the creation and existence of the Authority, (2) its authority to
execute and deliver the Basic Documents, (3) the validity or enforceability of the Basic
Documents or the Authority's performance of its obligations thereunder, (4) the title of any
officer of the Authority executing the Basic Documents, or (5) the ability of the Authority to
issue and sell its Bonds and undertake the Project.
Section 2.2. Representations by County.
The County makes the following representations:
(a) The County is a political subdivision of the Commonwealth of Virginia;
(b) The County has full power and authority to enter into the Basic Documents to
which it is a party and to perform the transactions contemplated thereby and to carry out its
obligations thereunder and by proper action has duly authorized, executed and delivered such
Basic Documents;
(c) The County is not in default in the payment of the principal of or interest on any
of its indebtedness for borrowed money and is not in default under any instrument under or
subject to which any indebtedness for borrowed money has been incurred, and no event has
occurred and is continuing that with the lapse of time or the giving of notice, or both, would
constitute or result in an event of default thereunder;
(d) The County is not in default under or in violation of, and the execution, delivery
and compliance by the County with the terms and conditions of the Basic Documents to which it
is a party will not conflict with or constitute or result in a default under or violation of, (1) any
existing law, rule or regulation applicable to the County or (2) any trust agreement, mortgage,
deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument
or restriction of any kind to which the County or any of its assets is subject, and no event has
occurred and is continuing that with the lapse of time or the giving of notice, or both, would
constitute or result in such a default or violation;
(e) No further approval, consent or withholding of objection on the part of any
regulatory body or any official, Federal, state or local, is required in connection with the
execution or delivery of or compliance by the County with the terms and conditions of the Basic
Documents to which it is a party; and
(f) There is no litigation at law or in equity or any proceeding before any
govemmental agency involving the County pending or, to the knowledge of the County,
threatened with respect to (1) the authority of the County to execute and deliver the Basic
Documents to which it is a party, (2) the validity or enforceability of such Basic Documents or
the County's performance of its obligations thereunder, or (3) the title of any officer of the
County executing such Basic Documents.
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(g) The Project has been determined to be essential to the County's economic
development and future revenue growth, and the Boazd of Supervisors anticipates that the Project
will continue to be essential to the County's economic development and future revenue growth
during the term of this Support Agreement.
ARTICLE III
AGREEMENT TO ISSUE BONDS
Section 3.1. Agreement to Issue Bonds.
The Authority hereby agrees, simultaneously with the execution and delivery hereof, to
proceed with the issuance and sale of the Bonds, bearing interest, maturing and having the other
terms and provisions set forth in the Indenture. The proceeds of the Bonds will be used to
finance the costs of the Project. Subject to the limitation of Section 4.4, the County agrees to
make all Annual Payments, Debt Service Reserve Fund Payments and Additional Payments
when and as the same shall become due and payable.
Section 3.2. Limitation of Authority's Liability.
Anything contained in this Support Agreement to the contrary notwithstanding, any
obligation the Authority may incur in connection with the issuance of the Bonds for the payment
of money shall not be deemed to constitute a debt or general obligation of the Authority within
any constitutional or statutory limitations, but shall be a limited obligation payable solely from
the revenues and receipts derived by it pursuant to this Support Agreement and the City Support
Agreement.
Section 3.3. Compliance with Indenture.
If the County is not in default under this Support Agreement, the Authority, at the request
of the County, shall take (a) if the Bonds are then redeemable under the Indenture, all steps that
may be necessary to effect redemption thereunder and (b) any other action required by the
Indenture. By its execution of this Support Agreement, the County acknowledges its approval of
all the terms and conditions set forth in the Indenture.
ARTICLE IV
PAYMENT OBLIGATIONS
Section 4.1. Amounts Payable.
(a) (1) Subject to the limitation of Section 4.4, the County shall pay to the Authority
or its assignee the Annual Payments. The Annual Payments shall be payable without notice or
demand at the principal corporate trust office of the Trustee. In the event of an acceleration of
Bonds under the Indenture, the County agrees to pay to the Trustee, subject to the limitation of
Section 4.4, an amount equal to all Annual Payments payable or to become payable under this
Support Agreement to enable the Trustee to pay, together with amounts payable under the
County Support Agreement, in full the principal of and interest on all Bonds then Outstanding, to
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the extent moneys aze available therefor. The County shall receive a credit against its obligation
to make the next succeeding Annual Payment due under this Support Agreement in an amount
equal to any amounts on deposit in the Bond Fund and any interest income derived from the
investment thereof held by the Trustee in the Bond Fund, provided that such amounts will be
available to apply to the next succeeding Annual Payment on the Bonds then Outstanding.
(2) The Authority, in conjunction with the County and the City, will
determine, as part of its budget process, by Mazch 15 of each year the Annual Payment to be
requested from, and paid (subject to the limitation of Section 4.4) by, the County for the
immediately succeeding fiscal year. In calculating such payments, the Authority shall use the
principal amount (if any) due on the Bonds in the succeeding fiscal year. In determining the
interest component of the Annual Payment, the Authority shall calculate interest at a rate equal to
the actual fixed rate or fixed rates on the Bonds.
(b) Subject to the limitation of Section 4.4 and subject to the terms of a more specific
agreement as to compensation entered into by the City, the County and/or the Authority and the
Trustee, the County agrees to make Additional Payments to pay to the Trustee until payment in
full of all Bonds then Outstanding one-half of its reasonable fees for (i) services rendered and for
expenses reasonably incuaed by the Trustee under the Indenture and (ii) any cost or expense
necessazy to cancel and dischazge the Indenture upon payment of all Bonds then Outstanding.
(c) Subject to the limitation of Section 4.4, the County agrees to make Additional
Payments'to pay one-half of (1) any expenses incurred by the Authority (including reasonable
attorney's fees and expenses) in connection with (A) its obligations undei this Support
Agreement and the other Basic Documents, (B) the issuance of the Bonds and (C) any
prepayment or redemption of the Bonds and (2) all other amounts which the County agrees to
pay under the terms of this Support Agreement, but not including Annual Payments and Debt
Service Reserve Fund Payments.
(d) If at any time the County becomes aware, through notification by the Trustee or
otherwise, that funds have been withdrawn from the Debt Service Reserve Fund to make any
payment of principal of or interest on the Bonds, the Board of Supervisors hereby directs the
County Administrator to request an appropriation from the Boazd of Supervisors in the amount
of the Debt Service Reserve Fund Payment. The Boazd of Supervisors shall consider such
request at its next regulazly scheduled meeting at which it is possible to satisfy any applicable
notification requirement. The Boazd of Supervisors also directs the County Administrator to
notify the Trustee and the Authority promptly after such meeting as to whether the amount so
requested was appropriated. If the Boazd of Supervisors shall fail to make such appropriation,
the amount of such requested appropriation shall be added by the County Administrator to the
Annual Payment for the County's next fiscal yeaz.
Section 4.2. Payments Assigned.
The Authority and the County acknowledge and agree that this Support Agreement and
all Annual Payments, Debt Service Reserve Fund Payments and Additional Payments (except the
rights of the Authority to receive payment of its expenses, to receive notices and to give
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consents) aze assigned by the Indenture to the Trustee. The County consents to such assignment
and agrees to pay to the Trustee all amounts payable by the County that are so assigned.
Section 4.3. Obligation Unconditional.
Except as otherwise provided in this Support Agreement, including the limitation in
Section 4.4, the obligations of the County to make all Annual Payments, Debt Service Reserve
Fund Payments and Additional Payments and to observe all other covenants, conditions and
agreements hereunder shall be absolute and unconditional, irrespective of any right of setoff,
recoupment or counterclaim the County may otherwise have against the Authority, and the
County shall not suspend or discontinue any such Annual Payment, Debt Service Reserve Fund
Payment or Additional Payment or fail to observe and perform any of its covenants, conditions
and agreements hereunder.
Section 4.4. Appropriations of Annual Payments, Debt Service Reserve Fund
Payments and Additional Payments.
While recognizing that it is no[ empowered to make any binding commitment to make
Annual Payments, Debt Service Reserve Fund Payments and Additional Payments beyond the
current Fiscal Yeaz, the Boazd of Supervisors in authorizing the execution of this Support
Agreement has stated its intent to make annual appropriations sufficient to make the Annual
Payments, Debt Service Reserve Fund Payments and Additional Payments, and as such it is
hereby recognized by the parties hereto that this Support Agreement, to the extent permitted by
law, czeates strictly a moral obligation of the County to pay such amounts.
Notwithstanding anything in this Support Agreement to the contrary, the County's
obligations to pay the cost of performing its obligations under this Support Agreement and the
Indenture, including its obligations to pay all Annual Payments, Debt Service Reserve Fund
Payments and Additional Payments, shall be subject to and dependent upon appropriations being
made from time to time by the Boazd of Supervisors for such purpose; provided, however, that
the County Administrator or other officer chazged with the responsibility for preparing the
County's Annual Budget shall include in the budget for each Fiscal Year as a single
appropriation the amount of all Annual Payments and estimated Additional Payments coming
due during such Fiscal Xear. Throughout the term of this Support Agreement, the County
Administrator or other officer charged with the responsibility for preparing the County's Annual
Budget shall deliver to the Trustee and the Authority within 10 days after the adoption of the
Annual Budget for each Fiscal Year, but not later than the beginning of each Fiscal Yeaz, a
certificate stating whether an amount equal to the Annual Payments and Additional Payments
which will come due during such Fiscal Year has been appropriated by the Board of Supervisors
in such budget. If any adopted Annual Budget does not include an appropriation of funds
sufficient to pay both Amiual Payments and estimated Additional Payments coming due for the
relevant Fiscal Year, the Board of Supervisors shall take a roll call vote immediately after
adoption of such Annual Budget acknowledging the impact of its failure to appropriate such
funds. If, by the beginning of the Fiscal Year, the Boazd of Supervisors has not appropriated
funds for the payment of both Annual Payments and estimated Additional Payments coming due
for the then current Fiscal Year, the County Administrator or other officer charged with the
responsibility for preparing the County's Annual Budget shall give written notice to the Board of
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Supervisors of the consequences of such failure to appropriate, including the obligation of the
Tnastee to accelerate the Annual Payments in accordance with Article VIII, and request the
Board of Supervisors to consider a supplemental appropriation for such purposes.
1f at any time the Annual Payments as determined pursuant to Section 4.1(a)(2) are
insufficient to make one-half of the payments of principal and interest due on all Outstanding
Bonds, the Authority (or the Trustee as assignee of the Authority) shall notify the County
Administrator (or other officer charged with the responsibility for preparing the County's Annual
Budget) of the amount of such insufficiency, and the County Administrator shall submit to the
Board of Supervisors at its next regularly scheduled meeting or as promptly as practicable, but in
any event within 45 days, a request for a supplemental appropriation in the amount necessary to
cover such insufficiency.
ARTICLE V
PREPAYMENT AND REDEMPTION
Section 5.1. Prepayment and Redemption.
The County shall have the option to prepay any Annual Payments at the times and in the
amounts as necessary to enable the Authority to exercise its option to cause the Bonds to be
redeemed as set forth in such Bonds. Such prepayments of Annual Payments shall be made at
the times and in the amounts as necessary to accomplish the optional redemption of the Bonds as
set forth in such Bonds. Upon the exercise of such option, the County shall also pay as
Additional Payments, the amounts necessary to pay one-half of the premium, if any, due on such
Bonds on the date or dates of their redemption.
The County shall direct the Authority to send to the Trustee notice of any redemption of
the Bonds at least 30 days prior to the latest date that notice of redemption may be given
pursuant to the Indenture, such notice to the Trustee to specify the redemption date, the principal
amount of the Bonds to be redeemed, the premium, if any, and the section of the Indenture
pursuant to which such redemption is to be made. The County shall send to the City a copy of
the direction given to the Authority.
ARTICLE VI
PARTICULAR COVENANTS
Section 6.1. Limitation of Liability of Directors, etc. of Authority and County.
No covenant, agreement or obligation contained in this Support Agreement shall be
deemed to be a covenant, agreement or obligation of any past, present or future member, officer,
director, employee or agent of the Authority in his or her individual capacity, and neither the
members of the Authority nor any officer thereof executing this Support Agreement shall be
liable personally on this Support Agreement or be subject to any personal liability or
accountability by reason of the execution and delivery hereof. No member, director, officer,
employee or agent of the Authority shall incur any personal liability with respect to any other
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action taken by him or her pursuant to this Support Agreement or the Act or any of the
transactions contemplated hereby provided that he or she acts in good faith.
No covenant, agreement or obligation contained herein shall be deemed to be a covenant,
agreement or obligation of any past, present or futwe Board Member, officer, employee or agent
of the County or the Board in his or her individual capacity, and neither the members of the
Board nor any officer of the County or the Board executing this Support Agreement shall be
liable personally on this Support Agreement or be subject to any personal liability or
accountability by reason of the execution and delivery hereof. No Board Member, officer,
employee or agent of the County or the Board shall incur any personal liability with respect to
any action taken by him or her pursuant to this Support Agreement or any of the transactions
contemplated hereby, provided that he or she acts in good faith.
Section 6.2. Use of Proceeds.
The Authority and the County shall use the proceeds of the Bonds to finance the Project
and pay the costs of issuance of the Bonds.
Section 6.3. Maintenance of Existence of Authority.
Except for the assignment of its rights under this Support Agreement to the Trustee
pwsuant to the Indentwe, the Authority agrees that it will not assign, transfer or convey its
interest in this Support Agreement or any of the revenues to be derived therefrom. The
Authority further agrees that, until the Bonds have been paid in full, the Authority will not (a)
dissolve or otherwise dispose of all or substantially all of its assets, (b) consolidate with or merge
into any authority, corporation, association or other body, (c) permit any other authority,
corporation, association or other body to consolidate with or merge into it, (d) act jointly with
any other authority, corporation, association or other body (other than the City, the County and
the Trustee) with respect to the transactions contemplated by this Support Agreement and the
Indentwe, or (e) take any action or refrain from taking any action which would (i) permit any of
the foregoing to be required by operation of law or (ii) which would permit it, or require it by
operation of law, to avoid its obligations under this Support Agreement or the Indentwe or any
other agreement contemplated hereby; provided, however, that nothing contained in this Section
shall prevent the consolidation of the Authority with, or the merger of the Authority into, or the
transfer of the interest of the Authority in this Support Agreement as an entirety to, any public
corporation whose property and income aze not subject to taxation and which has the corporate
authority to carry out the transactions contemplated by this Support Agreement and the
Indentwe, but only on the condition that (A} reasonable prior notice of such consolidation,
merger or transfer is given to the City, the County and the Trustee, and (B) upon any such
consolidation, merger or trarisfer, the obligation of the Authority to make due and punctual
payment of the principal of and redemption premium, if any, and interest on the Bonds according
to their tenor and to perform and observe all of the agreements and conditions of this Support
Agreement and the Indentwe shall be expressly assumed in writing by the corporation resulting
from such consolidation or surviving such merger or to which the interest of the Authority in this
Support Agreement shall be transferred as an entirety.
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Section 6.4. County Covenants. To assist the Authority in complying with certain of
its obligations under the Basic Documents, the County agrees to provide, in accordance with the
specifications provided in the Bond Purchase Agreement, (a) notice of any material litigation
with respect to the County, (b) copies to the Underwriter of (1) the County's 2012 Fiscal Year
budget, (2) the County's financial statements within 1 SO days of the end of each of the County's
Fiscal Years and (3) future budgets within 30 days of approval, and (c) any notices of any
defaults with respect to any general obligation indebtedness or moral obligations of the County.
The County also agrees to provide such information as maybe reasonably requested by the
Underwriter for the Bonds or by Bond Counsel in order to comply with any applicable securities
disclosure requirements or other applicable laws and regulations.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1. Events of Default.
(a) Each of the following events shall be an Event of Default:
(1) Default in the due and punctual payment of an Annual Payment when the
same becomes due and payable and continuation of such failure for a period of five days; or
(2) Failure of the County to pay when due any other payment due under this
Support Agreement or to observe and perform any covenant, condition or agreement on its part
to be observed or performed, which failure shall continue for a period of 30 days after notice is
given, or in the case of any such default that cannot with due diligence be cured within such 30
day period but can be cured within the succeeding 60 days, failure of the County to proceed
promptly to cure the same and thereaRer prosecute the curing of such default with due diligence.
(b) The provisions of the foregoing subpazagraph (a)(2) aze subject to the limitation
that if by reason of force majeure the County is unable in whole or in part to perform any of its
covenants, conditions or agreements hereunder, the County shall not be deemed in default during
the continuance of such inability. The term "force majeure" as used herein shall include without
limitation acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies;
orders of any kind of the government of the United States of America or the Commonwealth of
Virginia or any political subdivision thereof or any of their departments, agencies or officials, or
any civil or military authority; insurrections; riots; epidemics; swarms of boll weevils and
plagues of locusts; landslides; earthquakes; fires; hurricanes; tornadoes; storms; floods;
washouts; droughts; restraint of government and people; or civil disturbances. The County shall
remedy with all reasonable dispatch the cause or causes preventing the County from carrying out
its covenants, conditions and agreements, provided that the settlement of strikes, lockouts and
other industrial disturbances shall be entirely within the discretion of the County, and the County
shall not be required to make settlement of strikes, lockouts and other industrial disturbances by
acceding to the demands of any opposing party when such course is in the judgment of the
County not in its best interests.
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(c) Notwithstanding anything contained in this Section to the contrary, (1) failure by
the County to pay when due any payment required to be made under this Support Agreement or
(2) failure by the County to observe and perform any covenant, condition or agreement on its
part to be observed or performed under this Support Agreement, either of which results from
failure of the County to appropriate moneys for such purposes, as described in Section 4.4, shall
not constitute an Event of Default. Upon any such failure to appropriate, the provisions of
Article VIII shall be applicable.
Section 7.2. Remedies.
Whenever any Event of Default shall have happened and is continuing, the Authority
may take any one or more of the following remedial steps, without further demand or notice: (a)
declare immediately due and payable the entire unpaid principal balance of the Annual Payments
due and thereafter to become due through and including the final installment payment of
principal on any Bonds then Outstanding or (b) take whatever action at law or in equity may
appear necessary or desirable to collect the Annual Aayments, Debt Service Reserve Fund
Payments and Additional Payments then due and thereafter to become due, or to enforce
performance and observance of any obligation, agreement or covenant of the County under this
Support Agreement. Any amounts received by the Authority pursuant to the foregoing
provisions shall be applied first to costs, then to any unpaid interest and then to repayment of
principal, and upon payment in full of al] amounts due such excess shall be deposited in the
Bond Fund and credited to the next Annual Payment to the extent such Annual Payments have
not been paid in full. This provision shall survive termination of this Support Agreement.
Section 7.3. Reinstatement after Event of Default.
Notwithstanding the exercise by the Authority of any remedy granted by Section 7.2, if
all overdue Annual Payments, together with any interest thereon, and all Additional Payments
shall have been made, and payment on the Bonds has not been accelerated or such acceleration
has been waived pursuant to the Indenture, then the County's default under this Support
Agreement shall be waived without further action by the Authority. Upon such payment and
waiver, this Support Agreement shall be fully reinstated and all Annual Payments will be due
and payable in accordance with the previously determined schedule.
Section 7.4. No Remedy Exclusive.
No remedy conferred by this Support Agreement upon or reserved to the Authority is
intended to be exclusive of any other available remedy or remedies, but every such remedy shall
be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver thereof or acquiescence therein, but any such right and power may be exercised from time
to time and as often as may be deemed expedient.
Section 7.5. No Additional Waiver Implied by One Waiver,
Failure by the Authority at any time to require performance by the County of any
provision hereof shall in no way affect the Authority's right hereunder to enforce the same, nor
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shall any waiver by the Authority of any breach of any provision hereof be held to be a waiver of
any succeeding breach of any such provision, or as a waiver of the provision itself.
Section 7.6. Attorneys' Fees and Other Expenses.
Subject to the limitation in Section 4.4, the County shall on demand pay to the Authority
and the Trustee one-half of the reasonable fees of attorneys and other reasonable expenses
incurred by either of them in the collection of appropriated, but unpaid, Annual Payments, Debt
Service Reserve Fund Payments or Additional Payments, or the enforcement of any other
obligation of the County, or its agents, upon an Event of Default.
ARTICLE VIII
REMEDY FOR NONAPPROPRIATION
Section 8.1. Remedy for Nonappropriation.
If by June 21 of any year, the Board of Supervisors has failed to appropriate moneys
sufficient for the payment of Annual Payments and estimated Additional Payments for the
following Fiscal Yeaz, the County Administrator shall give notice to the Authority, the Trustee
and the Underwriter of such failure to appropriate within 5 Business Days thereafter, and if no
such appropriation has been made by the beginning of such Fiscal Year, the Trustee as assignee
on behalf of the Authority shall declare immediately due and payable the entire unpaid principal
and interest of all Annual Payments due and thereafter to become due through and including the
final payment of principal and interest on any Bonds then Outstanding.
Nothing contained in this Section shall be construed as affecting or superseding in any
manner the provisions of Section 4.4.
ARTICLE IX
INDENTURE; AMENDMENTS; ASSIGNMENT
Section 9.1. Indenture; Covenants.
(a) Contemporaneously with the execution of this Support Agreement, the Authority
has entered into the Indenture with the Trustee. The County shall not be obligated to take any
notice of any sale, assignment, reassignment, pledge, mortgage, transfer or other disposition of
any interest in this Support Agreement by the Authority, unless such sale, assignment,
reassignment, pledge, mortgage, transfer or other disposition is undertaken in accordance with
Section 63 hereof.
(b) Subject to Section 4.4, the County covenants to take whatever action may be
necessary for the Authority to comply with the Authority's covenants under the Indenture.
(c) The County agrees, for the benefit of the holders of the Bonds, to do and perform
all acts and things contemplated in the Indenture to be done or performed by it. The Authority
agrees that it shall not execute or permit any amendment or supplement to the Indenture which
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affects any right, power or authority of the County under this Support Agreement or requires a
revision of this Support Agreement without the prior written consent of the County.
Section 9.2. Amendments.
This Support Agreement shall not be supplemented, amended or modified by the parties
hereto prior to the payment of all Outstanding Bonds, without the consent of the Trustee.
Section 9.3. Assignment.
Simultaneously with the execution of this Support Agreement, the Authority has entered
into the Indenture by which the Authority has assigned all of its rights in and to this Support
Agreement (except its rights to receive payment of its expenses, to receive notices and to give
consents) to the Trustee for the benefit of the holders of the Bonds. The County (a) consents to
such assignment, (b) agrees to execute and deliver such further acknowledgments, agreements
and other instruments as may be reasonably requested by the Authority or the Trustee to effect
such assignment, (c) agrees to make all payments due to the Authority under this Support
Agreement directly to the Trustee (except the Authority's rights to receive payment of its
expenses, to receive notices and to give consents), subject to Section 4.4, and (d) agrees to
comply fully with the terms of such assignment so long as such assignment is not inconsistent
with the provisions hereof. All references in this Support Agreement to the Authority shall
include the Tnrstee for the benefit of the Bondholders and their successors and assigns, whether
or not specific reference is otherwise made to the Trustee, unless the context requires otherwise.
ARTICLE X
MISCELLANEOUS
Section 10.1. Notices.
Unless otherwise provided herein, all demands, notices, approvals, consents, requests,
opinions and other communications hereunder shall be in writing and shall be deemed to have
been given when delivered in person or mailed by first class registered or certified mail, postage
prepaid, addressed (a) if to the County, at 21 North Main Street, Chatham, Virginia 24531
(Attention: County Administrator), (b) if to the Authority, c/o the City as Fiscal Agent, at 427
Patton Street, Danville, Virginia 24541 (Attention: City Manager) and (c) if to the Trustee,
1021 East Cary Street, Suite 1850, Richmond, Virginia 23219 (Attention: Corporate Trust
Department). The County, the Authority and the Trustee may, by notice given hereunder,
designate any further or different addresses to which subsequent demands, notices, approvals,
consents, requests, opinions or other communications shall be sent or persons to whose attention
the same shall be directed.
Section 10.2. Severability.
If any provision of this Support Agreement shall be held invalid by any court of
competent jurisdiction, such holding shall not invalidate any other provision hereof.
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Section 10.3. Limited Liability of County.
Notwithstanding any provision hereof to the contrary, the obligations of the County under
this Support Agreement aze not general obligations of the County, nor shall they be deemed to be
a lending of the credit of the County to the Authority or to any other person or entity and nothing
herein contained is or shall be deemed to be a pledge of the faith and credit or the taxing power
of the County. The obligations of the County hereunder aze payable solely from amounts that
aze subject to annual appropriation. No officer, official, employee or agent of the County shall
be personally liable on the County's obligations hereunder. The Authority shall not be liable
under any circumstances for the actions of the County with respect to the Basic Documents. The
Authority shall not be liable under any circumstances for the actions of the Trustee under the
Basic Documents.
Section 10.4. Successors and Assigns.
This Support Agreement shall be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and assigns. The Trustee and the Underwriter are
intended to be, and each shall be, a third party beneficiary of this Support Agreement.
Section 10.5. Counterparts.
This Support Agreement may be executed in any number of counterparts, each of which
shall be an origirial, all of which together shall constitute but one and the same instrument.
Section 10.6. Governing Law.
This Support Agreement shall be governed by and construed in accordance with the laws
of the Commonwealth of Virginia.
Section 10.7. Term of Agreement.
This Support Agreement shall commence on the date of issuance of the Bonds and will
terminate on the date that no Bonds are Outstanding under the Indenture.
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IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly
executed and effective as of the ]s' day of November, 2011, by their duly authorized
representatives.
DANVILLE-PITTSYLVANIA REGIONAL
INDUSTRIAL FACILITY AUTHORITY
By:
Chairman
COUNTY OF PITTSYLVANIA, VIRGINIA
By:
Seen and agreed to:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By
Its
-15-
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RECEIPT
Receipt of the foregoing original counterpart of the Support Agreement dated as of
November 1, 2011, between the Danville-Pittsylvania Regional Industrial Facility Authority and
the County of Pittsylvania, Virginia, is hereby acknowledged.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By
Its
1899350v5
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CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and
delivered by the Danville-Pittsylvania Regional Industrial Facility Authority (the "Authority"),
the City of Danville, Virginia (the "City") and Pittsylvania County, Virginia (the "County") as
of 2011 in connection with the issuance by the Authority of its $
Revenue Bonds (Berryhill Project), Series 2011 (the "Bonds") pursuant to the provisions of an
Trust Indenture, dated as of , 2011 (the "Indenture") between the Authority and
U.S. Bank National Association, Richmond, Virginia as the Trustee (the "Trustee"). In
connection with the Authority's issuance of the Bonds, the Authority and the City have entered
into a Support Agreement dated as of , 2011 (the "City Support Agreement"}, the
Authority and the County have entered into a Support Agreement dated as of ,
2011 (the "County Support Agreement") and the Authority, the City, the County and the
Trustee have entered into an Assignment Agreement dated as of 2011 (the
"Assignment Agreement"). In connection with their obligations under the Indenture, the
Support Agreement and the Assignment Agreement, the Authority, the City and the County
(together, the "Parties") hereby covenant and agree as follows:
Section 1. Purpose. This Disclosure Agreement is being executed and delivered by the
Parties for the benefit of the holders of the Bonds and in order to assist the purchasers of the
Bonds in complying with the provisions of Section (b)(5)(i) of Rule 15c2-12 (the "Rule")
promulgated by the Securities and Exchange Conunission (the "SEC") by providing certain
annual financial information and event notices required by the Rule (collectively, "Continuing
Disclosure").
Section 2. Annual Disclosure. (a) The City shall provide annually financial
information and operating data in accordance with the provisions of Section (b)(5)(i) of the Rule
as follows:
(i) audited financial statements of the City, prepared in accordance with
generally accepted accounting principles; and
(ii) the financial information and operating data with respect to the City of the
type described in the subsection entitled ["Operating Data"] of the Authority's Official
Statement dated , 20] 1, relating to the Bonds and the combined budget of the
City for the current fiscal year, to the extent such information is not otherwise provided.
If the financial statements filed pursuant to Section 2(a) are not audited, the City shall file such
statements as audited when available.
(b) The County shall provide annually financial information and operating data in
accordance with the provisions of Section (b)(5)(i) of the Rule as follows:
(i) audited financial statements of the County, prepazed in accordance with
generally accepted accounting principles; and
(ii) the financial information and operating data with respect to the County of
the type described in the section entitled ["Tax Base Data"] of the Authority's Official
P69
Statement dated , 2011, relating to the Bonds and the combined budget of the
County for the current fiscal yeaz, to the extent such information is not otherwise
provided.
If the financial statements filed pursuant to Section 2(a) are not audited, the County shall file
such statements as audited when available.
(c) The City shall provide annually the financial information and operating data
described in subsection (a) above and the County shall provide annually the financial
information and operating data described in subsection (b) above (collectively, the "Annual
Disclosure") within 270 days after the end of the City's or County's fiscal yeaz, commencing
with the fiscal yeaz ending June 30, 20_, to the Municipal Securities Rulemaking Boazd (the
"MSRB") as described in Section 7 below.
(d) Any Annual Disclosure may be included by specific reference to other documents
previously provided to the MSRB or filed with the SEC; provided, however, that any final
official statement incorporated by reference must be available from the MSRB.
(e) The City shall provide in a timely manner to the MSRB notice specifying any
failure of the City to provide the Annual Disclosure by the date specified and the County shall
provide in a timely manner to the MSRB notice specifying any failure of the County to provide
the Annual Disclosure by the date specified.
Section 3. Event Disclosure. The Authority, the City and the County shall cause to be
filed with the MSRB in a timely manner not in excess of ten business days after the occurrence
of the event, notice of the occurrence of any of the following events with respect to the Bonds:
(a) principal and interest payment delinquencies;
(b) non-payment related defaults, if material;
(c) unscheduled draws on debt service reserves reflecting financial difficulties;
(d) unscheduled draws on any credit enhancement reflecting financial difficulties;
(e) substitution of credit or liquidity providers, or their failure to perform;
(f) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or
other material notices or determinations with respect to the tax status of the Bonds or
other material events affecting the tax-exempt status of the Bonds;
(g) modifications to rights of Bondholders, if material;
(h) bond calls, if material, and tender offers;
(i) defeasance of all or any portion of the Bonds;
2
P70
(j) release, substitution, or sale of property securing repayment of the Bonds, if
material;
(k) rating changes;
(1) bankruptcy, insolvency, receivership or similar event of the Authority, City or
County;
(m) the consummation of a merger, consolidation, or acquisition involving the
Authority, City or County or the sale of all or substantially all of the assets of the
Authority, the City or the County, other than in the ordinary course of business, the entry
of a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material; and
(n) appointment of a successor or additional Trustee or the change of name of a
trustee, if material
Section 4. Termination. The obligations of the Authority, City and County will
terminate upon the redemption, defeasance or payment in full of all the Bonds.
Section 5. Amendment. The Authority, City or County may modify its obligations
hereunder without the consent of Bondholders, provided that this Disclosure Agreement as so
modified complies with the Rule as it exists at the time of modification. The Authority, City or
County, as applicable, shall within a reasonable time thereafter send to the MSRB a description
of such modification(s).
Section 6. Defaults. (a) If the Authority, City or County fails to comply with any
covenant or obligation regarding Continuing Disclosure specified in this Disclosure Agreement,
any holder (within the meaning of the Rule) or beneficial holder of Bonds then outstanding may,
by notice to the Authority, City or County, as applicable, proceed to protect and enforce its rights
and the rights of the holders by an action for specific performance of the Authority's, City's or
County's covenant to provide the Continuing Disclosure.
(b) Notwithstanding anything herein to the contrary, any failure of the Authority, City
or County to comply with any obligation regarding Continuing Disclosure specified in this
Disclosure Agreement (i) shall not be deemed to constitute an event of default under the Bonds
or the resolution providing for the issuance of the Bonds and (ii) shall not give rise to any right
or remedy other than that described in Section 6(a) above.
Section 7. Filing Method. Any filing under this Disclosure Agreement shall be made
by transmitting such disclosure, notice or other information in electronic format with the MSRB
through the MSRB's Electronic Municipal Mazket Access (EMMA) system pursuant to
procedures promulgated by the MSRB and shall be accompanied by identifying information as
prescribed by the MSRB, or as otherwise allowed by the Rule.
Section 8. Additional Disclosure. The Authority, City or County may from time to
time disclose certain information and data in addition to the Continuing Disclosure.
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P71
Notwithstanding anything herein to the contrary, the Authority, City or County shall not incur
any obligation to continue to provide, or to update, such additional information or data.
Section 9. Counterparts. This Disclosure Agreement may be executed in several
counterparts each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 10. Governing Law. This Disclosure Agreement shall be construed and
enforced in accordance with the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by its duly authorized officers all as of the _ day of
2011.
DANVILLE-PITTSYLVANIA REGIONAL
INDUSTRIAL FACILITY AUTHORITY
By:
Its:
CITY OF DANVILLE, VIRGINIA
By:
Its:
PITTSYLVANIA COUNTY, VIRGINIA
By:
Its:
034002.000002
N2094073v1
4
P72
RESOLUTION OF THE BOARD OF SUPERVISORS
OF THE COUNTY OF PITTSYLVANIA, VIRGINIA
APPROVING AN ASSIGNMENT OF FUNDS TO BE RECEIVED FROM THE
VIRGINIA TOBACCO INDEMNIFICATION AND COMMUNITY REVITALIZATION
COMMISSION
WHEREAS, County of Pittsylvania, Virginia (the "County") and the City of
Danville, Virginia (the "City") are jointly developing an industrial park to be owned by the
Danville-Pittsylvania Regional Industrial Facility Authority (the "Authority"), to attract
industries and promote economic development; and
WHEREAS, the County and the City desire, in conjunction with the Authority, to
finance, as part of the development of the industrial pazk, land acquisition and related capital
expenditures (the "Project"); and
WHEREAS, the Authority now proposes to undertake the financing of the
Project, including necessary expenses incidental thereto, by the issuance of its fixed rate bonds in
an aggregate principal amount not to exceed $13,700,000 (the "Bonds"); and
WHEREAS, the principal of, premium, if any, and interest on, the Bonds and
other costs relating to the issuance thereof (collectively, the "Debt Service") are to be paid by the
Authority from funds that are subject to appropriation in each fiscal year by the County and the
City, with the City and the County each being responsible for one-half of such Debt Service; and
WHEREAS, the Virginia Tobacco Indemnification and Community
Revitalization Commission (the "Commission") has adopted a Resolution (the "Grant
Resolution") stating its intent to allocate and pay $2,901,987.50 to the City (the "City Grant")
and $2,901,987.50 to the County (the "County Grant") for the payment of a portion of the Debt
Service; and
WHEREAS, in connection with its purchase of the Bonds, Davenport &
Company LLC desires that the use of the City Grant by the City and of the County Grant by the
County for the payment of Debt Service as provided for in the Grant Resolution be formalized in
an Assignment Agreement, dated as of November 1, 2011 (the "Assignment Agreement"),
among the City, the County, the Authority and the bond trustee; and
WHEREAS, the Assignment Agreement has been presented to the Boazd of
Supervisors of the County (the "Boazd") in substantially final form;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA:
1. Form and Authorization of Assignment Agreement. The Assignment
Agreement is hereby approved, with such variations, insertions, changes or deletions (including
without limitation changes to the date thereof) as may be approved by the Chairman or the Vice
P73
Chairman of the Boazd or the County Administrator. The execution and delivery of the
Assignment Agreement are hereby authorized.
2. Execution and Delivery of Assignment Agreement. The Chairman and the
Vice Chairman of the Board and the County Administrator, any of whom may act, are each
authorized and directed to execute the Assignment Agreement on behalf of the County. The
Clerk and Deputy Clerk of the Board of the County, either of whom may act, aze each authorized
and directed to affix the seal of the County to the Assignment Agreement (if required), attest the
seal (if required) and deliver the Assignment Agreement to the other parties thereto.
3. Further Actions. The Chairman and the Vice Chairman of the Boazd and
other officers and agents of the County, including the County Administrator and the Finance
Director, are authorized and directed to take such further actions as they deem necessary
regarding the execution and delivery of the Assignment Agreement, including, without
limitation, the execution and delivery of any closing documents and certificates relating thereto.
All such actions previously taken by the Chairman, Vice Chairman or such officers and agents
aze hereby approved, ratified and confirmed.
4. Limitation of Liability of Officials of the County. No covenant, condition,
agreement or obligation contained herein shall be deemed to be a covenant, condition, agreement
or obligation of an officer, employee or agent of the County in his or her individual capacity, and
no officer of the County executing the Assignment Agreement shall be liable peisonaily on the
Assignment Agreement or be subject to any personal liability or accountability by reason of the
execution and delivery thereof.
5. Effective Date. This Resolution shall take effect immediately.
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CERTIFICATE
The undersigned Clerk of the Board of Supervisors of the County of Pittsylvania, Virginia, does
hereby certify that the foregoing constitutes a true and correct extract from the minutes of a
meeting of the Board of Supervisors held on October 18, 2011, and of the whole thereof so far as
applicable to the matters referred to in such extract. I hereby further certify that such meeting was a
regularly scheduled meeting and that, during the consideration of the foregoing Resolution, a
quonun was present. The vote of the members of the Board of Supervisors upon the foregoing
Resolution was as follows:
Member
Tim R. Barber
James
Fred M. Ingram
Coy E. Harville
Marshall A. Ecker
William H. Pritchett
Henry A. Davis, Jr.
PresenbAbsent Vote
WITNESS MI' HAND and the seal of the County of Pittsylvania, Virginia, this _ day
of October, 2011.
Clerk, Board of Supervisors of the County of
Pittsylvania, Virginia
1922655v4
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ASSIGNMENT AGREEMENT
This Assignment Agreement is made as of November 1, 2011 (the "Agreement") by and
among the Danville-Pittsylvania Regional Industrial Facility Authority (the "Authority"), U.S.
