HomeMy WebLinkAbout10/16/2012 - Regular1
Vinton Town Council
Council in the Neighborhood Meeting
Living Water Baptist Church of Vinton
627 Vale Avenue
Tuesday, October 16, 2012
AGENDA
Consideration of:
A. 6:30 p.m. - CONDUCT NEIGHBORHOOD MEETING
B. 7:15 p.m. - ROLL CALL AND ESTABLISHMENT OF A QUORUM
C. MOMENT OF SILENCE
D. PLEDGE OF ALLEGIANCE TO THE U. S. FLAG
E. CONSENT AGENDA
1. Consider approval of minutes for Council Meeting of October 2, 2012.
2. Board/Commission Appointments:
a. Reappointment of William Booth to the Planning Commission for a
new four-year term to expire 10/31/16.
b. Appointment of Sabrina Weeks to the Highway Safety Commission
for a three-year term to expire February 4, 2015.
F. AWARDS, RECOGNITIONS, PRESENTATIONS
1. Officer of the Month for September 2012 – Sergeant Todd Bailey.
2. Update on National Prescription Drug Take-Back Initiative.
G. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments
and questions for issues not listed on the agenda.
Bradley E. Grose, Mayor
William “Wes” Nance, Vice Mayor
I. Douglas Adams, Jr., Council Member
Robert R. Altice, Council Member
Matthew S. Hare, Council Member
Vinton Municipal Building
311 South Pollard Street
Vinton, VA 24179
(540) 983-0607
2
H. PUBLIC HEARING
1. Bridge Loan with the VML/VACo Finance Program for the Glade-Tinker
Creek Wastewater Interceptor Placement-Phase 2 Project.
a. Report from Staff
b. Open Public Hearing
• Receive public comments
• Close Public Hearing
c. Council discussion and questions
d. Consider adoption of a Resolution authorizing the Town Manager to
execute the issuance of a General Obligation Bond of the Town of
Vinton in a principal amount not to exceed $500,000, providing for the
form, details and payment thereof, and authorizing certain related
actions.
I. TOWN ATTORNEY
J. TOWN MANAGER
1. Briefing on Virginia Department of Transportation (VDOT) Revenue Sharing
Grant Application and 50% Matching Requirement for Glade Creek
Greenway.
2. Update on VDOT funding for the Walnut Avenue Bridge project.
K. MAYOR
L. COUNCIL
M. ADJOURNMENT
NEXT TOWN COUNCIL MEETINGS AND COMMITTEE MEETINGS:
NEXT COMMITTEE/TOWN COUNCIL MEETINGS:
• October 25, 2012 – 6:00 p.m. – Highway Safety Commission – Town Conference
Room
• October 28-29, 2012 – Town Council Retreat – Vinton War Memorial
• November 6, 2012 – 6:00 p.m. – Finance Committee Meeting – Finance
Department Conference Room
• November 6, 2012 – 7:00 p.m. – Regular Meeting – Council Chambers
NOTICE OF INTENT TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT. Reasonable
efforts will be made to provide assistance or special arrangements to qualified individuals with disabilities in
order to participate in or attend Town Council meetings. Please call (540) 983-0607 at least 48 hours prior to
the meeting date so that proper arrangements may be made.
Meeting Date
October 16, 2012
Department
Town Clerk
Issue
Consider approval of minutes for the Council Regular Meeting of October 2, 2012
Summary
None
Attachments
October 2, 2012 minutes
Recommendations
Motion to approve minutes
Town Council
Agenda Summary
1
MINUTES OF A REGULAR MEETING OF VINTON TOWN COUNCIL HELD AT 7:00 P.M.
ON TUESDAY, OCTOBER 2, 2012, IN THE COUNCIL CHAMBERS OF THE VINTON
MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA.
MEMBERS PRESENT: Bradley E. Grose, Mayor
William W. Nance, Vice Mayor
I. Douglas Adams, Jr.
Robert R. Altice
Matthew S. Hare
STAFF PRESENT: Christopher S. Lawrence, Town Manager
Susan Waddell, Town Attorney
Stephanie Dearing, Human Resources Director
Gary Woodson, Public Works Director
Barry Thompson, Finance Director/Treasurer
Anita McMillan, Planning & Zoning Director
Chad Helms, Lieutenant, Fire Department
Joey Hiner, Assistant Public Works Director
The Mayor called the regular meeting to order at 7:00
p.m. The Acting Town Clerk called the roll with Council
Member Adams, Council Member Altice, Council Member
Hare, Vice Mayor Nance, and Mayor Grose present. After
a Moment of Silence, Mr. Hare led the Pledge of
Allegiance to the U.S. Flag.
Roll Call
Mr. Adams made a motion to approve the consent
agenda as presented; the motion was seconded by Mr.
Altice and carried by the following vote, with all members
voting: Vote 5-0; Yeas (5) – Adams, Altice, Hare, Nance,
Grose; Nays (0) - None.
Approved minutes of Council
Regular meeting of September 18,
2012
The Mayor read a Proclamation declaring October 7-13,
2012 as Fire Prevention Week in the Town and presented
to Lieutenant Chad Helms on behalf of the Fire
Department.
The next item on the agenda was citizens’ comments
and petitions. Roger Overstreet, 709 South Pollard
Street, addressed Council concerning his business at 809
South Pollard Street. Mr. Overstreet indicated that he
contacted Karla Turman, the Town’s Code Enforcement
Officer, in June to see what he needed to do to open a
used car lot on the property. Ms. Turman told him that he
could not park any cars in the front of the property, not
even the car he drove to work, and he would have to
keep everything in the back. She did not explain to him
what the requirements would be. He then stated that
later Ms. Turman contacted him regarding vehicles he
had listed for sale on Craig’s List and asked if he was
selling vehicles without a license. He responded to her
that they were his personal vehicles. Ms. Turman
2
indicated that he would not be allowed to park any cars
outside without any tags on them over two to three days.
He then referred to other businesses that have cars with
no tags on them and how are they allowed and he is not.
Mr. Overstreet also indicated he had spoken to the Town
Manager in July and have not heard back from him. He
would like to stay in Vinton and still have the building on
South Pollard, but wants to be treated like everyone else.
The Mayor made brief comments and referred the matter
to the Town Manager and staff to review and report back
to Council. The Town Manager indicated he would
prepare a summary of the conversations with Ms. Turman
and will contact Mr. Overstreet. Mr. Hare asked if Mr.
Overstreet was given an option to apply for a special
permit if it is outside the zoning ordinance for that area
and the Town Manager responded that he would have to
check on it. Vice Mayor Nance asked what would be a
reasonable time to have a report to Council and for
further discussion with Mr. Overstreet and the response
by the Town Manager was by the end of the week.
The next item on the agenda was to consider adoption
of a Resolution re-appropriating funds in the amount of
$4,050.00 to the Vinton Chamber of Commerce for the 3rd
and 4th quarters of Fiscal Year 2011-2012.
The Town Manager commented that after the approval of
the FY12 budget a letter was sent to each outside agency
that had been approved for funding. The larger agencies
were asked to invoice the Town each quarter for their
allocated amount. The Vinton Chamber of Commerce sent
an invoice for the 1st and 2nd quarters of FY12 which was
paid by the Town. However, no subsequent invoice was
sent and the Chamber identified this error in September
while they were developing their 2013 budget. The
Chamber contacted Barry Thompson, the Finance Director/
Treasurer, indicating that they had made the mistake and
what process would they need to follow to receive their
funding.
Ms. Sabrina Weeks, Chamber President, was present at
the meeting and made comments regarding the oversight
and apologized. She indicated they had reviewed their
procedure and will in the future send one letter with four
invoices for the entire year.
After comments from Council, Vice Mayor Nance made a
motion to approve the Resolution as presented; the motion
was seconded by Mr. Adams and carried by the following
roll call vote, with all members voting: Vote 5-0; Yeas (5) –
Adams, Altice, Hare, Nance, Grose; Nays (0) – None.
Approved Resolution No. 1989 re-
appropriating funds in the amount
of $4,050.00 to the Vinton Chamber
of Commerce for the 3rd and 4th
quarters of Fiscal Year 2011-2012.
3
The next item on the agenda was to consider adoption
of a Resolution re-appropriating funds in the amount of
$13,745.00 to Southern Air Inc. for a new HVAC Unit for
the Municipal Building. The Town Manager commented
that the HVAC unit that services the Town Manager’s Suite
has been leaking due to the erosion of the condensation
pan and drain system. After consultation with our HVAC
contractor, it was determined that the best course of action
was to replace the unit. The unit has been installed by
Southern Air and inspected by the Building Official.
After comments from Council, Mr. Altice made a motion to
approve the Resolution as presented; the motion was
seconded by Vice Mayor Nance and carried by the
following roll call vote, with all members voting: Vote 5-0;
Yeas (5) – Adams, Altice, Hare, Nance, Grose; Nays (0) –
None.
Approved Resolution No. 1990 re-
appropriating funds in the amount
of $13,745.00 to Southern Air Inc.
for a new HVAC Unit for the
Municipal Building.
The next item on the agenda was a briefing on a
$50,000 donation from Novozymes Biologicals, Inc. and
potential use for Glade Creek Greenway. The Town
Manager commented that as part of the agreement with
Novozymes they agreed to pay each of the four localities
$50,000 specifically for greenway improvements with a
preference on expansions. During the current sewer line
replacement project, we have been reviewing the potential
for the Glade Creek Greenway which has been in our
master plan for some time. Town staff along with Liz
Belcher, the Greenway Coordinator, have been evaluating
the best way to proceed and the possibility of using
Novozymes’ $50,000 for a match with some VDOT
revenue sharing funds which will give us more of an
opportunity to at least design and possibly even build the
greenway.
Anita McMillan, Planning & Zoning Director made further
comments that since we have the $50,000 and are now
aware of the VDOT funding that is available, how can we
expand the Greenway to connect to the Roanoke City
Tinker Creek Greenway. The Tinker Creek Greenway
goes all the way to the Roanoke River Greenway. With the
current sewer project and the Walnut Avenue Bridge
project which will have sidewalks on both sides, it provides
a great opportunity for a paved greenway in that area. A
pedestrian bridge was discussed, but cost was a factor.
The sidewalk along Virginia Avenue will provide an avenue
to connect to the Tinker Creek Greenway.
Liz Belcher, Greenway Coordinator, made further
comments that when Novozymes came to the Greenway
Commission the focus was to see the completion of the
Roanoke River Greenway. It is so important to have a big
4
long continuous greenway and we are now beginning to
see the economic impact of the expanded project. The
Novozymes payment to Roanoke County was used to build
a 70-foot bridge at the Roanoke River Greenway in
Greenhill Park and the next year was the piece in front of
Carilion Hospital in the City of Roanoke. For the City of
Salem, it was used to purchase a right-of-way for the
Roanoke River Greenway. Now, they want to make the
payment to Vinton. In 2004, a study was done for the best
location and how to connect through Vinton. It is difficult on
the Vinton side to get past the two parts of the railroad
tracks. However, Roanoke County has been talking to
property owners on the south side of the Roanoke River
and the Tinker Creek Greenway would be the Town’s
connection to the Roanoke River Greenway.
Ms. Belcher further commented that last year was the first
year that VDOT said revenue sharing money can be used
for greenways. It has always been used in the past for
roads and bridges. Since the Town has the Novozymes
money for its match, you cannot get a greenway any
cheaper than that.
Mr. Hare asked if the greenway was built before the road,
will that effect anything. Ms. McMillan responded that the
Town owns the two parcels so the greenway will not start
right at Walnut, it will start at the location of the proposed
low water bridge. Mr. Hare then asked if there would be a
trail head there and the response was that VDOT
suggested doing the project in two phases, the first phase
for the trail and the second for facilities. Once the bridge is
complete and we feel that is where the trail head is going to
be we can apply for additional funding. Mr. Hare then
asked what is the plan for crossing the bridge on Virginia
Avenue and Ms. Belcher responded that an option would
be to have the greenway go up Virginia Avenue, cross at
the light and then back down the sidewalk on the other
side. Mr. Hare asked what priority would it be in the
comprehensive plan and the response was that in the 2007
plan this is a priority three for Vinton, priority one is the
Roanoke River and priority two is Tinker Creek.
Vice Mayor Nance asked if a paved greenway means a
hard topped trail or more like Wolf Creek and the response
was the current process is to put concrete or asphalt where
there is potential for flooding. Also, the surface would be
chosen to best provide continuity between the connectors.
The Town Manager commented that the ideal solution
would be to have a bridge that connects trail to trail and
where you put it between Virginia and Walnut is a decision
to be made. There are possibilities of finding additional
5
funding over time to pay for a bridge, so he suggested
letting the engineering firm at least look at this alternative
and where the best location might be. Also, with the
proposed route, some consideration needs to be given to
the narrowing between Cedar and Walnut. Since the
manholes have to be out of the flood area and will need to
be elevated, there is also the question of whether there will
be a need for any grading or easements on private
property. The Town Manager also commented that there is
a concrete boat launch at Public Works and it may be a
consideration for part of the trail. At this point, we need to
refine some numbers and will bring back to Council to get
their consensus to apply for the funding from VDOT.
Mr. Hare stated that he is excited about the idea and
agrees that any greenway within 80 feet of another existing
greenway needs to be connected. The impact that a
greenway has on a community is huge and it is hard to
quantify what it does for a neighborhood. It has potential
to bring customers into town especially as we seek to
revitalize downtown. Also, Janet Scheid, our Town’s
representative on the Greenway Commission was not able
to attend the meeting, but has emailed Council indicating
her support of the project.
The Mayor said greenways are valuable to a community
and can be an economic tool; however, we do want to plan
carefully. He then congratulated Liz Belcher for her work
with the Greenway Commission for 15 years. He then read
a statement and congratulated her for being named the
“Woman of Achievement” for 2012.
The Town Manager indicated $100,000 may not be enough
and VDOT has said if we need more, we need to ask for it.
We need to make sure we have enough because we do
not want to come up short because we did not ask for more
from VDOT. Ms. McMillan commented that she is meeting
with a representative from Anderson & Associates on
Friday. He has worked with Roanoke County and the City
of Salem on their greenways and will be able to give us a
cost estimate for the engineering plan and the cost
estimate to build the greenway.
Mr. Hare asked if Pathfinders would have anything to do
with the building of it. Liz Belcher responded that they do
volunteer projects for the greenways and they have been
able to provide funding in some circumstances.
The next item related to an update on the proposed
expansion of the Town’s façade program. Ms. McMillan
made brief comments regarding the beginning of the
façade program in 2004 which only includes five blocks.
6
Since then other property owners have asked when we
will plan to expand the program. When the Town applied
for the CDBG grant, it expanded the boundary.
Council was provided information regarding how many
business owners have applied for the façade since 2004,
which is 14 for a total investment of $120,000.00 in
downtown. She and the Town Manager have met with
Jill Loope, Roanoke County’s Economic Development
Director and the Town Committee would need to make
the recommendation to the EDA for its approval. The
proposal is to expand the boundary two blocks north of
Washington and six more blocks south of the current
boundary.
Vice Mayor Nance asked how do we take action to
change the definition of the area of the façade grant and
the response was that before it was agreed to in a work
session. Ms. McMillan stated there was not an official
Resolution, but we should do one. Vice Mayor Nance
indicated that the funds are limited and how do they
prioritize who to assist first and the response was on a
first-come, first-serve basis and there has not been a
problem up to this point.
The Town Manager responded that as of June 30th we
committed to spend all of the funds that were available.
At this point there is $20,000 of new money in the EDA
façade grant fund. We only grant up to $5,000 per
application and we share that 50/50 with the County, so
we have enough to do five projects at this time. There is
also the possibility of meshing some of the CDBG grant
money with some of the projects. Ms. McMillan
mentioned that we have not had our negotiation meeting
with the State yet, and with the current program we only
allow exterior improvements, but with the State money
there are lee ways to possibly help with interior
improvements. The Town Manager commented that
staff thinks this is the biggest boundary that the program
should have.
The Town Manager indicated that he wants to meet with
the State first, discuss again with Roanoke County and
then will bring back to Council for action at a future
meeting.
The Mayor commented that the façade expansion
reminded him that some businesses had asked last year
about putting the Christmas flags on North Pollard and
could staff check on that.
7
The last item on the agenda was a briefing on the
VML/VACo commercial paper loan application for the
Glade-Tinker Creek Wastewater Interceptor Replacement
Phase 2 Project. Barry Thompson, Finance Director/
Treasurer made brief comments that when the project
was awarded in July we had some bond money left over
of approximately $316,000 to apply to this project. We
then applied for a $500,000 bridge loan with VML/VACo
until the Town is ready to bond for new major projects. A
Public Hearing has been advertised to be held at the next
Council meeting on October 16, 2012. The loan is for an
18-month period with a variable rate currently at 1.5% to
1.75%.
The Town Manager reminded Council of their Retreat
scheduled for October 28-29, 2012 at the War Memorial.
