HomeMy WebLinkAbout6/2/1992 - RegularFR ANS.
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ROANOKE COUNTY BOARD OF SUPERVISORS
ACTION AGENDA
JUNE 2, 1992
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Welcome to the Roanoke County Board of Supervisors meeting. Regular
meetings are held on the second Tuesday and the 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.
THIS IS AN ADTOURNED MEETING FROM MAY 26, 1992.
FOLLOWING THE MEETING, THE BOARD OF SUPERVISORS WILL
TOUR PROTECTS TO BE INCLUDED IN THE PROPOSED BOND
REFERENDUM.
A. OPENING CEREMONIES (8:00 A.M.)
1. Roll Call AT 8:05 A.M..
HCN ABSENT
B. REQUESTS TO POSTPONE, ADD TO, OR CHANGE THE
ORDER OF AGENDA ITEMS
NONE
C. NEW BUSINESS
1. Approval of Agreements and Acknowledgement of the
Issuance of Solid Waste System Bonds for the Roanoke
Valley Resource Authority.
R-6292-1
BIJ MOTION TO ADOPT RESO
® Recy~,e P,Pe,
AYES-BLJ,EGK,FM,LBE
NAYS-NONE
ABSENT-HCN
D. ADJOURNMENT AND TOUR OF PROPOSED BOND
PROJECTS
ADTOLTRNMENT FOLLOWING TOUR
12:25 Garst Mill Park
Note drainage concerns and proposed park development
12:40 Starkey area
• View Starkey Road/Merriman Road drainage situation
• View Starkey Treatment Plant property potential for park
• View Starkey Park
1:00 Return to Administration Center
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ROANOKE COUNTY BOARD OF SUPERVISORS
AGENDA
JUNE 2, 1992
r,~r.r.3.:, ~ s ,,. ~:~
Welcome to the Roanoke County Board of Supervisors meeting. Regular
meetings are held on the second Tuesday and the 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.
THIS IS AN ADTOURNED MEETING FROM MAY 26, 1992.
FOLLOWING THE MEETING THE BOARD OF SUPERVISORS WILL
TOUR PROTECTS TO BE INCLUDED IN THE PROPOSED BOND
REFERENDUM.
A. OPENING CEREMONIES (8:00 A.M.)
1. Roll Call.
B. REQUESTS TO POSTPONE, ADD TO, OR CHANGE THE
ORDER OF AGENDA ITEMS
C. NEW BUSINESS
1. Approval of Agreements and Acknowledgement of the
Issuance of Solid Waste System Bonds for the Roanoke
Valley Resource Authority.
D. ADJOURNMENT AND TOUR OF PROPOSED BOND
PROJECTS
® qq~Y~~
TENTATIVE ITINERAKY'
BOARD OF SLPERVISORS TOUR
TUESDAY JUNE 2, 1992
The tour will be a driving tour in a van with the only
scheduled stop being at the Hollins Library. Times noted are
approximations based on the use of a van instead of automobile.
8:15 Leave Roanoke County Administration Center
8:40 Il.oanoke County Career Center
Drive by Gearhart Park maintenance faci:Li.ty, ball
field lights at the Career Center fields
8:55 Stonebridge IT Park
Drainage concerns along Fvo1f Creek area
9:10 Vinyard Park
Drainage and erosion along Glade Creek,
Development of the original. Vinyard Park site,
look at new Vinyard site, review relationship of
distance to the suggested Bonsack area.
9:30 Bonsack Area Park (School Board property - Orchards)
Observe location of the School Board property to
the Vinyard area and consider for development.
10:00 Walrond Park
Soap Box Derby Track development, and suggested
development in the Bond Proposal
10:20 Sierra Drive Sink Hole
Drainage problems
10:35 Hollins Branch Library
See existing facility and take break
11:00 Northside School Property
Site of Forensics Lab and ball field improvements
11:30 Dixie Caverns Landfill sigh t
View Fl,y-ash piles to be removed
11:45 Valley TechPark
12:20 Garst Mill Park
Drainage concerns and proposed park development
12:35 Starkey Park area
View Taylor trac t, Starkey Park, old Starkey
Treatment plant, and drainage problems along
Merriman Road
1:00 Return to Administration Center
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY,
VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER,
TUESDAY, JUNE 2, 1992
REBOLIITION 6292-1 APPROVING AND RATIFYING CERTAIN AGREEMENTS
WITH RESPECT TO THE ROANORE VALLEY REBOIIRCE AIITHORITY AND
ACKNOWLEDGING THE ISSIIANCE OF THE AIITHORITY~S SOLID WASTE SYSTEM
REVENIIE BONDS, SERIES 1992 IN CONNECTION WITH THE AGREEMENTS
The County of Roanoke, Virginia ("County") is a member of the
Roanoke Valley Resource Authority ("Authority") pursuant to the
Virginia Water and Sewer Authorities Act, Chapter 28, Title 15.1,
Code of Virginia of 1950, as amended ("Act") and has entered into
the Roanoke Valley Resource Authority Members Use Agreement, dated
as of October 23, 1991 ("Members Use Agreement") among the Roanoke
County Resource Authority (as predecessor to the Authority), the
County, the City of Roanoke, Virginia ("City") and the Town of
Vinton, Virginia ("Town"). The Authority proposes to issue its
Solid Waste System Revenue Bonds, Series 1992 ("Bonds") in an
amount not to exceed $40 million to finance the cost of acquiring,
constructing and equipping a sanitary landfill, transfer station
and related facilities to provide a regional solid waste disposal
system for members of the Authority ("Project"). To facilitate the
sale of the Bonds, the parties to the Members Use Agreement desire
to amend certain of its terms by executing a First Amendment to
Roanoke Valley Resource Authority Members Use Agreement dated as of
June 1, 1992 (the "First Amendment").
