HomeMy WebLinkAbout10/11/2016 - RegularINVOCATION:
Roanoke County
Board of Supervisors
October 11, 2016
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."
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Roanoke County
Board of Supervisors
Agenda
October 11, 2016
Good afternoon and welcome to our meeting for October 11, 2016. 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. The meetings are broadcast live on RVTV, Channel 3, and will be
rebroadcast on Thursday at 7:00 p.m. and on Saturday at 4:00 p.m. Board of
Supervisors meetings can also be viewed online through Roanoke County's website at
www.RoanokeCountvVA.gov. Our meetings are now closed -captioned, so it is
important for everyone to speak directly into the microphones at the podium. Individuals
who require assistance or special arrangements to participate in or attend Board of
Supervisors meetings should contact the Clerk to the Board at (540) 772-2005 at least
48 hours in advance. Please turn all cell phones off or place on silent.
A. OPENING CEREMONIES
1. Roll Call
B. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA
ITEMS
C. PROCLAMATIONS, RESOLUTIONS, RECOGNITIONS AND AWARDS
1. Proclamation declaring October 23-30, 2016, as Red Ribbon Week in the County
of Roanoke
D. BRIEFINGS
E. NEW BUSINESS
1. Request to approve proposed amendment to the Volunteer Incentive Program
(VIP) (Stephen G. Simon, Chief of Fire and Rescue)
Page 2 of 4
2. Resolution adopting a Legislative Program for the 2017 session of the Virginia
General Assembly and petitioning the General Assembly to favorably consider
the topics and issues addressed herein (Ruth Ellen Kuhnel, County Attorney; Tori
Williams, Planner II)
F. FIRST READING OF ORDINANCES
1. Ordinance to accept the conveyance of three (3) parcels of unimproved real
estate for Lila Drive, Hollins Magisterial District (David Holladay, Planning
Administrator)
G. SECOND READING OF ORDINANCES
1. Ordinance of the Board of Supervisors of the County of Roanoke, Virginia
authorizing Roanoke County support of financing by the Western Virginia
Regional Industrial Facility Authority (Thomas Gates, County Administrator;
Rebecca Owens, Director of Finance)
H. APPOINTMENTS
1. Board of Zoning Appeals (BZA) (appointed by District)
2. Budget and Fiscal Affairs Committee (BFAC) (appointed by District and At Large)
3. Clean Valley Council (At Large)
4. Economic Development Authority (EDA) (appointed by District)
I. 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 — September 13, 2016
2. Two monetary donations given to the Roanoke County Police Department to be
used for the Project Lifesaver Program
3. Confirmation of appointment to the Economic Development Authority (EDA)
(appointed by District)
4. Request to approve holiday schedule for calendar years 2017 and 2018
5. Designation of voting delegate to the Virginia Association of Counties (VACo)
Conference to be held November 13-15, 2016
Page 3 of 4
J. CITIZENS' COMMENTS AND COMMUNICATIONS
K. REPORTS
1. Unappropriated, Board Contingency and Capital Reserves Report
2. Outstanding Debt Report
3. Resolution No. 341 (09-16) from the Board of Supervisors of the Western Virginia
Water Authority honoring the service of H. Odell "Fuzzy" Minnix for his service as
a Director of the Authority
L. REPORTS AND INQUIRIES OF BOARD MEMBERS
1. George G. Assaid
2. Al Bedrosian
3. Martha B. Hooker
4. Joseph P. McNamara
5. P. Jason Peters
M. 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:
October 11, 2016
Proclamation declaring October 23-30, 2016, as Red Ribbon
Week in the County of Roanoke
Deborah Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
Proclaiming October 23-30, 2016, as Red Ribbon Week in the County of Roanoke
BACKGROUND:
Every year during the last week of October, Young Marines across the nation are on a
mission to spread the word about the importance of fighting against the use and
trafficking of illegal drugs. Red Ribbon Week is the Nation's oldest and largest drug
prevention program, reaching millions of Americans during the last week of October
every year. Red Ribbon Week is celebrated annually October 23-30. By wearing red
ribbons and participating in community anti-drug events and collecting proclamations,
young people pledge to live a drug-free lifestyle and pay tribute to DEA Special Agent
Enrique "Kiki" Camarena.
Young Marine CPL Cody Jackson is expected to be present to accept the proclamation.
Page 1 of 1
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DECLARING OCTOBER 23 THROUGH OCTOBER 30, 2016, AS
RED RIBBON WEEK IN THE COUNTY OF ROANOKE
WHEREAS, alcohol and other drug abuse in this nation has reached epidemic stages;
and
WHEREAS, it is imperative that visible, unified prevention education efforts by
community members be launched to eliminate the demand for drugs; and
WHEREAS, National Family Partnership (NFP) is sponsoring the National Red Ribbon
Campaign offering citizens the opportunity to demonstrate their
commitment to drug-free lifestyles (no use of illegal drugs, no illegal use of
legal drugs); and
WHEREAS, the National Red Ribbon Campaign will be celebrated in every community in
America during "Red Ribbon Week", October 23-30, 2016; and
WHEREAS, business, government, parents, law enforcement, media, medical, religious
institutions, schools, senior citizens, service organization and youth will
demonstrate their commitment to healthy, drug-free lifestyles by wearing
and displaying Red Ribbons during this week-long campaign; and
WHEREAS, we intend to further commit our resources to ensure the success of the Red
Ribbon Campaign.
NOW, THEREFORE, We, The Board of Supervisors or Roanoke County, Virginia on behalf of
all of its citizens, do hereby proclaim October 23-30, 2016, as RED RIBBON
WEEK in Roanoke County, Virginia; and
FURTHER, encourage all of our citizens to participate in drug prevention education
activities, making a visible statement that we are strongly committed to a
drug-free state.
Presented this 11th day of October 2016
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Al Bedros
P. McNamara
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DECLARING OCTOBER 23 THROUGH OCTOBER 30, 2016, AS
RED RIBBON WEEK IN THE COUNTY OF ROANOKE
WHEREAS, alcohol and other drug abuse in this nation has reached epidemic stages;
and
WHEREAS, it is imperative that visible, unified prevention education efforts by
community members be launched to eliminate the demand for drugs; and
WHEREAS, National Family Partnership (NFP) is sponsoring the National Red Ribbon
Campaign offering citizens the opportunity to demonstrate their
commitment to drug-free lifestyles (no use of illegal drugs, no illegal use of
legal drugs); and
WHEREAS, the National Red Ribbon Campaign will be celebrated in every community in
America during "Red Ribbon Week", October 23-30, 2016; and
WHEREAS, business, government, parents, law enforcement, media, medical, religious
institutions, schools, senior citizens, service organization and youth will
demonstrate their commitment to healthy, drug-free lifestyles by wearing
and displaying Red Ribbons during this week-long campaign; and
WHEREAS, we intend to further commit our resources to ensure the success of the Red
Ribbon Campaign.
NOW, THEREFORE, We, The Board of Supervisors or Roanoke County, Virginia on behalf of
all of its citizens, do hereby proclaim October 23-30, 2016, as RED RIBBON
WEEK in Roanoke County, Virginia; and
FURTHER, encourage all of our citizens to participate in drug prevention education
activities, making a visible statement that we are strongly committed to a
drug-free state.
Presented this 11th day of October 2016
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GMG.
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Al Bedros
P. McNamara
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:
October 11, 2016
Request to approve proposed amendment to the Volunteer
Incentive Program (VIP)
SUBMITTED BY: Stephen Simon
Chief of Fire and Rescue
APPROVED BY: Thomas C. Gates
County Administrator
ISSUE:
Chief Stephen Simon, the joint Chairs of the Volunteer Fire and Rescue Chiefs Board,
and the VIP Board of Trustees are requesting to eliminate the call percentage
requirement for volunteers while maintaining accountability for volunteers who receive a
stipend under the VIP program.
BACKGROUND:
The Fire & Rescue Department's VIP program was established in January of 2006 as a
way to reward fire and rescue volunteers for meeting minimum service criteria. The
program currently has an annual budget of $150,000 with a payout maximum of $500
per volunteer per year. The program is audited annually by an outside auditor to ensure
program compliance. The VIP Board of Trustees members are appointed by the
Roanoke County Board of Supervisors and meetings are held monthly to review the
administration of the program.
In 2012, the VIP program initiated an additional pre -qualifier that required volunteers to
document answering 10% of the total calls dispatched to their station during volunteer
hours unless they are a member of a "high call volume" station (defined by dispatched
calls during volunteer hours totaling more than 1000 calls per calendar year).
Volunteers who are members of "high call volume" stations are required to answer 3%
of the total calls dispatched to their station during volunteer hours. The Fire & Rescue
Department staff prepares an annual call report that is utilized to benchmark individual
Page 1 of 2
volunteer call activity for each of the 15 volunteer organizations.
Fire/EMS response is performed by a combination of career personnel and volunteer
staff. Career staff is present at every County station and as a result, it is increasingly
impractical to separate calls performed solely by volunteer staff. Additionally, Advanced
Life Support (ALS) service calls, lengthy wilderness rescues, and the routine need to re-
deploy volunteer personnel, all result in skewed volunteer reporting data.
As a result, it is recommended the County discontinue volunteer call reporting
requirements and effectively return the VIP system to pre 2012 qualification standards.
Volunteers will continue to document their activity and provide the appropriate forms
that clearly demonstrate their service to the County, however, specific call volume
standards will be eliminated.
The revised form approved by the VIP Board is attached.
FISCAL IMPACT:
Funding is already approved for the VIP program.
STAFF RECOMMENDATION:
Approve the proposed amendment to the VIP program eliminating the call percentage
requirement beginning with the 2016 calendar year submissions while maintaining the
annual audit process.
Page 2 of 2
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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:
October 11, 2016
Resolution adopting a Legislative Program for the 2017
session of the Virginia General Assembly and petitioning the
General Assembly to favorably consider the topics and
issues addressed herein
Ruth Kuhnel
County Attorney
APPROVED BY: Thomas C. Gates
County Administrator
ISSUE:
The Legislative Committee of Roanoke County, Virginia, has identified legislative issues
of local and statewide concern to be considered by the 2017 session of the Virginia
General Assembly. The Board will consider and pass a Resolution adopting a formal
Legislative Agenda to be a guiding document for the current session.
BACKGROUND:
Each year the Board of Supervisors adopts a Legislative Agenda for the upcoming
Session of the General Assembly to provide direction to County staff, its legislative
liaisons and members of the local delegation. This year the Board created a Legislative
Committee tasked with developing a list of proposed legislative issues to consider as
priorities for Roanoke County to affirmatively support, or oppose, having impact on the
health, welfare and safety of the citizens of Roanoke County. The proposed Legislative
Agenda is the result of this effort.
DISCUSSION:
The Legislative Committee provided an initial forum to identify potential issues for the
2017 session of the General Assembly. Additional discussion with the County's
legislative liaisons, Eldon James and Sue Rowland, members of the regional
delegation, and other regional stakeholders helped to further refine the 2017 Agenda.
Page 1 of 2
FISCAL IMPACT:
There is no fiscal impact directly associated with this item.
STAFF RECOMMENDATION:
Staff recommends adopting the Resolution.