The State of the County address is November 9th and the
State of the Town address will be November 14th at the
War Memorial.
The Mayor commented on the VML Annual Meeting
and that there are a lot of exciting things happening in the
Town.
Mr. Hare commented on the August 2012 financial
statement that revenues are up from last month,
expenditures are at 79% and the Utility fund is in good
shape. When this report was compared to the August
2011 report, revenues are pretty close, but we are up
$600,000 in cash, which funds have been invested to
realize a higher yield. Mr. Hare made a motion to accept
the August 2012 financial report as presented; the motion
was seconded by Vice Mayor Nance and carried by the
following vote, with all members voting: Vote 5-0; Yeas (5)
– Adams, Altice, Hare, Nance, Grose; Nays (0) – None.
The Town Manager commented that the minutes of the
Finance Committee will be provided to Council after
approval by the Committee.
Accepted August 2012 financial
report as presented
Comments from Council – Mr. Nance commented on
the Drug Take-Back Program that was held on Saturday;
Council attended a service at Vinton Wesleyan to express
appreciation for their help with the Pool and they will
attend Lynn Haven Baptist this Sunday; the Fall Festival
is October 13th and the Vinton Breakfast Lions Club will
have their breakfast on that morning as well. He also
expressed thanks to the Roanoke County Board of
Supervisors for their affirmative vote to begin the
architectural and engineering study for the new library.
Mr. Adams commented that he attended the MPO
meeting this past week and with the change of our
8
demographics in the region we are now in a new MPO
and that there is $2 million in new highway funding that is
being presented to the MPO. Also, they are adding
Montgomery County to the MPO and reviewing a change
in the voting structure that will be presented at the
November meeting.
Vice Mayor Nance made a motion that Council go into
a Closed Meeting pursuant to Section 2.2-3711 (A) (1)
of the Code of Virginia, as amended, for discussion
regarding appointments to boards and commissions; the
motion was seconded by Mr. Hare and carried by the
following vote, with all members voting: Vote 5-0; Yeas
(5) – Adams, Altice, Hare, Nance, Grose; Nays (0) - None.
Council went into Closed Meeting at 8:44 p.m.
At 9:16 p.m., the regular meeting reconvened and the
Certification that the Closed Meeting was held in
accordance with State Code requirements was approved
on motion by Vice Mayor Nance, seconded by Mr. Hare
and carried by the following vote, with all members
voting: Vote 5-0; Yeas (5) – Adams, Altice, Hare, Nance,
Grose; Nays (0) - None.
The Mayor asked for nominations for board and
commission appointments. Vice Mayor Nance made a
motion to appoint Sabrina Weeks to fill an unexpired
Alternate position on the Board of Zoning Appeals for a
five-year term ending February 20, 2016 and to appoint
Arthur LaRoche, III, to fill an unexpired term on the
Roanoke Valley Greenway Commission for a three-year
term ending June 30, 2013; the motion was seconded by
Mr. Hare and carried by the following vote, with all
members voting: Vote 5-0; Yeas (5) – Adams, Altice, Hare,
Nance, Grose; Nays (0) – None. The meeting was
adjourned at 9:18 p.m.
Certified Closed Meeting
Appointed Sabrina Weeks to fill an
unexpired Alternate position on the
Board of Zoning Appeals for a five-
year term ending February 20,
2016; appointed Arthur LaRoche,
III, to fill an unexpired term on the
Roanoke Valley Greenway
Commission for a three-year term
ending June 30, 2013
APPROVED:
________________________________
Bradley E. Grose, Mayor
ATTEST:
___________________________________
Stephanie Dearing, Acting Town Clerk
Meeting Date
October 16, 2012
Department
Town Council
Issue
Board/Commission Appointments:
a. Reappointment of William Booth to the Planning Commission for a new four-year term
to expire 10/31/16.
b. Appointment of Sabrina Weeks to the Highway Safety Commission for a three-year term
to expire February 4, 2015.
Summary
Council needs to reappoint Mr. Booth to the Planning Commission and appoint Ms. Weeks to the
Highway Safety Commission.
Attachments
None
Recommendations
Motion to approve
Town Council
Agenda Summary
Meeting Date
October 16, 2012
Department
Police
Issue
Officer of the Month for September 2012 – Sergeant Todd Bailey
Summary
Sergeant Todd Bailey was selected as Officer of the Month for September. He will be
recognized at the meeting.
Attachments
Memo from Chief Cook
Recommendations
Read Memo
Town Council
Agenda Summary
Meeting Date
October 16, 2012
Department
Police
Issue
Update on National Prescription Drug Take-Back Initiative.
Summary
On September 29, 2012, the department participated in the Prescription Drug Take-Back
Program. As before, the Vinton drop-off point was set up in the Kroger parking lot with 126.8
pounds of prescription and other drugs being collected.
Attachments
Results of State Police Division 6 collection points (in pounds)
Photograph of the bagged drugs collected for disposal
Recommendations
No action required
Town Council
Agenda Summary
6 Bedford County Sheriff's Office Bedford 12.6
6 Bedford County Sheriff's Office Bedford 80.0
6 Bedford County Sheriff's Office Bedford 78.0
6 Blacksburg Police Department Blacksburg 97.2
6 Botetourt County Sheriff's Office Fincastle 255.6
6 Buena Vista Police Department Buena Vista 33.0
6 Christiansburg Police Department Christiansburg 160.0
6 Danville Police Department Danville 199.2
6 Franklin County Sheriff's Office Rocky Mount 104.6
6 Franklin County Sheriff's Office Rocky Mount 80.6
6 Franklin County Sheriff's Office Rocky Mount 11.0
6 Henry County Sheriff's Office Martinsville 196.2
6 Patrick County Sheriff's Office Stuart 14.6
6 Pittsylvania County Sheriff's Office Chatham 17.0
6 Pittsylvania County Sheriff's Office Chatham 55.6
6 Pittsylvania County Sheriff's Office Chatham 2.6
6 Radford City Police Department Radford 93.2
6 Roanoke City Police Department Roanoke 308.8
6 Roanoke County Police Department Roanoke 325.4
6 Roanoke County Police Department Roanoke 63.6
6 Roanoke County Sheriff's Office Salem 41.8
6 Rocky Mount Police Department Rocky Mount 10.0
6 Rocky Mount Police Department Rocky Mount 7.4
6 Rocky Mount Police Department Rocky Mount 46.2
6 Salem Police Department Salem 305.8
6 Vinton Police Department Vinton 126.8
6 Virginia State Police Richmond 61.0
VSP DIV. SIX AGENCIES TOTAL (LBS): 2,787.8
Meeting Date
October 16, 2012
Department
Finance
Issue
Conduct a Public Hearing and consider adoption of a Resolution authorizing the Town Manager
to execute the issuance of a General Obligation Bond of the Town of Vinton in a principal
amount not to exceed $500,000, providing for the form, details and payment thereof, and
authorizing certain related actions.
Summary
An application was submitted to the VML/VACo Finance Program for $500,000 as a bridge
finance mechanism for the Glade-Tinker Creek Wastewater Interceptor Replacement-Phase 2
Project. With major financing needs on the near horizon and this project importance, it was felt
it was necessary to secure this bridge loan until the Town was ready to Bond for major projects
at which time the principal balance of this loan will be included in the Bond issue. The
maximum borrowing period on this bridge loan is 18-months but can be paid off at any time. It
is a variable rate loan currently with rates at 1.5% to 1.75%. The financing was advertised in the
Vinton Messenger regarding a Public Hearing according to state code requirements on
September 27, 2012 and on October 4, 2012.
Attachments
Loan Agreement
Resolution
Recommendations
Conduct Public Hearing and motion to adopt Resolution
Town Council
Agenda Summary
LOAN AGREEMENT
by and between
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF STAFFORD
AND THE CITY OF STAUNTON, VIRGINIA
and
TOWN OF VINTON, VIRGINIA
Industrial Development Authority of the County of Stafford
and the City of Staunton, Virginia
Variable Rate Demand Revenue Bonds, Series 2008A-1
(VML/VACo Commercial Paper Program),
Dated as of the Loan Commencement Date
Certain rights of the Industrial Development Authority of the County of Stafford and the
City of Staunton, Virginia, hereunder have been assigned to U.S. Bank National Association,
solely in its capacity as trustee and not in its individual capacity (the “Trustee”) under an
Amended and Restated Trust Indenture dated as of June 26, 2008, between the Industrial
Development Authority of the County of Stafford and the City of Staunton, Virginia, and the
Trustee, and as subsequently supplemented June 1, 2012 and June 4, 2012.
i
TABLE OF CONTENTS
Page
Recitals ............................................................................................................................................ 1
ARTICLE I
DEFINITIONS
Section 1.1 General Definitions ..................................................................................................2
Section 1.2 Rules of Construction ..............................................................................................6
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER
Section 2.1 Representations and Warranties of Borrower ..........................................................7
Section 2.2 General Covenants of Borrower ..............................................................................9
ARTICLE III
LOAN TO BORROWER
Section 3.1 The Loan ................................................................................................................11
Section 3.2 Issuance of Bonds to Fund Loan ............................................................................11
Section 3.3 Procedure For Advances and Disbursements ........................................................12
Section 3.4 Conditions Precedent to Loan Closing ..................................................................12
Section 3.5 Conditions Precedent to Loan Advances ...............................................................13
Section 3.6 Limitation of Liability............................................................................................13
ARTICLE IV
PAYMENTS REQUIRED
Section 4.1 Loan Repayments...................................................................................................13
Section 4.2 Costs of Issuance....................................................................................................13
Section 4.3 Designated Revenues Required for Payment of Interest .......................................14
Section 4.4 Provision for Payment of Fixed Program Expenses ..............................................14
Section 4.5 Payment of Interest ................................................................................................14
Section 4.6 Payment of Principal ..............................................................................................14
Section 4.7 Deposit of Excess Proceeds and Other Principal Prepayments .............................15
Section 4.8 Additional Payments ..............................................................................................15
Section 4.9 Loan Prepayments ..................................................................................................15
Section 4.10 Letter of Credit Fee ................................................................................................17
Section 4.11 Extraordinary Program Expenses ..........................................................................17
Section 4.12 Loan Payments Required After Release Date ........................................................17
Section 4.13 Late Payments ........................................................................................................17
Section 4.14 Local Obligation; Application of Payments ..........................................................17
Section 4.15 Outstanding Loan Balance .....................................................................................17
Section 4.16 Pledged Bonds .......................................................................................................18
Section 4.17 Unconditional Obligations .....................................................................................18
ii
Section 4.18 Payment in Full ......................................................................................................18
Section 4.19 Loan Agreement to Survive Indenture and Bonds .................................................18
Section 4.20 Nature of Borrower's Obligations ..........................................................................18
ARTICLE V
ASSIGNMENT
Section 5.1 Assignment and Transfer by Issuer........................................................................19
Section 5.2 Assignment by Borrower .......................................................................................19
Section 5.3 Participation ...........................................................................................................19
ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES
Section 6.1 Events of Default ...................................................................................................20
Section 6.2 Notice of Default....................................................................................................21
Section 6.3 Remedies on Default ..............................................................................................21
Section 6.4 Rights of Trustee vis-à-vis the Bank ......................................................................21
Section 6.5 Right to Advance or Post Funds ............................................................................22
Section 6.6 Attorneys' Fees and Other Expenses ......................................................................22
Section 6.7 Application of Moneys ..........................................................................................23
Section 6.8 No Remedy Exclusive; Waiver; Notice .................................................................23
Section 6.9 Retention of Issuer Rights ......................................................................................23
ARTICLE VII
MISCELLANEOUS
Section 7.1 Notices ...................................................................................................................23
Section 7.2 Binding Effect ........................................................................................................24
Section 7.3 Severability ............................................................................................................24
Section 7.4 Amendments, Changes and Modifications; References to the Bank .....................24
Section 7.5 Execution in Counterparts......................................................................................25
Section 7.6 Applicable Law ......................................................................................................25
Section 7.7 Consents and Approvals ........................................................................................25
Section 7.8 No Recourse Against Members .............................................................................25
Section 7.9 Benefit of Loan Agreement, Compliance with Indenture ......................................25
Section 7.10 Amendment of Reimbursement Agreement ..........................................................25
Section 7.11 Consent to Appointment of Remarketing Agent ...................................................26
Section 7.12 Further Assurances.................................................................................................26
Section 7.13 Conflicts; No Oral Agreements .............................................................................26
iii
APPENDICES
Appendix A Description of the Loan
Appendix B Additional Covenants of the Borrower and Events of Default
Appendix C Form of Note
Appendix D Bank Conditions Precedent to Loan Closing
Appendix E Conditions to Loan Advances
Appendix F Form of Requisition
1
LOAN AGREEMENT
THIS LOAN AGREEMENT, effective as of the Loan Commencement Date set forth on
Appendix A attached hereto which is incorporated in its entirety and made a part hereof (this
“Agreement” or this “Loan Agreement”), is entered into by and between the INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE COUNTY OF STAFFORD AND THE CITY OF
STAUNTON, VIRGINIA, a political subdivision duly organized and existing under the
Constitution and laws of the Commonwealth of Virginia (the “Issuer”), and TOWN OF
VINTON, VIRGINIA, a political subdivision duly organized and existing under the Constitution
and laws of the Commonwealth of Virginia (the “Borrower”).
RECITALS
Pursuant to the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2 of
the Code of Virginia of 1950 (the “Act”), and in accordance with the Amended and Restated
Trust Indenture dated as of June 26, 2008 and as supplemented (the “Indenture”), between the
Issuer and U.S. Bank National Association, as Trustee (the “Trustee”), the Issuer has determined
to issue certain of its Variable Rate Demand Revenue Bonds, Series 2008A-1 (VML/VACo
Commercial Paper Program) (the “Bonds”) and has determined to make the proceeds derived
therefrom available to the Borrower to finance or refinance all or a portion of the costs described
in Appendix A, and to pay related costs and expenses. The Borrower has determined to obtain
such financing from the Issuer, subject to the terms and conditions of and for the purposes set
forth in this Loan Agreement.
Pursuant to the Amended and Restated Letter of Credit and Reimbursement Agreement
dated as of June 26, 2008 (the “Reimbursement Agreement”), between the Issuer and Bank of
America, N.A. (the “Bank”), the Bank has agreed to issue a letter of credit (the “Letter of
Credit”) to provide for the payment of interest on, and principal and purchase price of, the
Bonds.
The Bonds are limited obligations of the Issuer and are not a lien or charge upon the
funds or property of the Issuer, except to the extent of the herein mentioned pledge and
assignment. The principal of and premium, if any, and interest on the Bonds do not constitute a
debt or a pledge of the faith and credit of the Commonwealth of Virginia or any of its political
subdivisions (although the Borrower will be obligated to repay the Loan, as hereafter defined, in
accordance with the terms and conditions of this Loan Agreement).
Neither the Commonwealth of Virginia nor any political subdivision thereof, including
the Issuer, will be obligated to pay the principal of or premium, if any, or interest on the Bonds
or other costs incident thereto except from the Designated Revenues (as defined in the Indenture)
received by the Issuer. Neither the faith and credit nor the taxing power of the Commonwealth
of Virginia or any political subdivision thereof is pledged to the payment of the principal of or
premium, if any, or interest on the Bonds. Notwithstanding anything in this Agreement or
elsewhere to the contrary, the Trustee’s liabilities and obligations herein are strictly limited to the
available amount of the Trust Estate.
2
For and in consideration of the premises and of the mutual covenants hereinafter
contained, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 General Definitions. All capitalized terms used herein and not otherwise
herein defined shall have the meanings ascribed to them in the Indenture and/or the
Reimbursement Agreement. The following additional terms have the meanings indicated below
for all purposes of this Loan Agreement unless the context clearly requires otherwise.
Additional terms are defined in the preambles or in the Appendices to this Loan Agreement and
have the meanings set forth therein.
“Annual Letter of Credit Fee” means with respect to the Bonds allocable to the Loan the
annual non-refundable Letter of Credit fee of the Bank in the amount set forth in Appendix A.
“Authorized Officer” means, when used with reference to any act or document (a) in the
case of the Issuer, the Chairman, the Vice-Chairman, the Secretary-Treasurer or any other person
authorized pursuant to a resolution of the Issuer to perform such act or execute such document;
(b) in the case of the Borrower, any person authorized by resolution, ordinance or other official
act of the governing body of the Borrower to perform such act or execute such document; and
(c) in the case of the Trustee, the Program Administrator, the Remarketing Agent or the Bank,
any person authorized to perform such act or execute such document.
“Bank” means Bank of America, N.A. and any bank or banks that issue a Substitute
Letter of Credit under the Indenture.
“Bank Rate” shall have the meaning given such term in the Reimbursement Agreement.
“Bond Counsel” means Estes & Associates, LLC, as bond counsel for the Program, or
any other attorney or firm of attorneys of nationally recognized standing in the field of municipal
finance law who subsequently serves as bond counsel for the Program.