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
THE COUNTY OF ROANOKE, VIRGINIA:
1. Approval of Agreements. The Board of Supervisors hereby
approves the First Amendment and approves and ratifies the Members
Use Agreement, the Assignment Agreement, dated as of October 23,
1991, among the Roanoke Valley Regional Solid Waste Management
Board, the Roanoke County Resource Authority (as predecessor to the
Authority), the City, the Town and the County, and the Distribution
and Indemnification Agreement, dated as of October 23, 1991, among
the Roanoke Valley Regional Solid Waste Management Board, the
Roanoke County Resource Authority (as predecessor to the
Authority), and the City, the Town and the County; all of which
were previously approved by the Board of Supervisors by Resolution
No. 102391-1 dated October 23, 1991.
2. Acknowledgement of Authority Financins. The Board of
Supervisors acknowledges the Authority's intention to issue the
Bonds in June of 1992, and further acknowledges that the Authority
is issuing the Bonds in order to undertake its duties and
obligations under the Members Use Agreement.
3. Pro Rata Share. The County Administrator is authorized
1
and directed to include in the budget to be submitted to the Board
of Supervisors in each fiscal year or in such supplemental requests
for appropriations as may be necessary, an amount equal to the
County's Pro Rata Share (as defined in the Members Use Agreement),
if any. The County's obligation to make Pro Rata Share payments
under the Members Use Agreement is subject to and dependent upon
annual appropriations being made from time to time by the Board of
Supervisors for such purpose. Nothing in the Members Use Agreement
or this Resolution shall constitute a pledge of the full faith and
credit of the County or require or be deemed to require
appropriations to be made. The facilities and services to be
provided by the Project are essential and necessary to the
operations of the County.
4. Further Actions. The County Administrator and such
officers and agents as he may designate are authorized and directed
to execute and deliver the First Amendment with such modifications
as they deem necessary or appropriate to facilitate the sale of the
Bonds, and such officers are further authorized to prepare,
executed and deliver any and all instruments, certificates and
other documents and to take such action as they deem appropriate to
carry out the purposes of this Resolution and any such action
previously taken is hereby ratified and confirmed.
5. Effective Date. This Resolution shall take effect
immediately.
On motion of Supervisor Johnson to adopt the resolution, and
carried by the following recorded vote:
AYES: Supervisors Johnson, Kohinke, Minnix, Eddy
NAYS: None
ABSENT: Supervisors Nickens
A COPY TESTE:
Mary H. Allen, Clerk
Roanoke County Board of Supervisors
cc: Diane D.
John R.
Gardner
Carolyn
Mary F.
File
Hyatt, Director, Finance
Hubbard, CEO, RVRA
W. Smith, Chairman, RVRA
S. Ross, Clerk, Vinton Town Council
Parker, Clerk, Roanoke City Council
2
ACTION NO.
ITEM NUMBER '-'"
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE: June 2, 1992
AGENDA ITEM: Approval of Agreements and Acknowledgement of the
Issuance of Solid Waste System Bonds
~'OUNTY ADMINISTRATOR'S COMMENTS:
SUMMARY OF INFORMATION: In order to enhance the sale of the Solid
Waste Management Bonds through the Roanoke Valley Resource
Authority it is necessary to strengthen the provisions of the
Member Use Agreement, dated October 23, 1991, among the Roanoke
Valley Resource Authority, the County of Roanoke, the City of
Roanoke, and the Town of Vinton. This First Amendment addresses
the following concerns:
1) The localities will commit to the disposal of waste
delivered by or on behalf of the locality to the facility.
2) In the event that a new annual budget has not been
approved at the beginning of a fiscal year, the Roanoke
Valley Resource Authority will continue to operate under
the annual budget of the preceding year until the new
budget is approved.
3) The Termination on Default provision cannot be used while
there are outstanding bonds.
The attached resolution ratifies the existing documents that
are a part of the bond sale documents, acknowledges the sale of
bonds by the Resource Authority, authorizes the County
Administrator to include any pro rata deficits in the budget
process, and approves the First Amendment to the Member Use
Agreement.
STAFF RECOMMENDATION: Staff recommends adopting the attached
resolution.
