HomeMy WebLinkAboutCouncil Actions 10-07-04Lea
36867-100704
ROANOKE CiTY COUNCIL
OANOKE REOEVEL OPMENT AND HOUSING
UTHORITY BOARO OF COMMISSIONERS
JOINT MEETING
OCTOBER ~, 2004
12:00 NOON
EMERGENCY OPERA TION$ CENTER
CONFERENCE ROOM
ROOM
AGENOA
CALL TO ORDER.
ROLL CALL:
Council/Roanoke Redevelopment and Housing Authority.
Mayor C. Nelson Harris and Council Member Alfred T.
Dowe, Jr. were absent.
WELCOME: Vice-Mayor Beverly T. Fitzpatrick, Jr.
INVOCATION AND LUNCH.
E. OPENING REMARKS:
Beverly T. Fitzpatrick, Jr., Vice-Mayor
Ben J. Fink, Chair
DISCUSSION ITEMS:
Overview of the Henry Street Program (TAP, Dumas, Higher Education
Center and the Culinary Institute).
File -#132-178-226-414-511
G. OTHER BUSINESS:
A communication from Vice-Mayor Beverly T. Fitzpatrick, Jr., requesting that
Council convene in a Closed Meeting to discuss vacancies on certain
authorities, boards, commissions and committees appointed by Council, and
to interview applicants for vacancies on the Roanoke Redevelopment and
Housing Authority and the Architectural Review Board, pursuant to Section
2.2-371 ] (A)(1), Code of Virginia (] 950), as amended.
Approved (5-0)
File #110-132
THE COUNCIL MEETING WAS DECLARED IN RECESS TO BE RECONVENED AT
2:00 P.M., IN THE CITY COUNCIL CHAMBER.
2
Lea
$6867-100704
ROANOKE OTY COUNCIL
REGULAR SESSION
OCTOBER ~, 2004
2:00 P.l~.
OTY COUNOL CHAI~BER
AGENDA
Call to Order--Roll Call. (Mayor C. Nelson Harris and Council
Member Alfred T. Dowe, Jr., were
absent.)
The Invocation was delivered by Council Member Sherman P. Lea.
The Pledge of Allegiance to the Flag of the United States of America
was led by Vice-Mayor Beverly T. Fitzpatrick, .~r.
Welcome. Vice-Mayor Fitzpatrick.
NOTICE:
Today's Council meeting will be replayed on Channel 3 on Thursday,
October 7, 2004, at 7:00 p.m., and Saturday, October 9, :2004, at 4:00 p.m.
Council meetings are offered with closed captioning for the hearing
impaired.
3
ANNOUNCEMENTS:
THE PUBLIC IS ADVISED THAT MEMBERS OF COUNCIL RECEIVE THE CITY
COUNCIL AGENDA AND RELATED COMMUNICATIONS, REPORTS,
ORDINANCES AND RESOLUTIONS, ETC., ON THE THURSDAY PRIOR TO THE
COUNCIL MEETING TO PROVIDE SUFFICIENT TIME FOR REVIEW OF
INFORMATION. CITIZENS WHO ARE INTERESTED IN OBTAINING A COPY OF
ANY ITEM LISTED ON THE AGENDA MAY CONTACT THE CITY CLERK'S
OFFICE, ROOM 456, NOEL C. TAYLOR MUNICIPAL BUILDING, 215 CHURCH
AVENUE, S. W., OR CALL 853-2541.
THE CITY CLERK'S OFFICE PROVIDES THE MAJORITY OF THE CITY COUNCIL
AGENDA ON THE INTERNET FOR VIEWING AND RESEARCH PURPOSES. TO
ACCESS AGENDA MATERIAL, GO TO THE CITY'S HOMEPAGE AT
WWW.ROANOKEGOV.COM, CLICK ON THE ROANOKE CITY COUNCIL ICON,
CLICK ON MEETINGS AND AGENDAS, AND DOWNLOAD THE ADOBE
ACROBAT SOF'I'WARE TO ACCESS THE AGENDA.
ALL PERSONS WISHING TO ADDRESS COUNCIL ARE REQUESTED TO
REGISTER WITH THE STAFF ASSISTANT WHO IS LOCATED AT THE ENTRANCE
TO THE COUNCIL CHAMBER. ON THE SAME AGENDA ITEM, ONE TO FOUR
SPEAKERS WILL BE ALLO'I-rED FIVE MINUTES EACH, HOWEVER, IF THERE ARE
MORE THAN FOUR SPEAKERS, EACH SPEAKER WILL BE ALLO'I-i'ED THREE
MINUTES.
ANY PERSON WHO IS INTERESTED IN SERVING ON A CITY COUNCIL
APPOINTED AUTHORITY, BOARD, COMMISSION OR COMMI'I-I-EE IS
REQUESTED TO CONTACT THE CITY CLERK'S OFFICE AT 853-2541, OR
ACCESS THE CITY'S HOMEPAGE AT WWW.ROANOKEGOV.COM, TO OBTAIN
AN APPLICATION.
2. PRESENTATIONS AND ACKNOWLEDGEMENTS:
Proclamation declaring October 2004, as National Disability Employment
Awareness Month.
File #3-353
Proclamation declaring October 3 - 9, 2004, as Mental Illness Awareness
Week.
File #3-22
Proclamation declaring October 3 - 9, 2004, as Fire Prevention Week.
File #3-70
CONSENT AGENDA
C-1
Approved (5-0)
ALL MA'I-I'ERS LISTED UNDER THE CONSENT AGENDA ARE CONSIDERED TO
BE ROUTINE BY THE MEMBERS OF CITY COUNCIL AND WILL BE ENACTED BY
ONE MOTION. THERE WILL BE NO SEPARATE DISCUSSION OFTHE ITEMS. IF
DISCUSSION IS DESIRED, THE ITEM WILL BE REMOVED FROM THE CONSENT
AGENDA AND CONSIDERED SEPARATELY.
Qualification of the following persons:
William M. Hackworth, City Attorney;Jesse A. Hall, Director of Finance;
Mary F. Parker, City Clerk; and Troy A. Harmon, Municipal Auditor, for
two year terms of office, commencing October 1, 2004, and ending
September 30, 2006;
Roger B. Holnback as a member of the Parks and Recreation Advisory
Board, for a term ending March 31,2007;
Edwin L. Noell as a member of the Board of Fire Appeals, for a term
ending June 30, 2008;
Althea L. Pilkington as a member of the Roanoke Neighborhood
Advocates, to fill the unexpired term of Joseph A. Schupp, resigned,
ending June 30, 2006; and
Anita M. Powell as a Commissioner of the Roanoke Redevelopment
and Housing Authority, for a term ending August 31, 2008.
RECOMMENDED ACTION: Receive and file.
Approved (5-0)
File #1-15-38-67-70-83-110-178-448
REGULAR AGENDA
4. PUBLIC HEARINGS: NONE.
5. PETITIONS AND COMMUNICATIONS: NONE.
6. REPORTS OF OFFICERS:
a. CiTY MANAGER:
BRIEFINGS: NONE.
ITEMS RECOMMENDED FOR ACTION:
Execution of a Subgrant Agreement with the Blue Ridge
Housing Development Corporation, Inc., to conduct 2004-2005
housing activities using CDBG and HOME Investment
Partnership Program funds, in the amount of $513,147.00.
Adopted Resolution No. 36867-100704. (5-0)
File #178-236
Authorization to continue services of the Eligibility Worker
stationed at the Health Department; and appropriation of
funds.
Adopted Budget Ordinance No. 36868-100704 and
Resolution No. 36869-100704. (5-0)
File #22-60-72
Acceptance of certain grant funds from the Virginia Department
of Motor Vehicles, in the amount of $20,000.00; and
appropriation of funds.
Adopted Budget Ordinance No. 36870-100704 and
Resolution No. 36871-100704. (5-0)
File #5-60-163-236
6
4. Confirmation of the City Manager's action declaring a local
flood emergency commencing on September 28, 2004.
Adopted Resolution No. 36872-100704. (5-0)
File #188-237
DIRECTOR OF FINANCE:
1. Financial report for the month of August, 2004.
Received and filed.
File #1 0
REPORTS OF COMMI'I-rEES:
NONE.
UNFINISHED BUSINESS: NONE.
INTRODUCTION AND CONSIDERATION OF ORDINANCES
AND RESOLUTIONS:
A resolution authorizing issuance of not to exceed $1,300,000.00
General Obligation School Bonds of the City of Roanoke, Virginia, to
finance capital improvements at Lincoln Terrace Elementary School.
(Public hearing was held on Tuesday, September 7, 2004.)
Adopted Resolution No. 36873-100704. (5-0)
File #53-467
10. MOTIONS AND MISCELLANEOUS BUSINESS:
Inquiries and/or comments by the Vice-Mayor and Members of City
Council.
Council Member Wishneff advised that at the Council
meeting on Monday, October 18, 2004, he will request a
closed session to discuss the performance of certain City
personnel in reference to recent comments regarding the
flooding of Victory Stadium. He expressed concern with
regard to the condition of Victory Stadium and the field and
the City's lack of progress to clean up the facility following
the flooding event on September 28 so that the field could
be ready for the Patrick Henry Homecoming football game
on Friday, October 8.
File #122-132-237-467
Council Member Lea concurred in the statement of
Mr. Wishneff and advised that a contingency plan is needed
in the event that high school football games cannot be
played at Victory Stadium due to the condition of the field.
He expressed concern that the City's efforts to clean up
Victory Stadium are lagging behind those of another
Roanoke Valley locality.
File #122-132-237-467
At the request of Council Member Cutler, the Acting City
Manager reported on the condition of the field at Victory
Stadium.
File #122-132-237-467
Vice-Mayor Fitzpatrick spoke with regard to flooding
conditions throughout the City of Roanoke as a result of
the September 28 flood event, with over 100 homes and 43
businesses having sustained flooding/flood damage, and
continuing clean up efforts by the City.
File #132-237-184
b. Vacancies on certain authorities, boards, commissions and
committees appointed by Council.
1 1. HEARING OF CITIZENS UPON PUBLIC MA'I-FERS:
CITY COUNCIL SETS THIS TIME AS A PRIORITY FOR CITIZENS TO BE HEARD.
MATTERS REQUIRING REFERRAL TO THE CITY MANAGER WILL BE REFERRED
IMMEDIATELY FOR RESPONSE, RECOMMENDATION OR REPORT TO
COUNCIL.
8
Mr. Chris Craft, 1501 East Gate Avenue, N. E., advised that a
representative, age 30 or younger, should be appointed to the
Stadium Study Committee. He stated that cleaning up Victory
Stadium should be a priority of the City so that the Patrick Henry
High School Homecoming football game can be played at the
facility on Friday, October 8.
File #122-237-467
Ms. Lisa S. Updike, 2803 Woodlawn Avenue, S. W., advised that
Victory Stadium should be maintained and supported by the City
in the proper manner. She requested that Council facilitate
positive and immediate movement with regard to cleaning up
Victory Stadium so that the Patrick Henry Homecoming football
game can be played at the facility on Friday, October 8.
File #122--23?-46?
Carol L. Brash, President, Patrick Henry High School Parent-
Teacher Association, advised that at a meeting of the Roanoke
Central Council PTA on October 6, a resolution was adopted
urging the City to take the necessary action to clean up Victory
Stadium.
File #122-237-467
Mr. Robert Gravely, 729 Loudon Avenue, N. W., spoke with
regard to confusion as to which City department is responsible
for cleaning up Victory Stadium. He expressed concern with
regard to the overall lack of cleanliness of the City of Roanoke.
File #66-122
Ms. Helen E. Davis, 35 Patton Avenue, N. E., concurred in the
remarks of Ms. Updike and Ms. Brash, and advised that Victory
Stadium has been neglected by the City for some time. She
stated that all citizens are concerned about the impact of the
flood on Roanoke's citizens and businesses.
File #122-237-467
A motion was adopted by Council requesting that the City
Attorney prepare the proper measure expressing appreciation to
all City employees and citizens for their efforts to clean up the
City as a result of the flood event on September 28.
File #83-1 32-184
1 2. ACTING CITY MANAGER COMMENTS: NONE.
CERTIFICATION OF CLOSED SESSION. (5-0)
The Acting City Manager advised that the Director of Civic
Facilities reports that the Victory Stadium field can be marginally
playable, with some wet spots, by Friday, October 8; however, in
view of concerns regardin.g the general environment, i.e:
fencing, crowd control, ticketing, etc., the Acting Superintendent
of Schools and the Principal of Patrick Henry High School have
made the decision to hold the Patrick Henry Homecoming
football game at Heritage High School in Lynchburg, Virginia, on
Friday, October 8, with the goal of playing football at Victory
Stadium on Friday, October 15.
File #122-192-237-467
Gregory W. Staples was appointed as a member of the Personnel
and Employment Practices Commission for a term ending
June 30, 2007. (City residency requirement was waived.)
File #15-110-202
THE COUNCIL MEETING WAS DECLARED IN RECESS UNTIL WEDNESDAY,
OCTOBER 13, 2004, AT 12:00 NOON AT THE SALEM CIVIC CENTER,
PARLOR C, 1001 BOULEVARD, SALEM, VIRGINIA, FOR THE REGIONAL
LEADERSHIP SUMMIT WITH THE GENERAL ASSEMBLY REPRESENTATIVES TO
DISCUSS KEY LEGISLATIVE ISSUES.
C. NELSON HARRIS
Mayor
CITY OF ROANOKE
CITY COUNCIL
215 Church Avenue, S.W.
Noel C. Taylor Municipal Building, Room 456
Roanoke, Virginia 24011-1536
Telephone: (540) 853-2541
Fax: (540) 853-1145
Council Members:
M. Rupert Cutler
Alfred T. Dowe, Jr.
Beverly T. Fitzpatrick, Jr.
Sherman P. Lea
Brenda L. McDaniel
Brian I. Wishneff
October 7, 2004
The Honorable Members
of the Roanoke City Council
Roanoke, Virginia
Dear Members of Council:
This is to request a Closed Meeting to discuss vacancies on certain authorities, boards,
commissions and committees appointed by Council, pursuant to Section 2.2-3711 (A)(1),
Code of Virginia (1950), as amended.
Sincerely,
Beverly T. Fitzpatrick, Jr.
Vice-Mayor
BTFjr:snh
Office of the Mayor
CITY OF ROANOKE
WHEREAS, to recognize the contributions of .4mericans with disabdities and to
encourage all citizens to help ensure full inclusion in the workforce, the United States
Congress, in 1945, designated October of each year as NATIONAL D1S/IB1L1TY
EMPLOYMENT A W.4tLENESS MONTH; and
WHEREAS, community leaders, businesses and vocational rehabditation partners
have organized activities nationwide to increase public awareness about disability issues
and to continue their work to break down barriers that people with disabilities face on a
daily basis, while upholding the fundamental commitment to jttstice and equality for all
people; and
WHEREAS, the Mayor's Committee for People with Disabilities is a volunteer group
of citizens and busit~ess leaders, with and without disabilities, from the City of Roanoke,
Roanoke County, the City of Salem and the Town of Vinton; and
WHEREAS, the Mayor's Committee for People with Disabilities, Blue Ridge
Independent Living Center, Didlake, Inc., Go~heill Industries of the Valleys, Greater
Roanoke Transit Company (Valley Metro). Social Security Administration, Unified
Human Transportation Services, Inc. (IMDAPO, United State~ Forest Service Seniors
Community Service Employment Program, Virginia Department for Blind and Visually
Impaired, Virginia Department of Rehabilitative Services, Virginia Employment
Commission, Workforce Development Center and other members of the Mayor's
Committee for People with Disabilities are working together to improve the physical,
psychological, social, and spiritual well-being of person~ with disabilities in the Roanok~
Valley, and to educate the public about available resources to enable citizens with
disabilities to make the most of their potential; and
WHEREAS, these groups, in conjunction with other Roanoke Valley organizations,
are working together to recognize the value of employees with disabilities and their
employers through special program$ and activities throughout the year.
NOW, THEP~.FORE, I, Beverly ~ Fitzpatrick, Jr., on behalf of C. Nelson Harris.
Mayor of the City of Roanoke, Virginia, do hereby proclaim October 2004, throughout
this great.dll-.'lmerica City, as
NATIONAL DISABILITY EMPLOYMENT AWARENESS MONTH.
Given under our hands and the Seal of the City of Rotmoke this seventh da?; q/October in
the year two thoustmd and four.
A I I'EST:
Mar3' F. Parker
C/0, Clerk
Office of the Mayor
CITY OF ROANOKE
ro :lamation
WHEREAS every individual, family and community shouM understand that
mental health is an essential part of overall health~ and suicide prevention
can be reduced by removing the stigma of seeking care; and
WHEREAS, it is essential to eliminate disparities in mental health by
promoting well-being for all citizens, regardless of race, ethnicity,
language, place of residence or age, and ensure equity of access, delivery
of services, culturally competent care to all and improvement of outcomes
through public and private partnerships; and
WHEREAS, consumers and families need the necessary information and the
opportunity to exercise choice over care decisions, including
individualized plans of care, expanded organizational employment
support, enhanced rights protection, better criminal and juvenile justice
diversion, re-entry programs and improved access to housing; and
WHEREAS, every individual shouM have the opportunity for early and
appropriate mental health screening, assessment and referral to
treatment; and
WHEREAS, adults and children with mental illness deserve ready access to
evidence-based best treatments, services and support leading to recovery;
and
WHEREAS, the mental health system is responsible for providing consumers,
providers and the public with quality, accessible and accountable
information, while supporting improved care and information
dissemination.
NOW, THEREFORE, 1, Beverly 72 Fitzpatrick .Ir., on behalf of C Nelson
Harris, Mayor of the City of Roanoke, Virginia, in order to increase public
awareness of severe mental illness and to promote greater understanding for
those who suffer from the potentially disabling symptoms of these disorders, do
hereby proclaim October 3 - 9, 2004, throughout this great All-America City, as
MENTAL ILLNESS AWARENESS WEEK.
Given under our hands and the Seal of the City of Roanoke this seventh day of
October in the year two thousand and four.
Mary F. Parker Beverly Z Fitzpatrick .Jr.
City Clerk Vice-Mayor
Office of the Mayor
CITY OF ROANOKE
WHEREAS,
WHEREAS,
WHEREAS,
WHEREAS,
WHEREAS,
WHEREAS,
Virginia fire departments respond to more than 25,000 fires a
year; home fires claimed more than 2, 600 lives in the United States
in 2002, more than all other natural disasters combined; and 79
per cent of fire deaths nationwide happen in the home; and
the City of Roanoke recognizes the significant personal and
economic toll that fire takes on its citizens; and
the City of Roanoke understands that safety measures can
significantly cut the risk of fire; a fire can spread rapidly and a
quick escape from the home increases the chances of survival; and
smoke alarms have been proven as an effective life-saver, having
helped to cut the home fire death rate by one half since
introduction to the general public; and
the City of Roanoke joins with the National Fire Protection
Association (NFP/I) in reaching out with a message for all citizens
of Virginia in commemoration of national safety support by fire
departments, schools and other public safety advocates; and
"It's Fire Prevention Week: Test Your Smoke Alarms," is an
important reminder for all citizens during Fire Prevention Week
2004.
NOW, THEREFORE, L Beverly 7~ Fitzpatrick, ,Ir., on behalf of C Nelson
Harris, Mayor of the City of Roanoke, Virginia, urge all citizens to install
and maintain smoke alarms, and do hereby proclaim the week of October
3 - 9, 2004, throughout this great ~ill-America City, as
FIRE PREVENTION WEEK.
Given under our hands and the Seal of the City of Roanoke this seventh day of
October in the year two thousand and four.
ATTEST:
Mary ~ Parker
City Clerk
Beverly 7~ Fitzpatrick, Jr.
Vice-Mayor
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to-wit:
I, William M. Hackworth, do solemnly swear (or affirm) that I will support
the Constitution of the United States of America and the Constitution of the
Commonwealth of Virginia, and that I will faithfully and impartially discharge
and perform all the duties incumbent upon me as City Attorney of the City of
Roanoke, for a term of two years commencing October 1, 2004, and ending
September 30, 2006, according to the best of my ability.
Subscribed and sworn to before me this ](~ day of~'~-f~.~_¢.2004.
N:\CKEWl\oath and leaving service\Qualifications Council Appointed Officers\quafification oaths.doc
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to-wit:
I, Jesse A. Hall, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the
Commonwealth of Virginia, and that I will faithfully and impartially discharge
and perform all the duties incumbent upon me as Director of Finance of the
City of Roanoke, for a term of two years commencing October :[, 2004, and
ending September 30, 2006, according to the best of my ability.
BRENDA L. HAMILTON, CLERK OFT~E CIRCUIT COURT
BY ~-' C~'~J'/ , DEPUTY CLERK
N:\CKEWI\oath and leaving service\Qualifications Council Appointed Officers\qualification oaths doc
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to-wit:
I, Mary F. Parker, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the
Commonwealth of Virginia, and that I will faithfully and impartially discharge
and perform all the duties incumbent upon me as City Clerk of the City of
Roanoke, for a term of two years commencing October 1, 2004, and ending
September 30, 2006, according to the best of my ability.
Subscribed and sworn to before me this ~day of ~:~ 2004.
BRENDA L. HAMILTON, CLERK OF THE CIRCUIT COURT
BY ~ ,-DEPUTY CLERK
N:\CKEW 1\oath and leaving service\Qualifications Council Appointed Officers\qualification oaths.doc
CITY OF ROANOKE
Office of the City Clerk
Mary F. Parker, CMC
City Clerk
Stephanie M. Moon, CMC
Deputy City Clerk
Sheila N. Hartman
Assistant City Clerk
October 11, 2004
File #15-67-110
Carl H. Kopitzke, Vice-Chair
Parks and Recreation Advisory Board
2314 Martin Lane, S. W.
Roanoke, Virginia 24015
Dear Mr. Kopitzke:
This is to advise you that Roger B. Holnback has qualified as a member of the
Parks and Recreation Advisory Board, for a term ending March 31, 2007.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
pc:
Steven C. Buschor, Director, Parks and Recreation
Stephanie M. Moon, CMC, Deputy City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to-wit:
I, Roger B. Holnback, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the
Commonwealth of Virginia, and that I will faithfully and impartially discharge
and perform all the duties incumbent upon me as a member of the Parks and
Recreation Advisory Board, for a term ending March 31, 2007, according to the
best of my ability (So help me God).
Subscribed and sworn to before me this ~1~ day of 2004.
BRENDA L. HAMILTON, CLERK OF THE CIRCUIT COURT
L:\C LERK\DATA\CKEWI \oath and leaving service~Parks and Rec\Roger B Holnback oath letter.doc
CITY OF ROANOKE
Office of the City Clerk
Mary F. Parker, CMC
City Clerk
Stephanie M. Moon, CMC
Deputy City Clerk
Sheila N. Hartman
Assistant City Clerk
October 11, 2004
File #15-70-110
Stephanie M. Moon, CMC, Secretary
Board of Fire Appeals
Roanoke, Virginia
Dear Ms. Moon:
This is to advise you that Edwin L. Noell has qualified as a member of the Board of
Fire Appeals for a term ending June 30, 2008.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roe~',oke, to-wit:
I, Edwin L. Noell, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the Commonwealth
of Virginia, and that I will faithfully and impartially discharge and perform all the duties
incumbent upon me as a member of the Board of Fire Appeals, for a term ending June
30, 2008, according to the best of my ability (So help me God),
/
Subscribed and sworn to before me this~Y"~day o~2004.
BRENDA L. HAMILTON, CLERK OF THE CIRCUIT COURT
BY ~::'~ ~~-'~ ;OEPUTY CLERK
C:\MY FILES~DOCUMENTS\OATH OR AFFIRMATION OF OFFICE.DOC
CITY' OF ROANOKE
Office of the City Clerk
Mary F. Parker, CMC Stephanie M. Moon, CMC
City Clerk Deputy City Clerk
Sheila N. Hartman
Assistant City Clerk
October I:L, 2004
File #15-110-448
Carl D. Cooper, Chair,
Roanoke Neighborhood Advocates
3160 Round Hill Avenue, N. W.
Roanoke, Virginia 24012
Dear Mr. Cooper:
This is to advise you that Althea L. Pilkington has qualified as a member of the
Roanoke Neighborhood Advocates, to fill the unexpired term of Joseph A. Schupp,
resigned, ending June 30, 2006.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
pc:
Robert A. Clement, Jr., Housing and Neighborhood Services, Neighborhood
Development Specialist
Stephanie M. Moon, CMC, Deputy City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to-wit:
I, Althea L. Pilkington, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the
Commonwealth of Virginia, and that I will faithfully and impartially discharge
and perform all the duties incumbent upon me as a member of the Roanoke
Neighborhood Advocates, to fill the unexpired term of Joseph A. Schupp, for a
term ending June 30, 2006, according to the best of my ability (So help me
God).
Subscribed and sworn to before me this ~9..~ day of~04.
BRENDA L. HAMILTON, CLERK OF THE CIRCUIT COURT
K:\oath and leaving service\Roanoke Neighborhood Advocates~Althea L. Pilkington oath letter, doc
CITY OF ROANOKE
Office of the City Clerk
Mary F. Parker, CMC
City Clerk
Stephanie M. Moon, CMC
Deputy City Clerk
Sheila N. Hartman
Assistant City Clerk
October 11, 2004
File #15-178
John P. Baker, Executive Director
Roanoke Redevelopment and Housing Authority
P. O. Box 6459
Roanoke, Virginia 24017-0359
Dear Mr. Baker:
This is to advise you that Anita M. Powell has qualified as a Commissioner of the
Roanoke Redevelopment and Housing Authority, for a term ending August 31,
2008.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
pc: Stephanie M. Moon, CMC, Deputy City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to-wit:
I, ANITA M. POWELL, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the
Commonwealth of Virginia, and that I will faithfully and impartially discharge and
perform all the duties incumbent upon me as a Commissioner of the Roanoke
Redevelopment and Housing, for aterm ending August 31, 2008, according to the
best of my ability (So help me God). //~ '~X
Subscribed and sworn to before me this:~day,,._.__ of~004.~_,~,~_
CITY OF ROANOKE
Office of the City Clerk
Mary F. Parker, CMC Stephanie M. Moon, CMC
City Clerk Deputy City Clerk
Sheila N. Hartman
Assistant City Clerk
October 11, 2004
File #178-236
Darlene L. Burcham
City Manager
Roanoke, Virginia
Dear Ms. 8urcham:
I am attaching copy of Resolution No. 36867-100704 authorizing the appropriate
City officials to execute the subgrant Agreement with the Blue Ridge Housing
Development Corporation to conduct 2004-2005 housing activities using
Community Development Block Grant and HOME Investment Partnerships Program
funds, in the amount of $5:[3,:[47.00, upon certain terms and conditions.
The abovereferenced measure was adopted by the Council of the City of Roanoke at
a regular meeting which was held on Thursday, October 7, 2004, and is in full force
and effect upon its passage.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
Attachment
Darlene L. Burcham
October 11, 2004
Page 2
pc:
Jesse A. Hall, Director of Finance
Rolanda B. Russell, Assistant City Manager for Community Development
Sherman M. Stovall, Director, Office of Management and Budget
Frank E. Baratta, Budget Team Leader
Alvin Nash, President, Blue Ridge Housing Development Corporation, Inc.,
510 11th Street, N. W., Roanoke, Virginia 24017
IN THE COUNCIL FOR THE CITY OF ROANOKE, VIRGINIA,
The 7th day of October, 2004.
No. 36867-100704.
A RESOLUTION authorizing the appropriate City officials to execute the subgrant Agreement
with the Blue Ridge Housing Development Corporation to conduct 2004-2005 housing activities using
Community Development Block Grant ("CDBG") and HOME Investment Parmerships Program funds
in the amount of $513,147.00, upon certain terms and conditions.
WHEREAS, by Resolution No. 36695-051304, adopted May 13, 2004, City Council approved
the City's 2004-2005 Annual Update to the Consolidated Plan for submission to the United States
Department of Housing and Urban Development ("HUD");
WHEREAS, by Resolution 36720-062104, adopted June 21, 2004, City Council accepted the
2004-2005 CDBG and HOME funds, pending approval from HUD;
WHEREAS, the grant agreements with HUD have been signed; and
WHEREAS, in order for BRHDC to conduct 2004-2005 housing activities approved in the
Consolidated Plan, City Council action is needed.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke that the City Manager
or Assistant City Manager, and the City Clerk, are hereby authorized to execute and attest, respectively,
on behalf of the City, the subgrant Agreement with the Blue Ridge Housing Development Corporation
to conduct 2004-2005 housing activities using Community Development Block Grant ("CDBG") and
HOME Investment Partnerships Program funds in the amount of $513,147.00, approved as to form by
the City Attorney, as is more particularly set forth in the City Manager's letter dated October 7, 2004, to
this Council.
ATTEST:
CITY OF ROANOKE
OFFICE OF THE CITY MANAGER
Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 364
Roanoke, Virginia 24011-1591
Telephone: (540) 853 2333
Fax: (540) 853-1138
CityWeb: www.roanokegov.com
October 7, 2004
Honorable C. Nelson Harris, Mayor
Honorable Beverly T. Fitzpatrick, Jr., Vice Mayor
Honorable M. Rupert Cutler, Council Member
Honorable Alfred T. Dowe, Jr., Council Member
Honorable Sherman P. Lea, Council Member
Honorable Brenda L. McDaniel, Council Member
Honorable Brian J. Wishneff, Council Member
Dear Mayor Harris and Members of Council:
Subject: 2004-2005 CDBG/HOME-
funded Agreement with the
Blue Ridge Housing
Development Corp.
Background:
Since 1996, Blue Ridge Housing Development Corp. (BRHDC) has successfully
conducted housing programs for the City using Community Development
Block Grant (CDBG) and HOME Investment Partnerships Program (HOME)
funds. On May 13, 2004, City Council authorized the BRHDC's 2004-2005
CDBG and HOME activities and funding by Resolution No. 36695-051304,
which approved the City's 2004-2005 Annual Update to the Consolidated Plan
for submission to the U.S. Department of Housing and Urban Development.
City Council accepted the 2004-2005 CDBG and HOME funds on June 21,
2004, by Budget Ordinance No. 36719-062104 and Resolution No. 36720-
062104, pending approval from HUD. The grant agreements with HUD have
since been signed.
Considerations:
In order that BRHDC may conduct its approved 2004-2005 housing activities,
City Council's authorization to execute a subgrant agreement with the BRHDC
is needed. Necessary CDBG and HOME funding is available in the accounts
listed in Attachment A of the draft Agreement, which is included with this
The Honorable Mayor and Members of Council
October 7, 2004
Page 2
report. A total of $513,147.00 is being provided to the BRHDC under this
agreement for new homeownership activities.
Recommended Action:
Authorize the City Manager to execute the 2004-2005 CDBG/HOME subgrant
Agreement with the BRHDC, similar in form and content to the draft attached
to this report, and approved as to form by the City Attorney.
Re~spectfully submitted,
City Manager
Attachment
c: Mary F. Parker, City Clerk
William M. Hackworth, City Attorney
Jesse A. Hall, Director of Finance
Frank E. Baratta, Budget Team Leader
CM04-00171
AGREEMENT
This Agreement is made and entered into this first day of July, 2004, by and between the following parties:
The Grantee
City of Roanoke, Virginia
215 Church Avenue, S.W.
Roanoke, Virginia 24011
The Subgrantee
Blue Ridge Housing
Development Corporation, Inc.
510 1 lth Street, N.W.
Roanoke, Virginia 24017
WITNESSETH:
WHEREAS, by Resolution No. 36695-051304, the Roanoke City Council approved the 2004/2005 Annual
Update to the Consolidated Plan for submission to the U.S Department of Housing and Urban Development
(HUD), including the Subgrantee's 2004/2005 activities to be assisted with Community Development Block
Grant (CDBG) and HOME Investment Partnerships Program (HOME) funds; and
WHEREAS, by Resolution No. 36720-0621 04 and by Ordinance No. 36719-0621 04, the Roanoke City Council
accepted and appropriated the 2004/2005 CDBG and HOME funds; and
WHEREAS, by Resolution No. -100704, Roanoke City Council approved the execution ofa subgrant
agreement between the Grantee and the Subgrantee;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. SCOPE OF SERVICES:
ao
General -- The services to be performed by the Subgrantee under this Agreement shall have as their
purpose the construction and/or rehabilitation housing to benefit eligible homebuyers or homeowners,
as described below. This general scope of services shall be accomplished through a combination of
CDBG and HOME funding provided by the Grantee and other funds secured by the Subgrantee.
The Subgrantee shall administer the housing programs briefly described below in accordance with
guidelines developed by the Subgrantee in consultation with and acceptable to the Grantee, and
incorporated herein by reference. These guidelines may be modified by mutual agreement of the
Grantee and the Subgrantee.
General responsibilities of the Subgrantee shall include: marketing and outreach; receiving and
processing applications, including packaging loan applications for supplemental funding sources;
overseeing construction/rehabilitation work; holding deeds of trust, covenants and/or homeowner
grant agreements (specific to this Agreement); monitoring completed projects; and such other services
as may be appropriate to comply with applicable federal regulations.
Page 1 of 22
The Subgrantee shall provide all personnel required to perform the services under this Agreement,
within the limits of funding provided. Such personnel shall not be employees of or have any
contractual relationship with the Grantee. All of the services required hereunder will be performed by
the Subgrantee or under its supervision, and all personnel engaged in the work shall be fully qualified
to perform such services.
b. Project GOLD ("Gainsboro Opportunities Leveraging Development") -- In a manner consistent with
the Gainsboro Neighborhood Plan, and in coordination with the Roanoke Redevelopment and
Housing Authority, the Subgrantee shall conduct housing enhancement activities in the Gainsboro
neighborhood of the City. This may include new homeownership activities such as the construction
of new infill housing or the rehabilitation of existing vacant properties for resale to eligible
homebuyers and homeownership education activities. Activities may also include property acquisition
and the installation of infrastructure related to the housing being assisted. Other housing assistance
not associated with these new homeownership activities, such as the rehabilitation of existing owner-
occupied or rental housing, shall be undertaken only upon the Grantee's written authorization. The
CDBG and HOME funds provided by the Grantee under this Agreement for these activities may be
used for development subsidies or offered as direct financial assistance to eligible individuals in such
form or forms (e.g. grants, active or deferred loans, or other allowable forms of assistance) as are
mutually agreeable to the Grantee and the Subgrantee, and may be combined with financing provided
by other public or private agencies or institutions. All units assisted with HOME funds shall conform
to standard HOME project set-up procedures and documentation. In conducting its housing activities,
the Subgrantee shall endeavor to keep the Gainsboro Steering Committee informed of its plans and
progress, and consider the advice and assistance of the Committee regarding proj e, ct implementation.
Performance Factors: The Grantee has estimated from the average cost and leveraging data supplied
by the Subgrantee that as many as __ units could be assisted with the project funds made available
under this Agreement for this activity. It shall be the goal for this activity that at least __% of the
project funds be committed by the Subgrantee within the period of this Agreement to specific
properties or units through homeowner or bomebuyer agreements, acquisition settlements, agreements
with contractors or other such commitments.
Downpayment and Closing Cost Assistance - CDBG funds to assist eligible buyers with the
downpayment and closing costs associated with purchasing houses developed by the Subgrantec
through Project GOLD are available to the Subgrantee for the Gainsboro neighborhood under a
separate agreement known as "Connect Four, Phase II" ("Southeast By Design"). Pursuant to the
CDBG regulations, these funds may be used to pay for up to 50% of any required downpayment and
for reasonable closing costs. Upon the end date of the "Connect Four, Phase II" agreement, any
downpayment and closing cost funding remaining unexpended and uncommitted may be incorporated
into this Agreement through a contract amendment. CDBG funds used this purpose do not affect the
provisions of any covenants that may be required due to investment of HOME funds in a property.