“Borrower” means the party to this Loan Agreement identified as such in Appendix A and
its successors and assigns.
“Borrowers” means, collectively, all borrowers who participate in the Program from time
to time.
“Borrower’s Principal Reserve” or “Borrower’s Principal Account” means the reserve
account, if any, required to be maintained by the Borrower with the Trustee pursuant to
Section 4.6 hereof to provide for principal payments on the Loan.
3
“Commitment” means the maximum portion of the Stated Amount of the Letter of Credit
that has been approved by the Bank to secure Bonds allocable to the Loan, as indicated on
Appendix A attached hereto and made a part hereof.
“Commitment Expiration Date” means the expiration date of the Commitment, as
specified in Appendix A, as the same may be extended if so agreed by the Bank in writing in its
sole discretion.
“Costs” means all costs (including, but not limited to, Costs of Issuance and certain other
costs associated with the making of the Loan) and allowances which the Issuer or the Borrower
may properly pay or accrue in connection with the Financing and which constitute costs or
expenses for which the Issuer may expend Bond proceeds under the Act.
“Costs of Issuance” means all items of expense directly or indirectly payable by or
reimbursable to the Issuer or the Borrower related to the authorization, issuance, sale and
delivery of the Bonds and reasonably determined by the Program Administrator and Bond
Counsel to be allocable to the Loan, in the amounts specified by the respective parties entitled to
payment at the time of closing of the Loan in the amounts specified in Appendix A.
“Default” means any event or condition the occurrence of which, with the lapse of time
or the giving of notice or both, would become an Event of Default.
“Event of Default” means any occurrence or event specified in Section 6.1 of this Loan
Agreement.
“Extraordinary Program Expenses” means any Program Expenses (including, without
limitation, reasonable attorneys’ fees and expenses) reasonably determined by an Authorized
Officer of the Issuer, the Trustee, the Program Administrator, the Remarketing Agent, Bond
Counsel or the Bank to be allocable to the Loan that do not constitute Fixed Program Expenses,
such as amounts payable in connection with arbitrage or rebate calculations, costs payable in
connection with the realization of funds under the transfer of or the amendment of the Letter of
Credit, any interest payable to the Bank at the Bank Rate or the Reimbursement Rate, Bond
Counsel fees for opinions or approvals requested by the Borrower, the Trustee, the Program
Administrator, the Remarketing Agent or the Bank subsequent to the making of the Loan,
transaction fees payable to the Bank under the Reimbursement Agreement that are not
predetermined or recurring on a regular basis, any fees, costs and expenses incurred by the
Issuer, the Trustee or the Bank (including but not limited to attorney’s fees) to compel full and
punctual performance of the provisions of the Letter of Credit, this Loan Agreement or the
Security Instruments in accordance with the terms thereof or the taking of any reasonable actions
following an Event of Default hereunder; provided, however, that under no circumstances shall
the Borrower be charged with, or be liable for, any expenses (e.g., interest payable at a default
rate) arising solely from the default of another Borrower under the Program.
“Financing” means the financing described on Appendix A, all or a portion of the Costs
of which is provided by the Issuer pursuant to the Indenture and this Loan Agreement.
4
“First Year Issuance Fee” means the fee payable by the Borrower to be used by the
Issuer to reimburse itself for, or to pay, certain initial Costs of Issuance or other one-time
Program costs. The First Year Issuance Fee is payable by the Borrower on a monthly basis in an
annualized amount equal to 0.15% of the outstanding principal balance of the Loan (or such
lesser amount as may be approved by the Issuer), and will automatically terminate upon the
cumulative payment of 0.15% of the Maximum Loan Amount.
“Fiscal Year” means the twelve month period commencing on July 1 and ending on
June 30.
“Fixed Program Expenses” means ongoing fixed expenses of the Program related to the
Bonds and reasonably determined by the Trustee and approved by the Program Administrator
and Bond Counsel to be allocable to the Loan, including the annual fee of the Remarketing
Agent, the annual Trustee’s fee, the First Year Issuance Fee, the Annual Letter of Credit Fee,
initially as described in Appendix A, as such fee may be revised from time to time pursuant to the
Reimbursement Agreement, any annual rating agency fee, predetermined transaction fees
payable under the Reimbursement Agreement, and any other ongoing predetermined Program
Expenses that the Program Administrator and Bond Counsel determine should be included in the
borrowing rate applicable to the Loan and paid by the Borrower for deposit in the Borrower’s
Program Expense Account.
“Flexible Mode Interest Reserve Amount” means the amount, if any, required to be
deposited by the Issuer in the Interest Reserve Account of the Series A Bond Fund under the
Indenture if the Interest Rate on the Bonds is set at the Flexible Rate with a Flexible Rate Term
in excess of 31 days.
“Letter of Credit” means the irrevocable letter of credit issued by the Bank upon the
issuance and delivery of the Bonds, as supplemented and amended from time to time.
“Loan” means the financing made available by the Issuer to the Borrower from proceeds
of the Bonds to pay the Costs pursuant to this Loan Agreement, including the Note evidencing
the Loan.
“Loan Agreement” means this Loan Agreement, including the Appendices attached
hereto, as it may be supplemented or amended from time to time in accordance with the terms
hereof and of the Indenture.
“Loan Commencement Date” means the date of commencement of the term of this Loan
Agreement, as specified in Appendix A.
“Loan Documents” means this Loan Agreement, the Note, any Tax Agreement, any
Security Instruments, any guaranty and all other documents, instruments and agreements made
for the purpose of evidencing, securing, guarantying or otherwise setting forth the terms and
conditions of the Loan, as the same may be amended and supplemented from time to time.
5
“Loan Maturity Date” means the earliest of (a) the date of the last payment set forth on
the Periodic Principal Payment Schedule set forth in Appendix A, (b) the Commitment Expiration
Date, or (c) the date of acceleration of the Loan after the occurrence of an Event of Default.
“Loan Repayments” means the amounts payable by the Borrower with respect to
principal, interest, and Fixed Program Expenses pursuant to Article IV hereof.
“Loan Term” means the term of the Loan beginning on the Loan Commencement Date
and ending on the Loan Maturity Date.
“Local Obligation” or “Note” means the Borrower’s $2,400,000.00 General Obligation
Revenue Anticipation Note, Series 2012, executed and delivered by the Borrower to the Issuer to
evidence the Loan, in the form attached hereto as Appendix C.
“Maximum Loan Amount” means the maximum principal amount of the Loan set forth on
Appendix A.
“Mandatory Prepayment” means any mandatory prepayment of the Loan, as provided in
the attached Appendices and/or in the Security Instruments.
“Membership Fee” means the fee paid to the Issuer upon the Borrower’s initial
participation in the Program (not applicable to subsequent financings to a Borrower under the
Program), which is equal to $5,000.
“Outstanding Principal Balance of the Loan” means the outstanding principal balance of
the Bonds allocable to the Loan, regardless of any payments made by the Borrower to the
Trustee for application to the redemption of the Bonds (or to reimbursement of the Bank for any
Principal Drawing in connection therewith) or for deposit in the Borrower’s Principal Account, if
any, until such time as such redemption is effected, as provided in Section 4.9 hereof.
“Periodic Principal Redemptions” has the meaning set forth in Section 4.6 hereof.
“Pledged Bonds” means Bonds purchased with the proceeds of a Liquidity Drawing (as
defined in the Reimbursement Agreement) under the Letter of Credit and pledged to the Bank as
security for the Reimbursement Obligations arising therefrom.
“Program” means the Issuer’s variable rate loan program for the issuance of the Bonds
and lending of the proceeds thereof to Borrowers to finance a governmental undertaking
approved by the governing body of a Borrower for a public purpose, including the refinancing of
any indebtedness.
“Program Administration Agreement” means the agreement of even date herewith
between the Borrower and the Program Administrator, as may be amended, restated or
substituted from time to time.
6
“Program Administrator” means Virginia Local Government Finance Corporation, a
Virginia nonstock, nonprofit corporation, acting through its contractual representative, Local
Finance Solutions, Inc., a Virginia corporation (together with any replacement or successor
representative), and its successors and assigns.
“Program Expenses” means, collectively, Fixed Program Expenses and Extraordinary
Program Expenses.
“Project Account” or “Borrower’s Project Account” means the Project Account
established by the Trustee under the Indenture for deposit of the net proceeds of the Bonds
disbursed in connection with the Loan and the Financing.
“Public Finance Act” means the Public Finance Act of 1991, Chapter 26, Title 15.2 of the
Code of Virginia of 1950, as amended.
“Purchase Drawing” shall have the meaning given such term in the Reimbursement
Agreement.
“Reimbursement Rate” shall have the meaning given such term in the Reimbursement
Agreement.
“Release Date” means any date on which the Issuer and the Trustee shall be required to
release all of their right, title and interest in this Loan Agreement pursuant to the Indenture upon
repayment in full of all Bonds allocable to the Loan from the proceeds of a Drawing or Drawings
under the Letter of Credit.
“Satisfaction Date” means the date of satisfaction in full of all obligations of the
Borrower and all other obligors under the Loan Documents.
“Security Instruments” means any collateral security instruments identified in Appendix A
attached hereto delivered to the Trustee in connection with this Loan Agreement.
“Tax Agreement” means any tax regulatory agreement or certificate delivered by the
Borrower to Bond Counsel as of the Loan Commencement Date.
Section 1.2 Rules of Construction. Unless the context clearly indicates to the
contrary, for all purposes of this Loan Agreement (a) words importing the singular number
include the plural number and words importing the plural number include the singular number;
(b) words of the masculine gender include correlative words of the feminine and neuter genders;
(c) words importing persons include any individual, corporation, partnership, joint venture,
limited liability company, association, joint stock company, trust, unincorporated organization or
government or agency or political subdivision thereof; (d) any reference to a particular Article or
Section shall be to such Article or Section of this Loan Agreement; and (e) any reference to a
particular Appendix shall be to such Appendix to this Loan Agreement and to all sub-
Appendices related thereto (e.g., references to Appendix A shall include Appendix A-1, Appendix
A-2, etc.). Unless expressly provided to the contrary, the right of any person hereunder to give
7
any consent or approval shall not be unreasonably conditioned, withheld or delayed. The
headings and the Table of Contents set forth in this Loan Agreement are solely for convenience
of reference and shall not constitute a part of this Loan Agreement or affect its meaning,
construction or effect.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER
Section 2.1 Representations and Warranties of Borrower. Except to the extent
otherwise provided in Appendix A or Appendix B, the Borrower represents and warrants for the
benefit of the Issuer, the Trustee, the holders of the Bonds and the Bank, to the best of its
knowledge, and covenants, as follows:
(a) Organization and Authority. The Borrower:
(1) is duly organized and validly existing political subdivision of the
Commonwealth of Virginia; and
(2) has all requisite power and authority to own and operate its
properties and to carry on its activities as now conducted and as presently proposed to be
conducted.
(b) Full Disclosure. There is no fact known to the Borrower which has not
been specifically disclosed in writing to the Issuer and the Bank that materially and adversely
affects or, except for pending or proposed legislation or regulations that are a matter of general,
public information affecting Virginia localities or other political subdivisions generally, that will
materially affect adversely the properties, activities, prospects or condition (financial or
otherwise) of the Borrower or the ability of the Borrower to perform its obligations under this
Loan Agreement and the other Loan Documents. The financial statements, including balance
sheets, and any other written statement furnished by the Borrower to the Issuer and the Bank do
not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements contained therein or herein not misleading. There is no fact known to the
Borrower which has not been disclosed to the Issuer and the Bank in writing which materially
affects adversely or is likely to materially affect adversely the financial condition of the
Borrower, or its ability to make the payments under this Loan Agreement and the other Loan
Documents when and as the same become due and payable.
(c) Pending Litigation. There are no proceedings pending or threatened
against or affecting the Borrower, except as specifically described in writing to the Issuer and the
Bank, in any court or before any governmental authority or arbitration board or tribunal that, if
adversely determined, would materially and adversely affect the properties, prospects or
condition (financial or otherwise) of the Borrower, or the existence or powers or ability of the
Borrower to enter into and perform its obligations under this Loan Agreement and the other Loan
Documents.
8
(d) Financing Legal and Authorized. This Loan Agreement and the other
Loan Documents have been duly authorized, executed and delivered, or approved, by the
Borrower, and constitute the legal and validly binding obligations of the Borrower enforceable
against the Borrower in accordance with their terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights
generally. The execution and delivery of this Loan Agreement and the other Loan Documents,
the undertaking and completion of the Financing, and the consummation of the transactions
provided for in this Loan Agreement and compliance by the Borrower with the provisions of this
Loan Agreement do not and will not (i) conflict with or result in any material breach of any of
the terms, conditions or provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the Borrower
pursuant to any indenture, loan agreement or other agreement or instrument (other than any Loan
Document) or restriction to which the Borrower is a party or by which the Borrower, its
properties or operations are bound as of the date of this Loan Agreement or (ii) with the giving of
notice or the passage of time or both, constitute a breach or default or so result in the creation or
imposition of any lien, charge or encumbrance, which breach, default, lien, charge or
encumbrance (described in (i) or (ii)) could materially and adversely affect the validity or the
enforceability of any Loan Document or the Borrower’s ability to perform fully its obligations
under any Loan Document nor does such action result in any violation of the provisions of any
laws, ordinances, governmental rules or regulations or court orders to which the Borrower, its
properties or operations may be bound.
(e) No Defaults. No event has occurred and no condition exists that
constitutes an Event of Default, or which, upon the execution and delivery of this Loan
Agreement and/or the passage of time or giving of notice or both, would constitute an Event of
Default. The Borrower is not in violation in any material respect, and has not received notice of
any claimed violation (except such violations as (i) heretofore have been specifically disclosed in
writing to, and have been in writing specifically consented to by, the Issuer and the Bank and
(ii) do not, and shall not, have any material adverse effect on the transactions herein
contemplated and the compliance by the Borrower with the terms hereof) of any terms of any
agreement or other instrument to which it is a party or by which it, its properties or operations
may be bound which may materially adversely affect the ability of the Borrower to perform
hereunder or under any other Loan Document.
(f) Governmental Consent. The Borrower has obtained, or will obtain, all
permits, approvals and findings required as of the date hereof by any governmental body or
officer to consummate the Financing and the Loan and the proper application of the proceeds
thereof; the Borrower has complied with or will comply with all applicable provisions of law
requiring any notification, declaration, filing or registration with any agency or other
governmental body or officer in connection with the Financing; and any action, financing,
refinancing or reimbursement contemplated in this Loan Agreement is consistent with, and does
not violate or conflict with, the terms of any such agency or other governmental consent, order or
other action which is applicable thereto. No further consent, approval or authorization of, or
filing, registration or qualification with, any governmental authority is required on the part of the
Borrower as a condition to the execution and delivery of this Loan Agreement and the other
Loan Documents, or to amounts becoming outstanding hereunder or thereunder.
9
(g) Compliance with Law. The Borrower is not in violation of any laws,
ordinances, governmental rules or regulations material to its properties, operations, finances or
status as a political subdivision of the Commonwealth of Virginia, the violation of which would
have a material adverse effect on the transactions herein contemplated.
(h) Use of Proceeds. The Borrower agrees to (1) apply for a disbursement of
Loan funds by submitting a requisition in accordance with the provisions of Article III below; (2)
apply the proceeds of the Loan from the Issuer solely for the financing or refinancing of the
Costs of the Financing as described in Appendix A and in accordance with the requirements of
the Tax Agreement; (3) make no use of the proceeds of the Loan which would cause the Bonds
to be “Arbitrage Bonds” within the meaning of Section 148 of the Code; and (4) neither take any
action nor fail to take any action or, to the extent that the Borrower may do so, permit any other
party to take any action which, if either taken or not taken, would adversely affect the exclusion
from gross income for Federal income tax purposes of interest on the Bonds.
(i) The Borrower acknowledges that regulations of the Comptroller of the
Currency grant the Borrower the right to receive brokerage confirmations of the Borrower’s
security transactions as they occur. The Borrower specifically waives such notification to the
extent permitted by law and the Borrower expects that it will receive periodic cash transaction
statements that will detail all investment transactions.
(j) The Financing is permitted to be undertaken with the proceeds of the
Bonds and the Loan pursuant to the Act.
Section 2.2 General Covenants of Borrower. The Borrower agrees to comply with the
specific covenants, if any, set forth in Appendix A and Appendix B attached hereto, and in
addition (unless otherwise provided in Appendix A or Appendix B attached hereto) agrees:
(a) Loan Proceeds. The Borrower shall use the proceeds of the Loan solely to
pay for or to reimburse itself for the payment of Costs.
