HomeMy WebLinkAboutAPRIL 28, 2020 SPECIAL FORMAL SESSION MINUTES O,r
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VIRGINIA BEACH CITY COUNCIL
Virginia Beach, Virginia
April 28, 2020
Mayor Dyer called to order the SPECIAL MEETING BY ELECTRONIC MEANS of the VIRGINIA
BEACH CITY COUNCIL, on Tuesday, April 28, 2020, at 5:33 P.M Mayor Dyer personally opened in
the City Council Chamber while all other members of City Council appeared electronically via WebEx.
Council Members Present:
Jessica P. Abbott, Michael F. Berlucchi, Mayor Robert M. Dyer,
Barbara M.Henley,Louis R.Jones,John D.Moss,Aaron R.Rouse, Guy
K. Tower, Rosemary Wilson, Vice Mayor James L. Wood and Sabrina
D. Wooten
Council Members Absent:
None
2
ITEM I.A
MAYOR'S CALL FOR
SPECIAL FORMAL SESSION ITEM#70197
Mayor Dyer read the Mayor's Call for the SPECIAL MEETING:
April 23, 2020
"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 and Virginia Code§2.2-3708.2(A)(3), 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 CitvCouncilgvbgov.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
https://vbgov.webex.com/vbgov/onstage/g.php?MTID=e9e996de65fa8cdl d 1 d2b84cc1953 7222
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 ABarnes@vbgov.corn prior to 6:00 p.m., April 22,
2020.
Sincerely,
s/
Robert M. Dyer
Mayor"
Cc: City Manager
City Attorney
City Clerk
Deputy City Managers
FOIA Officer
Communications Office
April 28, 2020
3
CITY MANAGER'S BRIEFING
COVID-19 UPDATE
ITEM#70198
5:38 P.M.
Mayor Dyer welcomed Dr. Demetria Lindsay, Director — Virginia Beach Health Department and Erin
Sutton, Director—Emergency Management. Dr. Lindsay expressed her appreciation to City Council for
their continued support.
Dr.Lindsay advised as of April 28, 2020, there are 14,339 confirmed COVID-19 cases in Virginia with 492
deaths. There are 359 confirmed COVID-19 cases in the City with 198 cases cleared from isolation and
twelve(12)deaths. Dr.Lindsay advised the number of cases are lower than initially expected and attributed
to citizens adhering to the recommendations and strategies. Dr.Lindsay advised Governor Ralph Northam
has established the following working groups in order to move forward in easing health restrictions:
Testing work group- the Commonwealth aims to test 10,000 individuals daily; Contact Tracing;Personal
Protective Equipment(PPE); and, Hospital Compacity Staffing.
Dr. Lindsay advised the City's Health Department has seen an increase in the Medical Reserve Corps
(MRC)volunteer enrollment and training is currently being conducted to enhance capacity response.
Dr. Lindsay advised the current measures in place need to continue to keep the public safe and turned the
brief over to Ms. Sutton.
Ms.Sutton advised obtaining PPE continues to be challenging;however, the City received the first shipment
of PPE from the Virginia Department of Emergency Management also, April 24, 2020, a partial shipment
of 46,095 M95 masks were received with the remaining order due to arrive on May 1, 2020. Ms. Sutton
advised staff from the Occupational Health Department are working with employees on the use and
conservation of PPE as well as coordinating with surrounding cities to find ways to disinfect PPE.
Ms. Sutton advised the City's Response Team will be transitioning to a formal incident command structure
within the next two weeks. The EOC will send surveys this week to Directors and Division Supervisors to
identify any gaps in their continuity plans and provide assistance in order to make an informed decision on
reintegration.
Ms. Sutton advised the Economic Development Department is looking into grants, loans and answering
daily re-opening questions.
Ms. Sutton advised the City workforce has had a total of thirteen(13)positive tests for COVID-19, ten(10)
were staff and three(3) were volunteer with eleven (11)who have returned to work.
Ms. Sutton advised since the beginning of the pandemic, the Emergency Call Center has received a low
number of calls for service with a slight increase over the weekend and police are monitoring protests to
the stay at home mandate.
April 28, 2020
4
CITY MANAGER'S BRIEFING
COVID-19 UPDATE
ITEM#70198
(Continued)
Ms.Sutton advised City Public Schools continue to provide children with 90,000 meals each week and there
are seventy-nine(79)children enrolled in childcare program for City and Sentara's health care employees.