Demolition Fund - In coordination with the Grantee's Code Compliance office and appropriate
neighborhood organizations, the Subgrantee shall identify, acquire and demolish deteriorated housing
that is contributing to blight in the City. For a period not to exceed two (2) years, the proptnty may be
"banked" while an appropriate disposition plan for the property is developed. Subject to the
Grantee's approval, such disposition plan may entail the Subgrantee's development of the property or
Page 2 of 22
transfer of the property to a third party with the demonstrated capability to undertake the
development. All such properties assisted under this activity, whether directly by the Subgrantee or
indirectly, through the efforts of third parties, shall result in affordable single-family housing to be
sold to low- or moderate-income families that shall use the housing as their principal dwelling.
Agreements with third parties shall incorporate all requirements of this Agreement and shall be
subject to the approval of the Grantee.
Performance Factors: The Grantee has estimated from its own demolition experience that as many as
3 houses could be acquired and demolished with the project funds made available under this
Agreement for this activity. It shall be the goal for this activity that all demolition project funds be
committed by the Subgrantee within the period of this Agreement to specific properties through
contracts for sale with homeowners and contracts with demolition contractors. Within two years of
the acquisition of a property, the Subgrantee will submit for the Grantee's approval a disposition plan
for each such property and will initiate each approved plan.
Contractor Procurement -- In procuring outside contractors or subcontractors for needed rehabilitation
or new construction services, the Subgrantee shall do so in a manner that promotes free and open
competition and ensures that all such entities comply with applicable HUD regulations, including
those relating to lead-based palm.
Eligible Homebuyer/Homeowner -- Except as otherwise provided, for the purposes of this
Agreement," eligible homebuyergnomeowner" shall mean a family whose income, adjusted for family
size, does not exceed 80% of the area median income established by HUD and in effect at the time the
family applies for assistance. In the case of homeownership assistance, the eligible family must be
purchasing the home for use as its principal residence. The Subgrantee shall prepare, and retain with
records of the project, documentation of its determination of each eligible family's size and income.
Such documentation shall include the name, age, and the soumes and estimated amount of income
anticipated for the succeeding twelve months for each individual related by birth, marriage or
adoption living in the same household at the time of the determination. (Note: In the event that any
rental rehabilitation activities are approved, all tenants shall be eligible families and rents shall be
controlled through covenants or other deed restrictions conforming to the HOME regulations.)
g. Allowable Expenditures -- CDBG funds provided by the Grantee under this Agreement shall be used
by the Subgrantee solely for the costs associated with rehabilitation of existing hous'mg; HOME funds
may be used for new construction and/or rehabilitation in accordance with HOME affordability
requirements. Subject to these general limitations, funds under this Agreement may be expended for
any necessary, reasonable and allowable CDBG or HOME costs, including, but not necessarily
limited to, property acquisition, construction labor and materials, including the costs of related
infrastructure, title and recording, counsel's fees, property appraisal, surveying, taxes, or
extermination and inspection. Absent prior approval of the Grantee's Department of Management and
Budget, the Subgrantee shall not use funds provided under this Agreement to acquire (1) any
nonexpendable personal property, including equipment, (2) any real property at a price exceeding the
value determined through appraisal, city assessment or other appropriate method or (3) acquire any
property that is or would be occupied by legal tenants after the initial acquisition contact with the
owner. Under no circumstances shall funds be expended for liens, fines or penalties associated with
any property acquired or to be acquired. The maximum amount of HOME funds which may be
expended to assist a unit shall comply with the limits specified in section 11.a. below.
Page 3 of 22
h. Period of this Agreement -- This Agreement shall be effective as of July 1, 2004, and, unless
emended, shall end June 30, 2005.
Budget -- CDBG and HOME funds provided by the Grantee under this Agreement shall be as detailed
in Attachment A. The Subgrantee shall not, without prior written approval from the Grantee, exceed
the total funding allocated to an account nor the amount allocated to a category (i.e. "project";
"support"; "administration") within an account. Further, any amounts designated to support HOME
activities shall be expended solely for this purpose. At the sole discretion of the Grantee, any funds
remaining unexpended as of the end date of this Agreement may be deobligated from the Agreement
and made available for other CDBG or HOME projects, as appropriate. The commitment of funds by
the Grantee to this Agreement shall not be construed as a commitment by the Grantee to provide
further funding to this project.
HOME Match -- HOME funds must be matched in accordance with the requirements of 24 CFR
92.218 through 92.222. The Grantee shall be responsible for identifying and ensuring crediting of
matching funds required pursuant to this Agreement. To assist the Grantee in meeting the
requirement, the Subgrantee shall report regularly to the Grantee all activities which may be credited
as HOME match.
2. REQUESTS FOR DISBURSEMENTS OF FUNDS:
a. Disbursements under this Agreement shall not be requested until the funds are needed for payment of
eligible costs. The amount of each disbursement request must be limited to the amount needed.
Requests for disbursement of funds shall be submitted to the Grantee's Project Manager, if any, or
Depas'hnent of Management and Budget and shall include copies of invoices or other appropriate
documentation from contractors or other entities for work performed or costs incurred. In the case of
property acquisitions, requests shall include settlement statements and property appraisal or
assessment documentation. The use of standard American Institute of Architects (AIA) forms is
preferred for requesting disbursement of funds for construction costs. Upon approval of the request
by the Project Manager and/or Department of Management and Budget, the Grantee shall disburse the
funds to the Subgrantee. Approval of disbursement requests will be subject to timely receipt of
monthly Subgrantee reports (see section 8 below).
Alt requests for disbursements with respect to costs incurred during the period of this Agreement, as
set forth in section 1.h., must be received by the Grantee within 30 calendar days of the ending date of
this Agreement. The Grantee shall not be bound to honor requests for disbursements received after
this 30-day period has elapsed.
3. PROGRAM INCOME AND REPAYMENTS:
a. Payment of Proceeds from Sale:
( 1 ) Upon the sale of a property assisted with CDBG and/or HOME funds under this Agreement, gross
pmcecds shall be distributed as follows: first, outstanding loans from private lending institutions
shall be repaid; second, the Subgrantee shall recover its funds invested in the project. Thereafter,
Page 4 of 22
the Grantee will share in any proceeds remaining. The Grantee's share will be equal to the
percentage of the total cost to develop, construct and sell the property which has been paid for by
the CDBG and/or HOME funds provided under this Agreement. Should the gross proceeds be
insufficient to allow the Subgrantee to recover its invested funds, the Grantee shall not be liable
for the insufficiency.
(2)
In the event a property is assisted by both CDBG and HOME funds provided under this
Agreement, the Grantee's share referenced in subsection (1) above shall be distributed to CDBG
program income or HOME program income according to the percentage each source is of the total
CDBG and HOME funds contributed to the property.
All program income, repayments, interest, and Grantee shares of proceeds or other returns on the
investment of CDBG and/or HOME funds shall be submitted to the Grantee by the Subgrantee on or
before the fit'~eenth of the month following collection.
4. AFFORDABILITY:
The Subgrantee shall ensure that properties assisted with HOME funds under this Agreement comply
with the affordability requirements at 24 CFR 92.252 and 92.254, as applicable, including, but not
limited to, the following:
With respect to rental units constructed or rehabilitated, for up to 20 years, as applicable,
affordability provisions will be enforced deed restrictions, covenants running with the land or
other instruments;
(2) With respect to owner-occupied units, the after-rehabilitation value of the property shall not
exceed the Section 203(b) limits promulgated by HUD.
(3) With respect to housing newly constructed or rehabilitated for sale:
(a) Buyers of the properties shall be eligible families, as described in section 1.f. above;
(b) Neither the value nor the sale price of the housing shall exceed the Section 203Co) limits
promulgated by HUD; and
(c)
For up to 15 years, depending on the amount and form of HOME and/or HOME/CHDO
assistance provided, either resale restrictions or repayment (recapture) requirements will be
imposed on the buyer. These provisions shall be enforced by a written covenant declared by
the Subgrantee and recorded with the property deed. The covenant shall provide that the
Grantee be notified of any pending sale or transfer of the property during the applicable period
of affordability. If affordability provisions are not met upon sale or transfer of the property,
up to the full HOME investment, as applicable, shall be repaid to the Grantee.
(4) All covenants or other instruments shall be approved as to form by the Grantee.
b. The Subgrantee shall monitor all HOME-assisted properties to ensure maintenance of their
affordability for the minimum period. This Subgrantee responsibility shall continue so long as this
Page 5 of 22
Agreement or any other CDBG- or HOME-funded Agreement with the Grantee remains in effect.
5. ENFORCEMENT OF THE AGREEMENT:
In the event the Subgrantee materially fails to comply with any term of the agreement, the Grantee
may suspend or terminate, in whole or in part, this Agreement or take other remedial action in
accordance with 24 CFR 85.43. The Agreement may be terminated for convenience in accordance
with 24 CFR 85.44.
In the event the Subgrantee, without prior written approval from the Grantee's Department of
Management and Budget, terminates the project prior to completing all units for which HOME funds
have been disbursed, the Subgrantee shall be liable for repayment of all HOME project,
administrative or operating funds disbursements, whether or not expended.
6. REVERSION OF ASSETS:
Upon expiration or termination of this Agreement, including any amendments thereto, the Subgrantee
shall transfer to the Grantee any CDBG or HOME funds or CDBG or HOME Program Income on
hand at the time of expiration or termination and any accounts receivable attributable to the use of
CDBG or HOME funds.
b. Any real property under the Subgrantee's control that was acquired or improved, in whole or in part,
with CDBG funds in excess of $25,000:
(1) Shall continue for a period of not less than five years following expiration of this Agreement,
including any amendments thereto, to be used to meet one of the CDBG national objectives cited
in 24 CFR 570.208; or
(2)If the property is not used in accordance with paragraph (1) above, the Subgrantee shall pay the
Grantee an amount equal to the current market value of the property less any portion of the value
attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the
property. The payment shall be considered Program Income to the Grantee.
7. RECORDS REQUIREMENTS:
Records to be maintained -- At a minimum, the Subgrantee shall maintain financial and project
documents and records which comply with the requirements of 24 CFR 92.508, 570.506, and
570.507, as applicable.
Period of record retention -- In compliance with the requirements of 24 CFR 92.508(c) and
570.502(b), the Subgrantee shall retain financial and project documents and records pertaining to this
Agreement for a period of four (4) or five (5) years, as applicable, or the conclusion of any legal or
administrative process requiring their use, whichever is later.
Access to records -- The Grantee and other entities shall have access to financial and project
documents and records pertaining to this Agreement in compliance with the applicable requirements
of 24 CFR 84.53 and 92.508(d).
Page 6 of 22
8. REPORTING REQUIREMENTS:
By the 7th working day following the end of each month, the Subgrantee shall report the progress of
activities covered by this Agreement, in a format acceptable to the Grantee's Department of
Management and Budget. Such monthly reports shall include, but not be limited to, the following:
(1) A narrative section summarizing progress to-date on each program under the Scope of Services,
including affirmative marketing activities and the status of disposition plans being developed for
properties purchased under the Demolition Fund activity, and describing, with supporting
documents, as appropriate, any matching to be contributed by the Subgrantee;
(2) Certifications regarding debarment and suspension of contractors, as described in section 11.j.;
(3) A list of monthly gross program income receipts from all sources;
(4) A list of any real or non-expendable personal property, including equipment, purchased with
CDBG and/or HOME funds;
(5) A table for each program providing data on each housing unit and eligible household assisted (see
Attachment B for minimum data elements to be reported); and
(6) A table providing demographic data on the households assisted (see Attachment C for the
Grantee's standard format)
b. The Subgrantee agrees to submit any other reports or documentation as requested by the Grantee
concerning activities covered under this agreement.
9. MONITORING:
The Subgrantee shall monitor the progress of the project(s) covered by this Agreement, and shall submit
appropriate reports to the Grantee's Department of Management and Budget. In addition, it is the
Grantee's intention to monitor the Subgrantee's performance and financial and programmatic compliance,
which may include on-site reviews, at least once during the period of this Agreement.
10. ANNUAL AUDIT:
As an entity receiving more than $300,000 in federal funding from the Grantee, the Subgrantee shall
provide for an annual independent audit of the CDBG/HOME expenditures under this Agreement which
complies with OMB Circular A- 133. Within 30 days following its completion, two (2) copies of the audit
will be provided to the Grantee's Department of Management and Budget.
11. OTHER PROGRAM/PROJECT REQUIREMENTS:
In addition to other requirements set forth herein, the Subgrantee shall likewise comply with the
applicable provisions of Subparts F and H of 24 CFR part 92 and Subpa~ K of 24 CFR 570, in
accordance with the type of project assisted. Such other requirements include, but are not necessarily
Page 7 of 22
limited to, the following.
Maximum per-unit subsidy amount and subsidy layering -- The total amount of HOME funds invested
shall not exceed $91,773 for a one-bedroom unit, $111,597 for a two-bedroom unit, $144,367 for a
three-bedroom unit, and $158,470 for a unit with four or more bedrooms. Further, in accordance with
24 CFR 92.250, HOME fimds invested in combination with other governmental assistance shall not
exceed the amount necessary to provide affordable housing.
Property standards and lead-based paint -- All housing assisted with HOME funds under this
agreement must, upon project completion, meet the property standards of 24 CFR 92.251. Those
assisted with HOME and/or CDBG funds shall meet the Statewide Building Code. All properties
assisted with HOME and/or CDBG funds shall meet the lead-based paint requirements in 24 CFR
92.355 and/or 570.608, respectively. In accordance with regulations, the Subgrantec shall adhere to
lead-based paint abatement practices, as applicable, and in no case shall use lead-based paint in the
construction or rehabilitation of the properties assisted under this Agreement.
Affirmative Marketing and Affirmatively Furthering Fair Housing -- In accordance with 24 CFR
92.351 and 570.601 and the Grantee's Affirmative Marketing Procedures, the Subgrantec shall
provide information and otherwise attract eligible persons in the housing market area to the available
housing without regard to race, color, national origin, sex, familial status or disability. The
Subgrantec will describe its affirmative marketing activities as part of the monthly reporting
requirements described in section 8.
d. Section 109 -- In accordance with Section 109 of the Housing and Community Development Act of
1974 (42 U.S.C. 3535(d)), no person in the United States shall on grounds of race, color, religion, sex
or national origin be excluded from participation in, denied the benefits of, or subjected to
discrimination under any program or activity funded in whole or in part with funds available under
this Agreement. (Sec also Attachment C.)
e. Conditions for religious organizations -- The Subgrantec shall not grant or loan any HOME or CDBG
funds to primarily religious organizations for any activity including secular activities. In addition,
funds may not be used to rehabilitate or construct housing owned by primarily religious organizations
or to assist primarily religious organizations in acquiring housing. In particular, there shall be no
religious or membership criteria for tenants or buyers of any HOME- or CDBG~assisted properties.
f. Labor standards -- As presently structured, the programs included under this Agreement are not
considered subject to federal Labor Standards, including prevailing (Davis-Bacon) wage rates for non-
volunteer labor. Such standards will become applicable in the event CDBG or HOME funds are used
for infrastructure improvements. Such standards will also become applicable for any single pmject in
which more than 7 housing units are assisted with CDBG funds or more than 12 units are assisted
with HOME funds or more than 7 units are assisted with a combination of CDBG and HOME funds.
g. Environmental standards -- In accordance with 24 CFR 85.36, 92.352 and 570.604, the activities
under this Agreement are subject to environmental review requirements. Such requirements include,
but are not necessarily limited to, historic significance, floodplain, clean air and hazardous sites. The
Grantee has performed the tiered review necessary to initiate the preliminary program activities;
however, no CDBG funds may be expended for a given property prior to the Subgrantec's completing
its individual property review, any required remedial actions and required Subgrantec env'croumental
Page 8 of 22
checklist, which must include all compliance categories specified by HUD and the Grantee. Where
acquisition of property is authorized, the Subgrantee will conduct, directly or through qualified
entities, at minimum an "environmental transaction screen," which consists of a review of the
property's history and a site visit to determine the condition of the property. All property acquisitions
shall be contingent upon satisfactory results of the screen, and, where dictated by the screen, further
environmental phases. All specifications for proposed housing rehabilitation under this Agreement
shall be submitted to the Grantee's Department of Management and Budget for review as to
compliance with Section 106 ofthe National Historic Preservation Act. These specifications shall
also be reviewed by the Grantee's Environmental Administrator to determine whether the potential for
disturbing lead and other hazardous materials, such as asbestos, has been adequately taken into
account. The Subgrantee agrees to adjust work specifications or activities in such manner as may be
requested by the Grantee to ensure compliance with environmental requirements. The results of the
historic and other environmental review activities shall be reflected in the Subgrantee's environmental
checklist for the unit and/or project site(s).
Displacement and relocation -- In accordance with 24 CFR 92.353 and 570.606, the Subgrantee shall
take all reasonable steps to minimize displacement as a result of the activities described in section 1.
Furthermore, section 1 of this Agreement prohibits acquisition of any property which is occupied or
would be occupied by legal tenants atler the initial acquisition contact with the owner.
Notwithstanding this prohibition, any persons displaced as a result of the activities under this
Agreement shall be provided relocation assistance to the extent permitted and required under
applicable regulations.
Employment and contractin~ on~o~tunities -- In accordance with 24 CFR 92.350 and 570.607, the
activities under this Agreement are subject to the requirements of Executive Order 11246, as
amended, and Section 3 of the Housing and Urban Development Act of 1968. The former prohibits
discrimination on federally-assisted construction contracts and requires contractors to take affirmative
action regarding employment actions. The latter provides that, to the greatest extent feasible and
consistent with federal, state and local laws, employment and other economic opportunities arising
housing rehabilitation, housing construction and public construction projects shall be given to low-
and very-low-income persons. (See also Attachment C.)
Debarment and suspension -- In accordance with 24 CFR 24, the Subgrantec shall not employ or
otherwise engage any debarred, suspended, or ineligible contractors or subcontractors to conduct any
activities under this Agreement. The Subgrantee will consult appropriate references, including, but
not limited to, the Excluded Parties Listing Service website at http://epls, arnet, gov, to ascertain the
status of any third parties prior to engaging their services. The Subgrantee will submit to the
Grantee's Department of Management and Budget the names of contractors and subcontractors
selected under this Agreement, including a certification by the Subgrantee that it has det~mained that
none of these entities are presently debarred, suspended, or ineligible.
Uniform administrative requirements -- The Subgrantee shall comply with thc requirements and
standards set forth in 24 CFR 92.505 and 570.502, and all applicable CDBG, HOME and other
federal regulations pertaining to the activities performed under this Agreement.
Conflict of interest -- In accordance with 24 CFR 92.356 and 570.611, no covered individual who
exercises any functions or responsibilities with respect to the program during his tenure, or for one (1)
Page 9 of 22
year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the program assisted under this
Agreement. The Subgrantee shall incorporate, or cause to be incorporated, in any contracts or
subcontracts pursuant to this Agreement a provision prohibiting such interest pursuant to the purposes
of this section.
12. EQUAL EMPLOYMENT OPPORTUNITY:
Non-Discrimination: During the performance of this Agreement, the Subgrantee agrees as follows:
The Subgrantee will not discriminate against any employee or applicant for employment because of
race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law
relating to discrimination in employment, except where there is a bona fide occupational qualification
reasonably necessary to the normal operation of the Subgrantee. The Subgrantee agrees to post in
conspicuous places, available to employees and applicants for employment, notices setting forth the
provisions of this nondiscrimination clause.
b. The Subgrantec, in all solicitations or advertisements for employees placed by or on behalf of the
Subgrantee, will state that such Subgrantee is an equal opportunity employer.
c. Notices, advertisement and solicitations placed in accordance with federal law, role or regulation shall
be deemed sufficient for the purpose of meeting the requirements of this section.
do
The Subgrantee will include the provisions of the foregoing subsections (a), (b) and (c) in every
contract or purchase order of over ten thousand dollars and no cents ($10,000.00) so that the
provisions will be binding upon each contractor or vendor.
13. DRUG-FREE WORKPLACE:
The Subgrantee will: (i) provide a drug-flee workplace for the Subgrantee's employees; (ii) post in
conspicuous places, available to employees and applicants for employment, a statement notifying
employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a
controlled substance or marijuana is prohibited in the Subgrantee's workplace and specifying the actions
that will be taken against employees for violations of such prohibition; (iii) state in all solieitafiuns or
advertisements for employees placed by or on behalf of the Subgrantee that the Subgrantee maintains a
drug-frec workplace; and (iv) include the pmvisious of the foregoing clauses in every subcontract or
purchase order of over ten thousand dollars and no cents ($10,000.00), so that the provisions will be
binding upon each subcontractor or vendor. For the purposes of this subsection, "drag-free workplace"
means a site for the performance of work done in connection with this contract.
14. FAITH-BASED ORGANIZATIONS:
Pursuant to §2.2-4343.1 of the Code of Virginia (1950), as amended, the City of Roanoke does not
discriminate against faith-based orqani~ations.
Page 10 of 22
15. THIRD-PARTY CONTRACTS:
The Grantee shall not be obligated or liable hereunder to any party other than the Subgrantee.
16. INDEMNITY:
The Subgrantee agrees and binds itself and its successors and assigns to indemnify, keep and hold the
Grantee and its officers, employees, agents, volunteers and representatives flee and harmless from any
liability on account of any injury or damage of any type to any person or property growing out of or
directly or indirectly resulting from any act or omission of the Subgrantee including: (a) the Subgrantee's
use of the streets or sidewalks of the Grantee or other public property; (b) the performance under this
Agreement; (c) the exemise of any fight or privilege granted by or under this Agreement; or (d) the
failure, refusal or neglect of the Subgrantee to perform any duty imposed upon or assumed by Subgrantee
by or under this Agreement. In the event that any suit or proceeding shall be brought against the Grantee
or any of its officers, employees, agents, volunteers or representatives at law or in equity, either
independently or jointly with the Subgrantee on account thereof, the Subgrantee, upon notice given to it
by the Grantee or any of its officers, employees, agents, volunteers or representatives, will pay all costs of
defending the Grantee or any of its officers, employees, agents, volunteers or representatives in any such
action or other proceeding. In the event of any settlement or any final judgement being awarded against
the Grantee or any of its officers, employees, agents, volunteers or representatives, either independently or
jointly with the Subgrantee, then the Subgrantee will pay such settlement or judgement in full or will
comply with such decree, pay all costs and expenses of whatsoever nature and hold the Grantee or any of
its officers, employees, agents, volunteers or representatives harmless therefrom.
17. INDEPENDENT CONTRACTOR:
Services performed under this agreement shall be performed on an independent contractor basis and under
no ciremnstances shall this Agreement be construed as establishing an employee/employer relationship.
The Subgrantee shall be completely responsible for its activities in performing services hereunder.
18. SUCCESSORS:
This Agreement shall be binding upon each of the parties, and their assigns, purchasers, trustees, and
su~essors.
19. ENTIRE AGREEMENT
20.
This Agreement, including all of its Attachments, represents the entire agreement between the parties and
shall not be modified, emended, altered or changed, except by written agreement executed by the parties.
AMENDMENTS:
The Grantee may, from time to time, require changes in the obligations of the Subgrantee hereunder, or its
City Council may appropriate further funds for the implementation of this HOME rehabilitation project.
In such event or events, such changes which are mutually agreed upon by and between the Grantee and
the Subgrantee shall be incorporated by written amendment to this Agreement.
Page 11 of 22
21. GOVERNING LAW:
This Agreement shall be governed by laws of the Commonwealth of Virginia.
22. AVAILABILITY OF FUNDS:
CDBG and HOME funding to be made available by the Grantee under this Agreement is contingent upon
necessary appropriations by the U.S. Congress. In the event that sufficient funds are not appropriated, at
the sole discretion of the Grantee, this Agreement may be terminated in whole or in part.
23. ANTI-LOBBYING:
24.
To the best of the Subgrantee's knowledge and belief, no federal appropriated funds have been paid or
will be paid, by or on behalf of it, to any persons for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee ora
Member of congress in connection with the awarding of any Federal contract, the making of any Federal
grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative
agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
with this Agreement, the Subgrantee will complete and submit Standard Form-LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
NOTICE:
Any notice, request, or demand given or required to be given under this Agreement shall, except as
otherwise expressly provided herein, be in writing and shall be deemed duly given only if delivered
personally or sent by certified mail, return receipt requested to the addresses stated below.
To the Grantee:
Darlene L. Burcham, City Manager
Room 364, Noel C. Taylor Municipal Building
215 Church Avenue, S. W.
Roanoke, Virginia 24011
To the Subgrantee:
Alvin Nash, President
Blue Ridge Housing Development Corporation
510 11th Street, NW
Roanoke, VA 24017
Notice shall be deemed to have been given, if delivered personally, upon delivery, and if mailed, upon the
third business day after the mailing thereof.
Page 12 of 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year hereinabove
written:
ATTEST:
FOR THE GRANTEE:
By By
Mary F. Parker, City Clerk
Darlene L. Burcham, City Manager
ATTEST:
FOR THE SUBGRANTEE:
By By
Cyndi Stultz, Secretary
Alvin Nash, President
APPROVED AS TO CDBG/HOME ELIGIBILITY
APPROVED AS TO FORM
Deparhnent of Management and Budget
Assistant City Attorney
APPROVED AS TO EXECUTION
APPROPRIATION AND FUNDS REQUIRED
FOR THIS CONTRACT CERTIFIED
Assistant City Attorney
Director of Finance
Date
Account # (See Attachment A) )
Page 13 of 22
Attachments
Attachment A -- Financial Accounts
Attachment B - Housing/Beneficiary Reporting Elements
Attachment C - Housing/Beneficiary Demographics Report
Attachment D - Special Federal Terms and Conditions
Page 14 of 22
Attachment A
2004/2005 BRHDC CDBG and HOME Agreement
Financial Accounts
Account # Description Project Support Admin Total
CDBG Funds:
035-G05-0520-5420 D~molition Fund 44,000 44,000
035-G05-0520.5421 Demolition Fund 4,800 4,800
035-G05-0520-5422 Demolition Fund 1,200 1,200
Subtotal 44,000 4,800 1,200 50,000
035-G05-0520.5427 Project GOLD 66,041 66,041
035-G05-0520-5446 Project GOLD 10,000 10,000
035-G05-0520-5449 Project GOLD 85,094 85,094
Subtotal 85,094 66,041 10,000 161,135
Total CDBG 129,094 70,841 11,200 211,135
HOME Funds:
035-090-5312-5446 Project GOLD 17,709 17,709
035-090-5312.5449 Project GOLD 126,163 126,163
Subtotal 126,163 0 17,709 143,872
035-090-5305.5448 Project GOLD (CHDO Project Funds) 3,534 3,534
035-090-5306-5448 Project GOLD (CHDO Project Funds) 1,546 1,546
035-090-5308-5448 Project GOLD (CHDO Project Funds) 28,138 28,138
035-090-5312-5447 Project GOLD (CHDO Operating Funds) 11,357 I 1,357
035-090-5312-5448 Project GOLD (CHDO Project Funds) 113,565 I 13,565
Subtotal 146,783 0 11,357 146,783
Total HOME (including CHDO Funds) 272,946 0 29,066 302,012
Total CDBG and HOME (incl. CHDO) 402,040 70,841 40,266 513,147
Page 15 of 22
Attachment B
Housing/Beneficiary Reporting Elements
On a monthly basis, the Subgrantee shall provide a narrative report to the Grantee summarizing
progress on the project to-date. Accompanying the narrative, the Subgrantee shall submit data in a table or
spreadsheet format that is needed in order that the Grantee may complete its required reports to the U.S.
Department of Housing and Urban Development. The data provided by the Subgrantee shall include:
-- Property
-- Address
-- Number of bedrooms
-- Status (pending, trader construction, completed or sold)
-- Homeowner/Homebuyer
-- Name
-- Total Family Income (projected for 12 months following determination)
-- Number in family
-- Whether head of household is disabled
-- Estimated total hard (incl. acquisition costs, if any) and soft costs to produce the unit
-- CDBG funds committed to property
-- HOME funds committed to property
-- HOME/CHDO fimds committed to property
-- Prime Contractor Name
-- Federal I.D. Number (or Owner Social Security Number)
-- Whether Minority-Owned, Women-Owned or Both
-- CDBG funds committed to Prime
-- HOME funds committed to Prime
-- HOME/CHDO committed to Prime
-- Subcontractor Name (Provide separate data for each subcontractor)
-- Federal I.D. Number (or Owner Social Security Number)
-- Whether Minority-Owned, Women-Owned or Both
-- CDBG funds committed to Subcontractor
-- HOME funds committed to Subcontractor
-- HOME/CHDO committed to Subcontractor
-- Unit Sale Data (if property is for homeownership)
-- Sales Price of Unit (excluding settlement charges)
-- Closing Date
-- Af~er-Rehab Value (if owner-occupied rehabilitation activity)
Page 16 of 22
Attachment C
Housing/Beneficiary Demographics Report
Also accompanying the monthly narrative report and the reporting elements given in Attachment A,
the Subgrantee shall provide the demographics report in the format provided below.
DIRECT BENEFICIARY REPORT
5
6
Counts by:
2 # of New Participants this Period (if applicable):
3 TOTAL # BENEFITING FROM ACTIVITY:
(Beginning 07/01/04 - Ending 06/30/05)
4 RACIAL INFORMATION (cumulative to date)
White:
Program I Activity Name Reporting Period
Households or Persons? (Check the one that applies.)
Black/African American:
Asian:
American Indian / Alaskan Native:
Native Hawaiian / Other Pacific Islander:
American Indian / Alaskan Native & White:
Asian & White:
Black/African American & White:
Am. Indian/Alaskan Native & Black/African Am.:
Other Multi-Racial:
TOTAL:
# - FEMALE HEAD OF HOUSEHOLD:
INCOME INFORMATION (cumulative to date)
< 80% of Median (Low Income Limit)
< 50% of Median (Very Low Income)
< 30% of Median
· (cumulative to date
# TOTAL # HISPANIC
# TOTAL
(cumulative to date
TOTAL:
Prepared by:
Revised 03/05/2004
Date Prepared:
Page 17 of 22
Attachment D
U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
SPECIAL TERMS AND CONDITIONS
(Agreements $10,000 or Over)
"Section 3" Compliance - Provision of Trainin ~ Employment and Business Opportunities:
The work to be performed under this contract is on a project assisted under a program
providing direct Federal financial assistance from the Department of Housing and Urban
Development and is subject to the requirements of Section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 U.S.C. 170. Section 3 requires that to the greatest
extent feasible opportunities for training and employment be given lower income residents of
the project area and contracts for work in connection with the project be awarded to business
concerns which are located in, or owned in substantial part by persons residing in the area of
the project.
The parties to this contract will comply with the provisions of said Section 3 and the
regulations issued pursuant thereto by the Secretary of Honsing and Urban Development set
forth in 24 CFR 135, and ail applicable rules and orders of the Department issued thereunder
prior to the execution of this contract. The parties to this contract certify and agree that they
are under no contractual or other disability which would prevent them from complying with
these requirements.
The Subgrantee will send to each labor organization or representative of workers with which
he has a collective bargaining agreement or other contract or understanding, if any, a notice
advising the said labor organization or workers' representative of his commitments under this
Section 3 clause and shall post copies of the notice in conspicuous places available to
employees and applicants for employment or training.
The Subgrantee will include this Section 3 clause in every subcontract for work in connection
with the project and will, at the direction of the applicant for or recipient of Federal financial
assistance, take appropriate action pursuant to the subcontract upon a finding that the
contractor is in violation of regulations issued by the Secretary of Housing and Urban
Development 24 CFR Part 135. The Subgrantee will not subcontract with any contractor
where it has notice or knowledge that the latter has been found in violation of regulations
under 24 CFR part 135 and will not let any subcontract unless the contractor has first
provided it with a preliminary statement of ability to comply with the requirements of these
regulations.
Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135,
and all applicable rules and orders of the Department issued hereunder prior to the execution
of the contract, shall be a condition of the federal financial assistance provided to the project,
binding upon the applicant or recipient for such assistance, its successor and assigns. Failure
Page 18 of 22
o
to fulfill these requirements shall subject the applicant or recipient, its Subgrantees and
contractors, its successors and assigns to those sanctions specified by the grant or loan
agreement or contract through which Federal assistance is provided, and to such sanctions as
are specified by 24 CFR Part 135.
Equal Employment Opportunity: Contracts subiect to Executive Order 11246, as amended: Such
contracts shall be subject to HUD Equal Employment Opportunity regulations at 24 CFR Part 130
applicable to HUD-assisted construction contracts.
The Subgrantee shall cause or require to be inserted in full in any non-exempt contract and
subcontract for construction work, or modification thereof as defined in said regulations, which is
paid for in whole or in part with assistance provided under this Agreement, the following equal
opportunity clause: "During the performance of this contract, the Subgrantee agrees as follows:
The Subgrantee will not discriminate against any employee or applicant for employment
because of race, color, religion, sex or national origin. The Subgrantee will take affirmative
action to ensure that applicants are employed and that employees are treated during
employment without regard to their race, color, religion, sex or national origin. Such action
shall include, but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment or recruitment advertising; layoffor termination; rates of pay or other
forms of compensation; and selection for training, including apprenticeship. The Subgrantee
agrees to post in conspicuous places available to employees and applicants for employment,
notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
The Subgrantee will, in all solicitations or advertisements for employees placed by or on
behalf of the Subgrantee, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex or national origin.
The Subgrantee will send to each labor union or representative of workers with which he has
a collective bargaining agreement or other contract or understanding, a notice to be provided
by the Contract Compliance Officer advising the said labor union or workers' representatives
of the Subgrantee's commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
The Subgrantee will comply with all provisions of Executive Order 11246 of September 24,
1965, as amended by Executive Order 11375 of October 13, 1967, and the rules, regulations
and relevant orders of the Secretary of Labor.
The Subgrantee will furnish all information and reports required by Executive Order 11246
of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records and accounts by the
Department and the Secretary of Labor for purposes of investigation to ascertain compliance
with such rules, regulations and orders.
In the event of the Subgrantee's noncompliance with the nondiscrimination clauses of this
contract or with any of such rules, regulations or orders, this contract may be canceled,
Page 19 of 22
terminated or suspended in whole or in part, and the Subgrantee may be declared ineligible
for further Government contracts or Federally-assisted construction contract procedures
authorized in Executive Order 11246 of September 24, 1965, or by role, regulation or order
of the Secretary of Labor, or as otherwise provided by law.
The Subgrantee will include the portion of the sentence immediately preceding paragraph (A)
and the provisions of paragraphs (A) through (G) in every subcontract or purchase order
unless exempted by roles, regulations or orders of the Secretary of Labor issued pursuant to
Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be
binding upon each contractor or vendor. The Subgrantee will take such action with respect
to any subcontract or purchase order as the Department may direct as a means of enforcing
such provisions, including sanctions for noncompliance; provided, however, that in the event
a Subgrantee becomes involved in or is threatened with litigation with a contractor or vendor
as a result of such direction by the Department, the Subgrantee may request the United States
to enter into such litigation to protect the interest of the United States."
The Subgrantee further agrees that it will be bound by the above equal opportunity clause with
respect to its own employment practices when it participates in Federally-assisted construction work;
provided, that if the Subgrantee so participating is a State or local government, the above equal
opportunity clause is not applicable to any agency, insmunentality or subdivision of such
government which does not participate in work on or under the contract. The Subgrantee agrees that
it will assist and cooperate actively with the Deparlanent and the Secretary of Labor in obtaining the
compliance of Subgrantees and contractors with the equal opportunity clause and the roles,
regulations and relevant orders of the Secretary of Labor; that it will furnish the Department and the
Secretary of Labor such compliance; and that it will otherwise assist the Depar~nent in the discharge
of its primary responsibility for securing compliance.
The Subgrantee further agrees that it will refrain from entering into any contract or contract
modification subject to Executive Order 11246 of September 24, 1965, with a Subgrantee debarred
from, or who has not demonstrated eligibility for Government contracts and Federally-assisted
construction contracts pursuant to the Executive Order and will carry out such sanctions and
penalties for violation of the equal opportunity clause as may be imposed upon Subgrantees and
contractors by the Department or the Secretary of Labor pursuant to Part IL Subpart D, of the
Executive Order. In addition, the Subgrantee agrees that if it fails or refuses to comply with these
undertakings, the Department may take any or all of the following actions: cancel, t~mdnate or
suspend in whole or in part the grant or loan guarantee; refrain from extending any further assistance
to the Subgrantee under the Program with respect to which the failure or refusal occurred until
satisfactory assurance of future compliance has been received from such Subgrantee; and refer the
cause to the Department of Justice for appropriate legal proceedings.