(b) Repayment. The full faith and credit of the Borrower is irrevocably
pledged for the payment of the principal of and premium, if any, and interest on the Note and all
other payment obligations under this Loan Agreement. Unless other funds are lawfully available
and appropriated for timely payment of the Note and all other payment obligations under this
Loan Agreement, the Board of Supervisors (the Board) of the Borrower shall levy and collect an
annual ad valorem tax, over and above all other taxes authorized or limited by law and without
limitation as to rate or amount, on all locally taxable property in the Borrower sufficient to pay
when due the principal of and premium, if any, and interest on this Note and all other payment
obligations under this Loan Agreement.
(c) Delivery of Information to the Issuer and the Bank. The Borrower shall
deliver to the Issuer and the Bank (either directly or via the Program Administrator) as soon as
available and in any event within 270 days after the end of each Fiscal Year an audited statement
of its financial position as of the end of such Fiscal Year, reflecting the Borrower’s financial
10
position as of the end of such Fiscal Year and the results of the Borrower’s operations and
changes in the financial position of its funds for such Fiscal Year, all reported by a firm of
independent certified public accountants, or by another accountant or firm of accountants
reasonably acceptable to the Bank, whose report shall state that such financial statements present
fairly the Borrower’s financial position as of the end of such Fiscal Year and the results of
operations and changes in financial position for such Fiscal Year.
(d) Information. The Borrower’s chief financial officer shall, at the
reasonable request of the Bank, discuss Borrower’s financial matters with the Bank or its
designee and provide the Bank with copies of any documents reasonably requested by the Bank
or its designee unless such documents or material are protected or privileged from disclosure
under applicable laws of the Commonwealth of Virginia.
(e) Further Assurance. The Borrower shall execute and deliver to the Trustee
all such documents and instruments and do all such other acts and things, as may be reasonably
necessary to enable the Trustee to exercise and enforce the rights of the Issuer under this Loan
Agreement and to realize thereon, and record and file and re-record and re-file all such
documents and instruments, at such time or times, in such manner and at such place or places, all
as may be reasonably necessary or required by the Trustee to validate, preserve and protect the
position of the Trustee under this Loan Agreement.
(f) Keeping of Records and Books of Account. The Borrower shall maintain
proper books of record and account in which proper entries shall be made in accordance with
generally accepted government accounting standards, consistently applied, of all its business and
affairs, including those related to the Financing.
(g) Payment of Taxes, Etc. The Borrower shall pay, to the extent applicable,
all legally contracted obligations when due and shall pay all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or upon any
properties belonging to it, prior to the date on which penalties attach thereto, and all lawful
claims, which, if unpaid, might become a lien or charge upon any of its properties subject to this
Loan Agreement, provided that it shall not be required to pay any such tax, assessment, charge,
levy or claim, which is being contested in good faith and by appropriate proceedings, which shall
operate to stay the enforcement thereof.
(h) Compliance with Laws, Etc. The Borrower shall comply with the
requirements of all applicable laws, the terms of all grants, rules, regulations and lawful orders of
any governmental authority, non-compliance with which would, singularly or in the aggregate,
affect its business, properties, earnings, prospects or credit in a manner that materially adversely
effects its ability to comply with its obligations under this Loan Agreement, unless the same shall
be contested by it in good faith and by appropriate proceedings which shall operate to stay the
enforcement thereof.
(i) Tax-Exempt Status of the Bonds. The Issuer and the Borrower understand
that it is the intention hereof that the interest on the Bonds allocable to the Loan not be included
within the gross income of the holders thereof for federal income tax purposes. In furtherance
11
thereof, each of the Borrower and the Issuer agrees that it will take all lawful action within its
control which is necessary in order for the interest on the Bonds allocable to the Loan to remain
excluded from gross income for federal income taxation purposes and shall refrain from taking
any action which results in such interest becoming included in gross income.
Each of the Borrower and the Issuer further covenants that, to the extent it has control
over the proceeds of the Bonds allocable to the Loan, it will not take any action or fail to take
any lawful act with respect to the investment of the proceeds of any such Bonds, with respect to
the payments derived from such Bonds or hereunder or with respect to the issuance of other
Issuer obligations which action or failure to act may cause the Bonds to be “Arbitrage Bonds”
within the meaning of such term as used in Section 148 of the Code and the regulations
promulgated thereunder. In furtherance of the covenant contained in the preceding sentence, the
Borrower and the Issuer agree to comply with the Tax Certificate as to Arbitrage (including any
attachments) and the provisions of Section 141 through 150 of the Code, as applicable.
(j) Information Reports. The Borrower covenants to provide the Issuer with
all material and information it possesses or has the lawful ability to possess necessary to enable
the Issuer to file all reports required under Section 149(e) of the Code to assure that interest paid
by the Issuer on the Bonds allocable to the Loan shall, for purposes of the federal income tax, be
excluded from gross income.
(k) Limited Obligations. It is the intent of each of the parties hereto and each
does hereby covenant and agree that the liability of the Borrower hereunder is a several liability
of the Borrower for its Loan only, and the Borrower shall have no joint liability with any other
borrower or the Issuer with respect to any other loans made by the Issuer to other borrowers.
(1) No Advances to Bank. The Borrower shall not make advances to the
Bank for the purpose of supplying moneys to purchase Bonds for the Borrower’s own account or
to pay the principal of Bonds on its behalf, in lieu of moneys supplied by the Bank.
(m) Additional Covenants. The Borrower shall comply with the provisions of
Appendix A and Appendix B.
ARTICLE III
LOAN TO BORROWER
Section 3.1 The Loan. The Issuer hereby agrees to make available to the Borrower,
and the Borrower agrees to accept from the Issuer, the Loan in the Maximum Loan Amount (or
such portion thereof that is advanced hereunder), subject to the further provisions of this Loan
Agreement. To evidence its obligation to repay the Loan, the Borrower has issued, executed and
delivered the Note.
Section 3.2 Issuance of Bonds to Fund Loan. The Loan will be made from proceeds
of the Bonds issued under the Program.
12
Section 3.3 Procedure For Advances and Disbursements. The proceeds of the Bonds
used to make advances on the Loan to the Borrower shall be automatically disbursed and
deposited into the Project Account and the Cost of Issuance Account maintained by the Trustee
under the Indenture for the benefit of the Borrower pursuant to and in accordance with the
monthly draw schedule agreed to by the Borrower and the Bank as of the Loan Commencement
Date, as the same may be amended from time to time upon reasonable prior notice to the Bank,
on the Interest Payment Date indicated in such draw schedule (or such other date as may be
approved by the Bank and the Remarketing Agent), at which time such amount shall
automatically increase the principal amount of the Loan outstanding hereunder. Once such
amounts are on deposit in the Borrower's Project Account and Cost of Issuance Account, the
Trustee shall fund all disbursements of the Loan from amounts on deposit in the Borrower's
Project Account and Cost of Issuance Account in order to pay the Costs, as follows:
(a) Requisition. To request a disbursement of Loan proceeds from the
Borrower's Project Account and Cost of Issuance Account, the Borrower must deliver to the
Trustee a completed requisition in the form attached hereto as Appendix F that has been executed
by the Borrower, together with such attachments or other information as may be required
pursuant to the terms of the requisition. Each requisition, and the Borrower's acceptance of any
disbursement, shall be deemed to ratify and confirm that no Default or Event of Default has
occurred and that all representations and warranties in this Loan Agreement remain true and
correct as of the date of the requisition and the disbursement, respectively.
(b) Funding From Amounts on Deposit in Project Account. The Trustee shall
promptly disburse the requested amounts from the Borrower's Project Account and Cost of
Issuance Account after the receipt of an appropriately completed requisition from the Borrower
(provided that sufficient funds are on deposit in the Borrower's Project Account and Cost of
Issuance Account therefor).
(c) Limitations on Advances. In no event shall any amounts be advanced to
the Borrower's Project Account and Cost of Issuance Account (i) after the Commitment
Expiration Date, (ii) in excess of the principal portion of the Commitment in effect at any time,
or (iii) in excess of the Maximum Loan Amount. The Borrower further acknowledges and
agrees that the Bank is under no obligation to increase the amount of the Commitment or to
extend the Commitment Expiration Date as each is set forth in Appendix A.
Unless otherwise provided in a resolution of the Issuer pursuant to which such Bonds are
issued, the Borrower shall have no legal or equitable interest in the proceeds of the Bonds or in
any amounts from time to time on deposit in the funds and accounts created by the Indenture
except to require their application in accordance with the Indenture. The proceeds of the Loan
shall be used strictly to finance the Costs in accordance with this Loan Agreement and the Tax
Agreement.
Section 3.4 Conditions Precedent to Loan Closing. Prior to the Loan Commencement
Date, the Borrower shall cause to be delivered to the Issuer, the Trustee, Bond Counsel, the Bank
and the Bank’s Counsel each of the following items:
13
(a) Executed Loan Documents. An executed counterpart of this Loan
Agreement duly executed by the Borrower and the Issuer, the executed Note, together with an
assignment thereof to the Trustee, and an y executed Security Instruments, if applicable.
(b) RESERVED.
(c) Certificate of Borrower’s Counsel. A certificate of counsel to the
Borrower in a form satisfactory to Bond Counsel, the Issuer and the Bank.
(d) Tax Agreement. The Tax Agreement signed by an Authorized Officer of
the Borrower, in form and substance satisfactory to Bond Counsel, with respect to the use of the
proceeds of the Loan in connection with the Financing.
(e) Opinion of Bond Counsel. An Opinion of Bond Counsel on behalf of the
Borrower in form satisfactory to the Issuer, the Bank and the Trustee.
(f) Issuer Resolution. A resolution of the Issuer approving the issuance of
Bonds and the execution and delivery by the Issuer of this Loan Agreement.
(g) Letter of Credit. Confirmation from the Bank that all of the Bank’s
conditions precedent set forth in its commitment letter, if any, this Loan Agreement and
Appendix D, have been satisfied, such that the Bank can deliver evidence that the Letter of Credit
has been issued or increased in the amount of the Commitment (or necessary portion thereof) to
secure the portion of the Bonds to be issued in connection with the Financing.
Section 3.5 Conditions Precedent to Loan Advances. Prior to any Loan advances, all
conditions precedent set forth as Appendix E shall have been satisfied.
Section 3.6 Limitation of Liability. In no event shall the Issuer, the Trustee, the
Program Administrator, the Underwriter, the Remarketing Agent, Bond Counsel or the Bank or
their respective agents be liable for any incidental, indirect, special or consequential damages in
connection with or arising out of the Financing.
ARTICLE IV
PAYMENTS REQUIRED
Section 4.1 Loan Repayments. The Borrower shall pay the outstanding principal
amount of the Loan and all interest thereon and all Costs of Issuance and Program Expenses
allocable thereto, as provided in this Article IV.
Section 4.2 Costs of Issuance. Costs of Issuance shall be paid to the Trustee from the
proceeds of the Loan on the Loan Commencement Date in the amount specified by the
respective parties entitled to payment at the time of closing of the Loan in the amounts specified
in Appendix A.
14
Section 4.3 Designated Revenues Required for Payment of Interest. Pursuant to the
Indenture: (a) all of the Bonds that are allocable to the Loan shall initially bear interest at the
Flexible Rate until the date, if any, upon which the Interest Rate determination method is
changed as described in the Indenture, (b) while the Bonds bear interest at the Flexible Rate,
interest shall be payable in arrears at the end of each applicable Flexible Rate Period, and (c) all
interest on the Bonds shall be paid from the proceeds of an Interest Drawing under the Letter of
Credit. Pursuant to the Reimbursement Agreement, the Issuer is required to reimburse the Bank
immediately for all of such Interest Drawings from Designated Revenues. It is the obligation of
the Borrower to provide sufficient Designated Revenues in such amounts and at such times as
necessary to enable the Issuer to reimburse the Bank for all Interest Drawings made to pay
interest on the Bonds that are allocable to the Loan.
Section 4.4 Provision for Payment of Fixed Program Expenses. In addition to the
monthly interest expense on the Bonds allocable to the Loan, Fixed Program Expenses shall be
added to the interest expense on such Loan and the Borrower shall deposit or cause to be
deposited in the Program Expense Account established under the Indenture such amounts as are
needed to pay Fixed Program Expenses for disbursement upon direction of the Program
Administrator.
Section 4.5 Payment of Interest. The Borrower shall provide Designated Revenues to
satisfy the foregoing requirements with respect to interest in such amounts and at such times as
necessary to enable the Issuer to reimburse the Bank for all Interest Drawings that are allocable
to the Loan. The Borrower shall pay such amounts one Business Day prior to each Interest
Payment Date.
Section 4.6 Payment of Principal. Appendix A to this Loan Agreement provides that a
portion of the Bonds allocable to the Loan shall be payable through periodic redemptions in
accordance with a schedule set forth therein, if any (the Periodic Principal Redemptions) and the
Indenture provides that the redemption price payable at the time of each Periodic Principal
Redemption on such Bonds shall be paid from the proceeds of a Principal Drawing under the
Letter of Credit. Pursuant to the Reimbursement Agreement, the Issuer is required to reimburse
the Bank immediately for all of such Principal Drawings from Designated Revenues. It is the
obligation of the Borrower to provide sufficient Designated Revenues in such amounts and at
such times as necessary to enable the Issuer to reimburse the Bank for all Principal Drawings
made to pay the redemption price of all Periodic Principal Redemptions on the portion of the
Bonds that are allocable to the Loan. Such Designated Revenues shall be provided by the
establishment of a principal reserve by the Borrower with the Trustee to provide for
reimbursement of such Principal Drawings, as set forth below.
(a) Principal Reserve Required. On the Loan Commencement Date, the
Borrower hereby establishes and agrees to maintain a Principal Account (Borrower’s Principal
Account) to be held by the Trustee under the Indenture in anticipation of Principal Drawings
under the Letter of Credit to pay the redemption price of the Periodic Principal Redemptions on
the Bonds allocable to the Loan.
(b) Principal Deposits. One Business Day prior to each of the dates specified
in Appendix A, the Borrower shall deposit or cause to be deposited in the Borrower’s Principal
15
Account the amount of the principal payment on the Loan specified in Appendix A. Immediately
after each Principal Drawing to pay the redemption price of a Periodic Principal Redemption
under the Bonds allocable to the Loan, the Trustee shall withdraw funds from the Borrower’s
Principal Account in an amount equal to the amount of such Principal Drawing allocable to the
Loan in order to reimburse Bank for principal paid in connection with such Principal Drawing.
(c) Loan Maturity Date. On the Loan Maturity Date, the entire outstanding
principal balance of the Loan, all accrued and unpaid interest thereon, and all unpaid Fixed
Program Expenses and Extraordinary Program Expenses allocable thereto shall be paid in full
(subject to the terms and conditions set forth in Section 4.12, as applicable).
Section 4.7 Deposit of Excess Proceeds and Other Principal Prepayments. Any excess
Loan proceeds remaining in the Borrower’s Project Account after the completion of the
Financing (as certified by the Borrower) shall be delivered to the Trustee with instructions to the
Trustee to apply such amounts to the optional redemption of the Bonds allocable to the Loan on
the earliest practicable redemption date, such funds to be held in escrow pending the applicable
redemption and, immediately following such redemption, to be delivered to the Bank to
reimburse the Bank for the Principal Drawing to effect such redemption. If such amounts are
deposited by the Trustee in the Borrower’s Principal Account, they shall be segregated from
other amounts in the Borrower’s Principal Account required to be applied to Periodic Principal
Redemptions and shall be credited toward the Borrower’s required scheduled principal Loan
payments in the inverse order of their maturity unless otherwise specified in Appendix A.
Section 4.8 Additional Payments. In addition to the principal and interest and Fixed
Program Expense amounts set forth above: (a) if on any date on which the principal of the
portion of the Bonds allocable to the Loan becomes due (other than principal due (i) by virtue of
the optional tender of Bonds that are not remarketed, or (ii) by virtue of any mandatory tender on
each Interest Payment Date of Bonds bearing interest at the Flexible Rate or any mandatory
tender pursuant to Section 3.07(a)(iv) of the Indenture) the amount on deposit in the Borrower’s
Principal Account or otherwise available through the Bond Fund maintained under the Indenture
for the Bonds is not sufficient to pay such principal, the Borrower shall pay to the Trustee
immediately an amount equal to the portion of such deficiency allocable to the Loan and until so
paid such deficiency shall bear interest thereon at the Reimbursement Rate; (b) in the event that
the Borrower fails to pay any monthly principal deposit on the Loan referenced in Section 4.6(b)
above within 10 days after the date due, such delinquent deposit shall bear interest at the
Reimbursement Rate until paid in full; (c) in the event the Bank is not reimbursed immediately
for a Purchase Drawing, the Borrower shall pay interest on the unreimbursed amount at the Bank
Rate and the amount drawn shall be repaid by the Borrower in accordance with the provisions of
Section 2.8.3 of the Reimbursement Agreement; and (d) in the event that at any other time the
Bank is not reimbursed immediately for any Drawing under the Letter of Credit that is allocable
to the Loan, the Borrower shall pay all resulting additional interest at the Reimbursement Rate,
and all late charges (if any) payable to the Bank under the Reimbursement Agreement.