Bank National Association, as Trustee (the "Trustee"), the City of Danville, Virginia (the "City")
and Pittsylvania County, Virginia (the "County");
WI'TNESSETH:
WHEREAS, the Authority is a political subdivision created pursuant to the Virginia
Regional Industrial Facilities Act, Chapter 64 of Title 15.2 of the Code of Virginia of 1950, as
amended, (the "Act"); and
WHEREAS, in order to further the purposes of the Act, the Authority proposes to
undertake, as part of the development of an industrial park, the financing of land acquisition and
related capital expenditures (the "Project"), and to obtain the funds therefor by the issuance of its
Revenue Bonds, Series 2011 in the maximum principal amount of $13,700,000 (the "Bonds")
pursuant to an Indenture of Trust, dated as of November 1, 2011 (the "Indenture"), between the
Authority and U.S. Bank National Association, as trustee (the "Trustee"); and
WHEREAS, the principal of and interest on the Bonds (the "Debt Service") are to be
paid in part from payments allocated for such purpose by the Virginia Tobacco Indemnification
and Community Revitalization Commission (the "Commission"); and
WHEREAS, the Commission has adopted a Resolution (the "Grant Resolution") stating
its intent to allocate and pay the sum of $2,901,987.50 to the City and $2,901,987.50 to the
County (collectively, the "Grant") for the payment of Debt Service, and the City and the County
have each executed a Letter of Agreement -Grant Funds regarding their obligations under the
Grant (the "Letter of Agreement");
NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter
contained and other valuable consideration, and in order to induce the Authority to issue the
Bonds, the parties hereto agree as follows:
1. The County and the City agree to take all actions required by the Commission in
order to receive the Grant pursuant to the Grant Resolution and the Letter of Agreement;
provided, however, that in the event that legal action is necessary against the Commission in
order to require the Commission to fulfill its obligations under or in connection with the Grant
Resolution, the City and County agree to either pursue such legal action or assign their respective
rights to pursue such legal action to the Trustee and cooperate with the Trustee and pay, subject
to appropriation, all fees, expenses and costs incurred by the Trustee (including, without
limitation, the Trustee's reasonable attorneys fees) in connection with the same.
2. The County and the City agree that they will file the appropriate applications,
requests and/or other materials with the Commission in sufficient time to obtain the Grant by
such date as will enable the payment of the Debt Service on the Bonds in accordance with the
Indenture.
P76
3. The County and the City acknowledge and agree that the Grant is restricted solely
to the payment of Debt Service by the terms of the Grant Resolution and may not be used for any
other purpose.
4. Promptly upon the receipt of its respective portion of the Grant, the County and
City shall each deposit, on behalf of the Authority, its portion of the Grant with the Trustee to be
held pursuant to the Indenture.
5. The County and the City each further irrevocably pledge and assign, to the extent
permitted by law, the Grant to the extent of their interest in the same to the Trustee as security
for, and for payment of, the Bonds.
6. This Agreement shall be governed by the substantive law of the Commonwealth
of V irginia, exclusive of its conflicts of laws provisions.
7. This Agreement may be executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
8. This Agreement and all the covenants, stipulations, provisions, agreements, rights
and remedies contained herein shall bind and inure to the benefit of the parties hereto and their
successors and assigns.
9. If any provisions of this Agreement shall be held or deemed to be or shall, in fact,
be inoperative or unenforceable as applied in any particulaz case in any jurisdiction or
jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions or any
constitutiori or statute or rule of public policy, or for any other reason, such circumstances shall
not have the effect of rendering the provision in question inoperative or unenforceable in any
other case or circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to any extent whatever.
10. The City and the County shall take all such actions and execute all such
documents as may be reasonably required by the Authority or the Trustee to protect or preserve
the rights and benefits granted to the Trustee and the Authority hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to
be executed and delivered by its duly authorized officers all as of the I s` day of November, 2011.
DANVILLE-PITTSYLVANIA REGIONAL
INDUSTRIAL FACII.I'I1' AUTHORTI'Y
By:
Its:
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Its:
CITY OF DAN VILI.E, VII2GINIA
By:
Its:
PITTSYLVAMA COUNTY, VII2GINIA
Its:
1897494v5
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P78
RESOLUTION OF THE BOARD OF SUPERVISORS
OF THE COUNTY OF PITTSYLVANIA, VIRGINIA
APPROVING A SUPPORT AGREEMENT WITH THE DANVILLE-PITTSYLVANIA
REGIONAL INDUSTRIAL FACILITY AUTHORITY
WHEREAS, the County of Pittsylvania, Virginia (the "County") and the City of
Danville, Virginia (the "City") aze jointly developing an industrial park to be owned by the
Danville-Pittsylvania Regional Industrial Facility Authority (the "Authority"), to attract
industries and promote economic development; and
WHEREAS, the City and the County desire, in conjunction with the Authority, to
finance, as part of the development of the industrial pazk, land acquisition and related capital
expenditwes (the "Project"); and
WHEREAS, the Authority now proposes to undertake the financing of the
Project, including necessary expenses incidental thereto, by the issuance of its fixed rate bonds in
an aggregate principal amount not to exceed $13,700,000 (the "Bonds"); and
WHEREAS, the principal of, premium, if any, and interest on, the Bonds and
other costs relating to the issuance thereof (collectively, the "Debt Service") aze to be paid by the
Authority from funds that aze subject to appropriation in each fiscal year by the County and the
City, with the City and the County each being responsible for one-half of such Debt Service; and
WHEREAS, in connection with its pwchase of the Bonds, Davenport &
Company LLC desires that the commitment of the City and County to provide such funds,
subject to annual appropriation as described above, be set forth in a Support Agreement, dated as
of November 1, 2011 (the "Support Agreement"), between the County and the Authority and in a
Support Agreement, dated as of November 1, 201 I, between the City and the Authority; and
WHEREAS, the Support Agreement has been presented to the Boazd of
Supervisors of the County (the "Board") in substantially final form;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
SUPERVISORS OF TAE COUNTY OF PITTSYLVANIA, VIRGINIA:
1. Form and Authorization of Support Agreement. The Support Agreement
is hereby approved, with such variations, insertions, changes or deletions (including without
limitation changes to the date thereof) as may be approved by the Chairman or the Vice
Chairman of the Boazd or the County Administrator. The execution and delivery of the Support
Agreement aze hereby authorized.
2. Execution and Delivery of Support Agreement. The Chairman and the
Vice Chairman of the Board and the County Administrator, any of whom may act, are each
authorized and directed to execute the Support Agreement on behalf of the County. The Clerk
and Deputy Clerk of the Board, either of whom may act, are each authorized and directed to affix
P79
the seal of the County to the Support Agreement (if required), attest the seal (if required) and
deliver the Support Agreement to the other parties thereto.
3. Reaffirmation of Prior Resolution and Approval of Issuance of Bonds.
The Board reaffirms its October 6, 2008 resolution evidencing approval of the Project, and the
Boazd hereby approves the issuance of the Bonds by the Authority to finance the costs of the
Project.
4. Further Actions. The Chairman and the Vice Chairman of the Boazd and
other officers and agents of the County, including the County Administrator and the Finance
Director, are authorized and directed to take such further actions as they deem necessary
regarding the execution and delivery of the Support Agreement, including, without limitation, the
execution and delivery of any closing documents and certificates with respect to the issuance of
the Bonds by the Authority. All such actions previously taken by the Chairman, Vice Chairman
or such officers and agents are hereby approved, ratified and confirmed.
5. Limitation of Liability of Officials of the County. No covenant, condition,
agreement or obligation contained herein shall be deemed to be a covenant, condition, agreement
or obligation of an officer, employee or agent of the County in his or her individual capacity, and
no officer of the County executing the Support Agreement shall be liable personally on the
Support Agreement or be subject to any personal liability or accountability by reason of the
execution and delivery thereof.
6. Effective Date. This Resolution shall take effect immediately.
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CERTIFICATE
The undersigned Clerk of the Board of Supervisors of the County of Pittsylvania, Virginia, does
hereby certify that the foregoing constitutes a true and correct extract from the minutes of a
meeting of the Board of Supervisors held on October 18, 2011, and of the whole thereof so far as
applicable to the matters referred to in such extract. I hereby further certify that such meeting was a
regularly scheduled meeting and that, during the consideration of the foregoing Resolution, a
quonun was present. The vote of the members of the Board of Supervisors upon the foregoing
Resolution was as follows:
Member
Tim R. Barber
James Snead
Fred M. Ingram
E. Harville
Mazshall A. Ecker
William H. Pritchett
Henry A. Davis, Jr.
WITNESS MY HAND and the seal of the County of Pittsylvania, Virginia, this _ day
of October, 2011.
Clerk, Board of Supervisors of the County of
Pittsylvania, Virginia
1922653v4
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PresentlAbsent Vote
P81
RESOLUTION OF THE BOARD OF SUPERVISORS
OF THE COUNTY OF PITTSYLVANIA, VIRGINIA
AUTHORIZING A CONTINUING DISCLOSURE AGREEMENT, DISCLOSURE
INFORMATION AND CERTAIN ACTIONS IN CONNECTION WITH A FINANCING
BY THE DANVILLE-PITTSYLVANIA
REGIONAL INDUSTRIAL FACILITY AUTHORITY
The City of Danville, Virginia (the "City") and the County of Pittsylvania,
Virginia (the "County") are members of the Danville-Pittsylvania Regional Industrial Facility
Authority (the "Authority") and are jointly developing an industrial park to be owned by the
Authority in order to attract industries and promote economic development; and
The City and the County desire, in conjunction with the Authority, to finance, as
part of the development of the industrial park, land acquisition and related capital expenditures
(the "Project").
The Authority now proposes to undertake the financing of the Project, including
necessary expenses incidental thereto, by the issuance of its fixed rate bonds in an aggregate
principal amount not to exceed $13,700,000 (the "Bonds").
Rule 15c2-12 (the "Rule"), as promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, requires the underwriter
for publicly-sold obligations, such as the Bonds, to obtain written undertakings from "obligated
persons" (within the meaning of the Rule) to provide certain financial data and information to
Certain entities from time-to-time.
The County, in its role as a member jurisdiction of the Authority, is an obligated
person for purposes of the Rule and, therefore, has been asked to enter into a Continuing
pisclosure Agreement (the "Continuing Disclosure Agreement") to furnish the financial data and
information required by the Rule. The Continuing Disclosure Agreement will be in substantially
the form presented to this meeting of the Board of Supervisors of the County (the "Board").
Further, as a member of the Authority, the County will be asked to provide certain information
contained in an Appendix (the "County Appendix") and provide its audited financial statements
to the Authority for inclusion in an offering document to be circulated to investors in connection
with the offering and sale of the Bonds (the "Preliminary Official Statement").
The Board is willing to enter into the Continuing Disclosure Agreement and to
furnish the information requested for the Preliminary Official Statement including the County
Appendix.
The forms of the Continuing Disclosure Agreement and the County Appendix
have been made available to the members of the Board prior to this meeting and have been filed
with the County's records.
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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA:
1. Authorization of Continuing Disclosure Agreement. The Continuing
Disclosure Agreement is hereby approved in substantially the form made available to the
members of the Boazd prior to this meeting, with such changes, insertions, omissions or
amendments (including, without limitation, changes of the dates thereof and therein) as may be
approved by the Chairman or Vice Chairman of the Board or the County Administrator. The
approval of any such changes, insertions, omissions and amendments shall be evidenced
conclusively by the execution and delivery of the Continuing Disclosure Agreement. The
performance of the County's obligations under the Continuing Disclosure Agreement is
authorized and directed.
2. Execution and Delivery of Continuing Disclosure Agreement. The
Chairman and Vice Chairman of the Boazd and the County Administrator, any of whom may act,
aze each authorized and directed to execute the Continuing Disclosure Agreement on behalf of
the County. The Clerk and Deputy Clerk of the County, either of whom may act, are each
authorized and directed to affix the seal of the County to the Continuing Disclosure Agreement
(if required), attest the seal (if required) and deliver the Continuing Disclosure Agreement to the
other parties thereto.
3. Approval of County Appendix. The County authorizes and approves the
information with respect to the County that is contained in the County Appendix and authorizes
its inclusion in the Preliminary Official Statement and• in the Official Statement in final form that
is to be prepared in connection with the public offering of the Bonds (the "Final Official
Statement"), with such completions, omissions, insertions and changes not inconsistent with this
Resolution as may be approved by the County Administrator or the Director of Finance. The
County Administrator and the County's Director of Finance, either of whom may act, aze
authorized and directed to take whatever actions aze necessary or appropriate to aid in ensuring
compliance with the Rule in connection with the Bonds. The County Administrator and the
County's Director of Finance, either of whom may act, aze authorized, on behalf of the County,
to deem the Preliminary Official Statement and the Final Official Statement, as to information
with respect to the County in the County Appendix or otherwise, to be final as of its date within
the meaning of the Rule. The distribution of the Preliminary Official Statement and the Final
Official Statement shall be conclusive evidence that each has been deemed final, as to
information with respect to the County in the County Appendix or otherwise, as of its date by the
County. The County Administrator and the County's Director of Finance, either of whom may
act, aze each authorized to execute a certificate as of the sale date of the Bonds with respect to the
matters set forth herein and other matters relating to the issuance of the Bonds by the Authority.
4. Further Actions. The Chairman and the Vice Chairman of the Board and
other officers and agents of the County, including the County Administrator and the Finance
Director, aze authorized and directed to take such further actions as they deem necessary
regarding the execution and delivery of the Continuing Disclosure Agreement and the carrying
out of any matters authorized by this Resolution, including, without limitation, the execution and
delivery of any closing documents and certificates with respect to the issuance of the Bonds by
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the Authority. All such actions previously taken by the Chairman or the Vice Chairman of the
Boazd or such officers and agents are hereby approved, ratified and confirmed.
5. Limitation of Liability of Officials of the County. No covenant, condition,
agreement or obligation contained herein shall be deemed to be a covenant, condition, agreement
or obligation of an officer, employee or agent of the County in his or her individual capacity, and
no officer of the County executing the Continuing Disclosure Agreement shall be liable
personally on the Continuing Disclosure Agreement or be subject to any personal liability or
accountability by reason of the execution and delivery thereof.
6. Effective Date. This Resolution shall take effect immediately upon its
adoption.
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CERTIFICATE
The undersigned Clerk of the Board of Supervisors of the County of Pittsylvania, Virginia, does
hereby certify that the foregoing constitutes a true and correct extract from the minutes of a
meeting of the Boazd of Supervisors held on October 18, 2011, and of the whole thereof so far as
applicable to the matters referred to in such extract. I hereby further certify that such meeting was a
regulazly scheduled meeting and that, during the consideration of the foregoing Resolution, a
quorum was present. The vote of the members of the Boazd of Supervisors upon the foregoing
Resolution was as follows:
Member
Tim R. Barber
James Snead
Fred M. Ingram
Coy E. Harville
Marshall A. Ecker
William H. Pritchett
Henry A. Davis, Jr.
Present/Absent Vote
WITNESS Ml' HAND and the seal of the County of Pittsylvania, Virginia, this _ day
of October, 2011.
Clerk, Boazd of Supervisors, County of Pittsylvania,
Virginia
2086619v4
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APPENDIX C
PITTSYLVANIA COUNTY, VIRGINIA
P86
TABLE OF CONTENTS
COUNTY OF PITTSYLVANIA, VIRGINIA .....................................................................................
GENERAL ............................................................................................................................................
COUNTY GOVERNMENT ............................:....................................................................................
LOCAL GOVERNMENT SERVICES ................................................................................................
DEMOGRAPHIC AND ECONOMIC FACTORS .............................................................................
CERTAIN FINANCIAL PROCEDURES ...........................................................................................
GENERAL FUND REVENUES, EXPENDITURES AND TRANSFERS .......................................
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APPF,NDIX C
PITTSYLVANIA COUNTY, VIRGINIA
This Appendix C contains information on llte County of Pittsylvania, Virginia, and its operations and
should be read by purchasers of the Bonds to assist [item in evaluating the general credit of the County. Certain
financial information with respect to the County of Pittsylvania, Virginia, is included in this Appendix C. This
information should be read in connection with the County's financial statements for the fiscal year ended June 30,
2010 which are included in Appendix D, and which together with the notes [hereto should be read in their entirety.
GENERAL
The County of Pittsylvania, Virginia (the "County") was formed in 1767 from Halifax County and assumed
its present boundaries in 1777. The County is the largest county in Virginia, 983 square miles, and has a 2010
population of 63,506. Its southern boundary is the North Carolina state line. The County includes within its
boundaries the City of Danville and the Towns of Chatham, which serves as [he County seat, Gretna and Burt.
Much of the county is rural with population centered around the three Towns (Chatham, Gretna and Hurt) and the
City of Danville, along the U.S. Route 29 and U.S. Route 58 corridors.
In Virginia, cities and counties are independent units of government and do not overlap. The County is,
therefore, autonomous and independent of [he City of Danville.
COUNTY GOVERNMENT
The Board of Supervisors and the County Administrator
The County is governed by the Board of Supervisors (the "Board"), the members of which each serve a
four-year term. The Board has overall administrative and legislative responsibilities including levying county taxes,
appropriating funds, approving and enforcing the County's Comprehensive Plan, which governs land use, making
and enforcing ordinances, and establishing policies and procedures for [he residents of [he County. A Chairman and
Vice-Chairman arc selected by the Board on an annual basis from among the members of the Board. The County
Administrator, who serves at the pleasure of the Board, directs the operations of the County government in
accordance with the policies established by the Board and the Commonwealth of Virginia (the "Commonwealth")
and by Federal law. The Board also appoints other officials to manage governmental agencies, serve as agency staff
and serve on County Boards.
The following are resumes of the members of'[he Board:
Marshall A. Ecker, Staunton River District, was elected on November 6, 2007. Mr. Ecker served 3 years
in the U.S. Army with one year tour of duty in Viet-Nam. He retired from Verizon Telephone Company after 34
years of service. After retirement, he was a school bus driver for Pittsylvania County Schools for 5 years. He
served as an electionjudge for 5 years prior to becoming a member of the Pittsylvania County Board of Supervisors.
He currently serves on the following committees of the Board of Supervisors: Finance/Insurance, Personnel, Solid
Waste, Legislative, Computer/Radio/Telecommunications, and Fire and Rescue. He also serves on [he
Transportation Safety Commission and the Pittsylvania County Service Authority Board. He is a member of Piney
Grove Baptist Church where he has served as a past deacon and Sunday School teacher and is a member of the
Pittsylvania County Historical Society.
William H. Pritchett, Banister District, was elected on November 6, 2007. Mr. Pritchett attended Danville
Community College and Christian Brothers College in Memphis, Tennessee. tic is retired after 25 years with
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Universal Life Insurance Company as a salesman, district manager and advisor. He has served on the Board of
Directors of Piedmont Seniors of Virginia, the Board of Directors of Pittsylvania County Cotmunity Action, the
Pittsylvania County Social Services Board and the Pittsylvania County Economic Development Planning Committee
and has served as Vice-President of Blairs-Dan River Civic League. Mr. Pritchett is Sunday School Superintendent
at Bethel Baptist Church and is a member of the NAACP, the 5th District Voters League and the Pittsylvania
County Voters League.
Coy E. Harville, Westover District, was elected on November 6, 2007. Mr. Harville is retired from
Goodyear Tire & Rubber Company where he worked in the quality technology department. He is the past Chahman
of the Pittsylvania County Service Authority and a past member of the Pittsylvania Economic Development
Organization Board of Directors. He currently serves as the chairman of the Finance/Insurance Committee, the
Property/Building Committee and the Animal Pound Committee. He also serves on the Danville-Pittsylvania
County Regional Industrial Facility Authority, where he has been a past chairman.
James Snead, Dan River District, Vice-Chairman of the Board of Supervisors, was elected on November
6, 2007. A graduate of Dan River High School, Mr. Snead completed a degree in Computer Science Education from
Danville Community College and the IBM School of Data Processing. He was employed 32 years as a certified data
processor for Manning, Perkinson, Floyd & Company, a Danville accounting firm. He has served as International
Director of the West Piedmont Data Processing Management Association. Mr. Snead is currently the
owner/operator of Light's Locksmith in Ringgold, VA. He is a past member of the Pittsylvania County Economic
Development Board as well as past member Danville-Pittsylvania County Regional Industrial Facility Authority.
He is a current member of the Metropolitan Planning Organization and the Agricultural Development Board. He is
a member of Ringgold Baptist Church where he is a Sunday School teacher and a church usher. He also serves as
the Treasurer of the Ringgold Neighborhood Watch Program.
Henry A. Davis, Jr., Chatham-Blairs District was elected on November 6, 2007. A graduate of Cave
Spring High School in Roanoke, VA, Mr. Davis holds a Bachelor of Business Administration degree from the
College of William and Mary and a law degree from Stetson University. He has been practicing law since 1969 and
handles real estate law. He is a member of the Pittsylvania County Bar, Tri-County Re-licensing Committee,
Metropolitan Planning Organization, Sara Title III (LEPC) Committee, and the Danville-Pittsylvania County
Regional Industrial Facility Authority. He has been a past member with the Chatham Chamber of Commerce,
Chatham Jaycees, Chatham Rescue Squad, Chatham Lions Club and Boy Scouts. He is a member of Oakland
United Methodist Church, where he is a Sunday School teacher.
Fred M. Ingram, Callands-Gretna District, was elected on November 6, 2007. Mr. Ingram previously
represented the Staunton River District and has served as a past Chairman and Vice-Chairman of the Board. He
currently serves on the Tri-County Lake Advisory Committee, Tri-County Relicensing Committee, Pittsylvania
County Planning Commission, Transportation Safety Commission and an alternate member of the Danville-
Pittsylvania County Regional Industrial Facility Authority. He is a graduate of Lynchburg College. Mr. Ingram was
employed for over 20 years with Babcock and Wilcox Nuclear Division, serving both in the engineering department
and as the Director of Personnel. He is currently a Gretna restaurant owner and is very active in community
organizations.
Tim R. Barber, Tunstall District, Chairman of the Board of Supervisors, was elected on November 6,
2007. Mr. Barber graduated from Tunstall High School and completed atwo-year automotive program at Danville
Community College. He has been co-owner/operator of Barber Automotive Center for the past 20 years. He is also
owner of a commercial development company, West End Development. He is a member of the Pittsylvania County
Chamber of Commerce and a past member of the Agricultural Development Board. He is a former member of the
boards of [he Sandy River Medical Center and the Brosville Volunteer Fire Department. He is a member of
Westover Baptist Church.
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County Officials
In addition to [he Board and School Board, other elected officials include five (5) constitutional officers:
[he Sheriff, the Clerk of the Circuit Court, the Commonwealth's Attorney, the Treasurer, and the Commissioner of
the Revenue.
The following are resumes of certain officials of the County:
William D. Sleeper was appointed County Administrator in February 2000, for the third time since 1979,
(1979-1988, 1989-1993, 2000-present). Mr. Sleeper left the County in 1988 to serve in the Persian Gulf with Naval
Special Warfare Group One until November 1989 when he resumed to the County. In 1993, Mr. Sleeper went to
Halifax County [o assist it with several govemment transitions, including [he first city to revert to town status and
the first town to turn in its charter, and several major boundary adjustments of [he existing towns. Mr. Sleeper
worked for the City of Newport News for eleven years before coming to Pittsylvania County. Mr. Sleeper has an
Associate Degree in Business Administration from Thomas Nelson Community College, a Bachelor of Science
Degree in Governmental Administation from Christopher Newport University, and a Masters Degree in Public
Administration from Golden Gate University. Mr. Sleeper has also done post-graduate work at Old Dominion
University. Mr. Sleeper has been a member of [he International City/County Managers Association, The National
Association of County Administrators, the American Institute of Planners, the Virginia Local Government Managers
Association, and the Virginia Economic Developers Association for over thirty years. Mr. Sleeper has been listed in
the "Who's Who of Local Government Officials" for over twenty-five years.
Otis S. Hawker was appointed as Assistant County Administrator in 1992. Mr. Hawker has served on two
separate occasions as Interim County Administrator, developing the operating budgets for approval of the Board in
the absence of a County Administrator. Mr. Hawker has served the County since 1985 in the Capacities of Director
of Building and Grounds, Director of Public Works, and assistant County Administrator for Operations.
Kim Van Der Hyde was appointed Director of Finance in November 2000. A graduate of Chatham High
School, Ms. Van Der Hyde received a Bachelor's of Business Administration with a concentration in Accounting
from Radford University. She came to Pittsylvania County in September 1998 as [he County's accountant. Ms. Van
Der Hyde is an active member of Marion Baptist Church where she has served as the church treasurer since 1992.
She is also a member and treasurer of New Song, anon-denominational community choir.
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The School Board
The operation of the public schools in the County is vested in the seven-member Pittsylvania County
School Board (the "School Board"). 7'he members are elected from the seven election districts set up for the
governing body. The local share of the cost of operating the public schools in the County is paid with an
appropriation of [he Board from [he County's general funds. Operations of the School Board, however, are
independent of the Board and [he County administration as prescribed by Virginia law. A superintendent is
appointed by the School Board [o administer [he operations of the County's public schools.
LOCAL GOVERNMENT SERVICES
The County provides a full range of services, including general government administration, judicial
administration, and public safety, public works, health and welfare, education, community development, public
utilities, and parks and recreation. See "Organizational Chart" on the previous page.
The Comprehensive Annual Financial Report and the adopted Budget are issued based upon the activities
managed by the County. Management of such activities is determined by financial interdependency, selection of
governing authority, designation of management, ability to influence operations significantly, and accountability for
fiscal matters. Activities meeting [he preceding criteria include, but are not limited to, genera] operations and
support services of the County, activities of the Industrial Development Authority of the County of Pittsylvania,
Virginia, school operations, water and sewer operations, and community services activities.
General Government Administration
The governing body of the County is the Board which establishes policies for the administration of the
County. See the Section "COUNTY GOVERNMENT" above in Appendix C.
Judicial Administration
The County's Judicial System consists of three courts: Circuit Court, General District Court and Juvenile
and Domestic Relations District Court, the judges of which are elected by the Genera] Assembly of Virginia. Each
Court has a Clerk of Court whose duties pertain to that specific court and include managing court dockets.
The Juvenile and Domestic Relations District Court has original jurisdiction over all juvenile cases
involving dependent, neglected or delinquent children under the age of 18 and living in the County. The Court has
extended jurisdiction of offenses committed against children, a family member or any other situation where the
welfare of a child is at stake.
The General District Court has both civil and criminal jurisdiction and is primarily designed to hear and
determine misdemeanors, civil cases involving amounts of $15,000 and less and preliminary hearings for felonies.
The Circuit Court has original jurisdiction in criminal and civil cases, civil cases involving amounts in
excess of $3,000, appellate jurisdiction in cases appealed from the General District Court or the Juvenile and
Domestic Relations District Court and original jurisdiction in divorce proceedings. The duties of the Circuit Court
are numerous, including the keeping of records of all mortgages, deeds and licenses and the issuance of marriage,
hunting and fishing licenses.
Public Safety
The County's public safety is provided by the Sheriff's Office, the Virginia State Police and the Police
Departments in the three incorporated towns. Each of the five divisions in the Shcrift s Office has numerous
functions including the investigation of criminal activities, highway safety enforcement, and responding to
complaints and calls for service.
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Public Works
Public Utilities. Water systems in the area are owned by the incorporated towns, private developers, the
Pittsylvania County Service Authority (the "Authority") and the City of Danville. The Authority is a separate
incorporated body operated by aseven-member Board of Commissioners independent of the County but appointed
by the Board of Supervisors for four-year staggered terms. Sewer systems in the area are operated by the Ciry of
Danville, the Towns of Gretna and Chatham and the Authority.
Solid Waste Collection and Disposal. The County operates a solid waste recycling system that serves all of
the County and covers a land area of approximately 983 square miles. The County collects approximately 42,000
tons of solid waste per year. Through innovative engineering and investment, the County has developed nineteen
major solid waste recycling centers throughout the County consisting of high compaction 40 cubic yazd open-top
roll-off boxes and individual recycling boxes for aluminum cans and newsprint. Additional recycling facilities will
be added as the system grows.
Sanitary Landfill. The County operates a sanitary landfill for solid waste collection and provides service to
citizens of the County and selected industries by contract. The County has two sections of landfill operation. One
consists of 106 acres, which has been closed and remains protected over its projected life in accordance with
Environmental Protection Agency requirements. The other section is a new expanded section containing 365 acres,
which is designed to have a 100-year life. The County has been meeting all requirements for clay liners, monitoring
wells and engineering reports necessary to ensure that it meets state and federal environmental protection
requirements. The County has been receiving excellent ratings on its current operation from the State Department of
Environmental Quality.
Health and Welfare
There are a vaziety of medical clinics, private physicians, dentists, optometrists, physical therapists and
pharmacists located in the County.
There are also several hospitals and medical facilities within convenient driving distance to the County
The County has twelve all-volunteer rescue squads providing emergency medical care and quick
transportation to a nearby hospital or medical clinic. There is also a private ambulance service, Regional One, that
provides supplemental services to insure all medical emergencies are handled in a timely manner.
There is a major full-service hospital in Danville, Vrginia, as well as two full-service hospitals in
Lynchburg, Virginia. Full-service hospitals are also located in South Boston and m Martinsville. With this number
of hospitals, County residents are no further than 30 minutes from at least one of these facilities.
In addition, there aze three community medical facilities located in the county -- one located in the Town of
Chatham, one located just north of the Town of Chatham and one located in the Tunstall District northwest of the
City of Danville.
Education
The County's public school system is under the jurisdiction of the School Board whose members are
elected directly by County voters. There are seven members of the School Board, all of whom serve four-yeaz
terms.
The School Board appoints a school superintendent for afour-year teen. He serves at the pleasure of the
School Board (as he has no right to contract renewal) and is responsible for the operation of the school system in
accordance with Virginia laws, regulations of the State Board of Education, and the policies and regulations of the
School Board. Based on the recommendation of the Superintendent, the School Board appoints a staff which directs
the school system.
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'the School Board presents an annual budget to the Board of Supervisors. The Board of Supervisors makes
an annual appropriation for school operations, but has no authority over how the appropriation is spent. The
County's school funds are derived primarily from three sources: approximately 67% from state funds, approximately
17% from Federal funds, and approximately 16% from transfers from the County's General Fund.
There are a number of institutions of higher education within commuting distance from the County to the
area surrounding the City of Lynchburg, including Lynchburg College, Randolph-Macon College, Liberty
University and Central Virginia Community College and Sweet Briar College in Amherst County. In addition, two
instimtions are located in the City of Danville: Averett University and Danville Community College.
Past School Enrollment with Number of Schools
Emollment
School Year School Year School Year School Year
2007-2008 2008-2009 2009-2010 2010-2011
Elementary and Middle 6,166 6,158 6,211 6,228
(Grades K-8)
Secondary(Grades9-12) 2,860 2,784 2,769 2,743
TOTAL 9,026 8,942 8,980 8,971
Number of Schools
School Year School Year School Year School Year
2007-2008 2008-2009 2009-2010 2010-2011
Elementary and Middle 14 14 ]4 14
(Grades K-8)
Secondary (Grades 9-12) 4t'~ 4t'~ 4t'~ 4~'t
TOTAL 18 18 18 18
(a) We have one Alternative School and one Career-Technical Center not included in this number.
The students attending these two schools are counted for enrollment at the home school.
Projected School Enrollment with Number of Schools
Enrol Iment
School Year School Year School Year School Year
2011-2012 2012-2013 2013-2014 2014-2015
Elementary and Middle 6,225 6,190 6,114 6,114
(Grades K-8)
Secondary(Grades 9-12) 2,797 2,869 2,966 2,966
TOTAL 9,022 9,059 9,080 9,080
Number of Schools
School Year School Year School Year School Year
2011-2012 2012-2013 2013-2014 2014-2015
Elementary and Middle 14 14 14 14
(Grades K-8)
Secondary (Grades 9-12) 4t'~ 4"I 4"' 4t'~
TOTAL 18 18 18 18
(a) We have one Alternative School and one Career-Technical Center not included in this number.
The smdents attending these two schools are counted for emollment at the home school.
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School Employees by Category
School Year School Year School Year School Year
2007-2008 2008-2009 2009-2010 2010-2011
General Support 103 97 94 81
Pupil Transportation 231 233 231 235
Operations & Maintenance 87 88 87 85
Instruction 966 985 990 969
Facilities 0 0 0 0
Technology 14 14 14 14
Cafeteria 114 114 113 116
TOTAL 1,515 1,531 1,529 1,500
parks, Recreation and Cultural
The County operates a 96-acre park in the northern part of the county. The County also provides public
funds to operate a summer recreation program. Through volunteer help, the County provides support for youth
baseball, youth football, and youth soccer.
Community Development
The County is actively pursuing economic development opportunities in an effort to diversify its economy.
The County and the City of Danville, in conjunction with the Danville-Pittsylvania Regional Industrial Facility
Authority ("Authority"), have worked together to constmct the Institute for Advanced Learning and Reseazch,
which promotes research for, and provide education for employees of high tech businesses. Danville Community
College, Averett University and Virginia Polytechnic Institute and State University utilize the Instituce. The
Tobacco Indemnification and Community Revitalization Commission was instrumental in providing the funding for
this venture, which has proved to be very successful. The Authority recently completed the Cane Creek Centre, a
regional industrial park located in Ringgold, Vrginia and has successful{y located Swedwood, Inc., a Swedish
manufacturer of IKEA furniture in the park. This was the first Swedwood plant open in North America and has the
potential to provide 740jobs for Danville and Pittsylvania County. Currently, there aze 340 individuals employed at
the Swedwood Danville plant. The County has continued its partnership with the City in the development of a Mega
Pazk located off of Route 58 West in the Berry Hill community. Currently, property for this park has been
purchased and the Authority is beginning to concentrate efforts on installing the infrastmcture for the park.
Fire Protection
Fire protection for the County is provided by 21 volunteer fire departments and the U.S. Forestry Service.
There are approximately 500 volunteer fire fighters in the County. Each department has at least one pumper; many
have two or more, plus various other pieces of equipment such as brush trucks, crash trucks, utility trucks and fire
boats. These volunteer units are on call and are dispatched 24 hours a day. These volunteers provide an on-going
program of fire inspection and education.
Public Library
The County operates a public library system originally established in 1938. There are four branch offices
located in Chatham, Brosville Cascade, Gretna and Mt. Herman. The County Public Library also owns a
bookmobile. The County Public Library is staffed with thirteen full-time and twelve part-time employees. There is
also one state certified librarian. Aboard of tmstees who are appointed by the Board of Supervisors operates the
County Public Library.
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DEMOGRAPHIC AND ECONOMIC FACTORS
Transportation
The County provides excellent access to transportation facilities. The County is bisected by U.S. Route 29,
a major north-south route. U.S. Route 58 and State Routes 40, 41, 57 and 260 also run through the County. The
County has an extensive network of secondary roads maintained by the Virginia Department of Highways and
Transportation, covering the County's 983 square miles.
Norfolk Southern Railway serves the County. The County has a main line rail intersection at Hurt.
An airport owned and operated by the City of Danville located just east of the City provides both air and
height and local commuter service for the County.
Population
The County's population increased 2.85% between the census of 2000 and the census of 2010 to a level of
63,506. The County's growth rate is more than that of the Commonwealth's for the same time period.
Population and Rates of Change
Pittsylvan ia County Commonweal th of Virginia
Calendar Year Population %Chanee Population %Chanee
2000 61,745 N/A 7,079,030 N/A
2001 62,000 0.4% 7,196,800 1.7%
2002 62,700 0.2 7,287,800 1.3
2003 61,200 (0.2) 7,364,600 1.1
2004 61,000 (0.3) 7,481,300 1.6
2005 60,895 (0.2) 7,564,327 I.t
2006 61,711 1.3 7,640,244 1.0
2007 61,731 0.0 7,712,091 0.9
2008 61,123 (I.0) 7,769,089 I.0
2009 61,414 0.0 7,882,590 1.4
2010 63,506 3.0 7,737,597 (1.8)
Sources: U.S. Department of Commerce, Bureau of Census: 2000 figures and 2010 figures; Weldon
Cooper Center for Public Service: 2001-2009 Commonwealth of Virginia estimates.
Age Distribution
According to the figures from the 2010 Census, the total population of the County was 63,506. Additional
population data for the County is provided in the Calendar Year 2010 table below.
Calendar Year 2010
Aee Population %otTotal
Less than 5 3,404 5. 6%
5-19 11,369 18. 6
20-24 3,427 5. 5
25-44 15,083 24. 7
45-64 19,022 31 I
65 and over 8 851 14. 5
61, 745 100. 0%
Source: U.S. Department of Commerce, Bureau of Census: 2010 figures.
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Employment Growth and Unemployment Rates
When compared to state and federal unemployment statistics from 2001 through 2010, the County's
average unemployment rate is higher than the state and federal averages by approximately 2.7% and .8%
respectively. The number of residents employed has decreased approximately 5.9% from 2001 to 2010 and the
civilian labor force has decreased approximately 2.3% for the same time period.
Unemployment Rates
Calendar Civilian Residents Residents Pittsylvania Commonwealth United
Year Labor Force Emgloved Unemoloved Count 1 of Vireinia(1) States
2001 32,367 30,474 1,893 5.8% 3.2% 4.7%
2002 32,993 30,683 2,310 7.0 4.2 5.8
2003 33,035 30,882 2,153 6.5 4.1 6.0
2004 32,048 30,067 1,981 6.2 3.7 5.5
2005 31,983 29,969 2,014 6.3 3.5 5.1
2006 31,158 29,474 1,684 5.4 3.0 4.6
2007 31,512 29,726 1,786 5.7 3.0 4.6
2008 31,157 28,953 2,204 7.1 4.0 6.1
2009 32,211 28,806 3,405 10.3 7.2 9.9
2010 31,610 28,674 2,936 9.3 6.6 9.4
Source: U. S. Department of Labor, Bureau of Labor Statistics.