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, OCTOBER 11, 2017
RESOLUTION ADOPTING A LEGISLATIVE PROGRAM FOR THE 2017
SESSION OF THE VIRGINIA GENERAL ASSEMBLY AND PETITIONING
THE GENERAL ASSEMBLY TO FAVORABLY CONSIDER THE TOPICS
AND ISSUES ADDRESSED HEREIN
WHEREAS, the Board of Supervisors of Roanoke County, Virginia, appointed a
Legislative Committee on July 19, 2017 to develop and review local and statewide issues
that affect the health, welfare and safety of the citizens of Roanoke County; and
WHEREAS, the Board of Supervisors desires to adopt this resolution as its
Legislative Agenda for promotion by the local delegation, its legislative liaisons and
County staff for the 2017 Virginia General Assembly.
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Roanoke
County, Virginia, that the following legislative initiatives are submitted for the 2017 session
of the Virginia General Assembly for its favorable consideration and adoption to be
designated as its "2017 Legislative Agenda."
Explore Park
Over the last decade, the cultivation of the region's outdoor assets and other quality of
life amenities has played a prominent role in promoting economic growth and tourism.
With the Explore Park Adventure Plan recently completed, Roanoke County is well—
positioned to attract private sector investment and transform Explore Park into the
region's next signature outdoor recreation destination.
Page 1 of 7
Economic Development
To prosper in a dynamic, global economy that rewards knowledge, innovation, and
creativity, strategic investments that will enhance the region's competitive advantages,
promote regional and public/private sector collaboration, and attract and nurture human
capital should be prioritized.
Roanoke County Supports:
• Funding for the GO Virginia initiative to facilitate regional collaboration on priority
economic development project.
• Promotion of research, development, and commercialization through the Virginia
Research Investment Fund, including the Virginia Tech Carilion Research Institute.
• On-going efforts to implement the New Economy Workforce Credentials Act.
• Continuing efforts to establish and secure future funding for a Career and
Technical school in the Roanoke region.
• Transitioning to the New Virginia Economy by enhancing existing economic
development programs including:
The Commonwealth Opportunity Fund
Virginia Business Ready Sites Program
Virginia Jobs Investment Program (VJIP)
Transportation
A robust, multi -modal transportation network is critical for regional economic development
and enhancing quality of life. Federal and state transportation funding sources remain
inadequate to meet the region's current and future mobility needs.
Page 2 of 7
Roanoke County Supports:
• Efforts to address regionally significant transportation projects, including Interstate
81, Interstate 73, and Route 460.
• Maintenance of robust revenue sharing program and greater flexibility in project
eligibility.
Budget
The Commonwealth of Virginia and Roanoke County are partners in the funding of core
services of government. Bi -partisan solutions to address the structural economic trends
that led to the current budget shortfall should be elevated over short-term fixes.
Roanoke County Supports:
• On-going consultation with representatives of local governments on taxing
authority and local funding requirements.
• Full state funding for K-12 education to sustain a learning environment that
promotes student achievement and attracts exceptional instructional personnel.
Roanoke County Opposes:
• Reinstitution of "local aid to the Commonwealth" or other actions that would shift
state funding responsibilities to local government, including the imposition of
additional unfunded mandates.
Government Transparency
In 2015, Roanoke County passed an ordinance to require additional employees in
positions of trust beyond those mandated by statute to file a financial disclosure form.
Page 3 of 7
Roanoke County Supports:
• Greater flexibility to promote transparency by allowing employees in positions of
trust to file a short -form disclosure under Virginia Code Section 2.2-3118 instead
of the long -form disclosure as mandated under Section 2.2-3317.
Behavioral Health
During the 2016 session, an Administration initiative to begin a process to close Catawba
Hospital, a state facility that provides geriatric mental health services and short-term acute
care, was removed from the adopted biennial budget. As the General Assembly continues
its deliberations on the appropriate balance between community-based and institutional
care and weighs options for filling the gaps in accessible services, measuring outcomes,
and enhancing accountability, the critical role that Catawba Hospital plays in the region's
continuum of care should be carefully evaluated.
Roanoke County Supports:
• On-going dialogue between the Joint Subcommittee Studying Mental Health
Services in the Commonwealth in the 21st Century, local governments,
Community Service Boards, and private sector stakeholders in the Roanoke
region.
• Sustained funding for innovative programs that emphasize early intervention and
long-term recovery.
• Reforms designed to divert individuals with mental illness away from the criminal
justice system while ensuring public safety.
• Sustained funding for Children's Services Act (CSA) programs ensuring sum
sufficient appropriations to maintain the partnership between the Commonwealth
Page 4 of 7
and localities established in CSA to provide for especially vulnerable children's
behavioral and physical health needs.
Roanoke County Opposes:
• Efforts to close or fundamentally alter the operations of Catawba Hospital absent
a comprehensive plan addressing how those services will be continued in a
community based setting and how funding for those services will be
accommodated within the state budget.
Wireless Communication Infrastructure
As the promise of 5G wireless technology moves closer to reality, the Commonwealth
must continue its efforts to reconcile efficient 5G deployment with local authority over
zoning and land use.
Roanoke County Opposes:
• Legislation that would substantially limit the ability of localities to assess fees to
wireless communications companies for the use of public lands and rights-of-way.
• Legislation that would limit a locality's ability to recover reasonable administrative
fees to review wireless communication infrastructure applications, including costs
associated with obtaining technical expertise through outside consultants.
• Legislation that would impose additional limitations or restrictions on regional
initiatives designed to increase competition in broadband markets through the
development of open -access networks.
Page 5 of 7
Pipeline
Many Roanoke County residents have expressed concern over potential adverse
environmental impacts that will result from the construction of the Mountain Valley
pipeline.
Roanoke County Supports:
• Adequate resources and authority for the Department of Environmental Quality
(DEQ) to effectively monitor and enforce erosion and sediment control standards
in order to protect watersheds, historic sites, and other environmentally sensitive
areas.
• Mechanisms to address the cumulative impact of hauling heavy pipeline
construction equipment, including identification of financial recovery tools for
repairing structural damage to roads and bridges in the County.
Advertising — Public Notices
Roanoke County supports legislation that would grant localities greater flexibility to meet
certain legal notice requirements. Localities should be granted authority to publish legal
notices on local radio or television stations or on the locality's website.
Public Safety
In 2016, Roanoke County developed a Community Strategic Plan to guide decision
making over the next several years. Public input generated during the planning process
confirmed that citizens highly value the services provided by the County's law
enforcement and fire and rescue personnel.
Page 6 of 7
Roanoke County Supports:
• Adequate funding for the Line of Duty Act, HB599 aid to localities with police
departments, and Compensation Board funded positions in Sheriffs' offices and
Regional Jails.
• Legislation that would remove the requirement that a threat of bodily injury or death
to public employees be made in writing in order to obtain a felony conviction.
• Adequate state funding for the Department of Forensic Science to ensure the
availability of forensic work in a timely manner.
Roanoke County Opposes:
• Legislation that would legalize "consumer fireworks" or 1.4G fireworks that shoot
in the air.
Short -Term Rentals
With the rise of the `sharing economy,' Roanoke County seeks to be a facilitator for
consumer access to new technologies while retaining its traditional tools to protect the
public interest.
Roanoke County Supports:
• Promoting a level playing field for competing services in the marketplace.
• A regulatory structure that requires operators to collect and remit taxes directly to
local governments.
• Local authority to perform audits of local transient occupancy taxes.
Roanoke County Opposes:
• Legislation which unreasonably preempts enforcement of local land use
ordinances.
Page 7 of 7
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
October 11, 2016
Ordinance to accept the conveyance of three (3) parcels of
unimproved real estate for Lila Drive, Hollins Magisterial
District
Philip Thompson
Deputy Director of Planning
Thomas C. Gates
County Administrator
First reading of an ordinance to accept three parcels of real estate in preparation for the
addition of Lila Drive to the State Secondary System of Highways.
BACKGROUND:
Lila Drive is a private road off of Plantation Road
In April 2015, the County purchased a parcel (1.0491 acres) containing the Lila
Drive right-of-way
The three parcels being accepted would provide for the turn -around needed to
prepare Lila Drive for acceptance into the State Secondary System
DISCUSSION:
This item involves the acceptance of the following real estate, being conveyed to the
Board of Supervisors of Roanoke County, Virginia, for roadway improvements,
specifically the construction of an adequate turn -around at the end of Lila Drive:
(1) Donation of 0.0087 acre of Roanoke County Tax Map No. 27.06-05-12.00 as
shown on the plat attached hereto as "Exhibit X; being a portion of the
property conveyed to MIKEONE EK ROANOKE LLC by deed dated January
307 2015 of record in the Clerk's Office, Circuit Court for the County of
Roanoke, Virginia, Instrument # 201501045.
Page 1 of 2
(2) Donation of 0.0267 acre of Roanoke County Tax Map No. 27.07-01-2.00 as
shown on the plat attached hereto as "Exhibit B"; being a portion of the
property conveyed to RAYMOND B. HUFFMAN by deed dated December 14,
2005 of record in the Clerk's Office, Circuit Court for the County of Roanoke,
Virginia, Instrument # 200521870.
(3) Donation of 0.0066 acre of Roanoke County Tax Map No. 27.07-01-3.01 as
shown on the plat attached hereto as "Exhibit B"; being a portion of the
property conveyed to RAYMOND B. HUFFMAN by deed dated October 9,
2005 of record in the Clerk's Office, Circuit Court for the County of Roanoke,
Virginia, Instrument # 200517978.
Acceptance of this property is a necessary step in the process to have Lila Drive
accepted by the Virginia Department of Transportation (VDOT) into its Secondary
System of State Highways as a Rural Addition roadway.
FISCAL IMPACT:
There is no fiscal impact associated with this agenda item.
STAFF RECOMMENDATION:
Staff recommends that the Board of Supervisors approve the first reading of an
ordinance to accept three parcels of real estate and setting the second reading for
October 25, 2016.
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, OCTOBER 25, 2016
ORDINANCE TO ACCEPT THE CONVEYANCE OF THREE (3)
PARCELS OF UNIMPROVED REAL ESTATE FOR LILA DRIVE TO THE
BOARD OF SUPERVISORS, HOLLINS MAGISTERIAL DISTRICT
WHEREAS, as part of the acceptance of Lila Drive as part of a Roanoke County
Rural Addition project funded in partnership with the Virginia Department of
Transportation (VDOT), two (2) adjacent land owners desired to donate portions of their
property in fee simple to Roanoke for right-of-way purposes to improve the roadway and
construct a turn -around at the terminus of Lila Drive; and
WHEREAS, MIKEONE EK ROANOKE LLC and Raymond B. Huffman have
freely and voluntarily entered into deeds to the Board of Supervisors of the County of
Roanoke, Virginia, to thus allow the Board of Supervisors to obtain ownership of each
property for purposes of road construction upon approval of this ordinance and
recordation of deeds; and
WHEREAS, Section 18.04 of the Roanoke County Charter directs that the
acquisition and conveyance of real estate interests to the County of Roanoke be
accomplished by ordinance; the first reading of this ordinance was held on October 11,
2016, and the second reading and public hearing was held on October 25, 2016.
NOW, THEREFORE, BE IT ORDAINED by the Board of Supervisors of Roanoke
County, Virginia, as follows:
1. That the donation from MIKEONE EK ROANOKE LLC of approximately
0.0087 acre of real estate for purposes of location and construction of Lila Drive as
shown on exhibit entitled "Exhibit A" showing right-of-way being conveyed to Board of
Page 1 of 2
Supervisors, Roanoke County by MIKEONE EK ROANOKE LLC Roanoke County Tax
Map Parcel #27.06-05-12.00 situated along Lila Drive, Hollins Magisterial District,
Roanoke County, Virginia dated December 10, 2015, is hereby authorized and
approved.