Ms. Sutton further advised, to date, there have been 685 Special Events effected through August resulting
in a revenue loss of$2.1-Million.
Ms. Sutton advised Human Services has received approximately 4,000 SNAP Applications since the
pandemic began and are working to process them as quickly as possible.
Ms.Sutton advised the Office of Emergency Management is currently reviewing Hurricane and Evacuation
Plans as hurricane season begins in June and is expected to be an above average season.
Mayor Dyer expressed his appreciation to Dr. Lindsay and Ms. Sutton for the presentation.
April 28, 2020
5
CITY MANAGER'S BRIEFING
COVID-19 FEDERAL AND STATE FUNDING HOUSING ASSISTANCE
ITEM#70199
6:01 P.M.
Mayor Dyer welcomed Ronald H. Williams, Jr., Deputy City Manager and Andrew Friedman, Director—
Housing and Neighborhood Housing. Mr. Williams expressed his appreciation to City Council for their
continued support:
FEDERAL CARES ACT AND STATE
FUNDING FOR COVID -19
HOUSING ASSISTANCE
DEPUTY COY MANAGER RON WILLIAMS &
DIRECTOR OF HOUSING & NEIGHBORHOOD PRESERVATION ANDY FRIEDMAN
CITY COUNCIL -APRIL 28, 2020
Here is an overview of Housing Assistance Funds:
Housing Assistance Funds
The Federal CARES Act, passed on March 27, 2020, provided funding
to the Dept. of Housing and Urban Development to pass through to
States and localities to address the housing needs caused by the
COVID-19 pandemic.
The Commonwealth has made available State funds to assist persons
experiencing homelessness by providing non-congregate shelter
during the crisis.
April 28, 2020
6
CITY MANAGER'S BRIEFING
COVID-19 FEDERAL AND STATE FUNDING HOUSING ASSISTANCE
ITEM#70199
(Continued)
Here are the identified Proposed Uses:
Proposed Uses
SOMA Amend Proposed Uses
Rent Assistance to prevent eviction
HUD-Community Development Mortgage assistance to prevent foreclosure
Block Grant(CDBG) $1,209,508 Staffing,support and equipment costs
Hotel Sheltering options
Homeless prevention
HUD-Emergency Solutions Rapid re-housing
Grant(ESG) $ 606,131 Staffing,support and equipment costs
HUD-Housing Opportunities for
People with AIDS/HIV Hotel/motel sheltering;eviction prevention,short term rental
(HOPWA) $ 282,244 assistance
Federal Total $2,097,883
Hotel/motel sheltering for homeless persons,and related
Virginia-State&FEMA funds $89,577* expenses
Total to Appropriate $2,187,460
'Tile State is providing$124,577 for use in Vlrjn a Beach.S35,001)of that amount will go directly from the slate to Samaritan House to shelter homeless families and victims of domestkvbkn.
Here are the Programs Operators proposed for each Program:
Program Operators
Program Operator
Rent Assistance to prevent eviction Dept.of Housing and Neighborhood
Mortgage assistance to prevent foreclosure Preservation(DHNP)
Staffing,support and equipment costs
Hotel Sheltering options DHNP
Homeless prevention Non-profit contractors selected through
Rapid re-housing
Staffing,support and equipment costs proposals
HOPWA:Hotel/motel sheltering;eviction Regional non-profit contractor—LGBT Life
prevention,short term rental assistance Center
Hotel/motel sheltering for homeless persons,and DHNP
related expenses
April 28, 2020
7
CITY MANAGER'S BRIEFING
COVID-19 FEDERAL AND STATE FUNDING HOUSING ASSISTANCE
ITEM#70199
(Continued)
Here are the Estimated Program Start Dates:
Estimated Program Start Dates
Hotel Sheltering Started March 20
Eviction Prevention Program for Renters April 29
Homeless Prevention and Rapid re-housing May
HOPWA programs for people with HIV/AIDS May
Foreclosure Prevention Program June
Here is an overview of Program Eligibility:
Program Eligibility
All HUD and State funds have eligibility requirements, including household
income limits
Regulatory and statutory waivers provide some flexibility
Eligibility requirements will vary by program
For the eviction prevention program,we plan to use income eligibility of up to
80%of Area Median Income,which is approximately$46,200 for a single
household and $66,000 for a family of four. However,we will prioritize
assistance during the first few weeks to lower income households.