(1) Not seasonally adjusted.
Major Employers for Fiscal Year 2010
The following table illustrates the major employers in the County
Estimated Full-Time
m to er Product or Service Equivalent Emolovment
Pittsylvania County Schools Education 1,500
Unique Industries Manufacturing 400
In[ertape Polymer Pressure Sensitive Tape 300
County of Pittsylvania Government 276
AC Furniture Furniture 150
Yorktowne Industries Cabinetry 170
Columbia Forest Products Paneling/Plywood 280
Swedwood, NA IKEA Furniture 340
Times Fiber Communications Coaxial Cable 176
First Piedmont Corp. Refuse Removal l 17
Ennis Business Forms Business Forms 84
RACO Cabling 100
Owens-Brockway Glass Containers 150
Davenport Energy Oil Company 96
Blait Construction Construction gg
Source: Pittsylvania Coun ty Department of Economic Development.
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Retail Sales
The following table indicates that retail sales in the County have increased both in terms of per capita and
total dollars, reflecting increased income levels and an increase in commercial sales. Overall taxable sales increased
approximately 4.48% and per capita taxable sales increased approximately 2.0% between 2001 and 2010.
Increase % Increase
Fiscal Year Taxable Sales ($000) (Decreasel Per Capita Taxable Sales (Decreasel
2001 $145,923 $2,354
2002 177,428 21.59% 2,830 2023%
2003 162,386 (8.48) 2,653 (6.23)
2004 183,940 13.27 3,015 13.64
2005 152,069 (17.33) 2,497 (17.18)
2006 173,117 13.84 2,805 12.34
2007 191,330 10.52 3,099 10.48
2008 167,800 (12.30) 2,745 (11.42)
2009 157,900 (5.90) 2,571 (6.34)
2010 152,458 (3.45) 2,401 (6.61)
Source: Commonwealth of Virginia, Department of Taxation.
Commercial and Industrial Development
The County has been transitioning from an agricultural economy based on tobacco to a more diversified
economy centered around manufacturing. The County has continued to develop a diverse economy by bringing in
new businesses to replace jobs lost by the decline in the tobacco industry. Currently, more than 18% of the
County's employment is in the manufacturing sector, 10% in retail trade, 9% in construction and 8% in health care.
Tourism
The County has numerous historical sites and a large number of bed and breakfast facilities that promote
County and state history. The County is also a strong supporter of Virginia's racing region with the Martinsville
Speedway located just to the west and Virginia [ntemational Raceway and the South Boston Speedway just to the
east. The County also hosts several nationally recognized Arts and Crafts festivals.
Building Permit Activity
Selected data is presented below to illustrate the level of new construction that has occurred in the County.
As shown in the table, residential constmction has been fairly consistent throughout the ten-year period with housing
values increasing.
Commercial Construction Residential Construction
Number Number
Fiscal Year Of Permits Value of Permits Value
2001 127 $11,426,196 663 $41,711,224
2002 171 61,358,745' 574 38,456,891
2003 164 16,417,361 535 41,312,274
2004 115 7,598,751 466 36,662,842
2005 179 22,050,094 422 39,352,372
2006 174 13,211,538 444 41,936,885
2007 185 36,449,660 377 43,829,257
2008 144 105,076,799` 1,039 43,267,151
2009 122 7,251,3]0 901 38,086,656
2010 153 5,423,044 857 29,676,628
Source: U.S. Department of Commerce, Bureau of Census; Weldon Cooper Center for Public Service
~ $43,884,927 of the increase is due [o constmction of schools with [he proceeds of a bond issuance.
2$59,441,793 of the increase is due to renovation of high schools with the proceeds of a bond issuance.
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Tax Base Data
The County has taxing powers subject to statewide restrictions and tax limits. The data on the following
pages are presented to illustrate the trends and characteristics of [he assessed value of real and personal property and
tax revenue collections which are major sources of County derived revenue.
Assessed Value of Taxable Property
Fiscal Personal Machinery Merchants' Mobile Public Service
Year Real Estate Property And Taols Capital Hames Comoaniest'1 Total
2001 $1,931,115,802 $105,133,968 $34,337,680 $7,481,400 $64,411,620 $186,789,948 $2,329,270,418
2002 2,005,505,135 114,008,509 36,414,890 7,714,640 65,467,280 192,524,6]5 2,421,635,069
2003 2,459,198,245 112,986,792 32,289,430 ]1,285,150 59,105,530 326,980,484 3,001,845,631
20D4 2,510,303,915 118,426,818 33,893,]10 12,783,450 59,872,634 304,244,572 3,039,524,199
2005 2,548,462,609 111,655,846 34,479,460 12,614,550 59,705,300 300,082,626 3,067,000,39]
2006 2,611,570,600 118,411,320 31,222,910 7,285,270 59,329,740 276,384,720 3,104,204,560
20D7 3,283,464,100 124,122,610 31,212,500 14,007,680 52,996,310 319,260,819 3,825,064,019
2008 3,340,200,900 126,995,535 30,406,175 14,075,345 53,156,985 303,006,203 3,867,841,143
2009 3,441,025,740 116,284,250 27,960,420 10,958,360 53,850,620 279,532,952 3,929,612,342
2010 3,658,961,545 111,212,898 30,661,671 8,358,600 46,670,090 302,840,801 4,]58,705,604
"' Includes Public Service Corporation Real Estate and Personal Property.
Source: Pittsylvania County Audited Financial Statements, Yeaz Ended June 3Q 2010.
Tax Rates Per $100 Assessed Value
The following table shows the historic tax rates for the County since 2001.
Fiscal Real Personal Machinery Merchants Mobile Generating
Year Estatel'1 Progertv And Tools Genital Homes Equipment al
2001 $0.60 $7.25 $4.50 $2.75 $0.60 NA
2002 0.60 7.25 4.50 2.75 0.60 NA
2003 0.55 7.25 4.50 2.75 0.55 $0.45
2004 0.55 7.25 4.50 2.75 0.55 0.45
2005 0.55 7.25 4.50 2.75 0.55 0.45
2006 0.57 7.75 4.50 2.75 0.57 0.55
2007 0.50 7.75 4.50 2.75 0.50 0.48
2008 O.S3 7.75 4.50 2.75 0.53 0.53
2009 .53/.56 7.75/8.5 4.50 2.75 .53/.56 .53/.56
2010 .56/.52 8.50 4.50 2.75 .56/.52 .56/.52
(l) Real estate assessment at 100% of value.
(2) Included as part of Public Service Corporations in other schedules.
Source: Pittsylvania County Audited Financia] Statements, Year Ended June 30, 2010.
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Property Tax Levies and Collections
The following table illustrates the County's total tax levies and collections. The County's land use taxation
plan for agricultural and similar purposes permits a portion of the taxes assessed against real property to not be paid
but treated as delinquent. If the property continues to be qualified for asix-year period, the tax for the earliest year
in the period is forgiven. if the property ceases to be qualified, the delinquent tax becomes due and payable.
Percent of Percent of
Current Percent Delinquent Total Tax Outstanding Delinquent
Fiscal Total Tax1~l of Levy Tax1~l Total Tax1~1 Collections Delinquent Taxes to
Year Tax Levv Collections Collected Collections Collections to Taz Levv Tazes133 Tax Levv
2001 $22,522,164 $21,317,840 94.65% $538,756 $21,856,596 97.04% $3,178.252 14.11%
2002 23,727,511 22,151,780 93.36 1,102,939 23,254,719 98.01 3,416,770 14.40
2003 25,574,656 24,176,353 94.53 633,949 24,810,302 97.01 3,148,322 12.31
2004 26,189,167 24,800,704 94.70 965,446 25,766,150 98.38 3,105,388 II.86
2005 25,825,295 24,583,223 95.19 910,357 25,493,580 98.72 3,274,117 12.68
2006 27,550,647 25,301,243 91.84 I,?44,080 26,545,323 96.35 3,890,053 14.12
200713) 42,906,728 40,904,736 95.33 1,372,240 42,276,976 98.53 5,442,012 12.68
2008 30,622,788 29,287,616 95.64 995,228 30,282,844 98.89 5,162,664 16.86
2009 32,080,815 31,031,751 96.73 I,OSS,R73 32,087,624 100.02 6,093,598 18.99
2010 31,940,215 30,753,521 96.28 2,000,871 32,754,392 102.55 4,372,838 13.69
"~ Exclusive of penalties and interest.
t'1 Current tax collections include amounts reimbursed under PPTRA.
131 Fiscal year 2006-07 was [he first time [he County started twice a year collections for property
taxes; as such, the tax levy increased significantly.
Source: Pittsylvania County Audited Financial Statements, Year Ended June 30, 2010
Ten Largest Taxpayers
Fiscal Year 2010
The following table shows th e ten largest taxpayers for the Coun ty during Fiscal Year 2010.
Percentage
2010 Assessed of Total
Taxoaver Tvpe of Business Valuation Assessed Valuation
Virginia Electric & Power Co. Electric Utility 101,266,429 2.45
Appalachian Power Company Electric Utility 64,969,566 1.57
Swedwood Manufacturer 30,812,110 .75
Transcontinental Gas Pipeline Gas Utility 22,552,225 .55
Colonial Pipeline Gas Utility 19,976,267 48
Mecklenburg Electric Coop. Electric Utility 17,795,599 .43
Norfolk Southern Railway Railway I6, 111, 114 .39
Owens Brockway Manufacturer 11,540,810 .27
York[owne Cabinetry Manufacturer 8,770,000 .21
DanChem Technologies Manufacturer 4.097.440 .10
Total Top Ten Tax Payers $297,891,560 Z24%
Source: Pittsylvania County Commissioner of the Revenue.
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Debt Administration
All general obligation bonds of the County are secured by the full faith and credit of the County. The
County's general obligation bonds which have been publicly sold are rated "A+" by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. An explanation of the significance of such ratings may be
obtained from the rating agencies furnishing them. The County has complied with all significant revenue bond
covenants and has never defaulted on any of its general obligation indebtedness. The Board's approval of debt
funding is subject to its authorization limits as stated in the Code of Virginia and Virginia Constitution. The process
of debt funding begins with the County's proposed capital improvements plan which is updated each year in
conjunction with the budget. Any anticipated debt service of the capital improvements plan is designed to have
minimal impact on the General Fund balance and not produce wide fluctuations of annual debt service requirements.
The County is empowered to issue long-term debt for any project which would serve the residents of the
County. The County has no legal debt margin requirement. Any issuance of general obligation bonded debt, except
State Literary Fund loans and Virginia Public School Authority bonds, must be approved by a voting majority of the
qualified voters through a public referendum. Revenue bonds, which are secured solely by the revenues of a system
for which the bonds are issued, may be issued by the adoption of a resolution by the Board and generally do not
require a public referendum.
The County's Financial Management Policies adopted on May 2, 1994 incorporate the following debt
management guidelines:
I. All outstanding debt shall not exceed 3% of the estimated mazket value of all taxable real property; and
2. General Fund Debt Service expenditures shall not exceed 10% of General Fund Revenues.
Bonds and notes issued by the Industrial Development Authority of Pittsylvania County, Virginia under the
Industrial Development and Revenue Bond Act are limited obligations of the Authority to be repaid solely from the
revenues and receipts derived from the projects funded with such bonds and notes.
Debt Administration
Detailed below is an estimate of long-term liability transactions of the County as of June 30, 2009, and
June 30, 2010.
Primary Government
Balance Balance
June 30, 2009 Issuances Retirements June 30,
2010
General Obligation Bonds and Notes $92,629,636 $12,485,000 $(14,700,654) $90,413,982
Loan anticipation note 20,000,000 20,090,000 (20,000,000) 20,090,000
Loan revenue note 3,884,462 - (367,217) 3,517,245
Deferred Amounts
Bond Premiums 809,256 1,390,581 (120,697) 2,079,140
On Refunding (363,837) (769,569) 63,754 (1,069,652)
Bond discounts (168,355) - 8,017 (160,338)
Lease Purchase Agreements 4,259,151 515,563 (1,549,645) 3,225,069
OPEB liability 139,000 189,000 (50,000) 278,000
Landfill Closure(Postclosure Liability 2,150,044 I,S67,537 - 3,717,581
irompensated Absences 1,053.776 764.075 790 332 1.027,5]9
Total 124,393,133 $ 36,232,187 $(37,506,774) 123,118,546
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Discretely Presented Component Unit-School Board Indebtedness
Balance Balance
June 30.2009 Issuances Retirements June 30, 2010
Early Retirement Incentive Program* $6,465,863
OPEB Liability 271,000 714,000 (415,000) 570,000
Compensated Absences 1,838 870 1.250,b65 {1,379.1521 1,710,383
Total $8,575,733 $ L964,665 $(1,794,152) 2,280,383
Source: Pittsylvania County Audited Financial Statements, Year Ended June 30, 2010. *Early Retirement
Incentive Program was removed in 2010 and is no longer listed as a liability to the schools
As shown on the following table, the County has maintained favorable ratios of net general bonded debt to
assessed value, per capita and Net General Bonded Debt Service to General Government Expenditures. Current
adopted debt policy ratios are: Ratio of outstanding debt to assessed value of all taxable real property should not
exceed 3.0%, and General Fund Debt Service expenditures shall not exceed 10% of General Fund Revenues.
Ratio of Net
Assessed General Bonded Net General
Fiscal Value (in Gross Debt to Bonded Debt
Year Population"' thousands) Bonded DebttZt Assessed Value Per Capita
2001 61,745 $2,329,270 $65,262,920 2.80% $1,057
2002 61,745 2,421,635 64,834,504 2.68 1,050
2003 61,745 3,001,846 68,775,935 2.29 1,114
2004 61,745 3,036,524 66,116,252 2.18 1,071
2005 61,745 3,067,000 58,888,579 1.92 954
2006 61,745 3,104,205 57,958,492 1.87 939
2007 61,745 3,825,064 54,194,748 1.42 878
2008 61,745 3,867,841 60,326,400 1.56 977
2009 61,745 3,929,612 116,514,098 2.97 1,887
2010 6(,745 4,158,706 114,021,227 2.74 1,847
Source: Pittsylvania County Audited Financial Statements, Year Ended June 30, 2010.
(0 Bureau of Census.
tz> Includes all long-term general obligation and revenue bonded debt, bonded anticipation notes and
literary fund loans. Excludes lease purchase agreements, landfill closure/post-closure care liability and compensated
absences.
CERTAIN FINANCIAL PROCEDURES
Accounting System and Eludgetary Control
The County's accounting records for general governmental operations are maintained on a modified accrual
basis, with revenues being recorded when available and measurable, and expenditures being recorded when the
services or goods are received and the liabilities incurred. Certain revenues such as property taxes, sales taxes, and
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intergovernmental revenues, being measurable and available, are accrued m the general governmental operations.
Accounting records for the County's proprietary funds are being maintained on the accrual basis.
In developing and evaluating the County's accounting system, consideration is given to the adequacy of
internal accounting controls. Intemal accounting controls are designed to provide reasonable, but not absolute,
assurance regarding (1) the safeguarding of assets against loss from unauthorized use or disposition and (2) the
reliability of financial records for preparing financial statements and maintaining accountability for assets. The
concept of reasonable assurance recognizes that (1) the cost of a control should not exceed the benefits likely to be
derived and (2) the evaluation of costs and benefits requves estimates and judgments by management. All internal
control evaluations occur within the above framework.
Administrative budgetary control is maintained within the activity at the line item level of expenditure by
the encumbrance of estimated purchase orders prior to the release of purchase orders to vendors. Purchase orders or
contracts which result in an over commitment of the department's budgetary authority are not released until
additional appropriations have been made available. Year-end open encumbrances are reported as reservations of
fund balances and reappropriated in the succeeding year.
Basis of Presentation -Fund Accounting
The accounts of the County are organized on the basis of funds and account groups, each of which is
considered to be a separate accounting entity. Each fund is a separate set ofself-balancing accounts that consists of
assets, liabilities, fund equity, revenues and expenditures or expenses. Account groups are used to establish
accounting control over certain assets and liabilities that are not recorded in funds. The various funds and account
groups are grouped in the financial statements as follows:
Govemmental Funds -Govemmental account for expendable financial resources, other than those
accounCed for in Proprietary and Similar Trust Funds. The Governmental measurement focus is on determination of
financial position and changes in financial position, rather than upon net income determination. The individual
Governmental Funds are:
General Fund -The General Fund is the general operating fund of the County. All general tax
revenues and other receipts that are not allocated by law or other contractual agreement to another
fund are accounted for in this fund.
Special Revenue Funds -Special Revenue Fund accounts are used for the proceeds of specific
revenue sources that are legally restricted to expenditure for specified purposes. Special Revenue
Funds consist of the School Operating Fund, School Trigon Health Care Fund, Asset Forfeiture
Fund, Commonwealth's Attorney forfeiture Fund, Animal Friendly Plates Fund, Grants Fund,
Work Force Investment Act Fund, Law Library Fund, Library Gifts Fund, Courthouse
Maintenance Fund, Jail Operating fund, Jail Processing Fund, Courthouse Security Fund,
Industrial Development Fund, Cyclical Industrial Development Fund, Debt Reserve Fund,
Pittsylvania County Employee Health Fund.
Capital Project Funds -Capital Project Funds account for financial resources to be used for the
acquisition or construction of major capital facilities, other than those financed by proprietary
funds. Capital Project Funds consist of the Social Services Construction Fund and School
Construction Fund.
Proprietary Funds -Proprietary funds account For operations that are financed in a manner similar to private
business enterprises. The measurement focus is upon determination of net income, financial position and cash flow.
Proprietary Funds consist of the Internal Service Funds.
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Intemal Service Funds -Intemal Service Funds account for the financing of goods or services
provided by one department or agency to other departments or agencies of the County government.
Intemal Service Funds consist of the Central Stores Fund and the Self-Health Insurance Fund.
Fiduciary Funds -Fiduciary Funds account for assets held by the County in a trustee capacity or as an agent
or custodian for individuals, private organizations, other governmental units, or other funds. The County's
Fiduciary Funds consist of the Special Welfare, Cash Bond, Local Sales Tax and Sheriff s Inmate Trust and Canteen
Account funds.
Account Groups -The account groups are used to establish accounting control and accountability for the
general long-term debt and the general fixed assets of the County. The County's account groups are:
General Long: term Deb[ Account Grovo -This account group establishes accounting control and
accountability for the outstanding principal balances of the general obligation bonds and other long-
term liabilities backed by the County's full faith and credit, other than those accounted for in the
proprietary funds.
General Fixed Assets Account Groun -This account group establishes accounting control and
accountability for all fixed assets of the County, other than those accounted for in the proprietary
funds.
Annual Financial Statements
The County is required under Virginia law to have an annual audit of its financial records performed by an
independent certified public accountant. The most recently completed examination, which was for the fiscal year
ended ]une 30, 2010, was performed by Robinson, Farmer, Cox Associates, and is included in Appendix D "Audited
Financial Statements for Pittsylvania County, Virginia."
The County's annual financial statements are available for inspection at the office of the County
Administrator, County Courthouse, Chatham, Virginia 24531.
Budgetary Procedure
Virginia law requires the County to adopt a balanced budget in each fiscal year. Prior to the beginning of
each fiscal year, the Board adopts a fiscal plan consisting of contemplated expenditures and estimated revenues for
such fiscal year. On the basis of the approved fiscal plan, the Board appropriates funds for the expenditures and
establishes tax rates sufficient to produce the revenues contemplated in the fiscal plan.
The annual budgeting process for a fiscal year begins in the second quarter of the previous fiscal year with
the issuance of pertinent guidelines by the County Administrator to all department heads and other key officials. All
officials submit their requests early in the third quarter after which meetings are held with the County Administrator
and his staffto discuss these requests.
The County Administrator then submits his recommended budget plan to the Board in mid-Febmary
including such tax rates as are necessary to generate the revenues needed [o meet expenditures reflected in [his
proposed budget. The Board holds a public hearing and work sessions as necessary before deliberating on a final
adopted budget. Final tax rates are then adopted to provide the necessary revenues for annual appropriations from this
adopted budget.
During the second half of the fiscal year, quarterly financial reports are prepared by the Department of
Finance and presented to [he Board. "These reports provide balance sheets for [he County's major operating funds
along with summarized reports of revenues and expenditures. A written analysis is also included highlighting any
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major considerations which need to be addressed regarding revenues, expenditures, cash flow, and other balance sheet
items.
The County's annual adopted budgets are available for inspection at the office of [he County Administrator.
GENERAL FUND REVENUES, EXPENDITURES AND TRANSFERS
The General Fund is maintained by the County to account for revenue derived from County-wide ad valorem
taxes, other local taxes, licenses, fees, permits, charges for services, certain revenue from the federal and state
governments. General Fund expenditures and transfers include the costs of general County government, transfers to
the School Fund to pay the local share of operating the public school system and debt service on school related debt,
and transfers to the Capital Projects Fund.
The following is a discussion of the General Fund revenue structure and major classifications of General
Fund Disbursements. See Appendix D "Audited Financial Statements for Pittsylvania County, Virginia" for a detailed
statement of General Fund revenues and expenditures for the fiscal year ended June 30, 2010.
Revennes
General Property Taxes - An annual ad vo(orem tax is levied by the County on the assessed value of real and
tangible property located within the County. The ratio of the assessed value of property to its appraised value is
currently 100% in the case of real property and vazies for the several classes of personal property but generally is
100%. Real property taxes are due in two equal installments. The first installment of 50% of the tax is due on June 5
and the second installment of the remaining 50% is due on December 5. All other property taxes are also due in the
same manner. There is no limit at the present time on the property tax rates, which are established by the County.
Other Local Taxes -The County levies vazious other local taxes, including a l°lo local sales tax (collected 6y
the Commonwealth and remitted to the County), an automobile license tax, a 4% meals tax, a tax on consumer utility
bills, property transfer recordation tax and a communications tax collected by the Commonwealth of Virginia and
remitted to the County.
Revenues from the State and U. S. Federal Government -The County is reimbursed by the Commonwealth
for a portion of shared expenses including certain expenditures for social services, the Sheriffs Office, Courts,
Commonwealth's Attorney, and other constitutional officers. Additionally, the County receives a share of the net
profits from the State Alcoholic Beverage Control Board's liquor sales. The State eliminated the county's receipt of
liquor sales for Fiscal Year 2009. The County also receives a significant amount of additional State Aid in support of
public school operations, which are credited directly to the School Operating, Cafeteria, and Textbook Funds. These
revenues, therefore, do not appear as part of the General Fund.
Other Revenues and Other Sources -Other sources of revenue for the General Fund are composed primarily
of service charges and fees as well as interest on investments.
Expenditures and Transfers
The following is a discussion of the major classification of Genera] Fund expenditures and transfers.
Transfer to School Fund -The County transfers money from the General Fund to the School Fund to pay the
County's share of the cost of operating public schools as well as debt service on school related debt. This transfer
represented 17% of total disbursements for the General Fund in the fiscal year ended June 30, 2010, and 12% of total
revenues of the School Fund. The principal sources of other revenues credited directly to the School Fund are revenue
from the Commonwealth and federal government and revenue derived locally from charges to students.
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Costs of General County Government -The County pays from the General Fund the costs of general County
government. These costs include expenditures for general government administration, judicial administration, public
safety, public works, health and welfare, community development, and parks, recreation, and cultural. This
classification represented 66% of total General Fund disbursements in the fiscal year ended June 30, 2010.
Transfer [o Capital Project Fund -The County transfers from the General Fund to [he Capital Project Fund
amounts sufficient to fund various capital projects. Transfers to the Capital Project Fund represented 2% of total
General Fund disbursements in the fiscal year ended June 30, 2010.
Other Expenditures and Other Uses -This category represents debt service and the General Fund funding of
school construction projects, Community Services Fund, and Comprehensive Services Fund. This classification
represented 17% of the total General Fund disbursements in the fiscal year ended June 30, 2010.
Three-Year Summary of General and
Component Unit School Board Funds
Revenues and Expenditures
(In Thousands)t~1i~1
Fiscal Fiscal Fiscal
Year 2008 Year 2009 Year 2010
Revenues
General property taxes $26,649 $28,538 $29,247
Other local taxes 7,748 8,305 6,414
Permits, fees and licenses 228 188 179
Fines and forfeitures 60 77 167
Use of money and property I,S92 727 740
Charges for services 2,807 2,778 2,802
Intergovernmental 84,516 90,594 94,102
Other 2 018 l 661 2 247
Total Revenues $125,618 $132,868 135,898
Expenditures:
General Government
Administration $2,541 $3,138 $3,150
Judicial Administration 1,564 1,611 1,536
Public Safety 12,810 13,688 14,1OS
Public Works 3,475 3,868 3,635
Health and Welfare 11,856 12,860 13,413
Education 80,580 85,601 82,203
Parks, Recreation and
Cultural 1,118 1,102 1,117
Community Development 3,635 2,574 3,631
Non-Departmental 10 14 8
Debt Service 8,429 8.912 10,609
Total Expenditures $126,018 $133,368 $133,407
Excess Revenues
over Expenditures ($400) ($500) $2,491
Total figures may not reFlect sum of letter figures due to rounding.
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tz> Excludes capital projects.
Source: Pittsylvania County Audited Financial Statements, Year Ended June 30, 2008-2010.
Adopted Fiscal Year 2010, 2011, and 2012 Annual Budgets
The following table presents the County's adopted fiscal years 2010, 201 I and 2012 budgets. The fiscal year
2010 budget was adopted on April 6, 2009, the fiscal year 201 I budget was adopted on May I8, 2010 and the fiscal
year 2012 budget was adopted on May 2, 201 1.
Annual Budgets for General Fund, Special Revenue and
Component Unit School Board Funds
Revenues:
Local Funds
State Funds
Federal Funds
Bond Funds
Loan Proceeds
CIP Carryover
Carryover
Cafeteria Carryover
Use of fund balance/prior year surplus
Transfers
Total revenues
Expenditures:
General Government
Judicial Admin.
Public Safety
Health Depart./Social Services
Public Works
Education
Parks, Recreation and Cultural
Grants
Community Development
Capital Projects
Debt Service
M isc/Non-Departmental
Transfers
Total expenditures
Excess revenues over (under)
Expenditures
Net transfers to other funds
Net Change
Fiscal Year Fiscal Year Fiscal Year
2009-2010 2010-2011 2011-2012
$41,590,201 $41,603,752 $42,531,082
90,457,026 82,444,501 81,998,846
19,129,724 19,311,054 16,652,502
0 6,200,000 2,368,862
57,721,376 3,000,000 42,539,000
3,198,324 811,869 830,450
0 708,256 1,387,984
193,202 0 0
55,500 182,089 0
14.843.823 17, 557,83 7 18.213.400
$227,189,176 $171,819,358 $206,522,126
$3,272,974 $2,570,068 $2,900,947
I ,462,802 1,405,879 1,445,559
12,745,185 12,953,899 13,407,527
]4,315,092 15,708,299 14,533,843
2,895,253 2,803,079 2,889,652
89,296,905 82,656,266 83,691,808
932,327 945,397 1,170,464
8,620,318 8,348,099 5,488,920
9,759,896 7,755,682 8,377,992
58,651,794 10,071,536 43,664,250
10,270,751 8,921,261 10,615, 708
122,056 122,056 122,056
14.843.823 17.557,837 18.213.400
$227,189,176 $171,819,358 $206,522,126
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Proposed Capital Improvements Plan
The following table presents the County's Capital Improvements Plan for fiscal years 2011 through 201 S.
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
2010-2011 2011-2012 2012-20]3 2013-2014 2014-2015
Summary by Function
General Gov. Administration $ 2,914,000 420,000 $ 700,000 $ !,350,000 $2,000,000
Judicial Administration 3,000,000~D 7,000,OOOt~1 7,SOQ,000~~1 7,SOQ,000I~1
Public Safety 2,230,000t2j 8,27Q,000I~1 7,000,OOO~~1 -
Public Works 2,050,000['1 3,255,000['1 505,000 470,000 375,000
Health & Welfare - - - -
Education 3,700,000j41 - - -
Parks. Recreation & Cultural - - - -
Community Development 1,450,000 3,515,000 2,050,000 400,000 5,000,000
Public Utilities 233 500 3.989,268 5,197,690 1.513-037 335.000
Total by Function $15,577,500 $26,449,268 $22,952,690 $11,233,037 $7,710,000
Summary of Funding Sources:
General Fund $3,643,500 $3,924,268 $3,702,690 $2,433,037 $1,210,000
Debt Financing 8,910,000 18,040,000 15,000,000 8,500,000 2,000,000
Cash Proffers 0 0 0 0 0
Other Sources 3,024 000 4,485.000 4.250.000 300 000 4.500,000
Total Funding Sources $15,577,500 $26,449,268 $22,952,690 $I 1,233,037 $7,710,000
"~ Includes new debt funding for a new Jail at the Old Camp 15 site
~s1 Includes E-91 I Upgrade
131 Includes Landfill Bonds
I41(ncludes High School Renovations
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Prepared by:
Suzanne S. Long
McGuireWoods LLP
One James Center
Richmond, Virginia 23219
Tax Parcel No.:
LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT
THIS LEASEHOLD DEED OF TRUST ANll SECURITY AGREEMENT ("Deed of
Trust"), dated as of November 1, 2011, is made between the VIRGINIA RESOURCES
AUTHORITY, a public body corporate and a political subdivision of the Commonwealth of
Virginia ("VRA"), and PATRICIA A. WELLING, a resident of the County of Chesterfield,
Virginia whose address is 1021 East Cary Street, 18th Floor, Richmond, Virginia 23219,
Attention: Corporate Trust Services, and ERIC RODRIGUEZ, a resident of the County of
Goochland, Virginia, whose address is 1021 East Cary Street, 18th Floor, Richmond, Virginia
23219, Attention: Corporate Trust Services, as trustees (collectively, the "Deed of Trust
Trustee").
VRA will issue a portion of its Infrastructure and State Moral Obligation Revenue Bonds
(Virginia Pooled Financing Program), Series 2011B issued in the aggregate principal amount of
$ (the "Bonds") to assist the County of Pittsylvania, Virginia (the "County") with the
financing of (i) the construction, renovation and improvement of Cell B of Phase II of the Local
Government's municipal landfill, (ii) the purchase of a solid waste compactor, and (iii) expenses
related thereto and issuance costs in connection therewith.
VRA and the County will enter into the Prime Lease dated as of November 1, 2011 (the
"Lease"), between VRA and the County pursuant to which VRA will acquire a leasehold interest
in the real estate described in Exhibit A attached hereto and the structures and improvements
now or hereafrer located therein or situated thereon (the "Real Estate"). VRA will lease the Real
Estate to the County pursuant to the Local Lease Acquisition Agreement and Financing Lease,
dated as of October 15, 2011 ("Financing Lease") between VRA and the County. The Bonds
will be issued pursuant to a Master Indenture of Trust, dated as of December 1, 2003, as
previously supplemented and amended and as further supplemented by a Twentieth
Supplemental Series Indenture of Trust, dated as of November 1, 2011 (collectively, the
"Indenture"), both between VRA and U.S. Bank National Association, as trustee (the "Trustee").
VRA has agreed to assign to the Trustee as security for the Bonds all of its right, title and interest
in and to the Lease and the Financing Lease (collectively, the "Basic Documents").
THIS DEED OF TRUST IS EXEMPT FROM RECORDING TAXES UNDER
SECTION 58.1-811 OF THE CODE OF VIRGINIA OF 1950, AS AMENDED.
NOW, THF,REFORE, to secure the payment of the Bonds in accordance with the terms
and conditions thereof and of the Basic Documents and the performance of the covenants and
agreements contained herein and in the Bonds and the other Basic Documents and in all other
instruments securing the Bonds (collectively, the "Obligations"), il' any, that may now or
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hereafter become owing from VRA to the Trustee, and in consideration of One Dollar ($1.00) in
hand paid, receipt of which is hereby acknowledged, VRA does hereby grant, convey and assign,
with special warranty of title, unto the Deed of Trust Trustee, its successors and assigns forever,
that certain leasehold interest in the Real Estate created by and described in the Financing Lease
which has heretofore been recorded in the Clerk's Office, Circuit Court, County of Pittsylvania,
Virginia, including all right, title and interest it now has or may hereafter have in the Real Estate,
in trust, to secure for the Trustee the payment of all amounts due under and the performance by
VRA of its Obligations. VRA also grants to the Trustee, its successors and assigns, to secure the
Obligations, a security interest in all of the right, title and interest of VRA in and to the Property
(as hereinafter defined) except as described in Section 9 hereof. The leasehold estate created by
the Financing Lease together with VRA's interest in the following described property, rights and
interests aze collectively referred to herein as the "Property":
(i) All buildings, structures and improvements now or hereafer constructed on the
Real Estate and all materials intended for construction, reconstruction, alteration and repair of
such buildings, structures and improvements which shall be deemed to be included in the
Property immediately upon delivery thereof to the Real Estate.
(ii) All the easements, rights of way and appurtenances thereunto belonging or in any
way appertaining, and the reversion or reversions, remainder and remainders, rents, issue and
profits thereof; and also all the estate, right, title, interest, property, claim and demand
whatsoever of VRA of, in and to the same and of, in and to every part and parcel thereof.
(iii) All right, title and interest of VRA, if any, in and to the land lying in the bed of
any street, road, avenue or alley, opened or proposed, in front of or adjoining the Real Estate.
(iv) All fixtures, machinery, equipment, furnishings and personal property now owned
or hereafter acquired by VRA or the County with proceeds of the Bonds and used in connection
with the Real Estate, including, but not limited to, heating, refrigerating, air conditioning,
electrical, gas and lighting equipment and systems, boilers, piping and plumbing fixtures, fire
prevention and sprinkling equipment and systems, security systems and other property related to
the operation and maintenance of the improvements on the Real Estate, together with all
modifications and substitutions therefor and proceeds therefrom (whether cash or otherwise).
(v) All awards or payments, including interest thereon, and the right to receive the
sarne, that may be made with respect to the Property as a result of (a) the exercise of the right of
eminent domain or deed in lieu thereof, (b) the alteration of the grade of any street, or (c) any
other injury to or decrease in the value of the Property, to the extent of all amounts which may be
secured by this Deed of Trust at the date of receipt of any such award or payment by the Trustee
and to the extent of the reasonable counsel fees, costs and disbursements incurred by the Trustee
in connection with the collection of such award or payment. VRA agrees to execute and deliver,
from time to time, such further instruments as may be requested by the Trustee to confirm the
assignment to the Trustee of any such award or payment.
(vi) All modifications and substitutions for, and all proceeds from, the Property,
including, without limitation, all insurance proceeds and condemnation awards payable as a
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result of the loss or damage to, or the taking by eminent domain of, all or any part of the
Property.
(vii) All leases of or relating to the Property and all rents, incomes and profits arising
from the Property, provided that this assignment shall not impose on the Deed of Trust Trustee
or the Trustee any obligations of the lessor under such leases.
All capitalized terms not otherwise defined herein shall have the same meaning as set
forth in Article I of the Financing Lease.
1. GENERAL COVENANTS. (a) VRA shall cause to be paid all amounts due under
the Bonds and shall perform all covenants, conditions and agreements of VRA contained in the
Bonds and the Basic Documents. VRA acknowledges that the Financing Lease contains certain
covenants by the County with respect to the Real Estate which are binding on successors in
interest in the Real Estate and which include matters relating to maintenance, repair, insurance,
taxes, damage and destruction with respect to the Real Estate. The provisions of the Financing
Lease are incorporated by reference in this Deed of Trust.
(b) VRA represents, warrants, covenants and agrees that this Deed of Trust is
lawfully executed and delivered in conformity with the Financing Lease and the Indenture.
2. LEASE. VRA represents, warrants, covenants and agrees that:
(a) VRA will promptly perform and observe all of the terms, covenants and
conditions required to be performed and observed by VRA under the Financing Lease and the
Lease, within the periods as are provided therein, and will do all things necessary to preserve and
to keep unimpaired their rights under the Lease and the Financing Lease.
(b) VRA will promptly notify the Trustee in writing of any default by the
County in the performance or observance of any of the terms, covenants, or conditions on the
part of the County to he performed or observed under the Financing Lease or the Lease.
(c) VRA will (i) promptly notify the Trustee in writing of the receipt by VRA
of any notice from the County noting or claiming any default by VRA or the County in the
performance or observance of any of the terms, covenants, or conditions to be performed or
observed under the Financing Lease or the Lease; (ii) promptly notify the Trustee in writing of
the receipt by VRA of any notice from the County to VRA of termination of the Financing Lease
or the Lease pursuant to the provisions of the Financing Lease or the Lease; and (iii) promptly
cause a copy of each such notice received by VRA from the County to be delivered to the
Trustee.
(d) VRA will not, without the prior written consent of the Trustee, make any
election under, cancel, terminate, modify or surrender or suffer or permit any termination,
modification or surrender of the Financing Lease or the Lease or waive or rescind any prior
action therein made.
(e) VRA will execute and deliver, on request of the Trustee, such instruments
as the Trustee may deem useful or required to permit the "I rustee to cure any default under the
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Financing Lease or the Lease or permit the Trustee to take such other action as the Trustee
considers desirable to cure or remedy the matter in default and preserve the interest of the
Trustee in the Property.
The generality of the provisions of this paragraph relating to the Financing Lease and the
Lease are not limited by other provisions of this Deed of Trust setting forth particular obligations
of VRA which are also required of VRA under the Financing Lease or the Lease. The rights
granted and remedies available to the Trustee under this Deed of Trust are separate and
cumulative of any and all rights granted and available to the Trustee under the Financing Lease
or the Lease.