1
Respectfully submitted, Approved by,
Y~J C.Q,7t~2J ~ • ~j
Diane D. Hyatt Elmer C. Hodge
Director of Finance County Administrator
----------------------------------------------------------------
ACTION VOTE
No Yes Abs
Approved ( ) Motion by:
Denied ( ) Eddy
Received ( ) Kohinke
Ref erred ( ) Johnson
To Minnix
Nickens
2
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY,
VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER,
TUESDAY, JUNE 2, 1992
RE8OLIITION APPROVING AND RATIFYING CERTAIN AGREEMENTS
WITH RESPECT TO THE ROANORE VALLEY RESOIIRCE AIITHORITY AND
ACKNOWLEDGING THE ISSIIANCE OF THE AIITHORITY'8 SOLID WASTE
SYSTEM REVENIIE BONDS, SERIES 1992 IN CONNECTION
WITH THE AGREEMENTS
The County of Roanoke, Virginia ("County") is a member of the
Roanoke Valley Resource Authority ("Authority") pursuant to the
Virginia Water and Sewer Authorities Act, Chapter 28, Title 15.1,
Code of Virginia of 1950, as amended ("Act") and has entered into
the Roanoke Valley Resource Authority Members Use Agreement, dated
as of October 23, 1991 ("Members Use Agreement") among the Roanoke
County Resource Authority (as predecessor to the Authority), the
County, the City of Roanoke, Virginia ("City") and the Town of
Vinton, Virginia ("Town"). The Authority proposes to issue its
Solid Waste System Revenue Bonds, Series 1992 ("Bonds") in an
amount not to exceed $40 million to finance the cost of acquiring,
constructing and equipping a sanitary landfill, transfer station
and related facilities to provide a regional solid waste disposal
system for members of the Authority ("Project"). To facilitate the
sale of the Bonds, the parties to the Members Use Agreement desire
to amend certain of its terms by executing a First Amendment to
Roanoke Valley Resource Authority Members Use Agreement dated as
of June 1, 1992 (the "First Amendment").
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
THE COUNTY OF ROANOKE, VIRGINIA:
1. Approval of Agreements. The Board of Supervisors hereby
approves the First Amendment and approves and ratifies the Members
Use Agreement, the Assignment Agreement, dated as of October 23,
1991, among the Roanoke Valley Regional Solid Waste Management
Board, the Roanoke County Resource Authority (as predecessor to the
Authority), the City, the Town and the County, and the Distribution
and Indemnification Agreement, dated as of October 23, 1991, among
the Roanoke Valley Regional Solid Waste Management Board, the
Roanoke County Resource Authority (as predecessor to the
Authority), and the City, the Town and the County; all of which
were previously approved by the Board of Supervisors by Resolution
No. 102391-1 dated October 23, 1991.
2. Acknowledgement of Authority Financing. The Board of
Supervisors acknowledges the Authority's intention to issue the
Bonds in June of 1992, and further acknowledges that the Authority
is issuing the Bonds in order to undertake its duties and
obligations under the Members Use Agreement.
1
3. Pro Rata Share. The County Administrator is authorized
and directed to include in the budget to be submitted to the Board
of Supervisors in each fiscal year or in such supplemental requests
for appropriations as may be necessary, an amount equal to the
County's Pro Rata Share (as defined in the Members Use Agreement),
if any. The County's obligation to make Pro Rata Share payments
under the Members Use Agreement is subject to and dependent upon
annual appropriations being made from time to time by the Board of
Supervisors for such purpose. Nothing in the Members Use Agreement
or this Resolution shall constitute a pledge of the full faith and
credit of the County or require or be deemed to require
appropriations to be made. The facilities and services to be
provided by the Project are essential and necessary to the
operations of the County.
4. Further Actions. The County Administrator and such
officers and agents as he may designate are authorized and directed
to execute and deliver the First Amendment with such modifications
as they deem necessary or appropriate to facilitate the sale of the
Bonds, and such officers are further authorized to prepare,
executed and deliver any and all instruments, certificates and
other documents and to take such action as they deem appropriate
to carry out the purposes of this Resolution and any such action
previously taken is hereby ratified and confirmed.
5. Bffective Date. This Resolution shall take effect
immediately.
2
MWBB DRAFT
OF 5/2.7/9:
r• zTt~'i~ ~m~irl~mEtaT T~
ROLINOKE VALLEY RF~;OiTT2t:E AU'!'11U1t1't'Y
r1E1vI13EfiS USE 11Ckt1uM~NT
THIS FTRr~T AMLNllMI;NT TO ROANOKE VAT~T~~:Y RESUUkCl~ AUTHORITY
MEMBERS CTSE AGT;EEMENT (the "First Amendment") i~ ttiade as Qf
June 1, 192, by arld among the R4ANOKE VALI,F.Y RE~~C7URt~E AU'1'tlORITY,
a~ : UCCCG~DY to t}1~! Rc~t~noke County R~t~c:UuYL~ Au L},c~c'.i l.y (l.}ie
"Authority") , the COUNTY U!~' hO11NOKE, VIRGINIA (the "County°) , the
C`I`!'Y OF ROIINOKE, VIT2UTNTA (k.Y~~ "CltY") 311 C1 thC: TL?ti4N S}F VTTaT~Pd,
VIRGTNTA (the "Town") ; each of w}iir-:h are political subdivisions
of the C:nmm,ar~~..~e~~lth of Viruinia. ._
fiECIT1IL
wHEx}.iAS, the pert Les hereto eiltervd into the Roanolte viz 1 1 ey
Resr~urcc Authority MPmbnre. Uce 1lyiccmcnt doted October ?.:s, 159]
(the "Meltibcr~ Use AgrPPm?nt") undez• w}1i~~.i thc: Authority agreed to
acquire, aur~~kruct and equip ~ regional waste di;;~vsal system
con~irtir~g <~f a landfill and transfaz- station and related
5tructurc, anci equil3rnet~t (tlic "System") , .end to ~,~-ovide financing
therefor in 4tC~?r t~~ di~~rUe,~c: of ~~~I I nnnh,~T;,rr3ni~a snlir_1 c~3aste
delivered to the ~yetem }~y Ur can bch3lt of the Crnlnty, t.hr City
and the Town (aQ1lFctively, the "Charter Members"}.