2. That the donation from Raymond B. Huffman of approximately 0.0267
acre of real estate for purposes of location and construction of Lila Drive, as shown on
exhibit entitled "Exhibit B" showing right-of-way being conveyed to Board of
Supervisors, Roanoke County by RAYMOND B. HUFFMAN Roanoke County Tax Map
Parcel #27.07-01-2.00 situated along Lila Drive, Hollins Magisterial District, Roanoke
County, Virginia dated December 10, 2015, is hereby authorized and approved.
3. That the donation from Raymond B. Huffman of approximately 0.0066
acre of real estate for purposes of location and construction of Lila Drive, as shown on
exhibit entitled "Exhibit B" showing right-of-way being conveyed to Board of
Supervisors, Roanoke County by RAYMOND B. HUFFMAN Roanoke County Tax Map
Parcel #27.07-01-3.01 situated along Lila Drive, Hollins Magisterial District, Roanoke
County, Virginia dated March 2, 2016, is hereby authorized and approved.
4. That the County Administrator or Assistant County Administrator are
hereby authorized to execute such documents and take such actions on behalf of
Roanoke County in this matter as are necessary to accomplish the donation of this real
estate, all of which shall be approved as to form by the County Attorney.
Page 2 of 2
PROPERTY OF
MIKEONE EK ROANOKE LLC
TAX # 27.06-5-12
INSTRUMENT No. 201501045
LIMITS OF TEMPORARY
CONSTRUCTION
EASEMENTJ_v
/
\ PROPERTY OF
RAYMOND B. HUFFMAN
FLORENCE H. PETERS
TAX # 27.07-1-1
W.B. 43, PG. 1018
/
378 S.F. TO BE CONVEYED FOR
/RIGHT—OF—WAY PURPOSES FROM S.65 -38'00"E..
d TAX #27.06-5-12 v--17.43'
N.69'22'00"E.
24.00'
! a N.24'22'00"E.
f 14.74' 2
5692�*A
PROPERTY OF
BOARD OF SUPERVISORS
OF ROANOKE COUNTY, VIRGINIA, --,f
TAX # 27.06-5-13
INST. #201503431
LO
tom
m
�52'OA
PROPERTY OF
RAYMOND B. HUFFMAN
TAX # 27.07-1-2
INST. #200521870
W8201200603
NOTES:
1. THIS PLAT 1S BASED ON A CURRENT FIELD SURVEY.
2. THE SUBJECT PROPERTY LIES WITHIN ZONE "X" AS SHOWN ON THE FEMA
FLOOD INSURANCE RATE MAP PANEL NO. 51161CO152 G, DATED SEPTEMBER 28, 2007.
3. NUMBERS IN BRACKETS DENOTES A TEMPORARY CONSTRUCTION EASEMENT.
��yTH OF
FRANK B. CALDWELL,iII
LIC. NO. 9184
%!o L� 115
DATE: 12/10/15
W.O.: 15--0060
N.B.: RkeCo #8
SCALE: 1"= 30'
C ALC:
J. V. J.
DRAWN:
J.V.J.
CLOSED:
J.V.J.
CHECKED:
F.B.C.
EXHIBIT "A"
PLAT FOR
BOARD OF SUPERVISORS OF
ROANOKE COUNTY, VIRGINIA
SHOWING A 378 S.F. TRACT OF LAND
TO BE CONVEYED BY
MIKEONE EK ROANOKE LLC
HOLLINS MAGISTERIAL DISTRICT
COUNTY OF ROANOKE, VA.
!rCWA
CALDWELL WHITE ASSOCIATES
ENGINEERS / SURVEYORS / PLANNERS
4203 MELROSE AVENUE, NW
P.O. BOX 6260
ROANOKE, VIRGINIA 24017
(540) 366-3400 FAX: (540) 366-8702
LIMITS OF TEMPORARY EXISTING 20' R/W
CONSTRUCTION (P.B. 11, PG. 59) —�
EASEMENT _PROPERTY OF
1,164 S.F. TO BE CONVEYED FOR
RIGHT—OF—WAY PURPOSES FROM
TAX #27.07-1-2 --\
PKF
'I PROPERTY OF �0�'
BOARD OF SUPERVISORS DF
ROANOKE COUNTY, VIRGINIA
TAX # 27.06-05-13
INST. #20153431
--RAYMOND B. HUFFMAN
IPF TAX # 27.07--01---02
W.B. 43, Pg.1018'
S.65'38'00"E. INST. #200521870
120.75' WB201200603
S20'38'00"E
24.34 SIS �
22a S.20'38'00"E.
•2
12.08'
g1 W PROPERTY OF
RAYMOND B. HUFFMAN
TAX # 27.07-01-3.01
1N.32'12'00"W-j D.B. 822, Pg. 486
'1.41' INST. #200517978
1�I288 S.F. TO BE CONVEYED FOR n/f PROPERTY OF
5--__�RIGHT—OF—WAY
WB201200603
PURPOSES FROM E X E LI S I N C
TAX #27.07-1-3.01 TAX # 27.06--05-14.01
OT'N ES: INST. #201505428
1. THIS PLAT IS BASED ON A CURRENT FIELD SURVEY.
2. THE SUBJECT PROPERTY LIES NSURANCE RATE MAP PANEL NO.WITHIN 0NE , AS SHOWN ON THE M EXHIBIT "B"
51161CO152 G, DATED SEPTEMBER 28, 007.
FLOOD
3. NUMBERS IN BRACKETS DENOTES A TEMPORARY CONSTRUCTION EASEMENT.
��yTH op �
o� r��
'FRANK B. CALDWELL,111
LIC. NO. 9184
2MAR /0
�sxoNa� �
REVISED: 03/02/16
DATE: 12/10/15 CALC: J.V.J.
W.O.: 15-0060 DRAWN: J.V.J.
N.B.: RkeCo #8 CLOSED: J.V.J.
SCALE: 1"= 30' CHECKED: F.B.C.
PLAT FOR
BOARD OF SUPERVISORS OF
ROANOKE COUNTY, VIRGINIA
SHOWING A 1,164 S.F. TRACT OF LAND TO BE CONVEYED
FROM TAX #27.07-01-02 AND SHOWING A 288 S.F. TRACT
OF LAND TO BE CONVEYED FROM TAX #27.07-01-03.01 BY
RAYMOND B. HUFFMAN
HOLLINS MAGISTERIAL DISTRICT
COUNTY OF ROANOKE, VA.
III
CALDWELL WHITE ASSOCIATES
ENGINEERS / SURVEYORS / PLANNERS
4203 MELROSE AVENUE. NAY
P.O. BOX 6260
ROANOKE, VIRGINIA 24017
(540) 366-3400. FAX: (540) 366-6702
PROPERTY
OF
0,
RAYMOND B.
HUFFMAN
�-
'
FLORENCE H.
PETERS
PROPERTY OF
TAX # 27.07-01-01
a-
cMIKEONE
EK
W.B. 43, PG.
1018
ROANOKE LLC
Z
TAX # 27.06-05-12 '
Lu
INSTRUMENT No. 201501045 \
LIMITS OF TEMPORARY EXISTING 20' R/W
CONSTRUCTION (P.B. 11, PG. 59) —�
EASEMENT _PROPERTY OF
1,164 S.F. TO BE CONVEYED FOR
RIGHT—OF—WAY PURPOSES FROM
TAX #27.07-1-2 --\
PKF
'I PROPERTY OF �0�'
BOARD OF SUPERVISORS DF
ROANOKE COUNTY, VIRGINIA
TAX # 27.06-05-13
INST. #20153431
--RAYMOND B. HUFFMAN
IPF TAX # 27.07--01---02
W.B. 43, Pg.1018'
S.65'38'00"E. INST. #200521870
120.75' WB201200603
S20'38'00"E
24.34 SIS �
22a S.20'38'00"E.
•2
12.08'
g1 W PROPERTY OF
RAYMOND B. HUFFMAN
TAX # 27.07-01-3.01
1N.32'12'00"W-j D.B. 822, Pg. 486
'1.41' INST. #200517978
1�I288 S.F. TO BE CONVEYED FOR n/f PROPERTY OF
5--__�RIGHT—OF—WAY
WB201200603
PURPOSES FROM E X E LI S I N C
TAX #27.07-1-3.01 TAX # 27.06--05-14.01
OT'N ES: INST. #201505428
1. THIS PLAT IS BASED ON A CURRENT FIELD SURVEY.
2. THE SUBJECT PROPERTY LIES NSURANCE RATE MAP PANEL NO.WITHIN 0NE , AS SHOWN ON THE M EXHIBIT "B"
51161CO152 G, DATED SEPTEMBER 28, 007.
FLOOD
3. NUMBERS IN BRACKETS DENOTES A TEMPORARY CONSTRUCTION EASEMENT.
��yTH op �
o� r��
'FRANK B. CALDWELL,111
LIC. NO. 9184
2MAR /0
�sxoNa� �
REVISED: 03/02/16
DATE: 12/10/15 CALC: J.V.J.
W.O.: 15-0060 DRAWN: J.V.J.
N.B.: RkeCo #8 CLOSED: J.V.J.
SCALE: 1"= 30' CHECKED: F.B.C.
PLAT FOR
BOARD OF SUPERVISORS OF
ROANOKE COUNTY, VIRGINIA
SHOWING A 1,164 S.F. TRACT OF LAND TO BE CONVEYED
FROM TAX #27.07-01-02 AND SHOWING A 288 S.F. TRACT
OF LAND TO BE CONVEYED FROM TAX #27.07-01-03.01 BY
RAYMOND B. HUFFMAN
HOLLINS MAGISTERIAL DISTRICT
COUNTY OF ROANOKE, VA.
III
CALDWELL WHITE ASSOCIATES
ENGINEERS / SURVEYORS / PLANNERS
4203 MELROSE AVENUE. NAY
P.O. BOX 6260
ROANOKE, VIRGINIA 24017
(540) 366-3400. FAX: (540) 366-6702
ACTION NO.
ITEM NO. G.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:
October 11, 2016
Ordinance of the Board of Supervisors of the County of
Roanoke, Virginia authorizing Roanoke County support of
financing by the Western Virginia Regional Industrial Facility
Authority
Thomas Gates
County Administrator
APPROVED BY: Thomas C. Gates
County Administrator
ISSUE:
Authorization to execute documents in connection with a bond issuance by the Western
Virginia Regional Industrial Facility Authority through Union Bank & Trust for the
acquisition of land in partnership with the City of Roanoke, and City of Salem.
BACKGROUND:
In 2014, Roanoke County, along with its neighboring jurisdictions of Franklin County,
Botetourt County, Town of Vinton, City of Salem and City of Roanoke, entered into an
agreement to form the Western Virginia Regional Industrial Facilities Authority. The
purpose for establishing the Authority was to provide a mechanism for local jurisdictions
to engage in partnerships that would facilitate economic growth and development in the
Roanoke Valley. The Authority, formed in accordance with State statutes governing the
activities of such authorities, is permitted among other things to acquire land and to
enter into financing arrangements in support of land acquisition.
