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Home My WebLink About6/9/2020 - RegularINVOCATION: Roanoke County Board of Supervisors June 9, 2020 PLEDGE OF ALLEGIANCE TO THE UNITED STATES FLAG Disclaimer: "Any invocation that may be offered before the official start of the Board meeting shall be the voluntary offering of a private citizen, to and for the benefit of the Board. The views or beliefs expressed by the invocation speaker have not been previously reviewed or approved by the Board and do not necessarily represent the religious beliefs or views of the Board in part or as a whole. No member of the community is required to attend or participate in the invocation and such decision will have no impact on their right to actively participate in the business of the Board." Page 1 of 4 Roanoke County Board of Supervisors Agenda June 9, 2020 Good afternoon and welcome to our meeting for June 9, 2020. Regular meetings are held on the second and fourth Tuesday at 3:00 p.m. Public hearings are held at 7:00 p.m. on the fourth Tuesday of each month. Deviations from this schedule will be announced. Because of the present state of emergency, and until further notice, members of the public are urged not to attend Board of Supervisor meetings in person. All are encouraged to view and participate in meetings through electronic means. Meetings may be viewed live on RVTV, Channel 3, or on the County's website https://roanokecountyva.gov (and accessed by clicking on the "Watch Board Meetings Online" button). Prior to and during meetings, citizens may share comments by email (to diacks(&roanokecountyva.gov) or by phone (540-776- 7278). When submitting comments, please include your name and address. Comments submitted by email and by phone will be read aloud during meetings, subject to reasonable time limitations. A. OPENING CEREMONIES 1. Roll Call B. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA ITEMS C. PUBLIC HEARING 1. Public hearing for citizen comment on the proposed fiscal year 2020-2021 Operating Budget and the proposed fiscal year 2021-2030 Capital Improvement Program (Laurie Gearheart, Director of Finance and Management Services) Page 2 of 4 D. FIRST READING OF ORDINANCES 1. Ordinances to appropriate funds for: (a) Fiscal year 2020-2021 operations budget and approval of the Classification and Pay Plan for fiscal year 2020-2021 for the County of Roanoke, Virginia; (b) Fiscal year 2020-2021 capital budget for the County of Roanoke, Virginia; (c) Fiscal year 2020-2021 transfer to and on behalf of the Roanoke County Public Schools budget for the County of Roanoke, Virginia (d) Fiscal year 2020-2021 operations budget for Roanoke County Public Schools; and (e) Fiscal year 2020-2021 capital budget for Roanoke County Public Schools (Laurie Gearheart, Director of Finance and Management Services) 2. Ordinance accepting and appropriating funds in the amount of $8,217,365 from the Commonwealth of Virginia for the locally -based allocation distributed as a component of the Coronavirus Aid, Relief, and Economic Security (CARES) Act of 2020 (Laurie Gearheart, Director of Finance and Management Services) E. SECOND READING OF ORDINANCES 1. Ordinance authorizing the County Administrator to finalize and execute a lease agreement to include an option to purchase property and finalize and execute a subsequent purchase agreement if the procurement option is exercised for property located at 2741 Penn Forest Boulevard, Roanoke, Virginia; Cave Spring Magisterial District (Rob Light, Director of General Services) 2. Ordinance of the Board of Supervisors of the County of Roanoke, Virginia authorizing County support of refinancing by the Western Virginia Regional Industrial Facility Authority (Rebecca Owens, Assistant County Administrator) F. APPOINTMENTS 1. Library Board (appointed by District) 2. Parks, Recreation and Tourism (appointed by District) 3. Roanoke County Planning Commission (appointed by District) Page 3 of 4 G. CONSENT AGENDA ALL MATTERS LISTED UNDER THE CONSENT AGENDA ARE CONSIDERED BY THE BOARD TO BE ROUTINE AND WILL BE ENACTED BY ONE RESOLUTION IN THE FORM OR FORMS LISTED BELOW. IF DISCUSSION IS DESIRED, THAT ITEM WILL BE REMOVED FROM THE CONSENT AGENDA AND WILL BE CONSIDERED SEPARATELY 1. Approval of minutes — May 26, 2020 2. Confirmation of appointment to the Roanoke Valley Greenway Commission (At - Large); Roanoke County Planning Commission (District) 3. Request to approve a fiscal agent agreement with the Roanoke Valley Resource Authority 4. Request to approve a fiscal agent agreement with the Western Virginia Regional Jail Authority 5. Request to approve fiscal agent agreement for the Regional Center for Animal Care and Protection (RCACP) 6. Request to accept and allocate the Washington/Baltimore High Intensity Drug Trafficking Grant funds in the amount of $64,375 to the Roanoke County Police Department for the Roanoke Valley Regional Drug Unit H. CITIZENS' COMMENTS AND COMMUNICATIONS I. REPORTS 1. Unappropriated, Board Contingency and Capital Reserves 2. Outstanding Debt Report J. REPORTS AND INQUIRIES OF BOARD MEMBERS 1. Martha B. Hooker 2. Phil C. North 3. P. Jason Peters 4. Paul M. Mahoney 5. David F. Radford K. ADJOURNMENT Page 4 of 4 ACTION NO. ITEM NO. C.1 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: APPROVED BY: ISSUE: June 9, 2020 Public hearing for citizen comment on the proposed fiscal year 2020-2021 Operating Budget and the proposed fiscal year 2021-2030 Capital Improvement Program Laurie Gearheart Director of Finance and Management Services Daniel R. O'Donnell County Administrator Conduct a public hearing for citizen comment on the proposed fiscal year 2020-2021 Operating Budget and the proposed fiscal year 2021-2030 Capital Improvement Program. BACKGROUND: State Code requires a public hearing to receive written and oral comments on the proposed fiscal year 2020-2021 Operating Budget and the proposed fiscal year 2021- 2030 Capital Improvement Program. A public hearing on the operating and capital budgets was held on May 26, 2020, thereby satisfying State Code requirements. This public hearing provides an additional opportunity for citizen comment on the proposed operating and capital budgets in advance of first reading of budget ordinances scheduled for June 9, 2020. DISCUSSION: This time has been set aside for a public hearing on the proposed annual budget for fiscal year 2020-2021 and the proposed fiscal year 2021-2030 Capital Improvement Program. The public hearing was advertised in the Roanoke Times on May 26, 2020 and June 2, 2020. The budget documents can be found on the Roanoke County website at www.roanokecountvva.gov and may request a copy from the Office of the Clerk to the Board of Supervisors. Please call 772-2005 regarding questions pertaining Page 1 of 2 to the public hearing. FISCAL IMPACT: There is no fiscal impact associated with this public hearing. STAFF RECOMMENDATION: Staff recommends conducting the public hearing to receive citizen comments on the proposed annual budget for fiscal year 2020-2021 and the proposed fiscal year 2021- 2030 Capital Improvement Program. Page 2 of 2 ACTION NO. ITEM NO. D.1 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: APPROVED BY: ISSUE: June 9, 2020 Ordinances to appropriate funds for: (a) Fiscal year 2020- 2021 operations budget and approval of the Classification and Pay Plan for fiscal year 2020-2021 for the County of Roanoke, Virginia; (b) Fiscal year 2020-2021 capital budget for the County of Roanoke, Virginia; (c) Fiscal year 2020- 2021 transfer to and on behalf of the Roanoke County Public Schools budget for the County of Roanoke, Virginia (d) Fiscal year 2020-2021 operations budget for Roanoke County Public Schools; and (e) Fiscal year 2020-2021 capital budget for Roanoke County Public Schools Laurie Gearheart Director of Finance and Management Services Daniel R. O'Donnell County Administrator Conduct first reading of five ordinances to appropriate funds for fiscal year 2020-2021 County of Roanoke and Roanoke County Public Schools (RCPS) operating and capital budgets, and approve the County of Roanoke Classification and Pay Plan for fiscal year 2020-2021. BACKGROUND: The fiscal year 2020-2021 operating budget and the fiscal year 2021-2030 Capital Improvement Program (CIP) were presented to the Board of Supervisors on May 12, 2020. Public hearings on the budget were held on May 26, 2020 and June 9, 2020, to receive written and oral comment from the public concerning the proposed fiscal year 2020- 2021 budget and the proposed fiscal year 2021-2030 Capital Improvement Program. Page 1 of 3 Attached for your approval are five budget appropriation ordinances for fiscal year 2020- 2021 and the Classification and Pay Plan for fiscal year 2020-2021. In order to separate RCPS funding from County funding and more clearly distinguish the appropriations of the Board of Supervisors, County staff has divided the appropriation into five ordinances. Each ordinance will be voted on separately. DISCUSSION: The total County budget for fiscal year 2020-2021 is $456,510,566, which includes all inter -fund and intra -fund transfers and all Schools funds. The County General Government Fund totals $190.14 million and is appropriated as part of the County's operations ordinance ($112.23 million) and the transfers to and on behalf of Schools ordinance ($77.91 million). The budget is recommended to be appropriated in five separate budget ordinances. (a) The first budget ordinance provides funding in the amount of $164,133,906 in fiscal year 2020-2021 for the County's operations budget excluding transfers to and on behalf of the Schools. The ordinance also approves the County's Classification and Pay Plan for fiscal year 2020-2021. (b) The second budget ordinance provides funding in the amount of $7,800,474 in fiscal year 2020-2021 for the County's capital budget including the first year of the ten-year Capital Improvement Program. (c) The third budget ordinance provides funding in the amount of $77,907,881 in fiscal year 2020-2021 for transfer to and on behalf of Roanoke County Public Schools. Transfers include operating funding as part of the County and Schools revenue sharing agreement, and transfers on behalf of the Schools to the Debt Fund and Children's Services Act Fund. (d) The fourth budget ordinance provides funding in the amount of $188,000,149 in fiscal year 2020-2021 for Schools operations and School Debt Fund. (e) The fifth budget ordinance provides funding in the amount of $18,668,156 in fiscal year 2020-2021 for the Schools' capital budget including the first year of the ten- year Capital Improvement Program. Page 2 of 3 FISCAL IMPACT: Approval of the fiscal year 2020-2021 budget appropriation ordinances provides funding for County and Schools operations, transfers and capital budgets effective July 1, 2020. STAFF RECOMMENDATION: Staff recommends approval of the first reading of the five fiscal year 2020-2021 budget appropriation ordinances. Staff also recommends approval of the attached Classification and Pay Plan for fiscal year 2020-2021 and scheduling second reading of the five (5) ordinances for June 23, 2020. Page 3 of 3 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, JUNE 9, 2020 ORDINANCE APPROPRIATING FUNDS FOR THE FISCAL YEAR 2020- 2021 OPERATIONS BUDGET AND APPROVAL OF THE CLASSIFICATION AND PAY PLAN FOR FISCAL YEAR 2020-2021 FOR ROANOKE COUNTY, VIRGINIA WHEREAS, upon notice duly published in the newspaper, public hearings were held on May 26, 2020 and June 9, 2020, concerning the adoption of the annual budget for Roanoke County for fiscal year 2020-2021; and WHEREAS, the Board of Supervisors of Roanoke County, Virginia, approved said budget on June 23, 2020, pursuant to the provisions of Section 13.02 of the Roanoke County Charter and Chapter 25 of Title 15.2 of the 1950 Code of Virginia, as amended; and WHEREAS, the first reading of this appropriation ordinance was held on June 9, 2020, and the second reading of this ordinance was held on June 23, 2020, pursuant to the provisions of Section 18.04 of the Roanoke County Charter. BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the following appropriations are hereby made from the respective funds for the period beginning July 1, 2020, and ending June 30, 2021, for the functions and purposes indicated: Page 1 of 6 County of Roanoke, Virginia Fiscal Year 2020-2021 County Operations First Reading June 9, 2020; Second Reading June 23, 2020 Constitutional Officers Commissioner of the Revenue $ 867,301 Commonwealth's Attorney 1,232,922 Sheriffs Office 11,279,561 Treasurer 960,301 Clerk of the Circuit Court 1,149,728 Subtotal, Constitutional Officers $ 15,489,813 Page 2 of 6 Appropriation Amount Revenues: General Fund - County: General Government $ 112,237,068 Communications & Information Technology 10,636,029 Children's Services Act 7,750,007 Public Works Projects 183,243 Recreation Fee Class 4,999,052 Parks, Recreation & Tourism - School Operations 350,389 Police E -Citation 60,000 Community Development Technology Fee 40,000 Grants & Other Funds 2,044,657 Police Special Programs 1,000 Criminal Justice Academy 393,709 Fleet Service Center 3,302,813 Subtotal, General Fund $ 141,997,967 Debt Service Fund - County $ 7,717,251 Internal Service Fund - Health Insurance $ 12,056,145 Internal Service Fund - Dental Insurance 758,540 Internal Service Fund - Risk Management 1,604,003 Subtotal, Internal Service Funds $ 14,418,688 Total Revenue - County Operations Funds $ 164,133,906 Expenditures: General Government - County Operations: General Administration Board of Supervisors $ 326,454 County Administration 767,803 Internal Auditor 132,462 Public Information 208,682 County Attorney 596,470 Human Resources 867,711 Subtotal, General Administration $ 2,899,582 Constitutional Officers Commissioner of the Revenue $ 867,301 Commonwealth's Attorney 1,232,922 Sheriffs Office 11,279,561 Treasurer 960,301 Clerk of the Circuit Court 1,149,728 Subtotal, Constitutional Officers $ 15,489,813 Page 2 of 6 Judicial Administration Circuit Court General District Court Magistrate Juvenile & Domestic Relations Court Court Service Unit Courthouse Maintenance Subtotal, Judicial Administration Management Services Real Estate Valuation (Assessor) Finance & Management Services Subtotal, Management Services Public Safety Police Fire & Rescue Subtotal, Public Safety Community Services Economic Development Development Services Planning General Services Subtotal, Community Services Human Services Parks, Recreation, & Tourism Public Health Social Services Library Virginia Cooperative Extension Elections (Registrar) Subtotal, Human Services Non -Departmental Employee Benefits Transfer to Communications & Information Technology Contributions - Discretionary, Contractual, Dues & Memberships Miscellaneous Board Contingency Addition to Fund Balance Subtotal, Non -Departmental Page 3 of 6 Appropriation Amount $ 259,068 103,440 1,590 39,086 470,144 50,000 $ 923,328 $ 877,843 2,303,023 $ 3,180,866 $ 12,352,628 16,771,548 $ 29,124,176 $ 459,622 3,009,123 1,241,580 8,203,529 $ 12,913,854 $ 4,850,710 515,902 13,087,866 4,234,726 87,097 414,708 $ 23,191,009 $ 2,519,881 8,578,407 1,921,798 1,309,000 50,000 $ 14,379,086 Appropriation Amount Transfers to Other Funds Transfer to Debt Service - County $ 7,573,689 Transfer to County Capital (1,291,262) Transfer to Children's Services Act - County 1,859,000 Transfer to Internal Services - Risk Management 1,604,003 Transfer to Criminal Justice Academy 206,681 Transfer to Public Works Projects 183,243 Subtotal, Transfers to Other Funds $ 10,135,354 Total, General Government - County Operations $ 112,237,068 Communications & Information Technology $ 10,636,029 Children's Services Act $ 7,750,007 Public Works Projects $ 183,243 Recreation Fee Class $ 4,999,052 Parks, Recreation & Tourism - School Operations $ 350,389 Police E -Citation $ 60,000 Community Development Technology Fee $ 40,000 Grants & Other Funds $ 2,044,657 Police Special Programs $ 1,000 Criminal Justice Academy $ 393,709 Fleet Service Center $ 3,302,813 Total, General Fund - County Operations $ 141,997,967 Debt Service Fund - County $ 7,717,251 Internal Service Fund - Health Insurance $ 12,056,145 Internal Service Fund - Dental Insurance 758,540 Internal Service Fund - Risk Management 1,604,003 Total, Internal Service Funds $ 14,418,688 Total Expenditures - All County Operations Funds $ 164,133,906 Page 4 of 6 2. That the County Administrator may authorize or delegate the authorization of the transfer of any unencumbered balance or portion thereof from one department to another. 3. That all funded outstanding operating encumbrances at June 30, 2020, are re - appropriated to the 2020-2021 fiscal year to the same department and account for which they are encumbered in the previous year. 4. That all General Government Fund unexpended appropriations and all General Government revenues collected in excess of appropriated revenues at the end of the 2019-2020 fiscal year not lapse but shall be re -appropriated and presented to the Board of Supervisors for allocation based on guidance provided in Section 10-1 through 4 of the County of Roanoke Comprehensive Financial Policy approved by the Board of Supervisors on December 17, 2019. 5. Account balances remaining in the Fee Class Fund collected by the Parks, Recreation and Tourism Department will be allocated to accounts as defined by the Fee Class Accounts Procedure. 6. Account balances remaining in Children's Services Act (C111), Police Confiscated Property (C120), Police Special Programs (C121), Forfeited Asset Sharing (C122), Sheriff Confiscated Property (C123), Sheriff Jail Fees (C124), Inventory Accounts (C125), Criminal Justice Academy (C126), Police Training Facility (C127), Garage - Fleet Service Center (C130), Motor Pool (C132), Grants (C135), Communications and Information Technology (C141 -C144), Fee Class (C150), PRT Schools Ground Maintenance (C151), Public Works Fund (C170), South Peak Community Development Authority (C201), County Page 5 of 6 Debt Fund (C310, C320, C330, C340), County Capital and Economic Development Funds (C420, C421, C425, C428, C440, C445, C451, C455, C475), County Trust Funds (C501, C502), Internal Service Funds (C700, C705, C710), Special Welfare (C810), Regional Fire/Rescue Training Center (C814), Commonwealth Fund (C815), and Economic Development Authority (C818) funds will carry over 100% and be re -appropriated to the individual funds. 7. That the Board of Supervisors anticipates receiving various grants, donations, and other miscellaneous revenues. These anticipated funds are appropriated to the Grants Fund for the various functions and purposes as provided therein, and said appropriation shall be acknowledged and allocated to the appropriate fund upon approval by the Board of Supervisors on the Consent Agenda. 8. That the Board of Supervisors approves the County of Roanoke Classification and Pay Plan. The Classification and Pay Plan included as part of this ordinance is effective July 1, 2020. The County Administrator shall implement the County Classification and Pay Plan pursuant to Board of Supervisors Resolution 082515-1. 9. This ordinance shall take effect July 1, 2020. 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BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the following appropriations are hereby made from the respective funds for the period beginning July 1, 2020, and ending June 30, 2021, for the functions and purposes indicated: Page 1 of 3 County of Roanoke, Virginia Fiscal Year 2020-2021 County Capital First Reading June 9, 2020; Second Reading June 23, 2020 Appropriation Amount Revenues: County Capital: Transfer from General Government Fund $ 3,165,000 County Unrestricted Cash (excl. Transfer from General Govt. Fund) 2,678,624 County Restricted Cash 987,150 Non -County 969,700 Total Revenue - County Capital $ 7,800,474 Expenditures: County Capital: FY 2021 Capital Fund supported by General Government Fund excluding General Government Transfers to CIP & Fleet Replacement $ 3,165,000 FY 2021 Capital Year Budget - Public Safety $ 717,000 FY 2021 Capital Year Budget - Community Services $ 1,387,150 FY 2021 Capital Year Budget - Human Services $ 555,000 FY 2021 Capital Year Budget - Internal Services $ 1,976,324 Subtotal, FY 2021 Capital Year Budget $ 4,635,474 FY 2021 Fleet Replacement Budget $ Total Expenditures - County Capital $ 7,800,474 Page 2 of 3 2. That the County Administrator may authorize or delegate the authorization of the transfer of any unencumbered balance or portion thereof from one project to another so as to provide for the completion of a capital project. 3. That all funded outstanding capital encumbrances at June 30, 2020, are re - appropriated to the 2020-2021 fiscal year to the same account for which they are encumbered in the previous year. 4. That appropriations designated for capital projects will not lapse at the end of the fiscal year but shall remain appropriated until the completion of the project or until the Board of Supervisors, by appropriate action, changes or eliminates the appropriation. Upon completion of a capital project, staff is authorized to close out the project and transfer to the funding source any remaining balances. This section applies to appropriations for capital projects at June 30, 2020, and appropriations in the 2020-2021 fiscal year budget. 5. That the Board of Supervisors anticipates receiving various grants, donations, and other miscellaneous revenues. These anticipated funds are appropriated to the Grants Fund for the various functions and purposes as provided therein, and said appropriation shall be acknowledged and allocated to the appropriate fund upon approval by the Board of Supervisors on the Consent Agenda. 6. This ordinance shall take effect July 1, 2020. Page 3 of 3 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, JUNE 9, 2020 ORDINANCE APPROPRIATING FUNDS FOR THE FISCAL YEAR 2020- 2021 TRANSFERS TO AND ON BEHALF OF ROANOKE COUNTY PUBLIC SCHOOLS FOR ROANOKE COUNTY, VIRGINIA WHEREAS, upon notice duly published in the newspaper, public hearings were held on May 26, 2020 and June 9, 2020, concerning the adoption of the annual budget for Roanoke County for fiscal year 2020-2021; and WHEREAS, the Board of Supervisors of Roanoke County, Virginia, approved said budget on June 23, 2020, pursuant to the provisions of Section 13.02 of the Roanoke County Charter and Chapter 25 of Title 15.2 of the 1950 Code of Virginia, as amended; and WHEREAS, the first reading of this appropriation ordinance was held on June 9, 2020, and the second reading of this ordinance was held on June 23, 2020, pursuant to the provisions of Section 18.04 of the Roanoke County Charter. BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the following appropriations are hereby made from the respective funds for the period beginning July 1, 2020, and ending June 30, 2021, for the functions and purposes indicated: Page 1 of 3 County of Roanoke, Virginia Fiscal Year 2020-2021 Schools Revenue Sharing Transfer, Debt Service Transfer, and Children's Services Act Transfer First Reading June 9, 2020; Second Reading June 23, 2020 Revenues: General Government Fund Total Revenue - Schools Transfers Expenditures: General Government Fund Transfer to Schools Operations Transfer to Transfer to Debt Service Fund - Schools Debt Service Transfer to Children's Services Act on behalf of Schools Total Expenditures - Schools Transfers Page 2 of 3 Appropriation Amo u nt 77, 907, 881 $ 77, 907, 881 68, 029, 368 8,074,513 1,804,000 $ 77, 907, 881 2. That the transfer to Roanoke County Public Schools for operating per the County and School revenue sharing agreement shall be transferred in its entirety. 3. That the transfers made by Roanoke County on behalf of Roanoke County Public Schools to the Debt Service Fund and Children's Services Act Fund shall be based on actual expenditures incurred during fiscal year 2020-2021. Any remaining balance in those transfers shall remain with Roanoke County government. 4. This ordinance shall take effect July 1, 2020. Page 3 of 3 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, JUNE 9, 2020 ORDINANCE APPROPRIATING FUNDS FOR THE FISCAL YEAR 2020- 2021 OPERATIONS BUDGET FOR ROANOKE COUNTY PUBLIC SCHOOLS WHEREAS, upon notice duly published in the newspaper, public hearings were held on May 26, 2020 and June 9, 2020, concerning the adoption of the annual budget for Roanoke County for fiscal year 2020-2021; and WHEREAS, the Board of Supervisors of Roanoke County, Virginia, approved said budget on June 23, 2020, pursuant to the provisions of Section 13.02 of the Roanoke County Charter and Chapter 25 of Title 15.2 of the 1950 Code of Virginia, as amended; and WHEREAS, the first reading of this appropriation ordinance was held on June 9, 2020, and the second reading of this ordinance was held on June 23, 2020, pursuant to the provisions of Section 18.04 of the Roanoke County Charter. BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the following appropriations are hereby made from the respective funds for the period beginning July 1, 2020, and ending June 30, 2021, for the functions and purposes indicated: Page 1 of 3 County of Roanoke, Virginia Fiscal Year 2020-2021 Roanoke County Public Schools Operations First Reading June 9, 2020; Second Reading June 23, 2020 Page 2 of 3 Appropriation Amount Revenues: Schools Operating Funds: General $ 150,291,702 Nutrition 5,925,134 Grants 6,949,394 Instructional Resources 921,927 Bus Replacement 234,119 Technology Replacement 4,276,085 Student Activity Fund 7,200,000 Subtotal, Schools Operating Funds $ 175,798,361 Debt Service Fund - Schools $ 12,201,788 Total Revenue - Schools Operations and Debt Service Fund $ 188,000,149 Expenditures: Schools Operating Funds: General $ 150,291,702 Nutrition 5,925,134 Grants 6,949,394 Instructional Resources 921,927 Bus Replacement 234,119 Technology Replacement 4,276,085 Student Activity Fund 7,200,000 Subtotal, Schools Operating Funds Expenditures $ 175,798,361 Debt Service Fund - Schools $ 12,201,788 Total Expenditures - Schools Operations and Debt Service Fund $ 188,000,149 Page 2 of 3 2. That all funded outstanding operating encumbrances at June 30, 2020, are re - appropriated to the 2020-2021 fiscal year to the same department and account for which they are encumbered in the previous year. 3. That all School Fund appropriations remaining at the end of the 2020-2021 fiscal year not lapse but shall be appropriated to Roanoke County Public Schools and allocated per Section 10-5-A and B of the County of Roanoke Comprehensive Financial Policy approved by the Board of Supervisors on December 17, 2019. 4. Account balances remaining in the Schools Debt Fund (C360, C365, C375) will carry over 100% and be re -appropriated to the individual funds. 5. This ordinance shall take effect July 1, 2020. Page 3 of 3 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, JUNE 9, 2020 ORDINANCE APPROPRIATING FUNDS FOR THE FISCAL YEAR 2020- 2021 CAPITAL BUDGET FOR ROANOKE COUNTY PUBLIC SCHOOLS WHEREAS, upon notice duly published in the newspaper, public hearings were held on May 26, 2020 and June 9, 2020, concerning the adoption of the annual budget for Roanoke County for fiscal year 2020-2021; and WHEREAS, the Board of Supervisors of Roanoke County, Virginia, approved said budget on June 23, 2020, pursuant to the provisions of Section 13.02 of the Roanoke County Charter and Chapter 25 of Title 15.2 of the 1950 Code of Virginia, as amended; and WHEREAS, the first reading of this appropriation ordinance was held on June 9, 2020, and the second reading of this ordinance was held on June 23, 2020, pursuant to the provisions of Section 18.04 of the Roanoke County Charter. BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the following appropriations are hereby made from the respective funds for the period beginning July 1, 2020, and ending June 30, 2021, for the functions and purposes indicated: Page 1 of 3 County of Roanoke, Virginia Fiscal Year 2020-2021 Roanoke County Public Schools Capital First Reading June 9, 2020; Second Reading June 23, 2020 Appropriation Amount Revenues: Schools Capital Virginia Public Schools Authority (VPSA) Bonds $ 12,000,000 Schools Cash Sources 2,717,371 Use of Capital Fund Balance 3,950,785 Total Revenue - Schools Capital $ 18,668,156 Expenditures: Schools Capital William Byrd High School Renovation $ 17,158,000 Financial System Implementation 360,000 Human Resources and Payroll System Upgrade 451,650 W.E. Cundiff Elementary School Renovation 224,253 Glen Cove Elementary School Renovation 224,253 Other Minor Capital Items & Contingency 250,000 Total Expenditures - Schools Capital $ 18,668,156 Page 2 of 3 2. That all funded outstanding capital encumbrances at June 30, 2020, are re - appropriated to the 2020-2021 fiscal year to the same account for which they are encumbered in the previous year. 3. That appropriations designated for capital projects will not lapse at the end of the fiscal year but shall remain appropriated until the completion of the project. This section applies to appropriations for capital projects at June 30, 2020, and appropriations in the 2020-2021 fiscal year budget. 4. Upon completion of a capital project, staff is authorized to close out the project and transfer to the funding source any remaining balances. This section applies to appropriations for capital projects at June 30, 2020, and appropriations in the 2020-2021 fiscal year budget. 5. This ordinance shall take effect July 1, 2020. Page 3 of 3 ACTION NO. ITEM NO. D.2 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: June 9, 2020 Ordinance accepting and appropriating funds in the amount of $8,217,365 from the Commonwealth of Virginia for the locally -based allocation distributed as a component of the Coronavirus Aid, Relief, and Economic Security (CARES) Act of 2020 APPROVED BY: Daniel R. O'Donnell County Administrator ISSUE: Accept and appropriate funds in the amount of $8,217,365 from the Commonwealth of Virginia for the CARES Act BACKGROUND: Congress passed and the President recently signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act of 2020. This Act provides funding for a number of different programs to address the COVID-19 pandemic. A primary component of the CARES Act is $150 billion in assistance to state, local, territorial, and tribal governments for the direct impact of the COVID-19 pandemic through the establishment of the Coronavirus Relief Fund (CRF). Allocations were sent to states based on population. Each state received 55 percent of its share based on total state population and the remaining 45 percent was based on the local populations of each state's cities and counties. Roanoke County's share was 1.1035% or $8,217,365. These funds may be used for qualifying expenses of state and local governments. The CARES Act provides that payments from the CRF only may be used to cover costs that: Page 1 of 2 1. Are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19); 2. Were not accounted for in the budget most recently approved as of March 27, 2020 (the date of enactment of the CARES Act) for the State or government; and 3. Were incurred during the period that begins on March 1, 2020, and ends on December 30, 2020 DISCUSSION: Staff continues to work to understand the eligible uses and rules related for the CARES Act funding. We are still awaiting clarification on whether the funds have to be spent with expenditures completed by December 30 or if having funds encumbered by December 30 is sufficient. Below is a list of some of the ideas we are discussing for use of the CARES Act funding: 1. Funding for Vinton for eligible Town expenditures 2. Improvements to facilities to improve health and safety for employees and the public 3. Small business assistance 4. County computers and related equipment for teleworking and distance learning 5. Other eligible expenses to include personnel costs, personal protective equipment, and other departmental qualifying expenditures. Staff will continue to work on a specific budget for the CARES Act and bring this to the Board for your approval. FISCAL IMPACT: No County funds are required. Funds are 100% Federal funds passed through the State. $8,217,365 will be appropriated to the Grant Fund. STAFF RECOMMENDATION: Staff recommends approval of the first reading of an ordinance to accept and appropriate $8,217,365 to the grant fund for the locally -based allocation of the CARES Act of 2020. Staff recommends that the second reading be scheduled for June 23, 2020. Page 2 of 2 Aubrey L. Layne, Jr., MBA, CPA Secretary of Finance COMMONWEALTH of VIRGINIA May 12, 2020 To: County and City Elected Officials Delivered Via: Chief Executive Officer, Manager, or Administrator From: Aubrey L. Layne, Jr. Secretary of Finance Subject: Local Allocations for Federal CARES Coronavirus Relief Funds Background P.O. Box 1475 Richmond, Virginia 23218 As most of you are aware, Congress passed and the President recently signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act of 2020. This Act provides funding for a number of different programs to address the COVID-19 pandemic. A primary component of the CARES Act is $150 billion in assistance to state, local, territorial, and tribal governments for the direct impact of the COVID-19 pandemic through the establishment of the Coronavirus Relief Fund (CRF). Allocations were sent to states based on population. Each state received 55 percent of its share based on total state population and the remaining 45 percent was based on the local populations of each state's cities and counties. Localities with populations greater than 500,000 could apply to receive funds directly. All other CRF funds were distributed to the states to determine the allocations to localities. Virginia has received approximately $3.1 billion as its share of the CRF total. This amount does not include approximately $200 million that went directly to Fairfax County since it qualified to receive its funding directly. These funds may be used for qualifying expenses of state and local governments. The CARES Act provides that payments from the CRF only may be used to cover costs that: 1. are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19); 2. were not accounted for in the budget most recently approved as of March 27, 2020 (the date of enactment of the CARES Act) for the State or government; and were incurred during the period that begins on March 1, 2020, and ends on December 30, 2020. County and City Elected Officials and Administrators Cabinet Secretaries May 12, 2020 Page 2 At this point, federal guidance indicates that the CRF funds can only be used for the direct costs associated with the response to the COVID-19 pandemic and cannot be used to make up for revenue shortfalls. State and local government officials have requested that this restriction be lifted or that additional federal funds be provided to address the loss of state and local revenue. To date, no action has been taken by Congress to allow that flexibility or to provide funding for that purpose. Allocation of CRF Funds to Localities While the federal CARES Act does not require that states distribute funding to local governments with populations less than 500,000 residents, the Governor recognizes that localities are experiencing the same COVID-19 related expenses as the Commonwealth. Therefore, fifty (50) percent of the locally -based allocations will be distributed to counties and cities on or around June 1, 2020, by the Department of Accounts (DOA) after receipt of a signed certification from the locality. This distribution will be made to the local treasurer in the same manner that Car Tax Relief Payments are made. Each locality's allocation will be based on the proportion that the locality's population represents of the statewide total population. Appendix A reflects the population used by US Treasury to allocate CRF funds to the states. This population data is the basis for determining the allocations to each locality. This table also reflects each locality's share of the current distribution based on the population data displayed. Please note that the population data for each county includes the populations of the towns within its borders. Consequently, the allocation indicated for each county includes any allocations based on residents that live in the towns located within that county. CRF funds should be considered "one time" monies and should not be used for ongoing services and/or base operations. Because the funds must be expended by December 30, localities are advised not to create services with expenses beyond that period. Any expenses beyond December 30, 2020, must be paid entirely by the locality from local funds. Requirements for Use of Funds and Certifications General The amounts listed in Appendix A reflect the funds that will be transferred to each locality after receipt of a certification form (Appendix D) from the locality signed by the chief executive officer, the chief financial officer, and the chief elected officer. Before signing the certification, I recommend that you read and understand the federal guidance and the frequently asked questions contained in Appendix B and Appendix C, respectively. The most recent information on this guidance and the frequently asked questions can be obtained at: https://home.treasury.gov/policy- issues/cares/state-and-local-governments County and City Elected Officials and Administrators Cabinet Secretaries May 12, 2020 Page 3 Please note that the certification statement includes an acknowledgment that you may be required to return funds to the federal government if it is determined that those funds were spent for purposes that do not qualify. Since these funds are being provided to you "up front" rather than on a reimbursement basis, it is important for you to understand that the burden of ensuring that all CRF funds are spent for qualifying purposes falls to the local government. You are responsible for maintaining all necessary documentation to ensure compliance with the federal requirements. If the federal government determines that you have used CRF funds for purposes that do not qualify, you must return those funds to the state promptly so that they may be returned to the federal government. As a condition of receiving CRF funds, you are agreeing that the state can use state aid intercept to recover any funds necessary for expenses that were not for a qualifying purpose or that were unexpended as of December 30, 2020. For Counties Only As previously stated, the population data for each county includes the populations of the towns within its borders. Consequently, the allocation indicated for each county includes any allocations based on residents that live in the towns located within that county. Counties must ensure that an equitable share of the CRF funds it receives are shared with and granted to each town within its jurisdiction. Just as with the funds retained by the county, the funds granted to towns must be spent in accordance with the same requirements and the same documentation must be retained for audit purposes. The county issuing the grant is responsible for the ensuring compliance with the documentation requirements and must ensure that the use of the funds meets the requirements set forth by the federal government. Submission of Certification The certification in Appendix D contains more specific details on the responsibilities of the local governing body. A fillable .pdf form can be downloaded from the Secretary of Finance's Website under "Recent News" at: http://finance.vir ig nia.gov/ In order to receive your locality's allocation, the signed certification form must be submitted no later than May 22, 2020, to the Department of Accounts in electronic or hard copy form: By Email to: GACCT e,DOA.Vir ig nia.gov By US Mail to: Department of Accounts Attention: Local CRF Certification P.O. Box 1971 Richmond, VA 23218-1971 If you have any questions about this process, you may contact my office at (804) 786-1148. If you have technical questions about the certification form or the distribution of the funds, please contact Melinda Pearson, Director, General Accounting, Department of Accounts, at Melinda. PearsonkDOA.Virginia.gov or by phone at 804-225-2376. Appendix A - Local Allocations Annual Estimates of the Resident Population for Counties in Virginia: as of July 1, 2019 Statewide Total = 8,535,519 % of Total 1 Current Allocation Base = $744,691,122 Locality Population .Accomack County, Virginia 32,316 0.3786% $2,819,446 .Albemarle County, Virginia 109,330 1.2809% $9,538,621 .Alleghany County, Virginia 14,860 0.1741% $1,296,478 .Amelia County, Virginia 13,145 0.1540% $1,146,851 .Amherst County, Virginia 31,605 0.3703% $2,757,414 .Appomattox County, Virginia 15,911 0.1864% $1,388,173 .Arlington County, Virginia 236,842 2.7748% $20,663,551 .Augusta County, Virginia 75,558 0.8852% $6,592,144 .Bath County, Virginia 4,147 0.0486% $361,810 .Bedford County, Virginia 78,997 0.9255% $6,892,184 .Bland County, Virginia 6,280 0.0736% $547,906_ .Botetourt County, Virginia 33,419 0.3915% $2,915,679 .Brunswick County, Virginia 16,231 0.1902% $1,416,092 .Buchanan County, Virginia 21,004 0.2461% $1,832,518 .Buckingham County, Virginia 17,148 0.2009% $1,496,097 .Campbell County, Virginia 54,885 0.6430% $4,788,505 .Caroline County, Virginia 30,725 0.3600% $2,680,638 .Carroll County, Virginia 29,791 0.3490% $2,599,150 .Charles City County, Virginia 6,963 0.0816% $607,495 .Charlotte County, Virginia 11,880 0.1392% $1,036,484 .Chesterfield County, Virginia 352,802 4.1333% $30,780,614 .Clarke County, Virginia 14,619 0.1713% $1,275,451 .Craig County, Virginia 5,131 0.0601% $447,660 .Culpeper County, Virginia 52,605 0.6163% $4,589,583 .Cumberland County, Virginia 9,932 0.1164% $866,529 .Dickenson County, Virginia 14,318 0.1677% $1,249,190 .Dinwiddie County, Virginia 28,544 0.3344% $2,490,354 .Essex County, Virginia 10,953 0.1283% $955,607 .Fairfax County, Virginia 1,147,532 13.4442% N/A .Fauquier County, Virginia 71,222 0.8344% $6,213,845 .Floyd County, Virginia 15,749 0.1845% $1,374,040 .Fluvanna County, Virginia 27,270 0.3195% $2,379,202 .Franklin County, Virginia 56,042 0.6566% $4,889,448 Appendix A - Local Allocations .Frederick County, Virginia 89,313 1.0464% $7,792,215 .Giles County, Virginia 16,720 0.1959% $1,458,756 .Gloucester County, Virginia 37,348 0.4376% $3,258,469 .Goochland County, Virginia 23,753 0.2783% $2,072,358 .Grayson County, Virginia 15,550 0.1822% $1,356,678 .Greene County, Virginia 19,819 0.2322% $1,729,131 .Greeneville County, Virginia 11,336 0.1328% $989,022 .Halifax County, Virginia 33,911 0.3973% $2,958,604 .Hanover County, Virginia 107,766 1.2626% $9,402,168 .Henrico County, Virginia 330,818 3.8758% $28,862,595 .Henry County, Virginia 50,557 0.5923% $4,410,903 .Highland County, Virginia 2,190 0.0257% $191,069 .Isle of Wight County, Virginia 37,109 0.4348% $3,237,617 .James City County, Virginia 76,523 0.8965% $6,676,337 .King and Queen County, Virginia 7,025 0.0823% $612,904 .King George County, Virginia 26,836 0.3144% $2,341,338 .King William County, Virginia 17,148 0.2009% $1,496,097 .Lancaster County, Virginia 10,603 0.1242% $925,071 .Lee County, Virginia 23,423 0.2744% $2,043,566 .Loudoun County, Virginia 413,538 4.8449% $36,079,596 .Louisa County, Virginia 37,591 0.4404% $3,279,670 .Lunenburg County, Virginia 12,196 0.1429% $1,064,054 .Madison County, Virginia 13,261 0.1554% $1,156,971 .Mathews County, Virginia 8,834 0.1035% $770,732 .Mecklenburg County, Virginia 30,587 0.3583% $2,668,598 .Middlesex County, Virginia 10,582 0.1240% $923,239 .Montgomery County, Virginia 98,535 1.1544% $8,596,799 .Nelson County, Virginia 14,930 0.1749% $1,302,585 .New Kent County, Virginia 23,091 0.2705% $2,014,601 .Northampton County, Virginia 11,710 0.1372% $1,021,652 .Northumberland County, Virginia 12,095 0.1417% $1,055,242 .Nottoway County, Virginia 15,232 0.1785% $1,328,933 .Orange County, Virginia 37,051 0.4341% $3,232,557 .Page County, Virginia 23,902 0.2800% $2,085,357 .Patrick County, Virginia 17,608 0.2063% $1,536,230 .Pittsylvania County, Virginia 60,354 0.7071% $5,265,654 .Powhatan County, Virginia 29,652 0.3474% $2,587,023 .Prince Edward County, Virginia 22,802 0.2671% $1,989,387 .Prince George County, Virginia 38,353 0.4493% $3,346,151 .Prince William County, Virginia 470,335 5.5103% $41,034,915 .Pulaski County, Virginia 34,027 0.3987% $2,968,725 .Rappahannock County, Virginia 7,370 0.0863% $643,004 .Richmond County, Virginia 9,023 0.1057% $787,222 .Roanoke County, Virginia 94,186 1.1035% $8,217,365 Appendix A - Local Allocations .Rockbridge County, Virginia 22,573 0.2645% $1,969,407 .Rockingham County, Virginia 81,948 0.9601% $7,149,647 .Russell County, Virginia 26,586 0.3115% $2,319,526 .Scott County, Virginia 21,566 0.2527% $1,881,550 .Shenandoah County, Virginia 43,616 0.5110% $3,805,328 .Smyth County, Virginia 30,104 0.3527% $2,626,458 .Southampton County, Virginia 17,631 0.2066% $1,538,237 .Spotsylvania County, Virginia 136,215 1.5959% $11,884,234 .Stafford County, Virginia 152,882 1.7911% $13,338,365 .Surry County, Virginia 6,422 0.0752% $560,295 .Sussex County, Virginia 11,159 0.1307% $973,580 .Tazewell County, Virginia 40,595 0.4756% $3,541,757 .Warren County, Virginia 40,164 0.4706% $3,504,154 .Washington County, Virginia 53,740 0.6296% $4,688,608 .Westmoreland County, Virginia 18,015 0.2111% $1,571,739 .Wise County, Virginia 37,383 0.4380% $3,261,523 .Wythe County, Virginia 28,684 0.3361% $2,502,568 .York County, Virginia 68,280 0.8000% $5,957,167 .Alexandria city, Virginia 159,428 1.8678% $13,909,478 .Bristol city, Virginia 16,762 0.1964% $1,462,420 .Buena Vista city, Virginia 6,478 0.0759% $565,181 .Charlottesville city, Virginia 47,266 0.5538% $4,123,776 .Chesapeake city, Virginia 244,835 2.8684% $21,360,910 .Colonial Heights city, Virginia 17,370 0.2035% $1,515,466 .Covington city, Virginia 5,538 0.0649% $483,169 .Danville city, Virginia 40,044 0.4691% $3,493,685 .Emporia city, Virginia 5,346 0.0626% $466,418 .Fairfax city, Virginia 24,019 0.2814% $2,095,565 .Falls Church city, Virginia 14,617 0.1712% $1,275,277 .Franklin city, Virginia 7,967 0.0933% $695,090 .Fredericksburg city, Virginia 29,036 0.3402% $2,533,279 .Galax city, Virginia 6,347 0.0744% $553,751 .Hampton city, Virginia 134,510 1.5759% $11,735,479 .Harrisonburg city, Virginia 53,016 0.6211% $4,625,442 .Hopewell city, Virginia 22,529 0.2639% $1,965,568 .Lexington city, Virginia 7,446 0.0872% $649,635 .Lynchburg city, Virginia 82,168 0.9627% $7,168,841 .Manassas city, Virginia 41,085 0.4813% $3,584,508 .Manassas Park city, Virginia 17,478 0.2048% $1,524,888 .Martinsville city, Virginia 12,554 0.1471% $1,095,288 .Newport News city, Virginia 179,225 2.0998% $15,636,690 .Norfolk city, Virginia 242,742 2.8439% $21,178,304 .Norton city, Virginia 3,981 0.0466% $347,327 .Petersburg city, Virginia 31,346 0.3672% $2,734,818 Appendix A - Local Allocations .Poquoson city, Virginia 12,271 0.1438% $1,070,597 .Portsmouth city, Virginia 94,398 1.1059% $8,235,862 .Radford city, Virginia 18,249 0.2138% $1,592,155 .Richmond city, Virginia 230,436 2.6997% $20,104,653 .Roanoke city, Virginia 99,143 1.1615% $8,649,844 .Salem city, Virginia 25,301 0.2964% $2,207,415 .Staunton city, Virginia 24,932 0.2921% $2,175,221 .Suffolk city, Virginia 92,108 1.0791% $8,036,068 .Virginia Beach city, Virginia 449,974 5.2718% $39,258,497 .Waynesboro city, Virginia 22,630 0.2651% $1,974,380 .Williamsburg city, Virginia 14,954 0.1752% $1,304,679 .Winchester city, Virginia 28,078 0.3290% $2,449,697 Total Funds Distributed (excludes Fairfax County) $644,573,383 Source: U.S. Census Bureau, Population Division Release Date: March 2020 'Note: Percentages are displayed as rounded numbers, however, the distributions are calculated using the full values. Appendix A — Local Allocations Appendix 6 - Guidance From U.S. Treasury Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments April 22, 2020 The purpose of this document is to provide guidance to recipients of the funding available under section 601(a) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The CARES Act established the Coronavirus Relief Fund (the "Fund") and appropriated $150 billion to the Fund. Under the CARES Act, the Fund is to be used to make payments for specified uses to States and certain local governments; the District of Columbia and U.S. Territories (consisting of the Commonwealth of Puerto Rico, the United States Virgin Islands, Guam, American Samoa, and the Commonwealth of the Northern Mariana Islands); and Tribal governments. The CARES Act provides that payments from the Fund may only be used to cover costs that 1. are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19); 2. were not accounted for in the budget most recently approved as of March 27, 2020 (the date of enactment of the CARES Act) for the State or government; and 3. were incurred during the period that begins on March 1, 2020, and ends on December 30, 2020.1 The guidance that follows sets forth the Department of the Treasury's interpretation of these limitations on the permissible use of Fund payments. Necessary expenditures incurred due to the public health emergency The requirement that expenditures be incurred "due to" the public health emergency means that expenditures must be used for actions taken to respond to the public health emergency. These may include expenditures incurred to allow the State, territorial, local, or Tribal government to respond directly to the emergency, such as by addressing medical or public health needs, as well as expenditures incurred to respond to second -order effects of the emergency, such as by providing economic support to those suffering from employment or business interruptions due to COVID-19-related business closures. Funds may not be used to fill shortfalls in government revenue to cover expenditures that would not otherwise qualify under the statute. Although a broad range of uses is allowed, revenue replacement is not a permissible use of Fund payments. The statute also specifies that expenditures using Fund payments must be "necessary." The Department of the Treasury understands this term broadly to mean that the expenditure is reasonably necessary for its intended use in the reasonable judgment of the government Appendix B - Coronavirus Relief Fund Guidance from US Treasury 8 officials responsible for spending Fund payments. 