Section 4.9 Loan Prepayments. To the extent permitted in Section 4.9(a) or Section
4.9(b) below, the Borrower may prepay the Loan Repayments, in whole or in part in such
amounts and upon such notice as permitted and specified below, and upon payment by the
16
Borrower to the Trustee or the Bank, as appropriate, of the applicable prepayment price set forth
below. Except as otherwise required or permitted by the Bank, such prepayments shall be
applied first to accrued interest on the portion of the Loan to be prepaid and then to principal
payments on the Loan in the inverse chronological order of their due dates unless otherwise
specified in Appendix A.
(a) Prepayment Prior to Release Date. Prior to the Release Date, the principal
amount of the Loan may not be prepaid except in accordance with the provisions of this
paragraph (a), as follows:
(i) The Borrower may prepay the Loan by giving at least 30 days’
written notice to the Trustee and the Remarketing Agent (or such fewer number of days as shall
be acceptable to the Trustee and the Remarketing Agent) and payment to the Trustee of the
prepayment price set forth below. Any such prepayment shall be made on the first Interest
Payment Date following the expiration of such 30 day notice period, or such other period as may
be acceptable to the Trustee, the Remarketing Agent and the Bank;
(ii) The prepayment price of any portion of the principal amount of the
Loan to be prepaid on any date shall be an amount equal to the sum of (A) the principal amount
of the Loan prepaid, (B) interest accrued and to accrue on such principal amount until the date on
which corresponding Bonds can be redeemed or retired, calculated at the applicable rate or rates
of interest borne by such Bonds and, if for any period prior to the anticipated redemption date
that the applicable interest rate on the Bonds has not yet been established, at an interest rate equal
to the interest rate borne by the Bonds on the prepayment date plus one percent, and (C) all Fixed
Program Expenses accruing or expected to accrue prior to the earliest date on which
corresponding Bonds are redeemed or retired in connection with such prepayment, together with
any other outstanding Program Expenses. Notwithstanding the foregoing provisions, the
Borrower may not prepay the Loan by any amount that may cause the outstanding principal
balance of the corresponding Bonds to be less than $100,000 at any time;
(iii) Notwithstanding the foregoing provisions, if on any prepayment
date, Bonds in an amount equal to the principal amount of the Loan to be prepaid cannot be
redeemed or retired in accordance with the provisions of this Section within 45 days following
the prepayment date, the prepayment price of the principal amount of the Loan prepaid on such
date, at the election of the Borrower, shall be the amount necessary (A) to purchase Government
Obligations (as defined in the Indenture) maturing as to principal and interest on such dates and
in such amounts as shall be sufficient without reinvestment to pay the principal amount of the
corresponding Bonds to be redeemed or retired, together with the interest accrued and to accrue
on such Bonds to the date of such redemption or retirement on the due dates for the payment of
such interest, and (B) to pay all Fixed Program Expenses accruing or expected to accrue prior to
the earliest date on which corresponding Bonds are redeemed or retired in connection which such
prepayment, together with any other outstanding Program Expenses; and
(iv) Loan prepayments shall be applied to the redemption of
corresponding Bonds on the earliest practicable redemption date following receipt by the Trustee
of the prepayment price.
17
(b) Prepayment After Release Date. After the Release Date, the Borrower
may prepay the Loan in any principal amount at any time without premium or penalty, upon at
least one Business Day’s notice to the Bank and payment to the Bank of an amount equal to the
sum of (i) the principal amount of the Loan prepaid, (ii) the accrued interest on such principal
amount until the prepayment date, and (iii) any other fees and expenses then due and payable by
the Borrower to the Bank.
Section 4.10 Letter of Credit Fee. The Annual Letter of Credit Fee shall be payable by
or on behalf of the Borrower in arrears on each Interest Payment Date, beginning on the date
specified in Appendix A, upon receipt from the Trustee or the Program Administrator of an
invoice therefor.
Section 4.11 Extraordinary Program Expenses. Any Extraordinary Program Expenses
shall be promptly paid to the Trustee, the Program Administrator, the Remarketing Agent or the
Bank upon request of any Authorized Officer from time to time from any legally available funds
of the Borrower.
Section 4.12 Loan Payments Required After Release Date. After the Release Date, so
long as no Event of Default has occurred hereunder, the Loan shall remain outstanding on the
same terms and conditions as those set forth herein until the applicable Loan Maturity Date,
except that beginning on the Release Date: (a) as provided in Section 6.4 below, all payments
shall be made by the Borrower directly to the Bank instead of to the Trustee; (b) the Loan shall
bear interest at the Reimbursement Rate instead of its then current interest rate, which interest
shall be payable on the first day of each month; (c) principal payments shall continue to be made
in accordance with the Periodic Principal Payment Schedule, if any, set forth on Appendix A up
to and including the applicable Loan Maturity Date, at which time the Loan shall mature and all
principal and interest thereon and other amounts due in connection therewith shall be payable in
full; and (d) no Program Expense Account or Principal Account shall be required.
Section 4.13 Late Payments. In addition to the payments of principal and interest on
the Loan, to the extent permitted by law, the Borrower shall pay interest on the amount or any
payment required to be paid by the Borrower hereunder that is received by the Trustee or the
Bank (as the case may be) later than the tenth (10th) day following its due date beginning on the
due date for such payment until such payment is paid in full at the Reimbursement Rate
calculated on the basis of the actual number of days elapsed in a year of 360 days, plus all costs
of collection, including legal fees incurred, with respect thereto.
Section 4.14 Local Obligation; Application of Payments. Except as may be otherwise
specifically provided in this Loan Agreement, each payment made hereunder shall be applied to
the amounts then due and payable hereunder first, in respect of Fixed Program Expenses, second,
in respect of interest, third, in respect of principal, and fourth, in respect of any other amounts
payable hereunder.
Section 4.15 Outstanding Loan Balance. The Borrower acknowledges that it is
responsible for payment of all amounts on the Bonds allocable to the Loan so long as such Bonds
18
are outstanding, and that principal payments received by the Trustee may not be applied
immediately to the redemption or other retirement of such Bonds. ACCORDINGLY, FOR ALL
PURPOSES OF THIS AGREEMENT, THE OUTSTANDING PRINCIPAL BALANCE OF
THE LOAN AT ANY TIME SHALL BE DEEMED TO BE THE OUTSTANDING
PRINCIPAL BALANCE OF THE BONDS ALLOCABLE TO THE LOAN, REGARDLESS OF
THE AMOUNT OF PAYMENTS THAT MAY HAVE BEEN MADE BY THE BORROWER
BUT NOT YET APPLIED TO REDUCE THE OUTSTANDING PRINCIPAL BALANCE OF
SUCH BONDS. Notwithstanding the foregoing, all amounts delivered to the Trustee by the
Borrower hereunder pending anticipated application thereof to reimbursement of the Bank or to
payment of Program Expenses shall be invested by the Trustee as required under the Indenture,
and all investment earnings thereon shall inure to the benefit of the Borrower to the extent
permitted by the Code.
Section 4.16 Pledged Bonds. Pursuant to the provisions of the Letter of Credit and the
Indenture, the Trustee shall not make any drawings under the Letter of Credit to pay principal or
interest due on any Pledged Bonds. Accordingly, the Trustee shall withdraw amounts from the
Borrower’s Principal Account to make payments of principal on such Pledged Bonds when due.
Section 4.17 Unconditional Obligations. To the extent permitted by law and subject in
all respects to the provisions of this Loan Agreement, the obligations of the Borrower to make
the payments required hereunder and to perform and observe the other agreements on its part
contained herein shall be absolute and unconditional and shall not be abated, rebated, set-off,
reduced, abrogated, terminated, waived, diminished, postponed or otherwise modified in any
manner or to any extent whatsoever while any portion of the Loan remains outstanding
regardless of any contingency, act of God, event or cause whatsoever. This Loan Agreement
shall be deemed and construed to be a “net contract,” and the Borrower shall pay absolutely net
the amounts required to be paid hereunder, regardless of any rights of set-off, recoupment,
abatement or counterclaim that the Borrower might otherwise have against the Issuer, the
Trustee, the Bank, the Program Administrator, the Remarketing Agent or any other party or
parties.
Section 4.18 Payment in Full. This Loan Agreement will terminate upon the payment
in full of all amounts due under this Loan Agreement, provided any prepayment is undertaken in
accordance with Section 4.9 of this Agreement.
Section 4.19 Loan Agreement to Survive Indenture and Bonds. The Borrower
acknowledges that payment of the Bonds allocable to the Loan from sources other than
Designated Revenues or otherwise under the Note or under this Loan Agreement (including
payment from funds realized by the Trustee under the Letter of Credit) does not constitute
payment of the amounts due under this Loan Agreement, the Local Obligation and the Security
Instruments, if any, and that its obligations hereunder shall survive the discharge of the Indenture
and payment of the principal of and interest on the Bonds allocable to the Loan.
Section 4.20 Nature of Borrower’s Obligations. The full faith and credit of the
Borrower is irrevocably pledged for the payment of the principal of and premium, if any, and
interest on the Note and all other payment obligations under this Loan Agreement. Unless other
19
funds are lawfully available and appropriated for timely payment of the Note and all other
payment obligations under this Loan Agreement, the Board of the Borrower shall levy and
collect an annual ad valorem tax, over and above all other taxes authorized or limited by law and
without limitation as to rate or amount, on all locally taxable property in the Borrower sufficient
to pay when due the principal of and premium, if any, and interest on this Note and all other
payment obligations under this Loan Agreement.
ARTICLE V
ASSIGNMENT
Section 5.1 Assignment and Transfer by Issuer.
(a) The Borrower expressly acknowledges that, pursuant to the Indenture, all
right, title and interest of the Issuer in and to this Loan Agreement (except for the Unassigned
Rights of the Issuer), the Local Obligation and the Security Instruments, if any, have been
assigned to the Trustee for the benefit of the holders of the Bonds allocable to the Loan and to
the Bank as security for the amounts due under the Reimbursement Agreement. The Borrower
further acknowledges that the Issuer has appointed the Trustee as servicer entitled to act
hereunder in the place and stead of the Issuer as set forth herein. The Borrower hereby approves
the Indenture and consents to such assignment and appointment. This Loan Agreement, the
Local Obligation and the Security Instruments, if any, including, without limitation, the right to
receive payments required to be made by the Borrower hereunder and to compel or otherwise
enforce performance by the Borrower of its other obligations hereunder, may be further
transferred, assigned and reassigned in whole or in part to one or more assignees or subassignees
by the Trustee or the Bank at any time subsequent to their execution without the necessity of
obtaining the consent of, but after giving notice to, the Borrower.
(b) The Borrower hereby approves and consents to any further assignment or
transfer of this Loan Agreement that the Issuer deems to be necessary in connection with any
refunding of the Bonds or the issuance of Additional Bonds under the Indenture or otherwise in
connection with the Program or any successor pooled loan program of the Issuer.
Section 5.2 Assignment by Borrower. This Loan Agreement may not be assigned by
the Borrower without the prior written consent of the Issuer, the Trustee and the Bank.
Section 5.3 Participation. The Borrower agrees that the Bank may, in accordance with
the Reimbursement Agreement, sell or grant participation to any other persons in the rights of the
Bank under this Loan Agreement, the Local Obligation and the Security Instruments, if any. The
Borrower acknowledges that the Bank may disclose to the holder of any such participation any
financial information relating to the Borrower which is provided to the Bank pursuant to this
Loan Agreement. Notwithstanding the foregoing provisions of this Section, neither the
Borrower, the Issuer nor the Trustee shall have any obligation hereunder to provide notices to or
obtain the consent of any holder of any such participation.
20
ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES
Section 6.1 Events of Default. If any of the following events occurs, it is hereby
defined as and declared to be and to constitute an “Event of Default”:
(a) failure by the Borrower to pay any Loan Repayment required to be paid
hereunder within ten (10) days after the date due;
(b) failure by the Borrower to observe and perform any covenant, condition or
agreement other than a failure under (a) above, on its part to be observed or performed under this
Loan Agreement, for a period of thirty (30) days after notice of the failure, unless the Issuer, the
Bank and the Trustee shall agree in writing to an extension of such time prior to its expiration;
provided, however, if the failure stated in the notice can be wholly cured within a period of time
not materially detrimental to the rights of the Issuer, the Bank or the Trustee, but cannot be cured
within the applicable 30-day period, the Issuer, the Bank and the Trustee will not unreasonably
withhold their consent to an extension of such time if corrective action is instituted by the
Borrower within the applicable period and diligently pursued until the failure is corrected;
(c) the occurrence of any Event of Default under any Security Instrument
(after any applicable notice or cure period);
(d) any warranty, representation or other statement by the Borrower or by an
officer or agent of the Borrower contained in this Loan Agreement or in any instrument
furnished in compliance with or in reference to this Loan Agreement is false or misleading in any
material respect when made;
(e) a petition is filed against the Borrower under any applicable bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of
any jurisdiction, whether now or hereafter in effect, and is not dismissed within 60 days of such
filing;
(f) the Borrower files a petition in voluntary bankruptcy or seeking relief
under any provision of any applicable bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter
in effect, or consents to the filing of any petition against it under such law;
(g) the Borrower admits insolvency or bankruptcy or its inability to pay its
debts as they become due or is generally not paying its debts as such debts become due, or
becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian
(including without limitation a receiver, liquidator or trustee) of the Borrower or any of its
property is appointed by court order or takes possession thereof and such order remains in effect
or such possession continues for more than 60 days;
(h) any material provision of this Loan Agreement or any Security Instrument
shall at any time for any reason cease to be valid and binding on the Borrower, or shall be
21
declared to be null and void, or the validity or enforceability of this Loan Agreement or any
Security Instrument shall be contested by the Borrower or any governmental agency or authority,
or if the Borrower shall deny any further liability or obligation under this Loan Agreement or any
Loan Document or Security Instrument; or
(i) unless waived in writing by the Bank, the occurrence of any additional
Event of Default set forth in Appendix B.
Section 6.2 Notice of Default. The Borrower shall give the Trustee, the Bank and the
Issuer prompt telephonic notice of the occurrence of any event or condition that constitutes a
Default or an Event of Default at such time as any financial or similar officer of the Borrower
becomes aware of the existence thereof.
Section 6.3 Remedies on Default. If an Event of Default shall have occurred, the
Trustee or the Bank may take any one or more of the following remedial steps (subject to the
provisions of Section 6.4 below):
(a) declare all Loan Repayments and all other amounts due hereunder
(including, without limitation, amounts payable under the Local Obligation and the Security
Instruments, if any) to be immediately due and payable, and upon notice to the Borrower the
same shall become due and payable, without further notice or demand;
(b) take whatever action permitted at law or in equity that may appear
necessary or desirable to collect the payments and other amounts then due and thereafter to
become due or to enforce performance and observance of any obligation, agreement or covenant
of the Borrower under this Loan Agreement, the Local Obligation and the Security Instruments,
if any;
(c) exercise any and all available remedies under the Security Instruments, if
any;
(d) exercise any other remedies provided by the laws of the Commonwealth
of Virginia; and
(e) take such steps as may be required under the Indenture to effect the
redemption or purchase of Bonds allocable to the Loan.
Section 6.4 Rights of Trustee vis-à-vis the Bank.
(a) Prior to the Release Date, as provided in the Indenture, at the direction of,
or with the consent of, the Bank, the Trustee shall enforce, and take all reasonable steps, actions
and proceedings necessary for the enforcement of all terms, covenants and conditions of this
Loan Agreement, the Local Obligation and any Security Instruments, including the prompt
payment of all Loan Repayments and all other amounts due hereunder. The Trustee shall
promptly notify the Bank of the occurrence of any Event of Default of which it has knowledge.
The Trustee shall not (without the prior written consent of the Bank), release the obligations of
22
the Borrower under this Loan Agreement and shall at all times, in accordance with the provisions
of the Indenture and to the extent permitted by law, defend, enforce, preserve and protect the
rights and privileges of the Owners of the Bonds allocable to the Loan and of the Trustee under
or with respect to this Loan Agreement; provided that this provision shall not be construed to
prevent the Trustee, with the consent of the Bank, from settling a default under any Loan
Agreement or Security Instrument securing it on such terms as the Trustee shall determine to be
in the best interest of the Owners of the Bonds allocable to the Loan. Pursuant to the Indenture,
the Issuer has appointed the Trustee as its agent and attorney-in-fact for purposes of enforcing all
rights under this Loan Agreement, whether or not the Issuer is in default under the Bonds or the
Indenture.
