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HomeMy WebLinkAboutAPRIL 28, 2020 AGENDA - SPECIAL MEETING CITY OF VIRGINIA BEACH "COMMUNITY FOR A LIFETIME" CITY COUNCIL `Nw. cH MAYOR ROBERT Ad BOBBY DYER At Large VICE MAYOR JAMES L. WOOD.Ly A t-DVMn5 o4/I �i, JESSICA P.ABBOTT Kempry ll District 2 I� MICHAEL F BERLUCCHI.RoseHall District 3 UUUb BARBARA Al.HENLEY.PrincessAnne-Di trit 7 LOUIS R.JONES Bay side-District 4 JOHND MOSS.At Large AARON R.ROUSE.At Large o.. GUYK TOWER.Beach-District 6 ROSEMARY WILSON.At Large CITY HALL BUILDING SABRINA D.WOOTEN Centerville-District 1 2401 COURTHOUSE DRIVE CITY COUNCIL APPOINTEES VIRGINIA BEACH, VIRGINIA 23456-9005 ACTING CITY MANAGER-THOMASM LEAHY PHONE:(757)385-4303 CITY ATTORNEY-MARK D.STILES FAX(757)385-5669 CITY ASSESSOR-RONALD D.AGNOR CITY COUNCIL AGENDA E-MAIL:CITYCOUNCIL@vbgov.com CITY AUDITOR-LYNDON S.REMIAS SPECIAL MEETING CITY CLERK-AMANDA BARNES BY ELECTRONIC COMMUNICATION MEANS APRIL 28, 2020 MAYOR ROBERT M."BOBBY" DYER PRESIDING I. SPECIAL MEETING BY ELECTRONIC COMMUNICATION MEANS 5:30 PM in accordance with Virginia Code §2.2-3708.2(A)(3) A. CALL TO ORDER—Mayor Robert M. "Bobby" Dyer 1. READING OF THE MAYOR'S CALL FOR SPECIAL MEETING B. ROLL CALL OF CITY COUNCIL II. CITY MANAGER'S BRIEFINGS A. COVID-19 UPDATE Dr. Demetria Lindsay,Director—Virginia Beach Health Department Erin Sutton, Director—Emergency Communications B. COVID-19 FEDERAL AND STATE FUNDING HOUSING ASSISTANCE Ronald H. Williams,Jr., Deputy City Manager III. PUBLIC HEARING 6:00 PM • REAL ESTATE TAX ASSESSMENT RATE IV. ORDINANCES/RESOLUTIONS I. Ordinance to ACCEPT and APPROPRIATE $2,097,883 from the Cares Act Funding and $89,577 from the Virginia Department of Housing and Community Development to the FY2019-20 Department of Housing and Neighborhood Preservation re COVID-l9 relief measures 2. Ordinance to AMEND the Calendar Year 2020 Tax Levy on Personal Property and Machinery and Tools re personal property owned or leased by a Member of Volunteer Emergency Services or Volunteer Fire Department 3. Ordinance to ADD a Small Business Emergency Assistance Program to the Economic Development Investment Program (EDIP)Policy re COVID-I9 Pandemic 4. Resolution to APPROVE the 2020 Plan of Financing with the Virginia Beach Development Authority (VBDA) not to EXCEED $240-Million, APPROVE certain documents prepared in connection with such financing and AUTHORIZE the execution and delivery of same V. ADJOURNMENT 18. G0A BFA City of Vi rgim a Beach q9 ` � �6 8 Op OUR ow %TBgo%.COIII ROBERT M."BOBBY"DYER MUNICIPAL CENTER MAYOR 2401CCOURTGHOUSE DROOM IVE VIRGINIA BEACH,VA 234569000 (757)395-4581 April 23, 2020 FAX(757)3865699 BDYER®VBGO COM HONORABLE MEMBERS OF CITY COUNCIL On March 12, 2020, Governor Northam declared a state of emergency due to COVID-19. Because of the catastrophic nature of the declared emergency, it is impracticable and unsafe to assemble a quorum of the City Council in a single location. In accordance with the Virginia Beach City Code Section 2-21, Virginia Code§ 2.2-3708.2(A)(3), Virginia Code § 15.2-1413 and the City's Continuity of Government Ordinance adopted on March 31, 2020, and Chapter 854 of the 2019 Acts of Assembly as amended, and by the authority vested in me as Mayor of the City of Virginia Beach, I hereby call for a SPECIAL MEETING BY ELECTRONIC COMMUNICATION MEANS of the VIRGINIA BEACH CITY COUNCIL Tuesday,April 28, 2020 5:30 P.M. In accordance with Virginia Code § 2.2-3708.2(A)(3), this SPECIAL MEETING BY ELECTRONIC COMMUNICATION MEANS will be held virtually with Council Members participating via video/audio conference. The purpose of this SPECIAL MEETING is for the City Council to receive briefings regarding COVID-19 UPDATE and COVID-19 FEDERAL AND STATE FUNDING HOUSING ASSISTANCE, hold a PUBLIC HEARING to obtain public input regarding the REAL ESTATE TAX ASSESSMENT RATE, as well as consider the items listed on the printed agenda. This Special Meeting will be broadcast on cable tv, www.vbgov.com and Facebook Live. Citizens are encouraged to submit their comments to the City Council prior to the Special Meeting via email at CitvCouncil@vbgov.com. Should a citizen wish to make comments during the Special Meeting regarding the REAL ESTATE TAX ASSESSMENT RATE, staff will attempt to facilitate real-time citizen participation in the Special Meeting for those citizens who register at h ttps://vbgov.webex.com/vbgov/onstage/g.php?MTID=e9e996de65fa8cd 1 d 1 d2b84cc 1 9537222 In addition to registration, any citizen wishing to make comments during the Special Meeting regarding the REAL ESTATE TAX ASSESSMENT RATE must also register with the City Clerk's Office by calling(757) 385-4303 or via email at ABarnesna,vbgov.com prior to 5:30 p.m., April 28, 2020. Sincerely, E4t-OpK-c/ Robert M. Dyer Mayor Cc: City Manager City Attorney City Clerk Deputy City Managers FOIA Officer Communications Office fn s. NOTICE OF PROPOSED REAL PROPERTY TAX INCREASE Tax Increase Caused by Increase In Annual Assessment The City of Virginia Beach proposes to increase property tax levies. 1. Assessment Increase: Total assessed value of real Properly, excluding additional assessments due to new construction or improvements to property,exceeds last year's total assessed value of real property by 2.58 percent 2. Lowered Rate Necessaryto Offset Increased Assessment The tax rate which would levy the same amount of real estate tax as last year,when multiplied by the new total assessed value of real estate with the exclusions mentioned above, would be $0.9919 per $100 of assessed value. This rate will be known as the'lowered tax rate.' 3. Effective Rate Increase: The City of Virginia Beach n^ proposes to adopt a tax rate of$1.0175 per$100 of 1/V�N-'rr►✓ assessed value. The difference between the lowered tax rate and the proposed rate would be$0.0256 per$100, or 2.58 percent This difference will be known as the 'effective tax rate increase.' Individual property taxes may, however, increase at a percentage greater than or less than the above percentage. 4. Proposed Total Budget Increase: Based on the proposed real property tax rate and changes in other revenues,the total budget of the City of Virginia Beach will exceed last year's by 3.1 percent A Public Hearing on the effective rate increase will be held on Tuesday, April 28, 2020 at 6:00 p.m. at the Virginia Beach Convention Center, 1000 19th Street, Virginia Beach, Virginia 23451. This hearing is open to the public,and all interested citizens will have an opportunity to be heard.Individuals desiring to provide written comments may do so by contacting the City Clerk's office at 385-4303. If you are physically disabled or visual&Impaired and need assistance at this meeting please call the CITY CLERK'S OFFICE at 3854303;hearing impaired,call TDD- 711. Amanda Barnes,MMC City Clerk BEACON: Sunday,March 29,2020 EP lit L-N CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: An Ordinance to Accept and Appropriate CARES Act Funding and State Funding to the FY 2019-20 Operating Budget of the Department of Housing and Neighborhood Preservation for COVID-19 Relief Measures and to Approve a Plan for Use of CARES Act Funding MEETING DATE: April 28, 2020 • Background: The Federal government has notified the City that it will receive funds for three programs through the CARES Act: $1,209,508 for the Community Development Block Grant (CDBG); $606,131 for the Emergency Solutions Grant(ESC); and $282,244 for the Housing Opportunities for People with AIDS(HOPWA). This funding will assist with responding to and recovering from the COVID-19 public health emergency. The CDBG and ESG funds are for use in Virginia Beach, while the HOPWA funds are for use throughout the eligible Metro Statistical Area, as Virginia Beach is the administrator for regional HOPWA funding. In addition, the Commonwealth has also provided $89,577 to help shelter persons experiencing homelessness during the COVID-19 emergency within the City of Virginia Beach. • Considerations: The Department of Housing and Neighborhood Preservation (DHNP) proposes to use these funds for the purposes and programs specified in the attached award letters. These funds are necessary to help people experiencing homelessness and for the significant number of households that will have difficulty affording their housing due to job loss or reduced income during this crisis. In addition to the approval of the federal and state funding, the attached ordinance incorporates by reference the DHNP plan for use of CARES Act funds. This plan has been posted on www.vbgov.com and circulated to the Council in its Friday Package. • Public Information: For the CARES Act funds, the City is required to obtain public input through electronic means and provide five days' notice to the public. An advertisement placed in The Virginian-Pilot on April 17th, 2020 solicited this input. The public can comment to the City Council directly by sending comments to citycouncil@vbgov.com, comment to the Department of Housing and Neighborhood Preservation by emailing cwalters@vbgov.com, or provide comment using the survey of housing needs found at www.publicinput.com/COVID19ResidentNeeds. This item also will be publicized using the Special Meeting notice for the April 28, 2020, Council meeting. • Recommendation: Approve the attached ordinance. • Attachments: Ordinance; Exhibit A (CARES Act Funding Plan) Recommended Action: Approval Submitting Department/Agency: Housing and Neighborhood Preservation City Manager: [, 1 AN ORDINANCE TO ACCEPT AND APPROPRIATE 2 CARES ACT FUNDING AND STATE FUNDING TO 3 THE FY 2019-20 OPERATING BUDGET OF THE 4 DEPARTMENT OF HOUSING AND NEIGHBORHOOD 5 PRESERVATION FOR COVID-19 RELIEF MEASURES 6 AND TO APPROVE A PLAN FOR USE OF CARES ACT 7 FUNDING 8 9 WHEREAS, an advertisement was placed in The Virginian-Pilot on April 17, 2020, 10 to solicit public input upon the proposed use of CARES Act funding, and consistent with 11 the requirements of the CARES Act, such public input was received through electronic 12 means; 13 14 NOW THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF 15 VIRGINIA BEACH, VIRGINIA THAT: 16 17 The following adjustments are made in the Department of Housing and 18 Neighborhood Preservation's FY 2019-20 Operating Budget: 19 20 1) $1,209,508 is hereby accepted from the U.S. Department of Housing and 21 Urban Development (HUD) and appropriated, with federal revenue increased 22 accordingly, to the Community Development Block Grant program; 23 2) $606,131 is hereby accepted from HUD and appropriated, with federal 24 revenue increased accordingly, to the Emergency Solutions Grant program; 25 3) $282,244 is hereby accepted from HUD and appropriated, with federal 26 revenue increased accordingly, to the Housing Opportunities for People with 27 AIDS program; and 28 4) $89,577 is hereby accepted from the Virginia Department of Housing and 29 Community Development and appropriated, with State revenues increased 30 accordingly, to help shelter persons experiencing homelessness during the 31 COVID-19 emergency within the City of Virginia Beach. 32 33 BE IT FURTHER ORDAINED THAT: 34 35 The City Council hereby approves the plan for use of CARES Act funds, which is 36 attached hereto as Exhibit A. 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N CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: An Ordinance to Set the Tax Rate for Certain Personal Property Owned by a Member of Volunteer Emergency Medical Services Personnel or a Member of a Volunteer Fire Department MEETING DATE: April 28, 2020 • Background: The FY2019-20 Budget included an ordinance to levy personal property taxes, and this levy did not separately provide a rate for a subclassification of personal property authorized by § 58.1-3506(A)(15) of the Virginia Code. Section 58.1- 3506(A)(15) separately classifies motor vehicles (i) owned by members of a volunteer emergency medical services agency or a member of a volunteer fire department or (ii) leased by volunteer emergency medical services personnel or a member of a volunteer fire department if the volunteer is obligated by the terms of the lease to pay tangible personal property tax on the motor vehicle. This classification is limited to one vehicle per member, and the vehicle must be registered in the name of the volunteer EMS member. The member must be an active volunteer during the billing year, currently in good standing, and volunteer at least 80% of their hourly duty commitment. EMS volunteers serve on the front lines of the COVID-19 response. They do so without being paid. They share the same risks as career medical services providers, including the virus threat. The Council desires to separately classify the property that qualifies for separate tax treatment in § 58.1-3506(A)(15) in recognition for the work of EMS volunteers and the sacrifices made by such volunteers in furtherance of the general welfare of the residents of the City. • Considerations: The attached ordinance provide a rate of one millionth of a cent per $100 of assessed value for one vehicle owned by a member of a volunteer EMS company or volunteer fire department. The ordinance allows EMS volunteers additional time to file the required documentation with the Commissioner of the Revenue. This rate will apply the calendar year 2020 only. Council could extend the rate to another year, but such action would require a subsequent ordinance. For Calendar Year 2020, which is billed and collected in Fiscal Year 2019-20, the offset requirement is $60,000. The ordinance provides this offset from vacancy savings in the Department of Public Works. This estimate was created with the assistance of the Commissioner of the Revenue and the Department of Budget and Management Services. Page 2 of 2 • Public Information: This meeting will be conducted virtually in accordance with § 2.2-3708.2(A)(3). Citizens are encouraged to send their comments on this item to the City Council prior to the meeting via email at CitvCouncilAvboov.com. • Recommendations: Adopt the attached ordinance. • Attachments: Ordinance REQUESTED BY COUNCILMEMBER BERLUCCHI REQUESTED BY COUNCILMEMBER BERLUCCHI 1 AN ORDINANCE TO SET THE TAX RATE FOR 2 CERTAIN PERSONAL PROPERTY OWNED BY A 3 MEMBER OF VOLUNTEER EMERGENCY MEDICAL 4 SERVICES PERSONNEL OR A MEMBER OF A 5 VOLUNTEER FIRE DEPARTMENT 6 7 WHEREAS, the FY2019-20 Budget included an ordinance to levy personal 8 property taxes; 9 10 WHEREAS, the FY2019-20 Personal Property Levy did not separately classify 11 motor vehicles(i) owned by members of a volunteer emergency medical services agency 12 or a member of a volunteer fire department or(ii) leased by volunteer emergency medical 13 services personnel or a member of a volunteer fire department if the volunteer is obligated 14 by the terms of the lease to pay tangible personal property tax on the motor vehicle; 15 16 WHEREAS, the statutory authorization to separately classify the motor vehicles 17 described in the preceding recital is § 58.1-3506(A)(15), and the tax classification is 18 limited to one vehicle per member; 19 20 WHEREAS, to qualify for the tax treatment authorized in § 58.1-3506(A)(15) a 21 member is required to regularly respond to emergency calls, and the Council believes 22 such designation may be obtained if the member has completed at least 80% of their 23 hourly duty commitment; 24 25 WHEREAS, the Council desires to separately classify the property that qualifies 26 for separate tax treatment in § 58.1-3506(A)(15) in recognition for the work of EMS 27 volunteers and the sacrifices made by such volunteers in furtherance of the general 28 welfare of the residents of the City; 29 30 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY 31 OF VIRGINIA BEACH, VIRGINIA, THAT: 32 33 1. The Calendar Year 2020 Tax Levy on Personal Property and Machinery and Tools 34 is hereby amended to add a new Section 16 to read as follows: 35 36 Sec. 16. Amount of Levy on EMS Volunteer Motor Vehicles. 37 There shall be levied and collected for general purposes for the calendar year 2020 38 taxes on motor vehicles that meet the ownership and tax burden requirements set 39 forth in § 58.1-3506(A)(15) at the rate of one millionth of one cent ($.000001) on 40 each one hundred dollars ($100) of assessed valuation thereof. Such property 41 declared a separate class of tangible personal property in & 58.1-3506(A)(15) and 42 is limited to one motor vehicle per member. The member is required to regularly 43 respond to emergency calls, and the Council believes such designation may be 44 obtained if the member has completed at least 80% of their hourly duty 45 commitment. Such property shall be subject to the certification of the applicable 46 chief of the volunteer emergency medical services agency or volunteer fire 47 department, and if the owner or lessee discontinues active volunteer participation 48 in the activities of such volunteer emergency medical services agency or volunteer 49 fire department, the applicable chief shall forthwith provide the Commissioner of 50 the Revenue of such change in status, which shall result in the Commissioner of 51 the Revenue issuing a prorated tax assessment in accordance with the taxation of 52 motor vehicles. 53 54 2. Notwithstanding the deadlines set forth in § 58.1-3506(A)(15), the Commissioner 55 of the Revenue may process certifications from the date of adoption until June 30 56 for calendar year 2020. 57 58 3. To provide offsets in Fiscal Year 2019-20 for the reduced revenues from the 59 change provided by this Ordinance, the Council reduces revenue from personal 60 property in the amount of$60,000 and offsets such amount with vacancy savings 61 in the Department Public Works. 