1 See Section 601(d) of the Social Security Act, as added by section 5001 of the CARES Act. Costs not accounted for in the budget most recently approved as of March 27, 2020 The CARES Act also requires that payments be used only to cover costs that were not accounted for in the budget most recently approved as of March 27, 2020. A cost meets this requirement if either (a) the cost cannot lawfully be funded using a line item, allotment, or allocation within that budget or (b) the cost is for a substantially different use from any expected use of funds in such a line item, allotment, or allocation. The "most recently approved" budget refers to the enacted budget for the relevant fiscal period for the particular government, without taking into account subsequent supplemental appropriations enacted or other budgetary adjustments made by that government in response to the COVID-19 public health emergency. A cost is not considered to have been accounted for in a budget merely because it could be met using a budgetary stabilization fund, rainy day fund, or similar reserve account. Costs incurred during the period that begins on March 1, 2020, and ends on December 30, 2020 A cost is "incurred" when the responsible unit of government has expended funds to cover the cost. Nonexclusive examples of eligible expenditures Eligible expenditures include, but are not limited to, payment for: 1. Medical expenses such as: • COVID-19-related expenses of public hospitals, clinics, and similar facilities. • Expenses of establishing temporary public medical facilities and other measures to increase COVID-19 treatment capacity, including related construction costs. • Costs of providing COVID-19 testing, including serological testing. • Emergency medical response expenses, including emergency medical transportation, related to COVID-19. • Expenses for establishing and operating public telemedicine capabilities for COVID-19- related treatment. 2. Public health expenses such as: • Expenses for communication and enforcement by State, territorial, local, and Tribal governments of public health orders related to COVID-19. • Expenses for acquisition and distribution of medical and protective supplies, including sanitizing products and personal protective equipment, for medical personnel, police officers, social workers, child protection services, and child welfare officers, direct service providers for older adults and individuals with disabilities in community settings, and other public health or safety workers in Appendix B - Coronavirus Relief Fund Guidance from US Treasury connection with the COVID-19 public health emergency. • Expenses for disinfection of public areas and other facilities, e.g., nursing homes, in response to the COVID-19 public health emergency. • Expenses for technical assistance to local authorities or other entities on mitigation of COVID-19-related threats to public health and safety. • Expenses for public safety measures undertaken in response to COVID-19. • Expenses for quarantining individuals. 3. Payroll expenses for public safety, public health, health care, human services, and similar employees whose services are substantially dedicated to mitigating or responding to the COVID- 19 public health emergency. 4. Expenses of actions to facilitate compliance with COVID-19-related public health measures, such as: • Expenses for food delivery to residents, including, for example, senior citizens and other vulnerable populations, to enable compliance with COVID-19 public health precautions. • Expenses to facilitate distance learning, including technological improvements, in connection with school closings to enable compliance with COVID-19 precautions. • Expenses to improve telework capabilities for public employees to enable compliance with COVID-19 public health precautions. • Expenses of providing paid sick and paid family and medical leave to public employees to enable compliance with COVID-19 public health precautions. • COVID-19-related expenses of maintaining state prisons and county jails, including as relates to sanitation and improvement of social distancing measures, to enable compliance with COVID-19 public health precautions. • Expenses for care for homeless populations provided to mitigate COVID-19 effects and enable compliance with COVID-19 public health precautions. 5. Expenses associated with the provision of economic support in connection with the COVID-19 public health emergency, such as: • Expenditures related to the provision of grants to small businesses to reimburse the costs of business interruption caused by required closures. • Expenditures related to a State, territorial, local, or Tribal government payroll support program. • Unemployment insurance costs related to the COVID-19 public health emergency if such costs will not be reimbursed by the federal government pursuant to the CARES Act or otherwise. 6. Any other COVID-19-related expenses reasonably necessary to the function of government that satisfy the Fund's eligibility criteria. Appendix B - Coronavirus Relief Fund Guidance from US Treasury 10 Nonexclusive examples of ineligible expenditures The following is a list of examples of costs that would not be eligible expenditures of payments from the Fund. 1. Expenses for the State share of Medicaid.3 2. Damages covered by insurance. 3. Payroll or benefits expenses for employees whose work duties are not substantially dedicated to mitigating or responding to the COVID-19 public health emergency. 4. Expenses that have been or will be reimbursed under any federal program, such as the reimbursement by the federal government pursuant to the CARES Act of contributions by States to State unemployment funds. 5. Reimbursement to donors for donated items or services. 6. Workforce bonuses other than hazard pay or overtime. 7. Severance pay. 8. Legal settlements. 2 I addition, pursuant to section 5001(b) of the CARES Act, payments from the Fund may not be expended for an elective abortion or on research in which a human embryo is destroyed, discarded, or knowingly subjected to risk of injury or death. The prohibition on payment for abortions does not apply to an abortion if the pregnancy is the result of an act of rape or incest; or in the case where a woman suffers from a physical disorder, physical injury, or physical illness, including a life -endangering physical condition caused by or arising from the pregnancy itself, that would, as certified by a physician, place the woman in danger of death unless an abortion is performed. Furthermore, no government which receives payments from the Fund may discriminate against a health care entity on the basis that the entity does not provide, pay for, provide coverage of, or refer for abortions. 3 See 42 C.F.R. § 433.51 and 45 C.F.R. § 75.306. 1 The Guidance is available at: https://home.treasury.gov/policy-issues/cares/state-and-local- governments Appendix B - Coronavirus Relief Fund Guidance from US Treasury 11 Appendix C - Frequently Asked Questions The content below was provided by the US Department of the Treasury. Coronavirus Relief Fund Frequently Asked Questions April 22, 2020 Do governments have to return unspent funds to Treasury? Yes. Section 601(f)(2) of the Social Security Act, as added by section 5001(a) of the CARES Act, provides for recoupment by the Inspector General of the Department of the Treasury of amounts received from the Coronavirus Relief Fund (the "Fund") that have not been used in a manner consistent with section 601(d) of the Social Security Act. If a government has not used funds it has received to cover costs that were incurred by December 30, 2020, as required by the statute, those funds must be returned to the Department of the Treasury. May a State receiving a payment transfer funds to a local government? Yes, provided that the transfer qualifies as a necessary expenditure incurred due to the public health emergency and meets the other criteria of section 601(d) of the Social Security Act. Such funds would be subject to recoupment by the Treasury Inspector General if they have not been used in a manner consistent with section 601(d) of the Social Security Act. May governments retain assets purchased with these funds? Yes, if the purchase of the asset was consistent with the limitations on the eligible use of funds provided by section 601(d) of the Social Security Act. What records must be kept by governments receiving payment? A government should keep records sufficient to demonstrate that the amount of Fund payments to the government has been used in accordance with section 601(d) of the Social Security Act. Appendix C - US Treasury Coronavirus Relief Fund Guidance FAQ 12 Coronavirus Relief Fund Frequently Asked Questions Updated as of May 4, 2020 The following answers to frequently asked questions supplement Treasury's Coronavirus Relief Fund ("Fund") Guidance for State, Territorial, Local, and Tribal Governments, dated April 22, 2020, ("Guidance").' Amounts paid from the Fund are subject to the restrictions outlined in the Guidance and set forth in section 601(d) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). Eligible Expenditures Are governments required to submit proposed expenditures to Treasury for approval? No. Governments are responsible for making determinations as to what expenditures are necessary due to the public health emergency with respect to COVID-19 and do not need to submit any proposed expenditures to Treasury. The Guidance says that funding can be used to meet payroll expenses for public safety, public health, health care, human services, and similar employees whose services are substantially dedicated to mitigating or responding to the COVID-19 public health emergency. How does a government determine whether payroll expenses for a given employee satisfy the "substantially dedicated" condition? The Fund is designed to provide ready funding to address unforeseen financial needs and risks created by the COVID-19 public health emergency. For this reason, and as a matter of administrative convenience in light of the emergency nature of this program, a State, territorial, local, or Tribal government may presume that payroll costs for public health and public safety employees are payments for services substantially dedicated to mitigating or responding to the COVID-19 public health emergency, unless the chief executive (or equivalent) of the relevant government determines that specific circumstances indicate otherwise. The Guidance says that a cost was not accounted for in the most recently approved budget if the cost is for a substantially different use from any expected use of funds in such a line item, allotment, or allocation. What would qualify as a "substantially different use "for purposes of* the Fund eligibility? Costs incurred for a "substantially different use" include, but are not necessarily limited to, costs of personnel and services that were budgeted for in the most recently approved budget but which, due entirely to the COVID-19 public health emergency, have been diverted to substantially different functions. This would include, for example, the costs of redeploying corrections facility staff to enable compliance with COVID-19 public health precautions through work such as enhanced sanitation or enforcing social distancing measures; the costs of redeploying police to support management and enforcement of stay-at-home orders; or the costs of diverting educational support staff or faculty to develop online learning capabilities, such as through providing information technology support that is not part of the staff or faculty's ordinary responsibilities. Appendix C - US Treasury Coronavirus Relief Fund Guidance FAQ 13 Note that a public function does not become a "substantially different use" merely because it is provided from a different location or through a different manner. For example, although developing online instruction capabilities may be a substantially different use of funds, online instruction itself is not a substantially different use of public funds than classroom instruction. May a State receiving a payment transfer funds to a local government? Yes, provided that the transfer qualifies as a necessary expenditure incurred due to the public health emergency and meets the other criteria of section 601(d) of the Social Security Act. Such funds would be subject to recoupment by the Treasury Department if they have not been used in a manner consistent with section 601(d) of the Social Security Act. May a unit of local government receiving a Fund payment transfer funds to another unit of government? Yes. For example, a county may transfer funds to a city, town, or school district within the county and a county or city may transfer funds to its State, provided that the transfer qualifies as a necessary expenditure incurred due to the public health emergency and meets the other criteria of section 601(d) of the Social Security Act outlined in the Guidance. For example, a transfer from a county to a constituent city would not be permissible if the funds were intended to be used simply to fill shortfalls in government revenue to cover expenditures that would not otherwise qualify as an eligible expenditure. Is a Fund payment recipient required to transfer funds to a smaller, constituent unit of government within its borders? No. For example, a county recipient is not required to transfer funds to smaller cities within the county's borders. Are recipients required to use other federal funds or seek reimbursement under other federal programs before using Fund payments to satisfy eligible expenses? No. Recipients may use Fund payments for any expenses eligible under section 601(d) of the Social Security Act outlined in the Guidance. Fund payments are not required to be used as the source of funding of last resort. However, as noted below, recipients may not use payments from the Fund to cover expenditures for which they will receive reimbursement. Are there prohibitions on combining a transaction supported with Fund payments with other CARES Act funding or COVID-19 relief Federal funding? Recipients will need to consider the applicable restrictions and limitations of such other sources of funding. In addition, expenses that have been or will be reimbursed under any federal program, such as the reimbursement by the federal government pursuant to the CARES Act of contributions by States to State unemployment funds, are not eligible uses of Fund payments. Are States permitted to use Fund payments to support state unemployment insurance funds generally? To the extent that the costs incurred by a state unemployment insurance fund are incurred due to Appendix C - US Treasury Coronavirus Relief Fund Guidance FAQ 14 the COVID-19 public health emergency, a State may use Fund payments to make payments to its respective state unemployment insurance fund, separate and apart from such State's obligation to the unemployment insurance fund as an employer. This will permit States to use Fund payments to prevent expenses related to the public health emergency from causing their state unemployment insurance funds to become insolvent. Are recipients permitted to use Fund payments to pay for unemployment insurance costs incurred by the recipient as an employer? Yes, Fund payments may be used for unemployment insurance costs incurred by the recipient as an employer (for example, as a reimbursing employer) related to the COVID-19 public health emergency if such costs will not be reimbursed by the federal government pursuant to the CARES Act or otherwise. The Guidance states that the Fund may support a "broad range of uses" including payroll expenses for several classes of employees whose services are "substantially dedicated to mitigating or responding to the COVID-19 public health emergency. " What are some examples of types of covered employees? The Guidance provides examples of broad classes of employees whose payroll expenses would be eligible expenses under the Fund. These classes of employees include public safety, public health, health care, human services, and similar employees whose services are substantially dedicated to mitigating or responding to the COVID-19 public health emergency. Payroll and benefit costs associated with public employees who could have been furloughed or otherwise laid off but who were instead repurposed to perform previously unbudgeted functions substantially dedicated to mitigating or responding to the COVID-19 public health emergency are also covered. Other eligible expenditures include payroll and benefit costs of educational support staff or faculty responsible for developing online learning capabilities necessary to continue educational instruction in response to COVID-19-related school closures. Please see the Guidance for a discussion of what is meant by an expense that was not accounted for in the budget most recently approved as of March 27, 2020. In some cases, first responders and critical health care workers that contract COVID-19 are eligible for workers' compensation coverage. Is the cost of this expanded workers compensation coverage eligible? Increased workers compensation cost to the government due to the COVID-19 public health emergency incurred during the period beginning March 1, 2020, and ending December 30, 2020, is an eligible expense. If a recipient would have decommissioned equipment or not renewed a lease on particular office space or equipment but decides to continue to use the equipment or to renew the lease in order to respond to the public health emergency, are the costs associated with continuing to operate the equipment or the ongoing lease payments eligible expenses? Yes. To the extent the expenses were previously unbudgeted and are otherwise consistent with section 601(d) of the Social Security Act outlined in the Guidance, such expenses would be eligible. Appendix C - US Treasury Coronavirus Relief Fund Guidance FAQ 15 May recipients provide stipends to employees for eligible expenses (for example, a stipend to employees to improve telework capabilities) rather than require employees to incur the eligible cost and submit for reimbursement? Expenditures paid for with payments from the Fund must be limited to those that are necessary due to the public health emergency. As such, unless the government were to determine that providing assistance in the form of a stipend is an administrative necessity, the government should provide such assistance on a reimbursement basis to ensure as much as possible that funds are used to cover only eligible expenses. May Fund payments be used for COVID-19 public health emergency recovery planning? Yes. Expenses associated with conducting a recovery planning project or operating a recovery coordination office would be eligible, if the expenses otherwise meet the criteria set forth in section 601(d) of the Social Security Act outlined in the Guidance. Are expenses associated with contact tracing eligible? Yes, expenses associated with contract tracing are eligible. To what extent may a government use Fund payments to support the operations of private hospitals? Governments may use Fund payments to support public or private hospitals to the extent that the costs are necessary expenditures incurred due to the COVID-19 public health emergency, but the form such assistance would take may differ. In particular, financial assistance to private hospitals could take the form of a grant or a short-term loan. May payments from the Fund be used to assist individuals with enrolling in a government benefit program for those who have been laid off due to COVID-19 and thereby lost health insurance? Yes. To the extent that the relevant government official determines that these expenses are necessary and they meet the other requirements set forth in section 601(d) of the Social Security Act outlined in the Guidance, these expenses are eligible. May recipients use Fund payments to facilitate livestock depopulation incurred by producers due to supply chain disruptions? Yes, to the extent these efforts are deemed necessary for public health reasons or as a form of economic support as a result of the COVID-19 health emergency. Would providing a consumer grant program to prevent eviction and assist in preventing homelessness be considered an eligible expense? Yes, assuming that the recipient considers the grants to be a necessary expense incurred due to the COVID-19 public health emergency and the grants meet the other requirements for the use of Fund payments under section 601(d) of the Social Security Act outlined in the Guidance. As a general matter, providing assistance to recipients to enable them to meet property tax Appendix C - US Treasury Coronavirus Relief Fund Guidance FAQ 16 requirements would not be an eligible use of funds, but exceptions may be made in the case of assistance designed to prevent foreclosures. May recipients create a `payroll support program"for public employees? Use of payments from the Fund to cover payroll or benefits expenses of public employees are limited to those employees whose work duties are substantially dedicated to mitigating or responding to the COVID-19 public health emergency. May recipients use Fund payments to cover employment and training programs for employees that have been furloughed due to the public health emergency? Yes, this would be an eligible expense if the government determined that the costs of such employment and training programs would be necessary due to the public health emergency. May recipients use Fund payments to provide emergency financial assistance to individuals and families directly impacted by a loss of income due to the COVID-19 public health emergency? Yes, if a government determines such assistance to be a necessary expenditure. Such assistance could include, for example, a program to assist individuals with payment of overdue rent or mortgage payments to avoid eviction or foreclosure or unforeseen financial costs for funerals and other emergency individual needs. Such assistance should be structured in a manner to ensure as much as possible, within the realm of what is administratively feasible, that such assistance is necessary. The Guidance provides that eligible expenditures may include expenditures related to the provision of grants to small businesses to reimburse the costs of business interruption caused by required closures. What is meant by a "small business, " and is the Guidance intended to refer only to expenditures to cover administrative expenses of such a grant program? Governments have discretion to determine what payments are necessary. A program that is aimed at assisting small businesses with the costs of business interruption caused by required closures should be tailored to assist those businesses in need of such assistance. The amount of a grant to a small business to reimburse the costs of business interruption caused by required closures would also be an eligible expenditure under section 601(d) of the Social Security Act, as outlined in the Guidance. The Guidance provides that expenses associated with the provision of economic support in connection with the public health emergency, such as expenditures related to the provision of grants to small businesses to reimburse the costs of business interruption caused by required closures, would constitute eligible expenditures of Fund payments. Would such expenditures be eligible in the absence of a stay-at-home order? Fund payments may be used for economic support in the absence of a stay-at-home order if such expenditures are determined by the government to be necessary. This may include, for example, a grant program to benefit small businesses that close voluntarily to promote social distancing measures or that are affected by decreased customer demand as a result of the COVID-19 public health emergency. Appendix C - US Treasury Coronavirus Relief Fund Guidance FAQ 17 May Fund payments be used to assist impacted property owners with the payment of their property taxes? Fund payments may not be used for government revenue replacement, including the provision of assistance to meet tax obligations. May Fund payments be used to replace foregone utility fees? If not, can Fund payments be used as a direct subsidy payment to all utility account holders? Fund payments may not be used for government revenue replacement, including the replacement of unpaid utility fees. Fund payments may be used for subsidy payments to electricity account holders to the extent that the subsidy payments are deemed by the recipient to be necessary expenditures incurred due to the COVID-19 public health emergency and meet the other criteria of section 601(d) of the Social Security Act outlined in the Guidance. For example, if determined to be a necessary expenditure, a government could provide grants to individuals facing economic hardship to allow them to pay their utility fees and thereby continue to receive essential services. Could Fund payments be used for capital improvement projects that broadly provide potential economic development in a community? In general, no. If capital improvement projects are not necessary expenditures incurred due to the COVID-19 public health emergency, then Fund payments may not be used for such projects. However, Fund payments may be used for the expenses of, for example, establishing temporary public medical facilities and other measures to increase COVID-19 treatment capacity or improve mitigation measures, including related construction costs. The Guidance includes workforce bonuses as an example of ineligible expenses but provides that hazard pay would be eligible if otherwise determined to be a necessary expense. Is there a specific definition of "hazard pay"? Hazard pay means additional pay for performing hazardous duty or work involving physical hardship, in each case that is related to COVID-19. The Guidance provides that ineligible expenditures include `payroll or benefits expenses for employees whose work duties are not substantially dedicated to mitigating or responding to the COVID-19 public health emergency. "Is this intended to relate only to public employees? Yes. This particular nonexclusive example of an ineligible expenditure relates to public employees. A recipient would not be permitted to pay for payroll or benefit expenses of private employees and any financial assistance (such as grants or short-term loans) to private employers are not subject to the restriction that the private employers' employees must be substantially dedicated to mitigating or responding to the COVID-19 public health emergency. May counties pre pay with CARES Act funds for expenses such as a one or two-year facility lease, such as to house staff hired in response to COVID-19? A government should not make prepayments on contracts using payments from the Fund to the extent that doing so would not be consistent with its ordinary course policies and procedures. Appendix C - US Treasury Coronavirus Relief Fund Guidance FAQ 18 Questions Related to Administration of Fund Payments Do governments have to return unspent funds to Treasury? Yes. Section 601(f)(2) of the Social Security Act, as added by section 5001(a) of the CARES Act, provides for recoupment by the Department of the Treasury of amounts received from the Fund that have not been used in a manner consistent with section 601(d) of the Social Security Act. If a government has not used funds it has received to cover costs that were incurred by December 30, 2020, as required by the statute, those funds must be returned to the Department of the Treasury. What records must be kept by governments receiving payment? A government should keep records sufficient to demonstrate that the amount of Fund payments to the government has been used in accordance with section 601(d) of the Social Security Act May recipients deposit Fund payments into interest bearing accounts? Yes, provided that if recipients separately invest amounts received from the Fund, they must use the interest earned or other proceeds of these investments only to cover expenditures incurred in accordance with section 601(d) of the Social Security Act and the Guidance on eligible expenses. If a government deposits Fund payments in a government's general account, it may use those funds to meet immediate cash management needs provided that the full amount of the payment is used to cover necessary expenditures. Fund payments are not subject to the Cash Management Improvement Act of 1990, as amended. May governments retain assets purchased with payments from the Fund? Yes, if the purchase of the asset was consistent with the limitations on the eligible use of funds provided by section 601(d) of the Social Security Act. What rules apply to the proceeds of disposition or sale of assets acquired using payments from the Fund? If such assets are disposed of prior to December 30, 2020, the proceeds would be subject to the restrictions on the eligible use of payments from the Fund provided by section 601(d) of the Social Security Act. 1 The Guidance is available at: https://home.treasurV.gov/policy-issues/cares/state-and-local- governments Appendix C - US Treasury Coronavirus Relief Fund Guidance FAQ 19 Appendix D - Certification for Use of Coronavirus Relief Fund Note: Provided for reference only - download a fillable .pdf copy of this form from the Secretary of Finance's Website under "Recent News" at. http://finance.vir,-inia.,-ov/ CERTIFICATION for RECEIPT of CORONAVIRUS RELIEF FUND PAYMENTS by [INSERT NAME OF LOCAL GOVERNMENTI We the undersigned represent [insert name of local 2overnmentl (the locality), and we certify that: 1. we have the authority to request direct payment on behalf of the locality from the Commonwealth of Virginia of revenues from the Coronavirus Relief Fund (CRF) pursuant to section 601(b) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. No. 116-136, div. A, Title V (Mar. 27, 2020). 2. we understand that the Commonwealth of Virginia will rely on this certification as a material representation in making a direct payment to the locality. 3. the locality's proposed uses of the funds received as direct payment from the Commonwealth of Virginia -under section 601(b) of the Social Security Act will be used only to cover those costs that: a. are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19); b. were not accounted for in the budget most recently approved as of March 27, 2020, for the locality; and c. were incurred during the period that begins on March 1, 2020, and ends on December 30, 2020. 4. any funds that are not expended or that will not be expended on necessary expenditures on or before December 30, 2020, by the locality or its grantee(s), must be returned to Commonwealth of Virginia no later than December 30, 2020, and that the Commonwealth of Virginia is entitled to invoke state aid intercept to recover any such unexpended funds that have not been returned to the Commonwealth within 30 days of December 30, 2020. 5. we understand that the locality will not receive continued funding beyond December 30, 2020, from any source to continue paying expenses or providing services that were initiated or previously supported from CRF funds prior to December 30, 2020. 6. funds received as a direct payment from the Commonwealth of Virginia pursuant to this certification must adhere to official federal guidance issued or to be issued regarding what constitutes a necessary expenditure. 7. any CRF funds expended by the locality or its grantee(s) in any manner that does not adhere to official federal guidance shall be returned to the Commonwealth of Virginia within 30 days of a finding that the expenditure is disallowed, and that the Commonwealth of Virginia is entitled to Appendix D — Locol Certification 20 invoke state aid intercept to recover any and all such funds that are not repaid within 30 days of a finding that the expenditure is disallowed. 8. as a condition of receiving the CRF funds pursuant to this certification, the locality shall retain documentation of all uses of the funds, including but not limited to payroll time records, invoices, and/or sales receipts. Such documentation shall be produced to the Commonwealth of Virginia upon request. 9. the locality must maintain proper accounting records to segregate these expenditures from those supported by other fund sources and that all such records will be subject to audit. 10. any funds provided pursuant to this certification cannot be used as a revenue replacement for lower than expected revenue collections from taxes, fees, or any other revenue source. 11. any CRF funds received pursuant to this certification will not be used for expenditures for which the locality has received funds from any other emergency COVID-19 supplemental funding (whether state, federal, or private in nature) for that same expense nor may CRF funds be used for purposes of matching other federal funds unless specifically authorized by federal statute, regulation, or guideline. For counties only 12. an equitable share of CRF funds received pursuant to this certification shall be shared with and granted to each town within its jurisdiction. Such grant(s) shall be used solely for necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19), that were not accounted for in the budget most recently approved as of March 27, 2020, and that were incurred during the period that begins on March 1, 2020, and ends on December 30, 2020. The county issuing the grant is responsible for the ensuring compliance with the documentation requirements required by this certification and shall ensure that the use of the funds meets the requirements set forth in this certification. We certify that we have read the above certification and our statements contained herein are true and correct to the best of our knowledge. By: By: By: Signature: Signature: Signature: Title: Title: Title: Date: Date: Date: Appendix D — Locol Certification 21 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, JUNE 9, 2020 ORDINANCE ACCEPTING AND APPRORIATING FUNDS IN THE AMOUNT OF $8,217,365 FROM THE COMMONWEALTH OF VIRGINIA FOR THE LOCALITY -BASED ALLOCATION DISTRIBUTED AS A COMPONENT OF THE CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY (CARES) ACT OF 2020 WHEREAS, in response to the present Coronavirus pandemic, on March 17, 2020, the Board of Supervisors confirmed the County Administrator's declaration of state of emergency effective March 16, 2020, subsequent to declarations of states of emergency by the President of the United States and the Governor of Virginia; and WHEREAS, following such declarations of emergency, the United States Congress passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which established a $150 billion Coronavirus Relief Fund (CRF) to assist state, local, territorial and tribal governments with direct costs associated with the Coronavirus pandemic; and WHEREAS, Virginia's allocation of these funds is $3.1 billion; and WHEREAS, on May 12, 2020, the Virginia Secretary of Finance notified the County that its allocation of funds made available through the CARES Act is $8,217,365; and WHEREAS, these funds may be used only for qualifying expenses; the CARES Act provides that payments from the CRF may only be used to cover costs that 1) are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus disease; 2) were not accounted for in the budget most recently approved as of March 27, 2020 (the date of enactment of the CARES Act); and 3) were incurred during the period that begins on March 1, 2020, and ends on December 30, 2020. Page 1 of 2 BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows.. That the sum of $8,217,365, made available to the County through the Commonwealth of Virginia from the Coronavirus Aid, Relief, and Economic Security Act, is accepted. 2. The sum of $8,217,365 is hereby appropriated to the County's Grant Fund, to be used for those purposes allowable under the Act. 2. That this ordinance shall take effect from and after the date of adoption. Page 2 of 2 ACTION NO. ITEM NO. E.1 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: APPROVED BY: ISSUE: June 9, 2020 Ordinance authorizing the County Administrator to finalize and execute a lease agreement to include an option to purchase property and finalize and execute a subsequent purchase agreement if the procurement option is exercised for property located at 2741 Penn Forest Boulevard, Roanoke, Virginia; Cave Spring Magisterial District Rob Light Director of General Services Daniel R. O'Donnell County Administrator Authorization to execute documents in connection with a lease agreement to include an option to purchase property at 2741 Penn Forest Boulevard, Roanoke, Virginia BACKGROUND: The County contracts with Marathon Health to operate a wellness program for County and School employees. The program includes medical staff that provide sick and well visit office visits and multiple wellness programs. The County's employee health clinic currently has a location in the County Administration Building (465 square feet). DISCUSSION: Due to the COVID-19 Pandemic, the clinic has been closed to in-person appointments. In order to minimize the volume of visits through the building, provide sufficient space for managing sick, well and program needs to facilitate reopening, the County has negotiated a lease agreement with an option to purchase 2741 Penn Forest Boulevard with DeaconHoo, LLC. This property is directly adjacent to the Administration Building and contains 2,125 square feet. Page 1 of 2 The negotiated agreement includes a two-year initial lease term to commence on July 1, 2020 at $14.75/square foot. The agreement includes an option for the County to purchase the building at any time within the two-year lease term at the current appraised value of $345,000. Upon exercising the purchase option, the remaining lease term obligation would be void. A copy of the agreement will be provided for the second reading. This Ordinance will authorize the County Administrator to finalize and execute a lease agreement with the option to purchase the building and finalize and execute a subsequent purchase agreement if the option to procure the property is exercised. FISCAL IMPACT: The lease cost of $2,611.98 per month will be paid from the General Services operating budget. Upon execution of the lease agreement with the option to purchase the property, the County will incur expenditures related to necessary upfit of the space for use as a health clinic. The approximate costs for upfit are $100,000 and will be paid for from the General Services Capital Maintenance funds or through available CARES Act funding. Additionally, should the County opt to purchase the property, funding is available in the capital fund from completed projects and/or projects identified that will not be completed as well as funding provided by the Coronavirus Aid, and Economic Security (CARES) Act through at least December 31, 2020. Availability for CARES Act funding beyond this date will be determined based on subsequent Federal and/or State guidance on the administration of funds. STAFF RECOMMENDATION: Staff recommends approval of the attached ordinance. Page 2 of 2 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER, TUESDAY, JUNE 9, 2020 ORDINANCE AUTHORIZING THE COUNTY ADMINISTRATOR TO FINALIZE AND EXECUTE A LEASE AGREEMENT TO INCLUDE AN OPTION TO PURCHASE PROPERTY AND FINALIZE AND EXECUTE A SUBSEQUENT PURCHASE AGREEMENT IF THE PROCUREMENT OPTION IS EXERCISED FOR PROPERTY LOCATED AT 2741 PENN FOREST BOULEVARD, ROANOKE, VIRGINIA; CAVE SPRING MAGISTERIAL DISTRICT WHEREAS, DeaconHoo, LLC (the "Owner") is the owner of +/- .43 acres located at 2741 Penn Forest Boulevard in Roanoke County, Virginia, County of Roanoke Tax Parcel No. 087.07-03-07.01-0000 in the Cave Spring Magisterial District; and WHEREAS, the Board of Supervisors of Roanoke County has determined that it is in the public interest to lease and have the option to purchase the office building on property adjacent to other property owned by the County, including the Roanoke County Administration Center; and WHEREAS, the need to lease the Premises located at 2741 Penn Forest Boulevard is precipitated by the COVID-19 pandemic and the public health emergency that has resulted and the Board intends, inter glia, to relocate the health clinic that provides primary and acute care to County employees to the Premises at 2741 Penn Forest Boulevard in an effort to avoid spread of coronavirus and other contagious conditions among persons working in and receiving government services in the Roanoke County Administration Center; and WHEREAS, the Board of Supervisors and the Owner negotiated a two-year lease at a rate of $2,611.98 per month, and with an option to purchase at a contract price of $345,000 at any time during or at the conclusion of the initial lease term or during renewal terms; and Page 1 of 3 WHEREAS, the Lease Agreement and Option to Purchase provide the County with the opportunity to place certain essential County operations in a building adjacent to the County Administration Center to maximize efficiency of operations, and the Option to Purchase will allow the County to utilize a due diligence period (Inspection Period) for any necessary surveys, inspections, surface and subsurface explorations, tests, and other site evaluations and analyses; and WHEREAS, the Lease Agreement with Option to Purchase provides the County with the immediate opportunity to consolidate certain essential County operations in close proximity to the County Administration Center with the longer term option to Purchase the Premises once fiscal conditions permit; and WHEREAS, Section 18.04 of the Roanoke County Charter directs that the acquisition and conveyance of real estate interests be accomplished by ordinance; the first reading of this ordinance to be held on May 26, 2020; and the second reading to be held on June 9, 2020. NOW THEREFORE, BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the Lease Agreement, and Option to Purchase acquisition of the +/- .43 acres of real estate located on at 2741 Penn Forest Boulevard in Roanoke County, Virginia, in the Cave Spring Magisterial District (Tax Map No. 087.07- 03-07.01-0000) is hereby authorized and approved at the initial monthly lease rate of $2,611.98 and a contract purchase price of $345,000. 