(b) The Borrower acknowledges that upon the payment in full of the Bonds
allocable to the loan by virtue of a Drawing under the Letter of Credit, the Issuer and the Trustee
may release to the Bank all of their right, title and interest in and to this Loan Agreement, the
Local Obligation and the Security Instruments, if any. The Borrower acknowledges that on and
after any Release Date, the Bank shall be entitled to act hereunder in the place and stead of the
Issuer and the Trustee. Upon receipt of notice of any such release, the Borrower shall make all
payments required hereunder and under the Local Obligation and the Security Instruments, if
any, directly to the Bank regardless of any defense or right of set-off that the Borrower may have
against the Issuer or the Trustee. Thereafter (i) the Bank shall have all rights to receive notices
and give consents and approvals hereunder, (ii) the Bank may exercise or refrain from exercising
any of the remedies set forth herein or otherwise provided at law with respect to any failure of
the Borrower to fulfill any of its obligations hereunder, and (iii) all references to the “Issuer” and
the “Trustee” herein shall be deemed to be references to the Bank.
Section 6.5 Right to Advance or Post Funds. If at any time any Default or Event of
Default shall have occurred, or if the Bank reasonably determines that an event or condition
exists that could endanger the timely performance by the Borrower of its obligations under this
Loan Agreement, the Local Obligation or the Security Instruments, if any, and such event or
condition has not otherwise been cured, provided for or contested (in a manner permitted by this
Loan Agreement and satisfactory to the Bank), the Bank may cure such Default or Event of
Default or advance funds for the account of the Borrower to correct such event or condition in
such other manner as the Bank deems proper, without prejudice to the Borrower’s rights, if any,
to recover such funds from the party to whom paid. Amounts so advanced by the Bank and any
reasonable expenses of the Bank incurred in connection therewith shall be for the account of the
Borrower, shall be reimbursed to the Bank by the Borrower immediately following receipt of
notice or demand from the Bank (with interest at the Reimbursement Rate from the date of such
advance or payment through the date of reimbursement), and shall be secured (along with such
accrued interest) by the Security Instruments, if any. Nothing in this Loan Agreement shall be
construed as imposing any obligation upon the Bank to complete the Financing, to cure any
Default or Event of Default of the Borrower under this Loan Agreement or under the Local
Obligation or the Security Instruments, if any, or otherwise to perform any of the Borrower’s
obligations hereunder or thereunder.
Section 6.6 Attorneys’ Fees and Other Expenses. The Borrower, on demand, shall pay
to the Issuer, the Bank, the Program Administrator and the Trustee the reasonable fees and
23
expenses of attorneys and other reasonable expenses of any nature incurred by any of them in the
collection of Loan Repayments or any other sum due hereunder or in the enforcement of
performance of any other obligations of the Borrower upon any Default or Event of Default. The
Borrower shall pay interest on any amount due under this Section and not paid on or before the
date 30 days after demand therefor upon the Borrower pursuant to the Reimbursement
Agreement at the Reimbursement Rate from such date until payment thereof. The provisions of
this Section shall survive the termination of this Loan Agreement.
Section 6.7 Application of Moneys. Any moneys collected by the Trustee or the Bank
pursuant to Section 6.3 shall be applied (a) first to pay any amounts owed by the Borrower
pursuant to Section 6.6; (b) second to pay interest at the Reimbursement Rate or the Bank Rate,
as applicable, and late charges (if any) payable to the Bank under the Reimbursement
Agreement; (c) third, to pay other interest due on the Loan; (d) fourth, to pay any other amounts
due hereunder; and (e) fifth, to pay principal on the Loan and other amounts payable hereunder
as such amounts become due and payable.
Section 6.8 No Remedy Exclusive; Waiver; Notice. No remedy herein conferred upon
or reserved to the Issuer, the Trustee or the Bank is intended to be exclusive and every such
remedy shall be cumulative and shall be in addition to every other remedy given under this Loan
Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any
right, remedy or power accruing upon any Default or Event of Default shall impair any such
right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy
or power may be exercised from time to time and as often as may be deemed expedient. In order
to entitle the Issuer, the Trustee or the Bank to exercise any remedy reserved to it in this Article,
it shall not be necessary to give any notice, other than such notice as may be required in this
Article.
Section 6.9 Retention of Issuer Rights. Notwithstanding any assignment or transfer of
this Loan Agreement pursuant to the provisions hereof or of the Indenture, or, anything else to
the contrary contained herein, the Issuer shall have the right upon the occurrence of an Event of
Default to take any action, including (without limitation) bringing an action against the Borrower
at law or in equity, as the Issuer may, in its discretion, deem necessary to enforce the obligations
of the Borrower to the Issuer with respect to its Unassigned Rights.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Notices. Except as specifically provided otherwise in this Loan
Agreement, all notices, certificates or other communications hereunder shall be in writing and
shall be hand delivered or mailed by registered or certified mail, postage prepaid, to the
Borrower and the Bank and any other parties designated in Appendix A at the addresses specified
on Appendix A, and to the following Persons at the following addresses:
24
(a) Issuer: Industrial Development Authority of the County of
Stafford and the City of Staunton, Virginia
c/o Virginia Local Government Finance Corporation
919 East Main Street Suite 1100
Richmond, VA 23219
Telephone: (804) 648-0635
Facsimile: (804) 783-2286
with a copy to: Howard P. Estes, Jr., Esquire
Estes & Associates
105 East Cary Street
Richmond, VA 23219
Telephone: (804) 644-2416
Facsimile: (804) 771-1954
(b) Trustee: U.S. Bank National Association
100 Wall Street, Suite 1600
New York, NY 10005
Telephone: (212) 361-2893
Facsimile: (212) 509-3384
Attention: Beverly A. Freeney, Vice President
(c) Borrower: Town of Vinton, Virginia
311 S. Pollard Street
Vinton, Virginia 24179
Telephone: (540) 985-3105
Facsimile: (540) 745-9305
Attention: Barry W. Thompson, Treasurer
Any of the foregoing parties may designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent, by notice in writing given
to the others. Notices, certificates or other communications given by mail shall be deemed to
have been given three Business Days after dispatch. Notices, certificates or other
communications not given by mail shall be deemed to have been given when received.
Section 7.2 Binding Effect. This Loan Agreement shall inure to the benefit of and
shall be binding upon the Issuer and the Borrower and their respective successors and assigns.
Section 7.3 Severability. In the event any provision of this Loan Agreement shall be
held illegal, invalid or unenforceable by any court of competent jurisdiction, such holding shall
not invalidate, render unenforceable or otherwise affect any other provision hereof.
Section 7.4 Amendments, Changes and Modifications; References to the Bank. This
Loan Agreement may only be amended by written agreement of the parties hereto with the prior
written consent of the Trustee and the Bank; provided, however, that any amendments to change
any terms of Appendix A, or Appendix B attached hereto may be made by the Borrower and the
25
Bank, as assignee of the Issuer, without the consent of the Issuer or the Trustee. The Bank shall
have no rights to enforce any provisions of this Loan Agreement (except with respect to amounts
payable and due to the Bank which have not been paid) or to give any consents, approvals or
directions during any period in which it has dishonored a draw under the Letter of Credit
presented in strict compliance with the terms thereof. In such event, the right of the Bank to give
any consents or approvals shall be given by the Issuer and the Trustee notwithstanding any
assignment or transfer of this Loan Agreement pursuant to the provisions hereof or of the
Indenture or any other provision hereof.
Section 7.5 Execution in Counterparts. This Loan Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
Section 7.6 Applicable Law. This Loan Agreement shall be governed by and in
accordance with the laws of the Commonwealth of Virginia.
Section 7.7 Consents and Approvals. Whenever the consent or approval of the Issuer
shall be required under the provisions of this Loan Agreement, the written consent or approval of
an Authorized Officer of the Issuer shall be required hereunder except as otherwise provided in
any resolution of the Issuer.
Section 7.8 No Recourse Against Members. In the absence of fraud, no recourse shall
be had for the payment of the principal of or premium or interest payable hereunder or for any
claim based thereon or upon any representation, obligation, covenant or agreement in this Loan
Agreement against any past, present or future official, officer, member, counsel, employee,
director or agent, as such, of the Issuer or the Borrower, either directly or through the Issuer or
the Borrower, or respectively, any successor political subdivision thereto under any rule of law
or equity, statute or constitution or by the enforcement of any assessment or penalty or
otherwise, and all such liability of any such officials, officers, members, counsels, employees,
directors or agents as such is hereby expressly waived and released as a condition of and in
consideration for the execution of this Loan Agreement.
Section 7.9 Benefit of Loan Agreement, Compliance with Indenture. This Loan
Agreement is executed, among other reasons, to induce the purchase of the portion of the Bonds
allocable to the Loan and the increase or issuance of the Letter of Credit. Accordingly, all
covenants, representations and agreements of the Borrower herein contained are hereby declared
to be for the benefit of the holders of the Bonds allocable to the Loan, the Issuer and the Bank,
and it is intended that the Bank be a third-party beneficiary hereof and of all Security
Instruments. The Borrower covenants and agrees to comply with, and to enable the issuer to
comply with, all covenants and requirements contained in the Indenture.
Section 7.10 Amendment of Reimbursement Agreement. The Borrower acknowledges
and agrees that the Issuer and the Bank may supplement and amend the Reimbursement
Agreement and the Letter of Credit and the Issuer may enter into other Reimbursement
Agreements with the providers of Substitute Letters of Credit from time to time without notice to
or the consent of the Borrower (but with prior notice to the Trustee) provided, after giving effect
26
to such supplement or amendment, the Borrower’s liabilities hereunder shall not change in any
respect.
Section 7.11 Consent to Appointment of Remarketing Agent. The Borrower hereby
consents to the appointment by the Issuer of Merrill Lynch, Pierce, Fenner & Smith Incorporated
as agent for the Borrower for the purpose of remarketing Bonds allocable to the Loan tendered
for purchase in accordance with the terms and subject to the conditions set forth in the Indenture
and in the Remarketing Agreement.
Section 7.12 Further Assurances. The Borrower shall, at the request of the Issuer, the
Trustee or the Bank execute, acknowledge and deliver such further resolutions, conveyances,
transfers, assurances, financing statements and other instruments as may be necessary or
desirable for better assuring, conveying, granting, assigning and confirming the rights, security
interests and agreements granted or intended to be granted by this Loan Agreement, the Local
Obligation and the Security Instruments, if any.
Section 7.13 Conflicts; No Oral Agreements. In the event of any conflict between the
terms and provisions of this Loan Agreement, the Local Obligation and the Security Instruments,
if any, with any commitment letter issued by the Bank or any other previous oral or written
communications between the parties, this Loan Agreement, the Local Obligation and the
Security Instruments, if any, shall control. THIS WRITTEN LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
27
[Counterpart Signature Page to Loan Agreement]
IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Loan
Agreement to be executed and delivered, as of the Loan Commencement Date.
INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF STAFFORD AND THE
CITY OF STAUNTON, VIRGINIA
By:
Chairman
28
[Counterpart Signature Page to Loan Agreement]
TOWN OF VINTON, VIRGINIA
By:
Town Manager
ATTACHMENTS
APPENDICES
Appendix A Description of the Loan
Appendix B Additional Covenants of the Borrower and Events of Default
Appendix C Form of Local Obligation
Appendix D Bank Conditions Precedent to Loan Closing
Appendix E Conditions to Loan Advances
Appendix F Form of Requisition
Appendix A
to Loan Agreement
DESCRIPTION OF THE LOAN
(1) Loan Commencement Date: [CLOSING, 2012]
(2) Names and Addresses:
Borrower Bank
Town of Vinton, Virginia
311 S. Pollard Street
Vinton, Virginia 24179
Attention: Barry W. Thompson
Treasurer
Bank of America, N.A.
Commercial Banking
421 Fayetteville Street Mall
Raleigh, NC 27601
Attention: Patrick J. Verdi
(3) Loan Amount:
(a) Principal Amount Approved by Borrower: $500,000.00
(b) Amount to be issued on Loan Commencement Date: $500,000.00
(c) Amount of Subsequent Advances approved by Issuer
and the Bank: $ 0.00
(d) Initial Schedule of Advances after Loan Commencement
Date:
Date* Amount
[Closing , 2012] $500,000.00
* Dates are approximate and subject to change.
(4) Description of the Financing:
The Borrower will receive financing from the proceeds of the Bonds to pay certain
operating costs and expenses to be incurred by the Borrower prior to the anticipated collection of
the taxes and revenues of the Borrower for the current year, together with related costs and
expenses.
(5) Letter of Credit Commitment:
(a) Letter of Credit Requirement:
Letter of Credit
Requirement
Effective on Loan
Commencement Date
Pre-Approved for
Additional Advances
Total
Principal
Component
Interest Component 1
TOTAL
(b) Commitment Expiration Date: [18 MONTHS], or (unless otherwise directed
by the Bank), any later date to which the Expiration Date of the Letter of
Credit shall have been extended.
(c) Annual Letter of Credit Fee (expressed as a percentage of the Letter of Credit
Requirement as of the date of each calculation): initially 70 basis points (0.70%).
The Annual Letter of Credit Fee shall be calculated on the basis of a 360-day year
and the actual number of days elapsed. The Annual Letter of Credit Fee may be
modified from time to time by the Bank as a condition to any extension of the
Commitment Expiration Date.
(d) Payment of Letter of Credit Fee: Monthly in arrears.
(e) Amendments to the Letter of Credit: Changes in the Loan Maturity Date or other
actions taken by the Borrower may require amendments to the Letter of Credit,
which shall be made at the Borrower’s expense. Notwithstanding the foregoing,
subject to Section 4.9, the Borrower is entitled to repay its Loan in full at no
additional expense to the Borrower.
(6) Costs of Issuance:
[TBD]
(7) Loan Payments:
The Borrower shall be responsible for all of the payments described in this paragraph (7),
which shall be determined and calculated as follows:
(a) Fixed Program Expenses (in addition to Annual Letter of Credit Fee set forth
above and other anticipated annually recurring expenses) will equal 30 basis
points (0.30%) multiplied by outstanding principal, payable monthly in arrears
(based upon a year of 365/366 days, as applicable, and the actual number of days
elapsed).
1 Calculated for 35 days, at a Maximum Rate of 10%, based on a 360-day year.
(b) First Year Issuance Fee: None.
(c) Prepayments: The Borrower may prepay its Loan only in accordance with the
terms of Section 4.9 of this Loan Agreement.
(d) Payment in Full: Required on the Loan Maturity Date.
(e) Interest Rate on Drawings: Unreimbursed drawings under the Letter of Credit
for liquidity will bear interest for the first 90 days at the Bank’s Prime Rate
(floating), and thereafter, at the Bank’s Prime Rate (floating), plus 1.5% per
annum. Other reimbursed drawings will bear interest at the Reimbursement Rate
from the date of the draw.
(f) Default Rate: Upon the occurrence of an Event of Default under this Loan
Agreement, interest on the Loan shall accrue at the Reimbursement Rate.
(8) Additions/Exceptions to Representations and Warranties: None.
(9) Additional Covenants and Events of Default: See Appendix B.
(10) Conditions Precedent to Loan Advances: See Appendix E.
(11) Security Instruments Required: None
(12) Additional Terms: None.
(13) Periodic Principal Payment Schedule:
The entire outstanding principal amount is due on [18 MONTHS] or the first Interest
Payment Date prior thereto.
[Signature page follows]
This Appendix A has been seen and agreed to.
TOWN OF VINTON, VIRGINIA
By:
Town Manager
[Counterpart Signature Page to Loan Agreement Appendix A]
B-1
Appendix B
to Loan Agreement
ADDITIONAL COVENANTS OF THE BORROWER
AND EVENTS OF DEFAULT
Section 1. Additional Covenants and Events of Default. This Appendix B sets forth
covenants of the Borrower and Events of Default which shall be in addition to any covenants and
Events of Default contained elsewhere in this Loan Agreement.
Section 2. RESERVED.
Section 3. Reporting Requirements. As set forth in Section 2.2(c) of this Agreement.
Section 4. Affirmative Covenants of the Borrower.
(a) Until full payment and performance of all obligations of Borrower under this
Agreement, the Borrower will, unless the Bank consents otherwise in writing, take all action
necessary to ensure that a sufficient portion of its tax and other revenues collected during the
current year are set aside or otherwise made available for payment of the Note in accordance
with its terms. The Borrower certifies that the principal amount of the Note does not exceed the
anticipated taxes and revenues of the Borrower for the current year.
(b) The full faith and credit of the Borrower is irrevocably pledged for the payment of
the principal of and premium, if any, and interest on the Note and all other payment obligations
under this Loan Agreement. Unless other funds are lawfully available and appropriated for
timely payment of the Note and all other payment obligations under this Loan Agreement, the
Board shall levy and collect an annual ad valorem tax, over and above all other taxes authorized
or limited by law and without limitation as to rate or amount, on all locally taxable property in
the Borrower sufficient to pay when due the principal of and premium, if any, and interest on this
Note and all other payment obligations under this Loan Agreement.
Section 5. Failure to Comply with Appendices. The Borrower understands and
agrees that a default by the Borrower under any of the terms and conditions of these Appendices
shall result in an Event of Default under this Loan Agreement.