In October 2015, Roanoke County staff began working with the Western Virginia
Regional Industrial Facilities Authority (WVRIFA) to secure purchase options on
property within Roanoke County that had previously been identified by the RIFA for
potential acquisition. The site, commonly referred to as the Wood Haven Property,
consists of several tracts of land under multiple ownership. When considered together,
these tracts comprise over 100 acres of developable land in an extremely visible
Page 1 of 3
location situated at the intersection of Interstate 81 and 581. The visibility, favorable
development characteristics, and availability of the property were factors in the property
being regarded in a WVRIFA study of potential development sites in the region as the
primary site for acquisition and development.
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. The
Participation Agreement requires formal approval of the Board of Supervisors and is
presented for consideration as a separate agenda item.
Total anticipated costs for property acquisition and very limited site work are estimated
to range between $8.5 million and $10 million. Total site improvement costs are
estimated at $10 million dependent on the extent of user transportation access required
at the site. Funding support for infrastructure improvements will be sought from State
transportation and economic development sources once a prospective site user is
identified. Authorization of the Ordinance permits funding of up to $10 million to be
secured. Approval of funding for future infrastructure expenses would be brought
forward for Board consideration in a separate action as needed.
DISCUSSION:
In order to implement this regional economic development initiative WVRIFA worked
with financial advisors Davenport and Company and bond counsel Sands Anderson to
perform financial modeling and secure financing bids to support the anticipated $10
million capital expense associated with the land acquisition. Additionally, the County
requested our bond counsel review all documents provided by counsel for WVRIFA.
The County's bond counsel identified no issues of concern with the financing strategy
proposed by WVRIFA's financial team.
As a condition of the issuance and purchase of the Bond from WVRIFA, Union Bank &
Trust requires the County of Roanoke to provide their moral obligation to provide for the
expenses associated with the County's portion of the project. The provide that
obligation, the County must execute a Support Agreement and provide collateral
acceptable to the bank with a loan to value not exceeding 80% where the loan value is
based on the respective municipalities proportional share of the loan. The County's
Government Center facility meets the essential facility test and provides the collateral
required by the bank.
The bond will be secured by a pledge of the revenues and receipts received by the
Page 2 of 3
Authority from payments made by the County and payments made by the other
Participants (Roanoke City and the City of Salem) pursuant to agreement.
Board approval of the attached Ordinance authorizes the execution of all documents
associated with the financing of this project 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
6. A Specimen Authority Revenue Bond
FISCAL IMPACT:
The estimated project costs for the land acquisition and site work are estimated at $8.5
to $10 million. Capital costs will be financed for 20 years through Union Bank & Trust at
a fixed interest rate of 3.7%. The County's share will be 44.2% and will provide for
annual principal and interest payments as outlined in the attached support agreement.
The first five years (2018-2022) require payments of interest only. The remaining
portion of the term will require both principal and interest payment until final maturity at
2037. The bond is pre -payable at any time without penalty.
The first payment is due in the 2017-2018 fiscal year. Funding for the costs will be
included in the 2018-2027 Capital Improvement Program.
The debt repayment schedule assumes an initial $10 million draw of resources. Per
agreement the WVRIFA has 18 months to draw funds therefore the actual repayment
amounts may be slightly less than represented.
This debt arrangement does not impact the County's debt ratio calculations since the
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 the first reading of this ordinance and scheduling the
second reading for October 11, 2016.
Page 3 of 3
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 October 11, 2016, between the
WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY a political
subdivision of the Commonwealth of Virginia (the "Assignor") and UNION BANK &
TRUST, its successors or assigns as bondholder of the Authority Revenue 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 $10,000,000 Revenue Bond, Series 2016 (the
"Authority Revenue 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
Support Agreement between the City of Roanoke and the Assignor (the "City of Roanoke
Support Agreement"); (2) payments from Roanoke County to the Assignor (the "Roanoke
County Support Payments") pursuant to a Support Agreement between Roanoke County and
the Assignor (the "Roanoke County 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 Support Agreement between the City of
Salem and the Assignor (the "City of Salem Support Agreement" and, together with the
City of Roanoke Support Agreement and the Roanoke County Support Agreement, the
"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
Assignor and Roanoke County (the "Lease Agreement" and, together with the Ground Lease
the "Roanoke County Lease Agreements"); and
Prepared by:
Paul C. Jacobson, Virginia State Bar Number 32517
Sands Anderson
P. O. Box 1998
Richmond, VA 23218-1998
(804)648-1636
{V0145388.1 019364-091615)
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 Authority Revenue 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 Authority Revenue Bond will be used to finance 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 Authority Revenue 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 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 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 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 Support Agreement and the City of Salem 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
{V0145388.1 019364-091615)
2
make payments (due to financial inability or otherwise), or to perform any of their
responsibilities or duties under the Support Agreements, the Roanoke County Lease Agreements
or any other documentation pertaining to the issuance of the Authority Revenue 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
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
Authority Revenue Bond, first to interest due and payable thereunder, then to principal due and
payable thereunder. Upon repayment of the Authority Revenue Bond, in full, and satisfaction of
any other obligations of the Participants under the 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
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 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 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
Authority Revenue 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 Support Agreement.
The Assignor covenants that, notwithstanding this Assignment Agreement, it will
perform all of the Assignor's duties and obligations under the 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
all payments due and to become due under the Roanoke County Support Agreement and Section
4.2 of the Lease Agreement.
The Assignor delivers to the Assignee the original executed 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 Support Agreements and the
{V0145388.1 019364-0916151
3
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 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 Support Agreements, as applicable, no other
assignment of any interest in the Support Agreements or the Roanoke County Lease Agreements
hereby assigned has been made, and that, except as provided for in the Support Agreements and
the Roanoke County Lease Agreements, the Assignor will not hereafter amend, alter, modify,
cancel, surrender or terminate any of the 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 Authority Revenue Bond and the City Documents and the
County Documents, as defined in each of the Support Agreements, as applicable, according to
their terms shall render this Assignment void.
The net proceeds collected by Assignee under the terms of this instrument shall be
applied in reduction of the entire indebtedness under the Authority Revenue 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
{V0145388.1 019364-091615)
E
Authority Revenue Bond and the Assignee shall look solely to Assignor's interest in the 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 Support Agreements, as
applicable. Neither the owner of the Authority Revenue 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 Authority Revenue Bond and the Basic
Documents, as defined in each of the 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 Support Agreements, and the Authority
Revenue 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.]
{V0145388.1 019364-091615)
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
UNION BANK & TRUST - ASSIGNEE
Its: Senior Vice President
COMMONWEALTH OF VIRGINIA)
CITY/COUNTY OF
The foregoing instrument was acknowledged before me in the County/City of ,
Virginia, this day of , 2016, by , as Chairman of the
Western Virginia Regional Industrial Facility Authority.
My commission expires: —/—/-
My
/
My Notary Registration number is:
Notary Public
COMMONWEALTH OF VIRGINIA)
CITY/COUNTY OF )
The foregoing instrument was acknowledged before me in the
, , this day of , 2016, by Debbie H.
Senior Vice President of Union Bank & Trust, as Assignee.
My commission expires: —/—/.
My Notary Registration number is:
Notary Public
{V0145388.1 019364-091615)
6
Young, as
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 Support Agreement to the Assignee as set forth in the
foregoing Assignment Agreement, and consents thereto.
CITY OF ROANOKE, VIRGINIA
COMMONWEALTH OF VIRGINIA)
CITY/COUNTY OF )
The foregoing instrument was acknowledged before me in the County/City of
Virginia, this day of , 2016, by , as
of the City of Roanoke, Virginia.
My commission expires: —/—/,
My Notary Registration number is:
Notary Public
APPROVED TO FORM:
Roanoke City Attorney
{V0145388.1 019364-091615)
7
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 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
COMMONWEALTH OF VIRGINIA)
CITY/COUNTY OF )
The foregoing instrument was acknowledged before me in the County/City of ,
Virginia, this day of , 2016, by as
of the County of Roanoke, Virginia.
My commission expires: —/—/.
My Notary Registration number is:
Notary Public
APPROVED TO FORM:
Roanoke County Attorney
{V0145388.1 019364-091615)
8
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 Support Agreement to the Assignee as set forth in the foregoing
Assignment Agreement, and consents thereto.
CITY OF SALEM, VIRGINIA
COMMONWEALTH OF VIRGINIA)
CITY/COUNTY OF 1
The foregoing instrument was acknowledged before me in
Virginia, this day of , 2016, by
of the City of Salem, Virginia.
My commission expires: —/—/
My Notary Registration number is:
Notary Public
APPROVED TO FORM:
Salem City Attorney
{V0145388.1 019364-091615)
9
the County/City of ,
. as
WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY
$10,000,000 Revenue Bond, Series 2016
BOND PURCHASE AND LOAN AGREEMENT
October 11, 2016
Western Virginia Regional Industrial Facility Authority
Chris Morrill, Chairman
c/o Roanoke Regional Partnership
111 Franklin Plaza, Suite 333
Roanoke, Virginia 24011
Ladies and Gentlemen:
Union Bank & Trust (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
Bond, Series 2016 in the maximum principal amount of $10,000,000 (the "Authority Revenue
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 of the Authority. 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 Authority Revenue Bond. The Authority
Revenue 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 finance 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 Authority Revenue 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 Authority Revenue 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 Support Agreement between the City of Roanoke and the
Authority (the "City of Roanoke Support Agreement"); (2) payments from Roanoke County
to the Authority (the "Roanoke County Support Payments") pursuant to a Support Agreement
between Roanoke County and the Authority (the "Roanoke County Support Agreement"),
such Roanoke County Support Payments being the 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
Support Agreement between the City of Salem and the Authority (the "City of Salem Support
Agreement" and, together with the City of Roanoke Support Agreement and the Roanoke
County Support Agreement, the "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 Authority Revenue 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 Support Agreement to pay Basic
Payments (as defined in the City of Roanoke 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 Authority Revenue Bond. Roanoke County will agree in the
Roanoke County Support Agreement to pay Basic Payments (as defined in the Roanoke County
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 Authority Revenue
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 Support Agreement to pay Basic Payments (as defined in
the City of Salem 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
Authority Revenue 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 October 11,
2016 (the "Assignment Agreement") whereby payments received by the Authority under the
Support Agreements and the Roanoke County Lease Agreement will be assigned to the Bank to
be applied toward debt service payments on the Authority Revenue Bond.
The Authority has agreed to issue the Authority Revenue Bond and use the proceeds thereof for
the Project. The Support Agreements, the Roanoke County Lease Agreements and the
W
Assignment Agreement are referred to collectively herein as the "Basic Agreements." The
Basic Agreements and the Authority Revenue 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 Authority Revenue Bond and the Basic Agreements shall not become
effective until delivery at Closing (as defined below).
2. Purchase and Terms of the Authority Revenue 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 Authority Revenue
Bond at the purchase price of 100% of the aggregate principal amount advanced under the
Authority Revenue Bond (the "Purchase Price"). The Authority Revenue 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
Authority Revenue Bond attached as Exhibit A hereto and incorporated by this reference. The
principal sums advanced under the Authority Revenue Bond shall bear interest at the rate of 3.70
percent per annum through the final maturity date of the Authority Revenue Bond, provided,
however, that in the event that any of the Participants becomes subject to a credit rating
downgrade with the result that such credit rating falls below Baa3 as rated by Moody's Investors
Service, New York, New York ("Moody's"), such interest rate shall be adjusted to a rate of 4.25
percent per annum for so long as any of the Participants has a credit rating falling below Baa3 as
rated by Moody's and in the event that thereafter all Participants have a credit rating of Baa3 or
above as rated by Moody's such interest rate shall at that time be adjusted to 3.70 percent per
annum. Interest on the Authority Revenue Bond is included in gross income for federal income
tax purposes.