2. Funding for the purchase is available for use in the Capital Fund for Fiscal Year 2019-20 or, alternatively, should federal funds related to disaster Page 2 of 3 recovery from the COVID-19 pandemic become available for this Lease and/or Purchase, such funds may be used for lease or purchase of this property. 3. That the County Administrator or Assistant County Administrator are hereby authorized to execute such documents, including but not limited to the initial Lease and Option to Purchase, the purchase contract, and any other incidental documents in substantially the form submitted to this meeting, with such revisions as he in his discretion deem in the best interests of the County, required for completion of this transaction and take such actions on behalf of Roanoke County in this matter as are necessary to accomplish the acquisition of this real estate, all of which shall be approved as to form by the County Attorney. 4. That this ordinance is to be in full force and effect upon its passage. Page 3 of 3 LEASE AND OPTION TO PURCHASE AGREEMENT This _�easp and Option to Purchase Agreement (the "Agreement") dated 2 'Lfl and entered into between Deaconhoo, LLC ("Lessor") 2702 Avenham Avenu SW, Roanoke, Virginia 24014, and the Board of Supervisors of Roanoke County, Virginia, ("Lessee"), 5204 Bernard Drive, Roanoke VA 24018, a political subdivision of the Commonwealth of Virginia. WHEREAS, Lessor desires to lease the Lessor's Premises, located at 2741 Penn Forest Boulevard, Roanoke VA 24018 ("Premises"), to Lessee, and Lessee desires to lease the Premises from Lessor, subject to the terms and conditions of and for the purposes set forth in this Agreement; and WHEREAS, for good and valuable consideration, Lessor has granted Lessee an Option to Purchase the Premises during the term of this Lease or at the expiration of all renewal terms of this Lease Agreement; and WHEREAS, Lessee is authorized under the law, and by action of its governing body to enter into this Agreement for the purposes set forth herein; NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows: Article I. COVENANTS OF LESSEE Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows: (a) Lessee is a political subdivision of the Commonwealth of Virginia, duly chartered and existing under the Constitution and laws of the Commonwealth. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. (c) Lessee is authorized under the Constitution and laws of the Commonwealth to enter into this Agreement and the transaction contemplated hereby, and to perform all of its obligations hereunder. (d) Lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions of the Ordinance of its governing body or by other appropriate official approval and further represents, covenants, and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement. (e) The payment obligations under this Agreement shall be subject at all times to appropriations by the Board of Supervisors and availability of funds. During the period this Agreement is in force, Lessee shall annually provide Lessor with proof of appropriation for the ensuing fiscal year, and such other financial information relating to the ability of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee. Mary Beth Nash Page 2 of 10 Article H. COVENANTS OF LESSOR Lessor represents, covenants and warrants, for the benefit of Lessee, its agents, directors, and assignees, as follows: (a) Lessor is the lawful owner of the Premises. (b) Lessor has granted no other Options to Purchase to any other person, entity, or agency of the state or federal government. (c) Lessor has granted no other Right of First Refusal on the Premises. (d) The Premises are not subject to any liens or encumbrances, other than the deed of trust disclosed herein. (e) Lessor has not received any notice of any mortgage default, notice of any mortgage acceleration, or notice of any foreclosure sale relative to the loan on the Premises. (f) Landlord has no actual notice of any pending or threatened condemnation action or agreement by Landlord in lieu of condemnation which will or may affect the Premises in any respect whatsoever. (g) There is no bankruptcy action, pending or threatened, against or affecting the Premises. (h) Lessor is not aware of the existence of any defective drywall as defined by Va. Code Ann. § 36-156.1 on the Premises. (i) Lessor is not aware of the existence of any visible evidence of mold on the Premises in areas readily accessible within the interior of the Premises. ARTICLE Ill. DEFINITIONS The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement" means this Lease and Option Agreement, including the Exhibits attached hereto, as the same may be supplemented or amended from time to time in accordance with the terms hereof. "Commencement Date" is the date when the terms of this Agreement begins and Lessee's obligation to pay rent accrues. "Lease Term" means the two-year Term provided for in this Agreement. "Lessee" means the entity that is described in the first paragraph of this Agreement and that is leasing the Premises from Lessor under the provisions of this Agreement. "Lessor" means (i) the entity which is described in the first paragraph of this agreement and is leasing the Premises to the Lessee hereunder; (ii) any surviving, resulting or transferee corporation; and (iii) except where the context requires otherwise, any assignee(s) of Lessor. Memorandum of Lease Agreement, attached hereto as Exhibit B and incorporated by reference, shall mean the Memorandum filed with the Land Records of the Clerk of the Circuit Court of Roanoke County, Virginia. "Premises" means the building and land located at 2741 Penn Forest Boulevard that are the subject of this Agreement, consisting of approximately 2125 square feet, and more particularly identified by Tax Parcel Map No. 087.07-03-07.01-0000. Premises shall include 0 parking IZzy �2� 20 Page 3 of 10 spaces. Premises are depicted more fully on Exhibit A, attached and incorporated by reference herein. "Purchase Price" means the amount identified as the Early Termination/Purchase Option existing as of the date of the contract to purchase is executed. "Rental Payments" means the basic rental payments payable by Lessee pursuant to the provisions of this Agreement during the Lease Term, payable in consideration of the right of Lessee' to use the Premises during the Lease Term. Rental Payments shall be payable by Lessee to the Lessor or its assignee in the amounts and at the times during the Lease Term. ARTICLE IV. LEASE TERM Commencement of Lease Term. The Term of this Agreement shall commence on July 1, 2020 and continue for twenty-four months through June 30, 2022, unless terminated earlier as set forth below. Termination of Lease Term. The Lease Term will terminate upon the earliest of any of the following events: (a) The exercise of Lessee of the option to purchase the Premises granted under the provisions of this Agreement; (b) A default by Lessee and Lessor's election to terminate this Agreement; or (c) The payment by Lessee of all Rental Payments authorized or required to be paid by Lessee hereunder. Vacate Premises on Termination. Upon expiration or earlier termination under any provision of this Agreement at a time when Lessee does not exercise its Option to purchase the Premises granted under the provisions of this Agreement, Lessee shall deliver the Premises to Lessor in a commercially acceptable condition, minus ordinary wear and tear. Lessor agrees, and Lessee acknowledges, that any and all improvements Lessee shall make to the Premises shall inure to the benefit of the Lessor if Lessee does not exercise the Option to Purchase. Upon the expiration of the Lease term, Lessor grants Lessee the option to renew the Lease for one or more lease terms, upon the same terms and conditions set forth herein. Should Lessee renew the Lease Agreement for additional two-year periods ("Renewal Terms"), the amount of rent shall be adjusted with two -percent annual increase(s) in rent payments, so long as Lessee provides Lessor notice of its intent to renew sixty days prior to the expiration of each Lease Term, If Lessee exercises its option to renew the Lease through Renewal Terms, Lessor shall also extend the time in which Lessee may exercise its Option to Purchase for the same length of the Renewal Term(s). If Lessee exercises the Option to Purchase during the Renewal Term(s), the purchase price will be subject to an updated appraisal less the value of improvements installed or made by the Lessee. ARTICLE V. RENTAL PAYMENTS Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee. Page 4 of 10 Payment of Rental Payments. Lessee shall pay Rental Payments, exclusively from legally available funds, in lawful tender of the United States of America, to Lessor or, in the event of assignment by Lessor, to its assignee, in the amounts and on the schedule set forth herein. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing). If any installment of Rental or other sum payable hereunder or under any Schedule is not paid when due, Lessee shall pay to Lessor accrued interest on such delinquent amount from the date due thereof until paid at the greater of the implicit rate of the Lease or the maximum rate allowed by law. Such accrued interest shall be due and payable with payment of the delinquent amount; if the accrued interest is not tendered at that time, it shall be added to the principal balance of the Lease. Lessee agrees to pay to Lessor, the sum of Thirty -One Thousand Three Hundred Forty -Three Dollars and Seventy -Five Cents ($31,343.75) each year of the Lease Term, payable in monthly installments of Two Thousand Six Hundred Eleven Dollars and Ninety-eight Cents ($2,611.98) for the lease of the Premises, which rent, without notice, demand or offset, shall be due and payable on the 1st day of each month beginning on the 1st day of July, 2020. Continuation of Lease Term by Lessee. Lessee intends to continue the Lease through the Entire Term and to pay the Rental Payments hereunder unless Lessee elects to exercise the Option to Purchase as set forth herein. Article VI. USE OF PREMISES Lessor shall deliver quiet possession of the Premises beginning of the first day of the Lease. Lessor hereby demises, leases, and lets to Lessee, and Lessee rents, leases and hires from Lessor, the Premises, in accordance with the provisions of this Agreement, to have and to hold for the Lease Term. Lessor hereby covenants to provide Lessee during the Lease Term with quiet use and enjoyment of the Premises, and Lessee shall during the Lease Term peaceably and quietly have and hold and occupy the Premises, without suit, trouble, or hindrance from Lessor, except as expressly set forth in this Agreement. Upon one business day notice, Lessor shall have the right during business hours to enter into and upon the Premises for the purpose of routine inspection and maintenance not otherwise required of Lessee. Lessor acknowledges that Lessee intends to use the Premises, inter alia, for purposes of an employee walk-in health clinic and acknowledges that some portions of Premises may not be accessible during business hours if health examinations or medical appointments are occurring. Lessee shall not cause, maintain or permit any nuisance in, on or about the Premises, nor shall Lessee in any way obstruct or interfere with the rights of other tenants or occupants of the adjacent property owned by Lessor. Lessee agrees to comply fully with any and all local government, state and federal laws, regulations and ordinances, limiting and regulating the use, occupancy or enjoyment of the Premises; and, further agrees specifically to comply fully with the Virginia Uniform Statewide Building Codes (BOCA) and the Virginia State Fire Safety regulations. Further, the Lessee may, at any time during this Lease, with the prior written consent of the Lessor, which shall not be unreasonably withheld, and upon such terms and conditions as the Lessor shall set forth in writing, make alterations, improvements and additions to the premises at its own expense. Page 5 of 10 ARTICLE Vll. OPTION TO PURCHASE At any time during this two-year Lease Agreement or during the Renewal Term, Lessee shall have the option to purchase the Premises. If Lessee exercises its Option to Purchase during the initial term of the Lease Agreement, the purchase price shall be $345,000 (THREE HUNDRED FORTY- FIVE THOUSAND DOLLARS) under any of the following conditions: (a) At the end of the Lease term, upon payment in full of Rental Payments due hereunder; or (b) if the Lease Term is terminated in the event of total damage, destruction, or condemnation of the Premises; or (c) At any time when Lessee is not on such date in default under this Agreement, upon payment of the Purchase Price listed herein. Should Lessee exercise the Option to Purchase during the two-year Lease term, Lessee's obligation to pay rent shall continue up to the date of closing under the real estate purchase contract. If Lessee exercises its Option to Purchase during the Renewal Term(s), the purchase price shall be subject to an updated appraisal less Improvements installed or made by Lessee. ARTICLE VIII. MAINTENANCE• MODIFICATION• TAXES• INSURANCE AND OTHER CHARGES Maintenance of Premises by Lessee. Lessee agrees that at all times during the Lease Term Lessee will, at Lessee's own cost and expense, maintain, preserve, and keep the Premises in good repair, working order, and condition, and that Lessee will from time to time make or cause to be made necessary and proper repairs, improvements, replacements, and renewals. If Lessee elects not to exercise Purchase Option, all such repairs, improvements, replacements and renewals shall inure to the Benefit of Lessor. Lessee's obligation to maintain shall not include maintenance of HVAC, electrical, plumbing, roof, insulation and other structural matters, which shall remain the obligation of the Lessor. Taxes, Other Governmental Charges. Lessor acknowledges that Lessee is a tax-exempt entity and Lessee's tax-exempt status shall not inure to the benefit of Lessor. Lessor shall be responsible for all local, state and federal taxes for the Premises. Utilities. Lessee shall be responsible for all utilities for Premises, including water, sewer, electric, telecommunications, and snow removal. Insurance. At its own expense Lessee shall cause casualty, public liability, and property damage insurance to be carried and maintained or shall demonstrate to the satisfaction of Lessor that such insurance is sufficient to protect the Premises and to protect Lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. Lessee shall furnish to Lessor Certificates evidencing such coverage throughout the Lease Term. Alternatively, Lessee may insure the Premises under a blanket insurance policy or policies that cover not only the Premises but other properties. Lessor shall also provide to Lessee proof of property, casualty, and commercial liability insurance for the Premises. Any insurance policy issued pursuant to the terms of this Lease Agreement shall be so written or endorsed as to make losses, if any, payable to Lessee and Lessor as their respective interests may appear. The Net Proceeds of the insurance required in this shall be applied as provided Page 6 of 10 herein. Each insurance policy provided for in this Lease Agreement shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it materially and adversely to the interest of Lessor without first giving written notice thereof to Lessor at least thirty (30) days in advance of such cancellation. Lessor shall maintain its own property/casualty and commercial liability insurance for Premises in an amount sufficient to re -build, repair or restore Premises in the event of loss or damage. ARTICLE IX. DAMAGE, DESTRUCTION AND,CONDEMNATION: USE OF NET PROCEEDS Damage, Destruction and Condemnation. Unless Lessee shall have exercised its Option to Purchase the Premises by making payment of the Purchase Price as provided herein, Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied to the prompt repair, restoration, modification, or improvement of the Premises if prior to the termination of the Lease Term: (a) the Premises or any portion thereof is destroyed (in whole or in part or is damaged by fire or other casualty or (b) title to, or the temporary use of the Premises or any part thereof or the estate of Lessee or Lessor in the Premises or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of this Agreement, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting all expenses (including attorney's fees) incurred in the collection of such claims or award. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to herein, Lessee shall either (a) complete the work and pay any cost in excess of the amount of Net Proceeds. Lessee shall not be entitled to any reimbursement therefore from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV hereof, or (b) if Lessee is not in default hereunder, Lessee shall pay to Lessor the amount of the then applicable Purchase Price plus accrued interest, and, upon such payment, the Lease Term shall terminate and Lessor's security interest in the Premises shall terminate as provided in this Agreement. The amount of the Net Proceeds in excess of the then applicable Purchase Price, if any, may be retained by Lessee. ARTICLE X. DISCLAIMER OF WARRANTIES; USE OF THE PREMISES Disclaimer of Warranties. Lessor makes no warranty or representation, either express or implied, as to the value, design, condition or fitness for Lessee's particular purpose for use of the Premises. Lessee shall have the right to inspect, or cause to be inspected, the Premises, including structural and architectural elements of Premises prior to exercising the Option to Purchase. Essential Nature of the Premises. Lessee's need to lease the Premises is precipitated by the COVID-19 pandemic and the public health emergency that has resulted. The Lessee affirms that Premises is essential to the function of the Lessee and the services provided to its employees and citizens, that there is an immediate need for the Premises which is not temporary or expected to diminish in the foreseeable future, and that the Lessee will use substantially all the Premises for the purpose of performing one or more of our governmental or proprietary functions consistent with the permissible scope of its authority. The Lessee intends, inter alia, to relocate the health clinic that provides primary and acute care to Lessee's employees to the Premises in an effort to Page 7 of 10 avoid spread of coronavirus and other contagious conditions among persons working in and receiving government services in the Roanoke County Administration Center. ARTICLE XL ASSIGNMENT SUBLEASING INDEMNIFICATION MORTGAGING AND SELLING Assignment by Lessor. This Agreement, and the obligations of Lessee to make payments hereunder, may not be assigned in whole or in part to one or more assignees or subassignees by Lessor at any time during the Term of this Agreement without notice to Lessee of the assignment or reassignment, disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment is made to a bank or trust company as trustee for holders of certificates representing interest in this Agreement, such bank or trust company agrees to reflect in a book entry the assignee designated in such notice of assignment. Any such assignment shall not adversely affect Lessee's rights herein. Lessor, acknowledgestil at P emises is currently secured by a Deed of Trust held by "cr�•�D.j Bank. �- J�� (mss s7az��z�� No Sale, Assignment or Subleasing by Lessee. This Agreement and the interest of Lessee in the Premises may not be sold, assigned, or encumbered by Lessee without the prior written consent of Lessor. ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES Events by Default Defined. The following shall be "events of default" under this Agreement and the terms "event of default" and "default" shall mean, whenever they are used in this Agreement, any one or more of the following events: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein and failure to cure as set forth below; and (b) Failure by Lessee to observe and perform any covenant, condition, or agreement on its part to be observed or performed, for a period of thirty(30) days after written notice, specifying such failure and requesting that it be remedied as given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration, provided, however, if the failure stated in the notice cannot be corrected within the applicable time period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected. In the event of force majeure, including but not limited to flood, hurricane, earthquake, epidemic, strikes, acts of God, orders or restraints of any kind of the Commonwealth of Virginia or the federal government, the parties to this Lease Agreement shall not be in default in the event they are unable to meet obligations during the continuance of such force majeure event. Remedies of Default. Whenever any event of default referred to herein shall have happened and be continuing with respect to the Premises, Lessor shall have the right, at its option and without any further demand or notice, to take one or any combination of the following remedial steps: (i) Lessor, with or without terminating this Lease with respect to such Premises, may declare all Rental Payments due or to become due with respect to such Premises during the Fiscal Year in effect when the default occurs to be immediately due and payable by Lessee, whereupon such Rental Payments shall be immediately due and payable. (ii) Lessor, with or without terminating this Lease with respect to such Premises, may repossess the Premises by giving written notice to deliver such Premises to Lessor, Page 8 of 10 whereupon Lessee shall do so in the manner provided herein or in the event Lessee fails to do so within ten (10) days after receipt of such notice, Lessor may declare Lessee in default and take possession of Premises. Notwithstanding the fact that Lessor has taken possession of the Premises, Lessee shall continue to be responsible for the Rental Payments due with respect thereto during the Fiscal Year then in effect. If this Lease has not been terminated with respect to such Premises, Lessor shall return the Premises to Lessee at Lessee's expense when the event of default is cured. No Remedy Exclusive. No remedy conferred upon or reserved to Lessor by this Article is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this lease. 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, but any such right and power may be exercised from time to time and as often as may be deemed expedient by Lessor or its assignee. ARTICLE XIII -- NOTICES All Notices to be delivered to Lessor under the Terms of this Lease Agreement shall be directed to Kurt Stockstill, MD, 2702 Avenham Avenue, Roanoke Virginia, 24014 or the Registered Agent for Deaconhoo, LLC. All Notices to be delivered to Lessee under the Terms of this Lease Agreement shall be directed to the Roanoke County Director of General Services, 1216 Kessler Mill Road, Salem, Virginia 24153, All Notices to be delivered under the terms of this Lease Agreement shall be in writing. ARTICLE XIV. MISCELLANEOUS Notices. All notices, certificates, or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places of business. Binding Effect. This Agreement shall inure to the benefit of, and shall be binding upon, Lessor and Lessee and their respective successors and assigns. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner whatsoever except by written instrument signed by the Lessor and the Lessee; nor shall any such amendment that affects the rights of Lessor's assignee be effective without such assignee's consent. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Applicable Law. This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Any disputes arising out of this Agreement shall be litigated in the Circuit Court of Roanoke County, Virginia. Entire Agreement. This Agreement and its Exhibits constitutes the entire agreement between Lessor and Lessee. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations, or warranties, express or implied, not specified herein regarding this Agreement or the Premises leased hereunder. Lessee by the signature below of its authorized representative acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. This Agreement Page 9 of 10 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. IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers, and Lessee has caused this Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers. All of the above occurred as of the date first written below, this Agreement shall be binding on Lessee beginning on the date it is accepted and executed by Lessor. q0q ea. -n -o F Y LESSOR:{ { Deaconhoo, L C By (Title) COMMONWEALTH OF VIRGINA C,'4-Lj-eabW=FY OF ROANOKE I, r'_ �a Notary Public for the Commonwealth of Virginia, do hereby certify that Kurt . Stockstill after being duly sworn, acknowledged that he is an officer of Deaconhoo, LLC, and that he executed the foregoing Lease and Option to Purchase Agreement on its behalf. Sworn to and subscribed before me y of, 202Q ,;Za is zzs�� My Commission Expires: 1 -6 2L - LESSEE: Board of Supervisors of Roanoke County Kathy S. Hanes commonwea9th of Mrginle Notary Public Cornmission No. 223888 My CommlWon Wiee12.v Page 10 of 10 County Administrator COMMONWEALTH OF VIRGINA COUNTY OF ROANOKE 1, , a Notary Public for the Commonwealth of Virginia, do hereby certify that Daniel R. O'Donnell, after being duly sworn, acknowledged that he is the County Administrator for Roanoke County, Virginia, and that he executed the foregoing Lease and Option to Purchase Agreement on behalf of the Board of Supervisors. Sworn to and subscribed before me this day of , 2020. Notary Public My Commission Expires: ACTION NO. ITEM NO. E.2 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: APPROVED BY: ISSUE: June 9, 2020 Ordinance of the Board of Supervisors of the County of Roanoke, Virginia authorizing County support of refinancing by the Western Virginia Regional Industrial Facility Authority Rebecca Owens Assistant County Administrator Daniel R. O'Donnell County Administrator Authorization to execute documents in connection with a bond refinancing by the Western Virginia Regional Industrial Facility Authority through Atlantic Union Bank BACKGROUND: In 2016, the Western Virginia Regional Industrial Facility Authority (WVRIFA) issued a $10 million Series 2016 taxable revenue bond through a direct bank loan from Atlantic Union Bank (formerly Union Bank & Trust). The terms included a fixed rate of 3.70% through final maturity of 2037 and pre -payable at any time without penalty. Through the WVRIFA, County staff worked with staff from the City of Salem and City of Roanoke to develop a partnership agreement which would result in the acquisition of the Wood Haven Property. According to the proposed terms of the Partnership Agreement, the County agrees to fund 44.2% of the cost of acquisition and site development, the City of Roanoke agrees to a like amount, and the City of Salem agrees to provide 11.6% of noted costs. The jurisdictions also agree to share in the same proportions, future revenue garnered from the site's development. As a condition of the issuance and purchase of the Bond from WVRIFA, the bank required the County of Roanoke to provide their moral obligation to provide for the expenses associated with the County's portion of the project. To provide that obligation, the County executes a Support Agreement and provides collateral acceptable to the Page 1 of 3 bank with a loan to value not exceed 80% where the loan value was based on the respective municipalities proportional share of the loan. The County's Government Center facility met the essential facility test and provided the collateral required by the bank. DISCUSSION: In the spring of 2020, financial advisors Davenport identified potential savings opportunity for the WVRIFA to refinance the 2016 Bond for debt service savings. In mid- April, Davenport distributed a competitive request for proposal to solicit local, regional, and national banks for funding proposals to complete the refinancing opportunity. As a result of the competitive bidding process, the WVRIFA received a proposal from Atlantic Union Bank that will reduce the interest rate from 3.70% to 2.59%, create debt service savings and allow the WVRIFA to complete the 2020 refinancing with the same repayment and security structure, final maturity, and prepayment flexibility as the 2016 bond. Financial advisor Davenport recommended the WVRIFA complete the 2020 refinancing through a direct bank loan from Atlantic Union Bank. The WVRIFA Board approved this at the meeting on May 15, 2020. This item will now need to be approved by the County of Roanoke, City of Roanoke and the City of Salem. The 2020 refinancing should be completed prior to the end of fiscal year 2020. Board approval of the attached Ordinance authorizes the execution of all documents associated with the financing including: 1. Ground Lease between County and the Authority 2. Lease Agreement between the Authority and the County 3. Support Agreement between the Authority and the County 4. Bond Purchase and Loan Agreement 5. Assignment Agreement, assigning to the Bank certain of the Authority's rights under the Support Agreement, the Lease Agreement and the Ground Lease FISCAL IMPACT: Total net savings to be shared by the local participants is approximately $950,000. Roanoke County's share is estimated at $423,807 with most savings in 2021 ($95,367) and 2022 ($45,548). Savings for years 2023-2037 ranges from $18,644 to $19,060 each year. Attached are the estimated savings results (aggregate and by locality) Funding for the debt service repayment is included in the 2021-2030 Capital Improvement Program. This debt arrangement does not impact the County's debt ratio calculations since the Page 2 of 3 WVRIFA is the bond holder. However, this agreement does establish a moral obligation of the County to fund the debt service expenses associated with the WVRIFA loan. STAFF RECOMMENDATION: Staff recommends approval of this ordinance. 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Definitions...............................................................................................................2 Section 1.2. Rules of Construction............................................................................................3 ARTICLE II REPRESENTATIONS 4 Section 2.1. Representations by Authority...............................................................................4 Section 2.2. Representations by County...................................................................................5 ARTICLE III AGREEMENT TO ISSUE REFUNDING BOND 6 Section 3.1. Agreement to Issue Refunding Bond....................................................................6 Section 3.2. Limitation of Authority's Liability.......................................................................6 ARTICLE IV PAYMENT OBLIGATIONS 6 Section4.1. Amounts Payable...................................................................................................6 Section4.2. Payments Assigned.................................................................................................7 Section 4.3. Obligation Unconditional......................................................................................7 Section 4.4. Appropriations of Basic Payments and Additional Payments ...........................7 ARTICLE V PREPAYMENT AND REDEMPTION 8 Section 5.1. Prepayment and Redemption...............................................................................8 ARTICLE VI PARTICULAR COVENANTS 8 Section 6.1. Limitation of Liability of Directors, etc. of Authority and County...................8 Section6.2. Use of Proceeds.......................................................................................................9 Section6.3. County Covenants................................................................................................9 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES 9 Section 7.1. Events of Default....................................................................................................9 Section7.2. Remedies...............................................................................................................10 Section 7.3. Reinstatement after Event of Default.................................................................10 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.................................................................11 ARTICLE VIII REMEDY FOR NONAPPROPRIATION 11 -i- Section 8.1. Remedy for Nonappropriation...........................................................................11 ARTICLE IX ASSIGNMENT AGREEMENT; AMENDMENTS; ASSIGNMENT 12 Section 9.1. Assignment Agreement; Covenants...................................................................12 Section9.2. Amendments.........................................................................................................12 ARTICLE X MISCELLANEOUS 12 Section10.1. Notices...................................................................................................................12 Section10.2. Severability...........................................................................................................13 Section 10.3. Limited Liability..................................................................................................13 Section 10.4. Successors and Assigns........................................................................................13 Section 10.5. Counterparts; Delivery........................................................................................13 Section10.6. Governing Law.....................................................................................................13 Section 10.7. Term of Agreement..............................................................................................13 Signatures.......................................................................................................................................15 Receipt...........................................................................................................................................16 M THIS REFUNDING SUPPORT AGREEMENT dated as of June 15, 2020, by and between the WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY, a political subdivision of the Commonwealth of Virginia (the "Authority"), and the COUNTY OF ROANOKE, 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 under 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, the Act authorizes the Authority to borrow money to pay the costs of real estate and all improvements intended to be occupied by manufacturing, warehousing, distribution, office or other commercial facilities; and WHEREAS, in order to further the purposes of the Act, on or about October 14, 2016 the Authority issued its $10,000,000 Revenue Bond, Series 2016 (the "2016 Bond") to finance the acquisition of interests in land in the vicinity of Interstate 81 and Wood Haven Road in Roanoke County and related improvements and facilities, including necessary expenses incidental thereto (collectively, the "Project"); and WHEREAS, the County and the City of Roanoke, Virginia (the "City of Roanoke") and the City of Salem, Virginia (the "City of Salem" and, together with the County and the City of Roanoke, the "Participants" and each individually, including the County, a "Participant") each agreed in 2016 to provide financial support for the Project to promote commerce and the prosperity of the citizens in the geographical area served by the Authority; and WHEREAS, the 2016 Bond is a limited obligation of the Authority payable from the revenues and receipts of the Authority to be received under support agreements with the City of Roanoke (being a general obligation of the City of Roanoke), with the City of Salem (being a general obligation of the City of Salem) and with Roanoke County (being a subject to annual appropriation commitment of Roanoke County secured by a lease of the Roanoke County Government Center); and WHEREAS, the Authority desires to refund and refinance the 2016 Bond in order to achieve debt service savings and reduce payments made by the Participants in support of the Project, and the Authority has determined to issue pursuant to the terms of a Bond Purchase and Loan Agreement, dated as of June 15, 2020 (the "Bond Purchase Agreement") between the Authority and Atlantic Union Bank (the "Bank"), its Revenue Refunding Bond, Series 2020 in the maximum principal amount of $10,450,000 (the "Refunding Bond") and to use the proceeds thereof to prepay and redeem the 2016 Bond in full and to refinance Project costs and to pay certain costs of issuance of the Refunding Bond; and WHEREAS, such Refunding Bond will be a limited obligation of the Authority secured by a pledge of the revenues and receipts received by the Authority from (1) payments made by the County pursuant to this Refunding Support Agreement and the Roanoke County Lease {W3512951.1 019364-091615 } Agreement (as defined below), such payments under this Refunding Support Agreement being the same as rent payments under the Roanoke County Lease Agreement, such payments from the County to constitute a percentage of amounts due under the terms of the Refunding Bond as set forth in the Bond Purchase Agreement (the "Roanoke County Portion of Support"), (2) payments made by the City of Roanoke pursuant to a Refunding Support Agreement between the City of Roanoke and the Authority (the "City of Roanoke Refunding Support Agreement"), such payments from the City of Roanoke to constitute a percentage of amounts due under the terms of the Refunding Bond as set forth in the Bond Purchase Agreement (the "City of Roanoke Portion of Support") and (3) payments made by the City of Salem pursuant to a Refunding Support Agreement between the City of Salem and the Authority (the "City of Salem Refunding Support Agreement"), such payments from the City of Salem to constitute a percentage of amounts due under the terms of the Refunding Bond as set forth in the Bond Purchase Agreement (the "City of Salem Portion of Support"). NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other valuable consideration, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section I.I. Definitions. Unless otherwise defined in this Refunding Support Agreement, all words used herein shall have the meanings assigned to such terms in the Bond Purchase Agreement. In addition to the words defined in the recitals hereto, the following words as used in this Refunding Support Agreement shall have the following meanings unless a different meaning clearly appears from the context: "Additional Payment(s)" shall mean such payment or payments made by the County pursuant to Section 4.1(b) and Section 5.1. "Annual Budget" shall mean the budget by that name referred to in Section 4.4. "Assignment Agreement" means the Assignment Agreement, dated as of June 15, 2020, from the Authority to the Bank. "Authority Documents" shall mean the Assignment Agreement, the Roanoke County Ground Lease, the Roanoke County Lease Agreement, this Refunding Support Agreement and the Bond Purchase Agreement. "Bank" shall mean Atlantic Union Bank or any subsequent holder of the Refunding • 41 "Basic Payment(s)" shall mean the payments made by the County under this Refunding Support Agreement as set forth in Section 4.1(a), which such payments are equal to forty four -2- and two tenths percent (44.2%) of the payments of principal and interest due on the Refunding Bond. "Board of Supervisors" shall mean the Board of Supervisors of the County. "Bond Purchase Agreement" shall mean the Bond Purchase and Loan Agreement, dated as of June 15, 2020, between the Authority and the Bank. "County Administrator" shall mean the County Administrator of the County. "County Documents" shall mean the Assignment Agreement, the Roanoke County Ground Lease, the Roanoke County Lease Agreement and this Refunding Support Agreement. "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 year and ending on June 30 of the following year, or such other fiscal year of twelve months as may be selected by the County. "Leased Property" means the Real Estate and the improvements thereon, constituting the County's Government Center Building located at 5204 Bernard Drive, Roanoke, Virginia 24018 as more particularly described on Exhibit A to the Roanoke County Ground Lease. "Roanoke County Ground Lease" means the Ground Lease, dated as of June 15, 2020, between the County, as lessor, to the Authority, as lessee, relating to the lessor's interests currently and in the future to the Leased Property, as it may be modified, altered, amended and supplemented in accordance with its terms. "Roanoke County Lease Agreement" means the Lease Agreement dated as of June 15, 2020, between the Authority, as lessor, to the County, as lessee, relating to the lessor's interests currently and in the future to the Leased Property, as it may be modified, altered, amended and supplemented in accordance with its terms. "Roanoke County Lease Agreements" shall mean the Roanoke County Ground Lease and the Roanoke County Lease Agreement. "Refunding Support Agreement" shall mean this Refunding Support Agreement, as such Refunding Support Agreement may be supplemented, amended or modified. Section 1.2. Rules of Construction. The following rules shall apply to the construction of this Refunding Support Agreement unless the context otherwise requires: versa. (a) Words importing the singular number shall include the plural number and vice -3- (b) Words importing the redemption or calling for redemption of the Refunding Bond shall not be deemed to refer to or connote the payment of the Refunding Bond at its stated maturity. (c) Unless otherwise indicated, all references herein to particular Articles or Sections are references to Articles or Sections of this Refunding Support Agreement. (d) The headings herein and Table of Contents to this Refunding Support Agreement herein are solely for convenience of reference and shall not constitute a part of this Refunding Support Agreement nor shall they affect its meaning, construction or effect. (e) All references herein to payment of the Refunding Bond are references to payment of principal of and premium, if any, and interest on the Refunding Bond. 