C-1
Appendix C
to Loan Agreement
FORM OF NOTE
[Attached to Borrower’s Resolution dated October 16, 2012]
D-1
Appendix D
to Loan Agreement
BANK’S CONDITIONS PRECEDENT TO LOAN CLOSING
Prior to the initial issuance of any Bonds for the benefit of the Borrower, in addition to
the items required by Article VI of the Reimbursement Agreement and Section 3.4 of this Loan
Agreement, the Borrower shall cause to be delivered to the Bank and the Bank’s Counsel each of
the following items:
1. Financial Statements. The Bank shall have received and approved the most recent
financial statements of the Borrower.
2. Draw Schedule and Budget. The Bank shall have received and approved a
proposed draw schedule and budget for the Financing.
3. Opinion of Local Bond Counsel. A law firm selected by the Borrower and
acceptable to the Bank will render on the Loan Commencement Date their unqualified tax
opinion in form and substance approved by the Bank.
4. Certificate of Local Counsel. A law firm or attorney selected by the Borrower
and acceptable to the Bank will provide on the Loan Commencement Date a certificate with
respect to matters relating to the Borrower, this Loan Agreement and the Security Instruments,
all in form and substance approved by the Bank. Without limiting the foregoing, the certificate
will state that (i) the Borrower has all necessary power and authority to enter into and perform its
obligations under the Loan Documents to which it is a party, and (ii) the Loan Documents have
been duly authorized, executed and delivered in accordance with the Constitution and statues of
the Commonwealth, and constitute valid and legally binding obligations of the Borrower.
E-1
Appendix E
to Loan Agreement
CONDITIONS FOR LOAN ADVANCES
1 Conditions to All Advances. As conditions precedent to each Loan advance, the
Borrower must satisfy the following conditions, and deliver to the Trustee evidence of such
satisfaction:
(a) No Default or Event of Default shall exist.
(b) The representations and warranties made in this Loan Agreement and the Security
Instruments, if any, must be true and correct on and as of the date of each
advance.
2. Conditions and Waivers. All conditions precedent to each advance are imposed
hereby solely for the benefit of the Bank, and no other party may require satisfaction of any such
condition precedent or be entitled to assume that the Bank or the Trustee, as applicable, will
disallow any advance in the absence of strict compliance with each such condition precedent.
Any requirement of this Loan Agreement may be waived, in whole or in part, in a specific
written waiver intended for that purpose and signed by the Bank. No advance shall constitute an
approval or acceptance by the Bank or the Trustee of any construction work, or a waiver of any
condition precedent to any further advance, or preclude the Bank from thereafter declaring the
failure of the Borrower to satisfy such condition precedent to be an Event of Default. No waiver
by the Bank of any condition precedent or obligation shall preclude the Bank from requiring
such condition or obligation to be met prior to making any other advance or from thereafter
declaring the failure to satisfy such condition or obligation to be an Event of Default.
F-1
Appendix F
to Loan Agreement
FORM OF REQUISITION
DATE: __________________
TOWN OF VINTON, VIRGINIA
________________________
U.S. Bank National Association, as Trustee
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2893
Facsimile: (212) 509-3384
Attention: Beverly A. Freeney, Vice President
Re: Industrial Development Authority of the County of Stafford and the City of
Staunton, Virginia Variable Rate Demand Revenue Bonds, Series 2008A-1
(VML/VACo Commercial Paper Program)
Ladies and Gentlemen:
Pursuant to Section 3.3 of the Loan Agreement dated as of the date of its execution and
delivery, between the Industrial Development Authority of the County of Stafford and the City
of Staunton, Virginia (the “Issuer”) and the above-named locality (the “Borrower”), the
Borrower makes the following requisition:
1. Requisition Number: ____________
2. Name and address of the person to whom payment is due:
3. Amount to be paid: $_____________
4. Purpose for which each obligation to be paid was incurred:
F-2
5. The Borrower hereby certifies that (a) the representations of the Borrower
contained in the Loan Agreement are true and correct as of the date of this requisition as though
made on such date and acceptance of the funds requisitioned hereby will constitute an
affirmation that such representations are true and correct as of the date of receipt of such funds;
(b) no Default or Event of Default (both as defined in the Loan Agreement) has occurred under
the Loan Agreement and is continuing; (c) the purpose for which the amount requisitioned
hereby was or is to be used constitutes a necessary part of the Costs of the Financing (as defined
in the Loan Agreement); and (d) the amount requisitioned hereby is due and unpaid and has not
been the subject of a previous requisition submitted by the Borrower and funded by the Trustee.
6. Attached hereto are invoices, bills or vouchers, paid or due and payable, in
support of the amount to be paid shown in Item 3.
7. The Borrower hereby certifies, for the benefit of the Trustee and the Issuer, that
its representations and expectations set out in the Borrower’s Tax Agreement are hereby
reconfirmed.
This Requisition has been executed by a duly authorized officer of the Borrower.
TOWN OF VINTON, VIRGINIA
By:
Town Manager
RESOLUTION NO.
OF THE TOWN COUNCIL OF
TOWN OF VINTON, VIRGINIA
AUTHORIZING THE ISSUANCE AND SALE OF ITS
GENERAL OBLIGATION NOTE, SERIES 2012
AND APPROVING THE EXECUTION AND DELIVERY OF CERTAIN
DOCUMENTS PREPARED IN CONNECTION THEREWITH
October 16, 2012
WHEREAS, the Town Council of the Town of Vinton, Virginia (the "Town") has determined
that it is necessary and advisable to borrow money and issue its general obligation note in
anticipation of a long-term plan of finance for certain infrastructure projects and to utilize the
Virginia Municipal League/Virginia Association of Counties’ (VML/VACo) Finance Program
for this interim financing;
WHEREAS, the Town has previously submitted an application to the Industrial Development
Authority of the County of Stafford and the City of Staunton, Virginia (the “Authority”), to
obtain interim financing to pay the costs of certain infrastructure improvements, including the
upgrading, renovation, relocation, construction and equipping of wastewater interceptor lines,
together with related costs and expenses (the “Project”), through the VML/VACo Commercial
Paper Program, and the Authority has indicated its willingness to assist with the financing of the
Project using the proceeds of its revenue bonds (the “Authority’s Bonds”), in accordance with
the terms of a Loan Agreement between the Authority and the Town (the “Loan Agreement”),
the form of which has been presented to this meeting;
NOW, THEREFORE, BE IT RESOLVED AND ORDAINED by the Town Council of the
Town of Vinton, Virginia:
1. Authorization, Issuance, Use and Sale of the Note. Pursuant to the Constitution and
statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, Chapter
26, Title 15.2, Code of Virginia of 1950, as amended, (the "Act"), and without regard to any
requirements or restrictions contained in any charter or special act of the Town, the Town
Council authorizes the issuance and sale of its general obligation note in the maximum principal
amount of $500,000 to the Authority to provide funds for the Project to be incurred by the Town
in anticipation of executing a long-term plan of finance for the Project and other capital projects
through the VML/VACo Finance Program and to pay related costs, including costs incurred in
issuing the Note (as hereafter defined).
2. Authorization of Line of Credit; Notes. The Town Council accepts the proposal of the
Authority to purchase the Town’s General Obligation Note, Series 2012 (the "Note"). The
Mayor and the Town Manager, either of whom may act, are authorized to arrange for the
issuance of the Note. The Note shall be issued on the terms set forth in this Resolution and on
such additional terms, not inconsistent with this Resolution, as the Mayor or the Town Manager
-2-
may approve, such approval to be evidenced conclusively by the execution and delivery of the
Note.
3. Authorization of Loan Agreement. The forms of the Loan Agreement and the Note
(collectively, the “Loan Documents”), each of which has been submitted to this meeting, are
hereby approved. The Town Manager and Mayor are each authorized to execute the Loan
Documents in substantially such forms, with such completions, omissions, insertions and
changes not inconsistent with this Resolution as may be approved by the Town Manager or the
Mayor, whose approval shall be evidenced conclusively by the execution and delivery thereof.
The issuance and sale of the Note to the Authority shall be upon the terms and conditions of the
Loan Agreement. The proceeds of the Note shall be applied in the manner set forth in the Loan
Agreement and related documents. All capitalized terms used but not defined herein shall have
the same meaning as set forth in the Loan Agreement.
4. Note Details. The Note shall be issued as a single, registered note, shall be designated
“General Obligation Note” in such series designations as appropriate, shall be numbered R-1,
and shall be in substantially the form of Exhibit A to this Resolution, with such completions,
omissions, insertions and changes not inconsistent with this Resolution as may be approved by
the officers signing such Note. The Town Council authorizes the issuance and sale of the Note
on such terms as shall be satisfactory to the Town Manager or the Mayor; provided however, that
the Note (a) shall be in a principal amount not to exceed $500,000, (b) shall mature no later than
eighteen months after the date of issuance and (c) shall bear interest on the outstanding principal
balance thereof at an initial rate of interest approved by the Town Manager or the Mayor, with
such rate to be adjusted periodically in accordance with the terms and conditions of the Loan
Agreement and the documents prepared in connection with the issuance of the Authority’s
bonds, and shall accrue certain other ongoing costs and expenses upon the terms and conditions
described in the Loan Agreement. Notwithstanding this, the interest rate on the Note shall not
exceed ten percent per year, and it is understood that the Town may prepay the Note at any time.
Subject to the preceding terms, the Board further authorizes the Town Manager or the Mayor to
(1) determine the final principal amount of the Note and (2) to establish the maturity date and
principal amortization schedule (including the principal installment dates and amounts, if any)
for the Note in such manner as the Town Manager or the Mayor shall determine to be in the best
interest of the Town. The Town Manager or the Mayor’s approval of the final terms, purchase
price, initial interest rate, interest rate adjustment provisions, maturity date and amortization
schedule of the Note shall by evidenced by the execution and delivery of the Note, and no further
action shall be necessary on the part of the Town so long as such provisions are within the limits
prescribed in this Resolution. As set forth in the Loan Agreement, the Town agrees to pay the
Program Expenses associated with the Note and the Loan Agreement, together with any
applicable late payment or similar costs and expenses described therein. The principal of and
premium, if any, and interest on the Note shall be payable in lawful money of the United States
of America.
5. Payment and Redemption Provisions. The principal of and premium, if any, and
interest on the Note shall be payable as set forth in the Note and the Loan Agreement. The Town
may, at its option, redeem, prepay or refund the Note upon the terms set forth in the Loan
Agreement.
-3-
6. Preparation of Printed Note; Mutilated or Destroyed Note. Upon the reasonable
request of the registered owner and upon presentation of the Note at the office of the Registrar
(as hereinafter defined), the Town shall arrange to have prepared, executed and delivered in
exchange as soon as practicable the Note in typewritten form in an aggregate principal amount
equal to the unpaid principal of the Note, in denominations of $100,000 and integral multiples of
$5,000 in excess thereof, of the same form and maturity and registered in such names as
requested by the registered owners or their duly authorized attorneys or legal representatives.
The printed Note may be executed by manual or facsimile signature of the Mayor, with the
Town’s seal affixed thereto and attested by the Town Clerk; provided, however, that, if both such
signatures are facsimiles, no Note shall be valid until it has been authenticated by the manual
signature of the Registrar and the date of authentication noted thereon. The typewritten Note
surrendered in any such exchange shall be canceled. If the Note has been mutilated, lost or
destroyed, the Town shall execute and deliver a new Note of like date and tenor in exchange and
substitution for, and upon cancellation of, such mutilated Note or in lieu of and in substitution for
such lost or destroyed Note; provided, however, that the Town shall so execute and deliver only
if the registered owner has paid the reasonable expenses and charges of the Town in connection
therewith and, in the case of a lost or destroyed Note, (a) has filed with the Town evidence
satisfactory to the Town that such Note was lost or destroyed and (b) has furnished to the Town
satisfactory indemnity.
7. Pledge of Full Faith and Credit. The Note shall be payable from the collection of the
taxes and revenues of the Town. In addition, the Note shall be a general obligation of the Town
for which the full faith and credit of the Town is irrevocably pledged for the payment of
principal of and interest on the Note. Unless other funds are lawfully available and appropriated
for timely payment of the Note, the Town Council shall levy and collect an ad valorem tax, over
and above all other taxes authorized or limited by law, on all locally taxable property in the
Town sufficient to pay when due the principal of and interest on the Note and all other payment
obligations under the Loan Agreement.
8. Appointment of Note Registrar and Paying Agent; Transfer. The Town Treasurer is
appointed as Note Registrar and Paying Agent for the Note. The Town Manager may appoint a
subsequent registrar and/or one or more paying agents for the Note by giving written notice to
the owner of the Note specifying the name and location of the principal office of any such
registrar or paying agent. This Note may be transferred only by an assignment duly executed by
the registered owner hereof or such owner's attorney or legal representative in a form satisfactory
to the Note Registrar. Such transfer shall be made in the registration books kept by the Note
Registrar upon presentation and surrender hereof and the Town shall execute, and the Note
Registrar shall authenticate, if necessary, and deliver in exchange, a new Note having an equal
aggregate principal amount, of the same form and maturity, bearing interest at the same rate, and
registered in such name as requested by the then registered owner hereof or such owner's
attorney or legal representative. Any such exchange shall be at the expense of the Town, except
that the Note Registrar may charge the person requesting such exchange the amount of any tax or
other governmental charge required to be paid with respect thereto.
The Town Manager may designate a successor Note Registrar and/or Paying Agent,
provided that written notice specifying the name and location of the principal office of any such
-4-
successor shall be given to the registered owner of this Note. Upon registration of transfer of this
Note, the Note Registrar shall furnish written notice to the transferee of the name and location of
the principal office of the Note Registrar and/or the Paying Agent.
9. Execution of the Note. The Note shall be signed by the Mayor, and the Town's seal
shall be affixed thereon and attested by the Town Clerk. The Note shall be issued as a
typewritten note in a form sufficient to evidence the Town's obligations under the Loan
Agreement, consistent with the terms of this Resolution, and approved by the Town Manager or
the Mayor, whose approval shall be evidenced conclusively by the execution and delivery of the
Note.
10. Tax Provisions. The Town covenants that it shall not take or omit to take any action the
taking or omission of which will cause the Note to be an “arbitrage bond” within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, and regulations issued pursuant
thereto (the “Code”), or otherwise cause interest on the Note to be includable in the gross income
of the registered owner thereof under existing law. Without limiting the generality of the
foregoing, the Town shall comply with any provision of law that may require the Town at any
time to rebate to the United States any part of the earnings derived from the investment of the
gross proceeds of the Note, unless the Town receives an opinion of nationally recognized bond
counsel that such compliance is not required to prevent interest on the Note from being included
in the gross income for federal income tax purposes of the registered owners thereof under
existing law. The Town shall pay any such required rebate from legally available funds.
11. Tax and Other Documents. The Town Manager and the Mayor are each authorized and
directed to execute and deliver a Tax Certificate as to Arbitrage, an IRS Form 8038-G and a
Program Administration Agreement, each in a form approved by such officers and the Town’s
bond counsel.
12. Other Actions. All other actions of Town officials in conformity with the purposes and
intent of this Resolution and in furtherance of the issuance and sale of the Note are ratified,
approved and confirmed. The Town officials are authorized and directed to execute and deliver
all certificates and other instruments considered necessary or desirable in connection with the
issuance, sale and delivery of the Note pursuant to this Resolution and the Loan Agreement.
13. Effective Date; Applicable Law. This Resolution shall take effect immediately. The
Town Council elects to issue the Note pursuant to the provisions of the Public Finance Act of
1991, in accordance with Section 15.2-2629 of such Act.
CERTIFICATE
The undersigned Clerk of the Town Council of the Town of Vinton, Virginia (the "Town
Council"), hereby certifies that:
1. A meeting of the Town Council was duly called and held on October 16, 2012
(the "Meeting").
2 Attached hereto is a true, correct and complete copy of a resolution (the
"Resolution") of the Town Council entitled "Resolution of the Town Council of the Town of
Vinton, Virginia, Authorizing the Issuance and Sale of its General Obligation Note, Series 2012
in a Maximum Principal Amount Not to Exceed $500,000, and the Execution and Delivery of
Certain Documents Prepared in Connection Therewith," as recorded in full in the minutes of the
Meeting and duly adopted by a majority of the members of the Town Council present and voting
during the Meeting.
3. A summary of the members of the Town Council present or absent at the
Meeting, and the recorded vote with respect to the Resolution, is set forth below:
Voting
Member Name Present Absent Yes No Abstaining
Bradley E. Gross, Mayor
William “Wes” Nance, Vice Mayor
Robert R. Altice
Matthew S. Hare
L. Douglas Adams, Jr.
4. The Resolution has not been repealed, revoked, rescinded or amended, and is in
full force and effect on the date hereof.
WITNESS my signature and the seal of the Town of Vinton, Virginia, dated October 16,
2012.
Town Clerk, Town of Vinton, Virginia
(SEAL)
Exhibit A
Form of Note
Interest on this note is intended by the issuer thereof to be exempt from gross income
for federal income tax purposes.