3. Authority Revenue Bond as Limited Obligation of the Authority. The Authority
Revenue 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 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 Authority Revenue 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 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 AUTHORITY REVENUE BOND
EXCEPT FROM THE PAYMENTS OF RECEIVED UNDER THE 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:
(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 Authority Revenue 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 Authority Revenue 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 Authority Revenue Bond, and (3) taken or will
take all further action necessary or appropriate to carry out the issuance, sale and delivery of the
Authority Revenue 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 Authority Revenue 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 Authority Revenue Bond, or the pledge thereof, or in any way
contesting or affecting the validity or enforceability of the Authority Revenue 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 Authority Revenue 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.
E
(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 Authority Revenue 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 Authority Revenue 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,
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 Authority Revenue Bond, and the execution
and delivery by the Authority of the Basic Agreements to which it is a party, the Authority
Revenue 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 Authority Revenue 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 Authority Revenue 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
October 20, 2016, unless otherwise agreed to in writing by the parties) (the "Closing Date").
Upon delivery of the Authority Revenue 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 $8,500,000
(the "Initial Draw") as the first draw of the maximum principal amount of the Authority
Revenue Bond. As will be set forth in a Closing Memorandum by Davenport & Company LLC
(the "Financial Advisor"), the Initial Draw will be utilized at the time of the Closing to pay
certain costs of issuance of the Authority Revenue Bond and certain 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. The Bank will cause payment to be
made as directed in writing by the Authority of one or more additional draws under the Authority
Revenue Bond (the "Additional Draws") for payment of costs of the Project, provided that the
amount of the Initial Draw and all Additional Draws (the "Total Principal Amount
Advanced") shall not exceed the maximum principal amount of the Authority Revenue Bond,
and provided further that no Additional Draw shall be made after June 30, 2018.
6. Conditions to Closing. The Bank's obligations hereunder to purchase and pay for the
Authority Revenue 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
5
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 Authority Revenue 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 Authority Revenue Bond and original 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
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
Authority Revenue 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
Authority Revenue Bond or the Basic Agreements to their respective offices, (ii) seeking to
prohibit, restrain or enjoin the issuance, sale or delivery of the Authority Revenue Bond, or the
pledges of revenues in support thereof, (iii) in any way contesting the power of the Authority to
issue the Authority Revenue 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
Authority Revenue 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.
Co
(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
Authority Revenue 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.
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 Authority Revenue Bond to the Bank, in each case
from the proceeds of the Authority Revenue Bond or from other funds available to the Authority,
as provided by the Participants.
8. Optional Prepayment. The Authority Revenue 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 Authority Revenue Bond to be redeemed, plus interest accrued to the redemption
date.
9. Representations of Bank. The Bank represents and warrants that the purchase of the
Authority Revenue 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 Authority
Revenue 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 Authority Revenue 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 Regional Partnership, at 111 Franklin Road, SE , Suite 333, Roanoke, Virginia 24011
7
(Attention: Beth Doughty, Executive Director) and (b) to the Bank, at 111 Franklin Road, SE,
Suite 110, Roanoke, Virginia 24011 (Attention: Debbie H. Young). 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
Authority Revenue 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 October 11, 2016 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.
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.]
N.
Confirmed and Accepted
as of the date first above written:
WESTERN VIRGINIA REGIONAL
INDUSTRIAL FACILITY AUTHORITY
Chairman
Very truly yours,
UNION BANK & TRUST
M.
Title: Senior Vice President
9
EXHIBIT A
FORM OF THE AUTHORITY REVENUE BOND
IM
EXHIBIT B
Opinion of City Attorney
[Letterhead of City Attorney]
[Closing Date]
Western Virginia Regional
Industrial Facility Authority
c/o Roanoke Regional Partnership
111 Franklin Road, SE , Suite 333,
Roanoke, Virginia 24011
Union Bank & Trust
111 Franklin Road, SE
Suite 110
Roanoke, Virginia 24011
City of
, Virginia 2
Sands Anderson PC
1111 East Main Street
Richmond, Virginia 23219
Western Virginia Regional Industrial Facility Authority
$10,000,000 Revenue Bond, Series 2016
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 "Authority Revenue 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
2016 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 October 11,
2016 (the "Bond Purchase and Loan Agreement"), between the Authority and Union
Bank & Trust (the "Bank");
WN
(e) a Support Agreement, dated as of October 11, 2016 (the "City of
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 Authority Revenue
Bond on a timely basis as a general obligation of the City to the Authority; and
(f) an Assignment Agreement, dated as of October 11, 2016 (the
"Assignment Agreement"), between the Authority and the Bank, assigning certain of
the Authority's rights under the City of Support Agreement to the Bank as
security for, and for payment of, the Authority Revenue 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 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
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 Authority Revenue Bond, or
the application of proceeds of the Authority Revenue Bond as provided in the City Documents or
the collection of revenues pledged under the City of 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 Regional Partnership
111 Franklin Road, SE
Suite 333
Roanoke, Virginia 24011
Union Bank & Trust
111 Franklin Road, SE
Suite 110
Roanoke, Virginia 24011
Roanoke County
5204 Bernard Drive
Roanoke, Virginia 24018
Sands Anderson PC
1111 East Main Street
Richmond, Virginia 23219
Western Virginia Regional Industrial Facility Authority
$10,000,000 Revenue Bond, Series 2016
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 "Authority Revenue 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 , 2016 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 October 11,
2016 (the "Bond Purchase and Loan Agreement"), between the Authority and Union
Bank & Trust (the "Bank");
C-1
(e) a Ground Lease, dated as of October 11, 2016, 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 October 11, 2016, between the Authority
and the County (the "Lease Agreement") conveying to the County a leasehold interest
in such Leased Property;
(g) a Support Agreement, dated as of October 11, 2016 (the "County
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 Authority Revenue 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 October 11, 2016 (the
"Assignment Agreement"), between the Authority and the Bank, assigning certain of
the Authority's rights under the County Support Agreement, the Ground Lease and the
Lease Agreement to the Bank as security for, and for payment of, the Authority Revenue
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:
1. 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 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,
insolvency, reorganization, arrangement, moratorium and other laws affecting the rights of
C-2
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 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 Authority Revenue Bond,
or the application of proceeds of the Authority Revenue Bond as provided in the County
Documents or the collection of revenues pledged under the Support Agreement and the Lease
Agreement, (b) in any way contesting or affecting any authority for the issuance or validity of
the Authority Revenue Bond or the validity of the County Documents, (c) affecting the
application of proceeds of the Authority Revenue 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 Sands Anderson]
[Closing Date]
Western Virginia Regional
Industrial Facility Authority
c/o Roanoke Regional Partnership
111 Franklin Road, SE, Suite 333
Roanoke, Virginia 24011
Union Bank & Trust
111 Franklin Road, SE
Suite 110
Roanoke, Virginia 24011
Western Virginia Regional Industrial Facility Authority
$10,000,000 Revenue Bond, Series 2016
Ladies and Gentlemen:
We have served as special counsel to the Western Virginia Regional Industrial Facility
Authority (the "Authority") in connection with the issuance of the above -referenced bond (the
"Authority Revenue 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 September 15, 2016
(the "Resolution"), authorizing the issuance of the Authority Revenue Bond and the execution
and delivery of the following:
(1) a copy of the Bond Purchase and Loan Agreement, dated October 11,
2016 (the "Bond Purchase and Loan Agreement"), between the Authority and Union
Bank & Trust (the "Bank");
(2) a Ground Lease, dated as of October 11, 2016, between Roanoke County,
Virginia (the "County") and the Authority (the "Ground Lease") conveying to the
D-1
Authority a leasehold interest in certain property, as described therein (the "Leased
Property");
(3) a Lease Agreement, dated as of October 11, 2016, between the Authority
and the County (the "Lease Agreement") conveying to the County a leasehold interest
in such Leased Property;
(4) a Support Agreement, dated as of October 11, 2016 (the "Roanoke
County 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 Support Agreement, dated as of October 11, 2016 (the "City of
Roanoke 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 Support Agreement, dated as of October 11, 2016 (the "City of Salem
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 October 11, 2016 (the
"Assignment Agreement"), between the Authority and the Bank, assigning certain of
the Authority's rights under the Roanoke County Support Agreement, the City of
Roanoke Support Agreement, the City of Salem Support Agreement, the Ground Lease
and the Lease Agreement to the Bank as security for, and for payment of, the Authority
Revenue 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
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
IM
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 Authority Revenue 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 Authority Revenue
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 Authority Revenue 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 Authority
Revenue Bond or the Basic Agreements, (ii) the validity or enforceability of the Authority
Revenue Bond or the Basic Agreements, (iii) the authority to execute the Basic Agreements or
the Authority Revenue Bond by the Authority or (iv) the proceedings relating to the execution of
the Authority Revenue 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
willingness to provide for the payment of the Authority Revenue Bond as set forth in the
Roanoke County Support Agreement, the Lease Agreement, the City of Roanoke Support
D-3
Agreement or the City of Salem 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 Authority
Revenue Bond that may have been relied upon by anyone in making the decision to purchase the
Authority Revenue 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
R-1 $10,000,000
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY
REVENUE BOND, SERIES 2016
INTEREST RATE MATURITY DATE DATED DATE ISSUE DATE
3.70% January 15, 2037 October , 2016 October , 2016
REGISTERED OWNER: UNION BANK & TRUST
PRINCIPAL AMOUNT: Not to exceed $10,000,000
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, a sum equal to the amount of principal advances made
hereunder but not to exceed the sum of
TEN MILLION DOLLARS ($10,000,000)
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 three and seven tenths percent (3.70%) per year,
payable on every January 15 and July 15 from and including July 15, 2017 through and including
January 15, 2037, provided, however, that in the event that any of the Participants (as defined
below) becomes subject to a credit rating downgrade with the result that such credit rating falls
below Baa3 as rated by Moody's Investors Service, New York, New York ("Moody's"), such
interest rate shall be adjusted to a rate of 4.25 percent per annum for so long as any of the
Participants has a credit rating falling below Baa3 as rated by Moody's and in the event that
thereafter all Participants have a credit rating of Baa3 or above as rated by Moody's such interest
rate shall at that time be adjusted to 3.70 percent per annum. Should the Total Principal Amount
Advanced (as defined in the Bond Purchase and Loan Agreement, as defined below) hereunder
on or before June 30, 2018 equal less than $10,000,000 then the annual principal installments
due hereunder shall be reduced proportionally such that annual principal installments due
hereunder are equal to the amount of (1) the annual principal installments set forth on Schedule
A attached hereto (2) multiplied by the Total Principal Amount Advanced divided by
$10,000,000. 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.