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 Authority 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 Authority Documents; (c) The execution, delivery and compliance by the Authority with the terms and conditions of the Authority 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 Authority 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 governmental agency involving the Authority pending or, to the knowledge of the Authority, threatened with respect to (1) the creation and existence of the Authority, (2) its authority to execute and deliver the Authority Documents, (3) the validity or enforceability of the Authority Documents or the Authority's performance of its obligations thereunder, (4) the title of any M officer of the Authority executing the Authority Documents, or (5) the ability of the Authority to issue and sell its Refunding Bond 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 County Documents and to perform the transactions contemplated to be performed by the County under the County Documents and the Bond Purchase Agreement and to carry out its obligations thereunder and by proper action has duly authorized, executed and delivered such County 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 execution and delivery of the County Documents, the consummation of the transactions contemplated to be performed by the County therein and in the Bond Purchase Agreement and compliance by the County with the provisions thereof will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage or other agreement or instrument to which the City is a party or by which it is bound or any existing law, administrative regulation, court order or consent decree to which it is subject. (e) 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 County 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 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; (f) 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 County Documents; and (g) There is no litigation at law or in equity or any proceeding before any governmental 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 County Documents, (2) the validity or enforceability of such County Documents or the County's performance of its obligations thereunder, or (3) the title of any officer of the County executing such County Documents. -5- (h) The Project has been determined to be important to the County's economic development and future revenue growth, and the Board of Supervisors anticipates that the Project will continue to be important to the County's economic development and future revenue growth during the term of this Refunding Support Agreement. ARTICLE III AGREEMENT TO ISSUE REFUNDING BOND Section 3.1. Agreement to Issue Refunding Bond. The Authority hereby agrees, simultaneously with the execution and delivery hereof, to proceed with the issuance and sale of the Refunding Bond, bearing interest, maturing and having the other terms and provisions set forth in the Bond Purchase Agreement. The proceeds of the Refunding Bond will be used to finance the costs of the Project. Subject to the limitation of Section 4.4, the County agrees to make all Basic 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 Refunding Support Agreement to the contrary notwithstanding, any obligation the Authority may incur in connection with the issuance of the Refunding Bond 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 Refunding Support Agreement, the Roanoke County Lease Agreement, the City of Roanoke Refunding Support Agreement and the City of Salem Refunding Support Agreement. 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 the Basic Payments. The Basic Payments to the Authority shall be payable without notice or demand as directed by the Authority in semi-annual installments on or before the 15th day of January and July, beginning on January 15, 2021, each year until the date that no amount is due under this Refunding Support Agreement. On written request of the Bank, the County shall pay such Basic Payments to the Bank, as assignee of the Authority, without notice or demand at the designated office of the Bank in semi-annual installments on or before the 15th day of January and July, beginning on January 15, 2021, each year until the date that no amount is due under this Refunding Support Agreement. (2) The Authority will determine, as part of its budget process, by March 15 of each year the Basic Payment to be requested from, and paid by, the City for the immediately succeeding Fiscal Year, based on the Roanoke County Portion of Support as applied to expected debt service on the Refunding Bond. 192 (b) Subject to the limitation of Section 4.4, the County agrees to make Additional Payments to pay (1) any prepayment or redemption of the Refunding Bond allocated to the Roanoke County Portion of Support and (2) all other amounts which the County agrees to pay under the terms of this Refunding Support Agreement, but not including Basic Payments. Section 4.2. Payments Assigned. The Authority and the County acknowledge and agree that this Refunding Support Agreement and all Basic Payments and Additional Payments (except the rights of the Authority to receive payment of its expenses, to receive notices and to give consents) are assigned by the Assignment Agreement to the Bank. The County consents to such assignment and agrees to pay to the Bank all amounts payable by the County that are so assigned. Section 4.3. Obligation Unconditional. Except as otherwise provided in this Refunding Support Agreement, including the limitation in Section 4.4, the obligations of the County to make all Basic 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 Basic Payment or Additional Payment or fail to observe and perform any of its covenants, conditions and agreements hereunder. Section 4.4. Appropriations of Basic Payments and Additional Payments. While recognizing that it is not empowered to make any binding commitment to make Basic Payments and Additional Payments beyond the current Fiscal Year, the Board of Supervisors in authorizing the execution of this Refunding Support Agreement has stated its intent to make annual appropriations sufficient to make the Basic Payments and Additional Payments, and as such it is hereby recognized by the parties hereto that this Refunding Support Agreement, to the extent permitted by law, creates strictly a moral obligation of the County to pay such amounts. Notwithstanding anything in this Refunding Support Agreement to the contrary, the County's obligations to pay the cost of performing its obligations under this Refunding Support Agreement and the Lease, including its obligations to pay all Basic Payments and Additional Payments, shall be subject to and dependent upon appropriations being made from time to time by the Board of Supervisors for such purpose; provided, however, that the County Administrator or other officer charged 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 Basic Payments and estimated Additional Payments coming due during such Fiscal Year. Throughout the term of this Refunding Support Agreement, the County Administrator or other officer charged with the responsibility for preparing the County's Annual Budget shall deliver to the Bank and the Authority within 30 days after the adoption of the Annual Budget for each Fiscal Year, but not later than the beginning of each Fiscal Year, a certificate stating whether an amount equal to the Basic 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 -7- Budget does not include an appropriation of funds sufficient to pay both Basic 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 Board of Supervisors has not appropriated funds for the payment of both Basic 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 Supervisors of the consequences of such failure to appropriate, including the obligation of the Bank to accelerate the Basic Payments in accordance with Article VIII, and request the Board of Supervisors to consider a supplemental appropriation for such purposes. If at any time the Basic Payments as determined pursuant to Section 4.1(a)(2) are insufficient to make forty four and two tenths percent (44.2%) of the payments of principal and interest due on the Refunding Bond in a timely manner, the Authority (or the Bank 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 Basic Payments at the times and in the amounts as necessary to enable the Authority to exercise its option to cause the Refunding Bond to be redeemed in part as set forth in such Refunding Bond. Such prepayments of Basic Payments shall be made at the times and in the amounts as necessary to accomplish the optional redemption in part of the Refunding Bond as set forth in such Refunding Bond. The County shall direct the Authority to send to the Bank notice of any partial redemption of the Refunding Bond at least 10 days prior to the redemption date, such notice to the Bank to specify the redemption date and the principal amount of the Refunding Bond to be redeemed. 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 Refunding 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 Refunding Support in Agreement shall be liable personally on this Refunding 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 action taken by him or her pursuant to this Refunding 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 future Board of Supervisors Member or officer, employee or agent of the County or the Board of Supervisors in his or her individual capacity, and neither the members of the Board of Supervisors nor any officer of the County or the Board of Supervisors executing this Refunding Support Agreement shall be liable personally on this Refunding Support Agreement or be subject to any personal liability or accountability by reason of the execution and delivery hereof. No Board of Supervisors Member or officer, employee or agent of the County or the Board of Supervisors shall incur any personal liability with respect to any action taken by him or her pursuant to this Refunding 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 Refunding Bond to refund the 2016 Bond and pay the costs of issuance of the Refunding Bond. Section 6.3. County Covenants. The County agrees to provide to the Bank (a) prompt notice of any litigation with respect to the County that could materially and adversely affect the ability of the County to perform its obligations under this Refunding Support Agreement, (b) copies of the County's financial statements on or before each March 31 after the end of each of the County's Fiscal Years and (c) prompt notice of any defaults with respect to any general obligation indebtedness or moral obligations of the County. 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 any Basic 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 Refunding 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 thereafter prosecute the curing of such default with due diligence. W (b) The provisions of the foregoing subparagraph (a)(2) are 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 maj eure" 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. (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 Refunding 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 Refunding 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 Bank as assignee of 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 Basic Payments due and thereafter to become due through and including the final installment payment of principal on the Refunding Bond or (b) take whatever action at law or in equity may appear necessary or desirable to collect the Basic 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 Refunding Support Agreement. Any amounts received by the Authority or the Bank 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 all amounts due such excess shall be credited to the next Basic Payment to the extent such Basic Payments have not been paid in full. This provision shall survive termination of this Refunding 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 Basic Payments, together with any interest thereon, and all Additional Payments shall have been made, then the County's default under this Refunding Support Agreement shall be waived without further action by the Authority. Upon such payment and waiver, this -10- Refunding Support Agreement shall be fully reinstated and all Basic Payments will be due and payable in accordance with the previously determined schedule. Section 7.4. No Remedy Exclusive. No remedy conferred by this Refunding 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 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 Bank the reasonable fees of attorneys and other reasonable expenses incurred by either of them in the collection of appropriated, but unpaid, Basic 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 Basic Payments and estimated Additional Payments for the following Fiscal Year, the County Administrator shall give notice to the Authority and the Bank 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 Bank as assignee on behalf of the Authority shall declare immediately due and payable the entire unpaid principal and interest of all Basic Payments due and thereafter to become due through and including the final payment of principal and interest on the Refunding Bond. Nothing contained in this Section shall be construed as affecting or superseding in any manner the provisions of Section 4.4. -11- ARTICLE IX ASSIGNMENT AGREEMENT; AMENDMENTS; ASSIGNMENT Section 9.1. Assignment Agreement; Covenants. (a) Contemporaneously with the execution of this Refunding Support Agreement, the Authority has entered into the Assignment Agreement by which the Authority has assigned all of its rights in and to this Refunding Support Agreement (except its rights to receive payment of its expenses, to receive notices and to give consents) to the Bank for the benefit of the holders of the Refunding Bond. The County (i) consents to such assignment, (ii) agrees to execute and deliver such further acknowledgments, agreements and other instruments as may be reasonably requested by the Authority or the Bank to effect such assignment, (iii) agrees to make all payments due to the Authority under this Refunding Support Agreement directly to the Bank (except the Authority's rights to receive payment of its expenses, to receive notices and to give consents), subject to Section 4.4, and (iv) 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 Refunding Support Agreement to the Authority shall include the Bank and their successors and assigns, whether or not specific reference is otherwise made to the Bank, unless the context requires otherwise. (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 Assignment Agreement. (c) The County agrees, for the benefit of the holder of the Refunding Bond, to do and perform all acts and things contemplated in the Assignment Agreement to be done or performed by it. Section 9.2. Amendments. This Refunding Support Agreement shall not be supplemented, amended or modified by the parties hereto prior to the payment of all amounts due on the Refunding Bond without the consent of the Bank. 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 5204 Bernard Drive, Roanoke, Virginia 24018 (Attention: County Administrator) and (b) if to the Authority, c/o Roanoke Valley — Allegheny -12- Reg. Commission, 313 Luck Avenue SW, Roanoke, Virginia 24016 (Attention: Executive Director). The County and the Authority 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 Refunding Support Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof. Section 10.3. Limited Liability. Notwithstanding any provision hereof to the contrary, the obligations of the County under this Refunding Support Agreement are 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 are payable solely from amounts that are subject to annual appropriation. No officer, official, employee or agent of the County or Board of Supervisors 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 Authority Documents. The Authority shall not be liable under any circumstances for the actions of the Bank under the Authority Documents. Section 10.4. Successors and Assigns. This Refunding Support Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. The Bank is intended to be, and shall be, a third party beneficiary of this Refunding Support Agreement. Section 10.5. Counterparts; Delivery. This Refunding Support Agreement may be executed in any number of counterparts, each of which shall be an original, all of which together shall constitute but one and the same instrument. The County Documents shall not become effective until delivery at Closing, as defined in the Bond Purchase Agreement. Section 10.6. Governing Law. This Refunding 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 Refunding Support Agreement shall commence on the date of issuance of the Refunding Bond and will terminate on the date that no amount is due under this Refunding Support Agreement. This Refunding Support Agreement has been dated as of June 15, 2020 for purposes of identifying the instrument. -13- IN WITNESS WHEREOF, the parties have caused this Refunding Support Agreement to be duly executed by their duly authorized representatives. WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY Chairman COUNTY OF ROANOKE, VIRGINIA Un APPROVED TO FORM: County Attorney County Administrator [SIGNATURE PAGE TO ROANOKE COUNTY REFUNDING SUPPORT AGREEMENT] S-1 Seen and agreed to: ATLANTIC UNION BANK Senior Vice President [SIGNATURE PAGE TO ROANOKE COUNTY REFUNDING SUPPORT AGREEMENT] S-2 WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY $ Revenue Refunding Bond, Series 2020 BOND PURCHASE AND LOAN AGREEMENT June 15, 2020 Western Virginia Regional Industrial Facility Authority Mr. Gary Larrowe, Chairman c/o Roanoke Valley — Allegheny Regional Commission 313 Luck Avenue SW Roanoke, VA 24016 Ladies and Gentlemen: Atlantic Union Bank (the "Bank") offers to enter into this agreement (this "Bond Purchase and Loan Agreement") with the Western Virginia Regional Industrial Facility Authority, a political subdivision of the Commonwealth of Virginia (the "Authority"), providing for the sale by the Authority and the purchase by the Bank of the Authority's Revenue Refunding Bond, Series 2020 in the maximum principal amount of $ (the "Refunding Bond"). Acceptance of this offer shall be evidenced by the execution and delivery to the Bank of this Bond Purchase and Loan Agreement by the Chairman or Vice Chairman of the Authority, either of whom may act (either being referred to herein as the "Chairman"). Upon such acceptance, this Bond Purchase and Loan Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Authority and the Bank. 1. Purpose of Financing and Security for Refunding Bond. The Refunding Bond will be issued pursuant to the Virginia Regional Industrial Facilities Act, Chapter 64, Title 15.2, Code of Virginia of 1950, as amended (the "Act"), in order to refinance certain costs of the development of an industrial park, including the acquisition of land located in Roanoke County described as five (5) parcels roughly bounded by and in the vicinity of Interstate 81 and Wood Haven Road, which consists of approximately one hundred six (106) acres, together with such other parcels of real property that may be acquired by the Authority in connection with the project contemplated herein and related improvements and facilities, including necessary expenses incidental thereto (collectively, the "Project") and payment of certain costs of issuance of the Refunding Bond, for the benefit of citizens of the City of Roanoke, Virginia (the "City of Roanoke"), Roanoke County, Virginia ("Roanoke County") and the City of Salem, Virginia (the "City of Salem" and together with the City of Roanoke and Roanoke County, the "Participants"). The refinancing described above shall be accomplished by using proceeds of the Refunding Bond [and other legally available funds] to prepay and redeem in full the Authority's $10,000,000 Revenue Bond, Series 2016, issued on or about October 14, 2016 (the "2016 Bond"). The Refunding Bond shall be payable from certain payments from the Participants, described as: (1) payments from the City of Roanoke to the Authority (the "City of Roanoke Support Payments") pursuant to a Refunding Support Agreement between the City of Roanoke and the Authority (the "City of Roanoke Refunding Support Agreement"); (2) payments from Roanoke County to the Authority (the "Roanoke County Support Payments") pursuant to a Refunding Support Agreement between Roanoke County and the Authority (the "Roanoke County Refunding Support Agreement"), such Roanoke County Support Payments being the 1 same as payments to be made by Roanoke County to the Authority under the Lease Agreement (as defined below); and (3) payments from the City of Salem to the Authority (the "City of Salem Support Payments") pursuant to a Refunding Support Agreement between the City of Salem and the Authority (the "City of Salem Refunding Support Agreement" and, together with the City of Roanoke Refunding Support Agreement and the Roanoke County Refunding Support Agreement, the "Refunding Support Agreements"). The Authority and Roanoke County will enter into a Ground Lease, dated as of the date hereof (the "Roanoke County Ground Lease") which provides that certain Leased Property (as defined below) is leased by Roanoke County to the Authority and the Leased Property will be leased back to Roanoke County under a Lease Agreement, dated as of the date hereof between the Authority and Roanoke County (the "Roanoke County Lease Agreement" and, together with the Roanoke County Ground Lease the "Roanoke County Lease Agreements"). The City of Roanoke Support Payments, the Roanoke County Support Payments and the City of Salem Support Payments, collectively and made on a timely basis, will be sufficient to enable the Authority to meet its scheduled debt service payments on the Refunding Bond. The obligations for the City of Roanoke Support Payments and the City of Salem Support Payments shall be general obligations and secured by the full faith and credit of each such locality, respectively, and the undertaking for the Roanoke County Support Payments is subject to and conditioned upon the Roanoke County Board of Supervisors making annual appropriations for the same. The City of Roanoke will agree in the City of Roanoke Refunding Support Agreement to pay Basic Payments (as defined in the City of Roanoke Refunding Support Agreement) in a timely fashion to the Authority in an amount equal to 44.2% (the "City of Roanoke Percentage") of the payments of principal and interest due on the Refunding Bond. Roanoke County will agree in the Roanoke County Refunding Support Agreement to pay Basic Payments (as defined in the Roanoke County Refunding Support Agreement), subject to annual appropriation by the Board of Supervisors of Roanoke County, in a timely fashion to the Authority in an amount equal to 44.2% (the "Roanoke County Percentage") of the payments of principal and interest due on the Refunding Bond, and such Basic Payments shall be secured by an assignment of rents payable to the Authority pursuant to the Roanoke County Lease Agreement (as defined below). The City of Salem will agree in the City of Salem Refunding Support Agreement to pay Basic Payments (as defined in the City of Salem Refunding Support Agreement) in a timely fashion to the Authority in an amount equal to 11.6% (the "City of Salem Percentage") of the payments of principal and interest due on the Refunding Bond. The Authority will lease certain real estate and buildings owned by Roanoke County described as the Roanoke County Government Center located at 5204 Bernard Drive, Roanoke, Virginia 24018 (the "Leased Property") pursuant to the Roanoke County Ground Lease and lease such property back to Roanoke County pursuant to the Roanoke County Lease Agreement. The Bank and the Authority will enter into an Assignment Agreement dated as of June 15, 2020 (the "Assignment Agreement") whereby payments received by the Authority under the Refunding Support Agreements and the Roanoke County Lease Agreement will be assigned to the Bank to be applied toward debt service payments on the Refunding Bond. The Authority has agreed to issue the Refunding Bond and use the proceeds thereof for the refunding of the 2016 Bond and for the Project. The Refunding Support Agreements, the Roanoke County Lease Agreements and the Assignment Agreement are referred to 2 collectively herein as the "Basic Agreements." The Basic Agreements and the Refunding Bond shall be in the forms previously furnished or summarized to the Authority and its counsel, with such subsequent modifications as may be approved by the Authority, the Bank and as applicable a Participant that is a party to a specific Basic Agreement. The Refunding Bond and the Basic Agreements shall not become effective until delivery at Closing (as defined below). 2. Purchase and Terms of the Refunding Bond. Upon the terms and conditions and upon the basis of the representations set forth herein, the Bank hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell to the Bank, the Refunding Bond at the purchase price of 100% of the aggregate principal amount advanced under the Refunding Bond (the "Purchase Price"). The Refunding Bond shall be as described in, and shall have the terms and conditions, including but not limited to the payment dates for interest, principal and redemption or prepayment provisions, set forth in the form of Refunding Bond attached as Exhibit A hereto and incorporated by this reference. The principal sums advanced under the Refunding Bond shall bear interest at the rate of 2.59 percent per annum through the final maturity date of the Refunding Bond. Interest on the Refunding Bond is included in gross income for federal income tax purposes. 3. Refunding Bond as Limited Obligation of the Authority. The Refunding Bond shall be a limited obligation of the Authority payable solely from the revenues and receipts derived by the Authority under the Basic Agreements in accordance with the terms thereof, and shall not constitute a debt or pledge of the faith and credit of the Commonwealth of Virginia or any political subdivision thereof. Failure of any one Participant to make a payment, to appropriate funds or to fulfill any obligation of such Participant under a Refunding Support Agreement or the Roanoke County Lease Agreement, as applicable, shall not constitute a default or breach of any other Participant or provide the holder of the Refunding Bond with any right or remedy against any other Participant. THE BANK UNDERSTANDS AND AGREES THAT THE UNDERTAKING BY ROANOKE COUNTY TO MAKE THE PAYMENTS UNDER THE ROANOKE COUNTY REFUNDING SUPPORT AGREEMENT AND UNDER THE ROANOKE COUNTY LEASE AGREEMENT CONSTITUTES A CURRENT EXPENSE OF ROANOKE COUNTY, PAYABLE ONLY FROM FUNDS LEGALLY AVAILABLE THEREFOR. SUCH UNDERTAKING DOES NOT CONSTITUTE A DEBT OF ROANOKE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION AND DOES NOT CONSTITUTE A LIABILITY OF OR A LIEN OR CHARGE UPON THE FUNDS OR PROPERTY OF ROANOKE COUNTY, BEYOND THE FISCAL YEAR FOR WHICH THE ROANOKE COUNTY BOARD OF SUPERVISORS HAS APPROPRIATED FUNDS TO MAKE SUCH PAYMENTS. THE BANK FURTHER UNDERSTANDS AND AGREES THAT THE AUTHORITY HAS NO OBLIGATION TO MAKE PAYMENTS ON THE REFUNDING BOND EXCEPT FROM THE PAYMENTS OF RECEIVED UNDER THE REFUNDING SUPPORT AGREEMENTS AND THE ROANOKE COUNTY LEASE AGREEMENTS, WHICH RIGHTS WILL BE ASSIGNED PURSUANT TO THE ASSIGNMENT AGREEMENT TO THE BANK. 4. Representations and Warranties of the Authority. The Authority represents, warrants and agrees as follows: 3 (a) The Authority is a political subdivision of the Commonwealth of Virginia, duly organized and validly existing as a regional facility authority pursuant to the Act, and has full right, power and authority to enter into the Basic Agreements to which it is a party and this Bond Purchase and Loan Agreement, to issue, sell and deliver the Refunding Bond as provided herein and to carry out and consummate all other transactions contemplated by the Basic Agreements and this Bond Purchase and Loan Agreement. (b) The Authority has, and at the Closing Date will have, duly authorized all actions necessary or appropriate to be taken for the Authority to (1) enter into, execute and deliver the Basic Agreements to which it is a party and this Bond Purchase and Loan Agreement, (2) to issue, sell and secure the Refunding Bond to the Bank as provided herein, and (3) to consummate and carry out the other transactions contemplated by the Basic Agreements and this Bond Purchase and Loan Agreement. (c) The Authority has authorized the taking of any and all actions as may be required by the Authority to consummate the transactions contemplated in the Basic Agreements and this Bond Purchase and Loan Agreement at duly convened public meetings, with respect to which all required notices were duly given to all members, and at which meetings a quorum was present and acting throughout. (d) The Authority has (1) duly authorized the execution and delivery of the Basic Agreements to which it is a party and this Bond Purchase and Loan Agreement, (2) duly authorized the issuance, sale and delivery of the Refunding Bond, and (3) taken or will take all further action necessary or appropriate to carry out the issuance, sale and delivery of the Refunding Bond to the Bank. (e) There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, pending or, to the best knowledge of the Authority, threatened against the Authority, affecting the organization and existence of the Authority or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Refunding Bond or the collection of payments of Basic Rent (as defined in the Roanoke County Lease Agreement) to pay the principal of and interest on the Refunding Bond, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Refunding Bond, the Basic Agreements to which it is a party or this Bond Purchase and Loan Agreement or contesting in any way the power of the Authority to issue the Refunding Bond or to execute and deliver the Basic Agreements to which it is a party or this Bond Purchase and Loan Agreement, nor, to the best knowledge of the Authority, is there any basis therefor. (f) No further consent, approval, authorization or order of any court or governmental agency or body not already obtained is required for the issuance, delivery or sale of the Refunding Bond or, as of the date hereof, the consummation of the other transactions effected or contemplated herein or hereby by the Authority (except that no representation is given as to any action required under state securities or blue sky laws in connection with the purchase, distribution or sale of the Refunding Bond). (g) The Authority is not in violation of the Act or any existing law, rule or regulation applicable to it and is not in default under any indenture, mortgage, deed of trust, lien, M lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the Authority is a party or by which it is bound or to which any of its assets are subject, which default would adversely affect the Refunding Bond, and the execution and delivery by the Authority of the Basic Agreements to which it is a party, the Refunding Bond, the assignment of the Authority's rights under the Basic Agreements and the compliance with the terms and conditions thereof will not conflict with or result in the breach of or constitute a default under any of the foregoing. (h) When delivered to and paid for by the Bank in accordance with the terms of this Bond Purchase and Loan Agreement, the Refunding Bond will have been duly authorized, executed and issued. (i) The representations and agreements of the Authority herein will be true and correct in all material respects as of the Closing. 5. Closing. The delivery of the Refunding Bond (the "Closing") shall be at such place and time as may be agreed to by the Authority and the Bank (but in no event later than June 19, 2020, unless otherwise agreed to in writing by the parties) (the "Closing Date"). Upon delivery of the Refunding Bond to the Bank, the Bank will cause payment to be made as directed by the Authority, in immediately available funds, in the amount of $ (the "Funds Advanced"). As will be set forth in a Closing Memorandum by Davenport & Company LLC (the "Financial Advisor"), the Funds Advanced will be utilized at the time of the Closing to redeem and prepay the principal of and all outstanding interest on the 2016 Bond in full, and pay certain costs of issuance of the Refunding Bond. The Authority will use unspent proceeds of the 2016 Bond for costs of the Project. The Basic Agreements shall be delivered on the Closing Date to the Richmond, Virginia, offices of Sands Anderson PC as bond counsel to the Authority ("Bond Counsel") or such other place as to which the Authority and the Bank may agree in writing. 6. Conditions to Closing. The Bank's obligations hereunder to purchase and pay for the Refunding Bond shall be subject to the performance by the Authority of its obligations hereunder and by the Authority and the Participants of their respective obligations under the applicable Basic Agreements at or prior to the Closing Date, and to the following additional conditions at the Closing Date: (a) All official action of the Authority and the Participants relating to the Basic Agreements and the Refunding Bond shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to by the Bank. (b) At the Closing Date, the Basic Agreements shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to by the Bank. (c) Receipt by the Bank of the Refunding Bond and executed copies of the Basic Agreements. (d) Receipt by the Bank of a certificate, dated the Closing Date and signed by the Chairman of the Authority, to the effect that (i) the representations and warranties of the Authority contained herein are true and correct in all material respects as of the Closing Date as 5 if made on the Closing Date, and (ii) the Authority has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (e) Receipt by the Bank of certificates, dated the Closing Date and signed by the City Manager or County Administrator, as applicable, of each Participant to the effect that (i) the representations and warranties of the such Participant in the Basic Agreements to which it is a party are true and correct as of the Closing Date as if made on the Closing Date, and (ii) such Participant has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the Closing Date. (f) Receipt by the Bank of a certificate executed by the Chairman of the Authority, and certificates signed by the City Manager or County Administrator, as applicable, of each Participant, satisfactory to the Bank that, as of the Closing Date, there is no litigation at law or in equity pending or to the knowledge of the Authority, or each Participant, as applicable, threatened against the Authority, or any Participant, as applicable (i) affecting or regarding the existence of the Authority, or any Participant, as applicable, the validity or enforceability of the Refunding Bond, the Basic Agreements or this Bond Purchase and Loan Agreement against the Authority, any Participant, as applicable, or the titles of the officers executing the Refunding Bond or the Basic Agreements to their respective offices, (ii) seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Refunding Bond, or the pledges of revenues in support thereof, (iii) in any way contesting the power of the Authority to issue the Refunding Bond or develop the Project and (iv) contesting the power of the Authority, or any Participant, as applicable, to execute and deliver the Basic Agreements or the Refunding Bond. (g) Delivery to the Bank of an opinion of counsel to the Authority, dated the Closing Date, in substantially the form set forth in Exhibit D hereto. (h) Receipt by the Bank of an opinion, dated the Closing Date, of the Roanoke City Attorney and the Salem City Attorney, each in substantially the form attached as Exhibit B hereto. (i) Receipt by the Bank of an opinion, dated the Closing Date and addressed to the Bank, of the Roanoke County Attorney, in substantially the form attached as Exhibit C hereto. 0) Receipt by the Bank of the approving opinion of Bond Counsel, dated the Closing Date, subject to the usual qualifications, as to the validity and enforceability of the Refunding Bond and the enforceability of the Basic Agreements against the Participants (to the extent they are parties thereto). (k) Such additional legal opinions, certificates, instruments and other documents as the Bank or Bond Counsel may reasonably request to evidence the due performance or satisfaction by the Authority and the Participants at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Authority and the Participants. The Bank reserves the right to waive any of the conditions to its obligations contained in this Bond Purchase and Loan Agreement. 0 If the Authority or any Participant shall be unable to perform or fulfill the conditions to the Bank's obligations hereunder, or if the Bank's obligations hereunder shall be terminated for any reason permitted hereby, this Bond Purchase and Loan Agreement shall terminate and neither the Bank, the Authority nor any Participant shall be under further obligation hereunder. 7. Fees and Expenses. The Authority agrees to cause to be paid the fees and disbursements of the Financial Advisor, of Bond Counsel, of counsel to the Bank and disbursements incurred in connection with the issuance and sale of the Refunding Bond to the Bank, in each case from the proceeds of the Refunding Bond or from other funds available to the Authority, as provided by the Participants. 8. Optional Prepayment. The Refunding Bond shall be subject to prepayment or redemption prior to maturity at the option of the Authority at any time, at the direction of one or more Participants, in whole or in part, at a redemption price equal to 100% of the principal amount of the Refunding Bond to be redeemed, plus interest accrued to the redemption date. In the event of partial prepayment, the Authority shall direct the Bank to either (a) apply the amount prepaid to principal in the inverse order of maturity or (b) reamortize principal payments due after such prepayment over the remainder of the term of the Refunding Bond. 9. Representations of Bank. The Bank represents and warrants that the purchase of the Refunding Bond is for its individual account only and not with a present view for distribution to other purchasers thereof. The Bank is a corporation authorized to do business in the Commonwealth. The Bank represents and warrants that it is purchasing the Refunding Bond at its sole risk based on its evaluation of the credit risks arising therefrom. The Bank acknowledges and agrees that the Authority may incur additional obligations in relation to the Project, other than the Refunding Bond, which additional obligations may include issuance by the Authority of additional revenue bonds payable in whole or in part from additional support payments from the Participants. 10. Notices. Any notice or other communication to be given to the Authority or the Bank under this Agreement may be given by delivery of the same in writing (a) to the Authority, at c/o Roanoke Valley — Allegheny Reg. Commission, 313 Luck Avenue SW, Roanoke, Virginia 24016 (Attention: John Hull, Executive Director) and (b) to the Bank, at 111 Franklin Road, SE, Suite 110, Roanoke, Virginia 24011 (Attention: H. Victor Gilchrist). Any party to this Bond Purchase and Loan Agreement may designate additional or different addresses for notice or communications by notice given under this Section to the other party. 11. Miscellaneous. This Bond Purchase and Loan Agreement is made solely for the benefit of the Authority and the Bank (including their successors or assigns) and no other person shall acquire or have any right hereunder or by virtue hereof. All the representations, warranties and agreements contained herein shall remain operative and in full force and effect, regardless of (a) any investigations made by or on behalf of the Bank; (b) delivery of and payment for the Refunding Bond hereunder; and (c) any termination of this Bond Purchase and Loan Agreement. This Bond Purchase and Loan Agreement may not be assigned by the Authority or the Bank. This Bond Purchase and Loan Agreement has been dated as of June 15th, 2020 for purposes of identifying the instrument. The Authority covenants and agrees to provide to the Bank a copy of the fully executed Participation Agreement by and between the Authority and the Participants concerning the Project and a copy of any future amendment to such Participation Agreement. 7 The Authority agrees that it will provide the Bank with a copy of the Authority's annual audited financial statements no later than March 31 of each year. 12. Governing Law. The construction and enforcement of this Bond Purchase and Loan Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard for its conflicts of laws provisions. 13. Execution in Counterparts; Facsimile Signatures. This Bond Purchase and Loan Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument, and any of the parties hereto may execute this Bond Purchase and Loan Agreement by signing any such counterpart. 14. Severability. In case any one or more of the provisions of this Bond Purchase and Loan Agreement shall, for any reason, be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Bond Purchase and Loan Agreement, and this Bond Purchase and Loan Agreement shall be construed and enforced as if such illegal or invalid provisions had not been contained herein. [Remainder of this page intentionally left blank.] 