3. NO MERGER. So long as any of the obligations secured by this Deed of Trust
remain unpaid, unless the Trustee otherwise consents in writing, the fee title to and the leasehold
estate in the leasehold premises demised under the Financing Lease and the Lease will not
merge, but always will be kept separate and distinct, notwithstanding the union of such estates in
the County or VRA, or in a third party, by purchase or otherwise.
4. REMEDIES ON DEFAULT OR ACCELERATION. Upon the occurrence and
continuation of an Event of Default (as defined in any of the Basic Documents), the Trustee may,
subject to the terms of the Indenture:
(a) Have access to and inspect, examine and make copies of VRA's books,
records and accounts pertaining to the Property;
(b) Exercise any of the rights of the Trustee under this Deed of Trust or the
other Basic Documents; and
(c) Take whatever action at law or in equity which appears necessary or
desirable to collect the amounts then due and to become due or to enforce observance or
performance of the Obligations.
Whenever an Event of Default has occurred and is continuing, or whenever there is a
failure by the County to appropriate moneys to make Rental Payments under the Financing
Lease, and if and as directed by the Trustee, the Deed of Trust Trustee shall execute the trust
created by this Deed of Trust and shall sell, lease or otherwise transfer at the option of the
Trustee VRA's interest in the Property (or such portion thereof as the Trustee may select) for
cash or upon such terms and conditions as the Deed of Trust Trustee may deem expedient, and at
such time and place as the Deed of Trust Trustee may consider advisable, at public auction, after
having first advertised the time, place and terms of sale five times (which may be on five
consecutive days) in a newspaper published or having general circulation in the County. Out of
the proceeds of any such sale (and except to the extent some other allocation of proceeds is
required by statute) after paying first all the expenses attending the execution of this trust,
including auctioneer's fees, if any, trustee's commission on the proceeds of sale as provided by
law and, second, all taxes, levies, assessments, insurance premiums and other charges due and
unpaid at the time of sale, any and all amounts advanced by the Deed of Trust Trustee or the
Trustee in accordance with the terms hereof, with interest and penalties thereon and a ratable
portion of the taxes, assessments or levies for the calendar year in which VRA's interest in the
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Property is sold, then the Deed of Trust Trustee will pay to the Trustee the Rental Payments
under the Financing Lease then unpaid, and all other obligations secured by the Financing Lease,
and finally will pay the balance, if any, to the holders of any junior liens upon the Property and
then to the County. At any sale made under the terms hereof the Deed of Trust Trustee may
require from each bidder a deposit of not more than ten percent (10%) of the original aggregate
principal amount of the Bonds. In the event of any foreclosure hereunder, the Trustee has the
right to cause to be transferred or canceled any and all insurance policies then outstanding on the
Property and the proceeds of such transfer or cancellation will be accounted for and disbursed as
though it were a part of the proceeds of sale of the Property. The insurance companies issuing
such policies of insurance are hereby authorized to transfer or cancel the same upon the order of
the Trustee and to remit the proceeds of any such cancellation to the Trustee. If, before or at the
time of the sale, the Deed of Trust Trustee shall deem it proper for any reason to postpone or
continue the sale, they may do so, in which event notice of such postponement will be published
in at least one subsequent issue of the same newspaper before the day of sale. Further, upon the
occurrence of any such default or event of non-appropriation, the Deed of Trust Trustee, at the
request of the Trustee, will have the absolute right to enter upon the Property and take possession
thereof, as amended (the "Code"), and VRA agrees to surrender the Property to the Deed of Trust
Trustee promptly upon demand. The Deed of Trust Trustee will have the right to operate the
Property themselves or through agents appointed by them and to receive rents and profits
therefrom. All such rents and profits will be applied to reasonable compensation to the Deed of
Trust Trustee for their services and to the expenses of operating the Property, with any excess to
be applied to payment of interest on and the principal of the Bonds.
5. RECEIVERSHIP. VRA agrees that if an Event of Default has occurred and is
continuing, the Trustee may apply for the appointment of a receiver of the Property and/or the
rents and profits of the Property, without notice except as required by law, and will be entitled to
the appointment of the receiver as a matter of right, without consideration of the value of the
Property, and solvency of VRA or the effect of the receivership on the operation of the Property
or the County's business thereon.
6. CONCERNING THE DEED OF TRUST TRUSTEE.
(a) The powers of the Deed of Trust Trustee hereunder may be exercised by
either Deed of Trust Trustee named herein or any successor Deed of Trust Trustee, and the Deed
of Trust Trustee may act through their agents and attorneys, and in the event of the resignation,
death, incapacity, disability, removal or absence from the Commonwealth of Virginia of the
Deed of Trust Trustee hereunder, or in the event the Trustee for any reason (which reason need
not be specified) may deem it appropriate, the Trustee may, by instrument executed and
acknowledged, designate and appoint one or more substitute Deed of Trust Trustees in the place
and stead of any such Deed of Trust Trustee, the substituted Deed of Trust Trustee or Deed of
Trust Trustees to thereupon be vested with all the powers, rights, authority and duties vested in a
Deed of Trust Trustee hereunder. Each such appointment and substitution will be made by
written instrument executed by the Trustee containing reference to this Deed of Trust sufficient
to identify it, which instrument, when recorded in the office of the Clerk's Office of the County
or counties in which the Property or any portion thereof is situated, will be conclusive proof of
proper appointment of the successor trustee. The recital or statement, in any instrument executed
by Deed of Trust Trustee in pursuance of any of said trusts, of the due authorization of any agent
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of the Deed of Trust Trustee executing the same will for all purposes be conclusive proof of such
authorization.
(b) The Deed of Trust Trustee will be under no duty (i) to take any action
hereunder except as expressly set forth herein and then only following notice of default set forth
below, and no implied obligations will be read into this Deed of Trust; or (ii) to perform any act
that would involve them in expense or liability or to institute or defend any suit in respect hereof,
unless properly indemnified to their satisfaction; or (iii) to account for the use or application of
any payments of the Bonds or under any other documents securing the sale. The Deed of Trust
Trustee will not be required to take notice, nor will they be deemed to have knowledge, of any
default of VRA or the County, nor will they be required to ascertain or inquire as to the
performance of any covenants or agreements contained herein or in the other Basic Documents
or the Bonds, and they may conclusively assume that there has been no such default unless and
until they have been specifically notified in writing of such default by the Trustee, VRA or the
County.
(c) VRA will pay, from legally available funds, or cause to be paid (subject to
legally available funds) to the Deed of Trust Trustee just compensation for any and all services
performed and all their expenses, chazges, counsel fees and other disbursements incurred on and
about the administration and execution of the trusts hereby created, and the performance of their
duties and powers hereunder, which compensation, expenses, fees and disbursements will
constitute a part of the indebtedness secured hereby. To the extent funds are legally available,
VRA agrees to save the Deed of Trust Trustee harmless, or cause to be held harmless the Deed
of Trust Trustee, against any loss, liability or expense that it may incur in the exercise and
performance of its powers and duties hereunder or [he administration of this trust or as a result of
serving as a Deed of Trust Trustee hereunder, and not due to its negligence or bad faith.
7. ASSIGNMENT OF LEASES AND RENTS. VRA assigns to the Trustee, as
additional security for the Obligations, all leases, rents, income and profits presently existing or
hereafter azising out of the Property, including the Financing Lease. The Trustee, at its option,
may collect and apply the same, less expenses of collection, to the Rental Payments under the
Financing Lease and/or to the performance of VRA's obligation hereunder and/or to the
continued operation of the Property, in such manner and amounts as the Trustee in its sole
discretion may determine. The remedies granted in this pazagraph aze in addition to the other
remedies provided in this Deed of Trust or in any other instrument securing the Bonds, and no
exercise hereunder shall prevent a simultaneous or subsequent exercise of any other such
remedy.
8. SECURITY AGREEMENT. VRA agrees to execute and deliver, from time to time,
such further instnunents as may be requested by the Trustee to confirm the lien of this Deed of
Trust on any portion of the Real Estate. This Deed of Trust, in addition to constituting a lien on
real estate, is a security agreement by which VRA has granted to the Tnastee a security interest in
any personal property located on the Real Estate and used by the County, and will support any
financing statement filed showing the interest of the Trustee as a secured party with respect to
any portion of the security described in such financing statement. The Trustee, in addition to,
and not in lieu of or in diminution of, its rights and remedies herein provided, has all rights and
remedies of a secured party under the Virginia Uniform Commercial Code. VRA, at the request
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of the Trustee, shall execute and deliver to the Trustee in reasonable form any and all
instruments which the Trustee shall require in order to further perfect such security interest.
9. MISCELLANEOUS COVENANTS AND AGREEMENTS.
(a) The Deed of Trust "Trustee and the Trustee have the right to inspect the
Property at such reasonable time or times, upon prior written or telephonic notice to the County,
as they may desire, either in person or through their duly authorized agents or representatives.
(b) VRA waives the benefit of any debtor's exemptions that lawfully may be
waived as to the indebtedness and obligations secured by this Deed of "Trust.
(c) Except as otherwise provided herein, the covenants herein contained bind,
and the benefits and advantages herein contained inure to, the respective heirs, personal
representatives, successors and assigns of the parties hereto and of the Trustee and its successors
and assigns. Whenever used herein, the singular number includes the plural and the plural the
singular, and the use of any gender includes all other genders.
(d) 7'he rights of the Trustee and the Deed of Trust "Trustee arising under the
clauses and covenants contained in this Deed of Trust, the Bonds or any of the other Basic
Documents aze sepazate, distinct and cumulative, and none of them are in exclusion of the others
or of any rights and remedies to which the Trustee or Deed of Trust Trustee is entitled at law or
in equity. No act of the Trustee or the Deed of Trust Trustee will be construed as an election to
proceed under any one provision herein to the exclusion of any other provision, and no failure to
act hereunder or thereunder in the event of a default will be deemed to constitute waiver of any
continuation of that default or of any other default. In the event that one or more provisions of
this Deed of Trust, the Bonds or the other Basic Documents shall be held to be invalid, illegal or
unenforceable in any respect such invalidity, illegality or unenforceability will not affect any
other provisions hereof, and this Deed of Trust will be construed as if any such provisions had
never been contained herein.
(e) Any notice which any party hereto may desire or be required to give to the
other is deemed to be adequate and sufficient notice if given in accordance with the provisions of
the Indenture or Financing Lease.
(f) Upon the payment in full of the Bonds and the discharge of the other
Obligations of VRA under this Deed of Trust, the Trustee and the Deed of "Trust Trustee, at the
expense of VRA, shall cause the lien and security interest created by this Deed of Trust to be
released, cancelled and discharged, and the Trustee and the Deed of Trust Trustee shall execute
and deliver to VRA instruments necessary to effect such release, cancellation and discharge, and
shall assign and deliver to VRA any property which the Deed of Trust Trustee then may hold
pursuant to this Deed of Trust.
10. INCORPORATION BY REFERENCE. This Deed of Trust will, except as otherwise
expressly provided herein, be construed to impose and confer upon the parties hereto and the
Trustee, all duties, rights and obligations prescribed in Section 55-59 and Sections 55-59.1
through 55-59.4 of the Code, and in effect as of the date of acknowledgment hereof, and further
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to incorporate herein the following provisions by short form references below, of Section 55-60
of the Code:
Exemptions waived.
Subject to all (call) upon default.
Renewal, extension or reinstatement permitted.
Any Trustee may act.
11. VRA EXPRESSLY WAIVES AND RELEASES ANY REQUIREMENT OR
OBLIGATION THAT THE TRUSTEE OR THE DEED OF TRUST TRUSTEE PROCEED
BEFORE ANY COURT, CLERK, OR OTHER JUDICIAL OR QUASI-JUDICIAL BODY
BEFORE EXERCISE OF THE POWERS OF SALE CONTAINED IN THIS DEED OF TRUST
AND IN SECTIONS 55-59.1 THROUGH 55-59.4 OF THE CODE.
12. EXCULPATION. Notwithstanding anything contained in this Deed of Trust to the
contrary, all of the obligations of VRA hereunder aze nonrecourse obligations, and the Deed of
Trust Trustee and the Trustee must look solely to the Property for the satisfaction of any and all
remedies they may have against VRA upon a default hereunder. Neither the Deed of Trust
Trustee nor the Trustee may enforce or attempt to enforce any deficiency or other personal
money judgment against VRA with respect to the Obligations.
[SIGNATURE PAGE FOLLOWS]
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WITNESS the following signature as of the date first above written.
VIRGINIA RESOURCES AUTHORITY
By:
William G. O'Brien, Chairman
[SEAL)
ATTEST:
Stephanie L. Hamlett, Executive Director
COMMONWEALTH OF VIRGINIA
COUNTY/COUNTY OF
The foregoing instrument was acknowledged before me this _ day of ,
2011 by William G. O'Brien, as Chairman of Virginia Resources Authority, on behalf thereof.
My commission expires:
Registration No.:
[SEAL]
Notary Public
COMMONWEALTH OF VIRGINIA
COUNTY OF RICHMOND
The foregoing instrument was acknowledged before me this day of November,
2011 by Stephanie L. FIamlett, as Executive Director of Virginia Resources Authority, on behalf
thereof.
My commission expires:
Registration No.:
[SEAL)
Notary Public
[SIGNA'CURE PAGE OF LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT]
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EXHIBIT A
DESCRIPTION OF REAL ESTATE
10
P118
VIRGINIA RESOURCES AUTHORITY
VIRGINIA POOLED FINANCING PROGRAM
NONARBITRAGE CERTIFICATE AND TAX COMPLIANCE AGREEMENT
(NEW MONEY)
This NONARBITRAGE CERTIFICATE AND TAX COMPLIANCE
AGREEMENT is made this day of November, 2011 (this "Agreement"), by and between
the VIRGINIA RESOURCES AUTHORITY, a public body corporate and a political
subdivision of the Commonwealth of Virginia ("VRA"), and the COUNTY OF
PITTSYLVANIA, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the
"Local Govemment").
RECITALS
A. On the date hereof (the "Closing Date"), VRA is issuing its $
Infrastructure and State Moral Obligation Revenue Bonds (Virginia Pooled Financing Program),
Series 2011B (Tax-Exempt) (as more particularly defined below, the "Series 2011B VRA
Bonds"), pursuant to a Master Indenture of Trust dated as of December 1, 2003 (the "Master
Indenture"), between VRA and U.S. Bank National Association, as successor trustee (the
"Trustee"), as previously supplemented and amended and as further supplemented by a
Twentieth Supplemental Series Indenture of Trust dated as of November 1, 2011 (together with
the Master Indenture, the "Indenture"), between VRA and the Trustee.
B. VRA is using a portion of the net proceeds of the Series 2011B VRA Bonds to
acquire the Local Govemment's Local Lease Acquisition Agreement and Financing Lease dated
as of October 15, 2011 (the "Financing Lease"), between VRA and the Local Government.
C. Pursuant to Section 9.1 of the Financing Lease, the Local Government has agreed,
among other things, not to take or omit to take any action that would cause interest on the Series
2011B VRA Bonds to be includable in gross income for federal income tax purposes or to
become a Specific Tax Preference Item (as defined below).
D. At the direction of VRA, the Financing Lease is not being issued as aTax-Exempt
Bond (as defined below), but the Local Government acknowledges that (i) Local Bond Counsel
(as defined below) is providing an opinion to VRA to the effect that the Financing Lease is not a
"private activity bond" within the meaning of Section 141(a) of the Code (as defined below) and
(ii) many of the provisions set forth herein aze to be applied to the Financing Lease as if it were a
Tax-Exempt Bond to maintain the tax-exempt status of the Series 2011B VRA Bonds.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties to this Agreement certify,
represent, warrant and agree with one another and with the Trustee for the benefit of the owners
of the Series 20118 VRA Bonds as follows:
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ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Unless otherwise defined, each capitalized term used in this
Certificate has the meaning set forth below:
"AMT Bond" means a "specified private activity bond" as defined in
Section 57(a)(5)(C) of the Code, the interest on which is a Specific Tax
Preference Item.
"Bona Fide Debt Service Fund" means a fund, which may include
Proceeds, that (i) is used primarily to achieve a proper matching of revenues with
principal and interest components of Rental Payments under the Financing Lease
within each Bond Yeaz and (ii) is depleted at least once each Bond Year, except
for a reasonable carryover amount not to exceed the greater of:
(a) the earnings on the fund for the immediately preceding
Bond Yeaz; or
(b) one-twelfth of the principal and interest payments on the
Financing Lease for the immediately preceding Bond Year.
"Bond Year" means, for purposes of this Agreement, the twelve-month
(or shorter) period ending November 1 of each year. The Local Government and
VRA each acknowledge [hat the first Bond Year, which ends on November 1,
2012, will be a "short" first Bond Year.
"Capital Expenditure" means any cost of a type that is properly
chargeable to capital account (or would be so chargeable with (or but for) a proper
election or the application of the definition of "placed in service" under Treas.
Regs. § 1.150-2(c)) under general federal income tax principles, determined at the
time the expenditure is paid.
"Capital Reserve Fund" has the meaning set forth in the Financing
Lease.
"Closing Date" means the date of this Agreement.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute. Each citation to a Code section shall include the applicable
Treasury Regulations, revenue procedures and revenue rulings.
"Constructed Personal Property" means the extended
construction rehabilitation period tangible personal property and the specially
developed computer software described in Treas. Regs. § 1.148-7(g)(3).
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"Construction Expenditures" means Capital Expenditures that, on or
before the date the property financed by the expenditures is placed in service, will
be properly chargeable to or may be capitalized as part of the basis of:
(a) Real Property, other than expenditures for (i) the
acquisition of any interest in land and (ii) the acquisition of any interest in
Real Property other than land (except as provided in Treas. Regs. § 1.148-
7(g)(2)); or
(b) Constructed Personal Property.
"Costs of Issuance" means costs to the extent incurred in connection
with, and allocable to, the issuance of an issue of Tax-Exempt Bonds, including
the following costs but only to the extent incurred in connection with, and
allocable to, the borrowing: underwriters' spread; counsel fees; financial advisory
fees; rating agency fees; accounting fees; printing costs for bonds and offering
documents; public approval process costs; engineering and feasibility study costs;
guazantee fees, other than for qualified guarantees (as defined in Treas. Regs. §
1.148-4(f)); and similaz costs.
"Demand Deposit SLGS" means certificates of indebtedness issued by
the United States Treasury pursuant to the Demand Deposit State and Local
Government Series Program described in 31 C.F.R. Part 344.
"Federal Government" means the government of the United States or
any of its agencies or instrumentalities, including any entity with statutory
authority to borrow from the United States.
"Financed Property" means the property financed by the Proceeds,
including the property described in Exhibit A attached hereto.
"General Public Use" means use of Financed Property as a member of
the general public. Use by a Nongovernmental Person in a Trade or Business is
treated as General Public Use only if the property is intended to be available and
in fact is reasonably available for use on the same basis by natural persons not
engaged in a Trade or Business. Use under arrangements that convey priority
rights or other preferential benefits is not use on the same basis as the general
public.
"Governmental Person" means any Person that is a state or local
governmental unit within the meaning of Section 141 of the Code (or any
instrumentality thereof).
"Governmental Use" means any use other than a Private Business Use.
"Gross Proceeds" has the meaning set forth in Treas. Regs. § 1.148-1 (b)
and shall be applied to the Financing Lease as if it were aTax-Exempt Bond. The
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Gross Proceeds of the Financing Lease include, without limitation, the Proceeds
and any Replacement Proceeds allocable to the Financing Lease.
"Hedge Contract" means a contract entered into primarily to reduce a
Tax-Exempt Bond issuer's risk of interest rate changes with respect to a
borrowing. For example, a Hedge Contract may be an interest rate swap, an
interest rate cap, a futures contract, a forward contract or an option.
"Investment Proceeds" means any amounts actually or constructively
received from investing Sale Proceeds.
"Leased Property" means the real estate described in Exhibit B to the
Financing Lease, and any improvements related thereto.
"Local Account" has the meaning set forth in the Financing Lease.
"Local Bond Counsel" means Troutman Sanders LLP, Richmond,
Virginia.
"Local Resolution" has the meaning set forth in the Financing Lease.
"Nongovernmental Person" means any Person that is not a
Governmental Person, and includes the Federal Government.
"Nonpurpose Investment" means any security, obligation, annuity, or
other investment-type properly (excluding any Tax-Exempt Investment) in which
Gross Proceeds of the Financing Lease are invested and that is not acquired to
carry out the governmental purpose of the Financing Lease. Cash is not a
Nonpurpose Investment. Certain prepayments for property or services may
constitute a Nonpurpose Investment under "treas. Regs. § 1.148-1.
"OfTicial Intent Resolution" means an ordinance or resolution adopted
by the Local Government's governing body evidencing the Local Government's
intent to reimburse an original expenditure with the proceeds of a debt obligation.
The resolution must generally describe the Project for which the original
expenditure is paid and state the maximum principal amount of obligations
expected to be issued for the Project.
"Person" means any natural person, firm, joint venture, association,
partnership, business trust, corporation, limited liability company, corporation or
partnership, or any other entity (including a federal, state or local governmental
entity).
"Pledged Fund" means any amount that is directly or indirectly pledged
to pay principal or interest attributable to the Financing Lease within the meaning
of Treas. Regs. § 1.148-1(c)(3). A pledge need not be cast in any particular form
but, in substance, must provide reasonable assurance that the amount will be
available to pay principal or interest attributable to the Financing Lease, even if
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the Local Government encounters financial difficulties. An amount held or
accumulated pursuant and subject to a negative pledge or a similar agreement to
maintain the amount at a particular level for the direct or indirect benefit of VRA,
the Trustee or any holders or guazantors of the Series 2011B VRA Bonds
constitutes Replacement Proceeds unless the agreement qualifies for the exception
set forth in Treas. Regs. § 1.148-1(c)(3)(ii).
"Preliminary Expenditures" include architectural, engineering,
surveying, soil testing, reimbursement bond issuance, and similaz costs that are
incurred prior to commencement of acquisition, construction, or rehabilitation of a
project, other than land acquisition, site prepazation and similar costs incident to
commencement of construction.
"Private Business Use" means a use of the Proceeds directly or indirectly
in a Trade or Business carried on by a Nongovernmental Person other than
General Public Use. For all purposes hereof, a Private Business Use of any
Financed Property is treated as a Private Business Use of Proceeds. Both actual
and beneficial use by a Nongovernmental Person may be treated as Private
Business Use under Section 141 of the Code. In most cases, however, Private
Business Use results from a Nongovernmental Person having special legal
entitlements to use the Financed Property under an arrangement with the Local
Government. Examples of the types of special legal entitlements resulting in
Private Business Use of Proceeds include ownership for federal tax purposes of
Financed Property by a Nongovernmental Person and actual or beneficial use of
Financed Property by a Nongovernmental Person pursuant to a lease, a Service
Contract, an incentive payment contract or certain other arrangements such as a
take-or-pay or other output-type contract. Any arrangement that is properly
chazacterized as a lease for federal income tax purposes is treated as a lease for
purposes of the Private Business Use analysis. An arrangement that is referred to
as a management or service contract may nevertheless be treated as a lease, and in
determining whether a management or service contract is properly chazacterized
as a lease, it is necessary to consider all of the facts and circumstances, including
(i) the degree of control over the property that is exercised by a Nongovernmental
Person, and (ii) whether a Nongovernmental Person beazs risk of loss of the
Financed Property. Private Business Use of Financed Property that is not
available for General Public Use may also be established on the basis of a special
economic benefit to one or more Nongovernmental Persons even if such
Nongovernmental Persons do not have a special legal entitlement to the use of the
Financed Property. In determining whether special economic benefit gives rise to
Private Business Use, it is necessary to consider all of the facts and
circumstances, including one or more of the following factors: (i) whether the
Financed Property is functionally related or physically proximate to property used
in the Trade or Business of a Nongovernmental Person, (ii) whether only a small
number of Nongovernmental Persons receive the economic benefit, and (iii)
whether the cost of the Financed Property is treated as depreciable by the
Nongovernmental Person.
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"Private Business Use Limit" means 5% of the Proceeds.
"Proceeds" means the Sale Proceeds and the Investment Proceeds of the
Financing Lease, collectively.
"Project" means the project described in Exhibit A hereto.
"Project Costs" has the meaning set forth in the Financing Lease.
"Purchase Price" has the meaning set forth in Section 2.2 below.
"Qualified Reimbursable Expenditure" means an expenditure which (i)
is a Capital Expenditure, (ii) was paid not earlier than 60 days before the date the
Local Government adopted an Official Intent Resolution with respect to such
expenditure, and (iii) is reimbursed no later than the later of (A) 18 months after
the date the original expenditure was paid or (B) 18 months after the relevant
project is placed in service or abandoned (but in no event more than three yeazs
after the original expenditure was paid).
"Real Property" means land and improvements thereto, such as buildings
or other inherently permanent structures, including items that are structural
components of such buildings or structures. In addition, "Real Property" includes
interests in real property.
"Related Working Capital Expenditures" means, for purposes of this
Agreement, the Costs of Issuance of the Financing Lease and the Series 2011B
VRA Bonds and any other related Working Capital Expenditures to which the de
minimis rule under Treas. Regs. § 1.148-6(d)(3)(ii)(A) applies, which may
include interest attributable to the Financing Lease for a period commencing on
the Closing Date and ending on the date that is the later of three years from the
Closing Date or one year after the date the Financed Property is placed in service
within the meaning of such provision.
"Rental Payments" has the meaning set forth in the Financing Lease.
"Replacement Proceeds" means amounts that have a sufficiently direct
nexus to the Financing Lease or to the governmental purpose of the Financing
Lease to conclude that the amounts would have been used for that governmental
purpose if the Proceeds of the Financing Lease were not used or to be used for
that governmental purpose. Por this purpose, governmental purposes include the
expected use of amounts for the payment of debt service on a particular date. The
mere availability or preliminary earmarking of amounts for a governmental
purpose, however, does not in itself establish a sufficient nexus to cause those
amounts to be replacement proceeds. Replacement Proceeds include, but aze not
limited to, Sinking Funds, Pledged Funds, and other replacement proceeds
described in Treas. Regs. § 1.]48-1(c)(4), to the extent that those funds or
amounts are held by or derived from a Substantial Beneficiary of the Financing
Lease.
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"Sale Date" means November 2, 2011, which was the date of the
execution and delivery of the bond purchase agreement for the Series 2011 B VRA
Bonds between VRA and the underwriters of the Series 2011B VRA Bonds.
"Sale Proceeds" means the amount actually or constructively received
from the sale of the Financing Lease, which is equal to $ and represents
the aggregate principal components of Rental Payments under the Financing
Lease plus the portion of the net original issue premium on the Series 2011B
VRA Bonds allocated to the Financing Lease by VRA.
"Series 2011B VRA Bond Yield" means _%, which figure was
provided by VRA to the Local Government.
"Series 2011B VRA Bonds" has the meaning set forth in the recitals to
this Agreement and, as used below, shall also mean any bonds issued by VRA to
refund the Series 2011 B VRA Bonds in whole or in part.
"Service Contract" means a contract under which a Nongovernmental
Person will provide services involving all, a portion or any function of the
Financed Property. For example, a Service Contract includes a contract for the
provision of management services for all or any portion of the Financed Property.
Contracts for services that are solely incidental to the primary governmental
function or functions of the Financed Property (for example, contracts for
janitorial, office equipment repair, billing, or similaz services) aze not included in
this definition. Additional contracts not included in this definition aze (i) a
contract to provide for services by a Nongovermnental Person if the only
compensation is the reimbursement of the Nongovernmental Person For actual and
direct expenses paid by the Nongovemmental Person to unrelated parties and (ii)
a contract to provide for the operations by a Nongovernmental Person of a facility
or system of facilities that consists predominately of public utility property
(within the meaning of Section 168(1)(10) of the Code), if the only compensation
is the reimbursement of actual and direct expenses of the Nongovernmental
Person and reasonable administrative overhead expenses of the Nongovernmental
Person.
"Sinking Fund" means a debt service fund, redemption fund, reserve
fund, replacement fund, or any similar fund, to the extent reasonably expected to
be used directly or indirectly to pay the principal or interest components of Rental
Payments on the Financing Lease.
"Specific Tax Preference Item" means a specific item of tax preference
for purposes of the federal alternative minimum tax imposed on individuals and
corporations, such as interest on an AMT Bond.
"Substantial Beneficiary" means, with respect to the Financing Lease,
the Local Government, any related party to the Local Government (within the
meaning of Treas. Regs. § 1.150-1) and the Commonwealth of Virginia.
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"Tax-Exempt Bond" means any bond, note or other obligation the
interest on which is excludable from gross income under Section 103(a) of the
Code, but, unless specifically provided otherwise, shall not include an AMT
Bond.
"Tax-Exempt Investment" means aTax-Exempt Bond, aTax-Exempt
Mutual Fund or a Demand Deposit SLGS.
"Tax-Exempt Mutual Fund" means an interest in a regulated investment
company to the extent that at least 95% of the income to the holder thereof
constitutes interest that is derived from Tax-Exempt Bonds.
"Trade or Business" means any activity carried on by a Person, except
for a natural person. "Trade or Business" for a natural person means any activity
carried on by such natural person that constitutes a "trade or business" within the
meaning of Section 162 of the Code.
below.
below.
"VRA COI/CRF Amount" has the meaning set forth in Section 2.2(c)
"VRA COI/CRF Proceeds" has the meaning set forth in Section 2.2(c)
"Working Capital Expenditure" means, for purposes of this Agreement,
any cost that is not a Capital Expenditure, including, without limitation, a Related
Working Capital Expenditure, interest on the Financing Lease that accrues after
the date the Project is placed in service, and current operating expenses.
"Yield" or "yield" means, with respect to the Series 2011 B VRA Bonds,
yield computed under the provisions of Treas. Regs. § 1.148-4 and, with respect
to Nonpurpose Investments, yield computed under the provisions of Treas. Regs.
§ 1.148-5.
ARTICLE II
NONARBITRAGE CERTIFICATIONS OF THE LOCAL GOVERNMENT
Section 2.1 Responsible Officer, Reasonable Expectations. (a) The undersigned
officer of the Local Government is one of the Local Government's officers charged with the
responsibility of issuing the Financing Lease by the Local Resolution.
(b) The undersigned officer of the Local Government hereby certifies in good
faith that set forth in this Article II are the reasonable expectations of the Local Government as
of the Closing Datc regarding the amount, the investment and the use of the Gross Proceeds of
the Financing Lease.
Section 2.2 Effectiveness and Sale of Financing Lease. (a) On the Closing Date,
the Financing Lease will become effective pursuant to the Local Resolution and the terms of the
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Financing Lease. The Financing Lease provides for aggregate principal components of Rental
Payments in the amount of $
(b) On the Closing Date, the Financing Lease will become effective in
exchange for the receipt from VRA of the amount of $ (the "Purchase Price").
(c) The difference between the full amount of the Sale Proceeds ($~
and [he Purchase Price ($~ is $ and will be referred to below as the "VRA
COI/CRF Amount." VRA reasonably expects to apply the VRA COI/CRF Amount and the
Investment Proceeds thereon (collectively, the "VRA COUCRF Proceeds") to pay the portion of
the Costs of Issuance of the Series 2011B VRA Bonds (including underwriters' discount)
allocable to the Financing Lease ($ plus any Investment Proceeds) and to make a
deposit to VRA's Capital Reserve Fund ($~. In no event will VRA take any action to
allow the VRA COI/CRF Proceeds to be used in a Private Business Use or to invest the VRA
COUCRF Proceeds in Nonpurpose Investments at a Yield greater than the Series 2011B VRA
Bond Yield. VRA hereby authorizes the Local Government and Local Bond Counsel to assume
without any further inquiry or investigation that VRA will fulfill such reasonable expectations
and agreement for all purposes hereunder.
Section 2.3 Purpose of Financine Lease. The Local Government will apply the
Proceeds, along with other available funds, if any, to pay (i) the Project Costs and (ii) the Costs
of Issuance related to the Financing Lease, substantially as set forth in Exhibit B hereto. The
Leased Property is not the Financed Property. The Local Government is leasing the Leased
Property to VRA under a prime lease and VRA is leasing the Leased Property back to the Local
Government under the Financing Lease. The Financed Property does not serve as security for
the Rental Payments.
Section 2.4 No Refundine: Nature of Proiect Costs. (a) None of the Proceeds of
the Financing Lease will be used directly or indirectly to pay the principal or redemption price of
or the interest on any other obligation, including any Tax-Exempt Bond.
(b) All Project Costs to be paid or financed with the Proceeds of the Financing
Lease will constitute either Capital Expenditures or Related Working Capital Expenditures.
Section 2.5 No A¢Ereeation: No Hedge Contracts. (a) Except for the Series 2011 B
VRA Bonds and the local obligations related thereto (including the Financing Lease), no Tax-
Exempt Bonds or other debt obligations of the Local Government or any other issuer have been
or will be (i) sold less than 15 days before or afrer the Sale Date, (ii) sold pursuant to the same
plan of financing with the Financing Lease, and (iii) reasonably expected to be paid from
substantially the same source of funds as the Financing Lease, determined without regard to
guarantees from parties unrelated to the Local Government, if any.
(b) The Local Govenunent has not entered and will not enter into any Hedge
Contract with respect to the Financing Lease.
Section 2.6 Expectations as to Timing and Amount of Certain Expenditures. (a)
Atl of the Proceeds of the Financing Lease will be advanced and expended to pay or reimburse
the Local Government for Project Costs by no later than June 2, 2014.
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(b) The Local Government already has or will within six months after the
Closing Date incur a substantial binding obligation to a third party to expend at least 5% of the
Sale Proceeds to pay Project Costs. For this purpose, an obligation is not binding if it is subject
to contingencies within the Local Government's or a related party's control.
(c) The completion of the Project and the allocation of the Proceeds to pay or
reimburse the Local Government for Project Costs will proceed with due diligence substantially
in accordance with the expenditure schedule attached hereto as Exhibit C.
Section 2.7 Expenditure of Proceeds. The Local Government agrees that the
Proceeds disbursed from the Local Account will be (i) immediately applied to reimburse the
Local Government for Project Costs it has already incurred and paid within the limitations of
Section 2.8 below or (ii) actually spent to pay Project Costs not later than five banking days afer
such receipt.
Section 2.8 Reimbursement Limitations. (a) The Local Government may use the
Proceeds of the Financing Lease to reimburse itself for expenditures made to pay Project Costs
prior to the Closing Date provided the aggregate amount of all such reimbursements do not
exceed the lesser of $100,000 or 5% of the Sale Proceeds of the Financing Lease. In addition,
the Local Government may reimburse itself for additional expenditures made to pay Project
Costs prior to the Closing Date so long as the original expenditure (i) is a Cost of Issuance of the
Financing Lease, (ii) represents a Preliminary Expenditure which, when added to all other
reimbursed Preliminazy Expenditures, does not exceed an amount equal to 20% of the Sale
Proceeds, or (iii) is a Qualified Reimbursable Expenditure. All such reimbursements will be
noted in writing.
(b) The Local Government will use no reimbursement amount within one year
of the date of the reimbursement allocation in a manner that results in the creation of
Replacement Proceeds of the Financing Lease or any other obligation. However, the preceding
sentence does not apply to amounts deposited in a Bona Fide Debt Service Fund.
Section 2.9 No Overburdenine. The Proceeds of the Financing Lease are not
expected to exceed the amount necessary for the governmental purposes for which the Financing
Lease is being issued.
Section 2.10 No Replacement Proceeds. (a) Except as may be described in Exhibit B,
the Local Government has or will have on hand no funds that are restricted, segregated, legally
required or otherwise intended to be used, directly or indirectly, for the purposes for which the
Financing Lease is being issued, including the payment of the Project Costs and the Costs of
Issuance of the Financing Lease.
(b) The weighted average maturity of the Financing Lease does not exceed
120% of the reasonably expected economic life of the Financed Property, as determined in the
manner provided under Seciion 147(b) of the Code.
(c) Other than amounts that may constitute or may be deposited in a Bona
Fide Debt Service Fund, there will be no moneys, securities, obligations, annuity contracts,
residential rental property, AMT Bonds, investment-type property, Sinking Funds, Pledged
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Funds, or other Replacement Proceeds that will be accumulated or held or pledged as security
by the Local Government or any other Substantial Beneficiazy of the Financing Lease as
security for or the direct or indirect source of the payment of the principal or interest
components of Rental Payments under the Financing Lease. Amounts constituting or on deposit
in a Bona Fide Debt Service Fund may be invested without yield restriction.
Section 2.11 No Abusive Arbitraee Device. The Local Government has not used and
will not use an "abusive arbitrage device" in connection with the Financing Lease. An action is
an "abusive arbitrage device" if the action has the effect of (i) enabling the Local Government to
exploit the difference between tax-exempt and taxable interest rates to gain a material financial
advantage, and (ii) overburdening the market for Tax-Exempt Bonds; provided, however, that no
action that is expressly permitted by Section 148 of the Code or Treas. Regs. §§ 1.148-1 through
1.148-11 is an abusive arbitrage device.
Section 2.12 Reasonable Expectations. To the best of the undersigned's knowledge,
information and belief, the expectations stated in this Article are reasonable and there are no
other facts, estimates or circumstances that would materially change such expectations.
ARTICLE III
ARBITRAGE REBATE
Section 3.1 In General (a) The Local Government recognizes that the provisions of
Section ]48(f) of the Code require a rebate of azbitrage profits to the United States in certain
circumstances in order for the Series 2011B VRA Bonds not to be treated as "arbitrage bonds."