(V0145264.1 }
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 October 1, 2016 between the Authority and Union
Bank & Trust (the "Bond Purchase and Loan Agreement") for the purpose of providing funds
to finance (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 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 Support Agreement between the City of
Roanoke and the Authority (the "City of Roanoke Support Agreement"); (ii) payments from
Roanoke County to the Authority (the "Roanoke County Support Payments") pursuant to a
Support Agreement between Roanoke County and the Authority (the "Roanoke County
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 Support Agreement
between the City of Salem and the Authority (the "City of Salem Support Agreement" and,
together with the City of Roanoke Support Agreement and the Roanoke County Support
Agreement, the "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 Support Agreement or the Roanoke County Lease
Agreement, as applicable, shall not provide the holder of the Authority Revenue Bond with any
right or remedy except as provided under the applicable 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 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 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
[V0145264.1 )-2-
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 INCIDENT TO IT, EXCEPT AS
PROVIDED IN THE CITY OF ROANOKE SUPPORT AGREEMENT AND THE CITY OF
SALEM 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 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 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.
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]
[V0145264.1 ,-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 ,
2016.
ATTEST:
Secretary
WESTERN VIRGINIA REGIONAL
INDUSTRIAL FACILITY AUTHORITY
[V0145264.1 )-4-
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
exactly as it appears on the
front of this Bond.
(End of Form of Assignment)
[V0145264.1 )-5-
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 October 11, 2016, 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 finance 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 Bond, Series 2016 in the maximum
principal amount of $10,000,000 (the "Authority Revenue Bond"); and
WHEREAS, the Authority and Union Bank & Trust (the "Bank") have entered into a
Bond Purchase and Loan Agreement, dated as of October 1, 2016 (the "Bond Purchase and
Loan Agreement"), to provide the terms for the issuance of the Authority Revenue Bond, which
will provide funds for the Project as described above and costs of issuing the Authority Revenue
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 financing 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;
NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter
contained, the parties hereto covenant and agree as follows:
{V0145380.1 019364-091615 ) Prepared by:
Paul C. Jacobson, Virginia State Bar Number 32517
Sands Anderson
P.O. Box 1998
Richmond, Virginia 23219
(804)648-1636
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 Authority Revenue 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.
(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
{V0145380.1 019364-091615)
2
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 Enioyment. 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
Regional Partnership, at 111 Franklin Road SE, Suite 333, Roanoke, Virginia 24011 (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.
[The remainder of this page is intentionally left blank.]
{V0145380.1 019364-091615)
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
day of , 2016, by
Virginia Regional Industrial Facility Authority.
My commission expires: /—/—
My
/
My Notary Registration number is:
COMMONWEALTH OF VIRGINIA )
CITY/COUNTY OF
, Virginia, this
as Chairman of the Western
Notary Public
COUNTY OF ROANOKE, VIRGINIA
The foregoing instrument was acknowledged before me in
day of , 2016, by ,
Roanoke, Virginia, on behalf of the County.
My Commission Expires: —/—/
My Notary Registration number is:
Notary Public
{V0145380.1 019364-091615)
4
_, Virginia, this
of the County of
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.
{V0145380.1 019364-091615)
5
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 October 11, 2016
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
UNION BANK & TRUST, ITS SUCCESSORS OR ASSIGNS PURSUANT
TO AN ASSIGNMENT AGREEMENT BETWEEN THE WESTERN
VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY AND
UNION BANK & TRUST, DATED AS OF OCTOBER 11, 2016, 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 October 11, 2016, 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.
"Authority Revenue Bond" shall mean the Authority's $10,000,000 Revenue Bond,
Series 2016 issued pursuant to the Bond Purchase and Loan Agreement.
"Bank" shall mean Union Bank & Trust, 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 Support
Agreement.
"Basic Rent" shall mean the payments payable by the County pursuant to Section 4.2(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 Authority Revenue Bond or
any subsequent holder of the Authority Revenue Bond.
"Bond Purchase and Loan Agreement" shall mean that certain Bond Purchase and
Loan Agreement among the Authority and the Bank, dated as of October 11, 2016.
"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;
2
(b) Presence of any Hazardous Materials on, in, under, at or in any way
affecting the Leased Property at any time;
(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 biphenyls, 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 Authority Revenue 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.
"Roanoke County Support Agreement" shall mean the Support Agreement dated as of
October 11, 2016 between the Authority and the County, as such Support Agreement may be
supplemented, amended or modified.
Section 1.2 Rules of Construction. The following rules shall apply to the
construction of this Lease Agreement unless the context otherwise requires:
vice versa.
(a) Words importing the singular number shall include the plural number and
il
(b) Words importing the redemption or calling for redemption of the
Authority Revenue Bond shall not be deemed to refer to or connote the payment of the Authority
Revenue 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 Authority Revenue Bond are references to
payment of principal of and premium, if any, and interest on the Authority Revenue 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 Authority Revenue 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
execution or delivery of or compliance by the Authority with the terms and conditions of the
Basic Agreements;
5
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 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 parry, (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.
(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
no
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 Authority Revenue Bond to Finance the Project.
Contemporaneously with the execution and delivery hereof, the Authority shall issue the
Authority Revenue Bond to finance the Project and pay certain costs of issuance of the Authority
Revenue 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
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
THE MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY PART OF
7
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 Authority Revenue 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 Authority Revenue 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 July 15, 2017, 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 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
N.
provided in Section 4.5. Such payments of Additional Rent shall also constitute payment, dollar
for dollar, of Additional Payments under the Roanoke County 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 Authority Revenue 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 1St 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.
9
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
Authority Revenue 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 7.1, Title 38.1, 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.
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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]
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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
Authority Revenue 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 Authority Revenue 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 Indemnitees; (iii) the
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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
County determines in good faith that such cost will not exceed $250,000, the County, shall (1)
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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
Leased Property because of loss of title thereto, or the commencement of any proceedings or
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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
proceeding in the name and behalf of the Authority. In no event shall the Authority settle, or
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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;
fires; hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of government
17
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
leasehold estate in the Leased Property or shall have entered into an agreement providing for the
V.
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.
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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 Authority Revenue 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 Authority Revenue 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.
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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 Regional
Partnership, at 111 Franklin Road SE, Suite 333, Roanoke, Virginia 24011 (Attention: Executive
Director) and (iii) if to the Bank (or Bondholder), at 111 Franklin Road, SE, Suite 110, Roanoke,
Virginia 24011 (Attention: Debbie H. Young). 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.
21
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 Authority
Revenue Bond or the Basic Agreements to the contrary, the obligations of the Authority under
the Authority Revenue Bond and the Basic Agreements are not general obligations of the
Authority, but are limited obligations as described in the Authority Revenue 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.
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
COUNTY OF ROANOKE, VIRGINIA
COMMONWEALTH OF VIRGINIA )
CITY/COUNTY OF )
The foregoing instrument was acknowledged before me in the City/County of
, Virginia, this day of , 2016, by ,
Chairman of the Western Virginia Regional Industrial Facility Authority.
My commission expires:
My Notary Registration number is:
Notary Public
COMMONWEALTH OF VIRGINIA )
CITY/COUNTY OF
The foregoing instrument was acknowledged before me in
Virginia, this day of 2016, by
of the County of Roanoke, Virginia.
My commission expires:
My Notary Registration number is:
23
Notary Public
the City/County of
RECEIPT
Receipt of the foregoing original counterpart of the Lease Agreement, dated as of
October 11, 2016, between the Western Virginia Regional Industrial Facility Authority and the
County of Roanoke, Virginia, is hereby acknowledged.
UNION BANK & TRUST
Its: Senior Vice President
24
Exhibit A
25
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.
26
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS.......................................................................................................... 1
Section1.1 Definitions......................................................................................................... 1
Section 1.2 Rules of Construction....................................................................................... 4
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 Authority Revenue 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
Section 4.2
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....................................................... 17
Section 6.1 Events of Default............................................................................................ 17
Section6.2 Remedies......................................................................................................... 18
Section 6.3 Reinstatement after Event of Default.............................................................. 18
Section 6.4 No Remedy Exclusive..................................................................................... 19
Section 6.5 No Additional Waiver Implied by One Waiver .............................................. 19
Section 6.6 Attorney's Fees and Other Expenses.............................................................. 19
I
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.....................................................................................................
22
Section 9.3
Amounts Remaining Under Bond Purchase and Loan Agreement ................
22
Section 9.4
Liability of Authority......................................................................................
22
Section 9.5
Successors and Assigns...................................................................................
22
Section9.6
Counterparts....................................................................................................
22
Section 9.7
Entire Agreement............................................................................................
22
Section 9.8
Governing Law...............................................................................................
22
Testimonium
Signatures
Acknowledgements
Receipt
Exhibit A - Basic Rent Payments
Exhibit B — Leased Property Description
ii
SUPPORT AGREEMENT
between
WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY
and
COUNTY OF ROANOKE, VIRGINIA
Dated as of October 11, 2016
NOTE: THIS SUPPORT AGREEMENT HAS BEEN ASSIGNED TO, AND IS
SUBJECT TO A SECURITY INTEREST IN FAVOR OF UNION BANK &
TRUST, UNDER AN ASSIGNMENT AGREEMENT DATED AS OF
OCTOBER 11, 2016
TABLE OF CONTENTS
Page
Parties...............................................................................................................................................1
Recitals.............................................................................................................................................1
GrantingClauses..............................................................................................................................1
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 2
Section1.1. Definitions...............................................................................................................2
Section 1.2. Rules of Construction............................................................................................3
ARTICLE II REPRESENTATIONS
0
Section 2.1. Representations by Authority...............................................................................4
Section 2.2. Representations by County...................................................................................4
ARTICLE III AGREEMENT TO ISSUE AUTHORITY REVENUE BOND 6
Section 3.1. Agreement to Issue Authority Revenue 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.....
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..........................................................................................10
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 Non appropriation...........................................................................11
ARTICLE IX ASSIGNMENT AGREEMENT; AMENDMENTS; ASSIGNMENT 11
Section 9.1. Assignment Agreement; Covenants...................................................................11
Section9.2. Amendments.........................................................................................................12
ARTICLE X MISCELLANEOUS
12
Section10.1.
Notices...................................................................................................................12
Section10.2.
Severability...........................................................................................................12
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
THIS SUPPORT AGREEMENT dated as of October 11, 2016, 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, the Authority proposes to
undertake the financing of the acquisition of land 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 to obtain the funds therefor by the issuance of the Authority
Revenue Bond (as hereinafter defined); and
WHEREAS, the County and the City of Roanoke, Virginia and the City of Salem,
Virginia (together with the County the "Participants" and each individually, including the
County, a "Participant") agree with the need for the Project and agree that it will facilitate the
development of the above-described facilities, and thus promote commerce and the prosperity of
the citizens in the geographical area served by the Authority; and
WHEREAS, to finance the Project, the Authority has determined to issue pursuant to the
terms of a Bond Purchase and Loan Agreement dated as of October 11, 2016 between the
Authority and Union Bank & Trust (the "Bank"), its Revenue Bond, Series 2016 in the
maximum principal amount of $10,000,000 (the "Authority Revenue Bond") and to use the
proceeds thereof to finance costs incurred in connection with the Project for the benefit of the
County and the other Participants; and
WHEREAS, such Authority Revenue 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 Support Agreement and the Roanoke County Lease
Agreement (as defined below), such payments under this 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 Authority Revenue Bond as set
forth in the Bond Purchase and Loan Agreement (the "Roanoke County Portion of Support"),
(2) payments made by the City of Roanoke pursuant to a Support Agreement between the City of
Roanoke and the Authority (the "City of Roanoke Support Agreement"), such payments from
the City of Roanoke to constitute a percentage of amounts due under the terms of the Authority
Revenue Bond as set forth in the Bond Purchase and Loan Agreement (the "City of Roanoke
Portion of Support") and (3) payments made by the City of Salem pursuant to a Support
Agreement between the City of Salem and the Authority (the "City of Salem Support
Agreement"), such payments from the City of Salem to constitute a percentage of amounts due
under the terms of the Authority Revenue Bond as set forth in the Bond Purchase and Loan
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 Support Agreement, all words used herein shall have the
meanings assigned to such terms in the Bond Purchase and Loan Agreement. In addition to the
words defined in the recitals hereto, the following words as used in this Support Agreement shall
have the following meanings unless a different meaning clearly 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 October 11,
2016, from the Authority to the Bank.