Nondiscrimination Under Title VI of the Civil Rights Act of 1964: This Agreement is subject to
the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and HUD regulations with
respect thereto, including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of
land acquired, cleared or improved with assistance provided under this Agreement, the Subgrantee
shall cause or require a covenant running with the land to be inserted in the deed or lease for such
transfer, prohibiting discrimination upon the basis or race, color, religion, sex or national origin, in
the sale, lease or rental, or in the use of occupancy of such land or any improvements erected or to be
erected thereon, and providing that the Subgrantee and the United States are beneficiaries of and
Page 20 of 22
entitled to enfome such covenant. The Subgrantee, in undertaking its obligation in carrying out the
program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant
and will not itself so discriminate.
Section 504 and Americans with Disabilities Act:
The Subgrantee agrees to comply with any federal regulation issued pursuant to compliance with the
Section 504 of the Rehabilitation Act of 1973, as amended, and the Americans with Disabilities Act,
which prohibit discrimination against the disabled in any federal assisted program.
Obligations of Subgrantee with Respect to Certain Third-party Relationships: The Subgrantee
shall remain fully obligated under the provisions of the Agreement, notwithstanding its designation
of any third party or parties for the undertaking of all or any part of the program with respect to
which assistance is being provided under this Agreement to the Subgrantee. Any Subgrantee which
is not the Applicant shall comply with all lawful requirements of the Applicant necessary to insure
that the program, with respect to which assistance is being provided under this Agreement to the
Subgrantee is carried out in accordance with the Applicant's Assurances and certifications, including
those with respect to the assumption of environmental responsibilities of the Applicant under Section
104(h) of the Housing and Community Development Act of 1974.
Interest of Certain Federal Officials: No member of or delegate to the Congress of the United
States, and no Resident Commissioner, shall be admitted to any share or part of this Agreement or to
any benefit to arise from the same.
Prohibition Against Payments of Bonus or Commission: The assistance provided under this
Agreement shall not be used in the payment of any bonus or commission for the purpose of obtaining
HUD approval of the application for such assistance, or HUD approval or applications for additional
assistance, or any other approval or concurrence of HUD required under this Agreement, Title I of
the Housing and Community Development Act of 1974, or HUD regulations with respect thereto;
provided, however, that reasonable fees or bona fide technical, consultant, managerial or other such
services, other than actual solicitation, are not hereby prohibited if otherwise eligible as program
costs.
"Section 109": This Agreement is subject to the requirements of Section 109 of the Housing and
Community Development Act of 1974, 42 U.S.C. 3535(d). No person in the United States shall on
the ground of race, color, religion, sex or national origin be excluded from participation in, be denied
the benefits of, or be subjected to discrimination under any program or activity funded in whole or in
part with funds available under this title.
Access to Records and Site of Employment: This agreement is subject to the requirements of
Executive Order 11246, Executive Order 1375, Civil Rights Act of 1964, as amended. Access shall
be permitted during normal business hours to the premises for the purpose of conducting on-site
compliance reviews and inspecting and copying such books, records, accounts, and other material as
may be relevant tot he matter under investigation and pertinent to compliance with the Order, and the
roles and regulations promulgated pursuant thereto by the Subgrantee. Information obtained in this
manner shall be used only in connection with the administration of the Order, the administration of
the Civil Rights At of 1964 (as amended) and in furtherance of the purpose of the Order and that Act.
Page 21 of 22
10.
Legal Remedies for Contract Violation: If the Subgrantee materially fails to complywith anyterm
of this Agreement, whether stated in a Federal statute or regulation, an assurance, in a State plan or
application, a notice of award, or elsewhgre, the City may take one or more of thc following action,
as appropriate in the circumstances:
1)
2)
3)
4)
Temporarily withhold cash payments pending correction of the deficiency by the Subgrantee,
Disallow all or part of the cost of the activity or action not in compliance,
Wholly or partly suspend or terminate the current Agreement, or
Take other remedies that may be legally available.
Page 22 of 22
CITY OF ROANOKE
Office of the City Clerk
Mary F. Parker, CMC
City Clerk
Stephanie M. Moon, CMC
Deputy City Clerk
Sheila N. Hartman
Assistant City Clerk
October 11, 2004
File #22-60-72
Darlene L. Burcham
City Manager
Roanoke, Virginia
Dear Ms. Burcham:
I am attaching copy of Resolution No. 36869-100704 authorizing the City Manager
to continue the services of the Eligibility Worker stationed at the Health Department,
in accordance with the original Agreement between the Roanoke City Department of
Social Services, the State Health Department and the Virginia Department of Social
Services, upon certain terms and conditions as set forth in a communication from
the City Manager under date of October 7, 2004.
The abovereferenced measure was adopted by the Council of the City of Roanoke at
a regular meeting which was held on Thursday, October 7, 2004, and is in full force
and effect upon its passage.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
Attachment
Darlene L. Burcham
October :~1, 2004
Page 2
pc:
Jesse A. Hall, Director of Finance
Rolanda B. Russell, Assistant City Manager for Community Development
Sherman M. Stovall, Director, Office of Management and Budget
Jane R. Conlin, Director of Human Services
Dr. Molly O'Dell, Director, Health Department
1N THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA,
The 7th day of October, 2004.
No. 36869-100704.
A RESOLUTION authorizing the'City Manager to continue the services of the Eligibility
Worker stationed at the Health Department in accordance with the original Agreement between the
Roanoke City Department of Social Services, the State Health Department and the Virginia
Department of Social Services, upon certain terms and conditions.
WHEREAS, Roanoke City Department of Social Services, the State Health Depamnent, and
the Virginia Department of Social Services entered into an agreement in 1994 to establish an
Eligibility Worker position through the Department of Social Services to be placed at the Roanoke
City Health Department to ensure that all citizens have an opportunity to apply for Medicaid;
WHEREAS, the services of the Eligibility Worker are beneficial to both citizens and the
Health Department in that it allows citizens requesting services fi.om the Health Department to apply
for Medicaid at the same time, thereby making the application process more accessible and efficient,
while enabling the Health Department to maximize Medicaid revenue; and
WHEREAS, this program is also beneficial to the Department of Social Services in that it is
provided an eligibility worker at no cost for salary and benefits.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke that the City
Manager is authorized to continue the services of the Eligibility Worker stationed at the Health
Department in accordance with the original agreement between Roanoke City Department of Social
Services, the State Health Department, and the Virginia Depamnent of Social Services, upon such
terms and conditions as more fully set forth in the City Manager's letter dated Oct'ober 7, 2004, to
this Council.
City Clerk.
CITY OF ROANOKE
Office of the City Clerk
Mary F. Parker, CMC
City Clerk
Stephanie M. Moon, CMC
Deputy City Clerk
Sheila N. Hartman
Assistant City Clerk
October 11, 2004
File #22-60-72
Jesse A. Hall
Director of Finance
Roanoke, Virginia
Dear Mr. Hall:
I am attaching copy of Ordinance No. 36868-100704 appropriating funds in
connection with the Eligibility Worker position, stationed at the Health Department,
and amending and reordaining certain sections of the 2004-2005 Grant Fund
Appropriations.
The abovereferenced measure was adopted by the Council of the City of Roanoke at
a regular meeting which was held on Thursday, October 7, 2004, and is in full force
and effect upon its passage.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
Attachment
Jesse A. Hall
October 11, 2004
Page 2
pc:
Darlene L. Burcham, City Manager
Rolanda B. Russell, Assistant City Manager for Community Development
Sherman M. Stovall, Director, Office of Management and Budget
Jane R. Conlin, Director of Human Services
Dr. Molly O'Dell, Director, Health Department
IN THE COUNCIL Of THE CITY Of ROANOKE, VIRGINIA
?he 7th da~, of Oct:obe~r, 2004.
No, 36868-100704,
AN ORDINANCE to appropriate funding for the Eligibility Worker position,
amending and reordaining certain sections of the 2004-2005 Grant Fund Appropriations,
and dispensing with the second reading by title of this ordinance.
BE IT ORDAINED by the Council of the City of Roanoke that the following
sections of the 2004-2005 Grant Fund Appropriations be, and the same are hereby,
amended and reordained to read and provide as follows:
Appropriations
Regular Employee Salaries
City Retirement
ICMA Match
FICA
Health Insurance
Dental Insurance
Disability Insurance
Revenues
Eligibility Worker FY05 - State
Eligibility Worker FY05 - Federal
035-630-5181-1102 $ 28,874
035-630-5181-1105 2,823
035-630-5181-1115 650
035-630-5181-1120 2,104
035-630-5181-1125 3,300
035-630-5181-1126 221
035-630-5181-1131 78
035-630-5181-5183 19,025
035-630-5181-5184 19,025
Pursuant to the provisions of Section 12 of the City Charter,
of this ordinance by title is hereby dispensed with.
the second reading
ATTEST:
City Clerk.
CITY OF ROANOKE
OFFICE OF THE CITY MANAGER
Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 364
Roanoke, Virginia 24011-1591
Telephone: (540) 853-2333
Fax: (540) 853-1138
CityWeb: www.roanokegov.com
October 7, 2004
Honorable C. Nelson Harris, Mayor
Honorable Beverly T. Fitzpatrick, Jr., Vice Mayor
Honorable M. Rupert Cutler, Council Member
Honorable Alfred T. Dowe, Jr., Council Member
Honorable Sherman P. Lea, Council Member
Honorable Brenda L. McDaniel, Council Member
Honorable Brian J. Wishneff, Council Member
Dear Mayor Harris and Members of City Council:
Subject:
Funding for Restricted
Eligibility Worker
Background:
The City of Roanoke Department of Social Services and the State Health
Department entered into an agreement in 1994 to establish an Eligibility
Worker position through the Department of Social Services to be placed at the
Roanoke Health Department to ensure that all citizens have an opportunity to
apply for Medicaid. The Agreement remains in effect until modified by mutual
consent or operation of law. (See Attachment A).
The total cost of the position is $38,050. Approximately 50% of the cost is
reimbursed from federal Medicaid administrative funds, and the Health
Department reimburses the remaining cost.
Considerations:
The City of Roanoke Health Department is satisfied with the results of having
this position on location and wishes to continue the services.
Recommended Action:
Authorize the City Manager to continue the services of the Eligibility Worker
stationed at the Health Department in accordance with the original
Honorable Mayor and Members of City Council
October 7, 2004
Page 2
agreement. Appropriate funding as outlined below in accounts to be
established in the Grant Fund by the Director of Finance. Establish a revenue
estimate of $38,050 from state and federal sources as described above.
· Salary $28,874
· City Retirement 2,823
· ICMA Match 650
· FICA 2,104
· Health Ins. 3,300
· Dental Ins. 221
· Disability Ins. 78
$38.050
Respectfully submitted,
City Manager
DLB:tem
C.'
Mary F. Parker, City Clerk
William M. Hackworth, City Attorney
Jesse A. Hall, Director of Finance
Sherman M. Stovall, Director of Management and Budget
Jane R. Conlin, Director of Human/Social Services
Molly O'Dell, M.D. Director of Health Department
Rolanda B. Russell, Assistant City Manager for Community Development
#CM04-00174
PLACF-M~-NT OF ELr~IBILnr'Y D~INATION STAFF
AT DESIGNATED I-tRALTHDEPARTMENTS
The State Health ~t
The Vir.H.~n ~t of So~ial Sen4ces
ARTICLE I
The Local DSS and the Health Department agr~ to use the HDEW exclusively for the
purpose ollt!!~! in thi~ Agre~lleat. The Local DSS/s spedflcally protu~ited from using the
HDEW for any purpose other than completing ~ ori~nnting through the Health
Depal'tment.
ARTICLE II
FU'NCTIONS TO BE PERFORMFY) BY HDEW
Application Acceptance and Procesdug
Medicaid Applications. Health Department patients referred to the HDEW shall have
all the rights and privileges of any other applicant for aszistance. Health Department
personnel will refer for Medicaid eligibility determinstion ail potentially eligible
medically indigent patients.
~ - Eligibility for Medicaid will be determined using all
applicab]o rules, regulations, and policies governin~ the general population
applying for Medicaid.
Each HDEW shall be supplied a copy of the Med~aid Manual by the
Local DSS. It shall be the r~ponsibility of each HDEW to keep the
Medicaid Manual current with all revisini transmittals.
b. AH forms ~ to process Medicaid applications shall be orde~d by
the approlxiate local DSS through the usual procedures and made
available ~o the HDEW.
~- The HDEW shall proca~ all Medicaid applications taken
at the Local Health Development for adults and children who are resident~ of
the HDEW's locality. Completed cases sh~!! be forwarded daily to the local
DSS for imm,,diate enrollment.
Applications for patients from other jurisdictions will be forwarded by
the HDEW, unprocessed, to the city or county of residence.
bo
Medicaid eligibility mnst be dete~mln~l in conformity with proces~ug
standards contained at Part Il, Chapter A, of the Medicaid Manual,
Therefore, no local DSS proca~ing procedures shall encumber or delay
certifying and enrolling eligible
~onfid~ntlallt¥ of'F'ile I'nt'nrmati011
Coniidenfially of client information contained in existing Fries (both paper and
electronic) is to be protected, and access to Medicaid eligibility f'des shall be
~im!ted to the HDEWs and Local Departments of Social Services.
Information released to Health Department personnel shall be limited to
information authorized for diss~nlnstion in accordance with the applicant
Release of Information. It shall be rdeased in a manner consistent with
efficiency and non-duplication ofeffort among the Medicaid, WIC, and medical
services pro.mn,
Information maintained by or which can be secured by the local DSS shall be
shared with the HDEW when neces~'y to determine eligibility for Medicaid
under th!~ Agreement. This includes diagnosis informstion and local public
records.
C. Health Deparm~nt Eli_~hillty Wnrker~. Or_~ani~tlnn
Caseload Standards. The HDEW shall be an employee of the local DSS but
shall not count in the determi,~.tions of local stalTmg needs.
Staffing level will he on~ full ~ position. This stairmg level will be re-
evaluatmt b_v m?ren~ntatlv~s ofthe _nsrties to thin Am~mt after one yea~' of
operation using the following criteria to cletermln~its applicability and the need
to make adjustment.
Increased reimbursement by Medicaid due to increased Medicaid
enrollrn~nt then compared W,, the one year period immediately prior to
the effective date of the contract.
b. Increased numbers of medically indigent eligibles enrolled in Medicaid.
Tminlng. The HDEWs shall he treated as other eligibility workers as regards
provision of Medicaid program trninlng and technical assistance. HDEW will
he under the supervision on local Department of Social Services Supervisor who
will be responsible for instruction, accoumability, payroll information, and job
ARTICLE III
This project, whereby local worker~ will be physically located at the Health Depa~ tment
will use funds appropriated to the State Health Department to fund the non-federally
matched portion of the costs of mnlntnin'[n~ ,~ HDEW.
The Local DSS shall submit monthly to the VDSS individual claims for I00
percent reimbursement of personoel costs for the HDEW;
Each dnlm for reimbursement shall be submitted on form DA-20-250,
Accounting Voucher.
Each monthly claim shall be reimbursed by the VDSS at 100 percent of
costs.
The VDSS ~h~!! submit monthly to DMAS, separately identifiable from other
fed~ ¢lnim~ for Medicaid =,tm;nlq.,ation reimbursemaat, ail clail~ of
admlnl, axarlve ext~odiRu~ assodated with operation of this Agreeme~L
The Health Department a/v~s to r~/mbur~ tl~ VDS,~ through an Interagency
Tr~ns£er of funds for any co~z for which federal ~/mbur~mant does not equal
100 percent of such State a~enoy rdmbu.v~me~t made for the month. Funds
used by the Health D~partmant to rgmbur~ VD~S must not come from federal
source~. Tim Int~agmcy Tr~n,ter Invoic~ will be forwaxded by the tenth
working day ofth~ month following th~ covemi period.
ARTICLE IV
MATNTENANCI~ OF RECORD,~
Aclm;nlqrativ~ Records - Records of sdminL~LratiVe COSTS ~hnl~, be maintained
separate from other locz2 DSS and Health Depamnent records for evaluation
and deter~inntion of the ultimnte effectiveness of the project.
o
Applications. Separate identification shall be maintained of all referrals made
by Health Department personnel to the HDEW. Referrals will be tracked and
the outcome recorded as either approved, denied, or failure/refusal to follow
through.
Approved ca~s will be tracked and total expenditures under Medicaid to the
Health Department and other providers will be periodically gathered into
reports by Central Office start'.
ARTICLE V
TERM OF AGRE~MENT
This Agreement shall be~in after all parties have d/ned thl, A~,eement and when personnel
have been employed and/or realigned to the Health Department s/re. An elTective~ess
evaluation shall be conducted by representatives ofthi~ Agreement after the site has been fully
operational for twelve months. Afta'completion of the twelve month effect/veness evaluation,
any party to this A~reement rosy ~-m;nn~ its participation in this project with or without
cause upon sixty days notice in writing to the other panics. In lieu of such action, this
A~'eement*~*. remain in elTect until modified bymutual consent or operation of law. Interim
evaluations, problem identification and resolution ~ons will be held quarterly after the t'u-st
six-month review, on an as needed basis throughout the lif~ oI'tht~ A~mnent.
SIGNATURE SHEET
A/r~ment £or placement of ~ll/ib/lity worke~ at the ,City. of R~ .e~ngk_¢_
~tw~:
Health Deparmlen
The State Health Department
The Virginia Dcpaztment of Social S~rvices
~ ¢i~-aoanek~ Department of Social S~'vic~
I h~r~by agr~ to th~ terms of th~n agreement:
W. Robe~-t Hexb~., City
City of Roanoke
Molly L. ~utl~dg~, M.D.
Acting Health Di~ctor
(si~)
Robert B. Stroube.; M.D., M.P.H.
State Health Commle~ioner '
State Health Dcpa~lauent
(Si~ed)
(Dated)
CITY OF ROANOKE
Office of the City Clerk
Mary F. Parker, CMC
City Clerk
Stephanie M. Moon, CMC
Deputy City Clerk
Sheila N. Hartman
Assistant City Clerk
October 11, 2004
File #5-60-163-236
Darlene L. Burcham
City Manager
Roanoke, Virginia
Dear Ms. Burcham:
I am attaching copy of Resolution No. 36871-100704 accepting the Driver/Occupant
Awareness grant offer made to the City by the Virginia Department of Motor
Vehicles, in the amount of $20,000.00, as more particularly described in a
communication from the City Manager dated October 7, 2004, upon all terms,
provisions and conditions relating to the receipt of such funds.
The abovereferenced measure was adopted by the Council of the City of Roanoke at
a regular meeting which was held on Thursday, October 7, 2004, and is in full force
and effect upon its passage.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
Attachment
Darlene L. Burcham
October :~:~, 2004
Page 2
pc:
Jesse A. Hall, Director of Finance
Rolanda B. Russell, Assistant City Manager for Community Development
Sherman M. Stovall, Director, Office of Management and Budget
A. L. Gaskins, Chief of Police
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of October, 200/4.
No. 36871-10070/4.
A RESOLUTION accepting the Driver/Occupant Awareness grant offer made to the City
by the Virginia Department of Motor Vehicles, and authorizing execution of any required
documentation approved as to form by the City Attorney.
BE IT RESOLVED by the Council of the City of Roanoke as follows:
1. The City of Roanoke does hereby accept the Driver/Occupant Awareness grant
offered by the Virginia Department of Motor Vehicles in the amount of $20,000, such grant
being more particularly described in the letter of the City Manager dated October 7, 2004, upon
all terms, provisions and conditions relating to the receipt of such funds.
2. The City Manager and the City Clerk, are hereby authorized to execute, and attest,
respectively, the grant agreement and all necessary documents required to accept this grant, all
such documents to be approved as to form by the City Attorney.
3. The City Manager is further directed to furnish such additional information as
may be required by the Virginia Department of Motor Vehicles in connection with the City's
acceptance of this grant.
ATTEST:
CITY OF ROANOKE
Office of the City Clerk
Mary F. Parker, CMC Stephanie M. Moon, CMC
City Clerk Deputy City Clerk
Sheila N. Hartman
Assistant City Clerk
October 11, 2004
File #5-60-163-236
Jesse A. Hall
Director of Finance
Roanoke, Virginia
Dear Mr. Hall:
I am attaching copy of Ordinance No. 36870-:[00704 appropriating funds for the
Driver/Occupant Awareness Grant, the Flare Flasher DUI Checkpoint Trailer Grant
and the Enhanced Speed Enforcement Grant, and amending and reordaining certain
sections of the 2004-2005 Grant Fund Appropriations.
The abovereferenced measure was adopted by the Council of the City of Roanoke at
a regular meeting which was held on Thursday, October 7, 2004, and is in full force
and effect upon its passage.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
Attachment
Jesse A. Hall
October 11, 2004
Page 2
pc:
Darlene L. Burcham, City Manager
Rolanda B. Russell, Assistant City Manager for Community Development
Sherman M. Stovall, Director, Office of Management and Budget
A. L. Gaskins, Chief of Police
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of October, 2004.
No. 36870-100704.
AN ORDINANCE to appropriate funding for the Driver/Occupant Awareness
Grant, the Flare Flasher DUI Checkpoint Trailer Grant and the Enhanced Speed
Enforcement Grant, amending and reordaining certain sections of the 2004-2005 Grant
Fund Appropriations, and dispensing with the second reading by title of this ordinance.
BE IT ORDAINED by the Council of the City of Roanoke that the following
sections of the 2004-2005 Grant Fund Appropriations be, and the same are hereby,
amended and reordained to read and provide as follows:
Appropriations
Overtime Salaries
FICA
Expendable Equipment (<$5,000)
Expendable Equipment (<$5,000)
Revenues
DrivedOccupant Awareness Grant FY05
Flare Flasher DUI Checkpoint Trailer Grant FY05
Enhanced Speed Enforcement Grant FY05
035-640-3430-1003 $ 9,289
035-640-3430-1120 711
035-640-3431-2035 5,000
035-640-3432-2035 5,000
035-640-3430-3430 10,000
035-640-3431-3431 5,000
035-640-3432-3432 5,000
Pursuant to the provisions of Section 12 of the City Charter, the second reading
of this ordinance by title is hereby dispensed with.
City Clerk.
CITY OF ROANOKE
OFFICE OF THE CITY MANAGER
Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 364
Roanoke, Virginia 24011-1591
Telephone: (540) 853-2333
Fax: (540) 853-1138
CityWeb: www.roanokegov.corn
October 7, 2004
Honorable
Honorable
Honorable
Honorable
Honorable
Honorable
Honorable
C. Nelson Harris, Mayor
Beverly T. Fitzpatrick, Jr., Vice Mayor
M. Rupert Cutler, Council Member
Alfred T. Dowe, Jr., Council Member
Sherman P. Lea, Council Member
Brenda L. McDaniel, Council Member
Brian J. Wishneff, Council Member
Dear Mayor Harris and member of Council:
Subject: DMV Issued Grant
Background:
The Virginia Department of Motor Vehicles (DMV) is the administering
agency for pass through funds provided by the United States Department
of Transportation for highway safety projects in Virginia. DMV offers these
funds to successful applicants for activities which improve highway safety
in Virginia.
The Roanoke Police Department has been awarded grant funding for grant
period October 1, 2004 through September 30, 2005 in the amount of
$20,000 for the following projects:
Overtime and related FICA expenditures associated with
conducting selective enforcement activities which target
Driving Under the Influence (DUI), speeding, and motor vehicle
occupant safety.
2. For the purchase of 32 rechargeable battery-powered
flare/flasher units.
3. For the purchase one 5' x 8' DUI checkpoint trailer.
For the purchase of radar units and portable traffic sensors
and software. This equipment will be used to monitor speed
and enforce traffic laws during periodic aggressive driver
enforcement initiatives.
There is a statistical correlation between levels of motor vehicle law
enforcement and traffic accidents in the City of Roanoke. Historically,
speed and alcohol are factors in 17 percent of Roanoke's motor vehicle
accidents. This program allows officers to concentrate on alcohol
impaired drivers and speeders at times when such violations are most
likely to occur.
Recommended Action:
Accept the Driver/Occupant Awareness grant. Authorize the City Manager
to execute the grant agreements and any related documents, subject to
them being approved as to form by the City Attorney. Appropriate funding
totaling $20,000 and establish corresponding revenue estimates in
accounts to be established by the Director of Finance in the Grant Fund.
Respectfully submitted,
DLB:gws
C;
Mary F. Parker, City Clerk
William M. Hackworth, City Attorney
Jesse A. Hall, Director of Finance
Rolanda B. Russell, Assistant City Manager
A. L. Gaskins, Chief of Police
CM04-00172
MARY F. PARKER, CMC
City Clerk
CITY OF ROANOIO*,
OFFICE OF CITY CLERK
215 Church Avenue, S.W., Room 456
Roanoke, Virginia 24011 - 1536
Telephone: (540) 853-254I
Fax: (540) 853-1145
E-mail: clerk~ci.roanokc.va.us
October 11, 2004
File #60-72-236
STEPHANIE M. MOON
Deputy City Clerk
SHEILA N. HARTMAN
Assistant City Clerk
Mr. Michael M. Cline
State Coordinator of Emergency Management
Virginia Department of Emergency Management
10501 Trade Court
Richmond, Virginia 23236
Dear Mr. Cline:
I am enclosing copy of Resolution No. 36872-100704 confirming the declaration of
a local flooding emergency in the City of Roanoke, commencing September 28,
2004; conferring emergency powers in the City Manager as Director of Emergency
Management; authorizing the City Manager to make application for Federal and State
public assistance to deal with such emergency; designating Jesse A. Hall, the City's
Director of Finance, as fiscal agent and an agent for submission of financial
information for the City; and calling upon the Federal and State governments for
assistance.
The abovereferenced measure was adopted by the Council of the City of Roanoke at
a regular meeting which was held on Thursday, October 7, 2004, and is in full force
and effect upon its passage.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
Enclo.sure
Michael M. Cline
October 11, 2004
Page 2
pc:
Darlene L. Burcham, City Manager
Jesse A. Hall, Director of Finance
George C. Snead, Jr., Assistant City Manager for Operations
Sherman M. Stovall, Director, Office of Management and Budget
Joseph A. Coyle, Coordinator of Emergency Management
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA,
The 7~h day of 0c~ober, 2004.
No. 36872-100704.
A RESOLUTION confirming the declaration of a local flooding emergency; conferring
emergency powers in the City Manager as Director of Emergency Management; authorizing the
City Manager to make application for Federal and State public assistance to deal with such
emergency; designating a fiscal agent and an agent for submission of financial information for
the City; and calling upon the Federal and State governments for assistance.
WHEREAS, the Council of the City of Roanoke finds that the City has sustained a
disaster because of flooding which began September 28, 2004, and which resulted in substantial
property damage and significant costs to the City in dealing with the effects of this disaster;
WHEREAS, pursuant to the provisions of §44-146.21, Code of Virginia, on September
28, 2004, the City Manager declared a local emergency commencing on September 28, 2004,
which Council must confirm at its next regularly scheduled meeting, or at a special meeting
within fourteen days of such declaration; and
WHEREAS, a condition of extreme peril to life and property existed which necessitated
the declaration of the existence of an emergency.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows:
1. Council confirms that an emergency existed throughout the City commencing
September 28, 2004.
2. The Council hereby ratifies and confirms that, during the period of the emergency
confirmed by this resolution, the City Manager, as Director of Emergency Management,
possessed and held those powers, functions and duties prescribed by the Code of Virginia (1950),
as amended, the City of Roanoke Charter of 1952, the Code of the City of Roanoke (1979), as
amended, and the Emergency Operations Plan approved by this Council, in order to further the
public health, safety and welfare, address the needs of the people of the City of Roanoke, and
mitigate the effects of such emergency.
3. The City Manager is hereby authorized for and on behalf of the City to execute
applications for Federal and State public assistance as is necessary and property to meet this
emergency and to provide to Federal and State agencies for all matters relating to Federal and
State disaster assistance the assurances and agreements required by the Federal Emergency
Management Agency and other agencies of the State and Federal government.
4. Jesse A. Hall, the City's Director of Finance, is hereby designated as the City's
fiscal agent to receive, deposit and account for Federal and State funds made available to the
City to meet the emergency declared by this resolution, and is hereby designated as the City
agent for executing and submitting appropriate documentation and information regarding Federal
and State reimbursement for this emergency.
5. The Council calls upon the Federal and State governments to take steps to afford
to the City of Roanoke and to the persons and business concerns and other organizations and
agencies suffering injury and damage from this disaster such public aid and assistance as is
necessary and proper to meet this emergency.
6. The City Clerk is directed to forward an attested copy of this resolution to the
State Coordinator of Emergency Management.
City Clerk.
K:XMEASLrRESXr-confrrmingfloodemergency92804.1 .doc
CITY OF ROANOKE
OFFICE OF THE CITY MANAGER
Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 364
Roanoke, Virginia 24011-1591
Telephone: (540) 853-2333
Fax: (540) 853-1138
CityWeb: www.roanokegov.com
October 7, 2004
Honorable C. Nelson Harris, Mayor
Honorable Beverly T. Fitzpatrick, Jr., Vice Mayor
Honorable M. Rupert Cutler, Council Member
Honorable Alfred T. Dowe, Jr., Council Member
Honorable Sherman P. Lea, Council Member
Honorable Brenda L. McDaniel, Council Member
Honorable Brian J. Wishneff, Council Member
Dear Mayor Harris and Members of City Council:
Subject:
Emergency Declaration
For Flood Event
Background:
The City experienced a flood event commencing on Tuesday, September
28, 2004 which has resulted in both public and private damage and
significant cost to the City in dealing with the impact of this emergency.
An initial estimate of cost for this event, including damage to public
property and damage to homes and businesses, is estimated at $7 million.
These estimates are subject to change as findings are updated and
insurance estimates are received.
Damage estimates, the slow economy, and reductions in state funding
limit the City's ability to cover the cost of expenses resulting from these
events. On September 28, I declared a local emergency as a result of this
flood event.
Considerations:
Declaration of a local emergency does not automatically guarantee that
State and Federal financial assistance will be provided. The Governor will
make a decision on whether or not to request federal assistance, once
state-wide damage estimates are received.
Mayor Harris and Members of City Council
October 7, 2004
Page 2
Recommended Action:
City Council confirm the City Manager's action declaring a local emergency to
exist for a flood commencing on September 28, 2004.
Respectfully submitted,
City Manager
DLB:
C:
Mary F. Parker, City Clerk
William M. Hackworth, City Attorney
Jesse A. Hall, Director of Finance
George C. Snead, Assistant City Manager for Operations
Joseph A. Coyle, Coordinator of Emergency Management
CM04-O] 78
JESSE A. HALL
Director of Fin.nee
cma~l: jesse_hall(~i.~anoke.va.us
October 7, 2004
CITY OF ROANOKE
DEPARTMENT OF FINANCE
215 Church Avenue, S.W., Room 461
P.O. Box 1220
Roanoke, Virginia 24006-1220
Telephone: (540) 853-2521
Fax: (540) 853-6142
ANN H. SHAWVER
Deputy Director
Honorable C. Nelson Harris, Mayor
Honorable Beverly T. Fitzpatrick, Jr., Vice Mayor
Honorable M. Rupert Cutler, Council Member
Honorable Alfred T. Dowe, Jr., Council Member
Honorable Sherman P. Lea, Council Member
Honorable Brenda L. McDaniel, Council Member
Honorable Brian J. Wishneff Council Member
Dear Mayor Harris and Members of City Council:
Subject: August Financial Report
This financial report covers the first two months of fiscal year 2005. The first quarter of the year is difficult to
analyze due to the relatively small volume of activity which occurs within the early months. Additionally, the
accrual of both revenues and expenditures into the prior year causes some categories to have small balances in
the early months of fiscal year 2005 until activity of that year reverses the impact of the accruals. The following
narrative provides commentary on the significant events of this first fiscal month.
Revenues
Revenues through August 2004 increased .74% compared to FY04. Categories with significant variances from the
prior year are discussed as follows.
General Propet~y Taxes declined in fiscal year 2005 due to a decrease in collection of real estate tax. Through
August 31st of last year, greater collections were made from escrow companies for the first real estate tax
installment which is due October 5~h. The tax is expected to grow 6.6% as a whole in FY 2005.
Other Local Taxes are higher in fiscal year 2005 due to earlier collection of the electric utility tax from AEP. This
tax is due to the City at the end of each month, but in some months, payment is not received until the early days of
the following month.
Permits, Fees and Licenses decreased 25% in the current year due to a decline in year-to-date building and
electrical permits. Permit revenues fluctuate from month to month depending upon when large permit fees are
collected by the City. A large permit fee was collected in August 2004 which provided a higher balance last year.
Revenue from the use of Money and Property declined when the first quarterly billing for the rental of space by
the health department was made later in FY05 than in FY04.
Grants in Aid Commonwealth increased due to a timing difference in receipt of quarterly funding from the
Commonwealth for rentar car tax. The funding from the Commonwealth from the wine tax also increased in the
current year.
Charges for Services increased as a result of increased revenues from the housing of federal prisoners. This
partially due to an increase in volume of prisoners, but it is also impacted by the timing of receipt of payments.
Honorable Mayor and Members of Council
October 7, 2004
Page 2
Miscellaneous Revenue declined in the current year. Proceeds from the sale of surplus vehicular equipment are
being recorded to the Fleet Management Fund. Previously, they were recorded in the General Fund. To provide
additional funding for fleet replacement, a change in policy was made in mid-year FY04.
Internal Services decreased due to decreased billings by Engineering and Building Maintenance. In FY04, some
billings were made to the Water and Sewer Funds which are not being made in the current year upon the creation
of the Water Authority.
The FY05 expenditure budget includes funding of nearly $1.8 million to cover contracts and purchase orders made
during FY04 but not paid by the end of that year. City Council approved re-appropriation of this funding when
adopting the General Fund budget in May.
General Fund expenditures as a whole declined 4.35%. All departments are affected by the fact that City
employees received an average pay raise of 3.0% on July 1, 2004. Also, there have been four payrolls on a year
to date basis in fiscal year 2005, while there were five payrolls through the same period of fiscal year 2004. The
decrease in the number of payrolls causes most departments' expenditures to decline in total in the current year.
Other than these items which affect most categories of expenditures, variances between FY04 and FY05 are
addressed as follows.
Public Works costs are higher in the current year due to an increase in the Paving Program encumbrances.
The Transfer to Debt Service Fund is made as debt payments become due. Payments have declined in the
current year due to savings achieved from the refundings which were made during the prior year.
The Transfer to School Capital Projects Fund in FY04 resulted from an appropriation of fund balances relative
to CMERP for school construction and renovation costs. There has been no similar transfer in FY05.
Nondepartmental expenditures increased due to increased transfers to several funds of the City. Funding to the
GRTC is being made in semi-annual payments in FY05 rather than quarterly to meet the cash flow needs of
GRTC. A transfer has also been made in FY05 for the Civic Center seat replacement project.