The Local Government agrees to pay to VRA in accordance with written directions provided by
VRA periodic installments of the Rebate Amount (as defined below) as computed by a rebate
consultant selected by VRA. "Rebate Amount" means an amount equal to the sum of (i) the
excess of (A) the amount earned on all Nonpurpose Investments allocable to the Gross Proceeds
of the Financing Lease, over (B) the amount which would have been earned if such Nonpurpose
Investments were invested at a Yield equal to the Series 2011B VRA Bond Yield, plus (ii) any
income attributable to the excess described in (i) above. VRA shall cause the Rebate Amount to
be computed in accordance with Sec[ion 148(f) of the Code and shall reduce the Rebate Amount
by taking into consideration the spending and other exceptions to the rebate requirement
provided under Section l48(f) of the Code for which any of the Gross Proceeds of the Financing
Lease may qualify in the reasonablejudgment of VRA.
(b) The Local Govemment agrees to provide to VRA any records reasonably
requested by VRA in order to facilitate the calculation of the Rebate Amount.
Section 3.2 Twenty-Four Month Saendine Exception. (a) The Local Government
reasonably expects that at least 75% of the Proceeds will be spent for Construction Expenditures
with respect to property that is to be owned by the Local Government.
(b) In order for the Proceeds of the Financing Lease to qualify for the
"twenty-four month" spending exception to the rebate requirement, at least the following
percentages of the Proceeds should be spent for the governmental purposes of the Financing
Lease within the following periods: (i) 10% within six months afrer the Closing Date (the "First
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Spending Period"); (ii) 45% within one year after the Closing Date (the "Second Spending
Period"); (iii) 75% within 18 months after the Closing Date (the "Third Spending Period"); and
(iv) 100% within two years after the Closing Date. One hundred percent of such amounts may
be treated as spent within two years after the Closing Date if no more than $ (that is
5% of the original amount of the Sale Proceeds) is withheld as a reasonable retainage as defined
under Treas. Regs. § 1.148-7(h) (for example, to ensure compliance with construction
contracts). This retainage must be spent within three years after the Closing Date.
(c) For purposes of determining whether the spending requirements have been
met as of the First, Second and Third Spending Periods described in subsection (b) above, there
will be included in Proceeds the amount of Investment Proceeds the Local Government
reasonably expects to earn for the entire construction period of the Project. Such Investment
Proceeds are reasonably expected to be in the amount of $ as set forth in Exhibit C
attached hereto (the "Expected Investment Proceeds"). As of any determination date occurring
after the end of the Third Spending Period, the amount of Investment Proceeds to be included in
Proceeds shall be equal to the actual amount of Investment Proceeds earned as of the
determination date and the amount of Investment Proceeds that the Local Government
reasonably expects to receive in the future from the investment of the unexpended Proceeds.
(d) NEITHER VRA NOR 1'HE LOCAL GOVERNMENT HAS ELECTED
WITH RESPECT TO THE FINANCING LEASE TO PAY THE PENALTY IN LIEU OF
REBATE UNDER SECTION 148(F)(4)(C)(vii)(I) OF THE CODE.
ARTICLE IV
GENERAL TAX COVENANTS
Section 4.1 Reasonable Expectations; General Covenants. (a) The Local
Government reasonably expects, as of the Closing Date, to use or cause the use of the Gross
Proceeds of the Financing Lease and the Financed Property in accordance with the provisions
hereof over the entire stated term of the Financing Lease. The Local Government has no
expectation or intent to sell any of the Financed Property or otherwise change the use of any
Financed Property from a qualified use to anon-qualified use or to permit any such action to be
taken.
(b) The Local Government shall not directly or indirectly invest, use or permit
the use of the Gross Proceeds of the Financing Lease or use or permit the use of the Financed
Property except in accordance with Articles II and IV hereof.
(c) The Local Government covenants that the ownership, use and status of the
Financed Property will not change unless an opinion of nationally-recognized bond counsel is
provided in accordance with Section 5.2 below with respect to the proposed change, which
opinion may not be forthcoming unless the Local Government institutes a Voluntary Closing
Agreement Program with respect to any nonqualified portion of the Series 201 lB VRA Bonds
pursuant to IRS Notice 2008-31.
(d) The Local Government agrees that a specific remedy that shall be
available to VRA and/or the Trustee for a violation by the Local Government of any covenant
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hereunder is that the Local Government will pay or reimburse VRA for any azbitrage rebate
liability, yield reduction payment, interest, penalties or similar items assessed or incurred with
respect to the Series 2011B VRA Bonds in any way attributable to such violation. This specific
remedy shall be in addition to any other remedies available to VRA or the Trustee under law or
equity.
Section 4.2 Private Business Use Restrictions. (a) The Local Government shall at
all times conduct or cause to be conducted the operation of the Financed Property so as not to
permit the Private Business Use of the Proceeds to exceed the Private Business Use Limit. The
Local Government covenants that it shall not enter into any arrangement with any Person with
respect to the use of the Financed Property that would cause the Private Business Use Limit to be
exceeded. Private Business Use by any and all Nongovernmental Persons shall be aggregated in
determining compliance with the Private Business Use Limit.
(b) Any Private Business Use of the Proceeds shall be related to a
Governmental Use thereof and shall not be disproportionate to the related Governmental Use
within the meaning of Section 141(b)(3) of the Code.
(c) The Local Government shall not enter into any Service Contract with a
Nongovernmental Person unless such Service Contract satisfies the requirements of Revenue
Procedure 97-13, as modified by Revenue Procedure 2001-39, copies of which are attached
hereto as Exhibit D.
(d) The Local Government shall at all times conduct or cause to be conducted
the operation of the Leased Property so that no portion thereof will be used in a Private
Business Use.
Section 4.3 No Private Loans. (a) The Local Government (i) represents that it
reasonably expects that it will be the only ultimate borrower receiving a loan made or financed
directly or indirectly from the Proceeds of the Financing Lease and (ii) shall not use or permit the
use of any Proceeds of the Financing Lease directly or indirectly to make a loan to an ultimate
bonower other than itself.
(b) Any transaction that is generally characterized as a loan for federal income
tax purposes is a "loan" for purposes of this Section. In addition, a loan may arise from the
direct lending of bond proceeds or may arise from transactions in which indirect benefits that
aze the economic equivalent of a loan aze conveyed, including any contractual arrangement
which in substance transfers tax ownership and/or significant burdens and benefits of
ownership.
(c) Except as provided below, a prepayment for property or services is treated
as a "loan" for purposes of this Section if a principal purpose for prepaying is to provide a
benefit oftax-exempt financing to the seller. A prepayment is not treated as a loan for purposes
of this Section if prepayments on substantially the same terms are made by a substantial
percentage of Persons who are similarly situated to the prepayor but who aze not beneficiaries
oftax-exempt financing.
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(d) The term "loan" as used in this Section does not refer to the purchase of
Nonpurpose Investments.
Section 4.4 Use by the Federal Government. The Local Government shall not
permit any of the Financed Property to be used or occupied by the Federal Government except as
General Public Use.
Section 4.5 No Federal Guaranty. The Local Government shall not permit (i) the
payment of the principal or interest components of Rental Payments under the Financing Lease
to be guaranteed (in whole or in part) by the Federal Government, (ii) 5% or more of the Gross
Proceeds of the Financing Lease to be (A) used in making loans the payment of principal or
interest with respect to which are to be guaranteed (in whole or in part) by the Federal
Government or (B) invested (directly or indirectly) in federally insured deposits or accounts, or
(iii) the payment of the principal or interest components of Rental Payments under the Financing
Lease to be otherwise indirect]y guaranteed (in whole or in part) by the Federal Government;
provided that none of the above-described prohibitions shall apply to investments of Gross
Proceeds of the Financing Lease in a Bona Fide Debt Service Fund.
Section 4.6 Cost of Issuance. The Local Government (i) represents the payment of
none of the legal and underwriting costs or any other Costs of Issuance of the Financing Lease is
contingent and (ii) agrees to pay at least 95% of the reasonably expected legal and underwriting
costs and the other Costs of Issuance of the Financing Lease not later than 180 days after the
Closing Date.
Section 4.7 No Acuuisition of Bonds. The Local Government shall not acquire, nor
permit any "related party" of the Local Government (within the meaning of Treas. Regs. § 1.150-
1) to acquire any of the Series 2011B VRA Bonds or other bonds or obligations of VRA
pursuant to any arrangement, formal or informal, in an amount related to the amount of the
Financing Lease.
Section 4.8 Recordkeenine Requirements. (a) The Local Government agrees to
maintain and/or retain the following records (or to cause them to be maintained and/or retained)
(collectively, the "Material Records"):
(1) The bound bond transcript for the Financing Lease;
(2) Documentation evidencing the expenditure and allocation of the
Proceeds and any other Gross Proceeds of the Financing Lease;
(3) Documentation evidencing use of the Project by Governmental
Persons and Nongovernmental Persons;
(4) Documentation evidencing all sources of payment or security for
the Financing Lease; and
(5) Documentation pertaining to all Nonpurpose Investments as
specified in subsection (b) below.
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(b) The Local Government agrees to keep and retain adequate records with
respect to each Nonpurpose Investment made with or allocable to the Gross Proceeds of the
Financing Lease, except for Nonpurpose Investments allocable to the VRA COUCRF Proceeds.
Such records shall include: (i) purchase price; (ii) purchase date; (iii) type of investment; (iv)
accrued interest paid; (v) interest rate; (vi) principal amount; (vii) maturity date; (viii) interest
payment dates; (ix) date of liquidation; (x) receipt upon liquidation, and (xi) the records
required to be kept pursuant to Treas. Regs. § 1.148-5(d)(6)(iii) (if applicable). If any
investment becomes a Nonpurpose Investment of Gross Proceeds on a date other than the date
such investment is purchased, the records required to be kept shall include the fair market value
of such investment on the date it becomes such a Nonpurpose Investment. If any Nonpurpose
Investment is retained after the date the Financing Lease is retired, the records required to be
kept shall include the fair market value of such investment on the date the last such bond is
retired. Amounts of Gross Proceeds or Nonpurpose Investments will be segregated whenever
necessary to maintain these records.
(c) The Local Government agrees to keep the Material Records in a manner
that ensures their complete access to VRA. This may be accomplished through the maintenance
of hard copies or by maintenance of the Material Records in an electronic format in accordance
with the requirements of Rev. Proc. 97-22, 1997-1 C.B. 652 (or any successor thereto).
(d) The Local Government agrees to keep the Material Records until the third
anniversazy of the later of the final maturity or redemption date of the Series 2011B VRA
Bonds or any Tax-Exempt Bonds issued to refund the Series 20l 1B VRA Bonds.
ARTICLE V
MISCELLANEOUS
Section 5.1 Term. The covenants contained in this Agreement shall be effective on
the Closing Date. Except with respect to Section 3.1 above, which shall remain in effect until all
arbitrage rebate liability is discharged with respect to the Gross Proceeds of the Financing Lease,
and Section 4.8(d) above, the Local Government's obligations under this Agreement shall remain
in effect so long as the Financing Lease remains unpaid (whether or not defeased).
Section 5.2 Opinion of Bond Counsel. If the Local Government shall provide an
opinion of nationally-recognized bond counsel acceptable to VRA and the Trustee to the effect
that any action or forbearance required under this Agreement or otherwise is not required to
maintain the exclusion from gross income of the interest on the Series 2011B VRA Bonds under
Section 103 of the Code and to prevent such interest from becoming a Specific Tax Preference
Item, the Local Government shall not be required to comply therewith.
Section 5.3 Enforcement by Trustee. The Local Government acknowledges that its
representations, warranties and covenants under this Agreement are incorporated by reference
into the Financing Lease and that the Trustee may enforce the Local Government's obligations
under this Agreement subject to the terms of the Indenture and the Financing Lease.
Section 5.4 Further Assurances. Each party to this Agreement shall execute and
deliver such other instruments or documents and take such other actions, including after the date
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of this Agreement, as may be reasonably requested by the other party to consummate more
effectively the purpose or subject matter of this Agreement.
Section 5.5 Reliance. It is understood by the Local Government that the
certifications, representations, warranties and agreements contained in this Agreement will be
relied upon by (i) Local Bond Counsel for the purpose of rendering its legal opinion in
connection with the issuance of the Financing Lease, (ii) the Executive Director of VRA for the
purposes of establishing the reasonableness of certain of her expectations certified in VRA's
Series 2011B Tax Certificate and Regulatory Agreement being delivered on the date hereof in
connection with the issuance of the Series 2011B VRA Bonds, (iii) McGuireWoods LLP, as
bond counsel to VRA, in rendering its opinion that interest on the Series 2011B VRA Bonds is
excludable from gross income of the owners thereof for federal income tax purposes and (iv)
Local Bond Counsel in rendering its opinion that the Financing Lease is not a "private activity
bond" within the meaning of Section 141(a) of the Code. Such reliance for such purposes is
authorized.
Section 5.6 Counterparts. Phis Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together shall constitute but one
and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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WITNESS the following signatures, all duly authorized.
VIRGINIA RESOURCES AUTHORITY
By:
Stephanie L. Hamlett, Executive Director
COUNTY OF PITTSYLVANIA, VIRGINIA
By:
[SIGNATURE PAGE OF NONARBITRAGE CERTIFICATE
AND TAX COMPLIANCE AGREEMENT]
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EXHIBITS:
A -Description of Project
B -Sources and Uses Schedule
G -Expenditure Schedule
D -Revenue Procedures 47-13 and 2001-39
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PRIME LEASE
THIS PRIME LEASE IS EXEMPT FROM RECORDING TAXES UNDER
SECTION 58.1-811 OF THE CODE OF VIRGINIA OF 1950. AS AMENDED
This Prime Lease ("Lease"), dated as of November 1, 2011, is a deed of lease made
between the COUNTY OF PITTSYLVANIA. VIRGINIA, apolitical subdivision of the
Commonwealth of Virginia (the "Local Government"), as lessor, and the VIRGINIA
RESOURCES AUTHORITY, a public body corporate and a political subdivision of the
Commonwealth of Virginia ("VRA"), as lessee.
RECITALS
VRA desires to acquire a leasehold interest in certain real estate and the structures and
improvements now or hereafter located therein or situated thereon and described on Exhibit A
(the "Real Estate"), in order to assist the Local Government with the financing of (i) the
construction, renovation and improvement of Cell B of Phase II of the Local Government's
municipal landfill, (ii) the purchase of a solid waste compactor, and (iii) expenses related thereto
and issuance costs in connection therewith (collectively, the "Project"). The Local Government
is authorized pursuant to Section 15.2-1800 of the Code of Virginia of 1950, as amended (the
"Code"), to lease the Real Estate to VRA, which the Local Government will do pursuant to this
Prime Lease. VRA will lease the Real Estate back to the Local Government pursuant to a Local
Lease Acquisition Agreement and Financing Lease, dated as of October 15, 2011 (the "Financing
Lease"), between the Local Govemment and VRA.
AGREEMENT
In consideration of the premises and the mutual covenants hereinafter contained, the
parties hereto covenant and agree as follows:
1. Lease of Real Estate. The Local Govemment hereby demises and leases to VRA,
and VRA hereby leases from the Local Government, the Real Estate, together with all
improvements now or hereafter located therein or situated thereon, upon the terms and conditions
hereinafter set forth.
2. Definitions. All terms defined in the Financing Lease shall have the same
meaning when used herein, unless the context requires otherwise.
3. Term. The term of this Lease shall commence upon execution and delivery of
this Lease and shall end on October 1, 22!!21 unless such term is sooner terminated or
relinquished as hereinafter provided.
4. Rental. VRA shall pay to the Local Government as rental hereunder the sum of
$5.00 representing rental of the Real Estate in advance for the term of this Lease, receipt of
which is hereby acknowledged.
5. Puroosz. VRA shall use the Real Estate solely for the purpose of assisting the
Local Government with the financing of the Project as well as for such purposes as may be
3' "^ ^T, ~.-.4 ~"' .^ . ^334124913
10/3rO/I1
McGuireWOOds LLP Draft of
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incidental and necessary thereto. VRA will lease the Real Estate back to the Local Government
pursuant to the Financing Lease; provided, however, that upon the occurrence of an Event of
Default (as defined in the Financing Lease) or event of non-appropriation (as described in Article
VI of the Financing Lease, an "Event of Non-Appropriation") under the Financing Lease, VRA
may exercise the remedies provided in the Financing Lease.
6. Owner in Fee of Real Estate. The Local Government represents and warrants that
it is the owner in fee simple of the Real Estate.
7. Assignment and Sublease; Encumbrances.
(a) VRA may sell, assign or encumber its rights under this Lease or sublet the
Real Estate without the consent of the Local Government only (i) in connection with the
assignment of rights contemplated by and subject to the provisions of the Financing Lease, (ii) or
in connection with the exercise of remedies pursuant to Articles VI and X of the Financing
Lease.
(b) Except as otherwise provided herein or in the Financing Lease, until the
occurrence of an Event of Default or an Event ofNon-Appropriation under the Financing Lease,
VRA shall not be entitled to mortgage, pledge, assign or encumber its interest in the Real Estate
or this Lease. The Local Govemment agrees that, as long as any of the Rental Payments under
the Financing Lease remain unpaid, except as specifically provided for herein or in the Financing
Lease, the union of the interests of the Local Government and VRA shall not result in a merger
of this Lease and the fee interest in the Real Estate.
8. Termination. In the event the Local Government makes all of the Rental
Payments provided for in the Financing Lease, this Lease shall be considered assigned to the
Local Govemment and shall be terminated through merger of the leasehold interest with the fee
simple interest. VRA agrees, upon such assignment and termination or upon the expiration of
the term hereunder to surrender the Real Estate to the Local Government. Any permanent
improvements and structures and any personal property existing upon the Real Estate at the time
of termination of this Lease shall remain thereon, and VRA shall have no interest therein, and
such improvements, structures and personal property shall be free of any encumbrance imposed
by VRA pursuant to or in connection with this Lease or the Financing Lease at the time of such
termination. Upon request, VRA will execute and deliver to the Local Govemment an
appropriate instrument assigning, transferring and conveying to the Local Government all of
VRA's right, title and interest in this Lease and the Real Estate free from any lien encumbrance
or security interest except such as may be created or permitted by the Local Govemment, but
without other warranties, and shall enter into an appropriate instrument terminating this Lease.
9. Default. Upon the exercise of remedies pursuant to Articles VI and X of the
Financing Lease, VRA and its assignees, shall have the right to possession of the Real Estate for
the remainder of the term of this Lease and shall have the right to sublease the Real Estate or sell
its leasehold interest in the Real Estate and this Lease upon whatever terms and conditions it
deems prudent. Notwithstanding the foregoing, if VRA, its assigns or sublessees, shall receive a
payment for the sale of its interest or total rental payments for sublease that are, after payment of
their expenses in connection therewith, in excess of all amounts due under the Financing Lease
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applicable at the time of the occurrence or Event of Default or Event ofNon-Appropriation, such
excess shall be paid to the Local Government by VRA, its assigns or its sublessee.
The Local Government shall not have the right to exclude VRA from the Real Estate, to
take possession of the Real Estate (other than pursuant to the Financing Lease) or to terminate
this Lease prior to the expiration of its term upon any default by VRA hereunder.
Notwithstanding the foregoing, if, upon the exercise of the option to prepay VRA's interest in the
Real Estate granted to the Local Government in Section 5.2 of the Financing Lease and after the
payment of the amount specified therein and the other sums payable under the Financing Lease,
VRA fails to convey its interest in the Real Estate to the Local Government pursuant to such
option, the Local Government shall have the right to terminate this Lease, such termination to be
effective thirty (30) days after delivery of written notice of such termination to VRA.
10. Ouiet Enjoyment. Subject to Section 12 hereof, VRA at all times during the term
of this Lease peaceably and quietly shall have, hold and enjoy all of the Real Estate.
1 ] . Further Assurances. The Local Government shall to the fullest extent permitted
by law pass, make, do, execute, acknowledge and deliver such further resolutions, acts, deeds,
conveyances, assignments, transfers and assurances as may be necessary or desirable for the
better assuring, conveying, granting, assigning and confirming the rights of VRA under this
Lease, or as may be required to carry out the purposes of this Lease. The Local Government
shall at all times, to the fullest extent permitted by law, defend, preserve and protect all rights of
VRA under this Lease against all claims and demands of all persons.
12. Leaseback to Local Government. Contemporaneously with the execution of this
Lease, VRA and the Local Government shall execute the Financing Lease whereby VRA will
lease back to the Local Government, and the Local Government will lease from VRA, the Real
Estate, in accordance with the terms thereof. Title to the Real Estate shall be deemed to remain
in the Local Government at all times, subject to the leasehold interest of VRA. The Financing
Lease contains provisions which govern maintenance, payment of taxes, insurance, damage and
destruction and includes the option of the Local Government, upon payment of the purchase
price or upon completion of all Rental Payments required thereunder, to purchase VRA's interest
in the Real Estate.
13. Severability. If any clause, provision or section of this Lease shall be held illegal
or invalid by any court, the illegality or invalidity of such clause, provision or section shall not
affect the remainder of this Lease which shall be construed and enforced as if such illegal or
invalid clause, provision or section had not been contained in this Lease. If any agreement or
obligation contained in this Lease is held to be in violation of law, then such agreement or
obligation shall be deemed to be the agreement or obligation of the Local Government or VRA,
as the case may be, only to the extent permitted by law.
14. Notices. All notices or other communications to be given under this Lease shall
be in writing and shall be deemed to have been given when delivered in person or when mailed
by first class registered or certified mail, postage prepaid, addressed (a) if to the Local
Government, at 21 North Main Street, Chatham, Virginia 24531 (Attention: County
Administrator), or (b) if to VRA, at 1111 East Main Street, Suite 1920, Richmond, Virginia
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23219 (Attention: Executive Director). The Local Government and VRA may designate, by
notice given hereunder, any further or different addresses to which subsequent notices or other
communications shall be sent.
15. Counterparts. This Lease may be executed in any number of counterparts, each of
which shall be deemed to be an original, and all of which together shall constitute but one and
the same instrument.
16. Successors. This Lease shall be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
17. Apnlicable Law. This Lease shall be governed by the applicable laws of the
Commonwealth of Virginia.
18. Headines. The headings of the several sections of this Lease aze inserted for
convenience only and do not comprise a part of this Lease.
19. No Partnership. Nothing in this Lease shall be construed as making any party a
partner orjoint venturer with any other party.
20. Amendments. This Lease may not be amended except by written instrument
signed by the parties hereto.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Local Government, and VRA have caused this Lease to
be duly executed as of the day and year first above written.
COUNTY OF PITTSYLVANIA, VIRGINIA
By:
[SEAL]
ATTEST:
By:
Clerk, Board of Supervisors
COMMONWEALTH OF VIRGINIA:
COUNTY OF PI1'1'SYLVANIA:
The foregoing instrument was acknowledged before me in the County of Pittsylvania,
Virginia, this day of November, 2011, by and as of the
County of Pittsylvania, Virginia, and as Clerk of the Board of Supervisors of the County of
Pittsylvania, Virginia, respectively, on behalf thereof.
My commission expires:
Registration No.:
Notary Public
[SIGNATURE PAGE OF PRIME LEASE]
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VIRGINIA RESOURCES AUTHORITY
By:
William G. O'Brien, Chairman
[SEAL]
ATTEST:
By:
Stephanie L. Hamlett, Executive Director
COMMONWEALTH OF VIRGINIA:
CITY/COUNTY OF
The foregoing instrument was acknowledged before me in the
Virginia, this day of October, 2011, by William
Chairman of Virginia Resources Authority, on behalf thereof.
My commission expires:
Registration No.:
G. O'Brien, as
Notary Public
COMMONWEALTH OF VIRGINIA:
CITY OF RICHMONB:
The foregoing instrument was acknowledged before me in the City of Richmond,
Virginia, this day of October, 2011, by Stephanie L. Hamlett, as Executive Director of
Virginia Resources Authority, on behalf thereof.
My commission expires:
Registration No.:
Notary Public
[SIGNATURE PAGE OF PR[ME LEASE FOR COUNTY OF PITTSYLVANIA, VIRGINIA]
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EXHIBIT A
DESCRIPTION OF REAL ESTATE
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Description 33927492v2<Active> -Pittsylvania -Prime Lease
Document 2 ID interwovenSite://DMSPROXY/Active/3392749213
Description #33927492v3<Active> -Pittsylvania -Prime Lease
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EXHIBIT A
COUNTY OF PITTSYLVANIA, VIRGINIA
DESCRIPTION OF PROJECT
The Project includes financing (i) the construction, renovation and improvement of Cell
B of Phase II of the Local Government's municipal landfill, (ii) the purchase of a solid waste
compactor, and (iii) expenses related thereto and issuance costs in connection therewith
A-1
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EXHIBIT B
COUNTY OF PITTSYLVANIA, VIRGINIA
SOURCES AND USES SCHEDULE
B-1
P145
EXHIBIT C
COUNTY OF PITTSYLVANIA, VIRGINIA
EXPENDITURE SCHEDULE
Date Draw Amount Estimated Earnines*
* The estimated earnings were computed using an assumed interest rate of %, which was the
average interest rate on the Virginia SNAP investment pool for the seven days ended November _,
201 1.
C-1
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EXHIBIT D
COUNTY OF PITTSYLVANIA, VIRGINIA
REVENUE PROCEDURES 97-13 AND 2001-39
(See Attached)
D-1
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Prepared by:
Suzanne S. Long
McGuireWoods LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
Tax Parcel No.:
LOCAL LEASE ACQUISITION AGREEMENT AND FINANCING LEASE
Between
VIRGINIA RESOURCES AUTHORITY
as Lessor
And
COUNTY OF PITTSYLVANIA, VIRGINIA
as Lessee
Dated as of October 15, 2011
Virginia Resources Authority
Infrastructure and State Moral Obligation Revenue Bonds
(Virginia Pooled Financing Program)
Series 2011 B
THIS FINANCING LEASE IS EXEMPT FROM RECORDING TAXES UNDER
SECTION 58.1-811 OF THE CODE OF VIRGINIA OF 1950, AS AMENDED.
33927432.2
McGuireWoods LLP Draft of 10/4/11
P148
TABLE OF CONTENTS
Paee
ARTICLE I DEFINITIONS
Section 1.1 Definitions ........................................................................................... . 1
Section 1.2 Rules of Construction ......................................................................... . 4
ARTICLE II REP RESENTATIONS ................................................................................... . 4
Section 2.1 Representations by VRA ..................................................................... . 4
Section 2.2 Representations by Local Government ............................................... . 5
ARTICLE III ACQUISITION AND LEASE OF REAL ESTATE ...................................... . 7
Section 3.1 Acquisition of Financing Lease .......................................................... . 7
Section 3.2 Expenses ............................................................................................. . 7
Section 3.3 Lease to Local Government ................................................................ . 7
Section 3.4 Lease Term .......................................................................................... . 8
Section 3.5 Schedule 1.1 ........................................................................................ . 8
Section 3.6 Conditions Precedent .......................................................................... . 8
Section 3.7 Transfer Upon Termination ................................................................ . 9
Section 3.8 Disclaimer of Warranty ...................................................................... ]0
Section 3.9 Obligations of the Local Government Unconditional ........................ 10
Section 3.10 Appropriation of Rental Payments by Local Government ................ 10
Section 3.11 No Assignment ................................................................................... 10
Section 3.12 Title to Real Estate ............................................................................. ] 0
Section 3.13 Net Lease ........................................................................................... 10
ARTICLE IV USE OF LEASE PROCEEDS ....................................................................... 1 I
Section 4.1 Deposit of Lease Proceeds Amount; Investment of Amounts in
Local Account .................................................................................... l l
Section 4.2 Agreement to Accomplish Project ..................................................... 1 I
Section 4.3 Disbursement of Lease Proceeds and Earnings ................................. 12
Section 4.4 Permits ............................................................................................... 13
Section 4.5 Construction Contractors ................................................................... 13
Section 4.6 [Intentionally Omitted] ...................................................................... 13
Section 4.7 Local Government Required to Complete Project ............................. 13
Section 4.8 Payments and Rights Assigned .......................................................... ]3
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ARTICLE V PAYMENT AND REDEMPTION .......................................................... ...... 14
Section 5.1 Payment of Rental Payments and Related Amounts .................... ...... 14
Section 5.2 Redemption, Prepayment and Refunding .................................... ...... 15
ARTICLE VI NON-APPROPRIATION ........................................................................ ...... 16
Section 6.1 Non-Appropriation; Termination of Financing Lease ................. ...... 16
Section 6.2 Remedies of VRA ........................................................................ ...... 16
Section 6.3 Reinstatement ............................................................................... ...... 17
ARTICLE VII OPERATION AND USE OF REAL ESTA"fE AND
IMPROVEMENTS .................................................................................. ...... 17
Section 7.1 Maintenance; Continuous Operation ........................................... ...... 17
Section 7.2 Additions and Modifications ........................................................ ...... 17
Section 7.3 Use of Real Estate and the Improvements ................................... ...... 17
Section 7.4 Inspection of Real Estate and the Improvements and Local
Government's Books and Records .............................................. ....... 17
Section 7.5 Transfer of Permits to VRA ........................................................ ....... 18
Section 7.6 Sale or Encumbrance .................................................................. ....... 18
Section 7.7 Lawful Charges ............................................................................ ...... 18
Section 7.8 Environmental Responsibilities ................................................... ...... ]8
ARTICLE VIII INSURANCE, DAMAGE AND DESTRUCTION ................................ ....... 19
Section 8.1 Insurance ..................................................................................... ....... 19
Section 8.2 Requirements of Policies ............................................................ ....... 19
Section 8.3 Notice of Damage, Destruction or Condemna[ion ...................... ....... 20
Section 8.4 Damage and Destruction ............................................................. ....... 20
Section 8.5 Condemnation and Loss of "Title ................................................. ....... 21
ARTICLE IX SPECIAL COVENANT'S ....................................................................... ....... 21
Section 9.1 Tax Covenants ............................................................................ ....... 21
Section 9.2 Maintenance of Existence ........................................................... ....... 21
Section 9.3 Financial Records and Statements .............................................. ....... 21
Section 9.4 Certificate as to No Default ........................................................ ....... 22
Section 9.5 [Intentionally Omitted] ............................................................... ....... 22
Section 9.6 [Intentionally Omitted] ............................................................... ....... 22
Section 9.7 Further Assurances ...................................................................... ....... 22
Section 9.8 [,iability ....................................................................................... ....... 22
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Section 9.9 Assigtunent by Local Govemment ........................................ ............ 23
Section 9.10 Continuing Disclosure ........................................................... ............ 23
ARTICLE X DEFAULTS AND REMEDIES ........................................................ ............ 26
Section 10.1 Events of Default ................................................................... ............ 26
Section 10.2 Remedies ................................................................................ ............ 27
Section 10.3 Other Remedies ..................................................................... ............. 27
Section 10.4 Delay and Waiver ................................................................. ............. 28
Section 10.5 Non-Substitution ................................................................... ............. 28
ARTICLE XI MISCELLANEOUS ......................................................................... ............. 28
Section 11.1 State Aid Intercept ................................................................ ............. 28
Section 11.2 Successors and Assigns ......................................................... ............. 28
Section 11.3 Amendments ......................................................................... ............. 28
Section 11.4 [Intentionally Omitted] ......................................................... ............. 28
Section 11.5 Applicable Law ..................................................................... ............. 28
Section 11.6 Severability ........................................................................... ............. 28
Section 11.7 Notices .................................................................................. ............. 29
Section 11.8 Right to Cure Default ............................................................ ............. 29
Section 11.9 Headings ............................................................................... ............. 29
Section 11.10 Tetm of Financing Lease ...................................................... ............. 29
Section 11.11 Counterparts .......................................................................... ............. 29
Exhibit A [Intentionally Omitted]
Exhibit B Description of Real Estate
Exhibit C Pending or Threatened Actions, Suits, Proceedings or Investigations
Exhibit D Form of Requisition
Exhibit E Operating Data
Exhibit F Form of Opinion of Counsel to Local Government
Schedule 1.1 Final Terms
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FINANCING LEASE
THIS LOCAL LEASE ACQUISITION AGREEMENT AND FINANCING LEASE
(this "Financing Lease") is made as of October I5, 2011, between the VIRGINIA
RESOURCES AUTHORITY, a public body corporate and a political subdivision of the
Commonwealth of Virginia ("VRA"), as lessor, and the COUNTY OF PITTSYLVANIA,
VIRGINIA, a political subdivision of the Commonwealth of Virginia (the "Local
Govemment"), as lessee.
A. VRA intends to issue its Infrastructure and State Moral Obligation Revenue
Bonds (Virginia Pooled Financing Program), Series 2011 B, and to use a portion of the proceeds
thereof to acquire a leasehold interest in certain property of the Local Govemment to assist the
Local Government in financing the Project (as defined below).
B. VRA and the Local Govemment wish to set forth in this Financing Lease the
terms and conditions of the financing with the Local Government.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafrer contained, VRA and the Local Government covenant and agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. The capitalized terms contained in this Financing Lease shall
have the meanings set forth below unless the context otherwise requires:
"Act" means the Virginia Resources Authority Act, Chapter 21, Title 62.1 of the Code of
Virginia of 1950, as amended.
"Capital Reserve Fund" means the Capital Reserve Fund established under Section 7.1
of the Master Indenture to provide credit support for certain of the Series 2011 B VRA Bonds and
the other VRA Bonds.
"Closing Date" means November 16, 201 I, or such other date as may be determined by
VRA and set forth in Schedule 1.1.
"Effective Date" means October 20, 2011, which is the deadline for the Local
Government to provide an executed copy of this Agreement to VRA.
"Event of Default" shall have the meaning set forth in Section 10.1.
"Event of Non-Appropriation" shall have the meaning set forth in Section 6.1.
P152
"Financing Lease" means this Local Lease Acquisition Agreement and Financing Lease
dated as of October I5, 2011, between VRA and the Local Government, as modified, altered,
amended or supplemented in accordance with the terms hereof.
"Fiscal Year" means the twelve-month period beginning July 1 of one year and ending
on June 30 of the following year or such other twelve-month period established by the Local
Government as its annual accounting period.
"Improvements" means the structures and improvements now or hereafrer located or
situated on the Real Estate, whether or not pursuant to the undertaking of the Project.
"Insurance Consultant" means an independent insurance consultant who has a
favorable reputation for skill and experience in such work.
"Leases" means, collectively, the Prime Lease and this Financing Lease.
"Lease Proceeds Amount" has the meaning set forth in Schedule 1.1 attached hereto,
which has been determined by VRA. The Lease Proceeds Amount will be determined as
follows: By adding to or subtracting from the portion of the par amount of the Series 2011B
VRA Bonds allocable to this Financing Lease the Local Government's share of the net original
issue premium or discount on the Series 2011B VRA Bonds and by subtracting from the paz
amount of the Series 2011B VRA Bonds allocable to this Financing Lease the Local
Government's share of VRA's expenses as set forth in Section 3.2 and the Local Government's
share of the deposit on the Closing Date to the Capital Reserve Fund.
"Local Account" means the Local Account established for this Financing Lease within
the Series 2011B Acquisition Fund.
"Local Representative" means (i) the Chairman or Vice-Chairman of the Boazd of
Supervisors of the Local Government, (ii) the County Administrator of the Local Government or
(iii) any other official or employee of the Local Government authorized by resolution of the
Local Government to perform the act or sign the document in question.
"Local Resolution" means the resolution adopted on October 18, 2011, by a majority of
the members of the governing body of the Local Government approving the transactions
contemplated by and authorizing the execution and delivery of the Leases.
"Local Tax Document" means the Non-Arbitrage Certificate and Tax Compliance
Agreement, dated the Closing Date between the Local Government and VRA, as modified,
altered, amended and supplemented.
"Master Indenture" means the Master Indenture of Trust dated as of December 1, 2003,
between VRA and the Trustee, as modified, altered, amended and supplemented in accordance
with its teens.
"Maximum Authorized Principal Amourit" means the maximum paz amount of the
principal components of Rental Payments of $ ,asset forth in the Local Resolution.
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"Maximum Authorized TIC" means the maximum true interest cost associated with
this Financing Lease of _% per annum (exclusive of Supplemental Interest.)
"Prime Lease" means the Prime Lease, dated as of November 1, 2011, between the
Local Government and VRA, as modified, altered, amended and supplemented in accordance
with its terms and those of this Financing Lease.
"Proceeds Requested" means the sum of $2,852,820 which is the amount of lease
proceeds requested by the Local Government in connection with the sale by the Local
Government and the acquisition by VRA of this Financing Lease.
"Project" means the financing of (i) the construction, renovation and improvement of
Cell B of Phase II of the Local Government's municipal landfill, (ii) the purchase of a solid waste
compactor, and (iii) expenses related thereto and issuance costs in connection therewith.
"Project Budget" means the budget for the Project which is set forth in Schedule 1.1.
"Project Costs" means the costs of the Project to the extent such costs are included in
the definition of "cost" set forth in Section 62.1-199 of the Act, and includes the refunding of
obligations of VRA or the Local Government used to finance "costs" set forth in Section 62.1-
199 ofthe Act.
"Real Estate" means the real estate described in Exhibit B attached hereto.
"Rental Payments" means the rental payments due to VRA from the Local Government
pursuant to Section 5.1 including, but not limited to, Supplemental Interest.
"Sale Date" means November 2, 2011, or such other date as specified in Schedule 1.1.
"Series 2011B Acquisition Fund" shall have the meaning set forth in the Twentieth
Supplemental Series Indenture.
"Series 2011B VRA Bonds" means collectively, the Tax-Exempt Series 2011B VRA
Bonds and the Taxable Series 2011B Bonds, and, unless the Local Government receives notice
to the contrary from VRA, any bonds issued to refund the Series 2011B VRA Bonds in whole or
in part.
"Supplemental Interest" shall have the meaning set forth in Section 5.1(b).
"Taxable Series 2011B VRA Bonds" means the Virginia Resources Authority
Infrastructure and State Moral Obligation Revenue Bonds (Virginia Pooled Financing Program),
Series 2011 B (Taxable), in the original principal amount set forth in Schedule I.1 hereto.