WHERRA~, t'.ha Autt~~~x~ity has starters the design at~d planning
o£ the System, ha t~c~~~uired certain land theret~or and haq
developed a propor~=:~a ~~l:tn tit tindnu.i,ncl for thQ Sy.;tpm t,hrni~c~h t-hP
1 ;~t1,1T1C:E: [)f 1 t",R ;~ I. ]. r{ W't5tr S~j~tCY'A kcV'utiuc.: Liui,c3~ , Sit i ~h 1 ~~~
(the "hevenue F3oncl ,") .
WHEREAt~, in order to facilitate the sale by the Aul.h~:~t•jty of
• the Revenue Bonds and enhance their creditworthiness, the parties
hereto desire tv enter into this i'ir5t Amendment to make ccrtz2in
modifications to the Members flee Agreement-
zn consid?ratinn of 1-,hP fnrs~c~c~ i ny, k„}1e AuLt2U2:iLy aria G1'~~
Charter Members each agree as fallow
ARTICLE I
Definitii~n:~
The r_ aPit: ali zeri t: er•rn~; i n t,h i s First: Amendment have the
meanings given to them in the Mcmbcro Utie I~gx•ee2nent. tlnl Pss
otherwise defined.
ARTICLE II
Amendment of Me2r2k~ers Llse Actreert?nt
Section 2.1 Amendment tU section ~.1. Ser..tion 4.1 of the
Member::. Uso Ac7re<<~ment i;~ amended in its ?ntirety to read as
follows:
?;ei:t.i nn .~ . 1 riF I iver1r .end Ac:c:~~La~u:~. (dy Br'{~lnlYin{~ tiri
the start--i.)p i}atP and continuing throughout the term of this
AgrEement the Authority agrees to ac+~ept and ~lisf,ose of
Acceptable Waste delivered by or on behalf Uf the UsAYS in
accordance with the terms ot~ this Agrc:emr2'~t for the us~f~21
.life of the L,anda` i 11 "' , and a sees to do so at and throw h
the Facility unless an Uncantro le Circumstance renders
all Or a portion of ~.he Faail~~iity inoperable. In_.suoh cane
the Authority ~-_~~l urovid ~,~far disposal at an alternative
Bite after con~u t' with the Charter Members. The
_~_
Authority further agrees to use its best eft~orts to operate
the Facility t3s ~sc:r,tt~mically as possible and to maintain a
com~etitiv~ mi~~~~itt{~ l~~e structul~ t~5 ~1~~8uYa~~. u~~ ~f tl~i~
Facility by Private HaU l.~:r's.
(b) E.a~ch tT:;er shall have the right to dolivcr, or
cause to be delivered, to the r'a~~ility all Acceptable Waste
generated within its political jurisdiction. °" Except for
waste that is to ne recycled, each Charter Member User
furt,Yrer ar~rPQ~; to deliver,., or cause "~ to b4 daliv~red, to
the Facility all Acceptable Waste whicn__is generated or
ucllccted by thN Charter Member User, collected by a
Designated H~~ul.erl or collected by any other waste hauler
who collects Ac~~:eptable Waste "' on behalf,. of the Charter
Member User, ana each Charter Member User agrees to da so to
pi~vi~14 a ~:vii~LurcL r cv~!nue Stream to the 1SUthorlty 1ri
reGc~gnitian cat the fact that Priv~tp Haulers have no legal
obligation to use the: r'acility.
Section 2. 2 11meIlC}mc:nt to Section 5. ~, rertiarl 5. 9 cif the
Members iJs? AclreemNr~t is hereby amended to read in its wntire.ty
3S f~~ 7,AWS:
~er_.tian 5 , 9 . Annual. Budget. Tk-c~: Aixtllc:~z•it.y shall
provi cP to the Charter Mcmbcr Users far ~~~,prc~v~~ 1 fart cat'
before eaeM April 1 its annual budget for the upcomincJ
Fiscal Year ("Anrnial Isud~Jet") . '1'he Authority shall alsa
prc~v ir}r. tc~ t',hP C:h~rter Member LTSers Lvr dp~roval in advance
any amendment cif any kind to the Rnnual F3udgct. '1'hc Annual
J
P~idc3et sh.~11 ;ct forth (a.) ttie budgeted Operatin~~ Costs tc~r
~xu: h Fiscal Year , itemizing each category of expend i 1=~1r~
1r1~: iucling the ,~mnl~nt'. of n+.+k51 L~erv~.Ce P~'~~11u1'it~ ~:~~'wiriy clue lrl
the i~~xt. fiscal YCai ; (ii) tli~ budc~etecl QpeYatittg Revenues
for such F':i.c_al Year; attU (iii) tY1e budgeted expenditures
fvr such Fi.sc:a1 Year. '1'hc Authority ;hall also provide
Operating Costs ctnc_i C-peratinq Revenues f~c~r tYie then current
I~'isc.al Ycar. Ti~r~ Annual $udget 1=or an upc:oiniilg Fiscal Year
ana c~n~ r~mPniimc~lits t_tiereto stall not L-~a ef~("ec-:t.iv~~ ~,nd no
cxp~ii~li Lui e~ 51<<~ 1 ), k3~ mc:de by Htlr.hnri r.y .^, undar. the proDOSed
~~~~~..