Sincerely,
Jesse A. Hall
Director of Finance
JAH:ca
Attachments
Darlene L. Burcham, City Manager
William M. Hackworth, City Attorney
Mary F. Parker, City Clerk
Sherman M. Stovall, Director of Management and Budget
CITY OF ROANOKE, VIRGINIA
GENERAL FUND
STATEMENT OF REVENUE
Year to Date for the Period
General Property Taxes $ 1,457,252 $ 250,759
Other Local Taxes 2,632,070 3,477,393
Permits, Fees and Licenses 199,578 149,352
Fines and Forfeitures 196,200 220,987
Revenue from Use of Money and Properly 74,223 18,160
Grants-in-Aid Commonwealth 1,285,693 1,528,353
Grants-in-Aid Federal Government
Charges for Services 1,155,942 1,439,944
Miscellaneous Revenue 79,527 62,370
Internal Services 72,445 58,771
Total $ 7~t52~930 $ 7~206~089
July I - August 31 July 1 - August 31
2003-2004 2004-2005
Percentage
of Change
Current Fiscal Year
Percent of
Revised Revenue
Revenue Estimate
Estimates Received
-82.79 % $ 87,491,000 0.29%
32.12 % 62,631,000 5.55%
-25.17 % 1,112,000 13.43%
12.63 % 1,321,000 16.73%
-75.53 % 735,000 2.47%
18.87 % 47,287,000 3.23%
0.00 % 34,000 0.00%
24.57 % 7,915,000 18.19%
-21.57 % 327,608 19.04%
-18.88 % 2,935,000 2.00%
0.74% $ 21t 788 608 3.40%
STATEMENT OF EXPENDITURES AND ENCUMBRANCES
Expenditures
Year to Date for the Period
July t - August 31 July I - August 31 Percentage
2003-2004 2004-2005 of Change
Current Fiscal Year
Unencumbered
Balance
Percent of
Revised Budget
Appropriations Obligated
General Government $ 2,190,216 1,977,053
Judicial Administration 1,034,233 876,297
Public Safety 11,452,333 10,349,387
Public Works 4,893,733 6,134,660
Health and Welfare 5,359,922 4,590,006
Parks, Recreation and
Cultural 1,951,166 1,679,796
Community Development 1,207,289 1,144,235
Transfer to Debt Service
Fund 5,534,818 5,193,950
Transfer to School Fund 8,148,241 8,648,321
Transfer to School Capital
Projects Fund 1,025,630
Nondepartmental 831,099 1,137,793
Total $ 43~628t680 41~73t~498
-9.73 % $ 9,681,127 $ 11,658,180 16.96%
-15.27 % 6,042,662 6,918,959 12.67%
-9.63 % 41,927,538 52,276,925 19.80%
25.36 % 16,523,624 22,658,284 27.07%
- 14.36 % 25,495,402 30,085,408 15.26%
-13.91% 6,897,787
-5.22% 4,397,886
-6.16% 9,689,341
6.14% 43,241,605
-100.00
36.90% 7,948,952
-4.35% $ 171~845~924
8,577,583 19.58%
5,542,121 20.65%
14,883,291 34.90%
51,889,926 16.67%
9,086,745
$ 213~577t422
#DIV/0!
12.52%
19.54%
CITY OF ROANOKE, VIRGINIA
CiViC FACILITIES FUND
COMPARATIVE INCOME STATEMENT
FOR THE TVVO MONTHS ENDING AUGUST 31, 2004
FY 2005
FY 2004
Operating Revenues
Rentals
Event Expenses
Display Advertising
Admissions Tax
Electrical Fees
Novelty Fees
Facility Surcharge
Charge Card Fees
Commissions
Catering/Concessions
Other
73,735
16,905
10,334
66,619
99O
25,976
31,449
19,228
15,804
121,598
3,442
(113,866)
(36,813)
2,500
(94,036)
(60)
(132,355)
8,178
129
(56,865)
(13,309)
Total Operating Revenues
Operating Expenses
386,080
285,288
251,884
79,775
616,947
(230,867)
4,139
1,086
42,324
47,549
$ (183,318)
(436,497)
331,575
3,037
87,938
422,550
(859,047)
4,612
349
35,000
39,961
$ (819,086)
Personal Services
Operating Expenses
Depreciation
Total Operating Expenses
Operating Loss
Nonoperating Revenues
Interest on Investments
Miscellaneous
Transfer from General Fund
Total Nonoperating Revenues
Net Loss
Note: Some FY04 balances are negative due to the reversal of prior year accruals where collections
of revenues or payments of expenses related to the accrued amounts had not yet occurred. In FY05,
event close-out is occurring in a more timely manner, resulting in positive account balances.
2
CITY OF ROANOKE, VIRGINIA
PARKING FUND
COMPARATIVE INCOME STATEMENT
FOR THE TWO MONTHS ENDING AUGUST 31, 2004
Operating Revenues
FY 2005
FY 2004
Century Station Garage
Williamson Road Garage
Gainsboro Surface
Norfolk Ave Surface
Market Square Garage
Church Ave Garage
Tower Garage
Williamson Road Surface Lot
Gainsboro Garage
Other Surface Lots
Total Operating Revenues
Operating Expenses
Operating Expenses
Depreciation
Total Operating Expenses
Operating Income
Nonoperating Revenues (Expenses)
Interest on Investments
Interest and Fiscal Charges
Net Nonoperating Expenses
Netlncome
$ 72,047
87,594
8,317
12,655
40,322
100,509
77,039
15,646
16,627
27,833
458,589
119,428
101,775
221,203
237,386
4,598
(53,742)
(49,144)
$ 188,242
$ 66,955
81,388
6,934
10,404
40,805
83,418
69,693
12,141
8,921
21,238
401,897
155,611
90,608
246,219
155,678
(75,358)
(75,358)
$ 80,320
3
CITY OF ROANOKE, VIRGINIA
CITY TREASURER'S OFFICE
GENERAL STATEMENT OF ACCOUNTABILITY
FOR THE MONTH ENDED AUGUST 31, 2004
TO THE DIRECTOR OF FINANCE:
GENERAL STATEMENT OF ACCOUNTABILITY OF THE CITY TREASURER OF THE CITY OF ROANOKE, VIRGINIA FOR THE
FUNDS OF SAID CITY FOR THE MONTH ENDED AUGUST 31,2004.
BALANCE AT BALANCE AT BALANCE AT
FUND JUL 31, 2004 RECEIPTS DISBURSEMENTS AUG 31, 2004 AUG 31, 2003
GENERAL
WATER
WATER POLLUTION CONTROL
CIVIC FACILITIES
PARKING
CAPITAL PROJECTS
MARKET BUILDING OPERATIONS
CONFERENCE CENTER
DEBT SERVICE
DEPT OF TECHNOLOGY
FLEET MANAGEMENT
PAYROLL
RISK MANAGEMENT
PENSION
SCHOOL FUND
SCHOOL CAPITAL PROJECTS
SCHOOL FOOD SERVICE
FDETC
GRANT
$3,248,262.12 $9,748,768.03 $21,317,732.07 ($8,320,701.92) ($6,437,179.48)
1,246,382.97 233,038.91 1,331.31 1,478,090.57 3,080,956.59
( 161,028.70) 0.00 299,826.45 (460,855.15) 8,497,619.22
1,655,403.99 335,659.90 515,973.37 1,475,090.52 1,778,482.10
1,061,462.25 228,908.37 429,551.92 860,818.70 (2,573,205.84)
50,857,006.05 28,464.70 552,141.43 50,333,329.32 52,132,487.14
87,790.48 17,096.05 25,647.44 79,239.09 299,519.85
3,769,452.30 52,892.96 7,507.47 3,814,837.79 3,925,413.32
6,870,767.83 8,190,708.12 0.00 15,061,475.95 14,761,400.38
4,451,828.24 247,001.33 851,205.16 3,847,624.41 3,850,434.49
(293,299.22) 14,275.64 245,657.78 (524,681.36) 1,289,754.23
(9,254,472.22) 10,919,157.37 10,653,362.19 (8,988,677.04) (9,824,093.20)
12,267,115.86 651,479.48 1,159,302.95 11,759,292.39 11,856,220.65
856,300.45 712,779.38 1,697,038.48 (127,958.65) 1,094,433.80
4,271,575.13 4,984,259.08 5,012,963.88 4,242,870.33 10,974,979.14
4,370,749.29 0.00 1,999,333.48 2,371,415.81 7,605,138.16
186,528.02 47,788.88 149,502.24 84,814.66 344,274.09
558.94 0.00 429.94 129.00 (4,019.63)
787,690.01 130,733.18 878,970.94 39~452.25 785,233.81
TOTAL
$86,280,073.79 $36,543,011.38 $45,797,478.50 $77,025,606.67 $103,437,848.82
CERTIFICATE
I HEREBY CERTIFY THAT THE FOREGOING IS A TRUE STATEMENT OF MY ACCOUNTABILITY TO THE CITY OF ROANOKE,
VIRGINIA, FOR THE FUNDS OF THE VARIOUS ACCOUNTS THEREOF FOR THE MONTH ENDED AUGUST 31, 2004.
THAT SAID FOREGOING:
CASH
CASH IN HAND
CASH IN BANK
INVESTMENTS ACQUIRED FROM COMPETITIVE PROPOSALS:
COMMERCIAL HIGH PERFORMANCE MONEY MARKET
COMMERCIAL PAPER
LOCAL GOVERNMENT INVESTMENT POOL
MONEY MANAGEMENT ACCOUNT
U. S. AGENCIES
VIRGINIA AIM PROGRAM (U. S. SECURITIES)
TOTAL
$15,100.01
1,360,699.69
7,000,000.00
1,490,033.33
15,590,329.34
10,509,700.23
15,483,038.89
25,576t705.18
$77,025,606.67
SEPTEMBER 22, 2004
CITY OF ROANOKE PENSION PLAN
STATEMENT OF CHANGES IN PLAN NET ASSETS
FOR THE TWO MONTHS ENDED AUGUST 31, 2004
Additions:
Employer Contributions
Investment Income
Net Appreciation (Depreciation)in Fair Value of Investments
Interest and Dividend Income
Total Investment Income (Loss)
Less Investment Expense
Net Investment Income (Loss)
Total Additions (Deductions)
FY 2005
FY 2004
$ 828,612 $ 523,067
(5,042,878
124,426
(4,918,452
(49,364
(4,869,088
$ (4,040,476
4,816,601
24,097
4,840,698
(74,590)
4,915,288
$ 5,438,355
Deductions
Benefits Paid to Participants
Administrative Expenses
Total Deductions
Net Increase (Decrease)
Net Assets Held in Trust for Pension Benefits:
Fund Balance July '1
Fund Balance August 31
$ 3,332,215
10,358
3,342,573
(7,383,049)
306,925,352
$299,542,3O3
$ 2,948,410
(9,521)
2,938,889
2,499,466
283,983,057
$286,482,523
Note: Negative amounts reflect the reversal of accrual accounting entries made for fiscal year-end
financial reporting purposes.
5
CITY OF ROANOKE PENSION PLAN
BALANCE SHEET
AUGUST 31, 2004
Assets
Cash
Investments, at Fair Value
Due from Other Funds
Other Assets
Total Assets
FY 2005
$ 622,041
300,626,244
1,593
6,531
$ 301,256,409
FY 2004
$ 1,094,429
286,858,545
1,590
6,150
$ 287,960,714
Liabilities and Fund Balance
Liabilities:
Due to Other Funds
Accounts Payable
Total Liabilities
Fund Balance:
Fund Balance, July 1
Net Gain (Loss) - Year to Date
Totar Fund Balance
Total Liabilities and Fund Balance
$ 1,668,881
45,225
1,714,106
306,925,352
(7,383,049)
299,542,303
$ 301,256,409
$ 1,478,093
98
1,478,191
283,983,057
2,499,466
286,482,523
$ 287,960,714
6
MARY F. PARKER, CMC
City Clerk
CITY OF ROANOKE
OFFICE OF CITY CLERK
215 Church Avenue, S.W., Room 456
Roanoke, Virginia 24011-1536
Telephone: {540) 853-2541
Fax: (540) 853-1145
E-mail: clerk(~ci.roanoke.va.us
October 11, 2004
File #53-467
STEPHANIE M. MOON
Deputy City Clerk
SHEILA N. HARTMAN
Assistant City Clerk
George J. A. Clemo, Attorney
10 S. Jefferson Street
Roanoke, Virginia 24011
Dear Mr. Clemo:
I am enclosing copy of Resolution No. 36873-100704 authorizing the issuance of
not to exceed $1,300,000.00 General Obligation School Bonds to finance capital
improvements at Lincoln Terrace Elementary School.
The abovereferenced measure was adopted bythe Council of the City of Roanoke at
a regular meeting which was held on Thursday, October 7, 2004, and is in full force
and effect upon its passage.
Sincerely,
Mary F. Parker, CMC
City Clerk
MFP:ew
Enclosure
George J. A. Clemo, Attorney
October 11,2004
Page 2
pc:
Darlene L. Burcham, City Manager
Jesse A. Hall, Director of Finance
William M. Hackworth, City Attorney
Cindy H. Lee, Clerk, Roanoke City School Board, P. O. Box 13145,
Roanoke, Virginia 24031
Kathy G. Stockburger, Chair, Roanoke City School Board,
2506 Cornwallis Avenue, S.E.,Roanoke, Virginia 24014
Sherman M. Stovall, Director, Office of Management and Budget
[Subsidy]
Resolution No. 36873-100704.
The 7th day of October, 2004.
RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$1,300,000 GENERAL OBLIGATION SCHOOL BONDS
OF THE CITY OF ROANOKE, VIRGINIA, SERIES 2004-A,
TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY
AND PROVIDING FOR THE FORM AND DETAILS THEREOF.
WHEREAS, on June 25, 2003, the Commonwealth of Virginia Board of Education (the
"Board of Education") placed the application (the "Application") of the School Board of the City of
Roanoke, Virginia (the "School Board"), for a loan of $1,300,000 (the "Literary Fund Loan") from
the Literary Fund, a permanent trust fund established by the Constitution of Virginia (the "Literary
Fund"), for the construction, renovation and expansion of school buildings (the "Project") in the
City of Roanoke, Virginia (the "City"), on the First Priority Wailing List;
WHEREAS, the Board of Education was to have approved the release of Literary Fund
moneys to the School Board and make a commitment to loan such moneys to the School Board (the
"Commitment") within one (I) year of placement of the Application on the First Priority Waiting
List upon receipt of the Literary Fund of an unencumbered sum available at least equal to the
amount of the Application and the approval, by the Board of Education, of the Application as
having met all conditions for a loan from the Literary Fund;
WHEREAS, the Board of Education was thereafter to have given advances on the amount
of the Commitment for the Literary Fund Loan to the School Board, as construction or renovation
of the Project progressed, in exchange for temporary notes from the School Board to the Literary
Fund (the "Temporary Notes") for the amounts so advanced;
WHEREAS, after the completion of the Project and the advance of the total amount of the
Commitment, the Tamporaty Notes were to have been consolidated into a permanent loan note of
the School Board to the Literary Fund (the "Literary Fund Obligation") which was to evidence the
obligation of the School Board to repay the Literary Fund Loan;
WHEREAS, the Literary Fund Obligation was to have borne interest at three percent (3%)
per annum and mature in annual installments for a per/od of twenty (20) years;
WHEREAS, in connection with the 2004 Interest Rate Subsidy Program (the "Program"),
the Virginia Public School Authority (the "VPSA") has offered to purchase general obligation
school bonds of the City, and the Board of Education has offered to pay, to the City, a lump sum
cash payment (the "Lump Sum Cash Payment") equal to the sum of (i) net present value difference,
determined on the date on which the VPSA sells its bonds, between the weighted average interest
rate that the general obligation school bonds of the City will bear upon sale to the VPSA and the
interest rate that the Literary Fund Obligation would have borne plus (ii) an allowance for the costs
of issuing such bonds of the City (the "Issuance Expense Allowance");
{RKE% 0886813.D0C-2, 077826-00043-01}
WHEREAS, the City Council (the "Council") of the City of Roanoke, Virginia (the
"City"), has determined that it is necessary and expedient to borrow not to exceed $1,300,000 and
to issue its general obligation school bonds for the purpose of financing certain capital projects for
school purposes; and
WHEREAS, the City held a public hearing, duly noticed, on September 7, 2004, on the
issuance of the Bonds (as defined below) in accordance with the requirements of Section 15.2-
2606, Code of Virginia 1950, as amended (the "Virginia Code"); and
WHEREAS, the School Board has, by resolution, requested the Council to authorize the
issuance of the Bonds (as hereinafter defined) and, consented to the issuance of the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF ROANOKE, VIRGINIA:
1. po~thnri~atinn nf Bonds and llse nf Prnceeds. Thc Council hereby determines that it is
advisable to contract a debt and issue and sell its general obligation school bonds in an aggregate
principal amount not to exceed $1,300,000 (the "Bonds") for the purpose of financing certain
capital projects for school purposes described in Exhibit B. The Council hereby authorizes the
issuance and sale of the Bonds in the form and upon the terms established pursuant to this
Resolution.
2. Sale af the Rands. It is determined to be in the best interest of the City to accept the
offer of the Virginia Public School Authority (the "VPSA") to purchase from the City, and to sell to
the VPSA, the Bonds at a price, determined by the VPSA to be fair and accepted by the Mayor
and the City Manager. The Mayor, the City Manager, and such officer or officers of the City as
either may designate are hereby authorized and directed to enter into a Bond Sale Agreement dated
as of September 29, 2004 with the VPSA providing for the sale of the Bonds to the VPSA in
substantially the form submitted to the Council at this meeting, which form is hereby approved (the
"Bond Sale Agreement").
3. Details nf the Rand~. The Bonds shall be issuable in fully registered form; shall be
dated the date of issuance and delivery of the Bonds; shall be designated "General Obligation
School Bonds, Series 2004-A"; shall bear interest fi'om the date of dehvery thereof payable
semi-annually on each January 15 and July 15 beginning July 15, 2005 (each an "Interest Payment
Date"), at the rates established in accordance with Section 4 of this Resolution; and shall mature on
July 15 in the years (each a "Principal Payment Date") and in the amounts set forth on Schedule I to
Exhibit A attached hereto (the "Principal Installments"), subject to the provisions of Section 4 of
this Resolution.
4. Interest Rates and Principal Installments. The City Manager is hereby authorized and
directed to accept the interest rates on the Bonds established by the VPSA, provided that each
interest rate shall be ten one-hundredths of one percent (0.10%) over the interest rate to be paid by
the VPSA for the corresponding principal payment date of the bonds to be issued by the VPSA (the
"VPSA Bonds"), a portion of the proceeds of which will be used to purchase the Bonds, and
{RKE# 0886813.DOC-2, 077826-00043-01 } 2
provided further, that the true interest cost of the Bonds does not exceed five and sixty one-
hundredths percent (5.60 %) per annum. The Interest Payment Dates and the Principal Installments
are subject to change at the request of the VPSA. The City Manager is hereby authorized and
directed to accept changes in the Interest Payment Dates and the Principal Installments at the
request of the VPSA, provided that the aggregate principal mount of the Bonds shall not exceed
the amount authorized by this Resolution. The execution and delivery of the Bonds as described in
Section 8 hereof shall conchisively evidence such interest rates established by the VPSA and
Interest Payment Dates and the Principal Installments requested by the VPSA as having been so
accepted as authorized by this Resolution.
5. Form af the Ronda. The Bonds shall be initially in the form of a single, temporary
typewhtten bond substantially in the form attached hereto as Exhibit A.
6. Payment; Paying Agemt and Rand Reglatrar The following provisions shall apply to
the Bonds:
(a) For as long as the VPSA is the registered owner of the Bonds, all payments of
principal, premium, if any, and interest on the Bonds shall be made in immediately available funds
to the VPSA at, or before 11:00 a.m. on the applicable Interest Payment Date or Principal Payment
Date, or if such date is not a business day for Virginia banks or for the Commonwealth of Virginia,
then at or before 11:00 a.m. on the business day next preceding such Interest Payment Date or
Principal Payment Date.
(b) All overdue payments of principal and, to the extent permitted by law, interest shall
bear interest at the applicable interest rate or rates on the Bonds.
(c) SunTrust Bank, Richmond, Virginia, is designated as Bond Registrar and Paying Agent
for the Bonds.
7. No Redemption or Prepayment. The Principal Installments of the Bonds shall not be
subject to redemption or prepayment. Furthermore, the Council covenants, on behalf of the City,
not to refund or refinance the Bonds without first obtaining the written consent of the VPSA or the
registered owner of the Bonds.
8. E~eeutian of the Ronda The Mayor or Vice Mayor and the Clerk or any Deputy Clerk
of the City are authorized and directed to execute and deliver the Bonds and to affix the seal of the
City thereto.
9. Pledge of Fall Faith and Credit. For the prompt payment of the principal of and
premium, if any, and the interest on the Bonds as the same shall become due, the full faith and
credit of the City are hereby irrevocably pledged, and in each year while any of the Bonds shall be
outstanding there shall be levied and collected in accordance with law an annual ad valare, m tax
upon all taxable property in the City subject to local taxation sufficient in amount to provide for the
payment of the principal of and premium, if any, and the interest on the Bonds as such principal,
premium, if any, and interest shall become due, which tax shall be without limitation as to rate or
amount and in addition to all other taxes authorized to be levied in the City to the extent other funds
(RKE~0886813.DOC-2,077826410043-01} 3
of the City are not lawfully available and appropriated for such purpose.
10. ll~e nf Prneeed~ Certificate and Certificate a~ tn Arhitrage. The Mayor of the City,
the City Manager and such officer or officers of the City as either may designate are hereby
authorized and directed to execute a Certificate as to Arbitrage and a Use of Proceeds Certificate
each setting forth the expected use and investment of the proceeds of the Bonds and containing
such covenants as may be necessary in order to show compliance with the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), and applicable regulations relating to the
exclusion from gross income of interest on the Bonds and on the VPSA Bonds except as provided
below. The City covenants on behalf of the City that (i) the proceeds from the issuance and sale of
the Bonds will be invested and expended as set forth in such Certificate as to Arbitrage and such
Use of Proceeds Certificate and that the City shall Comply with the other covenants and
representations contained therein and (ii) the City shall comply with the provisions of the Code so
that interest on the Bonds and on the VPSA Bonds will remain excludable from gross income for
Federal income tax purposes.
ll. ~Rtate Non-Arbitrage Program.'. Prnceedn Agreement The City hereby determines
that it is in the best interests of the City to authorize and direct the City Treasurer to participate in
the State Non-Arbitrage Program in connection with the Bonds. The Mayor, the City Manager and
such officer or officers of the City as either may designate are hereby authorized and directed to
execute and deliver a Proceeds Agreement with respect to the deposit and investment of proceeds
of the Bonds by and among the City, the other participants in the sale of the VPSA Bonds, the
VPSA, the investment manager and the depository, substantially in the form submitted to the
Council at this meeting, which form is hereby approved.
12. Continuing Dif~elo~ure Agreement. The Mayor, the City Manager and such officer or
officers of the City as either may designate are hereby author/zed and directed to execute a
Continuing Disclosure Agreement, as set forth in Appendix E to the Bond Sale Agreement, setting
forth the reports and notices to be filed by the City and containing such covenants as may be
necessary in order to show compliance with the provisions of the Securities and Exchange
Commission Rule 15c2-12 and directed to make all filings required by Section 3 of the Bond Sale
Agreement should the City be determined by the VPSA to be a MOP (as defined in the Continuing
Disclosure Agreement).
13. Filing of Re~olntion. The appropriate officers or agents of the City are hereby
authorized and directed to cause a certified copy of this Resolution to be filed with the Circuit Court
of the City.
14. Further Actionn The Mayor and members of the Council and all officers, employees
and agents of the City are hereby authorized to take such action as they or any one of them may
consider necessary or desirable in connection with the issuance and sale of the Bonds and any such
action previously taken is hereby ratified and confirmed.
15. Effective Date. This Resolution shall take effect immediately.
{RKEg0886813.DOC-2,077826-00043-01} 4
The undersigned Clerk of the City of Roanoke, Virginia, hereby certifies that the foregoing
constitutes a tree and correct extract fi.om the minutes of a meeting of the City Council held on
October 7, 2004, and of the whole thereof so far as applicable to the matters referred to in such
extract. I hereby further certify that such meeting was a regularly scheduled meeting and that,
during the consideration of the foregoing resolution, a quorum was present.
C. Nelson Harris, Mayor
Beverly T. Fitzpatrick, Jr., Vice Mayor
M. Rupert Cutler
Alfi.ed T. Dowe, Jr.
Sherman P. Lea
Brenda L. McDaniel
Brian J. Wishneff
Present Absent Aye Nay Abstain
WITNESS MY HAND and the seal of the City of Roanoke, Virginia, this [[~ day of
October, 2004. ~ ~ j~,
Clerk, City of Roanoke, Virginia
[SEAL]
{RKEg 0886813.DOC-2, 0778264)0043-01 } 5
[Subsidy]
EXHIBIT A
(FORM OF TEMPORARY BOND)
NO. TS-1
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE
General Obligation School Bond
Series 2004-A
The CITY OF ROANOKE, VIRGINIA (the "City"), for value received, hereby
acknowledges itself indebted and promises to pay to the VIRGINIA PUBLIC SCHOOL
AUTHORITY the principal amount of DOLLARS ($. ), in annual
installments in the amounts set forth on Schedule I attached hereto payable on July 15, 2005 and
annually on July 15 thereafter to and including July 15, 2024 (each a "Principal Payment Date"),
together with interest fi-om the date of this Bond on the unpaid installments, payable semi-annually
on January 15 and July 15 of each year, commencing on July 15, 2005 (each an "Interest Payment
Date"; together w/th any Principal Payment Date, a "Payment Date"), at the rates per annum set
forth on Schedule I attached hereto. Both principal of and interest on this Bond are payable in
lawful money of the United States of America.
For as long as the Virginia Public School Authority is the registered owner of this Bond,
SunTrust Bank, as bond registrar (the "Bond Registrar"), shall make all payments of principal,
premium, if any, and interest on this Bond, without the presentation or surrender hereof, to the
{RKE% 0886813.DOC-2, 077826-00043-01}
A~I
Virginia Public School Authority, in immediately available funds at or before 11:00 a.m. on the
applicable Pa .yment Date or date fixed for prepayment or redemption. If a Payment Date or date
fixed for prepayment or redemption is not a business day for banks in the Commonwealth of
Virginia or for the Commonwealth of Virginia, then the payment of principal, premium, if any, or
interest on this Bond shall be made in immediately available funds at or before 11:00 a.m. on the
business day next preceding the scheduled Payment Date or date fixed for prepayment or
redemption. Upon receipt by the registered owner of this Bond of said payments of principal,
prernium, if any, and interest, written acknowledgment of the receipt thereof shall be given
promptly to the Bond Registrar, and the City shall be fully discharged of its obligation on this Bond
to the extent of the payment so made. Upon final payment, this Bond shall be surrendered to the
Bond Registrar for cancellation.
The full faith and credit of the City are irrevocably pledged for the payment of the principal
of and the premium, if any, and interest on this Bond. The resolution adopted by the City Council
authorizing the issuance of the Bonds provides, and Section 15.2-2624, Code of Virginia 1950, as
amended, requires, that there shall be levied and collected an annual tax upon all taxable property in
the City subject to local taxation sufficient to provide for the payment of the principal, premium, if
any, and interest on this Bond as the same shall become due which tax shall be without limitation as
to rate or amount and shall be in addition to all other taxes authorized to be levied in the City to the
extent other funds of the City are not lawfully available and appropriated for such purpose.
This Bond is duly authorized and issued in Compliance with and pursuant to the
Constitution and laws of the Commonwealth of Virginia, including the Public Finance Act of 1991,
Chapter 26, Title 15.2, Code of Virginia 1950, as amended, and resolutions duly adopted by the
City Council of the City and the School Board of the City to provide fimds for capital projects for
{RKO# 0886813.~C-2, 077826-00043-01}
A-2
school purposes.
This Bond may be exchanged without cost, on twenty (20) days written notice fi.om the
Virginia Public School Authority, at the office of the Bond Registrar on one or more occasions for
two or more temporary bonds or definitive bonds in fully registered form in denominations of
$5,000 and whole multiples thereof, and; in any case, having an equal aggregate principal mount
having maturities and bearing interest at rates corresponding to the maturities of and the interest
rates on the installments of principal of this Bond then unpaid. This Bond is registered in the name
of the Virginia Public School Authority on the books of the City kept by the Bond Registrar, and
the transfer of this Bond may be effected by the registered owner of this Bond only upon due
execution of an assignment by such registered owner. Upon receipt of such assignment and the
surrender of this Bond, the Bond Registrar shall exchange this Bond for definitive Bonds as
hereinabove provided, such definitive Bonds to be registered on such registration books in the name
of the assignee or assignees named in such assignment.
The principal installments of this Bond are not subject to redemption or prepayment.
All acts, conditions and things required by the Constitution and laws of the Commonwealth
of Virginia to happen, exist or be performed precedent to and in the issuance of this Bond have hap-
pened, exist and have been performed in due time, form and manner as so required, and this Bond,
together with all other indebtedness of the City, is within every debt and other limit proscribed by
the Constitution and laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the City Council of the City of Roanoke has caused this Bond
to be issued in the name of the City of Roanoke, Virginia, to be signed by its Mayor or Vice-Mayor,
its seal to be affixed hereto and attested by the signature of its Clerk or any of its Deputy Clerks,
and this Bond to be dated ,2004.
{RKE# 0886813.DOC-2, 077826-00043-01}
A-3
CITY OF ROANOKE,
VIRGINIA
(SEAL)
ATTEST:
Clerk, City of Roanoke, Virginia
Mayor, City of Roanoke, Virginia
A Tree ¢o~¥ Teste:
- City Clerk
(RK~% 0886813.DOC-2, 077826-00043-01}
A-4
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZI~ CODE, OF
ASSIGNEE)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
the within Bond and irrevocably constitutes and appoints
attorney to exchange said Bond for
definitive bonds in lieu of which this Bond is issued and to register the transfer of such definitive
bonds on the books kept for registration thereof, with full power of substitution in the premises.
Date:
Registered Owner
Signature Guaranteed:
(NOTICE: Signature(s) must be
guaranteed by an "eligible guarantor
institution" meeting the requirements
of the Bond Regisa-ar which
requirements will include Membership or
participation in STAMP or such other "signature
guarantee program" as may be determined by
the Bond Regis~xar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as emended.
(NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears on the front of this
Bond in every particular,
without alteration or change.)
{FAKES 0886813.~C-2, 077826-00043-01}
A-5
SCHEDULE I
Principal Rate
59,092.0O 2.10O%
0.000%
58,54:3.00 2.100%
0.000%
57,962.00 2.600%
0.000%
57,513.00 2.600%
0.00O%
57,124.00 2.850%
0.000%
56,870.00 3.100%
- -- 0.000%
56,969.00 4.100%'
0.000%
57,363.oo 4.100%
0.000%
57,773,.00 4.100%
0.000%
58,201.0O 4.100%
0.000%
58,571.00 3.850%
0.000%
58,912.0O 3:950%
0.000%
58,342.0O 4.100%
0.000%
59,838.0O 4.100%
0,000%
60,396.00 4.250%
0.000%
61,041.0O 4.300%
- 0.000%
61,763.00 4,400%
62,579.00 4.500%
0.000%
6:5,498.00 4.600%
0.000%
64,482.00 4.600%
0.0O0%
$ 1,187,840.00 $
Inter.It
:50,208.01
21,57:3.18
21,573:18
2O,958.48
20,958.48
20,204.97
20,204.97
19,457.30
19,457;:50
18,643.29
18,643.29
17,761.80
17,761.80
16,593.94
16,583.94
15,418.00
15,418.00
14,233.65
14,233.65
13,040.53
13,040.53
11,913.04
11,913.04
10,749.53
10,749.53
9,533.02
9,533.02
9,306.38
8,306.38
7,022.07
7,022.97
5,710.,'59
5,710.59
4,351.80
.4,351.50
2,9,43.77
2,943.77
1,483.32
1,483.32
0.00
510,007.05
Totnl
$89,300.01
21,573.18
80,116.18
20,958.48
78,920.48
20,204.97
77,717.97
19,457.30
76,581.30
18,64:5.29
75,513.29
· 17,761.80
74,738.80
16,593.94
73,956.94
15,418.0O
73,191.00
14,233.65
72,434.65
13,040.53
71,611.63
11,913.04
70,825.04
10,749.53
70,091.53
9,633.02
69,369.02
8,306.38
68,702.38
7,022.97
68,06~.97
5,710.59
67,473.59
4,351.80
66,930.80
2,94837
66,441.77
1,483.32
65,975.32
0.0O
$1,697,547.05
{RKE# 0886813.DOC-2, 077826~(~043-01 }
EXHIBIT B
The proceeds of the Bond will be used to finance certain capital improvements to the existing
school building at Lincoln Terrace Elementary School, including replacement of the roof,
skylights, exterior windows and doors and the heating system. Any Bond proceeds remaining
upon completion of the capital improvements to Lincoln Terrace Elementary School will be
spent on other capital projects for school purposes.
{RKE~ 0886813.DOC-2, 077826410043-01 }
COMMOI~UI4rF.,ALTH OF VIRGINIA
RECEIPT: 0~00603515~i.~ ,' :~..,..
81kiNOi~FICIK RECEIPT
E CITY CIRCUIT CO~T
MTE: lO/El/04 TlR:
~ f~6:RS06 FILIN6f #IK ~PE~ FULL ~T
C~l~ 15~:59 ~ ~.~
~CT ~ ~TH ~ VI~INIA ~C~. ~ CITY
~DE ~]PTI~ ~l~ ~M M~IPTI~
~ ~Y ~O FEE
~TT PAIOl
CL~I( O~ COIJ~T: BIIENgA S. H~IILTOll
CERTIFICATE OF THE CLRRK OF THE CIRCUIT COURT
OF THE CITY OF ROANOKE. VIRGINIA
The undersigned Clerk oftbe Circuit Court of the City of Roanoke, V~,inla, hereby
certifies that:
(1) The undersigned Clerk of thc Circuit Court of the City of Roanoke, Vir~nla, hereby
certifies that the Mayor and Membe~ of the City Council of the City of Roanoke, Virginia,
named below have taken end subscribed the oath pmscr/bed by law on or before the date or dates
on which his or her tei'm or terms of office began, pursuant to § 15.2-1522 of the Code of
Virginia 1950, as amended, as follows:
Name
Ralph K. Smith, Mayor
C. Nelson Harris, Vice MayorI
William H. Carder, Vice Mayor~
M. Rupert Cutler
Alfred T. Dowe, Jr.
Beverly T. Fitzpatrick, Jr., Vice Mayor3
William D. Bestpitch
Linda F. Wyatt
Brenda L. McDaniel~
Brian J. Wishneff
Sh~l'i~,en P. Lea
6/29/2000
6/18/1998, 6/20/2002, 6/24/2004
6/29/2000
6/20/2002
6/20/2002
5/19/2003, 6/24/2004
6/29/20O0
6/29/2000
7/6/2004
6/24/2004
6/24/2004
l Te.u of office as Vice Mayor was from 7/1/2002 - 6/30/2004; vacated council seat
when elected mayor for 4 year term beginning 7/1/2004.
2 Term of office as Vice Mayor was from 7/1/2000 to 7/1/2002; resigned from Council
effective 5/16/2003.
Appointed to fill unexp/red counal teius of William H. Carder; elected to Council for 4
year tem~ beginning 7/1/2004; serves as Vice Mayor for 2 year term beginning 7/1/2004.
4 Appointed to fill unexpired council tcxm of C. Nelson Harris.
{RKI~ 08~8850.DOC- 1, 077826-000~3-01 }
(2) Pursuant to Section 15.2-2607 of the Code of Virginia of 1950, as amended, the~e has
been filed with the Court a certified copy of a resolution of thc Council entitled "RBSOLUTION
AUTHORIZING THE ISSUANCB OF NOT TO BXCEBD $1,300,000 GENERAL
OBLIGATION SCHOOL BONDS, SBRI~S 2004-A, OF THE CITY OF ROANOKB,
VIRGINIA, TO BB SOLD TO THB VIRGINIA PUBLIC SCHOOL AUTHORITY AND
PROVIDING FOR THB FORM AND DETAILS TI~RBOF," adopted by the City Council of
the City of Roanoke, Virginia, on October 7, 2004.
wrrNESS my hand and seal of the Circuit Court of the City of Roanoke, Virginia, this
~ day of October, 2004.