62 63 4. The effective date of this ordinance is January 1, 2020. Adopted by the City Council of the City of Virginia Beach, Virginia, on this day of , 2020. APPROVED AS TO LEGAL SUFFICIENCY: t1A tJ , City Attorney's Office CA15046 R-4 April 14, 2020 CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: An Ordinance to Add a Small Business Emergency Assistance Program Section to the Economic Development Investment Program Policy During the COVID-19 Pandemic MEETING DATE: April 28, 2020 • Background: On March 13, 2020, the City Manager of the City of Virginia Beach (the "City") declared a local emergency during the current COVID-19 Pandemic (the "Local Emergency"). On March 23, 2020 Virginia Governor Northam issued Executive Order 53 which ordered the temporary closure of many businesses in the Commonwealth. The limitations on gatherings of persons and closures of businesses have brought certain portions of the local economy to a halt, which has resulted in numerous layoffs and financial hardships throughout the City's business community. The mission of the City of Virginia Beach Development Authority (the "VBDA") is to promote and encourage economic development. The City Council has adopted a policy for the VBDA to promote investment, reinvestment, and workforce development, known as the Economic Development Investment Program (the "EDIP"). To fund the EDIP, City Council has made annual appropriations to the VBDA with such funds to be used in a manner consistent with the EDIP policy. The VBDA is authorized by statute to make EDIP grants to businesses in furtherance of its mission. The City Council has received input from various constituencies regarding the acute negative impacts the Local Emergency has had to the City's business community. Local businesses are not actively investing and reinvesting in capital improvements, which has created capacity to use EDIP funds for other purposes. In an effort to stabilize small businesses in the City, the City Council desires to amend the EDIP policy to temporarily allow the VBDA to make emergency assistance grants to small businesses impacted by the COVID-19 Pandemic for the duration of the Local Emergency. • Considerations: The emergency assistance program funds would further the VBDA's public purpose to promote trade, industry and economic development for local small businesses. A copy of the proposed Part E of the EDIP policy is attached to the Ordinance as Exhibit A. EDIP funds in the amount of $1,500,000, previously appropriated to the VBDA, would be utilized to establish and manage a small business emergency assistance program as contemplated by Part E of the EDIP policy to provide rent assistance, utility assistance, and general business assistance. A monthly report would be submitted to City Council to document any use of EDIP funds for this purpose. ■ Public Information: Public notice via the normal City Council agenda process. • Alternatives: Approve the Ordinance as presented, deny the Ordinance, or make changes to the proposed Part E of the EDIP Policy. • Recommendations: Approval. • Attachments: Ordinance (with Exhibit A attached) Recommended Action: Approval Submitting Department/Agency: Economic Development City Manager: 1 AN ORDINANCE TO ADD A SMALL BUSINESS 2 EMERGENCY ASSISTANCE PROGRAM 3 SECTION TO THE ECONOMIC DEVELOPMENT 4 INVESTMENT PROGRAM POLICY DURING THE 5 COVID-19 PANDEMIC 6 7 WHEREAS, the City Manager has declared a local emergency during the current 8 COVID-19 Pandemic (the "Local Emergency"); 9 10 WHEREAS, the limitations on gatherings of persons have brought certain portions 11 of the local economy to a halt, which has resulted in numerous layoffs and financial 12 hardships throughout the business community; 13 14 WHEREAS, the City Council has adopted a policy for the City of Virginia Beach 15 Development Authority (the"VBDA")to promote investment, reinvestment, and workforce 16 development, known as the Economic Development Investment Program (the "EDIP"); 17 18 WHEREAS, to fund the EDIP, City Council has made annual appropriations to the 19 VBDA with such funds to be used in a manner consistent with the EDIP policy; 20 21 WHEREAS, the business community is not actively investing and reinvesting in 22 capital improvements during this crisis, which has created capacity to use EDIP funds for 23 other purposes; 24 25 WHEREAS, the statutory authority of the VBDA includes as a public purpose the 26 promotion and encouragement of economic development; 27 28 WHEREAS, the VBDA is authorized by statute to make EDIP grants to businesses 29 in furtherance of its mission; 30 31 WHEREAS, the City Council has received input from various constituencies 32 regarding the acute impacts to the City's business community; 33 34 WHEREAS, in an effort to stabilize small businesses in the City of Virginia Beach, 35 the City Council desires to amend the EDIP policy to temporarily allow the VBDA to make 36 emergency assistance grants to small businesses impacted by the COVID-19 Pandemic 37 for the duration of the Local Emergency. 38 39 NOW, THEREFORE, BE IT ORDAINED, BY THE CITY COUNCIL OF THE CITY 40 OF VIRGINIA BEACH, VIRGINIA THAT: 41 42 For the duration of the Local Emergency, the City Council enacts the following 43 temporary changes to the EDIP policy: 44 1. Part E, a copy of which is attached hereto as Exhibit A, and incorporated 45 herein, is hereby added; 46 47 2. The emergency business assistance program funds shall further the VBDA's 48 public purpose to promote trade, industry and economic development for local small 49 businesses; 50 51 3. The City Council hereby directs that $1,500,000 of funds previously 52 appropriated to the VBDA for EDIP grants be utilized to establish and manage a small 53 business emergency assistance program as contemplated by Part E of the EDIP policy 54 to provide rent assistance, utility assistance, and general business assistance; and 55 56 4. The VBDA shall make monthly reports to the City Council to document any 57 use of EDIP funds for this purpose. Adopted by the City Council of the City of Virginia Beach, Virginia, on this day of , 2020. APPRO D AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: Department of Econo evelopment City Attorney's Office CA14860 cwsenkdnaVppdebvrcaNnIOOSOft\wIn4W$VnetcachetcontenkWllOdt,WOOfIkpt00828433{002)em R-2 April 22, 2020 4-8-20 EXHIBIT A PART E: POLICY AND PROCEDURE FOR THE PROVISIONS OF EDIP FUNDS FOR A TEMPORARY SMALL BUSINESS RENT ASSISTANCE PROGRAM RELATED TO THE COVID-19 PANDEMIC: 1. Purpose and Intent: As of March 13,2020,the City Manager has declared a local emergency during the COVID-19 Pandemic (the "Local Emergency"). Many small businesses have suffered severe and sudden drops in revenue due to the restrictions put in place during the Local Emergency, including those mandated by the Commonwealth of Virginia. As a result,those businesses will be unable to make rent payments, utility payments and other recurring business expenses for their places of operation without risk of laying off employees. Also,the City is aware of possible general business expenses that are connected to the Local Emergency,which may not be eligible for other relief programs. These additional burdens could lead to evictions or the inability of the small business to recover and continue operations once the Local Emergency has passed. A purpose of the Authority it to promote small business, and as such, this Part E of the EDIP is intended to allow the Authority to contribute to the economic health of the City and Commonwealth by providing small business rent assistance grants (the "Grants") as set forth below. 2. Qualifying Businesses: To qualify, a business must be able to demonstrate the following: a. It is a small business with fewer than 500 employees; b. It has operated in the City of Virginia Beach for at least 1 year(12 months); c. It continues to operate during the Local Emergency, or was ordered closed by Governor Northam's Executive Order 53 issued on March 23, 2020; d. The COVID-19 Pandemic has caused a major disruption to the revenues of the business so that the business will be unable to continue generating sufficient revenue to make rent payments, utility payments, or to meet its other obligations without reducing the number of employees. e. The business is operated in a leased space and the landlord is not a related entity to the owner or owners of the business; and f. The business agrees that it will forestall any reduction in its workforce during the grant period as defined in Section 3. 3. Size and Duration of Grants: City Council has authorized the use of$1,500,000 of EDIP funds for the Grants. Each Grant shall not exceed the lesser of(i) identified rent, utility, and other business expenses related to the COVID-19 Pandemic, or(ii) $10,000. 4. Application Process and Representations by Business: A business seeking a Grant shall submit (i) an application and (ii) a Disclosure Statement Form (a copy of each are attached hereto) by mail to: Dept. of Economic Development, Attn: Director, 4525 Main Street, Suite 700, Virginia Beach,Virginia 23462 or by email: ccdevrrilvbgov.com before June 30, 2020. In the application,the business will make the following affirmations and representations: a. A statement of the impact to its operations due to the Local Emergency; b. That due to the Local Emergency, it cannot generate sufficient revenue to pay its rent,utilities, and/or other business obligations; 1 4-8-20 EXHIBIT A c. Receipt of the Grant will allow it to continue operations and forestall any reductions in employees; d. That its landlord has agreed to waive all late fees, interest and/or penalties attributable to rent paid via the Grant; and e. That there is a valid lease in place (applicant shall provide a copy of its current lease to establish the amount of the Grant) or other written binding obligation for which the business seeks assistance. 5. Criteria for Grants: The Authority will review and consider all applications. Priority shall be given to those businesses that are most likely to return to normal operations after the expiration of the Local Emergency, in the sole judgment of the Authority. Consideration will also be given to the retention of employees during the Local Emergency. 6. Selection Process: The Chair shall designate City staff to review all applications and make recommendations to the Authority for distributions of the Grants. Each Grant recommended for approval shall be voted on by the Authority at one of its regular or special meetings. 7. Authority Findings: Prior to approving a Grant, the Authority shall make the following findings: a. That the applicant qualifies under the requirements of Paragraph 2 of this Part E; b. That the animating purpose of the proposed provision of EDIP funds for the Grant is the public purpose of promoting economic development and retaining business and employment opportunities in the City of Virginia Beach; c. That the expenditure of such funds will only incidentally enure to private interests, if at all; d. That the proposed provision of funds for the Grant is in furtherance of the purposes for which the Authority was created; e. That without the Grant it is unlikely the applicant would be able to continue its operations in the City at its current level; and f. That the continued operations of the business will be beneficial to recovery of the local economy after the expiration of the Local Emergency. 8. Authority Approval of Grants: Approval by the Authority of the provision of a Grant to a specific business,pursuant to this Part E, shall be in the form of a resolution which shall include the following information: a. The name of the applicant; b. The location and brief description of the applicant's business; c. The amount of the Grant; d. The timeframe for which the Grant will be used to provide rental assistance; and e. A statement that the findings set forth in Paragraph 7 of this Part E have been met. f. A single resolution may be adopted to approve multiple Grants so long as the above information is included for each recipient in that resolution. 2 4-8-20 EXHIBIT A 9. Delegation to the Authority's Chair ,Vice Chair, or Treasurer : Due to the difficulty of obtaining a quorum for a meeting of the Authority, the Authority has delegated the authority to approve a Grant required by Section 8, supra, to the Chair, Vice Chair or Treasurer provided the same information is included in the approval subject to this delegation. Any such approval shall be posted on the VBDA website and provided electronically to all the VBDA Commissioners, and payout shall be delayed for two business days prior to payout. Should any two commissioners make written objection to the award pursuant to this delegation, such Grant shall be delayed until such time as the Authority is able to meet and obtain a quorum. In the event the subject of this delegation cannot participate in a transaction because of the Virginia Conflicts of Interest Act, the appropriate statement of disqualification shall be filed with the Authority's clerk. 10. Grant Payouts: After approval by the Authority,the Grants shall be made payable jointly to the business and the landlord, and shall only be made after the landlord has agreed, in writing, to accept the Grant as rent and to waive all late fees, interest and/or penalties associated with the time-frame covered by the Grant. If the Grant does not concern a lease,the business shall provide sufficient documentation as to the ultimate recipient of Grant funds. 3 CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: Resolution Approving the 2020 Plan of Financing with the City of Virginia Beach Development Authority not to Exceed $240 Million, Approving Certain Documents Prepared in Connection with Such Financing and Authorizing the Execution and Delivery of the Same MEETING DATE: April 28, 2020 ■ Background: City Council through the Capital Improvement Program (CIP) has previously authorized the financing of various public facilities with the utilization of Public Facility Revenue Bonds (PFRB) through the City of Virginia Beach Development Authority (VBDA). On eleven occasions — 2002, 2003, 2005, 2007, 2010, 2012, 2013, 2014, 2015, 2016 and 2018 — the VBDA has issued bonds for such projects as the Convention Center, Sandler Center, Town Center Garages, Aquarium Parking, and various other City and Schools capital projects. This request includes both "new-money" and a current refunding. Following IRS regulations, the new-money bond proceeds will reimburse previous expenditures for City and Schools authorized projects in the CIP and may include expenditures for City and Schools capital projects in the CIP under construction for which Council previously appropriated funding. The seventeen new- money projects totaling $186.7 million are listed in Exhibit B of the Draft Tenth Supplemental Support Agreement, an attachment to this Item. This Resolution authorizes up to $200 million in the event of unforeseen market conditions. In addition to the new money sale, the Department of Finance and the City's Financial Advisor recommend that the City issue refunding bonds of up to $40 million to save on the costs of future debt service. The current interest rate environment allows the possibility of refunding portions of the tax exempt 2010B and 2010C PFRBs totaling $37.7 million and issue refunding bonds at a significant debt service savings. The exact amount and coupons of the issue to be refunded will be determined at a time closer to the sale date. • Considerations: The VBDA will be asked to approve a resolution authorizing the issuance and sale of this debt upon Council's approval of the attached resolution. As with the previous series, the 2020 series will be issued under the Master Agreement of Trust with an Eleventh Supplemental Agreement. Under the plan of financing, a Tenth Supplemental Support Agreement between VBDA and the City will outline the City's annual payments to VBDA in amounts sufficient to pay the debt service on the bonds. Given the fluidity of conditions in the municipal bond market due to the impacts of the coronavirus pandemic, the new-money bonds and refunding bonds may be sold by competitive bid, negotiated sale to one or more underwriters, or private placement as the City Manager may determine in consultation with the Financial Advisor, with the actions of the City Manager being conclusive, provided, the 2020 Series Bonds shall have a true interest cost not to exceed 4.25% with respect to the new money bonds and 3.25% with respect to the refunding bonds. The final terms of the bond sale will be reported to City Council shortly after pricing. • Public Information: Public information will be handled through the normal Council agenda process. Additionally, the Resolution authorizes a distribution of the Preliminary Official Statement for marketing purposes. • Alternatives: This request follows previously approved funding sources in previous Capital Budgets. Because the City will issue this debt on a reimbursement and forward payment basis, an alternative funding source would be required if the use of PFRB financing is not approved, and there are no alternative funding sources at this time. • Recommendation: Adopt the attached resolution • Attachments: Resolution; Draft of Eleventh Supplemental Trust Agreement; and Draft of Tenth Supplemental Support Agreement with Project List Recommended Action: Approval Submitting Department/Agency: Finance Department AK City Manager: RESOLUTION APPROVING A PLAN OF FINANCING WITH THE CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, APPROVING CERTAIN DOCUMENTS PREPARED IN CONNECTION WITH SUCH FINANCING AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE SAME WHEREAS, the City of Virginia Beach, Virginia (the "City") desires to undertake, in connection with the City of Virginia Beach Development Authority (the "Authority"), the financing from time to time of projects for the acquisition, construction, renewal, upgrade, replacement and other improvements for various public facilities and equipment, including projects for public buildings and structures; public school facilities; public streets and roads and related infrastructure; computer and information technology systems; energy management and heating ventilation and cooling systems; communications systems and related hardware and software; public parks and other recreational facilities; and funding for strategic growth area programs (collectively, the"2020 Projects"); and WHEREAS, the City further desires to achieve debt service savings by refinancing certain of the Public Facility Refunding Revenue Bonds, Series 2010B and Series 2010C (collectively, the "Prior Bonds") previously issued by the Authority on behalf of the City to refinance certain of the Public Facility Revenue Bonds, Series 2002A, 2003A, 2005A and 2007A which had been previously issued by the Authority on behalf of the City to finance various public facilities; and WHEREAS, the Authority, pursuant to Chapter 643 of the Virginia Acts of Assembly of 1964, as amended (the "Act"), under which it is created, is authorized to acquire, improve, maintain, equip, own, lease and dispose of"Authority facilities," as defined in the act, to finance or refinance such facilities, to issue its revenue bonds, notes and other obligations from time to time for such purposes and to pledge all or any part of its assets, whether then owned or thereafter acquired, as security for the payment of the principal of and interest on any such obligations; and WHEREAS, in furtherance of the purposes of the Act, the City requests the Authority's assistance through the issuance of its Public Facility Revenue Bonds, Series 2020A in the maximum principal amount of$200,000,000 (the "Series 2020A Bonds") and its Public Facility Refunding Revenue Bonds, Series 2020B in the maximum principal amount of$40,000,000 (the "Series 2020B Bonds" and collectively with the Series 2020A Bonds, the "Series 2020 Bonds") in financing the 2020 Projects, refinancing all or a portion of the Prior Bonds and paying costs of issuing the Series 2020 Bonds; and WHEREAS, there have been provided or made available to City Council of the City(the "City Council") drafts of the following documents (the "Documents"), proposed in connection with the undertaking of the 2020 Projects, the refunding of the Prior Bonds and the issuance and sale of the Series 2020 Bonds, which Documents will be provided to the Authority in connection with the approval requested of the Authority: 4820-2487-9283 4 (a) Eleventh Supplemental Agreement of Trust draft, to be dated the first day of the month of its execution and delivery (the "Eleventh Supplemental Agreement"), supplementing the Agreement of Trust dated as of September I, 2003, as previously supplemented, including the form of the Series 2020 Bonds (collectively, the "Trust Agreement"), all between the Authority and U.S. Bank National Association (successor to Wachovia Bank, National Association), as successor trustee (the "Trustee"), pursuant to which the Series 2020 Bonds are to be issued and which is to be acknowledged and consented to by the City; (b) Tenth Supplemental Support Agreement draft, to be dated the first day of the month of its execution and delivery, supplementing and amending the Support Agreement dated as of September 1, 2003, as previously supplemented and amended (the "Support Agreement"), all between the Authority and the City pursuant to which the City will make annual payments to the Authority in amounts sufficient to pay the principal of and interest on the Series 2020 Bonds; (c) Preliminary Official Statement draft of the Authority, to be dated the date of its public distribution, relating to the public offering of the Series 2020 Bonds (the Preliminary Official Statement"); and (d) Continuing Disclosure Agreement draft, to be dated the first day of the month of its execution and delivery, the form of which is appended to the Preliminary Official Statement, pursuant to which the City agrees to undertake certain continuing disclosure obligations with respect to the Series 2020 Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VIRGINIA BEACH, VIRGINIA: 1. The following plan for financing the 2020 Projects and refunding the Prior Bonds is hereby approved. (a) The Authority will issue the Series 2020 Bonds in a maximum aggregate principal amount not to exceed $240,000,000, of which not more than $200,000,000 will be used for the 2020 Projects and not more than $40,000,000 will be used for refunding the Prior Bonds. The Authority will use the proceeds of the Series 2020 Bonds to finance the costs of the 2020 Projects, to refund the Prior Bonds within the limitations set forth in paragraph (b) and Section 4 below and at the election of the City Manager to pay all or a portion of the costs of issuance of the Series 2020 Bonds. Pursuant to the Support Agreement, the City will make Annual Payments and Additional Payments (as each is defined in the Support Agreement) to the Authority in amounts sufficient to amortize the Series 2020 Bonds and to pay the fees or expenses of the Authority and the Trustee. The obligation of the Authority to pay principal of and premium, if any, and interest on the Series 2020 Bonds will be limited to Annual Payments and Additional Payments received from the City. The Series 2020 Bonds will be secured by an assignment of the Annual Payments and certain Additional Payments due under the Support Agreement, all for the benefit of the holders of the Series 2020 Bonds. The undertaking by the City to make Annual Payments and Additional Payments will be subject to the City Council making annual appropriations in amount sufficient for such purposes. The plan of financing for 2 4S20-24S7-92434 the 2020 Projects shall contain such additional requirements and provisions as may be approved by the City. (b) In connection with the refunding of the Prior Bonds, the City Manager is authorized and directed to select the principal maturities of the Prior Bonds or portions of such maturities to be refunded and, working with the Authority, to cause to be called for optional redemption any such maturity or portion thereof to be redeemed prior to its stated maturity in accordance with the provisions of such bonds; provided such maturities or portions thereof selected are expected in the aggregate to provide a minimum savings of 2.00% on a net present value basis as determined by the City's financial advisor, Public Resources Advisory Group (the "Financial Advisor"). In connection with the refunding herein authorized, the City Manager, if determined necessary or appropriate in consultation with the Financial Advisor, is authorized to retain the services of independent consultants to provide verification reports (the "Verification Agent") on aspects of the refunding and is further authorized to retain the services of one or more escrow agents (the "Escrow Agent") and to enter into escrow agreements with them to the extent needed to hold portions of the proceeds of the Series 2020 Bonds, defeasance securities purchased with such proceeds and other funds as needed pending their application to refund the Prior Bonds or portions thereof selected to be refunded. 2. The City Council, while recognizing that it is not empowered to make any binding commitment to make appropriations beyond the current fiscal year, hereby states its intent to make annual appropriations in future fiscal years in amounts sufficient to make all payments due under the Support Agreement and hereby recommends that future City Councils do likewise during the term of the Support Agreement. 3. The City Manager is hereby authorized to execute the Documents, which shall be in substantially the forms provided or made available to City Council, which are hereby approved, with such completions, omissions, insertions and changes, including changes to the dates thereof, not inconsistent with this Resolution as may be approved by the City Manager, his execution to constitute conclusive evidence of his approval of any such completions, omissions, insertions and changes. 4. In making completions to the Support Agreement, the City Manager, in collaboration with the Financial Advisor, shall provide for Annual Payments in amounts equivalent to, and at all times sufficient to make, the payments on the Series 2020 Bonds, which shall be sold to the purchaser or purchasers thereof on terms as shall be satisfactory to the City Manager; subject to the following: (a) With respect to the Series 2020A Bonds, such bonds (i) shall mature not later than April 15, 2040, (ii) have a true or "Canadian" interest cost not exceeding 4.25% (taking into account any original issue discount and premium), (iii) be sold to the purchaser or purchasers thereof at a price not less than par or 100% of the aggregate principal amount thereof and (iv) shall be subject to optional redemption beginning no later than and continuing after April 15, 2030, at an optional redemption price of no more than 102% of the principal amount to be redeemed plus accrued interest to the optional redemption date; and 3 4g2(424g7-92834 (b) With respect to the Series 2020B Bonds, such bonds (i) shall mature not later than the final maturity date of the Prior Bonds being refunded, (ii) have a true or "Canadian" interest cost not exceeding 3.25% (taking into account any original issue discount and premium), (iii) be sold to the purchaser or purchasers thereof at a price not less than par or 100% of the aggregate principal amount thereof and (iv) shall not be subject to optional redemption prior to maturity. (c) The City Manager is further authorized to approve the principal amounts, maturity schedules and interest payment dates, including determination of any serial maturities and any term maturities, for the Series 2020 Bonds and, in consultation with the Financial Advisor, to provide for the issuance of the Series 2020 Bonds in one or more series at the same time or at different times as tax-exempt or taxable obligations, with appropriate series designations, as the City Manager determines to be necessary or appropriate and in the best interest of the City. (d) The Series 2020 Bonds may be sold by competitive bid, negotiated sale to one or more underwriters or private placement as the City Manager may determine in consultation with the Financial Advisor. The Series 2020 Bonds may be issued in one or more series in the principal amount determined by the City Manager, in collaboration with the Financial Advisor. In the case of a competitive sale, the City Manager shall receive bids and award the Series 2020 Bonds to the bidder providing the lowest "true" or "Canadian" interest cost, subject to the limitations set forth in the paragraphs above. In the case of a negotiated sale or private placement, the City Manager and the Finance Director, with the consent of the City Manager are each authorized to enter into a purchase contract or agreement for the sale of the Series 2020 Bonds, subject to the limitations set forth in the paragraphs above. Following the sale of the Series 2020 Bonds, the City Manager shall file a certificate with the City Clerk setting forth the final terms of the Series 2020 Bonds. The actions of the City Manager in approving the terms of the Series 2020 Bonds shall be conclusive, and no further action shall be necessary on the part of the City Council. 5. The Preliminary Official Statement in the form provided or made available to City Council is approved with respect to the information contained therein pertaining to the City. The Preliminary Official Statement in form deemed to be "near final," within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), with such completions, omissions, insertions and changes not inconsistent with this Resolution as may be approved by the City Manager is authorized to be distributed in connection with the marketing and sale of the Series 2020 Bonds. Such distribution shall constitute conclusive evidence that the City has deemed the Preliminary Official Statement to be final as of its date within the meaning of the Rule, with respect to the information therein pertaining to the City. The City Manager is authorized and directed to approve such completions, omissions, insertions and other changes to the Preliminary Official Statement that are necessary to reflect the terms of the sale of the Series 2020 Bonds, within the limitations as set forth in Section 4, and the details thereof and that are appropriate to complete it as an official statement in final form (the "Official Statement") and distribution thereof to the purchaser or purchasers of the Series 2020 Bonds shall constitute conclusive evidence that the City has deemed the Official Statement final as of its date within the meaning of the Rule. 4 4820-24N7-92834 6. The City covenants that it shall not take or omit to take any action the taking or omission of which shall cause the Series 2020 Bonds to be "arbitrage bonds"within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code), and regulations thereunder, or otherwise cause interest on the Series 2020 Bonds to be includable in the gross income for Federal income tax purposes of the registered owners thereof under existing law. Without limiting the generality of the foregoing, the City shall comply with any provision of law that may require the City at any time to rebate to the Unites States of America any part of the earnings derived from the investment of the gross proceeds of the Series 2020 Bonds. The City shall pay from its legally available general funds any amount required to be rebated to the United States of America pursuant to the Code. 7. To ensure compliance with federal tax law after the Series 2020 Bonds are issued, the City Manager, Director of Finance and other officers of the City are authorized and directed to apply the Post-Issuance Compliance Policies and Procedures adopted by Council on March 13, 2012 to monitor the use of the proceeds of the Series 2020 Bonds, including the use of the projects financed and refinanced with such proceeds, and to monitor compliance with arbitrage yield restriction and rebate requirements, and to ensure compliance with continuing disclosure requirements of federal securities law with respect to the Series 2020 Bonds, such officers are authorized and directed to apply the continuing disclosure procedures contained in such Compliance Policies and Procedures to such Series 2020 Bonds. 8. The Director of Finance is authorized to direct the City Treasurer to utilize the State Non-Arbitrage Program of the Commonwealth of Virginia ("SNAP") in connection with the investment of the proceeds of the Series 2020 Bonds, if the City Manager and the Director of Finance determine that the utilization of SNAP is in the best interest of the City. The City Council acknowledges that the Treasury Board of the Commonwealth of Virginia is not, and shall not be, in any way liable to the City in connection with SNAP, except as otherwise provided in the SNAP Contract. 9. Any authorization herein to execute a document shall include authorization to deliver it to the other parties thereto and to record such document where appropriate. 10. All other acts of the City Manager, the Director of Finance and other officers of the City that are in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Series 2020 Bonds, the undertaking of the 2020 Projects and the refinancing of the Prior Bonds are hereby approved and ratified. The City Manager is authorized to prepare, modify or amend such documents and agreements as may be required to evidence the approval of such other actions. 11. The City Manager is authorized and directed to cause a certified copy of this Resolution to be filed with the Authority to evidence the City Council's request for assistance and approval of the plan of financing for the 2020 Projects and refinancing of the Prior Bonds through the issuance by the Authority of the Series 2020 Bonds. 5 4820-2487-9283.4 12. This Resolution shall take effect immediately. CERTIFIED TO BE A TRUE COPY OF A RESOLUTION ADOPTED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, VIRGINIA ON April 28,2020. Clerk, City Council of the City of Virginia Beach,Virginia 6 4820-2487-92133.4 Adopted by the City Council of the City of Virginia Beach, Virginia, this 28th day of April 2020. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFIC Finance Department City Attorney's Office CA 14995 R-2 April 17, 2020 7 48202017-92814 CERTIFICATE The undersigned Clerk of the City Council of the City of Virginia Beach, Virginia (the "City Council"), certifies that: I. A meeting of the City Council was held virtually on April 28, 2020 with Council members participating via video/audio conference, at the time established and noticed by the City Council, at which the members of the City Council were present or absent as noted below. The foregoing Resolution was adopted by a majority of the members of the City Council, by a roll call vote, the ayes and nays being recorded in the minutes of the meeting as shown below: PRESENT/ABSENT: VOTE: Robert M. Dyer, Mayor James L. Wood, Vice Mayor Jessica P. Abbott Michael F. Berlucchi Barbara M. Henley / Louis R. Jones / John D. Moss Aaron R. Rouse Guy King Tower Rosemary Wilson Sabrina D. Wooten / 2. The foregoing Resolution is a true and correct copy of such Resolution as adopted on April 28, 2020. The foregoing 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 City of Virginia Beach, Virginia, this day of 2020. Clerk, City Council of the City of Virginia Beach, Virginia (SEAL) 8 48202487-9283 4 ELEVENTH SUPPLEMENTAL AGREEMENT OF TRUST Between CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY And U.S. BANK NATIONAL ASSOCIATION, as successor Trustee Dated as of 1, 2020 48524391-57003 TABLE OF CONTENTS Parties 1 Recitals 1 Granting Clause 1 ARTICLE I ELEVENTH SUPPLEMENTALAGREEMENT Section 1-101. Authorization of Eleventh SupplementalAgreement 2 Section 1-102. Definitions. 2 Section 1-103. Rules of Construction. 3 ARTICLE II AUTHORIZATION, DETAILS AND FORM OF SERIES 2020 BONDS Section 2-201. Authorization of Series 2020 Bonds 3 Section 2-202. Details of Series 2020 Bonds. 3 Section 2-203. Form of Series 2020 Bonds. 5 Section 2-204. Securities Depository Provisions 5 Section 2-205. Delivery of Series 2020 Bonds. 6 ARTICLE 111 REDEMPTION OF SERIES 2020 BONDS Section 3-301. Redemption Date and Price. 6 Section 3-302. Selection of Series 2020 Bonds for Redemption. 7 Section 3-303. Notice of Redemption. 