Annual Budget unJasti anti until such Anttual Budget aTl~i any
~~~~
ame»r:]u,rirLb liav~ been apprc,ve~~ by the governing bodies of
County, C:i t-y r~tir.i '1'ntivn, such ~,pi~.rc'~Val not to be unroason3bly
withhPlc], Tt~,e l~uthority sh~i I 1 r.:c~nt.inue operating. within
the expenditure levels a roved r_lricier the 1lnnual t3udget
_. _ Pp .--
for thF immedic~t<ely preceding Fis~:al Year until such time as
d new Annual Budget iu approved.
S~_ction ? . 3 , Amy?~~~liucnt to Arti c I P VI , Article VI of the
M~mber5 U:~r~ hyr~~ment i~ here}~y aitwnc~cd in its enr_i t'ety' t.U read
as fallow~•
ARTIC')~E Vl
17RfiALTLT AND '1'1rl~M1NATION
Scotion 6.1. Nernedie~ fc~r Ucfault; I~i.mit~~tion:~ an
TermiF~ation.
(a) In the? evAnt. +7£ ti1,e k~r-cac:h by any party of ~~n
cablic~<<tiuT~i Under th i S AgrAr~ment , the L'iyht to recover
-4-
damages ~r to be I"~lllll)l!t'tiE!l3 will ordinarily~COnstitute art
adequate x'eiu~dy. The parties herata ac7ree-,that as long as
nny Bonds remain unpaid or their xpaymerlt__has not .been
p.rovidad for in nccordanoe with thQ Indenture, no party. may.
terminate its o)~liyations under this A~ire.ement.
(bj `Fh~ tluthority Tllily 2'efu5e tcl at.c:ept any
Aeccptab l P Waste that i;~ collected by a CFs~i• i£ su~:h User
fzila to pay nr~y Am~_,ttilt auG litLUUiia+ri utlLi l Ltir anic~ur~i. ctnd
~Zny late payment intrt-e~t un it liavc been paid it the
Attthc~t:'ity has m~ i i ~cl a written r<<~ticc of the t~~ i I urF tr., pay
the titnount due uncJ~r this A~~r'een~cnt to such User r)t the
adclre~~ to which invnir;~s are s~t~t by certified mail
arrnmpzniecl ~,y a copy of the invoice for• th< unpaid amount.
(c) '1'}l~v parties nPT-er.-e~ acknowled~_}~ that, in the
event of .any Everyt of llei=aul.t the? J~c.:»-~~~fnltltirig Faarty shall
be enti.tl~?ci to rec~~v~:r, to the extPnr £,t•nvan, all o£ their
respective clam~t~~es, iTfc:ludinq incidental and cr~nsYquetltial
dam~gns, r.-ltls~~1 }_+y auc~h Lvant ot~ T7pfattlt.. The p~•~rtiou
hereto agrc_~_ .hat ~~1<<nti~y~_•~ fc)r zany s~ir.h Rvent of Default may
include, withnut. limit4lliUn: (i) amounts payable under th1s
Ailz•eement (incE~ldinr~, wit}iUUt limi-tat ion, Ti}~1~1.ttg F?es);
(ii) Zvr~t revenue:; end dalu<<c3e~ urTdcr any contract unahl e to
l~~ prz•tu;~ui~~i ~.c~ rc:3 I i rr~3, in whc+le Ur' in part, by reason of
r,~.trh >=veni* ~+t llbfault; (iii) ~lUUU1Lx,.tl.u~~ umcunt:~ if required
t.incler atty c;ontraet CST- ~3C~YPP.1Zl~'T1t ~~:~ ci result of an Event of
Def~cult ~pecitied in Section 6.3 a~; (iv) interest from
-~-
the d~~tp of r~aymsnt GT1 arty amount borrowed Ur required to
be advaT-~ord iii u~nncction wik.ti such ~'vcnt of T~FfaT.~lt.,
including i ntwrest ~n amounts ~~aia tc~ mitigate d~~mages or
prevent a default. tx~UUi arising unc~~?r any agreement retatirYy
to ttic I'ac i 1 i ty or i t:~ c.~p~:rat i c.:r7~ ; (v) increased opPrat ing
CU~ts, and (viy reimbursement £c~r all reasonable expenses
at~d costs, inc.luc~ir:q the fee: and expenses of its coun:~el,
incurred in connrc.tion Witt: any prr~ceeding brought to
rerc~~~er such damagPS or to ~rrtorce the ~~rc.~visions of this
l~gl"c_C'mP..nt. '1'v the c~:Xt:r',-.Sit 1~e:r1iT1~tCC1 by A1~~~,11.c::aY~le Law, the
partiE~e Letela hereby waive the right to trial by jury in
any action or proc.eedinr~ k~r~c:u~~ht to entc~rc_:e, ~anstrue or
recover dGZnrayc:s ror ~~riy bre~4Y~ Vf this Agr~~TT~ent,.