Clerk, Circuit Court of the ' '
City of Roanoke, Virginia
{RKE~ 0~8550.DOC-1, 077826-00043-01 }
GEORGEJ. A. CLEMO
WOODS ROGERS
ATTORNEYS AT LAW
September 29, 2004
City Council
City of Roanoke, Virginia
Roanoke, Virginia
Re~
Resolution Authorizing the Issuance of Not to Exceed $1,300,000 General
Obligation School Bonds of the City of Roanoke, Virginia, Series 2004-A
Gentlemen:
Our firm serves as bond counsel to the City in connection with certain school bond
financings. On August 16, 2004, Council adopted a resolution (No. 36816-081604) authorizing
the filing of an application to the Virginia Public School Authority (VPSA) for bond financing of
$1,300,000 for capital improvements at Lincoln Terrace Elementary School and authorizing
publication of a notice for the public heating required under the Public Finance Act before the
bonds can be issued. The VPSA application was filed on August 25, 2004. A public hearing on
the proposed bond issue was held before Council on September 7, 2004.
I attach a final bond resolution for your consideration. The resolution approves the
details of the bond and related documents and authorizes and directs the Mayor or the Vice
Mayor and the Clerk or any Deputy Clerk of the City to execute and deliver the bond to the
Virginia Public School Authority.
COl
William Hackworth, City Attorney
Richard L. Kelley, Assistant Superintendent, Roanoke City Schools
077826-00043-01
P,O. Box 14125 / Roanoke, Virginia 240384125
10 South Jefferson Street, Suite 1400
540 983-7600 / Fax 540 983-7711 / mail~woodsrogers.com
Offices also in Blacksburg, Danville, Lynchburg and Richmond, Virginia
VIRGINIA PUBLIC SCHOOL AUTHORITY
BOND SALE AGREEMENT C, IIY CLICK '04 ~ kxJ P1~04,~9
dated as of September 29, 2004
Name of Jurisdiction (the "Local Unit"):
Sale Date: Not earlier than October 4, 2004, nor later than October 21, 2004
Closing Date: On or about November 10, 2004
Proceeds Requested: $1,300,000
Maximum Authorized Par Amount: $1,300,000
Amortization Period: Up to twenty (20) years
*********************************************************************************
1. The Virginia Public School Authority CVPSA") hereby offers to purchase your general
obligation school bonds at a price, determined by the VPSA to be fair and accepted by you,
that, subject to VPSA's purchase price objective and market conditions described below, is
substantially equal to Proceeds Requested set forth above (as authorized by your bond
resohition) fi.om the proceeds of the VPSA's bonds. The sale of VPSA's bonds is tentatively
scheduled for October 14, 2004 but may occur at any time during the period described above as
the Sale Date. You acknowledge that VPSA has advised you that its objective is to pay you a
purchase price for your bonds which in VPSA's judgment reflects their market value
("purchase price objective") taking into consideration such factors as the amortization
schedule you have requested for your bonds relative to the amortization schedules requested by
the other localities for their respective bonds, the purchase price received by VPSA for its
bonds and other market conditions relating to the sale of the VPSA's bonds. You further
acknowledge that VPSA has advised you that such factors may result in your bonds having a
value other than par and that in order to receive an amount of proceeds that is substantially
equal to the Proceeds Requested you may need to issue a par amount of bonds that is greater
than or lower than the Proceeds Requested. You at the request of VPSA, will issue an amount
of the local school bonds not in excess of the Maximum Authorized Par Amount to provide, to
the fullest extent practicable given VPSA's purchase price objective and market conditions, a
purchase price for your bonds and a proceeds amount that is substantially equal to the Proceeds
Requested. You acknowledge that the purchase price for your bonds will be less than the
Proceeds Requested should the Maximum Authorized Par Amount be insufficient, based upon
VPSA's purchase price objective and market conditions, to generate an amount of proceeds
substantially equal to the Proceeds Requested.
2. You represent that on or before October 7, 2004, your local governing body will have duly
authorized the issuance of your bonds by adopting a resolution in the form attached hereto as
{RKE# 0884580.DOC-1, 077826-00043-01}
#884580-1
o77826-00043-01
Appendix B (the "local resolution") and that your bonds will be in the form set forth in the
local resolution. Any changes that you or your counsel wish to make to the form of the local
resolution and/or your bonds must be approved by the VPSA prior to adoption of the local
resolution by your local goveming body.
You hereby covenant that you will comply with and carry out all of the provisions of the
Continuing Disclosure Agreement in the form attached hereto as Appendix E, which
agreement is hereby incorporated by reference herein and expressly made a part hereof for all
purposes. The VPSA has defined a Material Obligated Person ("MOP") for purposes of the
Continuing Disclosure Agreement as any Local Issuer the principal amount of whose local
school bonds pledged under VPSA's 1997 Resolution compromises more than 10% of the total
principal amount of all outstanding 1997 Resolution bonds. MOP status will be determined by
adding the principal amount of your local school bonds to be sold to the VPSA and the
principal amount of your local bonds previously sold to the VPSA and currently pledged under
VPSA's 1997 Resolution and measuring the total against 10% of the face value of all bonds
outstanding as of the Closing Date under VPSA's 1997 Resolution. If you are or may be a
MOP, the VPSA will require that you file all the information described in the following
paragraph prior to VPSA's distributing its Preliminary Official Statement, currently scheduled
for October 4, 2004.
You acknowledge that if you are, or in the sole judgment of VPSA may be, a MOP following
the issuance of your local school bonds that are the subject of this Bond Sale Agreement, the
VPSA will include by specific reference in its Preliminary Official Statements and final
Official Statements (for this sale and, if you remain a MOP or become a MOP again after
ceasing to be a MOP, for applicable future sales) the information respecting you ("Your
Information") that is on file with the Nationally Recognized Municipal Securities Information
Repositories or their respective successors ("NRMSIRs") and the Municipal Securities
Rulemaking Board or its successors ("MSRB"). Accordingly, if it appears that you will be a
MOP (I) following the delivery of your local school bonds to the VPSA in connection with this
sale, or (II) during the course of any future sale, whether or not you are a participant in such
sale, you hereby represent and covenant to the VPSA that you will file such additional
information, if any, as is required so that Your Information, as of each of (1) the date of the
VPSA's applicable Preliminary Official Statement (in the case of this sale, expected to be
October 4, 2004), (1I) the date of the VPSA's applicable final Official Statement (in the case of
this sale, expected to be October 14, 2004) and (m) the date of delivery of the applicable
VPSA bonds (in the case of this sale, expected to be November 10, 2004), will be tree and
correct and will not contain any untrue statement of a material fact or omit to state a material
fact which should be included in Your Information for the purpose for which it is included by
specific reference in VPSA's official statement or which is necessary to make the statements
contained in such information, in light of the circumstances under which they were made, not
misleadIng. You further agree to furnish to the VPSA a copy of all filings you make with
NRMSIRs and the MSRB subsequent to the date of this Agreement. Such copy will be
furnished to the VPSA on or before the day that any such filing is made.
The VPSA will advise you within 60 days of the end of each fiscal year if you were a MOP as
{RKE# 0884580.DOC-1, 077826-00043-01 }
#884580-1
077826410043-01
of the end of such fiscal year. Upon written request, the VPSA will also advise you of your
status as a MOP as of any other date. You hereby covenant that you will provide the certificate
described in clause (e) of Section 4 below if VPSA includes Your Information by specific
reference in its disclosure documents in connection with this sale or any future sale, whether or
not you are a participant in such sale.
VPSA's commitment to purchase your bonds is contingent upon (I) VPSA's receipt on the
Closing Date of (a) your bonds which shall include and otherwise meet the Standard Terms
and Conditions contained in Appendix A hereto, (b) a certified copy of the local resolution (see
Appendix B attached hereto), (c) an executed agreement, among VPSA, you and the other
local units simultaneously selling their bonds to VPSA, the depository and the investment
manager for the State Non-Arbitrage Program ("SNAP"), providing for the custody, investment
and disbursement of the proceeds of your bonds and the other general obligation school bonds,
and the payment by you and the other local units of the allocable, associated costs of
compliance with the Internal Revenue Code of 1986, as amended, and any costs incurred in
connection with your participation in SNAP (the "Proceeds Agreement"), (d) an executed copy
of the Use of Proceeds Certificate in the form attached hereto as Appendix C, (e) if the VPSA
has included by specific reference Your Information into the VPSA Preliminary and final
Official Statement, your certificate dated the date of the delivery of the VPSA's bonds to the
effect that (i) Your Information was as of the date of the VPSA's Preliminary and final Official
Statements, and is as of the date of the certificate, tree and correct and did not and does not
contain an nntme statement of a material fact or omit to state a material fact which should be
included in Your Information for the purpose for which it is included by specific reference in
VPSA's official statement or which is necessary to make the statements contained in such
information, in light of the circumstances under which they were made, not misleading, and (ii)
you have complied with your undertakings regarding the amendments adopted on November
10, 1994 to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, (f) an
approving legal opinion from your bond counsel in form satisfactory to VPSA as to the validity
of the bonds and the exclusion from gross income for federal and Virginia income tax purposes
of the interest on your bonds, the conformity of the terms and provisions of your bonds to the
requirements of this Bond Sale Agreement including the appendices attached hereto, and the
due authorization, execution and delivery of this Bond Sale Agreement, Continuing Disclosure
Agreement and the Proceeds Agreement, and the validity of the Continuing Disclosure
Agreement and the Proceeds Agreement, (g) a transcript of the other customary closing
documents not listed above, and (h) the proceeds of VPSA's bonds, (ID if you will be using the
proceeds of your bonds to retire a bond anticipation note, certificate of participation or other
form of interim financing (the "Interim Security"), receipt by VPSA of(a) an opinion of your
bond counsel that, as of the Closing Date, the Interim Security will be paid in full or
defeased according to the provisions of the instrument authorizing the Interim Security (in
rendering such opinion bond counsel may rely on a letter or certificate of an accounting or
financial professional as to any mathematical computations necessary for the basis for such
opinion) and (b) an executed copy of the escrow deposit agreementJletter of instruction
providing for the retirement of the Interim Security and (lid your compliance with the terms
of this agreement. Two complete transcripts (one original) of the documents listed above shall
be provided by your counsel to the VPSA on the Closing Date or, with VPSA's permission, as
{RKE~ 0884580.DOC-1,077826-00043-01 }
#884580-1
0778264/00434)1
soon as practicable thereafter but in no event more than thirty (30) business days after the
Closing Date.
This Bond Sale Agreement shall take effect on September 29, 2004.
Virginia Public School Authority
By:
Authorized VPSA Representative
City of Roanoke, Virginia
By:
Name: Darlene L. Burcham
Title: City Manager
{RKE# 0884580.DOC-1, 077826-00043-01 }
#884580-1
077826-000434)1
(For information only; not part of the Bond Sale Agreement.)
Please have the presiding officer, or other specifically designated agent, of your goveming body
execute 2 (two) copies of this Bond Sale Agreement and return them, along with the tax
questionnaire attached hereto as Appendix D, no later than close of business on September 29,
2004 to, Richard A. Davis, Public Finance Manager, Virginia Public School Authority, P. O. Box
1879, Richmond, Virginia 23218-1879 or by hand or courier service, James Monroe Building-
3rd Floor, 101 N. 14th Street, Richmond, Virginia 23219. The VPSA recommends the use of an
overnight delivery service to ensure timely arrival of your documents. If your governing body or
bond counsel requires more than one originally signed Bond Sale Agreement, please send the
appropriate number; all but one will be retumed at closing.
{RKE# 0884580.DOC-1, 077826-00043-01}
#884580-1
0778264)0043-01
APPENDIX A
to the Bond Sale Agreement
STANDARD TERMS AND CONDITIONS
Described below are terms of the local school bonds which must be embodied in your bond
resolution and bond form and other conditions which must be met in order for VPSA to purchase
your local school bonds on the Closing Date. VPSA will not purchase local school bonds unless
and until such terms are present in the related bond resolution and bond form adopted by your
goveming body and such conditions are met.
Interest and Principal Payments
Your bonds will bear interest from the Closing Date~ set forth in the Bond Sale Agreement and
will mature on July 15 of the years and in the amounts as established by VPSA. Your bonds will
bear interest payable in installments due semiannually on January 15 and July 15. The first
principal and interest installment will be payable on July 15, 2005. Your bonds will bear interest
at rates 10 basis points (0.10%) above the actual rates on VPSA's bonds with corresponding
principal payment dates.
Payment
For so long as the VPSA is the registered owner of your bonds,
0)
the paying agent and bond registrar therefor shall be a bank or trust company
qualified to serve as such, and
(ii)
all payments of principal, premium, if any, and interest shall be made in funds that
shall be immediately available to the VPSA on or before 11:00 A.M. on the
applicable interest or principal payment date, or date fixed for prepayment or
redemption, or if such date is not a business day for banks in Virginia or for the
If VPSA does not purchase your local school bonds on the Closing Date due to your
fault, VPSA will invest, in demand or overnight investments, the amount of its bond
proceeds to be used to purchase your local school bonds. If you cure your failure to
deliver your local school bonds within the sixty (60) day period following the Closing
Date, the VPSA will purchase your local school bonds and your bonds will bear
interest from the date of delivery and payment or other date satisfactory to the VPSA.
You will, however, be required to pay to VPSA at your actual closing an amount
equal to the positive difference, if any, between the amount of interest that wouM have
accrued on your local school bonds from the Closing Date to your actual closing date
and the lesser of the amount of interest income VPSA was able to earn, during such
period, from the investment of its bond proceeds pending their use to purchase your
bonds and the arbitrage yield on the VPSA 's bonds.
#$86650-1
077826-00043-01
Commonwealth, then on or before 11:00 A.M. on the business day preceding such
scheduled due date. Overdue payments of principal and, to the extent permitted by
law, interest shall bear interest at the applicable interest rates on your bonds.
Prepayment or Redemption
Note: Local School Bonds purchased by VPSA as part of the 2004 Interest Rate Subsidy
Program are not subject to redemption or prepayment. The following section applies to
non-subsidized applicants only.
Bonds will be subject to redemption at the option of your governing body, subject to the consent
of the VPSA or other registered owner. Your bond resolution shall provide for prepayment or
redemption as follows:
The bonds maturing after July 15, 2014 are subject to optional prepayment or redemption
prior to maturity by [the issuer], from any available moneys, in whole or in part, on any date
on or at~er July 15, 2014, at the following prepayment or redemption prices on the following
prepayment or redemption dates, plus accrued interest to the date fixed for prepayment or
redemption:
Dates
Price
July 15, 2014 through July 14, 2015
July 15, 2015 through July 14, 2016
July 15, 2016 and thereafter
101%
100½
100
Provided, however, that the bonds shall not be subject to prepayment or redemption
prior to their respective maturities except with the prior written consent of the
registered owner.
Notice of any such prepayment or redemption shall be given to the registered owner by
registered mail at least 60, but not more than 90, days prior to the date fixed for prepayment
or redemption.
#886650-1
077826-00043-01
2
Security
Your bonds must constitute valid and binding general obligations for the payment of which the
full faith and credit of the local unit are irrevocably pledged, and all taxable property within the
boundaries of the local unit must be subject to the levy of an ad valorem tax, over and above all
other taxes and without limitation as to rate or amount, for the payment of the principal of, and
premium, if any, and interest on the bonds to the extent other funds of the local unit are not
lawfully available and appropriated for such purpose.
You shall complete the Questionnaire attached hereto as Appendix D to the Bond Sale
Agreement and send along with the Bond Sale Agreement for receipt no later than the
close of business on September 29, 2004 to Richard A. Davis, Public Finance Manager,
Virginia Public School Authority, either at P.O. Box 1879, Richmond, Virginia 23218-1879
or if delivered by hand to the James Monroe Building- 3rd Floor, 101 N. 14th Street,
Richmond, Virginia 23219. You shall execute the Use of Proceeds Certificate in the form
provided in Appendix C attached to the Bond Sale Agreement for receipt by the VPSA at least
three business days prior to the Closing Date.2
No Composite Issue
You will covenant not to sell, without VPSA's consent, any general obligation bonds which are
part of the same common plan of financing (and payable from the same source of funds) as your
local school bonds, during the period beginning 15 days in advance of and ending 15 days after
VPSA's Sale Date.
Public Hearing and Notice
Before the final authorization of your issuance of the bonds by the governing body, the
governing body must hold a public hearing on the proposed issue unless the issuance of such
bonds has been approved at referendum. The notice of the hearing, meeting the requirements of
Section 15.2-2606, Code of Virginia 1950, as amended, must be published once a week for 2
successive weeks (notices at least 7 days apart) in a newspaper published or having general
circulation in your locality. The public heating may not be held less than 6 nor more than 21
days after the date the second notice appears in the newspaper.
VPSA requires that the Use of Proceeds Certificate be executed separately from the tax
certificates prepared by your bond counsel. Your bond counsel may also prepare one or
more tax certificates that contain some information found in the Use of Proceeds
Certificate in addition to information such as your reasonable expectations as to meeting
the requirements to any of the rebate exceptions.
#886650-1
077826-00043-01
Delivery
VPSA will accept delivery of your bonds only in the form of a single, typewritten, temporary
bond, in registered form, payable to VPSA. The form of the bond is included as Exhibit A to the
resolution in Appendix B to the Bond Sale Agreement. On 20 days written notice from VPSA,
you agree to deliver, at your expense, in exchange for the typewritten bond, on one or more
occasions, one or more temporary bonds or definitive bonds in marketable form and, in any case,
in fully registered form, in denominations of $5,000 and whole multiples thereof, and having the
same aggregate principal amount and accruing interest at the same rates as the bonds surrendered
in exchange, as requested by VPSA.
Comprehensive Annual Financial Report
Annually for the life of your bonds, you will be required to submit a copy of your locality's
Comprehensive Annual Financial Report ("CAFR") or annual audited financial statements to the
rating agencies referenced below:
Moody's Investors Service, Inc.
Public Finance Department
Attention: Caroline Cruise
99 Church Street
New York, New York 10007
Fitch Ratings
Governmental Finance
Attention: Claire G. Cohen
One State Street Plaza
New York, New York 10004
#886650-1
077826-00043-01
APPENDIX B
to the Bond Sale Agreement
[Subsidy]
Resolution No.
RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$1,300~000 GENERAL OBLIGATION SCHOOL BONDS
OF THE CITY OF ROANOKE, VIRGINIA, SERIES 2004-A,
TO BE SOLD TO THE VIRGINIA PUBLIC SCHOOL AUTHORITY
AND PROVIDING FOR THE FORM AND DETAILS THEREOF.
WHEREAS, on June 25, 2003, the Commonwealth of Virginia Board of Education (the
"Board of Education") placed the application (the "Application") of the School Board of the City of
Roanoke, Virginia (the "School Board"), for a loan of $1,300,000 (the "Literary Fund Loan") fi:om
the Literary Fund, a permanent trust fund established by the Constitution of Virginia (the "Literary
Fund"), for the construction, renovation and expansion of school buildings (the "Project") in the
City of Roanoke, Virginia (the "City"), on the First Priority Waiting List;
WHEREAS, the Board of Education was to have approved the release of Literary Fund
moneys to the School Board and make a commitment to loan such moneys to the School Board (the
"Commitment") within one (1) year of placement of the Application on the First Priority Waiting
List upon receipt of the Literary Fund of an unencumbered sum available at least equal to the
amount of the Application and the approval, by the Board of Education, of the Application as
having met all conditions for a loan fi:om the Literary Fund;
WHEREAS, the Board of Education was thereafter to have given advances on the amount
of the Commitment for the Literary Fund Loan to the School Board, as construction or renovation
of the Project progressed, in exchange for temporary notes fi:om the School Board to the Literary
Fund (the "Temporary Notes") for the amounts so advanced;
WHEREAS, after the completion of the Project and the advance of the total amount of the
Commitment, the Temporary Notes were to have been consolidated into a permanent loan note of
the School Board to the Literary Fund (the "Litermy Fund Obligation") which was to evidence the
obligation of the School Board to repay the Literary Fund Loan;
WHEREAS, the Literary Fund Obligation was to have borne interest at three percent (3%)
per annum and mature in annual installments for a period of twenty (20) years;
WHEREAS, in connection with the 2004 Interest Rate Subsidy Program (the "Program"),
the Virginia Public School Authority (the "VPSA") has offered to purchase general obligation
school bonds of the City, and the Board of Education has offered to pay, to the City, a lump sum
cash payment (the "Lump Sum Cash Payment") equal to the sum of(i) net present value difference,
determined on the date on which the VPSA sells its bonds, between the weighted average interest
{RKE# 0886813.D0C-1, 077826 00043-01}
B-1
rate that the general obligation school bonds of the City will bear upon sale to the VPSA and the
interest rate that the Literary Fund Obligation would have bome plus (ii) an allowance for the costs
of issuing such bonds of the City (the "Issuance Expense Allowance");
WHEREAS, the City Council (the "Council") of the City of Roanoke, Virginia (the
"City"), has detemxined that it is necessary and expedient to borrow not to exceed $1,300,000 and
to issue its general obligation school bonds for the purpose of financing certain capital projects for
school purposes; and
WHEREAS, the City held a public hearing, duly noticed, on September 7, 2004, on the
issuance of the Bonds (as defined below) in accordance with the requirements of Section 15.2-
2606, Code of Virginia 1950, as amended (the "Virginia Code"); and
WHEREAS, the School Board has, by resolution, requested the Council to authorize the
issuance of the Bonds (as hereinafter defined) and, consented to the issuance of the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF ROANOKE, VIRGINIA:
1. A,lthnrizatlan of linndn and Uae of Prneeedn. The Council hereby determines that it is
advisable to contract a debt and issue and sell its general .obligation school bonds in an aggregate
principal amount not to exceed $1,300,000 (the "Bonds") for the purpose of financing certain
capital projects for school purposes described in Exhibit B. The Council hereby authorizes the
issuance and sale of the Bonds in the form and upon the terms established pursuant to this
Resolution.
2. gale nf ~hc llrmd~ It is determined to be in the best interest of the City to accept the
offer of the Virginia Public School Authority (the "VPSA") to purchase from the City, and to sell to
the VPSA, the Bonds at a price, determined by the VPSA to be fair and accepted by the Mayor
and the City Manager. The Mayor, the City Manager, and such officer or officers of the City as
either may designate are hereby authorized and directed to enter into a Bond Sale Agreement dated
as of September 29, 2004 with the VPSA providing for the sale of the Bonds to the VPSA in
substantially the form submitted to the Council at this meeting, which form is hereby approved (the
"Bond Sale Agreement").
3. Dt~fail~ of the Rnndn The Bonds shall be issuable in fully registered form; shall be
dated the date of issuance and delivery of the Bonds; shall be designated "General Obligation
School Bonds, Series 2004-A"; shall bear interest from the date of delivery thereof payable
semi-annually on each January 15 and July 15 beginning July 15, 2005 (each an "Interest Payment
Date"), at the rates established in accordance with Section 4 of this Resolution; and shall mature on
July 15 in the years (each a "Principal Payment Date") and in the amounts set forth on Schedule I to
Exhibit A attached hereto (the "Principal Installments"), subject to the provisions of Section 4 of
this Resolution.
4. lntercat Rates and Principal lnntallmanta The City Manager is hereby authorized and
directed to accept the interest rates on the Bonds established by the VPSA, provided that each
{RKE# 0886813.DOC-1, 0778264)00434)1 } B-2
interest rate shall be ten one-hundredths of one percent (0.10%) over the interest rate to be paid by
the VPSA for the corresponding principal payment date of the bonds to be issued by the VPSA (the
"VPSA Bonds"), a portion of the proceeds of which will be used to purchase the Bonds, and
provided further, that the tree interest cost of the Bonds does not exceed five and sixty one-
hundredths percent (5.60 %) per annum. The Interest Payment Dates and the Principal Installments
are subject to change at the request of the VPSA. The City Manager is hereby authorized and
directed to accept changes in the Interest Payment Dates and the Principal Installments at the
request of the VPSA, provided that the aggregate principal amount of the Bonds shall not exceed
the amount authorized by this Resolution. The execution and delivery of the Bonds as described in
Section 8 hereof shall conclusively evidence such interest rates established by the VPSA and
Interest Payment Dates and the Principal Installments requested by the VPSA as having been so
accepted as authorized by this Resolution.
5. Farm of the l~nnda. The Bonds shall be initially in the form of a single, temporary
typewritten bond substantially in the form attached hereto as Exhibit A.
6. payment', paying Agent and Band Regiatrar. The following provisions shall apply to
the Bonds:
(a) For as long as the VPSA is the registered owner of the Bonds, all payments of
principal, premium, if any, and interest on the Bonds shall be made in immediately available funds
to the VPSA at, or before 11:00 a.m. on the applicable Interest Payment Date or Principal Payment
Date, or if such date is not a business day for Virginia banks or for the Commonwealth of Virginia,
then at or before 11:00 a.m. on the business day next preceding such Interest Payment Date or
Principal Payment Date.
(b) All overdue payments of principal and, to the extent permitted by law, interest shall
bear interest at the applicable interest rate or rates on the Bonds.
(c) SunTrust Bank, Richmond, Virginia, is designated as Bond Registrar and Paying Agent
for the Bonds.
7. No Redemption ar Prepayment. The Principal Installments of the Bonds shall not be
subject to redemption or prepayment. Furthermore, the Council covenants, on behalf of the City,
not to refund or refinance the Bonds without first obtaining the written consent of the VPSA or the
registered owner of the Bonds.
8. Exee,~tlan of the Ronda. The Mayor or Vice Mayor and the Clerk or any Deputy Clerk
of the City are authorized and directed to execute and deliver the Bonds and to affix the seal of the
City thereto.
9. Pledge of i~,11 Faith and Credit~ For the prompt payment of the principal of and
premium, if any, and the interest on the Bonds as the same shall become due, the full faith and
credit of the City are hereby irrevocably pledged, and in each year while any of the Bonds shall be
outstanding there shall be levied and collected in accordance with law an annual ad valorem tax
upon all taxable property in the City subject to local taxation sufficient in amount to provide for the
{RKE# 0886813.DOC-1,077826-00043-01} B-3
payment of the principal of and premium, if any, and the interest on the Bonds as such principal,
premium, if any, and interest shall become due, which tax shall be without limitation as to rate or
amount and in addition to all other taxes authorized to be levied in the City to the extent other funds
of the City are not lawfully available and appropriated for such purpose.
10. [lac of Proeeeda Certificate and Certificate aa ~ta Arbitrage. The Mayor of the City,
the City Manager and such officer or officers of the City as either may designate are hereby
authorized and directed to execute a Certificate as to Arbitrage and a Use of Proceeds Certificate
each setting forth the expected use and investment of the proceeds of the Bonds and containing
such covenants as may be necessary in order to show compliance with the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), and applicable regulations relating to the
exclusion from gross income of interest on the Bonds and on the VPSA Bonds except as provided
below. The City covenants on behalf of the City that (i) the proceeds from the issuance and sale of
the Bonds will be invested and expended as set forth in such Certificate as to Arbitrage and such
Use of Proceeds Certificate and that the City shall comply with the other covenants and
representations contained therein and (ii) the City shall comply with the provisions of the Code so
that interest on the Bonds and on the VPSA Bonds will remain excludable from gross income for
Federal income tax purposes.
11. ~qtate Nnn-Arhitrage Program: Proe~eda Agreement. The City hereby determines
that it is in the best interests of the City to authorize and direct the City Treasurer to participate in
the State Non-Arbitrage Program in connection with the Bonds. The Mayor, the City Manager and
such officer or officers of the City as either may designate are hereby authorized and directed to
execute and deliver a Proceeds Agreement with respect to the deposit and investment of procecds
of the Bonds by and among the City, the other participants in the sale of the VPSA Bonds, the
VPSA, the investment manager and the depository, substantially in the form submitted to the
Council at this meeting, which form is hereby approved.
12. Cnntinuing I~iaelnanre Agreement, The Mayor, the City Manager and such officer or
officers of the City as either may designate are hereby authorized and directed to execute a
Continuing Disclosure Agreement, as set forth in Appendix E to the Bond Sale Agreement, setting
forth the reports and notices to be filed by the City and containing such covenants as may be
necessary in order to show compliance with the provisions of the Securities and Exchange
Commission Rule 15c2-12 and directed to make all filings required by Section 3 of the Bond Sale
Agreement should the City be determined by the VPSA to be a MOP (as defined in the Continuing
Disclosure Agreement).
13. Filing nf R~anlntlnn. The appropriate officers or agents of the City are hereby
authorized and directed to cause a certified copy of this Resolution to be filed with the Circuit Court
of the City.
14. Fnrth~r Aetiona. The Mayor and members of the Council and all officers, employees
and agents of the City are hereby authorized to take such action as they or any one of them may
consider necessary or desirable in connection with the issuance and sale of the Bonds and any such
action previously taken is hereby ratified and confn-med.
{RKEg 0886813.DOC-l, 0778264300434)1} B-4
15. ~. This Resolution shall take effect immediately.
The undersigned Clerk of the City of Roanoke, Virginia, hereby certifies that the foregoing
constitutes a true and correct extract from the minutes of a meeting of the City Council held on
October 7, 2004, and of the whole thereof so far as applicable to the matters referred to in such
extract. I hereby further certify that such meeting was a regularly scheduled meeting and that,
during the consideration of the foregoing resolution, a quorum was present.
C. Nelson Harris, Mayor
Beverly T. Fitzpatrick, Jr., Vice Mayor
M. Rupert Cutler
Alfred T. Dowe, Jr.
Sherman P. Lea
Brenda L. McDaniel
Brian J. Wishneff
Present Absent Aye Nay Abstain
WITNESS MY HAND and the seal of the City of Roanoke, Virginia, this
October, 2004.
day of
[SEAL]
Clerk, City of Roanoke, Virginia
{RKE# 0886813.DOC-l, 077826-00043-01} B-5
[Subsidy]
EXHIBIT A
(FORM OF TEMPORARY BOND)
NO. TS-1
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE
General Obligation School Bond
Series 2004-A
The CITY OF ROANOKE, VIRGINIA (the "City"), for value received, hereby
acknowledges itself indebted and promises to pay to the VIRGINIA PUBLIC SCHOOL
AUTHORITY the principal amount of DOLLARS ($ ), in annual
installments in the amounts set forth on Schedule I attached hereto payable on July 15, 2005 and
annually on July 15 thereafter to and including July 15, 2024 (each a "Principal Payment Date"),
together with interest from the date of this Bond on the unpaid installments, payable semi-annually
on January 15 and July 15 of each year, commencing on July 15, 2005 (each an "Interest Payment
Date"; together with any Principal Payment Date, a "Payment Date"), at the rates per annum set
forth on Schedule I attached hereto. Both principal of and interest on this Bond are payable in
lawful money of the United States of America.
For as long as the Virginia Public School Authority is the registered owner of this Bond,
SunTrust Bank, as bond registrar (the "Bond Registrar"), shall make all payments of principal,
premium, if any, and interest on this Bond, without the presentation or surrender hereof, to the
{RKE# 0886813.~C-1, 077826-00043-01}
A-1
Virginia Public School Authority, in immediately available funds at or before 11:00 a.m. on the
applicable Payment Date or date fixed for prepayment or redemption. If a Payment Date or date
fixed for prepayment or redemption is not a business day for banks in the Commonwealth of
Virginia or for the Commonwealth of Virginia, then the payment of principal, premium, if any, or
interest on this Bond shall be made in immediately available funds at or before 11:00 a.m. on the
business day next preceding the scheduled Payment Date or date fixed for prepayment or
redemption. Upon receipt by the registered owner of this Bond of said payments of principal,
premium, if any, and interest, written acknowledgment of the receipt thereof shall be given
promptly to the Bond Registrar, and the City shall be fully discharged of its obligation on this Bond
to the extent of the payment so made. Upon final payment, this Bond shall be surrendered to the
Bond Registrar for cancellation.
The full faith and credit of the City are irrevocably pledged for the payment of the principal
of and the premium, if any, and interest on this Bond. The resolution adopted by the City Council
authorizing the issuance of the Bonds provides, and Section 15.2-2624, Code of Virginia 1950, as
amended, requires, that there shall be levied and collected an annual tax upon all taxable property in
the City subject to local taxation sufficient to provide for the payment of the principal, premium, if
any, and interest on this Bond as the same shall become due which tax shall be without hmitation as
to rate or amount and shall be in addition to all other taxes authorized to be levied in the City to the
extent other funds of the City are not lawfully available and appropriated for such purpose.
This Bond is duly authorized and issued in compliance with and pursuant to the
Constitution and laws of the Commonwealth of Virginia, including the Public Finance Act of 1991,
Chapter 26, Title 15.2, Code of Virginia 1950, as amended, and resolutions duly adopted by the
City Council of the City and the School Board of the City to provide funds for capital projects for
{RKE# 0886813.~C-1, 077826-00043 01}
A-2
school purposes.
This Bond may be exchanged without cost, on twenty (20) days written notice fi.om the
Virginia Public School Authority, at the office of the Bond Registrar on one or more occasions for
two or more temporary bonds or definitive bonds in fully registered form in denominations of
$5,000 and whole multiples thereof, and; in any case, having an equal aggregate principal amount
having maturities and bearing interest at rates corresponding to the maturities of and the interest
rates on the installments of principal of this Bond then unpaid. This Bond is registered in the name
of the Virginia Public School Authority on the books of the City kept by the Bond Registrar, and
the transfer of this Bond may be effected by the registered owner of this Bond only upon due
execution of an assignment by such registered owner. Upon receipt of such assignment and the
surrender of this Bond, the Bond Registrar shall exchange this Bond for definitive Bonds as
hereinabove provided, such definitive Bonds to be registered on such registration books in the name
of the assignee or assignees named in such assignment.
The principal installments of this Bond are not subject to redemption or prepayment.
All acts, conditions and things required by the Constitution and laws of the Commonwealth
of Virginia to happen, exist or be performed precedent to and in the issuance of this Bond have hap-
pened, exist and have been performed in due time, form and manner as so required, and this Bond,
together with all other indebtedness of the City, is within every debt and other limit prescribed by
the Constitution and laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the City Council of the City of Roanoke has caused this Bond
to be issued in the name of the City of Roanoke, Virginia, to be signed by its Mayor or Vice-Mayor,
its seal to be affixed hereto and attested by the signature of its Clerk or any of its Deputy Clerks,
and this Bond to be dated ,2004.
{RKE# 0886813.DOC-1, 077826-00043-01}
A-3
CITY OF ROANOKE,
VIRGINIA
(SEAL)
ATTEST:
Clerk, City of Roanoke, Virginia
Mayor, City of Roanoke, Virginia
{RKE% 0886813.DOC 1, 077826-00043-01}
A~4
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
the within Bond and irrevocably constitutes and appoints
attorney to exchange said Bond for
definitive bonds in lieu of which this Bond is issued and to register the transfer of such definitive
bonds on the books kept for registration thereof, with full power of substitution in the premises.
Date:
Registered Owner
Signature Guaranteed:
(NOTICE: Signature(s) must be
guaranteed by an "eligible guarantor
institution" meeting the requirements
of the Bond Registrar which
requirements will include Membership or
participation in STAMP or such other "signature
guarantee program" as may be determined by
the Bond Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
(NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears on the front of this
Bond in every particular,
without alteration or change.)