7 ARTICLE IV APPLICATION OF PROCEEDS OF SERIES 2020 BONDS Section 4-401. Application of Proceeds of Series 2020 Bonds. 8 ARTICLE V ESTABLISHMENT OF ACCOUNT Section 5-501. Series 2020 Project Account. 8 4852-4391-5700.3 ARTICLE VI SECURITY FOR SERIES 2020 BONDS Section 6-601. Security for Series 2020 Bonds. 9 ARTICLE VII MISCELLANEOUS Section 7-701. Limited on Use of Proceeds. 9 Section 7-702. Limitation of Right. 9 Section 7-703. Severability. 10 Section 7-704. Successors and Assigns. 10 Section 7-705. Applicable Law. 10 Section 7-706 Patriot Act Compliance. 10 Section 7-707. Counterparts. 10 Exhibit A—Form of Series 2020A Bond Exhibit B—Form of Series 2020E Bond Exhibit C—Previously Issued and Outstanding Public Facility Revenue Bonds Exhibit D —Summary of Refunded Prior Bonds ii 4852-4391-5700.3 This ELEVENTH SUPPLEMENTAL AGREEMENT OF TRUST dated as of 1, 2020, by and between the CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia (the "Authority"), and U.S. BANK NATIONAL ASSOCIATION (as successor to Wachovia Bank, National Association), a national banking association, having a corporate trust office in Richmond, Virginia, as trustee in such capacity, together with any successor in such capacity, herein called the"Trustee"), provides: WHEREAS, the Authority is a political subdivision of the Commonwealth of Virginia duly created by Chapter 643 of the Virginia Acts of Assembly of 1964, as amended (the "Act"); and WHEREAS, the Authority and the Trustee have entered into an Agreement of Trust dated as of September I, 2003 (the "Master Agreement of Trust"), pursuant to which the Authority has agreed to issue from time to time, and has issued under supplemental agreements of trust public facility revenue bonds or notes to finance or refinance the costs incurred in connection with certain Projects (as hereinafter defined) for the benefit of the City of Virginia Beach, Virginia(the "City); and WHEREAS, within the limitations of and in compliance with the Master Agreement of Trust, the City has requested the Authority to issue public facility revenue bonds to finance the costs of the Series 2020 Projects (as hereinafter defined) and to refund for debt service savings certain of the Authority's Public Facility Refunding Revenue Bonds, Series 2010B and Series 2010C refinance certain of the Public Facility Revenue Bonds, Series 2002A, 2003A, 2005A and 2007A which had been previously issued by the Authority on behalf of the City to assist the City in financing various public facilities; and WHEREAS, the Authority has agreed to issue its Public Facility Revenue Bonds, Series 2020A in the aggregate principal amount of $ and its Public Facility Refunding Revenue Bonds, Series 2020B in the aggregate principal amount of$ , with each of such Series 2020 Bonds being secured by a pledge of the revenues and receipts derived from a Support Agreement dated as of September I, 2003, as supplemented and amended in connection with the issuance of each series of Prior Public Facility Revenue Bonds by supplemental support agreements, and with respect to the Series 2020 Bonds by a Tenth Supplemental Support Agreement dated as of 1, 2020 (collectively, the "Support Agreement"), between the Authority and the City, and the City has agreed, subject to the annual appropriation by the Council of the City, to make annual payments that will be sufficient to pay the principal of and premium, if any, and interest on such public facility revenue bonds as the same shall become due; and WHEREAS, the Authority has taken all necessary action to make the Series 2020 Bonds, when authenticated by the Trustee and issued by the Authority, valid and binding limited obligations of the Authority and to constitute this Eleventh Supplemental Agreement of Trust (the "Eleventh Supplemental Agreement") a valid and binding agreement authorizing and providing for the details of the Series 2020 Bonds; 4852-4391-57003 NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained,the parties hereto agree as follows: ARTICLE I ELEVENTH SUPPLEMENTALAGREEMENT Section 1-101. Authorization of Eleventh Supplemental Agreement. This Eleventh Supplemental Agreement is authorized and executed by the Authority and delivered to the Trustee pursuant to and in accordance with Articles III and X of the Master Agreement of Trust. All terms, covenants, conditions and agreements of the Master Agreement of Trust shall apply with full force and effect to the Series 2020 Bonds and to the holder thereof, except as otherwise provided in this Eleventh Supplemental Agreement. Section 1-102. Definitions. Except as otherwise defined in this Eleventh Supplemental Agreement, words defined in the Master Agreement of Trust are used in this Eleventh Supplemental Agreement with the meanings assigned to them in the Master Agreement of Trust. In addition, the following words shall have the following meanings unless a different meaning clearly appears from the context: "Eleventh Supplemental Agreement" shall mean this Eleventh Supplemental Agreement of Trust between the Authority and the Trustee, which supplements and amends the Master Agreement of Trust. "Letter of Representations" shall mean the Blanket Letter of Representations dated July 11, 1997, from the Authority to the Securities Depository and any amendments thereto or successor agreements between the Authority and any successor Securities Depository with respect to the Series 2020 Bonds. Notwithstanding any provision of the Master Agreement of Trust, including Article X regarding amendments, the Trustee may enter into any such amendment or successor agreement without the consent of Bondholders. "Prior Public Facility Revenue Bonds" shall mean the currently outstanding public facility revenue bonds previously issued pursuant to the Master Indenture and certain supplements thereto described in Exhibit C. "Project" or"Projects" shall have the meaning set forth in the Support Agreement. "Refunded Prior Bonds" means the maturities of the Public Facility Refunding Revenue Bonds, Series 2010B and Series 2010C described in Exhibit D to this Eleventh Supplemental Agreement. "Securities Depository" shall mean The Depository Trust Company, a corporation organized and existing under the laws of the State of New York, and any other securities depository for the Series 2020 Bonds appointed pursuant to Section 2-204, and their successors. 2 4852A191-5700.3 "Series 2020 Bonds" shall mean the Authority's $ Public Facility Revenue Bonds, Series 2020A and $ Public Facility Refunding Revenue Bonds, Series 2020B authorized to be issued pursuant to this Eleventh Supplemental Agreement. "Series 2020 Projects" shall mean have the meaning set forth in the Tenth Supplemental Support Agreement. "Series 2020 Project Account" shall mean the Series 2020 Project Account established in Section 5-501 of this Eleventh Supplemental Agreement. "Tenth Supplemental Support Agreement" shall mean the Tenth Supplemental Support Agreement dated as of I, 2020 between the City and the Authority. Section 1-103. Rules of Construction. The following rules shall apply to the construction of this Eleventh Supplemental Agreement unless the context otherwise requires: (a) Words importing the singular number shall include the plural number and vice versa. (b) Words importing the redemption or calling for redemption of Series 2020 Bonds shall not be deemed to refer to or connote the payment of Series 2020 Bonds at their stated maturity. (c) Unless otherwise indicated, all references herein to particular Articles or Sections are references to Articles or Sections of this Eleventh Supplemental Agreement. (d) The headings herein and Table of Contents to this Eleventh Supplemental Agreement herein are solely for convenience of reference and shall not constitute a part of this Eleventh Supplemental Agreement nor shall they affect its meaning, construction or effect (e) All references herein to payment of Series 2020 Bonds are references to payment of principal of and interest on the Series 2020 Bonds. ARTICLE II AUTHORIZATION, DETAILS AND FORM OF SERIES 2020 BONDS Section 2-201. Authorization of Series 2020 Bonds. There are hereby authorized to be issued Public Facility Revenue Bonds, Series 2020A in the aggregate principal amount of $ and Public Facility Refunding Revenue Bonds, Series 2020B in the aggregate principal amount of $ , the proceeds of which to be applied in accordance with Article IV hereof to finance the costs of the Series 2020 Projects, refund the Refunded Prior Bonds and pay costs incident to issuing the Series 2020 Bonds. 3 4852-4391-5700.3 Section 2-202. Details of Series 2020 Bonds. (a) The Series 2020A Bonds shall be designated "Public Facility Revenue Bonds, Series 2020A," shall be the date of their delivery, shall be issuable only as fully registered bonds in denominations of $5,000 and integral multiples thereof and shall be numbered R-1 upward. The Series 2020A Bonds shall bear interest at rates, payable semiannually on each April 15 and October 15, beginning October 15, 2020, and shall mature in installments on April 15 in years and amounts, as follows: Year Amount Rate Year Amount Rate 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 2027 2037 2028 2038 2029 2039 2030 2040 (b) The Series 2020E Bonds shall be designated "Public Facility Refunding Revenue Bonds, Series 2020B," shall be the date of their delivery, shall be issuable only as fully registered bonds in denominations of $5,000 and integral multiples thereof and shall be numbered R-1 upward. The Series 2020B Bonds shall bear interest at rates, payable semiannually on each February I and August 1, beginning August 1, 2020, and shall mature in installments on August 1 in years and amounts, as follows: Year Amount Rate 2021 2022 2023 (c) Each Series 2020 Bond shall bear interest (a) from its date, if such Series 2020 Bond is authenticated prior to the first interest payment date, or (b) otherwise from the interest payment date that is, or immediately precedes, the date on which such Series 2020 Bond is authenticated; provided, however, that if at the time of authentication of any Series 2020 Bond shall bear interest from the date to which interest has been paid. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months. (d) Principal of the Series 2020 Bonds shall be payable to the registered holder(s) upon the surrender of Series 2020 Bonds at the corporate trust office of the Trustee in Richmond, Virginia. Interest on the Series 2020 Bonds shall be payable by check or draft mailed to the registered owners at their addresses as they appear on the registration books kept by the Trustee on the first day of the month preceding each interest payment date respecting the Series 2020A 4 4852-4391-5700.3 Bonds and on the fifteenth day of the month preceding each interest payment date respecting the Series 2020B Bonds; provided, however, if the Series 2020 Bonds are registered in the name of a Securities Depository or its nominee as registered holder or at the option of a registered holder(s) of at least $I,000,000 of Series 2020 Bonds, payment shall be made by wire transfer pursuant to the wire instructions received by the Trustee from such registered holder(s). If the nominal date for making any payment on the Series 2020 Bonds is not a Business Day, the payment may be made on the next Business Day with the same effect as if made on the nominal date, and no additional interest shall accrue between the nominal date and the actual payment date. Principal and interest shall be payable in lawful money of the United States of America. Section 2-203. Form of Series 2020 Bonds. The Series 2020A Bonds shall be in substantially the form set forth in Exhibit A and the Series 2020B Bonds shall be in substantially the form set forth in Exhibit B, with such appropriate variations, omissions and insertions as are permitted or required by the Master Agreement of Trust and this Eleventh Supplemental Agreement Section 2-204. Securities Depository Provisions Initially, one certificate for each maturity of each Series of the Series 2020 Bonds will be issued and registered to the Securities Depository, or its nominee. The Authority has entered into a Letter of Representations relating to a book-entry system to be maintained by the Securities Depository with respect to the Series 2020 Bonds. In the event that (a) the securities Depository determines not to continue to act as a securities depository for the Series 2020 Bonds by giving notice to the Trustee and the Authority discharging its responsibilities hereunder or (b) the Authority, at the direction of the City, determines (1) that beneficial owners of Series 2020 Bonds shall be able to obtain certificated Series 2020 Bonds or (2) to select a new Securities Depository, then the Trustee shall, at the direction of the authority, attempt to locate another qualified securities depository to serve as Securities Depository or authenticate and deliver certificated Series 2020 Bonds to the beneficial owners or to the Securities Depository participants on behalf of beneficial owners substantially in the form provided for in Exhibit A or Exhibit B, as appropriate; provided, however, that such form shall provide for interest on the Series 2020 Bonds to be payable (i) from its dated date if it is authenticated prior to the first interest payment date or(ii)otherwise from the interest payment date that is, or immediately precedes, the date on which it is authenticated (unless payment of interest thereon is in default, in which case interest on such Series 2020 Bonds shall be payable from the date to which interest has been paid). In delivering certificated Series 2020 Bonds, the Trustee shall be entitled to rely conclusively on the records of the Securities Depository as to the beneficial owners or the records of the Securities Depository participants acting on behalf of beneficial owners. Such certificated Series 2020 Bonds will be registerable, transferable and exchangeable as set forth in Section 204 and 205 of the Master Agreement of Trust. So long as there is a Securities Depository for the Series 2020 Bonds (A) it or its nominee shall be the registered holder(s) of the Series 2020 Bonds, (B) notwithstanding anything to the contrary in this Eleventh Supplemental Agreement, determinations of persons entitled to payment of principal and interest, transfers of ownership and exchanges and receipt of notices 5 48 52-43 91-5700 3 shall be the responsibility of the Securities Depository and shall be effected pursuant to rules and procedures established by such Securities Depository, (C) the Authority and the Trustee shall not be responsible or liable for maintaining, supervising or reviewing the records maintained by the Securities Depository, its participants or persons acting through such participants, (D) references in this Eleventh Supplemental Agreement to registered holder(s) of the Series 2020 Bonds shall mean such Securities Depository or its nominee and shall not mean the beneficial owners of the Series 2020 Bonds and (E) in the event of any inconsistency between the provisions of this Eleventh Supplemental Agreement, other than those set forth in this paragraph and the preceding paragraph, and the provisions of the Letter of Representations such provisions of the Letter of Representations shall control. Section 2-205. Delivery of Series 2020 Bonds. The Trustee shall authenticate and deliver the Series 2020 Bonds when there have been filed with or delivered to it all items required by Section 303 of the Master Agreement of Trust. ARTICLE III REDEMPTION OF SERIES 2020 BONDS Section 3-301. Redemption Date and Price. (a) Optional Redemption. The Series 2020A Bonds may not be called for redemption by the Authority except as follows. The Series 2020A Bonds maturing on or after April 15, 2031 may be redeemed by the Authority, at the direction of the City, on or after April 15, 2030, in whole or in part at any time (in increments of $5,000), at a redemption price of 100% of the principal amount, or portion thereof,of Series 2020A Bonds to be redeemed plus interest accrued to the redemption date. The Series 2020B Bonds may not be called for redemption by the Authority. (b) jMandatory Redemption. The Series 2020A Bonds due in the year are required to be redeemed in part prior to their stated maturity, commencing on April 15, 20 in the principal amounts and on the dates set forth below at a redemption price equal to the principal amount to be redeemed plus accrued and unpaid interest to the redemption date: Redemption Date Principal (April 15) Amount (final maturity) Section 3-302. Selection of Series 2020A Bonds for Redemption. If less than all of the Series 2020A Bonds are called for redemption, the maturities of the Series 2020A Bonds to be redeemed shall by selected by the Authority as directed by the City. If less than all of a particular maturity of the Series 2020A Bonds are called for redemption, the Series 2020A Bonds to be redeemed shall be selected by the Securities Depository or any 6 4852-4391-5700.3 successor securities depository pursuant to its rules and procedures or, if the book-entry system is discontinued, shall be selected by the Trustee by lot in such manner as the Trustee in its discretion may determine. The portion of any Series 2020A Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof. In selecting Series 2020A Bonds for redemption, each Series 2020A Bond shall be considered as representing that number of Series 2020A Bonds which is obtained by dividing the principal amount of such Series 2020A Bonds by $5,000. If a portion of a Series 2020A Bond shall be called for redemption, a new Series 2020A Bond in principal amount equal to the unredeemed portion thereof shall be issued to the registered owner upon the surrender thereof. Section 3-303. Notice of Redemption. The Trustee, upon being satisfied as to the payment of its expenses and upon receiving the notice of redemption from the Authority not less than 45 days prior to the redemption date, shall send notice of the call for redemption, identifying the