• Applications will be administered by the Department of Housing&
Neighborhood Preservation
April 28, 2020
8
CITY MANAGER'S BRIEFING
COVID-19 FEDERAL AND STATE FUNDING HOUSING ASSISTANCE
ITEM#70199
(Continued)
Here is Additional Available Funding:
Additional Available Funding
•Congress and HUD have provided statutory and regulatory waivers that allow
cities to use current year and FY 20-21 year funding in new and more flexible
ways so that they can also be utilized for housing assistance during the
pandemic crisis.
• Existing funds are already appropriated to accounts where they can be
utilized to supplement the new Federal and State funding;or will be
appropriated as part of the FY 20-21 proposed budget
• Funds will be allocated to programs according to the new regulations and
requirements,and adjustments will most likely be necessary based on actual
need and the timing that programs can begin.
Here is the Recommendation:
Recommendation
Adopt ordinance to appropriate Federal Cares Act and
State funding for housing assistance due to the impact
of COVID-19
Mayor Dyer expressed his appreciation to Mr. Williams and Mr. Friedman for the presentation.
April 28, 2020
9
ITEM HI
PUBLIC HEARING
ITEM#70200
Mayor Dyer DECLARED A PUBLIC HEARING:
The following registered to speak:
Dr. Amelia Ross-Hammond, Phone: 270-4658, requested funding for the African American Cultural
Center
George Pilgrim, 2200 Zia Drive, Phone: 301-3329, spoke in OPPOSITION of tax increases
Dianna Howard, 1057 Debaca Court, Phone: 567-9021, spoke in OPPOSITION of tax increases
George Kotarides, P.O. Box 825, Phone 469-0031, spoke in OPPOSITION of tax increases and support
of establishing a boat tax
Laura Habr, 62019`h Street, Phone: 428-5444, spoke in OPPOSITION of tax increases
Andrew White, spoke in OPPOSITION of tax increases
William Dillon, 203 22nd Street, Phone: 513-6330, spoke in OPPOSITION of tax increases
Robert Dean, 1204 Shawn Drive, Phone: 287-8694, spoke in OPPOSITION of tax increases
William Bickle, did not respond
There being no additional speakers, Mayor Dyer CLOSED THE PUBLIC HEARING
April 28, 2020
10
ITEM IV.1
ORDINANCES/RESOLUTION
ITEM#70201
Upon motion by Vice Mayor Wood, seconded by Council Member Berlucchi, City Council ADOPTED
Ordinance to ACCEPT and APPROPRL4TE$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-19 relief measures
Voting: 11-0
Council Members Voting Aye:
Jessica P. Abbott, Michael F. Berlucchi, Mayor Robert M. Dyer,
Barbara M.Henley,Louis R.Jones,John D.Moss,Aaron R.Rouse, Guy
K. Tower, Rosemary Wilson, Vice Mayor James L. Wood and Sabrina
D. Wooten
Council Members Absent:
None
April 28, 2020
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.
Adopted by the Council of the City of Virginia Beach, Virginia on the 28th day
of April , 2020.
Requires an affirmative vote by a majority of all members of the City Council.
APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY:
/
Budget and Management Service City Attorney's Office
CA15048/ R-2/April 22, 2020
Exhibit A
City of Virginia Beach, VA—April 2020 (REVISED 4/17/2020)
New Federal HUD Funds from the CARES Act,and State DHCD Funds for Coronavirus-related Housing Assistance
Table 1:Funding Sources and Amounts,Allowable and Proposed Uses
This document is a draft for public comment. The information does not represent a commitment of funding for any particular activity.That can only be accomplished by City Council when it acts to appropriate
the funds.Because we are seeking public comment,and city leadership review must occur,programs and amounts may change before adoption by Council.