0 Very truly yours, ATLANTIC UNION BANK Title: Confirmed and Accepted as of the date first above written: WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY Chairman R-1 EXHIBIT A FORM OF THE REFUNDING BOND UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY REVENUE REFUNDING BOND, SERIES 2020 INTEREST RATE MATURITY DATE DATED DATE ISSUE DATE 2.59% January 15, 2037 June , 2020 June , 2020 REGISTERED OWNER: Atlantic Union Bank PRINCIPAL AMOUNT: $ The WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY, a political subdivision of the Commonwealth of Virginia (the "Authority"), for value received, promises to pay, solely from the revenues and other property pledged to the payment of this Bond, to the Registered Owner of this Bond or legal representative, subject to prepayment or redemption as hereinafter provided, the sum of DOLLARS ($ ) in annual installments in the amounts set forth on Schedule A attached hereto payable on January 15, 2023 and annually on January 15 thereafter to and including January 15, 2037, together with interest on the outstanding principal amounts from the date hereof until payment of the entire outstanding principal amounts at the rate of two and 59/100 percent (2.59%) per year, payable on every January 15 and July 15 from and including January 15, 2021 through and including January 15, 2037. If not sooner paid, the final installment shall be due and payable January 15, 2037. The payment of every installment shall be applied first to interest accrued to the payment date and then to principal. This Bond will bear interest from the Dated Date stated above. Interest on this Bond will be computed on the basis of a year of 360 days and twelve 30 -day months. Principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. If the date of any payment due hereunder is not a Business Day (as hereinafter defined) then such payment shall be due on the next following Business Day. Business Day shall mean any day other than (1) a Saturday or Sunday or (2) a day on which commercial banks in the Commonwealth of Virginia are authorized to close. This Bond is issued by the Authority pursuant to the Virginia Regional Industrial Facilities Act, Chapter 64, Title 15.2, Code of Virginia of 1950, as amended, and a Bond Purchase and Loan Agreement dated as of June 15, 2020 between the Authority and Atlantic A-1 Union Bank (the "Bond Purchase and Loan Agreement") for the purpose of providing funds to finance and refinance (i) certain costs of the development of an industrial park, including the acquisition of land located in Roanoke County described as five (5) parcels roughly bounded by and in the vicinity of Interstate 81 and Wood Haven Road, which consists of approximately one hundred six (106) acres, together with such other parcels of real property that may be acquired by the Authority in connection with the Project (as defined in the Bond Purchase and Loan Agreement) and related improvements and facilities, including necessary expenses incidental thereto and (ii) certain costs of issuing this Bond. The refinancing described above shall be accomplished by using proceeds of this Bond to prepay and redeem in full the Authority's $10,000,000 Revenue Bond, Series 2016, issued on or about October 14, 2016 (the "2016 Bond"). The payments on this Bond are expected to be made from certain payments to the Authority from the City of Roanoke, Virginia (the "City of Roanoke"), the County of Roanoke, Virginia ("Roanoke County") and the City of Salem, Virginia (the "City of Salem" and, together with the City of Roanoke and Roanoke County, the "Participants") as follows (i) payments from the City of Roanoke to the Authority (the "City of Roanoke Support Payments") pursuant to a Refunding Support Agreement between the City of Roanoke and the Authority (the "City of Roanoke Refunding Support Agreement"); (ii) payments from Roanoke County to the Authority (the "Roanoke County Support Payments") pursuant to a Refunding Support Agreement between Roanoke County and the Authority (the "Roanoke County Refunding Support Agreement"), such Roanoke County Support Payments being the same as payments to be made by Roanoke County to the Authority under the Roanoke County Lease Agreement (as defined in the Bond Purchase and Loan Agreement); and (iii) payments from the City of Salem to the Authority (the "City of Salem Support Payments") pursuant to a Refunding Support Agreement between the City of Salem and the Authority (the "City of Salem Refunding Support Agreement" and, together with the City of Roanoke Refunding Support Agreement and the Roanoke County Refunding Support Agreement, the "Refunding Support Agreements"). This Bond and the interest hereon are limited obligations of the Authority and are payable solely from the revenues and receipts derived by the Authority from the sources described herein. Failure of any one Participant to make a payment, to appropriate funds or to fulfill any obligation of such Participant under a Refunding Support Agreement or the Roanoke County Lease Agreement, as applicable, shall not provide the holder of the Refunding Bond with any right or remedy except as provided under the applicable Refunding Support Agreement or Roanoke County Lease Agreement, and shall not affect the rights or obligations of any other Participant. The owner of this Bond shall look solely to the Authority's interest in the Refunding Support Agreements and the Roanoke County Lease Agreement for the satisfaction of any and all remedies it may have against the Authority upon a default or nonpayment under one or more of the Refunding Support Agreements or the Roanoke County Lease Agreement, as applicable. The principal and interest on this Bond will not be deemed to constitute a general obligation debt or a pledge of the faith and credit of the Commonwealth of Virginia or any of its political subdivisions. NEITHER THE COMMONWEALTH OF VIRGINIA NOR ANY OF ITS POLITICAL SUBDIVISIONS, INCLUDING THE AUTHORITY, ARE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THIS BOND OR OTHER COSTS INCIDENT TO IT EXCEPT FROM THE REVENUES, MONEY OR PROPERTY OF THE AUTHORITY us PLEDGED FOR SUCH PURPOSE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF VIRGINIA OR ANY OF ITS POLITICAL SUBDIVISIONS, INCLUDING THE AUTHORITY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND OR OTHER COSTS INCIDENT TO IT, EXCEPT AS PROVIDED IN THE CITY OF ROANOKE REFUNDING SUPPORT AGREEMENT AND THE CITY OF SALEM REFUNDING SUPPORT AGREEMENT. THE OBLIGATION OF ROANOKE COUNTY TO MAKE THE ROANOKE COUNTY SUPPORT PAYMENTS CONSTITUTES A CURRENT EXPENSE OF ROANOKE COUNTY, SUBJECT TO ANNUAL APPROPRIATION BY ROANOKE COUNTY, BUT THE AUTHORITY HAS NO OBLIGATION OR LIABILITY TO THE REGISTERED OWNER HEREOF WITH RESPECT TO PAYMENTS TO BE MADE BY ROANOKE COUNTY UNDER THE ROANOKE COUNTY REFUNDING SUPPORT AGREEMENT AND THE ROANOKE COUNTY LEASE AGREEMENT OR WITH RESPECT TO THE PERFORMANCE BY ROANOKE COUNTY OF ANY COVENANT CONTAINED THEREIN. THE OBLIGATION OF THE CITY OF ROANOKE TO MAKE THE CITY OF ROANOKE SUPPORT PAYMENTS CONSTITUTES A GENERAL OBLIGATION AND DEBT OF THE CITY OF ROANOKE BUT THE AUTHORITY HAS NO OBLIGATION OR LIABILITY TO THE REGISTERED OWNER HEREOF WITH RESPECT TO PAYMENTS TO BE MADE BY THE CITY OF ROANOKE UNDER THE CITY OF ROANOKE REFUNDING SUPPORT AGREEMENT OR WITH RESPECT TO THE PERFORMANCE BY THE CITY OF ROANOKE OF ANY COVENANT CONTAINED THEREIN. THE OBLIGATION OF THE CITY OF SALEM TO MAKE THE CITY OF SALEM SUPPORT PAYMENTS CONSTITUTES A GENERAL OBLIGATION AND DEBT OF THE CITY OF SALEM BUT THE AUTHORITY HAS NO OBLIGATION OR LIABILITY TO THE REGISTERED OWNER HEREOF WITH RESPECT TO THE PERFORMANCE BY THE CITY OF SALEM OF ANY COVENANT CONTAINED THEREIN. THE AUTHORITY HAS NO TAXING POWER. This Bond is subject to prepayment or redemption prior to maturity at the option of the Authority at any time, without penalty, at the direction of one or more Participants, in whole or in part, at a redemption price equal to 100% of the principal amount of Bond to be redeemed, plus interest accrued to the redemption date. In the event of partial prepayment, the Authority shall direct the Registered Owner of this Bond to either (a) apply the amount prepaid to principal in the inverse order of maturity or (b) reamortize principal payments due after such prepayment over the remainder of the term of this Bond. All acts and conditions required to happen, exist or be performed precedent to and in connection with the issuance of this Bond have happened, exist and have been performed. [Remainder of This Page Intentionally Left Blank] h IN WITNESS WHEREOF, the Western Virginia Regional Industrial Facility Authority has caused this Bond to be executed by the manual signature of its Chairman and attested by the manual signature of its Secretary and this Bond to be dated , 2020. ATTEST: Secretary WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY M Chairman (Form of Assignment) FOR VALUE RECEIVED the undersigned sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or type Name and Address, including postal zip code of Transferee) the within Bond and all rights under it, irrevocably constituting and appointing Attorney to transfer the Bond on the books kept for its registration, with full power of substitution. Dated: Signature Guaranteed (NOTICE: Signature(s) must be guaranteed by an Eligible Guarantor Institution such as a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or Savings Association who is a member of a medallion program approved by the Securities Transfer Association, Inc. Registered Owner NOTICE: The signature above must correspond with the name of the Registered Owner as it appears on the front of this Bond. (End of Form of Assignment) SCHEDULE A Oro EXHIBIT B Opinion of City Attorney [Letterhead of City Attorney] [Closing Date] Western Virginia Regional Industrial Facility Authority c/o Roanoke Valley — Allegheny Reg. Commission 313 Luck Avenue SW Roanoke, Virginia 24016 [Bank] City of , Virginia 2 Sands Anderson PC 1111 East Main Street Richmond, Virginia 23219 Western Virginia Regional Industrial Facility Authority $ Revenue Refunding Bond, Series 2020 Ladies and Gentlemen: I am the City Attorney for the City of , Virginia (the "City"). In connection with the issuance of the above -referenced bond (the "Refunding Bond") by the Western Virginia Regional Industrial Facility Authority (the "Authority"), I have examined, among other things, the following documents: (a) the Constitution and applicable laws of the Commonwealth of Virginia; (b) the City Charter, Chapter of Acts of Assembly of , as amended (the "Charter"); (c) a certified copy of a Resolution adopted by the City Council on 2020 authorizing, among other things, the execution and delivery, or consent and acknowledgment to, as applicable, of the City Documents (as hereinafter defined) (the "City Resolution"); (d) a copy of the Bond Purchase and Loan Agreement, dated , 2020 (the "Bond Purchase and Loan Agreement"), between the Authority and (the "Bank"); (e) a Refunding Support Agreement, dated as of , 2020 (the "City of Refunding Support Agreement"), between the City and the Authority, pursuant to which the City has agreed, among other things, to make payments to the Authority in the amount of percent (%) of the debt service payments of the Refunding Bond on a timely basis as a general obligation of the City to the Authority; and (f) an Assignment Agreement, dated as of , 2020 (the "Assignment Agreement"), between the Authority and the Bank, assigning certain of the Authority's rights under the City of Refunding Support Agreement to the Bank as security for, and for payment of, the Refunding Bond, which Assignment Agreement is acknowledged and consented to by the City. In all such examinations, I have assumed that all signatures on documents and instruments examined by me are genuine, all documents submitted to me as originals are authentic and all documents submitted to me as copies conform to the originals. In addition, for purposes of this opinion, I have assumed the due authorization, execution and delivery of the above documents by all parties other than the City. I have also examined such other records, agreements and proceedings of the City and conducted such investigations as I have deemed appropriate and necessary for purposes of this opinion. As to questions of fact material to my opinion, I have relied upon representations of the City contained in the Basic Agreements, as defined below and certifications by representatives of the City and the Authority. Based upon the foregoing, I am of the opinion that: 1. The City is a duly organized municipal corporation and political subdivision and validly existing under the Constitution and laws of the Commonwealth of Virginia and vested with all the rights, powers and privileges conferred upon cities by the Constitution and laws of the Commonwealth_ 2. The City Resolution was duly adopted by the City Council and is in full force and effect. 3. The City has all necessary power and authority to enter into and perform its obligations under the City of Refunding Support Agreement and the Assignment Agreement (collectively, the "City Documents") and carry out the transactions contemplated to be performed by the City under the City Documents and under the Bond Purchase and Loan Agreement. 4. The City Documents have been duly authorized, executed and delivered or acknowledged and consented to, as applicable, by the City, and constitute valid and binding obligations of the City enforceable against the City in accordance with their terms; except to the extent that their enforceability may be limited to or otherwise affected by (a) bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws affecting the rights of creditors and debtors generally and (b) principles of equity, whether considered at law or in equity. 5. The adoption by the City Council of the City Resolution and the execution and delivery by the City of the City Documents and the consummation by the City of the transactions IM contemplated to be performed by the City under the City Documents and the Bond Purchase and Loan Agreement are not prohibited by, and do not violate any provision of and will not result in the breach of any law, rule, regulation, judgment, decree, order or other requirement applicable to the City, the Charter, any ordinance or resolution of the City, or any material contract, indenture or agreement to which the City is a party or by which the City is bound, and have not resulted, and will not result, in the creation or imposition of any lien, encumbrance, mortgage or other similar conflicting ownership or security interest in favor of any third person in or to the City's revenues, assets, properties or funds except as contemplated in the City Documents. 6. There is no litigation pending or, to the best of my knowledge, threatened against the City (a) to restrain or enjoin the issuance, sale or delivery of the Refunding Bond, or the application of proceeds of the Refunding Bond as provided in the City Documents or the collection of revenues pledged under the City of Refunding Support Agreement, (b) in any way contesting or affecting any authority for the validity of the City Documents, (c) adversely affecting the financial condition of the City in any material way, or (d) affecting the acquisition, construction or equipping of the Project (as defined in the Bond Purchase and Loan Agreement). 7. No further governmental or regulatory consents, approvals, orders or authorizations by the City are required for the adoption of the City Resolution or the execution and delivery by the City of the City Documents or for the consummation by the City of the actions contemplated to be performed by the City under the City Documents and the Bond Purchase and Loan Agreement. Very truly yours, EXHIBIT C Opinion of County Attorney [Letterhead of County Attorney] [Closing Date] Western Virginia Regional Industrial Facility Authority c/o Roanoke Valley — Allegheny Reg. Commission 313 Luck Avenue SW Roanoke, Virginia 24016 [Bank] Roanoke County 5204 Bernard Drive Roanoke, Virginia 24018 Sands Anderson PC 1111 East Main Street Richmond, Virginia 23219 Western Virginia Regional Industrial Facility Authority $ Revenue Refunding Bond, Series 2020 Ladies and Gentlemen: I am the County Attorney for Roanoke County, Virginia (the "County"). In connection with the issuance of the above -referenced bond (the "Refunding Bond") by the Western Virginia Regional Industrial Facility Authority (the "Authority"), I have examined, among other things, the following documents: (a) the Constitution and applicable laws of the Commonwealth of Virginia; (b) the County Charter, Chapter 617 of Acts of Assembly of 1986, as amended (the "Charter"); (c) a certified copies of an Ordinance adopted by the Board of Supervisors of the County (the "Board of Supervisors") on , 2020 authorizing, among other things, the execution and delivery of the Basic Agreements (as hereinafter defined) (the "County Ordinance"); (d) a copy of the Bond Purchase and Loan Agreement, dated , 2020 (the "Bond Purchase and Loan Agreement"), between the Authority and (the "Bank"); C-1 (e) a Ground Lease, dated as of , 2020, between the County and the Authority (the "Ground Lease") conveying to the Authority a leasehold interest in certain property, as described therein (the "Leased Property"); (f) a Lease Agreement, dated as of , 2020, between the Authority and the County (the "Lease Agreement") conveying to the County a leasehold interest in such Leased Property; (g) a Refunding Support Agreement, dated as of , 2020 (the "County Refunding Support Agreement"), between the County and the Authority, pursuant to which the County has agreed, among other things, to make payments of forty four and two tenths percent (44.2%) of the debt service payments of the Refunding Bond on a timely basis (subject to annual appropriation by the Board of Supervisors) to the Authority; and (h) an Assignment Agreement, dated as of 2020 (the "Assignment Agreement"), between the Authority and the Bank, assigning certain of the Authority's rights under the County Refunding Support Agreement, the Ground Lease and the Lease Agreement to the Bank as security for, and for payment of, the Refunding Bond, which Assignment Agreement is acknowledged and consented to by the County. In all such examinations, I have assumed that all signatures on documents and instruments examined by me are genuine, all documents submitted to me as originals are authentic and all documents submitted to me as copies conform to the originals. In addition, for purposes of this opinion, I have assumed the due authorization, execution and delivery of the above documents by all parties other than the County. I have also examined such other records, agreements and proceedings of the County and conducted such investigations as I have deemed appropriate and necessary for purposes of this opinion. As to questions of fact material to my opinion, I have relied upon representations of the County contained in the Basic Agreements, as defined below and certifications by representatives of the County and the Authority. Based upon the foregoing, I am of the opinion that: I. The County is a political subdivision and validly existing under the Constitution and laws of the Commonwealth of Virginia and vested with all the rights, powers and privileges conferred upon cities by the Constitution and laws of the Commonwealth. 2. The County Ordinance was duly adopted by the Board of Supervisors and is in full force and effect. 3. The County has all necessary power and authority to enter into and perform its obligations under the Ground Lease, the Lease Agreement, the County Refunding Support Agreement and the Assignment Agreement (collectively, the "County Documents") and carry out the transactions contemplated to be performed by the County under the County Documents and the Bond Purchase and Loan Agreement. 4. The County Documents have been duly authorized, executed and delivered or acknowledged and consented to, as applicable, by the County, and constitute valid and binding obligations of the County enforceable against the County in accordance with their terms; except to the extent that their enforceability may be limited to or otherwise affected by (a) bankruptcy, C-2 insolvency, reorganization, arrangement, moratorium and other laws affecting the rights of creditors and debtors generally and (b) principles of equity, whether considered at law or in equity. The County's undertaking to make payments of Basic Payments and Additional Payments under the County Refunding Support Agreement and lease payments under the Lease Agreement is subject to and dependent upon the Board of Supervisors making appropriations in amounts sufficient for such purpose. Such undertaking does not constitute a debt of the County within the meaning of any constitutional or statutory limitation nor a liability of or a lien or charge upon funds or property of the County beyond any fiscal year for which the Board of Supervisors has appropriated moneys for such purpose. 5. The adoption by the Board of Supervisors of the County Ordinance and the execution and delivery by the County of the County Documents and the consummation by the County of the transactions contemplated to be performed by the County under the County Documents and the Bond Purchase and Loan Agreement are not prohibited by, and do not violate any provision of and will not result in the breach of any law, rule, regulation, judgment, decree, order or other requirement applicable to the County, any ordinance or resolution of the County, or any material contract, indenture or agreement to which the County is a party or by which the County is bound, and have not resulted, and will not result, in the creation or imposition of any lien, encumbrance, mortgage or other similar conflicting ownership or security interest in favor of any third person in or to the County's revenues, assets, properties or funds except as contemplated in the County Documents. 6. There is no litigation pending or, to the best of my knowledge, threatened against the County (a) to restrain or enjoin the issuance, sale or delivery of the Refunding Bond, or the application of proceeds of the Refunding Bond as provided in the County Documents or the collection of revenues pledged under the Refunding Support Agreement and the Lease Agreement, (b) in any way contesting or affecting any authority for the issuance or validity of the Refunding Bond or the validity of the County Documents, (c) affecting the application of proceeds of the Refunding Bond pursuant to the County Documents, (d) adversely affecting the financial condition of the County in any material way, or (e) affecting the acquisition, construction or equipping of the Project (as defined in the Bond Purchase and Loan Agreement). 7. No further governmental or regulatory consents, approvals, orders or authorizations by the County are required for the adoption of the County Ordinance or the execution and delivery by the County of the County Documents or for the consummation by the County of the actions contemplated to be performed by the County under the County Documents and the Bond Purchase and Loan Agreement. Very truly yours, C-3 EXHIBIT D Opinion of Authority Counsel [Letterhead of Glenn, Feldmann, Darby & Goodlatte] [Closing Date] Western Virginia Regional Industrial Facility Authority c/o Roanoke Valley — Allegheny Regional Commission 313 Luck Avenue SW Roanoke, Virginia 24016 [Bank] Western Virginia Regional Industrial Facility Authority $ Revenue Refunding Bond, Series 2020 Ladies and Gentlemen: We have served as counsel to the Western Virginia Regional Industrial Facility Authority (the "Authority") in connection with the issuance of the above -referenced bond (the "Refunding Bond") by the Authority and we have examined, among other things, the following documents: (a) the Virginia Regional Industrial Facilities Act, Chapter 64, Title 15.2, Code of Virginia of 1950, as amended (the "Act"); (b) a certified copy of a resolution adopted by the Authority on May 15, 2020 (the "Resolution"), authorizing the issuance of the Refunding Bond and the execution and delivery of the following: (1) a copy of the Bond Purchase and Loan Agreement, dated , 2020 (the "Bond Purchase and Loan Agreement"), between the Authority and (the "Bank"); D-1 (2) a Ground Lease, dated as of , 2020, between Roanoke County, Virginia (the "County") and the Authority (the "Ground Lease") conveying to the Authority a leasehold interest in certain property, as described therein (the "Leased Property"); (3) a Lease Agreement, dated as of 2020, between the Authority and the County (the "Lease Agreement") conveying to the County a leasehold interest in such Leased Property; (4) a Refunding Support Agreement, dated as of , 2020 (the "Roanoke County Refunding Support Agreement"), between the County and the Authority, pursuant to which the County has agreed to make certain payments (subject to annual appropriation by the Board of Supervisors) to the Authority; and (5) a Refunding Support Agreement, dated as of , 2020 (the "City of Roanoke Refunding Support Agreement"), between the City of Roanoke and the Authority, pursuant to which the City of Roanoke has agreed to make certain payments to the Authority; and (6) a Refunding Support Agreement, dated as of , 2020 (the "City of Salem Refunding Support Agreement"), between the City of Salem and the Authority, pursuant to which the City of Salem has agreed to make certain payments to the Authority; and (7) an Assignment Agreement, dated as of 2020 (the "Assignment Agreement"), between the Authority and the Bank, assigning certain of the Authority's rights under the Roanoke County Refunding Support Agreement, the City of Roanoke Refunding Support Agreement, the City of Salem Refunding Support Agreement, the Ground Lease and the Lease Agreement to the Bank as security for, and for payment of, the Refunding Bond; and (c) executed counterparts of the documents described in (b) above (collectively, the "Basic Agreements"); and (d) such other documents, records, agreements and certificates of the Authority and other parties, including a copy of a Certificate of the Secretary of the Commonwealth of Virginia dated February 4, 2014, as we deem necessary or appropriate to enable us to render the opinions expressed below. In all such examinations, we have assumed that all signatures on documents and instruments examined by us are genuine, all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals. In addition, for purposes of this opinion we have assumed, without independent investigation or verification, the due authorization, execution and delivery of the Basic Agreements by all parties other than the Authority. As to questions of fact material to this opinion, we have relied upon representations of and the compliance with covenants by the Authority contained in the Basic Agreements, certifications and representations of public officials furnished to us, and certifications and representations of the Authority and others delivered at closing. Wherever in this letter an D-2 opinion is qualified by the phrase "to the best of our knowledge" or "we have no knowledge of or words of like import, it shall mean that we have no actual knowledge of the matter or matters so qualified and that no such knowledge has come to us during the course of our representation of the Authority in connection with this transaction, but that we have conducted no independent investigation of such matter or matters or otherwise sought verification thereof, except as may be expressly set forth herein. Based on and subject to the foregoing, and upon such other information and documents as we consider necessary for the purpose of rendering this opinion, we are of the opinion that: 1. The Authority is duly organized, validly existing and in good standing under the Act and has all necessary power and authority to (i) issue and sell the Refunding Bond and (ii) enter into and perform its obligations under the Basic Agreements. The Authority has taken all necessary action required of the Authority and has complied with all provisions of the Act required of the Authority to duly authorize the issuance and sale of the Refunding Bond. 2. The Resolution has been duly adopted by the Authority and is in full force and effect on the date hereof. 3. The Basic Agreements have been duly authorized, executed and delivered by the Authority and, assuming due authorization, execution and delivery thereof by the other parties thereto, are valid and binding obligations of the Authority, enforceable against the Authority in accordance with their respective terms. 4. The Refunding Bond has been duly authorized, executed and issued by the Authority and constitutes a valid and binding limited obligation of the Authority, enforceable in accordance with its terms. 5. The enforceability of the obligations of the Authority under the documents described above is subject to the provisions of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws. The enforceability of such obligations is also subject to usual equity principles, which may limit the specific enforcement of certain remedies, and any indemnity provisions in the Basic Agreements may be limited by court decisions invalidating or limiting such provisions on grounds including public policy. 6. To the best of our knowledge, no suit, action, proceeding or investigation is pending or threatened against the Authority, before any court or government department, commission, board, agency or instrumentality which, if determined adversely, could have a material adverse effect on (i) the title of the officers of the Authority executing the Refunding Bond or the Basic Agreements, (ii) the validity or enforceability of the Refunding Bond or the Basic Agreements, (iii) the authority to execute the Basic Agreements or the Refunding Bond by the Authority or (iv) the proceedings relating to the execution of the Refunding Bond and the Basic Agreements by the Authority. Our opinion expressed herein is for your benefit alone and may not, without our prior written consent, be relied upon any other person, quoted in any document or filed with any government agency. We express no opinion herein as to the business or financial resources of the Authority or of the City of Roanoke, Roanoke County or the City of Salem or their ability or D-3 willingness to provide for the payment of the Refunding Bond as set forth in the Roanoke County Refunding Support Agreement, the Lease Agreement, the City of Roanoke Refunding Support Agreement or the City of Salem Refunding Support Agreement, respectively, as to any matters of real estate title or liens or as to the accuracy or completeness of any information relating to the Refunding Bond that may have been relied upon by anyone in making the decision to purchase the Refunding Bond. Our opinion is expressed as of the date hereof, and we do not assume any obligation to update or supplement our opinion to reflect any fact or circumstance which hereafter comes to our attention or change in law which hereafter occurs. Very truly yours, M" Tax Map Parcel Numbers: 87.07-03-07; 87.07-03-08 EXEMPT FROM CLERK'S FEE PURSUANT TO VIRGINIA CODE SECTION 17.1-266 EXEMPT FROM RECORDATION TAXES PURSUANT TO VIRGINIA CODE SECTION 58.1-811.E GROUND LEASE THIS GROUND LEASE, dated as of June 15, 2020, between the COUNTY OF ROANOKE, VIRGINIA (the "County"), as lessor for indexing purposes, and the WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY, a political subdivision of the Commonwealth of Virginia (the "Authority"), as lessee for indexing purposes. WITNESSETH: WHEREAS, the Authority desires to acquire a leasehold interest in certain real property located in the County as more fully described on Exhibit A attached hereto (the "Leased Property"), and to refinance the acquisition of land located in Roanoke County described as five (5) parcels roughly bounded by and in the vicinity of Interstate 81 and Wood Haven Road, which consists of approximately one hundred six (106) acres, together with such other parcels of real property that may be acquired by the Authority in connection with the Project and related improvements and facilities, including necessary expenses incidental thereto (the "Project") through the issuance by the Authority of its Revenue Refunding Bond, Series 2020 in the maximum principal amount of $10,450,000 (the "Refunding Bond"); and WHEREAS, the Authority and Atlantic Union Bank (the "Bank") have entered into a Bond Purchase and Loan Agreement, dated as of June 15, 2020 (the "Bond Purchase and Loan Agreement"), to provide the terms for the issuance of the Refunding Bond, which will provide funds to refund the Authority's $10,000,000 Revenue Bond, Series 2016 (the "2016 Bond"), for development of the Project as described above and costs of issuing the Refunding Bond; and WHEREAS, the County holds the fee simple title to the Leased Property; and WHEREAS, the County desires to lease its interests in the Leased Property to the Authority to support the refunding of the 2016 Bond and the refinancing of the Project, which Leased Property will be leased to the County pursuant to a Lease Agreement, between the Authority and the County, dated as of the date hereof (the "Lease Agreement"); and WHEREAS, the Authority desires to enter into this Ground Lease in order to support the financing of the Project; and WHEREAS, pursuant to Section 15.2-1800(B) of the Code of Virginia of 1950, as amended (the "Virginia Code"), the County is authorized to enter into leases of real property; Prepared by: Paul C. Jacobson, Virginia State Bar Number 32517 Sands Anderson P.O. Box 1998 Richmond, Virginia 23219 (804)648-1636 NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained, the parties hereto covenant and agree as follows: Section 1. Lease of Property. The County hereby demises and leases to the Authority, and the Authority hereby leases from the County, the Leased Property, together with all improvements now or hereafter located thereon or situated thereon, subject to the terms and provisions of this Ground Lease. The County represents that it is the sole owner of the fee interest in the Leased Property. Section 2. Term. The term of this Lease shall commence on the execution hereof and shall expire at 11:59 p.m., January 15, 2042, unless such term is sooner terminated as hereinafter provided. Section 3. Rental. The Authority shall pay to the County, upon the execution hereof, as and for rental hereunder the sum of $10.00 from the proceeds of the Refunding Bond, as defined in the Lease Agreement, and other valuable consideration upon the execution of this Ground Lease, receipt of which is hereby acknowledged, representing rental of the Leased Property in advance for the term of this Ground Lease. Section 4. Purpose. The Authority shall use the Leased Property solely for the purpose of leasing the same to the County pursuant to the Lease Agreement, as well as for such purposes as may be incidental thereto. Section 5. Title to Leased Property. The County represents and warrants that it is the fee simple owner of the Leased Property. Section 6. Assignment and Sublease. The Authority may assign its rights under this Ground Lease or encumber its rights hereunder or sublet the Leased Property without the consent of the County only (a) in connection with any assignment of its rights under the Lease Agreement, (b) if the Lease Agreement is terminated for any reason, or (c) if an Event of Default, as defined in the Lease Agreement, has occurred and is continuing. Section 7. Fees and Expenses. The County has agreed under the Lease Agreement to pay all reasonable expenses of the Authority arising out of the transactions contemplated by the Basic Agreements (as defined in the Lease Agreement). Section 8. Termination. (a) In the event the County makes all of the payments of Basic Rent and Additional Rent, if any, provided for in the Lease Agreement or upon the expiration of the term hereof, the leasehold estate of the Authority hereunder shall be transferred, conveyed and assigned by the Authority to the County. The Authority agrees, upon such transfer, conveyance, assignment and termination, to surrender the Leased Property to the County, or as instructed by the County after taking all actions necessary by law to permit such transfer, conveyance and assignment and, upon the request of the County to execute an appropriate instrument evidencing such transfer, conveyance and assignment. 2 (b) The County shall not have the right to exclude the Authority from the Leased Property or take possession of the Leased Property other than pursuant to the Lease Agreement or to terminate this Ground Lease prior to the expiration of its term upon any default by the Authority of its obligations hereunder, except that if, upon payment by the County of all amounts specified in Section 4.12 of the Lease Agreement and satisfaction of all other obligations of the County thereunder, the Authority fails to convey its leasehold estate hereunder to the County, then the County shall have the right to terminate this Ground Lease, such termination to be effective 30 days after giving notice of such termination to the Authority. However, in the event of a default by the Authority hereunder, the County may maintain an action for specific performance. Section 9. Quiet Enjoyment. Subject to the Lease Agreement, the Authority at all times during the term of this Ground Lease shall peaceably and quietly have, hold and enjoy the entire leasehold estate created hereunder. Section 10. Notices. All notices to be given under this Ground 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 Authority, c/o Roanoke Valley — Allegheny Reg. Commission, 313 Luck Avenue SW, Roanoke, Virginia 24016 (Attention: Executive Director), or (b) if to the County, 5204 Bernard Drive, Roanoke, Virginia 24018 (Attention: County Administrator). Section 11. Severability. If any provision of this Ground Lease shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof. Section 12. Liability of Authority. No director or officer of the Authority shall be personally liable on the Authority's obligations hereunder. Section 13. Successors and Assigns. This Ground Lease shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Section 14. Counterparts. This Ground 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 Ground Lease. Section 15. Governing Law. This Ground Lease shall be governed by the laws of the Commonwealth of Virginia. Section 16. No Merger. So long as any Basic Rent (as defined in the Lease Agreement) remains unpaid and unless the Bank otherwise consents in writing, the fee simple and the leasehold estates in and to the Leased Property shall not merge but shall always remain separate and distinct, notwithstanding the union of such estates by purchase or otherwise in the Authority, the Bank, the County, any lessee or any third party. 3 IN WITNESS WHEREOF, the parties have caused this Ground Lease to be duly executed as of the date first above written, by their duly authorized representatives. WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY Chairman COMMONWEALTH OF VIRGINIA ) CITY/COUNTY OF ) The foregoing instrument was acknowledged before me in , Virginia, this day of , 2020, by as Chairman of the Western Virginia Regional Industrial Facility Authority. My commission expires: // My Notary Registration number is: Notary Public [Signature Page to Ground Lease] 4 COUNTY OF ROANOKE, VIRGINIA By: Its: COMMONWEALTH OF VIRGINIA ) CITY/COUNTY OF ) County Administrator The foregoing instrument was acknowledged before me in , Virginia, this day of , 2020, by County Administrator of the County of Roanoke, Virginia, on behalf of the County. My Commission Expires: —/—/ My Notary Registration number is: Notary Public [Signature Page to Ground Lease] 5 Exhibit A Property Description The Roanoke County Government Center located at 5204 Bernard Drive, Roanoke, Virginia 24018 on property designated as tax map parcel number 87.07-03-07 and tax map parcel number 87.07-03-08. 0 Tax Map Parcel Numbers: 87.07-03-07; 87.07-03-08 LEASE AGREEMENT between WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY and THE COUNTY OF ROANOKE, VIRGINIA Dated as of June 15, 2020 ALL BASIC RENT (AS DEFINED HEREIN) PAYABLE UNDER THIS LEASE HAS BEEN ABSOLUTELY UNCONDITIONALLY ASSIGNED TO, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF ATLANTIC UNION BANK, ITS SUCCESSORS OR ASSIGNS PURSUANT TO AN ASSIGNMENT AGREEMENT BETWEEN THE WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY AND ATLANTIC UNION BANK, DATED AS OF JUNE 15, 2020, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME. This Lease Agreement is exempt from recording taxes under Section 58.1-807 of the Code of Virginia of 1950, as amended, pursuant to Section 58.1-811E. This Lease Agreement is exempt from clerk's fee pursuant to Section 17.1-266 of the Code of Virginia of 1950, as amended. Prepared by: Paul C. Jacobson, Virginia State Bar Number 32517 Sands Anderson PC P.O. Box 1998 Richmond, Virginia 23219 (804)648-1636 THIS LEASE AGREEMENT, dated as of June 15, 2020, between the WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY a political subdivision of the Commonwealth of Virginia (the "Authority"), as lessor, and the COUNTY OF ROANOKE, VIRGINIA, a county and political subdivision of the Commonwealth of Virginia (the "County"), as lessee; WITNESSETH: WHEREAS, the Authority is a political subdivision of the Commonwealth of Virginia duly created under 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, the Authority is authorized to exercise all the powers set forth in the Act, which include, among other things, the power to lease real property, to issue its revenue bonds, notes and other obligations from time to time for its purposes, and to pledge all or any part of the revenues to secure the payment of such obligations; and WHEREAS, pursuant to a Ground Lease entered into between the Authority and the County as of the date hereof, the Authority is acquiring simultaneously with the execution hereof a leasehold interest in certain real property (the "Leased Property") located in the County, as more fully described in Exhibit A to the Ground Lease and in Exhibit B hereto; and WHEREAS, the Authority has agreed to lease the Leased Property to the County and the County has agreed to lease the Leased Property from the Authority, all in accordance with the terms and conditions of this Lease Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained, the parties hereto do hereby agree as follows: ARTICLE I. DEFINITIONS Section 1.1 Definitions. The following words as used in this Lease Agreement shall have the following meanings unless the context otherwise requires. "Additional Rent" shall mean the payments payable by the County pursuant to Section 4.2(b) hereof during the Lease Term. "Assignment Agreement" shall mean the Assignment Agreement entered into as of the date hereof, by the Authority, relating to the assignment by the Authority of its rights under the Ground Lease and this Lease Agreement, and any and all amendments thereto. "Authority" shall mean the Western Virginia Regional Industrial Facility Authority, a political subdivision of the Commonwealth of Virginia, its successors and assigns. "Bank" shall mean Atlantic Union Bank, and its permitted successors and assigns. "Basic Agreements" shall mean the Ground Lease, the Bond Purchase and Loan Agreement, the Assignment Agreement, this Lease Agreement and the Roanoke County Refunding Support Agreement. "Basic Rent" shall mean the payments payable by the County pursuant to Section 42(a) during the Lease Term. "Board of Supervisors" shall mean the Board of Supervisors of the County, as the governing body of the County. "Bondholder" shall mean the Bank as the purchaser of the Refunding Bond or any subsequent holder of the Refunding Bond. "Bond Purchase and Loan Agreement" shall mean that certain Bond Purchase and Loan Agreement among the Authority and the Bank, dated as of June 15, 2020. "County" shall mean the County of Roanoke, Virginia. "County Administrator" shall mean the County Administrator of the County. "Environmental Laws" shall mean all federal, state and local laws (including common or decisional law), statutes, ordinances and regulations relating to pollution or protection of human health or the environment (including without limitation ambient air, surface, water, ground water, wetlands, land surface or subsurface strata), including without limitation laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials. Environmental Laws include but are not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Federal Insecticide, Fungicide and Rodenticide Act, as amended ("FIFRA"), the Resource Conservation and Recovery Act, as amended ("RCRA") and the Superfund Amendments and Reauthorization Act of 1986, as amended (the "TSCA"). "Environmental Liabilities" shall mean any and all obligations to pay the amount of any judgment or settlement, the cost of complying with any settlement, judgment or order for injunctive or other equitable relief, the cost of compliance, cleanup, remediation, response or other corrective action in response to any notice, demand or request from a governmental authority, the amount of any civil penalty or criminal fine, and any court costs and reasonable amounts for attorney's fees, fees for witnesses and experts, and costs of investigation and preparation for defense of any claim or proceeding, regardless of whether such proceeding is threatened, pending or completed, that have been or may be asserted against or imposed upon the Authority, the County or the Leased Property and arise out of: (a) Failure of the County or the Leased Property to comply at any time with all Environmental Laws; (b) Presence of any Hazardous Materials on, in, under, at or in any way affecting the Leased Property at any time; 2 (c) A release at any time of any Hazardous Materials on, in, at, under or in any way affecting the Leased Property or at, on, in, under or in any way affecting any adjacent site or facility; (d) Identification of the Authority or the County as a potentially responsible party under CERCLA or under any Environmental Law similar to CERCLA; (e) Presence of any above -ground and/or underground storage tanks, as defined in RCRA or in any applicable Environmental Law on, in, at, under or in any way affecting the Leased Property or on, in, at, under or in any way affecting any adjacent site or facility; or (f) Any and all claims for injury or damage to persons or property arising out of exposure to Hazardous Materials originating at the Leased Property or resulting from operation thereof or located at the Leased Property or any adjoining property. "Ground Lease" shall mean the Ground Lease between the County and the Authority, entered into as of the date hereof, and any and all amendments thereto. "Hazardous Materials" shall mean chemicals, pollutants, contaminants, wastes and toxic substances, including without limitation: (a) Solid or hazardous waste, as defined in RCRA or in any Environmental Law; (b) Hazardous substances, as defined in CERCLA or in any Environmental Law; (c) Chemical substances and mixtures, as defined in TSCA or in any Environmental Law; (d) Pesticides, as defined in FIFRA or in any Environmental Law; and (e) Crude oil or fractions thereof, gasoline or any other petroleum product or byproduct, polychlorinated biphenols, asbestos, urea formaldehyde, fluorinated hydrocarbons and radon. "Lease Agreement" shall mean this Lease Agreement and any and all amendments hereto. "Lease Term" shall mean the duration of the leasehold estate created in the Leased Property as provided in Section 4.1. "Leased Property" shall mean the land and existing improvements thereon as further described in Exhibit A to the Ground Lease and Exhibit B to this Lease Agreement. 