{~E# 0886813.DOC-1, 077826-00043 01}
A-5
SCHEDULE
5g,092.00 2.100%
0.000%
58,543.00
$7,962.00 2.600~
0.093~
$7.$13.00 2.600~
0.0~0~
$7,t24.00 2.850%
0.000%
56,870.00 3.193%
58,969.00 4.100%
0.000%
57,363.00 4.100%
0.000%
57,773.00 4.100%
0.000%
58,201.00 4.100%
- 0.000~
58,571.00 3.850%
0.000%
58.912.00 3*-950%
0.000%
59,342.00 4.100%
0.000%
59,836.004.100%
- 0.000%
60,395.004.25O%
0.000~
61,041.004.300%
0.000~
61,763.004.400%
- ;0.000%
$2,579.004.500%
0.000%
63,498.00 4.600%
64,492.00 4.600%
0.000%
$ 1 ,,,187,840.00
Infarct
30.208.01
21,573.18
21,573.18
20,958.48
20,958.48
20,204.g7
20,204.97
19,457~30
18,643.29
18,643.29
17,761.80
17,761.80
16,593.94
16,593.94
15,418.00
15,418.00
14233.65
14,233.65
13,040.53
13,640.53
11,g13.04
11,913.04
10,749.53
10,749.53
9,533.02
8,3O6.38
8,306.38
7,022.97
7,022.97
6,710.59
5,710.59
4,351.80
4,351.60
2.943.77
2,943.77
1,483.32
1,483.32
0.00
'$ 510,007.95
T~I
2'i,6733e
8o, 116.18
20,g58.48
78,920.48
20,264.97
77,717.97
19,457.30
78,581.30
18,648.29
75,513.29
.17,761.80
74,730.80
15,59~.94
15,418.00
73,191.00
14,2~.65
72,4~4o65
13,040.53
71,611.83
11,913.94
70,825.04
10,749.53
70,091.53
9,533.02
69,389.02
8,306.38
68,702.38
7,022.97
68,063.97
$,710.59
67,473.59
4,351
66,930.80
2,948.77
1,483.32
65,975.32
0.~0
$1,697.847.05
{RKE# 0826755.DOC-1, 077826-00045-01}
E~B
The proceeds of the Bond will be used to finance certain capital improvements to the existing
school building at Lincoln Terrace Elementary School, including replacement of the roof,
skylights, exterior windows and doors and the heating system. Any Bond proceeds remaining
upon completion of the capital improvements to Lincoln Terrace Elementary School will be
spent on other capital projects for school proposes.
{RKE# 0886813.DOC-l, 077826~)043-O1 }
APPENDIX C
to the Bond Sale Agreement
USE OF PROCEEDS CERTIFICATE [FOR NEW MONEY]
The $ General Obligation School Bonds, Series 2004-~ (the I
"Bonds") issued by the City of Roanoke. Viminia ^ (the "Issuer") will be purchased by the
Virginia Public School Authority ("VPSA") from the proceeds of the VPSA's $
School Financing Bonds (1997 Resolution), Series 2004 B (the "VPSA's Bonds"), pursuant to a
Bond Sale Agreement dated as of September 29, 2004. The proceeds of the Bonds will be used
to acquire, construct and equip public school facilities owned and/or operated by the school
board for the Issuer (the "School Board"). The Issuer and the School Board each recognize that
certain facts, estimates and representations set forth in the Certificate as to Arbitrage executed by
VPSA in connection with the issuance of the VPSA's Bonds must be based on the
representations and certifications of the Issuer and the School Board, upon which VPSA and
Sidley Austin Brown & Wood LLP, its bond counsel ("Bond Counsel") rely, and that the
exclusion from gross income for federal income tax purposes of the interest on the VPSA's
Bonds depends on the use of proceeds of the VPSA's and the Issuer's Bonds. Accordingly, the
Issuer and the School Board hereby covenant that:
Section 1. Description of Proiect. The proceeds of the Bonds, including investment
income thereon ("proceeds"), will be used to finance the acquisition, construction, and equipping
of public school facilities of the Issuer (the "Project").
Section 2. Governmental Use of Proceeds. The Issuer and the School Board
covenant the following with respect to the use of proceeds of the Bonds and the facilities
financed therewith:
(a) In General.
(i) Private Business Use. No more than ten percent (10%) of the
proceeds of the Bonds or the Project (based on the greatest of: (A) the cost
allocated on the basis of space occupied, (B) the fair market value, or (C) the
actual cost of construction) has been or, so long as the Bonds are outstanding, will
be, used in the aggregate for any activities that constitute a "Private Use" (as such
term is defined below in subsection (d) of this Section 2).
(ii) Private Security or Payment. No more than ten pement (10%) of
the principal of or interest on the Bonds, under the terms thereof or any
underlying arrangement, has been, or, so long as the Bonds are outstanding, will
be, directly or indirectly, (A) secured by any interest in (I) property used for a
Private Use or (II) payments in respect of such property or (B) derived from
payments in respect of property used or to be used for a Private Use, whether or
not such property is a part of the Project.
(b) No Disproportionate or Unrelated Use. With respect to private business use
disproportionate to or not related to governmental use financed or refinanced with the proceeds
C-1
of the Bonds, no more than five percent (5%) of the principal of or interest on such Bonds, under
the terms thereof or any underlying arrangement, has been, or, so long as the Bonds are
outstanding, will be, directly or indirectly, (x) secured by any interest in (I) property used for a
Private Use or (ID payments in respect of such property or (y) derived from payments in respect
of property used or to be used for a Private Use, whether or not such property is a part of the
Project.
(c) No Private Loan Financing. No proceeds of the Bonds will be used to make
or finance loans to any person other than to a state or local governmental unit.
(d) Definition of Private Use. For purposes of this Certificate, the term "Private
Use" means any activity that constitutes a trade or business that is carried on by persons or
entities other than state or local governmental entities. Any activity carded on by a person other
than a natural person is treated as a trade or business. The leasing of property financed or
refinanced with the proceeds of the Bonds or the access of a person other than a state or local
governmental unit to property or services on a basis other than as a member of the general public
shall constitute Private Use unless the Issuer obtains an opinion of Bond Counsel to the contrary.
Use of property financed or refinanced with proceeds of the Bonds by any person, other than a
state or local governmental unit, in its trade or business constitutes general public use only if the
property is intended to be available and is in fact reasonably available for use on the same basis
by natural persons not engaged in a trade or business ("General Public Use").
In most cases Private Use will occur only if a nongovernmental person has a special legal
entitlement to use the financed or refinanced property under an arrangement with the Issuer or
the School Board. Such a special legal entitlement would include ownership or actual or
beneficial use of the Project pursuant to a lease, management or incentive payment contract,
output contract, research agreement or similar arrangement. In the case of property that is not
available for General Public Use, Private Use may be established solely on the basis of a special
economic benefit to one or more nongovernmental persons. In determining whether special
economic benefit gives rise to Private Use, it is necessary to consider all of the facts and
circumstances, including one or more of the following factors:
(i) whether the financed or refinanced property is functionally related
or physically proximate to property used in the trade or business of a
nongovernmental person;
(ii) whether only a small number of nongovernmental persons receive
the economic benefit; and
(iii) whether the cost of the financed or refinanced property is treated as
depreciable by the nongovernmental person.
As of the date hereof, no portion of the Project is leased (or will be so leased) by the
Issuer or the School Board (or a related party or agent) to a person or entity other than a state or
local governmental unit or to members of the general public for General Public Use.
(e) Management and Service Contracts. With respect to management and service
contracts, the determination of whether a particular use constitutes Private Use under this
C-2
Certificate shall be determined on the basis of applying Revenue Procedure 97-13, 1997-1 C. B.
632, as modified by Revenue Procedure 2001-39, 2001-2 C.B. 38 (collectively, "Revenue
Procedure 97-13"). As of the date hereof, no portion of the proceeds derived from the sale of the
Bonds is being used to finance or refinance property subject to contracts or other arrangements
with persons or entities engaged in a trade or business (other than governmental units) that
involve the management of property or the provision of services with respect to property
financed or refinanced with proceeds of the Bonds that does not comply with the standards of
Revenue Procedure 97-13.
For purposes of determining the nature of a Private Use, any arrangement that is properly
characterized as a lease for federal income tax purposes is treated as a lease. Consequently, an
arrangement that is referred to as a management or service contract may nevertheless be treated
as a lease. In determining whether a management contract is properly characterized as a lease, it
is necessary to consider all of the facts and circumstances, including the following factors:
(i) the degree of control over the property that is exercised by a
nongovernmental person; and
(ii) whether a nongovernmental person bears risk of loss of the
financed or refinanced property.
Section 3. Time Test and Due Diligence Test. The Issuer or the School Board have
incurred or will incur within 6 months of the date hereof substantial binding obligations, which
are not subject to contingencies within the control of the Issuer or the School Board or a related
party, to third parties to expend at least 5% of the net sale proceeds of the Bonds on the Project.
The Issuer and the School Board will proceed with due diligence to spend all of the proceeds of
the Bonds within three years of the date hereof.
Section 4. Dispositions and Change in Use.
(a) No Sale or Disposition. The Issuer and the School Board expect to own and
operate and do not expect to sell or otherwise dispose of the Project, or any component
thereof, prior to the final maturity date of the VPSA's Bonds (August 1, ^ 202_^ ).
(b) No Change in Use. The Issuer and the School Board represent, warrant and
covenant that the facilities financed or refinanced with proceeds of the Bonds will be
used for the governmental purpose of the Issuer and the School Board during the period
of time the Bonds are outstanding, unless an opinion of Bond Counsel is received with
respect to any proposed change in use of the Project.
Section 5. No Sinking or Pledged Funds. The Issuer and the School Board have not
established and will not establish any funds or accounts that are reasonably expected to be used
to pay debt service on the Bonds or that are pledged (including negative pledges) as collateral for
the Bonds for which there is a reasonable assurance that amounts on deposit therein will be
available to pay debt service on the Bonds if the Issuer or the School Board encounters financial
difficulty.
C-3
Section 6. No Replacement Proceeds.
(a) In General. No portion of the proceeds of the Bonds will be used as a
substitute for other funds that prior to the Issuer's resolving to proceed with the issuance
of the Bonds was used or is to be used to pay any cost of the Project.
(b) Safe Harbor. In accordance with Section 1.148-1(c) of the Treasury
Regulations regarding the safe harbor against the creation of "replacement proceeds", as
of the date hereof, the weighted average maturity of the Bonds does not exceed 120% of
the reasonably expected economic life of the Project financed thereby.
Section 7. No Refunding. The proceeds of the Bonds will not be used to provide for the
payment of any principal of or interest on any obligations of the Issuer, other than the Bonds,
incurred in the exemise of its borrowing power.
Section 8. Composite Issue. There are no other obligations of the Issuer that have been,
or will be (a) sold within 15 days of the Bonds, (b) sold pursuant to the same plan of financing
together with the Bonds, and (c) paid out of substantially the same source of funds as the Bonds.
Section 9. No Federal Guarantee. The Issuer and the School Board shall not take or
permit any action that would cause (a) the payment of principal of or interest on the Bonds to be
guaranteed, directly or indirectly, in whole or in part by the United States or any agency or
instrumentality thereof or (b) 5 percent or more of the proceeds of the Bonds to be (i) used in
making loans the payment of principal of or interest on which is guaranteed in whole or in part
by the United States or any agency or instrumentality thereof or (ii) invested directly or
indirectly in federally insured deposits or accounts (except as permitted under Section 149(b) of
the Internal Revenue Code of 1986, as amended (the "Code"), or the regulations promulgated
thereunder). The Issuer and the School Board have not, and will not enter into, any (i) long-term
service contract with any federal governmental agency, (ii) service contract with any federal
governmental agency under terms that are materially different from the terms of any contracts
with any persons other than federal government agencies, and (iii) lease of property to any
federal government agency that would cause the Bonds to be considered "federally guaranteed"
within the meaning of Section 149(b) of the Code.
Section 10. No Hedge Bonds. The Issuer and the School each reasonably expects that
all of the net sale proceeds of the Bonds will be used to pay the cost of the Project within three
years of the date hereof. Furthermore, not more than 50 percent of the proceeds of the Bonds
will be invested in Nonpurpose Investments (as such term is defined in Section 148(f)(6)(A) of
the Code) having a substantially guaranteed yield for four years or more.
Section 11. No Overissuance. The total proceeds derived by the Issuer from the sale
of the Bonds and anticipated investment earnings thereon do not exceed the total of the amounts
necessary to finance the Project.
Section 12. Reimbursable Expenses. A portion of the proceeds of the Bonds to be
applied to the cost of the Project will be used to reimburse the Issuer for expenditures incurred
thereby with respect to the Project in anticipation of the issuance of the Bonds. The Issuer and
C-4
the School Board represent the following with respect to the costs of the Project to be reimbursed
from the proceeds of the Bonds.
(a) Official Intent. The total mount of reimbursed costs incurred by the Issuer
with respect to the Project is not expected to exceed $ l, 154,103.00^ . Such expenditures
were paid prior to the date hereof but no earlier than sixty (60) days prior to November
18, 2002. ^ which is the date the Issuer or the School Board adopted its "official intent"
declaration (the "Official Intent Declaration") in accordance with Section 1.150-2 of the
Treasury Regulations. The Official Intent Declaration:
(i) was, on the date of its adoption, intended to constitute a written
documentation on behalf of the Issuer that states that the Issuer reasonably
expected to reimburse itself for such expenditures with the proceeds of a taxable
or tax-exempt borrowing,
(ii) set forth a general description of the Project, and
(iii) stated the maximum principal amount of debt expected to be issued
for the Project.
Neither the Issuer nor the School Board has taken any action subsequent to the
expression of such intent that would contradict or otherwise be inconsistent with such
intent.
(b) Reasonable Official Intent. As of the date of the Official Intent Declaration,
the Issuer reasonably expected to reimburse such expenditures with the proceeds of a
borrowing. The Issuer does not have a pattern of failing to reimburse expenditures 'for
which an intention to reimburse such expenditures was declared and which were actually
paid by the Issuer other than in circumstances that were unexpected and beyond the
control of the Issuer.
(c) Reimbursement Period Requirement. The proceeds derived from the sale of
the Bonds to be applied to reimburse the above-described expenditures will be so applied
no later than the later of the date that is (i) eighteen (18) months after the date on which
the expenditure being reimbursed was paid, or (ii) eighteen (18) months after the date on
which the portion of the Project to which such expenditure relates was placed in service
(within the meaning of Section 1.150-2 of the Treasury Regulations) or abandoned. The
Issuer shall not, however, use Bond proceeds to reimburse the above-described
expenditures later than three (3) years after the date the original expenditure was paid.
(d) Reimbursable Expenditures. The expenditures to be reimbursed are either (i)
capital expenditures (within the meaning of Section 1.150-1 (b) of the Treasury
Regulations), (ii) costs of issuance, (iii) certain working capital expenditures for
extraordinary, nonrecurring items that are not customarily payable from current revenues
(within the meaning of Section 1.148-6 (d) (3) (ii) (B) of the Treasury Regulations), (iv)
grants (within the meaning of Section 1.148-6 (d) (4) of the Treasury Regulations), or (v)
qualified student loans, qualified mortgage loans or qualified veterans' mortgage loans
(within the meaning of Section 1.150-1(b) of the Treasury Regulations). None of the
C-5
expenditures to be reimbursed were incurred for day-to-day operating costs or similar
working capital items.
No portion of the proceeds of the Bonds being used to reimburse the Issuer for
prior expenditures will be used, directly or indirectly, within one year of the date of a
reimbursement allocation, in a manner that results in the creation of replacement
proceeds (within the meaning of Section 1.148-1 of the Treasury Regulations), other than
amounts deposited in a bona fide debt service fired.
(e) Anti-Abuse Rules. None of the proceeds of the Bonds is being used in a
manner that employs an abusive arbitrage device under Section 1.148-10 of the Treasury
Regulations to avoid the arbitrage restrictions or to avoid the restrictions under Sections
142 through 147 of the Code.
Section 13. Private Activity Covenants. The Issuer and the School Board each
represents, warrants and covenants that it will take no action that would cause either the Bonds
or the VPSA's Bonds to be private activity bonds within the meaning of Section 141(a) of the
Code and that it will not fail to take any action that would prevent the VPSA's Bonds and the
Bonds from being private activity bonds, within the meaning of Section 141(a) of the Code.
Furthermore, the Issuer and the School Board have established reasonable procedures to ensure
compliance with this covenant.
Section 14. Covenant as to Arbitrage. The Issuer and the School Board each
represents, warrants and covenants that whether or not any of the Bonds remain outstanding, the
money on deposit in any fund or account maintained in connection with the Bonds, whether or
not such money was derived from the proceeds of the sale of the Bonds or from any other
sources, will not be used in a manner that would cause the Bonds or the VPSA's Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Code and the applicable regulations
thereunder.
Section 15. Tax Covenant. The Issuer and the School Board each represents, warrants
and covenants that it will not take any action which will, or fail to take any action which failure
will, cause the interest on the Bonds or the VPSA's Bonds to become includable in the gross
income of the owners of the Bonds or the VPSA's Bonds for federal income tax purposes
pursuant to the provisions of the Code and the regulations promulgated thereunder in effect on
the date of original issuance of the Bonds and the VPSA's Bonds.
C-6
Date: November .2004
CITY OF ROANOKE. VIRGINIA
By:.
Name: Darlene L. Burchmn
Title: Cit Mana,er
SCHOOL BOARD OF THE CITY OF ROANOKE.
VIRGINIA
By:
Nme: KathvG. Stockbumer
Title: Chairman
C-7
APPENDIX D
to the Bond Sale Agreement
CONSTRUCTION EXCEPTION AND
EIGHTEEN-MONTH EXCEPTION
TO THE REBATE REQUIREMENT
QUESTIONNAIRE
The purpose of this questionnaire is to elicit facts conceming the expenditure of the
proceeds of the City of Roanoke, Virginia (the "Issuer") general obligation school bonds (the
"Bonds") in order to make an initial determination that the construction exception from the rebate
requirement provided by Section 148(f)(4)(C) of the Intemal Revenue Code of 1986, as amended,
or the eighteen month exception from the rebate requirement provided by Section 1.148-7(d) of the
Treasury Regulations is available.
Please supply the information requested below and send this questionnaire to Richard A.
Davis, Public Finance Manager, Virginia Public School Authority, P. O. Box 1879, Richmond,
Virginia 23218-1879, for receipt no later September 29, 2004, with a copy to your bond counsel.
Briefly describe the project (the "Project") to be financed with the proceeds of the Bonds
including the useful life of the project(s) being financed.
2. (a) Indicate the total amount of proceeds to be derived fi.om the sale of the Bonds.
(b) Indicate the amount that you reasonably expect to receive from the investment of the
Bond proceeds prior to spending all of the Bond proceeds set forth above in Question 2 (a).
(c) Indicate the amount of proceeds derived from the sale of the Bonds that you expect to
use to finance the issuance costs of the Bonds. (e.g. your legal fees)
~884576-1
077826-000~3-01
(d) The amount set forth in Questions 2(a) plus the amount set forth in Question 2(b)
reduced by the amount set forth in Question 2(c) equals $ . This
amount is hereinafter referred to as "Available Construction Proceeds". Any bond
premium derived from sale of the bonds and any investment earnings thereon will be
treated as Available Construction Proceeds.
Indicate the amount of money, other than the Available Construction Proceeds of the
Bonds, that will be applied toward the cost of the Project and the expected source of such
money· Indicate what such money will be used for.
Indicate, by principal components, your current estimates of the cost for the acquisition and
construction of the Project that will be financed with the Available Construction Proceeds
of the Bonds, including:
(a) Acquisition of Interest in
Land
(b) Acquisition of Interest in
Real Property~
(c) Acquisition and/or Installation
of Tangible Personal Property2
(d) Site Preparation
(e) Construction of Real Property3
· 4
(f) Reconstruction of Real Property
(g) Rehabilitation of Real Property5
(h) Construction of Tangible
Personal Property6
(i) Specially developed computer
software7
(j) Interest on the Bonds during
Construction
(k) Other (please specify)
(1) Total $
(Note: The sum of the amounts described in (a) through (k) must equal the amount of
0s84sv~.Doc ~, 0vv82s-00043-0~
#88457~1 D-2
077826-00043-01
Available Construction Proceeds of the Bonds set forth in Question 2(d).)
1-7 See the Endnotes on pages D-7 and D-8.
(a)
Have you borrowed, directly or indirectly, (such as through an industrial
development authority) any money, either through a tax-exempt bank loan, a bond
anticipation note, any tax-exempt or taxable obligation or otherwise (a "loan"), to
pay for the Project costs?
Yes No
(b)
Do you intend to use the proceeds of the Bonds to refinance or repay any loan used
to finance the Project costs?
Yes No
(c)
If the answer to Question 5(b) is "Yes", please attach a copy of the BAN, COP, or
other evidence of the loan and any tax certificate executed with such loan and
indicate the following:
(i) Amount of loan:
(ii) Date of loan:
(iii) Maturity date of loan:
(iv) Interest rate of loan:
(v) Name of lender:
(vi) Refinance or repayment date:
(vii) Amount of unspent proceeds, if any:
(viii) Where unspent proceeds are being held (e.g. SNAP):
(d)
(e)
(a)
If the answer to question 5(a) or (b) is "Yes", did you use the proceeds of the loan to
reimburse yourself for expenses paid with respect to the Project before the loan was
obtained?
Yes No
If the answer to question 5(b) is "Yes", do you expect to qualify for the small issuer
exception for the loan.
Do you intend to reimburse yourself fi.om the proceeds of the Bonds for Project
costs advanced fi.om your General Fund or other available sources?
{RKE# 0884576.DOC-1, 077826 00043 01}
#884576-1
D-3
Yes
No
{RKE9 0884576.DOC-1, 077826 00043-01}
D-4
(b)
If the answer to Question 5(d) or Question 6 (a) is "Yes", with respect to all such
expenditures, please indicate the amount of such expenditure, when such
expenditure was paid and the purpose of the expenditure (i.e., architectural fees,
engineering fees, other construction costs):
(i) Amount expended $
(ii) Date of expenditure:
(iii) Purpose of expenditure:
(Note: if you intend to reimburse yourself for more than one expenditure, please
attach a rider setting forth: (i) amount expended, (ii) date of expenditure, and (iii)
purpose of expenditure)
If the answer to Question 5(d) or 6(a) is "Yes" please attach a copy of any other evidence of
your intention to reimburse yourself with the proceeds of a borrowing such as the earliest
possible resolution, declaration or minutes of a meeting. Include the date such resolution
was adopted, meeting was held or declaration made.
[The purpose of questions 8, 9 and 10 is to determine if the Bonds may qualify for the
Construction Exception from the Rebate Requirement.!
Indicate whether the total of the amounts shown in 4(d) through (i) on page D-2 is at least
75% of the amount of Available Construction Proceeds (i.e., 75% of the amount in 4(i).
Yes No
If the answer to Question 8 is "Yes", answer Question 9 and skip Question 10.
If the answer to Question 8 is "No", skip Question 9 and answer Question 10.
(a)
Assuming the Bonds are delivered on November 10, 2004 and funds are made
available to you on that date, please complete the following schedule indicating the
amount of Available Construction Proceeds that the City/County expects to expend
and disburse during the following time periods:
From November 10, 2004 to May 10, 2005 $
From May 11, 2005 to November 10, 2005
From November 11, 2005 to May 10, 2006
From May 11, 2006 to November 10, 2006
Total9 $
{RKE~ 0884576.D0C-1, 077826 00043-01}
#884576-1 D-5
077826-00043-01
8 and 9 See the Endnotes on page D-8.
{RKE# 0884576.DOC 1, 077826-00043 01)
D-6
10.
(b)
If you do not expect to spend 100% of Available Construction Proceeds by
November 10, 2006, do you expect to spend 100% of Available Construction
Proceeds by November 10, 2007?
Yes No
For purposes of this Question 10, assume that the Bonds are delivered on November I0,
2004 and funds are made available to you on that date.
(a)
Does the City/County expect to expend and disburse the amount shown in Question
4(a) for the acquisition of land by May 10, 2005?
Yes No
Co)
Does the City/County expect to expend and disburse the amount shown in Question
4(b) for the acquisition of interests in real property by May 10, 20057
Yes No
(c)
Does the City/County expect to expend and disburse the amount shown in Question
4(c) for the acquisition and/or installation of tangible personal Property by May 10,
2005?
Yes No
(d)
(i) Does the City/County expect to expend and disburse the amount shown in
question 4(1) by November 6, 2007?
Yes No
(ii) Assuming that the Bonds are delivered on November 10, 2004, and fimds are
made available to you on that date, please complete the following schedule
indicating the amount of Available Construction Proceeds that the City/County
expects to expend and disburse during the following time periods:
From November 10, 2004 to May 10, 2005
From May 11, 2005 to Novemberl 0, 2005
From Novemberl 1, 2005 to May 10, 2006
From May 11, 2006 to November 10, 2006
Total $
{RIFE# 0884576.DOC-1, 077826 00043-01}
#$$4576-1
077826-00043-01
D-7
10 See the Endnotes on page D-8.
{RKE% 0884576.DOC-1, 077826 00043-01}
#884576-1
D-8
[The purpose of question 11 is to determine if the Bonds may qualify for the Eighteen
Month Exception from the Rebate Requirement.]
11. The sum of the amounts set forth in Questions 2(a) and 2(b) equals $ (the "gross
proceeds"). Assuming that the Bonds are delivered on November 10, 2004 and funds are made
available to you on that date, please complete the following schedule indicating the mount of gross
proceeds that the City/County expects to expend and disburse during the following time periods:
From November 10, 2004 to May 10, 2005
From May 11, 2005 to Novemberl0, 2005
From Novemberl 1, 2005 to May 10, 2006
Total $
12. (a) Will this issue qualify for the Small Issuer Exception?
Yes No
(b)
List any general obligation bond financings the City/County has undertaken or is
planning to undertake in the calendar year 2004.
I understand that the foregoing information will be relied upon by the Virginia Public School
Authority (the "Authority") in determining the applicability of the construction exception to the
Authority's School Financing Bonds (1997 Resolution), Series 2004B. I hereby certify that I am familiar
with the Project or have made due inquiry in order to complete this Questionnaire with respect to the
Project and am authorized by the City/County to provide the foregoing information with respect to it,
which information is true, correct, and complete, to the best of my knowledge.
1 Include amounts expended prior to November 10, 2004 and approved by your bond counsel for
reimbursement from your bond proceeds. This does not include any amount used to refinance or
repay any loan.
{R×E# 0884SV6.DOC-~, 077826 08043
#884576-1 D-9
077826-00043-01
Name of Person Completing
Questionnaire
Title
Signature
Date
{RKE# 0884576.D0C-1, 077826 00043-01}
#854576-1
077826-00043-01
D-10
ENDNOTES
For purposes of this questionnaire, "real property" means improvements to land, such as buildings
or other inherently permanent structures, including items that are structural components of such
buildings or structures. For example, real property includes wiring in a building, plumbing
systems, central heating or central air conditioning systems, pipes or ducts, elevators or escalators
installed in a building, paved parking areas, road, wharves and docks, bridges and sewage lines.
For purposes of this questionnaire, tangible personal property means any tangible property except
real property. For example, tangible personal property includes machinery that is not a structural
component of a building, fire tracks, automobiles, office equipment, testing equipment and
furnishings.
See description of real property in endnote 1. This includes all capital expenditures that are
properly chargeable to or may be capitalized as part of the basis of the real property prior to the
date the property is placed in service. For purposes of this questionnaire, expenditures are
considered paid in connection with the construction, reconstruction or rehabilitation of real
property if the contract between the Issuer and the seller requires the seller to build or install the
property (such as under a "turnkey contract") but only to the extent the property has not been built
or installed at the time the parties enter into the contract. If the property has been partially built or
installed at the time the parties enter into the contract, the expenditures that are allocable to the
portion of the property built or installed before that time are expenditures for the acquisition of
real property.
See endnote 3.
See endnote 3.
For purposes of this questionnaire, expenditures are in connection with the construction of
tangible personal property, as defined in endnote 2, if:
(a) A substantial portion of the property or properties is completed more than 6 months
after the earlier of the date construction or rehabilitation commenced and the date the Issuer
entered into an acquisition contract;
(b) Based on the reasonable expectations of the Issuer, if any, or representations of the
person constructing the property, with the exercise of due diligence, completion of construction or
rehabilitation (and delivery to the Issuer) could not have occurred within that 6-month period; and
(c) If the Issuer itself builds or rehabilitates the property, not more than 75% of the
capitalizable cost is attributable to property acquired by the Issuer (e.g., components, raw
materials and other supplies).
{RKE# 0884576.DOC 1, 077826-00043 01}
#884576-1
077826-00043-01
Specially developed computer software means any programs or routines used to cause a computer
to perform a desired task or set of tasks, and the documentation required to describe and maintain
those programs, provided that the software is specially developed and is functionally related and
subordinate to real property or other constructed personal property.
Include amounts expended prior to November 10, 2004 and approved by your bond counsel for
reimbursement fi.om your bond proceeds. This does not include any amount used to refinance or
repay any loan.
Total should equal the amount in 4(1).
Include amounts expended prior to November 10, 2004 and approved by your bond counsel for
reimbursement from your bond proceeds. This does not include any amount used to refinance or
repay any loan.
{RKE# 0884576.D0C-1, 077826-00043-01}
#$84576-1
077826~0043-01
D-12
APPENDIX E
to the Bond Sale Agreement
CONTINUING DISCLOSURE AGREEMENT
[This Continuing Disclosure Agreement will impose obligations on the
Local Issuer if and only if the Local Issuer is or has become and
remains a "Material Obligated Person", as defmed below]
This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and
delivered by the undersigned local issuer (the "Local Issuer") in connection with the issuance by
the Virginia Public School Authority (the "Authority") of $ aggregate principal
amount of its School Financing Bonds (1997 Resolution) Series 2004 B (the "Series 2004 B
Bonds") pursuant to the provisions of a bond resolution (the "1997 Resolution") adopted on
October 23, 1997, as amended and restated. The Series 2004 B Bonds and all other parity bonds
heretofore and hereafter issued under the 1997 Resolution are collectively called the "Bonds". A
portion of the proceeds of the 2004 Series B Bonds are being used by the Authority to purchase
certain general obligation school bonds ("Local School Bonds") of the Local Issuer pursuant to a
bond sale agreement between the Authority and the Local Issuer (the "Bond Sale Agreement").
Pursuant to paragraph 3 of the Bond Sale Agreement, the Local Issuer hereby covenants and
agrees as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Local Issuer for the benefit of the holders of the Series 2004 B
Bonds and in order to assist the Participating Underwriters (defmed below) in complying with the
Rule (defmed below). The Local Issuer acknowledges that it is undertaking primary
responsibility for any reports, notices or disclosures that may be required under this Agreement.
SECTION 2. ~ In addition to the definitions set forth in the 1997 Resolution,
which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined
in this Section, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Local Issuer pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Agreement.
"bond sale agreement" shall mean the Bond Sale Agreement and any other comparable
wriuen commitment of the Local Issuer to sell local school bonds to the Authority.
"Dissemination Agent" shall mean the Local Issuer, acting in its capacity as
Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by
such Local Issuer and which has filed with such Local Issuer a written acceptance of such
designation.
"Filing Date" shall have the meaning given to such term in Section 3(a) hereof.
#884574-1
077826-00043-01
E-1
"Fiscal Year" shall mean the twelve-month period at the end of which fmancial position
and results of operations are determined. Currently, the Local Issuer's Fiscal Year begins July 1
and continues through June 30 of the next calendar year.
"holder" shall mean, for purposes of this Disclosure Agreement, any person who is a
record owner or beneficial owner of a Series 2004 B Bond.
"Listed Events" shall mean any of the events listed in subsection 5(b)(5)(i)(C) of the Rule.
"local school bonds" shall mean any of the Local School Bonds and any other bonds of
the Local Issuer pledged as security for Bonds issued under the Authority's 1997 Resolution.
"Material Obligated Person" (or "MOP") shall mean the Local Issuer if it has local school
bonds outstanding in an aggregate principal amount that exceeds 10% of the aggregate principal
amount of all outstanding Bonds of the Authority.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule.
"Pa~'lcipating Underwriter" shall mean any of the original underwriters of the Authority's
Series 2004 B Bonds required to comply with the Rule in connection with the offering of such
Bonds.
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
"State Repository" shall mean any public or private depository or entity designated by the
State as a state depository for the purpose of the Rule. As of the date of this Agreement, there is
no State Repository.
SECTION 3. Provision of Annual Reports.
(a) The Local Issuer shall, or shall cause the Dissemination Agent to, provide
to each Repository an Annual Report which is consistent with the requirements of Section 4 of
this Disclosure Agreement. Such Annual Report shall be fried on a date (the "Filing Date") that
is not later than 12 months after the end of any Fiscal Year (commencing with its Fiscal Year
ended June 30, 2005) as of the end of which such Local Issuer was a MOP, unless as of the
Filing Date the Local Issuer is no longer a MOP.~ Not later than ten (10) days prior to the Filing
The Authority will covenant in the Bond Sale Agreement to advise the Local Issuer
within 60 days of the end of each Fiscal Year if such Local Issuer was a Material
Obligated Person as of the end of such Fiscal Year. Upon written request, the
#884574-1
077826-00043-01 E-2
Date, the Local Issuer shall provide the Annual Report to the Dissemination Agent (if applicable)
and shall provide copies to the Authority. In each case, the Annual Report (i) may be submitted
as a single document or as separate documents comprising a package, (ii) may cross-reference
other information as provided in Section 4 of this Disclosure Agreement and (iii) shall include the
Local Issuer's audited financial statements prepared in accordance with applicable State law or, if
audited financial statements are not available, such unaudited financial statements as may be
required by the Rule. In any event, audited financial statements of such Local Issuer must be
submitted, if and when available, together with or separately from the Annual Report.
(b) If the Local Issuer is unable to provide an Annual Report to the
Repositories by the date required in subsection (a), the Local Issuer shall send a notice to the
Municipal Securities Rulemaking Board and any State Repository in substantially the form
attached hereto as Exhibit A.
SECTION 4. Content of Annual Reports. Except as otherwise agreed, any Annual
Report required to be filed hereunder shall contain or incorporate by reference, at a minimum,
annual financial information relating to the Local Issuer, including operating data,
(i)
updating such information relating to the Local Issuer as shall have been included
or cross-referenced in the final Official Statement of the Authority describing the
Authority's Series 2004 B Bonds or
(ii)
if there is no such information described in clause (i), updating such information
relating to the Local Issuer as shall have been included or cross-referenced in any
comparable disclosure document of the Local Issuer relating to its tax-supported
obligations or
(iii)
if there is no such information described in clause (i) or (ii) above, initially setting
forth and then updating the information referred to in Exhibit B as it relates to the
Local Issuer, all with a view toward assisting Participating Underwriters in
complying with the Rule.
Any or all of such information may be incorporated by reference from other documents,
including official statements of securities issues with respect to which the Local Issuer is an
"obligated person" (within the meaning of the Rule), which have been filed with each of the
Repositories or the Securities and Exchange Commission. If the document incorporated by
reference is a final official statement, it must be available from the Municipal Securities
Rulemaking Board. The Local Issuer shall clearly identify each such other document so
incorporated by reference.
SECTION 5. Reporting of Listed Events. Whenever the Local Issuer is a Material
Obligated Person required to file Annual Reports pursuant to Section 3(a) hereof and obtains
knowledge of the occurrence of a Listed Event, and if such Local Issuer has determined that
Authority will also advise the Local Issuer as to its status as a MOP as of any
other date.
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077826-00043-01 E-3
knowledge of the occurrence of a Listed Event with respect to its local school bonds would be
material, such Local Issuer shall promptly file a notice of such occurrence with each National
Repository or the Municipal Securities Rulemaking Board and each State Repository, if any, with
a copy to the Authority.
SECTION 6. Termination of R~orting Obligation. The Local Issuer's obligations under
this Disclosure Agreement shall terminate upon the earlier to occur of the legal defeasance or
final retirement of all the Local School Bonds.
SECTION 7. DA~lllhlaimll~g~. The Local Issuer may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement and may discharge any such Agent, with or without appointing a successor
Dissemination Agent. The Local Issuer shall advise the Authority of any such appointment or
discharge. If at any time there is not any other designated Dissemination Agent, the Local Issuer
shall be the Dissemination Agent.
SECTION 8. ~. Notwithstanding any other provision of this Disclosure
Agreement, the Local Issuer may amend this Disclosure Agreement, if such amendment has been
approved in writing by the Authority and is supported by an opinion of independent counsel,
acceptable to the Authority, with expertise in federal securities laws, to the effect that such
amendment is permitted or required by the Rule.
SECTION 9. - ' . Nothing in this Disclosure Agreement shall be
deemed to prevent the Local Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Agreement. If the Local Issuer chooses to
include any information in any Annual Report or notice of occurrence of a Listed Event, in
addition to that which is specifically required by this Disclosure Agreement, such Local Issuer
shall have no obligation under this Agreement to update such information or include it in any
future Annual Report or notice of occurrence of a Listed Event.