Series 2020A Bonds or portions thereof to be redeemed, not less than 30 nor more than 60 days prior to the redemption date, (a) by facsimile or electronic transmission, registered or certified mail or overnight express delivery, to DTC, or if DTC is no longer serving as securities depository for the Series 2020A Bonds, to the substitute securities depository, or if no securities depository exists, to the respective holders of each Series 2020A Bond to be redeemed at the holder's address as it appears on the registration books kept by the Trustee, (b) by facsimile or electronic transmission, registered or certified mail or overnight express delivery, to all organizations registered with the Securities and Exchange Commission as securities depositories and (c) to each nationally recognized municipal securities information repository designated as such by the Securities and Exchange Commission. In preparing and delivering such notice, the Trustee shall take into account, to the extent applicable, the prevailing tax-exempt securities industry standards and any regulatory statement of any federal or state administrative board having jurisdiction over the Authority or the tax-exempt securities industry, including Release No. 34-23856 of the Securities and Exchange Commission or any subsequent amending or superseding release. Failure to give any notice specified in (a) above, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Series 2020A Bond with respect to which no such failure or defect has occurred. Failure to give any notice specified in (b) or (c) above, or any defect herein, shall not affect the validity of any proceedings for the redemption of any Series 2020A Bonds with respect to which the notice specified in (a) above is correctly given. Any notice mailed or provided herein shall conclusively be presumed to have been given whether or not actually received by any Series 2020A Bondholder. In the case of an optional redemption, the notice may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Trustee no later than the redemption date or(2) the Authority, as directed by the City, retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described herein. Any Conditional Redemption in (2) above may be rescinded at any time prior to the redemption date if the Authority delivers a written direction to the Trustee directing the Trustee to rescind the redemption notice and any funds deposited with the Trustee in connection with such rescinded redemption shall be returned to the City. The Trustee shall give prompt notice of such rescission 7 4%5 2-43 91-5 700.3 to the affected Series 2020A Bondholders. Any Series 2020A Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an Event of Default. Further, in the case of Conditional Redemption, the failure of the Authority to make funds available on or before the redemption date shall not constitute an Event of Default, and the Trustee shall give immediate notice to all organizations registered with the Securities and Exchange Commission as securities depositories or the affected Series 2020A Bondholders that the redemption did not occur and that the Series 2020A Bonds called for redemption and not so paid remain outstanding. ARTICLE IV APPLICATION OF PROCEEDS OF SERIES 2020 BONDS Section 4-401. Application of Proceeds of Series 2020 Bonds. (a) The proceeds of the Series 2020A Bonds in the amount of$ shall be deposited into the Series 2020 Project Account in the Project Fund, including the good faith deposit ($ ) previously received by the City from the purchaser of the Series 2020A Bonds. [The amount of$ for reimbursement of prior expenditures for Series 2020 Projects, shall be transferred from the Series 2020 Project Account upon receipt by the Trustee to the City in accordance with instructions provided by the City.] (b) The proceeds of the Series 2020B Bonds in the amount of$ , including the good faith deposit ($ ) previously received by the City from the purchaser of the Series 2020B Bonds, shall be deposited by the Trustee upon receipt under the Escrow Deposit Agreement for which the Trustee serves as escrow agent to effect the refunding of the Refunded Prior Bonds. (c) The remaining balance of the Series 2020 Project Account ($ ) shall be applied by the City to additional Costs of the Series 2020 Projects, and may also be applied to Series 2020 Bonds issuance costs. ARTICLE V ESTABLISHMENT OF ACCOUNT Section 5-501. Series 2020 Project Account. There shall be established within the Project Fund a special account entitled "Series 2020 Project Account"to be funded as specified in Section 4-401(a). Money in the Series 2020 Project Account shall be used in accordance with the provisions of Section 503 of the Master Agreement of Trust to pay or reimburse Series 2020 Project costs. Section 5-502. Series 2020 Refunding Account. There shall be established a special account entitled "Series 2020 Refunding Account" The portion of the proceeds of the Series 2020B Bonds specified in Section 4-401(b) shall be 8 48524391-5700.3 deposited by the Trustee under the Escrow Deposit Agreement and accounted for within such refunding account. Section 5-503. Costs of Issuance Account. There is hereby established in the Project Fund a "Series 2020 Bond Costs of Issuance Account" into which the proceeds of the Series 2020 Bonds in Section 4-401(c) shall be deposited in separate subaccount for such series. Such account will be used as directed in such section to pay issuance costs or applied to pay or reimburse Series 2020 Project costs. ARTICLE VI SECURITY FOR SERIES 2020 BONDS Section 6-601. Security for Series 2020 Bonds. The Series 2020 Bonds shall be equally and ratably secured under the Master Agreement of Trust with the Authority's Prior Public Facility Revenue Bonds and any other series of public facility revenue bonds issued pursuant to Article Ill of the Master Agreement of Trust, without preference, priority or distinction of any Bonds over any other Bonds, except as provided in the Master Agreement of Trust. ARTICLE VII MISCELLANEOUS Section 7-701. Limited on Use of Proceeds. The Authority intends that interest on the Series 2020 Bonds shall be excluded from gross income for Federal income tax purposes. The Authority covenants with the holders of the Series 2020 Bonds not to take any action that would adversely affect, and to take all action within its power necessary to maintain, the exclusion of interest on all Series 2020 Bonds from gross income for Federal income taxation purposes. Section 7-702. Limitation of Right. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Eleventh Supplemental Agreement or the Series 2020 Bonds is intended or shall be construed to give to any person other than the parties hereto and the holders of Series 2020 Bonds any legal or equitable right, remedy or claim under or in respect to this Eleventh Supplemental Agreement or any covenants, conditions and agreements herein contained since this Eleventh Supplemental Agreement and all of the covenants, conditions and agreements hereof are intended to be and are for the sole and exclusive benefit of the parties hereto and the holders of Bonds as herein provided. 9 4852-4391-57003 Section 7-703. Severability. If any provision of this Eleventh Supplemental Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof and this Eleventh Supplemental Agreement shall be construed and enforced as if such illegal provision had not been contained herein. Section 7-704. Successors and Assigns. This Eleventh Supplemental Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Section 7-705. Applicable Law. This Eleventh Supplemental Agreement shall be governed by the applicable laws of the Commonwealth of Virginia. Section 7-706. Patriot Act Compliance. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust or other legal entity the Trustee will ask for documentation to verify its formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification, and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. Section 7-707. Counterparts. This Eleventh Supplemental Agreement may be executed in several counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. 10 48524391-5700.3 IN WITNESS WHEREOF, the Authority and the Trustee have caused this Eleventh Supplemental Agreement to be executed in their respective corporate names as of the date first above written. CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY By: U.S. BANK NATIONAL ASSOCIATION, As Trustee By: Title: Acknowledged and Consented To: CITY OF VIRGINIA BEACH,VIRGINIA, By: Title: 11 4852-4391-5700.3 EXHIBIT A Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,Cede& Co., has an interest herein. REGISTERED REGISTERED R-1 $ UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY Public Facility Revenue Bond, Series 2020A INTEREST RATE MATURITY DATE DATED DATE CUSIP April 15, , 2020 92774G_ REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The City of Virginia Beach Development Authority, a political subdivision of the Commonwealth of Virginia (the "Authority"), for value received, hereby promises to pay upon surrender hereof at the principal corporate trust office of U.S. Bank National Association (successor to Wachovia Bank, National Association), Richmond, Virginia, as trustee, or its successor in trust (the "Trustee"), under the Agreement of Trust (as hereinafter defined) solely from the source and as hereinafter provided, to the registered owner hereof, or registered assigns or legal representative, the principal sum stated above on the maturity date stated above, subject to prior redemption as hereinafter provided, and to pay, solely from such source, interest hereon on each April 15 and October 15, beginning October 15, 2020 at the annual rate stated above, calculated on the basis of a 360-day year of twelve 30-day months. Interest is payable (a) from , 2020, if this bond is authenticated prior to October 15, 2020, or(b) otherwise from the April 15 or October 15 that is, or immediately precedes, the date on which this bond is authenticated (unless payment of interest hereon is in default, in which case this bond shall bear A-I 4852-4391-57003 interest from the day to which interest has been paid). Interest is payable by check or draft mailed to the registered owner hereof at its address as it appears on the first day of the month preceding each interest payment date on registration books kept by the Trustee; provided, however, that at the option of a registered owner of at least $1,000,000 of Series 2020A Bonds (as hereinafter defined), payment will be made by wire transfer pursuant to the most recent wire instructions received by the Trustee from such registered owner. If the nominal date for making any payment on this bond is not a Business Day (as hereinafter defined), the payment may be made on the next Business Day with the same effect as if made on the nominal date, and no additional interest shall accrue between the nominal date and the actual payment date. Principal and interest are payable in lawful money of the United States of America. "Business Day" shall mean a day on which banking business is transacted, but not including a Saturday, Sunday or legal holiday, or any day on which banking institutions are authorized by law to close in the city in the Commonwealth of Virginia in which the Trustee has its principal corporate trust office. Notwithstanding any other provision hereof, this bond is subject to book-entry form maintained by the Depository Trust Company ("DTC"), and the payment of principal and interest, the providing of notices and other matters shall be made as described in the Authority's Letter of Representations to DTC. This bond is one of an issue of $ Public Facility Revenue Bonds, Series 2020A (the "Series 2020A Bonds") authorized and issued pursuant to Chapter 643 of the Virginia Acts of Assembly of 1964, as amended. The 2020A Bonds are issued under and secured by an Agreement of Trust dated as of September 1, 2003, between the Authority and the Trustee, as previously supplemented and as further supplemented with respect to the Series 2020A Bonds by an Eleventh Supplemental Agreement of Trust dated as of I, 2020 (collectively, the "Agreement of Trust"). The Agreement of Trust assigns to the Trustee, as security for the 2020, (a) the revenues and receipts derived from a Support Agreement dated as of September 1, 2003, as supplemented and amended in connection with the issuance of each series of Prior Public Facility Revenue Bonds by supplemental support agreements, and with respect to the Series 2020A Bonds by an Tenth Supplemental Support Agreement dated as of 1, 2020 (collectively, the "Support Agreement"), each between the Authority and the City of Virginia Beach, Virginia (the "City"), and (b) the Authority's rights under the Support Agreement (except for the Authority's rights under the Support Agreement to the payment of certain fees and expenses and the rights to notices). Reference is hereby made to the Agreement of Trust for a description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Authority and the Trustee, the rights of the holders of the 2020A Bonds and the terms upon which the 2020A Bonds are issued and secured. The 2020A Bonds are equally and ratably secured on a parity basis with $ in aggregate principal amount of Public Facility Revenue Bonds previously issued by the Authority and $ Public Facility Refunding Revenue Bonds, Series 2020B issued on the date hereof(collectively, the "Parity Bonds"). Additional bonds secured by a pledge of revenues and receipts derived from the City under the Support Agreement on a parity with the 2020A Bonds and the Parity Bonds may be issued under the terms and conditions set forth in the Agreement of Trust. Terms not otherwise defined herein shall have the meaning assigned such terms in the Agreement of Trust. A-2 4852-4391-57003 The 2020A Bonds are issued to finance the acquisition, construction and equipping of various capital improvements for the City. Under the Support Agreement, the City has agreed to make payments that will be sufficient to pay the principal of and interest on the 2020A Bonds as the same shall become due in accordance with their terms and the provisions and the terms of the Agreement of Trust. The undertaking by the City to make payments under the Support Agreement does not constitute a debt of the City within the meaning of any constitutional or statutory limitation nor a liability of or a lien or charge upon funds or property of the City beyond any fiscal year for which the City has appropriated moneys to make such payments. THE 2020A BONDS AND THE INTEREST THEREON ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM REVENUES AND RECEIPTS DERIVED FROM THE CITY AND RECEIVED BY THE AUTHORITY UNDER THE SUPPORT AGREEMENT, AND FROM CERTAIN FUNDS, AND THE INVESTMENT INCOME THEREON, HELD UNDER THE AGREEMENT OF TRUST, WHICH REVENUES, RECEIPTS AND FUNDS HAVE BEEN PLEDGED AND ASSIGNED TO SECURE PAYMENT THEREOF. THE 2020A BONDS AND INTEREST THEREON SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL OBLIGATION DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE CITY. NEITHER THE COMMONWEALTH OF VIRGINIA NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE CITY, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES AND RECEIPTS PLEDGED AND ASSIGNED THEREFORE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF VIRGINIA, OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE CITY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO. THE AUTHORITY HAS NO TAXING POWER. No covenant, condition or agreement contained herein shall be deemed to be a covenant, agreement or obligation of any present or future director, officer, employee or agent of the Authority in its individual capacity, and neither the Chairman of the Authority nor any officer thereof executing this bond shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. The Series 2020A Bonds may not be called for redemption by the Authority except as provided herein and in the Agreement of Trust. Optional Redemption. The Series 2020A Bonds maturing on or after April 15, 2031, may be redeemed prior to their respective maturities on or after April 15, 2030, at the option of the Authority, at the direction of the City, in whole or in part at any time at a redemption price of 100% of the principal amount, or portion thereof, of Series 2020A Bonds to be redeemed plus interest accrued to the redemption date. A-3 48524391-5700.3 JMandatory Redemption. The Series 2020A Bonds maturing on April 15, 20 are required to be redeemed in part prior to their stated maturity, commencing on April 15, 20_ in the principal amounts and on the dates set forth below at a redemption price equal to the principal amount to be redeemed plus accrued and unpaid interest to the redemption date:] Year Amount If less than all the Series 2020A Bonds are called for redemption, they shall be redeemed from maturities in such order as determined by the Authority, at the direction of the City. If less than all of the Series 2020A Bonds of any maturity are called for redemption, the Bonds to be redeemed shall be selected by DTC or any successor securities depository pursuant to its rules and procedures or, if the book-entry system is discontinued, shall be selected by the Trustee by lot in such manner as the Trustee in its discretion may determine. The portion of any Series 2020A Bond to be redeemed shall be in the principal amount of$5,000 or some integral multiple thereof. In selecting Series 2020A Bonds for redemption, each Bond shall be considered as representing that number of Series 2020A Bonds which is obtained by dividing the principal amount of such Series 2020A Bond by $5,000. If any of the Series 2020A Bonds or portions thereof are called for redemption, the Trustee shall send notice of the call for redemption, identifying the Series 2020A Bonds or portions thereof to be redeemed, not less than 30 nor more than 60 days prior to the redemption date, by facsimile or electronic transmission, registered or certified mail or overnight express delivery, to