3 "Net Proceeds" shall mean the gross proceeds from any insurance recovery or condemnation or eminent domain award in connection with the Leased Property less payments for attorney's fees and other expenses incurred in the collection of such gross proceeds. "Payment of Basic Rent" shall mean payment in full of all Basic Rent due and to become due to and including January 15, 2037. "Permitted Encumbrances" shall mean, as of any particular time as to the Leased Property, (a) liens for taxes and special assessments not then delinquent, (b) liens for taxes and assessments which are delinquent but the validity of which is being contested in good faith and with respect to which the County shall have set aside adequate reserves, unless thereby any of the Leased Property or the interest of the County therein may be in danger of being lost or forfeited, (c) this Lease Agreement, the Assignment Agreement and any security interests or other liens created thereby, (d) mechanics' and materialmen's liens incident to construction or maintenance now or hereafter filed of record which are being contested in good faith and have not proceeded to judgment, provided that the County shall have set aside adequate reserves with respect thereto, (e) restrictions, mineral rights, easements, rights of way, exceptions or reservations for the purpose of utilities (including but not limited to water and gas pipelines, sanitary and storm sewers, telephone lines, telegraph lines, power lines, substations and other facilities and equipment used in connection with such utilities), roads, streets, alleys, highways, railroads, dikes, canals, laterals, ditches, and other like purposes, or for the joint or common use of real property, in each case which do not materially impair the use of the Leased Property for the purposes for which it is or may reasonably be expected to be held, (f) such defects, irregularities, encumbrances, easements, rights of way and clouds on title as normally exist with respect to property owned or leased by the County for essential governmental purposes and similar in character to the Leased Property and as will not, in an opinion of independent counsel, impair the use of the Leased Property affected thereby for the purpose for which it is or may reasonably be expected to be held by the County, (g) present or future zoning laws and ordinances, and (h) liens, property interests and rights related to the Refunding Bond. "Project" shall mean certain costs of the development of an industrial park, including the acquisition of land located in Roanoke County described as five (5) parcels roughly bounded by and in the vicinity of Interstate 81 and Wood Haven Road, which consists of approximately one hundred six (106) acres, together with such other parcels of real property that may be acquired by the Authority in connection with the Project and related improvements and facilities, including necessary expenses incidental thereto. "Refunding Bond" shall mean the Authority's $ Revenue Refunding Bond, Series 2020 issued pursuant to the Bond Purchase and Loan Agreement. "Roanoke County Refunding Support Agreement" shall mean the Refunding Support Agreement dated as of June 15, 2020 between the Authority and the County, as such Refunding Support Agreement may be supplemented, amended or modified. M Section 1.2 Rules of Construction. The following rules shall apply to the construction of this Lease 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 the Refunding Bond shall not be deemed to refer to or connote the payment of the Refunding Bond at its stated maturity. (c) Unless otherwise indicated, all references herein to particular Articles or Sections are references to Articles or Sections of this Lease Agreement. (d) The headings and Table of Contents herein are solely for convenience of reference and shall not constitute a part of this Lease Agreement nor shall they affect its meaning, construction or effect. All references herein to payment of the Refunding Bond are references to payment of principal of and premium, if any, and interest on the Refunding Bond. 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) The undertaking by the Authority to lease the Leased Property to the County, has been authorized, in compliance with the Act by the affirmative vote of the required number of the members of the Authority, at a meeting at which a quorum was present and acting throughout; (c) Pursuant to the Act, the Authority has full power and authority to enter into the Basic Agreements and to perform the transactions contemplated thereby and to carry out its obligations thereunder and by proper action has duly authorized, executed and delivered the Basic Agreements and has issued the Refunding Bond; (d) The execution, delivery and compliance by the Authority with the terms and conditions of the Basic Agreements will not conflict with or constitute or result in a default under or violation of (1) the Act, (2) any existing law, rule or regulation applicable to the Authority, or (3) any indenture, 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; and (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 5 execution or delivery of or compliance by the Authority with the terms and conditions of the Basic Agreements; Section 2.2 Representations by County. The County represents, warrants and covenants as follows: (a) The County is a county and political subdivision of the Commonwealth of Virginia; (b) The lease of the Leased Property to the County pursuant to this Lease Agreement will provide security for payments set forth in the Roanoke County Refunding Support Agreement; (c) The County has full power and authority to enter into the Basic Agreements 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 Agreements; (d) 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; (e) 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 Agreements 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 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 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; (f) 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 Agreements to which it is a party; (g) There is no litigation at law or in equity or any proceeding before any court, governmental agency or other public body 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 Agreements to which it is a party, (2) the validity or enforceability of such Basic Agreements or the County's performance of its obligations thereunder, (3) the title of any officer of the County executing such Basic Agreements, (4) the power to use, occupy, manage, equip, furnish or lease the Leased Property or (5) that will materially or adversely affect the County's financial condition or its or the County's ability to occupy and maintain the Leased Property. 0 (h) Except as set forth herein, there are no present or, nor to the knowledge of the County, past actions, activities, circumstances, conditions, events or incidents, including without limitation, any release of any Hazardous Materials, that could form the basis for assertion of any Environmental Liability with respect to the Leased Property against the County, the Authority, the Bank or the Leased Property. The County will comply with all Environmental Laws applicable to the County and the Leased Property, as they may exist from time to time. The County has not received any communication in any form from any governmental environmental authority alleging that the County, with respect to the Leased Property, is not in compliance with any Environmental Law. (i) Until termination of the Lease Term, the County intends to occupy and utilize the Leased Property as described in this Lease Agreement or for any other use which is permissible under the Act and the Code of Virginia of 1950, as amended. The County will not use or occupy the Leased Property or permit any portion thereof to be used or occupied (i) contrary to any law or regulation in effect now or in the future (and without regard to any change of government policy) or (ii) in any manner which will (a) cause structural injury to any part of the Leased Property, (b) cause the value or the usefulness of the Leased Property to diminish (ordinary wear and tear excepted), (c) constitute a public or private nuisance or (d) result in waste to the Leased Property; nor will it do or permit anything to be done on or about the Leased Property that will affect, impair or contravene any policies of insurance that may be carried on the Leased Property or with respect to its use. 0) The Leased Property is not located in a special flood hazard area according to the Federal Emergency Management Agency ("FEMA"). ARTICLE III. LEASING OF THE LEASED PROPERTY Section 3.1 Demise of Leased Property. The Authority demises and leases to the County and the County leases from the Authority the Leased Property, for the term set forth in Section 4.1 and the Basic Rent set forth in Section 4.2 and in accordance with the terms of this Lease Agreement. The Authority hereby agrees to perform the obligations imposed upon it as lessee under the Ground Lease. Subject to the provisions of Articles VI and VII, the County shall be entitled to possession of the Leased Property, from time to time. Section 3.2 Agreement to Issue Refunding Bond to Finance the Project. Contemporaneously with the execution and delivery hereof, the Authority shall issue the Refunding Bond to finance the Project and pay certain costs of issuance of the Refunding Bond. THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE COUNTY WILL HAVE QUIET AND PEACEFUL POSSESSION OF THE LEASED PROPERTY, except that the Leased Property is free from encumbrances done, made or knowingly suffered by the Authority or anyone claiming by, through or under it other than the Assignment Agreement. The County recognizes that since the Leased Property has been designed, acquired, constructed, equipped and furnished at the County's request and by contractors and suppliers selected by the County in accordance with plans and specifications prepared by architects or engineers selected by the County, THE AUTHORITY MAKES NO 7 REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY PART OF THE LEASED PROPERTY OR ITS SUITABILITY FOR THE COUNTY'S PURPOSE OR NEEDS. Section 3.3 Default in Contractor's Performance. In the event of default of any contractor or subcontractor under any construction contract in connection with the Leased Property, the County will promptly proceed, either separately or in conjunction with others, to exhaust the remedies of the Authority, or the County as agent for the Authority, against the contractor or subcontractor in default and against each surety for the performance of such contractor. The County agrees to advise the Authority and the Bondholder, in writing, of the steps it intends to take in connection with any such default. The County may, in good faith and at the expense of the County in its own name or in the name of the Authority, by notice from the County to the Authority and the Bondholder, prosecute or defend any action or proceeding or take any other action involving such contractor, subcontractor or surety which the County deems reasonably necessary, and in such event the Authority hereby agrees to cooperate fully with the County. Any amounts recovered by way of damages, refunds, adjustments or otherwise, net of reasonable expenses related thereto, in connection with the foregoing shall be paid to the County, to reimburse the County for any costs it incurred in connection with the foregoing and then to the Bondholder for repayment of the Refunding Bond. ARTICLE IV. LEASE TERM; PAYMENT OF RENTALS; MAINTENANCE; INSURANCE Section 4.1 Lease Term. The Lease Term shall commence on the date of execution hereof and, unless sooner terminated in accordance with the provisions hereof, shall terminate at 11:59 p.m. on January 15, 2037, or if all payments required by this Lease Agreement (including those subject to appropriation) or in respect of the Refunding Bond have not been made on such date, when all such payments shall have been made. Section 4.2 Rental Payments. (a) During the Lease Term, commencing on January 15, 2021, the County shall pay Basic Rent to the Authority in accordance with Exhibit A hereto on or before the date such Basic Rent is due. Each Basic Rent Payment, which shall include an interest component and may include a principal component shall be paid in lawful money of the United States of America. Such payments of Basic Rent shall also constitute payment, dollar for dollar, of Basic Payments under the Roanoke County Refunding Support Agreement. (b) The County shall also pay when due any additional rent ("Additional Rent") which shall include amounts under Section 6.6 and Section 4.3 hereunder, if any, required by any obligations or agreements made hereunder. The obligations of the County to make the payments of Basic Rent and Additional Rent which shall include, but not be limited to, amounts under Section 4.2, Section 4.3 and Section 6.6 hereunder, if any and to perform and observe the other agreements contained herein shall be absolute and unconditional except as provided in Section 4.5. Such payments of Additional Rent shall also constitute payment, dollar for dollar, of Additional Payments under the Roanoke County Refunding Support Agreement. Section 4.3 Prepayment of Rentals; Option to Purchase. The County may, at any time, at its option, elect by 30 days notice to the Bondholder and the Authority to make on any date that a payment of Basic Rent is due, prepayments of the principal component of Basic Rent in whole or in part, by paying such principal component of Basic Rent then due and any interest accrued on the amount prepaid to the redemption or prepayment date. The Bondholder shall apply the amounts so prepaid in such manner as shall be consistent with the provisions hereof to redeem, prepay or defease the Refunding Bond. Any such prepayments of principal components of Basic Rent paid plus interest accrued to the redemption or prepayment date shall be considered as Additional Rent hereunder. Section 4.4 [Reserved] Section 4.5 Appropriations of Basic Rent and Additional Rent, if any; Declaration of Essentiality. The Board of Supervisors reasonably believes that funds sufficient to make all payments of Basic Rent and Additional Rent during the term of this Lease Agreement can be obtained. While recognizing that it is not empowered to make any binding commitment to make payments of Basic Rent and Additional Rent, if any, beyond the current fiscal year, the Board of Supervisors in authorizing the execution of this Lease Agreement has stated its intent to make annual appropriations sufficient to make the payments of Basic Rent and Additional Rent, if any, and it has recommended that future Boards of Supervisors continue to do so during the term of this Lease Agreement. The Board of Supervisors hereby declares the nature of the Leased Property essential to the efficient operation of the County. The Board of Supervisors anticipates that the need for the Leased Property will not change during the term of this Lease Agreement. Notwithstanding anything in this Lease Agreement to the contrary, the County's obligations to pay the cost of performing its obligations under this Lease Agreement, including without limitation its obligations to pay all Basic Rent, shall be subject to and dependent upon appropriations being made from time to time by the Board of Supervisors for such purpose; provided, however, that the County Administrator or other officer charged with the responsibility for preparing the County's annual budget shall include in the budget for each fiscal year the amount of the Basic Rent and Additional Rent, if any, due during such fiscal year. Throughout the Lease Term, the County Administrator shall deliver to the Bondholder and the Authority within thirty days after the adoption of the budget for each fiscal year, but not later than the beginning of each fiscal year, a certificate stating whether an amount equal to the Basic Rent and Additional Rent which will be due during the fiscal year beginning July lst has been appropriated by the Board of Supervisors in such budget. If, by July 10, the Board of Supervisors has not appropriated Basic Rent for the then current Fiscal Year, the County Administrator shall give written notice to the Board of Supervisors of the consequences of such failure to appropriate, including the right of the Bondholder to terminate this Lease Agreement in accordance with Article VII. 0 Section 4.6 Insurance. The County shall continuously maintain insurance against such risks and in such amounts as are customary for public bodies owning similar projects, including without limitation: (a) public liability insurance to the extent of $1,000,000 per occurrence against liability for bodily injury, including death resulting therefrom, and for damage to property, including loss of use thereof, arising out of the ownership, operation or occupation of the Leased Property; (b) workers' compensation insurance with respect to the Leased Property; (c) coverage to the extent of the full replacement cost of the Leased Property against loss or damage by fire or lightning, with broad form extended coverage, including damage by windstorm, explosion, aircraft, smoke, sprinkler leakage, vandalism, malicious mischief and such other risks as are normally included within such coverage (limited only as may be provided in the standard form for such coverage at the time in use in the Commonwealth of Virginia); and (d) comprehensive automobile liability insurance against liability for bodily injury, including death resulting therefrom, and for damage to property, including loss of use thereof, arising out of the ownership, maintenance or use of the Leased Property. (e) If any buildings, fixtures or other improvements are located on any portion of the Leased Property that is located in a special flood hazard area according to FEMA, then the County shall maintain a flood insurance policy on the Leased Property. If at any time during the term of the Agreement, such portion of the Leased Property is classified by FEMA as being located in a special flood hazard area, flood insurance will be mandatory. Should this occur, federal law requires the Bank to notify the County of the reclassification. If, within forty-five (45) days of receipt of notification from the Bank that any portion of the Leased Property has been reclassified by the FEMA as being located in a special flood hazard area, the County has not provided sufficient evidence of flood insurance, the Bank is mandated under federal law to purchase flood insurance on behalf of the County, and any amounts so expended shall immediately become debts of the County, shall bear interest at the rate of interest on the Refunding Bond, and payment thereof shall be secured by the Assignment Agreement and this Lease Agreement. Such insurance required by this subsection shall be in an amount equal to 100% of the replacement cost of the Leased Property (except that such insurance may be subject to a reasonable and customary deductible clause for any one loss); provided, however, that in no event shall such insurance be maintained in an amount less than the aggregate Basic Rent payments designated as Principal. All such insurance shall be taken out and maintained with generally recognized responsible insurers selected by the County and acceptable to the Bondholder and may be written with deductible amounts comparable to those on similar policies carried by other public bodies owning and operating similar facilities. The Bondholder may request an increase of coverages on a reasonable basis. If any such insurance is not maintained with an insurer licensed to do business in Virginia or placed pursuant to the requirements of the Virginia Surplus Lines Insurance Law Article, Chapter 48, Title 38.2, Code of Virginia of 1950, as amended, or any 10 successor provision of law, the County shall provide evidence reasonably satisfactory to the Bondholder that such insurance is enforceable under the laws of the Commonwealth of Virginia. In each policy, other than policies of workers' compensation insurance, the Bondholder and the Authority shall be named as additional insureds to the extent their interests may appear. The policies of insurance required by subsection (c) above shall require that all Net Proceeds resulting from any claims be paid to the Bondholder and the County. The County hereby irrevocably assigns, transfers and sets over to the Bondholder all right, title and interest of the County, in such Net Proceeds; provided, however, if the Net Proceeds payable under any one claim shall not exceed $250,000 and no event has occurred or is continuing that constitutes or that, by notice or lapse of time, or both, would constitute an Event of Default under this Lease Agreement, such Net Proceeds shall be paid to the County to be used for purposes set forth in Section 5.1(b)(1) or (2). All such policies shall be deposited with the Bondholder, provided that in lieu of such policies there may be deposited with the Bondholder and the Authority a certificate or certificates reasonably satisfactory to the Bondholder of the respective insurers attesting to the fact that the insurance required by this Section is in full force and effect. Prior to the expiration of any such policy, the County shall furnish the Bondholder and the Authority evidence satisfactory to the Bondholder and the Authority that the policy has been renewed or replaced or is no longer required by this Lease Agreement. Unless a policy with such an undertaking is available only at a cost which the County, with the approval of the Bondholder, determines to be unreasonable, each policy shall contain an undertaking by the insurer (in form commercially reasonable for similar insurers) that such policy shall not be modified adversely to the interests of the Bondholder or the Authority or cancelled without at least 30 days' prior notice to the Bondholder and the Authority. In lieu of policies of insurance written by commercial insurance companies meeting the requirements of this Section, the County may maintain a program of self insurance or participate in group risk financing programs, risk pools, risk retention groups, purchasing groups and captive insurance companies, and in state or federal insurance programs; provided, however, that such alternative is reasonably acceptable to the Bondholder (based on a favorable written opinion of an independent insurance consultant having a favorable reputation for skill and experience in such work). To the extent losses for any damage to the Leased Property, however caused, are paid from the Net Proceeds of any insurance required by this Section, no claim shall be made and no suit shall be brought against the County by the Bondholder or anyone else claiming by, through or under it. Section 4.7 Maintenance; Expenses of Maintenance; Taxes. Subject to Sections 4.5, 5.1 and 5.2, the County shall maintain, preserve and keep the Leased Property in good condition. The County shall not abandon the Leased Property, during the Lease Term except pursuant to Section 7.1. Subject to Section 4.5, the County shall pay, in addition to the payments provided for in Sections 4.2 and 4.6, all of the expenses of maintenance, occupancy and use of the Leased Property. The County shall pay any and all taxes and assessments payable with respect to the Leased Property. 11 Section 4.8 Net Lease. This Lease Agreement shall be deemed and construed to be a net lease, and during the Lease Term, the County shall pay Basic Rent and Additional Rent, if any, free of all deductions, diminutions and set -offs, and without abatement for casualty, loss of title, condemnation or any other reason whatsoever. Section 4.9 Proof of Payment of Taxes, etc. The County shall pay all taxes, utility charges, insurance premiums and other charges or payments required to be paid by the County under this Lease Agreement and furnish the Bondholder or the Authority, upon request, proof of payment of any such taxes, utility charges, insurance premiums, or other charges or payments required to be paid by the County under this Lease Agreement. Section 4.10 No Encumbrances. The County shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Property, or the rights of the County and the Authority as herein provided, other than Permitted Encumbrances. Subject to Section 4.5, the County shall promptly and duly discharge any such mortgage, pledge, lien, charge, encumbrance or claim not excepted above if the same shall arise at any time. Section 4.11 Installation of County's Own Furnishings and Equipment. The County may from time to time, in its discretion and at its own expense, install furnishings and equipment at the Leased Property. All furnishings and equipment so installed by the County shall remain property of the County, in which neither the Authority nor the Bondholder shall have any interest and may be modified or removed at any time while the County is not in default under this Lease Agreement, except that all such furnishings and equipment shall be subject to a landlord's lien to the extent permitted under the laws of the Commonwealth of Virginia. Nothing contained in this Section shall prevent the County from purchasing furnishings and equipment and creating purchase money security interests therein pursuant to the Uniform Commercial Code of Virginia as security for the unpaid portion of the purchase price thereof, and each such security interest with respect to furnishings and equipment purchased by it under the provisions of this Section after the delivery of the Assignment Agreement shall, if appropriate financing statements are duly filed for record simultaneously with or prior to the installation of the Leased Property, or the furnishings and equipment covered thereby, be prior and superior to such landlord's lien. The County shall pay as due the purchase price of and all costs and expenses with respect to the acquisition and installation of any furnishings and equipment installed by it pursuant to this Section. The provisions of this Section shall not apply to any furnishings or equipment that constitute fixtures under applicable law. Section 4.12 Transfer at End of Lease Term. The Authority's leasehold estate in the Leased Property shall be transferred, conveyed and assigned to the County after payment by the County of all payments due hereunder whether pursuant to Section 4.2 or 4.3, and Additional Rent, if any, subject to the taking of any actions required by law prior to such consequence, transfer or assignment. Section 4.13 [Reserved] 12 Section 4.14 [Reserved] Section 4.15 Indemnification for Environmental Liabilities. To the extent permitted by law, the County agrees to defend, indemnify and save harmless the Authority and the Bondholder from and against any and all Environmental Liabilities to which the Authority or the Leased Property is or may become subject or which may be alleged or asserted against the Bondholder or the Authority. Section 4.16. Recording and Filing. The County will, at its expense, record a counterpart of this Lease Agreement, the Ground Lease and the Assignment Agreement in the Office of the Clerk of the Circuit Court of the County, on or before the date of delivery of the Refunding Bond or as otherwise directed by the Bondholder. Section 4.17. Subletting by County. (a) The County may sublease up to 10% of the space in the Leased Property without the consent of the Authority and the Bondholder; provided, however, that no sublease will be made if it would (i) have any adverse effect upon or affect or reduce the County's obligations under this Lease Agreement, (ii) be to a party that could not under the Act be the lessee from the Authority of all or any portion of the Leased Property, or (iii) be contrary to law. (b) No sublease will relieve the County from primary liability for any of its obligations under this Lease Agreement, and the County will continue to remain primarily liable for the payment of Basic Rent and for the observance and performance of all of the County's other agreements under this Lease Agreement in accordance with, and subject to, its terms, including without limitation, the non -appropriation provisions hereof. (c) Each sublessee pursuant to this Section will, to the extent of the interest subleased to it, in writing (i) assume and agree to perform the obligations of the County under this Lease Agreement and (ii) agree to attorn to the Authority and any other successor in interest to the Authority (whether pursuant to this Lease Agreement, the Assignment Agreement or otherwise). (d) The County will promptly deliver executed counterparts of each sublease pursuant to this Section to the Authority and the Bondholder. Section 4.18 Indemnification. To the fullest extent permitted by law, the County, at all times, shall protect, indemnify and save harmless the Authority and the Bondholder (collectively, "Indemnitees") from and against all liabilities, obligations, claims, damages, penalties, fines, losses, costs and expenses (including, without limitation, reasonable attorney fees) for all acts or failure to act (or alleged failure to act) in connection with the Leased Property, the issuance and servicing of the Refunding Bond and the maintenance and preservation of the Leased Property, including without limitation; (i) all amounts paid in settlement of any litigation commenced or threatened against the Indemnitees, if such settlement is effected with the written consent of the County; (ii) all expenses reasonably incurred in the investigation of, preparation for or defense of any litigation, proceeding or investigation of any nature whatsoever, commenced or threatened against the County, the Leased Property, or the 13 Indemnitees; (iii) the full amount of any judgments, penalties, fines, damages, assessments, indemnities or contributions; and (iv) the reasonable fees and expenses of attorneys, auditors and consultants. The foregoing indemnity shall be effective only to the extent of any loss that may be sustained by the Indemnitees in excess of the Net Proceeds received from any insurance carried with respect to such loss, and the benefits of this Section shall not inure to any person other than the Indemnitees. Nothing contained herein shall require the County to indemnify the Indemnitees for any claim or liability resulting from their gross negligence or willful or wrongful acts or, with respect to the Bondholder, resulting from its negligence. All references in this Section to the Indemnitees shall include their members, directors, officers, employees and agents. Section 4.19 Advances. If the County fails to make any payment or perform any act required of it under this Lease Agreement or any of the Basic Documents, the Authority or the Bondholder, without prior notice to or demand upon the County and without waiving or releasing any obligation or default, may (but will be under no obligation to) make the payment or perform the act. All amounts so paid by the Authority or the Bondholder and all costs, fees and expenses so incurred as to such payment and performance will be payable by the County as Additional Rent hereunder. Section 4.20 Bondholder's Rights to Enforce Payment. The County acknowledges and consents to the provisions of the Assignment Agreement which permit the Bondholder in its name or in the name of the Authority to enforce on behalf of the Bondholder all rights of the Authority and all obligations of the County under and pursuant to this Lease Agreement providing for any payment to be made by the County under this Lease Agreement or any of the Basic Agreements. Section 4.21 Inspection. The Authority, the Bondholder and their respective duly authorized agents, have such rights of access to the Project as may be reasonably necessary for the proper maintenance of the Project in the event of the County's failure to perform its obligations under Section 6.1 hereof. The Authority, Bondholder, and their duly authorized agents, upon all mutually and reasonably agreed times convenient to the County, may enter upon, examine and inspect any part of the Project and to examine the books and records of the County insofar as they relate to the operations and maintenance of the Leased Property. ARTICLE V. DAMAGE, DESTRUCTION OR CONDEMNATION Section 5.1 Damage or Destruction. (a) The County shall notify the Bondholder and the Authority immediately in the case of damage to or destruction from fire or other casualty of the Leased Property, or any portion thereof during the Lease Term in an amount that the County, determines in good faith will cost more than $100,000 but less than $250,000 to repair, reconstruct and restore. If the 14 County determines in good faith that such cost will not exceed $250,000, the County, shall (1) retain the Net Proceeds with respect to such damage or destruction, (2) forthwith repair, reconstruct and restore such portion of the Leased Property so damaged or destroyed to substantially the same condition as it had existed prior to the event causing such damage or destruction, and (3) apply Net Proceeds retained by it to the payment or reimbursement of the costs of such repair, reconstruction and restoration. If such Net Proceeds are not sufficient to pay in full the cost of such repair, reconstruction and restoration, the County shall, subject to Section 4.5, pay so much thereof as is in excess of such Net Proceeds. (b) If the Leased Property, or any portion thereof is damaged or destroyed by fire or other casualty during the Lease Term and the County determines in good faith that the cost of repairing, reconstructing and restoring such damage or destruction will exceed $250,000 then the County shall, upon the following conditions and within 90 days after the date such damage or destruction occurs, elect one of the following two options by giving notice of such election to the Bondholder and the Authority, and the Bondholder shall disburse such Net Proceeds in accordance with the option so elected: (1) Option A - Repair and Restoration. The County may elect to repair, reconstruct and restore the Leased Property. If the County elects this Option A, then the County shall proceed forthwith to repair, reconstruct and restore the Leased Property to substantially the same condition as had existed prior to the event causing such damage or destruction, with such alterations and additions as the County may determine to be necessary or desirable and as will not impair the capacity or character of the Leased Property, for the purposes for which it had been used prior to such damage or destruction or is intended to be used. Upon any election of this Option A, the County shall deposit or cause to be deposited all Net Proceeds in a special account satisfactory to the Bondholder (the "Escrow Account") for the portion of the Leased Property as to which such Net Proceeds had been paid. So long as the County is not in default under this Lease Agreement, the County may apply so much as may be necessary of such Net Proceeds to payment of the cost of such repair, reconstruction and restoration, either on completion thereof or as the work progresses with the written consent of the Bondholder (which consent shall not be unreasonably withheld). If such Net Proceeds are not sufficient to pay in full the cost of such repair or reconstruction, the County shall pay, subject to Section 4.5, within 45 days of receipt of such Net Proceeds, so much of the cost thereof as may be in excess of such Net Proceeds for deposit in the Escrow Account. The County shall not by reason of the payment of such excess cost be entitled to any (A) interest in the Leased Property which it did not possess prior to such payment, (B) reimbursement from the Authority or the Bondholder, or (C) abatement or diminution of Basic Rent or additional rent. (2) Option B - Prepayment of Basic Rent. The County may elect to have such Net Proceeds (together with other monies available therefor) applied to the prepayment of all of the principal component of Basic Rent, plus interest accrued to the date of prepayment set forth in Section 4.3. Section 5.2 Condemnation and Loss of Title. (a) In the case of a taking of all or any part of the Leased Property or any right therein under the exercise of the power of eminent domain or any loss of all or any part of the 15 Leased Property because of loss of title thereto, or the commencement of any proceedings or negotiations which might result in such a taking or loss, the party upon whom notice of such taking is served or with whom such proceedings or negotiations are commenced or who learns of a loss of title shall give prompt notice to the other and to the Bondholder. Each such notice shall describe generally the nature and extent of such condemnation, taking, loss, proceedings or negotiations. All obligations of the County under this Lease Agreement (except obligations to pay Basic Rent when due) shall terminate as to the Leased Property or portion thereof as to which there is a loss of title or which is condemned or taken when such loss of title is finally adjudicated or when title thereto vests in the party condemning or taking the same, as the case may be (hereinafter referred to as the "Termination Date"). The County shall pay over to the Bondholder (and hereby irrevocably assigns, transfers and sets over to the Bondholder) all right, title and interest of the County in and to any Net Proceeds payable as to any such loss of title, condemnation or taking during the Lease Term. The Bondholder shall hold such Net Proceeds for disbursement or use by the County in accordance with the option so elected: (b) In the event of any such loss of title, condemnation or taking, the County shall, upon the following conditions and within 90 days after the termination date therefor, elect either or both of the following two options by giving notice of such election to the Bondholder and the Authority: (1) Option A - Repairs, Restoration and Improvements. The County may elect to have the Net Proceeds as to such loss of title, condemnation or taking used to replace, repair, restore or reconstruct the Leased Property as to which there has been a loss of title, condemnation or taking to substantially its condition prior to such loss of title, condemnation or taking. Upon any exercise of this Option A, the County shall deposit any such Net Proceeds in the Escrow Account. So long as an Event of Default has not occurred and is not continuing, the County shall apply so much as may be necessary of the Net Proceeds received by it on account of such loss of title, condemnation or taking to payment of such repair, reconstruction or restoration (either on completion thereof or as the work progresses) with the written consent of the Bondholder (which consent shall not be unreasonably withheld). If such Net Proceeds are not sufficient to pay in full the cost of such restoration, the County shall pay, subject to Section 4.5, within 90 days of receipt of such Net Proceeds, so much of the cost thereof as may be in excess of such Net Proceeds for deposit in the Escrow Account. The County shall not by reason of the payment of such excess cost be entitled to any (A) interest in the Leased Property which it did not possess prior to such payment, (B) reimbursement from the Authority or the Bondholder, or (C) abatement or diminution of the Basic Rent or additional rent, if any. (2) Option B - Prepayment of Basic Rent. The County may elect to apply the Net Proceeds (together with other monies available therefor) to the prepayment of all of the principal component of Basic Rent, interest accrued to the date of prepayment as provided under Section 4.3 hereof. (c) The Authority shall, at the expense of the County cooperate fully with the County in the contest of any prospective or pending condemnation proceedings or in any contest over title with respect to the Leased Property, or any part thereof and shall, to the extent they may lawfully do so, permit the County to litigate, at the expense of the County in any such 16 proceeding in the name and behalf of the Authority. In no event shall the Authority settle, or consent to the settlement of, any prospective or pending condemnation proceedings, or proceedings as to title, with respect to the Leased Property or any part thereof without the consent of the County. ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES Section 6.1 Events of Default. (a) The following shall be "events of default" under this Lease Agreement, and the terms "event of default" or "default" shall mean, whenever they are used in this Lease Agreement, any one or more of the following events: (1) Failure of the County to pay when due any payment required to be paid under Sections 4.2 and 4.3; (2) Failure of the County to pay when due any payment due under this Lease Agreement, other than payments under Sections 4.2 and 4.3, or to observe and perform any covenant, condition or agreement on its part to be observed or performed (except as provided in (a)(4) and (a)(5) below), 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 after notice is given, failure of the County to proceed promptly to cure the same and thereafter prosecute the curing of such default with due diligence; (3) Bankruptcy or insolvency of the County, the appointment of a receiver of the Leased Property or failure by the County to lift any execution or attachment on the Leased Property, or any portion thereof, which failure shall continue for a period of 60 days after written notice is given, or in the case of any such default that cannot with due diligence be cured within such 60 days period but can be cured within the succeeding 60 days, failure of the County to proceed promptly to cure the same and thereafter prosecute the curing of such default with due diligence; (4) Failure to insure the Leased Property pursuant to Section 4.6(c); (5) Failure to perform its obligations under Section 2.2(h). (b) The provisions of the foregoing subparagraph (a)(2) are 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 other than those set forth in Sections 4.2, 4.5, 4.6, 4.7, 4.9, 4.10, 4.13, 4.14 and 4.15, the County shall not be deemed in default during the continuance of such inability. The term "force maj eure" 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; landslides; lightning; earthquakes; 17 fires; hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the County as applicable. 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. (c) Notwithstanding anything contained in this Section to the contrary, failure by the County to pay when due any payment required to be made under this Lease Agreement or failure by the County to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Lease Agreement resulting from failure of the Board of Supervisors to appropriate moneys for such purposes, as described in Section 4.5, shall not constitute an event of default. Upon any such failure to appropriate, the provisions of Article VII shall be applicable. Section 6.2 Remedies. Whenever any event of default shall have happened and is continuing, the Authority or the Bondholder, as assignee of the Authority may take any one or more of the following remedial steps, without further demand or notice: (a) declare the entire unpaid principal balance of Basic Rent due and thereafter to become due immediately due and payable; (b) reenter and take possession of any part or all of the Leased Property, with or without terminating this Lease Agreement, exclude the County from possession, and sell or lease the County's leasehold estate in the Leased Property for the account of the County holding the County liable for all Basic Rent and other payments due up to the effective date of such sale or lease and for the difference between the purchase price, rent and other amounts paid by the purchaser or lessee pursuant to such sale or lease and the rents, interest calculated pursuant to subparagraph (a) above, and the Basic Rent and other amounts payable by the County hereunder; or (c) take whatever action at law or in equity may appear necessary or desirable to collect the Basic Rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the County under this Lease Agreement. In any of such cases, all rights and interests created or then existing in favor of the County as against the Authority hereunder shall cease and terminate, and the right to the possession of the Leased Property and all other rights acquired by the County hereunder shall revert to and revest in the Authority without any act of re-entry, or any other act of the Authority to be performed and without any right of the County of return, reclamation or compensation for moneys paid under this Lease Agreement as absolutely, fully and perfectly as if this Lease Agreement and such payments had never been made; and in case of such default all payments theretofore made on this Lease Agreement are to be retained by and belong to the Authority as the agreed and reasonable rent of the Leased Property up to the time of such default. 