Source Amount Allowable Uses Proposed Uses(see definitions below)
HUD-Community Development $1,209,508 Housing rehabilitation;Economic development Rent Assistance to prevent eviction
Block Grant(CDBG) Acquisition of housing or land;Public facilities such as homeless shelters;Public Mortgage assistance to prevent foreclosure
services including homeless assistance,and many other services Staffing,support and equipment costs
Rent or mortgage assistance on a limited basis
HUD-Emergency Solutions Grant $ 606,131 Must be used to assist people who are homeless;or Hotel Sheltering options
(ESG) households at or below HUD's very low income threshold,even if not currently Homeless prevention
homeless,can be assisted. Rapid re-housing
Funds can be used for sheltering,preventing homelessness,and providing housing Staffing,support and equipment costs
HUD-Housing Opportunities for $ 282,244 To assist qualifying households in the Extended Metro Statistical Area(Currituck to Hotel/motel sheltering;eviction prevention,short term
People with AIDS/HIV James City County)with emergency or other housing assistance rental assistance
(HOPWA)
Federal Total $2,097,883
Virginia Dept.of Housing and $ 89,577* To provide shelter,including hotel shelter,to currently homeless persons,including, Hotel/motel sheltering for homeless persons,and related
Community Development-State& for FEMA funds,homeless persons who are COVID-positive or need to be quarantined expenses
FEMA funds but do not require hospitalization
Total to Appropriate $2,187,460
*The State is providing$124 577 for use in Virginia Beach.$35 000 of that amount will go directly from the state to Samaritan House to shelter homeless families and victims of domestic violence.
Notes to Table 1:
1) Geographic Coverage:All funds except HOPWA funds will be used to benefit only residents of Virginia Beach;HOPWA funds will be used to benefit qualifying residents of Virginia Beach and the
Extended MSA,from Currituck to James City County.
2) Program eligibility requirements vary for each funding source.Staff will closely review regulations and consult with funding agencies to ensure that we correctly define eligibility and broaden it in
alignment with regulations when feasible.
3) Effective Dates for Allowable Costs:State and some Federal funds can and will be used to cover costs incurred retroactively,based on the specific language in the legislation or direction from the
funding agency.State funds can be used starting April 2nd.CDBG funds can be used retroactively to any date on which we started preparing or responding to the virus threat and incurred eligible
expenses.
4) Operating Agencies:Programs may be operated by the Department of Housing and/or contracted out to non-profit providers with experience with these programs
1
City of Virginia Beach, VA—April 2020 (REVISED 4/17/2020)
New Federal HUD Funds from the CARES Act,and State DHCD Funds for Coronavirus-related Housing Assistance
Table 2:Public Input and Information and Program Review and Approval Process
Background:HUD allows a shortened comment period;and a virtual public input process on the use of funds.Although the State does not require that process,we are considering all funds together and
providing stakeholders and the public the opportunity to comment.
Audience/Activity Date Method
General public—publication of proposed uses of funds and survey of Approx.April 13-24 Online survey in coordination with communications office
housing needs
Key stakeholders—homeless system providers April 16 Conference call and discussion
Key stakeholders:Hampton Roads Realtors Assoc.and Tidewater April 13-24 Conference calls and discussion
Builders Assoc.
General Public—Official public notice—5 Day Comment Period April 17 Publish in newspaper
City Council/briefing and requested vote Week of April 27 Virtual meeting,ordinance to adopt
HUD/Submit proposed uses of funds Upon Council action Official submission to HUD for approval
Potential program beneficiaries Hotel program will be ongoing;eviction We expect news coverage of council action will generate sufficient publicity
prevention will start upon HUD approval of
submission
Additional Notes:How to Access Programs
To the extent feasible,we will use our existing contract with the Regional Housing Crisis Hotline(757-227-5932)to receive and screen calls and make appropriate referrals;and use our in-house Housing Crisis
Assessment team and scoring processes to do referral to programs.
Definition of Terms:
Homelessness prevention and eviction prevention include assessment,discussion with landlords,identification of all available other resources,and potential provision of financial assistance needed to avoid
eviction or avoid homelessness.
Rapid re-housing means assisting a currently homeless person to obtain housing soon after they become homeless.It includes housing location assistance,short term rental assistance potentially including
security deposits,and follow up to help ensure housing stability
Other Costs:staff,support costs and equipment. While the city and several existing non-profits are already carrying out some these activities,the scope of the programs will expand;and for new programs and
the expected high level of demand for services means that additional staff, computers and cell phones will be needed.In addition,new workloads for accounting and reporting will be generated.We will
attempt to do most work remotely,so there won't be a need for additional office space. If additional staffing is needed for city-operated activities,we will seek to use currently unassigned city staff with the
appropriate qualifications for this work.