Section f;.z. Fv~nt.s t"f ~cFdult Ly A,utrlr:t•ily. The
r~llowing :;hill ~~vnatitute ~n EveTit ~L Uctault by the
Authority ("Authuril.y Ucfault"):
(Z) The 11uthGrity's persistent ~r repeated
failure or refusal :~ubstanti~al ly to fu1Li11 any of its
material obl igatio~-cs tU any User in ar_.corclc~nce with this
Agreement un I ~,r~ :,~.:c:h failure or ref><~sal shell be excused or
justified by an [Tticni7tx`c~lld)::le CirrtTmst.ance or• d default by
~ i1Sf'I 1JwreundL~Y~ 1?rG'J1t~~~'~~i, f1D~dF-"v'87'r rhr~t n~~ $u41't tdiluL~ Vt
refusal s2ia11 conwtit.ute ~Trr Authority n~:fault uiile~~ and
until:
(i) Sti~~:h User tja;; given writt~?rr notice to
Author' ity f.;tit i nc~ that ir7 its opin i are ~~ ~~arti~Ulai
-~-
default or dcf~ulr_s (+:ies~_ribe~i in reasonable detail irl
~s>,t+.~tt n+~ti,c4) ~:xiSL Ll+;il. will, unless corrected,
c«I1sGitute a material t]r~e~+c.h ref this Iic~reement by the
Authority art+~ thti~t wi 3 1 i ti i t-.s npi n i+.~r- +~i~e ~}ser a
right to rei trrr~t.irsement or to recover d~-~m~~g~~; under this
llyrceme~zt, c~r~ fter aYl Bonds have ?peen laid, a right
to_terminate its ob~.igations hereun~e~ tit~l~~s sue:h
cicfault i r: i.t~rrc~c;i-n~1 within Z reason~~b I ~a pat'iUC_i Uf
tizn«_, and
(i i) Author i.t-.y ti~ti neithex' corrected such
c3efaull si~~r initieteil r•Hr~~;c~nable steps to correct It
within a r~a~onable per i c'];i c:~f time (which shall in any
event be t7UL less then th i rt.y clays from the date or
YP_Cc?1~?t. UL tti< notice given E~>ur:~~i~trt to clause (i) of
this Cer.t.ic>n) ; ~]s+~viclocl that it thr A+it.}rcrrity has
C0111?11QT1C?~ti~ ti} t_lke 1'~~i~Ol~c'a1:rlE Stc~i~ t'~~ c:cJiLYC.:~. 5ut:1]
de~au l t within sir~fi reasonable period r~!' t_ ; mom, it shall
not c:on~t,i t7~#•N ~r; nuttir~rity ^etau I t 1 csr ~~ lt~nc3 as the
luthority i s rnnt.ii7uin+~ tU tulcc reasonable step: to
° cuxx-ect it.
_., ~b )
c
~ ~ ~ +~J' ~e<:~i.inn G . 3 . FvFnt~ cif Uefault< bx U:,CL ;. Eoch of the
1 ~ ?i~
., ~ „r . followinta shall const'.a.t.ttt.? air Everit~ of Uc:fault by a iJser
r .1y ' ~ J ~ U'~" ir[7se - ~~
~(J~ ,; ~ ! ~~ ' ~ (a) The fr'~ i 1 rrt-w k?y a U~:e~• tv day any amount under
this; Agreeinet~L within GO c•1~y~ after re+_eiYat +ar written
invni~:Q ther?fOZ'; provided that: .f.111L1~r• to pay Such User's
-'l -
Pro t~;~ta ~hai-r t~~ ti result of l ~'i. I u.[ ~! UL the governing bony
. of such U~cr to ~~~~~}rc~priate the n2cPSSary monies shall not
cntlfititute a User f?~rsi~tZt ~ pr
(L) ~!'~ic failure i~Y• refusal by a User to Cttltill
~tty of its C~hl icl~tic,nP1 to ~uti~c~r~i+`y in aecor~]~ncc with tltiy
dlgrcement unless ::.uc:ti failure oz' refuwal is excused ar
justit i Pri }.~y ail Liriuantro 1 I Zk:,1N U.it?cumstan~c; pt~avi cletI that
ttv such failure ~r refus<~ l ~l~iall constitutz at1 Event oL
Def dult un f rfis an~~ unti 1:
(i) ~ut}iority hos Ui vatl prior written notice
tC~ auc:}: t!.^,nr .,t;,t in~~ their ir: its opi r~i c>n ~ particular
deftaulL or clefin~alt,s (de~ci•i)Ja~u in z-e~,~,~,t•~af,lY. cleLetil in
su4~~i rt~tice) ~xi sr, wf-~i c-.h will, unless rc7rt•Wr_~tyd,
cozistilute a mgt?rial k~t;~eac;tz of this A.greetnent on the
part et the User r,r~d which will in its opi ni c~~t7 give
Attthority a right t-.n reimbursement, recover damages
P :.- I I~
or refu~~vice,_under i-1-~i~, l~ctr-r~r,mcnt r~or c~~~u~r~ under
thi Se~tit~rt unless sirr..h cl+=fau].t is corrected within a
reasona~,l~ pFric~~~ cif '' timQ, ~nrl
(ii) much User has n«-ither cUz'z'ec~t~_d such
default War init is tc:d reason~~ b 1 ~? st.elas tq CU't-rcct it
within :~ re~sf~t~a}plc per iac~ csf time (whi~2i in any event
sha 1 t not 1_~e le:~•s t}~an t' i vP days froth t~~ie d;~tc of the
Writ i r€~ rxi ~rnri puryu:crit t~ ol~uc^ (a.) c,f this E=:tee-tiesn} ;
provided that if the User has commenced tc~ tike