SECTION 10. Default. Any person referred to in Section 11 (other than the Local
Issuer) may take such action as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the Local Issuer to file its Annual Report or to give
notice of a Listed Event. The Authority may, and the holders of not less than a majority in
aggregate principal amount of Bonds outstanding may, take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to challenge the
adequacy of any information provided pursuant to this Disclosure Agreement, or to enforce any
other obligation of the Local Issuer hereunder. A default under this Disclosure Agreement shall
not be deemed an event of default under the applicable resolution or bonds of the Local Issuer,
and the sole remedy under this Disclosure Agreement in the event of any failure of the Local
Issuer to comply herewith shall be an action to compel performance. Nothing in this provision
shall be deemed to restrict the rights or remedies of any holder pursuant to the Securities
Exchange Act of 1934, the roles and regulations promulgated thereunder, or other applicable
#884574-1
077826-00043-01 E-4
laws.
SECTION 11. ~. This Disclosure Agreement shall inure solely to the benefit
of the Authority, the Local Issuer, the Participating Underwriters, and holders from time to time
of the Authority's Bonds, and shall create no rights in any other person or entity.
SECTION 12. Cs:mate, l:im~. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Date: November ,2004
CITY OF ROANOKE, VIRGINIA
By
Darlene L. Burcham, City Manager
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077826-00043-01 E-5
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
[AUDITED FINANCIAL STATEMENTS]
Re: VIRGINIA PUBLIC SCHOOL AUTHORITY
SCHOOL FINANCING BONDS (1997 Resolution)
SERIES 2004 B
CUSIP Numbers.
Dated: November 1, 2004
Name of Local Issuer: City of Roanoke, Virginia
NOTICE IS HEREBY GIVEN that the Local Issuer has not provided an Annual Report as
required by Section 3(a) of the Continuing Disclosure Agreement, which was entered into in
connection with the above-named bonds issued pursuant to that certain Series Resolution adopted
on [September 10, 2004], by the Board of Commissioners of the Virginia Public School
Authority, the proceeds of which were used to purchase $ [School Bonds] of the
[Local Issuer]. [The Local Issuer anticipates that the Annual Report will be filed by
.] The Local Issuer is a material "obligated person" within the meaning of Rule
15c2-12 under the Securities Exchange Act of 1934, as amended, with respect to the above-
named bonds of the Authority.
Dated:
CITY OF ROANOKE, VIRGINIA
By¸
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077826-000434) 1 E-6
EXHIBIT B
CONTENT OF ANNUAL REPORT
Description of the Local Issuer. A description of the Local Issuer including a summary of its
form of government, budgetary processes and its management and officers.
Debt. A description of the terms of the Local Issuer's outstanding mx-supported and other debt
including a historical summary of outstanding tax-supported debt; a summary of authorized but
unissued tax-supported debt; a summary of legal debt margin; a summary of overlapping debt;
and a summary of annual debt service on outstanding tax-supported debt as of the end of the
preceding fiscal year. The Annual Report should also include (to the extent not shown in the
latest audited financial statements) a description of contingent obligations as well as pension plans
administered by the Local Issuer and any unfunded pension liabilities.
Financial Data. Financial information respecting the Local Issuer including a description of
revenues and expenditures for its major funds and a summary of its tax policy, structure and
collections as of the end of the preceding f~scal year.
Capital Improvement Plan. A summary of the Local Issuer's capital improvement plan.
Demographic, Economic and Supplemental Information. A summary of the Local Issuer's
demographic and economic characteristics such as population, income, employment, and public
school enrollment and infrastructure data as of the end of the preceding f~scal year. The Annual
Report should also include a description of material litigation pending against the Local Issuer.
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077826-00043-01 E-7
PROCEEDS AGREEMENT
Respecting the Custody, Investment, and
Disbursement of Proceeds of Local School
Bonds Purchased by the Virginia Public School
Authority with the Proceeds of Its $[ ]
School Financing Bonds (1997 Resolution)
Series 2004 B
SABW Draft
September 1, 2004
Dated November 10, 2004
Among
Virginia Public School Authority
Wachovia Bank, N.A.
PFM Asset Management LLC
and
Albemarle County
Amherst County
Augusta County
Buckingham County
Clarke County
Fauquier County
Fluvanna County
Franklin County
Frederick County
King William County
Loudoun County
Manassas Park City
Nottoway County
Patrick County
Pittsylvania County
Rappahannock County
Roanoke City
Shenandoah County
Smyth County
Stafford County
Table of Contents
Page
Section 1. Recitals ........................................................................................................................... 1
Section 2. Definitions ...................................................................................................................... 3
Section 3. Disposition of VPSA Bond Proceeds ............................................................................. 8
Section 4. Establishment of Accounts ............................................................................................. 9
Section 5. Disposition of Local School Bond Proceeds ................................................................ 10
Section 6. Investment of Principal Subaccount ............................................................................. 10
Section 7. Disbursements from Principal Subaccount .................................................................. 11
Section 8. Investment of Income Subaccount ............................................................................... 11
Section 9. Income Subaccount ...................................................................................................... 11
Section 10. Investment Losses ...................................................................................................... 14
Section 11. Rebate Computations .................................................................................................. 14
Section 12. Transfers to Income Subaccount .................... ; ........................................................... 15
Section 13. Disposition of Excess Proceeds .................................................................................. 16
Section 14. Rebate Payments and Penalty Payments .................................................................... 17
Section 15. Duties of VPSA .......................................................................................................... 18
Section 16. Duties of the Depository ............................................................................................. 18
Section 17. Duties of Local Units .................................................................................................. 19
Section 18. Responsibilities of the Investment Manager .............................................................. 20
Section 19. Costs ........................................................................................................................... 20
Section 20. Opinions of Counsel ................................................................................................... 20
Section 21. Amendment ................................................................................................................ 21
Section 22. Notices ........................................................................................................................ 21
Section 23. No Third Party Beneficiaries ...................................................................................... 22
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Section 24. Severability ................................................................................................................. 23
Section 25. No Personal Liability .................................................................................................. 23
Section 26. Applicable Law .......................................................................................................... 23
Section 27. Counterparts ............................................................................................................... 23
Section 28. Effective Date; Term .................................................................................................. 24
-ii-
PROCEEDS AGREEMENT
Respecting the Custody, Investment, and
Disbursement of Proceeds of Local School
Bonds Purchased by the Virginia Public School
Authority with the Proceeds of Its $[ ]
School Financing Bonds (1997 Resolution)
Series 2004 B
This PROCEEDS AGREEMENT, dated November 10, 2004 (this "Agreement"), is
among the Virginia Public School Authority, a public body corporate and instrumentality of
the Commonwealth of Virginia ("VPSA"), the [ ] (~) counties and [
(__) cities that are signatories to this Agreement (collectively, the "Local Units", and each a
"Local Unit"), Wachovia Bank, N.A., a banking institution organized under the laws of the
United States and having an office in Richmond, Virginia, and PFM Asset Management LLC,
a corporation organized under the laws of Delaware and having an office in Harrisburg,
Pennsylvania. All capitalized terms used herein shall have the meaning given to them in Section
2 hereof.
The parties hereto agree and covenant as follows:
Section 1. Recitals.
A. On or before October 1, 2004, VPSA and each &the Local Units entered into
a Bond Sale Agreement, pursuant to which VPSA agreed to purchase, and the Local Unit agreed
to sell its Local School Bonds.
B. On October 14, 2004, VPSA's Bonds were awarded at competitive bidding to
the Pumhaser. The Purchaser is obligated by the terms of its bid to pay the purchase price for the
VPSA's Bonds on the Closing Date. VPSA will apply certain of the proceeds of the sale of
VPSA's Bonds[, together with other available funds,] to the purchase of the Local School Bonds
on November 10, 2004, the Local School Bonds Closing Date. VPSA will also apply certain of
the proceeds of the sale of VPSA's Bonds[, together with other available funds,] to pay accrued
interest on and certain costs of issuance of the VPSA Bonds.
C. The Code imposes requirements on VPSA and the Local Units selling their
Local School Bonds to VPSA that must be met if interest on VPSA's Bonds and interest on the
Local School Bonds are to be excludable from gross income for federal income tax purposes,
including a requirement that in certain circumstances, certain investment income with respect to
the Local School Bonds, which income is deemed for federal income tax purposes to be
investment income of VPSA's Bonds, be subject to payment, or in lieu thereof certain payments
be made, to the United States Treasury.
D. VPSA has determined that in order to fulfill its representations respecting the
maintenance of the exclusion of the interest on VPSA's Bonds from gross income for federal
income tax purposes, VPSA must establish a mechanism to provide accountability for the
custody, investment and disbursement of the proceeds of VPSA's Bonds and the proceeds of the
Local School Bonds.
E. It is the purpose of this Agreement to enable VPSA (i) to fulfill the
representations mentioned in the preceding subsection; (ii) subject to the constraints of the Code
affecting the investment of the proceeds of tax-exempt obligations, to achieve the optimum,
practicable income by the professional management of the investment and reinvestment of the
proceeds of the Local School Bonds; (iii) to provide for the custody, investment and
disbursement of the proceeds of the Local School Bonds, and for the maintenance of appropriate
records thereof; (iv) to meet the rebate requirement imposed by Section 148(1) of the Code, in
part through the payment of either the Local Unit Rebate Requirement by each of the Local Units
or the Penalty if the Penalty Election has been made on behalf of a Local Unit; and (v) to provide
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for the allocation and payment of the costs associated with the establishment and maintenance of
this Agreement.
F. The purposes set forth in the preceding subsection E shall be accomplished
through SNAP. The proceeds of the Local School Bonds shall be invested in accordance with
the Information Statement.
Any statements of facts contained in these recitals pertaining to the sale of the
VPSA's Bonds and the application of such proceeds, other than the purchase of the Local School
Bonds, will not be deemed to be made by the Local Units except to the extent they have
knowledge of such facts.
Section 2. Definitions.
In addition to the words and terms elsewhere defined in this Proceeds Agreement
including the Exhibits attached hereto, the following words and terms shall have the following
meanings:
"Aggregate Local Units Rebate Requirement" shall be the amount calculated
pursuant to the Letter Agreement.
"Agreement" or "Proceeds Agreement" shall mean the Proceeds Agreement,
dated November 10, 2004, among the Authority, the Local Units, the Depository and the
Investment Manager.
"Authorized Representative" shall mean, as applied to VPSA, the Depository, the
Investment Manager and the Local Units, the person or each of the persons thereby designated,
from time to time, in accordance with and as listed on the page of this Agreement executed by
such party.
"Available Construction Proceeds" shall mean, as applied to each Local Unit, the
sum of (i) the amount initially deposited to the Principal Account of such Local Unit pursuant to
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Section 5 hereof, and (ii) the investment earnings thereon, reduced by the amount of issuance
costs financed by such Local Unit's Local School Bonds. In the event that the Local Unit has
made the Bifurcation Election on its signature page, "Available Construction Proceeds" shall
mean the sum of the amount set forth on the signature page as the portion of the issue used for
construction and the investment earnings thereon, reduced by the amount set forth on the
signature page as allocable to issuance expenses.
"Bifurcation Election", with respect to each issue of Local School Bonds, shall
mean the election made by the Local Unit to treat a portion of its Local School Bonds used for
construction as a separate issue pursuant to Section 148(f)(4)(C)(v) of the Code.
"Bond Sale Agreements" shall refer to the respective Bond Sale Agreements,
dated as of October 1, 2004, between VPSA and each Local Issuer.
"Capital Expenditure" shall mean any cost of a type that is properly chargeable to
a capital account (or would be so chargeable with a proper election) under general federal
income tax principles as determined at the time the expenditure is paid with respect to the
property.
"Capital Project" shall mean all Capital Expenditures, plus related working capital
expenditures to which the de minimis exception provided by Section 1.148-6(d)(3)(ii)(A) of the
Treasury Regulations to the proceeds-spent-last rule applies, that carry out the governmental
purpose of the Local School Bond issue.
"Closing Date" shall mean, with respect to VPSA Bonds, the date of delivery by
VPSA of such Bonds to the Pumhaser. The Closing Date is scheduled to be November 10, 2004.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Computation Date" shall mean each of the Installment Computation Dates and
the Final Computation Date.
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"Contract" shall mean the Contract respecting the Virginia State Non-Arbitrage
Program, between the Treasury Board of the Commonwealth of Virginia and the Investment
Manager, including the Depository Agreement appearing as Appendix A thereto.
"Depository" shall mean Wachovia Bank, N.A., a banking institution organized
under the laws of the United States of America and having an office in Richmond, Virginia and
its future successors and assigns under the Depository Agreement.
"Eighteen-Month Exception" shall mean the exception to the Rebate Requirement
provided by Treasury Regulation Section 1.148-7(d).
"Final Computation Date" shall mean the date the last bond that is part of the
issue of VPSA's Bonds is discharged.
"Gross Proceeds" shall have the meaning given to such term in the Letter
Agreement.
"Income Subaecount" shall mean the Income Subaccount established pursuant to
Section 4 of this Proceeds Agreement for each Local Unit and (ii) both Income Subaccounts
established pursuant to Section 4(b) of this Proceeds Agreement for the [ ] ~ Local
Units described therein.
"Income Subaccount Set Aside" shall have the meaning given to such term by
Section 9(b) of this Agreement.
"Individual Portfolio" shall have the meaning given to such term in the
Information Statement.
"Information Statement" shall mean the current Information Statement describing
SNAP, as the same may be supplemented and amended.
"Installment Computation Dates" shall mean November 10, 2009, and each fifth
(5th) anniversary date thereafter.
"Investment Manager" shall mean the investment manager of SNAP and its
successors and assigns, on the Closing Date being PFM Asset Management LLC, a corporation
organized under the laws of Delaware and having an office in Harrisburg, Pennsylvania.
"Investment Report" shall have the meaning given to such term in Part A of the
Letter Agreement.
"Letter Agreement" shall mean the Letter Agreement, dated the date hereof,
attached to this Agreement as Exhibit C.
"Local School Bonds" shall mean general obligation school bonds of a Local Unit
having the terms and provisions required by the Bond Sale Agreement.
"Local School Bonds Closing Date" shall mean the Closing Date, except as
otherwise provided on the page of this Agreement executed by a Local Unit; provided, however,
the Local School Bonds Closing Date with respect to an issue of Local School Bonds shall not be
deemed to have occurred until the related Local Unit shall have delivered the Local School
Bonds to VPSA and otherwise complied with the terms of its Bond Sale Agreement.
"Local Unit" or "Local Units" shall have the meaning accorded to such term by
the first paragraph of this Agreement.
"Local Unit Rebate Computation", with respect to each issue of Local School
Bonds, shall mean a Rebate Computation for each Local Unit made on each Computation Date
pursuant to Section 11 of this Proceeds Agreement.
"Local Unit's Rebate Requirement", with respect to each issue of Local School
Bonds, shall mean the amount payable to the United States Treasury calculated pursuant to the
Letter Agreement.
"Penalty" shall mean the amotmt that must be paid to the United States Treasury
pursuant to the Penalty Election.
"Penalty Election", with respect to each issue of Local School Bonds, shall mean
the election made by the Local Unit to pay a penalty in lieu of rebate pursuant to Section
148(f)(4)(C)(vii) of the Code.
"Principal Subaccount" shall mean the Principal Subaccount established pursuant
to Section 4(a) of this Proceeds Agreement for each Local Unit and (ii) both Principal
Subaccounts established pursuant to Section 4(b) of this Proceeds Agreement for the
[ ] (~) Local Units described therein.
"Proceeds Account" shall mean, with respect to each Local Unit, its account
established under Section 4 of this Proceeds Agreement.
"Purchaser" shall mean [. ], the bidder offering to pay the
lowest tree interest cost of the VPSA's Bonds and to which VPSA awarded the VPSA's Bonds at
a competitive sale.
"Rebate Calculation Agent" shall have the meaning given to such term in the
Letter Agreement.
"Rebate Computation" shall mean the computation, as of a Computation Date, of
the Local Unit Rebate Requirement to such Computation Date. The amount so computed may be
a positive or a negative number.
"Rebate Exceptions" shall mean the Spending Exceptions and the Small-Issuer
Exception, collectively.
"Rebate Report" shall mean the Local Unit Rebate Computations.
"Rebate Requirement" shall mean the rebate requirement imposed by Sections
148(f)(2) and (3) of the Code.
"Six-Month Exception" shall mean the exception to the Rebate Requirement
provided by Section 148(f)(4)(B) of the Code.
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"Small-Issuer Exception" shall mean the exception to the Rebate Requirement
provided by Section 148(f)(4)(D) of the Code.
"SNAP" shall mean the State Non-Arbitrage Program established pursuant to
Article 7.1, Chapter 14, Title 2.1, Code of Virginia, as amended.
"SNAP Documents" shall mean the Information Statement and the Contract.
"Spending Exceptions" shall mean the Six-Month Exception, the Eighteen-Month
Exception and the Two-Year Exception, collectively.
"Two-Year Exception" shall mean the exception to the Rebate Requirement
provided by Section 148(I3(4)(C) of the Code.
"VPSA" shall mean the Virginia Public School Authority, a public body corporate
and instrumentality of the Commonwealth of Virginia.
"VPSA's Bond Yield" shall mean the Yield on VPSA's Bonds as set forth in the
Letter Agreement. As provided in Treasury Regulation Section 1.148-4(a), the yield on each
issue of Local School Bonds of a Local Unit the interest On which is excluded from gross income
shall equal the VPSA's Bond Yield.
"VPSA's Bonds" shall mean the $[ ] aggregate principal amount of
VPSA's School Financing Bonds (1997 Resolution) Series 2004 B.
"Withdrawal Date" shall mean the date as of which an interim Rebate Calculation
is made pursuant to Section 9 of this Proceeds Agreement.
"Yield" shall have the meaning accorded to such term by the Letter Agreement.
Section 3. Disposition of VPSA Bond Proceeds.
A. Prior to the Closing Date, each Local Unit will complete and submit, to the
Investment Manager, the program registration form and the SNAP account registration form
annexed to the Information Statement.
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B. On the Closing Date, VPSA will transfer to the Depository for deposit in
SNAP, in immediately available funds, an amount equal to the aggregate purchase price of all of
the Local School Bonds ($[ ]).
C. Each Local Unit hereby agrees to adhere strictly to the prescribed and
reconm~ended procedures described in the Information Statement. Each Local Unit hereby
further agrees that it will not deviate fi.om or request an exception to such procedures without
first obtaining the prior written approval of VPSA. In the event of a conflict between the
provisions of this Agreement and the Information Statement, the provisions of this Agreement
shall control.
Section 4. Establishment of Accounts.
(a) Except as provided in Section 4(b) below, the Investment Manager will
establish on its books for each Local Unit one (1) account and two (2) subaccounts therein as
follows:
VPSA-(Name of Local Unit) Proceeds Account - Series 2004 B Issue
Principal Subaccount
Income Subaccount
(b) The Investment Manager shall establish on its books for each
[ ], within the one (1) Proceeds Account for each such Local Unit, two
(2) subaccounts therein, and two subaccounts within each such subaccount, as follows:
VPSA- (Name of Local Unit) Proceeds Account -Series 2004 B Issue
Non Subsidy Subaccount
Principal Subaccount
Income Subaccount
Subsidy Subaccount
Principal Subaccount
Income Subaccount
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The amounts in the Principal Subaccounts and Income Subaccounts of each of
these Local Units shall be combined for purposes of this Agreement. Requisitions from
[. .] shall specify the Subaccount from which moneys are being
requisitioned.
If a Local Unit has elected to treat a portion of its Local School Bonds issue used
for construction as a separate issue as set forth on its signature page, the Investment Manager
shall maintain such records as necessary to determine the portion of the Principal Subaccount
and Income Subaccount of such Local Unit allocable to the construction issue and the non-
construction issue.
Section 5. Disposition of Local School Bond Proceeds.
A. The Investment Manager shall allocate the proceeds of the Local School
Bonds on the Local School Bonds Closing Date(s) to the Local Unit(s), dollar for dollar, in
accordance with the respective purchase prices of their Local School Bonds set forth in
Exhibit A to this Agreement. There is no accrued interest on the Local School Bonds. Except as
provided in Section 5(B) - (H) below, the proceeds of VPSA's Bonds allocated to each Local
Unit shall be credited to the Principal Subaccount of the Local Unit in the amounts set forth in
Exhibit A with respect to the Subsidy Local School Bonds and/or the Non-Subsidy Local School
Bonds, as the case may be.
B. With respect to [ ]
Section 6. Investment of Principal Snbaccount.
The Investment Manager shall invest and reinvest moneys to the credit of the
Principal Subaccount of each Local Unit for the benefit of such Local Unit in accordance with
the provisions of the Information Statement and Section 18 of this Agreement. The Investment
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Manager shall credit to the Local Unit's Income Subaccount all income and profits from the
investment and reinvestment of moneys to the credit of its respective Principal Subaccount.
Section 7. Disbursements from Principal Subaccount.
Beginning on its Local School Bonds Closing Date, each Local Unit may at any
time withdraw all or any portion of the proceeds of its Local School Bonds credited to its
Principal Subaccount (including amounts transferred to the credit of the Principal Subaccount
from the Income Subaccount pursuant to Section 9), in accordance with the Information
Statement and, in the case of a reimbursement to the Local Unit, by filing with the Investment
Manager a requisition or requisitions therefor in the form of Exhibit B to this Agreement signed
by an Authorized Representative of the Local Unit. Notwithstanding anything to the contrary in
the Information Statement, the Investment Manager agrees that, in the case of a reimbursement
to the Local Unit, it shall not disburse any money from the Principal Subaccount unless and until
it has received such requisition from the Local Unit.
Section 8. Investment of Income Subaccount.
The Investment Manager shall invest and reinvest moneys to the credit of the
Income Subaccount of each Local Unit for the benefit of such Local Unit in accordance with the
provisions of the Information Statement and Section 18 of this Agreement. The Investment
Manager shall credit to the Local Unit's Income Subaccount all income and profits from the
investment and reinvestment of moneys to the credit thereof.
Section 9. Income Subaccount.
A. The Investment Manager will notify a Local Unit and VPSA when the balance
to the credit of the Principal Subaccount of such Local Unit shall have been reduced to zero ($0).
Such Local Unit may then withdraw from its Income Subaccount an amount not in excess of the
amount then to the credit of its Income Subaccount if the Local Unit qualifies for any one of the
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Rebate Exceptions or if such withdrawal is necessary to qualify for one of the Spending
Exceptions.
1. In order to qualify for the Small-Issuer Exception, the Local Unit must deliver
to VPSA and the Investment Manager no later than the end of calendar year 2004 (a) a
letter from, or opinion of, nationally recognized bond counsel that the Local School
Bonds of such Local Unit purchased by VPSA with the proceeds of the VPSA's Bonds
will be treated as meeting the requirements of Code Sections 148(I)(2) and (3), pursuant
to Code Section 148(1)(4)(D); and (b) the Local Unit's covenant that it shall provide for
the payment or reimburse VPSA for its payment of the Local Unit's Rebate Requirement
in the event that the Local School Bonds of such Local Unit fail to meet all of the
requirements of the Small Issuer Exception.
2. In order to determine if a Local Unit qualifies for either the Six-Month
Exception or the Eighteen-Month Exception, the Investment Manager shall advise each
Local Unit and VPSA of the amount that has been disbursed from the Principal
Subaccount and the Income Subaccount of such Local Unit (a) six (6) months from the
Local School Bonds Closing Date, (b) twelve (12) months from the Local School Bonds
Closing Date, and (c) eighteen (18) months from the Local School Bonds Closing Date.
To facilitate such determination, each Local Unit shall set forth on the signature page for
such Local Unit the amount of investment proceeds that such Local Unit reasonably
expects as of the Local School Bonds Closing Date to earn.
3. In order to determine ifa Local Unit qualifies for the Two-Year Exception, the
Investment Manager shall advise each Local Unit and VPSA, of the amount of Available
Construction Proceeds that has been disbursed from the Principal Subaccount and the
Income Subaccount of such Local Unit (a) six (6) months from the Local School Bonds
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Closing Date, (b) twelve (12) months from the Local School Bonds Closing Date, (c)
eighteen (18) months from the Local School Bonds Closing Date, and (d) twenty-four
(24) months from the Local School Bonds Closing Date. To facilitate such
determination, each Local Unit shall set forth on the signature page for such Local Unit
the amount of investment proceeds that such Local Unit reasonably expects as of the
Local School Bonds Closing Date to earn and the elections that it requests VPSA to make
on its behalf. Furthermore, such Local Unit shall set forth in a certificate delivered to
VPSA on the Local School Bonds Closing Date such facts and circumstances as
necessary to show that it reasonably expects to qualify for the Two-Year Exception.
4. The portion of the proceeds of the VPSA Bonds applied to purchase the
[ ] do not qualify for the Eighteen-Month Exception or Two-Year
Exception.
B. Except to the extent that a Penalty Election has been made on behalf of a
Local Unit, if the Local Unit fails to qualify for one of the Spending Exceptions, or is otherwise
subject to the Rebate Requirement, then prior to a withdrawal from its Income Subaccount and
upon receipt of such notification, the Local Unit shall promptly request, pursuant to the terms of
the Information Statement, an interim Rebate Computation with respect to such Local Unit or an
estimate of such Local Unit's Rebate Requirement for purposes of determining what amount, if
any, to the credit of the Income Subaccount may be subject to rebate. Any estimate of the Local
Unit's Rebate Requirement made by the Investment Manager shall also be provided to VPSA in
writing. Notwithstanding anything to the contrary in the Information Statement, no disbursement
will be made from the Income Subaccount until the aforementioned calculation shall have been
made. The amount to the credit of the Income Subaccount that may be subject to rebate is the
Income Subaccount Set Aside. On the Withdrawal Date, the Investment Manager shall (i)
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reserve, in the Income Subaccount, the mount of the "Income Subaccount Set Aside" until the
next Rebate Computation required by Section 11 shall have been made and (ii) credit the
remaining balance to the credit of the Income Subaccount to the credit of the Local Unit's
Principal Subaccount.
Section 10. Investment Losses.
The Investment Manager shall charge any loss realized from the investment or
reinvestment of moneys to the credit of the Income Subaccount and the Principal Subaccount of
a Local Unit as follows:
1. losses on moneys to the credit of the Principal Subaccount shall be charged
thereto; and
2. losses on moneys to the credit of the Income Subaccount shall be charged first
to the Principal Subaccount and then to the Income Subaccount.
Section 11. Rebate Computations.
On or before each Computation Date, VPSA will prepare, or cause to be prepared,
in accordance with the provisions of the Letter Agreement the Local Unit Rebate Computations.
The Local Unit Rebate Computation for each Local Unit shall be made on the basis of the
Investment Reports maintained by the Investment Manager for each Proceeds Account. With
respect to the amount on deposit in the [_ ] Transferred Proceeds
Account, such amount will be taken ihto account for purposes of the Local Unit Rebate
Computation for [ ] County, only if the [ ] Note
does not qualify for one of the Spending Exceptions or if the [ ] Note
fails to meet all of the requirements of the Small Issuer Exception.
As set forth in the Letter Agreement, the Local Unit Rebate Requirement shall be
calculated separately for each Local Unit. If it is determined, however, that the Local Unit
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Rebate Requirement is required to be calculated in the aggregate, the Local Unit Rebate
Requirement for each Local Unit shall be equal to a percentage of the Aggregate Local Units
Rebate Requirement determined by multiplying the Aggregate Local Units Rebate Requirement
by a fraction, the numerator of which is the positive Local Unit Rebate Requirement calculated
separately and the denominator of which is the sum of all of the positive Local Unit Rebate
Requirements calculated separately.
If any provision of this Agreement shall become inconsistent with any regulation
or regulations promulgated under Section 148(0 of the Code subsequent to the date hereof,
VPSA hereby agrees and covenants to prepare, or cause to be prepared, as soon as practicable, a
Local Unit Rebate Computation for each Local Unit, in compliance with such regulation or
regulations, and VPSA, the Investment Manager and each of the Local Units hereby further
agree and covenant immediately to make any and all transfers and payments required by Sections
12 and 14 of this Agreement from any moneys on deposit in the Income Subaccount and any
other moneys of the Local Unit legally available for such purpose.
Section 12. Transfers to Income Subaccount.
Upon receipt by a Local Unit of the Rebate Report from VPSA, if the amount on
deposit in the Local Unit's Income Subaccount (including the Income Subaccount Set Aside) is
less than the Local Unit Rebate Requirement of such Local Unit, the Investment Manager shall
promptly charge the Principal Subaccotmt of such Local Unit an amount equal to the deficiency
and credit its Income Subaccount such amount.
To the extent that the amount on deposit in the Principal Subaccount is
insufficient to remedy the deficiency, the Investment Manager shall advise VPSA and such Local
Unit of the amount of the remaining deficiency, and, to the extent permitted by law, the Local
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Unit agrees to transfer promptly to the Depository, from any funds that are or may be made
legally available for such purpose, the amount equal the remaining deficiency.
To the extent that the amount on deposit in the Income Subaccount exceeds the
Local Unit Rebate Requirement for the Local Unit, such excess shall be transferred to the
Principal Subaccount of the Local Unit.
Section 13. Disposition of Excess Proceeds.
A. When a Local Unit shall certify to VPSA and the Investment Manager that
there are balances to the credit of the Local Unit's Principal Subaccount or Income Subaccount
that will not be used for Capital Projects prior to November 10, 2007, such amount shall be
retained in the Proceeds Account and, to the extent such amount is not required to be deposited
to the Income Subaccount pursuant to Section 12, VPSA will, except as provided in the last
sentence of this Section 13A, direct the Depository to apply such amount to redeem such Local
Unit's Local School Bonds on the earliest possible date that such Bonds may be called without a
penalty or premium. Notwithstanding the foregoing, when a Local Unit shall certify to VPSA
and the Investment Manager that it has made an election under Section 148(f)(4)(C)(viii) or (ix)
of the Code to terminate the Penalty Election, and that, pursuant to Code Section
148(f)(4)(C)(viii)(III) of such termination election, such Local Unit indicates the amount of
Available Construction Proceeds to be applied to the redemption of its Local School Bonds and
the date of such redemption, VPSA will direct the Investment Manager and the Depository to
apply such amount toward the redemption of such Local Unit's Local School Bonds on the date
indicated.
B. In the event that there are any balances remaining on deposit in either the
Principal Subaccount or Income Subaccount of any Local Unit on November 10, 2007, such
amounts will be invested by the Investment Manager in an Individual Portfolio at a Yield not in
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excess of the VPSA's Bond Yield or in tax-exempt obligations. With respect to the
[ ] Transferred Proceeds Account, in the event that there are any
balances remaining on deposit in such account on [ ], such amounts will
be invested by the Investment Manager in an Individual Portfolio for [ ]
County at a Yield not in excess of the VPSA's Bond Yield or in tax exempt investments.
Section 14. Rebate Payments and Penalty Payments.
A. The Local Unit Rebate Requirement of each Local Unit shall be paid to the
United States Treasury at the direction of VPSA on behalf of and for the accounts of the Local
Unit and VPSA in accordance with the Letter Agreement.
B. The payment of the Local Unit Rebate Requirement of each Local Unit shall
be in partial satisfaction with respect to the VPSA's Bonds, and total satisfaction with respect to
the proceeds of the Local School Bonds on deposit in the Proceeds Account, of the requirements
of Section 148(f) of the Code except to the extent that such issue of Local School Bonds may be
treated as a composite issue under Treasury Regulation §1.150-1(c) with another issue of
obligations.
C. Notwithstanding anything to the contrary herein, if VPSA has made the
Penalty Election on behalf of a Local Unit and if such Local Unit fails to qualify for one of the
Spending Exceptions, then, prior to any further disbursements from the Principal Subaccount or
Income Subaccount, the Local Unit shall promptly request, pursuant to the terms of the
Information Statement, a computation of the amount of the Penalty that must be paid to the
United States Treasury pursuant to the Penalty Election.
If the amount on deposit in the Local Unit's Income Subaccount and Principal
Subaccount is less than the amount of the Penalty due by such Local Unit, the Investment
Manager shall advise VPSA and such Local Unit of the amount of the deficiency, and to the
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extent permitted by law, the Local Unit agrees to transfer promptly to the Depository, from any
funds that are or may be made legally available for such purpose, the amount of the deficiency.
The Penalty of each Local Unit shall be paid to the United States Treasury at the direction of
VPSA on behalf of and for the accounts of the Local Units no later than ninety (90) days after
the end of the spending period to which the Penalty relates.
Section 15. Duties of VPSA.
VPSA shall carry out its duties and responsibilities under this Agreement and may
retain agents, independent contractors and others that it deems qualified to carry out any or all of
such duties and responsibilities.
VPSA shall carry out, or cause to be carded out, all of its responsibilities under
the Letter Agreement.
VPSA shall retain a copy of all Rebate Computations for at least six (6) years
after the retirement of the last of VPSA's Bonds.
VPSA agrees that, except as provided in this Agreement, any rebate liability that
VPSA may have on account of the investment and reinvestment of the Gross Proceeds of
VPSA's bonds, including, by way of example and not of limitation, any rebate liability as a
result of the investment of money credited to funds and accounts created under its bond
resolutions or as a result of the advance refunding of its bonds, shall be the sole responsibility of
VPSA and not any Local Unit.
Section 16. Duties of the Depository.
The Depository shall carry out its duties and responsibilities under the SNAP
Documents and this Agreement.
-18-
Section 17. Duties of Local Units.
A. Thc Local Units will cooperate with VPSA, the Investment Manager and thc
Depository in order to ensure that the purposes of this Agreement are fulfilled. To that end, each
Local Unit covenants and agrees that it will take any and all action and refrain from taking any
and all action, as recommended by its bond counsel, to maintain the exclusion from gross income
for federal income tax purposes of interest on its Local School Bonds to the same extent such
interest was so excludable on the Closing Date.
B. If a Local Unit is required to restrict the Yield on its investments, in order to
comply with such covenant or to maintain thc exclusion from gross income for federal income
tax purposes of the interest on VPSA's Bonds, it shall timely notify the Investment Manager to
restrict such Yield to the VPSA's Bond Yield. Each Local Unit agrees not to charge its general
fund or otherwise set aside or earmark funds with which to pay debt service on its Local School
Bonds (other than as a budget item) prior to the date of payment thereof to VPSA.
C. Each Local Unit agrees to provide for the payment of its Local Unit Rebate
Requirement and/or Penalty and acknowledges that the payment of its Local Unit Rebate
Requirement and/or Penalty is necessary to maintain the exclusion from gross income for federal
income tax purposes of interest on its Local School Bonds as well as the VPSA's Bonds. Each
Local Unit agrees to complete and to provide to VPSA such forms as VPSA may request for
filing in connection with the payment of the Local Unit Rebate Requirement and/or Penalty.
D. Each Local Unit hereby covenants and represents that neither the Local Unit
nor any related party, as defined in Section 1.150-1(b) of the Treasury Regulations, to such Local
Unit, pursuant to any arrangement, formal or informal, will purchase the VPSA's Bonds in an
amount related to the amount of Local School Bonds to be acquired from such Local Unit by
VPSA.
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Section 18. Responsibilities of the Investment Manager.
The Investment Manager shall be the agent of, and serve at the expense of, thc
Local Units, to manage and direct the temporary investment and reinvestment of all moneys to
the credit of the Proceeds Accounts pending their disbursement to the Local Units and to make
such computations as required by this Agreement.
In general, the duties of the Investment Manager shall include those described in
the SNAP Documents.
In particular, the Investment Manager will direct thc investment and reinvestment
of moneys to thc credit of the Subaccounts of each Local Unit in accordance with the
Information Statement, the Contract and this Agreement.
Section 19. Costs.
Costs of SNAP are payable as provided in the Information Statement. The
difference in the interest rates between VPSA's Bonds and the Local School Bonds shall be
collected and retained by VPSA as partial payment of the administrative costs incurred by VPSA
in councction with issuing, carrying, and repaying VPSA's Bonds, and the underwriting
discount, if any, and the cost of purchasing, carrying, and selling or redeeming the Local School
Bonds. VPSA will not charge any other fee to the Local Units for its services or seek
reimbursement for its fees and expenses, including counsel fees, incurred in connection with the
discharge of its duties and responsibilities under this Agreement.