the registered owner of the Series 2020A Bonds. Such notice may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Trustee no later than the redemption date or(2) the Authority retains the right to rescind such notice on or prior to the scheduled redemption date, and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded. Provided funds for their redemption are on deposit at the place of payment on the redemption date, all Series 2020A Bonds or portions thereof so called for redemption shall cease to bear interest on such date, shall no longer be secured by the Agreement of Trust and shall not be deemed to be Outstanding under the provisions of the Agreement of Trust. If a portion of this bond shall be called for redemption, a new bond in principal amount equal to the unredeemed portion hereof will be issued to DTC or its nominee upon surrender hereof, or if the book-entry system is discontinued, to the registered owners of this bond. The registered owner of this bond shall have no right to enforce the provisions of the Agreement of Trust or to institute action to enforce the covenants therein or to take any action with respect to any Event of Default under the Agreement of Trust or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Agreement of Trust. Modifications or alterations of the Agreement of Trust or the Support Agreement, or of any supplement thereto, may be made only to the extent and in the circumstances permitted by the Agreement of Trust. The Series 2020A Bonds are issuable as registered bonds in the denomination of$5,000 and integral multiples thereof. Upon surrender for transfer or exchange of this bond at the A-4 4 8 52 43 91-5 700.3 corporate trust office of the Trustee in Richmond, Virginia, together with an assignment duly executed by the registered owner or its duly authorized attorney or legal representative in such form as shall be satisfactory to the Trustee, the Authority shall execute, and the Trustee shall authenticate and deliver in exchange, a new bond or bonds in the manner and subject to the limitations and conditions provided in the Agreement of Trust, having an equal aggregate principal amount, in authorized denominations, of the same series form and maturity, bearing interest at the same rate and registered in the name or names as requested by the then registered owner hereof or its duly authorized attorney or legal representative. Any such exchange shall be at the expense of the Authority, except that the Trustee may charge the person requesting such exchange the amount of any tax or other governmental charge required to be paid with respect thereto. The Trustee 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, except that interest payments shall be made to the person shown as holder on the first day of the month preceding each interest payment date. All acts conditions and things required to happen, exist or be performed precedent to and in the issuance of this bond have happened, exist and have been performed. This bond shall not become obligatory for any purpose or be entitled to any security or benefit under the Agreement of Trust or be valid until the Trustee shall have executed the Certificate of Authentication appearing hereon and inserted the date of authentication hereon. IN WITNESS WHEREOF, the City of Virginia Beach Development Authority has caused this bond to be signed by its Chairman, its seal to be imprinted hereon and attested by its Secretary, and this bond to be dated the date first above written. CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY (SEAL) By Chairman Attest: Secretary A-5 4852-4391-5700.3 CERTIFICATE OF AUTHENTICATION Date Authenticated: , 2020 This bond is one of the Series 2020A Bonds described in the within mentioned Agreement of Trust. U.S. BANK NATIONAL ASSOCIATION, as Trustee By Authorized Officer A-6 4g521391-59003 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)unto (please print or typewrite name and address, including zip code, of Transferee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE • • The within Bond and all rights thereunder, hereby irrevocably constituting and appointing , Attorney, to transfer said Bond on the books kept for the registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed NOTICE: Signature(s)must be guaranteed (Signature of Registered Owner) by an Eligible Guarantor Institution such as a Commercial Bank, Trust Company, NOTICE:The signature above must Securities Broker/Dealer, Credit Union, correspond with the name of the or Savings Association who is a member registered owner as it appears on the of a medallion program approved by The front of this bond in every particular, Securities Transfer Association, Inc. without alteration or enlargement or any change whatsoever. A-7 4852-4391-5700.3 EXHIBIT B Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED REGISTERED R-1 $ UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY Public Facility Refunding Revenue Bond, Series 2020E INTEREST RATE MATURITY DATE DATED DATE CUSHP August 1, 2020 92774G REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The City of Virginia Beach Development Authority, a political subdivision of the Commonwealth of Virginia (the "Authority"), for value received, hereby promises to pay upon surrender hereof at the principal corporate trust office of U.S. Bank National Association (successor to Wachovia Bank, National Association), Richmond, Virginia, as trustee, or its successor in trust (the "Trustee"), under the Agreement of Trust (as hereinafter defined) solely from the source and as hereinafter provided, to the registered owner hereof, or registered assigns or legal representative, the principal sum stated above on the maturity date stated above, subject to prior redemption as hereinafter provided, and to pay, solely from such source, interest hereon on each February 1 and August I, beginning August 1, 2020 at the annual rate stated above, calculated on the basis of a 360-day year of twelve 30-day months. Interest is payable (a) from , 2020, if this bond is authenticated prior to August 1, 2020, or(b) otherwise from the February 1 or August 1 that is, or immediately precedes, the date on which this bond is authenticated (unless payment of interest hereon is in default, in which case this bond shall bear B-I 4 8 52 4 3 91-5 700.3 interest from the day to which interest has been paid). Interest is payable by check or draft mailed to the registered owner hereof at its address as it appears on the fifteenth day of the month preceding each interest payment date on registration books kept by the Trustee; provided, however, that at the option of a registered owner of at least $1,000,000 of Series 2020B Bonds (as hereinafter defined), payment will be made by wire transfer pursuant to the most recent wire instructions received by the Trustee from such registered owner. If the nominal date for making any payment on this bond is not a Business Day (as hereinafter defined), the payment may be made on the next Business Day with the same effect as if made on the nominal date, and no additional interest shall accrue between the nominal date and the actual payment date. Principal and interest are payable in lawful money of the United States of America. "Business Day" shall mean a day on which banking business is transacted, but not including a Saturday, Sunday or legal holiday, or any day on which banking institutions are authorized by law to close in the city in the Commonwealth of Virginia in which the Trustee has its principal corporate trust office. Notwithstanding any other provision hereof, this bond is subject to book-entry form maintained by the Depository Trust Company ("DTC"), and the payment of principal and interest, the providing of notices and other matters shall be made as Jlescribed in the Authority's Letter of Representations to DTC. This bond is one of an issue of$ Public Facility Refunding Revenue Bonds, Series 2020B (the "Series 2020B Bonds") authorized and issued pursuant to Chapter 643 of the Virginia Acts of Assembly of 1964, as amended. The 2020B Bonds are issued under and secured by an Agreement of Trust dated as of September 1, 2003, between the Authority and the Trustee, as previously supplemented and as further supplemented with respect to the Series 2020B Bonds by an Eleventh Supplemental Agreement of Trust dated as of 1, 2020 (collectively, the "Agreement of Trust"). The Agreement of Trust assigns to the Trustee, as security for the 2020, (a) the revenues and receipts derived from a Support Agreement dated as of September 1, 2003, as supplemented and amended in connection with the issuance of each series of Prior Public Facility Revenue Bonds by supplemental support agreements, and with respect to the Series 2020B Bonds by an Tenth Supplemental Support Agreement dated as of I, 2020 (collectively, the "Support Agreement"), each between the Authority and the City of Virginia Beach, Virginia (the "City"), and (b) the Authority's rights under the Support Agreement (except for the Authority's rights under the Support Agreement to the payment of certain fees and expenses and the rights to notices). Reference is hereby made to the Agreement of Trust for a description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Authority and the Trustee, the rights of the holders of the 2020B Bonds and the terms upon which the 2020B Bonds are issued and secured. The 2020B Bonds are equally and ratably secured on a parity basis with $ in aggregate principal amount of Public Facility Revenue Bonds previously issued by the Authority and $ Public Facility Revenue Bonds, Series 2020A issued on the date hereof (collectively, the "Parity Bonds"). Additional bonds secured by a pledge of revenues and receipts derived from the City under the Support Agreement on a parity with the 2020B Bonds and the Parity Bonds may be issued under the terms and conditions set forth in the Agreement of Trust. Terms not otherwise defined herein shall have the meaning assigned such terms in the Agreement of Trust. B-2 48524391-5700.3 The 2020B Bonds are issued to refund certain of the Parity Bonds. Under the Support Agreement, the City has agreed to make payments that will be sufficient to pay the principal of and interest on the 2020B Bonds as the same shall become due in accordance with their terms and the provisions and the terms of the Agreement of Trust. The undertaking by the City to make payments under the Support Agreement does not constitute a debt of the City within the meaning of any constitutional or statutory limitation nor a liability of or a lien or charge upon funds or property of the City beyond any fiscal year for which the City has appropriated moneys to make such payments. THE 2020B BONDS AND THE INTEREST THEREON ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM REVENUES AND RECEIPTS DERIVED FROM THE CITY AND RECEIVED BY THE AUTHORITY UNDER THE SUPPORT AGREEMENT, AND FROM CERTAIN FUNDS, AND THE INVESTMENT INCOME THEREON, HELD UNDER THE AGREEMENT OF TRUST, WHICH REVENUES, RECEIPTS AND FUNDS HAVE BEEN PLEDGED AND ASSIGNED TO SECURE PAYMENT THEREOF. THE 2020B BONDS AND INTEREST THEREON SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL OBLIGATION DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE CITY. NEITHER THE COMMONWEALTH OF VIRGINIA NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE CITY, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES AND RECEIPTS PLEDGED AND ASSIGNED THEREFORE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF VIRGINIA, OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE CITY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO. THE AUTHORITY HAS NO TAXING POWER. No covenant, condition or agreement contained herein shall be deemed to be a covenant, agreement or obligation of any present or future director, officer, employee or agent of the Authority in its individual capacity, and neither the Chairman of the Authority nor any officer thereof executing this bond shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof The Series 2020B Bonds may not be called for redemption by the Authority. The registered owner of this bond shall have no right to enforce the provisions of the Agreement of Trust or to institute action to enforce the covenants therein or to take any action with respect to any Event of Default under the Agreement of Trust or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Agreement of Trust. Modifications or alterations of the Agreement of Trust or the Support Agreement, or of any supplement thereto, may be made only to the extent and in the circumstances permitted by the Agreement of Trust. The Series 2020B Bonds are issuable as registered bonds in the denomination of$5,000 and integral multiples thereof. Upon surrender for transfer or exchange of this bond at the B-3 4852-4391-5700.3 corporate trust office of the Trustee in Richmond, Virginia, together with an assignment duly executed by the registered owner or its duly authorized attorney or legal representative in such form as shall be satisfactory to the Trustee, the Authority shall execute, and the Trustee shall authenticate and deliver in exchange, a new bond or bonds in the manner and subject to the limitations and conditions provided in the Agreement of Trust, having an equal aggregate principal amount, in authorized denominations, of the same series form and maturity, bearing interest at the same rate and registered in the name or names as requested by the then registered owner hereof or its duly authorized attorney or legal representative. Any such exchange shall be at the expense of the Authority, except that the Trustee may charge the person requesting such exchange the amount of any tax or other governmental charge required to be paid with respect thereto. The Trustee 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, except that interest payments shall be made to the person shown as holder on the first day of the month preceding each interest payment date. All acts conditions and things required to happen, exist or be performed precedent to and in the issuance of this bond have happened, exist and have been performed. This bond shall not become obligatory for any purpose or be entitled to any security or benefit under the Agreement of Trust or be valid until the Trustee shall have executed the Certificate of Authentication appearing hereon and inserted the date of authentication hereon. IN WITNESS WHEREOF, the City of Virginia Beach Development Authority has caused this bond to be signed by its Chairman, its seal to be imprinted hereon and attested by its Secretary, and this bond to be dated the date first above written. CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY (SEAL) By Chairman Attest: Secretary B4 4852-4391-57003 CERTIFICATE OF AUTHENTICATION Date Authenticated: , 2020 This bond is one of the Series 2020B Bonds described in the within mentioned Agreement of Trust. U.S. BANK NATIONAL ASSOCIATION, as Trustee By Authorized Officer B-5 4852-4391-5700 3 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)unto (please print or typewrite name and address, including zip code, of Transferee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE • • • • • The within Bond and all rights thereunder, hereby irrevocably constituting and appointing , Attorney, to transfer said Bond on the books kept for the registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed NOTICE: Signature(s) must be guaranteed (Signature of Registered Owner) by an Eligible Guarantor Institution such as a Commercial Bank,Trust Company, NOTICE: The signature above must Securities Broker/Dealer, Credit Union, correspond with the name of the or Savings Association who is a member registered owner as it appears on the of a medallion program approved by The front of this bond in every particular, Securities Transfer Association, Inc. without alteration or enlargement or any change whatsoever. B-6 4852-4391-5700.3 EXHIBIT C CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY PREVIOUSLY ISSUED AND OUTSTANDING PUBLIC FACILIY REVENUE BONDS Outstanding Bonds Bond Issue as of , 2020 2018A Public Facility Revenue $29,220,000 2016A Public Facility Revenue 17,430,000 2016B Public Facility 5,065,000 Refunding Revenue 2015A Public Facility Revenue 32,790,000 2015B Public Facility 30,795,000 Refunding Revenue 2014A Public Facility Revenue 29,690,000 2014B Public Facility 11,080,000 Refunding Revenue 2013A Public Facility Revenue 14,125,000 2012A Public Facility Revenue 14,060,000 2012B Public Facility 21,860,000 Refunding Revenue 2010B Public Facility 13,450,000 Refunding Revenue 2010C Public Facility 4,930,000 Refunding Revenue $224,495,000 • Excludes maturities refunded with proceeds of the Series 2020E Bonds. C-1 4852-4391-5700.3 EXHIBIT D CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY SUMMARY OF REFUNDED PRIOR BONDS BASE CUSIP NUMBER: 92774G Maturity CUSIP Interest Par Call Call Bonds Date Number Rate Amount Date Price Public Facility Refunding 08/01/2021 FJ9 5.000% $14,285,000 08/01/2020 100% Revenue Bonds, 08/01/2022 FK6 4.000 2,880,000 08/01/2020 100% Series 2010B $17,165,000 Public Facility Refunding 08/01/2021 FRI 5.000% $5,190,000 08/01/2020 100% Revenue Bonds, 08/01/2022 FS9 5.000 10,330,000 08/01/2020 100% Series 2010C 08/01/2023 FT7 5.000 4,980,000 08/01/2020 100% $20,500,000 D-1 48524391-5700.3 TENTH SUPPLEMENTAL SUPPORT AGREEMENT between CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY and CITY OF VIRGINIA BEACH, VIRGINIA Dated as of 1, 2020 NOTE: THIS TENTH SUPPLEMENTAL SUPPORT AGREEMENT HAS BEEN ASSIGNED TO, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, U.S. BANK NATIONAL ASSOCIATION, AS SUCCESSOR TRUSTEE UNDER AN AGREEMENT OF TRUST DATED AS OF SEPTEMBER 1, 2003, AS PREVIOUSLY SUPPLEMENTED AND AS FURTHER SUPPLEMENTED BY AN ELEVENTH SUPPLEMENTAL AGREEMENT OF TRUST DATED AS OF 1, 2020, WITH THE CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME. INFORMATION CONCERNING SUCH SECURITY INTEREST MAY BE OBTAINED FROM THE TRUSTEE AT RICHMOND, VIRGINIA. TABLE OF CONTENTS Parties 1 Recitals 