reasu77d}~le step; tc, correct suc~i default within such
-8-
t'ires~c~„a}~le Pe,~~iUd ~f time, it shall not can=~titllt~? an
event of Default for as long as the User is cdntitiuing
to take reasonable steps to correct it, unless such
default creates an emergency situation which may
endanger public health t,r safety, threaten the
environment or~ endanger the continued operation of the
Landfill, in which ca:~~? an Dvent of Default shall be
deemed t~~ have occurred if su~~h cierault_ is not.
rnrrwr?-;r~~ within twn d;~,~c or loco.
;BCt 1 cri (', . •'~ . ~'el'At13YativlY vIY..,Dcraul L. __Ar Ler X11 8c~t,ds
have been paid or their pa~,rment provided for and they are no
longer considered aUtstandinG under the Indenture env User,
after giving written notice. to all t~arties may terminate
this Agreement with respect to itself upon~the oaGUrrence of
an Author~.ty befault to thQ oxtent permitxea by Applicable
Laws„ The termination of this Agreement by env User sht~ll
not term~.nate this_Agreement as to env Qthe,r User. The
prover exercise of the right of termination Shall be in
additioY~ 4v and not in substitution for, such other
~~
remedies, whether,~lamages or otherwise, of the party
clCcrcisinq the right o£ termination.
8ub'}ect to the terms and conditions of this Agreement,
if any User fails to pay its Tippincx Ftcs_ar fails to pay
its Pro Rata share after a o riations therefor have been
made, such User shall remain liable for such amounts and
ahall_ ti.VVil_L11lVC 4ta ]aa Luut,[~ ~JY f.hit3 7iyreemCnt._
-~-
section 5.5. survival of Certain Ricfhts and
nt~liq~t.ions. `phis AgrAamPnt, shall remain in hull force and
efrect a~ long as any Bonds rennin unpaid o,ir their payment
has not laaen pre~rided for under th8 Indenture. Thereafter,
this Agreement may bC terminated, but r7o termination of this
Agreement strall limit or otherwise a££ec:t the rights and
obligations c~£ ~tny party that have accrued kae£Ure the date
of such termin~~ti.on. Additionally, all obl ig~~ti ons of Users
with regard to ~~ny Un~rcceptable WaJtes shall survive the
termination ot~ this Agreement.
Section 6.6, kesolution of llisputes. The parties
agree that should any c~ii~si.i~~n arise between the Author i tl•
and a User w11c;~ i~ u signatory to this Agreement relative to
eithFr Fngineerittt# c.~r accounting, it shall be resolved as
follows:
(a} If a~ to engineering, them by a majority of a
committee of three c;amPosEd of an Nnginc~er appointed by the
Authority, an engirieF~r appointed by the User affec=ted, and
ate independent Pngineer, to be ohoscn by the tnrPgoing twa;
provi_~ea, howe~,•er, shnuld the first two appointees not riE?
Zble tc~ select thF thirr3 appointee within thirty (30} d~~ys
fallowing the d~tP of appc~int~tlet~t of the last of the fi i rst
t.wa appointees, then and in that event, application far
~Zppail~lttuent of the thi ~-~1 arbitrator ;;hall bc: made to the
Cirr_.t_iit Caur~~. judges ot" the 23rd Judicial Circuit of the
-10-
Cc~tttmonwealtl"i ~~f V~.rginia which til'lall ~Tppoint the third
arbitrator.
(~} If :ts to 3CCOUnting, t.Y1en by a majority of a
Conllllitt4c of thr~~ ~_Umppsed of the Ct1ieL !Financial officer
of the of tected i.r:~;~r, the authority ~ s chief financial
officer, and ~~n intl~F~endent ccrtifi.ec~ put~lic~ accountant, to
h~ ~.hos~.el1 by the fcl7•c~c~c~ing .two; pravidecl, however should the
first. twu a~pointee5 nc>t. be able to select thc~ third
appni"ntee within th.i rty (3 ~ } days following the rlate ~zf
appointment r_,f llic last af' tliE., first two appointees thetl
applicotinn far dll~.~ointment. ~,l" t.11~ third arbitrator shall kTe
m;~de to t.hr= C'ix•4uit Coui-t jt~cic~~s of t~':e ~:ird ,ludici~:l
Circuit of the Cuinu,Urlwcalth of Viz~yinia which sYlall appoint
the third t]T"hl ti: r-it~~L' .