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 all amounts due such excess shall be deposited with the Bondholder and credited to the next required payment. Section 6.3 Reinstatement after Event of Default. Notwithstanding the exercise by the Authority of any remedy granted by Section 6.2, unless the Authority shall have sold its 18 leasehold estate in the Leased Property or shall have entered into an agreement providing for the re -letting of the Leased Property for at least one year, if the balance of the Basic Rent shall have been accelerated pursuant to Section 6.2(a) and all overdue Basic Rent, together with any interest thereon, and all Additional Rent shall have been paid, then the County's default under this Lease Agreement shall be waived without further action by the Authority. Upon such payment and waiver, this Lease Agreement shall be fully reinstated and all Basic Rent payments will be due and payable in accordance with Exhibit A, and the County shall be restored to the use, occupancy and possession of the Leased Property; provided, however, if all or any part of the Leased Property has been re -let for less than one year, the County shall not be restored to the use, occupancy and possession thereof until the end of such lease. Section 6.4 No Remedy Exclusive. No remedy conferred by this Lease 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 6.5 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 shall any waiver by the Authority of any breach of any provision hereof be held to be a waiver of any succeeding breach or any such provision, or as a waiver of the provision itself. Section 6.6 Attorney's Fees and Other Expenses. The County shall on demand pay to the Authority and the Bondholder the reasonable fees of attorneys and other reasonable expenses incurred by either of them in the collection of appropriated, but unpaid, Basic Rent, or the enforcement of any other obligation of the County or its agents, upon an Event of Default. ARTICLE VII. TERNIINATION OF LEASE Section 7.1 Right to Terminate. If as a result of failure of the Board of Supervisors to appropriate moneys for such purposes, any payments of Basic Rent or Additional Rent are not made when due, either party hereto or the Bondholder as assignee of the Authority shall have the right to terminate this Lease Agreement by giving notice of the exercise of its rights pursuant to this Section to the other party and the Bondholder. If the Authority terminates this Lease Agreement, its notice to the County and the Bondholder shall specify a date not sooner than 30 days and not later than 90 days thereafter for such termination. 19 Section 7.2 Rights upon Termination. Upon termination of this Lease Agreement, the Authority may exclude the County from possession of the Leased Property and sell or lease the County's leasehold estate in the Leased Property, in the manner provided by Section 6.2(b) and the County must comply with its covenant contained therein. Section 7.3 Reinstatement after Termination. Notwithstanding any termination of this Lease Agreement in accordance with Section 7.1, this Agreement shall be fully reinstated, and the County shall be restored to the use, occupancy and possession of the Leased Property if the conditions set forth in Section 6.3 are satisfied. ARTICLE VIII. ASSIGNMENT AGREEMENT; AND AMENDMENTS Section 8.1 Assignment Agreement. Simultaneously with the execution of this Lease Agreement, the Authority has entered into the Assignment Agreement with the Bondholder. The County shall not be obligated to take any notice of any sale, assignment, pledge, mortgage, transfer or other disposition of any interest in this Lease Agreement by the Authority, unless such sale, assignment, pledge, mortgage, transfer or other disposition is undertaken in accordance with the Assignment Agreement. Section 8.2 Covenants of the County. The County acknowledges and confirms all covenants and representations set forth with respect to the County in the Bond Purchase and Loan Agreement and agrees to comply with all other obligations imposed upon it therein. Section 8.3 Assignment. Simultaneously with the execution of this Lease Agreement, the Authority has entered into the Assignment Agreement by which the Authority assigns all of its rights in and to this Lease Agreement (except its rights to receive payment of its expenses, to receive indemnification, to receive notices and to give consents) to the Bondholder for its benefit as the Holder of the Refunding Bond. The County hereby (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 Bondholder to effect such assignment, (c) agrees to make all payments due to the Authority under this Lease Agreement directly to the Bondholder (except its rights to receive payment of its expenses, to receive indemnification, to receive notices and to give consents), subject to Section 4.5, 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 herein to the Authority shall include the Bondholder for its benefit as the Holder of the Refunding Bond and its successors and assigns, whether or not specific reference is otherwise made to the Bondholder, unless the context requires otherwise. Notwithstanding the foregoing, no such assignment or reassignment (other than pursuant to the Assignment Agreement) of any of the Authority's right, title or interest in this Lease Agreement or the Leased Property shall be effective unless and until the County shall have received prior written notice of such assignment or reassignment, disclosing the name and address of such assignee. During the Lease Term, the County shall keep a complete and accurate record of all such assignments. 20 Section 8.4 Amendments. This Lease Agreement may be amended by the County and the Authority, with the consent of the Bondholder (but with prior written notice), for purposes of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Lease Agreement, or in regard to matters or questions arising under this Lease Agreement, as the County with the consent of the Bondholder may deem necessary or desirable and not inconsistent with this Lease Agreement and the Bond Purchase and Loan Agreement. Section 8.5 No Merger. So long as any Basic Rent remains unpaid and unless the Bondholder otherwise consents in writing, the fee simple and the leasehold estates in and to the Leased Property shall not merge but shall always remain separate and distinct, notwithstanding the union of such estates by purchase or otherwise in the Authority, the Bondholder, the County, any lessee or any third party. ARTICLE IX. MISCELLANEOUS Section 9.1 Notices. Unless otherwise provided in this Lease Agreement, all demands, notices, approvals, consents, requests, opinions and other communications under this Lease Agreement must be in writing and will be deemed to have been given when delivered in person, or by overnight delivery service or other express courier service, or when mailed by registered or certified mail, postage prepaid, addressed (i) if to the County, 5204 Bernard Drive, Roanoke„ Virginia 24018 (Attention: County Administrator), (ii) if to the Authority, c/o Roanoke Valley — Allegheny Regional Commission, 313 Luck Avenue SW, Roanoke, Virginia 24016 (Attention: Executive Director) and (iii) if to the Bank (or Bondholder), at 111 Franklin Road, SE, Suite 110, Roanoke, Virginia 24011 (Attention: H. Victor Gilchrist). A duplicate copy of each demand, notice, approval, consent, request, opinion or other communication given under this Lease Agreement by either the Authority or the County to the other will also be given to the Bank. The Authority, the County and the Bondholder may, by notice given under this Lease Agreement, designate any additional or different addresses or persons to which subsequent demands, notices, approvals, consents, requests, opinions or other communications are to be sent. Section 9.2 Severability. If any provision of this Lease Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof. Section 9.3 [Reserved] Section 9.4 Liability of Authority. Notwithstanding any provision of the Refunding Bond or the Basic Agreements to the contrary, the obligations of the Authority under the Refunding Bond and the Basic Agreements are not general obligations of the Authority, but are limited obligations as described in the Refunding Bond and the Bond Purchase and Loan Agreement. No director or officer of the Authority shall be personally liable on the Authority's obligation hereunder. The Authority shall not be liable for the actions of the County, as its agent, or for any actions of the County under the Basic Agreements. 21 Section 9.5 Successors and Assigns. This Lease Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Section 9.6 Counterparts. This Lease Agreement may be executed in any number of counterparts, each of which shall be an original, together shall constitute but one and the same Lease Agreement; except that as to delivery of the original executed copy of this Lease Agreement as required by the Assignment Agreement, the counterpart containing the receipt therefor executed by the Bank following the signatures to this Lease Agreement shall be the original. Section 9.7 Entire Agreement. The Basic Agreements express the entire understanding and all agreements between the parties and may not be modified except in writing signed by the parties. Section 9.8 Governing Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. [The remainder of this page is intentionally left blank.] 22 IN WITNESS WHEREOF, the parties have caused this Lease Agreement to be duly executed as of the date first above written. WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY Chairman COMMONWEALTH OF VIRGINIA ) CITY/COUNTY OF The foregoing instrument was acknowledged before me in the City/County of , Virginia, this day of , 2020, by , Chairman of the Western Virginia Regional Industrial Facility Authority. My commission expires: My Notary Registration number is: Notary Public [Signature Page to Lease Agreement 23 COUNTY OF ROANOKE, VIRGINIA By: Its: COMMONWEALTH OF VIRGINIA ) CITY/COUNTY OF County Administrator The foregoing instrument was acknowledged before me in the City/County of , Virginia, this day of 2020, by , County Administrator of the County of Roanoke, Virginia. My commission expires: My Notary Registration number is: Notary Public [Signature Page to Lease Agreement 24 RECEIPT Receipt of the foregoing original counterpart of the Lease Agreement, dated as of June 15, 2020, between the Western Virginia Regional Industrial Facility Authority and the County of Roanoke, Virginia, is hereby acknowledged. ATLANTIC UNION BANK By: Its: Senior Vice President [Signature Page to Lease Agreement 25 Exhibit A The Basic Payments as defined in and to be paid under the Roanoke County Refunding Support Agreement. 26 Exhibit B Leased Property Description The Roanoke County Government Center located at 5204 Bernard Drive, Roanoke, Virginia 24018 on property designated as tax map parcel number 87.07-03-07 and tax map parcel number 87.07-03-08. 27 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS.......................................................................................................... 1 Section1.1 Definitions......................................................................................................... 1 Section 1.2 Rules of Construction....................................................................................... 5 ARTICLE II. REPRESENTATIONS............................................................................................. 5 Section 2.1 Representations by Authority........................................................................... 5 Section 2.2 Representations by County............................................................................... 6 ARTICLE III. LEASING OF THE LEASED PROPERTY........................................................... 7 Section 3.1 Demise of Leased Property............................................................................... 7 Section 3.2 Agreement to Issue Refunding Bond to Finance the Project ............................ 7 Section 3.3 Default in Contractor's Performance................................................................ 8 ARTICLE IV. LEASE TERM; PAYMENT OF RENTALS; MAINTENANCE; INSURANCE. 8 Section4.1 Lease Term........................................................................................................ 8 Section4.2 Rental Payments................................................................................................ 8 Section 4.3 Prepayment of Rentals; Option To Purchase .................................................... 9 Section4.4 [Reserved]......................................................................................................... 9 Section 4.5 Appropriations of Basic Rent and Additional Rent, if any; Declaration of Essentiality........................................................................................................ 9 Section4.6 Insurance......................................................................................................... 10 Section 4.7 Maintenance; Expenses of Maintenance; Taxes ............................................. 11 Section4.8 Net Lease........................................................................................................ 12 Section 4.9 Proof of Payment of Taxes, etc....................................................................... 12 Section 4.10 No Encumbrances........................................................................................... 12 Section 4.11 Installation of County's Own Furnishings and Equipment ............................. 12 Section 4.12 Transfer at End of Lease Term....................................................................... 12 Section 4.13 Use of Proceeds............................................................................................... 12 Section 4.14 Preservation of Tax Exempt Status of Interest ............................................... 13 Section 4.15 Indemnification for Environmental Liabilities ............................................... 13 ARTICLE V. DAMAGE, DESTRUCTION OR CONDEMNATION ........................................ 14 Section 5.1 Damage or Destruction................................................................................... 14 Section 5.2 Condemnation and Loss of Title..................................................................... 15 ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES ........................................ Section 6.1 Events of Default............................................................................. Section6.2 Remedies.......................................................................................... Section 6.3 Reinstatement after Event of Default ............................................... Section 6.4 No Remedy Exclusive...................................................................... Section 6.5 No Additional Waiver Implied by One Waiver ............................... Section 6.6 Attorney's Fees and Other Expenses ............................................... H ARTICLE VII. TERMINATION OF LEASE.............................................................................. 19 Section 7.1 Right to Terminate.......................................................................................... 19 Section 7.2 Rights upon Termination................................................................................ 20 Section 7.3 Reinstatement after Termination..................................................................... 20 ARTICLE VIII. ASSIGNMENT AGREEMENT; AND AMENDMENTS ................................ 20 Section 8.1 Assignment Agreement................................................................................... 20 Section 8.2 Covenants of the County................................................................................. 20 Section8.3 Assignment..................................................................................................... 20 Section8.4 Amendments................................................................................................... 21 Section8.5 No Merger....................................................................................................... 21 ARTICLE IX. MISCELLANEOUS............................................................................................. 21 Section9.1 Notices............................................................................................................ 21 Section9.2 Severability..................................................................................................... 21 Section 9.3 Amounts Remaining Under Bond Purchase and Loan Agreement ................ 21 Section 9.4 Liability of Authority...................................................................................... 21 Section 9.5 Successors and Assigns................................................................................... 22 Section9.6 Counterparts.................................................................................................... 22 Section 9.7 Entire Agreement............................................................................................ 22 Section9.8 Governing Law............................................................................................... 22 Testimonium Signatures Acknowledgements Receipt Exhibit A - Basic Rent Payments Exhibit B — Leased Property Description lu Tax Map Parcel Numbers: 87.07-03-07; 87.07-03-08 EXEMPT FROM CLERK'S FEE PURSUANT TO VIRGINIA CODE SECTION 17.1-266 EXEMPT FROM RECORDATION TAXES PURSUANT TO VIRGINIA CODE SECTION 58.1-811.E ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT, dated as of June 15, 2020, between the WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY a political subdivision of the Commonwealth of Virginia (the "Assignor") and ATLANTIC UNION BANK, its successors or assigns as bondholder of the Refunding Bond (as described below) (the "Assignee"); WITNESSETH: WHEREAS, the Assignor and the Assignee have entered into a Bond Purchase and Loan Agreement, dated as of the date hereof (the "Bond Purchase and Loan Agreement"), which provides for the issuance of the Assignor's $ Revenue Refunding Bond, Series 2020 (the "Refunding Bond") payable from certain payments by the City of Roanoke, Virginia (the "City of Roanoke"), Roanoke County, Virginia ("Roanoke County") and the City of Salem, Virginia (the "City of Salem" and together with the City of Roanoke and Roanoke County, the "Participants"); and WHEREAS, such payments from the Participants are described as: (1) payments from the City of Roanoke to the Assignor (the "City of Roanoke Support Payments") pursuant to a Refunding Support Agreement between the City of Roanoke and the Assignor (the "City of Roanoke Refunding Support Agreement"); (2) payments from Roanoke County to the Assignor (the "Roanoke County Support Payments") pursuant to a Refunding Support Agreement between Roanoke County and the Assignor (the "Roanoke County Refunding Support Agreement"), such Roanoke County Support Payments being the same as payments to be made by Roanoke County to the Assignor under the Lease Agreement (as defined below) and (3) payments from the City of Salem to the Assignor (the "City of Salem Support Payments") pursuant to a Refunding Support Agreement between the City of Salem and the Assignor (the "City of Salem Refunding Support Agreement" and, together with the City of Roanoke Refunding Support Agreement and the Roanoke County Refunding Support Agreement, the "Refunding Support Agreements"); and WHEREAS, the Assignor and Roanoke County have entered into a Ground Lease, dated as of the date hereof (the "Ground Lease") which provides that certain Leased Property, as defined therein, is leased by Roanoke County to the Assignor and the Leased Property is leased back to Roanoke County under a Lease Agreement, dated as of the date hereof between the Prepared by: Paul C. Jacobson, Virginia State Bar Number 32517 Sands Anderson P. O. Box 1998 Richmond, VA 23218-1998 (804)648-1636 Assignor and Roanoke County (the "Lease Agreement" and, together with the Ground Lease the "Roanoke County Lease Agreements"); and WHEREAS, the City of Roanoke Support Payments, the Roanoke County Support Payments and the City of Salem Support Payments (collectively, the "Support Payments"), collectively and made on a timely basis, will be sufficient to enable the Assignor to meet its scheduled debt service payments on the Refunding Bond; and WHEREAS, the obligations for the City of Roanoke Support Payments and the City of Salem Support Payments shall be general obligations and secured by the full faith and credit of each such locality, respectively, and the undertaking for the Roanoke County Support Payments is subject to and conditioned upon the Roanoke County Board of Supervisors making annual appropriations for the same; and WHEREAS, the proceeds of the Refunding Bond will be used to refinance the acquisition of land located in Roanoke County described as five (5) parcels roughly bounded by and in the vicinity of Interstate 81 and Wood Haven Road, which consists of approximately one hundred six (106) acres, together with such other parcels of real property that may be acquired by the Authority in connection with the Project (as defined below) and related improvements and facilities, including necessary expenses incidental thereto (the "Project") and payment of certain costs of issuance of the Refunding Bond. NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained and other valuable consideration, the receipt of which is acknowledged, the Assignor sells, assigns and delivers to the Assignee, its successors and assigns, its rights under Refunding Support Agreements and the Roanoke County Lease Agreements (except the right to receive payment of its expenses, if any, and to receive indemnification, to receive notices and to give consents), as the Refunding Support Agreements and the Roanoke County Lease Agreements may be amended from time to time pursuant to their terms, including, without limitation, the Assignor's rights to (a) receive City of Roanoke Support Payments, Roanoke County Support Payments and City of Salem Support Payments, (b) receive proceeds of condemnation of, and insurance on, the Leased Property, (c) re-enter and take possession of the Leased Property in the event of non -appropriation of Basic Rent (as defined in the Lease Agreement) by the Board of Supervisors of Roanoke County and sell or lease interests in the Leased Property, (d) exercise all remedies at law, in equity or administratively of the Assignor upon default under the Refunding Support Agreements and the Roanoke County Lease Agreements, or any of them, and (e) all rights, interest and privileges which Assignor, as lessor, has and may have in oral or written leases now existing or hereafter made or affecting all or any part of the Leased Property, as such leases may have been, or from time to time hereafter, may be, modified, extended and renewed, with all rents, income and security deposits and profits due and becoming due therefrom including Assignor's rights, interests and privileges, if any, in any rents, income or profits derived from any sublease of the Leased Property by Roanoke County and all rights and remedies of Assignor upon the occurrence of a default thereunder or a failure of Roanoke County to appropriate funds to make payments under the Lease Agreement. Such assignment shall cause the Assignee to be the holder and owner (the "Holder") of obligations of the City of Roanoke and the City of Salem designated in the City of Roanoke Refunding Support Agreement and the 2 City of Salem Refunding Support Agreement, respectively, which constitute obligations of a locality for the payment of money and for the payment of which the locality is required to levy ad valorem taxes as set forth in Section 15.2-2602 of the Public Finance Act of 1991, Chapter 26 of Title 15.2 of the Code of Virginia of 1950, as amended. Such assignment is without recourse as to the failure of the Participants to make payments (due to financial inability or otherwise), or to perform any of their responsibilities or duties under the Refunding Support Agreements, the Roanoke County Lease Agreements or any other documentation pertaining to the issuance of the Refunding Bond. All moneys received by the Assignee pursuant to this Assignment Agreement shall be applied first toward payment or reimbursement of the Assignee's costs in the enforcement of the Refunding Support Agreements and the Roanoke County Lease Agreements (but only to the extent that such moneys were paid by a particular Participant for such costs) then toward payment of the Refunding Bond, first to interest due and payable thereunder, then to principal due and payable thereunder. Upon repayment of the Refunding Bond, in full, and satisfaction of any other obligations of the Participants under the Refunding Support Agreements and the Roanoke County Lease Agreements, as applicable, this Assignment Agreement shall be terminated. The Assignor irrevocably constitutes and appoints the Assignee, or any present or future officer or agent of the Assignee, or the successors or assigns of the Assignee, as its lawful attorney, with full power of substitution and resubstitution, in the name of the Assignor or otherwise, to collect and to sue in any court for payments due from the Participants under the Refunding Support Agreements or the Roanoke County Lease Agreements, to exercise any remedy at law, in equity or administratively, to withdraw or settle any claims, suits or proceedings pertaining to or arising out of the Refunding Support Agreements or the Roanoke County Lease Agreements upon any terms, all without notice to or consent of the Assignor, and to take possession of and to endorse in the name of the Assignor any instrument for the payment of money received on account of the payments due from any of the Participants under the Refunding Support Agreements or the Lease Agreement, or any of them. The Assignee accepts such assignment as stated herein for its benefit as owner of the Refunding Bond. The Assignor authorizes the Participants, or their respective successors and assigns, to pay to the Assignee, or its successors and assigns, all Support Payments and Basic Rent payments due or to become due under the Lease Agreement from and after the date of this Assignment Agreement by forwarding such payments to the Assignee pursuant to the address or wire instructions provided by the Assignee from time to time, but only in accordance with the terms and provisions of each applicable Refunding Support Agreement. The Assignor covenants that, notwithstanding this Assignment Agreement, it will perform all of the Assignor's duties and obligations under the Refunding Support Agreements and the Roanoke County Lease Agreements, including its obligation to provide possession of the Leased Property to Roanoke County pursuant to Section 3.1 of the Lease Agreement and to transfer, convey and assign its leasehold estate to Roanoke County upon payment by Roanoke County of 3 all payments due and to become due under the Roanoke County Refunding Support Agreement and Section 4.2 of the Lease Agreement. The Assignor delivers to the Assignee the original executed Refunding Support Agreements and Roanoke County Lease Agreements, and the Assignee shall at all reasonable times have full access to the books and records of the Assignor relating to the Refunding Support Agreements and the Roanoke County Lease Agreements and payments due from the Participants thereunder and to make extracts from such books and records. The Assignor will make, execute and deliver any papers, instruments and documents that may be required by the Assignee, or its successors or assigns, to effectuate the purpose intended by this Assignment Agreement. The assignment effected is absolute and shall not be construed to create a lien on or a security interest in the City of Roanoke Support Payments, the Roanoke County Support Payments or the City of Salem Support Payments for any indebtedness or other obligation of any person. The Assignor waives any right, legal or equitable, now existing or hereafter arising, to offset against, attach, levy upon, enjoin or otherwise delay or disrupt any City of Roanoke Support Payments, Roanoke County Support Payments or City of Salem Support Payments that may be owing to the Assignee on account of any claim or obligation between the Assignor and the Assignee or any of the Participants. Assignee shall not be obligated to perform or discharge any obligation or duty to be performed or discharged by Assignor under any of the Refunding Support Agreements or Roanoke County Lease Agreements hereby assigned. Assignor covenants and represents that, except as contemplated by the City Documents or the County Documents, as defined in each of the Refunding Support Agreements, as applicable, no other assignment of any interest in the Refunding Support Agreements or the Roanoke County Lease Agreements hereby assigned has been made, and that, except as provided for in the Refunding Support Agreements and the Roanoke County Lease Agreements, the Assignor will not hereafter amend, alter, modify, cancel, surrender or terminate any of the Refunding Support Agreements or Roanoke County Lease Agreements, exercise any option which might lead to any such amendment, alteration, modification, cancellation, surrender or termination or consent to the release of any party liable thereunder or to the assignment of the interest of any Holder, any lessee or sublessee of the Leased Property or to any subletting of the Leased Property without the prior written consent of Assignee. Assignor hereby authorizes Assignee to give notice in writing of this Assignment at any time to any lessee or sublessee under any of the leases hereby assigned. The full performance of the Refunding Bond and the City Documents and the County Documents, as defined in each of the Refunding Support Agreements, as applicable, according to their terms shall render this Assignment void. M The net proceeds collected by Assignee under the terms of this instrument shall be applied in reduction of the entire indebtedness under the Refunding Bond from time to time outstanding. This Assignment applies to and binds the parties hereto and their respective heirs, administrators, executors, successors and assigns. Notwithstanding anything contained in this Assignment to the contrary, all of the obligations of the Assignor hereunder shall be nonrecourse obligations, and the owner of the Refunding Bond and the Assignee shall look solely to Assignor's interest in the Refunding Support Agreements and the Roanoke County Lease Agreements for the satisfaction of any and all remedies it may have against the Assignor upon a default or nonpayment under one or more of the City Documents or County Documents, as defined in each of the Refunding Support Agreements, as applicable. Neither the owner of the Refunding Bond nor the Assignee shall enforce or attempt to enforce any deficiency or other personal money judgment against the Assignor with respect to the obligations of the Assignee under the Refunding Bond and the Basic Documents, as defined in each of the Refunding Support Agreements. This Assignment Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia. The Basic Documents, as defined in each of the Refunding Support Agreements, and the Refunding Bond express the entire understanding and all agreements between all the parties thereto and may not be modified except in writing signed by the parties. This Assignment Agreement may be executed in any number of counterparts, each of which shall be an original, together shall constitute but one and the same Assignment Agreement. [The remainder of this page is intentionally left blank.] 5 IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment Agreement to be duly executed as of the date first above written. WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY - ASSIGNOR Chairman COMMONWEALTH OF VIRGINIA) CITY/COUNTY OF The foregoing instrument was acknowledged before me in the County/City of , Virginia, this day of , 2020, by , as Chairman of the Western Virginia Regional Industrial Facility Authority. My commission expires: —/—/ My Notary Registration number is: Notary Public D ATLANTIC UNION BANK - ASSIGNEE By: Its: COMMONWEALTH OF VIRGINIA) CITY/COUNTY OF Senior Vice President The foregoing instrument was acknowledged before me in the County/City of , Virginia, this day of , 2020, by H. Victor Gilchrist, as Senior Vice President of Atlantic Union Bank, as Assignee. My commission expires: —/—/— My / My Notary Registration number is: Notary Public 7 ACKNOWLEDGMENT OF AND CONSENT TO ASSIGNMENT The City of Roanoke, Virginia acknowledges receipt of the assignment by the Assignor of its rights in the City of Roanoke Refunding Support Agreement to the Assignee as set forth in the foregoing Assignment Agreement, and consents thereto. CITY OF ROANOKE, VIRGINIA By: Its: COMMONWEALTH OF VIRGINIA) CITY/COUNTY OF City Manager The foregoing instrument was acknowledged before me in the County/City of , Virginia, this day of , 2020, by , as City Manager of the City of Roanoke, Virginia. My commission expires: —/—/ My Notary Registration number is: Notary Public APPROVED TO FORM: Roanoke City Attorney ACKNOWLEDGMENT OF AND CONSENT TO ASSIGNMENT The County of Roanoke, Virginia acknowledges receipt of the assignment by the Assignor of its rights in the Roanoke County Refunding Support Agreement and the Roanoke County Lease Agreements to the Assignee as set forth in the foregoing Assignment Agreement, and consents thereto. COUNTY OF ROANOKE, VIRGINIA By: Its: COMMONWEALTH OF VIRGINIA) CITY/COUNTY OF County Administrator The foregoing instrument was acknowledged before me in the County/City of , Virginia, this day of 2020, by as County Administrator of the County of Roanoke, Virginia. My commission expires: // My Notary Registration number is: APPROVED TO FORM: Roanoke County Attorney 9 Notary Public ACKNOWLEDGMENT OF AND CONSENT TO ASSIGNMENT The City of Salem, Virginia acknowledges receipt of the assignment by the Assignor of its rights in the City of Salem Refunding Support Agreement to the Assignee as set forth in the foregoing Assignment Agreement, and consents thereto. CITY OF SALEM, VIRGINIA By: Its: City Manager COMMONWEALTH OF VIRGINIA) CITY/COUNTY OF ) The foregoing instrument was acknowledged before me in the County/City of , Virginia, this day of , 2020, by , as City Manager of the City of Salem, Virginia. My commission expires: —/—/— My / My Notary Registration number is: APPROVED TO FORM: Salem City Attorney 10 Notary Public 6 CR 0 ca LL co .L - (a c O .(D w i 4 N �i s i Cl) i ca a. 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'�' o a`0i a� -'a')) > -O .^ U (6 (6 -6 N w fl s N T U .E Ul .� n a� i N N .� a� - � U X Q Ul c a� a� E .� U :� i (6 i Q N O -° a) 0 O 0 (o -O (o -p E N (o N r --I D Ln�� a E o (N6 3 a9-- -0 O° of y o t a E ° no y E ami -0 E o 8 s (6 N ami .N c c°i }? 0 o c ami C)i 0 .� o m o o ° o o ° a� aNi 3 o .� � E '� o o a`�i o i O o a� Ul c o O (6 E N o E -o .E O T E o N-0 .2 , E > ui (D- C-) N 02-0 &-- o (o °� 0 0 3 o Q o o 3 o° a) c Q - ( 0- Q c Q R-1 UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY REVENUE REFUNDING BOND, SERIES 2020 INTEREST RATE MATURITY DATE DATED DATE ISSUE DATE 2.59% January 15, 2037 June 18, 2020 June 18, 2020 REGISTERED OWNER: Atlantic Union Bank PRINCIPAL AMOUNT: $ The WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY, a political subdivision of the Commonwealth of Virginia (the "Authority"), for value received, promises to pay, solely from the revenues and other property pledged to the payment of this Bond, to the Registered Owner of this Bond or legal representative, subject to prepayment or redemption as hereinafter provided, the sum of DOLLARS ($ in annual installments in the amounts set forth on Schedule A attached hereto payable on January 15, 2023 and annually on January 15 thereafter to and including January 15, 2037, together with interest on the outstanding principal amounts from the date hereof until payment of the entire outstanding principal amounts at the rate of two and 59/100 percent (2.59%) per year, payable on every January 15 and July 15 from and including January 15, 2021 through and including January 15, 2037. If not sooner paid, the final installment shall be due and payable January 15, 2037. The payment of every installment shall be applied first to interest accrued to the payment date and then to principal. This Bond will bear interest from the Dated Date stated above. Interest on this Bond will be computed on the basis of a year of 360 days and twelve 30 -day months. Principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. If the date of any payment due hereunder is not a Business Day (as hereinafter defined) then such payment shall be due on the next following Business Day. Business Day shall mean any day other than (1) a Saturday or Sunday or (2) a day on which commercial banks in the Commonwealth of Virginia are authorized to close. This Bond is issued by the Authority pursuant to the Virginia Regional Industrial Facilities Act, Chapter 64, Title 15.2, Code of Virginia of 1950, as amended, and a Bond Purchase and Loan Agreement dated as of June 15, 2020 between the Authority and Atlantic Union Bank (the "Bond Purchase and Loan Agreement") for the purpose of providing funds to finance and refinance (i) certain costs of the development of an industrial park, including the acquisition of land located in Roanoke County described as five (5) parcels roughly bounded by and in the vicinity of Interstate 81 and Wood Haven Road, which consists of approximately one hundred six (106) acres, together with such other parcels of real property that may be acquired by the Authority in connection with the Project (as defined in the Bond Purchase and Loan Agreement) and related improvements and facilities, including necessary expenses incidental thereto and (ii) certain costs of issuing this Bond. The refinancing described above shall be accomplished by using proceeds of this Bond to prepay and redeem in full the Authority's $10,000,000 Revenue Bond, Series 2016, issued on or about October 14, 2016 (the "2016 Bond"). The payments on this Bond are expected to be made from certain payments to the Authority from the City of Roanoke, Virginia (the "City of Roanoke"), the County of Roanoke, Virginia ("Roanoke County") and the City of Salem, Virginia (the "City of Salem" and, together with the City of Roanoke and Roanoke County, the "Participants") as follows (i) payments from the City of Roanoke to the Authority (the "City of Roanoke Support Payments") pursuant to a Refunding Support Agreement between the City of Roanoke and the Authority (the "City of Roanoke Refunding Support Agreement"); (ii) payments from Roanoke County to the Authority (the "Roanoke County Support Payments") pursuant to a Refunding Support Agreement between Roanoke County and the Authority (the "Roanoke County Refunding Support Agreement"), such Roanoke County Support Payments being the same as payments to be made by Roanoke County to the Authority under the Roanoke County Lease Agreement (as defined in the Bond Purchase and Loan Agreement); and (iii) payments from the City of Salem to the Authority (the "City of Salem Support Payments") pursuant to a Refunding Support Agreement between the City of Salem and the Authority (the "City of Salem Refunding Support Agreement" and, together with the City of Roanoke Refunding Support Agreement and the Roanoke County Refunding Support Agreement, the "Refunding Support Agreements"). This Bond and the interest hereon are limited obligations of the Authority and are payable solely from the revenues and receipts derived by the Authority from the sources described herein. Failure of any one Participant to make a payment, to appropriate funds or to fulfill any obligation of such Participant under a Refunding Support Agreement or the Roanoke County Lease Agreement, as applicable, shall not provide the holder of the Refunding Bond with any right or remedy except as provided under the applicable Refunding Support Agreement or Roanoke County Lease Agreement, and shall not affect the rights or obligations of any other Participant. The owner of this Bond shall look solely to the Authority's interest in the Refunding Support Agreements and the Roanoke County Lease Agreement for the satisfaction of any and all remedies it may have against the Authority upon a default or nonpayment under one or more of the Refunding Support Agreements or the Roanoke County Lease Agreement, as applicable. The principal and interest on this Bond will not be deemed to constitute a general obligation debt or a pledge of the faith and credit of the Commonwealth of Virginia or any of its political subdivisions. NEITHER THE COMMONWEALTH OF VIRGINIA NOR ANY OF ITS POLITICAL SUBDIVISIONS, INCLUDING THE AUTHORITY, ARE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THIS BOND OR OTHER COSTS INCIDENT TO IT EXCEPT FROM THE REVENUES, MONEY OR PROPERTY OF THE AUTHORITY PLEDGED FOR SUCH PURPOSE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF VIRGINIA OR ANY OF ITS POLITICAL SUBDIVISIONS, INCLUDING THE AUTHORITY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND OR OTHER COSTS 2 INCIDENT TO IT, EXCEPT AS PROVIDED IN THE CITY OF ROANOKE REFUNDING SUPPORT AGREEMENT AND THE CITY OF SALEM REFUNDING SUPPORT AGREEMENT. THE OBLIGATION OF ROANOKE COUNTY TO MAKE THE ROANOKE COUNTY SUPPORT PAYMENTS CONSTITUTES A CURRENT EXPENSE OF ROANOKE COUNTY, SUBJECT TO ANNUAL APPROPRIATION BY ROANOKE COUNTY, BUT THE AUTHORITY HAS NO OBLIGATION OR LIABILITY TO THE REGISTERED OWNER HEREOF WITH RESPECT TO PAYMENTS TO BE MADE BY ROANOKE COUNTY UNDER THE ROANOKE COUNTY REFUNDING SUPPORT AGREEMENT AND THE ROANOKE COUNTY LEASE AGREEMENT OR WITH RESPECT TO THE PERFORMANCE BY ROANOKE COUNTY OF ANY COVENANT CONTAINED THEREIN. THE OBLIGATION OF THE CITY OF ROANOKE TO MAKE THE CITY OF ROANOKE SUPPORT PAYMENTS CONSTITUTES A GENERAL OBLIGATION AND DEBT OF THE CITY OF ROANOKE BUT THE AUTHORITY HAS NO OBLIGATION OR LIABILITY TO THE REGISTERED OWNER HEREOF WITH RESPECT TO PAYMENTS TO BE MADE BY THE CITY OF ROANOKE UNDER THE CITY OF ROANOKE REFUNDING SUPPORT AGREEMENT OR WITH RESPECT TO THE PERFORMANCE BY THE CITY OF ROANOKE OF ANY COVENANT CONTAINED THEREIN. THE OBLIGATION OF THE CITY OF SALEM TO MAKE THE CITY OF SALEM SUPPORT PAYMENTS CONSTITUTES A GENERAL OBLIGATION AND DEBT OF THE CITY OF SALEM BUT THE AUTHORITY HAS NO OBLIGATION OR LIABILITY TO THE REGISTERED OWNER HEREOF WITH RESPECT TO THE PERFORMANCE BY THE CITY OF SALEM OF ANY COVENANT CONTAINED THEREIN. THE AUTHORITY HAS NO TAXING POWER. This Bond is subject to prepayment or redemption prior to maturity at the option of the Authority at any time, without penalty, at the direction of one or more Participants, in whole or in part, at a redemption price equal to 100% of the principal amount of Bond to be redeemed, plus interest accrued to the redemption date. In the event of partial prepayment, the Authority shall direct the Registered Owner of this Bond to either (a) apply the amount prepaid to principal in the inverse order of maturity or (b) reamortize principal payments due after such prepayment over the remainder of the term of this Bond. All acts and conditions required to happen, exist or be performed precedent to and in connection with the issuance of this Bond have happened, exist and have been performed. [Remainder of This Page Intentionally Left Blank] 3 IN WITNESS WHEREOF, the Western Virginia Regional Industrial Facility Authority has caused this Bond to be executed by the manual signature of its Chairman and attested by the manual signature of its Secretary and this Bond to be dated as of the date first set forth above. ATTEST: Secretary WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY .19 Chairman (Form of Assignment) FOR VALUE RECEIVED the undersigned sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or type Name and Address, including postal zip code of Transferee) the within Bond and all rights under it, irrevocably constituting and appointing Attorney to transfer the Bond on the books kept for its registration, with full power of substitution. Dated: Signature Guaranteed (NOTICE: Signature(s) must be guaranteed by an Eligible Guarantor Institution such as a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or Savings Association who is a member of a medallion program approved by the Securities Transfer Association, Inc. Registered Owner NOTICE: The signature above must correspond with the name of the Registered Owner as it appears on the front of this Bond. (End of Form of Assignment) 5 SCHEDULE AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, JUNE 9, 2020 ORDINANCE OF THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANOKE, VIRGINIA AUTHORIZING COUNTY SUPPORT OF REFINANCING BY THE WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY WHEREAS, the Western Virginia Regional Industrial Facility Authority (the "Authority") is a political subdivision of the Commonwealth of Virginia duly 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, the Act authorizes the Authority to borrow money to pay the costs of real estate and facilities for manufacturing, warehousing, distribution, office or other commercial purposes in order to promote economic development in the geographical area served by the Authority, to accept funds from counties, cities and towns and use the same for Authority purposes, to make loans and to enter into