1 Granting Clauses 1 ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1 Definitions 2 Section 1.2 Rules of Construction 3 ARTICLE II REPRESENTATIONS Section 2.1 Representations by Authority 4 Section 2.2 Representations by City 4 ARTICLE III AGREEMENT TO ISSUE BONDS Section 3.1 Agreement to Issue Series 2020 Bonds 5 ARTICLE IV PAYMENT OBLIGATIONS: MASTER SUPPORT AGREEMENT AMENDMENTS Section 4.1 Amounts Payable 5 ARTICLE V PREPAYMENT AND REDEMPTION Section 5.1 Prepayment and Redemption 6 ARTICLE VI SERIES 2020 ARBITRAGE REBATE FUND Section 6.1 Series 2020 Arbitrage Rebate Fund 7 Section 6.2 Rebate Requirements 7 Section 6.3 Calculation and Report of Rebate Amount 7 Section 6.4 Payment of Rebate Amount 7 Section 6.5 Reports by Trustee 8 Section 6.6 Disposition of Balance in Series 2020 Arbitrage Rebate Fund 8 ARTICLE VII MISCELLANEOUS Section 7.1 Private Activity Covenants 8 Section 7.2 Post-Issuance Compliance 9 Section 7.3 Severability 9 Section 7.4 Successors and Assigns 9 Section 7.5 Counterparts 9 Section 7.6 Governing Law 9 Signatures 10 Receipt 11 Exhibit A—Schedule of Payments A-1 Exhibit B —Description of Series 2020 Projects B-1 Exhibit C—Administrative Fee Schedule C-1 THIS TENTH SUPPLEMENTAL SUPPORT AGREEMENT dated as of 1, 2020, by and between the CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia (the "Authority"), and the CITY OF VIRGINIA BEACH,VIRGINIA, a political subdivision of the Commonwealth of Virginia (the "City"),provides: WITNESSETH: WHEREAS, the Authority is a political subdivision of the Commonwealth of Virginia duly created by Chapter 643 of the Virginia Acts of Assembly of 1694, as amended (the"Act"); and WHEREAS, the Act authorizes the Authority to acquire, improve, maintain, equip, own, lease and dispose of"Authority facilities," as defined in the Act, to finance or refinance and lease facilities for use by, among others, a city, to issue its revenue bonds, notes and other obligations from time to time for such purposes and to pledge all or any part of its assets, whether then owned or thereafter acquired, as security for the payment of the principal of and interest on any such obligations; and WHEREAS, the City desires to undertake a program of financing or refinancing the acquisition, construction and equipping of various public facilities that the City determines to undertake from time to time; and WHEREAS, in furtherance of the purposes of the Act, the City has requested the Authority to undertake one or more series of Projects (as defined in the Support Agreement, as hereinafter defined), and the Authority has determined to issue from time to time its public facility revenue bonds and to loan the proceeds thereof to the City to finance or refinance costs incurred in connection with such Projects and costs of issuing such bonds pursuant to the terms of an Agreement of Trust dated as of September 1, 2003 (the "Master Agreement of Trust"), between the Authority and U.S. Bank National Association (successor to Wachovia Bank, National Association),Richmond, Virginia, as successor trustee(the "Trustee"), as supplemented in connection with previously issued Prior Public Facility Revenue Bonds (herein defined), and as further supplemented in connection with the Series 2020 Bonds (herein defined) by an Eleventh Supplemental Agreement of Trust dated as of 1, 2020, all between the Authority and the Trustee (collectively, the "Agreement of Trust"); and WHEREAS, in furtherance of the purposes of the Act,Authority has agreed to loan from time to time proceeds of such bonds to the City, and the City has agreed to repay such loans, subject to appropriation by the City Council of sufficient moneys for such purpose pursuant to a support agreement between the City and the Authority dated as of September 1, 2003 (the "Master Support Agreement"), as previously supplemented and amended in connection with each prior series of public facility revenue bonds; and WHEREAS, within the limitations and in compliance with the Agreement of Trust, the City has requested the Authority to issue a series of Public Facility Revenue Bonds in the aggregate principal amount of $ and a series of Public Facility Refunding Revenue Bonds in the aggregate principal amount of$ (collectively, the "Series 2020 Bonds") and to loan such proceeds to the City pursuant to the terms of this Tenth Supplemental Support Agreement to finance the cost of the Series 2020 Projects (as such term is hereinafter defined) and to refund certain of the Authority's Public Facility Refunding Revenue Bonds, Series 2010B and Series 2010C previously issued by the Authority to refinance certain of the Public Facility Revenue Bonds, Series 2002A, 2003A, 2005A and 2007A which had been previously issued by the Authority to assist the City in financing various public facilities; and WHEREAS, all acts, conditions and things required by law to happen, exist and be performed precedent to and in connection with the execution of and entering into this Tenth Supplemental Support Agreement have happened, exist and have been performed in regular and due time and in form and manner as required by law, and the parties hereto are now duly empowered to execute and enter into this Tenth Supplemental Support Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other valuable consideration, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1 Definitions. Unless otherwise defined in this Tenth Supplemental Support Agreement, all words used herein shall have the meanings assigned to such terms in the Agreement of Trust or the Master Support Agreement. The following words as used in this Tenth Supplemental Support Agreement shall have the following meanings unless a different meaning clearly appears from the context: "Agreement of Trust" shall mean the Agreement of Trust dated as of September I, 2003, as previously supplemented, and as further supplemented with respect to the Series 2020 Bonds by the Eleventh Supplemental Agreement of Trust. "Basic Agreements" shall mean the Agreement of Trust and the Support Agreement. "Eleventh Supplemental Agreement of Trust" shall mean the Eleventh Supplemental Agreement of Trust dated as of 1, 2020, between the Authority and the Trustee, which supplements the Agreement of Trust. "Master Support Agreement" shall mean the Support Agreement dated as of September 1, 2003, between the Authority and the City. "Prior Public Facility Revenue Bonds" means the previously issued and outstanding public facility revenue bonds shown in Exhibit C to the Eleventh Supplemental Trust Agreement, 2 debt service payments on which are shown, together with debt service payments on the Series 2020 Bonds, on Exhibit A hereto. "Series 2020 Bonds" shall mean the Authority's $ Public Facility Revenue Bonds, Series 2020A and $ Public Facility Refunding Revenue Bonds, Series 2020B authorized to be issued pursuant to the Eleventh Supplemental Agreement of Trust. "Series 2020 Projects" shall mean the financing of the acquisition, construction and equipping of all or a portion of the projects as set forth on Exhibit B. "Series 2020 Arbitrage Rebate Fund" shall mean the fund established in section 6.1 "Support Agreement" shall mean the Master Support Agreement, as previously supplemented and amended, and as supplemented and amended by this Tenth Supplemental Support Agreement. "Tenth Supplemental Support Agreement" shall mean this Tenth Supplemental Support Agreement dated as of 1, 2020, between the Authority and the City, which supplements the Master Support Agreement. Section 1.2 Rules of Construction. The following rules shall apply to the construction of this Tenth Supplemental Support Agreement unless the context otherwise requires: (a) Words importing the singular number shall include the plural number and vice versa. (b) Words importing the redemption or calling for redemption of Bonds shall not be deemed to refer to or connote the payment of Bonds at their stated maturity. (c) Unless otherwise indicated, all references herein to particular Articles or Sections are references to Articles or Sections of this Tenth Supplemental Support Agreement. (d) The headings herein and Table of Contents to this Tenth Supplemental Support Agreement herein are solely for convenience of reference and shall not constitute a part of this Tenth Supplemental Support Agreement nor shall they affect its meaning, construction or effect. (e) All references herein to payment of Bonds are references to payment of principal of and premium, if any, and interest on the Bonds. 3 ARTICLE II REPRESENTATIONS Section 2.1 Representations by Authority. The Authority makes the following representations: (a) The Authority is a political subdivision of the Commonwealth of Virginia duly created under the Act; (b) Pursuant to the Act, the Authority has full power and authority to enter into the Basic Agreements and to perform the transactions contemplated thereby and to carry out its obligations thereunder and by proper action has duly authorized, executed and delivered the Basic Agreements. (c) The execution, delivery and compliance by the Authority with the terms and conditions of the Basic Agreements will not conflict with or constitute or result in a default under or violation of, (1) any existing law, rule or regulation applicable to the Authority, or (2) any trust agreement, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or other restriction of any kind to which the Authority or any of its assets is subject; (d) No further approval, consent or withholding of objection on the part of any regulatory body or any official, Federal state or local, is required in connection with the execution or delivery of or compliance by the Authority with the terms and conditions of the Basic Agreements, except that no representation is made as to the applicability of any Federal or state securities laws; and (e) There is no litigation at law or in equity or any proceeding before any governmental agency involving the Authority pending or, the knowledge of the Authority, threatened with respect to (1) the creation and existence of the Authority, (2) its authority to execute and deliver the Basic Agreements, (3) the validity or enforceability of the Basic Agreements, or the Authority's performance of its obligations thereunder, (4) the title of any officer of the Authority executing the Basic Agreements, or (5) the ability of the Authority to issue and sell its bonds. Section 2.2 Representations by City. The City makes the following representations: (a) The City is a political subdivision of the Commonwealth of Virginia; (b) The City has full power and authority to enter into the Basic Agreements to which it is a party and to perform the transactions contemplated thereby and to carry out its obligations thereunder and by proper action has duly authorized, executed and delivered the Basic Agreements; 4 (c) The City is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred, and no event has occurred and is continuing that with the lapse of time or the giving of notice, or both, would constitute or result in an event of default thereunder; (d) The City is not in default under or in violation of, and the execution, delivery and compliance by the City with the terms and conditions of the Basic Agreements to which it is a party will not conflict with or constitute or result in a default under or violation of, (1) any existing law, rule or regulation applicable to the City or (2) any trust agreement, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the City or any of its assets is subject, and no event has occurred and is continuing that with the lapse of time or the giving of notice, or both, would constitute or result in such a default or violation; (e) No further approval, consent or withholding of objection on the part of any regulatory body or any official, Federal, state or local, is required in connection with the execution or delivery of or compliance by the City with the terms and conditions of the Basic Agreements to which it is a party; and (f) There is no litigation at law or in equity or any proceeding before any governmental agency involving the City pending or, to the knowledge of the City, threatened with respect to (1) the authority of the City to execute and deliver the Basic Agreements to which it is a party, (2) the validity or enforceability of the Basic Agreements or the City's performance Agreements, or (3) the ability of the City to undertake the Series 2020 Projects. ARTICLE III AGREEMENT TO ISSUE BONDS Section 3.1 Agreement to Issue Series 2020 Bonds. The Authority shall contemporaneously with the execution and delivery hereof proceed with the issuance and sale of the Series 2020 Bonds bearing interest, maturing and having the other terms and provisions set forth in the Agreement of Trust. ARTICLE IV PAYMENT OBLIGATIONS; MASTER SUPPORT AGREEMENT AMENDMENTS Section 4.1 Amounts Payable. The Master Support Agreement is hereby amended to replace in its entirety the Exhibit A attached thereto with the new Exhibit A attached hereto. Pursuant to Article IV of the Master Support Agreement and subject specifically to the limitation of Section 4.4 thereof,the City shall 5 pay to the Authority or its assignee the Annual Payments specified in Exhibit A attached hereto. The Annual Payments shall be payable without notice or demand at the designated corporate trust office of the Trustee, and shall be paid on or before the applicable payment due dates for the Prior Public Facility Revenue Bonds and the Series 2020 Bonds. Pursuant to the First Amendment to 2002 Support Agreement dated as of May I, 2010 between the Authority and the City, the parties agreed to fix the Authority's administrative fee payable by the City for all existing public facility revenue bonds and any public facility revenue bonds to be issued in the future in accordance with the fee schedule attached to such agreement (the "Former Fee Schedule"). Pursuant to the Seventh Supplemental Support Agreement dated as of June 1, 2015, entered into in connection with the Authority's Public Facility Revenue Bonds, Series 2015 (the "Series 2015 Bonds") issued at the request of the City, the Authority and the City have agreed upon a new administrative fee schedule for such public facility revenue bonds which is attached as Exhibit C. The fee schedule in Exhibit C became effective as of June 25, 2015, the date of issuance of the Series 2015 Bonds, and applies to all previously issued and outstanding public facility revenue bonds, the Series 2015 Bonds and any public facility revenue bonds to be issued in the future, including the Series 2020 Bonds. All prior support agreements between the Authority and the City were amended by replacing the Former Fee Schedule with the schedule in Exhibit C, such amendments becoming effective on the date of issuance of the Series 2015 Bonds. ARTICLE V PREPAYMENT AND REDEMPTION Section 5.1 Prepayment and Redemption. The City, on behalf of the Authority, shall have the option to prepay an Annual Payment at the times and in the amounts as necessary to exercise its option to cause any Series 2020 Bonds subject to optional redemption to be redeemed as set forth in such Series 2020 Bonds. Such prepayments of Annual Payments shall be made at the times and in the amounts as necessary to accomplish the optional redemption of such Series 2020 Bonds in accordance with the terms thereof. Upon the exercise of such option, the City shall also pay as Additional Payments, the amounts necessary to pay the premium, if any, due on such Series 2020 Bonds on the date or dates of their redemption. The City, on behalf of the Authority, shall give the Trustee notice of any redemption of such Series 2020 Bonds at least 15 days prior to the latest date that notice of redemption may be given pursuant to Section 402 of the Master Agreement of Trust. Such notice to the Trustee shall specify the redemption date, the principal amount of Series 2020 Bonds to be redeemed, the premium, if any, and the section of the Agreement of Trust pursuant to which such redemption is to be made. 6 ARTICLE VI SERIES 2020 ARBITRAGE REBATE FUND Section 6.1 Series 2020 Arbitrage Rebate Fund. There is hereby established the City of Virginia Beach, Virginia, Series 2020 Public Facility Revenue Bond Arbitrage Rebate Fund (the "Series 2020 Arbitrage Rebate Fund") to be held by or on behalf of the City. Subject to the limitation in Section 4.4 of the Master Support Agreement, the City shall deposit moneys in the Series 2020 Arbitrage Rebate Fund from time to time for payment of the rebate obligations under the Code (the `Rebate Amount"). The City may establish separate accounts in the Series 2020 Arbitrage Rebate Fund for such payments. Section 6.2 Rebate Requirements. Except with respect to earnings on funds and accounts qualifying for any exceptions to the rebate requirement of Section 148 of the Code, the City shall pay, but solely from amounts in the Series 2020 Arbitrage Rebate Fund, the Rebate amount to the United States of America, as and when due, in accordance with Section 1480) of the Code, as provided in this Article, and shall retain records of all such determinations until four years after payment of the Series 2020 Bonds. Section 6.3 Calculation and Report of Rebate Amount. (a) The City selects April 15 as the end of the bond year with respect to the Series 2020 Bonds pursuant to Treasury Regulation Section 1.148-1. (b) Within 30 days after the initial installment computation date which is the last day of the fifth bond year, unless such date is changed by the City prior to the date that any amount with respect to the Series 2020 Bonds is paid or required to be paid to the United States of America as required by Section 148 of the Code, and at least once every five years thereafter, the City shall cause the Rebate Amount to be computed and shall deliver a copy of such computation (the `Rebate Amount Certificate") to the Authority and the Trustee. Prior to any payment of the Rebate Amount to the United States of America as required by Section 148 of the Code, a Rebate