{c) Tt1 eitliel' uric:, the char-yti cif the Independent
ittcliviaual shall hP borne e~luctlly by the aff~!c_:t.~ci t:bex' and
the Autli~rity.
ARTICT,R TTT
Mz.scellanNC~u~
Scrtion 3. 1. ~cver°~~bi .l i.t.y c1f ztiyalid provisions. If at7y
olause, prnvii~~n vr" :;cction of this First llmcndment is hP1r~1 to
be illEgal c,i invalid by any :-nT~rt., the invalidity of the cl~~use,
1_}r`a~ision c,r rr_+c~ti~~n 4~ri11 act nf~fr~,-t any of #.114 t~:lllallilliy
cldubes, prov7 ;lnn5 ux' ;;~:c:tions, ~~1nd this Fii~~•.t 1lmuncimc:nt will be
coi7strued and rnforc,eci 4;;~ if the i I 1 Pg~1 or invali~3 clause,
provision or. cc~r..tic}n h~iti riot been aonta ine.d in it .
-11-
Sect iUn :3 . 2 C:<~~~riter dr t~ . Ti1.i s F i~'~ t. Amendment may be
executed in atYy number at c::~urr~erpart~, each at' wtlicti, when so
cxecute~-i ana cielivcre~l, wi 1.1 be ~n original, anii ttie counterparts
taken together will. ~.en~titute i~t1e ~~nd the same instrument.
~cction .~ , 3 Goyern.inq T,~~w. 'T~~is First Amendment will be
gover~ticd by the laws of triz Comanru~wealth of Virginia.
~cetion .3 . ~ 11in~~ruarnents . T1iis ri= st Amendment n-~~~y be
amended only i n aGC:Ux"C.~~ir1C:C with t}~1N Farovision~ of trie Memk~ers Use
Agreement.
Section 3.5 ~ffec:tivc:ness of Memk~ers Uee R reemunt.
Except ~~s ex~~rcusly amPr,clacl in ttii~ First Amen~.lm~nt, all terms
and prnvisioi~~ Uf the MPmha.rs Use l~~~roc:~er.t sh~~ 1 1 r~~m~in in
eftecL and the Members II:;e F.~:L'FeiuLrit: shall bP r3~-~~>c~r:c9ed hereto and
is incot-pnrate,~ Yiercin ley thi=. z•e~cx-enc:c.
-1.2-
IN WZTNEU~ 4dnhhEOF, tl7Y ~~~rLieS Have caused this Fi7'st
Amendment to k~e ~xGC:utec± a:~ cif tt1H date above written.
ROATIC~KR VAr LEY RE~~C~Uh~'L•' l1U'1'HOHTTY
R7 .
rte,
~UUri'1'Y OF ROANOKF, VIRGINIA
~~,r r
ILA.
c~7T`c' Oi' RUnI`UK~;, 'J11~GIt'1IA
u `,~
Ltc:
TOWN OF VIT~TOt~1, ~'IkGIN1~A
Fy:
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-13-
O~ ROANp~.~
ti ~ ~ A
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1838
COUNTY ADMINISTRATOR
ELMER C. HODGE
(703) 772-2004
P.O. BOX 29800
ROANOKE, VIRGINIA 24018-0798
June 2, 1992
BOARD OF SUPERVISORS
LEE B. EDDY, CHAIRMAN
WINDSOR HILLS MAGISTERIAL DISTRICT
EDWARD G. KOHINKE, SR., VICE-CHAIRMAN
CATAWBA MAGISTERIAL DISTRICT
BOB L. JOHNSON
HOW NS MAGISTERIAL DISTRICT
H. ODELL "FUZZY MIN NIX
GAVE SPRING MAGISTERIAL DISTRICT
HARRY C. NICKENS
VINTON MAGISTERIAL DISTRICT
(703) 772-2005
Mr. Gardner W. Smith, Chairman
Roanoke Valley Resource Authority
1216 Kessler Mill Road
Salem, VA 24153
Dear Gardner:
Attached is a copy of Resolution No. 6292-1 approving and ratifying
certain agreements with respect to the Roanoke Valley Resource
Authority and acknowledging the issuance of the Authority's solid
waste system revenue bonds, Series 1992. This resolution was
adopted by the Board of Supervisors at their meeting on Tuesday,
June 2, 1992.
If you need further information, please do not hesitate to contact
me.
Sincerely,
Mary H. Allen, Clerk
Roanoke County Board of Supervisors
bjh
Attachment
cc: Diane D. Hyatt,
John R. Hubbard,
Carolyn S. Ross,
Mary F. Parker,
(~~~trt#~ ~~ ~~~xxt~~.e
Director, Finance
CEO, RVRA
Clerk, Vinton
Clerk, Roanoke
Town Council
City Council
® Recycled paper