"Tax-Exempt Series 2011B VRA Bands" means the Virginia Resources Authority
Infrastructure and State Moral Obligation Revenue Bonds (Virginia Pooled Financing Program),
Series 2011 B (Tax-Exempt), in the original aggregate principal amount set forth in Schedule 1.1
hereto.
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"Trustee" means U.S. Bank National Association, Richmond, Virginia, or its successors
serving in such capacity.
"Twentieth Supplemental Series Indenture" means the Twentieth Supplemental Series
Indenture of Trust dated as of November 1, 2011 between VRA and the Trustee, as modified,
altered, amended and supplemented in accordance with its terms and those of the Master
Indenture.
"Virginia SNAP" means the Commonwealth of Virginia State Non-arbitrage Program.
"VRA" means the Virginia Resources Authority, a public body corporate and a political
subdivision of the Commonwealth of Virginia.
"VRA Bonds" means the Series 2011B VRA Bonds and any additional Series of Bands
issued under the Master Indenture.
"VRA Reserve" means any one or more of the Capital Reserve Fund, the Infrastructure
Debt Service Reserve Fund, the Operating Reserve Fund, a CRF Credit Facility or an
Infrastructure Revenue DSRF Facility as defined in the Master Indenture.
Section 1.2 Rules of Construction. The following rules shall apply to the
construction of this Financing Lease unless the context requires otherwise:
(a) Singulaz words shall connote the plural number as well as the singular and
vice versa.
(b) Words importing the redemption or calling for redemption of this
Financing Lease shall not be deemed to refer to or connote the payment of this Financing Lease
at its stated maturity.
(c) All references in this Financing Lease to particular Articles, Sections or
Exhibits are references to Articles, Sections or Exhibits of this Financing Lease unless otherwise
indicated.
(d) The headings and table of contents as used in this Financing Lease aze
solely for convenience of reference and shall not constitute a part of this Financing Lease nor
shall they affect its meaning, construction or effect.
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ARTICLE II
REPRESENTATIONS
Section 2.1 Representations by VRA. VRA makes the following representations as
the basis for its undertakings under this Financing Lease:
(a) VRA is a duly created and validly existing public body corporate and a
political subdivision of the Commonwealth of Virginia vested with the rights and powers
conferred upon it under the Act.
(b) VRA has full right, power and authority to (i) issue, sell and deliver the
Series 2011B VRA Bonds, (ii) direct the Trustee to transfer a portion of the proceeds of the
Series 2011B VRA Bonds to the Local Government as contemplated under the Twentieth
Supplemental Series Indenture and this Financing Lease, (iii) execute, enforce and deliver the
Leases and the Twentieth Supplemental Series Indenture, and (iv) carry out and consummate all
other transactions contemplated by the Leases and the Twentieth Supplemental Series Indenture.
(c) When executed and delivered by VRA, the Leases will have been duly
authorized, executed and delivered by VRA and will constitute legal, valid and binding
obligations of VRA enforceable against VRA in accordance with their terms.
Section 2.2 Representations by Local Government. The Local Government makes
the following representations as the basis for its undertakings under this Financing Lease:
(a) The Local Government is a duly created and validly existing Virginia
"local government" (as defined in Section 62.1-199 of the Act) and is vested with the rights and
powers conferred upon it by Virginia law.
(b) The Local Government has full right, power and authority to (i) adopt the
Local Resolution and execute and deliver the Leases and all related documents, (ii) lease the
Real Estate and Improvements to VRA pursuant to the Prime Lease and to lease the Real Estate
and Improvements back from VRA pursuant to this Financing Lease, (iii) undertake the Project,
and (iv) carry out and consummate all of the transactions contemplated by the Local Resolution
and the Leases.
(c) This Financing Lease was duly authorized by the Local Resolution and is
in substantially the same form as presented to the Local Government's governing body at its
meeting at which the Local Resolution was adopted.
(d) All governmental permits, licenses, registrations, certificates,
authorizations and approvals required to have been obtained as of the Effective Date have been
obtained for (i) the Local Government's adoption of the Local Resolution, (ii) the execution and
delivery of the Leases, (iii) the Local Government's performance of its obligations under the
Leases and (iv) the undertaking of the Project. The Local Government knows of no reason why
any such required governmental permits, licenses, registrations, certificates, authorizations or
approvals not necessary to be obtained by such date cannot be obtained as required in the future.
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(e) This Financing Lease has been executed and delivered by duly authorized
officials of the Local Government and constitutes a legal, valid and binding obligation of the
Local Government enforceable against the Local Government in accordance with its terms.
(f} The execution and delivery of the Leases and the performance by the
Local Government of its obligations thereunder are within the powers of the Local Government
and will not conflict with, or constitute a breach or result in a violation of, (i) to the best of the
Local Government's knowledge, any Federal or Virginia constitutional or statutory provision,
including the Local Government's charter or articles of incorporation, if any, (ii) any agreement
or other instrument to which the Local Government is a party or by which it is bound or (iii) any
order, rule, regulation, decree or ordinance of any court, government or governmental authority
having jurisdiction over the Local Government or its property.
(g) The Local Government is not in default in the payment of the principal of
or interest on any of its indebtedness for borrowed money and is not in default under any
instrument under and subject to which any indebtedness for borrowed money has been incurred.
No event or condition has happened or existed, or is happening or existing, under the provisions
of any such instrument, including but not limited to this Financing Lease, which constitutes, or
which, with notice or lapse of time, or both, would constitute an event of default thereunder.
(h) She Local Government (i) to the best of the Local Government's
knowledge, is not in violation of any existing law, rule or regulation applicable to it in any way
which would have a material adverse effect on its financial condition or its ability to perform its
obligations under the Leases and (ii) is not in default under any indenture, mortgage, deed of
trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or
restriction of any kind to which the Local Government is a pazty or by which it is bound or to
which any of its assets is subject, which would have a material adverse effect on its financial
condition or its ability to perform its obligations under the Leases. The execution and delivery
by the Local Government of the Leases and the compliance with the terms and conditions thereof
will not conflict with or result in a breach of or constitute a default under any of the Forgoing.
(i) Except as may otherwise be approved by VRA or permitted by the terms
of the Leases, the Real Estate and the Improvements at all times aze and will be owned by the
Local Government and will not be operated or controlled by any other entity or person.
(j) Except as set forth in Exhibit C, there aze not pending nor, to the best of
the Local Government's knowledge, threatened against the Local Government, any actions, suits,
proceedings or investigations of a legal, equitable, regulatory, administrative or legislative
nature, (i) affecting the creation, organization or existence of the Local Government or the title
of its officers to their respective offices, (ii) seeking to prohibit, restrain or enjoin the approval,
execution, delivery and/or performance of the Local Resolution and/or the Leases, (iii) in any
way contesting or affecting the validity or enforceability of the Local Resolution, the Leases or
any agreement or instrument relating to any of the foregoing, (iv) in which a judgment, order or
resolution may have a material adverse effect on the Local Government or its business, assets,
condition (financial or otherwise), operations or prospects or on its ability to perform its
obligations under the Local Resolution or the Leases, or (v) related to the Project or the
undertaking thereof.
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(k) No material adverse change has occurred in the Local Government's
financial condition as indicated in the financial statements, applications and other information
furnished to VRA in connection with this Financing Lease.
(1) Nothing that would constitute an Event of Default hereunder has occurred
and is continuing.
ARTICLE III
ACQUISITION AND LEASE OF REAL ESTATE
Section 3.1 Acquisition of Financine Lease. Subject to the terms and conditions and
in reliance upon the representations, warranties and agreements set forth or incorporated herein,
VRA hereby agrees to loan, solely from the proceeds of the Series 2011B VRA Bonds, to the
Local Government, and the Local Government agrees to borrow from VRA, pursuant to the
terms of this Financing Lease the aggregate principal components of Rental Payments
determined by VRA to be fair, subject to VRA's Loan Pricing Objective (as defined below) and
market conditions described below, will result in a Lease Proceeds Amount substantially equal to
the Proceeds Requested.
The Local Government is executing this Financing Lease pursuant to the Local
Resolution. On or before the date hereof, the Local Government has delivered to VRA a copy of
the Local Resolution as adopted.
The Local Govermment acknowledges that VRA has advised the Local Government that
its objective is to pay the Local Government a Lease Proceeds Amount with respect to the
Financing Lease which in VRA's judgment reflects its market value ("Loan Pricing Objective")
taking into consideration such factors as the purchase price received by VRA for the Series
2011B VRA Bonds, the underwriters' discount and other issuance costs of the Series 2011B
VRA Bonds and other market conditions relating to the sale of the Series 2011B VRA Bonds.
The Local Government further acknowledges that VRA has advised it that such factors may
result in this Financing Lease having a value other than par and that in order to receive a Lease
Proceeds Amount that is substantially equal to the Proceeds Requested, the Local Government
may need to enter into this Financing Lease providing for aggregate principal components of
Rental Payments in an amount that is greater or less than the Proceeds Requested. The Local
Government, at the request of VRA, agrees to enter into this Financing Lease providing for
aggregate principal components of Rental Payments not in excess of the Maximum Authorized
Principal Amount and the interest component of Rental Payments reflecting a true interest cost
not in excess of the Maximum Authorized TIC to provide, to the fullest extent practicable given
VRA's Loan Pricing Objective, a Lease Proceeds Amount with respect to the Financing Lease
that is substantially equal to the Proceeds Requested. The Local Government acknowledges that
the Lease Proceeds Amount will be less than the Proceeds Requested should the Maximum
Authorized Principal Amount be insufficient, based upon VRA's Loan Pricing Objective, to
generate a Lease Proceeds Amount substantially equal to the Proceeds Requested.
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Section 3.2 Exaenses. VRA will pay, or cause to be paid, from the proceeds of the
Series 2011B VRA Bonds all expenses incident to the performance of its obligations under and
the fulfillment of the conditions imposed by this Financing Lease, including, but not limited to:
(i) the cost, if any, of preparing and delivering the Series 2011B VRA Bonds, (ii) the cost of
preparing, printing and delivering the Preliminary Official Statement and the Official Statement
for the Series 2011B VRA Bonds and any amendment or supplement to the Official Statement;
(iii) the fees and expenses of the financial advisor(s) and bond counsel to VRA; and (iv) all other
costs and expenses incurred by VRA in connection with the issuance, sale and delivery of the
Series 2011 B VRA Bonds. All expenses of the Local Government, including, but not limited to
the fees and disbursements of counsel and bond counsel to the Local Government will be paid by
the Local Govemment from the Lease Proceeds Amount or other funds of the Local
Government.
Section 3.3 Lease to Local Government. In order to effectuate the purposes of this
Financing Lease, the Local Government shall make, execute, acknowledge and deliver, or cause
to be made, executed, acknowledged and delivered, all contracts, deeds and other agreements in
the name of the Local Govemment and, in general, to do or cause to be done all such other things
as may be requisite or proper for the undertaking and completion of the Project, the lease of the
Real Estate and the Improvements to VRA pursuant to the Prime Lease and the fulfillment of the
obligations of the Local Government under this Financing Lease.
As of and on the Closing Date, VRA hereby agrees to lease to the Local
Government and the Local Government hereby agrees to rent from VRA, the Real Estate and the
Improvements on the terms and conditions set forth in this Financing Lease. As of and on the
Closing Date, the Local Govemment shall be entitled to possession of the Real Estate and the
Improvements and the Local Government may retain possession of the Real Estate and the
Improvements as long as there shall not have occurred an Event of Default or an Event of Non-
Appropriation.
During the term of this Financing Lease, title to the Real Estate and the
Improvements shall be deemed to be in the Local Govemment, subject to the rights of VRA
under this Financing Lease. To secure all obligations of the Local Government hereunder, the
Local Govemment hereby grants to VRA a security interest in and to all of the Local
Government's right, title and interest in and to all personal property and fixtures constituting a
portion of the Real Estate and the Improvements including substitutions and replacements
therefor, and all proceeds (cash and otherwise}, including the proceeds of insurance. The Local
Government agrees that with respect to such property VRA shall have all the rights and remedies
of a secured party under the Virginia Uniform Commercial Code.
The Local Govemment acknowledges that on the Closing Date VRA will grant to
the Trustee a leasehold interest in the Real Estate and the Improvements pursuant to a Leasehold
Deed of Tmst and Security Agreement (the "Deed of Trust") between VRA and the Tmstee.
Section 3.4 Lease Term. The term of this Financing Lease shall commence on the
Closing Date and, subject to the provisions of Section 6.1, shall continue until the earlier of
(i) October 1, , (provided that all of the Rental Payments specified in Schedule 1.1 have been
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paid in full) or (ii) the date on which redemption, prepayment or refunding is made pursuant to
Section 5.2.
Section 3.5 Schedule 1.1. A completed copy of Schedule 1.1 hereto setting forth the
Rental Payment schedule, including the principal and interest components thereof, the Lease
Proceeds Amount, the Closing Date, the Project Budget and the principal amount of the Series
2011B VRA Bonds, shall be completed by VRA on or after the Sale Date. The completed
Schedule 1.1 shall be delivered to the Local Government and attached to this Financing Lease.
Upon delivery to the Local Government, the completed Schedule 1.1 shall become a part of this
Agreement the same as if it were a part hereof on the Effective Date.
Section 3.6 Conditions Precedent. VRA shall not require the Trustee to deposit of
the Lease Proceeds Amount into the Local Account, pursuant to Section 4.1, unless:
(a) VRA has received as of the Closing Date the following, all in form and
substance satisfactory to VRA:
(I) Certified copies of the Local Resolution and alt other ordinances
and resolutions of the Local Government relating to this Financing Lease;
(2) A certificate of appropriate officials of the Local Government
dated as of the Closing Date as to the matters set forth in Section 2.2, including
references to both Leases and the Local Tax Document, as applicable, and such other
matters as VRA may reasonably require;
(3} A certificate of [he Local Representative to the effect that the
Lease Proceeds Amount and funds available from the other sources specified in the
Project Budget will be sufficient to pay the estimated total Project Costs, and specifying
the date the Local Government is expected to complete the Project;
(4) Evidence that the Local Government is in compliance with the
insurance provisions set forth in Sections 8.1 and 8.2 as of the Closing Date;
(5) Evidence that the Local Government is in compliance with the
construction contract provisions set forth in Section 4.5 as of the Closing Date;
(6) Evidence that the Local Government has performed and satisfied
alt of the terms and conditions contained in this Financing Lease to be performed and
satisfied by it as of the Closing Date;
(7) An opinion of counsel to the Local Government in substantially the
form attached as 1'sxhibit F hereto;
(8) An opinion of bond counsel to the Local Government in form and
substance reasonably satisfactory to VRA;
(9) Original executed counterparts of the Prime Lease and the Local
Tax Document;
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(10) A Phase I environmental report on the Real Estate and/or an
environmental questionnaire, in form and substance satisfactory to VRA;
(] 1) Such other documentation, certificates and opinions as VRA may
reasonably require, as set forth in Schedule l.l; and
(b) The initial purchasers of the Series 2011 B VRA Bonds shall have paid in
full and VRA shall have accepted the purchase price for the Series 2011B VRA Bonds on the
Closing Date. It is understood that the sole source of funds to pay the Lease Proceeds Amount is
a portion of the proceeds of the Series 2011 B VRA Bonds.
Section 3.7 Transfer Upon Termination. After all payments have been made
pursuant to Section 5.1 or prepayment has been made pursuant to Section 5.2, the Local
Government shall be deemed to have acquired all of VRA's right, title and interest in the Real
Estate and the Improvements and the Prime Lease. In such event, and upon request, VRA will
execute and deliver to the Local Government an appropriate instrument assigning, transferring
and conveying to the Local Govemment all of VRA's right, title and interest in the Prime Lease
and the Real Estate and the Improvements free from any lien, encumbrance or security interest
except such as may be created or permitted by the Local Government, but without other
warranties, and shall enter into an appropriate instrument terminating this Financing Lease.
Section 3.8 Disclaimer of Warranty. The Project is being constructed at the Local
Govemment's request and by the Local Government. VRA MAKES NO REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
MERCHANTABILITY, CONDITION OR FITNESS OF THE REAL ESTATE, THE
IMPROVEMENTS ORTHE PROJECT FOR THE LOCAL GOVERNMENT'S PURPOSES.
Section 3.9 Oblieations of the Local Government Unconditional. Except as
otherwise provided in this Financing Lease, including without limitation Section 3.10, the
obligation of the Local Govemment to make all payments pursuant to this Financing Lease and
to observe and perform all other covenants, conditions and agreements under the Leases shall be
absolute and unconditional, irrespective of any rights of setoff, recoupment or counterclaim the
Local Govemment otherwise might have against VRA, and the Local Govemment shall not
suspend or discontinue any such payments or fail to observe and perform any of its other
covenants, conditions and agreements under the Leases.
Section 3.10 Appropriation of Rental Payments by Local Government. The Local
Government reasonably believes that sufficient funds can be obtained to make all payments
required under the term of this Financing Lease. While recognizing that it is not empowered to
make any binding commitment beyond the current Fiscal Year, the Local Govemment hereby
states that it is its current intention to make sufficient annual appropriations during the term of
this Financing Lease to make such payments. Notwithstanding anything in this Financing Lease
to the contrary, the Local Government's obligations to pay the cost of performing its obligations
under this Financing Lease, including, without limitation, its obligations to make Rental
Payments and all other payments required under this Financing Lease, shall be subject to and
dependent upon annual appropriations being made from time to time by the governing body of
the Local Government and, subsequently by the Local Government, for such purpose. The Local
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Government hereby directs the County Administrator or the Director of Finance or other officer
charged with the responsibility for preparing the Local Government's budget to include in the
budget for each Fiscal Year during which this Financing Lease is in effect a request that the
Local Government appropriate in the Fiscal Year the amount of the Rental Payments and all
amounts required to be paid under this Financing Lease during such Fiscal Year.
Section 3.11 No AssiEnment. Except as permitted herein or contemplated by the
Leases, the Local Government covenants that it will not assign this Financing Lease or any
interest herein, without the prior written consent of VRA.
Section 3.12 Title to Real Estate. This Financing Lease is intended for security. For
purposes of laws governing taxation, title to the Real Estate and the Improvements will be
deemed to be in the Local Government at all times, subject to VRA's right to possession upon the
occurrence of an Event of Default or an Event ofNon-Appropriation.
Section 3.13 Net Lease. This Financing Lease is intended to be a net lease to VRA.
The Local Govemment shall comply with and pay or cause to be paid the cost of all repairs,
replacements and renewals, the cost of insurance, all utility and other charges and all taxes (local,
state and federal) which may now or hereafrer be imposed upon the ownership, leasing, rental,
sale, purchase, possession or use of the Real Estate and the Improvements. If the Local
Govemment fails to pay or cause to be paid such costs, charges or taxes when due, VRA, afrer
giving the Local Government notice and a reasonable opportunity to cure, shall have the right,
but shall not be obligated, to pay the same. If VRA pays any such costs, chazges or taxes for
which the Local Government is responsible or liable under this Financing Lease, VRA shall be
entitled to be reimbursed promptly therefor by the Local Government in accordance with the
provisions of Section 11.8 hereof.
ARTICLE IV
USE OF LEASE PROCEEllS
Section 4.1 Deaosit of Lease Proceeds Amount: Investment of Amounts in Local
Account. (a) On the Closing Date, VRA shall cause the Trustee to deposit the Lease Proceeds
Amount into the Local Account and to apply the Lease Proceeds Amount and the earnings
thereon as set forth in the Twentieth Supplemental Series Indenture, this Financing Lease and the
Local Tax Document.
(b) The Local Government acknowledges and consents to the investment of
the Lease Proceeds Amount and the earnings thereon in Virginia SNAP.
Section 4.2 Aereement to Accomplish Proiect. (a) The Local Government agrees to
cause the Project to be acquired, constructed, expanded, renovated, equipped and, subject to
Section 3.10, financed in accordance with the Project Budget and the plans, specifications and
designs approved by the Local Government. The Local Government shall use its best efforts to
complete the Project by the date set forth in the certificate delivered under Section 3.6(a)(3). All
plans, specifications and designs shall be approved by all applicable regulatory agencies. "I"he
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Local Government agrees to maintain complete and accurate books and records of the Project
Costs and permit VRA or the Trustee through their duly authorized representatives to inspect
such books and records at any reasonable time.
(b) When the Project has been completed, the Local Government shall
promptly deliver to VRA and the Trustee a certificate signed by a Local Representative stating
(i) that the Project has been completed substantially in accordance with this Section and in
substantial compliance with all material applicable laws, ordinances, rules and regulations, (ii)
the date of such completion, and (iii) that all certificates of occupancy or other material permits
then necessary for the Project's use, occupancy and operation have been issued or obtained.
Such certificate shall be accompanied by a copy of the final requisition submitted to the Trustee
pursuant to Section 4.3, including Schedule 1 thereto.
(c) If, upon the completion of the Project, there remain in the Local Account
amounts that will not be necessary to pay Project Costs, the Trustee will then apply any
remaining balance at the direction of the Local Govemment in such manner as will not, in the
opinion of bond counsel delivered to VRA and the Trustee, have an adverse effect on the tax-
exempt status of the Tax-Exempt Series 2011B VRA Bonds.
Section 4.3 Disbursement of Lease Proceeds and Earnings. The Local Government
agrees that amounts in the Local Account will be applied solely and exclusively to the payment
or reimbursement of the Local Government for the Project Costs. Disbursements shall be made
by the Trustee to the Local Government not more frequently than once each calendaz month
(unless otherwise agreed by VRA, the Trustee and the Local Government) upon receipt by the
Trustee and VRA of the following:
(a) A requisition (upon which the Trustee and VRA shall be entitled to rely)
signed by a Local Representative and containing all information called for by, and otherwise
being in the form of, Exhibit D (including Schedule 1 thereto).
(b) Receipts, vouchers, statements, bills of sale or other evidence of payment
of the Project Costs for which reimbursement is being requested.
(c) If any requisition includes an item for payment for labor or to contractors,
builders or materialmen:
(1) a certificate, signed by a Local Representative, stating that such
work was actually performed or such materials, supplies or equipment were actually
furnished or installed; and
(2) a certificate, signed by a Local Representative, stating that no
notice of any lien, right to lien or attachment upon, or claim affecting the right to receive
payment of, any of the money payable under the requisition to any of the persons, firms
or corporations named in it has been received, or if any notice of any such lien,
attachment or claim has been received, such lien, attachment or claim has been released
or discharged or will be released or discharged upon payment of the requisition.
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(d) If any requisition includes an item for payment of the cost of acquisition
of any lands or easements, rights or interests in or relating to lands, there shall also be attached to
such requisition:
(1) a certificate, signed by a Local Representative, stating that such
lands, easements, rights or interests are being acquired and are necessary or convenient
for the construction of such Project; and
(2) a certificate, signed by a Local Representative, stating that upon
payment therefor the Local Government will have title in fee simple to, or easements,
rights or interests sufficient for the purposes of, the Project over and through the subject
lands.
Upon receipt reasonably satisfactory to VRA of each such requisition and accompanying
invoices, and ceRificate or certificates, the Trustee shall make payment in accordance with such
requisition from the Local Account.
The Local Government agrees that any amounts disbursed to it or for its account
from the Local Account will be (i) immediately applied to reimburse the Local Government
for Project Costs it has already incurred and paid or (ii) actually spent to pay Project Costs
not later than five banking days after receipt.
Section 4.4 Permits. The Local Government shall at its sole cost and expense apply
for and obtain ar cause to be applied for and obtained all permits, consents and approvals
required by local, state or federal laws, ordinances, rules, regulations or requirements in
connection with the acquisition, construction, equipping, occupation, operation or use of the Real
Estate, the Improvements and the Project, as applicable. The Local Govemment shall, upon
request, promptly famish to VRA and the Trustee copies of all such permits, consents and
approvals.
Section 4.5 Construction Contractors. Each genera] construction contractor
employed in the accomplishment of the Project shall be required in the construction contract to
famish a performance bond and a payment bond each in an amount equal to 100% of the
paRicular contract price. Such bonds shall list the Local Government, VRA and the Trustee as
beneficiaries. Neither VRA nor the Trustee shall make any claims or exercise any rights under
such bonds unless and until an Event of Default occurs hereunder. Each contractor shall be
required to maintain during the construction period covered by the particular construction
contract builder's risk insurance, workmen's compensation insurance, public liability insurance,
property damage insurance and vehicle liability insurance in amounts and on terms satisfactory
to VRA.
Section 4.6 ifntentionally Omittedl.
Section 4.7 Local Government Required to Complete Project. If the Lease
Proceeds Amount and the earnings thereon are not sufficient to pay in full the cost of the Project,
the Local Government will complete the Project at its own expense from lawfully available and
appropriated funds and shall not be entitled to any reimbursement therefor from VRA or any
abatement, diminution or postponement of its payments under this Financing Lease.
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Section 4.8 Pavments and Rights Assigned. The Local Government consents to
VRA's assignment to the Trustee of VRA's rights under this Financing Lease. The Local
Government also acknowledges and consents to the reservation by VRA of the right and license
to enjoy and enforce VRA's rights under this Financing Lease so long as no Event of Default (as
defined in the Master Indenture) with respect to the Series 2011B VRA Bonds shall have
occurred and be continuing. The Local Government agrees to pay directly to the Trustee all
amounts payable by the Local Government under this Financing Lease (except for those amounts
due under Section 11.8, which are payable directly to VRA).
ARTICLE V
PAYMENT AND REDEMPTION
Section 5.1 Pavment of Rental Pavments and Related Amounts. (a) Until all
amounts payable pursuant to this Financing Lease have been paid in full, the Local Government
agrees to pay VRA or the Trustee, subject to Section 3.10 and Article VI, the following amounts
as provided below:
(1) To the Trustee, all amounts specified in Schedule 1.1 on such dates
as provided in Schedule l.l. The term "interest," as used in Schedule L1, shall include
Supplemental Interest, when and if payable.
(2) To the Trustee, on VRA's demand, any amounts payable under the
Local Tax Document, including without limitation the cost of any rebate calculation
agent.
(3) To VRA on its demand, a late payment penalty in an amount equal
to 5.0% of any Rental Payment not paid within 10 days after its due date.
(4) To the Trustee, the Local Government's share (as determined by
VRA) of the annual fees and expenses of the Trustee, less the Local Government's share
of earnings on the Revenue Fund, Infrastructure Revenue Debt Service Fund and Moral
Obligation Debt Service Fund established under the Master Indenture (as determined by
VRA). Any such payment will be due and payable no later than 15 days after VRA or
the Trustee sends to the Local Government a written bill for such payment.
(5) To VRA, to the extent permitted by law and subject to
appropriation from legally available funds, the reasonable costs and expenses, including
reasonable attorneys' fees, if any, incurred by VRA in connection with an Event of
Default, Event of Non-Appropriation or default by the Local Government under this
Financing Lease, or in connection with any amendment to or discretionary action that
VRA undertakes at the request of the Local Government under this Financing Lease or
any other document related to the Series 2011B VRA Bonds or this Financing Lease.
Any such payment will be due and payable no later than 15 days after VRA or the
Trustee sends to the Local Government a written bill for it.
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(b) If any failure of the Local Government to pay all or any portion of any
Rental Payments results in a withdrawal from or a drawing on any VRA Reserve, the interest
rate components of the Rental Payments shall be increased to reflect interest rates sufficient to
reimburse the VRA Reserve for any foregone investment earnings and/or pay any interest, fees
or penalties assessed as a result of the withdrawal from or drawing on the VRA Reserve. The
increment of interest payable pursuant to the increase in rates shall be referred to as
"Supplemental Interest." The Local Government's obligation to pay Supplemental Interest shall
commence on the date of VRA's withdrawal or drawing of funds from the VRA Reserve
occasioned by the Local Govemment's failure to pay a required payment or portion thereof as
described above (the "Supplemental Interest Commencement Date"). The Local Government's
obligation to pay Supplemental Interest shall terminate on the date on which the Local
Govemment remedies such failure to pay by making all payments required but outstanding since
the date of such failure to pay (the "Supplemental Interest Termination Date"). From the
Supplemental Interest Commencement Date to the Supplemental Interest Tennination Date,
Supplemental Interest shall be due and payable on the regularly scheduled payment dates
provided for in Schedule 1.1. As soon as reasonably possible after the Supplemental Interest
Commencement Date and before the next regularly scheduled payment date provided for in
Schedule l.l, VRA shall deliver to the Local Govemment a certificate as to the increase in
interest rates and the amount of 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.
(c) The Local Govemment's obligations to pay the amounts described above
and to make Rental Payments, subject to Section 3.10, shall not be discharged in whole or in part
by any amount withdrawn from or drawn on a VRA Reserve pursuant to the Master Indenture.
The Local Govemment will remain obligated, subject to Section 3.10, to make its Rental
Payments.
Section 5.2 Redemption, Prepavment and Refunding. (a) Other than as set forth in
subsections (b) and (c) below, the Local Government may not defease, redeem, prepay or refund
the Local Government's obligation under this Financing Lease without the written consent of
VRA. Any defeasance, redemption, prepayment or refunding of the Local Government's
obligations under this Financing Lease that is approved by VRA shall occur in such manner and
in such amount, and shall be subject to such conditions as VIZA shall determine.
(b) VRA will cancel and return this Financing Lease to the Local Government
upon satisfaction of the following conditions:
(1) The Local Government will provide not less than 90 days' prior
written notice of the deposit of the funds described in (2), (3) and (4) below.
(2) "fhe Local Government will deposit with the Trustee an amount
sufficient for VRA to establish an escrow of cash and United States 1'rcasury
Securities-State and Local Government Series ("SLGs") the principal of and interest on
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which will be sufficient (without reinvestment) to cause the defeasance in full of the
principal of and redemption premium, if any, and interest on the portion of the Series
2011B VRA Bonds allocable to this Financing Lease (as determined by VRA) (the
"Related Series 2011B VRA Bonds") under Article XII of the Master Indenture. The
defeasance of the Related Series 2011B VRA Bonds may be either to maturity or an
earlier redemption date as determined by the Local Government. The Local Government
acknowledges that no funds in any VRA Reserve, will be available to the Local
Government for any deposit under this subsection (b). The SLGs will have a yield not in
excess of the applicable arbitrage yield on the Series 20118 VRA Bonds.
(3) The Local Government will deposit with VRA cash in an amount
sufficient, as determined by VRA, to provide for the payment of the cost of the
verification report required for the defeasance of the Related Series 2011 B VRA Bonds
under Article XII of the Master Indenture, any costs incurred by VRA in connection with
the redemption, refunding and defeasance of the Related Series 2011B VRA Bonds and
all amounts overdue or then due on this Financing Lease (including, without limitation,
any Supplemental Interest) and amounts overdue, due or to become due under Section
5.1(a)(2)-(5) ofthis Financing Lease.
(4) The Local Government will deposit with VRA cash in an amount
equal to the present value of interest as described in Schedule 1.1 that would be paid
under this Financing Lease at a rate equal to 0.125%, payable semiannually, to the end of
the term of this Financing Lease or, if earlier, the redemption date of the Related Series
201 IB VRA Bonds. Present value shall be determined by using a discount rate equal to
the applicable arbitrage yield on the Series 2011B VRA Bonds.
(c) VRA shall permit the defeasance, redemption, prepayment or purchase of
this Financing Lease out of amounts remaining in the Local Account as described in Section
4.2(c); provided that any such defeasance, redemption or prepayment of this Financing Lease
results in the defeasance, redemption or prepayment of the corresponding principal amount and
maturities of the Related Series 2011B VRA Bonds as determined by VRA.
ARTICLE VI
NON-APPROPRIATION
Section 6.1 Non-Approariation; Termination of Financine Lease. If, as a result of
the failure of the Local Government to appropriate moneys for such purposes (an "Event ofNon-
Appropriation"), the Local Government is unable to pay when due the Rental Payments and
other payments to be paid under this Financing Lease, VRA shall have the right to terminate this
Financing Lease upon 30 days' written notice of the exercise of its rights pursuant to this Section,
which notice shall specify the effective date for such termination; provided that such termination
shall be effective not later than the date through which rent has been paid in accordance with the
terms hereof.
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Section 6.2 Remedies of VRA. ]f, as a result of an Event of Non-Appropriation, the
Local Govcrnment is unable to pay when due the Rental Payments and other payments to be paid
under this Financing Lease, VRA, with or without terminating this Financing Lease, may
exclude the Local Government from possession of the Rcal Estate and/or the improvements and
may sell its interest in, or lease or sublease the Real Estate and/or the Improvements in the
manner provided for by Section 10.2(b) hereof or take any and all actions available to it under
Section 62.1-216.1 of the Act; provided, however, that in connection with any such sale of its
interest in the Real Estate and/or the Improvements or lease or sublease of the Real Estate and/or
the Improvements, VRA shall require that such sale agreement, lease or sublease contain a
provision providing that such purchaser, lessee or sublessee shall indemnify VRA and the Local
Government for any liabilities arising during such party's use of the Real Estate and/or the
Improvements. The Local Government agrees to assist VRA in every reasonable way in
reletting or selling its leasehold interest in the Real Estate and/or the Improvements pursuant to
this Article VI.
Section 6.3 Reinstatement. Notwithstanding any termination of this Financing Lease
in accordance with the provisions of Section 6.2, unless (i) VRA shall have sold its interest in the
Real Estate and/or the Improvements, or (ii) VRA shall have entered into a firm bilateral
agreement providing for the reletting of the Real Estate and/or the Improvements for a period of
at least one year, if all overdue Rental Payments and all other sums payable under this Financing
Lease and the other Leases shall have been paid, this Financing Lease shall be fully reinstated,
and the Local Government shall be restored to the use, occupancy and possession of the Real
Estate and/or the Improvements.
ARTICLE VII
OPERATION AND USE OF REAL ESTATE AND IMPROVEMENTS
Section 7.1 Maintenance; Continuous Operation. At its own cost and expense the
Local Government shall operate or cause to be operated the Improvements in a proper, sound and
economical manner in compliance with all legal requirements and shall maintain the
Improvements in good repair and operating condition and from time to time shall make all
necessary repairs, renewals and replacements. The Local Government shall continuously operate
the Improvements during the term of this Financing Lease.
Section 7.2 Additions and Modifications. At its own expense the Local Government
from time to time may make any additions, modifications or improvements to the Real Estate
and/or the Improvements which it deems desirable and which do not materially reduce the value
of the Real Estate and/or the Improvements or the structural or operational integrity of any part
of the Improvements, provided that all such additions, modifications or improvements comply
with all applicable federal, state and local laws, rules, regulations, orders, permits, authorizations
and requirements. All such renewals, replacements, additions, modifications and improvements
shall become part of the Real Estate.
Section 7.3 Use of Real Estate and the Improvements. The Local Government shall
comply or cause to be complied with all lawful requirements of any governmental authority
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regarding the Real Estate and the Improvements, whether now existing or subsequently enacted,
whether foreseen or unforeseen or whether involving any change in governmental policy or
requiring structural, operational or other changes to the Real Estate and the Improvements,
irrespective of the cost of making the same.
Section 7.4 Inspection of Real Estate and the Improvements and Local
Government's Books and Records. VRA, the Trustee and their duly authorized representatives
and agents shall have such reasonable rights of access to the Real Estate and the Improvements
as may be necessary to determine whether the Local Government is in compliance with the
requirements of this Financing Lease and shall have the right at all reasonable times and upon
reasonable prior notice to the Local Government to examine and copy the Local Government's
books and records insofar as such books and records relate to the Real Estate and the
Improvements.
Section 7.5 Transfer of Permits to VRA. The Local Government covenants to
transfer promptly any permits necessary for operation of the Real Estate and Improvements to (a)
VRA or VRA's designee, should VRA exercise its rights under Section 10.2(b) of this Financing
Lease or (b) the Trustee or the Trustee's designee, should the Trustee exercise its rights under the
Deed of Trust.
Section 7.6 Sale or Encumbrance. No par[ of the Real Estate, including the
Improvements, shall be sold, exchanged, leased, subleased, mortgaged, encumbered or otherwise
disposed of except with the written consent of VRA.
Section 7.7 Lawful Charges. The Local Government shall pay or cause to be paid
when due all taxes, fees, assessments, levies and other governmental Chazges of any kind
whatsoever (collectively, the "Governmental Chazges") which are (i) assessed, levied or imposed
against the Real Estate and/or the Improvements or the Local Government's interest in it, or (ii)
incurred in the operation, maintenance, use and occupancy of the Real Estate and/or the
Improvements. The Local Government shall pay or cause to be discharged, or shall make
adequate provision to pay or discharge, all lawful claims and demands for labor, materials,
supplies or other objects which, if unpaid, might by law become a lien upon all or any part of the
Real Estate and/or the Improvements (collectively, the "Mechanics' Chazges"). The Local
Government, however, afrer giving VRA ten days' notice of its intention to do so, at its own
expense and in its own name, may contest in good faith any Governmental Chazges or
Mechanics' Charges. If such a contest occurs, the Local Government may permit the same to
remain unpaid during the period of the contest and any subsequent appeal unless, in VRA's
reasonable opinion, such action may impair the lien granted by this Financing Lease, in which
event, such Governmental Charges or Mechanics' Chazges promptly shall be satisfied or secured
by posting with the Trustee or an appropriate court a bond in form and amount satisfactory to
VRA. Upon request, the Local Government shall furnish to VRA proof of payment of all
Governmental Chazges and Mechanics' Charges the Local Government is required to pay under
this Financing Lease.
Section 7.8 Environmental Responsibilities.