Amount Certificate setting forth such Rebate Amount shall be prepared or approved by (1) a person with experience in matters of governmental accounting for Federal income tax purposes or(2) a bona fide arbitrage rebate calculation reporting service. Section 6.4 Payment of Rebate Amount. Not later than 60 days after the initial installment computation date, the City shall pay solely from amounts in the Series 2020 Arbitrage Rebate Fund to the United States of America at least 90% of the Rebate Amount as set forth in the Rebate Amount Certificate prepared with respect to such installment computation date. At least once on or before 60 days after the installment computation date that is the fifth anniversary of the initial installment computation date or on or before 60 days after every fifth anniversary date thereafter until final payment of the Series 2020 Bonds, the City shall pay to the United States of America not less than the 7 amount, if any, by which 90% of the Rebate Amount set forth in the most recent Rebate Amount Certificate exceeds the aggregate of all such payments theretofore made to the United States of America pursuant to this Section. On or before 60 days after final payment of the Series 2020 Bonds, the City shall pay to the United States of America the amount, if any, by which 100% of the Rebate Amount set forth in the Rebate Amount Certificate with respect to the date of final payment of the Series 2020 Bonds exceeds the aggregate of all payments theretofore made pursuant to this Section. All such payments shall be made solely from amounts in the Series 2020 Arbitrage Rebate Fund. Notwithstanding any provision of the Support Agreement to the contrary, no such payment shall be made if the City receives and delivers to the Trustee and the Authority an opinion of Bond Counsel to the effect that (a) such payment is not required under the Code in order to prevent the Series 2020 Bonds from becoming "arbitrage bonds" within the meaning of Section 148 of the Code or (b) such payment should be calculated and paid on some alternative basis under the Code, and the City complies with such alternative basis. The Authority covenants that, if so requested by the City, it shall execute any form required to be signed by an issuer of tax-exempt bonds in connection with the payment of any Rebate amount (including Internal Revenue Service Form 8038-T) based on information supplied to the Authority by the City. The City shall supply all information required to be stated on such form and shall prepare such form. Except for the execution and delivery of such form upon timely presentation by the City, the Authority shall have no responsibility for such form or the information stated thereon. Section 6.5 Reports by Trustee. The Trustee shall provide the City within 10 days after each April 1 and within 10 days after the final payment of the Series 2020 Bonds with such reports and information with respect to earnings of amounts held under the Agreement of Trust as may be requested by the City in order to comply with the provisions of this Article. Section 6.6 Disposition of Balance in Series 2020 Arbitrage Rebate Fund. After each payment required in Section 6.4 is made and any additional amount necessary to pay the full rebate obligation is retained, the remaining amount in the Series 2020 Arbitrage Rebate Fund shall be retained by the City and used for any lawful purpose. ARTICLE VII MISCELLANEOUS Section 7.1 Private Activity Covenants. The City covenants not to permit the proceeds of the Series 2020 Bonds to be used in any manner that would result in (a) 5% or more of such proceeds or the facilities financed with such proceeds being used in a trade or business carried on by any person other than a governmental 8 unit, as provided in Section 141(b)of the Code, (b) 5% or more of such proceeds being used with respect to any "output facility" (other than a facility for the furnishing of water), within the meaning of Section I41(6)(4) of the Code, or (c) 5% or more of such proceeds being used directly or indirectly to make or finance loans to any persons other than a governmental unit, as provided in Section 141(c) of the Code; provided, however, that if the City receives an opinion of Bond Counsel that any such covenants need not be complied with to prevent the interest on the Series 2020 Bonds from being includable in the gross income for Federal income tax purposes under existing law, the City need not comply with such covenants. Section 7.2 Post-Issuance Compliance. After the Series 2020 Bonds are issued, the City covenants to monitor the use of the proceeds of such bonds, and the projects financed or refinanced with such bonds, and requirements related to arbitrage yield restriction and rebate with respect to such bonds under the City's Post-Issuance Compliance Policy and Procedures (the "Policy") for tax-advantaged governmental purpose bonds adopted by resolution of the City Council on March 13, 2012. In any instance of noncompliance detected through application of the Policy, the City covenants to take corrective action in accordance with the Policy, and to notify the Authority of the matter and corrective action taken or to be taken. The Authority agrees to cooperate with the City in any instance where action of the Authority may be required in connection with the City's corrective action. Section 7.3 Severability. If any provision of this Tenth Supplemental Support Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof Section 7.4 Successors and Assigns. This Tenth Supplemental Support Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Section 7.5 Counterparts. This Tenth Supplemental Support Agreement may be executed in any number of counterparts, each of which shall be an original, all of which together shall constitute but one and the same instrument. Section 7.6 Governing Law. This Tenth Supplemental Support Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. [REMAINDER OF PAGE INTENIONALLY LEFT BLANK] 9 IN WITNESS WHEREOF, the parties have caused this Tenth Supplemental Support Agreement to be duly executed by their duly authorized representatives as of the date first above written. CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY By: Chairman CITY OF VIRGINIA BEACH,VIRGINIA By: City Manager Seen and agreed to: U.S. BANK NATIONAL ASSOCIATION, As Trustee By: Title: 10 RECEIPT Receipt of the foregoing original counterpart of the Tenth Supplemental Support Agreement dated as of 1, 2020, between the City of Virginia Beach Development Authority and the City of Virginia Beach, Virginia, is hereby acknowledged. U.S. BANK, NATIONAL ASSOCIATION, as Trustee By: Title: 11 _ ; ] or, ) § ) § 0 r 2 20 r ! } ) S _ O0E ; 22A n q§ cn en( N - 'AANA , , , N 'A : � !—! ! ! !` \ / en \ f , 2 J.1 ( tne \ lf F- o \ { \ } \O/Nrn- : - _ | ; ; „ � , , , , _ _ _ _ \. ! ! ! ; ! a. aaaa888888888 ! ! ! \ \ 4 ! \ \ 4 \ \ ¥;§kg888 ; ) } / ) } § 25 } \ : q qq G§ } in 0 ) ! § — / | ) co ^ 0 / [ w Lu2. O , E @ [ 1t1 ° ) ; w « ■ 4 ° ! ; ) - {(` ( ) 1 \ K 0 \ . CO , C0000C„e A ,6 66' , _ __ 288 88§ ) / 'C Of !/ l & ¥ \ \ 9dr © ^• § # K ; $ P : \ ! _ \~ ! „ � , _ rz r4 § _ § 8 § 8 " § " \ o {| , \ ! oo d000 • ( , ! ! ! ! !& yq && m / § qq\ \ ) ƒ 7,-- §q / / \ ) \ ) j / \ \ ( \ 2 NN 2 0 \ 1 EXHIBIT B DESCRIPTION OF SERIES 2020 PROJECTS The following sets forth brief descriptions of the City projects to be financed in whole or in part with public facility revenue bonds (`PFRB") of the Authority, and the amount of each project to be financed with proceeds of the Public Facility Revenue Bonds, Series 2020A: Projects to be Financed with Public Facility Revenue Bonds Project/ Project Name/Fiscal Total Total PFRB Series 2020 Fund Year City Council Description Programmed Planned Bonds Number Approved Project Cost Financing 1-035 John B.Dey This project is for the modernization of John $27,289,241 $16,402,241 $7,726,651 Elementary School B.Dey Elementary School(originally built in Modernization 1956)to extend the useful life of the facility by 40-to50 years. FY 2005 1-043 Thoroughgood This project is for the replacement of 32,470,000 3,597,759 1,890,066 Elementary School Thoroughgood Elementary School(originally Replacement built in 1958). FY 2005 1-056 Princess Anne This project is for the replacement of Princess 77,873,759 28,000,000 23,831,829 Middle School Anne Middle School(originally built in Replacement 1974). FY 2006 1-110 Energy Performance This project will use energy performance 20,000,000 20,000,000 7,000,000 Contracts II contracts to replace outdated lighting,heating, ventilation and air conditioning systems,and FY 2017 other energy-efficient initiatives as a measure to reduce energy costs while improving the learning environment.The savings associated from the reduced energy costs are expected to exceed any debt service costs.The savings are guaranteed by the contractor,who is required to acquire a performance bond.If the savings do not materialize,the shortfall is paid to the school division. 2-045 Pacific Avenue This project provides for the improvements to 15,080,000 15,080,000 2,135,060 Improvements Pacific Avenue between 17'h Street and 22nd street within the existing right-of-way,to FY 2014 include undergrounding of existing overhead utilities and public utility upgrades. In addition,new LED street lighting and traffic light signal mast arms will be installed. B-1 Project/ Project Name/Fiscal Total Total PFRB Series 2020 Fund Year City Council Description Programmed Planned Bonds Number Approved Project Cost Financing 2-130 Buccaneer Road This project is for the replacement of the 4,500,000 4,500,000 2,300,198 Bulkhead existing aluminum bulkhead with a coated Replacement steel sheet pile system on Buccaneer Road in Lynnhaven Colony along Long Creek.The FY 2018 bulkhead is approximately 2,100 linear feet in length and approximately 20 feet from the edge of the pavement of Buccaneer Road.The new steel sheet pile system will have an expected service life of at least 50 years. 2-195 Princess Anne Road This project is for construction of a four-lane 38,609,843 4,762,324 1,611,138 —Phase VII divided roadway with a bike path, from General Booth Blvd to Fisher Arch., a FY 2004 distance of approximately 1.25 miles. Improvements at the intersections of General Booth Blvd, Elson Green Avenue and Upton Drive/Sandbridge Road are included as well as aesthetic upgrades. 2-401 Greenwich Road This project is part of the overall eastbound 14,731,314 2,474,741 80,671 Crossover/Cleveland VDOT 1-264 interstate improvement projects Street Improvements between 1-64 and the Witchduck Road interchange. It involves relocating Greenwich FY 2011 Road over 1-264 and connecting it into the Cleveland Street/Clearfield Avenue intersection.This project represents the City's share of the VDOT project and the required City improvements to the Cleveland Street and Cleveland Street/Clearfield Avenue Intersection. Improvements to Cleveland Street include: replacement of water main and sanitary sewer,pipe culverts and parking lots, and construction of a four-lane undivided roadway with a 5'sidewalk and 10'multi- purpose trail from Clearfield Avenue intersection to Witchduck Road intersection. Also include in this project is the design and construction for the bridge aesthetic and plaza as part of the VDOT project for the Greenwich Road Crossover. B-2 Project/ Project Name/Fiscal Total Total PFRB Series 2020 Fund Year City Council Description Programmed Planned Bonds Number Approved Project Cost Financing 3-071 Virginia Beach This project expands and enhances the various 5,835,215 3,604,556 2,817,312 Public Library libraries'Children's Areas, Story Time Area, Transformation Special Services Areas,Tween Areas,Teen Areas, Study Rooms(for adults and teens)and FY 2018 public computer use areas.This project includes architectural,plumbing,electrical, HVAC system and furnishings enhancements for the Bayside Library,the Great Neck Library,the Kempsville Library,the Meyera E. Oberndorf Central Library,the Oceanfront Library,the Princess Anne Library,the Pungo-Blackwater Library and the Windsor Woods Library. 3-072 City Hall This project is for the replacement of the 50,250,000 47,402,602 47,402,602 Replacement existing City Hall,currently located in Building 1 at the Municipal Center,which was FY 2017 built in 1969 at 80,000 square-feet with 69,000 square-feet of usable space and has significant deficiencies including the presence of asbestos containing material in numerous locations,electrical,heating,ventilation,and air conditioning,and plumbing systems that are beyond their typical lifespans or are in poor condition. The replacement will be a 120,000 square-foot building that will provide the additional space needed to properly accommodate City staff,enhance the delivery of services to the public,and provide flexibility to support City government. 3-141 Various Buildings This project provides for the rehabilitation or 5,000,000 1,676,850 1,416,185 HVAC Rehabilitation renewal of heating,ventilation,and air and Renewal IV conditioning systems for City owned facilities. It addresses a backlog of original HVAC FY 2019 equipment which was installed from 1968 to 1984. 3-344 Police Fourth This project provides a 17,000 square foot 9,051,779 4,334,156 3,475,200 Precinct— replacement facility for the existing 6,017 Replacement square foot facility at its current location,840 Kempsville Road(originally constructed in FY 2009 1969 as the Kempsville Library and renovated in 1990 to serve as the Fourth Police Precinct) to include required parking and storage facilities. B-3 Project/ Project Name/Fiscal Total Total PFRB genes 2020 Fund Year City Council Description Programmed Planned Bonds Number Approved Project Cost Financing 4-044 Lynnhaven Marina This project funds the replacement of the 1,643,000 1,806,368 1,421,598 Bulkhead Marina Building and failed bulkhead at the Replacement& Lynnhaven Municipal Marina.The building Facility Renovation and marina were initially constructed circa 1967 with a wooden bulkhead that was FY 2018 subsequently replaced with a steel bulkhead in 1987.The plan is to increase the new bulkhead and building elevation from 7 to 9 feet to increase flood protection.Current funding is available to replace the bulkhead and the pump-out facility for marine toilets. The facility provides the public infrastructure to support and enhance the response of public safety first-responders as well as supports the operation of the Army Corps of Engineers through an agreement in exchange for dredging of Long Creek Channel. 9-030 VA Beach Bio The project includes the design and 3,709,000 1,338,046 1,302,218 Infrastructure I construction of a two-lane undivided parkway, including utility and stormwater FY 2018 infrastructure,that extends east from Landstown Center Way,a distance of approximately 1,200 feet.This project includes on-road bicycle accommodations and shared-use paths as well as and long-range planning for the entire Bio Park.This project represents the first phase of an anticipated multi-phased infrastructure to support the Virginia Beach Bio initiative. B-4 Project/ Project Name/Fiscal Total Total PFRB Series 2020 Fund Year City Council Description Programmed Planned Bonds Number Approved Project Cost Financing 9-041 Virginia Beach The project will provide a 285,000 square feet 58,000,000 58,000,000 58,000,000 Sports Center of column-free program space to include 12 regulation(high school)basketball courts FY 2018 convertible to 24 volleyball courts;flexible court layout and use of multi-purpose flooring/mat options to accommodate a variety of sport applications including gymnastics,wrestling,cheer,dance,and others. In addition,it will include an articulated track to accommodate indoor track and field events.The facility will provide a combination of seating systems,an elevated mezzanine level,food service facilities, official's locker rooms,storage space,public restroom facilities,administrative offices and sufficient"camping"space for family, spectator and participants to accommodate up to 5,000 people.The project site is on City- owned property on 196 Street that provides surface parking for the Virginia Beach Convention Center. 9-045 Central Beach& This project provides funding for public 10,141,047 10,141,017 10,141,017 Convention Districts parking spaces in the Convention Center Parking District and the Central Beach Entertainment District between 14th and 23rd Streets and FY 2019 Atlantic Avenue and Birdneck Road. Initial funding is for a parking garage adjacent to the Sports Center.This project will fund the purchase of parking spaces for public use in private garages;the acquisition of key parcels for the use of public parking;and the design and construction of new public parking,site work and stormwater to support projects in the resort area. 9-100 19th Street This project provides for streetscape 14,926,700 14,926,700 14,146,289 Infrastructure improvements including wider sidewalks, Improvements street trees and under grounding of overhead utilities;a new street section;and associated FY 2016 storm water and traffic improvements.The project is approximately four blocks and extends from Parks Avenue to Arctic Avenue. TOTAL $389,110,898 $238,047,360 $186,698,034 B-5 EXHIBIT C CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY PUBLIC FACILITY REVENUE BOND ADMINISTRATIVE FEE SCHEDULE Administration Due Date Fee 12/1/15 $35,000.00 12/1/16 $35,000.00 12/1/17 $34,205.00 12/1/18 $29,222.50 12/1/19 $23,970.00 12/1/20 $18,430.00 12/1/21 $12,597.50 12/1/22 $6,455.00 12/1/23 $0.00 The administrative fee schedule set forth above effective as of June 25, 2015 supersedes all prior payment arrangements for the payment of administrative fees by the City of Virginia Beach to the Virginia Beach Development Authority in connection with the issuance of public facility revenue bonds by the Authority for the benefit of the City. The administrative fee schedule applies to all currently outstanding public facility revenue bonds and all public facility revenue bonds to be issued in the future. C-1