2
11
ITEM IV.2
ORDINANCES/RESOLUTION
ITEM#70202
Upon motion by Council Member Berlucchi, seconded by Council Member Wooten, City Council
ADOPTED 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
Voting: 10-0
Council Members Voting Aye:
Jessica P. Abbott, Michael F. Berlucchi, Mayor Robert M. Dyer,
Barbara M.Henley,Louis R.Jones,John D.Moss,Aaron R.Rouse, Guy
K. Tower, Rosemary Wilson, and Sabrina D. Wooten
Council Members Abstaining:
Vice Mayor Wood
Council Members Absent:
None
April 28, 2020
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 28th
day of April , 2020.
APPROVED AS TO LEGAL SUFFICIENCY:
City Attorney's Office
CA15046
R-4
April 14, 2020
Q`G1/.11A•B C,y
04
City of Beach
S OF owl
03,04
Vligov.com
JAMES L.WOOD MUNICIPAL CENTER
VICE MAYOR BUILDING 1,ROOM 281
DISTRICT 5-LYNNHAVEN 2401 COURTHOUSE DRIVE
VIRGINIA BEACH,VA 23456-9000
(757)785-4342
FAX(757)340-2082
April 28, 2020 JLw000Bv�oVCaM
Refer to File No. 0067237
Mrs. Amanda Barnes, MMC
City Clerk
Municipal Center
Virginia Beach, Virginia 23456
Re: Disclosure and Abstention Pursuant to Virginia Code § 2.2-3115(F)
Dear Mrs. Barnes:
Pursuant to the Virginia Conflict of Interests Act, Section 2.2-3115(F) of the Code of
Virginia, I make the following declarations:
1. I am executing this written disclosure regarding City Council's discussion and vote
on the ordinance to set the tax rate for certain personal property owned by volunteer
emergency medical services personnel or a member of a volunteer fire department.
2. My wife is an emergency medical services volunteer.
3. Although the City Attorney has advised me that the Act allows me to vote on this
matter because I am a member of a group of more than three persons—namely
volunteer emergency medical services personnel or volunteer fire department
personnel and their immediate family members—I have chosen to abstain from
participating in the City Council's discussion and vote on this matter.
I respectfully request that you record this declaration in the official records of City Council.
Thank you for your assistance in this matter.
incerel ,
J es L. Wood
Vice Mayor
JLW/RRI
12
ITEM IV.3
ORDINANCES/RESOLUTION
ITEM#70203
After City Council discussion, Vice Mayor Wood made a motion,seconded by Council Member Berlucchi,
to ADOPT Ordinance to ADD a Small Business Emergency Assistance Program to the Economic
Development Investment Program (EDIP)Policy re COVID-19 Pandemic
Council Member Rouse then made a SUBSTITUTE MOTION, seconded by Council Member Tower, to
AMEND the Ordinance to ADD a Small Business Emergency Assistance Program to the Economic
Development Investment Program (EDIP) Policy re COVID-19 Pandemic by reducing the maximum
number of employees from 500 to 250 for qualifying Small Business Applications.
Voting: 11-0
Council Members Voting Aye:
Jessica P. Abbott, Michael F. Berlucchi, Mayor Robert M. Dyer,
Barbara M.Henley,Louis R.Jones,John D.Moss,Aaron R.Rouse, Guy
K. Tower, Rosemary Wilson, Vice Mayor James L. Wood and Sabrina
D. Wooten
Council Members Absent:
None
April 28, 2020
13
ITEM IV.3
ORDINANCES/RESOLUTION
ITEM#70203
(Continued)
Upon motion by Council Member Rouse,seconded by Council Member Tower, City Council ADOPTED,
as AMENDED, Ordinance to ADD a Small Business Emergency Assistance Program to the Economic
Development Investment Program (EDIP)Policy re COVID-19 Pandemic
Voting: 11-0
Council Members Voting Aye:
Jessica P. Abbott, Michael F. Berlucchi, Mayor Robert M. Dyer,
Barbara M.Henley,Louis R.Jones,John D.Moss,Aaron R. Rouse, Guy
K. Tower, Rosemary Wilson, Vice Mayor James L. Wood and Sabrina
D. Wooten
Council Members Absent:
None
April 28, 2020
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 28th
day of April , 2020.
APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY:
Department of Econo, Development City Attorney's Office
CA14860
c:\users\cking\appdata\local\microsoft\windows\inetcache\content.outlook\w00fklkp\00628433(002).docx
R-2
April 22, 2020
Council Approved 4-28-20
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 250 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: ecdev@vbgov.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
Council Approved 4-28-20
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
Council Approved 4-28-20
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
14
ITEM IV.4
ORDINANCES/RESOLUTION
ITEM#70204
Upon motion by Vice Mayor Wood, seconded by Council Member Berlucchi, City Council ADOPTED
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
Voting: 9-1
Council Members Voting Aye:
Michael F. Berlucchi, Mayor Robert M. Dyer, Barbara M. Henley,
Louis R. Jones,Aaron R. Rouse, Guy K. Tower, Rosemary Wilson, Vice
Mayor James L. Wood and Sabrina D. Wooten
Council Members Voting Nay:
John D. Moss
Council Members Absent:
Jessica Abbott—lost internet connection
April 28, 2020
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 1, 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
4820-2487-9283.4
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
4820-2487-9283.4
(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
4820-2487-9283.4
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.
Girr
Clerk, City Council of the City of Virginia
Beach,Virginia
6
4820-2487-9283.4
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 NCY:
Finance Department City Attorney's Office
CA 14995
R-2
April 17, 2020
7
4820-2487-9283.4
CERTIFICATE
The undersigned Clerk of the City Council of the City of Virginia Beach, Virginia (the
"City Council"), certifies that:
1. 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 X /_ A Y E
James L. Wood, Vice Mayor X /_ AYE
Jessica P. Abbott _ / X
Michael F. Berlucchi X /_ A Y E
Barbara M. Henley X /_ A Y E
Louis R. Jones X /_ A Y E
John D. Moss X /_ N A Y
Aaron R. Rouse X /_ A Y E
Guy King Tower X /_ A Y E
Rosemary Wilson X I_ AYE
Sabrina D. Wooten X / AYE
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 L
e-‘--
day of/Qrv\ 2020.
Clerk, City Council of the City of Virginia
Beach, Virginia
(SEAL)
8
4820-2487-9283.4
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
4852-4391-5700.3
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 III
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
i
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 2020B 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 1, 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 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 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;
4852-4391-5700.3
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.
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4852-4391-5700.3
"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 1, 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.
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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 2020B 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 1 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
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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 $1,000,000 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
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4852-4391-5700.3
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) ]Mandatory 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
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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
4852-4391-5700.3
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
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4852-4391-5700.3
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 III 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.
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48524391-5700.3
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.
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4852-4391-5700.3
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:
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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
0/0 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
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4852-4391-5700.3
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 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 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 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.
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4852-4391-5700.3
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.
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4852-4391-5700.3
IMandatory 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
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
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
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.
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 2020B
INTEREST RATE MATURITY DATE DATED DATE CUSIP
% 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 1, 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-1
4852-4391-5700.3
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 $1,000,000 of Series 2020B Bonds
(as hereinafter defined), payment will be made by wire transfer pursuant to the most recent wire
instructions received by the Trustee from such registered owner. If the nominal date for making
any payment on this bond is not a Business Day (as hereinafter defined), the payment may be
made on the next Business Day with the same effect as if made on the nominal date, and no
additional interest shall accrue between the nominal date and the actual payment date. Principal
and interest are payable in lawful money of the United States of America.
"Business Day" shall mean a day on which banking business is transacted, but not
including a Saturday, Sunday or legal holiday, or any day on which banking institutions are
authorized by law to close in the city in the Commonwealth of Virginia in which the Trustee has
its principal corporate trust office.
Notwithstanding any other provision hereof, this bond is subject to book-entry form
maintained by the Depository Trust Company ("DTC"), and the payment of principal and
interest, the providing of notices and other matters shall be made as described in the Authority's
Letter of Representations to DTC.
This bond is one of an issue of$ 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
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 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
4852-4391-5700.3
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
B-4
4852-4391-5700.3
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
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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 FR 1 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
4852-4391-5700.3
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
ii
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:
WITNES SETH:
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 1,
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 1, 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 148(f) 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 141(b)(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
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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 17th 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 I-264 interstate improvement projects
Street Improvements between I-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 Series 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 19t 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 S238,047,360 $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
15
ADJOURNMENT
ITEM#70205
Mayor Robert M. Dyer DECLARED the City Council SPECIAL MEETING ADJOURNED at 7:55
P.M.
K-------
(1
Terri H. Chelius
Chief Deputy City Clerk
a a Barnes, MMC Robert M. Dyer
City Clerk Mayor
April 28, 2020