(a) As used in this Financing Lease, "Environmental Condition" means any
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adverse condition relating to surface water, ground water, drinking water supply, land, surface
and subsurface strata or the ambient air, and includes, without limitation, air, land and water
pollutants, noise, vibration, light, and odors, which may result in a claim of liability under the
Comprehensive Environmental Response, Compensation and Liability Act, as amended
("CERCLA"), or the Resource Conservation and Recovery Act ("RCRA"), or any claim of
violation of the Clean Air Act, the Clean Water Act, the Toxic Substance Control Act ("TSCA"),
or any claim of liability or of violation under any federal statute hereafrer enacted dealing with
the protection of the environment or with the health and safety of employees or members of the
general public, or under any rule, regulation, permit or plan under any of the foregoing, or under
any law, rule or regulation now or hereafrer promulgated by the Commonwealth of Virginia, or
any political subdivision thereof, relating to such matters (collectively, "Environmental Laws").
(b) VRA shall, at all times during the term of this Financing Lease, comply
with all Environmental Laws applicable to the Real Estate and the Improvements and shall not
cause any Environmental Condition on or about the Real Estate or the Improvements.
(c) The Local Government shall, at all times during the term of this Financing
Lease, comply with all Environmental Laws applicable to the Real Estate and Improvements and
shall not, in the use and occupancy of the Improvements, cause any Environmental Condition on
or about the Real Estate or the Improvements.
ARTICLE VIII
INSURANCE, DAMAGE AND DESTRUCTION
Section 8.1 Insurance. The Local Government continuously shall maintain or cause
to be maintained insurance against such risks as are customarily insured against by public bodies
operating projects similar in size and character to the Improvements, including, without
limitation:
(a) Insurance in the amount of the full replacement cost of the Improvements'
insurable portions against loss or damage by fire and lightning, with broad form extended
coverage endorsements covering damage by windstorm, explosion, aircraft, smoke, sprinkler
leakage, vandalism, malicious mischief and such other risks as are normally covered by such
endorsements (limited only as may be provided in the standard form of such endorsements at the
time in use in Virginia). The determination of replacement cost shall be made, in conjunction
with representatives of the Local Government, by a recognized appraiser or insurer selected by
the Local Government and acceptable to VRA.
(b) Comprehensive general liability insurance with a combined single limit of
$1,000,000 per year against liability for bodily injury, including death resulting therefrom, and
for damage to property, including loss of its use, arising out of the ownership, maintenance,
operation or use of the Real Estate and/or the Improvements.
(c) Unless the Local Government qualities as aself-insurer under Virginia
law, worker's compensation insurance.
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Neither VRA nor the Trustee shall have any responsibility or obligation with respect to
(i) the procurement or maintenance of insurance or the amounts or the provisions with respect to
policies of insurance or (ii) the application of the proceeds of insurance.
The Local Government shall provide annually to VRA a certificate or certificates of the
respective insurers evidencing the fact that the insurance required by this Section is in force and
effect.
Section 8.2 Requirements of Policies. All insurance required by Section 8.1 shall be
maintained with generally recognized responsible insurance companies selected by the Local
Government and reasonably acceptable to VRA. Such insurance may be written with deductible
amounts compazable to those on similaz policies carried by other structures of like size and
chazacter to the Improvements. If any such insurance is not maintained with an insurer licensed
to do business in Virginia or placed under the requirements of the Virginia Surplus Lines
Insurance Law, Chapter 48, Title 38.2, Code of Virginia of 1950, as amended, or any successor
statute, the Local Government shall provide evidence reasonably satisfactory to VRA that such
insurance is enforceable under Virginia law.
In lieu of obtaining any of the policies of insurance required by Section 8.1, the Local
Government may adopt altemative risk management programs which it determines to be
reasonable, including, without limitation, to self-insure in whole or in part, individually or in
connection with other units of local government or other institutions, to participate in programs
of captive insurance companies, to participate with other units of local government or other
institutions in mutual or other cooperative insurance or other risk management programs, to
participate in State or Federal insurance programs, to take advantage of State or Federal laws
now or hereafter in existence limiting liability, or to establish or participate in other altemative
risk management programs, all as may be reasonable and appropriate risk management by the
Local Government and that provide compazable coverages required by such sections. In
addition, any insurance coverage pursuant to this Article may be pursuant to a program whereby
the Local Government self-insures against certain losses up to a stated loss amount, and retains
excess coverage from an insurer meeting the requirements of this Article.
Any self-insurance plan or alternative risk management program maintained by the Local
Government with respect to the Improvements will be a Qualified Self-Insurance Plan. A
"Qualified Self-Insurance Plan" means any plan or program of self-insurance regazding which
the Local Government shall have received an opinion of an Insurance Consultant that the Local
Government has established an adequate, actuarially sound program for the funding of reserves
for such self-insurance or an insurance pool established in accordance with the Virginia Code. In
the event the Local Government is insured through aself-insurance program other than a pool,
the Local Government agrees to (i) comply with such program unless a change therein is
recommended by the Insurance Consultant, (ii) cause the Insurance Consultant to review any
Qualified Self-Insurance Plan at least annually and to make written recommendations as to what
funding levels are adequate to protect against the risks covered by the plan and (iii) follow the
recommendations of such Insurance Consultant.
Section 8.3 Notice of Damaee, Destruction or Condemnation. In case of (i) any
damage to or destruction of any material part of the Improvements, (ii) a taking of all or any part
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of the Real Estate and/or the Improvements or any right in it under the exercise of the power of
eminent domain, (iii) any loss of the Real Estate because of failure of title, or (iv) the
commencement of any proceedings or negotiations which might result in such a taking or loss,
the Local Government shall give prompt notice to VRA describing generally the nature and
extent of such damage, destruction, taking, loss, proceedings or negotiations.
Section 8.4 Damaee and Destruction. If all or any part of the Improvements is
destroyed or damaged by fire or other casualty, and the Local Government shall not have
exercised its option, if such option is available, to prepay the obligations under this Financing
Lease pursuant to Section 5.2, the Local Government shall restore promptly the property
damaged or destroyed to substantially the same condition as before such damage or destruction,
with such alterations and additions as the Local Government may determine and which will not
impair the capacity or character of the Improvements for the purpose for which it then is being
used or is intended to be used. The Local Government may apply so much as may be necessary
of the net proceeds of insurance received on account of any such damage or destruction to
payment of the cost of such restoration, either on completion or as the work progresses. If such
net proceeds aze not sufficient to pay in full the cost of such restoration, the Local Government
shall pay so much of the cost as maybe in cxcess of such net proceeds.
Section 8.5 Condemnation and Loss of Title. If title to or the temporary use of all or
any part of the Real Estate and/or the Improvements shall be taken under the exercise of the
power of eminent domain or lost because of failure of title, and the Local Government shall not
have exercised its option, if such option is available, to prepay the obligations under this
Financing Lease pursuant to Section 5.2, the Local Government shall cause the net proceeds
from any such condemnation award or from title insurance to be applied to the restoration of the
Real Estate and/or the Improvements to substantially its condition before the exercise of such
power of eminent domain or failure of title. If such net proceeds are not sufficient to pay in full
the cost of such restoration, the Local Government shall pay so much of the cost as may be in
excess of such net proceeds.
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ARTICLE IX
SPECIAL COVENANTS
Section 9.1 Tax Covenants. The Local Government agrees that it will not directly or
indirectly use or permit the use of any of the proceeds received pursuant to this Financing Lease
or any other of its funds, in such manner as would, or enter into, or allow any other person or
entity to enter into, any arrangement, formal or informal, that would, or take or omit to take any
other action that would, cause the interest on the Tax-Exempt Series 2011B VRA Bonds to be
includable in gross income for federal income tax purposes or to become a specific item of tax
preference for purposes of the federal alternative minimum tax imposed on individuals and
corporations. Insofar as the Local Tax Document imposes duties and responsibilities on the
Local Government, including the payment of any azbitrage rebate in respect of the Series 2011B
VItA Bonds, as of the Closing Date they are specifically incorporated by reference into this
Financing Lease. The Local Government also consents to the calculation of any "rebate amount"
to be paid with respect to the portion of the Series 2011B VRA Bonds related to this Financing
Lease by a rebate calculation service selected by VRA.
Section 9.2 Maintenance of Existence. The Local Government shall maintain its
existence as a political subdivision under Virginia law, and shall not dissolve or otherwise
dispose of all or substantially all of its assets or consolidate or merge with or into another entity
without VRA's prior written consent, which consent will not be unreasonably withheld.
Section 9.3 Financial Records and Statements. The Local Government shall
maintain proper books of record and account in which proper entries shall be made in accordance
with generally accepted accounting principles, consistently applied, of all its business and affairs.
The Local Government shall have an annual audit of its financial condition made by an
independent certified public accountant within 180 days after the end of each Fiscal Year and
shall furnish to VRA, in an electronic format, copies of the report of such accountant
immediately after such report is submitted to the Local Government. Such report shall include
statements in reasonable detail, certified by such accountant, reflecting the Local Government's
financial position as of the end of such Fiscal Yeaz and the result of the Local Government's
operations and changes in the financial position of the Local Government's funds for the Fiscal
Yeaz. The Local Government shall also furnish to VRA a certificate or report of such accountant
to the effect that, during the course of such accountant's regular examination of the Local
Government's financial condition, nothing came to such accountant's attention which would
constitute an Event of Default, or which with the giving of notice or lapse of time, or both, would
constitute such an Event of Default.
Section 9.4 Certificate as to No Default. The Local Government shall deliver to
VRA, within 180 days after the close of each Fiscal Year, a certificate signed by a Local
Representative stating that, during such year and as of the date of such certificate, no event or
condition has happened or existed, or is happening or existing, which constitutes, or which, with
notice or lapse of time, or both, would constitute, an Event of Default, or if such an event or
condition has happened or existed, or is happening or existing, specifying the nature and period
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of such event or condition and what action the Local Government has taken, is taking or
proposes to take to rectify it.
Section 9.5 IIntentionally Omittedl.
Section 9.6 IIntentionally Omittedl.
Section 9.7 Further Assurances. The Local Government shall to the fullest extent
permitted by law pass, make, do, execute, acknowledge and deliver such further resolutions, acts,
deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for
the better assuring, conveying, granting, assigning and confirming the rights of VRA under this
Financing Lease, or as may be required to carry out the purposes of this Financing Lease. The
Local Government shall at all times, to the fullest extent permitted by law, defend, preserve and
protect all rights of VRA under this Financing Lease against all claims and demands of all
persons.
Section 9.8 Liabili
(a) Subject to Subsection (b) below, VRA shall not be liable for any loss,
damage, death or injury of any kind or character to persons or property, arising from any use of
Real Estate and/or the Improvements, or any part thereof, or caused by any defect in any
building, structure or other improvement thereon or in any other facility thereof, or caused by or
arising from any act or omission of the Local Government, or any of its agents, employees,
sublessees, licensees or invitees, or by or from any accident on the Real Estate or any fire or
other casualty thereon.
(b) Notwithstanding anything herein to the contrary, VRA shall be liable for
its own negligence, willful misconduct or for any breach of any covenant, representation or
warranty of VRA herein or in any other document or instrument executed and delivered in
connection with this Financing Lease.
Section 9.9 Assignment by Local Government. "I'he Local Government may not
assign its rights and obligations under this Financing Lease without the prior written consent of
VRA.
Section 9.10 Continuing Disclosure. (a) For purposes of this section, the following
terms and phrases shall have the following meaning:
"Annual Financial Information" with respect to any Fiscal Year for the Local
Government means the following:
(i) the financial statements (consisting of at least a balance sheet and a
statement of revenues and expenses) of the Local Government, which financial
statements must be (A) prepared annually in accordance with generally accepted
accounting principles in effect from time to time consistently applied (provided
that nothing in this clause (A) will prohibit the Local Government after the date of
this Financing Lease from changing such other principles so as to comply with
generally accepted accounting principles as then in effect or to comply with a
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change in applicable law) and (B) audited by an independent certified public
accountant or firm of such accountants in accordance with generally accepted
auditing standards as in effect from time to time (provided that if audited financial
statements aze not available for filing when required by this Section or the Rule
(as defined herein), unaudited financial statements will be filed and audited
financial statements will be filed as soon as possible thereafter); and
(ii) operating data of the type set forth in Exhibit E.
"Dissemination Agent" means any person, reasonably acceptable to VRA, whom the
Local Government contracts in writing to perform its obligations as provided in subsection (j) of
this Section.
"Make Public" or "Made Public" has the meaning set forth in subsection (c) of this
Section.
"Material Local Government" means the Local Government if the aggregate
outstanding principal amount attributable to this Financing Lease and any other of the Local
Government's local obligations purchased with proceeds of the VRA Bonds represent 15% or
more of the outstanding aggregate principal amount of the local obligations purchased with
proceeds of the VRA Bonds.
"Rule" means Rule 15c2-12, as it may be amended from time to time, under the
Securities Exchange Act of 1934 and any similar rules of the SEC relating to disclosure
requirements in the offering and sale of municipal securities, all as in effect from time to time.
"SEC" means the U.S. Securities and Exchange Commission.
(b) The Local Government shall Make Public or cause to be Made Public:
(1) Within seven months after the end of the Local Government's
Fiscal Year (commencing with the Fiscal Year in which the Closing Date occurs), Annual
Financial Information for such Fiscal Yeaz as of the end of which the Local Government
constitutes a Material Local Government. Annual Financial Information may be set forth
in the documents Made Public or may be included in a document Made Public by specific
reference to any document available to the public on the Internet website of the Municipal
Securities Rulemaking Board ("MSRB") or filed with the SEC.
(2) In a timely manner, notice of any failure by the Local Government
to cause to be Made Public Annual Financial Information pursuant to the terms of part (1)
of this subsection.
(c) For purposes of this Section, information and notices shall be deemed to
have been "Made Public" if transmitted to VRA, to the Trustee and to the MSRB in an electronic
format as prescribed by the MSRB.
(d) the Local Government shall also notify VRA of the occurrence of any of
the following events that may from time to time occur with respect to this Financing Lease, such
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notice to be given in a timely manner not in excess of five business days afrer the occurrence of
the event:
difficulties;
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial
(4) unscheduled draws on any credit enhancement maintained with
respect to this Financing Lease reflecting financial difficulties;
perform;
(5) substitution of credit or liquidity providers, or their failure to
(6) adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
570] - TEB) or other material notices or determinations with respect to this Financing
Lease that could affect the tax status of the Series 2011B VRA Bonds, or other material
events with respect to this Financing Lease that could affect the tax status of the Series
2011B VRA Bonds;
(7) modifications to rights of holders, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment this
Financing Lease;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similaz event of the Local
Government, which even[ is considered to occur when any of the following occur: the
appointment of a receiver, fiscal agent or similar officer for the Local Government in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or
federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the Local Govemment, or if such jurisdiction
has been assumed by leaving the existing governing body and ofticials or officers in
possession but subject to the supervision and orders of a court or govemmental authority,
or the entry of an order confirming a plan of reorganization, arrangement or liquidation of
a court or governmental authority having supervision or jurisdiction over substantially all
of the assets or business of the Local Government;
(13) the consummation of a merger, consolidation, or acquisition
involving the Local Government or the sale of all or substantially all of the assets of the
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Local Government, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such action, other than pursuant to its terms;
(14) appointment of a successor or additional trustee for this Financing
Lease, if any, or the change of name of a trustee; and
(15) the failure of the Local Government on or before the date required
by this Financing Lease to provide Annual Financial Information to the persons and in
the manner required by this Financing Lease.
(e) Additionally, upon request of VRA, the Local Government shall certify in
writing that it has made all filings and disclosures under this Section or any similar undertaking
pursuant to the Rule.
(t) Notwithstanding anything in this Financing Lease to the contrary, the
Local Government need not comply with the provisions of subsections (a) through (c) above
unless and until VRA has notified the Local Govemment that it satisfied the objective criteria for
a Material Local Government as of the end of VRA's immediately preceding Fiscal Yeaz.
(g) The obligations of the Local Govemment under this Section will terminate
upon the redemption, defeasance (within meaning of the Rule) or payment in full of all of the
VRA Bonds.
(h) (1) If the Local Government fails to comply with any covenant or
obligation set forth in this Section, any holder (within the meaning of the Rule) of VRA Bonds
then Outstanding may, by notice to the Local Government, proceed to protect and enforce its
rights and the rights of the other holders by an action for specific performance of the Local
Government's covenants or obligations set forth in this Section.
(2) Notwithstanding anything herein to the contrary, any failure of the
Local Government to comply with any disclosure obligation specified in this Financing
Lease (i) shall not be deemed to constitute an Event of Default under this Financing
Lease and (ii) shall not give rise to any right or remedy other than that described in part
(1) ofthis subsection.
(i) The Local Government may from time to time disclose certain information
and data in addition to that required under this Section. Notwithstanding anything in this
Financing Lease to the contrary, the Local Government shall not incur any obligation to continue
to provide, or to update, such additional information or data.
(j) The Local Government may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligation to cause to be Made Public the
information described in this Section, and may discharge any such Agent, with or without
appointing a successor Dissemination Agent. It is not necessary for purposes ofthis Article that
the Dissemination Agent have any agency relationship with the Local Govemment for purposes
of state law.
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(k) All documents Made Public under this Section shall be accompanied by
identifying information as prescribed by the MSRB.
ARTICLE X
DEFAULTS AND REMEDIES
Section 10.1 Events of Default. Each of the following events shall be an "Event of
Default":
(a) The failure to make any payment or deposit (including Supplemental
Interest) required by this Financing Lease when due.
(b) The Local Government's failure to perform or observe any of the other
covenants, agreements or conditions of this Financing Lease and the continuation of such failure
for a period of 60 days afrer written notice specifying such failure and requesting that it be cured
is given to the Local Government by VRA, or, in the case of any such failure which cannot with
diligence be cured within such 60 day period, the Local Government's failure to proceed
promptly to commence to cure the failure and thereafrer to prosecute the curing of the failure
with diligence.
(c) Any warranty, representation or other statement by or on behalf of the
Local Government contained in this Financing Lease or in any instrument furnished in
compliance with or in reference to this Financing Lease is false and misleading in any material
respect.
(d) An order or decree shall be entered, with the Local Government's consent
or acquiescence, appointing a receiver or receivers of the Real Estate and/or the Improvements or
any part thereof, or if such order or decree, having been entered without the Local Government's
consent or acquiescence, shall not be vacated or dischazged or stayed on appeal within 60 days
afrer its entry.
(e) Any proceeding shall be instituted, with the Local Government's consent
or acquiescence, for the purpose of effecting a composition between the Local Government and
its creditors or for the purpose of adjusting such creditors' claims under any federal or state
statute now or hereafter enacted.
(f) Any bankruptcy, insolvency or other similar proceeding shall be instituted
by or against the Local Government under any federal or state bankruptcy or insolvency law now
or hereinafrer in effect and, if instituted against the Local Government is not dismissed within 60
days afrer filinl;.
Notwithstanding anything herein to the contrary, the Local Government's failure to make
any payment to VRA due to nonappropriation is not an Event of Default, but is an Event of Non-
Appropriation governed by Article VI hereof.
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Section 10.2 Remedies. Upon the occurrence and continuation of an Event of Default,
VRA may exercise one or more of the following remedies:
(a) By notice in writing delivered to the Local Government declaze all unpaid
Rental Payments due and payable. Upon any such declaration, the Local Government shall
immediately pay to VRA all unpaid Rental Payments. VRA may in its discretion waive an Event
of Default and its consequences and rescind any acceleration of payments hereunder; or
(b) Reenter and take possession of the Real Estate, including the
Improvements, with or without terminating this Financing Lease, exclude the Local Government
from possession and sell its leasehold interest in the Real Estate, including the Improvements, or
lease or sublease the Rea] Estate and/or the Improvements for the account of the Local
Government, holding the Local Government liable for all Rental Payments and all other
payments due up to the effective date of such selling, leasing or subleasing and for the difference
between (i) the purchase price, rent or other amounts paid by the purchaser, lessee or sublessee
pursuant to such sale, lease or sublease and (ii) the Rental Payments and other amounts payable
by the Local Government hereunder; or
(c) Take whatever action at law or in equity may appeaz necessazy or
desirable to collect the Rental Payments then due and thereafter to become due or to enforce
performance and observance of any obligation, agreement or covenant of the Local Government
under this Financing Lease.
Section 10.3 Other Remedies. Upon the occurrence and continuation of an Event of
Default, VRA may proceed to protect and enforce its rights by mandamus or other action, suit or
proceeding at law or in equity for specific performance of any agreement contained in this
Financing Lease. No remedy conferred by this Financing Lease is intended to be exclusive of
any other remedy, but each such remedy shall be cumulative and shall be in addition to any other
remedy given to VRA under this Financing Lease or now or hereafter existing at law or in equity
or by statute.
Section 10.4 Delav and Waiver. No delay or omission to exercise any right or power
accruing upon any default or Event of Default shall impair any such right or power or shat] be
construed to be a waiver of any such default or Event of Default or acquiescence in it, and every
such right and power may be exercised from time to time and as often as may be deemed
expedient. No waiver of any default or Event of Default under this Financing Lease shall extend
to or shall affect any subsequent default or Event of Default or shall impair any rights or
remedies consequent to it.
Section 10.5 Non-Substitution. The Local Government acknowledges and agrees that
the non-appropriation provisions of Section 3.10 and Article VI hereof are not intended (i) to be
used for convenience termination, or (ii) for the purpose of replacing the Real Estate and/or the
Improvements with other substantially identical property. The Local Government, to the extent
permitted by applicable law, agrees not to utilize such provisions for such purposes.
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ARTICLE XI
MISCELLANEOUS
Section 11.1 State Aid Intercept. The Local Government acknowledges that VRA has
covenanted under the Master Indenture to take any and all actions available to it under the laws
of the Commonwealth, including the invocation of the "state-aid intercept" provisions of Section
62.1-216.1 of the Act, to obtain any payment of the Rental Payments due under this Financing
Lease if the Local Government fails to pay when due.
Section 11.2 Successors and Assiens. This Financing Lease shall be binding upon,
inure to the benefit of and be enforceable by the parties and their respective successors and
assigns.
Section 11.3 Amendments. VRA and the Local Government shall have the right to
amend from time to time any of this Financing Lease's terms and conditions, provided that all
amendments shall be in writing and shall be signed by or on behalf of VRA and the Local
Government.
Section 11.4 llntentionally Omittedl.
law.
Section 11.5 Applicable Law. This Financing Lease shall be governed by Virginia
Section 11.6 Severability. If any clause, provision or section of this Financing Lease
shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision
or section shall not affect the remainder of this Financing Lease which shall be construed and
enforced as if such illegal or invalid clause, provision or section had not been contained in this
Financing Lease. If any agreement or obligation contained in [his Financing Lease is held to be
in violation of law, then such agreement or obligation shall be deemed to be the agreement or
obligation of VRA and the Local Govemment, as the case may be, only to the extent permitted
by law.
Section 11.7 Notices. Unless otherwise provided for herein, all demands, notices,
approvals, consents, requests, opinions and other communications under this Financing Lease
shall be in writing and shall be deemed to have been given when delivered in person or mailed
by first class registered or certified mail, postage prepaid, addressed (a) if to the Local
Govemment, at 21 North Main Street, Chatham, Virginia 24531, Attention: County
Administrator; (b) if to VRA, at 1111 East Main Street, Suite 1920, Richmond, Virginia 23219,
Attention: Executive Director; or (c) if to the Trustee, at 1021 East Cary Street, 18~" Floor,
Richmond, Virginia 23219, Attention: Corporate Trust Department. A duplicate copy of each
demand, notice, approval, consent, request, opinion or other communication given by any party
named in this Section shall also be given to each of the other parties named. VRA, the Local
Govemment and the Trustee may designate, by notice given hereunder, any further or different
addresses to which subsequent demands, notices, approvals, consents, requests, opinions or other
communications shall be sent or persons to whose attention the same shall be directed.
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Section 11.8 Rieht to Cure Default. If the Local Government shall fail to make any
payment or to perform any act required by it under this Financing Lease, VRA or the Trustee,
without prior notice to or demand upon the Local Government and without waiving or releasing
any obligation or default, may (but shall be under no obligation to) make such payment or
perform such act. All amounts so paid by VRA or the Trustee and all costs, fees and expenses so
incurred shall be payable by the Local Government as an additional obligation under this
Financing Lease, together with interest thereon at the rate of I S% per year until paid.
Section 11.9 Headines. The headings of the several articles and sections of this
Financing Lease are inserted for convenience only and do not comprise a part of this Financing
Lease.
Section 11.10 Term of Financine Lease. This Financing Lease shall be effective upon
Effective Date. Except as otherwise specified, the Local Government's obligations under this
Financing Lease shall expire upon payment in full of all amounts payable by the Local
Government under this Financing Lease.
Section 11.11 Counterparts. This Financing Lease may be executed in any number of
counterparts, each of which shall be an original and all of which together shall constitute but one
and the same instrument.
[SIGNATURE PAGE FOLLOWS}
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WITNESS the following signatures, all duly authorized.
VIRGINIA RESOURCES AUTHORITY
By:
[SEAL] William G. O'Brien, Chairman
ATTEST:
Stephanie L. Hamlett, Executive Director
COMMONWEALTH OF VIRGINIA:
CITY/COUNTY OF
The foregoing instrument was acknowledged before me in the of ,
Virginia, this day of , 2011 by William G. O'Brien, as Chairman of Virginia Resources
Authority, on behalf thereof.
My commission expires:
Registration No.:
[SEAL] Notary
COMMONWEALTH OF VIRGINIA:
CITY OF RICHMOND:
The foregoing instrument was acknowledged before me in the City of Richmond, Virginia, this
day of October, 2011 by Stephanie L. Hamlett, as Executive Director of Virginia Resources
Authority, on behalf thereof.
My commission expires:
Registration No.:
[SEAL] Notary Public
[SIGNATURE PAGE OF FINANCING LEASE FOR
COUNTY OF PITTSYLVANIA, VIRGINIA]
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COUNTY OF PITTSYLVANIA, VIRGINIA
[SEAL]
ATTEST:
Clerk, Board of Supervisors
COMMONWEALTH OF VIRGINIA:
COUNTY OF PITTSYLVANIA:
By:
The foregoing instrument was acknowledged before me in the County of Pittsylvania,
Virginia, this day of October, 2011, by as of the County of
Pittsylvania, Virginia and as Clerk to the Boazd of Supervisors of the County of
Pittsylvania, Virginia, respectively, on behalf thereof.
My commission expires:
Registration No.:
Notary Public
[SIGNATURE PAGE OF FINANCING LEASE FOR
COUNTY OF PITTSYLVANIA, VIRGINIA]
Approved as to Form:
County Attorney
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The Trustee, by the execution hereof, accepts the duties imposed on it by this Financing
Lease.
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Patricia A. Welling
Vice President
[SIGNATURE PAGE OF FINANCING LEASE FOR
COUNTY OF PITTSYLVANIA, VIRGINIA]
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EXHIBIT A
[Intentionally Omitted]
A-1
P185
EXHIBIT B
DESCRIPTION OF REAL ESTATE
B-1
P186
EXHIBIT C
PENDING OR THREATENED ACTIONS, SUITS, PROCEEDINGS
OR INVESTIGATIONS
C-1
P187
EXHIBIT D
FORM OF REQUISITION
Requisition No.
Date:
U.S. Bank National Association, as Trustee
Attention: Corporate Trust Department
1021 East Cary Street-18`h Floor
Richmond, Virginia 23219
Virginia Resources Authority
1111 East Main Street
Suite 1920
Richmond, Virginia 23219
Attention: Executive Director
This Requisition, including Schedule 1 hereto, is submitted in connection with the Local Lease
Acquisition Agreement and Financing Lease dated as of October 15, 2011 (the "Financing
Lease") between the Virginia Resources Authority and the County of Pittsylvania, Virginia (the
"Local Government"). Unless otherwise defined in this Requisition, each capitalized term used
herein shall have the meaning given it under Article I of the Financing Lease. The undersigned
Local Representative hereby requests payment of the following amounts from the Local Account
established for the Local Government in the Series 2011B Acquisition Fund established under
the Twentieth Supplemental Series Indenture.
Payee:
Address:
Amount to be Paid:
Purpose (in reasonable detail) for which obligations(s) to be paid were incurred:
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The undersigned certifies that the payments reflected herein relate to improvements to be
located on the Real Estate.
Attached hereto is an invoice (or invoices) relating to the items for which payment is
requested.
The undersigned certifies that (i) the amounts requested by this Requisition will be
applied in accordance with the Local Tax Document and solely and exclusively to the payment,
or the reimbursement of the Local Government for its payment, of Project Costs of the Project,
(ii) no notice of any lien, right to lien or attachment upon, or claim affecting the right to receive
payment of, any of the money payable under the Requisition to any of the persons, firms or
corporations named in it has been received, or if any notice of any such lien, attachment or claim
has been received, such lien, attachment or claim has been released or dischazged or will be
released or discharged upon payment of the Requisition, and (iii) this Requisition contains no
items representing payment on account of any retained percentage entitled to be retained at this
date.
If this Requisition includes payments for labor or to contractors, builders or materialmen,
the attached Certificate of Local Representative must be completed. If this Requisition includes
payments for any lands or easements, rights or interest in or relating to lands, the attached
Certificate of the Local Representative must be completed and there must be attached to this
Requisition a certificate signed by a Local Representative stating that upon payment therefor the
Local Government will have title in fee simple to, or easements, rights or interests sufficient for
the purposes of the Project over or through such lands.
The Local Government has agreed in the Financing Lease that any amounts it
receives pursuant to this Requisition will be (i) immediately applied to reimburse the Local
Government for Project Costs it has already incurred and paid or (ii) actually spent to pay
Project Costs not later than five banking days after receipt.
Local Representative
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CERTIFICATE OF LOCAL REPRESENTATIVE
The undersigned Local Representative for the Local Government hereby certifies that (i)
insofar as the amounts covered by this Requisition include payments for labor or to contractors,
builders or materialmen, such work was actually performed or such materials, supplies or
equipment were actually furnished or installed, and (ii) insofar as the amounts covered by the
Requisition include payments for land or easements, rights or interests in or relating to lands,
such lands, easements, rights or interests are being acquired and are necessary or convenient for
the Project.
Date:
Local Representative
D-3
viso
SCHEDULEI
Form to Accompany Requisition
Requisition #
Recipient:
Local Representative:
Title:
Date:
County of Pittsylvania, Virginia - VRA 2011 B
Cost Total Previous Disbursement Disbursements Remaining
Cateeorv Proiect Cost Disbursements This Period to Date Balance
$ $ $ $ $
TOTALS $
D-4
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EXHIBIT E
OPERATING DATA
Description of Local Government. A description of the Local Government including a
summary description of the Real Estate.
Debt. A description of the terms of the Local Government's outstanding debt including a
historical summary of outstanding debt and a summary of annual debt service on outstanding
debt as of the end of the preceding Fiscal Year. The annual disclosure should also include (to the
extent not shown in the latest audited financial statements) a description of contingent
obligations as well as pension plans administered by the Local Government and any unfunded
pension liabilities.
Financial Information and Operating Data. Financial information and operating data
respecting the Local Government including a description of revenues and expenditures for its
major funds and a summary of its tax policy, structure and collections as of the end of the
preceding Fiscal Year,
E-1
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EXHIBIT F
FORM OF OPINION OF COUNSEL TO LOCAL GOVERNMENT
[Print on County Attorney Letterhead]
November , 2011
Board of Supervisors
County of Pittsylvania, Virginia
Virginia Resources Authority
Richmond, Virginia
County of Pittsylvania, Virginia
Financing Lease
Closed: November _, 2011
Ladies and Gentlemen:
I have acted as counsel to the County of Pittsylvania, Virginia (the "County"), in
connection with the financing of (i) the construction, renovation and improvement of Cell B of
Phase II of the Local Government's municipal landfill, (ii) the purchase of a solid waste
compactor, and (iii) expenses related thereto and issuance costs in connection therewith
(collectively, the "Project") and in such capacity, I have examined, among other things, the
following documents:
(a) a certified copy of the resolution (the "Authorizing Resolution") adopted by the
Board of Supervisors of the County (the "Boazd") on October 18, 2011,
authorizing the County to enter into a lease arrangement with Virginia Resources
Authority ("VRA") to finance the Project;
(b) a copy of the Prime Lease (the "Prime Lease"), dated as of November 1, 2011, by
and between VRA and the County;
(c) a copy of the Local Lease Acquisition Agreement and Financing Lease (the
"Financing Lease"), dated as of October 15, 2011, by and between VRA and the
County; and
(d) a copy of the Non-Arbitrage Certificate and Tax Compliance Agreement, dated
November _, 2011, between VRA and the County.
F-1
P193
Boazd of Supervisors
County ofPittsylvania, Virginia
Virginia Resources Authority
November , 2011
Page 2
The documents referred to in clauses (b) through (d) above are referred to collectively as
the "Lease Documents."
I have also examined such other records and proceedings of the County and conducted
such investigations as I deemed appropriate and necessary for purposes of this opinion. Unless
otherwise defined, all capitalized terms used in this opinion have the same meanings given to
such terms in the Financing Lease.
Based upon such examination and assuming the authorization, execution, delivery and
enforceability of all documents by parties other than the County, I am of the opinion that:
1. The County is a duly created and validly existing political subdivision of the
Commonwealth of Virginia and is vested with the rights and powers conferred upon it by
Virginia law.
2. The County has full right, power and authority to (i) adopt the Authorizing
Resolution and execute and deliver the Lease Documents, (ii) lease the Real Estate and
Improvements to VRA pursuant to the Prime Lease and to lease the Real Estate and
Improvements back from VRA pursuant to the Financing Lease, (iii) undertake the Project, and
(iv) carry out and consummate all of the transactions contemplated by the Authorizing
Resolution and the Lease Documents.
3. T'he Lease Documents were duly authorized by the Authorizing Resolution and
are in substantially the same form as presented to the Board at its meeting at which the
Authorizing Resolution was adopted.
4. All governmental permits, licenses, registrations, certificates, authorizations and
approvals required to have been obtained as of the date hereof have been obtained for (i) the
County's adoption of the Authorizing Resolution, (ii) the execution and delivery of the Leases,
(iii) the County's performance of its obligations under the Lease Documents and (iv) the
undertaking of the Project. We know of no reason why any such required governmental permits,
licenses, registrations, certificates, authorizations or approvals cannot be obtained as required in
the future.
5. The Financing Lease has been executed and delivered by duly authorized officials
of the County and constitutes a legal, valid and binding obligation of the County enforceable
against the County in accordance with its terms.
6. The execution and delivery of the Lease Documents and the performance by the
County of its obligations thereunder are within the powers of the County and will not conflict
with, or constitute a breach or result in a violation of, (i) to the best of my knowledge, any
Federal or Virginia constitutional or statutory provision, (ii) any agreement or other instrument to
which the County is a party or by which it is bound or (iii) any order, rule, regulation, decree or
F-2
P194
Board of Supervisors
County of Pittsylvania, Virginia
Virginia Resources Authority
November ~, 2011
Page 3
ordinance of any court, government or governmental authority having jurisdiction over the
County or its property.
7. The County, to the best of my knowledge, is not in default in the payment of the
principal of or interest on any of its indebtedness for borrowed money and is not in default under
any instrument under and subject to which any indebtedness for borrowed money has been
incurred. To the best of my knowledge, no event or condition has happened or existed, or is
happening or existing, under the provisions of any such instrument, including but not limited to
the Lease Documents, which constitutes, or which, with notice or lapse of time, or both, would
constitute an event of default thereunder.
8. The County (i) to the best of my knowledge, is not in violation of any existing
law, rule or regulation applicable to it in any way which would have a material adverse effect on
its financial condition or its ability to perform its obligations under the Leases and (ii) is not in
default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment,
decree or other agreement, instrument or restriction of any kind to which the County is a party or
by which it is bound or to which any of its assets is subject, which would have a material adverse
effect on its financial condition or its ability to perform its obligations under the Leases. The
execution and delivery by the County of the Leases and the compliance with the terms and
conditions thereof will not conflict with or result in a breach of or constitute a default under any
of the forgoing.
9. Except as set forth in the Financing Lease, there are not pending nor, to the best of
my knowledge, threatened against the County, any actions, suits, proceedings or investigations of
a legal, equitable, regulatory, administrative or legislative nature, (i) affecting the creation,
organization or existence of the County or the title of its officers to their respective offices, (ii)
seeking to prohibit, restrain or enjoin the approval, execution, delivery and/or performance of the
Authorizing Resolution and/or the Leases, (iii) in any way contesting or affecting the validity or
enforceability of the Authorizing Resolution, the Lease Documents or any agreement or
instrument relating to any of the foregoing, (iv) in which a judgment, order or resolution may
have a material adverse effect on the County or its business, assets, condition (financial or
otherwise), operations or prospects or on its ability to perform its obligations under the
Authorizing Resolution or the Leases, or (v) related to the Project or the undertaking thereof.
Very truly yours,
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SCHEDULE 1.1
FINAL TERMS
Principal Amount of Tax-Exempt Series 20116 VRA Bonds
Principal Amount of Taxable Series 2011 B VRA Bonds
Total Principal Amount of Series 20116 VRA Bonds
Total Principal Components of Rental Payments
Lease Proceeds Amount
Closing Date
The Lease Proceeds Amount was determined as follows: by [adding to/subtracting from) the par amount of the
Series 201 I B VRA Bonds allocable to this Financing Lease ($ ), the Local Government's share of the net
[premium/discount] on the Series 2011 B VRA Bonds ($ )and by subtracting from the par amount of the
Series 20116 VRA Bonds allocable to [his Financing Lease the Local Government's share of VRA's Expenses set
forth in Section 3.2 ($ )and the Local GovernmenPs share of [he deposit on the Closing Date to the Capital
Reserve Fund ($ ~.