"Authority Documents" shall mean the Assignment Agreement, the Roanoke County
Ground Lease, the Roanoke County Lease Agreement, this Support Agreement and the Bond
Purchase and Loan Agreement.
"Bank" shall mean Union Bank & Trust or any subsequent holder of the Authority
Revenue Bond.
"Basic Payment(s)" shall mean the payments made by the County under this Support
Agreement as set forth in Section 4.1(a), which such payments are equal to forty four and two
tenths percent (44.2%) of the payments of principal and interest due on the Authority Revenue
Bond.
"Board of Supervisors" shall mean the Board of Supervisors of the County.
"Bond Purchase and Loan Agreement" shall mean the Bond Purchase and Loan
Agreement, dated as of October 11, 2016, between the Authority and the Bank.
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"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 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 October 11,
2016, 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 October
11, 2016, 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.
"Support Agreement" shall mean this Support Agreement, as such Support Agreement
may be supplemented, amended or modified.
Section 1.2. Rules of Construction.
The following rules shall apply to the construction of this Support Agreement unless the
context otherwise requires:
(a) Words importing the singular number shall include the plural number and vice
versa.
(b) Words importing the redemption or calling for redemption of the Authority
Revenue Bond shall not be deemed to refer to or connote the payment of the Authority Revenue
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 Support Agreement.
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(d) The headings herein and Table of Contents to this Support Agreement herein are
solely for convenience of reference and shall not constitute a part of this Support Agreement nor
shall they affect its meaning, construction or effect.
(e) All references herein to payment of the Authority Revenue Bond are references to
payment of principal of and premium, if any, and interest on the Authority Revenue 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
officer of the Authority executing the Authority Documents, or (5) the ability of the Authority to
issue and sell its Authority Revenue Bond and undertake the Project.
Section 2.2. Representations by County.
The County makes the following representations:
M
(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 and Loan 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 and
Loan 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.
(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 Support Agreement.
-5-
ARTICLE III
AGREEMENT TO ISSUE AUTHORITY REVENUE BOND
Section 3.1. Agreement to Issue Authority Revenue Bond.
The Authority hereby agrees, simultaneously with the execution and delivery hereof, to
proceed with the issuance and sale of the Authority Revenue Bond, bearing interest, maturing
and having the other terms and provisions set forth in the Bond Purchase and Loan Agreement.
The proceeds of the Authority Revenue 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 Support Agreement to the contrary notwithstanding, any
obligation the Authority may incur in connection with the issuance of the Authority Revenue
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 Support Agreement,
the Roanoke County Lease Agreement, the City of Roanoke Support Agreement and the City of
Salem 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 10th day of
January and July, beginning on July 10, 2017, each year until the date that no amount is due
under this 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 July 15, 2017, each year until the date that no amount is due under this 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 Authority Revenue Bond.
(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 Authority Revenue 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 Support Agreement, but not including Basic Payments.
I on
Section 4.2. Payments Assigned.
The Authority and the County acknowledge and agree that this 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 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 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 Support Agreement, to the extent
permitted by law, creates strictly a moral obligation of the County to pay such amounts.
Notwithstanding anything in this Support Agreement to the contrary, the County's
obligations to pay the cost of performing its obligations under this Support Agreement and the
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 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 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
-7-
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 Authority Revenue 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 Authority
Revenue Bond to be redeemed in part as set forth in such Authority Revenue 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 Authority Revenue Bond as set forth in such
Authority Revenue Bond.
The County shall direct the Authority to send to the Bank notice of any partial
redemption of the Authority Revenue 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 Authority
Revenue 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 Support Agreement shall be
deemed to be a covenant, agreement or obligation of any past, present or future member, officer,
director, employee or agent of the Authority in his or her individual capacity, and neither the
members of the Authority nor any officer thereof executing this Support Agreement shall be
liable personally on this Support Agreement or be subject to any personal liability or
accountability by reason of the execution and delivery hereof. No member, director, officer,
employee or agent of the Authority shall incur any personal liability with respect to any other
action taken by him or her pursuant to this Support Agreement or the Act or any of the
transactions contemplated hereby provided that he or she acts in good faith.
10
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 Support Agreement shall be liable personally on this Support
Agreement or be subject to any personal liability or accountability by reason of the execution
and delivery hereof. No Board 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 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 Authority Revenue Bond to
finance the Project and pay the costs of issuance of the Authority Revenue 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 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
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.
(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
in
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 Support Agreement or
(2) failure by the County to observe and perform any covenant, condition or agreement on its
part to be observed or performed under this Support Agreement, either of which results from
failure of the County to appropriate moneys for such purposes, as described in Section 4.4, shall
not constitute an Event of Default. Upon any such failure to appropriate, the provisions of
Article VIII shall be applicable.
Section 7.2. Remedies.
Whenever any Event of Default shall have happened and is continuing, the 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 Authority Revenue 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 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 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 Support Agreement shall be waived
without further action by the Authority. Upon such payment and waiver, this Support
Agreement shall be fully reinstated and all 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 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
-10-
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 Authority Revenue Bond.
Nothing contained in this Section shall be construed as affecting or superseding in any
manner the provisions of Section 4.4.
ARTICLE IX
ASSIGNMENT AGREEMENT; AMENDMENTS; ASSIGNMENT
Section 9.1. Assignment Agreement; Covenants.
(a) Contemporaneously with the execution of this Support Agreement, the Authority
has entered into the Assignment Agreement by which the Authority has assigned all of its rights
in and to this Support Agreement (except its rights to receive payment of its expenses, to receive
notices and to give consents) to the Bank for the benefit of the holders of the Authority Revenue
-11-
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 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 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 Authority Revenue 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 Support Agreement shall not be supplemented, amended or modified by the parties
hereto prior to the payment of all amounts due on the Authority Revenue 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 Regional
Partnership, at 111 Franklin Road SE, Suite 333, Roanoke, Virginia 24011 (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 Support Agreement shall be held invalid by any court of
competent jurisdiction, such holding shall not invalidate any other provision hereof.
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Section 10.3. Limited Liability.
Notwithstanding any provision hereof to the contrary, the obligations of the County under
this 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 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 Support Agreement.
Section 10.5. Counterparts; Delivery.
This 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 and Loan Agreement.
Section 10.6. Governing Law.
This Support Agreement shall be governed by and construed in accordance with the laws
of the Commonwealth of Virginia.
Section 10.7. Term of Agreement.
This Support Agreement shall commence on the date of issuance of the Authority
Revenue Bond and will terminate on the date that no amount is due under this Support
Agreement. This Support Agreement has been dated as of October 11, 2016 for purposes of
identifying the instrument.
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IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly
executed by their duly authorized representatives.
WESTERN VIRGINIA REGIONAL INDUSTRIAL
FACILITY AUTHORITY
Chairman
COUNTY OF ROANOKE, VIRGINIA
W.
APPROVED TO FORM:
County Attorney
Seen and agreed to:
UNION BANK & TRUST
Senior Vice President
County Administrator
[SIGNATURE PAGE TO COUNTY SUPPORT AGREEMENT]
{V0145386.1 ) S-1
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION
CENTER ON TUESDAY, OCTOBER 11, 2016
ORDINANCE OF THE BOARD OF SUPERVISORS OF THE COUNTY
OF ROANOKE, VIRGINIA AUTHORIZING ROANOKE COUNTY
SUPPORT OF FINANCING 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
WHEREAS, in order to further the purposes of the Act, the Authority proposes to
undertake the financing of land acquisition and related improvements and facilities,
including necessary expenses incidental thereto (collectively, the "Project"), and to
obtain the funds therefor by the issuance of the Authority Revenue Bond (as hereinafter
defined); and
WHEREAS, the County of Roanoke, Virginia (the "County"), the City of
Roanoke, Virginia and the City of Salem, Virginia (together with the County,
collectively the "Participants" and each individually, including the County, a
"Participant") agree with the need for the Project and that the Project will facilitate the
Page 1 of 7
development of real estate and facilities as described above and promote commerce
and the prosperity of the citizens in the geographical area served by the Authority; and
WHEREAS, to finance the Project, the Authority has determined to issue
pursuant to the terms of a Bond Purchase and Loan Agreement dated as of October
11, 2016 (the "Bond Purchase and Loan Agreement") between the Authority and
Union Bank & Trust (the "Bank"), its Revenue Bond, Series 2016 in the maximum
principal amount of $10,000,000 (the "Authority Revenue 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 Authority Revenue Bond; and
WHEREAS, such Authority Revenue 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 Support Agreement and the Lease Agreement (each as defined below)
and payments made by the other Participants pursuant to separate agreements
between the Authority and the other Participants as further described herein, such
payments from the County to constitute a percentage of amounts due under the terms
of the Authority Revenue 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 Authority
Revenue Bond will be limited to payments received from the Participants in accordance
with the terms of the Bond Purchase and Loan Agreement; and
Page 2 of 7
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 Authority Revenue Bond pursuant to an Assignment
Agreement between the Authority and the Bank, dated as of October 11, 2016 (the
"Assignment Agreement"); and
WHEREAS, the Authority will lease the Leased Property (as defined below) from
the County for an approximately 25 year term under the Ground Lease (as defined
below) and in turn, lease the Leased Property to the County for approximately 21 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
described above, copies of which shall be filed with the records of the Board of
Supervisors:
a. a Ground Lease, dated as of October 11, 2016, 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");
Page 3 of 7
b. a Lease Agreement, dated as of October 11, 2016, between the Authority
and the County (the "Lease Agreement") conveying to the County a leasehold
interest in such Leased Property;
c. a Support Agreement between the Authority and the County, dated as of
October 11, 2016 (the "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 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 Authority Revenue Bond.
The first reading of this ordinance was held on September 27, 2016 and the second
reading of this ordinance was held on October 11, 2016.
NOW THEREFORE, BE IT ORDAINED by the Board of Supervisors of the
County of Roanoke, Virginia:
1. The following plan for financing is approved. The Authority shall use the
proceeds from the issuance of the Authority Revenue Bond to finance 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 Authority Revenue Bond
at a rent sufficient to pay when due the Roanoke County Portion of Support.
Page 4 of 7
The obligation of the Authority to pay principal and interest on the Authority
Revenue 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 Authority
Revenue Bond shall not exceed $5,000,000. The Board of Supervisors on
behalf of the County will set forth in the 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 Authority Revenue Bond on the terms set forth
in the Bond Purchase and Loan Agreement is hereby approved.