REGISTERED DATED DATE
No. R-1 [closing], 2012
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
TOWN OF VINTON VIRGINIA
GENERAL OBLIGATION NOTE
SERIES 2012
TOWN OF VINTON VIRGINIA (the "Town"), for value received, acknowledges itself
indebted and promises to pay to the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
COUNTY OF STAFFORD AND THE CITY OF STAUNTON, VIRGINIA (the
"Authority"), its registered assigns or legal representative, the principal amount of
FIVE HUNDRED THOUSAND DOLLARS ($500,000)
On or before [18 months, 2014], together with interest on the outstanding principal amount
advanced under this Note at the rate or rates provided in the Loan Agreement, hereinafter
defined. All payments hereunder are payable in lawful money of the United States of America,
by check or wire transfer mailed or sent to the registered owner hereof, upon presentation and
surrender hereof at the office of the Town Treasurer, as Note Registrar. This Note is issued as
further evidence of the Town's payment obligations under the Loan Agreement dated as of the
date thereof (the “Loan Agreement”), between the Authority and the Town. All of the terms,
conditions and provisions of the Loan Agreement are, by, this reference thereto, incorporated
herein as a part of this Note. The obligations of the Town under this Note shall be deemed to be
amounts payable by the Town under the Loan Agreement, and each payment made by the Town
pursuant to this Note shall be deemed to be a credit against the corresponding obligation of the
Town under the Loan Agreement.
This Note is registered in the name of the holder hereof on the registration books kept by
the Town Treasurer, who has been designated as Registrar for this Note and Paying Agent
pursuant to the Resolution (as hereinafter defined), which registration has been made in such
registration books and endorsed hereon by the Registrar, and no transfer hereof shall be valid
unless made on such registration books upon assignment executed by the registered holder
hereof, as provided in the Resolution. The Note Registrar shall treat the registered owner as the
person exclusively entitled to payment of principal and interest and the exercise of all other
rights and powers of the owner.
This Note is issued pursuant to the Constitution and statutes of the Commonwealth of
Virginia, including the Public Finance Act of 1991, Chapter 26 of Title 15.2 of the Code of
Virginia of 1950, as amended, in particular Section 15.2-2629, and a resolution adopted by the
Town Council on October 16, 2012 (the "Resolution"), and is issued to pay the costs of certain
infrastructure improvements, including the upgrading, renovation, relocation, construction and
equipping of wastewater interceptor lines, together with related costs and expenses, of the Town.
This Note is subject to prepayment, in whole or in part, prior to maturity at the option of
the Town at any time upon payment of 100% of the principal amount of this Note to be prepaid
plus interest accrued to the date fixed for prepayment.
The full faith and credit of the Town are irrevocably pledged for the payment of principal
of and interest on this Note.
All acts, conditions and things required by the Constitution and statutes of the
Commonwealth of Virginia to happen, exist or be performed precedent to and in the issuance of
this Note have happened, exist and have been performed in due time, form and manner as so
required, and the issue of this Note, together with all other indebtedness of the Town; is within
every debt and other limit prescribed by the Constitution and statutes of the Commonwealth of
Virginia.
IN WITNESS WHEREOF, the Town Council of the Town of Vinton, Virginia, has
caused this Note to be signed by the Mayor of the Town, the Town's seal to be affixed hereto and
attested by the Town Clerk and this Note to be dated the date first above written.
TOWN OF VINTON, VIRGINIA
(SEAL) _______________________________________
Mayor, Town of Vinton, Virginia
ATTEST:
_______________________________________
Town Clerk, Town of Vinton, Virginia
CERTIFICATE OF REGISTRATION
Date of Name of
Registration Registered Owner Signature of Registrar
IDA of Stafford and
[Closing, 2012 Staunton, Virginia _______________________
_____________________ _______________________
_____________________ _______________________
ASSIGNMENT
The Industrial Development Authority of the County of Stafford and the City of
Staunton, Virginia (the Authority), hereby irrevocably assigns, without recourse, representation
or warranty, the foregoing General Obligation Note, Series 2012, to U.S. Bank National
Association, as Trustee under an Amended and Restated Trust Indenture dated as of June 26,
2008, and as subsequently supplemented (the Indenture), between the Authority and the Trustee,
and hereby directs the Town of Vinton, Virginia (the Borrower), as the maker of the Note, to
make all payments of principal of and interest thereon directly to the Trustee at its principal
corporate trust office in New York, New York, or at such other place as the Trustee may direct in
writing. Such assignment is made as security for the payment of the Authority’s Variable Rate
Demand Revenue Bonds (VML/VACo Commercial Paper Program), Series 2008A-1, issued
pursuant to the Indenture.
Dated: [Closing, 2012 INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF STAFFORD AND THE
CITY OF STAUNTON, VIRGINIA
By:__________________________________
Chairman
Meeting Date
October 16, 2012
Department
Planning and Zoning
Issue
Briefing on Virginia Department of Transportation (VDOT) Revenue Sharing Grant Application
and 50% Matching Requirement for Glade Creek Greenway.
Summary
During the October 2, 2012, Town Council meeting, Town Council was given a summary and a
briefing on the $50,000 donation from Novozymes Biologicals, Inc., which is to be used for
greenway development. Staff recommends that the donation be used as part of the matching funds
requirement for the VDOT Revenue Sharing grant for the construction of Glade Creek Greenway
from Walnut Avenue to Virginia Avenue, within a Town sewer easement along Glade and Tinker
Creeks. The proposed greenway will be a multi-use trail of approximately 1,600 linear feet of 10
feet wide paved surface, which will connect to the existing paved Tinker Creek Greenway located
in the City of Roanoke. A connection from Vinton to the Tinker Creek Greenway is crucial and will
enable Town residents to access Roanoke River Greenway, which has always been considered the
backbone of the regional greenway and trail network.
At the October 2nd meeting, it was mentioned that Staff is still working with an engineer to get cost
estimates due to tight spots along the sewer easement. Two cost estimates have been provided by an
engineer; $142,320 and $147,320 if environmental documentation is needed due to its proximity to
the creek. Staff is still waiting for an answer from VDOT Program Manager if environment
documentation is needed for this project. Based on these cost estimates, with the VDOT Revenue
Sharing grant requiring a 50% cash match request and in addition to the $50,000 contribution from
Novozymes, an additional $25,000 will be needed for this proposed greenway to become a reality.
Attachments
Cost estimates for engineering services and construction of the Glade Creek Greenway
Draft Town Council Resolution to be adopted on November 6, 2012
Glade Creek Greenway Map
Recommendations
Consensus of Council to proceed with application; formal action to be taken on November 6, 2012.
Town Council
Agenda Summary
Engineer's Estimate of Probable Construction and PE Costs
Tinker Creek Greenway Connector along Glade Creek and Tinker Creek
(Approx. 1600 LF of 10' WIDE MULTI-USE PAVED TRAIL)
Date: October 11, 2012
CONSTRUCTION COSTS
ITEM ITEM DESCRIPTION QUANTITY UNIT UNIT PRICE AMOUNT
1 MOBILIZATION 1 LS $10,620.00 $10,620.00
2 CONSTRUCTION SURVEY 1 LS $3,500.00 $3,500.00
3 EARTHWORK 1 LS $15,000.00 $15,000.00
4 DITCH GRADING 1000 LF $5.00 $5,000.00
5 18" CONC. PIPE 40 LF $90.00 $3,600.00
6 18" END SECTION ES-1 4 EA $1,500.00 $6,000.00
7 LOWER SANITARY MANHOLE 5 VF $400.00 $2,000.00
8 SSMH COVER (WATERTIGHT) 1 EA $500.00 $500.00
9 AGGR. MATL. NO. 21B 660 TON $30.00 $19,800.00
10 2" ASPHALT CONCRETE TY. SM-9.5A (10' Wide) 200 TON $140.00 $28,000.00
11 DRY RIPRAP CL. A1 W/ LINING 20 TON $60.00 $1,200.00
12 SEEDING, FERTILIZER, LIME, & MULCH (1.1 AC) 1 LS $3,500.00 $3,500.00
13 CULVERT INLET PROTECTION 2 EA $250.00 $500.00
14 TEMP. SILT FENCE 1600 LF $3.00 $4,800.00
15 SIGNS 4 EA $200.00 $800.00
16 CROSSWALK 1 EA $2,000.00 $2,000.00
17 SAFETY RAILING 350 LF $20.00 $7,000.00
18 CONSTRUCTION ENTRANCE 2 EA $1,500.00 $3,000.00
$116,820.00
$128,502.00
ENGINEERING (PE) COSTS
1 $10,000.00
2 $4,000.00
3 $4,000.00
4 $7,500.00
$25,500.00
$142,320.00
Assumptions/Notes:
1. Environmental Services are not included and understand are not required.
2. Minimal Plans will include a plan, profile, title sheet, notes, details, E&S measures, drainage calculations,
and grading plan.
3. The trail will be constructed on Town property and no new right of way is required.
4. Stormwater management design is not included for quantity or quality.
5. Surveying is not included. Previous survey associated with the sanitary sewer improvements will be used.
6. Only two reviews by VDOT are provided for.
7. DBE requirements will not be required.
8. Bidding assitance includes preparing the advertisement, posting on our website (Town to post in newspaper),
conducting the pre-bid conference and bid opening, responsing to contractor questions and concerns,
recommending bids, and assiting with award and notice to proceed.
9. Construction contract administration is assumed to entail a 4 month construction project and includes
conducting the pre-construction conference, reviewing shop drawings, reviewing pay requests, one site visit
per month, up to 2 change orders if required, and project closeout inspection and documents.
PREPARE SPECIFICATIONS/CONTRACT DOCUMENTS/COST ESTIMATE
TOTAL ESTIMATED CONSTRUCTION COSTS
TOTAL ESTIMATED ENGINEERING COSTS (MINIMUM PLAN)
TOTAL ESTIMATED COSTS
PLAN DEVELOPMENT
CONSTRUCTION CONTRACT ADMINISTRATION
BIDDING ASSISTANCE
TOTAL ESTIMATED CONSTRUCTION COSTS with 10% CONTINGENCY
C:\Users\mcguire\Desktop\Tinker Creek Greenway Connector Estimate_2012_1011 Page 1
Engineer's Estimate of Probable Construction and PE Costs
Tinker Creek Greenway Connector along Glade Creek and Tinker Creek
(Approx. 1600 LF of 10' WIDE MULTI-USE PAVED TRAIL)
Date: October 11, 2012
CONSTRUCTION COSTS
ITEM ITEM DESCRIPTION QUANTITY UNIT UNIT PRICE AMOUNT
1 MOBILIZATION 1 LS $10,620.00 $10,620.00
2 CONSTRUCTION SURVEY 1 LS $3,500.00 $3,500.00
3 EARTHWORK 1 LS $15,000.00 $15,000.00
4 DITCH GRADING 1000 LF $5.00 $5,000.00
5 18" CONC. PIPE 40 LF $90.00 $3,600.00
6 18" END SECTION ES-1 4 EA $1,500.00 $6,000.00
7 LOWER SANITARY MANHOLE 5 VF $400.00 $2,000.00
8 SSMH COVER (WATERTIGHT) 1 EA $500.00 $500.00
9 AGGR. MATL. NO. 21B 660 TON $30.00 $19,800.00
10 2" ASPHALT CONCRETE TY. SM-9.5A (10' Wide) 200 TON $140.00 $28,000.00
11 DRY RIPRAP CL. A1 W/ LINING 20 TON $60.00 $1,200.00
12 SEEDING, FERTILIZER, LIME, & MULCH (1.1 AC) 1 LS $3,500.00 $3,500.00
13 CULVERT INLET PROTECTION 2 EA $250.00 $500.00
14 TEMP. SILT FENCE 1600 LF $3.00 $4,800.00
15 SIGNS 4 EA $200.00 $800.00
16 CROSSWALK 1 EA $2,000.00 $2,000.00
17 SAFETY RAILING 350 LF $20.00 $7,000.00
18 CONSTRUCTION ENTRANCE 2 EA $1,500.00 $3,000.00
$116,820.00
$128,502.00
ENGINEERING (PE) COSTS
1 $10,000.00
2 $4,000.00
3 $5,000.00
4 $4,000.00
5 $7,500.00
$30,500.00
$147,320.00
Assumptions/Notes:
1. Environmental Services assumes that a Programmatic Categorical Exclusion (PCE) will be required.
2. Minimal Plans will include a plan, profile, title sheet, notes, details, E&S measures, drainage calculations,
and grading plan.
3. The trail will be constructed on Town property and no new right of way is required.
4. Stormwater management design is not included for quantity or quality.
5. Surveying is not included. Previous survey associated with the sanitary sewer improvements will be used.
6. Only two reviews by VDOT are provided for.
7. DBE requirements will not be required.
8. Bidding assitance includes preparing the advertisement, posting on our website (Town to post in newspaper),
conducting the pre-bid conference and bid opening, responsing to contractor questions and concerns,
recommending bids, and assiting with award and notice to proceed.
9. Construction contract administration is assumed to entail a 4 month construction project and includes
conducting the pre-construction conference, reviewing shop drawings, reviewing pay requests, one site visit
per month, up to 2 change orders if required, and project closeout inspection and documents.
TOTAL ESTIMATED ENGINEERING COSTS (MINIMUM PLAN)
TOTAL ESTIMATED COSTS
ENVIRONMENTAL DOCUMENTATION
TOTAL ESTIMATED CONSTRUCTION COSTS
TOTAL ESTIMATED CONSTRUCTION COSTS with 10% CONTINGENCY
PLAN DEVELOPMENT
PREPARE SPECIFICATIONS/CONTRACT DOCUMENTS/COST ESTIMATE
BIDDING ASSISTANCE
CONSTRUCTION CONTRACT ADMINISTRATION
C:\Users\mcguire\Desktop\Tinker Creek Greenway Connector Estimate_2012_1011 Page 1
1
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON
TUESDAY, NOVEMBER 6, 2012, AT 7:00 P.M., IN THE COUNCIL CHAMBERS OF
THE VINTON MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD
STREET, VINTON, VIRGINIA
GLADE CREEK GREENWAY
A RESOLUTION authorizing the Town Manager for and on behalf of the Town of Vinton, to
file an application for allocation of Virginia Department of Transportation (VDOT) Fiscal Year
2013-14 Revenue Sharing Program funds; establishing a project title, setting forth the amount of
funds requested; setting forth the amount of in-kind matching costs that are part of the total
project cost; identifying beneficiaries; and authorizing the Town Manager to sign and submit all
appropriate information necessary to constitute a proposal for the use of VDOT funds.
WHEREAS, the Council of the Town of Vinton has been advised of the availability of the
Virginia Department of Transportation (VDOT) Fiscal Year 2013-14 Revenue
Sharing Program funds; and
WHEREAS, it is necessary to file an application to be considered for the allocation of the
VDOT funds.
NOW, THEREFORE, BE IT RESOLVED by the Council of the Town of Vinton, Virginia,
that:
1. The Town of Vinton wishes to apply for the VDOTFY 2013-14 Revenue Sharing
Program Funds in the amount of $75,000.
2. The project title is: Glade Creek Greenway.
3. The Council hereby authorizes that, if the Town receives VDOT Revenue Sharing
Program funding for this project:
(a) Fifty (50) % matching cost, donated by Novozymes Biologicals, Inc. under its
Citizymes Greenways Program Support and Town of Vinton fund will be
provided as a contribution to the project costs.
(b) The Town agrees to provide administrative services to manage the proposed
grant.
4. The proposed greenway will be a cooperative effort of the Town of Vinton, Novozymes
Biologicals, Inc., and Roanoke Valley Greenway Commission.
2
5. The proposed greenway will enable residents from the Town of Vinton, to use the paved
greenway for bicycle and pedestrian access to Walnut Avenue, Virginia Avenue and the
City of Roanoke’s Tinker Creek Greenway, as well as for alternative transportation and
recreation uses.
6. Once this greenway is completed, it will enable Town residents from the adjoining
subdivisions to bike and walk from their neighborhood to Vinton Downtown, Walnut
Avenue, Virginia Avenue, and to the existing City of Roanoke’s Tinker Creek Greenway.
7. That the Town Manager be, and is hereby authorized and directed to sign and submit all
appropriate applications and information necessary to constitute a proposal for the Town
of Vinton to receive VDOT Revenue Sharing Program funds.
8. That a duly attested copy of this Resolution be affixed to the application for VDOT
Revenue Sharing Program funds.
This Resolution adopted on motion made by Council Member _____________ and seconded by
Council Member ________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
___________________________________
Bradley E. Grose, Mayor
ATTEST:
_____________________________
Susan N. Johnson, Town Clerk
Meeting Date
October 16, 2012
Department
Town Manager
Issue
Update on VDOT funding for the Walnut Avenue Bridge project
Summary
The Town Manager will brief Council on this issue.
Attachments
None
Recommendations
No action required
Town Council
Agenda Summary