1.1-1
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ADDITIONAL CONDITIONS PRECEDENT TO ACQUISITION
OF FINANCING LEASE:
1.]-2
P197
PROJECT BUDGET
(See Attached)
1.1-3
P198
RENTAL PAYMENT SCHEDULE
(See Attached)
1.1-4
a
,~
l
A
P199
RESOLUTION OF THE BOARD OF SUPERVISORS
OF PITTSYLVANIA COUNTY, VIRGINIA
2011-10-06
WHEREAS, the Board of Supervisors of Pittsylvania County, Virginia (the "Boazd") has
determined that Pittsylvania County, Virginia (the "County") has an immediate need for certain
capital improvements to the County's landfill, including but not limited to the construction of a
new cell, and the acquisition of a solid waste compactor (collectively, the "Project");
WHEREAS, there has been presented to the Board a plan for the financing of the Project
which would not create debt of the County for purposes of the Virginia Constitution;
WHEREAS, pursuant to such financing plan, the Virginia Resources Authority (the
"VRA") would use a portion of the proceeds of its Infrastructure and State Moral Obligation
Revenue Bonds (Virginia Pooled Financing Program), Series 2011B (as more particularly
defined in the below defined Lease, the "VI2.A Bonds") to finance the Project and pay financing
costs in accordance with the terms of a Local Lease Acquisition Agreement and Financing
Lease, dated as of October 15, 2011 (the "Lease"), between the County and VRA;
WHEREAS, there have been made available to the members of the Boazd at this meeting
preliminary drafts of the following documents (collectively, the "Documents") in connection
with the transactions described above, copies of which shall be filed with the records of the
Board:
(a) Prime Lease, dated as of November 1, 2011 (the "Prime Lease"), between
the County and VRA conveying to VRA interests in certain real property;
(b) Lease;
(c) Non-Arbitrage Certificate and Tax Compliance Agreement, dated the date
of its execution and delivery (the "Tax Compliance Agreement"), between VRA and the County;
and
(d) Leasehold Deed of Trust and Security Agreement, dated as of November
1, 2011 (the "Deed of Trust"), from VRA to the deed of trust trustees thereunder for the benefit
of U.S. Bank National Association, as trustee (the "Trustee"); and
WHEREAS, the payments due under the Lease shall be subject to appropriation by the
County for each fiscal yeaz;
BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF PITTSYLVANIA
COUNTY, VIRGINIA:
1. The Board hereby finds and determines that it is in the best interests of the
County to proceed with the financing of the Project. After consideration of the methods of
financing the Project, it is hereby determined that it is in the best interests of the County to
accept, and the County does hereby accept, the offer from VRA for the financing of the Project
as contemplated by the Lease.
P200
2. The total principal amount financed under the Lease shall not exceed
$3,250,000, the interest component of the rental payments under the Lease shall be calculated at
a rate not to exceed 5.00% (exclusive of "supplemental interest" as provided in the Lease) and
the Lease shall terminate no later than November 30, 2026. Subject to the foregoing limitations,
the County authorizes VRA to establish the final principal amount financed under the Lease, the
final interest components of the rental payments under the Lease and the interest rates at which
the same are calculated, the final termination date of the Lease and the final principal
amortization schedule as evidenced by the principal components of the rental payments under the
Lease. No further action or approval of such financing terms shall be necessary on the part of
the County. The rental payments and any penalties or premiums due under the Lease shall be
payable on the dates and in the amounts set forth in the Lease. The County may, at its option,
redeem, prepay or refund the rental payments due under the Lease upon the terms set forth
therein. The interest component of the rental payments payable under the Lease shall be
computed on the basis described in the Lease.
As set forth in the Lease, the County agrees to pay, subject to appropriation, the
"supplemental interest" and other changes as provided therein, including such amounts as may be
necessary to maintain or replenish the VRA Reserve and, on the demand of VRA, a late payment
penalty if any rental payment on the Lease is not paid within ten days after its due date.
The rental payments and other amounts payable under the Lease shall be payable
in lawful money of the United States of America.
3. The Documents shall be in substantially the forms submitted to this
meeting, which aze hereby approved, with such completions, omissions, insertions and changes
(including changes of dates of doclrments) as may be subsequently approved by the Chairman
and Vice Chairman of the Board and the County Administrator, any of whom may act, which
approval shall be evidenced conclusively by the execution and delivery of the Documents to
which the County is a party by such Chairman or Vice Chairman of the Board or the County
Administrator but subject to VRA's ability to establish certain final financing terms as provided
in Section 2 hereof.
4. The Chairman and Vice Chairman of the Boazd and the County
Administrator, any of whom may act, are each hereby authorized and directed to execute and
deliver the Documents to which the County is a party and to acknowledge and consent to, if
necessary, the provisions of the Deed of Trust. The Chairman and Vice Chairman of the Board
and the County Administrator, any of whom may act, aze each hereby also authorized to cause
the recording, with the Circuit Court Clerk's Office of Pittsylvania County, Virginia, of the
Prime Lease, the Lease and the Leasehold Deed of Trust, if so requested by VRA. The Clerk
and Deputy County Clerk of the Board, either of whom may act, are each hereby authorized and
directed to affix the County seal to any of the Documents to which the County is a party and to
attest the same.
5. The Chairman and Vice Chairman of the Board and the County
Administrator and other appropriate officials of the County, including the Clerk and Deputy
Clerk of the Board, are each hereby authorized to execute and deliver all other certificates,
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P201
instruments and documents in the name and on behalf of the County and to take all such further
action (a) as they may consider necessary or desirable to carry out the intent and purpose of this
Resolution, the financing of the Project or the execution, delivery and performance of the
Documents to which the County is a party or (b) as may be reasonably requested by VRA in
connection with any of the foregoing.
6. The County authorizes and consents to the inclusion of information with
respect to the County 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. The Chairman and
Vice Chairman of the Board and the County Administrator are each authorized and directed to
take whatever actions are necessary and/or appropriate to aid VRA in ensuring compliance with
Securities and Exchange Commission Rule 15c2-12.
7. The Board hereby selects and designates Troutman Sanders LLP as Bond
Counsel with respect to the financing contemplated by the Lease.
8. 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 I (the "Contract"),
and the County hereby authorizes the use of SNAP in connection with the investment of the
proceeds received by the County under the Lease, if the Chairman and Vice Chairman of the
Board and the County Administrator, any of whom may act, determine that the utilization of
SNAP is in the best interest of the County. The County acknowledges that 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.
9. 1'he County is authorized to enter into an interim financing in anticipation
of the execution and delivery of the Documents to which the County is a party (the "Interim
Financing"). 1'he Chairman and Vice Chairman of the Board and the County Administrator, any
of whom may act, and such officers of the County as any of them may determine, are authorized
to execute and deliver such documents and agreements, including such short term leases,
financing agreements or other agreements with VRA or the Industrial Development Authority of
Pittsylvania County, Virginia, as may be necessary or desirable in connection with any such
Interim Financing, provided that the principal amount of the Interim Financing shall not exceed
the principal amount set forth in paragraph 2 hereof, shall be for a term not in excess of three
years, and shall bear interest at an annual rate not in excess of 5.00%.
10. All acts of the Chairman and Vice Chairman of the Board and the County
Administrator and other officers of the County, regardless of whether such acts occurred prior to
or occur after the adoption of this Resolution, that are in conformity with the purposes and intent
of this Resolution and in furtherance of the plan of financing, the execution and delivery of the
Lease and the undertaking of the Project are hereby approved and ratified.
11. The Project is hereby declared to be essential to the efficient operation of
the County, and the Board anticipates that the Project will continue to be essential to the
operation of the County during the term of the Lease. The Board, while recognizing that it is not
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P202
empowered to make any binding commitment to make appropriations beyond the current fiscal
year, hereby states its intent to make annual appropriations in future fiscal years in amounts
sufficient to permit the County to make all payments under the Lease and hereby recommends
that future Boards of Supervisors do likewise during the term of the Lease. If the County
exercises its right not to appropriate money for rental payments under the Lease, the County
understands that VRA, or the Trustee as assignee of VRA, may terminate the Lease or otherwise
exclude the County from possession of the property serving as collateral or any portion thereof to
the extent provided in the Lease.
12. All resolutions, ordinances or parts thereof in conflict herewith are repealed.
13. This Resolution shall take effect immediately.
Adopted: October 18, 2011
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P203
The undersigned Clerk of the Board of Supervisors of Pittsylvania County,
Virginia hereby certifies that the foregoing constitutes a true, correct and complete copy of a
Resolution duly adopted by the Board of Supervisors of Pittsylvania County, Virginia at a
meeting duly called and held on October 18, 2011, during which a quorum was present and
acting throughout, by the vote set forth below, and that such Resolution has not been repealed,
revoked, rescinded or amended:
Board Member Present/Absent Vote
Tim R. Barber
James Snead
Fred M. Ingram
Coy E. Harville
Marshall A. Ecker
William H. Pritchett
Henry A. Davis, Jr.
WITNESS my signature as Clerk of the Board of Supervisors of Pittsylvania
County, Virginia, this day of October, 2011.
Clerk
Board of Supervisors of Pittsylvania County,
Virginia
#2093111 v3
223160.000024
-$-
P204
DAVENPORT
& COMPANY l.tc"
Es r. i36~; • y.9ember ,11'Sl~. • ~IPC
October 5, 201 1
Mr. William D. Dan Sleeper
Counq~ Administrator
Pittsylvania County
21 North Main Street
Chatham, VA 24531
Dear Dan:
On behalf of my colleagues at Davenport & Company LLC ("Davenport'') we are pleased to provide this
proposal to provide Plan of Finance development services for the County's Landfill project. Should you
find this proposal acceptable this letter will serve as the basis of a formal agreement between Pittsylvania
County (the "County") and Davenport.
Scope of Services
During this engagement Davenport shall provide all of the services as set out below:
Phase ]: Information Gathering
Davenport will review the County's financial statements and current fiscal year
budget as well as meet with County staff in order to understand the County's
Goals & Objectives with respect to the Plan of Finance development Davenport
will obtain relevant debt information and documents from the County and/or its
Bond Counsel. Such information will be the basis for the development of the
Plan of Finance.
Phase 2 Plan of Finance Development
Davenport will review and analyze all of the County's Debt Obligations for
potential refinancing and/or restructuring opportunities. Our analysis will be
coordinated with the Countys Bond Counsel and include but not be limited to
the following:
• Coordination with Bond Counsel as to the eligibility of Debt Obligations for
advance refunding or defeasance purposes;
• Analysis of the Debt Obligations for economic savings and cash flow
benefits;
• Analysis of the Debt Obligations for restructuring cash tlow purposes;
• Development of Plan of Finance alternatives for the County`s review and
consideration;
• Presentation of such Plan of Finance alternatives to County staff and County
Finance Committee and Board meetings as appropriate; and
P205
• Recommendation as to the best method of implementation for the desired
Plan of Finance based on curcent market conditions.
Phase 3 Plan of Finance Implementation
Davenport will work on behalf of the County to implement the desired Plan of
Finance at the most cost effective funding available under current market
conditions. Such funding may take the form of either:
• Direct Private Placement with aBank -Services will include, but not be
limited to:
o Development of a Request for Funding for the Plan of Finance to
competitively solicit local, regional and national banking institutions;
o Evaluation and analysis of the responses received in order to
determine the lowest cost of funds at the best terms & conditions;
o Final calculation of the Plan of Finance and its impact based on the
most cost effective funding proposal; and
o Facilitation of closing and funding.
• Public Offering through the County's IDA or Virginia Resources Authority -
Services will include, but not be limited to:
o Development of the financing documents or application for financing
through VRA;
o Coordination with rating agencies or VRA during its credit
evaluation process;
o Developing the structure of the Plan of Finance so as to ensure the
County's Goals & Objectives are met and working with VRA in
modeling as applicable; and
o Facilitation of closing and funding.
Comaensation to Davenport
Davenport fee for the above services referenced under Phases 1, 2 and 3 shall be $50,000. Davenport's
Out-of-pocket expenses shall be billed at cost (approximately $150.00) and administrative expenses shall
be billed at 4% of the fee amount (approximately $2,000). Should you have any questions, comments or
desire to amend this agreement, my direct number is (804) 697-2906.
Sincerely,
Davenport & Company LLC
Roland M. Kooch, Jr.
Senior Vice President
CC: David Rose
County of Pittsylvania
William D. Sleeper
County Administrator
P206
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
AGENDA DATE:
10-18-2011
ITEM NUMBER:
11
Smith Mountain Marine Business Association
SUBJECT/PROPOSAL/REQUEST:
ACTION:
Yes
INFORMATION:
Resolution of Support
STAFF CONTACT(S):
William D. Sleeper
CONSENT AGENDA:
ACTION: INFORMATION:
ATTACHMENTS:
Yes
REVIEWED BY: ///~~
BACKGROUND:
American Electric Power Company (APCO) has been filing for a new license at Smith Mountain Dam for the past
three (3) years. The license has been issued; one of the requirements of that license is a Shoreline Management
Plan.
DISCUSSION:
Attached hereto is a resolution from the Smith Mountain Marine Business Association requesting the counties
surrounding Smith Mountain Lake to assert their authority in relation to the operation of land use and subdivision
developments within their jurisdiction as required under Title 15.2 of the Code of Virginia, 1950, as amended. The
resolution would request the local counties to develop regulations to help administer the Shoreline Management
Plan at Smith Mountain Lake in a uniform manner which could supersede the burdens imposed by the APCO
Shoreline Management Plan.
RECOMMENDATION:
Staff recommendations the Board of Supervisors forward this resolution request to the Legislative Committee of the
Board of Supervisors for further study due to the significant amount of details and legal requirements incorporated
in the Shoreline Management Plan and the Federal Energy Regulatory Commission's license for Smith Mountain
Dam.
P207
$MITH MOUNTAIN MARINE BUSINESS ASSOCIATION
RESOLUTION
Request for the Counties to Write and Enforce Shoreline Regulations
WHEREAS, one of the stated Goals of the current, flawed Appalachian Power Company
(APCO) SMP is: Striving for a balance that supports local economic interests yet protects
environmental and recreational resources and that allows the public to enjoy these interests and
resources. The APCO Shoreline Management Plan fails to meet this goal; and
WHEREAS, the Smith Mountain Project: (1) has great economic importance to the region; (2) is
recognized as the main economic engine for area surrounding Smith Mountain and Leesville
lakes for the last forty five years, and; (3) that the APCO Shoreline Management Plan as
currently imposed damages economic growth through burdensome regulation for no offsetting
purpose; and
WHEREAS, disregarding existing adequate Federal, State, and Local Regulations, the APCO
Shoreline Management Plan violates existing regulations and imposes unneeded and more
limiting regulations; and
WHEREAS, there is no scientific basis to impose the unsupported and unnecessary regulatory
burdens of the APCO Shoreline Management Plan; and
WHEREAS, Local governments in the Commonwealth of Virginia are wnstitutionally
responsible for regulation of development and land use, however, the APCO Shoreline
Management Plan continues to wrongly permit APCO to classify the Smith Mountain Lake
Shoreline in a manner that limits residents and businesses access to and use of project waters;
and
WHEREAS, on the permit application it requires that the owner of the land provide written
authorization that APCO has the authority over the owner's use of the land both above and below
the water level, and includes a restriction that only six (6) feet of shoreline can be used to enter
the lake. The written authorization is notarized and recorded at the county courthouse; and
WHEREAS, if all requirements are met in the Shoreline Management Plan by an applicant,
APCO still reserves the right to deny the permit; and
WHEREAS, regarding Dock Ownership and Transfer, APCO insists on anon-standard practice
of individual assignment of dock permits; for example, before re-assignment of a dock permit,
APCO ofren forces the seller to modify the dock to meet the most current regulations; for this
instance, SMMBA recommends that dock assignments should transfer with the property deeds,
being grandfathered as all structures fixed to land so pass under Virginia property APCO
Shoreline Management Plan discourages proper maintenance of stmctures in the project
boundary by limiting their maintenance to 50%, SMMBA recommends that maintenance actions
no longer be limited; and
P208
WHEREAS, Appalachian Shoreline Management Plan penalizes land owners who want to stop
the erosion of property even when the erosion is washing beyond project boundaries by
requirement of planting bushes and trees outside the project boundaries some even above the 800
contour; and
WHEREAS, APCO SMP does not allow any dredging from 7935 to 795 and has an eight (8)
foot draw down of water level but only allows to maintain to a six (6) foot depth which leaves 2
feet of silt at lowest water draw down level rending many areas unnavigable, impassable and
dangerous; and
WHEREAS, regarding regulations for shoreline business, APCO's SMP imposes restrictions on
food preparation, sale of food and beverages, boating supplies, other items, and restaurant
seating within the project area, none of which are reasonable or justified. These unnecessary
regulations limit the ability of marine businesses to innovate, to serve their customer's needs and
expectations; and threaten these businesses future existence; and
WHEREAS, SMMBA views APCO's permitting and enforcement processes as so non-
responsive and obstructionist as to fail minimum license requirements, as there are no office
hours, permit processing timelines, and both phone and written correspondence, including
electronic delivery, is frequently ignored and responses inordinately delayed for days, weeks,
and in some cases even months. Permitting is cumbersome and unnecessarily complicated,
resulting in unnecessary delays that the impact resident's property improvement timelines and
contractor payment schedules, costing thousands of dollars in idle labor costs, loss of skilled
employees among member businesses.
THEREFORE BE IT RESOLVED: The Board of Directors and members of the Smith Mountain
Marine Business Association (SMMBA), representing the interests of 34 businesses and the
citizens in the four counties it serves, unanimously requests that the sovereign Counties of
Bedford, Campbell, Franklin, and Pittsylvania reassert their authorities, as granted by the
Constitution of the Commonwealth of Virginia at Article l Sections 7 and 14, to regulate land
use and subdivision within the project boundary of the Smith Mountain project, in accordance
those powers granted by the Commonwealth to the localities under Virginia Code -Title 15.2
- COUNTIES, CITIES AND TOWNS. Specifically, that each of the Counties author and
adopt reasonable regulations to administer the shorelines of the Smith Mountain Project and
enforce those regulations, independent of and as events unfold, substituting for such regulations
currently imposed by APCO's Shoreline Management Plan.
This Resolution was adopted by the Smith Mountain Marine Business Association Board of
Directors at its meeting of September 12`h, 2011 as attested to below.
-l~~fiGf?.Ql1l~' ~ ~~
Richard (Dickie) Dill, President SMMBA Jason ner, Vice President SMMBA
P209
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
AGENDA DATE:
] 0-18-2011
ITEM NUMBER:
12
Proposed Amendment to Chapter 35; Condominium
Conversion
SUBJECT/PROPOSAL/REOUEST:
Proposed Ordinance Amendment
STAFF CONTACT(S):
William D. Sleeper
ACTION:
Yes
CONSENT AGENDA:
ACTION:
ATTACHMENTS:
Yes
REVIEWED BY:
INFORMATION:
INFORMATION:
BACKGROUND:
The Olde Dominion Agricultural Center on U.S. Route 29 requested the Board of Supervisors to incorporate by
reference the Condominium Conversion Requirements of the Virginia State Code, such that there would be some
control by Pittsylvania County concerning condominium conversions.
DISCUSSION:
This request was submitted to the Pittsylvania County Planning Commission as required by State Code for their
review and recommendation. Attached are the minutes from the Pittsylvania Planning Commission; no action was
taken by the Commission. Therefore, in accordance with the Pittsylvania County Zoning Ordinance within sixty
(60) days, the Board of Supervisors may act independent of no action by the Planning Commission.
RECOMMENDATION:
Staff recommends the Board of Supervisors hold a public hearing in order to amend the Pittsylvania County Zoning
Ordinance in Chapter 35 to incorporate references to Condominium Conversions. This is necessary such that the
Board of Supervisors may have control over condominium conversions for land, building or structures that do not
conform to the regulations of the zoning ordinance. Condominium conversions are authorized under V irginia State
Code when a structure does meet and conform to the zoning regulations. This proposal will simply allow the Board
of Supervisors some control over condominium conversions in areas where they feel the structure may not conform
to zoning. Public hearing can be set for Monday, November 7, 2011.
P210
PROPOSED
Widening, narrowing, extension, enlargement, vacation or change of use of streets or public
areas shall likewise be submitted for approval, but paving, repair, reconstruction improvement,
drainage or similar work and normal service extensions of public utilities or public service
corporations shall not require approval unless involving a change in location or extent of a street
or public area.
The foregoing notwithstanding, the provisions of Section 15.2-2232 of the Code of Virginia shall
apply to any such review.
SEE: SEC. 35-50. EXEMPTIONS.
SEC. 35-720-CONDOMINIUM CONVERSION.
Whenever any land, buildings, or structures, or the use thereof, are proposed to be converted
to condominiums or cooperatives, and such land, buildings, or structures do not conform to
the regulations of this zoning ordinance, then before such proposed conversion may take
place, a special exceptiwr use permit pursuant to section 35-712, hereof shall be obtained,
unless a variance of the requirements of zorrir:g or land use regulations, which may be granted
by the Board of Zoning Appeals pursuant to Title 15.2 of the Code of Virginia, is in fact
granted. A request far such a special exception or variance fled after July 1, 1982, shall be
granted if the applicant can demonstrate that the continuance of any existing
nonconformities, as proposed by the conversion, is not likely to affect adversely the property or•
adjacent properties, the intention of the Comprehensive Plan, or the public welfare or safety.
This Section is applicable in all zoning districts.
SECS. 35-721-35-740. RESERVED
DIVISION 4. SITE DEVELOPMENT PLAN
SEC. 35-741. SITE DEVELOPMENT PLANS REQUIRED.
There is a mutual responsibility between Pittsylvania County and the applicant/developer to
develop land in an orderly manner. The purpose of this Section is to encourage innovative and
creative design and facilitate use of the most advantageous techniques and highest standards in
the development of land in Pittsylvania County; and to ensure that land be used in a manner
which is efficient, harmonious with neighboring property and in accordance with the adopted
Comprehensive Plan for Pittsylvania County and with the provisions of this Ordinance; and to
ensure public safety, health, and welfare.
Site development plan as a requirelnent to receive a zoning permit also provides the appropriate
approving authority information on which to base their decisions. Site development plans or
concept plans required are to be considered as part of an application package to be submitted for
various zoning requests.
It is also recognized that, in some instances, subdivision plats and site development plans may be
tiled coincident in time and it is the intent that requirements for each document be interrelated as
much as possible.
SEC. 35-742. USES REQUIRING SITE DEVELOPMENT PLAN AND REVIEW BY
PLANNING COMMISSION. (UNLESS EXEMPTED UNDER SECTION 35-752)
P211
PITTSYLVANIA COUNTY
VIRGINIA
Gregory L Sides
Aasismat Cowrq Administrator
Planning & Devebpment
P.O. ]iaoc 426
Chatham, Virginia 24531
Gre g.Si des@pi ttgov.o rg
Phone (434) 432-7974
Fns (434) 432-7714
Gretna/Hurt (434) 656-6211
Bachelors Hall/Whitmell (434) 797-9550
Memorandum
To: William D. Sleeper, County Administrator
From: Gregory L. Sides, Assistant County Administrator ~~~~~
Date: August 5, 2011
Subject: Proposed Zoning Ordinance Change for Condominium Conversion
At their meeting on August 4, 2011, the Pittsylvania County Planning Commission
discussed the proposed revision to the County's Zoning Ordinance allowing Condominium
Conversions, subject to compliance with specified State Code provisions. On July 19,
2011, The Pittsylvania County Board of Supervisors referred the proposed revision to the
Planning Commission for them to hold a public hearing and make a recommendation back
to the Boazd.
The Planning Commission expressed their concerns that they were being asked to revise
the County ordinance to address an unusual and isolated problem at one specific site that
should have been anticipated by the project developers. There was also a concern that
following the Virginia Code §55.79.43(F), saying that the United States Building Code
cannot be applied to a condominium in a manner different than how it is applied to another
building of similaz form and nature of occupancy, might cause public safety issues and
there was a statement that this action may make the County legally liable if a safety
problem occws.
To be clear, I must point out that there were no representatives in attendance to support the
legality or desirability of this proposal because this was not an advertised public hearing.
The consensus of the Planning Commission was that they did not support revising the
ordinance, and that it was not necessary to schedule a public hearing. There was no motion
made, no vote held, therefore no official action was taken.
Cc: Odie H. Shelton, Jr., Director of Code Compliance
J. Vaden Hunt, County Attorney
P212
PITTSYLVANIA COUNTY PLANNING COMMISSION
REGULAR MEETING
August 4, 2011
MINUTES
VIRGINIA: The Pittsyh~ania County Planning Commission met on Thursday, August 4, 2011, in the General
District Courtroom, Chatham, Virginia. Mr. Stowe, Chairman, called the meeting to order at approximately 7:00
p.m. Dx. Miller gave the invocation. Mr. Stowe called the roll.
PRESENT
Morris Stowe Tunstall District
Richard Motley Chatham-Blairs District
Dr. Charles H. Miller, Jx. Banister District
Curtis Arthur Staunton River District
Larry Welborn Dan River District
Coy Harville Board of Supervisors Representative
Odie H. Shelton, Jr. Director of Code Compliance/Zoning Administrator
Greg Sides Assistant County Administrator/Director of Planning
ABSENT
Janet Mease Callands-Gretna District
David Weatherford Westover District
HEARING OF THE CITIZENS
No citizens came forward to speak.
APPROVAL OF THE MINUTES
A motion was made by Mr. Motley, seconded by Mr. Arthur, and by a unanunous vote the July 7, 2017, minutes
were approved as presented.
CHAIRMAN'S REPORT
'There was no Chairman's Report.
THE ZONING PRECEPTS WERE READ be 1\9r. titowe TO OPEN THE PUBLIC HEARING at
approximateh~ 7:02 p.m.
P213
Planning Commission
August 4, 2011
Page 2
Case 1 Riceville Wildlife Management, R-11-031. D4r. Stowe opened the public hearing at 7:02 p.m. Mr.
Shelton, Director of Code Compliance, reported that Riceville Wildlife Management, Inc., had petitioned to
rezone 2.54 acres, located off State Road 702/McDaniel Road, in the Batuster Election District from R-1,
Residential Suburban Subdivision District to A-1, Agriculmra] District for construction of a 24 x 32 (768 square
feet) building to be used for a hunting clubhouse and storage building. Kenneth Beale was present to represent
the petition. He stated the building would be a hunting clubhouse where the members could hold their meetings.
There was no opposition to the petition. D4r. Stowe closed the public heating at 7:04 p.m. During the
discussion, it was stated this is a good location for the clubhouse, there is lots of ]and, and this is good recreation.
A motion was made by Dr. Miller, seconded by Mr. Harville, to recommend the Board of Supen~isoxs rezone the
property from R-1, Residential Suburban Subdivision District to A-7, Agriculmxal District. Motion passed
unanimously.
Case 2, Ruth W. Yarbrough and Others, R-11-032. Mr. Stowe opened the public hearing at 7:05 p.m. D4r.
Shelton, Director of Code Compliance, reported that Ruth W. Yarbrough and Others had petitioned to rezone a
total of 25.17 acres, three parcels, located on State Road 838/Wallet Lane, in the Chatham-Blaixs Election
District from R-1, Residential Suburban Subdivision District to A-1, Agricultural District for future subdivision
of the properties for family members. Kussell Waller was present to represent the petition. He stated he had
nothing to add. There was no opposition to the petition. Mr. Stowe closed the public hearing at 7:06 p.m.
During the discussion, it was stated these properties are agricultural land, not a development. A motion was
made by Mr. Motley, seconded b}' D4r. Harville, to recommend the Board of Supervisors rezone the property
from R-1, Residential Suburban Subdivision District to A-l, Agricultural District. Motion passed unanmously.
This concludes the Rezoning Cases.
Case S-1, Karen Shaw Townsend. 5-11-009. Mx. Stowe opened the public hearing at 7:07 p.m. Mr. Shelton,
Director of Code Compliance, reported that Karen Townsend had petitioned for a Special Use Permit on 0.63
acre, located off State Road 655/Tom Fork Road, in the Dan River Election District for placement of a single-
wide mobile home to be used for hex personal residence. Karen Townsend was present to represent the
petition. She stated she had nothutg to add. There was no opposition to the petition. Mr. Stowe closed the
public hearing at 7:08 p.m. A motion was made by D4r. Welborn, seconded by Mr. Harville, to recommend the
Board of Zoning Appeals grant this Special Use Permit. Motion passed unanimously.
This concludes the Special Use Case.
OLD BUSINESS
"There was no old business.
NEW BUSINESS
Discussion -Addition of SEC 35-720. CONDOMINIUM CONVERSION. to Pittsylvania Counrv
Code in Chapter 35 Division 3 Special Use or Variance. .1 discussion was held on the addition of Sec. 35-
72U. Condummium Conversion. ro the Pittsti h•ania Cuuvtt' Code in Chapter 35, Division 3, Special Us'c or
Variance. D~1r. lenncth '1'alborl, (;hairman of the Ruard of Zoning ."lppcals, stated his concerns, which included
public welfare, safem and legal issues, staring in the event of a fire, the Cumin could be sued, should the Olde
Dominion Agricultural Complex be exempted from Fire Codc Regulations. 1-le also stated this Section should
nor apply to all zoning districts. Following the discussion, no one made a motion to set a public hearing.
P214
Planning Commission
August 4, 2011
Page 3
The meeting was adjourned at approximatel}~ 7:43 p.m.
Moxris Stowe, Chairman
Kathy H. Belton, Clerk
P215
PITTSYLVANIA COUNTY
Board of Supervisors
EKECUTIVE SUMMARY
AGENDA TITLE:
AGENDA DATE:
10-18-2011
ITEM NUMBER:
13
Courtroom Security Policy
SUBJECT/PROPOSAL/REOUEST:
ACTION:
Yes
INFORMATION:
New Policy on Security in the Courtroom
STAFF CONTACT(S):
William D. Sleeper
BACKGROUND:
CONSENT AGENDA:
ACTION:
ATTACHMENTS:
Yes
REVIEWED BY:
INFORMATION:
The Pittsylvania County Boazd of Supervisors has had significant changes occur in the past year in the general
attendance of activities at their meetings of the Board of Supervisors.
DISCUSSION:
Attached hereto is a proposed policy establishing the criteria for opening, closing and securing the General District
Courtroom of the Edwin R. Shields Courthouse addition during the Board of Supervisors meetings.
RECOMMENDATION:
Staff recommends the Boazd of Supervisors approve the attached policy and authorize that it be submitted to
required departments for action.
Pzis
POLICY X
COURTROOM SECURITY POLICY
To ensure that the activities are consistent, the recommending the following requirements
for the bailiff for the security during the Board of Supervisors' meetings:
1. The bailiff is in charge of unlocking and locking the courtroom door. He is the
first one in and the last one out. (Pending any prior set up by County Staff).
2. The bailiff is required to turn the lights on and off, before and after the meeting.
3. The bailiff is required to keep order in the room as advised by the Chairman of the
Board of Supervisors.
4. When the Board of Supervisors votes to go into a Closed Session in the existing
General District Courtroom, it is the bailiffls requirements to clear out all of the
citizens and staff that aze not required to be in the Closed Session meeting. In
addition, it is the bailiff's requirements to ensure that the people actually leave the
courtroom, including the adjoining witness rooms. The bailiff check each of the
witness rooms and tum off the lights and close those doors when the Boazd of
Supervisors enter into Closed Sessions and all the citizens and staff that are
removed from the courtroom aze required to be in the hallway or outside of the
building during the Closed Session.
5. The bailiff will provide visual security by reviewing citizens and individuals,
including camera crews, who come into the courtroom for any suspicious
packages or weapons. The bailiff's job would be to remove those weapons if
found from the courtroom.
P217
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE: AGENDA DATE: ITEM NUMBER:
]0-18-2011 14
Request for Public Hearing -Proposed Amendments
to Chapter 31, Pittsylvania County Code ACTION:
Yes
SUBJECT/PROPOSALlREOUEST:
CONSENT AGENDA:
Request for Public Hearing ACTION:
STAFF CONTACT(S): ATTACHMENTS:
', No
'William D. Sleeper
', REVIEWED BY:
~I
INFORMATION:
INFORMATION:
BACKGROUND:
Pittsylvania County Staff, at the request of the Honorable Supervisor Marshall Ecker, contacted North Halifax
Rescue Squad in Halifax County and have them consider taking a small section of the North Eastern part of
Pittsylvania County for EMS response services.
DISCUSSION:
Staff has worked with the Gretna Rescue Squad and North Halifax Rescue Squad to establish boundary line change
and inclusion of a response area for North Halifax Rescue in the Rt 40 East and Renan area of Pittsylvania County.
This area of adjustment was agreed by both parties and Gretna Rescue will continue to back up North Halifax in
case they are unable to respond. In order for North Halifax Rescue to be officially recognized by the County,
Chapter 31 will need to be amended to include their agency.
RECOMMENDATION:
Staff recommends the Board of Supervisors discuss the public hearing request and set a date for the hearing to add
North Halifax Fire & EMS, Inc. to an approved EMS agency for Pittsylvania County.
P218
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
AGENDA DATE:
10/18/11
ITEM NUMBER:
15
Bid Award -Uniform Rental Contract
SUBJECT/PROPOSAL/REOUE ST:
ACTION:
Yes
INFORMATION:
Award of Bid
STAFF CONTACT(S):
Mr. Sleeper, Ms. Meeks
CONSENT AGENDA:
ACTION:
ATTACHMENTS:
INFORMATION:
REVIEWED BY: ~j~-'
BACKGROUND:
The County issued an Imitation to Bid for Uniform Rental Services for the Landfill and Building & Grounds
on September 30, 2011. The invitation to bid was mailed to four (4) vendors. It was also posted on our
website, public notice board and advertised in the newspaper.
DISCUSSION:
Bids were received and publicly opened on Friday, October 14, 2011, at 11:00 a.m. The County received two
(2)responses.
RECOMMENDATION:
The staff recommends that the Board reject the bids and authorize Purchasing to re-bid the service due to
clafication needed for some of the bid specifications.
P219
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE:
Authorization for County Administrator to
,Negotiate Contract -New Construction
Appraisal Services
SUBJECT/PROPOSAL/REQUEST:
Negotiate Contract
STAFF CONTACT(S):
Mr. Sleeper, Ms. Meeks
AGENDA DATE:
10/18/11
ACTION:
INFORMATION:
Yes
ITEM NUMBER
16
CONSENT AGENDA:
ACTION:
ATTACHMENTS:
No
BACKGROUND:
An RFP for New Construction Appraisal Services was issued on September 16, 2011. It was
mailed to seven (7) vendors. The RFP was also advertised, posted on the public notice board
and posted on the County's website.
The County currently averages approximately 1,400 field appraisals per year.
DISCUSSION:
Proposals were received unti13:00 p.m., on Tuesday, October 4, 2011. The County received
on response from Wingate Appraisal Service. The County's current contract for new
construction appraisal services is with Wingate Appraisal Service.
RECOMMENDATION:
Staff recommends the Board authorize the County Administrator to negotiate a contract with
Wingate Appraisal Service.
P220
PITTSYLVANIA COUNTY
Board of Supervisors
EXECUTIVE SUMMARY
AGENDA TITLE: AGENDA DATE:
10/18/11
Authorization for Purchasing to Issue Request
for Proposals for Insurance for Fire & Rescue ACTION:
Agencies Yes
SUBJECT/PROPOSAL/REQUEST:
CONSENT AGENDA:
ACTION:
Authorize Issuance of RFP
STAFF CONTACT(S):
Mr. Sleeper, Ms. Meeks
ITEM NUMBER:
17
INFORMATION:
INFORMATION:
ATTACHMENTS:
Yes
REVIEWED BY:
BACKGROUND:
The County provides property, casualty, accident and health insurance coverage to the
Fire and Rescue Agencies in Pittsylvania County. In the past the County has issued a
Request for Proposal for these services.
DISCUSSION:
The current contract for insurance coverage for the fire and rescue agencies in the County
expires on December 31, 2011.
RECOMMENDATION:
Staff recommends the Board authorize the Purchasing Department to issue a Request for
Proposal for insurance services for the Fire & Rescue agencies in the County.
P221
PITTSYLVANIA COUNTY
VIRGII~TIA
Purchasing Department
P.O. Box 426
Chatham, Virginia 2453!
e-mail: dmeeka@pittgov.org
Phoae (434( 432-7744
Fax (434) 432-7746
~retaa/Aurt (434) 656-6211
Bachelors Hall/Whitmell (434) 799-9550
MEMO T0: William D. Sleeper
County Administrator
FROM: Donna B. Meeks ~
Purchasing Manager/
SUBJECT: RFP -Fire & Rescue Insurance
DATE: October 14, 2011
The current contract for the property and casualty and the accident and health insurance coverage for
the fire and rescue agencies in Pittsylvania County, expires on December 31, 2011. This letter is to
request that the Board of Supervisors authorize the Purchasing Department to issue a Request for
Proposal for the insurance. In accordance with Section 2.2-4303 of the Virginia Public Procurement
Att, The County must make a determination in writing as to why competitive negotiation would be the
best way to procure insurance services for the fire and rescue agencies as opposed to competitive
sealed bidding. The County has always used an RFP process for these services in the past. After
discussion with Steve Finkner, President, Pittsylvania County Fire & Rescue Association, it is our
recommendation that an RFP be issued. There are many factors to be considered in awarding a contract
for insurance coverage other than premium costs. The services that are provided by the Agent to the
County are a huge factor in evaluating the proposals. The County requires a full service agent. The fire
and rescue agencies must be priority. Claims must be filed, investigated and processed in a timely
manner. The fire and rescue agencies can't afford down time with their equipment and vehicles.
Please have the Board authorize the issuing of an RFP for the insurance coverage for the Pittsylvania
County Fire & Rescue agencies.
If you have any questions please contact my office accordingly.
P222
REPOR"''S -FRO VI
BOAR?
VIE VsBERS
P223
REPORTS FROVi
LEGAL COUNSEL
P224
REPORTS FRO VI
COUN"PY
A~VIIV !ST_'dATOR
P225
ADJOURNMENT
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