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
Page 5 of 7
the Authority Revenue Bond in a maximum principal amount of $10,000,000
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 Support Agreement, to lease the Leased Property and to
create and perfect a complete assignment of the rents and revenues due or
to become due in favor of the Bank in accordance with the 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
Page 6 of 7
(including but not limited to fulfilling Bank title search and other requirements
related to the Leased Property) necessary to issue the Authority Revenue
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 Authority Revenue 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 Authority Revenue 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 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 Authority Revenue Bond.
8. This Ordinance shall take effect immediately.
Page 7 of 7
ACTION NO.
ITEM NO. H.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:
All open appointments.
BACKGROUND:
October 11, 2016
Appointments to Committees, Commissions and Boards
Deborah Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
1. Board of Zoning Appeals (appointed by District)
The Windsor Hills Magisterial District representative has passed away. Mr. Karr's
five (5) -year term expires June 30, 2016.
2. Budget and Fiscal Affairs Committee (BFAC) (appointed by District and At -
Large)
The Budget and Fiscal Affairs Committee shall be comprised of eleven (11)
members with each Board Supervisor having an appointment, five members
appointed jointly by the Board of Supervisors, and one ex officio appointment
representing County Administration. Mr. Gates is currently working with the Board
on recommendations to this committee.
3. Clean Valley Council (At Large)
Adam Cohen has resigned his appointment to the Clean Valley Counsel. His three-
year term expired June 30, 2015.
Page 1 of 2
4. Economic Development Authority (EDA) (appointed by District)
The following four-year term expired on September 26, 2015:
a) Greg Apostolou, representing the Hollins Magisterial District is eligible for
reappointment
The following four-year term expired on September 26, 2016:
a) Linwood P. Windley, representing the Windsor Hills Magisterial District is
eligible for reappointment
DISCUSSION:
Supervisor Joseph P. McNamara has recommended the reappointment of Linwood P.
Windley to an additional four year term to expire September 26, 2020. Confirmation of
this appointment has been added to the Consent Agenda.
FISCAL IMPACT:
There is no fiscal impact associated with this agenda item.
STAFF RECOMMENDATION:
There is no staff recommendation 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, OCTOBER 11, 2016
RESOLUTION APPROVING AND CONCURRING IN CERTAIN ITEMS SET
FORTH ON THE BOARD OF SUPERVISORS AGENDA FOR THIS DATE
DESIGNATED AS ITEM I- 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 October 11,
2016, designated as Item I - Consent Agenda be, and hereby is, approved and concurred
in as to each item separately set forth in said section designated Items 1 through 5
inclusive, as follows:
1. Approval of minutes — September 13, 2016
2. Two monetary donations given to the Roanoke County Police Department to be
used for the Project Lifesaver Program
3. Confirmation of appointment to the Economic Development Authority
(EDA)(appointed by District)
4. Request to approve holiday schedule for calendar years 2017 and 2018
5. Designation of voting delegate to the Virginia Association of Counties (VACo)
Conference to be held November 13-15, 2016
Page 1 of 1
ACTION NO.
ITEM NO. 1.2
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:
October 11, 2016
Two monetary donations given to the Roanoke County
Police Department to be used for the Project Lifesaver
Program
Howard Hall
Chief of Police
Thomas C. Gates
County Administrator
Acceptance of two donations to the Project Lifesaver Program
BACKGROUND:
Mr. Brian Asbury and Mrs. Jackie Asbury donated $300 on June 20, 2016. Mr. Joseph
Shepard and Mrs. Karen Shepard also donated $300 on June 27, 2016 to be used for
the Project Lifesaver Program.
DISCUSSION:
The funds for Project Lifesaver are used to purchase electronic tracking bracelets that
allow an individual with Alzheimer's/Dementia, (or a child with Autism), to be
electronically tracked by the police when they wander away from their caregiver. The
bracelets can mean the difference between life and death - especially in the event of
extreme weather conditions.
FISCAL IMPACT:
There is no fiscal impact.
Page 1 of 2
STAFF RECOMMENDATION:
Staff recommends acceptance of this donation.
Page 2 of 2
ACTION NO.
ITEM NO. 1.3
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:
October 11, 2016
Confirmation of appointment to the Economic Development
Authority (EDA) (appointed by District)
Deborah Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
Confirmation of appointment.
BACKGROUND:
Economic Development Authority (EDA)(appointed by District)
The four-year term of Linwood P. Windley, representing the Windsor Hllls Magisterial
District expired September 26, 2016.
DISCUSSION:
Economic Development Authority (EDA)(appointed by District)
Supervisor Joseph P. McNamara has recommended Linwood P. Windley for an
additional four-year term to expire September 26, 2020.
FISCAL IMPACT:
There is no fiscal impact associated with this agenda item.
STAFF RECOMMENDATION:
Staff recommends approval of Supervisor McNamara's recommendation.
Page 1 of 1
ACTION NO.
ITEM NO. 1.4
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:
October 11, 2016
Request to approve holiday schedule for calendar years
2017 and 2018
Anne -Marie Green
Director of Human Resources
Thomas C. Gates
County Administrator
Approval of the Calendar Year 2017 and 2018 Holiday Schedule.
BACKGROUND:
The Board of Supervisors approves the Holiday Schedule for Roanoke County offices
on a bi-annual basis. Attached is the proposed schedule for calendar years 2017 and
2018.
DISCUSSION:
The County's current Holiday Schedule includes Columbus Day as a "floating" holiday.
A "floating" holiday granted by the County permits employees to choose any day of the
calendar year as a holiday, subject to staffing needs of the Department. Floating
holidays offer the benefit of keeping the government open during lesser observed
holidays (ie. Columbus Day) while granting employees discretion in how they use their
leave benefit.
For the 2017 and 2018 Holiday Schedule, staff is recommending the "floating" holiday
currently granted for Columbus Day be eliminated and that the County adopt Christmas
Eve as a scheduled holiday. Experience suggests minimal public utilization of County
facilities on Christmas Eve and considerable leave usage by employees. Staff has
consulted with the Employee Advisory Committee (EAC) and the EAC has offered their
Page 1 of 2
support for the proposed change.
FISCAL IMPACT:
There is nominal fiscal impact from this recommended change. There would be some
operational savings from the closing of public facilities on Christmas Eve. County
employees may "bank" floating holidays and be paid for them upon termination. This
change would reduce future leave liabilities.
STAFF RECOMMENDATION:
Staff recommends that the Board approve the attached Holiday Schedule for 2017 and
2018.
Page 2 of 2
2017 Holidays
New Year's Day
[Monday, January 2 (Observed)
Martin Luther King Day
Monday, January 16
Presidents' Day
Monday, February 13 - Floating
Memorial Day
Monday, May 29
Independence Day
Tuesday, July 4
Labor Day
Monday, September 4
Veteran's Day
Friday, November 10 (Observed) -Floating
Thanksgiving Day
Thursday, November 23
Day after Thanksgiving
Friday, November 24
Christmas Eve
Tuesday, December 26
Christmas Day
Monday, December 25
2018 Holidays
New Year's Day
Monday, January 1
Martin Luther King Day
Monday, January 15
Presidents' Day
Memorial Day
Independence Day
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ACTION NO.
ITEM NO. 1.5
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:
October 11, 2016
Designation of voting delegate to the Virginia Association of
Counties (VACo) Conference to be held November 13-15,
2016
Deborah Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
Designation of voting delegate to VACo
BACKGROUND:
The Virginia Association of Counties' (VACo) annual conference will be held November
13-15, 2016. They have requested that each county designate a representative of its
Board of Supervisors as well as an alternate to cast its votes at the annual business
meeting on Tuesday, November 15, 2016. The voting credentials form must be
submitted to VACo by November 1, 2016.
DISCUSSION:
Vice Chairman Joseph P. McNamara will be attending the conference and it is
recommended that he be appointed as Roanoke County's voting representative for
2016. Additionally, it is recommended that Ruth Ellen Kuhnel, County Attorney, be
designated as the alternate.
FISCAL IMPACT:
There is no fiscal impact associated with this Board action.
Page 1 of 2
STAFF RECOMMENDATION:
Staff recommends appointing Joseph P. McNamara and Ruth Ellen Kuhnel as the
voting representatives for 2016.
Page 2 of 2
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COUNTY OF ROANOKE, VIRGINIA
CHANGES IN OUTSTANDING DEBT
Changes in outstanding debt for the fiscal year to date were as follows:
Outstanding Outstanding
June 30, 2016 Additions Deletions October 11, 2016
General Obligation Bonds $ 4,497,704 $ - $ - $ 4,497,704
VPSA School Bonds 95,654,875 8,159,100 87,495,775
Lease Revenue Bonds 75,902,803 - 2,635,000 73,267,803
$ 176,055,382 $ - $ 10,794,100 - $ 165,261,282
Submitted By Rebecca E. Owens
Director of Finance
Approved By Thomas C. Gates
County Administrator
K-3
RESOLUTION #341 (09-16)
OF THE
WESTERN VIRGINIA WATER AUTHORITY
Thanking H. Odell "Fuzzy" Minnix for his Service as a Director of the Authority
WHEREAS, the Western Virginia Water Authority (the "Authority"), a public service
authority formed and existing in accordance with the provisions of Chapter 51 of Title 15.2 of
the Code of Virginia, 1950, as amended, the Virginia Water and Waste Authorities Act §§ 15.2-
5100-15.2-5158 (the "Act"), has benefited from the insightful service and good judgment of its
longest standing director, H. Odell "Fuzzy" Minnix; and
`WHEREAS, 1I. Odell "Fuzzy" Minnix early on recognized the need for a regional water
supply to support the people and businesses of the Roanoke Valley ; and,
WHEREAS, on November 19, 2003 the Board of Supervisors of the County of Roanoke,
Virginia, appointed H. Odell "Fuzzy" Minnix to serve as a director of the Western Virginia
Water Authority, which extended to a twelve year period and four terms of service; and,
WHEREAS, H. Odell "Fuzzy" Minnix was a Charter member of the Authority's Board
of Directors and faithfully served in the capacity of Board Chair three times and Vice Chair
twice; and,
WHEREAS, H. Odell "Fuzzy" Minnix wholeheartedly supported the Board, the staff and
the customers of the Western Virginia Water Authority through words and deed; and,
WHEREAS, the Authority has determined to present this Commendation Resolution for
Mr. Minnix's outstanding contributions to the success of the Authority;
NOWTHEREFORE, be it resolved by the Directors of the Western Virginia Water
Authority that they extend their heartfelt thanks and gratitude to H. Odell "Fuzzy" Minnix for his
dedicated service to the Authority, its customers, and its employees; and that they extend sincere
appreciation for the wisdom, Fuzzyisms and influence given during the establishment and
expansion of the Authority.
AND BE IT FURTHER RESOLVED, that a certified copy of this resolution be
forwarded to the Board of Supervisors of Roanoke County, Virginia, with the request that it be
read into the permanent public records of such governing body.
This resolution shall take effect immediately.
-1-
Directors Absent
Votes For _I
Votes Against
Abstentions t
CERTIFICATION
K-3
The undersigned secretary of the Western Virginia Water Authority does hereby
certify that the foregoing is a true, complete and correct Resolution adopted by a vote of a
majority of the Directors of the Western Virginia Water Authority, present at a regular
meeting of the Board of Directors of the Western Virginia Water Authority duly called and
held September �j, 2016, at which a quorum was present and acting throughout, and that the
same has not been amended or rescinded and is in full force and effect as of the date of this
certification, September ;L , 2016.
I ff
Gayle Shrew bury, Secretary
Western Virginia Water Authority
-2-