Section 20. Opinions of Counsel.
On the Closing Date, VPSA and each Local Unit shall furnish an opinion of
counsel addressed, in the case of counsel to VPSA, to all thc Local Units, and in the case of
counsel to the Local Units, to VPSA, to the effect that the obligations of its client under this
Agreement are valid, binding and enforceable against such client in accordance with its terms.
-20-
Section 21. Amendment.
This Agreement may be amended only with the consent of all the affected parties;
provided, however, that this Agreement shall be amended whenever, in the judgment of VPSA,
based on an opinion of its counsel, such amendment is required in order to insure that interest on
VPSA's Bonds shall remain excludable fi.om gross income for federal income tax purposes to the
same extent it was, in the opinion of such counsel, so excludable on the Closing Date. VPSA
shall offer to amend this Agreement whenever it shall in good faith determine, based on an
opinion of its counsel, that any one or more of the restrictions or requirements imposed by this
Agreement upon the Local Units, or any of them, may be removed or modified without adversely
affecting the exclusion of interest on VPSA's Bonds from gross income for federal income tax
purposes.
Section 22. Notices.
Whenever notice is to be given pursuant to the provisions of this Agreement, such
notice shall be deemed to have been satisfactorily given on the same day if hand delivered or
telecopied during regular business hours or three (3) days after the date of postmark if mailed,
first class mail, postage prepaid, as follows:
If to VPSA, to
byh~d
by mail
by telecopier
in any case
If to the Depository, to
Virginia Public School Authority
c/o State Treasurer
3rd Floor, James Monroe Building
101 North 14th Street
Richmond, Virginia 23219
Post Office Box 1879
Richmond, Virginia 23218-1879
(804) 225-3187
Attention: Public Finance Manager
Wachovia Bank, N.A.
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By hand
By mail
By telecopier
In any case
If to the Investment Manager, to
By hand
By mail
By telecopier
In any case
1021 East Cary Street
Richmond, Virginia 23219
Post Office Box 27602
Richmond, Virginia 23261
(804) 697-7370
Attention: Richard H. Grattan
Senior Vice President
PFM Asset Management LLC
One Keystone Plaza, Suite 300
N. Front & Market Streets
Harrisburg, PA 17101
One Keystone Plaza, Suite 300
N. Front & Market Streets
Harrisburg, PA 17101
(717) 233-6073
Attention: Barbara L. Fava
Managing Director
If to a Local Unit, to the address or telecopier number indicated on the page of
this Agreement executed by such Local Unit.
Any such address or number may be changed by written notice given to all the
other parties to this Agreement and the Investment Manager, except that a Local Unit need give
such notice only to VPSA, the Depository and the Investment Manager.
Section 23. No Third Party Beneficiaries.
Except as herein otherwise expressly provided, nothing in this Agreement
expressed or implied is intended or shall be construed to confer upon any person, firm or
corporation other than the parties hereto any right, remedy or claim, legal or equitable, under or
by reason of this Agreement or any provision hereof, this Agreement and all its provisions being
intended to be and being for the sole and exclusive benefit of the parties hereto.
-22-
Section 24. Severability.
In case any one or more of the provisions of this Agreement shall for any reason
be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of
this Agreement and this Agreement shall be construed and enforced as if such illegal or invalid
provision had not been contained herein. In case any covenant, stipulation, obligation or
agreement contained in this Agreement shall for any reason be held to be in violation of law,
then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant,
stipulation, obligation or agreement of the affected party to the full extent permitted by law.
Section 25. No Personal Liability.
All covenants, stipulations, obligations and agreements of VPSA contained in this
Agreement shall be deemed to be covenants, stipulations, obligations and agreements of VPSA
to the full extent authorized by the laws and permitted by the Constitution of Virginia. No
covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future member, employee or agent of
VPSA or any Local Unit in his individual capacity. No commissioner, officer, employee or
agent of VPSA or any Local Unit shall incur any personal liability in acting or proceeding or in
not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this
Agreement and the applicable laws of the Commonwealth of Virginia.
Section 26. Applicable Law.
This Agreement is executed with the intent that the laws of the Commonwealth of
Virginia shall govern its construction.
Section 27. Counterparts.
This Agreement may be executed in one or more counterparts.
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Section 28. Effective Date; Term.
This Agreement shall take effect on the Closing Date and shall expire on the date
on which VPSA shall make the final rebate payment required by Part D of the Letter Agreement.
Virginia Public School Authority
By:
Name: Richard A. Davis
Title: Assistant Secretary and
Assistant Treasurer
Wachovia Bank, N.A.
By:
Name: Richard H. Grattan
Title: Senior Vice President
PFM Asset Management LLC
By:
Name: Barbara L. Fava
Title: Managing Director
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NAME OF ISSUER:
Page 1 of 2
A. Address for notices, by hand, by mail and by telecopier, if any, as referred to in Section
22 above:
B. Authorized Representative(s):
Name
Title
Specimen Signature
C. Local School Bonds Closing Date (if not November 10, 2004, enter Date of Issue of
Local School Bonds):
D. Is the Small Issuer Exception applicable to this Issuer? (If yes, an opinion of Bond
Counsel and Issuer's covenant is required as per Section 9 herein).
Yes No
E. Eighteen Month Exception Estimated Investment Earnings for purposes of the
Eighteen-Month Exception: $
If any proceeds are used to refund prior debt, please indicate:
(a) proceeds used to refund prior debt: $
(b) issuance expense allocable to the refunding portion of the issue:
$
NAME OF ISSUER:
Page 2 of 2
F. Elections with respect to Two-Year Exception:
1. Election to usc actual facts in lieu of reasonable expectations for purposes of the Two-Year
Exception:
Yes No
2. Estimated Investment Earnings: $
3. If any proceeds are used to refund prior debt, please indicate:
(a) proceeds used to refund prior debt: $
(b) issuance expenses allocable to the refunding portion of thc issue:
$
4. Bifurcation Election to treat the portion of the issue used for construction as a separate issue:
Yes No
If yes, state the portion of the issue used for construction and non-construction, respectively; (the
sum of the following amounts must equal the issue price of $
reduced by any portion used for refunding purposes):
(a) portion of the issue used for construction: $
(b) issuance expenses allocable to the construction portion of the issue: $
(c) portion of the issue used for non-construction: $
(d) issuance expenses allocable to thc non-construction portion of the issue: $
5. Penalty Election to pay One and One-Half Percent Penalty in lieu of rebate:
Yes No
By:
Name:
Title:
City/County
Exhibit A
Page 1 of 2
LOCAL SCHOOL BONDS- NON-SUBSIDY
Local Unit
Principal Amount of Bonds
Purchase Price
TOTAL:
A-I
Exhibit A
Page 2 o£2
Local Unit
LOCAL SCHOOL BONDS- SUBSIDY
Principal Amount of Bonds
Purchase Price
Total:
A-2
Exhibit B
[No requisition is required in conjunction with a check payable
to a vendor in respect of an invoice due and payable.]
FORM OF REQUISITION FOR REIMBURSEMENT BY
PRE-AUTHORIZED WIRE
[To be used for REIMBURSEMENT to a Local Unit from Local
School Bond proceeds for an invoice or obligation that has been
paid and is eligible for payment from Local School Bond
proceeds.]
PFM Asset Management LLC
One Keystone Plaza, Suite 300
N. Front & Market Streets
Harrisburg, PA 17101
VIRGINIA PUBLIC SCHOOL AUTHORITY [Name of Local Unit]
BOND PROCEEDS ACCOUNT - SERIES 2004 B ISSUE
Requisition from the Principal Subaccount
Requisition No. __
("item number")
This requisition for payment from the Principal Subaccount of the Proceeds Account is
submitted in accordance with the provisions of the Proceeds Agreement dated November 10,
2004, among the Virginia Public School Authority ("VPSA"), the undersigned (the "Local
Unit") and the other units of local government signatory thereto, PFM Asset Management LLC,
as Investment Manager and Wachovia Bank, N.A., as Depository. You are hereby notified that
you are authorized and directed by the Local Unit to pay the following obligation from the
Principal Subaccount:
1. The item number of such payment: __
2. The amount[s] to be paid: $
3. Purpose by general classification for which such obligation was incurred:
B-1
4. The date(s) the expenditure(s) was/were made:
To reimburse the Local Unit for costs of the
through ,20_ as follows:
__ School paid by the Local Unit
Dated
5. A copy of each supporting [invoice, work order, statement] for which
reimbursement is to be made is attached hereto.
6. The obligation[s] in the stated amount[s] have been paid, and each item
thereof is a proper charge against the proceeds of the Local Unit's Proceeds Account
and has not been the subject of a previous withdrawal from the Proceeds Accotmt.
7. All of which is hereby certified.
[Name of Local Unit]
By:
Authorized Local Unit
Representative
B-2
Exhibit C
Virginia Public School Authority
101 North 14th Street
Richmond, Virginia 23219
LETTER AGREEMENT
November 10, 2004
Re: Custody, Investment, and
Disbursement of Proceeds of Local School
Bonds Purchased by the Virginia Public School
Authority with the Proceeds of Its $[ I
School Financing Bonds (1997 Resolution)
Series 2004 B
This LETTER AGREEMENT, dated the date shown above (this "Letter Agreement"),
is between the Authority and the Investment Manager. All capitalized terms used herein shall
have the meaning given to them in Part E of this Letter Agreement or in Section 2 of the
Proceeds Agreement to which this Letter Agreement is attached as Exhibit C.
With respect to the VPSA's Bonds, the Code requires that an amount equal to the
VPSA's Rebate Requirement be paid to the United States Treasury. With respect to each issue
of Local School Bonds, the Code requires that an amount equal to the Local Unit's Rebate
Requirement be paid to the United States Treasury. Accordingly, VPSA hereby directs the
Investment Manager, as provided below, to assist VPSA and each Local Unit to comply with the
VPSA's Rebate Requirement and the respective Local Unit's Rebate Requirement.
To enable VPSA and the Local Units to fulfill their respective obligations under the
Proceeds Agreement and to make such payments, and to enable the Investment Manager to fulfill
its obligations under this Letter Agreement, the Investment Manager will prepare, on or before
December 1, 2005 and each December 1 thereafter, the Investment Reports for VPSA as of the
preceding November 10 and each Local Unit as of the preceding November 10. On the basis of
such Investment Reports, VPSA shall cause the Rebate Calculation Agent to prepare the Local
Unit Rebate Computation setting forth the Local Unit Rebate Requirement as of each
Computation Date for each Local Unit with respect to its issue of Local School Bonds as
described in paragraph 3 of Part B hereto. In addition, the Investment Manager will, based on
the Rebate Report, transfer, within thirty (30) days after the Computation Date of each Local
Unit, from its Principal Subaccount, if necessary, to its Income Subaccount, the amount required
so that the amount to the credit of the Income Subaccount of each Local Unit shall equal its
Local Unit Rebate Requirement.
A. Investment Report
With respect to all Nonpurpose Investments acquired during the term of this Letter
Agreement with Gross Proceeds of each issue of Local School Bonds, the Investment Manager
shall maintain separate Investment Reports for each issue of Local School Bonds.
C-1
The Investment Report for each Local Unit shall reflect the investments made with
respect to its Proceeds Account.
B. Rebate Computation on Local School Bonds
VPSA shall compute each Local Unit's Rebate Requirement with respect to its issue of
Local School Bonds in accordance with the procedure described below:
1. As of each Computation Date, VPSA shall cause the Rebate Calculation Agent to
determine the Future Value of all nonpurpose payments made with respect to the Nonpurpose
Investments purchased with or allocated to the Gross Proceeds of the Local School Bonds, as
well as any rebate payments made, to such Computation Date in accordance with the
requirements of the Treasury Regulations. Unless VPSA shall otherwise direct, transaction costs
incurred in acquiring, carrying, selling or redeeming such obligations, shall be accounted for as
provided in the Information Statement.
2. As of each Computation Date, VPSA shall cause the Rebate Calculation Agent to
determine the Future Value of all nonpurpose receipts received with respect to the Nonpurpose
Investments purchased with or allocated to the Gross Proceeds of the Local School Bonds, as
well as any rebate payments recovered, to such Computation Date in accordance with the
requirements of the Treasury Regulations.
3. As of each Computation Date, VPSA shall subtract the amount computed
pursuant to paragraph 1 from the amount computed pursuant to paragraph 2. Such amount shall
be the "Local Unit Rebate Requirement" as of the Computation Date.
4. Each of the Local Units has covenanted in Section 17 of the Proceeds Agreement
not to charge its general fund or otherwise set aside or earmark funds with which to pay debt
service on its Local School Bonds (other than as a budget item) prior to the date of payment
thereof to VPSA.
5. Except as provided in Section 9(A)(4) of the Proceeds Agreement, the Local Unit
Rebate Requirement may be treated as being met and no rebate computation shall be required
with respect to the proceeds of the VPSA's Bonds applied to purchase such Local Unit's Local
School Bonds if the VPSA receives the opinions and covenants or certification described in
Section 9A of the Proceeds Agreement that a Local Unit meets the requirements of the (a) Six-
Month Exception, (b) Eighteen-Month Exception, (e) Small Issuer Exception, or (d) Two-Year
Exception, subject to the provisions described below.
(a) Six-Month Exception. Notwithstanding the fact that all of the Gross Proceeds
of the Local School Bonds are spent within six (6) months of the date of issue and no
other Gross Proceeds of the Local School Bonds are anticipated for the remainder of the
term of the issue, if Gross Proceeds of the Local School Bonds become available after the
end of the initial six-month period, the Local Unit Rebate Requirement shall be computed
with respect to such Gross Proceeds in accordance with the procedure described above.
(b) Eighteen-Month Exception. Notwithstanding the fact that all of the Gross
Proceeds of the Local School Bonds are spent within eighteen (18) months of the date of
C-2
issue and no other Gross Proceeds of the Local School Bonds are anticipated for the
remainder of the term of the issue, if Gross Proceeds of the Local School Bonds become
available after the end of the initial eighteen-month period, the Local Unit Rebate
Requirement shall be computed with respect to such Gross Proceeds in accordance with
the procedure described above.
(c) Small Issuer Exception. If a Local Unit delivers to VPSA no later than the
end of calendar year 2004 (i) the opinion of nationally recognized bond counsel that the
Local School Bonds of such Local Unit purchased by VPSA with the proceeds of the
VPSA's Bonds will be treated as meeting the requirements of Code Sections 148 (f)(2)
and (3) pursuant to Code Section 148 (f)(4)(D) and (ii) the Local Unit's covenant that it
shall provide for the payment of or reimburse VPSA for its payment of the Local Unit
Rebate Requirement in the event that the Local School Bonds of such Local Unit fail to
meet all the requirements of the Small Issuer Exception, then no rebate computation shall
be made with respect to the proceeds of VPSA's Bonds applied to purchase such Local
School Bonds. Although the Local School Bonds of a Local Unit may qualify for the
Small Issuer Exception, custody, investment and disbursement of the proceeds of the
VPSA's Bonds applied to the purchase of the Local Unit's Local School Bonds shall
continue under the Proceeds Agreement, and the Investment Manager shall continue to
provide an Investment Report for such Local Unit.
Notwithstanding the foregoing, the [ ] Bonds and the refunding
portions of the [ ] do not qualify for the Eighteen Month Exception or
the Two Year Exception. Furthermore, with respect to the amount on deposit in the
[ ] Transferred Proceeds Account, such amount will be taken into
account for purposes of computing the Local Unit Rebate Requirement for
[ ], but only if the [ ] does not qualify for one of
the Spending Exceptions or if the [ ] Note fails to meet all of the
requirements of the Small Issuer Exception.
6. In addition to the foregoing, no rebate computation shall be required with respect
to the proceeds of the VPSA's Bonds applied to purchase a Local Unit's Local School Bonds ifa
Penalty Election has been made on behalf of the Local Unit with respect to such Local School
Bonds.
C. Aggregate Rebate Computation on Local School Bonds
In the event that the Treasury Regulations require that the Local Units' Rebate
Requirements be calculated in the aggregate, VPSA shall compute the Aggregate Local Units'
Rebate Requirement in accordance with the procedure set forth below.
1. As of each Computation Date, VPSA shall cause the Rebate Calculation Agent to
determine the Future Value of all nonpurpose payments made with respect to the Nonpurpose
Investments purchased with or allocated to the Gross Proceeds of all of the Local School Bonds
in the aggregate (except those qualifying for one of the Rebate Exceptions or those that have
made the Penalty Election), as well as any rebate payments made, to such Computation Date in
accordance with the requirements of the Treasury Regulations.
C-3
2. As of each Computation Date, VPSA shall cause the Rebate Calculation Agent to
determine the Future Value of all nonpurpose receipts received with respect to the Nonpurpose
Investments purchased with or allocated to the Gross Proceeds of all of the Local School Bonds
in the aggregate (except those qualifying for one of the Rebate Exceptions or those that have
made the Penalty Election), as well as any rebate receipts recovered, to such Computation Date
in accordance with the requirements of the Treasury Regulations.
3. As of each Computation Date, VPSA shall subtract the amount computed
pursuant to paragraph 1 from the amount computed pursuant to paragraph 2. Such amount shall
be the "Aggregate Local Units' Rebate Requirement" as of the Computation Date.
D. Rebate Payment
1. Upon the calculation of the Local Unit Rebate Requirement for each Local Unit,
VPSA shall notify the Investment Manager thereof. The Investment Manager shall promptly
charge the Principal Subaccount of a Local Unit to the extent the amount on deposit to the credit
of its Income Subaccount is less than its Local Unit Rebate Requirement and credit its Income
Subaccount with an amount such that the balance to the credit of the Income Subaccount is equal
to such Local Unit Rebate Requirement (taking into account prior amounts credited to the
Income Subaccount including investment income thereon). To the extent that the amount on
deposit in the Principal Subaccount is insufficient to provide for a deposit to the Income
Subaccount such that the balance in the Income Subaccount is equal to the Local Unit Rebate
Requirement for the Local Unit, the Investment Manager shall advise VPSA and such Local Unit
of the amount of the deficiency so that the Local Unit may promptly transfer to the Depository
the amount required pursuant to Section 12 of the Proceeds Agreement.
2. In addition to the computation of the Local Units' Rebate Requirement, VPSA
shall calculate its Rebate Requirement with respect to Nonpurpose Investments that were
acquired with the Gross Proceeds of the VPSA's Bonds in accordance with the procedures set
forth in the Tax Certificate executed by VPSA in connection with the issuance of the VPSA's
Bonds.
3. The Local Unit Rebate Requirement for each Local Unit, if a positive number,
shall be paid at the direction of VPSA to the United States in installments. Each payment shall
be made not later than sixty (60) days after each Computation Date. Each payment must be in an
amount not less than the total of ninety pement (90%) of the Local Unit Rebate Requirement for
each Local Unit as of each Installment Computation Date. All of the Local Unit Rebate
Requirement must be paid to the United States within sixty (60) days after the Final Computation
Date. Payment shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 and be
accompanied by Form 8038-T. VPSA shall make such payment as required. Investment Reports
and records of the determinations made hereunder shall be retained by the Investment Manager
and by VPSA, respectively, until six (6) years after the retirement of the last of VPSA's Bonds.
E. Definitions
C-4
In addition to the words and terms defined in the Proceeds Agreement to which this
Letter Agreement is attached as Exhibit C, the following words and terms shall have the
following meanings:
"Bond Resolution" shall mean the resolution of the Authority adopted on October 23,
1997, as amended and restated on October 5, 1998, and as supplemented.
"Fair Market Price" shall mean the purchase price and disposition price of a Nonpurpose
Investment. Any Nonpurpose Investment purchased must be purchased at the Fair Market Price.
An investment that is not of a type traded on an established market, within the meaning of
Section 1273 of the Code, is rebuttably presumed to be acquired or disposed of at a price that is
not equal to its fair market value. Accordingly, a premium may not be paid to adjust the yield on
an investment, a lower interest rate than is usually paid may not adjust the yield on an investment
and no transaction may result in a smaller profit or larger loss than would have resulted if the
transaction had been at arm's-length and had the yield with respect to the Bonds not been
relevant to either party. Pursuant to Treasury Regulation Section 1.148-5(d), the following are
safe harbors for establishing the Fair Market Price of certificates of deposit and guaranteed
investment contracts:
(i) Certificate of Deposit. A certificate of deposit with a fixed interest rate,
fixed payment schedule and a substantial penalty for early withdrawal will be deemed
purchased for fair market value if the yield on the certificate of deposit is not less than (i)
the yield on reasonably comparable direct obligations of the United States and (ii) the
highest yield published or posted by the provider to be currently available from the
provider on reasonably comparable certificates offered to the public. See Section 1.148-
5(d)(6)(ii) of the Treasury Regulations.
(ii) Investment Agreement. Investments pursuant to a guaranteed investment
contract will be regarded as being made at fair market value if
(a) A bona fide solicitation for a guaranteed investment contract is
made that satisfies all of the following requirements: (A) the bid specifications
are in writing and are timely forwarded to potential providers, 03) the hid
specifications include all material terms that may directly or indirectly affect the
yield or the cost of the guaranteed investment contract, (C) the bid specifications
include a statement notifying potential providers that submission of a bid is a
representation that the potential provider did not consult with any other potential
provider about its bid, that the bid was determined without regard to any other
formal or informal agreement that the potential provider has with the Issuer or any
other person (whether or not in connection with the issuance of the Bonds), and
that the bid is not being submitted solely as a courtesy to the Issuer or any other
person for purposes of satisfying the requirements contained in Section 1.148-
5(d)(6)(iii)(B)(1) or (2) of the Treasury Regulations, (D) the terms of the bid
specifications are commercially reasonable in that there is a legitimate business
purpose for each term other than to increase the purchase price or reduce the yield
of the guaranteed investment contracts, (E) the terms of the solicitation take into
account the reasonably expected deposit and drawdown schedule for the amounts
C-5
to be invested, (F) all potential providers have an equal opportunity to bid and no
potential provider is given the opportunity to review other bids (i.e., a "last look")
before providing a bid, (G) in those cases where the Issuer engages a bidding
agent to conduct the bidding, such agent did not bid to provide the investment,
and (H) at least three reasonably competitive providers are solicited for bids. A
"reasonably competitive provider" is a provider that has an established industry
reputation as a competitive provider of investments of the same type as such
guaranteed investment contract;
(b) At least three bona fide bids on the guaranteed investment contract
are received from providers that have no material financial interest in the Bonds.
The following are deemed to have a material financial interest in the Bonds: (A)
the lead pumhaser in a negotiated underwriting transaction until 15 days after the
issue date of the issue, (B) any entity acting as a financial advisor with respect to
the purchase of the guaranteed investment contract at the time the bid
specifications are forwarded to potential providers, and (C) a provider that is a
related party to a provider that has a material financial interest in the execution
and delivery of the Bonds;
(c) At least one of the three bids received is from a reasonably
competitive provider, as described above;
(d) The winning bidder provides a certificate that (A) lists the
recipients, amounts and purposes of any brokerage fee, placement fee,
commission or administrative costs that it is paying (or expects to pay) to third
parties in connection with supplying the guaranteed investment contract, (B)
states that the yield on the guaranteed investment contract is not less than the
yield available from the provider on reasonably comparable guaranteed
investment contracts offered to other persons from sources of funds other than
gross proceeds of tax-exempt obligations, and (C) in those agreements wherein
the Issuer deposits amounts (other than amounts deposited in debt service funds or
reasonably required reserve or replacement funds) states that the Issuer's draw-
down schedule was a significant factor in determining the terms of the guaranteed
investment contract;
(e) The highest yielding guaranteed investment contract for which a
bona fide bid was made is purchased (determined net of broker's fees, if any); and
(f) The following records are retained with the bond documents until
three years afier the last outstanding Bond is redeemed: (A) a copy of the
guaranteed investment contract, (B) the receipt or other record amount actually
paid for the guaranteed investment contract, including a record of any
administrative costs paid and the certification under subsection (d) hereof, (C) for
each bid that is submitted, the name of the person and entity submitting the bid,
the time and date of the bid, and the bid results, and (D) the bid solicitation form
and, if the terms of the guaranteed investment contract deviated from the bid
C-6
solicitation form or a submitted bid is modified, a brief statement explaining the
deviation and stating the purpose for the deviation.
"Future Value" of a payment or receipt at the end of any period is determined using the
economic accrual method and equals the value of that payment or receipt when it is paid or
received (or treated as paid or received), plus interest assumed to be earned and compounded
over the period at a rate equal to the Yield on the VPSA's Bonds, using the same compounding
interval and financial conventions used to compute that yield.
"Gross Proceeds" shall have the meaning ascribed to such term in Section 148 of the
Code and shall mean:
(a) amounts actually received or constructively received by VPSA
from the sale of the VPSA's Bonds and the amounts actually or constructively
received by the Local Units from the sale of the Local School Bonds, other than
any interest accruing on the VPSA's Bonds from the dated date to the issue date
of such bonds;
(b) amounts treated as Transferred Proceeds (as defined in Treasury
Regulations Section 1.148-9) of the VPSA's Bonds or the Local School Bonds, if
any;
(c) amounts that are reasonably expected to be or are in fact used to
pay debt service on the Bonds including amounts in the sinking fund portion of
the 1997 Income Fund under the Bond Resolution and the 1997 Sinking Fund
under the Bond Resolution;
(d) securities or obligations pledged by the VPSA or Local Unit as
security for payment of debt service with respect to the VPSA's Bonds or the
Local School Bonds;
(e) amounts received with respect to any investments acquired with
Gross Proceeds for the purpose of carrying out the governmental purpose for
which the VPSA's Bonds or the Local School Bonds were issued, including the
Local School Bonds, except that such amounts shall not include amounts, if any,
that are properly allocable to qualified administrative costs recoverable under
Treasury Regulation Section 1.148-5(e) or to the higher yield permitted under
Treasury Regulation Section 1.148-2(d) or Section 143(g) of the Code;
(f) amounts treated as "replacement proceeds" of the VPSA's Bonds
or the Local School Bonds within the meaning of section 1.148-1(c) of the
Treasury Regulations;
(g) any fimds that are part of a reserve or replacement fund for the
VPSA Bonds or Local School Bonds; and
(h) amounts received as a result of investing any Gross Proceeds.
C-7
Gross Proceeds shall include mounts that are on deposit in the Income Subaccount to the
extent that such amounts are derived from Gross Proceeds of the VPSA's Bonds or the Local
School Bonds. The determination of whether an amount is included within this definition shall
be made without regard to whether the amount is credited to any fund or account established
under the Bond Resolution, or whether the amount is subject to the pledge of the Bond
Resolution.
For purposes of subsection (d) above, an amount is pledged to pay principal or interest
with respect to VPSA's Bonds or Local School Bonds if there is a reasonable assurance that the
amount will be available for such purposes in the event that the VPSA or Local Unit encounters
financial difficulties. An amount can be indirectly pledged to pay principal or interest with
respect to VPSA's Bonds or Local School Bonds if it is pledged to a guarantor of either or both
such bonds. An amount may be "negatively" pledged to pay principal or interest with respect to
VPSA's Bonds or Local School Bonds if it is held under an agreement to maintain the amount at
a particular level for the direct or indirect benefit of the holders of the bonds or a guarantor of the
bonds. An amount is not negatively pledged however if (i) VPSA or the Local Units may grant
rights in the amount that are superior to the rights of the holders of the bonds or a guarantor of
the bonds, or (ii) the amount does not exceed reasonable needs for which it is maintained, the
required level is tested no more frequently than every 6 months, and the amount may be spent
without any substantial restriction other than a requirement to replenish the amount by the next
testing date.
If a decision is made to apply any insurance or condemnation proceeds to the redemption
of VPSA's Bonds or Local School Bonds instead of using such proceeds for repair or
replacement, any such proceeds become Gross Proceeds on the date of such a decision.
The definition of Gross Proceeds has been set out in full for the sake of completeness.
With respect to each Local School Bond, all of the Gross Proceeds are on deposit in such Local
Unit's Proceeds Account except to the extent that the Local School Bonds may be part of a
composite issue under Treasury Regulation §1.150-1(c), or the Local Unit may have retained
Transferred Proceeds. With respect to the VPSA's Bonds, all of its Gross Proceeds are the total
of the amounts on deposit in the Proceeds Accounts of the Local Units, except as provided
above, and the amounts on deposit in the sinking fund portion of its 1997 Income Fund under the
Bond Resolution and the 1997 Sinking Fund under the Bond Resolution.
"Investment Report" shall mean the record of investment activity maintained by the
Investment Manager with respect to the investment property and the Local Units, as described in
the Letter of Instructions to the Investment Manager from the Treasury Board of the
Commonwealth of Virginia dated [May 1, 2000].
"Local Unit's Rebate Requirement" shall mean the sum of (i) the excess of (A) the
aggregate amount earned on all Nonpurpose Investments acquired with the Gross Proceeds of the
Local School Bonds over (B) the amount that would have been earned if the Nonpurpose
Investments had a Yield equal to the VPSA's Bond plus (ii) any income attributable to the excess
described in clause (i).
C-8
"Nonpurpose Investments" shall mean any security, obligations, annuity contract or any
other investment-type property (as such term is defined in Section 1.148-1(b) of the Treasury
Regulations) that is not acquired to carry out the governmental purpose of the VPSA's Bonds or
the Local School Bonds. Nonpurpose Investments shall not include Tax-Exempt Investments.
Any Nonpurpose Investments shall be purchased by the Investment Manager only if the purchase
price of the Nonpurpose Investment is the Fair Market Price.
"Rebate Calculation Agent" shall mean that accounting firm with a favorable national
reputation in the field of the calculation of amounts subject to rebate to the United States under
Section 148(f) of the Code and the Temporary Regulations that has been appointed under Section
9.2 of the Contract or by VPSA.
"Tax-Exempt Investments" shall include:
(i) obligations the interest on which is excludable from gross income for
federal income tax purposes, and not treated as an item of tax preference under
Section 57(a)(5)(C) of the Code,
(ii) stock in a regulated investment company to the extent that at least 95%
of the income to the holder of the interest is excludable from gross income under
Section 103 of the Code, and
(iii) certificates of indebtedness issued by the United States Treasury
pursuant to Demand Deposit State and Local Government Series program
described in 31 CFR part 344 ("SLGs").
"Treasury Regulations" shall mean the Treasury Regulations Sections 1.148-0 through
1.148-11, 1.149(b)-1, 1.149(d)-1, 1.149(e)-1, 1.149(g)-1, Section 1.150-1 and Section 1.150-2, as
amended from time to time hereafter, and other regulations promulgated under Section 148 of
the Code.
"VPSA's Rebate Requirement" shall mean the sum of (i) the excess of (A) the aggregate
amount earned on all Nonpurpose Investments acquired with the Gross Proceeds of VPSA's
Bonds over (B) the amount that would have been earned if the Nonpurpose Investments had a
Yield equal to VPSA's Bond Yield plus (ii) any income attributable to the excess described in
clause (i).
"Yield", for proposes of this Letter Agreement, shall be calculated pursuant to the
Treasury Regulations by means of an actuarial method of yield calculation whereby "yield"
means that discount rate which, when used in computing the present value of all the
unconditionally payable payments of principal and interest and all the payments for a qualified
guarantee paid and to be paid with respect to the bond, produces an amount equal to the issue
price of the bond. For purposes of this Letter Agreement, the Yield on VPSA's Bonds is
[ ]%. The Yield on investments must be computed by the use of the same frequency
interval of compounding interest as is used in computing the Yield on the VPSA's Bonds and the
Local School Bonds.
C-9
F. Amendments
In order to comply with the covenants by VPSA and each of the Local Units regarding
compliance with the requirements of the Code and the exclusion from federal income taxation of
the interest paid and to be paid on the Local School Bonds and VPSA's Bonds, the procedures
described in this Letter Agreement may be modified as necessary, based on the advice of
counsel, to comply with rulings, regulations, legislation or judicial decisions as may be
applicable to such bonds.
Very truly yours,
VIRGINIA PUBLIC SCHOOL AUTHORITY
By:
Name: Richard A. Davis
Title: Assistant Secretary and
Assistant Treasurer
Accepted: PFM Asset Management LLC
By:.
Name: Barbara L. Fava
Title: Managing Director
C-10
Exhibit D
AUTHORIZED REPRESENTATIVES
The following are the Authorized Representatives of Virginia Public School Authority,
Wachovia Bank, N.A. and PFM Asset Management LLC:
VIRGINIA PUBLIC SCHOOL AUTHORITY:
Nalne
Richard A. Davis
Dora D. Fazzini
Title
Assistant Secretary
and Assistant Treasurer
Assistant Secretary
and Assistant Treasurer
Specimen Signature
Name
Richard H. Grattan
WACHOVIA BANK, N.A.:
Title
Senior Vice President
Specimen Signature
Nanle
Barbara L. Fava
PFM ASSET MANAGEMENT LLC:
.Title
Managing Director
Specimen Signature
NY1 5580676v2
D-1
MARY F. PARKER, CMC
City Clerk
CITY OF ROANOKE
OFFICE OF CITY CLERK
215 Church Avenue, S.W., Room 456
Roanoke, Virginia 24011 - 1536
Telephone: (540) 853-2541
F~x: (540) 853-1145
E-mail: clerk~ci.roanoke.va.us
STEPHANIE M. MOON
Deputy City Clerk
SHEILA N. HARTMAN
Assistant City Clerk
October 12, 2004
File #15-110-202
Mr. Gregory W. Staples
575 Brookfield Lane, N. E.
Roanoke, Virginia 24012
Dear Mr. Staples:
At a regular meeting of the Council of the City of Roanoke which was held on
Thursday, October 7, 2004, you were appointed as a member of the Personnel
and Employment Practices Commission, for a term ending June 30, 2007.
Enclosed you will find a Certificate of your appointment and an Oath or
Affirmation of Office which may be administered by the Clerk of the Circuit
Court of the City of Roanoke, located on the third floor of the Roanoke City
Courts Facility, 315 Church Avenue, S. W.
Please return one copy of the Oath of Office to Room 456 in the Noel C. Taylor
Municipal Building, 215 Church Avenue, S. W., prior to serving in the capacity to
which you were appointed.
Pursuant to Section 2.2-3702, Code of Virginia (1950), as amended, I am
enclosing copy of the Virginia Freedom of Information Act. The Act requires
that you be provided with a copy within two weeks of your appointment and
each appointee is required "to read and become familiar with provisions of the
Act."
Mr. Gregory W. Staples
October 12, 2004
Page 2
On behalf of the Mayor and Members of City Council, I would like to express
appreciation for your willingness to serve the City of Roanoke as a member of
the Personnel and Employment Practices Commission.
Sincerely,
Mary F. Park~er, CMC
City Clerk
MFP:ew
Enclosures
pc:
Kenneth S. Cronin, Secretary, Personnel
Commission
Stephanie M. Moon, Deputy City Clerk
and Employment
Practices
COMMONWEALTH OF VIRGINIA )
) To-wit:
CITY OF ROANOKE )
I, Mary F. Parker, City Clerk, and as such City Clerk of the City of Roanoke
and keeper of the records thereof, do hereby certify that at a regular meeting of
Council which was held on the seventh day of October, 2004, GREGORY W.
STAPLES was appointed as a member of the Personnel and Employment
Practices Commission, for a term ending June 30, 2007.
Given under my hand and the Seal of the City of Roanoke this twelfth day
of October, 2004.
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to-wit:
I, GregoryW. Staples, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the
Commonwealth of Virginia, and that I will faithfully and impartially discharge
and perform all the duties incumbent upon me as a member of the Personnel
and Employment Practices Commission, for a term ending June 30, 2007,
according to the best of my ability (So help me God).
Subscribed and sworn to before me this __ day of
2004.
BRENDA L. HAMILTON, CLERK OF THE CIRCUIT COURT
BY
, DEPUTY CLERK
L:\CLERK\DATA\CKEW l~oath and leaving service~personnel and employment practices commission\Gregory W Staples oath.doc