contracts of any kind to accomplish the purposes of the Authority and the Act further authorizes the Authority to issue bonds to refund any of its bonds then outstanding; and WHEREAS, in order to further the purposes of the Act, on or about October 14, 2016 the Authority issued its $10,000,000 Revenue Bond, Series 2016 (the "2016 Bond") to finance the acquisition of interests in land and related improvements and facilities, including necessary expenses incidental thereto (collectively, the "Project"); and WHEREAS, the County of Roanoke, Virginia (the "County"), the City of Roanoke, Virginia and the City of Salem, Virginia (together with the County, Page 1 of 8 collectively the "Participants" and each individually, including the County, a "Participant") each agreed in 2016 to provide financial support for the Project; and WHEREAS, the 2016 Bond is a limited obligation of the Authority payable from the revenues and receipts of the Authority to be received under support agreements with the City of Roanoke (being a general obligation of the City of Roanoke), with the City of Salem (being a general obligation of the City of Salem) and with Roanoke County (being a subject to annual appropriation commitment of Roanoke County secured by a lease of the Roanoke County Government Center); and WHEREAS, the Authority desires to refund and refinance the 2016 Bond in order to achieve debt service savings and reduce payments made by the Participants in support of the Project, and the Authority has determined to issue pursuant to the terms of a Bond Purchase and Loan Agreement dated as of June 15, 2020 (the "Bond Purchase and Loan Agreement") between the Authority and Atlantic Union Bank (the "Bank"), its Revenue Refunding Bond, Series 2020 in the maximum principal amount of $10,450,000 (the "Refunding Bond") and to use the proceeds thereof to finance costs incurred in connection with the Project and to pay certain costs of issuance of the Refunding Bond; and WHEREAS, such Refunding Bond will be secured by a pledge of the revenues and receipts received by the Authority from payments made by the County pursuant to the Refunding Support Agreement and the Lease Agreement (each as defined below) and payments made by the other Participants pursuant to separate refunding support agreements between the Authority and the other Participants as further described herein, such payments from the County to constitute a percentage of amounts due Page 2 of 8 under the terms of the Refunding Bond and the Bond Purchase and Loan Agreement (the "Roanoke County Portion of Support"); and WHEREAS, payments from other Participants in support of payments due in connection with financing of the Project will be due in the percentages set forth in the Bond Purchase and Loan Agreement from the City of Roanoke and the City of Salem, and the obligation of the Authority to pay principal and interest on the Refunding Bond will be limited to payments received from the Participants in accordance with the terms of the Bond Purchase and Loan Agreement; and WHEREAS, all such payments from the Participants (including the Roanoke County Portion of Support) have been assigned from the Authority to the Bank for the payment of debt service on the Refunding Bond pursuant to an Assignment Agreement between the Authority and the Bank, dated as of June 15, 2020 (the "Assignment Agreement"); and WHEREAS, the Authority will lease the Leased Property (as defined below) from the County for an approximately 23 year term under the Ground Lease (as defined below) and in turn, lease the Leased Property to the County for approximately 17 years under the Lease Agreement (as defined below), and the Roanoke County Portion of Support will be secured by an assignment of the Authority's rights under such lease agreements to the Bank (except the right to receive indemnification, to receive notices and to give consents and to receive its administrative expenses) under the Assignment Agreement, which is to be acknowledged and consented to by the County; WHEREAS, there have been presented to this meeting drafts of the following documents (collectively, the "Documents") in connection with the transactions Page 3 of 8 described above, copies of which shall be filed with the records of the Board of Supervisors: a. a Ground Lease, dated as of June 15, 2020, between the County and the Authority (the "Ground Lease") conveying to the Authority a leasehold interest in the selected property, as described therein (the "Leased Property"); b. a Lease Agreement, dated as of June 15, 2020, between the Authority and the County (the "Lease Agreement") conveying to the County a leasehold interest in such Leased Property; c. a Refunding Support Agreement between the Authority and the County, dated as of June 15, 2020 (the "Refunding Support Agreement") setting forth the County's moral obligation toward payment of rent payments under the Lease Agreement in amounts equal to the Roanoke County Portion of Support; d. the Bond Purchase and Loan Agreement; e. the Assignment Agreement, assigning to the Bank certain of the Authority's rights under the Refunding Support Agreement, the Lease Agreement and the Ground Lease, which is to be acknowledged and consented to by the County (the "Assignment Agreement"); f. a Specimen Refunding Bond; and WHEREAS, the first reading of this ordinance was held on May 26, 2020 and the second reading of this ordinance was held on June 9, 2020. NOW THEREFORE, BE IT ORDAINED by the Board of Supervisors of the Page 4 of 8 County of Roanoke, Virginia: 1. The following plan for financing is approved. The Authority shall use the proceeds from the issuance of the Refunding Bond to refinance the Project. The Authority shall lease the Leased Property from the County for a lease term of approximately [25] years and lease the Leased Property to the County for a lease term not less than the term of the Refunding Bond at a rent sufficient to pay when due the Roanoke County Portion of Support. The obligation of the Authority to pay principal and interest on the Refunding Bond will be limited to payments received from the Participants in accordance with the terms of the Bond Purchase and Loan Agreement. The obligation of the County to pay the Roanoke County Portion of Support will be subject to the Board of Supervisors of the County making annual appropriations for such purpose. The amount of the Roanoke County Portion of Support designated for support of the principal amount of the Refunding Bond shall not exceed $5,000,000. The Board of Supervisors on behalf of the County will set forth in the Refunding Support Agreement its moral obligation toward the payment of the Roanoke County Portion of Support. If the Board of Supervisors exercises its right not to appropriate money for rent payments due under the Lease Agreement in the amount of the Roanoke County Portion of Support, the bondholder may terminate the Lease Agreement or otherwise exclude the County from possession of the Leased Property. The issuance of the Refunding Bond on the terms set forth in the Bond Purchase and Loan Agreement is hereby approved. Page 5 of 8 2. The Board of Supervisors hereby approves, acknowledges and consents to, as appropriate, the Documents in substantially the forms submitted to this meeting with such completions, omissions, modifications, insertions and changes as may be approved by the Chairman or Vice Chairman of the Board of Supervisors or the County Administrator, whose execution of the Documents to be signed by the County shall be conclusive evidence of such approval, acknowledgement and consent. The final terms and interest rate of the Refunding Bond in a maximum principal amount of $10,450,000 will be approved as authorized by the Authority. 3. Any authorization herein to execute a document shall include authorization to deliver it to the other parties thereto and to record such document where appropriate. 4. The Board of Supervisors finds and determines that the Project is in furtherance of lawful purpose and objectives and will be in the public interest, will benefit the citizens of the County, will increase commerce and will promote the safety, health, welfare, convenience and prosperity of the County and its citizens. 5. The Chairman or Vice Chairman of the Board of Supervisors, or either of them, and the County Administrator and Clerk of the Board of Supervisors are each hereby authorized and directed to execute the Documents to be signed by the County as described above and such other instruments, agreements and documents as are necessary to the proper execution and delivery of the Refunding Support Agreement, to lease the Leased Property and to create Page 6 of 8 and perfect a complete assignment of the rents and revenues due or to become due in favor of the Bank in accordance with the Refunding Support Agreement and the Lease Agreement. The officers, employees and representatives of the County are authorized and directed to work with representatives of the Authority, the Bank, the Authority's financial advisor, the Authority's bond counsel and representatives of the other Participants to take such actions, authorize such services and prepare all documentation (including but not limited to fulfilling Bank title search and other requirements related to the Leased Property) necessary to issue the Refunding Bond in accordance with the Documents and to otherwise carry out the intent of this Ordinance. 6. All other acts of the officers, employees, agents and representatives of the County that are in conformity with the purposes and intent of this Ordinance and in furtherance of the issuance and sale of the Refunding Bond, the leasing of the Leased Property, the execution and delivery of the Documents and the undertaking of the Project are hereby approved, ratified and confirmed. 7. Nothing in this Ordinance, the Refunding Bond or any documents executed or delivered in relation thereto shall constitute a debt or a pledge of the faith and credit of the County, and the County shall not be obligated to make any payments under or in relation to the Documents except from payments made by or on behalf of the County under the Lease Agreement pursuant to annual appropriation thereof in accordance with applicable law. The Board of Page 7 of 8 Supervisors, while recognizing that it is not 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 pay the Roanoke County Portion of Support and hereby recommends that future Boards of Supervisors do likewise during the term of the Refunding Bond. 8. This Ordinance shall take effect immediately. Page 8 of 8 ACTION NO. ITEM NO. F.1 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: APPROVED BY: ISSUE: June 9, 2020 Appointments to Committees, Commissions and Boards Deborah C. Jacks Chief Deputy Clerk to the Board of Supervisors Daniel R. O'Donnell County Administrator Open district appointments. BACKGROUND: 1. Library Board (appointed by District) The following District appointments remains open: Vinton Magisterial District Windsor Hills Magisterial District 2. Parks, Recreation and Tourism (appointed by District) Mike Roop's three (3) year term representing the Vinton Magisterial District has expired effective June 30, 2019. Open Windsor Hills Magisterial District 3. Planning Commission (appointed by District) Troy Henderson's term representing the Catawba Magisterial District will expire June 30, 2020. Supervisor Martha B. Hooker has recommended the reappointment of Mr. Henderson to an additional four-year term to expire June 30, 2024. Confirmation has been placed on the Consent Agenda. Page 1 of 2 FISCAL IMPACT: There is no fiscal impact associated with this agenda item. Page 2 of 2 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, JUNE 1, 2020 RESOLUTION APPROVING AND CONCURRING IN CERTAIN ITEMS SET FORTH ON THE BOARD OF SUPERVISORS AGENDA FOR THIS DATE DESIGNATED AS ITEM G- CONSENT AGENDA BE IT RESOLVED by the Board of Supervisors of Roanoke County, Virginia, as follows.. That the certain section of the agenda of the Board of Supervisors for June 9, 2020, designated as Item G - Consent Agenda be, and hereby is, approved and concurred in as to each item separately set forth in said section designated Items 1 through 6 inclusive, as follows.. 1. Approval of minutes — May 26, 2020 2. Confirmation of appointment to the Roanoke Valley Greenway Commission (At - Large); Roanoke County Planning Commission (District) 3. Request to approve a fiscal agent agreement with the Roanoke Valley Resource Authority 4. Request to approve a fiscal agent agreement with the Western Virginia Regional Jail Authority 5. Request to approve fiscal agent agreement for the Regional Center for Animal Care and Protection (RCACP) 6. Request to accept and allocate the Washington/Baltimore High Intensity Drug Trafficking Grant funds in the amount of $64,375 to the Roanoke County Police Department for the Roanoke Valley Regional Drug Unit Page 1 of 1 ACTION NO. ITEM NO. G.2 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: APPROVED BY: ISSUE: June 9, 2020 Confirmation of appointment to the Roanoke Valley Greenway Commission (At -Large); Roanoke County Planning Commission (District) Deborah C. Jacks Chief Deputy Clerk to the Board of Supervisors Daniel R. O'Donnell County Administrator Confirmation of appointments. BACKGROUND: Roanoke Valley Greenway Commission (At -Large): Frank Simms' appointment on the Commission will expire June 30, 2020. It is the consensus of the Board to reappoint Mr. Simms for a two-year appointment to expire June 30, 2022. Roanoke County Planning Commission (District): Martha Hooker has recommended the reappointment of Troy Henderson to represent the Catawba Magisterial District for an additional four-year term. This new appointment will expire June 30, 2024. FISCAL IMPACT: There is no fiscal impact associated with this agenda item. Page 1 of 2 STAFF RECOMMENDATION: Staff recommends confirmation of these appointments Page 2 of 2 ACTION NO. ITEM NO. G.3 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: APPROVED BY: ISSUE: June 9, 2020 Request to approve a fiscal agent agreement with the Roanoke Valley Resource Authority Laurie Gearheart Director of Finance and Management Services Daniel R. O'Donnell County Administrator Approve a fiscal agent agreement with the Roanoke Valley Resource Authority BACKGROUND: The County of Roanoke has served as the fiscal agent for the Roanoke Valley Resource Authority (RVRA) since 1992. DISCUSSION: The current agreement expires on June 30, 2020, and is recommended for renewal through June 30, 2023. Fiscal agent responsibilities include Accounting, Accounts Payable and Payroll and are outlined on the attached agreement. The Roanoke Valley Resource Authority Board approved this agreement during the budget process. FISCAL IMPACT: RVRA will pay the County of Roanoke $55,986, $57,666 and $59,400 for fiscal years ending June 30, 2021, 2022 and 2023, respectively to provide fiscal agent services. The annual revenue received for providing this service is included as a recovered cost in the County General Government Budget. Page 1 of 2 STAFF RECOMMENDATION: Staff recommends approval of the attached fiscal agent agreement with the Roanoke Valley Resources Authority, in substantially the format submitted, and authorizing the County Administrator to sign the agreement. Page 2 of 2 Fiscal Agent Agreement Between The County of Roanoke, And The Roanoke Valley Resource Authority This agreement is made the 9th day of June 2020, by and between the Board of Supervisors of Roanoke County ("County"), a political subdivision and county of the Commonwealth of Virginia, and The Roanoke Valley Resource Authority ("Authority"), a tax exempt public body of the Commonwealth of Virginia. RECITALS 1. The Roanoke Valley Resource Authority was created by an agreement dated October 23, 1991 between the charter members of the City of Roanoke, County of Roanoke, and the Town of Vinton pursuant to the Virginia Water and Sewer Authorities Act as predecessor to the Virginia Water and Waste Authorities Act, Chapter 51, Title 15.2, Code of Virginia (1950) as amended, ("Act"). 2. Section 15.2-5114 (11) of the Act authorizes the Authority to enter into contracts and the Authority adopted By -Laws effective February 4, 1992, Article III, Section 8 of which authorizes the Authority to contract with a participating political subdivision for services to produce warrants or checks for expenditures of the Authority. AGREEMENT The County is hereby authorized to serve as Fiscal Agent for the Authority as set forth herein. As such, the Authority and the County agree to the provisions outlined below: 1. Maintenance of Books. The County will establish a separate fund(s) on the County financial system to maintain the financial records of the Authority. 2. Pooled Cash. As part of the overall pooled cash concept that is used by the County, the cash of the Authority will be accounted for separately but may be pooled with the cash of the County and other agencies that the County serves as fiscal agent. As such, the Treasurer of the County is authorized to make investments for the pooled cash in accordance with applicable law, including, without limitation, the Investment of Public Funds Act, 2.2-4500 et seq., Code of Virginia (1950), as amended, and the Virginia Security for Public Deposits Act, 2.2-4400 et seq., Code of Virginia (1950), as amended. 3. Negative Cash. As a participant in the pooled cash concept of the County, the Authority may have a negative cash balance from time to time. The Authority agrees to minimize the negative cash to the extent possible. The cash balance must be positive at the end of the fiscal year. Page 1 of 4 4. Interest Income. At the end of each month, the County allocates interest income earned during that month to all of the funds based upon the percentage participation on the pooled cash. If the net interest income is negative at the end of a month, then negative interest will be allocated to the fund. 5. Loss on Investments. In the unlikely event that the County pooled cash has a loss on an investment through default, market decline, or other reason except for negligence, theft, or legal violations by the County and/or its agents, the Authority will share in the loss using the methodology described in paragraph 4. 6. Revenues. All revenues of the Authority will be deposited with the County Treasurer except as required by Authority's Revenue Bond Master Indenture and related documents and applicable law. 7. Payment of Vendors. The County will make vendor payments for the Authority. These payments will be made in a manner consistent with County procedures. These payments will be combined into the normal County vendor payment process, and as such the check stock used will be the County of Roanoke, and will be signed electronically with the signatures that appear on County checks. Reference to the Authority maybe made on the description line of the check. 8. Payment of Payroll. The County will process the payroll for the Authority. These payments will be made in a manner consistent with County procedures and follow the County payroll cycle. 9. Processing of Payroll Taxes. The County will file all payroll taxes for the Authority. 10. Procurement. The County is available for consulting on Procurement activities as requested by the Authority. 11. Risk Management. The County is available for consulting on insurance coverage as requested by the Authority. 12. Financial Reports. The County will work with the Authority staff and Board to provide meaningful financial reports, as needed, for the Authority on a mutually convenient schedule. This will include monthly and annual financial reports prepared for the Authority's scheduled Board meetings. 13. Systems. The County will provide access to the County's Financial System. 14. Audit. The County will assemble a review team that will include staff of the Authority and the County. This team will procure an audit firm to conduct the Authority's annual audit. The County will work with the auditors selected to prepare the audit of the Authority. The Authority will maintain overall responsibility for the integrity of the Page 2 of 4 Authority's financial records that are provided to the County and the auditor. The Authority will be charged for the cost of the audit. 15. Errors and Omissions. It is the responsibility of the Authority to ensure that all of the Authority's financial information which shall be provided to the County and\or any audit firm procured by the County on behalf of the Authority is correct, accurate, and complete. 16. Ownership. All funds and obligations of the Authority are the property of the Authority. Upon termination of this Agreement, all funds and obligations will be remitted to the Authority, or its new fiscal agent. 17. Cost. The fiscal agent services outlined above will be provided to the Authority for a fee of $4,665.50 a month ($55,986 annually) for fiscal year ending June 30, 2021, a fee of $4,805.50 a month ($57,666 annually) for fiscal year ending June 30, 2022, and a fee of $4,950.00 a month ($59,400 annually) for fiscal year ending June 30, 2023. The County has permission to transfer funds from the Authority funds to the County funds by journal entry each month to pay for this service. 18. Term. This agreement shall begin on July 1, 2020, and shall terminate on June 30, 2023. Further, either the County or the Authority may terminate the Agreement at any time with one year written notice to the other. In witness whereof, the parties have caused this Fiscal Agent Agreement to be executed by their authorized officers. BOARD OF SUPERVISORS OF ROANOKE COUNTY Its: COUNTY ADMINISTRATOR LIM Its: COUNTY ATTORNEY ROANOKE VALLEY RESOURCE AUTHORITY Page 3 of 4 Its: CHIEF EXECUTIVE OFFICER Approved as to form: Its: GENERAL COUNSEL Page 4 of 4 ACTION NO. ITEM NO. GA AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: APPROVED BY: ISSUE: June 9, 2020 Request to approve a fiscal agent agreement with the Western Virginia Regional Jail Authority Laurie Gearheart Director of Finance and Management Services Daniel R. O'Donnell County Administrator Approve a fiscal agent agreement with the Western Virginia Regional Jail Authority BACKGROUND: The County of Roanoke has served as the fiscal agent for the Western Virginia Regional Jail Authority (WVRJA) since 2005. DISCUSSION: The current agreement expires on June 30, 2020, and is recommended for renewal through June 30, 2023. Fiscal agent responsibilities include Accounting, Accounts Payable, Payroll and Purchasing and are outlined on the attached agreement. The Western Virginia Regional Jail Authority approved this agreement during their budget process. FISCAL IMPACT: The WVRJA will pay the County of Roanoke $123,000, $126,690 and $130,482 for fiscal years ending June 30, 2021, 2022 and 2023, respectively to provide fiscal agent services. The annual revenue received for providing this service is included as a recovered cost in the County General Government Budget. Page 1 of 2 STAFF RECOMMENDATION: Staff recommends approval of the attached fiscal agent agreement with the Western Virginia Regional Jail Authority, in substantially the format submitted, and authorizing the County Administrator to sign the agreement. Page 2 of 2 Fiscal Agent Agreement Between The County of Roanoke, And The Western Virginia Regional Jail Authority This agreement is made the 9th day of June, 2020, by and between the Board of Supervisors of Roanoke County ("County"), a political subdivision and county of the Commonwealth of Virginia, and The Western Virginia Jail Authority ("Authority"), a regional jail authority, created pursuant to Section 53.1-95.2 of the Code of Virginia. RECITALS 1. The Western Virginia Regional Jail Authority was created by an agreement dated June 24, 2005 between the County of Franklin, Virginia; the County of Montgomery, Virginia; the County of Roanoke, Virginia, and the City of Salem, Virginia. The Authority has all the powers granted a jail authority by law and by the provisions of Articles 3, 3. 1, Title 53.1 of the Code of Virginia (1950), as amended. 2. The Western Virginia Regional Jail Authority adopted By -Laws effective August 4, 2005. Article VI I, Section 2 of these By -Laws allows the Authority to designate a fiscal agent and enter into a contract with such agent for this purpose. AGREEMENT The County is hereby authorized to serve as Fiscal Agent for The Authority. As such, The Authority and the County agree to the provisions outlined below: 1. Maintenance of Books. The County will establish a separate fund(s) on the County financial system to maintain the financial records of the Authority. 2. Pooled Cash. As part of the overall pooled cash concept that is used by the County, the cash of the Authority will be pooled with the cash of the County and other agencies that the County serves as fiscal agent. As such, the Treasurer of the County is authorized to make investments for the pooled cash. 3. Negative Cash. As a participant in the pooled cash concept of the County, the Authority may have a negative cash balance from time to time. The Authority agrees to minimize the negative cash to the extent possible. The cash balance must be positive at the end of the fiscal year. Page 1 of 3 4. Interest Income. At the end of each month, the County allocates interest income earned during that month to all of the funds based upon the percentage participation on the pooled cash. If cash is negative at the end of a month, as described in paragraph 3, then negative interest will be allocated to the fund. 5. Loss on Investments. In the unlikely event that the County pooled cash has a loss on an investment through default, market decline, or other reason, the Authority will share in the loss using the methodology described in paragraph 4. 6. Revenues. All revenues of the Authority, except for inmate funds, will be deposited with the County Treasurer. 7. Payment of Vendors. The County will make vendor payments for the Authority. These payments will be made in a manner consistent with County procedures. These payments will be combined into the normal County vendor payment process, and as such the check stock used will be the County of Roanoke, and will be signed electronically with the signatures that appear on County checks. Reference to the Authority maybe made on the description line of the check. 8. Payment of Payroll. The County will process the payroll for the Authority. These payments will be made in a manner consistent with County procedures, follow the County payroll cycle, and be a separate payroll process. 9. Processing of Payroll Taxes. The County will file all payroll taxes for the Authority. 10. Procurement. The County will assist the Authority with Procurement activities as requested by the Authority. 11. Risk Management. The County is available for consulting on insurance coverage as requested by the Authority. 12. Financial Reports. The County will work with the Authority staff and Board to provide meaningful financial reports on a convenient schedule. This will include financial reports to the Authority Board meeting. 13. Systems. The County will provide the access of the County's Financial System and Human Resource/Payroll System. 14. Audit. The County will procure an audit firm for the Authority audit as part of the overall procurement process for the County audit. The firm selected may or may not be the same firm that is selected to do the County audit. The County will work with the auditors selected to prepare the audit of the Authority. The Authority will maintain overall responsibility for the integrity of the financial records. The Authority will be charged for the cost of the audit. Page 2 of 3 15. Errors and Omissions. It is the responsibility of the Authority to make sure that all financial information is correct, accurate, and complete. 16. Ownership. All funds and obligations of the Authority are the property and responsibility of the Authority. Upon termination of this Agreement, all funds and obligations will be remitted to the Authority, or its new fiscal agent. 17. Cost. The fiscal agent services outlined above will be provided the Authority for a fee of $10,250.00 a month ($123,000 annually) for fiscal year ending June 30, 2021, a fee of $10,557.50 a month ($126,690 annually) for fiscal year ending June 30, 2022, and a fee of $10,873.50 a month ($130,482 annually) for fiscal year ending June 30, 2023. The County has permission to transfer funds from the Authority funds to the County funds by journal entry each month to pay for this service. 18. Term. This agreement shall begin on July 1, 2020 and shall terminate on June 30, 2023. Further, either the County or the Authority may terminate the Agreement at any time with one year written notice to the other. In witness whereof, the parties have caused this Fiscal Agent Agreement to be executed by their authorized officers. BOARD OF SUPERVISORS OF ROANOKE COUNTY In Its: COUNTY ADMINISTRATOR APPROVED AS TO FORM LIM Its: COUNTY ATTORNEY WESTERN VIRGINIA REGIONAL JAIL AUTHORITY By: Its: SUPERINTENDENT Page 3 of 3 ACTION NO. ITEM NO. G.5 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: APPROVED BY: ISSUE: June 9, 2020 Request to approve fiscal agent agreement for the Regional Center for Animal Care and Protection (RCACP) Laurie Gearheart Director of Finance and Management Services Daniel R. O'Donnell County Administrator Approve a fiscal agent agreement with the Regional Center for Animal Care and Protection BACKGROUND: The County of Roanoke has served as the fiscal agent for the Regional Center for Animal Care and Protection (RCACP) since December 2012. DISCUSSION: The current agreement expires on June 30, 2020, and is recommended for renewal through June 30, 2023. Fiscal agent responsibilities include Accounting, Accounts Payable, Payroll and Purchasing and are outlined on the attached agreement. The RCACP approved this agreement during their budget process. FISCAL IMPACT: The RCACP will pay the County of Roanoke $57,783, $59,517 and $61,302 for fiscal years ending June 30, 2021, 2022 and 2023, respectively to provide fiscal agent services. The annual revenue received for providing this service was included as a recovered cost in the County General Government Budget. Page 1 of 2 STAFF RECOMMENDATION: Staff recommends approval of the attached fiscal agent agreement with the Regional Center for Animal Care and Protection, in substantially the format submitted, and authorizing the County Administrator to sign the agreement. Page 2 of 2 Fiscal Agent Agreement Between The County of Roanoke, And The Regional Center for Animal Care and Protection This agreement is made the 9t" day of June 2020, by and between the Board of Supervisors of Roanoke County ("County"), a political subdivision and county of the Commonwealth of Virginia, and The Regional Center for Animal Care and Protection, an intergovernmental agreement between the County of Roanoke, City of Roanoke, Town of Vinton, and Botetourt County. RECITALS 1. The Regional Center for Animal Care and Protection (Regional Pound) was created by an intergovernmental agreement dated December 11, 2012, between the charter members of the City of Roanoke, County of Roanoke, Town of Vinton and Botetourt County pursuant to code section 3.2-6546 of the Code of Virginia which requires the governing body of each county, to be maintained and allows one or more "pound" in conjunction with one another. town, or city to maintain or cause a "pound" ocal governing bodies to operate a single 2. Section 3.2 of the intergovernmental agreement designates the County of Roanoke to be the fiscal agent until otherwise agreed to by a unanimous vote of the Executive Committee, and the fiscal agent is required to maintain a program account for the receipt of funds paid by the Participating Localities and fees paid by the general public, and for payment expenses for the operation, maintenance, repairs, and capital improvements to the Regional Pound. AGREEMENT The County is hereby authorized to serve as Fiscal Agent for the Regional Pound as set forth herein. As such, the Regional Pound and the County agree to the provisions outlined below: 1. Maintenance of Books. The County will establish a separate fund(s) on the County financial system to maintain the financial records of the Regional Pound. 2. Pooled Cash. As part of the overall pooled cash concept that is used by the County, the cash of the Regional Pound will be accounted for separately but may be pooled with the cash of the County and other agencies that the County serves as fiscal agent. As such, the Treasurer of the County is authorized to make investments for the pooled cash in accordance with applicable law, including, without limitation, the Investment of Public Funds Act, 2.2-4500 et seq., Code of Virginia (1950), as amended, Page 1 of 4 and the Virginia Security for Public Deposits Act, 2.2-4400 et seq., Code of Virginia (1950), as amended . 3. Negative Cash. As a participant in the pooled cash concept of the County, the Regional Pound may have a negative cash balance from time to time. The Regional Pound agrees to minimize the negative cash to the extent possible. The cash balance must be positive at the end of the fiscal year. 4. Interest Income. At the end of each month, the County allocates interest income earned during that month to all of the funds based upon the percentage participation on the pooled cash. If the net interest income is negative at the end of a month, then negative interest will be allocated to the fund. 5. Loss on Investments. In the unlikely event that the County pooled cash has a loss on an investment through default, market decline, or other reason except for negligence, theft, or legal violations by the County and/or its agents, the Regional Pound will share in the loss using the methodology described in paragraph 4. 6. Revenues. All revenues of the Regional Pound will be deposited with the County Treasurer. 7. Payment of Vendors. The County will make vendor payments for the Regional Pound. These payments will be made in a manner consistent with County procedures. These payments will be combined into the normal County vendor payment process, and as such the check stock used will be the County of Roanoke, and will be signed electronically with the signatures that appear on County checks. Reference to the Regional Pound may be made on the description line of the check. 8. Payment of Payroll. The County will process the payroll for the Regional Pound. These payments will be made in a manner consistent with County procedures and follow the County payroll cycle. 9. Processing of Payroll Taxes. The County will file all payroll taxes for the Regional Pound. 10. Procurement. The County is available for consulting on Procurement activities as requested by the Regional Pound. 11. Risk Management. The County is available for consulting on insurance coverage as requested by the Regional Pound. The Regional Pound will be charged directly for the costs associated with worker's compensation, insurance for property and equipment, and the cost of health insurance not covered by premiums. 12. Financial Reports. The County will work with the Regional Pound staff and Executive Committee to provide meaningful financial reports, as needed, for the Regional Page 2 of 4 Pound on a mutually convenient schedule. This will include monthly and annual financial reports prepared for the Regional Pound's scheduled Executive meetings. 13. Systems. The County will provide access to the County's Financial System. 14. Audit. The County will assemble a review team that will include staff of the Regional Pound and the County. This team will procure an audit firm to conduct the Regional Pound's annual audit. The County will work with the auditors selected to prepare the audit of the Regional Pound. The Regional Pound will maintain overall responsibility for the integrity of the Regional Pound's financial records that are provided to the County and the auditor. The Regional Pound will be charged for the cost of the audit. 15. Errors and Omissions. It is the responsibility of the Regional Pound to ensure that all of the Regional Pound's financial information which shall be provided to the County and\or any audit firm procured by the County on behalf of the Regional Pound is correct, accurate, and complete. 16. Ownership. All funds and obligations of the Regional Pound are the property of the Regional Pound. Upon termination of this Agreement, all funds and obligations will be remitted to the Regional Pound, or its new fiscal agent. 17. Cost. The fiscal agent services outlined above will be provided to the Regional Pound for a fee of $4,815.25 a month ($57,783.00 annually) for fiscal year ending June 30, 2021, a fee of $4,959.75 a month ($59,517.00 annually) for fiscal year ending June 30, 2022, and a fee of $5,108.50 a month ($61,302.00 annually) for fiscal year ending June 30, 2023. The County has permission to transfer funds from the Regional Pound funds to the County funds by journal entry to pay for this service. 18. Term. This agreement shall begin on July 1, 2020, and shall terminate on June 30, 2023. Further, either the County or the Regional Pound may terminate at any time with one year written notice to the other. In witness whereof, the parties have caused this Fiscal Agent Agreement to be executed by their authorized officers. BOARD OF SUPERVISORS OF ROANOKE COUNTY Its: COUNTY ADMINISTRATOR Approved as to form: Page 3 of 4 Roanoke County Attorney REGIONAL CENTER FOR ANIMAL CARE AND PROTECTION By: Its: Chief Executive Officer Page 4 of 4 ACTION NO. ITEM NO. G.6 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: AGENDA ITEM: SUBMITTED BY: June 9, 2020 Request to accept and allocate the Washington/Baltimore High Intensity Drug Trafficking Grant funds in the amount of $64,375 to the Roanoke County Police Department for the Roanoke Valley Regional Drug Unit Howard B. Hall Chief of Police APPROVED BY: Daniel R. O'Donnell County Administrator ISSUE: Accept and allocate grant funds in the amount of $64,375 from the High Intensity Drug Trafficking Areas (HIDTA) Program to the Roanoke County Police Department for the Roanoke Valley Regional Drug Unit BACKGROUND: The HIDTA funds were provided to the Roanoke Valley Regional Drug Unit to identify drug trafficking organizations and, when possible, to prosecute the cases as drug trafficking conspiracies. Roanoke County Police Department serves as the lead agency and the Roanoke County Department of Finance and Management Services serves as the fiscal agent. DISCUSSION: The Roanoke Valley Regional Drug Unit received a commitment of funding from HIDTA in the amount of $64,375 for the 2020 calendar year. These funds will be used to continue to support investigations of drug trafficking organizations that are operating in the greater Roanoke Valley. Page 1 of 2 FISCAL IMPACT: No matching funds are required by the County. The grant is one hundred percent (100%) federal funds. STAFF RECOMMENDATION: Accept and allocate grant funds in the amount of $64,375 from the High Intensity Drug Trafficking Areas (HIDTA) Program to the Roanoke County Police Department for the Roanoke Valley Regional Drug Unit. Page 2 of 2 Recipient Obligation Form "*All Information MUST be Provided" T - AGENCY: Roanoke Police Department Agency Tax ID: 5 4 _ &,o a is -,a Program: Washington/Baltimore HIDTA : Agency DUNS: OG - a 3 S - 3 (c 10 Performance Period: January 1, 2020 -December 31, 2020 Duration: 12 months Authorized Amount: $ 67,500.00 'Grant Number: G20WB0o04A, 2020 HIDTA FUNDS,' Recipient Point of Contact: St rrv£n (Print Name) s sho A- aroan&EcourhtVa.50V (Email) 99 a5 CoyQ Rout) RonnokE . VA a4019 (Address) Type of Entity (Circle): Non-profit/educational/or government Commercial/For Profit Provide a copy of your Overtime Policy and Hourly/Differential Rates. Agency acknowledges receipt of Washington/Baltimore HIDTA directives and I Agreement? Initial: The appropriate programmatic and administrative personnel involved in this application are aware of applicable sponsor guidelines and pc and are prepared to enter into a recipient agreement consistent with the applicable flow -down requirements. I hereby certify that neither recipient listed above, nor its principals, are presently disbarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from participation in this transaction by any U.S. Federal department or agency. To the best of my knowledge, the enclosed repr( a true, complete, and accurate representation of work to be performed and costs to be incurred in the performance of the proposed project. Authorized Organization Representative Signature: Print AOR Name:Dater Stsv�n , t�._ Shoe' _ . AOR Title: (iommondEr 2020 GY MASTER BUDGET 2021 Snanezol::1ePM,a Initiative 2021 RVRDI A. LINE ITEM Agency: r Last Name of Employee First Name HIDTA Title ICE -Homeland Security Investigations Reimbursable to agency GMU UB HIDTA paid MU Cost 1 $ 2 $ 3 $ 4 $ 5 Total by Fiduciary: $ - $ - $ - 6 B. Fringes Total by Personnel: $ - LINE ITEM Name of employee First Name HIDTATitle GMU UB MU Cost 7 $ 8 $ 9 $ 10 $ 11 Total by Fiduciary: $ - $ • - $ - 12 LINE ITEM C. OVERTIME - Must be on roster and TFO Last Name TFO First Name Title full time to group it cap ea. P/A P/A P/A FRINGE TOTAL $ P/A - Cost 13 $0.00 14 $0.00 15 $0.00 16 $0.00 17 $0.00 18 Total by Parent Agency: $ - $ - $ - $ - 19 D. TRAVEL/TRAINING TOTAL OVERTIME MU $ LINE ITEM Detailed Description Number traveling Cost Each GMU UB MU Cost 20 $ 21 $ 22 Total by Fiduciary: $ - $ - $ - 23 Total Travel/Training: $ - E. FACILITIES LINE ITEM Location Cost per square foot Reimbursable to agency GMU HIDTA paid UB MU Cost 24 $ 25 $ 26 27 Total by Fiduciary: $ - $ - $ - $ - 28 SERVICES- $ LINE ITEM F. Interagency Detailed Description Agreement Roanoke County PD Cost 7 Copier $ 1,529.00 $ 1,529.00 30 Admin $ 22,252.00 $ 22,252.00 31 GPS and Pole Camera $ 3,100.00 $ 3,100.00- 32 Cell Phones $ - 8,950.00 $ 8,950.00 33 Purchase of Information; Purchase of Information,Purchse of Service PEPIPS funds $ 19,669.00 $ 19,669.00 34 $ - 35 $ - 36 Total to Agency:1 I 1 1 $ 55,500.00 37 Services Total: $ 55,500.00 LINE ITEM F. Services - Vehicle Reimbursement (Musi.be TFO Last Name TFO First Name Parent Agency on roster and full time) rr year Parent Agency Parent Agency Parent Agency. Cost 38 $0.00 39 $0.00 40 $0.00 41 $0.00 42 $0.00 43 0.00 44 $0.00 45 Total by Parent Agency (P/A) $ - $ - $ - $ - LINE ITEM Detailed Description Quantity i iri - Price Ea. GMU Vehicle Reimbursement Total to MU $ UB MU - Cost 48 $ 49 $ 50 $ 51 $ 52 Total by Fiduciary: $ - $ - $ - 53 Equipment total: $ - 5/29/202012:10 PM sal MASTER BUDGET 2021 ,,, - LINE ITEM Detailed Description Quantity Price ea. GMU UB MU Cost 54 general office supplies $ 8,875.00 $ 8,875.00 55 $ 56 $ 57 $ 58 $ 59 Total by Fiduciary: $ - $, - $ 8,875.00 60 Supplies Total$ - 1. Other 8,875.00 LINE LINE REM GMU UB MU Cost 61 Administrative Fee $ 62 Indirect UB 32.5% Personnel $ - 63 Indirect GMU 10% Personnel + Fringe $ - 64 PEP[ Reimbursed through MU $ - 65 Total by Fiduciary: $ - $ - $ - 66 Other Total: $ - Total GMU $ - Total UB' $ - Total MU $64,375:00 TOTAL AGENCY $ 64,375.00 TOTAL RESOURCES BUDGET $ 3,125.00 TOTAL TO FEDERAL AGENCY $ - 2021 BUDGETTOTAL 671500 PEPI Federal A enc Aeencv Name Cost 72 -DEA . - .$ - TOTAL FEDERAL Agency $ - RESOURCES �—ffls —area of touched budget1(. LINE ITEM Facilities: Location 5 uare Foot Pers uare Foot GMUCost 73 - .. $ - 74- 75 $ 76 - $ - TOTAL Facilities Resources $ - Services-Descrintion n Cost Ea. MU Cost 77$0.00 78 . ,. $0.00 79$Q.00 80 $0.00 81 TOTAL Services Resources $ - 82 Other Costs: Ouantltv Cost Ea. Cost 83 Mercyhurst Admin Fee 1 $ 3,125.00' -$ 3,125.00 84 85 TOTAL Other Resources $ 3,125.00 TOTAL RESOURCES BUDGET $ 3,125.00 N Y O C m O O A O U 0000 O O 14 Ql Ql 00 M LM Ql 00 Cil N rl M Lr Lr Lr� i eq 00 m M W 0`00 y0)j r -I r -I .� N 01 uO O N O O bA M O •- m *' C O V a 01 O O C N o � 14 01 O 00 Ql r -I l0 LM W 01 LM N O 00 N01 M i U C1 Opo 00I� M l0 N M Q M com N N C D U N 0 C2 -a N ;;�- Ql U? 0 E � N Op r^I 0 N 0 O U a O1 U ++ O C U C C � N a O 0 Q Ucn �+ N C O C -a m OA 0 M 0) O +' O N � O N C a)CL Ol O w 0 0 N O 0 C m i N m Li W Cl 0 O C N p L is E O vl Qj a N 01 C m N 4- � m +, L m O i CL N Q Q 0 m CL ° m a a -0 a a Q m a a Q Q Co COUNTY OF ROANOKE, VIRGINIA CHANGES IN OUTSTANDING DEBT Changes in outstanding debt for the fiscal year to date were as follows Submitted By Laurie L. Gearheart Director of Finance and Management Services Approved By Daniel R. O'Donnell County Administrator Unaudited Outstanding Outstanding June 30, 2019 Additions Deletions June 9, 2020 General Obligation Bonds $ 1,866,987 $ - $ 918,865 $ 948,122 VPSA School Bonds 91,947,188 - 8,885,422 83,061,766 Lease Revenue Bonds 75,035,000 9,025,000 3,060,000 81,000,000 Subtotal 168,849,175 9,025,000 12,864,287 165,009,888 Premiums 11,356,389 1,245,358 - 12,601,747 $ 180,205,564 $ 10,270,358 $ 12,864,287 $ 177,611,635 Submitted By Laurie L. Gearheart Director of Finance and Management Services Approved By Daniel R. O'Donnell County Administrator